/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/170116.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, January 16, 2017, Vol. 21, No. 15 Headlines 1041 LITTLE EAST: Wants to Use Bank of Hope Cash Collateral 1263 INVESTORS: Disclosures OK'd; Plan Hearing on Feb. 16 510 MAIN STREET: Taps Steiner & Blotnik as Legal Counsel 961-969 WESTCHESTER: Creditors To Be Paid From Sale Proceeds ACHAOGEN INC: Baker Bros., et al., Hold 13.1% Stake as of Dec. 31 ADAMIS PHARMACEUTICALS: 2017 Bonus Plan & Performance Goals Okayed ADAMIS PHARMACEUTICALS: Sabby Reports 4.5% Stake ADVANCED SOLIDS: Selling Furniture on Consignment with H. Lancaster ADVANTAGE AVIATION: AAT II Unsecureds to be Paid 30% Under Plan ALLEGHENY ENERGY: S&P Lowers ICR to 'B+', Still on Watch Developing ALLEN ACADEMY: S&P Lowers 2013 Bonds Rating to D on Missed Payment ALLEN BROTHERS: Unsecureds To Recoup 100% Over 60 Months ALON USA: S&P Affirms 'B+' Corp. Credit Rating, Outlook Stable ALTA MESA: Moody's Raises Corp. Family Rating to B3 AMERICAN APPAREL: Bankruptcy Deal Leaves Retail Future in Doubt AMERICAN BATH: S&P Affirms 'B' CCR on Proposed Acquisition of Maax AMPLIPHI BIOSCIENCES: Sabby Reports 8.6% Stake as of Dec. 31 ANDERSON UNIVERSITY: Fitch Assigns 'BB' Rating on $34.6MM Bonds APOLLO ENDOSURGERY: H.I.G. Ventures, et al., Hold 13.6% Stake ARCHITEL SYSTEMS: Jan. 24 Hearing on Chapter 15 Recognition Bid ARM VENTURES: Disclosure Statement Hearing Set for Feb. 8 AXIOM WORLDWIDE: Directed to File Plan, Disclosures Before March 13 AZURE MIDSTREAM: S&P Affirms 'CCC+' Issue Level Rating B&L EQUIPMENT: Unsecureds to be Paid 100% Under Committee Plan BAIA LLC: Can Use SF IV Bridge IV Cash Collateral Until Jan. 31 BARBARA RUSSO: Selling 51% Interest in LA Property for $1.9 Million BAY CIRCLE: Can Use Up to $25,810 Cash for Examiner Fees BC EQUITY: S&P Withdraws 'BB-' Rating on $75MM Bridge Loan BIG APPLE CIRCUS: Sale of Walden Property to Polich for $2.5M OK'd BIG APPLE CIRCUS: Stampler to Auction Circus Assets on Feb. 7 BILTMORE 24 INVESTORS: U.S. Trustee Unable to Appoint Committee BIODATA MEDICAL: Resolves Issues With UST Over Yaspan Employment BIODATA MEDICAL: Seeks to Hire Muhammad Khilji as Accountant BON-TON STORES: 2016 Holiday Comparable Store Sales Dropped 3.1% BOWER CONTRACTING: U.S. Trustee Unable to Appoint Committee BROUGHER INC: Seeks Court Approval of Use of TBK Bank Cash BROWN JORDAN: Moody's Assigns B2 CFR & Rates New $160MM Loan B2 BROWN JORDAN: S&P Assigns 'B' CCR on Moderate Debt Leverage CAMERON KUHN: Orlando Developer Files Bankruptcy With $22.8M Debt CAROLINA MOLD: Hires Ivey, McClellan, Gatton & Siegmund as Attorney CAROLLO BAR: Hearing on Approval of Disclosures Set For Feb. 21 CASELLA WASTE: Moody's Assigns Caa1 to $25MM FAME Bonds CASELLA WASTE: S&P Assigns 'CCC+' Rating on Proposed $25MM Bonds CHICAGO PUBLIC SCHOOLS: Liquidity Crisis Worsens, Moody's Says CLAIRE'S STORES: Units Ink $50M Credit Pact with Angelo Gordon CLAYTON WILLIAMS: Director Resignation Triggers Listing Deficiency CLINICA SANTA ROSA: Wants Premium Financing from IPFS Corporation CLUB VILLAGE: Seeks to Hire Akerman as Special Counsel COATES INTERNATIONAL: Issues $43,000 Promissory Notes to Power Up COMPANION DX: Plan Disclosures Hearing Set for Feb. 14 COOK INVESTMENTS: U.S. Trustee Unable to Appoint Committee CREEKSIDE CANCER: Seeks to Hire Anderson & Whitney as Accountant CRISTALEX INC.: Hires Falcon-Sanchez & Associates as Accountant CRYSTAL LAKE GOLF: Wants to Continue Using Cash Collateral DAMAR HOLDINGS: Voluntary Chapter 11 Case Summary DE-TECH COLLISION: Seeks to Hire Skillman Group as Accountant DEAN YOUNG: Court Approves Disclosure Statement DIADEM ENTERPRISES: Hires McWhorter, Cobb & Johnson as Counsel DRAFT CONTRACTING: Unsecureds to be Paid Over 5 Yrs., Plus 2.5% DTEK FINANCE: Hearing Tomorrow on Chapter 15 Recognition Bid DUBLIN SCHOOL: S&P Puts GO Debt's 'BB+' Rating on CreditWatch Neg. ESPLANADE HL: Can Continue Using First Midwest Cash Collateral ESSAR STEEL: Conglomerate Faces $1-Bil. Suit from Minnesota Unit ESSENTIAL LIVING: Hires Hiramatsu as Financial Consultants ESSENTIAL LIVING: Sale of Assets to Terraholdings for $1.8M Okayed ETERNAL ENTERPRISE: Can Continue Using Hartford Cash Collateral ETERNAL ENTERPRISE: Can Use Cash Collateral to Pay A.D. Property EXCELLENCE HOLDING: Seeks to Hire Hurley Rogner as Special Counsel EXCELLENCE HOLDING: Taps Success Investment as Real Estate Broker FIRST PHOENIX-WESTON: Sabra Wants to Terminate Exclusivity Period FIRSTENERGY SOLUTIONS: Fitch Assigns 'CC' LT Issuer Default Rating FLORIDA MOVING: Unsecureds To Recoup 15% in 5 Years Under Plan FOUNTAINS OF BOYNTON: Unsecureds To Be Paid in Full Under Plan FRYMIRE SERVICES: Files Ch. 11 Plan of Liquidation GASTAR EXPLORATION: Declares Special Cash Dividends on Pref. Stock GEORGINA LLC: Asks Court to Approve Disclosure Statement GIBLET INC: Wants to Use Colorado DOR Cash Collateral GOLDEN MARINA: Wisconsin Gas Buying Greenfield Properties for $4M GRACE GEMS GALLERIA: Claimant Opposes Approval of Plan Outline GREAT BASIN: Amends Form S-1 Preliminary Prospectus with SEC GREAT BASIN: Sabby Healthcare Owns 9.9% Equity Stake as of Dec. 31 GULFMARK OFFSHORE: Purchase Pact with MFP & Franklin Canceled HANISH LLC: Can Use Phoenix NPL Cash Collateral on Final Basis HARO INVESTMENT: Unsecureds to Get Full Payment, Plus 4% HENSON MECHANICAL: Can Use Brand Banking Cash on Interim Basis HIGHLANDS OF MEMPHIS: Can Continue Using Existing Bank Accounts ICAHN ENTERPRISES: S&P Affirms 'BB+' ICR Over Rights Offering INNOVATIVE OBJECTS: Unsecureds To Be Paid Monthly Over Seven Yrs. INT'L SHIPHOLDING: Plan Confirmation Hearing Set for February 1 INTELLICELL BIOSCIENCES: YA II PN Reports 9.9% Stake as of Dec. 31 INTOWN COMPANIES: Feb. 23 Plan Confirmation Hearing INTOWN COMPANIES: Trade Creditors To Recover 100% Over 5 Years IOWA HEALTHCARE: Marshalltown Hospital Sale Moves Forward J&A REAL ESTATE: Unsecured Creditors to be Paid 100% in 60 Months JEFFREY L. MILLER: Can Use Private Financing Alternatives Cash JOINT VENTURE DEV'T: Trustee Seeks to Hire Robinson as Realtor JOSEPH SLABY: J&K Buying Arcadia Property for $925K KEMET CORP: Royce & Associates Reports 8% Stake as of Dec. 31 KEN'S CUSTOM: Seeks Authorization to Use Ridgestone Cash Collateral KLN MANUFACTURING: To Close Local Operations in February LB VENTURES: Seeks Authority to Use Cash Collateral LB VENTURES: Taps Parker & Associates as Legal Counsel LEADER INDUSTRIES: U.S. Trustee Unable to Appoint Committee LEGEND OIL: Hillair Capital Holds 76.6% Equity Stake as of Jan. 9 LEVEL 8 APPAREL: Court Allows Use of IRS Cash Collateral LOPEK COMPANIES: Allowed to Use Cash Collateral on Final Basis LUKE'S INCORPORATED: Feb. 14 Disclosure Statement Hearing MAHI LLC: Disclosures Okayed, Plan Hearing on Jan. 31 MARETTE PACE: McNairs Buying Las Vegas Property for $190K MCCLATCHY CO: Inks Deal to Sell & Lease Back Real Properties MCCLATCHY CO: Royce & Assoc Holds 12.5% CL-A Shares as of Dec. 31 MEDIACOM ILLINOIS: Moody's Assigns Ba2 Rating to $500MM Loan K MEDIACOM LLC: S&P Assigns 'BB+' Rating on Proposed $500MM Loan MEG ENERGY: Moody's Hikes CFR to B3 & Unsec Notes Rating to Caa2 MELODY GOOD GIRL: Directed to File Plan, Disclosures Before April 6 MELODY GOOD GIRL: U.S. Trustee Unable to Appoint Committee METCOM NETWORK: Epsilon Buying All Assets for $3.7 Million MIDWEST ASPHALT: Case Summary & 20 Largest Unsecured Creditors MINI MASTER: Hires Luis R. Carrasquillo & Co. as Fin'l Consultant MY-WAY TRADING: U.S. Trustee Unable to Appoint Committee NAUGHTON PLUMBING: U.S. Trustee Unable to Appoint Committee NAVISTAR INT'L: Moody's Assigns Caa1 to $200MM Unsec. Notes Add-On NEOVIA LOGISTICS: S&P Lowers CCR to 'CC' & Puts on Watch Neg. NEVADA GAMING: U.S. Trustee Forms Three-Member Committee NEW YORK CRANE: Bernadette Panzella Tries To Block Disclosures OK NORTEL NETWORKS: Solus, PointState Try To Block Disclosures OK NORTH CENTRAL FLORIDA YMCA: Wells Fargo Wants to Prohibit Cash Use NORTH CENTRAL YMCA: Wants to Use Wells Fargo Cash Collateral NUTRITION RUSH: EOS Buying Equipment for $22K OLIVE BRANCH: Seeks to Use Porrazzo, Bascom Cash Collateral OLYMPIA OFFICE: U.S. Trustee Unable to Appoint Committee PALMER FARMS: Unsecureds To Get Pro Rata Share from $10K/Yr. Funds PALOSKI SALON: Unsecureds To Get 100% Over 10 Years PARADISE MEDSPA: U.S. Trustee Unable to Appoint Committee PAROLE BESTGATE: Can Use Elizon DB Cash Collateral Until Feb. 28 PEABODY ENERGY: Newport Buying DTA Ownership Interest for $10M PELICAN INLET: Disclosure Statement Conditionally Approved PENN GAMING: Moody's Assigns B2 Rating to New $400MM Unsec. Notes PENN NATIONAL: S&P Assigns 'B+' Rating on New $400MM Unsec. Notes PETROQUEST ENERGY: MacKay Shields Holds 7.7% Stake as of Dec. 31 PIONEER BREAKER: Can Continue Using JPMorgan Cash Collateral PIONEER CARRIERS: Taps Baker & Associates as Legal Counsel PRESTIGE BRANDS: S&P Affirms 'B+' CCR, Off CreditWatch Negative RADIOSHACK CORP: Former Lender Starts Firm to Bet on Retail Turmoil RENNOVA HEALTH: Sabby Healthcare Reports 3.8% Stake as of Dec. 31 RESCUE ONE: Seeks Authorization to Use IRS Cash Collateral REVOLVE SOLAR: CED Objects To Disclosure Statement REVOLVE SOLAR: Fleet Staff Objects To Disclosure Statement RIDGEVILLE PLAZA: Can Use Cash Collateral Until Jan. 31 RIVERWOOD GAS: Taps Orantes Law Firm as Legal Counsel ROOMSTORES OF PHOENIX: Feb. 21 Plan Confirmation Hearing SANTA ROSA ANIMAL: Can Use Bank of America Cash on Final Basis SC CONCRETE: Disclosures Okayed, Plan Hearing on Jan. 25 SCRIPSAMERICA INC: U.S. Trustee Disbands Creditors' Committee SEARS HOLDINGS: ESL Partners Reports 55.9% Stake as of Jan. 11 SEARS HOLDINGS: To Sell Craftsman Brand to Stanley Black for $900M SEATRUCK INC: Can Continue Using Cash Collateral Through March 6 SHORELINE ENERGY: Feb. 10 Plan, Disclosure Statement Hearing SKYLINE CORP: Incurs $595,000 Net Loss in Second Quarter SOUTHCROSS ENERGY: EIG BBTS Indirectly Own 71.7% of Common Units SOUTHCROSS ENERGY: Southcross Holdings Reports 71.7% Common Units SOUTHCROSS HOLDINGS: S&P Affirms 'CCC+' Issue Level Rating on Debt SPD LLC: Can Use South Side Trust Cash Collateral Until April 1 SPI ENERGY: Announces Global Headquarters Address SPRINT COMMUNICATIONS: S&P Rates Proposed $3.5BB Facility 'BB-' SQN HELO 5: U.S. Trustee Unable to Appoint Committee STEINY AND COMPANY: Court Allows Use of IRS Cash Collateral TAMARACK CONDOMINIUM: Plan Confirmation Hearing on Feb. 21 TATOES LLC: Wants to Continue Using of RAF Cash Collateral TEAM HEALTH: Blackstone Financing Changes No Impact on Moody's CFR TEAM HEALTH: Fitch Assigns 'B-' Rating on $1.015BB Unsec. Notes TLC EDUCATION: Revises Application to Hire Hellmuth as Counsel TRANSDIGM INC: S&P Assigns 'B' Rating on Proposed $1.228BB Loan TRANSMAR COMMODITY: Wants to Use Cash Collateral Until March 31 TURNER TREE: Second Amended Disclosure Statement Approved TUSCANY ENERGY: Has Until Feb. 10 to Use Armstrong Bank Cash UGHS SENIOR LIVING: Ch. 7 Conversion, Ch. 11 Trustee Sought UP FIELDGATE: Can Use Bancorp Bank Cash Collateral on Interim Basis USA DISCOUNTERS: Liquidating Plan to Pay Unsecureds Up to 7% VALUEPART INC: Allowed to Continue Using Cash Collateral VANGUARD HEALTHCARE: HFS Files Limited Objection To Plan Outline VENUS HOSPITALITY: Unsecureds To Get $18,000 Under Plan VESCO CONSULTING: Authorized to Use Cash Collateral Until June 30 WGC INC: Unsecured Creditors To Get $0 Under Plan WORLD OF DISCOVERY: Unsecureds to be Paid 17.5% Over 3 Years XTERA COMMUNICATIONS: Taps Epiq as Administrative Advisor YIELD10 BIOSCIENCE: Director Matthew Strobeck Resigns [*] Schulte Roth & Zabel Announces Promotions of Attorneys [^] BOND PRICING: For the Week from January 9 to 13, 2017 ********* 1041 LITTLE EAST: Wants to Use Bank of Hope Cash Collateral ----------------------------------------------------------- 945 Little East Neck Road, LLC, 956 Little East Neck Road, LLC, and 1041 Little East Neck Road, LLC ask the U.S. Bankruptcy Court for the Eastern District of New York, to approve their Stipulation with Bank of Hope, allowing the Debtors to use cash collateral. Bank of Hope asserts a prepetition claim against the Debtors in the principal amount of $294,965, pursuant to a loan and security agreement. Bank of Hope also asserts a lien and security interest in all of the Debtors' assets to secure the debt. The Debtors tell the Court that in order to continue the operation of their businesses, they must pay costs and expenses necessary to operate their businesses and preserve and maintain their businesses, including, wages, salaries, rent, supplies and other expenses. The Stipulation provides that the Debtors are allowed to use cash collateral: (1) in the ordinary course of their businesses for payment of expenses incurred, or to be incurred in the ordinary course; (2) for payment of any filing fees or United States Trustee fees, in connection with the cases; and (3) for payment of any professional fees and expenses, to the extent allowed in the case. The Stipulation grants Bank of Hope a continuing postpetition security interest in all of the assets of the Debtors and all substitutions therefore, which are created, acquired and in which the Debtors obtain an interest subsequent to the Petition Date. The Debtors are obligated to make monthly adequate protection payments in the amount of $6,440 to Bank of Hope, until the maturity of the pertinent loan on May 28, 2017, or such time as each of the Debtors' cases has resulted in confirmation of a Chapter 11 Plan, dismissal, or conversion to a case under Chapter 7, whichever is earlier. The Debtor will be authorized to use cash collateral until the maturity of the pertinent loan on May 28, 2017, or such time as each of the Debtors' cases has resulted in confirmation of a Chapter 11 Plan, dismissal, or conversion to a case under Chapter 7, whichever is earlier. A full-text copy of the Debtors' Motion, dated Jan. 9, 2017, is available at http://bankrupt.com/misc/945LittleEast2016_81674896las_19.pdf A full-text copy of the Stipulation, dated Jan. 9, 2017, is available at http://bankrupt.com/misc/945LittleEast2016_81674896las_19_1.pdf Bank of Hope is represented by: Tae H. Whang, Esq. LAW OFFICE OF TAE H. WHANG, ESQ. 185 Bridge Plaza North, Suite 201 Fort Lee, NJ 07024 Telephone: (201) 461-0300 945 Little East Neck Road, LLC, 956 Little East Neck Road, LLC, and 1041 Little East Neck Road, LLC, are represented by: Craig D. Robins, Esq. 35 Pinelawn Rd., Suite 218-E Melville, NY 11747 Telephone: (516) 496-0800 About 1041 Little East Neck Road 1041 Little East Neck Road LLC, 945 Little East Neck Road LLC and 956 Little East Neck Road LLC are New York limited liability companies, each engaged in the business of operating a different gasoline service station along a stretch of Little East Neck Road, West Babylon, New York. The Debtors have owned these businesses since 2005. Each gas station primarily sells gas, but like most gas stations today, each also sells convenience store items such as beverages, cigarettes, snacks and lottery tickets. In addition, one of the gas stations, 956 Little East Neck Road, has mechanic bays which that Debtor rents out. 1041 Little East Neck Road, et al., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case Nos. 16-74896 to 16-74898) on Oct. 20, 2016. The petitions were signed by Muhammet Ozen, member. The cases are assigned to Judge Robert E. Grossman. At the time of the filing, 1041 Little East disclosed $554,177 in assets and $1,240,000 in liabilities. 945 Little East reported total assets of $361,256 and total debts of $1.19 million. Meanwhile, 956 Little East disclosed $173,539 in assets and $1.02 million in liabilities. The Debtors are represented by Craig D. Robins, Esq. 1263 INVESTORS: Disclosures OK'd; Plan Hearing on Feb. 16 --------------------------------------------------------- The Hon. Ronald H. Sargis of the U.S. Bankruptcy Court for the Eastern District of California has approved 1263 Investors, LLC's disclosure statement dated Oct. 9, 2016, referring to the Debtor's amended plan of reorganization dated Oct. 9, 2016. The hearing on confirmation of the Plan is set for Feb. 16, 2017, at 11:30 a.m. Feb. 10, 2017, is the deadline for filing objections to the confirmation of the Plan. The plan proponent will file and serve its argument and evidence in support of confirmation, replies to any opposition, and a ballot tabulation, no later than Feb. 13, 2017. As reported by the Troubled Company Reporter on Oct. 19, 2016, the Debtor submitted to the Court the Amended Disclosure Statement in support of its First Amended Plan of Reorganization. The Debtor relates that payments and distributions under the Plan will be funded by the sale of real property. All sales contemplated by the Plan will be completed within 60 months of the Plan Effective Date. It is the intention of the Debtor to complete these sales in much less time. About 1263 Investors 1263 Investors, LLC, sought Chapter 11 protection (Bankr. E.D. Cal. Case No. 16-90002) on Jan. 6, 2016. The Debtor estimated both assets and liabilities in the range of $500,000 to $1 million. Stephen M. Reynolds, at Reynolds Law Corp., serves as counsel to the Debtor. The petition was signed by Daniel J. Shaw, the company manager. 510 MAIN STREET: Taps Steiner & Blotnik as Legal Counsel -------------------------------------------------------- 510 Main Street, Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of New York to hire legal counsel. The Debtor proposes to hire Steiner & Blotnik, P.C. to give advice regarding its duties under the Bankruptcy Code, and provide other legal services related to its Chapter 11 case. Richard Steiner, Esq., and M. Kreag Ferullo, Esq., the attorneys designated to represent the Debtor, will be paid $225 per hour and $175 per hour, respectively. Mr. Steiner disclosed in a court filing that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. Steiner & Blotnik can be reached through: Richard Steiner, Esq. Steiner & Blotnik, P.C. 300 Delaware Avenue Buffalo, NY 14202 Phone: (716) 847-6500 Email: rsteiner@steinerblotnik.com About 510 Main Street 510 Main Street, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D.N.Y. Case No. 16-12400) on December 1, 2016. The petition was signed by Steven V. Krastev, owner. The case is assigned to Judge Michael J. Kaplan. At the time of the filing, the Debtor disclosed $7,252 in assets and $1.13 million in liabilities. 961-969 WESTCHESTER: Creditors To Be Paid From Sale Proceeds ------------------------------------------------------------ 961-969 Westchester Avenue Corp. filed with the U.S. Bankruptcy Court for the Southern District of New York its third amended disclosure statement describing its fifth amended plan of reorganization, dated Jan. 6, 2017. The Debtor owns a vacant parcel of property located 961-969 Westchester Avenue, in Bronx, New York, which is adjacent to a developed property owned by the Debtor's principal, Janet Bhoopsingh. Class 3 consists of the allowed secured claim of Rusi Holding Corp. secured by a mortgage on the Property. The Debtor has agreed that the claim is allowed and is permitted to Credit Bid its Allowed Claim at the Auction Sale. The claim is approximately $660,000, including postpetition legal fees of $65,000. Rusi will be paid it Allowed Claim in full from the proceeds of the Sale of the Property after payment of the claims of Classes 1 and 2 (and the payment of the Maltz Auctioneer fees through a Buyer's Premium) or through its Credit Bid if it is the Successful Bidder. This class is unimpaired in that it is being its full Allowed Claim and may not vote on the Plan. Class 4: The Debtor entered into a Stipulation with Fox y Garcia pursuant to which a late claim shall be deemed timely filed subject to a determination by the State Court as to the merits of the litigation involving Fox y Garcia. The creditor will be paid its Allowed Claim from the proceeds of the Sale of the Property after payment of all prior classes and the administrative expenses and other costs in this case. This class is impaired and may vote on the Plan. All creditors will be paid from the proceeds of sale in order of priority. Rusi filed a claim in the amount $578,242.85 and has been receiving $4,000 per month during this Chapter 11 case. All other creditors will be paid 100% of their Allowed claims from the proceeds of the Sale of the Property if there is sufficient monies available in the order of priority. A full-text copy of the Third Amended Disclosure Statement is available at: http://bankrupt.com/misc/nysb15-12869-125.pdf About 961-969 Westchester Avenue 961-969 Westchester Avenue Corp. filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 15-12869) on Oct. 26, 2015, estimating its assets and liabilities at between $1 million and $10 million each. Judge Shelley C Chapman presides over the case. 961-969 Westchester Ave. Corp. is headquartered in Bronx, New York. ACHAOGEN INC: Baker Bros., et al., Hold 13.1% Stake as of Dec. 31 ----------------------------------------------------------------- Baker Bros. Advisors LP, Baker Bros. Advisors (GP) LLC, Felix J. Baker and Julian C. Baker disclosed in a Schedule 13G filed with the Securities and Exchange Commission that as of Dec. 31, 2016, they beneficially own 4,582,382 shares of common stock, par value $0.001 per share, of Achaogen, Inc., representing 13.1 percent based on 34,926,400 shares of common stock outstanding as of Dec. 19, 2016, as reported in the Issuer's Prospectus filed with the SEC on Dec. 14, 2016. A full-text copy of the regulatory filing is available for free at https://is.gd/n5Ck0f 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. ADAMIS PHARMACEUTICALS: 2017 Bonus Plan & Performance Goals Okayed ------------------------------------------------------------------ The Compensation Committee of the Board of Directors of Adamis Pharmaceuticals Corporation approved the Company's 2017 Bonus Plan and approved the corporate performance goals for 2017 under the Plan. The Plan is substantially similar to the 2016 Bonus Plan approved last year with respect to the 2016 year. The terms of the Plan generally establish for each level of Company employee, including the Company's executive officers but excluding the Company's field sales employees, a target cash bonus amount, expressed as a percentage of base salary. Bonus payments will be based on an evaluation by the Compensation Committee of the Company's achievement of corporate performance goals and, where applicable, individual performance goals or other goals applicable to an individual, for the relevant year. The corporate performance goals for 2017 include the achievement of performance targets and business goals tied to the Company's financial results, capital raising and strategic activities, clinical development and regulatory filings and approvals, clinical trials and product development activities. About Adamis San Diego, Calif.-based Adamis Pharmaceuticals Corporation (OTC QB: ADMP) is a biopharmaceutical company engaged in the development and commercialization of specialty pharmaceutical and biotechnology products in the therapeutic areas of respiratory disease, allergy, oncology and immunology. Adamis reported a net loss of $13.6 million on $0 of revenue for the year ended Dec. 31, 2015, compared to a net loss of $9.31 million on $0 of revenue for the year ended Dec. 31, 2014. As of Sept. 30, 2016, the Company had $36.74 million in total assets, $11.98 million in total liabilities and $24.76 million in total stockholders' equity. Mayer Hoffman McCann P.C., in San Diego, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has incurred recurring losses from operations, and is dependent on additional financing to fund operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. ADAMIS PHARMACEUTICALS: Sabby Reports 4.5% Stake ------------------------------------------------ As disclosed in an amended Schedule 13G filed with the Securities and Exchange Commission, (i) Sabby Healthcare Master Fund, Ltd. and Sabby Volatility Master Fund, Ltd. beneficially own 969,300 and 646,200 shares of the Issuer's common stock (Common Stock), respectively, representing approximately 4.49% and 2.99% of the Common Stock, respectively, and (ii) Sabby Management, LLC and Hal Mintz each beneficially own 1,077,083 shares of the Common Stock, representing approximately 4.99% of the Common Stock. Sabby Management, LLC, and Hal Mintz do not directly own any shares of Common Stock, but each indirectly owns 1,077,083 shares of Common Stock. Sabby Management, LLC, a Delaware limited liability company, indirectly owns 1,077,083 shares of Common Stock because it serves as the investment manager of Sabby Healthcare Master Fund, Ltd. and Sabby Volatility Warrant Master Fund, Ltd., Cayman Islands companies. Mr. Mintz indirectly owns 1,077,083 shares of Common Stock in his capacity as manager of Sabby Management, LLC. A full-text copy of the regulatory filing is available at: https://is.gd/H8cTVs About Adamis San Diego, Calif.-based Adamis Pharmaceuticals Corporation (OTC QB: ADMP) is a biopharmaceutical company engaged in the development and commercialization of specialty pharmaceutical and biotechnology products in the therapeutic areas of respiratory disease, allergy, oncology and immunology. Adamis reported a net loss of $13.6 million on $0 of revenue for the year ended Dec. 31, 2015, compared to a net loss of $9.31 million on $0 of revenue for the year ended Dec. 31, 2014. As of Sept. 30, 2016, the Company had $36.74 million in total assets, $11.98 million in total liabilities and $24.76 million in total stockholders' equity. Mayer Hoffman McCann P.C., in San Diego, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has incurred recurring losses from operations, and is dependent on additional financing to fund operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. ADVANCED SOLIDS: Selling Furniture on Consignment with H. Lancaster ------------------------------------------------------------------- Advanced Solids Control, LLC, asks the U.S. Bankruptcy Court for the Western District of Texas to authorize the sale of personal property pursuant to a Consignment Agreement with H. Lancaster Co. The asset proposed to be sold is personal property described as residential furniture from multiple rental properties the Debtor owns in New Mexico. The real properties are being sold and the furniture must be liquidated. The Debtor believes that the furniture is worth approximately $45,000; the residential furniture is not subject to any liens or claims to creditors. The Debtor proposes to sell the personal property pursuant to a Consignment Agreement with H. Lancaster. Pursuant to the Consignment Agreement, the Debtor is to receive 70% of the gross sales proceeds. The Consignment Agreement is for a term of 90 days (from Jan. 3, 2017), and payment is due to the Debtor within 30 days from the sale of the item(s). The Debtor is requesting that the sale of the furniture pursuant to the Consignment Agreement be free and clear of all liens, claims and encumbrances. The proceeds from the sale will be used by the Debtor in its reorganization efforts/payment of creditors of the Estate. A copy of the Consignment Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Advanced_Solids_30_Sales.pdf The Debtor believes that the proposed sale of the furniture will generate a reasonable value based upon the asset proposed to be sold and its marketability. Accordingly, the Debtor asks the Court to authorize the sale of the personal property free and clear of all liens, claims and encumbrances pursuant to the Consignment Agreement with H. Lancaster. About Advanced Solids Control Advanced Solids Control, LLC, is an oilfield service company specializing in solids control for land-based oil and gas drilling operations. Advanced Solids sought Chapter 11 protection (Bankr. W.D. Tex. Case No. 16-52748) on Dec. 2, 2016. The petition was signed by W. Lynn Frazier, managing member. The Debtor estimated assets in the range of $0 to $50,000 and $500,001 to $1,000,000 in debt. The Debtor tapped William R. Davis, Jr., Esq., at Langley & Banack, Inc. as counsel. ADVANTAGE AVIATION: AAT II Unsecureds to be Paid 30% Under Plan --------------------------------------------------------------- Advantage Aviation Technologies, Inc., and Advantage Aviation Technologies II, LLC, filed with the U.S. Bankruptcy Court for the Northern District of Texas their proposed plan to exit Chapter 11 protection. Under the restructuring plan, holders of Class 1 general unsecured claims against AAT will not receive a distribution from the company and instead must look to AAT II, if applicable. Class 9 general unsecured creditors of AAT II, which hold $851,302 in claims, will recover 30% of their claims. Each holder of Class 9 claim that is allowed, but only to the extent allowed, will receive payment on a pro rata basis. Each will receive its pro rata share of $210,000 in cash. Both companies will contribute cash in the amounts of $30,000 in 2017, $60,000 in 2018, and $120,000 in 2019, to fund the payments. Class 9 claims are impaired under the restructuring plan. The payments to be made in cash under the terms of the plan will be funded from cash on hand as of the effective date of the plan, cash generated from the ongoing operations of the companies, according to the disclosure statement filed on Dec. 28, 2016. A copy of the disclosure statement is available for free at: http://bankrupt.com/misc/AviationTechnologies_DS12282016.pdf The Debtors are represented by: Rakhee V. Patel, Esq. Annmarie Chiarello, Esq. Winstead PC 500 Winstead Building 2728 N. Harwood Street Dallas, TX 75201 Phone: (214) 745-5400 Fax: (214) 745-5390 Email: rpatel@winstead.com About Advantage Aviation Advantage Aviation Technologies, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N. D. Texas Case No. 16-30633) on February 12, 2016. On May 15, 2016, Advantage Aviation Technologies II, LLC filed Chapter 11 petition (Bankr. N. D. Texas Case No. 16-31973). The cases are jointly administered under Case No. 16-30633). At the time of the filing, AATII estimated its assets and debts at $1 million to $10 million. ALLEGHENY ENERGY: S&P Lowers ICR to 'B+', Still on Watch Developing ------------------------------------------------------------------- S&P Global Ratings said it lowered its issuer credit ratings on Allegheny Energy Supply Co. LLC and Allegheny Generating Co. to 'B+' from 'BB-'. The ratings remain on CreditWatch with developing implications. At the same time, S&P lowered its issue-level rating on Allegheny Energy Supply's secured debt to 'BB' from 'BB+'. The '1' recovery rating on the secured debt is unchanged, reflecting S&P's expectation of very high (90%-100%) recovery in the event of default. In addition, S&P affirmed its 'BB-' issue-level rating on the companies' unsecured debt and revised the recovery rating on the debt to '2' from '3'. The '2' recovery rating reflects S&P's expectation of substantial (70%-90%; higher half of the range) in the event of default. The ratings remain on CreditWatch with developing implications. In addition, S&P has raised the rating on the company's $73.5 million solid waste disposal refunding revenue bonds due 2037 (guaranteed by Monongahela Power) to 'BBB-' from 'BB+' and removed the rating from CreditWatch with developing implications, where S&P had placed it on Nov. 4, 2016. S&P also withdrew the 'AA-' rating and stable outlook on the company's $9.3 million 5.50% pollution control revenue (Allegheny Energy Supply Co. LLC) bonds series 1999E due 2029, because the bonds have been repaid. "The CreditWatch placement reflects the recent announcement of the sale of several key generating assets," said S&P Global Ratings credit analyst Michael Ferguson. "While this could also decrease debt somewhat concurrently and contribute to stronger ratios, it could significantly limit the scale of the generator and lead to substantial reliance on a few coal assets. We expect to resolve the CreditWatch placement when we have more details about the forthcoming sales in the next 60 days." ALLEN ACADEMY: S&P Lowers 2013 Bonds Rating to D on Missed Payment ------------------------------------------------------------------ S&P Global Ratings lowered its long-term rating to 'D' from 'CC' on Allen Academy, Mich.'s series 2013 public school academy revenue bonds. "The downgrade to default reflects our view of the school's missed payment on its bonds due Dec. 1, 2016," said S&P Global Ratings credit analyst Ryan Quakenbush. "We expected that the bonds would likely default within the 24 months of the school's closure in May 2016, given that the charter school lost access to operating revenue once the charter was revoked," Mr. Quakenbush added. The charter authorizer, Ferris State University, voted unanimously for non-renewal of the school's charter in May 2016. The academy did not secure another authorizer and subsequently closed its doors at the end of June 2016. ALLEN BROTHERS: Unsecureds To Recoup 100% Over 60 Months -------------------------------------------------------- Allen Brothers Timber Company, Inc., filed with the U.S. Bankruptcy Court for the Middle District of North Carolina a disclosure statement for the Debtor's plan of reorganization dated Jan. 9, 2017. General unsecured creditors are classified in Class 15, and will receive a distribution of 100% of their allowed claims -- totaling $47,544.63 -- to be distributed over a 60-month period. The holders will get a monthly payment of $792.41 starting on the 20th day of the first full month following plan confirmation, until 60 total payments are made. This Plan of Reorganization contemplates payments to the various classes of creditors using income derived from the continued operations of the Debtor's business. The Debtor anticipates that it will have adequate cash available from the business to make all periodic payments which are required by the Plan of Reorganization on a timely basis. The Disclosure Statement is available at: http://bankrupt.com/misc/ncmb16-10656-67.pdf About Allen Brothers Timber Co. Allen Brothers Timber Company, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. N.C. Case No. 16-10656) on June 28, 2016. The petition was signed by Richard Clayton Allen, president. The case is assigned to Judge Lena M. James. At the time of the filing, the Debtor estimated its assets at $100,000 to $500,000, and debts at $1 million to $10 million. The Debtor is represented by Ivey, McClellan, Gatton & Siegmund LLP. The Debtor proposes to hire Oz Queen CPA PA. ALON USA: S&P Affirms 'B+' Corp. Credit Rating, Outlook Stable -------------------------------------------------------------- S&P Global Ratings said it affirmed its 'B+' corporate credit rating on variable master limited partnership (MLP) Alon USA Partners L.P. The rating outlook is stable. The 'BB-' issue-level rating and '2' recovery rating on the partnership's senior secured notes are unchanged. The '2' recovery rating reflects S&P's expectation of substantial (70% to 90%; lower half of the range) recovery in the event of a payment default. "The stable rating outlook reflects our view that the announced transaction will not immediately affect Alon's credit quality," said S&P Global Ratings credit analyst Mike Llanos. "It also reflects our view that we expect the partnership will generate refining margins of about $12 per barrel, resulting in adjusted debt to EBITDA of about 2x, while maintaining adequate liquidity." S&P could consider lower ratings if adjusted leverage is sustained above 3.5x. This could occur if refining margins significantly deteriorate below S&P's midcycle assumptions due to weak crack spreads (i.e., the difference between crude oil and refined product prices), operational underperformance, or if liquidity weakens. S&P could consider higher ratings as Delek's strategy related to Alon's future organizational and capital structure evolves, which may result in improved scale while maintaining adjusted debt leverage below 2x under midcycle conditions. ALTA MESA: Moody's Raises Corp. Family Rating to B3 --------------------------------------------------- Moody's Investors Service upgraded Alta Mesa Holdings, LP's Corporate Family Rating (CFR) to B3 from Caa2 and Probability of Default Rating (PDR) to B3-PD from Caa2-PD. At the same time, Moody's affirmed Alta Mesa's Caa1 senior unsecured notes rating and SGL-3 Speculative Grade Liquidity Rating. The rating outlook is stable. This concludes Moody's ratings review for upgrade that was initiated on November 30, 2016 upon Alta Mesa's announcement to recapitalize. Alta Mesa received $300 million of equity in December 2016 which it used to repay $125 million of second lien term loan and a substantial portion of its revolving credit facility. Also in December 2016, the company issued $500 million of 7.875% notes due 2024 and redeemed its existing 9.625% $450 million notes due 2018. These actions are consistent with Moody's prior expectations detailed in the November 30, 2016 press release. "The upgrade reflects Alta Mesa's substantially improved capital structure that will support its projected strong production and reserves growth through 2018 in Oklahoma's STACK play," commented Sajjad Alam, Moody's Senior Analyst. "Through equity infusion and a new bond offering in December 2016, Alta Mesa has significantly reduced its financial leverage, interest expense and refinancing risks while boosting liquidity." Issuer: Alta Mesa Holdings, LP Ratings Upgraded: Corporate Family Rating, Upgraded to B3 from Caa2 Probability of Default Rating, Upgraded to B3-PD from Caa2-PD Ratings Affirmed: $500 million Senior Unsecured Notes due 2024, Affirm Caa1 (to LGD-4 from LGD-5) Speculative Grade Liquidity Rating, Affirm SGL-3 Outlook action: Outlook, Change to Stable from Ratings Under Review RATINGS RATIONALE The B3 CFR reflects Alta Mesa's growing but small production and proved developed (PD) reserve base and concentrated basin focus. Alta Mesa's ratings benefit from its oily acreage in the STACK play, its improving capital efficiency metrics and relatively low breakeven costs. The company plans to significantly ramp up drilling in 2017 supported by its joint development agreement with Bayou City Energy (BCE). Given its growing capital requirements, Alta Mesa will need to balance developing its acreage position against outspending cash flows and control cost inflation through 2018. The B3 CFR assumes that the company will maintain capital discipline and adequate liquidity. Alta Mesa's SGL-3 rating reflects adequate liquidity through 2017. Pro forma for the December 2016 bond offering, the company had $49 million of cash and $240 million of availability under its $287.5 million revolver. Moody's expects the company to be heavily reliant on this facility to fund drilling costs and bolt-on acquisitions in 2017. Interest savings from recent debt reductions and refinancing will provide a boost to cash flows going forward. Still, Alta Mesa's ability to meaningfully grow production will be restricted by its available liquidity given Moody's belief that it will significantly outspend operating cash flow over the next 12 to 15 months. Moody's expects the company to maintain adequate cushion under its 4x total debt to EBITDA and 1x minimum current ratio financial covenants through 2017. Alta Mesa's borrowing base credit facility is secured by substantially all of the partnership's oil and gas properties. The 7.875% senior notes are unsecured and have a subordinated claim to the partnership's assets behind credit facility lenders. Consequently, the notes are rated Caa1, one notch below the B3 CFR, under Moody's Loss Given Default Methodology. The stable rating outlook reflects Alta Mesa's adequate liquidity. The ratings could be upgraded if the company can consistently exhibit organic production and PD reserves growth and minimize negative free cash flow while maintaining a debt to production ratio below $20,000 per boe. A downgrade is most likely to be triggered by increased leverage or weak liquidity. More specifically, if the debt to production ratio rises above $30,000 per boe or the retained cash flow to debt cannot be sustained above 10%, ratings would come under pressure. Alta Mesa Holdings, LP is a privately owned independent E&P company headquartered in Houston, Texas. The company's operations are primarily in Oklahoma and Louisiana. AMERICAN APPAREL: Bankruptcy Deal Leaves Retail Future in Doubt --------------------------------------------------------------- Matthew Townsend, Sandrine Rastello, and Steven Church, writing for Bloomberg News, reported that American Apparel, once a high-flying retailer that peaked at more than $600 million in sales, is probably headed toward liquidation after a bankruptcy auction ended with Canadian T-shirt and underwear maker Gildan Activewear Inc. buying intellectual property and other assets for $88 million. According to the report, this transaction doesn't include American Apparel's stores, and the fate of its garment workers in Los Angeles remains in doubt. The company had 4,700 employees and 110 stores as of November, when it filed for bankruptcy for the second time in 13 months, the report related. Gildan said it has no obligation to keep any American Apparel employees, the report further related. "We've never been in a position to be able to assume operations," Garry Bell, a spokesman for Montreal-based Gildan, said in an interview with Bloomberg. "We're not buying an ongoing concern." The end comes about two years after American Apparel's board orchestrated the firing of founder and chief executive officer, Dov Charney, for alleged misconduct, which he denies, the report added. Charney engaged in a bruising -- and ultimately futile -- public battle to regain control, the Bloomberg report noted. "I'm extremely disappointed," Charney said in an interview with Bloomberg. "This shouldn't have happened." Charney blamed American Apparel's downfall on "reckless Wall Street behavior" and said the company's decline also hurt its suppliers, which employ thousands of people in the Los Angeles area, the report related. About American Apparel American Apparel Inc. is one of the largest apparel manufacturers in North America, employing 4,700 employees across 3 active manufacturing facilities, one distribution facility and approximately 110 retail stores in the United States. American Apparel and its affiliates filed for chapter 11 protection in October 2015, confirmed a fully consensual plan of reorganization in January 2016, and substantially consummated that plan on Feb. 5, 2016. Unfortunately, the business turnaround plan upon which the Debtors' plan of reorganization was premised failed. American Apparel LLC, along with five of its affiliates, again sought bankruptcy protection (Bankr. D. Del. Lead Case No. 16-12551) on Nov. 14, 2016, with a deal to sell the assets. The petitions were signed by Bennett L. Nussbaum, chief financial officer. As of the bankruptcy filing, the Debtors estimated assets and liabilities in the range of $100 million to $500 million each. As of the Petition Date, the Debtors had outstanding debt in the aggregate principal amount of approximately $215 million under their prepetition credit facility. Additionally, the Debtors have guaranteed one of its United Kingdom subsidiaries' obligations under a $15 million unsecured note due Oct. 15, 2020, court document shows. The Debtors have hired Laura Davis Jones, Esq. and James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP as counsel; Erin N. Brady, Esq., Scott J. Greenberg, Esq., and Michael J. Cohen, Esq., at Jones Day as co-counsel; Berkeley Research Group, LLC as financial advisors; Houlihan Lokey as investment banker; and Prime Clerk LLC, as claims and noticing agent. The Official Committee of Unsecured Creditors is represented by lawyers at Bayard P.A. and Cooley LLP. AMERICAN BATH: S&P Affirms 'B' CCR on Proposed Acquisition of Maax ------------------------------------------------------------------ S&P Global Ratings affirmed its 'B' corporate credit rating on American Bath Group LLC (ABG). The outlook is stable. American Bath Group LLC has signed a definitive agreement to acquire MAAX Bath, Inc. and MAAX Spas Industries Corp. (collectively Maax), which make and distribute bathroom fixtures in the U.S. and Canada. American Bath Group, LLC intends to finance the $400 million acquisition with a $225 million add-on to its senior secured first lien term loan, $65 million add-on to its senior secured second lien term loan, and an equity contribution from its financial sponsor. At the same time, S&P affirmed its 'B' issue-level rating (same as the corporate credit rating) on ABG's $65 million senior secured revolving credit facility due 2021 and $550 million senior secured first-lien term loan due 2023. The '3' recovery rating on the facility indicates S&P's expectation for meaningful (50%-70%; upper half of the range) recovery in the event of a payment default. S&P also affirmed its 'CCC+' issue-level rating (two notches below the corporate credit rating) on ABG's $160 million second-lien senior secured term loan due 2024. The '6' recovery rating on the facility indicates S&P's expectation of negligible (0%-10%) recovery in the event of a payment default. ABG's acquisition of Maax enhances its market position, with its share of the U.S. bath ware market rising to about 25 percent from about 20 percent. This helps the company gain economies of scale and makes it tougher for competitors to enter its consolidating market. The acquisition also enhances its geographic footprint with its entry into the Canadian market, broadens its customer base (there is limited overlap in retail customers), and increases its penetration in the showroom distribution channel. The stable outlook reflects S&P's expectation that ABG will successfully integrate Maax's operations and maintain operational performance that will result in pro forma leverage measures between 4x and 5x during the next 12 months. AMPLIPHI BIOSCIENCES: Sabby Reports 8.6% Stake as of Dec. 31 ------------------------------------------------------------ Sabby Healthcare Master Fund, Ltd. and Sabby Volatility Master Fund, Ltd. disclosed in an amended Schedule 13G filed with the Securities and Exchange Commission that as of Dec. 31, 2016, they beneficially own 1,440,369 and 78,445 shares of AmpliPhi Biosciences Corporation's common stock, respectively, representing approximately 8.60% and 0.47% of the Common Stock, respectively. Sabby Management, LLC and Hal Mintz each beneficially own 1,518,814 shares of the Common Stock, representing approximately 9.07% of the Common Stock. Sabby Management, LLC and Hal Mintz do not directly own any shares of Common Stock, but each indirectly owns 1,518,814 shares of Common Stock. Sabby Management, LLC, a Delaware limited liability company, indirectly owns 1,518,814 shares of Common Stock because it serves as the investment manager of Sabby Healthcare Master Fund, Ltd. and Sabby Volatility Warrant Master Fund, Ltd., Cayman Islands companies. Mr. Mintz indirectly owns 1,518,814 shares of Common Stock in his capacity as manager of Sabby Management, LLC. A full-text copy of the regulatory filing is available at: https://is.gd/LpEXjR 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. ANDERSON UNIVERSITY: Fitch Assigns 'BB' Rating on $34.6MM Bonds --------------------------------------------------------------- Fitch Ratings has assigned a 'BB' rating to $34.6 million of City of Anderson, Indiana economic development revenue refunding bonds, series 2017 issued on behalf of Anderson University (AU). The bonds are expected to sell via negotiation as early as the week of February 13. Proceeds will refund AU's outstanding series 2007 and series 2015 bonds and pay costs of issuance. In addition, Fitch has downgraded $34.0 million of City of Anderson, Indiana economic development revenue refunding and improvement bonds, series 2007 issued on behalf of AU to 'BB' from 'BB+'. The Rating Outlook has been revised to Stable from Negative. SECURITY The bonds are a general obligation of the obligated group (AU is the sole member) payable from any legally available funds. The bonds are secured under a new master indenture by a pledge of the university's gross revenues and a mortgage on its core campus property. In addition, the bonds will feature a cash-funded debt service reserve. KEY RATING DRIVERS WEAKENED FINANCIAL PROFILE: The downgrade reflects weaker operating performance in fiscal 2016 and a decline in balance sheet resources, which are limited. A trend of deterioration in operating results has been driven by consistent enrollment declines but mitigated by aggressive management of expenses. AU expects results to improve somewhat but remain negative on a GAAP basis in fiscal 2017. ENROLLMENT LOWER BUT STABILIZING: Total enrollment continued to decline in fall 2016 but should stabilize by fall 2017. Incoming class sizes have now been generally level for four years; accordingly, the class graduating in spring 2017 will roughly match the incoming fall 2017 class in size. Retention efforts and programmatic adjustments to maintain market alignment also support stabilizing enrollment. REFUNDING EXTENDS DEBT: The refunding transaction will generate savings, but it also extends final maturity by four years and lowers annual debt service between 2018 to 2020; AU should cover debt service comfortably over that period (about 1.8x from fiscal 2016 results). Debt service increases to $3.3 million in fiscal 2021, by which time AU expects to have improved its operating performance. LONG-TERM COVERAGE SUFFICIENT: AU's debt burden remains moderately high, with pro forma maximum annual debt service (MADS, occurs in fiscal 2021) equal to 7.2% of fiscal 2016 operating revenue. Coverage of pro forma MADS from fiscal 2016 operations would be slim but sufficient at 1.1x. RATING SENSITIVITIES STABLE ENROLLMENT: Anderson University's (AU) student population has declined consistently in recent years. Additional enrollment declines would stress its ability to achieve structural budgetary balance and could result in further negative rating action. OPERATING IMPROVEMENT: AU expects operating results to improve but remain negative in fiscal 2017. Failure to improve operating results toward breakeven, in advance of higher annual debt service starting in fiscal 2021, could negatively pressure the rating. CREDIT PROFILE Founded in 1917, Anderson University is a small Christian university located in Anderson, IN (35 miles northeast of Indianapolis). AU was founded by and is affiliated with the Church of God (Anderson, IN) (COG); it is the only college affiliated with the COG in the Midwest. The university offers around 60 undergraduate majors as well as graduate programs in business, music, nursing, and theology. The university also maintains a Department of Adult Studies that offers bachelor and associate degrees for adult students. FINANCIAL PROFILE DRIVES DOWNGRADE AU's operating performance has weakened consistently over the past five years, from an operating margin of 1.7% in fiscal 2011 to a deficit of 4.2% in fiscal 2016. This trend reflects a 10.4% enrollment-driven decline in net tuition revenue since fiscal 2011, partially offset by aggressive expense management. Positively, AU has cut operating expenses by about 3.9% over the same period and has made structural budgetary changes to mitigate its revenue challenges. Management believes fiscal 2016 was a low point for operating performance and expects improved, though still negative, results in fiscal 2017. A level fall 2016 incoming class has resulted in net tuition revenue ahead of budget to date. In addition, AU recorded $2.5 million of upfront costs in fiscal 2016 related to a voluntary retirement initiative; these expenses will not recur in 2017. Fitch believes some improvement in operating results in 2017 and 2018 will be necessary to maintain the rating and to prepare for debt costs that will increase by fiscal 2021. LIMITED BALANCE SHEET CUSHION AU's balance sheet resources provide limited financial cushion but are adequate for the rating category. Available funds (defined as cash and investments less permanently restricted net assets) totaled $5.9 million at May 31, 2016. As reported, available funds equaled 12.1% of operating expenses and 11.7% of pro forma debt, both weak for the 'BB' rating category. However, Fitch's standard calculation understates AU's unrestricted cash and investments by about $11.7 million. Certain of AU's permanent endowment funds have accumulated investment losses and are "underwater" relative to the booked value of the corpus. However, accounting rules require deduction of such losses from unrestricted, rather than from permanently restricted, endowment. Adjusting for this, Fitch estimates AU's unrestricted cash and investments would meet or exceed 30% of operating expenses and debt, more in line with rating category peers. ENROLLMENT EXPECTED TO STABILIZE AU's headcount enrollment has fallen 14.5% from a peak of 2,611 in fall 2011 to 2,232 in fall 2016. The trend reflects a competitive environment, price sensitivity among students and AU's overlap with nearby public institutions with lower costs of attendance. However, management expects enrollment to stabilize by fall 2017 due to stable incoming class sizes and improving overall retention rates. Incoming freshman classes have ranged from 463 to 486 in the past four cycles, and preliminary results suggest a similar class size is likely for fall 2017. This would cause enrollment to stabilize, as the incoming class would replace a graduating class of comparable size. Under a new marketing and admissions team, the university is pursuing several strategies to bolster enrollment including further student retention initiatives, enhanced marketing efforts and tools, targeted student aid, curricular changes to ease the process for transfer students, and programmatic adjustments to align with market demand. Stabilizing enrollment is critical to maintain the rating level. Fitch believes AU has the capacity to right-size its offerings and budget to the current enrollment level, but further enrollment declines would make structural budgetary balance unlikely and would result in further negative rating action. REFUNDING EXTENDS MATURITY The refunding transaction will generate savings, but it will also restructure principal payments to provide some near-term relief. Final maturity will be extended by four years to October 2036 and principal deferrals will lower annual debt service to about $2 million from fiscal 2018 to fiscal 2020. AU should cover its debt service comfortably over this deferral period; Fitch estimates fiscal 2016 results would have generated about 1.8x coverage of fiscal 2020 debt service. The principal deferral eases near-term financial pressure on AU as it works to stabilize its enrollment and balance its budget; Fitch considers this a credit positive. In fiscal 2021, however, debt service increases to MADS of $3.3 million. By this time, AU will need to have improved operations to build resources and generate sound coverage of the higher debt service level in order to maintain the rating. LONG-TERM COVERAGE TIGHT BUT SUFFICIENT AU's debt burden remains moderately high after the deferral period, with MADS equal to 7.2% of fiscal 2016 operating revenue. Coverage of pro forma MADS from fiscal 2016 operations would be slim but sufficient at 1.1x. Fitch believes AU's ability to cover its higher long-term debt load from fiscal 2016 operations mitigates the risk of the debt service hike in 2021. Budgetary improvement achieved to date in fiscal 2017, even before enrollment has fully stabilized, suggests AU should be able to manage its post-deferral debt load. In addition, AU is in the planning phases for a new capital campaign and has a good fundraising track record for its size. There are no plans for additional debt or major internally funded capital projects at this time. DATA NOTES AND ADJUSTMENTS The Flagship Enterprise Center (FEC) is a regional business incubator and small business lender created through a partnership between AU and the City of Anderson. It is consolidated as a controlled affiliate on AU's financial statements based on AU's ability to appoint a majority of the FEC's board. However, FEC resources are not available to support AU operations, and its liabilities are non-recourse to AU. Fitch therefore evaluates AU's financial profile based on the university's core enterprises, excluding the FEC's activities and resources. AU's audited financial statements present detailed consolidating statements, allowing Fitch to exclude FEC activities and resources. Fitch typically calculates operating performance for private universities on the basis of unrestricted operating activity only. However, because AU's consolidating statements do not classify activities by restriction, Fitch has evaluated AU's operating performance based on its total activities excluding the FEC. Fitch does not believe this approach has a material effect on operating results or trends for AU. APOLLO ENDOSURGERY: H.I.G. Ventures, et al., Hold 13.6% Stake ------------------------------------------------------------- In a Schedule 13D filed with the Securities and Exchange Commission, H.I.G. Ventures - Endosurgery, LLC, H.I.G.-GPII, Inc., Anthony Tamer and Sami Mnaymneh disclosed that as of Dec. 29, 2016, they beneficially own 1,451,185 shares of common stock, par value $0.001, of Apollo Endosurgery, Inc., representing 13.6 percent based upon 10,688,992 shares of common stock outstanding upon consummation of the Merger as reported by the Issuer. A full-text copy of the regulatory filing is available for free at: https://is.gd/f5HrZg About Apollo Endosurgery Apollo Endosurgery, Inc. -- http://www.apolloendo.com/-- is a medical device company focused on less invasive therapies for the treatment of obesity, a condition facing over 500 million people globally, as well as other gastrointestinal disorders. The Company's device based therapies are an alternative to invasive surgical procedures, thus lowering complication rates and reducing total healthcare costs. Apollo's products are offered in over 80 countries. On Dec. 29, 2016, a wholly owned subsidiary of Lpath, Inc. merged with and into Apollo Endosurgery, Inc. resulting in Original Apollo becoming a wholly owned subsidiary of Lpath. At the Effective Time, Lpath effected a name change to "Apollo Endosurgery, Inc." Each share of Original Apollo common stock (after adjusting for the 1-for-5.5 reverse split of common stock effected by the Issuer immediately following consummation of the Merger) was exchanged for 0.31632739 shares of the Issuer's common stock at the Effective Time of the Merger. Lpath reported a net loss of $10.01 million on $1.59 million of total revenues for the year ended Dec. 31, 2015, compared to a net loss of $16.55 million on $5.08 million of total revenues for the year ended Dec. 31, 2014. As of Sept. 30, 2016, Lpath had $4.04 million in total assets, $1.35 million in total liabilities and $2.69 million in total stockholders' equity. Moss Adams LLP, in San Diego, California, issued a "going concern" qualification on Lpath's consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company's recurring losses and negative operating cash flows raise substantial doubt about the Company's ability to continue as a going concern. ARCHITEL SYSTEMS: Jan. 24 Hearing on Chapter 15 Recognition Bid --------------------------------------------------------------- Ernst & Young Inc., the court-appointed monitor and authorized foreign representative of Architel Systems Corporation, Nortel Communications Inc. and Northern Telecom Canada Limited, filed petitions with the U.S. Bankruptcy Court for the District of Delaware under Chapter 15 commencing cases ancillary to the Canadian Proceedings and (i) seeking recognition of the Canadian Proceedings as "foreign main proceedings" in respect of the New Canadian Debtors and relief in aid thereof and (ii) enforcement in the United States of the new applicant order of the Ontario Superior Court of Justice, Commercial List. A hearing to consider the Chapter 15 petitions is set for Jan. 24, 2017, at 10:00 a.m. (ET) before the Hon. Kevin Gross in Courtroom 3, 824 Market Street, Sixth Floor, Wilmington, Delaware. Objections to the petitions, if any, must be filed no later than 4:00 p.m. (ET) on Jan. 17, 2017. Notices to counsel for the monitor should be addressed to: Allen & Overy LLP 1221 Avenue of the Americas New York, NY 10020 Attention: Ken Coleman, Esq. Jonathan Cho., Esq. Tel: (212) 610-6300 Fax: (212) 610-6399 Email: ken.coleman@alleovery.com jonathan.cho@allenovery.com -- and -- Buchanan Ingersoll & Rooney 919 N. Market Street Suite 1500 Wilmington, DE 19801 Attention: Mary Caloway, Esq. Kathleen Murphy, Esq. Tel: (302) 552-4200 Fax: (302) 552-4295 Email: mary.caloway@bipc.com kathleen.murphy@bipc.com 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). 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. ARM VENTURES: Disclosure Statement Hearing Set for Feb. 8 --------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Florida is set to hold a hearing on Feb. 8, at 11:00 a.m., to consider approval of the disclosure statement explaining the Chapter 11 plan of reorganization of Arm Ventures, LLC. The hearing will take place at Courtroom 8, 301 N. Miami Avenue, Miami, Florida. Objections are due by Feb. 1. The restructuring plan proposes to give unsecured creditors a distribution of approximately 37% of their allowed claims. The plan provides for the continued operation of Arm Ventures as a reorganized company. It also provides for cash payments to creditors except holders of equity interests. About Arm Ventures Arm Ventures, LLC filed a Chapter 11 petition (Bankr. S.D. Fla. Case No.: 16-23633) on October 4, 2016, and is represented by Mark S. Roher, Esq., in Fort Lauderdale, Florida. The petition was signed by Michael Rosenbaum, authorized manager. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of $1 million to $10 million. Mark S. Roher, P.A. serves as the Debtor's legal counsel. The Debtor listed Ocean Bank as its largest unsecured creditor holding a claim of $250,000. AXIOM WORLDWIDE: Directed to File Plan, Disclosures Before March 13 ------------------------------------------------------------------- Judge K. Rodney May of the U.S. Bankruptcy Court for the Middle District of Florida ordered Axiom Worldwide Inc. to file its plan of reorganization and disclosure statement on or before March 13, 2017. The Disclosure Statement must, at the minimum, contain adequate information pertaining to the Debtor in the following areas: (a) Pre- and post-petition financial performance; (b) Reasons for filing Chapter 11; (c) Steps taken by the Debtor since filing of the petition to facilitate its reorganization; (d) Projections reflecting how the Plan will be feasibly consummated; (e) A liquidation analysis; and (f) A discussion of the Federal tax consequences as described in section 1125(a)(1) of the Bankruptcy Code. About Axiom Worldwide, Inc. Axiom Worldwide, Inc. manufactures and distributes non-surgical medical equipment for healthcare providers/practitioners. Axiom Worldwide Inc. filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 16-10078) on November 27, 2016, listing under $1 million in both assets and liabilities. The Debtor is represented by Frank A. Principe, Esq., as counsel. AZURE MIDSTREAM: S&P Affirms 'CCC+' Issue Level Rating ------------------------------------------------------ S&P Global Ratings said that it has reviewed its recovery and issue-level ratings on Azure Midstream Energy LLC that were labeled as "under criteria observation" (UCO) after publishing its revised recovery ratings criteria on Dec. 7, 2016. With S&P's criteria review complete, it is removing the UCO designation from these ratings. S&P is affirming the 'CCC+' issue-level rating. The '3' recovery rating is unchanged, reflecting S&P's expectation of meaningful (50%-70%; upper half of the range) recovery in the event of default. These rating actions stem solely from the application of S&P's revised recovery criteria and do not reflect any change in its assessment of the corporate credit ratings for issuers of the affected debt issues. Ratings List Azure Midstream Energy LLC Corporate Credit Rating CCC+/Stable/-- Rating Affirmed; Recovery Expectations Revised To From Azure Midstream Energy LLC Senior Secured CCC+ CCC+ Recovery Rating 3H 3L B&L EQUIPMENT: Unsecureds to be Paid 100% Under Committee Plan -------------------------------------------------------------- Unsecured creditors of B&L Equipment Rentals Inc. will be paid in full under the Chapter 11 plan of liquidation proposed by the official committee of unsecured creditors. The liquidating plan proposes to pay in full the allowed claims of general unsecured creditors from the proceeds generated from the sale of B&L's property, with interest at the Federal judgment rate, calculated from the Petition Date. According to the Debtor's Plan, the Debtor disputes the following claims, all of which will be treated as Disputed Claims until resolved: Creditor Amount -------- ----------- Ivan Medrano $187,127.20 Jesus Cabrera $187,127.20 David Melgoza $187,127.20 Leopoldo Alvarez $101,037.20 UC One, LLC $100,740.00 -------- ----------- TOTAL $763,158.00 Under the plan, a liquidating trust will be created and all assets of the company will be transferred to it on the effective date of the plan. An official will be appointed to administer the trust. If the sale proceeds are not sufficient to pay all creditors, the liquidating trustee will have the power to prosecute any litigation claims, including avoidance actions that may exist under Chapter 5 of the Bankruptcy Code, according to the committee's disclosure statement filed on Dec. 27, 2016. A copy of the disclosure statement is available for free at: http://bankrupt.com/misc/B&LEquipment_DS12272016.pdf The committee is represented by: Daniel H. Reiss, Esq. Levene, Neale, Bender, Yoo & Brill LLP 10250 Constellation Blvd., Suite 1700 Los Angeles, CA 90067 Tel: (310) 229-1234 Fax: (310) 229-1244 Email: dhr@lnbyb.com About B&L Equipment Rentals B&L Equipment Rentals, Inc., is a corporation doing business in Texas, Nevada, Colorado, and California. The Debtor's principal place of business is in Bakersfield, California. The Debtor is in the oilfield service business and the Debtor started its business in 1990. The Debtor filed a Chapter 11 bankruptcy petition (Bankr. E.D. Cal. Case No. 15-14685) on Nov. 30, 2015. The petition was signed by Lawrence F. Jenkins as president. The Debtor listed total assets of $17.2 million and total debt of $5.02 million. The Law Office of Leonard K. Welsh represents the Debtor as counsel. The case has been assigned to Judge Rene Lastreto II. On March 30, 2016, the Office of the U.S. Trustee appointed a committee of unsecured creditors. The committee hired Levene, Neale, Bender, Yoo & Brill L.L.P. as its legal counsel. BAIA LLC: Can Use SF IV Bridge IV Cash Collateral Until Jan. 31 --------------------------------------------------------------- Judge James F. Schneider of the U.S. Bankruptcy Court for the District of Maryland authorized Baia, LLC, to use SF IV Bridge IV, LP's cash collateral through Jan. 31, 2017. SF IV Bridge IV asserts it holds valid, enforceable, and allowable claims against the Debtor, in an approximate amount equal to $15,129,311 in unpaid principal, interest, and attorneys' fees. SF IV Bridge IV has first priority liens on 1311 S. Main Street, Mt. Airy, Maryland and 1401 S. Main Street, Mt. Airy, Maryland, together with the income, rents and profits from the Properties. The Debtor contended it needed to use cash collateral in order to avoid immediate and irreparable harm to its estate. The Debtor further contended that without the use of cash collateral, it will be unable to retain or pay employees, maintain its assets, provide financial information, or perform any of the tasks which the Debtor believed were necessary to maximize the value of its assets. The approved Budget provided for total expenses in the amount of $71,011 for January 2017, and $75,870 for February 2017. SF IV Bridge IV is permitted to deposit any and all rental payments related to the Properties and the Co-Debtor's properties encumbered by the Deed of Trust and currently in SF IV Bridge IV's possession, in the amount of $54,375. The rental payments were paid to the SFVI Bridge IV pursuant its prepetition exercise of its rights under the Loan Documents. SF IV Bridge IV is directed to credit the foregoing sum against the January 2017 adequate protection payment due to it in the Budget and the budget attached to the Proposed Cash Collateral Consent Order filed by SF IV Bridge IV and the Co-Debtor in the Co-Debtor's Case. SF IV Bridge IV is granted replacement liens upon and security interests in all of the properties and assets of the Debtor, with the same priority in the postpetition collateral and proceeds thereof of the Debtor that SF IV Bridge IV held in the Pre-Petition Collateral as of the Petition Date. SF IV Bridge IV is further granted an administrative claim against the Debtor and the Debtor's bankruptcy estate in the event and to the extent that the Lender's interest in the collateral is diminished as a result of the Debtor's use of the cash collateral. A full-text copy of the Order, dated Jan. 9, 2017, is available at http://bankrupt.com/misc/BaiaLLC2016_1626941_20.pdf About Baia, LLC Baia, LLC, is a limited liability company organized in 2006 with principal place of business located in Carroll County, MD. It owns, leases and manages commercial real property located at 1311 S. Main Street, Mt. Airy, Maryland 21771 and 1401 S. Main Street, Mt. Airy, MD 21771. Baia, LLC, filed a Chapter 11 petition (Bankr. D. Md. Case No. 16-26941) on Dec. 30, 2016. The petition was signed by Frank Illiano, president. The case is assigned to Judge David E. Rice. The Debtor is represented by James Greenan, Esq., at McNamee, Hosea, et al. At the time of filing, the Debtor estimated assets at $0 to $50,000 and liabilities at $10 million to $50 million. BARBARA RUSSO: Selling 51% Interest in LA Property for $1.9 Million ------------------------------------------------------------------- Judge Julia Brand of the U.S. Bankruptcy Court for the Central District of California will convene a hearing on Feb. 2, 2017 at 2:00 p.m., to consider Ambra Bisconti's sale of Barbara Russo's 51% interest in real property located at 8653 W. Olympic Blvd., Los Angeles, California, to Gail Hershowitz for $1,875,000, subject to overbid. The objection deadline is 14 days prior to the scheduled hearing date on the Motion. Pursuant and subject to the Settlement Agreement and Mutual Release dated July 15, 2016 between Heidi Kurtz, chapter 7 Trustee for the bankruptcy estate of Russo, and Broker Bisconti, the Debtor hires the Broker as her sole and exclusive agent and grants the Broker the exclusive and irrevocable right to sell the Property. The Debtor commenced the bankruptcy case to resolve, among other things, an action filed by creditor CAB, familial debts that the Debtor disputes tax debt, and rights and claims to the Property. There is a related case of Debtor's mother, Russo, which originated as a chapter 11 and converted to a chapter 7. At the time of the conversion, there were two pending adversaries against Bisconti. The estate of Russo, by and through its chapter 7 trustee, and the Bisconti estate engaged in lengthy negotiations regarding those adversary proceedings. Thereafter, a settlement agreement was reached to agree, among other things, on equity interests in the Property and listing and marketing the Property. Subsequently, the Court approved the Settlement Agreement after a hearing on a Settlement Motion. On Oct. 27, 2016, the Debtor accepted and conveyed a buyout offer from the Buyer. The material terms of the Buyout Offer are: a. In exchange for buying out the Russo's equity interest in the Property, Bisconti will grant Hershowitz a third position deed of trust, behind Nationstar Mortgage, LLC, and Real Time Resolutions ("RTR"); b. Bisconti will not be required to make any principal or interest payments on the third deed of trust until her chapter 11 plan is completed and paid in full. c. The Buyer's purchase of the Russo estate's equity position will result in 51% that Russo holds to be transferred to Bisconti so that she is the 100% owner of the Property. Alternatively, the Property is the subject of at least six pending "sale" offers. Specifically, pursuant to a listing agreement entered into between the Russo and Bisconti Estates, Bisconti listed and marketed the Olympic Property at $1,875,000 until Nov. 30, 2016. The summary of the pending offers obtained through Bisconti's efforts as a licensed real estate agent to list and market the Property: a. Steven Bochco offers $1,900,000, dated and made on Oct. 31, 2016. The offeror advised and to be given notice of sale hearing to bid/overbid. b. Faik Al Hakim and Sena Mahdi offers $1,875,000, dated and made on Nov. 5, 2016. The offeror advised and to be given notice of sale hearing to bid/overbid. c. Jahangir Aryai offers $1,900,000, dated and made on Nov. 1, 2016. The offeror advised and to be given notice of sale hearing to bid/overbid. d. Yasaman Barmaki offers $1,800,000, dated and made on Nov. 1, 2016. The offeror advised and to be given notice of sale hearing to bid/overbid. e. Michael Kesler and/or Assignees offers $1,900,000, dated and made on Oct. 31, 2016. The offeror advised and to be given notice of sale hearing to bid/overbid. f. Mahnaz Zakhor and/or Assignee(s) offers $1,875,000, dated and made on Nov. 10, 2016. The offeror advised and to be given notice of sale hearing to bid/overbid. If a buyout offer is accepted, the Debtor will retain the Property and pay off the Nationstar and RTR Arrearage through her chapter 11 plan. As of the writing of the Sale Motion, RTR has already stipulated to plan treatment, including the resolution of arrearage as set forth in the filed Stipulation to Plan Treatment. A similar Stipulation is pending with Nationstar, but was verbally confirmed between the Debtor and a Nationstar representative and is awaiting final approval with similar terms as the RTR Stipulation. In the event of a sale, the payout of the first lien holder, Nationstar and RT, and the second lien holder (previously Greentree) will be in full based on their filed proof of claims. The Debtor proposes that in the event of a sale, that all other charges and expenses be reviewed and approved by the Court at the sale hearing. The Debtor proposes these overbidding procedures for a sale: a. The initial overbid must be must be at least $5,000 more than the initial bid of $1,875,000. The overbid must be on substantially the same terms as set forth in the various offers received by Bisconti during her listing period. b. Overbid increments will be $5,000 after the initial overbid. c. Any successful overbidder must be able to close by the proposed closing date, or upon the Court's approval whichever is later. d. Any party wishing to overbid on the Property during the hearing on the Motion must contact the Debtor's counsel at least 48 hours prior to the hearing and provide evidence of available financial resources such as funds and/or proof of ability to finance to the Debtor's Counsel up to the overbidder's maximum bid to the Debtor's reasonable satisfaction. e. Any overbidder wishing to overbid on the Property during the hearing must also submit, before the time of the hearing, a deposit for the purchase of the Property, by cashier's check or other cash equivalent in the amount of at least 10% of their purchase offer made payable to Law Offices of Daren M. Schlecter Trust Account. The successful overbidder's deposit will be applied towards the purchase of the Property, and will not be refunded in the event the overbidder cannot successfully close escrow pursuant to the terms of the sale as proscribed. f. If a broker brings a prospective bidder who is ultimately the successful bidder and to whom the sale is approved, the broker will share in the commission on such terms agreed upon at the hearing of this matter. A copy of the Settlement Agreement, Buyout Offer and the Bidding Procedures attached to the Motion is available for free at: http://bankrupt.com/misc/Ambra_Bisconti_180_Sales.pdf The Debtor proposes that the buyout offer of Hershowitz be considered the equivalent or greater of the Trustee's proposed Purchaser, Hope Howard of $2,075,000. The proposed buyout or sale, or any overbid, of the Property should result in the Debtor obtaining the highest and best price for the Property but also balance the equities between two estates. Thus, the Debtor believes that the proposed buyout of the Property is in the best interest of the Debtor's estate and her creditors. Alternatively, a sale of the Property at a sufficiently high price to overcome the tax burden on the Bisconti estate may be in the best interest of the Debtor's estate and her creditors. Accordingly, the Debtor asks Court to approve the sale of interest to the Buyer free and clear of all liens, claims and interests. The Purchaser: Gail Hershowitz Telephone: (310) 968-5481 The Purchaser is represented by: Timothy J. Yoo, Esq. LEVENE, NEALE, BENDER, YOO & BRILL L.L.P. 800 South Figueroa St., Suite 1260 Los Angeles, CA 90017 Telephone: (310) 229-1234 Direct: (310) 229-3365 Facsimile: (231) 627-7194 E-mail: tiy@lnbyb.com Counsel for the Debtor: Daren M. Schlecte, Esq. LAW OFFICE OF DAREN M. SCHLECTER 1925 Century Park East, Suite 830 Los Angeles, CA 90067 Telephone: (310) 553-5747 Facsimile: (310) 553-5487 Ambra Bisconti sought Chapter 11 protection (Bankr. C.D. Cal. Case No. 15-16511) on April 24, 2015. BAY CIRCLE: Can Use Up to $25,810 Cash for Examiner Fees -------------------------------------------------------- Judge Wendy L. Hagenau of the U.S. Bankruptcy Court for the Northern District of Georgia authorized Bay Circle Properties, LLC, et al., to use cash collateral. The Debtor is authorized to use up to $25,810 in cash collateral to pay fees and expenses awarded by the Court to the examiner and her professionals. A full-text copy of the Order, dated Jan. 9, 2017, is available at http://bankrupt.com/misc/BayCircle2015_1558440wlh_545.pdf About Bay Circle Properties Bay Circle Properties, LLC, DCT Systems Group, LLC, Sugarloaf Centre, LLC, Nilhan Developers, LLC, and NRCT, LLC, own 16 different real properties including significant undeveloped acreage. The properties also include office/warehouse buildings, retail shopping centers and free standing single tenant buildings. They filed Chapter 11 bankruptcy petitions (Bankr. N.D. Ga. Case Nos. 15-58440 to 15-58444) on May 4, 2015. The Chapter 11 cases are jointly administered. The petitions were signed by Chuck Thakkar, manager. The Debtors are represented by John A. Christy, Esq., J. Carole Thompson Hord, Esq., and Jonathan A. Akins, Esq., at Schreeder, Wheeler & Flint, LLP. The Debtors estimated $1 million to $10 million in both assets and liabilities. No trustee has been appointed and the Debtors are operating their businesses as debtors-in-possession. BC EQUITY: S&P Withdraws 'BB-' Rating on $75MM Bridge Loan ---------------------------------------------------------- S&P Global Ratings said that it withdrew its 'BB-' issue-level rating and '1' recovery rating on San Francisco-based leisure club operator BC Equity Ventures LLC's $75 million asset sale bridge loan due 2017 following the loan's prepayment using part of the net proceeds from the $140 million sale of the San Francisco Tennis Club and surrounding real estate (SFTC). In addition, BC Equity Ventures is contemplating an amendment to its credit facility that would allow the company to use the remaining net proceeds from the SFTC sale, and a planned $60 million in new nonrecourse mortgage debt, to acquire assets with owned real estate that the company believes would qualify as an IRS Code section 1031 like-kind exchange. The like-kind exchange qualification would enable BC Equity Ventures to avoid paying taxes on the gain on sale of SFTC. Even though the planned nonrecourse mortgage borrowing and asset purchases would increase our base-case forecast for adjusted debt to EBITDA in 2017 to around 6x (from the low-5x area previously), S&P views the planned like-kind exchange and related transactions favorably because they would add productive cash flow producing assets to the portfolio. As a result, S&P's 'B' corporate credit rating on the company is unchanged. "Also unchanged are our 'BB' issue-level rating and '1+' recovery rating on the company's $20 million senior secured priority revolving credit facility due 2021, and our 'B' issue-level rating and '3' recovery rating on the $350 million senior secured first-lien term loan due 2022. The security package collateralizing these debt issuances, and our valuation assumptions in our simulated default analysis, are currently unchanged. Although the currently contemplated new structure under the like-kind exchange transactions would contribute future asset acquisitions to a subsidiary that would be wholly owned by BC Equity Ventures LLC, the planned nonrecourse mortgage debt lenders would get a first lien on the new assets and BC Equity Ventures LLC would benefit from an equity pledge from the new subsidiary. We have assumed the contemplated equity pledge would provide no incremental value to the senior secured credit facility in our simulated default scenario because we have discounted the value of the planned new assets and there would be no residual equity value available to senior secured lenders," S&P said. RECOVERY ANALYSIS Key analytical factors: -- S&P's 'BB' issue-level rating and '1+' recovery rating are unchanged on the company's $20 million senior secured priority revolving credit facility due 2021, which has a first-out provision. The '1+' recovery rating indicates S&P's expectation for full (100%) recovery in the event of a payment default. -- S&P's 'B' issue-level rating and '3' recovery rating are unchanged on the company's $350 million senior secured first-lien term loan due 2022. The '3' recovery rating indicates S&P's expectation for meaningful (50%-70%; upper half of the range) recovery in the event of a payment default. -- S&P's simulated default scenario contemplates a default occurring in 2020, reflecting a substantial decline in cash flow due to prolonged economic weakness in California, along with increased competitive pressures and lower consumer spending, contributing to severe customer attrition and a negative mix shift to lower priced memberships. -- S&P believes that if the company were to default, it would continue to have a viable business model, given Bay Club's high-end full service clubs and locations in attractive markets. As a result, S&P believes that lenders would achieve greater value through reorganization than through a liquidation of the business. -- The currently contemplated new structure under the like-kind exchange transactions would contribute future asset acquisitions to a subsidiary that would be wholly owned by BC Equity Ventures LLC. However, the planned nonrecourse mortgage debt lenders would get a first lien on the new assets and BC Equity Ventures LLC would benefit from an equity pledge from the newly created subsidiary. S&P has assumed the contemplated equity pledge would provide no incremental value to the senior secured credit facility in S&P's simulated default scenario because it has discounted the value of the planned new assets and there would be no residual equity value available to senior secured lenders. Simulated default assumptions: -- Simulated year of default: 2020 -- EBITDA at emergence: $46 million -- EBITDA multiple: 6x Simplified waterfall: -- Net enterprise value available to first-out revolver and term loan (after 5% administrative costs): $263 million -- Obligor/nonobligor valuation split: 100%/0% -- Priority secured revolver: $17.7 million -- Value available to priority revolver claims: $263 million -- Recovery expectation: 100% -- Secured term loan claims: $353 million -- Value available for term loan claims: $245 million -- Recovery expectation: 50% to 70% (upper half of the range) RATINGS LIST BC Equity Ventures LLC Corporate Credit Rating B/Stable/-- Ratings Withdrawn To From BC Equity Ventures LLC Senior Secured Bridge Loan NR BB- Recovery Rating NR 1 BIG APPLE CIRCUS: Sale of Walden Property to Polich for $2.5M OK'd ------------------------------------------------------------------ Judge Sean H. Lane of the U.S. Bankruptcy Court for the Southern District of New York authorized The Big Apple Circus, Ltd.'s private sale of real property located at 39 Edmunds Lane, Walden, New York, to Polich Tallix, Inc., for $2,500,000. The sale is free and clear of all liens, claims, encumbrances, and other interests. The Debtor is authorize to take any and all further actions necessary and appropriate to consummate, effectuate, implement and close on the sale of the Walden Property, including payment of the claims, costs, and expenses related thereto. The Debtor is authorized to pay, within 5 business days following the Closing Date, to the Commissioner of Finance for Orange County, New York all real property tax obligations (including penalties and interest) owed by the Debtor to Orange Country. On the Closing Date, the Debtor is directed, to satisfy all outstanding amounts owed under the Walden Mortgage owed to Nonprofit Finance Fund secured by the Walden Property within 5 business days following the Closing Date. The Debtor is authorized to apply the net proceeds of the sale of the Walden Property in accordance with section 363 of the Bankruptcy Code, pursuant to a confirmed chapter 11 plan, or as otherwise authorized by the Court. The Debtor and the "Lender-Directors" permanently, immediately, and irrevocably acknowledge, represent, stipulate and agree: a. As of the Petition Date, the Debtor is indebted and liable to Nonprofit Finance Fund under those certain loan and security agreements dated as of Dec. 30, 2008 and Sept. 2, 2009 ("Prepetition First Lien Loan Documents"), without objection, defense, counterclaim or offset of any kind, in the aggregate principal amount of not less than $711,647 subject to currency fluctuations), plus any interest, fees, expenses, reimbursement obligations, and other obligations under the Prepetition First Lien Loan Documents, including, without limitation, any attorneys', accountants', consultants', appraisers' and financial and other advisors' fees, to the extent chargeable or reimbursable under the Prepetition First Lien Loan Documents ("Prepetition First Lien Secured Obligations"). b. The Prepetition First Lien Secured Obligations and the Prepetition First Lien Loan Documents are (i) legal, valid, binding, non-avoidable, and enforceable against the Debtor, and (ii) not subject to any contest, attack, objection, recoupment, defense, counterclaim, offset, subordination, re-characterization, avoidance or other claim, cause of action or other challenge of any kind or nature under the Bankruptcy Code, under applicable nonbankruptcy law or otherwise. c. The liens granted by the Debtor to or for the benefit of Nonprofit Finance Fund as security for the Prepetition First Lien Secured Obligations ("Prepetition First Priority Liens") encumber the Walden Property, as the same existed on or at any time prior to the Petition Date. The Prepetition First Priority Liens have been properly recorded and perfected under applicable non-bankruptcy law, and are legal, valid, enforceable, non-avoidable, and not subject to contest, avoidance, attack, offset, re-characterization, subordination or other challenge of any kind or nature under the Bankruptcy Code, under applicable non-bankruptcy law or otherwise. The Debtor is not aware of any liens or security interests over the Prepetition First Lien Collateral having priority over the Prepetition First Priority Liens, other than certain real property tax liens asserted by Orange County. Notwithstanding Bankruptcy Rule 6004(h) or any other applicable Bankruptcy Rule, the terms and conditions of the Order are immediately effective and enforceable upon its entry. About The Big Apple Circus The Big Apple Circus, Ltd. is a Type B not-for-profit corporation organized under section 201 of the New York Not-for-Profit Corporation Law that is exempt from federal taxes under section 501(c)(3) of the Internal Revenue Service Code. Founded in 1977 by Paul Binder and Michael Christensen to establish a performing circus and school for the instruction and artistic development of circus arts, the Big Apple Circus is a venerated, New York cultural institution renowned for its critically-acclaimed performances and dedicated community programs. The Circus' home base is in New York City's Lincoln Center. The Big Apple Circus, Ltd., filed a chapter 11 petition (Bankr. S.D.N.Y. Case No. 16-13297) on Nov. 20, 2016. The petition was signed by Will Maitland Weiss, executive director. The Debtor estimated assets and liabilities at $1 million to $10 million at the time of the filing. The Debtor is represented by Natasha M. Labovitz, Esq. and Christopher Updike, Esq., at Debevoise & Plimpton LLP. On Dec. 12, 2016, the Office of the United States Trustee for the Southern District of New York appointed an official committee of unsecured creditors. No request for the appointment of a trustee or examiner has been made in this chapter 11 case. BIG APPLE CIRCUS: Stampler to Auction Circus Assets on Feb. 7 ------------------------------------------------------------- Judge Sean H. Lane of the U.S. Bankruptcy Court for the Southern District of New York authorized The Big Apple Circus, Ltd.'s (i) bidding and auction procedures in connection with the sale of certain Circus Assets, and (ii) employment and retention of Stampler Auctions as auctioneer. In light the cancellation of the Circus' performance season, the Circus will sell its circus equipment and other related personal and intellectual property associated with the Circus' performance unit, which are no longer necessary to support the Circus' mission or operations, with hopes of preserving an operating enterprise that will once again perform shows in New York City in upcoming seasons. A copy of the Bidding Procedures and Sale Notice attached to the Order is available for free at: http://bankrupt.com/misc/The_Big_Apple_76_Order.pdf As further described in the Bidding Procedures, any entity wanting to participate in the Phase I Auction must submit a Qualified Bid on Feb. 3, 2017 at 5:00 p.m. (ET), which deadline may be extended by the Debtor, in consultation with Stampler. If two or more Qualified Bids are received on or before the Bid Deadline, the Debtor will conduct the Phase I Auction commencing on Feb. 7 at 11:00 a.m. (ET), at the offices of Debevoise & Plimpton LLP, 919 Third Avenue, New York, to determine the Successful Bid. The Phase I Auction may be adjourned or rescheduled without further notice by an announcement of the adjourned date at the Phase I Auction. The Debtor reserves the right to cancel the Phase I Auction. Absent irregularities in the conduct of the Phase I Auction, or reasonable and material confusion during the bidding, the Court will not consider bids after the Phase I Auction has been closed. The Sale Approval Hearing will be held on Feb. 14, 2017 at 10:00 a.m. (ET). The Sale Approval Hearing may be adjourned or rescheduled without further notice by an announcement of the adjourned date at the Sale Approval Hearing. All parties in interest will receive or be deemed to have received good and sufficient notice of the Motion, the Bidding Procedures, the Auctions, the sale of the Circus Assets, and the Sale Approval Hearing, and no other or further notice of the foregoing will be required if: a. Within 3 business days after entry of the Order, the Debtor serves the Sale Notice by first class mail (and by electronic mail transmission where possible) on all interested parties and those who have requested notice in the Debtor's chapter 11 case pursuant to Bankruptcy Rule 2002; and b. As soon as practicable following the determination of the Successful Bid, the Debtor files a notice with the Court identifying the Successful Bidder and the place and time of the Phase II Auction, if any, and serves such notice by telecopy, electronic mail transmission, or overnight delivery, upon all interested parties and those who have requested notice in the Debtor's chapter 11 case pursuant to Bankruptcy Rule 2002. All objections to approval of the sale of the Circus Assets to the Successful Bidder must be made no later than 4:00 p.m. (ET) on Feb. 9, 2017. The Debtor is authorized to employ and retain Stampler as auctioneer, nunc pro tunc to Dec. 23, 2016, in accordance with the terms and conditions set forth in the Agreement, which is approved in all respects. Except as otherwise set forth, the requirements of Local Bankruptcy Rules 6004-1(c) and 6005-1(b) are waived to the extent applicable. Notwithstanding anything to the contrary in the Local Bankruptcy Rules, after the Sale Report has been filed and served in accordance with the Bidding Procedures, all compensation owed to Stampler under the Agreement may be paid by the Circus without further notice or hearing, unless a party in interest files an objection to such payment within 14 days of the filing and service of the Sale Report. Notwithstanding Bankruptcy Rule 6004(h) or any other applicable Bankruptcy Rule, the terms and conditions of the Order are immediately effective and enforceable upon its entry. About The Big Apple Circus The Big Apple Circus, Ltd. is a Type B not-for-profit corporation organized under section 201 of the New York Not-for-Profit Corporation Law that is exempt from federal taxes under section 501(c)(3) of the Internal Revenue Service Code. Founded in 1977 by Paul Binder and Michael Christensen to establish a performing circus and school for the instruction and artistic development of circus arts, the Big Apple Circus is a venerated, New York cultural institution renowned for its critically-acclaimed performances and dedicated community programs. The Circus' home base is in New York City's Lincoln Center. The Big Apple Circus, Ltd., filed a chapter 11 petition (Bankr. S.D.N.Y. Case No. 16-13297) on Nov. 20, 2016. The petition was signed by Will Maitland Weiss, executive director. The Debtor estimated assets and liabilities at $1 million to $10 million at the time of the filing. The Debtor is represented by Natasha M. Labovitz, Esq. and Christopher Updike, Esq., at Debevoise & Plimpton LLP. On Dec. 12, 2016, the Office of the United States Trustee for the Southern District of New York appointed an official committee of unsecured creditors. No request for the appointment of a trustee or examiner has been made in this chapter 11 case. BILTMORE 24 INVESTORS: U.S. Trustee Unable to Appoint Committee --------------------------------------------------------------- An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of Biltmore 24 Investors SPE LLC as of Jan. 13, according to a court docket. Biltmore 24 Investors SPE, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 16-13358) on November 22, 2016. The petition was signed by Bruce Gray, manager. The case is assigned to Judge Paul Sala. The Debtor is represented by Stinson Leonard Street, LLP. At the time of the filing, the Debtor estimated its assets at $50 million to $100 million and debts at $10 million to $50 million. BIODATA MEDICAL: Resolves Issues With UST Over Yaspan Employment ---------------------------------------------------------------- Biodata Medical Laboratories, Inc. has filed an amended application seeking court approval to employ the Law Offices of Robert M. Yaspan as its bankruptcy counsel. The company revised its application in response to comments made by the Office of the U.S. Trustee, the Justice Department's bankruptcy watchdog. In its application filed on Jan. 5 with the U.S. Bankruptcy court for the Central District of California, Biodata disclosed that "there is no prior relationship" between Yaspan and the company, or between the law firm and the company's officers, directors or shareholders. Yaspan will give legal advice regarding Biodata's duties under the Bankruptcy Code, negotiate with creditors, assist in the preparation of a bankruptcy plan, and provide other legal services related to the company's Chapter 11 case. Robert Yaspan, Esq., will be paid an hourly rate of $550 while other attorneys at the firm will be paid $435 per hour, according to court filings. About BioData Medical BioData Medical Laboratories, Inc., based in Montclair, CA, owns and operates a medical testing business that provides medical services for individuals. The Debtor filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 16-20446) on November 28, 2016. The Hon. Mark S. Wallace presides over the case. In its petition, the Debtor estimated $2.23 million in assets and $5.90 million in liabilities. The petition was signed by Henry Wallach, CEO. BIODATA MEDICAL: Seeks to Hire Muhammad Khilji as Accountant ------------------------------------------------------------ Biodata Medical Laboratories, Inc. seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire an accountant and business consultant. The Debtor proposes to hire Muhammad Khilji and his firm CFO & Tax Solutions Inc. as accountant and business consultant, respectively. Mr. Khilji will receive a retainer in the amount of $2,500 for his services while his firm will be paid on a monthly basis. CFO's fees will be capped at $2,500 per month. Mr. Khilji maintains an office at: Muhammad Khilji CFO & Tax Solutions Inc. 208 Technology Drive, Suite P Irvine, CA 92618 About BioData Medical BioData Medical Laboratories, Inc., based in Montclair, CA, owns and operates a medical testing business that provides medical services for individuals. The Debtor filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 16-20446) on November 28, 2016. The Hon. Mark S. Wallace presides over the case. In its petition, the Debtor estimated $2.23 million in assets and $5.90 million in liabilities. The petition was signed by Henry Wallach, CEO. BON-TON STORES: 2016 Holiday Comparable Store Sales Dropped 3.1% ---------------------------------------------------------------- The Bon-Ton Stores, Inc., announced that its comparable store sales for the nine-week holiday period ended Dec. 31, 2016, decreased 3.1%, in line with guidance provided on Nov. 17, 2016. Total sales for the nine week November and December period were $752.1 million compared to sales of $784.4 million in the prior year period. Kathryn Bufano, president and chief executive officer, commented, "Following challenging sales trends in the first three weeks of November, business improved from Thanksgiving through the end of December. During the holiday season, we continued to deliver double digit growth in our omnichannel business, including mobile demand. Our best performing categories during the holiday season were men's big and tall, furniture, women's outerwear, and intimate apparel." Ms. Bufano added, "We are pleased to see the traction we are gaining on our merchandising initiatives despite weak mall traffic trends. Our focus remains on executing against our strategic initiatives, while prudently managing inventory levels and expenses. Based on these sales trends and our expectations for the remainder of the quarter, we are maintaining our full-year guidance provided on November 17, 2016; however, we expect to be at the low end of the range." The company will provide additional details on March 14, 2017, when it reports its results for the fourth quarter and fiscal 2016 periods ending Jan. 28, 2017. About Bon-Ton Stores The Bon-Ton Stores, Inc., with corporate headquarters in York, Pennsylvania and Milwaukee, Wisconsin, operates 270 stores, which includes nine furniture galleries and four clearance centers, in 26 states in the Northeast, Midwest and upper Great Plains under the Bon-Ton, Bergner's, Boston Store, Carson's, Elder-Beerman, Herberger's and Younkers nameplates. The stores offer a broad assortment of national and private brand fashion apparel and accessories for women, men and children, as well as cosmetics and home furnishings. For further information, please visit the investor relations section of the Company's Web site at http://investors.bonton.com. Bon-Ton Stores reported a net loss of $57.05 million on $2.71 billion of net sales for the fiscal year ended Jan. 30, 2016, compared to a net loss of $6.97 million on $2.75 billion of net sales for the fiscal year ended Jan. 31, 2015. As of Oct. 29, 2016, Bon-Ton Stores had $1.73 billion in total assets, $1.80 billion in total liabilities and a total shareholders' deficit of $68.64 million. * * * As reported in the TCR on Dec. 4, 2015, Moody's Investors Service downgraded Bon-Ton Stores's Corporate Family Rating to 'Caa1' from 'B3'. The company's Speculative Grade Liquidity rating was affirmed at SGL-2. The rating outlook is stable. The downgrade considers the continuing and persistent negative pressure on Bon-Ton's revenue and EBITDA margins which has been accelerating during the course of fiscal 2015. As reported by the TCR on Aug. 22, 2016, S&P Global Ratings raised its corporate credit rating on Bon-Ton Stores to 'CCC+' from 'CCC'. The outlook remains negative. "The upgrade reflects our view of Bon-Ton's somewhat improved liquidity after refinancing its A-1 ABL term loan tranche with an extended maturity to March 2021 and enhanced liquidity from the additional $50 million in borrowing capacity to address upcoming debt maturity in 2017. BOWER CONTRACTING: U.S. Trustee Unable to Appoint Committee ----------------------------------------------------------- An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of Bower Contracting, Inc. as of Jan. 13, according to a court docket. Bower Contracting, Inc., based in Mosca, Colo., filed a Chapter 11 petition (Bankr. D. Colo. Case No. 16-21735) on December 2, 2016. Hon. Thomas B. McNamara presides over the case. Jeffrey S. Brinen, Esq. of Kutner Brinen, P.C. serves as bankruptcy counsel. In its petition, the Debtor estimated $0 to $50,000 in assets and $1 million to $10 million in liabilities. The petition was signed by David R. Bower, president. A list of the Debtor's two unsecured creditors is available for free at http://bankrupt.com/misc/cob16-21735.pdf BROUGHER INC: Seeks Court Approval of Use of TBK Bank Cash ---------------------------------------------------------- Brougher, Inc., and its secured creditor TBK Bank, SSB, filed a motion asking the U.S. Bankruptcy Court for the Southern District of Texas to allow the Debtor to use cash collateral and to grant adequate protection to TBK Bank. The Court had previously prohibited the Debtor from using cash collateral, in its Order Denying Use of Cash Collateral, on Dec. 14, 2016. The Parties contend that following the entry of the Order Denying Use of Cash Collateral, they reached an agreement on the Debtor's use of cash collateral on a limited consensual basis. They further contend that the agreement will permit the Debtor to use a limited amount of cash collateral pursuant to an agreed upon budget with TBK Bank in order to fund the cost and expense to sell substantially all of the Debtor's assets, which is intended to maximize the value of the Debtor's assets and is in the best interests of the Debtor, its estate, and its creditors. The proposed Wind Down Budget provides for total expenses in the amount of $102,669 for January 2017, $97,640 for February 2017, and $40,000 for March 2017. A full-text copy of the Motion, dated Jan. 9, 2017, is available at: http://bankrupt.com/misc/BrougherInc2016_1635575_68.pdf A full-text copy of the proposed Wind Down Budget, dated Jan. 9, 2017, is available at: http://bankrupt.com/misc/BrougherInc2016_1635575_68_2.pdf About Brougher, Inc. Brougher, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 16-35575) on Nov. 2, 2016. The petition was signed by Wade Brougher, president. The case is assigned to Judge Jeff Bohm. The Debtor is represented by Julie M. Koenig, Esq., at Cooper & Scully, PC. At the time of the filing, the Debtor estimated assets of less than $1 million and liabilities of $10 million to $50 million. No official committee of unsecured creditors, trustee or examiner has been appointed in the case. BROWN JORDAN: Moody's Assigns B2 CFR & Rates New $160MM Loan B2 --------------------------------------------------------------- Moody's Investors Service assigned a B2 Corporate Family Rating ("CFR") to Brown Jordan International, Inc., a B2-PD Probability of Default Rating, and a B2 rating to the company's proposed $160 million first lien term loan. The rating outlook is stable. The proceeds from the term loan will be used in conjunction with a substantial equity contribution to fund the purchase of Brown Jordan by private equity group Littlejohn and Co. As part of the transaction, Brown Jordan will also be entering into a $35 million asset based revolving credit facility that is expected to be undrawn at the close of the transaction. Moody's took the following rating actions on Brown Jordan International, Inc.: Corporate Family Rating, assigned B2; Probability of Default Rating, assigned B2-PD; $160 million first lien term loan, assigned B2 (LGD4); Outlook is stable. RATINGS RATIONALE Brown Jordan's B2 CFR considers its small size relative to other manufacturers based on revenue, which for the twelve months trailing September 30, 2016 was $357 million pro forma for the divestiture of its site amenities business segment. Additionally, the ratings consider that the company will be acquisitive in its growth strategy. This will prioritize some cash flow for acquisitions rather than for debt repayment and increases risk surrounding the company's ability to fully realize synergies and lower debt leverage. At the same time, the rating considers Brown Jordan's relatively modest debt leverage at the B2 rating level. Pro forma for the new capital structure, the company's debt to EBITDA will be 4.5x and Moody's projects this figure to fall to 4.1x by the end of 2017. Brown Jordan is free cash flow positive and is projected to generate approximately $10 million of free cash flow in 2017 which it can use to reduce debt on its balance sheet absent any acquisitions. Despite the substantial increase in its interest burden from a transaction that more than doubles total debt, Moody's projects Brown Jordan's EBITA interest coverage to be 3.0x in 2017. The rating also benefits from Brown Jordan's increased shift in mix towards commercial sales, particularly in the hospitality end markets. Mandated renovation cycles and customer trust built on Brown Jordan's reliability creates recurring and sticky revenue streams. Moody's expects Brown Jordan to maintain a good liquidity profile over the next 12 months. Its liquidity profile is supported by projected positive free cash flow but is constrained by low cash balances of under $1 million. To meet seasonal swings in cash needs the company will draw on its $35 million asset based revolving credit facility in the first quarter of the year, but will end each other quarter with no advances. Moody's expects the borrowing base to exceed the committed amount each quarter. The term loan will be subject to a maximum net leverage covenant and the revolver will be subject to a minimum springing fixed charge covenant that is tested if availability falls below a specified level. Alternate sources of liquidity are limited by Brown Jordan's secured capital structure. The stable rating outlook is based on Moody's expectation of improved credit metrics amidst a favorable operating environment. The ratings could be downgraded is debt to EBITDA rises above 5.0x on a sustained basis, EBITA coverage of interest falls below 2.0x, and if the company's liquidity profile deteriorates. The ratings could be upgraded if the company is able to significantly increase its size, scale, and diversity while maintaining good credit metrics. Headquartered in St. Augustine, FL, Brown Jordan International, Inc. is a manufacturer of indoor and outdoor furniture for both consumers and commercial markets, particularly in the hospitality space. It sells under the brand names Charter, Tropitone, Texacraft, Winston, Casual Living, and Brown Jordan. Following its purchase in 2017, Brown Jordan is owned by private equity firm Littlejohn and Co. Pro Forma revenue for the twelve months trailing September 30, 2016 was $357 million. BROWN JORDAN: S&P Assigns 'B' CCR on Moderate Debt Leverage ----------------------------------------------------------- S&P Global Ratings assigned its 'B' corporate credit rating to St. Augustine, Fla.-based Brown Jordan International Inc. The outlook is stable. At the same time, S&P assigned a 'B' issue-level rating to the company's proposed $160 million senior secured term loan due 2023. The '3' recovery rating indicates S&P's expectation of meaningful (50%-70%, higher end) recovery in the event of a payment default. The company is also issuing a proposed $35 million asset-based lending (ABL) revolving credit facility (unrated) due 2022. The company expects to use proceeds from the debt offering to fund the acquisition and related expenses. At the close of the transaction, S&P estimates that Brown Jordan will have about $180 million of adjusted debt outstanding. The ratings on Brown Jordan reflect its moderate debt leverage, limited market position, and scale in the highly fragmented U.S. indoor and outdoor furniture industry. Other factors include the company's narrow business focus whereby demand for its products are largely linked to remodeling projects at commercial and hotel properties, resulting in substantial exposure to economic down-cycles given the discretionary nature of travel in the leisure industry and the likelihood for homeowners to defer purchases in the consumer-retail business. Brown Jordan is a designer and manufacturer of indoor and outdoor furniture for commercial and consumer markets in the U.S. The company has a broad portfolio of established brands that include Charter Furniture, Tropitone, Winston, Brown Jordan, and Casual Living Worldwide that spans from value to premium price points and caters to various demographics and end customers. Brown Jordan sells its products through a variety of channels, including wholesale and several company-operated retail and showroom stores. Therefore, customer concentration is low, with the largest customer representing no more than 12% of sales. Wholesale customers include specialty stores, mass merchants, and warehouse clubs. The stable outlook reflects S&P Global Ratings' expectation that the company will continue to maintain near-term operating improvement and leverage near 4x or below, based on S&P's forecast and expectation of continued improved profitability from the Brown Jordan Company line and increased contribution from specialty retail and commercial project sales and debt reduction with excess cash flow. S&P could lower the ratings if the company is unable to successfully win consistent project business to maintain margins to cover its fixed charges, which could constrain liquidity, or if U.S. macroeconomic conditions weaken materially, resulting in top line contraction by over 2%, margin contraction by over 2%, and leverage sustained above 5x. S&P could raise the ratings if Brown Jordan continues to grow its respective brands and realizes higher levels of expected cash flow, resulting in reduced debt leverage maintained below 3.5x. This is further demonstrated by its ability to manage its flexible variable cost structure during an economic downturn or deferred hospitality related spending. S&P believes this could also occur if the company pays down debt, does not fund sizeable, debt-financed acquisitions or dividends, and improves profitability from continued cost savings and revenue growth above S&P's assumptions, resulting in the EBITDA margin improving at least over 2%. CAMERON KUHN: Orlando Developer Files Bankruptcy With $22.8M Debt ----------------------------------------------------------------- The American Bankruptcy Institute, citing Paul Brinkmann of Orlando Sentinel, reported that Cameron Kuhn, once called the king of downtown Orlando, filed for personal Chapter 7 bankruptcy on Jan. 11, 2017, declaring $22.8 million in liabilities to various corporations. According to the report, specific liabilities listed in his bankruptcy include a $1 million judgment from an investor lawsuit in federal court in Northern Illinois; $19,500 in domestic support obligations and $36,485 in taxes. Kuhn also filed Jan. 11 to put one of his existing companies, First Loft Corporation, in bankruptcy, listing credit card debts there of $120,000, the Sentinel said. The Sentinel related that Kuhn bought up more than 20 properties in Orlando by 2007, when real estate markets crashed and the Great Recession began. By late 2008, he had told the Sentinel he was all but broke. He previously filed bankruptcy for one of his companies related to the Plaza in 2010, declaring $10 million in debts and in assets, the Sentinel said. CAROLINA MOLD: Hires Ivey, McClellan, Gatton & Siegmund as Attorney ------------------------------------------------------------------- Carolina Mold & Machine, Inc., seeks authorization from the U.S. Bankruptcy Court for the Middle District of North Carolina to employ Ivey, McClellan, Gatton & Siegmund, LLP as attorneys. The Debtor requires the Firm to: a. assist in investigating and examining contracts, bonds, mortgages, eases, financing statements and other related documents to determine whether the validity of such; b. determine the rights and priorities of lien holders, in any; c. advise in preserving the Debtor's properties and assets; and d. generally assist the Debtor in administering the estate. The Debtor-in-Possession will compensate and reimbursed the Firm in the manner approved by this Court from revenues generated during the course of the proceeding. Dirk W. Siegmund, Esq., member of the law firm of Ivey, McClellan, Gatton & Siegmund, LLP, assured the Court that the firm does not represent any interest adverse to the Debtor and its estates. The Firm may be reached at: Dirk W. Siegmund, Esq. Ivey, McClellan, Gatton & Siegmund, LLP 100 South Elm Street Suite 500 Greensboro, NC 27401 Phone: 336-274-4658 Fax: 336-274-4540 About Carolina Mold & Machining Carolina Mold & Machining, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D.N.C. Case No. 17-10001) on January 1, 2017. The petition was signed by Rodney Marion, president. At the time of the filing, the Debtor disclosed $660,978 in assets and $1.48 million in liabilities. CAROLLO BAR: Hearing on Approval of Disclosures Set For Feb. 21 --------------------------------------------------------------- The Hon. Christine M. Gravelle of the U.S. Bankruptcy Court for the District of New Jersey will hold on Feb. 21, 2017, at 2:00 p.m. a joint hearing to determine the adequacy of Carollo Bar and Restaurant, Inc.'s disclosure statement dated Jan. 3, 2017, and, if warranted, to approve the Debtor's plan of reorganization dated Jan. 3, 2017. Objections to the Disclosure Statement and Plan must be filed no later than seven days prior to the hearing. About Carollo Bar and Restaurant Carollo Bar and Restaurant, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. N.J. Case No. 16-14795) on March 15, 2016. The petition was signed by Antonina Carollo, president. The case is assigned to Judge Christine M. Gravelle. Carrie J. Boyle, Esq., at McDowell Posternock Apell & Detrick, PC, is the Debtor's realtor in connection with the sale of its real estate and liquor license. Ellen M. McDowell, Esq., at McDowell Posternock Apell & Detrick, PC, serves as the Debtor's bankruptcy counsel. At the time of the filing, the Debtor estimated its assets and debts at $1 million to $10 million. CASELLA WASTE: Moody's Assigns Caa1 to $25MM FAME Bonds ------------------------------------------------------- Moody's Investors Service assigned a Caa1 (LGD 5) rating to the $25 million Finance Authority of Maine (FAME) Solid Waste Disposal Revenue Bonds Series 2005R-3 which are guaranteed by Casella Waste Systems, Inc. (Casella). All other ratings on Casella are unaffected, including the B2 Corporate Family Rating (CFR) and the B1 senior secured credit facility ratings. The FAME Series 2005R-1 bonds ($3.6 million) as well as the FAME Series 2005R-2 bonds ($21.4 million) are being remarketed into this new series, FAME Series 2005R-3. As a result, upon funding of the Series 2005R-3 bonds, Moody's expects to withdraw the Caa1 rating on the Series 2005R-2 bonds. The rating outlook is stable. RATINGS RATIONALE Casella Waste Systems, Inc.'s B2 Corporate Family Rating (CFR) reflects an improving but still elevated leverage position (debt-to-EBITDA near 5x), weak EBIT-to-interest coverage (approximately 1x) and modest scale with a regional focus. The rating is supported by the company's steady progress in de-risking its credit profile and reflects Moody's expectation for this positive momentum to continue as Casella executes its ongoing strategic initiatives implemented in late 2012. Operational improvements including sourcing incremental waste volumes to its landfills as the Northeast experiences a supply-demand disposal capacity imbalance, heightened focus on pricing collection operations in excess of inflation, collection route efficiencies and the implementation of a new fee structure for the recycling operations continue to drive higher returns and cash flow generation. Accordingly, Moody's anticipates debt-to-EBITDA to fall below 5x and EBIT-to-interest to comfortably exceed 1x by the end of 2017. Casella's liquidity profile is adequate as denoted by the SGL-3 rating. The modest cash position is supported by improving free cash flow generation that is being driven by stronger margins - year-over-year pricing growth in the collection and disposal lines of business - and capital expenditures that should settle into the waste industry average of approximately 10% of revenues. The $160 million secured revolving credit facility had approximately $65 million drawn at the end of November 2016. After netting posted letters of credit, revolving availability was roughly $73 million. Moody's expects availability to steadily increase through 2017 with the application of free cash flow to the outstanding revolver balance. The revolving facility includes standing maintenance covenants of maximum net leverage with step-downs and minimum interest coverage with step-ups. The stable outlook reflects Moody's expectations for modest but steady revenue growth over the next 12-24 months driven by stronger collection pricing and rising tipping fees as a result of reduced landfill capacity in the Northeast US. The majority of expected free cash flow - over $20 million in 2016 and over $25 million in 2017 - is anticipated to be utilized to pay down the revolving credit facility and term loan, meaningfully reducing leverage, with a secondary focus on tuck-in acquisitions. Profitable expansion of the company's operating footprint beyond New England and New York could lead to a ratings upgrade. Additionally, debt-to-EBITDA below 4.5x, free cash flow-to-debt in the mid-to-upper single-digit range and EBIT-to-interest approaching 2x could result in upward rating pressure. A material decline in revenues, free cash flow turning negative for an extended period of time, debt-to-EBITDA trending towards 5.5x or a material erosion in the liquidity position could lead to a downgrade. Rating Assigned: Senior Unsecured Solid Waste Disposal Revenue Bonds, FAME Series 2005R-3, at Caa1 (LGD5) Rating expected to be withdrawn upon funding of this transaction: Senior Unsecured Solid Waste Disposal Revenue Bonds, FAME Series 2005R-2, at Caa1 (LGD5) Casella Waste Systems, Inc. is a Northeast US regionally-focused (Vermont, New Hampshire, New York, Massachusetts, Maine and Pennsylvania) solid waste management company providing collection, transfer, disposal and recycling services. The company reported revenues of approximately $560 million for the latest twelve months ended September 30, 2016. CASELLA WASTE: S&P Assigns 'CCC+' Rating on Proposed $25MM Bonds ---------------------------------------------------------------- S&P Global Ratings assigned its 'CCC+' issue-level rating and '6' recovery rating to Casella Waste Systems Inc.'s proposed $25 million Finance Authority of Maine (FAME) solid waste tax-exempt bonds. The bonds are being issued by the Finance Authority of Maine. The '6' recovery rating indicates S&P's expectation for negligible (0%-10%) recovery in the event of a payment default. All of S&P's other ratings on Casella Waste Systems remain unchanged. Casella is issuing $25 million of FAME solid waste tax-exempt bonds to repay its $21.4 million FAME series 2005R-2 senior unsecured bonds and $3.6 million FAME series 2005-R1 letter of credit enhanced variable-rate bonds. S&P expects that the proposed $25 million FAME bonds will be marketed as eight-year senior unsecured bonds. Casella is a vertically integrated provider of collection, recycling, transfer, and disposal services for residential, commercial, and industrial customers that primarily serves the Northeastern U.S. The company's generated $561 million in sales and $119 million in adjusted EBITDA during the trailing 12 months ended Sept. 30, 2016. S&P's corporate credit rating on Casella reflects the company's vertically integrated business model, ample landfill capacity in a constrained region, and strong market share. This is somewhat offset by the company's limited geographic footprint, as it only operates in the Northeastern U.S. S&P anticipates that the company's adjusted debt-to-EBITDA metric will remain above 5x over the next 12 months, which is consistent with our current rating. RECOVERY ANALYSIS Key analytical factors -- S&P's simulated default scenario envisions a payment default in 2020 stemming from declining waste volume amid economic weakness in the company's Northeastern U.S. markets while prices for recycled products remain sluggish. At the same time, competition intensifies, which pressures Casella's margins and cash flow. Eventually, the company's liquidity and capital resources would become strained to the point that it would be unable to continue to operate without filing for bankruptcy. -- S&P believes that the company's underlying business would continue to have considerable value and expect that Casella would re-emerge from bankruptcy, rather than pursue a liquidation scenario. -- S&P projects that the company will generate $77 million of EBITDA when it emerges from bankruptcy. S&P's other key assumptions include: -- $160 million revolving credit facility is 85% drawn at default; and -- All debt outstanding at default includes six months of accrued interest. Simulated default assumptions -- Simulated default year: 2020 -- EBITDA multiple: 6x -- Emergence EBITDA: $77 million Simplified waterfall -- Net enterprise value: $441 million (less 5% administrative expenses) -- Priority claims: $26 million -- Value available to senior secured claims: $415 million -- Senior secured debt claims: $466 million -- Recovery expectations: 70%-90% (higher end of range) -- Value available to unsecured debt claims: Negligible -- Unsecured subordinated debt claims (includes proposed $25 million FAME senior unsecured bonds): $110 million -- Recovery expectations: 0%-10% RATINGS LIST Casella Waste Systems Inc. Corporate Credit Rating B/Stable/-- New Ratings Finance Authority of Maine $25M FAME Solid Waste Tax-Exempt Bnds CCC+ Recovery Rating 6 CHICAGO PUBLIC SCHOOLS: Liquidity Crisis Worsens, Moody's Says -------------------------------------------------------------- While unfunded pension liabilities will continue weighing on the City of Chicago's (Ba1 negative) credit profile, plans to significantly increase contributions with higher taxes is a favorable departure from prior funding practices. However, the liquidity crisis at Chicago Public Schools (CPS -- B3 negative) is worsening amid a continued budget impasse at the state level, Moody's Investors Service says in two new research reports released Jan. 12, 2017. While Chicago and CPS are legally separate entities with distinct credit profiles, they share the same tax base and have some overlapping governance. In "City of Chicago: Frequently Asked Questions," Moody's says despite the city's expanding economy, revenue growth, and healthy liquidity, its pension burden is likely to remain among the highest of any rated, major local government for many years. "While Chicago's recent tax increases will provide revenue to significantly increase pension funding, the city's unfunded pension liabilities exceed seven times its revenue and are projected to grow for at least 15 more years," says Matt Butler, Vice President of Moody's. Moody's says there is a limit on Chicago's ability to raise taxes on its citizens and businesses, because each increase tempers the appetite for further tax hikes that could be needed. Within the last two years, there has been numerous tax increases by overlapping governments, including Chicago, CPS and Cook County, IL (A2 stable), with new revenue slated for funding pensions instead of government services. In a separate report, "Chicago Public Schools: Frequently Asked Questions," Moody's states CPS' fiscal pressures are intensifying due to depletion of reserves following years of imbalanced operations, unrealistic budget assumptions, and escalating pension costs. "CPS' deteriorating credit profile reflects years of budget imbalance which have completely drained operating reserves, leaving the district with minimal protection against further budget pressures," said Naomi Richman, Managing Director of Moody's. Coinciding with the sharp drop in fund balance, CPS' liquidity has fallen considerably and the district has turned to issuing short-term tax anticipation notes to support its operations. Its recent $730 million offering is strictly for capital improvements and cannot be used for operating expenses. CPS has also assumed material growth in state aid that for the last two years has not materialized, worsening its budget imbalance. Rising pension costs have also exacerbated CPS' finances and these costs will continue to grow annually. Moody's says CPS could consider more difficult options to address its finances should the State of Illinois (Baa2 negative) be unable or unwilling to provide additional relief: levy for debt service on GO alternate revenue bonds, stop making employer pension contributions, or seek state authorization to file for Chapter 9 bankruptcy. As CPS' credit deteriorates, it could have an impact on the city's credit profile. CPS is integral to Chicago's economy and tax base, and CPS' budget pressures could impair the city's ability to raise revenue. Should CPS levy for debt service, the subsequent property tax increase for Chicago residents and businesses could weaken the city's political and practical ability to increase tax revenues in the future. CLAIRE'S STORES: Units Ink $50M Credit Pact with Angelo Gordon -------------------------------------------------------------- Claire's (Gibraltar) Intermediate Holdings Limited, an indirect subsidiary of Claire's Stores, Inc., and certain subsidiaries of Claire's Intermediate Gibraltar entered into a credit agreement on Jan. 5, 2017, with Botticelli LLC, as administrative agent, Cortland Capital Market Services LLC, as collateral agent, and the lenders party thereto. The lenders are certain funds and accounts managed by Angelo, Gordon & Co., L.P. The Europe Credit Agreement replaced that certain Amended and Restated Multicurrency Revolving Facility, dated as of Sept. 20, 2016, among Claire's Intermediate Gibraltar, the other borrowers party thereto and HSBC Bank PLC, as lender, which HSBC Credit Facility terminated effective Jan. 5, 2017. The Europe Credit Agreement provides for a $50 million aggregate principal amount secured term loan that was made on Jan. 5, 2017, and will mature on Jan. 31, 2019. Interest accrues at 15% per annum during the first year (with 3% pay-in-kind) and 12% per annum during the second year. All obligations under the Europe Credit Agreement have been guaranteed by certain of Claire's Intermediate Gibraltar's existing direct and indirect wholly-owned subsidiaries, and secured by liens on the assets of Claire's Intermediate Gibraltar, the other borrower and the guarantors party thereto and by a pledge of the shares of Claire's Intermediate Gibraltar, in each case, subject to certain exceptions and limitations. The Europe Credit Agreement contains customary affirmative and negative covenants applicable to the Loan Parties, events of default and provisions relating to mandatory and voluntary payments. These covenants restrict the Loan Parties' ability to incur indebtedness, grant liens and make investments, subject to the exceptions and conditions set forth therein. Claire's Intermediate Gibraltar is also restricted from making foreign cash transfers to Claire's Stores and its subsidiaries, subject to compliance with a leverage ratio test and to certain exceptions. Additionally, the Loan Parties must maintain specified minimum balances of cash and cash equivalents, measured as of the last day of any fiscal month, specified minimum collateral values, measured as of the last day of any fiscal quarter, and specified levels of Consolidated Total Assets and EBITDA, measured as of the last day of any fiscal quarter. Neither Claire's Stores nor any of its U.S. subsidiaries will be party to, or guarantors of, the Europe Credit Agreement. About Claire's Stores Hoffman Estates, Ill.-based Claire's Stores, Inc. -- http://www.clairestores.com/-- is a specialty retailer of fashionable jewelry and accessories for young women, teens, tweens and girls ages 3 to 35. The Company operates through its stores under two brand names: Claire's and Icing. As of July 30, 2016, Claire's Stores, Inc. operated 2,801 stores in 17 countries throughout North America and Europe, excluding 806 concession locations. The Company franchised 596 stores in 29 countries primarily located in the Middle East, Central and Southeast Asia, Central and South America, Southern Africa and Eastern Europe. As of Oct. 29, 2016, Claire's Stores had $2.06 billion in total assets, $2.55 billion in total liabilities and a stockholders' deficit of $490.47 million. * * * In October 2016, Moody's Investors Service downgraded to 'Ca' from 'Caa3' the corporate family rating of Claire's Stores, Inc., and took rating actions on various instruments. The outlook remains negative. "These rating actions result from Claire's closing its exchange offer, which we characterized as a distressed exchange, as well as new credit facilities which were issued in tandem with the closing of the exchange," stated Moody's Vice President Charlie O'Shea. In October 2016, S&P Global Ratings raised its corporate credit rating on Claire's Stores to 'CC' from 'SD'. "The rating action follows our review of Claire's capital structure, its liquidity position following the recent debt exchange, and our expectations for future restructuring actions. The company issued approximately $179 million of new term loans that were used to cancel roughly $575 million of notes and extend the debt maturities," said credit analyst Samantha Stone. "The transaction is estimated to save the company $24 million in annual cash interest savings." CLAYTON WILLIAMS: Director Resignation Triggers Listing Deficiency ------------------------------------------------------------------ Clayton Williams Energy, Inc., filed an interim written affirmation with the New York Stock Exchange notifying the NYSE that, as a result of the resignation of Mr. Ted G. Gray, Jr. from the board of directors of the Company, the Company is not currently in compliance with Section 303A.07(a) of the NYSE's Listed Company Manual because the audit committee of the Board consists of only two members. On Jan. 10, 2017, the Company received a letter from the NYSE indicating that if the Company is not able to cure this deficiency by Jan. 18, 2017, a "BC" indicator will be added to the Company's ticker symbol "CWEI" on Jan. 20, 2017, to denote that the Company is not in compliance with the NYSE's continued listing standards. The Company's common stock will continue to be listed and traded, subject to compliance with the other continued listing requirements, and the "BC" indicator will be removed when the Company is compliant with all NYSE listing standards. The Board intends to commence its search for and appoint an independent director to the Board to serve as the third member of the Audit Committee as soon as practicable. The Company received notice from Mr. Ted G. Gray, Jr., of his resignation from the Board and all committees thereof, effective Jan. 5, 2017. There was no disagreement between Mr. Gray and the Board, the Company, or the Company's management regarding any matter relating to the Company's operations, policies or practices, according to a Form 8-K report filed with the Securities and Exchange Commission. Mr. Gray was a member of the Audit, Compensation and Nominating and Governance Committees of the Board. 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. CLINICA SANTA ROSA: Wants Premium Financing from IPFS Corporation ----------------------------------------------------------------- Clinica Santa Rosa, Inc., asks the U.S. Bankruptcy Court for the District of Puerto Rico for authorization to enter into a Premium Finance Agreement with IPFS Corporation. The Debtor tells the Court that it does not have the full amount to pay the premium of the Insurance Policy, in the amount of $299,315. The Debtor further tells the Court that it needs to enter into the Premium Finance Agreement in order to continue its insurance policies, as required. The Debtor relates that it has made the arrangements to renew the Insurance Policy and has made down payments on the same to Fulcro Insurance, Inc., in the amount of $88,566. The Debtor seeks to obtain premium financing from IPFS Corporation with the following relevant terms, among others: (a) Amount Financed: $206,655 (b) Total of Payments: $210,749 (c) Annual Percentage Rate: 4.730% (d) Finance Charge: $4,094.16 The Debtor proposes to grant IPFS Corporation with a first priority security interest in the policies, including: (1) all money that is or may become due under the agreement because of a loss under the policies that reduces unearned premiums; (2) any return of premiums or unearned premiums under the policies; and (3) any dividends that may become due the debtors in connection with policies. The Debtor contends that in the event that it defaults under the terms of the Premium Finance Agreement, IPFS Corporation may, in accordance with the terms of the agreement and without further order of the Court, cancel the policies listed in the agreement or any amendment thereto and receive and apply the unearned or the return premiums to the Debtor's account. A full-text copy of the Debtor's Motion, dated Jan. 11, 2017, is available at http://bankrupt.com/misc/ClinicaSantaRosa2016_1609033eag11_81.pdf About Clinica Santa Rosa Clinica Santa Rosa, Inc., engaged in a healthcare business, filed a Chapter 11 petition (Bankr. D.P.R. Case No. 16-09033) on Nov. 14, 2016. The petition was signed by Fernando Alarcon Ocasio, president. At the time of the filing, the Debtor estimated assets at $1 million to $10 million and liabilities $10 million to $50 million. The Debtor is represented by Antonio I. Hernandez Santiago, Esq. The U.S. Trustee for the District of Puerto Rico appointed Edna Diaz De Jesus and the Patient Care Ombudsman for Clinica Santa Rosa. CLUB VILLAGE: Seeks to Hire Akerman as Special Counsel ------------------------------------------------------ Club Village, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire Akerman LLP as special counsel. The Debtor tapped the firm to draft documents in connection with the closing of the sale of its assets. Akerman will be paid on an hourly basis for its services and will receive reimbursement for work-related expenses. Andrew Sodl, Esq., the attorney designated to provide the services, disclosed in a court filing that he and his firm do not hold or represent any interest adverse to the Debtor's bankruptcy estate. The firm can be reached through: Andrew Sodl, Esq. Akerman LLP 50 N. Laura St., Suite 3100 Jacksonville, FL 32202 Phone: (904) 798-3700 Email: Andrew.sodl@akerman.com The Debtor is represented by: Aaron A. Wernick, Esq. Furr Cohen, P.A. 2255 Glades Road, Suite 337W Boca Raton, FL 33431 Phone: (561) 395-0500 Fax: (561) 338-7532 Email: awernick@furrcohen.com About Club Village Club Village, LLC, filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 16-21497) on Aug. 22, 2016. The petition was signed by Fred DeFalco, managing member. The Debtor is represented by Aaron A. Wernick, Esq., at Furr & Cohen. The case is assigned to Judge Erik P. Kimball. The Debtor disclosed total assets at $11.5 million and total debts at $11.2 million. As of Jan. 10, 2017, no trustee, examiner or statutory committee has been appointed in the Debtor's case. COATES INTERNATIONAL: Issues $43,000 Promissory Notes to Power Up ----------------------------------------------------------------- Coates International, Ltd., received on Jan. 10, 2017, the net proceeds of a Securities Purchase Agreement and related convertible promissory note, dated Jan. 5, 2017, in the face amount of $43,000 issued to Power Up Funding Group, Ltd. The Promissory Note matures in October 2017 and provides for interest at the rate of eight percent per annum. The Note may be converted into unregistered shares of the Company's common stock, par value $0.0001 per share, at the Conversion Price, as defined, in whole, or in part, at any time beginning 180 days after the date of the Note, at the option of the Holder. All outstanding principal and unpaid accrued interest is due at maturity, if not converted prior thereto. The Company incurred expenses amounting to $3,000 in connection with this transaction. The Conversion Price will be equal to 61% multiplied by the Market Price. The Market Price will be equal to the average of the three lowest closing bid prices of the Company's common stock on the OTC Pink Sheets during the 10 trading-day period ending one trading day prior to the date of conversion by the Holder. The Conversion Price is subject to adjustment for changes in the capital structure such as stock dividends, stock splits or rights offerings. The number of shares of common stock to be issued upon conversion will be equal to the aggregate amount of principal, interest and penalties, if any divided by the Conversion Price. The Holder anticipates that upon any conversion, the shares of stock it receives from the Company will be tradable by relying on an exemption under Rule 144 of the U.S. Securities and Exchange Commission. The Conversion Price is subject to adjustment in the event of any of the following: 1. During the period when a Major Announcement by the Company relating to a merger, consolidation, sale of the Company or substantially all of its assets or tender offer is in effect. 2. A merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event being consummated. The Company is not permitted to pay dividends or make other distributions of capital or repurchase or otherwise acquire any shares of its capital stock without the Holder's consent and is subject to certain restrictions on new borrowings, while there is a remaining outstanding balance related to the convertible promissory note. These notes may be prepaid during the first six months the notes are outstanding by paying a prepayment penalty equal to 30% during the first 60 days, increasing in 5% increments each month thereafter, to a maximum of 50%. The Company has reserved 939,980,710 shares of its unissued common stock for potential conversion of the convertible note. The convertible promissory note was privately offered and sold to the Holder in reliance on specific exemptions from the registration requirements of the United States federal and state securities laws which the Company believes are available to cover this transaction based on representations, warranties, agreements, acknowledgements and understandings provided to the Registrant by the Holder. About Coates Based in Wall Township, N.J., Coates International, Ltd. (OTC BB: COTE) -- http://www.coatesengine.com/-- was incorporated on Aug. 31, 1988, for the purpose of researching, patenting and manufacturing technology associated with a spherical rotary valve system for internal combustion engines. This technology was developed over a period of 15 years by Mr. George J. Coates, who is the President and Chairman of the Board of the Company. The Coates Spherical Rotary Valve System (CSRV) represents a revolutionary departure from the conventional poppet valve. It changes the means of delivering the air and fuel mixture to the firing chamber of an internal combustion engine and of expelling the exhaust produced when the mixture ignites. Coates International reported a net loss of $10.2 million on $94,200 of total revenues for the year ended Dec. 31, 2015, compared to a net loss of $12.8 million on $19,200 of total revenues for the year ended Dec. 31, 2014. As of Sept. 30, 2016, Coates had $2.39 million in total assets, $7.08 million in total liabilities and a total stockholders' deficiency of $4.69 million. Cowan, Gunteski & Co., P.A., in Tinton Falls, New Jersey, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company continues to have negative cash flows from operations, recurring losses from operations, and a stockholders' deficiency. These conditions raise substantial doubt about its ability to continue as a going concern. COMPANION DX: Plan Disclosures Hearing Set for Feb. 14 ------------------------------------------------------ Judge Marvin Isgur of the U.S. Bankruptcy Court for the Southern District of Texas conditionally approved the combined plan and disclosure statement filed by Companion DX Reference Lab, LLC. Feb. 10, 2017 is fixed as the last day for filing written acceptances or rejections of the plan. Feb. 14, 2017 at 3:00 p.m. is fixed for the hearing on final approval of the disclosure statement and for the hearing on confirmation of the plan. Feb. 10, 2017 is fixed as the last day for filing written objections to the disclosure statement and confirmation of the plan. About Companion DX Reference Lab Companion DX Reference Lab, LLC, filed a Chapter 11 bankruptcy petition (Bankr. S.D.Tex. Case No. 16-33427) on July 5, 2016. The petition was signed by Michael Stewart, chief executive officer. Judge Marvin Isgur presides over the case. Leonard H. Simon, Esq., at Pendergraft & Simon, LLP, represents the Debtor as counsel. The Debtor estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities at the time of the filing. COOK INVESTMENTS: U.S. Trustee Unable to Appoint Committee ---------------------------------------------------------- An official committee of unsecured creditors has not yet been appointed in the Chapter 11 cases of Cook Investments NW ARL LLC, et al., as of Jan. 12, 2017, according to a court docket. Arlington, Washington-based Cook Investments NW ARL LLC (Bankr. W.D. Wash. Case No. 16-15837), Cook Investments NW Fern LLC (Bankr. W.D. Wash. Case No. 16-15833), Cook Investments NW LLC (Bankr. W.D. Wash. Case No. 16-15834), Cook Investments NW Darr LLC (Bankr. W.D. Wash. Case No. 16-15836), and Spanaway, Washington-based Cook Investments NW, SPNWY, LLC (Bankr. W.D. Wash. Case No. 16-44782) filed separate Chapter 11 bankruptcy petitions on Nov. 21, 2016. The petitions were signed by Michael L. Cook, sole member. Judge Marc Barreca presides over the cases of Cook Investments NW Fern, Cook Investments NW Darr, and Cook Investments NW ARL. Judge Timothy W. Dore presides over the Cook Investments NW case. Judge Brian D Lynch presides over the Cook Investments NW, SPNWY case. James L. Day, Esq., and Katriana L Samiljan, Esq., at Bush Kornfeld LLP serves as the Debtors' bankruptcy counsel. Cook Investments NW Fern, Cook Investments NW Darr, Cook Investments NW ARL, and Cook Investments NW, SPNWY, each estimated their assets and liabilities at between $1 million and $10 million each. Cook Investments NW estimated its assets at up to $50,000 and its liabilities at between $1 million and $10 million. CREEKSIDE CANCER: Seeks to Hire Anderson & Whitney as Accountant ---------------------------------------------------------------- Creekside Cancer Care, LLC seeks approval from the U.S. Bankruptcy Court for the District of Colorado to hire an accountant. The Debtor proposes to hire Anderson & Whitney, P.C. to prepare its Form 1099s due January 31, assist in preparing its partnership tax return due March 15, and provide other accounting services related to its Chapter 11 case. Judy Hicks and Jennifer Darnell, the Anderson professionals designated to provide the services, will be paid $290 per hour and $165 per hour. Ms. Hicks, a certified public accountant, disclosed in a court filing that her firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. Anderson can be reached through: Judy Hicks Anderson & Whitney, P.C. 5801 W. 11th St., Suite 300 Greeley, CO 80634-4813 Phone: 970-352-7990 About Creekside Cancer Care Creekside Cancer Care, LLC, filed a Chapter 11 petition (Bankr. D. Colo. Case No. 16-21943) on December 9, 2016. The petition was signed by Charles Kelley Simpson, sole member. The Debtor is represented by Steven E. Abelman, Esq., Samuel M. Kidder, Esq., and Michael J. Pankow, Esq., at Brownstein Hyatt Farber Schreck, LLP. The Debtor estimated assets and liabilities at $1 million to $10 million. The Debtor is a cancer care and treatment center based in Lafayette, Colorado. It provides a range of non-invasive radiation therapy treatment options to its patients. CRISTALEX INC.: Hires Falcon-Sanchez & Associates as Accountant --------------------------------------------------------------- Cristalex, Inc., seeks authorization from the U.S. Bankruptcy Court for the District of Puerto Rico to employ Falcon-Sanchez & Associates, PSC, as accountant for Debtor. The Debtor requires the Firm to: a. reconcile financial information to assist the Debtor in the preparation of monthly operating reports; b. assist in the reconciliation and clarification of proof of claims filed and amount due to creditors; c. provide general accounting and tax services to prepare year-end reports and income tax preparation; d. assist the Debtor and Debtor's counsel in the preparation of the supporting documents for the Chapter 11 Reorganization Plan, including negotiation with creditors. The Firm will be paid at these hourly rates: Ismael Falcon Ortega, CPA $200 CPA Supervisor $125 Senior Accountant $100 Staff Accountant $75 The Firm will receive a retainer of $1,000 The Firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Ismael Falcon Ortega, CPA, of Falcon-Sanchez & Associates, PSC, assured the Court that the firm does not represent any interest adverse to the Debtor and its estates. The Firm may be reached at: Ismael Falcon Ortega, CPA Falcon-Sanchez & Associates, PSC 1510, FD Roosevelt Ave. Guaynabo, PR Tel: (787)273-7979 Fax: (787)273-9797 About Cristalex Inc. Cristalex, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 16-06385) on August 11, 2016. The petition was signed by Marta Pagan Batista, president. At the time of the filing, the Debtor estimated assets of less than $500,000 and liabilities of $500,001 to $1 million. CRYSTAL LAKE GOLF: Wants to Continue Using Cash Collateral ---------------------------------------------------------- Crystal Lake Golf Club, LLC seeks authorization from the U.S. Bankruptcy Court for the District of Massachusetts to continue using the cash collateral of Pentucket Bank and the Internal Revenue Service until June 30, 2017. The Debtor intends to utilize the proceeds generated through the operation of its business and the membership income, otherwise, the Debtor will be unable to continue business operations and perform its obligations to Pentucket Bank, the IRS, the Debtor's employees, and its vendors. The Proposed Budget also includes the U.S. Trustee's estimated distribution. The Debtor proposes to continue to pay monthly principal and interest payments in the amount of $10,818 to Pentucket Bank and $2,700 to the IRS, plus an amount for real estate taxes sufficient to keep the post-petition real estate taxes current the period covered by the Proposed Budget. The Debtor further proposes to grant Pentucket Bank and the IRS with post-petition replacement liens in those assets generated in the postpetition period that would have constituted collateral subject to Pentucket Bank's and the IRS' prepetition liens and security interests, which Post-petition Liens will have the same priority as Pentucket Bank's and the IRS' prepetition liens. The Replacement Liens will be recognized, however, only to the extent of any diminution in value of Pentucket Bank's and/or the IRS' Pre-Petition Collateral after the petition date resulting from the Debtor's use of Cash Collateral during this Chapter 11 case. The Debtor expects that its ongoing post-petition maintenance and operation of the Golf Club will preserve the current value of the Golf Club and thereby protect Pentucket Bank's and the IRS' interest in the Debtor and its assets. A full-text copy of the Debtor's Motion, dated January 10, 2017, is available at https://is.gd/uJCA6V About Crystal Lake Golf Club LLC Crystal Lake Golf Club, LLC, filed a chapter 11 petition (Bankr. D. Mass. Case No. 16-41324) on July 27, 2016. The petition was signed by Michael J. Maroney, managing member. The case is assigned to Judge Christopher J. Panos. The Debtor estimated assets at $500,000 to $1 million and liabilities at $1 million to $10 million at the time of the filing. The Debtor is represented by Richard A. Mestone, Esq., at Mestone & Associates LLC. The Debtor employed Jeffrey M. Dennis, CPA, as accountant. DAMAR HOLDINGS: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: Damar Holdings LLC 1024 Pleasant Circle Rockville, MD 20850 Case No.: 17-10473 Nature of Business: Single Asset Real Estate Chapter 11 Petition Date: January 12, 2017 Court: United States Bankruptcy Court District of Maryland (Greenbelt) Judge: Hon. Lori S. Simpson Debtor's Counsel: Michael Patrick Coyle, Esq. THE COYLE LAW GROUP LLC 6700 Alexander Bell Drive, Suite 200 Columbia, MD 21046 Tel: 410-884-3180 Fax: 410-884-3104 E-mail: mcoyle@thecoylelawgroup.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by David Rea, managing member. The Debtor has no unsecured creditor. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/mdb17-10473.pdf DE-TECH COLLISION: Seeks to Hire Skillman Group as Accountant ------------------------------------------------------------- De-Tech Collision, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of Michigan to hire an accountant. The Debtor proposes to hire Skillman Group, PLC to assist in the preparation of its monthly financial statements, prepare its tax returns, and provide other accounting services. The hourly rates charged by the firm are: Partners $250 Managers $175 Seniors $145 Staff $90 Paraprofessionals $50 Mark Gilroy, an accountant employed with Skillman Group, disclosed in a court filing that he and other employees of the firm are "disinterested persons" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Mark Gilroy Skillman Group, PLC 2150 Butterfield, Suite 210 Troy, MI 48084 Phone: (248) 641-5020 Fax: (248) 641-5030 About De-Tech Collision De-Tech Collision, Inc. filed a chapter 11 petition (Bankr. E.D. Mich. Case No. 16-55398) on Nov. 14, 2016. The petition was signed by Suzanne Chaaban, corporate officer. The Debtor is represented by Kimberly Ross Clayson, Esq., at Schneider Miller, P.C. The Debtor disclosed total assets at $1.07 million and total liabilities at $230,650. DEAN YOUNG: Court Approves Disclosure Statement ----------------------------------------------- Judge David R. Duncan of the U.S. Bankruptcy Court for the District of South Carolina issued an order approving Dean Young Enterprises, LLC's disclosure statement referring to its plan of reorganization filed on Nov. 8 2016. As previously reported, the restructuring plan proposes to sell the Debtor's real estate located at 100 Old Barnwell Road, in West Columbia, South Carolina. The Debtor believes the property is worth $785,000. Feb. 10 is set as the last day for filing ballots accepting or rejecting the plan. Any objections to the confirmation of the plan must be in writing and served on or before Feb. 10, 2017. The hearing on the confirmation of the plan will be held on Feb. 16, 2017 at 10:30 a.m at the J Bratton Davis U.S. Bankruptcy Courthouse, 1100 Laurel St, Columbia, SC. A copy of the disclosure statement is available for free at https://is.gd/LCPgan About Dean Young Enterprises Dean Young Enterprises, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.S.C. Case No. 16-04214) on August 19, 2016. The petition was signed by Dean Young, vice president. The case is assigned to Judge David R. Duncan. At the time of the filing, the Debtor estimated its assets and debts at $1 million to $10 million. The Debtor is represented by Jane H. Downey, Esq. at Moore Taylor Law Firm, P.A. The Debtor hired Colliers International South Carolina, Inc. as its real estate agent. The Office of the U.S. Trustee disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Dean Young Enterprises, LLC. DIADEM ENTERPRISES: Hires McWhorter, Cobb & Johnson as Counsel -------------------------------------------------------------- Diadem Enterprises, Inc., seeks authorization from the U.S. Bankruptcy Court for the Northern District of Texas to employ McWhorter, Cobb & Johnson, LLP as counsel for the Debtor. The Debtor requires the Firm to: a. prepare motions, notices, orders and legal papers necessary to comply with the requisites of the United States Bankruptcy Code and Bankruptcy Rules; b. counsel with the Debtor regarding preparation of operating reports, motions for use of cash collateral, and development of a Chapter 11 Plan of Reorganization; c. advise the Debtor concerning questions arising in the conduct of the administration of the estate and concerning the Debtor's rights and remedies with regard to the estate's assets and the claims of secured, preferred and unsecured creditors and other parties in interest; and d. assist the Debtor with any and all sales of assets, closings of such sales, and distributions to creditors. MCJ will be paid at these hourly rates: Partners/Associates $150-$300 Paralegals/Law Clerks $80-$100 MCJ has received a retainer in the sum of $31,700. MCJ will also be reimbursed for reasonable out-of-pocket expenses incurred. Todd J. Johnston, Esq., partner in the law firm of McWhorter, Cobb & Johnson, LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and has no connection with any of the creditors of the estate, or any party of interest, their respective attorneys and accountants, the US Trustee or any person employed in the office of the US Trustedd. MCJ may be reached at: Todd J. Johnston, Esq. McWhorter, Cobb & Johnson, LLP 1722 Broadway P. O. Box 2547 Lubbock, Texas 79408 Tel: 806/762-0214 Fax: 806/762-8014 About Diadem Enterprises Diadem Enterprises, Inc. dba DMIC - Dale Miller Independent Consultants, based in Memphis, Tex., filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 16-20362) on December 16, 2016. The Hon. Robert L. Jones presides over the case. Todd Jeffrey Johnston, Esq. serves as bankruptcy counsel. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The petition was signed by Dale Miller, president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/txnb16-20362.pdf DRAFT CONTRACTING: Unsecureds to be Paid Over 5 Yrs., Plus 2.5% --------------------------------------------------------------- Draft Contracting, LLC, filed with the U.S. Bankruptcy Court for the District of Colorado a disclosure statement referring to the Debtor's first amended plan of reorganization filed on Dec. 15, 2016. Class 6(a)-(g) Unsecured Claims are each separate unsecured creditor classes and are comprised of creditors holding allowed unsecured claims against either of the Debtors, including any allowed penalty claims held by any taxing authority which are not related to actual pecuniary loss. Allowed Class 6 Claims will receive their pro rata share of the net profits fund. Distributions from the Net Profits Fund will continue for five years following the Effective Date. Distributions to Class 6 claimants will not exceed the amount of the allowed unsecured claims plus interest calculated at 2.5% per annum. Distributions to the Allowed Class 6 claimants will be made annually on Sept. 1 and will commence Sept. 1, 2017. In the alternative, at any time during the term of the Plan and at its sole discretion, the Debtor may distribute $15,000 (the amount projected to be distributed to unsecured creditors under the Plan) less any payments already made under the Plan, as a lump-sum payment to the allowed Class 6 claimants on a pro rata basis, in full, final, and complete satisfaction of their unsecured claims. Distributions to the Class 6 claimants will equal at least an aggregate amount of $5,000 over the term of the Plan. Payments and distributions under the Plan will be funded by a post-petition debtor in possession loan and the Debtor's operations. The Debtor plans to focus on directional drilling operations which are generally more profitable than trenching. The Debtor has verified that there are profitable contracts available to it for the year 2017. The Debtor has reduced expenses and streamlined operations. The Debtor anticipates that its business performance will increase as a result of the infusion of cash from the debtor-in-possession loan. The Disclosure Statement is available at: http://bankrupt.com/misc/cob16-12536-125.pdf About Draft Contracting Draft Contracting, LLC, based in Denver, Colorado, was formed in 2006 by Darby and Pamela Montoya. It does underground dry utility construction. Its main clients are large telecommunication providers. The Debtor filed a Chapter 11 petition (Bankr. D. Colo. Case No. 16-12536) on March 22, 2016. The Hon. Michael E. Romero presides over the case. David Warner, Esq., at Sender Wasserman Wadsworth, P.C., serves as the Debtor's bankruptcy counsel. Mark D. Dennis at Dennis & Company serves is the Debtor's accountant. In its petition, the Debtor estimated $1,500 in assets and $1.27 million in liabilities. The petition was signed by Pamela Montoya, managing member. DTEK FINANCE: Hearing Tomorrow on Chapter 15 Recognition Bid ------------------------------------------------------------ The U.S. Bankruptcy Court for the Southern District of New York scheduled a hearing on Jan. 17, 2017, at 11:00 a.m. (New York Time) to approve the request of Johan Bastin, as foreign representative in respect of a voluntary scheme of arrangement concerning DTEK Finance currently pending before the Chancery Division (Companies Court) of the High Court of Justice of England and Wales, recognizing the UK proceedings as a foreign main proceedings pursuant to Section 1515 and 1517 of the Bankruptcy Code. Copies of the petition and all companying documentation are available to parties in interest on the Court's electronic case filing system, which can be accessed from the Court's website at http://www.nysb.uscourts.govor upon written request to the petitioner's counsel addressed to: Latham & Watkins LLP 885 Third Avenue New York, NY 10022-4834 Tel: (212) 906-1200 Fax: (212) 751-4864 Attn: Adam J. Goldberg, Esq. Marc A. Zelina, Esq. Email: adam.goldberg@lw.com marc.zelina@lw.com -- or -- Latham & Watkins LLP 355 South Grand Avenue Los Angeles, CA 90071-1560 Tel: (213) 485-1234 Fax: (213) 891-8763 Attn: Adam E. Malatesta Email: adam.malatesta@lw.com Based in London, UK, DTEK Finance plc engages in coal mining. The Company filed for Chapter 15 protection on Dec. 16, 2016 (Bankr. S.D.N.Y. Case No. 16-13521). Judge Sean H. Lane presides the Debtor's bankruptcy case. Johan Bastin is the authorized representative of the Debtor. Adam J. Goldberg, Esq., Marc A. Zelina, Esq., and Adam E Malatesta, Esq., Latham & Watkins LLP, represent the Debtor. The Debtor did not indicate their assets and debts. DUBLIN SCHOOL: S&P Puts GO Debt's 'BB+' Rating on CreditWatch Neg. ------------------------------------------------------------------ S&P Global Ratings placed its 'BB+' rating on Dublin School District, Ga.'s general obligation (GO) debt and its 'BB' rating on lease revenue bonds issued by Dublin City and Laurens County Development Authority for the district on CreditWatch with negative implications due to the lack of timely and sufficient information. At the same time, S&P Global Ratings affirmed its 'AA+' program rating, with a stable outlook, on the district's existing GO bonds. "The CreditWatch action follows our repeated attempts to obtain timely information of satisfactory quality to maintain our rating on the securities, in accordance with our applicable criteria and policies," said S&P Global Ratings credit analyst Hilary Sutton. Failure to receive the requested information will likely result in S&P's suspension or withdrawal of the affected ratings, preceded, in accordance with S&P's policies, by any change to the ratings that it considers appropriate, based on available information. If after placement of the ratings on CreditWatch, S&P receives information that it considers sufficient and of satisfactory quality, S&P will conduct a review and take a rating action within 90 days of the CreditWatch placement. ESPLANADE HL: Can Continue Using First Midwest Cash Collateral -------------------------------------------------------------- Judge Carol A. Doyle of the U.S. Bankruptcy Court for the Northern District of Illinois authorized 171 W. Belvidere Road, LLC and its affiliated Debtors to use First Midwest Bank's cash collateral for the period from January 16, 2017 through February 12, 2017. The approved Budget covers the period from January 16, 2017 through February 12, 2017, and projects total expenses of $29,495 for Belvidere, $28,286 for Esplanade HL, $43,740 for Esplanade Drive, and $44,763 for 9501 W. 144th Place. In addition to all existing security interests and liens granted to and held by First Midwest Bank in and to the Prepetition Collateral, Judge Doyle granted First Midwest with replacement liens on the collateral described in the Debtors' respective prepetition security documents, of the same priority as set forth in the prepetition security documents, subject to the payment of the U.S. Trustee's fees and payment of all expenses in the Debtors' proposed Budget. Judge Doyle directed the tenants of each of the Debtors' respective properties to pay rent, as follows: (a) Belvidere tenants will pay rents to the Belvidere; (b) Esplanade HL will pay rents to the Esplanade HL; (c) Esplanade Drive tenants will pay rents to Esplanade; and (d) 9501 W. 144th Place tenants will pay rents to 9501 W. 144th Place. The final hearing to consider the Debtor's right to use cash collateral on a final basis will be held on February 9, 2017 at 10:30 a.m. A full-text copy of the Fourth Interim Order, dated January 12, 2017, is available at https://is.gd/GMFTzf About Esplanade HL Esplanade HL, LLC, 2380 Esplanade Drive, LLC, 9501 W. 144th Place, LLC, and 171 W. Belvedere Road, and LLC, Big Rock Ranch, LLC each filed chapter 11 petitions (Bankr. N.D. Ill. Case Nos. 16-33008, 16-33010, 16-33011, 16-33013, and 16-33015, respectively) on October 17, 2016. The petitions were signed by William Vander Velde III, sole member and manager. The Debtors are represented by Harold D. Israel, Esq. and Sean P. Williams, Esq., at Goldstein & McClintock, LLLP. Esplanade HL's case is assigned to Judge Carol A. Doyle. 2380 Esplanade Drive's case is assigned to Judge Donald R Cassling. 9501 W. 144th Place's case is assigned to Judge Timothy A. Barnes. 171 W. Belvidere Road, LLC's case is assigned to Judge Janet S. Baer. Big Rock Ranch's case is assigned to Judge Deborah L. Thorne. The Debtors have requested the joint administration of their cases. Big Rock Ranch estimated assets at $500,000 to $1 million and liabilities at $100,000 to $500,000. All the other Debtors estimated assets and liabilities at $1 million to $10 million. ESSAR STEEL: Conglomerate Faces $1-Bil. Suit from Minnesota Unit ---------------------------------------------------------------- Jacqueline Palank and Jacquie McNish, writing for The Wall Street Journal Pro Bankruptcy, reported that a new lawsuit seeks more than $1 billion in damages from Indian conglomerate Essar Group for alleged misconduct related to a stalled Minnesota iron-ore mine and processing plant. According to the report, the lawsuit, filed by Essar Steel Minnesota LLC in its chapter 11 case, outlines "a myriad of damaging actions" parent company Essar Global Fund Ltd. allegedly took with respect to the subsidiary. These alleged actions "exacerbated ESML's cash starved financial position" and included transferring millions of dollars to affiliated companies not working on construction of the Minnesota mine, for "absolutely no value" in return, the report related. ESML also said in the suit that Essar Global "failed utterly in its obligations" to invest new capital in the unit, depriving it of needed operating funds and cutting off access to additional debt financing, the report further related. "ESML is left with a half-completed iron ore pellet plant that will cost hundreds of millions of dollars more to finish; and ESML is burdened with over a billion dollars in claims asserted against it that are directly attributable to the Essar affiliates' failures to fulfill their obligations with respect to the project," the report said, citing the suit. About Essar Steel Minnesota Essar Steel Minnesota LLC and ESML Holdings Inc. filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case Nos. 16-11627 and 16-11626) on July 8, 2016. The bankruptcy petition was signed by Madhu Vuppuluri, president and chief executive officer. The Debtors are represented by Craig H. Averich, Esq., at White & Case LLP and John L. Bird, Esq., and Jeffrey M. Schlerf, Esq., at Fox Rothschild LLP. Epic Bankruptcy Solutions, LLC, serves as claims and noticing agent. The cases are assigned to Judge Brendan Linehan Shannon. ESML Holdings Inc. estimated assets at $1 billion to $10 billion and debts at $500 million to $1 billion. Essar Steel Minnesota LLC estimated assets and debts at $1 billion to $10 billion. Andrew Vara, acting U.S. trustee for Region 3, on July 20, 2016, appointed the official committee of unsecured creditors of ESML Holdings, Inc., and its affiliates. The Committee hired Andrew K. Glenn, at Kasowitz Benson Torres & Friedman LLP, to act as counsel. David MacGreevey, at Zolfo Cooper, LLC., to serve as financial advisor. Garvan F. McDaniel, at Hogan McDaniel, to act as Delaware counsel. ESSENTIAL LIVING: Hires Hiramatsu as Financial Consultants ---------------------------------------------------------- Essential Living Foods, Inc., seeks authorization from the U.S. Bankruptcy Court for the Central District of California to employ Hiramatsu & Associates, Inc., as financial consultants. The Debtor requires H&A to: a. assist with preparing financial information and weekly reporting required by Gerber pursuant to cash collateral stipulations with Gerber; b. prepare cash collateral projections for filing with the Court; c. prepare Monthly Operating Reports; d. develop cash projections, if needed, for either the Debtor's structured dismissal or Chapter 11 Plan of Reorganization; e. review the company's historical information in order to prepare financial statements for Gerber; and f. if needed, recommend changes in the company's operations to strengthen the company's cash flow, profitability and/or its balance sheet. H&A will bill the Debtor an hourly rate of $250.00 per hour. Pre-petition, H&A received $6,000 in payments from the Debtor, which was used to satisfy pre-petition fees and costs incurred to review the Debtor's operations and prepare cash flow projections, receivable and inventory balances through the budget period, and profit and loss statements used for the Debtor's emergency cash collateral motion. Bette Hiramatsu, principal of Hiramatsu & Associates, Inc., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. H&A may be reached at: Bette Hiramatsu Hiramatsu & Associates, Inc. 11693 San Vicente Blvd., #370 Los Angeles, CA 90049 Tel: (310)415-3867 Fax: (310)826-4536 About Essential Living Foods, Inc.   Essential Living Foods, Inc. filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 16-25844), on December 1, 2016. The Petition was signed by Kipp Stroden, chief executive officer. The case is assigned to Judge Robert N. Kwan. The Debtor is represented by Elaine Nguyen, Esq., James R Selth, Esq. and Daniel J. Weintraub, Esq. at Weintraub & Selth, APC in Los Angeles, CA. At the time of filing, the Debtor estimated both assets and liabilities at $1 million to $10 million each. No trustee or examiner has been appointed in this Bankruptcy Case. No official committee of unsecured creditors has been formed. ESSENTIAL LIVING: Sale of Assets to Terraholdings for $1.8M Okayed ------------------------------------------------------------------ Judge Robert Kwan of the U.S. Bankruptcy Court for the Central District of California authorized Essential Living Foods, Inc.'s sale of substantially all assets and property to Terraholdings, LLC for $1,775,000. A sale hearing was held on Jan. 10, 2017 at 3:00 p.m. The sale is free and clear of all liens, claims, interests, and encumbrances. Gerber Finance, Inc., will be paid the sum of $1,150,000 in accordance with the Asset Purchase Agreement in full satisfaction of Gerber's claim upon closing. Pursuant to Sections 105(a) and 365 of the Bankruptcy Code, and subject to and conditioned upon the closing of the sale, the Debtor's assumption and assignment to the Buyer of the equipment leases is approved. Subject to the "cure" payments of (i) $1,571 to the Debtor's equipment lease with RLC Funding, a Division of Navitas Lease Corp., and (ii) $2,634 to the Debtor's equipment lease with CIT Finance, LLC/Summit Funding Group bearing the lease agreement number 105119 upon Closing, the Debtor is authorized to execute and deliver to the Buyer such documents or other instruments as may be necessary to assign and transfer the equipment leases to the Buyer. The Order will be effective and enforceable immediately upon entry of the Order and the stay imposed by Bankruptcy Rules 6004 (h) and 6006 (d) are waived. About Essential Living Foods Essential Living Foods, Inc., filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 16-25844), on Dec. 1, 2016. The petition was signed by Kipp Stroden, chief executive officer. The case is assigned to Judge Robert N. Kwan. The Debtor is represented by Elaine Nguyen, Esq., James R Selth, Esq. and Daniel J. Weintraub, Esq. at Weintraub & Selth, APC in Los Angeles, CA. At the time of filing, the Debtor had estimated both assets and liabilities at $1 million to $10 million each. No trustee or examiner has been appointed in the case. No official committee of unsecured creditors has been formed. ETERNAL ENTERPRISE: Can Continue Using Hartford Cash Collateral --------------------------------------------------------------- Judge Ann M. Nevins of the U.S. Bankruptcy Court for the District of Connecticut authorized Eternal Enterprise, Inc. to use Hartford Holdings, LLC's cash collateral through January 31, 2017. The Debtor contended that the cash collateral is subject to the security interests of Hartford Holdings, LLC, as it has a duly perfected non-avoidable security interest in the Debtor's rents. Judge Nevins held that it is essential to the Debtor's business and operations to use cash generated from rents so as to continue to pay ordinary course operating expenses including maintaining the property which will be beneficial to for the benefit of the estate. The Debtor was authorized to use up to $119,497 of cash collateral, and make a reduced adequate protection payment of $503 to Hartford Holdings, LLC. The Debtor was directed to pay make up payments in the sum of $34,497 upon receipt of payment for lost income from the Debtor insurance policy. Hartford Holdings was granted replacement liens in all after-acquired property of the Debtor from said property, which will be of equal extent and priority to that which the Astoria Federal Mortgage Corporation enjoyed with regard to the said property at the time the Debtor filed its Chapter 11 petition. The Debtor was directed to deposit the sum of $12,000 into its Adequate Protection Escrow Account, to reflect an escrow for future insurance premium expense, or other order of the Court. The Debtor was also directed to make a direct monthly payment of $29,000 to the City of Hartford, which sum will be applied to the real estate tax obligations for the Debtor's several properties located in the City of Hartford, excluding 360 Laurel Street, on a pro rata basis. Hartford Holdings will also be entitled to a superpriority administrative expense claim to the extent that the adequate protection ordered and provided for in the Order turns out to be inadequate. A continued hearing on use of cash collateral will be held on January 25, 2017 at 11:00 a.m. A full-text copy of the Order, entered on January 12, 2017, is available at https://is.gd/ascEjx About Eternal Enterprise, Inc. Eternal Enterprises Inc. -- http://www.eternalenterprises.net/-- filed a Chapter 11 bankruptcy petition (Bankr. D. Conn. Case No. 14-20292) on Feb. 19, 2014. The petition was signed by Vera Mladen, president. The Debtor owns and manages eight properties located in Hartford, Conn. Judge Ann M. Nevins presides over the case. The Debtor is represented by Irene Costello, Esq., at Shipkevich, PLLC. The Debtor estimated assets at $50,000 to $100,000 and debt at $1 million to $10 million at the time of the chapter 11 filing. The Debtor was authorized to continue to operate and manage its business as a Debtor-In-Possession. No trustee or examiner has been appointed in the proceedings. ETERNAL ENTERPRISE: Can Use Cash Collateral to Pay A.D. Property ---------------------------------------------------------------- Judge Ann M. Nevins of the U.S. Bankruptcy Court for the District of Connecticut authorized Eternal Enterprise, Inc. to use $69,182 in cash collateral to pay for security work done by A.D. Property Preservation and Management LLC. The Debtor required the use of cash collateral to pay for the repairs of its Property located at 270 Laurel Street Hartford, CT, which was severely damaged by a fire that occurred at the Property. The Debtor received $750,000 from its insurance company as an advance of payment for claims for emergency work that was done and to begin repairs to the property, which constitute the cash collateral of Hartford Holdings, LLC. The Debtor received invoices from seven parties including A.D. Properties, for emergency and repair work. However, the Court approved the payment of only 6 invoices itemized in the Debtor's motions because at the hearing Hartford Holdings objected to the invoice of A.D. Property for security work, in the amount of $69,182. Hartford Holdings subsequently withdrew its objection to the payment of the outstanding A.D. Property invoice since the invoice had been approved for payment by the insurance adjuster. A full-text copy of the Order, entered on January 5, 2017, is available at http://tinyurl.com/zedzne3 About Eternal Enterprise, Inc. Eternal Enterprises Inc. -- http://www.eternalenterprises.net/-- filed a Chapter 11 bankruptcy petition (Bankr. D. Conn. Case No. 14-20292) on Feb. 19, 2014. The petition was signed by Vera Mladen, president. The Debtor owns and manages eight properties located in Hartford, Conn. Judge Ann M. Nevins presides over the case. The Debtor is represented by Irene Costello, Esq., at Shipkevich, PLLC. The Debtor estimated assets at $50,000 to $100,000 and debt at $1 million to $10 million at the time of the chapter 11 filing. The Debtor employs Vincent Vizzo of Vin Vizzo Adjusters LLC as public adjuster. EXCELLENCE HOLDING: Seeks to Hire Hurley Rogner as Special Counsel ------------------------------------------------------------------ Excellence Holding, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire Hurley, Rogner, Miller, Cox & Waranch, P.A. as special counsel. Hurley will represent the Debtor in a lawsuit involving homeowners association 2050 Condotel Inn Condominium Association, Inc. Scott Newsom, Esq., the attorney designated to represent the Debtor, will receive $1,000 for his services. The firm can be reached through: Scott Newsom, Esq. Hurley, Rogner, Miller, Cox & Waranch, P.A. 1560 Orange Avenue, Suite 500 Winter Park, FL 32789 Phone: 407-571-7082 Fax: 407-571-7401 Email: SNewsom@hrmcw.com About Excellence Holding Excellence Holding, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 16-07750) on Nov. 29, 2016. The petition was signed by Abderrazak Boughanmi, authorized representative. The Debtor is represented by Michael E. Golub, Esq., at Michael E. Golub, P.A. The Debtor engaged management company, Irlo Bronson LLC, as manager. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $500,000. EXCELLENCE HOLDING: Taps Success Investment as Real Estate Broker ----------------------------------------------------------------- Excellence Holding, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire a real estate broker. The Debtor proposes to hire Success Investment Realty to market and sell its real property located at 2050 East Irlo Bronson Memorial Highway, Kissimmee, Florida. Success Investment will receive a commission of 5% of the sale price. The Debtor offers to sell the property for $1.2 million. The firm can be reached through: Wanda P. Phillips Success Investment Realty 6900 Silver Star Road, Suite 206A Orlando, FL 32818 About Excellence Holding Excellence Holding, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 16-07750) on Nov. 29, 2016. The petition was signed by Abderrazak Boughanmi, authorized representative. The Debtor is represented by Michael E. Golub, Esq., at Michael E. Golub, P.A. The Debtor engaged management company, Irlo Bronson LLC, as manager. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $500,000. FIRST PHOENIX-WESTON: Sabra Wants to Terminate Exclusivity Period ----------------------------------------------------------------- Sabra Phoenix Wisconsin, LLC, asks the U.S. Bankruptcy Court for the Western District of Wisconsin to terminate First Phoenix-Weston, LLC, et al.'s exclusive periods for filing a Chapter 11 plan and soliciting votes thereon. Debtor Sabra contends that permitting it to file its own plan will speed the proper resolution of this case. Debtor Sabra further contends that the Debtors have filed a Joint Plan of Reorganization that is patently unconfirmable. It argues that the Debtor's separate classification of Sabra's unsecured deficiency claim (Class 6) and general unsecured claims (Class 7), and Debtors' strategic decision to create an unsecured convenience class (Class 8), do not comply with 11 U.S.C. Sections 1122(a) and (b) and other applicable law. Debtor Sabra tells the Court that the Debtors have offered no explanation for their decision to separately classify the unsecured claims in this case. Debtor Sabra further tells the Court that their insupportable decision disenfranchises Sabra with a divide and conquer mindset that amounts to impermissible gerrymandering in order to artificially satisfy the requirement of Section 1129(a)(10) of the Bankruptcy Code. Debtor Sabra asserts that the Plan also unfairly discriminates against its unsecured deficiency claim by proposing payment at an insupportable rate of four percent over an extraordinary 35 years, at a time when other unsecured creditors will be paid within months. Debtor Sabra further asserts that the net effect is that nearly all the risk of non-payment is placed on Sabra, and little of the risk is placed on the other unsecured creditors in these cases. It adds that the risk allocation chosen by the Debtors is grossly disproportionate to what the parties had agreed upon prior to bankruptcy. Debtor Sabra contends that its loan had a maturity date of at most three years, and a nine percent interest rate. Debtor Sabra further contends that the Debtors will surely tout that all unsecured creditors are being paid in full, but the ends do not justify the means. Debtor Sabra says it is prepared to propose a plan of reorganization that provides for materially better treatment of Debtors’ creditors and will not delay the administration of these cases. About First Phoenix-Weston First Phoenix-Weston, LLC, and FPG & LCD, L.L.C., were formed in 2010 to organize, develop, and manage an assisted living and skilled nursing care facility near three major regional hospitals in Central Wisconsin including St. Clare's Hospital, which is just a block away. The Facility combines an assisted living facility together with a skilled nursing facility in a resort-like atmosphere for its patients. The business is commonly known as the "Stoney River" assisted living and rehab. The Facility is comprised of two integrated businesses: a 35-unit skilled nursing rehabilitation center (commonly referred to as the skilled nursing facility, or "SNF"), and a 60- unit assisted living facility (the "ALF"). First Phoenix-Weston, LLC, and FPG & LCD, L.L.C., filed Chapter 11 bankruptcy petitions (Bankr. W.D. Wisc. Case Nos. 16-12820 and 16-12821) on Aug. 15, 2016. The petitions were signed by Philip Castleberg, as part-owner. The Debtors estimate assets and liabilities in the range of $10 million to $50 million. Michael Best & Friedrich LLP serves as counsel to the Debtors. The U.S. Trustee informed the Court that a committee of unsecured creditors has not been appointed in the Chapter 11 case. FIRSTENERGY SOLUTIONS: Fitch Assigns 'CC' LT Issuer Default Rating ------------------------------------------------------------------ Fitch Ratings has assigned first-time Long-Term Issuer Default Ratings to FirstEnergy Corporation's (FE's) utility and transmission operating subsidiaries. The ratings fall in the low-to-mid 'BBB' rating category. The Rating Outlook is Stable for FE's utility and transmission operating subsidiaries. Fitch has also assigned 'CC' first-time IDRs to FirstEnergy Solutions (FES) and its operating subsidiaries, FirstEnergy Generation (FG) and FirstEnergy Nuclear Generation (NG). Fitch has assigned a 'B' first-time IDR to Allegheny Energy Supply Company, LLC (Supply) and a 'B+' to Allegheny Generating Company (AG). The Rating Outlook for Supply and AG is Stable. KEY RATING DRIVERS Utility-Only Strategy: The ratings and Stable Outlook reflect FE's strategy to exit its merchant generation business within 18 months. FE's competitive business has struggled with a prolonged downturn in power prices. Low natural gas and power prices are expected to continue to pressure margins and cash flows. With prospects low for a rebound in power prices in the intermediate term, FE has decided to focus on regulated growth opportunities. While Fitch expects FES to be modestly cash flow positive on average 2016 to 2018, potential cash calls from collateral postings, scheduled debt maturities or an adverse outcome in pending rail arbitration proceedings could trigger insolvency at FES. The repositioning of FE as a pure utility and regulated transmission holding company would support a meaningfully improved business risk profile, in Fitch's opinion. Parallel Paths: FE intends to maximize the value of the competitive business's generation assets through regulatory, legislative and other initiatives in Ohio, Pennsylvania and West Virginia as it engages in negotiations with interested parties to sell its 13,000-MW of coal, nuclear and natural gas fired generating assets. If FE's competitive generating assets cannot be sold, a restructuring of its competitive business in bankruptcy cannot be ruled out. The ratings also consider significant double leverage at FE, with outstanding parent-only debt of approximately $6 billion as of Sept. 30, 2016, 29% of FE's $22 billion of total consolidated debt. On Dec. 6, 2016, FE announced several initiatives to facilitate the divestiture of its competitive business, including renegotiated bank facilities, covenant modifications and changes in FES's board of directors. In addition, FE increased the size of its corporate bank facility to $4 billion from $3.5 billion and terminated FES's and Supply's credit facilities. FE will provide a two-year $700 million secured revolving credit and surety credit support facility to FES as borrower and FG and FN as guarantors. FE also announced that it had entered into a non-binding letter of intent to sell approximately 1,572 megawatts of natural gas-fired and hydroelectric generation owned by Supply for $885 million including the assumption of $305 million of debt by the buyer. Focus on Regulated Assets: FE's focus on improving its regulated utility and transmission returns while investing significant capital in these assets and exiting its competitive business is credit supportive in Fitch's view. Utility capex is estimated at $1.3 billion each in 2016 and 2017 and FE is targeting $4.2 billion of investment in its regulated transmission business. Fitch believes that regulation across FE's service territory has generally improved in recent years with constructive outcomes in New Jersey, Ohio, Pennsylvania and West Virginia. Management is positioning the company's regulated operations to provide base earnings per share growth of 4% to 6% with opportunity to realize up to an incremental three percentage points of growth due to the recent Ohio ESP IV commission order. Rating Linkage: While FE's rated subsidiaries access capital markets independently, they have strong strategic, legal and operational links to their corporate parent. Subsidiary funding is facilitated via sub-limits under FE's fully-committed bank facilities and its subsidiary companies participate in separate utility and competitive segment money pools. These factors and significant parent-only leverage underscore the relatively strong parent-subsidiary linkage throughout the FE corporate family. As a result, Fitch generally limits notching between FE and its stronger regulated utility and transmission subsidiary IDRs to one-notch. The multi-notch differential between FE and its rated nonutility subsidiaries is a function of FE's strategic decision to exit its competitive energy business and its unwillingness to infuse additional equity during divestiture. KEY RATING DRIVERS FOR FES, SUPPLY AND SUBSIDIARIES Weak Standalone Credit Profile: Fitch's issuer default and securities ratings for FirstEnergy Solutions Corp. (FES), FirstEnergy Nuclear Generation, LLC (NG) and FirstEnergy Generation, LLC (FG) reflect expectations for continued pressure on power prices and sharp post-2018 erosion of its credit metrics. Against this background, Fitch believes FE's strategic decision to divest its competitive business segment either through asset sales or plant deactivations within 18-months is a serious adverse credit development for FES and its subsidiaries, NG and FG. Potential FES insolvency is a real possibility absent equity support from its corporate parent, liquidity challenges and other factors, including management willingness to restructure in bankruptcy, if necessary, to exit competitive operations. FE recently announced several initiatives to facilitate ultimate separation of FES discussed above. Effective Nov. 15, 2016, Chuck Jones CEO and President of FE and Jim Pearson CFO no longer serve on FES's board of directors, which was expanded from three to five members. Liquidity Concerns: Under FE's renegotiated revolving credit agreement, FE will provide liquidity to FES through secured intercompany loans of up to $700 million and FE's previous revolver and sub-limits for FES and Supply have been terminated. The recent renegotiation of FE's credit facilities underscores liquidity concerns at FES, in Fitch's opinion. Fitch notes that consolidated FES debt maturities approximate $167 million in 2017, $516 million in 2018 and $322 million in 2019. Moreover, collateral postings and/or an adverse outcome in FES's pending rail arbitration proceeding could lead to further cash calls. The ratings also consider cross-guarantees between FES, NG and FG. Supply's financial outlook is similarly clouded by expectations for a prolonged period of low power prices and FE's planned exit from its competitive operations. However, no debt is scheduled to mature at Supply 2016 to 2018. The next scheduled debt maturity is $155 million in 2019. FE recently announced that it entered into a letter of intent to sell 1,527-MW of Supply's gas-fired and hydro generation capacity for $885 million. Recovery Analysis: The individual security ratings at FES and Supply are notched above or below the IDR to reflect relative recovery prospects in a hypothetical default scenario. Fitch values FE's merchant power generation assets using a net present value (NPV) analysis. Fitch's updated net present value analysis reflects continued low energy and capacity prices in the PJM Interconnect, LLC. Any incremental first-lien issuance and/or further decline in power plant valuations could result in downward rating pressure on senior unsecured ratings at FES and Supply. Fitch's recovery analysis for Supply and AG forecasts outstanding ('RR1') and superior ('RR2') Recovery Ratings. Fitch's recovery analysis for FES, NG and FG considers joint and several intermediate parent-subsidiary guarantees. Forecast Recovery Ratings are outstanding ('RR1') for FES, NG and FG secured and average (RR4) for their senior unsecured obligations. KEY RATING DRIVERS FOR FE's OH, PA & NJ UTILITY OPERATIONS Low Business Risk Profile: FE owns 10 electric utilities that provide electric utility service to six million customers in the Midwest. FE's utility operations are relatively low risk, primarily transmission and distribution utilities. Regulation, in Fitch's opinion, has improved meaningfully in PA in the past several years and is generally balanced across FE's jurisdictional service territories, in Fitch's opinion. Fitch believes that recent regulatory decisions issued in Ohio and New Jersey and filed settlement agreements in its pending Pennsylvania rate case proceedings are credit supportive developments. Electricity markets in OH, PA and NJ have been restructured and FE's utility operations in those states, which account for approximately 85% of FE's consolidated kwh deliveries, are insulated from commodity price exposure via post transition tariff mechanisms. Ohio Utility Operations: In October 2016, the Public Utilities Commission of Ohio (PUCO) issued a final order in FE's electric security plan (ESP) IV rate case filed by its Ohio-based distribution utility subsidiaries Ohio Edison Company (OE), The Cleveland Electric Illuminating Company (CEI) and The Toledo Edison Company (TE). The final PUCO decision approved a distribution modernization rider (DMR) that facilitates collection of $204 million per annum for a three-year period, with a possible two year extension. Revenue from the rider will be excluded from the significantly excessive earnings test for the initial three year period. Fitch believes adoption of the DMR is credit supportive for OE, CEI and TE, and their corporate parent, FE. Ohio regulation is generally supportive in Fitch's view and the DMR authorized by the PUCO is designed to support OE, CEI, TE and FE's creditworthiness and facilitate grid modernization, including advanced metering infrastructure, battery and distributed resources, among other things. The PUCO decision on rehearing brings to a close a controversial filing that included a proposal that the commission authorize recovery of net costs associated with a purchase power arrangement between FE's Ohio-based utilities and FES. The proposed rider ESP IV rider was designed by FE to provide long-term rate stability for OE, CEI and TE ratepayers, albeit at a premium to prevailing market-based prices. FE filed a modified rider in rehearing proceedings before the PUCO following a FERC order rescinding affiliate waivers granted to FE. The PUCO final ESP IV decision ultimately rejected FE's modified proposal in favour of the PUCO staff's proposed rider DMR. Ohio regulators in recent ESP proceedings have adopted authorized returns on equity of 10.2%, 10.5% and 9.84% for AEP's, FirstEnergy's and Duke Energy's Ohio-based electric utilities, slightly higher than prevailing ROEs at the time of issuance. ESPs generally include multi-year base rate freezes and riders for recovery of certain costs including distribution capital. Pennsylvania Utility Operations: FE's four Pennsylvania-based utilities (Metropolitan Edison (ME), Pennsylvania Electric Co. (PN), West Penn Power Co. (WP) and Pennsylvania Power Co. (PP) filed base rate cases with the Pennsylvania Public Utility Commission (PUC) in April 2016 seeking a combined rate increase of $439 million. In October 2016, FE filed a settlement with the PUC. Settlement of the PA general rate case filings by FE's four operating utilities in the state is a positive credit development for the PA operating utilities and FE, in Fitch's opinion. If the settlement agreements are approved by the PUC as proposed, FE's PA rates would increase $291 million per annum in aggregate. The proposed rate increase represents approximately 66% of the total requested rate increase. The settlement filing includes a proposed effective date of Jan. 27, 2017, and is silent on return on equity. The settlement also includes stay-outs through Jan. 27, 2019. FE's Pennsylvania distribution utilities filed their previous base rate cases with the PUC in August 2014. FE reached a settlement agreement with major intervenors to the distribution rate cases, which was filed with the PUC in February 2015. The PUC approved the stipulation on April 9, 2015, authorizing rate increases totalling $292.8 million, 70% of the total rate increase request of $415.7 million. Fitch views regulatory compact in Pennsylvania favourably from a credit point-of-view. In February 2016, the PUC authorized the long-term infrastructure improvement plans (LTIIP) filed by FE's Pennsylvania utilities in October 2015. The companies supported investment of $245 million during 2016 through 2020 in the LTIIP filing. FE's Pennsylvania utilities, subsequent to PUC approval of the LTIIPs, filed for cost recovery through distribution system improvement charge (DSIC) riders with the PUC. In June 2016, the PUC approved the Pennsylvania companies DSIC riders effective July 1, 2016. JCP&L Settlement Approved: In New Jersey, JCP&L reached a settlement that, among other things, increases rates $80 million, approximately 55% of the $146.6 million rate increase supported by the utility at the time of the settlement filing. On Dec. 12, 2016, the New Jersey Board of Public Utilities (BPU) issued an order adopting the proposed settlement. The BPU order authorizes an $80 million annual rate increase for JCP&L effective Jan. 1, 2017, based on an authorized return on equity of 9.6%. The BPU order approving the proposed settlement is, in Fitch's opinion, a significant credit positive for JCP&L and represents considerable improvement to the outcome in the utility's last base rate case. JCP&L filed the rate case with the BPU in April 2016. In its previous general rate case, the BPU ordered JCP&L to reduce base rates by $115 million in March 2015. The final BPU order incorporated the commission's updated consolidated tax policy and authorized recovery of deferred storm costs. The annual rate reduction was $34 million including storm cost recovery and was based on a 9.75% authorized ROE and a 50% equity ratio. FE has focused on improving its operations and constituent relationships in New Jersey, instituting management changes and improved reliability and service quality, among other things. KEY RATING DRIVERS FOR MON POWER & POT-ED West Virginia and Maryland: FE's WV and MD operations are comprised on Monongahela Power (MP) and Potomac Edison (PE). MP is an integrated electric utility providing utility service in northern WV. PE is a pure transmission and distribution utility serving portions of WV and MD. Fitch considers the regulatory environment in West Virginia and Maryland to be somewhat challenging. Regulatory Environment: Utilities operating in West Virginia are required to file rate cases based on historical test years, utilizing an average rate base. In addition, final West Virginia Public Service Commission (WVPSC) decisions are typically issued one-year or more after the established test year period. These factors contribute to regulatory lag, diminishing the issuers' ability to earn their authorized return on equity (ROE). While authorized ROEs tend to be below the industry average, Fitch views the adoption of riders for the recovery of certain costs, including fuel and purchase power costs, as a constructive development. Fitch believes the regulatory compact in WV has improved and that recent rate case outcomes for MP/ PE have been balanced from a credit point-of-view. Similarly, Maryland Public Service Commission (MDPSC) authorized ROEs have trended below the industry average. Historical test years and average rate base valuations exacerbate regulatory lag making it difficult for utilities operating in the state to earn its authorized return. PE's authorized ROE of 11.9% was adjudicated in its last electric rate base decision issued in 1993. The WVPSC approved a settlement agreement Feb. 2015 authorizing a $124.3 million rate increase in MP's and PE's last joint rate case filing. The rate increase represents approximately 60% of the $212.6 million rate increase request supported by the companies and is a balanced outcome in Fitch's view. Fitch does not expect MP or PE to file a rate case in 2016 or 2017 and Fitch has included no change to base rates through 2019. KEY RATING DRIVERS FOR FIRSTENERGY TRANSMISSION & SUBSIDIARIES Relatively Low Business Risk: Fitch considers FE's regulated transmission business to be relatively low-risk, notwithstanding FE's aggressive investment goals for the business. FERC regulation is balanced in Fitch's view and includes forward looking test years and incentive ratemaking. Large Transmission Capex: FE is targeting 2017 to 2021 transmission capex of $4.2 billion to $5.8 billion. FE invested approximately $2 billion in its transmission business in 2014 to 2015 and is targeting another $1 billion in 2016. The transmission build-out is designed to improve FE system reliability and customer service. Capex is focused on northern Ohio, moving across the remainder of FE's regional footprint over time. The build out will be composed of a large number of relatively small projects. FE has identified up to $20 billion of post 2021 investment opportunities in its transmission business. MAIT Formation: In 2015 FE formed Mid-Atlantic Interstate Transmission, LLC (MAIT) to operate the transmission assets of JCP&L, ME and PN. The transfer of assets to MAIT has been authorized by FERC and the PPUC. FE has withdrawn its application in New Jersey to transfer its JCP&L transmission assets to MAIT. FE recently received approval from PA regulators to form Mid-Atlantic Interstate Transmission Co. and filed with the Federal Energy Regulatory Commission for formula rates at MAIT and JCP&L. FERC Formula-Based Rates: As a part of its transmission business strategy, FE is shifting the regulatory paradigm so that the majority of its transmission investment will be subject to forward-looking formula-based ratemaking, which should minimize regulatory lag. FE has applications pending at FERC for forward looking rate structures at JCP&L and MAIT. A FERC decision is expected later this year. In January 2015, FERC-approved forward-looking transmission formula rates were implemented at American Transmission System, Inc. (ATSI). FERC reduced ATSI's authorized return on equity (ROE) to 10.38% from 12.38%. Fitch believes the lower ROE is reasonable given prevailing interest rates and industry averages. In Fitch's opinion, FERC regulation provides ATSI with a reasonable opportunity to earn its authorized return and is supportive from a credit perspective. KEY ASSUMPTIONS Fitch's key assumptions within the rating case for FE include: -- Exit from the competitive business within 18 months. -- No major clawbacks associated with a potential FES insolvency. -- FE debt load increases $700 million in 2017 to fund FES during restructuring. -- Power price assumptions for the competitive generation business incorporate consultant projections for AD-Hub of $26.90/MW in 2017, $27.92/MW in 2018 and $28.01/MW in 2019. -- Equity issuance of approximately $2.4 billion 2016 to 2019. -- Implementation of PUCO approval of FE's ESP IV, including the commission-approved $204 million distribution modernization rider. -- Inclusion of jurisdictional rate changes authorized by FERC and state regulatory commissions in including the recent final order in New Jersey and rate hikes filed by FE with the commission in its pending Pennsylvania general rate case settlements for ME, PN, WP and PP. -- Balanced outcomes in future rate case proceedings. RATING SENSITIVITIES Future developments that may, individually or collectively, lead to a positive rating action for FE include: -- Rating upgrades are not anticipated in the near term. However, continued rate base growth along with constructive regulatory outcomes and successful exit from its merchant generation business could result in future credit upgrades in the intermediate to long-term. These factors along with secular improvement in debt to EBITDA and FFO-adjusted leverage to better than 4x and 5x, respectively, could lead to credit rating upgrades. Future developments that may, individually or collectively, lead to a negative rating action at FE include: -- Larger than expected exposure to creditor clawbacks in a FES bankruptcy scenario could result in credit rating downgrades. -- Inability of FE to exit the competitive generation business consistent with management's 12 to 18 month time horizon without a meaningful uptick in leverage beyond current expectations. -- Significant deterioration in regulatory compacts across FE's six-state service territory could result in credit rating downgrades. -- These or other factors resulting in sustained debt to EBITDA leverage of greater than 5.0x and FFO-adjusted leverage of greater than 6.0x than could lead to future credit rating downgrades at FE. Future developments that may, individually or collectively, lead to a positive rating action for FES, NG and FG include: -- Credit rating upgrades are not likely ahead of evolving restructuring and other challenges. Future developments that may, individually or collectively, lead to a negative rating action at FES, NG and FG include: -- A bankruptcy filing at FES, NG and FG. -- Increased cash calls related to pending maturities, collateral requirements and a potentially adverse outcome regarding pending rail arbitration. -- Inability to execute regulatory/legislative initiatives to enhance the ultimate value realized for generating assets to be divested. -- Issuance of incremental first lien debt could result in downgrades to senior unsecured obligations. Future developments that may, individually or collectively, lead to a positive rating action for Supply and AG include: -- A sharp, sustained increase in power prices resulting in meaningful improvement in debt to EBITDAR sustaining below 6.0x. Future developments that may, individually or collectively, lead to a negative rating action at Supply and AG include: -- Weaker power prices or prolonged major plant outage(s). -- Inability to divest assets at reasonable price levels. -- Sustained debt to EBITDAR of significantly more than 6.5x . Future developments that may, individually or collectively, lead to a positive rating action for OE, CEI and TE include: -- A credit rating upgrade at the utilities' corporate parent, FE, would likely trigger future credit rating upgrades at OE, CEI and TE along with debt-to-EBITDA of better than 3.6x. Future developments that may, individually or collectively, lead to a negative rating action at OE, CEI and TE include: -- Significant deterioration in the Ohio regulatory compact, capex cost overruns, disallowances or other unanticipated factors leading to a secular weakening of debt-to-EBITDA at OE, CEI or TE to 4.1x or greater. Future developments that may, individually or collectively, lead to a positive rating action for ME, PN, WP and PP include: -- A credit rating upgrade at the utilities' corporate parent, FE, would likely trigger future credit rating upgrades at ME, PN, WP and PP along with sustained debt-to-EBITDA of better than 3.6x. Future developments that may, individually or collectively, lead to a negative rating action at ME, PN, WP and PP include: -- Significant deterioration in the Pennsylvania regulatory compact, capex cost overruns, disallowances or other unanticipated factors leading to a secular weakening of debt-to-EBITDA at ME, PN, WP and PP to 4.1x or greater. Future developments that may, individually or collectively, lead to a positive rating action for JCP&L include: -- Improvement in JCP&L's debt to EBITDAR to 3.8x or better on a sustainable basis driven by better than expected regulatory outcomes, operating efficiencies or other factors. Future developments that may, individually or collectively, lead to a negative rating action at JCP&L include: -- Deterioration in the New Jersey regulatory compact or disruptive events such as storm activity that would result in debt to EBITAR sustaining at 4.4x or higher. Future developments that may, individually or collectively, lead to a positive rating action for MP include: -- Improvement in MP's debt to EBITDAR to 3.8x or better on a sustainable basis driven by better than expected regulatory outcomes in West Virginia, operating efficiencies or other factors. Future developments that may, individually or collectively, lead to a negative rating action at MP include: -- Deterioration in the regulatory compact in West Virginia or disruptive events such as storm activity or prolonged major plant outages that would result in debt to EBITAR sustaining at 4.4x or higher. Future developments that may, individually or collectively, lead to a positive rating action for PE include: -- Improvement in PE's debt to EBITDAR to 3.8x or better on a sustainable basis driven by better than expected regulatory outcomes in West Virginia and Maryland, operating efficiencies or other factors. Future developments that may, individually or collectively, lead to a negative rating action at PE include: -- Deterioration in the regulatory compact in West Virginia and Maryland or disruptive events such as storm activity that would result in debt to EBITAR sustaining at 4.4x or higher. Future developments that may, individually or collectively, lead to a positive rating action for, ATSI and TrAIL include: -- An upgrade at FE along with sustained debt to EBITDAR of 3.6x or better. Future developments that may, individually or collectively, lead to a negative rating action at ATSI and TrAIL include: -- Margin pressure due to cost overruns or other factors including unexpected deterioration resulting in sustained debt to EBITDAR of 4.1x. Future developments that may, individually or collectively, lead to a positive rating action for FET include: -- Improved margins due to better than expected earnings and cash flows resulting in debt to EBITDAR sustaining a levels lower than 3.8x. Future developments that may, individually or collectively, lead to a negative rating action at FET include: -- Deterioration in the regulatory compact or other factors that would cause debt to EBITDAR to sustain above 4.4x beyond 2019. LIQUIDITY Fitch believes FE's consolidated liquidity position is solid. As of Sept. 30, 2016, FE had approximately $3 billion of liquidity available under its consolidated $6 billion of revolving credit facilities and $551 million of cash. FULL LIST OF RATING ACTIONS Fitch has assigned these ratings: FirstEnergy Solutions Corp. -- Long-Term IDR 'CC'; -- Senior unsecured notes 'C/RR5'. FirstEnergy Generation LLC -- Long-Term IDR 'CC' -- Senior Secured Pollution Control Notes 'CCC+/RR1'; -- Senior Unsecured Pollution Control Notes 'C/RR5'; -- Bruce Mansfield Sale-Leaseback Certificates 'C/RR5'. FirstEnergy Nuclear Generation -- Long-Term IDR 'CC'; -- Senior Secured Pollution Control Notes 'CCC+/RR1'; -- Senior Unsecured Pollution Control Notes 'C/RR5'. Allegheny Energy Supply Company, LLC -- Long-Term IDR 'B', Outlook Stable; -- Senior Secured Pollution Control Notes 'BB/RR1'; -- Senior Unsecured Notes 'BB-/RR2'. Allegheny Generating Company -- Long-Term IDR 'B+', Outlook Stable; -- Senior Unsecured Notes 'BB'/RR2'. Ohio Edison Company -- Long-Term IDR 'BBB, Outlook Stable; -- First Mortgage Bonds 'A-'; -- Senior Unsecured Notes 'BBB+'; -- Short-Term IDR 'F3'. The Cleveland Electric Illuminating Company -- Long-Term IDR 'BBB', Outlook Stable; -- First Mortgage Bonds 'A-'; -- Senior Secured Notes 'A-'; -- Senior Notes 'BBB+'; -- Short-Term IDR 'F3'. The Toledo Edison Company -- Long-Term IDR 'BBB', Outlook Stable; -- Senior Secured Notes 'A-'; -- Short-Term IDR 'F3'. Pennsylvania Power Company -- Long-Term IDR 'BBB', Outlook Stable; -- First Mortgage Bonds 'A-'; -- Short-Term IDR 'F3'. West Penn Power Co. -- Long-Term IDR 'BBB', Outlook Stable; -- First Mortgage Bonds 'A-'; -- Short-Term IDR 'F3'. Pennsylvania Electric Company -- Long-Term IDR 'BBB', Outlook Stable; -- Senior Notes 'BBB+'; -- Short-Term IDR 'F3'. Metropolitan Edison Company -- Long-Term IDR 'BBB', Outlook Stable; -- Senior Notes 'BBB+'; -- Short-Term IDR 'F3'. Jersey Central Power and Light Company -- Long-Term IDR 'BBB-', Outlook Stable; -- Senior Notes 'BBB'; -- Short-Term IDR 'F3'. Monongahela Power Company -- Long-Term IDR 'BBB-', Outlook Stable; -- First Mortgage Bonds 'BBB+'; -- Senior Secured Pollution Control Notes 'BBB+'; -- Short-Term IDR 'F3'. Potomac Edison Co. -- Long-Term IDR 'BBB-', Outlook Stable; -- First Mortgage Bonds 'BBB+'; -- Short-Term IDR 'F3'. FirstEnergy Transmission, LLC -- Long-Term IDR 'BBB-', Outlook Stable; -- Senior Unsecured Notes 'BBB-'; -- Short-Term IDR 'F3'. American Transmission Systems, Incorporated -- Long-Term IDR 'BBB', Outlook Stable; -- Senior Unsecured Notes 'BBB+'; -- Short-Term IDR 'F3'. Trans-Allegheny Interstate Line Company -- Long-Term IDR 'BBB', Outlook Stable; -- Senior Unsecured Notes 'BBB+'; -- Short-Term IDR 'F3'. FLORIDA MOVING: Unsecureds To Recoup 15% in 5 Years Under Plan -------------------------------------------------------------- Florida Moving & Storage, Inc., filed with the U.S. Bankruptcy Court for the Southern District of Florida a disclosure statement dated Jan. 9, 2017, referring to the Debtor's plan of reorganization. Class III general unsecured claims -- totaling $16,518 -- are impaired under the Plan. Allowed Class III claims will be paid a total of 15% of the allowed Class 3 claims. This class does not include claims filed by insiders totaling $55,726.96: J. Christopher Traini's wages -- $16,821; Amy Branigan's wages -- $8905.96; and Jacqueline Branigan's loan -- $30,000. The 15% total is estimated to be $2,423.70. The Allowed Class 3 claims will be paid in 20 quarterly installments of $121.19 commencing on the 90th day after the Effective Date of the Plan and each 90 days thereafter until all 20 quarterly distributions are paid in full. No proofs of claim have been filed. All funding for distributions and payments under the Plan will be funded by profits from business operations. The Disclosure Statement is available at: http://bankrupt.com/misc/flsb16-19652-50.pdf The Plan was filed by the Debtor's counsel: Chad Van Horn, Esq. VAN HORN LAW GROUP, P.A. 330 N. Andrews Avenue Fort Lauderdale, Florida 33301 Tel: (954) 765-3166 Fax: (954) 756-7103 E-mail: chad@cvhlawgroup.com Florida Moving & Storage Inc. is a Florida corporation providing moving and storage services for personal and business customers. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S. D. Fla. Case No. 16-19652) on July 11, 2016. The Debtor is represented by Chad T. Van Horn, Esq., at Van Horn Law Group Inc. FOUNTAINS OF BOYNTON: Unsecureds To Be Paid in Full Under Plan -------------------------------------------------------------- Fountains of Boynton Associates, Ltd., filed with the U.S. Bankruptcy Court for the Southern District of Florida a disclosure statement dated Jan. 9, 2017, for the first amended plan of reorganization. Class 4 consists of allowed general unsecured claims in the approximate amount of $1,640,000 and is unimpaired under the Plan. On the Effective Date, each holder of an Allowed General Unsecured Claim will receive, in full and final satisfaction, settlement, release, extinguishment and discharge of its respective claim, a lump sum payment in the full amount of its allowed claim. The plan proponent believes that it will be able to provide the payments contemplated under the Plan based on the fact that the Debtor's real property is being sold for over $53 million, and the payments will be made in lump sums from the proceeds of the sale. The Debtor intends to sell substantially all of its assets, including the Real Property and assets appurtenant or related thereto, free and clear of all liens, claims and encumbrances to Cedar for the purchase price of $53 million. In addition, Cedar will pay up to $600,000 to satisfy ad valorem taxes on the Real Property for (1) all of the calendar year 2016 and (2) the calendar year 2017 on a pro rata basis from January 1 to the date of the closing of the Sale. The Disclosure Statement is available at: http://bankrupt.com/misc/flsb16-11690-151.pdf About Fountains of Boynton Associates Fountains of Boynton Associates, Ltd., a single asset limited partnership, owns real property that is part a shopping mall commonly known as the Fountains of Boynton, which is located at the northwest corner of Jog Road and Boynton Beach Boulevard, in Boynton Beach, Florida. The Debtor sought Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No. 16-11690) on Feb. 5, 2016. The petition was signed by John B. Kennelly, manager. The Hon. Erik P. Kimball oversees the case. The Debtor disclosed total assets of $71,421,648 and total liabilities of $53,672,029 at the time of filing. Bradley S Shraiberg, Esq., and Patrick Dorsey, Esq., at Shraiberg, Ferrara, & Landau, serve as the Debtor's counsel. The Office of the U.S. Trustee disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Fountains of Boynton Associates, Ltd. FRYMIRE SERVICES: Files Ch. 11 Plan of Liquidation -------------------------------------------------- Frymire Services, Inc., filed with the U.S. Bankruptcy Court for the Northern District of Texas a disclosure statement in support of its chapter 11 plan of liquidation, dated Jan. 6, 2017. Class 3 - General Unsecured Claims. Allowed Claims in Class 3 will receive its Pro Rata Share of Trust Assets, not to exceed the amount of their Allowed General Unsecured Claim. The Plan Trustee will be empowered, in his or her sole discretion but subject to the Court's continuing jurisdiction, to make multiple distributions to creditors holding Allowed General Unsecured Claims in accordance with the terms of the Plan. No Class subordinate to or junior to Class 3 will receive a distribution unless and until Allowed Class 3 Claims are paid in full, without postpetition interest. On the Effective Date, the Trust will be created for the purpose of liquidating the Trust Assets for the benefit of the Creditors and satisfying Claims consistent with the Plan. The Debtor also will be deemed to have transferred all of its right, title and interest in and to all Trust Assets to the Trust, free and clear of all Claims, Liens, charges, other encumbrances, and interests. To fund the Trust, by operation of the Confirmation Order, the Plan Trustee will be in possession of and have title to all Trust Assets as of the Effective Date, including any unsold equipment, cash, bank deposits, certificates of deposit, inventory, furniture, fixtures, equipment, real property, rights, contracts, claims and causes of action, garnishments, and all documents evidencing and relating to the ownership of estate property. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/txnb16-32814-11-193.pdf About Frymire Services Formed in Texas in April 1956, Frymire Services, Inc., operates a commercial and residential services company specializing in HVAC heating/cooling and plumbing. Frymire Services filed a Chapter 11 bankruptcy petition (Bankr. N.D. Tex. Case No. 16-32814) on July 15, 2016. The petition was signed by George R. Frymire, president. Judge Stacey G. Jernigan presides over the case. The Debtor estimated assets and debts at $1 million to $10 million at the time of the chapter 11 filing. The Debtor is represented by Bryan Christopher Assink, Esq., Mark A. Castillo, Esq., and Joshua Lee Shepherd, Esq., at Curtis Castillo, Esq. GASTAR EXPLORATION: Declares Special Cash Dividends on Pref. Stock ------------------------------------------------------------------ Gastar Exploration Inc. announced that it has declared special cash dividends on its 8.625% Series A Preferred Stock and its 10.75% Series B Preferred Stock to pay in full all accumulated and unpaid cash dividends on both of its outstanding series of preferred stock. Due to covenant restrictions under its credit agreement, Gastar had previously suspended the payment of monthly cash dividends on both outstanding series of its preferred stock as of April 1, 2016. The total amount of the declared dividend payments is approximately $12.1 million. The dividend on the Series A Preferred Stock and Series B Preferred Stock is payable on Jan. 31, 2017, to holders of record at the close of business on Jan. 20, 2017. The Series A Preferred Stock January 2017 dividend payment will include all accumulated and unpaid dividends accrued since April 1, 2016, at an annualized 8.625% through the payment date, which is equivalent to $1.796875 per share, based on the $25.00 per share liquidation preference. The Series A Preferred Stock is currently listed on the NYSE MKT and trades under the ticker symbol "GST.PRA." The Series B Preferred Stock January 2017 dividend payment will include all accumulated and unpaid dividends accrued since April 1, 2016, at an annualized 10.75% through the payment date, which is equivalent to $2.239584 per share, based on the $25.00 per share liquidation preference. The Series B Preferred Stock is currently listed on the NYSE MKT and trades under the ticker symbol "GST.PRB." In connection with the dividend declaration, Gastar also announced that it has entered into an amendment of its credit agreement governing its revolving credit facility to, among other items, permit the limited payment of certain cash dividends on its preferred stock, including the dividends declared payable on Jan. 31, 2017, provided that Gastar's borrowing base will be correspondingly reduced in the amount of any such dividend payment and Gastar pays down its outstanding indebtedness in the amount of dividends paid. Gastar's credit agreement had previously prohibited payment of cash dividends on preferred stock after March 31, 2016. Under the amendment, payment of the declared January 2017 dividend and monthly preferred stock cash dividends through May 2017 is permitted contingent upon the satisfaction of certain conditions, including but not limited to (1) the absence of any defaults or borrowing base deficiency, (2) having cash liquidity (including any available revolver borrowings) of more than $30 million, and (3) paying permitted dividends solely from proceeds received by Gastar from sales of equity since November 30, 2016 (including through the Company's at-the-market sales program). There is no assurance, however, when or if Gastar will declare and pay further preferred stock dividends after Jan. 31, 2017. Under the credit agreement amendment, Gastar also agreed to pay down indebtedness under its revolving credit facility by at least an additional $8.1 million by April 30, 2017, which is anticipated to be paid out of proceeds received by such date from its previously announced sale of non-core Canadian County, Oklahoma oil and gas properties. About Gastar Exploration Houston, Texas-based Gastar Exploration Inc. -- http://www.gastar.com/-- is an independent energy company engaged in the exploration, development and production of oil, condensate, natural gas and natural gas liquids in the United States. Gastar's principal business activities include the identification, acquisition, and subsequent exploration and development of oil and natural gas properties with an emphasis on unconventional reserves, such as shale resource plays. Gastar Exploration reported a net loss attributable to common stockholders of $473.98 million for the year ended Dec. 31, 2015, compared to net income attributable to common stockholders of $36.52 million for the year ended Dec. 31, 2014. As of Sept. 30, 2016, Gastar Exploration had $300.0 million in total assets, $461.0 million in total liabilities and a total stockholders' deficit of $161.1 million. * * * As reported by the TCR on March 15, 2016, Standard & Poor's Ratings Services lowered its corporate credit rating on Gastar Exploration to 'CCC-' from 'CCC+'. The downgrade follows Gastar's announcement that it had just $29 million of cash on hand and a fully drawn revolver. The company's borrowing base current stands at $180 million, but will be reduced to $100 million at the earlier of the close of the Appalachian asset sale or April 10, 2016. Proceeds from the Appalachian asset sale are expected to be $80 million. In June 2016, Moody's Investors Service downgraded the Corporate Family Rating of Gastar to 'Caa3' from 'Caa1'. The rating outlook was changed to 'negative' from 'stable'. The downgrade of Gastar's CFR to Caa3 reflects the company's weakened liquidity and reduced size following the sale of its Appalachian assets in April 2016. GEORGINA LLC: Asks Court to Approve Disclosure Statement -------------------------------------------------------- Georgina, LLC, filed a motion asking the U.S. Bankruptcy Court for the Central District of California to approve its disclosure statement describing its chapter 11 plan of reorganization filed on Jan. 6, 2017. The Debtor asks the court to schedule a hearing on Feb. 21, 2017, at 1:30 p.m., in courtroom 303 of the U.S. Bankruptcy Court for the Central District of California, located at 21041 Burbank Boulevard, Woodland Hills, California. 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 PC 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. GIBLET INC: Wants to Use Colorado DOR Cash Collateral ----------------------------------------------------- The Giblet, Inc. dba Souper Salad seeks authorization from the U.S. Bankruptcy Court for the District of Colorado to use the cash collateral of the Colorado Department of Revenue. The Colorado DOR asserts a first-priority statutory secured lien in the amount of $59,393, arising from pre-petition sales and wage withholding tax obligations owed by the Debtor. The tax obligations are secured by the Debtor's inventory, equipment, accounts and proceeds. The Debtor presently plans to continue operation of its business throughout the Chapter 11 case and propose a plan of reorganization which provides for the continuation of its business. The Debtor contends that it should be allowed to use cash collateral to pay necessary operating expenses considering that the Debtor's revenues and available cash are derived primarily from daily sales of food products at its two restaurants. The Debtor further contends that without the use of cash collateral, it will have insufficient funding for its business operations, and will not be able to pay rent, employees, insurance, utilities, and other costs necessary for continuing operations. The Debtor asserts that its equipment, accounts and other assets are valued at $238,545. The Debtor believes that the Colorado DOR's secured interests in its assets are adequately protected since the Debtor will be replacing its accounts receivable and cash equivalents in the ordinary course of its operations through its continued use of cash collateral. The Debtor proposes to provide the following adequate protection to the Colorado DOR with respect to the Debtor's proposed continued use of cash collateral: (a) The Debtor will provide a replacement lien on all post-petition accounts and accounts receivable to the extent that the use of the cash collateral results in a decrease in the value of the collateral; (b) The Debtor will maintain adequate insurance coverage on all personal property assets and adequate insure against any potential loss; (c) The Debtor will provide the Colorado DOR periodic reports and information filed with the Bankruptcy Court, including debtor-in-possession reports; (d) The Debtor will only expend cash collateral for the purpose of ordinary business expenses, including the purchase of replacement inventory, payment of employee wages, and overhead expenses; (e) The Debtor will timely file all reports and returns with the Colorado DOR and pay all post petition taxes due and owing; (f) The Debtor will preserve and maintain in good condition all collateral in which the Colorado DOR has an interest; and (g) The Debtor will pay the Colorado DOR the sum of $1,182 on a monthly basis beginning on January 15, 2017, which constitutes repayment of its tax claim plus interest at the statutory rate of 6% amortized over 58 months. A full-text copy of the Debtor's Motion, dated January 10, 2017, is available at https://is.gd/OTjCkk About The Giblet, Inc. The Giblet, Inc., filed a Chapter 11 bankruptcy petition (Bankr. D. Colo. Case No. 16-21427) on November 22, 2016. The Petition was signed by Jason Pechek, authorized representative. At the time of filing, the Debtor estimated assets at $100,000 to $500,000 and liabilities at $500,000 to $1 million. The Debtor is represented by Robert J. Shilliday, III, Esq., at Vorndran Shilliday, P.C. GOLDEN MARINA: Wisconsin Gas Buying Greenfield Properties for $4M ----------------------------------------------------------------- Judge Donald R. Cassling of the U.S. Bankruptcy Court for the Northern District of Illinois will convene a hearing on Jan. 17, 2017, at 9:30 a.m. to consider Golden Marina Causeway, LLC's procedures in connection with the sale of two contiguous parcels of real estate in downtown, Milwaukee, comprising approximately 47 acres ("Greenfield Properties") to Wisconsin Gas, LLC, for $4,000,000, subject to overbid. The Greenfield Properties are located at 302 and 311 East Greenfield Ave., in Milwaukee, Wisconsin. The larger site at 311 East Greenfield ("311 Parcel"), which consists of 46, is commonly known as the "Solvay Coke and Gas Site." Between 1873 and 1983, portions of the site were used for a variety of industrial purposes, including coke and manufactured gas production, coal storage, tannery, blast furnace operations, a service yard for Milwaukee's electric trolley system, and a railcar ferry terminal. The 311 Parcel site consists of part of Lots 2, 3, 4, 5, 7, 8, 9, 10, 11, 12, 13, and 17 in the northwest 1/4 of Section 4, Township 6 North, Range 22 East, in the City of Milwaukee, County of Milwaukee, and State of Wisconsin. The smaller parcel at 302 East Greenfield consists of approximately an acre (and lies to the north of the 311 Parcel). With respect to the 311 Parcel, in January 2007, the U.S. EPA entered into an Administrative Settlement Agreement and Order on Consent ("AOC") with certain Potentially Responsible Parties ("PRPs") for the conduct of a Remedial Investigation/Feasibility Study ("RI/FS") covering portions of the site. East Greenfield Investors, LLC, the Debtor's parent company, signed the AOC asserting its intent to acquire ownership in a manner that conforms to requirements for it to be a bona fide purchaser, and that it would comply with Section 101(40) during its ownership, and thus would qualify for protection from liability as a bona fide prospective purchaser as set forth in Section 107(r)(1) of CERCLA, 42 U.S.C. Section 9607(r)(1). The named PRPs and East Greenfield Investors are conducting an RI/FS pursuant to the AOC including a baseline risk assessment and ecological assessment at the site to get a more precise idea of environmental conditions at the site. This effort by the Respondents resulted in a final RI Report, which EPA approved on Sept. 14, 2016. The Respondents are now working on a Feasibility Study for EPA's review and approval. Apart from the environmental status of the property, the City of Milwaukee has filed a petition with the Circuit Court for Milwaukee County, Wisconsin, asking for an order compelling Golden Marina to raze seven buildings it deems unfit for human habitation, occupancy, or use ("Raze Action"). The Debtor's indirect owner, Lawrence D. Fromelius, who is in his own chapter 11 bankruptcy case, sought and received authority from the Court to pay for the demolition of three buildings. The demolition of those buildings has been completed. The remaining buildings will also need to be demolished at some point in the near future and the Debtor anticipates that the new owner will complete the required demolition after the sale of the property. The Debtor and Mr. Fromelius, share a creditor: The Ann Marie Barry Trust dated March 24, 2003 by and through First Midwest Bank, as Successor Trustee ("Barry Trust Trustee"). The Barry Trust Trustee asserts a claim in excess of $6,400,000 that is secured by the Greenfield Properties and by another parcel owned by Mr. Fromelius directly in Seneca, Illinois. Due to their history, the Greenfield Properties have many potential lien claimants. Four entities filed secured claims against the Debtor: The State of Wisconsin in the amount of approximately $72,000 related to a judgment lien from September of 2006; the City of Milwaukee for real estate taxes owed in the amount of approximately $250,000; the secured Claim of the Barry Trust Trustee for approximately $6,400,000; and the secured claim of East Greenfield Investors for approximately $3,000,000. The Debtor wishes to sell the Greenfield Properties to satisfy the Barry Trust Trustee's claim, at least in part. By selling the Greenfield Properties through Section 363 of the Bankruptcy Code, the Debtor will be able to deliver clean title to the buyer and maximize the value received for its creditors. The Debtor received the letter of intent from Wisconsin Gas, one of the PRPs, memorializing its offer to acquire the Greenfield Properties and the general terms of the Stalking Horse Offer. The Debtor and Wisconsin Gas have agreed to the terms of the APA memorializing in detail the terms of the Stalking Horse Offer. The Debtor asks the Court to approve the form of the APA solely to the extent of its use as a form that all other entities wishing to submit Qualified Bids for the Greenfield Properties must follow, as provided. Pursuant to the APA, to the extent the Debtor does not receive any higher or better offers, and all other conditions to closing are met, including entry of an order approving the APA and an order acceptable to the parties authorizing the sale, the Debtor and Wisconsin Gas will consummate the transaction contemplated in the APA and the motion. The material terms of the APA are: a. Wisconsin Gas will assume the obligation to complete demolition work required by the City of Milwaukee as requested in the Raze Action b. Upon entry of the Order approving, among other things, the Sale Procedures set forth, Wisconsin Gas will deposit $50,000 into an escrow account ("Earnest Money"). The Earnest Money will be applied pursuant to the terms of the APA. c. The Debtor will pay Wisconsin Gas a Break-Up Fee in the amount of $100,000 if Wisconsin Gas is not the Winning Bidder for the Greenfield Properties, but only to the extent that the Debtor closes a sale with another entity for an amount equal to or in excess of $4,200,000 and receives the proceeds from such sale. The APA with Wisconsin Gas is subject to higher and better offers through an auction process. Generally speaking, the Auction will take place 60 days after the entry of an order authorizing the Debtor to implement the Sale Procedures set forth herein. Furthermore, the deadline for submitting bids to acquire the Greenfield Properties will be shortly before the date of the Auction. The APA specifies that during the 15 days after the Sale Order becomes a Final Order, Wisconsin Gas will review and confirm that the condition of the Greenfield Properties is not materially and adversely different than its condition as of June 29, 2016, which is the date that Wisconsin Gas submitted its Letter of Intent. Wisconsin Gas is not obligated to close the transaction if it determines there has been a materially adverse change in the condition of the Greenfield Properties since June 29, 2016. The material terms of the Bidding Procedures are: a. Bid Deadline: March 21, 2017 at 5:00 p.m. (PCT) b. Qualified Bid: A purchase price equal to or greater than $4,200,000. c. Cash Deposit: $200,000 d. Auction: April 3, 2017 at 1:00 p.m. (PCT) at The Law Office of William J. Factor, Ltd. 105 W. Madison Suite 1500, Chicago, Illinois. e. Bidding Increments: $100,000 f. Designation of Winning Bidder: At the end of the bidding, the entity submitting the highest and best offer, in the Debtor's judgment after consultation with the Barry Trust Trustee, will be designated the "Winning Bidder" and its bid will be deemed the "Winning Bid." g. Designation of Backup Winner: At the end of the bidding, the entity submitting the second highest and best offer, in the Debtor's judgment after consultation with the Barry Trust Trustee, will be designated the "Backup Winning Bidder" and its bid will be deemed the "Backup Winning Bid." A court hearing to determine the Winning Bid and to obtain the entry of the Sale Order will be held on April 4, 2017, at 10:30 a.m. (PCT). The Debtor asks the Court to provide Wisconsin Gas, as the stalking horse, the protections typically accorded to the entity designated the stalking horse, such that if the Debtor closes a sale with an entity other than Wisconsin Gas, then upon such closing and the Debtor's receipt of the subject funds, Wisconsin Gas will receive these protections: a. The Breakup Fee in an amount equal to $100,000, which will be payable to Wisconsin Gas if (i) Wisconsin Gas has not defaulted on any of its obligations under the APA and remains ready, willing and able to close on the sale of the Greenfield Properties in the amount of its bid, as set forth in the APA or at the Auction, (ii) Wisconsin Gas is not the Winning Bidder, and (iii) the Debtor consummates the sale of the Greenfield Properties to an entity unrelated to Wisconsin Gas and receives the sale proceeds related to such sale. b. The Sale Procedures also include "Bid Protection" in favor of Wisconsin Gas, such that the next highest offer will have to be $4,200,000, with anticipated bidding increments of $100,000. Although Wisconsin Gas has not identified any of the Debtor's contracts that it intends to acquire, to the extent any Potential Bidder wishes to acquire any such contracts and to pay any associated Cure Amount, the Debtor proposes to implement these procedures to do so: a. As soon as possible after the Bid Deadline, but no later than 2 business days thereafter, the Debtor will file a notice with the Court of the Contracts that each Qualified Bidder wishes to assume ("Assigned Contract"), if any, and serve on each party to an Assigned Contract, a Cure Notice. b. The hearing to consider the assumption and assignment of any Assigned Contracts and the Cure Amount will take place at the Sale Hearing. c. Any objection to the Cure Amount or the assumption and assignment of the subject contract must be filed on, at or before the Sale Hearing and state with specificity what cure the party to the Assigned Contract believes is required, along with appropriate and sufficient documentation in support thereof and the reasons, if any, the Assumed Contract is not subject to assumption and assignment. d. If no objection is timely received, the Assigned Contract will be assumed and assigned as set forth in the Cure Notice or any related notice and the Cure Amount set forth in the Cure Notice will be controlling notwithstanding anything to the contrary in the Assigned Contract or other document, and the non-debtor party to such Assigned Contract will be forever barred from asserting any other claim arising prior to the assignment against the Debtor or the Winning Bidder as to such Assigned Contract. e. If the Debtor receives an objection to the assumption and assignment of an Assigned Contract or the Cure Amount ("Cure Amount/Assignment Objection"), the objection must set forth the basis for the objection and the cure amount, if any, the objecting party claims is owed ("Claimed Cure Amount") with appropriate documentation in support thereof. In the event that the Debtor and any objecting party are unable to consensually resolve any Cure Amount/Assignment Objection, the Court will resolve any such Cure Amount/Assignment Objection either at the Sale Hearing or at a further hearing. Ten business days after entry of the Sale Procedure Order, and as soon thereafter as additional parties entitled to notice are identified, the Debtor will cause a notice and a copy of the Sale Procedures Order to all interested parties. The Debtor believes that the Sale Procedures will effectuate the pertinent goal of facilitating an open and fair public sale and that these procedures represent the best opportunity in the case for the maximization of value for the Estate and creditors. Any lien, claim, interest, or encumbrance asserted against the Greenfield Properties will be protected by attachment to the proceeds of the sale. Accordingly, the Debtor respectfully requests that the Court permit the transfer of the Greenfield Properties to Wisconsin Gas or such other Winning Bidder free and clear of all Interests (except for any liabilities expressly assumed), with such Interests attaching to the sale proceeds. The Purchaser can be reached at: WISCONSIN GAS, LLC 231 West Michigan Street Milwaukee, WI 53203 Attn: Mr. James T. Raabe E-mail: James.Raabe@we-energies.com About Golden Marina Causeway Golden Marina Causeway LLC owns two parcels of real estate, located at 302 and 311 East Greenfield Avenue in Milwaukee, Wisconsin. The parcel at 311 E. Greenfield consists of 47 acres and the smaller parcel at 302 E. Greenfield is approximately 1 acre. Lawrence D. Fromelius filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 15-22373) on June 29, 2015. On July 2, 2015, L. Fromelius Investment Properties LLC filed a petition for relief under Chapter 11 of the Bankruptcy Code under Case No. 15-22943, and on Feb. 5, 2016, Golden Marina Causeway LLC filed for relief under Chapter 11, under Case No. 16-03587. Mr. Fromelius is the sole member of Investment Properties. He is also the sale member of East Greenfield Investors LLC, which in turn is the sole member of Golden Marina Causeway LLC. GRACE GEMS GALLERIA: Claimant Opposes Approval of Plan Outline -------------------------------------------------------------- A claimant of Grace Gems Galleria, LLC, asked the U.S. court overseeing the company's Chapter 11 case to deny approval of the disclosure statement, which explains its plan to exit bankruptcy protection. In a filing with the U.S. Bankruptcy Court for the Western District of Pennsylvania, Terri Imbarlina Patak, who claims to be the owner of Grace Gems' assets, criticized the company's bid to sell them through the bankruptcy plan. "Debtor failed to explain either in the [disclosure statement] or in the proposed plan that it has no equity, title, or other ownership interest in the assets," the claimant said in the court filing. Ms. Patak had sold the assets of Shadyside Mining Co., a company previously operated by her deceased husband, to Grace Gems and Grace Betancourt-Moffett, principal of the company. The buyers, however, have allegedly failed to make payments for the assets, according to court filings. The claimant said the disclosure statement should be denied for "lack of adequate information" necessary to enable creditors to know how Grace Gems acquired the assets. Grace Gems' restructuring plan provides that all payments will be funded from the proceeds of the asset sale. Ms. Patak is represented by: Jason L. Ott, Esq. Dickie, McCamey & Chilcote, P.C. Two PPG Place, Suite 400 Pittsburgh, PA 15222-5402 Phone: (412) 392-5578 Fax: (412) 392-5367 Email: jott@dmclaw.com About Grace Gems Galleria Grace Gems Galleria, LLC, sought Chapter 11 protection (Bankr. W.D. Penn. Case No. 15-24218) on Nov. 18, 2015. The petition was signed by Ronald S. Jones, president. The Debtor estimated assets in the range of $50,000 and $100,000 and $100,000 and $500,000 in debt. The Debtor tapped Robert O Lampl, Esq. as counsel. GREAT BASIN: Amends Form S-1 Preliminary Prospectus with SEC ------------------------------------------------------------ Great Basin Scientific, Inc. filed with the Securities and Exchange Commission an amended Form S-1 registration statement relating to the offering of an aggregate of up to 8,000 Units, representing $8,000,000 of units, each consisting of: (i) one share of the Company's Series G 12.5% Mandatorily Convertible Preferred Stock, par value $0.001 per share, with a stated value of $1,000 per share, or "Series G Preferred Stock," which is initially convertible into shares of the Company's common stock, par value $0.0001 per share, or "Common Stock;" and (ii) a Series I Warrant to purchase ___ shares of the Company's Common Stock. The Units will not be issued or certificated. The Series G Preferred Stock and Series I Warrants are immediately separable and will be issued separately, but will be purchased together as a unit in this offering. This prospectus also covers up to 400,000,000 shares of Common Stock issuable upon conversion of the Series G Preferred Stock based on the floor conversion price of $0.02 per share and ____ shares of Common Stock issuable upon exercise of the Series I Warrants. The Series G Preferred Stock is convertible into shares of Common Stock by dividing the stated value of the Preferred Stock by the conversion price. The conversion price is equal to the lesser of: (i) $___ per share of Common Stock, referred to as the "Set Price," and (ii) 87.5% of the lowest volume weighted average trading price of the Common Stock during the five trading days ending on, and including the date of delivery of a notice of conversion, subject to adjustment as provided for in the Series G Certificate of Designation. Each Series I Warrant will be exercisable for a number of shares of Common Stock determined as 100% of the total shares of Common Stock into which one share of Series G Preferred Stock sold in this offering is convertible based on the Set Price. The Set Price will be determined as the closing bid price for the Common Stock as reported on the date of effectiveness of the registration statement of which this prospectus forms a part. The initial conversion price, subject to adjustment as provided for in the Series G Certificate of Designation, for the Series G Preferred Stock will be the Set Price and the Set Price will be the Series I Warrant initial exercise price, subject to adjustment as described in the form of Series I Warrant. Based on the closing bid price of the Common Stock as of Jan. 5, 2017, the Set Price would be $1.10. As a result, at that date and assuming such Set Price: (i) one share of Series G Preferred Stock would be convertible into 909.0909 shares of the Common Stock and, assuming 8,000 Units are sold, all shares of the Series G Preferred Stock would be convertible into 7,272,728 shares of Common Stock; and (ii) one Series I Warrant would permit the holder to acquire 909.0909 shares of the Common Stock at an initial exercise price of $1.10 and allow all Series I Warrants to be exercised for a total of 7,272,728 shares of Common Stock. The Company's common stock is quoted on the OTCQB marketplace under the symbol "GBSN." On Jan. 5, 2017, the last reported bid price of the Company's common stock on the OTCQB was $1.10 per share. There is no established trading market for the Series G Preferred Stock or Series I Warrants and the Company does not expect an active trading market to develop. In addition, the Company does not intend to list the Series G Preferred Stock or Series I Warrants on any securities exchange or other trading market. Without an active trading market, the liquidity of the Series G Preferred Stock and Series I Warrants will be limited. A full-text copy of the Form S-1/A is available for free at: https://is.gd/uTekNd About Great Basin Great Basin Scientific is a molecular diagnostic testing company focused on the development and commercialization of its patented, molecular diagnostic platform designed to test for infectious disease, especially hospital-acquired infections. The Company believes that small to medium sized hospital laboratories, those under 400 beds, are in need of simpler and more affordable molecular diagnostic testing methods. The Company markets a system that combines both affordability and ease-of-use, when compared to other commercially available molecular testing methods, which the Company believes will accelerate the adoption of molecular testing in small to medium sized hospitals. The Company's system includes an analyzer, which it provides for its customers' use without charge in the United States, and a diagnostic cartridge, which the Company sells to its customers. Great Basin reported a net loss of $57.9 million in 2015 following a net loss of $21.7 million in 2014. As of Sept. 30, 2016, Great Basin had $83.40 million in total assets, $144.9 million in total liabilities, and a total stockholders' deficit of $61.47 million. Mantyla McReynolds, LLC, in Salt Lake City, Utah, issued a "going concern" opinion in its report on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has incurred substantial losses from operations causing negative working capital and negative operating cash flows. These issues raise substantial doubt about its ability to continue as a going concern. GREAT BASIN: Sabby Healthcare Owns 9.9% Equity Stake as of Dec. 31 ------------------------------------------------------------------ In an amended Schedule 13G filed with the Securities and Exchange Commission, Sabby Healthcare Master Fund, Ltd., Sabby Management, LLC and Hal Mintz disclosed that as of Dec. 31, 2016, they beneficially owned 16,531,757 shares of common stock of Great Basin Scientific, Inc., representing 9.99 percent of the shares outstanding. Sabby Management, LLC and Hal Mintz do not directly own any shares of Common Stock, but each indirectly owns 16,531,757 shares of Common Stock. Sabby Management, LLC, a Delaware limited liability company, indirectly owns 16,531,757 shares of Common Stock because it serves as the investment manager of Sabby Healthcare Master Fund, Ltd. Mr. Mintz indirectly owns 16,531,757 shares of Common Stock in his capacity as manager of Sabby Management, LLC. A full-text copy of the regulatory filing is available at: https://is.gd/05pnpg About Great Basin Great Basin Scientific is a molecular diagnostic testing company focused on the development and commercialization of its patented, molecular diagnostic platform designed to test for infectious disease, especially hospital-acquired infections. The Company believes that small to medium sized hospital laboratories, those under 400 beds, are in need of simpler and more affordable molecular diagnostic testing methods. The Company markets a system that combines both affordability and ease-of-use, when compared to other commercially available molecular testing methods, which the Company believes will accelerate the adoption of molecular testing in small to medium sized hospitals. The Company's system includes an analyzer, which it provides for its customers' use without charge in the United States, and a diagnostic cartridge, which the Company sells to its customers. Great Basin reported a net loss of $57.9 million in 2015 following a net loss of $21.7 million in 2014. As of Sept. 30, 2016, Great Basin had $83.40 million in total assets, $144.9 million in total liabilities, and a total stockholders' deficit of $61.47 million. Mantyla McReynolds, LLC, in Salt Lake City, Utah, issued a "going concern" opinion in its report on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has incurred substantial losses from operations causing negative working capital and negative operating cash flows. These issues raise substantial doubt about its ability to continue as a going concern. GULFMARK OFFSHORE: Purchase Pact with MFP & Franklin Canceled ------------------------------------------------------------- As initially reported by GulfMark Offshore, Inc., in a Current Report on Form 8-K filed with the Securities and Exchange Commission on Nov. 23, 2016, the Company entered into a Securities Purchase Agreement with MFP Partners, L.P., and Franklin Mutual Advisers, LLC, to issue and sell in a private placement 50,000 shares of Series A Convertible Preferred Stock, par value $0.01 per share, for a cash purchase price of $1,000 per share of Series A Preferred Stock, or $50,000,000 in the aggregate. The closing of the Private Placement was conditioned upon a minimum of $250,000,000 in aggregate principal amount of the Company's existing 6.375% Senior Notes due 2022 being tendered by Dec. 31, 2016, in the previously announced cash tender offer by the Company for up to $300,000,000 aggregate principal amount of the Notes. The Minimum Tender Condition was not satisfied, and on Dec. 30, 2016, the Company announced the termination of the tender offer. On Jan. 6, 2016, the Company received a notice of termination of the Purchase Agreement from the Investors notifying the Company that the Investors had exercised their right to terminate the Purchase Agreement due the Company's failure to satisfy the Minimum Tender Condition to the Tender Offer by Dec. 31, 2016. Pursuant to the terms of the Purchase Agreement, the obligations of the Company and the Investors under the Purchase Agreement were immediately terminated upon receipt of the Termination Notice. As previously disclosed, in the event the Purchase Agreement is terminated by the Investors for the Company's failure to satisfy the Minimum Tender Condition, the Company is obligated pay the Investors a fee equal to $4,000,000 with (i) 75% of such fee payable in cash and (ii) 25% of such fee payable in shares of the Company's Class A common stock, par value $0.01 per share. On Jan. 11, 2017, the Company paid the Investors the Termination Fee, which was comprised of $3.0 million in cash and $1.0 million in shares of the Company's Class A Common Stock, represented by 555,586 shares of Class A Common Stock based on an issuance price of $1.7999 per share of the Class A Common Stock, which is equal to the 10-day VWAP of the Class A Common Stock as of the termination date of the Purchase Agreement, Jan. 6, 2017, as disclosed in a regulatory filing with the Securities and Exchange Commission. About Gulfmark GulfMark Offshore, Inc., a Delaware corporation, was incorporated in 1996. The Company provides offshore marine support and transportation services primarily to companies involved in the offshore exploration and production of oil and natural gas. The Company's vessels transport materials, supplies and personnel to offshore facilities, and also move and position drilling and production facilities. The majority of the Company's operations are conducted in the North Sea, offshore Southeast Asia and offshore the Americas. The Company currently operates a fleet of 73 owned or managed offshore supply vessels, or OSVs, in the following regions: 30 vessels in the North Sea, 13 vessels offshore Southeast Asia, and 30 vessels offshore the Americas. The Company's fleet is one of the world's youngest, largest and most geographically balanced, high specification OSV fleets. The Company's owned vessels have an average age of approximately nine years. Gulfmark reported a net loss of $215 million in 2015 following net income of $62.4 million in 2014. As of Sept. 30, 2016, GulfMark had $1.10 billion in total assets, $583.9 million in total liabilities and $518.3 million in total stockholders' equity. * * * In January 2017, the TCR reported that S&P Global Ratings raised its corporate credit rating on U.S.-based offshore service provider GulfMark Offshore Inc. to 'CCC-' from 'CC'. The rating outlook is negative. "The upgrade follows GulfMark Offshore's announcement on Dec. 30, 2016, that it has terminated its tender offer to purchase up to $300 million of its 6.375% senior unsecured notes due 2022 at below par," said S&P Global Ratings' credit analyst Kevin Kwok. In February 2016, that Moody's Investors Service downgraded GulfMark Offshore's Corporate Family Rating (CFR) to 'Caa3' from 'B3', Probability of Default Rating (PDR) to 'Caa3-PD' from 'B3-PD', and senior unsecured notes to 'Ca' from 'Caa1'. HANISH LLC: Can Use Phoenix NPL Cash Collateral on Final Basis -------------------------------------------------------------- Judge Bruce A. Harwood of the U.S. Bankruptcy Court for the District of New Hampshire authorized Hanish, LLC to use cash collateral on a final basis. The Debtor is liable to Phoenix NPL, LLC, for these amounts as of the Petition Date: (1) Due under the 2007 Note: Principal: $5,507,324 Interest: $305,371 (2) Due under the 2009 Note: Principal: $406,547 Interest: $45,824 (3) The Debtor is also liable for all interest accruing from and after the Petition Date under the Loan Documents, all default rate interest accrued prior to the Petition Date, and all fees, costs, expenses, and costs of collection. The obligations of the Debtor to Phoenix NPL pursuant to the Loan Documents are secured by a perfected first priority security interest in the Mortgaged Property and substantially all of the Debtor's personal property assets. The approved Budget provides total hotel operating expenses of approximately $379,008, for the period from January 2017 through March 2017. Phoenix NPL was granted a security interest to the extent of any diminution in the value of the Phoenix NPL's cash and non-cash Collateral in all of the Debtor's post-petition assets, including, but not limited to, accounts, accounts receivable, rents, inventory, equipment, general intangibles, and goods, motor vehicles, real estate, and leasehold interest as well as all products and proceeds thereof. The Debtor was directed to pay any and all taxes, municipal charges, or other amounts accruing upon or with respect to the Collateral from and after the Petition Date and will maintain the Collateral in good condition and shall not permit waste to occur with respect to the Collateral. The Debtor was directed to make payments to the Lender in good and collected funds in an amount equal to $20,000 each for application to the Claim in accordance with the Loan Documents. The Debtor's right to use its assets and to use the Lender’s cash and non-cash Collateral will terminate upon the earliest of: (1) March 31, 2017; (2) The Debtor's failure to maintain all necessary insurance; or (3) At the Lender’s option, upon the occurrence of any of the following Termination Events: (a) The breach by the Debtor of any of the terms, conditions, or covenants of the Order; (b) The appointment of a Trustee for the Debtor; (c) The conversion of this Case to a case under Chapter 7 of the Bankruptcy Code; (d) The dismissal of this Case; (e) The appointment of an examiner with any of the powers of a Trustee for the Debtor; or (f) The allowance of a Motion for Relief from the Automatic Stay allowing a creditor of the Debtor to foreclose upon or take possession of any material asset owned or leased by the Debtor. A hearing on the further use of cash collateral will be held on March 29, 2017 at 1:30 p.m. The Debtor was directed to file a motion for further use of cash collateral on or before March 15, 2017. The deadline for the filing of objections to the Debtor's use of cash collateral is set on March 22, 2017. A full-text copy of the Order, dated January 10, 2017, is available at https://is.gd/uiuLP3 About Hanish, LLC Hanish, LLC, owns and operates a 59-unit Fairfield Inn & Suites by Marriott in Hooksett, N.H. The company sought Chapter 11 protection (Bankr. D. N.H. Case No. 16-10602) on April 26, 2016, and is represented by Steven M. Notinger, Esq., at Notinger Law, PLLC. The petition was signed by Nayan Patel, managing member. Judge Bruce A. Harwood presides over the case. The Debtor estimated its assets and debts at $1 million to $10 million at the time of the filing. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/nhb16-10602.pdf HARO INVESTMENT: Unsecureds to Get Full Payment, Plus 4% -------------------------------------------------------- Haro Investment Corp. filed with the U.S. Bankruptcy Court for the District of Puerto Rico its proposed Chapter 11 plan. The plan classifies claims into unsecured priority, unsecured and secured (if the disputed unsecured claim of Condado 3 LLC is determined by the court to be entitled to such status). Unsecured priority claims and unsecured claims will be paid in full, plus 4% interest from the date of the filing of the Chapter 11 petition. The plan will be funded by the sale or rental of the real properties of Haro Investment, according to the company's disclosure statement filed on Dec. 27, 2016. A copy of the disclosure statement is available for free at: http://bankrupt.com/misc/HaroInvestment_DS12272016.pdf Haro Investment is represented by: Maximiliano Trujillo, Esq. Maximiliano Trujillo-Gonzalez 100 Grand Paseos Blvd., Suite 112 San Juan, PR 00926-5902 Phone: (787)438-8802 Fax (787)200-5063 Email: maxtruj@gmail.com About Haro Investment Corp. Haro Investment Corp. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 16-09944) on December 22, 2016. The petition was signed by Rolando Silva, secretary. At the time of the filing, the Debtor estimated assets and liabilities of less than $500,000. HENSON MECHANICAL: Can Use Brand Banking Cash on Interim Basis -------------------------------------------------------------- Judge James P. Smith of the U.S. Bankruptcy Court for the Middle District of Georgia authorized Henson Medical, Inc., d/b/a Ben Franklin Plumbing, d/b/a One Hour Heating and Air Conditioning, to use cash collateral on an interim basis until Feb. 14, 2017. The Brand Banking Company may assert an interest in the Debtor's cash collateral. The Debtor contended that, based upon a review of records and financing statements, it does not appear that any other party asserts an interest in the Debtor's cash collateral. Judge Smith acknowledged that the Debtor requires the use of cash collateral to pay its payroll, purchase inventory and pay its other operating expenses. Judge Smith permitted the Debtor to use cash collateral to pay the actual amount owed or deposit required to any utility, taxing authority, the United States Trustee or insurance company as actually due and needed in the Debtor's business judgment. The approved Budget provided for total expenses in the amount of $115,149. The Debtor is directed to make payments to The Brand Banking Company in the amount of $4,915 for the Mortgage, and $600 for the Line of Credit. The Brand Banking Company is granted a security interest in, and lien upon all of the postpetition collateral to the same extent, validity, amount, and priority as its prepetition security interests and lien upon such collateral. A final hearing on the Debtor's Motion is scheduled on Feb. 14, 2017 at 11:00 a.m. The deadline for the filing of objections to the Debtor's Motion is set on Feb. 10, 2017. A full-text copy of the Interim Order, dated Jan. 9, 2017, is available at http://bankrupt.com/misc/HensonMechanical2017_1730011_21.pdf The Brand Banking Company is represented by: Andrew Stancil, Esq. MAHAFFEY PICKENS TUCKER, LLP 1550 North Brown Road, Suite 125 Lawrenceville, GA 30043 Telephone: (770) 232-0000 About Henson Mechanical Henson Mechanical, Inc., d/b/a Ben Franklin Plumbing d/b/a One Hour Heating and Air Conditioning, is a Georgia Corporation operating a residential air conditioning and plumbing company, which corporate offices are located in Monroe, GA. Henson Mechanical, Inc., filed a Chapter 11 petition (Bankr. M.D. Ga. Case No. 17-30011), on Jan. 3, 2017. The petition was signed by Steve Kitchens, CFO & VP. The Debtor is represented by Cameron M. McCord, Esq., at Jones & Walden, LLC. At the time of the filing, the Debtor estimated assets at $500,000 to $1 million and liabilities at $1 million to $10 million. HIGHLANDS OF MEMPHIS: Can Continue Using Existing Bank Accounts --------------------------------------------------------------- Judge David S. Kennedy of the U.S. Bankruptcy Court for the Western District of Tennessee authorized The Highlands of Memphis, LLC, and The Highlands of Dyersburg, LLC, to maintain and use certain existing bank accounts, cash management system, and business forms. The Debtors are authorized to maintain existing prepetition accounts at CFG Community Bank and Regions Bank. The Bank Accounts will be deemed debtor-in-possession accounts, and the maintenance and continued use of the accounts will be in the same manner and with the same account numbers, styles, and document forms as during the prepetition period. Judge Kennedy held that should the Debtors open an additional account, the said account must be a debtor-in-possession account at an authorized depository in compliance with the guidelines promulgated by the Office of the United States Trustee. To prevent the payment of any prepetition items, the postpetition payment of which has not been approved by the Court, CFG and Regions were authorized and directed to accept and honor all representations from the Debtor as to which checks should be honored or dishonored, whether the check is dated prior to, on or subsequent to the Petition Date and whether or not CFG or Regions believes the payment is authorized by some other order of the Court. The Debtors are ordered to authorize and direct CFG and Regions to take the action necessary to immediately cease any and all automatic payments, draws, or withdrawals from the CFG and Regions Accounts on prepetition claims or obligations which have not been approved by the Court. The Debtors are authorized to continue using their correspondence and business forms, including without limitation, purchase orders, checks, letterhead, and envelopes, substantially in the forms existing immediately prior to the Petition Date without reference to its status as debtor-in-possession. A final hearing on the Debtor's Motion is scheduled on Jan. 31, 2017 at 11:45 a.m. A full-text copy of the Interim Order, dated Jan. 9, 2017, is available at http://bankrupt.com/misc/HighlandsofMemphis2016_1630096_122.pdf About The Highlands of Memphis The Highlands of Memphis, LLC, d/b/a The Highlands of Memphis Health & Rehab, The Highlands of Dyersburg, LLC, and Regional Healthcare Services, LLC, each filed Chapter 11 petitions (Bankr. W.D. Tenn. Case No. 16-30025, 16-30096, and 16-30027, respectively), on Oct. 31, 2016. The petitions were signed by Denny R. Barnett, chief manager. The cases are assigned to Judge David S. Kennedy. At the time of filing, The Highlands of Memphis estimated assets and liabilities at $1 million to $10 million each, while Regional Healthcare Services estimated assets and liabilities at $0 to $50,000. The Highlands of Memphis is a Tennessee limited liability company whose activities are centered on the delivery of long term healthcare and skilled nursing care to individual patient residents. ICAHN ENTERPRISES: S&P Affirms 'BB+' ICR Over Rights Offering ------------------------------------------------------------- S&P Global Ratings said it affirmed its 'BB+' issuer credit rating on Icahn Enterprises L.P. The outlook on IEP remains stable. At the same time, S&P assigned a 'BB+' issue-level and '3' recovery rating to IEP's proposed senior unsecured issuance. The '3' indicates S&P's expectation for meaningful recovery (50% to 70%; upper half of the range) for debtholders in the event of a payment default. On Jan. 10, 2017, Icahn Enterprises L.P. (IEP) announced a $600 million rights offering alongside a two-tranche senior notes offering. "The final size of the notes offering will be determined by market demand, but for our analysis, we have assumed it will be no larger than $1.2 billion, " S&P said. Proceeds from the notes offering will be used to refinance IEP's maturing notes due in March. Proceeds from the rights offering will be used for general partnership purposes. "The rating affirmation reflects our expectation for IEP to maintain a LTV comfortably below 60% over the next 12 months," said S&P Global Ratings credit analyst Clayton D Montgomery. S&P's expectation is supported by the announced rights offering, the improvement in CVR Energy Inc.'s market value over the last few months, and the recently announced sale of American Railcar Leasing LLC (ARL) at a significant gain versus where S&P previously accounted for it. There is also the potential that IEP may reduce its overall debt burden slightly with the announced refinancing transaction, which S&P would view favorably. However, despite these positive events, S&P has not yet seen clear evidence that IEP will operate on a sustained basis comfortably below S&P's 45% threshold. "The affirmation also reflects our view that following the rights offering, the refinance of the 2017 senior unsecured notes, and the close of the ARL transaction, IEP's liquidity profile will be meaningfully improved. We expect proceeds to remain relatively liquid (meaning we expect them to be mostly held in the investment segment or held as cash) in at least the near term. Longer-term, however, we believe proceeds may be reinvested elsewhere if attractive investments arise. Currently, management has not disclosed any notable near-term investment transactions besides funding its tender offer for the remainder of Federal Mogul's shares, and it is currently unclear whether IEP will be successful in its attempt to fully acquire this entity. However, over the past two years, IEP management has shown that it is comfortable holding around $200 million in cash and less than we have historically observed in the investment segment. It is unclear if this tolerance will change going forward," S&P said. Although the senior notes offering will modestly increase IEP's interest costs as the company replaces its low-cost short-dated 3.5% notes with the proposed longer dated notes S&P views favorably the lengthening of the firm's maturity profile. S&P believes this is especially important given that IEP must address another $1.3 billion in (also relatively low coupon) maturing debt in 2019 followed by another $1.7 billion in 2020. S&P believes the rights offering further enforces Carl Icahn's commitment to IEP which S&P views as a positive rating factor. Mr. Icahn, who owns 89.9% of IEP units currently, has expressed that certain of his affiliates intend to exercise fully all subscription rights allocated to them in the rights offering. Furthermore, this follows Mr. Icahn's contribution of his 25% stake in ARL earlier in 2016, in exchange for IEP units. Lastly, Mr. Icahn continues to receive the large majority of his dividends in IEP units, minimizing the cash drain on the business. The stable outlook reflects S&P's expectation that IEP will maintain a loan-to-value (LTV) ratio comfortably below 60% over the next 12 months. It also reflects S&P's view that IEP will maintain elevated levels of liquidity versus what the firm has held over the last two years in order to compensate for higher interest costs and the loss of the dividend stream from American Railcar Leasing. If IEP's LTV approaches 60%, S&P could lower the ratings. S&P could also lower the rating if IEP's portfolio becomes more concentrated, less liquid, asset credit quality deteriorates, or investment performance falters meaningfully. S&P could raise the rating if IEP's LTV falls comfortably below 45% on a sustained basis and S&P sees meaningful indication that IEP's leverage tolerance has decreased. S&P could also raise the rating if the portfolio's liquidity, diversity, or asset credit quality increases substantially on what S&P believes to be a sustainable basis. INNOVATIVE OBJECTS: Unsecureds To Be Paid Monthly Over Seven Yrs. ----------------------------------------------------------------- Innovative Objects, LLC, filed with the U.S. Bankruptcy Court for the Western District of Missouri a plan of reorganization dated Jan. 9, 2017. Class 5 will consist of the unsecured claims of Grundy Land Group, Land O Lakes, Inc., and the claims of lenders and suppliers. The claims of GLG and LOL are disputed. The allowed claims in this class will be paid from operating income in equal monthly installments over seven years from the Effective Date. This class is impaired. The Debtor, upon the entry of the plan confirmation court order, will be vested with all the property of the estate, subject only to outstanding liens created and recognized by the Plan and free and clear of all other claims, liens, encumbrances, charges and other interests of creditors, and will be entitled to operate its business and manage its affairs free of any restrictions imposed by the U.S. Bankruptcy Code, the U.S. Bankruptcy Rules, or any local rules of the U.S. Bankruptcy Court and without further court order, except as otherwise expressly provided under the Plan. The Plan is available at: http://bankrupt.com/misc/mowb16-30446-92.pdf About Innovative Objects Innovative Objects, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W. D. Mo. Case No. 16-30446) on Sept. 8, 2016. The petition was signed by Joe Frazier, manager. The case is assigned to Judge Cynthia A. Norton. At the time of the filing, the Debtor estimated assets of less than $1 million and liabilities of $10 million to $50 million. INT'L SHIPHOLDING: Plan Confirmation Hearing Set for February 1 --------------------------------------------------------------- The Hon. Stuart M. Bernstein of the U.S. Bankruptcy Court for the Southern District of New York will hold hearing on Feb. 16, 2017, at 10:00 p.m. (prevailing Eastern Time) in Courtroom 723, One Bowling Green, New York, New York, to consider confirmation of the first amended joint Chapter 11 plan of reorganization for International Shipholding Corporation and its debtor-affiliates. Objections to the confirmation, if any, are due Feb. 9, 2017, at 4:00 p.m. (prevailing Eastern Time). Deadline to vote to accept or reject the Debtors' amended plan must be filed no later than 4:00 p.m. (prevailing Eastern Time) on Feb. 9, 2017. As reported in the Troubled Company Reporter on Jan. 11, 2017, the Debtors filed with the Court a disclosure statement dated Jan. 5, 2017, for their first amended joint Chapter 11 plan of reorganization. Holders of Class 6(d) DVB Bank SE Facility Claims -- estimated at $28,162,271.03 -- will recover 100% under the Plan. Except to the extent that a holder of an allowed DVB Facility Claim agrees to a less favorable treatment, on the Effective Date or as soon as reasonably practicable thereafter, and in no event more than 30 days after the Effective Date without the consent of DVB, in full satisfaction, settlement, and release of, and in exchange for the claim, each holder of an Allowed DVB Facility Claim will receive, at the option of the applicable Debtor, with the consent of SEACOR, or the Reorganized Debtors, as applicable, either (x) payment in cash in the amount of $28,162,271.03, plus interest and any reasonable fees, costs, or charges provided for under the DVB Facility to the extent required under the U.S. Bankruptcy Code 506(b), (y) in the event of any disposition of the collateral securing the Allowed DVB Facility Claim, the proceeds generated by the disposition up to an amount sufficient to provide payment in full, subject only to claims secured by the collateral that are senior in priority to the Allowed DVB Facility Claims, or (z) delivery of the collateral securing the Allowed DVB Facility Claim to the agent under the DVB Facility, or its nominee, at a time and place and in a manner that is mutually acceptable to the Debtors and the agent under the DVB Facility. The Debtors agree to continue to operate the collateral in the ordinary course of business prior to any delivery pursuant to Section 3.3.6 of the Plan so as to deliver the collateral, to the extent reasonably practicable, free of liens, claims and encumbrances. The Reorganized Debtors will use cash on hand and the assignment of certain causes of action to fund distributions to certain holders of allowed claims in accordance with Article 3 of the Plan. The Debtors anticipate that cash on hand will include remaining cash on hand from the business, sale proceeds, new money capital infusion, funds available under the new senior debt facility, and cash generated by the sale or liquidation of other assets. The Disclosure Statement is available at http://bankrupt.com/misc/nysb16-12220-507.pdf As reported by the Troubled Company Reporter on Jan. 9, 2017, the Debtors filed with the Court a disclosure statement dated Dec. 28, 2016, for the Debtors' first amended joint Chapter 11 plan of reorganization, which stated that Class 7 General Unsecured Claims -- estimated at $106,366,816.40 -- is impaired under the Plan. Holders are expected to recover 7%. About International Shipholding International Shipholding Corp. was engaged in waterborne cargo transportation and maintained a diversified customer base with emphasis on medium and long term contracts. ISH was founded in 1947 when the Johnsen family purchased a Liberty Ship after the establishment of the War Ship Act of 1946 and became a public company in 1979. Through its Debtor and non-Debtor subsidiaries, International Shipholding now operates a diversified fleet of 21 U.S. and foreign flag vessels that provide domestic and international maritime transportation services to commercial and governmental customers primarily under medium to long-term contracts. As of the Petition Date, International Shipholding maintained offices in Mobile, Alabama, New Orleans, Louisiana, New York, New York, and Tampa, Florida, as well as a network of agencies in major cities worldwide. ISH, which was formed as a Delaware corporation in 1978 and became a public company in 1979, is the ultimate corporate parent of the International Shipholding family of companies. International Shipholding's fleet is operated by ISH's principal Debtor and non-Debtor subsidiaries, including Central Gulf Lines, Inc., Waterman Steamship Corporation, Enterprise Ship Company, Inc., U.S. United Ocean Services, LLC, CG Railway, Inc., LCI Shipholdings, Inc., Sulphur Carriers, Inc., and East Gulf Shipholding, Inc. Certain other of ISH's Debtorsubsidiaries, including LMS Shipmanagement, Inc. and N. W. Johnsen & Co., Inc., provide ship management, ship charter brokerage, agency and other specialized services. C.G. Railway Inc., Cape Holding LTD, Dry Bulk Cape Holding, Inc., East Gulf Shipholding, Inc., MPV Netherlands C.V., MPV Netherlands Cooperatief U.A., MPV Netherlands B.V., Bulk Shipholding Inc., and Terminales Transgolfo S.A. de C.V. are not debtors in these Chapter 11 cases. International Shipholding Corp. filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 16-12220) on July 31, 2016. Its affiliated Debtors also filed separate Chapter 11 petitions. The petitions were signed by Manuel G. Estrada, vice president and chief financial officer. The Debtors are represented by David H. Botter, Esq., Sarah Link Schultz, Esq., and Travis A. McRoberts, Esq., at Akin Gump Strauss Hauer & Feld LLP. The Debtors' Restructuring Advisor is Blackhill Partners, LLC. Their Claims, Noticing & Balloting Agent is Prime Clerk LLC. The Debtors disclosed total assets at $305.1 million and total debts at $226.8 million as of March 31, 2016. William K. Harrington, the U.S. Trustee for the Southern District of New York, on Sept. 1, 2016, appointed three creditors to serve on the official committee of unsecured creditors of International Shipholding Corporation. The Committee hires Pachulski Stang Ziehl & Jones LLP as counsel, and AMA Capital Partners, LLC as financial advisor. INTELLICELL BIOSCIENCES: YA II PN Reports 9.9% Stake as of Dec. 31 ------------------------------------------------------------------ YA II PN, Ltd., formerly YA Global Master SPV, Ltd., disclosed that as of Dec. 31, 2016, it directly owns 313,596,831 shares of common stock of Intellicell Biosciences, Inc., representing 9.9 percent of the shares outstanding. As the Investment Manager of YA Global, Yorkville Advisors Global, LP may be deemed to beneficially own the same number of shares of Common Stock beneficially owned by YA Global. As the General Partner to Yorkville, Yorkville Advisors Global II, LLC may be deemed to beneficially own the same number of shares of Common Stock beneficially owned by YA Global. As a managing member of Yorkville and Yorkville GP and the portfolio manager to YA Global, Matthew Beckman may be deemed to beneficially own the same number of shares of Common Stock beneficially owned by YA Global, Yorkville and Yorkville GP. In addition to the 313,596,831 shares of Common Stock, YA Global beneficially owns derivative securities convertible into share of Common Stock of Intellicell, which securities limit YA Global and its affiliate's ownership to no more than 9.9% of Intellicell's outstanding shares of Common Stock. Such ownership cap applies for all purposes, including shareholder voting purposes. A full-text copy of the regulatory filing is available at: https://is.gd/SLtKw7 About Intellicell Biosciences Intellicell BioSciences, Inc., headquartered in New York, N.Y., was formed on Aug. 13, 2010, under the name "Regen Biosciences, Inc." as a pioneering regenerative medicine company to develop and commercialize regenerative medical technologies in large markets with unmet clinical needs. On Feb. 17, 2011, the company changed its name from "Regen Biosciences, Inc." to "IntelliCell BioSciences Inc". To date, IntelliCell has developed proprietary technologies that allow for the efficient and reproducible separation of stromal vascular fraction (branded "IntelliCell(TM)") containing adipose stem cells that can be performed in tissue processing centers and in doctors' offices. Intellicell Biosciences reported a net loss of $11.14 million on $0 of total net revenues for the year ended Dec. 31, 2013, as compared with a net loss of $4.15 million on $534,942 of total net revenues during the prior year. As of Sept. 30, 2014, the Company had $3.10 million in total assets, $17.53 million in total liabilities and a $14.42 million total stockholders' deficit. "The Company has incurred losses since inception resulting in an accumulated deficit of $61,164,954 and a working capital deficit of $15,319,535 as of June 30, 2014, respectively. Further losses are anticipated in the continued development of its business, raising substantial doubt about the Company's ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand and a private placement of common stock or other debt or equity securities. There can be no assurance that we will be able to obtain further financing, do so on reasonable terms, or do so on terms that would not substantially dilute our current stockholders' equity interests in us. If we are unable to raise additional funds on a timely basis, or at all, we probably will not be able to continue as a going concern," the Company stated in the Form 10-Q for the quarterly period ended June 30, 2014. INTOWN COMPANIES: Feb. 23 Plan Confirmation Hearing --------------------------------------------------- The Hon. Karen K. Specie of the U.S. Bankruptcy Court for the Northern District of Florida has conditionally approved The Intown Companies, Inc.'s amended disclosure statement dated Jan. 8, 2017, referring to the Debtor's amended plan of reorganization. A confirmation hearing will be held on Feb. 23, 2017, at 10:00 a.m., Central Time. Feb. 16, 2017, is the last day for filing and serving written objections to the Amended Disclosure Statement, and is fixed as the last day for filing acceptances or rejections of the Amended Plan. Objections to the plan confirmation will be filed and served seven days before the hearing. About The Intown Companies The Intown Companies, Inc., dba American Quality Lodge, based in Tucker, Georgia, filed a Chapter 11 petition (Bankr. N.D. Fla. Case No. 14-50374) on Nov. 11, 2014. The Hon. Karen K. Specie presides over the case. Thomas B. Woodward, Esq., of the law office of Thomas B. Woodward, Atty., serves as bankruptcy counsel. The Debtor also hired Jason A. Burgess, Esq., at The Law Offices of Jason A. Burgess LLC, as its counsel. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The petition was signed by Melton Harrell, president. No official committee of unsecured creditors has been appointed in the case. INTOWN COMPANIES: Trade Creditors To Recover 100% Over 5 Years -------------------------------------------------------------- The Intown Companies, Inc., filed with the U.S. Bankruptcy Court for the Northern District of Florida a combined disclosure statement and Chapter 11 plan of reorganization dated Jan. 8, 2017. Class 3 (Trade Creditors) are impaired under the Plan. Allowed General Unsecured Claims/Trade Creditors, estimated at $22,515, will be paid 100% of their allowed claims over five years with interest calculated at the federal judgment rate that is in effect on the first date set for Confirmation in monthly payments beginning on the first day of the first full month following the Effective Date. The current operations of the Debtor-In-Possession will pay creditors of the Debtor under this plan from income generated through the operation of the business. Additionally, the Debtor's management company, American Motel Management, Inc., has agreed to collect no management fee for the first year following the effective date of the Plan and to reduce their monthly management fees for years two through five to $3,000 monthly. All uncollected management fees will accrue. American Motel Management, Inc., will execute a Management Company Support Agreement. Additionally Mr. Melton Harrell has agreed to infuse $100,000 on the Effective Date of the Plan into the Debtor's operating account and has also agreed to additional protections that will be as laid out in the attached Plan Support Agreement. The Equity Holders and insiders have also agreed to not take any dividend, payment, distribution or loan from the Debtor for the first three years as well as agreed to additional limitations as shown on the attached Equity Support Agreement. The Combined Disclosure Statement and Plan is available at: http://bankrupt.com/misc/flnb14-50374-362.pdf The Combined Disclosure Statement and Plan was filed by the Debtor's counsel: Jason A. Burgess, Esq. LAW OFFICES OF JASON A. BURGESS 1855 Mayport Road Atlantic Beach, Florida 32233 Tel: (904) 372-4791 Fax: (904) 853-6932 E-mail: jason@jasonaburgess.com About The Intown Companies The Intown Companies, Inc., dba American Quality Lodge, based in Tucker, GA, filed a Chapter 11 petition (Bankr. N.D. Fla. Case No. 14-50374) on Nov. 11, 2014. The Hon. Karen K. Specie presides over the case. Thomas B. Woodward, Esq., at the law office of Thomas B. Woodward, Atty., and Jason A. Burgess, Esq., at The Law Offices of Jason A. Burgess LLC serve as bankruptcy counsel. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The petition was signed by Melton Harrell, president. No official committee of unsecured creditors has been appointed in the case. IOWA HEALTHCARE: Marshalltown Hospital Sale Moves Forward --------------------------------------------------------- The American Bankruptcy Institute, citing the Associated Press, reported that leaders of Central Iowa Healthcare, a Marshalltown, Iowa hospital, are moving ahead with the sale of the facility as part of bankruptcy proceedings. According to Reuters, citing the Times Republican, the sale of Central Iowa Healthcare's assets to Unity Point Health-Waterloo was unanimously approved by corporate members at a Jan. 10 meeting. Unity Point Health-Waterloo offered $12.5 million for the assets, the report related. Members also outlined the loss of more than $18 million as of Nov. 30, 2016, the report further related. If the sale is approved by bankruptcy court, the downtown Marshalltown hospital will no longer be an independent hospital, the report said. The hospital is the only full-service medical center in its area, the report added. 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 full-service 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) on Dec. 20, 2016. The Petition was signed by Dawnett Willis, acting CEO. The case is assigned to Judge Anita L. Shodeen. The Debtor disclosed $81.91 million total assets and $20.02 million total liabilities. The U.S. Trustee for the Southern appointed Susan N. Goodman as The Patient Care Ombudsman for Central Iowa Healthcare. On December 28, 2016, the U.S. Trustee appointed an official committee of unsecured creditors. J&A REAL ESTATE: Unsecured Creditors to be Paid 100% in 60 Months ----------------------------------------------------------------- Unsecured creditors of J & A Real Estate Partnership will be paid in full under its proposed plan to exit Chapter 11 protection. Under the restructuring plan, Class 2 unsecured creditors will recover 100% of their allowed claims. They will receive a monthly payment of $1,000 for a period of 60 months. As part of the plan, all judgment holders would have their respective judgments voided and the judgment amount would be part of the general unsecured class. Payments will be disbursed quarterly by J & A's legal counsel. The plan will be funded by rental income from the operations of the company's tenant, Unique Physique Inc. J & A believes the rental income is sufficient to pay the mortgage and unsecured creditors, according to the company's disclosure statement filed on Dec. 27, 2016, with the U.S. Bankruptcy Court for the Middle District of Pennsylvania. The U.S. Bankruptcy Court for the Middle District of Pennsylvania will hold on Feb. 14, 2017, 9:30 a.m. a hearing to consider the approval of the disclosure statement filed by J & A Real Estate Partnership referring to the Debtor's plan of reorganization, both dated Dec. 27, 2016. Objections to the Disclosure Statement must be filed by Feb. 3, 2017. A copy of the disclosure statement is available for free at: http://bankrupt.com/misc/J&AReal_DS12272016.pdf J & A is represented by: Craig A. Diehl, Esq., CPA Law Offices of Craig A. Diehl 3464 Trindle Road Camp Hill, PA 17011 Phone: (717) 763-7613 About J & A Real Estate Partnership J & A Real Estate Partnership, based in York, Pennsylvania, was formed in January, 1996 by Arthur J. Kerchner and his sister, Ann Kerchner. The partnership owns real property situated at 3432 East Market Street, York, Pennsylvania. The Debtor leases the real property to Unique Physique, Inc. The Debtor filed a Chapter 11 petition (Bankr. M.D. Pa. Case No. 16-03341) on August 12, 2016. The petition was signed by John A. Kerchner, partner. Judge Mary D. France presides over the case. Craig A. Diehl, Esq., at Law Offices of Craig A. Diehl, serves as the Debtor's legal counsel. At the time of the filing, the Debtor estimated $1 million to $10 million in assets and $100,000 to $500,000 in liabilities. JEFFREY L. MILLER: Can Use Private Financing Alternatives Cash -------------------------------------------------------------- Judge Michael G. Williamson of the U.S. Bankruptcy Court for the Middle District of Florida authorized Jeffrey L. Miller Investments, Inc., to use cash collateral. The Debtor is directed to make monthly payments to Private Financing Alternatives, LLC, in the amount of $31,607. The Debtor is authorized to use cash collateral to pay: (a) amounts expressly authorized by the Court, including payments to the United States Trustee for quarterly fees; (b) the current and necessary expenses set forth in the approved Budget; and (c) additional amounts as may be expressly approved in writing by the Secured Creditor. The approved Six-Month Projected Budget provided for total expenses in the amount of $39,448 for each of the months of January through May. The Secured Creditor is granted a perfected postpetition lien against cash collateral, to the same extent and with the same validity and priority as the prepetition lien. The Debtor is ordered to maintain insurance coverage for its property in accordance with the obligations under the loan and security documents with the Secured Creditor. A full-text copy of the Order, dated Jan. 9, 2017, is available at http://bankrupt.com/misc/JeffreyLMiller2016_816bk10036mgw_28.pdf About Jeffrey L. Miller Investments Jeffrey L. Miller Investments, Inc., based in Tampa, FL, filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 16-10036) on Nov. 23, 2016. The petition was signed by Jeffrey L. Miller, president. The Debtor is represented by Buddy D. Ford, Esq., at Buddy D. Ford, P.A. The Debtor disclosed $6.54 million in assets and $4.18 million in liabilities at the time of the filing. JOINT VENTURE DEV'T: Trustee Seeks to Hire Robinson as Realtor -------------------------------------------------------------- The Chapter 11 trustee of Joint Venture Development, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of West Virginia to hire a realtor. Thomas Fluharty, the court-appointed trustee, proposes to hire Robinson Realty to market and sell the Debtor's real property located at 1550 Wolohan Drive, Ashland, Kentucky. Robinson Realty will receive a commission of 6% of the sales price. Bob Craycraft, a real estate agent employed with Robinson Realty, disclosed in a court filing that neither he nor any employee of his firm has any connection with the Debtor or its creditors. The firm can be reached through: Bob Craycraft Robinson Realty 3314 Morgan Avenue Ashland, KY 41102 About Joint Venture Development A special receiver was appointed on May 18, 2016, for certain of Dennis Ray Johnson's entities. A substitute special receiver, Zachary Burkons, was later appointed on August 15, 2016. The successor special receiver filed Chapter 11 petitions for Appalachian Mining and Reclamation, LLC, Green Coal, LLC, Joint Venture Development, LLC, Producers Coal, Inc., Producers Land, LLC, and Redbud Dock, LLC. Joint Venture Development, LLC's bankruptcy case is Case No. 16-30403 (Bankr. S.D. W.Va.). Dennis Ray Johnson is a businessman with ownership interests in at least 10 entities. He operates various rental real estate entities and coal associated operations. Mr. Johnson is a member of each of the following debtor companies -- Appalachian Mining and Reclamation LLC, DJWV1 LLC, DJWV2 LLC, Elkview Reclamation and Processing LLC, Green Coal LLC, Joint Venture Development LLC, Little Kentucky Elk LLC, Moussie Processing LLC, Producer's Coal Inc., Producer's Land LLC, Redbud Dock LLC, Southern Marine Services LLC, Southern Marine Terminal LLC, and The Silo Golf Course LLC -- and has filed a motion asking the Bankruptcy Court to jointly administer the bankruptcy cases. Mr. Johnson is also a guarantor of the debt for most of the companies. Thomas H. Fluharty was appointed as the Chapter 11 trustee for Joint Venture Development. JOSEPH SLABY: J&K Buying Arcadia Property for $925K --------------------------------------------------- Joseph and Cindy Slaby ask the U.S. Bankruptcy Court for the Western District of Wisconsin to authorize the sale of real property located at 240 Acres Paul Sonsalla Ln., Arcadia, Wisconsin, to J&K Investments of Eau Claire for $925,000. The sale of the property as set forth in the Agreement is to be sold free and clear of liens with the liens attaching to the net proceeds being sold in the order of priority. A copy of the Agreement and the list of mortgages, liens, contracts and debts against the property attached to the Motion is available for free at: http://bankrupt.com/misc/Joseph_Slaby_25_Sales.pdf The proceeds from the sale will be used in this order: a. Closing costs related to the sale of the property including the title policy commitment, transfer fees, recording fees, commissions, utility charges against the property, inspections, real estate survey (if necessary) and the attorney fees/disbursements incurred by Pittman & Pittman Law Offices, LLC for this transaction not to exceed $1,500 and other payment of bills in reference to the sale of the property as necessary to close the transaction. b. Payment of any and all delinquent and accrued real estate taxes that are not covered by the Buyer in the Offer to Purchase. c. The net proceeds of the sale will be paid to the secured creditors upon closing in the order of priority. Any funds remaining thereafter will be held in the Pittman & Pittman Law Offices, LLC Trust Account to be disbursed by future motion/court order. Counsel for the Debtors: Greg P. Pittman, Esq. PITTMAN & PITTMAN LAW OFFICES, LLC 300 North 2nd St., Suite 210 La Crosse, WI 54601 Telephone: (608) 784-0841 E-mail: greg@pittmanandpittman.com Joseph A Slaby and Cindy L Slaby sought Chapter 11 protection (Bankr. W.D. Wis. Case No. 16-14136) on Dec. 12, 2016. The Debtor tapped Greg P. Pittman, Esq., at Pittman & Pittman Law Offices, LLC as counsel. KEMET CORP: Royce & Associates Reports 8% Stake as of Dec. 31 ------------------------------------------------------------- In an amended Schedule 13G filed with the Securities and Exchange Commission, Royce & Associates, LP disclosed that as of Dec. 31, 2016, it beneficially owns 3,707,457 shares of common stock of KEMET Corporation representing 8.01 percent of the shares outstanding. A full-text copy of the regulatory filing is available for free at https://is.gd/rUiDre About KEMET KEMET, based in Greenville, South Carolina, is a manufacturer and supplier of passive electronic components, specializing in tantalum, multilayer ceramic, film, solid aluminum, electrolytic, and paper capacitors. KEMET's common stock is listed on the NYSE under the symbol "KEM." KEMET reported a net loss of $53.6 million on $735 million of net sales for the fiscal year ended March 31, 2016, compared with a net loss of $14.1 million on $823 million of net sales for the fiscal year ended March 31, 2015. As of Sept. 30, 2016, Kemet Corp had $677.0 million in total assets, $594.1 million in total liabilities and $82.88 million in total stockholders' equity. * * * KEMET carries a 'Caa1' corporate family rating, with stable outlook, from Moody's and a 'B-' issuer credit rating with stable outlook from Standard and Poor's. KEN'S CUSTOM: Seeks Authorization to Use Ridgestone Cash Collateral ------------------------------------------------------------------- Ken's Custom Upholstery Inc. seeks authorization from the U.S. Bankruptcy Court for the Northern District of Illinois to use the cash collateral of Ridgestone Bank through February, 2017. The Debtor contends that the proceeds of the operations of the Debtor, including the sale of inventory, constitute cash collateral. The Debtor intends to use up to the aggregate sum of $37,431 of cash collateral in order to pay for supplies, payroll, taxes, services, rent, and utilities. The Internal Revenue Service has claimed a lien in substantially all of the Debtor's personal property, and has filed a secured claim in the amount of $27,880, which includes a priority component of $24,528. The Debtor proposes to make an adequate protection payment of $970 per month to the IRS, commencing with January, 2017, and grant the IRS a replacement lien on all newly-acquired assets of the type on which the IRS currently holds a lien. A hearing on the Debtor's use of cash collateral will be held on January 24, 2017 at 9:30 a.m. A full-text copy of the Debtor's Motion, dated January 12, 2017, is available at https://is.gd/KyozAR A full-text copy of the Debtor's Budget, dated January 12, 2017, is available at https://is.gd/1L3pEg About Ken's Custom Upholstery Inc. Ken's Custom Upholstery Inc. is an Illinois corporation that operates an upholstery business in Frankfort, Illinois. The Debtor's customers include commercial entities such as hotels and restaurants, and consumer customers. Ken's Custom Upholstery Inc., filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ill. Case No. 16-35268) on November 4, 2016. The Petition was signed by its President, Kenneth Kovie. The Debtor is represented by David P. Lloyd, Esq. at David P. Lloyd Ltd. At the time of filing, the Debtor estimated assets at $50,000 to $100,000 and liabilities at $100,000 to $500,000. The Debtor engaged Eileen Carrero and Eileen Carrero Financial Services LLC as its accountant. KLN MANUFACTURING: To Close Local Operations in February -------------------------------------------------------- The American Bankruptcy Institute, citing Patrick Danner of My San Antonio, reported that KLN Manufacturing, a longtime San Antonio maker of of furniture for military barracks, universities and hospitals, is shuttering its local operations in February. According to the report, the closure of KLN's manufacturing plant at 2 Winnco Drive on the Far Northeast Side was disclosed in a news release on Jan. 10 by a California company that plans to conduct an online auction for KLN's assets at the end of the month. San Diego-based Heritage Global Partners announced it will manage an online auction of KLN Manufacturing's assets starting Jan. 31, the report related. Among the assets are engine lathes, drill presses, hand tools and tens of thousands of metal stack chairs, lockers, wardrobes, nightstands and tables, the report said. About KLN Steel Products KLN Steel Products Company, LLC (Bankr. N.D. Tex. Case No. 16-34323), together with its parent company, AGS Enterprises, Inc. (Bankr. N.D. Tex. Case No. 16-34323) filed voluntary Chapter 11 petitions on Nov. 2, 2016. The Petitions were signed by Kelly O'Donnell, president. The case is assigned to Stacey G. Jernigan. The Debtor is represented by Frank Jennings Wright, Esq., at Coats Rose, P.C. At the time of filing, the Debtor estimated both assets and liabilities at $1 million to $10 million. LB VENTURES: Seeks Authority to Use Cash Collateral --------------------------------------------------- LB Ventures, LLC seeks authority from the U.S. Bankruptcy Court for the District of Massachusetts to use cash collateral. The Debtor is the owner of real property located at 433 Quincy Shore Drive, Quincy, MA, where it operates the LB Ventures consulting business. The Debtor relates that it needs to use pre-petition cash and non-cash collateral in order to continue to operate the Property and its consulting business. The Debtor's proposed monthly budget projects total operating expenses in the aggregate sum of $11,725. The Debtor contends that it has no source of income other than the rental proceeds and the operations of its consulting business to fund post-petition operation of its business, pay expenses or wages. The Debtor further contends that it is unable to obtain unsecured credit allowable under Section 502(b)(1) of the Bankruptcy Code as an administrative expense. The Debtor adds that if it is not permitted to use the proceeds, it will be unable to operate in the ordinary course. The Debtor believes that its continued operation is in the best interest of the estate in that it will preserve the fair market value of the real estate and, thereby increasing the likelihood of reorganization which reorganization will be fruitless in the event of a liquidation. The Debtor is indebted to Endeavor Capital Finance, LLC in an outstanding balance of $798,227 as of November 14, 2016, secured by the real property owned by the Debtor. The real estate which secures the claim has a fair market value of approximately $900,000. The Debtor also has an outstanding obligation to Celtic Bank Corporation in the sum of approximately $139,157. Pursuant to a Business Loan and Security Agreement, which provided financing to the Debtor in the principal sum of $150,000, and granted Celtic Bank first priority security interest in the Debtor's inventory, chattel paper, accounts, equipment, and general intangibles. The Debtor is willing to grant Endeavor Capital and Celtic Bank with replacement liens on the cash proceeds from the rents and the consulting revenues acquired by the Debtor after the petition date of the same type, nature or description encompassed within their pre-petition security interests with such liens to be of the same priority as their perfected, pre-petition lien. A full-text copy of the Debtor's Motion, dated January 10, 2017, is available at https://is.gd/RrbV9F About LB Ventures LB Ventures, LLC, based in Quincy, MA, filed a Chapter 11 petition (Bankr. D. Mass. Case No. 16-13840) on October 4, 2016. The petition was signed by Luis M. Barros, manager. Judge Joan N. Feeney presides over the case. The Debtor is represented by Joseph G. Butler, Esq., at Law Office of Joseph G. Butler. At the time of the filing, the Debtor estimated $1 million to $10 million in assets and $500,000 to $1 million in liabilities. No official committee of unsecured creditors has been appointed in the case. LB VENTURES: Taps Parker & Associates as Legal Counsel ------------------------------------------------------ LB Ventures, LLC seeks approval from the U.S. Bankruptcy Court for the District of Massachusetts to hire legal counsel in connection with its Chapter 11 case. The Debtor proposes to hire Parker & Associates to give legal advice regarding its duties under the Bankruptcy Code, assist in the potential disposition of its properties, prepare a bankruptcy plan, assist in the negotiation of financing deals, and provide other legal services. Nina Parker, Esq., at Parker & Associates, disclosed in a court filing that she and other members of her firm are a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Nina M. Parker, Esq. Parker & Associates 10 Converse Place, Suite 201 Winchester, MA 01890 Phone: (781)729-0005 Fax: (781)729-0187 Email: nparker@ninaparker.com About LB Ventures LB Ventures, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 17-10084) on January 10, 2017. The petition was signed by Luis M. Barros, manager. The case is assigned to Judge Joan N. Feeney. At the time of the filing, the Debtor estimated its assets at $1 million to $10 million and debts at $500,000 to $1 million. LEADER INDUSTRIES: U.S. Trustee Unable to Appoint Committee ----------------------------------------------------------- An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of Leader Industries, Inc., as of Jan. 13, according to a court docket. Leader Industries, Inc., filed a Chapter 11 bankruptcy petition (Bankr. M.D.Tenn. Case No. 16-08337) on November 21, 2016. Elliot Warner Jones, Esq., at Emerge Law PLC serves as bankruptcy counsel. Alexander Thompson Arnold PLLC serves as the Debtor's accountant. The Debtor's assets and liabilities are both below $1 million. LEGEND OIL: Hillair Capital Holds 76.6% Equity Stake as of Jan. 9 ----------------------------------------------------------------- In an amended Schedule 13D filed with the Securities and Exchange Commission, Hillair Capital Investments L.P., Hillair Capital Management LLC and Sean M. McAvoy disclosed that as of Jan. 9, 2017, each of them may be deemed to be the beneficial owner of 1,106,961,885 common shares of Legend oil and gas, ltd., constituting 76.61% of the outstanding shares of Common Stock of the Company, based on 1,444,889,160 issued and outstanding shares of Common Stock as of Jan. 3, 2017. Hillair Capital Management LLC is the investment advisor to Hillair Capital Investments L.P., a Cayman Islands limited partnership. By virtue of that relationship, Hillair Management may be deemed to have dispositive power over the shares owned by Hillair Investments. Hillair Management disclaims beneficial ownership of those shares. A full-text copy of the regulatory filing is available at: https://is.gd/8I2mbw About Legend Oil Alpharetta, Ga.-based Legend Oil and Gas, Ltd., is a crude oil hauling and trucking company. The Company has principal operations in the Bakken region of North Dakota. The Company's segments include Corporate, Trucking and Services. The Company holds interests in Black Diamond Energy Holdings, LLC (Maxxon). Maxxon is a trucking and oil and gas services company that operates in North Dakota. The Company performs hauling services for institutional drilling and exploration companies, as well as crude oil marketers. Legend Oil reported a net loss of $14.98 million in 2015 following a net loss of $2.35 million in 2014. As of Sept. 30, 2016, Legend Oil had $4.75 million in total assets, $9.27 million in total liabilities and a total stockholders' deficit of $4.52 million. GBH CPAs, PC, in Houston, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that Legend Oil and Gas Ltd. has suffered recurring losses from operations and has a net working capital deficiency that raise substantial doubt about its ability to continue as a going concern. LEVEL 8 APPAREL: Court Allows Use of IRS Cash Collateral -------------------------------------------------------- Judge James L. Garrity, Jr. of the U.S. Bankruptcy Court for the Southern District of New York authorized the Level 8 Apparel, LLC to use the cash collateral of the Internal Revenue Service. The Debtor was indebted to the IRS in the aggregate amount of at least $434,606 on account of unpaid withholding/Federal Insurance Contributions Act taxes, Federal Unemployment Tax Act taxes, interest and penalties accruing through the Petition Date. Of the total tax liabilities, the IRS alleges in its Amended Proof of Claim that the sum of $422,259 was secured by all property and rights to property, whether real or personal, belonging to Debtor, which includes, among other things, the Debtor's accounts receivable and general intangibles, as well as all of the proceeds, products, offspring, rents and profits thereof. The IRS will receive monthly protection payments of $6,697 for any diminution in the value of any collateral securing its Secured Claim as a result of the use of Cash Collateral, commencing on January 5, 2017. The IRS was granted a valid, enforceable, fully-perfected, security interest to the extent of, and as security for any decrease in the value of the IRS' interest in the Cash Collateral since the Petition Date in, to and upon all existing and hereafter-acquired property of Debtor including, but not limited to, Debtor's real, personal, tangible and intangible property, as well as any and all proceeds, products, offspring, rents and profits thereof, in the same order and priority as the Prepetition Liens, subject and subordinate only to the Carve Out. The IRS was also granted a superpriority claim with priority over all administrative expense claims and unsecured claims against the Debtor or its estate subject to and subordinate only to the Carve Out. The Carve Out consists of fees payable to the U.S. Trustee, and $5,000 for the fees and expenses of a Chapter 7 trustee, if any. The Debtor was required to: (a) remain current with all of its post-Petition Date tax liabilities; (b) timely file any and all required post-Petition Date tax returns; (c) file all past due tax returns within 30 days of the entry of the Court's Order; (d) timely make all required tax deposits and payments; and (e) serve notice of all tax deposits upon the IRS. The Debtor was directed to promptly provide to the IRS any and all financial information reasonably requested by the IRS, as well as copies of all financial statements, operating reports, petitions, lists, schedules, inventories, notices and/or other documents or information it files with the Court. The right of Debtor to use the Cash Collateral will terminate immediately upon the occurrence of any of the following events: (a) the entry of an order of the Court converting or dismissing Debtor's Chapter 11 case; (b) the entry of an order of the Court confirming a plan of reorganization in Debtor's Chapter 11 Case; (c) the failure of Debtor to perform any of its obligations under the Order; (d) the amendment, supplementation, waiver or other modification of all or part of the Order without the IRS having been given an advance, written notice. A full-text copy of the Stipulation and Order, dated January 5, 2017, is available at https://is.gd/BB4xkp About Level 8 Apparel Level 8 Apparel LLC is an outerwear design, import/manufacturing company that produces, among other things, men's and women's outerwear garments. It holds licenses to produce and sell Elie Tahari men's outerwear, Tahari men's outerwear, and On Five men's and women's apparel and outerwear. It also has a private label division, which produces apparel for large vertical retailers such as Costco, Express, Urban Outfitters, Lane Bryant, and others. Its principal place of business is located at 250 West 39th Street, Suite 502, New York, NY. Level 8 Apparel LLC filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 16-13164) on Nov. 14, 2016. The petition was signed by Frank Spadaro, president. The case is assigned to Judge James L. Garrity Jr. At the time of filing, the Debtor estimated $1 million to $10 million in both assets and liabilities. The Debtor is represented by Steven Soulios, Esq., Ruta Soulios Stratis LLP. No trustee or examiner or statutory committee has been appointed in the Chapter 11 case. LOPEK COMPANIES: Allowed to Use Cash Collateral on Final Basis -------------------------------------------------------------- Judge Barbara J. Houser of the U.S. Bankruptcy Court for the Northern District of Texas authorized debtor Lopek Companies, LLC, to use cash collateral on a final basis. Secured Lenders BB&T and Comerical Bank may be holders of claims secured by liens on and security interests in substantially all of the Debtor's personal property and the proceeds thereof. The Secured Lenders have not objected to the Debtor's use of cash collateral. Judge Houser acknowledged that the Debtor has an immediate need to use cash collateral to, among other things, fund payroll obligations and pay other operating expenses. Judge Houser further acknowledged that without access to the cash collateral, the Debtor's estate would be immediately and irreparably harmed. The Secured Lenders were granted replacement security interests and liens on all of the Debtor's personal property, of the same validity and priority as the liens of the Secured Lenders on the prepetition Collateral. The Replacement will be subject and subordinate to: (a) professional fees and expenses of the attorneys, financial advisors and other professionals retained by the Debtor in the amounts set forth in the Budget and any supplemental budget approved by the Court and/or consented to by the Secured Lenders and subject to the Court's approval; and (b) any and all fees payable to the United States Trustee pursuant to 28 U.S.C. Section 1930(a)(6) and the Clerk of the Bankruptcy Court. A full-text copy of the Final Order, dated Jan. 9, 2017, is available at http://bankrupt.com/misc/LopekCompanies2016_1634817bjh11_42.pdf About Lopek Companies Lopek Companies, LLC, and HD Retail Repair LLC are in the business of facilities maintenance for retail outlets. HDRR provides facilities maintenance services to all Home Depot stores nationwide. Lopek provides facilities maintenance services to several local dealerships. HD Retail and Lopek Companies filed Chapter 11 petitions (Bankr. N.D. Tex. Case No. 16-34817 and 16-34818) on Dec. 16, 2016. The petitions were signed by Kevin Loper, president. The cases are assigned to Judge Stacey G. Jernigan. The Debtors have requested joint administration of their Chapter 11 cases. The Debtors are represented by Roberth Thomas DeMarco, Esq., at DeMarco Mitchell, PLLC. Lopek Companies estimated assets at $0 to $50,000 and liabilities at $1 million to $10 million at the time of the filing. LUKE'S INCORPORATED: Feb. 14 Disclosure Statement Hearing --------------------------------------------------------- The U.S. Bankruptcy Court for the District of South Carolina conditionally approved the disclosure statement with respect to the Chapter 11 plan of reorganization filed by Luke's Incorporated on Jan. 3, 2017. Feb. 7, 2017, is set as the last day for filing written acceptances or rejections of the plan. Ballots accepting or rejecting the plan will be counted only if received by the Court on or before Feb. 7, 2017. Feb. 7, 2017 is set as the last day for filing and serving written objections to the disclosure statement and confirmation of the plan. Feb. 14, 2017, 10:30 AM is set for the hearing on final approval of the disclosure statement and for the hearing on confirmation of the plan, which will be held at Donald Stuart Russell Federal Courthouse, 201 Magnolia Street, Spartanburg, South Carolina. About Luke's Incorporated Luke's Incorporated protection under Chapter 11 of the Bankruptcy Code (Bankr. D. S.C. Case No. 16-03362) on July 6, 2016. The Debtor is represented by Robert H. Cooper, Esq., at The Cooper Law Firm. An official committee of unsecured creditors has not yet been appointed in the Debtor's case. MAHI LLC: Disclosures Okayed, Plan Hearing on Jan. 31 ----------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Louisiana will consider approval of the Chapter 11 plan of liquidation of Mahi, LLC and OM Hospitality, LLC at a hearing on Jan. 31. The court had earlier approved the companies' disclosure statement, allowing them to start soliciting votes from creditors. The Dec. 27 order set a Jan. 23 deadline for creditors to cast their votes and file their objections. Class 2 general unsecured claims are impaired under the proposed plan. In case any gross assets remain after the payment of allowed administrative expense claims and Class 4 claims, general unsecured creditors will receive a pro rata distributions from any remaining assets not later than the 30th day following the effective date. Recovery for general unsecured creditors is unknown. About Mahi LLC Mahi, LLC, owns and operates a two-story, 45-room hotel under the name Carom Inn in Denham Springs, Louisiana. Mahi was organized by Bhagirath Joshi in 2009. Mahi has two members -- Bhagirath Joshi and his daughter, Yagini Joshi. Each holds a 50% membership interest in Mahi. OM Hospitality, LLC, owns and operates a two-story, 42-room hotel under the name Highland Inn. OM Hospitality was organized by Bhagirath Joshi in 2003. OM Hospitality has two members -- Bhagirath Joshi and his wife, Alaknanda Joshi. Each hold a 50% membership interest in OM Hospitality. Mahi and OM Hospitality sought protection under Chapter 11 (Bankr. M.D. La. Case Nos. 16-10601 and 16-10602) on May 24, 2016. The petitions were signed by Bhagirath Joshi, manager. The cases are jointly administered. The cases are assigned to Judge Douglas D. Dodd. The Debtors are represented by Ryan James Richmond, Esq., at Stewart Robbins & Brown LLC. The Debtors estimated both assets and liabilities in the range of $1 million to $10 million. MARETTE PACE: McNairs Buying Las Vegas Property for $190K --------------------------------------------------------- Marette Joanne Pace asks the U.S. Bankruptcy Court for the District of Nevada to authorize the sale of real property commonly known as 4917 Fiesta Lakes Street, Las Vegas, Nevada, to Christopher and Brenda McNair for $190,000. A major asset of the Debtor is the property. The mortgage holder on the property is Live Well Financial, Inc., which holds the rights to a note and first deed of trust which encumbers the Property. The amount of the total claim of Live Well is $103,324. Other encumbrances on the Property that are evidenced through proofs of claims are (i) City of Las Vegas in the amount of $208, as evidenced by Proof of Claim 1-1; (ii) the Clark County Treasurer in the amount of $1,923, as evidenced by Proof of Claim 2-1 and (iii) Republic Services in the amount of $769 as evidenced by Proof of Claim 4-1. As indicated by a Preliminary Title Report, all the liens and encumbrances on the Property that are evidenced by the proofs of claims are reported except for the Clark County Treasurer. Also, the total encumbrance reported in favor of Republic Services is $1,338. The material terms of the Purchase Agreement are: a. Assets to Be Purchased: The Buyers has agreed to purchase the Property and all of the Debtor's rights and interests related thereto, free and clear of all interest related thereto. b. Purchase Price: $190,000 c. Closing: The Purchase Agreement provides for a closing date that has been, or can be, extended a reasonably short time period. d. Treatment of Proceeds: The Debtor, upon the confirmation of a plan of reorganization or, if the Court allows and determines as more appropriate, the closing of the sale, proposes disbursements, with possible recent adjustments of monies to Live Well, and with the greater amount paid to Republic Services. The District of Nevada Local Rule of Bankruptcy Procedure for the District of Nevada 6004-1 (Nevada LRBP 6004-1) provides that a sale motion must highlight, or otherwise explain, these 15 material terms of a proposed sale: (i) The Buyers are not insiders; (ii) the Debtor and the Buyers have not discussed or entered into any agreements with management or key employees regarding compensation or future employment; (iii) there are no third party releases or waivers; (iv) no auction is contemplated and the Debtor has not agreed to any limitation of solicitations or marketing of the Property; (v) a closing date is set forth, however it may be, and it is believed is, extended for a reasonably short period of time; (vi) the sum of $2,500 was tendered by the Buyers; (vii) no interim agreements or arrangements have been, or will be, discussed or negotiated; (viii) the motion makes a request and provides for allocation of sale proceeds; (ix) no state taxes exemption is asserted; (x) the Debtor is not proposing to sell all of her assets but, still, all books and records will be retained by the Debtor; (xi) the Debtor is not seeking any such sales or limitations; (xii) there is no provision limiting successor liability; (xiii) the Debtor is not seeking that the sale be free and clear of any rights; (xiv) there are no terms relating to credit bids; and (xv) because time is of the essence, the Debtor does seek relief from the 14 day stay of FRBP 6004(h). A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Marette_Pace_58_Sales.pdf In the present matter, a sound business justification exists for the sale of the Property. The Debtor proposes to satisfy one creditor completely and, as part of a plan of reorganization and with the excess proceeds from the sale, cure all arrearages to another secured mortgage holder on another property. Therefore, a sound business reason exists for the sale of the Property. It is also anticipated that the proceeds from the sale will be sufficient to allow a 100% plan. Accordingly, the Debtor asks entry of an order authorizing the sale of the Property free and clear of liens and encumbrances on the Property or with the lien to attach to the proceeds with final distribution to be made pursuant to a plan of reorganization. The Debtor proposes that the Court either (i) allow distribution to all lienholders, encumbrancers, and costs relating to the sale, with surplus proceeds going to the Debtor, before the plan is confirmed; or (ii) allow the sale to proceed but with liens attaching to the proceeds with the final distribution to be accomplished as part of the plan of reorganization. Moreover, the price at which the Property will be sold is "greater than the aggregate of all liens on the Property." The Debtor also asks that any order approving the free and clear sale of the Property become effective immediately upon its entry. Counsel for the Debtor: David A. Riggi, Esq. 5550 Painted Mirage Rd., Suite 120 Las Vegas, NV 89149 Telephone: (702) 463-7777 Facsimile: (888) 306-7157 E-mail: riggilaw@gmail.com Marette Joanne Pace sought Chapter 11 protection (Bankr. D. Nev. Case No. 16-10005) on Jan. 4, 2016. MCCLATCHY CO: Inks Deal to Sell & Lease Back Real Properties ------------------------------------------------------------ McClatchy announced that it has entered into separate agreements to sell and lease back real property owned by The Sacramento Bee in Sacramento, California and The State Media Company in Columbia, South Carolina for total gross proceeds of $67.8 million. The Sacramento Bee entered into a transaction with Shopoff Advisors, L.P., to sell its real property which includes The Sacramento Bee building and surrounding land and buildings. Simultaneously with the closing of the sale, McClatchy will enter into a 15-year lease with Shopoff to leaseback the real property with initial annual lease payments of approximately $4.6 million. This transaction excludes a parking garage formerly owned by The Sacramento Bee, which was sold for $5.75 million in a transaction that closed in December 2016. In a separate but similar transaction, The State Media Company contracted with a subsidiary of Twenty Lake Holdings, to sell its real property including The State building and surrounding land. McClatchy will enter into a 15-year lease with Twenty Lake with initial annual lease payments of approximately $1.6 million. These transactions are subject to customary closing conditions and are expected to close in the second quarter of 2017. Elaine Lintecum, McClatchy's chief financial officer said, "We are pleased that in less than one year of marketing these properties, we were able to collaborate with two strong investors like Shopoff and Twenty Lake to sell the properties at or near our asking prices and lease them back for our operations. "These sale-leaseback transactions are one more step in moving forward with our real estate monetization efforts to redeploy our capital for better uses for the benefit of our shareholders and bondholders. We generally expect to reduce debt with the proceeds of these transactions." A repurchase clause included in both of the lease agreements to be entered into at the closing of the transactions will offer an option for the company to repurchase the real property at the end of the 15-year lease term. As a result, the leases are expected to be accounted for under GAAP as financing leases. Lease payments will reduce the related lease obligation on the balance sheet and include interest expense associated with the obligation. Upon closing of the transactions, the company is required to first offer the after-tax proceeds from the sales at par to the secured bondholders in accordance with the indenture for its secured 9.0% bonds maturing in 2022. Under the indenture for its unsecured bonds, the company has 90 calendar days to reduce debt equal to approximately $48.0 million (subject to change based on market rates at the closing of the transactions), which reflects the attributable debt associated with the leases. Should the secured bondholders choose not to participate in the par offer, the company may alternatively seek to reduce some of its unsecured bonds with the after-tax proceeds in order to meet its 90-calendar-day requirement for debt reduction. In connection with these sale and leaseback transactions, and certain similar transactions under consideration, McClatchy executed a fourth amendment to its credit agreement. The fourth amendment allows the after-tax proceeds from these sales and leaseback transactions that are not claimed by secured bondholders prior to expiration of a par offer to be used to repurchase any of its unsecured bonds in the open market to meet the debt reduction requirements noted above. The company could also decide to hold cash in excess of required debt reduction amounts on its balance sheet or use the cash for other corporate purposes. Lintecum added, "Our goal remains to strengthen the company's financial position, which means doing what makes the most economic sense for the company as it pertains to repurchasing debt in the open market. While we would prefer to reduce secured debt, we must adhere to our 90-day debt reduction requirement and are unwilling to pay uneconomic prices in the open market for secured debt." McClatchy noted that its 9.0% secured debt becomes callable in whole or in part as of Dec. 15, 2017, at a price of 104.5%. About The McClatchy Company Sacramento, Cal.-based The McClatchy Company (NYSE: MNI) -- http://www.mcclatchy.com/-- is a media company that provides both print and digital news and advertising services. Its operations include 30 daily newspapers, community newspapers, websites, mobile news and advertising, niche publications, direct marketing and direct mail services. Its owned newspapers include, among others, the (Fort Worth) Star-Telegram, The Sacramento Bee, The Kansas City Star, the Miami Herald, The Charlotte Observer, and The (Raleigh) News & Observer. The Company holds interest in digital assets which include CareerBuilder, LLC, Classified Ventures, LLC, HomeFinder, LLC, and Wanderful Media. McClatchy reported a net loss of $300 million on $1.05 billion of net revenues for the year ended Dec. 27, 2015, compared to net income of $374 million on $1.14 billion of net revenues for the year ended Dec. 28, 2014. As of Sept. 25, 2016, McClathcy Co had $1.83 billion in total assets, $1.68 billion in total liabilities and $155.5 million in stockholders' equity. * * * McClatchy carries a 'Caa1' corporate family rating from Moody's Investors Service. In May 2011, Moody's changed the rating outlook from stable to positive following the company's announcement that it closed on the sale of land in Miami for $236 million. The outlook change reflects Moody's expectation that McClatchy will utilize the net proceeds to reduce debt, including its underfunded pension position, which will reduce leverage by approximately half a turn and lower required contributions to the pension plan over the next few years. As reported by the TCR on April 2, 2014, Standard & Poor's Ratings Services affirmed all ratings on U.S. newspaper company The McClatchy Co., including the 'B-' corporate credit rating, and revised the rating outlook to stable from positive. The outlook revision to stable reflects S&P's expectation that the timeframe for a potential upgrade lies beyond the next 12 months, and could also depend on the company realizing value from its digital minority interests. MCCLATCHY CO: Royce & Assoc Holds 12.5% CL-A Shares as of Dec. 31 ----------------------------------------------------------------- Royce & Associates, LP, disclosed in an amended Schedule 13G filed with the Securities and Exchange Commission that as of Dec. 31, 2016, it beneficially owns 639,704 shares of class A common stock of The McClatchy Company representing 12.47 percent of the shares outstanding. A full-text copy of the regulatory filing is available for free at https://is.gd/mUJYRZ About The McClatchy Company Sacramento, Cal.-based The McClatchy Company (NYSE: MNI) -- http://www.mcclatchy.com/-- is a media company that provides both print and digital news and advertising services. Its operations include 30 daily newspapers, community newspapers, websites, mobile news and advertising, niche publications, direct marketing and direct mail services. Its owned newspapers include, among others, the (Fort Worth) Star-Telegram, The Sacramento Bee, The Kansas City Star, the Miami Herald, The Charlotte Observer, and The (Raleigh) News & Observer. The Company holds interest in digital assets which include CareerBuilder, LLC, Classified Ventures, LLC, HomeFinder, LLC, and Wanderful Media. McClatchy reported a net loss of $300 million on $1.05 billion of net revenues for the year ended Dec. 27, 2015, compared to net income of $374 million on $1.14 billion of net revenues for the year ended Dec. 28, 2014. As of Sept. 25, 2016, McClathcy Co had $1.83 billion in total assets, $1.68 billion in total liabilities and $155.5 million in stockholders' equity. * * * McClatchy carries a 'Caa1' corporate family rating from Moody's Investors Service. In May 2011, Moody's changed the rating outlook from stable to positive following the company's announcement that it closed on the sale of land in Miami for $236 million. The outlook change reflects Moody's expectation that McClatchy will utilize the net proceeds to reduce debt, including its underfunded pension position, which will reduce leverage by approximately half a turn and lower required contributions to the pension plan over the next few years. As reported by the TCR on April 2, 2014, Standard & Poor's Ratings Services affirmed all ratings on U.S. newspaper company The McClatchy Co., including the 'B-' corporate credit rating, and revised the rating outlook to stable from positive. The outlook revision to stable reflects S&P's expectation that the timeframe for a potential upgrade lies beyond the next 12 months, and could also depend on the company realizing value from its digital minority interests. MEDIACOM ILLINOIS: Moody's Assigns Ba2 Rating to $500MM Loan K -------------------------------------------------------------- Moody's Investors Service assigned a Ba2 rating to the proposed $500 million senior secured term loan K of Mediacom Illinois LLC, a wholly owned subsidiary of Mediacom LLC (MCLLC) and its parent, Mediacom Communications Corporation (MCC). Proceeds will be used to pay off the company's existing term loan F ($242 million outstanding) and 7.25% unsecured notes ($250 million outstanding). MCLLC will also extend the maturity of its revolving credit facility to 2022, which was set to expire in 2019, and increase the revolver capacity by $7.5 million to $370 million. MCC's Ba3 corporate family rating (CFR) and positive outlook remain unchanged. Assignments: Issuer: Mediacom Illinois LLC (Co-borrowers: Mediacom Indiana LLC, Mediacom Iowa LLC, Mediacom Minnesota LLC, Mediacom Wisconsin LLC, Zylstra Communications Corporation, Mediacom Arizona, LLC, Mediacom California, LLC, Mediacom Delaware, LLC, Mediacom Southeast, LLC) Senior Secured Revolving Credit Facility, Assigned Ba2 (LGD3) Senior Secured Term Loan K, Assigned Ba2 (LGD3) Outlook Actions: Issuer: Mediacom Illinois LLC Outlook, Assigned Positive RATINGS RATIONALE The proposed transaction is credit positive as it extends the maturity profile of the company's capital structure and decreases annual interest expense by approximately $11 million. Mediacom Communications Corporation's (MCC) Ba3 CFR is driven by its moderate leverage of approximately 4.1 times debt-to-EBITDA (Moody's adjusted), a highly competitive market as evidenced by below average penetration rates and video subscriber losses, and a burdensome cost structure of its video product that is capital intensive and subject to very significant and rising content programming costs that the company has little control over. However, this rising cost structure is offset by the company's broadband and commercial offering which demonstrate high growth and profit driving earnings and cash flows higher, which have been largely used for debt reduction. The combination of these improvements coupled with the experience and leadership of its management team, which has a long track record of success, has created significant equity value in the company and lowered the overall credit risk, positioning the company near the top of the rating category. Moody's analyzes the credit risk for MCC on a consolidated basis, viewing Mediacom Broadband and Mediacom LLC as one reporting unit based on its ability to unilaterally manage the capital and operations of both companies as if it were one. The positive outlook reflects Moody's expectation that the company will continue to use excess free cash flow and grow EBITDA in the mid-single digits to reduce leverage. Moody's said, "We also expect steady broadband subscriber growth which will help protect and grow revenue amid declining revenue in the company's core video business. An upgrade is likely over the next 12-18 months. The positive action would require leverage to be sustained below 3.5 times debt-to-EBITDA (Moody's adjusted) and Free cash flow-to-debt (Moody's adjusted) to be sustained above 10%. A negative rating actions is unlikely over the next 12-18 months but could occur if leverage is sustained above 5 times debt-to-EBITDA (Moody's adjusted) or Free cash flow-to-debt (Moody's adjusted) is sustained below 5%." With its headquarters in Mediacom Park, New York, Mediacom Communications Corporation offers traditional and advanced video services such as digital television, video-on-demand, digital video recorders, and high-definition television, as well as high-speed Internet access and phone service. The company had approximately 834 thousand video subscribers, 1.1 million high speed data subscribers, and 467 thousand phone subscribers as of September 30, 2016. The company primarily serves smaller cities in the mid-western and southern United States, operating through two wholly owned subsidiaries, Mediacom Broadband and Mediacom LLC. Revenue for the last twelve months ended September 30, 2016 were approximately $1.8 billion. MEDIACOM LLC: S&P Assigns 'BB+' Rating on Proposed $500MM Loan -------------------------------------------------------------- S&P Global Ratings assigned its 'BB+' issue-level rating and '2' recovery rating to Mediacom LLC subsidiaries' proposed $500 million term loan K due 2024 and $370 million revolving credit facility due 2022. The '2' recovery rating indicates S&P's expectation of substantial (70%-90%; lower end of the range) recovery for lenders in the event of a payment default. The new revolving credit facility will replace the existing $362.5 million facility due 2019 and the $500 million term loan K will be used to repay the remaining balance on Mediacom LLC's $250 million term loan F and its $250 million of 7.25% senior unsecured notes due 2022. At the same time, S&P lowered its issue-level ratings on Mediacom LLC subsidiaries' existing secured debt to 'BB+' from 'BBB-' and revised the recovery ratings on this debt to '2' from '1'. The revision of the recovery ratings reflects the higher amount of secured debt at Mediacom LLC following the proposed transaction, which reduces the expected recovery for secured lenders under S&P's hypothetical default scenario. The '2' recovery rating reflects S&P's expectation for substantial (70%-90%; lower half of the range) recovery in the event of a payment default. The issuer is a subsidiary of Mediacom Park, N.Y.–based cable-TV operator Mediacom Communications Corp. S&P's 'BB' corporate credit rating and stable outlook on Mediacom Communications Corp. are unaffected, because S&P expects net debt leverage to continue to be about 4x. RECOVERY ANALYSIS Key analytical factors -- S&P simulates a default in 2020, reflecting lower revenue generation as a result of an acceleration in pay-TV subscriber declines as customers migrate toward streaming alternatives and an inability to offset this with growth in broadband and commercial services combined with increased price-based competition in its markets resulting in margin pressure. Lower revenues per customer and a reduced subscriber base result in a decline in EBITDA such that the company is unable to meet its fixed charges. -- S&P has valued Mediacom Communications Corp. on a going- concern basis using a 7.0x multiple of S&P's projected emergence EBITDA. The 7x multiple resides on the high end of the 6x to 7x range S&P typically ascribes to distressed cable operators given the relative lack of competition in the company's markets. -- S&P has valued Mediacom LLC based on a 43% EBITDA contribution to total EBITDA at Mediacom Communications Corp. Simulated Default Assumptions: -- Simulated year of default: 2020 -- EBITDA at emergence: $350 million -- EBITDA multiple: 7x Simplified Waterfall: -- Net enterprise value at Mediacom Communications Corp. (after 5% admin. costs): $2.3 billion -- Net enterprise value at Mediacom LLC (after 5% admin. costs): $1.0 billion -- Secured debt claims at Mediacom LLC: $1,316 million -- Recovery expectations: 70% to 90% -- Net enterprise value at Mediacom Broadband (after 5% admin. costs): $1.3 billion -- Secured debt claims at Mediacom Broadband: $1,369 million -- Recovery expectations: 90% to 100% -- Unsecured debt and pari-passu claims at Mediacom Broadband: $560 million -- Recovery expectations: 0% to 10% Note: All debt amounts include six months of prepetition interest. RATINGS LIST Mediacom Communications Corp. Corporate Credit Rating BB/Stable/-- New Rating Mediacom Illinois LLC Mediacom Indiana LLC Mediacom Iowa LLC Mediacom Minnesota LLC Mediacom Wisconsin LLC Zylstra Communications Corp Mediacom Arizona LLC Mediacom California LLC Mediacom Delaware LLC Mediacom Southeast LLC Senior Secured $500 mil. term loan K due 2024 BB+ Recovery Rating 2L $370 mil. revolver due 2022 BB+ Recovery Rating 2L Rating Lowered; Recovery Rating Revised Mediacom Illinois LLC Mediacom Indiana LLC Mediacom Iowa LLC Mediacom Minnesota LLC Mediacom Wisconsin LLC Zylstra Communications Corp Mediacom Arizona LLC Mediacom California LLC Mediacom Delaware LLC Mediacom Southeast LLC To From Senior Secured BB+ BBB- Recovery Rating 2L 1 MEG ENERGY: Moody's Hikes CFR to B3 & Unsec Notes Rating to Caa2 ---------------------------------------------------------------- Moody's Investors Service upgraded MEG Energy Corp.'s (MEG) Corporate Family Rating to B3 from Caa2, Probability of Default Rating to B3-PD from Caa2-PD, and US$1 billion and US$800 million Senior Unsecured Notes ratings to Caa2 from Caa3. Moody's assigned a Ba3 rating to MEG's new First Lien Senior Secured US$1.4 billion Revolver due 2021 and US$1.2 billion Term Loan due 2023, and a Caa1 rating to the new US$750 million Second Lien Senior Secured Notes due 2025. The outlook was changed to stable from negative. The Speculative Grade Liquidity (SGL) Rating was raised to SGL-1 from SGL-2. MEG will use the proceeds from the new debt issues to refinance existing debt. MEG has also reduced the size of its First Lien Revolver to US$1.4 billion from US$2.5 billion, which will remain undrawn, and extended the maturity date by two years to 2021. Concurrent with the refinancing, MEG will also raise C$357 million of equity. All aspects of these transactions are cross-conditional. Upon closing of the transactions Moody's will withdraw the ratings on the existing US$1.3 billion First Lien Term Loan due 2020 and US$750 million Senior Unsecured Notes due 2021. "MEG's upgrade to B3 reflects the increasing cash flow in 2017 and 2018 realized by higher oil prices and expected production growth from its infill well project," said Paresh Chari, Moody's Assistant Vice President, "The higher cash flow will help to improve MEG's weak credit metrics." The following rating actions were taken: Upgrades: Issuer: MEG Energy Corp. Corporate Family Rating, Upgraded to B3 from Caa2 Probability of Default Rating, Upgraded to B3-PD from Caa2-PD Senior Unsecured Regular Bond/Debenture, Upgraded to Caa2 (LGD5) from Caa3 (LGD5) Speculative Grade Liquidity Rating, Upgraded to SGL-1 from SGL-2 Assignments: Issuer: MEG Energy Corp. Senior Secured Bank Credit Facility, Assigned Ba3 (LGD2) Senior Secured Regular Bond/Debenture, Assigned Caa1 (LGD4) Outlook Actions: Issuer: MEG Energy Corp. Outlook, Changed To Stable From Negative RATING RATIONALE MEG's B3 Corporate Family Rating (CFR) reflects weak expected credit metrics (debt to EBITDA about 10x in 2017, retained cash flow/debt about 4%, EBITDA/interest about 1.5x), coupled with very good liquidity, including a lack of any debt maturities before 2021. While MEG has substantial reserves in key productive areas of the Athabasca oil sands region, it is economically challenged under Moody's oil price estimates. The SGL-1 Speculative Grade Liquidity Rating reflects MEG's very good liquidity through 2017. At December 31, 2016 and pro-forma for the January 2017 C$260 million equity issuance (net of fees and the call premium), MEG will have around C$410 million of cash. Combined with an undrawn US$1.4 billion revolving credit facility, which matures in 2021, MEG will have ample liquidity to cover Moody's expected negative free cash flow of about C$400 million through 2017. MEG has no financial covenants and good sources of alternate liquidity through its ability to monetize its 50% ownership in the Access pipeline or other assets. In accordance with Moody's Loss Given Default (LGD) Methodology, the combined US$2.6 billion secured revolving credit facility and term loan, are rated Ba3, three notches above the B3 CFR, reflecting the loss absorption cushion provided by the lower ranking second lien and unsecured notes. The second lien US$750 million notes are rated Caa1, and the US$800 million and the US$1 billion senior unsecured notes are rated Caa2, two notches below the CFR. The stable outlook reflects Moody's view that the expected increase in production and prices will provide support to MEG's metrics and very good liquidity provides time for any market or operating adversity. The ratings could be upgraded if EBITDA to interest was likely to remain above 2x, retained cash flow to debt was likely to remain above 10% and liquidity was adequate. The ratings could be downgraded if EBITDA to interest is likely to remain below 1.5x, retained cash flow to debt was likely to remain below 5% or if liquidity was weak. MEG is a publicly-listed Calgary, Alberta based steam-assisted-gravity-drainage ("SAGD") oil sands developer and operator producing over 80,000 bbls/day of bitumen. MELODY GOOD GIRL: Directed to File Plan, Disclosures Before April 6 ------------------------------------------------------------------- Judge K. Rodney May of the U.S. Bankruptcy Court for the Middle District of Florida ordered Melody, Good Girl Incorporated to file its plan of reorganization and disclosure statement on or before April 6, 2017. The Disclosure Statement must, at the minimum, contain adequate information pertaining to the Debtor in the following areas: (a) Pre- and post-petition financial performance; (b) Reasons for filing Chapter 11; (c) Steps taken by the Debtor since filing of the petition to facilitate its reorganization; (d) Projections reflecting how the Plan will be feasibly consummated; (e) A liquidation analysis; and (f) A discussion of the Federal tax consequences as described in section 1125(a)(1) of the Bankruptcy Code. About Melody, Good Girl Incorporated Melody, Good Girl Incorporated dba Servpro of Winter Haven filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 16-10587), on December 13, 2016. The Petition was signed by Christopher E. Brill, president. At the time of filing, the Debtor estimated assets at $100,000 to $500,000 and liabilities at $1 million to $10 million. The Debtor is represented by James W Elliott, Esq. at McIntyre Thanasides Bringgold Elliott, et al. The Debtor did not include a list of its largest unsecured creditors when it filed the petition. No trustee or examiner has been appointed in this case and no official committees have been appointed. MELODY GOOD GIRL: U.S. Trustee Unable to Appoint Committee ---------------------------------------------------------- An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of Melody, Good Girl Incorporated as of Jan. 11, according to a court docket. Melody, Good Girl Incorporated dba Servpro of Winter Haven filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 16-10587) on December 13, 2016. The petition was signed by Christopher E. Brill, president. At the time of filing, the Debtor estimated assets at $100,000 to $500,000 and liabilities at $1 million to $10 million. The Debtor is represented by James W. Elliott, Esq. at McIntyre Thanasides Bringgold Elliott Grimaldi & Guito, P.A. The Debtor did not include a list of its largest unsecured creditors when it filed the petition. No trustee or examiner has been appointed in the Debtor's case. METCOM NETWORK: Epsilon Buying All Assets for $3.7 Million ---------------------------------------------------------- Metcom Network Services, Inc., asks the U.S. Bankruptcy Court for the Southern District of New York to authorize the sale of substantially all assets to Epsilon US, Inc., for $3,730,000, subject to higher or otherwise better offers. The Debtor is a New York corporation, incorporated under the laws of the State of New York, with its principal place of business at 60 Hudson Street, New York, New York, Suites 1001 and 2303. The Debtor is owned 50% by Mark DuMoulin, Sr. and 50% by Susan Becker-DuMoulin. The Debtor is in the business of telecommunications, building and local interconnection and engineering support, including the colocation of customer equipment. It acts as a primary provider of extremely high capacity fiber optic connections between domestic and international service providers that occupy space throughout the Building located at at 60 Hudson St. in Manhattan ("Building"). The Debtor commenced its Chapter 11 case by filing a voluntary petition for relief under chapter 11 of the Bankruptcy Code with the Court on June 28, 2016, and has been under chapter 11 protection for more than seven months. During that time, the Debtor has sought to stabilize its business and deal with ongoing issues and litigation. Because the Debtor's business is keyed to its location in a particular building, among the Debtor's most important assets are its real property leases - the most significant of these being the Debtor's lease at the Building. Prior to the Filing Date, the Debtor entered into 2 equipment leases in 2014 and 2015 with NFS Leasing, Inc., which also holds a properly perfected security interest on substantially all of the Debtor's Assets. The Debtor entered into a cash collateral stipulation with NFS which was approved during the Chapter 11 case, after notice and hearing, by the Court's Order dated Nov. 1, 2016. The Debtor entered the case owing back rent on its lease of space in the Building ("60 Hudson Lease") of more than $1,800,000. Additionally, the 60 Hudson Lease expires by its terms in May 2017. This presented a challenge to the Debtor of finding a buyer that would be willing to purchase the Debtor's business as a going concern given the significant amount necessary to cure the 60 Hudson Lease and the limited amount of time remaining on that lease. Additionally, until a recent settlement, the Debtor had been involved in ongoing litigation with N Plus Systems, LLC, regarding N Plus' sublease of space in the Building from the Debtor. It is likely that any party wishing to buy the Debtor's business as a going concern would have required the resolution of the N Plus dispute prior to closing any such sale. During the pendency of the chapter 11 case, the Debtor was approached by various entities, including Epsilon, inquiring about purchasing the Debtor's assets. Epsilon Global Communications Pte Ltd., the parent of the Buyer, and the EGC Group, which consists of Epsilon Telecommunications subsidiaries of EGC located throughout the world, are one of the largest independent providers of connectivity solutions to the world's communications and cloud ecosystems. The EGC Group operates a network infrastructure that delivers mission critical, high performance applications and communications services to customers across the globe. It employs 150 staff over five offices worldwide. The Debtor determined that it would be in the best interests of the Debtor and its creditors to reorganize by selling substantially all of its assets and assuming and assigning its Assumed Agreements (except for 2 agreements to be rejected), to Epsilon, with the purpose of Epsilon's operating the business after the Sale as a going concern business, and not for liquidation purposes. After extensive negotiations between the Debtor and Epsilon, the Debtor entered into the APA with Epsilon, agreeing to the Sale of substantially all of the Debtor's Acquired Assets free and clear of liens to Epsilon or a Permitted Designee, and the Debtor's proposed Assumption and Assignment of Assumed Agreements to Epsilon. Pursuant to the APA, and assuming all closing conditions are met, Epsilon will pay approximately $3,730,000 to complete the Sale, which amount can be broken down as follows: (i) Cure Costs of approximately $2,040,000 (including the approximately $1,800,000 necessary to cure the 60 Hudson Lease); (ii) approximately $1,090,000 to NFS to resolve its alleged secured claim against the Debtor; and (iii) an additional $600,000 to the Debtor's estate. Under Section 8(i) of the APA, the Debtor is required to cure any defaults under the Assumed Agreements (excluding the Cure Amounts to be paid by Buyer) on or prior to the Closing Date (which the Debtor anticipates will be relatively de minimus). Epsilon has advised the Debtor that there is one service order and one agreement that it does not wish to assume, as identified on the Schedule of Rejected Agreements. As set forth, NFS is leasing property to the Debtor and it also holds a security interest in the Acquired Assets. It is a condition to closing that NFS will have executed and delivered an agreement to terminate the equipment lease agreement between Seller and NFS, and terminations of its UCC financing statements, and any other security interest in the Acquired Assets, in form and substance acceptable to Epsilon, it is a condition to closing that Epsilon is to deliver to NFS such amount as is required pursuant to that termination of equipment lease agreement such that any Lien of NFS on any Acquired Asset will be released as of Closing. Epsilon is delivering a delivering a deposit in the amount of $131,000 ("Security Deposit") within 2 Business Days following the entry by the Court of the Bidding Procedures Order to the Debtor's counsel, Ackerman Fox, LLP, to hold in a non-interest bearing account, as Escrow Agent, under the terms of an Escrow Agreement between the parties to be applied against the purchase price if Epsilon is the Successful Bidder. The Security Deposit is to be returned if Epsilon is not the Successful Bidder. If the APA is terminated by the Debtor due to any material breach by Epsilon of any of its agreements, representations or warranties contained in the APA, Epsilon will forfeit the Security Deposit, and the Security Deposit will become property of the Debtor, Epsilon will not be entitled to the Expense Reimbursement, and Epsilon's administrative claim for the Expense Reimbursement will automatically be deemed to be expunged in its entirety. The APA provides that Epsilon is, subject to the Court's approval, to be granted an Expense Reimbursement of its out-of-pocket expenses not to exceed $150,000, as an administrative priority in the Debtor's case, which administrative priority claim will automatically be deemed to be expunged, and will not be paid or due to be paid from the $600,000 Cash Purchase Price, or from any monies received by the Debtor of or from the sale, unless the Court directs or otherwise orders that the sale should be made by the Debtor to another higher or better offer made by a Qualified Bidder and Epsilon is not the successful bidder. The Debtor's negotiation of the APA with Buyer was and is critical to obtaining the highest and best price for the Acquired Assets, and without the Buyer's commitment of substantial time and expense to the process, the Debtor would have to employ a less orderly process for the sale of its assets and therefore risk attracting lower prices. The Debtor acknowledges that Epsilon would not have invested the time and incurred the expense of negotiating and documenting the transaction if it were not entitled to the Expense Reimbursement. The APA also sets forth that Epsilon will either (i) extend offers of employment (contingent upon the Closing) to the Debtor's Employees, which offers will provide for compensation and benefits substantially similar to the compensation and benefits provided by the Debtor to such employee, or (ii) agree to assume the Debtor's agreement with TriNet HR Corp. dated Feb. 25, 2016. The Debtor is informed and believes that Epsilon has either reached agreements in principle, or is close to reaching agreements in principle, with N Plus, NFS and the 60 Hudson landlord that satisfy the closing conditions in the APA. Another condition precedent of the APA, Epsilon is to offer employment agreements to Mark DuMoulin, Susan DuMoulin, Mark DuMoulin II, and Michael DuMoulin. In order to induce Mark DuMoulin and Susan DuMoulin to continue to work for Buyer after the Closing, the employment agreements for Mark DuMoulin and Susan DuMoulin provide for bonuses in the amount of $250,000 each, which they can earn provided that there is a successful transition of the business to Epsilon and that the business meets certain "Key Performance Indicators" as of the one year anniversary of the closing of the sale. Epsilon has also agreed to subject its transaction to higher and better offers through a bidding and auction process. The material terms of the Bidding Procedures are: a. Bid Deadline: No later than 11:00 a.m. (ET) on a date which is not less than 1 business day prior to the Auction. b. Overbid Amount Requirement: $50,000 over and above the Purchase Price (which expressly includes (A) the $600,000.00 Cash Purchase Price, (B) all Cure Amounts required to be paid to the counterparties to Assumed Agreements to be assumed, as identified on the Schedule of Assumed Agreements which is included in the Schedules annexed hereto as Exhibit G), (C) any amount necessary to resolve the secured claim of NFS, Inc., plus (D) $150,000 to pay the Expense Reimbursement to Epsilon. c. Deposit: $175,000 d. If no Qualifying Bids (other than the bid of Epsilon as set forth in the APA) are received, the Debtor will request the Court at the Hearing to rule that Epsilon is the Successful Bidder and approve a sale to Epsilon pursuant to the APA. If a Qualifying Bid in addition to the bid by Epsilon is received, the Debtor will hold an Auction at the Court at the same date and time as the Hearing on the Debtor's Motion for approval of the sale. e. The Auction will be conducted by the Debtor and/or the Debtor's counsel, under the direction and supervision of the Court. f. Incremental Bid Amount: Bidding will be conducted in minimum increments of $50,000, provided that any incremental bids made by Epsilon will be exempt from the Overbid Amount Requirement. The value of the Expense Reimbursement will be added to any bid by Epsilon for purposes of valuing any bid by Epsilon at the Auction. g. Upon the conclusion of the Auction and the selection of the Successful Bidder, the Debtor will have the option of selecting one (1) Qualified Bid as the next highest or otherwise best Qualified Bid as Back-Up Bid. The Back-Up Bid will remain open until the first business day following the closing of the sale of the Sale Assets to the Successful Bidder. The Debtor may designate the Back-Up Bidder to close the sale pursuant to its Back-Up Bid in the event the Successful Bidder fails to close, without further Court approval, and the Back-Up Bidder will be required to close the sale within 2 days after such designation by the Debtor. h. The Successful Bidder must pay the balance of the Purchase Price for the Acquired Assets (the difference between the amount of the successful bid and the Qualifying Deposit) to the Debtor or its attorney, and all Cure Costs to counterparties to the Assumed Agreements that are being assumed, at the Closing. A copy of the APA and the Bidding Procedures attached to the Motion is available for free at: http://bankrupt.com/misc/Metcom_Network_73_Sales.pdf The Debtor requests that the Court approves the Bidding Procedures, the Expense Reimbursement, the notice procedures with respect to the Assumption and Assignment of the Assumed Agreements, the Auction and Sale Hearing Notice and schedules the Sale Hearing. Upon conclusion of the Auction and selection of the highest or otherwise best bid, the Debtor asks that the Court enter the proposed Sale and Assumption/Assignment Order, which authorizes the Sale to Epsilon, or alternatively, to the Successful Bidder at the Auction, free and clear of liens, claims and encumbrances (other than with respect to Assumed Liabilities) and the assumption and assignment of the Assumed Agreements. The Debtor additionally asks that the Court provide and require in the Bidding Procedures Order that any and all objections to the proposed Sale of Acquired Assets, and/or the Assumption and Assignment of the Assumed Agreements to Epsilon or Rejection of the Rejected Agreements under the APA must be made not later than 11:00 a.m. (ET) on a date which is not less than 1 business day prior to the Hearing scheduled by the Court. The Debtor respectfully submits its sale of the Acquired Assets to Epsilon, subject to higher or better offers, under the APA, in conjunction with its Assumption and Assignment of the Assumed Agreements, is the best course of action for the Debtor. The Debtor believes that the Sale will garner the highest and/or best offer available for the Acquired Assets. Further, without the sale, not only will the Debtor be incapable of reorganizing, but also, there will be no funds available for distribution to the Debtor's unsecured creditors. Accomplishing a prompt, orderly liquidation of the Acquired Assets through a Section 363 Sale will ensure that the value of the Acquired Assets are maximized, and that the Debtor will be able to pay a sizable (and depending on the amount of claims that are ultimately allowed, perhaps even a 100% distribution) to its nonlandlord unsecured creditors. The Debtor, therefore, asks the Court's approval of the Sale, and Assumption and Assignment, on an expedited basis before Jan. 23, 2017, so that the Unexpired Real Property Leases can be assumed and assigned at a closing of the Sale to occur on Jan. 23, 2017. The Debtor asks the Court to authorize its Sale of the Acquired Assets free and clear of liens, encumbrances, and any interest in such property of an entity other than the estate. The Debtor only has 2 secured creditors, to its knowledge: NFS and JPMorgan Chase Bank, N.A. NFS will be paid in full through by Epsilon in connection with the termination of its lease such that the underlying equipment can be transferred to Epsilon free and clear of any claims by NFS, and free and clear of its security interest on the Debtor's property. JPMorgan, on the other hand, determined to proceed by way of motion to lift stay (ECF Doc. No. 62), which is scheduled for hearing on Jan. 12, 2017 at 10:00 a.m. Due to the expediency with which the Debtor needs to execute the Sale process, the Debtor asks that the Court waive the 14-day stay of any order entered pursuant hereto as provided for under Bankruptcy Rules 6004(h) or 6006(d) and that the Court make any such order effective and enforceable immediately upon its entry on the Court's docket. The Purchaser: EPSILON US, INC. New Tech Park #06-01A, Lobby A 151 Lorong Chuan Singapore 556741 Attn: Jerzy Szlosarek The Purchaser is represented by: Andrew M. Ray, Esq. Andrew J. Gallo, Esq. MORGAN, LEWIS & BOCKIUS LLP Washington, DC 20004 About Metcom Network Services Metcom Network Services, Inc., is a New York corporation, incorporated under the laws of the State of New York, with its principal place of business at 60 Hudson Street, New York, New York, Suites 1001 and 2303. It is owned 50% by Mark DuMoulin, Sr. and 50% by Susan Becker-DuMoulin. The company is in the business of telecommunications, building and local interconnection and engineering support, including the colocation of customer equipment. It acts as a primary provider of extremely high capacity fiber optic connections between domestic and international service providers that occupy space throughout the Building located at the building. A majority of the company's customers are themselves large, key providers of internet and telephone services to the general public. Its business is keyed to its location in a particular building, since fiber optic building interconnection between the floors is its main business. At any moment in time, there are tens of thousands of telephone calls and data connections active in the circuits between the floors provided by the company within the building. It has been building these connections and required relationships in the building (and in other spaces that the Debtor occupies) one by one for over 14 years. The company has expended many years, all available resources and knowledge derived from intimately getting to know and support customer needs and to develop: (i) systems and software that allow the Debtor to quickly market, sell, provide, install and maintain all the interconnection facilities between internet and phone providers; and (ii) web-based customer support systems, accessible by its existing customers, that are highly specific and unique to Building-based fiber-interconnection services, necessary for the operation of its business. Metcom Network Services sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 16-11870) on June 28, 2016. The petition was signed by Mark DuMoulin, Sr., president. The Debtor is represented by Neil H. Ackerman, Esq., at Ackerman Fox, LLP. At the time of the filing, the Debtor estimated its assets and liabilities at $1 million to $10 million. MIDWEST ASPHALT: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Midwest Asphalt Corporation P.O. Box 5477 Hopkins, MN 55343 Case No.: 17-40075 Chapter 11 Petition Date: January 12, 2017 Court: United States Bankruptcy Court District of Minnesota (Minneapolis) Judge: Hon. Katherine A. Constantine Debtor's Counsel: Thomas Flynn, Esq. LARKIN HOFFMAN 8300 Norman Center Dr, Suite 1000 Bloomington, MN 55437 Tel: 952-896-3362 E-mail: tflynn@larkinhoffman.com Estimated Assets: $10 million to $50 million Estimated Debts: $10 million to $50 million The petition was signed by Blair Bury, president. Debtor's List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Commercial Asphalt Corporation $2,713,580 P.O. Box 1480 Osseo, MN 55311-6480 Dehn Oil $312,575 6735 141st Avenue NW Ramsey, MN 55303 Cat Financial Commercial $142,624 Twin City Outdoor Services $112,183 Ziegler, Inc. $111,384 BMO Harris Bank NA $100,464 Huhn Trucking, Inc. $81,121 Kraus Anderson Capital, Inc. $75,167 Kusske Construction Co., LLC $74,356 WM Mueller & Sons, Inc. $74,017 Creative Curb Contractors $71,747 Lano Equipment Inc. $68,780 Road Machinery & Supplies $65,389 Union Leasing, Inc. $62,380 North Country Conrete Inc. $58,066 Shaw Trucking Inc. $50,476 Allstate Peterbilt $46,178 Hart Bros Tire Company $43,000 Kennametal Inc. $37,309 Ron Kassa Construction $35,941 MINI MASTER: Hires Luis R. Carrasquillo & Co. as Fin'l Consultant ----------------------------------------------------------------- Mini Master Concrete Services, Inc., seeks authorization from the U.S. Bankruptcy Court for the District of Puerto Rico to employ CPA Luis R. Carrasquillo & Co. as financial consultant for Debtor. The Debtor requires the Firm to assist in the restructuring of its affairs by providing advice in strategic planning and the preparation of schedules, the Debtor's plan of reorganization, disclosure statement, business plan, and participate in the Debtor's negotiation with its creditors. The Firm's accountants and professionals who will work on the Debtor's case and their hourly rates are: Luis R. Carrasquillo $175 Marcelo Gutierrez $125 Lionel Rodriguez Perez $90 Carmen Callejas Eehevarria $85 Alfredo J. Segarra $80 Other CPA's $90-$125 Janet Marrero $45 Iris L. Franqui $45 The Firm has received a retainer in the sum of $20,000. Luis R. Carrasquillo, CPA, principal of CPA Luis R. Carrasquillo & Co., assured the Court that the firm does not represent any interest adverse to the Debtor and its estates. The Firm may be reached at: Luis R. Carrasquillo, CPA CPA Luis R. Carrasquillo & Co. 28 Street, #TI-26 Turbo Gardens Avenue Caguas, PR 00725 Tel: (787)746-4555 (787)746-4556 Fax: (787)746-4564 E-mail: luis@cpacarrasquillo.com About Mini Master Concrete Services Mini Master Concrete Services, Inc. filed a Chapter 11 bankruptcy petition (Bankr. D.P.R. Case No. 16-09956) on December 22, 2016. Hon. Mildred Caban Flores over the case. Charles A. Cuprill, PCS Law Offices represents the Debtor as counsel. The Debtor disclosed total assets of $15.78million and total liabilities of $5.46 million. The petition was signed by Carmen M. Betancourt. president. MY-WAY TRADING: U.S. Trustee Unable to Appoint Committee -------------------------------------------------------- An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of My-Way Trading, Inc., dba Diversified Green Solutions, as of Jan. 12, 2017, according to a court docket. About My-Way Trading My-Way Trading, Inc., doing business as Diversified Green Solutions, is a plastics recycling business located in Richmond, Indiana. My-Way Trading filed a Chapter 11 petition (Bankr. S.D. Ind. Case No. 16-09324) on Dec. 9, 2016. The Debtor is represented by David R. Krebs, Esq., at Hester Baker Krebs LLC. The Debtor estimated assets and liabilities at $500,001 to $1 million at the time of the filing. NAUGHTON PLUMBING: U.S. Trustee Unable to Appoint Committee ----------------------------------------------------------- An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of Naughton Plumbing Sales Co., Inc., as of Jan. 12, 2017, according to a court docket. Naughton Plumbing Sales Co., Inc., an Arizona corporation, sells plumbing, heating, and cooling supplies. Naughton Plumbing filed a Chapter 11 petition (D. Ariz. Case No. 16-13201) on Nov. 17, 2016. The petition was signed by Frank W. Naughton, president. The Debtor is represented by John C. Smith, Esq., at Smith & Smith Law Offices, PLLC. The case is assigned to Judge Scott H. Gan. The Debtor estimated assets and debt at $1 billion to $10 billion at the time of the filing. NAVISTAR INT'L: Moody's Assigns Caa1 to $200MM Unsec. Notes Add-On ------------------------------------------------------------------ Moody's Investors Service assigned a Caa1 (LGD4) rating to Navistar International Corporation's (Navistar) $200 million add-on to its existing $1.2 billion 8.25% senior unsecured notes due 2021. "We expect proceeds will be used to strengthen the company's liquidity profile. Navistar's ratings are unaffected. These rating include: B3 Corporate Family Rating (CFR), Caa2 senior subordinated note rating, and SGL-3 Speculative Grade Liquidity (SGL) rating. The outlook is stable," Moody's said. RATINGS RATIONALE Navistar's ratings reflects the continuing challenges the company faces in re-establishing its competitive position and profitability in the North American medium and heavy truck markets. These challenges are illustrated by the need to: regain lost market share; further reduce warranty expenses; and continue reducing cost structure. In addition, the company continues to face prolonged weak demand in Brazil. Navistar, however, continues to show signs of progress in contending with these challenges. Warranty expense declined to 2.7% of revenues in 2016 from 7.7% in 2013 and cost reductions of over $350 million in 2016 have led to substantial EBITDA margin improvement. In addition, the strategic alliance announced in September 2016 with Volkswagen Truck & Bus (VWT&B) will provide increased liquidity, and the procurement joint venture and technology partnership will allow for further material costs savings and optimize development costs. "We expect that Navistar will have adequate liquidity during the coming twelve months. The company's principal sources of liquidity are: $800 million in manufacturing-company cash and marketable securities as of 31 October 2016; a $175 million ABL facility; and free cash flow that will approximate breakeven for 2017. In addition, it should receive an approximately $250 million equity injection from VWT&B during the first calendar quarter of 2017. Navistar has no debt obligations coming due until the October 2018 maturity of $200 million in convertible notes," Moody's said. Navistar's ratings could be downgraded if there is a slow-down in the progress the company is making in reducing costs, improving market share, or lowering warranty costs. Free cash flow that does not approximate breakeven and EBITA/interest below 1.0x could also result in a ratings downgrade. The rating could be upgraded if the company achieves solid progress in implementing its broad operating initiatives and is on track for achieving EBITA margin of 2.5% and EBITA/interest of 2.0x. NEOVIA LOGISTICS: S&P Lowers CCR to 'CC' & Puts on Watch Neg. ------------------------------------------------------------- S&P Global Ratings said that it lowered its corporate credit rating on U.S.-based logistics provider Neovia Logistics L.P. and Neovia Logistics Intermediate Holdings L.P. to 'CC' from 'CCC+' and placed the ratings on CreditWatch with negative implications. Neovia Logistics L.P. has announced a below-par cash tender and exchange offer for its 10%/10.75% senior unsecured payment-in-kind (PIK) toggle notes due 2018. "We consider this to be a distressed exchange (and thus the equivalent of a default) based on the transaction terms," S&P said. At the same time, S&P lowered its issue-level rating on the senior unsecured PIK toggle notes issued by Neovia's subsidiaries to 'C' from 'CCC-' and placed the rating on CreditWatch with negative implications. The '6' recovery rating remains unchanged, indicating S&P's expectation for minimal recovery (0%-10%) in the event of a payment default. In addition, S&P lowered its issue-level rating on the $465 million senior secured notes maturing 2020 issued by the company's subsidiaries to 'CC' from 'CCC+'. The '4' recovery rating remains unchanged, indicating S&P's expectation for average (30%-50%; lower half of the range) recovery in the event of a default. S&P did not place its rating on the senior secured notes on CreditWatch because S&P currently expects that the company will continue to meet its obligations. The downgrade follows Neovia's announcement of a cash tender offer and exchange plan for its senior unsecured PIK toggle notes due 2018. Under the terms of the offer, the company intends to use capital contributed by its owners to retire $25 million in face value of the bonds (at a tender price of 60%). The remainder of the notes would subsequently be exchanged for a combination of new senior unsecured PIK toggle notes due 2020 and cash (70% in new notes and 20% in cash). In order to complete the proposed transaction, the company would need at least 90% of its bondholders to participate. Neovia has also received covenant relief on its revolving credit facility as part of this transaction. S&P views the proposed transaction as a distressed exchange because investors will receive less than what was promised on the original securities. S&P expects to lower its corporate credit rating on Neovia to 'SD' and S&P's issue-level rating on the company's PIK notes to 'D' when the distressed exchange is complete. S&P anticipates that it will maintain its 'CC' issue-level rating on the company's secured notes following the exchange because S&P expects that Neovia will continue to service the debt as originally contracted. Following the conclusion of the exchange, S&P will review its ratings based on the company's pro forma capital structure and will assign a rating to the new HoldCo notes due 2020. NEVADA GAMING: U.S. Trustee Forms Three-Member Committee -------------------------------------------------------- Tracy Hope Davis, the U.S. Trustee for Region 17, on Jan. 12, 2017, appointed three creditors of Nevada Gaming Partners, LLC, to serve on the official committee of unsecured creditors. The committee members are: (1) Aristocrat Technologies, Inc. Attn: Darrell Horton Director of Credit and Account Receivables, Finance 7230 Amigo Street Las Vegas, NV 89119 (2) Prevail Promotions Attn: Joey Paulos CEO 10795 West Twain Avenue, Suite 106 Las Vegas, Nevada 89135 (3) State Restaurant Equipment Attn: Jeremy Welte Comptroller 3163 S. Highland Drive Las Vegas, Nevada 89109 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 Nevada Gaming Partners Headquartered in Las Vegas, Nevada, Nevada Gaming Partners, LLC, is a gaming company that focuses on slot route operations, casino operations and refurbishment of slot machines. The Company operated 429 slot machines throughout the State of Nevada via its Slot Routes as of the bankruptcy filing date. The Company is doing business as Nevada Gaming Partners Management II, LLC, Nevada Gaming Centers, Nevada Gaming Partners Management II, Sarah's Kitchen, Nevada Gaming Partners, Evolve Gaming Management and Klondike Sunset Casino. Nevada Gaming Partners, LLC, filed a Chapter 11 bankruptcy petition (Bankr. D. Nev. Case No. 16-15521) on Oct. 12, 2016. The petition was signed by Bruce Familian, manager. The Debtor is represented by Brett A. Axelrod, Esq., and Micaela Rustia Moore, Esq., at Fox Rothschild LLP. Judge Laurel E. Davis presides over the case. The Debtor estimated $1 million to $10 million in both assets and liabilities. NEW YORK CRANE: Bernadette Panzella Tries To Block Disclosures OK ----------------------------------------------------------------- Unsecured creditor Bernadette Panzella, P.C., filed with the U.S. Bankruptcy Court for the Eastern District of New York a statement and joinder to the objections filed by the Official Committee of Unsecured Creditors, United States Steel Corporation, and Zurich American Insurance Company against New York Crane & Equipment Corp., et al.'s amended disclosure statement. Bernadette Panzella agrees to the Committee, United States Steel and Zurich American's claim that the Amended Disclosure Statement is inadequate and materially misleading. Bernadette Panzella adds that, among others: a. the main debtor is James F. Lomma, and the Debtors' statements alleging otherwise are demonstrably false. Mr. Lomma was held 61% personally liable for the deaths of Donald Christopher Leo and Ramadan Kurtaj and caused serious personal injuries to others and $20 million in property damage when his 24-year old Kodiak tower crane fatally collapsed on May 30, 2008. Bernadette Panzella says that there is much more evidence against Mr. Lomma that the jurors heard during the trial that led to the verdicts and awards including punitive damages against Mr. Lomma, but none of these facts were provided in the Debtors' Amended Disclosure Statement. The Debtors, according to Bernadette Panzella, chose to present only their positions on the appeals of the Leo & Kurtaj Wrongful Death Verdicts and Awards, specifically including punitive damages, thus, failing to provide essential information to creditors, warranting denial of approval of the Amended Disclosure Statement; b. there are no "managers" making decisions for the Debtors. There is only Mr. Lomma making all the decisions. The Debtors' misleading references to the Debtors' alleged "managers" is patently false. There are no certifications, declarations or affidavits from the Debtors' retained financial advisors, accountants, sometime comptroller, and corporate counsel included in the Amended Disclosure Statement. There are only the bald assertions of Mr. Lomma; c. Mr. Lomma's bankruptcy attorneys cannot be the "disbursing agent" under any circumstances and for many reasons including conflicts of interest. Mr. Lomma was told in March 2016 to have his own attorneys in these proceedings because there are "conflicts" between Mr. Lomma and his debtor companies; d. Frank Kearney cannot have any right to vote on the Debtors' Amended Plan, but it is Mr. Lomma's plan to have his insider be the proverbial "ringer" and vote in favor of Mr. Lomma's patently unconfirmable plan; e. the Debtors' Amended Plan doesn't explain, much less justify, the post-petition purchase of $21 million in new cranes while at the same time reporting a utilization rate of 30% to 40% of cranes in Mr. Lomma's inventory; f. Mr. Lomma's 341 is not yet completed. Each time he appears, a new asset is adimitted -- albeit following denial by Mr. Lomma which is then followed by confrontation with a document; g. Mr. Kearney's 2004 examination is also not complete; h. Mr. Lomma's accountants, Gilmore Gilmore & Graham have not yet submitted to a 2004 examination; i. Class 2 claimants are not identified and no amount is provided; and j. no commitment for financing from any financial institution is included in the Amended Disclosure Statement. Bernadette Panzella's Objection is available at: http://bankrupt.com/misc/nyeb16-40043-682.pdf As reported by the Troubled Company Reporter on Dec. 21, 2016, the Debtors filed with the Court an amended disclosure statement describing their amended plan of reorganization, which sets forth five separate scenarios illustrating how and when payments will be made to creditors depending upon the final resolution and determination of the Debtor's appeals from the wrongful death judgments. The Judgments, in the gross amount of approximately $95.5 million were entered in favor of the respective estates of Donald Leo and Ramadan Kurtaj, in the so-called 91st Street Crane Litigation. Bernadette Panzella is represented by: Bernadette Panzella, Esq. Bernadette Panzella, P.C. American Felt Building 114 East 13th Street, Studio 5A New York, New York 10003 Tel: (212) 995-5353 E-mail: BernadettePanzellaPC@yahoo.com About New York Crane New York Crane & Equipment Corp., J.F. Lomma, Inc. (De.), J.F. Lomma, Inc. (N.J.), and James F. Lomma filed Chapter 11 bankruptcy petitions (Bankr. E.D.N.Y. Case Nos. 16-40043, 16-40044, 16-40045 and 16-40048, respectively) on Jan. 6, 2016. The petitions were signed by James F. Lomma as president. New York Crane & Equipment disclosed total assets of $9.8 million and total debts of $22.05 million. Judge Carla E. Craig presides over the cases. The Debtors hire Goldberg Weprin Finkel Goldstein LLP as their counsel; LaMonica Herbst & Maniscalco, LLP as special counsel; Robert L. Friedbauer CPA PC as accountant; Marcum LLP as financial advisor; and Pro Star Pilatus Center LLC as Broker in relation to an Aircraft Remarketing Agreement. James Lomma is the president and sole shareholder of the corporate Debtors. The Debtors employ LaMonica Herbst & Maniscalco, LLP as special litigation and conflicts counsel to James F. Lomma. The corporate Debtors operate crane, trucking and rigging companies doing business in New York City and other parts of the country. On Jan. 8, 2016, an order was entered providing for the joint administration of these related Chapter 11 cases. An official committee of unsecured creditors has been appointed. The Committee has tapped Togut, Segal & Segal LLP as its counsel. NORTEL NETWORKS: Solus, PointState Try To Block Disclosures OK -------------------------------------------------------------- Noteholders Solus Alternative Asset Management LP and PointState Capital LP, filed with the U.S. Bankruptcy Court for the District of Delaware an objection to Nortel Networks Inc., et al.'s first amended joint Chapter 11 plan. The NNCC Noteholders are holders of certain fixed rate senior notes due June 15, 2026 (the 7.875% Notes) issued by Nortel Networks Capital Corporation fka Northern Telecom Corporation and Nortel Networks Limited fka Northern Telecom Limited, and guaranteed by NNL, pursuant to an indenture, dated Feb. 15, 1996. The NNCC Noteholders claim that the fees and expenses asserted by the NNCC Bonds Indenture Trustee totaling approximately $7.8 million for the period from Jan. 14, 2009, through Sept. 30, 2016, will negate the benefits the NNCC Noteholders secured under the Plan following hardfought negotiations. Litigation over the reasonableness of professional fees is anathema to the NNCC Noteholders. While they will continue to endeavor to resolve the dispute consensually, absent a resolution before the confirmation hearing, the NNCC Noteholders request that the confirmation court order include these procedures to resolve this dispute: a. the sum of $3.75 million, that is (i) the Asserted Fees (approximately $8 million) less (ii) the $4.25 million available under the Plan pursuant to Section 7.13 will be held back from distributions to holders of the 7.875% Notes and placed in a segregated account; b. consistent with Section 7.13 of the Plan -- which requires that the Indenture Trustee's fees must be reasonable and documented -- the Indenture Trustee will not exercise a charging lien with respect to the amounts distributed to holders of the 7.875% Notes and will not deduct any portion of those funds to pay the Asserted Fees unless and until the Court enters an order determining the portion of the Asserted Fees that is allowable under the indenture and applicable law; c. the Indenture Trustee and the NNCC Noteholders will agree on an appropriate briefing schedule for submitting the issue to the Court for decision; and d. no portion of either the Plan Fee Consideration or the Trustee -- Fee Holdback will be released to the Indenture Trustee, and the Indenture Trustee will not assert any charging lien or otherwise use distributions to pay the Asserted Fees unless and until the Court enters the trustee-fee approval order. The Proposed Fee Procedures inure to the benefit of the Indenture Trustee, the NNCC Noteholders, and the NNI estate (which has a residual interest in the Plan Fee Consideration). Without these procedures, the Indenture Trustee will simply satisfy its $8 million claim and require the NNCC Noteholders and the NNI estate to pursue it for refunds. Accordingly, the NNCC Noteholders request that the Confirmation Order include these protections. According to the NNCC Noteholders, Asserted Fees are unreasonable and constitute: a. on information and belief, approximately twice the amount asserted by the indenture trustee for the Crossover Bonds -- The Bank Of New York -- who is responsible for debt that is twenty times greater than the 7.875% Notes, i.e., nearly $3.5 billion in face amount, and is also a member of the Creditors' Committee; and b. 5% of the Plan recovery of holders of the 7.875% Notes. To the extent the Asserted Fees were incurred by the Indenture Trustee in its capacity as a member of the Creditors' Committee, then they should not be charged to holders of the 7.875% Notes, the NNCC Noteholders say. The Creditors' Committee owes a fiduciary duty to all unsecured creditors -- not just holders of the 7.875% Notes. According to the NNCC Noteholders, 90% of the NNCC Notes have at all relevant times been held by two institutions, and at no point during the cases did the Indenture Trustee provide a budget, estimate, work plan, or fee update to the two NNCC Noteholders. The Objection is available at: http://bankrupt.com/misc/deb09-10138-17687.pdf NNCC Noteholders is represented by: Joanne Pileggi Pinckney, Esq. Seton C. Mangine, Esq. PINCKNEY, WEIDINGER, URBAN & JOYCE LLC 3711 Kennett Pike, Suite 210 Greenville, Delaware 19807 Tel: (302) 504 1497 E-mail: jpinckney@pwujlaw.com smangine@pwujlaw.com -- and -- James C. Tecce, Esq. Daniel S. Holzman, Esq. QUINN, EMANUEL, URQUHART & SULLIVAN LLP 52 Madison Avenue, 22nd Floor New York, New York 10010 Tel: (212) 849-7000 E-mail: jamestecce@quinnemanuel.com danielholzman@quinnemanuel.com About Nortel Networks Headquartered in Ontario, Canada, Nortel Networks Corporation and its various affiliated entities provided next-generation technologies, for both service provider and enterprise networks, support multimedia and business-critical applications. Nortel did Networks Limited was the principal direct operating subsidiary of Nortel Networks Corporation. On Jan. 14, 2009, Nortel Networks Inc.'s ultimate corporate parent Nortel Networks Corporation, NNI's direct corporate parent Nortel Networks Limited and certain of their Canadian affiliates commenced a proceeding with the Ontario Superior Court of Justice under the Companies' Creditors Arrangement Act (Canada) seeking relief from their creditors. Ernst & Young was appointed to serve as monitor and foreign representative of the Canadian Nortel Group. That same day, the Monitor sought recognition of the CCAA Proceedings in U.S. Bankruptcy Court (Bankr. D. Del. Case No. 09-10164) under Chapter 15 of the U.S. Bankruptcy Code. That same day, NNI and certain of its affiliated U.S. entities filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 09-10138). In addition, the High Court of England and Wales placed 19 of NNI's European affiliates into administration under the control of individuals from Ernst & Young LLP. Other Nortel affiliates have commenced and in the future may commence additional creditor protection, insolvency and dissolution proceedings around the world. On May 28, 2009, at the request of administrators, the Commercial Court of Versailles, France, ordered the commencement of secondary proceedings in respect of Nortel Networks S.A. On June 8, 2009, Nortel Networks UK Limited filed petitions in U.S. Bankruptcy Court for recognition of the English Proceedings as foreign main proceedings under Chapter 15. U.S. Bankruptcy Judge Kevin Gross presides over the Chapter 11 and 15 cases. Mary Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as Chapter 15 petitioner's counsel. In the Chapter 11 case, James L. Bromley, Esq., and Howard S. Zelbo, Esq., at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serve as the U.S. Debtors' general bankruptcy counsel; Derek C. Abbott, Esq., at Morris Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware counsel. The Chapter 11 Debtors' other professionals are Lazard Freres & Co. LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims and notice agent. The U.S. Trustee appointed an Official Committee of Unsecured Creditors in respect of the U.S. Debtors. An ad hoc group of bondholders also was organized. An Official Committee of Retired Employees and the Official Committee of Long-Term Disability Participants tapped Alvarez & Marsal Healthcare Industry Group as financial advisor. The Retiree Committee is represented by McCarter & English LLP as Delaware counsel, and Togut Segal & Segal serves as the Retiree Committee. The Committee retained Alvarez & Marsal Healthcare Industry Group as financial advisor, and Kurtzman Carson Consultants LLC as its communications agent. Several entities, particularly, Nortel Government Solutions Incorporated and Nortel Networks (CALA) Inc., have material operations and are not part of the bankruptcy proceedings. As of Sept. 30, 2008, Nortel Networks Corp. reported consolidated assets of $11.6 billion and consolidated liabilities of $11.8 billion. The Nortel Companies' U.S. businesses are primarily conducted through Nortel Networks Inc., which is the parent of majority of the U.S. Nortel Companies. As of Sept. 30, 2008, NNI had assets of about $9 billion and liabilities of $3.2 billion, which do not include NNI's guarantee of some or all of the Nortel Companies' about $4.2 billion of unsecured public debt. Since the commencement of the various insolvency proceedings, Nortel has sold its business units and other assets to various purchasers. Nortel has collected roughly $9 billion for distribution to creditors. Of the total, $4.5 billion came from the sale of Nortel's patent portfolio to Rockstar Bidco, a consortium consisting of Apple Inc., EMC Corporation, Telefonaktiebolaget LM Ericsson, Microsoft Corp., Research In Motion Limited, and Sony Corporation. The consortium defeated a $900 million stalking horse bid by Google Inc. at an auction. The deal closed in July 2011. Nortel has filed a proposed plan of liquidation in the U.S. Bankruptcy Court. The Plan generally provides for full payment on secured claims with other distributions going in accordance with the priorities in bankruptcy law. The trial on how to divide proceeds among creditors in the U.S., Canada, and Europe commenced on Sept. 22, 2014. The question of how to divide $7.3 billion raised in the international bankruptcy of Nortel Networks Corp. was answered on May 12, 2015, by two judges, one in the U.S. and one in Canada. According to The Wall Street Journal, Justice Frank Newbould of the Ontario Superior Court of Justice in Toronto and Judge Kevin Gross of the U.S. Bankruptcy Court in Wilmington, Del., agreed on the outcome: a modified pro rata split of the money. NORTH CENTRAL FLORIDA YMCA: Wells Fargo Wants to Prohibit Cash Use ------------------------------------------------------------------ Wells Fargo Bank, N.A., asks the U.S. Bankruptcy Court for the Northern District of Florida to prohibit The North Central Florida YMCA, Inc., to use cash collateral, unless adequate protection of Wells Fargo's security interest in the collateral is granted. Wells Fargo relates that the Debtor owes it in excess of $3,531,684, pursuant to three Promissory Notes. Wells Fargo further contends that the indebtedness is secured by a lien on all of the Debtor's property including the proceeds of such property. Wells Fargo adds that it has perfected, valid, binding and non-avoidable first priority liens, on real property located in Alachua County, Florida, as well as perfected, valid, binding and non-avoidable first priority liens and security interests, on all of the Debtor's personal property including all accounts, deposit accounts, inventory, contract rights, insurance policies, furniture, fixtures and equipment. Wells Fargo tells the Court that the Debtor has not filed any motion for an order authorizing the use of Cash Collateral and does not have the authorization of Wells Fargo to such use. Wells Fargo further tells the Court that the Debtor has failed and refused, despite the repeated request of Wells Fargo’s counsel telephonically and by email for assurances, to commit that it has not and will not spend Wells Fargo’s Cash Collateral. A full-text copy of Wells Fargo Bank's Motion, dated Jan. 9, 2017, is available at http://bankrupt.com/misc/NorthCentral2016_1610293kks_18.pdf Wells Fargo Bank, N.A., is represented by: James H. Post, Esq. Nicholas W. Morcom, Esq. SMITH HULSEY & BUSEY 225 Water Street, Suite 1800 Jacksonville, FL 32202 Telephone: (904) 359-7700 E-mail: jpost@smithhulsey.com nmorcom@smithhulsey.com About The North Central Florida YMCA The North Central Florida YMCA, Inc., based in Gainesville, FL, filed a Chapter 11 petition (Bankr. N.D. Fla. Case No. 16-10293) on Dec. 14, 2016. The petition was signed by Michele F. Martin, vice-chair. The Debtor is represented by Michele Martin, Esq., at Pastore & Dailey, LLC. The case is assigned to Judge Karen K. Specie. The Debtor disclosed $3.49 million in assets and $4.30 million in liabilities. NORTH CENTRAL YMCA: Wants to Use Wells Fargo Cash Collateral ------------------------------------------------------------ The North Central Florida YMCA, Inc. requests the United States Bankruptcy Court Northern District of Florida for authorization to use cash collateral. The Debtor continues to manage and operate its business, the YMCA located in Gainesville, Florida, as debtor-in-possession. The Debtor intends to use approximately $101,685 of cash collateral per month in order to pay its monthly operating expenses. The Debtor entered into a Mortgage and Security Agreement with Wells Fargo Bank, N.A., pursuant to which, Wells Fargo was granted liens on the Debtor's property, including the proceeds thereof. The Debtor intends on offering replacement liens to Wells Fargo in order to protect its interest on the cash collateral. A full-text copy of the Debtor's Motion, dated January 8, 2017, is available at https://is.gd/t6tCzP Wells Fargo Bank, N.A. can be reached at: WELLS FARGO BANK, N.A. Independent Drive 8th Floor Jacksonville, FL 32202 About The North Central Florida YMCA The North Central Florida YMCA, Inc. filed a Chapter 11 petition (Bankr. N.D. Fla. Case No. 16-10293), on December 14, 2016. The Petition was signed by Michele F. Martin, vice-chair. The case is assigned to Judge Karen K. Specie. The Debtor is represented by Michele Martin, Esq., at Pastore & Dailey LLC. The Debtor disclosed total assets of $3.49 million and total liabilities of $4.30 million. NUTRITION RUSH: EOS Buying Equipment for $22K --------------------------------------------- Nutrition Rush, LLC, asks the U.S. Bankruptcy Court for the District of Nevada to authorize the sale of its cooler equipment located in retail stores to EOS Fitness Brand, LLC for a total minimum sale price of $22,400. A hearing on the Motion is set for Feb. 21, 2017 at 9:30 a.m. The Debtor is a health supplement retailer, operating in Nevada, Arizona, and California. It owns and maintains commercial-grade coolers ("Equipment") located in their retailer stores for their inventory. The Debtor has several lease agreements with the Buyer. The Buyer has agreed to purchase the Equipment currently located in retail stores leased with the Buyer. Importantly, the Debtor will no longer be operating its business in those retail stores and no longer has a need for the Equipment for sale. A copy of the list of Equipment for sale and its corresponding prices attached to the Motion is available for free at: http://bankrupt.com/misc/Nutrition_Rush_41_Sales.pdf The Debtor's decision to sell the Equipment for sale to the Buyer is supported by the Debtor's sound business judgment and will benefit the Debtor's estate. It would be easier and economical for the Debtor to the Buyer, rather than moving the Equipment for sale in other retail stores they are maintaining. Accordingly, the Debtor asks the Court to approve the sale of the Equipment free and clear of all liens, claims, encumbrances and interests. About Nutrition Rush Nutrition Rush, LLC, filed a Chapter 11 petition (Bankr. D. Nev. Case No. 16-16771) on Dec. 22, 2016. The Petition was signed by Laura Kuveke, managing member. The case is assigned to Judge Laurel E. Davis. The Debtor is represented by Bryan A. Lindsey, Esq. and Samuel A. Schwartz, Esq., at Schwartz Flansburg PLLC. At the time of filing, the Debtor estimated $500,000 to $1 million in assets and $1 million to $10 million in liabilities. OLIVE BRANCH: Seeks to Use Porrazzo, Bascom Cash Collateral ----------------------------------------------------------- Olive Branch Real Estate Development, LLC, asks the U.S. Bankruptcy Court for the District of New Hampshire for authorization to use cash collateral. The Debtor seeks to use the proceeds of its accounts, sales, rent and other cash collateral to pay the mortgage, costs and expenses listed in its proposed Budget, for the period beginning Jan. 1, 2017 and ending Jan. 31, 2017. The Debtor relates that the cash collateral consists of approximately $0 in cash and the real estate located at 323 US Route 3, Holderness, New Hampshire, valued at $255,510. The Debtor further relates that the sole cash collateral lien holder relative to the Holderness, New Hampshire property is the secured co-creditors, Louis A. Porrazzo and James Bascom. Mr. Porrazzo and Mr. Bascom have a lien on the Debtor's business assets and real estate located at 832 Route 3, Holderness, New Hampshire. The Debtor tells the Court that it has no cash with which to operate other than cash collateral. The Debtor further tells the Court that such cash is necessary to pay operating expenses and payments and monthly mortgage payments. The Debtor adds that it cannot continue its operations without the use of cash collateral because like any other operating company, the Debtor must pay its invoices as they come due. The Debtor's proposed Budget, for the period Jan. 1, 2017 through Jan. 31, 2017, provides for total expenses in the amount of $3,300. The Debtor proposes to grant Mr. Porrazzo and Mr. Bascom with a replacement lien on the estate's postpetition accounts receivable and the cash proceeds thereof, with the same priority, validity, and enforceability as such existing liens on the prepetition cash collateral. The Debtor relates that its budget demonstrates the property does not generate sufficient positive cash flow from its operations to meet all of its postpetition operating and other expenses however the principal of Debtor has stated that he will contribute funds to, maintain its levels of accounts receivable and inventory, and generate surplus cash. The Debtor further relates that based on its budget, the value of the Debtor's cash collateral will remain the same and not decrease from the commencement of the proceeding, to the end of the Budget Period. The Debtor asserts that Porrazzo and Bascom will be adequately protected by the proposed grant of replacement liens. A full-text copy of the Debtor's Motion, dated Jan. 9, 2017, is available at http://bankrupt.com/misc/OliveBranch2016_1611444bah_62.pdf A full-text copy of the Debtor's proposed Budget, dated Jan. 9, 2017, is available at http://bankrupt.com/misc/OliveBranch2016_1611444bah_62_1.pdf About Olive Branch Real Estate Development Olive Branch Real Estate Development, LLC, is a real estate development company with a principal address of 832 Route 3, Unit #1, Holderness, New Hampshire. It is owned and operated by Gerard M. Healey. The business has been in operation since 2011. Olive Branch filed a Chapter 11 petition (Bankr. D.N.H. Case No. 16-11444) on Oct. 13, 2016. The petition was signed by Gerard M. Healey, managing member. The Debtor is represented by S. William Dahar II, Esq., at Victor W. Dahar, P.A. At the time of filing, the Debtor estimated assets at $0 to $50,000 and liabilities at $100,000 to $500,000. OLYMPIA OFFICE: U.S. Trustee Unable to Appoint Committee -------------------------------------------------------- An official committee of unsecured creditors has not yet been appointed in the Chapter 11 cases of Olympia Office LLC's affiliates as of Jan. 11, according to a court docket. The affiliates are WA Portfolio LLC, Mariners Portfolio LLC, and Seahawk Portfolio LLC. About Olympia Office Olympia Office LLC, based in Cedarhurst, NY, filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 16-74892) on October 20, 2016. The petition was signed by Sung II Han, vice president. Judge Alan S. Trust presides over the case. In its petition, Olympia Office estimated $10 million to $50 million in both assets and liabilities. Olympia Office's affiliates WA Portfolio LLC, Mariners Portfolio LLC and Seahawk Portfolio LLC sought Chapter 11 protection (Bankr. E.D.N.Y. Case Nos. 16-75515 to 16-75517) on November 28, 2016. The petitions were signed by Scott G. Switzer, chief operating officer. Judge Robert E. Grossman presides over the case of WA Portfolio. The two other cases are assigned to Judge Trust. At the time of the filing, the three Olympia affiliates estimated their assets at $10 million to $50 million and debts at $50 million to $100 million. Jordan Pilevsky, Esq., at Lamonica Herbst & Maniscalco LLP, serves as bankruptcy counsel. PALMER FARMS: Unsecureds To Get Pro Rata Share from $10K/Yr. Funds ------------------------------------------------------------------ Palmer Farms, Incorporated and its affiliated Debtors filed with the U.S. Bankruptcy Court for the District of Arizona a disclosure statement in support of the Debtors' joint plan of reorganization dated January 2017. Class 12 - General Unsecured Claims will share pro rata in funds contributed by the Debtors on the Effective Date of $10,000. The Debtors will make distributions to the unsecured claims from Marco and Elena Palmer's disposable income, but in an amount not less than $10,000 per year. Class 12 Claims holders will receive the same treatment as Class 13 claim holders. The Debtors' business operations have been funded from the income generated by the harvest of certain cotton. The Debtors have obtained financing from DMK Living Trust for the wheat crop. The Debtors are currently negotiating financing for the 2017 cotton crop and are negotiating with various parties to provide for custom feeding in the cattle yard. The funding for future years will come from the net profits of the operations of Palmer Farms and Palmer Cattle and the salaries received by Marco and Elena Palmer. The Disclosure Statement is available at: http://bankrupt.com/misc/azb16-10202-157.pdf About Palmer Farms, Incorporated Palmer Farms, Incorporated, Palmer Cattle, LLC, Marco Duane Palmer and Elena Pavlovna Palmer filed Chapter 11 petitions (Bankr. D. Ariz. Case Nos. 16-10202, 16-10201, and 16-10206, respectively) on Sept. 2, 2016. The petition was signed by Marco D. Palmer, manager. Palmer Farms and Palmer Cattle are represented by Michael McGrath, Esq., Isaac D. Rothschild, Esq., and Jeffrey J. Coe, Esq., at Mesch Clark Rothschild. Marco D. and Elena P. Palmer are represented by Dennis J. Clancy, Esq., at Raven, Clancy & McDonagh, P.C. At the time of filing, the Debtors estimated assets at $500,000 to $1 million and liabilities at $1 million to $10 million. The case is assigned to Judge Brenda Moody Whinery. Marco and Elena Palmer are husband and wife and live in Thatcher, Arizona. Marco is a fifth generation farmer who has farmed in Thatcher for over 40 years. Marco Palmer is the former vice-president of the irrigation district in Thatcher, Arizona. In about 2010, the Palmers expanded into cattle ranching. PALOSKI SALON: Unsecureds To Get 100% Over 10 Years --------------------------------------------------- Paloski Salon & Spa, LLC, doing business as Shapes & Colours Day Spa, filed with the U.S. Bankruptcy Court for the Northern District of New York a disclosure statement explaining its plan of reorganization. Under the Debtor's proposed plan, the Debtor will assume the existing lease for its premises at 65 Wolf Road and assume a Covenant Not to Compete with Denise Svendsen. All past due payments have been brought current and the Debtor will be current on the Effective Date of the plan, and thereafter the Debtor will pay payments as due under both the Lease and the Covenant Not to Compete. All priority tax claims will be paid on a 4-year amortization, 3% interest basis, with the first payment due on the Effective Date. The Debtor has identified one secured creditor, American Express Bank, FSB, and will pay that obligation off at $600 per month as set forth in a Cash Collateral Stipulation and Order. Unsecured creditors will receive a 100% payment on allowed claims over 10 years with the first payment to be on the first anniversary of the Effective Date of the Plan, for a total recovery. The Debtor estimates allowed unsecured creditor' claims will be approximately $275,000. The Debtor believes that its income is sufficient to make all payments required under its plan. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/nynb16-11325-1-64.pdf About Paloski Salon & Spa Paloski Salon and Spa, LLC, filed a Chapter 11 bankruptcy petition (Bankr. N.D.N.Y. Case No. 16-11325) on July 20, 2016. The petition was signed by Kelly Paloski, member. The Debtor is represented by Richard L. Weisz, Esq., at Hodgson Russ LLP. At the time of filing, the Debtor had estimated both assets and liabilities at $100,000 to $500,000 each. PARADISE MEDSPA: U.S. Trustee Unable to Appoint Committee --------------------------------------------------------- An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of Paradise Medspa, PLLC, as of Jan. 12, 2017, according to a court docket. Paradise Medspa PLLC and Paradise Medspa & Wellness PLLC filed Chapter 11 petitions (Bankr. D. Ariz. Case No. 16-13065) on November 15, 2016. The petitions were signed by Rebecca Weiss Glasow, member. The Debtors are represented by Randy Nussbaum, Esq., at Nussbaum Gillis & Dinner, P.C. The cases are assigned to Judge Madeleine C. Wanslee. Paradise Medspa PLLC estimated assets at $50,000 to $100,000 and liabilities at $1 million to $10 million. Paradise Medspa & Wellness PLLC estimated both assets and liabilities at $0 to $50,000. PAROLE BESTGATE: Can Use Elizon DB Cash Collateral Until Feb. 28 ---------------------------------------------------------------- Judge David E. Rice of the U.S. Bankruptcy Court for the District of Maryland authorized Parole Bestgate LLC to use cash collateral until February 28, 2017. Elizon DB Transfer Agent LLC asserts that it has a valid perfected first priority lien on the Collateral. The Debtor is indebted to Elizon DB in the principal amount of $6,946,849 as of October 15, 2016, plus accrued interest and attorneys' fees. The Debtor granted Elizon DB first priority security interests and liens in leases, rents, income, profits, and contracts. The approved budget covers the period from December 1, 2016 through February 28, 2017, and provides total operating disbursements in the aggregate sum of $133,486. The Debtor was directed to make monthly payments of $13,000 to Elizon DB, which amounts may be applied to obligations owed under the Loan Documents at Elizon DB's discretion. Elizon DB was granted a continuing, valid, binding, enforceable perfected post-petition security interest, in and to all assets of the Debtor, real or personal, whether currently existing or after acquired, and the proceeds of the foregoing. The Debtor was directed to maintain insurance at all times, in the form and to the extent required under the Loan Documents and, upon the request of Elizon DB, the Debtor will provide Elizon DB with proof of such insurance. The Debtor's authority to use cash collateral will terminate upon the earlier of: (a) February 28, 2017; (b) entry by the Court of an order denying authorization to use the Cash Collateral; or (c) an Event of Default as follows: (i) use or transfer of Cash Collateral in excess of the amounts permitted under the Budget, the Order, or for purposes not specifically authorized under the Budget; (ii) entry of an order providing for the conversion of this case to a chapter 7 case or for dismissal thereof; (iii) lapse of adequate loss insurance on the Collateral; and (iv) material failure to keep or observe any other provision of the Order. A full-text copy of the Consent Order, dated January 10, 2017, is available at https://is.gd/9589uv Elizon DB Transfer Agent LLC is represented by: David G. Sommer, Esq. Anatoly Smolkin, Esq. GALLAGHER EVELIUS & JONES LLP 218 N. Charles Street, Suite 400 Baltimore, MD 20201 About Parole Bestgate LLC Parole Bestgate LLC owns and operates a commercial office building located in Annapolis, Maryland. James Joseph Sokolis filed an involuntary Chapter 11 petition for Parole Bestgate LLC (Bankr. D. Md. Case No. 16-11840) on Feb. 17, 2016. The case is assigned to Judge David E. Rice. On March 29, 2016, the Court entered an Order for relief in the Chapter 11 case. The Debtor is represented by Michael J. Lichtenstein, Esq. and Megan A. Raker, Esq., at Shulman, Rogers, Gandal, Pordy & Ecker, P.A., of Potomac, Maryland. PEABODY ENERGY: Newport Buying DTA Ownership Interest for $10M -------------------------------------------------------------- Peabody Energy, Corp., and affiliates ask the U.S. Bankruptcy Court for the Eastern District of Missouri to authorize bidding procedures in connection with the sale by James River Coal Terminal, LLC and Peabody Terminal, LLC, of their 37.5% ownership interest in Dominion Terminal Associates ("DTA") to Newport News Terminal Associates, LLC, for $10,000,000, subject to overbid. A hearing on the Motion is set for Jan. 26, 2017 at 10:00 a.m. The objection deadline is Jan. 19, 2017. The Debtor Sellers own an aggregate 37.5% share in DTA. DTA is a Virginia general partnership. DTA operates a coal export and ground storage facility at the Port of Hampton Roads on the East Bank of the James River in Newport News, Virginia. DTA exports coal primarily to Asian, European and South American markets. Prior to the filing of the Motion, and beginning approximately in September 2016, the Debtors' investment banker, Lazard Freres & Co., LLC, marketed the Asset with the goal of obtaining a Stalking Horse Bid ("Initial Marketing Process"). The Initial Marketing Process included: (a) reaching out to 32 potential bidders, (b) the execution of 10 confidentiality agreements that allowed the Debtors and Lazard to share pertinent information regarding the asset to potential bidders and (c) the receipt of four initial offers. As part of the Initial Marketing Process, Lazard contacted each other entity ("DTA Partners") that also owns an interest in DTA. One of DTA Partners executed a confidentiality agreement and received the bidding information. The other DTA Partner chose not to participate in the sale process. Neither DTA Partner submitted any offer for the Asset. At the conclusion of the Initial Marketing Process, the Debtors determined the Stalking Horse Bidder had submitted the highest and best bid for the Asset to date. The Debtors propose to conduct the sale of the Asset through the Bidding Procedures to ensure that their estates realize the maximum value for the Asset. To optimally and expeditiously solicit, receive and evaluate bids in a fair and accessible manner, the Debtors have developed the Bidding Procedures to govern the Sale Process. The Debtors request that the Court approve the proposed Sale Process and the Bidding Procedures. The material terms of the Bidding Procedures are: a. The Stalking Horse Bidder has placed a "Stalking Horse Bid"to acquire the Asset pursuant to that certain Asset Purchase Agreement dated Jan. 12, 2017. The Stalking Horse Bid will be subject to higher and better offers to acquire the Asset. To facilitate a competitive, value-maximizing Sale, the Debtor Sellers are requesting authority, in the exercise of their business judgment and in accordance with the Bidding Procedures, to offer the Stalking Horse Bidder a Break-Up Fee of $200,000 or 2% of the Stalking Horse Bid and reimbursement of the Stalking Horse Bidder's reasonable fees and expenses in an amount no greater than $150,000 ("Expense Reimbursement") ("Bid Protections"). b. Bid Deadline: March 2, 2017 at 4:00 p.m. (CT) c. Good Faith Deposit: At least 10% of the purchase price proposed in the Qualified APA. d. Contain a written statement that the Bidder agrees to be bound by the terms of the Bidding Procedures and the Bidding Procedures Order and include a commitment that the Bidder will (a) commence and complete all filings with respect to necessary government and other approvals within 3 days following the entry of the Sale Order and (b) consummate the purchase of the Asset by April 15, 2017. e. The Debtors may extend the Bid Deadline until the start of any Auction for one or more bidders without further notice. f. Notice of Qualified Bidders: A Bid that satisfies each of the Bid Requirements, as determined in the Debtors' reasonable business judgment, will constitute a "Qualified Bid" by a "Qualified Bidder." The Debtors will notify each Qualified Bidder that such party is a Qualified Bidder within 2 days after the Bid Deadline. g. Auction: In the event the Debtors receive more than one Qualified Bid, there will be an Auction on March 6, 2017 at 10:00 a.m. (E) at Jones Day, 901 Lakeside Avenue, Cleveland. The Stalking Horse APA will serve as the "Baseline Bid" at the commencement of the Auction. h. Minimum Overbid: An amount no less than $450,000 greater than the total consideration contained in the Stalking Horse Bid. i. Incremental Bid Amount: Subject to the Minimum Overbid, Qualified Bidders will submit successive bids in increments to be determined by the Debtors at the Auction. j. Proceeds: All valid and properly perfected liens against the Asset will attach to the net proceeds of the Sale. k. No Qualified Bids: If the Debtors do not receive any Qualified Bids with respect to the Asset, other than the Stalking Horse Bid, the Debtors will report the same to the Court and promptly proceed to seek the entry of the appropriate orders approving the sale to the Stalking Horse Bidder. To incentivize the Stalking Horse Bidder to complete the Stalking Horse APA and to serve as Stalking Horse Bidder, the Debtors have determined, in an exercise of their sound business judgment, to provide the Stalking Horse Bidder with the Bid Protections in the event that the Stalking Horse Bidder is not the Successful Bidder at the auction. Accordingly, the Debtors ask the Court to authorize them to pay the Stalking Horse Bidder the Break-Up Fee and the Expense Reimbursement in accordance with the terms of the Stalking Horse APA. To facilitate the Sale and the assumption and assignment of the executory contracts and unexpired leases to be assumed and assigned to the Successful Bidder(s) ("Assumed and Assigned Contracts"), the Debtors propose to serve the Assumption and Assignment Notice as soon as practicable after the entry of the Bidding Procedures Order. The Debtors request that the Court approve the procedures for fixing any cure amounts owed in connection with the Assumed and Assigned Contracts. The Debtors submit that it is an exercise of their sound business judgment to assume and assign the Assumed and Assigned Contracts to the purchaser in connection with the Sale, and the assumption, assignment and sale of Assumed and Assigned Contracts is in the best interests of the Debtors, their estates and their creditors. Accordingly, the Court should authorize the Debtor Sellers to assume and assign the Assumed and Assigned Contracts as set forth. The Debtors believe that the Bidding Procedures provide a framework for the sale of the Asset that will enable the Debtors to review, analyze and compare, in a relatively uniform fashion, all offers received to determine which offer is the highest or otherwise best and in the best interests of the Debtors' estates and creditors. Accordingly, the Debtors ask that the Court approve the Bidding Procedures. A copy of the APA and the Bidding Procedures attached to the Motion is available for free at: http://bankrupt.com/misc/Peabody_Energy_1964_Sales.pdf As soon as is practicable following the conclusion of the Auction, the Debtors will file the definitive purchase and sale agreement for the Successful Bid. The Debtors intend to present the Successful Bid(s) to the Court at the Sale Hearing. The Debtors will be deemed to have accepted a Bid only when the Bid has been approved by the Court at the Sale Hearing. Upon the failure to consummate the Sale after the Sale Hearing because of the occurrence of a breach, default or termination by the proposed purchaser under the terms of the Successful Bid, the Backup Successful Bid will be deemed the Successful Bid without further order of the Court, and the parties will be authorized to consummate the transaction contemplated by the Backup Successful Bid. Following the approval of the Successful Bid(s) at the Sale Hearing, the Debtor Sellers will be authorized to take any and all actions necessary and appropriate to facilitate the Closing of the Sale and implement the transactions contemplated by the Successful Bid(s). All objections to the relief requested in the proposed Bidding Procedures Order (including any objection that the Assigned Contracts may not be assumed and assigned by the Debtor Sellers to the Successful Bidder due to any right of first refusal, consent right or other similar restriction) must be submitted on Jan. 19, 2017 at 4:00 p.m. (CT). All objections to the Sale, the assumption and assignment of the Assumed and Assigned Contracts (other than any objection that the Assigned Contracts may not be assumed and assigned by the Debtor Sellers to the Successful Bidder due to any right of first refusal, consent right or other similar restriction) and any other relief requested in the Motion other than the relief granted by the Court in the Bidding Procedures Order, must be submitted on March 2, 2017 at 4:00 p.m. Because of the potentially diminishing value of the Asset, the Debtor Sellers must close the sale free and clear of all liens, claims, interests and encumbrances promptly after all closing conditions have been met or waived. Accordingly, the Debtors ask the Court that the 14-day stay period be eliminated to allow a sale or other transaction to close immediately where there has been no objection to the procedure. The Purchaser: Ernie L. Thrasher, CEO NEWPORT NEWS TERMINAL ASSOCIATES, LLC One Energy Place, Suite 9000 Latrobe, PA 15650 E-mail: ernie.thrasher@xcoal.com The Purchaser is represented by: Bradley E. Smith, Esq. MCCANN GARLAND RIDALL & BURKE 816 Ligonier Street, Suite 600 Latrobe, PA 15650 E-mail: bsmithmgrb@comcast.net - and - Charlie Carpenter, Esq. David Hammerman, Esq. LATHAM & WATKINS LLP 885 Third Avenue New York, NY 10022 Facsimile: (212) 751-4864 E-mail: charlie.carpenter@lw.com david..hammerman@lw.com 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. PELICAN INLET: Disclosure Statement Conditionally Approved ----------------------------------------------------------- Judge Caryl E.Delano of the U.S. Bankruptcy Court for the Middle District of Florida issued an order conditionally approving the disclosure statement filed by Pelican Inlet Aqua Farms, Inc. Any written objections to the disclosure statement must be filed with the Court and served no later than seven days prior to the date of the hearing on confirmation. 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 Feb. 22, 2017 at 11:00 a.m. in Ft. Myers, FL - Room 4-117, Courtroom E, U.S Courthouse, 2110 First Street. Parties in interest must submit their written ballot accepting or rejecting the plan no later than 8 days before the date of the Confirmation Hearing. Objections to confirmation must be filed no later than seven days before the date of the Confirmation Hearing. The Plan Proponent must file a ballot tabulation no later than 96 hours prior to the time set for the Confirmation Hearing. About Pelican Inlet Aqua Farms Pelican Inlet Aqua Farms, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M. D. Fla. Case No. 15-07446) on July 20, 2015. The petition was signed by William Edwin Connery, president. At the time of the filing, the Debtor disclosed $4.3 million in assets and $3.7 million in liabilities. PENN GAMING: Moody's Assigns B2 Rating to New $400MM Unsec. Notes ----------------------------------------------------------------- Moody's Investors Service assigned a B2 rating to Penn National Gaming, Inc.'s (Penn) proposed $400 million senior unsecured notes due 2027. Proceeds from the note offering will be used to fund the refinancing of the company's existing $300 million senior unsecured notes. Penn has a Ba3 Corporate Family Rating, Ba3-PD Probability of Default Rating, and a Ba2 rating on its senior secured credit facilities. The company also has an SGL-2 Speculative Grade Liquidity rating and a stable rating outlook. "The B2 rating on Penn's proposed senior unsecured notes considers the significant amount of senior secured debt that will be ahead of it in the company's pro forma debt capital structure," stated Keith Foley, a Senior Vice President at Moody's. "This note offering follows the Penn's recent announcement that it is in the process of refinancing its existing credit facilities with $1.5 billion of new credit facilities," added Foley. Penn's proposed bank and note refinancing is largely neutral in terms of total debt amount, however it is a credit positive in that it will extend the company's nearest funded debt maturity out to 2022 from 2018," added Foley. Penn commenced a cash tender offer for any and all of the $300 million aggregate outstanding principal amount of its 5.875% senior unsecured notes due 2021. The company also called these existing notes for redemption and intends to redeem any notes not tendered with proceeds from its new credit facilities and senior note offerings. The following summarizes the rating action: Assignments: Issuer: Penn National Gaming, Inc. Senior Unsecured Regular Bond/Debenture, Assigned B2 (LGD5) RATING RATIONALE Penn's Ba3 Corporate Family Rating is supported by its large size in terms of revenue, high level of geographic diversification, Moody's stable US gaming industry outlook, and the operating and financial benefits Moody's believes are available to Penn through the company's relationship with Gaming & Leisure Properties, Inc. (GLPI, Ba1 stable), a real estate investment trust. Penn benefits from its relationship with GLPI in that it can present opportunities for Penn to secure management contracts from new assets at GLPI. Key credit concerns include Penn's high leverage. While Moody's expects that leverage will continue to improve, Moody's believes it will remain above 5.0 times in the foreseeable future, a level considered high for a Ba3 Corporate Family Rating. Penn's debt/EBITDA for the 12-month period ended September 30, 2016 was slightly above 6.0 times. Other concerns include the long-term fundamental challenges facing regional gaming companies related to consumer entertainment preferences and US population demographics that Moody's believes will continue to move in a direction that does not favor traditional casino-style gaming. The stable rating outlook considers Moody's expectation that Penn will apply its free cash flow in a manner that will enable the company to achieve and maintain its publically stated debt/EBITDA leverage target of between 5.0 times and 5.5 times. An upgrade would require that Penn demonstrate the ability and willingness to achieve and maintain debt/EBITDA below 5.0 times. A downgrade could occur if Moody's believes Penn's debt/EBITDA will rise and be maintained above 6.0 times for any reason. Penn National Gaming, Inc. owns, operates twenty-seven facilities in seventeen jurisdictions, including Florida, Illinois, Indiana, Kansas, Maine, Massachusetts, Maryland, Mississippi, Missouri, Nevada, New Jersey, New Mexico, Ohio, Pennsylvania, Texas, West Virginia, and Ontario. Net revenue for the latest 12-month period ended September 30, 2016 was about $3.0 billion. PENN NATIONAL: S&P Assigns 'B+' Rating on New $400MM Unsec. Notes ----------------------------------------------------------------- S&P Global Ratings assigned its 'B+' issue-level rating to Wyomissing, Pa.–based gaming operator Penn National Gaming Inc.'s proposed $400 million senior unsecured notes due 2027. The recovery rating is '3', indicating S&P's expectation for meaningful recovery (50%-70%; upper half of the range) for noteholders in the event of a payment default. Penn National plans to use the proceeds of the notes issuance, along with proceeds from its previously proposed $1.5 billion credit agreement, to refinance the company's existing credit facilities and unsecured notes. All other ratings, including S&P's 'B+' corporate credit rating, are unchanged. RECOVERY ANALYSIS Key analytical factors: S&P assigned its 'B+' issue-level and '3' recovery rating to Penn National's proposed $400 million senior unsecured notes due 2027. The '3' recovery rating reflects S&P's expectation for meaningful (50%-70%; upper half of the range) recovery for noteholders in the event of a payment default. S&P also recently assigned its 'BB' issue-level and '1' recovery rating to Penn National's proposed $1.5 billion senior secured credit facility. The '1' recovery rating reflects S&P's expectation for very high (90% to 100%) recovery for lenders in the event of a payment default. S&P's simulated default scenario contemplates a default in 2021 driven by prolonged economic weakness, significantly greater competitive pressures in the company's various markets, and a sharply reduced interest in gaming as a form of entertainment. In addition, S&P believes the large fixed rent payment to GLPI reduces operating flexibility, potentially leading to greater cash flow volatility. S&P assumes a reorganization at default and that the revolver is 85% drawn at the time of default. Simulated default assumptions: -- Year of default: 2021 -- EBITDA at emergence: $259 mil. -- EBITDA multiple: 6.5x Simplified waterfall: -- Net enterprise value (after 5% admin. costs): $1.60 bil. -- Secured debt: $1.34 bil. -- Recovery expectation: 90% to 100% -- Senior unsecured debt: $412 mil. -- Recovery expectation: 50% to 70% (upper half of the range) RATINGS LIST Penn National Gaming Inc. Corporate Credit Rating B+/Stable/-- New Rating Penn National Gaming Inc. Senior Unsecured $400 mil. notes due 2027 B+ Recovery Rating 3H PETROQUEST ENERGY: MacKay Shields Holds 7.7% Stake as of Dec. 31 ---------------------------------------------------------------- MacKay Shields LLC disclosed in an amended Schedule 13G filed with the Securities and Exchange Commission that as of Dec. 31, 2016, it beneficially owns 1,633,296 shares of common stock of PetroQuest Energy Inc. representing 7.71 percent of the shares outstanding. A full-text copy of the regulatory filing is available for free at https://is.gd/bcbSp3 About PetroQuest PetroQuest Energy, Inc., is an independent energy company engaged in the exploration, development, acquisition and production of oil and natural gas reserves in East Texas, Oklahoma, South Louisiana and the shallow waters of the Gulf of Mexico. PetroQuest's common stock trades on the New York Stock Exchange under the ticker PQ. In its quarterly report for the period ending June 30, 2016, the Company stated, "Our substantially decreased level of capital spending has had and is expected to continue to have a negative impact on our production and cash flow from operating activities. We expect production to continue to decline throughout 2016 and when combined with current commodity prices and our existing cost structure, including 10% interest expense on the $280 million of debt represented by our 2017 Notes and 2021 Notes, we believe that we will continue to incur significant losses and negative cash flow from operating activities for the remainder of 2016. In addition, $136 million of the indebtedness represented by our 2017 Notes will mature on September 1, 2017 and would be reflected as a current liability on our September 30, 2016 balance sheet if not refinanced prior to the filing of our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2016, which would raise substantial doubt about our ability to continue as a going concern," the Company stated in its quarterly report for the period ended June 30, 2016. "We are evaluating additional sources of liquidity including asset sales, joint ventures, exchange offers and alternative financing arrangements to replace the Credit Agreement, but there is no assurance that these sources will provide sufficient, if any, incremental liquidity. We are also evaluating various options to address the September 2017 maturity of our 2017 Notes as well as assessing our overall capital structure. These options include additional public or private exchanges of 2017 Notes for new secured debt and/or common stock, refinancing the 2017 Notes with unsecured debt and/or common stock as well as a broader restructuring of our 2017 and 2021 Notes. To assist the Board of Directors and management team in evaluating these options, we have retained Jefferies LLC and Seaport Global as our financial advisors and Porter Hedges LLP as our legal advisor. There is no assurance that any refinancing or debt or equity restructuring will be possible or that additional equity or debt financing can be obtained on acceptable terms, if at all. If we are unable to improve our liquidity position, and refinance or restructure our debt, we may seek bankruptcy protection to continue our efforts to restructure our business and capital structure. As a part of that process, we may have to liquidate our assets and may receive less than the value at which those assets are carried on our consolidated financial statements." As of Sept. 30, 2016, Petroquest had $174.4 million in total assets, $411.2 million in total liabilities and a total stockholders' deficit of $236.8 million. * * * PetroQuest Energy carries a 'Caa3' corporate family rating from Moody's Investors Service. In October 2016, S&P Global Ratings raised the corporate credit rating on PetroQuest Energy Inc. to 'CCC' from 'SD'. "The upgrade reflects our reassessment of the company's corporate credit rating following the exchange of the majority of its outstanding 10% senior unsecured notes due September 2017 at par," said S&P Global Ratings credit analyst Daniel Krauss. The negative outlook reflects the company's current debt leverage levels, which S&P views to be unsustainable, as well as its less than adequate liquidity position. PIONEER BREAKER: Can Continue Using JPMorgan Cash Collateral ------------------------------------------------------------ Judge Tony M. Davis of the U.S. Bankruptcy Court for the Western District of Texas authorized Pioneer Breaker & Control Supply, Co., to continue using JP Morgan Chase Bank, NA's cash collateral, on an interim basis. Judge Davis acknowledged that the Debtor's use of cash collateral will prevent substantial harm to the Debtor's estate, as it will minimize disruption of the Debtor's business and operations, will permit the Debtor to meet its operating expenses, and will allow the Debtor to obtain needed inventory and otherwise operate its business. The Debtor was authorized to use Cash Collateral to pay actual expenses in accordance the approved Budget, which projects total operating expenses at $337,012 for the period January 4, 2017 through April 7, 2017. The Debtor's authorization to use Cash Collateral includes retroactive approval of payment of the items indicated as already paid and approved by the Court, and the items that were paid on or prior to the date January 4, 2017, which expenditures totaled $62,914. JP Morgan holds perfected security interests and liens in all or substantially all of the Debtor's property, including, but not limited to all of the Debtor's rights, title and interests in all accounts, accounts receivable derived from or are used in connection with the property of the Debtor, as well as all of the Debtor's rights, title and interests in all inventory, machinery, instruments, notes, equipment, furniture, furnishings, and fixtures. The Debtor was directed to provide JP Morgan with a written accounting of all expenses and receipts on a monthly basis. The Debtor was also directed to provide to JP Morgan with the reports and information specified in the prepetition agreements between the parties at the times such report and information are required to be provided, access to the Debtor's books, records, and management personnel upon reasonable request during normal business hours. JP Morgan was granted valid, perfected, and enforceable replacement security interests in and liens, to the same extent and priority as its pre-petition liens, upon all categories of property of the Debtor and its estate, upon which JP Morgan held valid, perfected and enforceable prepetition liens, security interests, and all proceeds, rents, products, or profits thereof, including, without limitation, the Collateral owned by the Debtor as of the Petition Date. In addition, the Debtor will pay JP Morgan on the first day of the month, the payment due under the JP Morgan secured note, which payment is variable each month, in the approximate amount of $4,100. Judge Davis held that to the extent the hold on the Debtor's Paypal account funds had not been removed, Paypal was directed to release to the Debtor any pre- and post- chapter 11 payments/credits held by Paypal currently or in the future, and due to the Debtor, whether created before or after Debtor's September 21, 2016 chapter 11 petition was filed. Paypal was further directed to release such funds whether or not New Era Lending, LLC authorizes such release or hold removal. The Debtor was ordered to pay New Era monthly adequate protection payments in the amount of $300. New Era was granted valid, perfected, and enforceable replacement security interests in and liens, to the same extent and priority as its pre-petition liens, upon all categories of property of the Debtor and its estate, whether now existing of hereafter acquired or arising, upon which New Era held valid, perfected and enforceable prepetition liens, security interests, and all proceeds, rents, products, or profits thereof, owned by Debtor as of the Petition Date. A full-text copy of the Agreed Order, dated January 5, 2017, is available at https://is.gd/SRN9SE About Pioneer Breaker & Control Supply, Co. Pioneer Breaker & Control Supply, Co. filed a Chapter 11 petition (Bankr. W.D. Tex. Case No. 16-11095), on Sept. 21, 2016. The petition was signed by Elod Tamas Toldy, president. The case is assigned to Judge Tony M. Davis. The Debtor is represented by William T. Peckham, Esq., at the Law Office of William T. Peckham. At the time of filing, the Debtor disclosed $501,000 in total assets and $1.58 million in total liabilities. The Debtor engaged Bradley R. McGrew, CPA as accountant. PIONEER CARRIERS: Taps Baker & Associates as Legal Counsel ---------------------------------------------------------- Pioneer Carriers, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire legal counsel in connection with its Chapter 11 case. The Debtor proposes to hire Baker & Associates to give legal advice regarding its duties under the Bankruptcy Code, assist in the preparation of a bankruptcy plan, and provide other legal services. The hourly rates charged by the firm are: Reese Baker $450 Karen Rose $300 Ryan Lott $275 Richard Brady $450 Paralegals $125 - $150 Reese Baker, Esq., the attorney designated to represent the Debtor, disclosed in a court filing that he is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. Baker & Associates can be reached through: Reese W. Baker, Esq. Baker & Associates 5151 Katy Freeway, Suite 200 Houston, TX 77002 Phone: (713) 869-9200 Fax: (713) 869-9100 Email: courtdocs@bakerassociates.net About Pioneer Carriers Pioneer Carriers, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S. D. Texas Case No. 16-36356) on December 12, 2016. The petition was signed by Pedro Lagos, president. The case is assigned to Judge Jeff Bohm. At the time of the filing, the Debtor estimated its assets and liabilities at $1 million to $10 million. PRESTIGE BRANDS: S&P Affirms 'B+' CCR, Off CreditWatch Negative --------------------------------------------------------------- S&P Global Ratings affirmed its 'B+' corporate credit rating on Tarrytown, N.Y.-based Prestige Brands Inc. The outlook is negative. At the same time, S&P removed all its issue-level ratings from CreditWatch, where S&P placed them with negative implications on Dec 23, 2016. S&P assigned its 'BB-' issue-level rating to the proposed $740 million senior secured term loan. The recovery rating is '2', reflecting S&P's expectation for substantial (70% to 90%, higher end of the range) recovery in the event of a payment default. S&P lowered its issue-level rating on the existing senior secured debt to 'BB-' from 'BB'. The recovery rating is revised to '2' from '1', reflecting S&P's expectation of substantial (70% to 90%, higher end of the range) recovery in the event of a payment default. S&P also lowered its issue-level rating on the existing senior unsecured debt to 'B-' from 'B'. The recovery rating is revised to '6' from '5', reflecting S&P's expectation for negligible (0% to 10%) recovery in the event of a payment default. Despite higher debt levels and weaker credit measures, the corporate credit rating affirmation reflects S&P's view that Prestige Brands will successfully integrate the Fleet acquisition and apply free cash flow for debt reduction to improve its credit protection measures over the next two to three years. This includes S&P's forecast for leverage to decline to the mid-5x area by the end of fiscal-year 2018 (ending March 31) from the low-6x area pro forma the Fleet transaction. The negative outlook reflects the deterioration of Prestige Brands' credit metrics because of its proposed acquisition of Fleet. S&P estimates pro forma adjusted debt to EBITDA will increase to the low-6x area from 4.9x currently. S&P could still lower the ratings if the integration does not proceed as planned or if credit measures do not strengthen over the next year. This could occur if sales are weaker than expected despite increased brand spending, which S&P believes could result in reduced cash flow generation and leverage remaining around 6x. "We lowered the ratings and revised our recovery ratings on Prestige's debt because of the increased debt levels. The negative outlook reflects the higher debt levels and weaker credit measures that will result from Prestige Brands' proposed acquisition of Fleet. We forecast debt to EBITDA in the low-6x area pro forma for the transaction. We expect the company to apply free cash flow for debt reduction to improve its credit measures, including debt to EBITDA in the mid-5x area by the end of fiscal 2018. We could lower the rating if the integration does not proceed as planned or if credit measures do not strengthen over the next year. This could occur if sales are weaker than expected despite increased brand spending, which we believe could result in reduced cash flow generation and leverage remaining around 6x," S&P said. S&P will consider revising its outlook to stable if profitability remains solid and the company applies free cash flow to debt reduction such that credit measures strengthen, including improving debt to EBITDA to below 5.5x and trending toward 5x. RADIOSHACK CORP: Former Lender Starts Firm to Bet on Retail Turmoil ------------------------------------------------------------------- Lauren Coleman-Lochner, writing for Bloomberg News, reported that a former lender to RadioShack Corp. and a one-time chief executive officer of Frederick's of Hollywood are teaming up to provide a new source of funding to retailers, aiming to capitalize on upheaval at shopping malls. According to the report, Andy Moser and Thomas J. Lynch, two industry veterans, are starting a Boston-based firm called Scargo Hill Capital that will make asset-based loans to consumer companies. The founders expect to work with emerging businesses that may not be able to get a loan from a traditional bank, in addition to providing a lifeline to struggling chains, the report related. Retail dislocation, spurred in part by the rise of e-commerce, has created opportunities for new lenders to step in, the report further related. A decline in mall traffic has left many chains fighting to survive, and yet, many have brands that still resonate with consumers and could live on with the right support, the report said. With consumer spending habits changing so rapidly, "there's plenty of turmoil in the market for us to focus on," Moser said in an interview, the report added. While asset-based lending has tended to focus on distressed companies, emerging retailers often have similar profiles, Moser said, the report related. They lack a history of solid financial performance but need capital to expand their businesses, the report said. Scargo Hill also will target loans to smaller suppliers and merchants that have been getting squeezed by consolidation, he said, the report added. About RadioShack Corporation Headquartered in Fort Worth, Texas, RadioShack was a retailer of mobile technology products and services, as well as products related to personal and home technology and power supply needs. RadioShack's retail network includes more than 4,300 company- operated stores in the United States, 270 company-operated stores in Mexico, and approximately 1,000 dealer and other outlets worldwide. RadioShack Corp. and affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 15-10197) on Feb. 5, 2015, disclosing total assets of $1.2 billion, versus total debt of $1.3 billion. David G. Heiman, Esq., Greg M. Gordon, Esq., Amanda M. Suzuki, Esq., Jonathan M. Fisher, Esq., Thomas A. Howley, Esq., and Paul M. Green, Esq., at Jones Day served as the Debtors' bankruptcy counsel. David M. Fournier, Esq., Evelyn J. Meltzer, Esq., and John H. Schanne, II, Esq., at Pepper Hamilton LLP served as co-counsel. Carlin Adrianopoli at FTI Consulting, Inc. is the Debtors' restructuring advisor. Maeva Group, LLC, is the Debtors' turnaround advisor. Lazard Freres & Co. LLC is the Debtors' investment banker. A&G Realty Partners is the Debtors' real estate advisor. Prime Clerk is the Debtors' claims and noticing agent. The Official Committee of Unsecured Creditors tapped Quinn Emanuel Urquhart & Sullivan, LLP and Cooley LLP as co-counsel, and Houlihan Lokey Capital, Inc., as financial advisor and investment banker. * * * After an auction in March 2015, the Debtors sold most of the assets to General Wireless, Inc., an entity formed by Standard General, L.P., for $150 million. The Debtors also sold Mexican assets to Office Depot de Mexico, S.A. de C.V., for $31.8 million plus the assumption of debt. Regal Forest Holding Co. Ltd. bought the Debtors' intellectual property assets in Latin America for a purchase price of $5,000,000. In June 2015, the Debtors changed their name to RS Legacy Corporation, et al., following the sale of the Company's brand name and customer data to General Wireless. The bankruptcy judge on Oct. 2, 2015, issued an order confirming the first amended joint plan of liquidation of the Debtors. The centerpiece of the Plan is the resolution of various disputes among the Debtors, the Creditors' Committee and the SCP Secured Parties. The Plan was declared effective on Oct. 7, 2015. RENNOVA HEALTH: Sabby Healthcare Reports 3.8% Stake as of Dec. 31 ----------------------------------------------------------------- In an amended Schedule 13G filed with the Securities and Exchange Commission, Sabby Healthcare Master Fund, Ltd. and Sabby Volatility Master Fund, Ltd., disclosed that they beneficially own 2,250,705 and 1,526,586 shares of Rennova Health's common stock, respectively, representing approximately 3.87% and 2.63% of the Common Stock, respectively, as of Dec. 31, 2016. Sabby Management, LLC and Hal Mintz each beneficially own 2,899,752 shares of the Common Stock, representing approximately 4.99% of the Common Stock. Sabby Management, LLC and Hal Mintz do not directly own any shares of Common Stock, but each indirectly owns 2,899,752 shares of Common Stock. Sabby Management, LLC, a Delaware limited liability company, indirectly owns 2,899,752 shares of Common Stock because it serves as the investment manager of Sabby Healthcare Master Fund, Ltd. and Sabby Volatility Warrant Master Fund, Ltd., Cayman Islands companies. Mr. Mintz indirectly owns 2,899,752 shares of Common Stock in his capacity as manager of Sabby Management, LLC. A full-text copy of the regulatory filing is available at: https://is.gd/14qFLS About Rennova Rennova Health, Inc., is a vertically integrated provider of a suite of healthcare related products and services. Its principal lines of business are diagnostic laboratory services, and supportive software solutions and decision support and informatics operations services. The Company reported a net loss attributable to the Company's common shareholders of $36.4 million for the year ended Dec. 31, 2015, following net income attributable to the Company's common shareholders of $2.81 million for the year ended Dec. 31, 2014. As of Sept. 30, 2016, Rennova Health had $10.19 million in total assets, $20.23 million in total liabilities and a total stockholders' deficit of $10.03 million. The Company said in its annual report for the year ended Dec. 31, 2015, that "Although our financial statements have been prepared on a going concern basis, we have recently accumulated significant losses and have negative cash flows from operations, which raise substantial doubt about our ability to continue as a going concern. "If we are unable to improve our liquidity position we may not be able to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments that might result if we are unable to continue as a going concern and, therefore, be required to realize our assets and discharge our liabilities other than in the normal course of business which could cause investors to suffer the loss of all or a substantial portion of their investment." RESCUE ONE: Seeks Authorization to Use IRS Cash Collateral ---------------------------------------------------------- Rescue One Ambulance seeks authorization from the U.S. Bankruptcy Court for the Central District of California for the emergency use of the cash collateral of the Internal Revenue Service. The Debtor does not own any real property, and generates income from its transportation business. The Debtor relates that its business is its primary asset, which is currently well-managed and generating a positive cash flow. The principal liability of the Debtor is its obligation owed to the IRS for unpaid taxes in the secured amount of approximately $659,391 and unsecured amount of approximately $127,275. The Debtor's recent operating results and future projections indicate that it will continue and improve over the next year, providing ample adequate protection to the interest of the IRS. Nonetheless, the Debtor agrees to make adequate protection payments to the IRS while the Debtor formulates its Chapter 11 Plan of reorganization. The Debtor's proposed six-month Budget projects total operating expenses of $1,051,702 for the period from January 2017 through June 2017. The Debtor asserts that it should be authorized to use cash collateral because its continued operations and the concomitant use of cash collateral will preserve the value of the cash collateral and of the business which will be beneficial to the estate and the IRS. The Debtor tells the Court that its next payroll is due on January 13, 2017, and in the event that wages are not timely paid, it will result in an immediate shortage in staff and an irreversible adverse impact on the Debtor's revenue, which will possibly jeopardize the Debtor's plan of reorganization, and eventually result in irreparable reputational damage and asset values. The Debtor further tells the Court that its business requires that it must provide its clients with the highest quality of service due to the competitive nature of the ambulance transportation business. As such, the Debtor must pay its employees and daily operating expense on a timely basis in order to retain its clients and bring in additional revenue, which will ultimately be used in formulating a Chapter 11 plan of reorganization. A full-text copy of the Debtor's Motion, dated January 10, 2017, is available at https://is.gd/66nYzo About Rescue One Ambulance Rescue One Ambulance filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 17-10002), on January 1, 2017. The Petition was signed by Andrew Boulos, president. The case is assigned to Judge Barry Russell. The Debtor is represented by Michael Jay Berger, Esq. at the Law Offices of Michael Jay Berger. At the time of filing, the Debtor estimated assets at $100,000 to $500,000 and liabilities at $1 million to $10 million. The Debtor owns and operate Rescue One Ambulance which is located at 15540 Texaco Avenue, Paramount, CA 90723. The Debtor had a previously filed for Chapter 11 bankruptcy (Bankr. C.D. Cal. Case No. 16-12012) on February 18, 2016, which was dismissed on December 16, 2016. REVOLVE SOLAR: CED Objects To Disclosure Statement -------------------------------------------------- Consolidated Electrical Distributors, Inc., objects to the first amended joint disclosure statement explaining Revolve Solar (TX) Inc.'s plan. Among other things, CED argues that the amended disclosure statement fails to provide sufficient information regarding the future management of Debtors, including the amount of compensation to be paid to any insiders, directors, and/or officers of Debtors and the role those people will perform in exchange for any compensation. The amended disclosure statement also fails to disclose the basis for the disparate treatment of claims as between creditors of Revolve Solar (TX) or Revolve Solar (CA); by way of example, Class 2 creditors of Revolve Solar (CA) will be paid an estimated 8% of their claims while creditors of Revolve Solar (TX) will be paid an estimated 41% of their claims. Further, the amended disclosure statement fails to disclose the basis for the disparate treatment of claims as between General Unsecured Claims in the amount of greater than $20,000 and General Unsecured Claims in the amount $20,000 or less. The amended disclosure statement reflects that Revolve Solar (TX) estimates that creditors holding General Unsecured Claims in the amount of greater than $20,000 or less will receive payments in an estimated amount of 66% of their claims while creditors holding General Unsecured Claims in the amount of greater than $20,000 will receive payment in an estimated amount of 41% of their claims. Likewise, the Amended Disclosure Statement reflects that Revolve Solar (CA) estimates that creditors holding General Unsecured Claims in the amount of greater than $20,000 or less will receive payments in an estimated amount of 48% of their claims while creditors holding General Unsecured Claims in the amount of greater than $20,000 will receive payment in an estimated amount of 8% of their claims. For the foregoing reasons, CED respectfully requests that the Court sustain this objection and deny approval of the amended disclosure statement, and further requests that it be granted such other and further relief, general and special, at law or in equity, to which CED may show itself justly entitled. As previously reported by The Troubled Company Reporter, under the latest restructuring plan, creditors holding priority claims will be paid in full while unsecured creditors will receive a pro-rata share of monthly payments. A copy of the first amended disclosure statement is available for free at: https://is.gd/7EV8Dx CED is represented by: Lisa M. Norman, Esq. ANDREWS MYERS, P.C. 3900 Essex Lane, Suite 800 Houston, TX 77027 Tel: 713-850-4200 Fax: 713-850-4211 Email: Lnorman@andrewsmyers.com About Revolve Solar Revolve Solar, Inc. aka Revolve Solar LLC, Revolve Solar (TX) Inc., and Revolve Solar (CA) Inc. each filed chapter 11 petitions (Bankr. W.D. Tex. Case Nos. 16-10896, 16-10897, and 16-10899) on July 31, 2016. The petitions were signed by Tim Padden, president. The Debtors are represented by Joyce W. Lindauer, Esq., at Joyce W. Lindauer Attorney, PLLC. Revolve Solar, Inc. and Revolve Solar (TX) Inc.'s cases are assigned to Judge Tony M. Davis, while Revolve Solar (CA) Inc.'s case is assigned to Judge Christopher B. Mott. The Debtors each estimated assets and liabilities at $1 million to $10 million at the time of the filing. REVOLVE SOLAR: Fleet Staff Objects To Disclosure Statement ---------------------------------------------------------- Fleet Staff, Inc., doing business as Stark Talent objects to the first amended joint disclosure statement explaining the plan filed by Revolve Solar (TX) Inc and Revolve Solar (CA) Inc. dated Dec. 7, 2016. Fleet Staff contends that the amended disclosure statement fails to provide sufficient information regarding the future management of Debtors, including the amount of compensation to be paid to any insiders, directors, and/or officers of Debtors and the role those people will perform in exchange for any compensation. The amended disclosure statement also fails to disclose the basis for the disparate treatment of claims as between creditors of Revolve Solar (TX) or Revolve Solar (CA); by way of example, Class 2 creditors of Revolve Solar (CA) will be paid an estimated 8% of their claims while creditors of Revolve Solar (TX) will be paid an estimated 41% of their claims. Further, the amended disclosure statement fails to disclose the basis for the disparate treatment of claims as between General Unsecured Claims in the amount of greater than $20,000 and General Unsecured Claims in the amount $20,000 or less. The amended disclosure statement reflects that Revolve Solar (TX) estimates that creditors holding General Unsecured Claims in the amount of greater than $20,000 or less will receive payments in an estimated amount of 66% of their claims while creditors holding General Unsecured Claims in the amount of greater than $20,000 will receive payment in an estimated amount of 41% of their claims. Likewise, the amended disclosure tsatement reflects that Revolve Solar (CA) estimates that creditors holding General Unsecured Claims in the amount of greater than $20,000 or less will receive payments in an estimated amount of 48% of their claims while creditors holding General Unsecured Claims in the amount of greater than $20,000 will receive payment in an estimated amount of 8% of their claims. For the said reasons, Fleet Staff requests that the Court sustain this objection and deny approval of the amended disclosure statement, and further requests that it be granted such other and further relief, general and special, at law or in equity, to which CED may show itself justly entitled. As previously reported, under the latest restructuring plan, creditors holding priority claims will be paid in full while unsecured creditors will receive a pro-rata share of monthly payments. A copy of the first amended disclosure statement is available for free at: https://is.gd/7EV8Dx Fleet Staff is represented by: Karen E. Murray, Esq. CRADDOCK MASSEY LLP 1400 Post Oak Boulevard, Suite 640 Houston, TX 77056 Tel: 713-960-6400 Fax: 713-960-6401 Email: kmurray@craddockmassey.com About Revolve Solar Revolve Solar, Inc. aka Revolve Solar LLC, Revolve Solar (TX) Inc., and Revolve Solar (CA) Inc. each filed chapter 11 petitions (Bankr. W.D. Tex. Case Nos. 16-10896, 16-10897, and 16-10899) on July 31, 2016. The petitions were signed by Tim Padden, president. The Debtors are represented by Joyce W. Lindauer, Esq., at Joyce W. Lindauer Attorney, PLLC. Revolve Solar, Inc. and Revolve Solar (TX) Inc.'s cases are assigned to Judge Tony M. Davis, while Revolve Solar (CA) Inc.'s case is assigned to Judge Christopher B. Mott. The Debtors each estimated assets and liabilities at $1 million to $10 million at the time of the filing. RIDGEVILLE PLAZA: Can Use Cash Collateral Until Jan. 31 ------------------------------------------------------- James F. Schneider of the U.S. Bankruptcy Court for the District of Maryland authorized Ridgeville Plaza, Inc., to use SF IV Bridge IV, LP's cash collateral through Jan. 31, 2017. The approved Budget provided for total Master Expenses in the amount of $9,578 for each of the months of January and February, as well as total Building Expenses in the amount of $6,540 for January and $3,605 for February. SF IV Bridge IV asserts that it holds valid, enforceable, and allowable claims against the Debtor in the approximate amount of $15,129,311 in unpaid principal, interest and attorneys' fees. SF IV Bridge IV further asserts that it has first priority lies on 206 and 208 E. Ridgeville Boulevard, Mount Airy, Maryland 21771; 0.086 acres of land on Ridgeville Boulevard, Mount Airy, Maryland 21771 and 210 E. Ridgeville Boulevard, Mount Airy, Maryland 21771, except any unpaid accrued amounts owed to taxing authorities, together with the income, rents and profits from the Properties, as provided for in the Loan Documents. SF IV Bridge IV is permitted to deposit any and all rental payments related to the Properties and the Co-Debtor's properties encumbered by the Deed of Trust and currently in its possession, in the amount of $54,375. The rental payments were paid to the SF IV Bridge IV pursuant its prepetition exercise of its rights under the Loan Documents. SF IV Bridge IV was directed to credit the foregoing sum against the January 2017 adequate protection payment due to SF IV Bridge IV in the Budget and the budget attached to the Proposed Cash Collateral Consent Order filed by the Lender and the Co-Debtor in the Co-Debtor’s Case. SF IV Bridge IV was granted replacement liens upon and security interests in all of the properties and assets of the Debtor, including but not limited to, the prepetition collateral, collateral acquired by the Debtor post-petition, and the collateral described in the Loan Documents and the Court's Interim Cash Collateral Order. SF IV Bridge IV is also granted an administrative claim against the Debtor and the Debtor's bankruptcy estate, to the extent that its interest in the collateral is diminished as a result of the Debtor's use of the cash collateral. Judge Schneider ordered the Debtor to continue maintaining, with financially sound and reputable insurance companies, insurance in accordance with the Loan Documents. He further ordered the Debtor to make any and all payments necessary to keep the Properties in good repair and condition and not permit or commit any waste thereof, and pay all expenses associated with the Properties as required by the Court's Interim Cash Collateral Order. A full-text copy of the Interim Order, dated Jan. 9, 2017, is available at http://bankrupt.com/misc/RidgevillePlaza2016_1626944_23.pdf SF IV Bridge IV, LP is represented by: Douglas S. Walker, Esq. Adam M. Lynn, Esq. MCALLISTER, DETAR, SHOWALTER & WALKER 100 N. West Street Easton, MD 21601 E-mail: alynn@mdswlaw.com About Ridgeville Plaza Ridgeville Plaza, Inc., is a corporation formed in 1998 with principal place of business located in Carroll County, MD. It owns, leases and manages commercial real property located 206, 208 and 210 E. Ridgeville Boulevard, Mt. Airy, MD 21771. Ridgeville Plaza filed a Chapter 11 petition (Bankr. D. Md. Case No. 16-26944) on Dec. 30, 2016. The petition was signed by Frank Illiano, president. The case is assigned to Judge David E. Rice. The Debtor is represented by James Greenan, Esq., at McNamee, Hosea, et al. At the time of filing, the Debtor estimated assets at $0 to $50,000 and liabilities at $10 million to $50 million. RIVERWOOD GAS: Taps Orantes Law Firm as Legal Counsel ----------------------------------------------------- Riverwood Gas and Oil LLC seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire legal counsel in connection with its Chapter 11 case. The Debtor proposes to hire The Orantes Law Firm P.C. to give legal advice regarding its duties under the Bankruptcy Code, conduct examinations of witnesses and claimants, assist in the preparation of a bankruptcy plan, and provide other legal services. The hourly rates charged by the firm are: Giovanni Orantes $500 Associates $250 - $500 Paralegals $160 - $200 Giovanni Orantes, Esq., disclosed in a court filing that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Giovanni Orantes, Esq. The Orantes Law Firm P.C. 3435 Wilshire Blvd., Suite 2920 Los Angeles, CA 90010 Tel: (213) 389-4362 Fax: (877) 789-5776 Email: go@gobklaw.com About Riverwood Gas and Oil Riverwood Gas and Oil LLC is a corporation based in Corona, California. Its business is hydrocarbon exportation of bureau of land management leases in the Kern front production area of Bakersfield, California. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C. D. Calif. Case No. 16-25483) on November 23, 2016. The petition was signed by Joseph M. Hoats, CEO and President of Inviron, sole member of Riverwood. The case is assigned to Judge Neil W. Bason. At the time of the filing, the Debtor estimated its assets at $1 billion to $10 billion and debts at $50 million to $100 million. ROOMSTORES OF PHOENIX: Feb. 21 Plan Confirmation Hearing -------------------------------------------------------- Judge Daniel P. Collins of the U.S. Bankruptcy Court for the District of Arizona approved the disclosure statement explaining the joint Chapter 11 plan of liquidation dated Nov. 14, 2016, filed by The Roomstores of Phoenix, L.L.C., and the Official Committee of Unsecured Creditors. As previously reported by the Troubled Company Reporter, under the plan, General Unsecured Creditors will be paid without interest on a pro rata basis after all allowed administrative claims, allowed priority tax claims, and Class 1, Class 2(a), Class 2(b) deposit claims, and Class 3 have been paid in full. The initial distributions to unsecured creditors will be made 180 days after the Effective Date. In the event sufficient funds are available to pay all allowed claims in this class in full, the Liquidating Trustee will pay interest at a rate of 1% per annum. The Disclosure Statement is available at: http://bankrupt.com/misc/azb15-15898-550.pdf The initial hearing to consider the confirmation of the Plan will be held at the U.S. Bankruptcy Court, 230 North First Avenue, 6th Floor, Courtroom 603, Phoenix, Arizona 85003 on Feb. 21, 2017, at 1:30 p.m. Phoenix time. Only creditors who are entitled to vote may cast a ballot to accept or reject the Plan. These include Classes 2b, 3, 4, 5 and 6. The deadline for voting will be no later than Feb. 14, 2017 at 5:00 p.m. Phoenix time. The last day for filing and serving written objections to confirmation of the Plan is 5:00 p.m. Phoenix time on Feb. 14, 2017. About Roomstores of Phoenix The Roomstores of Phoenix, L.L.C., dba The Roomstore, is an Arizona limited liability company with its principal operations in Phoenix, Arizona. The Debtor was formed in 1993 to operate two furniture retail locations and grew such that on the Petition Date it operated a warehouse and eleven leased showrooms located throughout the Phoenix area, in Casa Grande and Prescott, Arizona. The Debtor's members on the Petition Date consisted of Alan Levitz (33.5%), Phil Levitz (33.5%), and Dan Selznick (33%). Phil Levitz passed away in early 2016 and the Debtor believes his estate has succeeded to his interest. The Debtor sought protection under Chapter 11 of the Bankruptcy Code in the District of Arizona (Phoenix) (Case 15-15898) on Dec. 18, 2015. The petition was signed by Alan Levitz, manager. The case is assigned to Judge Daniel P. Collins. The Debtor estimated both assets and liabilities in the range of $1 million to $10 million. SANTA ROSA ANIMAL: Can Use Bank of America Cash on Final Basis -------------------------------------------------------------- Judge Jerry C. Oldshue, Jr., of the U.S. Bankruptcy Court for the Northern District of Florida authorized Santa Rosa Animal Hospital, P.A., to use Bank of America's cash collateral on a final basis. Bank of America has a lien on the cash collateral, to the same priority, validity and extent as provided in the Loan Documents executed between the Debtor and Bank of America. Bank of America is granted a first priority postpetition security interest and lien in, to and against all of the Debtor's assets, to the same priority, validity and extent that Bank of America held a properly perfected prepetition security interest in such assets, which are or have been acquired, generated or received by the Debtor subsequent to the Petition Date. Bank of America is also granted an administrative expense claim, to the extent of the diminution, if any, in the value of its interest in the cash collateral as of the Petition Date. The Debtor is authorized to use the funds in its DIP account during the time period prior to any order of confirmation of a plan of reorganization in this manner: (a) The Debtor may use the gross receipts generated by the Debtor and funds in the Debtor's DIP account for payment of the reasonable and necessary operating expenses of the Debtor in substantial accordance with the Interim Budget. (b) The Debtor will make adequate protection payments to Bank of America in the amount of $250 per month on account of Bank of America’s secured claim. (c) To the extent that the revenues of the Debtor are insufficient to pay all expenses as set forth in the Interim Budget as well as the Adequate Protection Payment, the Debtor will reduce the compensation to the Debtor's principal in an amount sufficient to allow payment of the Adequate Protection Payment to Bank of America. (d) The Debtor is further authorized to pay the U.S. Trustee Fees from the DIP account from funds derived from the gross proceeds of the Debtor. A full-text copy of the Agreed Final Order, dated Jan. 9, 2017, is available at http://bankrupt.com/misc/SantaRosa2016_1631051jco_42.pdf About Santa Rosa Animal Hospital Santa Rosa Animal Hospital, P.A., filed a Chapter 11 petition (Bankr. N.D. Fla. Case No. 16-31051) on Nov. 9, 2016. The petition was signed by Cheryl L. Beck, DVM, president. The Debtor is represented by Natasha Z. Revell, Esq., at Zalkin Revell, PLLC. The Debtor estimated assets at $0 to $50,000 and liabilities at $100,001 to $500,000 at the time of the filing. 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. SC CONCRETE: Disclosures Okayed, Plan Hearing on Jan. 25 -------------------------------------------------------- The U.S. Bankruptcy Court for the District of Puerto Rico will consider approval of the Chapter 11 plan of reorganization of SC Concrete Corp. and South Caribbean Block, Inc., at a hearing on Jan. 25, at 9:00 a.m. The hearing will be held at the Jose V. Toledo U.S. Post Office and Courthouse Building, Courtroom 3, Third Floor, 300 Recinto Sur Street, San Juan, Puerto Rico. The court will also consider at the hearing the final approval of the companies' disclosure statement, which it conditionally approved on Dec. 27 last year. Creditors must file their objections and cast their votes accepting or rejecting the plan at least 14 days prior to the hearing. Under the plan, "unsecured convenience" class of creditors whose claims are less than $15,000 will receive 3.01% of their allowed claims, to be paid in lump sum of $1,000 on the effective date of the plan. Meanwhile, unsecured convenience class of creditors whose claims are more than $15,001 will get 3.48% of their allowed claims, to be paid as follows: $3,500 on the effective date on the plan, and four subsequent equal yearly installments of $3,500. South Caribbean Block Inc., filed a Chapter 11 bankruptcy petition (Bankr. D.P.R. Case No. 16-05121) on June 28, 2016. The Debtor is represented by Myrna L. Ruiz Olmo, Esq. SCRIPSAMERICA INC: U.S. Trustee Disbands Creditors' Committee ------------------------------------------------------------- Andrew Vara, acting U.S. trustee for Region 3, on Jan. 11 disbanded the official committee of unsecured creditors in the Chapter 11 case of ScripsAmerica, Inc. The Troubled Company Reporter, on Nov. 14, 2016, reported that ScripsAmerica filed with the U.S. Bankruptcy Court a motion for an order directing disbandment of the official committee of unsecured creditors or, alternatively, the removal of Ironridge Global Partners and Robert Schneiderman from the committee. The motion explains, "Simply put, the Committee should not have been formed because a committee consisting of less than three members cannot properly function. Additionally, the Committee (as presently constituted) is incapable of carrying out its fiduciary obligations to general unsecured creditors. First, with respect to the size of the Committee, the statute indicates that an official committee shall 'ordinarily' consist of seven members. Second, the Committee members that were appointed - Ironridge, a substantial holder of the Debtor's equity that was (and is) hell-bent on destroying the Debtor's business via litigation, and Schneiderman, the Debtor's former Chief Executive Officer (i) who is the target of estate claims and causes of action stemming from, inter alia, his role in the events at issue in the Ironridge litigation and (ii) who signed a non-disclosure agreement in connection with the Debtor's pending sale process - are decidedly unfit to serve the interests of general unsecured creditors as a whole. The interests of Ironridge and Schneiderman are not aligned with the interests of general unsecured creditors of the Debtor's estate. Ironridge is a substantial equity security holder whose litigious approach threatens to both deplete the estate and dilute general unsecured creditor recoveries. Schneiderman is an equity security holder, a former insider (the Debtor's Chief Executive Officer), a central figure in the Debtor's pre-petition slide into bankruptcy, and a potential purchaser who has formally expressed interest in bidding on the Debtor's assets. Neither are qualified to serve in a fiduciary capacity." About ScripsAmerica Inc. ScripsAmerica, Inc. filed a Chapter 11 petition (Bankr. D. Del. Case No. 16-11991) on Sept. 7, 2016. The petition was signed by Jeffrey J. Andrews, chief financial officer. At the time of filing, the Debtor had $600,000 in total assets and $4.65 million in total debt as of Sept. 6, 2016. Ciardi Ciardi & Astin has been tapped as bankruptcy counsel, Equity Partners HG LLC as investment banker, and Bederson LLP as accountant. On November 3, 2016, the U.S. Trustee appointed an official committee of unsecured creditors. SEARS HOLDINGS: ESL Partners Reports 55.9% Stake as of Jan. 11 -------------------------------------------------------------- As of Jan. 11, 2017, these reporting persons may be deemed to beneficially own the shares of Holdings Common Stock, as disclosed in an amended Schedule 13D filed with the Securities and Exchange Commission: Number of Percentage Shares of Reporting Beneficially Outstanding Person Owned Shares --------- ------------ ----------- ESL Partners, L.P. 62,573,899 55.9% SPE I Partners, LP 150,124 0.1% SPE Master I, LP 193,341 0.2% RBS Partners, L.P. 62,917,364 56.3% ESL Investments, Inc. 62,917,364 56.3% Edward S. Lampert 62,917,364 53.2% A full-text copy of the regulatory filing is available at: https://is.gd/Jtirfn About Sears Sears Holdings Corporation (NASDAQ: SHLD) -- http://www.searsholdings.com/-- is an integrated retailer focused on seamlessly connecting the digital and physical shopping experiences to serve members. Sears Holdings is home to Shop Your Waytm, a social shopping platform offering members rewards for shopping at Sears and Kmart as well as with other retail partners across categories important to them. The Company operates through its subsidiaries, including Sears, Roebuck and Co. and Kmart Corporation, with more than 2,000 full- line and specialty retail stores in the United States and Canada. Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on Jan. 22, 2002. Kmart emerged from chapter 11 protection on May 6, 2003, pursuant to the terms of an Amended Joint Plan of Reorganization. Skadden, Arps, Slate, Meagher & Flom, LLP, represented Kmart in its restructuring efforts. Its balance sheet showed $16,287,000,000 in assets and $10,348,000,000 in debts when it sought chapter 11 protection. Kmart bought Sears, Roebuck & Co., for $11 billion to create the third-largest U.S. retailer, behind Wal-Mart and Target, and generate $55 billion in annual revenues. Kmart completed its merger with Sears on March 24, 2005. Sears Holdings reported a net loss of $1.12 billion on $25.14 billion of revenues for the year ended Jan. 30, 2016, compared to a net loss of $1.81 billion on $31.19 billion of revenues for the year ended Jan. 31, 2015. As of July 30, 2016, Holdings had $10.61 billion in total assets, $13.30 billion in total liabilities and a total deficit of $2.69 billion. * * * In September 2016, Moody's Investors Service downgraded Sears Holdings' Speculative Grade Liquidity rating to 'SGL-3' from 'SGL-2' and retained other ratings, including the company's 'Caa1' Corporate Family rating. "The SGL-3 rating reflects our view that Sears will continue to rely on external financing and the monetization of its alternative assets to fund its operating losses" stated Moody's Vice President, Christina Boni. "We recognize the risks associated with relying on these sources and continued shareholder support to finance its negative operating cash flow which is estimated by Moody's to be approximately $1.5 billion this year." In March 2016, Fitch Ratings said it will retain Sears' long term issuer default rating at 'CC'. The TCR reported on Dec. 19, 2016, that S&P Global Ratings affirmed its ratings, including the 'CCC+' corporate credit rating, on Sears Holdings Corp. "We revised our assessment of Sears' liquidity to less than adequate from adequate based on the impact of continued and meaningful cash use and constraints on contractually committed liquidity from cash use and incremental secured funded borrowings," said credit analyst Robert Schulz. "We do not incorporate any significant prospective asset sales or execution of strategic alternatives for legacy hardline brands into our assessment of committed liquidity." SEARS HOLDINGS: To Sell Craftsman Brand to Stanley Black for $900M ------------------------------------------------------------------ Stanley Black & Decker, an S&P 500 global diversified industrial company, and Sears Holdings Corporation, announced that they have entered into a definitive agreement under which Stanley Black & Decker will purchase the Craftsman brand from Sears Holdings. The transaction provides Stanley Black & Decker with the rights to develop, manufacture and sell Craftsman-branded products in non-Sears Holdings retail, industrial and online sales channels across the U.S. and in other countries. As part of the agreement, Sears Holdings will continue to offer Craftsman-branded products, sourced from existing suppliers, through its current retail channels via a perpetual license from Stanley Black & Decker, which will be royalty-free for the first 15 years after closing and royalty-bearing thereafter. Today only approximately 10% of Craftsman-branded products are sold outside of Sears Holdings and the agreement will enable Stanley Black & Decker to significantly increase Craftsman sales in these untapped channels. "Craftsman is a legendary, American brand with tremendous consumer awareness built on a legacy of producing quality products at a great value," said Stanley Black & Decker president and CEO James M. Loree. "This agreement represents a significant opportunity to grow the market by increasing the availability of Craftsman products to consumers in previously underpenetrated channels. We intend to invest in the brand and rapidly increase sales through these new channels, including retail, industrial, mobile and online. To accommodate the future growth of Craftsman, we intend to expand our manufacturing footprint in the U.S. This will add jobs in the U.S., where we have increased our manufacturing headcount by 40% in the past three years. "As we continue our growth trajectory as a diversified industrial company, we continue to look at opportunities to build upon our world-class portfolio of franchises and brands to create shareholder value. This transaction, which aligns squarely with this strategy, also reflects an effective allocation of capital particularly when viewed in the context of the recently announced Mechanical Security sale. We've essentially freed up capital trapped in a low-growth business to invest in organic growth and EPS accretion," added Loree. Sears Holdings' Chairman and Chief Executive Officer Edward S. Lampert stated, "We are pleased to reach this agreement, after determining that externalizing the Craftsman brand would accomplish our goals of driving value for Sears Holdings and positioning Craftsman for future growth. This transaction represents a significant step in our ongoing transformation to a membership focused business model. Craftsman has a storied history as an iconic American brand and in Stanley Black & Decker we have found a great owner that is committed to expanding Craftsman and helping it to reach its potential outside of its current channels. It's important for our members to know that we will continue to sell Craftsman in-store and online at Kmart and Sears, and Sears Hometown, and the structure of the transaction will provide Sears Holdings with a significant upfront payment, another payment in three years and an opportunity to participate in the growth of the Craftsman brand in both our stores and at other retailers selected and managed by Stanley Black & Decker. Looking ahead, we will continue to take actions to adjust our capital structure, meet our financial obligations and manage our business to better position Sears Holdings to create long-term value by focusing on our best members, our best stores and our best categories." Transaction Terms Stanley Black & Decker will pay Sears Holdings $525 million at closing, $250 million at end of year three, and annual payments on new Stanley Black & Decker Craftsman sales through year 15 (2.5% through 2020, 3% through January 2023, and 3.5% thereafter). The net present value of all these cash payments is approximately $900 million. The license granted to Sears Holdings will be royalty-free for 15 years, then 3% thereafter. Existing sales of Craftsman products outside the Sears Holdings and Sears Hometown distribution channels, which will be assumed immediately upon closing by Stanley Black & Decker, were approximately $200 million over the last 12 months. The company expects the sale of Craftsman branded products to contribute approximately $100 million of average annual revenue growth for approximately the next ten years. The transaction is expected to be accretive to earnings by approximately $0.10-$0.15 per share in year one, increasing to approximately $0.35-$0.45 by year five and to approximately $0.70-$0.80 by year ten, excluding approximately $20 million of deal-related costs. The transaction, which was approved by the Boards of Directors of both companies, is expected to close during 2017, subject to customary closing conditions and regulatory approvals. Stanley Black & Decker will host a conference call with investors today, Thursday, Jan. 5, 2017, at 09:00 am EST. A presentation which will accompany the call will be available at http://www.stanleyblackanddecker.com/and will remain available after the call. The call will be accessible by telephone at 1 (877) 930-8285 and from outside the U.S. at 1 (253) 336-8297 (Conference ID 46963043); also, via the Internet at http://www.stanleyblackanddecker.com/ To listen, please go to the web site at least fifteen minutes early to register, download and install any necessary audio software. A replay will also be available two hours after the call and can be accessed at (855) 859-2056 or (404) 537-3406 by entering the Conference identification number 46963043. The replay will also be available as a podcast within 24 hours and can be accessed on our website and via iTunes. Stanley Black & Decker, an S&P 500 company, is a diversified global provider of hand tools, power tools and related accessories, mechanical access solutions and electronic security solutions, healthcare solutions, engineered fastening systems, and more. Learn more at http://www.stanleyblackanddecker.com/ Stanley Black & Decker Contacts Investor Contacts: Greg Waybright Vice President, Investor Relations greg.waybright@sbdinc.com Tel: (860) 827-3833 Michelle Hards Director, Investor Relations michelle.hards@sbdinc.com Tel: (860) 827-3913 Media Contacts: Shannon Lapierre Vice President, Communications/Public Relations shannon.lapierre@sbdinc.com Tel: (860) 827-3575 Tim Perra Vice President, Communications tim.perra@sbdinc.com Tel: (860) 826-3260 Sears Holdings Contact Howard Riefs Director, Corporate Communications Tel: (847) 286-8371 About Sears Sears Holdings Corporation (NASDAQ: SHLD) -- http://www.searsholdings.com/-- is an integrated retailer focused on seamlessly connecting the digital and physical shopping experiences to serve members. Sears Holdings is home to Shop Your Waytm, a social shopping platform offering members rewards for shopping at Sears and Kmart as well as with other retail partners across categories important to them. The Company operates through its subsidiaries, including Sears, Roebuck and Co. and Kmart Corporation, with more than 2,000 full- line and specialty retail stores in the United States and Canada. Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on Jan. 22, 2002. Kmart emerged from chapter 11 protection on May 6, 2003, pursuant to the terms of an Amended Joint Plan of Reorganization. Skadden, Arps, Slate, Meagher & Flom, LLP, represented Kmart in its restructuring efforts. Its balance sheet showed $16,287,000,000 in assets and $10,348,000,000 in debts when it sought chapter 11 protection. Kmart bought Sears, Roebuck & Co., for $11 billion to create the third-largest U.S. retailer, behind Wal-Mart and Target, and generate $55 billion in annual revenues. Kmart completed its merger with Sears on March 24, 2005. Sears Holdings reported a net loss of $1.12 billion on $25.14 billion of revenues for the year ended Jan. 30, 2016, compared to a net loss of $1.81 billion on $31.19 billion of revenues for the year ended Jan. 31, 2015. As of July 30, 2016, Holdings had $10.61 billion in total assets, $13.30 billion in total liabilities and a total deficit of $2.69 billion. * * * In September 2016, Moody's Investors Service downgraded Sears Holdings' Speculative Grade Liquidity rating to 'SGL-3' from 'SGL-2' and retained other ratings, including the company's 'Caa1' Corporate Family rating. "The SGL-3 rating reflects our view that Sears will continue to rely on external financing and the monetization of its alternative assets to fund its operating losses" stated Moody's Vice President, Christina Boni. "We recognize the risks associated with relying on these sources and continued shareholder support to finance its negative operating cash flow which is estimated by Moody's to be approximately $1.5 billion this year." In March 2016, Fitch Ratings said it will retain Sears' long term issuer default rating at 'CC'. The TCR reported on Dec. 19, 2016, that S&P Global Ratings affirmed its ratings, including the 'CCC+' corporate credit rating, on Sears Holdings Corp. "We revised our assessment of Sears' liquidity to less than adequate from adequate based on the impact of continued and meaningful cash use and constraints on contractually committed liquidity from cash use and incremental secured funded borrowings," said credit analyst Robert Schulz. "We do not incorporate any significant prospective asset sales or execution of strategic alternatives for legacy hardline brands into our assessment of committed liquidity." SEATRUCK INC: Can Continue Using Cash Collateral Through March 6 ---------------------------------------------------------------- Judge Raymond B. Ray of the U.S. Bankruptcy Court for the Southern District of Florida authorized SeaTruck, Inc. to continue using the cash collateral of Stonegate Bank from January 6, 2017 through March 6, 2017. Judge Ray approved the Debtor's Budget which provides for total operating expenses of $84,262, for the entire the cash collateral period. Stonegate Bank was granted a post-petition security interest and lien, in Stonegate Bank's pre-petition collateral in and to all proceeds from the disposition of any of the cash collateral, and any and all of the goods, property, assets and interests, whether now existing and/or owned by the Debtor, in which Stonegate Bank held a lien or security interest prior to the Petition Date. Such security interest and lien will be of the same validity, extent and priority as Stonegate Bank's pre-petition security interests. A full-text copy of the Order, dated January 10, 2017, is available at https://is.gd/CVjd9G About Seatruck, Inc. SeaTruck, Inc., filed a chapter 11 petition (Bankr. S.D. Fla. Case No. 16-26397) on Dec. 9, 2016. The petition was signed by Jared Schatz, president. The case is assigned to Judge Raymond B. Ray. The Debtor disclosed total assets at $2.17 million and total liabilities at $3.75 million. The Debtor is represented by Eric A. Rosen, Esq., at Fowler White Burnett, P.A. SHORELINE ENERGY: Feb. 10 Plan, Disclosure Statement Hearing ------------------------------------------------------------ Judge David R. Jones of the U.S Bankruptcy Court for the Southern District of Texas issued an order conditionally approving the disclosure statement filed by Shoreline Enery LLC, et al. To be counted as votes to accept or reject the plan, all ballots must be properly executed, completed and delivered no later than 5:00 p.m., prevailing Central Time, on Feb. 3, 2017. The Combined Hearing on the approval of the disclosure statement and confirmation of the plan will be held in Courtroom No. 400, at the U.S. Bankruptcy Court for the Southern District of Texas, 515 Rusk Street, Houston, Texas 77002, on Feb. 10, 2017, at 10:30 a.m., prevailing Central Time. Objections, if any, to the approval of the disclosure statement and/or of the plan must be in writing and filed with the Court and served no later than 5:00 p.m. (prevailing Central Time) on Feb 3, 2017. About Shoreline Energy Headquartered in Houston, Texas, oil and gas exploration and production company Shoreline Energy LLC and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 16-35571) on November 2, 2016. The petitions were signed by Randy E. Wheeler, vice-president and secretary. Judge David R. Jones presides over the case. Jones Day serves as counsel to the Debtors. Imperial Capital, LLC, is the Debtors' investment banker. Prime Clerk LLC is the Debtors' claims and noticing agent. The Debtors estimated assets and liabilities at between $100 million and $500 million each. The Office of the U.S. Trustee appointed three creditors to serve on the official committee of unsecured creditors. The Committee hires Arent Fox LLP as legal counsel, Royston Rayzor Vickery & Williams, LLP as local counsel, and Conway MacKenzie, Inc., as financial advisor. SKYLINE CORP: Incurs $595,000 Net Loss in Second Quarter -------------------------------------------------------- Skyline Corporation filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $595,000 on $64.22 million of net sales for the three months ended Nov. 30, 2016, compared to net income of $1.70 million on $58.68 million of net sales for the three months ended Nov. 30, 2015. For the six months ended Nov. 30, 2016, the Company reported net income of $149,000 on $125.40 million of net sales compared to net income of $872,000 on $107.42 million of net sales for the six months ended Nov. 30, 2015. As of Nov. 30, 2016, Skyline had $57.72 million in total assets, $32.38 million in total liabilities and $25.34 million in total shareholders' equity. "Our second quarter and year to date results were negatively impacted by higher than expected startup costs and general inefficiencies in our new facility. We also experienced higher labor costs associated with hiring and training employees to meet the demands of increased production in a number of our facilities," commented President and Chief Executive Officer, Richard Florea. "We are redoubling our efforts to bolster our cost control environment to ensure that our labor and material costs meet our expectations despite these challenges." A full-text copy of the Form 10-Q is available for free at: https://is.gd/9gSsox About Skyline Corp Skyline Corporation was originally incorporated in Indiana in 1959, as successor to a business founded in 1951. Skyline Corporation and its consolidated subsidiaries designs, produces and markets manufactured housing, modular housing and park models to independent dealers and manufactured housing communities located throughout the United States and Canada. Manufactured housing is built to standards established by the U.S. Department of Housing and Urban Development, modular homes are built according to state, provincial or local building codes, and park models are built according to specifications established by the American National Standards Institute. For the year ended May 31, 2015, the Company reported a net loss of $10.41 million compared to a net loss of $11.9 million for the year ended May 31, 2014. Crowe Horwath LLP, in Fort Wayne, Indiana, issued a "going concern" qualification on the consolidated financial statements for the year ended May 31, 2015, citing that the Company has incurred recurring operating losses and negative cash flows from operating activities. The Company has a line of credit in place, however prospective debt covenant violations may limit the Company's ability to access these funds which would impact its liquidity. These matters raise substantial doubt about the Company's ability to continue as a going concern. SOUTHCROSS ENERGY: EIG BBTS Indirectly Own 71.7% of Common Units ---------------------------------------------------------------- In an amended Schedule 13D filed with the Securities and Exchange Commission, EIG BBTS Holdings, LLC, EIG Management Company, LLC, EIG Asset Management, LLC, EIG Global Energy Partners, LLC, The R. Blair Thomas 2010 Irrevocable Trust, Blair R. Thomas, The Randall Wade 2010 Irrevocable Trust, The Kristina Wade 2010 Irrevocable Trust and Randall S. Wade disclosed that as of Dec. 29, 2016, they beneficially own 55,811,662 common units representing limited partner interests of Southcross Energy Partners, L.P., representing 71.7 percent of the Units outstanding. The percentage is based upon 48,516,567 Common Units, 17,105,875 Class B Convertible Units and 12,213,713 Subordinated Units outstanding as of January 12, 2017. Southcross Holdings Borrower LP owns of record 26,492,074 Common Units and all 17,105,875 Class B Convertible Units and 12,213,713 Subordinated Units that are outstanding. As a result of the relationship of the reporting persons to SHB, the reporting persons may be deemed to indirectly beneficially own the Common Units, Class B Convertible Units and Subordinated Units held by SHB. A full-text copy of the regulatory filing is available at: https://is.gd/oKKZI7 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. SOUTHCROSS ENERGY: Southcross Holdings Reports 71.7% Common Units ----------------------------------------------------------------- In an amended Schedule 13D filed with the Securities and Exchange Commission, Southcross Holdings GP LLC, et al., disclosed that as of Dec. 29, 2016, they beneficially own 55,811,662 common units representing limited partner interests of Southcross Energy Partners, L.P., representing 71.7 percent of the Common Units outstanding. The Amendment No. 6 amends and supplements the Schedule 13D filed on Aug. 14, 2014, as amended, to report the acquisition of additional Common Units. The Reporting Persons acquired 2,116,400 of the Common Units, Class B Convertible Units and Subordinated Units as part of the consideration for SXE to acquire TexStar's Rich Gas System through the Drop-Down Contribution and to establish a structure for common ownership and control of the Common Units, Class B Convertible Units and Subordinated Units through Holdings, as a new holding company of SXE, and its general partner Holdings GP, both of which are owned by SELLC, EIG, and Aggregator. The Reporting Persons acquired an additional 4,500,000 Common Units as part of the consideration for SXE to acquire certain assets through the Holdings Drop-Down Contribution. The Reporting Persons acquired an additional 2,472,875 Class B PIK Units as distributions on the Class B Convertible Units. The Reporting Persons acquired an additional 8,389,188 Common Units pursuant to the Equity Cure Agreement as an equity cure. The Reporting Persons acquired an additional 11,486,486 Common Units in connection with the Fifth Amendment and pursuant to the Equity Cure Agreement. As of Jan. 12, 2017, 48,516,567 Common Units, 17,105,875 Class B Convertible Units and 12,213,713 Subordinated Units are outstanding. The Class B Convertible Units convert into Common Units at the Class B Conversion Rate on the Class B Conversion Date; the initial Class B Conversion Rate is 1.0. As of Jan. 1, 2017, Andrew A. Cameron was elected as a director of the Board of the General Partner of the Issuer. As of Jan. 6, 2017, the Board of the General Partner of the Issuer elected Bruce A. Williamson as its chairman, president and chief executive officer. Mr. Williamson succeeded John E. Bonn, who stepped down as president and chief executive officer of the general partner, and David W. Biegler, the former chairman of the General Partner. Mr. Biegler is continuing as a director of the General Partner. A full-text copy of the regulatory filing is available at: https://is.gd/EUkbgB 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. SOUTHCROSS HOLDINGS: S&P Affirms 'CCC+' Issue Level Rating on Debt ------------------------------------------------------------------ S&P Global Ratings said that it has reviewed its recovery and issue-level ratings on Southcross Holdings Borrower L.P. that were labeled as "under criteria observation" (UCO) after publishing its revised recovery ratings criteria on Dec. 7, 2016. With S&P's criteria review complete, it is removing the UCO designation from these ratings. S&P is affirming the 'CCC+' issue-level rating on the debt. S&P is also revising the recovery rating to '3' from '4', reflecting its expectation of meaningful (50%-70%; lower half of the range) recovery in the event of default. These rating actions stem solely from the application of S&P's revised recovery criteria and do not reflect any change in its assessment of the corporate credit ratings for issuers of the affected debt issues. RATINGS LIST Southcross Holdings Borrower L.P. Corporate Credit Rating CCC+/Stable/-- Rating Affirmed; Recovery Rating Revised To From Southcross Holdings Borrower L.P. Senior Secured CCC+ CCC+ Recovery rating 3L 4L SPD LLC: Can Use South Side Trust Cash Collateral Until April 1 --------------------------------------------------------------- Judge Thomas L. Perkins of the U.S. Bankruptcy Court for the Central District of Illinois authorized SPD, LLC fka SPD NEXT, LLC to use the cash collateral of South Side Trust and Savings Bank until April 1, 2017. Judge Perkins acknowledged that an immediate need exists for the Debtor to use cash collateral in order to continue operating the five single family homes that constitute the collateral of South Side Trust. South Side Trust was granted replacement liens upon the five single family homes that are subject to its mortgage lien and all the revenues, profits and avails generated therefrom after the Petition Date, that will have the same validity, extent and priority as the liens held by the South Side Trust pre-petition. The Debtor was directed to make monthly adequate protection payments to South Side Trust, in the amount of $675 commencing on January 17, 2017 for the month of December, 2016. The Debtor's continued use of cash collateral will be set for a telephonic status hearing to be held upon the Debtor's request for such hearing prior to April 30, 2017. A full-text copy of the Order, dated January 12, 2017, is available at https://is.gd/Sp9iUa About SPD, LLC. SPD, LLC fka SPD NEXT, LLC, filed a Chapter 11 bankruptcy petition (Bankr. C.D. Ill Case No. 16-81454) on Oct. 11, 2016. The petition was signed by Fulton L. Bouldin, manager and sole member. The Debtor is represented by Karen J. Porter, Esq., at Porter Law Network. The case is assigned to Judge Thomas L. Perkins. The Debtor estimated assets and liabilities at $1 million to $10 million at the time of the filing. SPI ENERGY: Announces Global Headquarters Address ------------------------------------------------- SPI Energy Co., Ltd., announced that its global headquarters address is at: Suite 2703, 27/F, China Resources Building 26 Harbour Road, Wan Chai Hong Kong SAR, China "As a gateway to mainland China, as well as the leading capital market and financial center, Hong Kong has gained its reputation for hosting regional headquarters or representative offices for international corporations. Positioning ourselves in Hong Kong, we will be able to better access international capital market, attract high-caliber talents and develop international market, while synchronizing our international and domestic resources to execute our globalization strategy," said Xiaofeng Peng, chairman and chief executive officer of SPI Energy. About SPI Energy Co. SPI Energy Co., Ltd., (As successor in interest to Solar Power, Inc.), is a global provider of photovoltaic (PV) solutions for business, residential, government and utility customers and investors. SPI Energy focuses on the downstream PV market including the development, financing, installation, operation and sale of utility-scale and residential solar power projects in China, Japan, Europe and North America. The Company operates an innovative online energy e-commerce and investment platform, http://www.solarbao.com/,which enables individual and institutional investors to purchase innovative PV-based investment and other products; as well as http://www.solartao.com/, a B2B e-commerce platform offering a range of PV products for both upstream and downstream suppliers and customers. The Company has its operating headquarters in Shanghai and maintains global operations in Asia, Europe, North America and Australia. SPI Energy reported a net loss of $185 million on $191 million of net sales for the year ended Dec. 31, 2015, compared to a net loss of $5.19 million on $91.6 million of net sales for the year ended Dec. 31, 2014. As of Dec. 31, 2015, SPI Energy had $710 million in total assets, $493 million in total liabilities and $216.6 million in total stockholders' equity. KPMG Huazhen LLP, in Shanghai, China, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that SPI Energy Co., Ltd., and its subsidiaries have suffered significant losses from operations and have a negative working capital as of Dec. 31, 2015. In addition, the Group has substantial amounts of debts that will become due for repayment in 2016. The auditors said these factors raise substantial doubt about the Group's ability to continue as a going concern. SPRINT COMMUNICATIONS: S&P Rates Proposed $3.5BB Facility 'BB-' --------------------------------------------------------------- S&P Global Ratings assigned its 'BB-' issue-level rating and '1' recovery rating to Overland Park, Kan.-based wireless service provider Sprint Corp.'s proposed $3.5 billion senior secured credit facility, which consists of a $2 billion revolver due 2021 and $1.5 billion term loan due 2024. The '1' recovery rating indicates S&P's expectation for very high (90%-100%) recovery in the event of payment default. S&P also placed the 'B' issue-level rating on Sprint's $200 million of 9.25% debentures due 2022 on CreditWatch with positive implications since this debt will be granted the same security as the new credit facility assuming secured debt exceeds 5% of total debt under the indenture. The new credit facility will be issued at Sprint Communications, a wholly-owned subsidiary of Sprint Corp. Security under the credit facility will consist of all assets of Sprint Communications and guarantors. S&P expects Sprint will use proceeds from the term loan to improve the company's liquidity. The new revolving credit facility will replace the existing $3.3 billion senior unsecured revolver due 2018. While the new facility will bolster Sprint's liquidity position by extending maturities, S&P still expects that the company will continue to record free operating cash flow deficits through 2018 or 2019 and that adjusted debt to EBITDA will remain elevated, in the low- to mid-4x area (around 6x excluding the benefits of lease accounting). Moreover, while the company has successfully put in place various funding vehicles (i.e., the network lease, spectrum lease, and the handset lease facilities) that have enabled it to dramatically improve its near-term liquidity position, they contain rather large near-term debt amortization requirements, including about $1.1 billion for the remainder of fiscal 2016 and $2.8 billion in 2017. As a result of these factors, the 'B' and stable outlook are unchanged. Ratings List Sprint Corp. Sprint Communications Inc. Corporate Credit Rating B/Stable/-- New Rating Sprint Communications Inc. $2 bil. Revolver due 2021 Senior Secured BB- Recovery Rating 1 $1.5 bil. Term loan due 2024 Senior Secured BB- Recovery Rating 1 Rating Placed On CreditWatch; Recovery Rating Unchanged Sprint Communications Inc. To From Senior Unsecured $200 mil. 9.25% deb due 2022 B/Watch Pos B Recovery Rating 4L 4L SQN HELO 5: U.S. Trustee Unable to Appoint Committee ---------------------------------------------------- The Office of the U.S. Trustee on Jan. 11 disclosed in court filings that no official committee of unsecured creditors has been appointed in the Chapter 11 cases of SQN Helo 5, LLC, and its two affiliates. SQN Helo 5 LLC, SQN Helo 7 LLC, and SQN Helo 8 LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case Nos. 17-10007, 17-10008 and 17-10010) on January 3, 2017. The petitions were signed by Jeremiah J. Silkowski, president and CEO. The cases are assigned to Judge Brendan Linehan Shannon. At the time of the filing, the Debtors estimated theirs assets and liabilities at $1 million to $10 million. STEINY AND COMPANY: Court Allows Use of IRS Cash Collateral ----------------------------------------------------------- Judge Julia W. Brand of the U.S. Bankruptcy Court for the Central District of California authorized Steiny and Compnay, Inc., to use the Internal Revenue Service's cash collateral through Jan. 31, 2017, pursuant to their Stipulation. A full-text copy of the Order, dated Jan. 9, 2017, is available at http://bankrupt.com/misc/SteinyandCompany2016_216bk25619wb_120.pdf About Steiny and Company Steiny and Company, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C. D. Calif. Case No. 16-25619) on Nov. 28, 2016. The petition was signed by Vincent P. Mauch, chief financial officer. The case is assigned to Judge Julia W. Brand. At the time of the filing, the Debtor estimated its assets and debts at $10 million to $50 million. The Debtor is represented by Ron Bender, Esq., Jacqueline L. James, Esq., and Lindsey L. Smith, Esq., at Levene, Neale, Bender, Yoo & Brill LLP. TAMARACK CONDOMINIUM: Plan Confirmation Hearing on Feb. 21 ---------------------------------------------------------- Judge Paul W. Bonapfel of the U.S. Bankruptcy Court for the Northern District of Georgia issued an order approving the amended disclosure statement filed by Tamarack Condominium Association, Inc., on Jan. 4, 2017. Feb. 7, 2017, is fixed as the last day for filing written acceptances or rejections of the plan and the last day for filing and serving written objections to confirmation of the plan. The hearing on confirmation of the plan will be held on Feb. 21, 2017, at 10:00 A.M., in Courtroom 1401, U.S Bankruptcy Court, U.S. Courthouse, 75 Ted Turner Drive SW, Atlanta, GA 30303. As previously reported, the plan provides funding for the plan from the collection of ongoing dues and closings. In the event the Debtor's estate is liquidated, the unsecured creditors would receive approximately 5% to 10% of their claims, assuming the Debtor could find a purchaser for its receivables. The First Amended Disclosure Statement is available at: http://bankrupt.com/misc/ganb15-71565-70.pdf Tamarack Condominium Association, Inc., filed a Chapter 11 petition (Bankr. N.D. Ga. Case No. 15-71565) on November 6, 2015, and is represented by Herbert C. Broadfoot II, Esq., at Herbert C. Broadfoot II, PC, in Atlanta, Georgia. TATOES LLC: Wants to Continue Using of RAF Cash Collateral ---------------------------------------------------------- Tatoes, LLC, Wahluke Produce, Inc. and Columbia Manufacturing, Inc. d/b/a Columbia Onion seek authorization from the U.S. Bankruptcy Court for the Eastern District of Washington to continue using cash collateral. The Debtors relate that Tatoes has agreed to engage in mediation with Rabo AgriFinance, Saddle Mountain Supply Company, Deere Credit, Inc. and the Unsecured Creditors Committee in the Tatoes case with respect to the terms of a proposed plan of reorganization on January 24, 2017. In conjunction with the mediation, the Debtors anticipate that they will need additional funds between February 1, 2017 until the date the Debtors confirm a Chapter 11 plan. The Debtors can currently use cash collateral until January 31, 2017. Debtors Columbia and Wahluke were previously authorized to continue using the cash collateral in order to continue packing and selling the 2016 crops grown by Tatoes, while Tatoes will utilize the cash collateral in order to continue its preparation for growing its 2017 crops. The Debtors relate that in conjunction with Tatoes' 2017 farming operations, Tatoes intends to formalize a number of real property leases. The Debtors further relate that Tatoes is seeking, with its request to utilize cash collateral, authority to enter into 2017 farming leases. The Cash Collateral which the Debtors intend to utilize consists of 2016 crops grown by Tatoes, as well as the proceeds of that crop and packing revenue of Wahluke and Columbia related to the packing and sale of Taroes 2016 crops, which are encumbered by security interests and liens in favor of Rabo AgriFinance. The balance owing to Rabo AgriFinance is asserted to be approximately $22,000,000, as of the date of the Debtors' bankruptcy petition, which is fully secured against substantially all of the assets of the Debtors, as well as certain assets owned by non-Debtors and related parties. Saddle Mountain Supply Company and Windflow Fertilizer claim liens against the 2016 Crops in order to secure the amount of certain chemical and fertilizer which Saddle Mountain and Windflow have provided prior to Tatoes filing for bankruptcy protection. Saddle Mountain and Windflow, each claim approximately $804,000 and $394,000, respectively, against Tatoes' 2016 Crops. The Debtors believe that Saddle Mountain and Windflow are adequately protected with respect to their secured claims against the 2016 crops considering that under the proposed plan, the Debtors proposed to pay the secured claims of Saddle Mountain and Windflow from operations over time. The Debtors propose to grant Rabo AgriFinance, Saddle Mountain and Windflow with replacement security interests and liens in the Debtors' 2017 Crops to the extent that the 2016 Cash Collateral is utilized for the purposes of growing the 2017 crops, with the same priority as the parties' interests in the Debtors' 2016 crops. As additional adequate protection, the Debtors propose to make an interest only payment to Rabo AgriFinance on March 31, 2017 covering the period January 31, 2017 through March 31, 2017. The Debtors tell the Court that they will provide Rabo AgriFinance with any financial reports or tax returns prepared by eith CFO Selections or the Debtors' tax accountants or any other financial professional employed by the Debtors. The Debtors further tell the Court that they will cooperate with Rabo AgriFinance when inspections and appraisals of Rabo AgriFinance's personal property collateral are conducted, whenever Rabo AgriFinance deems necessary and appropriate. A full-text copy of the Debtor's Motion, dated January 5, 2017, is available at https://is.gd/cf8KBq About Tatoes, LLC. Tatoes, LLC, Wahluke Produce, Inc., and Columbia Manufacturing, Inc., are engaged in farming, packing, storing, and selling potatoes, onions and wheat. Tatoes, LLC, et al., filed Chapter 11 bankruptcy petitions (Bankr. E.D. Wash. Case Nos. 16-00900, 16-00899 and 16-00898, respectively) on March 21, 2016. The petitions were signed by Del Christensen, president. Tatoes LLC estimated assets and liabilities at $10 million to $50 million. Wahluke Produce and Columbia Manufacturing each estimated assets and liabilities at $50 million to $100 million. Wahluke has employed Roger William Bailey, Esq., at Bailey & Busey, PLLC as legal counsel; Columbia has employed Hurley & Lara as legal counsel; and Tatoes has employed the Law Offices of Paul H. Williams as counsel. Southwell & O'Rourke is counsel for Tatoes Unsecured Creditors Committee. Gail Brehm Geiger, acting U.S. trustee for Region 18, on April 28, 2016, appointed three creditors of Tatoes LLC to serve on the official committee of unsecured creditors. Ms. Geiger disclosed that no official committee of unsecured creditors has been appointed in the Chapter 11 cases of Wahluke Produce Inc. and Columbia Manufacturing Inc., both affiliates of Tatoes LLC. The deadline for filing proofs of claim was Aug. 1, 2016. TEAM HEALTH: Blackstone Financing Changes No Impact on Moody's CFR ------------------------------------------------------------------ Moody's Investors Service commented that the change to Blackstone's proposed financing of its acquisition of Team Health Holdings, Inc. is credit positive due to modestly lower expected interest expense. The reduced interest expense will result from a shift of $150 million of previously senior unsecured debt into senior secured borrowings. Given the leverage-neutral nature of this change, there is no impact to the B2 Corporate Family Rating, B2-PD Probability of Default Rating, or the stable outlook. TEAM HEALTH: Fitch Assigns 'B-' Rating on $1.015BB Unsec. Notes --------------------------------------------------------------- Fitch Ratings has assigned a 'B-/RR5' rating to Team Health Holdings, Inc's $1.015 billion senior unsecured notes due 2025. The ratings incorporate the planned acquisition of the company by private equity sponsor Blackstone. The purchase of TeamHealth's equity and the retirement of the company's existing debt will be funded by the senior unsecured notes, a senior secured credit facility consisting of a $2.6 billion term loan and $400 million revolver, and a $2.6 billion equity contribution from Blackstone. KEY RATING DRIVERS TeamHealth's 'B' IDR reflects: High Leverage post-LBO: Gross debt/EBITDA is expected to peak near 8x immediately following the acquisition by Blackstone, but strong top-line growth on modestly improving margins should drive deleveraging of two turns of EBITDA by year-end 2018. However, there are some risks to the deleveraging trajectory. These include synergy capture as the company continues to integrate IPC (a business acquired in late 2015), and uncertainty about M&A appetite under private equity ownership. Leading Position in Growing Market: TeamHealth is one of only a handful of national providers of outsourced healthcare staffing, providing scale and scope for contracting with consolidating healthcare providers and commercial health insurers. Leading scale affords good growth opportunities, both organic and inorganic in nature, even as Amsurg and Envision - two of TeamHealth's major competitors - recently completed a merger. IPC Acquisition Has Mixed Implications: TeamHealth more than doubled leverage in late 2015 to fund the acquisition of IPC, a national provider of outsourced acute care hospitalist and post-acute care providers. Difficulties in physician retention have been a headwind to synergy capture in the early going, though the deal continues to have good strategic merit. The addition of IPC significantly broadened TeamHealth's coverage across the care continuum from the emergency department through the stages of inpatient and post-acute care, and this should increase cross-selling opportunities with the health systems that are TeamHealth's customers. Solid Cash Generation: Free cash flow (FCF; CFO less capital expenditures and dividends) is expected to be strong for the 'B' rating category, only moderately affected by higher interest costs post-LBO. Low working capital and capital spending requirements and the expectation of no dividend payments in the near term support relatively strong cash generation, albeit somewhat pressured in 2016 and moderately reduced by higher interest costs post-LBO. Internal FCF and external liquidity are adequate, in our view, for the firm to bolster organic growth through tuck-in M&A as the physician services segment continues to consolidate. KEY ASSUMPTIONS Fitch's key assumptions within the rating case for TeamHealth include: -- Mid-single-digit base revenue growth in 2017 through 2019 reflects an expectation of steady same-contract growth and net new contract wins in the hospital based and IPC segments. High single-digit total revenue growth reflects ongoing cash deployment for tuck-in acquisitions through the projection period. -- EBITDA margins gradually expand during 2017-2019 due to improving SG&A and despite moderately pressured gross profit in 2016-2017, easing over the course of 2017-2018 as IPC cost synergies are realized, physician retention is remedied, and transaction costs are annualized. -- Cash generation is reduced by increased interest costs (forecast assumes $156 million in 2016 and $185 million in 2017 vs. $24 million in 2015), offset by lower cash taxes in 2017 from deductible transaction expenses, resulting in a FCF margin of 3% to 4%. -- Assume $100 million to $125 million of FCF is used for tuck- in M&A annually, with the remainder used to prepay the term loan. -- Gross debt/EBITDA drops below 7x in 2017 and below 6x at year-end 2018. FFO fixed charge coverage steady is between 2x and 2.5x. RATING SENSITIVITIES An upgrade of TeamHealth's IDR to 'B+' could occur in the next 12-18 months if there is a high degree of certainty that gross debt/EBITDA after dividends to associates and minorities will decline to below 6x in 2018, coupled with FFO fixed charge coverage of at least 2x. Fitch believes this magnitude of deleveraging is possible based on its ratings case forecasted growth in EBITDA and will not require much debt repayment, but also that there are certain execution risks, including realization of IPC-related cost synergies and addressing IPC's physician attrition issue. An upgrade of the rating would also look for TeamHealth to generate consistently positive FCF, with a FCF margin of 3% to 4%. Maintenance of the 'B' IDR could result from an expectation that deleveraging post the LBO will be slower than expected, leading to gross debt/EBITDA after dividends to associates and minorities durably above 6x, coupled with FCF that is close to or at breakeven. An expectation of gross debt/EBITDA after dividends to associates and minorities sustained above 7x coupled with a FCF deficit that requires incremental debt funding could lead to a downgrade to 'B-'. LIQUIDITY Team Health does not carry large cash balances, but also does not need to due to its low fixed-cost operating model. As a service provider that mainly utilizes clients' buildings and equipment, Team Health does not have heavy fixed costs or require large capital expenditures. Capex tends to be only around 1% of revenue, and Fitch does not expect this dynamic to change in the near term. A $400 million revolver will be downsized from $650 million post the LBO, but will provide adequate internal liquidity for day-to-day needs and tuck-in M&A. FCF generation is relatively steady, though higher interest costs will reduce FCF margin to 3%-4% from the previous 5%-6% range. LTM FCF at Sept. 30, 2016, was $92 million. Based on the post-LBO capital structure, near-term debt maturities are expected to include only required term loan amortization, which FCF should amply cover. FULL LIST OF RATING ACTIONS Fitch rates TeamHealth as: Team Health Holdings, Inc. -- IDR 'B'; -- Senior secured credit facility including term loan and revolver 'BB'/RR1'. Fitch is assigning this rating: -- Senior unsecured notes 'B-/RR5'. The Outlook is Positive. The 'BB/RR1' rating on the secured credit facility assumes 94% recovery for lenders in a hypothetical bankruptcy scenario. The 'B-/RR5' rating on the senior unsecured notes assumes 15% recovery. The recovery analysis assumes a going concern enterprise value (EV) for TeamHealth of $3.3 billion. The EV is derived by taking a 40% discount to Fitch's 2018 forecasted EBITDA and then applying a 9x multiple. Administrative claims are assumed to consume 10% of EV, which is a standard assumption in Fitch's recovery analysis. Also standard in its analysis, Fitch assumes that TeamHealth would fully draw the $400 million available balance on its bank credit revolver in a bankruptcy scenario and includes that amount in the claims waterfall. Recovery for the notes is limited to a 5% concession allocation granted to the unsecured lenders, given the assumption of no recovery otherwise. TLC EDUCATION: Revises Application to Hire Hellmuth as Counsel -------------------------------------------------------------- TLC Education Foundation has filed an amended application seeking court approval to employ Hellmuth & Johnson, PLLC as its legal counsel. The amended application filed with the U.S. Bankruptcy Court for the District of Minnesota proposes to pay an hourly fee of $300 to Karl Johnson, Esq., and an hourly fee of $370 to Gregory Otsuka, Esq. Paralegals will be paid $175 per hour. The services to be provided by the firm include negotiating with creditors and assisting TLC in the preparation of a bankruptcy plan. About TLC Education TLC Education Foundation, filed a Chapter 11 bankruptcy petition (Bankr. D. Minn. Case No. 16-43432) on November 22, 2016, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Karl J. Johnson, Esq. No official committee of unsecured creditors has been appointed in the case. TRANSDIGM INC: S&P Assigns 'B' Rating on Proposed $1.228BB Loan --------------------------------------------------------------- S&P Global Ratings assigned its 'B' issue-level rating and '3' recovery rating to TransDigm Inc.'s proposed $1.228 billion term loan due 2024. The '3' recovery rating indicates S&P's expectation for meaningful (50%-70%; higher end of the range) recovery in a default scenario. At the same time, S&P affirmed its 'B' issue-level rating on the company's secured debt. The '3' recovery rating remains unchanged, indicating S&P's expectation for meaningful (50%-70%; higher end of the range) recovery in a default scenario. Additionally, S&P affirmed its 'CCC+' issue-level rating on TransDigm's subordinated notes. The '6' recovery rating remains unchanged, indicating S&P's expectation for negligible (0%-10%) recovery in a default scenario. All of S&P's other ratings on TransDigm remain unchanged. The company plans to use the proceeds from this new term loan to repay its similarly sized first-lien term loan C due 2020. The refinancing will extend the company's maturities and somewhat reduce its interest expense due to the likely lower coupon on the new debt. S&P's ratings on TransDigm reflect the company's above-average profit margins, leading positions in the niche markets for engineered aircraft components, good product diversity, weak credit metrics, and high leverage (as the company uses its excess cash to fund acquisitions and periodic large special dividends). RECOVERY ANALYSIS -- S&P has completed its recovery analysis and affirmed its issue ratings on TransDigm's first-lien term loans and subordinated notes. The company is issuing a $1.228 billion first-lien term loan due 2024 and is using the proceeds to repay its existing $1.228 billion term loan C due 2020. The recovery ratings on the company's debt remain unchanged. S&P will withdraw its ratings on TransDigm's first-lien term loan C once it is repaid. -- The recovery ratings on the company's existing credit facility, including the $600 million revolver and subordinated notes, are unchanged. The company's capital structure comprises the aforementioned facilities, an accounts receivable (A/R) securitization facility, and a modest amount of operating leases. -- Other default assumptions include the following: LIBOR rising to 250 basis points (bps), the revolver is 85% drawn at default, and a 125 bps increase in the margin on the first-lien revolver because of credit deterioration. Simplified recovery waterfall -- Emergence EBITDA: $852.2 million -- Multiple: 6x -- Gross recovery value: $5.1131 billion -- Net recovery value for waterfall after admin expenses (5%): $4.857 billion -- Obligor/nonobligor valuation split: 95%/5% -- Estimated priority claims (asset-based lending [ABL] or other): $203.3 million -- Remaining recovery value: $4.614 billion -- Estimated first-lien claim: $6.943 billion -- Value available for first-lien claim: $4.569 billion -- Recovery range: 50%-70% (higher end of the range) -- Estimated senior unsecured notes claim: $4.952 billion -- Estimated senior secured deficiency claim: $2.373 billion -- Value available for unsecured claim: $85.4 million -- Recovery range: 0%-10% RATINGS LIST TransDigm Inc. Corporate Credit Rating B/Stable/-- New Rating TransDigm Inc. Prpsd $1.228B Trm Ln Due 2024 B Recovery Rating 3H Ratings Affirmed; Recovery Ratings Unchanged TransDigm Inc. Secured Debt B Recovery Rating 3H Subordinated Notes CCC+ Recovery Rating 6 TRANSMAR COMMODITY: Wants to Use Cash Collateral Until March 31 --------------------------------------------------------------- Transmar Commodity Group Ltd. requests the U.S. Bankruptcy Court for the Southern District of New York for authorization to use cash collateral. The Debtor will use cash collateral in accordance with the terms agreed to between the Debtor, ABN AMRO Capital USA, LLC, as Prepetition Agent, and the Prepetition Lenders. The Debtor intends to use cash collateral until the earliest to occur of: (a) March 31, 2017; (b) thirty days after entry of the Interim Order if the Final Order will not be entered by the Court on or before such date; and (c) the date upon which an Event of Default occurs and a determination by the Prepetition Agent to terminate the Debtor's use of cash collateral. The Debtor contends that an immediate and critical need exists for it to use cash collateral to continue to fund its business affairs so as to avoid immediate and irreparable harm to the estate and to estate assets, to pay wages, maintain business relationships with customers, vendors and suppliers, pay professionals and make adequate protection payments, in accordance with the Approved Budget. The Debtor's proposed 13-week budget projects total operating disbursements of $5,315,655 and other uses/Professional Fees in the aggregate amount of $3,777,080 for January 2, 2017 through March 31, 2017. The Debtor relates that prior to its bankruptcy filing, its has obtained a revolving credit facility in the total aggregate amount of $400 million, with various financial institutions that were from time to time parties thereto, including ABN AMRO Capital USA, LLC, which served as administrative agent and collateral agent, Societe Generale, which served as syndication agent, and BNP Paribas and Natixis, New York Branch, which together served as co-documentation agents. Pursuant to the Prepetition Credit Agreement and all the related loan and security documentation, the Debtor granted ABN AMRO and the Prepetition Lenders blanket first-priority liens on virtually all of its assets, excluding any pledge of the equity interests in the Debtor's subsidiaries. As of the Petition Date, there is an outstanding principal balance of not less than $359,900,000 plus accrued and unpaid interest and fees owed by the Debtor under the Prepetition Credit Documents. The Debtor proposes to provide ABN AMRO and the Prepetition Lenders with Adequate Protection Liens, an Adequate Protection Superpriority Claim, Adequate Protection Payments, including payment of the Prepetition Agent's professionals' fees/expenses and, subject to entry of the Final Order, the Debtor's payment of all of its cash in excess of $3 million, plus amounts for unpaid adequate protection payments, to ABN AMRO on a weekly basis. ABN AMRO and Prepetition Lenders will also receive, among other things: (a) reports, information and access to the Debtor's books and records; (b) a modification of the automatic stay to enforce remedies; (c) a requirement that the Debtor comply with the Approved Budget; (d) limitations on the disposition of assets and the use of cash collateral; (e) a right to request the Debtor to obtain a replacement CRO; (f) a right to credit bid; and (g) a general and complete release. A full-text copy of the Debtor's Motion, dated January 3, 2017, is available at https://is.gd/kJw8ER About Transmar Commodity Group Ltd. Transmar Commodity Group Ltd. filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 16-13625), on December 31, 2016. The Petition was signed by was signed by Peter G. Johnson, chairman, president and chief executive officer. At the time of filing, the Debtor had estimated both assets and liabilities ranging between $100 million to $500 million each. The Debtor is represented by Joseph L. Schwartz, Esq., Tara J. Schellhorn, Esq. and Rachel F. Gillen, Esq., at Riker Danzig Scherer Hyland & Perretti LLP. The Debtor engaged Tracy L. Klestadt, Esq., Joseph C. Corneau, Esq., and Christopher J. Reilly, Esq., at Klestadt Winters Jureller Southard & Stevens, LLP as Local New York Bankruptcy Counsel; and GORG as German Special Counsel. The Debtor hired DeLoitte Transactions and Business Analytics LLP as its Restructuring Advisor; and Donlin, Recano & Company, Inc. as its Claims & Noticing Agent. TURNER TREE: Second Amended Disclosure Statement Approved --------------------------------------------------------- Judge Paul M. Black of the U.S Bankruptcy Court for the Western District of Virginia conditionally approved the second amended disclosure statement filed by Turner Tree & Landscape, LLC , n Jan. 5, 2017. Feb. 6, 2017, is fixed as the last day for filing and serving written objections to the disclosure statement and serving written objections to confirmation of the plan. Feb. 6, 2017, is fixed as the last day for filing written acceptances or rejections of the plan. The hearing on final approval of the disclosure statement and for the hearing on confirmation of the plan is on Feb. 8, 2017 at 11:30 a.m. at the U.S. Bankruptcy Court, 3rd Floor Courtroom, 700 Main St., Danville, VA 24541. Headquartered in Palmetto, FL, Turner Tree & Landscape, LLC filed for chapter 11 bankruptcy protection (Bankr. W.D.Va Case No. 15-62285)on Dec. 3, 2015, with estimated assets and liabilities of $1 million to $10 million. The petition was signed by Darrell L. Turner, manager. The Debtor listed Bank of America as its largest unsecured creditor holding a claim of $24,513. TUSCANY ENERGY: Has Until Feb. 10 to Use Armstrong Bank Cash ------------------------------------------------------------ Judge Erik P. Kimball of the U.S. Bankruptcy Court for the Southern District of Florida authorized Tuscany Energy, LLC, to use Armstrong Bank's cash collateral on an interim basis, until Feb. 10, 2017. The Debtor is authorized to use cash collateral to pay actual and necessary ordinary course operating expenses. Judge Kimball authorized Donald Sider to accrue a $15,000 management fee during the period of the Court's Interim Order. Judge Kimball, however, held that the Debtor will only provide Mr. Sider with a payment of an amount up to $10,000 during the period of the Interim Order, provided that such amount leaves the Debtor with a $500 positive cash flow position at the end of the period of the Interim Order, or Feb. 10, 2017. The approved Cash Operating Plan, for the period Jan. 11, 2017 to Feb. 10, 2017, provided for total lease operating expense in the amount of $51,633, and total administrative expense in the amount of $11,600. Armstrong Bank was granted replacement liens to the same extent and priority that Armstrong Bank held a properly perfected prepetition security interest. The Debtor is directed to maintain the dollar value of $141,000 in cash and $76,000 in accounts receivable, subject to a reduction for the Holiday Bonuses, so that on the date of the Interim Hearing, the Debtor will have at least a total of $217,000 in cash on hand and accounts receivable. The Debtor is further directed to continue maintaining with financially sound and reputable insurance companies, insurance coverage in amounts and against risks as reasonably required by Armstrong Bank, with such insurance policies reflecting Armstrong Bank as loss payee and the U.S. Trustee as a notice party. Judge Kimball ordered the Debtor to: (a) make any and all payments necessary to keep its property operating and in good repair and condition and not to permit or commit any waste thereof; (b) maintain all of its property in good condition and repair, not commit any waste thereof and make all necessary replacements thereof, and operate the same properly and efficiently; and (c) preserve and maintain all patents, licenses, privileges, franchises, certificates and the like necessary for the operation of its business. An interim hearing on the use of cash collateral is scheduled on Feb. 8, 2017 at 2:00 p.m. A full-text copy of the Order, dated Jan. 9, 2017, is available at http://bankrupt.com/misc/TuscanyEnergy2016_1610398epk_202.pdf About Tuscany Energy Tuscany Energy, LLC, filed for Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No. 16-10398) on Jan. 11, 2016. The petition was signed by Donald Sider, manager. The case is assigned to Judge Erik P. Kimball. At the time of the filing, the Debtor estimated assets at $100,000 to $500,000 and liabilities at $1 million to $10 million. The Debtor is represented by Bradley S. Shraiberg, Esq., at Shraiberg, Ferrara, & Landau P.A. No official committee of unsecured creditors has been appointed in the Chapter 11 case of Tuscany Energy. UGHS SENIOR LIVING: Ch. 7 Conversion, Ch. 11 Trustee Sought ----------------------------------------------------------- Van Kampen Pierre Knoxville, LLC, and Van Kampen Pierre Pearland, LLC, ask the U.S. Bankruptcy Court for the Southern District of Texas to enter Order converting the Chapter 11 cases of UGHS Senior Living, Inc., et al., to cases under Chapter 7 Liquidation, or, in the alternative, appoint a Chapter 11 Trustee for the Debtors. The Debtors formerly operated senior living facilities. According to the Motion, there have been conflicting demands made on the remaining proceeds from various creditors -- most of whom are relying on documents executed by the Debtors prior to the November 10, 2015 petition date. The professionals for the Debtors are in the untenable position of having to try and harmonize transactions that cannot be easily reconciled. A trustee will not be burdened by these challenges and can evaluate the positions of the various parties and get the case resolved and cash distributed to the creditors hopefully in an expeditious manner, the Movants tell the Court. Moreover, the Movants assert that the Debtors have no reasonable likelihood of reorganizing. All of their assets have been sold. They have no continuing business operations. There is no opportunity for a rehabilitation of the Debtors in the manner contemplated by section 1112 of the Bankruptcy Code, the Movants said. Therefore, the Movants submits that it is in the best interests of the creditors for the case to either be converted to one under Chapter 7 or to have a Chapter 11 Trustee appointed. The Movants are represented by: Morris D. Weiss, Esq. WALLER LANSDEN DORTCH & DAVIS, LLP 100 Congress Avenue, Suite 1800 Austin, Texas 78701 Tel.: (512) 685-6400 Fax: (512) 685-6417 Email: morris.weiss@wallerlaw.com UGHS Senior Living, Inc., filed for Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Case No. 15-80399) on Nov. 10, 2015, estimating its assets at up to $50,000 and liabilities at between $1 million and $10 million. The petition was signed by Chad J. Shandler, chief restructuring officer. Judge Letitia Z. Paul presides over the case. John F Higgins, IV, Esq., and Aaron James Power, Esq., at Porter Hedges LLP serve as the Debtor's bankruptcy counsel. These affiliates also filed separate Chapter 11 bankruptcy petitions: TrinityCare Senior Living, LLC (Bankr. S.D. Tex. Case No. 15-80400), UGHS Senior Living Real Estate of Port Lavaca, LLC (Bankr. S.D. Tex. Case No. 15-80401), UGHS Senior Living Real Estate of Pearland, LLC (Bankr. S.D. Tex. Case No. 15-80402), UGHS Senior Living Real Estate of Knoxville, LLC (Bankr. S.D. Tex. Case No. 15-80406), UGHS Senior Living of Pearland, LLC (Bankr. S.D. Tex. Case No. 15-80404), UGHS Senior Living of Port Lavaca, LLC (Bankr. S.D. Tex. Case No. 15-80405), UGHS Senior Living of Knoxville, LLC (Bankr. S.D. Tex. Case No. 15-80406), TrinityCare Senior Living of Covington, LLC (Bankr. S.D. Tex. Case No. 15-80407), TrinityCare Lighthouse of Pearland, LLC (Bankr. S.D. Tex. Case No. 15-80408), and UGHS Senior Living Real Estate, LLC (Bankr. S.D. Tex. Case No. 15-80409). TrinityCare Senior Living, LLC, estimated its assets at between $1 million and $10 million and its liabilities at between $100,000 and $500,000. UGHS Senior Living, Inc., is headquartered at Friendswood, Texas. UP FIELDGATE: Can Use Bancorp Bank Cash Collateral on Interim Basis ------------------------------------------------------------------- Judge Cynthia C. Jackson of the U.S. Bankruptcy Court for the Middle District of Florida authorized UP Fieldgate US Investments-Fashion Square, LLC to use cash collateral of The Bancorp Bank on an interim basis through the week ending January 27, 2017. The Debtor was authorized to use cash collateral to pay amounts expressly authorized by the Court, including payments to the U.S. Trustee for quarterly fees, the current and necessary expenses set forth in the approved budget, and such additional amounts as may be expressly approved in writing by Bancorp. The approved Budget provides total operating expenses of approximately $327,281 for the period from the week ending January 6, 2017 through the week ending January 27, 2017. The Debtor was directed to maintain insurance coverage for its property in accordance with the obligations under the loan and security documents with Bancorp, and to grant to The Bancorp access to its business records and premises for inspection. Bancorp was granted a perfected post-petition lien against cash collateral to the same extent and with the same validity and priority as the prepetition lien, without the need to file or execute any document as may otherwise be required under applicable non-bankruptcy law, including Bancorp's lien in proceeds in any debtor-in-possession bank account into which proceeds are deposited. Among other things, the Order provided other conditions to the Debtor's use of cash collateral: (a) Mr. Scott Fish will not receive any payments, directly or indirectly, from any source related to the Debtor; (b) Bancorp will have, as of the petition date, an administrative expense claim for the diminution in the "Cash Collateral" resulting by and through Debtor's use thereof; (c) The Debtor will furnish to Bancorp: (1) monthly operating statements and financial reports, (2) a report showing a comparison of the actual revenues and expenses versus the budgeted revenues and expenses, and (3) an updated rent roll, accounts receivable and accounts payable aging report, and updated documents for the other reports identified in the above subparagraph; (d) The Debtor will provide Bancorp with a current or monthly rent roll and copies of all leases and amendments and will not enter into any new leases or amendments, for a period of greater than 366 days, without Bancorp's consent or Court approval; (e) The Debtor will provide Bancorp copies of all service agreements pertaining to the Shopping Mall, and will not enter into any new agreements or amendments, except ordinary course and less than 366 days without Bancorp's consent or Court approval; (f) The Debtor will deliver to Bancorp copies of check register, and bank statements for the period since July 1, 2016 and the same documents on continuing basis; and (g) The Debtor will provide Bancorp with proof of insurance naming Bancorp as additional insured and loss payee as required by the Loan Documents. A continued hearing on the Debtor's Motion will be held on January 25, 2017 at 10:00 a.m. A full-text copy of the Interim Order, dated January 12, 2017, is available at https://is.gd/hYeDRT About UP Fieldgate US Investments - Fashion Square, LLC UP Fieldgate US Investments - Fashion Square, LLC owns and operates the Orlando Fashion Square Mall, an 80-acre mixed-use development located near downtown Orlando, which includes a two-story indoor shopping mall consisting of over 1,000,000 leasable square feet. The Debtor currently leases a number of rental units within the Mall and collects monthly rents from each tenant. UP Fieldgate US Investments - Fashion Square, LLC and its affiliate UP Development Key West Holdings, LLC filed separate Chapter 11 petitions (Bankr. M.D. Fla. Case Nos. 17-00088 and 17-00090) on January 6, 2017. The Petitions were signed by Scott D. Fish, manager/member. The cases are assigned to Judge Cynthia C. Jackson. The Debtors are represented by R. Scott Shuker, Esq. and Daniel A. Velasquez, Esq., at Latham, Shuker, Eden & Beaudine, LLP. At the time of filing, the UP Fieldgate estimated assets and liabilities at $10 million to $50 million, while UP Development estimated assets at $1 million to $10 million and liabilities at $10 million to $50 million. USA DISCOUNTERS: Liquidating Plan to Pay Unsecureds Up to 7% ------------------------------------------------------------ Unsecured creditors of USA Discounters, Ltd. will recover up to 7% of their claims, according to the latest Chapter 11 of liquidation proposed by the company and its affiliates. Under the liquidating plan, Class 4 general unsecured creditors will get 5% to 7% of their allowed claims against USA Discounters. The company's affiliates USA Discounters Holding Company, Inc., and USA Discounters Credit, LLC do not anticipate there being any holder of allowed general unsecured claims against them, thus, the plan has not estimated a recovery percentage for them, according to the latest disclosure statement filed on Dec. 27, 2016, with the U.S. Bankruptcy Court in Delaware. A copy of the disclosure statement is available for free at: http://bankrupt.com/misc/USADiscounters_DS12272016.pdf About USA Discounters Ltd. USA Discounters, Ltd. was founded in May 1991. In the City of Norfolk, Virginia, under the name USA Furniture Discounters, Ltd. It sold goods through two groups of stores -- one group of specialty retail stores operating under the "USA Living" brand, typically in standalone locations, and seven additional retail stores operating under the "Fletcher's Jewelers" brand, typically in major shopping malls. USA Discounters, Ltd., and two affiliates sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 15-11755) on Aug. 24, 2015, to wind down the business. The Debtors tapped Pachulski Stang Ziehl & Jones LLP and Klee, Tuchin, Bogdanoff & Stern LLP as attorneys, and Kurtzman Carson Consultants, LLC, as claims and noticing agent. USA Discounters Ltd. disclosed total assets of $97,490,455 plus an undetermined amount and total liabilities of $63,011,206 plus an undetermined amount. The official committee of unsecured creditors is represented by Kelly Drye & Warren LLP as lead counsel, Khler Harrison Harvey Branzburg LLP as its Delaware co-counsel. FTI Consulting, Inc., serves as its financial advisor. VALUEPART INC: Allowed to Continue Using Cash Collateral -------------------------------------------------------- Judge Harlin DeWayne Hale of the U.S. Bankruptcy Court for the Northern District of Texas authorized ValuePart, Incorporated to use cash collateral on an interim basis. Judge Hale acknowledged that the Debtor has a need to use cash collateral in order to fund working capital, operating expenses, capital expenditures, fixed charges, payroll, and other general corporate purposes arising in the Debtor's ordinary course of business, necessary for the orderly maintenance and operation of the Debtor’s business as a going concern. The approved Budget reflected total operating disbursements of $7,294,590 and total non-operating disbursements of $906,579 for the period from the week ending December 24, 2016 through February 4, 2017. The Debtor named ACF FinCo I LP, its senior lender, and Skokie Investrade, Inc., its junior lenders, as the secured creditors with interests in the cash collateral. The adequate protection granted to ACF FinCo and Skokie Investrade are: (a) From the Petition Date until such time as the Debtor no longer uses ACF FinCo's Cash Collateral, the Debtor will deliver to ACF FinCo timely and current monthly payments of $50,000 plus accrued interest at the non-default rate as identified in the Budget as Adequate Protection for Ares. (b) ACF FinCo and Skokie Investrade are each granted replacement liens and security interests in all of the Debtor's assets, in the same nature, extent, priority, and validity that such liens, existed on the Petition Date, in the amount equal to the aggregate diminution in value of the prepetition collateral, to the extent of their interests therein. The Debtor's right to use cash collateral will end at the earlier of: (a) February 4, 2017, the last day of the time period set forth in the approved Budget, or (b) a final hearing on the Debtor's Motion to use cash collateral. An interim hearing to consider further relief is scheduled on February 1, 2017, at 10:30 a.m. A full-text copy of the Fourth Interim Order, dated January 5, 2017, is available at https://is.gd/ElX4Kl About ValuePart, Incorporated ValuePart, Incorporated is a Chicago-based distributor of high quality, competitively priced, aftermarket replacement parts for off-highway earthmoving equipment manufacturers such as Caterpillar, Case, Komatsu, Deere, International, Bobcat and Hitachi, along with many others. The Debtor operates from 8 locations in Illinois, Texas, Nevada, Washington, Ohio, Georgia, Vancouver and Toronto, and employs approximately 70 employees. Although headquartered in Vernon Hills, Illinois, the Debtor's largest distribution center is located in Dallas, Texas. ValuePart filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 16-34169), on Oct. 27, 2016. The petition was signed by Isa Passini, vice president. The case is assigned to Judge Harlin DeWayne Hale. At the time of filing, the Debtor estimated both assets and liabilities at $10 million to $50 million. The Debtor is represented by Marcus Alan Helt, Esq., Mark C. Moore, Esq., and Thomas C. Scannell, Esq., at Gardere Wynne Sewell LLP. The Debtor's Restructuring Advisor is CR3 Partners, LLC; and the Debtor's Claims and Noticing Agent is Upshot Services LLC. The Office of the U.S. Trustee appointed the following creditors to serve on the Official Committee of Unsecured Creditors: Federal Mogul, Kunshan Taiheiya Precision Machinery, Pukdoo Industrial Co., Ltd, and Modena Parts S.R.L. VANGUARD HEALTHCARE: HFS Files Limited Objection To Plan Outline ---------------------------------------------------------------- Healthcare Financial Solutions, LLC, filed a Limited Objection/Reservation of Rights with respect to the disclosure statement accompanying the joint plan of reorganization filed by Vanguard Healthcare, LLC, et. al., on Nov. 30, 2016. HFS asserts that, for the disclosure statement to provide "adequate information" concerning the plan and related matters, it should be amended to address the following: (i) The disclosure statement should more completely describe HFS' secured claims, and should make clear that, notwithstanding any internal allocation that may have been used by the Debtors, all of the Debtors, non-Debtor borrowers and other credit parties are jointly and severally liable for the full amount of the HFS Loan Obligations. (ii) CCP Mustang Holdings LLC has filed an objection to the disclosure statement, asserting that the disclosure statement should include additional information relating to its alleged unsecured claim of almost $10 million against Debtor Vanguard Healthcare, LLC. In relation to this request, the disclosure statement should include information regarding the complete subordination of all claims (if any) now held by CCP Mustang to the claims held by HFS. In particular, the disclosure statement should disclose that, payment of, or any other type of distribution made under the plan for, any allowed claim held by CCP Mustang is subordinate and subject in right and time of payment to the indefeasible payment in full of the HFS claims, including the Loan Obligations. The Debtors and HFS have engaged in extensive negotiations over a period of months regarding the terms of a proposed consensual restructure of the Loan Obligations owing by the Debtors and non-Debtor borrowers. It is HFS' position that, with respect to the non-Debtor borrowers, any restructure is possible only with HFS' agreement. The Debtors and HFS have a (nonbinding) understanding in principle regarding a consensual restructure of the Loan Obligations. Any agreement by HFS, however, is subject to documentation through the final version of the plan, the plan confirmation order, and restructured loan and security documents, all in form and content acceptable to HFS in its sole discretion. Based on the foregoing, HFS requests that the points raised in this Limited Objection be addressed before the disclosure statement is approved. About Vanguard Healthcare Vanguard is a long-term care provider headquartered in Brentwood, Tennessee, providing rehabilitation and skilled nursing services at 14 facilities in four states (Florida, Mississippi, Tennessee and West Virginia). Vanguard Healthcare, LLC, and 17 of its subsidiaries each filed a Chapter 11 bankruptcy petition (Bankr. M.D Tenn. Lead Case No. 16-03296) on May 6, 2016. The petitions were signed by William D. Orand, the CEO. The cases are assigned to Judge Randal S. Mashburn. Vanguard estimated assets in the range of $100 million to $500 million and liabilities of up to $100 million. The Debtors have hired Bradley Arant Boult Cummings LLP as counsel and BMC Group as noticing agent. The U.S. Trustee for Region appointed seven creditors of Vanguard Healthcare, LLC, to serve on the official committee of unsecured creditors. The committee members are Kindred Nursing Centers East, L.L.C., Medline Industries, Inc., Healthcare Services Group, Inc., Kirk F. Hebert, Signature Healthcare, LLC, et al., Express Courier, and Rezult Group, Inc. VENUS HOSPITALITY: Unsecureds To Get $18,000 Under Plan ------------------------------------------------------- Venus Hospitality, LLC, and Girirajan Mohan and Ragini Prajapati filed with the U.S. Bankruptcy Court for the Eastern District of Texas a supplemental disclosure statement with respect to the Debtors' post-confirmation modified plan of reorganization. Holders of Class 9 Allowed Unsecured Creditors of Venus Hospitality, LLC's claims -- in the approximate amount of $803,770.83 -- will be paid a total of $18,000 on the Effective Date of the Plan from funds provided by Paresh Balu Patel and Kinnari Prajapati. Paresh Balu Patel and Kinnari Prajapati will pay these funds to Girirajan Mohan and Ragini Prajapati. In turn, Girirajan Mohan and Ragini Prajapati will pay these funds to the Maida Law Firm, PC, on behalf of Venus for the benefit of Class 9. Paresh Balu Patel and Kinnari Prajapati will execute a "Gift Letter" acknowledging that the payments are bona fide gifts and that there is no obligation, expressed or implied, to repay the sums. The gift is not property of the estate. These non-estate funds are a new value to Class 9 in order for the Mohan's to reacquire their equity in the estate. Maida Law will deposit the sum of $18,000 into its Interest On Lawyers Trust Account on or before the Effective Date of the Plan. The distribution of the Fund will be in addition to the provisions provided in Article VII of the Plan. After all post-confirmation deficiency claims and executor contract rejection damage claims are filed and adjudicated, the Debtors' counsel will prepare a pro rata distribution chart. The Debtors' counsel will distribute the Fund according to this distribution chart. In addition, Venus will pay Class 9 additional payments at the end of calendar years 2013, 2014, and 2015. The additional annual payment amount will be the greater of $5,000 or 33% of annual net profit for calendar years 2013, 2014, and 2015. The annual payment will be calculated by January 31st of each successive calendar year by using an accountant prepared yearly operating report. The distribution of the Fund will be in addition to the provisions provided in Article VII of the Plan. The Annual Payment will be distributed pro rata among the holders of allowed claims in Class 9 by February 15th of 2014, 2015, and 2016. Class 9 is impaired. The Disclosure Statement is available at: http://bankrupt.com/misc/txeb12-10414-202.pdf Headquartered in Orange, Texas, Venus Hospitality, LLC, dba Super 8 Orange, dba Motel 6, filed for Chapter 11 bankruptcy protection (Bankr. E.D. Tex. Case No. 12-10414) on July 2, 2012, listing $1,590,137 in assets and $3,121,179 in liabilities. The petition was signed by Girirajan Mohan, member-manager. Frank J. Maida, Esq., at Maida Law Firm serves as the Debtor's bankruptcy counsel. Related entity Girirajan Mohan and Ragini Prajapati (Bankr. E.D. Tex. Case No. 12-10415) filed a separate Chapter 11 petition on July 2, 2012. The cases are jointly administered under Venus Hospitality. VESCO CONSULTING: Authorized to Use Cash Collateral Until June 30 ----------------------------------------------------------------- Judge Elizabeth E. Brown of the U.S. Bankruptcy Court for the District of Colorado authorized VESCO Consulting Services, LLC to use cash collateral through June 30, 2017. In order to provide adequate protection for the Debtor's use of cash collateral to Points West: (a) The Debtor will provide a replacement lien on all post-petition accounts and inventory only to the extent that the use of the cash collateral results in a decrease in the value of the collateral; (b) The Debtor will maintain adequate insurance coverage on all personal property and real property assets and adequately insure against any potential loss; (c) The Debtor will provide to Points West all periodic reports and information filed with the Bankruptcy Court; (d) Subject to any Supplemental Budget, the Debtor will only expend cash collateral pursuant to the Budget subject to reasonable fluctuation of no more than 15% for each expense line item per month; (e) The Debtor will pay all post-petition taxes; and (f) The Debtor will retain in good repair all collateral in which Points West has an interest. In order to provide adequate protection for the Debtor's use of cash collateral to the Colorado Department of Revenue: (a) The Debtor will transmit two equal adequate protection payments to CDOR, on account of pre-petition trust fund taxes collected by Debtor but not remitted to CDOR, each payment in the amount of $5,337, with one payment due by January 31, 2017 and one payment due by February 28, 2017; (b) For the post-petition period November, 2016, the Debtor will pay sales taxes in the amount of $6,919 and wage withholding taxes in the amount of $1,299 on or before January 6, 2017; and (c) The Debtor will timely file and pay all post-petition tax returns as they come due post-petition. A full-text copy of the Order, dated January 12, 2017, is available at https://is.gd/nLBYTH About VESCO Consulting Services 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. The Debtor is represented by Kevin S. Neiman, Esq. at the Law Offices of Kevin S. Neiman, PC. 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. WGC INC: Unsecured Creditors To Get $0 Under Plan ------------------------------------------------- WGC, Inc., and HMF Golf, Inc., filed with the U.S. Bankruptcy Court for the Western District of Pennsylvania a joint disclosure statement to accompany their joint plan of reorganization dated Jan. 8, 2017. Class 5 -- Unsecured Claims -- which total $534,395.50 -- are impaired under the Plan. The Class 5 claims will receive $0 from the proposed sale and under this proposed plan. The source of funds for plan payments will be derived from proceeds of the sale of Debtors' assets. The Plan is to be implemented by the sale of all assets, both real and personal, of both Debtors to the "W" Club of Reno, Inc., or other qualified bidder, pending court approval. The Disclosure Statement is available at: http://bankrupt.com/misc/pawb16-10347-154.pdf WGC, Inc., and HMF Golf, Inc., are businesses incorporated in the Commonwealth of Pennsylvania. They operate an 18-hole golf course in Reno, Pennsylvania known as Wanango Golf Club. WGC filed a Chapter 11 petition (Bankr. W.D. Pa. Case No. 16-10347) on April 13, 2016, estimating assets of $0 to $50,000 and debts of $1 million to $10 million. The petition was signed by Steven Shingledecker, general manager. HMF filed a Chapter 11 petition (Bankr. W.D. Pa. Case No. 16-10346) on April 13, 2016. The Debtors are represented by Brian C. Thompson, Esq., at Thompson Law Group, P.C. The cases are assigned to Judge Thomas P. Agresti. WORLD OF DISCOVERY: Unsecureds to be Paid 17.5% Over 3 Years ------------------------------------------------------------ Unsecured creditors of World of Discovery Inc. will get 17.5% of their allowed claims under the company's proposed plan to exit Chapter 11 protection. Under the restructuring plan, holders of allowed Class 8 general unsecured claims will be paid 17.5% of their claims, paid monthly over three years. Payments will start in January 2018. The anticipated claims of general unsecured creditors total $205,721.82. Class 8 is impaired, according to the company's disclosure statement filed on Dec. 27, 2016, with the U.S. Bankruptcy Court for the District of Vermont. A copy of the disclosure statement is available for free at: http://bankrupt.com/misc/WorldofDiscovery_DS12272016.pdf World of Discovery is represented by: Rebecca Rice, Esq. Cohen & Rice 26 West Street Rutland, VT 05701 Phone: 802-775-7252 Email: Steeplbush@aol.com About World of Discovery World of Discovery sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Vt. Case No. 16-11293) on June 30, 2016. The petition was signed by Kim Dyer, president. At the time of the filing, the Debtor estimated assets and liabilities of less than $1 million. The Debtor was established in 2007 when Kim Dyer purchased a building located at Rte 131 in Weathersfield, Vermont, after running a successful registered inhome childcare in Cavendish VT for four years. XTERA COMMUNICATIONS: Taps Epiq as Administrative Advisor --------------------------------------------------------- Xtera Communications, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire Epiq Bankruptcy Solutions. Epiq will serve as administrative advisor for Xtera and its affiliates in connection with their Chapter 11 cases. The services to be provided by the firm include: (a) assisting in the preparation of the Debtors' schedules of assets and liabilities and statements of financial affairs; (b) assisting in the solicitation, balloting, tabulation, and calculation of votes in connection with the confirmation of any bankruptcy plan; (c) generating an official ballot certification and testifying, if necessary, in support of the ballot tabulation results for any bankruptcy plan; (d) assisting in claims objections, claims reconciliation and related matters; and (e) managing distributions pursuant to any confirmed bankruptcy plan. The hourly rates charged by the firm are: Clerical/Admin Support $25 – $45 IT/Programming $65 – $85 Case Managers $70 – $165 Consultants/Directors/VP $160 – $190 Solicitation Consultant $190 Executive VP, Solicitation $215 Executives No Charge Brian Karpuk, director of Epiq, disclosed in a court filing that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Brian Karpuk Epiq Bankruptcy Solutions 824 N. Market Street, Suite 412 Wilmington, DE 19801 About Xtera Communications Xtera Communications and seven affiliated debtors filed for Chapter 11 protection (Bankr. D. Del. Lead Case No. 16-12577) on Nov. 15, 2016. The company sells telecommunications-related optical transport solutions. The company disclosed $50.47 million in assets and $66.45 million in total debt as of the bankruptcy filing. Xtera tapped DLA Piper LLP as legal counsel; Cowen & Company as investment banker; and Epiq Systems Inc. as claims agent. On Nov. 23, 2016, the Office of the U.S. Trustee appointed five creditors to serve on the official committee of unsecured creditors. Lawyers at Bayard P.A., and Lowenstein Sandler LLP serve as counsel to the committee while BDO USA, LLP (BDO) serves as its financial advisor. HIG Neptune, the postpetition lender, is represented by Allen & Overy LLP; and Morris, Nichols, Arsht & Tunnell LLP. Counsel to Wilmington Trust, N.A., the DIP Agent, is Kaye Scholer LLP. Counsel to the prepetition senior lender are Levy, Small & Lallas and Chipman Brown Cicero & Cole, LLP. Counsel to Horizon Technology Finance Corp., the prepetition subordinated lender, is K&L Gates LLP. YIELD10 BIOSCIENCE: Director Matthew Strobeck Resigns ----------------------------------------------------- Matthew Strobeck, a current director of Yield10 Bioscience, Inc., tendered his resignation from the Company's board of directors. Mr. Strobeck's resignation was effective as of Jan. 10, 2017, and was not the result of any disagreement, the Company said. The Company intends to fill the vacancy on its board resulting from Mr. Strobeck's resignation. Mr. Strobeck also served on the Company's audit committee during his tenure on the board of directors. His position on the committee will be filled immediately through the board's selection of current independent board member, Celeste Beeks Mastin. Ms. Mastin is the CEO of Distribution International, Inc., a supplier of thermal insulation, safety equipment and environmental products. Among her qualifications, Ms. Mastin holds a bachelor's degree in chemical engineering from Washington State University and a master's degree in business administration from the University of Houston. About Yield10 Bioscience Yield10 Bioscience, Inc., formerly known as Metabolix, Inc., is focused on developing disruptive technologies for producing step-change improvements in crop yield to enhance global food security. Yield10 is leveraging an extensive track record of innovation based around optimizing the flow of carbon intermediates in living systems. By working on new approaches to improve fundamental elements of plant photosynthetic efficiency and optimizing carbon metabolism to direct more carbon to seed production, Yield10 is advancing several yield traits it has developed in crops such as Camelina, canola, soybean and corn. Yield10 is based in Woburn, MA. Metabolix changed its name to Yield10 Bioscience, Inc., effective Jan. 9, 2017 to reflect the new mission and strategic direction of the business. Metabolix reported a net loss of $23.68 million in 2015, a net loss of $29.53 million in 2014 and a net loss of $30.50 million in 2013. As of Sept. 30, 2016, Metabolix had $13.52 million in total assets, $4.94 million in total liabilities and $8.57 million in total stockholders' equity. PricewaterhouseCoopers LLP, in Boston, Massachusetts, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has suffered recurring losses from operations and has insufficient capital resources, which raises substantial doubt about its ability to continue as a going concern. [*] Schulte Roth & Zabel Announces Promotions of Attorneys ---------------------------------------------------------- Schulte Roth & Zabel (SRZ) on Jan. 10, 2017, announced the election of Antonio L. Diaz-Albertini, Seth R. Henslovitz, Seetha Ramachandran and Ji Hye You as partners. The firm also announced the promotion of Conrad Axelrod, Melissa G.R. Goldstein, Scott A. Heard and Jenny K. Needelman to special counsel. The promotions were effective Jan. 1, 2017. Mr. Diaz-Albertini, Mr. Henslovitz, Ms. Ramachandran, Ms. You, Mr. Axelrod, Mr. Heard and Ms. Needelman are resident in the firm's New York office, and Ms. Goldstein is in the Washington, D.C. office. "We are excited to recognize these highly skilled practitioners who have distinguished themselves as leading lawyers in the industry," said Alan S. Waldenberg, chair of the firm's Executive Committee. "These individuals are trusted advisers and we expect them to make outstanding contributions in their new roles." PARTNERS Antonio L. Diaz-Albertini, a partner in the Finance and M&A and Securities Groups, advises private equity funds, global investment banking firms, commercial banks and public and private corporations in finance transactions, including syndicated credit facilities, the issuance of secured and unsecured high-yield debt securities and the issuance of equity securities. He works on both the bank and high-yield aspects of acquisition financings, refinancings and out-of-court debt restructurings. Mr. Diaz-Albertini received his J.D., magna cum laude, from Syracuse University College of Law and his B.S., magna cum laude, from Bryant University. Seth R. Henslovitz, a partner in the Real Estate Group, concentrates on real estate transactions, including representing lenders and borrowers in connection with commercial mortgage and mezzanine financing, acquisitions and dispositions of mortgage and mezzanine debt, acquisitions and dispositions of commercial properties, workouts and restructurings and negotiation of joint venture agreements. His clients include real estate private equity funds, major financial and commercial lending institutions and developers, owners and operators of commercial office buildings, shopping centers, hotels, residential complexes, industrial properties and undeveloped land. Mr. Henslovitz received his J.D. from Benjamin N. Cardozo School of Law and his B.B.A., with distinction, from University of Wisconsin-Madison. Seetha Ramachandran, a partner in the Litigation Group, focuses on anti-money laundering (AML) and OFAC compliance, criminal and regulatory investigations and enforcement, internal investigations, and civil and criminal forfeiture matters. She represents individuals as well as a range of companies including hedge funds, private equity funds, banks, broker-dealers and money services businesses. She is a former Deputy Chief in the Asset Forfeiture and Money Laundering Section (AFMLS) of the DOJ, where she was the first head of the Money Laundering and Bank Integrity Unit and oversaw the first major AML prosecutions. She is also a former Assistant U.S. Attorney for the Southern District of New York. Ms. Ramachandran received her J.D. from Columbia Law School, and her B.A., magna cum laude, from Brown University. Ji Hye You, a partner in the Finance Group, focuses her practice on commercial and corporate finance transactions and representation of private equity funds, hedge funds, investment banks and borrowers in a wide range of domestic and cross-border financing transactions, including asset-based and cash-flow facilities, acquisition and leveraged finance facilities, working capital facilities, secured financings, syndicated credit facilities and subordinated debt financings. Ms. You received her J.D. from Fordham University School of Law and her B.S., with distinction, from Cornell University, School of Hotel Administration. SPECIAL COUNSEL Conrad Axelrod, a special counsel in the Investment Management Group, focuses on the formation and structuring of private equity and alternative investment funds, with a particular emphasis on real estate, credit and infrastructure funds. He received his LL.M. from the Humboldt University of Berlin and his LL.B. and B.Sc. from the University of Tasmania. Melissa G.R. Goldstein, a special counsel in the Bank Regulatory Group, advises financial institutions on matters involving federal and state regulatory compliance, in particular those involving AML matters regulated under the USA PATRIOT Act and Bank Secrecy Act. She is a former attorney-advisor with the U.S. Department of the Treasury's Financial Crimes Enforcement Network (FinCEN). She received her J.D. from Fordham University School of Law and her B.S., with honors, from Cornell University. Scott A. Heard, a special counsel in the Finance Group, focuses on representing agents, lenders and borrowers in a variety of domestic and cross-border financing transactions, including asset-based and cash flow financings, first lien, second lien and first-out/last-out financings, acquisition financings, debtor-in-possession and exit financings, and debt restructurings and workouts. He received his J.D. from University of Buffalo School of Law. Jenny K. Needelman, a special counsel in the Individual Client Services Group, has extensive experience advising clients on a broad array of matrimonial issues, from the valuation and allocation of substantial and complex assets, to the most productive parenting arrangement for minor children. She received her J.D. from New York University School of Law and her B.A., cum laude, from Harvard College. About Schulte Roth & Zabel Schulte Roth & Zabel LLP -- http://www.srz.com/-- is a full-service law firm with offices in New York, Washington, D.C. and London. The firm regularly advises clients on corporate and transactional matters, as well as providing counsel on regulatory, compliance, enforcement and investigative issues. The firm's practices include: bank regulatory; bankruptcy & creditors' rights litigation; broker-dealer regulatory & enforcement; business reorganization; complex commercial litigation; cybersecurity; distressed debt & claims trading; distressed investing; education law; employment & employee benefits; energy; environmental; finance; financial institutions; hedge funds; individual client services; insurance; intellectual property, sourcing & technology; investment management; litigation; mergers & acquisitions; PIPEs; private equity; real estate; real estate capital markets & REITs; real estate litigation; regulated funds; regulatory & compliance; securities & capital markets; securities enforcement; securities litigation; securitization; shareholder activism; structured finance & derivatives; tax; and white collar defense & government investigations. [^] BOND PRICING: For the Week from January 9 to 13, 2017 --------------------------------------------------------- Company Ticker Coupon Bid Price Maturity ------- ------ ------ --------- -------- A. M. Castle & Co CASL 7.00 58.00 12/15/2017 American Tower Corp AMT 7.25 109.18 5/15/2019 Avaya Inc AVYA 10.50 20.75 3/1/2021 Avaya Inc AVYA 10.50 25.00 3/1/2021 BPZ Resources Inc BPZR 6.50 3.02 3/1/2015 BPZ Resources Inc BPZR 6.50 3.02 3/1/2049 Berry Petroleum Co LLC LINE 6.75 61.50 11/1/2020 Buffalo Thunder Development Authority BUFLO 11.00 37.75 12/9/2022 CEDC Finance Corp International Inc CEDC 10.00 29.88 4/30/2018 Caesars Entertainment Operating Co Inc CZR 12.75 74.00 4/15/2018 Caesars Entertainment Operating Co Inc CZR 5.75 66.75 10/1/2017 Chassix Holdings Inc CHASSX 10.00 8.00 12/15/2018 Chassix Holdings Inc CHASSX 10.00 8.00 12/15/2018 Chesapeake Energy Corp CHK 6.50 102.41 8/15/2017 Chukchansi Economic Development Authority CHUKCH 9.75 42.50 5/30/2020 Chukchansi Economic Development Authority CHUKCH 9.75 42.25 5/30/2020 Cinedigm Corp CIDM 5.50 10.00 4/15/2035 Claire's Stores Inc CLE 9.00 52.25 3/15/2019 Claire's Stores Inc CLE 8.88 21.00 3/15/2019 Claire's Stores Inc CLE 10.50 70.75 6/1/2017 Claire's Stores Inc CLE 7.75 11.88 6/1/2020 Claire's Stores Inc CLE 9.00 52.50 3/15/2019 Claire's Stores Inc CLE 7.75 11.88 6/1/2020 Claire's Stores Inc CLE 9.00 52.38 3/15/2019 Cobalt International Energy Inc CIE 2.63 40.50 12/1/2019 Concho Resources Inc CXO 6.50 103.23 1/15/2022 Cumulus Media Holdings Inc CMLS 7.75 40.00 5/1/2019 DFC Finance Corp DLLR 10.50 50.00 6/15/2020 DFC Finance Corp DLLR 10.50 49.63 6/15/2020 EXCO Resources Inc XCO 7.50 53.55 9/15/2018 Emergent Capital Inc EMG 8.50 40.00 2/15/2019 Energy Conversion Devices Inc ENER 3.00 7.88 6/15/2013 Energy Future Holdings Corp TXU 6.50 13.75 11/15/2024 Energy Future Holdings Corp TXU 6.55 14.00 11/15/2034 Energy Future Holdings Corp TXU 11.25 13.38 11/1/2017 Energy Future Holdings Corp TXU 9.75 29.25 10/15/2019 Energy Future Holdings Corp TXU 10.88 13.38 11/1/2017 Energy Future Intermediate Holding Co LLC / EFIH Finance Inc TXU 10.00 21.75 12/1/2020 Energy Future Intermediate Holding Co LLC / EFIH Finance Inc TXU 10.00 24.05 12/1/2020 Energy Future Intermediate Holding Co LLC / EFIH Finance Inc TXU 9.75 30.00 10/15/2019 Energy Future Intermediate Holding Co LLC / EFIH Finance Inc TXU 6.88 22.00 8/15/2017 Erickson Inc EAC 8.25 25.25 5/1/2020 Evergreen Solar Inc ESLR 4.00 0.39 7/15/2013 FXCM Inc FXCM 2.25 55.50 6/15/2018 Fleetwood Enterprises Inc FLTW 14.00 3.56 12/15/2011 Forbes Energy Services Ltd FESL 9.00 43.25 6/15/2019 GenOn Energy Inc GENONE 7.88 78.92 6/15/2017 Goodman Networks Inc GOODNT 12.13 35.00 7/1/2018 Gymboree Corp/The GYMB 9.13 35.00 12/1/2018 Homer City Generation LP GE 8.14 40.75 10/1/2019 Horsehead Holding Corp ZINC 10.50 80.25 6/1/2017 Illinois Power Generating Co DYN 7.00 37.00 4/15/2018 Illinois Power Generating Co DYN 6.30 36.63 4/1/2020 Iracore International Holdings Inc IRACOR 9.50 53.63 6/1/2018 Iracore International Holdings Inc IRACOR 9.50 53.63 6/1/2018 IronGate Energy Services LLC IRONGT 11.00 37.38 7/1/2018 IronGate Energy Services LLC IRONGT 11.00 37.38 7/1/2018 IronGate Energy Services LLC IRONGT 11.00 37.00 7/1/2018 IronGate Energy Services LLC IRONGT 11.00 37.00 7/1/2018 Jack Cooper Holdings Corp JKCOOP 9.25 43.78 6/1/2020 James River Coal Co JRCC 7.88 1.52 4/1/2019 Kellwood Co KWD 7.63 81.13 10/15/2017 Lehman Brothers Holdings Inc LEH 1.00 2.59 6/9/2009 Lehman Brothers Holdings Inc LEH 1.00 2.59 7/21/2009 Lehman Brothers Holdings Inc LEH 2.07 2.59 6/15/2009 Lehman Brothers Holdings Inc LEH 1.00 2.59 9/16/2010 Lehman Brothers Holdings Inc LEH 5.00 2.59 2/7/2009 Lehman Brothers Holdings Inc LEH 1.00 2.59 9/16/2010 Lehman Brothers Holdings Inc LEH 1.25 2.59 3/22/2012 Lehman Brothers Holdings Inc LEH 1.00 2.59 9/7/2012 Lehman Brothers Holdings Inc LEH 1.00 2.59 12/9/2012 Lehman Brothers Holdings Inc LEH 1.00 2.59 3/29/2014 Lehman Brothers Holdings Inc LEH 1.00 2.59 8/17/2014 Lehman Brothers Holdings Inc LEH 4.00 2.59 4/30/2009 Lehman Brothers Holdings Inc LEH 1.00 2.59 11/3/2011 Lehman Brothers Holdings Inc LEH 1.60 2.59 11/5/2011 Lehman Brothers Holdings Inc LEH 1.25 2.59 8/5/2012 Lehman Brothers Holdings Inc LEH 2.00 2.59 3/3/2009 Lehman Brothers Holdings Inc LEH 1.50 2.59 3/29/2013 Lehman Brothers Holdings Inc LEH 1.38 2.59 6/15/2009 Lehman Brothers Holdings Inc LEH 1.00 2.59 10/17/2013 Lehman Brothers Holdings Inc LEH 1.25 2.59 2/6/2014 Lehman Brothers Holdings Inc LEH 1.00 2.59 8/17/2014 Lehman Brothers Holdings Inc LEH 1.00 2.59 11/2/2011 Lehman Brothers Inc LEH 7.50 1.23 8/1/2026 Light Tower Rentals Inc LHTTWR 8.13 43.00 8/1/2019 Light Tower Rentals Inc LHTTWR 8.13 43.00 8/1/2019 Linn Energy LLC / Linn Energy Finance Corp LINE 6.50 43.50 5/15/2019 Linn Energy LLC / Linn Energy Finance Corp LINE 7.75 44.00 2/1/2021 Linn Energy LLC / Linn Energy Finance Corp LINE 6.25 44.50 11/1/2019 Linn Energy LLC / Linn Energy Finance Corp LINE 6.25 44.13 11/1/2019 Linn Energy LLC / Linn Energy Finance Corp LINE 6.25 44.13 11/1/2019 MF Global Holdings Ltd MF 3.38 26.00 8/1/2018 MModal Inc MODL 10.75 10.13 8/15/2020 Midstates Petroleum Co Inc / Midstates Petroleum Co LLC MPO 10.75 0.76 10/1/2020 Mirant Mid-Atlantic Series B Pass Through Trust GENONE 9.13 87.00 6/30/2017 Modular Space Corp MODSPA 10.25 56.00 1/31/2019 Modular Space Corp MODSPA 10.25 55.88 1/31/2019 NRG REMA LLC GENONE 9.24 85.00 7/2/2017 New Gulf Resources LLC/ NGR Finance Corp NGREFN 12.25 2.63 5/15/2019 New Gulf Resources LLC/ NGR Finance Corp NGREFN 12.25 2.63 5/15/2019 New Gulf Resources LLC/ NGR Finance Corp NGREFN 12.25 2.63 5/15/2019 Nine West Holdings Inc JNY 8.25 21.50 3/15/2019 Nine West Holdings Inc JNY 6.88 24.25 3/15/2019 Nine West Holdings Inc JNY 8.25 22.25 3/15/2019 Nuverra Environmental Solutions Inc NESC 9.88 11.32 4/15/2018 OMX Timber Finance Investments II LLC OMX 5.54 9.13 1/29/2020 Peabody Energy Corp BTU 6.00 49.00 11/15/2018 Peabody Energy Corp BTU 6.00 59.25 11/15/2018 Peabody Energy Corp BTU 6.00 46.25 11/15/2018 Permian Holdings Inc PRMIAN 10.50 30.00 1/15/2018 Permian Holdings Inc PRMIAN 10.50 30.00 1/15/2018 Pernix Therapeutics Holdings Inc PTX 4.25 25.00 4/1/2021 Pernix Therapeutics Holdings Inc PTX 4.25 25.10 4/1/2021 Prospect Holding Co LLC / Prospect Holding Finance Co PRSPCT 10.25 47.88 10/1/2018 Prospect Holding Co LLC / Prospect Holding Finance Co PRSPCT 10.25 47.88 10/1/2018 Rex Energy Corp REXX 8.88 39.92 12/1/2020 River Rock Entertainment Authority RIVER 9.00 21.25 11/1/2018 Rolta LLC RLTAIN 10.75 23.13 5/16/2018 SAExploration Holdings Inc SAEX 10.00 50.38 7/15/2019 Samson Investment Co SAIVST 9.75 7.18 2/15/2020 Sequa Corp SQA 7.00 56.00 12/15/2017 Sequa Corp SQA 7.00 56.25 12/15/2017 Sidewinder Drilling Inc SIDDRI 9.75 6.50 11/15/2019 Sidewinder Drilling Inc SIDDRI 9.75 6.50 11/15/2019 Stone Energy Corp SGY 1.75 60.00 3/1/2017 SunEdison Inc SUNE 5.00 38.00 7/2/2018 SunEdison Inc SUNE 2.00 3.50 10/1/2018 SunEdison Inc SUNE 2.38 3.50 4/15/2022 SunEdison Inc SUNE 0.25 3.20 1/15/2020 SunEdison Inc SUNE 2.75 3.50 1/1/2021 SunEdison Inc SUNE 2.63 3.25 6/1/2023 SunEdison Inc SUNE 3.38 2.75 6/1/2025 TMST Inc THMR 8.00 10.36 5/15/2013 Talos Production LLC / Talos Production Finance Inc TALPRO 9.75 52.50 2/15/2018 Talos Production LLC / Talos Production Finance Inc TALPRO 9.75 55.38 2/15/2018 TerraVia Holdings Inc TVIA 5.00 43.00 10/1/2019 TerraVia Holdings Inc TVIA 6.00 65.75 2/1/2018 Terrestar Networks Inc TSTR 6.50 10.00 6/15/2014 TetraLogic Pharmaceuticals Corp TLOG 8.00 5.50 6/15/2019 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 11.50 28.63 10/1/2020 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 15.00 0.67 4/1/2021 Trans-Lux Corp TNLX 8.25 20.13 3/1/2012 UCI International LLC UCII 8.63 26.50 2/15/2019 Venoco LLC VQ 8.88 1.27 2/15/2019 Verso Paper Holdings LLC / Verso Paper Inc VRS 11.75 17.00 1/15/2019 Verso Paper Holdings LLC / Verso Paper Inc VRS 11.75 17.00 1/15/2019 Violin Memory Inc VMEM 4.25 8.50 10/1/2019 Walter Energy Inc WLTG 8.50 0.42 4/15/2021 Walter Energy Inc WLTG 9.88 0.48 12/15/2020 Walter Energy Inc WLTG 9.88 0.48 12/15/2020 Walter Energy Inc WLTG 9.88 0.48 12/15/2020 iHeartCommunications Inc IHRT 10.00 73.00 1/15/2018 rue21 inc RUE 9.00 19.94 10/15/2021 rue21 inc RUE 9.00 22.00 10/15/2021 ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. 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