/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/161216.mbx T R O U B L E D C O M P A N Y R E P O R T E R Friday, December 16, 2016, Vol. 20, No. 350 Headlines A&A WHEELER: Disclosures OK'd; Plan Confirmation Hearing on Jan. 18 ABEINSA HOLDING: Hires Prime Clerk as Administrative Advisor ABEINSA HOLDING: Reorganization & Liquidation Plans Confirmed ADVANCED SOLIDS: Hires Langley & Banack as Attorneys ALABAMA STATE UNIV.: S&P Affirms 'B' Rating, Off Watch Developing ALSON ALSTON: JPMC Specialty To Be Paid $260,220 Under Plan AM PRECISION: Case Summary & 20 Largest Unsecured Creditors ANDREW WELLS MOULTON: Plan Disclosures Filing Before Feb. 20 ARTHUR MANNING: Bayview To Continue to Get $3,339 Until 2036 ASCENT GROUP: Can Get DIP Loan, Use Regions Cash on Final Basis ASOCIACION DE PROPIETARIOS: Hearing on Disclosures on Jan. 12 AVERY LAND: Allowed to Get BDH Gypsum DIP Loan on Final Basis AVISON YOUNG: S&P Affirms B+ Rating on Sr. Unsecured Notes B&L EQUIPMENT: Principals Contributing Up to $2MM To Pay Unsecureds BAY CIRCLE: Wants to Continue Using Cash Through April 2017 BAY CIRCLE: Wants to Use $20K Cash Collateral for Examiner's Fees BERNARD L. MADOFF: Victims Set to Start 2017 With $342M Payout BETHANY COLLEGE: S&P Removes 'B+' Rating from CreditWatch Dev. BMW PARTNERSHIP: Richard Merritt Objects to Disclosure Statement CARIBBEAN CREAMERY: Jan. 10 PLan Confirmation Hearing CHALFONT ROCK: Feb. 22 Disclosure Statement Hearing CHAPARRAL ENERGY: Milbank Tweed Represents Contrarian Capital et al CHC GROUP: Delaware Trust Replaces Law Debenture as Panel Member CHIEFTAIN STEEL: Hires Kerbaugh & Rodes as Accountant and Advisor CHOUDRIES INC: Lawrence V. Young Named Ch. 11 Trustee CITY OF PEARL, MS: Moody's Affirms Ba1 GO Rating on $10.9MM Debt CONCHO RESOURCES: S&P Assigns BB+ Rating on $600MM Sr. Unsec. Notes CONDADO RESTAURANT: 75% Payment for Unsecured Creditors CONSOLIDATED AEROSPACE: Moody's Cuts CFR to B3 on Weakened Earnings CONSOLIDATED COMMUNICATIONS: S&P Rates New $935MM Sec. Loan 'BB-' CORDERO CORDERO: Needs Additional 90 Days to Win Plan Confirmation CST BRANDS: S&P Retains 'BB' CCR on CreditWatch Positive DACCO TRANSMISSION: Hires Ducera as Investment Banker DACCO TRANSMISSION: Hires FTI Consulting as Financial Advisor DAVID ZOWINE: Unsecured Creditors to Recoup 100% Over 3 Years DETROIT, MI: Bankruptcy Accountability Bill Headed for Final OK DIRECTBUY HOLDINGS: Creditors' Panel Hires Saul Ewing as Counsel DRIVING MISS DAISY: Unsecureds to Get 100% Over 7-Year Period E Z MAILING: Obtains Court Approval to Exit Ch. 11 Bankruptcy EDCON HOLDINGS: South African Retailer Seeks Creditor Protection EL PRIMERO: Asks Court To Approve Chapter 11 Plan EMERALD PERFORMANCE: S&P Raises Rating on 2nd-Lien Loan to 'B-' ENOVA INTERNATIONAL: S&P Lowers Rating on $500MM Sr. Notes to 'B-' ERICKSON INC: Clarifies Parties That May Join in DIP Syndication ERWIN WILLIAMS: Disclosure Statement Hearing Set for Jan. 10 ESPLANADE HL: Hires A&G Realty as Real Estate Broker and Investment FELCOR LODGING: Moody's Hikes Senior Unsecured Rating to B2 FILIP TECHNOLOGIES: Hires Kurtzman Carson as Administrative Agent FIRST WIVES: Hires MSG's Mann as Chief Restructuring Advisor GAWKER MEDIA: Liquidation Plan Wins Court Approval GEIGER DEVELOPMENT: Jan. 24 Plan Confirmation Hearing GENERAL GLASS: Unsecureds To Recover 25% Under Plan GENERAL MOTORS: Appeals Bankruptcy-Shield Ruling to Supreme Court GERALD CASESA: Unsecureds to Get 100% Over 5 Years GRACE GEMS GALLERIA: Disclosures OK'd; Hearing Set For Jan. 12 GRACIOUS HOME: Case Summary & 20 Largest Unsecured Creditors GRAND & PULASKI: Hearing on Disclosure Statement Set For Jan. 10 GREATER HOPE: U.S. Trustee Unable to Appoint Committee GREEN OAK: Hires Christian H. Dribusch as Counsel GWENDOLYN JOHNSON: Asks Court to Set Plan Hearing for Jan. 5 HANJIN SHIPPING: Must Disclose U.S. Assets, Judge Says HOANA MEDICAL: Jan. 9 Plan Confirmation Hearing III TOMATO: Disclosures Conditionally OK'd; Plan Hearing on Jan. 5 ILIANA NEUROSPINE: Wants to Use FDIC Cash Collateral ILLINOIS POWER: Moody's to Withdraw Ca CFR on Bankr. Filing INNOVATIVE CONSTRUCTION: Hearing on Plan Outline Set for Jan. 3 J. CREW: S&P Lowers CCR to 'CCC-' on Distressed Debt Buyback JAVAN PAUL SMITH: Unsecureds To Be Fully Paid Over 60 Months JEFFREY GUTZWILLER: Disclosure Statement Hearing Set for Jan. 12 JOHN SHARPE: Unsecureds To Be Pro-rata Over 5 Years JOSEPH D. ROMANIELLO: Wells Fargo To Receive Full Payment KDA GROUP: YellowPages Object to Disclosure Statement KING & WOOD MALLESONS: Dentons Drops from Merger Talks KRATON CORP: Re-Priced Term Loan No Impact on Moody's B1 CFR LAVA ENTERPRISES: Disclosures Okayed, Plan Hearing on Jan. 11 LEADER INDUSTRIES: Hires Alexander Thompson Arnold as Accountants LEADER INDUSTRIES: Hires Emerge Law as Counsel LEVITT HOMES: Disclosures OK'd; Plan Confirmation Hearing on Feb. 7 LIFE CHANGE: Shelby Trustee To Be Fully Paid at 5.25% in 5 Years LIGHTHOUSE HISTORICAL: Feb. 8 Plan Confirmation Hearing LIMITLESS MOBILE: Hires Dilworth Paxson LLP as Counsel LINN ENERGY: Jan. 24 Hearing on LINN Debtors' Reorganization Plan MANUEL IBANEZ: Unsecureds to Recover 1.2355% Under Plan MAPPIN LOJAS: Wins Ch.15 Recognition of Brazilian Proceedings MID CITY TOWER: Applies For Short-Term Bridge Loan to Pay Creditors MLFTL INC: Unsecureds To Be Paid in Full Over One Year MOSAIC MANAGEMENT: 2 More Creditors Appointed to Unit's Committee NEW BEGINNINGS: 7 Facilities Closed, PCO 5th Report Says NEW BEGINNINGS: City First To Recoup 100% With Interest NOBLE CORP: S&P Lowers CCR to 'BB-' on Weak Industry Conditions NORBERTO CRUZ MONTOYO: Unsecureds To Recover 3% Under Plan ON-CALL STAFFING: Renasant Bank Wants to Prohibit Cash Use OPTIMA SPECIALTY: Case Summary & 40 Largest Unsecured Creditors PEABODY ENERGY: Bondholders Bouyed by Trump's Coal Promise PERFORMANCE SPORTS: Inks Amendments to Credit Agreements PERFORMANCE SPORTS: PE Firms Weighing Bids to Challenge $575M Deal PERFORMANT FINANCIAL: S&P Puts 'B+' CCR on CreditWatch Negative PETROLEX MANAGEMENT: Wants Permanent Extension of Cash Use PHOENIX MANUFACTURING: Unsecureds To Recoup 5% Under Plan PICO HOLDINGS: Bloggers Talk Governance Improvements & UCP Struggle PIERRE LESPINASSE: Secured Creditor Objects to Disclosure Statement PODIUM PERFORMANCE: Unsecureds to Recoup 2.5% Under Plan PRECIOUS FORMALS: Must File Plan & Disclosures By April 28 PROJECTOOLS LLC: Has Until April 30 To File Plan & Disclosures PROVIDENT FUNDING: S&P Raises Sr. Unsecured Rating to B+ RANCHO PALOMITA: Hearing on Disclosure Statement Set For Jan. 10 RAVAGO HOLDINGS: S&P Lowers Rating on Sr. Loan Facility to 'BB-' RAYTRANS HOLDINGS: Ch. 7 Trustee Bid to Revive Clawback Suit Nixed RITE AID: S&P Raises Rating on $500MM 2nd-Lien Bank Loan to BB- SECURED ASSETS BELVEDERE: Court Allows Cash Collateral Use SERGIO JIMINEZ: Jan. 10 Disclosure Statement Hearing SEVENTY SEVEN: Strikes Merger Deal with Patterson-UTI SHANGOL INC: Hires Sanjay Gupta as Realtor SHERIDAN FUND I: S&P Raises ICR to 'CCC+' on $216MM Capital Raise SHORELINE ENERGY: Hires Walker as Conflicts & Special Counsel SINCLAIR TELEVISION: S&P Rates New $1.37BB Term Loan 'BB+' SOUTHERN TAN: Can Use IRS Cash Collateral on Interim Basis SOUTHERN TAN: Seeks to Hire Evans & Mullinix as Legal Counsel SPRINT CORP: S&P Lowers Rating on $3.3BB Credit Facility to 'B+' STEELCORE CAPITAL: Court Confirms Ch. 11 Liquidation Plan STONE ENERGY: Case Summary & 30 Largest Unsecured Creditors SUNCOAST LED: Disclosure Statement Hearing Set for Jan 9 SUTTON 58 OWNER: Lenders to Take Over Manhattan Development SYDELL INC: Can Use Cash Collateral on Final Basis Until March 31 SYED ALI RAZA: Jan. 11 Disclosure Statement Hearing TALEN ENERGY: S&P Affirms 'B+' ICR; Outlook Stable TEMPEST GROUP: U.S. Trustee Unable to Appoint Committee TLC HEALTH: Can Get DIP Loan, Use Cash Collateral Until Dec. 19 TODD HENNINGS: Ordered to File Revised Disclosure Statement TOWNRIDGE INC: Disclosure Statement Hearing Set for Jan. 12 TRANSWORLD SYSTEMS: S&P Puts 'CCC' CCR on CreditWatch Positive VAN ZANDT HOLDING: Disclosures Okayed, Plan Hearing on Jan. 12 VANGUARD HEALTHCARE: Court Allows Continued Use of Cash Collateral WEST VIRGINIA HIGH: Unsecureds To Get 100% in 4 Quarterly Payments WRAP MEDIA: Wants to Use SVB Cash Collateral [*] S&P Revises 13 Issue Ratings in US Retail & Restaurant Sector [^] BOOK REVIEW: AS WE FORGIVE OUR DEBTORS: Bankruptcy and Consumer [^] BOOK REVIEW: Lost Prophets -- An Insider's History ********* A&A WHEELER: Disclosures OK'd; Plan Confirmation Hearing on Jan. 18 ------------------------------------------------------------------- The Hon. J. Michael Deasy of the U.S. Bankruptcy Court for the District of New Hampshire has approved A&A Wheeler Mfg, Inc.'s second amended disclosure statement dated Nov. 22, 2016, referring to the Debtor's second amended plan dated Nov. 22, 2016. A hearing on the confirmation of the Plan will be held on Jan. 18, 2017, at 2:00 p.m. Objections to the confirmation of the Plan as well as written acceptances or rejections of the Plan must be filed by Jan. 4, 2017. As reported by the Troubled Company Reporter, the Debtor filed with the Court a second amended disclosure statement and its accompanying plan of reorganization, dated Nov. 22, 2016, which provide that the Debtor will continue to operate its shed manufacturing business. Under the Plan, each holder of an allowed general unsecured claim will receive, on account of and in full and final satisfaction, settlement, release and discharge of such claim 100% payable over the Plan Term. About A&A Wheeler Mfg., Inc. A&A Wheeler Mfg., Inc., based in Lee, New Hampshire, filed for Chapter 11 bankruptcy (Bankr. D.N.H. Case No. 15-11799) on Nov. 24, 2015. Its petition was signed by Angela Wheeler, vice president and CFO. Judge Bruce A. Harwood presides over the case. Franklin C. Jones, Esq., at Wensley & Jones, PLLC, serves as the Debtor's counsel. A&A Wheeler disclosed total assets of $1.19 million and total liabilities of $1.49 million. ABEINSA HOLDING: Hires Prime Clerk as Administrative Advisor ------------------------------------------------------------ Abeinsa Holding Inc., and its debtor-affiliates seek permission from the U.S. Bankruptcy Court for the District of Delaware to employ Prime Clerk as administrative advisor, nunc pro tunc to September 8, 2016. The Debtors require Prime Clerk to: a. assist with, among other things, solicitation, balloting and tabulation of votes, and prepare any related reports, as required in support of confirmation of a chapter 11 plan, and in connection with such services, process requests for documents from parties in interest, including, if applicable, brokerage firms, bank back-offices and institutional holders; b. prepare an official ballot certification and, if necessary, testify in support of the ballot tabulation results; c. assist with the preparation of the Debtors' schedules of assets and liabilities and statements of financial affairs and gather data in conjunction therewith; d. manage and coordinate any distributions pursuant to a chapter 11 plan; and e. provide such other processing, solicitation, balloting and other administrative services described in the Engagement Agreement, but not included in the Section 156(c) Application, as may be requested from time to time by the Debtors, the Court or the Office of the Clerk of the Bankruptcy Court (the "Clerk"). Prime Clerk will be paid at these rates: Claim and Noticing Rates Analyst $20-$45 Technology Consultant $35-$85 Consultant/Senior Consultant $65-$170 Director $175-$190 Chief Operating Officer and Executive Vice President No charge Solicitation, Balloting and Tabulation Rates Solicitation Consultant $190 Director of Solicitation $200 Printing and Noticing Services Printing $0.09 per page Customization/Envelope Printing $0.05 each Document folding and inserting No charge Postage/Overnight Delivery Preferred Rates E-mail Noticing No charge Fax Noticing 0.08 per page Proof of Claim Acknowledgment No charge Card Envelopes Vary by Size Newspaper and Legal Notice Publishing Coordinate and publish legal notices Available on request Case Website Case Website setup No charge Case Website hosting No charge Update case docket and claims register No charge Client Access Access to secure client login (unlimited users) No charge Client customizable reports on demand or via scheduled email delivery (unlimited quantity) No charge Real time dashboard analytics measuring claim and ballot information and document processing status No charge Data Administration and Management Inputting proofs of claim and ballots Standard hourly rates Electronic Imaging $0.08 per image Data Storage, maintenance and security $0.10/record/month Virtual Data Rooms Available on request On-line Claim Filing Services On-line claim filing No charge Call Center Services Case-specific voice-mail box No charge Interactive Voice Response (“IVR”) No charge Monthly maintenance No charge Call center personnel Standard Hourly Rates Live chat Standard Hourly Rates Disbursement Services Check issuance and/or Form 1099 Available on request W-9 mailing and maintenance of TIN database Standard hourly rate Prime Clerk will also be reimbursed for reasonable out-of-pocket expenses incurred. Michael J. Frishberg, co-president and chief operating offices of Prime Clerk LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Prime Clerk may be reached at: Michael J. Frishberg Prime Clerk LLC 830 3rd Avenue, 9th floor New York, NY 10022 Tel: 212.257.5445 E-mail: mfrishberg@primeclerk.com 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. ABEINSA HOLDING: Reorganization & Liquidation Plans Confirmed ------------------------------------------------------------- Delaware Bankruptcy Judge Kevin J. Carey on Wednesday confirmed Abeinsa Holding Inc. and its affiliates' Chapter 11 plans. "Before me for consideration is confirmation of the Debtors' Modified First Amended Plans of Reorganization and Liquidation, a critical component to the global reorganization of Abengoa, S.A. ("Abengoa" or "Parent"). The debtors have resolved virtually all objections to confirmation of the Plan. Only two remain: the United States Trustee's objection concerns the breadth of the "debtor releases" and the "third-party releases," the other is by Portland General Electric Company ("PGE"), an Oregon public utility, who has raised almost every conceivable classic confirmation objection to the Plan," Judge Carey wrote in his Opinion on Confirmation of the Debtors' Modified First Amended Plan of Reorganization and Liquidation dated Dec. 14. "The only thing missing from the PGE objection is the proverbial kitchen sink." he said. "I conclude that the Plan meets the requirements for confirmation and the objections filed by PGE and the US. Trustee are overruled. The parties are directed to confer and to submit an order confirming the Plan, under certification, consistent with this Opinion," he ruled. According to a Reuters report, PGE argued the plan violated U.S. bankruptcy law, which requires a shareholder to relinquish its entire investment if creditors are not paid in full. PGE is involved in litigation with an Abengoa affiliate over a botched power plant project and its lawyer, Al Smith, Esq.,, argued the various bankrupt Abengoa affiliates hold more cash than the parent is investing to retain control. "Every penny that is going into this plan, which is purportedly from Abengoa, is coming from the debtors themselves," Mr. Smith told Reuters. In another Reuters report, the U.S. Trustee argued that the Plan violates the law by shielding the Spanish renewable energy parent from lawsuits. Aside from criticizing the broad releases from lawsuits, the U.S. Trustee said Abengoa's plan to retain an equity stake in Abeinsa even though the U.S. unit's creditors are not being paid in full violates the U.S. Bankruptcy Code. The U.S. Trustee said the U.S. reorganization may also fail to provide "sufficient, or sufficiently convincing" financial information and may not meet feasibility requirements, the report further related. According to Judge Carey, the record in the case supports a conclusion that the New Value Contribution meets the requirements for the new value exception; that is, it is new, substantial, money or money's worth, necessary for a successful reorganization and reasonably equivalent to the interest being retained. The Court's opinion noted that the Debtors argue the Holders of Allowed Equity Interests are providing the New Value Contribution in exchange for retaining or reinstating their Equity Interests. As a result of negotiations between the Debtors and the Creditors' Committee -- which were protracted, arm's-length and, at times, contentious), the New Value Contribution has increased from $21.5 million in the initial plan to $38 million. In a court filing on Dec. 7, the Debtors told the Court that prior to the negotiations with the Committee, they committed to obtain from Parent new value in the amount of $21.5 million and $3 million to fund pursuit of litigation claims. As a result of the Committee's negotiations, the Committee obtained a significant increase in the consideration for unsecured creditors in the form of the New Value Contribution. While the ultimate value of the shared assets is uncertain at this time, the amount of the New Value Contribution has increased from $21.5 million in the Initial Plan, to $38 million plus certain other items in the Amended Plan, an increase of 78%. In a declaration filed with the Court, William H. Runge, III, Managing Director of Alvarez & Marsal North America, LLC, said, "The Parent (Abengoa S.A.) will contribute $23 million in Cash, with respect to the EPC Reorganizing Debtors, which funding stems from the financing that is anticipated to be provided by the New Money Financing Providers in connection with the MRA, which includes the following: (i) Cash to fund the EPC Reorganization Distribution in the amount of $20 million, (ii) the first $28 million of Litigation Trust Causes of Action, following an advance of $3 million to the Litigation Fund to prosecute such claims (provided, however, that the $3 million of recoveries resulting from the prosecution of the Litigation Trust Causes of Action will revert back to the parent at such time as the Litigation Trust has obtained a net recovery on the Litigation Trust Causes of Action of more than $28 million dollars ($28,000,000).) In addition, the Parent is gifting proceeds of Solar (i) $6.5 million for a Surety Reserve to beneficiaries of Holders of Allowed Claims in EPC Reorganizing Debtors Class 6 (Debt Bonding Claims) and Solar Reorganizing Debtor Class 6 (Debt Bonding Claims); and (ii) an additional $4 million with respect to the EPC Reorganizing Debtors. Additionally, the Parent will contribute $750,000 under each of the EPC Liquidating Plan and the Bioenergy and Maple Liquidating Plan, and shall gift from the proceeds of Solar an additional $1 million dollars for the EPC Liquidating Plan." Alvarez & Marsal has been engaged by Abengoa S.A., the ultimate parent of the Abeinsa Debtors, since December 2015 to provide an array of services to Abengoa Parent and its subsidiaries within and outside the United States. PGE argues that the New Value Contribution is not "new," claiming that $30 million of the funds used to pay the New Value Contribution come from Solar, which is 100% owned by EPC Reorganizing Debtors. PGE argues the funds already belong to the EPC Reorganizing Debtors. Judge Carey said this argument has no support in the record. He said the record reflects that Solar, which is not an EPC Reorganizing Debtor, but is the subject of a separate, stand-alone plan, is contributing only $11.5 million of new value. Even if this portion of the New Value Contribution were excised, the remaining portion of the contribution is sufficient to satisfy the exception, Judge Carey held. Judge Carey noted that Mr. Runge's Declaration provides that the New Value Contribution represents approximately 8% of the amount of Allowed General Unsecured Claims against the EPC Reorganizing Debtors. "It is essential to the successful reorganization of the EPC Reorganizing Debtors, as it is the only source of material cash consideration available to provide recoveries to creditors. Mr. Runge also testified that the New Value Contribution exceeds any potential value of the Equity Interests, which likely have little or no economic value. Mr. Runge testified that: "[M]y review of the books and records of the EPC Reorganizing Debtors and their operating histories leaves me with the impression that, without the New Value Contributions and going forward financial and operating support of the Abengoa Group, the EPC Reorganizing Debtors would have no value, and should be liquidated. As such, absent the New Value Contribution, the Equity Interests in the EPC Reorganizing Debtors have no or de minimis market value, because without remaining part of the Abengoa Group, the EPC Reorganizing Debtors' Estates would have little or no value and would be liquidated." According to Judge Carey, the New Value Contribution must be viewed in the context of the Plan, including all four of the sub-plans, and the Spanish proceedings as a whole. Without it, the Plan cannot be confirmed and liquidation of the EPC Reorganizing Debtors would result in less than 1% payment, especially when holders of the guaranty claims of approximately $6.8 billion would be entitled to share in the distribution to holders of unsecured claims. No contrary evidence was offered by PGE, Judge Carey said. A copy of Judge Carey's Opinion is available at: http://bankrupt.com/misc/deb16-10790-1033.pdf On Dec. 7, the Debtors filed with the Court an amended Chapter 11 Plan and a blacklined copy of that Plan reflecting all changes made to the Plan since it was filed on Dec. 2. The blackline reflects changes made to address concerns raised by certain objecting parties, as well as to reflect the terms of the Debtors' negotiations with the Official Committee of Unsecured Creditors. A blacklined copy of the Amended Plan is available at: http://bankrupt.com/misc/deb16-10790-0991.pdf About Abeinsa Holding U.S. units of Abengoa S.A., namely 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. ADVANCED SOLIDS: Hires Langley & Banack as Attorneys ---------------------------------------------------- Advanced Solids Control, LLC seeks authorization from the U.S. Bankruptcy Court for the Western District of Texas to Langley & Banack, Inc., as attorneys. The Debtor requires Langley & Banack to give legal advice with respect to the Debtor's duties and powers in this case and handle all matters which come before the Court in this case. The Debtor will compensate Langley & Banack at $375.00 per hour. A retainer in the amount of $30,000 has been given to the law firm by the Debtor. William R. Davis, Jr. Esq., partner of Langley & Banack, Inc., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Langley & Banack may be reached at: William R. Davis, Jr. Esq. Langley & Banack, Inc. 745E Mulberry, Suite900 San Antonio, TX 78212 Tel: (210)736-6600 About Advanced Solids Control, LLC Advanced Solids Control, LLC filed a Chapter 11 bankruptcy petition (Bankr. W.D.Tex. Case No. 16-52748) on December 2, 2016. William R. Davis, Jr. Esq. at Langley & Banack, Inc. serves as bankruptcy counsel. The Debtor's assets and liabilities are both below $1 million. ALABAMA STATE UNIV.: S&P Affirms 'B' Rating, Off Watch Developing ----------------------------------------------------------------- S&P Global Ratings affirmed its 'B' rating on Alabama State University (ASU) and removed it from CreditWatch with developing implications. The outlook is negative. "We have reviewed the impact of the Higher Education Scoring Model's errors on ASU and have determined that the university's rating was not impacted," said S&P Global Ratings credit analyst Jessica Matsumori. "As a result, we have affirmed the rating and returned the outlook to negative," Ms. Matsumori added. The 'B' rating reflects S&P's view of the return of full accreditation status to the school, and less volatile management after a period of complete turnover and restructuring. The stability supports the university's ability to address its declining enrollment and weakened financial operations. ALSON ALSTON: JPMC Specialty To Be Paid $260,220 Under Plan ----------------------------------------------------------- Alson Alston filed with the U.S. Bankruptcy Court for the Middle District of Pennsylvania a seventh amended disclosure statement and seventh amended plan of reorganization dated Nov. 21, 2016. Class 2 - Secured Claim of JPMC Specialty Mortgage LLC -- estimated at $738,308 -- is unimpaired under the Plan. Total plan payments for this class is $260,220. Payments and distributions under the Plan will be funded through Alston's continued operation of his rental properties and his employment. The Seventh Amended Disclosure Statement is available at: http://bankrupt.com/misc/pamb14-03454-425.pdf As reported by the Troubled Company Reporter, JPMorgan Chase Bank, National Association as Servicer for JPMC Specialty Mortgage LLC fka Wm Specialty Mortgage LLC, filed an objection to sixth amended disclosure statement and sixth amended plan of reorganization filed by Alson Alston. JPMorgan Chase holds an allowed claim, secured by Debtor's property located at 431 West 146th Street, New York, New York 10031. JPMorgan Chase is in the process of filing its proof of claim. The Debtor's Sixth Amended Proposed Plan and Amended Disclosure Statement states that JPMorgan Chase is in Class 2 and that the movant's treatment will be unimpaired. "It appears that Movant is actually impaired as Debtor's Sixth Amended Proposed Plan and Amended Disclosure Statement does not provide for payment to movant of any arrearages," JPMorgan Chase says. About Alson Alston Alson Alston -- dba Alston Business Consulting, dba Songhai City, LLC, dba Songhai Enterprises, LLC, dba Songhai City Entertainment, LLC, dba Songhai City Real Estate, LLC, dba Encore General Merchandise LLC, dba Encore General Store, dba Dragon Management Services, aka Al Alston -- is an individual who purchased various parcels of commercial or mixed-use (commercial and residential) real estate as a profit-making venture. In addition, the Debtor operated several businesses at several of those Properties. The Debtor filed a Chapter 11 Petition (Bankr. M.D. Pa. Case No. 14-03454) on July 28, 2014. AM PRECISION: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: AM Precision Machining Inc. 170 Lively Blvd Elk Grove Village, IL 60007 Case No.: 16-39379 Chapter 11 Petition Date: December 14, 2016 Court: United States Bankruptcy Court Northern District of Illinois (Chicago) Judge: Hon. Pamela S. Hollis Debtor's Counsel: Jeffrey Strange, Esq. JEFFREY STRANGE & ASSOCIATES 717 Ridge Road Wilmette, IL 60091 Tel: 847-256-7377 Email: jstrangelaw@aol.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Stanley Kozlowski, president. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/ilnb16-39379.pdf ANDREW WELLS MOULTON: Plan Disclosures Filing Before Feb. 20 ------------------------------------------------------------ Judge K. Rodney May of the U.S. Bankruptcy Court for the Middle District of Florida ordered Andrew Wells Moulton to file his plan of reorganization and disclosure statement on or before Feb. 20, 2017. The Disclosure Statement must, at the minimum, contain adequate information pertaining to the Debtor in the following areas: (a) Pre- and post-petition financial performance; (b) Reasons for filing Chapter 11; (c) Steps taken by the Debtor since filing of the petition to facilitate its reorganization; (d) Projections reflecting how the Plan will be feasibly consummated; (e) A liquidation analysis; and (f) A discussion of the Federal tax consequences as described in section 1125(a)(1) of the Bankruptcy Code. Andrew Wells Moulton filed for Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No. 16-09525) on Nov. 4, 2016. Debtor is represented by R. John Cole, II, Esq. of COLE & COLE LAW, P.A. ARTHUR MANNING: Bayview To Continue to Get $3,339 Until 2036 ------------------------------------------------------------ Arthur G. Manning and Deirdre M. Manning filed with the U.S. Bankruptcy Court for the Southern District of New York a disclosure statement regarding their fifth amended plan of reorganization. The Class 1 Claim consists of the secured claim of Bayview secured by the Debtors' real property located at 230 Riverside Drive, Apartment 8-0, in New York. Bayview filed a secured proof of claim in the amount of $745,596. By Aug. 2015 Stipulation and Order dated Aug. 17, 2015, the Bankruptcy Court approved a loan modification agreement, through a program called Making Home Affordable found by Mrs. Manning, which provides for monthly payments of $3,339.69 until Dec. 1, 2036, when the remaining balance of $482,669.68 will be due. The Debtors have been paying the monthly amount to Bayview since July 2015. Accordingly, the Holder of the Allowed Bayview Secured Claim will, on account of its Allowed Secured Claim, continue to be paid, monthly, in Cash, outside of the Plan by the Debtors in accordance with the Aug. 2015 Stipulation and Order, retain its interest in the NYC Property until paid in full, and retain unaltered the legal, equitable and contractual rights to which such Allowed Secured Claim entitles the Holder thereof. The Class 2 Claim consists of the secured claim of Di Tech Financial secured by the Debtors' real property located at 41 Sea Swept Lane, in Gouldsboro, ME 04607. The prior servicer, Bank of America, N.A., filed a secured proof of claim in the amount of $1,014,745. The Debtors and Bank of America have stipulated that the value of the property securing the Di Tech Financial Secured Claim is $650,000 and have agreed to amortize a thirty-year mortgage on that amount with a 5% interest rate, subject to Bankruptcy Court approval. Therefore, the Di Tech Financial Secured Claim will be Allowed in the amount of $650,000 and the deficiency portion will be classified in Class 3. The Debtors have been paying the monthly amount of $3,986 since July 2015 and plan to memorialize this arrangement with a proposed Nov. 2016 Stipulation and Order. Accordingly, the Holder of the Allowed Di Tech Financial Secured Claim will, on account of its Allowed Secured Claim, continue to be paid monthly, in Cash, outside of the Plan by the Debtors, and retain its interest in the Maine Property until paid in full, pursuant to the proposed Oct. 2016 Stipulation and Order. The Plan will be funded by: (i) Cash on hand, estimated at $75,000 (ii) the Reorganized Debtors' projected disposable income generated from Arthur Manning's practice of medicine and Deirdre Manning's social security income; and (iii) the Exit Loan. The Reorganized Debtors will (i) fund the Plan Payments by paying $6,000 per month into the Plan Distribution Account during the Term and (ii) pay the Bayview Secured Claim and the Bank of America Secured Claim outside of the Plan pursuant to the Aug. 2015 Stipulation and Order and the Nov. 2016 Stipulation and Order relating to each Secured Claim, as applicable. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/nysb11-15109-203.pdf About the Mannings Arthur G. Manning has been a medical doctor since 1991 and is board certified by the American Board of Family Practice. He is currently employed as an emergency medicine physician by Maine Coast Memorial Hospital, located at 50 Union Street, Ellsworth, Maine. Dr. Manning has an annual base salary of $322,400, consisting of his 40 hour work week at $155 per hour, which is paid bi-monthly. Dr. Manning also works extra shifts each month, generating up to an additional $2,400 per shift. Deirdre Manning is a professional flutist and a homemaker. Arthur G. Manning and Deirdre M. Manning filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 11-15109) on Nov. 1, 2011. The Debtors are represented by Janice B. Grubin, Esq., at LeClairRyan, A Professional Corporation, in New York. ASCENT GROUP: Can Get DIP Loan, Use Regions Cash on Final Basis --------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas authorized Ascent Group, LLC to use cash collateral and obtain postpetition financing from My ER ETCPR, LP on a final basis. The Debtor is indebted to Regions Bank in the amount of $500,000 pursuant to a revolving line of credit, and in the principal amount of $2,500,000 pursuant to a term loan. Regions Bank asserts a lien and security interest on substantially all of Ascent Group's personalty assets existing as of the Petition Date and their cash proceeds. The Court acknowledged that the continued use of cash collateral and the requested DIP Facility pursuant to the projected expenses set forth in the approved Budget are necessary to the Debtor's going concern and may preserve value while the Debtor markets its assets for a potential sale. The Debtor was authorized to use Regions Bank’s cash collateral to fund working capital, operating expenses, capital expenditures, fixed charges, payroll, and all other general corporate purposes arising in the Debtor’s ordinary course of business, and to pay the costs and expenses related to the administration of Debtor’s bankruptcy case, including reasonable professional fees and certain other expenses. The Debtor's use of cash collateral will end on the last day of the time period set forth in the approved Budget. The Debtor was also authorized to obtain post-petition secured financing from the DIP Lender in an amount of up to $300,000, for the following non-exclusive purposes: (1) to pay interest, fees, and expenses in connection with the DIP Facility to the DIP Lender in accordance with the DIP Financing Documents; (2) to pay certain working-capital and general corporate operating expenses incurred by the Debtor-in-Possession after the Petition Date in the ordinary course of business, including, without limitation, payroll, capital expenditures, vendors, supplies, marketing and advertising, rent, facility maintenance, utilities, and related administrative expenses; and (3) certain costs and expenses related to the administration of the Bankruptcy Case, including reasonable fees of the Case Professionals and certain other expenses, as contemplated in the Budget and allowed by the Bankruptcy Court. The DIP Lender was granted valid, binding, and enforceable liens, mortgages and security interests in the DIP Collateral, which consists of certain of the Debtor's personal property and all their products and proceeds. The DIP Liens will be a first priority senior and priming lien on the DIP Collateral, subject to the Carveout and Permitted Encumbrances. Regions Bank was granted replacement liens and security interests in all accounts receivable generated by the Debtor after the Petition Date. Regions Bank was also granted a priority administrative expense claim to the extent of the diminution in value of its collateral, in the event that the adequate protection provided is insufficient to protect Regions Bank's security interests from the Debtor's use of Regions Bank's cash collateral. The Court held that all accounts receivable generated by the Debtor after the Petition Date will be encumbered by security interests in favor of Regions Bank and the DIP Lender. It further held that subject to the Carveout, Regions Bank will have a senior, priming lien on all of accounts generated by the Debtor after the Petition Date only to the extent of the diminution in value of Regions Bank’s security interests in the cash proceeds of accounts generated prior to the Petition Date. The Court added that the DIP Lender will have a subordinate lien on such accounts generated by the Debtor after the Petition Date only to the extent of the diminution in value of Regions Bank’s security interests in the cash proceeds of accounts generated prior to the Petition Date and a senior lien on the residual amount of accounts generated by the Debtor after the Petition Date and the cash proceeds thereof in excess of the diminution in value of Regions Bank’s security interests in the cash proceeds of accounts generated prior to the Petition Date. The Carveout consists of allowed administrative expenses pursuant to 28 U.S.C. Section 1930(a)(6) and allowed reasonable fees and expenses of the Case Professionals as provided in the approved Budget and incurred prior to the Termination Date, plus an amount of up to $40,000 for such fees and expenses incurred after a Termination Date. The Court ruled that Dallas County, Texas, which alleged that it is the Debtor's secured creditor and that it maintains validly perfected statutory liens arising under Texas law on certain business personal property of the Debtor, will retain the priority of its liens pursuant to Texas law and its rights to payment of its claim from the proceeds of the sale of any collateral in which Dallas County maintains a lien. A full-text copy of the Order, dated December 12, 2016, is available at http://bankrupt.com/misc/AscentGroup2016_1634436sgj11_71.pdf About Ascent Group, LLC. Ascent Group, LLC d/b/a Physicians ER Oak Lawn filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 16-34436), on November 14, 2016. The petition was signed by Karen Kuo, member. The case is assigned to Judge Stacey G. Jernigan. The Debtor is represented by Marcus Alan Helt, Esq., Gardere Wynne Sewell LLP. At the time of filing, the Debtor had estimated $1 million to $10 million in both assets and liabilities. ASOCIACION DE PROPIETARIOS: Hearing on Disclosures on Jan. 12 ------------------------------------------------------------- The Hon. Edward A Godoy of the U.S. Bankruptcy Court for the District of Puerto Rico has scheduled for Jan. 12, 2017, at 9:30 a.m. the hearing to consider Asociacion De Propietarios Condominio Radio Centro's disclosure statement referring to the Debtor's plan of reorganization. Objections to the Disclosure Statement must be filed not less than 14 days prior to the hearing. Asociacion De Propietarios Condominio Radio Centro sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 16-03291) on April 27, 2016. The Debtor is represented by Gloria Justiniano Irizarry, Esq., at Justiniano's Law Office. AVERY LAND: Allowed to Get BDH Gypsum DIP Loan on Final Basis ------------------------------------------------------------- Judge August B. Landis of the U.S. Bankruptcy Court for the District of Nevada authorized Avery Land Group, LLC, to obtain postpetition financing from BDH Gypsum on a final basis. The Debtor is authorized to obtain secured postpetition financing in an aggregate principal amount of up to $500,000, pursuant to the terms of the DIP Credit Agreement. As previously reported by the Troubled Court Reporter, the relevant terms of the DIP Credit Agreement, among others, are: (1) Nature and Amount: BDH Gypsum will lend the Debtor up to $500,000 cash on a secured basis. (2) Interest Rate: Interest accrues at a fixed rate of 10% per annum. In the event an Event of Default has occurred and is continuing, interest will be at an annual rate equal to 10% plus 5% from the date of occurrence of such Event of Default until the date such Event of Default is cured or waived. (3) Maturity Date: The earlier of December 9, 2021, or the Effective Date of a confirmed Reorganization Plan. (4) Liens: The obligations of the Debtor under the Loan Documents will be secured by a first priority Lien on all unencumbered assets and property of the Debtor and a junior Lien on all assets of the Debtor that are encumbered by Liens as of the date of the Final DIP Order. A full-text copy of the Order, dated Dec. 13, 2016, is available at http://bankrupt.com/misc/AveryLand2016_1614995abl_139.pdf About Avery Land Group, LLC Avery Land Group, LLC, based in Las Vegas, NV, filed a Chapter 11 petition (Bankr. D. Nev. Case No. 16-14995) on Sept. 9, 2016. The case is assigned to Judge August B. Landis. The Debtor is represented by Brett A. Axelrod, Esq., at Fox Rothschild, LLP. The Debtor estimated assets at $500,000 to $1 million and liabilities at $1 million to $10 million. The petition was signed by James M. Rhodes, manager. No official committee of unsecured creditors has been appointed in the case. The Debtor has retained Anne M. Loraditch, Esq., at The Bach Law Firm, LLC as conflicts counsel. AVISON YOUNG: S&P Affirms B+ Rating on Sr. Unsecured Notes ---------------------------------------------------------- S&P Global Ratings said that it has reviewed its recovery and issue-level ratings for Avison Young (Canada) Inc. that were labeled as "under criteria observation" (UCO) after publishing its 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 are raising S&P's recovery ratings to 3 from 4. These rating actions stem solely from the application of S&P's revised recovery criteria and do not reflect any change in its assessment of the corporate credit ratings for issuers of the affected debt issues. S&P's recovery analysis includes an undrawn revolving bank line of $30 million and the proposed $130 million senior secured notes. S&P expects that Avison Young will use some of the proceeds to redeem its existing indebtedness (a revolver over $76 million). Recovery Analysis Simplified waterfall -- Emergence EBITDA: $28.7 mil. -- Multiple: 5.0x -- Gross recovery value: $143.3 mil. -- Net recovery value for waterfall after admin expenses (5%) [and pensions, if applicable]: $136.1 mil. -- Obligor/non obligor valuation split: 100%/0% -- Estimated priority claims [ABL or other]: $34.5 mil. -- Remaining recovery value: $101.7 mil. -- Estimated first lien claim: $179.8 mil. -- Value available for first lien claim: $101.7 mil. -- Recovery range: 50-70% (at the lower end) RATINGS LIST Avison Young (Canada) Inc. Issuer Credit Rating B+/Stable/-- Rating Affirmed, Recovery Revised To From Senior Unsecured B+ B+ Recovery Rating 3L 4L B&L EQUIPMENT: Principals Contributing Up to $2MM To Pay Unsecureds ------------------------------------------------------------------- B&L Equipment Rentals, Inc., filed with the U.S. Bankruptcy Court for the Eastern District of California a disclosure statement dated Nov. 29, 2016, referring to the Debtor's plan of reorganization. The Debtor will to operate its business after confirmation of the Plan. The Debtor expects to return to profitability in 2017 and 2018. The Debtor's expectations are supported by the fact that the Debtor's cash receipts have increased from a low of $400,108.05 in May 2016 to $772,910.60 in October 2016 including the collection of $701,305.35 in accounts receivable in October 2016. The Debtor anticipates that its income and expenses will be stable and consistent during the Term of the Plan and that it will generate sufficient income to make the payments required by the Plan. The Debtor's principals will make contributions of up to $2 million from March 1, 2017, through Oct. 1, 2018, from which the Debtor will be able to repay all allowed general unsecured claims without any reference to the income generated by the operation of the Debtor's business. The contributions will insure the feasibility of the Plan as it relates to general unsecured creditors. The term of the Plan will not exceed 24 months after the Effective Date of the Plan. The Plan provides for payment in full of all allowed claims during the Term of the Plan. The Disclosure Statement is available at: http://bankrupt.com/misc/caeb15-14685.pdf About B&L Equipment Rentals B&L Equipment Rentals, Inc., is a corporation doing business in Texas, Nevada, Colorado, and California. The Debtor's principal place of business is in Bakersfield, California. The Debtor is in the oilfield service business and the Debtor started its business in 1990. The Debtor filed a Chapter 11 bankruptcy petition (Bankr. E.D. Cal. Case No. 15-14685) on Nov. 30, 2015. The petition was signed by Lawrence F. Jenkins as president. The Debtor listed total assets of $17.2 million and total debt of $5.02 million. The Law Office of Leonard K. Welsh represents the Debtor as counsel. The case has been assigned to Judge Rene Lastreto II. No official committee of unsecured creditors has been appointed in the case. BAY CIRCLE: Wants to Continue Using Cash Through April 2017 ----------------------------------------------------------- Bay Circle Properties, LLC, DCT Systems Group, LLC, Sugarloaf Centre, LLC and Nilhan Developers, LLC ask the U.S. Bankruptcy Court for the Northern District of Georgia for authorization to continue using the cash collateral of Bay Point Capital Partners, LP and SIMBA Global PTY Ltd. from January 2017 through April 2017. The Debtors own 12 different real properties in the Atlanta metropolitan area. The Properties include office/warehouse buildings, retail shopping centers and free standing single tenant buildings. The Debtors intend to continue using cash collateral to pay for the normal operating expenses of the Properties, which include alarm services, landscaping, accounting services, insurance, utilities, taxes and other expenses incidental to maintaining the Properties. The Debtors contend that the payment of expenses are due and payable upon receipt of the goods or services, thereby making it essential that they have access to funds to pay for these goods and services. The Debtors' proposed Cash Collateral Budget provides for the following total disbursements: (1) DCT Systems Group LLC: January 2017: $15,269.65 February 2017: $13,221.65 March 2017: $13,221.65 April 2017: $13,522.85 (2) Bay Circle Properties LLC: January 2017: $16,138.70 February 2017: $14,088.70 March 2017: $14,088.70 April 2017: $12,885.90 (3) Nilhan Developers LLC January 2017: $44,314.25 February 2017: $49,491.05 March 2017: $42,689.25 April 2017: $44,314.25 (4) Sugarloaf Centre LLC January 2017: $45,711.91 February 2017: $15,769.56 March 2017: $16,184.56 April 2017: $23,911.91 The Court's Final Order authorized the Debtors to use cash collateral through Dec. 31, 2016. A full-text copy of the Debtors' Motion, dated December 12, 2016, is available at http://bankrupt.com/misc/BayCircle2015_1558440wlh_517.pdf About Bay Circle Properties, LLC Bay Circle Properties, LLC, DCT Systems Group, LLC, Sugarloaf Centre, LLC, Nilhan Developers, LLC, and NRCT, LLC, own 16 different real properties including significant undeveloped acreage. The properties also include office/warehouse buildings, retail shopping centers and free standing single tenant buildings. They filed Chapter 11 bankruptcy petitions (Bankr. N.D. Ga. Case Nos. 15-58440 to 15-58444) on May 4, 2015. The Chapter 11 cases are jointly administered. The petitions were signed by Chuck Thakkar, manager. The Debtors are represented by John A. Christy, Esq., J. Carole Thompson Hord, Esq., and Jonathan A. Akins, Esq., at Schreeder, Wheeler & Flint, LLP. The Debtors estimated $1 million to $10 million in both assets and liabilities. No trustee has been appointed and the Debtors are operating their businesses as debtors-in-possession. BAY CIRCLE: Wants to Use $20K Cash Collateral for Examiner's Fees ----------------------------------------------------------------- Debtor NRCT, LLC, asks the U.S. Bankruptcy Court for the Northern District of Georgia for authorization to use cash collateral. The Debtor relates that Wells Fargo Bank, N.A., filed a motion for the appointment of a Chapter 11 Trustee. The Court entered an Order appointing an Examiner, and directed the United States Trustee to appoint an examiner to investigate the Debtors' accounting and reconciliation of receipts and expenditures and to supervise and oversee the Debtors' collection and accounting of receipts and expenditures and preparation of budgets and reports during the case. The Court entered Orders approving interim compensation of $53,940 for the Examiner, $4,852 for the Examiner's Financial Advisor,$10,303 for the Examiner's counsel, and $935 in expenses for the Examiner's counsel. The Debtor relates that it lacked sufficient monies when the First Fee Awards were entered to contribute to their payment. The Debtor further relates that its affiliated Debtors, Sugarloaf Center, LLC, Bay Circle Properties, LLC and DCT Systems Group, LLC are paying the First Fee Awards totaling $70,029. The Court then granted the second interim applications for payment of compensation and reimbursement of expenses of $21,560 for the Examiner, $8,815 for the Examiner's Financial Advisor, and $10,095 for the Examiner's counsel, as well as $802 in expenses for Examiner's counsel. The Court directed the Debtors to pay the Second Fee Awards by March 31, 2017 and provide for the payment in the cash collateral budgets. The Debtor contends that Wells Fargo Bank, N.A., transferred its security interest in the Debtor's assets to Bay Point Capital Partners, L.P. The Debtor further contends that because the Examiner and her professionals were appointed at the behest of and for the benefit of Wells Fargo Bank, N.A., the Debtor should be allowed to pay such expenses from the cash collateral. The Debtor wants to use $20,000 of the funds on hand to pay 18% of the total fees and expenses awarded to the Examiner and her professionals to date. The Debtor contends that it has yet to pay any monies towards the fees and expenses awarded. A full-text copy of the Debtor's Motion, dated Dec. 12, 2016, is available at http://bankrupt.com/misc/BayCircle2015_1558440wlh_516.pdf About Bay Circle Properties, LLC Bay Circle Properties, LLC, DCT Systems Group, LLC, Sugarloaf Centre, LLC, Nilhan Developers, LLC, and NRCT, LLC, own 16 different real properties including significant undeveloped acreage. The properties also include office/warehouse buildings, retail shopping centers and free standing single tenant buildings. They filed Chapter 11 bankruptcy petitions (Bankr. N.D. Ga. Case Nos. 15-58440 to 15-58444) on May 4, 2015. The Chapter 11 cases are jointly administered. The petitions were signed by Chuck Thakkar, manager. The Debtors are represented by John A. Christy, Esq., J. Carole Thompson Hord, Esq., and Jonathan A. Akins, Esq., at Schreeder, Wheeler & Flint, LLP. The Debtors estimated $1 million to $10 million in both assets and liabilities. No trustee has been appointed and the Debtors are operating their businesses as debtors-in-possession. BERNARD L. MADOFF: Victims Set to Start 2017 With $342M Payout -------------------------------------------------------------- Irving H. Picard, Securities Investor Protection Act (SIPA) Trustee for the liquidation of Bernard L. Madoff Investment Securities LLC (BLMIS), on Dec. 14, 2016, filed a motion in the U.S. Bankruptcy Court for the Southern District of New York seeking approval for an allocation of recoveries to the BLMIS Customer Fund and an authorization for an eighth pro rata interim distribution from the Customer Fund to BLMIS customers with allowed claims. A hearing has been scheduled for Wednesday, Jan. 12, 2017 at 10 a.m. EST. According to a Dec. 14 statement by Mr. Picard, the eighth pro rata interim distribution approval filing arrives on the eve of the eighth anniversary of the District Court's 2008 appointments of Mr. Picard and BakerHostetler as SIPA Trustee and Counsel, respectively, for the Madoff liquidation. Their appointments followed the revelation of Madoff's decades-long fraud in which more than $17.5 billion was stolen from Madoff's customers in the largest Ponzi scheme in history. Plans for the eighth pro rata interim distribution are the result of settlements and recoveries achieved by the SIPA Trustee, his Chief Counsel David J. Sheehan, and their legal teams during the second half of 2016. The most notable was the universal recovery agreement of approximately $277 million -- made in cooperation with the California Attorney General -- that ended litigation against the Estate of Stanley Chais and other Chais-related defendants. The BLMIS Customer Fund benefited by approximately $234 million after court approval of the settlement on Nov. 19, 2016. With this and other additional settlement outcomes, the SIPA Trustee stands ready to make an eighth pro rata interim distribution to allowed claimants of 1.729 percent on each allowed claim. If the distribution motion is approved on Jan. 12, 2017, the SIPA Trustee will allocate a total of approximately $342 million to the BLMIS Customer Fund, with approximately $252 million available for immediate distribution to customers with allowed claims and approximately $90.7 million held in reserve for claims that are deemed determined pending the resolution of litigation, as well as other issues. This eighth pro rata interim distribution, when combined with the prior seven distributions, will equal 60.098 percent of each customer's allowed claim amount, unless that claim has been fully satisfied. The amount distributed to eligible BLMIS customers will total approximately $9.72 billion, which includes more than $839.6 million in advances committed by the Securities Investor Protection Corporation (SIPC). Stephen P. Harbeck, President and CEO of SIPC, said, "The eighth distribution is the latest positive outcome of the excellent work done by SIPA Trustee Picard and his Counsel on this SIPA liquidation. The settlement of major litigation prior to trial makes this expedited payment possible. I also want to emphasize that none of the money recovered in these settlements is used to pay administrative costs. All trustee, legal and accounting fees, as well as administrative expenses, are paid by SIPC in the Madoff case. My hope today is that future recoveries will result in additional distributions to Madoff's victims as soon as possible." Mr. Picard added, "For those who find the annual December anniversary of Madoff's arrest difficult, we hope the recoveries that have resulted in eight distributions so far have been helpful. I am proud of our team's accomplishments and I am gratified that many of Madoff's victims have gotten back more of their principal investment than they ever expected to recover." Mr. Sheehan concluded, "The Madoff Recovery Initiative continues to defy expectations. With each distribution, the SIPA Trustee continues to beat the odds and deliver record-breaking results which benefit the defrauded victims of Madoff's decades-long Ponzi scheme. Our ongoing focus is never on past recoveries, but always on future ones that will lead to further distributions to victims at the earliest possible opportunity." To date, the SIPA Trustee has allowed 2,608 claims related to 2,255 accounts and the proposed distribution will be paid on claims related to 953 accounts. If the eighth pro rata interim distribution is approved by the Bankruptcy Court, when combined with SIPC advances and the amounts from the prior seven pro rata interim distributions, 1,333 accounts will be fully satisfied (all accounts with allowed claims of up to $1,253,018.77), leaving 922 accounts partially satisfied and entitled to participate in future distributions. The eighth pro rata interim distribution will result in the return of 1.729 percent of the allowed claim amount for each individual account, unless the allowed claim has been fully satisfied. The average payment amount to those 953 BLMIS accounts will be $263,998. The smallest payment totals $271.80 and the largest payment is $42,320,519. As of Dec. 14, 2016 and since his appointment on Dec. 15, 2008, the SIPA Trustee has recovered or reached agreements to recover approximately $11.486 billion. These outcomes exceed similar efforts related to prior Ponzi scheme recoveries, in terms of dollars and percentage of stolen funds recovered. Ultimately, 100 percent of the SIPA Trustee's recoveries will be allocated to the Customer Fund for distribution to BLMIS customers with allowed claims. Prior distributions as of Dec. 14, 2016 are as follows: * The first pro rata interim distribution, which commenced on Oct. 5, 2011, has distributed approximately $685.5 million, representing 4.602 percent of the allowed claim amount of each individual account, unless the claim is fully satisfied. * The second pro rata interim distribution, which commenced on Sept. 19, 2012, has distributed approximately $4.98 billion, representing 33.556 percent of the allowed claim amount of each individual account, unless the claim is fully satisfied. * The third pro rata interim distribution, which commenced on March 29, 2013, has distributed approximately $696.5 million, representing 4.721 percent of the allowed claim amount of each individual account, unless the claim is fully satisfied. * The fourth pro rata interim distribution, which commenced on May 5, 2014, has distributed approximately $468.4 million, representing 3.180 percent of each individual account, unless the claim is fully satisfied. * The fifth pro rata interim distribution, which commenced on Feb. 6, 2015, has distributed approximately $403.5 million, representing 2.743 percent of each individual account, unless the claim is fully satisfied. * The sixth pro rata interim distribution, which commenced on Dec. 4, 2015, has distributed approximately $1.209 billion, representing 8.262 percent of each individual account, unless the claim is fully satisfied. * The seventh pro rata interim distribution, which commenced on June 30, 2016, has distributed approximately $190.3 million, representing 1.305 percent of each individual account, unless the claim is fully satisfied. There are 60 deemed determined claims still subject to litigation. Once litigation is either resolved or settled, these claims may be allowed and would therefore become eligible for all pro rata interim distributions to date. For that potential scenario, as of Dec. 14, 2016, the SIPA Trustee has reserved approximately $1.931 billion. The ultimate amount of additional allowed claims depends on the outcome of litigation or negotiation and could add billions of dollars to the total amount of allowed claims. All administrative costs of the SIPA liquidation of Bernard L. Madoff Investment Securities LLC and its global recovery efforts, which make the distributions possible, are funded by SIPC. Upon Bankruptcy Court approval, record holders of allowed claims as of Dec. 14, 2016 will be eligible to receive payments from the eighth pro rata interim distribution. Messrs. Harbeck, Picard and Sheehan would like to thank Seanna Brown and Heather Wlodek of BakerHostetler, who worked on the eighth pro rata interim distribution and its related filings, as well as BakerHostetler, Windels Marx and all of the attorneys and professionals whose work has led to the distribution. They would also like to thank Vineet Sehgal and his colleagues at AlixPartners, as well as Josephine Wang, Kevin Bell and their colleagues at SIPC, for their ongoing work and participation in the Madoff Recovery Initiative distributions. 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 Dec. 14, 2016, the SIPA Trustee has recovered more than $11.486 billion and, following the eight interim distribution in January 2017, will raise total distributions to approximately $9.72 billion, which includes more than $839.6 million in advances committed by SIPC. BETHANY COLLEGE: S&P Removes 'B+' Rating from CreditWatch Dev. -------------------------------------------------------------- S&P Global Ratings removed its 'B+' rating on Bethany College, W. Va. from CreditWatch with developing implications and affirmed the rating. The outlook is stable. S&P placed the rating on CreditWatch on Nov. 8, 2016, in connection with its review of the Higher Education Scoring Model following the identification of errors in S&P's model. "We have reviewed the impact of the model errors on Bethany and determined that there is no change to the current rating or outlook," said S&P Global Ratings credit analyst Gauri Gupta. The rating reflects S&P's view of the college's declining enrollment, coupled with weakening demand metrics such as selectivity and matriculation rates and continued exceptionally large operating deficits for the last six years. S&P believes the deficits will continue but narrow over time, along with weakening financial resource ratios that are more consistent with the current rating. Bethany College is a private, nonprofit corporation organized in West Virginia, affiliated with the Christian Church (Disciples of Christ). The college, founded in 1840, is West Virginia's oldest college. BMW PARTNERSHIP: Richard Merritt Objects to Disclosure Statement ---------------------------------------------------------------- Richard Merritt objects to the approval of the disclosure statement and plan of reorganization filed by Trustee D. Parker Sweet on behalf of BMW Partnership, LLP. Mr. Merritt complains that the disclosure statement does not contain adequate information for creditors and equity holders to make an informed judgment about the proposed plan. Specifically, the disclosure statement does not contain a description of assets and their value other than to say that all such assets, whatever they may be, have no value. No information is provided concerning the source of information and to the extent any information is provided, the Trustee disclaims its accuracy and completeness, Mr. Merritt asserts. In addition, no statement is made concerning solicitations by others; no information is provided concerning claims allowance, classification and treatment, no information is provided concerning administrative expernses incurred and projected; no discussion is provided concerning any unresolved accounts receivables or other claims belonging to the estate, and there is no discussion concerning possible tax consequences of the plan to the estate, creditors or equity holders, Mr. Merrit further complains. For these reasons, Mr. Merritt asks the U.S. Bankrupcty Court for the Southern District of Alabama to withhold its approval of the disclosure statement filed by the Trustee unless and until the disclosure statement is amended to address the issues raised in this objection. As reported by the Troubled Company Reporter, under the Plan, the Chapter 11 Trustee will use all funds he is presently holding to pay allowed administrative expense claims, and then to make a single pro rata distribution to the holders of allowed unsecured claims. The Disclosure Statement is available at: http://bankrupt.com/misc/alsb12-02056-827.pdf Mr. Merritt is represented by: A. Richard Maples, Jr MAPLES & FONTENOT, LLP P.O. BOX 1281 Mobile, Alabama 36633 (251) 432-2629 The creditors filed an involuntary petition against BMW Partnership, LLP, for relief under Chapter 7 of the Bankruptcy Code on June 13, 2012, in the U.S. Bankruptcy Court for the Southern District of Alabama. An order for relief was entered by consent. The case was converted to Chapter 11. D. Parker Sweet is the Chapter 11 Trustee. The Chapter 11 case is BMW Partnership, LLP, Case No. 12-02056 (Bankr. S.D. Ala.). CARIBBEAN CREAMERY: Jan. 10 PLan Confirmation Hearing ----------------------------------------------------- Judge Enrique S. Lamoutte Inclan of the U.S. Bankruptcy Court for the District of Puerto Rico conditionally approved Caribbean Creamery Inc.'s disclosure statement to accompany its plan of reorganization, dated Dec. 1, 2016. Jan. 10, 2017 at 10:00 A.M. is fixed for the hearing on final approval of the disclosure statement (if a written objection has been timely filed) and for the hearing on confirmation of the plan. Three days prior to the hearing is fixed as the last day for filing written acceptances or rejections to the plan. Three days prior to the hearing is fixed as the last day for filing and serving written objections to the disclosure statement and confirmation of the plan. About Caribbean Creamery Caribbean Creamery Inc. filed a Chapter 11 petition (Bankr. D.P.R. Case No. 16-00367) on January 22, 2016, and is represented by Jose M. Prieto Carballo, Esq., at JPC Law Office. The case is assigned to Judge Enrique S. Lamoutte Inclan. CHALFONT ROCK: Feb. 22 Disclosure Statement Hearing --------------------------------------------------- Judge Howard R. Tallman of the U.S. Bankruptcy Court of Colorado conditionally approved the small business plan and disclosure statement filed by Chalfont Rock, LLC, dated May 14, 2010. The hearing on the confirmation of the plan and to consider final approval of the disclosure statement is on Feb. 22, 2017 at 1:30 P.M. Feb. 7, 2017 is fixed as the last day for filing written acceptances or rejections of the plan. Feb. 7, 2017 is fixed as the last day for filing and serving written objections to the disclosure statement. Feb. 7, 2017 is fixed as the last day for filing and serving written objections to confirmation of the plan. About Chalfont Rock Chalfont Rock, LLC owns two investment properties in Boulder, Colorado, which it rents out for residential purposes. Chalfont sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 16-12343) on March 16, 2016 CHAPARRAL ENERGY: Milbank Tweed Represents Contrarian Capital et al ------------------------------------------------------------------- Milbank, Tweed, Hadley & McCloy LLP and Drinker Biddle & Reath LLP filed with the U.S. Bankruptcy Court for the District of Delaware a supplemental verified statement, pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, in connection with the Firm's representation of an ad hoc committee of certain holders and investment advisors of certain holders of those certain n (i) 9.875% Senior Notes due 2020 issued by Chaparral Energy, Inc., pursuant to that certain Indenture, dated as of Sept. 16, 2010, among Chaparral Energy, Inc., the guarantors, and Wilmington Savings Fund Society, FSB, as trustee; (ii) 8.25% Senior Notes due 2021 issued by Chaparral Energy, pursuant to that certain Indenture, dated as of Feb. 22, 2011, among Chaparral Energy, the guarantors, and Wilmington Savings, as trustee; and (iii) 7.625% Senior Notes due 2022 issued by Chaparral Energy, pursuant to that certain Indenture, dated as of May 2, 2012, among Chaparral Energy, the guarantors, and Wilmington Savings, as trustee, in the Chapter 11 cases of Chaparral Energy, Inc., et al. The members of the Ad Hoc Committee, which hold disclosable economic interests or act as investment managers or advisors to funds and/or accounts that hold disclosable economic interests in relation to the Debtors, include: a. Contrarian Capital Management, L.L.C., on behalf of various managed accounts and affiliated entities 411 West Putnam Avenue, Suite 425 Greenwich, CT 06830 Nature and amount of disclosable interests: 2020 Notes: $19,085,000 2021 Notes: $42,119,000 2022 Notes: $26,955,000 b. Corre Opportunities Fund, LP 1370 Avenue of the Americas 29th Floor New York, NY 10019 Nature and amount of disclosable interests: 2020 Notes: $901,000 2021 Notes: $910,000 c. Corre Opportunities Qualified Master Fund, LP 1370 Avenue of the Americas 29th Floor New York, NY 10019 Nature and amount of disclosable interests: 2020 Notes: $6,274,000 2021 Notes: $5,350,000 d. Corre Opportunities II Master Fund, LP 1370 Avenue of the Americas 29th Floor New York, NY 10019 Nature and amount of disclosable interests: 2020 Notes: $2,869,000 2021 Notes: $3,181,000 e. Franklin Advisers, Inc., as investment manager on behalf of certain funds and accounts One Franklin Parkway San Mateo, CA 94403 Nature and amount of disclosable interests: 2020 Notes: $14,000,000 2021 Notes: $26,300,000 2022 Notes: $14,300,000 f. Goldman Sachs Asset Management, L.P. on behalf of its participating funds and accounts 200 West Street 35th floor New York, NY 10282 Nature and amount of disclosable interests: 2020 Notes: $25,610,000 2021 Notes: $60,735,000 2022 Notes: $21,720,000 g. Lord, Abbett & Co. LLC as investment adviser on behalf of multiple clients holding 2020 Notes and 2021 Notes 90 Hudson Street Jersey City, NJ 07302 Nature and amount of disclosable interests: 2020 Notes: $31,305,000 2021 Notes: $36,842,000 2022 Notes: $13,250,000 h. Pine River Capital Management L.P. on behalf of various managed funds and accounts 590 Madison Avenue New York, NY 10022 Nature and amount of disclosable interests: 2020 Notes: $24,600,000 2021 Notes: $4,982,000 2022 Notes: $30,266,000 i. PPM America, Inc. As investment adviser on behalf of various managed accounts 225 West Wacker Suite 1200 Chicago, IL 60606 Nature and amount of disclosable interests: 2020 Notes: $5,902,000 2021 Notes: $1,150,000 2022 Notes: $60,561,000 j. Principal Global Investors, LLC as investment advisor on behalf of various clients 711 High Street Des Moines, IA 50392 Nature and amount of disclosable interests: 2020 Notes: $9,164,000 2022 Notes: $29,935,000 k. Silver Point Capital Fund, L.P. Two Greenwich Plaza Greenwich, CT 06830 Nature and amount of disclosable interests: 2020 Notes: $15,350,000 2021 Notes: $11,046,000 2022 Notes: $24,867,000 l. Silver Point Capital Offshore Master Fund, L.P. Two Greenwich Plaza Greenwich, CT 06830 Nature and amount of disclosable interests: 2020 Notes: $29,557,000 2021 Notes: $14,167,000 2022 Notes: $40,194,000 As of Dec. 14, 2016, the Counsel represents only the Ad Hoc Committee in connection with the Notes and does not represent or purport to represent any entity or entities other than the Ad Hoc Committee in connection with the Debtors' Chapter 11 cases. In addition, the Ad Hoc Committee does not represent or purport to represent any other entity or entities in connection with the Debtors' Chapter 11 cases. In December 2015, the Ad Hoc Committee retained the Counsel to represent it with respect to a potential restructuring of the Debtors' obligations under the Notes. In May 2016, the Ad Hoc Committee retained DBR to serve as Delaware local counsel with respect to a potential restructuring of the Debtors' obligations under the Notes. From time to time, additional holders of the Notes have joined and resigned from the Ad Hoc Committee. The Counsel for the Ad Hoc Committee can be reached at: Andrew J. Flame, Esq. Robert K. Malone, Esq. Steven K. Kortanek, Esq. DRINKER BIDDLE & REATH LLP 222 Delaware Avenue, Suite 1410 Wilmington, Delaware 19801-1621 Tel: (302) 467-4200 Fax: (302) 467-4201 E-mail: andrew.flame@dbr.com robert.malone@dbr.com steven.kortanek@dbr.com -- and -- Evan R. Fleck, Esq. Michael Price, Esq. MILBANK, TWEED, HADLEY & McCLOY LLP 28 Liberty Street New York, NY 10005 Tel: (212) 530-5000 Fax: (212) 530-5219 E-mail: efleck@milbank.com mprice@milbank.com About Chaparral Energy, Inc. Founded in 1988, Chaparral Energy, Inc., is a Delaware corporation headquartered in Oklahoma City and a pure play Mid-Continent independent oil and natural gas exploration and production company. At March 31, 2016, the Company had total assets of $1,229,373,000, total current liabilities of $1,940,742,000 and total stockholders' deficit of $759,546,000. Chaparral Energy, Inc., and its 10 affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 16-11144) on May 9, 2016. The petition was signed by Mark A. Fischer, chief executive officer. The Debtors are represented by Richard Levy, Esq., Keith Simon, Esq., David McElhoe, Esq., and Marc Zelina, Esq., at Latham & Watkins LLP; and Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., as counsel. Kurtzman Carson Consultants LLC serves as administrative advisor. The Debtors continue to manage and operate their businesses as debtors in possession pursuant to Sections 1107 and 1108 of the Bankruptcy Code. No trustee or examiner has been requested in the Chapter 11 Cases. The Office of the U.S. Trustee on May 18 disclosed that no official committee of unsecured creditors has been appointed in the case. Milbank, Tweed, Hadley & McCloy LLP and Drinker Biddle & Reath LLP represent an ad hoc committee of holders of (i) 9.875% Senior Notes due 2020, (ii) 8.25% Senior Notes and (iii) 7.625% Senior Notes due 2022 issued by the Debtors. CHC GROUP: Delaware Trust Replaces Law Debenture as Panel Member ---------------------------------------------------------------- U.S. Trustee William T. Neary on Dec. 13, 2016, filed a third amended notice of appointment of CHC Group Ltd.'s official committee of unsecured creditors. The U.S. Trustee tells the Court that the Delaware Trust Company has replaced Law Debenture Trust Company, which was acquired by Delaware Trust Company on Dec. 6, 2016. The U.S. Trustee adds that the corporate representative for Sikorsky Aircraft Corporation is now Christina Francis. Sikorsky Aircraft's former corporate representative on the committee, Brian Pelan, is no longer with the company. The committee members 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 Christina Francis Manager, Finance Planning & Analysis 6 Corporate Drive Shelton CT 06484 Tel: (203) 402-0283 E-mail: christina.z.francis@lmco.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. CHIEFTAIN STEEL: Hires Kerbaugh & Rodes as Accountant and Advisor ----------------------------------------------------------------- Chieftain Steel, LLC and its debtor-affiliates seek permission from the U.S. Bankruptcy Court for the Western District of Kentucky to employ Kerbaugh & Rodes, CPAs as accountant and advisor, nunc pro tunc to September 8, 2016. The Debtors require Kerbaugh & Rodes to examine their income and losses, assist in preparation of operating reports, general assistance in organizing the Debtors' financial data, and provide related planning and advice. The K&R accountant who will work on the Debtors' cases and his hourly rate is: John Rodes, CPA $150 K&R will also be reimbursed for reasonable out-of-pocket expenses incurred. John Rodes, CPA, partner of Kerbaugh & Rodes, CPAs, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. K&R may be reached at: John Rodes, CPA Kerbaugh & Rodes, CPA's 132 N Second Street Danville, KY, 40422 Phone: (859)236-3924 Fax: (859)236-6435 About Chieftain Steel Chieftain Steel, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Ky. Case No. 16-10407) on May 2, 2016. The Debtor tapped Constance G. Grayson, Esq., at Gullette & Grayson, PSC, and Dinsmore & Shohl LLP as bankruptcy attorneys.  The Official Committee of Unsecured Creditors retained Fox Rothschild LLP as its legal counsel, Bingham Greenebaum Doll LLP as its local counsel, and Phoenix Management Services, LLC as its financial advisor. Floyd Industries, LLC, filed a Chapter 11 petition (Bankr. W.D. Ky. Case No. 16-10837) on Sept. 19, 2016, and is represented by Travis Kent Barber, Esq., at Barber Law PLLC, in Lexington, Kentucky. At the time of filing, Floyd Industries had estimated assets and liabilities of $1 million to $10 million.   The Chapter 11 cases of Chieftain Steel and Floyd Industries are jointly administered. CHOUDRIES INC: Lawrence V. Young Named Ch. 11 Trustee ----------------------------------------------------- Andrew R. Vara, the acting United States Trustee for Region 3, asks the United States Bankruptcy Court for the Middle District of Pennsylvania to enter an order approving the appointment of Lawrence V. Young as Chapter 11 Trustee for Choudries, Inc. The U.S. Trustee said he consulted with (a) Gary Imblum, Esq., counsel to the Debtor; (b) Kathryn Sallie, Esq., counsel to Faizan Corp.; (c) Peter Meltzer, Esq., counsel to Manufacturers and Traders Trust Company; (d) Craig Diehl, Esq., counsel to Shahzad Muhaise; (e) Keith Kendall, Esq., counsel to Chaudhry Umar Faruq Maan; and (f) Ronald Drescher, Esq., counsel to New Windsor State Bank, regarding the appointment of the Chapter 11 Trustee. Lawrence Young assured the Court that the he is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. About Choudries Inc. Headquartered in Mechanicsburg, Pennsylvania, Choudries Inc. dba Super Seven Food Mart filed for Chapter 11 bankruptcy protection (Bankr. M.D. Pa. Case No. 16-02475) on June 13, 2016, and is represented by Gary J. Imblum, Esq., at Imblum Law Offices, P.C. The petition was signed by Abdul Akhter, president. The Debtor estimated its assets and liabilities at between $1 million and $10 million each. Judge Mary D. France presides over the case. CITY OF PEARL, MS: Moody's Affirms Ba1 GO Rating on $10.9MM Debt ---------------------------------------------------------------- Moody's Investors Service has affirmed the Ba1 rating on the City of Pearl, MS's general obligation unlimited tax bonds, affecting $10.9 million in Moody's rated debt. Concurrently, Moody's has revised the outlook to stable. The Ba1 rating reflects the city's weak, but improving, financial position. The rating also reflects the city's moderately-sized and stable tax base, below average wealth levels, and elevated debt burden and fixed costs. Rating Outlook The stable outlook reflects recent revenue raising actions which will support stabilized financial performance moving forward by significantly reducing General Fund transfers out and eliminating the need for short-term borrowing. Future reviews will focus on management's ability to maintain balanced operations and rebuild financial reserves. Factors that Could Lead to an Upgrade -- Established trend of structurally balanced operations -- Rebuilding of reserves to adequate levels -- Substantial tax base growth Factors that Could Lead to a Downgrade -- Further financial deterioration -- Return to reliance on short term borrowing or one-time measures to balance future budgets Legal Security The bonds are secured by an annual ad valorem tax, levied against all taxable property in the city without legal limitation as to rate or amount. Use of Proceeds Not Applicable Obligor Profile The City of Pearl is located in Rankin County, approximately 2 miles east of the state capital of Jackson, and supported a population of 26,462 in 2015. Methodology The principal methodology used in this rating was US Local Government General Obligation Debt published in January 2014. CONCHO RESOURCES: S&P Assigns BB+ Rating on $600MM Sr. Unsec. Notes ------------------------------------------------------------------- S&P Global Ratings said it assigned its 'BB+' issue-level rating and '3' recovery rating to Midland, Texas-based oil and gas exploration and production company Concho Resources Inc.'s proposed $600 million senior unsecured notes due 2025. The '3' recovery rating indicates S&P's expectation of meaningful (50% to 70%, upper half of the range) recovery in the event of a payment default. S&P's 'BB+' corporate credit rating and positive outlook on the company are unchanged. S&P expects the company to use the proceeds from the proposed notes to refinance its 6.5% senior unsecured notes due 2022. As of Sept. 30, 2016, $600 million was outstanding on the notes. S&P Global Ratings also said that it has reviewed its recovery and issue-level ratings for Concho Resources Inc. that were labeled as "under criteria observation" (UCO) after publishing its 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 are lowering the senior secured credit facility issue-level rating to 'BBB-' from 'BBB'. The '1' recovery rating remains unchanged, reflecting S&P's estimate of very high (90%-100%) recovery to creditors in the event of a payment default. The 'BBB-' cap under the revised recovery ratings criteria deemphasizes recovery for speculative-grade issuers near the investment grade threshold. The cap affects only issue-level ratings, not recovery ratings. S&P is also affirming its 'BB+' issue-level rating and '3' recovery ratings on the company's existing senior unsecured debt. The '3' recovery rating reflects S&P's estimate of meaningful (50% to 70%, higher end of the range) recovery to creditors in the event of a payment default. These rating actions stem solely from the application of S&P's revised recovery criteria and do not reflect any change in its assessment of the corporate credit rating for Concho Resources. RECOVERY ANALYSIS Key analytical factors -- S&P's simulated default scenario for Concho assumes a sustained period of low commodity prices (consistent with the conditions of past defaults in this sector). -- S&P's valuation of the company's reserves is based on a company-provided year-end PV-10 report incorporating S&P's estimate for acquisitions completed year-date, using its recovery price deck assumptions of $50 per barrel for WTI crude oil and $3.00 per mmBtu for Henry Hub natural gas. -- S&P's analysis assumes that the company's $2.5 billion borrowing base reserve-based loan facility is fully drawn at default and that all debt claims include six months of prepetition interest. Simulated default assumptions -- Simulated year of default: 2021 Simplified waterfall -- Net enterprise value (after 5% administrative costs): $5.2 billion -- Valuation split in % (obligors/nonobligors): 100/0 -- Value available to first-lien debt claims: $5.2 billion -- Secured first-lien debt claims: $2.6 billion -- Recovery expectations: 90% to 100% -- Total value available to unsecured claims: $2.6 billion -- Senior unsecured debt: $2.8 billion -- Recovery expectations: 50% to 70% (capped at the high end of the range) Notes: All debt amounts include six months of prepetition interest. Recovery ratings on unsecured debt issued by companies rated 'BB-' or higher are generally capped at '3' to account for the greater risk of recovery prospects being impaired due to incremental debt issuance prior to default. RATINGS LIST Concho Resources Inc. Corporate credit rating BB+/Positive/-- New Rating Concho Resources Inc. $600 mil sr unsecd notes due 2025 BB+ Recovery rating 3H Issue-Level Rating Lowered; Recovery Rating Unchanged To From Concho Resources Inc. Senior Secured BBB- BBB Recovery rating 1 1 Ratings Affirmed Concho Resources Inc. Senior Unsecured BB+ Recovery rating 3H CONDADO RESTAURANT: 75% Payment for Unsecured Creditors ------------------------------------------------------- Condado Restaurant Group, Inc., and Restaurant Associates of Puerto Rico, Inc., filed with the U.S. Bankruptcy Court for the District of Puerto Rico a disclosure statement explaining their plan of reorganization, which proposes to pay general unsecured creditors 75% of their allowed claims. Class 2 under the Plan consists of the unsecured nonpriority portion of the municipal, state, and federal government agencies. This class will be paid 10% of their allowed claim over the course of 72 months, with interest at 0.75% per annum. Payments will commence on the first anniversary of the Effective Date of the Plan, with funds generated from operations as per payment scheduled. This class is impaired. Class 3 consists of the unsecured portion of the EDB Claim, allowed under section 502 of the Code. This class will be paid 10% of its allowed claim over the course of 72 months, with interest at 0.75% per annum. Payments will commence on the first anniversary of the Effective Date of the Plan, with funds generated from operations as per payment scheduled. This class is impaired. Class 4 consists of general unsecured creditors, excluding those Classes 2 and 3, allowed under section 502 of the Code. These parties are primarily suppliers and other trade creditors. This class will be paid 75% of their allowed claims over the course of 72 months, without interest, commencing on the Effective Date of the Plan with funds generated from operations as per payment schedule. This class is impaired. The Plan will be funded through future earnings of the reorganized Debtors from the operation of their businesses over the next 7 years for the priority and general unsecured claims; any future equity or debt capital acquired by the Debtors, which may be used for payments and distributions; and reduced salaries for the corporation's officers. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/prb16-01329-11-111.pdf About Condado Restaurant Condado Restaurant Group, Inc. and Restaurant Associates of Puerto Rico filed for Chapter 11 bankruptcy protection (Bankr. D. P.R. Case Nos. 16-01329 and 16-01330) on February 24, 2016. The petitions were signed by Dayn Smith, president. The Debtors' cases were consolidated on May 12, 2016 in lead Case No. 16-01329. The Debtors are represented by Javier A. Vega Villalba, Esq., at Weinstein Bacal & Miller, PSC. The Debtor hired Acosta & Ramirez as financial consultant. Condado Restaurant Group, Inc. estimated assets and liabilities at between $1 million and $10 million. Restaurant Associates of Puerto Rico, Inc. estimated assets at $100,000 to $500,000 and liabilities at $1 million to $10 million. CONSOLIDATED AEROSPACE: Moody's Cuts CFR to B3 on Weakened Earnings ------------------------------------------------------------------- Moody's Investors Service downgraded the ratings of Consolidated Aerospace Manufacturing, LLC ("CAM"), including the Corporate Family Rating (CFR) to B3 from B2, the Probability of Default Rating to Caa1-PD from B3-PD, and the senior secured revolving and term loan facilities to B3 from B2. The rating outlook is negative. The following ratings were downgraded: Issuer: Consolidated Aerospace Manufacturing, LLC -- Corporate Family Rating, downgraded to B3 from B2 -- Probability of Default Rating, downgraded to Caa1-PD from B3-PD -- $25 million senior secured revolving credit facility due 2020, downgraded to B3 (LGD3) from B2 (LGD3) -- $240 million senior secured term loan due 2022, downgraded to B3 (LGD3) from B2 (LGD3) Rating outlook: Negative RATINGS RATIONALE The downgrade reflects continued topline pressures and a weakening earnings profile due to internal execution issues, pricing pressure from large customers, and inventory destocking. The combination of these factors has resulted in pronounced earnings pressures, an across-the-board softening of credit metrics and elevated leverage levels. The B3 corporate family rating (CFR) reflects the company's small scale, a high degree of customer concentration, and a limited operating history. “The rating considers CAM's modest size relative to both its competitors and customers, which we believe makes the company particularly vulnerable to pricing pressure in a highly competitive, cyclical industry.” Moody's said. Pricing concessions to major customers, lower volumes in the face of customer destocking and internal capacity issues continue to weigh on profitability with LTM EBITDA margins currently in the high-teens as compared to the mid-20s as recently as 2015. The weakening of CAM's profitability metrics has resulted in a significant increase in financial leverage (September 2016 Moody's adjusted EBITDA of about 6.0x) and a diminishment of financial flexibility. Recent improvements in operating performance at one of the company's key facilities (Bristol) could bode well for improvements in financial performance over the next few quarters. That said, the B3 rating reflects the thus far consistent underperformance to expectations and the multiple internal challenges that the company has faced. CAM's ability to reduce costs to counter pricing pressures, while continuing to improve operational efficiencies and executing strongly in the face of a steep ramp-up in commercial aerospace production rates, will be key considerations over the next 12 to 24 months. The ratings are supported by favorable commercial aerospace fundamentals (CAM's largest end-market at around 90% of sales) as well as barriers to entry such as lengthy qualification processes and long-term customer contracts. The negative outlook reflects concerns around internal capacity constraints and execution issues at several of CAM's key facilities as well as our expectation of continued pricing pressure. Factors that could contribute to a ratings upgrade include Debt-to-EBITDA sustained below 5.0x, FCF-to-Debt consistently above 10% and EBITDA margins sustained in the low-to-mid 20% range. Maintenance of a strong liquidity profile would be a prerequisite for consideration of any upward rating action. Negative rating pressure could be prompted by further earnings declines with EBITDA margins approaching the mid-teens context. An expectation of Debt-to-EBITDA approaching 7.0x or a declining liquidity profile such that the company becomes increasing reliant of its revolver or negative free cash flow could also result in a downgrade. Consolidated Aerospace Manufacturing, LLC ("CAM") is a manufacturer of aerospace fasteners, fittings, and other aerospace parts and components. CAM serves commercial aerospace, defense and industrial end-markets. The company was founded in 2012, is headquartered in Brea, California and is a portfolio company of Tinicum L.P., an investment partnership managed by Tinicum Incorporated. Sales for the twelve months ended September 2016 were $205 million. The principal methodology used in these ratings was "Global Aerospace and Defense Industry" published in April 2014. CONSOLIDATED COMMUNICATIONS: S&P Rates New $935MM Sec. Loan 'BB-' ----------------------------------------------------------------- S&P Global Ratings assigned its 'BB-' issue-level rating and '2' recovery rating to Consolidated Communications Inc.'s proposed $935 million incremental seven-year senior secured term loan. The '2' recovery rating indicates S&P's expectation for substantial (70% to 90%; the upper half of the range) recovery for lenders in the event of a payment default. S&P expects Consolidated will use proceeds from the incremental term loan B to repay existing debt at FairPoint Communications Inc. once the acquisition closes in the middle of 2017. As of Sept. 30, 2016, FairPoint had approximately $917 million debt outstanding, which includes about $617 million outstanding on its senior secured term loan and $300 million of 8.75% senior unsecured notes due 2019. S&P's 'B+' corporate credit rating and stable outlook on parent Consolidated Communications Holdings Inc. remain unaffected as S&P expects that the combined company's 2016 adjusted pro forma debt to EBITDA, including $55 million of cost synergies, which S&P believes is achievable, will be around 4.3x--modestly lower than our expectation for 4.6x for standalone Consolidated. RATINGS LIST Consolidated Communications Holdings Inc. Corporate Credit Rating B+/Stable/-- New Rating Consolidated Communications Inc. $935 mil. term loan due 2023 Senior Secured BB- Recovery Rating 2H CORDERO CORDERO: Needs Additional 90 Days to Win Plan Confirmation ------------------------------------------------------------------ Cordero, Cordero & Asociados-Asesores Legales, P.S.C. requests the U.S. Bankruptcy Court for the District of Puerto Rico to extend the Debtor's time to obtain confirmation of its plan of reorganization for 90 days. The Debtor related that it has already filed its proposed plan of reorganization on August 14, 2015, and that the Court entered an order to schedule the confirmation hearing for December 27, 2016 at 10:00 a.m. The Debtor needs an extension of time to finish all the issues pending that will favorably conclude in the plan being confirmed, specifically since the Debtor has filed Objections to claims number 12, 13 and 20 against its biggest creditor on November 22, 2016, and as such the Debtor has not been able to confirm its plan. 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. CST BRANDS: S&P Retains 'BB' CCR on CreditWatch Positive -------------------------------------------------------- S&P Global Ratings said that it has reviewed its recovery and issue-level ratings for San Antonio, Texas-based CST Brands Inc. that were labeled as "under criteria observation" (UCO) after publishing its 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 is revising its recovery rating on the company's 2023 senior unsecured notes to '3' from '4'. The '3' recovery rating indicates S&P's expectation that lenders would receive meaningful recovery (50% to 70%; upper half of the range) of their principal in the event of a payment default. S&P's 'BB' issue-level rating on the unsecured notes is unchanged. This rating action stems solely from the application of S&P's revised recovery criteria and does not reflect any change in its assessment of the corporate credit ratings for issuers of the affected debt issues. All ratings on the company, including the 'BB' corporate credit rating remain on CreditWatch with positive implications, where they were placed on Aug. 22, 2016 after the company said that it had entered into a definitive agreement to be acquired by Alimentation Couche-Tard Inc. The transaction is pending regulatory review. Ratings List CST Brands Inc. Corporate Credit Rating BB/CW Pos Ratings Unchanged; Recovery Rating Revised To From CST Brands Inc. Senior Unsecured BB/Watch Pos BB/Watch Pos Recovery Rating 3H 4H Ratings Unchanged CST Brands Inc. Senior Secured BBB-/Watch Pos Recovery Rating 1 DACCO TRANSMISSION: Hires Ducera as Investment Banker ----------------------------------------------------- DACCO Transmission Parts (NY), Inc., and its debtor-affiliates seek permission from the U.S. Bankruptcy Court for the Southern District of New York to employ Ducera Partners LLC as investment banker and financial advisor, nunc pro tunc to November 20, 2016. The Debtors require Ducera to: a. analyze various Restructuring scenarios and the potential impact of these scenarios on the value of the Debtors and the recoveries of those stakeholders impacted by the Restructuring; b. provide strategic advice with regard to restructuring, renegotiating or refinancing the Debtors' obligations; c. provide financial advice and assistance to the Debtors in developing a Restructuring; d. in connection therewith, provide financial advice and assistance to the Debtors in structuring any new securities to be issued under a Restructuring; e. assist the Debtors and/or participate in negotiations with entities or groups affected by the Restructuring; f. familiarize itself with the Debtors' businesses, operations, properties, financial condition, prospects and capital structure; g. assist the Debtors in developing financial data and presentations for its board of directors, various creditors and other parties; h. analyze the Debtors' financial liquidity and evaluate alternatives to improve such liquidity in connection with a potential restructuring; i. assist in evaluating the Debtors' valuation, debt capacity and alternative capital structures in light of the Debtors' projected cash flow; j. participate in negotiations among the Debtors and their creditors, suppliers, lessors and other interested parties with respect to restructuring alternatives; k. advise the Debtors and negotiate with lenders with respect to potential waivers or amendments of various credit facilities; l. assist the Debtors in analyzing Debtor in Possession financing and negotiating its terms; and m. provide additional investment banking and financial advisory services as are customarily provided in connection with the analysis and negotiation of any of the foregoing transactions. The Debtors have agreed to pay Ducera the proposed compensation in the Engagement Letter: (a) Monthly Fee: Prior to filing for chapter 11, the Debtors paid Ducera a nonrefundable monthly advisory cash fee of $150,000 on the 9th of each month (the "Monthly Fee"). Pursuant to the terms of the Engagement Letter, the amount of the Monthly Fee increased to $175,000 after the Debtors filed for chapter 11. Ducera shall earn and be paid the Monthly Fee every month during the term of the Engagement Letter. (b) Restructuring Fee: An amount equal to $3,500,000; provided, that such amount shall be reduced by 50% of the Monthly Fees paid by the Debtors prepetition (the "Restructuring Fee"). Ducera will also be reimbursed for reasonable out-of-pocket expenses incurred. Agnes K. Tang, partner at the investment banking firm of Ducera Partners LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Ducera may be reached at: Agnes K. Tang Ducera Partners LLC 499 Park Avenue, 16th Floor New York, NY 10022. Tel: (212)617-9738 E-mail: atang@ducerapartners.com About DACCO Transmission Parts (NY) Headquartered in Cleveland, Ohio, Transtar Holding Company manufactures and distributes aftermarket driveline replacement parts and components to the transmission repair and remanufacturing market. It also supplies autobody refinishing products and manufactures air conditioning, cooling and power steering assemblies and components.   Founded in 1975, Transtar maintains over 70 local branch locations, four manufacturing and production facilities (in Alma, Michigan; Brighton, Michigan; Cookeville, Tennessee; and Ferris, Texas), and four regional distribution centers throughout the United States, Canada and Puerto Rico. On Dec. 21, 2010, the Company was acquired from Linsalata Capital Partners by current majority equity holder Friedman Fleischer & Lowe LLC. The acquisition was financed with $425 million of senior secured credit facilities.   As of the Petition Date, the Company employs approximately 2,000 full-time and 50 part-time employees in the United States, and approximately 100 full-time employees in Canada and Puerto Rico. DACCO Transmission Parts (NY), Inc. and 46 affiliated debtors, including Transtar Holding Company, filed chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 16-13245 to 16-13291) on Nov. 20, 2016. The petitions were signed by Joseph Santangelo, authorized signatory. The cases are pending before Judge Mary Kay Vyskocil, and the Debtors have requested that their cases be jointly administered under Case No.16-13245. The Debtors estimated assets and liabilities at $500 million to $1 billion at the time of the filing. The Debtors tapped Rachel C. Strickland, Esq., Christopher S. Koenig, Esq., Debra C. McElligott, Esq., and Jennifer J. Hardy, Esq., at Willkie Farr & Gallagher LLP as attorneys. The Debtors also hired FTI Consulting, Inc. as restructuring and financial advisors, Ducera Partners LLC as financial advisors and investment banker and Prime Clerk LLC as claims, noticing and solicitation agent. DACCO TRANSMISSION: Hires FTI Consulting as Financial Advisor ------------------------------------------------------------- DACCO Transmission Parts (NY), Inc., and its debtor-affiliates seek permission from the U.S. Bankruptcy Court for the Southern District of New York to employ FTI Consulting, Inc., as financial advisor, nunc pro tunc to November 20, 2016. The Debtors require FTI to: a. assist with developing accounting and operating procedures to segregate prepetition and postpetition business transactions; b. support the preparation of first day motions and developing procedures and processes necessary to implement such motions; c. assist in the development of a creditor matrix; d. assist in the initial preparation of the Statements of Financial Affairs and Schedules of Assets and Liabilities; e. work with the Debtors' communications specialists to develop chapter 11 communications; d. develop training materials and assist in training the Debtors' personnel with respect to chapter 11 procedures; e. assist with developing a vendor management process to interact with suppliers regarding the impact of the chapter 11 process and status their prepetition payables; f. assist with reporting requirements under the DIP Credit Agreement; g. assist with due diligence requests of the Unsecured Creditors' Committee and other potential interested parties; h. assist the Debtors with respect to financial related disclosures that will be required by the Court; i. assist with the review and reconciliation of asserted claims; and j. render other restructuring and general business consulting or other assistance for the Debtors as the Debtors' management or counsel may request. FTI will be paid at these hourly rates: Senior Managing Directors $800–$975 Directors / Managing Directors $595–$795 Consultants / Senior Consultants $315–$570 Administrative / Paraprofessional $125–$250 FTI received retainers and payments from the Debtors totaling $3,907,086.56 in the aggregate for professional services performed and expenses incurred. FTI currently estimates that it has received unapplied advance payments from the Debtors in excess of prepetition billings in the amount of $450,000.00. FTI will also be reimbursed for reasonable out-of-pocket expenses incurred. Daniel Hugo, managing director of FTI Consulting, Inc., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. FTI may be reached at: Daniel Hugo FTI Consulting, Inc. 2001 Ross Avenue, Suite 300 Dallas, TX 75201 Tel: 214-397-1600 Fax: 214-397-1790 About DACCO Transmission Parts (NY)   Headquartered in Cleveland, Ohio, Transtar Holding Company manufactures and distributes aftermarket driveline replacement parts and components to the transmission repair and remanufacturing market. It also supplies autobody refinishing products and manufactures air conditioning, cooling and power steering assemblies and components.   Founded in 1975, Transtar maintains over 70 local branch locations, four manufacturing and production facilities (in Alma, Michigan; Brighton, Michigan; Cookeville, Tennessee; and Ferris, Texas), and four regional distribution centers throughout the United States, Canada and Puerto Rico.   On Dec. 21, 2010, the Company was acquired from Linsalata Capital Partners by current majority equity holder Friedman Fleischer & Lowe LLC. The acquisition was financed with $425 million of senior secured credit facilities.   As of the Petition Date, the Company employs approximately 2,000 full-time and 50 part-time employees in the United States, and approximately 100 full-time employees in Canada and Puerto Rico.   DACCO Transmission Parts (NY), Inc. and 46 affiliated debtors, including Transtar Holding Company, filed chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 16-13245 to 16-13291) on Nov. 20, 2016. The petitions were signed by Joseph Santangelo, authorized signatory. The cases are pending before Judge Mary Kay Vyskocil, and the Debtors have requested that their cases be jointly administered under Case No.16-13245.   The Debtors estimated assets and liabilities at $500 million to $1 billion at the time of the filing.   The Debtors tapped Rachel C. Strickland, Esq., Christopher S. Koenig, Esq., Debra C. McElligott, Esq., and Jennifer J. Hardy, Esq., at Willkie Farr & Gallagher LLP as attorneys. The Debtors also hired FTI Consulting, Inc. as restructuring and financial advisors, Ducera Partners LLC as financial advisors and investment banker and Prime Clerk LLC as claims, noticing and solicitation agent. DAVID ZOWINE: Unsecured Creditors to Recoup 100% Over 3 Years ------------------------------------------------------------- David Zowine and Karina Zowine filed with the U.S. Bankruptcy Court for the District of Arizona a disclosure statement explaining their plan of reorganization, dated Dec 2, 2016, which provides the best opportunity for the Debtors to reorganize their financial affairs and provide a full payment to creditors. Wichansky and David Zowine were each 50% shareholders of Zoe Holding Company, Inc., through March 26, 2012, when David Zowine purchased Wichansky's 50% interest as the result of a court ordered dissolution of the Company. Since that date, Zowine has been the sole shareholder of ZHC. Class 5, Well Fargo Secured Claim, is impaired. Wells Fargo holds a secured claim against a 2007 Bentley GTC in the approximate amount of $20,000.00. The holder of the Class 5 Claim shall receive payment in full. The interest rate shall be modified to 5% per annum, and payments will be made on a monthly basis for 24 months. The first payment will be made 30 days after the Effective Date. Class 10, General Unsecured Claims, is impaired by the Plan. Each holder of a Class 10 General Unsecured Claim shall receive 100% of their allowed general unsecured claim over 3 years, paid quarterly. The first payment will be made 90 days after the Effective Date. Class 11, Wichansky Disputed Punitive Damages Claim, is impaired. This Class is subordinated to all other Classes of Creditors, pursuant to 11 U.S.C. Section 726 (a)(4). The Debtors dispute the claim in its entirety. Class 11 will receive full payment of the amount of its allowed claim, with interest at the Federal Judgment Rate of interest (.68% per annum) only after full payment pursuant to the Plan has been made to all other creditors. Payment will be no sooner than the 10th Anniversary of the Effective Date. The Plan will be funded by ZHC. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/azb2-16-08963-144.pdf Counsel for the Debtors: Michael W. Carmel, Esq. MICHAEL W. CARMEL, LTD. 80 East Columbus Avenue Phoenix, Arizona 85012-2334 Telephone: (602) 264-4965 Arizona State Bar No. 007356 Facsimile: (602) 277-0144 E-mail: Michael@mcarmellaw.com David T. Zowine and Karina M. Zowine sought Chapter 11 protection (Bankr. D. Ariz. Case No. 16-08963) on Aug. 4, 2016. The Debtors tapped Michael W. Carmel, Esq. at Michael W. Carmel, Ltd. as counsel. DETROIT, MI: Bankruptcy Accountability Bill Headed for Final OK --------------------------------------------------------------- The American Bankruptcy Institute, citing Kathleen Gray of Detroit Free Press, reported that the Senate unanimously passed a bill that would make the board members who oversee investments of the city of Detroit health care funds more transparent and subject to dismissal for incompetence. According to the report, the bill is a leftover from the package of bills the Legislature passed in 2014 to bail out the city of Detroit as it went through bankruptcy. It would allow the authority that oversees the board to remove a trustee without cause with 30 days notice or immediately if the trustee is found to be incompetent, the report related. The board of trustees would have to meet at least quarterly in meetings open to the public and the board would be subject to the Freedom of Information act, the report further related. In addition, the board would have to do annual reports detailing any travel or other expenditures made by board members and their pay would be approved if they actually attended meetings and would be limited to a maximum of 45 hours per month, the report said. The action on HB 5421 comes after Detroit pension boards were plagued by members who took elaborate trips to conferences, the report noted. The Senate voted unanimously to pass the bill and send it to Gov. Rick Snyder for his signature, the report said. The bill passed with wide bi-partisan support in the House of Representatives in April, the report added. About the City of Detroit The City of Detroit, Michigan, weighed down by more than $18 billion in accrued obligations, sought municipal bankruptcy protection on July 18, 2013, by filing a voluntary Chapter 9 petition (Bankr. E.D. Mich. Case No. 13-53846). Detroit estimated more than $1 billion in both assets and debts. Kevyn Orr, who was appointed in March 2013 as Detroit's emergency manager, signed the petition. Detroit is represented by lawyers at Jones Day and Miller Canfield Paddock and Stone PLC. Michigan Governor Rick Snyder authorized the bankruptcy filing. The filing made Detroit the largest American city to seek bankruptcy, in terms of population and the size of the debts and liabilities involved. The City's $18 billion in debt includes $5.85 billion in special revenue obligations, $6.4 billion in post-employment benefits, $3.5 billion for underfunded pensions, $1.13 billion on secured and unsecured general obligations, and $1.43 billion on pension- related debt, according to a court filing. Debt service consumes 42.5 percent of revenue. The city has 100,000 creditors and 20,000 retirees. Detroit was represented by David G. Heiman, Esq., and Heather Lennox, Esq., at Jones Day, in Cleveland, Ohio; Bruce Bennett, Esq., at Jones Day, in Los Angeles, California; and Jonathan S. Green, Esq., and Stephen S. LaPlante, Esq., at Miller Canfield Paddock and Stone PLC, in Detroit, Michigan. Sharon Levine, Esq., at Lowenstein Sandler LLP, represented the American Federation of State, County and Municipal Employees and the International Union. Babette Ceccotti, Esq., at Cohen, Weiss & Simon LLP, represented the United Automobile, Aerospace and Agricultural Implement Workers of America. A nine-member official committee of retired workers appointed in the case was represented by Dentons US LLP. Lazard Freres & Co. LLC serves as the Retiree Committee's financial advisor. Detroit filed a notice that the effective date of its bankruptcy-exit plan occurred on Dec. 10, 2014. Judge Steven Rhodes on Nov. 12, 2014, entered an order confirming the Eighth Amended Plan for the Adjustment of Debts of the City of Detroit. Thomas Tucker, a federal bankruptcy judge since 2003, took over Detroit's landmark bankruptcy case following the retirement of Judge Rhodes. DIRECTBUY HOLDINGS: Creditors' Panel Hires Saul Ewing as Counsel ---------------------------------------------------------------- The Official Committee of Unsecured Creditors of Directbuy Holdings, Inc., et al., seeks authorization from the U.S. Bankruptcy Court for the District of Delaware to retain Saul Ewing LLP as counsel for the Committee, nunc pro tunc to November 14, 2016. The Committee requires Saul Ewing to: a. advise the Committee with respect to its rights, duties, and powers in these Chapter 11 Cases; b. assist and advise the Committee in its consultations with the Debtors relative to the administration of these Chapter 11 Case; c. assist the Committee in analyzing the claims of the Debtors' creditors and the Debtors' capital structure and in negotiating with holders of claims and equity interests; d. assist the Committee in its investigation of the acts, conduct, assets, liabilities, and financial condition of the Debtors and of the operation of the Debtors' businesses; e. assist the Committee in its investigation of the liens and claims of the Debtors' pre-petition lenders and the prosecution of any claims or causes of action revealed by such investigation; f. assist the Committee in its analysis of, and negotiations with, the Debtors or any third party concerning matters related to, among other things, the assumption or rejection of unexpired leases and executory contracts, asset dispositions, financing of other transactions and the terms of one or more plans of reorganization for the Debtors and accompanying disclosure statements and related plan documents; g. assist and advise the Committee as to its communications to unsecured creditors regarding significant matters in these Chapter 11 Cases; h. represent the Committee at hearings and other proceedings; i. review and analyze applications, orders, statements of operations, and schedules filed with the Court and advise the Committee as to their propriety; j. assist the Committee in preparing pleadings and applications as may be necessary in furtherance of the Committee's interests and objectives; k. prepare, on behalf of the Committee, any pleadings, including without limitation, motions, memoranda, complaints, adversary complaints, objections, or comments in connection with any of the foregoing; and l. perform other legal services as may be required or are otherwise deemed to be in the interests of the Committee in accordance with the Committee's powers and duties as set forth in the Bankruptcy Code, Bankruptcy Rules, or other applicable law. Saul Ewing will be paid at these hourly rates: Partners $395-$925 Special Counsel $350-$575 Associates $250-$410 Paraprofessionals $190-$325 Saul Ewing will also be reimbursed for reasonable out-of-pocket expenses incurred. Sharon L. Levine, Esq., partner in the law firm of Saul Ewing LLP, assured the Court that the firm is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code, and neither represents nor holds an interest adverse to the interest of the Committee, the Debtors, or their estates. The following is provided in response to the request for additional information set forth in D1 of the U.S. Trustee's Appendix B Guidelines: -- The rates charged by Saul Ewing Post-Petition Date take into account the risks associated with the proposed engagement and Saul Ewing's standard hourly rates relative to market. -- The Committee approved the budget and staffing plan for the first budgeted period from November 14, 2016 through December 31, 2016. Saul Ewing can be reached at: Sharon L. Levine, Esq. Saul Ewing LLP 1201 N. Market Street, Suite 2300 Wilmington, DE 19801 Tel: (302) 421-6800 Fax: (302) 421-6813 About DirectBuy Holdings DirectBuy Holdings Inc., headquartered in Merrillville, Indiana, is a membership buying club that operates under a franchise business model. DirectBuy Holdings, Inc., United Consumers Club, Incorporated, DirectBuy, Inc., Beta Finance Company, Inc., UCC Distribution, Inc., U.C.C. Trading Corporation, National Management Corporation, and UCC of Canada, Inc., each filed chapter 11 petitions (Bankr. D. Del. Lead Case No. 16-12435) on Nov. 1, 2016. The Debtors are represented by Marion M. Quirk, Esq., Nicholas J. Brannick, Esq., Michael D. Sirota, Esq., Ilana Volkov, Esq., Felice R. Yudkin, Esq., at Cole Schotz P.C. Prime Clerk LLC serves as their claims and noticing agent. Carl Marks & Co. serves as their financial advisor. Judge Christopher S. Sontchi has been assigned the cases. DirectBuy Holdings estimated $100 million to $500 million in both assets and liabilities. The petitions were signed by Michael P. Bornhorst, chief executive officer. The Company's Canadian subsidiaries were slated on Nov. 2, 2016, to commence proposal proceedings under the Bankruptcy and Insolvency Act ("BIA") to obtain an Order from the Ontario Superior Court of Justice approving proposals to be made by the Canadian Subsidiaries to their respective creditors under Part III of the BIA. Andrew R. Vara, Acting U.S. Trustee for Region 3, appointed five creditors of DirectBuy Holdings, Inc., to serve on the official committee of unsecured creditors. DRIVING MISS DAISY: Unsecureds to Get 100% Over 7-Year Period ------------------------------------------------------------- Driving Miss Daisy, Inc., asks the U.S. Bankruptcy Court for the District of Minnesota to conditionally approve the disclosure statement explaining its plan of reorganization filed on Dec. 1, 2016. Class 1, General Unsecured Creditors, is Impaired under the Plan. Class 1 includes all allowed general unsecured claims against the Debtor. The Debtor estimates these claims to total $99,197 exclusive of any insider, waived or disputed claims. Each Class 1 claim will be paid 100% of their allowed claim amount, without interest, over a period not exceeding seven years following the Effective Date. Accordingly, each holder of a Class 1 claim will receive a pro rata share of regular distributions totaling approximately $99,197, without interest, to be made in semi-annual (i.e., twice per year) payments, commencing on the 15th day of the sixth full calendar month following the Effective Date, and then again on the 15th of the month that is 6 months thereafter, and continuing likewise once every six months for a total of 14 semi-annual payments of $7,086 each. Insiders of the Debtor, as defined in Section 101(31) of the Code, will waive any claim that each may have against the Debtor. Accordingly, no insider of the Debtor will receive any payment on his or her claims. The Debtor estimates these claims to total $1,750. Class 2, Equity Security Holders of the Debtor, is Unimpaired under the Plan. All Class 2 equity interests in the Debtor will remain in place and continue to be held by the holder thereof. Payments and distributions under the Plan will be funded by the Debtor's income from its continued operations. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/mnb16-41865-28.pdf About Driving Miss Daisy Driving Miss Daisy, Inc., filed for Chapter 11 bankruptcy protection (Bankr. D. Minn. Case No. 16-41865) on June 21, 2016. Lynn J.D. Wartchow, Esq., at Wartchow Law Office, LLC, serves as the Debtor's bankruptcy counsel. The U.S. Trustee informs the U.S. Bankruptcy Court for the District of Minnesota that a committee of unsecured creditors has not been appointed in the Chapter 11 case of Driving Miss Daisy, Inc., due to insufficient response to the U.S. Trustee communication/contact for service on the committee. E Z MAILING: Obtains Court Approval to Exit Ch. 11 Bankruptcy ------------------------------------------------------------- Katy Stech, writing for The Wall Street Journal Pro Bankruptcy, reported that U.S. Bankruptcy Judge Stacey Meisel ruled that EZ Worldwide Express, a/k/a E Z Mailing Services, can emerge from bankruptcy protection after downsizing operations. According to the report, company executives for EZ Worldwide Express on Dec. 9, 2016, received permission from the bankruptcy judge to put a debt-repayment plan for the Elizabeth, N.J., business into action, court papers show. "There are tremendous growth prospects in connection with the Amazon relationship," EZ Worldwide Express lawyers said in earlier documents filed in U.S. Bankruptcy Court in Newark, N.J., the WSJ report related. The report related that before the filing, business from Forever 21 -- which had provided roughly half of the company's $50 million in annual revenue -- had "declined precipitously," EZ Worldwide Express lawyers said in court papers. Company officials used the contract-cutting power of bankruptcy to formally cut ties with Forever 21, though they later reached a new deal with the retailer to deliver to 34 stores, the report further related. Company officials then laid off about half of the business's 700 workers and auctioned about half of its 300 trucks, the report said. They also closed eight of the company's 13 warehouses, the report added. Top company officials, including co-owners Vijay and Ajay Aggarwal, cut their salary payments by a third, the WSJ report cited a presentation provided by EZ Worldwide Express lawyer Warren Martin Jr., Esq. During the bankruptcy, the company also negotiated deals with lenders and other creditors to repay debt over time, the report said. Its unsecured creditors, for example, will get $400,000 made in four annual payments, plus a portion of whatever money the company collects beyond $35 million a year, the report added. About E Z Mailing Services E Z Mailing Services Inc. and United Business Freight Forwarders are transportation logistics companies whose customers include Macy's, Walmart, JC Penny and Forever 21. After primary lender PNC Bank declared a default and demanded immediate payment of $4.2 million, which resulted to a customer freezing payment, E Z Mailing and UBFF filed Chapter 11 bankruptcy petitions (Bankr. D.N.J. Case Nos. 16-10615 and 16-10616, respectively) on Jan. 13, 2016. Ajay Aggarwal, the president, signed the petitions. The Debtors each estimated assets and liabilities in the range of $10 million to $50 million. Judge Stacey L. Meisel presides over the cases. Porzio, Bromberg & Newman, PC, serves as counsel to the Debtors. Bederson LLP's Edward Bond is serving as CRO and crisis manager of the Debtors. The Acting United States Trustee Andrew R. Vara has appointed three creditors of EZ Mailing Service Inc to serve on the official committee of unsecured creditors. The Committee tapped Lowenstein Sandler LLP as counsel and EisnerAmper LLP as financial advisor. EDCON HOLDINGS: South African Retailer Seeks Creditor Protection ---------------------------------------------------------------- Edcon Holdings Limited, a South African non-food retailer, and three affiliated entities sought creditor protection under Chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case Nos. 16-13475 to 16-13478) on Dec. 13, 2016. The Chapter 15 petitions were filed by Mr. Charles Mzwandile Vikisi. The Johannesburg, South Africa-based retailer is represented by James H.M. Sprayregen, Esq., and Adam C. Paul, Esq., at Kirkland & Ellis. Martin O'Sullivan, writing for Bankruptcy Law360, reported that Edcon cited the weakness of the rand and a general decline in consumer spending. The Company had $2.1 billion in debt. The Law360 report said the Chapter 15 filing was made the same day Edcon opened corporate rehabilitation proceedings in Johannesburg. Edcon owns department, discount and other store chains and runs one of the South Africa's largest consumer credit programs. EL PRIMERO: Asks Court To Approve Chapter 11 Plan ------------------------------------------------- El Primero, Inc., filed with the U.S. Bankruptcy Court for the Eastern District of Virginia an amended motion for order determining that the Debtor's Chapter 11 plan contains adequate information. The Debtor submits that the Plan contains adequate information, as that term is defined in Section 1125 of the U.S. Bankruptcy Code, and that the economies of the Debtor's bankruptcy case support a quick and efficient plan process. Given the necessity of holding a hearing on this request, and the upcoming December holidays, the Debtor says it is unlikely the Court will be able to approve the Chapter 11 Plan in this case within 45 days of its filing. Accordingly, the Debtor requests that the Court extend the deadline to confirm the Debtor's Chapter 11 Plan of Liquidation in this case. The Debtor requests that the Court enter an order: a. determining that the Plan contains adequate information and that it is not necessary to file a separate disclosure statement; b. establishing a deadline to submit ballots accepting or rejecting the Plan; c. establishing a deadline to object to the Plan; and d. extending the deadline to confirm the Plan. As reported by the Troubled Company Reporter on Dec. 12, 2016, the Debtor asked the Court 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. The Court is set to hold a hearing on Dec. 13, at 11:00 a.m. 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. EMERALD PERFORMANCE: S&P Raises Rating on 2nd-Lien Loan to 'B-' --------------------------------------------------------------- S&P Global Ratings said that it has reviewed its recovery and issue-level ratings for Emerald Performance Materials LLC that were labeled as "under criteria observation" (UCO) after publishing its revised recovery ratings criteria on Dec. 7, 2016. With S&P's criteria review complete, is is removing the UCO designation from these ratings and are updating the issue level and recovery ratings. S&P is affirming the issue-level and recovery ratings on the company's first-lien credit facility at 'B' and '3', respectively. S&P is raising the issue-level ratings on the company's second-lien term loan to 'B-' from 'CCC+' and revising the recovery rating to '5' from '6'. The '5' recovery rating indicates S&P's expectation for modest (10%-30%; lower end of the range) recovery for lenders in the event of a default. These rating actions stem solely from the application of S&P's revised recovery criteria and do not reflect any change in its assessment of the corporate credit ratings for issuers of the affected debt issues. RATINGS LIST Issue-Level Ratings Affirmed; Recovery Rating Unchanged To From Emerald Performance Materials LLC Sr secd first lien B B Recovery rating 3H 3L Issue-Level Rating Raised; Recovery Rating Revised To From Emerald Performance Materials LLC Sr secd second lien B- CCC+ Recovery rating 5L 6 ENOVA INTERNATIONAL: S&P Lowers Rating on $500MM Sr. Notes to 'B-' ------------------------------------------------------------------ S&P Global Ratings said that it lowered the issue rating on Enova International Inc.'s $500 million 9.75% senior notes to 'B-' from 'B'. S&P also revised the recovery rating on the notes to '5' from '4'. The '5' recovery rating indicates S&P's expectation for modest (10%-30%; lower end of the range) recovery for lenders in the event of default. The rating actions are the result of S&P Global Ratings reviewing its recovery and issue ratings for Enova International Inc. that were labeled as "under criteria observation" (UCO) after publishing its revised recovery ratings criteria on Dec. 7, 2016. With S&P's criteria review complete, it is removing the UCO designation from these ratings. These rating actions stem solely from the application of S&P's revised recovery criteria and do not reflect any change in its assessment of the corporate credit ratings for issuers of the affected debt issues. S&P's recovery analysis includes the $35 million revolving credit facility, $60% draw on $275 million securitization facility, and $500 million 9.75% senior unsecured notes. All of the company's long-term debt instruments are unsecured. In October 2016, Enova upsized its receivables securitization facility to $275 million from $175 million, which S&P treats as a priority claim, along with the revolving credit facility, over the unsecured debt in the event of a default. The high level of priority claims materially impairs the recovery prospects for the unsecured bonds. SIMPLIFIED RECOVERY WATERFALL -- Emergence EBITDA: $81.1 mil. -- Multiple: 4.0x -- Gross recovery value: $324.4 mil. -- Net recovery value for waterfall after admin expenses (5%) [and pensions, if applicable]: $308.2 mil. -- Obligor/non-obligor valuation split: 100%/0% -- Estimated priority claims [revolver and securitization facility]: $203.7 mil. -- Remaining recovery value: $104.5 mil. -- Estimated senior unsecured notes claim: $519.6 mil. -- Recovery range: 10%-30% (at the lower end) RATINGS LIST Enova International Inc. Issuer Credit Rating B/Negative/-- Ratings Lowered; Recovery Rating Revised To From Enova International Inc. Senior Unsecured B- B Recovery Rating 5L 4L ERICKSON INC: Clarifies Parties That May Join in DIP Syndication ---------------------------------------------------------------- Erickson Incorporated on Nov. 29, 2016, filed with the Bankruptcy Court syndication procedures pursuant to which certain holders of the Company's 8.25% Second Priority Senior Secured Notes due 2020 are being afforded the opportunity to subscribe to provide financing as lenders under the Company's debtor-in-possession loan facility. A copy of the Syndication Procedures is available at https://is.gd/sA2W67 On December 2, 2016, the Bankruptcy Court entered a final order approving the DIP Term Facility. As authorized by the Final DIP Order, the Company began soliciting participation in the DIP Term Facility by eligible holders of the Second Priority Notes on December 8, 2016. The opportunity to participate expires at 5:00 p.m., New York City time, on December 19, 2016 unless extended or earlier terminated by mutual agreement of the Backstop Parties, the Company and the agent under the DIP Term Facility. As reported by the Troubled Company Reporter, the eligible beneficial holders of Second Priority Notes will have the opportunity to purchase a portion of $62,500,000 in aggregate principal amount of the DIP Term Facility. The Company clarifies that participation is limited to an eligible holder of the Second Priority Notes -- including each Backstop Party -- that is an entity that is: (i) either (A) a Qualified Institutional Buyer, as such term is defined in Rule 144A under the Securities Act or (B) an Institutional Accredited Investor within the meaning of Rule 501(A)(1), (2), (3) or (7) under the Securities or an entity in which all of the equity investors are such institutional "Accredited Investors", (ii) a beneficial holder of Second Priority Notes on December 2, 2016, and (iii) not the Company or an affiliate of the Company. About Erickson Founded in 1971, Erickson Incorporated -- http://www.ericksoninc.com/-- is a vertically-integrated manufacturer and operator of the powerful heavy-lift Erickson S-64 Aircrane helicopter, and is a leading global provider of aviation services. Erickson currently possesses a diverse fleet of 69 rotary-wing and fixed-wing aircraft that support a variety of government and civil customers worldwide. The Company, which employs 711 individuals, has a broad range of aerial services consisting of three primary business segments: (i) global defense and security, (ii) civil aviation services, and (iii) manufacturing and maintenance, repair, and overhaul. Jeff Roberts was appointed as president and chief executive officer in April 2015. Erickson Incorporated, based in Portland, OR, and its affiliates each filed a Chapter 11 petition (Bankr. N.D. Tex.; Erickson Incorporated, Case No. 16-34393; Evergreen Helicopters International, Inc., Case No. 16-34392; EAC Acquisition Corporation, Case No. 16-34394; Erickson Helicopters, Inc., Case No. 16-34395; Erickson Transport, Inc., Case No. 16-34396; Evergreen Equity, Inc., Case No. 16-34397; Evergreen Unmanned Systems, Inc., Case No. 16-34398) on Nov. 8, 2016. The Hon. Barbara J. Houser presides over the cases. In its petition, Erickson estimated $942.8 million in assets and $881.5 million in liabilities. The Debtors have hired Haynes and Boone, LLP as counsel; Imperial Capital LLC, as investment banker; Alvarez & Marsal as financial and restructuring advisor; and Kurtzman Carson Consultants as claims and noticing agent. ERWIN WILLIAMS: Disclosure Statement Hearing Set for Jan. 10 ------------------------------------------------------------ The U.S. Bankruptcy Court for the Eastern District of Louisiana is set to hold a hearing on Jan. 10, at 10:00 a.m., to consider approval of the disclosure statement explaining the Chapter 11 plan of Erwin John Williams and Julie Mangiaracina Scuderi. The hearing will take place at Hale Boggs Federal Building, Courtroom B-705, 500 Poydras Street, New Orleans, Louisiana. Objections are due by Jan. 3. About Erwin Williams and Julie Scuderi Erwin John Williams and Julie Mangiaracina Scuderi filed a voluntary petition for relief under Chapter 13 of Title 11, United States Code (Bankr. E.D. La. Case No. 15-12776) on October 23, 2015. On June 15, 2016, the court entered an order converting the Chapter 13 case to a case under Chapter 11 of the Bankruptcy Code. ESPLANADE HL: Hires A&G Realty as Real Estate Broker and Investment ------------------------------------------------------------------- Esplanade HL, LLC and its debtor-affiliates seek permission from the U.S. Bankruptcy Court for the Northern District of Illinois to A&G Real Partners, LLC as real estate broker and investment banker to the Debtors. The Debtors require A&G to: a. consult with the Debtor to discuss the Debtor’s goals, objectives and financial parameters in relation to the Properties; b. review the Properties and provide Property Valuations; c. negotiate on behalf of the Debtor with its lenders to assist the Debtor in restructuring and/or refinancing its debt; d. market the Properties for sale; e. negotiate with third parties on behalf of the Debtor in order to assist the Debtor in obtaining Property; and f. report periodically to the Debtor regarding the status of the Services. A&G will be paid, from the gross sale proceeds, a commission of 3% of Gross Proceeds. To the extent that A&G is successful in restructuring certain Debtors' obligations, A&G will be paid, pursuant to the Agreement, 1.5% of Gross Proceeds. A&G will also be reimbursed for reasonable out-of-pocket expenses incurred. Michael Jerbich, principal of A&G Realty Partners, LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. A&G may be reached at: Michael Jerbich A&G Realty Partners, LLC 525 W. Monroe St., Suite 2330 Chicago, IL 60661 Tel: 312-454-2057 Mobile: 773-294-5354 Fax: 312-454-4549 E-mail: michael@agrealtypartners.com About Esplanade HL Esplanade HL, LLC, 2380 Esplanade Drive, LLC, 9501 W. 144th Place, LLC, and 171 W. Belvedere Road, and LLC, Big Rock Ranch, LLC each filed chapter 11 petitions (Bankr. N.D. Ill. Case Nos. 16-33008, 16-33010, 16-33011, 16-33013, and 16-33015,respectively) on October 17, 2016. The petitions were signed by William Vander Velde III, sole member and manager. The Debtors are represented by Harold D. Israel, Esq. and Sean P. Williams, Esq., at Goldstein & McClintock, LLLP. Esplanade HL's case is assigned to Judge Carol A. Doyle. 2380 Esplanade Drive's case is assigned to Judge Donald R Cassling. 9501 W. 144th Place's case is assigned to Judge Timothy A. Barnes. 171 W. Belvidere Road, LLC's case is assigned to Judge Janet S. Baer. Big Rock Ranch's case is assigned to Judge Deborah L. Thorne. The Debtors have requested the joint administration of their cases. Big Rock Ranch estimated assets at $500,000 to $1 million and liabilities at $100,000 to $500,000. All the other Debtors estimated assets and liabilities at $1 million to $10 million. FELCOR LODGING: Moody's Hikes Senior Unsecured Rating to B2 ----------------------------------------------------------- Moody's Investors Service upgraded the senior unsecured rating of FelCor Lodging Trust ("FCH") to B2 from B3. Concurrently, the outlook was revised to stable from positive. The following rating actions were taken: Upgrades: Issuer: FelCor Lodging Limited Partnership -- Corporate Family Rating, Upgraded to B2 from B3 -- Senior Secured Regular Bond/Debenture, Upgraded to B1 from B2 -- Senior Unsecured Regular Bond/Debenture, Upgraded to B2 from B3 Issuer: FelCor Lodging Trust Inc. -- Corporate Family Rating, Upgraded to B2 from B3 -- Multiple Seniority Shelf, Upgraded to (P)Caa1 from (P)Caa2 -- Pref. Stock Preferred Stock, Upgraded to Caa1 from Caa2 Outlook Actions: Issuer: FelCor Lodging Limited Partnership -- Outlook, Changed To Stable From Positive Issuer: FelCor Lodging Trust Inc. -- Outlook, Changed To Stable From Positive RATINGS RATIONALE Key strengths supporting the rating upgrade to the B2 senior unsecured rating include an improved balance sheet and stronger operating results. This progress reflects the REIT's successful portfolio repositioning and redevelopment strategy which coincided with the robust operating performance of the U.S. hotel market in recent years. In addition, in May 2015, the company shifted to an unsecured capital structure with the closing of its $475 million senior unsecured bond issuance. As a result, the company has seen its fixed charge coverage improve on a trailing twelve month basis to 2.2x at 3Q16 from 1.5x at YE2014 and its net debt / EBITDA improve to 5.5x at 3Q16 from 7.1x at YE2014. FCH remains committed to further reducing leverage through asset sales and EBITDA growth, with stated guidance of 4.5x to 5.0x for net debt / EBITDA. In addition, the REIT maintains a well-laddered debt maturity profile, with only $85 million in mortgage debt related to The Knickerbocker hotel coming due prior to 2019, a credit positive. Key credit challenges that remain include the REIT's high effective leverage, high levels of secured debt and small unencumbered asset base, all of which significantly limit the company's financial flexibility. In addition, although fundamentals for the lodging sector remain solid, increased supply in certain key markets and sluggish economic activity may weigh negatively on future performance. FelCor's RevPAR growth and EBITDA margins have seen only modest improvement over the last year, due in part to the softening in the overall U.S. hotel market. The stable rating outlook reflects Moody's expectation that FelCor will continue to improve its operating and financial profile with key metrics such as effective leverage, secured debt and unencumbered assets. Positive ratings movement would be predicated upon continued strength in FelCor's operating results - including the operating performance of the REIT's redevelopment projects - and lower leverage, as measured by reductions in key ratios including effective leverage closer to 50%, secured debt closer to 20%, maintaining net debt / EBITDA at or below current levels on a consistent basis and fixed charge coverage closer to 3.0x. A strong liquidity position with unencumbered assets above 50% on a consistent basis would also be a key component to a ratings upgrade. Downward ratings movement would result from any liquidity challenges, operational setbacks or lack of de-leveraging progress. Moody's last rating action with respect to FelCor was on May 14, 2015 when Moody's affirmed all existing ratings and revised the outlook from stable to positive. FelCor Lodging Trust Inc. [NYSE: FCH] is a real estate investment trust headquartered in Irving, TX; the REIT owns interests in 39 properties located in major and resort markets throughout the U.S. FelCor partners with leading hotel companies to operate its hotels, which are flagged under well-known brands and premier independent hotels. At September 30, 2016, FelCor reported total assets of $1.7B and total equity of $249M. The principal methodology used in these ratings was Global Rating Methodology for REITs and Other Commercial Property Firms published in July 2010. FILIP TECHNOLOGIES: Hires Kurtzman Carson as Administrative Agent ----------------------------------------------------------------- Filip Technologies, Inc., and its debtor-affiliates seek permission from the U.S. Bankruptcy Court for the District of Delaware to employ Kurtzman Carson Consultants LLC as administrative agent, nunc pro tunc to November 1, 2016 . The Debtors require KCC to: a. tabulate votes and perform subscription and solicitation services as may be requested or required in connection with the Plan filed by the Debtors and provide ballot reports and related balloting and tabulation services to the Debtors and their professionals; b. generate an official ballot certification and testify, if necessary, in support of the ballot tabulation results; c. perform other administrative services as may be requested by the Debtors that are not otherwise allowed under the order approving the Section 156(c) Application. The Debtors agrees to pay KCC for its services at the rates and prices set by KCC that are in effect as of the date of this Agreement and in accordance with the KCC Fee Structure. KCC will also be reimbursed for reasonable out-of-pocket expenses incurred. Evan Gershbein, senior vice president of Kurtzman Carson Consultants LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. KCC may be reached at: Evan Gershbein Kurtzman Carson Consultants LLC 2335 Alaska Avenue El Segundo, CA 90245 Tel: (310) 823-9000 About Filip Technologies Filip Technologies, Inc., a start-up company which was formed in 2013, currently employs eight individuals and operates in the United States and Spain. Filip Technologies, Inc., and its affiliates filed separate voluntary petitions under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case 16-12192) on Oct. 5, 2016. The cases have been assigned to Judge Kevin Gross. The Debtors owe $480,000 to AT&T and $2.6 million to trade vendors, as disclosed in court papers. The Debtors have engaged Moore & Van Allen, PLLC, as general counsel; Bielli & Klauder, LLC, as local counsel; Ankura Consulting Group, LLC, as restructuring advisor; and Braekhaus Dege Advokatfirma DA, as special Norway counsel. Counsel to AT&T Capital Services, Inc., the Debtor's DIP lender, and AT&T Services, Inc., are Michael G. Burke, Esq., and Brian J. Lohan, Esq., at Sidley Austin LLP; and Derek C. Abbott, Esq., and Daniel B. Butz, Esq., at Morris, Nichols, Arsht & Tunnell LLP. Both AT&T entities are co-proponents of the Debtors' bankruptcy plan. FIRST WIVES: Hires MSG's Mann as Chief Restructuring Advisor ------------------------------------------------------------ First Wives Entertainment Limited Liability Company seeks permission from the U.S. Bankruptcy Court for the Southern District of New York to employ Carol S. Mann of Mann Solutions Group LLC as their Chief Restructuring advisor. The Debtor requires Carol Mann with the assistance of MSG to: a. serve as FWE's lead restructuring advisor reporting to the FWE managers and lead producers, Paul Lambert and Jonas Neilson (the "Managers"); b. develop potential restructuring plans or strategic alternatives for maximizing the enterprise value of FWE's assets and opportunities; c. use commercially reasonable efforts to attempt to implement such plan(s) or alternative(s); d. act the duties, power and authority generally equivalent to that of a chief executive officer, chief operating officer and chief financial officer subject to the direction of the Managers; e. work collaboratively with the Managers and with FWE's other professionals in evaluating and implementing strategic and tactical options and strategies through FWE's restructuring process and in complying with the procedures and requirements of chapter 11; f. provide leadership in respect of financial functions including, without limitation, strengthen competencies in finance including strategic planning, supervise cash management, supervise general accounting, and supervise of financial reporting and information; g. supervise the preparation of all required reporting on behalf of FWE as debtor-in-possession; h. serve as testifying witness in respect of proceedings in the FWE chapter 11 case and in proceedings therein and related thereto; i. serve as the lead representative to negotiate with creditors and other parties interested in the chapter 11 case; j. direct FWE's legal, accounting and other professionals; k. oversee the development and implementation of an operating business plan to manage FWE and its assets in chapter 11; l. drive financial and operational performance in conformity with FWE's business plan and restructuring strategies; m. formulate and negotiate with respect to a plan of reorganization, sale or other ultimate transaction; and n. perform other duties as may be required by the Managers in furtherance of the chapter 11 case and the Debtor's restructuring. MSG will be paid at these hourly rates: Principals $550-$640 Senior Associates $300-$400 Associates $285-$385 Accountants/Consultants $210-$280 Analysts $125-$185 Payment during the Chapter 11 shall be subject to payment of a monthly cap of $10,000.00 regardless of the number of hours or effort expended. MSG will also be reimbursed for reasonable out-of-pocket expenses incurred. Carol S. Mann, principal of Mann Solutions Group LLC, LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code, and does not represent any interest adverse to the Debtor and its estates. MSG can be reached at: Carol S. Mann Mann Solutions Group LLC 56 Byberry Road Hatbox, PA 19040 Tel: 267-984-5200 E-mail: carolsmann2010@gmail.com About First Wives Entertainment   First Wives Entertainment Limited Liability Company is the holder of the underlying rights to, and the vehicle through which First Wives Club, the iconic movie, is being developed as a musical for the Broadway and global stage, as well as for associated marketing and merchandising.   On May 5, 2016, Aruba Productions LLC, Arnold Venture Fund L.P. and Edward H. Arnold filed an involuntary petition under Chapter 7 of the Bankruptcy Code against First Wives Entertainment Limited Liability Company. The Chapter 7 case was converted to a voluntary case under Chapter 11 [Bankr. S.D.N.Y. Case No. 16-11345] on August 23, 2016.   The Debtor hires Allen G. Kadish, Esq. at DiConza Traurig Kadish LLP as legal counsel.   No official committee of unsecured creditors, trustee or examiner has been appointed in the case as of October 24, 2016. GAWKER MEDIA: Liquidation Plan Wins Court Approval -------------------------------------------------- Alex Wolf, writing for Bankruptcy Law360, reported that U.S. Bankruptcy Judge Stuart Bernstein confirmed Gawker Media LLC's plan of liquidation, which had received full approval from all creditors and classes entitled to vote on it. A $31 million settlement with former pro wrestler Hulk Hogan also obtained Court approval. As reported by the Troubled Company Reporter on Nov. 17, 2016, Gawker Media's disclosure statement says Class 1C GMGI - General Unsecured Claims will get pro rata share of GMGI cash distributed on the Effective Date, or within 15 days of allowance of the claim, up to the allowed amount of claims, plus post-petition interest. This class is impaired. Holders of this class asserted $811,124,088.90 plus unliquidated amounts. Up $500,000 claims were allowed. Holders will recover 10-100%. The Debtors have already liquidated substantially all of their assets through the Unimoda sale. The Debtors currently hold cash, the Gawker.com assets and potential causes of action. In the Plan, administrative and priority claims will be paid in full, as required by Bankruptcy Code section 1129, and the remaining funds will be disbursed in Cash on the Effective Date or through the Plan Administrator on the Gawker Media Distribution Date and GMGI distribution dates. The Debtors believe the Plan is the simplest and least expensive mechanism to distribute the Debtors' remaining assets. Tom Corrigan, writing for The Wall Street Journal Pro Bankruptcy, said the Plan constituted a separate Chapter 11 plan of liquidation for each Debtor Gawker Media Group (GMGI), Gawker Media LLC, and Gawker Hungary Kft. General Unsecured Claims against GMGI expect a 10%-100% estimated recovery; against Gawker Media LLC a 0% to 10% estimated recovery; and against Gawker Hungary a 100% estimated recovery. Jonathan Randles, writing for WSJ Pro Bankruptcy, said dozens of former writers and editors at Gawker will receive a legal shield designed to protect them from lawsuits arising from stories they wrote for the entertainment and gossip website in return for backing the company's liquidation plan. According to the WSJ report, the arrangement would allow the team of legal professionals now overseeing the Gawker estate to resolve indemnification claims brought in the bankruptcy on behalf of 62 writers, editors, freelance contributors and former officers and move a step closer to winding down the company's affairs and, ultimately, distributing assets to creditors. According to the WSJ report, the deal works like this: writers who vote in support of the chapter 11 plan, which requires court approval, will give up their indemnification claims against the Gawker estate, the report related. In exchange, they will receive a release that covers potential legal claims bought by third parties over content they produced for Gawker before the business was sold to Spanish language media company Univision Communications Inc. for $135 million, the report further related. The releases also cover lawsuits brought by Ashley Terrill, Shiva Ayyadurai and Terry Bollea, who reached separate settlements with the Gawker estate, the report said. The Disclosure Statement is available at: http://bankrupt.com/misc/nysb16-11700-403.pdf About Gawker Media Founded in 2002 by Nick Denton, Gawker Media is privately held online media company operating seven distinct media brands with corresponding websites under the names Gawker, Deadspin, Lifehacker, Gizmodo, Kotaku, Jalopnik, and Jezebel. The Company's various Websites cover, among other things, news and commentary on current events, politics, pop culture, sports, cars, fashion, productivity, technology and video games. Gawker sought bankruptcy protection after being ordered to pay $140.1 million in connection with an invasion of privacy lawsuit arising from publication of a report and commentary and accompanying sex video involving Terry Gene Bollea. New York-based Gawker Media, LLC -- fdba Gawker Sales, LLC, Gawker Entertainment, LLC, Gawker Technology, LLC and Blogwire, Inc. -- filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 16-11700) on June 10, 2016. The Hon. Stuart M. Bernstein presides over the Debtors' cases. Affiliates Gawker Media Group, Inc., and Budapest, Hungary-based Kinja, Kft., filed separate Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 16-11719 and 16-11718) on June 12, 2016. The cases are jointly administered. Gregg M. Galardi, Esq., David B. Hennes, Esq., and Michael S. Winograd, Esq., at Ropes & Gray LLP serve as counsel to the Debtors. William Holden at Opportune LLP serves as Gawkers' chief restructuring officer. Houlihan Lokey Capital, Inc., serves as the Debtors' investment banker. Prime Clerk LLC serves as claims, balloting and administrative agent. The Debtors estimated $50 million to $100 million in assets and $100 million to $500 million in liabilities. Mr. Denton filed for personal bankruptcy on Aug. 1, 2016, to protect himself from the legal judgment awarded to Hulk Hogan in an invasion-of-privacy lawsuit. The U.S. Trustee for Region 2 on June 24, 2016, appointed three creditors of Gawker Media LLC and its affiliates to serve on the official committee of unsecured creditors. The committee members are Terry Gene Bollea, popularly known as Hulk Hogan, Shiva Ayyadurai, and Ashley A. Terrill. The Committee retained Simpson Thacher & Bartlett LLP, in New York, as counsel. Counsel to US VC Partners LP, as Prepetition Second Lien Lender, are David Heller, Esq., and Keith A. Simon, Esq., at Latham & Watkins LLP. Counsel to Cerberus Business Finance, LLC, as DIP Lender, are Adam C. Harris, Esq., at Schulte Roth & Zabel LLP. GEIGER DEVELOPMENT: Jan. 24 Plan Confirmation Hearing ----------------------------------------------------- Judge Jeffery A. Deller of the U.S. Bankruptcy Court for the Western District of Pennsylvania conditionally approved the amended disclosure statement to accompanying the Chapter 11 plan of liquidation proposed by Somerset Trust Company for Geiger Development Inc. Ballots must be received on or before Jan. 9, 2017 in accordance with the instructions on the Ballot, unless extended by Somerset Trust Co. in writing. If any claimant seeks to have a claim temporarily allowed for purposes of voting to accept or reject the Plan, such claimant is required to file a motion for such relief no later than Jan. 9, 2017. Objections to the adequacy of the Disclosure Statement or confirmation of the Plan must be filed on or before Jan. 9, 2017. Any party supporting the Plan may file a reply to any objection to confirmation of the Plan by Jan. 13, 2017. A hearing will be held before on Jan. 24, 2017 at 10:00 A.M. (PET) to consider on a final basis the adequacy of the Disclosure Statement and confirmation of the Plan. About Geiger Development Geiger Development, Corp., based in Friedens, Pa., filed a Chapter 11 petition (Bankr. W.D. Pa. Case No. 16-70427) on June 2, 2016. The petition was signed by Larry Mostoller, Jr., secretary and treasurer. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The Hon. Jeffery A. Deller presides over the case. Robert O Lampl, Esq., serves as counsel to the Debtor. An official committee of unsecured creditors has not yet been appointed. GENERAL GLASS: Unsecureds To Recover 25% Under Plan --------------------------------------------------- General Glass Company, Inc., and creditor Cynthia Smith filed with the U.S. Bankruptcy Court for the Southern District of West Virginia a disclosure statement referring to the Debtor's Chapter 11 plan of liquidation dated Nov. 28, 2016. General unsecured creditors are classified in Class U, and will receive a pro rata distribution of all funds remaining after payment of administrative and priority claims, estimated at 25% of their allowed claims. General unsecured claims total $1,544,642. Quarterly payments of $3,000 will be made after class P-4 are paid in full. This class will first priority to net sale proceeds after payment of class P-4. Class U is impaired. Source of payments are sale proceeds from Charleston real estate and auction of Parkersburg real estate. On Oct. 6, 2016, the Debtor sold its Charleston, West Virginia, real estate for the sum of $800,000. The terms of sale, as approved by the Court, provided for cash at closing in the amount of $580,000, with the balance secured by a second lien on the Charleston real estate and payable over a term of 60 months at 6.00% interest fixed. The Purchaser will make 59 monthly payments of $1,319.01, with the remaining balance of the promissory note, due on the 60th month. The first monthly payment in the amount of $1,319.01 was due on or before Nov. 6, 2016. The proceeds of sale received at closing were used to satisfy the secured tax liens of the Internal Revenue Service in the amount of $329,454.38 and the West Virginia State Tax Department in the amount of $81,038.65. In exchange for receipt of the sale proceeds at closing, the IRS and West Virginia State Tax Department agreed to waive interest that accrued on the secured claims after the bankruptcy filing. Net sale proceeds in the amount of $63,000 were paid to the Debtor. The $63,000 will be utilized to pay estimated approved administrative expenses and to make a $15,000 distribution to Class P-1. Within 60 days after the Effective Date of this Plan, the Debtor will hold a public auction of its real estate located at 1900 12th Avenue Parkersburg, West Virginia. The Parkersburg real estate is currently listed for sale in the amount of $370,000. Goldman Associates, Inc., of Charleston, West Virginia, will conduct the auction. Goldman Associates, Inc., has agreed to auction the real estate for a commission equal to 10% of the gross proceeds of sale. An application to employ Goldman Associates and affidavit of disinterest will be filed with the Court. The Debtor and Goldman Associates have agreed to an advertising budget of $5,000.00. The Debtor expects to receive monthly revenue of $1,319.01, representing note payments on the sale of the Charleston real estate. The Debtor's plan provides to distribute $3,000 per calendar quarter to creditors, leaving $319.01 per month to pay for costs of administering the Plan over a period of five years. Cynthia Smith, the Debtor's President, will receive $250 per calendar quarter as plan administrator. The Debtor estimates annual postage and office expense of $600, annual accounting fees of $800, and annual legal fees of $1,600. Upon receipt of the final payment of the Charleston Promissory Note, the Debtor will disburse any remaining funds to creditors in order of priority. The Disclosure Statement is available at: http://bankrupt.com/misc/wvsb14-20299-274.pdf The Creditor can be reached at: Joseph W. Caldwell, Esq. CALDWELL & RIFFEE P.O. Box 4427 Charleston, WV 25364-4427 Tel: (304) 925-2100 Headquartered in Charleston, West Virginia, General Glass Company, Inc., aka General Glass Home Center, aka General Glass Design Center, was founded in 1944 to sell and install commercial glass throughout West Virginia. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. S.D. W.V. Case No. 14-20299) on June 10, 2014, estimating its assets and liabilities at between $1 million and $10 million each. The petition was signed by Cynthia D. Smith, president. Judge Ronald G. Pearson presides over the case. Christopher S. Smith, Esq., and Nicola D. Smith, Esq., at Hoyer, Hoyer & Smith, PLLC, serves as the Debtor's bankruptcy counsel. GENERAL MOTORS: Appeals Bankruptcy-Shield Ruling to Supreme Court ----------------------------------------------------------------- Mike Spector, writing for The Wall Street Journal, reported that General Motors Co. has filed a petition asking the U.S. Supreme Court to maintain a bankruptcy shield blocking some lawsuits over faulty ignition switches after a lower court ruled the Detroit auto giant's failure to reveal the safety defect violated consumers' legal rights. According to the report, GM appealed a lower court's ruling earlier this year that undid a legal shield barring lawsuits stemming from alleged wrongdoing before the auto maker's 2009 government-brokered bankruptcy restructuring. The suits carry billions of dollars in potential claims, the report noted. In the Supreme Court petition, GM argued that a federal appeals court erred and upended settled bankruptcy law when ruling the cases could proceed, the report related. WSJ recalled that the Second U.S. Circuit Court of Appeals in Manhattan in July ruled that GM had evidence of defective ignition switches, now linked to 124 deaths, and violated some consumers' due process rights by failing to reveal the problem during 2009 bankruptcy proceedings. GM has acknowledged failing to disclose the defective switch, which can slip from the run position and disable safety features including air bags, the report said. The auto maker didn't recall about 2.6 million older cars with the switches until early 2014 despite employees knowing of problems for more than a decade, the report added. GM asked the Supreme Court to reverse the lower-court decision, which would reaffirm a 2009 bankruptcy sale that sent the auto maker's better assets to a new government-owned company shielded from claims arising before the deal closed, the report said. GM cited legal precedents that conflict with the appeals-court decision, the report added. GM is represented by Paul Clement, Erin Murphy, Michael Lieberman, Matthew Rowen, Richard Godfrey and Andrew Bloomer of Kirkland & Ellis LLP and Arthur Steinberg, Merritt McAlister, Edward Ripley and Scott Davidson of King & Spalding LLP. Various plaintiffs' groups are represented by William Weintraub of Goodwin Procter LLP, Steve W. Berman of Hagens Berman Sobol Shapiro LLP, Alexander H. Schmidt of Wolf Haldenstein Adler Freeman & Herz LLP and Georgetown Law Professor Gary Peller. The case is General Motors LLC v. Celestine Elliott et al., case number not yet available, in the U.S. Supreme Court. About Motors Liquidation General Motors Corporation and three of its affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on June 1, 2009. The Honorable Robert E. Gerber presides over the Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors in their restructuring efforts. Al Koch at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as the Chief Executive Officer for Motors Liquidation Company. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP is providing legal advice to the GM Board of Directors. GM's financial advisors are Morgan Stanley, Evercore Partners and the Blackstone Group LLP. Garden City Group is the claims and notice agent of the Debtors. The U.S. Trustee appointed an Official Committee of Unsecured Creditors and a separate Official Committee of Unsecured Creditors Holding Asbestos-Related Claims. Lawyers at Kramer Levin Naftalis & Frankel LLP served as bankruptcy counsel to the Creditors Committee. Attorneys at Butzel Long served as counsel on supplier contract matters. FTI Consulting Inc. served as financial advisors to the Creditors Committee. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, represented the Asbestos Committee. Legal Analysis Systems, Inc., served as asbestos valuation analyst. The Bankruptcy Court entered an order confirming the Debtors' Second Amended Joint Chapter 11 Plan on March 29, 2011. The Plan was declared effect on March 31. On Dec. 15, 2011, Motors Liquidation Company was dissolved. On the Dissolution Date, pursuant to the Plan and the Motors Liquidation Company GUC Trust Agreement, dated March 30, 2011, between the parties thereto, the trust administrator and trustee -- GUC Trust Administrator -- of the Motors Liquidation Company GUC Trust, assumed responsibility for the affairs of and certain claims against MLC and its debtor subsidiaries that were not concluded prior to the Dissolution Date. Motors Liquidation had $669 million in total assets, $56.4 million in total liabilities and $613 million in net assets in liquidation as of Dec. 31, 2015. GERALD CASESA: Unsecureds to Get 100% Over 5 Years -------------------------------------------------- Gerald J. Casesa filed with the U.S. Bankruptcy Court for the Southern District of New York a disclosure statement describing his plan of reorganization, dated Dec. 2, 2016, which provides that general unsecured creditors will receive a pro-rated distribution on their allowed claims, based upon the Debtor's disposable income, in cash over five years following the Effective Date. Class 1, Secured Claim of Deutsche Bank Collateral, is unimpaired under the Plan. The Secured Creditor will get a monthly payment of $2,403 starting Aug. 1, 2016 until Nov. 1, 2034, with an interest rate of 3.25%. The Ceditor will retain its security interest in the property located at 8 Roselawn Road, Highland Mills, New York until paid in full. Class 2, General Unsecured Claims, is impaired under the Plan. Each holder of a Class 2 General Unsecured Claims will receive a distribution up to 100% of their Allowed Claim, in cash, from the Debtor's disposable income for five years from the Filing Date, made in quarterly payments in a minimum amount of $906 per quarter, for total aggregate plan payments totaling $18,115. The Class 2 Claims total the sum of $186,628 which includes the claim of Schoomaker Homes -- John Steinberg Inc. in the amount of $181,738 which was reclassified as a nonpriority unsecured claim pursuant to a Stipulation of Settlement between the parties that will be submitted to the Court for approval prior to the hearing date for approval of the Disclosure Statement. Given the current size of the unsecured creditor pool, Class 2 general unsecured creditors can expect to receive about 9.7% of their claims. The Plan will be funded from the Debtor's disposable income over the next five years. The Debtor will first make the contribution necessary to make the payments of the amounts required on confirmation, namely outstanding United States Trustee fees pursuant to 28 U.S.C. 1930, if any, that are unpaid as of the Effective Date. Pursuant to Section 1115(a) of the Code, the Debtor is committing all of his disposable income and property to the Plan. Plan payments will be made by the Debtor as disbursing agent. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/nysb15-36684-82.pdf Counsel for the Debtor: Todd S. Cushner, Esq. GARVEY TIRELLI & CUSHNER LTD. 50 Main Street, Suite 390 White Plains, NY 10606 Telephone: (914) 946-2200 Facsimile: (914) 946-1300 E-mail: todd@thegtcfirm.com Gerald J. Casesa sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 15-36684) on Sept. 14, 2015. The Debtor tapped Todd S. Cushner, Esq., at Garvey Tirelli & Cushner Ltd. as counsel. GRACE GEMS GALLERIA: Disclosures OK'd; Hearing Set For Jan. 12 -------------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Pennsylvania has conditionally approved Grace Gems Galleria, LLC's disclosure statement dated Nov. 18, 2016, referring to the Debtor's plan of reorganization. The final hearing on the Disclosure Statement and Plan confirmation is scheduled for Jan. 12, 2017, at 11:00 a.m. Objections to the Disclosure Statement and objections to the plan confirmation must be filed by Dec. 28, 2016. All ballots accepting or rejecting the Plan will be served on the attorney for the plan proponent by Dec. 28, 2016. The counsel for the plan proponent will file a Summary of the balloting no later than Jan. 10, 2017. As reported by the Troubled Company Reporter on Dec. 13, 2016, the Debtor filed an amended disclosure statement dated Nov. 18, 2016, which proposes that all payments under the Plan will be funded by the proceeds of the asset sale. About Grace Gems Galleria Grace Gems Galleria, LLC, sought Chapter 11 protection (Bankr. W.D. Penn. Case No. 15-24218) on Nov. 18, 2015. The petition was Signed by Ronald S. Jones, president. The Debtor estimated assets in the range of $50,000 and $100,000 and $100,000 and $500,000 in debt. The Debtor tapped Robert O Lampl, Esq. as counsel. GRACIOUS HOME: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor affiliates filing separate Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- Gracious Home LLC 16-13500 1201 Third Avenue New York, NY 10021 Gracious Home Holdings LLC 16-13501 1201 Third Avenue New York, NY 10021 Gracious Home Payroll LLC 16-13502 GH East Side LLC 16-13503 GH West Side LLC 16-13504 GH Chelsea LLC 16-13505 Gracious (IP) LLC 16-13506 Chapter 11 Petition Date: December 14, 2016 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Debtors' Counsel: Joseph J. DiPasquale, Esq. TRENK, DIPASQUALE, DELLA FERA & SODONO, P.C. 347 Mt. Pleasant Avenue, Suite 300 West Orange, NJ 07052 Tel: (973) 243-8600 Fax: (973) 243-8677 E-mail: jdipasquale@trenklawfirm.com Debtors' Financial Advisor: B. RILEY & CO. Debtors' Claims, Noticing & Balloting Agent: PRIME CLERK LLC Estimated Estimated Assets Liabilities --------- ----------- Gracious Home LLC $10M-$50M $10M-$50M Gracious Home Holdings $10M-$50M $10M-$50M The petitions were signed by Robert Morrison, chief executive officer. Debtors' Consolidated List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Lincoln Metrocenter Rent $1,504,993 Partners L c/o Millennium Partners 1995 Broadway, 3rd Floor New York, NY 10023 Steven Hoffman Tel: 212-875-4900 Rockrose Development Corp. Rent $637,686 Attn: Laren Barnwell 387 Park Avenue, 7th Floor New York, NY 10010 Laren Barnwell Tel: 212-672-1000 Townsend House Corp Rent $600,262 176 E 71st Street New York, NY 10021 John Graham Tel: 212-376-8600 True Value Company Trade Debt $481,782 8600 W. Bryn Mawr Avenue Chicago, IL 60631-3505 John R. Hartmann Tel: 773-695-5000 Capstone Printing Corp. Expense $288,078 99 Hudson Street, 5th Floor New York, NY 10013 Alan Finkelstink Tel: 212-242-1470 179 E 70th Street Corp. Rent $261,861 Douglas Elliman Property Mgmnt 179 East 70th Street New York, NY 10021 Jim O'Connor Tel: 212-692-8300 Email: info@ellimanpm.com Bonafide Estates Inc. Rent $261,195 630 Fifth Avenue, Suite 3165 New York, NY 10111 A. Locker Tel: 212-757-6027 Email: info@bonafiedestates.com Bradford Swett Rent $256,842 Management LLC 1536 Third Avenue, 3rd Floor New York, NY 10028-2110 Bradford N Swett Tel: 212-772-7550 Fax: 212-249-0029 Miele Appliances Inc. Trade Debt $187,934 United Parcel Service Expense $181,929 Scandia Down LLC Trade Debt $169,882 Nest Fragrances Trade Debt $140,151 Visual Comfort & Co. Trade Debt $119,502 Down Decor Trade Debt $115,523 Satco Products Inc. Trade Debt $105,241 Sferra Bros Trade Debt $104,852 Demandware Inc. Expense $102,806 Klestadt Winters Jureller Southard Professional $102,341 Fees John Matouk & Co. Inc. Trade Debt $79,066 Email: george@matouk.com A.F. Supply Corp. Trade Debt $77,877 Email: B2C@afsupply.com GRAND & PULASKI: Hearing on Disclosure Statement Set For Jan. 10 ---------------------------------------------------------------- The Hon. Deborah L. Thorne of the U.S. Bankruptcy Court for the Northern District of Illinois has scheduled for Jan. 10, 2017, at 11:00 a.m. the hearing to consider the approval of Grand & Pulaski Citgo, Inc.'s disclosure statement referring to the Debtor's plan of reorganization. Objections to the Disclosure Statement and plan confirmation must be filed by Jan. 4, 2017. Jan. 4, 2017, is set as the last day for the filing of ballots accepting or rejecting the Plan. As reported by the Troubled Company Reporter on Dec. 2, 2016, the Debtor filed with the Court a disclosure statement referring to the Debtor's plan of reorganization. Under the Plan, holders of Class 5, which comprises holders of general unsecured claims other than the Villalva/Nolan claim and any unsecured deficiency claim of Bartholomew, will be paid 20% of the amount of the claimant's allowed claim with payments to be made by the Debtor within 90 days following the Effective Date. The November 29 version of the Debtor's disclosure statement contains a revised provision governing the treatment of Class 2 secured claim. According to the disclosure statement, Michael Bartholomew's Class 2 secured claim in the amount of $1.6 million will be repaid by the company at the rate of $10,000 per month in lieu of rent payments to John Scali, Sr. on the G&P Service Station. As additional rent on the G&P Service Station, the company will deposit $3,300 per month in a segregated bank account it maintains to be used solely for payment of real estate taxes on the Chicago property where it operates its business, according to the disclosure statement filed on Nov. 29. No changes have been made to the provision governing the treatment of Class 5 unsecured claims under the company's Chapter 11 plan of reorganization. A copy of the November 29 disclosure statement is available for free at: https://is.gd/vlMB5F About Grand & Pulaski Citgo Grand & Pulaski Citgo, Inc., filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 16-05081) on Feb. 17, 2016. The petition was signed by John M. Scali, Sr., president. The case is assigned to Judge Deborah L. Thorne. The Debtor estimated assets at $100,000 to $500,000 and debt at $1 million to $10 million at the time of the filing. The Debtor is represented by Joel H. Shapiro, Esq., at Kamenear Kadison Shapiro & Craig. GREATER HOPE: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------ An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of Greater Hope Baptist Church, Inc., as of Dec. 14, according to a court docket. Greater Hope is represented by: Michael Don Harrell, Esq. Harrell and Associates 1884 Southern Avenue Memphis, TN 38114 Tel: (901) 274-5484 Email: harrellandassoc@bellsouth.net About Greater Hope Greater Hope Baptist Church, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W. D. Tenn. Case No. 16-30641) on November 17, 2016. The petition was signed by Dannie D. Holmes, authorized representative. The case is assigned to Judge David S. Kennedy. At the time of the filing, the Debtor disclosed $1.06 in assets and $1.18 million in liabilities. GREEN OAK: Hires Christian H. Dribusch as Counsel ------------------------------------------------- Green Oak Stockade View Apartments, LLC seeks authorization from the U.S. Bankruptcy Court for the Northern District of New York to retain the Christian H. Dribusch Law Firm as counsel. The Debtor requires the Firm to: a. give the Debtor legal advice with respect to its rights, powers and duties as debtor-in-possession in the continued operation of its business and administration of its estate; b. prepare on behalf of Debtor any necessary schedules, statements, applications, adversary proceedings, motions, reports, disclosure statement, plan and other legal papers necessary for the proper administration of the case; c. negotiate and represent the Debtor in regard to the business affairs of the Debtor, any sale of assets or other aspect of the business necessary to formulate and implement a chapter 11 plan. The Firm will be paid at these hourly rates: Attorneys $300 Paralegals $125 The Firm received a prepetition retainer of $11,717.00 of which $5,000.00 was used for prepetition services and $1,717.00 used for the bankruptcy filing fee. The Firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Christian H. Dribusch, Esq., of The Dribusch Law Firm, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. The Firm may be reached at: Christian H. Dribusch, Esq. The Dribusch Law Firm 1001 Glaz Street East Greenbush, NY 12061 Tel: 518.729.4331 Fax: 518.463.4386 E-mail: cdribusch@chdlaw.net About Green Oak Stockage View Apartments, LLC Green Oak Stockage View Apartments, LLC filed a Chapter 11 bankruptcy petition (Bankr. N.D.N.Y.. Case No. 16-12305) on November 30, 2016. Hon. Robert E. Littlefield, Jr., presides over the case. The Dribusch Law Firm represents the Debtor as counsel. The Debtor disclosed total assets of $4 million and total liabilities of $3.46 million. The petition was signed by William A. Eichengrun, managing partner. GWENDOLYN JOHNSON: Asks Court to Set Plan Hearing for Jan. 5 ------------------------------------------------------------ Gwendolyn F. Johnson asks the U.S. Bankruptcy Court for the Northern District of Texas to conditionally approve her first amended disclosure statement and first amended plan of reorganization, and schedule a hearing to consider final approval of the amended disclosure statement and confirmation of the Plan for Jan 5, 2017 at 9:30 A.M. The Debtor also asks the Court to set Dec. 28, 2016 as the last day for filing objections to the Disclosure Statement and Plan and Dec. 28, 2016 as the last day for submitting acceptances or rejections of the Plan. Under the Plan, holders of Class 4 - Allowed Unsecured Claims will be paid $1,000 per month for 60 months for a total of $60,000. The IRS will also be paid 3.5% per annum over a period not exceeding five years. The Plan will be funded from the future revenues of TJ's Catfish and Wings, LLC. Class 2 Priority Tax Claims of the I.R.S. will be paid by the Reorganized Debtor, up to the Allowed amount of such Claim. The balance of the priority tax claim is $34,163, assuming Debtor is successful on the Debtor's motion to determine tax liability. The allowed amount will be paid principal plus interest for underpayments at the rate of 3.5% per annum accrued thereon on a quarterly basis on April 1, June 1, Sept. 1 and Jan. 1 of each year over a period not exceeding 5 years after the date of assessment of the Claims, commencing after the first full quarter following the Effective Date. The IRS claim will be paid on a five-year amortization. With monthly payments accruing at $631 per month. Class 4 Claims will be treated as Allowed Unsecured Claims in amounts to be determined by the Bankruptcy Court pursuant to 11 U.S.C. section 502(b) at the Confirmation Hearing. Class 4 Allowed General Unsecured Claims consist of all other Allowed Claims against the Debtor not placed in any other Class including the claims listed on Schedule F or creditors filing a proof of claim. The treatment of the Creditors holding Allowed Class 4 General Unsecured Claims shall occur under payments of $1,000 per month for 60 months for a total of $60,000. The pay-outs to the Class 4 Allowed General Unsecured Claims will be based on the respective pro rata right to the pool based on their Allowed Claim. A full-text copy of the First Amended Disclosure Statement is available at: http://bankrupt.com/misc/txnb16-42362-11-77.pdf The Debtor initiated this bankruptcy proceeding by filing a voluntary petition for relief under Chapter 13 on June 17, 2016. The Debtor filed the case to reorganize significant debts with the Internal Revenue Service, along with her other creditors, and to impose an automatic stay against WTG. The Debtor filed motion to convert to Chapter 11 which was granted by Order dated September 23, 2016. The bankruptcy case is IN RE GWEDOLYN F. JOHNSON, Case No. 16-42362 (Bankr. N.D Tex.). The Debtor is represented by Kevin S. Wiley, Jr., Esq., at The Wiley Law Group, PLLC, in Dallas, Texas. HANJIN SHIPPING: Must Disclose U.S. Assets, Judge Says ------------------------------------------------------ Tom Corrigan, writing for The Wall Street Journal Pro Bankruptcy, reported that U.S. Judge John Sherwood in New Jersey, ruled that South Korea's Hanjin Shipping Co. must answer to U.S. creditors by publicly disclosing all of its U.S.-based assets as well as any cash that has been transferred out of the country. According to the report, Judge Sherwood ordered the disclosures in response to a plea from American creditors who say they are being treated unfairly. The judge also said he would grant final approval of a host of legal protections that have helped the shipper, once one of the world's largest, jump-start stalled supply lines, the report related. The decision, which some creditors opposed, affirms the New Jersey court's September ruling that formally recognized the Hanjin's bankruptcy proceeding in Korea, bringing the shipper under the umbrella of U.S. bankruptcy law, the WSJ report pointed out. Judge Sherwood's order imposes strict prohibitions on U.S. creditors that prevent them from seizing ships and other assets without first going to the bankruptcy court, the news agency further pointed out. The Troubled Company Reporter, citing JOC.com, previously reported that a Hanjin Shipping attorney told a federal court that it has virtually no assets in the United States to compensate several retailers, logistics providers, insurance companies and other claimants who fear the loss of claim rights if the court recognizes the carriers' South Korean bankruptcy case. Hanjin attorney Ilana Volkov, of New Jersey, told Judge Sherwood that Hanjin has virtually no assets available in the U.S. to pay claimants anyway, except for a property in Paramus, New Jersey, which is fully mortgaged, a few accounts receivables and some interest payments. The WSJ, however, pointed out that Judge Sherwood's order won't end disputes among creditors owed millions of dollars for fuel, leasing containers, insurance claims and other vital services, who say his decision unfairly restricts their rights to pursue repayment in other courts in the U.S. or elsewhere in the world. "What the court is doing is tying our hands," Stephen Simms, Esq., a lawyer representing a group of Hanjin creditors who objected to the relief that Judge Sherwood granted, said in court, the WSJ report related. About Hanjin Shipping Hanjin Shipping Co., Ltd., is mainly engaged in the transportation business through containerships, transportation business through bulk carriers and terminal operation business. The Debtor is a stock-listed corporation with a total of 245,269,947 issued shares (common shares, KRW 5000 per share) and paid-in capital totaling KRW 1,226,349,735,000. Of these shares 33.23% is owned by Korean Air Lines Co., Ltd., 3.08% by Debtor and 0.34% by employee shareholders' association. The Company operates approximately 60 regular lines worldwide, with 140 container or bulk vessels transporting over 100 million tons of cargo per year. It also operates 13 terminals specialized for containers, two distribution centers and six Off Dock Container Yards in major ports and inland areas around the world. The Company is a member of "CKYHE," a global shipping conference and also a partner of "The Alliance," another global shipping conference to be launched in April 2017. Hanjin Shipping listed total current liabilities of KRW 6,028,543 million and total current assets of KRW 6,624,326 million as of June 30, 2016. As a result of the severe lack of liquidity, Hanjin applied to the Seoul Central District Court 6th Bench of Bankruptcy Division for the commencement of rehabilitation under the Debtor Rehabilitation and Bankruptcy Act on Aug. 31, 2016. On the same day, it requested and was granted a general injunction and the preservation of disposition of the Company's assets. The Korean Court's decision to commence the rehabilitation was made on Sept. 1, 2016. Tai-Soo Suk was appointed as the Debtor's custodian. The Chapter 15 case is pending in the U.S. Bankruptcy Court for the District of New Jersey (Bankr. D.N.J. Case No. 16-27041) before Judge John K. Sherwood. Cole Schotz P.C. serves as counsel to Tai-Soo Suk, the Chapter 15 petitioner and the duly appointed foreign representative of Hanjin Shipping. HOANA MEDICAL: Jan. 9 Plan Confirmation Hearing ----------------------------------------------- Judge Robert J. Faris of the U.S. Bankruptcy Court for the District of Hawaii approved Hoana Medical, Inc.'s Second Amended Disclosure Statement explaining its plan of reorganization, dated Dec. 1, 2016. Jan. 3, 2017 is fixed as the last day for returning Ballots and the filing of written acceptances or rejections of the Plan of Reorganization and the filing of objections to confirmation of the Plan. Jan. 9, 2017 at 2:00 P.M. is fixed for the hearing on confirmation of the Plan of Reorganization. About Hoana Medical Hoana Medical Inc., a medical device company, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Hawaii Case No. 15-01493) on December 8, 2015. The petition was signed by Edward Chen, president and COO. The case is assigned to Judge Marvin Isgur. At the time of the filing, the Debtor estimated assets of $100,000 to $500,000 and debts of $1 million to $10 million. III TOMATO: Disclosures Conditionally OK'd; Plan Hearing on Jan. 5 ------------------------------------------------------------------ The U.S. Bankruptcy Court for the Western District of Pennsylvania has conditionally approved III Tomato, Inc.'s disclosure statement dated Nov. 21, 2016, referring to the Debtor's plan of reorganization. The final hearing on the Disclosure Statement and plan confirmation is scheduled for Jan. 5, 2017, at 10 a.m. Objections to the Disclosure Statement and plan confirmation must be filed by Dec. 27, 2016. On or before Dec. 27, 2016, all ballots accepting or rejecting the Plan will be served on the attorney for the plan proponent. Counsel for the plan proponent will file a summary of the balloting no later than Dec. 29, 2016. As reported by the Troubled Company Reporter, the Debtor's Nov. 21, 2016, disclosure statement provides that the claim of Pennsylvania Department of Revenue -- totaling $5,842.28 -- will be paid from the proceeds of the sale of its assets. III Tomato, Inc., filed for Chapter 11 bankruptcy protection (Bankr. W.D. Pa. Case No. 15-22714) on July 29, 2015, estimating its assets at between $50,001 and $100,000 and its liabilities at between $100,001 and $500,000. Robert O. Lampl, Esq., at the Law Offices Of Robert O Lampl serves as the Debtor's bankruptcy counsel. ILIANA NEUROSPINE: Wants to Use FDIC Cash Collateral ---------------------------------------------------- Iliana Neurospine Institute, LLC, asks the U.S. Bankruptcy Court for the Northern District of Indiana for authorization to use cash collateral. The Debtor is the entity through which Ronald Michael, M.D., its sole member, provides healthcare services, resulting in the creation of accounts receivable that funds its business operations. The Federal Deposit Insurance Corporation obtained a default judgment against the Debtor and Illinois Neurospine Institute, P.C., for $3,704,573 plus $16,636 in fees and court costs. The Debtor relates that it has an immediate need for the use of cash collateral for the purpose of meeting necessary expenses incurred in the ordinary course of its business, including payroll. The Debtor further relates that without the use of cash collateral on a limited basis, the Debtor will not be able to pay its employees and other direct operating expenses, or to care for those in immediate need of its services. The Debtor's proposed Budget provides for total expenses in the amount of $123,000 for December 2016, $117,000 for January 2016, and $111,000 for February 2017. The Debtor proposes to grant the FDIC: (1) a first priority lien on and security interest in the Debtor's operating account; (2) an allowed claim for the amount of any diminution in the value of any perfected interest it may have in the prepetition collateral, having priority over any and all administrative expenses; and (3) enforceable and perfected security interests in and liens on the post-petition collateral, to the extent of any diminution in the value of their perfected interest in any prepetition collateral. A full-text copy of the Debtor's Motion, dated Dec. 12, 2016, is available at http://bankrupt.com/misc/IlianaNeurospine2016_1623444jpk_15.pdf A full-text copy of the proposed Budget, dated Dec. 12, 2016, is available at http://bankrupt.com/misc/IlianaNeurospine2016_1623444jpk_15_1.pdf About Iliana Neurospine, LLC Iliana Neurospine Institute, LLC dba Illinois Neurospine Institute fdba successor by merger to Illinois Neurospine Institute, LLC filed a chapter 11 petition (Bankr. N.D. Ind. Case No. 16-23444) on Dec. 8, 2016. The petition was signed by Ronald Michael, M.D., managing member. The Debtor is represented by Gordon E. Gouveia, Esq., at Gordon E. Gouveia, LLC. The case is assigned to Judge Philip J. Klingeberger. The Debtor estimated assets and liabilities at $1 million to $10 million at the time of the filing. Illinois Neurospine Institute, P.C., was an Illinois professional corporation. On or about July 22, 2014, the assets of Illinois Neurospine Institute were merged into Iliana Neurospine Institute, LLC, which is the surviving entity. Prior to the merger, Ronald Michael, M.D. Was the president and employee of Illinois Neurospine Institute, and owned 100% of its outstanding shares. The Debtor owns 100% of the membership interest of Iliana Neurospine Institute. The Debtor is the entity through which Dr. Michael provides healthcare services, resulting in the creation of accounts receivable that fund its business operations. It is also the primary source of the Debtor's income. Dr. Michael is a board certified specialist in neurological surgery. He earned A.B. and S.M. degrees from the University of Chicago in Biological Sciences and Biochemistry, respectively in 1981 and 1984. Dr. Michael graduated from the University of Illinois, Chicago College of Medicine in 1986 and completed residency in neurological surgery at Northwestern Univesity in 1993. Dr. Michael has been practicing medicine for approximately 30 years including seven years of residency training. The bulk of Dr. Michael's work invovles spine surgery. He treats patients suffering from a variety of debilitating ailments, including degenerative and traumatic disc disease. Dr. Michael helps his patients manage their pain and improve their overall life. ILLINOIS POWER: Moody's to Withdraw Ca CFR on Bankr. Filing ----------------------------------------------------------- Moody's Investors Service downgraded Illinois Power Generating Company's (Genco) Probability of Default Rating to D-PD from Ca-PD. The downgrade was prompted by Genco's Dec 9, 2016 announcement that it had initiated Chapter 11 bankruptcy proceedings. The outlook was changed to stable from negative. RATINGS RATIONALE Subsequent to the rating actions, Moody's will withdraw the ratings due to Genco's bankruptcy filing. The following ratings were downgraded and will be withdrawn: -- Probability of Default Rating to D-PD from Ca-PD The following ratings were affirmed and will be withdrawn: -- Corporate Family Rating at Ca -- Speculative Grade Liquidity Rating at SGL-4 -- $825 Million Senior Unsecured notes due 2018, 2020 and 2032 at Ca (LGD4) The outlook has been changed to stable from negative. GenCo is a ring-fenced wholly-owned subsidiary of Illinois Power Holdings (IPH unrated), itself a ring-fenced, non-recourse 100% subsidiary of Dynegy Inc (B2 stable). GenCo owns three power generation facilities totaling 3,168 MW located within the state of Illinois, which is a part of the Midcontinent Independent System Operator (MISO). Genco's bankruptcy filing followed the successful solicitation of acceptances for a prepackaged plan of reorganization for Genco pursuant to an Offering Memorandum and Disclosure Statement, dated November 7, 2016 with respect to (1) an out-of-court exchange offer relating to Genco's outstanding $825 million in existing 2018, 2020 and 2032 Genco notes and (2) the concurrent solicitation of votes in favor of the Plan. The Exchange Offer was terminated because the requisite participation threshold of 97% of the outstanding principal amount of Genco Notes was not satisfied, but Genco received votes approving the Plan from approximately 97% in amount and 83% in number out of the holders of Genco Notes who voted on the Plan Key terms of the proposed restructuring include: $825 million in existing 2018, 2020 and 2032 Genco notes to be exchanged for: -- $210 million in new 7-year Dynegy Inc. unsecured notes with terms and covenants consistent with existing Dynegy Inc. unsecured bonds. Pricing on the new notes intended to be consistent with the yield on Dynegy's 2023 unsecured bond at the time of issuance -- $139 million cash consideration, including the $9 million restructuring support agreement (RSA) payment outlined below, funded with existing Illinois Power Holdings cash balances and collateral synergies -- 10 million Dynegy Inc. warrants with a 7-year tenor and strike price of $35 per share The principal methodology used in these ratings was Unregulated Utilities and Unregulated Power Companies published in October 2014. INNOVATIVE CONSTRUCTION: Hearing on Plan Outline Set for Jan. 3 --------------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Pennsylvania will continue the hearing on the approval of Innovative Construction Inc.'s disclosure statement on Jan. 3. The hearing will be held at 10:00 a.m., at the U.S. Steel Tower, Courtroom D, 54th Floor, 600 Grant Street, Pittsburgh, Pennsylvania. About Innovative Construction Innovative Construction, Inc., leases real property to Caravan II, LLC, which operates a hotel and restaurant. It also owns sand and gravel deposits. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. W.D. Pa. Case No. 16-20088) on Jan. 12, 2016. The petition was signed by Linda Menichino, president. The Debtor is represented by Robert O. Lampl, Esq. The case is assigned to Judge Jeffery A. Deller. The Debtor estimated both assets and liabilities in the range of $1 million to $10 million. J. CREW: S&P Lowers CCR to 'CCC-' on Distressed Debt Buyback ------------------------------------------------------------ S&P Global Ratings lowered its corporate credit rating on the New York-based specialty retailer J. Crew Group 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 'C' 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 high end of the 30% to 50% range. S&P's '6' recovery rating on the unsecured notes reflects its expectation for negligible (0% to 10%) recovery in the event of default. "The downgrade reflects our view that the company's suppressed debt trading prices could culminate in a distressed debt buyback or debt exchange," said credit analyst Helena Song. "We believe the existing capital structure of this entity is unsustainable and that the company will likely pursue options to address its capital structure, including using cash or notes to undertake a distressed buyback or exchange in the next six months." The outlook is negative. S&P believes there is an increasing likelihood that the company will pursue a distressed buyback or exchange within the next six months to address its unsustainable capital structure. S&P could lower the ratings, including the corporate credit rating, to 'CC' if the company publicly announces a restructuring or distressed debt exchange or buyback. S&P could also lower the corporate credit rating to 'SD' if a restructuring or distressed debt exchange occurs without a pre-announcement. S&P could raise the ratings if the company meaningfully strengthens performance and S&P's view of its standing in credit market improves. S&P would also need to believe that the prospects for a distressed exchange were unlikely. JAVAN PAUL SMITH: Unsecureds To Be Fully Paid Over 60 Months ------------------------------------------------------------ Javan Paul Smith filed with the U.S. Bankruptcy Court for the Western District of Texas an amended disclosure statement describing his first amended plan of reorganization, dated Dec 2, 2016, which proposes to give general unsecured creditors a distribution of 100% of their allowed claims. Class 9, secured claim of Steven Fuchs, is impaired. The creditor will be paid in full upon the receipt of funds from the cost, fees and expenses order without interest. Class 10, secured claim of Volkswagen Credit, Inc, is impaired. With an allowed secured amount of $36,800, Volkswagen will be paid $720 monthly with an interest rate of 6.5% for a 60-month period. Class 11, secured claim of Wells Fargo Home Mortgage Inc, is impaired. Creditor will be paid $70,500 with an interest rate of 2.9% over a period of 15 years. Class 12, general unsecured class, is impaired. This class will be paid in full over 60 months with no interest in equal monthly installments beginning 30 days after confirmation of the plan. Payments and distributions under the Plan will be funded by VA and Social Security Income and working for UBER and Lyft and GetMe. The Debtor has, on hand as of the date of the disclosure statement, $1,103. The Debtor will also be liquidating the assets in Aurora Phoenix Enterprises, which could result in about $50,000 to $80,000. The Debtor also expects to recover under an Order of cost, fees and expenses of $2-8 million relating to the disappearance of his son. A full-text copy of the Amended Disclosure Statement is available at: http://bankrupt.com/misc/txwb16-51205-51.pdf Jan. 17 Plan Hearing Judge Craig A. Gargotta of the U.S. Bankruptcy Court for the Western District of Texas approved the Debtor's first amended disclosure statement and his first amended plan of reorganization. The confirmation hearing on the Plan is set for Jan 17, 2017 at 10:30 A.M. The deadline for filing ballots and objections to the confirmation is set for the close business on Jan 6, 2017. Javan Paul Smith is an individual who is 100% service connected totally permanently disabled veteran. He receives VA benefits and social security benefits. The Debtor is able to work part time and in the past has driven a car for Uber, Lyft and Getme. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. W.D. Tex. Case No. 16-51205) on May 31, 2016. J. Todd Malaise, Esq., serves as the Debtor's bankruptcy counsel. JEFFREY GUTZWILLER: Disclosure Statement Hearing Set for Jan. 12 ---------------------------------------------------------------- The U.S. Bankruptcy Court for the District of New Jersey is set to hold a hearing on Jan. 12, at 2:00 p.m., to consider approval of the disclosure statement explaining the Chapter 11 plan of Jeffrey Gutzwiller. The hearing will take place at the U.S. Bankruptcy Court, Courtroom 2, 402 East State Street, Trenton, New Jersey. Objections must be filed no later than 14 days prior to the hearing. Jeffrey R Gutzwiller filed a Chapter 11 petition (Bankr. D.N.J. Case No. 15-26602) on September 1, 2015. The case is assigned to Judge Kathryn C. Ferguson. JOHN SHARPE: Unsecureds To Be Pro-rata Over 5 Years --------------------------------------------------- John Gatewood Sharpe and Shawna McClain Sharpe filed with the U.S. Bankruptcy Court for the Eastern District of Kentucky a disclosure statement for their plan of reorganization and partial liquidation, which propose that the Debtors will devote their five-year projected disposable income to pay Allowed Unsecured Claims, after payment of Allowed Administrative Claims and Allowed Priority Claims. Class A-1, Allowed Secured Claim of Central Bank & Trust Co., impaired under the Plan, consists of the Allowed Secured Claim of Central Bank secured by a first mortgage on Craig's Lane, Lewis and Cane Run farm property in Georgetown, Kentucky. The Class A-1 Claim will be allowed as secured in the prepetition amount of $804,360.36, and will be paid in annual installment payments at 4.25% interest amortized over thirty years with payments commencing Nov. 1, 2017, and due November 1st of each subsequent year. The Class A-1 Claimant will also receive payments upon liquidation of its collateral in accordance with the sale procedures in the Plan. After receipt of any sale proceeds, the annual payments will be recalculated according to the new loan balance if any sums are still due. The Class A-1 Claimant will retain its lien securing the Class A-1 Claim until paid pursuant to the terms hereof. Class B, Allowed Unsecured Claims, impaired under the Plan, consists of the Allowed Unsecured Claims against the Debtors other than Secured Claims, unclassified Claims, and Priority Claims. Each holder of an Allowed Claim in Class B will receive its distribution equal to its pro rata share of funds remaining from the Debtors' projected disposable income for the five-year period following the Confirmation Date, after satisfaction of any Allowed Administrative and Allowed Priority Claims. Such distributions will be paid on an annual basis, on or before November 30th of each successive year. The Debtors may also elect to, but are not obligated to, provide Unsecured Creditors with a prepayment option in the event financing becomes available. The Debtors' total projected disposable income is approximately $137,352. The current estimated total amount of Class B Claims is $191,280. The Debtors will continue to operate post Confirmation as Reorganized Debtors in the ordinary course of business, and they expect to receive ongoing income from their farm operations, property sales/leasing and salary. The Debtors will commit all disposable income to the Plan unless an early payout option of projected disposable income is chosen. The Plan will be funded from income from the post Confirmation farm operations, sales, and salary of the Reorganized Debtors in the ordinary course of business. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/kyeb16-51524-61.pdf Counsel for the Debtors: Jamie L. Harris, Esq. DELCOTTO LAW GROUP PLLC 200 North Upper Street Lexington, KY 40507 Telephone: (859) 231-5800 Facsimile: (859) 281-1179 E-mail: jharris@dlgfirm.com John Gatewood Sharpe and Shawna McClain Sharpe sought Chapter 11 protection (Bankr. E.D. Ky. Case No. 16-51524) on Aug. 4, 2016. The Debtors tapped Jamie L. Harris, Esq., at DelCotto Law Group PLLS as counsel. JOSEPH D. ROMANIELLO: Wells Fargo To Receive Full Payment --------------------------------------------------------- Joseph D. Romaniello filed with the U.S. Bankruptcy Court for the District of Connecticut a fourth amended disclosure statement together with his proposed fourth amended plan of reorganization, a copy of which is available at http://bankrupt.com/misc/ctb14-51862-221.pdf Class 1 - Secured Claim - consists of Wells Fargo, N.A., which has a fully secured mortgage on 457 Pepper Ridge Road, in Stamford, Connecticut in the approximate amount of $164,000, as of July 1, 2016. The Debtor will continue to pay the allowed fully secured creditor in full in accordance with its note and mortgage and the terms therein. To the extent that the lender is already escrowing for taxes and insurance and the Debtor has paid the same with the monthly mortgage payments, this will continue under the Plan, otherwise taxes and insurance will be paid as they become due. The secured creditor will retain its lien. This claim is current. Upon default of the loan terms and or upon confirmation, whichever occurs first, the automatic stay under section 362 of Code will no be applicable so that lender may proceed with its default rights against Debtor without further order of this Court. Class 1 is unimpaired. Class 5 - General Unsecured Claims - consists of general unsecured claims in the total amount of $20,802.72 (Rocky Genovese - $20,000, CL&P - $373.76 and Yankee Gas - $428.96). The Debtor will pay all allowed unsecured claims in full within 60 days of the Effective Date of Confirmation. The creditors shall receive interest at the United States District Court judgment rate which is fixed on the Effective Date. The payments required under the Plan will be made from the Debtor's income, cash on hand and with respect to Lafayette Street, the leasing of the property to an unrelated third party for one-third of the space, and from the Debtor's related corporations, which proceeds will be enough generated by the Debtor to make the payments in accordance with the treatment of each of the secured creditors. About Joseph D. Romaniello Joseph D. Romaniello is involved in the auto industry as a towing and auto body repair shop - two distinct businesses, one East Coast Towing and the other Lafayette Auto Group. Joseph D. Romaniello filed a chapter 11 petition (Bankr. D. Conn. Case No. 14-51862) on Dec. 9, 2014. KDA GROUP: YellowPages Object to Disclosure Statement ----------------------------------------------------- YellowPages.com, LLC and YP Advertising & Publishing, LLC filed with the U.S. Bankruptcy Court for Western District of Pennsylvania an objection to KDA Group, Inc.'s disclosure statement to accompany its liquidating plan, dated Oct. 17, 2016. The Creditors object for the following reasons: (i) the Debtor failed to file monthly operating reports; and (ii) the Disclosure Statement fails to (a) adequately describe assets and liabilities; (b) disclose feasibility and best interests test, and post-confirmation officers and directors; and (c) to address the possibility that distributions will be made to certain holders of secured claims, such as YP. According to the Creditors, Section (I)(8) of the Disclosure Statement indicates the Debtor is not current on filing monthly operating reports but provides no explanation. The Debtor has not filed a monthly operating report since July, 2016, for the month of June 2016, the Creditors tell the Court. Section (III) lists various categories of assets, several of which reference an attached schedule. No schedules were attached to the Disclosure Statement, the Creditors say. No disclosure is provided regarding preferences or fraudulent transfers, or any investigation into potential director or officer liability, the Creditors point out. The Disclosure Statement fails to show how the Plan is feasible in light of unpaid administrative post-petition rent and professional fees, the Creditors complain. The Debtor currently lacks cash to pay administrative claims in full on the effective date, the Creditors add. Though the Disclosure Statement mentions that "YP has alleged that they have a secured claim in the Debtor's accounts receivable," the Debtor makes no effort to justify its position that it "does not believe" the claim is secured, the Creditors complain. Furthermore, the Creditors say the Debtor has not created a class of claims to show the potential impact that YP's secured status would have on distributions to other creditors. For these reasons, the Creditors ask the Court to deny the Disclosure Statement or, in the alternative, and require the Debtor to amend the Disclosure Statement; and provide sufficient time for creditors to review the newly revised disclosure statement prior to the hearing to approve the same, so as to address the issues and concerns raised in the Objection. Counsel for the Creditors: Kirk B. Burkley, Esq. BERNSTEIN-BURKLEY, P.C. Daniel R. Schimizzi, Esq. 707 Grant St., Ste. 2200, Gulf Tower Pittsburgh, PA 15219 Telephone: (412)456-8121 Facsimile: (412)456-8135 E-mail: kburkley@bernsteinlaw.com dschimizzi@bernsteinlaw.com -- and -- Paul M. Rosenblatt, Esq. Lindsey D. Simon, Esq. KILPATRICK TOWNSEND & STOCKTON LLP 1100 Peachtree Street NE, Suite 2800 Atlanta, GA 30309-4528 Telephone: (404) 815-6321 Facsimile: (404) 541-3373 E-mail: prosenblatt@kilpatricktownsend.com lsimon@kilpatricktownsend.com About KDA Group Headquartered in Pittsburgh, Pennsylvania, KDA Group, Inc., filed for Chapter 11 bankruptcy protection (Bankr. W.D. Pa. Case No. 16-21821) on May 12, 2016, estimating its assets at between $100,000 and $500,000 and liabilities at between $10 million and $50 million. The petition was signed by Nicholas D. E. Barran, authorized representative. Judge Gregory L. Taddonio presides over the case. Donald R. Calaiaro, Esq., at Calaiaro Valencik serves as the Debtor's bankruptcy counsel. The Troubled Company Reporter, on July 1, 2016, reported that 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 KDA Group, Inc. KING & WOOD MALLESONS: Dentons Drops from Merger Talks ------------------------------------------------------ Suevon Lee, writing for Bankruptcy Law360, reported that Dentons has withdrawn from discussions to take over King & Wood Mallesons' troubled European arm, leaving only a handful of parties left to snatch up all or part of the business, a source close to Dentons said, confirming media reports. Though the firm was once in contention to acquire a large portion of KWM Europe, the British legal magazine LegalWeek said the firm was no longer pursuing that avenue as of last week. A source close to Dentons independently confirmed to Law360 that the report. In a separate report, Mr. Lee said that a day after Dentons pulled out of the hunt for King & Wood Mallesons' Europe and Middle East arms, Reed Smith LLP is trying to snap up partners looking for a new home, the firm confirmed to Law360. "I can confirm that discussions are at an early stage," Reed Smith's Europe & Middle East managing partner Tamara Box said in a statement, the report said. About King & Wood Mallesons King & Wood Mallesons is a multinational law firm headquartered in Hong Kong. With more than 2,200 lawyers and $1 billion in revenue, King & Wood Mallesons is a product of two large scale mergers: in 2012, China’s King & Wood PRC Lawyers merged with Mallesons Stephen Jaques of Australia, and then what became King & Wood Mallesons merged with SJ Berwin of the United Kingdom in 2013. KWM is the first and only global law firm based in Asia and is the largest law firm headquartered outside of the United States or European Union. It is the 6th largest firm in the world by number of lawyers and one of the top thirty by revenue. The firm's Chinese, Australian and UK divisions each maintains separate finance units but operates under a single brand name. European Arm's Woes KWM's European and Middle East (EUME) operation as of November 2016 had 130 partners and more than 500 lawyers altogether. Its offices in Europe and the Middle East are London, Cambridge, Madrid, Brussels, Luxembourg, Milan, Paris, Frankfurt, Munich, Dubai and Riyadh. In 2015, the division accounted for 27 percent of the firm’s global revenue. The Australian, Chinese, Hong Kong portions of KWM are financially separate and have different management from the European operations. KWM Europe faced cash flow issues because of a slowdown in business and partner defections. In 2016, it was unable to make timely payments to partners. The firm subsequently announced a plan to inject $18 million of capital by raising it from partners. But the recapitalization plan failed due to a number of partner departures. Among those who jumped ship are managing partner Rob Day and its head of investments practices Michael Halford, left. On Nov. 10, 2016, the firm announced that KWM global managing partner Stuart Fuller would step down and that a process was underway to select a new leader. On Nov. 16, 2016, KWM announced a proposed bail-out, under which the Chinese division agreed to infuse GBP14 million of additional capital to KWM Europe, provided that 60% of partners agree to a 12 month "lock-in" and provide some additional capital. However, insufficient partners committed to the deal. By the end of November 2016, KWM announced that it was considering a range of strategic options, including a merger of the European division. In early December 2016, reports say that KWM Europe was in negotiations to enter pre-packaged administration proceedings in the UK. KWM Europe announced on Dec. 9, 2016, that it has received "a number of indicative purchase offers." KRATON CORP: Re-Priced Term Loan No Impact on Moody's B1 CFR ------------------------------------------------------------ Moody's Investors Service says that Kraton Corporation's (B1 stable) successfully re-priced term loan is a modest credit positive, since it will lower annual interest expense, but it does not result in any changes to the company's existing B1 Corporate Family rating (CFR), Ba3 term loan rating, B3 senior unsecured notes rating, or stable outlook. Kraton Corporation, headquartered in Houston, Texas, is a major global producer of styrenic block copolymers (SBCs), which are synthetic elastomers used in industrial and consumer applications. In early 2016, through its acquisition of Arizona Chemical Holdings Corporation, Kraton added capabilities in the production and sales of pine based specialty chemicals. The company generated revenues of roughly $1.6 billion for the LTM period ending September 30, 2016. LAVA ENTERPRISES: Disclosures Okayed, Plan Hearing on Jan. 11 ------------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Virginia will consider approval of the Chapter 11 plan of Lava Enterprises Inc. at a hearing on Jan. 11, at 11:30 a.m. The hearing will be held at the U.S. Bankruptcy Court, 700 Main Street, 3rd Floor Courtroom, Danville, Virginia. The court will also consider at the hearing the final approval of Lava Enterprises' disclosure statement, which it conditionally approved on Nov. 29. The order set a Jan. 6 deadline for creditors to cast their votes and file their objections. About Lava Enterprises Lava Enterprises, Inc. filed a Chapter 11 petition (Bankr. W.D. Va. Case No. 16-61478), on July 22, 2016. The petition was signed by Larry H. Williams, president. The Debtor is represented by Stephen E. Dunn, Esq. of Stephen E. Dunn, PLLC. The Debtor estimated assets at $100,001 to $500,000 and liabilities at $500,001 to $1 million at the time of the filing. LEADER INDUSTRIES: Hires Alexander Thompson Arnold as Accountants ----------------------------------------------------------------- Leader Industries, Inc., seeks authorization from the U.S. Bankruptcy Court for the Middle District of Tennessee to employ Alexander Thompson Arnold PLLC as accountants for Debtor. The Debtor requires the post-petition services of an accountant to provide services necessary for the Debtor's continued operations. In order to continue operating, fulfill the reporting requirements of Chapter 11, and satisfy the demands for accurate financial information necessary for the Debtor, creditors and other parties in interest to evaluate the Debtor's future viability, it is necessary for the Debtor to employ accounting professionals. The Debtor wishes to retain ATA during the pendency of this case for accounting work and assistance with monthly operating reports. The Debtor will compensate ATA for accounting work at a fee of $450 per month. ATA shall also invoice the Debtor for work performed for tax purposes at $125 to $250 per hour. ATA will also be reimbursed for reasonable out-of-pocket expenses incurred. Larry Sacks, CPA, PFS, principal at Alexander Thompson Arnold PLLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. ATA may be reached at: Larry Sacks, CPA, PFS Alexander Thompson Arnold PLLC 905 Harpeth Valley Place Nashville, TN 37221 Phone: 615.662.2727 Fax: 615.646.3291 About Leader Industries, Inc. Leader Industries, Inc. filed a Chapter 11 bankruptcy petition (Bankr. M.D.Tenn. Case No. 16-08337) on November 21, 2016. Elliot Warner Jones, Esq., at Emerge Law PLC serves as bankruptcy counsel. The Debtor's assets and liabilities are both below $1 million. LEADER INDUSTRIES: Hires Emerge Law as Counsel ---------------------------------------------- Leader Industries, Inc., seeks authorization from the U.S. Bankruptcy Court for the Middle District of Tennessee to retain Emerge Law PLC as counsel for Debtor. The Debtor requires the Firm to: a. render legal advice with respect to the rights, powers and duties of the Debtor in the management of its property; b. investigate and, if necessary, institute legal action on behalf of the Debtor to collect and recover assets of the estate of the Debtor; c. prepare all necessary pleadings, orders and reports with respect to this proceeding and to render all other legal services as may be necessary or proper herein; d. assist and counsel the Debtor in the preparation, presentation and confirmation of its disclosure statement and plan of reorganization; e. represent the Debtor in any forum as may be necessary to protect the interests of the Debtor; and f. perform all legal services that may be necessary and appropriate in the general administration of this estate. The Firm will charge for all expenses actually incurred on behalf of the Debtor, consistent with its normal practices and as may be approved by the Court as reasonable and necessary. The Firm has received a total of $12,000.00 as a retainer for the Firm's representation of the Debtor (the "Retainer"). Of that amount, $1,717.00 was applied toward the Chapter 11 filing fee. Warner Jones, Esq., member of the firm Emerge Law PLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. The Firm may be reached at: Elliot Warner Jones, Esq. Elliott W. Jones, Esq. Emerge Law PLC 2021 Richard Jones Road, Suite 240 Nashville, TN 37215 Phone: (615) 852-5550 Fax: (615) 577-8325 E-mail: elliott@emergelaw.net warner@emergelaw.net About Leader Industries, Inc. Leader Industries, Inc. filed a Chapter 11 bankruptcy petition (Bankr. M.D.Tenn. Case No. 16-08337) on November 21, 2016. Elliot Warner Jones, Esq., at Emerge Law PLC serves as bankruptcy counsel. The Debtor's assets and liabilities are both below $1 million. LEVITT HOMES: Disclosures OK'd; Plan Confirmation Hearing on Feb. 7 ------------------------------------------------------------------- The Hon. Enrique S. Lamoutte Inclan of the U.S. Bankruptcy Court for the District of Puerto Rico has approved Levitt Homes Corporation's disclosure statement filed on No. 21, 2016, referring to the Debtor's plan of reorganization filed on Nov. 21, 2016. A hearing for the consideration of confirmation of the Plan will be held on Feb. 7, 2017, at 10:00 a.m. Any objection to confirmation of the Plan will be filed on or before 21 days prior to the date of the hearing on confirmation of the Plan. Acceptances or rejections of the Plan may be filed in writing by the holders of all claims on or before 14 days prior to the date of the hearing on confirmation of the Plan. Objections to claims must be filed 45 days prior to the hearing on confirmation. The Debtor will file with the Court a statement setting forth compliance with each requirement in Section 1129, the list of acceptances and rejections and the computation of the same, within seven working days before the hearing on confirmation. As reported by the Troubled Company Reporter, the Debtor filed with the Court a disclosure statement referring to the Debtor's plan of reorganization, which states that Class 3 Allowed General Unsecured Claims of Insiders and Debtor's Affiliates are impaired under the Plan. Holders of Allowed General Unsecured Claims of Debtor's Affiliates and Insiders for $3,610,890.84, resulting from advances to the Debtor, loans to the Debtor, and unpaid salaries, will be paid from the sale of the Debtor's remaining assets, on a pro rata basis. Headquartered in San Juan, developer and builder Puerto Rico, Levitt Homes Corporation filed for Chapter 11 bankruptcy protection (Bankr. D. P.R. Case No. 15-03368) on May 4, 2015, listing $4.5 million in total assets and $4.6 million in total liabilities. The petition was signed by Jose Manuel Rodriquez, CPA, vice-president. Judge Enrique S. Lamoutte Inclan presides over the case. Charles Alfred Cuprill, Esq., at Charles A Cuprill, PSC Law Office serves as the Debtor's bankruptcy counsel. LIFE CHANGE: Shelby Trustee To Be Fully Paid at 5.25% in 5 Years ---------------------------------------------------------------- Life Change "N" Ministries filed with the U.S. Bankruptcy Court for the Western District of Tennessee a disclosure statement referring to the Debtor's plan of reorganization. Class 4 - Pre-petition Unsecured Priority Claim of The Shelby County Trustee will be paid in full at 5.25% interest and a monthly payment of $172.34. The Shelby County Trustee is owed $10,339.79 in delinquent property taxes. Class 5 - Pre-Petition Priority Claims of The City of Memphis will be paid in full at 12% interest and a monthly payment of $46. The City of Memphis is owed the sum of $1552.34 for delinquent property taxes. Funds needed to make cash payments on the effective date on account of allowed administrative claims, under the Plan, will come from the gross assets and income of the Debtor. The Disclosure Statement is available at: http://bankrupt.com/misc/tnwb16-28056-26.pdf As reported by the Troubled Company Reporter on Oct. 21, 2016, the Debtor filed with the Court a plan of reorganization and disclosure statement, which proposed that the Class 2 - Prepetition Secured Claim of MJ Edwards Trust will be fully secured at 5% interest and a monthly payment of $277, and that the Class 3 - Per-Petition Secured Claim of SBA will be fully secured at 3.25% interest and a monthly payment of $119. About Life Change "N" Ministries Life Change "N" Ministries operates as an urban ministry at 2453 Park Avenue, Memphis, Tennessee. Its business consists of providing religious, spiritual and counseling services to residents of the Orange Mound community of Shelby County, Tennessee. Life Change "N" Ministries sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W. D. Tenn. Case No. 16-28056) on Sept. 2, 2016, and is represented by John E. Dunlap, Esq., at The Law Offices of John E. Dunlap, P.C. At the time of the filing, the Debtor estimated assets and liabilities of less than $100,000. 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 of Life Change "N" Ministries. LIGHTHOUSE HISTORICAL: Feb. 8 Plan Confirmation Hearing ------------------------------------------------------- The Hon. Mildred Caban Flores of the U.S. Bankruptcy Court for the District of Puerto Rico has conditionally approved Lighthouse Historical Foundation Inc.'s disclosure statement filed on July 26, 2016, and supplemented on Nov. 30, 2016. A hearing for the consideration of the final approval of the Disclosure Statement and the confirmation of the plan of reorganization will be held on Feb. 8, 2017, at 9:00 a.m. Any objection to the final approval of the Disclosure Statement and confirmation of the Plan must be filed on or before 14 days prior to the date of the hearing on confirmation of the Plan. Acceptances or rejections of the Plan may be filed in writing by the holders of all claims on or before 14 days prior to the date of the hearing on confirmation of the Plan. The Debtor will file with the Court a statement setting forth compliance with each requirement in U.S.C. Section 1129, the list of acceptances and rejections and the computation of the same, within seven working days before the hearing on confirmation. As reported by the Troubled Company Reporter on Aug. 11, 2016, the Debtor filed the Plan, which proposes that general unsecured creditors receive cash payments, which Lighthouse has valued at 30% of their allowed claims. The plan divides claims into three classes, which will be paid in cash over five years. Lighthouse Historical Foundation Inc. is a non-profit organization engaged in the protection and maintenance of the Arecibo Lighthouse. The Debtor operates a maritime history museum, small zoo and aquarium, water park, souvenir shop and cafeteria at the site. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 15-10029) on Dec. 18, 2015. Jose Ramon Cintron, Esq., serves as the Debtor's bankruptcy counsel. LIMITLESS MOBILE: Hires Dilworth Paxson LLP as Counsel ------------------------------------------------------ Limitless Mobile, LLC seeks authorization from the U.S. Bankruptcy Court for the District of Delaware to employ Dilworth Paxson LLP as counsel. The Debtor requires Dilworth to: a. counsel the Debtor with respect to its powers and duties as debtor-in- possession; b. prepare on behalf of the Debtor or assist the Debtor in preparing all necessary pleadings, motions, applications, complaints, answers, responses, orders, United States Trustee reports, and other legal papers; c. represent the Debtor in any matter involving negotiations or disputes with secured or unsecured creditors, including the claims reconciliation process; d. represent the Debtor in negotiating, preparing and implementing a plan of reorganization; and e. perform all other legal services for the Debtor which may be necessary in order to bring this bankruptcy case to a successful resolution, other than those requiring specialized expertise for which special counsel, if necessary, may be employed. Dilworth lawyers and professionals who will work on the Debtor's case and their hourly rates are: Lawrence McMichael, Partner $895 Martin J. Weis, Partner $560 Jesse Silverman, Partner $410 Catherine Pappas, Partner $375 Erik L. Coccia, Associate $300 Miriam Luna Dolan, Paralegal $170 Christine Chapman-Tomlin, Paralegal $180 Dilworth received a total of $111,000 from the Debtor within the 90 days prior to the Petition Date. Dilworth will also be reimbursed for reasonable out-of-pocket expenses incurred. Lawrence McMichael, Esq., partner in the law firm of Dilworth Paxson LLP , assured the Court that the firm does not represent any interest adverse to the Debtor and its estates. Dilworth may be reached at: Lawrence McMichael, Esq. Dilworth Paxson LLP One Customs House 704 King Street, Suite 500 Wilmington, DE 19801 Tel: (302) 571-9800 Fax: (302) 571-8875 E-mail: lmcmichael@dilworthlaw.com About Limitless Mobile, LLC Limitless Mobile, LLC filed a Chapter 11 bankruptcy petition (Bankr. D.DE. Case No. 16-12685) on December 2, 2016. Dilworth Paxson, LLP represents the Debtor as counsel. In its petition, the Debtor estimated $10 million to $50,000 million in assets and $50 million to $100 million in liabilities. The petition was signed by Amir Rajwany, chief operating officer. LINN ENERGY: Jan. 24 Hearing on LINN Debtors' Reorganization Plan ----------------------------------------------------------------- Judge David R. Jones of the U.S. Bankruptcy Court for the Southern District of Texas, on December 13, 2016, approved the disclosure statement for the amended joint Chapter 11 plan of reorganization of Linn Energy, LLC, and its debtor affiliates other than Linn Acquisition Company, LLC, and Berry Petroleum Company, LLC, The following dates are established with respect to the solicitation of votes and confirmation of the Plan: Voting Record Date December 2 Solicitation Mailing Deadline December 19 Publication Deadline December 20 Voting Deadline January 12 Plan Objection Deadline January 17 Plan Objection Response Deadline January 20 Deadline to File Voting Report January 20 Deadline to File Confirmation Brief January 20 The hearing on the confirmation of the Reorganization Plan will be held on January 24, 2017, at 9:00 a.m. The LINN Debtors' Reorganization Plan dated December 12, 2016, a full-text copy of which is available at http://bankrupt.com/misc/txsb16-60040-1334.pdfprovides that Class A5 - LINN Unsecured Notes Claims are allowed as follows: (i) $580,100,547.11 due as of the Petition Date under the 6.5% senior notes due May 2019, issued by LINN and LINN Energy Finance Corp. pursuant to nthe LINN 2011 Unsecured Notes Indenture; (ii) $600,580,190.97 due as of the Petition Date under the 6.25% senior notes due November 2019, issued by LINN and LINN Energy Finance Corp. pursuant to the LINN 2012 Unsecured Notes Indenture; (iii) $754,061,706.75 due as of the Petition Date under the LINN 2020 Unsecured Notes; (iv) $788,870,992.11 due as of the Petition Date under the 7.75% senior notes due February 2021, issued by LINN and LINN Finance Corp. pursuant to the LINN September 2010 Unsecured Notes Indenture; and (v) $385,279,610.33 due as of the Petition Date under the 6.5% senior notes due September 2021, issued by LINN and LINN Energy Finance Corp. pursuant to the LINN 2014 Unsecured Notes Indenture; in each case, plus any additional unpaid interest, fees, and other expenses (if any) arising under or in connection with the LINN Unsecured Notes Claims. The LINN Exit Facility will be comprised of: (a) a reserve based lending facility with an initial borrowing base equal to $1.4 billion minus the amount of Reorganized LINN Non-Conforming Term Notes issued to Non-Electing Lenders (as initially divided between a $1.4 billion conforming tranche minus the amount of Reorganized LINN Non-Conforming Term Notes issued to Non-Electing Lenders and $0.0 in a non-conforming tranche), on the terms and conditions set forth in the LINN Exit Facility Documents; and (b) a new first lien term loan in the aggregate original principal amount of $300 million on the terms set forth in the LINN Exit Facility Documents. The December 12 Plan also provides that the Reorganized LINN Debtors will enter into the LINN Exit Facilit. Each Holder of an Allowed LINN Lender Claim that elects to participate in the LINN Exit Facility will receive its Pro Rata share of (i) the LINN Exit Facility, and (ii) the LINN Lender Paydown, including the Pro Rata share with respect to all Consenting LINN Lenders of the amount that would otherwise be payable to the Non-Electing Lenders, if such Non-Electing Lenders were Consenting LINN Lenders (such that the aggregate amount received by Consenting LINN Lenders is equal to the LINN Lender Paydown), in each case pursuant to Article III.B.3. The LINN Exit Facility shall be on terms set forth in the LINN Exit Facility Documents and substantially consistent with the terms set forth in the LINN Exit Facility Term Sheet, provided, that the agreggate amount of the Reorganized LINN Revolving Loan commitments will be reduced dollar for dollar by an amount of the Reorganized LINN Non-Confirming Term Notes that are issued to Non-Electing Lenders, so that the aggregate amount of the Reorganized LINN Revolving Loan commitment plus the Reorganized LINN Non-conforming Term Notes will be equal to $1.4 billion. Prior to the Disclosure Statement hearing, the LINN Debtors filed an Amended Disclosure Statement on December 7, a full-text copy of which is available at http://bankrupt.com/misc/txsb16-60040-1306.pdf The LINN Debtors, on December 2, also filed an Amended Disclosure, a full-text copy of which is available at http://bankrupt.com/misc/txsb16-60040-1256.pdf About Linn Energy Headquartered in Houston, Texas, Linn Energy, LLC, and its affiliates are independent oil and natural gas companies. Each of Linn Energy, LLC, and 14 of its subsidiaries filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 16-60040) on May 11, 2016. The petitions were signed by Arden L. Walker, Jr., chief operating officer of LINN Energy. The Debtors have hired Paul M. Basta, Esq., Stephen E. Hessler, Esq., Brian S. Lennon, Esq., James H.M. Sprayregen, Esq., and Joseph M. Graham, Esq., at Kirkland & Ellis LLP and Kirkland & Ellis International LLP as general bankruptcy counsel, Jackson Walker L.L.P. as co-counsel, Lazard Freres & Co. LLC as financial advisor, AlixPartners as restructuring advisor and Prime Clerk LLC as claims, notice and balloting agent. Judge David R. Jones presides over the cases. The Office of the U.S. Trustee has appointed five creditors of Linn Energy LLC to serve on the official committee of unsecured creditors. The Committee tapped Mark I. Bane, Esq., and Keith H. Wofford, Esq., at Ropes & Gray LLP; and Moelis & Company LLC as investment banker. It also retained as Texas Oil & Gas Counsel, John P. Melko, Esq., David S. Elder, Esq., and Michael K. Riordan, Esq., at Gardere Wynne Sewell LLP. MANUEL IBANEZ: Unsecureds to Recover 1.2355% Under Plan ------------------------------------------------------- Manuel Ibanez and Rebeca Ibanez filed with the U.S Bankrupty Court for the Southern District of Florida a disclosure statement in support of their plan of reorganization, which proposes to give general unsecured and undersecured creditors a distribution of approximately 1.2355% of their allowed claims. Class 1A, the Unsecured Priority Claim of the Internal Revenue Service, in the amount of $1,407.35 is unimpaired by this Plan. This claim is comprised of 2012 Federal Income Taxes, as well as any other subsequent tax years in which a liability exists to the Internal Revenue Service. The Internal Revenue Service will be paid in full (the full amount of its allowed unsecured priority claim), plus statutory interest, over 60 months from the Petition Date, in equal monthly payments, which will begin on the first day of the month following the Effective Date of this Plan, and continue on the first day of every month thereafter. Furthermore, future federal income taxes will be paid in the ordinary course. Class 1B consists of all allowed priority unsecured claims of Real Property Tenants who are owed security deposits. Upon the expiration of the unexpired leases, the Debtors may become obligated to repay their tenants their security deposits, pursuant to applicable law. Upon information and belief, the security deposits are: (a) 2335 NW Via Della Ct, Port St. Lucie, FL 34986 ($1,850.00); (b) 218 SE 14 St # 2206, Miami, FL 33131 ($1,850.00); and (c) 15751 SW 106 Terr # 17-202, Miami, FL 33196 ($1,250.00). Upon such time that the Debtors become obligated to pay their tenants these security deposits, the security deposits will be repaid in full. The Debtors will set aside a reserve for Class 1B Creditors, so that these amounts can be paid on a timely basis upon the expiration of the leases. Class 8 consists of all allowed unsecured general claims, including undersecured claims. The Class 8 Creditors will share pro rata in a total distribution in the amount of $15,000. Any allowed unsecured or undersecured general claimant scheduled to receive a total distribution of $250 or less will be paid in a lump sum within 60 days from the Effective Date. The Debtors estimate that the lump sum payment(s) will total $1,813.32. Any allowed unsecured or undersecured general claimant scheduled to receive a total distribution of more than $250 shall receive payment over 5 years from the first day of the month following the Effective Date, in 20 monthly payments totaling $659 per payment, with the first payment due on the first day of the month following the Effective Date of this Plan, and continuing on the first day of every quarter. Unsecured creditors will be receiving a distribution of approximately 1.2355% of their allowed claim(s). The means necessary for the execution of this Plan include the following: (a) the Debtors' income through their company, Patty Cake (gross income to the Debtors of approximately $2,500.00 per month for the 12 month period following the Effective Date); (b) the Debtors' social security income (approximately $776.00 per month for the 12 month period following the Effective Date); and (c) rental income from the Debtors' investment real properties located at 218 SE 14 St # 2206, Miami, FL 33131 (estimated rental income of $3,300.00 per month), 15751 SW 106 Terr # 17-202, Miami, FL 33196 (estimated rental income of $900.00 per month), 6306-6308 Polk St, Hollywood, FL 33024 (estimated rental income of $2,329.12 per month) and 2335 NW Via Della Ct, Port St. Lucie, FL 34986 (estimated rental income of $2,000.00 per month). The Debtors will, and believes they can, generate sufficient income to make all payments due under this Plan. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/flsb14-16921-151.pdf Counsel for the Debtors: Jonathan S. Leiderman - Fla. Bar No. 0027022 LEIDERMAN SHELOMITH ALEXANDER + SOMODEVILLA, PLLC 2699 Stirling Road, Suite C401 Fort Lauderdale, Florida 33312 Tel. 954.920.5355 Fax. 954.920.5371 jsl@lsaslaw.com The bankruptcy case is In re MANUEL IBANEZ and REBECA IBANEZ, Case No. 14-16921-BKC-AJC (Bankr. S.D. Fla.). MAPPIN LOJAS: Wins Ch.15 Recognition of Brazilian Proceedings ------------------------------------------------------------- Carolina Bolado, writing for Bankruptcy Law360, reported that the trustee of Mappin Lojas de Departamento SA got a green light from Florida Bankruptcy Judge Robert A. Mark to chase assets of the company's owner, who he claims drained its coffers to fund a lavish lifestyle, first in London and now in Miami Beach. In a ruling from the bench, Judge Mark approved the Chapter 15 proceeding of Mappin Lojas de Departamento SA and two affiliated companies -- Mappin Telecomunicacoes Ltda. and Casa Anglo Brasileira -- and granted a preliminary injunction. About Mappin Lojas Massa Falida de Mappin Lojas de Departamento S.A., Mappin Telecomunicoes Ltda. and Casa Anglo Brasileira S.A., sought protection under Chapter 15 of the Bankruptcy Code (Bankr. S.D. Fla. Case Nos. 16-25541 to 16-25543) on Nov. 20, 2016, seeking recognition in the U.S. courts of an insolvency proceeding in Brazil that started more than 15 years ago. Afonso Henrique Alves Braga, the court-appointed trustee responsible for foreign asset recovery and duly-authorized foreign representative of the Debtors, filed the petitions. The Chapter 15 cases are pending before Judge Robert A Mark. Kobre & Kim LLP serves as the petitioner's counsel. The Mappin chain of department stores was founded in 1774 in England. On Nov. 29, 1913, two brothers, Walter and Herbert Mappin, opened the first Mappin department store in Brazil. Mappin Telecomunicacoes is an affiliate of Mappin Lojas. Mansur indirectly owns Mappin Lojas and Mappin Telecomunicacoes through Casa Anglo. In July 1999, Mappin Lojas was placed into a formal Brazilian insolvency process by the Court of Justice of the State of Sao Paulo, Central Civil Court, 18th Civil Division pursuant to Brazilian Bankruptcy Decree-Law, number 7.661 of 1945 under the laws of the Federative Republic of Brazil. Subsequently, on March 23, 2000, the bankruptcy was extended to Mappin Telecomunicacoes and Casa Anglo. As disclosed in Court documents, the Debtors' fall into financial distress and eventually insolvency was widely suspected to have been the result of a fraud perpetrated by CEO Ricardo Mansur. Due to Mappin Lojas's failure to pay its debts as they fell due, a large number of creditors had petitioned for Mappin Lojas to be declared bankrupt and placed into insolvency proceedings. In October 1996, Mansur, a Brazilian businessman and bank owner, acquired Mappin Lojas and became its CEO. At that time, Mappin Lojas had approximately 9,000 employees and annual sales in excess of 1 billion Reais per year (approx. US$300,000,000). Mr. Braga concluded that Mansur had fraudulently misapplied assets based on among other evidence, a report from the Central Bank, which conclusion was corroborated by contemporaneous press coverage reporting that Mansur was a fraudster. On July 6, 2011, Mr. Braga applied to the Brazilian Court for an ex parte order, for among other relief, to pierce the corporate veil of the Debtors to hold Mansur and his assets personally liable for the debts of the Debtors pursuant to Article 50 of Law number 10.406, dated of 2.002, as amended. He also requested the Brazilian Court to reverse pierce the corporate veil of other, non-debtor entities owned and controlled by Mansur so that those assets would also be subject of the bankruptcy. Mr. Braga's application was granted by the Brazilian Court on Aug. 6, 2011. CEO's Extravagant Lifestyle According to Mr. Braga, despite the demise of the Debtors, Mansur continues to maintain an extravagant lifestyle through strategic asset planning and multiple relocations to avoid enforcement of his liability to Mappin creditors in the Brazilian Proceeding. "Despite being the majority shareholder and CEO of a company that had thrived for nearly a century in Brazil, only to become woefully insolvent after three years of his ownership and control, Mansur has continued to maintain a lavish lifestyle following the Debtors' demise," maintained Mr. Braga. Mr. Braga disclosed that following the commencement of the Brazilian Proceeding, Mansur relocated to London, England, where he continued to lead an abundant lifestyle, which included living in a multi-million dollar house in Kensington and maintaining a polo center. Most recently, Mansur once again moved himself and his assets from London to Miami Beach, Florida, shortly before Mr. Braga obtained orders from the Chancery Division of the English High Court that enabled him to commence an asset recovery campaign against Mansur in the UK. On Aug. 12, 2011, following shortly upon the issuance of the Aug. 6, 2011, Veil Piercing Order, the Brazilian Court issued an order authorizing Mr. Braga to take action abroad to identify and retrieve the assets of the Debtors' estate. On May 14, 2015, Mr. Braga applied to the UK Court to open proceedings to have the Brazilian Proceeding recognized under Article 15 of the UNCITRAL Model Law on Cross-Border Insolvency as adopted into UK law in Schedule 1 to the Cross-Border Insolvency Regulations 2006. On July 6, 2015, the UK Court recognized the Brazilian Proceeding under Articles 15 and 17 of the CBIR, and entrusted Mr. Braga with the administration, realization and distribution of the Debtors' assets located in the UK. Brazilian Proceeding Based on the last report from Dr. Nelson Carmona, the court-appointed trustee responsible for the local asset recovery in Brazil, dated as of Jan. 28, 2016, at least 1,092 claims against Mappin have been admitted to proof in the sum of R$361,538,176 (approximately US$109,226,035). Of this sum, R$51,123,805 or US$15,445,258 of the total debt was already paid by the estate, leaving a balance of R$310,414,371 (approximately US$93,780,776) yet to be paid. Mr. Carmona is still considering claims which have been made by other ordinary unsecured creditors of Mappin. In addition, Mr. Carmona has been considering the claims submitted by the Brazilian tax authorities. Those claims, if admitted, will have preferential status. At a minimum, these are worth R$350,000,000 (approximately US$105,740,181). The total of the estimated debts of Mappin are, at a minimum, therefore, approximately R$700,000,000 (approximately US$211,480,000). The value of the assets of Mappin collected by the Trustees in Bankruptcy to date is approximately R$131,123,805 (approximately US$39,614,442). As such, the total of the estimated debts of the Debtors are, at a minimum, approximately R$380,000,000 (approximately US$114,803,625). By contrast, the value of the assets of the Debtors collected by the Trustees in Bankruptcy to date is approximately R$131,123,805 (approximately US$39,614,442). "The prospect of any further substantial recovery becoming available to the Debtors' creditors is largely dependent upon finding and retrieving valuable assets outside of Brazil that I have the right to recover for the benefit of the Debtors' Estate and their creditors," said Mr. Braga. "To that end, the value I will be able to realize post-recognition on behalf of the Debtors' creditors and Brazilian liquidation estate is highly dependent upon preventing Mansur from transferring assets in this District outside of the territorial jurisdiction of the United States following notice of these proceedings," he continued. Accordingly, Mr. Braga is seeking pre- and post-recognition relief entrusting him with the administration and realization of all assets of the Debtors located in the United States and suspending the right of Mansur or anyone else to transfer, encumber or otherwise dispose of any such assets. Mr. Braga is asking the Bankruptcy Court to recognize and enforce the Brazilian Court's Veil Piercing Order, and confirm that all assets within the territorial jurisdiction of the United States that are owned by Mansur are "assets of the debtor" that can and should be entrusted to Plaintiff for the benefit of the Debtors' Brazilian liquidation estate. MID CITY TOWER: Applies For Short-Term Bridge Loan to Pay Creditors ------------------------------------------------------------------- Mid City Tower, LLC, filed with the U.S. Bankruptcy Court for the Middle District of Louisiana an amended disclosure statement dated Nov. 29, 2016, referring to the Debtor's plan of reorganization. The Chapter 11 plan proposes to pay its debts in full. The Plan provides for lump sum payments of allowed secured and unsecured claims with no necessity of amortization over a repayment term of debt existing as of the petition date of the case. A portion of the equity interest will be restructured by providing for a buy-out of the interest of Dr. Bobby Joseph, Erat S. Joseph, and Dr. George A. Mamphilly. The Debtor has applied for a short-term bridge loan at 12% interest to be paid interest-only payments for 12 months to refinance the secured debt to MidSouth Bank and pay allowed creditor claims, and that loan will be combined with funds from two new investors for additional funding for the debtor including the buy-out of the dissenting minority equity interests. The Debtor has other prospects for loans in progress that would less expensive than this loan that is closest to a closing date in connection with confirmation of this plan of reorganization. The Amended Disclosure Statement is available at: http://bankrupt.com/misc/lamb16-10877-155.pdf As reported by the Troubled Company Reporter on Nov. 17, 2016, the Debtor filed with the Court a disclosure statement dated Nov. 4, 2016, referring to the Debtor's plan of reorganization, which also proposed to pay the debts in full. About Mid City Tower Mid City Tower, LLC, based in Baton Rouge, Louisiana, is an entity formed in 2013 by Mathew S. Thomas with the assistance of his family. The entity has always been operated from its business location at 5700 Florida Boulevard, Rouge Rouge, Louisiana. The Debtor filed a Chapter 11 petition (Bankr. M.D. La. Case No. 16-10877) on July 26, 2016. The Hon. Douglas D. Dodd presides over the case. The petition was signed by Mr. Thomas, manager. In its petition, the Debtor estimated $1 million to $10 million in assets and $1 million to $10 million in liabilities. Brandon A. Brown, Esq., and Ryan James Richmond, Esq., at Stewart Robbins & Brown, LLC, serve as bankruptcy counsel. MLFTL INC: Unsecureds To Be Paid in Full Over One Year ------------------------------------------------------ MLFTL, Inc., operating as Mattress Land, filed with the U.S. Bankruptcy Court for the Southern District of Florida a first amended disclosure statement referring to the Debtor's plan of reorganization. The Disclosure Statement provides for the treatment of the unsecured claims at 100% of the approved claims to be paid monthly as scheduled. There are two Class 3 unsecured Claimants. The treatment of each unsecured creditor is to be paid in full over one year starting 30 days after Debtor's Plan and Disclosure Statement is approved by the creditors and the Court. All Classes are impaired in the Plan. This Chapter 11 case intends to preserve the Debtor's opportunities in this industry, and lead to successful expansion financing post-confirmation. This combination of opportunity and financing assures a successful outcome of the Debtor's Plan and commitment to fund 100% of the indebtedness underpinning this Chapter 11 case The Disclosure Statement is available at: http://bankrupt.com/misc/flsb16-15475-102.pdf As reported by the Troubled Company Reporter on Sept. 26, 2016, the Debtor filed with the Court a Disclosure Statement and Plan of Reorganization dated Sept. 16, 2016, intending to make Plan payments from postpetition operating income and cash available on the plan effective date. About MLFTL Inc MLFTL, Inc., operating as Mattress Land, is managed by Steven Iona and by MLTFL's president, Joseph Iona whose primary accountability is the company's logistics and product distribution. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No. 16-15475) on April 15, 2016. The Debtor is represented by Ronald Lewis, Esq., at Lewis & Thomas, LLP. MOSAIC MANAGEMENT: 2 More Creditors Appointed to Unit's Committee ----------------------------------------------------------------- Guy Gebhardt, acting U.S. trustee for Region 21, on Dec. 14 appointed two more creditors to serve on the committee of investor creditors in the Chapter 11 case of Mosaic Alternative Assets, Ltd., a unit of Mosaic Management Group, Inc. The two creditors are: (1) Angelo D. Gonzalez 35 Juan C. Borbon, Suite 67-309 Guaynabo, Puerto Rico 00969 Tel: 787-746-4772 Email: tacticalfinancial@gmail.com (2) Theler AG Bahnhofstrasse 28 CH-Raron, 3942 Switzlerand Tel: 0041 27935 86 00 Email: Renz.theler@thelerag.ch The bankruptcy watchdog had earlier appointed Michael Shields, Alvaro Teixeira Vargas and Reto Brunschwiller to the Official Committee of Creditors for Mosaic Alternative, court filings show. 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. NEW BEGINNINGS: 7 Facilities Closed, PCO 5th Report Says -------------------------------------------------------- Laura E. Brown, the Patient Care Ombudsman for New Beginnings Care, LLC, has filed a Fifth Report before the U.S. Bankruptcy Court for the Eastern District of Tennessee at Chattanooga. The Debtor, a company based in Hixon, Tennessee, filed for Chapter 11 protection on January 22, 2016. The Debtor includes on the bankruptcy petition its 13 nursing facilities located in the states of Georgia, Ohio, Oklahoma, and Tennessee. The PCO coordinates with the State Long-Term Care Ombudsmen in each state to monitor the quality of patient care and to represent the interest of the nursing facility residents. The PCO reported that among the 13 facilities, seven facilities were closed, particularly the (1) Abbeville Healthcare and Rehab, LLC; (2) Campus Healthcare and Rehab, LLC; (3) Cedarcreek Healthcare and Rehab, LLC; (4) Goodwill Healthcare and Rehab, LLC; (5) Oceanside Healthcare and Rehab, LLC; (6) Jeffersonville Healthcare and Rehab, LLC; and (7) Rockmart Healthcare and Rehab, LLC. The Representative State-Long-Term Care Ombudsman for all of these facilities continues to follow up with their former residents in their new facilities to ensure that the residents did not suffer any ill effects from transferring facilities. A full-text copy of the PCO Report is available for free at: http://bankrupt.com/misc/tneb16-10272-1018.pdf About New Beginnings New Beginnings Care, LLC, and several affiliated entities provide nursing homes services to the residents of Georgia and Oklahoma through four traditional nursing care facilities. The Debtors filed for Chapter 11 bankruptcy protection (Bankr. E.D. Tenn. Case Nos. 16-10272 to 16-10273; 16-10275 to 16-10280; and 16-10282 to 16-10287) on Jan. 22, 2016. The Hon. Nicholas W. Whittenburg presides over the cases. David J. Fulton, Esq., at Scarborough & Fulton, serves as counsel to the Debtors. New Beginnings estimated under $50,000 in assets and $1 million to $10 million in liabilities. The petition was signed by Debbie Jones, member. A consolidated list of the Debtors' 30 largest unsecured creditors is available for free at http://bankrupt.com/misc/tneb16-10272.pdf NEW BEGINNINGS: City First To Recoup 100% With Interest ------------------------------------------------------- New Beginnings of South Florida, Inc., filed with the U.S. Bankruptcy Court for the Southern District of Florida an amended disclosure statement in support of the Debtor's amended Chapter 11 plan of reorganization. Under the Amended Plan, Class 2 Claim (City First Mortgage Secured Claim) is impaired. City First Mortgage will be paid 100% together with interest at the current risk free market rate, plus a risk factor of 1.5%. The Debtor will make monthly payments of interest only for 20 years fully amortized over 20 years with a simple interest rate of 3.4% (approximate monthly payment $570) with a final balloon payment at the end of year 20. Within 10 days following Confirmation the Debtor will execute a new promissory note and other loan documents as reasonably necessary to effectuate the terms of the confirmed Plan. In the event the Debtor and City First Mortgage cannot agree on the form and content of a promissory note and reasonably related loan documents, the form and content of the documents will be approved by the Court after a motion by the Debtor and City First Mortgage. The Amended Disclosure Statement is available at: http://bankrupt.com/misc/flsb16-11907-100.pdf As reported by the Troubled Company Reporter on Aug. 15, 2016, the Debtor filed with the Court a disclosure statement in support of the Debtor's Chapter 11 plan of reorganization, which proposed that holders of Class 5 Claims, which consist of all allowed general unsecured claims estimated to total $1,956.74, be paid 100% of their allowed claims in a single payment due 12 months after the Confirmation Date. Funding of the Debtor's plan of reorganization will be from the operations of the Debtor. New Beginnings of South Florida, Inc., is a not for profit holding company. The Debtor provides essential community services to the financially depressed city of Opa Locka, Florida. Reverend John Taylor, a director at New Beginnings, has operated a church and/or provided community services at the properties owned by New Beginnings for over 30 years. Currently, the Debtor generates revenue by collecting rents from its tenants which include a church, day-care and school. The Debtor has no employees. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No. 16-11907) on Feb. 10, 2016. The petition was signed by Elvira Smith, president. The Debtor is represented by Luis Salazar, Esq., at Salazar Jackson, LLP. The case is assigned to Judge Robert A. Mark. The Debtor estimated both assets and liabilities in the range of $1 million to $10 million. NOBLE CORP: S&P Lowers CCR to 'BB-' on Weak Industry Conditions --------------------------------------------------------------- S&P Global Ratings lowered its corporate credit rating on offshore contract drilling company Noble Corp. to 'BB-' from 'BB+'. The outlook is negative. At the same time, S&P lowered its issue-level rating on the company's senior unsecured debt to 'BB-' from 'BB+'. The recovery rating on this debt remains '3', reflecting S&P's expectation of meaningful (50%-70%, upper end of range) recovery to creditors in the event of a payment default. S&P has also assigned a 'BB-' issue-level rating and '3' recovery rating to the company's proposed $500 million senior unsecured notes due 2024. "The downgrade reflects our expectation that Noble--and the offshore contract drilling industry as a whole -- will face very challenging market conditions into 2019," said S&P Global Ratings credit analyst Paul Harvey. "As a result, despite its contract backlog and expectations for repayment of debt maturities through 2018, limited recontracting and lower dayrates will result in average core financial measures falling to the highly leveraged financial risk category," he added. The ratings on Noble reflect S&P's assessment of the company's business risk profile as satisfactory, financial risk profile as highly leveraged, and liquidity as strong. The ratings also incorporate S&P's outlook for continued weak market conditions through 2019, as well as the company's contract coverage over the next 18 months that should provide some support for cash flows. The negative outlook reflects the potential for a downgrade over the next 12 months. Noble and the industry in general face very challenging market conditions that S&P do not expect to significantly improve until 2019. Current ratings include S&P's expectation that Noble will generate free cash flow that it could use to repay debt or hold as cash. Further support comes from Noble's contracted revenues through 2018 that provide some cash flow visibility. S&P could lower ratings if it expects Noble to sustain average FFO/debt below 5% through 2018. This would most likely occur if market conditions weaken further or existing contracts are modified, resulting in lower day rates and expected financial measures. Additionally, if S&P was to reassess liquidity as adequate it could lower ratings. S&P could revise the outlook to stable if it expects FFO to debt to exhibit a sustained improvement comfortably above 6% or debt to EBITDA approaching 5x. This likely would occur if market conditions improve, and Noble is able to recontract rigs at sufficient day rates to support improving financial measures. NORBERTO CRUZ MONTOYO: Unsecureds To Recover 3% Under Plan ---------------------------------------------------------- Norberto A. Cruz Montoyo and Santa T. Hernandez Melendez filed with the U.S. Bankruptcy Court for the District of Puerto Rico a disclosure statement describing their chapter 11 plan of reorganization, a copy of which is available at: http://bankrupt.com/misc/prb16-00867-80.pdf Under the Plan, Class 1 consists of Municipal Revenue Collection Center's secured claim amounting to $24,873. The total amount claimed will be paid the present value of the claim, with a 4% interest rate, in regular installments paid over a period not exceeding 5 years from the order of relief. The payments will begin on the Effective Date of the Plan. Class 6 - general unsecured claims are estimated between the creditors that filed their proofs of claim and the ones that were scheduled by Debtors and did not file a proof of claim in the amount of $1,124,746. This class will be paid in the following matter: the Debtors will award a total sum of $33,742.39, which represents a 3% distribution for this class. This class's allowed unsecured claims will be paid in 60 equal monthly installments of $562, each payment will be distributed in a pro rate amount to all creditors and claimants included in this class. The Plan will be funded with cash available proceeds from the revenue that the store and the rental of the apartments and commercial lots generate, after paying operating expenses and taxes. Counsel for the Debtors: Victor Gratacos Diaz GRATACOS LAW FIRM, P.S.C. P.O. Box 7571 Caguas, P.R. 00726 Phone: (787) 746-4772 Fax: 787) 746-3633 Email: bankruptcy@gratacoslaw.com Norberto Antonio Cruz Montoyo and Santa Teresita Hernandez Melendez sought for Chapter 11 bankruptcy protection (Bankr. D.P.R. Case No. 16-00867) on Feb 5, 2016. ON-CALL STAFFING: Renasant Bank Wants to Prohibit Cash Use ---------------------------------------------------------- Renasant Bank, Tupelo, Mississippi, asks the U.S. Bankruptcy Court for the Northern District of Mississippi to prohibit On-Call Staffing, Inc., from using cash collateral. Renasant Bank tells the Court that is the holder of an allowed claim against the estate secured by liens on certain cash collateral of the Debtor consisting primarily of the Debtor's chattel paper, accounts and general intangibles. Renasant Bank further tells the Court that it has provided postpetition notification to the Debtor of its non-consent to any use by the Debtor of the cash collateral in the case. Renasant Bank relates that the Debtor has not notified it that the Debtor seeks to use, or has used, cash collateral in its post-petition operations. Renasant Bank contends that the Debtor owes it the original principal sum of $250,718, with interest at five percent per annum. Renasant Bank was granted a security interest in and lien upon the Debtor's chattel paper, accounts and general intangibles, which comprise the cash collateral. Renasant Bank further contends that the Debtor is in default for having failed to pay its obligation at maturity. Renasant Bank believes that the Debtor is continuing to use, and generate, cash collateral through the operation of the Debtor's business. Renasant Bank asserts that the Debtor is required to preserve the cash collateral for Renasant Bank's benefit, and is prohibited from using cash collateral without consent or an Order of the Court, neither of which had been granted. Renasant Bank says that its interests are not only inadequately protected, but that it is likely to suffer irreparable damage immediately in the event the Debtor is not required to account for, segregate, protect, and/or pay over the Cash Collateral to Renasant Bank. A full-text copy of Renasant Bank's Motion, dated Dec. 12, 2016, is available at http://bankrupt.com/misc/OnCallStaffing2016_1613823jdw_39.pdf Renasant Bank is represented by: James T. Milam, Esq. MILAM LAW PA 336 N Broadway St. P.O. Box 1128 Tupelo, MS 38802-1128 Telephone: (662) 205-4815 E-mail: jtm@milamlawpa.com About On-Call Staffing, Inc. On-Call Staffing, Inc., filed a Chapter 11 petition (Bankr. N.D. Miss. Case No. 16-13823) on Oct. 28, 2016. The Debtor is represented by J. Walter Newman, IV, Esq., at Newman & Newman. At the time of the filing, the Debtor estimated assets at $100,001 to $500,000 and liabilities at $500,001 to $1 million. OPTIMA SPECIALTY: Case Summary & 40 Largest Unsecured Creditors --------------------------------------------------------------- Debtor affiliates filing separate Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- Optima Specialty Steel, Inc. 16-12789 200 S. Biscayne Blvd., Suite 5500 Miami, FL 33131 Niagara LaSalle Corporation 16-12790 The Corey Steel Company 16-12791 KES Acquisition Company 16-12792 Michigan Seamless Tube LLC 16-12793 Type of Business: Manufacturers of specialty steel products Chapter 11 Petition Date: December 15, 2016 Court: United States Bankruptcy Court District of Delaware (Delaware) Debtors' Counsel: Dennis A. Meloro, Esq. GREENBERG TRAURIG, LLP The Nemours Building 1007 North Orange Street, Suite 1200 Wilmington, DE 19801 Tel: 302-661-7000 Fax: 302-661-7360 E-mail: melorod@gtlaw.com Debtors' Accountants: ERNST & YOUNG LLP Estimated Assets: $100 million to $500 million Estimated Debts: $100 million to $500 million The petitions were signed by Mordechai Korf, chief executive officer. Optima Specialty's List of 40 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 12.000% Senior Unsecured Notes Unsecured Notes $87,493,333 Due 2016 Wilmington Trust, National Association 50 South Sixth Street, Suite 1290 Minneapolis, MN 55402-1544 Jane Scweiger Tel: 612-217-5624 Email: jschweiger@wilmingtontrust.com Michael Scharf Pension $6,108,961 225 Dunbar Road Obligation Palm Beach, FL 33480 Michael Scharf Tel: 561-805-5353 Niagara Lasalle Corporation Pension $5,341,923 & Lasalle Steel Company Obligation Pension Plan SEI Private Trust Company Oaks, PA 19456-9907 Deborah L. He Tel: 610-676-1000 Fax: 484-676-1417 Arcelormittal Int America, LLC Trade Debt $4,599,158 25598 Network Place Chicago, IL 606731255 Chuck Jones Tel: 219-399-7946 Fax: 219-399-4134 Email: Charles.Jones@Arcelormittal.com Steel Dynamics, Inc. Trade Debt $4,483,404 Attn: Heather Funk Bar Product Division 36655 Treasury Center Chicago, IL 606946600 Jeff Cordill Tel: 317-892-7113 Fax: 317-892-7005 Email: Jeff.Cordill@steeldynamics.com Republic Engineered Products, LLC Trade Debt $1,564,057 21349 Network Place Chicago, IL 60673-1213 Ted Thielens Tel: 330-438-5616 Email: jthielens@republicsteel.com Hamilton Specialty Bar (2007) Inc. Trade Debt $1,249,630 319 Sherman Avenue N. P.O. Box 2943 Ontario, CAN L8N 3R5 Brent Akeson Tel: 905-312-8650 Email: bakeson@hsbsteel.com ASW Steel, Inc. Trade Debt $1,086,571 42 Centre Street Welland, ON L3B 5N9 John Mauro Tel: 905 735 5630 Fax: 905-328-7902 Email: john.mauro@asw-steel.com Timkensteel Corporation Trade Debt $610,802 Dept. CH 14428 Palatine, IL 60055-4428 Shawn Seanor Tel: 330-471-3832 Fax: 330-471-4041 Email: shawn.seanor@timkensteel.com Charter Steel Trade Debt $600,224 DIV Charter Manufacturing Co. Post Office Box 681140 Chicago, IL 606952140 Steve Simpson Tel: 262-268-2380 Email: simpsons@chartersteel.com Arcelormittal Steelton LLC Trade Debt $496,766 24050 Network Place Chicago, IL 60673-1240 Chuck Jones Tel: 219 399-7916 Fax: 219 399-4134 Email: charles.jones@arcelormittal.com Gerdau Macsteel Trade Debt $469,703 Dept. #79901 PO Box 67000 Detroit, MI 48267-0799 Lisa Owen Tel: 517-768-2461 Fax: 517-782-8736 Email: lisa.owen@gerdau.com Gerdau Long Steel Trade Debt $461,375 North America 4221 W. Boy Scout Blvd. Suite 600 Tampa, FL 36607 Richard Szink Tel: 813 207-2301 Email: Richard.szink@gerdau.com Gerdau Trade Debt $392,457 25654 Network Place Chicago, IL 606731256 Richard Szink Tel: 813 207-2301 Email: richard.szink@gerdau.com Acenta Steel Ltd. Trade Debt $379,117 Post Office Box 8000 Department 402 Buffalo, NY 14267 Tarlok Singh Tel: 44(0) 1384 471 257 Fax: 44(0) 1384 471 201 Email: tsingh@acentasteel.com Riggs Machine & Fabricating AP Trade Debt $185,500 Email: cbrown@riggsmachine.com Steel Dynamics-Roanoke Trade Debt $132,361 Email: jeffcordill@steeldynamics.com Sumitomo Canada Limited Trade Debt $131,808 Email: robert.lorenzo@summitomocorp.com Total Quality Logistics, Inc. Trade Debt $123,107 Email: emccann@tql.com NIPSCO Trade Debt $121,138 Email: dagarrett@nisource.com CSX Trade Debt $111,057 Chase Brass & Copper Trade Debt $104,703 Email: mhammerle@chasebrass.com Magnetic Analysis Corp. Trade Debt $97,307 Email: ckleiber@mac-ndt.com Motion Industries Trade Debt $91,588 Email: clint.menhart@motion-ind.com Magellan Corporation Trade Debt $86,617 Sterling Steel Company, LLC Trade Debt $86,541 Email: c.robbins@sscllc.com Constellation Energy Services, Inc. Trade Debt $83,079 Email: cmg@constellation.com Keystone-Calumet Inc. Trade Debt $74,046 Email: boydch@keysteonsteel.com TMS International, LLC Trade Debt $70,730 Email: masmith@tmsinternational.com Bloom Engineering Company, Inc. Trade Debt $50,036 Email: ssimko@bloombeng.com Alton Steel, Inc. Trade Debt $49,052 Email: jhrusovsky@altonsteel.com R & R Express Logistics Trade Debt $47,664 Email: john.krakowski@balrexp.com Hatzel and Buehler Inc. Trade Debt $42,600 Email: j.jvey@hatzelandbueher.com Primetals Technologies USA LLC Trade Debt $42,511 Email: ahmed.hozain@primetals.com Pension Benefit Guaranty Corporation Pension Undetermined Email: cann.dana@pbgc.gov Obligation Chatham Steel Corporation Litigation Undetermined Email: corpoffice@chathamsteel.com Gary/Chicago International Airport Litigation Undetermined Authority Email: dan@gciairport.com Michigan Department of Environmental Environmental Undetermined Quality (Trust Account) Remediation Ohio Attorney General vs. Litigation Undetermined Optima Speciality Steel, Inc., et al. Steel Workers Pension Trust Pension Undetermined Email: dchorba@spt-usw.org Obligation PEABODY ENERGY: Bondholders Bouyed by Trump's Coal Promise ---------------------------------------------------------- Jonathan Randles, writing for The Wall Street Journal Pro Bankruptcy, reported that Peabody Energy Corp.'s bondholders said president-elect Donald Trump's plan to roll back the Obama administration's signature proposal for reducing greenhouse gas emissions will be a boon to creditors of the company. According to the report, the bondholders cite Mr. Trump's election, as well as a rally in coal prices, to argue in a recent court filing that the value of Peabody's business has "increased dramatically" since the miner sought chapter 11 protection. As a result, the bondholders say there should be ample value to pay them at the conclusion of Peabody's restructuring, the report related. According to one company shareholder, metallurgical coal prices have increased 235%, and thermal coal prices have increased 77% since Peabody filed for bankruptcy in April, the report said. Peabody's bondholders, however, are also buoyed by Mr. Trump's promises to "bring back coal 100%" and to reverse Obama-era rules that sought to reduce carbon emissions at power plants fueled by burning coal and other fossil fuels, the report further related. Peabody has argued in federal appeals court that the rules, which are a component of the Environmental Protection Agency's Clean Power Plan to address global climate change, are unconstitutional and will "irreparably harm" its business, the report added. "The president-elect has made clear his intentions to revitalize the coal industry and to roll back the regulations to which the debtors cited," the WSJ cited the bondholder trustee BOKF N.A. as saying in papers filed in the U.S. Bankruptcy Court in St. Louis. About Peabody Energy Corporation Headquartered in St. Louis, Missouri, Peabody Energy Corporation claims to be the world's largest private-sector coal company. As of Dec. 31, 2014, the Company owned interests in 26 active coal mining operations located in the United States (U.S.) and Australia. The Company has a majority interest in 25 of those mining operations and a 50% equity interest in the Middlemount Mine in Australia. In addition to its mining operations, the Company markets and brokers coal from other coal producers, both as principal and agent, and trade coal and freight-related contracts through trading and business offices in Australia, China, Germany, India, Indonesia, Singapore, the United Kingdom and the U.S. Peabody posted a net loss of $1.988 billion for 2015, wider from the net loss of $777 million in 2014 and the $513 million net loss in 2013. At Dec. 31, 2015, the Company had total assets of $11.02 billion against $10.1 billion in total liabilities, and stockholders' equity of $919 million. On April 13, 2016, Peabody Energy Corp. and 153 affiliates filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code. The 154 cases are pending joint administration before the Honorable Judge Barry S. Schermer under (Bankr. E.D. Mo. Case No. 16-42529). As of the Petition Date, PEC has approximately $4.3 billion in outstanding secured debt obligations and $4.5 billion in outstanding unsecured debt obligations. The Debtors tapped Jones Day as general counsel; Armstrong, Teasdale LLP as local counsel; Lazard Freres & Co. LLC and investment banker Lazard PTY Limited as investment banker; FTI Consulting, Inc., as financial advisors; and Kurtzman Carson Consultants, LLC, as claims, ballot and noticing agent. The Office of the U.S. Trustee on April 29, 2016, appointed seven creditors of Peabody Energy Corp. to serve on the official committee of unsecured creditors. The Committee retained Morrison & Foerster LLP as counsel, Spencer Fane LLP as local counsel, Curtis, Mallet-Prevost, Colt & Mosle LLP as conflicts counsel, Blackacre LLC as its independent expert, and Berkeley Research Group, LLC, as financial advisor. PERFORMANCE SPORTS: Inks Amendments to Credit Agreements -------------------------------------------------------- Performance Sports Group Ltd. on December 7, 2016, entered into: (i) Amendment No. 2 to Superpriority Debtor-in-Possession Term Loan Credit Agreement dated as of December 7, 2016 to the Superpriority Debtor-in-Possession Term Loan Credit Agreement dated as of October 31, 2016, previously amended as of November 15, 2016, by and among Performance Sports Group Ltd., the subsidiary guarantors from time to time party thereto, the lenders from time to time party thereto and 9938982 Canada Inc., as administrative agent and collateral agent, and (ii) Amendment No. 3 to Superpriority Debtor-in-Possession ABL Credit Agreement dated as of December 7, 2016, to the Superpriority Debtor-In-Possession ABL Credit Agreement dated as of October 31, 2016, previously amended as of November 15, 2016, and November 21, 2016, by and among Performance Sports Group Ltd., Bauer Hockey Corp., Bauer Hockey, Inc., the subsidiary borrowers and guarantors party thereto, the lenders from time to time party thereto and Bank of America, N.A., as administrative agent and collateral agent. The changes include amending each agreement to refer to an updated "Budget"and amending certain related budget covenants as well as the milestone dates set out in each agreement. Among other things, the definition of "Carve-Out" is amended by adding ", and after entry of the Final Financing Orders, shall not exceed (a) with respect to the Term Priority Collateral, $3,750,000 and (b) with respect to the ABL Priority Collateral, $3,750,000". The parties also agreed to these milestones: -- on or prior to January 25, 2017, the bid deadline set forth in the Bid Procedures Order shall occur; -- or prior to January 30, 2017, if qualifying bids are received in accordance with the Bid Procedures Order, the Credit Parties shall hold an auction with respect to the Sale Transaction; -- on or prior to February 6, 2017, the Credit Parties shall obtain entry of court orders of the Bankruptcy Courts authorizing the Sale Transaction to the successful bidder in accordance with the Bid Procedures Order, in each case in form and substance reasonably acceptable to the Required Lenders; and -- on or prior to February 23, 2017, the Sale Transaction shall close and all Obligations hereunder shall be Paid In Full; provided that, such February 23, 2017 date shall be extended until February 27, 2017 (and in any event no later than one (1) Business Day prior to the Scheduled Maturity Date) to the extent necessary for the Sale Transaction to obtain regulatory approval. As reported by the Troubled Company Reporter, the U.S. Bankruptcy Court and the Ontario Superior Court of Justice have granted final approval for the Company to access an aggregate of U.S. $386 million in term loan debtor-in-possession financing and the balance of the asset-based DIP financing. The Company will use the DIP financing to, among other things, refinance its prepetition term loan credit agreement, dated as of April 15, 2014, as amended, and fund day-to-day operations in the ordinary course of business. The U.S. Bankruptcy Court and the Ontario Superior Court of Justice also have granted the Company approval of, among other things, bidding procedures and "stalking horse" bid protections in connection with the "stalking horse" asset purchase agreement, under which an acquisition vehicle to be co-owned by an affiliate of Sagard Capital Partners, L.P. and Fairfax Financial Holdings Limited, intends to acquire substantially all of the assets of the Company and its North American subsidiaries for U.S. $575 million in aggregate and assume related operating liabilities. Under the approved bidding procedures, interested parties must submit qualified bids to acquire substantially all of the assets of the Company no later than January 25, 2017. The approved bidding procedures schedule the auction for January 30, 2017. A final sale approval hearing is expected to take place shortly after completion of the auction with the anticipated closing of the successful bid to occur by the end of February 2017, subject to receipt of applicable regulatory approvals and the satisfaction or waiver of other customary closing conditions. The Ontario Superior Court of Justice also entered an order extending the stay of proceedings to February 27, 2017. A copy of Amendment No. 2 to Superpriority Debtor-in-Possession Term Loan Credit Agreement dated as of December 7, 2016, by and among Performance Sports Group Ltd., the subsidiary guarantors from time to time party thereto, the lenders from time to time party thereto and 9938982 Canada Inc., as administrative agent and collateral agent, is available at https://is.gd/O2BUBw A copy of Amendment No. 3 to Superpriority Debtor-in-Possession ABL Credit Agreement dated as of December 7, 2016, by and among Performance Sports Group Ltd., Bauer Hockey Corp., Bauer Hockey, Inc., the subsidiary borrowers and guarantors party thereto, the lenders from time to time party thereto and Bank of America, N.A., as administrative agent and collateral agent, is available at https://is.gd/OYK3fN Members of the ABL lending syndicate include: -- JPMORGAN CHASE BANK, N.A., (acting through its Toronto Branch), -- BANK OF AMERICA, N.A. (acting through its Canada Branch), and -- ROYAL BANK OF CANADA About BPS US Holdings Exeter, N.H.-based Performance Sports Group Ltd. (NYSE: PSG) (TSX: PSG) -- http://www.PerformanceSportsGroup.com/-- is a developer and manufacturer of ice hockey, roller hockey, lacrosse, baseball and softball sports equipment, as well as related apparel and soccer apparel. Its products are marketed under the BAUER, MISSION, MAVERIK, CASCADE, INARIA, COMBAT and EASTON brand names and are distributed by sales representatives and independent distributors throughout the world. In addition, the Company distributes its hockey products through its Burlington, Massachusetts and Bloomington, Minnesota Own The Moment Hockey Experience retail stores. On Oct. 31, 2016, Performance Sports Group Ltd. and certain of its affiliates have filed voluntary petitions under Chapter 11 of the Bankruptcy Code in the District of Delaware and commenced proceedings under the Companies' Creditors Arrangement Act in the Ontario Superior Court of Justice. The U.S. Debtors are: BPS US Holdings Inc.; Bauer Hockey, Inc.; Easton Baseball/Softball Inc.; Bauer Hockey Retail Inc.; Bauer Performance Sports Uniforms Inc.; Performance Lacrosse Group Inc.; BPS Diamond Sports Inc.; and PSG Innovation Inc. The Canadian Debtors are: Performance Sports Group Ltd.; KBAU Holdings Canada, Inc.; Bauer Hockey Retail Corp.; Easton Baseball /Softball Corp.; PSG Innovation Corp. Bauer Hockey Corp.; BPS Canada Intermediate Corp.; BPS Diamond Sports Corp.; Bauer Performance Sports Uniforms Corp.; and Performance Lacrosse Group Corp. The Debtors have hired Paul, Weiss, Rifkind, Wharton & Garrison LLP as counsel; Young Conaway Stargatt & Taylor, LLP as co-counsel; Stikeman Elliott LLP as Canadian legal counsel; Centerview LLP as investment banker to the special committee; Alvarez & Marsal North America, LLC, as restructuring advisor; Joele Frank, Wilkinson, Brimmer, Katcher as communications & relations advisor; KPMG LLP as auditors; Ernst & Young LLP as CCAA monitor; and Prime Clerk LLC as notice, claims, solicitation and balloting agent. PERFORMANCE SPORTS: PE Firms Weighing Bids to Challenge $575M Deal ------------------------------------------------------------------ The American Bankruptcy Institute, citing John Tilak and Jessica DiNapoli of Reuters, reported that private equity firms Thomas H. Lee Partners LP, Bain Capital LP, KKR & Co LP, KPS Capital Partners LP, and Sycamore Partners are weighing bids to challenge the $575 million offer for Performance Sports Group Ltd. made by a financial consortium in the bankruptcy court auction of the Bauer hockey gear maker, according to two people familiar with the matter. According to Reuters, citing the people, British retailer Sports Direct International plc and Canadian pension fund Caisse De Depot et placement du Quebec have also submitted letters of interest. Finnish sporting goods company Amer Sports, which makes Wilson sporting equipment, is interested in acquiring Performance Sports' baseball business, the people said, the report related. A consortium led by investment firm Sagard Capital Partners LP and investment manager Fairfax Financial Holdings Ltd, made the initial so-called "stalking horse" offer of $575 million for Performance Sports, the proposal the other buyers must top to win the auction, the report pointed out. Bidding for Performance Sports will start at about $601 million, clearing the initial proposal from Sagard and Fairfax plus other fees, the report said, citing bankruptcy court papers. Graeme Roustan, the former chairman of Performance Sports, has challenged the Sagard deal, asking Canadian competition authorities to investigate it claiming there is a conflict of interest as Sagard's owner, Canada's wealthy Desmarais family, is an investor in rival Adidas AG through its Power Corp of Canada vehicle, the report further related. Some private equity firms looking for operating expertise want to have Roustan on board, the report said, citing one of the sources. Additional buyers may emerge before the Jan. 25 due date for bids, while others may join forces and combine their bids, the people said, the report added. About Performance Sports Exeter, N.H.-based Performance Sports Group Ltd. (NYSE: PSG) (TSX: PSG) -- http://www.PerformanceSportsGroup.com/-- is a developer and manufacturer of ice hockey, roller hockey, lacrosse, baseball and softball sports equipment, as well as related apparel and soccer apparel. Its products are marketed under the BAUER, MISSION, MAVERIK, CASCADE, INARIA, COMBAT and EASTON brand names and are distributed by sales representatives and independent distributors throughout the world. In addition, the Company distributes its hockey products through its Burlington, Massachusetts and Bloomington, Minnesota Own The Moment Hockey Experience retail stores. On Oct. 31, 2016, Performance Sports Group Ltd. and certain of its affiliates have filed voluntary petitions under Chapter 11 of the Bankruptcy Code in the District of Delaware and commenced proceedings under the Companies' Creditors Arrangement Act in the Ontario Superior Court of Justice. The U.S. Debtors are: BPS US Holdings Inc.; Bauer Hockey, Inc.; Easton Baseball/Softball Inc.; Bauer Hockey Retail Inc.; Bauer Performance Sports Uniforms Inc.; Performance Lacrosse Group Inc.; BPS Diamond Sports Inc.; and PSG Innovation Inc. The Canadian Debtors are: Performance Sports Group Ltd.; KBAU Holdings Canada, Inc.; Bauer Hockey Retail Corp.; Easton Baseball /Softball Corp.; PSG Innovation Corp. Bauer Hockey Corp.; BPS Canada Intermediate Corp.; BPS Diamond Sports Corp.; Bauer Performance Sports Uniforms Corp.; and Performance Lacrosse Group Corp. The Debtors have hired Paul, Weiss, Rifkind, Wharton & Garrison LLP as counsel; Young Conaway Stargatt & Taylor, LLP as co-counsel; Stikeman Elliott LLP as Canadian legal counsel; Centerview LLP as investment banker to the special committee; Alvarez & Marsal North America, LLC, as restructuring advisor; Joele Frank, Wilkinson, Brimmer, Katcher as communications & relations advisor; KPMG LLP as auditors; Ernst & Young LLP as CCAA monitor; and Prime Clerk LLC as notice, claims, solicitation and balloting agent. Andrew R. Vara, Acting U.S. Trustee for Region 3, on Nov. 10 appointed three creditors of BPS US Holdings, Inc., parent of Performance Sports, to serve on the official committee of unsecured creditors. The Creditors' Committee retained by Blank Rome LLP as counsel, Cassels Brock & Blackwell LLP as Canadian co-counsel, and Province Inc. as financial advisor. The U.S. Trustee appointed a committee of equity security holders. The equity committee is represented by Natalie D. Ramsey, Esq., and Mark A. Fink, Esq., at Montgomery, McCracken, Walker & Rhoads, LLP; and Robert J. Stark, Esq., Steven B. Levine, Esq., James W. Stoll, Esq., and Andrew M. Carty, Esq., at Brown Rudnick LLP. * * * The Bankruptcy Court for the District of Delaware and the Ontario Superior Court of Justice have granted the Company approval of, among other things, the bidding procedures and "stalking horse" bid protections in connection with a "stalking horse" asset purchase agreement, under which an acquisition vehicle to be co-owned by an affiliate of Sagard Capital Partners, L.P. and Fairfax Financial Holdings Limited, intends to acquire substantially all of the assets of the Company and its North American subsidiaries for U.S. $575 million in aggregate and assume related operating liabilities. Interested parties must submit qualified bids to acquire substantially all of the assets of the Company no later than January 25, 2017. The auction is set for January 30, 2017. A final sale approval hearing is expected to take place shortly after completion of the auction with the anticipated closing of the successful bid to occur by the end of February 2017, subject to receipt of applicable regulatory approvals and the satisfaction or waiver of other customary closing conditions. PERFORMANT FINANCIAL: S&P Puts 'B+' CCR on CreditWatch Negative --------------------------------------------------------------- S&P Global Ratings said it placed its 'B+' corporate credit rating, and all other ratings, on Livermore, Calif.-based Performant Financial Corp. on CreditWatch with negative implications. "The CreditWatch listing follows the announcement that the DoE did not renew Performant's contract for the student loan default collection program, despite its relationship with the DoE over the past 20 years," said S&P Global Ratings credit analyst William Savage. S&P believes it will be challenging for Performant to offset the loss of this contract, which represented about 24% of total 2015 revenue, with recent contract wins in other operating segments. In resolving the CreditWatch placement, S&P will meet with management to discuss the implications for the company's credit metrics of the DoE contract loss as well as recent contract wins. S&P could lower the rating by at least one notch, depending on its expectation for leverage. PETROLEX MANAGEMENT: Wants Permanent Extension of Cash Use ---------------------------------------------------------- Petrolex Management, LLC, asks the U.S. Bankruptcy Court for the District of Massachusetts to extend its use of cash collateral on a permanent basis. The Court previously authorized the Debtor to use cash collateral on an interim basis for operating and reorganization expenses. The Debtor is directed to pay monthly adequate protection payments to Petroleum and Franchise Capital, LLC, as servicer for Petroleum and Franchise Holding, LLC, in the amount of $14,690. The Court then extended the Debtor's use of cash collateral and directed the Debtor to continue making monthly adequate protection payments to Petroleum and Franchise Capital in the amount of $14,689.58. The Court also directed the Debtor to make monthly interest payments to Home Loan Investment Bank in the amount of $4,573. The Debtor tells the Court that it has been making timely adequate protection payments to Petroleum and Franchise Capital and monthly interest payments to Home Loan Investment Bank. The Debtor further tells the Court that it wants the permanent use of its cash collateral for operating and reorganization expenses as they become due, consisted with the Debtor's proposed Budget which includes the continued adequate protection payments to Petroleum and Franchise Capital and the monthly interest payments to Home Loan Investment Bank. The Debtor's proposed monthly Budget provides for a net income of $19,000, which is available for the monthly adequate protection payments to Petroleum and Franchise Capital in the amount of $14,690 and the monthly interest payments to Home Loan Investment Bank in the amount of $4,573. The Court has previously granted the Secured Creditors replacement liens and the Debtor, Petroleum and Franchise Capital, and Home Loan Investment Bank have agreed to the continuation of all terms contained in the Court's Order. A full-text copy of the Debtor's Motion, dated Dec. 12, 2016, is available at http://bankrupt.com/misc/PetrolexManagement2016_1641322_81.pdf A full-text copy of the Debtor's proposed Budget, dated Dec. 12, 2016, is available at http://bankrupt.com/misc/PetrolexManagement2016_1642322_81_1.pdf Home Loan & Investment Bank can be reached at: HOME LOAN & INVESTMENT BANK One Home Loan Plaza Warwick, RI 02886-1765 About Petrolex Management, LLC Petrolex Management, LLC, filed a chapter 11 petition (Bankr. D. Mass. Case No. 16-41322) on July 27, 2016. The petition was signed by Samer Biloune and Imad Massabni, managers. The Debtor is represented by Gary M. Hogan, Esq., at Baker, Braverman & Barbadoro, P.C. The case is assigned to Judge Christopher J. Panos. The Debtor estimated assets and liabilities at $1 million and $10 million at the time of the filing. PHOENIX MANUFACTURING: Unsecureds To Recoup 5% Under Plan --------------------------------------------------------- Phoenix Manufacturing Partners LLC filed with the U.S. Bankruptcy Court for the District of Arizona a disclosure statement referring to the Debtor's plan of reorganization. Class 9 General Unsecured Claims are impaired under the Plan. The amount of the General Unsecured Creditors is approximately $4,400,000. Each holder of an Allowed Class 9 Claim will be paid 5% of their claim with no interest, commencing the first day of the first full month after the Effective Date, over a period of ten years. Funds to be used to make Cash payments under the Plan have been or will be generated from (i) the Reorganized Debtor's operations, and (ii) the net proceeds from any Avoidance Actions. Any sums recovered by Avoidance Actions brought by the Debtor or Reorganized Debtor, net of the attorneys' fees and costs associated with prosecuting the Avoidance Actions, will be used to fund the Plan; unless all payments required by the Plan have been made, in which case, those sums will accrue to the benefit of the Reorganized Debtor. The Disclosure Statement is available at: http://bankrupt.com/misc/azb16-04898-215.pdf The Plan was filed by the Debtor's counsel: Bradley J. Stevens, Esq. JENNINGS, STROUSS & SALMON, P.L.C. A Professional Limited Liability Company One East Washington Street, Suite 1900 Phoenix, Arizona 85004-2554 Tel: (602) 262-5911 Fax: (602) 495-2654 E-mail: bstevens@jsslaw.com About Phoenix Manufacturing Partners, LLC Phoenix Manufacturing Partners LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 16-04898) on May 3, 2016. Its affiliates Joined Alloys, LLC, and DLS Precision Fab, LLC, filed for Chapter 11 protection (Case Nos. 16-06107 and 16-06109) on May 27, 2016. The petitions were signed by Joe Yockey, president & managing member. The cases are jointly administered under Case No. 16-04898 and are assigned to Judge Edward P. Ballinger, Jr. Phoenix Manufacturing estimated assets of $0 to $50,000 and debts of $10 million to $50 million. Joined Alloys and DLS Precision estimated both assets and liabilities in the range of $1 million to $10 million. No official committee of unsecured creditors has been appointed in the case. PICO HOLDINGS: Bloggers Talk Governance Improvements & UCP Struggle ------------------------------------------------------------------- PICO Holdings, Inc. (Nasdaq:PICO), based in La Jolla, Calif., is a diversified holding company reporting recurring losses since 2008. PICO owns 57% of UCP, Inc. (NYSE:UCP), 100% of Vidler Water Company, Inc., a securities portfolio and various interests in small businesses. PICO has $662 million in assets and $426 million in shareholder equity. Central Square Management LLC and River Road Asset Management LLC collectively own more than 11% of PICO. Other activists at http://ReformPICONow.com/(RPN) have taken to the Internet to advance the shareholder cause. While the bloggers are pleased with the recent changes at PICO, they see a few loose ends to tie up. "First, our crack strategist strongly suggests that the Board designate Delaymond and Howie as consultants (and not Directors) as soon as possible. They can be retained until May 4, 2017 at their equivalent Director compensation. The Board will function better if the lame sloths . . . er, we mean ducks, are removed. Much like broken lovers living in the same house, mutually harmful mischief can result from the current arrangement (and we don't mean that disturbingly rewarding phenomenon of hate sex). Additionally, Delaymond and Howie have proven themselves philosophically distinct (to put it diplomatically) from Daniel Silvers, Andrew Cates, Eric Speron and all other PICO shareholders. "Second, we would appreciate the Board's non-renomination of Michael "Desperado” Machado pursuant to Article 4 of the Bylaws. Desperado is a politician whom brings no crucial skills to the Board. Previously a lackey of John 'The Juicer' Hart, Desperado turned on his old benefactor to effectuate the termination without cause. The resulting $11 million termination payment due to Juicer was Desperado's handiwork as one of two established members of the PICO Compensation Committee at the time the criminal Hart Compensation Agreement was promulgated. Desperado was Chair of the Corporate Governance and Nominating Committee when the soft declassification decision was made. "If Desperado is not sent packing before that date, we believe that a PICO shareholder will run an alternative nominee in contest. By our count, nominations must be submitted by February 3, 2017 -- and no earlier than January 4, 2017. Given the dynamics of cumulative voting, Desperado's ouster will be a foregone conclusion. "If no investor runs an alternative, RPN will lead the charge to have Desperado removed through the "More 'Against' Than 'For' Votes" provision -- just as we removed Kenneth Slepicka in 2016. In our campaign, among many other tactics, we will be repeatedly reminding PICO shareholders that the $11 million termination payment made to Juicer in April, which amounted to $.50 per PICO share, was the direct work of Desperado Machado -- as one of only two incumbent members of the Comp Committee at the time of promulgation." The bloggers highlight an astonishing fact. "Under the criminal Hart Compensation Scheme, which was jointly authored by Desperado Machado, Juicer earned roughly $55,000 per day. $55,000 per day of PICO shareholder money!" Moving on to PICO subsidiary UCP, the bloggers note that the rise in interest rates will negatively affect its operations. "UCP has three tranches of variable rate debt, two of them are pegged to 30-day LIBOR. They are: LIBOR + 3.5% (Due 2017) -- $9,785 million LIBOR + 3.75% (Due 2017) -- $18,456 million Variable Rate (Due 2017) -- $4,581 million Total variable rate debt is $32,882 million. At December 31, 2015, 30-day LIBOR was 0.42950%. Today, 30-day LIBOR stands at .65%. The bloggers estimate that this increase will raise UCP's annual interest costs going forward by about $100,000 pretax. "This ain't a ton of money, but every bit counts when margins are low and earnings are scant. We estimate that such an increase would have theoretically reduced UCP's 9-month 2016 pretax income by about 2%." "In late October 2016, UCP proposed to issue $200 million in Senior Notes due 2021. At that time, 5-year Treasuries carried a yield of about 1.3%. That yield is now 1.83% or 53 basis points higher. Since junk spreads have declined slightly, UCP would expect to pay about 50 basis points more today than it would have in late October. On $200 million in debt, this amounts to $1 million annually, pretax." The bloggers predict UCP's next move. "We asked a while back if UCP had gone defensive. Today, we maintain that yes -- UCP has gone defensive." "UCP is out of appealing choices. It has about $131 million in debt maturing between now and the end of 2017. UCP also has $49.1 million coming due for purchase or option contracts for 1,123 lots. Between debt and future real estate investments, UCP's future expenditures amount to roughly $180 million. "That's a lot of money for a company that can't borrow at a reasonable rate and earns no money. When UCP's real estate inventory purchases are included, the firm is significantly cash flow negative. "UCP's real estate inventory spending declined to $23.1 million in first 9 months of 2016 versus $60.7 million in the same period 2015. In 3.5 years since its IPO, UCP's equity capital has contracted from $218.5 million at September 30, 2013 to $216.5 million today. To reiterate, in three years as a public company, while the homebuilder industry has thrived mightily, UCP has lost equity capital." The bloggers express gratitude to Daniel Silvers, Andrew Cates and Eric Speron for the shareholder-oriented changes implemented on December 1-2. "PICO owners are not accustomed to such treatment. Wow. It almost feels normal to own shares in PICO now." PIERRE LESPINASSE: Secured Creditor Objects to Disclosure Statement ------------------------------------------------------------------- U.S. Bank, NA, successor trustee to Bank of America, NA, successor in interest to LaSalle Bank NA, as trustee, on behalf of the holders of the WaMu Mortgage Pass-Through Certificates, Series 2006-AR15, its assignees and/or successors, by and through it servicing agent Selct Portfolio Servicing, Inc., filed with the U.S. Bankruptcy Court for the Southern District of New York an objection to Pierre Lionel Lespinasse's disclosure statement, dated Nov. 22, 2016. The Secured Creditor contends that the disclosure statement should not be approved because the Debtor's proposed plan is not confirmable as the disclosure statement itself does not contain "adequate information" required by U.S.C. Section 1125(B). Pursuant to the "Stipulation and Order for Plan Treatment and Condition Stay Relief on First Lien Secured by Real Property at 522 E 78th Street, #3C, New York, NY" which is incorporated into the Disclosure Statement and Plan and the Debtor clearly references, the parties agreed that under no circumstance will Secured Creditor accept a reduced payoff on its lien. As such, the Disclosure Statement and Plan proposed is contradictory to the Stipulation and should be amended. Furthermore, the language in the Disclosure Statement and Plan as it currently exists prevents Class 2 Creditor from being deemed unimpaired when per the disclosure statement "to the extent a Class 2 claim is not satisfied, it will be treated as a Class 6 General Unsecured Claim." Revising the Disclosure Statement and Plan to correspond with the payment in full provision of the Stipulation will eliminate the inconsistency. In addition, paragraph 37 of the Disclosure Statement and the corresponding sections of the Plan, should clarify that notwithstanding any other provision contained in any plan to be confirmed or Confirmation Order that ensues, per the Stipulation the stay will lift as to Secured Creditor the earlier of Dec. 31, 2016 or at confirmation and that once the stay is lifted, nothing will impair Secured Creditor's right to enforce its security agreement, including sale of the property without further order of the Court. Finally, the Disclosure Statement and Plan define effective date as the LATER of 20 days after entry of the confirmation order or such date that the Debtor has the funds to pay the distributions. This is random and vague, but notwithstanding the Disclosure Statement and Plan should clarify that once Secured Creditor has stay relief they are not bound to wait for the Effective date to be paid in full but can proceed with its own sale of the property. Should Secured Creditor voluntarily consent to allow for an auction after Dec. 31, 2016, Secured Creditor remains entitled to payment in full of its lien. In light of the said reasons, the Secured Creditor asks that until the Debtor amends the Disclosure Statement, consistent with its objection, the Court denies the approval of the Disclosure Statement. Counsel for the Secured Creditor: Michelle C. Marans, Esq. FRENKEL, LAMBERT, WEISS, WEISMAN & GORDON, LLP 53 Gibson St. Bay Shore, NY 11706 Telephone (631) 969-3100 x 1334 About Pierre Lionel Lespinasse Pierre Lionel Lespinasse is an individual engaged primarily in the real estate industry. He resides in New York City and Antwerp, Belgium. On Jan. 27, 2016, Pierre Lionel Lespinasse filed his voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 16-10180). The case was filed to address a pending foreclosure sale of the Debtor's real property located at 52 East 78th Street, New York. The Debtor continues to possess his properties and operate his business as a debtor-in-possession. No creditors' committee has been constituted in the case. PODIUM PERFORMANCE: Unsecureds to Recoup 2.5% Under Plan -------------------------------------------------------- Podium Performance, LLC, filed with the U.S. Bankruptcy Court for the Southern District of Florida a disclosure statement to accompany its plan of reorganization, dated Dec. 1, 2016, which would give general unsecured creditors a distribution of 2.5% of their allowed claims, to be distributed quarterly over 5 years. Class 2, the Allowed Secured Claim of Pawnee Leasing Corp., is impaired under the Plan. Pawnee Leasing has a secured claim as reflected in the Order on the Motion to Value. The Creditor will receive treatment on its secured claim in the amount of $4,290. On the Effective Date, Pawnee Leasing will receive in full and final satisfaction of its claim amount equal payments of principal nad interest at an interest rate of 3% for a period of 1 year. The monthly payment will be $363 for 12 months. Class 3 consists of the Allowed General Unsecured Claims. The Class 3 Creditors are impaired under the Plan. Those General Unsecured Creditors who were listed by the Debtor as having disputed, contingent, unliquidated claims who failed to timely file claims will not receive treatment under the Debtor's Plan. On the Effective Date, each holder of an Allowed unsecured Claim will receive, in full and final satisfaction, settlement, release, extinguishment and discharge of its respective claims: (i) 2.5% of its allowed claim amount, (ii) quarterly payment, (iii) no interest on its claim, and (iv) no prepayment penalty. Payments and distribution under the Plan will be funded by the continued operation of the Debtor. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/flsb16-21400-38.pdf About Podium Performance Podium Performance, LLC, filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 16-21400) on August 18, 2016. The petition is signed by Peter Willis, managing member. The Debtor is represented by Nadine V. White-Boyd, Esq., at White-Boyd Law. The Debtor estimated assets at $100,001 to $500,000 and liabilities at $500,001 to $1 million at the time of the filing. PRECIOUS FORMALS: Must File Plan & Disclosures By April 28 ---------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas has given Precious Formals, Inc., and Javed Ashraf until April 28, 2017, to file a disclosure statement and plan of reorganization. About Precious Formals Precious Formals, Inc., filed for Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Case No. 16-35417) on Oct. 31, 2016. The petition was signed by Javed Ashraf, president. The case is assigned to Judge Jeff Bohm. At the time of the filing, the Debtor estimated assets of less than $1 million and liabilities of $1 million to $10 million. PROJECTOOLS LLC: Has Until April 30 To File Plan & Disclosures -------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas has given ProjecTools, LLC, until April 30, 2017, to file a plan of reorganization and disclosure statement. About ProjecTools ProjecTools, LLC, filed for Chapter 11 bankruptcy protection (Bankr. S.D. Texas Case No. 16-35553) on Nov. 1, 2016. The petition was signed by Alwin G. Morgan, managing member. At the time of the filing, the Debtor estimated assets and liabilities of less than $1 million. Margaret McClure, Esq., at the Law Office of Margaret M. McClure serves as the Debtor's bankruptcy counsel. PROVIDENT FUNDING: S&P Raises Sr. Unsecured Rating to B+ -------------------------------------------------------- S&P Global Ratings said that it has reviewed its recovery and issue-level rating for Provident Funding Associates' that were labeled as "under criteria observation" (UCO) after publishing its 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 are raising the issue-level rating to "B+" and recovery rating to "2" on the company's $452.3 million 6.75% senior notes. Previously, the issue-level rating was "B" and the recovery rating was "3". Simulated default assumptions -- A low-interest-rate environment leading to depressed MSR Valuations -- A sustained period of rapid amortization of MSRs with limited ability to refinance the repayments -- Reduced new origination activity -- An increase in borrower delinquencies -- An increase in the discount rate to value MSRs Simplified waterfall -- Net enterprise value (after 5% administrative costs): $515 million -- Collateral value available to senior unsecured creditors after priority claims: $495 million -- Senior unsecured notes: $468 million -- Recovery expectations: Over 90% Note: All debt amounts include six months of prepetition interest. * S&P caps the recovery rating at '2' even though the net enterprise value exceeds the senior unsecured notes because it assumes assume, based on empirical evidence, that companies with little or no secured debt will pledge assets if the company's credit quality deteriorates. These rating actions stem solely from the application of S&P's revised recovery criteria and do not reflect any change in its assessment of the corporate credit ratings for issuers of the affected debt issues. RATINGS LIST Provident Funding Associates Issuer Credit Rating B/Stable/-- Rating Upgraded, Recovery Revised To From Senior Unsecured B+ B Recovery Rating 2H 3L RANCHO PALOMITA: Hearing on Disclosure Statement Set For Jan. 10 ---------------------------------------------------------------- The Hon. Scott H. Gan of the U.S. Bankruptcy Court for the District of Arizona has rescheduled to Jan. 10, 2017, at 1:30 p.m. the hearing to consider the approval of Rancho Palomita Advisors, LLC's first amended disclosure statement. As reported by the Troubled Company Reporter on Dec. 7, 2016, the Court initially set for Jan. 17, 2016, at 1:30 p.m., the hearing to consider the approval of the First Amended Disclosure Statement dated Nov. 7, 2016, referring to the Debtor's plan of reorganization, which provides for a new class of claims -- Class Five (Secured Claim of the Town of Marana) -- consisting of the allowed secured claim of Marana to the extent of the value of the secured creditor's interest in the Debtor's interest in the real property with a secured lien on 7702 W. Tangerine Road, in Marana, Arizona. Objections to the Disclosure Statement must be filed no later than five business days prior to the hearing. About Rancho Palomita Rancho Palomita Advisors, LLC, filed for Chapter 11 bankruptcy protection (Bankr. D. Ariz. Case No. 16-04036) on April 14, 2016. The petition was signed by Richard A. Spross, managing member. The Debtor is represented by Eric Slocum Sparks, Esq., at Eric Slocum Sparks PC. The case is assigned to Judge Scott H. Gan. The Debtor disclosed zero assets and total debts of $1.62 million. No official committee of unsecured creditors has been appointed in the case. RAVAGO HOLDINGS: S&P Lowers Rating on Sr. Loan Facility to 'BB-' ---------------------------------------------------------------- S&P Global Ratings said that it has reviewed its recovery and issue-level ratings for Ravago Holdings America Inc. that were labeled as "under criteria observation" (UCO) after publishing its revised recovery ratings criteria on Dec. 7, 2016. With S&P's criteria review complete, it is removing the UCO designation from these ratings. S&P is lowering the issue-level ratings on Ravago's senior secured term loan facility to 'BB-' from 'BB' and revising the recovery rating to '3' from '2'. The '3' recovery rating indicates S&P's expectation for meaningful (in the upper half of the 50% to 70% range) recovery in the event of a payment default. These rating actions stem solely from the application of S&P's revised recovery criteria and do not reflect any change in its assessment of the corporate credit ratings for issuers of the affected debt issues. RATINGS LIST Ravago Holdings America Inc. Corporate Credit Rating BB-/Stable Issue-Level Rating Lowered; Recovery Rating Revised To From Ravago Holdings America Inc. Senior Secured BB- BB Recovery rating 3H 2H RAYTRANS HOLDINGS: Ch. 7 Trustee Bid to Revive Clawback Suit Nixed ------------------------------------------------------------------ Jeff Montgomery, writing for Bankruptcy Law360, reported that a bankrupt logistics company's creditor and a bankruptcy trustee lost near-parallel attempts to revive an at least $6 million fraudulent transfer suit, when the Delaware Supreme Court ruled that neither have standing to make claims about a deal that involved only a subsidiary, not the bankrupt company itself. Writing for the court, Justice James T. Vaughn Jr. said neither Spring Real Estate LLC nor bankruptcy trustee David M. Klauder can pursue Echo/RT Holdings LLC and Echo Global Logistics Inc. to recover funds. The case before the Delaware Supreme Court is, DAVID M. KLAUDER, IN HIS CAPACITY AS THE CHAPTER 7 TRUSTEE FOR THE BANKRUPTCY ESTATE OF RAYTRANS HOLDINGS, INC., Cross-Plaintiff Below/ Appellants, and SPRING REAL ESTATE, LLC d/b/a SPRING CAPITAL GROUP, Plaintiff Below/ Appellant, v. ECHO/RT HOLDINGS, LLC and ECHO GLOBAL LOGISTICS, INC., Defendants and Cross- Defendants Below/ Appellees, Case Number 133,2016 (Del.). On October 31, 2012, Spring Real Estate, LLC d/b/a Spring Capital Group commenced an action in the Delaware Court of Chancery against Echo/RT Holdings, LLC -- Echo/RT -- and Echo Global Logistics, Inc. Spring Capital's amended complaint asserts causes of action against the Echo Defendants for (1) successor liability under the de facto merger and continuation theories, (2) fraudulent transfer under Delaware law, (3) fraudulent transfer under Illinois law, and (4) a claim under the Illinois Business Corporation Act pertaining to liability for merged or consolidated companies. The Amended Complaint added RayTrans Holdings, Inc. -- Holdings -- as a nominal defendant (no affirmative relief was sought against Holdings). All of Spring Capital's claims arose out of the Asset Purchase Agreement dated June 9, 2009, entered into between Echo/RT, as purchaser, Echo, solely as a guarantor of payments, RayTrans Distribution Services, Inc., as seller, Holdings, as the sole shareholder of RayTrans, and James Ray, as the sole stockholder of Holdings. Shortly after the Amended Complaint was filed, Holdings filed a voluntary Chapter 7 bankruptcy petition in the United States Bankruptcy Court for the District of Delaware. David M. Klauder was then appointed to serve as Chapter 7 trustee for Holdings. The Echo Defendants filed a Motion to Dismiss Spring Capital's First Amended Verified Complaint on May 1, 2013. On the eve of oral argument on Echo's Motion to Dismiss, the Trustee, on behalf of Holdings, filed its Answer to Plaintiff's First Amended Verified Complaint and Cross-Claims Against the Echo Defendants, asserting the exact same two fraudulent transfer claims against Echo under both Delaware and Illinois law that Spring Capital asserted in its Amended Complaint. The Chancery Court issued a Letter Opinion on December 31, 2013, dismissing Spring Capital's First Amended Complaint in its entirety and with prejudice. Spring Capital filed a motion for reconsideration, which the Echo Defendants opposed, and which the Court denied. The Trustee, realizing that the exact claims it had just filed against the Echo Defendants in this action were dismissed with no further recourse for Spring Capital, filed a Notice of Removal to the Delaware Bankruptcy Court on April 10, 2014. The Echo Defendants then filed a Motion to Remand the Trustee's Cross-Claims back to the Court of Chancery for determination, which the Bankruptcy Court granted, finding that Holdings' attempt to remove this action to federal court was "a clear case of forum shopping." On November 3, 2014, the Trustee filed his Amended Verified Cross Claims. The Echo Defendants filed a Motion to Dismiss and on February 18, 2016, the Chancery Court issued an Opinion and Order granting the Echo Defendants' Motion to Dismiss the Trustee's Amended Cross-claims. Counsel to Echo/RT Holdings, LLC and Echo Global Logistics, Inc.: Scott B. Czerwonka, Esq. WILKS, LUKOFF & BRACEGIRDLE, LLC 1300 N. Grant Avenue, Suite 100 Wilmington, DE 19806 Tel: (302) 225-0850 RITE AID: S&P Raises Rating on $500MM 2nd-Lien Bank Loan to BB- --------------------------------------------------------------- S&P Global Ratings said that it has reviewed its recovery and issue-level ratings for drug-store retailer Rite Aid Corp. that were labeled as "under criteria observation" (UCO) after publishing its 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 S&P's revising our ratings on the company's term loan and guaranteed unsecured debt. All other ratings are unchanged. The recovery rating on the term loan is revised to '1' from '2L' and the issue-level rating is raised to 'BB-' from 'B+'. The '1' recovery rating indicates S&P's expectation for very high recovery (90% to 100%) in the event of a payment default. S&P also revised its recovery ratings on the company's guaranteed unsecured notes to '5H' from '6' and raised the issue-level rating to 'B-' from 'CCC+'. The '5' recovery rating reflects S&P's expectation for modest recovery (10% to 30%; upper half of the range) in a default scenario. This rating action stem solely from the application of S&P's revised recovery criteria and do not reflect any change in its assessment of the corporate credit ratings for issuers of the affected debt issues. All ratings on the company, including the 'B' corporate credit rating, remain on CreditWatch with positive implications, where they were placed following the company's announcement that it entered into a definitive agreement to be acquired by Walgreens Boots Alliance Inc. The transaction is pending regulatory review. Ratings List Issue Ratings Raised; Recovery Ratings Revised To From Rite Aid Corp. Senior secured $500 mil 2nd lien term bank ln due 2021 BB-/Watch POS B+/WatchPOS Recovery rating 1 2L $470 mil 2nd lien bank ln due 2020 BB-/Watch POS B+/Watch POS Recovery rating 1 2L Senior Unsecured $907 mil 9.25% nts due2020 B-/WatchPOS CCC+/Watch POS Recovery rating 5H 6 $810 mil 6.75% sr nts due 2021 B-/Watch POS CCC+/Watch POS Recovery rating 5H 6 $1.8 bil 6.125% sr nts due 2023 B-/Watch POS CCC+/Watch POS Recovery rating 5H 6 Ratings Affirmed Rite Aid Corp. Senior secured $3 bil bank ln due 2020 BB-/Watch POS Recovery rating 1 Senior Unsecured $300 mil 7.70% deb due 2027 CCC+/Watch POS Recovery rating 6 $150 mil 6.875% deb due 2028 CCC+/Watch POS Recovery rating 6 SECURED ASSETS BELVEDERE: Court Allows Cash Collateral Use ---------------------------------------------------------- Judge Gregg W. Zive of the U.S. Bankruptcy Court for the District of Nevada authorized debtor Secured Assets Belvedere Tower, LLC, to use cash collateral, pursuant to the Stipulation between the Debtor and Belvedere Debt Holdings, LLC. The Stipulation authorized the Debtor to continue using cash collateral in the ordinary course of business to pay for the ordinary and necessary expenses, from Dec. 1, 2016 to Jan. 31, 2017. The Budget provided for total operating expenses in the amount of $89,887 for November 2016, $135,360 for December 2016, and $104,560 for January 2017. A full-text copy of the Order, dated Dec. 12, 2016, is available at http://bankrupt.com/misc/SecuredAssets2016_1651162gwz_142.pdf About Secured Assets Belvedere Tower Reno, Nevada-based Secured Assets Belvedere Tower, LLC, filed a chapter 11 petition (Bankr. D. Nev. Case No. 16-51162) on Sept. 19, 2016. The petition was signed by Gregg Smith. The Debtor is represented by Elizabeth A. High, Esq., and Cecilia Lee, Esq., at Davis Graham & Stubbs LLP. The case is assigned to Judge Gregg W. Zive. The Debtor, a single asset real estate company, disclosed total assets at $20.4 million and total liabilities at $18.5 million. SERGIO JIMINEZ: Jan. 10 Disclosure Statement Hearing ---------------------------------------------------- Judge Laurel E. Davis of the U.S. Bankruptcy Court for the District of Nevada conditionally approved Sergio Jimenez and Flores De Jimenez L. Maria's Disclosure Statement describing their plan of reorganization, dated Dec. 1, 2016. Jan. 10, 2017 at 9:30 A.M., is fixed for the hearing on final approval of the disclosure statement and for the hearing on confirmation of the plan. Jan. 3, 2017 is fixed as the last day for filing written acceptances or rejections of the plan. Jan. 3, 2017 is fixed as the last day for filing and serving written objections to confirmation of the plan and to file all declarations and evidence in support of said objection(s). Jan. 9, 2017 is fixed as the last day for filing any response to objections to the plan, to file points and authorities in support of plan confirmation, and to file all declarations and evidence in support of plan confirmation. Sergio Jimenez and Flores De Jimenez L Maria filed with the U.S. Bankruptcy Court for the District of Nevada an amended disclosure statement and accompanying plan of reorganization, a full-text copy of which is available for free at: http://bankrupt.com/misc/nvb16-11845-74.pdf Under the Plan, the Debtors intend to pay all Secured Claim a fixed monthly payment paid over 30 years and General Unsecured Claims a pro rate share over the 5-year period. Class 1 consists of the Secured Claim against Debtors' Investment Property located at 6496 Heatherton Ave., LAs Vegas, Nevada. The Class One claim will be reamortized and rescheduled. The interest rate will be 5.25% pers annum (fixed). Fixed monthly payment of $1,207 paid over 30 years will begin 30 days after confirmation of the Plan and continue for 30 years, when all such outstanding amounts under the secured claim are to be paid in full. Any amount of the original Class One claim that is deemed to be unsecured will be converted to an Unsecured Claim and paid pro rate with general unsecured creditors. Class 2 consists of General Unsecured Claims against the Debtors which includes the unsecured portion of Class One. All Class 2 Creditors having filed proofs of claims by Aug. 10, 2016 or deemed to have filed proof of claims, that are not disputed, contingent, unliquidated, or otherwise approved by Order of the Court, will be paid their pro rate share of $10,000 over the 5-year period beginning on the date that the first payment is due under the Plan. Counsel for the Debtors: Michael J. Harker, Esq. THE LAW OFFICES OF MICHAEL J. HARKER 2901 El Camino Ave., #200 Las Vegas, NV 89102 Telephone: (702) 248-3000 Facsimile: (702) 425-7290 E-mail: notices@harkerlawfirm.com Sergio Jimenez and Flores De Jimenez L. Maria sought Chapter 11 protection (Bankr. D. Nev. Case No. 16-11845) on April 6, 2016. The Debtors tapped Michael J. Harker, Esq., of The Lae Offices of Michael J. Harker as counsel. SEVENTY SEVEN: Strikes Merger Deal with Patterson-UTI ----------------------------------------------------- Seventy Seven Energy Inc., a Delaware corporation, entered into an Agreement and Plan of Merger with Patterson-UTI Energy, Inc., a Delaware corporation, and Pyramid Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Patterson-UTI, on December 12, 2016. Patterson-UTI will acquire SSE in exchange for newly issued shares of Patterson-UTI common stock, par value $0.01 per share. The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, Merger Sub will be merged with and into SSE, with SSE continuing as the surviving entity and a wholly owned subsidiary of Patterson-UTI. In a joint statement, the Companies said Patterson-UTI has the financial resources to repay Seventy Seven Energy's indebtedness through a combination of cash on hand, borrowing under its $500 million revolving credit facility, which is currently undrawn, and through the use of a senior unsecured bridge financing commitment in the amount of $150 million that Patterson-UTI has arranged in connection with this transaction. While Patterson-UTI has the financial resources to repay Seventy Seven Energy's indebtedness, Patterson-UTI also expects to issue additional equity in connection with closing the transaction in order to maintain Patterson-UTI's historically conservative capital structure. The transaction is subject to customary regulatory approvals, stockholder approval of both companies and other customary closing conditions, and is expected to close late in the first quarter of 2017. Terms of Merger Deal Under the terms and conditions of the Merger Agreement, at the effective time of the Merger, each issued and outstanding share of SSE common stock, par value $0.01 per share, will be converted into the right to receive a number of shares of Patterson-UTI Common Stock equal to the exchange ratio, as described in the next sentence. The exchange ratio will be equal to 49,559,000 shares of Patterson-UTI Common Stock, divided by the total number of shares of SSE outstanding or deemed outstanding immediately prior to the effective time (including, among other things, shares issued upon exercise of warrants to acquire SSE Common Stock and restricted stock units that are exercised or deemed exercised). In the event that any Series A warrants to acquire SSE Common Stock are forfeited or net settled, such 49,559,000 shares of Patterson-UTI Common Stock will be reduced by a number equal to (i) the aggregate exercise price for the warrants that are forfeited or net settled, divided by (ii) the volume weighted average price of a share of Patterson-UTI Common Stock for the 10 consecutive trading days immediately preceding the 3rd business day prior to the closing. In no event will Patterson-UTI issue more than 49,559,000 of its shares as Merger Consideration. Annex A of the Merger Agreement sets forth an illustrative calculation of the Exchange Ratio. In connection with the Merger, each SSE restricted stock unit award granted prior to December 12, 2016 that is outstanding as of the Effective Time will fully vest immediately prior to the closing of the Merger and be treated as shares of SSE Common Stock and receive the Merger Consideration in respect of each share of SSE Common Stock subject to the award. In addition, at the Effective Time, each SSE restricted stock unit award granted on or following December 12, 2016 will be assumed by Patterson-UTI and converted into a restricted stock unit award covering a number of shares of Patterson-UTI Common Stock equal to (i) the number of shares of SSE Common Stock subject to the award immediately prior to the Effective Time, multiplied by (ii) the exchange ratio (discussed above), rounded to the nearest whole share. SSE and Patterson-UTI have agreed, subject to certain exceptions, not to directly or indirectly solicit, initiate, facilitate, knowingly encourage or induce or take any other action that could be reasonably expected to lead to the making, submission, or announcement of competing acquisition proposals. With respect to competing acquisition proposals, subject to certain exceptions, both parties are also prohibited from furnishing any nonpublic information, engaging in discussions or negotiations, entering into a letter of intent or similar document, or otherwise approving, endorsing or recommending a competing proposal. SSE and Patterson-UTI have also agreed to cease all existing discussions with third parties regarding any competing acquisition proposals. Either party may, subject to the terms and conditions set forth in the Merger Agreement, furnish information to, and engage in discussions and negotiations with, a third party that makes an unsolicited competing acquisition proposal if the board of directors of such party determines in good faith, after consultation with its outside counsel and its outside financial advisor, that such competing acquisition proposal is or is reasonably likely to result in a superior proposal, and that the failure to take such action would be inconsistent with its fiduciary duties under applicable law. Prior to the time that the relevant stockholders approve the Merger Agreement (in the case of SSE) or the issuance of Patterson-UTI Common Stock as Merger Consideration, the board of directors of each of SSE and Patterson-UTI may change its recommendation with respect to the adoption of the Merger Agreement (in the case of SSE) or the Patterson-UTI Stock Issuance (in the case of Patterson-UTI), in each case, in response to a superior proposal or an intervening event if the board of directors determines in good faith, after consultation with its outside counsel, that, among other things, the failure to do so would be inconsistent with its fiduciary duties under applicable law and complies with certain other specified conditions. The completion of the Merger is subject to satisfaction or waiver of certain closing conditions, including but not limited to: (i) adoption of the Merger Agreement by SSE's stockholders and approval of the Patterson-UTI Stock Issuance by Patterson-UTI's stockholders, (ii) the expiration or termination of any waiting period under the HSR Act, (iii) the absence of any law, order, decree or injunction prohibiting the consummation of the Merger, (iv) the effectiveness of the registration statement on Form S-4 pursuant to which the shares of Patterson-UTI Common Stock to be issued as Merger Consideration will be registered, (v) approval for listing on the Nasdaq Global Select Market of the shares of Patterson-UTI Common Stock to be issued in connection with the Merger subject to official notice of issuance, (vi) subject to specified materiality standards, the accuracy of the representations and warranties of each party, (vii) compliance by each party in all material respects with its covenants, (viii) receipt of a tax opinion from each party's counsel, dated as of the closing date, to the effect that the merger will be treated as a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, (ix) the absence of material losses (as defined in the Merger Agreement) during the interim period between the date of execution of the Merger Agreement and the Effective Time that exceed, or would reasonably be expected to exceed, individually or in the aggregate, $100 million with respect to SSE and its subsidiaries, and $300 million with respect to Patterson-UTI and its subsidiaries, in each case, net of certain insurance or indemnification proceeds and certain other deductions, and (x) an amount of net debt (as defined in the Merger Agreement) as of the closing date not exceeding $500 million with respect to SSE and its subsidiaries, and $725 million (not including debt incurred to refinance SSE's debt or pay for the expenses of the transaction) with respect to Patterson-UTI and its subsidiaries. Upon termination of the Merger Agreement, if the stockholders of either party does not provide the requisite approval, such party must reimburse the expenses of the other party, capped at $7,500,000. In certain circumstances, including if the board of directors of SSE changes its recommendation or if the Merger Agreement is terminated in certain circumstances and SSE enters into an alternative acquisition transaction within 12 months of termination, SSE may be required to pay Patterson-UTI a termination fee of $40,000,000. Patterson-UTI may be required to pay SSE a termination fee of $100,000,000 in certain circumstances, including if the board of directors of Patterson-UTI changes its recommendation as a result of a Superior Parent Proposal or if the Merger Agreement is terminated in certain circumstances and Patterson-UTI enters into certain types of alternative acquisition transactions within 12 months of termination. In certain other circumstances, Patterson-UTI may be required to pay SSE a termination fee of $40,000,000. In no event will either party be entitled to receive more than one expense reimbursement payment or more than one termination fee payment to which either party is entitled. The foregoing description of the Merger Agreement is only a summary, does not purport to be complete, and is subject to, and qualified in its entirety by reference to, the Merger Agreement. A copy of the Merger Agreement is available at https://is.gd/a7Qcnk Voting Agreements On December 12, concurrently with the execution of the Merger Agreement, certain affiliates of Axar Capital Management, LLC, Blue Mountain Capital Management, LLC and Mudrick Capital Management, L.P. -- Voting Agreement Stockholder" -- which, together, hold approximately 61% of the outstanding shares of SSE Common Stock, entered into Voting and Support Agreements with Patterson-UTI in connection with the Merger Agreement. Among other things, each Voting Agreement requires that the Voting Agreement Stockholder that is party to such Voting Agreement vote or cause to be voted all SSE Common Stock owned by such Voting Agreement Stockholder in favor of the Merger Agreement and against alternative transactions. In the event that SSE's board of directors changes its recommendation that SSE stockholders adopt the Merger Agreement, all of the Voting Agreement Stockholders, taken together, will only be required to vote shares that, in the aggregate, represent 39.99% of the outstanding SSE Common Stock in favor of the adoption of the Merger Agreement, with the Voting Agreement Stockholders being able to vote the balance of their shares of SSE Common Stock on such matter in each Voting Agreement Stockholder's sole discretion. Subject to certain exceptions, each Voting Agreement also contains prohibitions applicable to each Voting Agreement Stockholder that are consistent with the non-solicitation provisions of the Merger Agreement. Pursuant to each Voting Agreement, each Voting Agreement Stockholder is restricted from selling or transferring SSE Common Stock owned by such Voting Agreement Stockholder, subject to certain exceptions. Except in certain instances, the expiration date of each Voting Agreement will terminate upon the earliest to occur of (i) the consummation of the Merger, (ii) six months following the date of termination of the Merger Agreement, if such termination is a result of (a) a change in recommendation by SSE's board of directors, (b) SSE failing to include the recommendation of its board of directors in the joint proxy statement in breach of the Merger Agreement, (c) a material breach by certain of SSE's affiliates of the non-solicitation covenant in the Merger Agreement, (d) a material breach by SSE of its covenant related to the SSE special meeting, or (e) if the requisite approval of adoption of the Merger Agreement from SSE stockholders is not obtained, (iii) the termination of the Merger Agreement if such termination is not made pursuant to (ii) above, and (iv) with respect to each Voting Agreement Stockholder, the entry into, without the prior written consent of such Voting Agreement Stockholder, any decrease in or change in composition of the Merger Consideration. Each Voting Agreement restricts the Voting Agreement Stockholders from transferring Patterson-UTI Common Stock for the period commencing on the closing date of the Merger Agreement and ending on the earlier to occur of: (i) 30 days following the date that Patterson-UTI raises $400 million in gross proceeds through equity issuances or the incurrence of long-term debt and (ii) 90 days following the closing date of the Merger; provided, that if the 30-day period referred to in clause (i) expires prior to the closing date of the Merger, then the Voting Agreement Stockholders will not be subject to any post-closing transfer restrictions with respect to Patterson-UTI Common Stock. Copies of the Voting Agreements are available at: https://is.gd/Bfryz5 https://is.gd/zchStk https://is.gd/hjFx2J SSE is represented in the deal by: Wachtell, Lipton Rosen & Katz 51 W 52nd Street New York, NY 10019 Attention: Project Egypt Fax no.: (212) 403-2000 E-mail: Egypt067140001@wlrk.com Patterson-UTI Energy is represented in the deal by: Stephen M. Gill, Esq. Douglas E. McWilliams, Esq. Vinson & Elkins LLP 1001 Fannin Street, Suite 2500 Houston, TX 77002 Fax: (713) 615-5956 E-mail: SGill@velaw.com DMcWilliams@velaw.com Patterson-UTI provides contract drilling and pressure pumping services in North America. About Seventy Seven Energy Seventy Seven Operating LLC (SSO) is the primary operating subsidiary of Seventy Seven Energy Inc. (OTCPK:SVNT), an oilfield services company based in Oklahoma City, OK. SSE, through SSO and its subsidiary companies owns and operates drilling rigs, pressure pumping equipment and other oilfield services assets and operates primarily in the Midcontinent and the Permian, Haynesville, Eagle Ford and Appalachian basins. Each of Seventy Seven Finance Inc., Seventy Seven Energy Inc., Seventy Seven Operating LLC, Great Plains Oilfield Rental, L.L.C., Seventy Seven Land Company LLC, Nomac Drilling, LLC, Performance Technologies, L.L.C., PTL Prop Solutions, L.L.C., SSE Leasing LLC, Keystone Rock & Excavation, L.L.C. and Western Wisconsin Sand Company, LLC filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case Nos. 16-11409 to 16-11419, respectively) on June 7, 2016. The Debtors listed total assets of $1.77 billion and total liabilities of $1.72 billion. The Debtors engaged Baker Botts LLP as general bankruptcy counsel; Morris, Nichols, Arsht & Tunnell LLP as co-counsel; Lazard Freres & Co. LLC as investment banker; Alvarez & Marsal as restructuring advisor; and Prime Clerk LLC as notice, claims and balloting agent. Judge Laurie Selber Silverstein handled the Chapter 11 cases. The Delaware Bankruptcy Court on July 14, 2016, issued an order confirming the Joint Pre-packaged Plan of Reorganization of the Debtors. On August 1, 2016, the Plan became effective pursuant to its terms and the Debtors emerged from their Chapter 11 cases. The Plan contemplated the payment in full in the ordinary course of all trade creditors and other general unsecured creditors; the exchange of the full $650.0 million of the 2019 Notes into 96.75% of new common stock issued in the reorganization; the exchange of the full $450.0 million of the 2022 Notes for 3.25% of the New Common Stock as well as warrants exercisable for 15% of the New Common Stock at predetermined equity values; the issuance to existing common stockholders of two series of warrants exercisable for an aggregate of 20% of the New Common Stock at predetermined equity values; the maintenance of the Company's $400.0 million existing secured Term Loan while the lenders holding Term Loans (i) received (a) payment of an amount equal to 2% of the Term Loans; and (b) as further security for the Term Loans, second-priority liens and security interests in the collateral securing the company's New ABL Credit Facility. The Plan effectuated, among other things, a substantial reduction in the Company's debt, including $1.1 billion in the aggregate of the face amount of the 2019 Notes and 2022 Notes. In support of the Plan, the enterprise value of the Successor Company was estimated and approved by the Bankruptcy Court to be in the range of $700 million to $900 million. The Company used the high end of the Bankruptcy Court-approved enterprise value -- $900 million -- as estimated enterprise value. * * * In a November 2016 statement, Moody's Investors Service said it has assigned a Caa1 rating on Seventy Seven Operating LLC's senior secured 1st lien term loan due 2020. SSO is the primary operating subsidiary of SSE. SSO has a Corporate Family Rating of Caa1 from Moody's. S&P Global Ratings assigned a 'CCC+' corporate credit rating on SSE following the Company's Chapter 11 exit. S&P said in an August 2016 statement it views SSE's business risk as vulnerable. S&P continues to assess SSE's financial risk profile as highly leveraged, reflecting funds from operations (FFO) to debt of less than 5% this year, although credit metrics have improved as a result of the $1.1 billion reduction in debt. S&P views SSE's liquidity as adequate. SHANGOL INC: Hires Sanjay Gupta as Realtor ------------------------------------------ Shangol, Inc., seeks authorization from the U.S. Bankruptcy Court for the District of New Jersey to retain Sanjay Gupta as realtor. The Debtor requires the services of a real estate broker in connection with the sale of the Debtor's property located at 609 Eagle Rock Avenue, West Orange, New Jersey 07052. Sanjay Gupta will market the property, qualify potential buyers, assist with the sale negotiations, coordinate the closing of title and provide other similar services if requested by the Debtor. Sanjay Gupta will charges his services from commission of 2% of the purchase price. Sanjay Gupta, member of Annapurna Realty LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Sanjay Gupta may be reached at: Sanjay Gupta Annapurna Realty LLC 295 Route 46 W, Suite 206 Fairfield, NJ 07004 About Shangol Inc. Shangol Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. N.J. Case No. 16-29313) on October 9, 2016. The petition was signed by Albert Nazarian, president. The case is assigned to Judge Stacey L. Meisel. David L. Stevens, Esq., at Scura, Wigfield, Heyer & Stevens, LLP represents the Debtor. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of $1 million to $10 million. SHERIDAN FUND I: S&P Raises ICR to 'CCC+' on $216MM Capital Raise ----------------------------------------------------------------- S&P Global Ratings said it raised its long-term issuer credit ratings on Sheridan Production Partners I-A, Sheridan Investment Partners I, and Sheridan Production Partners I-M (collectively referred to as "Sheridan Fund I") to 'CCC+' from 'CCC-'. The outlook is negative. At the same time, S&P raised its issue ratings on both of the first-lien senior secured term loan tranches to 'B' from 'D'. The recovery rating on the term loans remains '1', indicating S&P's expectations for very high recovery to the creditors in the event of a payment default, and S&P's view that the company will no longer prepay this debt at below par value. S&P also raised the ratings on the fund's revolving credit facilities to 'B' from 'CCC+'. "The upgrade reflects Sheridan Fund I's $216 million capital raise from existing limited partners, the payments to regain compliance with its borrowing base, and the amendments of the company's credit facilities, which provide for new asset and interest coverage covenants and a borrowing base holiday," said S&P Global Ratings credit analyst Trevor Martin. S&P downgraded Sheridan Fund I to 'SD' in February 2016 based on continued prepayments of the term loan below par. S&P viewed the payments as a de-facto restructuring and tantamount to a default because lenders received less than they were originally promised. Accordingly, S&P lowered the rating on the senior secured term loan tranches to 'D' and the rating on the revolving credit facilities to 'CCC+' (there were no discounted prepayments of the revolving credit facility at the time) based on S&P's view of the recovery prospects on the debt. Shortly thereafter, S&P raised the issuer credit rating to 'CCC-', but it left the rating on the term loans at 'D' because of S&P's expectations of continued below-par prepayments. Based on the updated borrowing base in July 2016 and the December amendment, the company had to reduce debt below $695 million, and it had a $150 million bullet payment due on Dec. 15, 2016. Lacking the liquidity to address the payments, the company raised $216 million of equity capital from existing LPs and agreed to an amendment to the credit facility, which includes a borrowing base holiday until February 2018 and new asset coverage and interest coverage thresholds. As a result of the capital raise, the company was able to reduce debt to $685 million as of Dec. 5, 2016. According to the amendments, the company must maintain 1.375x asset coverage of its debt (for the revolver) based on a PV-9 valuation of its proved reserves and 2.1x and 2.25x interest coverage for the term loan and revolver, respectively, until June 2017. The interest coverage threshold declines quarterly until the end of 2017, before increasing steadily back to 2.1x as of June 30, 2019. Despite the company's improved liquidity given the amendments, S&P believes leverage, as measured by debt to EBITDA, will remain well above 10x, which is high relative to peers' and which S&P views as unsustainable. Although a portion of the company's production remains hedged, the prices locked in by the hedges decline significantly in 2017, which S&P estimates will hurt the company's cash flows. The negative outlook reflects the risks that S&P sees from high leverage and the potential for liquidity to deteriorate. S&P expects EBITDA to decline because the company's more profitable hedges are rolling off, which will keep leverage elevated despite debt reductions. And over the next 12 months, S&P expects the pace of debt reduction to slow given the company's borrowing base holiday. S&P could lower the ratings if the company comes closer to its asset coverage ratios and interest coverage ratios stated in the amended agreements. While S&P believes the current 20% cushion relative to these ratios is ample, it may downgrade if the cushion declines to less than 10%. S&P does not believe an upgrade is likely in the near term. However, S&P could raise the ratings if the fund maintains sufficient liquidity to meet upcoming demands and reduces leverage such that debt to EBITDA is closer to 5.0x or funds from operations to debt approaches 12%. SHORELINE ENERGY: Hires Walker as Conflicts & Special Counsel ------------------------------------------------------------- Shoreline Energy LLC and its debtor-affiliates seek permission from the U.S. Bankruptcy Court for the Southern District of Texas to employ Jackson Walker LLP as conflicts and special corporate counsel for Debtors. The Debtors require Jackson Walker to: a. provide legal advice and services on any matter on which Jones Day may have a conflict, or as needed based on specialization and local practices; b. perform all other services assigned by the Debtors to the Firm as conflicts bankruptcy co-counsel and special corporate counsel to the Debtors; and c. continue to represent the Debtors in corporate matters on the same basis as prior to the Petition Date. Jackson Walker lawyers who will work on the Debtors' cases and their hourly rates are: Patricia B. Tomasco $750 David Parrish $695 Matthew D. Cavenaugh $545 Collin M. Baker $515 Jennifer F. Wertz $465 Attorneys $275 to $745 Paralegal $175-250 In the one year prior to the Petition Date, the Firm received payment for professional services rendered in the ordinary course of business for corporate matters, in the aggregate amount of $173,791.50. Jackson Walker will also be reimbursed for reasonable out-of-pocket expenses incurred. Patricia B. Tomasco, Esq., partner in the law firm of Jackson Walker LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. The following is provided in response to the request for additional information set forth in D1 of the U.S. Trustee's Appendix B Guidelines: -- The Firm and the Debtors have not agreed to any variations from, or alternatives to, the Firm's standard billing arrangements for this engagement. The rate structure provided by the Firm is appropriate and is not significantly different from (a) the rates that the Debtor charges for other non-bankruptcy representations or (b) the rates of other comparably skilled professionals. -- The hourly rates used by the Firm in representing the Debtors are consistent with the rates that the Firm charges other comparable chapter 11 clients, regardless of the location of the chapter 11 case. -- Patricia B. Tomasco's hourly rate is $750, David Parrish's hourly rate is $695, Matthew D. Cavenaugh's hourly rate is $565, Collin M. Baker's hourly rate is $515, and Jennifer F. Wertz's hourly rate is $465. The rates of other attorneys in the Firm range from $275 to $745 an hour, and paralegal and paraprofessional rates range from $175 to $250 an hour. The Firm represented the Debtors during the 12-month period before the Petition Date, using the foregoing hourly rates, which were adjusted as of October 1, 2016 in accordance with the Firm's annual rate adjustment. -- As of the filing of the Application, the Debtors have not yet approved the Firm's budget and staffing and plan. Jackson Walker can be reached at: Patricia B. Tomasco, Esq. Jackson Walker LLP 1401 McKinney Street, Suite 1900 Houston, TX 77010 Tel: (713) 752-4200 Fax:(713) 752-4221 About Shoreline Energy Headquartered in Houston, Texas, oil and gas exploration and production company Shoreline Energy LLC and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 16-35571) on November 2, 2016. The petitions were signed by Randy E. Wheeler, vice-president and secretary. Judge David R. Jones presides over the case. Jones Day serves as counsel to the Debtors. Imperial Capital, LLC, is the Debtors' investment banker. Prime Clerk LLC is the Debtors' claims and noticing agent. The Debtors estimated assets and liabilities at between $100 million and $500 million each. The Office of the U.S. Trustee appointed three creditors to serve on the official committee of unsecured creditors. SINCLAIR TELEVISION: S&P Rates New $1.37BB Term Loan 'BB+' ---------------------------------------------------------- S&P Global Ratings assigned its 'BB+' issue-level rating and '1' recovery rating to Sinclair Television Group Inc.'s proposed $1.37 billion senior secured term loan B-2 due in 2024. The '1' recovery rating indicates S&P's expectation for very high recovery (90%-100%) of principal in the event of a payment default. Sinclair is a wholly owned subsidiary of Hunt Valley, Md.-based television broadcaster Sinclair Broadcast Group Inc. The company expects to use the net proceeds to repay its existing term B loans. As a result, S&P expects that leverage, based on average-eight-quarter EBITDA, will remain around 5x. S&P also expects that leverage will decline to under 5x over the next two quarters due to EBITDA growth from higher political advertising and retransmission revenue. S&P also expects that leverage will remain below 5.5x. RATINGS LIST Sinclair Broadcast Group Inc. Corporate Credit Rating BB-/Stable/-- New Ratings Sinclair Television Group Inc. Senior Secured $1.37 bil term B-2 bank ln due 2024 BB+ Recovery Rating 1 SOUTHERN TAN: Can Use IRS Cash Collateral on Interim Basis ---------------------------------------------------------- Judge Robert D. Berger of the U.S. Bankruptcy Court for the District of Kansas authorized Southern Tan, Inc., to use cash collateral on an interim basis. The Debtor is indebted to the Internal Revenue Service, pursuant to a filed lien. The IRS holds a security interest in and liens upon the Debtor's accounts receivables. The Debtor's cash, inventory, and accounts receivable constitute cash collateral. The IRS is granted a replacement lien in post-petition cash collateral of the Debtor, to the same extent that the IRS has a valid lien on prepetition collateral. The Debtor is directed to make monthly adequate protection payments to the IRS in the amount of $1,400 beginning on January 1, 2017, until confirmation of the Debtor's Plan of Reorganization. The Debtor is further directed to maintain its cash, accounts, accounts receivable, and inventory in the sum of at least $40,000. Judge Berger acknowledged that the Debtor has no source of income other than from the operation of its businesses and the collection of its accounts. He further acknowledged that if the Debtor is not allowed to use cash collateral in the ordinary course of business, it will be unable to pay its operating and business expenses, thus effectively precluding its orderly reorganization in the chapter 11 proceedings and causing imminent and irreparable harm to its Bankruptcy Estate. The final hearing on the Debtor's Motion is scheduled on Jan. 26, 2017 at 1:30 p.m. A full-text copy of the Interim Order, dated Dec. 12, 2016, is available at http://bankrupt.com/misc/SouthernTan2016_1622397_26.pdf About Southern Tan, Inc. Southern Tan, Inc., filed a chapter 11 petition (Bankr. D. Kan. Case No. 16-22397) on Dec. 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. SOUTHERN TAN: Seeks to Hire Evans & Mullinix as Legal Counsel ------------------------------------------------------------- Southern Tan, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Kansas to hire legal counsel. The Debtor proposes to hire Evans & Mullinix, P.A. to give 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: Colin Gotham $250 Richard Wallace $200 Thomas Mullinix $300 Joanne Stutz $250 Paralegals $100 Evans & Mullinix does not represent any interest adverse to the Debtor or its bankruptcy estate, and is "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Colin N. Gotham, Esq. Evans & Mullinix, P.A. 7225 Renner Road, Suite 200 Shawnee, KS 66217 Phone: (913) 962-8700 Fax: (913) 962-8701 Email: cgotham@emlawkc.com About Southern Tan Inc. Southern Tan, Inc. filed a Chapter 11 petition (Bankr. D. Kan. Case No. 16-22397) on December 6, 2016. The Debtor operates three tanning salons within the Kansas City area. SPRINT CORP: S&P Lowers Rating on $3.3BB Credit Facility to 'B+' ---------------------------------------------------------------- S&P Global Ratings said that it has reviewed all the recovery and issue-level ratings on Sprint Communications Inc. that were labeled as "under criteria observation" (UCO) after publishing its 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 are lowering the ratings on the company's $3.3 billion senior unsecured revolving credit facility due 2018, the $1 billion of 7% guaranteed notes due 2020, and the $3 billion of 9% guaranteed notes due 2018 to 'B+' from 'BB-'. S&P also revised the recovery rating on this debt to '2' from '1'. Although S&P's recovery analysis still suggests a higher recovery on this debt, its revised criteria includes a new cap on recovery ratings at '2' for most unsecured debt issued by companies with a corporate credit rating of 'B+' or lower. This cap is intended to capture the still meaningful risk that companies may change their capital structure prior to default in ways that could impair unsecured recovery prospects. The '2' recovery rating indicates S&P's expectation for substantial (upper half of the 70%-90% range) recovery in the event of payment default. S&P's valuation at emergence has not changed. These ratings actions stem solely from the application of S&P's revised recovery criteria and do not reflect any change in its assessment of the corporate credit rating or overall performance of the company. RATINGS LIST Sprint Corp. Corporate Credit Rating B/Stable/-- Downgraded; Recovery Rating Revised Sprint Corp. To From Senior Unsecured B+ BB- Recovery Rating 2H 1 Ratings Affirmed Sprint Corp. Sprint Communications Inc. Sprint Capital Corp. Senior Unsecured B Recovery Rating 4L STEELCORE CAPITAL: Court Confirms Ch. 11 Liquidation Plan --------------------------------------------------------- Judge Mary Kay Viskocil of the U.S. Bankruptcy Court for the Southern District of New York on December 14, 2016, approved, on a final basis, the first amended joint disclosure statement explaining Steelcore Capital Master Fund, L.P., and Steelcore Capital, LP's first amended joint Chapter 11 liquidating plan dated Nov. 28, 2016, and confirmed the liquidation plan. As reported by the Troubled Company Reporter, the Plan proposes to pay to each holder of a Class 2 General Unsecured Claim 100% of the amount of their allowed claim, without interest, in cash form the plan distribution fund on the Effective Date or as soon thereafter as is practicable, in full and final satisfaction of its claims as against the Debtors. The Plan provides that Class 3 consists of the holders of interests in the Debtors. Class 3 Interests are held 100% by SteelCore Capital GP, LLC, of which Joseph Stechler, the Debtors' manager and principal partner, will be the sole member. Class 3 Interests will receive the balance of the plan distribution fund, after distribution in full to all allowed unclassified, administrative, Class 1 and Class 2 claims and the post-confirmation reserve. Class 3 Interests are unimpaired under the Plan and are deemed to accept the Plan. The Plan will be solely funded with the Plan Distribution Fund, which will be held and distributed by DelBello Donnellan Weingarten Wise & Wiederkehr, LLP, in accordance with the terms of the Plan. The cash required to be distributed to holders of allowed claims under the Plan will be distributed by the Disbursing Agent on the later of these dates: (i) on, or shortly after, the later of the Effective Date to the extent the claim has been allowed or (ii) to the extent that a claim becomes an allowed claim after the Effective Date, within 10 days after the order allowing the claim becomes a final court order. The First Amended Disclosure Statement is available at: http://bankrupt.com/misc/nysb16-11936-58.pdf About SteelCore Capital SteelCore Capital Master Fund, L.P., and SteelCore Capital, LP, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y Case Nos. 16-11936 and 16-11937) on July 5, 2016. The petition was signed by Joseph Stechler, managing member of SteelCore Capital GP LLC, general partner. The Debtors hired DelBello Donnellan Weingarten Wise & Wiederkehr, LLP, as counsel. EisnerAmper, LLP, serve as the Debtors' accountants. The case is assigned to Judge Mary Kay Vyskocil. At the time of the filing, the Debtors estimated their assets and liabilities at $1 million to $10 million. No official committee of unsecured creditors has been appointed in the case. STONE ENERGY: Case Summary & 30 Largest Unsecured Creditors ----------------------------------------------------------- Debtor affiliates filing separate Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- Stone Energy Corporation 16-36390 625 E. Kaliste Saloom Rd. Lafayette, LA 70508 Stone Energy Offshore, L.L.C. 16-36391 Stone Energy Holding, L.L.C. 16-36392 Type of Business: An independent oil and natural gas company engaged in the acquisition, exploration, exploitation, development and operation of oil and gas properties primarily in the Gulf of Mexico Basin and Appalachia Chapter 11 Petition Date: December 14, 2016 Court: United States Bankruptcy Court Southern District of Texas (Houston) Judge: Hon. Marvin Isgur Debtors' General Counsel: David S. Heller, Esq. Josef S. Athanas, Esq. LATHAM & WATKINS LLP 330 North Wabash Avenue, Suite 2800 Chicago, IL 60611 Tel: (312) 876-7700 Fax: (312) 993-9767 E-mail: josef.athanas@lw.com david.heller@lw.com - and - Michael E. Dillard, Esq. LATHAM & WATKINS LLP 811 Main Street, Suite 3700 Houston, TX 77002 Tel: (713) 546-5400 Fax: (713) 546-5401 E-mail: michael.dillard@lw.com Debtors' Local Counsel: John F Higgins, IV, Esq. PORTER HEDGES LLP 1000 Main St, Ste 3600 Houston, TX 77002-6336 Tel: 713-226-6648 Fax: 713-226-6248 E-mail: jhiggins@porterhedges.com - and - Joshua W. Wolfshohl, Esq. PORTER HEDGES LLP 1000 Main, 36th Floor Houston, TX 77002 Tel: 713-226-6000 Fax: 713-228-1331 E-mail: jwolfshohl@porterhedges.com Debtors' Financial Advisor: ALVAREZ & MARSAL NORTH AMERICA, LLC Debtors' Investment Banker: LAZARD FRERES & CO. LLC Debtors' Claims, Noticing, Soliciting & Balloting Agent: EPIQ BANKRUPTCY SOLUTIONS, LLC Total Assets: $1.23 billion as of Sept. 30, 2016 Total Debt: $1.75 billion as of Sept. 30, 2016 The petitions were signed by Kenneth H. Beer, executive vice president and chief financial officer. Debtors' Consolidated List of 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ The Bank of New York Mellon 7.5% Senior Notes $775,000,000 Trust Company, N.A. Due 2022 601 Travis Street 16th Floor Houston, TX 77002 Attn: Moses Ballenger Client Service Manager Tel: 713-483-6674 Fax: 713-483-6979 Email: mosestidwell.ballenger@bnymellon.com The Bank of New York Mellon 1.75% Senior $300,000,000 Trust Company, N.A. Convertible 601 Travis Street Notes Due 2017 16th Floor Houston, TX 77002 Attn: Moses Ballenger Client Service Manager Tel: 713-483-6674 Fax: 713-483-6979 Email: mosestidwell.ballenger@bnymellon.com Michael Broussard, et al. v. Litigation Undetermined Dynamic Exploration Partners, LLC, et al. Case No. 98658 365 Canal Street, Suite 2850 New Orleans, LA 70130 Attn: Michael C. Stag, Esq. Tel: 504-593-9600 Fax: 504-593-9601 Email: mstag@smithstag.com Hunt Oil Company Prepaid JIBS Undetermined 1900 North Akard Street Dallas, TX 75201-2300 Attn: Steve Suellentrop President Tel: 214-978-8000 Fax: 214-978-8888 Email: northamerica@huntoil.com Office of Natural Resources Royalty Undetermined Revenue Bldg 53, Entrance E-20 Denver Federal Center Sixth Ave and Kipling St. Denver, CO 80225 Attn: Julie Barcelona Financial Services/ Debt Collection Tel: 303-231-3206 Fax: 303-231-3372 Email: julie.barcelona@onrr.gov Talos Energy Post Closing Undetermined 500 Dallas St., Suite 2000 Liability Houston, TX 77002 Attn: Tim Duncan President Tel: 713-328-3000 Fax: 713-351-4100 Email: tduncan@talosenergyllc.com Figueroa Partners LP P&A Escrow $804,571 865 S. Figueroa St. #1500 Los Angeles, CA 90017 Steven D. Holtzman Partner Tel: 213-891-6310 Bristow US LLC Trade Payable $426,408 Email: global.communications@bristowgroup.com P2ES Holdings LLC Trade Payable $279,337 Rita Cain Sherman Royalty Undetermined WACO Oil and Gas, Inc. Royalty Undetermined Email: Doug.Morris@wacowv.com B & J Martin Inc. Trade Payable $210,402 Email: beau@bjmartininc.com Gulf Offshore Logistics LLC Trade Payable $198,219 (GOL LLC) Email: hr@gulf-log.com Chesapeake Appalachia LLC Royalty Undetermined Lone Wolfe Natural Resource Trade Payable $181,799 Service Inc PA Dept of Environmental Litigation Undetermined Protection, Bureau of Oil & Gas Mgmt Email: Hartzell.andy@epa.gov Allison Offshore Services II LLC Trade Payable $163,757 Safety Management Systms LLC Trade Payable $155,116 Quality Construction & Trade Payable $137,104 Production LLC Email: bperrin@qualitycompanies.com Rignet Inc. Trade Payable $129,620 Odyssea Marine Inc. Trade Payable $119,050 Email: info@odysseamarine.com Hornbeck Offshore Services LLC Trade Payable $115,000 Email: ir@hornbeckoffshore.com Mills Wetzel Lands Inc. Royalty Undetermined The Nacher Corporation Trade Payable $108,194 Wood Group PSN Inc. Trade Payable $88,266 Email: wgpsn.communications@woodgroup.com Greenes Energy Group LLC Trade Payable $85,465 Gulf South Services Inc. Trade Payable $77,706 Email: info@gssimail.net Linear Controls Inc. Trade Payable $76,814 Email: andre.clemons@linearcontrols.net USA Compression Partner Trade Payable $67,200 Water Energy Services LLC Trade Payable $64,323 SUNCOAST LED: Disclosure Statement Hearing Set for Jan 9 -------------------------------------------------------- The Hon. Catherine Peek McEwen of the U.S. Bankruptcy Court for the Middle District of Florida issued an order conditionally approving the amended disclosure statement and accompanying plan of reorganization filed by Suncoast LED Displays, LLC. Any written objections to the Disclosure Statement will be filed with the Court and served no later than Jan. 3, 2017. The Court will conduct a hearing on confirmation of the Plan, including timely filed objections to confirmation, objections to the Disclosure Statement, motions for cramdown, applications for compensation, and motions for allowance of administrative claims on Jan. 9, 2017, at 11:15 A.M. in Tampa, FL− Courtroom 8B, Sam M. Gibbons United States Courthouse, 801 N. Florida Avenue . Parties in interest will submit their written ballot accepting or rejecting the Plan no later than Jan. 3, 2017. Objections to confirmation shall be filed with the Court and served no later than Jan. 3, 2017. Suncoast LED Displays LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 16-05408) on June 23, 2016. SUTTON 58 OWNER: Lenders to Take Over Manhattan Development ----------------------------------------------------------- Tom Corrigan, writing for The Wall Street Journal Pro Bankruptcy, reported that the site of a proposed 950-foot residential tower on Manhattan's East Side will be taken over by its lenders for $86 million in a sign of softening in the city's luxury residential market. According to the report, lenders led by veteran real estate developer and financier N. Richard Kalikow outbid fellow developer Shifra Hager at an auction held on Dec. 13 in Manhattan for the land and other rights assembled for the tower. Mr. Kalikow, who is owed more than $180 million on loans made to fund the project, will forgive a portion of that debt in exchange for the assets, the report related. In relation to the sale, the lenders have agreed to pay another $12 million toward an existing commitment to purchase additional air rights for the project, the report further related. The Troubled Company Reporter, citing WSJ, previously reported that David Schechtman, a Meridian Investment Sales broker handling the 267,000 square foot project, said a number of "credible and very accomplished developers" are looking at the land and other rights assembled for the building and that he is expecting the project to bring more than $700 a square foot. The WSJ pointed out that the sale effectively brings to a close a bitter bankruptcy court battle between Mr. Kalikow's Gamma Real Estate and the original developer of the site, Joseph Beninati's Bauhouse Group. According to WSJ, U.S. Bankruptcy Judge Sean Lane recently dismissed allegations that Mr. Beninati levied against Mr. Kalikow and others in a lawsuit filed in July. Mr. Beninati alleged Mr. Kalikow and members of his family concocted a scheme to "wrest control of the billion dollar project" and "reap the greedy reward of all its profit," the report related. About BH Sutton Mezz LLC and Sutton 58 Owner LLC New York City-based BH Sutton Mezz LLC filed for Chapter 11 protection (Bankr. S.D.N.Y. Case No. 16-10455) on Feb. 26, 2016. The petition was signed by Herman Carlinsky, president. The Hon. Sean H. Lane presides over the case. Joseph S. Maniscalco, Esq., at Lamonica Herbst & Maniscalco, LLP, represents BH Sutton in its restructuring effort. The Debtor estimated assets at $100 million to $500 million and debts at $10 million to $50 million. Sutton 58 Owner LLC filed a separate Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 16-10834) on April 6, 2016. Sutton Owner estimated assets at $100 million to $500 million and debts at $100 million to $500 million. Sutton Owner's business consists of the ownership and operation of these real properties: (a) 428, 430 and 432 East 58th Street, New York, New York, 10022, including all air rights and inclusionary air rights related thereto; and (b) the cooperative apartments identified as 1R, 2D and 2N located at 504 Merrick Road, Lynbrook, New York 11583. Sutton Owner seeks to retain Joseph S. Maniscalco, Esq., and Jordan C. Pilevsky, Esq., at Lamonica Herbst & Maniscalco, LLP, as its counsel. Both cases are jointly administered. SYDELL INC: Can Use Cash Collateral on Final Basis Until March 31 ----------------------------------------------------------------- Judge Paul W. Bonapfel of the U.S. Bankruptcy Court for the Northern District of Georgia authorized Sydell, Inc. d/b/a Spa Sydell, to use cash collateral on a final basis through March 31, 2017. The holders of secured claims against the Debtor who may assert an interest in the Debtor's cash collateral are: (1) the Internal Revenue Service, based on a series of Federal Tax Liens, which asserts a secured claim in the amount of $3,362,238; and (2) American Express Bank, FSA, which asserts a secured claim in the amount of $25,993. The State of Georgia Department of Labor asserts only a priority unsecured claim. Merchant Capital Source, LLC, while having filed a UCC-1 financing statement listing Receivables as defined by contract as collateral, did not appear in the case and the Debtor contended that it is not aware of a contract with Merchant Capital Source that defines the term Receivables. The approved budget covers a period of 13 weeks, beginning on the week ending Jan. 6, 2016 and ending on March 31, 2017. The budget provides for total expenses in the amount of $1,160,000. The IRS and American Express Bank are granted a valid, attached, enforceable, perfected and continuing security interest and lien upon all post-petition assets of the Debtor, of the same type and to the same extent as the collateral securing the Debtor's indebtedness to such creditor prior to the Petition Date. The postpetition collateral and any security interests and liens granted to the IRS and American Express Bank, FSB, will be subject to: (1) any unpaid fees of the Clerk of Court; (2) any unpaid fees of the United States Trustee; and (3) a carve-out in the aggregate amount not to exceed $90,000 for allowed unpaid fees and expenses payable to the professionals for the Debtor and if appointed, a Committee or counsel retained by the Committee. A full-text copy of the Final Order, dated Dec. 12, 2016, is available at http://bankrupt.com/misc/SydellInc2016_1664647pwb_152.pdf About Sydell, Inc. Beauty spa operator Sydell, Inc., d/b/a SPA Sydell, filed a chapter 11 petition (Bankr. N.D. Ga. Case No. 16-64647) on Aug. 22, 2016, four years after emerging from a prior bankruptcy case. The petition was signed by Reina A. Bermudez, chief executive officer and 100% owner of Sydell. Sydell, Inc., tapped John Michael Levengood, Esq., at the Law Office of J. Michael Levengood, LLC as counsel; and GGG Partners, LLC as financial consultants. It hired Tanya Adrews Tate as its special bankruptcy counsel, and Right on the Books Consultants, LLC as its accountants. The Debtor estimated assets and liabilities in the range of $1 million to $10 million as of the bankruptcy filing. Sydell first filed for bankruptcy (Bankr. N.D. Ga. Case No. 09-83407) on Sept. 3, 2009. That petition was signed by Ms. Bermudez. The Debtor was represented by David G. Bisbee, Esq., at the Law Office of David G. Bisbee. The 2009 petition estimated assets and liabilities at $1 million to $10 million at the time of the filing. The Company emerged from Chapter 11 in 2012. SYED ALI RAZA: Jan. 11 Disclosure Statement Hearing --------------------------------------------------- Judge Erik P. Kimball of the U.S. Bankruptcy Court for the Southern District of Florida will convene a hearing on Jan. 18, 2017 at 2:00 P.M. to consider approval of Syed Ali Raza and Iram Hussain Raza's disclosure statement and accompanying plan of reorganization, dated Nov. 28, 2016. The last day for filing and serving objections to the Disclosure Statement is Jan. 11, 2017. Counsel for the Debtors: Brett A Elam, Esq. FARBER + ELAM, LLC 105 S. Narcissus Avenue, Suite 802 West Palm Beach, FL 33401 Telephone: (561) 833-1113 Facsimile: (561) 833-1115 Email: belam@brettelamlaw.com Syed Ali Raza and Iram Hussain Raza sought Chapter 11 protection (Bankr. S.D. Fla. Case No. 16-18176) on June 7, 2016. The Debtor tapped Brett A Elam, Esq., at Farber + Elam, LLC as counsel. TALEN ENERGY: S&P Affirms 'B+' ICR; Outlook Stable -------------------------------------------------- S&P Global Ratings said that it affirmed the 'B+' issuer credit rating on Talen Energy Supply LLC. The outlook is stable. The 'BB' rating and '1' recovery rating on secured debt are unchanged. S&P raised the rating on the guaranteed unsecured obligations to 'BB-' from 'B+' and revised the recovery score to '2' from '3' (upper end of the 70%-90% range). The 'B+' rating on other unsecured notes is unchanged, but the recovery rating for such notes was revised to '4' from '3' (lower end of the 30%-50% range). The lower recovery rating on the unsecured notes (which does not result in lower ratings, based on S&P's recovery criteria) stems largely from the negative market factors. S&P has recently revised its recovery assumptions on certain PJM Interconnection coal assets in light of weaker market conditions and the longer-term outlook for coal-fired generation. S&P has also reduced the valuation of the Susquehanna Nuclear Plant to a lesser degree amid lower gas prices and have revised certain Electric Reliability Council of Texas (ERCOT) asset valuations in light of ongoing challenges in that market. While S&P's updated assessments do not negatively affect the recovery rating on the $831 million of debt issuances with upstream guarantees, the residual value available to unsecured, nonguaranteed notes has declined such that the recovery rating on them falls to '4' from '3'. The increase in the rating on the upstream guaranteed unsecured notes stems from better recovery prospects after the recent close of the acquisition by Riverstone Holdings, effectively giving these issues preference. The recovery rating is capped at '2' based on the 'b' category issuer credit rating, consistent with S&P's criteria. This limits the uplift to one notch. S&P's assessment of Talen's business risk profile as fair stems from several factors. While not quite as large as peers such as Dynegy Inc., which has grown significantly during the past two years, Talen's almost 16 gigawatts of generating capacity across several asset classes and eight states provides it significant geographic and operational diversity. Still it remains concentrated in the PJM Interconnection, though the comparatively strong capacity construct in this market makes it appealing, since it supports price and cash flow certainty for the next three years. PJM's shift toward a capacity–performance-oriented scheme should position large portfolios like Talen's well in the future and partially offset the weakness facing coal and nuclear generation in a low commodity pricing environment. However, significant dependence on coal-fired generation and nuclear generation puts Talen at a competitive disadvantage against more gas-focused peers like Calpine Corp. This has become more acute the past two years as gas prices and demand have fallen, and power prices have fallen with them. This disproportionately affects generators such as Talen that have significant fixed costs and require substantial and consistent margins to cover them. Additionally, S&P notes that operating and maintenance costs and capital spending costs are comparatively high within this portfolio. Still, Talen's plants have continued to perform well operationally. Profitability has shown some resilience despite this high level of sensitivity to commodity price fluctuations and a more restrained hedging policy than that of larger peers like Exelon Generation Co. LLC and Dynegy. S&P expects that the ownership team, upon the Riverstone Holdings acquisition close, will focus its efforts on improving operations and lowering costs to some degree. S&P's assessment of Talen's financial risk profile as aggressive is based primarily on its leverage. Debt to EBITDA has been unexpectedly high in 2016 and hovers around 5x in S&P's forecast through 2018. But there is some variability around this based on volatility in power pricing, which appears to be trending secularly lower and could converge with weak capacity prices as early as 2019. S&P notes that the company has attempted to make acquisitions opportunistically since its formal split from PPL Corp. in 2015. S&P notes that while its traditional metrics may favor Talen over some of its peers, its high fixed cost generating fleet is more exposed to diminishing cash flow metrics. S&P will closely consider the impacts of diminished power and capacity prices, which may persist amid weaker–than-expected demand growth and lower gas prices. Talen does not face significant near-term refinancing cliffs or covenant constraints, and it has sufficient liquidity in cash flow and revolving credit facility capacity in times of duress. Liquidity is adequate, in S&P's assessment. Sources--including revolving credit facility availability, cash on hand, and funds from operations (FFO)--exceed uses by well beyond 1.2x, including capital spending and maturities, during the next 12 months. But S&P considers that an independent power producer (IPP) such as this could have difficulty accessing capital markets in a period of commodity pricing duress. Talen has reduced its revolving credit facility from $1.85 billion to $1.4 billion upon acquisition close in December 2016. S&P do not anticipate that Talen will have limited headroom under any of its key covenants. The rating outlook on Talen is stable. Based on the current portfolio assets, S&P expects the enterprise company to maintain adjusted debt to EBITDA to be around 5x during the next two years, based on its assumptions about commodity pricing and capital structure under the new ownership structure. S&P anticipates some leverage reduction in 2018. Downside scenario S&P could lower the ratings if debt to EBITDA increases above 5x and stays there persistently, or if free cash flow metrics decline more sharply than expected. This would likely stem from some combination of softer energy markets brought on by lower gas prices and less robust capacity markets in PJM, as well as weakened efficiency and availability at key plants. Further, unexpected debt issuances could contribute to this effect. Upside scenario While not likely over the next year, S&P could raise the ratings if financial measures improve, such that debt to EBITDA remains consistently below 3.75x. This would likely result from an effort to reduce debt somewhat, as well as a more robust and incentive-laden capacity market. Given its high-performing portfolio and wide geographic swath, Talen could be in a good position to take advantage of such secular changes. TEMPEST GROUP: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------- The Office of the U.S. Trustee on Dec. 14 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Tempest Group, LLC. Tempest Group is represented by: Donald R. Calaiaro, Esq. Calaiaro Valencik 429 Forbes Avenue, Suite 900 Pittsburgh, PA 15219 Phone: 412-232-0930 Email: dcalaiaro@c-vlaw.co About Tempest Group Tempest Group, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 16-24204) on November 10, 2016. The petition was signed by Joann Jenkins, manager. At the time of the filing, the Debtor estimated assets and liabilities of less than $1 million. TLC HEALTH: Can Get DIP Loan, Use Cash Collateral Until Dec. 19 --------------------------------------------------------------- Judge Carl L. Bucki of the U.S. Bankruptcy Court for the Western District of New York authorized TLC Health Network to obtain postpetition indebtedness on a secured and super-priority basis from Brooks Memorial Hospital, and use the cash collateral of Brooks Memorial Hospital, Community Bank, N.A., UPMC, and the Dormitory Authority of the State of New York, through Dec. 19, 2016. The approved Budget provides for total weekly operating expenses in the amount of $244,000 for the weeks beginning Dec. 12, 2016 and Dec. 19, 2016. The Debtor's authority to use cash collateral will terminate on the earliest to occur of: (a) Dec. 19, 2016, unless extended by Court Order; (b) the failure to comply with the terms of the Court's Sixteenth Amended Final Order; (c) a sale or refinancing of substantially all of its assets is proposed by the Debtor without the written consent of Brooks Memorial Hospital that would not indefeasibly pay the Indebtedness in full in cash; (d) any other motion is filed by the Debtor for any relief directly or indirectly affecting the Collateral in a material adverse manner unless all Indebtedness have been indefeasibly paid in full in cash, and completely satisfied upon consummation of the transaction contemplated thereby; (e) the Debtor's failure to propose a plan of reorganization or liquidation acceptable to Brooks Memorial Hospital in all respects, in their sole and absolute discretion, on or before December 19, 2016; (f) the entry by the Court of an Order reversing, amending, supplementing, staying, vacating or otherwise modifying the terms of the Order without the written consent of Brooks Memorial Hospital; (g) sale, pledge, assignment or hypothecation of all or substantially all of the Collateral; (h) the conversion of the Debtor's bankruptcy case to a case under Chapter 7 of the Bankruptcy Code; (i) the appointment of a trustee or examiner or other representative with expanded powers for the Debtor; or (j) the occurrence of the effective date or consummation of a plan of reorganization. The availability of the DIP Facility will immediately and automatically terminate, and the Indebtedness and any other amounts payable in connection therewith, will be immediately due and payable in full, upon the earliest to occur of the following: (a) Dec. 19, 2016; (b) sale of all or substantially all of the collateral; (c) the failure to comply with the terms of the Court's Sixteenth Amended Final Order; or (d) a postpetition default under the terms of the Loan Documents. The Debtor and the Official Committee of Unsecured Creditors agree to: (1) keep Brooks Memorial Hospital apprised of and included in the negotiations surrounding and leading up to a refinancing or Sale Transaction; (2) agree, subject to the consent of the prospective bidders or investors, to allow representatives of Brooks Memorial Hospital to participate in calls or meetings, as applicable, with prospective bidders or investors, at the request of Brooks Memorial Hospital; and (3) share letters of intent, offers, draft agreements with Brooks Memorial Hospital throughout the refinancing or Sale Transaction process. A further hearing on the Debtor's Motion is scheduled on Dec. 19, 2016 at 1:00 p.m. A full-text copy of the Amended Final Order, dated December 13, 2016, is available at http://bankrupt.com/misc/TLCHealth2013_11313294clb_1270.pdf About TLC Health Network TLC Health Network filed a Chapter 11 petition (Bankr. W.D.N.Y. Case No. 13-13294) on Dec. 16, 2013. The petition was signed by Timothy Cooper as Chairman of the Board. The case is assigned to the Hon. Carl L. Bucki. The Debtor estimated assets of at least $10 million and debt of at least $1 million. Jeffrey A. Dove, Esq., at Menter, Rudin & Trivelpiece, P.C., serves as the Debtor's counsel. Damon & Morey LLP is the Debtor's special health care law and corporate counsel. The Bonadio Group is the Debtor's accountants. Howard P. Schultz & Associates, LLC is the Debtor's appraiser. A three-member panel composed of Cannon Design, Chautauqua Opportunities, Inc., and Jamestown Rehab Services has been appointed as the official unsecured creditors committee. Bond, Schoeneck & King, PLLC is the counsel to the Committee. The Committee has tapped NextPoint LLC as financial advisor. TODD HENNINGS: Ordered to File Revised Disclosure Statement ----------------------------------------------------------- The U.S. Bankruptcy Court for the District of Maryland has ordered Todd Lee Hennings to file a revised disclosure statement explaining his Chapter 11 plan on or before Jan. 3. The court will hold a hearing on Feb. 23, at 10:30 a.m., to consider approval of the amended disclosure statement. About Todd Lee Hennings Todd Lee Hennings filed for Chapter 11 bankruptcy protection (Bankr. D. Md. Case No. 16-13935) on March 25, 2016. The Debtor is represented by Kimberly D. Marshall, Esq. TOWNRIDGE INC: Disclosure Statement Hearing Set for Jan. 12 ----------------------------------------------------------- The U.S. Bankruptcy Court for the District of District of Oregon is set to hold a telephone hearing on Jan. 12, at 10:00 a.m., to consider approval of the disclosure statement explaining the Chapter 11 plan of Townridge, Inc. Objections must be filed no less than seven days before the hearing. About Townridge Inc. Townridge, Inc., which operates a hotel, restaurant and bar in Baker County, Oregon, sought chapter 11 protection (Bankr. D. Ore. Case No. 16-32482) on June 25, 2016. The petition was signed by Carl Town, owner and president. The Debtor is represented by D. Blair Clark, Esq., at Law Offices of D. Blair Clark PC. The case is assigned to Judge Trish M. Brown. The Debtor estimated assets of $1 million to $10 million and debts of $1 million to $10 million at the time of the filing. TRANSWORLD SYSTEMS: S&P Puts 'CCC' CCR on CreditWatch Positive -------------------------------------------------------------- S&P Global Ratings said it placed its 'CCC' corporate credit rating, and all other ratings, on Chicago-based Transworld Systems Inc. on CreditWatch with positive implications. "The CreditWatch placement follows the announcement that Transworld won a five-year, $417 million DoE student loan default collection program contract," said S&P Global Ratings credit analyst William Savage. S&P believes the contract will facilitate the receipt of additional funds from the company's sponsors or bankers. S&P expects to resolve the CreditWatch listing over the next couple of months. As part of S&P's review, it will discuss with management the implications of the new contracts on the company's near-term liquidity position. A rating upgrade could exceed one notch and will depend on liquidity and covenant cushion as well as our longer-term view of the company's leverage. VAN ZANDT HOLDING: Disclosures Okayed, Plan Hearing on Jan. 12 -------------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Texas will consider approval of the Chapter 11 plan of reorganization of Van Zandt Holding Company, LLC, at a hearing on Jan. 12, at 9:30 a.m. The hearing will be held at the Courtroom of the U.S. Bankruptcy Court, Plaza Tower, Ninth Floor, 110 North College Avenue, Tyler, Texas. The court will also consider at the hearing the final approval of the company's disclosure statement, which it conditionally approved on Nov. 29. The order set a Jan. 5 deadline for creditors to cast their votes and file their objections. The Debtor filed its proposed restructuring plan and disclosure statement on Nov. 28, court filings show. The Debtor is represented by: Gordon Mosley, Esq. 4411 Old Bullard Road, Suite 700 Phone: (903) 534-5396 Email: gmosley@suddenlinkmail.com About Zandt Holding Company Zandt Holding Company, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Tex. Case No. 16-60061) on February 1, 2016. The petition was signed by Michael J. Goggans, member. At the time of the filing, the Debtor estimated assets of less than $1 million and liabilities of less than $500,000. VANGUARD HEALTHCARE: Court Allows Continued Use of Cash Collateral ------------------------------------------------------------------ Judge Randal S. Mashburn of the U.S. Bankruptcy Court for the Middle District of Tennessee authorized Vanguard Healthcare, LLC, and its affiliated debtors to continue using cash collateral, subject to certain modifications on the restrictions on cash collateral use which the Court had previously ordered. Judge Mashburn held that the Debtors may make a payment into the Fee Reserve Account during December 2016, in an amount not to exceed $200,000, rather than the $150,000 monthly limit stated in the Extended Cash Collateral Order. A full-text copy of the Order, dated Dec. 12, 2016, is available at http://bankrupt.com/misc/VanguardHealthcare2016_316bk03296_709.pdf About Vanguard Healthcare anguard Healthcare, LLC, 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. WEST VIRGINIA HIGH: Unsecureds To Get 100% in 4 Quarterly Payments ------------------------------------------------------------------ West Virginia High Technology Consortium Foundation and HT Foundation Holdings, Inc., filed with the U.S. Bankruptcy Court for the Northern District of Virginia a disclosure statement and accompanying plan of reorganization, dated Dec. 2, 2016, which would give general unsecured creditors an amount equal to 100%. Class 3 - Contingent Huntington Unsecured Claim. In the event that the Bankruptcy Court determines that Huntington is undersecured and sufficient proceeds are not obtained through the Sale of some or all of any Huntington Collateral to satisfy the Huntington Claim in full, the Debtors will pay the deficiency, in full, over a period of 60 months, with the first payment being due 30 days after the date of the sale (or transfer to Huntington) of all Huntington Collateral. Additionally, in the event that Huntington accepts the treatment of its claims in Class 2 and Class 3, the Debtors will release Huntington from the Huntington Causes of Action. Allowed Claims in Class 3 are Impaired. Class 5 - Contingent BB&T Unsecured Claim. Neither Vertex nor West Viginia High Technology Consortium (WVHTC) will take any action whatsoever to interfere with the enforcement by BB&T of any claims against Vertex or its assets. Additionally, WVHTC agrees that any right of first refusal set forth in any subdivision declaration governing the Tech Park will be subordinated to all of BB&T's deeds of trust against any property in the Tech Park. In return, BB&T will forebear from enforcing any rights against WVHTC or its assets until it has first undertaken commercially reasonable efforts to sell the real property owned by Vertex, which also secures Vertex's obligations to BB&T, at foreclosure. Allowed Claims in Class 5 are Impaired. Class 6 - General Unsecured Claims. Each holder of a General Unsecured Claim will receive an amount equal to 100% of the unpaid amount of their Allowed General Unsecured Claim, in four consecutive, equal, quarterly installments, with the first payment due no later than 60 days after the Effective Date. Allowed Claims in Class 6 are Impaired. The Debtors will fund payments to creditors with Allowed Claims in Classes 3, 4, 5 and 6 with the net proceeds of their operating revenue and with any cash held by the Debtors, provided that the use of such funds is not otherwise restricted. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/wvnb1-16-00806-178.pdf About West Virginia High Technology Consortium Foundation West Virginia Hight Technology Consortium Foundation and HT Foundation Holdings, Inc., filed chapter 11 petitions (Bankr. N.D. W.Va. Case Nos. 16-00806 and 16-00807) on Aug. 4, 2016. The petitions were signed by James L. Estep, president and CEO. The Hon. Patrick M. Flatley presides over the case. In its petition, the Debtors estimated $10 million to $50 million in both assets and liabilities. David B. Salzman, Esq., at Campbell & Levine, LLC serves as bankruptcy counsel. The Debtor employs Rolston & Company as real estate appraiser; Easter Valley, LLC as real estate broker; and Arnett Carbis Toothman, LLP as accountants. WRAP MEDIA: Wants to Use SVB Cash Collateral -------------------------------------------- Wrap Media, LLC and Wrap Media, Inc., ask the U.S. Bankruptcy Court for the Northern District of California for authorization to use cash collateral. Silicon Valley Bank holds a security interest in substantially all of the Debtors' assets other than their intellectual property. Silicon Valley Bank's collateral consists of cash in the approximate amount of $300,000 held in various bank accounts, accounts receivable, furniture and equipment, and other miscellaneous assets. The Debtors contend that they have not undertaken a valuation of Silicon Valley Bank's collateral. The Debtors tell the Court that they want to use cash to sustain business operations consistent with their proposed Budget. The Debtors further tell the Court that they seek to disburse approximately $375,000 before the end of December 2016, consisting in part of cash collateral and in part of borrowings from DIP Financing. The Debtors propose to grant Silicon Valley Bank with: (1) a replacement lien against postpetition assets with the same nature, extent and validity as Silicon Valley Bank's prepetition lien; (2) a lien on the Debtor's intellectual property, junior only to the DIP Financing lien; (3) a subordination of the lien securing the DIP Financing, but only to the extent necessary to protect SVB from any post-petition diminution in the SVB Collateral for its allowed secured claim; and (4) payments of approximately $9,000 per month, equivalent to non-default interest on its debt. A full-text copy of the Debtors' Motion, dated Dec. 12, 2016, is available at http://bankrupt.com/misc/WrapMedia2016_1631326_7.pdf Wrap Media, LLC and Wrap Media, Inc., are represented by: Michael St. James, Esq. ST. JAMES LAW, P.C. 22 Battery Street, Suite 888 San Francisco, CA 94111 Telephone: (415) 391-7566 E-mail: michael@stjames-law.com About Wrap Media, LLC Wrap Media, LLC and Wrap Media, Inc., filed chapter 11 petitions (Bankr. N.D. Cal. Case No. 16-31325 and 16-31326) on Dec. 10, 2016. The Debtors are represented by Michael St. James, Esq., at St. James Law, P.C. [*] S&P Revises 13 Issue Ratings in US Retail & Restaurant Sector ----------------------------------------------------------------- S&P Global Ratings said that it has reviewed most of its recovery and issue-level ratings in the U.S. retail and restaurant sector for speculative-grade corporate issuers that were labeled as "under criteria observation" (UCO) after publishing its 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 are revising issue-level and recovery ratings as appropriate. This release pertains to rated companies in the U.S. retail and restaurant sector. The ratings list below is arranged alphabetically by issuer and identifies the debt instruments with ratings changes. As an overview, S&P is revising the issue-level ratings on 13 rated debt issues [total upgrades plus downgrades] in the U.S. retail and restaurant sector, reflecting six upgrades and seven downgrades. In all but six cases, the revision to the issue-level rating resulted from a revision to the recovery rating on the debt instrument. In the remaining six cases, the recovery ratings on the secured debt remain unchanged and the issue-level change results because S&P now caps issue-ratings at 'BBB-'for issuers rated 'BB' and 'BB+', regardless of S&P's recovery ratings. This change deemphasizes the weight recovery plays in up-notching issue ratings for issuers near the investment-grade threshold, since recovery is a smaller component of credit risk when default risk is more remote and because recovery prospects may be less predictable and more variable for these issuers. This revision does not reflect a change in our assessment of the company's default risk, which is indicated by S&P's corporate credit rating, or its opinion of recovery given default, which is indicated by S&P's recovery ratings. In addition, S&P is revising the recovery rating to either '3' from '4' or '4' from '3' on eight rated debt instruments in the U.S. retail and restaurant sector, reflecting seven revisions to '3' and one revision to '4', as a result of S&P's new criteria. Since these revisions do not result in issue-level ratings changes, S&P is affirming the issue-level ratings for the affected issues. These rating actions stem solely from the application of S&P's revised recovery criteria and do not reflect any change in its assessment of the corporate credit ratings for issuers of the affected debt issues. RATINGS LIST Issue Ratings Raised, Recovery Ratings Revised Due To Revised Recovery Rating Criteria For Speculative-Grade Corporate Issuers To From Abercrombie & Fitch Management Co. Senior secured BB BB- Recovery rating 2L 3H C&S Group Enterprises LLC Senior secured BB+ BB Recovery rating 2H 4L Jo-ann Stores LLC Senior secured B+ B Recovery rating 2L 3L NPC International Inc. Senior secured B B- Recovery rating 2H 3L Raley's Senior secured BB- B+ Recovery rating 2H 3H Issue Ratings Lowered, Recovery Ratings Revised Due To Revised Recovery Rating Criteria For Speculative-Grade Corporate Issuers The Bon-Ton Department Stores, Inc. Senior secured CCC- CCC Recovery rating 6 5L Recovery Ratings Unchanged, Issue Ratings Lowered Due To Revised Recovery Rating Criteria For Speculative-Grade Corporate Issuers Dollar Tree Inc. Senior secured BBB- BBB Recovery rating 1 1 Family Dollar Stores Inc. Senior secured* BBB- BBB Recovery rating 1 1 *Formerly unsecured GameStop Corp. Senior secured BBB- BBB Recovery rating 1 1 Issue Ratings Affirmed, Recovery Ratings Revised Due To Revised Recovery Rating Criteria For Speculative-Grade Corporate Issuers BI-LO LLC BI-LO Finance Corp. Senior secured B B Recovery rating 3H 4 BJ's Wholesale Club Inc. Senior secured B- B- Recovery rating 3L 4H Carrols Restaurant Group, Inc. Senior secured B B Recovery rating 3H 4L The Gymboree Corp. Senior secured CCC+ CCC+ Recovery rating 4L 3L Hot Topic, Inc Senior secured B B Recovery rating 3L 4H Spencer Spirit Holdings Inc. Spencer Gifts LLC Spirit Halloween Superstores LLC Senior secured B B Recovery rating 3L 4H Tops Holding LLC Tops Holding II Corporation Tops Markets II Corporation Senior secured B- B- Recovery rating 3H 4L The Talbots Inc. Senior secured B- B- Recovery rating 3H 4H Issue Ratings Affirmed; Recovery Rating Unchanged Abercrombie & Fitch Management Co. Senior secured BB+ Recovery rating 1 BI-LO LLC Senior secured BB- Recovery rating 1 BI-LO Holding Finance Inc. BI-LO Holding Finance LLC Senior unsecured CCC+ Recovery rating 6 BJ's Wholesale Club Inc. Senior secured CCC Recovery rating 6 C&S Wholesale Grocers ES3 LLC GU Markets LLC Surry Licensing LLC Warehouse Technologies LLC Senior secured BBB- Recovery rating 1 Dollar Tree Inc. Senior unsecured BB Recovery rating 5H GameStop Corp. Senior unsecured BB+ Recovery rating 4L The Gymboree Corp. Senior unsecured D Recovery rating 6 HT Intermediate Holdings Corp Senior unsecured CCC+ Recovery rating 6 Jo-ann Stores LLC Jo-Ann Stores Holdings Inc Senior unsecured CCC+ Recovery rating 6 NPC International Inc. Senior unsecured CCC Recovery rating 6 The Talbots Inc. Senior secured CCC Recovery rating 6 Tops Holding II Corporation Senior unsecured CCC Recovery rating 6 [^] BOOK REVIEW: AS WE FORGIVE OUR DEBTORS: Bankruptcy and Consumer ------------------------------------------------------------------- Authors: Teresa A. Sullivan, Elizabeth Warren, & Jay Westbrook Publisher: Beard Books Softcover: 370 Pages List Price: $34.95 Review by: Susan Pannell Order your personal copy today at http://www.beardbooks.com/beardbooks/as_we_forgive_our_debtors.html So you think you know the profile of the average consumer debtor: either deadbeat slouched on a sagging sofa with a three- day growth on his chin or a crafty lower-middle class type opting for bankruptcy to avoid both poverty and responsible debt repayment. Except that it might be a single or divorced female who's the one most likely to file for personal bankruptcy protection, and her petition might be the last stage of a continuum of crises that began with her job loss or divorce. Moreover, the dilemma might be attributable in part to consumer credit industry that has increased its profitability by relaxing its standards and extending credit to almost anyone who can scribble his or her name on an application. Such are among the unexpected findings in this painstaking study of 2,400 bankruptcy filings in Illinois, Pennsylvania, and Texas during the seven-year period from 1981 to 1987. Rather than relying on case counts or gross data collected for a court's administrative records, as has been done elsewhere, the authors use data contained in the actual petitions. In so doing, they offer a unique window into debtors' lives. The authors conclude that people who file for bankruptcy are, as a rule, neither impoverished families nor wily manipulators of the system. Instead, debtors are a cross-section of America. If one demographic segment can be isolated as particularly debt- prone, it would be women householders, whom the authors found often live on the edge of financial disaster. Very few debtors (3.7 percent in the study) were repeat filers who might be viewed as abusing the system, and most (70 percent in the study) of Chapter 13 cases fail and become Chapter 7s. Accordingly, the authors conclude that the economic model of behavior--which assumes a petitioner is a "calculating maximizer" in his in his decision to seek bankruptcy protection and his selection of chapter to file under, a profile routinely used to justify changes in the law--is at variance with the actual debtor profile derived from this study. A few stereotypes about debtors are, however, borne out. It is less than surprising to learn, for example, that most debtors are simply not as well-off as the average American or that while bankrupt's mortgage debts are about average, their consumer debts are off the charts. Petitioners seem particularly susceptible to the siren song of credit card companies. In the study sample, creditors were found to have made between 27 percent and 36 percent of their loans to debtors with incomes below $12,500 (although the loans might have been made before the debtors' income dropped so low). Of course, the vigor with which consumer credit lenders pursue their goal of maximizing profits has a corresponding impact on the number of bankruptcy filings. The book won the ABA's 1990 Silver Gavel Award. A special 1999 update by the authors is included exclusively in the Beard Book reprint edition. [^] BOOK REVIEW: Lost Prophets -- An Insider's History ------------------------------------------------------ Author: Alfred L. Malabre, Jr. Publisher: Beard Books Softcover: 256 pages List Price: $34.95 Review by Henry Berry Order your personal copy today at http://is.gd/KNTLyr Alfred Malabre's personal perspective on the U.S. economy over the past four decades is firmly grounded in his experience and knowledge. Economics Editor of The Wall Street Journal from 1969 to 1993 and author of its weekly "Outlook" column, Malabre was in a singular position to follow the U.S. economy in recent decades, have access to the major academic and political figures responsible for economic affairs, and get behind the crucial economic stories of the day. He brings to this critical overview of the economy both a lively, often provocative, commentary on the picture of the turns of the economy. To this he adds sharp analysis and cogent explanation. In general, Malabre does not put much stock in economists. "In sum, the profession's record in the half century since Keynes and White sat down at Bretton Woods [after World War II] provokes dismay." Following this sour note, he refers to the belief of a noted fellow economist that the Nobel Prize in this field should be discontinued. In doing so, he also points out that the Nobel for economics was not one originally endowed by Alfred Nobel, but was one added at a later date funded by the central bank of Sweden apparently in an effort to give the profession of economists the prestige and notice of medicine, science, literature and other Nobel categories. Malabre's view of economists is widespread, although rarely expressed in economic circles. It derives from the plain fact that modern economists, even hugely influential ones such as John Meynard Keynes, are wrong as many times as they are right. Their economic theories have proved incomplete or shortsighted, if not basically wrong-headed. For example, Malabre thinks of the leading economist Milton Friedman and his "monetarist colleagues" as "super salespeople, successfully merchandising.an economic medicine that promised far more than it could deliver" from about the 1960s through the Reagan years of the 1980s. But the author not only cites how the economy has again and again disproved the theories and exposed the irrelevance of wrong-headedness of the policy recommendations of the most influential economists of the day. Malabre also lays out abundant economic data and describes contemporary marketplace and social activities to show how the economy performs almost independently of the best analyses and ideas of economists. Malabre does not engage in his critiques of noted economists and prevailing economic ideas of recent decades as an end in itself. What emerges in all of his consistent, clear-eyed, unideological analysis and commentary is his own broad, seasoned view of economics-namely, the predominance of the business cycle. He compares this with human nature, which is after all the substance of economics often overlooked by professional and academic economists with their focus on monetary policy, exchange rates, inflation, and such. "The business cycle, like human nature, is here to stay" is the lesson Malabre aims to impart to readers interested in understanding the fundamental, abiding nature of economics. In Lost Prophets, in language that is accessible and jargon-free, this author, who has observed, written about, and explained economics from all angles for several decades, persuasively makes this point. In addition to holding a top position at The Wall Street Journal, Malabre is also the author of the books, Understanding the New Economy and Beyond Our Means, which received the George S. Eccles Prize from the Columbia Business School as the best economics book of 1987. ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2016. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. 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