/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/170126.mbx T R O U B L E D C O M P A N Y R E P O R T E R Thursday, January 26, 2017, Vol. 21, No. 25 Headlines 1201 ERNSTON: Hires Trenk DiPasquale as Attorney 2200 PITKIN: Taps E. Waters & Associates as Legal Counsel 7901 7TH AVENUE: Secured Creditor's Disclosure Statement Approved ADM VENDING: Court Denies Approval of Plan Outline ALGODON WINES: Sells 43.8 Shares of Mercari Communications ALL PHASE STEEL: Hires Goldman Gruder as Special Counsel ALPHA METAL MANUFACTURING: Seeks to Hire AADR as Insolvency Counsel AMC ENTERTAINMENT: Moody's Puts B1 CFR on Review for Downgrade AMC ENTERTAINMENT: S&P Puts 'B+' CCR on CreditWatch Negative ARABELLA EXPLORATION: Seeks to Expedite CRO's Employment ATLAS DISPOSAL: Taps Stuart M. Nachbar as New Legal Counsel AVAYA INC: Seeks $725-Million DIP Facility from Citibank AZURE MIDSTREAM: AME Owns Less Than 5% of Common Units AZURE MIDSTREAM: Executives to Receive $1.4M Retention Bonuses BAERG REAL PROPERTY: Unsecureds to be Fully Paid in 36 Mos. at 2.5% BARTON PROPERTIES: Hires Alter & Brescia as Bankruptcy Counsel BENNU TITAN: Chapter 11 Case Sent to Texas BIONITROGEN HOLDINGS: Court Moves Plan Filing Period to Jan. 30 BLACKMAN COMMUNITY WATER: Has Until March 31 to File Plan BLUE LEOPARD: Ch. Trustee Hires Humphrey Law as Counsel BLUE STAR GROUP: Taps Mulhern Patterson as Special Counsel BONANZA CREEK: Hires Alvarez & Marsal as Financial Advisors BONANZA CREEK: Hires Davis Polk as Bankruptcy Counsel BONANZA CREEK: Hires Perella as Restructuring Financial Advisor BONANZA CREEK: Hires Prime Clerk as Administrative Agent BONANZA CREEK: Hires Richard Layton as Co-counsel BUFFETS LLC: Has Until March 10 to Solicit Plan Acceptances BURCON NUTRASCIENCE: Large Scale Reports 16.8% Equity Stake CAESARS ENTERTAINMENT: S&P Puts 'D' CCR on CreditWatch Positive CASABLANCA INT'L: Moody's Assigns B3 Corporate Family Rating CATHAY GENERAL: Fitch Affirms BB+ IDR; Outlook Still Positive CHANGE HEALTHCARE: S&P Assigns 'B+' CCR; Outlook Stable CHAPARRAL ENERGY: Disclosure Statement Okayed CHIEF POWER: Moody's Lowers Rating on Sr. Secured Loan to B2 CIENA CORP: Moody's Hikes CFR to Ba3; Outlook Positive CLAYTON WILLIAMS: Noble Energy Files Schedule 13D with SEC COMPCARE MEDICAL: Seeks Cash Access After Plan Rejected CORPORATE RISK: S&P Raises CCR to 'B-' on Planned Debt Reduction COSI INC: Needs Until February 9 to File Chapter 11 Plan CROSSMARK HOLDINGS: S&P Lowers CCR to 'CCC+' on Capital Structure CRYSTAL ENTERPRISES: Has Until Feb. 21 to File Plan & Disclosures CRYSTAL SPOON: Priority Unsec. Claims to be Fully Paid by Sept.2019 D & N ELECTRIC: Taps Henry F. Sewell as Legal Counsel D & N ELECTRIC: Taps Herbert C. Broadfoot as Legal Counsel DAKOTA PLAINS: U.S. Trustee Unable to Appoint Committee DEER MEADOWS: Intends to File Plan of Reorganization by April 17 DYNEGY INC: Bankruptcy Court Confirms Reorganization Plan EAST BAY DRY: Case Summary & 14 Unsecured Creditors ECOARK HOLDINGS: Appoints Jay Oliphant PFO and PAO ECOARK HOLDINGS: Appoints Two Board Members ECOARK HOLDINGS: Changes Fiscal Year End to March 31 ECOARK HOLDINGS: Chief Financial Officer Resigns ECOARK HOLDINGS: Names Jay Puchir Treasurer and Secretary ECRA GROUP: Unsecureds to Recover 3% in Five Years EMMAUS LIFE: Generex to Buy 51% Company Stake for $225 Million ENUMERAL BIOMEDICAL: Thomas Satterfield Reports 5% Equity Stake ESCALERA RESOURCES: Taps Williams Porter as Special Counsel ESTEBAN BEAUTY: Disclosures Conditionally OK'd; Hearing on Feb. 17 ESTEBAN BEAUTY: Needs Additional 90 Days to Confirm Plan ESTEBAN DISTRIBUTOR: Disclosures Conditionally Okayed EXCO RESOURCES: Receives Noncompliance Notice from NYSE FAMILY CHIROPRACTIC: Feb. 23 Plan Confirmation Hearing FARMACIA SAN JUSTO: Unsecureds to Recover 30% Under Plan FERRELLGAS PARTNERS: Moody's Rates New $150MM Sr. Notes 'Caa1' FIELDPOINT PETROLEUM: Amends Stock Purchase Ageement with HFT FIELDPOINT PETROLEUM: Sells $398,054 Common Shares FINJAN HOLDINGS: Sues Avast for 'Breach of Contract' FORBES ENERGY: Unsecureds to Recover 100% Under Plan FORMOSA PLANTATION: Taps Breazeale Sachse as Special Counsel FORMOSA PLANTATION: Wants Insurance Premium Financing From GTPF FUNCTION(X) INC: Borrows Additional $400,000 from Sillerman FUNCTION(X) INC: Plans to Offer $10 Million Common Shares GENERAL MOTRIZ: Plan Confirmation Hearing on Feb. 22 GIBRALTAR INDUSTRIES: S&P Raises CCR to 'BB'; Outlook Stable GOODMAN NETWORKS: S&P Raises CCR to 'CC' Then Withdraws Rating GREAT BASIN: Amends 2016 Notes to Alter Leak-Out Provisions GREAT BASIN: Corrects Current Report Over Computational Error HARLAND CLARKE: Moody's Rates New $370MM Term Loan B-6 HARLAND CLARKE: S&P Assigns 'BB-' Rating on $370MM Sr. Sec. Loan HIGHLANDS OF DYERSBURG: U.S. Trustee Unable to Appoint Committee HIGHLANDS OF MEMPHIS: U.S. Trustee Unable to Appoint Committee HOMER CITY: U.S. Trustee Unable to Appoint Committee HORIZON GLOBAL: Possible Equity Raise No Impact on Moody's B2 CFR HUNTINGTON INGALLS: Moody's Alters Outlook to Pos & Affirms Ba1 CFR IE TEST: Seeks to Hire Bederson as Valuation Expert INTERPACE DIAGNOSTICS: Offering $4 Million Worth of Common Stock IOWA HEALTHCARE: Committee Taps Pepper Hamilton as Legal Counsel IOWA HEALTHCARE: Taps Wang Kobayashi as Employee Benefits Counsel J&C OILFIELD: Secured Creditors to be Paid Monthly with Interest JACOBS ENTERTAINMENT: Moody's Rates New $340MM 2nd Lien Notes 'B2' JACOBS ENTERTAINMENT: S&P Affirms 'B' CCR on Proposed Refinancing KEMET CORP: Rama Marda Reports 7.2% Equity Stake as of Dec. 31 KEURIG GREEN: Moody's Raises Corporate Family Rating to Ba2 KSM INTERNATIONAL: Seeks to Hire Berg Hill as Special Counsel KUEHG CORP: S&P Affirms 'B' Rating on 1st Lien Debt Facilities LA PALOMA GENERATING: U.S. Trustee Unable to Appoint Committee LIMITED STORES: U.S. Trustee Forms Five-Member Committee LIONBRIDGE TECHNOLOGIES: Moody's Assigns B2 CFR; Outlook Stable LSB INDUSTRIES: Amends Revolver Loan Agreement with Wells Fargo LUKE'S LOCKER: Voluntary Chapter 11 Case Summary LUTER ENTERPRISES: Hearing on Disclosures Set for March 2 MEMORIAL PRODUCTION: Receives Delisting Notice from NASDAQ MEMORIAL PRODUCTION: Taps Rust Omni as Claims Noticing Agent MIDDLE GEORGIA CENTER: Hires Boyer Law as Attorneys MISSION NEWENERGY: Had A$549,000 in Cash at Dec. 31 MONAKER GROUP: Incurs $2.24 Million Net Loss in Third Quarter MULTI PACKAGING SOLUTIONS: Moody's Reviews B1 CFR for Upgrade NET ELEMENT: Directs SOUSA Holdings to Buy 240,964 shares NEW MILLENNIUM: S&P Lowers Rating on 2015A/B Bonds to 'CCC+' NORTEL NETWORKS: U.S. Trustee Forms Three-Member Committee NORTEL NETWORKS: Wins Confirmation of Liquidation Plan NORTHERN OIL: Elliott Associates Holds 6.9% Stake as of Jan. 10 NORTHSTAR OFFSHORE: Committee Taps DLA Piper as Counsel NORTHSTAR OFFSHORE: Committee Taps FTI as Financial Advisor OPTIMA SPECIALTY: Obtains Court OK to Access $40MM Credit Facility ORCAL GEOTHERMAL: Fitch Affirms BB Rating on $16MM Sr. Notes OUTBOUND GROUP: Seeks to Hire MRPR Group as Accountant PEABODY ENERGY: Court Denies Bid for Appointment of Equity Panel PEABODY ENERGY: UST Balks at Bid to Pay $240M Transaction Fees PERPETUAL ENERGY: Moody's Assigns Caa3 to Unsecured Notes Due 2022 PERPETUAL ENERGY: S&P Lowers CCR to 'SD' on Distressed Exchange PHOTOMEDEX INC: Stockholders Elect 5 Directors PIONEER HEALTH: Rennova Closes Acquisition of Oneida Hospital PORTOFINO TOWERS: Disclosure Statement Hearing Set for March 8 PT BUMI RESOURCES: Files for Chapter 15 Bankruptcy Protection QUANTUMSPHERE INC: Francis Poli Quits as Director QUANTUMSPHERE INC: Gregory Hrncir Quits as Chief Strategy Officer REGIONAL HEALTHCARE: U.S. Trustee Unable to Appoint Committee RENNOVA HEALTH: Closes Acquisition of Scott County Hospital RENT-A-CENTER INC: Moody's Puts Ba3 CFR on Review for Downgrade RESCUE ONE: Names Michael Jay Berger as Counsel REX ENERGY: Announces Selected Preliminary Financial Results RIDGE MANOR: Must File Plan & Disclosures by Feb. 22 ROCK HILL AFRICAN: Hires Bell Davis as Attorneys ROYAL COACHMAN: Objections to Disclosure Statement Due Feb. 18 S DIAMOND STEEL: Taps Bluff & Associates as Special Counsel SCOUT MEDIA: $4.35 -Mil. DIP Loan Has Final Approval SIGEL'S BEVERAGES: Asks Court to Hold Plan Hearing on April 10 SILGAN HOLDINGS: Moody's Puts Ba1 CFR Under Review for Downgrade SILGAN HOLDINGS: S&P Puts 'BB+' CCR on CreditWatch Negative SINGLETON CREEK: Taps Brown Realty as Real Estate Broker SMS SYSTEMS: S&P Affirms 'B' CCR on Merger with Curvature LLC SOUTHWESTERN STEEL: Plan Confirmation Hearing Set for March 23 SPENCER TRANSPORTATION: Taps Benton & Centeno as Attorneys SPENDSMART NETWORKS: Chief Strategy Officer to Resign SPENDSMART NETWORKS: Issues $100,000 Convertible Note to Director SUNEDISON INC: Allowed to File Chapter 11 Plan Until February 27 SUNEDISON INC: No Value Left for Shareholders, Fin'l Advisor Says TAMPA HYDE PARK: Feb. 23 Plan Confirmation Hearing TARA RETAIL: Voluntary Chapter 11 Case Summary TARTAN CONTROLS: Seeks U.S. Recognition of Canadian Proceeding TOPS HOLDING: Moody's Lowers Corporate Family Rating to Caa1 TRIANGLE USA: Gibson Dunn, Young Conaway Represent Franklin, Canyon TRINITY TEMPLE: Disclosures Okayed, Plan Hearing on Feb. 21 TUSCANY PARTNERS: Seeks to Hire Ellsworth & Stout as Accountant UNITED CONTINENTAL: Moody's Hikes CFR to Ba2; Stable Outlook VICTORY CAPITAL: Moody's Affirms B2 CFR, Outlook Positive VIRGIN ISLANDS PFA: Moody's Lowers Sr. Lien Bonds Rating to Caa1 VKI VENTURES: Seeks May 1 Extension of Plan Filing Deadline [*] Bankruptcy Filings Fall 5.9%, Reach Lowest Level Since 2006 [*] Carl Marks Advisors Promotes Three Professionals [^] Recent Small-Dollar & Individual Chapter 11 Filings ********* 1201 ERNSTON: Hires Trenk DiPasquale as Attorney ------------------------------------------------ 1201 Ernston Road Realty Corp., seeks authority from the U.S. Bankruptcy Court for the District of New Jersey to employ Trenk DiPasquale Della Fera & Sodono, P.C. as attorney to the Debtor. 1201 Ernston requires Trenk DiPasquale to: a) assist in the preparation of schedules of assets and liabilities and statement of financial affairs; b) advise the Debtor with respect to its powers and duties as debtor-in-possession in the management of its property; c) negotiate with creditors of the debtor-in-possession and taking the necessary legal steps to confirm and consummate a plan of reorganization; d) prepare on behalf of Debtor all necessary applications, answers, proposed orders, reports, and papers to be filed in the case e) appear before the Bankruptcy Court to represent and protect the interests of the debtor-in-possession and its estate; and f) perform all other legal services for the debtor-in- possession that may be necessary and proper for its effective reorganization as well as all professional services customarily required by the applicant. Trenk DiPasquale will be paid at these hourly rates: Partners $375-$615 Associates $195-$275 Law Clerks $195 Paralegals and Support Staff $145-$215 Trenk DiPasquale will paid a retainer in the amount of $6,766.70, inclusive of the filing fee of $1,717. Trenk DiPasquale will also be reimbursed for reasonable out-of-pocket expenses incurred. Anthony Sodono III, member of Trenk DiPasquale Della Fera & Sodono, P.C., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Trenk DiPasquale can be reached at: Anthony Sodono III, Esq. TRENK DIPASQUALE DELLA FERA & SODONO, P.C. 347 Mt. Pleasant Avenue, Suite 300 West Orange, NJ 07052 Tel: (973) 243-8600 About 1201 Ernston Road Realty Corp. 1201 Ernston Road Realty Corp., filed a Chapter 11 bankruptcy petition (Bankr. D.N.J. Case No. 17-10549) on January 10, 2017, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Anthony Sodono III, at Trenk DiPasquale Della Fera & Sodono, P.C. 2200 PITKIN: Taps E. Waters & Associates as Legal Counsel --------------------------------------------------------- 2200 Pitkin Realty LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire legal counsel in connection with its Chapter 11 case. The Debtor proposes to hire E. Waters & Associates, P.C. to give legal advice regarding the administration of its case, prepare a bankruptcy plan, and provide other legal services. The hourly rates charged by the firm are: Edward Waters $400 Rashmi Attri $300 Paralegals $175 Rashmi Attri, Esq., disclosed in a court filing that the firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Rashmi Attri, Esq. E. Waters & Associates, P.C. 140 Grand Street, Suite P-902 White Plains, NY 10601 Tel: 914-686-4300 Fax: 914-517-2712 Email: rattri@ewaterslaw.com Email: info@ewaterslaw.com About 2200 Pitkin Realty 2200 Pitkin Realty LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 17-40082) on January 9, 2017. The petition was signed by Andres Lopez, owner. The case is assigned to Judge Nancy Hershey Lord. At the time of the filing, the Debtor estimated assets of $1 billion to $10 billion and liabilities of less than $50,000. 7901 7TH AVENUE: Secured Creditor's Disclosure Statement Approved ----------------------------------------------------------------- The Hon. Elizabeth S. Stong of the U.S. Bankruptcy Court for the Eastern District of New York, has approved the disclosure statement explaining the plan of reorganization filed by secured creditor Lenders Capital LLC for 7901 7th Avenue LLC on Nov. 15, 2016. A hearing to consider the confirmation of the Secured Creditor's Plan will be held on Feb. 21, 2017, at 10:00 a.m. prevailing Eastern Time. Persons and entities entitled to vote on the Proposed Plan will deliver their Ballots by mail, hand delivery, or overnight courier so as to be received by no later than 5:00 p.m. prevailing Eastern Time on Feb. 14, 2017. The Secured Creditor will advertise the sale of the Debtor's real property, located at 7901 7th Avenue, Brooklyn, New York, on (1) The Jewish Press and (2) The Daily News on or before Jan. 31, 2017, prior to the Confirmation Hearing. The sale of Debtor's property will be held on March 7, 2017, at 10:30 a.m. in case Secured Creditor's Proposed Plan is confirmed. If the sale occurs on March 7, 2017, the hearing on approving the sale will be held on March 9, 2017, at 10:00 a.m. Any objection to confirmation of the Proposed Plan must be filed with the Clerk of the Court, together with an affidavit of service, so as to be received by no later than 4:00 p.m. prevailing Eastern Time on Feb. 14, 2017. 7901 7th Avenue LLC filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 16-42775) on June 23, 2016, and is represented by Wayne M Greenwald, Esq. ADM VENDING: Court Denies Approval of Plan Outline -------------------------------------------------- The Hon. Bruce A. Harwood of the U.S. Bankruptcy Court for the District of New Hampshire has denied approval of the disclosure statement filed by ADM Vending, Inc., on Nov. 29, 2016, referring to the Debtor's plan of reorganization dated Nov. 29, 2016. As reported by the Troubled Company Reporter on Dec. 19, 2016, the Debtor filed with the Court its proposed plan to exit Chapter 11 protection. Under that restructuring plan, ADM Vending estimates the total claims of Class 6 general unsecured creditors at $1,126,874.03. The dividend projected to be paid on account of allowed Class 6 claims is 0%. No dividends will be paid to NBT Bank's Class 1 secured claims, which will foreclose its liens on ADM Vending's personal property in exchange for the carve-out. The TCR reported on Jan. 19, 2017, that the U.S. Trustee William K. Harrington filed an objection to the Disclosure Statement, complaining that, among other things, it is not at all clear whether there are any ongoing operations. There are few tangible assets to liquidate. After Feb. 1, 2017, NBT Bank has relief from the automatic stay to liquidate them. The Debtor's Plan appears to be a liquidating Plan but it is identified as a Plan of Reorganization. Daniel Mendenhall, the Debtor's president, states he will have a salary but the amount of the salary is not defined and there are minimal funds to pay any salary. The Plan says the Debtor will not have the authority or power to act or engage in any transaction "other than to wind up its affairs and dissolve itself in accordance with applicable state and federal law. About ADM Vending Inc. ADM Vending, Inc., filed a Chapter 11 petition (Bankr. D. N.H. Case No. 16-10477) on April 1, 2016. The petition was signed by Daniel Mendenhall, president. The Debtor is represented by William S. Gannon, Esq., at William S. Gannon PLLC. The case is assigned to Judge Bruce A. Harwood. The Debtor disclosed assets of $1.82 million and debts of $599,764. ALGODON WINES: Sells 43.8 Shares of Mercari Communications ---------------------------------------------------------- Algodon Wines & Luxury Development Group, Inc., filed its Current Report on Form 8-K with the Securities and Exchange Commission on Dec. 30, 2016, announcing the its entrance into the Stock Purchase Agreement with China Concentric Capital Group, Inc. on Dec. 20, 2016, in which China Concentric would purchase all 43,822,001 shares of common stock of Mercari Communications Group, Ltd., a Colorado corporation held by the Company and any additional shares of Mercari currently held by the Company for $260,000 (a net after fees and expenses of less than $200,000). On Jan. 20, 2017, the transaction was completed and the Company assigned to China Concentric all its right, title and interest to the Shares and to amounts payable to the Company for non-interest bearing advances to Mercari, which advances, as of Jan. 20, 2017, were in the aggregate amount of $150,087. In connection with the Transaction, J.M. Walker & Associates disbursed a total of $199,250 to the Company, a total of $60,000 in business consulting fees to three consultants, and $750 to the Escrow Agent for services. About Algodon Wines New York-based Algodon Wines & Luxury Development Group, Inc., operates Algodon Mansion, a Buenos Aires-based luxury boutique hotel property. This lifestyle related real estate development company has also redeveloped, expanded and repositioned a winery and golf resort property called Algodon Wine Estates for subdivision of a portion of this property for residential development. The Company reported a net loss of $8.27 million in 2015 following a net loss of $9.06 million in 2014. As of Sept. 30, 2016, Algodon had $7.69 million in total assets, $4.36 million in total liabilities and $3.33 million in total stockholders' equity. Marcum LLP, in New York, NY, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. ALL PHASE STEEL: Hires Goldman Gruder as Special Counsel -------------------------------------------------------- All Phase Steel Works, LLC, seeks authority from the U.S. Bankruptcy Court for the District of Connecticut to employ Goldman Gruder & Woods, LLC as special counsel to the Debtor. All Phase Steel requires Goldman Gruder to enforce the Debtor's mechanic's lien filed on a property owned by Nine West Broad Property, LLC. Goldman Gruder will be paid a flat fee of %500, plus 2% of the amount recovered on the lien. Goldman Gruder will be paid an hourly rate of $400 for foreclosure proceedings. Goldman Gruder will also be reimbursed for reasonable out-of-pocket expenses incurred. Bruce L. Elstein, member of Goldman Gruder & Woods, LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estate. Goldman Gruder can be reached at: Bruce L. Elstein, Esq. GOLDMAN GRUDER & WOODS, LLC 105 Technology Drive Trumbull, CT 06611 Tel: (203) 899-8900 About All Phase Steel Works, LLC All Phase Steel Works, LLC, filed a chapter 11 petition (Bankr. D. Conn. Case No. 16-50257) on Feb. 23, 2016. The petition was signed by Paul J. Pinto, member/manager. The Debtor is represented by James M. Nugent, Esq., at Harlow, Adams & Friedman, P.C. The case is assigned to Judge Julie A. Manning. The Debtor disclosed total assets at $2.65 million and total liabilities at $4.08 million at the time of the filing. ALPHA METAL MANUFACTURING: Seeks to Hire AADR as Insolvency Counsel ------------------------------------------------------------------- Alpha Metal Manufacturing, Inc seeks permission from the U.S. Bankruptcy Court for the Western District of Arkansas, Fort Smith Division, to employ Don Brady of the AADR law firm as its insolvency counsel. The professional services to be rendered by AADR are: (a) Advising the Debtor of its rights, powers and duties as debtor in possession, including those with respect to the continued operation; (b) Advising the Debtor concerning and assisting in the negotiation and documentation of financing agreements, cash collateral orders and related transactions; (c) Investigating into the nature and validity of liens asserted against the property of the Debtor and advising the Debtor concerning the enforceability of said liens; (d) Investigating into, advising the Debtor concerning and taking such actions as may be necessary to collect and, in accordance with applicable law, recover property for the benefit of the Debtor's estate; (e) Preparing on behalf of the Debtor such applications, motions, pleadings, orders, notices, schedules and other documents as may be necessary and appropriate, and reviewing financial and other reports; management of its business and property; (f) Advising the Debtor concerning and preparing responses to applications, motions, pleadings, notices and other documents; (g) Counseling the Debtor in connection with the formulation, negotiation and promulgation of a plan or plans of reorganization and related documents; and (h) Performing such other legal services for and on behalf of the Debtor as may be necessary or appropriate in the administration of the case. The hourly rates currently charged by AADR are: Partners - $ 250.00 Associates - $ 150.00 Paralegals - $ 45-55 AADR received a general retainer of $5,000.00 for this chapter 11 case and will need to submit an application every 120 days in order to be paid. Donald A. Brady attests that he and his firm are disinterested parties as required by 11 U.S.C. Section 327(a) and as defined by 11 U.S.C. Section 101(14) and they do not hold or represent an interest adverse to Alpha Metal Manufacturing, Inc., its creditors or with any other party in interest herein, its attorneys or accountants, the United States trustee or anyone in the United States Trustee's Office in connection with this case, except that from time to time Mr. Brady or his firm may have represented certain of such parties in interest or interests adverse to such parties in interest in unrelated matters. The Firm can be reached through: Donald A. Brady AADR 805 S. Greenwood Ave. Fort Smith, AR 72901 Tel : 479-784-9221 About Alpha Metal Manufacturing Alpha Metal Manufacturing, Inc is an Arkansas Corporation with its principal assets located in Sebastian County, Arkansas. Alpha Metal Manufacturing filed a voluntary petition under chapter 11 of the Bankruptcy Code (Bankr. W.D. Ark Case No. 17-bk-70125) on January 20, 2017. The Debtor continues in possession of its property as debtor in possession, pursuant to the provisions of sections 1107 and 1108 of the Bankruptcy Code. AMC ENTERTAINMENT: Moody's Puts B1 CFR on Review for Downgrade -------------------------------------------------------------- Moody's Investors Service has placed the corporate family ratings for AMC Entertainment Inc. (AMC) under review for downgrade, including the B1-PD probability of default rating. The Ba1 senior secured rating and B2 senior subordinate rating at AMC Entertainment Holdings, Inc. (AMCEH) were also placed on review for downgrade. This action follows the announcement that AMC will purchase Nordic Cinema Group AB (NCG) for approximately $929 million. The review for downgrade will focus on the permanent financing for the transaction, the historical financial results of the target company translated into US dollars and US GAAP, as well as management's financial policies and capital allocation decisions including its debt-financed M&A growth strategy for the consolidated company going forward. A summary of action follows: On Review for Downgrade: Issuer: AMC Entertainment Inc. -- Corporate Family Rating, Placed on Review for Downgrade, currently B1 -- Probability of Default Rating, Placed on Review for Downgrade, currently B1-PD -- Senior Subordinated Regular Bond/Debenture, Placed on Review for Downgrade, currently B2 (LGD5) (Assumed by AMC Entertainment Holdings, Inc.) -- Senior Secured Bank Credit Facilities, Placed on Review for Downgrade, currently Ba1 (LGD2) (Assumed by AMC Entertainment Holdings, Inc.) Issuer: AMC Entertainment Holdings, Inc. -- Senior Subordinated Regular Bond/Debenture, Placed on Review for Downgrade, currently B2 (LGD5) -- Senior Secured Bank Credit Facility, Placed on Review for Downgrade, currently Ba1 (LGD2) Unchanged: -- Speculative Grade Liquidity Rating, Unchanged at SGL-2 Outlook Actions: Issuer: AMC Entertainment Inc. -- Outlook, Changed To Rating Under Review From Negative Issuer: AMC Entertainment Holdings, Inc. -- Outlook, Changed To Rating Under Review From Negative RATINGS RATIONALE AMC's B1 Corporate Family Rating (CFR) incorporates the company's dividend and CAPEX burdened free cash flow and the constraints imposed by a mature US box office experiencing a secular decline in attendance. Additionally, the company is dependent on a limited number of movie studios, seasonality and unpredictable box office results, and emerging competitive threats from new entrants aggressively searching for ways to deliver movies through new distribution systems. Despite these challenges, the company is currently one of the four largest operators in the US. In addition to size and scale, the company benefits from barriers to entry into the first-run window for theatrical distribution, a strong value proposition, pricing power, high margins, and good liquidity. AMC, 78% owned by Dalian Wanda Group Co., Ltd. (Wanda), and headquartered in Leawood, Kansas, operates over 900 theaters with 10,000 screens across the United States and Europe with annual revenue over $5 billion (pro forma including the recent acquisitions of Carmike and Odeon). AMC ENTERTAINMENT: S&P Puts 'B+' CCR on CreditWatch Negative ------------------------------------------------------------ S&P Global Ratings said that it placed its ratings, including the 'B+' corporate credit rating, on Leawood, Kan.-based movie theater exhibitor AMC Entertainment Holdings Inc. on CreditWatch with negative implications. At the same time, S&P placed its ratings on AMC's subsidiary Georgia-based Carmike Cinemas Inc. on CreditWatch negative. "The CreditWatch placement follows AMC's announcement that it has entered into a definitive agreement to acquire Stockholm-based Nordic Cinema Group AB in a transaction valued at $929 million," said S&P Global Ratings' credit analyst Scott Zari. The acquisition will increase AMC's European presence by adding 68 theaters, 463 screens, and an additional minority investment in 50 additional theaters. S&P don't expect any regulatory interference because Nordic Cinema's theaters are located in Nordic and Baltic countries, where AMC doesn't currently have a presence. The acquisition will increase the size, scale, and diversification of AMC's exhibition assets. This should provide some modest benefit in AMC's film rental and concession negotiations for the combined entity. In resolving the CreditWatch placements, S&P will evaluate AMC's financing plans for its acquisition of Nordic Cinema Group and its ability to integrate all of its theaters from recent acquisitions, including Carmike Cinemas and Odeon & UCI Cinemas. In addition, S&P will assess the combined company's financial risk profile and evaluate its financial policy and ability to reduce leverage below 5x on a sustained basis within one year of the Nordic Cinemas transaction's closing. S&P could lower the ratings if it don't expect leverage to sustainably decline below its 5x leverage threshold for the corporate credit rating. ARABELLA EXPLORATION: Seeks to Expedite CRO's Employment -------------------------------------------------------- Arabella Exploration, LLC, asks the U.S. Bankruptcy Court for the Northern District of Texas to expedite the employment of Charles Hoebeke of Rehmann Turnaround and Receivership as chief restructuring officer to the Debtor. The employment of Mr. Hoebeke as CRO if not authorized, the Debtor's member will be required to act immediately to retain a replacement manager and educate him or her with regard to the Debtor's operation and background. Charles Hoebeke, member of Rehmann Turnaround and Receivership, 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. Rehmann Turnaround can be reached at: Charles Hoebeke REHMANN TURNAROUND AND RECEIVERSHIP 2330 E. Paris Ave SE Grand Rapids, MI 49546 Tel: 616.975.4100 Fax: 616.975.4400 About Arabella Exploration, LLC Arabella Exploration, LLC filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 17-40120) on January 8, 2017. The petition was signed by Charles (Chip) Hoebeke, manager. The case is assigned to Judge Russell F. Nelms in Ft. Worth, Texas. Raymond W. Battaglia, Esq. of the Law Offices of Ray Battaglia, PLLC represents the Debtor. Upon filing, the Debtor estimated $1 million to $50 million in assets and liabilities. The Debtor did not include a list of its largest unsecured creditors when it filed the petition. ATLAS DISPOSAL: Taps Stuart M. Nachbar as New Legal Counsel ----------------------------------------------------------- Atlas Disposal Options Inc. filed an application seeking approval from the U.S. Bankruptcy Court for the District of New Jersey to hire the Law Office of Stuart M. Nachbar, P.C. as its new legal counsel. The move came after Richard Fogel, Esq., filed a motion to be relieved as the Debtor's attorney. Nachbar will advise the Debtor regarding its duties under the Bankruptcy Code, and provide other legal services related to its Chapter 11 case. The firm's attorney and paralegal will be paid $300 per hour and $90 per hour, respectively. Stuart Nachbar, Esq., disclosed in a court filing that his firm is "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Stuart M. Nachbar, Esq. Law Office of Stuart M. Nachbar, P.C. 354 Eisenhower Parkway, Suite 2025 Livingston, NJ 07039 Phone: (973) 567-0954 About Atlas Disposal Options Atlas was formed to offer environmental contractors and industrial clients a single source for all their disposal needs. The Debtor facilitates transportation and disposal of almost any waste stream, utilizing its own trucks, personnel and equipment to transport and dispose of any petroleum, sanitary or hazardous waste. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. N.J. Case No. 16-19253) on May 12, 2016. The petition was signed by Paul Masser, president. The case is assigned to Judge Vincent F. Papalia. Todd S. Marrazzo serves as the Debtor's accountant. At the time of the filing, the Debtor disclosed $347,640 in assets and $1.05 million in liabilities. AVAYA INC: Seeks $725-Million DIP Facility from Citibank -------------------------------------------------------- Avaya Inc. and its affiliated debtors ask the U.S. Bankruptcy Court for the Southern District of New York for authorization to obtain post-petition financing, financial institutions, and other entities, and use cash collateral. The Debtors seek approval for a fully underwritten $725 million debtor-in-possession credit facility, a portion of which may be used to fund a cash collateralized letter of credit facility from DIP agent Citibank, N.A. The Debtors relate that the DIP Facilities are unique insofar as they provide significant available liquidity, competitive pricing, highly limited case controls, and a 12-month maturity date. The Debtors further relate that with interim access to approximately $240 million of incremental liquidity after repayment of certain existing funded debt and the cash collateralization of letters of credit, and access to approximately $530 million of incremental liquidity on a final basis, the Debtors will enter chapter 11 with a strong message to customers, vendors, employees, and stakeholders that their restructuring is both well-funded and well-positioned to succeed. The proposed DIP Financing contains, among others, the following relevant terms: (1) Borrower: Avaya Inc. (2) Guarantors: Each Debtor aside from the Borrower and Sierra. (3) DIP Lenders: A syndicate of banks, financial institutions, and other entities, including Citibank, N.A., as L/C issuer, arranged by Citigroup Global Markets Inc., Barclays Bank PLC and Deutsche Bank Securities including Citibank, N.A., as L/C issuer, and each of their respective successors and assigns. (4) Maturity and Termination Date: The earliest to occur of: (a) the Scheduled Termination Date, or the date that is 12 months after the Closing Date; (b) the Prepayment Date; (c) the Consummation Date; (d) the acceleration of the Loans and the termination of the Commitments with respect to the Term Facility; and (e) the consummation of a sale of all or substantially all of the assets of the Borrower, including a sale of all or substantially all of the Contact Center Business. (5) The DIP Financing: A $725 million DIP Term Facility, to be drawn as $425 million on an interim basis and an additional $300 million on a final basis that will: (a) upon entry of the Interim Order, be used to: (i) repay the approximately $55 million oustanding under the Debtors' Prepetition Domestic ABL Credit Facility; (ii) repay the approximately $50 million oustanding under the Prepetition Foreign ABL Credit Facility; and (iii) collateralize outstanding letters of credit totaling approximately $67 million, with the ability to issue additional letters of credit up to an aggregate cap of $150 million; (b) fund $75 million into a segregated account to provide a liquidity backstop for the Debtors' international affiliates through intercompany borrowings on an as-need basis; and (c) provide incremental liquidity of at least $240 million on an interim basis and $530 million on a final basis, including the segregated cash held for the benefit of the Debtors' international affiliates. (6) DIP Fees: (a) an interest rate of either LIBOR plus 750bps (with a 1% LIBOR floor) or Base Rate (Citi's Prime Rate) plus 650bps; (b) original issue discount of 1%; (c) an administrative agency fee and underwriting fee in favor of the joint lead arranger and bookrunners of the DIP Financing; and (d) additional fees and expenses, including, as adequate protection, the fees and expenses of one primary counsel and financial advisor for each of the Debtors' two ad hoc groups of creditors. (7) DIP Liens & Claims: Subject to Carve-Out: (a) a a first priority, perfected lien on substantially all unencumbered assets, subject to certain exceptions and exclusions; provided that such liens and claims will not attach to the proceeds of avoidance actions until entry of the Final Order; and such liens and claims will not attach to Debtor Sierra Communication International LLC; (b) a perfected junior lien on all assets subject to other validly perfected liens or liens that are perfected to the extent permitted by section 546(b) of the Bankruptcy Code; (c) a first priority, perfected priming lien with respect to assets currently encumbered by the Debtors' prepetition funded debt; and (d) superpriority claims with respect to obligations outstanding under the DIP Facilities. (8) International Cash Pooling Obligations: (a) Utilize $75 million of proceeds from the DIP Term Facility to fund the Cash Pool Requirements Account that, in turn, will provide a liquidity backstop for the Debtors' non-U.S. Affiliates through an inter-company borrowing protocol; and (b) Grant liens and claims to secure the Debtors' obligations under certain Cash Pooling Agreements to the same extent such obligations are secured by the Debtors on a priority basis as of the Petition Date. (9) Adequate Protection: Subject to the Carve Out: (a) cash payment of interest at the non-default rate on account of obligations outstanding under the Debtors' first lien indebtedness; (b) cash payment of the reasonable and documented fees and expenses for one primary counsel for each first lien agent or trustee, as well as one primary counsel and financial advisor for the Debtors' two ad hoc groups, so long as such groups hold at least 20% of all First Lien Debt; (c) replacement liens and claims in favor of the Prepetition Secured Parties encumbering each of the Debtors' assets subject to the DIP Liens and Claims, such liens and claims granted priority in accordance with the Debtors' intercreditor agreements; and (d) additional lender protections in the form of 506(c) and 552(b) waivers, in each case subject to entry of the Final Order, stipulations as to liens and claims held by such parties, and customary financial reporting. (10) Carve-Out: Consists of: (a) all fees required to be paid to the Clerk of the Court and to the Office of the United States Trustee; (b) all reasonable fees and expenses up to $50,000 incurred by a trustee; (c) to the extent allowed at any time, whether by interim order, procedural order, or otherwise, all unpaid fees and expenses accrued or incurred by persons or firms retained by the Debtors, whether allowed by the Court prior to or after delivery of a Carve-Out Trigger Notice, subject to an investigation budget cap of $175,000 with respect to Professional Fees to be incurred by the Creditors' Committee and $150,000 with respect to professional fees to be incurred by the Debtors solely with respect to the professional fees to be incurred by the Debtors solely with respect to the Retained Claims Collateral under the investigation budget; and (d) Professional Fees in an aggregate amount not to exceed $20,000,000 incurred after the first Business Day following the delivery by the DIP Agent of the Carve-Out Trigger Notice. (11) Roll-Up: Repayment of approximately $105 million of prepetition secured debt and the cash collateralization of approximately $67 million of letters of credit issued thereunder, including: (a) approximately $55 million pursuant to the Prepetition Domestic ABL Credit Facility, and the cash collateralization of approximately $44.3 million of letters of credit issued thereunder; and (b) approximately $50 million pursuant to the Prepetition Foreign ABL Credit Facility, and the cash collateralization of approximately $22.7 million of letters of credit issued thereunder. The proposed DIP Financing provides for the following milestones: (a) the filing of a chapter 11 plan, that is acceptable to the Required Lenders, on the one hand, and the Debtors, on the other hand and disclosure statement with respect to the Acceptable Plan with the Court within 180 days of the Petition Date, unless prior to delivery of a Cash Collateral Adequate Protection Notice, the Debtors have filed the Acceptable Plan and Disclosure Statement; (b) entry by the Court of an Order approving the Disclosure Statement within 210 days of the Petition Date, unless prior to delivery of a Cash Collateral Adequate Protection Notice, the Court will have entered an Order approving the Disclosure Statement; (c) entry by the Court of an Order confirming the Acceptable Plan within 280 days of the Petition Date, unless prior to delivery of a Cash Collateral Adequate Protection Notice, the Court has entered an order confirming the Acceptable Plan; or (d) consummation of the Acceptable Plan within 300 days of the Petition Date, unless prior to delivery of a Cash Collateral Adequate Protection Notice, the Debtors have consummated the Acceptable Plan. The Debtors' prepetition capital structure includes approximately $6.023 billion in funded debt as of the Petition Date, consisting of: (a) The Prepetition Domestic ABL Credit Facility, pursuant to which, Debtor Avaya Inc. can borrow under a $335 million revolving credit facility from Prepetition Domestic ABL Agent, Citicorp, USA, Inc. As of the Petition Date, the indebtedness has an aggregate balance of approximately $55 million, in addition to letters of credit issued and oustanding with a face value of approximately $44.3 million. The obligations under the Prepetition Domestic ABL Credit Facility are secured by substantially all assets of the borrower and guarantors under the Prepetition Domestic ABL Credit Agreement. (b) The Prepetition Cash Flow Credit Facility, between Avaya Inc., as borrower and Citicorp USA, Inc., as administrative agent, and the lenders that are party thereto from time to time, secured by a first priority lien on substantially all the borrowers' and guarantors' assets, subject to certain limitations and exclusions. An aggregate principal amount of $3,235 million is oustanding as of the Petition Date under the Prepetition Cash Flow Credit Facility, consisting of: (1) $616 million outstanding in term B-3 loans maturing October 26, 2017; (2) $1 million outstanding in term B-4 loans maturing October 26, 2017; (3) $537 million outstanding in term B-6 loans maturing March 31, 2018; and (4) $2,081 million outstanding in term B-7 loans maturing May 29, 2020. (c) Two series of First Lien Notes: (1) Avaya Inc., as issuer, and The Bank of New York Mellon Trust Company, N.A., as indenture trustee and collateral agent, issued 7% first lien notes pursuant to a certain indenture dated February 11, 2011. The 7% First Lien Notes mature on April 1, 2019 and approximately $1,009 million in principal amount remain outstanding as of the Petition Date. Obligations under the 7% First Lien Notes are secured by substantially all assets of each Debtor other than Avaya Holdings Corp., subject to certain limitations and exclusions. (2) Avaya Inc., as issuer, and The Bank of New York Mellon Trust Company, N.A., as indenture trustee and collateral agent, issued 9% first lien notes pursuant to that certain indenture dated December 21, 2012. The 9% First Lien Notes mature on April 1, 2019 and approximately $290 million in principal amount remain outstanding as of the Petition Date. The obligations under the 9% First Lien Notes are secured by substantially all assets of each Debtor other than Avaya Holdings, subject to certain limitations and exclusions. (d) Avaya Inc., as issuer, and The Bank of New York Mellon Trust Company, N.A., as indenture trustee and collateral agent, issued 10.5% second lien notes pursuant to a certain indenture dated March 7, 2013. The Second Lien Notes mature on March 1, 2021 and approximately $1,384 million in principal amount remaining outstanding as of the Petition Date. The Second Lien Notes are secured on a second priority basis by substantially all assets of each Debtor other than Avaya Holdings and Sierra, subject to certain limitations and exclusions. The Second Lien Notes consititute Junior Secured Indebtedness subject to, among other things, the subordination and DIP-financing related consent provisions of the ABL Intercreditor Agreeement. (e) The Prepetition Foreign ABL Credit Facility between certain of the Debtors' non-debtor affiliates as borrowers or guarantors, Avaya Inc. and Citibank, N.A., as administrative agent, Citibank N.A., Canadian Branch, as Canadian swing line lender, Citibank N.A., Londong, as European swing line lender, and the lenders that are parties thereto from time to time are parties to a certain credit agreement dated June 4, 2015. The Prepetition Foreign ABL Credit Agreement provides the borrowers with access to a $150 million revolving credit facility. As of the Petition Date, the Debtors have borrowed an aggregate principal amount of approximately $50 million, plus additional letters of credit issued and outstanding with an aggregate face value of approximately $22.7 million. The Prepetition Foreign ABL Credit Facility is secured by first priority liens over substantially all of the assets of the borrowers as well as a pledge of all the equity interests of each European Borrower owned by each non-U.S. guarantor of the facility. A full-text copy of the Debtor's Motion, dated Jan. 19, 2017, is available at http://bankrupt.com/misc/AvayaInc2017_1710089smb_13.pdf Citibank, N.A., is represented by: Damian S. Schaible, Esq. Natasha Tsioutis, Esq. Aryeh E. Falk, Esq. DAVIS POLK & WARDWELL LLP 450 Lexington Avenue New York, NY 10017 About Avaya Inc. Santa Clara, California-based Avaya Inc. -- http://www.avaya.com/ -- helps to tie the corporate world together. The company's communication equipment and software integrate voice and data services for customers including large corporations, government agencies, and small businesses. Its office phone systems incorporate Internet protocol (IP) and Session Initiation protocol (SIP) telephony, messaging, Web access, and interactive voice response. Avaya also offers consulting, integration, and other managed IT services. The company sells directly and through distributors, resellers, systems integrators, and telecommunications service providers; more than three-quarters of its sales are made indirectly. Its parent company is Avaya Holdings. Avaya Inc. and its affiliated Debtors filed chapter 11 petitions (Bankr. S.D.N.Y. Lead Case No. 17-10089). The petitions were signed by Eric S. Koza, CFA, chief restructuring officer. The Debtors are represented by James H.M. Sprayregen, Esq., Jonathan S. Henes, Esq., Patrick J. Nash, Jr., Esq., Ryan Preston Dahl, Esq., and Bradley Thomas Giordano, Esq., at Kirkland & Ellis LLP and Kirkland & Ellis International LLP. The Debtors disclosed total assets at $5.52 billion and total debts at $6.35 billion as of Sept. 30, 2016. The Debtors retained Centerview Partners LLC as their investment banker; Eric Koza, Esq. and Jesse Delconte, Esq., at Zolfo Cooper LLC, as their restructuring advisor; Pricewaterhousecopers LLC as their auditors; KPMG LLP as their tax & accountance advisor; The Siegfried Group, LLP as their accountancy advisor & financial services consultant; and Prime Clerk LLC as their notice, claims & balloting agent. AZURE MIDSTREAM: AME Owns Less Than 5% of Common Units ------------------------------------------------------ In an amended Schedule 13D filed with the Securities and Exchange Commission, Azure Midstream Energy LLC and Azure Midstream Holdings LLC disclosed that as of Jan. 19, 2017, they beneficially own 255,319 common units representing limited partner interests of Azure Midstream Partners, LP representing 2.3 percent of the Units outstanding. On Jan. 19, 2017, AME delivered to the Partnership a written notice pursuant to which AME irrevocably relinquished, released and abandoned AME's option to acquire 20% of the Partnership's common and subordinated units that were held by NuDevco as of Feb. 27, 2015, as part of the contribution of the Legacy gathering system and assets and related transactions. The number of the Partnership's common units that were beneficially owned by the Reporting Persons prior to the delivery of the Option Relinquishment Notice reflected 387,853 common units subject to such option, which the Reporting Persons had the right to acquire as provided in Rule 13d-3(d) of the Securities Exchange Act of 1934, as amended. AME determined that, given the terms of such option, including the fact that the option would have expired pursuant to its terms on Feb. 27, 2017, the option was uneconomic, no longer conferred any actual or potential benefits on AME and should therefore be relinquished. Effective upon the delivery of the Option Relinquishment Notice, the Reporting Persons' beneficial ownership of the Partnership's common units was reduced to 255,319 common units, which common units represent an ownership percentage of 2.3% of the outstanding common units of the Partnership. Accordingly, AME has ceased to be the beneficial owner of five percent or more of the common units of the Partnership. A full-text copy of the regulatory filing is available at: https://is.gd/E6a13S About Azure Midstream Azure Midstream Partners, LP, is a publicly traded Delaware master limited partnership that was formed by NuDevco Partners, LLC and its affiliates to develop, own, operate and acquire midstream energy assets. The Company currently offers: (i) natural gas gathering, compression, dehydration, treating, processing, and hydrocarbon dew-point control and transportation services to producers, marketers and third-party pipeline companies through the Company's gathering and processing business segment; and (ii) crude oil logistics services to Associated Energy Services, LP, an affiliate, through its logistics business segment. Azure reported a net loss of $222.42 million for the year ended Dec. 31, 2015, compared to a net loss of $6.82 million for the year ended Dec. 31, 2014. As of Sept. 30, 2016, the Company had $375.5 million in total assets, $179.4 million in total liabilities and $196.2 million in total partners' capital. KPMG LLP, in Dallas, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Partnership anticipates being out of compliance with the requirements in the Credit Agreement during 2016, which would accelerate the maturity of the outstanding indebtedness making it currently due and payable. The Partnership does not have sufficient liquidity to meet the accelerated debt service requirements. This issue raises substantial doubt about its ability to continue as a going concern. * * * In September 2016, S&P Global Ratings lowered its corporate credit rating on Azure Midstream Energy LLC to 'CCC+' from 'B-'. "The downgrade reflects our view that Azure's credit measures have worsened due to unfavorable commodity prices and weak industry conditions, which has made it more challenging to meet its financial commitments," S&P Global Ratings analyst Mike Llanos said. In August 2016, Moody's Investors Service downgraded Azure Midstream Energy's Corporate Family Rating (CFR) to 'Caa2' from 'B3', Probability of Default Rating (PDR) to 'Caa2-PD' from 'Caa1-PD', senior secured term loan rating to 'Caa2' from 'B3', and the senior secured revolving credit facility rating to 'B1' from 'Ba3'. The Speculative Grade Liquidity rating was withdrawn. The outlook remains negative. AZURE MIDSTREAM: Executives to Receive $1.4M Retention Bonuses -------------------------------------------------------------- The Board of Directors of Azure Midstream Partners GP, LLC, a Delaware limited liability company, acting upon the recommendation of the Board's Compensation Committee and Conflicts Committee, adopted a Key Employee Retention Bonus plan on behalf of Azure Midstream Partners, LP, a Delaware limited partnership, that will include the participation of Azure Midstream Energy LLC, a Delaware limited liability company and affiliate of the General Partner. Terms of the Retention Bonus Plan are as follows: * The Retention Bonus Plan will replace the Partnership's existing retention program, which the General Partner adopted on the Partnership's behalf on Sept. 21, 2016, for each Participant that enters into a Retention Bonus Agreement. * Certain key employees engaged by the General Partner, and who provide services on behalf of the Partnership and AME, will receive a cash bonus payment. * Amounts paid pursuant to the Retention Bonus Plan will offset any amounts that the Partnership would otherwise owe Participants under the Legacy Plan and/or the Partnership's severance policy. * The amount of Retention Bonus paid to each Participant will be based on a percentage of such Participant's current base salary. * The Partnership will pay 50% of the Retention Bonus to Participants on or about the date that such Participant enters into a Key Employee Retention Bonus Agreement with the Partnership and AME. AME will pay the remaining 50% of the Retention Bonus in three equal installments, each equal to 12.5% of the Retention Bonus amount, on each of April 1, 2017, Oct. 1, 2017, and Jan. 1, 2018. * Participants will be required repay to the Partnership any Partnership Retention Bonus amounts received by such Participant if prior to the earlier of (i) 12 months following the payment date of such Partnership Retention Bonus; (ii) confirmation of a plan under chapter 11 of title 11 of the United States Code; and (iii) the filing of a conversion of any Chapter 11 case commenced by the Partnership to a case under Chapter 7 of the Bankruptcy Code, any such Participant voluntarily terminates their employment, or such Participant's employment is terminated for Cause (as defined in the Retention Bonus Agreements). * Participants will forfeit any rights to AME Installments not yet received if, prior to the next scheduled AME Installment payment date, such Participant voluntarily terminates their employment, or such Participant's employment is terminated for Cause (as defined in the Retention Bonus Agreements). Each of these named executive officers will receive Partnership Retention Bonuses from the Partnership: Partnership Officer Retention Bonus ------- --------------- I. J. "Chip" Berthelot, President $750,750 Amanda Bush, CFO $378,125 David Garrett, Vice President Commercial $300,000 About Azure Midstream Azure Midstream Partners, LP, is a publicly traded Delaware master limited partnership that was formed by NuDevco Partners, LLC and its affiliates to develop, own, operate and acquire midstream energy assets. The Company currently offers: (i) natural gas gathering, compression, dehydration, treating, processing, and hydrocarbon dew-point control and transportation services to producers, marketers and third-party pipeline companies through the Company's gathering and processing business segment; and (ii) crude oil logistics services to Associated Energy Services, LP, an affiliate, through its logistics business segment. Azure reported a net loss of $222.42 million for the year ended Dec. 31, 2015, compared to a net loss of $6.82 million for the year ended Dec. 31, 2014. As of Sept. 30, 2016, the Company had $375.5 million in total assets, $179.4 million in total liabilities and $196.2 million in total partners' capital. KPMG LLP, in Dallas, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Partnership anticipates being out of compliance with the requirements in the Credit Agreement during 2016, which would accelerate the maturity of the outstanding indebtedness making it currently due and payable. The Partnership does not have sufficient liquidity to meet the accelerated debt service requirements. This issue raises substantial doubt about its ability to continue as a going concern. * * * In September 2016, S&P Global Ratings lowered its corporate credit rating on Azure Midstream Energy LLC to 'CCC+' from 'B-'. "The downgrade reflects our view that Azure's credit measures have worsened due to unfavorable commodity prices and weak industry conditions, which has made it more challenging to meet its financial commitments," S&P Global Ratings analyst Mike Llanos said. In August 2016, Moody's Investors Service downgraded Azure Midstream Energy's Corporate Family Rating (CFR) to 'Caa2' from 'B3', Probability of Default Rating (PDR) to 'Caa2-PD' from 'Caa1-PD', senior secured term loan rating to 'Caa2' from 'B3', and the senior secured revolving credit facility rating to 'B1' from 'Ba3'. The Speculative Grade Liquidity rating was withdrawn. The outlook remains negative. BAERG REAL PROPERTY: Unsecureds to be Fully Paid in 36 Mos. at 2.5% ------------------------------------------------------------------- Baerg Real Property Trust, dba Lake Bluffs Apartments, dba Lakeview Village, dba The Woods Apartments, dba Oakway Manor Apartments, filed with the U.S. Bankruptcy Court for the Northern District of Texas a disclosure statement dated Jan. 22, 2017, referring to the Debtor's plan of reorganization. Class 6 Allowed General Unsecured Claims will be paid in full over 36 months from the Effective date with interest at a rate of 2.5% per annum, accruing as of the confirmation date. The first payment is due on the first day of the first month following the Effective Date and all subsequent payments will continue on the first day of each month thereafter until the allowed amount of the claim is paid in full. The total of claims in this class is estimated at approximately $32,304.74. This class is impaired and the holder of a claim in this class is entitled to vote to accept or reject the Plan. Any insider unsecured claims, to the extent they exist, will be paid nothing under this Plan. The Debtor's profitability to fund the Plan is based on the amount of money that it will earn through the continuation of its business or through the possible future sale of its four apartment complexes. The Debtor asserts that the Plan is feasible. The properties do require ongoing maintenance and repairs. Some of the properties still have tornado damage that requires repair. The estimated costs of these repairs has not been determined but is believed by the owners of the Debtor to be less than $100,000. This amount could vary as repair estimates are obtained. The third party management company is obtaining repair estimates. The Disclosure Statement is available at: http://bankrupt.com/misc/txnb16-33793-63.pdf About Baerg Real Property Trust Baerg Real Property Trust dba Lake Bluffs Apartments dba Lakeview Village dba The Woods Apartments dba Oakway Manor Apartments filed a Chapter 11 petition (Bankr. N.D. Tex. Case No 16-33793) on Sept. 29, 2016. The petition was signed by Hal Baerg, Jr., trustee. The Debtor is represented by Joyce W. Lindauer, Esq., at Joyce W. Lindauer Attorney, PLLC. The case is assigned to Judge Barbara J. Houser. The Debtor estimated assets and liabilities at $1 million to $10 million at the time of the filing. BARTON PROPERTIES: Hires Alter & Brescia as Bankruptcy Counsel -------------------------------------------------------------- Barton Properties New York, LLC, seeks authority from the U.S. Bankruptcy Court for the Southern District of New York to employ Alter & Brescia, LLP as bankruptcy counsel to the Debtor. Barton Properties requires Alter & Brescia to: (a) give advice to the Debtor with respect to its powers and duties as debtor-in-possession in the continued management and operation of its business and property; (b) prepare and file the Debtor's petition and schedules and amendments and supplements thereto, as necessary; (c) negotiate with secured, priority and general unsecured creditors of the Debtor and other parties in interest in formulating a plan or plans of reorganization, and to take legal steps necessary to confirm such plan or plans, including, if need be, negotiations for financing such plans, and the refinancing or sale of the properties owned by the Debtor; (d) prepare on behalf of the Debtor, as Debtor-in-Possession, necessary applications, motions, complaints, answers, orders, reports and other pleadings and documents; (e) appear before the Court and the United States Trustee and to represent the interests of the Debtor before the Court and the United States Trustee; and (f) provide such other services for the Debtor as it may request and as may be necessary or appropriate. Alter & Brescia will be paid at these hourly rates: Partners $425-$500 Associates $275-$375 Paraprofessionals $105 Alter & Brescia will be paid a retainer in the amount of $16,717, inclusive of filing fees. Alter & Brescia will also be reimbursed for reasonable out-of-pocket expenses incurred. Bruce R. Alter, member of Alter & Brescia, LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Alter & Brescia can be reached at: Bruce R. Alter, Esq. ALTER & BRESCIA, LLP 550 Mamaroneck Avenue, Suite 401 Harrison, NY 10528 Tel: (914) 670-0030 About Barton Properties New York, LLC Barton Properties New York LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 16-23715) on December 14, 2016. The petition was signed by Benjamin Barton, managing member. The case is assigned to Judge Robert D. Drain. The Debtor hired Alter & Brescia, LLP as bankruptcy counsel. At the time of the filing, the Debtor estimated assets of less than $10 million and liabilities of less than $1 million. No trustee, examiner or committee of unsecured creditors has been appointed in the Debtor's case. BENNU TITAN: Chapter 11 Case Sent to Texas ------------------------------------------ Vince Sullivan, writing for Bankruptcy Law360, reported that Bennu Titan LLC has agreed to transfer its Chapter 11 cases from Delaware to Texas just days after it asked a Delaware judge to bring the cases of its parent company there from Houston. During a hearing in Wilmington, an attorney for Chapter 11 trustee Gerald Schiff told the court it did not have to issue a ruling on his transfer of venue motion because, after talks with the major involved parties, the trustee decided to send his case to Texas. Mr. Sullivan previously reported that: 1. the Chapter 11 trustee for Bennu Titan LLC told the Delaware court that the liquidation cases of Bennu Titan's parent company should be transferred to Delaware from Texas in the interest of justice and judicial economy; and 2. the Chapter 11 trustee pointed out that Bennu Titan's case was filed first. Wilmington Trust, National Association, Sojitz Energy Venture, Inc., Hornbeck Offshore Services, LLC, Harvey Gulf International Marine, LLC, objected to the Trustee's request to transfer venue of the Chapter 7 cases. About Bennu Titan LLC Bennu Titan LLC, formerly known as ATP Titan LLC, is part of a business enterprise engaged in the acquisition, exploration, development, and production of oil and natural gas properties in the Gulf of Mexico. It is a limited liability company formed in May 2010 as a special purpose vehicle with one member, Bennu Titan Holdco LLC. Bennu Holdco has one member, Bennu Oil & Gas, LLC ("Bennu O&G"); and Bennu O&G has one member, Bennu Holdings, LLC ("Bennu Holdings"). Bennu Titan owns a multi-column, deep draft, floating drilling and production platform commonly known as Titan as well as two oil and gas export pipelines and related rights of way. Beal Bank USA and CLMG Corp. filed an involuntary Chapter 11 petition against Texas-based offshore drilling firm Bennu Titan LLC f/k/a ATP Titan LLC (Bankr. D. Del. Case No. 16-11870) on Aug. 11, 2016. The court entered an order for relief on Sept. 9, 2016. The Debtor is represented by William P. Bowden, Esq., at Ashby & Geddes, P.A. The petitioning creditors are represented by Michael J. Farnan, Esq., and Joseph J. Farnan, Esq., at Farnan LLP and Thomas E. Lauria, Esq., at White & Case LLP. On Nov. 21, 2016, the U.S. Trustee nominated Gerald H. Schiff to serve as the Chapter 11 Trustee and moved for an order approving his appointment. On Nov. 23, 2016, the Court entered an order approving Mr. Schiff's appointment. The Chapter 11 Trustee tapped Sullivan Hazeltine Allison LLC and Kelly Hart Pitre as bankruptcy counsel, and Gordon, Arata, McCollam, Duplantis & Eagan, LLC as special regulatory and oil and gas counsel. No official committee of unsecured creditors has been appointed. Bennu Oil & Gas, LLC and affiliates filed voluntary Chapter 7 petitions (Bankr. S.D. Tex. Case No. 16-35930) on Nov. 30, 2016. The Hon. David R. Jones presides over the case. The Chapter 7 Trustee is Janet S Casciato-Northrup, Esq., at Hughes Watters and Askanase. BIONITROGEN HOLDINGS: Court Moves Plan Filing Period to Jan. 30 --------------------------------------------------------------- Judge Robert A. Mark of the U.S. Bankruptcy Court for the Southern District of Florida extended the exclusive periods during which BioNitrogen Holdings, Corp. and its affiliated Debtors have the exclusive right to (a) file a Chapter 11 plan and disclosure statement through and including January 30, 2017, and (b) solicit acceptances thereof, through and including March 30, 2017. The Troubled Company Reporter had earlier reported that the Debtors previously sought the extension of their exclusivity periods, saying that they require additional time to finalize a deal and specific terms of a plan, exploring various investment opportunities with sophisticated strategic and financial investors who have scientific and technical expertise with the Debtors' intellectual property, that is the primary asset in these cases. The Debtors also told the Court that the agreements, once finalized will allow them to easily obtain the necessary financing to acquire the manufacturing plant components that Graham Copley has been evaluating since the entry of the Third Order extending their exclusive periods. The preliminary agreement, however, did not ultimately materialize into a final binding agreement among the parties, and consequently the Debtors had not yet been able to prepare a plan of reorganization. Nevertheless, the Debtors relate that they have continued to pursue all viable reorganization opportunities, including a financial sponsor or acquirer to provide the necessary funding associated with confirming a plan of reorganization and exiting these chapter 11 cases. The Debtors further told the Court that they have continued to confer with Annon Consulting, Inc., which had agreed to continued imposition of the automatic stay and to extend the Drop Dead Date under the Stay Relief Order and a commensurate extension of Exclusivity for an additional 45 days provided that the Debtors agree to an increase in Annon's allowed claim of $50,000, as Adequate Protection, to allow the Debtors to continue pursuing various reorganization strategies. About BioNitrogen Holdings, Corp. BioNitrogen Holdings Corp. (OTC PINK: BION) -- http://www.BioNitrogen.com/-- is a cleantech company that utilizes patented technology to build environmentally friendly plants that convert biomass into urea fertilizer. Miami, Florida-based BioNitrogen Holdings, Corp., formerly known as Hidenet Securities Architectures, Inc., doing business as BioNitrogen Corp. and its affiliates filed for Chapter 11 protection (Bankr. S.D. Fla. Case Nos. 15-29505 to 15-29515) on Nov. 3, 2015. The petition was signed by Carlos A. Contreras, chairman and chief executive officer. Bankruptcy Judges Robert A. Mark, Laurel M. Isicoff and Jay Cristol preside over the cases. Jacqueline Calderin, Esq., at Ehrenstein Charbonneau Calderin represents the Debtors in their restructuring effort. BioNitrogen Holdings disclosed that the value of its assets are "unknown" and its liabilities total $3.5 million. BioNitrogen Florida Holdings and BioNitrogen Plant FL Taylor estimated assets between $0 and $50,000, and debts at $1 million to $10 million. The Debtors hired the Law Office of Frederick M. Lehrer. as their special counsel; and Nexus Engineering Group, LLC to provide them engineering support services. BLACKMAN COMMUNITY WATER: Has Until March 31 to File Plan --------------------------------------------------------- Judge Jerry C. Oldshue, Jr. of the U.S. Bankruptcy Court for the Northern District of Florida extended Blackman Community Water System, Inc.'s exclusive period to propose a plan of reorganization until March 31, 2017, pursuant to a stipulation between the Debtor and the United States Department of Agriculture, Rural Development. Judge Oldshue had also extended the Debtor's use of cash collateral, and directed the Debtor to make monthly adequate protection payments to USDA/Rural in the amount of $1,700, beginning on February 1, 2017. The Debtor's use of cash collateral expires at the earliest of: (a) the expiration of the Debtor's exclusivity period for proposing a plan of reorganization; (b) the appointment of a trustee or examiner in the Chapter 11 case; or (c) confirmation of a plan of reorganization under Bankruptcy Code section 1129. The Troubled Company Reporter had earlier reported that the Debtor sought an extension in order to: (a) formulate and implement a water usage rate structure change which included allowing sufficient notice to the users prior to the rate change going into effect; (b) gather sufficient, observable data regarding the effects of the rate structure change; and (c) analyze the results of the rate change. However, the Debtor further told the Court that counsel for the Debtor has not had an opportunity to confer with counsel for the USDA/Rural or the U.S. Trustee's Office, but they have scheduled to conduct a teleconference on December 29, 2016. About Blackman Community Water System Blackman Community Water System Inc. filed a Chapter 11 petition (Bankr. N.D. Fla. Case No. 16-30031) on Jan. 15, 2016. The petition was signed by Randall Ward, president. The Debtor disclosed assets at $5.32 million and debts at $1.96 million. The Debtor is represented by Ashley B. Rogers, Esq., at Chesser & Barr P.A. BLUE LEOPARD: Ch. Trustee Hires Humphrey Law as Counsel ------------------------------------------------------- W. Donald Gieseke, the Chapter 11 Trustee of Blue Leopard, LLC, seeks authority from the U.S. Bankruptcy Court for the District of Nevada to employ Humphrey Law, PLLC as counsel to the Trustee. The Trustee requires Humphrey Law to: a. investigate the Debtor's assets and analyze the Statements and Schedules; b. evaluate the secured claims against property of the Estate and investigate potential unsecured claims; c. evaluate and obtain cash collateral orders if needed, by way of stipulation or contested motion, in relation to any secured creditor claiming the rents, issues, and profits of any of the Debtor's property as part of its collateral; d. defend, if appropriate, any motions brought under 11 U.S.C. Sections 361 and 362; e. defend, if appropriate, any motion brought under 11 U.S.C. Section 1112; f. evaluate and, if necessary, prosecute any turnover actions under 11 U.S.C. Section 542; g. evaluate and, if necessary, prosecute any avoidance actions under 11 U.S.C. Sections 544-552; h. evaluate and, if necessary, prosecute any non-bankruptcy claims the Estate may have; i. assist in evaluating whether a plan of reorganization should be pursued and, if appropriate, obtain approval of a disclosure statement and plan; j. assist in determining whether conversion of the Bankruptcy Case to Chapter 7 may be appropriate in lieu of a chapter 11 plan; and k. assist in connection with any other legal matters that may arise during the Trustee's administration of the Debtor's Estate. Humphrey Law will be paid at these hourly rates: Partners $350 Paralegal $150 Humphrey Law will also be reimbursed for reasonable out-of-pocket expenses incurred. L. Edward Humphrey, member of Humphrey Law, PLLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Humphrey Law can be reached at: L. Edward Humphrey, Esq. HUMPHREY LAW, PLLC 201 West Liberty Street, Suite 204 Reno, NV 89501 Tel: (775) 420-3500 Fax: (855) 485-6329 About Blue Leopard, LLC Blue Leopard L.L.C. is a business which operates as a holding company for five pieces of real estate. It is owned 50% by J Colby Wheeler, and 50% by Chad Slade. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 16-10686) on Feb. 18, 2016. The petition was signed by J. Colby Wheeler, managing member. The case is assigned to Judge Mike K. Nakagawa. The Debtor is represented by Seth D. Ballstaedt, Esq., at The Ballstaedt Law Firm. The Debtor estimated assets of $500,000 to $1 million and debts of $1 million to $10 million. W. Donald Gieseke, the Chapter 11 Trustee of Blue Leopard, LLC, hires Humphrey Law, PLLC as his counsel. BLUE STAR GROUP: Taps Mulhern Patterson as Special Counsel ---------------------------------------------------------- Blue Star Group, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Maryland to hire Mulhern, Patterson & Marshall, LLP as special counsel. Mulhern Patterson will provide advice to Blue Star and its affiliates on regulatory and general corporate matters, and tort and insurance related-litigation matters. John Marshall, Esq., the lead partner on the engagement, charges $265 per hour. Defense for tort and insurance-related litigation matters will be billed at a rate of $165 per hour. Mr. Marshall 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: John Marshall, Esq. Mulhern, Patterson & Marshall, LLP 451 Hungerford Drive, Suite 200 Rockville, MD 20850 Phone: (301) 424-0600 About Blue Star Group Blue Star Group, Inc., Barwood, Inc., Checker Transportation Company, Inc., City Lease, Inc., Fleet Tech, Inc., and Silver Spring Transportation Company, each filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Lead Case No. 16-26548) on December 20, 2016. The petitions were signed by Lee Barnes, president. The cases are assigned to Judge Thomas J. Catliota. The Debtors are represented by Alan M. Grochal, Esq., Marissa K Lilja, Esq., and Joseph Michael Selba, Esq. of Tydings & Rosenberg, LLP. As of December 31, 2015, the Debtors and certain non-debtor driver partners had approximately $4.5 million in assets and approximately $5.4 million in liabilities. The Debtors have 57 employees as of the bankruptcy filing. In its petition, Blue Star Group listed under $50,000 in assets and under $10 million in liabilities. Barwood Inc. listed under $10 million in assets, and under $500,000 in liabilities. Fleet Tech listed under $100,000 in both assets and liabilities. BONANZA CREEK: Hires Alvarez & Marsal as Financial Advisors ----------------------------------------------------------- Bonanza Creek Energy, Inc., et al., seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ Alvarez & Marsal North America, LLC as financial advisors to the Debtors. Bonanza Creek requires Alvarez & Marsal to provide restructuring support services appropriate and feasible in order to manage and advise the Debtors in the course of the chapter 11 cases, including, but not limited to: (a) provide consulting services at the direction of the Debtors' Chief Executive Officer (the "Responsible Officer") in connection with the Debtors' efforts in seeking to improve the Debtors' financial and operating performance and assistance to the Debtors in their reorganization efforts; (b) in rendering its services to the Debtors, Alvarez & Marsal will report directly to the Responsible Officer and will make recommendations to and consult with the Responsible Officer and other senior officers as the Board of Directors (the "Board") or Responsible Officer directs; (c) in connection with the services to be provided, from time to time Alvarez & Marsal may utilize the services of employees of its affiliates and subsidiaries. Such affiliates are wholly owned by Alvarez & Marsal's parent company and employees. Alvarez & Marsal will be paid at these hourly rates: Managing Directors $675–975 Directors $500–750 Associates/Analysts $350–575 In the 90 days prior to the Petition Date, Alvarez & Marsal received retainers and payments totaling $1,633,720 in the aggregate for services performed for the Debtors. Alvarez & Marsal has applied these funds to amounts due for services rendered and expenses incurred prior to the Petition Date. Alvarez & Marsal will also be reimbursed for reasonable out-of-pocket expenses incurred. R. Seth Bullock, member of Alvarez & Marsal North America, LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and (a) are not creditors, equity security holders or insiders of the Debtor; (b) have not been, within two years before the date of the filing of the Debtor's chapter 11 petition, directors, officers or employees of the Debtor; and (c) do not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtor, or for any other reason. Alvarez & Marsal can be reached at: R. Seth Bullock ALVAREZ & MARSAL NORTH AMERICA, LLC 700 Louisiana Street, Suite 900 Houston, TX 77002 Tel: (713) 571-2400 Fax: (713) 547-3697 About Bonanza Creek Energy, Inc. Bonanza Creek Energy, Inc. (NYSE: BCEI) --http://www.bonanzacrk.com/-- is an independent oil and Natural Gas Company engaged in the acquisition, exploration, development and production of onshore oil and associated liquids-rich natural gas in the U.S. The Company's assets and operations are concentrated primarily in the Rocky Mountain region in the Wattenberg Field, focused on the Niobrara and Codell formations, and in southern Arkansas, focused on oily Cotton Valley sands. As of Sept. 30, 2016, Bonanza had $1.22 billion in total assets, $1.13 billion in total liabilities and $84.75 million in total stockholders' equity. On Jan. 4, 2017 Bonanza Creek Energy, Inc., and six affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. Case No. 17-10015). The cases are pending before the Hon. Kevin J. Carey, and the Debtors have requested joint administration of the cases. Davis, Polk & Wardwell LLP is acting as legal counsel, Richards, Layton & Finger, P.A., is acting as co-counsel, Perella Weinberg Partners LP is acting as financial advisor, Alvarez & Marsal LLC is acting as restructuring advisor and Prime Clerk LLC is acting as notice, claims and solicitation agent to the Company in connection with its restructuring efforts. Kirkland & Ellis LLP serves as legal counsel and Evercore Group L.L.C. serves as financial advisor to the ad hoc committee of holders of the Senior Notes. BONANZA CREEK: Hires Davis Polk as Bankruptcy Counsel ----------------------------------------------------- Bonanza Creek Energy, Inc., et al., seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ Davis Polk & Wardwell LLP as counsel to the Debtors. Bonanza Creek requires Davis Polk to: (a) prepare on behalf of the Debtors all necessary or appropriate motions, applications, answers, orders, reports and other papers in connection with the administration of the Debtors' estates; (b) counsel the Debtors with regard to their rights and obligations as debtors in possession and their powers and duties in the continued management and operation of their businesses and properties; (c) provide advice, representation and preparation of necessary documentation and pleadings and take all necessary or appropriate actions in connection with debt restructuring, statutory bankruptcy issues, postpetition financing, if any, strategic transactions, securities laws, real estate, employee benefits, environmental, business and commercial litigation, and corporate and tax matters; (d) take all necessary or appropriate actions to protect and preserve the Debtors' estates, including the prosecution of actions on the Debtors' behalf, the defense of any actions commenced against the Debtors, the negotiation of disputes in which the Debtors are involved and the preparation of objections to claims filed against the Debtors' estates; (e) take all necessary or appropriate actions in connection with any chapter 11 plan, all related disclosure statements and all related documents and such further actions as may be required in connection with the administration of the Debtors' estates; and (f) act as general bankruptcy counsel for the Debtors and perform all other necessary or appropriate legal services in connection with the chapter 11 cases. Davis Polk will be paid at these hourly rates: Partners $1,095-$1,350 Counsel $1,025 Associates $410-$970 Paraprofessionals $295-$490 Davis Polk will be paid a retainer in the amount of $600,000. Davis Polk will also be reimbursed for reasonable out-of-pocket expenses incurred. In accordance with the Office of the United States Trustee's Appendix B - Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the firm provides the following information: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: Davis Polk has agreed to negotiated discounts off of its standard rates. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: No. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed postpetition, explain the difference and the reasons for the difference. Response: Prior to January 1, 2017, Davis Polk's rates for timekeepers for its prepetition engagement on this matter were $1,045 to $1,285 for partners, $980 for counsel, $390 to $925 for associates and $285 to $465 for paraprofessionals. As agreed with the Debtors, and in connection with Davis Polk's annual rate increase, on January 1, 2017, Davis Polk's prepetition rates increased to $1,095 to $1,350 for partners, $1,025 for counsel, $410 to $970 for associates and $295 to $490 for paraprofessionals. Davis Polk's billing rates have not changed postpetition. Question: Has your client approved your prospective budget and staffing plan, and, if so for what budget period? Response: Davis Polk intends to provide a prospective budget and staffing plan for the period from the Petition Date through March 31, 2017 to the Debtors and will continue to work with the Debtors on the budget and staffing plan. Brian M. Resnick, member of Davis Polk & Wardwell LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and (a) are not creditors, equity security holders or insiders of the Debtor; (b) have not been, within two years before the date of the filing of the Debtor's chapter 11 petition, directors, officers or employees of the Debtor; and (c) do not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtor, or for any other reason. Davis Polk can be reached at: Brian M. Resnick, Esq. DAVIS POLK & WARDWELL LLP 450 Lexington Avenue New York, NY 10017 Tel: (212) 450-4000 Fax: (212) 607-7983 E-mail: brian.resnick@davispolk.com About Bonanza Creek Energy, Inc. Bonanza Creek Energy, Inc. (NYSE: BCEI) --http://www.bonanzacrk.com/-- is an independent oil and Natural Gas Company engaged in the acquisition, exploration, development and production of onshore oil and associated liquids-rich natural gas in the U.S. The Company's assets and operations are concentrated primarily in the Rocky Mountain region in the Wattenberg Field, focused on the Niobrara and Codell formations, and in southern Arkansas, focused on oily Cotton Valley sands. As of Sept. 30, 2016, Bonanza had $1.22 billion in total assets, $1.13 billion in total liabilities and $84.75 million in total stockholders' equity. On Jan. 4, 2017 Bonanza Creek Energy, Inc., and six affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. Case No. 17-10015). The cases are pending before the Hon. Kevin J. Carey, and the Debtors have requested joint administration of the cases. Davis, Polk & Wardwell LLP is acting as legal counsel, Richards, Layton & Finger, P.A., is acting as co-counsel, Perella Weinberg Partners LP is acting as financial advisor, Alvarez & Marsal LLC is acting as restructuring advisor and Prime Clerk LLC is acting as notice, claims and solicitation agent to the Company in connection with its restructuring efforts. Kirkland & Ellis LLP serves as legal counsel and Evercore Group L.L.C. serves as financial advisor to the ad hoc committee of holders of the Senior Notes. BONANZA CREEK: Hires Perella as Restructuring Financial Advisor --------------------------------------------------------------- Bonanza Creek Energy, Inc., et al., seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ Perella Weinberg Partners LP as restructuring financial advisor to the Debtors. Bonanza Creek requires Perella to: General Financial Advisory Services (a) familiarize with the business, operations, properties, financial condition and prospects of the Debtors; (b) review the Debtors' financial condition and outlook; (c) assist in the development of financial data and presentations to the Debtors' Board of Directors, various creditors, and other parties; (d) analyze the Debtors' financial liquidity and evaluate alternatives to improve such liquidity; (e) evaluate the Debtors' debt capacity and alternative capital structures; (f) participate in negotiations among the Debtors and its creditors, suppliers, lessors and other interested parties with respect to any of the transactions contemplated by the Engagement Letter; (g) advise the Debtors and negotiate with lenders with respect to potential waivers or amendments of various credit facilities; and (h) provide such other advisory services as are customarily provided in connection with the analysis and negotiation of any of the transactions contemplated by the Engagement Letter, as requested and mutually agreed. Restructuring Services (a) analyze various Restructuring scenarios and the potential impact of these scenarios on the value of the Debtors and the recoveries of those stakeholders impacted by the Restructuring; (b) provide strategic advice with regard to restructuring or refinancing the Debtors' obligations; (c) provide financial advice and assistance to the Debtors in developing a Restructuring; (d) provide expert financial analysis on the valuation of the Debtors as may be required or requested by the Debtors in connection with a Restructuring; (e) assist the Debtors and participate in negotiations with entities or groups affected by a Restructuring; and (f) in connection therewith, provide financial advice and assistance to the Debtors in structuring any new securities to be issued under a Restructuring; Chapter 11 Services (a) provide financial advice to the Debtors in structuring and effecting debt or equity financing for a plan of reorganization under chapter 11 of the Bankruptcy Code, identify potential debt or equity investors and, at the Debtors' request, contact and solicit such investors; (b) assist in the arranging of debt or equity financing for a plan of reorganization under chapter 11 of the Bankruptcy Code, including identifying potential sources of such debt or equity financing, assisting the Debtors in the due diligence process, and negotiating the terms of any such proposed financing, as requested by the Debtors; (c) review financial disclosures, including, in any case under chapter 11 of the Bankruptcy Code, schedules of assets and liabilities, statements of financial affairs, monthly operating reports and information contained in any disclosure statement; (d) assist in the review and analysis of executory contracts and leases, performance of cost or benefit evaluations with respect to the assumption or rejection of such contracts and leases and negotiation with counterparties in connection with such assumption or rejection; (e) assist in the analysis of, and negotiation with, material creditor claims in these cases; and (f) provide testimony, as necessary or advisable, in connection with the foregoing. Financing Services (a) provide financial advice to the Debtors in structuring and effecting a Financing, identify potential Investors and, at the Debtors' request, contact and solicit such Investors; and (b) assist in the arranging of a Financing, including identifying potential sources of capital, assisting in the due diligence process, and negotiating the terms of any proposed Financing, as requested. Sale Services (a) provide financial advice to the Debtors in structuring, evaluating and effecting a Sale, identify potential acquirers and, at the Debtors request, contact and solicit potential acquirers; and (b) assist in the arranging and executing a Sale, including identifying potential buyers or parties in interest, assisting in the due diligence process, and negotiating the terms of any proposed Sale, as requested. Perella will be paid as follows: (a) For so long as the Debtors has not commenced a case under the Bankruptcy Code, the Company shall pay Perella a monthly advisory fee (the "Monthly Fee") of $150,000, with the first two Monthly Fees paid upon execution of the Engagement Letter and additional installments of such Monthly Fee payable in advance of the first day of every month thereafter; provided, that 50% of the aggregate amount of Monthly Fees paid from and including the seventh Monthly Fee payable under the Engagement Letter shall be credited against and subtracted from the aggregate amount of all other fees payable under the Engagement letter; provided further that in no event shall any amount payable under Section 2(a) of the Engagement letter be refundable to the Company; plus (b) The Debtors shall pay Perella additional fees: (i) equal to 1% of the par value of any Obligations exchanged, refinanced, restructured or discharged (the "Restructuring Fee") payable (1) if the Debtors complete any Restructuring prior to or without commencing a case under chapter 11 of the Bankruptcy Code, upon consummation of such Restructuring or (2) if the Debtors commence a case under chapter 11 of the Bankruptcy Code, upon consummation of the plan in connection with such case that effects such Restructuring; provided, that in the event the Debtor contemplates filing a "pre- packaged" bankruptcy, then (x) 50% of such fee shall be payable on the successful conclusion of a solicitation of votes for a pre-packaged reorganization plan and (y) the remaining 50% shall be payable upon the consummation of the plan in connection with such case that effects such Restructuring; provided, that in the event the Debtors contemplate filing a "prearranged" bankruptcy, then (x) 50% of such fee will be payable upon the entry by the Debtors prior to the chapter 11 filing of a restructuring support agreement, lock up agreement or similar agreement with holders of at more than half in amount of the Debtors' outstanding bonds, provided, further, that such fee shall be returned by Perella to the Debtors if no Restructuring is ultimately consummated) and (y) the remaining 50% shall be payable upon the consummation of the plan in connection with such case that effects such Restructuring; plus (ii) a fee (the "Financing Fee") equal to (x) 1% of the gross cash proceeds of any debt Financing, (y) 4% of the gross cash proceeds of any Restructuring Related Equity Raise, as defined in the Engagement Letter, and (z) 4% of the gross cash proceeds of any equity or equity linked securities sold in any Financing consummated as part of any rights offering effected during the pendency of a chapter 11 reorganization or as part of the emergence therefrom, in each case payable upon the funding of such Financing; plus (iii) in the case of any Sale, a fee equal to 1% of the Transaction Value (as defined in the Engagement Letter) (the "Sale Fee"), payable upon consummation of such sale. Perella will also be reimbursed for reasonable out-of-pocket expenses incurred. Kevin Cofsky, member of Perella Weinberg Partners LP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and (a) are not creditors, equity security holders or insiders of the Debtor; (b) have not been, within two years before the date of the filing of the Debtor's chapter 11 petition, directors, officers or employees of the Debtor; and (c) do not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtor, or for any other reason. Perella can be reached at: Kevin Cofsky PERELLA WEINBERG PARTNERS LP 767 Fifth Avenue New York, 10153 Tel: (212) 287-3200 Fax: (212) 287-3201 About Bonanza Creek Energy, Inc. Bonanza Creek Energy, Inc. (NYSE: BCEI) --http://www.bonanzacrk.com/-- is an independent oil and Natural Gas Company engaged in the acquisition, exploration, development and production of onshore oil and associated liquids-rich natural gas in the U.S. The Company's assets and operations are concentrated primarily in the Rocky Mountain region in the Wattenberg Field, focused on the Niobrara and Codell formations, and in southern Arkansas, focused on oily Cotton Valley sands. As of Sept. 30, 2016, Bonanza had $1.22 billion in total assets, $1.13 billion in total liabilities and $84.75 million in total stockholders' equity. On Jan. 4, 2017 Bonanza Creek Energy, Inc., and six affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. Case No. 17-10015). The cases are pending before the Hon. Kevin J. Carey, and the Debtors have requested joint administration of the cases. Davis, Polk & Wardwell LLP is acting as legal counsel, Richards, Layton & Finger, P.A., is acting as co-counsel, Perella Weinberg Partners LP is acting as financial advisor, Alvarez & Marsal LLC is acting as restructuring advisor and Prime Clerk LLC is acting as notice, claims and solicitation agent to the Company in connection with its restructuring efforts. Kirkland & Ellis LLP serves as legal counsel and Evercore Group L.L.C. serves as financial advisor to the ad hoc committee of holders of the Senior Notes. BONANZA CREEK: Hires Prime Clerk as Administrative Agent -------------------------------------------------------- Bonanza Creek Energy, Inc., et al., seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ Prime Clerk LLC as administrative agent to the Debtors. Bonanza Creek requires Prime Clerk to: (a) assist with, among other things, solicitation, balloting and tabulation of votes, and preparing any related reports, as required in support of confirmation of a chapter 11 plan, and in connection with such services, processing requests for documents from parties in interest, including, if applicable, brokerage firms, bank back-offices, and institutional holders; (b) prepare an official ballot certification and, if necessary, testifying in support of the ballot tabulation results; (c) assist with the preparation of the Debtors' schedules of assets and liabilities and statements of financial affairs and gathering data in conjunction therewith; (d) provide a confidential data room, if requested; (e) manage and coordinating any distributions pursuant to a chapter 11 plan; and (f) provide such other processing, solicitation, balloting and administrative services described in the Services Agreement, but not included in the Section 156(c) Application, as may be requested from time to time by the Debtors, the Court, or the Office of the Clerk of the Bankruptcy Court. Prime Clerk will be paid at these hourly rates: Analyst $25-$45 Technology Consultant $35-$70 Consultant/Senior Consultant $70-$150 Director $160-$185 Solicitation Consultant $180 COO and Executive Vice President No charge Prime Clerk will also be reimbursed for reasonable out-of-pocket expenses incurred. Michael J. Frishberg, member of Prime Clerk LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and (a) are not creditors, equity security holders or insiders of the Debtor; (b) have not been, within two years before the date of the filing of the Debtor's chapter 11 petition, directors, officers or employees of the Debtor; and (c) do not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtor, or for any other reason. Prime Clerk can be reached at: Michael J. Frishberg Prime Clerk LLC 830 3rd Avenue, 9th Floor New York, NY 10022 Phone: (212) 257-5450 About Bonanza Creek Energy, Inc. Bonanza Creek Energy, Inc. (NYSE: BCEI) --http://www.bonanzacrk.com/-- is an independent oil and Natural Gas Company engaged in the acquisition, exploration, development and production of onshore oil and associated liquids-rich natural gas in the U.S. The Company's assets and operations are concentrated primarily in the Rocky Mountain region in the Wattenberg Field, focused on the Niobrara and Codell formations, and in southern Arkansas, focused on oily Cotton Valley sands. As of Sept. 30, 2016, Bonanza had $1.22 billion in total assets, $1.13 billion in total liabilities and $84.75 million in total stockholders' equity. On Jan. 4, 2017 Bonanza Creek Energy, Inc., and six affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. Case No. 17-10015). The cases are pending before the Hon. Kevin J. Carey, and the Debtors have requested joint administration of the cases. Davis, Polk & Wardwell LLP is acting as legal counsel, Richards, Layton & Finger, P.A., is acting as co-counsel, Perella Weinberg Partners LP is acting as financial advisor, Alvarez & Marsal LLC is acting as restructuring advisor and Prime Clerk LLC is acting as notice, claims and solicitation agent to the Company in connection with its restructuring efforts. Kirkland & Ellis LLP serves as legal counsel and Evercore Group L.L.C. serves as financial advisor to the ad hoc committee of holders of the Senior Notes. BONANZA CREEK: Hires Richard Layton as Co-counsel ------------------------------------------------- Bonanza Creek Energy, Inc., et al., seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ Richard Layton & Finger, P.A. as co-counsel to the Debtors. Bonanza Creek requires Richard Layton to: a) advise the Debtors of their rights, powers and duties as debtors and debtors in possession under chapter 11 of the Bankruptcy Code; b) take action to protect and preserve the Debtors' estates, including the prosecution of actions on the Debtors' behalf, the defense of actions commenced against the Debtors in these chapter 11 cases, the negotiation of disputes in which the Debtors are involved and the preparation of objections to claims filed against the Debtors; c) assist in preparing on behalf of the Debtors all motions, applications, answers, orders, reports and papers in connection with the administration of the Debtors' estates; d) prosecute on behalf of the Debtors the Prepackaged Plan and seeking approval of all transactions contemplated therein and in any amendments thereto; e) perform other necessary or desirable legal services in connection with the chapter 11 cases; and f) in addition to those services set forth in paragraphs 6(a) through 6(e), Richard Layton may perform all other services assigned by the Debtors, in consultation with Davis Polk & Wardwell LLP, to Richard Layton as co-counsel to the Debtors. To the extent Richard Layton determines that such services fall outside of the scope of services historically or generally performed by Richard Layton as co-counsel in a bankruptcy case, Richard Layton will file a supplemental declaration. Richard Layton will be paid at these hourly rates: Partners $660- $900 Counsel $560-$575 Associates $320-$550 Paraprofessionals $250 Richard Layton will be paid a retainer in the amount of $150,000. Richard Layton will also be reimbursed for reasonable out-of-pocket expenses incurred. Mark D. Collins, member of , Richard Layton & Finger, P.A., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and (a) are not creditors, equity security holders or insiders of the Debtor; (b) have not been, within two years before the date of the filing of the Debtor's chapter 11 petition, directors, officers or employees of the Debtor; and (c) do not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtor, or for any other reason. Richard Layton can be reached at: Mark D. Collins, Esq. RICHARD LAYTON & FINGER, P.A. 920 North King Street Wilmington, Delaware 19801 Tel: (302) 651-7700 Fax: (302) 651-7701 E-mail: collins@rlf.com About Bonanza Creek Energy, Inc. Bonanza Creek Energy, Inc. (NYSE: BCEI) --http://www.bonanzacrk.com/-- is an independent oil and Natural Gas Company engaged in the acquisition, exploration, development and production of onshore oil and associated liquids-rich natural gas in the U.S. The Company's assets and operations are concentrated primarily in the Rocky Mountain region in the Wattenberg Field, focused on the Niobrara and Codell formations, and in southern Arkansas, focused on oily Cotton Valley sands. As of Sept. 30, 2016, Bonanza had $1.22 billion in total assets, $1.13 billion in total liabilities and $84.75 million in total stockholders' equity. On Jan. 4, 2017 Bonanza Creek Energy, Inc., and six affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. Case No. 17-10015). The cases are pending before the Hon. Kevin J. Carey, and the Debtors have requested joint administration of the cases. Davis, Polk & Wardwell LLP is acting as legal counsel, Richards, Layton & Finger, P.A., is acting as co-counsel, Perella Weinberg Partners LP is acting as financial advisor, Alvarez & Marsal LLC is acting as restructuring advisor and Prime Clerk LLC is acting as notice, claims and solicitation agent to the Company in connection with its restructuring efforts. Kirkland & Ellis LLP serves as legal counsel and Evercore Group L.L.C. serves as financial advisor to the ad hoc committee of holders of the Senior Notes. BUFFETS LLC: Has Until March 10 to Solicit Plan Acceptances ----------------------------------------------------------- Judge Ronald B. King of the U.S. Bankruptcy Court for the Western District of Texas extended the exclusive period during which Buffets, LLC and its affiliated Debtors may solicit acceptances of a Chapter 11 plan through and including March 10, 2017. The Troubled Company Reporter had earlier reported that the Debtors filed a disclosure statement and plan on September 30, 2016, within the extended exclusivity period previously ordered by the Court. The TCR has also reported that the Debtors sought for exclusivity extension relating that during a November 30, 2016 mediation led by the Hon. Leif Clark, they had reached an agreement with the official committee of unsecured creditors as to general terms of a compromise to resolve their disputes regarding the Debtors' efforts to reorganize. The Debtors and the Committee had been in discussions regarding reorganization of the Debtors since the conclusion of the Mediation and continued to work toward a mutually agreeable Plan that also meaningfully addresses the concerns of other important stakeholders in these Cases. These discussions had been ongoing for months and appear to be close to a conclusion, however, given the timing of the Mediation and the intervening holidays, the Debtors, the Committee and other parties needed additional time to reach consensus on specific terms of a plan of reorganization. About Buffets LLC Buffets LLC, et al., are one of the largest operators of buffet-style restaurants in the U.S. The buffet restaurants, located in 25 states, principally operate under the names Old Country Buffet(R), Country Buffet(R), HomeTown(R) Buffet, Ryan's(R) and Fire Mountain(R). These locations primarily offer self-service buffets with entrees, sides, and desserts for an all-inclusive price. In addition, Buffets owns and operates an 10-unit full service, casual dining chain under the name Tahoe Joe's Famous Steakhouse(R). Buffets Holdings, Inc., filed for Chapter 11 relief in January 2008 and won confirmation of a reorganization plan in April 2009. In January 2012, Buffets again sought Chapter 11 protection and emerged from bankruptcy in July 2012. On Aug. 19, 2015, Alamo Ovation, LLC acquired Buffets Restaurants Holdings, Inc., and as a result of the merger, Buffets operated over 300 restaurants in 35 states. Down to 150 restaurants in 25 states after closing unprofitable locations, Buffets LLC and its affiliated entities sought Chapter 11 protection (Bankr. W.D. Tex. Case No. Lead Case No. 16-50557) in San Antonio, Texas, on March 7, 2016. The cases are assigned to Judge Ronald B. King. The Debtors have tapped Akerman, LLP, as counsel, Bridgepoint Consulting, LLC as financial advisor and Donlin, Recano & Company as claims and noticing agent. The U.S. Trustee on March 21, 2016, appointed Van Eerden Foodservice Company, Heather Gage, Bryce King, Realty Income Corporation, Windstream, Automatic Data Processing, Inc., and Edward Don & Company as members of the Official Committee of Unsecured Creditors. The Committee appointed Greenberg Traurig, LLP as counsel. BURCON NUTRASCIENCE: Large Scale Reports 16.8% Equity Stake ----------------------------------------------------------- In an amended Schedule 13G filed with the Securities and Exchange Commission, Large Scale Investments Limited disclosed that as of Jan. 16, 2017, it beneficially owns 6,480,090 common shares of Burcon NutraScience Corporation representing 16.8 percent of the shares outstanding. Great Intelligence Limited reported beneficial ownership of 2,112,847 common shares while ITC Corporation Limited reported beneficial ownership of 8,592,937 common shares. A full-text copy of the regulatory filing is available for free at https://is.gd/Ntpqjd About Burcon NutraScience Headquartered in Vancouver, Canada, Burcon NutraScience Corporation has developed a portfolio of composition, application, and process patents originating from its core protein extraction and purification technology. The Company's patented processes utilize inexpensive oilseed meals and other plant-based sources for the production of purified plant proteins that exhibit certain nutritional, functional and nutraceutical profiles. Burcon NutraScience reported a net loss of C$6.56 million on C$106,390 of revenue for the year ended March 31, 2016, compared to a net loss of C$6.57 million on C$105,387 of revenue for the year ended March 31, 2015. As of Sept. 30, 2016, Burcon Nutrascience had C$3.86 million in total assets, C$2.48 million in total liabilities and C$1.38 million in shareholders' equity. In its annual report on Form 20-F for the fiscal year ended March 31, 2016, the Company said that as at March 31, 2016, it had minimal revenues from its technology, had an accumulated deficit of $77,550,164 (2015 - $70,980,388). During the year ended March 31, 2016, the Company incurred a loss of $6,569,776 (2015 - $6,579,424; 2014 - $5,961,545) and had negative cash flow from operations of $4,883,575 (2015 - $4,819,743; 2014 - $4,952,221). The Company has relied on equity financings, private placements, rights offerings and other equity transactions to provide the financing necessary to undertake its research and development activities. As at March 31, 2016, the Company had cash and cash equivalents of $2,479,862 (2015 - $2,400,965) and short-term investments of $nil (2015 - $1,266,600). These conditions indicate existence of a material uncertainty that casts substantial doubt about the ability of the Company to meet its obligations as they become due and, accordingly, its ability to continue as a going concern. The Company said its ability to continue as a going concern is dependent upon the Company raising additional capital. On May 12, 2016, the Company completed a convertible note financing for $2,000,000, with net proceeds of approximately $1,934,000. Although the Company expects to receive royalty revenues from its license and production agreement (Soy Agreement) with Archer Daniels Midland Company from the sales of CLARISOY(TM), the amount of royalty revenues cannot be ascertained at this time. Burcon expects the amount of royalty revenues from the sales of CLARISOY(TM) will not reach its full potential until such time production is expanded to one or more full-scale commercial facilities. CAESARS ENTERTAINMENT: S&P Puts 'D' CCR on CreditWatch Positive --------------------------------------------------------------- S&P Global Ratings placed its ratings on Caesars Entertainment Corp. (CZR) (including subsidiary Caesars Entertainment Resort Properties LLC; CERP) and Chester Downs and Marina LLC on CreditWatch with positive implications. S&P also revised the CreditWatch implications on its rating on Caesars Growth Properties Parent LLC (CGPP) to positive from negative. S&P's rating on Caesars Entertainment Operating Co. Inc. (CEOC), which is in Chapter 11 bankruptcy, remains 'D'. S&P also discontinued its 'D' ratings on CEOC's debt because S&P is unlikely to raise these ratings in the future since this debt will be refinanced with new debt CEOC plans to raise over the near term as part of its emergence from bankruptcy. "The positive CreditWatch listings reflect bankruptcy court confirmation and lender support of the restructuring plan that would put in place a long-term capital structure that we believe is more sustainable by reducing consolidated debt levels by roughly $10 billion," said S&P Global credit analyst Ariel Silverberg. "In addition, we believe it is now unlikely that CZR, CERP, CGPP, or Chester Downs will be pulled into a restructuring as a result of the ongoing bankruptcy of CEOC, CZR's largest and most leveraged subsidiary," she added. Furthermore, the reorganization plan would eliminate existing litigation risk relating to the release of the parent guarantee and various asset transfer and financing transactions as the petitioners have agreed to dismiss these claims as part of the plan. CZR agreed to contribute approximately $5 billion to the restructuring, including proceeds from the sale of Caesars Interactive's social and mobile games business in September 2016 and a dilution of the sponsors' equity ownership in CZR, which largely addresses the potential damages that had been cited in the examiner's report resulting from the various contested transactions. In resolving the CreditWatch listing, S&P plans to analyze the planned post-emergence organizational and capital structure, which could result in a favorable reassessment of the consolidated credit profile of, and higher ratings on, the new Caesars Entertainment, including CEOC's gaming operations, CERP, Caesars Growth, and Chester Downs. S&P will monitor the company's progress toward a CEOC emergence from bankruptcy, including its progress toward completing the various financing transactions needed for emergence as well as its progress in securing the required regulatory approvals. Once S&P can confidently conclude that CEOC will successfully emerge as outlined, S&P will likely raise the corporate credit rating several notches into the 'B' rating category. CASABLANCA INT'L: Moody's Assigns B3 Corporate Family Rating ------------------------------------------------------------ Moody's Investors Service assigned Casablanca International Holdings Limited (dba Apple Leisure Group) a Corporate Family Rating (CFR) at B3 and a Probability of Default Rating at B3-PD. At the same time, Moody's rated Casablanca US Holdings Inc.'s ("US Borrower") $125 million senior secured first lien revolving credit facility at B2, $600 million senior secured first lien term loan at B2, and $225 million senior secured second lien term loan at Caa2. The rating outlook is stable. The following ratings are assigned: Issuer: Casablanca International Holdings Limited -- Corporate Family Rating at B3 -- Probability of Default Rating at B3-PD -- Outlook at Stable Issuer: Casablanca US Holdings Inc. -- $125 million backed senior secured first lien revolving credit facility due 2022 at B2 (LGD3) -- $600 million backed senior secured first lien term loan due 2024 at B2 (LGD3) -- $225 million backed senior secured second lien term loan due 2025 at Caa2 (LGD5) Casablanca International Holdings Limited is a newly created company formed in connection with the acquisition of the operating subsidiaries of Apple Leisure Group by Kohlberg Kravis Roberts & Co. L.P. ("KKR") and KSL Capital Partners IV, LP ("KSL") along with certain other investors (the management and founders). ALG B.V. is the intermediate parent company of all of the operating subsidiaries of Apple Leisure Group (except Unlimited Vacation Club). At the time of the closing of the acquisition, the bank credit facilities at ALG B.V. will be repaid in full and the ratings associated with those facilities will be withdrawn. The following ratings remain unchanged and will be withdrawn upon the closing of the transaction and the repayment in full of the existing bank credit facilities: Issuer: ALG B.V. -- Corporate Family Rating of B2 -- Probability of Default Rating of B2-PD -- Senior secured first lien bank credit facilities at B1 (LGD3) -- Senior secured second lien bank credit facilities at Caa1 (LGD5) ALG B.V.'s Corporate Family Rating and Probability of Default Rating remain on review for downgrade. Holdings, US Borrower, and Casablanca Foreign Holdings Limited ("Foreign Borrower") together operate under the business name Apple Leisure Group. For purposes of the credit discussion, they combined entities will be referred to collectively as "Apple Leisure Group". RATINGS RATIONALE Apple Leisure Group's B3 Corporate Family Rating reflects the very high debt levels associated with its acquisition by KKR and KSL. Following the acquisition, Apple Leisure Group will have $825 million of funded debt which results an initial very high leverage whether evaluated using an EBITDA basis or a free cash flow basis. It also reflects Apple Leisure Group's very small scale in terms of number of resorts, its geographic concentration in Mexico and the Caribbean, its low operating margins and its heavy reliance on contract sales at its Unlimited Vacation Club ("UVC") to generate the large majority of its free cash flow. Positive ratings consideration was given to Apple Leisure Group's good liquidity, low capital requirements, and vertically integrated business model. Moody's believes that Apple Leisure Group's low capital requirements and vertically integrated business model mitigate, to some degree, the earnings volatility that are experienced during periods of weak demand. Apple Leisure Group's initial credit metrics will be very weak. Moody's estimates debt to EBITDA pro forma for the transaction and using a GAAP based EBITDA (which includes the substantial operating losses at its UVC subsidiary) for the year ended December 31, 2016 is 22.8x. Moody's estimates using Apple Leisure Group's, cash based EBITDA (which adjusts EBITDA for the deferred revenue and deferred costs associated with the UVC contract sold) for the year ended December 31, 2016 is 6.8x. Pro forma for the transaction for the year ended December 31, 2016, FCF to debt is 5.4%. Moody's believes FCF to debt is the best estimate of Apple Leisure Group's leverage as it picks up the the change in drerred revenue and deferred costs related to the contracts sold by UVC. In addition, the deposits paid at the time of purchase are typically non-refundable after one month following the signing of the contract. In the fourth quarter of 2016 and the first quarter of 2017, Apple Leisure Group opened 9 resorts which supports a growth in EBITDA and free cash flow in 2017. In addition, the new resort openings provides Apple Leisure Group with a higher level of guests to market its UVC contract program. The B3 rating is supported by Moody's expectation that credit metrics will improve in 2017. Moody's estimates that GAAP based debt to EBITDA will remain over 20x and FCF to debt will be 8.3%. Moody's calculates the "cash basis" debt to EBITDA (using Apple Leisure Group's estimates of "cash based" EBITDA) will be 5.5x. The stable outlook reflects Apple Leisure Group's good liquidity and Moody's expectation that the new resort openings should drive growth in free cash flow generation and an improvement in free cash flow to debt in 2017. US Borrower and Foreign Borrower are co-borrowers under the senior secured first lien revolver, senior secured first lien term loan, and senior secured second lien term loan. The guarantors include: Holdings (the entity which will be providing the audited financial statements going forward), Casablanca International Intermediate Holdings Limited (direct parent of US Borrower and Foreign Borrower), the US operating subsidiaries, and the foreign subsidiaries incorporated in the Cayman Islands, Nevis, and the Netherlands. The B2 rating on the first lien credit facilities is one notch higher than the Corporate Family Rating (B3). The one notch difference reflects their senior position to the $225 million second lien term loan. The second lien term loan is rated Caa2 reflecting its junior position in the capital structure behind the $125 million first lien revolver and $600 million first lien term loan. Ratings could be upgraded should Apple Leisure Group be able to maintain free cash flow to debt above 10% while maintaining good liquidity, break even to positive growth in Revenue Per Available Room and growth in the number of UVC contracts sold year over year. Ratings could be downgraded should free cash flow to debt fall below 3%, should its liquidity profile become weak, or should the number of contracts sold decline below 2016 levels (about 16,500 contracts). Casablanca International Holdings Limited is an intermediary holding company who is the indirect parent of Casablanca US Holdings Inc. and Casablanca Foreign Holdings Limited (the co-borrowers under the rated bank facilities). It does business under the name Apple Leisure Group. Its primary operating subsidiaries are Apple Vacations, AMStar, AMResorts, and Unlimited Vacation Club. Apple Vacations sells wholesale and retail vacation travel packages to the Caribbean, Mexico, Hawaii, and Europe through three business units under the brand names "Apple Vacations", "Travel Impressions" and "Cheap Caribbean". AMSTAR provides optional tours, and ground transportation services in Hawaii, the Caribbean and Mexico. AMResorts manages 52 all-inclusive resorts located in Mexico and the Caribbean. Unlimited Vacation Club sells memberships which that primarily provides discounted pricing on future resort stays. Annual revenues are about $2.4 billion. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. CATHAY GENERAL: Fitch Affirms BB+ IDR; Outlook Still Positive ------------------------------------------------------------- Fitch Ratings has affirmed Cathay General Bancorp's (CATY) and its principal subsidiary Cathay Bank's long-term Issuer Default Ratings (IDRs) at 'BB+' and Viability Ratings (VRs) at 'bb+'. The Rating Outlook remains Positive. A full list of rating actions follows at the end of this press release. The rating action follows a periodic review of the midtier regional banking group, which includes BankUnited Inc. (BKU), BOK Financial Corp. (BOKF), Cathay General Bancorp (CATY), East West Bancorp (EWBC), First Republic Bank (FRC), First Horizon National Corp. (FHN), First National of Nebraska Inc. (FNNI), Fulton Financial Corp. (FULT), Hilltop Holdings, Inc. (HTH), Synovus Financial Corp. (SNV), TCF Financial Corp. (TCB), Trustmark Corp. (TRMK), UMB Financial Corp. (UMBF) and Wintrust Financial Corp. (WTFC). Company-specific rating rationales for the other banks are published separately, and for further discussion of the midtier regional bank sector in general, refer to the special report titled 'US Banks: Midtier Regional Bank Periodic Review,' to be published shortly. KEY RATING DRIVERS VR AND IDRS The rating affirmation incorporates CATY's asset quality improvements, continued strong earnings performance and solid capital position. The Positive Outlook reflects the possibility of upward rating movement if CATY's capital levels, earnings performance and risk profile remain in line with or exceed Fitch expectations (see Rating Sensitivities). Asset quality metrics showed improvement over the year with CATY continuing to demonstrate the ability to work out of problem loans at nominal loss. Fitch calculates NPAs (including accruing restructured loans) at 1.38% of loans and foreclosed real estate as of 3Q16. This is an 18bp improvement over the year prior, while the net charge-off rate for the year-to-date as of September 2016 remained low at 7bps. CATY's NPAs are now in line with the median for the peer group. CATY's capital ratios remain in the top-quartile of the Fitch midtier regional peer group as of 3Q16. Over the last year, CATY has optimized its capital levels by distributing excess capital to shareholders in the form of share repurchases and dividends. This resulted in a modest reduction in risk-based capital ratios. High loan growth levels were partially offset by good levels of earnings generation. Nearly half of CATY's loan growth over the last year was in residential mortgages. These loans carry a relatively low risk-weight of 50%, which further supported risk-based capital ratios. In July 2016, CATY announced plans to acquire SinoPac Bancorp (SinoPac), the bank holding company of Far East National Bank (FENB). Fitch views the transaction as financially compelling for CATY as reflected in zero goodwill creation and significant cost savings that are expected to be derived from the complementary business models, similar loan and deposit portfolios and overlapping branch footprint in California. As of 3Q16, SinoPac had approximately $1.3 billion in assets and $981 million in deposits. Fitch considers this a material acquisition, and CATY will have to demonstrate successful integration for the Outlook to remain Positive or resolve to Stable. The transaction furthers CATY's objective of deploying excess capital and the 90% cash deal is expected to result in roughly 100bps reduction in CATY's CET 1 capital ratio. CATY expects the transaction to close in the first half of 2017 and has suspended share repurchases since the announcement of the transaction. Fitch expects CATY to manage capital conservatively following this acquisition. Conservative capital management and solid capital formation has been the driver of positive ratings momentum for CATY. Fitch views CATY's relatively high capital levels as a necessary offset for its concentrated loan portfolio. CATY's concentration in Commercial Real Estate (CRE) as defined by regulators stood at 291% of risk-based capital at 3Q16 and will most likely cross the 300% threshold in coming months. Fitch has market-wide concerns about current CRE valuations with capitalization rates at cyclical lows. These concerns are somewhat offset by CATY's strong track record in CRE lending. Construction loans were a driver of credit losses for the bank during the financial crisis. These loans are now less prominent in CATY's loan portfolio accounting for 6% of total loans as of 3Q16 compared to 16% in 2007. CATY's construction loan balances have grown by nearly 30% per annum over the last three years. While off a low base, Fitch views this growth negatively from a risk appetite and loan portfolio credit risk standpoint. In 2016 earnings performance continued to provide support for the Positive Outlook. CATY has remained one of the most efficient banks in the peer group and reported a ROAA of 1.29% over the first nine months of 2016. Going forward, Fitch considers CATY's strong earnings to be somewhat constrained by its lack of revenue diversity and a relatively high reliance on time deposits compared to peer banks in the group. This funding profile results in revenue that could be more susceptible to interest rate risk in a rising rate environment. However, relatively expensive repo funding instruments that mature in 2017 are expected to provide some relief to funding costs over the near term. CATY's earnings have benefited from provision releases over the last three years. The company established a large loan loss allowance after the 2008 to 2009 financial crisis. Since the downturn, lower NPAs and strong recoveries with limited charge-offs have resulted in CATY keeping the reserve's coverage of both loans and NPLs high relative to peers. Fitch expects that CATY will start recognizing provisions in 2017, which could place negative pressure on earnings. LONG-TERM AND SHORT TERM DEPOSIT RATINGS CATY's uninsured deposit ratings are rated one notch higher than the company's IDR, because U.S. uninsured deposits benefit from depositor preference. U.S. depositor preference gives deposit liabilities superior recovery prospects in the event of default. SUPPORT RATING AND SUPPORT RATING FLOOR CATY has a Support Rating of '5' and Support Rating Floor of 'NF'. In Fitch's view, CATY is not systemically important and therefore, the probability of support is unlikely. IDRs and VRs do not incorporate any support. HOLDING COMPANY CATY's IDR and VR are equalized with those of its bank, reflecting its role as the bank holding company, which is mandated in the U.S. to act as a source of strength for its bank subsidiary. Ratings are currently equalized reflecting the very close correlation between holding company and subsidiary failure and default probabilities. RATING SENSITIVITIES VR and IDRS The Rating Outlook remains Positive, reflecting Fitch's view of the likelihood of ratings upside over the Outlook horizon. Positive rating action may occur if CATY maintains its CET 1 and tangible common equity ratios at or near the top-quartile of the Fitch midtier regional peer group and earnings remain better than the median for the peer group as measured by the ROAA. Conversely, the Outlook may be revised to Stable if earnings as measured by ROAA drops below the midtier median for any future 12-month lookback period or capital is managed more aggressively with the CET 1 capital ratio dropping below the Fitch midtier median. The Positive Outlook incorporates incremental deterioration in asset quality although such deterioration should not exceed investment grade peers. Evidence of deterioration in the construction loan portfolio or a shift in CATY's risk profile through continued significant and outsized growth in higher risk loan categories such as construction loans could also put downward pressure on the rating or Outlook. Should CATY revive growth in its C&I portfolio by venturing into new products and sectors, this growth will be considered unproven and would require some seasoning before Fitch can become comfortable with underwriting of such loans. Accordingly, Fitch would expect CATY to grow the C&I portfolio at a gradual rate such that organic growth from the C&I portfolio is below the overall loan growth rate. Double-digit organic growth in gross loans may also put negative pressure on the Outlook. Finally, subject to the successful completion and integration of FENB, the rating also factors in the possibility of further merger and acquisition (M&A) activity by CATY. Such consolidation activity will not be viewed negatively should it result in diversification of CATY's loan portfolio, strengthening of the franchise and remain within CATY's area of expertise, presuming there are not material execution and integrations risks, or an outsized decline in capital ratios. LONG- AND SHORT-TERM DEPOSIT RATINGS The long-and short-term deposit ratings are sensitive to any change to CATY's long- and short-term IDRs. SUPPORT RATING AND SUPPORT RATING FLOOR CATY's Support Rating and Support Rating Floor is '5' and 'NF', respectively, and therefore there is limited likelihood that these ratings will change over the foreseeable future. HOLDING COMPANY Fitch views CATY's current holding company liquidity profile as relatively weaker than peers in the group. This reflects inadequate cash flow coverage of the next twelve month operating obligations as of Sept. 30 2016. Should CATY's holding company liquidity profile or double leverage deteriorate following the pending FENB acquisition, Fitch may consider notching the holding company IDR and VR down once from the ratings of the operating entity. Fitch has affirmed the following ratings: Cathay General Bancorp -- Long-term IDR at 'BB+'; Outlook Positive; -- Short-term IDR at 'B'; -- Viability Rating at 'bb+'; -- Support Rating at '5'; -- Support Floor at 'NF'. Cathay Bank -- Long-term IDR at 'BB+'; Outlook Positive; -- Long-term deposit rating at 'BBB-'; -- Short-term IDR at 'B'; -- Short-term deposit rating at 'F3'; -- Viability Rating at 'bb+'; -- Support Rating at '5'; -- Support Floor at 'NF'. CHANGE HEALTHCARE: S&P Assigns 'B+' CCR; Outlook Stable ------------------------------------------------------- S&P Global Ratings assigned its 'B+' corporate credit rating to Change Healthcare Holdings LLC. The outlook is stable. Change Healthcare has announced plans to combine a majority of McKesson's Technology Solutions (MTS) business with substantially all of Change Healthcare Inc. (legacy Change Healthcare) to form a joint venture with the San Francisco-based drug distributor. The transaction is expected to close in the first half of 2017. At the same time, S&P assigned its 'B+' issue-level rating and '3' recovery rating to the company's $5.365 billion first-lien credit facility, consisting of a $500 million revolving credit facility due 2022 and a $4.865 billion first-lien term loan due 2024. The '3' recovery rating indicates S&P's expectation of meaningful (50%-70%; upper half of range) recovery for the first-lien debt holders in the event of default. S&P also assigned a 'B-' issue-level rating and '6' recovery rating to the company's $1.235 billion senior unsecured notes due 2025. The '6' recovery rating indicates S&P's expectation of negligible (0%-10%) recovery for the second-lien debtholders in the event of default. "The rating on Change Healthcare incorporates our view of the company's position as one of the leading HCIT companies in revenue cycle management and value-based care services, with S&P-forecast pro forma adjusted EBITDA of about $1 billion in fiscal 2018, high recurring revenues, and a diverse customer base, offset by a highly competitive and fragmented landscape," said S&P Global Ratings credit analyst Geoffrey Wilson. "The highly leveraged financial risk profile incorporates our expectation of adjusted leverage in the low 6x area in fiscal 2018." Change Healthcare provides technology and information solutions that facilitate communications among both commercial and governmental health care payers, hospitals and other care providers, and consumers. The company's products span software and analytics, network solutions, and technology-enabled services with solutions developed to address revenue cycle management (RCM), payment accuracy, value-based payments, electronic payment, clinical decision management, and consumer engagement, among others. The MTS business from McKesson further establishes the company's leading position in RCM workflow and analytics, with new capabilities being contributed including value-based care services and imaging and clinical workflow solutions. CHAPARRAL ENERGY: Disclosure Statement Okayed --------------------------------------------- Jeff Montgomery, writing for Bankruptcy Law360, reported that Chaparral Energy Inc. got a green flag for its Chapter 11 disclosure and voting plan, potentially bringing the company into the final turn of a more than $1.8 billion restructuring heavily skewed toward swaps of lender notes for shares in Chaparral. U.S. Bankruptcy Judge Laurie Selber Silverstein ruled the company's efforts suitable for a solicitation of creditor and shareholder votes, with voting to end on February 27 and a plan confirmation hearing scheduled for March 9. On November 23, 2016, the Debtors filed a motion with the Bankruptcy Court seeking authority to enter into a plan support agreement with certain holders of the Company's senior notes and certain lenders under the Company's Eighth Restated Credit Agreement, dated as of April 12, 2010. On December 14, the Court issued an order approving the Plan Support Agreement of the Debtors as requested in the PSA Motion. On December 19, 2016, the Debtors filed their proposed chapter 11 plan of reorganization and related disclosure statement with the Bankruptcy Court. The hearing before the Bankruptcy Court seeking approval of the disclosure statement was scheduled for January 24, 2017. The Debtors' disclosure statement dated Jan. 23, 2017, referring to their joint plan of reorganization, provides that Class 6 General Unsecured Claims -- estimated at $4.5 million -- will recover 65% under the Plan. Each holder of an Allowed General Unsecured Claim will receive, in full satisfaction, settlement, discharge and release of, and in exchange for, the claim, its pro rata share of the new equity interests pool. In addition, each holder will receive subscription rights to purchase its pro rata share of the applicable rights offerings shares in accordance with the applicable rights offerings procedures. Notwithstanding the foregoing, if the holder of an Allowed General Unsecured Claim makes the Convenience Class Election, then the holder will receive, in full satisfaction, settlement, discharge and release of, and in exchange for, the Allowed Class 6 Claim, payment in cash equal to and capped at $100,000, and the holder will not be entitled to receive new equity interests or to participate in the rights offerings on account of the claim. All cash necessary for the Debtors or the Reorganized Debtors, as applicable, to make payments required pursuant to the Plan will be obtained from their respective cash balances, including cash from operations and the rights offerings. The Debtors and the Reorganized Debtors, as applicable, may also make the payments using cash received from their subsidiaries through their respective consolidated cash management systems and the incurrence of intercompany transactions, but in all cases subject to the terms and conditions of the restructuring documents. The disclosure Statement is available at: http://bankrupt.com/misc/deb16-11144-764.pdf As reported by the Troubled Company Reporter on Dec. 26, 2016, the Debtors filed with the Court a disclosure statement for their joint plan of reorganization, dated Dec. 19, 2016. That plan contemplated, among others, that each holder of an allowed general unsecured claim receive its pro rata share of the new equity interests pool and subscription rights to purchase its pro rata share of the applicable rights offerings shares, unless the holder makes the convenience class election. Chubb Companies Object to Plan Outline ACE American Insurance Company, Federal Insurance Company, Great Northern Insurance Company and Vigilant Insurance Company (the "Chubb Companies") filed with the U.S. Bankruptcy Court for the District of Delaware a limited objection to the disclosure statement for the joint plan of reorganization for Chaparral Energy, Inc. and its debtor-affiliates. The Chubb Companies issued certain insurance policies to one or more of the Debtors or their predecessors, as named insureds, prior to the Petition Date, complained that they cannot determine how the Debtors intend to treat the Chubb insurance program. They ask that the definition of D&O liability insurance policies should be revised to, inter alia, clarify that it includes policies issued at any time and any agreements, documents, or instruments related thereto. The Disclosure Statement and Plan should clearly provide that nothing modifies, alters or impairs any insurance contract or the D&O liability insurance policies. A copy of the Approval Order for the Plan Support Agreement is available at https://is.gd/BJiU9I A copy of the Plan of Reorganization for Chaparral Energy Inc. and its Affiliate Debtors is available at https://is.gd/UtmEgH A copy of the Disclosure Statement for the Plan of Reorganization is available at https://is.gd/MWTrbL A copy of the Objection is available at: http://bankrupt.com/misc/deb16-11144-742.pdf The Chubb Companies are represented by: Richard W. Riley, Esq. DUANE MORRIS LLP 222 Delaware Avenue, Suite 1600 Wilmington, DE 19801-1659 Telephone: (302) 657-4900 Facsimile: (302) 657-4901 Email: rwriley@duanemorris.com -- and -- Wendy M. Simkulak, Esq. Walter W. Gouldsbury III, Esq. DUANE MORRIS LLP 30 South 17th Street Philadelphia, PA 19103-4196 Telephone: (215) 979-1000 Facsimile: (215) 979-1020 About Chaparral Energy Founded in 1988, Chaparral Energy, Inc., is a Delaware corporation headquartered in Oklahoma City and a pure play Mid-Continent independent oil and natural gas exploration and production company. At March 31, 2016, the Company had total assets of $1,229,373,000, total current liabilities of $1,940,742,000 and total stockholders' deficit of $759,546,000. Chaparral Energy, Inc., and its 10 affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 16-11144) on May 9, 2016. The petitions were signed by Mark A. Fischer, chief executive officer. The Debtors are represented by Richard Levy, Esq., Keith Simon, Esq., David McElhoe, Esq., and Marc Zelina, Esq., at Latham & Watkins LLP; and Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., as counsel. Kurtzman Carson Consultants LLC serves as administrative advisor. The Debtors continue to manage and operate their businesses as debtors in possession pursuant to Sections 1107 and 1108 of the Bankruptcy Code. No trustee or examiner has been requested in the Chapter 11 cases. The Office of the U.S. Trustee on May 18, 2016, disclosed that no official committee of unsecured creditors has been appointed in the cases. Milbank, Tweed, Hadley & McCloy LLP and Drinker Biddle & Reath LLP represent an ad hoc committee of holders of (i) 9.875% Senior Notes due 2020, (ii) 8.25% Senior Notes, and (iii) 7.625% Senior Notes due 2022 issued by the Debtors. CHIEF POWER: Moody's Lowers Rating on Sr. Secured Loan to B2 ------------------------------------------------------------ Moody's Investors Service downgraded the rating for Chief Power Finance, LLC's senior secured credit facilities to B2 from B1, including its $344.8 million six-year term loan facility and its $44 million five-year revolving credit facility. The rating outlook is negative. RATINGS RATIONALE The rating downgrade to B2 from B1 for Chief Power reflects a second year in a row of financial performance that is significantly weaker than envisioned, and Moody's expectation of continued weak financial results in the current year stemming from what Moody's expect will be a prolonged environment of lower commodity prices. The downgrade incorporates increased refinancing risk owing to substantially lower excess cash flow generation so far versus what was originally anticipated and Moody's belief that lower excess cash flow generation will continue in light of current commodity price curves. The rating also incorporates the recent and ongoing implementation of management's performance measures such as staffing reductions and delay of some major maintenance to contain and reduce costs in efforts to improve the project's cash flow position going forward. Although this is expected to help the project's cash flow generation, it also highlights the project's cumulative weak financial results and limited liquidity position. The rating also considers Chief Power's weakened competitive position in light of the low gas price environment. A mitigating rating factor has been the project's receipt of PJM capacity revenues which provide a high degree of cash flow certainty for the next three years. That said, the project's ability to repay indebtedness is highly dependent upon energy margins which have been weak leading to no debt repayment other than the required amortization. Moody's also observe that Chief Power's capital structure is relatively conservative with debt per kw approximating $252/kw (excluding the revolver balance) providing some protection for lenders. Moody's also note that sponsor has thus far provided support for the project either in the form of equity contribution or additional liquidity which are viewed positively for the rating. The negative outlook reflects Moody's belief that continued credit pressure may continue in light of sustained low energy prices owing to low natural gas prices, new natural gas fired generation, and tepid load demand. Chief Power's financial performance is highly dependent upon first quarter results as the excess cash flow that typically occurs provides liquidity to the project through the remainder of the year reducing the needs for working capital facility draws. As such, the inability of Chief Power to produce first quarter cash flow that are on budget will place downward pressure on the rating. Given the negative outlook and expectation of a continued environment of lower commodity prices, the rating is unlikely to be upgraded. The outlook could stabilize if cash flow generation during the winter months is stronger than budget signaling sufficient liquidity available for the remainder of the year, and if the May 2017 capacity auction results (for years 2020/2021) are more favorable than anticipated. The rating could be downgraded if near term financial results are below current revised budget expectations owing to weaker than expected market conditions or significantly increased expenses or if the Chief Power plants were to experience prolonged operational issues. Additionally, the rating could be downgraded if ongoing cash flow generation and available liquidity are deemed insufficient to cover ongoing operations, required major maintenance and debt service payments. The principal methodology used in these ratings was Power Generation Projects published in December 2012. Issuer Background Chief Power Finance, LLC (Chief Power or the Project) is an affiliate of ArcLight Energy Partners Fund V, LP, formed to fund the acquisition of ownership interests in the Keystone and Conemaugh coal-fired generating stations. The plants, which each have a net base-load capacity of about 1,712 MW, are located approximately 50 miles away from Pittsburgh in Western Pennsylvania in the MAAC region of PJM. Initially, Chief Power acquired Exelon Corporation's (Exelon: Baa2 stable) 1.2 GW interest in the facilities for 41.98% (718 MW) of Keystone, and 31.28% (535 MW) of Conemaugh. Subsequently, Chief Power also acquired Duquesne Energy's 2.47% and 3.83% interest in Keystone and Conemaugh respectively for a total ownership interest of 44.45% (761MW) in Keystone and 35.11% (601MW) in Conemaugh. The plants have multiple owners, Arclight, Public Service Enterprise Group Incorporated (Baa2, POS), NRG Energy Inc (Ba3, STA), Riverstone Holdings, LLC and UGI Corp), each with an undivided interest. Operations are governed by an owner's committee that provides direction to the operator (GenOn REMA, LLC). Chief Power has the largest percentage ownership of each plant; however decisions are made by a vote where there must be 75% agreement, or the support of all but one of the owners. This means no one owner can be large enough to block a vote. Chief Power's purchase of the initial and additional undivided interests was funded with $351 million of term loan proceeds and approximately $175 million of equity capital. CIENA CORP: Moody's Hikes CFR to Ba3; Outlook Positive ------------------------------------------------------ Moody's Investors Service upgraded Ciena Corporation's corporate family rating to Ba3 from B1. Moody's also assigned a Ba2 to the company's proposed senior secured term loan. The new term loan and balance sheet cash will be used to refinance Ciena's two existing term loans. The ratings outlook is positive. The upgrade of the CFR to Ba3 reflects Moody's expectations that Ciena will reduce leverage by over 2x over the next two years while growing revenue in the mid-single digits, modestly expanding profit margins and maintaining a robust liquidity profile. RATINGS RATIONALE Ciena's Ba3 corporate family rating reflects a solid market position in the approximately $13 billion fiber optic networking sector. Moody's expects service providers will continue investing to augment the capacity of their optical backbone networks in order to drive down unit costs and create the economics/cost structure to handle the growing amounts of IP traffic that they transport to and from customers. With a solid market presence, good product positioning and a broadening customer base, Ciena should benefit from a market that Moody's anticipate will grow in the mid-single digits over the next few years. Customer concentration and demand volatility remain ongoing challenges, however, Moody's expects Ciena will continue to improve its revenue diversification with more enterprise and web-scale customers that will help to mitigate these risks. Ciena's profitability continues to improve through revenue growth and cost containment, with adjusted EBITDA margins projected at above 13% in 2017, up from 7% three years ago. Following the conversion of a convertible debt instrument in March 2015 as well as improved operating performance, adjusted debt to EBITDA has declined to 4.3x as of October 2016 from 10.3x as of fiscal October 2014. In addition to $100 million of reduced term loan borrowings after the refinancing, Moody's expects Ciena will repay the remaining portion of its maturing convertible debt this June. Based on current market demand conditions and Ciena's product positioning, Moody's expects adjusted gross debt to EBITDA to decline to below 3x over the next year with free cash flow to adjusted gross debt approaching 20% over the next 18 months. As a result of good demand in the optical transport market and solid product positioning, Ciena has grown revenue in ten of the last twelve quarters by an average of 8% while improving profit margins steadily. Based on end user market demand and Ciena's product architecture and portfolio that is well-aligned with that demand, Moody's expects at least low to mid-single digit revenue growth over the next year, stable gross margins in the mid 40% range, and adjusted EBITDA margins around 13%. Ciena has a very good liquidity profile with an SGL-1 Speculative Grade Liquidity Rating. The company had $1.05 billion in cash and short term investments as of October 2016. Moody's expects Ciena will generate over $175 million of free cash flow over the next year, with variation driven by working capital swings that are supported by a $250 million secured, asset based lending facility that matures December 2020. There were no borrowings under the facility as of October 2016. The Ba2 ratings on the senior secured first lien term loans reflect their senior position in the capital structure relative to the unsecured convertible notes in a default scenario. Moody's expects Ciena will repay its 2017 senior unsecured convertible note maturities in cash.. A one notch downward override has been applied to the senior secured ratings reflecting the potential for further reductions in the proportion of unsecured debt in the capital structure given the convertible debt maturities over the next two years. The following rating was assigned: $400 million senior secured term loan, Ba2, LGD2 The following ratings were upgraded: Corporate Family Rating: to Ba3 from B1 Probability of default rating: to Ba3-PD from B1-PD The following ratings were affirmed: $250 million senior secured term loan, Ba2, LGD2* $250 million senior secured term loan, Ba2, LGD2* *These ratings will be withdrawn upon closing of the transaction Speculative Grade Liquidity Rating: at SGL-1 Ratings outlook: positive The positive outlook reflects Moody's expectations that Ciena's operating performance will continue to improve, and that Ciena will further reduce adjusted gross debt to EBITDA to below 3x, driven by strong execution, good product positioning as well as the likelihood of repaying or converting its convertible debt due October 2018. The positive outlook also reflects Moody's expectations that Ciena will be able to maintain and defend its solid market position in the fiber optic market, growing revenue at least in line with the industry. The ratings could be upgraded if Ciena is likely to sustain revenue growth and maintain EBITDA margins above 13%, while sustaining adjusted gross debt to EBITDA below 3x and maintaining a good liquidity profile. The ratings could be lowered if there is a deterioration in business fundamentals evidenced by revenue declines and EBITDA margins falling below 10%. Additionally, adjusted debt to EBITDA sustained above 4.5x times could pressure the rating. The principal methodology used in these ratings was "Diversified Technology Rating Methodology" published in December 2015. CLAYTON WILLIAMS: Noble Energy Files Schedule 13D with SEC ---------------------------------------------------------- In a Schedule 13D filed with the Securities and Exchange Commission, Noble Energy, Inc. disclosed that as of Jan. 13, 2017, it may be deemed to beneficially own 14,497,015 shares of common stock of Clayton Williams Energy, Inc. representing 74.4 percent of the shares outstanding. On Jan. 13, 2017, Noble Energy entered into an agreement and plan of merger with CWEI, Wild West Merger Sub, Inc., an indirect wholly owned subsidiary of Noble Energy, and NBL Permian LLC, an indirect wholly owned subsidiary of Noble Energy, pursuant to which, among other things, Noble Energy will acquire CWEI in exchange for a combination of shares of common stock, par value $0.01 per share, of Noble Energy and cash. On Jan. 13, 2017, contemporaneously with the execution of the Merger Agreement, (i) Noble Energy and certain CWEI stockholders affiliated with Ares Management LLC entered into a Support Agreement with respect to the Merger Agreement, (ii) Noble Energy and Clayton W. Williams, Jr. entered into an Agreement Not To Dissent, dated Jan. 13, 2017, with respect to the Merger Agreement and (iii) Noble Energy and The Williams Children's Partnership Ltd. entered into an Agreement Not To Dissent, dated Jan. 13, 2017, with respect to the Merger Agreement. Under the terms of the Merger Agreement, at the effective time of the Merger, each CWEI Common Share issued and outstanding immediately prior to the Effective Time and each unexercised warrant to purchase or otherwise acquire CWEI Common Shares issued and outstanding as of the Effective Time, will be cancelled and extinguished and automatically converted into the right to receive, at the election of the stockholder or warrant holder, as applicable, and subject to proration, one of the following forms of consideration: * for each CWEI Common Share, one of (i) 3.7222 Noble Energy Common Shares; (ii)(A) $34.75 in cash (subject to applicable withholding tax), without interest and (B) 2.7874 Noble Energy Common Shares; or (iii) $138.39 in cash (subject to applicable withholding tax), without interest; and * for each CWEI Warrant, one of (i) the Share Consideration in respect of the number of CWEI Common Shares that would be issued upon a cashless exercise of such CWEI Warrant immediately prior to the Effective Time; (ii) the Mixed Consideration in respect of the number of Warrant Notional Common Shares represented by such CWEI Warrant; or (iii) the Cash Consideration in respect of the number of Warrant Notional Common Shares represented by such CWEI Warrant. The Merger Consideration is subject to proration so that the aggregate Merger Consideration paid in respect of all CWEI Common Shares and CWEI Warrants consists of 75% Noble Energy Common Shares and 25% cash. No fractional Noble Energy Common Shares will be issued in the Merger, and holders of CWEI Common Shares will, instead, receive cash in lieu of fractional Noble Energy Common Shares, if any. The implied value of the aggregate Merger Consideration is $2.7 billion based on the per share closing trading price of Noble Energy Common Shares on Jan. 13, 2017. As of Jan. 23, 2017, Noble Energy does not own any CWEI Common Shares. However, as a result of the Relevant Agreements, the Reporting Person may be deemed to have shared dispositive power with respect to up to an aggregate of 14,497,015, and thus, for the purpose of Rule 13d-3 promulgated under the Exchange Act, the Reporting Person may be deemed to be the beneficial owner of an aggregate of 14,497,015 shares. The aggregate number of shares of Issuer common stock covered by the Relevant Agreements (including the 2,251,364 shares of Issuer common stock issuable pursuant to the warrants held by the Ares Stockholders) represents approximately 74.4% of the outstanding CWEI common stock. A full-text copy of the regulatory filing is available at: https://is.gd/Rg1IJ5 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. The TCR reported on Jan. 19, 2017, that Moody's Investors Service placed the ratings of Clayton Williams Energy, Inc. (Caa3) under review for upgrade following the announcement of a definitive agreement to be acquired by Noble Energy (Baa3 stable) in a transaction valued at $3.2 billion, including the assumption of Clayton Williams' approximately $500 million of net debt. The review for upgrade is based on the potential benefit of Clayton Williams being supported by the stronger credit profile and greater financial flexibility of Noble. COMPCARE MEDICAL: Seeks Cash Access After Plan Rejected ------------------------------------------------------- CompCare Medical Inc., filed an amended cash collateral motion, seeking authority to use cash collateral through May 31, 2017. The Debtor recounts that on Aug. 24, 2016, it filed a Motion to Value Assets and Approve Use of Cash Collateral and Adequate Protection, requesting use of the cash collateral through Dec. 31, 2016. No response was received, and on Sept. 29, 2016, the Court entered an order authorizing the interim use of cash collateral. The Original Order authorized the use of the cash collateral until November 1, 2016 and provided adequate protection to Bank of America, N.A., the senior secured lien holder, with a replacement lien equal to its September 2012 facility on all deposit accounts, accounts receivable, and cash. The Debtor filed a chapter 11 plan of reorganization and a disclosure statement in support of that plan on Oct. 17, 2016. On Dec. 8, 2016, the court entered its order denying approval of the disclosure statement without prejudice. The Debtor said it will be filing a second plan and a new disclosure statement no later than Feb. 17, 2017. The Debtor anticipates that the new plan and disclosure statement will adequately address the concerns of both the Court and the United States Trustee. The Debtor has six secured creditors holding UCC-1 liens on all of Debtor's assets including cash, deposit accounts and accounts receivable. Benton Declaration. Those creditors in order of seniority are: 1. Bank of America N.A for loan number 9001 for $179,970; 2. Bank of America, N.A. for loan number 6899 for $50,864; 3. Bankers Healthcare group for $179,352; 4. IOU Central, Inc. for approximately $80,192; 5. Windset Capital Corp. for $61,760; and 6. Forward Financing for approximately $39,945. These debts total approximately $592,084. The Debtor's total cash, accounts receivable, and deposit accounts on the filing date totaled approximately $114,487. The Debtor is now asking that its use of cash collateral be approved from the expiration of the prior order through and including May 31, 2017 or such other date as the Court deems appropriate under the same terms as the Original Order pursuant to 11 U.S.C. section 363(c)(2). This will allow sufficient time for the confirmation process. Bank of America will remain adequately protected by a continuance of its replacement lien. The Debtor is willing to provide all secured creditors with replacement liens in the same priority and validity as their liens on the Petition Date. In the Original Cash Collateral Motion, the Debtor had offered to make monthly payments to Bank of America as adequate protection. The Debtor remains willing to make adequate protections payments to Bank of America if required by the Court. If the Debtor is not allowed to use the cash collateral, Debtor will either need to borrow money, making reorganization far less likely or will have to cease operating, thus disrupting and jeopardizing the health care of the Debtor's patients and resulting in the unemployment of seven employees. The Debtor proposes this monthly budget through May 31, 2017: Monthly ------- Income: $90,000 Expenses: Advertising $850 Auto Expense $350 Bank Charges $275 Charitable Contributions $100 Computer and Software Support $350 Continuing Education $400 Disposal Fees $110 Dues & Subscriptions $115 Insurance - Malpractice $1,000 Insurance - Employee & WC $195 Insurance - Life $110 Insurance - General Office $410 Internet $30 Janitorial $375 Laboratory Fees $224 License & Permits $24 Meals and Entertainment $50 Medical Supplies & Equipment $6,700 Office Supplies $1,000 Other Misc. Expenses $1,000 Outside Services $500 Payroll & Taxes $40,000 Rent $10,000 Repairs & Maintenance $50 Taxes $100 Telephone $550 Uniforms $25 Utilities $593 US Trustee Quarterly Fees $1,625 Accountant $150 Attorney $10,000 Patient Care Ombudsman $1,200 ------- Total Business Expenses $78,461 Net Disposable Income $11,539 ======= The figures are based on both historical performance and anticipated income of $25,000 to $30,000 per month from two new contracts that commence on February 1, 2017. The Debtor is requesting that it be authorized to use cash collateral for the purposes and amounts as set forth in that budget with a 10% deviation for any particular line item. About CompCare Medical CompCare Medical Inc., which operates a busy general medical practice with a daily patient count of 40 to 50 patients., filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 16-15707) on June 27, 2016. The petition was signed by Alphonso Benton, president. The Debtor estimated assets at $100,001 to $500,000 and liabilities at $500,001 to $1 million. The Debtor is represented by Todd L. Turoci, Esq., and Julie Philippi, Esq., at The Turoci Firm, in Riverside, California. CORPORATE RISK: S&P Raises CCR to 'B-' on Planned Debt Reduction ---------------------------------------------------------------- S&P Global Ratings raised its corporate credit rating on U.S.-based Corporate Risk Holdings LLC to 'B-' from 'CCC+'. The outlook is stable. Corporate Risk recently completed the sale of Kroll Ontrack, receiving a cash payment of $410 million and is now weighing options to permanently reduce debt. S&P expects Corporate Risk Holdings will use about $287 million of the $410 million proceeds to permanently reduce its existing first-lien term loan and notes while at the same time reducing its revolving loan commitment. S&P also raised its issue-level rating to 'B-' from 'CCC+' on the company's first-lien facilities, including the company's $42 million revolving commitment expiring 2018, the $275 million term loan due 2018, and the $825 million notes due 2019. S&P raised its issue-level rating to 'CCC' from 'CCC-' on the $96 million second-lien notes due 2020. The '3' recovery rating on the first-lien facilities is unchanged, which indicates S&P's expectation for creditors to receive meaningful recovery (50% to 70%, at the high-end of the range) in the event of payment default. For the second-lien notes, S&P's recovery rating of '6' is unchanged, which indicates its expectation for creditors to receive negligible recovery (0% to 10%) in the event of payment default. S&P estimates the company's adjusted debt was approximately $884 million as of Sept. 30, 2016, which includes S&P's adjustments for operating leases and pro forma debt repayments. "The upgrade reflects our expectations that Corporate Risk Holdings' planned debt repayments will strengthen credit metrics such that debt-to-EBITDA leverage will be reduced to near or below 6x over the next year (from about 9x at fiscal year ended Sept. 30, 2016)," said credit analyst Peter DeLuca. "We expect debt-to-EBITDA will improve from stronger operating performance and the use of a portion of the proceeds from the sale of Kroll Ontrack to permanently reduce debt. We expect cash flow will improve with funds from operations (FFO) increasing to near $45 million in fiscal 2017, from lower projected interest expense and EBITDA growth from ongoing cost savings following the sale of Kroll Ontrack." The stable outlook reflects S&P's expectation that Corporate Risk Holdings' credit metrics will improve in fiscal 2017, as S&P expects a portion of the proceeds from the sale of Kroll Ontrack are applied to permanently reduce debt. S&P expects that debt-to-EBITDA leverage will be near or below 6x in 2017, operating margins slightly improving, and the company to maintain at least an adequate liquidity assessment. S&P's outlook also assumes the company's operating units will continue to benefit from positive employment trends, and solid expense management while generating improved cash flows to reinvest in the businesses. S&P could lower its ratings on Corporate Risk Holdings if S&P expects the company's credit metrics to weaken with debt-to-EBITDA leverage sustained above 7x. This could occur if the company does not repay debt as S&P forecasts or if it experiences unexpected client attrition, perhaps from an IT intrusion or other reputation-damaging event. S&P could lower the rating if EBITDA declines by approximately 5% or debt increases by about $35 million (assuming current debt and EBITDA.) Given the company's high debt levels and financial sponsor ownership, it is unlikely S&P would consider an upgrade during the next 12 months. Longer term, S&P would consider an upgrade if the company strengthens its business risk profile by diversifying its business and growing revenues and margins. In addition, S&P could upgrade Corporate Risk Holdings if its credit metrics strengthen beyond S&P's current expectations, perhaps through further permanent debt reductions, such that debt to EBITDA reduces to below 5x while also maintaining an adequate liquidity assessment. S&P estimates this could occur if the company further permanently reduces debt by about $225 million (assuming current debt and EBITDA.) In addition, the company and its financial sponsor would also need to commit to maintaining lower financial leverage over the longer term. COSI INC: Needs Until February 9 to File Chapter 11 Plan -------------------------------------------------------- Cosi, Inc. and its affiliated Debtors request the U.S. Bankruptcy Court for the District of Massachusetts to extend, for a period of two weeks, their exclusive period to file a Chapter 11 plan to February 9, 2017, and their exclusive period to solicit acceptances of their plan to April 10, 2017. Without the requested extension, the Debtors' exclusive filing period and solicitation period would expire on January 26, 2017 and March 27, 2017, respectively. The Debtors relate that in the initial three months of these cases, the Debtors and their counsel focused primarily on marketing their business in connection with a proposed asset sale. Subsequently, LIMAB, LLC, the stalking horse bidder pursuant to an Asset Purchase Agreement, prevailed as the winning bidder in the sale process. LIMAB then exercised its rights under the APA and have the Debtors transfer ownership of their assets to LIMAB pursuant to a plan of reorganization instead of by a purchase of assets. Currently, LIMAB is operating the Debtors' business pursuant to a Court-approved interim operating agreement. The Debtors relate that at this time, the Debtors and their counsel have been focused on negotiating and implementing the operating agreement. The Debtors also relate that they are currently working with the major plan constituencies in an attempt to reach an agreement on key plan provisions. Specifically, the Debtors have had extensive discussions with LIMAB as well as the senior secured noteholders regarding both their pre-petition claims as well as their claims as DIP Lenders. The Debtors have also kept the Committee apprised of their progress toward a plan. The Debtors tell the Court that consistent with operating agreement, they continue to hold the "Purchase Price" under the APA, which will be utilized at plan confirmation, among other potential assets, to fund the distribution to creditors. As such, the Debtors require additional time to finalize the plan and prepare adequate information in connection therewith. About Cosi, Inc. Cosi, Inc. is an international fast-casual restaurant company featuring its crackly-crust flatbread made fresh throughout the day and specializing in a variety of made-to-order hot and cold sandwiches, salads, bowls, breakfast wraps, "Squagels" (square bagels), melts, soups, flatbread pizzas, S'mores, snacks, deserts and a large offering of handcrafted, coffee-based, and specialty beverages. Cosi prides itself on using the best ingredients, including foods containing high quality proteins, and products devoid of high-fructose corn-syrup and preservatives and additives. Cosi, the parent company of all the Debtors, was first established in New York in 1996 and incorporated in Delaware in 1998. In 2002, Cosi became publicly traded company on the Nasdaq exchange under the symbol "COSI". Cosi, Inc., and its affiliated debtors filed Chapter 11 petitions (Bankr. D. Mass. Lead Case No. 16-13704-MSH) on Sept. 28, 2016. The cases are assigned to Judge Melvin S. Hoffman. Prior to the Petition Date, the Debtors had 72 debtor-owned locations and 35 franchised locations and employed 1,555 people. The Debtors tapped Joseph H. Baldiga, Esq. and Paul W. Carey, Esq., at Mirick, O'Connell, DeMallie & Lougee, LLP, as counsel; and DLA Piper LLP (US) as special counsel. The Debtors hired The O'Connor Group as their financial consultant; BDO USA, LLP as auditor and accountants; and Randy Kominsky of Alliance for Financial Growth, Inc., as chief restructuring officer. The U.S. Trustee appointed an Official Committee of Unsecured Creditors composed of: Robert J. Dourney, Honor S. Heath of Nstar Electric Company, and Paul Filtzer of SRI EIGHT 399 Boylston. The Creditors Committee is represented by Lee Harrington, Esq., at Nixon Peabody LLP. Deloitte Financial Advisory Services LLP serves as financial advisor for the Committee. CROSSMARK HOLDINGS: S&P Lowers CCR to 'CCC+' on Capital Structure ----------------------------------------------------------------- S&P Global Ratings lowered all of its ratings on Plano, Texas-based CROSSMARK Holdings Inc., including its corporate credit rating to 'CCC+' from 'B-'. The outlook is stable. S&P also lowered the issue-level rating on CROSSMARK's secured first-lien debt to 'CCC+' from 'B-', and its secured second-lien debt to 'CCC-' from 'CCC'. S&P's '3' recovery rating on the first-lien debt indicates its expectation for meaningful (50%-70%, on the low end of the range) recovery in the event of default. S&P's '6' recovery rating on the second-lien debt indicates its expectation of negligible (0%-10%) recovery in the event of default. "The downgrade reflects our view that CROSSMARK's capital structure is unsustainable in the long term, with debt to EBITDA presently approaching the 10x area," said S&P Global Ratings credit analyst Brennan Clark. "The company's revenues have deteriorated significantly as a weak retail environment and budget constraints have caused consumer packaged goods customers to reduce spending on outsourced sales and marketing services. The company has also lost some customers, which may have been due in part to client discomfort with changes to the company's organizational structure. S&P believes that the company's topline will remain under pressure as foot traffic in center of store for grocery retailers remains weak and CPG companies continue to adjust to changing consumer buying behavior." The stable outlook reflects S&P Global Ratings' view that free cash flow will remain modestly positive and liquidity will remain adequate. S&P believes revenue will decline modestly over the next year as the company faces pressure from customers and intense competition from its larger peers. S&P expects that cost savings from restructuring activities will sufficiently offset modest revenue declines such that EBITDA will remain flat and debt to EBITDA will remain in the 9x area. S&P do not believe the company will have any liquidity problems over the next 12 months, as it has no near-term debt maturities and modest liquidity requirements. S&P could lower the ratings over the next 12 months if it believes the company will face a near-term liquidity crisis or a default scenario, such as a distressed exchange or violation of its springing covenant. S&P could take a positive rating action if sales stabilize and profitability improves due to restructuring efforts, resulting in leverage improving to 8x. S&P would also need to believe the company will maintain sufficient cushion under its springing leverage covenant. CRYSTAL ENTERPRISES: Has Until Feb. 21 to File Plan & Disclosures ----------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Maryland has given Crystal Enterprises, Inc., until Feb. 21, 2017, to file a disclosure statement and plan of reorganization. About Crystal Enterprises Crystal Enterprises, Inc., is in the business of operating a food service company and is located in Glenn Dale, Maryland. Crystal Enterprises, Inc. filed a Chapter 11 petition (Bankr. D. Md. Case No. 16-22565), on Sept. 19, 2016. The petition was signed by Sandra Thurman Custis, president. The case is assigned to Judge Wendelin I. Lipp. At the time of filing, the Debtor disclosed total assets of $114,844 and total liabilities of $3.36 million. The Debtor is represented by Rowena Nicole Nelson, Esq., at the Law Office of Rowena N. Nelson, LLC. No trustee or examiner has been appointed in this case and no official committees have yet been appointed. CRYSTAL SPOON: Priority Unsec. Claims to be Fully Paid by Sept.2019 ------------------------------------------------------------------- The Crystal Spoon Corp., at the request of the New York State Tax Commission, filed with the U.S. Bankruptcy Court for the Southern District of New York a clarification of its small business disclosure statement referring to the Debtor's plan of reorganization, to resolve any discrepancies. The Debtor clarified that under the Plan, holders of Class 3 Priority Unsecured Claims will receive cash equivalent to their claims in regular installments paid over a period not exceeding five years from the Filing Date. Class 3 Claim, which total no more than $113,165.09, will be paid in full with interest by Sept. 1, 2019. NYS will be interest at the rate of 14.5% per year with respect to that portion of its priority claim which represents unpaid sales tax and at a rate of 8% on the balance of its priority claim. The Disclosure Statement is available at: http://bankrupt.com/misc/nysb16-22238-57.pdf As reported by the Troubled Company Reporter on Dec. 26, 2016, the Debtor filed with the Court a small business disclosure statement describing its plan of reorganization, dated Dec. 20, 2016, which proposes to pay general unsecured creditors in full. Under that plan, Class 4 general unsecured claims are not secured by any assets of the Debtor and are not entitled to priority under section 507(a) of the Code. Unless the holder of an allowed Class 4 general unsecured claim agrees to less favorable treatment, the Debtor will pay holders of allowed Class 4 claims in full without interest over a period not to exceed 6 years from the Effective Date. About The Crystal Spoon Headquartered in Elmsford, New York, The Crystal Spoon aka Top Chef Meals is in the business primarily of distribution of prepared meals, co-packing for other suppliers and catering. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 16-22238) on Feb. 25, 2016, estimating its assets and liabilities at between $1 million and $10 million. The petition was signed by Paul Ghiron, president. Anne J. Penachio, Esq., at Penachio Malara LLP, serves as the Debtor's bankruptcy counsel. D & N ELECTRIC: Taps Henry F. Sewell as Legal Counsel ----------------------------------------------------- D & N Electric, A Carter Brothers Company, seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to hire the Law Offices of Henry F. Sewell, Jr., LLC in connection with its Chapter 11 case. Sewell will serve as co-counsel with Herbert C. Broadfoot II, PC, another firm tapped by the Debtor to be its bankruptcy counsel. The services to be provided by the firm include: (a) advising the Debtor regarding its duties in the continued management and operation of its business and property; (b) attending meetings and negotiating with representatives of creditors; (c) taking necessary action to protect and preserve the Debtor's estate, including the prosecution of actions on its behalf; (d) reviewing and preparing court documents and agreements; (e) negotiating and preparing a plan of reorganization; (g) reviewing and objecting to claims, analyzing and preparing any causes of action created under the Bankruptcy Code; (h) advising the Debtor in connection with any potential sale of assets; and (i) appearing before the courts and the Office of the U.S. Trustee. The firm will be paid an hourly rate of $350 and will receive reimbursement for work-related expenses. Henry Sewell, Jr., Esq., disclosed in a court filing that he does not represent any interest adverse to the Debtor or its bankruptcy estate. The firm can be reached through: Henry F. Sewell, Jr., Esq. Law Offices of Henry F. Sewell, Jr., LLC Suite 200, 3343 Peachtree Road NE Atlanta, GA 30326 Phone: (404) 926-0053 Email: hsewell@sewellfirm.com About D & N Electric D & N Electric, A Carter Brothers Company, is an Atlanta-based electrical contractor serving owners, developers and general contractors in the Southeast with its principal place of business located at 3015 RN Martin Street, East Point, Georgia 30344. At present, the Debtor has approximately 170 employees. The Debtor filed a chapter 11 petition (Bankr. N.D. Ga. Case No. 16-72113) on Dec. 11, 2016. The petition was signed by John F. Carter, CEO. The Debtor estimated assets and liabilities at $1 million to $10 million at the time of the filing. No trustee, examiner or unsecured creditors' committee has been appointed in the Debtor's case. D & N ELECTRIC: Taps Herbert C. Broadfoot as Legal Counsel ---------------------------------------------------------- D & N Electric, A Carter Brothers Company, seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to hire Herbert C. Broadfoot II, PC in connection with its Chapter 11 case. Broadfoot will serve as co-counsel with the Law Offices of Henry F. Sewell, Jr., LLC, another firm tapped by the Debtor to be its bankruptcy counsel. The services to be provided by the firm include: (a) preparation of pleadings and applications; (b) conduct of examinations; (c) advising the Debtor regarding its rights and duties under the Bankruptcy Code; (d) consulting the Debtor in connection with any proposed Chapter 11 plan; (e) provide legal services necessary to the day-to-day operations or preservation of the Debtor's business The firm will be paid an hourly rate of $350 and will receive reimbursement for work-related expenses. Herbert C. Broadfoot II, Esq., disclosed in a court filing that he and his firm do not represent any interest adverse to the Debtor or its bankruptcy estate. The firm can be reached through: Herbert C. Broadfoot, II, Esq. Herbert C. Broadfoot, II, PC 3343 Peachtree Road, NE, Suite 200 Atlanta, GA 30326 Tel: (404) 926-0058 Fax: (404) 926-0055 Email: bert@hcbroadfootlaw.com About D & N Electric D & N Electric, A Carter Brothers Company, is an Atlanta-based electrical contractor serving owners, developers and general contractors in the Southeast with its principal place of business located at 3015 RN Martin Street, East Point, Georgia 30344. At present, the Debtor has approximately 170 employees. The Debtor filed a chapter 11 petition (Bankr. N.D. Ga. Case No. 16-72113) on Dec. 11, 2016. The petition was signed by John F. Carter, CEO. The Debtor estimated assets and liabilities at $1 million to $10 million at the time of the filing. No trustee, examiner or unsecured creditors' committee has been appointed in the Debtor's case. DAKOTA PLAINS: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------- An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of Dakota Plains Holdings, Inc., as of Jan. 24, according to a court docket. About Dakota Plains Holdings Dakota Plains Holdings, Inc. (NYSE MKT: DAKP) -- http://www.dakotaplains.com/-- is an energy company operating the Pioneer Terminal transloading facility. The Pioneer Terminal is centrally located in Mountrail County, North Dakota, for Bakken and Three Forks related Energy & Production activity. Dakota Plains Holding and six of its wholly owned subsidiaries filed voluntary Chapter 11 petitions (Bankr. D. Minn. Lead Case No. 16-43711) on Dec. 20, 2016, initiating a process intended to preserve value and accommodate an eventual going-concern sale of Dakota Plains' business operations. The petitions were signed by Marty Beskow, CFO. The cases are assigned to Judge Michael E. Ridgway. Canaccord Genuity Inc. serves as the Debtors' financial advisor and investment banker. At the time of the filing, Dakota Plains Holdings disclosed $3.08 million in assets and $75.38 million in liabilities. DEER MEADOWS: Intends to File Plan of Reorganization by April 17 ---------------------------------------------------------------- Deer Meadows, LLC asks the U.S. Bankruptcy Court for the District of Oregon to extend the deadline for the Debtor to file a disclosure statement and a plan of reorganization to a date no earlier than April 17, 2017. The Debtor also requests an extension of the exclusivity period to a date no earlier than June 15, 2017. By prior order of the Court, the Debtor has until January 30, 2017 to file a disclosure statement and a plan of reorganization. The Debtor contends that at the case management conference, it has informed the Court that it was in negotiations with a prospective purchaser of its real property and business assets. That sale will likely occur with an anticipated closing of April 1, 2017. The Debtor further contends that once the sale is consummated, the Debtor will either (a) file a liquidated plan, (b) seek to convert its case to a chapter 7 case or seek to dismiss this case. Accordingly, the Debtor believes it can propose a viable plan of reorganization. Such that, if a liquidating plan is the chosen path, the Debtor needs sufficient time to draft these documents, circulate them to key creditors and parties in interest, incorporate their input and finalize the documents before filing them. But, if either conversion or dismissal is the chosen path, a plan of reorganization will not be needed. About Deer Meadows Deer Meadows filed a Chapter 11 petition (Bankr. D. Ore. Case No. 16-33768) on Sept. 30, 2016. The petition was signed by Kristin Harder, manager. The case is assigned to Judge Peter C. McKittrick. The Debtor estimated assets and liabilities at $1 million to $10 million at the time of the filing. The Debtor is represented by Stephen T. Boyke, Esq., at the Law Office of Stephen T. Boyke. The Debtor hires JCH Consulting Group, Inc. as real estate broker; and Ogden Murphy Wallace PLLC as special counsel. Gail Brehm Geiger, the Acting United States Trustee for the District of Oregon, appointed Suzanne Koenig, as the Patient Care Ombudsman for Deer Meadows, LLC. DYNEGY INC: Bankruptcy Court Confirms Reorganization Plan --------------------------------------------------------- Dynegy Inc. and Illinois Power Generating Company (Genco), an indirect, wholly owned subsidiary of Dynegy, disclosed that on Jan. 25 the United States Bankruptcy Court for the Southern District of Texas, Houston Division, confirmed the Genco Chapter 11 plan of reorganization. The plan confirmation clears the way for Genco to emerge from Chapter 11 and complete its financial restructuring, likely within the next few weeks. About Dynegy Through its subsidiaries, Houston, Texas-based Dynegy Inc. (NYSE: DYN) -- http://www.dynegy.com/-- produces and sells electric energy, capacity and ancillary services in key U.S. markets. The power generation portfolio consists of approximately 12,200 megawatts of baseload, intermediate and peaking power plants fueled by a mix of natural gas, coal and fuel oil. Dynegy Holdings LLC and four other affiliates of Dynegy Inc. sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 11-38111) on Nov. 7, 2011, to implement an agreement with a group of investors holding more than $1.4 billion of senior notes issued by Dynegy's direct wholly-owned subsidiary, Dynegy Holdings, regarding a framework for the consensual restructuring of more than $4.0 billion of obligations owed by DH. If this restructuring support agreement is successfully implemented, it will significantly reduce the amount of debt on the Company's consolidated balance sheet. Dynegy Holdings disclosed assets of $13.77 billion and debt of $6.18 billion. Dynegy Inc. on July 6, 2012, filed a voluntary petition to reorganize under Chapter 11 (Bankr. S.D.N.Y. Case No. 12-36728) to effectuate a merger with Dynegy Holdings, pursuant to Holdings' Chapter 11 plan. Dynegy Holdings and its parent, Dynegy Inc., completed their Chapter 11 reorganization and emerged from bankruptcy Oct. 1, 2012. Under the terms of the DH/Dynegy Plan, DH merged with and into Dynegy, with Dynegy, Inc., remaining as the surviving entity. Dynegy Northeast Generation, Inc., Hudson Power, L.L.C., Dynegy Danskammer, L.L.C. and Dynegy Roseton, L.L.C., won confirmation of their plan of liquidation in March 2013, allowing the former operating units of Dynegy to consummate a settlement agreement resolving some lease trustee claims and sell their facilities. * * * The Troubled Company Reporter, on June 20, 2016, reported that S&P Global Ratings affirmed its 'B+' corporate credit rating on Dynegy Inc. The outlook is stable. Additionally, S&P is assigning a 'BB' rating and '1' recovery rating to the proposed senior secured term loan B. The '1' recovery rating indicates expectations for very high (90%-100%) recovery in the event of a payment default. EAST BAY DRY: Case Summary & 14 Unsecured Creditors --------------------------------------------------- Debtor: East Bay Dry Cleaners, Inc. 9023 Park Boulevard Seminole, FL 33777 Case No.: 17-00557 Chapter 11 Petition Date: January 24, 2017 Court: United States Bankruptcy Court Middle District of Florida (Tampa) Debtor's Counsel: David W Steen, Esq. DAVID W STEEN, P.A. 2901 W. Busch Boulevard, Suite 311 Tampa, FL 33618 Tel: (813) 251-3000 E-mail: dwsteen@dsteenpa.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Howard Wolfson, president. A copy of the Debtor's list of 14 unsecured creditors is available for free at: http://bankrupt.com/misc/flmb17-00557.pdf ECOARK HOLDINGS: Appoints Jay Oliphant PFO and PAO -------------------------------------------------- Ecoark Holdings Inc. appointed Jay Oliphant, the Company's corporate controller, to serve as the Company's principal financial officer and principal accounting officer. Mr. Oliphant, 57, served as controller for Ecoark, Inc. since January 2016 and then as controller for the Company since March 2016. During 2016, Mr. Oliphant led a professional team who implemented cloud-based systems and controls for the Company and significantly improved internal controls over financial reporting to comply with the Sarbanes-Oxley Act. Immediately prior to joining Ecoark, Inc. in 2016, he spent nine years in various controllership roles at Walmart. His professional experience also includes roles with Oracle, PricewaterhouseCoopers in New York and Deloitte in Houston. He has been a CPA for over 30 years and has a Master of Accounting, Master of Business and Public Management, and Bachelor in Economics degrees from Rice University. About Ecoark Holdings Ecoark Holdings, Inc., is a technology solutions company. The Company offers technologies to fight waste in operations, logistics, and supply chains worldwide. It provides pallet-level time and temperature tracking, pre-cool prioritization and monitoring, pallet routing, real-time in-transit monitoring, remote visibility, and quality management solutions. The Company also offers Point Clouds, which creates two dimensional (2d) and three dimensional (3d) digital replications; High definition (HD) photos, a 360 degree rotational bubble image from various project perspectives; 2d Plans that plan and elevates views in CAD/PDF; and 3d models, such as Revit, CAD, Cyclone, 3dS, and others; as well as provides training and consultation services on laser scan and/or creates 2d as-builts or 3d models. For the six months ended June 30, 2016, Ecoark reported a net loss of $8.09 million following a net loss of $5.23 million for the six months ended June 30, 2015. As of Sept. 30, 2016, Ecoark had $20.48 million in total assets, $10.75 million in total liabilities and $9.72 million in total stokholders' equity. "The Company raised $17,320 of additional capital, net of expenses, in a private placement subsequent to the reverse merger transaction on March 24, 2016...The Company's ability to raise additional capital through future equity and debt securities issuances is unknown. Obtaining additional financing, the successful development of the Company's contemplated plan of operations, ultimately, to profitable operations are necessary for the Company to continue operations. The ability to successfully resolve these factors raises substantial doubt about the Company's ability to continue as a going concern," the Company stated in its quarterly report for the period ended Sept. 30, 2016. ECOARK HOLDINGS: Appoints Two Board Members ------------------------------------------- Ecoark Holdings, Inc. appointed Peter Mehring and Troy Richards to the Company's Board of Directors to fill two vacancies. After these appointments, there are seven directors on the Company's Board of Directors, including four independent directors pursuant to Rule 10A-3 promulgated under the Securities Exchange Act of 1934, as amended, and as defined by NASDAQ Rule 5605(a)(2). Mr. Mehring currently serves as president of Zest Labs, Inc., a subsidiary of the Company, and has served in such role since July 2009. As president of Zest Labs, Inc., he has led the Company's efforts in pioneering on-demand data visibility and condition monitoring solutions for the fresh produce, protein and pharmaceutical markets. He was formerly vice president of Macintosh hardware group at Apple Computer, senior vice president of Engineering at Echelon, and founder, general manager and vice president of R&D at UMAX. Mr. Mehring held Engineering Management positions at Radius, Power Computing Corporation, Sun Microsystems, and Wang Laboratories. Mr. Mehring brings extensive experience, and can advise the Board of Directors in matters relating to engineering, operations and general management at emerging companies and large enterprises. Mr. Richards became an employee of the Company in June 2016 when he was appointed as the Company's chief administrative officer. Mr. Richards previously served as an advisor to the Company since 2013. Since 1992, Mr. Richards has been franchisee of the Wendy's Company and, at the height of his business with Wendy's Company, he had over 400 employees throughout the state of Arizona and owned and operated over 30 restaurants. Mr. Richards actively serves on the foundation board of the Translational Genomics Research Institute and has been involved in TGen's growth in many areas, including advanced adrenal cancer research and institution-wide marketing. Mr. Richards has extensive management and systems experience which he will use to contribute to the Company's Board of Directors. There are no arrangements or understandings between Mr. Mehring or Mr. Richards and any person pursuant to which they were selected as a director, and there are no actual or proposed transactions between the Company and Mr. Mehring, Mr. Richards or any of their immediate family members that would require disclosure under Item 404(a) of Regulation S-K in connection with their appointment as a director. Neither Mr. Mehring nor Mr. Richards have been appointed to any board committees. Except for their compensation as employees of the Company, there are no other material plans, contracts or arrangements in which the new directors will participate in connection with their appointment. About Ecoark Holdings Ecoark Holdings, Inc., is a technology solutions company. The Company offers technologies to fight waste in operations, logistics, and supply chains worldwide. It provides pallet-level time and temperature tracking, pre-cool prioritization and monitoring, pallet routing, real-time in-transit monitoring, remote visibility, and quality management solutions. The Company also offers Point Clouds, which creates two dimensional (2d) and three dimensional (3d) digital replications; High definition (HD) photos, a 360 degree rotational bubble image from various project perspectives; 2d Plans that plan and elevates views in CAD/PDF; and 3d models, such as Revit, CAD, Cyclone, 3dS, and others; as well as provides training and consultation services on laser scan and/or creates 2d as-builts or 3d models. For the six months ended June 30, 2016, Ecoark reported a net loss of $8.09 million following a net loss of $5.23 million for the six months ended June 30, 2015. As of Sept. 30, 2016, Ecoark had $20.48 million in total assets, $10.75 million in total liabilities and $9.72 million in total stokholders' equity. "The Company raised $17,320 of additional capital, net of expenses, in a private placement subsequent to the reverse merger transaction on March 24, 2016...The Company's ability to raise additional capital through future equity and debt securities issuances is unknown. Obtaining additional financing, the successful development of the Company's contemplated plan of operations, ultimately, to profitable operations are necessary for the Company to continue operations. The ability to successfully resolve these factors raises substantial doubt about the Company's ability to continue as a going concern," the Company stated in its quarterly report for the period ended Sept. 30, 2016. ECOARK HOLDINGS: Changes Fiscal Year End to March 31 ---------------------------------------------------- Ecoark Holdings, Inc.'s Board of Directors determined to change the fiscal year of the Company from a fiscal year ending on December 31 to a fiscal year ending on March 31 as permitted by the Company's bylaws. After filing its Annual Report on Form 10-K for the year ended Dec. 31, 2016, the Company will file a report covering the transition period from Jan. 1, 2016, through March 31, 2017, using a transition report on Form 10-QT. About Ecoark Holdings Ecoark Holdings, Inc., is a technology solutions company. The Company offers technologies to fight waste in operations, logistics, and supply chains worldwide. It provides pallet-level time and temperature tracking, pre-cool prioritization and monitoring, pallet routing, real-time in-transit monitoring, remote visibility, and quality management solutions. The Company also offers Point Clouds, which creates two dimensional (2d) and three dimensional (3d) digital replications; High definition (HD) photos, a 360 degree rotational bubble image from various project perspectives; 2d Plans that plan and elevates views in CAD/PDF; and 3d models, such as Revit, CAD, Cyclone, 3dS, and others; as well as provides training and consultation services on laser scan and/or creates 2d as-builts or 3d models. For the six months ended June 30, 2016, Ecoark reported a net loss of $8.09 million following a net loss of $5.23 million for the six months ended June 30, 2015. As of Sept. 30, 2016, Ecoark had $20.48 million in total assets, $10.75 million in total liabilities and $9.72 million in total stokholders' equity. "The Company raised $17,320 of additional capital, net of expenses, in a private placement subsequent to the reverse merger transaction on March 24, 2016...The Company's ability to raise additional capital through future equity and debt securities issuances is unknown. Obtaining additional financing, the successful development of the Company's contemplated plan of operations, ultimately, to profitable operations are necessary for the Company to continue operations. The ability to successfully resolve these factors raises substantial doubt about the Company's ability to continue as a going concern," the Company stated in its quarterly report for the period ended Sept. 30, 2016. ECOARK HOLDINGS: Chief Financial Officer Resigns ------------------------------------------------ Yash Puri resigned as a member of the Board of Directors and as executive vice president, chief financial officer and treasurer of Ecoark Holdings, Inc. on Jan. 13, 2017. Mr. Puri will remain involved in the Company as a part-time employee until June 30, 2017, and then continue as a consultant to help support regulatory filings and other related issues. Mr. Puri, 69, advised the Company that his resignation was in order to scale back his role in the Company and not in connection with any disagreement with the Company on any matter relating to its operations, policies or practices, as disclosed in a Form 8-K report filed with the Securities and Exchange Commission. About Ecoark Holdings Ecoark Holdings, Inc., is a technology solutions company. The Company offers technologies to fight waste in operations, logistics, and supply chains worldwide. It provides pallet-level time and temperature tracking, pre-cool prioritization and monitoring, pallet routing, real-time in-transit monitoring, remote visibility, and quality management solutions. The Company also offers Point Clouds, which creates two dimensional (2d) and three dimensional (3d) digital replications; High definition (HD) photos, a 360 degree rotational bubble image from various project perspectives; 2d Plans that plan and elevates views in CAD/PDF; and 3d models, such as Revit, CAD, Cyclone, 3dS, and others; as well as provides training and consultation services on laser scan and/or creates 2d as-builts or 3d models. For the six months ended June 30, 2016, Ecoark reported a net loss of $8.09 million following a net loss of $5.23 million for the six months ended June 30, 2015. As of Sept. 30, 2016, Ecoark had $20.48 million in total assets, $10.75 million in total liabilities and $9.72 million in total stokholders' equity. "The Company raised $17,320 of additional capital, net of expenses, in a private placement subsequent to the reverse merger transaction on March 24, 2016...The Company's ability to raise additional capital through future equity and debt securities issuances is unknown. Obtaining additional financing, the successful development of the Company's contemplated plan of operations, ultimately, to profitable operations are necessary for the Company to continue operations. The ability to successfully resolve these factors raises substantial doubt about the Company's ability to continue as a going concern," the Company stated in its quarterly report for the period ended Sept. 30, 2016. ECOARK HOLDINGS: Names Jay Puchir Treasurer and Secretary --------------------------------------------------------- Ecoark Holdings Inc. appointed Jay Puchir as the Company's treasurer and secretary on Jan. 19, 2017. Mr. Puchir, 41, is currently the Company's director of finance, joining the Company in December 2016. As Director of Finance, Mr. Puchir leads the Company's treasury function, financial planning & analysis, and assists the Corporate Controller with financial reporting. Mr. Puchir started his career as an auditor at PricewaterhouseCoopers and a consultant at Ernst & Young, ultimately earning the position of Senior Manager at Ernst & Young. Immediately prior to joining the Company, he held the role of associate chief financial officer with HCA and from March 2010 to February 2016 he served as both the accounting manager and director of finance / controller at The Citadel. Mr. Puchir is a licensed Certified Public Accountant. Mr. Puchir has also served on a part-time basis as the chief financial officer of Trend Discovery Capital Management since July 2014. He received his Bachelor of Arts from the University of North Carolina at Chapel Hill and his Master of Business Administration from Rutgers University. About Ecoark Holdings Ecoark Holdings, Inc., is a technology solutions company. The Company offers technologies to fight waste in operations, logistics, and supply chains worldwide. It provides pallet-level time and temperature tracking, pre-cool prioritization and monitoring, pallet routing, real-time in-transit monitoring, remote visibility, and quality management solutions. The Company also offers Point Clouds, which creates two dimensional (2d) and three dimensional (3d) digital replications; High definition (HD) photos, a 360 degree rotational bubble image from various project perspectives; 2d Plans that plan and elevates views in CAD/PDF; and 3d models, such as Revit, CAD, Cyclone, 3dS, and others; as well as provides training and consultation services on laser scan and/or creates 2d as-builts or 3d models. For the six months ended June 30, 2016, Ecoark reported a net loss of $8.09 million following a net loss of $5.23 million for the six months ended June 30, 2015. As of Sept. 30, 2016, Ecoark had $20.48 million in total assets, $10.75 million in total liabilities and $9.72 million in total stokholders' equity. "The Company raised $17,320 of additional capital, net of expenses, in a private placement subsequent to the reverse merger transaction on March 24, 2016...The Company's ability to raise additional capital through future equity and debt securities issuances is unknown. Obtaining additional financing, the successful development of the Company's contemplated plan of operations, ultimately, to profitable operations are necessary for the Company to continue operations. The ability to successfully resolve these factors raises substantial doubt about the Company's ability to continue as a going concern," the Company stated in its quarterly report for the period ended Sept. 30, 2016. ECRA GROUP: Unsecureds to Recover 3% in Five Years -------------------------------------------------- ECRA Group Corp. filed with the U.S. Bankruptcy Court for the District of Puerto Rico a disclosure statement referring to the Debtor's plan of reorganization dated Jan. 13, 2017. The Debtor is proposing a plan to cure and pay the priority obligations allowed in full in 60 months after the date of the order for relief, which is June 10, 2016, and pay 3% to the unsecured claims in five years following the effective date or within a period no longer than 60 months. The Plan will be funded through cash on hand at the Effective Date, and through selling the commercial real estate property. Future income from savings on reduction of operational expenses maintaining and increasing the sales to customers will also be used for the payment plan. The Disclosure Statement is available at: http://bankrupt.com/misc/prb16-04651-47.pdf About ECRA Group ECRA Group, Corp., is organized under the laws of the Commonwealth of Puerto Rico and organized on Nov. 16, 2005. Annette Cancel Lorenzana is the president of the corporation and co-owner with 45% of the stocks; Carlos I. Arce is the owner of 45% of the stocks; Iannette Arce Cancel is the secretary of the corporation and owner of 5% of the stocks, and Liannette Arce Cancel is the owner of 5% of the stocks of the corporation. The Debtor operates its business dba Ferreteria Arce at a rented commercial property dedicated to servicing and selling construction materials and hardware equipment and related materials to general customers and construction technicians. The store is located at road 670.23 Marginal Street, Parcelas Marquez, Vega Baja, Puerto Rico. The Debtor owns the real property dedicated for the leasing business operation. The Debtor filed a Chapter 11 bankruptcy petition (Bankr. D.P.R. Case No. 16-04651) on June 10, 2016. Luis D. Flores Gonzalez at The Law Offices of Luis D. Flores Gonzalez as bankruptcy counsel. As of the date of the filing of the Chapter 11 petition, the Debtor had assets of $545,500 and liabilities of $782,989. EMMAUS LIFE: Generex to Buy 51% Company Stake for $225 Million -------------------------------------------------------------- Generex Biotechnology Corporation and Emmaus Life Sciences, Inc. entered into a letter of intent contemplating that Generex will acquire a controlling interest of the outstanding capital stock of Emmaus for a total consideration of $225,000,000. The LOI will terminate upon the earlier of (i) the mutual written agreement of the parties; (ii) either party notifying the other of the termination of negotiations; (iii) Generex's failure to pay the first two cash payments; or (iv) the parties' failure to execute and deliver a definitive purchase agreement with 45 days of the execution of the LOI. Generex will purchase 51% percent of the issued and outstanding common stock of Emmaus at the closing of the Proposed Acquisition, with an appropriate adjustment in the number of Emmaus Shares to maintain its 51% equity position in the event that any warrants, options or other convertible securities of Emmaus are subsequently exercised. The purchase price for the Emmaus Shares will consist of $10,000,000 in cash and $215,000,000 worth of shares of Generex’s common stock, which will be valued at $3.80 per share at the Closing, provided that if a material event occurs that increases the fair market value of Generex Shares prior to the Closing, the value attributed to the Generex Shares will be increased to such higher market value up to a maximum of $12.00 per share. This valuation assumes the consummation of a reverse stock split of Generex's common stock at a 1000 to 1 ratio, and if such reverse stock does not occur or occurs on different terms, the per share price will be adjusted accordingly. The closing price of Generex's common stock as of Jan. 17, 2017, was $0.0047 per share. In the event that (i) Emmaus does not receive the approval of the Food and Drug Administration by July 7, 2017 (unless the approval date is extended by the FDA for administrative reasons beyond Emmaus' control, in which case such later date of FDA approval shall apply) for its oral pharmaceutical grade L-glutamine treatment for sickle cell anemia and sickle ß0-thalassemia and (ii) additional requirements, including trials and testing, are required for FDA approval, then the foregoing purchase price may be adjusted in proportion to the funding needed from Generex to meet such additional requirements. The adjustment will be effected by Emmaus issuing additional Emmaus Shares to Generex or returning to Generex some of Generex Shares, in either case, in proportion to the amount of the necessary funding. Alternatively, Emmaus has the right to raise the necessary funding by sale of Generex Shares (subject to Generex's right of first refusal) or issuance of Emmaus shares of common stock. Generex has paid Emmaus an initial portion of the cash consideration in the amount of $500,000 and will pay Emmaus $1,500,000 within three weeks of Jan. 16, 2017. The $500,000 payment was advanced to Generex and was funded by Joseph Moscato, Generex's new CEO and director, and Lawrence Salvo, Generex's new senior vice president and director. Generex does not have any formal arrangement for repayment of the amounts advanced by Mr. Moscato and Mr. Salvo. In addition, upon signing of a definitive purchase agreement (which the parties anticipate will occur within 45 days of Jan. 16, 2017), Generex will pay Emmaus $2,000,000. The remaining $6,000,000 of the cash portion of the consideration will be paid at the Closing, which is contemplated to occur within 60 days of Jan. 16, 2017. If the parties do not execute a definitive purchase agreement within such 45-day period or the Closing does not occur within such 60-day period, all cash payments are to be refunded to Generex, plus a breakup fee in the form of warrants to acquire Emmaus capital stock with a market value of $500,000 determined with a strike price corresponding to the Closing valuation of Emmaus at $450 million. The breakup fee shall be payable only if the failure to execute the definitive purchase agreement or close the Proposed Acquisition is not caused by Generex's breach of its obligations. Generex will grant Emmaus an option to acquire up to 36% of the Emmaus Shares which will be exercisable at an exercise price of $100 per 1% of Emmaus' capital stock upon Emmaus achieving one of the following conditions: (i) receiving approval of the FDA by July 7, 2017 (unless the approval date is extended by the FDA for administrative reasons beyond Emmaus' control, in which case such later date of FDA approval shall apply), for its oral pharmaceutical grade L-glutamine treatment for sickle cell anemia and sickle ß0-thalassemia; or (ii) securing a contractual agreement with a pharmaceutical company to which Emmaus receives an upfront payment from the pharmaceutical company. Generex will grant Emmaus an option to purchase for cash an additional 5% of Emmaus' capital stock at a valuation equal to the then current fair market value less a 10% discount, which will be exercisable upon the occurrence of the spin off. If Emmaus achieves either of the Emmaus Benchmarks, Emmaus will have the option and right of spinning off as a public or private company or filing with the Securities and Exchange Commission and effectuating a Form S-1 registration statement in accordance with applicable law to "spin off" Emmaus for a listing on a national U.S. stock exchange, without any further consent of Generex, and Generex will cooperate with Emmaus in effectuating the registration statement. Generex Shares and Emmaus Shares will be issued without registration or qualification. Definitive Purchase Agreement The obligations of the parties to consummate the Proposed Acquisition are subject to a number of conditions, including without limitation, the satisfaction of due diligence and the negotiation and execution of a definitive purchase agreement setting forth the terms and conditions of the Proposed Acquisition. The definitive purchase agreement will include provisions, including without limitation, representations, warranties, covenants, holdback provisions and indemnities that are usual and customary in a transaction of this nature as such may be mutually agreed upon between the parties. Other terms required in the definitive purchase agreement are specified below. A material requirement of the definitive purchase agreement will be the listing of Generex's common stock on NASDAQ. Generex will have approximately 4 months from the Closing to receive approval from NASDAQ for an "up-listing" or at least provide Emmaus with documentation that the filing has been made and that NASDAQ is committed to the listing, pending the provision of additional information by Generex. If Generex does not receive approval from NASDAQ for listing within the above timeline (except for reasonable delays not to exceed 30 days in the aggregate), Emmaus will have the right, at its sole discretion, to rescind the Proposed Acquisition. If Generex's up listing is not consummated by Oct. 31, 2017, Emmaus will have the right, at its sole discretion, to rescind the Proposed Acquisition; provided however if the FDA approval date for Emmaus product described above is extended by the FDA for administrative reasons beyond Emmaus' control, then the Final Listing Date will be delayed for a corresponding period. The definitive purchase agreement will also include a provision outlining "poison pill" language to thwart any attempt to remove either Dr. Yutaka Niihara (currently CEO of Emmaus) and/or Joseph Moscato during the term of their employment with Generex after the Closing. In addition, prior to Closing, Emmaus' certificate of incorporation and bylaws will be amended to state that for any matter for which the approval of stockholders representing a majority of outstanding shares is required, the approval of stockholders representing a 55% majority of outstanding shares will be required. Standstill Until termination of the parties' negotiations (but no later than 60 days after the execution of the LOI), Emmaus will abide by customary "stand still" terms, including without limitation, the following: Emmaus will not enter into nor continue any existing negotiations for any financing, merger or acquisition of Emmaus or its assets, except for obtaining investments from its existing stockholders, investments with other investors (provided Generex will have the right to maintain its 51% ownership as of the Closing without additional consideration in the event additional shares are issued pre-Closing), and discussions regarding licensing Emmaus' technology that have already been commenced, and, except for the foregoing activities, Emmaus will terminate any existing discussions or negotiations with, and shall cease to provide information to or otherwise cooperate with, any party other than Generex and its representatives with respect to any agreement, letter of intent or agreement in principle concerning any merger, joint venture, recapitalization, reorganization, sale of substantial assets, sale of any shares of capital stock, investment or similar transaction involving Emmaus or any of its subsidiaries or divisions. Post-Closing Management The LOI contemplates that, upon the Closing, Dr. Yutaka Niihara will be elected Generex's executive chairman, Emmaus' directors will continue as directors of Emmaus for 3 years, and a representative of Generex will be elected as a director, and that Generex will enter into a voting agreement with certain other major stockholders of Emmaus that it will vote with such major stockholders to preserve such composition of the board of directors for 3 years or until a spin off occurs. About Emmaus Life Emmaus Life Sciences, Inc., is engaged in the discovery, development, and commercialization of treatments and therapies primarily for rare and orphan diseases. This biopharmaceutical company's headquarters is in Torrance, California. Emmaus Life reported a net loss of $12.7 million on $590,114 of net revenues for the year ended Dec. 31, 2015, compared to a net loss of $21.8 million on $500,679 of net revenues for the year ended Dec. 31, 2014. As of Sept. 30, 2016, Emmaus Life had $21.56 million in total assets, $30.84 million in total liabilities and a total stockholders' deficit of $9.28 million. SingerLewak LLP, in Los Angeles, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has suffered recurring losses from operations, its total liabilities exceed its total assets and it has an accumulated stockholders' deficit. This raises substantial doubt about the Company's ability to continue as a going concern. ENUMERAL BIOMEDICAL: Thomas Satterfield Reports 5% Equity Stake --------------------------------------------------------------- In a Schedule 13G filed with the Securities and Exchange Commission, Thomas A. Satterfield, Jr. and A.G. Family L.P. disclosed that as of Jan. 20, 2017, they beneficially own 6,419,200 shares of common stock of Enumeral Biomedical Holdings, Inc. representing 5 percent based on 128,343,122 shares of Common Stock of the Company outstanding as of Dec. 9, 2016. A full-text copy of the regulatory filing is available at https://is.gd/U7XwaD About Enumeral Enumeral Biomedical Holdings, Inc., is engaged in the discovery of monoclonal antibodies and other novel biologics for the diagnosis and treatment of cancer, infectious and inflammatory diseases. The Company is currently focused on developing next generation antibodies that are more precise in their effects on tumor- and tissue-inflitrating lymphocyte functions via modulation of regulatory proteins known as checkpoints. Enumeral reported net income of $3.29 million in 2015 following a net loss of $8.17 million in 2014. As of Sept. 30, 2016, Enumeral had $4.04 million in total assets, $4.85 million in total liabilities and a total stockholders' deficit of $807,104. Friedman LLP, in New York, New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing the Company's recurring losses which raise substantial doubt about its ability to continue as a going concern. ESCALERA RESOURCES: Taps Williams Porter as Special Counsel ----------------------------------------------------------- Escalera Resources Co. seeks approval from the U.S. Bankruptcy Court in Colorado to hire Williams, Porter, Day & Neville, P.C. as its special counsel. Williams Porter will assist the Debtor in pursuing a tax refund from the State of Wyoming. Thomas Reese, Esq., the attorney designated to represent the Debtor, will be paid an hourly rate of $350. Other attorneys and paralegals are billed at the firm's normal hourly rates, which range from $100 to $250. Mr. Reese disclosed in a court filing that his firm does not represent or hold any interest adverse to the Debtor or its bankruptcy estate. Williams Porter can be reached through: Thomas F. Reese, Esq. Will Reese, Esq. Williams, Porter, Day & Neville, P.C. P.O. Box 10700 159 North Wolcott, Suite 400 Casper, WY 82602 Tel: (307) 265-0700 Fax: (307) 266-2306 Email: treese@wpdn.net About Escalera Resources Headquartered in Denver, Colorado, Escalera Resources Co. (OTCMKTS: ESCRQ) is an independent energy company engaged in the exploration, development, production and sale of natural gas and crude oil, primarily in the Rocky Mountain basins of the western United States. Escalera was incorporated in Wyoming in 1972 and reincorporated in Maryland in 2001. As of October 2015, the Company had 22 employees, none of whom are subject to a collective bargaining agreement. Escalera has approximately 14,300,000 shares of common stock (symbol "ESCR") and 1,610,000 shares of Series A Cumulative Preferred Stock (symbol "ESCRP") outstanding. Escalera Resources filed for Chapter 11 bankruptcy protection (Bankr. D. Colo. Case No. 22395) on Nov. 5, 2015. Adam Fenster, the chief financial officer, signed the petition. Judge Thomas B. McNamara is assigned to the case. The Debtor listed total assets of $97.7 million and total liabilities of $67.7 million as of June 30, 2015. The Debtor has won approval to employ Onsager Guyerson Fletcher Johnson as bankruptcy counsel. Three other professionals were approved by the Court: (i) Hein & Associates, LLP, as accountants for Debtor; (ii) Lindquist & Vennum LLP, as special counsel for the Debtor in connection with the Humphrey litigation; and (iii) Jones & Keller, P.C., as special counsel for the Debtor for general corporate and securities matters. The Debtor also hired Seaport Global Securities LLC as investment banker. On October 26, 2016, the court ordered the Office of the U.S. Trustee to appoint a Chapter 11 trustee for the bankruptcy estate. ESTEBAN BEAUTY: Disclosures Conditionally OK'd; Hearing on Feb. 17 ------------------------------------------------------------------ The Hon. Edward A. Godoy of the U.S. Bankruptcy Court for the District of Puerto Rico has conditionally approved Esteban Beauty Distributor Corp.'s disclosure statement dated Jan. 17, 2017, referring to the Debtor's plan of reorganization. A hearing for the consideration of the final approval of the Disclosure Statement and the confirmation of the Plan and of objections as may be made to either will be held on Feb. 17, 2017, at 9:30 a.m. Acceptances or rejections of the Plan may be filed in writing by the holders of all claims on or before 14 days prior to the date of the hearing on confirmation of the Plan. Any objection to the final approval of the Disclosure Statement and or the confirmation of the Plan will be filed on or before 14 days prior to the date of the hearing on confirmation of the Plan. The Debtor will file with the Court a statement setting forth compliance with each requirement in Section 1129, the list of acceptances and rejections and the computation of the same, within seven working days before the hearing on confirmation. About Esteban Beauty Headquartered in Toa Baja, Puerto Rico, Esteban Beauty Distributor Corp. sought protection under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the District of Puerto Rico (Case No. 16-03796) on May 11, 2016, estimating its assets and liabilities at between $100,001 and $500,000 each. Maria Soledad Lozada, Esq., at the Lozada Law & Associates, LLC, serves as the Debtor's bankruptcy counsel. ESTEBAN BEAUTY: Needs Additional 90 Days to Confirm Plan -------------------------------------------------------- Esteban Beauty Distributor Corp. and Esteban Distributor Inc. request the U.S. Bankruptcy Court for the District of Puerto Rico to extend the Debtors' time to confirm their Plan of Reorganization by 90 days and for continuance of the confirmation hearing. The Debtors relate that they have filed a small business Disclosure Statement and Chapter 11 Plan on January 17, 2017, and the Court has scheduled the confirmation hearing for February 17, 2017 at 9:30 am. However, the Debtors intend to file objections to claims, once the Debtors' CPA provides the evidence. Accordingly, the Debtors need an extension of time to finish pending issues that will favorably conclude the plan being confirmed. About Esteban Beauty Distributor Corp. and Esteban Distributor Inc. Esteban Beauty Distributor Corp. and Esteban Distributor Inc. filed separate Chapter 11 petitions (Bankr. D.P.R. Case No. 16-03796 and Bankr. D.P.R. Case No. 16-03799), on May 11, 2016. The Petitions were signed by Jose Esteban Colon, President. The Debtors are represented by Maria Soledad Lozada Figueroa, Esq. at Lozada Law & Associates, LLC. At the time of filing, each of the Debtors estimated their assets and liabilities to be between $100,000 to $500,000 each. ESTEBAN DISTRIBUTOR: Disclosures Conditionally Okayed ----------------------------------------------------- The Hon. Edward A. Godoy of the U.S. Bankruptcy Court for the District of Puerto Rico has conditionally approved Esteban Distributor Inc.'s disclosure statement dated Jan. 17, 2017, referring to the Debtor's plan of reorganization. A hearing for the consideration of the final approval of the Disclosure Statement and the confirmation of the Plan and of objections as may be made to either will be held on Feb. 17, 2017, at 9:30 a.m. Acceptances or rejections of the Plan may be filed in writing by the holders of all claims on or before 14 days prior to the date of the hearing on confirmation of the Plan. Any objection to the final approval of the Disclosure Statement and or the confirmation of the Plan will be filed on or before 14 days prior to the date of the hearing on confirmation of the Plan. The Debtor will file with the Court a statement setting forth compliance with each requirement in Section 1129, the list of acceptances and rejections and the computation of the same, within seven working days before the hearing on confirmation. Headquartered in Toa Baja, Puerto Rico, Esteban Distributor Inc. filed for Chapter 11 bankruptcy protection (Bankr. D.P.R. Case No. 16-03799) on May 11, 2016, estimating its assets and liabilities at between $100,001 and $500,000 each. Maria Soledad Lozada Figueroa, Esq., at MS Lozada Law Office serves as the Debtor's bankruptcy counsel. EXCO RESOURCES: Receives Noncompliance Notice from NYSE ------------------------------------------------------- EXCO Resources, Inc., announced that on Jan. 16, 2017, EXCO was notified by the New York Stock Exchange of its noncompliance with continued listing standards because the average closing price of its common shares over a period of 30 consecutive trading days had fallen below $1.00 per share, which is the minimum average closing price per share required to maintain listing on the NYSE. Under the NYSE rules, during the six-month period from the date of the NYSE notice, EXCO can regain compliance if the price per share of EXCO's common shares on the last trading day of any calendar month within such period and the 30 trading day average price per common share for that month is at least $1.00. During this period, subject to EXCO's compliance with other NYSE continued listing requirements, EXCO's common shares will continue to be traded on the NYSE under the symbol "XCO" but will have an added designation of ".BC" to indicate the status of the common shares as below compliance. EXCO intends to notify the NYSE of its intent to cure this noncompliance and is currently exploring its options for regaining compliance, including a potential reverse share split. In addition, EXCO is also currently evaluating transactions that could further improve liquidity, primarily including the issuance of additional indebtedness and a potential sale of its South Texas properties. EXCO anticipates that the reverse share split, if completed, would cure the deficiency and the Company would regain compliance with the NYSE continued listing requirement. If EXCO is unable to regain compliance, the NYSE will initiate procedures to suspend and delist EXCO's common shares. The NYSE notification does not affect EXCO's business operations or its Securities and Exchange Commission reporting requirements and does not conflict with or cause an event of default under any of the Company's material debt agreements. Furthermore, the NYSE notice is not related to the NYSE continued listing requirement that a listed company have a market capitalization of at least $50 million. Based on the closing price of the Company's common stock on Jan. 13, 2017, the last trading day prior to the receipt of the NYSE notice, the Company's market capitalization was approximately $251.8 million. A reverse share split would not be expected to affect the Company's market capitalization. About EXCO Resources EXCO Resources, Inc. is an oil and natural gas exploration, exploitation, development and production company headquartered in Dallas, Texas with principal operations in Texas, North Louisiana and the Appalachia region. Additional information about EXCO Resources, Inc. may be obtained by contacting Tyler Farquharson, EXCO's Vice President of Strategic Planning, acting Chief Financial Officer and Treasurer, at EXCO's headquarters, 12377 Merit Drive, Suite 1700, Dallas, TX 75251, telephone number (214) 368-2084, or by visiting EXCO's Web site at http://www.excoresources.com/ As of Sept. 30, 2016, the Company had $685.99 million in total assets, $1.52 billion in total liabilities and a total shareholders' deficit of $837.59 million. EXCO Resources reported a net loss of $1.19 billion for the year ended Dec. 31, 2015, following net income of $120.7 million for the year ended Dec. 31, 2014. "We have recently experienced losses as a result of the recent decline in oil and natural gas prices, and, as of December 31, 2015, we had negative shareholders' equity of $662.3 million, which means that our total liabilities exceeded our total assets. We may not be able to return to profitability in the near future, or at all, and the continuing existence of negative shareholders' equity may limit our ability to obtain future debt or equity financing or to pay future dividends or other distributions. If we are unable to obtain financing in the future, it could have a negative effect on our operations and our liquidity," the Company stated in its annual report for the year ended Dec. 31, 2015. * * * As reported by the TCR on Oct. 19, 2016, S&P Global Ratings raised its corporate credit rating on Dallas-based EXCO Resources Inc. to 'CCC+' from 'SD' (selective default). The outlook is negative. "The rating action follows our review of EXCO's capital structure and liquidity position following recent debt repurchases, and our expectations for future restructuring actions," said S&P Global credit analyst Christine Besset. The TCR reported in December 2016 that Moody's Investors Service downgraded EXCO Resources, Inc.'s (XCO) Corporate Family Rating (CFR) to Ca from Caa2. "XCO's downgrade reflects its eroded liquidity position which is insufficient to fully fund development expenditures at the level required to stem ongoing production declines," commented Andrew Brooks, Moody's vice president. "Absent an injection of additional liquidity, the source of which is not readily identifiable, EXCO could face going concern risk as it confronts an unsustainable capital structure." FAMILY CHIROPRACTIC: Feb. 23 Plan Confirmation Hearing ------------------------------------------------------ The Hon. Catherine Peek McEwen of the U.S. Bankruptcy Court for the Middle District of Florida has conditionally approved Family Chiropractic Health Centers, Corp.'s disclosure statement referring to the Debtor's plan of reorganization. A hearing to consider the adequacy of the Disclosure Statement and confirmation of the Plan will be held on Feb. 23, 2017, at 2:00 p.m. Objections to the approval of the Disclosure Statement and plan confirmation must be filed no later than seven days prior to the hearing. Parties-in-interest will submit to the Clerk's office their written ballot accepting or rejecting the Plan no later than eight days before the hearing. The plan proponent will file a ballot tabulation no later than 96 hours prior to the time set for the hearing. All creditors and parties in interest that assert a claim against the Debtor which arose after the filing of this case, including all professionals seeking compensation from the estate of the Debtor pursuant to Section 330 of the U.S. Bankruptcy Code, must file motions or applications for the allowance of claims with the Court no later than 15 days after the Jan. 18 entry of this court order. Any motions or applications filed may be heard at the confirmation hearing if properly scheduled and noticed by the applicant. Any motion or application not heard at the confirmation hearing will be scheduled for hearing in the normal course. Three days prior to the confirmation hearing, the plan proponent will file a confirmation affidavit which will contain the factual basis upon which the plan proponent relies in establishing that each of the requirements of Section 1129 of the Bankruptcy Code are met. About Family Chiropractic Family Chiropractic Health Centers, Corp., filed a Chapter 11 bankruptcy petition (Bankr. M.D. Fla. Case No. 16-08291) on Sept. 26, 2016, disclosing under $1 million in both assets and liabilities. The Debtor is represented by David W. Steen, Esq., at David W. Steen, P.A. No official committee of unsecured creditors has been appointed in the case. FARMACIA SAN JUSTO: Unsecureds to Recover 30% Under Plan -------------------------------------------------------- Farmacia San Justo Inc. filed with the U.S. Bankruptcy Court for the District of Puerto Rico a disclosure statement referring to the Debtor's plan of reorganization. Class 3 allowed general unsecured claims are estimated at $1,112,117.08 and are impaired under the Plan. Unsecured Claims of $4,000 or less, will be paid in full satisfaction of said claims 30% thereof on the Effective Date. Non-Insiders Holders of Allowed General Unsecured Claims in excess of $4,000 will be paid in full satisfaction of said claims 30% thereof, through 72 equal consecutive monthly installments of $4,420.92 commencing on the 30th day of the month following the Effective Date and continuing on the 30th day of the subsequent 71 months. The Debtor will effect payment of all allowed administrative expense claims, priority tax claims, secured and General Unsecured Claims from the funds generated from its operations, available cash balance as of the Effective Date and the collection of Debtor's accounts receivable from health insurance plans. The Disclosure Statement is available at: http://bankrupt.com/misc/prb16-05624-66.pdf About Farmacia San Justo Farmacia San Justo, Inc., based in Saint Just, Puerto Rico, is a corporation organized under the laws of Puerto Rico on May 9, 1977, and engaged in the operations of a pharmacy at Shopping Center Cuatro Plazas, Road 848, Saint Just Ward, Trujillo Alto, Puerto Rico. The Debtor operates a pharmacy which dispenses prescription drugs and other relates products. It mainly provides services to individuals who are receiving health benefits through health insurers, like private health insurance companies, government health programs, managed care organizations, and others. The Debtor filed a Chapter 11 petition (Bankr. D.P.R. Case No. 16-05624) on July 14, 2016. The petition was signed by Hector O. Rodriguez, president. The Debtor tapped Charles Alfred Cuprill, Esq., at Charles A Cuprill, PSC Law Office, as bankruptcy counsel, and Luis R. Carrasquillo & Co., P.S.C. as financial consultant. In its petition, the Debtor estimated $0 to $1.30 million in both assets and liabilities. FERRELLGAS PARTNERS: Moody's Rates New $150MM Sr. Notes 'Caa1' -------------------------------------------------------------- Moody's Investors Service assigned a Caa1 rating to Ferrellgas Partners L.P's (Ferrellgas) proposed $150 million senior notes which are an add-on to its existing 8.625% Notes due 2020. Net proceeds from the new notes will be used to partially pay down outstanding revolver borrowings at its operating subsidiary, Ferrellgas LP (OLP). All existing ratings, including the B2 Corporate Family Rating (CFR), are unchanged, and the rating outlook remains negative. "Ferrellgas Partners is coming to market to pay down a portion of existing revolver borrowings at its operating subsidiary, Ferrellgas LP to relieve some near-term pressure on covenants," stated said Arvinder Saluja, Moody's Vice President. Assignments: Issuer: Ferrellgas Partners L.P Senior Unsecured Regular Bond/Debenture, Assigned Caa1(LGD6) RATINGS RATIONALE The Caa1 rating on the new $150 million senior unsecured notes reflects that Ferrellgas' 8.625% senior notes, including this add-on, are unsecured and unguaranteed, and that the notes are structurally subordinated to all debt, including trade claims, of the OLP. The OLP has $500 million in 6.5% senior unsecured notes due 2021, $475 million 6.75% senior unsecured notes due 2022, $500 million 6.75% senior unsecured notes due 2023, and a $700 million senior secured revolving credit facility. Under Moody's Loss Given Default Methodology, the OLP's senior unsecured notes are rated B3, one notch below the B2 CFR due to the priority claim of the sizeable senior secured bank facility. The structural subordination of Ferrellgas' notes and the amount of debt at the OLP result in 8.625% notes being rated Caa1, two notches beneath the B2 CFR. The B2 CFR reflects Ferrellgas' high financial leverage, diminished earnings prospects for its midstream businesses in a challenged commodity price environment, the seasonal nature of propane sales with significant dependency on cold winter months and the associated volatility in cash flows, and the inherent risks of the master limited partnership (MLP) business model, which generally includes high recurring cash distributions to unitholders. Despite management's decision to reduce distributions to $0.40/unit from $2.05/unit, Moody's believe Ferrellgas will not be able to materially delever quickly, even with a normal or cold winter. The B2 CFR also considers the increasing customer conservation trends, the growing use of natural gas as a competing source of energy, and the ongoing need to make acquisitions to offset secularly declining volumes. The rating is favorably impacted by the partnership's substantial scale and geographic diversification that facilitate cost efficiencies in the fragmented propane distribution industry, its utility-like services that provide a base level of revenue, and a propane tank exchange business which generates complementary cash flows during summer months. Ferrellgas should have adequate liquidity through calendar 2017 as indicated by the SGL-3 rating, based on Moody's expectation that management will increase distributions only when business fundamentals, financial performance, and leverage improve meaningfully. Until then, Moody's expect the management to facilitate some debt reduction and to ensure ongoing compliance with the credit agreement financial covenants. The negative outlook reflects Ferrellgas' high leverage and weak midstream business prospects. Moody's could downgrade the CFR if Ferrellgas does not maintain reduced distributions or sustain leverage below 6.5x. An upgrade will be contingent on leverage approaching 5x with an adequate liquidity profile. The principal methodology used in this rating was Global Midstream Energy published in December 2010. Ferrellgas Partners, LP (Ferrellgas) is a publicly traded master limited partnership (MLP) based in Overland Park, Kansas. FIELDPOINT PETROLEUM: Amends Stock Purchase Ageement with HFT ------------------------------------------------------------- FieldPoint Petroleum Corporation entered into an Amendment No. 1 to Stock and Mineral Lease Purchase Agreement with HFT Enterprises, LLC. The Amendment No. 1: (a) extends the date that the second tranche of shares must be purchased by from Dec. 31, 2016, to Jan. 15, 2017; (b) extends the deadline for HFT to exercise its right to purchase an undivided 100% working interest in the Company's Elkhorn and JC Kinney leases in the Big Muddy Oil Field in Converse County, Wyoming from Dec. 31, 2016, to April 1, 2017; (c) gives HFT the right to purchase, on or before April 1, 2017, an undivided 100% working interest in the Company's mineral lease covering the Sulimar Field in Chaves County, New Mexico for a purchase price to be determined. About Fieldpoint Petroleum FieldPoint Petroleum Corporation acquires, operates and develops oil and gas properties. Its principal properties include Block A-49, Spraberry Trend, Giddings Field, and Serbin Field, Texas; Flying M Field, Sulimar Field, North Bilbrey Field, Lusk Field, and Loving North Morrow Field, New Mexico; Apache Field, Chickasha Field, and West Allen Field, Oklahoma; Longwood Field, Louisiana; and Big Muddy Field, Wyoming. As of Dec. 31, 2015, the Company had varying ownership interests in 472 gross wells (113.26 net). FieldPoint Petroleum Corporation was founded in 1980 and is based in Austin, Texas. The Company reported a net loss of $10.98 million in 2015 following a net loss of $1.94 million in 2014. Hein & Associates LLP, in Dallas, Texas, 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, and has a working capital deficit. This raises substantial doubt about the Company's ability to continue as a going concern. FIELDPOINT PETROLEUM: Sells $398,054 Common Shares -------------------------------------------------- Effective Jan. 15, 2017, FieldPoint Petroleum Corporation sold an aggregate of 884,564 shares of its common stock for an aggregate purchase price of $398,054. The Shares were sold under the terms of a Stock and Mineral Interest Purchase Agreement dated Aug. 12, 2016, as amended on Jan. 9, 2017. The Shares were sold to three investors each of whom qualified as an "accredited investor" within the meaning of Rule 501(a) of Regulation D. The Shares are "restricted securities" under the Securities Act of 1933, as amended and the stock certificates evidencing same shall bear the Company's customary restrictive legend. A sales commission of 5% of the gross proceeds of the sale will be paid to Euro Pacific Capital Inc. About Fieldpoint Petroleum FieldPoint Petroleum Corporation acquires, operates and develops oil and gas properties. Its principal properties include Block A-49, Spraberry Trend, Giddings Field, and Serbin Field, Texas; Flying M Field, Sulimar Field, North Bilbrey Field, Lusk Field, and Loving North Morrow Field, New Mexico; Apache Field, Chickasha Field, and West Allen Field, Oklahoma; Longwood Field, Louisiana; and Big Muddy Field, Wyoming. As of Dec. 31, 2015, the Company had varying ownership interests in 472 gross wells (113.26 net). FieldPoint Petroleum Corporation was founded in 1980 and is based in Austin, Texas. The Company reported a net loss of $10.98 million in 2015 following a net loss of $1.94 million in 2014. Hein & Associates LLP, in Dallas, Texas, 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, and has a working capital deficit. This raises substantial doubt about the Company's ability to continue as a going concern. FINJAN HOLDINGS: Sues Avast for 'Breach of Contract' ---------------------------------------------------- Finjan Holdings, Inc., filed a complaint on Jan. 19, 2017, against its licensee, Avast Software, and its newly acquired company AVG Technologies, in the U.S. District Court for the Northern District of California (Case No. 3:17-cv-00283). Finjan is suing Avast for breach of contract and breach of the covenant of good faith and fair dealing; and both Avast and AVG for willful infringement of Finjan's patents, including U.S. Patent Nos. 6,154,844; 7,930,299; 7,975,305; 8,079,086; 8,141,154; and 8,677,494. Finjan entered into a Confidential Patent License, Settlement and Release Agreement with Avast on Nov. 15, 2015. Since the Agreement is confidential, the public version of the Complaint obscures contract terms cited in support of Finjan's claims. On July 7, 2016, Avast announced an agreement to acquire AVG for $1.3 billion, which would result in more than doubling their user base globally. The acquisition closed on Sept. 30, 2016, and they now functionally operate as a single company. "Avast's recent acquisition of AVG triggered certain terms in the Patent License Agreement that excludes an acquired company's products as licensed," said Julie Mar-Spinola, CIPO of Finjan Holdings. "Furthermore, Finjan had notified AVG that AVG was infringing its patents nearly nine months prior to the acquisition being announced. Consistent with our best practices, Finjan strove to negotiate a fair value license with Avast to cover such AVG products to no avail. Avast's resistance has forced Finjan to escalate this dispute to the court, in order to preserve the value of our patent portfolio and stakeholders' related interests." Finjan has pending infringement lawsuits or appeals against FireEye, Inc., Sophos, Inc., Symantec Corp., Palo Alto Networks, Blue Coat Systems, Inc., ESET and its affiliates and Cisco Systems, Inc. relating to, collectively, more than 20 patents in the Finjan portfolio. The court dockets for the foregoing cases are publicly available on the Public Access to Court Electronic Records (PACER) website, www.pacer.gov, which is operated by the Administrative Office of the U.S. Courts. About Finjan Finjan, formerly known as Converted Organics, is a leading online security and technology company which owns a portfolio of patents, related to software that proactively detects malicious code and thereby protects end-users from identity and data theft, spyware, malware, phishing, trojans and other online threats. Founded in 1997, Finjan is one of the first companies to develop and patent technology and software that is capable of detecting previously unknown and emerging threats on a real-time, behavior-based basis, in contrast to signature-based methods of intercepting only known threats to computers, which were previously standard in the online security industry. Finjan Holdings reported a net loss of $12.6 million in 2015, a net loss of $10.5 million in 2014 and a net loss of $6.07 million in 2013. As of Sept. 30, 2016, Finjan had $15.04 million in total assets, $4.57 million in total liabilities, $13.68 million in redeemable preferred stock and $3.22 million in stockholders' deficit. FORBES ENERGY: Unsecureds to Recover 100% Under Plan ---------------------------------------------------- Forbes Energy Services Ltd., et al., filed with the U.S. Bankruptcy Court for the Southern District of Texas a disclosure statement dated Dec. 21, 2016, referring to the Debtors' prepackaged joint plan of reorganization. Under the Plan, holders of Class 5 General Unsecured Claims -- estimated at approximately $4 million to $8 million -- is unimpaired, and will receive payment in full under the Plan. The Plan is supported by the Debtors and the supporting noteholders representing approximately 65.40% of the allowed senior unsecured notes claims. After months of active and arm's-length negotiations, the Debtors, in consultation with its advisors, reached agreement on the terms of the Plan with the supporting noteholders, representing a substantial majority by principal amount of the Holders of Senior Unsecured Notes Claims. The Debtors believe that the Plan is the best restructuring alternative reasonably available to the Debtors. Because holders of Senior Unsecured Notes Claims are the only impaired creditor class under the Plan, only the holders are entitled to vote on the Plan. Through confirmation of the Plan, the Debtors will restructure and substantially deleverage its balance sheet; obtain new exit financing on advantageous terms; reduce its cash interest expense to a level that is aligned with its expected future cash flows; and retain additional flexibility to invest in growth initiatives to maximize enterprise value. The Debtors had outstanding debt having a principal amount of over $300 million. Upon emergence from Chapter 11, the Reorganized Debtors expect to have outstanding debt primarily consisting of obligations under a contemplated $50 million term loan Exit Facility. Pursuant to the Restructuring Support Agreement, the Debtors have obtained the agreement of Holders of approximately 65.40% in principal amount of the Senior Unsecured Notes to vote in support of the Plan. The Senior Unsecured Notes represent $280 million in principal obligations owed by the Debtors, plus projected accrued interest of approximately $32 million as of Jan. 23, 2017. Under the Plan, the Senior Unsecured Notes will be exchanged for $20 million in cash and 100% of the New Common Stock in Reorganized Parent, subject to dilution on account of shares issued or available for issuance under the Management Incentive Plan. Allowed Secured Claims either will be reinstated or paid in full under the Plan. Equity Interests in FES Ltd., inclusive of the Existing Preferred Stock, will be extinguished. The Plan is feasible and will be implemented with existing cash-on-hand and $50 million of funding under the Exit Facility to be made available to the Reorganized Debtors by participating Holders of the Senior Unsecured Notes who become Exit Facility lenders. The Exit Facility will be backstopped by certain of the largest Holders of the Senior Unsecured Notes. The Debtors have a forbearance agreement in place with the Senior Secured Lenders through Dec. 28, 2016. The Debtors are negotiating an extension of forbearance through Jan. 31, 2017, which the Debtors expect to execute in the near future. In the event that agreement on a forbearance extension is not reached, the Debtors may be required to repay the revolving advances under the Senior Secured Loan Agreement, or to commence a bankruptcy case prior to the conclusion of the solicitation period on the Plan. The Disclosure Statement is available at: http://bankrupt.com/misc/txsb17-20023-8.pdf The Plan was filed by the Debtors' counsel: Phil Snow, Esq. Kenneth Green, Esq. SNOW SPENCE GREEN LLP 2929 Allen Parkway, Suite 2800 Houston, TX 77019 Tel: (713) 335-4800 Fax: (713) 335-4902 E-mail: philsnow@snowspencelaw.com kgreen@snowspencelaw.com -- and -- Richard M. Pachulski, Esq. Ira D. Kharasch, Esq. Maxim B. Litvak, Esq. PACHULSKI STANG ZIEHL & JONES LLP 10100 Santa Monica Boulevard, 13th Floor Los Angeles, CA 90067 Tel: (310) 277-6910 Fax: (310) 201-0760 E-mail: rpachulski@pszjlaw.com ikharasch@pszjlaw.com mlitvak@pszjlaw.com About Forbes Energy Alice, Texas-based Forbes Energy Services Ltd. (OTC Pink: FESL) -- http://www.forbesenergyservices.com/-- is an independent oilfield services contractor that provides a broad range of drilling-related and production-related services to oil and natural gas companies, primarily onshore in Texas and Pennsylvania. The Company's balance sheet at Sept. 30, 2016, showed total assets of $332.6 million, total liabilities of $337.0 million, $15.10 million series B senior convertible preferred shares, and a stockholders' deficit of $19.57 million. The Debtors' financial advisors is Alvarez & Marsal Holdings, LLC. The Debtors' investment bankers is Jefferies LLC. The Debtors' corporate and securities counsel is Winstead PC. The Debtors' solicitation and balloting consultants is Kurtzman Carson Consultants LLC. The Debtors had $332.57 million in total assets and $337.03 million in total debts as of Sept. 30, 2016. FORMOSA PLANTATION: Taps Breazeale Sachse as Special Counsel ------------------------------------------------------------ Formosa Plantation, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Louisiana to hire Breazeale, Sachse & Wilson LLP as its special counsel. The firm will represent the Debtor in three separate lawsuits pending before the U.S. District Court for the Eastern District of Louisiana. Two of these cases were filed by the Debtor and certain of its members. Alan Goodman, Esq., the attorney designated to provide the services, will be paid an hourly rate of $390. Mr. Goodman disclosed in a court filing that his firm does not hold or represent any interest adverse to the Debtor, its bankruptcy estate and creditors. Breazeale Sachse can be reached through: Alan H. Goodman, Esq. Breazeale, Sachse & Wilson LLP First Bank & Trust Tower 909 Poydras Street, Suite 1500 New Orleans, LA 70112-4004 Tel: 504-584-5465 / 504-584-5454 Fax: 504-584-5452 Email: alan.goodman@bswllp.com About Formosa Plantation Formosa Plantation, LLC, based in Cut Off, La., filed a Chapter 11 petition (Bankr. E.D. La. Case No. 16-12645) on October 26, 2016. The Hon. Elizabeth W. Magner presides over the case. Christopher T. Caplinger, Esq., at Lugenbuhl, Wheaton, Peck, Rankin & Hubbard, 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 Anthony J. Guilbeau, Jr., member. A list of the Debtor's 10 unsecured creditors is available for free at http://bankrupt.com/misc/laeb16-12645.pdf FORMOSA PLANTATION: Wants Insurance Premium Financing From GTPF --------------------------------------------------------------- Formosa Plantation, LLC, asks the U.S. Bankruptcy Court for the Eastern District of Louisiana for authorization to obtain insurance premium financing from gotoPremiumFinance.com, also known as GTPF. The Debtor relates that in the ordinary course of business, it maintains insurance policies providing insurance in amounts and types of coverage in accordance with the state and local laws, as well as in accordance with certain contractual obligations and the operating guidelines and requirements of the Office of the United States Trustee. The Debtor tells the Court that its property insurance was cancelled and there was a lapse in coverage in December 2016 which ended with the issuance of a new policy by Louisiana Citizens Property Insurance. The Debtor further tells the Court that maintaining such required insurance is crucial to the ability of the Debtor to continue operating its business. The Debtor contends that the insurance will bear total premiums of $2,366 and the payment of that amount from the Debtor's cash on hand in a single payment would potentially hinder the Debtor's ability to pay other operational expenses in the ordinary course of business. The Debtor further contends that it is necessary for it to finance the premiums of the subject insurance policy. The Debtor's obligations under the Premium Finance Agreement include payment of a cash down payment in the amount of $591.50 and nine monthly payments in the amount of $210.71 commencing on January 15, 2017. The amount financed under the Premium Financing is $1,774.50, and bears interest at 16.196% per annum. The Debtor says that it forwarded the down payment required by the Premium Finance Agreement to the insurance agent on or about December 16, 2016. The Debtor further says that its counsel received a copy of the Premium Finance Agreement and notice of the down payment on January 10, 2017. The Debtor's obligations under the Premium Finance Agreement will be secured by all right, title and interest to the subject insurance policy, including: (a) all money that is or may be due to the Debtor because of a loss under the subject insurance policy that reduces the unearned premiums; (b) any unearned premium under the subject insurance policy; (c) dividends which may become due to the Debtor in connection with the subject insurance policy; and (d) interests arising under any state guarantee fund. The Debtor asserts that no party currently holds a lien or security interest over the type of property covered by the Premium Finance Agreement. A full-text copy of the Debtor's Motion, dated January 19, 2017, is available at http://bankrupt.com/misc/FormosaPlantation2016_1612645_43.pdf A full-text copy of the Premium Finance Agreement, dated January 19, 2017, is available at http://bankrupt.com/misc/FormosaPlantation2016_1612645_43_1.pdf About Formosa Plantation, LLC Formosa Plantation, LLC, based in Cut Off, La., filed a Chapter 11 petition (Bankr. E.D. La. Case No. 16-12645) on October 26, 2016. The petition was signed by Anthony J. Guilbeau, Jr., member. The Hon. Elizabeth W. Magner presides over the case. Christopher T. Caplinger, Esq., at Lugenbuhl, Wheaton, Peck, Rankin & Hubbard, serves as bankruptcy counsel. The Debtor estimated assets and liabilities at $1 million to $10 million. FUNCTION(X) INC: Borrows Additional $400,000 from Sillerman ----------------------------------------------------------- As previously disclosed by Function(x) Inc. in a Form 8-K filed on June 12, 2015, Sillerman Investment Company IV, LLC, an affiliate of Robert F.X. Sillerman, the Company's executive chairman and chief executive officer of the Company, agreed to provide a line of credit to the Company. On Jan. 20, 2017, the Company borrowed an additional $400,000 under the Line of Credit. The principal amount now outstanding under the Line of Credit is $4,114,586 and the Company is entitled to draw up to an additional $885,414 under the Line of Credit. About Function(x)Inc. Based in New York, FunctionX Inc (NASDAQ:FNCX) is a diversified media and entertainment company. The Company conducts three lines of businesses, which are digital publishing through Wetpaint.com, Inc. (Wetpaint) and Rant, Inc. (Rant); fantasy sports gaming through DraftDay Gaming Group, Inc. (DDGG), and digital content distribution through Choose Digital, Inc. (Choose Digital). The Company's segments include Wetpaint, which is a media channel reporting original news stories and publishing information content covering television shows, music, celebrities, entertainment news and fashion; Choose Digital, which is a business-to-business platform for delivering digital content; DDGG, which is a business-to-business operator of daily fantasy sports, and Other. The Company's digital publishing business also includes Rant, which is a digital publisher that publishes original content in over 13 verticals, such as in sports, entertainment, pets, cars and food. The Company incurred a net loss of $63.68 million for the year ended June 30, 2016, compared to a net loss of $78.53 million for the year ended June 30, 2015. As of Sept. 30, 2016, Function(x) had $33.07 million in total assets, $27.51 million in total liabilities and $5.55 million in total stockholders' equity. BDO USA, LLP, in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended June 30, 2016, citing that the Company has suffered recurring losses from operations and at June 30, 2016, has a deficiency in working capital that raise substantial doubt about its ability to continue as a going concern. FUNCTION(X) INC: Plans to Offer $10 Million Common Shares --------------------------------------------------------- Function(x) Inc. filed with the Securities and Exchange Commission a free writing prospectus dated Jan. 19, 2017, relating to the proposed offering of $10 million worth of common shares. The Company intends to use the proceeds to repay indebtedness and for general working capital. Aegis Capital Corp and Laidlaw & Company (UK) Ltd. serve as joint bookrunning managers. A full-text copy of the FWP is available for free at https://is.gd/Y3JwoP About Function(x)Inc. Based in New York, FunctionX Inc (NASDAQ:FNCX) is a diversified media and entertainment company. The Company conducts three lines of businesses, which are digital publishing through Wetpaint.com, Inc. (Wetpaint) and Rant, Inc. (Rant); fantasy sports gaming through DraftDay Gaming Group, Inc. (DDGG), and digital content distribution through Choose Digital, Inc. (Choose Digital). The Company's segments include Wetpaint, which is a media channel reporting original news stories and publishing information content covering television shows, music, celebrities, entertainment news and fashion; Choose Digital, which is a business-to-business platform for delivering digital content; DDGG, which is a business-to-business operator of daily fantasy sports, and Other. The Company's digital publishing business also includes Rant, which is a digital publisher that publishes original content in over 13 verticals, such as in sports, entertainment, pets, cars and food. The Company incurred a net loss of $63.68 million for the year ended June 30, 2016, compared to a net loss of $78.53 million for the year ended June 30, 2015. As of Sept. 30, 2016, Function(x) had $33.07 million in total assets, $27.51 million in total liabilities and $5.55 million in total stockholders' equity. BDO USA, LLP, in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended June 30, 2016, citing that the Company has suffered recurring losses from operations and at June 30, 2016, has a deficiency in working capital that raise substantial doubt about its ability to continue as a going concern. GENERAL MOTRIZ: Plan Confirmation Hearing on Feb. 22 ---------------------------------------------------- The Hon. Mildred Caban Flores of the U.S. Bankruptcy Court for the District of Puerto Rico has conditionally approved General Motriz, Inc.'s disclosure statement dated Jan. 13, 2017, referring to the Debtor's plan of reorganization. A hearing for the consideration of the final approval of the Disclosure Statement and the confirmation of the Plan and of objections as may be made to either will be held on Feb. 22, 2017, at 9:00 a.m. Any objection to the final approval of the Disclosure Statement and the confirmation of the Plan will be filed on or before 14 days prior to the date of the hearing on confirmation of the Plan. Acceptances or rejections of the Plan may be filed in writing by the holders of all claims on or before 14 days prior to the date of the hearing on confirmation of the Plan. The Debtor will file with the Court a statement setting forth compliance with each requirement in U.S.C. Section 1129, the list of acceptances and rejections and the computation of the same, within seven working days before the hearing on confirmation. As reported by the Troubled Company Reporter on Jan. 19, 2017, the Debtor filed with the Court a small business disclosure statement describing its Chapter 11 plan of reorganization, which proposes to pay general unsecured creditors $146.04 in 60 equal monthly installments. The Plan will be funded with cash available proceeds from the revenue that the stores generate, after paying operating expenses and taxes. About General Motriz General Motriz, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 16-02193) on March 21, 2016. The Debtor is represented by Victor Gratacos Diaz, Esq., at Gratacos Law Firm, P.S.C. GIBRALTAR INDUSTRIES: S&P Raises CCR to 'BB'; Outlook Stable ------------------------------------------------------------ S&P Global Ratings said it raised its corporate credit and debt ratings on Gibraltar Industries to 'BB' from 'BB-'. The outlook is stable. The recovery rating is '3', reflecting S&P's expectations of meaningful (50% to 70%; at the higher end of the range) recovery in the event of default. Gibraltar Industries demonstrated significant operating performance improvement in 2016 through a variety of initiatives, including better raw material sourcing, freight management, and other logistics. The profitability of Gibraltar's business has increased and debt to EBITDA is now below 2x. "The outlook is stable, reflecting our expectation that Gibraltar will maintain leverage below 4x over the next 12 months while continuing to increase market share in its growth-oriented segments," said S&P Global Ratings credit analyst Thomas O'Toole. S&P could lower the rating if end market weakness persisted for an extended period of time and Gibraltar's leverage rose above 4x. This could happen if demand for Gibraltar's legacy products continued to lag historical standards and the company lost market share in its recently acquired business lines. S&P sees an upgrade in the next 12 months as unlikely due to Gibraltar's total size and low upside niche markets compared with other 'BB+' rated companies. S&P could upgrade Gibraltar in the long term if it executed an acquisition that increased the overall size of the business without increasing leverage over 3x. GOODMAN NETWORKS: S&P Raises CCR to 'CC' Then Withdraws Rating -------------------------------------------------------------- S&P Global Ratings raised its corporate credit rating on Plano, Texas-based telecom infrastructure services provider Goodman Networks Inc. to 'CC' from 'SD'. The outlook is negative. In addition, S&P raised its issue-level rating on the company's senior secured notes to 'CC' from 'D'. S&P subsequently withdrew all of the ratings at the request of the issuer. The upgrade on Goodman reflects S&P's expectation that the company is current on its interest payments. On July 7, 2016, S&P had lowered its rating on Goodman to 'SD' (selective default) following the company's election to not make its interest payment on its senior secured notes and to enter into a 30-day-grace period while it continued to negotiate a debt restructuring with its lenders. Under S&P's criteria, it views the failure to make an interest payment within five business days after the due date as tantamount to a default, regardless of the length of the grace period contained in the indenture. The withdrawal follows Goodman's request that S&P withdraw all of its ratings on the company. GREAT BASIN: Amends 2016 Notes to Alter Leak-Out Provisions ----------------------------------------------------------- As previously disclosed on the Current Report on Form 8-K filed with the Securities and Exchange Commission on June 29, 2016, on Great Basin Scientific, Inc., entered into a Securities Purchase Agreement in relation to the issuance and sale by the Company to certain buyers as set forth in the Schedule of Buyers attached to the 2016 SPA of $75 million aggregate principal amount of senior secured convertible notes and related Series H common stock purchase warrants. On Jan. 22, 2017, the Company and certain 2016 Note Buyers holding enough of the 2016 Notes and Series H Warrants to constitute the required holders under Section 9(e) of the 2016 SPA and Section 19 of the 2016 Notes entered into separate agreements. Pursuant to the terms of the Amendment Agreements, all of the 2016 Notes were amended to alter the leak-out provisions previously added to the 2016 Notes pursuant to the amendment agreements entered into between the Company and the 2016 Note Buyers on Jan. 18, 2017, as reported in the Company's Current Report on Form 8-K filed on Jan. 18, 2017. Prior to the Amendment Agreements, the 2016 Notes, provided that during the period commencing on Jan. 18, 2017, and ending with close of trading on March 1, 2017, exclusive, no holder of 2016 Notes nor any of its affiliates will sell, directly or indirectly, on any trading day more than its pro rata percentage of 135% of the trading volume of the Company's common stock, unless the Company's common stock is then trading above $2.50 (as adjusted for stock splits, stock dividends, recapitalizations and similar events). The Amendment Agreements amend the terms of the 2016 Notes to change the restriction percentage from 135% to zero on Jan. 23, 2017, and from January 24 to March 1, 2017, to the holders pro rata percentage of 55% of the trading volume of the Company's common stock, unless the Company's common stock is then trading above $0.50 (as adjusted for stock splits, stock dividends, recapitalizations and similar events). 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, the auditors said. GREAT BASIN: Corrects Current Report Over Computational Error ------------------------------------------------------------- Great Basin Scientific, Inc. filed with the Securities and Exchange Commission an amendment to its current report on Form 8-K, as originally filed with the SEC on Jan. 20, 2017, to correct computational errors contained in the original report regarding the number of shares of common stock issued upon conversion of the Company's 2016 Notes. As previously disclosed on the Current Report on Form 8-K filed with the SEC on Jan. 20, 2017, on Jan. 19, 2017, the Company and certain 2016 Note Buyers entered into separate amendment agreements to amend the terms of the 2016 Notes. As per the terms of the Amendment Agreement any pre-installment conversion shares previously issued immediately reduced the principal amount of the Company's 2016 convertible notes outstanding by $0.044 per pre-installment conversion share received. Prior to Jan. 17, 2017, as previously reported by the Company, the Company had issued 781,627 pre-installment conversion shares and therefore, pursuant to the Amendment Agreement on Jan. 19, 2017, the principal amount outstanding of the 2016 Notes was immediately reduced by $34,392 ($0.044 per pre-installment conversion share). On Jan. 17 through Jan. 19, 2017, certain holders of the 2016 Notes were issued shares of the Company's common stock pursuant to Section 3(a)(9) of the United States Securities Act of 1933, (as amended) in connection with the pre-installment amounts converted for the installment date of Jan. 30, 2017. In connection with the pre-installments, the Company issued 6,997,161 shares of common stock. As per the terms of the Amendment Agreement on Jan. 19, 2017, the principal amount outstanding of the 2016 Notes was immediately reduced by $307,875 ($0.044 per pre-installment conversion share). On Jan. 20, certain holders of the 2016 Notes were issued shares of the Company's common stock pursuant to Section 3(a)(9) of the United States Securities Act of 1933, (as amended) in connection with conversions at the election of the holder pursuant to the terms of the 2016 Notes, as amended. In connection with the conversions, the Company issued 152,184,956 shares of common stock. As per the terms of the 2016 Notes, as amended, these pre-installment shares immediately reduced the principal amount outstanding of the 2016 Notes by $284,586 or $0.00187 per share. As of Jan. 20, 2017, a total principal amount of $626,853 of the 2016 Notes has been converted into shares of common stock. Approximately $74.4 million in note principal remains to be converted. Restrictions on a total of $9.8 million in the Company's restricted cash accounts has been released including $6.0 million at closing and $3.8 million in early release from the restricted cash accounts. $58.2 million remains in the restricted cash accounts to have the restrictions removed and become available to the Company at future dates pursuant to terms of the 2016 Notes. As of Jan. 20, 2017, there are 160,710,021 shares of common stock issued and outstanding. In connection with the conversions of the 2016 Notes, the exercise prices of certain of our issued and outstanding securities were automatically adjusted to take into account the conversion price of the 2016 Notes. The exercise prices of the following securities were adjusted as follows. Class A and Class B Warrants As of Jan. 20, 2017, the Company had outstanding Class A Warrants to purchase 48 shares of common stock and Class B Warrants to purchase 29 shares of common stock of the Company. The Class A and Class B Warrants include a provision which provides that the exercise price of the Class A and Class B Warrants will be adjusted in connection with certain equity issuances by the Company. The consummation of the Conversions triggers an adjustment to the exercise price of the Class A and Class B Warrants. Therefore, as of January 20, 2017, the exercise price for the Class A and Class B Warrants was adjusted from $2.53 to $0.0019 per share of common stock. Common Stock Warrants As of Jan. 20, 2017, the Company had outstanding certain common stock warrants to purchase 2 shares of common stock of the Company. As a result of the Conversions, as of Jan. 20, 2017, the exercise price for certain Common Warrants was adjusted from $2.53 to $0.0019 per share of common stock. Series B Warrants As of Jan. 20, 2017, the Company has outstanding Series B Warrants to purchase 36 shares of common stock of the Company. The Series B Warrants include a provision which provides that the exercise prices of the Series B Warrants will be adjusted in connection with certain equity issuances by the Company. As a result of the Conversions, as of Jan. 20, 2017, the exercise price for certain Common Warrants was adjusted from $27.5 million to $645,355 per share of common stock. Series D and 2015 Subordination Warrants As of Jan. 20, 2017, the Company has outstanding Series D Warrants to purchase 2,361,468 shares of common stock and 2015 Subordination Warrants to purchase 71,129 shares of common stock of the Company. The Series D and 2015 Subordination Warrants include a provision which provides that the exercise prices of the Series D and 2015 Subordination Warrants will be adjusted in connection with certain equity issuances by the Company. The consummation of the Conversions triggers an adjustment to the exercise price of the Series D and 2015 Subordination Warrants. Therefore, as of Jan. 20, 2017, the exercise price for the Series D and 2015 Subordination Warrants was adjusted from $2.53 to $0.0019 per share of common stock. Series G Warrants As of Jan. 20, 2016, the Company had outstanding Series G Warrants to purchase 159 shares of common stock of the Company. The Series G Warrants include a provision which provides that the exercise price of the Series G Warrants will be adjusted in connection with certain equity issuances by the Company. The consummation of the Conversions triggers an adjustment to the exercise price of the Series G Warrants. Therefore, as of Jan. 20, 2017, the exercise price for the Series G Warrants was adjusted from $2.53 to $0.0019 per share of common stock. 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, the auditors said. HARLAND CLARKE: Moody's Rates New $370MM Term Loan B-6 ------------------------------------------------------ Moody's Investors Service assigned a B1 rating to Harland Clarke Holdings Corp.'s proposed $370 million term loan B-6 due February 2022 and the corporate family rating (CFR) is unchanged at B2. The existing term loan B-3, B-4, and B-5 and senior secured notes due in 2018 and 2020 are unchanged at B1 and the senior unsecured notes due 2021 are unchanged at Caa1. The outlook is stable. The use of proceeds, along with an anticipated senior secured bond offering, is expected to repay 2018 debt maturities. Proceeds from the offerings will also be used to fund OID and transaction fees. The term loan B-6 will have a 2.5% annual amortization requirement and matures in February 2022, but the maturity will spring to November 2020 if the 9.25% senior unsecured notes are still outstanding. The anticipated transactions would extend the maturity date of its capital structure so that the next material debt maturity would be the term loan B-4 which is due in August 2019. The existing rating of the term loan B-3 will be withdrawn upon repayment. The following is a summary of rating actions: Issuer: Harland Clarke Holdings Corp. Proposed $370 million term loan B-6 due February 2022, assigned a B1 (LGD3) Existing term loan B-3 due May 2018, unchanged at B1 (LGD3) Existing term loan B-4 due August 2019, unchanged at B1 (LGD3) Existing term loan B-5 due December 2019, unchanged at B1 (LGD3) Existing senior secured notes due August 2018, unchanged at B1 (LGD3) Existing senior secured notes due March 2020, unchanged at B1 (LGD3) Existing senior unsecured notes due March 2021, unchanged at Caa1 (LGD5) Corporate Family Rating, unchanged at B2 Probability of Default Rating, unchanged at B2-PD Outlook Rating, remains at Stable RATINGS RATIONALE Harland Clarke's B2 corporate family rating (CFR) reflects Moody's ongoing concern that the combined business model is subject to secular decline in both its check printing and Valassis' print based advertising model. While the decline in checks has moderated, Moody's expect the business to remain in secular decline due to new and evolving payment alternatives. The Valassis division faces pressure from the secular demand shift of advertisers' marketing spend and distribution to Internet-based / digital media channels, as well as the ensuing pricing pressure on traditional print-based media. Moody's anticipate secular pressures to be moderate in the near term as there will be demand for both products for an extended period of time, but pressure has the potential to increase over time. The Scantron division, which is the smallest division, is also expected to remain under pressure due to the maturity of its form products. The ratings reflect the company's leverage of 4.6x for the LTM ended Q3 2016 including Moody's standard adjustments. The history of sponsor friendly and related party transactions is also reflected in the rating. Debt maturities in 2019 and 2020, pro-forma for the proposed term loan and expected note transaction, lead to moderately elevated refinancing risk and have the potential to cause negative rating action if not addressed one year prior to maturity. Harland Clarke has a good track record of mitigating volume declines with price increases and costs savings, but Moody's remain concerned these efforts will not be sufficient to prevent top line erosion if check volume declines should accelerate in the future. The acquisition of Valassis has enabled Harland Clarke to diversify its business lines and expand its customer base for which Valassis provides advertising and media delivery campaigns via its Shared Mail, Freestanding Inserts, and its smaller Digital Media businesses. Moody's considers client spend to be cyclical but believes the consumer value-oriented nature of the product offerings (including promotions and coupons) somewhat dampens the cyclicality since advertisers often reallocate marketing budgets to this type of advertising during economic downturns. Harland Clarke has achieved meaningful operational cost synergies and Moody's anticipate additional costs savings to be realized going forward. The ratings are also supported by the company's good cash flow generation from its portfolio of businesses, EBITDA margins of 19% (as calculated by Moody's), and the 10% debt amortization requirement on the term loan B-5 and 2.5% requirement on the B-3, B-4, and proposed B-6 which accelerates debt repayment. The stable outlook reflects Moody's expectation that Harland Clarke will continue to generate good cash flow over the next 12 -18 months, seek to reinvest cash through acquisitions and investments, and utilize cash to fund required term loan amortization payments. Moody's also expect total leverage will be in the mid 4x level over the next twelve months aided by required debt repayments. Harland Clarke is expected to have good liquidity due to good free cash flow and a cash balance of $62 million as of Q3 2016. The company also has a $150 million asset backed revolver with $138 million of availability after accounting for $12 million of L/Cs outstanding as of Q3 2016. The asset back revolver matures in February 2018 and Moody's expect the company will look to extend the maturity or refinance the facility in the near term. Interest coverage ratios are expected to be approximately 2.4x going forward. The term loans are covenant lite. The anticipated transactions extend the maturity date of its debt structure so that the next debt maturities will be the B-4 term loan due August 2019 ($559 million) and B-5 in December 2019 ($780 million). The balances are expected to decline quarterly due to the above average amortization payments on the B-4 (2.5% annually) and B-5 (10% annually) term loans. Inability to refinance its debt in advance of one year prior to maturity could lead us to reassess the company's liquidity position. Ratings could be upgraded if the company demonstrates stable organic revenue and EBITDA trends and leverage declines below 4x on a sustained basis with all near term maturities addressed. Confidence that the company would maintain financial policies that keep leverage below 4x on an ongoing basis would also be required. Failure to address approaching maturities in advance of one year prior to maturity could lead to a downgrade. A downgrade could also occur if results suffer from accelerated deterioration in price or volume in its check business, demand and/ or pricing for Valassis' print-based marketing products erode at a faster-than-expected pace, a loss of market share, debt funded acquisitions, or distributions to the parent company that result in debt-to-EBITDA increasing above 5.5x. A weak liquidity position could also lead to a downgrade. The principal methodology used in this rating was Global Publishing Industry published in December 2011. Harland Clarke Holdings Corp. ("Harland Clarke"), headquartered in San Antonio, TX, is a provider of check and check related products, direct marketing services and customized business and home office products to financial services, retail and software providers as well as consumers and small businesses, and through its Scantron division, data collection, testing products, scanning equipment and tracking services to educational, commercial, healthcare and government entities. Its Valassis division offers clients mass delivered and targeted programs to reach consumers primarily consisting of shared mail, newspaper and digital delivery in addition to coupon clearing and other marketing and analytical services. M&F Worldwide Corp. ("M&F") acquired check and related product provider Clarke American Corp. in December 2005 for $800 million and subsequently acquired the John H. Harland Company in May 2007 for $1.4 billion. M&F merged the two companies to form Harland Clarke. M&F's remaining publicly traded shares were acquired by portfolio company, MacAndrews & Forbes Holdings, Inc. ("MacAndrews") on December 21, 2011. MacAndrews is wholly owned by Ronald O. Perelman. Harland Clarke acquired Valassis Communications, Inc. on February 4, 2014. Reported revenue for the last twelve months ending Q3 2016 was $3.5 billion. HARLAND CLARKE: S&P Assigns 'BB-' Rating on $370MM Sr. Sec. Loan ---------------------------------------------------------------- S&P Global Ratings assigned its 'BB-' issue-level rating and '2' recovery rating to Harland Clarke Holdings Corp.'s (HCHC's) proposed $370 million senior secured term loan B-6 due February 2022. The '2' recovery rating indicates S&P's expectation for substantial recovery (70%-90%; lower half of the range) of principal in the event of a payment default. The company will use the net proceeds from the proposed financing to extend its debt maturity profile by repaying maturities due in 2018. S&P's 'B+' corporate credit rating and stable rating outlook on the company are not affected by the proposed transaction. S&P expects that HCHC's adjusted leverage will remain in the high-4x area in 2016 and then decline to the mid- to high-4x area in 2017 after the company pays roughly $100 million of required principal amortization payments. S&P continues to expect HCHC to generate good discretionary cash flow and refinance or extend its upcoming debt maturities at similar interest rates at least 12 months before maturity. RATINGS LIST Harland Clarke Holdings Corp. Corporate Credit Rating B+/Stable/-- New Ratings Harland Clarke Holdings Corp. Senior Secured $370 mil B-6 term loan due Feb 2022 BB- Recovery Rating 2L HIGHLANDS OF DYERSBURG: U.S. Trustee Unable to Appoint Committee ---------------------------------------------------------------- An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of The Highlands of Memphis, LLC, The Highlands of Dyersburg, LLC, and Regional Healthcare Services, LLC, as of Jan. 24, according to a court docket. The Highlands of Memphis, LLC dba 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. HIGHLANDS OF MEMPHIS: U.S. Trustee Unable to Appoint Committee -------------------------------------------------------------- An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of The Highlands of Memphis, LLC, and The Highlands of Dyersburg, LLC, as of Jan. 24, according to a court docket. 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. HOMER CITY: U.S. Trustee Unable to Appoint Committee ---------------------------------------------------- An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of Homer City Generation, L.P., as of Jan. 24, according to a court docket. About Homer City Homer City Generation, L.P., is the owner of a coal-fired, independent power production plant located in Homer City, Pennsylvania, about 45 miles east of Pittsburgh. Non-debtor EFS Homer City, LLC, owns 95.04% of the partnership interests of Homer City. Metropolitan Life Insurance Company, which is also not a Debtor in these cases, owns 4.96% of the partnership interests of Homer City. Homer City filed a voluntary case under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 17-10086) on Jan. 11, 2017. The case has been assigned to Judge Mary F. Walrath. At the time of filing, the Debtor estimated assets at $1 billion to $10 billion and liabilities at $500 million to $1 billion. The Debtor is represented by Joseph Charles Barsalona II, Esq., Mark D. Collins, Esq., Andrew Dean, Esq., and Russell C. Silberglied, Esq., at Richards; PJT Partners serves as its financial advisor and Zolfo Cooper as its restructuring advisor. Epiq Bankruptcy Solutions, LLC, serves as the Debtor's claims and administrative advisor. O'Melveny and Myers LLP and Young Conaway Stargatt & Taylor, LLP, are serving as legal advisors to the ad hoc group of noteholders and Houlihan Lokey is serving as the financial advisor to the ad hoc group of noteholders. HORIZON GLOBAL: Possible Equity Raise No Impact on Moody's B2 CFR ----------------------------------------------------------------- Moody's Investors Service says that Horizon Global Corporation's potential raise of $75 million in equity and $100 million in convertible notes is credit positive because it would reduce debt, leverage and interest expense. The company plans to use the majority of proceeds from both issuances to pay down its existing $330.2 million term loan. If executed as planned, the transaction could result in an upgrade of the senior secured first lien term loan rating to B1 from the current rating of B2. Nevertheless it does not impact the Horizon's B2 Corporate Family Rating (CFR), B2-PD Probability of Default Rating or its stable rating outlook because debt-to-EBITDA leverage remains within the range expected for the B2 CFR and liquidity is adequate. Horizon, headquartered in Troy, Michigan, is a manufacturer and distributor of towing, trailer, cargo management and other products primarily for the automotive market. In October 2016, Horizon acquired WESTFALIA-Automotive Holding GmbH and its sister company TeIJs Holdings B.V. Pro-forma for the acquisition, Horizon's main geographic regions include US (approximately 50% of LTM June 2016 revenue), Europe (34%) and Australia (9%). Horizon was spun off from TriMas Corporation in June 2015. Pro-forma for the acquisitions, revenue for the 12 months ended September 2016 was approximately $840 million. HUNTINGTON INGALLS: Moody's Alters Outlook to Pos & Affirms Ba1 CFR ------------------------------------------------------------------- Moody's Investors Service has changed the rating outlook of Huntington Ingalls Industries, Inc. to positive from stable, and affirmed all ratings including the Corporate Family Rating ("CFR") of Ba1. RATINGS RATIONALE As a major US Navy shipbuilder, the positive rating outlook recognizes HII's revenue opportunity under a potentially larger Navy fleet. This is incremental to Moody's expectation of a low double digit operating margin with strong operating cash flow. Also, HII's recent public statements about investments somewhat lessens the prospect of a transformational acquisition outside the core federal contracting business or one which could be highly leveraging, in Moody's view. The acquisition risk is further mitigated by the recently formed technical services segment, which will have revenue of about $1 billion following the Camber Corporation acquisition. A large supply of services providers exists across the defense, intelligence and civil federal services market that could be complementary, and also diversify capabilities and the revenue base. Uncertainty associated with the risk of a large acquisition has constrained upward rating potential. Over time, HII would benefit from a larger naval fleet. The US Navy recently raised its desired fleet size to 355 ships from 308 ships (against 274 ships at present). However, this fleet plan has not been authorized, and US fiscal pressures still cloud the prospect for what would require significant future funding. The Department of Defense could attempt to fill the military requirement through alternate means. As well, achieving the desired fleet size would take quite some time. Should funding be in place for the Navy's desired force structure (nearly a 30% increase from the present fleet), HII's revenue opportunity would improve significantly. Yet, HII would have different operational challenges in such conditions which could affect costs, such as a with a rising technical work force, and would also increase working capital. The Ba1 CFR incorporates strong credit metrics, backlog of $20 billion and HII's production of prioritized ship classes for the US Navy—including aircraft carriers, large surface combatants, submarines, amphibious ships. At September 30, 2016 debt to EBITDA stood at 2.5x with free cash flow to debt above 20%. Rising complexity within the global threat environment should minimally sustain backlog at around $20 billion in coming years with revenue in the low $7 billion range. The Speculative Grade Liquidity rating of SGL-1, denoting a strong liquidity profile, reflects a high cash balance, likelihood of free cash flow generation near-term in excess of $300 million, and ample covenant compliance headroom under the (presently unused) $1.25 billion revolving credit facility. The ratings could be upgraded depending on HII's risk tolerance in light of expansion opportunities. Ability to effectively manage costs and working capital in a rising revenue environment to preserve profits and cash flow would be an important consideration. Also, expectation of sustained debt/EBITDA below 2.5x, EBIT/interest approaching 5x, and Retained Cash Flow/debt of 25% or higher, and a return on capital consistent with others at a higher rating could result in a higher rating. The ratings could be downgraded with weakening liquidity, expectation of debt/EBITDA above 3x, a material degree of backlog erosion, or financial policy aggressiveness such as large debt financed acquisitions or significantly increased level of stock repurchases/dividends (particularly if debt funded). Huntington Ingalls Industries, Inc. (HII), through its Newport News, VA and Pascagoula MS shipyards, provides full service design, engineering, construction, and lifecycle support of major surface ship programs for the US Navy. Revenues over the twelve months ended September 30, 2016 were approximately $7.1 billion. Outlook Actions: Issuer: Huntington Ingalls Industries, Inc. -- Outlook, Changed To Positive From Stable Affirmations: Issuer: Huntington Ingalls Industries, Inc. -- Probability of Default Rating, Affirmed Ba1-PD -- Speculative Grade Liquidity Rating, Affirmed SGL-1 -- Corporate Family Rating , Affirmed Ba1 -- Senior Secured Bank Credit Facility, Affirmed Baa2 (LGD2) -- Senior Unsecured Regular Bond/Debentures, Affirmed Ba2 (LGD4) Issuer: Mississippi Business Finance Corporation -- Backed Senior Unsecured Revenue Bonds, Affirmed Ba2 (LGD4) The principal methodology used in these ratings was Global Aerospace and Defense Industry published in April 2014. IE TEST: Seeks to Hire Bederson as Valuation Expert --------------------------------------------------- IE Test, LLC seeks approval from the U.S. Bankruptcy Court for the District of New Jersey to hire a valuation expert. The Debtor proposes to hire Bederson LLP to prepare a valuation report on its assets as part of its efforts to get court approval for its Chapter 11 plan. The hourly rates charged by the firm are: Partners $390 - $515 Managers $300 - $325 Senior Accountants $260 Semi Sr. Accountants $220 - $225 Staff Accountants $180 Paraprofessionals $165 Timothy J. King, a certified public accountant employed with Bederson, disclosed in a court filing that his firm is "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Timothy J. King Bederson LLP 347 Mt. Pleasant Avenue, Suite 200 West Orange, NJ 07052 Phone: 973-736-3333 Fax: 973-736-9219 Email: Matthew.schwartz@bederson.com Email: tking@bederson.com About IE Test LLC Headquartered in Fairfield, New Jersey, IE Test, LLC, filed for Chapter 11 bankruptcy protection (Bankr. D. N.J. Case No. 15-32425) on Nov. 30, 2015, listing $1.09 million in total assets and $2.25 million in total liabilities. The petition was signed by Patrick Cupo. Judge Vincent F. Papalia presides over the case. Jay L. Lubetkin, Esq., and Barry J. Roy, Esq., at Rabinowitz Lubetkin & Tully, L.L.C., serve as the Debtor's bankruptcy counsel. INTERPACE DIAGNOSTICS: Offering $4 Million Worth of Common Stock ---------------------------------------------------------------- Interpace Diagnostics Group, Inc., has entered into a securities purchase agreement with three institutional investors to purchase an aggregate of 855,000 shares of common stock in a registered direct offering. In a concurrent private placement, the Company has agreed to sell to the same investors warrants to purchase 855,000 shares of its common stock with an exercise price of $4.69 per share. The combined purchase price for one registered share of common stock and one warrant is $4.69. The warrants will be immediately exercisable following the closing of the private placement and will expire on the five-year anniversary of the date on which they become exercisable. The aggregate gross proceeds to the Company from the registered direct offering and concurrent private placement are estimated to be approximately $4 million before deducting the placement agent’s fee and other estimated offering expenses. The registered direct offering and concurrent private placement are expected to close on or about Jan. 25, 2017, subject to customary closing conditions. The Company intends to use the aggregate net proceeds from the registered direct offering and concurrent private placement for working capital, repayment of indebtedness, including approximately $1.028 million to be paid to five former senior executives in satisfaction and settlement of approximately $2.9 million in severance obligations, and general corporate purposes. Maxim Group LLC is acting as the exclusive placement agent for the registered direct offering and the concurrent private placement. About Interpace Diagnostics Headquartered in Parsippany, New Jersey, Interpace Diagnostics Group, Inc., is focused on developing and commercializing molecular diagnostic tests principally focused on early detection of high potential progressors to cancer and leveraging the latest technology and personalized medicine for patient diagnosis and management. The Company currently has four commercialized molecular tests: PancraGen, a pancreatic cyst molecular test that can aid in pancreatic cyst diagnosis and pancreatic cancer risk assessment utilizing the Company's proprietary PathFinder platform; ThyGenX, which assesses thyroid nodules for risk of malignancy, ThyraMIR, which assesses thyroid nodules risk of malignancy utilizing a proprietary gene expression assay. Interpace reported a net loss of $11.35 million in 2015 following a net loss of $16.07 million in 2014. As of Sept. 30, 2016, the Company had $45.96 million in total assets, $47.44 million in total liabilities and a total stockholders' deficit of $1.47 million. BDO USA, LLP, in Woodbridge, New Jersey, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has suffered recurring losses from continuing operations that raise substantial doubt about its ability to continue as a going concern. IOWA HEALTHCARE: Committee Taps Pepper Hamilton as Legal Counsel ---------------------------------------------------------------- The official committee of unsecured creditors of Central Iowa Healthcare seeks approval from the U.S. Bankruptcy Court for the Southern District of Iowa to hire legal counsel. The committee proposes to hire Pepper Hamilton LLP to give legal advice regarding its duties under the Bankruptcy Code, assist in negotiations on the formulation of a bankruptcy plan, analyze claims, assist in its consultations with the Debtor, and provide other legal services. Pepper Hamilton has agreed to discount its rates by 15%. In case general unsecured creditors receive at least a 50% dividend, the firm may apply to recover the discount subject to approval by the committee and the court. The attorneys and paralegal who will represent the committee and their hourly rates are: Francis Lawall $785 Deborah Kovsky-Apap $600 John Schanne II $475 Susan Henry $275 Pepper Hamilton is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Francis J. Lawall, Esq. Pepper Hamilton LLP 3000 Two Logan Square Eighteenth and Arch Streets Philadelphia, PA 19103-2799 Phone: 215-981-4481 / 215-981-4000 Fax: 215-981-4750 Email: lawallf@pepperlaw.com About Central Iowa Healthcare Central Iowa Healthcare, formerly doing business as Marshalltown Medical Surgical Center, is a not-for-profit corporation formed under the laws of the State of Iowa, and is tax exempt pursuant to section 501(c)(3) of the Internal Revenue Code. It 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. Its 49-bed, acute care facility is the only full-service medical center in the area. 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. CIH sought Chapter 11 protection (Bankr. S.D. Iowa Case No. 16-02438) on Dec. 20, 2016. The petition was signed by Dawnett Willis, acting CEO. The Debtor disclosed $81.91 million total assets and $20.02 million total liabilities. The case is assigned to Judge Anita L. Shodeen. The Debtor hired Bradshaw,Fowler, Proctor & Fairgrave, P.C. as its legal counsel, and Alvarez & Marsal Healthcare Industry Group, LLC as its financial advisor. The U.S. Trustee for the Southern appointed Susan N. Goodman as the patient care ombudsman for CIH. On December 28, 2016, the U.S. Trustee appointed an official committee of unsecured creditors. IOWA HEALTHCARE: Taps Wang Kobayashi as Employee Benefits Counsel ----------------------------------------------------------------- Central Iowa Healthcare seeks approval from the U.S. Bankruptcy Court for the Southern District of Iowa to hire Wang Kobayashi Austin, LLC as special counsel. The firm will provide legal advice regarding the employee benefit plans maintained by the Debtor, and will be paid an hourly rate of $375 for its services. Wang Kobayashi does not hold any interest adverse to the Debtor or its bankruptcy estate, and is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Andy Wang, Esq. Wang Kobayashi Austin, LLC 216 West Institute Place, Suite 406 Chicago, IL 60610 Phone: (312) 833-5300 Email: andywang@wkalegal.com About Central Iowa Healthcare Central Iowa Healthcare, formerly doing business as Marshalltown Medical Surgical Center, is a not-for-profit corporation formed under the laws of the State of Iowa, and is tax exempt pursuant to section 501(c)(3) of the Internal Revenue Code. It 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. Its 49-bed, acute care facility is the only full-service medical center in the area. 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. CIH sought Chapter 11 protection (Bankr. S.D. Iowa Case No. 16-02438) on Dec. 20, 2016. The petition was signed by Dawnett Willis, acting CEO. The Debtor disclosed $81.91 million total assets and $20.02 million total liabilities. The case is assigned to Judge Anita L. Shodeen. The Debtor hired Bradshaw,Fowler, Proctor & Fairgrave, P.C. as its legal counsel, and Alvarez & Marsal Healthcare Industry Group, LLC as its financial advisor. The U.S. Trustee for the Southern appointed Susan N. Goodman as the patient care ombudsman for CIH. On December 28, 2016, the U.S. Trustee appointed an official committee of unsecured creditors. J&C OILFIELD: Secured Creditors to be Paid Monthly with Interest ---------------------------------------------------------------- J&C Oilfield Rentals, LLC, filed with the U.S. Bankruptcy Court for the Western District of Louisiana a first amended disclosure statement dated Jan. 18, 2017, referring to the Debtor's plan of reorganization. The Plan proposed the following treatment of secured creditors: A. Treatment of Class 1. The Debtor will satisfy the secured claim of the Citizens Progessive Bank by paying $10,000.00 per month until this claim is paid in full. The claim will continue to bear interest at the contract rate of interest. The first installment will begin 60 days after the effective date of this Plan, and the Debtor will make subsequent installments on or before the 30th day of each month following the month of the first installment. B. Treatment of Class 2. The secured claim of Allied Bank, secured by a 2014 GMC Sierra Truck, will receive payments in the amount of $885.00 per month until paid in full. This claim will continue to bear interest at the contract rate of interest. C. Treatment of Class 3. The secured claims of Integrity Factoring and Consulting, Inc., have been paid in full pursuant to adequate protection order entered by the Bankruptcy Court in this case. This creditor's claims primed the claims of Citizens Progressive Bank. D. Treatment of Class 4. The secured claim of CAT Financial, Inc., secured by Freightliner Water Truck, Model WATER4000, will be paid in full at the contract rate of interest by monthly payments of $1,000.00 per month until paid in full. The Plan's proposed treatment of Class 5, which contains general unsecured claims against the Debtor, general unsecured claims will be paid 10% of their claims over a 10-year period with no interest, with monthly payments to start 60 days from the confirmation of this Plan. Payments and distributions under the Plan will be funded by the ongoing operations of the business, as well as contributions, if needed by the insiders of the Debtor. The First Amended Disclosure Statement is available at: http://bankrupt.com/misc/lawb16-80783-94.pdf A copy of the previous disclosure statement is available at: http://bankrupt.com/misc/lawb16-80783-93.pdf About J&C Oilfield Rentals J&C Oilfield Rentals, LLC, was organized under the laws of the State of Louisiana on July 11, 2008, and operated as a lessor of equipment to the oil and gas industry. The two members of the Company are Joey Nugent and his father in law, Curtis Sandidge. The Debtor filed a Chapter 11 petition (Bankr. W.D. La. Case No. 16-80783) on July 20, 2016, and is represented by Bradley L. Drell, Esq., at Gold, Weems, Bruser, Sues & Rundell. The petition was signed by Joey Nugent, authorized representative. The case is assigned to Judge John W. Kolwe. The Debtor disclosed $686,347 in assets and $2.90 million in liabilities at the time of the filing. JACOBS ENTERTAINMENT: Moody's Rates New $340MM 2nd Lien Notes 'B2' ------------------------------------------------------------------ Moody's Investors Service, assigned a B2 rating to Jacobs Entertainment, Inc. proposed $340 million guaranteed senior secured second lien notes due 2024 and affirmed the company's Corporate Family rating at B2 and Probability of Default rating at B2-PD. Moody's affirmed Jacobs' existing revolver, and first and second lien term loans ratings that will be withdrawn upon closing of the proposed note offering. The new rating is subject to final terms and conditions as well as closing of a proposed $50 million first priority five year revolving credit facility (unrated). The affirmation reflects Jacobs' improving margins, stable operating results, and the reduction of refinancing risk as a result of the note offering. The affirmation also reflects Moody's view that the proposed acquisitions and development plans in Black Hawk, CO (54% of property EBITDA) and Reno, NV (11% of property EBITDA) will add incremental earnings over the next two years to support the increase in debt. The proceeds of the new notes will be used to repay the company's existing debt, including fees and expenses ($293.6M) and fund (1) pending acquisitions ($39M), (2) a hotel management agreement buyout ($2.5M), (3) a distribution to the company's parent, Jacobs Investments, Inc. (JII) ($2.5M) and supplement cash balances ($2.3M). As a result, total debt will increase by approximately $56 million. Moody's estimates Jacobs pro-forma debt/EBITDA will increase to 6.0x from 5.2x as of LTM 9/30/2016 while EBIT/Interest will remain around 1.4x. Over the next 24 months, Jacobs will increase capital spending to invest in existing and acquired properties. Moody's expects the company can fund a significant portion of its spending plans from free cash flow with potentially modest draws under the revolver. Moody's estimates debt/EBITDA will peak at around 6.2 times in 2017 and decline to below 6.0x by year end 2018. The largest acquisition ($30M) is for the Sands Regency Hotel and Casino located in Reno Nevada that is expected to close in the second half of 2017. Gross gaming revenue in the Reno market is up about 2.8% as of 9/30/16 and the local economy is expected to benefit from business expansion. Moody's expects Jacobs will generate incremental EBITDA, net of new lease payments to JII, to support the acquisition debt. Jacobs will distribute $8 million of the proceeds to JII to support its purchase of the Canyon property and about 3.5 acres of land adjacent to the company's existing property in Black Hawk, CO. Jacobs will lease these properties from JII. Jacobs plans to spend approximately $45 million over the next two years to expand parking for its existing properties and to renovate, expand and reopen as the expanded Gilpin. These investments will add incremental EBITDA, net of new lease payments to JII, and better position Jacobs to withstand new supply entering Black Hawk in 2019. The new notes will be issued pursuant to rule 144A and the company will not be required to complete a registered exchange offer for file a registration statement for resale of the notes. Assignments: Issuer: Jacobs Entertainment, Inc. -- Proposed Senior Secured guaranteed second lien Bond/Debenture, Assigned B2 (LGD4) Outlook Actions: Issuer: Jacobs Entertainment, Inc. -- Outlook, Remains Stable Affirmations: -- Issuer: Jacobs Entertainment, Inc. -- Probability of Default Rating, Affirmed B2-PD -- Corporate Family Rating, Affirmed B2 Affirmations and ratings to be withdrawn when the proposed offering closes: -- Issuer: Jacobs Entertainment, Inc. -- Secured First Lien Bank Credit Facility, Affirmed B1 (LGD3) -- Senior Secured Second Lien Bank Credit Facility, Affirmed Caa1 (LGD5) RATINGS RATIONALE Jacobs' B2 Corporate Family Rating reflects its small scale in terms of revenue and EBITDA and its geographic earnings concentration - The Lodge Casino in Black Hawk and its truck stops in Louisiana account for close to 80% of the company's revenue and earnings. The rating also reflects the company's low operating margins compared to other gaming operators due to its mix of low margin non-gaming revenues such as fuel and convenience store sales at truck stops, and the expected increase in supply in Black Hawk, CO in the first quarter of 2019. Positive rating factors include the company's established market positions in its primary markets and its good liquidity profile. Rating Outlook The stable rating outlook reflects Moody's expectation that Jacobs will continue to generate cash flow over the next 12 to 24 months sufficient to substantially funds its growth capex plans, the proposed acquisitions of casino properties in Black Hawk, CO and Reno, NV close as planned and generate incremental earnings to support the increase in debt. What Could Change the Rating - Up A ratings upgrade would require debt/EBITDA approaching 4.5 times and EBIT/interest maintained above 2.5 times. What Could Change the Rating - Down Jacobs' ratings could be downgraded if the proposed acquisitions do not close as anticipated or if leverage were to exceed 6.25x or if EBIT/interest drops well below 1.5 times over the next 12 to 24 months. Weakening of the company's liquidity position could also pressure the ratings. The principal methodology used in these ratings was "Global Gaming Industry" published in June 2014. JACOBS ENTERTAINMENT: S&P Affirms 'B' CCR on Proposed Refinancing ----------------------------------------------------------------- S&P Global Ratings affirmed its 'B' corporate credit rating on Colorado-based gaming operator Jacobs Entertainment Inc. The rating outlook is stable. S&P is raising its issue-level rating on Jacobs' amended $50 million first-lien revolving credit facility due 2022 by one notch to 'BB' from 'BB-' and revising S&P's recovery rating on this debt to '1+' from '1', indicating its expectation of full (100%) recovery for lenders in the event of a payment default. At the same time, S&P is assigning Jacobs' proposed $340 million second-lien secured notes due 2024 an issue-level rating of 'B' and a recovery rating of '3', indicating S&P's expectation for meaningful (50% to 70%; lower half of the range) recovery for noteholders in the event of a default. The stable outlook reflects S&P's expectation that although leverage will temporarily increase in 2017 as a result of the planned transactions, S&P anticipates leverage to improve to the mid-5x in 2018 driven largely by EBITDA growth resulting from planned investments in the portfolio. S&P expects EBITDA coverage of interest to remain above 2x and liquidity to remain adequate which further support S&P's stable outlook. S&P could lower its rating if EBITDA declines meaningfully because of increased competitive pressures or planned capital spending results in greater than anticipated disruption to operations leading to EBITDA coverage of interest declining closer to the mid-1x area or leverage is sustained closer to 7x. Given S&P's expectations for leverage to remain above 5x and FFO to debt below 12% through 2018, higher ratings are unlikely at this time. However, S&P could consider higher ratings if the company outperforms its expectations, sustaining leverage below 5x and FFO to debt above 12%. KEMET CORP: Rama Marda Reports 7.2% Equity Stake as of Dec. 31 -------------------------------------------------------------- In an amended Schedule 13G filed with the Securities and Exchange Commission, Rama S Marda disclosed that as of Dec. 31, 2016, she beneficially owns 3,359,374 shares of common stock of Kemet Corporation representing 7.26 percent of the shares outstanding. A full-text copy of the regulatory filing is available at: https://is.gd/uFoAeV 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. KEURIG GREEN: Moody's Raises Corporate Family Rating to Ba2 ----------------------------------------------------------- Moody's Investors Service has upgraded ratings of Keurig Green Mountain, Inc., including its Corporate Family Rating to Ba2 from Ba3, Probability of Default Rating to Ba3-PD from B1-PD and senior secured bank debt ratings to Ba2 from Ba3. The ratings outlook is stable. The ratings upgrade reflects significant improvement in profitability and cash flow that Keurig has achieved since being acquired by JAB Holdings in March 2016. At closing, financial leverage was high -- debt/EBITDA was approximately 5.5x. Keurig has since repaid approximately $750 million, or 13%, of its debt and increased trailing-twelve-months EBITDA by about 20%. As a result, Moody's expects that Keurig will reduce and sustain debt/EBITDA comfortably below 4.0x in fiscal 2017 and beyond. Keurig continues to expand profit margins even in a competitive pricing environment through improvements in operating processes and organizational streamlining. The company also avoided around $250 million in net operating losses and capital investments related to the first-generation Keurig Kold system that the new senior management discontinued shortly after taking the helm. Keurig's debt reduction has been fueled in part by significant working capital reductions, a core element of parent company JAB Holdings' investment thesis. Moody's estimates that these reductions alone will contribute up to $1 billion to the company's operating cash flow this year. RATINGS RATIONALE Keurig's Ba2 Corporate Family Rating reflects the company's expanding base of category-leading Keurig single-cup brewers, which in turn drive sales of high-margin single-serve portion packs that generate the company's earnings and cash flows. The ratings also are supported by the company's moderate financial leverage and a balanced financial policy that has allocated most of free cash flow to debt reduction. These credit strengths are balanced against growing competitive pressures in the single-serve coffee portion pack business that has led to a gradual decline in the company's growth rate and category profit margins. However, as the overall US single serve coffee segment continues to grow, albeit at a slowing rate, Moody's expect that Keurig will continue to maintain over 80% segment market share through its strong portfolio of over 75 owned and licensed coffee bands. This along with ongoing operational improvements should allow Keurig to sustain sales and earnings growth for the foreseeable future. Keurig Green Mountain Ratings upgraded: Corporate Family Rating to Ba2 from Ba3; Probability of Default Rating to Ba3-PD from B1-PD; Senior secured bank credit facilities to Ba2 (LGD3) from Ba3 (LGD3). The rating outlook is stable. Keurig's all-secured debt capitalization consists of approximately $4.8 billion of term loans due in 2021 and 2023 and $300 million drawn under a $500 million revolving credit facility expiring in 2021. The Ba2 senior secured bank debt instrument ratings reflect an above-average mean family recovery estimate of 65% in line with Moody's LGD Methodology and typical treatment for an all-first-lien bank senior secured debt capital structure. The bank facilities are secured by a first priority lien on substantially all of the assets of Keurig and domestic subsidiaries and by 65% of the capital stock of Keurig's non-US subsidiaries (principally, the Canadian operations). The domestic subsidiaries, which are guarantors under the agreement, generate approximately 80% of total revenues and EBITDA. Ratings could be upgraded if Keurig sustains stable operating performance and is likely to sustain debt/EBITDA below 3.0x. Ratings could be downgraded if liquidity erodes significantly and/or Keurig faces deteriorating operational performance such that debt/EBITDA is sustained above 4.0 times. The principal methodology used in these ratings was Global Packaged Goods published in January 2017. Keurig Green Mountain, Inc., based in Waterbury, Vermont, is a manufacturer of Keurig single serve brewing systems and beverages, including specialty coffee, tea and other beverages, in single serve packs for use with its brewers. The company generated annual sales of approximately $4.5 billion. Keurig is wholly-owned by JAB Holding Company S.a.r.l. ("JAB Holding"), which acquired the company in March 2016 for $13.9 billion. JAB Holding (Baa1 negative) is a privately held investment holding company, focused on long-term investments in consumer goods and retail companies with premium brands. JAB's key investments in terms of market value include: Reckitt Benckiser Group Plc (A1 stable), in consumer health and hygiene products; Coty Inc. (Ba1 stable), in fragrances, cosmetics and body care; and Jacobs Douwe Egberts International B.V. (Ba3 positive) in coffee and tea. KSM INTERNATIONAL: Seeks to Hire Berg Hill as Special Counsel ------------------------------------------------------------- KSM International, LLC seeks approval from the U.S. Bankruptcy Court in Colorado to hire Berg Hill Greenleaf & Ruscitti, LLP as special counsel. Berg Hill will provide legal services in connection with a lawsuit involving the Debtor and a certain Debra Wickman in the Boulder County District Court. Giovanni Ruscitti, Esq., the attorney designated to represent the Debtor, will be paid an hourly rate of $400. Mr. Ruscitti disclosed in a court filing that his firm does not hold any interest adverse to the Debtor's bankruptcy estate or any of its creditors. Berg Hill can be reached through: Giovanni Ruscitti, Esq. Berg Hill Greenleaf & Ruscitti, LLP 1525 17th Street Denver, CO 80202 Phone: 303-402-1600 Fax: 303-402-1601 Email: info@bhgrlaw.com About KSM International KSM International, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 16-20499) on October 25, 2016. The petition was signed by Kristin Morelli, manager. The Debtor is represented by Kutner Brinen P.C. Brock and Company CPAs, PC serves as its accountant. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $500,000. KUEHG CORP: S&P Affirms 'B' Rating on 1st Lien Debt Facilities -------------------------------------------------------------- S&P Global Ratings affirmed its 'B' issue-level rating on KUEHG Corp.'s senior secured first-lien debt facilities, which include an $80 million revolving credit facility due 2020 and $887 million outstanding under the term loan due 2022, following the company's proposed $200 million incremental debt issuance. The '3' recovery rating remains unchanged, indicating S&P's expectation for meaningful recovery (50%-70%; lower half of the range) of principal in the event of a payment default. The company will use the add-on proceeds to fully repay the outstanding $200 million second-lien term loan. S&P will withdraw its ratings on the second-lien term loan credit facility following its repayment. RATINGS LIST KUEHG Corp. Corporate Credit Rating B/Stable/-- Ratings Affirmed; Recovery Expectations Revised To From KUEHG Corp. Senior Secured $80 million rev credit fac due 2020 B B Recovery Rating 3L 3H $895 million term loan due 2022 B B Recovery Rating 3L 3H LA PALOMA GENERATING: U.S. Trustee Unable to Appoint Committee -------------------------------------------------------------- An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of La Paloma Generating Company, LLC, et al., as of Jan. 24, according to a court docket. About La Paloma Generating La Paloma Generating Company, LLC, a D.C.-based merchant power generator, and its affiliates La Paloma Acquisition Co, LLC, and CEP La Paloma Operating Company, LLC filed separate Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-12700 to 16-12702) on Dec. 6, 2016. The Hon. Christopher S. Sontchi presides over the cases. The petitions were signed by Niranjan Ravindran, as authorized person. The Debtors are represented by John J. Rapisardi, Esq., and George A. Davis, Esq., at O'Melveny & Myers LLP, as lead bankruptcy counsel; and Mark D. Collins, Esq., Andrew Dean, Esq., and Jason M. Madron, Esq., at Richards, Layton & Finger, P.A., as Delaware counsel. Lawyers at Curtis, Mallet-Prevost, Colt & Mosle LLP serve as conflicts counsel. Jefferies LLC serves as the Debtors' financial advisor and investment banker, while their claims and noticing agent is Epiq Bankruptcy Solutions. Alvarez & Marsal North America, LLC, as financial advisor La Paloma Generating estimated $100 million to $500 million in assets and $500 million to $1 billion in liabilities. LIMITED STORES: U.S. Trustee Forms Five-Member Committee -------------------------------------------------------- Andrew Vara, acting U.S. trustee for Region 3, on Jan. 24 appointed five creditors of Limited Stores Company, LLC, and its debtor-affiliates to serve on the official committee of unsecured creditors. The committee members are: (1) LF Centennial PTE LTD Attn: David Levinson 1359 Broadway No. 18 New York, NY 10018 Tel: (646) 839-7789 (2) LLS Freight aka Mast Logistics Services, Inc. Attn: Timothy Faber 2 Limited Parkway Columbus, Ohio 43230-1445 Tel: (614) 415-7135 (3) Tru Fragrance & Beauty LLC Attn: Brad Wallace 7725 S. Quincy Street Tel: (4630) 563-4125 Fax: (630) 321-0000 (4) Simon Property Group, Inc. Attn: Ronald Tucker 225 W. Washington Street Indianapolis, IN 46204 Tel: (317) 563-2346 Fax: (317) 263-7901 (5) GGP Limited Partnership Attn: Julie Minnick Bowden 110 N. Wacker Drive Chicago, IL 60606 Tel: (312) 960-2707 Fax: (312) 442-6374 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 Limited Stores Limited Stores Company, LLC, Limited Stores, LLC, and The Limited Stores GC, LLC, filed a voluntary petition under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the District of Delaware (Bankr. D. Del. Lead Case No. 17-10124) on Jan. 17, 2017, blaming, among other things, the shift of consumer preference from shopping at brick and mortar stores to online shopping. Limited Stores Company, LLC, Limited Stores, LLC, and The Limited Stores GC, LLC, comprise a multi-channel retailing company operating under the name "The Limited," which specializes in the sale of women's clothing. Founded in 1963 as a single store, the Debtors expanded over the past five decades to become a household name throughout the United States for women's apparel. At its peak, the Debtors operated approximately 750 retail brick and mortar store locations in the United States as well as an e-commerce channel, which was accessible through the Debtors' website at www.TheLimited.com. Klehr Harrison Harvey Branzburg LLP serves as the Debtors' counsel. Guggenheim Securities, LLC, serves as the Debtors' investment banker. RAS Management Advisors, LLC, acts as the Debtors' restructuring advisor. Donlin, Recano & Company, Inc. serves as the Debtors' notice, claims and balloting agent. The Debtor estimated $10 million to $50 million in assets and $100 million to $500 million in liabilities. The petitions were signed by Timothy D. Boates, authorized signatory. LIONBRIDGE TECHNOLOGIES: Moody's Assigns B2 CFR; Outlook Stable --------------------------------------------------------------- Moody's Investors Service assigned Lionbridge Technologies, Inc. the following ratings- B2 Corporate Family Rating ("CFR"), B2-PD Probability of Default Rating ("PDR"), Ba3 to first lien credit facilities (revolving credit facility and first lien term loan), and Caa1 to senior secured second lien term loan. The rating outlook is stable. The proceeds from the new debt issuance will be used to fund the $360 million acquisition of Lionbridge stock by H.I.G. Capital , refinance existing net debt of approximately $79 million, and pay acquisition related fees and other expenses. Issuer: Lionbridge Technologies, Inc. Assignments: -- Corporate Family Rating, Assigned at B2 Probability of Default Rating, Assigned B2-PD $40 Million Senior Secured First Lien Revolving Credit Facility due 2022, Assigned at Ba3 (LGD3) $200 Million Senior Secured First Lien Term Loan due 2024, Assigned at Ba3 (LGD3) $85 Million Senior Secured Second Lien Term Loan due 2025, Assigned at Caa1 (LGD5) -- Outlook, Assigned at Stable RATINGS RATIONALE The B2 CFR reflects Lionbridge's concentrated business profile and moderately high financial leverage. Lionbridge's top four customers represented 37% of total revenue in 2015, with Microsoft representing 15% of total revenue as of the twelve months ended September 30, 2016. While the company has recently announced a number of new contract wins, the risk of contract downsizing or termination at maturity by its large customers represents a key rating constraint. As such, the B2 rating reflects Moody's expectation that Lionbridge will reduce adjusted debt to EBITDA to the mid-4 times level by the end of 2017 and continue to diversify its revenue stream through expansion into new end markets and growing its new, albeit small, OnDemand business (a self-service portal targeting smaller customers or project needs). Moody's expects Lionbridge to generate revenue in excess of $500 million over the next year and use positive free cash flow to support debt reduction. Also supporting the rating is Lionbridge's market leadership in the highly fragmented localization and translation industry, a strong and stable base of recurring customers, and a crowd network business model that supports a variable cost model. Moody's views Lionbridge's long-standing base of Fortune 500 customers and robust crowd network as a key competitive advantage and barrier in the localization and translation industry. While Lionbridge's revenue continues to grow, the company faces a technologically evolving environment, including advanced artificial intelligence translation technology which can change how service is delivered for parts of the translation industry. Moody's considers Lionbridge's liquidity to be adequate, supported by expectations of annual free cash flow of at least $10 million and a fully available and undrawn $40 million senior secured revolver due 2022. The Ba3 rating on the first lien term loan and revolving credit facility reflects both the PDR of B2-PD and the loss given default assessment of LGD3, reflecting the first lien term loan and first lien revolver's senior priority lien over the second lien term loan. The second lien term loan is rated at Caa1 with a loss given default assessment of LGD5 reflecting a subordinate lien on the collateral securing the first lien obligations and the expectation of relatively weak recovery prospects in a distress scenario. The stable rating outlook reflects Moody's expectations for low single digit revenue growth, free cash flow of at least $10 million, and that Lionbridge will continue to slowly diversify into higher margin end markets such as life sciences, legal, and financial services. The ratings could be upgraded if Lionbridge achieves double digit revenue growth and sustains adjusted EBITDA margins above 10%, while maintaining adjusted debt to EBITDA below 3.5 times on a sustained basis. The ratings could be downgraded if adjusted debt to EBITDA is expected to be sustained over 4.5 times, financial policies become more aggressive with debt funded dividend payments or acquisitions, or the company fails to maintain free cash flow to adjusted debt of at least the low single digits. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. Lionbridge Technologies, Inc. is the market leader in the localization and translation industry providing translation, marketing, content management, and testing services to customers worldwide. LSB INDUSTRIES: Amends Revolver Loan Agreement with Wells Fargo --------------------------------------------------------------- LSB Industries, Inc., and each of the Company's subsidiaries entered into a third amended and restated loan and security agreement, with the lenders and Wells Fargo Capital Finance, LLC, as the arranger and administrative agent. The Amendment, which is dated effective as of Jan. 17, 2017, amends and restates the Company's existing working capital revolver. The Company and all of the Company's existing subsidiaries, other than Zena Energy LLC, are co-borrowers under the Working Capital Revolver. The total revolver commitments as of the closing date are equal to $50 million. Interest accrues on outstanding borrowings under the Working Capital Revolver at a rate equal to, at the Company's election, either (a) LIBOR for an interest period selected by the Company plus an applicable margin equal to 1.50% per annum or 1.75% per annum, depending on borrowing availability under the Working Capital Revolver or (b) Wells Fargo's prime rate plus an applicable margin equal to 0.50% per annum or 0.75% per annum, depending on borrowing availability under the Working Capital Revolver. In addition, unused line fees in an amount equal to 0.25% per annum on the average daily balance of the unused revolver commitments under the Working Capital Revolver are payable by the Company, as well as customary fees in respect of letters of credit. Advances under the Working Capital Revolver are based on specified percentages of eligible accounts receivable and inventories. The Working Capital Revolver provides for a subfacility for the issuances of up to letters of credit in an aggregate amount not to exceed to $10 million, with the outstanding amount of any such letters of credit reducing availability for borrowings under the Working Capital Revolver. The maturity date of the Working Capital Revolver is Jan. 17, 2022, with a springing earlier maturity date that is 90 days prior to the maturity date of the Company's existing senior notes, to the extent the Senior Notes are not refinanced or repaid prior to the Springing Maturity Date. The Working Capital Revolver does not include any amortization, and all borrowings under the Working Capital Revolver are due on the relevant maturity date. The Amendment also provides for a springing financial covenant, which requires that, if the borrowing availability is less than or equal to the greater of 10.0% of the total revolver commitments and $5 million, then the borrowers must maintain (a) with respect to relevant periods ending on or prior to Sept. 30, 2017, a minimum EBITDA in the amount set forth in the Amendment and (b) with respect to relevant periods ending after Sept. 30, 2017, a minimum fixed charge coverage ratio of not less than 1.00:1.00. The Financial Covenant, if triggered, is tested monthly. The Amendment includes other customary representations and warranties, affirmative covenants, negative covenants and events of default. Upon the occurrence of events of default, the obligations under the Working Capital Revolver may be accelerated and the revolver commitments may be terminated. Obligations under the Working Capital Revolver are secured by a first priority security interest in substantially all of the borrowers' current assets, including accounts receivable and inventory, with exceptions set forth in the Amendment and related loan documents. About LSB Industries, Inc. Oklahoma City-based LSB Industries, Inc. (NYSE:LXU) and its subsidiaries are involved in manufacturing and marketing operations. LSB is primarily engaged in the manufacture and sale of chemical products and the manufacture and sale of water source and geothermal heat pumps and air handling products. LSB reported a net loss attributable to common stockholders of $38.03 million in 2015, net income attributable to common stockholders of $19.33 million in 2014 and net income attributable to common stockholders of $54.66 million in 2013. As of Sept. 30, 2016, LSB had $1.38 billion in total assets, $727.61 million in total liabilities and $137.98 million in redeemable preferred stock, and $520 million in total stockholders' equity. * * * In October 2016, S&P Global Ratings lowered its rating on LSB Industries to 'CCC' from 'B-'. "Despite using the climate control business sale proceeds to repay some debt, the company's metrics have weakened due to plant operational issues and a depressed pricing environment, which have led to depressed EBITDA expectations," said S&P Global Ratings credit analyst Allison Schroeder. In November 2016, Moody's Investors Service downgraded LSB's corporate family rating (CFR) to 'Caa1' from 'B3', its probability of default rating to 'Caa1-PD' from 'B3-PD', and the $375 million guaranteed senior secured notes to 'Caa1' from 'B3'. LSB's Caa1 CFR rating reflects Moody's expectations that the combined uncertainty over operational reliability and the compressed margins, resulting from the low nitrogen fertilizer pricing environment, could result in continued weak financial metrics for a protracted period. LUKE'S LOCKER: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: Luke's Locker Incorporated aka Luke's Locker aka Luke's 5717 Legacy Road, Suite 180 Plano, TX 75024 Case No.: 17-40126 Chapter 11 Petition Date: January 24, 2017 Court: United States Bankruptcy Court Eastern District of Texas (Sherman) Judge: Hon. Brenda T. Rhoades Debtor's Counsel: Melissa S. Hayward, Esq. FRANKLIN HAYWARD LLP 10501 N. Central Expry, Ste. 106 Dallas, TX 75231 Tel: 972-755-7104 Fax: 972-755-7114 E-mail: MHayward@franklinhayward.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Matthew Lucas, president and CEO. The Debtor did not include a list of its largest unsecured creditors when it filed the petition. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/txeb17-40126.pdf LUTER ENTERPRISES: Hearing on Disclosures Set for March 2 --------------------------------------------------------- The Hon. Paul M. Glenn of the U.S. Bankruptcy Court for the Middle District of Florida will hold on March 2, 2017, at 9:30 a.m. a hearing to consider the approval of Luter Enterprises, LLC's disclosure statement referring to the Debtor's plan of reorganization. Objections to the Disclosure Statement must be filed seven days before the hearing. Headquartered in Jacksonville, Florida, Luter Enterprises, LLC -- aka Studio City, Gump Sport Photography, Photo Solutions Marketplace, Spotlight Photographics, Studiostyles.net, and Graphic Authority -- filed for Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No. 15-01963) on April 29, 2015, estimating its assets and liabilities at between $1 million and $10 million each. The petition was signed by Michael A. Luter, managing member. Robert A Heekin, Jr., Esq., at Thames Markey And Heekin, PA, serves as the Debtor's bankruptcy counsel. MEMORIAL PRODUCTION: Receives Delisting Notice from NASDAQ ---------------------------------------------------------- Memorial Production Partners LP received a letter from the Listing Qualifications Department of The NASDAQ Stock Market LLC on Jan. 17, 2017, notifying the Partnership that as a result of the Chapter 11 cases, and in accordance with NASDAQ Listing Rules 5101, 5110(b) and IM-5101-1, NASDAQ has determined that the Partnership's common units representing limited partner interests will be delisted from The NASDAQ Stock Market. Accordingly, unless the Partnership requests an appeal of this determination, trading of the common units will be suspended at the opening of business on Jan. 26, 2017, and a Form 25-NSE will be filed with the Securities and Exchange Commission, which will remove the Partnership's securities from listing and registration on The Nasdaq Stock Market. As disclosed on Dec. 19, 2016, the common units had also previously fallen below the NASDAQ's continued listing standard in NASDAQ Listing Rule 5450(a)(1) requiring listed companies to maintain an average closing price per share of not less than $1.00 over a consecutive 30 trading-day period. The Partnership currently intends to request an appeal of this determination. About Memorial Production Memorial Production Partners LP, et al., operate an energy business focused on the acquisition, development, exploitation, and production of oil and natural gas properties. Memorial Production has leasehold working interests in approximately 2,433 producing oil and gas wells and owned interests in approximately 399,000 gross acres. It employs approximately 291 individuals. The Company maintains operational control over approximately 96% of their proved reserves. On Jan. 16, 2017, Memorial Production and 14 of its subsidiaries voluntarily filed petitions under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 17-30248), with a Chapter 11 plan of reorganization that returns 100 cents on the dollar to general unsecured creditors. The Chapter 11 cases are assigned to Judge Jeff Bohm. The Debtors engaged Weil, Gotshal & Manges LLP as counsel, Perella Weinberg Partners LP as investment banker, Alixpartners, LLP as restructuring advisor and Rust Consulting/Omni Bankruptcy as claims, noticing and solicitation agent. MEMORIAL PRODUCTION: Taps Rust Omni as Claims Noticing Agent ------------------------------------------------------------ Memorial Production Partners LP, et al., seek authorization from the U.S. Bankruptcy Court for the Southern District of Texas to employ Rust Consulting/Omni Bankruptcy as claims, noticing, and solicitation agent, effective January 17, 2017 petition date. The Debtors require Rust Omni to: (a) assist the Debtors with the preparation and distribution of all required notices and documents in accordance with the Bankruptcy Code and the Bankruptcy Rules in the form and manner directed by the Debtors or the Court, including, without limitation: (a) notices of objections to claims and objections to transfers of claims, (b) notices of any hearings on a disclosure statement and confirmation of any plan or plans of reorganization, including under Bankruptcy Rule 3017(d), (b) notice of the effective date of any plan, and (d) all other notices, orders, pleadings, publications and other documents as the Debtors, Court, or Clerk may deem necessary or appropriate for an orderly administration of these chapter 11 cases, including through email or other electronic means; (b) if necessary, maintain an official copy of the Debtors' schedules of assets and liabilities and statements of financial affairs (collectively, the "Schedules"), listing the Debtors' known creditors and the amounts owed thereto; (c) if necessary, maintain, update, and make available upon request by a party-in-interest or the Clerk (a) a list of all potential creditors, equity holders and other parties-in-interest and (b) a "core" mailing list consisting of all parties described in Bankruptcy Rule 2002(i), (j), and (k) and those parties that have filed a notice of appearance pursuant to Bankruptcy Rule 9010; update and make said lists available upon request by a party-in-interest or the Clerk; (d) identify and correct any incomplete or incorrect addresses in any mailing or service lists; (e) monitor the Court's docket for all notices of appearance, address changes, and claims-related pleadings and orders filed and make necessary notations on or changes to Rust Omni's unofficial claims register and any service or mailing lists, including to identify and eliminate duplicative names and addresses from such lists; (f) if necessary, furnish a notice to all potential creditors of the last date for filing proofs of claim and a form for filing a proof of claim, after such notice and form are approved by the Court, and notify said potential creditors of the existence, amount and classification of their respective claims as set forth in the Schedules, which may be effected by inclusion of such information on a customized proof of claim form provided to potential creditors; (g) maintain a post office box or address for the purpose of receiving returned mail, and process all mail received; (h) for all notices, motions, orders or other pleadings or documents served, prepare and file or cause to be filed with the Clerk an affidavit or certificate of service no more frequently than every seven days that includes (a) either a copy of the notice(s) served or the docket numbers and titles of the pleadings served for the preceding seven days, (b) a list of persons to whom it was mailed with their addresses, (c) the manner of service, and (d) the date served; (i) forward all claims received by Rust Omni that were not filed with the Clerk at least weekly; (j) assist in the dissemination of information to the public and respond to requests for administrative information regarding these chapter 11 cases as directed by the Debtors or the Court, including through the use of a case website or call center; (k) monitor the Court's docket in these chapter 11 cases and, when filings are made in error or containing errors, alert the filing party of such error and work with them to correct any such error; (l) assist the Debtors with plan-solicitation services including: (a) balloting, (b) distribution of applicable solicitation materials, (c) tabulation and calculation of votes, (d) determining with respect to each ballot cast, its timeliness and its compliance with the Bankruptcy Code, Bankruptcy Rules, and procedures ordered by this Court; (e) preparing an official ballot certification and testifying, if necessary, in support of the ballot tabulation results; and (f) in connection with the foregoing services, process requests for documents from parties in interest, including, if applicable, brokerage firms, bank back-offices and institutional holders; (m) provide such other processing, solicitation, balloting and other administrative services described in the Engagement Agreement that may be requested from time to time by the Debtors, the Court or the Clerk; (n) if necessary, assist with the preparation of the Debtors' schedules of assets and liabilities and statements of financial affairs and gather data in conjunction therewith; (o) if necessary, provide a confidential data room; and (p) if necessary, manage and coordinate any distributions pursuant to a chapter 11 plan. Rust Omni will be paid at these hourly rates: Clerical Support $20 Project Specialists $45 Project Supervisors $65 Consultants $80 Technology/Programming $90 Senior Consultants $125 In addition, Rust Omni agreed to reduce, by up to $25,000, its overall bill for services rendered on behalf of the Companies pursuant to 28 U.S.C. section 156(c). For all services rendered, Rust Omni required a $25,000 deposit. Rust Omni will also be reimbursed for reasonable out-of-pocket expenses incurred. Paul H. Deutch, executive managing director of Rust Omni, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Rust Omni can be reached at: Paul H. Deutch RUST CONSULTING/OMNI BANKRUPTCY 1120 Avenue of the Americas, 4th Floor New York, NY 10036 Tel: (212) 302-3580 Fax: (212) 302-3820 About Memorial Production Partners LP Memorial Production Partners LP -- http://www.memorialpp.com/-- is a publicly traded partnership engaged in the acquisition, production and development of oil and natural gas properties in the United States. MEMP's properties consist of mature, legacy oil and natural gas fields. MEMP is headquartered in Houston, Texas. Memorial Production Finance Corporation filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 17-30248) on January 16, 2017. The Debtors are represented by Alfredo R. Perez, Esq., at Weil, Gotshal & Manges LLP, in Houston, Texas; and Gary T. Holtzer, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, New York. The Debtors' financial advisor is Perella Weinberg Partners LP. The Debtors' Restructuring Advisor is Alixpartners, LLP. The Debtors' claims, noticing, and solicitation agent is Rust Consulting/Omni Bankruptcy. At the time of filing, the Debtors had estimated assets of $1 billion to $10 billion and estimated debts of $1 billion to $10 billion. MIDDLE GEORGIA CENTER: Hires Boyer Law as Attorneys --------------------------------------------------- Middle Georgia Center for Cosmetic Dentistry, PC seeks authorization from the U.S. Bankruptcy Court for the Middle District of Georgia to employ Boyer Law Firm, LLC as attorneys. The Debtor requires Boyer Law to: (a) give the Debtor legal advice with respect ot its powers and duties as Debtor-in-Possession in the continued operation of its business and management of its property; (b) prepare on behalf of the Debtor, as Debtor-in-Possession, necessary applications, answers, reports, and other legal papers; (c) prepare motions, pleadings, and applications, and to conduct examinations incidental to the administration of the Debtor's estate; (d) take any and all necessary action instant to the proper preservation and administration of the estate; (e) assist the Debtor-in-Possession with the preparation and filing of a Statement of Financial Affairs and Schedules and Lists as are appropriate; (f) take whatever action is necessary with reference to the use by the Debtor of its property pledged as collateral, including cash collateral, to preserve the same for the benefit of the Debtor; (g) assert, as directed by the Debtor, all claims the Debtor has against others; and (h) perform all other legal services for the Debtor which may be necessary; and it is necessary for the Debtor-in- Possession to employ attorneys for such professional services. Wesley J. Boyer will represent the Debtor at an hourly rate of $340 per hour. Boyer Law will also be reimbursed for reasonable out-of-pocket expenses incurred. The Debtor paid a prepetition advance deposit of $1,717, and $1,717 was applied to prepetition expenses. Wesley J. Boyer, member of Boyer Law, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estate. Boyer Law can be reached at: Wesley J. Boyer, Esq. BOYER LAW FIRM, LLC 348 Cotton Avenue, Suite 200 Macon, GA 31201 Tel: (478) 742-6481 E-mail: Wes@WesleyJBoyer.com Middle Georgia Center for Cosmetic Dentistry, P.C., based in Warner, Ga., filed a Chapter 11 petition (Bankr. M.D. Ga. Case No. 16-52588) on December 16, 2016. Wesley J. Boyer, Esq., at Boyer Law Firm, LLC, serves as bankruptcy counsel. In its petition, the Debtor estimated $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. The petition was signed by Curtis O. Hayslip, president. A list of the Debtor's six unsecured creditors is available for free at http://bankrupt.com/misc/gamb16-52588.pdf MISSION NEWENERGY: Had A$549,000 in Cash at Dec. 31 --------------------------------------------------- Mission NewEnergy Limited filed with the U.S. Securities and Exchange Commission its quarterly report for entities subject to Listing Rule 4.7B for the period ended Dec. 31, 2016. As the beginning of the quarter, the Company had A$824,000 in cash. The Company reported net cash used in operating activities of (A$276,000). As a result, Mission NewEnergy had A$549,000 in cash at the end of the quarter. A full-text copy of the Quarterly Report is available for free at: https://is.gd/jVXH25 About Mission NewEnergy Mission NewEnergy Limited is an Australia-based renewable energy company. The Company operates a biodiesel plant in Malaysia. The Company's segments include Biodiesel Refining and Corporate. The Company owns an interest in a biodiesel refinery in Malaysia, which has a nameplate capacity of approximately 250,000 tons per year. The Company's subsidiaries include Mission Biofuels Sdn Bhd and M2 Capital Sdn Bhd. Mission reported a net loss of A$2.33 million on A$41,960 of total revenue for the fiscal year ended June 30, 2016, compared with net income A$28.36 million on A$7.27 million of total revenue for the fiscal year ended June 30, 2015. At June 30, 2016, the Company had total assets of A$6.17 million, total liabilities of A$1.40 million, all current, and A$4.76 million in total stockholders' equity. BDO Audit (WA) Pty. Ltd. issued a "going concern" qualification on the consolidated financial statements for the fiscal year ended June 30, 2016, stating that the consolidated entity has suffered recurring losses from operations that raises substantial doubt about its ability to continue as a going concern. MONAKER GROUP: Incurs $2.24 Million Net Loss in Third Quarter ------------------------------------------------------------- Monaker Group, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $2.24 million on $101,477 of total revenues for the three months ended Nov. 30, 2016, compared with a net loss of $1.01 million on $21,717 of total revenues for the three months ended Nov. 30, 2015. For the nine months ended Nov. 30, 2016, the Company reported a net loss of $4.27 million on $373,346 of total revenues compared with a net loss of $4.91 million on $507,077 of total revenues for the nine months ended Nov. 30, 2015. As of Nov. 30, 2016, Monaker Group had $2.54 million in total assets, $2.84 million in total liabilities and a total stockholders' deficit of $306,327. As of Nov. 30, 2016, and Feb. 29, 2016, the Company had an accumulated deficit of $97.84 million and $93.56 million, respectively. As of Nov. 30, 2016, the Company had a working capital deficit of $1.952 million, and for the nine months ended November 30, 2016, had a net loss of $4.279 million and cash used in operations of $2.870 million. "We have very limited financial resources. We currently have a monthly cash requirement of approximately $350,000, exclusive of capital expenditures. We will need to raise substantial additional capital to support the on-going operation and increased market penetration of our products including the development of national advertising relationships, increases in operating costs resulting from additional staff and office space until such time as we generate revenues sufficient to support our operations. We believe that in the aggregate, we would require several millions of dollars to support and expand the marketing and development of our travel products, repay debt obligations, provide capital expenditures for additional equipment and development costs, payment obligations, office space and systems for managing the business, and cover other operating costs until our planned revenue streams from travel products are fully-implemented and begin to offset our operating costs. Our failure to obtain additional capital to finance our working capital needs on acceptable terms, or at all, will negatively impact our business, financial condition and liquidity. As of November 30, 2016 and February 29, 2016, we had $2,847,484 and $3,035,694, respectively, of current liabilities. These conditions raise substantial doubt of our ability to continue as a going concern," the Company stated in the report. A full-text copy of the Form 10-Q is available for free at: https://is.gd/ZnbNyM About Monaker Group Monaker Group, Inc. (OTCMKTS: MKGI), formerly known as Next 1 Interactive, Inc., is a digital media marketing company focusing on lifestyle enrichment for consumers in the travel, home and employment sectors. Core to its marketing services are key elements including proprietary video-centered technology and established partnerships that enhance its reach. Video is quickly becoming consumer's preferred method of searching and educating themselves prior to purchases. Monaker's video creation technology and film libraries combine to create lifestyle video offerings that can be shared both to its customers and through trusted distribution systems of its major partners. The end result is better engagement with consumers who gain in-depth information on related products and services helping to both inform and fulfill purchases. Unlike traditional marketing companies that simply charge for advertising creation, Monaker holds licenses and/or expertise in the travel, real estate and employment sectors allowing it to capture fees at the point of purchase while the majority of transactions are handled by Monaker's partners. This should allow the company to capture greater revenues while eliminating much of the typical overhead associated with fulfillment. Monaker core holdings include Maupintour, NameYourFee.com, RealBiz Media Group - helping it to deliver marketing solutions to consumers at home, work and play. Monaker Group reported a net loss of $4.55 million on $544,700 of total revenues for the year ended Feb. 29, 2016, compared to a net loss of $2.98 million on $1.09 million of total revenues for the year ended Feb. 28, 2015. LBB & Associates Ltd., LLP, in Houston, Texas, in its report on the consolidated financial statements for the year ended Feb. 29, 2016, raised substantial doubt about the Company's ability to continue as a going concern. MULTI PACKAGING SOLUTIONS: Moody's Reviews B1 CFR for Upgrade ------------------------------------------------------------- Moody's Investors Service placed the B1 Corporate Family Rating and B1-PD Probability of Default Rating of Multi Packaging Solutions Limited under review for upgrade following the announcement by WestRock Company (Baa2 stable) that it reached a definitive agreement to acquire MPS for $2.28 billion including the assumption of an estimated $873 million of MPS' net debt. Moody's also placed the B1 rating on MPS' senior secured credit facilities under review for upgrade. The SGL-2 speculative grade liquidity rating is unchanged. Moody's placed the following ratings under review for upgrade: Multi Packaging Solutions Limited B1 Corporate Family Rating B1-PD Probability of Default Rating All B1/LGD3 Senior Secured Credit Facilities Outlook, changed to Rating under Review from Stable SGL-2 Speculative Grade Liquidity remains unchanged RATINGS RATIONALE The review follows WestRock's announcement that it reached a definitive agreement to acquire all of the outstanding shares of MPS for $18 per share in cash and the assumption of an estimated $873 million in net debt. The review for upgrade reflects expectations that acquisition by WestRock will improve MPS' credit profile, as the debt will be assumed by WestRock, a leading integrated manufacturer of corrugated and consumer packaging. The review will focus on the consummation of the transaction as well as the ultimate capital structure of MPS post acquisition. WestRock announced that transaction will be financed through a combination of cash on hand and existing credit facilities. WestRock stated that it expects to refinance existing MPS debt assumed as part of the transaction upon closing. The transaction is subject to shareholder and regulatory approval, however, two largest shareholders of MPS, The Carlyle Group and Madison Dearborn Partners, have agreed to vote all of their shares in favor of the transaction. WestRock expects the transaction to close in the second quarter of 2017. If the acquisition is consummated as disclosed and all MPS debt is repaid Moody's will withdraw MPS' ratings. The acquisition is beneficial for WestRock as it allows the company to increase its forward integration into paperboard, expand product offerings and end markets and generate moderate synergies. MPS is one of the largest non-integrated converters of bleached paperboard, using approximately 225,000 tons of paperboard each year. The acquisition will create opportunities to integrate between 35% and 45% of this consumption, according to WestRock. In total, these opportunities are expected to generate $85 million in run-rate synergies by the end of fiscal 2019, according to WestRock. The principal methodology used in these ratings was Global Paper and Forest Products Industry published in October 2013. Multi Packaging Solutions Limited, through its main operating subsidiaries in the US and Europe, is a global provider of consumer packaging products and solutions to the consumer, health care, and multi-media markets. Following the IPO and secondary offering, equity sponsors The Carlyle Group and Madison Dearborn Partners, Inc own a combined 55% of the company's shares. Revenue for the twelve months ended September 30, 2016 totaled $1.6 billion. NET ELEMENT: Directs SOUSA Holdings to Buy 240,964 shares --------------------------------------------------------- Net Element, Inc., opted to present ESOUSA Holdings, LLC, a New York limited liability company, with a purchase notice directing ESOUSA to purchase 240,964 shares of the Company's common stock for the aggregate purchase price of $200,000 (or $0.83 per share) pursuant to the Common Stock Purchase Agreement with ESOUSA. The SPA and its terms were disclosed in the Company's Current Report on Form 8-K filed on July 12, 2016. Such shares of common stock of the Company were issued to ESOUSA under an exemption from the registration requirements of the Securities Act of 1933, as amended, in reliance upon Section 4(a)(2) of the Securities Act. About Net Element Miami, Fla.-based Net Element International, Inc., formerly Net Element, Inc., currently operates several online media Web sites in the film, auto racing and emerging music talent markets. Net Element reported a net loss of $13.3 million on $40.2 million of total revenues for the year ended Dec. 31, 2015, compared to a net loss of $10.2 million on $21.4 million of total revenues for the year ended Dec. 31, 2014. As of Sept. 30, 2016, Net Element had $23.39 million in total assets, $16.82 million in total liabilities and $6.56 million in total stockholders' equity. Daszkal Bolton LLP, in Fort Lauderdale, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has sustained recurring losses from operations and has working capital and accumulated deficits that raise substantial doubt about its ability to continue as a going concern. NEW MILLENNIUM: S&P Lowers Rating on 2015A/B Bonds to 'CCC+' ------------------------------------------------------------ S&P Global Ratings lowered its long-term rating on the city of Columbus, Minn.'s series 2015A and 2015B charter school lease revenue bonds, issued on behalf of New Millennium Academy (NMA), to 'CCC+' from 'BB-'. S&P Global Ratings also removed the rating from CreditWatch with negative implications where it was placed on Oct. 17, 2016. The outlook is negative. "We placed the rating on CreditWatch with negative implications pending the conclusion of a third party investigation into allegations that NMA violated Minnesota law," said S&P Global Ratings credit analyst Melissa Brown. As S&P noted in its previous report, beginning June 1, 2016, Friends of Education (FOE), the school's authorizer, issued three notices of concern to NMA related to the multiple claims of illegality, which included staff terminations that were discriminatory or retaliatory in nature, impermissible board member relationships, and board meetings being held without public notice. In addition, FOE reported that the school intentionally misled the authorizer in its correspondence. Subsequently, FOE required the school to retain a third party investigator to make a determination as to the validity of the allegations and required the school to remedy any concerns. "Since our most recent review, the investigation concluded with the determination that NMA had committed multiple violations under Minnesota law," Ms. Brown added. On Dec. 16, 2016, FOE filed a notice of intent to terminate NMA's charter. In accordance with S&P Global Ratings' criteria, the 'CCC+' rating and negative outlook reflects the rating service's view that there is greater than a one in two likelihood of default given the severity of the allegations, multiple notices of concern, conclusion of the third party investigation, and the resulting notice of intent to terminate the school's charter. "In our view, NMA is vulnerable to nonpayment and is dependent upon the maintenance of its charter contract to meet its financial commitments," Ms. Brown said. NORTEL NETWORKS: U.S. Trustee Forms Three-Member Committee ---------------------------------------------------------- Andrew Vara, acting U.S. trustee for Region 3, on Jan. 24 filed an amended notice of appointment of three creditors of Nortel Networks Inc., et al., to serve on the official committee of unsecured creditors. The committee members are: (1) The Bank of New York Mellon Attn: Martin Feig, V.P. 101 Barclay Street – 8 West New York, NY 10286 Tel: (212) 815-5383 Fax: (732) 667-4756 (2) Pension Benefit Guaranty Corporation Attn: Jennifer Messina 1200 K Street, N.W. Washington, DC 20005 Tel: (202) 326-4000 ext. 3209 Fax: (202) 842-2643 (3) Delaware Trust Company Attn: Sandra Horwitz 2711 Centreville Road Wilmington, DE 19808 Tel: (302) 636-5860 Fax: (302) 636-8666 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 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. NORTEL NETWORKS: Wins Confirmation of Liquidation Plan ------------------------------------------------------ Matt Chiappardi, writing for Bankruptcy Law360, reported that Nortel Networks Inc. won confirmation of its Chapter 11 plan in both Canada and the Delaware bankruptcy court on Jan. 24, eight years after the telecom filed for bankruptcy protection, capping off a lengthy saga that included an unprecedented international dispute over how to divide $7 billion in asset sale proceeds. U.S. Bankruptcy Judge Kevin Gross and Justice Frank Newbould of the Ontario Superior Court confirmed the liquidation plan for the Nortel during simultaneous hearings in both Wilmington and Toronto that were connected via video link. In a separate report, Mr. Chiappardi said "an unusually tense and dramatic exchange" occurred between Judge Gross and federal bankruptcy watchdog attorney Mark Kenney during oral arguments at the confirmation hearing, which resulted in the judge threatening to remove Mr. Kenney from the podium by force. The brief incident, according to the report, occurred while Mr. Kenney was arguing the U.S. Trustee's Office's objection to the exculpation provisions in Nortel's Chapter 11 plan. Vidya Kauri, writing for Bankruptcy Law360, reported that the Iowa Department of Revenue and a U.S. Trustee filed separate objections early January to the Company's Chapter 11 plan, saying the plan does not provide for the full payment of tax liabilities and that it improperly includes nondebtor third parties. The Iowa Department of Revenue told the Delaware court that Nortel Networks has not filed any tax returns in the state for 2013, 2014 or 2015. Jeff Montgomery at Bankruptcy Law360 reported that in advance of the confirmation hearing, a consortium of Nortel Networks' suppliers and other creditors has agreed to a $153.6 million trade creditor claim in partial settlement of the group's objections to the Company's Chapter 11 plan. The Nortel Trade Creditor Consortium's attorneys filed the proposal Sunday, after a series of endorsements and settlement disclosures by other groups last week. Bryan Koenig, who also writes for Bankruptcy Law360, reported that Nortel Networks received a bevy of support in Delaware bankruptcy court in pushing for Plan confirmation. The Company said last week the Plan had few objectors and is the "best and only" way to resolve its bankruptcy. The official committee of unsecured creditors, indenture trustee Bank of New York Mellon and an ad hoc group of bondholders all voiced support for the plan and the settlement and plan support agreement, or SPSA. Early this month, the Company settled objections to its Chapter 11 plan from software company SNMP Research International Inc., according to a report by Mr. Chiappardi. The report said Nortel and SNMP have been embroiled in a dispute since at least 2011 over intellectual property and trade secrets. Nortel also obtained approval from the Delaware court of its settlement with the Pension Benefit Guaranty Corp., according to a report by Mr. Montgomery. The Bankruptcy Law360 report noted that the deal headed off a threatened court battle over a $708 million claim and averting a new delay in the case. Under the deal, the PBGC agreed to a $624 million general unsecured claim which is subject to a $565 million cap. Nortel Networks told the Delaware court in December that the proposed settlement marked a "material compromise" that will put the fallen telecommunications giant on a path to exit Chapter 11, according to a report by Pete Brush at Bankruptcy Law360. 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. 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. NORTHERN OIL: Elliott Associates Holds 6.9% Stake as of Jan. 10 --------------------------------------------------------------- In a Schedule 13G filed with the Securities and Exchange Commission, Elliott Associates, L.P., Elliott International, L.P., and Elliott International Capital Advisors Inc. disclosed that they beneficially own an aggregate of 4,329,733 shares of Common Stock of Northern Oil and Gas, Inc., as of Jan. 10, 2017, representing 6.9 percent of the shares outstanding. A full-text copy of the regulatory filing is available for free at: https://is.gd/u8OAZ6 About Northern Oil Northern Oil and Gas, Inc. -- http://www.NorthernOil.com/-- is an exploration and production company with a core area of focus in the Williston Basin Bakken and Three Forks play in North Dakota and Montana. Northern Oil reported a net loss of $975 million in 2015 following net income of $164 million in 2014. As of Sept. 30, 2016, Northern Oil had $410.4 million in total assets, $886.4 million in total liabilities, and a total stockholders' deficit of $476.1 million. * * * As reported by the TCR on Sept. 1, 2016, S&P Global Ratings lowered its corporate credit rating on U.S.-based oil and gas E&P company Northern Oil and Gas Inc. to 'CCC' from 'CCC+'. The outlook is negative. "The downgrade follows the announcement by the company that it has retained financial advisors Tudor, Pickering, Holt & Co. to help it review strategic alternatives," said S&P Global Ratings credit analyst Brian Garcia. "We believe this increases the likelihood the company could engage in a transaction we would view as a distressed exchange, where holders of the company's unsecured debt could receive less than the promised value," he added. As reported by the TCR on March 24, 2016, Moody's Investors Service downgraded Northern Oil and Gas, Inc's Corporate Family Rating to Caa2 from B3, Probability of Default Rating to Caa2-PD from B3-PD, and the ratings on its senior unsecured notes to Caa3 from Caa1. At the same time, Moody's lowered the Speculative Grade Liquidity (SGL) rating to SGL-4 from SGL-3. This concludes the ratings review commenced on Jan. 21, 2016. The ratings outlook is negative. "Weak oil and natural gas prices will diminish NOG's cash flows in 2017, when it no longer benefits from commodity price hedges," stated James Wilkins, a Moody's vice president. "Leverage will increase sharply and credit metrics will deteriorate." Northern Oil carries a 'Caa2' corporate family rating from Moody's Investors Service. NORTHSTAR OFFSHORE: Committee Taps DLA Piper as Counsel ------------------------------------------------------- The Official Committee of Unsecured Creditors of Northstar Offshore Group, LLC, seeks approval from U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, to retain DLA Piper LLP as counsel. Services to be provided by DLA Piper are: (a) participate in in-person and telephonic meetings of the Committee and any subcommittees formed thereby, and otherwise advise the Committee with respect to its rights, powers and duties in the Chapter 11 Case; (b) assist and advise the Committee in its consultations, meetings and negotiations with the Debtor and all other parties in interest regarding the administration of the Chapter 11 Case; (c) assist the Committee in analyzing the claims asserted against and interests asserted in the Debtor, in negotiating with the holders of such claims and interests, and in bringing, participating in, or advising the Committee with respect to contested matters and adversary proceedings, including objections or estimation proceedings, with respect to such claims or interests; (d) assist with the Committee's review of the Debtor's Schedules of Assets and Liabilities, Statements of Financial Affairs and other financial reports prepared by the Debtor, and the Committee's investigation of the acts, conduct, assets, liabilities and financial condition of the Debtor and of the historic and ongoing operation of its businesses; (e) assist the Committee in its analysis of, and negotiations with, the Debtor or any third party related to, among other things, financings, use, sale or leasing of the Debtor's assets, including asset disposition transactions, compromises of controversies, assumption or rejection of executory contracts and unexpired leases, and matters affecting the automatic stay; (f) assist the Committee in its analysis of, and negotiations with, the Debtor or any third party related to, the negotiation, formulation, confirmation and implementation of a chapter 11 plan for the Debtor, and all pleadings, agreements and documentation related thereto; (g) assist and advise the Committee with respect to its communications with the general creditor body regarding significant matters in the Chapter 11 Case; (h) represent the Committee at all hearings and other proceedings before the Court and such other courts or tribunals, as appropriate; (i) review and analyze all complaints, motions, applications, orders and other pleadings filed with the Court, and advise the Committee with respect to its position thereon and the filing of any response thereto; (j) assist the Committee in preparing pleadings and applications, and pursuing or participating in adversary proceedings, contested matters and administrative proceedings as may be necessary or appropriate in furtherance of the Committee's interests and objectives; and (k) perform such other legal services as may be necessary or as may be requested by the Committee in accordance with the Committee's powers and duties as set forth in the Bankruptcy Code. Vincent Slusher, a partner in DLA's Restructuring Group, attests that his firm is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code, and does not hold or represent any interest adverse to the Committee with respect to the matters upon which it is to be employed. At present, the standard hourly rates charged by DLA for those attorneys and professionals who are likely to be most active on this matter range from $740 for partners, $350 to $600 for associates, and $260 for paraprofessionals. However, the Committee and DLA have agreed that DLA will limit its fees to a maximum blended rate of $610 per hour. The Firm can be reached through: Vincent P. Slusher, Esq. DLA PIPER, LLC 1717 Main Street, Suite 4600 Dallas, TX 75201-4629 Telephone: (214) 743-4500 Facsimile: (214) 743-4545 Email: vincent.slusher@dlapiper.com About Northstar Offshore Group Northstar Offshore Group, LLC is an independent oil and gas exploration and production company that focuses on acquisition and recompletion, development drilling, and low-risk exploration in the waters of the Gulf of Mexico. Three creditors filed an involuntary Chapter 11 petition against Northstar Offshore Group on August 12, 2016. The petitioning creditors are Montco Oilfield Contractors, LLC, Alliance Offshore, LLC, and Alliance Energy Services, LLC. The creditors are represented by DLA Piper (US) LLP. On December 2, 2016, the Debtor agreed to convert the involuntary case to a voluntary case by filing a voluntary Chapter 11 petition (Bankr. S. D. Texas Case No. 16-34028). The Office of the U.S. Trustee on Dec. 19 appointed five creditors of Northstar Offshore Group, LLC, to serve on the official committee of unsecured creditors. NORTHSTAR OFFSHORE: Committee Taps FTI as Financial Advisor ----------------------------------------------------------- The Official Committee of Unsecured Creditors of Northstar Offshore Group, LLC, seeks approval from U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, to retain FTI Consulting, Inc as financial advisor to the Committee. Pursuant to the Application, FTI will provide financial and operational advice to the Committee in connection with the chapter 11 case and will perform bankruptcy and restructuring related consulting services as reasonably requested and consistent with the engagement objectives and scope including, without limitation, providing support, analysis and advice to the Committee, its counsel and any other professionals that the Committee may retain. The hourly rates currently charged by FTI are: Per Hour (USD) Senior Managing Directors $840 – 1,050 Directors/Senior Directors/Managing Directors 630 – 835 Consultants/Senior Consultants 335 – 605 Administrative/Paraprofessionals/Associates 135 – 265 Conor P. Tully, Senior Managing Director with FTI Consulting, Inc, attests that his firm is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code. The Firm can be reached through: Conor P. Tully FTI CONSULTING, INC 1101 K Street NW, Suite B100 Washington, DC 20005 Tel: +1 202 312 9100 Fax: +1 202 312 9101 About Northstar Offshore Group Northstar Offshore Group, LLC is an independent oil and gas exploration and production company that focuses on acquisition and recompletion, development drilling, and low-risk exploration in the waters of the Gulf of Mexico. Three creditors filed an involuntary Chapter 11 petition against Northstar Offshore Group on August 12, 2016. The petitioning creditors are Montco Oilfield Contractors, LLC, Alliance Offshore, LLC, and Alliance Energy Services, LLC. The creditors are represented by DLA Piper (US) LLP. On December 2, 2016, the Debtor agreed to convert the involuntary case to a voluntary case by filing a voluntary Chapter 11 petition (Bankr. S. D. Texas Case No. 16-34028). The Office of the U.S. Trustee on Dec. 19 appointed five creditors of Northstar Offshore Group, LLC, to serve on the official committee of unsecured creditors. OPTIMA SPECIALTY: Obtains Court OK to Access $40MM Credit Facility ------------------------------------------------------------------ Optima Specialty Steel, Inc. (together with its subsidiaries, collectively, the "Company" or "OSS") on Jan. 24, 2017, disclosed that it received approval from the United States Bankruptcy Court for the District of Delaware ()Court") to enter into an immediate credit facility providing up to $40 million of new immediate borrowing capacity. "Our customers and suppliers have remained supportive and operations have continued uninterrupted since filing for reorganization under Chapter 11," said Motti Korf, Chief Executive Officer of OSS. Mr. Korf continued, "The DIP financing combined with OSS's operating cash flow provides a solid financial foundation from which the Company will continue to operate and provide its customers with quality products and services during our reorganization. Moreover, the agreement to provide DIP financing demonstrates that our lenders have confidence in our ability to emerge from Chapter 11 as a viable company." For more information about the Credit Facility or the Chapter 11 case please visit: http://cases.gardencitygroup.com/oma/index.php About Optima Specialty Steel Optima Specialty Steel, Inc. and its affiliates filed separate Chapter 11 bankruptcy petitions on Dec. 15, 2016: Optima Specialty Steel, Inc. (Bankr. D. Del. 16-12789); Niagara LaSalle Corporation (Bankr. D. Del. 16-12790); The Corey Steel Company (Bankr. D. Del. 16-12791); KES Acquisition Company (Bankr. D. Del. 16-12792); and Michigan Seamless Tube LLC (Bankr. D. Del. 16-12793). The petitions were signed by Mordechai Korf, chief executive officer. At the time of filing, the Debtor had assets and liabilities estimated at $100 million to $500 million each. Optima Specialty Steel and its affiliates are independent manufacturers of specialty steel products. Their manufacturing facilities are located in the United States, and each of the companies' operating units have operated in the steel industry for more than 50 years. At the time of the bankruptcy filing, the Debtors collectively employ more than 900 people. The Debtors engaged Greenberg Traurig, LLP, Wilmington, DE, as counsel. The Debtors tapped Ernst & Young LLP as their accountant. No request has been made for the appointment of a trustee or examiner. The U.S. Trustee for Region 3 appointed seven creditors to serve on the Official Committee of Unsecured Creditors: Michael Scharf, ArceloMittal International America LLC, Steel Dynamic Sales North America, Inc., Republic Steel, ASW Steel Inc., Gerdau, and United Steelworkers. ORCAL GEOTHERMAL: Fitch Affirms BB Rating on $16MM Sr. Notes ------------------------------------------------------------ Fitch Ratings has affirmed OrCal Geothermal LLC's $165 million senior notes ($35.181 million outstanding) due in 2020 at 'BB'. The Rating Outlook has been revised to Stable from Negative due to sustained improvements in operational performance. KEY RATING DRIVERS Summary: The 'BB' rating reflects Fitch's expectation of stable operations of OrCal's geothermal projects under long-term revenue contracts with some exposure to index-based price risk. The rating considers that stable resource production remains dependent on sponsor-funded discretionary capital expenditures. The Outlook has been revised to Stable from Negative due to recent improved production levels and overall plant efficiency. Production Below Original Estimates (Supply Risk: Weaker): The absence of substitute fuel supply leaves OrCal exposed to the risk of declining geothermal resource production. Production is dependent on an active, sponsor-supported capital plan that is funded at the sponsor's discretion. Although the sponsor demonstrates a strong track record of funding capital expenditures, annual production has generally trended down over the last five years. Diminished Price Risk (Revenue Risk: Midrange): At the beginning of 2016, 50% of OrCal's total capacity transitioned to a power purchase agreement (PPA) with the Southern California Public Power Authority (SCPPA). As a result, the proportion of capacity tied to volatile energy pricing under the Short Run Avoided Cost (SRAC) methodology has been reduced to one-third. OrCal's entire capacity is contracted with PPA expirations ranging from three to 11 years beyond debt maturity. Stable Operating Cost Profile (Operation Risk: Midrange): OrCal has maintained a stable cost profile over the past few years, excluding sponsor-funded capital expenditures. The operator is a subsidiary of the project sponsor and has significant experience operating geothermal assets. Fully-amortizing Debt Structure (Debt Structure: Midrange): OrCal's fully amortizing debt faces no refinancing risk and contains features typical of project finance structures, such as a six-month debt service reserve. Vulnerable Financial Coverage: Underperformance of the geothermal resource, a shortfall in sponsor-funded capex, or continued weakness in SRAC pricing could impair OrCal's ability to service debt payments over the remaining four-year debt term. Under Fitch's rating case, which excludes planned capacity increases and assumes 2.5% annual declines in resource production and SRAC energy pricing averaging approximately $29/MWh, debt service coverage ratios (DSCRs) average 1.00x with particularly weak coverage in the final two years of repayment. If capital plans are executed in line with sponsor expectations, rating case DSCRs could exceed 1.4x. PEER GROUP The geothermal assets within Coso Geothermal Holdings, LLC ('C') have suffered substantially greater resource depletion than Orcal's plants. CE Generation, LLC's (CE Gen, 'BB-'/Outlook Stable) portfolio has a proportionally larger exposure to variable SRAC price risk than Orcal, and its debt is structurally subordinate to project-level indebtedness. Like OrCal, CE Gen relies on non-obligatory financial support from its parent company. RATING SENSITIVITIES Negative - Production declines or low SRAC pricing resulting in a Fitch-calculated DSCR below rating case levels. Negative - A significant increase in operating costs or cessation of sponsor support for operating expenses or capital expenditures. Positive - Successful implementation of planned capital improvements and sustained stable resource production, generating Fitch-calculated DSCRs at or above base case levels. CREDIT UPDATE In 2016, OrCal's geothermal assets once again demonstrated stable production following the implementation of capex investments in 2014. Plant output at the Heber 1 complex increased to 39MW (from 36 MW the prior two years) and overall system availability reached a solid 96.2% for the year. Generation surpassed 647,000 MWh for a second straight year, the highest levels since 2012. Looking forward, OrCal's parent company, Ormat Nevada (Ormat), is planning to implement further capital improvements to the system through discretionary equity contributions. Ormat is planning to add a new generation unit in 2017 that is expected to increase overall plant capacity by 9MW with relatively minimal additional downtime beyond annual scheduled maintenance. Ormat has a long track record of providing equity to fund capital expenditures or relieve the project of some operational expenses in order to boost operational cash flow. Fitch's rating incorporates the expectation that parent Ormat will continue this practice, though these actions are voluntary and discretionary given that the project is financed as a bankruptcy-remote special purpose vehicle. Performance Update Solid 2016 production boosted revenue, even in the face of continued declines in energy prices tied to Heber 2's gas price-indexed PPA. Total revenue increased by over 20% from year-ago levels, driven by high production levels under the more favorable fixed price PPA tied to Heber 1. Operating expenses increased by nearly 5% in the past year, as the operator completed a number of well field projects, including pump replacements and chemical treatments. Overall, Fitch calculates that operational cash flow in 2016 reached approximately $17 million, generating a Fitch calculated DSCR of 1.58x. Fitch Cases Under the base case, Fitch assumes that plant capacity increases by approximately 5MW following the addition of the new generation unit, followed by resource production declines at the five-year historical rate of 1.6% per year. Expenses grow by an assumed inflationary rate of 2% per year. Energy pricing indexed to natural gas is based on Fitch's long-term assumption for gas prices, averaging $36.50/MWh through 2020. The resulting financial profile demonstrates declining coverage over the remaining debt term with an average DSCR of 1.71x and a minimum of 1.53x in the final year of repayment (2020). Under the rating case, Fitch does not assume any increase in capacity and includes a steeper production decline of 2.5% per year. Expenses grow by 2.5% per year, an increase over the inflationary assumption in the base case. Energy prices are based on Fitch's low natural gas price deck, yielding an average price of $29/MWh through 2020. The resulting profile suggests a declining DSCR profile, due to the compounding effect of increasing costs and declining production. The DSCR averages 1.00x through 2020 with coverage dipping below breakeven in 2019 and 2020. This profile suggests some dependence on forthcoming capital improvements to bolster coverage in downside scenarios. Assuming a 5MW capacity increase under the same rating case conditions yields a more solid coverage profile averaging 1.38x, with a minimum of 1.22x in 2020. Asset Description OrCal is a special-purpose company that was created to acquire the Heber 1 and Heber 2 geothermal power facilities (the Heber power plants) located in Imperial County, CA. OrCal also owns the Gould 1 and Gould 2 plants, and the Heber South power plant, which became operational in 2008. OrCal is jointly owned by a tax-equity investor and Ormat Nevada Inc. Ormat Nevada is a subsidiary of Ormat Technologies, Inc., a vertically integrated owner and developer of geothermal and other recovered energy projects. OUTBOUND GROUP: Seeks to Hire MRPR Group as Accountant ------------------------------------------------------ The Outbound Group, Inc. and Mt. Carmel Leasing, LLC seek approval from the U.S. Bankruptcy Court for the Eastern District of Michigan to hire an accountant. The Debtors propose to hire MRPR Group, P.C. to prepare their tax returns and financial statements, assist in the formulation of a bankruptcy plan, and provide other tax and accounting services. The hourly rates charged by the firm are: Gregory Zink $280 Matt Mazure $120 Nozrul Islam $84 All members of MRPR Group do not hold any interest adverse to the Debtors' bankruptcy estates, and are "disinterested persons" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Gregory Zink MRPR Group, P.C. One Northwestern Plaza 28411 Northwestern Highway, Suite 800 Southfield, MI 48034-5538 Phone: (248) 357-9000 About The Outbound Group The Outbound Group, Inc. and Mt. Carmel Leasing, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E. D. Mich. Lead Case No. 16-55971) on November 29, 2016. The petition was signed by Harry J. Zoccoli, III, shareholder. The cases are assigned to Judge Phillip J. Shefferly. Stevenson & Bullock, PLC serves as the Debtors' legal counsel. At the time of the filing, Outbound Group estimated assets of less than $50,000 and liabilities of $1 million to $10 million. Mt. Carmel estimated both assets and liabilities of less than $50,000. No trustee, examiner or unsecured creditors' committee has been appointed in the cases. PEABODY ENERGY: Court Denies Bid for Appointment of Equity Panel ---------------------------------------------------------------- Judge Barry S. Schermer of the U.S. Bankruptcy Court for the Eastern District of Missouri, for reasons set forth by the Court on the record, denied the motion of the Mangrove Partners Master Fund, Ltd., for an order appointing an official committee of equity security holders in the Chapter 11 cases of Peabody Energy Corporation and its debtor affiliates. As previously reported by The Troubled Company Reporter, The Mangrove Partners Master Fund, Ltd., asked the Bankruptcy Court to direct the appointment of an official equity committee, saying that, in light of the substantial rebound of the coal industry since the filing of the Chapter 11 cases, holders of the Shares will see meaningful recoveries in connection with a reorganization of the Debtors if metallurgical and thermal coal prices stabilize at or around $145/ton and $77/ton or higher respectively -- prices that are well below both historical averages and current prices. Mangrove disclosed in a filing with the Securities and Exchange Commission that it may be deemed to beneficially own 971,058 shares or roughly 5.2% of the common stock of Peabody. An Ad Hoc Committee of Non-Consenting Creditors -- whose members are the beneficial holders of, or are investment managers or advisors to funds and/or accounts that are the beneficial holders of, among other things, Second Lien Notes, Unsecured Notes, and Convertible Subordinated Debentures -- expressed its support to the request of Mangrove. The Debtors are "not hopelessly insolvent," according to the Group. The Debtors and the Official Committee of Unsecured Creditors appointed in the Debtors' chapter 11 bankruptcy cases argued that an official equity committee is not necessary in the case and asked the Court to reject Mangrove's request. According to the Debtors, Mangrove has not shown that there is a substantial likelihood of meaningful recoveries for equity security holders of PEC common stock, and that its assertion to the contrary is based upon an analysis containing errors and mistaken assumptions. When these errors and mistaken assumptions are corrected, Mangrove's analysis shows that Equity Holders have no meaningful opportunity for recovery. According to the Committee, Mangrove has failed to carry its heavy burden of demonstrating that there is a substantial likelihood that the Debtors' equity holders will receive a meaningful distribution under a strict application of the absolute priority rule and that the interests of equity holders cannot be adequately represented without an official committee. Appearances during the hearing were made by counsel for the Debtors, the Mangrove Partners Master Fund, Ltd., the Ad Hoc Committee of Non-Consenting Creditors, the Official Committee of Unsecured Creditors, JAZ Ventures LP, Mr. Frederick D Palmer and by Mr. Don McGee. 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. PEABODY ENERGY: UST Balks at Bid to Pay $240M Transaction Fees -------------------------------------------------------------- Martin O'Sullivan, writing for Bankruptcy Law360, reported that the U.S. trustee has urged the Missouri bankruptcy judge overseeing Peabody Energy's Chapter 11 case to reject parts of the company's proposed reorganization plan. Specifically, U.S. Trustee Daniel J. Casamatta asked the court to reject Peabody's bid to pay $240 million in transaction fees "exorbitant." Peabody in late December submitted its Chapter 11 plan seeking to deleverage its balance sheet by $6.6 billion and raise $1.5 billion through a private placement and a rights offering. In a separate report, Mr. O'Sullivan at Bankruptcy Law360 said Peabody Energy is facing opposition to its Chapter 11 disclosure statement from the Indiana Department of Natural Resources, which said that the company needs to flesh out the details in regard to posting bonds for cleaning up mining sites in the future. 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. PERPETUAL ENERGY: Moody's Assigns Caa3 to Unsecured Notes Due 2022 ------------------------------------------------------------------ Moody's Investors Service assigned a Caa3 rating to Perpetual Energy Inc.'s C$17 million Senior Unsecured Notes due 2022. Moody's also changed the Probability of Default Rating to Caa2-PD/LD from Caa2-PD. All other ratings are unchanged. The outlook remains negative. Perpetual successfully exchanged portions of its 8.75% Senior Unsecured Notes due 2018 and 2019 for new 8.75% Senior Unsecured Notes due 2022. Moody's appended the PDR with a "/LD" designation, indicating limited default, following the close of the exchange. Moody's considers the transaction a distressed exchange, which is a default under Moody's definition. The "/LD" designation will be removed after one business day. Issuer: Perpetual Energy Inc. Assignments: -- Senior Unsecured Regular Bond/Debenture, Assigned Caa3 (LGD4) RATING RATIONALE Perpetual's Caa2 CFR reflects the very small production base and low cash margins driven by a high percentage of natural gas. A low capital spend (about C$15 million expected in 2016) is the only way Perpetual can maintain breakeven free cash flow, which will lead to further production declines in 2017. The SGL-3 Speculative Grade Liquidity Rating reflects adequate liquidity through 2017. At September 30, 2016, Perpetual had minimal cash and C$6 million in letters of credit pledged against its undrawn C$6 million revolver. Moody's expect Perpetual to limit 2017 capital expenditures to below expected cash flow (about C$20 million) and the value of its Tourmaline Oil Corp. (unrated) shares (worth roughly C$11 million as of January 23, 2016). Moody's expect Perpetual will be in compliance with its two financial covenants through this period. Perpetual has some sources of alternate liquidity with approximately 350,000 Tourmaline shares it can sell. Perpetual's C$28 million and C$16 million senior unsecured notes are due in March 2018 and July 2019, respectively. In accordance with Moody's Loss Given Default (LGD) Methodology, the senior unsecured notes are rated Caa3, one notch below the CFR, due to the amount of priority ranking debt consisting of the C$6 million secured revolver and combined C$41 million Tourmaline secured share financing. The negative outlook reflects Moody's views that Perpetual's low capital spend is unsustainable given that it will lead to further production and reserve declines. The ratings could be downgraded if liquidity deteriorates. The ratings could be upgraded if the company has the ability to address its upcoming maturities and if production and reserves cease to decline. Perpetual is a public Calgary, Alberta-based independent exploration and production company with average daily production (net of royalties) of about 9,000 barrels of oil equivalent per day. The principal methodology used in these ratings was "Global Independent Exploration and Production Industry" published in December 2011. PERPETUAL ENERGY: S&P Lowers CCR to 'SD' on Distressed Exchange --------------------------------------------------------------- S&P Global Ratings said it lowered its long-term corporate credit rating on Calgary, Alta.-based Perpetual Energy Inc. to 'SD' (selective default) from 'CC'. At the same time, S&P Global Ratings lowered its issue-level rating on the company's senior unsecured notes to 'D' (default) from 'C'. The recovery rating is unchanged at '5', indicating S&P's expectation of modest recovery (10%-30%; in the high end of the range) in the event of a default. The downgrade follows Perpetual's announcement that it has completed its announced securities swap proposal to existing holders of its 8.75% senior unsecured notes (both due 2018 and 2019) for a new 8.75% senior unsecured note due 2021, which S&P views as a distressed exchange. S&P expects to review the corporate credit and issue-level ratings, and to assign a rating to the new note, during the next few days. S&P's analysis will incorporate the company's new capital structure and liquidity position, while taking into account the challenging operating environment. PHOTOMEDEX INC: Stockholders Elect 5 Directors ---------------------------------------------- PhotoMedex, Inc., held its 2016 annual meeting of stockholders on Jan. 20, 2017, at which the stockholders: (1) elected Lewis C. Pell, Dr. Yoav Ben-Dror, Dr. Dolev Rafaeli, Dennis M. McGrath and Stephen P. Connelly as directors; (2) ratified the appointment of Fahn Kanne & Co. Grant Thornton Israel to serve as the Company's independent registered public accounting firm for the year to be ended Dec. 31, 2016; (3) authorized the sale by the Company of substantially all of the assets primarily related to or used in the Company's consumer products division, including its no!no! hair and skin products and the Kyrobak back pain management products and the shares of capital stock of Radiancy (HK) Limited and LK Technology Importacao E Exportacao LTDA, pursuant to the Asset Purchase Agreement by and between the Company and its subsidiaries Radiancy, Inc., Radiancy (Israel) Limited and PhotoTherapeutics Ltd., and ICTV Brands, Inc. and its subsidiary ICTV Holdings, Inc., dated Oct. 4, 2016; (4) approved an advisory resolution on the compensation that may be paid to the Company's named executive officers; and (5) approved the holding of future advisory votes on the compensation paid to the Company's named executive officers triennially. About PhotoMedex PhotoMedex, Inc., is a global health products and services company providing integrated disease management and aesthetic solutions to dermatologists, professional aestheticians, ophthalmologists, optometrists, consumers and patients. The Company provides proprietary products and services that address skin conditions including psoriasis, vitiligo, acne, actinic keratosis, photo damage and unwanted hair, as well as fixed-site laser vision correction services at our LasikPlus(R) vision centers. Photomedex reported a net loss of $34.6 million on $75.9 million of revenues for the year ended Dec. 31, 2015, compared with a net loss of $121 million on $133 million of revenues for the year ended Dec. 31, 2014. As of June 30, 2016, Photomedex had $28.2 million in total assets, $22.6 million in total liabilities and $5.56 million in total stockholders' equity. PIONEER HEALTH: Rennova Closes Acquisition of Oneida Hospital ------------------------------------------------------------- Rennova Health, Inc., has closed the asset purchase agreement to acquire certain assets related to Scott County Community Hospital, based in Oneida, Tennessee. Scott County Hospital is classified as a Critical Access Hospital (rural), with 25 beds, a 24/7 emergency department, operating rooms and a laboratory that provides a range of ancillary diagnostic services. The purchase includes a 52,000 sq. ft. hospital building and a 6,300 sq. ft. professional building on approximately 4.3 acres. Rennova acquired the assets out of bankruptcy for $600,000 in cash, plus the repayment of approximately $400,000 of debt secured by the foregoing land and buildings. Rennova believes it will have the hospital open in part in the second quarter of 2017 and that the hospital will be fully operational by the third quarter of 2017. The hospital had unaudited annual revenues of approximately $12 million, and a normalized EBITDA of approximately $1.3 million for Fiscal 2015, the last full year of the hospital's operation. These revenues were attributable to the typical services of a rural acute care hospital, including ER visits, outpatient procedures, diagnostic ancillary tests, physical therapy and inpatient hospital stays. Based on the hospital's historical information, Rennova believes the hospital offers an established patient base with stable revenues as it serves the general healthcare needs of its community and supports local physicians. "We are thankful to the leaders of Scott County and Oneida, TN for welcoming us. We are excited to become a part of the community and to bring back this vital resource of a hospital," said Seamus Lagan, chief executive officer of Rennova. "Furthermore, we look forward to getting to know and working with other healthcare providers in East Tennessee as we serve the needs of the community." About Pioneer Health Services Pioneer Health Services, Inc., and its debtor-affiliates, including Medicomp Inc., filed separate Chapter 11 bankruptcy petitions (Bankr. S.D. Miss. Lead Case No. 16-01119) on March 30, 2016. Pioneer Health Services of Early County, LLC, filed a Chapter 11 case on April 8, 2016. The cases are administratively consolidated. The petitions were signed by Joseph S. McNulty III, president. The Debtors provide healthcare services to rural communities, and own and manage rural critical access hospitals. Judge Hon. Neil P. Olack presides over the Debtors' cases. The Law Offices of Craig M. Geno PLLC serves as the Debtors' counsel, Mintz Levin Cohn Ferris Glovsky and Popeo, P.C., to act as special counsel. Pioneer Health Services estimated $10 million to $50 million in both assets and liabilities. Henry Hobbs, Jr., acting U.S. trustee for Region 5, on April 19 appointed three creditors of Pioneer Health Services, Inc. to serve on the official committee of unsecured creditors. The committee hired Arnall Golden Gregory LLP as counsel, and GlassRatner Advisory & Capital Group LLC as financial advisor. 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." PORTOFINO TOWERS: Disclosure Statement Hearing Set for March 8 -------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Florida is set to hold a hearing on March 8, at 11:00 a.m., to consider approval of the disclosure statement, which explains the Chapter 11 plan of Portofino Towers 1002 LLC. The hearing will take place at the U.S. Bankruptcy Court, Courtroom 8, 301 N. Miami Avenue, Miami, Florida. Objections are due by March 1. About Portofino Towers 1002 Portofino Towers 1002 LLC filed a Chapter 11 bankruptcy petition (Bankr. S.D. Fla. Case No. 16-18808) on June 21, 2016. The petition was signed by Laurent Benzaquen, authorized representative. Judge Laurel M. Isicoff presides over the case. Joel M. Aresty, Esq., at Joel M. Aresty, P.A., represents the Debtor as counsel. The Debtor estimated assets and liabilities at $1 million to $10 million, 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 of Portofino Towers. On January 17, 2017, the Debtor filed a Chapter 11 plan and a disclosure statement. PT BUMI RESOURCES: Files for Chapter 15 Bankruptcy Protection ------------------------------------------------------------- PT Bumi Resources Tbk sought bankruptcy protection in the U.S. Bankruptcy Court for the Southern District of New York on Jan. 20, 2017, seeking recognition in the United States of an insolvency proceeding currently pending in Indonesia. The Chapter 15 case is assigned to Judge Mary Kay Vyskocil and Case No. 17-10115. Headquartered in Jakarta, Indonesia, Bumi is engaged in the business of mining and export of thermal coal. Bumi blamed the decrease in the global demand for coal for the deterioration of its financial condition. As of June 30, 2014, Bumi's net cash flow had declined into a negative position necessitating the restructuring process. "Although Bumi took steps to reduce its mining costs, these savings were not sufficient to compensate for the deline in the selling price of thermal coal," said Kenneth R. Puhala, Esq., at Schnader Harrison Segal & Lewis LLP, attorney for Christopher Beckham, foreign representative of Bumi, in a declaration filed with the Bankruptcy Court. Castleford Investment Holdings, Ltd., one of Bumi's creditors, filed a PKPU application against Bumi on April 6, 2016, in the Central Jakarta Commercial Court. A PKPU is a court-enforced suspension of payments process which is designed to provide a debtor a definite period of time to restructure its debt and reorganize its affairs pursuant to a composition plan with creditors. On April 25, 2016, the Indonesian Court accepted Castleford's PKPU petition and granted a temporary moratorium on payments for 45 days, during which Bumi was required to prepare a restructuring plan and seek agreement with its creditors. On Nov. 9, 2016, the requisite majority of Bumi's creditors voted to approve Bumi's restructuring plan. Specifically, a total of 98 creditors representing 4,772,103 voting rights or 99.84% in value of Bumi's verified secured creditors, and 142 creditors representing 3,926,955 voting rights or 100% in value of Bumi's verified unsecured creditors, voted in favor of the PKPU Plan. On Nov. 28, 2016, the Indonesian Court approved the PKPU Plan. To ensure that Bumi's reorganization is not jeopardized and the benefits of Bumi's restructuring are fully realized, Mr. Beckham requests that the Bankruptcy Court enter an order recognizing and enforcing the PKPU Plan. Bumi's Singaporean subsidiaries Bumi Investment Pte. Ltd, Bumi Capital Pte. Ltd. and Enercoal Resources Pte. Ltd. also initiated proceedings in the High Court of the Republic of Singapore pursuant to Section 210(10) of the Companies Act for an order imposing a moratorium on collection activity against them on Nov. 24, 2014. The Singaporean Subsidiaries filed petitions under Chapter 15 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of New York on Dec. 1, 2014. The Bankruptcy Court entered an order recognizing the Singapore Proceedings as a foreign main proceedings on Jan. 22, 2015. Approved PKPU Plan The PKPU Plan restructures secured obligations, including the obligations of the Singaporean Subsidiaries that are guaranteed by Bumi, totaling in excess of $4.2 billion in principal and interest, exclusive of default and/or penalty fees. The in excess of $1.32 billion in principal and interest due under Bumi's secured term loan with County Forest Limited, a wholly-owned subsidiary of China Investment Corporation will be repaid as follows: (a) 32.24% of the Term Loan CIC Debt will be replaced with a New Senior Secured Facility and/or New 2021 Notes, as CIC may elect in its sole discretion, (b) $150 million will be converted into approximately 6,173,616,942 shares of Bumi allocated under the rights issue conducted on Sept. 5, 2014; (c) 45.73% of the Total CIC Debt will be converted into Bumi shares based on a valuation of $4.6 billion; (d) 10.73% of the Total CIC Debt will be replaced with a 7-year Mandatory Convertible Bond; and (e) CIC will receive its proportional share of $100 million tradeable Contingent Value Rights issued to New Senior Secured Creditors under the PKPU Plan. The in excess of $600 million in principal and interest due under Bumi's term loan with China Development Bank Corporation will be satisfied as follows: (a) 32.24% of the Total CDB Debt will be replaced with a New Senior Secured Facility and/or New 2021 Notes, as CDB may elect in its sole discretion; (b) 67.76% of the Total CDB Debt will be replaced with a new Tranche of C Facility; and (c) CDB will receive its proportional share of $100 million in tradeable Contingent Value Rights issued to New Secured Creditors under the PKPU Plan. The approximately $51 million claimed due with respect to Castleford's loan to Bumi will be converted into Bumi shares based upon a $4.6 billion valuation. Under the PKPU Plan, there will be a CB Exchange Offer made to the holders of the approximately $434 million in principal and interest due under the Convertible Bonds pursuant to which: (a) 30% of the Convertible Bond Debt will be converted to Bumi shares at a valuation of $4.6 billion; and (b) 70% of the Convertible Bond Debt will be replaced with a 7-year Mandatory Convertible Bond. Pursuant to the PKPU Plan, there will be an RD Exchange Offer made to the holders of the in excess of $1.79 billion in principal and interest due under the Remaining Debt (which includes the 2016 Notes and 2017 Notes) pursuant to which: (a) 57.03% of the Remaining Debt will be converted into shares in Bumi at a valuation of $4.6 billion; (b) 32.24% of the Remaining Debt will be replaced with a New Secured Facility and/or New 2021 Notes; (c) 10.73% of the Remaining Debt will be replaced with a 7-year Mandatory Convertible Bond; and (d) holders of the principal and interest due under the Remaining Debt will receive a proportional share of $100 million in tradeable Contingent Value Rights issued to New Senior Secured Creditors under the PKPU Plan. Under the PKPU Plan, Bumi's unsecured creditors will receive Bumi shares based upon a $4.6 billion valuation. The total amount of unsecured debt which will be converted to Bumi equity will not exceed $200 million. QUANTUMSPHERE INC: Francis Poli Quits as Director ------------------------------------------------- Francis C. Poli voluntarily resigned from the Board of Directors of QuantumSphere, Inc., effective Jan. 20, 2017. According to the Company, there were no disagreements between Mr. Poli and itself or any officer or director of the Company which led to Mr. Poli's resignation. Mr. Poli served on the Board of Directors since October 2006. With his resignation, Mr. Poli also resigned from his role as chairman of the Audit, Compensation, Governance and Nominating, and Strategic Planning and Operations Committees. Kevin Maloney, chief executive officer and president, will assume the chairman role of the Audit, Compensation, Governance and Nominating, and Strategic Planning and Operations Committees. About QuantumSphere, Inc. QuantumSphere, Inc., (QSI) has developed a process to manufacture metallic nanopowders with end-use application focused on the chemical sector. The Company's principal activities include capital formation, research and development, and marketing of its metallic nanopowder products. The Company manufactures various metals, bi-metallic alloys and catalysts at the nanoscale, including iron, silver, copper, nickel and manganese. It offers custom dispersions and integrated catalytic solutions for the energy storage and chemical sectors, including nanoscale gold, palladium, aluminum and tin. The Company's products include QSI-Nano Iron, QSI-Nano Silver, QSI-Nano Copper, QSI-Nano Nickel and QSI-Nano Manganese. QuantumSphere reported a net loss of $4.36 million on $46,669 of net sales for the fiscal year ended June 30, 2016, compared with a net loss of $5.31 million on $48,047 of net sales for the fiscal year ended June 30, 2015. As of Sept. 30, 2016, Quantumsphere had $1.11 million in total assets, $4.52 million in total liabilities and a total stockholders' deficit of $3.41 million. Squar Milner LLP issued a "going concern" qualification on the consolidated financial statements for the fiscal year ended June 30, 2016, citing that the Company has recurring losses from operations since inception and has limited working capital. QUANTUMSPHERE INC: Gregory Hrncir Quits as Chief Strategy Officer ----------------------------------------------------------------- Gregory L. Hrncir voluntarily resigned as chief strategy officer, general counsel and secretary of QuantumSphere, Inc., effective Jan. 20, 2017. According to the Company, there were no disagreements between Mr. Hrncir and itself or any officer or director of the Company which led to Mr. Hrncir's resignation. Mr. Hrncir has served in various capacities with the Company since November 2004. About QuantumSphere, Inc. QuantumSphere, Inc., (QSI) has developed a process to manufacture metallic nanopowders with end-use application focused on the chemical sector. The Company's principal activities include capital formation, research and development, and marketing of its metallic nanopowder products. The Company manufactures various metals, bi-metallic alloys and catalysts at the nanoscale, including iron, silver, copper, nickel and manganese. It offers custom dispersions and integrated catalytic solutions for the energy storage and chemical sectors, including nanoscale gold, palladium, aluminum and tin. The Company's products include QSI-Nano Iron, QSI-Nano Silver, QSI-Nano Copper, QSI-Nano Nickel and QSI-Nano Manganese. QuantumSphere reported a net loss of $4.36 million on $46,669 of net sales for the fiscal year ended June 30, 2016, compared with a net loss of $5.31 million on $48,047 of net sales for the fiscal year ended June 30, 2015. As of Sept. 30, 2016, Quantumsphere had $1.11 million in total assets, $4.52 million in total liabilities and a total stockholders' deficit of $3.41 million. Squar Milner LLP issued a "going concern" qualification on the consolidated financial statements for the fiscal year ended June 30, 2016, citing that the Company has recurring losses from operations since inception and has limited working capital. REGIONAL HEALTHCARE: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------------- An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of Regional Healthcare Services, LLC, as of Jan. 24, according to a court docket. Headquartered in Memphis, Tennessee, Regional Healthcare Services, LLC, filed for Chapter 11 bankruptcy protection (Bankr. W.D. Tenn. Case No. 16-30027) on Oct. 31, 2016, estimating its assets and liabilities at up to $50,000. M. Ruthie Hagan, Esq., at Baker Donelson serves as the Debtor's bankruptcy counsel. RENNOVA HEALTH: Closes Acquisition of Scott County Hospital ----------------------------------------------------------- Rennova Health, Inc., has closed the previously reported asset purchase agreement to acquire certain assets related to Scott County Community Hospital, based in Oneida, Tennessee. Scott County Hospital is classified as a Critical Access Hospital (rural), with 25 beds, a 24/7 emergency department, operating rooms and a laboratory that provides a range of ancillary diagnostic services. The purchase includes a 52,000 sq. ft. hospital building and a 6,300 sq. ft. professional building on approximately 4.3 acres. Rennova acquired the assets out of bankruptcy for $600,000 in cash, plus the repayment of approximately $400,000 of debt secured by the foregoing land and buildings. Rennova believes it will have the hospital open in part in the second quarter of 2017 and that the hospital will be fully operational by the third quarter of 2017. The hospital had unaudited annual revenues of approximately $12 million, and a normalized EBITDA of approximately $1.3 million for Fiscal 2015, the last full year of the hospital's operation. These revenues were attributable to the typical services of a rural acute care hospital, including ER visits, outpatient procedures, diagnostic ancillary tests, physical therapy and inpatient hospital stays. Based on the hospital's historical information, Rennova believes the hospital offers an established patient base with stable revenues as it serves the general healthcare needs of its community and supports local physicians. "We are thankful to the leaders of Scott County and Oneida, TN for welcoming us. We are excited to become a part of the community and to bring back this vital resource of a hospital," said Seamus Lagan, chief executive officer of Rennova. "Furthermore, we look forward to getting to know and working with other healthcare providers in East Tennessee as we serve the needs of the community." About Pioneer Health Services Pioneer Health Services, Inc., and its debtor-affiliates, including Medicomp Inc., filed separate Chapter 11 bankruptcy petitions (Bankr. S.D. Miss. Lead Case No. 16-01119) on March 30, 2016. Pioneer Health Services of Early County, LLC, filed a Chapter 11 case on April 8, 2016. The cases are administratively consolidated. The petitions were signed by Joseph S. McNulty III, president. The Debtors provide healthcare services to rural communities, and own and manage rural critical access hospitals. Judge Hon. Neil P. Olack presides over the Debtors' cases. The Law Offices of Craig M. Geno PLLC serves as the Debtors' counsel, Mintz Levin Cohn Ferris Glovsky and Popeo, P.C., to act as special counsel. Pioneer Health Services estimated $10 million to $50 million in both assets and liabilities. Henry Hobbs, Jr., acting U.S. trustee for Region 5, on April 19 appointed three creditors of Pioneer Health Services, Inc. to serve on the official committee of unsecured creditors. The committee hired Arnall Golden Gregory LLP as counsel, and GlassRatner Advisory & Capital Group LLC as financial advisor. 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." RENT-A-CENTER INC: Moody's Puts Ba3 CFR on Review for Downgrade --------------------------------------------------------------- Moody's Investors Service placed all ratings on Rent-A-Center, Inc. on review for downgrade. Moody's also downgraded Rent-A-Center's Speculative Grade Liquidity Rating to SGL-4 from SGL-2. The action reflects the company's weaker-than-expected operating performance, downward revision in fourth quarter earnings guidance, and potential need for financial covenant relief over the near term. Ratings placed on review for downgrade (LGD assessments subject to change): -- Corporate Family Rating at Ba3; -- Probability of Default Rating at Ba3-PD; -- Secured revolving credit facility due 2019 at Ba1 (LGD 2); -- Secured term loan due 2021 at Ba1 (LGD 2). -- Senior unsecured notes due 2021 at B1 (LGD 5); -- Senior unsecured notes due 2020 at B1 (LGD 5). Ratings downgraded: -- Speculative Grade Liquidity rating downgraded to SGL-4 from SGL-2. RATINGS RATIONALE The review for downgrade was prompted by Rent-A-Center's January 18, 2017 announcement that its fourth quarter operating performance was much weaker than expected, as the recovery from recent point-of-sale ("POS") system issues did not happen as quickly as planned, promotional activity was heavy, and delinquencies remained at historical highs. For the three months ended December 31, 2016, same store sales in its Core U.S. business declined approximately 14%, while Acceptance Now same store sales grew 1-2%. Diluted losses per share on both a GAAP basis and excluding special items are expected to be between $0.20 and $0.30, implying a significant earnings drop in the quarter. Given the decline in its rental portfolio, on a per store basis, the company's recurring revenue stream was down about 10% on a year-over-year basis. Thus, operating performance will likely remain under pressure for at least several quarters as it will take time to rebuild the rental portfolio. In addition, these challenges come at a time when the company lacks a permanent CEO and CFO; although Moody's acknowledges that the company is being run on an interim basis by its current Chairman of the Board and founder, Mark Speese. The downgrade of the company's Speculative Grade Liquidity rating to SGL-4 from SGL-2 reflects a significant deterioration in cushion under the company's fixed charge coverage covenant. Unless addressed, compliance with this covenant will likely be tenuous, at best, over the near term as ongoing pressures in the company's Core U.S. business will likely continue for several quarters. Covenants aside, the company's free cash flow has been solid, and there were no outstanding borrowings under its $675 million revolving credit facility as of September 30, 2016. Near term debt maturities are not a concern, as its nearest sizeable maturity occurs in March 2019 when the revolver expires. The review for downgrade will focus on Rent-A-Center's 1) ability to maintain adequate liquidity through improving fixed charge coverage covenant headroom and maintaining positive free cash flow; 2) management's strategies to stabilize performance in its Core U.S. business while maintaining profitable growth in the Acceptance Now business; 3) future financial policies with regards to dividends, share repurchases and debt reduction along with the impact of covenants or any amendments on these payments. Rent-A-Center, Inc., with headquarters in Plano, Texas, operates one of the largest chains of consumer rent-to-own stores in the North America with approximately 4,470 company operated stores and kiosks under the "Rent-A-Center" and "Acceptance Now" banners. Rent-A-Center also franchises approximately 230 rent-to-own stores that operate under the Rent-A-Center", "ColorTyme", and "RimTyme" banners. The company generated over $3.0 billion in revenue for the latest twelve month period ended September 30, 2016. The principal methodology used in these ratings was "Retail Industry" published in October 2015. RESCUE ONE: Names Michael Jay Berger as Counsel ----------------------------------------------- Rescue One Ambulance, a California Corporation seeks authorization from the U.S. Bankruptcy Court for the Central District of California to employ the Law Offices of Michael Jay Berger as counsel. The Debtor requires the law firm to: (a) advise the Debtor regarding matters of bankruptcy law and concerning the requirement of the Bankruptcy Code, and Bankruptcy Rules relating to the administration of the case, and the operation of the Debtor's estate as a debtor in possession; (b) represent the Debtor in proceedings and hearings in the court involving matters of bankruptcy law; (c) assist in compliance with the requirement of the Office of the U.S. Trustee; (d) provide the Debtor legal advice and assistance with respect to the Debtor's powers and duties in the continued operation of the Debtor's business and management of property of the estate; (e) assist the Debtor in the administration of the estate's assets and liabilities; (f) prepare necessary applications, answers, motions, orders, reports and other legal documents on behalf of the Debtor; (g) assist in the collection of all accounts receivable and other claims that the Debtor may have and resolve claims against the Debtor's estate; (h) provide advice, as counsel, concerning the claims of secured and unsecured creditors, prosecution and defense of all actions; and (i) prepare, negotiate, prosecute and attain confirmation of a plan of reorganization. The law firm will be paid at these hourly rates: Michael Jay Berger $495 Sofya Davtyan, Associate $365 Ori Blumenfeld $345 Jamie Lee $265 Yathida Nipha $200 Karine Manvelian $200 Erol Guler $200 Peter Garza $200 Samuel Boyamian $200 The law firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Michael Jay Berger, principal attorney of the law firm, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estate. The law firm can be reached at: Michael Jay Berger LAW OFFICES OF MICHAEL JAY BERGER 9454 Wilshire Blvd., 6th Floor Beverly Hills, CA 90212-2929 Tel: (310) 271-6223 Fax: (310) 271-9805 E-mail: michael.berger@bankruptcypower.com 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. REX ENERGY: Announces Selected Preliminary Financial Results ------------------------------------------------------------ * Fourth quarter 2016 production growth of 12% year-over-year, driven by a 22% year-over-year growth in liquids production * Full-year 2016 production of 195.3 MMcfe/d, a year-over-year increase of six percent; December 2016 exit rate production of ~200.0 MMcfe/d represents an increase of ~9% as compared to December 2015 exit rate production * With Gulf Coast transport beginning in November 2016, natural gas basis differentials averaged ~$0.50 off of the NYMEX price for November and December 2016 * For the fourth quarter of 2016, C3+ NGL pricing, before the effects of cash-settled derivatives, was ~56% of WTI and ~52% after the effects of cash-settled derivatives * In the Moraine East Area, placed the two-well Klever pad into sales - 5-day average sales rate of 10.4 MMcfe/d; 56% liquids Rex Energy Corporation announced fourth quarter and full-year 2016 production and estimated pricing and provided an operational update. All results are unaudited; they are preliminary pending the completion of the Company's financial closing procedures. These preliminary estimates may be revised in connection with the preparation of the Company's financial statements for the year ended Dec. 31, 2016. Production Results and Price Realizations Rex Energy's fourth quarter 2016 production was 194.9 MMcfe/d, an increase of 12% over the fourth quarter of 2015. Production consisted of 120.9 MMcf/d of natural gas and 12.3 Mboe/d of oil and NGLs (including 5.8 Mboe/d of ethane). Condensate and NGLs (including ethane) accounted for 38% of production during the quarter. Operational Update Moraine East Area In the Moraine East Area, Rex Energy recently placed into sales the two-well Klever pad. The Klever wells were drilled to an average lateral length of approximately 7,460 feet and completed in an average of 42 stages with average sand concentrations of approximately 2,864 pounds per foot. The wells produced at an average 5-day sales rate per well, assuming full ethane recovery, of 10.4 MMcfe/d consisting of 4.5 MMcf/d of natural gas, 895 bbls/d of NGLs and 81 bbls/d of condensate. The company is currently completing the four-well Baird pad, which was drilled to an average lateral length of approximately 7,140 feet. The pad is expected to be placed into sales at the end of the first quarter of 2017. The company has also finished drilling the six wells on the Shields pad, which were drilled to an average lateral length of approximately 7,750 feet. The Shields pad is expected to be placed into sales in the third quarter of 2017. Legacy Butler Operated Area As previously reported, the company placed the two-well Geyer pad into sales in August 2016. The Geyer wells were drilled to an average lateral length of approximately 4,200 feet and completed in an average of 24 completion stages. A full-text copy of the press release is available for free at: https://is.gd/kfEE8F About Rex Energy Corporation Headquartered in State College, Pennsylvania, Rex Energy is an independent oil and gas exploration and production company with its core operations in the Appalachian Basin. The Company's strategy is to pursue its higher potential exploration drilling prospects while acquiring oil and natural gas properties complementary to its portfolio. As of Sept. 30, 2016, Rex Energy had $925.3 million in total assets, $849.1 million in total liabilities and $76.13 million in total stockholders' equity. Rex Energy reported a net loss attributable to common shareholders of $372.9 million for the year ended Dec. 31, 2015, compared to a net loss attributable to common shareholders of $49.02 million for the year ended Dec. 31, 2014. * * * As reported by the TCR on April 6, 2016, Standard & Poor's Ratings Services said that it lowered its corporate credit rating on Rex Energy Corp. to 'SD' from 'CC'. "The downgrade follows Rex's announcement that it has closed an exchange offer to existing holders of its 8.875% and 6.25% senior unsecured notes for a new issue of 8% senior secured second-lien notes due 2020 (not rated) and shares of common equity," said Standard & Poor's credit analyst Aaron McLean. In April 2016, the TCR reported that Moody's Investors Service downgraded REX Energy's Corporate Family Rating to 'Ca' from 'Caa3', its Probability of Default Rating to Ca-PD/LD from Caa3-PD, its senior unsecured notes to 'C' from 'Ca'. "The downgrade reflects the poor overall recovery prospects as indicated by REXX's PV-10 value. The negative outlook is driven by the weak commodity price environment, specifically in natural gas pricing, which could further erode REXX's recovery value," commented Sreedhar Kona, Moody's senior analyst. RIDGE MANOR: Must File Plan & Disclosures by Feb. 22 ---------------------------------------------------- The Hon. Catherine Peek McEwen of the U.S. Bankruptcy Court for the Middle District of Florida has extended to Feb. 22, 2017, the deadline for Ridge Manor Oaks, LLC, to file a plan of reorganization and disclosure statement. About Ridge Manor Oaks Ridge Manor Oaks, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 16-09612) on Nov. 8, 2016. The petition was signed by Robert L. Carson, manager. At the time of the filing, the Debtor disclosed $1.8 million in assets and $2.47 million in liabilities. David W. Steen, Esq., at David W. Steen P.A. serves as the Debtor's legal counsel. ROCK HILL AFRICAN: Hires Bell Davis as Attorneys ------------------------------------------------ Rock Hill African Methodist Episcopal Zion Church seeks authorization from the U.S. Bankruptcy Court for the Middle District of North Carolina to employ Daniel C. Bruton and members of the law firm Bell Davis & Pitt, PA as attorneys. The Debtor requires Bell Davis to: (a) assist in investigating and examining contracts, bonds, mortgages, leases, financing statements and other related documents to determine the validity and priority of the same; (b) determine the rights and priorities of lienholders, if any; (c) advise in preserving the Debtor's properties and assets; and (d) generally assist the Debtor in administering its estate. Bell Davis received a $10,080 retainer from the Debtor. The law firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Daniel C. Bruton, member of Bell Davis, 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 estate. Bell Davis can be reached at: Daniel C. Bruton, Esq. BELL DAVIS & PITT, PA P.O. Box 21029 Winston-Salem, NC 27120-1092 Tel: (336) 772-3700 Headquartered in Concord, North Carolina, Rock Hill African Methodist Episcopal Zion Church filed for Chapter 11 bankruptcy protection (Bankr. M.D.N.C. Case No. 17-50048) on Jan. 16, 2017, listing $799,856 in total assets and $1.36 million in total liabilities. The petition was signed by Robert Scott, trustee chair. Daniel C. Bruton, Esq., at Bell, Davis & Pitt, P.A., serves as the Debtor's bankruptcy counsel. ROYAL COACHMAN: Objections to Disclosure Statement Due Feb. 18 -------------------------------------------------------------- A notice was filed with the U.S. Bankruptcy Court for the Eastern District of Washington a notice stating that objections to the approval of the disclosure statement referring to Royal Coachman Mobile Home Park, LLC's plan of reorganization and request for hearing must be filed with the Clerk of the Bankruptcy Court no later than 31 days from the date of mailing the notice. As reported by the Troubled Company Reporter on Jan. 19, 2017, the Debtor filed with the Court a disclosure statement dated Jan. 11, 2017, stating that under the Plan, holders of Class 13 General Unsecured Claims will be paid in full in progressive monthly installments. About Royal Coachman Royal Coachman Mobile Home Park, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Wash. Case No. 16-03109) on Oct. 3, 2016. The petition was signed by Shannon Hunter Burns, authorized representative. The Debtor is represented by Dan O'Rourke, Esq., at Southwell & O'Rourke, P.S. At the time of the filing, the Debtor estimated assets of $1 million to $10 million and liabilities of less than $500,000. S DIAMOND STEEL: Taps Bluff & Associates as Special Counsel ----------------------------------------------------------- S Diamond Steel Inc. seeks approval from the U.S. Bankruptcy Court in Arizona to hire Bluff & Associates as its special counsel. Bluff & Associates will represent the Debtor in connection with a $1.9 million claim filed by the Board of Trustees of the California Ironworkers Field Pension Trust in November last year. The hourly rates charged by the firm are: Attorneys $200 - $450 Paralegals $100 - $150 Law Clerks $75 - $175 Guy Bluff, Esq., disclosed in a court filing that his firm does not represent any interest adverse to the Debtor or its bankruptcy estate. Bluff & Associates can be reached through: Guy W. Bluff, Esq. Bluff & Associates 4205 N. 7th Avenue, Suite 201 Phoenix, AZ 85013-3079 Tel: (602) 452-2000 Fax: (623) 748-5429 Email: office@guywbluff.com Email: guywbluff@gmail.com About S Diamond Steel S Diamond Steel, Inc., based in Phoenix, AZ, filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 16-07846) on July 11, 2016. The petition was signed by Matthew Miles Stevens, president. The case is assigned to Judge Brenda K. Martin. Allan NewDelman, Esq., at Allan D. NewDelman P.C. serves as the Debtor's legal counsel. The Debtor disclosed $1.59 million in total assets and $5.58 million in total liabilities. No official committee of unsecured creditors has been appointed in the Debtor's case. On January 16, 2017, the Debtor filed a Chapter 11 plan of reorganization and disclosure statement. The plan proposes to pay Class 7 general unsecured claims in full. SCOUT MEDIA: $4.35 -Mil. DIP Loan Has Final Approval ---------------------------------------------------- Judge Michael E. Wiles of the U.S. Bankruptcy Court for the Southern District of New York authorized Scout Media, Inc. and its affiliated debtors to obtain post-petition term loan financing from Multiplier Capital, LP, and use cash collateral on a final basis. DIP Borrowers Scout Media, Inc., Scout Media Holdings, Inc. and Scout.com, LLC are indebted to Multiplier Capital in an amount not less than $10,927,060.44. Multiplier Capital was granted security interests in and liens on substantially all assets and properties of the DIP Borrowers. Debtor Scout Media Holdings, Inc. owed approximately $11,557,393 on account of Subordinated Secured Convertible Promissory Notes pursuant to a certain Note and Warrant Purchase Agreement between Scout Media Holdings and the Subordinated Noteholders. The obligations due under the Subordinated Notes are each secured by a security agreement. Subject to the Carve-Out, the Pre-petition liens and security interests granted to the Pre-petition Lender are senior in priority to all other liens on or security interests in the Pre-petition Collateral, subject only to certain liens otherwise permitted by the Pre-petition Loan Documents. Judge Wiles acknowledged that the DIP Borrowers' obtaining credit on a final basis pursuant to the DIP Facility is necessary to avoid immediate and irreparable harm to the DIP Borrowers to continue operations and to administer and preserve the value of their estates. Judge Wiles further acknowledged that the DIP Borrowers do not have sufficient available sources of working capital or financing to operate their businesses or maintain their properties in the ordinary course of business without the DIP Facility. The DIP Borrowers are authorized to borrow an aggregate principal amount of up to $4.35 million pursuant to the DIP Documents. The DIP Lender is granted continuing, valid, binding, enforceable, non-avoidable, and automatically and properly perfected post-petition, priming, first-priority security interests and liens on all assets or property of the DIP Borrowers, subject to the Carve-Out and Permitted Prior Liens. The DIP Lender was also granted an allowed super-priority administrative expense claim in each of the DIP Borrowers' chapter 11 cases, for all of the Final DIP Obligations, with priority over any and all administrative expense claims and unsecured claims against the DIP Borrowers or their estates, subject to the Carve-Out. The proceeds of the DIP Facility will be used only for the following purposes: (1) working capital and other general corporate purposes of the DIP Borrowers; and (2) payment of the costs of administration of the cases, including, the costs, fees and expenses incurred in connection with the DIP Facility. Multiplier Capital was granted continuing, valid, binding, enforceable and perfected post-petition liens that will attach to the DIP Collateral, which liens will be junior to the DIP Liens, the Permitted Prior Liens, the Pre-petition Liens and the Carve-Out. Multiplier Capital was also granted an allowed superpriority administrative expense claim in each of the cases, which will be junior only to the Final DIP Obligations, the Superpriority DIP Claim, the Carve-Out, and with respect to the DIP Collateral, any validly perfected secured claim. The Carve-Out consists of quarterly fees required to be paid pursuant to 28 U.S.C. Section 1930(a)(6), any fees payable to the Clerk of the Bankrptcy Court, and payment of allowed professional fees and disbursements incurred by retained bankruptcy counsel and financial advisor: (1) arising from services performed or expenses incurred prior to the earlier of the date on which the DIP Lender provides written notice to DIP Borrowers that either an Event of Default has occurred or the DIP Loan Agreement is terminated, or the Termination Date; (2) in an amount not to exceed $50,000 arising from services performed or expenses incurred following the Carve-Out Trigger Notice; and (3) in an amount not to exceed $20,000 arising from services performed or expenses incurred by a chapter 7 trustee following the Carve Out Trigger Notice. The liens granted under the Court's Final Order and the protections of the DIP Lender and Pre-petition Lender will survive the entry of any order that may be entered: (a) confirming any plan of reorganization in any of the DIP Borrowers' Cases; (b) converting any or all of the DIP Borrowers' chapter 11 cases to a case under Chapter 7 of the Bankruptcy Code; (c) dismissing any or all of the DIP Borrowers' chapter 11 cases; or (d) pursuant to which the Court abstains from hearing any of the DIP Borrowers' bankruptcy cases. Judge Wiles held that Debtor FTFS Acquisition, LLC will have no obligations with respect to the DIP Loan Agreement and the DIP Loan Documents. He further held that the fee payable in connection with the financing authorized by the Court's Interim and Final Orders will be $217,500. The proposed limits in the Supplemental Budget regarding the fees payable to counsel for an Unsecured Creditors Committee, and any provision of the proposed DIP Loan Agreement that purports to limit such amounts were modified to permit payments of up to $350,000 for professionals for an Unsecured Creditors Committee. $75,000 of such amount can be used to investigate and pursue a Challenge. A full-text copy of the Final Order, dated Jan. 18, 2017, is available at http://bankrupt.com/misc/ScoutMedia2016_1613369mew_160.pdf About Scout Media, Inc. Scout Media, Inc., is a privately held digital sports media company that publishes and distributes content related to the National Football League, fantasy sports, college football and basketball, high school recruiting, hunting, fishing, outdoors, military, and history. Scout Media owns and operates a digital network of 150 team-specific, credentialed publishers, and their respective social communities. Scout Media is the only sports network with a full-time video channel for every NFL and major college team. North American Membership Group Holdings, Inc., bought Scout Media from Scout Media in 2013. An involuntary Chapter 11 petition was filed against Scout Media, Inc. (Bankr. S.D.N.Y. Case No. 16-13369) on Dec. 1, 2016, by LSC Communications, Inc. f/d/b/a R.R. Donnelley & Sons Co., On Safari Foods, and Imatch. The petitioners are represented by Joy R. Grafton, Esq., at Popper & Grafton. The Debtors hired Womble Carlyle Sandridge & Rice, LLP as counsel, Sherwood Partners, Inc. as financial advisor, and Epiq Bankruptcy Solutions, LLC as administrative advisor and claims and noticing agent. On Dec. 8, 2016, affiliates of Scout Media filed a voluntary Chapter 11 bankruptcy petition. Scout Media Holdings listed under $50 million in both assets and liabilities; Scout.com, LLC listed under $50,000 in assets, and under $10 million in liabilities; and FTFS Acquisition listed under $10 million in both assets and liabilities. William K. Harrington, U.S. Trustee for Region 2, on Dec. 15, 2016, appointed three creditors of Scout Media, Inc., et al., to serve on the official committee of unsecured creditors. SIGEL'S BEVERAGES: Asks Court to Hold Plan Hearing on April 10 -------------------------------------------------------------- Sigel's Beverages, LP, filed with the U.S. Bankruptcy Court for the Northern District of Texas a motion to approve the disclosure statement referring to the Debtor's plan of reorganization. The Debtor requests that the Court set a hearing to consider confirmation of the Plan, subject to the Court's availability, on April 10, 2017. The Debtor submits that the proposed timing for the Confirmation Hearing complies with the U.S. Bankruptcy Code, the U.S. Bankruptcy Rules, and the Local Rules of the U.S. Bankruptcy Court, and will enable to the Debtor to pursue confirmation of the Plan in a timely fashion. The Debtor also asks that the Court establish: a. April 3, 2017, at 4:00 p.m. (prevailing Central Time) as the deadline to file and serve objections and responses to the Plan; and b. April 3, 2017, at 5:00 p.m. (prevailing Central Time) as the deadline by which the Debtor must receive a ballot. The Debtor assures the Court that the Disclosure Statement contains "adequate information". As reported by the Troubled Company Reporter on Jan. 3, 2017, the Debtor filed with the Court a plan of reorganization and accompanying disclosure statement, which contemplates the cancellation of the equity interests in the Debtor and the sale of new equity interests in the Reorganized Debtor. The Purchase Price will be first used to insure that the Senior Claim Reserve is fully funded. To the extent cash remains from the Purchase Price after fully funding the Senior Claim Reserve, the Cash will be used to make a Contingent Initial Distribution to the holders of Allowed Class 5 General Unsecured Claims. About Sigel's Beverage Sigel's Beverage, L.P., engages in the wholesale distribution and retail of alcoholic beverages. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 16-34118) on Oct. 20, 2016. The petition was signed by Anthony J. Bandiera, chief executive officer of Milan General Investments, Inc., general partner of the Debtor. The Hon. Barbara J. Houser presides over the Debtor's case. At the time of the filing, the Debtor estimated $10 million to $50 million in assets and liabilities. Gerrit M. Pronske, Esq., Melanie P. Goolsby, Esq., Jason P. Kathman, Esq., at Pronske Goolsby & Kathman, P.C., serve as the Debtor's bankruptcy counsel. Bridgepoint Consulting, LLC, is the Debtor's financial advisor. SILGAN HOLDINGS: Moody's Puts Ba1 CFR Under Review for Downgrade ---------------------------------------------------------------- Moody's Investors Service, placed Silgan Holdings Inc.'s Ba1 corporate family rating, Ba1-PD probability of default rating, and all other instrument ratings under review for downgrade. The review follows Silgan's announcement on January 23, 2017 that it has entered into a definitive agreement with WestRock Company (Baa2 stable) to acquire its specialty closures and dispensing systems business in an all cash transaction. Aggregate consideration for the acquisition will be $1.025 billion, subject to adjustments outlined in the purchase agreement. The transaction is subject to the satisfaction of certain customary conditions and receipt of applicable regulatory approvals and is expected to close late in the first quarter of 2017. Silgan expects to initially fund the purchase price for this acquisition from a combination of cash on hand and borrowings under the Company's senior secured credit facility, including a committed incremental term loan of $800 million. Moody's placed the following ratings under review for downgrade: Issuer: Silgan Holdings Inc. -- Corporate Family Rating, Placed on Review for Downgrade, currently Ba1 -- Probability of Default Rating, Placed on Review for Possible Downgrade, currently Ba1-PD -- Senior Secured Bank Credit Facilities, Placed on Review for Downgrade, currently Ba1 (LGD3) -- Senior Unsecured Regular Bond/Debenture, Placed on Review for Downgrade, currently Ba2 (LGD5) Outlook Actions: -- Outlook, Changed To Rating Under Review From Stable RATINGS RATIONALE The review for downgrade reflects pro forma leverage that is well above the downgrade trigger set in the most recent credit opinion and the integration and operating risk inherent in the acquisition. Pro forma leverage is approximately well over 4.0 times and other credit metrics are projected to be strained as well. Moody's review will focus on Silgan's projected EBITDA and free cash flow and the company's plans to integrate the acquisition and delever. The review will also focus on the company's ongoing productivity initiatives and the projected change in its operating profile stemming from acquisitions. The corporate family rating downgrade, if any, is expected to be no more than one notch. The rating could be upgraded if Silgan commits to investment grade financial policies and sustainably improves credit metrics within the context of continued stability in the operating and competitive environment. Specifically, the ratings could be upgraded if debt to EBITDA improves to below 3.0 times, EBITDA to interest expense improves to over 7.0 times, and/or fund from operation to debt improves to over 23%. Silgan's credit metrics are at the bottom of the rating category and the company will need to execute on its operating plan and use its free cash flow accordingly to maintain credit metrics within the rating category. Additionally, continued acquisitions that alter the company's business and operating profile or significant debt financed acquisitions may also prompt a downgrade. The ratings could also be downgraded if there is deterioration in the operating and competitive environment, deterioration in credit metrics and/or change in financial policies to the detriment of debt holders. Specifically, the ratings could be downgraded if adjusted debt to EBITDA remains above 3.3 times, fund from operation to debt remains below 20%, and/or EBITDA to interest expense declines to below 6.0 times. The principal methodology used in these ratings was Packaging Manufacturers: Metal, Glass, and Plastic Containers published in September 2015. Headquartered in Stamford, Connecticut, Silgan Holdings Inc. (Silgan) is a manufacturer of metal and plastic consumer goods packaging products including food cans, closures for food and beverage products (both metal and plastic), and plastic containers for the personal care, health care, shelf-stable food, pharmaceutical, household and industrial chemicals industries. Consolidated net revenue for the 12 months ended September 30, 2016 was approximately $3.6 billion. Approximately 30% of the outstanding stock is owned by the two founders of the company. SILGAN HOLDINGS: S&P Puts 'BB+' CCR on CreditWatch Negative ----------------------------------------------------------- S&P Global Ratings said that it has placed all of its ratings on Silgan Holdings Inc., including its 'BB+' corporate credit rating, on CreditWatch with negative implications. "The CreditWatch negative placement follows Silgan's announcement that it will acquire Westrock Co.'s specialty closures and dispensing systems business for about $1.025 billion and reflects the likelihood that the company's credit measures will weaken meaningfully over the next 12 months," said S&P Global credit analyst Steven Mcdonald. Initially, Silgan expects to fund this acquisition with a combination of cash on hand and borrowings under its senior secured credit facilities, which include a committed incremental $800 million term loan. Under this proposed funding structure, S&P estimates that the company's pro forma S&P Global adjusted debt leverage will likely increase to around 4.75x-5.00x from about 4.10x as of Sept. 30, 2016. S&P intends to resolve the CreditWatch placement after evaluating Silgan's post-transaction financial policies and capital allocation plans, including management's willingness to direct the company's free cash flow toward debt reduction rather than shareholder returns or additional acquisitions. S&P also intends to assess how the newly acquired business will affect the company's existing competitive position and will review any risks associated with integrating the newly acquired business. SINGLETON CREEK: Taps Brown Realty as Real Estate Broker -------------------------------------------------------- Singleton Creek, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to hire a real estate broker. The Debtor proposes to hire Brown Realty Advisors Inc. in connection with any potential sale of its properties. The firm will receive a commission of 2.5% of the sales price. Barden Brown, a real estate broker employed with Brown Realty, disclosed in a court filing that the firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Barden Brown Brown Realty Advisors Inc. 1303 Hightower Trail, Suite 205 Atlanta, GA 30350 Phone: 770-594-1915 Email: barden@brownra.com About Singleton Creek Singleton Creek, Inc. owns and operates a golf course, driving range and restaurant located at 2789 Satellite Boulevard, Duluth, Georgia. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 16-71772) on December 5, 2016. The petition was signed by Hoke S. Randall, III, president. The Law Offices of Douglas Jacobson, LLC serves as the Debtor's bankruptcy counsel. At the time of the filing, the Debtor disclosed $5.02 million in assets and $3.54 million in liabilities. SMS SYSTEMS: S&P Affirms 'B' CCR on Merger with Curvature LLC ------------------------------------------------------------- S&P Global Ratings said that it affirmed its 'B' corporate credit rating to Charlotte, N.C.-based SMS Systems Maintenance Services Inc. The outlook is stable. SMS Systems announced it had entered into a definitive agreement to merge with competitor Curvature LLC, a leading hardware provider in the TPM market. SMS will fund the transaction with an incremental $345 million credit facility, consisting of an incremental $15 million first-lien revolver, an incremental $270 first-lien term loan, and an incremental $60 million second-lien notes. At the same time, S&P affirmed its 'B+' issue-level rating on the company's $55 million revolving credit facility due 2022 and its $530 million first-lien term loan due 2023. The '2' recovery rating is unchanged, indicating S&P's expectation for substantial (70%-90%; at the lower end of the range) recovery in the event of payment default. S&P also affirmed its 'CCC+' issue-level rating on the company's $175 million second-lien notes due 2024. The '6' recovery rating is unchanged, indicating S&P's expectation for negligible (0%-10%) recovery in the event of a payment default. The 'B' corporate credit rating reflects S&P's view of the combined entity's adjusted pro forma leverage at transaction close in the low-7x area, which S&P expects will decrease to the mid- to high-6x area at the end of 2017; relatively small scale with limited diversification; increased exposure to the less predictable hardware industry through the merger with Curvature; and competition against larger original equipment manufacturers (OEMs) such as IBM. The company's leadership position in the niche TPM market, high-retention rates, limited customer concentration, and above-average margins for the sector partly offset these factors. "The stable outlook reflects our belief that SMS will successfully integrate Curvature, while remaining competitive in the third-party server maintenance market and generating moderate top-line and EBITDA growth," said S&P Global Ratings' credit analyst Dee Banson. S&P could lower the rating on SMS if disruptions in the integration with Curvature or business loss result in leverage sustained above the 7x or free cash flow to debt sustained below 5%. The company's niche market position, limited track record at this scale, and ownership structure that S&P believes will preclude substantial deleveraging limit the possibility of an upgrade over the near term. Over the longer term, S&P would consider an upgrade if the company were to maintain positive operating performance while committing to and sustaining leverage below 5x. SOUTHWESTERN STEEL: Plan Confirmation Hearing Set for March 23 -------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Arizona is set to hold a hearing on March 23, at 11:15 a.m., to consider confirmation of the Chapter 11 plan of reorganization proposed by Southwestern Steel & Supply Co., Inc. The hearing will take place at John M. Roll U.S. Courthouse, Courtroom 1, 2nd Floor, 98 West 1st Street, Yuma, Arizona. The court set a March 16 deadline for creditors to cast their votes and file objections to the plan. Southwestern Steel's restructuring plan proposes to pay Class 4 general unsecured creditors 100% of their allowed claims, according to a Sept. 16, 2016 report by Troubled Company Reporter. About Southwestern Steel Southwestern Steel & Supply Co., Inc., based in Yuma, AZ, filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 14-06520) on April 30, 2014. Since 1964, the Debtor has been in the business of steel fabrication and erection. The Hon. Brenda Moody Whinery presides over the case. The Debtor listed total assets of $1.09 million and liabilities of $280,357. The petition was signed by John T. Beltran, president. The Debtor is represented by: Phil Hineman, Esq. LAW OFFICE OF PHIL HINEMAN, P.C. 220 South Second Avenue Yuma, AZ 85364 Tel: (928) 341-9600 Fax: (928) 341-9603 Email: phineman@hineman.com SPENCER TRANSPORTATION: Taps Benton & Centeno as Attorneys ---------------------------------------------------------- Spencer Transportation, LLC seeks authorization from the U.S. Bankruptcy Court for the Northern District of Alabama to employ Lee R. Benton, Samuel Stephens and the law firm of Benton & Centeno, LLP as attorneys to represent the Debtor in the Chapter 11 case. Benton & Centeno will be paid at these hourly rates: Lee R. Benton $400 Samuel C. Stephens, Associate $200 Paralegal $80 Benton & Centeno will also be reimbursed for reasonable out-of-pocket expenses incurred. A deposit of $10,000 was paid by the Debtor prior to filing the bankruptcy petition. Prior to filing the petition, Benton & Centeno was paid for pre-petition services of $2,212.50, leaving a deposit of $7,787.50 as of the petition date. The filing fee of $1,717 was also received and paid into the Court. Lee R. Benton and Samuel C. Stephens of Benton & Centeno 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 estate. Benton & Centeno can be reached at: Lee R. Benton, Esq. Samuel C. Stephens, Esq. BENTON & CENTENO LLP 2019 Third Avenue North Birmingham, AL 35203 Tel: (205) 278-8000 Fax: (205) 278-8005 E-mail: lbenton@bcattys.com sstephens@bcattys.com About Spencer Transportation Spencer Transportation, LLC, filed a Chapter 11 petition (Bankr. N.D. Ala. Case No. 17-70012), on Jan. 4, 2017. The petition was signed by its Manager, Dwayne F. Haney. At the time of filing, the Debtor had less than $50,000 in estimated assets and $500,000 to $1 million in estimated liabilities. The Debtor is represented by Lee R. Benton, Esq. at Benton & Centeno, LLP. SPENDSMART NETWORKS: Chief Strategy Officer to Resign ----------------------------------------------------- Alex Minicucci will resign as chief strategy officer and no longer be employed by the Company effective Feb. 10, 2017, as disclosed in a Form 8-K report filed with the Securities and Exchange Commission. About SpendSmart Networks SpendSmart Networks provides proprietary loyalty systems and a suite of digital engagement and marketing services that help local merchants build relationships with consumers and drive revenue. These services are implemented and supported by a vast network of certified digital marketing specialists, aka "Certified Masterminds," who drive revenue and consumer relationships for merchants via loyalty programs, mobile marketing and website development. Consumers' dollars go further when they spend it with merchants in the SpendSmart network of merchants, as they receive exclusive deals, earn rewards and ultimately build a connection with their favorite merchants. Spendsmart Networks reported a net loss of $11.9 million on $5.58 million of total revenues for the year ended Dec. 31, 2015, compared to a net loss of $12.2 million on $4.03 million of total revenues for the year ended Dec. 31, 2014. As of Sept. 30, 2016, Spendsmart Networks had $3.27 million in total assets, $6.48 million in total liabilities and a total stockholders' deficit of $3.21 million. EisnerAmper LLP, in Iselin, New Jersey, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has recurring losses and has yet to establish a profitable operation and at Dec. 31, 2015, has negative working capital and stockholders' deficit. These factors among others raise substantial doubt about its ability to continue as a going concern. SPENDSMART NETWORKS: Issues $100,000 Convertible Note to Director ----------------------------------------------------------------- Spendsmart Networks, Inc., issued a convertible promissory note to Isaac Blech, a member of the Company's board of directors, in the sum of $100,000 on Jan. 23, 2017. The Convertible Promissory Notes bear interest at the rate of 9%, has a six month maturity date, and a voluntary conversion into an upcoming financing in the event the Company closes a financing and receives gross proceeds totaling at least $200,000. The note was not registered under the Securities Act of 1933, as amended, in reliance upon the exemption from registration contained in Section 4(2) of the Act. The note and the shares or other securities potentially issuable upon the conversion of the note may not be reoffered or sold in the United States by the holder in the absence of an effective registration statement or exemption from the registration requirements of the Act. About SpendSmart Networks SpendSmart Networks provides proprietary loyalty systems and a suite of digital engagement and marketing services that help local merchants build relationships with consumers and drive revenue. These services are implemented and supported by a vast network of certified digital marketing specialists, aka "Certified Masterminds," who drive revenue and consumer relationships for merchants via loyalty programs, mobile marketing and website development. Consumers' dollars go further when they spend it with merchants in the SpendSmart network of merchants, as they receive exclusive deals, earn rewards and ultimately build a connection with their favorite merchants. Spendsmart Networks reported a net loss of $11.9 million on $5.58 million of total revenues for the year ended Dec. 31, 2015, compared to a net loss of $12.2 million on $4.03 million of total revenues for the year ended Dec. 31, 2014. As of Sept. 30, 2016, Spendsmart Networks had $3.27 million in total assets, $6.48 million in total liabilities and a total stockholders' deficit of $3.21 million. EisnerAmper LLP, in Iselin, New Jersey, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has recurring losses and has yet to establish a profitable operation and at Dec. 31, 2015, has negative working capital and stockholders' deficit. These factors among others raise substantial doubt about its ability to continue as a going concern. SUNEDISON INC: Allowed to File Chapter 11 Plan Until February 27 ---------------------------------------------------------------- Judge Stuart M. Bernstein of the U.S. Bankruptcy Court for the Southern District of New York extended the exclusive periods during which only SunEdison, Inc. and certain of its affiliates may file a Chapter 11 plan of reorganization and solicit acceptances of such plan, or through and including February 27, 2017 and April 28, 2017, respectively. The Troubled Company Reporter had earlier reported that the Debtors sought exclusivity extension, contending that they needed a little more time in order to decide the best course -- either to file a plan that toggles to alternative outcomes based on resolution of certain of the several outstanding controversies that were still at issue or to wait until certain of these matters become more clear. The Debtors related that since the last extension of the Exclusive Periods, they had worked to build consensus with respect to the various issues that must be dealt with by the plan -- while at the same time continuing their efforts to maximize the Debtors' remaining assets. The Debtors also related that since the Second Exclusivity Extension, the Committee filed numerous complaints and motions, including an adversary proceeding against all of the plaintiffs in the multi-district litigation pending in the United States District Court for the Southern District of New York, including other plaintiffs not part of the MDL Litigation [Adv. Proc. No. 16-01257], as well as motions for derivative standing (a) to bring claims belonging to the Debtors' estates against certain of the Debtors' directors and officers, and (b) to bring certain avoidance actions against the Yieldcos. Notwithstanding the numerous complaints and motions filed by the Committee in an attempt to leverage their rights to a greater effect in the plan process, the Debtors had continued their successful marketing and selling of Projects and have now entered into several definitive asset purchase agreements for a total of approximately $770 million in expected gross sale proceeds. The Debtor told the Court that they have also continued their well-publicized joint marketing process for their interests in the Yieldcos, and the initial stage of this process has just recently concluded. Final bids for Terra Form Power, Inc., were due January 9, 2017. Likewise, the Court entered a consent order which resolves the D&O Standing Motion, by granting the Committee standing to assert claims against certain directors and officers but requiring the Committee not to file a complaint asserting those claims until the Court decided whether to stay any non-MDL litigation to preserve the D&O insurance policies. In addition, the presiding judge in the MDL Litigation, the Honorable P. Kevin Castel, ordered all parties into mediation until March 31, 2017. Accordingly, the Debtors informed the Court, which recently entered a consent order to require the D&O litigation parties not bound by Judge Castel's mediation order to participate in the mediation and staying the non-MDL actions through March 31, 2017 in order to preserve the D&O insurance proceeds. Resolution of the D&O Standing Motion could result in recoveries that might not otherwise have been available to unsecured creditors and this result is principally due to the Debtors' successful efforts to drive a consensual resolution among all of the estates' constituents. About SunEdison, Inc. SunEdison, Inc. (OTC PINK: SUNEQ), is a developer and seller of photovoltaic energy solutions, an owner and operator of clean power generation assets, and a global leader in the development, manufacture and sale of silicon wafers to the semiconductor industry. On April 21, 2016, SunEdison, Inc., and 25 of its affiliates each filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case Nos. 16-10991 to 16-11017). Martin H. Truong, the senior vice president, general counsel and secretary, signed the petitions. The Debtors disclosed total assets of $20.7 billion and total debt of $16.1 billion as of Sept. 30, 2015. The Debtors have hired Skadden, Arps, Slate, Meagher & Flom LLP as counsel, Togut, Segal & Segal LLP as conflicts counsel, Rothschild Inc. as investment banker and financial advisor, McKinsey Recovery & Transformation Services U.S., LLC, as restructuring advisors and Prime Clerk LLC as claims and noticing agent. The Debtors employed PricewaterhouseCoopers LLP as financial advisors; and KPMG LLP as their auditor and tax consultant. SunEdison also has tapped Eversheds LLP as its special counsel for Great Britain and the Middle East. Cohen & Gresser LLP has also been retained as special counsel. The Debtors retained Ernst &Young LLP to provide tax-related services. Keen-Summit Capital Partners LLC has been hired as real estate advisor. Binswanger of Texas, Inc. also has been retained as real estate agent. Sullivan & Cromwell LLP serves as counsel to TerraForm Power, Inc., and TerraForm Global, Inc. An official committee of unsecured creditors has been appointed in the case. The Committee tapped Weil, Gotshal & Manges LLP as its general bankruptcy counsel and Morrison & Foerster LLP as special counsel. Togut, Segal & Segal LLP and Kobre & Kim LLP serve as conflicts counsel. Alvarez & Marsal North America, LLC, serves as the Committee's financial advisors. Counsel to the administrative agent under the Debtors' prepetition first lien credit agreement are Richard Levy, Esq., and Brad Kotler, Esq., at Latham & Watkins. Counsel to the administrative agent under the postpetition DIP financing facility are Scott Greissman, Esq., and Elizabeth Feld, Esq. at White & Case LLP. Counsel to the Tranche B Lenders (as defined in the DIP credit agreement) and the steering committee of the second lien creditors are Arik Preis, Esq., and Naomi Moss, Esq., at Akin Gump Strauss Hauer & Field, LLP. Counsel to the administrative agent under the Debtors' prepetition second lien credit agreement is Daniel S. Brown, Esq., at Pillsbury Winthrop Shaw Pittman LLP. The collateral trustee under the Debtors' prepetition second lien credit agreement and the indenture trustee under each of the Debtors' outstanding bond issuances, is represented by Marie C. Pollio, Esq., at Shipman & Goodwin LLP. Counsel to the ad hoc group of certain holders of the Debtors' convertible senior notes is White & Case LLP's Tom Lauria, Esq. SUNEDISON INC: No Value Left for Shareholders, Fin'l Advisor Says ----------------------------------------------------------------- Homer Parkhill, managing director of Rothschild, Inc., the financial advisor to SunEdison Inc., et al., filed a declaration in response to certain requests for the appointment of an official committee of equity security holders in the Debtors' Chapter 11 cases. According to Mr. Parkhill, it is "entirely unlikely that there will be any distributable value available for distribution to equity," pointing out that the Debtors' operating cash plus anticipated net proceeds plus estimated earn-outs plus the estimated $870 million of SunEdison Inc.'s approximately 35% equity interests in TerraForm Power, Inc. (TERP) and TerraForm Global, Inc. (GLBL) -- the Yieldcos -- results in total net asset sales proceeds of approximately $1.2 billion after repayment of all approximately $251 million of DIP borrowings. Mr. Parkhill added that "[t]he Debtors hope to reorganize around their equity interests in the Yieldcos and the earnouts they have received in various sale transactions. However, for equity holders to realize any value, the total distributable proceeds would have to increase by a factor of over four times in excess of the asset values set forth above before the Debtors would come close to satisfying their approximately $4.6 billion3 in secured and general unsecured claims (which amount does not include any amounts for contingent and litigation related claims). As previously reported by The Troubled Company Reporter, several SunEdison Inc. common shareholders have sent letters to the Hon. Judge Stuart M. Bernstein asking the Bankruptcy Court to consider the appointment of an official committee of equity security holders in the Chapter 11 cases of SunEdison Inc. One of those letters, from Ali Abidi, says: "DANGER!! Even after Evidence has stacked against them, Debtors continue to delay the already super-delayed Financials (10K/10Qs) and plan to sell off YieldCos for pennies on the dollar, and wipe out common Shareholders before the incriminating 10K/10Qs can be filed. Please apply TREMENDOUS PRESSURE on Debtors to release 10K and 10Qs. And please support us for OEC (Official Equity Committee)." SunEdison Inc.'s CEO, John S. Dubel, testified during a hearing in Manhattan bankruptcy court on Dec. 22 that he believes the renewable energy giant may have "substantial" and plausible claims against its yieldco subsidiaries, and allowing unsecured creditors to pursue them derivatively would short-circuit a joint process seeking sale or reorganization. A full-text copy of the Parkhill Declaration dated Jan. 11, 2017, is available at: http://bankrupt.com/misc/nysb16-10992-2216.pdf About SunEdison, Inc. SunEdison, Inc. (OTC PINK: SUNEQ), is a developer and seller of photovoltaic energy solutions, an owner and operator of clean power generation assets, and a global leader in the development, manufacture and sale of silicon wafers to the semiconductor industry. On April 21, 2016, SunEdison, Inc., and 25 of its affiliates each filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case Nos. 16-10991 to 16-11017). Martin H. Truong, the senior vice president, general counsel and secretary, signed the petitions. The Debtors disclosed total assets of $20.7 billion and total debt of $16.1 billion as of Sept. 30, 2015. The Debtors have hired Skadden, Arps, Slate, Meagher & Flom LLP as counsel, Togut, Segal & Segal LLP as conflicts counsel, Rothschild Inc. as investment banker and financial advisor, McKinsey Recovery & Transformation Services U.S., LLC, as restructuring advisors and Prime Clerk LLC as claims and noticing agent. The Debtors employed PricewaterhouseCoopers LLP as financial advisors; and KPMG LLP as their auditor and tax consultant. SunEdison also has tapped Eversheds LLP as its special counsel for Great Britain and the Middle East. Cohen & Gresser LLP has also been retained as special counsel. The Debtors retained Ernst &Young LLP to provide tax-related services. Keen-Summit Capital Partners LLC has been hired as real estate advisor. Binswanger of Texas, Inc. also has been retained as real estate agent. Sullivan & Cromwell LLP serves as counsel to TerraForm Power, Inc., and TerraForm Global, Inc. An official committee of unsecured creditors has been appointed in the case. The Committee tapped Weil, Gotshal & Manges LLP as its general bankruptcy counsel and Morrison & Foerster LLP as special counsel. Togut, Segal & Segal LLP and Kobre & Kim LLP serve as conflicts counsel. Alvarez & Marsal North America, LLC, serves as the Committee's financial advisors. Counsel to the administrative agent under the Debtors' prepetition first lien credit agreement are Richard Levy, Esq., and Brad Kotler, Esq., at Latham & Watkins. Counsel to the administrative agent under the postpetition DIP financing facility are Scott Greissman, Esq., and Elizabeth Feld, Esq. at White & Case LLP. Counsel to the Tranche B Lenders (as defined in the DIP credit agreement) and the steering committee of the second lien creditors are Arik Preis, Esq., and Naomi Moss, Esq., at Akin Gump Strauss Hauer & Field, LLP. Counsel to the administrative agent under the Debtors' prepetition second lien credit agreement is Daniel S. Brown, Esq., at Pillsbury Winthrop Shaw Pittman LLP. The collateral trustee under the Debtors' prepetition second lien credit agreement and the indenture trustee under each of the Debtors' outstanding bond issuances, is represented by Marie C. Pollio, Esq., at Shipman & Goodwin LLP. Counsel to the ad hoc group of certain holders of the Debtors' convertible senior notes is White & Case LLP's Tom Lauria, Esq. TAMPA HYDE PARK: Feb. 23 Plan Confirmation Hearing -------------------------------------------------- The Hon. Catherine Peek McEwen of the U.S. Bankruptcy Court for the Middle District of Florida has conditionally approved Tampa Hyde Park Cafe LLC's disclosure statement referring to the Debtor's plan of reorganization. A hearing to consider the adequacy of the Disclosure Statement and the confirmation of the Plan will be held on Feb. 23, 2017, at 3:00 p.m. Objections to the approval of the Disclosure Statement and confirmation to the Plan must be filed no later than seven days prior to the hearing. Parties-in-interest will submit to the Clerk's office their written ballot accepting or rejecting the Plan no later than eight days before the hearing. The plan proponent will file a ballot tabulation no later than 96 hours prior to the hearing. All creditors and parties in interest that assert a claim against the Debtor which arose after the filing of this case, including all professionals seeking compensation from the estate of the Debtor pursuant to Section 330 of the U.S. Bankruptcy Code, must file motions or applications for the allowance of such claims with the Court no later than 15 days after the Jan. 18 entry of this court order. Three days prior to the hearing, the plan proponent will file a confirmation affidavit which will contain the factual basis upon which the plan proponent relies in establishing that each of the requirements of Section 1129 of the Bankruptcy Code are met. About Tampa Hyde Tampa Hyde Park Cafe LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M. D. Fla. Case No. 16-04868) on June 6, 2016. The petition was signed by Thomas Ortiz, managing member. The Debtor is represented by Leon A. Williamson, Jr., Esq., at the Law Office of Leon A. Williamson, Jr. P.A. The Debtor's original counsel was W. Bart Meacham, Esq., who has not had an application to be employed approved. 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. TARA RETAIL: Voluntary Chapter 11 Case Summary ---------------------------------------------- Debtor: Tara Retail Group, LLC Post Office Box 190 Bonita Springs, FL 34133 Case No.: 17-00057 Chapter 11 Petition Date: January 24, 2017 Court: United States Bankruptcy Court Northern District of West Virginia (Clarksburg) Judge: Hon. Patrick M. Flatley Debtor's Counsel: Steven L. Thomas, Esq. KAY, CASTO & CHANEY PLLC 1600 Charleston National Plaza P.O. Box 2031 Charleston, WV 25327 Tel: (304) 345-8900 Fax: 304-345-8909 E-mail: sthomas@kaycasto.com Estimated Assets: $10 million to $50 million Estimated Debts: $10 million to $50 million The petition was signed by William A. Abruzzino, managing member. The Debtor did not include a list of its largest unsecured creditors when it filed the petition. TARTAN CONTROLS: Seeks U.S. Recognition of Canadian Proceeding -------------------------------------------------------------- Tartan Controls Corp. filed a voluntary petition under Chapter 15 of the Bankruptcy Code in the U.S. Bankruptcy Court for the District of Wyoming on Jan. 23, 2017 (Bankr. D. Wyo. Case No. 17-20037). The case is assigned to Judge Cathleen D. Parker. PricewaterhouseCoopers Inc., as the court-appointed receiver and authorized foreign representative of Tartan Corp., commenced the Chapter 15 case in order to seek recognition in the United States of a proceeding pending in the Court of Queen's Bench of Alberta, Canada under the Bankruptcy and Insolvency Act. The Receiver asserts that without such recognition, Tartan Corp. will be exposed to the risk of litigation and other actions against the estate and its assets in the United States, which would result in a "race to the courthouse" among creditors and other parties-in-interest, and thus threaten Tartan Corp.'s reorganization efforts. "By filing the Petition, the Receiver wishes to obtain relief in substantially the same form provided in the Canadian Proceeding, and to allow for the proper and necessary communication and coordination between the Canadian Proceeding and this case to ensure the orderly, fair, and efficient restructuring or liquidation of Tartan Corp," said Chad S. Caby, Esq., at Lewis Roca Rothgerber Christie LLP, one of the Receiver's attorneys. In July, 2016, The Toronto-Dominion Bank demanded repayment of debt from various Tartan entities, including Tartan Corp. (as guarantor of the indebtedness and liabilities of Tartan Inc.) and notified its intention to enforce security pursuant to Section 244 of the Bankruptcy and Insolvency Act (Canada). On Sept. 16, 2016, the Bank, as plaintiff, filed an application seeking the appointment of a receiver in the Court of Queen's Bench of Alberta, Judicial Centre of Edmonton, in order to protect the Bank's collateral in Canada and the United States. Tartan Corp. is named as a defendant in the Application. Pursuant to the Receivership Order entered in the Canadian Court on Sept. 28, 2016, a stay is in place in Canada which prohibits any proceeding or enforcement process against Tartan Corp. or its assets. Additionally, on Dec. 19, 2016 the Receiver took the legal step of having Tartan Inc. make a voluntary assignment into bankruptcy pursuant to the BIA. In the Canadian Bankruptcy, the Receiver was appointed as trustee on that date. The Canadian creditors' claims total approximately $1,024,000, whereas the U.S. creditors' claims total approximately $194,000, as disclosed in Bankruptcy Court documents. The Receiver said it intends to liquidate all assets of Tartan Corp. for the benefit of its creditors. Tartan Controls Inc., along with affiliates, provided engineering, manufacturing, and services related to down-hole drilling tools in the western Canadian oil and gas market. Tartan Controls Corp., a Wyoming registered corporation and a wholly owned subsidiary of Tartan Inc., was created to extend its service and infrastructure into the United States, including North Dakota, Wyoming, and Colorado. TOPS HOLDING: Moody's Lowers Corporate Family Rating to Caa1 ------------------------------------------------------------ Moody's Investors Service downgraded the Corporate Family Rating of Tops Holding II ("HoldCo") Corporation to Caa1 from B3 and the company's Probability of Default rating to Caa1-PD from B3-PD. Additionally, Moody's downgraded the rating of Tops Holding LLC's senior secured notes due 2022 to Caa1 from B3 and Holdco's senior unsecured notes due 2018 to Caa3 from Caa2. The outlook is stable. The downgrade is due to the company's unsustainable capital structure, its weak credit metrics and Moody's expectation that lease adjusted debt/EBITDA and EBIT/interest will remain above 7.0 times and below 1.0 time respectively for the next 12-18 months given the challenging and competitive business environment. "Although the company's liquidity is currently adequate, unless its operating performance and cash flow improves it will not have enough liquidity to repay the HoldCo notes that mature in June 2018", Moody's Senior Analyst Mickey Chadha said. "Tops' credit metrics have deteriorated with debt to EBITDA increasing to 7.2 times at the end of the third quarter of fiscal 2016 from 6.6 times at the end of fiscal 2014 with EBIT/interest currently at less than 1.0 times. The company's ability to improve EBITDA and metrics will remain highly constrained in the current challenging business environment for food retailers", Chadha added. RATINGS RATIONALE The following ratings are downgraded: Tops Holding II Corporation Corporate Family Rating at Caa1 from B3 Probability of Default Rating at Caa1-PD from B3-PD Senior unsecured notes due 2018 at Caa3 ( LGD6) from Caa2 (LGD6) Tops Holding LLC Senior secured notes due 2022 at Caa1 (LGD3) from B3 (LGD3) Outlook action: Tops Holding II Corporation Outlook Changed To Stable From Negative Tops Holding LLC Outlook Changed To No Outlook From Negative The Caa1 Corporate Family Rating reflects the company's weak credit metrics, its modest size relative to competitors, and regional concentration. The rating is supported by its good market presence in the regions in which it operates and its adequate liquidity. However, dealing with the looming maturity of the HoldCo notes in June 2018 will be a challenge for the company in the absence of any improvement in operating performance and cash flow. The rating outlook is stable and reflects Moody's expectation that metrics and operating performance will not deteriorate further and will remain consistent with its Caa1 rating category. Given Tops' high financial leverage, a rating upgrade is not expected in the near-to-intermediate term. Over time a rating upgrade would require positive same store sales, a material improvement in credit metrics and a sustainable capital structure with manageable debt maturities. Ratings could rise if Tops demonstrates sustained EBIT to interest above 1.25 times and sustained debt/EBITDA below 6.5 times while maintaining adequate liquidity. Ratings could be downgraded if credit metrics continue to deteriorate, the company does not demonstrate sequential improvement in operating performance or the HoldCo notes are not refinanced well in advance of their maturity or liquidity deteriorates. The principal methodology used in these ratings was "Retail Industry" published in October 2015. Tops is the parent of Tops Holding LLC and the indirect parent of Tops Markets, LLC, which is headquartered in Williamsville, NY. As of October 8, 2016, the Company operated 172 supermarkets; 171 under the Tops banner and one under the Orchard Fresh banner, with an additional five supermarkets operated by franchisees under the Tops banner. Revenues totaled about $2.5 billion for the LTM period ended October 8, 2016. TRIANGLE USA: Gibson Dunn, Young Conaway Represent Franklin, Canyon ------------------------------------------------------------------- Gibson, Dunn & Crutcher LLP and Young Conaway Stargatt & Taylor, LLP, filed with the U.S. Bankruptcy Court for the District of Delaware on Jan. 24, 2017, a supplemental verified statement pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, disclosing that (i) they now represent Franklin Advisers, Inc., as investment manager on behalf of certain funds and accounts, and Canyon Capital Advisors LLC, on behalf of its participating funds and accounts, in these Chapter 11 Cases and (ii) they no longer represent Southeastern Asset Management, Inc., in the Chapter 11 cases of Triangle USA Petroleum Corporation and its Affiliated Debtors. On July 25, 2016, the Firms filed a verified statement disclosing their representation of Chambers Energy Capital, Eaton Vance Management, Franklin Advisers, Inc., J.P. Morgan Securities LLC (with respect to only its Credit Trading group), Prudential Financial, Inc., Shenkman Capital Management, Inc. (on behalf of certain advisory accounts in its capacity as Investment Manager), and Southeastern Asset Management, Inc., in these Chapter 11 cases. On Sept. 13, 2016, the Firms filed the first supplemental verified statement, disclosing that it no longer represents Franklin Advisers, Inc., in these Chapter 11 cases. On Sept. 27, 2016, the Firms filed the second supplemental verified statement, disclosing that it no longer represents Prudential Financial, Inc., in these Chapter 11 cases. On Nov. 15, 2016, the Firms filed the third supplemental verified statement, wherein the Firms updated the list of the names and addresses of, and the nature and amount of all disclosable economic interests held by, certain holders of notes in relation to the Debtors as of Jan. 24, 2017, and disclosed its retention by Wilmington Trust, National Association, in its capacity as indenture trustee under that certain indenture, dated as of July 18, 2014, in respect of the Debtors' 6.75% Senior Notes due 2022, to serve as its special co-counsel. On Dec. 23, 2016, the Firms filed the fourth supplemental verified statement, updating the list of the names and addresses of, and the nature and amount of all disclosable economic interests held by, the Ad Hoc Noteholders in relation to the Debtors as of Dec. 22, 2016. The updated list of the names and addresses of, and the nature and amount of all disclosable economic interests held by, the Ad Hoc Noteholders represented by the Firms in relation to the Debtors as of Jan. 24, 2017, includes: a. Canyon Capital Advisors LLC, on behalf of its participating funds and accounts 2000 Avenue of the Stars, 11th Floor Los Angeles, CA 90067 Principal Amount 6.75% Senior Notes Due 2022: $86,652,000 b. CEC II TI Pool, LP 600 Travis Street, Suite 4700 Houston, TX 77702 Principal Amount 6.75% Senior Notes Due 2022: $61,500,000 c. Eaton Vance Management Two International Place Boston, MA 02110 Principal Amount 6.75% Senior Notes Due 2022: $11,000,000 d. Franklin Advisers, Inc., as investment manager on behalf of certain funds and accounts 1 Franklin Parkway San Mateo, CA 94403 Principal Amount 6.75% Senior Notes Due 2022: $25,075,000 e. J.P. Morgan Securities LLC, with respect to only its Credit Trading group 383 Madison Avenue, Level 3 New York, NY 10179 Principal Amount 6.75% Senior Notes Due 2022: $82,893,000 f. Shenkman Capital Management, Inc., on behalf of certain advisory accounts in its capacity as Investment Manager 461 Fifth Avenue, 22nd Floor New York, NY 10017 Principal Amount 6.75% Senior Notes Due 2022: $75,975,000 The Firms can be reached at: Sean M. Beach, Esq. Andrew L. Magaziner, Esq. YOUNG CONAWAY STARGATT & TAYLOR, LLP Rodney Square 1000 North King Street Wilmington, Delaware 19801 Tel: (302) 571-6600 Fax: (302) 571-1253 E-mail: sbeach@ycst.com amagaziner@ycst.com -- and -- Matthew J. Williams, Esq. Keith R. Martorana, Esq. GIBSON, DUNN & CRUTCHER LLP 200 Park Avenue New York, New York 10166-0193 Tel: (212) 351-4000 Fax: (212) 351-4035 E-mail: mjwilliams@gibsondunn.com kmartorana@gibsondunn.com About Triangle USA Petroleum Corporation Triangle USA Petroleum Corporation is an independent exploration and production company with a strategic focus on developing the Bakken Shale and Three Forks formations in the Williston Basin of North Dakota and Montana. TUSA is a wholly owned subsidiary of Triangle Petroleum Corporation (NYSE MKT: TPLM). Neither TPLM nor its affiliated company, RockPile Energy Services, LLC, is included in TUSA's Chapter 11 filing. Triangle USA Petroleum Corporation and its affiliates filed voluntary petitions under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 16-11566) on June 29, 2016. The cases are pending before Judge Mary F. Walrath. At the time of the filing, TUSA estimated assets in the range of $500 million to $1 billion and liabilities of up to $1 billion. The Debtors have engaged Sarah E. Pierce, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP as counsel, AP Services, LLC, as financial advisor, PJT Partners Inc. as investment banker and Prime Clerk LLC as claims & noticing agent. Andrew R. Vara, Acting U.S. Trustee, has informed the U.S. Bankruptcy Court for the District of Delaware that a committee of unsecured creditors has not been appointed in the Chapter 11 case of Triangle USA Petroleum Corporation due to insufficient response to the U.S. Trustee communication/contact for service on the committee. TRINITY TEMPLE: Disclosures Okayed, Plan Hearing on Feb. 21 ----------------------------------------------------------- The Trinity Temple Church of God in Christ is now a step closer to emerging from Chapter 11 protection after a bankruptcy judge approved the outline of its plan of reorganization. Judge Ann Nevins of the U.S. Bankruptcy Court in Connecticut on Jan. 19 gave the thumbs-up to the disclosure statement after finding that it contains "adequate information." The order set a Feb. 14 deadline for creditors to cast their votes and a Feb. 7 deadline to file their objections. A court hearing to consider confirmation of the plan is scheduled for Feb. 21, at 10:00 a.m. The hearing will take place at the U.S. Bankruptcy Court, Connecticut Financial Center, 18th Floor, 157 Church Street, New Haven, Connecticut. The restructuring plan proposes to pay general unsecured creditors in full in equal monthly installments over 36 months from the effective date of the plan. The church intends to use operating income (donations, etc.), contributions from the support fund, grants, and rental income to fund the plan. The church is also seeking to refinance its property and will use the proceeds to fund the Plan. Additionally, if BNY accepts the resolution, the church will use $10,000 of the proceeds to finance the plan. About Trinity Temple Church of God in Christ The Trinity Temple Church of God in Christ, Inc. is a historically African American church located in New Haven, Connecticut. The church has been in existence for more than 75 years and is an important local religious institution, providing a house of worship to over 250 members. The church is a member of Church of God in Christ, a Pentecostal Christian denomination with more than six million members. The principal pastor at the church is Reverend Charles H. Brewer, III. Reverend Brewer is also aided by his father, Bishop Charles H. Brewer, Jr. Bishop Brewer's father was the founding pastor of the church. In addition to its core religious functions, the church provides charitable services like a food pantry, assistance with rent and grocery stabilization, and aid with medical costs of indigent community members. The church filed a Chapter 11 petition (Bankr. D. Conn. Case No. 16-30714) on May 5, 2016. The petition was signed by Charles H. Brewer, III, president. The church is represented by Jeffrey M. Sklarz, Esq., at Green & Sklarz LLC. The case is assigned to Judge Julie A. Manning. The church estimated both assets and liabilities in the range of $1 million to $10 million. TUSCANY PARTNERS: Seeks to Hire Ellsworth & Stout as Accountant --------------------------------------------------------------- Tuscany Partners 2 LLC seeks approval from the U.S. Bankruptcy Court for the District of Nevada to hire an accountant. The Debtor proposes to hire Ellsworth & Stout CPAs to complete its 2016 tax returns, and pay the firm a flat fee of $1,350. Dain Ellsworth, an accountant employed with Ellsworth & Stout, disclosed in a court filing that the firm does not hold any interest in the Debtor and does not have connections with any "party-in-interest." The firm can be reached through: Dain Ellsworth Ellsworth & Stout CPAs 7881 W. Charleston Blvd. 155 Las Vegas, NV 89117 Phone: (702) 871-2727 Email: info@lvcpas.com About Tuscany Partners 2 Tuscany Partners 2, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 16-15781) on October 27, 2016. The petition was signed by William Dyer, manager. The case is assigned to Judge Mike K. Nakagawa. The Law Office of Timothy Thomas serves as the Debtor's legal counsel. At the time of the filing, the Debtor disclosed $1.10 million in assets and $314,784 in liabilities. UNITED CONTINENTAL: Moody's Hikes CFR to Ba2; Stable Outlook ------------------------------------------------------------ Moody's Investors Service upgraded its ratings of United Continental Holdings, Inc. and its subsidiaries, including the Corporate Family Rating to Ba2 from Ba3, Senior Secured to Baa3 (LGD2) from Ba1 (LGD2), Senior Unsecured to Ba3 (LGD5) from B1 (LGD5) and most of the Enhanced Equipment Trust Certificate ("EETC") ratings. The Speculative Grade Liquidity rating of SGL-1 has also been affirmed. The rating outlook is stable. RATINGS RATIONALE "The upgrade to Ba2 reflects United's leading position in the global passenger airline industry, credit metrics that have cushion to absorb the effects of expected pressure on operating earnings and cash flow in 2017 from higher costs for labor and fuel, and it's very good liquidity," said Moody's Senior Credit Officer, Jonathan Root. "Moody's also believes that United will maintain a disciplined financial policy, refraining from repurchasing shares in periods when free cash flow wanes and carefully evaluating its capital deployment to limit increases in financial leverage," continued Root. Moody's projects negative free cash flow in 2017 because of the company's guide to about $4.4 billion of capital expenditures in 2017, up about $1 billion over 2016, accompanied by labor and fuel cost pressures. However, Moody's expects capital expenditures to reduce in 2018 and the EBITDA margin will remain above 20% in 2017, a level supportive of the Ba2 rating. Moody's anticipates that the average cost of a barrel of Brent will remain below $60 through 2018, which will limit excessive fuel cost pressures; although the swoon in Brent prices in the first half of 2016 will result in an about 20% increase in the cost of fuel for the industry, including United, in 2017. Accompanying this trend is lower capacity growth by most of the US airlines across their domestic and international networks. Moody's anticipates that United will take the necessary actions to limit outsized pressure on earnings and operating cash flow should revenues fall short of its plans. These include a continuing focus on controlling non-fuel unit costs to support operating cash flow. The stable outlook anticipates that liquidity will remain robust and credit metrics will be at levels supportive of the Ba2 rating, albeit with less cushion compared to the prior 18 months. The outlook also assumes that United and its peers will continue to emphasize earning acceptable returns on invested capital, rather than strategies focused on market share. This will dictate trimming capacity when fares do not cover costs and raising fares as fuel costs rise. Modestly slower planned capacity growth by Spirit Airlines (unrated) in 2017 and higher fuel prices should help reduce the downwards pressure on unit revenue growth (passenger revenue per available seat mile (PRASM)) for the industry. The SGL-1 rating reflects very good liquidity, supported by an expectation of at least $4 billion of cash, the $1.35 billion revolver which will remain undrawn and a large pool of unencumbered assets that would likely allow the company to raise in excess of $4 billion of new debt, if needed. While Moody's anticipates negative free cash flow in 2017 because of stepped up capital investment, it anticipates that capital investment will decline beyond 2017 as the new management team plans and executes its network and fleet strategy. Twenty-two EETC tranches were upgraded by one notch, in step with the upgrade of the Corporate Family rating. Ratings on eleven tranches were affirmed, including the Aa3 ratings assigned to the Class AA tranches of the company's three most recent EETCs. The other four tranches that were affirmed are from transactions that are not cross-defaulted or cross-collateralized and are secured by some of the older aircraft in the company's fleet. The rating actions on the EETCs consider Moody's estimates of loans-to-value (LTVs), Moody's opinions of the probability that United would affirm a transaction under a reorganization scenario based on the aircraft type and age, the relative coupon and the relative attractiveness or demand for particular models and or vintages under a reorganization scenario. The EETC rating actions also consider that the weight of the corporate credit and of the collateral attributes shifts over Moody's corporate rating scale; generally, the higher the corporate rating, the less weight in the collateral. An upgrade could occur if United sustains stronger credit metrics through periods of weaker industry operating earnings. For example, Debt to EBITDA that approaches 3x and EBIT to Interest that approaches 4x. Sustaining funded debt below $10 billion from the current of about $11.7 billion would likely be needed to achieve these metrics when Brent is above $50 per barrel. Balancing reduction of funded debt against share repurchases and sustaining at least $4 billion of cash and at least $1.75 billion of committed, long-term revolving credit facilities will be an important consideration in any potential upgrade. The ratings could be downgraded if United is unable to maintain its EBITDA margin above 15% or if unrestricted cash and short-term investments fall below $3 billion or aggregate liquidity (cash and availability on revolving credit facilities) is sustained below $4.5 billion. Recurring negative annual free cash flow, Debt to EBITDA approaching 4.5 times or EBIT to Interest that approaches 2.5 times could also lead to a downgrade. Changes in UAL's Corporate Family rating, in Moody's opinion of the importance of particular aircraft models to its network, or in Moody's estimates of aircraft market values which will affect estimates of loan-to-value can result in changes to EETC ratings. The methodologies used in these ratings were Global Passenger Airlines published in May 2012, and Enhanced Equipment Trust and Equipment Trust Certificates published in December 2015. United Continental Holdings, Inc. is the holding company for United Airlines, Inc. ("United"). United and United Express operate an average of 4,500 flights a day to 339 airports across five continents. The company reported $36.5 billion of revenue for 2016. Upgrades: Issuer: CLEVELAND (CITY OF) OH -- Backed Senior Unsecured Revenue Bonds, Upgraded to Ba3 (LGD5) from B1 (LGD5) Issuer: Denver (City & County of) CO -- Backed Senior Unsecured Revenue Bonds, Upgraded to Ba3 (LGD5) from B1 (LGD5) Issuer: Harris County Industrial Dev Corp, TX -- Backed Senior Unsecured Revenue Bonds, Upgraded to Ba3 (LGD5) from B1 (LGD5) Issuer: Hawaii Department of Transportation -- Backed Senior Unsecured Revenue Bonds, Upgraded to Ba3 (LGD5) from B1 (LGD5) Issuer: Houston (City of) TX -- Backed Senior Unsecured Revenue Bonds, Upgraded to Ba3 (LGD5) from B1 (LGD5) Issuer: New Jersey Economic Development Authority -- Backed Senior Unsecured Revenue Bonds, Upgraded to Ba3 (LGD5) from B1 (LGD5) Issuer: United Airlines, Inc. -- Backed Senior Secured Bank Credit Facility, Upgraded to Baa3 (LGD2) from Ba1 (LGD2) -- Senior Secured Enhanced Equipment Trust Apr 11, 2024, Upgraded to A2 from A3 -- Senior Secured Enhanced Equipment Trust Apr 29, 2026, Upgraded to A2 from A3 -- Senior Secured Enhanced Equipment Trust Jan 7, 2030, Upgraded to A1 from A2 -- Senior Secured Enhanced Equipment Trust Jul 12, 2022, Upgraded to A2 from A3 -- Senior Secured Enhanced Equipment Trust Oct 7, 2028, Upgraded to A1 from A2 -- Senior Secured Enhanced Equipment Trust Sep 15, 2017, Upgraded to A3 from Baa1 -- Senior Secured Enhanced Equipment Trust Jan 2, 2018, Upgraded to A3 from Baa1 -- Senior Secured Enhanced Equipment Trust Jun 15, 2021, Upgraded to A3 from Baa1 -- Senior Secured Enhanced Equipment Trust Apr 29, 2018, Upgraded to Ba1 from Ba2 -- Senior Secured Enhanced Equipment Trust Oct 2, 2019, Upgraded to Ba1 from Ba2 -- Senior Secured Enhanced Equipment Trust Apr 1, 2021, Upgraded to Ba1 from Ba2 -- Senior Secured Enhanced Equipment Trust May 1, 2022, Upgraded to Baa2 from Baa3 -- Senior Secured Enhanced Equipment Trust Sep 15, 2018, Upgraded to Baa2 from Baa3 -- Senior Secured Enhanced Equipment Trust Apr 11, 2020, Upgraded to Baa2 from Baa3 -- Senior Secured Enhanced Equipment Trust Jul 12, 2020, Upgraded to Baa2 from Baa3 -- Senior Secured Enhanced Equipment Trust Oct 29, 2020, Upgraded to Baa2 from Baa3 -- Senior Secured Enhanced Equipment Trust May 10, 2017, Upgraded to Baa2 from Baa3 -- Senior Secured Enhanced Equipment Trust Oct 2, 2022, Upgraded to Baa1 from Baa2 -- Senior Secured Equipment Trust Jul 2, 2018, Upgraded to Ba1 from Ba2 -- Senior Secured Equipment Trust Apr 19, 2022, Upgraded to Ba1 from Ba2 -- Senior Secured Equipment Trust Sep 1, 2019, Upgraded to Ba1 from Ba2 -- Senior Secured Pass-Through Jun 1, 2029, Upgraded to A1 from A2 Issuer: United Continental Holdings, Inc. -- Probability of Default Rating, Upgraded to Ba2-PD from Ba3-PD -- Corporate Family Rating, Upgraded to Ba2 from Ba3 -- Backed Senior Unsecured Regular Bond/Debentures, Upgraded to Ba3 (LGD5) from B1 (LGD5) Assignments: Issuer: United Continental Holdings, Inc. -- Backed Senior Unsecured Regular Bond/Debenture, Assigned Ba3 (LGD5) Outlook Actions: Issuer: United Airlines, Inc. -- Outlook, Changed To Stable From Positive Issuer: United Continental Holdings, Inc. -- Outlook, Changed To Stable From Positive Affirmations: Issuer: United Air Lines, Inc. -- Backed Senior Secured Pass-Through Jul 2, 2022, Affirmed Ba1 -- Backed Senior Secured Pass-Through Jul 2, 2019, Affirmed Ba3 Issuer: United Airlines, Inc. -- Senior Secured Enhanced Equipment Trust Nov 10, 2019, Affirmed A3 -- Senior Secured Enhanced Equipment Trust Jan 7, 2030, Affirmed Aa3 -- Senior Secured Enhanced Equipment Trust Oct 7, 2028, Affirmed Aa3 -- Senior Secured Enhanced Equipment Trust May 1, 2022, Affirmed Baa1 -- Senior Secured Enhanced Equipment Trust Aug 2, 2020, Affirmed Baa2 -- Senior Secured Enhanced Equipment Trust Sep 15, 2021, Affirmed Baa1 -- Senior Secured Enhanced Equipment Trust May 1, 2018, Affirmed Baa1 -- Senior Secured Equipment Trust Apr 19, 2022, Affirmed A3 -- Senior Secured Pass-Through Jun 1, 2029, Affirmed Aa3 Issuer: United Continental Holdings, Inc. -- Speculative Grade Liquidity Rating, Affirmed SGL-1 VICTORY CAPITAL: Moody's Affirms B2 CFR, Outlook Positive --------------------------------------------------------- Moody's Investors Service affirmed Victory Capital Holdings, Inc.'s B2 corporate family rating, B2 probability of default rating B2-PD, B2 senior secured first lien term loan rating and B2 revolving credit facility rating. The rating outlook is positive. Victory's term loan will be increased by $100 million to $538.6 million, while the $25 million revolver will be unchanged and is expected to be undrawn at closing. Net proceeds from the incremental term loan will be used to fund the dividend to shareholders. "The dividend recapitalization is credit negative because it increases leverage, nevertheless, Moody's affirmed the ratings because Victory's improving business fundamentals and projected free cash flow provide capacity to reduce leverage," said Moody's analyst Rokhaya Cissé. RATINGS RATIONALE Victory's B2 corporate family rating reflects its small scale, focus on active equity management, and elevated financial leverage. With approximately $55 billion in assets under management at year-end 2016, the company has grown primarily through debt-funded acquisitions and remains small relative to Moody's rated universe of asset managers. The firm's expertise in domestic small- to mid-cap equities, an area currently facing secular headwinds, concentrates its AUM mix. However, sales growth in 2016 from the additional retail channels provided by its acquisition of RS Investment Management Co. LLC (unrated, RS) as well as the significant cost savings synergies realized to date are expected to generate the cash flows needed to manage leverage down. Following the loan upsizing, pro-forma leverage, (as calculated by Moody's) will rise to about 4.9 times debt to EBITDA before falling to a level consistent with Victory's rating category by year-end. Given the company's history of dividend recapitalizations, Moody's view of leverage levels incorporates the risk of similar transactions in the future. Moody's said that the following factors could lead to an upgrade: 1) leverage (debt/EBITDA) sustained below 4x; 2) sustained improvement in net client inflows exceeding 3% annually; 3) accelerated business development with new clients; successful launches of unique, prudent, alpha-generative investment products; 4) achieving a lower cost structure that materially increases pre-tax income margins; and. Alternatively, the outlook could move back to stable if there are: 1) additional dividend recapitalizations or other factors resulting in sustained higher leverage 2) net client redemptions exceeding 15% of firm AUM annually; and 3) departure of key staff. The following ratings were affirmed: Corporate Family Rating - B2 Probability of default rating - B2-PD Revolving Credit Facility - B2 Senior Secured Term Loan - B2 The principal methodology used in these ratings was "Asset Managers: Traditional and Alternative" published in December 2015. Victory is a multi-boutique asset manager headquartered in Cleveland, Ohio. At year-end 2016, the company had assets under management of $55 billion and total revenues of approximately $300 million. VIRGIN ISLANDS PFA: Moody's Lowers Sr. Lien Bonds Rating to Caa1 ---------------------------------------------------------------- Moody's Investors Service has downgraded the ratings on the US Virgin Islands' four liens of Matching Fund Revenue Bonds, issued through the Virgin Islands Public Finance Authority, as follows: Senior Lien Bonds to Caa1 from B1; Subordinate Lien Bonds to Caa1 from B1; Subordinated Indenture (Diageo) Bonds to Caa2 from B2; and Subordinated Indenture (Cruzan) Bonds to Caa2 from B2. The bonds are secured by matching fund revenues which are remittances paid by the federal government to the Virgin Islands' government of a portion of federal excise taxes collected on rum produced in the territory and shipped to the US mainland. The rating action affects approximately $1.16 billion in outstanding debt. The downgrades are triggered by the territory's extremely weak financial position and liquidity, its apparent failure to access the capital markets for a planned deficit financing which would have balanced the current year budget and bolstered liquidity levels, and an increased possibility that the government may be forced to restructure its debt to address its financial problems. Key characteristics of the government's general credit profile include: persistent general fund deficits addressed primarily with repeated deficit financings; very high debt levels; declining gross domestic product and population; and a high unemployment. The Virgin Islands' government has an extremely large unfunded pension liability and the retirement system is projected to become insolvent by fiscal 2023. The ratings recognize a number of structural features that provide bondholder protections and stronger credit quality than unsecured general obligation bonds, most notably the direct payment of pledged revenues by the US Treasury to the special escrow agent/trustee. The government recently acted to strengthen the direct payment mechanism by making the instruction to the federal government permanent and irrevocable. The government has pledged and assigned matching fund revenues to the trustee for the benefit of bondholders, establishing a security interest in the revenues. The statutes are written to create a statutory lien on the revenues. Moody's note, however, that these security provisions have not been tested in a stress scenario where the government faces a severe lack of funds to provide basic services and Moody's believe they do not protect bondholders in the event that the government is forced to restructure its debt. Rating Outlook The outlook on the ratings is negative, reflecting the severe fiscal challenges facing the government, the possibility that its liquidity and general credit profile could continue to deteriorate, and the increased possibility that the government may be forced to restructure its debt to address its financial problems. Factors that Could Lead to an Upgrade Restoration and maintenance of structural budget balance by the primary government. Factors that Could Lead to a Downgrade Further erosion of the government's financial position and liquidity. Decline in matching fund revenues and debt service coverage due to further reduction in rum shipments by the two distilleries. Legal Security Bond security is established by the trust indenture, the loan agreement, the special escrow agreement, and Virgin Islands statutes. The government has pledged and assigned matching fund revenues to the trustee for the benefit of bondholders, establishing a security interest in the revenues. The statutes are written to create a statutory lien on the revenues. In the loan agreement the government covenants to direct the US Treasury to pay the pledged matching fund revenues directly to the trustee. This structure provides apparent bondholder protections and stronger credit quality than unsecured general obligation bonds, but it has not been tested in a severe stress scenario. Use of Proceeds Not applicable. Obligor Profile With the closure of the Hovensa oil refinery in 2012, the territory's economy is primarily concentrated in tourism. While there have been some positive trends in visitor counts since the recession, GDP continues to decline, dropping at a compounded annual rate of 2.7% from 2009 to 2014. Population fell from 115,852 in 2008 to 103,450 in 2015, while employment fell from 49,677 to 43,024 over the same period. Unemployment at 11.9% in 2015 was more than twice the US levels. Per capita personal income in 2014 was 47.6% of the US level. Government finances have been severely strained. Revenues fell abruptly in fiscal 2008 and 2009 as a result of the recession and operating losses at the Hovensa refinery. The government addressed the resulting deficits primarily with deficit financings. Revenues have recovered somewhat in recent years. The Hovensa refinery was recently sold generating a $220 million one-time payment which benefited government finances and liquidity in fiscal 2016. Nevertheless, the general fund still has a structural deficit. Methodology The principal methodology used in this rating was US Public Finance Special Tax Methodology published in January 2014. An additional methodology used in this rating was US States Rating Methodology published in April 2013. VKI VENTURES: Seeks May 1 Extension of Plan Filing Deadline ----------------------------------------------------------- VKI Ventures, LLC and VKI Holdings, LLC, ask the U.S. Bankruptcy Court for the Southern District of Florida to further extend for an additional 90 days the exclusive period to file a plan of reorganization, through and including May 1, 2017, as well as the exclusive period to solicit acceptances of a plan, through and including June 30, 2017. The Debtors tell the Court that this is their second request for an extension of their exclusivity periods. The Debtors further tell the Court that they require additional time to file a plan as they are currently in negotiations with the secured creditor, which will have a material effect on the creditors' plan treatment. About VKI Ventures LLC VKI Ventures, LLC filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 16-14898), on April 5, 2016. The petition was signed by Sriram Srinivasan, managing member. The Debtor is represented by Aaron A Wernick, Esq., at Furr & Cohen. The case is assigned to Judge Paul G. Hyman, Jr. The Debtor disclosed total assets at $484,757 and total liabilities at $1.32 million. The Debtor listed Deutsche Bank National Trust Company as its largest unsecured creditor holding a claim of $417,364. [*] Bankruptcy Filings Fall 5.9%, Reach Lowest Level Since 2006 --------------------------------------------------------------- During the 12-month period ended Dec. 31, 2016, 794,960 cases were filed in federal bankruptcy courts, down from the 844,495 bankruptcy cases filed in calendar year 2015 -- a 5.9% drop in filings -- according to a statement by the U.S. Courts. This is the lowest number of bankruptcy filings for any calendar year since 2006, and the sixth consecutive calendar year that filings have fallen. However, it was the first calendar year since 2011 that the rate of annual decline was less than 10%. Total Bankruptcy Filings by Chapter Years Ending December 31, 2012-2016 Chapter ---------------------------------- Year 7 11 12 13 ---- ------- ------- ------ -------- 2016 490,365 7,292 461 296,655 2015 535,047 7,241 407 301,705 2014 619,069 7,234 361 310,061 2013 728,833 8,980 395 333,626 2012 843,545 10,361 512 366,532 [*] Carl Marks Advisors Promotes Three Professionals ---------------------------------------------------- Carl Marks Advisors, a corporate restructuring and investment banking firm to middle market companies, on Jan. 25, 2017, announced the following promotions, effective immediately: -- Jonathan Killion – Managing Director -- Ben Godbout – Director -- Parker Condie - Associate The promotions follow a very active year for Carl Marks Advisors, which in 2016 saw strong demand for its investment banking and restructuring advisory expertise, given the surge of restructurings in the oil & gas, renewable energy, grocery industries, among other sectors. With 2017 expected to mirror 2016 trends, the firm took steps early on to further build out support across teams with the hire of Chuck Kwong, who joined as Vice President of Strategic Research in mid-2016 to focus on the early identification of potential restructurings and work with the team to connect with key stakeholders. Notable achievements in 2016 for Carl Marks Advisors include the following engagements: -- Restructuring advisor to one of the top 10 cooperative food distributors in the U.S. during their sale to a large grocery retailer -- Advisory roles to distressed renewable energy companies -- more specifically acting as advisor to Abengoa on the sale of its U.S. assets and the bankruptcy process -- Acting as chief restructuring advisor to Cal Dive through operation and sale "We are eager to build upon a successful 2016 and capitalize on market opportunities we're seeing in 2017 to deploy our experienced teams and industry know-how across key industries," said Duff Meyercord, partner at Carl Marks Advisors. "Jonathan, Ben and Parker are fine examples of professionals we attract to our firm, and professional growth opportunities our firm provides. We congratulate them on their to-date achievements." About the professionals: Jonathan Killion has 12+ years of financial service experience. Mr. Killion's experience includes working closely with company owners, management teams, board of directors, private equity groups, lenders, and investors on profit improvement, turnarounds, workouts, loan restructurings, due diligence, strategic planning, and mergers and acquisitions. His expertise spans a full range of financial advisory and operational improvement in restructurings and other special situations, both in court and outside of bankruptcy. Prior to joining Carl Marks Advisors, Mr. Killion was a professional at Deloitte serving a multinational healthcare organization. He earned a BS in Business Administration from Georgetown University, is a CFA(R) charter holder, and a member of the Turnaround Management Association. Benjiman Godbout has over 11 years of financial service experience, including significant expertise in financial restructuring and investment banking. Mr. Godbout works closely with company owners, management teams, board of directors, private equity groups, lenders, and investors on engagements spanning bankruptcies, workouts, loan restructurings, due diligence, strategic planning, and mergers and acquisitions. He is also currently serving as a Board Member for a design-engineering firm in South Florida. Prior to joining Carl Marks Advisors, Mr. Godbout served as Vice President at a boutique Private Equity Fund, as well as Sr. Associate at Deloitte Financial Advisory Services. He holds a BA from the University of Western Ontario, and an MBA from the Johnson School at Cornell University. He is registered with FINRA as a Limited Representative – Investment Banking. Parker Condie joined Carl Marks Advisors' investment banking team in 2015 and focuses primarily on providing research and execution services for various investment banking and financial advisory assignments, including mergers & acquisitions, debt and equity capital raises, and financial restructurings for companies, secured and unsecured lenders, and creditors across the capital structure. Mr. Parker has advised on numerous financial restructurings (including Sec. 363 sales and internal reorganizations), capital raises, and mergers & acquisitions assignments across a range of industries. He holds a BA from Boston College and is registered with FINRA as a Limited Representative – Investment Banking. Chuck Kwong has over 23 years in finance and research with advanced skills in identifying potential opportunities through financial metrics screening, analyzing capital structures, and monitoring company developments. Mr. Kwong actively maintains distressed radar watch lists for potential restructurings in order to target advisory opportunities and has in-depth knowledge of bankruptcy process, including DIP and exit financing. He was most recently Vice President at GE Capital, Restructuring & Corporate Retail Finance, one of the largest providers of financing to mid-size and large US businesses. He holds a BA in Economics from Carnegie Mellon University. About Carl Marks Advisors Carl Marks Advisory Group LLC (Carl Marks Advisors) -- http://www.carlmarksadvisors.com-- is a New York-based corporate restructuring and investment banking firm serving middle-market companies. It provides an array of investment banking and operational services, including mergers and acquisitions advice, sourcing of capital, financial restructuring plans, strategic business assessments, improvement plans and interim management. The award-winning firm received the 2016 Turnaround Atlas Awards' Middle Market Restructuring Investment Banker of the Year, Middle Market Out-of-Court Restructuring of the Year and Middle Market Cross Border M&A Deal of the Year; Global M&A Network 2016 & 2014 annual listing of the Top 100 Restructuring and Turnaround Professionals; 2015 ACG New York Champion's Award for Deal of the Year in Manufacturing; was included in Turnarounds & Workouts 2015 Outstanding Turnaround Firms and 2014 Outstanding Investment Banking Firms. [^] Recent Small-Dollar & Individual Chapter 11 Filings ------------------------------------------------------- In re Creasy Geothermal & Well Drilling, Inc. Bankr. M.D. Ga. Case No. 17-70043 Chapter 11 Petition filed January 15, 2017 See http://bankrupt.com/misc/gamb17-70043.pdf represented by: Kenneth W. Revell, Esq. ZALKIN REVELL, PLLC E-mail: krevell@zalkinrevell.com In re Pari Farhang Kermani Bankr. C.D. Cal. Case No. 17-10077 Chapter 11 Petition filed January 16, 2017 represented by: Dana M. Douglas, Esq. E-mail: dmddouglas@hotmail.com In re Wayne John Rizzi Bankr. C.D. Cal. Case No. 17-10334 Chapter 11 Petition filed January 16, 2017 represented by: Todd L. Turoci, Esq. THE TUROCI FIRM E-mail: mail@theturocifirm.com In re Liberal Commons, LLC Bankr. D. Kan. Case No. 17-10044 Chapter 11 Petition filed January 16, 2017 See http://bankrupt.com/misc/ksb17-10044.pdf represented by: David P. Eron, Esq. ERON LAW, P.A. E-mail: david@eronlaw.net In re 7231 Chickadee Ln NE Trust Bankr. D.N.M. Case No. 17-10077 Chapter 11 Petition filed January 16, 2017 See http://bankrupt.com/misc/nmb17-10077.pdf represented by: Patrick Lopez, Esq. E-mail: patrick.lopez.esq@gmail.com In re Hartford Court Development, Inc. Bankr. N.D. Ill. Case No. 17-01356 Chapter 11 Petition filed January 17, 2017 See http://bankrupt.com/misc/ilnb17-01356.pdf represented by: David P. Lloyd, Esq. DAVID P. LLOYD, LTD. E-mail: courtdocs@davidlloydlaw.com In re Mario A. Bravo Corp Bankr. D. Mass. Case No. 17-10144 Chapter 11 Petition filed January 17, 2017 See http://bankrupt.com/misc/mab17-10144.pdf represented by: Stephen P. Lovely, Esq. LOVELY LAW GROUP, LLP E-mail: stephen.lovely@verizon.net In re Jesus Cardona and Maria Cardona Bankr. D. Nev. Case No. 17-10200 Chapter 11 Petition filed January 17, 2017 See http://bankrupt.com/misc/nvb17-10200.pdf represented by: Michael J. Harker, Esq. LAW OFFICES OF MICHAEL J. HARKER E-mail: notices@harkerlawfirm.com In re PSGI Airport, Inc. Bankr. E.D. Pa. Case No. 17-10311 Chapter 11 Petition filed January 17, 2017 See http://bankrupt.com/misc/paeb17-10311.pdf represented by: Christian A. DiCicco, Esq. LAW OFFICES OF CHRISTIAN A. DICICCO E-mail: cdicicco@myphillybankruptcylawyer.com In re Jonathan Kelley Bankr. E.D. Va. Case No. 17-10157 Chapter 11 Petition filed January 17, 2017 represented by: Nathan A. Fisher, Esq. E-mail: Fbarsad@cs.com In re Supreme Ceiling & Interiors, Inc. Bankr. S.D. Fla. Case No. 17-10506 Chapter 11 Petition filed January 17, 2017 See http://bankrupt.com/misc/flsb17-10506.pdf represented by: Mitchell J. Nowack, Esq. NOWACK & OLSON, PLLC E-mail: ecf@nowackolson.com In re Lysandra Amelia Russell Bankr. S.D. Fla. Case No. 17-10509 Chapter 11 Petition filed January 17, 2017 Filed Pro Se In re Copia Investing, LLC Bankr. D. Ariz. Case No. 17-00510 Chapter 11 Petition filed January 18, 2017 See http://bankrupt.com/misc/azb17-00510.pdf represented by: Krystal Marie Ahart, Esq. BANKRUPTCY LEGAL CENTER E-mail: krystal.ahart@azbar.org In re Suzanne Marie Taylor Bankr. N.D. Cal. Case No. 17-50100 Chapter 11 Petition filed January 18, 2017 represented by: Craig V. Winslow, Esq. LAW OFFICES OF CRAIG V. WINSLOW E-mail: CVWinslow@aol.com In re Jeffrey C Unnerstall Bankr. M.D. Fla. Case No. 17-00336 Chapter 11 Petition filed January 18, 2017 represented by: Peter N. Hill, Esq. HERRON HILL LAW GROUP, PLLC E-mail: peter@herronhilllaw.com In re Trendz Corporation Bankr. S.D. Ind. Case No. 17-00258 Chapter 11 Petition filed January 18, 2017 See http://bankrupt.com/misc/insb17-00258.pdf represented by: Eric C Redman, Esq. REDMAN LUDWIG PC E-mail: ksmith@redmanludwig.com In re Cordel Linwood Pulkrabek Bankr. D. Minn. Case No. 17-60022 Chapter 11 Petition filed January 18, 2017 See http://bankrupt.com/misc/mnb17-60022.pdf represented by: Jon R. Brakke, Esq. VOGEL LAW FIRM E-mail: jbrakke@vogellaw.com In re Penny Jo Hamilton-Gaertner Bankr. E.D.N.C. Case No. 17-00271 Chapter 11 Petition filed January 18, 2017 represented by: Clayton W. Cheek, Esq. THE LAW OFFICES OF OLIVER & CHEEK, PLLC E-mail: clayton@olivercheek.com In re Felice Di Sanza Bankr. D.N.J. Case No. 17-10984 Chapter 11 Petition filed January 18, 2017 represented by: Kenneth J. Rosellini, Esq. E-mail: kennethrosellini@gmail.com In re JSS of Albuquerque, LLC Bankr. D.N.M. Case No. 17-10092 Chapter 11 Petition filed January 18, 2017 See http://bankrupt.com/misc/nmb17-10092.pdf represented by: Michael K. Daniels, Esq. E-mail: mdaniels@nm.net In re Top Footwear, LLC Bankr. E.D.N.Y. Case No. 17-40200 Chapter 11 Petition filed January 18, 2017 See http://bankrupt.com/misc/nyeb17-40200.pdf represented by: Julie Cvek Curley, Esq. DELBELLO DONNELLAN WEINGARTEN WISE & WIEDEKEHR, LLP E-mail: JCurley@ddw-law.com In re Media Marketing Research, Inc. Bankr. E.D.N.Y. Case No. 17-40204 Chapter 11 Petition filed January 18, 2017 See http://bankrupt.com/misc/nyeb17-40204.pdf represented by: Stephen Z. Starr, Esq. STARR & STARR, PLLC E-mail: stephenstarr@starrandstarr.com In re Economy Moving and Storage, LLC Bankr. S.D. Ohio Case No. 17-10153 Chapter 11 Petition filed January 18, 2017 See http://bankrupt.com/misc/ohsb17-10153.pdf represented by: Robert R Jones, Esq. E-mail: rrjones@rrjoneslaw.com In re Sylvia M Garcia Ortiz Bankr. D.P.R. Case No. 17-00208 Chapter 11 Petition filed January 18, 2017 represented by: Teresa M Lube Capo, Esq. LUBE & SOTO LAW OFFICES PSC E-mail: lubeysoto@gmail.com In re Oncology Institute of Puerto Rico, P.S.C. Bankr. D.P.R. Case No. 17-00212 Chapter 11 Petition filed January 18, 2017 See http://bankrupt.com/misc/prb17-00212.pdf represented by: Nilda M. Gonzalez Cordero, Esq. GONZALEZ CORDERO LAW OFFICES E-mail: ngonzalezc@ngclawpr.com In re Via Niza, Inc. Bankr. D.P.R. Case No. 17-00215 Chapter 11 Petition filed January 18, 2017 See http://bankrupt.com/misc/prb17-00215.pdf represented by: Nilda M. Gonzalez Cordero, Esq. GONZALEZ CORDERO LAW OFFICES E-mail: ngonzalezc@ngclawpr.com In re Michael Gene Nikirk and Kimberly S. Nikirk Bankr. E.D. Tenn. Case No. 17-30140 Chapter 11 Petition filed January 18, 2017 represented by: Kimberly H. Cambron, Esq. FRESH START LAW E-mail: Kim@FreshStartTennessee.com In re Richard Mark Phillips Bankr. W.D. Tex. Case No. 17-10068 Chapter 11 Petition filed January 18, 2017 represented by: B. Weldon Ponder, Jr., Esq. E-mail: welpon@austin.rr.com In re Presidential Funeral Homes of Arkansas Inc. Bankr. E.D. Ark. Case No. 17-10314 Chapter 11 Petition filed January 19, 2017 See http://bankrupt.com/misc/areb17-10314.pdf represented by: Kevin P. Keech, Esq. KEECH LAW FIRM, PA E-mail: kkeech@keechlawfirm.com In re Inez E. Rozar Bankr. S.D. Cal. Case No. 17-00276 Chapter 11 Petition filed January 19, 2017 represented by: Andrew Moher, Esq. MOHER LAW GROUP E-mail: amoher@moherlaw.com In re Jovan Plamenac Bankr. S.D. Cal. Case No. 17-00287 Chapter 11 Petition filed January 19, 2017 represented by: Marc A. Duxbury, Esq. LAW OFFICES OF MARC A. DUXBURY E-mail: info@countylawcenter.com In re Joseph P. Rigali Bankr. D. Colo. Case No. 17-10406 Chapter 11 Petition filed January 19, 2017 represented by: Jane M. Roberson, Esq. E-mail: Roberson@JustAskJane.info In re J & J Chemical, Inc. Bankr. D. Idaho Case No. 17-40037 Chapter 11 Petition filed January 19, 2017 See http://bankrupt.com/misc/idb17-40037.pdf represented by: Brent T. Robinson, Esq. ROBINSON & TRIBE E-mail: btr@idlawfirm.com In re Deborah D. Caldwell Bankr. E.D.N.C. Case No. 17-00279 Chapter 11 Petition filed January 19, 2017 represented by: Danny Bradford, Esq. PAUL D. BRADFORD, PLLC E-mail: dbradford@bradford-law.com In re Nokomis J. Evans and Tonya W. Evans Bankr. E.D.N.C. Case No. 17-00287 Chapter 11 Petition filed January 19, 2017 represented by: Danny Bradford, Esq. PAUL D. BRADFORD, PLLC E-mail: dbradford@bradford-law.com In re Cargo Doctor Express Inc Bankr. D.N.J. Case No. 17-11153 Chapter 11 Petition filed January 19, 2017 See http://bankrupt.com/misc/njb17-11153.pdf represented by: Harrison Ross Byck, Esq. KASURI BYCK, LLC E-mail: lawfirm@kasuribyck.com In re Cargo Express Transport LLC Bankr. D.N.J. Case No. 17-11154 Chapter 11 Petition filed January 19, 2017 See http://bankrupt.com/misc/njb17-11154.pdf represented by: Harrison Ross Byck, Esq. KASURI BYCK, LLC E-mail: lawfirm@kasuribyck.com In re Christelle Rousseau Bankr. D. Nev. Case No. 17-10247 Chapter 11 Petition filed January 19, 2017 represented by: Matthew L. Johnson, Esq. JOHNSON & GUBLER, P.C. E-mail: annabelle@mjohnsonlaw.com In re Alpha Metal Manufacturing, Inc. Bankr. W.D. Ark. Case No. 17-70125 Chapter 11 Petition filed January 20, 2017 See http://bankrupt.com/misc/arwb17-70125.pdf represented by: Donald A. Brady, Jr., Esq. AADR E-mail: aadrbk@gmail.com In re Jeff Susa and Jill Susa Bankr. D. Nev. Case No. 17-10258 Chapter 11 Petition filed January 20, 2017 represented by: Samuel A. Schwartz, Esq. E-mail: sam@nvfirm.com In re Patti Dillon Bankr. D. Nev. Case No. 17-10264 Chapter 11 Petition filed January 20, 2017 represented by: Samuel A. Schwartz, Esq. E-mail: sam@nvfirm.com In re Yasar Tahmaz Bankr. E.D.N.Y. Case No. 17-40252 Chapter 11 Petition filed January 22, 2017 represented by: Robert Stumpf, Esq. STUMPF LAW FIRM, P.C. E-mail: rob@stumpflawfirm.com ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2017. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000 or Nina Novak at 202-362-8552. *** End of Transmission ***