/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/161223.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 23, 2016, Vol. 20, No. 357 Headlines 3324 N. CLARK: Assumption of Sign Lease Approved 546-548 BROADWAY: Taps Middlebrooks Shapiro as Legal Counsel 6D GLOBAL: Anticipates Common Stock Trading on OTC Grey Market 7470 COMMERCIAL: Unsecureds To Be Paid From Property Sale Proceeds ACCESS CIG: Moody's Affirms B3 CFR; Outlook Stable ACELITY LP: Moody's Puts B3 CFR Under Review for Upgrade ACHAOGEN INC: Obtains $94.5 Million from Common Stock Offering ADVANCED SOLIDS: Pleteniks Buying Carlsbad Property for $250K AEOLUS PHARMACEUTICALS: Incurs $6 Million Net Loss in Fiscal 2016 ALEXANDER SHCHARANSKY: Shahs Buying New York Condo Unit for $3.98M AMERICAN NATIONAL: Unsecureds To Recoup 100% Over 72 Months AMPLIPHI BIOSCIENCES: Study Shows AB-SA01 Passed Safety Test ARCHDIOCESE OF ST. PAUL: To Contribute $10MM in Committee's Plan ARCHITEL SYSTEMS: Chapter 15 Case Summary ARGENTO LLC: Unsecureds To Get Full Payment in 20 Installments ARITEL INC: To Surrender Property To Pay PRAPI ASTORIA FINANCIAL: Moody's Confirms Ba2 Preferred Stock Rating BASIC FOOD: Noah Bank Says Exit Plan 'Unconfirmable' BERTELLI REALTY: Case Summary & 8 Unsecured Creditors BROADCOM LTD: S&P Affirms 'BB+' Rating on Unsecured Notes C&J ENERGY: Court Confirms 2nd Amended Plan of Reorganization CAESARS ENTERTAINMENT: Notifies of Covenant Breach CASS PROPERTIES: U.S. Trustee Unable to Appoint Committee CASTILONE GROUP: Jan. 20 Disclosure Statement Hearing CEL-SCI: Receives Audit Opinion With Going Concern Explanation CENTRAL IOWA: UnityPoint Buying All Assets for $13 Million CERVANTES INC: Disclosure Statement Approved CHC GROUP: Unsecureds To Get 11.6% of New Membership Interests CHEDDAR'S CASUAL: Moody's Affirms B3 Corporate Family Rating CLAYTON WILLIAMS: Closes Sale of Giddings Area Assets for $400M CLEAR CHANNEL: Moody's Affirms B3 CFR; Changes Outlook to Negative CONCORDIA INTERNATIONAL: Pays EUR 72-Mil. Installment to Cinven CONDADO RESTAURANT: Disclosure Statement Hearing Set for Feb. 1 CORNERSTONE TOWER: Files Supplemental Disclosure Statement CORRECT CARE: Moody's Lowers Corporate Family Rating to Caa2 CUNNINGHAM LINDSEY: Moody's Confirms B3 CFR; Negative Outlook CUZCO DEVELOPMENT: Plan Confirmation Hearing on Feb. 13 DAYA MEDICALS: Court Approves Amended Disclosure Statement DEAN YOUNG: To Pay Secured Claims in 10-20 Years if Asset Not Sold DESERT SPRINGS: PSFG Buying Cathedral City Property for $4.3M DIAMONDBACK ENERGY: Moody's Rates $250MM Sr. Unsec. Notes 'B1' DIRECT MEDIA: Sale Motion Withdrawn DOMINION STEEL: Unsecureds To Get 100% Over 60 Months DOWNSTREAM DEVELOPMENT: Moody's Affirms B3 Rating on Secured Notes DTEK FINANCE: Seeks U.S. Recognition of U.K. Proceeding ELBIT IMAGING: Insightec's Exablate System Approved in Japan EMMAUS LIFE: Stockholders Elect Five Directors EMPRESAS PLAYA: Feb. 23 Disclosure Statement Hearing ENERGIS PETROLEUM: Creditors To Be Paid From Proceeds of Asset Sale ENERGY FUTURE: Settles $800-Mil. Fight With Senior Lenders EXCEL STAFFING: U.S. Trustee Unable to Appoint Committee EXCO RESOURCES: Moody's Lowers Corporate Family Rating to Ca F.C. DEVELOPMENT: To Surrender Property To Pay PRAPI FAIRFAX FINANCIAL: Moody's Affirms Ba2 Preferred Stock Rating FOURZERO INC: Unsecureds to Recoup 11% Over 60 Months FUNCTION(X) INC: DraftDay Gaming Collaborating with Draftstars FUNCTION(X) INC: Proposes to Offer Shares of Common Stock GEORGINA LLC: Court Says Case Is "Single Asset Real Estate" Case GERALEX INC: Disclosures Okayed, Plan Hearing on Jan. 19 GLACIERVIEW HAVEN: Trustee Wants to Enter Into Lease with Outzen GLOBAL EAGLE: Moody's Lowers Senior Secured Rating to B1 GRADE-CO LLC: Unsecureds to Get Additional $5K in Latest Plan GREEN ISLAND: Moody's Affirms Ba1 Rating on $15MM Revenue Bonds HAIN CELESTIAL: Obtains Limited Waiver, Credit Facility Extension HAMILTON SUNDSTRAND: Bank Debt Trades at 6% Off HARRISONBURG REDEVELOPMENT: Moody's Puts B3 Bonds Rating on Review HART OIL: Court Dismisses Trustee's Suit vs. John Ehrman HART OIL: Kennedy Directed to Return $22K to Liquidation Trustee HOUSTON BLUEBONNET: Suit vs. Lyle Estate to Texas State Court HPIL HOLDING: Relocates Executive Office to Freeland, Michigan INDUSTRIAL SKATE: Voluntary Chapter 11 Case Summary INT'L MANUFACTURING: Partial Dismissal of Suit vs. ZB Recommended INTERNATIONAL TEXTILE: WL Ross, et al., No Longer Own Common Shares INTERPACE DIAGNOSTICS: Has $1.9M Registered Common Stock Offering INTERPACE DIAGNOSTICS: Sabby Reports 9.9% Stake as of Dec. 19 IPAYMENT INC.: Moody's Lowers Corporate Family Rating to Caa2 J. CREW: Bank Debt Trades at 44.85% Off K & C LV INVESTMENTS: WSC Objects To Disclosure Statement K. HANNAH CORP: Jan. 18 Plan Confirmation Hearing KING & WOOD: European Arm May Enter Administration Next Month KIP AND ANDREA: To Settle Suit vs. Rabo Agri Finance KRISHNA ASSOCIATES: Naples Buying Assets for $2.9 Million LBSBC NIM: Moody's Downgrades Cl. N1 Debt Rating to 'C' LINN ENERGY: Disclosures Okayed, Plan Hearing on Jan. 24 LKQ CORP: OEM Glass Biz Sale No Impact on Moody's Ba1 CFR MCDONALD BUILDING: To Sell Scottsdale Property to Pay Creditors MEDFORD TRUCKING: Distributions To Be Made From Litigation Proceeds MELIOR RESOURCES: Australian Court Denies Kasbah Acquisition Deal MIAMI-DADE COUNTY INDUSTRIAL: Moody's Cuts 2015 Debt Rating to Ba1 MID CITY TOWER: Selling Baton Rogue Property to Pay Creditors MIRAMBICA INC: Sale of All Assets to Patels for $600K Approved MONTREIGN OPERATING: Moody's Affirms B3 Corporate Family Rating MOTORS LIQUIDATION: GIFT Trust, et al., Dismissed From Suit vs JPMC MOTORS LIQUIDATION: Show Cause Order Entered in "Ignition" Suits MURPHY ENERGY: Court Approves Sale of Natural-Gas Terminals MUSCLEPHARM CORP: Stacey Jenkins Quits as Director NCI BUILDING: Moody's Affirms B1 Corporate Family Rating NEENAH FOUNDRY: Moody's Affirms Caa1 CFR, Revises Outlook to Neg. NEIMAN MARCUS: Bank Debt Trades at 11.87% Off NEOVASC INC: Regains Compliance with NASDAQ Listing Requirements NEPHROGENEX INC: Unsecureds to Recover 26.8% to 37.1% Under Plan NEUSTAR INC: Moody's Ratings Remain on Review Over Sale Deal NEXT COMMUNICATIONS: Case Summary & 20 Largest Unsecured Creditors NEXT STAGE: Hall Selling San Francisco Property to Young for $3M NORTH PARK: Case Summary & 20 Largest Unsecured Creditors NOVABAY PHARMACEUTICALS: Agrees to Pay Former CEO in Installments NUVERRA ENVIRONMENTAL: Extends ABL Facility Maturity to March 2017 OHIO VALLEY ELECTRIC: Moody's Lowers Sr. Unsecured Ratings to Ba1 OMNITATUS GROUP: Seeks to Hire Cummings Law Firm as Legal Counsel PARAMOUNT RESOURCES: Moody's Withdraws B3 Corporate Family Rating PEABODY ENERGY: Files Plan of Reorganization, Disclosure Statement PERFORMANCE SPORTS: US Trustee to Name Consumer Privacy Ombudsman PICKETT BROTHERS: DLL To Be Paid $12,962 Over 6 Years at 5.25% PRESIDENTIAL REALTY: Inks Contribution Pact with First Capital PROGRESSIVE ACUTE: U.S. Trustee Adds 2 Members to Creditors' Panel PURADYN FILTER: Kellogg Brown Begins Use of Filtration Systems REPUBLIC AIRWAYS: 45% Cash or 41-48% Common Stock for Unsecureds RESOLUTE ENERGY: Provides Production and Cost Guidance ROLLOFFS HAWAII: Sale of All Assets to WOA for $5.5M Approved ROSETTA GENOMICS: Reports Third Quarter 2016 Financial Results RUBICON MINERALS: Completes Restructuring Transaction Under CCAA RUE21 INC: Bank Debt Trades at 61.58% Off RXI PHARMACEUTICALS: Hal Mintz Reports 6.67% Stake as of Dec. 16 RXI PHARMACEUTICALS: Prices $10M Underwritten Public Offering SABINE PASS: Moody's Hikes Senior Secured Rating to Ba1 SAMSON RESOURCES: Unsecureds To Recoup Up to 5.3% Under Panel Plan SEVEN GROUP: Unsecureds To Be Paid in Full Plus 4.5% SMITH FARM: U.S. Trustee Unable to Appoint Committee SOUTHCROSS ENERGY: Appoints New Board Member SOUTHWEST MISSISSIPPI: S&P Cuts 2003 Bonds Rating to BB- SQUARETWO FINANCIAL: Moody's Puts Caa3 Rating Under Review SS&C TECHNOLOGIES: S&P Raises Rating on Sr. Secured Debt to 'BB+' STONE ENERGY: Bankruptcy Court Approves First Day Motions STONEWALL GAS: Moody's Withdraws B2 Corporate Family Rating SYNIVERSE HOLDINGS: Moody's Lowers Corporate Family Rating to Caa1 TCR III: PCO Recommends APA Provisions for Virginia Assets TRIBUNE MEDIA: Moody's Lowers Corporate Family Rating to B1 UNITED MOBILE: Unsecureds To Share Pro-rata Payments of $27K UNIVERSITY OF THE SACRED: S&P Lowers Rating on 2012 Bonds to 'BB' VESCO CONSULTING: U.S. Trustee Unable to Appoint Committee WASH MULTIFAMILY: S&P Raises Rating on 2nd Lien Debt to B- WILL COUNTY SD: Moody's Cuts GOULT Debt Rating to Ba1 YORK RISK: Bank Debt Trades at 6.70% Off ZEKELMAN INDUSTRIES: Moody's Hikes Corporate Family Rating to B2 [*] S&P Reviews Ratings on US Aerospace and Defense Sector [*] S&P Reviews Ratings on US E&P and Oilfield Services Sectors [*] S&P Reviews Ratings on US Technology Semiconductor Sector [*] S&P Reviews Ratings on US Transpo Sector on Criteria Update [*] TMA Chicago/Midwest Announces Award Winners at Executive Forum [*] Upshot Services LLC Changes Name to JND Corporate Restructuring [^] BOOK REVIEW: Hospitals, Health and People [^] BOOK REVIEW: Landmarks in Medicine - Laity Lectures ********* 3324 N. CLARK: Assumption of Sign Lease Approved ------------------------------------------------ Judge Donald R. Cassling of the U.S. Bankruptcy Court for the Northern District of Illinois authorized 3324 N. Clark Street, LLC, to assume and assign executory contracts and unexpired leases in connection with its sale of interests in real and personal property located at 3324 N. Clark Street, Chicago, Illinois by auction. Big Outdoor OPCO, LLC ("Sign Tenant") and the Debtor have agreed to the assumption of the Sign Lease dated Feb. 25, 2002, as amended by the certain Revised Lease Extension dated Jan. 21, 2013. The Debtor assumes the Sign Lease pursuant to Section 365 of the Bankruptcy Code with neither the Sign Tenant nor the Debtor claiming or asserting that either party have events of default under the terms of the Sign Lease existing prior to the filing of the Debtor's Petition on Sept. 28, 2016 or existing through the date of the entry of the Order. The Sign Tenant is the valid assignee of the Sign Lease from Harvest Outdoor Media Corp. pursuant to an Assignment dated Aug. 3, 2016. In the event that the Court approves the sale of the real property, the Debtor will assign the Sign Lease to the purchaser of the property approved by the Court at the closing of the sale of the property, with the Sign Tenant waiving the Store Tenant's rights to adequate assurance of future performance, as provided by Section 365(f) of the Bankruptcy Code. About 3324 N. Clark Street 3324 N. Clark Street, LLC, sought Chapter 11 protection (Bankr. N.D. Ill. Case No. 16-30934) on Sept. 28, 2016. The petition was signed by Simone Singer Weissbluth, manager of WMW Investments, LLC, the manager of the Debtor. The case is assigned to Judge Donald R. Cassling. The Debtor estimated assets and liabilities at $1 million to $10 million at the time of the filing. The Debtor is represented by Ariel Weissberg, Esq. and Devvrat Sinha, Esq. at Weissberg and Associates, Ltd. The Debtor also employs Saul R. Wexler, member of the Law Offices of Saul R. Wexler, as its special counsel; and Rick Levin & Associates, Inc. as its a real estate broker in connection with the sale of its real property located at 3324 N. Clark Street, Chicago, Illinois. No trustee, examiner, or official committee of unsecured creditors has been appointed. 546-548 BROADWAY: Taps Middlebrooks Shapiro as Legal Counsel ------------------------------------------------------------ 546-548 Broadway Condo Association, Inc. seeks approval from the U.S. Bankruptcy Court for the District of New Jersey to hire legal counsel. The Debtor proposes to hire Middlebrooks Shapiro, P.C. 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: Melinda D. Middlebrooks $400 Joseph M. Shapiro $350 Jessica M. Minneci $300 Angela Nascondiglio $250 Law Clerks/Paralegals $90 Middlebrooks does not hold or represent any interest adverse to the Debtor's bankruptcy estate, and is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Jessica M. Minneci, Esq. Middlebrooks Shapiro, P.C. 841 Mountain Avenue, First Floor Springfield, NJ 07081 Phone: (973) 218-6877 Email: jminneci@middlebrooksshapiro.com About 546-548 Broadway 546-548 Broadway Condo Association sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. N.J. Case No. 16-33683) on December 13, 2016. At the time of the filing, the Debtor estimated assets of less than $1 million and liabilities of less than $100,000. 6D GLOBAL: Anticipates Common Stock Trading on OTC Grey Market -------------------------------------------------------------- On Nov. 28, 2016, 6D Global Technologies, Inc., was notified by The NASDAQ Stock Market, LLC, of NASDAQ's intention to delist the shares of the Company's common stock listed on the NASDAQ exchange. On or about Dec. 9, 2016, NASDAQ filed a notification of removal from listing on Form 25 with the Securities and Exchange Commission with the delisting of the Company's common stock effective 10 days after the filing of the Form 25, or on or about Dec. 19, 2016. Following the delisting, the Company anticipates that its common stock will be quoted on the OTC Grey Market, a centralized electronic quotation service for over-the-counter securities. However, the Company can give no assurance that trading in its stock will continue on the Grey Market or on any other securities exchange or quotation medium. About 6D Global 6D Global Technologies, Inc., is a digital business solutions company serving the digital marketing and technology needs of organizations using enterprise-class technologies across the world. The Company's services include Web content management, Web analytics, marketing automation, mobile applications, business intelligence, marketing cloud and IT infrastructure staffing solutions. The Company operates through two segments: Content Management Systems (CMS) and Information Technology (IT) Staffing. CMS offers Web content management solutions, marketing cloud solutions, mobile applications, analytics, front-end user experience and design, and marketing automation. The IT Staffing segment provides contract and contract-to-hire IT professional staffing services. 6D Global Technologies is based in New York. The Company reported a net loss of $17.11 million on $12.79 million of revenues for the year ended Dec. 31, 2015, compared with a net income of $470,565 on $11.80 million of revenues in 2014. The Company's balance sheet at Dec. 31, 2015, showed $20.87 million in total assets, $21.09 million in total liabilities, $1.46 million in redeemable convertible preferred stock, and stockholders' deficit of $1.67 million. In it report on the consolidated financial statements of 6D Global for the year ended Dec. 31, 2015, SingerLewak LLP, in Los Angeles, Calif., expressed substantial doubt about the Company's ability to continue as a going concern, citing that the Company has suffered recurring losses from operations and the Company is currently a defendant in several class action lawsuits with various shareholders. 7470 COMMERCIAL: Unsecureds To Be Paid From Property Sale Proceeds ------------------------------------------------------------------ 7470 Commercial Way Partners, LLC, filed with the U.S. Bankruptcy Court for the District of Nevada a second amended disclosure statement for their liquidating plan of reorganization, a full-text copy of which is available for free at http://bankrupt.com/misc/nvb16-15253-108.pdf Class 1, Secured Claim of the Clark County Taxing Authority, is impaired under the Plan. Class 1 will be paid in full, on the 90th day after the Effective Date of the Plan, in the approximate amount of $20,319, plus interest allowed by applicable law. Class 5, State Court Litigation Claims, is impaired under the Plan. This Class will be paid its Pro Rata share of any Property sale proceeds remaining after the satisfaction of Allowed Administrative Claims, Priority Claims and Claims in Classes 1 to 4. Class 6, General Unsecured Claims, is impaired under the Plan. This Class will be paid its Pro Rata share of any Property sale proceeds remaining after the satisfaction of Allowed Administrative Claims, Priority Claims and Claims in Classes 1 to 4. The Debtor estimates that the amount of the general unsecured claims totals approximately $20,000. The Plan will be funded from the sale of the Debtor's assets. About 7470 Commercial 7470 Commercial Way Partners, LLC, based in Las Vegas, NV, filed a Chapter 11 petition (Bankr. D. Nev. Case No. 16-15253) on September 26, 2016. The Hon. Bruce T. Beesley presides over the case. Samuel A. Schwartz, Esq., at Schwartz Flansburg PLLC, as bankruptcy counsel. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The petition was signed by David Suder, managing member. No official committee of unsecured creditors has been appointed in the case. ACCESS CIG: Moody's Affirms B3 CFR; Outlook Stable -------------------------------------------------- Moody's Investors Service affirmed all existing ratings of Access CIG, LLC, including the B3 Corporate Family Rating (CFR), the B3-PD Probability of Default Rating, the B2 first lien senior secured credit facility ratings, and the Caa2 second lien senior secured rating. The ratings outlook remains stable. The affirmation of the B3 CFR reflects Moody's expectation that stable demand for document storage services among the targeted small business customers, the company's solid EBITDA margin and a highly recurring revenue model can support elevated leverage over the next 12-18 months. Moody's also anticipates that Access' free cash flow will improve to a breakeven or slightly positive level over the next 12-18 months after being negative in recent years. Moody's expects Access' acquisition activity to moderate from the very high levels of 2015 and 2016, leading to less integration spending and better cash generation. Access' high financial leverage and the minimal level of projected free cash flow nevertheless pressure the credit profile. The company continues to add permanent debt to finance its roll-up strategy, which has materially constrained its free cash flow generation over the years due to higher interest costs and significant acquisition and integration expenses. Access' weak free cash flow generation and reliance on its revolving credit facility to finance acquisitions limits the potential for debt repayment and meaningful credit metrics improvement. Moody's took the following rating actions: Issuer Name: Access CIG, LLC: Corporate Family Rating, affirmed at B3 Probability of Default Rating, affirmed at B3-PD $55 million senior secured first lien revolving credit facility due 2019, affirmed at B2 (LGD3) $480.9 million ($475.0 million outstanding) senior secured first lien term loan due 2021, affirmed at B2 (LGD3) $232 million senior secured second lien term loan due 2022, affirmed at Caa2 (LGD5) Outlook, maintains Stable RATINGS RATIONALE Access' B3 CFR reflects its high financial leverage, estimated at above 8.0x (excluding acquisition and integration expenses), small revenue base and aggressive acquisition growth strategy that relies on incremental debt issuance. Moody's believes that over time organic growth in the company's high margin document storage business will be increasingly constrained by the ongoing secular shift away from paper towards electronic media and business growth will be primarily driven by small acquisitions that Moody's views as a cost-effective source of new customers. At the same time, the company's credit profile benefits from its highly recurring records storage revenues (approximately 60% of total revenue), high EBITDA margins in the mid-to-high 30% range and expected modest growth in outsourcing of document storage in the small and medium business (SMB) market segment, which is the company's primary area of focus. Access' revenues have high geographic and customer diversity within the US, with historically strong client retention rates. Access has adequate liquidity supported by nearly $7 million of balance sheet cash, approximately $10 million of projected free cash flow (assuming no new acquisitions), and approximately $20 million of availability on its $55 million revolver expiring in 2019. Moody's expects that the company will continue to rely on the revolver for acquisition and integration expenses. The revolver is subject to a springing maximum 6.5x first lien net leverage ratio when utilization exceeds 30% of the facility. Moody's projects borrowings will remain above this level and that the covenant will apply over the next four quarter, but anticipates sufficient headroom under the springing covenant over that span. The B2 rating on the first lien credit facility reflects a one notch downward override from the Loss Given Default (LGD) model implied outcome of B1. The override reflects Moody's view that the first lien debt instrument ratings should be limited to one notch above the B3 CFR given Access' frequent debt issuance and uncertainty surrounding potential changes to the company's capital structure ensuing from its aggressive growth strategies and weak cash flow generation. The instrument ratings incorporate add-ons of $19 million to the first lien term loan and $40 million to the second lien term loan earlier in 2016. The stable rating outlook reflects Moody's view that the company's credit metrics will slightly improve over the next 12 to 18 months. The stable rating outlook also anticipates that Access will successfully complete integration of recent acquisitions, realize cost synergies as expected and maintain at least an adequate liquidity profile. The ratings could be downgraded if the company faces top-line and earnings pressure such that financial leverage remains elevated, the EBITDA margin declines, or liquidity deteriorates, including increased revolver usage or an inability to restore and sustain positive free cash flow generation. Given Access' high financial leverage and modest scale a ratings upgrade is not expected in the intermediate term. Profitable revenue growth that leads to a material reduction in leverage, free cash flow in excess of 5% of total debt, and a good liquidity position is necessary for an upgrade. Headquartered in Livermore, CA, Access Information Management provides records and information management services primarily to small and medium enterprises in the U.S. and Latin America. Access' revenues for the last twelve months ended September 30, 2016 were approximately $258 million (excluding the pro forma effect of recent acquisitions). The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. ACELITY LP: Moody's Puts B3 CFR Under Review for Upgrade -------------------------------------------------------- Moody's Investors Service placed the ratings of Acelity L.P., Inc. under review for upgrade. On December 20, 2016, Acelity announced an agreement to sell its regenerative medicine business to Allergan, Inc. (Baa3 stable) for $2.9 billion. Moody's expects Acelity to use the majority of the transaction's after-tax proceeds to pay down debt. Under such a scenario, the company's leverage profile would undergo substantial improvement. Moody's estimates that pro forma adjusted debt to EBITDA, currently about 7.2 times, could potentially decline by 1-2 full turns. Ratings under review for upgrade: Acelity L.P. Inc. - Corporate Family Rating, B3 - Probability of Default Rating, B3-PD - Senior secured revolving credit facility expiring 2019, Ba3 (LGD 2) - Senior secured first lien term loans due 2020, Ba3 (LGD 2) - Senior secured first lien notes due 2021, Ba3 (LGD 2) - Senior secured second lien notes due 2021, Caa1 (LGD 5) - Senior secured third lien notes due 2021, Caa2 (LGD 6) - Senior unsecured notes due 2019, Caa2 (LGD 6) Rating affirmed: Acelity L.P. Inc. Speculative Grade Liquidity Rating of SGL-2 RATINGS RATIONALE Moody's expects its ratings review process to focus on Acelity's plans for deleveraging into a more tenable capital structure with proceeds from the divestiture of its regenerative medicine business. During its review process, Moody's will also consider changes in business concentration and overall scale and recent operating performance. Excluding the proposed divestiture, the B3 Corporate Family Rating reflects Acelity's very high financial leverage, limited free cash flow and modest interest coverage. Also excluding the proposed divestiture, Moody's does not expect a meaningful reduction in leverage in the near-term as the company is facing challenges in its core negative pressure wound therapy franchise and is still required to make significant cash outlays related to litigation settlements. The ratings also reflect Acelity's considerable scale and the strong market presence of its Vacuum Assisted Closure products. The ratings are also supported by the company's healthy margins and the expectation that growth in newer product offerings will help offset headwinds in the V.A.C. business. The Speculative Grade Liquidity Rating of SGL-2 reflects Moody's expectation that Acelity's cash balances and availability on its extended portion of its revolver expiring in August 2019 will allow the firm to maintain good liquidity over the next 12 to 18 months. The principal methodology used in these ratings was Global Medical Product and Device Industry published in October 2012. Headquartered in San Antonio, Texas, Acelity is a global medical technology company with leadership positions in advanced wound care and regenerative medicine. Acelity reported revenues of approximately $1.9 billion for the twelve months ended September 30, 2016. Acelity is owned by a private equity consortium, including Apax Partners and affiliates of the Canada Pension Plan Investment Board and Public Sector Pension Investment Board. ACHAOGEN INC: Obtains $94.5 Million from Common Stock Offering -------------------------------------------------------------- Achaogen, Inc., entered into an underwriting agreement with Leerink Partners LLC and Stifel, Nicolaus & Company, Incorporated, as representatives of the several underwriters, pursuant to which the Company agreed to issue and sell 6,500,000 shares of its common stock, par value $0.001 per share to the Underwriters. The Shares were sold at a public offering price of $13.50 per Share, and were purchased by the Underwriters from the Company at a price of $12.69 per Share. Under the terms of the Underwriting Agreement, the Company granted the Underwriters the option, for 30 days, to purchase up to 975,000 additional shares of Common Stock at the public offering price. On Dec. 14, 2016, the Underwriters exercised their option to purchase the additional 975,000 shares of Common Stock in full. The Offering was made under a prospectus supplement and related prospectus filed with the Securities and Exchange Commission pursuant to the Company's effective shelf registration statement on Form S-3 (Registration No. 333-203282). On Dec. 19, 2016, the Offering closed and the Company completed the sale and issuance of an aggregate of 7,475,000 shares of Common Stock. The Company received net proceeds from the Offering of approximately $94.5 million, after deducting the Underwriters' discounts and commissions and estimated offering expenses payable by the Company. As of Sept. 30, 2016, the Company had cash, cash equivalents and short term investments of approximately $61.1 million and, after giving effect to the issuance and sale of shares of Common Stock in the Offering, had approximately $155.6 million in cash, cash equivalents and short term investments. Pursuant to the Underwriting Agreement, the Company agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute to payments that the Underwriters may be required to make because of those liabilities. The Company and the Company's directors and executive officers (and certain of their affiliated stockholders) also agreed not to sell or transfer any Common Stock for 60 days after December 13, 2016 without first obtaining the written consent of the Representatives on behalf of the Underwriters, subject to certain exceptions. About Achaogen Achaogen, Inc., is a clinical-stage biopharmaceutical company passionately committed to the discovery, development, and commercialization of novel antibacterials to treat multi-drug resistant gram-negative infections. The Company is developing plazomicin, its lead product candidate, for the treatment of serious bacterial infections due to MDR Enterobacteriaceae, including carbapenem-resistant Enterobacteriaceae. In 2013, the Centers for Disease Control and Prevention identified CRE as a "nightmare bacteria" and an immediate public health threat that requires "urgent and aggressive action." Achaogen reported a net loss of $27.09 million in 2015, a net loss of $20.17 million in 2014 and a net loss of $13.11 million in 2013. As of Sept. 30, 2016, Achaogen had $80.66 million in total assets, $49.64 million in total liabilities and $31.01 million in total stockholders' equity. The Company's independent accounting firm Ernst & Young LLP, in Redwood City, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company's recurring losses from operations and its need for additional capital raise substantial doubt about its ability to continue as a going concern. ADVANCED SOLIDS: Pleteniks Buying Carlsbad Property for $250K ------------------------------------------------------------- Advanced Solids Control, LLC, asks the U.S. Bankruptcy Court for the Western District of Texas to authorize the sale of real property described as 3906 N. Pat Garrett Ct., Carlsbad, New Mexico, to James A. and Lilia Pletenik for $250,000. The sale is scheduled to close on Feb. 14, 2017. The Debtor believes that the proposed sales price approximates the real property's market value in the context of such a sale, and is a reasonable value based upon the asset proposed to be sold and its marketability. The real property is subject to a mortgage lien to First National Bank of Beeville in the amount of $891,701. There are several other real properties which secure the claim of First National Bank of Beeville. Any outstanding ad valorem taxes, including the 2016 ad valorem taxes, will be paid in full from the sale. The Debtor previously filed 2 Motions to sell real property pledged to First National Bank of Beeville, which if the sales close will substantially pay down the outstanding balance owing to First National Bank of Beeville. The Debtor is asking permission to pay all reasonable closing costs, including real estate commissions (if any), directly at closing. The net proceeds from the sale will be paid to First National Bank of Beeville against the outstanding balance of its Note (partial payment). The Debtor proposes to sell the property to the Purchasers free and clear of all liens, claims and encumbrances pursuant to Section 363 of the U.S. Bankruptcy Code. The lien of First National Bank of Beeville and the local ad valorem taxing authorities will automatically attach to the net sales proceeds based upon their pre-petition priority, and paid through closing. Should the sale to the Purchasers fail to close, the Debtor is requesting permission to sell the real property to any other third party for the minimum cash sales price in the amount of $250,000. A copy of the Contract attached to the Motion is available for free at: http://bankrupt.com/misc/Advanced_Solids_15_Sales.pdf The Debtor asks the Court to authorize it to sell the real property free and clear of all liens, claims and encumbrances for $250,000 to the Purchasers pursuant to the terms set forth, and for such other and further relief to which the Debtor may show itself entitled. The Purchasers can be reached at: James A. and Lilia Pletenik E-mail: jpletenik@cox.net About Advanced Solids Control, LLC Advanced Solids Control, LLC, filed a Chapter 11 bankruptcy petition (Bankr. W.D. Tex. Case No. 16-52748) on Dec. 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. AEOLUS PHARMACEUTICALS: Incurs $6 Million Net Loss in Fiscal 2016 ----------------------------------------------------------------- Aeolus Pharmaceuticals, Inc., filed with the Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss attributable to common stockholders of $6.04 million on $2.07 million of contract revenue for the fiscal year ended Sept. 30, 2016, compared to a net loss attributable to common stockholders of $2.62 million on $3.11 million of contract revenue for the fiscal year ended Sept. 30, 2015. As of Sept. 30, 2016, Aeolus Pharmaceuticals had $4.17 million in total assets, $972,000 in total liabilities and $3.19 million in total stockholders' equity. As of Sept. 30, 2016, the Company had approximately $3,155,000 of cash and cash equivalents, an increase of $3,061,000 from Sept. 30, 2015. The increase in cash was primarily due to the Company's 2015 capital raise, which was offset by cash used in operations. In order to fund on-going operating cash requirements, or to accelerate or expand our oncology and other programs, the Company said it may need to raise significant additional funds. "In light of the limited number of employees we currently have, our limited resources, and the early stage of our commercial development efforts, our future success may be limited. In addition, there are significant uncertainties as to our ability to access potential sources of capital, and we may not be able to enter into industry partner collaborations that would provide us with liquidity sources on terms acceptable to us, or at all. These uncertainties may be due to a variety of factors, including evolving or adverse conditions in the pharmaceutical industry or in the economy in general or based on the prospects of our commercial programs. Even if we are successful in obtaining collaboration for our commercial programs, we may have to relinquish rights to technologies, product candidates or markets that we might otherwise develop ourselves. These same risks apply to any attempt to out-license our compounds. Finally, our product candidates are being developed for large therapeutic markets. We believe these markets are best approached by partnering with established biotechnology or pharmaceutical companies that have broad sales and marketing capabilities. We are pursuing marketing collaborations of this type as part of our search for development partners. However, we may not be able to enter into any marketing arrangements for any of our products on satisfactory terms or at all," the Company stated in the report. A full-text copy of the Form 10-K is available for free at: https://is.gd/ARwKun About Aeolus Pharmaceuticals Mission Viejo, California-based Aeolus Pharmaceuticals, Inc., is a Southern California-based biopharmaceutical company leveraging significant government investment to develop a platform of novel compounds in oncology and biodefense. The platform consists of over 200 compounds licensed from Duke University and National Jewish Health. The Company's lead compound, AEOL 10150, is being developed as a medical countermeasure ("MCM") against the pulmonary sub-syndrome of acute radiation syndrome ("Pulmonary Acute Radiation Syndrome" or "Lung-ARS") as well as the gastrointestinal sub-syndrome of acute radiation syndrome ("GI-ARS"). Both syndromes are caused by acute exposure to high levels of radiation due to a radiological or nuclear event. It is also being developed for use as a MCM for exposure to chemical vesicants such as chlorine gas, sulfur mustard gas and nerve agents. ALEXANDER SHCHARANSKY: Shahs Buying New York Condo Unit for $3.98M ------------------------------------------------------------------ Alex Shcharansky asks the U.S. Bankruptcy Court for the Southern District of Iowa to authorize the sale of a condominium unit located at 300 East 55th Street, Apt. 22A, in New York, New York ("NY Condo"), to Pritesh and Samira Shah for $3,975,000. The NY Condo is the principal asset of the estate and the Debtor intends to use proceeds from the sale of the NY Condo to pay the claims of creditors of the estate, as such claims are allowed by the Court. Prior to the commencement of the proceeding, the Debtor had listed the NY Condo for sale with an initial selling price of $4,990,000, but in order to facilitate a timely and expedient sale of the NY Condo, the Debtor decreased the listing price for the NY Condo to $4,250,000 during the pendency of the proceeding. On Nov. 22, 2016 the Debtor received a written offer from the Purchasers to purchase the NY Condo for the amount of $3,975,000. On Dec. 5, 2016, the Debtor and the Purchasers entered into a Contract of Sale and certain Riders thereto concerning the Debtor's sale of the NY Condo to the Purchasers, which Contract for Sale is expressly subject to Bankruptcy Court approval. A copy of the Contract for Sale attached to the Motion is available for free at: http://bankrupt.com/misc/Alexander_Shcharansky_80_Sales.pdf Pursuant to the Contract for Sale, Ms. Shah, who is a licensed real estate broker, has agreed to waive her commission of 3% as part of the sale transaction, reducing the total commission to be paid by the Debtor at closing from 6% down to 3%, or a reduction of $119,250 in total commission to be paid on account of the proposed sale. Taking into account the reduced commission amount, and factoring in other estimated fees and charges that will be collected at closing (New York state transfer taxes, New York City transfer taxes, abstract, title and document fees, condominium association transfer and other fees), the Debtor anticipates receiving gross proceeds in the approximate amount of $3,770,000 at closing (such amount does not take into account payment of any secured claims attaching to the NY Condo). The closing of the sale of the NY Condo under the Contract for Sale is tentatively scheduled for Feb. 1, 2017, however payoffs set forth have been calculated through Feb. 15, 2017, as either party can extend closing for 30 days from the initially identified closing date under New York law. The sale of the NY Condo by the Debtor to the Purchasers is to be free and clear of all liens. The NY Condo is subject to 2 secured claims held by creditors that have both filed a Proof of Claim in the proceeding. Emigrant Mortgage Co. holds a mortgage on the NY Condo that secures its claim in full. On Nov. 10, 2016, Emigrant filed its Proof of Claim (Claim No. 8) asserting a secured claim in the amount of $1,248,658, to which the Debtor has not objected. Subsequent to the filing of Emigrant's Proof of Claim the Debtor made certain post-petition payments on his mortgage obligation with Emigrant totaling $21,695, and after taking into account such payments Emigrant has estimated that the payoff on its secured claim on the date of closing will be approximately $1,259,348. The other creditors holding a claim secured by the NY Condo are judgment creditors Alex Komm, Ilya Markevich, Boris Pusin and Vadim Shapiro, who hold a judgment lien on the NY Condo junior in priority to the mortgage lien held by Emigrant. Pursuant to a Consent Order entered on Nov. 21, 2016, the Shapiro Groups' Amended Proof of Claim (amending original Claim No. 3) was allowed in the amount of $2,028,253. The payoff of the Shapiro Group’s secured claim as of the tentative closing date is estimated to be $2,049,667. The secured claims held by Emigrant and the Shapiro Group are estimated to total $3,309,278 as of the tentative Closing Date identified in the Contract for Sale, which amount is substantially less than the $3,770,000 in proceeds that the Debtor anticipates receiving at the closing of the sale of the NY Condo to the Purchasers after payment of commissions and other closing costs. Accordingly, pursuant to 11 U.S.C. Section 363(f)(3) the Debtor asks that the Contract for Sale of the NY Condo be approved free and clear of all liens, including the mortgage lien held by Emigrant, and the judgment lien held by the Shapiro Group, with the liens of such creditors attaching to the proceeds from the sale of the NY Condo in the same priority position as enjoyed by such creditors' lien interests in the NY Condo. Previously the Debtor retained real estate brokerage firm Brown Harris Stevens and realtor Rachel Glazer ("BHS") as a professional person pursuant to 11 U.S.C. Section 327(a) to assist the Debtor in marketing and selling the NY Condo. On Oct. 12, 2016, the Debtor filed its Motion to assume the pre-petition listing agreement which Debtor had entered into with BHS regarding the sale of the NY Condo as an executory contract, which also provided for the Debtor to pay a commission fee of up to 6% to BHS for their services as real estate brokerage agents in the event that they were able to procure an acceptable offer to purchase the NY Condo from Debtor. On Nov. 8, 2016, the Court entered its Order granting the Debtor's Motion to assume the pre-petition listing agreement with BHS. In addition to retaining BHS to assist in the marketing and sale of the NY Condo, the Debtor also filed, on Dec. 1, 2016 an application to retain attorney Derin Edip Walden to assist Debtor with the closing of the sale of the NY Condo, including drafting of the Contract for Sale, preparation of deeds and other conveyance documents, review of title, preparation of closing statements and other legal work related to the closing of the transaction in compliance with New York law. As set forth in Debtor's Application, the fees to be paid on account of the services to be rendered by attorney Walden were to be a flat fee of $3,000 for the typical and contemplated closing services, and an additional flat fee of $500 for attendance at the closing on behalf of the Debtor, for a total flat fee of $3,500. On Dec. 13, 2016 the Court entered its Order approving the Debtor's Application to employ attorney Walden. The Debtor asks that he be authorized to pay a commission fee of $119,250 to BHS and closing attorney's fees in the amount of $3,500 to attorney Walden, per the terms of the employment of each non-reorganization professional concerned, at the closing of the sale of the NY Condo pursuant to the Contract for Sale, as the same may be approved by the Court. While the Debtor has sought permission to sell the NY Condo free and clear of the liens held by Emigrant and the Shapiro Group creditors, the Debtor believes it is in the best interest of the estate for the Debtor to be authorized to pay the secured claims of the respective creditors at the closing of the transaction contemplated by the Contract for Sale. The Debtor asks that he be authorized to pay the secured claim of Emigrant on the Closing Date from proceeds of the sale of the NY Condo in the estimated amount of $1,257,640, plus any additional interest accruing thereon or other fees or charges incurred in the event that the Closing Date is delayed beyond Feb. 15, 2017, and the secured claim of the Shapiro Group in the amount of $2,001,122 ($2,049,667 less the withheld amount of $48,545) plus any additional interest accruing thereon in the event the Closing Date is delayed beyond Feb. 15,2017 from such proceeds on the Closing Date. The Debtor has conferred with his tax professional, Pittman & Co., LLP and John D. Pittman regarding any potential capital gain that the Debtor might experience as result of the sale of the NY Condo under the Contract for Sale and the determination of any resulting income tax obligation that the Debtor may owe either the Internal Revenue Service or the Iowa Department of Revenue with respect to the same. The Debtor asks that the Court authorize the Debtor, with the assistance of Pittman, to complete IRS form IT-2633 as required under New York law at closing from the Debtor as a non-resident seller of real estate, in accordance with Pittman's calculations as to the adjusted cost basis and deductible expenses pertaining to the NY Condo and the sale of the same under the Contract for Sale. The balance of the proceeds received by the Debtor from the sale of the NY Condo, after payment of the professional fees awarded to BHS and attorney Walden, and payment of the secured claim of Emigrant in full and partial payment of the secured claim of the Shapiro Group as directed, is estimated to be in the amount of $509,199. The balance proceeds will be held by the Debtor in the Trust Fund of Wandro & Associates, P.C., counsel to the Debtor as debtor-in-possession pending further Order of the Court or confirmation of a Chapter 11 plan propounded by the Debtor. Counsel for the Debtor: Terry L. Gibson, Esq. WANDRO & ASSSOCIATES, P.C. 2501 Grand Ave., Suite B Des Moines, IA 50312 Telephone: (515) 281-1475 E-mail: tgibson@2501grand.com Alexander Shcharansky sought Chapter 11 protection (Bankr. S.D. Iowa. Case No. 16-01761) on Sept. 2, 2016. The Debtor tapped Terry L Gibson, Esq., as counsel. AMERICAN NATIONAL: Unsecureds To Recoup 100% Over 72 Months ----------------------------------------------------------- American National Carbide Co. disclosed in a court filing that Class 4 general unsecured creditors will receive a promissory note for 100% of each allowed claim payable over 72 months. The note is payable at the prime rate of interest (currently 3% interest) on the date the company's plan of reorganization is confirmed. Under the plan, payments under the notes issued to unsecured creditors will not commence until the 13th payment. The first 12 payments made under the terms of the notes issued will be for accrued interest only, according to ANCC's supplemental disclosure statement filed on Dec. 8 with the U.S. Bankruptcy Court for the Southern District of Texas. A copy of the supplemental disclosure statement is available for free at http://bankrupt.com/misc/AmericanNatl_SuppDS.pdf About American National Carbide American National Carbide Co. sought protection under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of Texas (Houston) on Feb. 26, 2016. The petition was signed by Greg Stroud, president. The Debtor is represented by Donald L Wyatt, Esq., at the Law Offices of Donald L. Wyatt Jr. PC. The case is assigned to Judge David R. Jones. The Debtor disclosed total assets of $8.83 million and total debts of $7.22 million. AMPLIPHI BIOSCIENCES: Study Shows AB-SA01 Passed Safety Test ------------------------------------------------------------ AmpliPhi Biosciences Corporation issued on Dec. 19, 2016, a press release reporting final results from its Phase 1 trial of AB-SA01, its proprietary investigational bacteriophage cocktail targeting Staphylococcus aureus (S. aureus) infections, in patients with chronic rhinosinusitis. AB-SA01 met the trial's primary endpoints of safety and tolerability and all nine patients enrolled in the study experienced a reduction in the quantity of S. aureus infecting their sinuses, with some patients showing complete eradication of the bacterial infection. The trial was initiated in January 2016 and was conducted at the Queen Elizabeth Hospital in Adelaide, Australia in collaboration with the University of Adelaide and Flinders University. All nine patients enrolled received AB-SA01 in one of three dose regimens: Cohort 1 patients received low-dose twice daily for seven days; Cohort 2 patients received low-dose twice daily for 14 days; and Cohort 3 patients received high-dose twice daily for 14 days. Key findings from the study showed: * Primary endpoints of safety and tolerability were met * All patients experienced a reduction in S. aureus bacterial load at the end of the study compared to baseline * Comparison of pre- and post-treatment endoscopic images showed symptomatic improvement, including reductions in mucosal edema, discharge and polyps * All enrolled patients completed the trial About AmpliPhi AmpliPhi Biosciences Corp. is a biotechnology company focused on the discovery, development and commercialization of novel phage therapeutics. Its principal offices occupy approximately 1,000 square feet of leased office space pursuant to a month-to-month sublease, located at 3579 Valley Centre Drive, Suite 100, San Diego, California. It also leases approximately 700 square feet of lab space in Richmond, Virginia, approximately 5,000 square feet of lab space in Brookvale, Australia, and approximately 6,000 square feet of lab and office space in Ljubljana, Slovenia. As of Sept. 30, 2016, the Company had $26.03 million in total assets, $7.80 million in total liabilities and $18.22 million in total stockholders' equity. Ampliphi reported a net loss attributable to common stockholders of $10.79 million for the year ended Dec. 31, 2015, compared to net income attributable to common stockholders of $21.82 million. "[T]he Company has incurred net losses since its inception, has negative operating cash flows and has an accumulated deficit of $371.9 million as of September 30, 2016, $56.4 million of which has been accumulated since January of 2011, when the Company began its focus on bacteriophage development. As of September 30, 2016, the Company had cash and cash equivalents of $4.0 million. Management believes that the Company's existing resources will be sufficient to fund the Company's planned operations through the end of 2016. These circumstances raise substantial doubt about the Company's ability to continue as a going concern," as disclosed in the Company's quarterly report for the period ended Sept. 30, 2016. ARCHDIOCESE OF ST. PAUL: To Contribute $10MM in Committee's Plan ---------------------------------------------------------------- The Official Committee of Unsecured Creditors of the Archdiocese of Saint Paul and Minneapolis filed with the U.S. Bankruptcy Court for the District of Minnesota a second amended disclosure statement explaining its second amended chapter 11 plan of reorganization, dated Dec. 19, 2016. According to the Committee, the Court has approved its Disclosure Statement. The plan creates a Trust for the benefit of sex abuse claimants referred here as Tort Claimants, which will be funded (i) by cash and asset contributions from the Debtor in an amount equal to the value of all of its assets as determined by the Bankruptcy Court; and (ii) all rights to proceeds from the Insurance Policies relating to the sexual abuse claims and all other claims and causes of action based on the conduct of the Non-Settling Insurers in respect of their obligations under the insurance policies in relationship to the sexual abuse claims, which the plan provides that the Debtor shall assign and transfer to the Trust. Class 6 consists of the holders of Pending Tort Claims. Liability for Class 6 Claims shall be assigned to, assumed and treated by the Trust as further provided in Article IV of the Plan, the Trust Agreement, and the Trust Distribution Plan. Class 6 Claims shall be paid in accordance with the provisions of the Trust and Trust Distribution Plan. Class 7 consists of the holders of Future Tort Claims. Liability for Class 7 claims shall be assumed by the Reorganized Debtor. To preserve coverage under insurance policies issued by Non-Settling Insurers, Class 7 claimants specifically reserve any and all claims that Class 7 claimants may have against the Archdiocese or Reorganized Debtor. Class 7 Claims will not be released against the Archdiocese or Reorganized Debtor until such Class 7 Tort Claims are settled with the Archdiocese or Reorganized Debtor and its insurers, or until such Class 7 Tort Claims are fully adjudicated and determined and subject to Final Order. The Non-Settling Insurers remain fully liable for their obligations related in any way to the Class 7 Claims. Ordinary course post-Effective Date operations of the Archdiocese shall continue to be paid by the Reorganized Debtor. On or before the Effective Date, the Archdiocese or Reorganized Debtor will pay all applicable deductibles and/or retentions under Insurance Policies implicated by Tort Claims to the extent required to enable and avoid compromising coverage under such Insurance Policies. The Committee expects the Debtor to have in excess of $45 million in cash assets as of the Effective Date. The Debtor and other parties contend that certain items of cash noted in the Committee's Disclosure Statement are not property of the estate. If these parties prevail on this contention, then the total amount the Debtor is required to contribute to the Trust will be reduced accordingly. The Debtor is required to contribute a minimum of $10 million into the Plan Implementation Account via wire transfer on the Effective Date. The remaining liquidation value of all the Debtor's assets will be contributed to the Trust after the Effective Date. A full-text copy of the Amended Disclosure Statement is available at: http://bankrupt.com/misc/mnb15-30125-891.pdf Attorneys for the UCC: Robert T. Kugler, Esq. Edwin H. Caldie, Esq. Phillip J. Ashfield, Esq. Brittany M. Michael, Esq. STINSON LEONARD STREET LLP 150 South Fifth Street, Suite 2300 Minneapolis, MN 55402 robert.kugler@stinson.com ed.caldie@stinson.com phillip.ashfield@stinson.com brittany.michael@stinson.com Telephone: 612-335-1500 Facsimile: 612-335-1657 About the Archdiocese of Saint Paul and Minneapolis The Archdiocese of Saint Paul and Minneapolis was originally established by the Vatican in 1850 and serves a geographical area consisting of 12 greater Twin Cities metro-area counties in Minnesota, including Ramsey, Hennepin, Anoka, Carver, Chicago, Dakota, Goodhue, Le Sueur, Rice, Scott, Washington, and Wright counties. There are 187 parishes and approximately 825,000 Catholic individuals in the region. These individuals and parishes are served by 3999 priests and 173 deacons. The Archdiocese of St. Paul and Minneapolis filed for Chapter 11 protection (Bankr. D. Minn. Case No. 15-30125) in Minnesota on Jan. 16, 2015, saying it has large and growing liabilities related to child sexual abuse and that its pension obligations are underfunded. The Debtor disclosed $45,203,010 in assets and $15,890,460 in liabilities as of the Chapter 11 filing. The Debtor has tapped Briggs and Morgan, P.A., as Chapter 11 counsel; BGA Management LLC dba Alliance Management as financial advisor; Lindquist & Vennum LLP as attorney. The U.S. Trustee appointed five creditors to serve on the Committee of Parish Creditors. Ginny Dwyer was appointed as the acting chairperson of the committee until such time as the members can meet and officially elect their own person. Eleven other dioceses have commenced Chapter 11 bankruptcy cases in the United States to settle claims from current and former parishioners who say they were sexually molested by priests. ARCHITEL SYSTEMS: Chapter 15 Case Summary ----------------------------------------- Chapter 15 Petitioner: Ernst & Young Inc., As Monitor and Foreign Representative of the Canadian Nortel Group Chapter 15 Debtors: Architel Systems Corporation 16-12833 5945 Airport Road, Suite 152 Mississauga, Canada Nortel Communications Inc. 16-12834 Northern Telecom Canada Limited 16-12835 Chapter 15 Petition Date: December 21, 2016 Court: United States Bankruptcy Court District of Delaware (Delaware) Judge: Hon. Kevin Gross Chapter 15 Petitioner's Counsel: Mary Caloway, Esq. Kathleen A. Murphy, Esq. BUCHANAN INGERSOLL & ROONEY PC 919 North Market Street, Suite 1500 Wilmington, DE 19801-1228 Tel: 302-552-4209 Fax: 302-552-4295 E-mail: mary.caloway@bipc.com kathleen.murphy@bipc.com - and - Ken Coleman, Esq. Jonathan Cho, Esq. ALLEN & OVERY LLP 1221 Avenue of the Americas New York, New York 10020 Tel: (212) 610-6300 Fax: (212) 610-6399 E-mail: ken.coleman@allenovery.com jonathan.cho@allenovery.com Estimated Assets: Not Indicated Estimated Debts: Not Indicated The cases of Architel, et al., are related to the existing Chapter 15 cases that are jointly administered and pending before the Honorable Kevin Gross (In re Nortel Networks Corporation, et. al., Case No. 09-10164 (KG)). These cases have been filed in support of insolvency proceedings pending before the Ontario Superior Court of Justice, (Commercial List). The Debtors seek joint administration of these cases with all other cases administered under Case No. 09-10164 (KG). ARGENTO LLC: Unsecureds To Get Full Payment in 20 Installments -------------------------------------------------------------- Argento, LLC, filed with the U.S. Bankruptcy Court for the District of Arizona a second amended disclosure statement in support of its plan of reorganization, a full-text copy of which is available at: http://bankrupt.com/misc/azb2-16-01736-73.pdf Class 6 consists of the Claim of Bellas Artes arising from the judgment entered by the Maricopa County Superior Court in Case No. CV2013-070402. The amount of the pre-petition judgment is $1,456,880. Such claim may also include additional amounts for fees incurred by Bellas Artes in connection with the appeal and collection activities. Class 7 consists of all remaining Unsecured Claims. The Debtor estimates that total claims in this class are $77,310. The holders of Allowed Class 7 Claims will receive full payment of their claims within 20 quarters following the Effective Date. Payments of $3,865 shall be made in 20 quarterly payments commencing on the last day of the quarter in which the Effective Date falls. Papagnos Marble and Granite, Inc., holds a general unsecured claim of approximately $500,000 arising from loans made during periods when the Debtor had insufficient cash flow. Payments to Papagnos Marble and Granite, Inc. shall be made after all other Class 7 claims are paid in full. Class 7 is impaired under the Plan. The Debtor is proposing to repay all Unsecured Creditor Claims within 24 months of the Effective Date and will continue to service remaining Secured Creditor Claims and the Bellas Artes claim based on the terms set forth in this Disclosure Statement and the accompanying Plan. The Plan will be funded by the Debtor’s post-petition net income and excess cash held by the Debtor on the Effective Date (which amount is estimated to be at least $300,000). About Argento Argento, LLC, is an Arizona limited liability company formed in 2006 for the purpose of acquiring and operating a commercial building located at 15770 N. Greenway-Hayden Loop, Scottsdale, Arizona 85260. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. D. Ariz. Case No. 16-01736) on Feb. 25, 2016. The petition was signed by Maria Papagno, member. The Debtor is represented by Blake D. Gunn, Esq., at the Law Office of Blake D. Gunn. The case is assigned to Judge Madeleine C. Wanslee. The Debtor disclosed total assets of $3.5 million and total debts of $3.13 million. ARITEL INC: To Surrender Property To Pay PRAPI ---------------------------------------------- Aritel, Inc., Cheneliz Convention Center, Inc., and F.C. Development, Inc., filed with the U.S. Bankruptcy Court for the District of Puerto Rico a third amended consolidated disclosure statement explaining their plans, which are substantially liquidating plans, dated Dec. 16, 2016, a full-text copy of which is available for free at http://bankrupt.com/misc/prb14-03727-11-377.pdf Class 4 unsecured claimants under Aritel/Cheneliz will be paid 5% of the allowed amount of each claim upon the liquidation of other assets including receivables and the sale of equipment from the hotel, and recovery of receivables without interest, pro-rata in quarterly basis commencing 90 days after the payment in full of Class 3 claims. The aggregate payments under this class are estimated at $33,264. Class 4 unsecured claimants under FC Development will be paid 5% of the allowed amount of each claim within 90 days after the effective date of the Plan. The aggregate payment under this class are estimated at $354. The Aritel/Cheneliz Plan will be funded by (i) cash on hand at the Effective Date; (ii) capital contributions by related parties electing payment by stock; (iii) surrender of real property in full payment to creditor PRAPI for which there is a Lift of Stay and the creditor is processing foreclosure in local Court; (iv) surrender of real property collateral for the benefit of the secured creditor; (v) collection of rent and other receivable; and (vi) sale of equipment and vehicles. The F.C. Development Plan will be funded by (i) cash on hand at the Effective Date; (ii) surrender of real property in full payment to creditor PRAPI for which there is a Lift of Stay and the creditor is processing foreclosure in local Court; and (iii) post-petition Capital distribution of CAVA for services provided to CPG Servicing and not paid on account of a corporate guaranty provided by CAVA to F.C. Development. Aritel, Inc., Cheneliz Convention Center, Inc., and F.C. Development, Inc., sought protection under Chapter 11 of the Bankruptcy Code on May 6, 2014. The cases are jointly administered under Case No. 14-03727 (Bankr. D.P.R.). Aritel/Cheneliz's assets as of May 6, 2014, totaled $3,781,403, while FC Development's assets of as May 6, 2014, totaled $1,095,258. The petition was signed by Franco Caban Valentin, president. A list of Aritel's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/prb14-03727.pdf ASTORIA FINANCIAL: Moody's Confirms Ba2 Preferred Stock Rating -------------------------------------------------------------- Moody's Investors Service confirmed the ratings of Astoria Financial Corporation and its lead bank subsidiary, Astoria Bank (collectively Astoria). The ratings of Astoria Financial Corporation that were confirmed include its senior unsecured and issuer ratings of Baa3 and its non-cumulative preferred stock rating of Ba2(hyb). The ratings and assessments of Astoria Bank that were confirmed include its long- and short-term bank deposit ratings of A3 and Prime-2, respectively, its issuer rating of Baa3, its standalone baseline credit assessment (BCA) and adjusted BCA of baa2, and its long-term Counterparty Risk (CR) Assessment of Baa1(cr). Astoria Bank's Prime-2(cr) short-term CR Assessment was affirmed. Following actions, Astoria's rating outlook is negative. Moody's said actions follow Astoria's announcement on 20 December 2016 that it and New York Community Bancorp, Inc. (NYCB, issuer Baa2) had mutually agreed to terminate their merger agreement as of 1 January 2017. The actions end the review for upgrade on Astoria's ratings and assessments initiated on 29 October 2015 following the announcement by NYCB that it had agreed to acquire Astoria. RATINGS RATIONALE Astoria's rating confirmation was prompted by the termination of the merger agreement with NYCB. Consequently, the review for upgrade is no longer warranted, said Moody's. Moody's confirmed Astoria's baa2 standalone BCA because of the bank's strong capitalization and sound asset risk, which offset its inferior profitability and liquidity ratios relative to similarly rated peers. Regarding capitalization, Astoria's capital ratios have continued to improve since the 2008-09 financial crisis and are superior to those of similarly rated peers, reflecting the bank's conservative payout ratio and balance sheet contraction. The company disclosed a common equity tier 1 risk-based capital ratio of 17.58% at 30 September 2016, which is high on an absolute basis. Regarding asset risk, Astoria's comparatively low credit costs during and since the financial crisis reflect the bank's conservative underwriting and risk management practices, which Moody's expects to remain in place. Astoria's inferior profitability relative to peers is a consequence of protracted low interest rates and a shrinking balance sheet, the latter driven by a decline in Astoria's residential mortgage portfolio -- primarily jumbo (non-conforming) hybrid adjustable-rate mortgages (ARMs) -- its primary business historically. Moody's expect this portfolio to decline further as a meaningful increase in interest rates is unlikely, continuing to making the bank's jumbo hybrid ARMs less attractive than 30-year fixed rate mortgages. Regarding liquidity, Astoria's core deposits/average gross loans ratio remains one of the lowest among peers, despite a gradually-improving deposit mix driven by CD run-off and new business banking deposits. Despite Astoria's sound balance sheet profile, Moody's has assigned a negative rating outlook to Astoria to reflect the bank's ongoing strategic challenges. These challenges include management's ability to refocus the bank on being an independent company, execution risk in the ongoing expansion of the bank's commercial banking segments in a highly competitive market (especially New York City multifamily lending), and improving profitability and/or increasing leverage in order to boost its currently low return on equity. FACTORS THAT COULD LEAD TO AN UPGRADE Astoria's outlook could return to stable or positive rating pressure could emerge if profitability and liquidity metrics improve, if the residential mortgage portfolio stabilizes, and if asset quality and capital metrics remain stable. FACTORS THAT COULD LEAD TO A DOWNGRADE To the extent that Astoria's strategic challenges persist, its comparative credit standing may weaken, which would add to the pressure on its ratings. Downward pressure could also emerge if the bank's profitability or liquidity metrics weaken further. The principal methodology used in these ratings was Banks published in January 2016. Astoria Financial Corporation, a bank holding company headquartered in Lake Success, New York, reported $14.8 billion in total assets as of 30 September 2016. The following ratings/assessments were confirmed: Issuer: Astoria Financial Corporation - Senior Unsecured Debt, at Baa3, negative - Issuer Rating, at Baa3, negative - Preferred Stock Non-cumulative, at Ba2 (hyb) - Outlook, Changed To Negative From Rating Under Review Issuer: Astoria Bank - Long-term Deposits, at A3, negative - Short-term Deposits, at P-2 - Issuer Rating, at Baa3, negative - Baseline Credit Assessment, at baa2 - Adjusted Baseline Credit Assessment, at baa2 - Long-term Counterparty Risk Assessment, at Baa1(cr) - Outlook, Changed To Negative From Rating Under Review The following assessment was affirmed: Issuer: Astoria Bank - Short-term Counterparty Risk Assessment, P-2(cr) BASIC FOOD: Noah Bank Says Exit Plan 'Unconfirmable' ---------------------------------------------------- Noah Bank has criticized the plan proposed by Basic Food Group, LLC, to exit Chapter 11 protection, saying it cannot be confirmed. In a filing with the U.S. Bankruptcy Court for the Southern District of New York, the bank said the restructuring plan cannot be confirmed because it mischaracterizes certain classes of creditors as "not impaired" when they are impaired. Noah Bank also complained that it will not get anything on account of its claims against the company under the proposed plan. Basic Food Group's schedules list the bank's Class 1 secured claim as $299,132, which the plan proposes to reduce to $143,132. Meanwhile, the company's schedules list the bank's Class 3 unsecured claim as $900,868. Noah Bank is represented by: Robert J. Basil, Esq. The Basil Law Group, P.C. 1270 Broadway, Suite 305 New York NY 10001 Phone: (917) 512-3066 Email: robertjbasil@rjbasil.com About Basic Food Basic Food Group, LLC, dba Zeytinz, is a deli/cafe headquartered in New York, New York. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 15-10892) on April 10, 2015, listing $3.29 million in total assets and $1.5 million in total liabilities. The petition was signed by Jaeho Lee, president. Judge James L. Garrity Jr. presides over the case. Rosemarie E. Matera, Esq., at Kurtzman Matera, PC, serves as the Debtor's bankruptcy counsel. BERTELLI REALTY: Case Summary & 8 Unsecured Creditors ----------------------------------------------------- Debtor: Bertelli Realty Group, Inc. 160 Chapin Road Hampden, MA 01036 Case No.: 16-31081 Nature of Business: Single Asset Real Estate Chapter 11 Petition Date: December 21, 2016 Court: United States Bankruptcy Court District of Massachusetts (Springfield) Debtor's Counsel: Louis S. Robin, Esq. LAW OFFICES OF LOUIS S. ROBIN 1200 Converse Street Longmeadow, MA 01106 Tel: (413) 567-3131 E-mail: louis.robin.bankruptcyECF@gmail.com louis.robin@prodigy.net Total Assets: $1.80 million Total Liabilities: $585,088 The petition was signed by Brent J. Bertelli, president. A copy of the Debtor's list of eight unsecured creditors is available for free at http://bankrupt.com/misc/mab16-31081.pdf BROADCOM LTD: S&P Affirms 'BB+' Rating on Unsecured Notes --------------------------------------------------------- S&P Global Ratings said that it has reviewed its recovery and issue-level ratings for Broadcom Ltd. 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. As a result, S&P is lowering its ratings on Broadcom's first-lien debt to 'BBB-' from 'BBB' and affirmed S&P's 'BB+' issue ratings on the unsecured notes. 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 Downgraded; Recovery Rating Unchanged To From BC Luxembourg S.ar.l. Avago Technologies Cayman Finance Ltd. Senior Secured BBB- BBB Recovery Rating 1 1 Affirmed; Recovery Rating Unchanged Broadcom Corp. Senior Unsecured BB+ Recovery Rating 3H C&J ENERGY: Court Confirms 2nd Amended Plan of Reorganization ------------------------------------------------------------- BankruptcyData.com reported that the U.S. Bankruptcy Court approved C&J Energy Services' Second Amended Joint Plan of Reorganization (with technical modifications). As previously reported, "The Debtors have reached a comprehensive settlement with the Committee. The material terms of the settlement are as follows: the Debtors will increase the aggregate Cash consideration paid to holders of Unsecured Claims to $33 million, which amount will be split between the Convenience Class Recovery Pool (in an amount not to exceed $2.5 million) and the Unsecured Creditor Cash Pool (in an amount not less than $30.5 million); the Debtors will divide the New Warrants into the Unsecured Creditor New Warrants (exercisable into up to 4% of the New Common Stock), which will be included in the Unsecured Creditor Recovery Pool, and the Interest Holder New Warrants (exercisable into up to 2% of the New Common Stock), which will be distributed, as applicable, to holders of Interests in C&J Energy; on the Effective Date, the Debtors and the Committee will enter into the Unsecured Creditor Agreement, which will govern certain aspects of the post-Effective Date reconciliation, objection, settlement, and distribution of General Unsecured Claims and which contemplates appointment of an Unsecured Claims Representative (that will be granted certain consultation rights and standing to object to certain Claims), all as described more fully in Article VI.F of the Plan; the Committee will agree to (a) support and take actions necessary to obtain Bankruptcy Court approval of the Plan and Disclosure Statement, (b) not object to the Debtors' senior executive incentive plan, as modified by the Debtors and the Required Supporting Creditors, and (c) abate all discovery requests and suspend all discovery efforts with respect to the Debtors, the holders of Lender Claims, and their respective representatives; and the Debtors, the Committee, and the Supporting Creditors will agree to toll the Challenge Period indefinitely, subject to certain limitations... The compromises and settlements to be implemented pursuant to the Plan preserve value by enabling the Debtors to avoid costly and time-consuming litigation with the Committee that could delay the Debtors' emergence from chapter 11." About C&J Energy C&J Energy Services -- http://www.cjenergy.com/-- is a provider of well construction, well completions, well support and other complementary oilfield services to oil and gas exploration and production companies. As one of the largest completion and production services companies in North America, C&J offers a full, vertically integrated suite of services involved in the entire life cycle of the well, including directional drilling, cementing, hydraulic fracturing, cased-hole wireline, coiled tubing, rig services, fluids management services and other special well site services. C&J operates in most of the major oil and natural gas producing regions of the continental United States and Western Canada. C&J Energy Services Ltd. and 14 of its subsidiaries each filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 16-33590) on July 20, 2016. The Debtors' cases are pending before Judge David R. Jones. The law firms Loeb & Loeb LLP, Kirkland & Ellis LLP serve as the Debtors' counsel. Fried, Frank, Harris, Shriver & Jacobson LLP acts as special corporate and tax counsel to the Debtors. Investment bank Evercore is the Debtors' financial advisor, and AlixPartners is the Debtors' restructuring advisor. Ernst & Young Inc. is the proposed information officer for the Canadian proceedings. Donlin, Recano & Company, Inc., serves as the claims, noticing and balloting agent. U.S. Trustee Judy A. Robbins appointed five creditors to serve on an Official Committee of Unsecured Creditors in the Chapter 11 case of CJ Holding Co., et al. The Committee hired Greenberg Traurig, LLP, as counsel for the Committee, Conway MacKenzie, Inc., to serve as its financial advisor, Carl Marks Advisory Group LLC as investment banker. CAESARS ENTERTAINMENT: Notifies of Covenant Breach -------------------------------------------------- BankruptcyData.com reported that according to documents filed with the SEC, Caesars Entertainment Corporation (CEC) announced that it received notice from its creditors claiming to hold a majority of the claims (the Majority Bank Creditors) under the first lien bank debt incurred by Caesars Entertainment Operating Company (CEOC), pursuant to third amended and restated credit agreement by and among CEC, CEOC, lenders party thereto and Credit Suisse AG, alleging breaches of certain covenants and obligations. The filing explains, "In particular, the Notice alleges that the PropCo First Lien Credit Agreement Documents (as defined in the Debtors' Third Amended Joint Plan of Reorganization [the 'Plan']) are materially inconsistent with the Bank RSA and unacceptable to the Majority Bank Creditors and CEOC is in breach of certain covenants relating thereto. The Notice states that pursuant to the Bank RSA, the unacceptable terms of the PropCo First Lien Credit Agreement Documents and existing covenant breaches, if not cured by 12:01 a.m. on December 24, 2016, shall give rise to 'Creditor Termination Events' (as defined in the Bank RSA) that entitle the Majority Bank Creditors to immediately terminate the Bank RSA." CEC notes that the applicable parties are currently in discussions; however, should the Bank RSA terminate, other creditors would also have the right to terminate support of the Debtors' restructuring. CEC's filing also states, "Further, as currently drafted, the Plan requires Majority Bank Creditor support in order to become effective." About Caesars Entertainment Caesars Entertainment Corp., formerly Harrah's Entertainment Inc., is one of the world's largest casino companies. Caesars casino resorts operate under the Caesars, Bally's, Flamingo, Grand Casinos, Hilton and Paris brand names. The Company has its corporate headquarters in Las Vegas. Harrah's announced its re-branding to Caesar's in mid-November 2010. In January 2015, Caesars Entertainment and subsidiary Caesars Entertainment Operating Company, Inc., announced that holders of more than 60% of claims in respect of CEOC's 11.25% senior secured notes due 2017, CEOC's 8.5% senior secured notes due 2020 and CEOC's 9% senior secured notes due 2020 have signed the Amended and Restated Restructuring Support and Forbearance Agreement, dated as of Dec. 31, 2014, among Caesars Entertainment, CEOC and the Consenting Creditors. As a result, The RSA became effective pursuant to its terms as of Jan. 9, 2015. Appaloosa Investment Limited, et al., owed $41 million on account of 10% second lien notes in the company, filed an involuntary Chapter 11 bankruptcy petition against CEOC (Bankr. D. Del. Case No. 15-10047) on Jan. 12, 2015. The bondholders are represented by Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor LLP. CEOC and 172 other affiliates -- operators of 38 gaming and resort properties in 14 U.S. states and 5 countries -- filed Chapter 11 bankruptcy petitions (Bank. N.D. Ill. Lead Case No. 15-01145) on Jan. 15, 2015. CEOC disclosed total assets of $12.3 billion and total debt of $19.8 billion as of Sept. 30, 2014. Delaware Bankruptcy Judge Kevin Gross entered a ruling that the bankruptcy proceedings will proceed in the U.S. Bankruptcy Court for the Northern District of Illinois. Kirkland & Ellis serves as the Debtors' counsel. AlixPartners is the Debtors' restructuring advisors. Prime Clerk LLC acts as the Debtors' notice and claims agent. Judge Benjamin Goldgar presides over the cases. The U.S. Trustee has appointed seven noteholders to serve in the Official Committee of Second Priority Noteholders and nine members to serve in the Official Unsecured Creditors' Committee. The U.S. Trustee appointed Richard S. Davis as Chapter 11 examiner. * * * The U.S. Bankruptcy Court for the Northern District of Illinois approved the adequacy of the disclosure statement explaining the second amended joint Chapter 11 plan of reorganization of Caesars Entertainment Operating Company Inc. and it debtor-affiliates. A hearing is set for Jan. 17, 2017, at 10:30 a.m. (prevailing Central Time) in Courtroom No. 642 in the Everett McKinley Dirksen United States Courthouse, 219 South Dearborn Street, Chicago, Illinois, to confirm the Debtors' plan. CASS PROPERTIES: U.S. Trustee Unable to Appoint Committee --------------------------------------------------------- An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of CASS Properties, LLC, as of Dec. 20, according to a court docket. About CASS Properties, LLC CASS Properties, LLC, filed a Chapter 11 bankruptcy petition (Bankr. S.D.Ala. Case No. 16-04035) on Nov. 17, 2016. Christopher Kern, Esq., serves as bankruptcy counsel. The Debtor's assets and liabilities are both below $1 million. CASTILONE GROUP: Jan. 20 Disclosure Statement Hearing ----------------------------------------------------- Judge Michael J. Kaplan of the U.S. Bankruptcy Court Western District of New York will convene a hearing on Jan. 25, 2017 at 2:00 p.m. to consider approval of The Castilone Group, LLC's second amended disclosure statement and accompanying plan of reorganization, dated Dec. 14, 2016. Jan. 20, 2017 is fixed as the last day for filing and serving written objections to the disclosure statement. Jan. 13, 2017 is fixed as the last day for filing proofs of claim in the case. About Castilone Group Headquartered in Williamsville, NY, The Castilone Group, LLC sought Chapter 11 protection (Bankr. W.D. N.Y. Case No. 16-10390) on March 2, 2016 with estimated assets in the range of $500,000 to $1 million and estimated liabilities of $1 million to $10 million. The petition was signed by Leonard L. Castilone, managing member. CEL-SCI: Receives Audit Opinion With Going Concern Explanation -------------------------------------------------------------- CEL-SCI Corporation on Dec. 20, 2016, disclosed that it has received net proceeds of $3,702,760 and expects to receive the remaining $75,000 this week from its previously announced public offering of common stock and warrants, after deducting estimated placement agent discounts and commissions and estimated offering expenses payable by the Company. Pursuant to NYSE MKT Company Guide Section 610(b) disclosure requirements, CEL-SCI disclosed that its audited financial statements for the fiscal year ended Sept. 30, 2016 included in its Form 10-K, filed with the Securities and Exchange Commission on Dec. 14, 2016, contained an audit opinion from its independent registered public accounting firm that included an explanatory paragraph related to the Company's ability to continue as a going concern. This announcement does not represent any change or amendment to the Company's financial statements or to its Annual Report on Form 10-K for the year ended September 30, 2016. About CEL-SCI Corporation The Vienna, Virginia-based CEL-SCI Corporation (NYSE MKT: CVM) is engaged in the research and development at developing the treatment of cancer and other diseases by using the immune system. The Company is focused on activating the immune system to fight cancer and infectious diseases. It operates through the segment of research and development of certain drugs and vaccines. It is focused on the development of Multikine (Leukocyte Interleukin, Injection), an investigational immunotherapy under development for treatment of certain head and neck cancers, and anal warts or cervical dysplasia in human immunodeficiency virus and human papillomavirus co-infected patients and Ligand Epitope Antigen Presentation System (L.E.A.P.S.) technology, with over two investigational therapies, LEAPS-H1N1-DC, a product candidate under development for treatment of pandemic influenza in hospitalized patients, and CEL-2000 and CEL-4000, vaccine product candidates under development for treatment of rheumatoid arthritis. CENTRAL IOWA: UnityPoint Buying All Assets for $13 Million ---------------------------------------------------------- Central Iowa Healthcare ("CIH"), formerly doing business as Marshalltown Medical Surgical Center, asks the U.S. Bankruptcy Court for the Southern District of Iowa to authorize the bidding procedures in connection with the sale of substantially all assets to UnityPoint Health – Waterloo for $12,850,000, subject to overbid. CIH is a not-for-profit corporation formed under the laws of the State of Iowa, and is tax exempt pursuant to section 501(c)(3) of the Internal Revenue Code. CIH is governed by a 14-member Board of Trustees of which two members serve on an ex-officio basis. CIH operates a community hospital in Marshalltown, Iowa, which is located between Des Moines and Cedar Rapids. CIH's 49-bed, acute care facility is the only fullservice medical center in the area. CIH provides inpatient, outpatient, emergency care, and medical clinic services for the residents of Marshall, Tama, and Grundy counties. These counties combined have a population of over 60,000 and are home to several large companies that are significant local employers. CIH is the sixth largest employer in Marshalltown. According to U.S. Census 2015 data, Marshalltown’s population is estimated at 27,620 and a median income of $50,396. Declining revenues over the past several years have placed a considerable financial strain on CIH and led to uncertainty about the hospital's ability to continue as a going concern. In Sept. 21, 2016, the CIH retained Alvarez & Marsal Healthcare Industry Group, LLC to act as financial advisor and assist CIH in certain financial, operational and reorganization efforts. As of the Petition Date, CIH has received inquiries and an offer to purchase substantially all of CIH's assets. Good-faith and arms-length negotiations have resulted in CIH executing an Asset Purchase Agreement with the Purchaser, with Purchaser designated as the stalking horse purchaser. The salient terms of the APA are: a. Purchased Assets; Substantially all assets. b. Purchaser: UnityPoint Health – Waterloo c. Seller: CIH d. Purchase Price: $12,500,000 e. Assumed Liabilities: Effective as of the close of business on the Closing Date, the Buyer will assume the Seller's obligations under each Assigned Contract. f. Closing: The closing will occur on a date not later than 5 days after the satisfaction or waiver of all conditions in Article V of the APA. g. Break Up Fee: $250,000 The Purchaser and CIH have agreed that CIH will not be required to assume and assign any executory contract or unexpired lease for which CIH must pay a cure amount as a condition to assumption and assignment. Nevertheless, a Prevailing Bidder other than Purchaser may not be similarly encumbered. Objections, if any, to the proposed assumption and assignment of the Assumed and Assigned Contracts, including, but not limited to, objections relating to the Cure Amount and/or adequate assurances of future performance, must be filed by a particular time and date to be established by the Court in the case. The sole bid protections being provided to the Purchaser is a fee and expense reimbursement of $250,000 to compensate and reimburse the Purchaser for the time, trouble and expense it has invested in the estate's marketing and sale process, in the event Purchaser is not the winning bidder. Due to the complexity of the sale and the speed with which the case has proceeded, the Break Up Fee is reasonable under the circumstances and falls well within market terms for cost and expense reimbursement in similar cases. The Debtor asks the Court to approve the Break Up Fee. To facilitate the purchase and assist CIH with the uninterrupted continuation of operations during the Bankruptcy Case, the Purchaser is providing post-petition financing to CIH ("DIP Financing Agreement"). CIH will continue its marketing efforts during the Bankruptcy Case until the Auction concludes. CIH intends to sell the Assets and believes that an orderly sale of the Assets is the best way to maximize the value of the Assets for the benefit of creditors and all parties in interest. Accordingly, Debtor asks that a hearing be held expeditiously for the Court to enter Bid Procedures Order of the proposed Auction and Bid Procedures. The salient terms of the Bid Procedures are: a. Good Faith Deposit: $1,000,000 b. Minimum Bid: $12,850,000 c. Auction: At the offices of counsel for the Debtor, Bradshaw, Fowler, Proctor & Fairgrave, P.C., 801 Grand Avenue, Suite 3700, Des Moines, Iowa. d. Minimum Overbid Increments: $250,000 in cash e. Purchaser May Credit Bid Outstanding Loan Obligations and the Break Up Fee: The Purchaser will be permitted to bid at the Auction, if any, and will be permitted to credit bid the full amount of the Break Up Fee, and the amount of then-outstanding Obligations pursuant to any Overbid in connection with each round of bidding in the Auction. f. Terms: The sale of the Assets shall be on an "as is, where is" basis without representations or warranties of any kind or nature, and free and clear of all liens, claims, encumbrances and interests. g. Expense Reimbursement: the Purchaser is entitled to the Break Up Fee. A copy of the APA and the Bid Procedures attached to the Motion is available for free at: http://bankrupt.com/misc/Central_Iowa_25_Sales.pdf CIH asks that the Court approve the Auction and Bid Procedures and Sale Notice within 14 days of the Filing Date. After approval by the Court of the Auction and Bid Procedures, and the Sale Notice at the First Hearing, CIH will send such notice to all potential purchasers of the Assets known to CIH, and if Competing Bids are received, an Auction will be held. CIH further asks that the Court, at a second hearing to be held promptly after the Auction (and if no Auction is held, within 7 days after the Bid Deadline), enter a Sale Order approving the sale of the Assets to Purchaser (or to such other party or parties that make the highest or best bid(s) at the Auction), free and clear of any and all liens, claims and encumbrances, and approving the assumption and assignment of certain executory contracts and unexpired leases to Purchaser (or to such other party or parties that make the highest or best bid(s) at the Auction), in connection with such sale. In addition, CIH asks that the Court approve a post-petition financing agreement with the winning bidder, if the winning bidder is not Purchaser. Pursuant to the Bid Procedures, alternative bidders will be required to provide a replacement financing arrangement to CIH as a condition to submitting a conforming bid, because the Purchaser will be entitled to terminate the DIP Financing Agreement and obtain payment in full on the balance owed immediately upon the Court's entry of a sale order approving the alternative bidder. Time is of the essence in approving and closing the sale, and any unnecessary delay in closing the sale could result in the collapse of the sale. Accordingly, the Court should waive the 14-day period staying any order to sell or assign property of the estate imposed by Bankruptcy Rules 6004(h) and 6006(d). Proposed General Reorganization Counsel for the Debtor: Jeffrey D. Goetz, Esq. BRADSHAW FOWLER PROCTOR BRADSHAW FOWLER PROCTOR & FAIRGRAVE, P.C. 801 Grand Avenue, Suite 3700 Des Moines, IA 50309-8004 Telephone: (515) 246-5817 Facsimile: (515) 246-5808 E-mail: goetz.jeffrey@bradshawlaw.com - and - Aaron L. Hammer, Esq. Mark S. Melickian, Esq. Michael A. Brandess, Esq. SUGAR FELSENTHAL GRAIS & HAMMER LLP 30 N. LaSalle St., Ste. 3000 Chicago, IL 60602 E-mail: ahammer@sfgh.com mmelickian@sfgh.com mbrandess@sfgh.com About Central Iowa Healthcare Central Iowa Healthcare, formerly doing business as Marshalltown Medical Surgical Center, is a not-for-profit corporation formed under the laws of the State of Iowa, and is tax exempt pursuant to section 501(c)(3) of the Internal Revenue Code. CIH is governed by a 14-member Board of Trustees of which two members serve on an ex-officio basis. CIH operates a community hospital in Marshalltown, Iowa, which is located between Des Moines and Cedar Rapids. CIH's 49-bed, acute care facility is the only fullservice medical center in the area. CIH provides inpatient, outpatient, emergency care, and medical clinic services for the residents of Marshall, Tama, and Grundy counties. These counties combined have a population of over 60,000 and are home to several large companies that are significant local employers. CIH is the sixth largest employer in Marshalltown. According to U.S. Census 2015 data, Marshalltown’s population is estimated at 27,620 and a median income of $50,396. Declining revenues over the past several years have placed a considerable financial strain on CIH and led to uncertainty about the hospital's ability to continue as a going concern. Central Iowa Healthcare sought Chapter 11 protection (Bankr. S.D. Iowa Case No. Case No. 16-02438-1) on Dec. 20, 2016. CERVANTES INC: Disclosure Statement Approved -------------------------------------------- The Hon. Stacey L. Meisel of the U.S. Bankruptcy Court for the District of New Jersey issued an order approving the disclosure statement referring to a plan of organization filed by Cervantes Inc. The hearing on confirmation of Debtors' Plan is fixed for Feb. 14, 2017 at 2:30 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 confirmation of the plan. About Cervantes, Inc. Cervantes, Inc., filed a Chapter 11 bankruptcy petition (Bankr. D.N.J. Case No. 15-29040) on Oct. 8, 2015. Hon. Stacey L. Meisel presides over the case. Trenk, Dipasquale, Delia Fera & Sodono, PC represents the Debtor as counsel. In its petition, the Debtor estimated $0 to $50,000 in assets and $1 million to $10 million in liabilities. The petition was signed by Hector Alvarez, president. CHC GROUP: Unsecureds To Get 11.6% of New Membership Interests -------------------------------------------------------------- CHC Group Ltd. and affiliates filed with the U.S. Bankruptcy Court for the Northern District of Texas a revised proposed disclosure statement explaining their second amended joint chapter 11 plan of reorganization. In connection with the Plan, Reorganized CHC will issue up to $37.5 million of New Unsecured Notes, with a seven-year maturity and an interest rate of 5.0% payable in kind until the earlier of the maturity or conversion of all of the New Second Lien Convertible Notes and thereafter payable in Cash. The New Unsecured Notes, less the amount of the Convenience Claim Distribution Amount, will be distributed to holders of General Unsecured Claims. Under the Second Amended Plan, all holders of Allowed General Unsecured Claims will receive a share of (i) 11.6% of the New Membership Interests, prior to dilution on account of the New Second Lien Convertible Notes and the Management Incentive Plan (which equates to 1.7% of the New Membership Interests, after dilution on account of the New Second Lien Convertible Notes (as if the New Second Lien Convertible Notes converted on the Effective Date), but prior to dilution on account of the Management Incentive Plan) and (ii) up to $37.5 million in New Unsecured Notes, less the amount of the Convenience Claim Distribution Amount. Under the First Amended Plan, Class 7 General Unsecured Claims are impaired under the Plan. Each holder of an allowed General Unsecured Claim against the Debtors will receive, in full and final satisfaction and discharge of the holder's rights with respect to and under allowed general unsecured claim, and, in accordance with the restructuring transactions: (i) on account of its allowed primary general unsecured claim, its pro rata share of the primary general unsecured claims distribution, plus (ii) on account of any allowed secondary general unsecured claim against one or more secondary recovery debtors, if applicable, its pro rata share of the secondary general unsecured claims distribution allocated to the applicable secondary recovery debtor against which it holds an allowed secondary general unsecured claim. For the avoidance of doubt, if a holder of allowed general unsecured claims holds an allowed secondary general unsecured claim against any debtor that is not a secondary recovery debtor, the holder will not receive any additional recoveries on account of the claims. Holders of Class 7 Claims will recover 1.8% on account of allowed primary general unsecured claims plus 0.1% to 1.2% on account of allowed secondary general unsecured claims. A full-text copy of the Second Amended Disclosure Statement is available at: http://bankrupt.com/misc/txnb16-31854-11-1372.pdf A full-text copy of the First Amended Disclosure Statement is available at: http://bankrupt.com/misc/txnb16-31854-1286.pdf About CHC Group Ltd. Headquartered in Irving, Texas, CHC Group Ltd. (OTC PINK: HELIQ) 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. CHEDDAR'S CASUAL: Moody's Affirms B3 Corporate Family Rating ------------------------------------------------------------ Moody's Investors Service assigned ratings to Cheddar's Casual Cafe, Inc.'s revised capital structure including a B1 to the company's $265 million first lien bank facility and a Caa2 to its $105 million second lien term loan. At the same time Moody's affirmed the company's B3 Corporate Family Rating (CFR) and B3-PD Probability of Default Rating. The B3 assigned to Cheddar's previously announced senior secured bank facility was withdrawn as the instruments were never issued. The rating outlook remains stable. Cheddar's now plans to raise a $265 million first lien bank facility -- made up of a $35 million 5-year senior secured revolver and $230 million 5-year senior secured term loan A -- and a $105 million senior secured second lien 6-year term loan. The proceeds of the term loans will be used to acquire 44 Cheddar's restaurants from its largest franchisee, refinance $116 million of existing debt and pay fees and expenses. The changes to the new facility include, among other things: 1) higher total interest due to the introduction of second lien debt, and 2) the establishment of first lien leverage, total net leverage and interest coverage financial maintenance covenants -- the previous deal was covenant lite with only a springing leverage covenant on the revolver. "Cheddar's revised plan does not increase total leverage and modestly decreases interest coverage," stated Peter Trombetta, an AVP-Analyst at Moody's. "The transaction will bring 44 franchised restaurants back under management's control which will help the company maintain quality and consistency across those restaurants -- an important aspect for restaurants in the casual dining segment," added Trombetta. The following rating actions were taken: Assignments: -- Issuer: Cheddar's Casual Cafe, Inc. $35 million senior secured first lien 5-year revolver, assigned at B1 (LGD3) $230 million senior secured first lien 5-year term loan A, assigned at B1 (LGD3) $105 million senior secured second lien 6-year term loan, assigned at Caa2 (LGD5) Affirmations: -- Issuer: Cheddar's Casual Cafe, Inc. Corporate Family Rating, affirmed at B3 Probability of Default Rating, affirmed at B3-PD Withdrawals: -- Issuer: Cheddar's Casual Cafe, Inc. $35 million senior secured first lien 5-year revolver, withdrawn, previously rated at B3 (LGD3) $335 million senior secured first lien 7-year term loan B, withdrawn, previously rated at B3 (LGD3) Outlook Action: -- Issuer: Cheddar's Casual Cafe, Inc. Outlook, maintained at Stable RATINGS RATIONALE The B3 Corporate Family Rating reflects Cheddar's small number of stores (165 restaurants company owned and franchised) and geographic concentration which exposes the company to greater risks than a larger more geographically diverse restaurant company. The rating also reflects the company's high leverage -- expected to be about 5.6x at the end of 2017 -- given its small scale and modest operating margins relative to rated peers. Improvement in the company's metrics over the next 12 to 18 months is dependent upon successful integration of the acquired restaurants, which carries some risk. Positive rating considerations include the benefits of the acquisition of the franchised restaurants, its differentiated positioning as a casual dining chain with made from scratch food at a reasonable price and stable private equity ownership -- the company has been owned by two private equity firms since 2006. Under this ownership structure, the company has made only one dividend since 2006 -- about $50 million -- and Moody's expect this level of prudent financial policy will continue. The stable outlook reflects Moody's expectation that the company will be able to successfully integrate the acquired restaurants and continue to improve its margins enabling the company to achieve debt/EBITDA and EBIT/interest expense of about 5.6x and 1.4x, respectively by the end of 2017. Cheddar's has good liquidity. Moody's expect the company will be able to fund its debt service needs, maintenance and growth capex, and mandatory amortization through internal cash sources over the next 12 to 18 months. The company is not expected to utilize the $35 million revolver. The company will be subject to first lien leverage, total net leverage and interest coverage financial maintenance covenants. Moody's expects the company will maintain adequate cushion under the covenants. There are limited sources of alternate liquidity as the company leases most of the land its restaurants are located on. The B1 rating on the first lien bank facility -- two notches above the Corporate Family Rating -- reflects its priority above the $105 million second lien debt. The Caa2 rating on the second lien term loan reflects its junior priority behind the $280 million first lien debt ahead of it in the capital structure. Ratings could be upgraded if debt/EBITDA were sustained below 5.5x and EBIT/interest improved to above 2.0x. Any ratings upgrade would also require the company maintain at least adequate liquidity. Ratings could be downgraded if debt/EBITDA were to approach 6.5x or if the company's liquidity deteriorated. Cheddar's Casual Cafe, Inc., based in Irving, TX, owns, operates and franchises Cheddar's restaurants. Pro forma for its announced agreement to purchase 44 restaurants from its largest franchisee, the company owns and operates 139 Cheddar's and franchises 25 more. Cheddar's has been owned by two private equity firms since 2006. The company generates pro forma annual revenue of approximately $620 million. The principal methodology used in these ratings was Restaurant Industry published in September 2015. CLAYTON WILLIAMS: Closes Sale of Giddings Area Assets for $400M --------------------------------------------------------------- Clayton Williams Energy, Inc., has closed its previously announced transaction to sell all of the Company's assets in the Giddings Area in East Central Texas for $400 million, before closing adjustments. The Company expects to use the proceeds from the sale to fund development in the Delaware Basin and to repay a portion of its outstanding indebtedness. About Clayton Williams Midland, Texas-based Clayton Williams Energy, Inc. is an independent oil and gas company engaged in the exploration for and production of oil and natural gas primarily in Texas and New Mexico. On Dec. 31, 2015, the Company's estimated proved reserves were 46,569 MBOE, of which 78% were proved developed. The Company's portfolio of oil and natural gas reserves is weighted in favor of oil, with approximately 83% of its proved reserves at Dec. 31, 2015, consisting of oil and natural gas liquids and approximately 17% consisting of natural gas. During 2015, the Company added proved reserves of 3,542 MBOE through extensions and discoveries, had downward revisions of 26,158 MBOE and had sales of minerals-in-place of 472 MBOE. The Company also had average net production of 15.8 MBOE per day in 2015, which implies a reserve life of approximately 8.1 years. Clayton Williams reported a net loss of $98.2 million in 2015 following net income of $43.9 million in 2014. As of Sept. 30, 2016, Clayton Williams had $1.43 billion in total assets, $1.25 billion in total liabilities and $182.8 million in stockholders' equity. * * * As reported by the TCR on Aug. 2, 2016, S&P Global Ratings affirmed its 'CCC+' corporate credit rating on Clayton Williams Energy. The ratings reflect S&P's assessment that the company's debt leverage is unsustainable, debt to EBITDA expected to average above 15x over the next three years. The ratings also reflect S&P's assessment of liquidity as adequate. CLEAR CHANNEL: Moody's Affirms B3 CFR; Changes Outlook to Negative ------------------------------------------------------------------ Moody's Investors Service changed the outlook for Clear Channel Worldwide Holdings, Inc. (CCW) to negative from stable. The existing ratings, including the B3 corporate family rating (CFR), B2 senior note, and Caa1 senior subordinate note were affirmed. The change in outlook to negative from stable is due to the increase in leverage to 8.7x as of Q3 2016 (pro-forma for the 2016 asset sales, but excluding Moody's standard lease adjustment) and the continuing strength of the US$ which is expected to negatively impact reported results in the near term. Leverage has increased over one full turn since Moody's downgraded the ratings in December 2015 from 7.6x as of Q3 2015 (pro-forma for the CCI BV note). Also reflected in the outlook is the potential for additional asset sales that could lead to another dividend to shareholders or the upstream of cash flow to iHeartCommunications, Inc. (iHeart) through its corporate service agreement. Summary of Rating Actions: Issuer: Clear Channel Worldwide Holdings, Inc. Corporate Family Rating affirmed at B3 Probability of Default Rating affirmed at B2-PD Speculative Grade Liquidity Rating affirmed as SGL-3 $735.75 million Series A Gtd Senior notes due 2022 affirmed at B2 (LGD3) $1,989.25 million Series B Gtd Senior notes due 2022 affirmed at B2 (LGD3) $275 million Series A Gtd Senior Subordinated notes due 2020 affirmed at Caa1 (LGD6) $1,925 million Series B Gtd Senior Subordinated notes due 2020 affirmed at Caa1 (LGD6) Outlook Stable changed to Negative from Stable Issuer: Clear Channel International B.V. $225 million Gtd Senior notes due 2020 affirmed at B2 (LGD3) Outlook Stable changed to Negative from Stable RATINGS RATIONALE CCW's B3 CFR primarily reflects CCOH's very high leverage of 8.7x as of Q3 2016 (pro-forma for 2016 asset sales, but excluding Moody's standard lease adjustment) as well as the upstream or dividend to equity holders of free cash flow to service iHeart's significant debt levels. Given iHeart's reliance on CCOH's cash flow to service a substantial portion of its debt, CCOH's credit ratings are constrained by the weak credit conditions at the parent company. The dependence by iHeart is partially offset by the absence of guarantees between CCOH and iHeart, effectively relieving CCOH of recourse against its assets by lenders to the parent company and allows for an up-notching of CCW's CFR rating by two notches to B3 from iHeart's Caa2. In time, additional asset sales to support iHeart's capital structure could reduce CCOH's EBITDA and increase leverage further. The company's debt is also denominated in US dollars and is not hedged while a significant part of its operations are denominated in foreign currencies. The strength of the US$ compared to several international currencies has negatively impacted its reported results which is expected to continue in the near term. The rating is supported by the strength of its high margin Americas division and from its diverse international operations which cause CCOH to be one of the largest outdoor advertising companies in the world. The rating also receives support from the conversion of traditional billboards to digital which Moody's expect will lead to higher revenue and EBITDA margins over time. Compared to other traditional media outlets, outdoor advertising is not likely to suffer from disintermediation and benefits from restrictions on the supply of additional billboards (particularly in the US) which helps support advertising rates and high asset valuations. CCOH's liquidity profile is expected to be adequate as indicated by its Speculative Grade Liquidity Rating of SGL-3. The cash balance was $394 million as of Q3 2016 and the company has a $75 million revolving facility due 2018 ($54 million of letters of credit issued, which reduces its availability). The sale of its Australian joint venture stake in October 2016 led to additional cash proceeds of $204 million. Interest coverage (excluding Moody's standard adjustments and net of interest received from iHeart on its revolving promissory note) is expected to be 2x pro-forma for 2016 asset sales. Moody's anticipates that the company will generate free cash flow after funding debt service and capital expenditures; however, CCOH will likely continue to pay out dividends to equity holders or lend excess cash flow to iHeart through the revolving promissory note. The amount due CCOH from iHeart was $770 million as of Q3 2016 which is payable on demand and matures in December 2017 (although the maturity date can be extended). Moody's expect the amount due to generally remain below $1.15 billion (given current ownership and shares outstanding) as balances at approximately that level would likely lead to a demand for a paydown and a subsequent dividend to all shareholders (iHeart would receive approximately 90% given their ownership position). The company benefits from the absence of any material debt maturities until 2020. The negative outlook reflects Moody's expectation that revenue and EBITDA will be adversely impacted by foreign exchange rates in the near term, although performance on a constant currency basis will increase in the low single digits. The currency headwinds are likely to prevent any material improvement in the company's very high leverage level and additional asset sales to help service iHeart's capital structure are possible which would increase leverage further. CCW's corporate family rating is not likely to experience upward rating pressure due to negative outlook and the very high leverage at the company and iHeart. The dividend or sweep of CCOH's residual free cash flow to service the parent's debt and the potential for additional asset sales will also limit credit improvement. However, a reduction of iHeart's leverage to a more sustainable level would reduce the likelihood of additional asset sales or debt at CCOH. If that would occur and leverage declined to the 8x range, the outlook could be changed to stable. The rating would be downgraded if it increasingly appeared likely that iHeart might default on its debt structure due to economic weakness, poor operating performance, or secular pressure. A deterioration of liquidity and interest coverage at CCOH that increased the possibility of default at CCOH would also lead to a downgrade as could additional asset sales or economic weakness that increased leverage above current levels. The principal methodology used in these ratings was Global Broadcast and Advertising Related Industries published in May 2012. Clear Channel Worldwide Holdings, Inc. (CCW) is an intermediate holding company which houses the assets of the international outdoor advertising operating segment of Clear Channel Outdoor Holdings, Inc. ("CCOH"). Headquartered in San Antonio, Texas, CCOH is a leading global outdoor advertising company that generates LTM revenues of approximately $2.7 billion as of Q3 2016 and operates in over 40 countries. iHeartCommunications, Inc. (iHeart) owns about 90% of CCOH and controls 99% of the voting power. CONCORDIA INTERNATIONAL: Pays EUR 72-Mil. Installment to Cinven --------------------------------------------------------------- Concordia International Corp. announced it has paid the first installment of its earn-out to Cinven relating to Concordia's October 2015 acquisition of Amdipharm Mercury Limited. All financial references below are in U.S. dollars unless otherwise noted. The EUR 72 million was paid with cash on hand generated by the Company's cash flows. Following such payment, the Company has a cash balance of approximately $410 million. The Company also has up to an additional $200 million available under its undrawn revolving credit facility, subject to compliance with certain debt incurrence covenants if drawn upon. The Company believes that it has access to sufficient liquidity to meet all of its near term financial obligations, as it continues to focus on developing a new long term strategic plan. "A few weeks into my new role as CEO, and having met the majority of our employees, key shareholders and debtholders, I am looking forward to working with our senior management team and board of directors to chart a path forward that will help us rebuild value for all stakeholders," stated Mr. Oberman. "This plan will focus on management's key priorities for the Company, which include operational excellence, portfolio expansion, financial management and stakeholder outreach. We are working to execute on each of these priorities, and in furtherance of our focus on operational excellence, we have recently implemented the termination of the Company's phase 3 trial for Photodynamic Therapy with Photofrin and the elimination of the Company's contract sales force in the first phase of this plan. We look forward to providing a progress update during our regular year-end reporting, anticipated in March 2017." Termination of the Company's Phase 3 Trial for Photodynamic Therapy with Photofrin The Company continues to market Photodynamic Therapy (PDT) with Photofrin for its FDA-approved indications, which include esophageal cancer, high-grade dysplasia in Barrett's esophagus and non-small cell lung cancer. However, after careful consideration, Concordia has decided to terminate enrollment for its phase 3 trial, which is evaluating PDT with Photofrin as a potential treatment for cholangiocarcinoma, a rare form of cancer. Patients currently enrolled in the phase 3 trial will continue through to completion. The decision to end the trial does not diminish management's confidence in PDT with Photofrin's potential as a commercial product. Rather, it is reflective of some of the challenges the Company experienced enrolling the trial for a rare disease that affects a relatively small patient population. The Company intends to redirect its resources to other potential PDT with Photofrin opportunities. Elimination of Contract Sales Team As part of the Company's ongoing evaluation of its business, Concordia has decided to further reduce expenses by terminating its current contract sales team that was promoting Donnatal. Donnatal is a commercial therapy prescribed to treat irritable bowel syndrome. The Company believes it has allocated the appropriate amount of time to assess the impact of its contract sales force on Donnatal sales and concluded that the results were not in line with expectations. Management expects Donnatal to remain an important product for Concordia and intends to evaluate new cost-effective opportunities to market the product, including co-promotion arrangements. Nasdaq Biotech Index In addition, the Company announced it will be removed from the Nasdaq Biotech Index (NBI) effective prior to the market open on Dec. 19, 2016. On an annual basis, Nasdaq re-ranks the NBI based on market capitalization parameters that Concordia currently does not meet. About Concordia Concordia is a diverse, international specialty pharmaceutical company focused on generic and legacy pharmaceutical products and orphan drugs. The Company has an international footprint with sales in more than 100 countries, and has a diversified portfolio of more than 200 established, off-patent molecules that make up more than 1,300 SKUs. Concordia also markets orphan drugs through its Orphan Drugs Division, consisting of Photofrin for the treatment of certain rare forms of cancer. Concordia operates out of facilities in Oakville, Ontario and, through its subsidiaries, operates out of facilities in Bridgetown, Barbados; London, England and Mumbai, India. As of Sept. 30, 2016, Concordia had US$4.22 billion in total assets, US$3.92 billion in total liabilities and US$301.04 million in total shareholders' equity. * * * As reported by the TCR on Nov. 17, 2016, Moody's Investors Service downgraded the ratings of Concordia International Corp. including the Corporate Family Rating to 'Caa1' from 'B3' and the Probability of Default Rating to 'Caa1-PD' from 'B3-PD'. "The downgrade follows continued weakness in the business, an uncertain competitive environment, and an unclear and challenging path towards deleveraging," said Jessica Gladstone, Moody's senior vice president. CONDADO RESTAURANT: Disclosure Statement Hearing Set for Feb. 1 --------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Puerto Rico is set to hold a hearing on Feb. 1, at 2:00 p.m., to consider approval of the disclosure statement explaining the Chapter 11 plan of reorganization of Condado Restaurant Group Inc. and Restaurant Associates of Puerto Rico, Inc. The hearing will take place at the Jose V. Toledo Federal Building and U.S. Courthouse, Courtroom No. 1, Second Floor, 300 Recinto, Sur, Old San Juan, Puerto Rico. Objections must be filed not less than 14 days prior to the hearing. The restructuring plan proposes to pay general unsecured creditors 75% of their allowed claims. 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. CORNERSTONE TOWER: Files Supplemental Disclosure Statement ---------------------------------------------------------- Cornerstone Tower Service, Inc., filed with the U.S. Bankruptcy Court for the District of Nebraska a supplemental disclosure statement to its disclosure statement filed on Nov. 9, 2016. Attached in the supplement are a detailed breakdown of the payments made by Debtor in the 90 day preference period and a Liquidation Analysis. A full-text copy of the supplemental disclosure statement is available at: http://bankrupt.com/misc/neb16-40787-167.pdf Headquartered in Grand Island, Nebraska, Cornerstone Tower Service, Inc., filed for Chapter 11 bankruptcy protection (Bankr. D. Neb. Case No. 16-40787) on May 13, 2016, estimating its assets at between $1 million and $10 million and liabilities at between $1 billion and $10 billion. The petition was signed by James Scheer, president. Judge Thomas L. Saladino presides over the case. John C. Hahn, Esq., at Jeffrey, Hahn, Hemmerling & Zimmerman serves as the Debtor's bankruptcy counsel. On June 20, 2016, the U.S. Trustee for the District of Nebraska appointed the Committee of Unsecured Creditors. On Aug. 24, 2016, the U.S. Trustee filed an Amended Committee appointment. The Committee currently consists of three members. The Committee hired Koley Jessen, P.C., L.L.O., as its legal counsel. CORRECT CARE: Moody's Lowers Corporate Family Rating to Caa2 ------------------------------------------------------------ Moody's Investors Service downgraded Correct Care Solutions Group Holdings, LLC's Corporate Family Rating by one notch, to Caa2 from Caa1, its Probability of Default Rating to Caa2-PD from Caa1-PD, and its senior secured first lien bank credit facility ratings to Caa1 from B3. At the same time, Moody's affirmed the company's senior secured second lien term loan rating of Caa3. The rating outlook is negative. The rating action reflects the company's continued operating performance weakness, attributable to rising pharmacy costs, higher offsite expenses and contract labor and recruiting costs. The company is also incurring higher costs associated with upgrading its accounting and financial staff in support of remediation efforts to address material internal control weaknesses and deficiencies. The downgrade also reflects Moody's concerns related to the company's weak liquidity profile. Despite modestly positive free cash flow during the first nine months of 2016, the company's liquidity is constrained by minimal availability under its revolving credit facility and minimal cushion under the company's financial covenants, due to earnings volatility and approaching step-downs. In the absence of material improvement in operating performance, Moody's expects that a waiver or an amendment will be required over the next twelve months. Additionally, Moody's has concerns about the sustainability of the company's capital structure given its significant debt load and related interest burden. Following is a summary of Moody's rating actions: Correct Care Solutions Group Holdings, LLC: Ratings downgraded: Corporate Family Rating to Caa2 from Caa1 Probability of Default Rating to Caa2-PD from Caa1-PD Senior secured first lien credit facilities, to Caa1 (LGD 3) from B3 (LGD 3) Ratings affirmed: Senior secured second lien term loan, at Caa3 (LGD 5) The rating outlook is negative. RATINGS RATIONALE CCS' Caa2 Corporate Family Rating reflects the company's very high financial leverage, modest interest coverage, and business risks associated with operating within the challenging correctional healthcare segment. In addition, the ratings reflect operating headwinds and margin compression due to rising pharmacy costs, higher offsite expenses and contract labor and recruiting costs. Further constraining the rating are liquidity concerns related to the company's modest cash flow and weak cushion under the company's credit facility financial maintenance covenants. Moody's expects that while the company's earnings will modestly improve due to new business wins and cost cutting initiatives, financial leverage will likely remain very high and interest coverage will remain weak over the next 12 to 18 months, creating a high degree of uncertainty that the company can sustain its existing capital structure. The ratings are supported by CCS's solid scale and market presence, good diversity across customers and geographies, and strong market position in the more attractive jails segment (as opposed to state or federal prisons). Moody's expect the company to realize significant cost savings over the next twelve months, as well as earnings from recent contract wins. The business is characterized by minimal bad debt expense and modest capital investment needs. The negative rating outlook reflects Moody's expectation that credit metrics will remain weak, and that the company will face challenges in obtaining a waiver or an amendment over the next few quarters if the company fails to remain in compliance with financial covenants. The ratings could be upgraded if the company exhibits growth in EBITDA from new contract opportunities or repays debt such that adjusted debt to EBITDA is sustained below 7 times, free cash flow to debt is sustained above 3%, and liquidity materially improves. The ratings could be downgraded if operating performance deteriorates further, or if the company breaches a covenant and cannot obtain a waiver. The ratings could also be downgraded if the company experiences a loss of key contract resulting in further erosion of credit metrics. The principal methodology used in these ratings was "Business and Consumer Service Industry" published in October 2016. Based in Nashville, Tennessee, Correct Care Solutions Group Holdings, LLC's is a leading provider of contract healthcare services (including medical, dental, and behavioral health services) to patients in correctional facilities owned or operated by state and local governments, as well as private institutions. CCS operates through its primary subsidiaries, Correct Care Solutions, LLC and Jessamine Healthcare, Inc., the parent company of Correctional Healthcare Companies, Inc. The company is privately-owned by affiliates of Audax Private Equity, Frazier Healthcare, affiliates of GTCR, and management, and generates annualized revenues of approximately $1 billion. CUNNINGHAM LINDSEY: Moody's Confirms B3 CFR; Negative Outlook ------------------------------------------------------------- Moody's Investors Service has confirmed the B3 corporate family rating of Cunningham Lindsey U.S. Inc. (Cunningham Lindsey) following the company's agreement to amend and extend its revolving credit facility. The amendment provides relief under the net leverage covenant and extends the maturity on $62.5 million of the $100 million facility to January 2019 from December 2017. The remaining portion of the facility will mature as originally scheduled in December 2017. The rating agency has also confirmed the ratings on Cunningham Lindsey's credit facilities (see list below). This concludes a review for downgrade initiated on 25 February 2016. Moody's has assigned a negative rating outlook based on the company's negative, albeit improving, free cash flow, its limited borrowing capacity under the revolving credit facility, and its need to repay a portion of the revolver in December 2017. RATINGS RATIONALE The rating confirmation reflects Cunningham Lindsey's strong market presence in complex claims management, where it serves a broad range of insurance carriers and self-insured entities across multiple jurisdictions. The company has embarked on a business transformation over the past couple of years in response to declining revenues and EBITDA. Key steps include changes to the senior management team, better diversification of the business across insurance loss adjusting, claims management and other risk management services, investments in a common and more efficient operating model, and reductions in the overall cost structure. Expenditures related to the transformation have led to negative free cash flow for Cunningham Lindsey in 2015 and for the 12 months through September 2016. However, revenues, EBITDA and cash flows have started to recover in recent quarters, and Moody's expects further improvement in the year ahead. The rating agency believes the amended credit agreement gives the company leeway to complete its transformation, generate liquidity and gradually reduce its revolver borrowings (about $92 million currently outstanding), including the partial repayment due in December 2017. The company held cash and equivalents of $34 million as of 30 September 2016. Moody's estimates that Cunningham Lindsey had a pro forma debt-to-EBITDA ratio in the range of 7.5x-8x for the 12 months through September 2016 after giving effect to standard accounting adjustments plus other adjustments for costs that the rating agency views as non-recurring. The company's (EBITDA - capex) interest coverage on this basis was in the range of 1.2x-1.5x. Such leverage is high for Cunningham Lindsey's rating category, but Moody's expects it to decline over the next few quarters as the company grows EBITDA. Factors that could lead to a stable rating outlook for Cunningham Lindsey include: (i) debt-to-EBITDA ratio below 7.5x, (ii) (EBITDA - capex) coverage of interest consistently exceeding 1.2x, and (iii) free-cash-flow-to-debt ratio exceeding 2%. Factors that could lead to a rating downgrade include: (i) debt-to-EBITDA ratio remaining above 7.5x for a sustained period, (ii) (EBITDA - capex) coverage of interest below 1.2x, or (iii) free-cash-flow-to-debt ratio remaining below 2%. Moody's has confirmed the following ratings (and loss given default (LGD) assessments): Corporate family rating at B3; Probability of default rating at B3-PD; $37.5 million (reduced from $100 million) first-lien revolving credit facility maturing in December 2017 at B2 (LGD3); $481 million first-lien term loan maturing in December 2019 at B2 (LGD3); $86 million second-lien term loan maturing in June 2020 at Caa2 (LGD6). Moody's has assigned the following rating to the extended portion of the revolving credit facility: $62.5 million first-lien revolving credit facility maturing in January 2019 at B2 (LGD3). The rating outlook for Cunningham Lindsey has been changed to negative from rating under review. The principal methodology used in these ratings was Insurance Brokers and Service Companies published in December 2015. Based in Tampa, Florida, Cunningham Lindsey is a leading global provider of insurance loss adjusting, claims management and other risk management services to insurance and reinsurance companies, insurance syndicates, self-insured corporations and government agencies. The company operates through a global network of more than 6,000 staff in over 60 global offices. The company generated revenue of $707 million for the 12 months through September 2016. CUZCO DEVELOPMENT: Plan Confirmation Hearing on Feb. 13 ------------------------------------------------------- Judge Robert J. Faris of the U.S. Bankruptcy Court for the District of Hawaii approved Cuzco Development USA, LLC's first amended disclosure statement for its chapter 11 plan of reorganization, dated Dec. 5, 2016. Under the plan, Class 5 consists of all holders of Allowed General Unsecured Claims. The Debtor estimates that there is approximately $456,000 in valid general unsecured claims, $400,000 of which constitute amounts owed to Dong Woo Lee (which claim will be treated in Class 6). Additionally, Debtor has scheduled approximately $298,700 in tenant security deposits, which will not be reimbursed until the tenant vacates which will be paid or adjusted in the ordinary course of business. The holder of an Allowed General Unsecured Claims shall receive on account of its Allowed General Unsecured Claim in full and complete satisfaction, discharge and release thereof: 100% of their Allowed Claims with post-petition interest at 3% simple interest per annum paid in full within 30 days after the Refinance deadline. Class 5 is impaired under the plan. The Debtor believes that its cash flow will be more than adequate to support payments under the plan even if the Refinance is not consummated. A full-text copy of the Amended Disclosure Statement is available at: http://bankrupt.com/misc/hib16-00636-323.pdf The Confirmation Hearing will be held on Feb. 13, 2017 at 9:30 a.m. All direct testimony will be filed in the form of written declarations in accordance with the schedule below. Prior to commencement of the Confirmation Hearing, the following schedule will apply: Jan. 17, 2017 - The Debtor will file its opening confirmation brief, any expert reports together with all other written direct testimony of intended witnesses. Jan. 31, 2017 - Deadline to file and serve opposing confirmation briefs and to file any rebuttal expert reports together with all other written direct testimony of intended witnesses. Feb. 6, 2017 - The Debtor will file and serve a reply brief. About Cuzco Development Cuzco Development U.S.A., LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Hawaii Case No. 16-00636) on June 20, 2016. The petition was signed by Kay Nakano, responsible individual. The case is assigned to Judge Robert J. Faris. At the time of the filing, the Debtor estimated its assets and liabilities at $10 million to $50 million. DAYA MEDICALS: Court Approves Amended Disclosure Statement ---------------------------------------------------------- Judge Erik P. Kimball of the U.S. Bankruptcy Court for the Southern District of Florida approved Daya Medicals, Inc.'s amended disclosure statement in connection with its amended plan of reorganization, dated Nov. 21, 2016. The hearing on confirmation of the plan has been set for Jan. 25, 2017, at 2:00 p.m. at the U.S. Bankruptcy Court Courtroom B, 8th Floor 1515 North Flagler Drive West Palm Beach, Florida 33401. The last day for filing and serving objections to claims is Jan. 11, 2017. The last day for filing written acceptances or rejections of the plan is Jan. 18, 2017 The last day for filing and serving objections to confirmation of the plan is Jan. 20, 2017. About Daya Medicals Daya Medicals, Inc. (Bankr. S.D. Fla. Case No.: 15-24931) filed a Chapter 11 Petition on August 18, 2015, and is represented by Michael D. Moccia, Esq., at Law Office of Michael D. Moccia, PA, in Boca Raton, Florida. Since 1996, the Debtor has been in the business of research and development of intellectual property related to biomedical technologies and licensing, such as intellectual property to licenses in exchange for royalty payments. At the Petition Date, it had $1 million to $10 million in estimated assets and $1 million to $10 million in estimated liabilities. The case is assigned to Judge Erik P. Kimball. The petition was signed by Justin K. Daya, chief executive officer. DEAN YOUNG: To Pay Secured Claims in 10-20 Years if Asset Not Sold ------------------------------------------------------------------ Dean Young Enterprises, LLC's secured creditors will be paid over a period of 10 to 20 years in the event its real property does not sell, according to a filing it made in U.S. Bankruptcy Court for the District of South Carolina. Should the property sell for less than necessary to pay the entire secured claims of Wells Fargo, Certified Development Corp., and Business Development Corp., Dean Young will allow creditors to amend their claims 30 days following conclusion of the sale. The undersecured creditors will be paid an additional $100 per month to be distributed pro rata on December 31st of each year for three years, according to the addendum the company filed with the bankruptcy court. A copy of the addendum is available without charge at http://bankrupt.com/misc/DeanYoung_1addendum.pdf About Dean Young Enterprises Dean Young Enterprises, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.S.C. Case No. 16-04214) on Aug. 19, 2016. The petition was signed by Dean Young, vice president. The case is assigned to Judge David R. Duncan. At the time of the filing, the Debtor estimated its assets and debts at $1 million to $10 million. The Debtor is represented by Jane H. Downey, Esq., at Moore Taylor Law Firm, P.A. The Debtor hired Colliers International South Carolina, Inc., as its real estate agent. The Office of the U.S. Trustee disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Dean Young Enterprises, LLC. DESERT SPRINGS: PSFG Buying Cathedral City Property for $4.3M ------------------------------------------------------------- Judge Mark S. Wallace of the U.S. Bankruptcy Court for the Central District of California will convene a hearing on Jan. 10, 2017 at 2:00 p.m. to consider Desert Springs Financial, LLC's sale of real property located at 68051 Ramon Road, Cathedral City, California, APN 680-190-034 ("Bowling") including lessor's rights and obligations arising from the lease o the property and 57% interest in the Parking Area parcel (APN 680-190-036) per CCRs of said parcel, to Palm Springs Financial Group, LLC ("PSFG") or Assignee, for $4,300,000, subject to overbid. Any party wishing to respond to the Motion must file at least 14 days prior to the hearing. The Bowling property is 25,000 sq. foot commercial building and 57% interest in the adjoining parking lot. The building is currently being used and operated as a bowling alley known as Palm Springs Lanes, operated by Ramon Palm Lane, Inc. ("RPL") under lease effective Sept. 1, 2008 to Sept. 30,2023. The purchase price includes transfer of Lessor's rights and obligations arising from the lease from the Seller to the Buyer upon close of escrow. Subject to bid procedures proposed in Docket #303, the Seller is to deliver free and clear title with title insurance in return for: a. Cash down payment from Proposed Purchaser, including deposit, in the amount of $500,000; b. New Loan in the amount of $2,300,000; and c. Purchase Money Note from proposed Purchaser in the amount of $1,500,000 secured by Purchase Money Deed of Trust to Seller. The proposed Purchaser has deposited $50,000 in escrow. The balance of the required funds for down payment of$450,000 cash and loan proceeds of$2,300,000, are available and escrow is ready to close upon court approval. The terms of the Purchase Money Note require monthly interest only payments to the Seller at 5% per annum from close of escrow with the balance of principle and interest to be paid in full within 30 months of close of escrow. The Purchase Money Note and Purchase Money Deed of Trust are junior and subordinate only to the existing notes and/or the New Loan. Should the proposed Purchaser sell the property within 30 months of close of escrow, it will pay the Seller the amount of unpaid principle and interest on the Purchase Money Note plus 25% of the net difference between the purchase price set forth and the new sales price from the later sale or $250,000, whichever is less. Escrow for the sale and escrow for the sale of Towers are to close concurrently and simultaneously on or prior to a closing deadline to be approved by the court. A copy of the Purchase Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Desert_Springs_312_Sales.pdf RPL, has a leasehold interest in this parcel based on a lease effective Sept. 1, 2008, to Sept. 30, 2023, with an option for 10 years extension. Monthly rent obligation is currently $49,790 per month until Sept. 30, 20I7, after which time it increases 5% and increases 5% each year thereafter. Projected rental income from Feb. 1, 2017, to Sept. 30,2023, is $4,665,550. The tenant is current with the monthly rental obligation through January 2017. The amount of approximately $9,175, representing the balance of overpaid rent owed by DSF to RPL, will be paid out from escrow funds. The lessee's obligations under the lease are personally guaranteed by Yun Hei Shin and Jin Yeol Lee. Pending court approval as requested in the motion, Debtor-in-Possession will assume and assign the lease from the Debtor. The sale of the parcel includes the transfer of rights, obligations, and interests of the parties to the lease, and any overbid would be subject to same. The existing liens (cross-collateralized) on Debtor's property are: a. Pacific Premier Bank - 1st mortgage. Estimated balance $2,742,419 per its Notice of Default. b. J&K Drywall and Metal Stud Framing, Inc. - Judgment Lien. $14,883 per Abstract of Judgment recorded Sept. 30, 2010. c. RPL - Judgment lien. Estimated balance $1,197,189 as of Jan. 10, 2017. d. Yun Hei Shin - Judgment lien. Estimated balance included in RPL balance. Funds from both sales will free and clear all liens, claims or interests subject to the unexpired leasehold interests of 111 Smoke Shop and RPL. It is estimated that the net proceeds available to Debtor-in-Possession from the sale of the property are more than the value of the liens on these parcels in satisfaction of 11 U.S.C. Section 363(f)(3). Lien and leasehold interest holders are adequately protected in conformance with 15 U.S.C. Section 361 as the funds from the sales will be used to make cash payments indubitably equal to the lienholder interests and the tenants will be entitled to continued possession under the terms of their respective commercial leases per 11 USC Section 363(e). The rights and obligations of the Lessor arising from the lease will transfer from the Seller to the Buyer at close of escrow. The Debtor asks the Court to approve the assumption and assignment by the Debtor-in-Possession of the Bowling property lease between the Debtor and RPL. The proposed sale of Bowling property is subject to higher and better bids. The minimum overbid for the Bowling property is $4,400,000. Qualified bids after the first overbid must be at least $50,000 more than the previous qualified bid. In the event the court approves a qualified overbid on the Bowling property other the proposed Purchaser's bid, proposed Purchaser is to receive a breakup fee of $50,000. Detailed proposed overbid procedure is set forth in the Motion to establish bid procedures Docket #303. The proposed Purchaser and the Seller of the Bowling property are represented by broker, Mike Radlovic. A broker's commission of 4% of the purchase price of the Bowling property is to be paid to Coldwell Banker Commercial -SC; Broker, Mike Radlovic, from escrow. Should an overbid on Bowling property be accepted and approved, commission will be divided equally between the Seller's broker and the Buyer's broker. There are no known tax consequences to the Debtor. The Debtor asks the Court to approve the payment of the broker's commission, closing costs, and real property taxes. On July 20, 2016, the Debtor filed a motion for approval of sale of the Towers property (Docket #79) which was denied without prejudice on Aug. 24, 2017, (Docket #128). A second motion was filed Oct. 3, 2016, but was not scheduled for hearing because the hearing date was not selected in compliance with self-calendaring and no other hearing date before Nov. 8, 2016, was approved. ((Docket #197(motion), Docket #202 (Application), and Docket #211 (order)). A third motion for the sale of Towers and refinance of Bowling property (Docket #222) was heard and approved on Nov. 8, 2016. The sale and refinance were to be completed on or before Dec. 8, 2016, however the refinance failed to materialize due to conditions of the lender that the Debtor was unable to provide. The approved sale of Towers remains ready to close. The Debtor asks the Court to extend the deadline to close escrow on Towers to allow and order it to be concurrent with the closing of the escrow of the Bowling property. The Purchaser can be reached at: PALM SPRINGS FINANCIAL GROUP, LLC 13547 Ventura Blvd, Suite 217 Sherman Oaks, CA 91423 Attn: Kevin Sarkisyan and Levon Akhsharumov - and - PALM SPRINGS FINANCIAL GROUP, LLC 1241 S. Glendale Ave., Suite 205B, Glendale, CA 91205 Attn: Kevin Sarkisyan and Levon Akhsharumov About Desert Springs Financial Desert Springs Financial LLC filed a chapter 11 petition (Bankr. N.D. Cal. Case No. 16-14859) on May 30, 2016. The single asset real estate debtor is represented by Wayne M. Tucker, Esq., at Orrock Popka Fortino Tucker & Dolen in Redlands, Calif. At the time of the filing, the Debtor disclosed $16.8 million in assets and $7.33 million in liabilities. DIAMONDBACK ENERGY: Moody's Rates $250MM Sr. Unsec. Notes 'B1' -------------------------------------------------------------- Moody's Investors Service assigned a B1 rating to Diamondback Energy, Inc.'s (Diamondback) proposed offering of $250 million senior unsecured notes due 2025. Diamondback's other ratings and stable outlook remained unchanged. The note proceeds will be used to fund the $1.62 billion cash portion of Diamondback's $2.43 billion Delaware Basin acquisition of Brigham Resources Operating, LLC and Brigham Resources Midstream, LLC (Brigham, unrated) that was announced on December 14, 2016. Diamondback concurrently launched a primary market equity offering for 10.5 million shares and raised $1.02 billion of gross proceeds on December 14 and could raise another $150 million if the underwriters' option is exercised within the next 30 days. "The Brigham acquisition is the second major transaction that Diamondback has executed in the southern Delaware Basin in 2016, which will substantially increase the company's drilling inventory, accelerate growth, enhance diversification within the Permian Basin and potentially improve margins and returns upon successful development of these asset, commented Sajjad Alam, Moody's Senior Analyst. "However, Diamondback will have to dedicate a substantial amount of capital and add incremental midstream infrastructure over the next few years in these largely undeveloped acreage to establish production and reserves. Additionally the latest acquisition is slightly leveraging. Consequently, Moody's views the current Ba3 Corporate Family Rating (CFR) and stable outlook appropriately reflects Diamondback's business prospects and credit risks." Assignments: Issuer: Diamondback Energy, Inc. -- Senior Unsecured Regular Bond/Debenture due 2025, Assigned B1 (LGD4) RATINGS RATIONALE The proposed notes are rated B1, one notch below the Ba3 Corporate Family Rating (CFR) under Moody's Loss Given Default Methodology given the significant size of the secured revolving credit facility. The revolver has a first-lien claim to substantially all of Diamondback's assets. Diamondback's Ba3 CFR reflects its growing, low cost and oil-weighted production platform in the Permian Basin; low financial leverage supported by opportunistic equity issuances; strong cash margins even in a $45/barrel oil price environment, and significant alternative liquidity through its 83% ownership interest in Viper Energy Partners LP (VEP, unrated), which had a market capitalization of $1.4 billion as of December 14, 2016. The rating is also supported by the company's excellent operating track record since its IPO in October 2012, deep drilling inventory in the prolific Midland Basin featuring stacked pay zones and predictable geology, which has been further augmented by two large acquisitions in the Delaware Basin, and its high degree of operational control (~95%). The CFR is restrained by the limited scale of Diamondback's upstream operations, its narrow geographic focus and high level of capital spending that will likely produce negative free cash flow despite a significantly scaled back drilling program. Although Diamondback's production and reserves are smaller than most Ba rated E&P companies today, the company's high quality asset base, excellent growth prospects and low debt level supports its Ba3 CFR. Moody's expects Diamondback to have good liquidity through 2017, which is reflected in the SGL-2 rating. Diamondback is issuing 7.69 million shares to Brigham's owners and fund the cash portion of the purchase price with the aforementioned debt and equity offerings eliminating financing risk. Diamondback had no outstanding borrowings under its $500 million committed revolving credit facility as of September 30, 2016, and we do not anticipate any reduction to its $1 billion borrowing base for this transaction. The stable outlook reflects Diamondback's low leverage and low costs that should support significant growth through 2017. If Diamondback increases production above 80,000 boe per day on a sustained basis while maintaining the RCF/debt ratio above 40% and the leveraged full-cycle ratio above 1.5x, the ratings could be upgraded. The ratings could be downgraded if the company's capital productivity were to significantly decline and/or its financial leverage were to substantially increase. Moody's could downgrade the CFR if the RCF/debt ratio falls below 25% or the debt to average daily production ratio were to rise above $20,000 per boe on a sustained basis. The principal methodology used in this rating was Global Independent Exploration and Production Industry published in December 2011. Diamondback Energy, Inc. is an exploration and production company with primary focus in the Permian Basin in West Texas. DIRECT MEDIA: Sale Motion Withdrawn ----------------------------------- Judge Timothy A. Barnes of the U.S. Bankruptcy Court Northern District of Illinois ordered that Direct Media Power, Inc.'s Motion to Use Sell or Lease Property Sec. 363(b) - Cash And Shorten Notice is withdrawn without prejudice. A hearing on the Motion was held on Dec. 19, 2016. About Direct Media Power Established in 2010 and located Wood Dale, Illinois, Direct Media Power, Inc., also known as DMP Teleservices, Inc., is a large privately owned liquidator of unsold prime commercial radio airtime nationwide. Direct Media Power sought Chapter 11 protection (Bankr. N.D. Ill. Case No. 16-36934) on Nov. 21, 2016. Judge Timothy A. Barnes is assigned to the case. The petition was signed by Dean Tucci, president. The Debtor estimated assets of $100,000 to $500,000 and $1 million to $10 million in debt. The Debtor tapped Adam S. Tracy, Esq., at The Tracy Firm, Ltd., as counsel. DOMINION STEEL: Unsecureds To Get 100% Over 60 Months ----------------------------------------------------- Dominion Steel Specialists, Inc., filed with the U.S. Bankruptcy Court for the Southern District of Texas a disclosure statement and accompanying plan of reorganization, which proposes to pay in full all Allowed Claims over the 60 months following the Effective Date through a graduated payment plan for unsecured creditors. Class 4, Unsecured Creditors, is impaired under the Plan. The deadline for filing proofs of claim is Dec. 19, 2016. These claims will be paid 100% of the Allowed Claim as of the Effective Date. The Debtor intends to meet its obligations through minimum payments of 10% of each Creditor's Allowed Claim during the first two years following the Effective Date with the remaining 80% to be paid in months 25-60 following the Effective Date until all claims are paid in full. The Debtor proposes a minimum payment of 15% of the remaining balance of each creditor's Allowed Claim during the third year following the Effective Date, a minimum payment of 40% of the outstanding balance on each remaining creditor's Allowed Claim during the fourth year following the Effective Date, and the remaining balance being paid in full during the fifth year following the Effective Date. To the extent the Debtor's net profits exceed its current projections, the minimum payments in any given year may be supplemented by additional payments until all Allowed Claims are paid in full. While the Debtor currently anticipates the repayment of its unsecured debt through payment from profits, the Debtor continues to investigate opportunities for the sale of equity to interested third parties to generate revenue for payment to unsecured creditors. If the Debtor successfully negotiates a sale of its equity, the Debtor anticipates the proposed payments to unsecured creditors will be completed on an expedited basis. The Debtor estimates a return of 100% to general unsecured creditors. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/txsb16-34107-51.pdf About Dominion Steel Specialists Dominion Steel Specialists, Inc. filed a chapter 11 petition (Bankr. S.D. Tex. Case no. 16-34107) on August 18, 2016. The petition was signed by Robert R. Comeaux, Jr., president. The case is assigned to Judge David R. Jones. The Debtor is represented by Kimberly Anne Bartley, Esq., at Waldron & Schneider, L.L.P. The Debtor disclosed total assets at $3.39 million and total liabilities at $3.09 million. The Debtor employs William G. West, P.C., CPA as accountant. U.S. Trustee Judy A. Robbins on Sept. 6 appointed three creditors to serve on the official committee of unsecured creditors of Dominion Steel Specialties, Inc. The committee members are: Dragon Trading, Inc.; KOS America, Inc.; and US Rigging Supply. DOWNSTREAM DEVELOPMENT: Moody's Affirms B3 Rating on Secured Notes ------------------------------------------------------------------ Moody's Investors Service confirmed Downstream Development Authority's (DDA) B3 Corporate Family Rating and B3-PD Probability of Default Rating. Both ratings were taken off of review for upgrade where they were placed on December 5 following the company's announcement of a planned refinancing of its 10.5% $285 million senior secured notes due 2019. The B3 rating on these senior secured notes was affirmed. Moody's also withdrew the B2 rating on the company's proposed $250 million 2nd lien notes due 2022. These rating actions follow DDA's announcement that it has terminated the tender offer and consent solicitation for its 10.5% senior secured notes due 2019, and as a result, will not be pursuing a refinancing of these notes with the proposed $250 million 2nd lien notes due 2022 and new $75 million 1st lien term loan due 2021. "A rating upgrade is not likely until the company extends its debt maturity profile and lowers its overall cost of debt as these factors will significantly improve the company's ability to deal with existing and new competition over the longer-term," stated Keith Foley, a Senior Vice President at Moody's. The following summarizes today's rating actions: Ratings confirmed: Corporate Family Rating, at B3 Probability of Default Ratings, at B3-PD Ratings withdrawn: $250 million 2nd lien notes due 2022 -- B2 (LGD 4) Ratings affirmed: 10.5% $285 million senior secured notes 2019, at B3 (LGD 4) Outlook Actions: Outlook, Changed To Stable From Rating Under Review RATINGS RATIONALE DDA's B3 Corporate Family Rating reflects its small size in terms of revenue and earnings, its property concentration risk in a single market coupled with relatively high leverage. The rating also reflects the competitive market in which it operates. There are numerous existing Native American casinos in its primary market area and the high likelihood of a new casino entering the market in 2017. Positive rating consideration is given to established position in the northeast Oklahoma gaming market along with the company's positive free cash flow profile. The stable rating outlook reflects Downstream's positive free cash flow and Moody's expectation that it will be able to absorb the new gaming supply expected to be online within the next two years. An upgrade would require that the company extend its debt maturity profile, lower its overall cost of debt, and maintain leverage below 5.0 times. DDA's ratings could be downgraded if the company's debt/EBITDA rises above 6.0 times for any reason and/or the company is not successful in extended its 2019 debt maturities by July of 2017. DDA is a wholly owned unincorporated instrumentality of the Quapaw Tribe of Oklahoma, a federally recognized Native American tribe with approximately 4,900 enrolled members. Downstream owns and operates the Downstream Casino Resort, a Native American casino located at the point where the state borders for Kansas, Missouri and Oklahoma meet -- its casino is in Oklahoma and part of its parking lot is located in Kansas. The principal methodology used in these ratings was Global Gaming Industry published in June 2014. DTEK FINANCE: Seeks U.S. Recognition of U.K. Proceeding ------------------------------------------------------- DTEK Finance plc filed a voluntary petition under Chapter 15 of the Bankruptcy Code, seeking recognition in the United States of a voluntary scheme of arrangement pending before the Chancery Division (Companies Court) of the High Court of Justice of England and Wales. The Chapter 15 case was brought in the United States Bankruptcy Court for the Southern District of New York by Johan Bastin, the duly authorized foreign representative of the Debtor. The Debtor is seeking recognition in the United States of the U.K. proceeding to ensure "the enforceability and effectiveness of the Scheme in the United States and to prevent any dissident creditors from bypassing the effect of the Scheme by commencing litigation or taking other actions in the United States to obtain a greater recovery than other, similarly-situated creditors. DTEK Finance is part of a group whose ultimate holding company is DTEK Energy B.V. The Debtor has never been, and is not currently, an operating company. The Debtor was incorporated to facilitate capital raising on behalf of the Group. The Group operates a privately-owned energy company in Ukraine. Its businesses comprise three principal segments: (i) coal mining; (ii) power and heat generation; and (iii) electricity and heat distribution. As of Sept. 30, 2016, the Group's total principal debt amounted to approximately US$2,168 million (excluding accrued interest), comprised of (i) existing notes, (ii) bank facilities (including the bilateral loans, the club loans, the PXF facility, and mark-to-market swaps), and (iii) essential bank lines, Court papers show. Adam J. Goldberg, Esq., at Latham & Watkins LLP, one of the Petitioner's counsel, disclosed in an affidavit filed with the Court that the Group has been operating with severely constrained and rapidly deteriorating liquidity during most of 2015. He noted that as a consequence of this constrained liquidity position, the Group has failed to make certain interest and principal payments, and the Group requires a full-scale restructuring of its capital structure, including a restructuring of the Existing Notes. According to Mr. Goldberg, the rapid deterioration of geopolitical, social and economic conditions that occurred in Ukraine in 2014 and continued, albeit at a slower rate, for most of 2015 and the first part of 2016, has led to: (i) the disruption, suspension and/or reduction of operations at some of the Group's production assets; (ii) a decline in market conditions and energy consumption in Ukraine; (iii) the virtual closing of commercial international financial markets for Ukrainian borrowers and issuers; (iv) an increase in accounts receivable from electricity and heat customers for the supplied electricity and heat (the highest concentration of delinquent accounts was located in the regions that are outside of the control of Ukraine's government); and (v) insufficient level of the average power tariffs set by NERC (the country's energy sector regulator) for the thermal power generation in 2015 and the first half of 2016, which fell short of the level needed to cover the Group's operational costs including the costs of finance and maintenance capital expenditure. Terms of Restructuring Under the Scheme The Group and its advisors engaged in formal negotiations with an ad hoc committee of Noteholders and its legal and financial advisors starting in January 2016, regarding the terms of a restructuring of the Existing Notes that would allow the Group's business to continue as a going concern. The Steering Committee holds approximately thirty-three percent of the Existing Notes as of the Petition Date. After several months of intense effort, negotiation, and deliberation with the Steering Committee, on Nov. 18, 2016, the Group and the Steering Committee agreed to the terms of the Restructuring. In general terms, the Restructuring contemplates a number of steps designed to facilitate an exchange of the Existing Notes for newly-issued notes. DTEK proposes to implement the Restructuring through the Scheme to solve a significant part of the immediate and long-term debt problems facing the Group for the benefit of all the Group's stakeholders. The Restructuring will only be implemented through the Scheme if the Noteholders vote to approve the Scheme by the requisite thresholds and sanctioned by the English Court. If the Restructuring is implemented via the Scheme, each Noteholder will receive its pro rata share of a single new series of notes in the total aggregate principal amount of: (a) US$894,799,200, plus (b) all capitalized interest accrued or deferred and unpaid under the Standstill Scheme and interest accrued or deferred and unpaid between Oct. 28, 2016, and the date of the completion of the restructuring of the financial indebtedness of the Group with respect to the holders of the Existing Notes (excluding any default interest, fees, or charges or related interest, fees, or charges of similar effect), which amounts shall be rolled into the New Notes, plus (c) any amount of indebtedness the Bank Lenders elect to swap under their existing bank facilities up to a maximum aggregate amount of US$300 million in principal amount (plus any interest that has accrued or capitalized prior to the date of such exchange) into additional New Notes at par. The key terms of the New Notes are as follows: (a) The New Notes will bear interest at the rate of 10.75% per annum with interest paid in cash quarterly and stepped-up in time, starting at 5.5% from the Restructuring Effective Date until Dec. 31, 2018, 6.5% in 2019, 7.5% in 2020, 8.5% in 2021, 9.5% in 2022 and 2023, and 10.75% in 2024. The amount of interest equal to 10.75% minus the applicable cash payment interest rate for each year will be paid in kind and compounded on a quarterly basis. (b) The New Notes will mature on Dec. 31, 2024. (c) The outstanding principal amount of the New Notes will be due and payable in two instalments as follows: fifty percent on Dec. 29, 2023, and fifty percent on Dec. 31, 2024. (d) The existing guarantees and sureties in respect of the Existing Notes will be cancelled and replaced by guarantees and sureties from the same Guarantors and Sureties to secure the New Notes. (e) Guarantor DEBV will pledge as security for the New Notes its receivable arising from the intercompany loans from DEBV to DTEK Oil & Gas B.V. (subject to certain conditions). (f) The New Notes will be governed by New York law. "Although the Group cannot, of course, guarantee (even if the Restructuring is successfully completed) that its business will be successful in the future, DTEK's management and the Board believe that the implementation of the Restructuring is in the best interests of the relevant stakeholders taken as a whole (including the Noteholders), in part because the Debtor will be in a better position to service its debt obligations," Mr. Goldberg maintained. The Debtor applied to the English Court on Nov. 28, 2016, for an order directing it to convene a meeting. On Dec. 2, 2016, the English Court held the Scheme Directions Hearing and issued the Convening Court Order. The English Court found that it could exercise jurisdiction based, in part, on the fact that the center of the Debtor's main interests is situated in the United Kingdom, based upon the Debtor's connections to the United Kingdom. Among other things, the Convening Court Order set the Scheme Meeting for 10:00 a.m. (London time) on Dec. 19, 2016, It is anticipated that a hearing to consider sanctioning the Scheme, if it obtains requisite approval from the Noteholders at the Scheme Meeting, will occur on Dec. 21, 2016. After that hearing, the Debtor anticipates the English Court will enter an order sanctioning the Scheme. ELBIT IMAGING: Insightec's Exablate System Approved in Japan ------------------------------------------------------------ Elbit Imaging Ltd. announced that it was informed by INSIGHTEC Ltd. that the Exablate system received CE Mark for treating locally-confined prostate cancer with MR-guided Focused Ultrasound (MRgFUS). "One of six men will be diagnosed with prostate cancer during their lifetime. Many patients are diagnosed with locally confined disease with low or intermediate risk for progression. In these cases, patients may choose between monitored waiting and an intervention. Currently available treatments including prostatectomy, which surgically removes the entire prostate, and radiation therapy, which demonstrates good cancer control, however there might be impacts on potency and continence," the Company stated in the press release. The Exablate is based on INSIGHTEC's proprietary focused ultrasound technology. It uses focused ultrasound waves to precisely target and ablate, or destroy, the targeted tissue in the prostate, while avoiding adjacent structures and with no incisions. The treatment is done under Magnetic Resonance Imaging (MRI) guidance for high resolution visualization of the patient's anatomy as well as real-time temperature monitoring of the treatment area. The treatment requires a single session, allowing patients a quick return to normal activity. In addition, the Company was informed by INSIGHTEC that the Japanese Ministry of Health, Labor and Welfare has approved its Exablate Neuro system for the non-invasive treatment of essential tremor in patients who do not respond to medication. The approval was given based on data collected in a global clinical trial conducted in eight medical centers in North America and Asia. "Essential tremor is the most common movement disorder, affecting more than 3 million people in Japan, and millions more worldwide. Hand tremor is the most common symptom, but tremors can also affect the head, arms, voice, legs, and torso. The cause of this disease is still unknown but it has a strong hereditary attribute. Patients often have trouble performing everyday tasks such as eating, dressing, writing, holding objects and even speaking." Exablate Neuro uses focused ultrasound waves to precisely target and ablate tissue deep within the brain with no incisions. The treatment is performed under Magnetic Resonance Imaging (MRI) guidance for real-time treatment monitoring. The MHLW approval was granted based on clinical data from a randomized, double-blind, multi-center clinical study which demonstrated the safety and efficacy of non-invasive thalamotomy with Exablate Neuro. The Company said that at this stage, INSIGHTEC is unable to estimate the implications of the MHLW and EU (CE) approvals on INSIGHTEC. The Company holds approximately 89.9% of the share capital of Elbit Medical Technologies Ltd. (TASE: EMTC-M) (85.6% on a fully diluted basis) which, in turn, holds approximately 31.3% of the share capital in INSIGHTEC (26.6% on a fully diluted basis). About Elbit Imaging Tel-Aviv, Israel-based Elbit Imaging Ltd. (TASE, NASDAQ: EMITF) holds investments in real estate and medical companies. The Company, through its subsidiaries, also develops shopping and entertainment centers in Central Europe and invests in and manages hotels. Elbit Imaging reported a loss of NIS 186.15 million on NIS1.47 million of revenues for the year ended Dec. 31, 2015, compared to profit of NIS1 billion on NIS 461,000 of revenues for the year ended Dec. 31, 2014. As of Sept. 30, 2016, Elbit Imaging had NIS 2.60 billion in total assets, NIS 2.37 billion in total liabilities and NIS 231.65 million in shareholders' equity. EMMAUS LIFE: Stockholders Elect Five Directors ---------------------------------------------- Emmaus Life Sciences, Inc.. held its 2016 annual meeting of stockholders on Dec. 16, 2016, at which the stockholders: (a) elected Yutaka Niihara, M.D., MPH, Willis C. Lee, M.S., Jon Kuwahara, C.P.A., Masaharu Osato, M.D. and Ian Zwicker to the Company's Board of Directors, to serve until the Company's 2017 annual meeting of stockholders or until their respective successors have been elected; (b) ratified the appointment of SingerLewak LLP as the Company's independent registered public accounting firm for the fiscal year ending Dec. 31, 2016; and (c) approved, on an advisory, non-binding basis, the compensation of the Company's named executive officers. About Emmaus Life Emmaus Life Sciences, Inc., is engaged in the discovery, development, and commercialization of treatments and therapies primarily for rare and orphan diseases. This biopharmaceutical company's headquarters is in Torrance, California. Emmaus Life reported a net loss of $12.7 million on $590,114 of net revenues for the year ended Dec. 31, 2015, compared to a net loss of $21.8 million on $500,679 of net revenues for the year ended Dec. 31, 2014. As of Sept. 30, 2016, Emmaus Life had $21.56 million in total assets, $30.84 million in total liabilities and a total stockholders' deficit of $9.28 million. SingerLewak LLP, in Los Angeles, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has suffered recurring losses from operations, its total liabilities exceed its total assets and it has an accumulated stockholders' deficit. This raises substantial doubt about the Company's ability to continue as a going concern. EMPRESAS PLAYA: Feb. 23 Disclosure Statement Hearing ---------------------------------------------------- Judge Edward A. Godoy of the U.S. Bankruptcy Court for the District of Puerto Rico will convene a hearing on Feb. 23, 2017 at 9:30 a.m. to consider approval of Empresas Playa Joyuda, Inc.'s disclosure statement and accompanying plan of reorganization. Objections to the form and content of the disclosure statement should be in writing and filed not less than 14 days prior to the hearing. About Empresas Playa Joyuda Empresas Playa Joyuda, Inc., filed a Chapter 11 bankruptcy petition (Bankr. D.P.R. Case No. 15-09594) on Dec. 1, 2015. The petition was signed by Cesar Perez Perichi, president and treasurer. The Debtor is represented by Victor Gratacos Diaz, Esq., at Gratacos Law Firm, PSC. The Debtor disclosed $939,685 in assets and $2.74 million in liabilities. ENERGIS PETROLEUM: Creditors To Be Paid From Proceeds of Asset Sale ------------------------------------------------------------------- Energis Petroleum, LLC, filed with the U.S. Bankruptcy Court for the Southern District of Florida a disclosure statement in connection with its chapter 11 plan of liquidation, dated Dec 15, 2016, which proposes to satisfy the claims of its creditors from the sale proceeds of the Debtor's assets. Classes 5, 6, and 7 (Allowed Secured Claims). Each Holder of an allowed secured claim will receive on account of the claim, cash equal to the amount of such allowed miscellaneous secured claim, or the return of the holders' collateral on the later of (i) the Effective Date or as soon as practicable thereafter or (ii) the date that is 10 business days after an order of the Bankruptcy Court allowing such allowed miscellaneous secured claim becomes a final order. The Debtor does not believe that there are any valid miscellaneous secured claims. Class 8 (General Unsecured Claims). After satisfaction in full or satisfaction in accordance with the plan of all allowed administrative expense claims, professional claims, allowed priority tax claims, allowed priority claims, allowed secured tax claims and allowed miscellaneous secured claims, the available cash will be allocated pro rata among holders of allowed general unsecured claims. Each holder of an allowed general unsecured claim will receive a distribution or distributions from the Disbursing Agent of its share of the available cash allocable on account of its allowed general unsecured claim, shared pro rata with the holders of other allowed general unsecured claims. The Plan will be funded from cash on hand as part of the sale of substantially all of the Debtor's assets. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/flsb15-19945-327.pdf Headquartered in Boca Raton, FL, Energis Petroleum, LLC filed for chapter 11 protection (Bankr. S.D. Fl. Case No.15-19945)on June 1, 2015 with estimated assets of $0 to $50,000 and estimated liabilities of $1 million to $10 million. The petition was signed by Keith Duffy, managing member. ENERGY FUTURE: Settles $800-Mil. Fight With Senior Lenders ---------------------------------------------------------- Peg Brickley, writing for The Wall Street Journal Pro Bankruptcy, reported that Energy Future Holdings Corp. has reached a deal with senior lenders that bested the company in an $800 million court fight over the premium due for early payoff of debt in a bankruptcy refinancing. According to the report, citing a filing with the U.S. Securities and Exchange Commission, there is no agreement yet with junior creditors, who will bear the pain of Energy Future's loss in litigation over the so-called make-whole premium, a rate built into the contract with first- and second-lien lenders. Make-whole provisions are designed to safeguard lenders against lost profits if their borrowers find a better deal elsewhere and pay off their loans early, the report related. An appeals court disagreed in a November ruling that upended Energy Future's chapter 11 plan by shifting an $800 million-plus slug of value to senior lenders, the report further related. Talks continue with junior creditors, who are angling to hold on to at least some of the cash that will go flying out the door in April, assuming Energy Future hits its target date for exiting bankruptcy and the settlement is implemented, the report said. First-lien investors will get 95% or more of an extra $574 million in make-whole pay, the report related. They also will receive $38 million in fees and costs, plus some interest, assuming the company's chapter 11 exit plan is approved and all the pieces fall into place for an April 2017 bankruptcy exit under the deal, the report further related. Second-lien investors will get 87.5% or more of $244.6 million in make-whole premiums, plus $17 million in fees and costs, the report said. That is on top of payment in full on billions of dollars in debt, which Energy Future refinanced early in its bankruptcy proceeding, to take advantage of lower interest rates, the report added. About Energy Future Energy Future Holdings Corp., formerly known as TXU Corp., is a privately held diversified energy holding company with a Portfolio of competitive and regulated energy businesses in Texas. Oncor, an 80 percent-owned entity within the EFH group, is the largest regulated transmission and distribution utility in Texas. The Company delivers electricity to roughly three million delivery points in and around Dallas-Fort Worth. EFH Corp. was created in October 2007 in a $45 billion leverage buyout of Texas power company TXU in a deal led by private-equity companies Kohlberg Kravis Roberts & Co. and TPG Inc. On April 29, 2014, Energy Future Holdings and 70 affiliated companies sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 14-10979) after reaching a deal with some key financial stakeholders to keep its businesses operating while reducing its roughly $40 billion in debt. The Debtors' cases have been assigned to Judge Christopher S. Sontchi (CSS). As of Dec. 31, 2013, EFH Corp. reported assets of $36.4 billion in book value and liabilities of $49.7 billion. The Debtors have $42 billion of funded indebtedness. EFH's legal advisor for the Chapter 11 proceedings is Kirkland & Ellis LLP, its financial advisor is Evercore Partners and its restructuring advisor is Alvarez & Marsal. The TCEH first lien lenders supporting the restructuring agreement are represented by Paul, Weiss, Rifkind, Wharton & Garrison, LLP as legal advisor, and Millstein & Co., LLC, as financial advisor. The EFIH unsecured creditors supporting the restructuring agreement are represented by Akin Gump Strauss Hauer & Feld LLP, as legal advisor, and Centerview Partners, as financial advisor. The EFH equity holders supporting the restructuring agreement are represented by Wachtell, Lipton, Rosen & Katz, as legal advisor, and Blackstone Advisory Partners LP, as financial advisor. Epiq Systems is the claims agent. Wilmington Savings Fund Society, FSB, the successor trustee for The second-lien noteholders owed about $1.6 billion, is represented by Ashby & Geddes, P.A.'s William P. Bowden, Esq., and Gregory A. Taylor, Esq., and Brown Rudnick LLP's Edward S. Weisfelner, Esq., Jeffrey L. Jonas, Esq., Andrew P. Strehle, Esq., Jeremy B. Coffey, Esq., and Howard L. Siegel, Esq. An Official Committee of Unsecured Creditors has been appointed in the case. The Committee represents the interests of the unsecured creditors of only Energy Future Competitive Holdings Company LLC; EFCH's direct subsidiary, Texas Competitive Electric Holdings Company LLC; and EFH Corporate Services Company, and of no other debtors. The Committee has selected Morrison & Foerster LLP and Polsinelli PC for representation in this high-profile energy restructuring. The lawyers working on the case are James M. Peck, Esq., Brett H. Miller, Esq., and Lorenzo Marinuzzi, Esq., at Morrison & Foerster LLP; and Christopher A. Ward, Esq., Justin K. Edelson, Esq., Shanti M. Katona, Esq., and Edward Fox, Esq., at Polsinelli PC. * * * In December 2015, the Bankruptcy Court confirmed the Debtors' reorganization plan, which contemplated a tax-free spin of the company's competitive businesses, including Luminant and TXU Energy, and the $20 billion sale of its holdings in non-debtor electricity transaction unit Oncor Electric Delivery Co. to a consortium of investors. But the Plan became null and void after certain first lien creditors notified the occurrence of a "plan support termination event." The Debtors filed a new plan of reorganization on May 1, 2016, as subsequently amended. The new Chapter 11 plan features alternative options for dealing with the Company's stake in electricity transmission unit Oncor. On Aug. 29, 2016, Judge Sontchi confirmed the Chapter 11 exit plans of two of Energy Future Holdings Corp.'s subsidiaries, power generator Luminant and retail electricity provider TXU Energy Inc. (the "T-Side Debtors"). The Plan became effective on Oct. 3, 2016. On Sept. 21, 2016, the Debtors filed the E-Side Plan and the Disclosure Statement for the Fourth Amended Joint Plan of Reorganization of Energy Future Holdings Corp., et al., Pursuant to Chapter 11 of the Bankruptcy Code as it Applies to the EFH Debtors and EFIH Debtors (the "E-Side Debtors"). EXCEL STAFFING: U.S. Trustee Unable to Appoint Committee -------------------------------------------------------- The Office of the U.S. Trustee on Dec. 21 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Excel Staffing Services, Inc. The Debtor is represented by: Paula S. Beran, Esq. Tavenner & Beran, PLC 20 North 8th Street, Second Floor Richmond, VA 23219 Phone: (804) 783-8300 Email: pberan@tb-lawfirm.com About Excel Staffing Excel Staffing Services, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Case No. 16-35795) on November 28, 2016. The petition was signed by Billie Brown, president. At the time of the filing, the Debtor estimated assets and liabilities of less than $500,000. EXCO RESOURCES: Moody's Lowers Corporate Family Rating to Ca ------------------------------------------------------------ Moody's Investors Service downgraded EXCO Resources, Inc.'s (XCO) Corporate Family Rating (CFR) to Ca from Caa2, its senior unsecured notes rating to C from Caa3, the Probability of Default Rating (PDR) to Ca-PD from Caa2-PD, its second lien term loan rating to Ca from Caa2 and its senior secured bank credit facility to Caa1 from B1. XCO's Speculative Grade Liquidity Rating of SGL-4 was affirmed, while the outlook was changed to negative from stable. "XCO's downgrade reflects its eroded liquidity position which is insufficient to fully fund development expenditures at the level required to stem ongoing production declines," commented Andrew Brooks, Moody's Vice President. "Absent an injection of additional liquidity, the source of which is not readily identifiable, EXCO could face going concern risk as it confronts an unsustainable capital structure." Downgrades: Issuer: EXCO Resources, Inc. - Probability of Default Rating, Downgraded to Ca-PD from Caa2-PD - Corporate Family Rating, Downgraded to Ca from Caa2 - Senior Secured Revolving Credit Facility, Downgraded to Caa1 (LGD 2) from B1 (LGD 1) - Senior Secured 2nd Lien Term Loan, Downgraded to Ca (LGD 4) from Caa2 (LGD 3) - Senior Unsecured Regular Bond/Debentures, Downgraded to C (LGD 6) from Caa3 (LGD 5) Affirmations: - Speculative Grade Liquidity Rating, Affirmed SGL-4 Outlook Actions: - Issuer: EXCO Resources, Inc. - Outlook, Changed To Negative From Stable RATINGS RATIONALE The Ca CFR reflects XCO's weakened credit profile and constrained liquidity due to lower production from its natural gas-weighted portfolio. The company has elected to curtail development activities in an effort to preserve its capital resources and dwindling liquidity. While the company has reduced its costs and cut its debt balances through a series of distressed debt exchanges dating back to May 2015, low realized natural gas prices, and a balance sheet which remains over-levered at lower production levels weigh heavily on XCO's ability to stabilize its credit profile. Moreover, excessive gathering and transportation costs and a significant cash interest burden, each of which exceeds $1.00 per mcfe, have deprived the company of cash flow required to sustain production volumes. Weak natural gas prices for much of 2016 and limited liquidity prompted XCO to reduce its 2016 capital budget by 69% from 2015 levels, to $85 million, leading to a 15.5% decline in nine-month average daily production over the same period last year. The Caa1 senior secured bank facility rating reflects its priority claim to the company's assets and Moody's view of the expected recovery in default. The Ca second lien term loan rating reflects its subordination to XCO's secured borrowing base revolving credit facility and the diminishment of loss absorption afforded by reduced amounts of outstanding unsecured debt. The C unsecured notes rating reflects the subordination of the unsecured notes to XCO's secured borrowing base revolving credit facility and its second lien term loans and Moody's view of expected recovery. The SGL-4 Speculative Grade Liquidity Rating reflects Moody's expectation of weak liquidity into 2017. As of September 30, XCO had borrowed $215 million under its $325 million secured borrowing base revolving credit facility whose commitment is capped at $300 million. The scheduled maturity of the revolving credit facility is July 2018. September's scheduled borrowing base redetermination has not yet been concluded and remains pending. While XCO reports that it is in compliance with the financial covenants governing its revolving credit facility at September 30 - interest coverage of at least 1.25x, a maximum first lien secured debt leverage ratio of 2.5x, and a current ratio of 1.0x -- it is likely that covenant relief will be required at December 31. With the ability of XCO to conduct its business operations dependent on the actions of its banks, going concern risk is elevated, the qualification of such by the company's independent accountants in their audit opinion on the 2016 financial statements would raise default risk under XCO's revolving credit facility and second lien term loans. The negative outlook reflects the absence of assured liquidity with which to conduct XCO's business operations in 2017. The rating could be stabilized should sufficient liquidity be raised to mitigate going concern risk together with stabilizing production declines. Concern remains, however, regarding the sustainability of XCO's capital structure and business model. A ratings downgrade would be considered should Moody's view on expected recovery rates further diminish or should a restructuring result in XCO's PDR changing to D. While unlikely in the next twelve months, an upgrade could be considered if XCO can resume production growth while achieving an interest coverage of 1x. The principal methodology used in these ratings was Global Independent Exploration and Production Industry published in December 2011. EXCO Resources, Inc. is an independent exploration and production company headquartered in Dallas, Texas. F.C. DEVELOPMENT: To Surrender Property To Pay PRAPI ---------------------------------------------------- Aritel, Inc., Cheneliz Convention Center, Inc., and F.C. Development, Inc., filed with the U.S. Bankruptcy Court for the District of Puerto Rico a third amended consolidated disclosure statement explaining their plans, which are substantially liquidating plans, dated Dec. 16, 2016, a full-text copy of which is available for free at: http://bankrupt.com/misc/prb14-03731-11-170.pdf Class 4 unsecured claimants under Aritel/Cheneliz will be paid 5% of the allowed amount of each claim upon the liquidation of other assets including receivables and the sale of equipment from the hotel, and recovery of receivables without interest, pro-rata in quarterly basis commencing 90 days after the payment in full of Class 3 claims. The aggregate payments under this class are estimated at $33,264. Class 4 unsecured claimants under FC Development will be paid 5% of the allowed amount of each claim within 90 days after the effective date of the Plan. The aggregate payment under this class are estimated at $354. The Aritel/Cheneliz Plan will be funded by (i) cash on hand at the Effective Date; (ii) capital contributions by related parties electing payment by stock; (iii) surrender of real property in full payment to creditor PRAPI for which there is a Lift of Stay and the creditor is processing foreclosure in local Court; (iv) surrender of real property collateral for the benefit of the secured creditor; (v) collection of rent and other receivable; and (vi) sale of equipment and vehicles. The F.C. Development Plan will be funded by (i) cash on hand at the Effective Date; (ii) surrender of real property in full payment to creditor PRAPI for which there is a Lift of Stay and the creditor is processing foreclosure in local Court; and (iii) post-petition Capital distribution of CAVA for services provided to CPG Servicing and not paid on account of a corporate guaranty provided by CAVA to F.C. Development. Aritel, Inc., Cheneliz Convention Center, Inc., and F.C. Development, Inc., sought protection under Chapter 11 of the Bankruptcy Code on May 6, 2014. The cases are jointly administered under Case No. 14-03727 (Bankr. D.P.R.). Aritel/Cheneliz's assets as of May 6, 2014, totaled $3,781,403, while FC Development's assets of as May 6, 2014, totaled $1,095,258. The petition was signed by Franco Caban Valentin, president. A list of Aritel's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/prb14-03727.pdf FAIRFAX FINANCIAL: Moody's Affirms Ba2 Preferred Stock Rating ------------------------------------------------------------- Moody's Investors Service, has affirmed the Baa3 senior debt rating and Ba2 (hyb) preferred stock rating of Fairfax Financial Holdings Limited (Fairfax; TSX: FFH) following the company's announcement that it has entered into an agreement to acquire Allied World Assurance Company Holdings, AG (Allied World; NYSE: AWH). Fairfax is acquiring Allied World for USD 4.9 billion which represents an 18% premium over the closing price of $45.77 per Allied World share on 16 December 2016. Fairfax intends to fund the acquisition with a $450 million dividend from Allied World's retained earnings, $450 million in cash, and the remainder in a share exchange. The transaction is subject to customary closing conditions, including regulatory approvals. The rating outlook for Fairfax is stable. RATINGS RATIONALE Moody's said that the proposed acquisition of Allied World has strategic benefits for Fairfax as it would enhance the company's business diversification giving Fairfax a larger position in mid-market specialty insurance. The acquisition also expands the group's distribution networks and the combined organization will be the fifth largest writer of US excess and surplus lines on a pro forma basis. Allied World has a good track record in terms of solid operating profitability. Nevertheless, the company maintains somewhat higher gross underwriting leverage compared to similarly-rated Bermudian peers and has significant exposure to long-tail casualty lines, which are more susceptible to reserve volatility, medical inflation and changes in the legal environment. However, Fairfax uses a decentralized approach to manage its insurance operations and Allied World's management team is expected to remain in place thereby lowering integration risk. The rating agency views the expected financing arrangement as reasonably in line with the company's current capital structure, resulting in modestly lower financial leverage metrics post-transaction. Moody's expect Fairfax's pro forma financial leverage to decline below 30% from 32% at 31 December 2015. The transaction is credit positive for Fairfax as it enhances the group's product diversification and adds a solid source of operating profitability. Fairfax's ratings reflects the group's diversified revenue stream by product and geography, a well-established market position in reinsurance though Odyssey Re Holdings Corp., and a high level of cash and marketable investments at the parent-company level. The group has produced underwriting profits over the past several years helped by relatively benign catastrophe losses. Credit challenges include volatile profitability, significant exposure to catastrophe risk, volatility associated with long-tail casualty business, a high level of common stock investments and risks associated with Fairfax's investment strategy. Key man risk and management succession is also a consideration given the instrumental role played by CEO Prem Watsa in Fairfax's strategic direction, investment philosophy and corporate culture. Factors that could lead to an upgrade of Fairfax's ratings: 1) adjusted financial leverage consistently less than 30% and earnings coverage consistently above 4x; 2) aggregate combined ratios consistently less than 100%; and 3) an upgrade of the standalone credit profile of the company's lead operating P&C and/or reinsurance companies. Factors that could lead to a downgrade of the ratings: 1) substantial reduction of holding company liquidity to less than $750 million (or less than 3x coverage of fixed charges); 2) adjusted financial leverage consistently above 35% and earnings coverage consistently less than 2x; 3) a return on capital in the low single digits range for a sustained period; 4) significant adverse reserve development (greater than 2% of net reserves); and/or 5) a downgrade of the standalone credit profile of the company's lead operating P&C and/or reinsurance companies. A material expansion of the group's investments in stressed or turnaround assets as a proportion of shareholder's equity could also lead to downward pressure on the rating. The following ratings have been affirmed: Issuer: Fairfax Financial Holdings Limited - senior unsecured at Baa3; preferred stock at Ba2 (hyb), Pref. Stock Non-cumulative at Ba2(hyb); multiple seniority shelf at (P)Baa3 for senior unsecured, (P)Ba1 for subordinated, (P)Ba2 for Pref. shelf non-cumulative, and (P)Ba2 for preferred shelf. The outlook for the ratings is stable. Fairfax Financial Holdings Limited is headquartered in Toronto, Canada. For 2015, Fairfax reported net premiums written of $7.5 billion and net income of $518 million. As of 31 December 2015, shareholder's equity was $12.0 billion. The methodologies used in these ratings were Global Property and Casualty Insurers published in June 2016, and Global Reinsurers published in April 2016. FOURZERO INC: Unsecureds to Recoup 11% Over 60 Months ----------------------------------------------------- Fourzero, Inc., filed with the U.S. Bankruptcy Court for the District of Puerto Rico a disclosure statement and accompanying plan of reorganization, dated Dec. 16, 2016, which proposes a distribution of 11% to general unsecured creditors of their allowed claims, to be distributed in 60 consecutive monthly installments. Class 1, Secured Claims of Banco de Desarrollo Economico para Puerto Rico Property Machinery and Equipment, is unimpaired uder the Plan. This Class will receive direct payments until full payment of the loan. Class 2 consists of the Priority Unsecured Claims. This Class will be paid in full in 60 equal monthly installments from Feb. 28, 2017 through Jan. 31, 2021. Class 3, General Unsecured Class, is impaired under the Plan. The estimated percent of claim paid to the Class 3 Creditors is 11.7%, in a monthly payment of $170 from Feb. 28, 2017 through Jan. 31, 2021 with an interest rate of 4.5%. The total payout amount would be $10,194. Payments and distributions under the Plan will be funded from the revenues of the restaurant operation. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/prb16-00100-11-59.pdf Counsel for the Debtor: Manuel A. Segarra-Vazquez, Esq. MANUEL A. SEGARRA VAZQUEZ LAW OFFICE PO Box 9021115 San Juan, PR 00902-1115 Telephone: (787) 273-2080 E-mail: masvlaw@gmail.com segarralaw@gmail.com Fourzero, Inc., sought Chapter 11 bankruptcy protection (Bankr. D.P.R. Case No. 16-00100) on Jan. 12, 2016. FUNCTION(X) INC: DraftDay Gaming Collaborating with Draftstars -------------------------------------------------------------- DraftDay Gaming Group, a majority owned subsidiary of Function(x), Inc., has been engaged by Draftstars, one of the leading providers of daily fantasy sports contests in Australia to develop daily fantasy sports contests for cricket in Australia. Under its agreement with Draftstars, DraftDay Gaming Group has developed for Draftstars daily fantasy sports contests for the Australian Big Bash League (the professional Twenty20 cricket league). The games will be available on Draftstars' daily fantasy sports platform in Australia. The Twenty20 Cricket format is currently used in both international and domestic competition, with over 20 different countries competing in the format internationally, and 12 domestic leagues across the globe. This development will provide DDGG the opportunity to expand into the world of Cricket outside of Australia, leveraging its international partners' user base to introduce Cricket's large fan base to the exciting realm of daily fantasy sports. "We are very excited about our entry into the Cricket market, as this sport has tremendous reach on a global scale," said Robert FX Sillerman, executive chairman and CEO of Function (x). "With both the Indian Premier League and Australia’s Big Bash League represented in the Top 10 leagues as measured by average attendance, we believe that this is an excellent opportunity to introduce fantasy sports to the largely untapped market of Cricket fans." About DraftDay DraftDay Fantasy Sports, Inc. offers a high quality daily fantasy sports experience directly to consumers and to businesses desiring turnkey solutions to new revenue streams. DraftDay, with their unique and proprietary technology, is well-positioned to become a significant player in the explosive fantasy sports market. About Function(x)Inc. Based in New York, FunctionX Inc (NASDAQ:FNCX) is a diversified media and entertainment company. The Company conducts three lines of businesses, which are digital publishing through Wetpaint.com, Inc. (Wetpaint) and Rant, Inc. (Rant); fantasy sports gaming through DraftDay Gaming Group, Inc. (DDGG), and digital content distribution through Choose Digital, Inc. (Choose Digital). The Company's segments include Wetpaint, which is a media channel reporting original news stories and publishing information content covering television shows, music, celebrities, entertainment news and fashion; Choose Digital, which is a business-to-business platform for delivering digital content; DDGG, which is a business-to-business operator of daily fantasy sports, and Other. The Company's digital publishing business also includes Rant, which is a digital publisher that publishes original content in over 13 verticals, such as in sports, entertainment, pets, cars and food. The Company incurred a net loss of $63.68 million for the year ended June 30, 2016, compared to a net loss of $78.53 million for the year ended June 30, 2015. As of Sept. 30, 2016, Function(x) had $33.07 million in total assets, $27.51 million in total liabilities and $5.55 million in total stockholders' equity. BDO USA, LLP, in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended June 30, 2016, citing that the Company has suffered recurring losses from operations and at June 30, 2016, has a deficiency in working capital that raise substantial doubt about its ability to continue as a going concern. FUNCTION(X) INC: Proposes to Offer Shares of Common Stock --------------------------------------------------------- Function(x) Inc. filed with the Securities an Exchange Commission a preliminary prospectus on Form S-1 relating to a public offering of shares of the Company's common stock to purchase up to _____ aggregate shares of its common stock at a price of $___ per share. The Company's common stock is traded on the NASDAQ Capital Market under the symbol "FNCX." A full-text copy of the regulatory filing is available for free at https://is.gd/KlwyoL About Function(x)Inc. Based in New York, FunctionX Inc (NASDAQ:FNCX) is a diversified media and entertainment company. The Company conducts three lines of businesses, which are digital publishing through Wetpaint.com, Inc. (Wetpaint) and Rant, Inc. (Rant); fantasy sports gaming through DraftDay Gaming Group, Inc. (DDGG), and digital content distribution through Choose Digital, Inc. (Choose Digital). The Company's segments include Wetpaint, which is a media channel reporting original news stories and publishing information content covering television shows, music, celebrities, entertainment news and fashion; Choose Digital, which is a business-to-business platform for delivering digital content; DDGG, which is a business-to-business operator of daily fantasy sports, and Other. The Company's digital publishing business also includes Rant, which is a digital publisher that publishes original content in over 13 verticals, such as in sports, entertainment, pets, cars and food. The Company incurred a net loss of $63.68 million for the year ended June 30, 2016, compared to a net loss of $78.53 million for the year ended June 30, 2015. As of Sept. 30, 2016, Function(x) had $33.07 million in total assets, $27.51 million in total liabilities and $5.55 million in total stockholders' equity. BDO USA, LLP, in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended June 30, 2016, citing that the Company has suffered recurring losses from operations and at June 30, 2016, has a deficiency in working capital that raise substantial doubt about its ability to continue as a going concern. GEORGINA LLC: Court Says Case Is "Single Asset Real Estate" Case ---------------------------------------------------------------- Judge Martin R. Barash of the United States Bankruptcy Court for the Central District of California, San Fernando Valley Division, granted the motion filed by creditor Hersel Kohan for an order designating the chapter 11 case of Georgina, LLC, a "single asset real estate" case for purposes under Bankruptcy Code section 362(d)(3). Georgina LLC owns two parcels of undeveloped real property in the Antelope Valley. Kohan asserted that the properties constitute "single asset real estate" under the definition set forth in Bankruptcy Code section 101(51B), and are therefore subject to the automatic stay provisions of Bankruptcy Code section 362(d)(3). Georgina disagreed. The parties' disputed on: (i) whether the properties constitute a "single project" within the meaning of section 101(51B) and (ii) whether the properties may properly constitute single asset real estate where the properties do not generate any income. The parties did not dispute that: (i) Georgina is not conducting any business activities on the properties, other than holding the properties for future sale or development and (ii) the properties have not and currently do not generate any income. Judge Barash found that a preponderance of the evidence establishes the existence of single "project" or "common scheme" for purposes of Bankruptcy Code section 101(51B). This conclusion is supported by the following facts: 1. The properties were acquired at the same time. 2. The properties are being used for the same purpose: they are undeveloped and are being held for future sale or development. 3. The properties are adjacent to each other and share a common boundary. 4. The properties jointly secure a debt owing to Kohan. 5. Georgina has taken steps to market the properties together for future residential development by (i) obtaining the Tract Map, and (ii) entering into a postpetition Broker Agreement to market the properties together. 6. Shortly before the Georgina filed this case, Ben Sayani, Georgina's principal, sought to refinance the properties together, along with other adjacent properties in which Sayani holds direct or indirect interests. Judge Barash rejected Georgina's argument that, because the properties produce no income, it is impossible to satisfy the second requirement of Bankruptcy Code section 101(51B) -- that the subject real estate "generates substantially all of the gross income of a debtor." The judge held that a lack of income from the subject real estate does not preclude a finding that it is "single asset real estate" within the meaning of section 101(51(b). The judge explained that since Georgina has no income, then substantially all of its income could be said to be generated by the property; i.e. substantially all of nothing is nothing. Judge Barash concluded that Kohan has demonstrated that the properties constitute "single asset real estate" within the meaning of Bankruptcy Code section 101(51B). As such, the judge held that Bankruptcy Code section 362(d)(3) applies to the properties and the motion should be granted. Pursuant to section 362(d)(3), Kohan was granted relief from the automatic stay with respect to the properties unless, within 30 days following entry of the order granting the motion, Georgina (i) files a plan of reorganization that has a reasonable possibility of being confirmed within a reasonable time; or (ii) commences monthly payments that are in an amount equal to the interest at then applicable nondefault contract rate of interest on the value of the Kohan's interest in the properties. A full-text copy of Judge Barash's December 7, 2016 order is available at https://is.gd/gKOfXr from Leagle.com. Georgina, LLC is represented by: Raymond H. Aver, Esq. LAW OFFICES OF RAYMOND H. AVER 10801 National Boulevard, Suite 100 Los Angeles, CA 90064 Tel: (310)571-3511 United States Trustee (SV), U.S. Trustee, is represented by: S. Margaux Ross, Esq. OFFICE OF THE UNITED STATES TRUSTEE 915 Wilshire Blvd., Suite 1850 Los Angeles, CA 90017 Tel: (213)894-6811 About Georgina, LLC Georgina, LLC, based in Tarzana, CA 91356, based in Tarzana, CA 91356, filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 16-10140) on January 18, 2016. The Hon. Martin R. Barash presided over the case. Raymond H Aver, Esq. at LAW OFFICES OF RAYMOND H AVER APC served as bankruptcy counsel. In its petition, the Debtor estimated $2 million in assets and $908,697 in liabilities. The petition was signed by Ben Sayani, manager. The Debtor listed Imad Aboujawdah Civic Design and Drafting, Inc. as its largest unsecured creditor holding a claim of $25,600. GERALEX INC: Disclosures Okayed, Plan Hearing on Jan. 19 -------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Illinois will consider approval of the Chapter 11 plan of reorganization of Geralex, Inc. at a hearing on Jan. 19. The hearing will be held at 10:30 a.m., at Courtroom 644, 219 South Dearborn, Chicago, Illinois. The court will also consider at the hearing the final approval of the company's disclosure statement, which it conditionally approved on Dec. 13. Geralex filed its proposed restructuring plan and disclosure statement on Dec. 5. Class 3 - General Unsecured Claims -- approximately $257,374.28 -- are impaired under the Plan. Holders of allowed Class 3 Claims will be paid in full over time. The Debtor anticipates paying all claims within 52 months, but the amount of time it takes for the Debtor to pay Class 3 Claims in full will ultimately depend upon its financial performance and operating income. The payments required under the Plan will be made from the Debtor's operating income and the contribution made by the Debtor's owners, and to the extent necessary and required by the Plan, from the Debtor's cash reserves. The Disclosure Statement is available at: http://bankrupt.com/misc/ilnb16-06479-78.pdf The Plan was filed by the Debtor's counsel: William J. Factor, Esq. Z. James Liu, Esq. FACTORLAW 105 W. Madison, Suite 1500 Chicago, IL 60602 Tel: (847) 239-7248 Fax: (847) 574-8233 E-mail: wfactor@wfactorlaw.com jliu@wfactorlaw.com About Geralex Inc. Geralex, Inc. is an Illinois corporation with its principal place of business in Chicago, Illinois. The company provides janitorial services to commercial and government facilities, such as airports and schools. It has been in business since 2003. It is owned by Alejandra Alvarado (60%) and Gerardo Alvarado (40%). The Debtor sought Chapter 11 protection (Bankr. N.D. Ill. Case No. 16-06479) on February 26, 2016. GLACIERVIEW HAVEN: Trustee Wants to Enter Into Lease with Outzen ---------------------------------------------------------------- Andrew Wilson, the Chapter 11 Trustee of Glacierview Haven, LLC, asks the U.S. Bankruptcy Court for the Western District of Washington to authorize him to enter into a lease pursuant to which the consolidated bankruptcy estate would lease a real property to the Gary B. Outzen Trust ("Purchaser"), pending closing of the sale of substantially all of the property of the Consolidated Estate to the Purchaser for $1,800,000. The Consolidated Resort Debtors own and/or have an interest in 15 parcels of real property on Highway 20 along the Skagit River near Rockport, Washington that have historically been operated together as Skagit River Resort. Three of the now-substantively Consolidated Debtors initially filed individual Chapter 11 bankruptcies in December 2015 and March 2016 to stay a receivership motion and certain foreclosures initiated by secured creditor Columbia Bank. The cases were administratively consolidated on June 13, 2016 and the Trustee was appointed on June 20, 2016. All of the Debtors, with the exception of New Bullerville, LLC, were substantively consolidated on Aug. 5, 2016. New Bullerville was substantively consolidated with the remaining Debtors on Oct. 12, 2016. On Dec. 7, 2016, the Trustee filed a Motion for (1) Approval of Post-Petition Secured Financing and (2) Sale of Substantially All of the Consolidated Resort Debtors' Assets Free and Clear of Liens, Claims and Encumbrances Pursuant to Bankruptcy Code Section 363. The Sale Motion provides for the Purchaser's acquisition of substantially all of the Consolidated Estate Property for a purchase price of $1,800,000. The Purchaser is undertaking the transaction as part of a 1031 exchange and is currently in the process of securing financing. The Trustee intends to consummate the sale through a plan of liquidation in order to qualify for the state excise tax exemption. There are a number of conditions to the sale which must be satisfied before the Sale can close. Based upon these realities, the Sale is not projected to close for over two months. The Trustee ceased Resort operations in late October due to a lack of funds. The Resort is currently vacant. The Purchaser is anxious to begin operating the Resort under its own name pending the closing of the Sale. The Trustee is willing to lease the Consolidated Resort Property, to the Purchaser on a short-term basis, pending closing of a sale. The proposed Lease would provide a needed source of revenue to the Consolidated Estate pending closing. It would also eliminate security concerns with respect to the currently vacant property in an isolated area. Moreover, the Resort will remain listed for sale pending closing and the Resort will appear far more desirable to potential purchasers in an operating, rather than a vacant and deserted state. As set forth in the Lease, base rent would be comprised of 10% of the revenue the Purchaser generates through lodging rentals and restaurant receipts, excluding any applicable taxes. In addition, the Lease is a triple net lease and thus, the Purchaser will be responsible for paying property taxes with respect to the Consolidated Estate Property. This benefits the Consolidated Estate, which would otherwise have to fund these expenses. The Lease would terminate upon closing of the Sale. In the event the Sale does not close for any reason, the lease would terminate on the earlier of the closing of a sale of the Resort to a third party and one year. If the Trustee determines he must log timber from the Consolidated Estate Property, the Purchaser would have an opportunity to terminate the Lease. A copy og the Lease Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Glacierview_Haven_179_Sales.pdf The Trustee has demonstrated that the Lease will provide the Consolidated Estate funds that it needs and that the Resort will be in a better position if it is operating than if it is vacant. Entering into the Lease represents a sound exercise of the Trustee's business judgment. Accordingly, the Trustee asks that the Court enter an order authorizing him to enter into the Lease. About Glacierview Haven Glacierview Haven, LLC filed a Chapter 11 bankruptcy petition (Bankr. W.D. Wash. Case No. 15-17327) on December 17, 2015. Marc S. Stern, Esq., served as bankruptcy counsel to the Debtor. Forest Court, LLC filed a Chapter 11 petition (Bankr. W.D. Wash. Case No. 15-17329) on December 17, 2015, represented by Mr. Stern. Skagit River Resort, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wash. Case No. 16-11632) on March 28, 2016. The petition was signed by Don Clark, manager. The Debtor was also represented by Mr. Stern. Skagit River disclosed total assets of $2.22 million and total debts of $894,828. The Court later consolidated the three cases for procedural purposes; and then appointed Andrew Wilson as the Chapter 11 trustee. GLOBAL EAGLE: Moody's Lowers Senior Secured Rating to B1 -------------------------------------------------------- Moody's Investors Service has downgraded Global Eagle Entertainment, Inc.'s senior secured rating to B1 from Ba3 following a change in the company's capital structure. GEE plans to eliminate the prior proposed second lien term loan and increase its first lien term loan to $500 million from $460 million prior. Moody's has also downgraded the first lien revolving credit facility to B1 from Ba3. The shift in structure eliminates the loss absorption from the prior second lien debt and results in a lower rating for the first lien facility. Moody's has withdrawn GEE's B3 second lien rating as this debt will not be issued. Moody's has also affirmed the company's B1 corporate family rating (CFR) and B1-PD probability of default rating (PDR). The outlook remains stable. GEE will raise less cash than it had previously planned and its liquidity will modestly deteriorate. Moody's expects the company to have approximately $100 million of cash following the transaction and repayment of debt from EMC. Consequently, Moody's has downgraded GEE's speculative grade liquidity rating to SGL-2 from SGL-1. Moody's expects GEE to use cash on hand for M&A and capex, including the potential buy out of a joint venture partner. Downgrades: - Issuer: Global Eagle Entertainment, Inc. - Speculative Grade Liquidity Rating, Downgraded to SGL-2 from SGL-1 - Senior Secured Bank Credit Facility, Downgraded to B1 (LGD 3) from Ba3 (LGD 3) Outlook Actions: - Issuer: Global Eagle Entertainment, Inc. - Outlook, Remains Stable Affirmations: - Issuer: Global Eagle Entertainment, Inc. - Probability of Default Rating, Affirmed B1-PD - Corporate Family Rating, Affirmed B1 Withdrawals: - Issuer: Global Eagle Entertainment, Inc. - Senior Secured 2nd Lien Term loan, Withdrawn , previously rated B3 (LGD 5) RATING RATIONALE GEE's B1 CFR reflects its market position, diverse customer base and contracted recurring revenues and supplier relationships, as well as its valuable network assets and patented technologies. The rating also incorporates GEE's good liquidity, a seasoned and proven management team and the company's history of successfully integrating acquisitions. These strengths are offset by small scale, moderately high leverage of around 4x (Moody's adjusted) and the possibility for additional debt-funded acquisitions. The combination of GEE and EMC creates a global provider of satellite-based connectivity and media to the growing global mobility market. GEE has a strong track record of successfully delivering media content and connectivity to airlines while EMC is a top provider of connectivity to the aviation, maritime and hard-to-reach land markets. The combined company benefits from significant economies of scale and an enhanced global infrastructure that delivers a broader product portfolio to customers. GEE has a proven track record of integrating acquisitions and achieving synergies and expects to realize synergies with EMC of $15 million in 2017, growing to $40 million in 2018 and thereafter. "Moody's GEE's SGL-2 short-term liquidity rating reflects its good liquidity for the next 12 to 18 months due to a large cash balance and free cash flow generation. Moody's expect GEE to generate about $20 million free cash flow for FY2017 despite incurring one-time synergy costs. Moderate capital intensity and joint venture distributions from EMC's joint venture Wireless Maritime Services (WMS) boost cash flows. As of September 30, 2016, GEE had $56 million in cash. Moody's expect the financing transaction to result in $500 million of proceeds, leaving a cash balance of around $100 million. The company will also have an undrawn $85 million revolver at transaction close which Moody's expect will remain largely undrawn over the next 12 to 18 months," Moody's says. The stable outlook is based on Moody's view that GEE's integration of EMC will progress and result in the expected cost savings. Upward rating pressure could develop if GEE materially increases its scale, leverage (Moody's adjusted) is sustained below 3.5x and if FCF/Debt approaches 10%. Downward rating pressure could develop if leverage (Moody's adjusted) is not on track to fall below 4x by FYE2018. With headquarters in Los Angeles, California, Global Eagle Entertainment, Inc. and its subsidiaries form a leading full-service provider of connectivity and content to the worldwide travel industry. The company operates through the following two segments: Connectivity and Content. During the last twelve months ended September 30, 2016, the company generated $486 million in revenue. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. GRADE-CO LLC: Unsecureds to Get Additional $5K in Latest Plan ------------------------------------------------------------- Grade-Co, LLC, filed its latest Chapter 11 plan of reorganization, which proposes to pay an additional $5,000 to general unsecured creditors. Under the latest plan, the company will distribute $20,000 to Class 6 general unsecured creditors within 60 days of the effective date of the plan, and an additional $5,000 within the following 30 days. Such amounts will be distributed pro rata among Class 6 creditors. Grade-Co will pay 100% of the allowed claims of general unsecured creditors, which assert $58,941 in claims, according to the company's schedules and proofs of claim filed with the bankruptcy court. A copy of the second amended disclosure statement is available for free at https://is.gd/XWnzUf About Grade-Co, LLC Grade-Co, LLC is a Texas limited liability company with its principal place of business at 26910 Holly Lord, Magnolia. The Debtor provides land grading and excavation services. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Case No. 16-32405) on May 5, 2016. The petition was signed by Carl Mittelstedt, managing member. The Debtor is represented by Reese W. Baker, Esq. at Baker & Associates. The Debtor estimated assets of $100,001 to $500,000 and estimated debts of $100,001 to $500,000. GREEN ISLAND: Moody's Affirms Ba1 Rating on $15MM Revenue Bonds --------------------------------------------------------------- Moody's Investors Service has affirmed the Ba1 rating on Green Island Power Authority, NY's (GIPA or the authority) $15 million outstanding revenue bonds. The outlook has been revised to negative. The Ba1 rating reflects GIPA's small niche market of the Village of Green Island (the village) with a population that has below average income and wealth indicators, but also GIPA's status as a monopoly provider of power for the village. Further, the rating is impacted by the regulatory oversight of GIPA by the New York Public Service Commission (PSC), along with its limited track record of requesting rate increases to ensure that operations are sufficient to satisfy the authority's obligations. The rating also considers GIPA's volatile historical financial performance, including in FY 2016 when debt service coverage ratio (DSCR) was significantly below 1.0 times, and required the use of unrestricted cash on hand to pay debt service. While Moody's expect the leasing of the hydroelectric facility to Albany Engineering Company (AEC, unrated) to reduce margin volatility for hydroelectric revenues, GIPA is exposed to counterparty risk from a small private engineering firm for 25% of annual revenues. The rating further considers the narrow financial structure that is contemplated through an above-market contract-for-difference (CfD) sized to only cover operating expenses and debt service with limited cushion and anticipated to generate narrow financial metrics commensurate with a speculative grade rating. These risks are currently tempered by the authority's adequate, but declining liquidity position, and a debt service reserve fund that is currently over-funded for one year of debt service. Rating Outlook The negative outlook reflects the recent deterioration in GIPA's financial position, as demonstrated by a DSCR of 0.61 times in FY 2016, and the use of cash on hand to supplement operations and debt service and the uncertainty of whether this degree of underperformance will persist now that GIPA has transferred the risk of hydroelectric facility to AEC. While the contract is intended to provide more cash flow stability, Moody's negative outlook also reflects the possibility that DSCRs may remain below 1.0 in the new financial structure with AEC, as the financial structure is sized close to a 1.0 times DSCR. Moreover, the negative outlook recognizes the very small margin for error contemplated each year under the financial structure, the complexity associated with the structure, and the terminations rights available to either party which adds potential event risk to the issuer. Moody's would like to see greater transparency around the ability of the issuer to perform its operations under the new contractual framework to ensure that the structure is properly sized for the current rating, and provides adequate cushion for bondholders given the variance in revenues and operating expenses. Factors that Could Lead to an Upgrade Rating is unlikely to move up due to the negative outlook, but could stabilize if the new contracted structure can generate a DSCR of greater than 1.0 times on a sustained basis Liquidity can remain above 150 days cash on hand for a sustained period Factors that Could Lead to a Downgrade The new financial structure results in a DSCR that Moody's believe will be chronically below 1.0 times, and requires the regular use of cash on hand to supplement debt service payments Counterparty risk is elevated due to AEC's financial position or AEC inability to perform under the contractual arrangements Legal Security Net power system revenues. The indenture includes a 1.15x rate covenant and provision for a debt service reserve funded at maximum annual debt service. The rate covenant incorporates draws from and contributions to GIPA's rate stabilization account and is also based on a budgeted amount. Moody's consider these provisions as diluting the strength of the rate covenant. Use of Proceeds Not applicable. Obligor Profile GIPA is a small electric distribution and hydroelectric generating utility (1,600 total customers) that serves the electric needs of the Village of Green Island comprising three islands on the Hudson River approximately 9 miles north of Albany. GIPA owns and operates a run-of-the-river 6 MW hydroelectric facility and a distribution system to provide low-cost power to its residential, commercial, industrial and municipal users. HAIN CELESTIAL: Obtains Limited Waiver, Credit Facility Extension ----------------------------------------------------------------- The Hain Celestial Group, Inc., an organic and natural products company with operations in North America, Europe and India providing consumers with A Healthier Way of Life(TM), on Dec. 20 disclosed that it has received a second limited waiver and extension of certain obligations under its unsecured credit facility from its lenders until Feb. 27, 2017. This relates to the delivery of the Company's financial statements for fiscal year 2016, first quarter fiscal year 2017, and if necessary, second quarter fiscal year 2017, concurrent with the compliance extension previously granted by The Nasdaq Stock Market LLC. This will allow Hain Celestial to be compliant with its borrowing obligations while the Company works to complete the filing of its Annual Report on Form 10-K for its fiscal year ended June 30, 2016 as well as its first quarter and second quarter fiscal year 2017 financial statements. The unsecured $1 billion senior credit facility is scheduled to mature in December 2019 and may be increased by an additional $350 million provided certain conditions are met. "We are pleased to receive the continued full support of our bank group led by Bank of America Merrill Lynch and Wells Fargo in securing this waiver and extension as we move forward in our reporting process," commented Irwin D. Simon, Founder, President and Chief Executive Officer of Hain Celestial. "We continue to have operating flexibility for a solid financial platform with working capital and acquisition capital to support our strategic growth initiatives." About The Hain Celestial Group Headquartered in Lake Success, NY, The Hain Celestial Group -- http://www.hain.com/-- is an organic and natural products company with operations in North America, Europe and India. Hain Celestial participates in many natural categories with well-known brands that include Celestial Seasonings(R), Earth's Best(R), Ella's Kitchen(R), Terra(R), Garden of Eatin'(R), Sensible Portions(R), Health Valley(R), Arrowhead Mills(R), MaraNatha(R), SunSpire(R), DeBoles(R), Casbah(R), Rudi's Organic Bakery(R), Hain Pure Foods(R), Spectrum(R), Spectrum Essentials(R), Imagine(R), Almond Dream(R), Rice Dream(R), Soy Dream(R), WestSoy(R), The Greek Gods(R), BluePrint(R), FreeBird(R), Plainville Farms(R), Empire(R), Kosher Valley(R), Yves Veggie Cuisine(R), Europe's Best(R), Cully & Sully(R), New Covent Garden Soup Co.(R), Johnson's Juice Co.(R), Farmhouse Fare(R), Hartley's(R), Sun-Pat(R), Gale's(R), Robertson's(R), Frank Cooper's(R), Linda McCartney(R), Lima(R), Danival(R), Happy(R), Joya(R), Natumi(R), GG UniqueFiber(R), Tilda(R), JASON(R), Avalon Organics(R), Alba Botanica(R), Live Clean(R) and Queen Helene(R). Hain Celestial has been providing A Healthier Way of Life(TM) since 1993. HAMILTON SUNDSTRAND: Bank Debt Trades at 6% Off ----------------------------------------------- Participations in a syndicated loan under Hamilton Sundstrand Industrial is a borrower traded in the secondary market at 94.00 cents-on-the-dollar during the week ended Friday, December 16, 2016, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 1.75 percentage points from the previous week. Hamilton Sundstrand Industrial pays 300 basis points above LIBOR to borrow under the $1.67 billion facility. The bank loan matures on Dec. 10, 2019 and carries Moody's B3 rating and Standard & Poor's B rating. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended December 16. HARRISONBURG REDEVELOPMENT: Moody's Puts B3 Bonds Rating on Review ------------------------------------------------------------------ Moody's has placed the ratings of two standalone bond transactions under review for possible downgrade. 1. $2,045,000 of El Paso (County of), CO, Single Family Mortgage Revenue and Refunding Bonds, Southern Front Range Region Program (Guaranteed Mortgage-Backed Securities) Tax-Exempt Series 2007E (AMT) and Taxable Series 2007F; Aaa 2. $1,075,000 of Harrisonburg Redevelopment & Housing Auth, VA Taxable Multi-Family Housing Revenue Bonds (Huntington Village Apartments Project) 2001B; B3 SUMMARY RATING RATIONALE This rating action is based on several unsuccessful attempts to obtain information required for review from the trustee. As a result, we currently do not possess sufficient information to maintain the existing ratings on the bonds. Over the next 30 days, we will continue to attempt collection of information from the appropriate parties, however, if sufficient information is not received, the ratings may be downgraded or withdrawn. WHAT COULD MAKE THE RATING GO UP - Improvement in program-asset-to-debt-ratio WHAT COULD MAKE THE RATING GO DOWN - Deterioration of the program's financial position STRENGTHS - High quality of the credit enhanced mortgage CHALLENGES - Performance relies on proper administration and adherence to mandatory provisions of the trust indenture and financing agreement by all parties - Little to no additional security is available from outside the trust estate METHOLODGY The principal methodology used in this rating was US Stand-Alone Housing Bond Programs Secured by Credit Enhanced Mortgages published in December 2012. HART OIL: Court Dismisses Trustee's Suit vs. John Ehrman -------------------------------------------------------- Judge David T. Thuma of the United States Bankruptcy Court for the District of New Mexico granted John Ehrman's motion to dismiss all claims against him for lack of standing in the adversary proceeding captioned ROBERT YAQUINTO, JR., Plaintiff, v. JOHN N. EHRMAN, Defendant, Adv. No. 14-01138 t (Bankr. D.N.M.). On December 15, 2014, the liquidation trustee for the debtor, Hart Oil & Gas, Inc., brought the adversary proceeding against the Citizen's Bank of Kilgore, the debtor's main secured lender. In March 20, 2015, however, the liquidating trustee filed a second amended complaint, bringing 18 or so state law and other claims against the Bank, and bringing five state law claims against a new defendant, Ehrman. Ehrman is not a creditor in the bankruptcy case, did not file a proof of claim, and is not on the Court's mailing matrix for the bankruptcy case. Ehrman was not involved in any litigation in the bankruptcy case. Hart Oil did not list any claims against Ehrman on its schedules. No plan or disclosure statement filed in the case by any party alleged that the estate held claims against Ehrman. Ehrman moved to dismiss on March 15, 2016, arguing that the plan of liquidation confirmed in the bankruptcy case did not adequately reserve the claims against him, so the trustee has no claims to pursue. Judge Thuma found that Hart Oil's plan of liquidation's definition of "Cause of Action" is generic, albeit more detailed than "all actions." The judge held that the generic nature of the plan/disclosure statement's claim reservation language did not provide any significant notice to creditors, and did not comply with the requirement that section 1123(b)(3) of the Bankruptcy Code do more than recapitulate section 1141(b) wholesale retention of assets. The judge explained that, perhaps with small, routine state law claims, the plan's generic language might suffice (like the generic reservation language for chapter 5 avoidance actions), but something more is required for large, unusual, allegedly valuable claims like the ones against Ehrman. The judge also found that although the Ad Hoc Committee of Creditors knew enough about the claims to make a reasonable attempt to specifically reserve and disclose the claims in the plan/disclosure statement, the Committee did not do so. Because the claims were not adequately reserved, Judge Thuma concluded that Hart Oil does not have standing to assert them. The bankruptcy case is In re: HART OIL & GAS, INC., Debtor, Case No. 12-13558 t11 (Bankr. D.N.M.). A full-text copy of Judge Thuma's December 13, 2016 opinion is available at https://is.gd/a5cKct from Leagle.com. Hart Oil & Gas, Inc., a Colorado Profit Corporation, is represented by: James A. Askew, Esq. Edward Alexander Mazel, Esq. Daniel Andrew White, Esq. ASKEW & MAZEL, LLC 320 Gold Avenue S.W., Suite 300A Albuquerque, NM 87102 Tel: (505)433-3097 Fax: (505)717-1494 Email: jaskew@askewmazelfirm.com edmazel@askewmazelfirm.com dwhite@askewmazelfirm.com -- and -- Andrew R. Korn, Esq. KORN DIAZ FIRM 4221 Avondale Ave Dallas, TX 75219 Tel: (214)521-8800 -- and -- Russell C. Lowe, Esq. 110 Second Street SW Albuquerque, NM 87103 Tel: (505)633-8709 Robert Yaquinto, Jr., Liquidation Trustee, Liquidator, is represented by: Kirk Allen Kennedy, Esq. THE KENNEDY FIRM Robert L. Finch, Trustee, is represented by: Chris W. Pierce, Esq. HUNT & DAVIS, P.C. 2632 Mesilla, N.E. Albuquerque, NM United States Trustee, U.S. Trustee, is represented by: Ronald Andazola, Esq. Alice Nystel Page, Esq. OFFICE OF THE U.S. TRUSTEE 421 Gold Avenue SW, Room 112 Albuquerque, NM 87102 Tel: (505)248-6544 Fax: (505)248-6558 Unsecured Creditors' Committee, Creditor Committee, is represented by: Bonnie P. Bassan, Esq. George M. Moore, Esq. MOORE, BASSAN & BEHLES P.C. 3800 Osuna Road, NE, Ste. 2 Albuquerque, NM 87109 Tel: (505)242-1218 Email: bbg11usc@swcp.com gmm11usc@swcp.com About Hart Oil Hart Oil & Gas, Inc., based in Austin, Texas, filed for Chapter 11 (Bankr. D.N.M. Case No. 12-13558) on Sept. 25, 2012. Judge Robert H. Jacobvitz was first assigned to the case. William F. Davis, Esq. -- daviswf@nmbankruptcy.com -- at William F. Davis & Associates, P.C., serves as the Debtor's counsel. In its petition, the Debtor estimated $100,001 to $500,000 in assets, and $1 million to $10 million in debts. A list of the Company's 20 largest unsecured creditors filed with the petition is available for free at http://bankrupt.com/misc/nmb12-13558.pdf.The petition was signed by Andrew Brian Saied, president. HART OIL: Kennedy Directed to Return $22K to Liquidation Trustee ---------------------------------------------------------------- Judge David T. Thuma of the United States Bankruptcy Court for the District of New Mexico granted Marilyn Smelcer's motion to require Kirk Kennedy to return at least $22,753 to the liquidation trustee for redistribution. Kennedy represented Smelcer in an adversary proceeding filed on December 15, 2014, against Citizens Bank of Kilgore, which sought to avoid the bank's asserted liens on estate collateral. The complaint was later amended in March 2015, substantially broadening the claims. Smelcer, through Kennedy, objected to Citizens Bank's claim on March 3, 2015. By an order entered June 16, 2015, the Court reduced the bank's claim by $308,501.74. On July 2, 2015, the Court dismissed many but not all of the claims asserted in the Second Amended Complaint against Citizens Bank. Shortly thereafter, Kennedy sought approval from the U.S. Trustee to be paid $60,469.86 from estate assets, with another $62,930.80 deferred until a later date, pursuant to a Reverse Contingency Fee Agreement. The U.S. Trustee filed an objection to the fee request on August 10, 2015. The fee dispute and related matters were mediated on September 14, 2015. The result was a settlement agreement drafted by Kennedy's counsel. On September 28, 2015, the Court entered a stipulated order memorializing the settlement agreement. Smelcer resigned as the liquidating trustee effective on or about October 27, 2015, and Robert Yaquinto, Jr. was appointed the successor liquidating trustee. After the Court entered the agreed order, Kennedy incurred $22,753 in expert witness fees or other costs in the adversary proceeding. Citizens Bank settled with Yaquinto on or about June 8, 2016, agreeing to pay the liquidation estate $412,000. On July 11, 2016, Yaquinto paid Kennedy $187,553, representing 40% of the Citizens Bank settlement and the $22,753 in costs. Smelcer objected to, inter alia, the $22,753 payment. Smelcer argued that the payment was contrary to Kennedy's fee agreement with the liquidation estate, and that she did not intend to agree that Kennedy could be reimbursed for litigation expenses he paid. Rather, she understood that the previous agreement remained in place, i.e., that Kennedy would get a 40% contingency fee but "absorb" all litigation costs. Kennedy countered that the agreement was changed in September 2015 to allow him to collect the funds. When Kennedy settled, he thought there was an agreement to change his fee arrangement so he could be reimbursed for any litigation costs he paid. Judge Thuma found that the provision of the agreed order relating to the payment of expenses is ambiguous. After considering the parties' intent and the applicable rules of contract construction, the judge construed the agreed order to mean that Kennedy must pay for the litigation expenses without a right of reimbursement. The judge thus granted Smelcer's motion to the extent she wants Kennedy to return $22,753 to the estate. A full-text copy of Judge Thuma's December 7, 2016 opinion is available at https://is.gd/niCext from Leagle.com. Hart Oil & Gas, Inc., a Colorado Profit Corporation, is represented by: James A. Askew, Esq. Edward Alexander Mazel, Esq. Daniel Andrew White, Esq. ASKEW & MAZEL, LLC 320 Gold Avenue S.W., Suite 300A Albuquerque, NM 87102 Tel: (505)433-3097 Fax: (505)717-1494 Email: jaskew@askewmazelfirm.com edmazel@askewmazelfirm.com dwhite@askewmazelfirm.com -- and -- Andrew R. Korn, Esq. KORN DIAZ FIRM 4221 Avondale Ave Dallas, TX 75219 Tel: (214)521-8800 -- and -- Russell C. Lowe, Esq. 110 Second Street SW Albuquerque, NM 87103 Tel: (505)633-8709 Robert Yaquinto, Jr., Liquidation Trustee, Liquidator, is represented by: Kirk Allen Kennedy, Esq. THE KENNEDY FIRM Robert L. Finch, Trustee, is represented by: Chris W. Pierce, Esq. HUNT & DAVIS, P.C. 2632 Mesilla, N.E. Albuquerque, NM United States Trustee, U.S. Trustee, is represented by: Ronald Andazola, Esq. Alice Nystel Page, Esq. OFFICE OF THE U.S. TRUSTEE 421 Gold Avenue SW, Room 112 Albuquerque, NM 87102 Tel: (505)248-6544 Fax: (505)248-6558 Unsecured Creditors' Committee, Creditor Committee, is represented by: Bonnie P. Bassan, Esq. George M. Moore, Esq. MOORE, BASSAN & BEHLES P.C. 3800 Osuna Road, NE, Ste. 2 Albuquerque, NM 87109 Tel: (505)242-1218 Email: bbg11usc@swcp.com gmm11usc@swcp.com About Hart Oil Hart Oil & Gas, Inc., based in Austin, Texas, filed for Chapter 11 (Bankr. D.N.M. Case No. 12-13558) on Sept. 25, 2012. Judge Robert H. Jacobvitz was first assigned to the case. William F. Davis, Esq. -- daviswf@nmbankruptcy.com -- at William F. Davis & Associates, P.C., serves as the Debtor's counsel. In its petition, the Debtor estimated $100,001 to $500,000 in assets, and $1 million to $10 million in debts. A list of the Company's 20 largest unsecured creditors filed with the petition is available for free at http://bankrupt.com/misc/nmb12-13558.pdf.The petition was signed by Andrew Brian Saied, president. HOUSTON BLUEBONNET: Suit vs. Lyle Estate to Texas State Court ------------------------------------------------------------- Judge Marvin Isgur of the United States Bankruptcy Court for the Southern District of Texas, Houston Division, remanded the adversary proceeding captioned DANIEL R. JAPHET, et al, Plaintiff(s). v. KENNETH R. LYLE ESTATE, JENNIE KAY BIERSCHEID EXECUTRIX, et al, Defendant(s), Adversary No. 16-03225 (S.D Tex.) to the 149th Judicial District of Brazoria County, Texas. On September 30, 2016, Houston Bluebonnet, L.L.C., removed to the bankruptcy court a state court action brought by Daniel R. Japhet, et al., that involved a dispute as to the proper interpretation of a 1919 oil and gas assignment between Dan A. Japhet and Humble Oil & Refining Co. On October 5, 2016, the plaintiffs filed a motion for abstention and remand on the grounds of mandatory abstention under 28 U.S.C. section 1334(c)(2), permissive abstention under 28 U.S.C. section 1334(c)(1), and equitable remand under 28 U.S.C. section 1452(b). Judge Isgur found that mandatory abstention is appropriate in the adversary proceeding under section 1334(c)(2). The judge found that the plaintiffs successfully established all of the elements for mandatory abstention. The judge held that the claims in the proceeding have no basis for federal jurisdiction other than section 1334(b). Judge Isgur also found that the plaintiffs also successfully established that their state law claims are non-core. The judge found that the proceeding does not qualify as core under section 157(b)(2)(A) because it does not concern the administration of the bankruptcy estate as contemplated by the statute. Judge Isgur also found that the proceeding does not qualify as core under section 157(b)(2)(B) even though the plaintiffs brought claims against Houston Bluebonnet's bankruptcy estate. The judge noted that the plaintiffs' claims are not in the form of a proof of claim but instead are state law claims removed to federal court. The judge explained that a state law claim that does not depend on the bankruptcy laws for its existence is not a core proceeding. Judge Isgur also held that the proceeding does not qualify as core under section 157(b)(2)(C) even though Houston Bluebonnet filed counterclaims against the plaintiffs. The judge stated that because the plaintiffs' claims and Houston Bluebonnet's counterclaims are state court claims and not bankruptcy claims, the claims cannot yet be resolved in the process of ruling on a proof of claim in Houston Bluebonnet's bankruptcy case. Consequently, the judge held that the proceeding does not qualify as core under section 157(b)(2)(C) as a counterclaim by the estate against a creditor. Finally, Judge Isgur held that the proceeding does not qualify as core under section 157(b)(2)(O) even though it may affect the liquidation of estate assets. The judge found that the state law origins of the plaintiffs' claims are not dispositive as to whether they are core under section 157(b)(2)(O), and that the claims in this proceeding could easily stand independently from the underlying bankruptcy case. Judge Isgur also noted that the plaintiffs and Houston Bluebonnet both agree that the plaintiffs' claims were originally filed in state court, and that the plaintiffs adequately proved that the adversary proceeding can be timely adjudicated in state court. Lastly, Judge Isgur held that even if mandatory abstention does not apply in this adversary proceeding, permissive abstention under section 1334(c)(1) would still be appropriate. The bankruptcy case is IN RE: HOUSTON BLUEBONNET, L.L.C., Chapter 11, Debtor(s), Case No 16-34850 (Bankr. S.D. Tex.). A full-text copy of Judge Isgur's December 6, 2016 memorandum opinion is available at https://is.gd/LiwW7g from Leagle.com. Houston Bluebonnet, L.L.C. is represented by: H. Miles Cohn, Esq. Michelle Valadares Friery, Esq. CRAIN, CATON & JAMES, PC Five Houston Center, 17th Floor 1401 McKinney, Suite 1700 Houston, TX 77010 Tel: (713)658-2323 Fax: (713)658-1921 Email: mcohn@craincaton.com mfriery@craincaton.com -- and -- Gary Eugene Ellison, Esq. ATTORNEY AT LAW 11767 Katy Freeway, Suite 330 Houston, TX 77079-1729 Tel: (281)531-5588 Fax: (281)531-6166 US Trustee, U.S. Trustee, is represented by: Christine A. March, Esq. OFFICE OF THE US TRUSTEE 515 Rusk Street, Suite 3516 Houston, TX 77002 Tel: (713)718-4650 Fax: (713)718-4670 About Houston Bluebonnet, LLC Houston Bluebonnet, LLC, filed for Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Case No. 16-34850) on Sept. 30, 2016, estimating its assets and liabilities at between $100,001 to $500,000. The petition was signed by Allyson Davis.â€¨â€¨H. Miles Cohn, Esq., of Crain, Caton & James, P.C., serves as the Debtor's bankruptcy counsel. HPIL HOLDING: Relocates Executive Office to Freeland, Michigan -------------------------------------------------------------- HPIL Holding approved on April 12, 2016, a change in the address of its principal executive office. The Company's new principal executive office is located at 5 Appleshire CT, Freeland, Michigan 48623. About HPIL Holding HPIL Holding (formerly Trim Holding Group) was incorporated on Feb. 17, 2004, in the state of Delaware under the name TNT Designs, Inc. A substantial part of the Company's activities were involved in developing a business plan to market and distribute fashion products. On June 16, 2009, the majority interest in the Company was purchased in a private agreement by Mr. Louis Bertoli, an individual, with the objective to acquire and/or merge with other businesses. On Oct. 7, 2009, the Company merged with and into Trim Nevada, Inc., which became the surviving corporation. The merger did not result in any change in the Company's management, assets, liabilities, net worth or location of principal executive offices. However, this merger changed the legal domicile of the Company from Delaware to Nevada where Trim Nevada, Inc. was incorporated. Each outstanding share of TNT Designs, Inc. was automatically converted into one share of the common stock of Trim Nevada, Inc. Pursuant to the merger, the Company changed its name from TNT Designs, Inc. to Trim Holding Group and announced the change in the Company's business focus to health care and environmental quality sectors. Afterwards the Company determined it no longer needed its inactive subsidiaries, and as such, all three subsidiaries were dissolved. On May 21, 2012, the Company changed its name to HPIL Holding. MNP LLP, in Mississauga, Ontario, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has incurred continuing losses and negative cash flows from operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The Company reported a net loss and comprehensive loss available to common shareholders of $92,659 following a net loss and comprehensive loss available to common shareholders of $456,589 for the year ended Dec. 31, 2014. As of Sept. 30, 2016, the Company had $6.80 million in total assets, $80,875 in total liabilities, all current, $6.72 million in total stockholders' equity. INDUSTRIAL SKATE: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: Industrial Skate & Boards, Inc. 5325 S. Kyrene Road, Suite 104 Tempe, AZ 85283 Case No.: 16-14389 Chapter 11 Petition Date: December 21, 2016 Court: United States Bankruptcy Court District of Arizona (Phoenix) Judge: Hon. Daniel P. Collins Debtor's Counsel: Hilary L Barnes, Esq. ALLEN BARNES & JONES, PLC 1850 N. Central Ave., Suite 1150 Phoenix, AZ 85004 Tel: 602-256-6000 Fax: 602-252-4712 E-mail: hbarnes@allenbarneslaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Douglas Butcher, president/CEO. The Debtor did not include a list of its largest unsecured creditors when it filed the petition. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/azb16-14389.pdf INT'L MANUFACTURING: Partial Dismissal of Suit vs. ZB Recommended ----------------------------------------------------------------- In the adversary proceeding captioned BEVERLY N. McFARLAND, Chapter 11 Trustee, Plaintiff, v. CALIFORNIA BANK AND TRUST, et al., Defendants, Adv. Pro. No. 16-2090-D, Docket Control No. BN-2 (Bankr. E.D. Cal.), Judge Robert S. Bardwil of the United States Bankruptcy Court for the Eastern District of California recommended that the motion filed by the defendant, ZB, N.A., to dismiss the first amended complaint be granted in part. On September 21, 2016, defendant ZB, N.A. filed a motion to dismiss the first amended complaint of the plaintiff, Beverly McFarland, who is also the trustee in the chapter 11 case in which the adversary proceeding is pending, pursuant to Fed. R. Civ. P. 12(b)(6), made applicable in the proceeding by Fed. R. Bankr. P. 7012(b), for failure to state a claim upon which relief can be granted. Judge Bardwil concluded that Count 10 (security interests) of the amended complaint should be dismissed in its entirety because the security interests granted by way of the February 20, 2007 Business Loan Agreement were granted outside the seven-year period of the statute of repose, and therefore, are not subject to attack. The ruling applies to the security interests securing all of ZB's loans to the International Manufacturing Group, Inc. (IMG), including, as a result of the future advances language, those made within the seven-year period. Judge Bardwil also held that the ruling likewise applies to Count 9 as to IMG's obligations incurred more than seven years prior to the commencement of the chapter 11 case; as to those five obligations, Count 9 should be dismissed. Similarly, Judge Bardwil held that Counts 1, 2 and 4 should be dismissed with respect to repayments made to ZB on loans made to IMG outside the seven-year period, as those repayments were made from the ZB's own collateral, and thus, under First Alliance Mortgage, they are not subject to attack. In short, as to Count 10, as to those portions of Count 9 concerning obligations incurred outside the seven-year period, and as to those portions of Counts 1, 2, and 4 concerning repayments on those obligations, accepting as true all facts alleged in the amended complaint and drawing all reasonable inferences in favor of the trustee, Judge Bardwil concluded that when viewed in light of the seven-year statute of repose of Cal. Civ. Code section 3439.09(c), the complaint does not contain "sufficient factual matter, accepted as true, to 'state a claim to relief that is plausible on its face.'" The judge further found that the trustee has suggested no way in which she could, by amendment to the complaint, overcome the statute of repose with respect to the security interests or those five obligations; thus, amendment would be futile, and the trustee's request for leave to amend should be denied. The bankruptcy case is In re: INTERNATIONAL MANUFACTURING GROUP, INC., Debtor, Case No. 14-25820-D-11 (Bankr. E.D. Cal.). A full-text copy of Judge Bardwil's December 6, 2016 order is available at https://is.gd/P15rA7 from Leagle.com. International Manufacturing Group, Inc. is represented by: Marc A. Caraska, Esq. 555 University Avenue, Suite 116 (East Wing) Sacramento, CA 95825 Tel: (916)488-4529 Beverly N. McFarland, Trustee, is represented by: Jennifer E. Niemann, Esq. Thomas A. Willoughby, Esq. 400 Capitol Mall, Suite 1750 Sacramento, CA 95814 Tel: (916)329-7400 Email: jniemann@ffwplaw.com twilloughby@ffwplaw.com -- and -- Christopher Daniel Sullivan, Esq. Michael J. Yoder, Esq. DIAMOND MCCARTHY LLP 150 California Street, Suite 2200 San Francisco, CA 94111 Tel: (415)692-5200 Fax: (415)263-9200 Email: csullivan@diamondmccarthycom myoder@diamondmccarthy.com -- and -- Allan B. Diamond, Esq. DIAMOND MCCARTHY LLP Two Houston Center 909 Fannin Street, 15th Floor Houston, TX 77010 Tel: (713)333-5100 Fax: (713)333-5199 Email: adiamond@diamondmccarthy.com Tracy Hope Davis, U.S. Trustee, is represented by: David A. Honig, Esq. 1855 Market Street San Francisco, CA 94103 Tel: (415)817-9200 Fax: (415)462-5450 Email: david@josephandcohen.com About International Manufacturing Deepal Wannakuwatte, the mastermind of a $150 million Ponzi scheme, put himself and his company, International Manufacturing Group Inc., into Chapter 11 after he pleaded guilty to one count of wire fraud and agreed to a 20-year prison sentence. The bankruptcy filing was part of his plea bargain with federal prosecutors. Mr. Wannakuwatte is the former owner of the Sacramento Capitols tennis team. Mr. Wannakuwatte initiated his personal Chapter 11 case on May 30, 2014. Hank Spacone was appointed as trustee for Wannakuwatte's Chapter 11 estate. Betsy Kathryn Wannakuwatte and Sarah Kathryn Wannakuwatte also have pending Chapter 7 cases. Mr. Wannakuwatte also submitted a Chapter 11 bankruptcy petition for IMG on May 30, 2014 (Bankr. E.D. Cal. Case No. 14-25820) in Sacramento. The case is assigned to Judge Robert S. Bardwil. The Debtor tapped Marc A. Caraska, in Sacramento, as counsel. In June 2014, Beverly N. McFarland was appointed as Chapter 11 trustee for IMG. She tapped Felderstein Fitzgerald Willoughby & Pascuzzi LLP as her bankruptcy counsel; Diamond McCarthy LLP as Her special litigation counsel; Gabrielson & Company as accountant; and Karen Rushing as bookkeeper outside the ordinary course of business. The U.S. Trustee for Region 7 appointed a three-member unsecured creditors panel in IMG's case comprising of Byron Younger, Janine Jones, and Steve Whitesides. INTERNATIONAL TEXTILE: WL Ross, et al., No Longer Own Common Shares ------------------------------------------------------------------- In an amended Schedule 13D filed with the Securities and Exchange Commission, these reporting persons disclosed that they have ceased to beneficially own shares of common stock, without par value, of International Textile Group, Inc. as of Oct. 24, 2016: 1. WL Ross & Co. LLC 2. WLR Recovery Fund II, L.P. 3. WLR Recovery Fund III, L.P.; 4. WLR Recovery Fund IV, L.P.; 5. WLR IV Parallel ESC, L.P.; 6. WLR Recovery Associates II LLC; 7. WLR Recovery Associates III LLC; 8. WLR Recovery Associates IV LLC; 9. INVESCO WLR IV Associates, LLC; 10. Invesco Private Capital, Inc.; 11. WL Ross Group, L.P.; 12. El Vedado, LLC; 13. WLR/AR Holdings, Inc.; and 14. Wilbur L. Ross, Jr. On Oct. 24, 2016, International Textile, WLR Recovery Fund IV, L.P. and WLR IV Parallel ESC, L.P. entered into an Exchange and Contribution Agreement pursuant to which, among other things, (i) Fund IV exchanged and contributed to the capital of the Issuer an aggregate of $17,952,254 in principal and accrued interest of the Issuer's debt securities identified as "Senior subordinated notes -- related party, including PIK interest" on the Issuer's consolidated balance sheets in exchange for 14,936,748 shares of the Issuer's Common Stock and (ii) Parallel ESC exchanged and contributed to the capital of the Issuer an aggregate of $76,021 in principal and accrued interest of the Tranche B Notes in exchange for 63,252 shares of the Issuer's Common Stock. In connection with the structuring of the sale of all of the debt and equity securities of International Textile held by the Reporting Persons to Platinum Equity, LLC, it was determined that as part of the tax planning for the transaction a portion of the Tranche B Notes held by the Reporting Persons should be exchanged for equity securities of the Issuer and a portion of such Tranche B Notes should be contributed to the capital of the Issuer, in each case, prior to consummation of the securities sale transaction with Platinum Equity. The Reporting Persons requested that the Issuer facilitate this exchange and contribution and a Special Committee of the Board of Directors of the Issuer was engaged to review the request. In order to effect this exchange and contribution, two of the Reporting Persons, Fund IV and Parallel IV, negotiated the Exchange Agreement with the Special Committee and entered into the Exchange Agreement with the Issuer on Oct. 24, 2016, following the execution of the SPA. As part of the separate negotiations between the Special Committee and Platinum Equity regarding a merger of the Issuer and a Platinum Equity affiliate that would become effective following the consummation of Platinum Equity's proposed acquisition of the Issuer's debt and equity securities held by the Reporting Persons and would cash out the Issuer's minority stockholders, the Special Committee and Platinum Equity requested that a portion of the securities to be issued to Fund IV and Parallel ESC pursuant to the Exchange Agreement be in the form of Common Stock, such that Platinum Equity would hold at least 90% of each class of the Issuer's equity securities after consummation of the securities purchase transaction with the Reporting Persons and that therefore Platinum Equity would be able to effect the Merger as a "short-form" merger under Section 253 of the General Corporation Law of the State of Delaware. The 15,000,000 shares of Common Stock acquired by the Reporting Persons were acquired by the Reporting Persons pursuant to the Exchange Agreement. Pursuant to the Securities Purchase Agreement, dated as of Oct. 24, 2016, by and among Project Ivory Acquisition LLC, a Delaware limited liability company, Project Ivory Merger Corporation, a Delaware corporation and a wholly-owned subsidiary of Project Ivory Intermediate Holding II Corporation, a Delaware corporation, each of which is an affiliate of Platinum Equity, WLR Recovery Fund II, L.P., WLR Recovery Fund III, L.P., Fund IV, Parallel ESC, WLR/GS Master Co-Investment, L.P. and WLR/AR Holdings, Inc., Acquisition Company and Merger Sub acquired from the WLR Seller Entities, all 29,334,155 shares of Common Stock (including the 15,000,000 shares acquired pursuant to the transactions contemplated by the Exchange Agreement) then owned by the WLR Seller Entities. The purpose of the transactions contemplated by the SPA was to effect the complete divestiture of all of the debt and equity securities of the Issuer beneficially owned by the Reporting Persons. As a result of the foregoing transaction, the Reporting Persons disposed of all of their shares of the Issuer's Common Stock and ceased to be the beneficial owners of 5% or more of the Issuer's Common Stock. A full-text copy of the regulatory filing is available at: https://is.gd/jxUsQW About International Textile International Textile Group, Inc., is a global, diversified textile manufacturer headquartered in Greensboro, North Carolina, with current operations principally in the United States, China, Mexico, and Vietnam. ITG's long-term focus includes the realization of the benefits of its global expansion, including reaching full production at ITG facilities in China and Vietnam, and continuing to seek other strategic growth opportunities. International Textile reported a net loss attributable to common stock of $14,000 on $610.40 million of net sales for the year ended Dec. 31, 2015, compared to a net loss attributable to common stock of $15.40 million on $595.44 million of net sales for the year ended Dec. 31, 2014. As of June 30, 2016, International Textile had $323.3 million in total assets, $359.8 million in total liabilities and a total stockholders' deficit of $36.54 million. INTERPACE DIAGNOSTICS: Has $1.9M Registered Common Stock Offering ----------------------------------------------------------------- Interpace Diagnostics Group, Inc., announced that it has entered into a securities purchase agreement with a single institutional investor to purchase 2,000,000 shares of common stock at a price of $0.53 per share and 1,600,000 pre-funded warrants to purchase common stock, at a purchase price of $0.52 per share, with $0.01 per share payable upon exercise of each pre-funded warrant, in a registered direct offering with gross proceeds of approximately $1.9 million. The offering is expected to close on or about Dec. 22, 2016, subject to the satisfaction of customary closing conditions. Maxim Group LLC acted as exclusive placement agent for the offering. After deducting the placement agent's commission and other estimated offering expenses payable by Interpace, the net proceeds to Interpace are anticipated to be approximately $1.7 million. Interpace intends to use the net proceeds of the offering for working capital, repayment of indebtedness and general corporate purposes. The securities are being offered under the Company's shelf registration statement on Form S-3 (No. 333-207263), including a base prospectus, previously filed with and declared effective by the U.S. Securities and Exchange Commission (SEC). The securities will be offered by means of a prospectus supplement and accompanying prospectus, forming a part of the effective registration statement. The prospectus supplement and accompanying prospectus related to the offering will be filed with the SEC and will be available on the website of the SEC at http://www.sec.gov. Electronic copies of the prospectus supplement and accompanying prospectus also may be obtained from Maxim Group LLC, 405 Lexington Avenue, 2nd Floor, New York, NY 10174, at 212-895-3745. About Interpace Diagnostics Headquartered in Parsippany, New Jersey, Interpace Diagnostics Group, Inc., is focused on developing and commercializing molecular diagnostic tests principally focused on early detection of high potential progressors to cancer and leveraging the latest technology and personalized medicine for patient diagnosis and management. The Company currently has four commercialized molecular tests: PancraGen, a pancreatic cyst molecular test that can aid in pancreatic cyst diagnosis and pancreatic cancer risk assessment utilizing our proprietary PathFinder platform; ThyGenX, which assesses thyroid nodules for risk of malignancy, ThyraMIR, which assesses thyroid nodules risk of malignancy utilizing a proprietary gene expression assay. Interpace reported a net loss of $11.35 million in 2015 following a net loss of $16.07 million in 2014. As of Sept. 30, 2016, the Company had $45.96 million in total assets, $47.44 million in total liabilities and a total stockholders' deficit of $1.47 million. BDO USA, LLP, in Woodbridge, New Jersey, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has suffered recurring losses from continuing operations that raise substantial doubt about its ability to continue as a going concern. INTERPACE DIAGNOSTICS: Sabby Reports 9.9% Stake as of Dec. 19 ------------------------------------------------------------- Sabby Healthcare Master Fund, Ltd., Sabby Management, LLC and Hal Mintz disclosed in a Schedule 13G filed with the Securities and Exchange Commission that as of Dec. 19, 2016, they beneficially own 2,000,000 shares of common stock of Interpace Diagnostics Group, Inc., representing 9.92 percent of the shares outstanding. A full-text copy of the regulatory filing is available at: https://is.gd/nEdw5B About Interpace Diagnostics Headquartered in Parsippany, New Jersey, Interpace Diagnostics Group, Inc., is focused on developing and commercializing molecular diagnostic tests principally focused on early detection of high potential progressors to cancer and leveraging the latest technology and personalized medicine for patient diagnosis and management. The Company currently has four commercialized molecular tests: PancraGen, a pancreatic cyst molecular test that can aid in pancreatic cyst diagnosis and pancreatic cancer risk assessment utilizing our proprietary PathFinder platform; ThyGenX, which assesses thyroid nodules for risk of malignancy, ThyraMIR, which assesses thyroid nodules risk of malignancy utilizing a proprietary gene expression assay. Interpace reported a net loss of $11.35 million in 2015 following a net loss of $16.07 million in 2014. As of Sept. 30, 2016, the Company had $45.96 million in total assets, $47.44 million in total liabilities and a total stockholders' deficit of $1.47 million. BDO USA, LLP, in Woodbridge, New Jersey, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has suffered recurring losses from continuing operations that raise substantial doubt about its ability to continue as a going concern. IPAYMENT INC.: Moody's Lowers Corporate Family Rating to Caa2 ------------------------------------------------------------- Moody's Investors Service downgraded iPayment, Inc.'s Corporate Family Rating (CFR) to Caa2, from Caa1, and its Probability of Default Rating to Caa3-PD, from Caa1-PD. Moody's affirmed the B2 ratings for iPayment's first lien credit facilities and downgraded the ratings for senior notes at iPayment and iPayment Holdings, Inc. to Ca. The ratings outlook is negative. RATINGS RATIONALE The downgrade of the CFR to Caa2 reflects iPayment's impending debt maturities through May 2017, persistently high leverage of about mid 7x and a significant likelihood of a debt restructuring that will result in losses to certain debtholders. iPayment has generated year-over-year net revenue growth over the last 10 quarters but EBITDA continues to decline. Moody's expects iPayment to generate annual free cash flow of approximately $20 million. Moreover, management turnover in recent quarters and a pending lawsuit against the company by its former CEO and founder have increased uncertainties about the risk of default and losses for debtholders in a potential restructuring. The Caa2 CFR additionally reflects iPayment's small operating scale, intensely competitive operating environment and limited financial flexibility, which constrains its ability to invest in growth while competition for new customers is intense. iPayment's credit profile benefits from its recurring, transactions-based revenues, diverse customer base with low industry concentration and its track record of positive free cash flow. The negative outlook reflects looming debt maturities and an increasing risk of default and debt impairment. Moody's could downgrade iPayment's ratings if recovery for individual debt instruments is expected to be lower than currently estimated. Conversely, the ratings could be upgraded if the company addresses debt maturities and its capitalization affords ample liquidity to service debt and invest in growth. Moody's has taken the following rating actions: Issuer: iPayment, Inc. - Corporate Family Rating -- Downgraded to Caa2, from Caa1 - Probability of Default Rating -- Downgraded to Caa3-PD, from Caa1-PD - Senior 1st lien revolving credit facility due February 2017 -- Affirmed B2 (LGD 2) - Senior 1st lien term loan due May 2017 -- Affirmed B2 (LGD 2) - $296 million of senior 2nd lien notes due 2019 -- Downgraded to Ca (LGD 4), from Caa2 (LGD 5) - 10.25% senior unsecured notes due 2018 -- Downgraded to Ca (LGD 5), from Caa3 (LGD 6) Issuer: iPayment Holdings, Inc. - Senior PIK notes due 2018 -- Downgraded to Ca (LGD 5), from Caa3 (LGD 6) - Outlooks: - iPayment, Inc. - Outlook -- Negative, from Stable - iPayment Holdings, Inc. - Outlook -- Negative, from Stable iPayment, Inc. is a merchant acquirer that provides credit and debit card-based payment processing services to small business merchants in the United States. iPayment generated revenues (net of interchange) of $341 million in the twelve months ended September 30, 2016. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. J. CREW: Bank Debt Trades at 44.85% Off --------------------------------------- Participations in a syndicated loan under J. Crew is a borrower traded in the secondary market at 55.15 cents-on-the-dollar during the week ended Friday, December 16, 2016, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 9.19 percentage points from the previous week. J. Crew pays 300 basis points above LIBOR to borrow under the $1.56 billion facility. The bank loan matures on Feb.27, 2021 and carries Moody's Caa1 rating and Standard & Poor's CCC- rating. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended December 16. K & C LV INVESTMENTS: WSC Objects To Disclosure Statement --------------------------------------------------------- Western States Contracting, Inc., objects to the disclosure statement in support of the proposed plan of reorganization filed by K & C LV Investments, Inc. As previously reported, the Debtor estimates that the Class 6 General Unsecured Claims against the estate total approximately $1,896,992 under the plan. General Unsecured Class comprised of non-priority general unsecured claims against Debtor. This class includes the unsecured portion of the mortgage claim of Aqua Fria Insurance Service, and the fully unsecured claims of Encore Construction Inc., Sunbelt Engineering & Testing, and Western States Contracting. The General Unsecured Class will be paid a total of $13,541. Western States objects to the disclosure because it fails to recognize Western States as a secured creditor. The disclosure treats Western as an unsecured creditor by completely disregarding Western States' perfected mechanic's lien for work performed at 2000 E. Cheyenne Avenue Las Vegas, Nevada 89030 (Property). Not only does Debtor attempt to rob Western States of its secured creditor status, the disclosure grants Aqua Fria Insurance Services, LLC priority over Western States when Western States' mechanics lien was perfected prior to Aqua Fria's recording date. As such, Western States' lien must be recognized as secured, with priority over Aqua Fria's claim. The Debtor's disclsure is simply inaccurate and robs Western States of its security interest in the Property established by its mechanic's lien. The disclosure also fails acknowledge Western States even has a security interest. Based upon the foregoing, Western States respectfully requests the U.S. Bankruptcy Court for the District of Nevada to not approve the disclosure statement to allow Western States to retain its rights as a secured party and maintain its mechanic's lien property over Aqua Fria and all other claims. Attorneys for Western Contracting: Michael C. Van, Esq Nevada Bar No. 3876 Samuel A. Marshall, Esq Nevada Bar No. 13718 8985 S. Eastern Avenue, Suite 100 Las Vegas, Nevada 89123 About K & C LV Investments K & C LV Investments, Inc., based in Las Vegas, Nevada, is a business which owns two properties. One property is residential, and the other is commercial. The residential investment property is located at 2012 North 88th Drive, Phoenix, Arizona 85037. The 2012 North property is presently occupied by a tenant. The Debtor filed a Chapter 11 petition (Bankr. D. Nev. Case No. 16-13605) on June 30, 2016. The Hon. Mike K. Nakagawa presides over the case. Seth D. Ballstaedt, Esq., at The Ballstaedt Law Firm, as bankruptcy counsel. In its petition, the Debtor estimated $827,210 to $2.69 million in both assets and liabilities. The petition was signed by Wagih Kamar, president. K. HANNAH CORP: Jan. 18 Plan Confirmation Hearing ------------------------------------------------- Judge Caryl E. Delano of the U.S. Bankruptcy Court for the Middle District of Florida conditionally approved the disclosure statement and plan of reorganization filed by K. Hannah Corp. 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. 18, 2017 at 10:30 am in Ft. Myers, FL − Room 4−117, Courtroom E, U.S. Courthouse, 2110 First Street . Any written objections to the disclosure statement shall be filed and served no later than 7 days prior to the date of the hearing on confirmation. Parties in interest shall submit their written ballot accepting or rejecting the plan no later than 8 days before the date of the confirmation hearing. Objections to confirmation shall be filed no later than 7 days before the date of the confirmation hearing. Plan Proponent shall file a ballot tabulation no later than 96 hours prior to the time set for the confirmation hearing. About K. Hannah Corp. K. Hannah Corp. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 16-04879) on June 6, 2016. The petition was signed by Barbara J. Hannah, president. The Debtor estimated assets of $500,000 to $1 million and debts of $1 million to $10 million. KING & WOOD: European Arm May Enter Administration Next Month ------------------------------------------------------------- Max Walters at Law Gazette reports that the European arm of Asia-focused City firm King & Wood Mallesons is expected to go into administration in January. The firm, which is around GBP30 million in debt, has been courting potential takeover offers but the Gazette reported on Dec. 14 that some of these had failed. A spokesperson declined to confirm reports that administrators will be called in on Jan. 16, 2017, the Gazette notes. Major firms including Reed Smith and Mayer Brown are thought to be in talks with several KWM partners about lateral moves while the firm is also examining the possibility of transferring training contracts to other firms, the Gazette discloses. A KWM spokesperson told the Gazette, "We continue to work with our financial advisers to explore all available options and, in the interim, speculation and rumor serve no positive purpose. As soon as we are in a position to confirm further details, we will of course do so." Earlier this year, the Gazette reported that KWM would be cutting 15% of partners in its Europe and Middle East practice, the Gazette recounts. There were hopes that the Chinese arm of the business might bail out the European and Middle East arm, the Gazette states. That option foundered last month however, leaving a rescue merger as only viable remaining option, the Gazette relays. 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 maintain separate finance units but operate 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." KIP AND ANDREA: To Settle Suit vs. Rabo Agri Finance ---------------------------------------------------- Kip and Andrea Richards Family Farm & Ranch, LLC, filed with the U.S. Bankruptcy Court for the District of Nevada a fourth amended disclosure statement and accompanying plan of reorganization, dated Dec. 15, 2016, which contemplates a settlement of personal lawsuit brought by Rabo Agri Finance, Inc.'s, and the dismissal of an appeal pending regarding default interest rates, and forgiveness of any outstanding debt following the liquidation. Class 1, impaired under the Plan, consists of the secured claim of Rabo. The claim arises under and pursuant to the terms of a secured note with a total amount of $6,859,744 as of the date of filing. The mortgage note is secured by a deed of trust, assignment of rents and security agreement on the real property owned by the Debtor and the personal property owned by the Debtor as well. The claims filed by Rabo are (i) Claim #2 was filed by Rabo in the amount of $3,664,097 as of the date of filing; and (ii) Claim #3 was filed by Rabo in the total amount of $3,195,647 as of the date of filing. The Debtor and Rabo believe that the secured claim is less than the value of all the collateral owned by the Debtor and secured to Rabo. An appraisal of the property was conducted as of April 29, 2014. The value of the property was appraised as April 29, 2014 by Tony R. Eggleston for $8,455,000. Rabo will retain all of its liens and security interests in the Debtor's real and personal property which it had, including a pre-petition deed of trust and security interest in proceeds thereof until such time as the liquidation completed. With that, the Claim #1 will be satisfied, and title to the remaining real and personal property will be in the name of the Debtor free and clear of all liens and encumbrances and security interests. Confirmation of the Plan will be deemed to affect such release upon completion of the payment as set forth in the Plan. Payments in the Plan are to be made by means of liquidating assets. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/neb15-40070-293.pdf About Kip and Andrea Richards Family Farm & Ranch Headquartered in Hayes Center, Nebraska, Kip and Andrea Richards Family Farm & Ranch, LLC, dba Richards Farm & Ranch, LLC, filed for Chapter 11 bankruptcy protection (Bankr. D. Neb. Case No. 15-40070) on Jan. 21, 2015, estimating its assets at between $10 million and $50 million and its debts at between $1 million and $10 million. The petition was signed by Kip L. Richards, manager. Judge Shon Hastings presides over the case. William L. Biggs, Jr., Esq., and Frederick D. Stehlik, Esq., at Gross & Welch serve as the Debtors' counsel. KRISHNA ASSOCIATES: Naples Buying Assets for $2.9 Million --------------------------------------------------------- Krishna Associates, LLC, asks the U.S. Bankruptcy Court for the Eastern District of Texas to authorize the sale of real property located 1918 University Avenue, Texarkana, Texas, and all furniture, fixtures and related personal property utilized in connection with the operations of the real property ("FF&E"), to James J. Naples for $2,900,000. The Debtor is a Texas limited liability company formed in 2007, the only 2 members of which are Hiren Patel, who owns 95% of the Debtor's membership interests, and Dineschandra Patel. The real property is a state of the art franchised hotel located off Interstate Highway 30, with 81 rooms and 25 suites. On May 5, 2010, Debtor signed and delivered to Peoples State Bank (the predecessor-in-interest to MidSouth Bank, N.A.) a promissory note in the original principal amount of $3,139,837 ("Hotel Note"). The unpaid balance of the Hotel Note on the Petition Date was $2,838,557 in principal, interest and late charges, plus whatever amount may be rightfully claimed by MidSouth to be owed for pre-bankruptcy attorneys' fees and costs associated with efforts to collect the Hotel Note and to enforce MidSouth's liens. The Hotel Note is secured by, among other things, the Country Inn & Suites, the FF&E and virtually all of the other assets of the Debtor. The real property and the FF&E additionally secure the payment of a promissory note dated June 2, 2011 in the original principal amount of $1,900,000 ("Second Lien Note") executed by the Debtor and payable to the order of the Ark-Tex Regional Development Company, Inc., CDC, which note is also guaranteed by the Small Business Administration. The Debtor also conveyed security interests in the FF&E to the CDC for the purpose of securing the Second Lien Note. The unpaid balance of this Second Lien Note on the Petition Date was $1,792,804. It is imperative that assets of the Debtor's estate be sold immediately since the sale assets are subject to decline or loss. It is clear to the Debtor that unless the Debtor proceeds with the sale, the Debtor may not be able to rely upon the financial support of MidSouth for many more weeks. Since the filing of bankruptcy, numerous parties contacted the Debtor and the Debtor's counsel, expressing interest in purchasing the property should the hotel and FF&E be liquidated. After determining that an operating plan was not confirmable, the Debtor submitted a Liquidating Plan presently set for Jan. 3, 2017. Given the high interest by prospective bidders/purchasers, the Debtor conducted an informal process of marketing with notices sent to interested purchasers on Oct. 25, 2016. Seventeen parties were notified. Of those, 6 Asset Purchase Agreements/Offers were delivered to the Debtor's counsel on Nov. 25, 2016. After additional negotiations, the high offer of $2,900,000 was received from the Buyer. Evidence of ability to close was delivered to the Debtor's counsel. The Debtor, with the consent of MidSouth Bank, the holder of a first-priority lien on the sale assets has concluded that a sale of the sale assets to Buyer is in the best interest of the Debtor's estate and the creditors of the estate. The Debtor received an offer to purchase the sale assets from Buyer for the sum of $2,900,000. The offer to purchase is contained in the Asset Purchase Agreement dated Nov. 23, 2016. The APA provides for, among other things, the sale of all of the Debtor's right, title and interest in, to and under the sale assets free and clear of all liens, claims, encumbrances, and other interests. Other essential terms contained in the APA include: a. Parties: The parties to the APA are Debtor as seller, and James J. Naples, or his permitted successors and assigns. b. Sale Assets: The assets of the Debtor's estate to be purchased and sold under the APA consist of all of the Debtor's right, title, and interest in the following assets of the Debtor's estate: the real property and the FF&E. c. Purchase Price: $2,900,000 in cash d. Deposit: $145,000 e. Title Policy: The Buyer is responsible for the cost of any title insurance policy premium and/or endorsement(s). f. Closing: Within 5 business days following the date on which the Sale Order becomes a Final Order. A copy of the APA attached to the Motion is available for free at: http://bankrupt.com/misc/Krishna_Associates_121_Sales.pdf The Debtor believes that, for the reasons set forth, the sale of the sale assets pursuant to the APA represents a prudent and proper exercise of the Debtor's business judgment and is supported by articulated business reasons. The Debtor submits that the marketing/bidding process was fair, reasonable, transparent, and designed to maximize value of such assets from a pool of prospective bidders. Accordingly, the Debtor asks the Court to authorize the sale of the sale assets free and clear of any and all liens, claims, encumbrances, and other interests. The Debtor also asks that it'd authorized and any closing agent to disburse the sums described to (i) MidSouth, (ii) allowed ad valorem taxing authorities' claims secured by the real property or the FF&E, (iii) to pay all costs of closing, and (iv) the IOLTA account of the Debtor's counsel. The Debtor requests that the Court direct that the Sale Order become effective immediately upon its entry, notwithstanding the automatic stay provisions set forth in Rules 6004(g) of the Bankruptcy Rules, such that the stay provisions will not apply to the Bid Procedures Order. The Purchaser is represented by: Kyle B. Davis, Esq. P.O. Box 1221 New Boston, TX 75570 Telephone: (903) 628-5571 E-mail: kdavis@ldatty.com About Krishna Associates Headquartered in Texarkana, Texas, Krishna Associates, LLC, owns Country Inn and Suites and an adjacent vacant lot in Texarkana, Texas. The Company is owned and managed by Texarkana doctor Hiren Patel. Krishna Associates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Tex. Case No. 15-50148) on Nov. 3, 2015. The petition was signed by Hiren Patel, president. At the time of the filing, the Debtor estimated assets and debt at $1 million to $10 million. LBSBC NIM: Moody's Downgrades Cl. N1 Debt Rating to 'C' ------------------------------------------------------- Moody's Investors Service has taken rating action on one Net Interest Margin Note issued by LBSBC NIM Company. The primary collateral for the Note consists of the Class X Certificate and the Class P Certificate issued in an underlying Lehman Brothers Small Balance Commercial Mortgage Pass-Through transaction. The underlying transaction is collateralized primarily by a pool of small business loans secured by commercial real estate and serviced by Ocwen Loan Servicing, LLC. The Class X Certificate receives excess cash flow available after required monthly payments due on the underlying transaction have been made. The Class P Certificate receives all prepayment penalty collections to the extent paid by borrowers prepaying the loans which collateralize the underlying transaction. The complete rating action is as follows: Issuer: LBSBC Net Interest Margin Securities, Series 2006-2 Cl. N1, Downgraded to C (sf); previously on Mar 13, 2011 Confirmed at Ca (sf) RATINGS RATIONALE The downgrade action on the LBSBC NIM 2006-2 Class N1 is based on Moody's analysis of the cash flow expected to be available in the future to pay down the Class N1, and reflects deteriorating performance of the underlying transaction. Moody's does not expect the Class X Certificate of the underlying transaction to receive enough cash flow to support sufficient future payments to the LBSBC NIM transaction. Further, the prepayment penalty on the underlying transaction is structured in a way that the fees collected are phased out 10 years from loan origination. METHODOLOGY The principal methodology used in this rating was "Moody's Global Approach to Rating SME Balance Sheet Securitizations" published in October 2015. Factors that would lead to an upgrade or downgrade of the rating: Up Better than expected performance of the underlying Lehman Brothers Small Balance Commercial Mortgage Pass-Through transaction will increase the cash flow to the LBSBC NIM transaction. Down Further deterioration in the performance of the underlying Lehman Brothers Small Balance Commercial Mortgage Pass-Through transaction will erode the excess cash that would otherwise flow to the LBSBC NIM transaction. LINN ENERGY: Disclosures Okayed, Plan Hearing on Jan. 24 -------------------------------------------------------- Linn Energy, LLC and its affiliates are now a step closer to emerging from Chapter 11 protection after a bankruptcy judge approved the outline of their plan of reorganization. Judge David Jones of the U.S. Bankruptcy Court for the Southern District of Texas on Dec. 13 gave the thumbs-up to the disclosure statement after finding that it contains "adequate information." The order set a Jan. 12 deadline for creditors to cast their votes and a Jan. 17 deadline for filing objections to the plan. A court hearing to consider confirmation of the plan is scheduled for Jan. 24. 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. LKQ CORP: OEM Glass Biz Sale No Impact on Moody's Ba1 CFR --------------------------------------------------------- Moody's Investors Service said LKQ Corporation announcement that it has entered into a definitive agreement to sell the OEM glass manufacturing business of its Pittsburgh Glass Works subsidiary to a subsidiary of Vitro S.A.B. de C.V., a glass manufacturer based in Mexico is a credit positive event. However, LKQ's ratings including its Ba1 Corporate Family Rating ("CFR") and negative ratings outlook are unaffected. LKQ Corporation, headquartered in Chicago, Illinois, is a leading provider of alternative and specialty parts to repair and accessorize automobiles and other vehicles. LKQ has operations in North America and abroad. The company offers its customers a broad range of replacement systems, components, equipment and parts to repair and accessorize automobiles, trucks, and recreational and performance vehicles. Revenues for the last twelve months ended September 30, 2016 totaled approximately $8.5 billion. Pro forma for acquisitions completed in 2016, annual revenues exceed $9.0 billion. MCDONALD BUILDING: To Sell Scottsdale Property to Pay Creditors --------------------------------------------------------------- McDonald Building LLC proposes to pay its creditors from the proceeds that will be generated from the sale of a commercial building in Scottsdale, Arizona, according to its Chapter 11 plan of liquidation. The company owns a 50% tenancy-in-common interest in an 11,500 square-foot commercial building located in Scottsdale, Arizona. McDonald, together with Miller McDonald, LLC, purchased the property in 2005. According to the company's proposed liquidating plan, the property will be sold and creditors will be paid from the net proceeds of the sale. Under the plan, Class 3 unsecured creditors will be paid pro rata from the net proceeds. It is anticipated that the sale will generate sufficient funds to pay all allowed unsecured claims in full. In case the sale proceeds are not enough to pay creditors, McDonald will get the funds from holders of equity interests in the company. Holders of equity interests will contribute the sequestered rental amounts to McDonald on the effective date of the plan, according to the company's disclosure statement filed on Dec. 8 with the U.S. Bankruptcy Court in Arizona. A copy of the disclosure statement is available for free at https://is.gd/fxxnaX About McDonald Building McDonald Building, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 16-10430) on September 9, 2016. The petition was signed by Ceasar A. Perez, manager. At the time of the filing, the Debtor estimated its assets and debts at $1 million to $10 million. Diamond Storage Investments, LLC, filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 16-10708) on September 16, 2016, and is represented by Janel M. Glynn, Esq., at Gallagher & Kennedy. MEDFORD TRUCKING: Distributions To Be Made From Litigation Proceeds ------------------------------------------------------------------- Medford Trucking, LLC filed with the U.S. Bankruptcy Court for the Southern District of West Virginia an amended disclosure statement for its plan of liquidation. Class II consists of the claims of Elizabeth Carrico and William E. Jones in the amount of $149,630. This claim has been objected to by the Debtor and is a contested matter. Class IV, General Unsecured Claims, is impaired under the Plan. The Creditors in this class will receive a pro rata distribution as a result of any settlement and/or judgment in favor of the Debtor as a result of the Pending Litigation currently being pursued by the Debtor. Class V, Equity Security Shareholders, is impaired under the Plan. The claimants of this class have the potential to receive a pro rata distribution as a result of any settlement and/or judgment in favor of the Debtor as a result of Pending Litigation currently being pursued by the Debtor. Any such distribution will be made after all Class V Creditors are paid in full. The Plan is a liquidation Plan under Section 1123 (b)(4) of the Bankruptcy Code. All of the Debtor's assets have already been sold and the receivables collected. The First distribution shall be made from the Debtors' cash on hand as of the Effective Date. The Debtor has on deposit the sum of $612,437. All subsequent distributions will made from certain settlement and/or judgment awards from Pending Litigation in favor of the Debtor. A full-text copy of the Amended Disclosure Statement is available at: http://bankrupt.com/misc/wvsb2-14-20354-637.pdf About Medford Trucking Medford Trucking LLC was primarily in the business of hauling coal for Alpha Natural Resources and its subsidiaries by truck and trailer from mine sites to river docks or rail yards for further shipment to Alpha's customers. Medford Trucking LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. W.Va. Case No. 14-20354) on June 27, 2014. The case was assigned to Judge Ronald Pearson, and later reassigned as a result of Judge Pearsons' retirement to Judge Frank W. Volk. * * * The Debtor operated as a going concern under Chapter 11 from June 25, 2014, until June 26, 2015. On Nov. 16, 2015, the Bankruptcy Court approved an order allowing the Debtor to sell real property by public auction. The public auction was held by Ritchie Bros. Auctioneers (America), Inc. MELIOR RESOURCES: Australian Court Denies Kasbah Acquisition Deal ----------------------------------------------------------------- Melior Resources Inc. on Dec. 13, 2016, provided an update on its financial position in light of the Federal Court of Australia's dismissal of Kasbah Resources Limited's application for approval of the proposed acquisition of Kasbah by Asian Mineral Resources Limited pursuant to a scheme of arrangement (the "Scheme") under the laws of Australia. As recently disclosed in Melior's press release dated Nov. 9, 2016, the continuing operations of Melior remain dependent upon its ability to raise adequate financing, to commence profitable operations in the future, and repay its liabilities arising from normal business operations as they become due. Failure to obtain sufficient financing could force Melior into reorganization, bankruptcy or insolvency proceedings. In connection with Melior's efforts to secure additional financing and in reliance on the financial hardship exemptions from the minority shareholder approval requirements of Multilateral Instrument 61-101 – Protections of Minority Security Holders in Special Transactions, on Nov. 9, 2016, Melior announced that it had reached an agreement with Pala Investments Limited to amend the terms of its Aug. 2, 2015 loan facility. In connection with the amendment to the Pala Facility, Pala agreed to advance an additional US$300,000 to the Company, bringing the total principal amount outstanding under the Pala Facility to US$3 million. In addition, Pala agreed to grant Melior a put option in respect of the 47,272,727 shares of AMR owned by Melior. Pursuant to its terms, Melior is entitled to exercise the Put Option at any time following the completion of the Scheme, which was expected occur on or about Dec. 6, 2016. At the time of grant, exercising the Put Option would have realized approximately CAD1.134 million to Melior and was to form an integral part of the Company's plans to secure financing to meet its obligations as they come due so as to avoid being forced into reorganization, bankruptcy or insolvency proceedings. On Dec. 12, AMR announced that the Federal Court of Australia has dismissed Kasbah's application for approval of the Scheme. Investors may review AMR's public disclosure regarding the proposed Scheme, including AMR's Dec. 12, 2016, press release for further details. The Australian court's failure to approve the Scheme and the resulting inability of Melior to exercise the Put Option create considerable uncertainty regarding the Company's ability to continue as a going concern. In light of these developments, Melior has initiated discussions with various potential funding sources regarding potential plans or proposals that may involve one or more of the following relating to the Company: restructurings; issuance by the Company of additional indebtedness or additional equity; refinancing existing indebtedness, disposition of material assets of the Company or its subsidiaries and/or other strategic alternatives. There can be no assurance that these discussions will result in a plan or proposal with respect to any of the foregoing, that any entity or person will agree to any definitive agreement with respect to any of the foregoing, on what terms such definitive agreement may take or that any of the foregoing will occur. As such, the Company remains in serious financial difficulty and there is considerable uncertainty regarding the Company's ability to continue as a going concern. Based in Canada, Melior Resources Inc. (CVE:MLR) is focused on assessing, developing and operating resource projects. The Company's major asset is the Goondicum Ilmenite and Apatite Mine (Goondicum) located at Monto in Queensland, Australia. The exploration and development of mineral properties are located in Australia. The Company's subsidiary is Goondicum Resources Pty. Ltd., which owns the Goondicum ilmenite and apatite mining and processing facility near the town of Monto in Queensland, Australia (the Goondicum Ilmenite Project). The Goondicum mine has produced approximately 15,000 tons of ilmenite and over 2,000 tons of apatite. The Company also has interest in Asian Mineral Resources Limited, which is the owner and operator of the Ban Phuc nickel project in Vietnam. Ban Phuc produces over 6,400 tons of nickel and approximately 3,200 tons of copper per annum contained in concentrate plus a cobalt by-product. MIAMI-DADE COUNTY INDUSTRIAL: Moody's Cuts 2015 Debt Rating to Ba1 ------------------------------------------------------------------ Moody's Investors Service has downgraded to Ba1 from Baa3 the Miami-Dade County Industrial Development Authority Industrial Development Revenue Bonds, Series 2015A (NCCD - Biscayne Properties LLC Project) and Series 2015B (Federally Taxable). This rating assignment affects approximately $55.635 million of aggregate debt. The rating outlook on both series of bonds is revised to negative. The Bonds were placed under review due to lower-than-projected occupancy levels as of October, 2016 and rent levels that are significantly below initial projections. Rating Outlook The outlook is negative, based on lower-than-projected rent and occupancy levels, declining enrollment and the expected depletion of the capitalized interest account after the June 1, 2017 debt service payment. Factors that Could Lead to an Upgrade or a Return to a Stable Outlook Significant and sustained increase in occupancy levels along with significant and sustained rent increases Demonstrated ability to control operating expenses Additional University support Factors that Could Lead to a Downgrade Inability to achieve the proposed rent and occupancy levels for the 2017/2018 academic year as demonstrated by actual signed leases available by late spring 2017 for the fall 2017 semester A further decline in enrollment Any evidence of a weakening of the University's commitment to the project A draw on the Debt Service Reserve Account to pay bond debt service Legal Security The bonds are special, limited obligations of the issuer and are secured by a leasehold mortgage and pledged revenues. Legal covenants for the Series 2015A and the Series 2015B Bonds include provisions for a release test that has to be met prior to the release of any monies from the surplus fund to the University. The debt service reserve fund for the Series 2015A Bonds is sized at the maximum annual debt service. There is no debt service reserve fund for the Series 2015B Bonds ($110,000) outstanding). Use of Proceeds N/A Obligor Profile NCCD - Biscayne Properties LLC (NCCD) is a single member limited liability company organized and existing under the laws of the State of Tennessee. The proceeds of the Series 2015 Bonds were loaned to NCCD to finance the Project. NCCD has no assets and is not expected to have any assets other than the Project. Methodology The principal methodology used in this rating was Global Housing Projects published in December 2015. MID CITY TOWER: Selling Baton Rogue Property to Pay Creditors ------------------------------------------------------------- Mid City Tower, LLC, asks the U.S. Bankruptcy Court for the Middle District of Louisiana to authorize the sale of commercial office tower located at 5700 Florida Boulevard, Baton Rouge, Louisiana, outside the ordinary course of business to the highest qualified bidder. The Debtor's primary asset is a commercial office tower with various business tenants. The building is subject to a security interest asserted by MidSouth Bank on the building. On Dec. 1, 2016 a Consent Order and Stipulation ("12/1 Order") was entered on the docket that allowed additional time until Dec. 22, 2016 for the Debtor to complete its loan to refinance the secured claim of the Bank through a third party lender and buy-out the dissenting equity interest, thereby resulting in sufficient funds to pay out all creditors in the case. In addition, the 12/1 Order provided for the continuance until Dec. 22, 2016 on the Bank's Motion for Relief from Stay and for Abandonment, and the Opposition to the Motion filed on behalf of the Debtor. The most recent appraisal of the commercial office tower owned by the Debtor in Baton Rouge reflects a current value of $2,250,000. Basically, the Bank is owed about one million and the property is now worth more than double that amount. The Debtor originally acquired the property for the price of $1,200,000 in June 2013. The majority ownership interests represented by Ms. Ann Simmers and Mr. Mathew Thomas are not trying to "sell off" the Debtor's investment to the detriment of its now enhanced tenant base, but instead are seeking to continue to build the property's value in that community area within Baton Rouge known as the Mid-City area. However, the Bank requested that the Debtor agree to seek a sale of the property as part of its efforts to "speed up" the payment of the debt owed the Bank. The Debtor intends to close a loan to acquire the property out of bankruptcy, as it reflected in its detailed chapter 11 plan and disclosure statement pending before the court for approval. However, in the interim, and pursuant to its agreement with the bank per the 12/1 Order, the Debtor is also seeking the sale of the property. This is done for the purpose of getting the Bank paid as quickly as possible, per the Bank's request, so the Bank might not have to "wait on the chapter 11 plan and disclosure statement process" in order to be paid in full. The Debtor is also making monthly interest payments to the bank on its debt pursuant to an Interim Adequate Protection order. The Debtor has in good faith and aggressively been pursuing the re-financing of the debt owed to the Bank, as that is the primary debt of the Chapter 11 case. The Debtor has also filed a plan of reorganization that will pay all debt in full at closing of its refinancing loan, and in the interim the Debtor also obtained separate court approval to finance the debt immediately. Despite its efforts, the Debtor has not yet closed the commercial loan within the 45 to 60 day time period that is has been pushing through the refinancing process despite the business delays caused by the holiday season. The Debtor and management anticipate the debtor will close its loan to pay out this bankruptcy case in mid January 2017 therefore. Further, the Debtor has previously obtained commitment letters and proof of funds from new individual investors in order to accomplish the equity buy-outs of the soon-to-be "prior minority dissenting interests" of Dr. Erat Joseph, Dr. George Mampilly, and Dr. Bobby Joseph. The Debtor and its new proposed investors have in good faith already paid $100,000 in cash to these doctors during the past 45 days to enable the Debtor additional time to proceed with its refinance. These minority shareholders have indicated they are willing to allow additional time until Jan. 30, 2017 for the Debtor to complete its buy-out and refinance. Therefore, the Debtor asks additional authorization from the court to accomplish its settlement based upon all of the terms of the 12/1 Order, and in order to pay its creditors in full through the chapter 11 case as follows: (i) The Debtor will continue toward closing of its pending loan to refinance the debt owed the Bank through a new loan secured by the Debtor's immovable property interests, as previously approved by the Court; and in addition thereto, (ii) the Debtor, as agreed by the parties to the 12/1 Order and in order to avoid delay in the event the Debtor's loan has not closed to date, will issue a Notice of Sale of the immovable property interest pursuant to 11 U.S. C. Section 363; and be approved for advertisement of the deadline for submission of bids and terms thereof, and setting of a final hearing for acceptance of a qualified bid. The Debtor asks the Court to additionally authorize it to sell the immovable property to the highest qualified bidder pursuant to such terms as determined appropriate by the Court. 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. MIRAMBICA INC: Sale of All Assets to Patels for $600K Approved -------------------------------------------------------------- Judge Jerrold N. Poslusny, Jr. of the U.S. Bankruptcy Court for the District of New Jersey authorized Mirambica, Inc., to sell substantially all of assets to Jigna Patel and Minakshiben Patel for $600,000. A sale hearing was held on Dec. 1, 2016. The sale is free and clear of all liens, claims and interests. The Buyer will pay the purchase price of $600,000 at a Closing which will take place on Dec. 23, 2016. The Buyer has elected not to assume any liabilities or assume any contracts and will not be entering into a separate assumption agreement. At the Closing, the Buyer or any purchaser other than the Buyer will (a) pay to the Debtor an amount equal to the Purchase Price less the Deposit, (b) direct the Escrow Agent to release the Deposit Property to FNB in accordance with the terms of the Bidding Procedures Order and Escrow Agreement, (c) pay the applicable portion of the Closing Cure Liability Amount payable to each of the Resolved Cure Parties and (d) deposit the Post-Closing Cure Reserve Amount with the Escrow Agent. Without further order of the Court, the Debtor and the Buyer are authorized and directed to implement post-Closing the terms, including calculations as contemplated by Article 11 of the Purchase Agreement, to adjust the Total Consideration in accordance therewith. About Mirambica, Inc. Mirambica, Inc., based in Absecon, New Jersey, filed a Chapter 11 petition (Bankr. D.N.J. Case No. 13-36808) on Sept. 16, 2015. The Hon. Gloria M. Burns presides over the case. The petition was signed by Baldev Patel, president. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. Joel Lee Schwartz, Esq., at Law Offices of Joel Schwartz, serves as the Debtor's bankruptcy counsel. No official committee of unsecured creditors has been appointed in the case. MONTREIGN OPERATING: Moody's Affirms B3 Corporate Family Rating --------------------------------------------------------------- Moody's Investors Service, affirmed Montreign Operating Co., LLC's B3 Corporate Family Rating and a B3-PD Probability of Default Rating following the company's decision to modify its proposed debt offering to include a $70 million 1st lien term loan A along with a $390 million 1st lien term loan B. Moody's also downgraded the company's $390 million term loan B to B3 from B2. A B3 rating was assigned to the company's $70 million first lien term loan A. The rating outlook remains stable. All ratings remain subject to final review of documentation. Montreign's $390 million term loan B, initially rated on Nov. 18, 2016, was downgraded to B3 from B2 to reflect the fact that company's debt structure will now be an all first lien structure as opposed to the first and second lien structure that was initially proposed. As a result, the $390 million term loan B will no longer benefit from the credit support provided by second lien debt, and will now be rated the same as the company's B3 Corporate Family Rating. The downgrade is not the result of any change in Moody's view of Montreign's fundamental credit profile. Proceeds from term A and term B credit facility along $40 million of vendor financing and $301 million of cash equity invested to date and other sources will be used to finish the construction of the Montreign Resort Casino which is scheduled to open in March 2018. Montreign Resort Casino is a full scale casino located in the Town of Thompson, in Sullivan County, New York, that will be part of Adelaar, a $1.3 billion lodging, entertainment, and waterpark development. The casino will have 102 table games and 2,150 slot machines along with a 332 room hotel and convention and meeting space facility. The following summarizes rating action: Ratings affirmed: Corporate Family Rating at B3 Probability of Default Rating at B3-PD Rating downgraded: $390 million 6-year senior secured first lien term loan, to B3 (LGD 3) from B2 (LGD3) New rating assigned $70 million 5-year senior secured first lien term loan -- B3 (LGD 3) RATINGS RATIONALE Montreign's B3 Corporate Family Rating, a rating typically assigned to casino resort development projects, considers that a significant amount of casino supply already exists within a 200 mile radius of where Montreign will be located. Montreign will be competing for customers with other large, established competitors in New York, Pennsylvania and Connecticut. The success of Montreign's casino relies on not only growing the gaming market in New York, but attracting players from the existing competitors. The ratings are supported by the high level of sponsor equity which at about 33% of development costs is higher than recently rated projects. Moody's expects debt/EBITDA after the first year of operations will be relatively high at between 5.0 times and 5.5 times, but is expected to gradually decrease to at or near 5.0 times as debt is repaid in subsequent years. Also supporting the rating is that almost half of the construction has been completed. Additionally, Montreign will have a favorable tax rate compared to nearby competitors. Montreign will be required to pay a 39% tax rate on slot revenue compared to 55% for Pennsylvania casinos and 60% to 75% for the New York racinos. The stable rating outlook is based on Moody's expectation that Montreign will have sufficient funds to complete construction, including an additional interest reserve that extends six months beyond the construction period and the appropriate level of contingency reserves typically provided for this type of development project. A ratings upgrade is not expected during the construction period. However, Montreign's ratings could be upgraded shortly after it opens if early results suggest it will achieve and maintain an annual run-rate debt/EBITDA at/or below 5.0 times. Ratings could be downgraded if the ramp-up performance of Montreign is slower than expected and results in debt/EBITDA above 6.0 times, for any reason. Montreign Operating Company, LLC, an unrestricted subsidiary of Empire Resorts Incorporated (NASDAQ: NYNY), is developing a $745 million casino -- Montreign Resort Casino -- in the Town of Thompson, in Sullivan County, New York. The principal methodology used in these ratings was "Global Gaming Industry" published in June 2014. MOTORS LIQUIDATION: GIFT Trust, et al., Dismissed From Suit vs JPMC ------------------------------------------------------------------- In the adversary proceeding captioned MOTORS LIQUIDATION COMPANY AVOIDANCE ACTION TRUST, by and through the Wilmington Trust Company, solely in its capacity as Trust Administrator and Trustee, plaintiff, v. JPMorgan Chase Bank, N.A., et al., Defendants, Adversary Proceeding Case No. 09-00504 (MG) (Bankr. S.D.N.Y.), Judge Martin Glenn of the United States Bankruptcy Court for the Southern District of New York granted the motion to dismiss filed by the defendants GMAM Investment Funds Trust (GIFT Trust), Lehman GMAM Investment Funds Trust (Lehman GIFT), and Pension Inv Committee of GM for GM Employees Domestic Group Pension Trust (Pens Inv Comm) by and through General Motors Investment Management Corporation (GMIMCo). The plaintiff filed a complaint initiating the adversary proceeding on July 31, 2009 against JPMorgan Chase Bank, N.A. (JPMC), and more than 400 other named defendants which were alleged to be lenders (the "Term Loan Lenders") under a $1.5 billion syndicated term loan (the "Term Loan") to General Motors Corporation (GM). The original complaint named "Lehman GMAM Inv FDS TR" and "Pension Inv Comm of GM for GM" as defendants in the action, but did not name the GIFT Trust as a defendant. On May 20, 2015, the plaintiff filed the First Amended Adversary Complaint, naming the GIFT Trust for the first time as a defendant to the action. The moving defendants argued that the plaintiff failed to state a claim upon which relief can be granted under Rule 12(b)(6). The moving defendants argued that the amended complaint -- the first complaint properly naming the moving defendants, including the GIFT Trust -- is barred by the statute of limitations, and that the GIFT Trust was impermissibly added as a defendant almost four years after the limitations period had run. Relatedly, the moving defendants also argued that the time for proper service of the amended summons has expired and the applicable limitations period bars the issuance of any new summons. The moving defendants also argued that service on the GIFT Trust was defective because (i) the amended summons failed to properly identify the specific defendant to whom it was addressed; (ii) the address at 5th Avenue, New York was an improper address for service of process; and (iii) the amended complaint and amended summons were never actually received by the GIFT Trust's current trustee, State Street Bank & Trust Company, at its address. The plaintiff argued that the claims in the amended complaint are not time-barred, first, because the GIFT Trust was properly named in the amended complaint. The plaintiff contended that the GIFT Trust was merely "misnamed" in the original complaint. The plaintiff next argued that the amended complaint relates back to the original complaint. The plaintiff also argued that the GIFT Trust cannot overcome the presumption of effective service because (i) the GIFT Trust conceded the address at One Lincoln Street, 1st Floor, Boston, MA 02111, where the service was also made, is appropriate; (ii) the mailing was not returned as undeliverable; and (iii) the plaintiff's process server followed the same procedures to serve the GIFT Trust as it used to serve other Term Loan Lenders who received the service of process. The plaintiff made a conclusory argument that if service was not proper, its "good faith" should constitute good cause to grant leave for re-service of process. Judge Glenn noted that a May 2015 stipulation permitted the plaintiffs to "make certain corrections with respect to the identities of the hundreds of transferee-defendants," and that the plaintiff assumed "Lehman GMAM Inv FDS TR" was the appropriate name for the GIFT Trust, whose complete name is "GMAM Investment Funds Trust." Given the similarity between the two names and the Court's order permitting the plaintiff to make corrections to the "identities" of the Term Loan Lenders, Judge Glenn found that the addition of "GMAM Investment Funds Trust" was an appropriate correction of the name "Lehman GMAM Inv FDS TR." Judge Glenn also found that the plaintiff has demonstrated the GIFT Trust knew or should have known that, but for a mistake in misnaming the entity in the original complaint, it would have been a defendant in the proceeding. Accordingly, the judge concluded that the amended complaint relates back to the date of the original complaint and the claims are therefore not time-barred. Judge Glenn, however, found that the process and service of process on the GIFT Trust were defective. The judge found that the plaintiff served the amended summons, listing over 500 defendants without identifying to which of those defendants the summons was directed. The judge explained that, in a case such as this one with over 500 defendants, and in which the plaintiff is serving third party trustees or agents for service of process, the need for the summons to effectively identify the particular defendant to which it is directed is particularly acute. Judge Glenn thus held that amended summons is deficient under Rule 4(b) -- and insufficient process is independent grounds for dismissal under Rule 12(b)(4). Judge Glenn also declined to exercise discretion to permit the plaintiff leave to re-serve the amended complaint and amended summons. The judge found that the record reflects numerous service errors by the plaintiff. The plaintiff initially named two non-existent entities in the original complaint; retained those entities as defendants in the amended complaint even though it had obtained corrected information about the identity of the GIFT Trust; attempted service upon those non-existent entities in addition to the GIFT Trust; and attempted service of a summons with over 500 named defendants without identifying on the summons to whom it was directed. Additionally, over six years have passed since the filing of the original complaint. The judge pointed out that it was incumbent on the plaintiff to properly serve all defendants before the last service extension expired, but it did not do so with respect to the moving defendants. The bankruptcy case is In re: Motors Liquidation Company, f/k/a General Motors Corporation, et al., Chapter 11, Debtors, Case No. 09-50026 (MG) (Bankr. S.D.N.Y.). A full-text copy of Judge Glenn's December 7, 2016 memorandum opinion and order is available at https://is.gd/XyDRAB from Leagle.com. Motors Liquidation Company Avoidance Action Trust, plaintiff, represented by Neil S. Binder -- nbinder@binderschwartz.com -- Binder & Schwartz LLP, Lindsay A. Bush -- lbush@binderschwartz.com -- Binder & Schwartz LLP, Eric Fisher -- efisher@binderschwartz.com -- Binder & Schwartz LLP, Laure K. Handelsman -- lhandelsman@binderschwartz.com -- Binder & Schwartz LLP, Tessa Brianne Harvey -- tharvey@binderschwartz.com -- Binder & Schwartz LLP, Michael M. Hodgson -- mhodgson@binderschwartz.com -- Binder & Schwartz LLP & Evan J. Zucker -- ezucker@blankrome.com -- Blank Rome LLP JPMorgan Chase Bank, N.A, Defendant, represented by John M. Callagy -- jcallagy@kelleydrye.com -- Kelley Drye & Warren, LLP, Emil A. Kleinhaus -- eakleinhaus@wlrk.com -- Wachtell, Lipton, Rosen & Katz, Martin Krolewski -- mkrolewski@kelleydrye.com -- Kelley Drye & Warren, LLP, Harold S. Novikoff -- hsnovikoff@wlrk.com -- Wachtell, Lipton, Rosen & Katz, Carrie M. Reilly -- cmreilly@wlrk.com -- Wachtell, Lipton, Rosen & Katz, Christopher Lee Wilson -- clwilson@wlrk.com -- Wachtell, Lipton, Rosen & Katz & Marc Wolinsky -- mwolinsky@wlrk.com -- Wachtell, Lipton, Rosen & Katz. Alticor Inc, Defendant, represented by Joseph H. Lemkin, Stark & Stark, Emily S. Rucker, Warner Norcross & Judd LLP & Gordon J. Toering, Warner Norcross & Judd LLP. Arrowgrass Master Fund Ltd, Defendant, represented by Elliot Moskowitz, Davis Polk & Wardwell LLP Atrium IV, Defendant, represented by Bruce Bennett, Jones Day. Blackrock Corporate High Yield Fund, Inc., Defendant, represented by Andrew K. Glenn, Kasowitz, Benson, Torres & Friedman LLP. Canadian Imperial Bank of Commerce, Defendant, represented by Oscar N. Pinkas, Dentons US LLP. Carlyle High Yield Par IX Ltd., Defendant, represented by Mark T. Power, Hahn & Hessen LLP. DE-SEI Instl Inv TR-Hi Yld BD, Defendant, represented by Denis Dice, Marshall Dennehey Warner Coleman & Goggin, Richard David Lane, Marshall Dennehey Warner Coleman & Goggin & Joel Wertman, Marshall Dennehey Warner Coleman & Goggin. Highland Credit Opportunities CDO, Ltd., Defendant, represented by Jill B. Bienstock, Cole Schotz P.C. & Gary H. Leibowitz, Cole Schotz P.C.. Ohio Police & Fire Pension, Defendant, represented by Daniel R. Swetnam, Ice Miller LLP State of Connecticut, Defendant, represented by Elizabeth Austin, Pullman & Comley, LLC. TCW IL St Brd of Inv, Defendant, represented by Andrew J. Entwistle, Entwistle & Cappucci LLP. Wells Cap Mgmt - 13923601, Defendant, represented by William Howard Newman, Becker Glynn & Jordan E. Stern, Becker, Glynn, Muffly, Chassin & Hosinski LLP. City of Oakland Police & Fire Retirement System, Defendant, represented by Colin T. Bowen, City of Oakland Office of the City Attorney, Otis McGee, Jr., City of Oakland Office of the City Attorney, Barbara J. Parker, Office of the City Attorney City of Oakland, Kathryn Y. Schubert, Schubert Jonckheer & Kolbe, LLP & Selia M. Warren, City of Oakland Office of the City Attorney. Continental Casualty Company, Defendant, represented by James Gitzlaff, Elenius Frost & Walsh, Daniel Mills Hinkle, Elenius Frost & Walsh, William P. Lalor, Elenius Frost & Walsh & Paul Sheldon, Elenius Frost & Walsh. OCM-WM Pool High Yield Fixed Interest Trust, Defendant, represented by Scott S. Balber, Herbert Smith Freehills NY LLP. RBC Dexia Investor Services Trust as Trustee for GM Canada Foreign Trust, Defendant, represented by Edward L. Ripley, King & Spalding LLP, Gary A. Ritacco, King & Spalding LLP & Arthur Jay Steinberg, King & Spalding LLP. Phoenix Edge Series Fund Phoenix Multi Sector Short Term Bond Series, Defendant, represented by Brendan M. Scott, Klestadt Winters Jureller. Fairview Funding LLC, Defendant, represented by Donald F. Campbell, Jr., Giordano Halleran & Ciesla, PC. Indiana University, Defendant, represented by Michael M. Krauss, Faegre Baker Daniels LLP. Ivy Fund Inc.-High Income Fund, Defendant, represented by Matthew Allen Alvis, K&L Gates LLP, Robert Honeywell, K&L Gates LLP, Joseph Clark Wylie, II, K&L Gates LLP. Kynikos Opportunity Fund II LP, Defendant, represented by Stewart D. Aaron, Arnold & Porter, LLP. Lehman Principal Investors Fund, Inc. - High Yield Fund, Defendant, represented by Joanna C. Hendon, Spears & Imes LLP. Morgan Stanley Senior Funding Inc., Defendant, represented by Bevin M. Brennan, DLA Piper LLP, Kevin D. Finger, DLA Piper LLP. Reams City of Montgomery Alabama Employees Retirement System, Defendant, represented by Edward F. Haber, Shapiro Haber & Urmy LLP. State of Indiana Major Moves, Defendant, represented by Heather M. Crockett, Office of the Attorney General & Maricel E.V. Skiles, Office of the Indiana Attorney General. The Ad Hoc Group of Term Lenders, The Ad Hoc Group of Term Lenders, Defendant, represented by Marc T.G. Dworsky, Munger, Tolles & Olson, LLP & Benjamin Rosenblum, Jones Day. PNC Bank, National Association, Defendant, represented by John Lucian, Blank Rome LLP & Stanley B. Tarr, Blank Rome LLP. IMMIGON PORTFOLIOABBAU AG, Defendant, represented by Bruce R. Grace, Lewis Baach pllc. GCG, LLC, Claims and Noticing Agent, represented by Angela Ferrante, Garden City Group, LLC. Term Loan Lenders, Cross-Claimant, represented by Erin L. Burke, Jones Day, Nicholas D. Fram, Munger, Tolles & Olson LLP, George M. Garvey, Munger Tolles & Olson, Craig Armand Lavoie, Munger, Tolles & Olson LLP & Matthew A. Macdonald, Munger, Tolles & Olson. Ad Hoc Group of Term Lenders, Cross-Claimant, represented by Bradley Schneider, Munger, Tolles & Olson, LLP. 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. MOTORS LIQUIDATION: Show Cause Order Entered in "Ignition" Suits ---------------------------------------------------------------- As previously disclosed on Nov. 10, 2016, in a quarterly report on Form 10-Q of the Motors Liquidation Company GUC Trust, certain plaintiffs in actions relating to the recall of vehicles manufactured by General Motors Corporation, n/k/a Motors Liquidation Company (together with its consolidated subsidiaries, "Old GM") for ignition switch and other defects appealed certain threshold decisions made by the United States Bankruptcy Court for the Southern District of New York in the United States Court of Appeals for the Second Circuit in In re Motors Liquidation Co., Nos. 15-2844, 15-2847, 15-2848. As previously disclosed on July 18, 2016, in a Current Report on Form 8-K of the GUC Trust, on July 13, 2016, the Second Circuit reached a decision on the Appeal, including a decision to vacate the Bankruptcy Court's holding that barred certain claims against the GUC Trust in those actions. Following the rendering of the Second Circuit Opinion, further related proceedings were remanded to the Bankruptcy Court. On Dec. 13, 2016, the Bankruptcy Court entered an Order to Show Cause Regarding Certain Issues Arising from Lawsuits with Claims Asserted Against General Motors LLC That Involve Vehicles Manufactured by General Motors Corporation. Also on Dec. 13, 2016, New GM filed a Petition for Writ of Certiorari with the Supreme Court of the United States of America, asking the Supreme Court to review the Second Circuit Opinion. The Order to Show Cause and the Cert Petition are discussed further below. Background In July 2009, New GM purchased assets from Old GM pursuant to a Bankruptcy Court order relying on Section 363 of the Bankruptcy Code under which certain product liability and property damage claims were barred against New GM, as the successor corporation, where such claims arose before July 9, 2009, the closing date of the 363 Sale. Following New GM's recall of vehicles for ignition switch and other defects throughout 2014, hundreds of lawsuits were filed. Plaintiffs in those suits included those who had suffered pre-closing injuries allegedly arising from the ignition switch defect, plaintiffs who had suffered post-closing injuries allegedly arising from the ignition switch defect and plaintiffs who sought damages for alleged economic losses arising from the ignition switch defect and other defects in Old GM vehicles. New GM sought to enjoin those lawsuits by filing motions in the Bankruptcy Court to enforce the Sale Order. The Bankruptcy Court, in the Threshold Issues Decision, determined certain threshold issues related to the motions to enforce the Sale Order. The Threshold Issues Decision was appealed to the Second Circuit, which affirmed in part, reversed in part, and remanded in part for further proceedings before the Bankruptcy Court. Order to Show Cause On Dec. 13, 2016, the Bankruptcy Court entered the Order to Show Cause, which details five issues that will be determined by the Bankruptcy Court as a method of advancing litigation related to the ignition switch defects in an orderly fashion. The 2016 Threshold Issues consist of the following: * First Threshold Issue: Whether the Bankruptcy Court's Threshold Issues Decision, and subsequent decision reported at 541 B.R. 104 (Bankr. S.D.N.Y. 2015) (together with the Threshold Issues Decision, the "Prior Decisions") are applicable to only Economic Loss Claimants whose claims derive from defects associated with NHTSA Recall No. 14v047, or whether the Prior Decisions are also applicable to Economic Loss Claimants whose claims derive from other, later, recalls. (The plaintiffs that are determined, pursuant to this First Threshold Issue to be the subject of the Prior Decisions are referred to herein as the "Ignition Switch Plaintiffs." Plaintiffs that are determined to not be the subject of the Prior Decisions are referred to herein as the "Non-Ignition Switch Plaintiffs.") * Second Threshold Issue: Whether Non-Ignition Switch Plaintiffs asserting economic loss claims based solely on New GM's independent conduct after the closing of the 363 Sale (1) are entitled to assert those claims against New GM, (2) are barred from bringing such claims to the extent they did not appeal the Prior Decisions, or (3) are barred from bringing such claims because they are not truly independent claims. * Third Threshold Issue: Whether the portion of the Second Circuit Opinion relating to purchasers of used cars manufactured by Old GM after the 363 Sale permits those plaintiffs to assert all claims against New GM, or whether those claims are limited to (a) used car purchasers who appealed the Bankruptcy Court's Prior Decisions, and/or (b) claims that are based solely on New GM's independent conduct after the closing of the 363 Sale. * Fourth Threshold Issue: Whether Post-Closing Accident Plaintiffs are bound by the Sale Order, or whether they may bring successor liability claims against New GM and seek punitive damages in connection therewith notwithstanding a contrary decision by the Bankruptcy Court in November 2015. * Fifth Threshold Issue: Whether the Ignition Switch Plaintiffs and/or Non-Ignition Switch Plaintiffs satisfy the requirements for authorization to file late proofs of claim against the GUC Trust and/or are such claims equitably moot (the "Late Proof of Claim Issue"). The Order to Show Cause provides that briefing with respect to the 2016 Threshold Issues (other than the Late Proof of Claim Issue) will commence on Feb. 27, 2017, and close on April 7, 2017, with oral argument to be heard by the Bankruptcy Court on April 20, 2017, at 9:00 a.m. (such dates and times subject to change). With respect to the Late Proof of Claim Issue, the Order to Show Cause provides that Brown Rudnick LLP (on behalf of certain Economic Loss Plaintiffs) and Goodwin Procter LLP (on behalf of certain Pre-Closing Accident Plaintiffs) will file separate motions seeking authority to file late proofs of claim against the GUC Trust by no later than Dec. 22, 2016. Other plaintiffs who wish to join in the Late Claim Motions will be entitled to file a letter with the Bankruptcy Court by Jan. 6, 2017. The Order to Show Cause further provides that the Bankruptcy Court will hold a status conference on Jan. 12, 2017, at 9:00 a.m. (such dates and times subject to change) to address any issues arising from the Late Claims Motions, including (i) whether discovery is necessary with respect to the Late Claim Motions, (ii) if discovery is necessary, the appropriate parameters of such discovery, and (iii) an appropriate briefing schedule for the Late Claim Motions, including deadlines for objections and replies. The Order to Show Cause provides that any person objecting to the procedures set forth in the Order to Show Cause must file an objection with the Bankruptcy Court no later than 20 days following the date of the Order to Show Cause. Cert Petition On Dec. 13, 2016, New GM filed its Cert Petition with the Supreme Court. The Cert Petition was docketed on Dec. 15, 2016, as case number 16-764. Responses to the Cert Petition are due by Jan. 16, 2017. There is no formal date by which the Cert Petition must be granted or denied. 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. MURPHY ENERGY: Court Approves Sale of Natural-Gas Terminals ----------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas, on Dec. 19, 2016, entered an order approving the auction results in the bankruptcy case of Connect Transport, L.L.C., et al., including the sale of substantially all of their assets. The following Purchasers have offered the highest and best consideration for the applicable Assets and are deemed to be the Successful Bidder or Back-Up Bidder, as applicable: (a) Port Hudson Terminal - The Successful Bidder is NGL Supply Terminal Company, LLC, with a cash purchase price of $33,100,000, plus other consideration. The Back-Up Bidder is Lorica Energy, LLC, with a cash purchase price of $33,000,000, plus other consideration for the Port Hudson Terminal Assets. (b) Port Allen Terminal - The Successful Bidder is BioUrja Trading, LLC, with a cash purchase price of $5,600,000, plus other consideration for the Port Allen Terminal Assets. The Back-Up Bidder is NGL with a cash purchase price of $5,500,000, plus other consideration for the Port Allen Terminal Assets. (c) Kingfisher Facility - The Successful Bidder is NGL with a cash purchase price of $16,600,000, plus other consideration for the Kingfisher Facility Assets. The Back-Up Bidder is CP Energy Holdings, LLC, with a cash purchase price of $16,500,000, plus other consideration for the Kingfisher Facility Assets. (d) Crude Terminals - The Successful Bidder is Tauber Oil Company with a cash purchase price of $3,000,000, plus other consideration for the Crude Terminal Assets. Katy Stech, writing for The Wall Street Journal Pro Bankruptcy, reported that the bankruptcy judge approved the $33.1 million sale of natural-gas transporter Murphy Energy Corp.'s Port Hudson terminal in Louisiana, which was auctioned along with several other terminals as part of the company's bankruptcy. Murphy Energy officials told Judge Hale that the company owed roughly $57 million to investors organized by Bank of America, the report said, citing documents filed in U.S. Bankruptcy Court in Dallas. Murphy Energy officials who held an auction for the company's Port Hudson terminal announced that NGL Supply Terminal Co. beat competitors after 24 rounds of bidding, the report related. NGL Supply Terminal also won an auction for Murphy Energy's Oklahoma terminal with a $16.6 million bid, the report further related. A buyer named BioUrja Trading LLC offered $5.6 million for a third terminal in Louisiana called Port Allen, which has been under construction since last year, the report noted. Murphy Energy officials who have spent $15 million on the project said it needs another $20 million to be completed, the report cited earlier court papers. Murphy Energy also said that Tauber Oil Co. is preparing to purchase Murphy Energy's 10 truck-to-pipeline crude oil terminals in north Texas and Oklahoma, which buy crude oil from producers and transport it to customers, the report added. About Connect Transport Privately-held Connect Transport, LLC, provides transportation, storage, producer, and marketing services for crude oil, natural gas liquids, and condensates. Connect Transport and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Texas Lead Case No. 16-33971) on Oct. 4, 2016. The affiliated debtors are Big Rig Tanker, L.L.C., MG Rolling Stock Land, L.L.C., Murphy Energy Corporation, Murphy Holdings, Inc., Port Allen Terminal, LLC, Port Hudson Terminal, LLC, Murphy Terminals, LLC, and Connect Terminals, LLC (Case Nos. 16-33972 to 16-33979). Connect Transport estimated assets of $500,000 to $1 million and liabilities of $50 million to $100 million. Murphy Energy Corp. estimated $100 million to $500 million in both assets and liabilities. The Debtors tapped Dykema Cox Smith as legal counsel. Houlihan Lokey Capital, Inc., serves as the Debtors' investment banker while Kurtzman Carson Consultants LLC serves as claims and noticing agent. The U.S. Trustee has formed an Official Committee of Unsecured Creditors. The Committee retained McCathern, PLLC, as counsel. MUSCLEPHARM CORP: Stacey Jenkins Quits as Director -------------------------------------------------- Stacey Jenkins resigned from the board of directors of MusclePharm Corporation, effective on Dec. 15, 2016. Mr. Jenkins' resignation was not as a result of a disagreement or dispute with the Company, as disclosed in a Form 8-K report filed with the Securities and Exchange Commission. About MusclePharm Headquartered in Denver, Colorado, MusclePharm Corporation (OTCQB: MSLP) -- http://www.muslepharm.com/-- develops and manufactures a full line of National Science Foundation approved nutritional supplements that are 100 percent free of banned substances. MusclePharm is sold in over 120 countries and available in over 5,000 U.S. retail outlets, including GNC and Vitamin Shoppe. MusclePharm products are also sold in over 100 online stores, including bodybuilding.com, Amazon.com and Vitacost.com. MusclePharm reported a net loss of $51.85 million in 2015, a net loss of $13.8 million in 2014 and a net loss of $17.7 million in 2013. As of Sept. 30, 2016, MusclePharm had $38.33 million in total assets, $54.77 million in total liabilities and a total stockholders' deficit of $16.44 million. NCI BUILDING: Moody's Affirms B1 Corporate Family Rating -------------------------------------------------------- Moody's Investors Service affirmed the B1 corporate family rating ("CFR") for NCI Building Systems, Inc., and changed its outlook to positive from stable. The positive outlook reflects NCI's much improved operating performance over the last year with a corresponding positive effect on the company's key credit metrics. Moody's expects NCI will continue to improve its overall credit condition as the company executes on its key initiatives of commercial discipline, competent supply chain management and operational efficiencies. The following ratings were affected by this action: Probability of Default Rating, affirmed B1-PD; Corporate Family Rating, affirmed B1; Senior Secured Term Loan, affirmed Ba3 (LGD3); Senior Unsecured Regular Bond/Debenture, affirmed B3 (LGD5). Outlook Actions: Outlook, Changed to positive from stable. RATINGS RATIONALE The change in outlook to positive from stable reflects NCI's improved operating performance and better key credit metrics. For the twelve months ended July 31, 2016, NCI had adjusted debt/EBITDA of 2.6x, a 1.0x decrease over FY 2015 (All Moody's calculations include Moody's standard adjustments). Additionally, for the twelve months ended July 31, 2016, NCI had sales of $1,664 million, a 6.5% increase over FY 2015. This growth in sales came accompanied by a solid increase in both gross and EBITDA margins. The company has been steadily increasing margins from levels of 4.5% in 2011 to its current levels. As of July 31, 2016, NCI's EBITA margin was 8.0%. Moody's expect NCI to continue recording positive operating performance during Moody's time horizon if the company is able to execute on its key initiatives of commercial discipline, competent supply chain management and operational efficiencies. The B1 corporate family rating also reflects NCI's leverage levels, along with their higher interest burden since the acquisition of CENTRIA in January 2015. The rating also considers NCI's significant exposure to the prevailing conditions in the cyclical North American non-residential construction sector, a sector that constitutes the vast majority of the NCI's end-markets. Moody's expect the non-residential sector to experience low to mid-single digit growth during the next 12 to 18 months. The rating is constrained by NCI's ultimate ownership structure as a private equity owned company and the company's vulnerability to cyclicality in its end-markets. WHAT COULD CHANGE RATINGS UP/DOWN Further ratings upgrades beyond B1 will be constrained by NCI's private equity ownership structure. Positive rating actions could ensue if NCI: -- Is able to resolve its ultimate ownership structure; -- Demonstrates a financial policy that shows improved capitalization and allows the company's balance sheet to increase its resilience to economic downturns; -- Maintains adjusted EBITA margins above 5.0%; -- Sustains adjusted EBITA-to-interest expense above 3.0x; -- Maintains adjusted debt-to-EBITDA below 4.0x. Negative rating actions may occur if NCI's operating performance falls below Moody's expectations, or if the company experiences a weakening in financial performance resulting in the following adjusted metrics: -- Operating losses on a trailing 12-month basis; -- Adjusted EBITA to-interest expense below 1.0x; -- Adjusted debt-to-EBITDA above 5.5x; -- Recording negative adjusted free cash flows, making acquisitions through material indebtedness increases, or a worsening of conditions in the non-residential construction sector could also place downward pressure on NCI's rating. The principal methodology used in these ratings was Global Manufacturing Companies published in July 2014. Corporate Profile: Headquartered in Houston, Texas, NCI Building Systems, Inc. is one of the largest integrated manufacturers of metal products for the non-residential building industry in North America. For the twelve months ended July 31, 2016, NCI generated $1,664 million of revenue and $179 million of Moody's adjusted EBITDA. As of July 31, 2016, Clayton, Dubilier & Rice ("CD&R") owned 42% of NCI. NEENAH FOUNDRY: Moody's Affirms Caa1 CFR, Revises Outlook to Neg. ----------------------------------------------------------------- Moody's Investors Service revised the rating outlook for Neenah Foundry Company to Stable from Negative following the completion of an amendment and extension of the company's credit facilities. In a related action, Neenah's Corporate Family and Probability of Default Ratings were affirmed at Caa1, and Caa1-PD, respectively; and a Caa2 rating was assigned to the amended and extended $107 million senior secured term loan which matures in April 2019. Proceeds from the amended and extended term loan along with borrowings under a new $75 million asset based revolving credit facility were used to repay the existing $117 million senior secured term loan. The following rating was assigned: Caa2 (LGD4), to the $107 million amended and extended senior secured term loan, due April 2019 The following ratings were affirmed: Corporate Family Rating, at Caa1; Probability of Default, at Caa1-PD; The following ratings was withdrawn: Caa2 (LGD4) ratings for the prior senior secured term loan ($117 million remaining amount) RATINGS RATIONALE The revision of Neenah's rating outlook to Stable from Negative incorporates the amendment and extension of company's liquidity and term loan facilities, and gradual operating performance improvement, balanced by ongoing challenges in the company's commercial vehicle end markets. Neenah has shown quarter by quarter operating improvement in fiscal 2016, but at levels substantially below Moody's expectations. The transaction provides the company with greater financial and operational flexibility as Class 8 build rates are expected to continue to decline on a year-over-year basis through the first half of 2017. Given the only two-year extension of maturities, Neenah's ability to address what will be near-term maturities by calendar year-end 2017 is dependent on the recovery of Class 8 vehicle demand in 2017. While recent Class 8 order trends are positive, the sustainability of this trend is uncertain. Neenah is expected to maintain an adequate liquidity profile over the next 12-15 months supported by availability under the new $75 million asset based revolving credit facility and positive free cash flow generation. Pro forma for the refinancing transaction, Neenah is anticipated to have only nominal amounts of cash on hand. Moody's believes that Neenah's free cash flow should strengthen over the near-term with recovering commercial vehicle markets in the second half of 2017. Free cash flow as a percentage of debt is expected to be in the high single digit range by fiscal year-end September 2017. Neenah's cash flow cycle is seasonal with positive cash generation in the second half of the company's fiscal year. Liquidity also is supported by availability of $44 million under the new asset based revolving credit facility, after about $17 million of borrowings. The facility matures in January 2019. The financial covenant under the asset based revolver is a springing minimum fixed charge coverage test, which Moody's does not expect to spring over the near-term. The net leverage covenant test under the term loan facility, which matures in April 2019, has been reset with sufficient covenant cushion. The rating or outlook could be lowered if the North American commercial vehicle and casting markets experience demand trends resulting the inability for EBITA margins to recover to 5%, or EBITA/Interest to recover to 1x, or debt/EBITDA maintained above 6x. The initiation of shareholder friendly actions or the inability to refinance the secured facilities prior to the year-end of calandar 2017also could result in a negative rating action. A higher rating or outlook could result from the ability to sustain current market share and pricing trends such that EBIT/Interest is sustained above 2x and Debt/EBITDA below 4.5x while demonstrating a financial policy that is focused on debt reduction. Neenah's ability address its early 2019 debt maturities also could also lead to a positive rating action. The principal methodology used in these ratings was "Global Automotive Supplier Industry" published in June 2016. Neenah Foundry Company, headquartered in Neenah, Wisconsin, manufactures gray and ductile iron castings and forged components for sale to industrial and municipal customers. Industrial castings are custom engineered and produced for customers in several industries, including the medium- and heavy-duty truck components, farm equipment, construction equipment, and material handling equipment. Municipal castings include manhole covers and frames, storm sewer frames and grates, tree grates, and specialty castings. Neenah is a wholly owned subsidiary of Neenah Enterprises, Inc., which is controlled by private investment funds affiliated with Golden Tree Asset Management and others. Revenues for fiscal last twelve month period ending September 30, 2016 were $384 million. NEIMAN MARCUS: Bank Debt Trades at 11.87% Off --------------------------------------------- Participations in a syndicated loan under Neiman Marcus Group Inc. is a borrower traded in the secondary market at 88.13 cents-on-the-dollar during the week ended Friday, December 16, 2016, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 2.19 percentage points from the previous week. Neiman Marcus Group Inc. pays 300 basis points above LIBOR to borrow under the $2.9 billion facility. The bank loan matures on Oct. 16, 2020 and carries Moody's B2 rating and Standard & Poor's B- rating. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended December 16. NEOVASC INC: Regains Compliance with NASDAQ Listing Requirements ---------------------------------------------------------------- Neovasc Inc. disclosed that it has regained compliance with the listing requirements of The NASDAQ Stock Market LLC. On July 5, 2016, Neovasc received a letter from Nasdaq notifying the Company that it was not in compliance with the minimum bid price requirement set forth in the Nasdaq Rules for continued listing on The Nasdaq Capital Market. Nasdaq Listing Rule 5550(a)(2) requires listed securities to maintain a minimum bid price of US$1.00 per share, and Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum bid price requirement exists if the deficiency continues for a period of 30 consecutive business days. On Dec. 19, 2016, Neovasc received notification from Nasdaq stating that since the closing bid price of the Company's common shares had been greater than US$1.00 per share for the last 10 consecutive business days, from Dec. 5, 2016, to Dec. 16, 2016, Neovasc was in compliance with Listing Rule 5550(a)(2) and this matter is now closed. About Neovasc Inc. Neovasc Inc. (CVE: NVC) -- http://www.neovasc.com/-- is a Canadian specialty medical device company that develops, manufactures and markets products for the rapidly growing cardiovascular marketplace. Its products in development include the Tiara, for the transcatheter treatment of mitral valve disease and the Neovasc Reducer for the treatment of refractory angina. The Company also sells a line of advanced biological tissue products that are used as key components in third-party medical products including transcatheter heart valves. Neovasc reported a net loss of US$26.73 million for the year ended Dec. 31, 2015, compared to a net loss of US$17.17 million for the year ended Dec. 31, 2014. As of Sept. 30, 2016, Neovasc had US$33.83 million in total assets, US$93.45 million in total liabilities and a total deficit of US$59.61 million. NEPHROGENEX INC: Unsecureds to Recover 26.8% to 37.1% Under Plan ---------------------------------------------------------------- NephroGenex, Inc. filed with the U.S. Bankruptcy Court for the District of Delaware a disclosure statement with respect to its plan of liquidation, dated Dec. 6, 2016. Class 1 consists of miscellaneous secured claims which are unimpaired under the plan. On or as soon as reasonably practicable after the distribution date or the date such miscellaneous secured claim becomes an allowed miscellaneous secured claim, at the option of the Debtor or the Liquidating Trustee, as applicable, holders of allowed miscellaneous secured claims will receive, in full satisfaction of such allowed miscellaneous secured claim, (a) cash from the Debtor equal to the value of such allowed miscellaneous secured claim, (b) a return of the holder's collateral securing the miscellaneous secured claim, (c) such treatment required under section 1124(2) of the Bankruptcy Code for such claim to be rendered unimpaired or (d) such other treatment as to which such holder and the Debtor or the Liquidating Trustee, as applicable, have agreed upon writing. Estimated recovery for this class is 100%. Class 3 consists of general unsecured claims which are impaired under the plan. On the Effective Date, each holder of an allowed general unsecured claim will receive its pro rata share of the Liquidating Trust interests. Estimated recovery for this class is 26.8% to 37.1%. On the Effective Date, the Liquidating Trust shall be established pursuant to the Liquidating Trust Agreement for the purpose of among other things, (I) investigating and, if appropriate, pursuing Liquidating Trust Claims; (ii) holding and liquidating the Liquidating Trust Assets; (iii) resolving all disputed claims and any claim objections pending as of the Effective Date; (iv) prosecuting any objections to claims that the Liquidating Trustee deems appropriate and resolving such objections; and (v) making distributions from the Liquidating Trust to holders of allowed claims as provided for in the plan and/or the Liquidating Trust Agreement. On the distribution date, the Liquidating Trustee shall make adequate reserves in the Disputed Claims Reserve for, the Distributions required to be made under the Plan to holders of allowed general unsecured claims. BankruptcyData.com reported that the Disclosure Statement explains, "On the Effective Date, each holder of an allowed general unsecured claim will receive on account of such allowed general unsecured claim, its Pro Rata share of the Liquidating Trust Interests. . . On the Distribution Date, each Holder of an Allowed General unsecured claim will receive, on account of such Allowed General Unsecured Claim, its Pro Rata share of the Liquidating Trust Interests . . . On or before the Effective Date, the Debtor will transfer and assign to the Liquidating Trust all of its right, title and interest in and to all of the Liquidating Trust Assets, and all such assets will automatically vest in the Liquidating Trust free and clear of all Claims and liens, subject only to the Allowed Claims of the Holders of the Liquidating Trust Interests as set forth in the Plan and the expenses of the Liquidating Trust as set forth in the Liquidating Trust Agreement." The Court scheduled a January 20, 2017 hearing to consider the Disclosure Statement, with objections due by January 13, 2017. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/debe16-11074-256.pdf About NephroGenex, Inc. Raleigh, N.C.-based NephroGenex, Inc., is a drug development company that focuses on developing novel therapies for kidney disease. It develops Pyridorin (pyridoxamine dihydrochoride), a therapeutic agent, which is in Phase III clinical study for the treatment of diabetic nephropathy. NephroGenex filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 16-11074) on April 30, 2016, disclosing $4.9 million in total assets and $6.2 million in total debt as of April 30, 2016. The petition was signed by John P. Hamill, chief executive officer and chief financial officer. David R. Hurst, Esq., at Cole Scotz P.C. serves as the Debtor's bankruptcy counsel. Cassel Salpeter & Co. LLC is the Debtor's investment banker and financial advisor. Kurtzman Carson Consultants LLC is the Debtor's claims and noticing agent. NEUSTAR INC: Moody's Ratings Remain on Review Over Sale Deal ------------------------------------------------------------ Moody's Investors Service said that Neustar, Inc's ratings will remain on review for downgrade following its announcement that Golden Gate Capital has agreed to purchase Neustar for $2.9 billion in cash. Golden Gate plans to raise $1.75 billion in new debt to finance the transaction, which may increase Neustar's leverage by over 2x, based on Moody's estimate of Neustar's 2019 EBITDA. The company will generate a significant amount of cash as the NPAC contract runs off over the next 4-6 quarters, which could be used for debt reduction. Moody's review will focus on the post-close capital structure of Neustar and its fundamental profile, market position and growth potential. Moody's expects Neustar's existing debt to be repaid upon close of the deal. In June of 2016, Moody's placed Neustar, Inc.'s ratings under review for downgrade following its announcement of a plan to separate into two independent, publicly traded companies. Moody's believes the plan to separate the order management and numbering services business is now on hold and the company will remain whole as it is taken private. In preparation for spin transaction as well as the loss of the NPAC contract, Neustar had been focused on reducing its debt load. The proposed buyout represents a reversal of this conservative financial policy which adds to the negative pressure to the ratings. Neustar, Inc's Ba3 corporate family rating reflected its healthy balance sheet, strong cash flows, and high growth rate. The company has a favorable market position in the information services sector with business lines in marketing, data, and security services. Over the past several years, Neustar has aggressively invested in its business, diversifying its revenue base away from the impending loss of its very large contract to provide Number Portability Administration Center (NPAC) services. NPAC generates approximately 45% of its revenues, but the contract is scheduled to expire in 2018. With organic growth and M&A that leverages its expertise in managing real-time information systems, revenue from non-NPAC services has reached a scale and level of profitability that supports its debt load after the loss of NPAC. NEXT COMMUNICATIONS: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------------ Debtor: Next Communications, Inc. 350 Lincoln Road, Suite 4015 Miami Beach, FL 33139 Case No.: 16-26776 Chapter 11 Petition Date: December 21, 2016 Court: United States Bankruptcy Court Southern District of Florida (Miami) Judge: Hon. Robert A Mark Debtor's Counsel: Gary M Murphree, Esq. A.M. LAW, LLC 7385 SW 87 Ave # 100 Miami, FL 33173 Tel: 305-441-9530 E-mail: gmm@amlaw-miami.com pleadings@amlaw-miami.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $10 million to $50 million The petition was signed by Arik Maimon, CEO. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/flsb16-26776.pdf NEXT STAGE: Hall Selling San Francisco Property to Young for $3M ---------------------------------------------------------------- Steven Anthony Hall asks the U.S. Bankruptcy Court for the Northern District of California to authorize the sale of real property commonly described as 1227-1231 San Bruno Avenue, San Francisco, California, APN Lot 018, Block 4214, to Sam R. Young for $3,000,000. The property is income property. Title to the property is held in the name of Next Stage Holdings, LLC, a Nevada LLC, whose authority to conduct business has been suspended by the State of Nevada for non-payment of fees. Under Nevada law, the assets of a suspended LLC are held by the members for the benefit of the creditors of the LLC. The Debtor is the sole manager and member of the LLC. On Nov. 10, 2016, the Court entered its order approving the employment of Michael Minson and Keller/Williams Realty as the Debtor's broker. The Debtor has entered into a contract for the sale of the property for $3,000,000 to the Buyer. These liens and encumbrances are of record against the property: a. A Deed of Trust in the principal amount of $1,712,750 dated Nov. 21, 2014 in favor of FJM Private Mortgage Fund, LLC, a California Limited Liability Company, recorded Nov. 26, 2014 in the Official Records of the City & County of San Francisco, No. 2014-J980632-00; b. A Deed of Trust in the amount of $325,000 dated Nov. 21, 2014 in favor of Harold J. Severson and Margene W. Severson, recorded on Nov. 26, 2014 in the Official Records of the City & County of San Francisco, No. 2014-J980633-00; c. A Deed of Trust in the amount of $50,000 dated Nov. 26, 2014 in favor of Universal Rei, LLC, recorded March 13, 2015 in the Official Records of the City & County of San Francisco, No. 2015-K033316-00; d. A Deed of Trust in the amount of $200,000 dated June 3, 2015 in favor of Jon Cal Properties, LLC, a California limited Liability Company, recorded June 5, 2015 in the Official Records of the City & County of San Francisco, No. 2015-K071824-00; e. An abstract of judgment in the amount of $126,222 in favor of John Garibaldi recorded June 16, 2015 in the Official Records of the City & County of San Francisco, No. 2015-K083575-00; f. A Deed of Trust in the amount of $100,000 dated Aug. 14, 2015 in favor of Myra Chun, recorded Aug. 20, 2015 in the Official records of the City & County of San Francisco, No. 2015-K112720-00; g. A Deed of Trust in the amount of $100,000 dated Aug. 14, 2015 in favor of Myra Chun, recorded Aug. 20, 2015 in the Official Records of the City & County of San Francisco, No. 2015-K112721-00; h. A Deed of Trust in the amount of $200,000 dated Nov. 13, 2015 in favor of Steven A. Hall, recorded Nov. 16, 2015 in the Official Records of the City & County of San Francisco, No. 2015-K156080-00; i. A financing statement in favor of TA Financial Group against the Debtor, recorded Feb.3, 2016 in the Official Records of the City & County of San Francisco, No. 2016-K197888-00; j. A claim of mechanic's lien or materialman's lien in the amount of $599,999 in favor of Anthony Malfatti recorded July 21, 2016 in the Official Records of the City & County of San Francisco, No. 2016-K291355-00. The Debtor's share of closing costs, the commissions, any real estate taxes which might be outstanding, and the FJM lien would be paid directly from escrow. All net proceeds will remain in escrow or will be transferred to the Debtor's Debtor-in-Possession bank account and will not be used absent dismissal of the Chapter 11 case or an Order authorizing the use of the funds issued by the Bankruptcy Court. The Debtor has had preliminary discussions with some of the lienholders who have expressed a willingness to reduce the amounts of their liens. It may be necessary for the Debtor to seek a determination as to whether or not some of the junior liens are in fact secured or whether the liens may be avoided under Section 506 of the Bankruptcy Code. If the Debtor is unable to sell the property, it is likely that FJM will foreclose and the Debtor will lose close to $1,000,000 in equity which could be used to pay the junior lienholders. The Debtor asks the Court to approve the sale of the property free and clear of the following liens and encumbrances. The Debtor also moves for an order authorizing the payment from escrow the Deed of Trust in the principal amount of $1,712,750 in favor of FJM, and to pay a real estate commission to the Debtor's broker, and to the Buyer's broker, Lee Ann Fleming/McGuire Real Estate About Next Stage Holdings Next Stage Holdings, LLC, sought Chapter 11 protection (Bankr. N.D. Cal. Case No. 16-31312) on Dec. 6, 2016. The petition was signed by Steven Hall, managing member. Judge Hannah L. Blumenstiel is assigned to the case. The Debtor estimated assets and liabilities in the range of $1 million to $10 million. The Debtor tapped Ruth Elin Auerbach, Esq., at Law Offices of Ruth Elin Auerbach, as counsel. Steven Anthony Hall filed his own Chapter 11 petition (Bankr. N.D. Cal. Case No. 16-31027) on Sept. 22, 2016. NORTH PARK: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: North Park Investments, LLC 5716 Corsa Avenue, Suite 110 Westlake, CA 91362 Case No.: 16-12371 Chapter 11 Petition Date: December 20, 2016 Court: United States Bankruptcy Court Central District of California (Santa Barbara) Judge: Hon. Peter Carroll Debtor's Counsel: Al West, Esq. WEST & ASSOCIATES 700 N Pacific Coast Hwy Suite 201 Redondo Beach, CA 90277 Tel: 310 374-4141 E-mail: WestandAssociates@gmail.com Total Assets: $3.3 million Total Debts: $13.39 million The petition was signed by Steve Rogers, authorized agent. Debtor's List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Ray Gutirerrez Contract for $900,000 428 Georgetown Avenue debt via Note & Ventura, CA 93003 Assignment Email: authorizedtrust@gmail.com Marc & Michelle Griffith Contract for $600,000 6020 Heatherton Drive debt via Note & Somis, CA 93066 Assignment Email: notedresults@gmail.com Sunil WAdhwa Contract for $600,000 747 Sturbridge Drive debt via Note & Folsom, CA 95630 Assignment Raj Wadhwa Contract for $575,000 1102 Penniman Dr. debt via Note & El Dorado Hills, CA 95762 Assignment Jane Bin Yu Contract for $575,000 1462 Michigan Avenue debt via Note & San Jose, CA 95002 Assignment Angela Leung Contract for $575,000 3217 Acalanes Avenue debt via Note & Lafayette, CA 94549 Assignment Greg Somerville Contract for $575,000 3416 Saint Andrews Drive debt via Note & Stockton, CA 95219 Assignment Stella Tan Contract for $570,000 4525 Lincoln Way debt via Note & San Francisco, CA 94122 Assignment Ellen Davenport Contract for $570,000 5555 Thayer Lane debt via Note & San Ramon, CA 94582 Assignment Harold Fuhrmann Contract for $500,000 1953 Village Court debt via Note & lone, CA 95640 Assignment Lorraine Moller Contract for $500,000 2525 Arapahoe, Suite 500 debt via Note & Boulder, Colorado 80302 Assignment Robert Burns Contract for $400,000 690 Heather Court debt via Note & Pacifica, CA 94044 Assignment John Lazell Contract for $175,000 9651 Maccool Lane debt via Note & Santee, CA 92071 Assignment Floro Anunciacion Contract for $175,000 debt via Note & Assignment Richard Guriel Contract for $170,000 debt via Note & Assignment Maritza Luz Vega Contract for $150,000 debt via Note & Assignment Leslie Edwards Contract for $150,000 debt via Note & Assignment Gerald Bardel Contract for $150,000 debt via Note & Assignment Steven Vaughn Contract for $150,000 debt via Note & Assignment John Tombarelli Contract for $150,000 debt via Note & Assignment NOVABAY PHARMACEUTICALS: Agrees to Pay Former CEO in Installments ----------------------------------------------------------------- NovaBay Pharmaceuticals, Inc., and Dr. Ramin Najafi, the Company's former president and chief executive officer, entered into an amendment to the Separation Agreement between the parties, dated as of Nov. 18, 2015. Under the original terms of the Separation Agreement, the Company agreed to pay the remaining $480,000 of the executive's separation payments on Dec. 31, 2016. At the Company's option, such $480,000 separation amount may consist of any of the following: (i) a grant of registered shares of the Company's common stock, the total value of which will be equivalent to $480,000 (with the stock price used to determine the number of shares constituting the Grant being the average closing price of the last five business days before the date of grant); (ii) a payment of $480,000 in cash; or (iii) a combination of such stock grant and cash, equal in the aggregate to $480,000 (any of such three options, the "Payment"). Pursuant to the Amendment, the parties have agreed to divide the Payment into two equal installments (rather than a single payment due on Dec. 31, 2016), the first of which will be paid and/or granted on Dec. 16, 2016, and the second of which will be paid and/or granted on Jan. 15, 2017. About NovaBay Pharmaceuticals NovaBay Pharmaceuticals is a biopharmaceutical company focusing on the commercialization of prescription Avenova lid and lash hygiene for the domestic eye care market. Avenova is formulated with Neutrox which is cleared by the U.S. Food and Drug Administration (FDA) as a 510(k) medical device. Neutrox is NovaBay's proprietary pure hypochlorous acid. Laboratory tests show that hypochlorous acid has potent antimicrobial activity in solution yet is non-toxic to mammalian cells and it also neutralizes bacterial toxins. Avenova is marketed to optometrists and ophthalmologists throughout the U.S. by NovaBay's direct medical salesforce. It is accessible from more than 90% of retail pharmacies in the U.S. through agreements with McKesson Corporation, Cardinal Health and AmeriSource Bergen. NovaBay reported a net loss of $18.97 million in 2015, a net loss of $15.19 million in 2014 and a net loss of $16.04 million in 2013. As of Sept. 30, 2016, NovaBay had $15.14 million in total assets, $8.42 million in total liabilities and $6.71 million in total stockholders' equity. OUM & Co. LLP in San Francisco, California, audited the consolidated balance sheets of NovaBay Pharmaceuticals, Inc. as of Dec. 31, 2015, and 2014 and the related consolidated statements of operations and comprehensive loss, stockholders' equity, and cash flows for each of the three years in the period ended Dec. 31, 2015. The firm noted that the Company has suffered recurring losses and negative cash flows from operations and has a stockholders' deficit, all of which raise substantial doubt about its ability to continue as a going concern. NUVERRA ENVIRONMENTAL: Extends ABL Facility Maturity to March 2017 ------------------------------------------------------------------ Nuverra Environmental Solutions, Inc., entered into a Fourteenth Amendment to Amended and Restated Credit Agreement by and among Wells Fargo Bank, National Association, the lenders, and the Company, which further amends the Company's Amended and Restated Credit Agreement, dated as of Feb. 3, 2014, by and among Wells Fargo, the Lenders, and the Company. The ABL Facility Amendment dated Dec. 16, 2016, amends the ABL Facility by extending the date by which the Company is required to refinance the ABL Facility in full from Dec. 16, 2016, to March 31, 2017, and the maturity date of the ABL Facility from Dec. 31, 2016, to March 31, 2017. In addition, among other terms and conditions, the ABL Facility Amendment amends the ABL Facility by (i) reducing the maximum revolver commitments from $85 million to $40 million, and (ii) increasing the Permitted Indebtedness (as defined in the ABL Facility) under the Term Loan Documents (as defined in the ABL Facility) from $30,600,000 to $58,100,000, plus any interest required or permitted to be paid in kind under and pursuant to the Term Loan Documents (as defined in the ABL Facility). The Company continues to evaluate strategic options and transactions and expects to continue its discussions with certain of its debtholders regarding strategic alternatives to improve its long-term capital structure and liquidity. Term Loan Agreement Amendment On Dec. 16, 2016, the Company entered into a Fourth Amendment to Term Loan Credit Agreement by and among the lenders named therein, Wilmington Savings Fund Society, FSB, as administrative agent, Wells Fargo, as collateral agent, the Company, and the guarantors named therein, which further amends the Term Loan Credit Agreement, dated April 15, 2016, by and among Wilmington, the Term Loan Lenders, and the Company by increasing the Term Loan Lenders' commitment, and the principal amount borrowed by the Company, under the Term Loan Agreement from $30,600,000 to 58,100,000. Pursuant to the Term Loan Agreement Amendment, the Company is required to use the net cash proceeds of the Additional Term Commitment of $25 million to pay the fees, costs and expenses incurred in connection with the Term Loan Agreement Amendment and to pay down $22 million aggregate principal amount of loans outstanding under the Company's ABL Facility. The remaining net cash proceeds, subject to satisfaction of certain release conditions, will be available for general operating, working capital and other general corporate purposes. In connection with the Term Loan Agreement Amendment, the Company paid to the Lenders an amendment fee of $2.5 million, which was added to the principal amount outstanding thereunder. About Nuverra Nuverra Environmental Solutions, Inc. (OTCQB: NESC) provides environmental solutions to customers focused on the development and ongoing production of oil and natural gas from shale formations. The Scottsdale, Arizona-based Company operates in shale basins where customer exploration and production activities are predominantly focused on shale and natural gas. Nuverra reported a net loss attributable to common stockholders of $195 million in 2015, a net loss attributable to common stockholders of $516 million in 2014 and a net loss attributable to common stockholders of $232 million in 2013. As of Sept. 30, 2016, Nuverra had $388.3 million in total assets, $496.3 million in total liabilities and a total shareholders' deficit of $107.96 million. KPMG LLP, in Phoenix, Arizona, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has incurred recurring losses from operations and has limited cash resources, which raise substantial doubt about its ability to continue as a going concern. OHIO VALLEY ELECTRIC: Moody's Lowers Sr. Unsecured Ratings to Ba1 ----------------------------------------------------------------- Moody's Investors Service downgraded the senior unsecured ratings of the Ohio Valley Electric Corporation to Ba1 from Baa3, concluding the review that began on November 4, 2016. The rating outlook is negative. RATINGS RATIONALE This rating action was prompted by the recent downgrades of FirstEnergy Corp's (FirstEnergy) subsidiaries FirstEnergy Solutions Corp. (FES: Caa1 negative) and Allegheny Energy Supply Company, LLC (AES: B1 negative) which together are contractually obligated to cover about 8% of OVEC's expenditures. The downgrades of FES to Caa1 from Ba2 and AES to B1 from Ba1 followed FirstEnergy's announced intention to exit its merchant business entirely within 18 months, even if it requires a restructuring or bankruptcy at FES. Although the proportion of OVEC's revenues that are derived from FES (4.85%) and AES (3.01%) are relatively modest, the payment obligations under the Inter-Company Power Agreement (ICPA), which is the basis for OVEC's revenue, are several and not joint. In addition, in the event of a payment default, there is currently no requirement for the non-defaulting sponsor companies to "step-up" their payments to cover any shortfall. The rating action also considers the December 1st decision of the OVEC Board to begin funding a debt service reserve, and to form a strategic planning group to evaluate a possible modernization of the ICPA. Moody's view both of these developments as indicative of the Board's desire to support credit quality. The strategic planning group will be tasked with reviewing possible ways to update the ICPA, including the potential creation of a step-up to cover sponsor shortfalls and/or requirements for credit assurance in the event of declining sponsor company credit quality. Any such changes to the ICPA would need to be approved by all of the sponsoring companies. In the interim, OVEC's funding of a $44 million reserve over 18 months beginning January 2017 should help to mitigate potential cash shortfalls. Absent these credit strengthening actions by the Board, OVEC's ratings could have moved down by more than one notch. "In the event of a payment default by FES or another sponsor, OVEC may suspend service to the defaulting entity; in which case, the energy and capacity allocated to the defaulting party would become available to the other sponsor companies, or to OVEC, to sell into the PJM Interconnection markets. Based on current market conditions, we estimate the revenues available from the sale of this capacity and energy into the market would cover only about 50% of OVEC's billable non-fuel expenses. As such, we expect the shortfall from a potential loss of FES revenue (4.85% of the total) could be in the range of about $6-10 million per year. While this amount appears manageable, there currently is no automatic means of funding the gap other than through draws on the OVEC revolver. Revolver usage requires a representation of no material adverse change, a credit negative, and would need to be repaid pro-rata by the sponsoring companies," Moody's says. Rating Outlook The negative rating outlook reflects the negative outlooks on sponsor companies that currently make up about 13% of OVEC's revenues, and recognizes the potential for a bankruptcy filing at FES. The outlook also reflects the potential for downward movement in the rating in the event the OVEC declines or is unable to implement long-term credit supportive modernizing changes to the ICPA. Factors that Could Lead to an Upgrade Given the negative outlook, the ratings are unlikely to move upward in the near-to-medium term. However, in the event long-term credit supportive changes to the ICPA, such as an inclusion of a step-up provision, are implemented, there could be upward pressure on the outlook, or over the longer term, on the rating. Factors that Could Lead to a Downgrade In the event OVEC declines or is unable to implement long-term credit supportive modernizing changes to the ICPA, or to the extent there were to be further declines in credit quality of the sponsor group, there could be downward pressure on the ratings. An inability or unwillingness to fund the Board approved $44 million reserve as anticipated would also likely put downward pressure on the rating. Downgrades: -- Issuer: Ohio Valley Electric Corp Senior Unsecured Regular Bond/Debenture, Downgraded to Ba1 from Baa3 -- Issuer: Indiana Finance Authority Senior Unsecured Revenue Bonds, Downgraded to Ba1 from Baa3 -- Issuer: Ohio Air Quality Development Authority Senior Unsecured Revenue Bonds, Downgraded to Ba1 from Baa3 Outlook Actions: -- Issuer: Ohio Valley Electric Corp Outlook, Changed To Negative From Rating Under Review The principal methodology used in these ratings was US Municipal Joint Action Agencies published in October 2016. OVEC owns and operates two coal-fired generating power plants, Kyger Creek in Ohio and Clifty Creek in Indiana, that have a combined capacity of approximately 2,400 MW. OVEC is sponsored by nine investor-owned regulated electric utilities, two independent generating companies (subsidiaries of a utility holding company) and two affiliates of generation and transmission cooperatives (collectively, the Sponsors). The Sponsors purchase OVEC's power at wholesale, cost based, rates. The ownership structure is governed by a long-term Inter-Company Power Agreement (ICPA) expiring in 2040. OMNITATUS GROUP: Seeks to Hire Cummings Law Firm as Legal Counsel ----------------------------------------------------------------- Omnitatus Group, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of North Carolina to hire legal counsel. The Debtor proposes to hire The Cummings Law Firm P.A. to give legal advice regarding its duties under the Bankruptcy Code, and provide other legal services related to its Chapter 11 case. Attorneys at Cummings Law Firm charge an hourly rate of $350 while the firm's other employees charge an hourly rate of $90. Sandra Cummings, Esq., at Cummings Law Firm, disclosed in a court filing that she has no monetary or personal interest in the Debtor. The firm can be reached through: Sandra U. Cummings, Esq. The Cummings Law Firm P.A. 1230 W. Morehead Street, Suite 404 Charlotte, NC 28208 Phone: (704) 376-2853 About Omnitatus Group Omnitatus Group, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D.N.C. Case No. 16-31984) on December 9, 2016. At the time of the filing, the Debtor estimated assets and liabilities of less than $1 million. PARAMOUNT RESOURCES: Moody's Withdraws B3 Corporate Family Rating ----------------------------------------------------------------- Moody's Investors Service has withdrawn all of Paramount Resources Ltd.'s ratings following the redemption of all 2019 senior unsecured notes on December 19, 2016. Outlook Actions: Issuer: Paramount Resources Ltd. - Outlook, Changed To No Outlook From Stable Withdrawals: Issuer: Paramount Resources Ltd. - Probability of Default Rating, Withdrawn, previously rated B3-PD - Speculative Grade Liquidity Rating, Withdrawn, previously rated SGL-1 - Corporate Family Rating, Withdrawn, previously rated B3 - Senior Unsecured Regular Bond/Debenture Dec 4, 2019, Withdrawn, previously rated Caa1(LGD4) RATINGS RATIONALE Paramount is a Calgary, Alberta-based exploration and production (E&P) company focused in the Montney formation in Alberta. PEABODY ENERGY: Files Plan of Reorganization, Disclosure Statement ------------------------------------------------------------------ Peabody Energy on Dec. 22, 2016, disclosed that it has filed its plan of reorganization and disclosure statement with the U.S. Bankruptcy Court for the Eastern District of Missouri, representing another key milestone in the company's Chapter 11 process. "[Thurs]day's proposed plan is an important achievement in our path toward emergence," said Peabody Energy President and Chief Executive Officer Glenn Kellow. "The plan charts Peabody's course forward and reflects an enormous amount of work by the company and multiple creditor groups to advance a proposal that has broad consensus, maximizes the value of the enterprise and paves the way for a sustainable future. We look forward to moving toward confirmation of the plan." The plan of reorganization and disclosure statement establish proposed recoveries for key stakeholders and outline other components of the company's future governance and ownership. The proposed plan provides for a new, sustainable capital structure that significantly reduces the pre-filing debt levels by more than $5 billion, lowers fixed charges and recapitalizes the company through a backstopped rights offering of $750 million, a private placement of mandatorily convertible preferred stock of $750 million and the issuance of new common stock to satisfy certain creditor claims. The plan also anticipates that Peabody will emerge with substantial liquidity to satisfy near and long-term needs. Following extensive negotiations, three key stakeholder groups – the First Lien Creditors, the Second Lien Group and the Unsecured Noteholder Group, reached agreement with the company on a framework that culminated in the plan of reorganization filed on Dec. 22. Peabody currently expects to have a hearing on the disclosure statement on Jan. 26, 2017. Following court approval, Peabody intends to send the plan and disclosure statement to creditors for approval. "Eight months ago, we set out on a path to strengthen the balance sheet and position the company for long-term success amid historically challenged coal industry fundamentals," said Mr. Kellow. "While we still have outstanding issues to resolve prior to emergence, this plan demonstrates that Peabody retains an unmatched asset base, leading U.S. platform, substantial Australian thermal and metallurgical coal business, and a team of skilled employees with a fundamental commitment to lasting values. We're pleased to reach this important step as we move to the next phase of Peabody's Chapter 11 process. And we appreciate all of our employees' actions in continuing to manage safe, low-cost operations and deliver the results that can best ensure our success." Given recent changes in the industry and company, Peabody also elected to provide updated projections for 2016 through 2021, incorporating changes to the company's industry views and financial performance/outlook as of October 2016, and will make these projections public. Revisions to the August 2016 business plan mostly impact early years based on changes in near-term pricing and currency, along with the planned sale of the Metropolitan Mine targeted for the first quarter of 2017, subject to clearance by the Australian Competition and Consumer Commission. In addition, Peabody is preparing updated financial statements to reflect the impact of actual performance, and these will be filed as a supplement ahead of the disclosure statement hearing. These filings follow the announcement last week that the company repaid its debtor-in-possession financing facility. The company notes that it is possible that changes will continue to be made to the plan of reorganization and disclosure statement prior to final creditor and court approval. Peabody is targeting emergence around the beginning of the second quarter of 2017. As part of the plan of reorganization, the company anticipates emerging as a public company. As frequently occurs in Chapter 11 processes, the plan provides that current Peabody Energy equity securities will be cancelled and extinguished upon the effective date of a confirmed plan of reorganization by the bankruptcy court, and holders would not receive any value for such equity interests. The plan also provides for a nine-member board of directors. The board will be comprised of the CEO, a director chosen by Peabody, appointments from three large creditor groups, and four directors chosen by a search process. Directors from the existing Peabody board will be considered as part of the search process. The disclosure statement is subject to approval by the court, and the plan is subject to confirmation by the court. This press release is not intended as solicitation for a vote on the plan. The full terms of the plan of reorganization and disclosure statement, as well as the related motions, are available online at http://www.kccllc.net/Peabody 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: US Trustee to Name Consumer Privacy Ombudsman ----------------------------------------------------------------- BankruptcyData.com reported that the U.S. Bankruptcy Court issued an order directing the U.S. Trustee assigned to the Performance Sports Group case to appoint a consumer privacy ombudsman (CBO). The order states, "Upon review of the certification of counsel regarding order directing the U.S. Trustee to appoint a consumer privacy ombudsman; and it appearing to the Court that the Debtors are pursuing a sale transaction that may involve a transfer of personally identifiable information . . . and upon consent of the Debtors, it is hereby Ordered that: The U.S. Trustee is directed to appoint one disinterested person (other than the U.S. Trustee) to serve as the consumer privacy ombudsman in these chapter 11 cases . . . the consumer privacy ombudsman shall comply with section 332 of the Bankruptcy Code at all times and file any report with the Court prior to the joint hearing to consider approval of the sale of all, substantially all, of the Debtors' assets on February 6, 2017." 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. PICKETT BROTHERS: DLL To Be Paid $12,962 Over 6 Years at 5.25% -------------------------------------------------------------- Pickett Brothers Partnership filed with the U.S. Bankruptcy Court for the Western District of Louisiana a first amended disclosure statement with respect to the Debtor's Chapter 11 plan. Under the plan, the Debtor will surrender all of CNH Capital's collateral, except for a Case IH auto guidance system, Case IH 8-row corn header 3408, Macdon header and trailer, Wilrich 1400 bed leveler, Bingham Bros. 27-foot chisel plow, and Namco LG40 blade. The notes on these pieces of equipment will be assumed and the equipment purchased by Thomas Pickett for their fair market value. Thomas Pickett will also assume the notes to DLL Finance and purchase that equipment. Class 1 consists of the secured claims of CNH Industrial Capital America, LLC. This claim will be treated as secured in the amount of $111,030, the value of the collateral. This secured claim will be amortized over 6 years with interest at the rate of 5.25% per annum with payments in the amount of $22,050 per year. Class 1 is impaired by the plan. Class 2 consists of the secured claim of DLL Finance, LLC. DLL Finance has four secured claims against the Debtor in the approximate amount of $65,272. This claim is secured by first mortgages on the Debtor's Case Farmall 55A tractor, Hurricane ditcher, Woods batwing cutter, and Nammco 20-foot scraper. Thomas Picket will retain this equipment and use it in his farming operation. This claim will be treated as fully secured. Thomas Picket will pay DLL Finance annual payments in the amount of $12,962, which is an amount sufficient to amortize this claim over 6 years at 5.25% interest. This class is impaired by the plan. Class 3 consists of general unsecured claims. All allowed unsecured claims will be paid a pro rata portion of the net proceeds from the sale of the Debtor's equipment that is free and clear of liens. This class is impaired by the plan. As of the Effective Date, the Debtor's property will be revested in the Debtor free and clear of any claims, liens, mortgages, ownership interests, or any other encumbrances, other than those mortgages that shall continue as specified in the plan. A full-text copy of the Amended Disclosure Statement is available at: http://bankrupt.com/misc/lawb16-50638-80.pdf Headquartered in Washington, Louisiana, Pickett Brothers Partnership filed for Chapter 11 bankruptcy protection (Bankr. W.D. La. Case No. 16-50638) on May 9, 2016, estimating its assets and liabilities at between $1 million and $10 million each. The petition was signed by Thomas A. Pickett, partner. Judge Robert Summerhays presides over the case. Thomas E. St. Germain, Esq., at Weinstein & St. Germain serves as the Debtor's bankruptcy counsel. PRESIDENTIAL REALTY: Inks Contribution Pact with First Capital -------------------------------------------------------------- Presidential Realty Corporation and its newly formed operating partnership, Presidential Realty Operating Partnership LP, entered into an interest contribution agreement with First Capital Real Estate Trust Incorporated, First Capital Real Estate Operating Partnership, Township Nine Owner, LLC, Capital Station Holdings, LLC, Capital Station Member, LLC, Capital Station 65 LLC and Avalon Jubilee LLC. The Agreement provides that the FC OP will contribute to the Presidential OP (i) 66% of its 92% ownership interests in Township Nine Owner LLC, which indirectly owns the fee simple interest in 23 parcels of land located in Sacramento, California and (ii) all of its 31.3% interest in Avalon Jubilee LLC, the owner of real property consisting of 251, non-contiguous single-family, residential lots and a 10,000 square foot clubhouse, within the Jubilee at Los Lunas subdivision, in exchange for 37,281,000 convertible units of Presidential OP. The 37,281,000 OP Units will be convertible into a like number of shares of the Company's Class B Common Stock. The purchase price for the properties is $37,281,000 based upon a valuation of $1.00 per OP Unit. At the closing of the T9 Properties, Presidential and Presidential OP will assume 66% of the liabilities with respect to an existing loan secured by a deed of trust on the T9 Properties, among other things (and/or any replacement financing thereof). The Agreement contemplates that after the transaction is consummated, Presidential will become internally managed and led by Joaquin de Monet, the founder of Palisades Capital Realty Advisors. Initially, Palisades Capital will be retained as a consultant pursuant to an agreement to be entered into between Palisades and the Company. On or before the closing for the Avalon Property, the parties and Signature Group Advisors, LLC, a company owned by the BBJ Irrevocable Family Trust, holder of shares of the Company's Class A and Class B common shares, will enter into an agreement (i) for the issuance of 1,000,000 Class B shares to Signature in consideration for sourcing, negotiating and documenting the transactions and (ii) subject to the Closing for the T9 Property, 2,000,000 Class B shares to signature as a consulting fee for services to be performed over a period of four years as directed by the Company. The Transaction Fee will be payable by the Company and earned upon execution of the Agreement. The Consulting Fee is to be paid over a four year period in equal installments. On for before the closing for the Avalon Property, the Company is to enter into documentation for the cancellation of certain stock options and warrants held by Alexander Ludwig, a director and President of the Company, in consideration for the issuance of 1,000,000 Class B shares to Mr. Ludwig and for the payment of past due and current director's fees due non-management directors and one former non-management director, in consideration for the issuance of an aggregate of 500,000 Class B shares. About Presidential Realty Headquartered in White Plains, New York, Presidential Realty Corporation, a real estate investment trust, (i) owns income-producing real estate and (ii) holds notes and mortgages secured by real estate or interests in real estate. On Jan. 20, 2011, Presidential stockholders approved a plan of liquidation, which provides for the sale of all of the Company's assets over time and the distribution of the net proceeds of sale to the stockholders after satisfaction of liabilities. Presidential Realty reported a net loss of $495,400 on $932,000 of total revenues for the year ended Dec. 31, 2015, compared to a net loss of $941,050 on $871,499 of total revenues for the year ended Dec. 31, 2014. As of Sept. 30, 2016, Presidential Realty had $975,200 in total assets, $2.50 million in total liabilities and a total stockholders' deficit of $1.53 million. Baker Tilly Virchow Krause, LLP, in Melville, New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has suffered recurring losses from operations and has a working capital deficiency. These factors raise substantial doubt about its ability to continue as a going concern. PROGRESSIVE ACUTE: U.S. Trustee Adds 2 Members to Creditors' Panel ------------------------------------------------------------------ Henry Hobbs, Jr., acting U.S. Trustee for Region 5, on Dec. 20, 2016, has added Dawn Yarnall and Ryan Domengeaux into the official committee of unsecured creditors of Progressive Acute Care, LLC. As reported by the Troubled Company Reporter on June 24, 2016, the Acting U.S. Trustee on June 21 appointed three creditors to serve on the Committee. The committee members now include: (1) Christopher Lehmann Cardinal Health 7000 Cardinal Place Dublin, OH 43017 Phone: 614.757.8797 E-mail: Christopher.Lehmann@cardinalhealth.com (2) Lifeshare Blood Centers Norbert Crafts 8910 Linwood Ave. Shreveport, LA 71106 (3) Omega Diagnostics Troy D. Raburn 2915 Missouri Ave Shreveport, LA 71109 (4) Dawn Yarnall Louisiana Healthcare Quality Forum 8550 United Plaza Boulevard, Suite 500 Baton Rouge, LA 70809 (5) Ryan Domengeaux The Schumacher Group of Louisiana, et al. 200 Corporate Boulevard Lafayette, Louisiana 70508 Mr. Lehmann will serve as the chairman of the committee, according to a court filing. 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 Progressive Acute Care Progressive Acute Care, LLC, Progressive Acute Care Avoyelles, LLC, Progressive Acute Care Oakdale, LLC, and Progressive Acute Care Winn, LLC filed Chapter 11 petitions (Bankr. W.D. La. Case Nos. 16-50740, 16-80584, 16-50742, and 16-50743, respectively) on May 31, 2016. The petitions were signed by Daniel Rissing, CEO. The Debtors are represented by Barbara B. Parsons, Esq., Catherine Noel Steffes, Esq., William E. Steffes, Esq., at Steffes, Vingiello & McKenzie, LLC. The case is assigned to Judge Robert Summerhays. The Debtors retained Solic Capital Advisors, LLC, as their Financial Advisor. The Debtors estimated assets and debts at $10 million to $50 million at the time of the filing. PURADYN FILTER: Kellogg Brown Begins Use of Filtration Systems -------------------------------------------------------------- Puradyn Filter Technologies Incorporated said it has recently shipped an order of puraDYN bypass oil filtration systems totaling approximately $50,000 to Kuwait City to Kellogg Brown & Root Services, Inc., a global engineering, procurement, and construction company based in the United States. The initial order placed by this customer follows a rigorous qualification process that included extensive testing in harsh desert environments on material handling equipment and generator sets. James Ray, a KBR Regional Contract Manager, said, "Our focus is maintaining equipment for our customers and keeping their equipment in top running condition. The equipment we take care of operates in extremely harsh environments, and we constantly look for ways beyond traditional maintenance practices to better-protect our client's equipment. Over the years, engine oil bypass filtration has become a more acceptable practice for these harsh environments. We were aware of Puradyn and, based on its reputation, chose the Puradyn bypass oil filtration system, and after about a year or so of testing, were impressed with its performance and ability in keeping engine oil in "like new" condition. Our company is gearing up to service generator sets and material handling equipment in a number of foreign countries and we expect to install the Puradyn product on any appropriate equipment. If Puradyn can perform under these extreme desert conditions, it can perform anywhere." Puradyn systems remove solid contaminants from engine oil down to less than one micron while also replacing base additives to maintain oil performance. KBR is currently using Puradyn's latest filtration offering, the Millennium Technology System (MTS) with its patented Polydry technology for liquid contaminant and water removal from engine oil. Model sizes range from the small MTS-8 to mid-sized MTS-40 systems. Puradyn President and Chief Operating Officer, Kevin G. Kroger, said, "Puradyn systems time and again demonstrate superior performance and reliability in tough environments. This initial order is further evidence that Puradyn continues to expand our base of global customers, and we are proud to be associated with such an outstanding company. The Kuwait City location operates its own oil analysis and lab facility and, based on the successful results achieved here, should provide KBR the information needed to expand use of the Puradyn system to other locations established in the Middle East. "In many instances, cost reductions in new oil purchase alone represent significant, direct savings, but the indirect savings are also compelling to any company looking to streamline equipment downtime, storage and hauling of oil to remote locations, and reduced component repairs. By removing contaminant and maintaining continuously clean oil, end users see a notable reduction in engine and equipment repair costs." Kroger concluded, "We look forward to a long and beneficial relationship with KBR." About Puradyn Filter Boynton Beach, Fla.-based Puradyn Filter Technologies Incorporated (OTC BB: PFTI) designs, manufactures and markets the puraDYN's Oil Filtration System. Puradyn reported a net loss of $1.44 million on $1.97 million of net sales for the year ended Dec. 31, 2015, compared to a net loss of $1.15 million on $3.11 million of net sales for the year ended Dec. 31, 2014. As of Sept. 30, 2016, Puradyn Filter had $1.57 million in total assets, $15.10 million in total liabilities and a total stockholders' deficit of $13.52 million. Liggett & Webb, P.A., in Boynton Beach, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has experienced net losses since inception and negative cash flows from operations and has relied on loans from related parties to fund its operations. These factors raise substantial doubt about the Company's ability to continue as a going concern, the auditors said. REPUBLIC AIRWAYS: 45% Cash or 41-48% Common Stock for Unsecureds ---------------------------------------------------------------- Republic Airways Holdings Inc. and affiliates filed with the U.S. Bankruptcy Court for the Southern District of New York a disclosure statement for their second amended joint plan of reorganization, dated Dec. 19, 2016. Subject to the specific provisions in the plan, priority claims will be paid in full, secured claims will be unimpaired, and holders of allowed general unsecured claims against the Consolidated Debtors, will, on account of and in full satisfaction of their claims receive either: (i) cash in an amount equal to 45% of the Allowed amount of its claims, up to a maximum distribution of $225,000, or (ii) New Common Stock distribution of 41-48% to be issued by the corporate parent - Reorganized RAH. Holders of general unsecured claims against the Liquidating Debtors, if any, and holders of equity interests in RAH, will receive no distribution. Republic Airline and Shuttle will merge and operate under Republic Airline's air carrier certificate, to the extent that such merger and consolidation has not already occurred. The Debtors believe that they will have sufficient cash resources to make the payments required pursuant to the plan, repay and service debt obligations, and maintain operations on a going-forward basis. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/nysb16-10429-1312.pdf About Republic Airways Based in Indianapolis, Indiana, Republic Airways Holdings Inc., (OTCMKTS:RJETQ) owns Republic Airline and Shuttle America Corporation. Republic Airline and Shuttle America -- http://www.rjet.com/ --offer approximately 1,000 flights daily to 105 cities in 38 states, Canada, the Caribbean and the Bahamas through Republic's fixed-fee codeshare agreements under our major airline partner brands of American Eagle, Delta Connection and United Express. The airlines currently employ about 6,000 Aviation professionals. Republic Airways Holdings Inc. and six affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 16-10429) on Feb. 25, 2016. The petitions were signed by Joseph P. Allman as senior vice president and chief financial officer. Judge Sean H. Lane has been assigned the cases. As of Jan. 31, 2016, on a consolidated basis, Republic had assets and liabilities of $3,561,000,000 and $2,971,000,000 (unaudited), respectively. Zirinsky Law Partners PLLC and Hughes Hubbard & Reed LLP are serving as Republic's legal advisors in the restructuring. Seabury Group LLC is serving as financial advisor. Deloitte & Touche LLP is the independent auditor. Prime Clerk is the claims and noticing agent. The U.S. Trustee for Region 2 appointed seven creditors of Republic Airways Holdings Inc. to serve on the official committee of unsecured creditors. The Committee retained Morrison & Foerster LLP as attorneys and Imperial Capital, LLC, as investment banker and co-financial advisor. RESOLUTE ENERGY: Provides Production and Cost Guidance ------------------------------------------------------ Resolute Energy Corporation announced its 2017 capital budget and issued guidance as to anticipated production and costs for 2017. 2017 Plan highlights: * Annual production of 8.7 to 10.2 million barrels of oil equivalent ("MMBoe"), a year-over-year increase of more than 85 percent at the mid-point. * Anticipated capital budget of $210 to $240 million with 65 percent expected to be funded internally, balance expected to be funded by revolver borrowings. * A two rig drilling program in the Delaware Basin targeting 22 gross (20.8 net) wells; all mid and long length Wolfcamp laterals. * Year-end 2017 total debt to Adjusted EBITDA of approximately 3.2 times. * Continued improvement in per unit cost metrics for both operating expenses and overhead. Nicholas J. Sutton, Resolute's chairman and chief executive officer, commented, "Resolute's 2017 operating plan focuses on following our successful 2016 performance in the Delaware Basin with a two rig drilling program spudding 22 gross wells. We have had very strong cash margins and rapid paybacks in our 2016 horizontal Wolfcamp drilling program, driven by superior early-time well performance, and we are excited about adding a second rig to our efforts. The first rig is continuing to drill, and we expect the second rig to be in the field by mid-January. "We expect that the 2017 drilling program will be more than 65 percent funded internally, with the balance funded through borrowings under our revolving credit facility. The 2017 program will accomplish a number of important initiatives for the Company. We will further delineate our development inventory as we drill wells across our acreage block, conduct multiple spacing tests and complete wells in multiple landing zones in the Wolfcamp A as well as in the Wolfcamp B. The success of this program will help confirm the more than 300 Wolfcamp A and B development locations we believe exist in our Mustang and Appaloosa project areas. We expect that substantially all of our acreage will be held by production by the end of 2017. "We expect that 2016 production will be at the high end of our previously announced guidance range. Comparing anticipated 2017 production to the high end of 2016 guidance, we expect to see production growth of more than 85 percent, and the associated increase in cash flow and resulting organic delevering will allow us to substantially strengthen our balance sheet. Based upon our two rig drilling program and assuming commodity pricing outlined below, we anticipate our leverage ratio of total debt to trailing twelve month Adjusted EBITDA will improve to approximately 3.2 times by year end 2017. These higher levels of lower cost production will also have a significant positive impact on our cost metrics, and we expect that both lease operating expense and overhead measured per Boe of production will decline significantly through the year." Richard F. Betz, currently Resolute's executive vice president and chief operating officer and, effective Jan. 1, 2017, chief executive officer, added, "While we will remain intensely focused on delivering the same superior level of execution and cost control demonstrated in 2016, we will also look for opportunities to expand our positon in the core of the Delaware Basin through targeted acquisitions. With the market's recognition of the value being created by Resolute, as demonstrated by our recent stock price performance, we are now well positioned to take advantage of these opportunities. We have one of the best operating teams in the basin and believe that Resolute could deliver the same superior results over a significantly larger operating area." Operations Update At the time of the Company's release on November 7, the Company had reached TD and were waiting on completion of two mid-length laterals in eastern Mustang, the Uinta 0204H and the Boucher 2 #03H2. These wells are the Company's first test of 660' foot (80 acre) spacing in the upper Wolfcamp A. These wells have been completed sequentially and were opened up simultaneously to flow back on December 12. Also as of the Company's last release, the Company was drilling a mid-length lateral in Appaloosa, the Harrison State C20 1402H. The frac on that well was finished on December 14 and it will commence flowback in the next several days. The rig has returned to Mustang where it is drilling the second well in the Company's first stacked Wolfcamp A test. The Renegade L02H well was drilled to 7" casing point in November, and the Renegade U03H well is now drilling in the lateral section. When finished, the rig will return to the Renegade L02H to complete its lateral to capture the planned drilling efficiencies of this well pair. The wellbores are 330' apart laterally and have a vertical separation of approximately 175 feet. The Company expects to complete these wells sequentially beginning in mid to late January. With average working interests of 98 percent in these five wells, the Company expects that it will add meaningfully to its first quarter 2017 production. "As we launch the 2017 drilling program we plan to have one rig working continuously in Appaloosa and the second rig working continuously in Mustang through the year. Finally, consistent with our ongoing strategy of divesting non-core assets, we continue to work on the disposition of our remaining New Mexico assets and believe that the transaction will close in the first quarter of 2017." 2017 Capital Budget and Production and Cost Guidance Capital spending: Resolute expects to incur capital expenditures of $210 to $240 million in 2017. At the midpoint of that range, 84 percent of capital spending will be focused on Permian Basin development and nine percent will be focused on maintenance spending and development tests in Aneth Field. The remaining capital budget will fund corporate level expenditures, including land and certain capitalized expense items. The primary driver of Permian Basin capital spending is the expansion of the Company's drilling program from one rig to two rigs. The 2017 Plan assumes that the Company will drill eighteen Wolfcamp A laterals and four Wolfcamp B laterals. The Company plans to drill thirteen mid-length lateral Wolfcamp wells in Mustang (ten Wolfcamp A and three Wolfcamp B), and nine long lateral Wolfcamp wells in Appaloosa (eight Wolfcamp A and one Wolfcamp B). The plan anticipates $170 million in net drilling, completion, well facility and artificial lift costs. The 2017 average AFE cost for a long lateral in Appaloosa and a mid-length lateral in Mustang are $9.3 million and $7.9 million, respectively. Average working interests in Appaloosa and Mustang are 98 percent and 92 percent, respectively. In order to support production from the proposed drilling program, the Company will make certain infrastructure investments. The 2017 Plan includes $7 million for field level facilities and $7 million for electrical infrastructure costs. As a result of the Company's 2016 sale of midstream assets, earn-out payments are paid to Resolute by Caprock as new wells come on line in Reeves County. The Company projects to receive approximately $19 million of earn-out payments in 2017, partially offsetting capital expenditures. The capital expenditures forecast in this press release have not been reduced by these expected payments. Capital expenditures in Aneth Field will total approximately $18 million, of which $12 million will be dedicated to maintenance spending, including CO2 purchases of approximately 28 MMcf per day. The balance of $6 million will be allocated to de-risking certain development opportunities in the field. Resolute will evaluate its capital expenditures in relation to its liquidity and cash flow and may adjust its activity and capital spending levels based on acquisitions, changes in commodity prices, the cost of goods and services, production results and other considerations. Production: 2017 Plan production is anticipated to be between 24,000 and 28,000 Boe per day. At the mid-point, production would be up more than 85 percent from expected aggregate 2016 production. The 2017 exit rate is anticipated to be more than 30,000 Boe per day, with more than 24,000 Boe per day coming from Permian Basin. On a revenue-weighted basis, approximately 90 percent of Resolute's production is expected to come from sales of oil and natural gas liquids, while on a volume-weighted basis approximately 82 percent is expected to be attributed to oil and NGL. Lease operating expense: Total lease operating expense for 2017 is expected to be between $90 and $105 million. At the mid-point, this results in an approximately 51 percent increase in LOE compared to 2016 expenditures reflecting a larger number of wells on line and substantially higher production volumes. However, on a per-unit basis mid-point lease operating expense is expected to be $10.32 per Boe in 2017 compared to $12.59 in 2016 as the Company adds production from wells drilled in its two rig drilling program in Reeves County. General and administrative expense: Resolute anticipates that on a per-unit basis net general and administrative expense, at the midpoint of guidance, will be $2.86 per Boe in 2017 compared to $5.35 in 2016. Total annual net general and administrative expense for 2017 will be between $25 and $29 million, net of COPAS reimbursements, capitalized items, and expenses associated with the Company's long-term incentive compensation plan. Actual cash general and administrative expenditures are expected to be between $31 and $36 million, including $6 to $7 million of capitalized costs. Financial positioning: the Company expects to refinance its revolving credit facility during the first quarter of 2017, and believe that the borrowing capacity of its asset base is more than sufficient to enable the Company to fund its 2017 capital program. Assuming a 2017 average NYMEX oil price of $55.00 per barrel, an average Henry Hub gas price of $3.25 per MMBtu and based on the drilling program outlined above, the Company expects Adjusted EBITDA to increase materially. As a result of that growth, the Company's year-end 2017 debt to Adjusted EBITDA ratio is expected to be approximately 3.2 times. Hedging: As of December 2016 approximately 6,300 barrels per day of oil is hedged in 2017. Of this total, approximately 1,500 barrels per day are covered by swaps with an average strike price of $51.10 per barrel, 3,700 barrels per day are covered by two-way collars with a weighted average floor price of $46.80 and a weighted average ceiling price of $57.63 per barrel, and 1,100 barrels per day are covered by a three-way collar with a short put price of $40.00, a floor price of $50.00, and a ceiling price of $60.10 per barrel. Approximately 11,600 MMBtu of gas production is hedged in 2017. Of this total, approximately 2,000 MMBtu per day are covered by swaps with an average strike of $2.81 per MMBtu, 8,100 MMBtu per day are covered by two-way collars with a weighted average floor price of $2.57 and a weighted average ceiling price of $3.43 per MMBtu, and 1,500 MMBtu per day are covered by three-way collars with a weighted average short put price of $2.69, a weighted average floor price of $3.19 and a weighted average ceiling price of $3.75 per MMBtu. Approximately 300 barrels a day of NGL are subject to swaps with a weighted average strike price of $19.53 per barrel. A full-text copy of the press release is available for free at: https://is.gd/HYsy1v About Resolute Energy Corporation Resolute Energy Corp. -- http://www.resoluteenergy.com/-- is an independent oil and gas company focused on the acquisition, exploration, exploitation and development of oil and gas properties, with a particular emphasis on liquids focused, long-lived onshore U.S. opportunities. Resolute's properties are located in the Paradox Basin in Utah and the Permian Basin in Texas and New Mexico. Resolute reported a net loss of $742 million in 2015, a net loss of $21.9 million in 2014, and a net loss of $114 million in 2013. As of Sept. 30, 2016, Resolute Energy had $294.9 million in total assets, $634 million in total liabilities, and a total stockholders' deficit of $339.1 million. * * * As reported by the TCR on Sept. 26, 2016, Moody's Investors Service, upgraded Resolute Energy's Corporate Family Rating (CFR) to 'Caa2' from 'Caa3', the Probability of Default Rating to Caa2-PD from Caa3-PD and its senior unsecured notes rating to 'Caa3' from 'Ca'. The Speculative Grade Liquidity rating was affirmed at SGL-3. The rating outlook was changed to positive from stable. "The upgrade to Caa2 reflects Resolute's improved production and drilling economics, which provide good visibility to continued growth in a mid $40s oil price environment without increasing debt. While leverage remains high, we expect moderation in the company's reserve- and production-based debt metrics from significant production growth at very competitive drillbit costs," noted John Thieroff, Moody's VP-senior analyst. ROLLOFFS HAWAII: Sale of All Assets to WOA for $5.5M Approved ------------------------------------------------------------- Judge Robert J. Faris of the U.S. Bankruptcy Court for the District of Hawaii authorized Rolloffs Hawaii, LLC's overbidding procedures in connection with the sale of substantially all assets to West Oahu Aggregate Co., Inc., for $5,000,000, subject to overbid. A hearing on the Motion was held on Dec. 14, 2016 at 10:30 a.m. The sale is free and clear of all liens and encumbrances. The terms and conditions regarding overbidding are: a. Any Overbidder (other than the WOA or Purchaser) that is interested in purchasing the assets of the Estate and/or must submit to the Debtor an "Initial Overbid," at least 24 hours prior to the Sale Hearing b. Initial Overbid: At least $200,000 more than the purchase price offered by Purchaser in the Purchase Agreement. c. Credit Bid: ASB may submit a credit bid to be offset against its secured indebtedness owed by the Debtor. d. Overbid Deposit: At least 10% of the Overbid purchase price. e. Incremental Overbids: Incremental Overbids must be at least $30,000 over the previous overbid. f. If no timely, conforming Initial Overbid is submitted, the Debtor will request at the Sale Hearing that the Court approve the proposed sale to Purchaser, WOA, pursuant to the terms and conditions set forth in the Purchase Agreement and Motion thereon. g. In the event that the Debtor timely receives a conforming Initial Overbid ("Qualified Overbid"), then WOA will have the right to increase its proposed purchase price by no less than the Initial Overbid, plus the Incremental Bid Amount at the Sale Hearing. The persons or entities submitting Qualified Overbids and Purchaser may then submit successive bids in increments of at least $30,000 greater than the prior bid at the Sale Hearing until there is only one offer that the Bankruptcy Court determines is the highest and best offer. h. All Overbidders will be deemed to have consented to the core jurisdiction of the Bankruptcy Court and to have waived any right to jury trial in connection with any disputes relating to the auction and/or the sale of the assets. The WOA and all qualified Overbidders will be bound by their Overbids until such time as a definitive purchase agreement is executed by the prevailing Overbidder and approved by the Bankruptcy Court at the Sale Hearing or later. If, for any reason, such prevailing Overbidder is unable or unwilling to execute a purchase agreement within 2 calendar days after delivery to the Overbidder or to perform its obligations thereunder, the Debtor, in the exercise of its business judgment, (i) may cash and retain any deposit as full and complete liquidated damages for default of its obligations; and (ii) may sell the assets to the Overbidder with the next highest Qualified Overbid at the auction, upon ex parte application to the Bankruptcy Court without further notice or a hearing, provided that such Overbidder submits a new deposit and otherwise is authorized, capable, and qualified to proceed with the sale. The Debtor has filed a motion with the Court to assume and assign the executory customer services contracts to the Successful Bidder. The Successful Bidder may designate which executory contracts or unexpired leases that the Successful Purchaser wants the Debtor to reject pursuant to Section 365 of the Bankruptcy Code. Any cure obligations will be paid from the purchase price. WOA as the stalking horse bidder will be entitled to a "break-up" fee of $100,000, if WOA's Stalking Horse bid of $5,000,000 is Overbid by at least $200,000 as the Initial Overbid. A copy of the Purchase Agreement attached to the Order is available for free at: http://bankrupt.com/misc/Rolloffs_Hawaii_43_Order.pdf About Rolloffs Hawaii Rolloffs Hawaii, LLC, owns and operates a refuse collection and trash disposal business in the State of Hawaii. Rolloffs Hawaii filed a chapter 11 petition (Bankr D. Hawaii Case No. 16-01294) on Dec. 9, 2016. The Debtor is represented by Jerrold K. Guben, Esq. and Jeffrey S. Flores, Esq., at O'Connor Playdon & Guben LLP. ROSETTA GENOMICS: Reports Third Quarter 2016 Financial Results -------------------------------------------------------------- Rosetta Genomics Ltd. reported a net loss of $3.96 million on $2.20 million of revenues for the three months ended Sept. 30, 2016, compared to a net loss of $3.93 million on $2.43 million of revenues for the three months ended Sept. 30, 2015. For the nine months ended Sept. 30, 2016, the Company reported a net loss of $11.39 million on $7.21 million of revenues compared to a net loss of $10.62 million on $4.70 million of revenues for the nine months ended Sept. 30, 2015. As of Sept. 30, 2016, Rosetta had $12.62 million in total assets, $3.70 million in total liabilities and $8.92 million in total shareholders' equity. "Throughout 2016 we have been focused on the successful commercial launch of our Reveal assay for the classification of indeterminate thyroid nodules and we have made significant progress advancing this important product offering. We were pleased that two peer-reviewed journal articles supporting the clinical and analytical validation of Reveal were published in prestigious journals, which considerably enhances our sales and marketing efforts. In addition, we presented data from a study confirming that Reveal produces the same high-level performance on ThinPrep prepared slides as it does on a direct smear from a thyroid Fine Needle Aspirate (FNA) biopsy. This opens our market to pathologists who prefer to use ThinPrep slides and we have since seen an uptick in demand," stated Kenneth A. Berlin, president and chief executive officer of Rosetta Genomics. "We remain committed to advancing our strategy to use Reveal to access new accounts to promote our exceptional thyroid offering as well as our urologic cancer and solid tumor product lines. We believe that opening new relationships with Reveal will allow us to bring our solid tumor and urologic oncology offerings to many of these new accounts, thus further accelerating revenue growth. "In addition to focusing on our suite of marketed diagnostic assays, we made significant progress on a number of important corporate initiatives that further strengthen Rosetta Genomics. We entered into a research collaboration to identify a microRNA-based biomarker to predict treatment response to Opdivo, fortified our microRNA intellectual property portfolio with two new patent allowances and strengthened our balance sheet by closing financing transactions with expected net proceeds of $4.6 million. "As we enter 2017, Rosetta Genomics is well-positioned for success and we look forward to achieving a series of value-creating milestones," concluded Mr. Berlin. As of Sept. 30, 2016, Rosetta Genomics had cash, cash equivalents, restricted cash and short-term bank deposits of $6.1 million, compared with $13.6 million as of Dec. 31, 2015. The Company used approximately $9.1 million in cash to fund operations during the first nine months of 2016, and collected approximately $6.9 million in cash from its clinical testing services as well as $1.6 million from a licensing deal signed in December 2015. Following the close of the quarter, Rosetta Genomics closed concurrent registered direct and private placement offerings with one institutional healthcare investor for expected net proceeds of approximately $4.6 million. Rosetta Genomics believes that its current cash, together with its existing operating plan, which includes cost-reduction plan should it be unable to raise additional capital, should provide sufficient liquidity resources for the Company and its subsidiaries through the third quarter of 2017. A full-text copy of the press release is available for free at: https://is.gd/fiqCxJ About Rosetta Genomics Based in Rehovot, Israel, Rosetta Genomics Ltd. is seeking to develop and commercialize new diagnostic tests based on a recently discovered group of genes known as microRNAs. MicroRNAs are naturally expressed, or produced, using instructions encoded in DNA and are believed to play an important role in normal function and in various pathologies. The Company has established a CLIA- certified laboratory in Philadelphia, which enables the Company to develop, validate and commercialize its own diagnostic tests applying its microRNA technology. Rosetta Genomics reported a loss from continuing operations of US$17.34 million on US$8.26 million of total revenues for the year ended Dec. 31, 2015, compared to a loss from continuing operations of US$14.52 million on US$1.32 million of total revenues for the year ended Dec. 31, 2014. RUBICON MINERALS: Completes Restructuring Transaction Under CCAA ---------------------------------------------------------------- Rubicon Minerals Corporation on Dec. 21, 2016, disclosed that it has successfully implemented its refinancing and restructuring transaction (the "Restructuring Transaction") pursuant to a plan of compromise and arrangement (the "Plan") under the Companies' Creditors Arrangement Act (Canada)("CCAA"). "I would like to thank the Rubicon team and our advisors for their efforts in the successful implementation of the Restructuring Transaction," stated George Ogilvie, P.Eng., the new President and Chief Executive Officer of the Company. "My vision is to systematically explore the F2 Gold Deposit over the next 18 to 24 months to gain a better understanding of the geology and potentially grow the mineral resources. We have strengthened the Board and management team to provide a fresh perspective on the Company and its assets. We have a strong balance sheet that will allow us to restart activities at the Phoenix Gold Project. We continue to believe in the exploration potential of the Phoenix Gold Project and the land packages in Red Lake, Nevada and Utah." Implementation of the Restructuring Transaction resulted in: -- The appointment of George Ogilvie, P.Eng., as President and Chief Executive Officer of the Company and the addition of Michael Willett, P.Eng., as Director of Projects; -- The appointments of Peter R. Jones, P.Eng., Dr. David A.S. Palmer, Ph.D., P.Geo., and Mr. Ogilvie to the Rubicon Board of Directors; -- The receipt of C$45,007,200 (gross amount, before fees) from the equity offering for 62.79% of the equity (or 33,840,000 common shares) of the Company, including Mr. Ogilvie's investment of C$500,000 (or approximately 0.70% of the equity) in the Company; -- The reduction in the amounts outstanding under the loan facility (the "CPPIB Credit Loan Facility") with CPPIB Credit Investments Inc. ("CPPIB Credit") to C$12.0 million (from approximately C$68.4 million), the extension of the maturity date to December 31, 2020, and interest payments with an effective annual interest rate of 5.0% paid-in-kind by the Company on maturity. The CPPIB Credit Loan Facility can be voluntarily prepaid at any time without premium or penalty and certain covenants and event of default provisions have been amended; -- In exchange for the reduction of the amounts outstanding under the CPPIB Credit Loan Facility, the receipt by CPPIB Credit of 26.97% of equity (or 14,536,341 common shares) in the Company and a cash payment of C$20.0 million; -- The private sale of 4,536,341 Rubicon common shares by CPPIB Credit to BMO Capital Markets, at a price of C$1.33 per common share for gross proceeds of C$6,033,333.53 to CPPIB Credit, completed immediately following the completion of the Restructuring Transaction. Following the sale to BMO Capital Markets, CPPIB Credit will hold 10,000,000 Rubicon common shares (or 18.56% of equity) in the Company; -- Common shares held by existing shareholders (prior to the Restructuring Transaction) were consolidated based on a ratio of approximately 162.1 pre-consolidation Rubicon common shares to one post-consolidation common share. In aggregate, existing shareholders have retained approximately 4.65% of the equity (or 2,506,265 common shares) in the Company; -- The consolidation of the outstanding common shares and issuance of new common shares of the Company resulting in 53,890,125 common shares outstanding; -- The exchange of the Gold Stream Facility with Royal Gold for: -- 5.58% equity interest (or 3,007,519 common shares) in the Company; -- 1.0% Net Smelter Royalty ("NSR") on all of the Company's land holdings in Ontario, including the Phoenix Gold Project, subject to a maximum 4.0% NSR on any one property; -- 2.5% NSR on the Company's Nevada/Utah properties, subject to a maximum 5.0% NSR on any one property; and -- an assignment of Rubicon's rights to acquire any portion of an existing NSR that is subject to a buyback provision and a right of first refusal in respect of any royalty, stream, participating interest in production or amount of gold or other minerals based on production, that the Company wishes to offer for sale in relation to the Company's current properties. -- 5.58% equity interest (or 3,007,519 common shares) in the Company; -- 1.0% Net Smelter Royalty ("NSR") on all of the Company's land holdings in Ontario, including the Phoenix Gold Project, subject to a maximum 4.0% NSR on any one property; -- 2.5% NSR on the Company's Nevada/Utah properties, subject to a maximum 5.0% NSR on any one property; and -- Unsecured creditors with valid claims under the Plan received at their option either (i) the lesser of the amount owed to such creditor or C$5,000, or (ii) 2.5% of the amount owed to such creditor, subject to certain restrictions; and -- Additional adjustments to the Company's assets and liabilities (compared to September 30, 2016) as a result of the implementation of the Restructuring Transaction: -- A cash balance on closing of approximately C$27 million (including C$3 million of restricted cash that the Company expects to return to cash in 2017), compared to a cash balance of $6.8 million on September 30, 2016; -- Disposal of approximately C$6 million in property, plant, and equipment (Property, Plant, and Equipment balance of $31.7 million on September 30, 2016) and a reduction of C$5 million in finance lease obligations (finance lease obligation balance of $9.8 million on September 30, 2016) primarily as it relates to leased equipment at the Phoenix Gold Project. The Company eliminated certain finance lease obligations, and corresponding assets, as part of the Restructuring Transaction; -- Compromise of approximately C$7.7 million in long-term liabilities related to agreements to secure long-term power for the Phoenix Gold Project. The Company eliminated its provision for power agreements as part of the Restructuring Transaction; -- Elimination of approximately C$98.1 million in liabilities related to the Gold Stream Facility; and -- The reduction in the CPPIB Credit Loan Facility to C$12.0 million due on December 31, 2020 (from approximately C$68.4 million on September 30, 2016). Summary of Rubicon Common Share Ownership Rubicon Common Share Ownership % Offering participants1 33,840,000 62.79% CPPIB Credit 10,000,000 18.56% BMO Capital Markets private purchase 4,536,341 8.42% RG Gold AG (Royal Gold) 3,007,519 5.58% Existing Rubicon shareholders 2,506,265 4.65% Total common shares outstanding: 53,890,125 100.00% 1 George Ogilvie has invested C$500,000 (or approximately 0.70% of the equity ownership) in Rubicon Resumption of Trading The Company has been notified by the TSX that its common shares will remain listed on the TSX under the ticker symbol RMX, and under a new CUSIP #780911509 and ISIN #CA7809115099. Trading of Rubicon common shares is expected to resume on the morning of Thursday, December 22, 2016 at market opening. Management Changes With the completion of the Restructuring Transaction and as Rubicon commences its exploration activities on a more streamlined basis, Glenn Kumoi, LL.B., Vice President, General Counsel and Corporate Secretary, has decided to step down from his role and will continue to provide advice to the Company as a consultant on a part-time basis. Howard Bird, P.Geo., Vice President, Exploration, has left Rubicon to pursue other opportunities. Julian Kemp, BBA, CA, C.Dir., remains on the Board of Directors as its Chair. Mr. Ogilvie commented, "We would like to thank Glenn for his contribution over the past 7 years and his leadership of the legal team on the completion of a complex Restructuring Transaction. He will be missed as an officer of the Company. We would like to thank both Glenn and Howard for their efforts during an exhaustive strategic review process that has led to a successful outcome, putting the Company on a better path forward. We wish them success on their future endeavours." Headquartered in Toronto, Canada, Rubicon Minerals Corporation (TSX:RMX) -- http://www.rubiconminerals.com/-- is an exploration-stage company. The Company owns the Phoenix gold project, located in the Red Lake gold district in northwestern Ontario, Canada. The Company's segment is the mining business in North America. It also controls over 100 square miles of exploration ground in the Red Lake gold district and approximately 350 square miles of mineral property interests in the Long Canyon gold district that straddles the Nevada-Utah border in the United States. RUE21 INC: Bank Debt Trades at 61.58% Off ----------------------------------------- Participations in a syndicated loan under rue21 Inc. is a borrower traded in the secondary market at 38.42 cents-on-the-dollar during the week ended Friday, December 16, 2016, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 0.72 percentage points from the previous week. Rue21 Inc. pays 475 basis points above LIBOR to borrow under the $544 million facility. The bank loan matures on Sept. 30, 2020 and Moody's B3 rating and Standard & Poor's CCC rating. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended December 16. RXI PHARMACEUTICALS: Hal Mintz Reports 6.67% Stake as of Dec. 16 ---------------------------------------------------------------- In a Schedule 13G filed with the Securities and Exchange Commission, these reporting persons disclosed beneficial ownership of common shares of RXi Pharmaceuticals Corporation as of Dec. 16, 2016: Shares Percentage Beneficially of Name Owned Shares ------ ------------ ---------- Sabby Healthcare Master Fund, Ltd. 436,668 5% Sabby Volatility Warrant 145,555 1.67% Master Fund, Ltd. Sabby Management, LLC 582,223 6.67% Hal Mintz 582,223 6.67% A full-text copy of the regulatory filing is available at: https://is.gd/LrzHPf About RXi RXi Pharmaceuticals Corporation, a biotechnology company, focuses on discovering and developing therapies primarily in the areas of dermatology and ophthalmology. The company develops therapies based on siRNA technology and immunotherapy agents. Its clinical development programs include RXI-109, a self-delivering RNAi compound, which is in Phase IIa clinical trial that is used to prevent or reduce dermal scarring following surgery or trauma, as well as for the management of hypertrophic scars and keloids; and Samcyprone, an immunomodulation agent, which is in Phase IIa clinical trial for the treatment of various disorders, such as alopecia areata, warts, and cutaneous metastases of melanoma. The company's preclinical program includes the development of products for ocular indications with RXI-109, including retinal and corneal scarring. Its discovery stage development programs include a dermatology franchise for the discovery of collagenase and tyrosinase targets for its RNAi platform; and ophthalmology franchise, a program for the discovery of sd-rxRNA compounds for oncology indications, including retinoblastoma. The company was incorporated in 2011 and is headquartered in Marlborough, Mass. RXi reported a net loss of $10.22 million in 2015 following a net loss of $8.80 million in 2014. As of Sept. 30, 2016, RXi Pharmaceuticals had $4.90 million in total assets, $1.86 million in total liabilities and $3.03 million in total stockholders' equity. "The Company has limited cash resources, has reported recurring losses from operations since inception and has not yet received revenues from sales of products. These factors raise substantial doubt regarding the Company's ability to continue as a going concern, and the Company's current cash resources may not provide sufficient capital to fund operations for at least the next twelve months. Historically, the Company's primary source of financing has been through the sale of its securities. The continuation of the Company as a going concern depends upon the Company's ability to raise additional capital through an equity offering, debt offering or strategic opportunity to fund its operations. There can be no assurance that the Company will be successful in accomplishing these plans in order to continue as a going concern," the Company stated in its quarterly report for the period ended Sept. 30, 2016. RXI PHARMACEUTICALS: Prices $10M Underwritten Public Offering ------------------------------------------------------------- RXi Pharmaceuticals Corporation announced the pricing of an underwritten public offering of securities for gross proceeds of $10 million, prior to deducting underwriting discounts, commissions and offering expenses payable by the Company. The offering is comprised of Class A Units, priced at a public offering price of $0.90 per unit, with each unit consisting of one share of common stock and a five-year warrant to purchase one share of common stock at an exercise price of $0.90 per share, and Class B Units, priced at a public offering price of $1,000 per unit, with each unit consisting of one share of Series B Convertible Preferred Stock, which is convertible into 1,111.11 shares of common stock, and 1,111.11 warrants. The conversion price of the preferred stock and the exercise price of the warrants are fixed and do not contain any variable pricing features or any price-based anti-dilutive features. The preferred stock issued in this transaction includes a beneficial ownership blocker, but has no dividend rights (except to the extent that dividends are also paid on common stock), liquidation preferences or other preferences over common stock. The Class A Units and Class B Units have no stand-alone rights and will not be certificated or issued as stand-alone securities. The securities comprising the units are immediately separable and will be issued separately. The Company has applied for the listing of the warrants on the NASDAQ Capital Market and will use its best efforts to have that listing effective on or before the closing of the offering. The offering is expected to close on Dec. 21, 2016, subject to the satisfaction or waiver of customary closing conditions. A total of 2,131,111 shares of common stock, 8,082 shares of Series B Convertible Preferred Stock convertible into 8,980,000 shares of common stock and warrants to purchase 11,111,111 shares of common stock will be issued in the offering. In addition, the Company has granted the underwriters a 45-day option to purchase up to 1,666,666 additional shares of common stock and/or additional warrants to purchase up to 1,666,666 shares of common stock solely to cover overallotments, if any, at the public offering price per share less the underwriting discounts and commissions. Ladenburg Thalmann & Co. Inc., a subsidiary of Ladenburg Thalmann Financial Services Inc. (NYSE MKT-LTS) is acting as the sole bookrunner for the offering, and Griffin Securities, Inc. is acting as co-manager. The securities are offered pursuant to a registration statement on Form S-1 (File No. 333-214199), which was declared effective by the Securities and Exchange Commission (SEC) on Dec. 15, 2016. A final prospectus related to the offering will be filed with the SEC on or about Dec. 16, 2016. Copies of the final prospectus, when available, may be obtained at the SEC's website at www.sec.gov, or by contacting Ladenburg Thalmann & Co. Inc., 570 Lexington Avenue, 11th Floor, New York, New York 10022 or by email at prospectus@ladenburg.com. About RXi RXi Pharmaceuticals Corporation, a biotechnology company, focuses on discovering and developing therapies primarily in the areas of dermatology and ophthalmology. The company develops therapies based on siRNA technology and immunotherapy agents. Its clinical development programs include RXI-109, a self-delivering RNAi compound, which is in Phase IIa clinical trial that is used to prevent or reduce dermal scarring following surgery or trauma, as well as for the management of hypertrophic scars and keloids; and Samcyprone, an immunomodulation agent, which is in Phase IIa clinical trial for the treatment of various disorders, such as alopecia areata, warts, and cutaneous metastases of melanoma. The company's preclinical program includes the development of products for ocular indications with RXI-109, including retinal and corneal scarring. Its discovery stage development programs include a dermatology franchise for the discovery of collagenase and tyrosinase targets for its RNAi platform; and ophthalmology franchise, a program for the discovery of sd-rxRNA compounds for oncology indications, including retinoblastoma. The company was incorporated in 2011 and is headquartered in Marlborough, Mass. RXi reported a net loss of $10.22 million in 2015 following a net loss of $8.80 million in 2014. As of Sept. 30, 2016, RXi Pharmaceuticals had $4.90 million in total assets, $1.86 million in total liabilities and $3.03 million in total stockholders' equity. "The Company has limited cash resources, has reported recurring losses from operations since inception and has not yet received revenues from sales of products. These factors raise substantial doubt regarding the Company's ability to continue as a going concern, and the Company's current cash resources may not provide sufficient capital to fund operations for at least the next twelve months. Historically, the Company's primary source of financing has been through the sale of its securities. The continuation of the Company as a going concern depends upon the Company's ability to raise additional capital through an equity offering, debt offering or strategic opportunity to fund its operations. There can be no assurance that the Company will be successful in accomplishing these plans in order to continue as a going concern," the Company stated in its quarterly report for the period ended Sept. 30, 2016. SABINE PASS: Moody's Hikes Senior Secured Rating to Ba1 ------------------------------------------------------- Moody's Investors Service upgraded Sabine Pass Liquefaction, LLC's senior secured rating to Ba1 from Ba2. The rating outlook is positive. Upgrades: - Issuer: Sabine Pass Liquefaction, LLC - Senior Secured Bank Credit Facility, Upgraded to Ba1 from Ba2 - Senior Secured Regular Bond/Debenture, Upgraded to Ba1 from Ba2 Outlook Actions: Issuer: Sabine Pass Liquefaction, LLC Outlook, Positive Rating Rationale The upgrade to Ba1 and positive rating outlook reflects continued positive momentum as SPL transitions from a construction project that began in 2012 with many credit-related uncertainties to an operating, fully integrated cash flow producing asset with investment grade characteristics. Significant milestones achieved and factored into rating action include the start of commercial operation of SPL's first two trains, the commencement of commissioning activities at a third train and the effectiveness of a Sale and Purchase Agreement (SPA) with an affiliate of BG Energy Holdings, LTD (BG: not rated), an indirect subsidiary of Royal Dutch Shell Plc (Aa2, negative). Other positive considerations include SPL's operating performance to date, success in securing several years of natural gas supply, some clarity around a debt repayment strategy and a management team focused on completing the construction of the five train project on a timely basis and implementing an organizational template that successfully transitions SPL into an operating company. Bechtel Corporation (Bechtel: not rated), the engineering, procurement, and construction contractor, achieved substantial completion of SPL's first two trains in May and September 2016, respectively; well in advance of the guaranteed dates. Care, custody and control of these units has been turned over to SPL. Through November, SPL has successfully procured significant natural gas volumes and loaded 46 cargoes of liquified natural gas that have been shipped worldwide. Substantial completion for the remaining trains is currently anticipated in June 2017 (Train 3), August 2017 (Train 4) and August 2019 (Train 5). Approximately 88% of SPL's capacity has been contracted under separate 20-year LNG SPAs with six financially sound off-takers. Contracted fixed revenues, which are expected to increase as trains reach operation, produce strong key financial metrics and are the basis of SPL's credit profile. SPL's Train 1 achieved first contractual commercial delivery in November 2016, a milestone that began the 20-year term of the SPA with BG, producing fixed contracted revenues in excess of $400 million annually. While Train 2 has achieved commercial operation, its first contractual commercial delivery to an affiliate of Gas Natural SDG S.A (Gas Natural: Baa2, stable) is not scheduled to occur until August 2017 (approximately $450 million annually). However, Train 2 is also producing revenues from early cargoes to Gas Natural and sales to third party and affiliate off-takers. The rating action acknowledges a fairly tight timeline for the completion of Train 3 relative to the requirements under the SPA with Korea Gas Corporation (KOGAS: Aa2 senior unsecured, stable). Current target milestone dates include a projected substantial completion by mid-June 2017 while the date of first contractual commercial delivery is June 1, 2017. This date begins a 13-month window for SPL to achieve first contractual commercial delivery with KOGAS. Contracted capacity revenues with KOGAS are approximately $550 million annually and SPL's aggregate contracted capacity revenues are expected to exceed $1.0 billion in 2017, $2.0 billion in 2018 and $2.4 billion in 2019. Bechtel has expressed confidence with its ability to achieve substantial completion of Train 3 by the guaranteed date of July 1, 2017 and liquidated damage payments would be required should Bechtel not achieve substantial completion by this date. Moody's understand that Train 3 is scheduled to produce first LNG around March 2017. Completion of Train 3 is a significant milestone as it will result in commercial operation of three trains that are expected to generate the majority of $2.5 billion of construction and financing costs through 2019 that are required to be funded by SPL. In addition to Train 3 and Train 4 expected to reach substantial completion during 2017, Moody's also note that during 2017, several natural gas pipelines will begin to transporting natural gas from low cost producing regions, such as the Marcellus region, to the Gulf Coast providing SPL needed feedstock to operate its business. This is an important development as SPL will become the largest purchaser of natural gas in the country. Once in full operation, Moody's anticipate SPL to generate annual recurring contracted capacity revenues and funds from operations (FFO) of approximately $2.9 billion and $1.1 billion, respectively, by 2020. Moody's rating assumes SPL will begin to reduce its debt load, which currently consists of bullet payments, upon achieving full operation of all five trains. Debt reduction will likely be achieved through a combination of refinancing a portion of SPL's maturing debt obligations at its affiliate CQP with the remainder being refinanced at SPL with amortizing debt. As such, Moody's anticipate deleveraging beginning 2021 and continuing through the remaining 20-year terms of the various SPAs. SPL's most near-term debt maturities include approximately $2.0 billion of committed bank credit facilities due December 2020, $2.0 billion senior secured notes due February 2021 and $1.0 billion senior secured notes due March 2022. Funded debt as of September 30, 2016 totaled approximately $11.5 billion and is expected to increase to $13.5 billion by year-end 2019. Rating Outlook The positive outlook reflects anticipated further improvement in SPL's credit profile resulting from continued construction and operational progress at the project. The positive outlook recognizes SPL's operating performance to date, the success that Bechtel has had in meeting construction deadlines, and a management team focused on successfully transitioning SPL into an operating company with investment grade characteristics. Factors that Could Lead to a Upgrade An upgrade to an investment grade rating over the next 12 months appears likely should SPL meet key milestones concerning Trains 3 and 4, if it can continue to demonstrate its ability successfully manage the numerous transition issues, including fuel procurement, as operations become larger and more complex, and is more transparent about its near term financial policy that includes debt reduction. Factors that Could Lead to a Downgrade SPL's rating could be downgraded or the outlook revised to stable if the project incurs significant construction cost overruns or construction delays, major operating problems or does not generate the expected level of cash flow to fund the remaining construction costs. SPL is currently a five train liquefied natural gas (LNG) project located in Louisiana with a combined nameplate capacity of 22.5 million tonne per annum (mtpa). SPL is indirectly owned by Cheniere Energy Partners, L.P. (CQP, not rated). Blackstone managed private equity funds, Cheniere Energy, Inc. (Cheniere, not rated), and public investors directly or indirectly own CQP. The principal methodology used in these ratings was Generic Project Finance Methodology published in December 2010. SAMSON RESOURCES: Unsecureds To Recoup Up to 5.3% Under Panel Plan ------------------------------------------------------------------ The Official Committee of Unsecured Creditors of Samson Resources Corporation, et al., filed with the U.S. Bankruptcy Court for the District of Delaware a joint disclosure statement for the Debtors' third amended joint Chapter 11 plan of reorganization. Class 5 General Unsecured Claims -- estimated to total $2,415,145,511 -- are impaired under the Plan. On the Effective Date, each holder of an allowed General Unsecured Claim will receive its pro rata distribution of the beneficial interests in the settlement trust, entitling the holder to receive settlement trust recovery proceeds on account of the interests; provided that, if the minimum liquidity shortfall occurs, any amounts distributable to the holders of second lien deficiency claims on account of the claims will be distributed to the Reorganized Debtors to the extent of the minimum liquidity shortfall amount; provided further that, if Class 5 votes to accept the Plan by the voting deadline, the settlement trust assets will include the general unsecured new common stock recovery; and holders of allowed second lien deficiency claims will be deemed to waive any and all right to distributions from the monetization of the preferred equityholder claims or from the general unsecured new common stock recovery. The holders are expected to recover 4.7% to 5.3%. The Debtors' Plan will be funded by the following sources of cash and consideration: (a) cash on hand; (b) cash proceeds from asset sales (if any); (c) the exit facility; (d) issuance and distribution of new common stock; and (e) issuance and distribution of settlement trust recovery proceeds. The Disclosure Statement is available at: http://bankrupt.com/misc/deb15-11934-1764.pdf As reported by the Troubled Company Reporter on Oct. 27, 2016, the Committee filed with the Court its own Chapter 11 plan of liquidation for the Debtors. Under that plan, available cash would be used to fund distributions to holders of allowed administrative expenses, allowed priority tax claims, allowed secured claims, and allowed other priority claims. Asset sale proceeds would be used to fund distributions to holders of first lien secured claims, if that class accepts the Committee Plan and rejects the Debtors' Plan, and to holders of allowed administrative expenses, allowed priority tax claims, allowed secured claims, and allowed other priority claims. About Samson Resources Corporation Samson Resources Corporation, et al., filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No. 15-11934) on Sept. 16, 2015. Philip W. Cook, the executive vice president and CFO, signed the petition. The Debtors estimated assets and liabilities Of more than $1 billion. Samson is an onshore oil and gas exploration and production company with interests in various oil and gas leases primarily located in Colorado, Louisiana, North Dakota, Oklahoma, Texas, and Wyoming. The Operating Companies operate, or have royalty or working interests in, approximately 8,700 oil and gas production sites. Samson was acquired by KKR and Crestview from Charles Schusterman in December 2011 for approximately $7.2 billion. The investor group provided approximately $4.1 billion in equity investments as part of the purchase price. Kirkland & Ellis LLP represents the Debtors as general counsel. Klehr Harrison Harvey Branzburg LLP is the Debtors' local counsel. Alvarez & Marsal LLC acts as the Debtors' financial advisor. Blackstone Advisory Partners L.P. serves as the Debtors' Investment banker. Garden City Group, LLC, serves as claims and noticing agent to the Debtors. Andrew Vara, acting U.S. trustee for Region 3, appointed three creditors of Samson Resources Corp. and its affiliated debtors to serve on the official committee of unsecured creditors. The Committee has tapped White & Case LLP as counsel and Farnan LLP as local counsel. * * * In September 2016, Judge Sontchi denied Samson Resources' Motion for extension of their exclusive periods to file and solicit acceptances of their chapter 11 plan. Samson sought an extension of its exclusivity period by another six months through March 2017. The Debtors have filed a plan of reorganization. The Creditors' Committee has filed a competing plan of liquidation. SEVEN GROUP: Unsecureds To Be Paid in Full Plus 4.5% ---------------------------------------------------- The Seven Group Holdings, LLC, filed with the U.S. Bankruptcy Court for the District of Connecticut a disclosure statement for its plan of reorganization, which proposes to pay general unsecured creditors in full plus interest at 4.5% per annum from the sale of the Debtor's property. The Debtor currently owns one piece of property located at 440 Black Rock Turnpike, Redding, Connecticut (the Property), which the Debtor plans to sell after construction and rehabilitation are completed. Under the plan, the Class 3 claims of Redding Fire District shall be paid in full plus the statutory rate of interest on the Effective Date of the Plan. Interest shall accrue from the Petition Date through the Effective Date. Class 4 general unsecured claims shall be paid in full plus interest at 4.5% per annum simple interest, on the Effective Date of the Plan. Interest shall accrue from the Petition Date through the Effective Date. The Debtor intends to use capital contributions from its members to complete the rehabilitation of the Property. The timeline for completing the renovations is approximately Feb 1, 2017. Upon completion of construction, Debtor intends on retaining a real estate broker and listing the Property for sale. Upon a sale of the Property and closing, all creditors will be paid their allowed claims. Thus, the plan will have an outside Effective Date of Nov. 1, 2017; provided however, that if the Property sells prior to Nov. 1, 2017, the plan will become effective on closing and creditors will be paid their allowed claims on the earlier closing date. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/ctb16-51259-47.pdf About The Seven Group The Seven Group Holdings, LLC, filed a Chapter 11 bankruptcy petition (Bankr. D. Conn. Case No. 16-51259) on September 20, 2016, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Jeffrey M. Sklarz, at Green & Sklarz, LLC. No official committee of unsecured creditors has been appointed in the case. SMITH FARM: U.S. Trustee Unable to Appoint Committee ---------------------------------------------------- An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of Smith Farm, LLC as of Dec. 21, according to a court docket. Smith Farm, LLC filed a Chapter 11 bankruptcy petition (Bankr. D.Colo. Case No. 16-21062) on November 11, 2016. Hon. Joseph G. Rosania Jr presides over the case.Â Weinman & Associates, PC represents the Debtor as counsel. In its petition, the Debtor estimated $1 million toÂ $10 million in both assets and liabilities. The petition was signed by Marylu Smith-Dischner, manager. SOUTHCROSS ENERGY: Appoints New Board Member -------------------------------------------- Southcross Energy Partners, L.P., announced that Andrew A. Cameron was appointed to the Board of Directors of Southcross Energy Partners GP, LLC, the general partner of Southcross, effective Jan. 1, 2017. Mr. Cameron will also serve on the Audit Committee and the Conflicts Committee of the Board. The appointment will increase the Board size to seven directors. "We are pleased to announce the election of Drew to the Board," said John Bonn, president and chief executive officer of the General Partner. "Drew brings invaluable experience to the Board and I look forward to working with him." The Company said Mr. Cameron brings extensive financial and industry expertise to the Board. He retired as vice president, Internal Audit and SOX Compliance of Energy Future Holdings Corp. (EFH) in 2016, having served in positions of increasing responsibility at that company since 2004. Prior to his employment at EFH, Mr. Cameron was vice president and controller from 2000 to 2004 at a subsidiary company of TXU Corp., the predecessor company of EFH. Mr. Cameron is a graduate of University of Strathclyde, Glasgow, Scotland, where he earned a bachelor's degree in business and administration and is a Certified Public Accountant. As a non-employee director, Mr. Cameron will participate in the General Partner's non-employee director compensation arrangements as disclosed in the Partnership’s Annual Report on Form 10-K for the year ended Dec. 31, 2015, and will be reimbursed for certain expenses including those incurred in attending Board and committee meetings. About Southcross Energy Partners Southcross Energy Partners, L.P. -- http://www.southcrossenergy.com/-- is a master limited partnership that provides natural gas gathering, processing, treating, compression and transportation services and NGL fractionation and transportation services. It also sources, purchases, transports and sells natural gas and NGLs. Its assets are located in South Texas, Mississippi and Alabama and include four gas processing plants, two fractionation plants and approximately 3,100 miles of pipeline. The South Texas assets are located in or near the Eagle Ford shale region. Southcross is headquartered in Dallas, Texas. Southcross Energy reported a net loss attributable to partners of $51.4 million on $698 million of total revenues for the year ended Dec. 31, 2015, compared to a net loss attributable to partners of $36.7 million on $849 million of total revenues for the year ended Dec. 31, 2014. As of Sept. 30, 2016, Southcross Energy had $1.19 billion in total assets, $613.11 million in total liabilities and $583.94 million in total partners' capital. * * * As reported by the TCR on April 5, 2016, Standard & Poor's Ratings Services said it lowered its corporate credit and senior secured rating on Southcross Energy Partners L.P. to 'CCC+' from 'B-'. The TCR reported on Jan. 13, 2016, that Moody's Investors Service downgraded Southcross Energy's Corporate Family Rating to 'Caa1' from 'B2'. "Southcross' Caa1 CFR reflects its high financial leverage, limited scale, concentration in the Eagle Ford Shale and our expectation of continued high leverage and challenging industry conditions into 2017," according to the report. SOUTHWEST MISSISSIPPI: S&P Cuts 2003 Bonds Rating to BB- -------------------------------------------------------- S&P Global Ratings lowered its long-term rating on the Mississippi Hospital Equipment & Facilities Authority's series 2003 bonds to 'BB-' from 'BB'. The bonds were issued for Southwest Mississippi Regional Medical Center (SMRMC). The outlook is negative. "The downgrade reflects the hospital's overall balance sheet weakness exemplified by extremely light days' cash on hand, which continue to be in violation of the liquidity covenant under the series 2003 loan agreement," said S&P Global Ratings analyst Patrick Zagar. "The rating action also reflects our view of SMRMC's constrained payor mix, softer volumes, and reliance on lines of credit to pay down payables and fund certain capital projects." Although in violation of the loan agreement's liquidity covenant, the covenant is not considered to be an event of default given management's retention of a consultant. S&P assessed SMRMC's enterprise profile as vulnerable, reflecting weak economic service area fundamentals; risks associated with a relatively small organization, including medical staff concentration; and a challenging payer mix with 70% of net revenues derived from governmental payors. S&P also assessed SMRMC's financial profile as vulnerable, reflecting light unrestricted reserves of only $13.6 million, thin margins, and sizable short-term debt through line of credit draws. Though thin, operations have improved significantly from 2014, which was marred by a difficult information technology (IT) implementation and $10 million write-off of accounts receivable. Based on fiscal 2015 and 2016 performance, many of the organization's previous operating issues appear to have stabilized although the thin margins remain susceptible to future disruptions. Combined, these credit factors lead to S&P's indicative rating level of 'bb-' and a final rating of 'BB-'. Despite the improved performance, S&P believes SMRMC's worsening liquidity position and continual covenant violations create a financial profile more commensurate with a lower rating, and without improvement S&P believes the rating could be lowered further. S&P expects reserves will remain below the covenant-mandated 60 days' cash on hand. The 'BB-' rating is based on S&P's view of SMRMC's group credit profile and the obligated group's core status. The medical center generates the vast majority of the group's operating revenue and as such, S&P rates the bonds at the same level as the group credit profile. A revenue pledge secures the bonds. SMRMC has no swap agreements outstanding. Despite S&P's view of SMRMC's solid market position and improved operations, which are now adequate for the rating, the negative outlook reflects SMRMC's low reserves and reliance on special funding and line of credit draws. Without improvement in liquidity metrics, the rating could be lowered again within one year. A lower rating would be possible during the outlook period if operations again turn negative or liquidity--as measured by days' cash on hand--fails to improve. Any additional debt would also likely have negative rating pressure. S&P does not expect to raise the rating during the next year, due to very low unrestricted reserves and limited track record of profitable operations. S&P could, however, revise the outlook to stable if the hospital posts continued operating profitability and steady improvement in balance sheet metrics. A higher rating would be predicated on SMRMC being in compliance with all bond covenants. SMRMC operates its main 120 staffed-bed facility in McComb, Miss., and a second smaller critical access hospital about 35 miles northeast of McComb in Monticello. In addition, the organization operates St. Luke Home Health Services, a home health and hospice business that serves residents of 17 counties. SQUARETWO FINANCIAL: Moody's Puts Caa3 Rating Under Review ---------------------------------------------------------- Moody's Investors Service, placed under review for possible downgrade SquareTwo Financial Corporation's Caa2 Corporate Family Rating, Caa1 rated Senior Secured First Lien Term Loan and Revolving Credit Facility, Caa3 rated Senior Secured Term Loan, and Ca rated Senior Secured Second Lien Notes. The following ratings have been placed on review for downgrade: Issuer: SquareTwo Financial Corporation - Corporate Family Rating, currently Caa2, Rating under review - Senior Secured First Lien Term Loan and Revolving Credit Facility, currently Caa1, Rating under review - Senior Secured Term Loan, currently Caa3, Rating under review - Senior Secured Second Lien Notes, currently Ca, Rating under review - Outlook, Changed To Rating Under Review From Stable RATINGS RATIONALE Moody's review for possible downgrade is due to its growing concerns regarding repayment of the $19.1 million legacy Senior Secured Second Lien Notes maturing in April 2017. Any delay in repayment would risk acceleration of its other debts, risking the long-term viability of SquareTwo and heightening the risk that the company could ultimately liquidate with less than optimal pricing of its assets. During the review Moody's will assess recovery prospects for the rated debt instruments under potential default scenarios. SquareTwo's May 2016 debt exchange and recapitalization has enabled the company to continue to operate through difficult market conditions. With the exception of its Senior Secured First Lien Term Loan and Revolving Credit Facility and legacy Senior Secured Second Lien Notes, SquareTwo's remaining debt is payment in kind for two years, reducing its required cash outflows. This has helped the company contend with a distressed charged-off debt market which continues to be negatively impacted with limited supply which has had a negative impact on earnings. Ratings could be downgraded if SquareTwo does not successfully satisfy the maturity of its legacy Senior Secured Second Lien Notes and default scenarios suggest greater losses for creditors. Ratings could be confirmed if SquareTwo's is able to satisfy maturing legacy Senior Secured Second Lien Notes enabling the company to continue to reestablish itself as a reputable purchaser of charged-off debt in the sector. SS&C TECHNOLOGIES: S&P Raises Rating on Sr. Secured Debt to 'BB+' ----------------------------------------------------------------- S&P Global Ratings said that it has reviewed its recovery and issue-level ratings on SS&C Technologies 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, S&P is removing the UCO designation from these ratings and are raising its issue-level rating on the senior secured debt to 'BB+' from 'BB' based on a '2' recovery rating raised from '3'. The '2' recovery rating indicates S&P's expectation for substantial recovery (lower end of the 70%-90% range) in the event of 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 on issuers of the affected debt issues. RATINGS LIST SS&C Technologies Inc. Corporate Credit Rating BB/Stable Issue Rating Raised; Recovery Rating Revised To From SS&C Technologies Inc. SS&C European Holdings S.A.R.L. SS&C Technologies Holdings Europe S.A.R.L. Senior secured BB+ BB Recovery rating 2L 3H Ratings Affirmed SS&C Technologies Holdings Inc. Senior Unsecured B+ Recovery Rating 6 STONE ENERGY: Bankruptcy Court Approves First Day Motions --------------------------------------------------------- Stone Energy Corporation ("Stone" or the "Company") on Dec. 22 announced resolution of a motion to appoint an equity committee, updated the status of the restructuring plan solicitation and announced the bankruptcy court's approval of Stone's First Day Motions. Resolution of Equity Committee Motion On December 16, 2016, an ad hoc group of certain of Stone's stockholders (the "Stockholder Ad Hoc Group") filed a motion (the "Equity Committee Motion") to appoint an official committee of equity security holders in connection with the Company's previously announced Chapter 11 proceedings. On December 20, 2016, the Company entered into new confidentiality agreements with an ad hoc group (the "Noteholder Ad Hoc Group") of certain holders of the Company's (i) 1 3/4% Senior Convertible Notes due 2017 (the "Convertible Notes"), and (ii) 7 1/2% Senior Notes due 2022 (the "2022 Notes", and together with the Convertible Notes, the "Notes", and the holders thereof the "Noteholders"). The Company engaged in discussions with, among others, the Stockholder Ad Hoc Group to reach a resolution of the Equity Committee Motion. On December 21, 2016, the Company reached a settlement agreement with the Stockholder Ad Hoc Group (the "Settlement"), which is also supported by the Noteholder Ad Hoc Group. The Settlement provides, among other things, that (a) the Company will amend (the "Amendment") its First Amended Joint Prepackaged Plan of Reorganization (the "Existing Plan") to provide that Stone's existing stockholders will receive their pro rata share of (i) 5% of reorganized Stone's common stock compared to 4% as contemplated by the Existing Plan, and (ii) warrants for ownership of 15% of reorganized Stone's common equity exercisable upon the Company reaching certain benchmarks pursuant to the terms of the proposed new warrants compared to 10% as contemplated by the Existing Plan, (b) Stone will reimburse up to $1.0 million of the Stockholder Ad Hoc Group's reasonable and documented out-of-pocket fees and expenses, (c) no member of the Stockholder Ad Hoc Group, nor any professional representing such group, will object or otherwise contest the Existing Plan, as amended by the Amendment, (d) if a Stone stockholder opts-out of or otherwise interferes with the consummation of the Existing Plan, as amended by the Amendment, they will not receive their pro rata share of the common stock or warrants set forth in clause (a), (e) if an official committee of equity security holders is appointed by the U.S. Bankruptcy Court for the Southern District of Texas (the "Court"), then Stone's existing stockholders will instead receive their pro rata share of (i) 4% of reorganized Stone's common stock, and (ii) warrants for ownership of 10% of reorganized Stone's common equity and (f) the releases and exculpation provisions will include the Stockholder Ad Hoc Group and its professionals. The Company expects to file the Amendment with the Court by the end of the year and expects to file a Current Report on Form 8-K at that time, attaching the Amendment as an exhibit thereto. The Existing Plan, as amended by the Amendment, remains subject to approval by the Court. The Court has previously determined that it would consider the confirmation of the Existing Plan, as amended by the Amendment, on February 14, 2017. At a hearing on December 21, 2016, the Court entered an order resolving the Equity Committee Motion (the "Order"). The foregoing description of the Settlement, which is set forth in the Order, is qualified by reference to the full text of the Order, a copy of which is attached to Stone's Current Report on Form 8-K filed today. Restructuring Plan Solicitation As previously announced, Stone commenced a solicitation of the Noteholders and the lenders (the "Banks") under the Company's Fourth Amended and Restated Credit Agreement for acceptance of a restructuring on the terms of a pre-packaged plan of reorganization. Such solicitation period ended on December 16, 2016 and (i) of the 94.24% of Noteholders in aggregate outstanding principal amount that voted, 99.95% voted in favor of such plan and .05% voted to reject such plan, and (ii) 100% of the Banks voted to accept such plan. Stone will commence solicitation of Stone's stockholders for acceptance of the Existing Plan, as amended by the Amendment, on or before December 30, 2016, and the voting deadline for stockholders will be February 10, 2017. Stone will also provide its Noteholders with notice of the Amendment and will permit those Noteholders, if any, who want to change their vote on the Existing Plan the ability to do so, provided that they do so no later than February 1, 2017. First Day Motions Granted All of Stone's First Day Motions filed in the Company's previously announced Chapter 11 proceedings were granted by the Court, including a cash collateral motion, a motion maintaining the current treasury system and motions making various vendor payments, wage payments and tax payments in the ordinary course of business. Stone is scheduled for another court appearance on January 10, 2017, and the Court has scheduled the confirmation hearing for February 14, 2017. About Stone Energy Stone Energy Corp. is an independent oil and natural gas exploration and production company headquartered in Lafayette, Louisiana with additional offices in New Orleans, Houston and Morgantown, West Virginia. Stone is engaged in the acquisition, exploration, development and production of properties in the Gulf of Mexico and Appalachian basins. For additional information, contact Kenneth H. Beer, chief financial officer, at 337-521-2210 phone, 337-521-9880 fax or via e-mail at CFO@StoneEnergy.com As of Dec. 31, 2015, the Debtors' estimated proved oil and gas reserves, as determined by Netherland Sewell & Associates, were approximately 57 million barrels of oil equivalent ("MMBoe"), or approximately 342 billion cubic feet of gas equivalent ("Bcfe") compared to Dec. 31, 2014, estimated proved oil and gas reserves of approximately 153 MMBoe, or approximately 915 Bcfe. Stone Energy had 247 employees as of the bankruptcy filing. Stone Energy Corp. and two affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Case Nos. 16-36390, 16-36391 and 16-36392) on Dec. 14, 2016, to pursue a prepackaged plan of reorganization. Judge Marvin Isgur is assigned to the cases. The Debtors hired Latham & Watkins LLP as general counsel, Porter Hedges LLP as local counsel; Alvarez & Marsal North America, LLC as financial advisor; Lazard Freres & Co. LLC, as investment banker; and Epiq Bankruptcy Solutions, LLC as claims, noticing, solicitation and balloting agent. STONEWALL GAS: Moody's Withdraws B2 Corporate Family Rating ----------------------------------------------------------- Moody's Investors Service has withdrawn all of its ratings on Stonewall Gas Gathering LLC (Stonewall), including its B2 Corporate Family Rating, B2-PD Probability of Default Rating, and B2 senior secured term loan rating. Withdrawals: Issuer: Stonewall Gas Gathering LLC - Probability of Default Rating, Withdrawn , previously rated B2-PD - Corporate Family Rating, Withdrawn , previously rated B2 - Senior Secured Bank Credit Facility, Withdrawn , previously rated B2 (LGD 3) Outlook Actions: - Outlook, Changed To Rating Withdrawn From Rating Under Review RATINGS RATIONALE Stonewall's term loan was extinguished by its owners effective December 14, 2016. Stonewall Gas Gathering LLC owns a 67-mile pipeline system gathering natural gas from central delivery points in the south-west portion of the Marcellus Shale play in West Virginia. SYNIVERSE HOLDINGS: Moody's Lowers Corporate Family Rating to Caa1 ------------------------------------------------------------------ Moody's Investors Service has downgraded the corporate family rating (CFR) of Syniverse Holdings, Inc., to Caa1 from B3. The downgrade primarily reflects Syniverse's sustained high leverage of approximately 8x (Moody's adjusted). Moody's has also downgraded Syniverse's probability of default rating (PDR) to Caa1-PD from B3-PD, its unsecured rating to Caa3 from Caa2 and its secured rating to B3 from B2. Additionally, Moody's has assigned a Caa3 rating to Syniverse's proposed senior unsecured notes which are being issued in connection with the recently announced exchange transaction. Syniverse's outlook remains negative reflecting the company's high leverage and the possibility that the exchange transaction could be classified as a Distressed Exchange (DE) and considered a default under Moody's definition. The downgrade reflects Moody's view that Syniverse has made insufficient progress in managing its very high leverage and looming 2019 maturities of approximately $2 billion of debt. As of September 30, 2016, Syniverse had leverage of 8.1x (including Moody's standard adjustments), which Moody's believes is unsustainable for Syniverse. Moody's estimates that leverage will remain near 8x over the next 12-18 months, with potential improvement coming from debt reduction due to mandatory cash flow sweeps. As the wireless industry transitions technology over the next 2-3 years, Moody's believes a portion of Syniverse's legacy revenue and earnings will continue to erode. The company has successfully taken costs out of the business leading to modest margin expansion, but the rate of decline in its legacy operations continues to outpace the observed improvements. On December 9, Syniverse announced a proposal to exchange a portion of its outstanding senior notes for notes issued by a new holding company that has a structurally senior position with respect to the equity of Syniverse's foreign subsidiaries. If successful, the exchange will allow Syniverse to extend the maturity of $364 million of debt to 2022, modestly reducing its large 2019 maturity tower. Although this provides a slight improvement from a liquidity perspective, it does not address the company's unsustainable leverage. Moody's could treat the pending transaction or potential similar transactions as a Distressed Exchange and consider it a default under the Moody's definition. Moody's will determine if the transaction is a DE at close. Moody's has assigned a Caa3 rating to the proposed notes, in line with the existing unsecured notes. The ratings are not differentiated because Moody's believes that the recovery potential from the foreign subsidiaries is uncertain, is likely subject to various non-US bankruptcy regimes and will be junior to any liabilities at the foreign operating company level. Although Moody's acknowledge that the new notes may achieve a slightly better recovery than the existing notes, Moody's do not think that this justifies different ratings. Downgrades: -- Issuer: Syniverse Holdings, Inc. Probability of Default Rating, Downgraded to Caa1-PD from B3-PD Corporate Family Rating, Downgraded to Caa1 from B3 Senior Secured Bank Credit Facilities, Downgraded to B3 (LGD3) from B2 (LGD3) Senior Unsecured Regular Bond/Debenture, Downgraded to Caa3 (LGD6) from Caa2 (LGD6) Outlook Actions: -- Issuer: Syniverse Holdings, Inc. Outlook, Remains Negative Assignments: -- Issuer: Syniverse Foreign Holdings Corporation Senior Unsecured Regular Bond/Debenture, Assigned Caa3 (LGD6) Outlook Actions: -- Issuer: Syniverse Foreign Holdings Corporation Outlook, Assigned Negative RATINGS RATIONALE Syniverse's Caa1 corporate family rating reflects its very high leverage, declining revenues despite acquisitions and cost cutting measures, contract renewal risk, execution risk as technology standards transition, and low free cash flow to debt. Moody's believes the company faces foreign currency headwinds, rising competitive threats, and the likelihood of a debt restructuring in the medium term due to its substantial debt maturities in November 2019. Balancing these risk factors are the scale of Syniverse's established business serving a large and growing addressable market for cellular carriers and enterprises and the company's consistently positive free cash flows, which provide good liquidity during this transitional period. The negative outlook reflects the risk that the company could pursue a restructuring to reduce its unsustainable debt. The timing of such a restructuring is uncertain because the company's free cash flow of approximately $80 million annually provides flexibility to take a deliberate approach. While unlikely in the near-term, Moody's could consider a ratings upgrade if the company is able to reduce leverage below 6x (Moody's adjusted). The ratings could be downgraded if liquidity deteriorates, if revenue decline accelerates or if cash is used for anything but debt/leverage reduction. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. Headquartered in Tampa, Florida, Syniverse Holdings, Inc. is a leading provider of interoperability and network services for wireless telecommunication carriers. The company had revenues of $801 million for the last twelve months ending September 30, 2016. TCR III: PCO Recommends APA Provisions for Virginia Assets ---------------------------------------------------------- Arthur E Peabody, Jr., the Patient Care Ombudsman ("PCO") for TCR III, Inc., et al., filed with the U.S. Bankruptcy Court for the Eastern District of Virginia, his comments on the Debtors' proposed purchase and sales agreement in connection with the private sale of substantially all assets to VS Virginia, LLC for amount sufficient to satisfy creditors' proofs of claim plus $1,000,000. On Nov. 29, 2016, the Debtors filed a motion for an order approving a private sale of the four assisted living facilities that are the subject of the bankruptcy action. The PCO has (i) examined the proposed purchase and sales agreement, the applications for licenses filed for each of the four facilities by the proposed licensee with the Commonwealth of Virginia’s Department of Social Services; (ii) examined the compliance history of a sample of facilities set forth in the application for licenses by the applicant to demonstrate competence in the administration of health care facilities, and (iii) interviewed the proposed licensee and the proposed chief executive officer of the proposed management company. His and recommendations are based on a limited review of the proposed sale. The applications for licenses were filed with the Commonwealth of Virginia’s Department of Social Services on Dec. 6, 2016. The PCO received a copy of the applications following the execution of a confidentiality agreement on Dec. 15, 2016; the application was supplemented on Dec. 17, 2016 and that information was provided. Interviews with the proposed licensee and CEO of the proposed management company were conducted on Dec. 19, 2016. The PCO's comments may assist the Court in addressing the approval of the proposed sales agreement. The PCO recommends that any order approving the proposed sale contain these provisions: a. The Buyer will retain all the current Amerisist staff and maintain all the current positions (vacant positions) at each of the facilities for a reasonable period of time to ensure continuity of care for residents. The buyer may implement policies and procedures to initiate the application for continued employment with the new owner by such employees. The Buyer will maintain adequate staffing at the facilities at all times. b. The Buyer will, at a minimum, maintain the current level of budgetary support for each of the facilities. c. After a reasonable period following closing, the Buyer will send a notice to each of the residents of the facilities and their legal representative(s) that fully complies with the requirements of Sections 22 VAC 40-72-50. This notice will include a description of the licensee, the proposed management company, and such other information as may be necessary to permit residents and their representative to make an informed decision as to whether the resident intends to remain at the facility. The notice will provide for 60 days for the resident and legal representative to make a decision. d. The proposed management agreement's provisions reflecting the standard of care to be afforded at the facilities will reflect a requirement to comply with the Commonwealth of Virginia's Standards for Licenses Assisted Living Facilities. The PCO and Ms. Kaye Pegelow are available for whatever future evaluation(s) of the four assisted living facilities the Court may deem appropriate after the closing and sale of the subject facilities. About TCR III TCR III, Inc. (f/k/a America House One, Inc.) (the "Manassas" location); TCR IV, Inc. (f/k/a America House Two, Inc.) (the "Orange" location); TCR V, Inc. (f/k/a America House Three, Inc.) (the "Stephens City" location); TCR VI, Inc.; and America House Assisted Living of Front Royal, L.L.C. (the "Front Royal" location), filed separate Chapter 11 bankruptcy petitions (Bankr. E.D. Va. Case Nos. 15-14162, 15-14163, 15-14165, 15-14168 and 15-14169) on Nov. 24, 2015. The Debtors operate senior care facilities. The Hon. Brian F. Kenney presides over the cases. Lawyers at Sands Anderson PC, serve as counsel to the Debtors. TCR III estimated $1 million to $10 million in both assets and liabilities. The petitions were signed by Charles V. Rice, president. TRIBUNE MEDIA: Moody's Lowers Corporate Family Rating to B1 ----------------------------------------------------------- Moody's Investors Service downgraded Tribune Media Company's Corporate Family Rating to B1 from Ba3, Probability of Default Rating to B1-PD from Ba3-PD and affirmed the Speculative Grade Liquidity of SGL-1. Moody's also downgraded the company's secured credit facilities to Ba3 from Ba2 and senior unsecured 5.875% notes to B3 from B2. The downgrades reflect Moody's view that the pace of debt repayment and delevering has been slower than expected. Tribune has maintained leverage above 6x for the last couple of years despite the financial capacity to significantly improve leverage. Moody's believe Management's financial policy remains tolerant of relatively high leverage near 6x but expect the ratio to fall to at least 5.75x over the next 12-18 months following the sale of non-core assets. The outlook is stable. Tribune is selling substantially all of its Digital and Data business operations comprised of Gracenote video, music, and sports to Nielsen Company for $560 million in cash, approximately $500 million after-tax. The transaction is expected to close in the first quarter of 2017, subject to customary closing terms. In connection with the sale, the company will use the majority of the proceeds to repay a portion of the Term Loan B due 2020 ($2.4 billion outstanding as of September 30, 2016), subject to covenants which require debt repayment upon the sale of assets. Pro-forma for the debt pay-down, leverage (Moody's adjusted debt/2 year average EBITDA) will be approximately 6.4x. In addition to these transaction, the comapny intends to use cash on hand to pay a special dividend of approximately $500 million in the first quarter of 2017. -- Issuer: Tribune Media Company Downgraded: Corporate Family Rating: to B1 from Ba3 $300mm SR SEC 1ST LIEN REV CREDIT FACILITY due 2018 Downgraded to Ba3, LGD3 from Ba2, LGD3 $2379mm SR SEC TERM LOAN due 2020 Downgraded to Ba3, LGD3 from Ba2, LGD3 $1100mm GTD SR Global Notes due 2022 Downgraded to B3, LGD 5 from B2, LGD 5 Probability of Default Rating: Downgraded to B1-PD from Ba3-PD Affirmed: Speculative Grade Liquidity Rating: Affirmed SGL-1 Outlook Actions: Outlook is stable RATINGS RATIONALE Tribune Media's B1 Corporate Family Rating reflects a strong operating model with good scale (close to $2b revenue) anchored by the company's 42 owned and operated TV stations which has the #1 or #2 local news in 17 of its 33 markets, generating a dual stream of revenue from advertising and retransmission fees. While core ad revenues have been weak, declining in low single digits, very high margin retransmission fees are growing by mid to low teens (despite a rise in reverse compensation). Retransmission fees are now more than 15% of revenues, and growing. The company also benefits from strong growth in its WGN network. The subscriber base has increased significantly and now reaches nearly 80 million viewers. This strength has been fueling MVPD carriage fees which are growing by nearly 40%. Balancing these positive attributes are aggressive financial policies that tolerate high leverage and substantial shareholder distributions, weakness in core advertising, margin compression, and limited free cash flows. Leverage will remain elevated through FYE 2018 with Debt/EBITDA (2 year average, including Moody's standard adjustments), no better than 5x but more likely falling from pro forma leverage of 6.4x (after the transaction) to between 5.5x to 6x over the next 12-18 months. Although a portion of the proceeds from the Gracenote transaction will be used to reduce leverage, debt repayment has been, and will be, slower than expected as the company maintains a more balanced approach to capital allocation than previously anticipated. Following the Gracenote transaction, Moody's believe there is at least $3 billion in gross value available to shareholders and creditors over the next 2 years - compromised of cash and non-core assets (including real estate and other equity investments). However, net of taxes and fees, and assuming a relatively balanced allocation of capital distribution, Moody's believe no more than $750 million could be used to voluntarily pay down debt. Moody's do not ascribe any value to the potential for proceeds from the FCC spectrum auction. If the company fully executes based on these assumptions, leverage could fall to 5x by the end of 2018. The stable outlook incorporates Moody's expectation that debt-to-2 yr avg EBITDA will improve to 5.75x or less (including Moody's standard adjustments) over the next 12-18 months. Moody's also expect Tribune to maintain at least good liquidity over the next 12 months providing flexibility to execute management's operating strategies, invest in programming, and manage unforeseen cash needs. The outlook also incorporates Moody's expectation that the U.S. economy will grow modestly, core advertising revenue will stabilize, margins will not fall, and free cash flow improves. The outlook does not incorporate significant debt financed acquisitions or large shareholder distributions that would be contrary to Moody's expectations for consistent leverage reduction. To the extent non-core assets are divested, Moody's expect the company to prepay appropriate levels of outstanding debt to ensure credit metrics meet Moody's expectations for its B1 Corporate Family Rating. Moody's also expect interest coverage (EBITDA-CAPEX/Interest) to remain between 2.5x and 3x. Moody's could take a negative rating action if 2-year average debt-to-EBITDA remains above 5.75x (including Moody's standard adjustments) at the end of FYE 2017 or interest coverage approaches 2x. A negative rating action would also be considered if liquidity deteriorated, scale or diversity declined, market share falls, core advertising growth slows further, margins weaken, or free cash flows weaken. A negative rating action would also be considered if the company adopted more aggressive financial policies, or there was (or could be) a material adverse change in regulation, capital structure, key performance measures, or the operating model," Moody's says. Moody's could take a positive rating action if 2-year average debt-to-EBITDA falls below 4.5x on a sustained basis (including Moody's standard adjustments) or interest coverage rises above 3x on a sustained basis. Ratings would also be conditional on maintaining its liquidity profile, growing scale or diversity, increasing market share, growth in core advertising, better margins, or improvement in free cash flow generation. A positive action would also be considered if the company adopts more conservative financial policies, strengthens its capital structure, or produces stronger key performance measures. The principal methodology used in these ratings was Global Broadcast and Advertising Related Industries published in May 2012. UNITED MOBILE: Unsecureds To Share Pro-rata Payments of $27K ------------------------------------------------------------ United Mobile Solutions, LLC, filed with the U.S. Bankruptcy Court for the Northern District of Georgia a disclosure statement and plan or reorganization, dated Dec. 16, 2016, which contemplates the reorganization and ongoing business operations of Debtor and the resolution of the outstanding claims against and interests in Debtor. Under the plan, class 11 consists of general unsecured claims. Holders of general unsecured claims will share pro-rata quarterly distributions of $27,000 each commencing on the 28th day of the final month of the first quarter following the Effective Date occurs and continuing on 28th day of the final month of each subsequent quarter (i.e. June, Sept, December, and March) for a total of 12 quarterly payments. The claims of the class 11 creditors are impaired by the plan. The source of funds for the payments pursuant to the plan is the continued operation of the Debtor as a carrier master dealer for T-Mobile and MetroPCS. Debtor is currently operating as a master dealer for 33 stores and intends on opening additional stores over the next 2 years. Additionally, the Debtor intends to fund administrative expenses and provide operating capital to the Reorganized Debtor from the New Value in Class 12. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/ganb16-62537-105.pdf About United Mobile United Mobile Solutions, LLC, filed a Chapter 11 petition (Bankr. N.D. Ga. Case No. 16-62537) on July 20, 2016. The petition was signed by Kil Won Lee, president. The Debtor is a carrier master dealer that operates and manages approximately 20 retail cellular phone stores. The Debtor's corporate offices are located in Norcross, Georgia. The Debtor is represented by Cameron M. McCord, Esq., at Jones & Walden, LLC. The Debtor estimated its assets at $0 to $50,000 and its liabilities at $1 million to $10 million at the time of the filing. An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of United Mobile Solutions, LLC, as of Nov. 8, according to a court docket. UNIVERSITY OF THE SACRED: S&P Lowers Rating on 2012 Bonds to 'BB' ----------------------------------------------------------------- S&P Global Ratings lowered its rating to 'BB' from 'BBB-' on the Puerto Rico Industrial, Tourist, Educational, Medical, and Environmental Control Facilities Finance Authority's series 2012 higher education revenue bonds, issued for the University of the Sacred Heart (USH; Universidad del Sagrado Corazon). The outlook is stable. "The downgrade reflects our view of four consecutive years of enrollment decreases, which will likely pressure fiscal 2016 operations and, without improvement, could pressure fiscal 2017 operations as well," said S&P Global Ratings credit analyst Jamie Seman. "USH's expected full-accrual deficit in fiscal 2016 and financial resource ratios, which are still below average, result in a weaker financial profile more commensurate with those of other 'BB' rated institutions." "We assessed the university's enterprise profile as adequate, characterized by its consistent decline in enrollment. We assessed the university's financial profile as vulnerable based on weak financial balance sheet metrics, high student fee dependence, and heavy reliance on Pell and similar grants for tuition revenue. We believe that these financial characteristics make it vulnerable to economic conditions beyond its control. We believe Puerto Rico's prolonged recession, structural deficits, and economic uncertainty will continue to further constrain consumer budgets. As a result, we also believe enrollment decreases and weakened financial position at universities in Puerto Rico (including USH) will likely continue during the next two years due to depressed economic conditions," S&P said. VESCO CONSULTING: U.S. Trustee Unable to Appoint Committee ---------------------------------------------------------- An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of VESCO Consulting Services, LLC as of Dec. 21, according to a court docket. VESCO Consulting Services, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 16-21351) on November 19, 2016. The petition was signed by Michael Miller, president. The case is assigned to Judge Elizabeth E. Brown. At the time of the filing, the Debtor estimated its assets and liabilities at $1 million to $10 million. WASH MULTIFAMILY: S&P Raises Rating on 2nd Lien Debt to B- ---------------------------------------------------------- S&P Global Ratings said that it has reviewed its recovery and issue-level ratings for WASH Multifamily Acquisition Inc. and subsidiary Coinamatic Canada 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 recovery and issue-level ratings on the senior secured second-lien debt to '5' and 'B-', respectively, from '6' and 'CCC+'. The '5' recovery rating indicates S&P's belief that lenders could expect modest (10% to 30%, at the low end of the range) recovery in the event of a payment default. S&P's 'B' issue level rating on the company's first-lien term debt is affirmed and its '3' recovery rating (indicating S&P's expectation of recovery at the high end of the 50%-70% range) is unchanged following the review. 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 WASH Multifamily Acquisition Inc. Corporate credit rating B/Stable/-- Issue Rating Raised; Recovery Rating Revised To From WASH Multifamily Acquisition Inc. Coinamatic Canada Inc. Senior secured second-lien B- CCC+ Recovery rating 5L 6 Issue Ratings Affirmed; Recovery Expectations Revised WASH Multifamily Acquisition Inc. Coinamatic Canada Inc. Senior Secured first lien B B Recovery Rating 3H 3L WILL COUNTY SD: Moody's Cuts GOULT Debt Rating to Ba1 ----------------------------------------------------- Moody's Investors Service has downgraded Will County Community High School District 210 (Lincoln Way), IL's outstanding general obligation unlimited tax (GOULT) debt to Ba1 from Baa3 affecting $253 million of outstanding rated debt. The outlook is negative.The downgrade to Ba1 reflects the district's narrowing financial position, which has necessitated the increasing use of tax anticipation warrants to support operations and the district's elevated debt burden with debt service costs that are scheduled to grow substantially. The rating also takes into consideration the district's positive credit attributes including a very large very tax base that appears to be stabilizing following several years of depreciation and above average resident income indices. Rating Outlook The negative outlook reflects the district's very narrow cash position and lingering financial uncertainty. While officials are projecting significantly improved financial operations in fiscal 2017, the district has a history of negative variances and any unexpected revenue or expenditure pressures would place additional strain on district liquidity. Factors that Could Lead to an Upgrade -- Significant improvement in financial operations and liquidity -- Moderation of the district's debt burden and debt service costs Factors that Could Lead to a Downgrade -- Inability of the district to place its tax anticipation warrants -- Additional strains on district liquidity, or increased reliance on short-term borrowing to support operations -- Growth in leverage from debt and/or unfunded pension liabilities Legal Security The district's GOULT debt is secured by a dedicated property tax levy, unlimited as to rate and amount. Use of Proceeds. Not applicable Obligor Profile Located in Will County (Aa1), approximately 40 miles southwest of Chicago, the district provides high school education services to the communities of Frankfort, Mokena, Manhattan, Frankfort Square, Village of New Lenox (Aa2), and Tinley Park. Resident population within the district was estimated at 104,129 as of the 2010 US Census. Enrollment experienced significant gains over much of the last decade, though recent enrollment trends are flat to declining. As of fiscal 2016, district had a student enrollment of 7,032. YORK RISK: Bank Debt Trades at 6.70% Off ---------------------------------------- Participations in a syndicated loan under York Risk Services Holding is a borrower traded in the secondary market at 93.30 cents-on-the-dollar during the week ended Friday, December 16, 2016, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 0.36 percentage points from the previous week. York Risk Services Holding pays 375 basis points above LIBOR to borrow under the $555 million facility. The bank loan matures on Sept. 20, 2021 and carries Moody's B3 rating and Standard & Poor's B- rating. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended December 16. ZEKELMAN INDUSTRIES: Moody's Hikes Corporate Family Rating to B2 ---------------------------------------------------------------- Moody's Investors Service upgraded Zekelman Industries, Inc.'s (formerly JMC Steel Group, Inc.) corporate family rating (CFR) to B2 from B3, its probability of default rating (PDR) to B2-PD from B3-PD and its senior secured notes to Caa1 from Caa2. The ratings upgrades reflect the recent significant improvement in the company's operating performance and credit metrics and the expectation they will improve further in the near term. The ratings outlook is stable. Moody's affirmed the B2 rating on Zekelman's senior secured term loan since it represents the largest proportion of debt in the company's capital structure and is unlikely to be paid down in the near term. The company will likely use its free cash flow to pay off its revolver borrowings and to build up its cash balance to partially fund the pending acquisition of Western Tube & Conduit Corporation. Additional borrowings may also be needed to fund a portion of the acquisition. The following ratings were affected in this rating action: Upgrades: Corporate family rating, upgraded to B2 from B3; Probability of default rating, upgraded to B2-PD from B3-PD; Senior secured notes due 2023, upgraded to Caa1 (LGD 5) from Caa2 (LGD 5); Affirmations: Senior secured term loan due 2021, affirmed B2 (LGD 3); Outlook Actions: Changed to stable from positive RATINGS RATIONALE Zekelman Industries B2 corporate family rating reflects the company's inconsistent free cash flow generation and its historically volatile profit margins due to its exposure to the highly cyclical steel sector, which has historically caused wide variability in its operating performance. The company's rating favorably considers its moderate leverage, ample interest coverage, adequate liquidity profile and its leading market position for a number of structural, pipe and electrical conduit products. It also reflects Moody's expectation that its operating performance will remain strong in the near term supported by rising product prices and gradually improving nonresidential construction activity. Zekelman Industries credit metrics and liquidity strengthened considerably in fiscal 2016 (ended September 2016) as the company benefitted from improved spreads between steel purchases for inventory and final product prices as well as cost cuts and productivity improvements. Zekelman Industries was able to widen its material spreads during the fiscal year as the company and its competitors focused on improved pricing discipline and benefitted from consolidation in the industrial pipe and tube sector. The company was also aided by selling products produced with lower cost steel inventories during a period of rising finished product prices during most of the fiscal year. This was the exact opposite of the situation faced by the company in fiscal 2015 when it was consuming high priced steel inventory during a period of declining product prices. As a result, Zekelman's operating results improved dramatically with adjusted EBITDA of about $300 million during fiscal 2016 versus $176 million during the prior fiscal year. The substantially improved operating performance along with effective working capital management enabled Zekelman to generate $114 million of free cash flow in fiscal 2016. The company used a portion of that free cash to retire about $75 million of debt. As a result, its credit metrics improved significantly with the adjusted leverage ratio (Debt/EBITDA) declining to 4.4x in September 2016 from 7.9x in September 2015 and the interest coverage ratio (EBIT/Interest Expense) rising to 2.2x from 1.0x. These ratios are supportive of the B2 corporate family rating and are expected to improve further along with the company's operating results in the first half of fiscal 2017 as product prices rise and material spreads remain favorable. Moody's does not expect the pending acquisition of Western Tube & Conduit Corporation (WTC) to materially change Zekelman's leverage ratio and does not anticipate integration issues since WTC produces similar products including conduit, fence and mechanical tubing. Zekelman Industries has an adequate liquidity profile with a cash balance of $37 million and borrowing availability of $191 million as of September 24, 2016. The company had $20 million of outstanding borrowings on its $350 million revolver and $18 million of letters of credit issued. The senior secured revolving credit facility matures in November 2019 or 90 days prior to Zekelman's nearest debt maturity. The company currently has no outstanding debt that matures prior to November 2019. The stable outlook reflects Moody's expectation that Zekelman's operating results will remain strong and its credit metrics will improve in the near term, but could soften in the second half of fiscal 2017. Zekelman's rating could be upgraded should it sustain a leverage ratio below 4.5x, an interest coverage ratio above 2.0x and free cash flow to debt (CFO-dividends/debt) above 13%. A downgrade could be considered should Zekelman's operating results and credit metrics weaken or its liquidity position deteriorates materially. Downside triggers would include the leverage ratio above 5.0x, interest coverage ratio below 1.8x and free cash flow to debt below 11%. The principal methodology used in these ratings was Global Steel Industry published in October 2012. Headquartered in Chicago, Illinois, Zekelman Industries, Inc. (formerly JMC Steel Group, Inc.) manufactures steel pipe, hollow structural steel (HSS), electrical conduit and tubular products at thirteen manufacturing facilities in the US and Canada. The company includes the operating divisions of Atlas Tube, Wheatland Tube, Sharon Tube and Picoma and has leading market positions in key product areas including hollow structural steel, standard pipe, electrical conduit, galvanized mechanical tube and fittings. Its products are sold principally to steel service centers and plumbing and electrical distributors. Revenues for the twelve months ended September 24, 2016 were approximately $1.6 billion. [*] S&P Reviews Ratings on US Aerospace and Defense Sector ---------------------------------------------------------- S&P Global Ratings, on Dec. 16, 2016, said that it has reviewed all its recovery and issue-level ratings in the U.S. aerospace and defense 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 aerospace and defense 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 nine rated debt issues in the U.S. aerospace and defense sector, reflecting two upgrades and seven downgrades. In all but three cases, the revision to the issue-level rating resulted from a revision to the recovery rating on the debt instrument. In the remaining three cases, the recovery ratings on the secured debt remain unchanged and the issue-level rating 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 raising 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 S&P's assessment of the company's default risk, which is indicated by its corporate credit rating, or S&P's opinion of recovery given default, which is indicated by its recovery ratings. In addition, S&P is revising the recovery rating to either '3' from '4' or '4' from '3' on two rated debt instruments in the U.S. aerospace and defense sector, reflecting two revisions to '3'. 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 ADS Tactical Inc. Senior secured B B- Recovery rating 4H 5L DynCorp International Inc. Senior secured second-lien notes CCC CCC- Recovery rating 5L 6 Issue Ratings Lowered, Recovery Ratings Revised Due To Revised Recovery Rating Criteria For Speculative-Grade Corporate Issuers Consolidated Aerospace Manufacturing LLC Senior secured B+ BB- Recovery rating 3L 2L Kratos Defense & Security Solutions Inc. Senior secured CCC+ B- Recovery rating 5H 4L Moog Inc. Senior secured BB+ BBB- Recovery rating 3L 2L Issue Ratings Lowered, Recovery Ratings Unchanged Due To Revised Recovery Rating Criteria For Speculative-Grade Corporate Issuers Huntington Ingalls Industries Inc. Senior secured BBB- BBB Recovery rating 1 1 Orbital ATK Inc. 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 Huntington Ingalls Industries Inc. Senior unsecured BB+ BB+ Recovery rating 3L 4H Issue Ratings Affirmed, Recovery Ratings Unchanged DynCorp International Inc. Senior secured first-lien debt B Recovery rating 1 Senior unsecured CCC- Recovery rating 6 Moog Inc. Senior unsecured BB Recovery rating 5L Orbital ATK Inc. Senior unsecured BB Recovery rating 5H [*] S&P Reviews Ratings on US E&P and Oilfield Services Sectors --------------------------------------------------------------- S&P Global Ratings, on Dec. 16, 2016, said that it has reviewed its recovery and issue-level ratings in the U.S. oil and gas exploration and production (E&P) and oilfield services (OFS) sectors 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. E&P and oilfield services sectors. 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 four rated debt issues, reflecting two upgrades and two downgrades. In each case, the revision to the issue-level rating resulted from a revision to the recovery rating on the debt instrument. In addition, S&P is revising the recovery rating to '3' from '4' on two rated debt instruments, and revising the recovery rating to '4' from '3' on two rated debt instruments in the oilfield services sector 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. The recovery rating on one rated debt instrument in the sector is unchanged at '3' and thus S&P is affirming its issue-level rating on the issue. These rating actions stem solely from the application of S&P's revised recovery criteria and do not reflect any change in S&P's assessment of the corporate credit ratings for issuers of the affected debt issues. RATINGS LIST Issue-Level Ratings Affirmed And Raised; Recovery Ratings Revised To From Bristow Group Inc. Senior Secured BB BB Recovery Rating 2H 2L Senior Unsecured BB- B+ Recovery Rating 4L 5L Issue-Level Rating Affirmed; Recovery Rating Revised To From Forum Energy Technologies Inc. Senior Unsecured B B Recovery Rating 3L 4H Issue-Level Rating Affirmed; Recovery Rating Unchanged To From Newpark Resources Inc. Senior Unsecured B- B- Recovery Rating 3H 3H Issue-Level Rating Affirmed; Recovery Rating Revised To From PHI Inc. Senior Unsecured BB- BB- Recovery Rating 3L 4L Issue-Level Rating Affirmed; Recovery Rating Revised To From Pioneer Energy Services Corp. Senior Unsecured B- B- Recovery Rating 4L 3L Issue-Level Rating Affirmed; Recovery Rating Revised To From SEACOR Holdings Inc. Senior Unsecured B B Recovery Rating 4L 3L Issue-Level Rating Lowered; Recovery Rating Revised To From Synergy Resources Corp. Senior Unsecured B B+ Recovery Rating 2H 1 Issue-Level Rating Raised; Recovery Rating Revised To From Unit Corp. Senior Unsecured BB- B+ Recovery Rating 2L 3H Issue-Level Ratings Affirmed And Lowered; Recovery Ratings Revised And Unchanged To From Weatherford International Ltd. WOFS International Finance GmbH Weatherford Worldwide Holdings GmbH Senior Unsecured BB BB Recovery Rating 1 1 Weatherford International Ltd. Weatherford International LLC Senior Unsecured B B+ Recovery Rating 5L 3L Weatherford International Ltd. Senior Secured BB BB Recovery Rating 1 1 [*] S&P Reviews Ratings on US Technology Semiconductor Sector ------------------------------------------------------------- S&P Global Ratings, on Dec. 16, 2016, said that it has reviewed several of its recovery and issue-level ratings in the U.S. technology semiconductor sector for speculative-grade corporate issuers that were labeled 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 is appropriate. S&P is raising the issue-level ratings on 11 rated debt issues. In all cases, the change to the issue-level rating resulted from a revision to the recovery rating on the debt instrument. In addition, S&P is revising the recovery ratings to '3' from '4' on five rated debt instruments. 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. The ratings list below is arranged alphabetically by issuer and identifies the debt instruments with ratings changes. RATINGS LIST Issue Ratings Raised; Recovery Ratings Revised Due To Revised Recovery Rating Criteria For Speculative-Grade Corporate Issuers Advanced Micro Devices Inc. Senior Unsecured CCC+ CCC Recovery Rating 4L 5L Cavium Inc. Senior Secured BB BB- Recovery Rating 2L 3H Cypress Semiconductor Corp. Senior Secured BB BB- Recovery Rating 2L 3H Senior Unsecured B+ B Recovery Rating 5L 6 MKS Instruments Inc. Senior Secured BB+ BB Recovery Rating 2H 3L Issue Ratings Affirmed; Recovery Ratings Revised Due To Revised Recovery Rating Criteria For Speculative-Grade Corporate Issuers Amkor Technology Inc. Senior Unsecured BB BB Recovery Rating 3H 4H KEMET Corp. Senior Secured B- B- Recovery Rating 3L 4L SMART Modular Technologies (Global) Inc. Senior Secured B B Recovery Rating 3H 4H [*] S&P Reviews Ratings on US Transpo Sector on Criteria Update --------------------------------------------------------------- S&P Global Ratings, on Dec. 16, 2016, said that it has reviewed its recovery and issue-level ratings in the U.S. transportation 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. transportation sector. The ratings list below is arranged alphabetically by issuer and identifies the debt types with ratings changes. In addition to the changes and affirmations mentioned below, S&P will review its recovery and issue-level ratings on Delta Air Lines Inc., PODS LLC, and Algeco Scotsman Global S.a.r.l. (and that entity's rated foreign subsidiaries) separately. With the exception of Triton Container International Ltd., the revision to the issue-level ratings resulted from a revision to the recovery rating on the debt instrument. In the case of Triton, the recovery rating on the secured debt remains unchanged and the issue-level ratings are being lowered 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 S&P's 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. 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 XPO Logistics Inc. Senior unsecured B+ B Recovery rating 4H 5H Issue Ratings Lowered; Recovery Ratings Unchanged Due To Revised Recovery Rating Criteria For Speculative-Grade Corporate Issuers Triton Container International Ltd. Senior secured BBB- BBB Recovery rating 1 1 Issue Ratings Lowered; Recovery Ratings Revised Due To Revised Recovery Rating Criteria For Speculative-Grade Corporate Issuers Kenan Advantage Group Inc. Senior secured B+ BB- Recovery rating 2L 1 Issue Ratings Affirmed; Recovery Ratings Unchanged Kenan Advantage Group Inc. OPE KAG Finance Sub Inc. Senior Unsecured CCC+ Recovery rating 6 XPO Logistics Inc. Senior secured BB Recovery rating 1 Senior unsecured B- Recovery rating 6 [*] TMA Chicago/Midwest Announces Award Winners at Executive Forum ------------------------------------------------------------------ The Chicago/Midwest Chapter of the Turnaround Management Association (TMA) announced winners of its awards at the Executive Speaker Forum on Nov. 21, 2016, in Chicago. TMA Chicago/Midwest Chapter hosts this program annually, inviting members to be recognized and awarded for their outstanding work in the industry and/or within the Turnaround Management Association organization. The winner of the Large Turnaround of the Year is Compressor Engineering Corporation (CECO or the "Company"). Headquartered in Houston, Tex., CECO is a family-owned business founded in 1964 that CECO operates in two divisions, Manufacturing and Pipeline Services. With the turnaround team consisting of Chicago-based AEG Partners, existing management/ownership and outside counsel Hoover Slovacek, the company survived the liquidity crisis, avoided bankruptcy, improved profitability and refinanced all senior debt at par. The bank has realized a full recovery and the company will continue to be a family-owned operation. Swisher Hygiene ("Swisher"), which performs a wide variety of essential hygiene and sanitation services to about 60,000 customers coast-to-coast, was named winner of Large Transaction of the Year. Industry roll-up legends Wayne Huizenga and Steve Berrard listed Swisher on the Nasdaq in 2010, and purchased more than 54 businesses in 2011, after which it began to show losses. Faced with a liquidity crisis, the new chief operating officer approached Global Turnarounds to help release cash from excess inventories. The result was a cash positive quarter for the end of Q2 of 2015, which enabled Swisher to be sold to Ecolab. The Swisher brand name and the majority of its people continue to operate as an autonomous unit for the new owners. This year's Small Transaction of the Year Award went to Lee Steel Corporation and Affiliates ("Lee Steel"), a 60-year-old top-tier steel service center that provides a full range of flat rolled steel. The company had historically been a steadily growing, profitable company. However, a confluence of external factors caused the company to experience significant liquidity constraints, ultimately leading to the company's Chapter 11 bankruptcy filing. The company retained Huron Consulting Group, Inc. and, working with its restructuring and turnaround practice, the investment banking team reviewed various strategic alternatives for the sale of the company's assets. In September 2015, Lee Steel successfully completed the sale of its assets to Union Partners I, LLC, as well as Hilco Industrial LLC and Hilco Real Estate LLC. The Harry Preucil Pro Bono of the Year Award went to association members Pro Bono committee co-chair Rebecca Fruchtman of Bank of America Merrill Lynch; David A. Bernal of Growth Decisions, Inc.; Paul Melville of Grant Thornton, LLP for their work with Guillermo Leyva and Vilma Machin of the Alma Dance School. The University Relations Committee received the Outstanding Committee of the Year Award, recognizing members Rob Baynes, The Strong Oak Group, Inc.; Candice Kline, Sidley Austin LLP and Thomas S. O'Donoghue, Jr, CTP, FGMK LL. Individual awards included Barbara L. Yong, Golan Christie Taglia LLP for Outstanding Service; Ray Anderson, Huron Consulting, CTP of the Year; Alex Boerema, AlixPartners, Emerging Leader and Chris Horvay, Sugar Felsenthal Grais & Hammer LLP, Legend Award. About TMA Chicago/Midwest The Chicago/Midwest Chapter of The Turnaround Management Association -- http://www.tmachicagomidwest.org/-- is one of the largest chapters of the only international nonprofit association dedicated to corporate renewal and turnaround management. Incorporated in 1991, the award-winning Chicago/Midwest Chapter celebrated its 25th year of serving its community. Its active membership participates in more than 30 events annually, including educational workshops, networking programs, forums, and conferences. [*] Upshot Services LLC Changes Name to JND Corporate Restructuring ------------------------------------------------------------------- JND Legal Administration, a management and administration company delivering service lines in corporate restructuring, class action, mass tort, government services and eDiscovery, on Dec. 21, 2016, announced the rebranding and name change of UpShot Services LLC to JND Corporate Restructuring. JND Legal Administration acquired the leading claims and noticing agent based in Denver, Colo. in March to create a new corporate restructuring division. With the name change, clients will continue their engagements with the same client service teams and uninterrupted access to case-specific web sites. "As UpShot Services has become an invaluable part of our growing portfolio of services, we've officially renamed and rebranded the company and its web site to better position it as the corporate restructuring division under the JND Legal Administration umbrella," comments Neil Zola, executive co-chairman and founder of JND Legal Administration. "Our clients will continue to benefit from the top-tier technology-driven claims and noticing services and expertise delivered by our team." UpShot Services was founded by seasoned industry professionals, Travis Vandell and Robert Klamser, who pioneered a new standard of efficiency to serve the administrative needs of companies in corporate bankruptcy. They established the firm to help debtors and their professionals to navigate the intricacies of claims, noticing, balloting and other corporate bankruptcy milestones with easy-to-use, scalable technology and industry expertise. Following its acquisition, Vandell and Klamser were appointed as JND Corporate Restructuring's CEO and president, respectively. They also serve on the board of directors for JND Corporate Restructuring with the founders of JND Legal Administration, Jennifer Keough, Neil Zola and David Isaac. "When we originally founded UpShot Services, our goal and vision was to serve the administrative needs of companies in corporate restructuring with innovative technology-based tools and industry expertise," comments Travis Vandell, CEO of JND Corporate Restructuring. "We achieved that goal, and now under our new name, JND Corporate Restructuring, we are able to deliver the same high caliber services while reaching new goals." About JND Legal Administration JND Legal Administration -- http://www.JNDLA.com/-- is a management and administration company delivering service lines in class action, bankruptcy, eDiscovery, government services and mass tort. JND's team of industry veterans is passionate about providing outstanding service to clients. Armed with decades of expertise and a powerful set of tools, JND has deep experience expertly navigating the intricacies of class action settlements, corporate restructuring, eDiscovery, mass tort claims and government services. JND is trusted by law firms, government agencies and Fortune 500 companies across the nation. The company is backed by Stone Point Capital and has offices in Colorado, Minnesota, New York, North Carolina, Washington and Washington, D.C. [^] BOOK REVIEW: Hospitals, Health and People --------------------------------------------- Author: Albert W. Snoke, M.D. Publisher: Beard Books Softcover: 232 pages List Price: $34.95 Review by Francoise C. Arsenault Order your personal copy today at http://www.beardbooks.com/beardbooks/hospitals_health_and_people.html Hospitals, Health and People is an interesting and very readable account of the career of a hospital administrator and physician from the 1930's through the 1980's, the formative years of today's health care system. Although much has changed in hospital administration and health care since the book was first published in 1987, Dr. Snoke's discussion of the evolution of the modern hospital provides a unique and very valuable perspective for readers who wish to better understand the forces at work in our current health care system. The first half of Hospitals, Health and People is devoted to the functional parts of the hospital system, as observed by Dr. Snoke between the late 1930's through 1969, when he served first as assistant director of the Strong Memorial Hospital in Rochester, New York, and then as the director of the Grace-New Haven Hospital in Connecticut. In these first chapters, Dr. Snoke examines the evolution and institutionalization of a number of aspects of the hospital system, including the financial and community responsibilities of the hospital administrator, education and training in hospital administration, the role of the governing board of a hospital, the dynamics between the hospital administrator and the medical staff, and the unique role of the teaching hospital. The importance of Hospitals, Health and People for today's readers is due in large part to the author's pivotal role in creating the modern-day hospital. Dr. Snoke and others in similar positions played a large part in advocating or forcing change in our hospital system, particularly in recognizing the importance of the nursing profession and the contributions of non-physician professionals, such as psychologists, hearing and speech specialists, and social workers, to the overall care of the patient. Throughout the first chapters, there are also many observations on the factors that are contributing to today's cost of care. Malpractice is just one example. According to Dr. Snoke, "malpractice premiums were negligible in the 1950's and 1960's. In 1970, Yale-New Haven's annual malpractice premiums had mounted to about $150,000." By the time of the first publication of the book, the hospital's premiums were costing about $10 million a year. In the second half of Hospitals, Health and People, Dr. Snoke addresses the national health care system as we've come to know it, including insurance and cost containment; the role of the government in health care; health care for the elderly; home health care; and the changing role of ethics in health care. It is particularly interesting to note the role that Senator Wilbur Mills from Arkansas played in the allocation of costs of hospital-based specialty components under Part B rather than Part A of the Medicare bill. Dr. Snoke comments: "This was considered a great victory by the hospital-based specialists. I was disappointed because I knew it would cause confusion in working relationships between hospitals and specialists and among patients covered by Medicare. I was also concerned about potential cost increases. My fears were realized. Not only have health costs increased in certain areas more than anticipated, but confusion is rampant among the elderly patients and their families, as well as in hospital business offices and among physicians' secretaries." This aspect of Medicare caused such confusion that Congress amended Medicare in 1967 to provide that the professional components of radiological and pathological in-hospital services be reimbursed as if they were hospital services under Part A rather than part of the co- payment provisions of Part B. At the start of his book, Dr. Snoke refers to a small statue, Discharged Cured, which was given to him in the late 1940's by a fellow physician, Dr. Jack Masur. Dr. Snoke explains the significance the statue held for him throughout his professional career by quoting from an article by Dr. Masur: "The whole question of the responsibility of the physician, of the hospital, of the health agency, brings vividly to mind a small statue which I saw a great many years ago.it is a pathetic little figure of a man, coat collar turned up and shoulders hunched against the chill winds, clutching his belongings in a paper bag-shaking, tremulous, discouraged. He's clearly unfit for work-no employer would dare to take a chance on hiring him. You know that he will need much more help before he can face the world with shoulders back and confidence in himself. The statuette epitomizes the task of medical rehabilitation: to bridge the gap between the sick and a job." It is clear that Dr. Snoke devoted his life to exactly that purpose. Although there is much to criticize in our current healthcare system, the wellness concept that we expect and accept today as part of our medical care was almost nonexistent when Dr. Snoke began his career in the 1930's. Throughout his 50 years in hospital administration, Dr. Snoke frequently had to focus on the big picture and the bottom line. He never forgot the importance of Discharged Cured, however, and his book provides us with a great appreciation of how compassionate administrators such as Dr. Snoke have contributed to the state of patient care today. Albert Waldo Snoke was director of the Grace-New Haven Hospital in New Haven, Connecticut from 1946 until 1969. In New Haven, Dr. Snoke also taught hospital administration at Yale University and oversaw the development of the Yale-New Haven Hospital, serving as its executive director from 1965-1968. From 1969- 1973, Dr. Snoke worked in Illinois as coordinator of health services in the Office of the Governor and later as acting executive director of the Illinois Comprehensive State Health Planning Agency. Dr. Snoke died in April 1988. [^] BOOK REVIEW: Landmarks in Medicine - Laity Lectures ------------------------------------------------------- Introduction by James Alexander Miller, M.D. Publisher: Beard Books Softcover: 355 pages List Price: $34.95 Review by Henry Berry Order your own personal copy today at http://bit.ly/1sTKOm6 As the subtitle points out, the seven lectures reproduced in this collection are meant especially for general readers with an interest in medicine, including its history and the cultural context it works within. James Miller, president of the New York Academy of Medicine which sponsored the lectures, states in his brief "Introduction" that this leading medical organization "has long recognized as an obligation the interpretation of the progress of medical knowledge to the public." The lectures collected here succeed admirably in fulfilling this obligation. The authors are all doctors, most specialists in different areas of medicine. Lewis Gregory Cole, whose lecture is "X-ray Within the Memory of Man," is a consulting roentgenologist at New York's Fifth Avenue Hospital. Harrison Stanford Martland is a professor of forensic medicine at New York University College of Medicine. Many readers will undoubtedly find his lecture titled "Dr. Watson and Mr. Sherlock Holmes" the most engrossing one. Other doctor- authors are more involved in academic areas of medicine and teaching. Reginald Burbank is the chairman of the Section of Historical and Cultural Medicine at the New York Academy of Medicine. He lectured on "Medicine and the Progress of Civilization." Raymond Pearl, whose selection is "The Search for Longevity," is a professor of biology at Johns Hopkins University. The authors' high professional standing and involvement in specialized areas do not get in the way of their aim to speak to a general audience. They are all skilled writers and effective communicators. As the titles of some of the lectures noted in the previous paragraph indicate, the seven selections of "Landmarks in Medicine" focus on the human-interest side of medicine rather than the scientific or technological. Even the two with titles which seem to suggest concern with technical aspects of medicine show when read to take up the human-interest nature of these topics. "The Meaning of Medical Research", by Dr. Alfred E. Cohn of the Rockefeller Institute for Medical Research, is not so much about methods, techniques, and equipment of medical research, but is mostly about the interinvolvement of medical research, the perennial concern of individuals with keeping and recovering good health, and social concerns and pressures of the day. "The meaning of medical research must regard these various social and personal aspects," Cohn writes. In this essay, the doctor does answer the questions of what is studied in medical research and how it is studied. And he answers the related question of who does the research. But his discussion of these questions leads to the final and most significant question "for what reason does the study take place?" His answer is "to understand the mechanisms at play and to be concerned with their alleviation and cure." By "mechanisms," Cohn means the natural--i. e., biological--causes of disease and illness. The lay person may take it for granted that medical research is always principally concerned with finding cures for medical problems. But as Cohn goes into in part of his lecture, competition for government grants or professional or public notoriety, the lure of novel experimentation, or research mainly to justify a university or government agency can, and often do, distract medical researchers and their associates from what Cohn specifies should be the constant purpose of medical research. Such purpose gives medicine meaning to humankind. The second lecture with a title sounding as if it might be about a technical feature of medicine, "X-ray Within the Memory of Man," is a historical perspective on the beginnings of the use of x-ray in medicine. Its author Lewis Cole was a pioneer in the development of x-rays in the late 1800s and early1900s. He mostly talks about the development of x-ray within his memory. In doing so, he also covers the work of other pioneers, notably William Konrad Roentgen and Thomas Edison. Roentgen was a "pure scientist" who discovered x-rays almost by accident and at first resented the application of his discovery to practical uses such as medical diagnosis. Edison, the prodigious inventor who was interested only in the practical application of scientific discoveries, and his co-worker Clarence Dally enthusiastically investigated the practical possibilities of the discoveries in the new field of radiation. Dally became so committed to his work in this field that he shortly developed an illness and died. At the time, no on knew about the dangers of prolonged exposure to x-rays. But sensing some connection between his co-worker's untimely death and his work with x-rays, Edison stopped his own investigations. Cole himself became involved in work with x-rays during his internship at Roosevelt Hospital in New York City in 1898 and 1899. His contribution to this important field was in the area of interpretation of what were at the time primitive x-rays and diagnosis of ailments such as tuberculosis and kidney stones. Cole writes in such a way that the reader feels she or he is right with him in the steps he makes in improving the use of x-rays. He adds drama and human interest to the origins of this important medical technology. The lecture "Dr. Watson and Mr. Sherlock Holmes" uses the popular mystery stories of Arthur Conan Doyle to explore the role of medicine in solving crimes, particularly murder. In some cases, medical tests are required to figure out if a crime was even committed. This lecture in particular demonstrates the fundamental role played by medicine in nearly all major areas of society throughout history. The seven collected lectures have broad appeal. All of them are informative and educational in an engaging way. Each is on an always interesting topic taken up by a professional in the field of medicine obviously skilled in communicating to the general reader. The authors seem almost mind readers in picking out the most fascinating aspects of their subjects which will appeal to the lay readers who are their intended audience. While meant mainly for lay persons, the lectures will appeal as well to doctors, nurses, and other professionals in the field of medicine for putting their work in a broader social context and bringing more clearly to mind the interests, as well as the stake, of the public in medicine. ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2016. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000 or Nina Novak at 202-362-8552. *** End of Transmission ***