/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/170301.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, March 1, 2017, Vol. 21, No. 59 Headlines ABBY LEE MILLER: Bankruptcy Fraud Sentencing Delayed AEOLUS PHARMACEUTICALS: Delays Filing of Dec. 31 Form 10-Q AGESONG GENESIS: Involuntary Chapter 11 Case Summary ALL-TEX STAFFING: Voluntary Chapter 11 Case Summary ALLIED CONSOLIDATED: Taps Harold Corzin as Expert Witness AMERICAN AIRLINES: Pennsylvania Court Dismisses "Preitz" ANCHOR R&R: Voluntary Chapter 11 Case Summary ANDRA'S REDEMPTION: Voluntary Chapter 11 Case Summary AVAYA INC: Stops Paying Supplemental Pension Benefits BIOSCRIP INC: GAMCO Asset et al. Hold 13.15% Equity Stake BIOSTAR PHARMACEUTICALS: Has Noncompliance Notice From Nasdaq BULOVA TECHNOLOGIES: Incurs $1.69 Million Net Loss in First Quarter BURGESS MACHINERY: Case Summary & 20 Largest Unsecured Creditors CALIFORNIA RESOURCES: Posts $279 Million Net Income for 2016 CAMBER ENERGY: Offering $150 Million Worth of Securities CAMBER ENERGY: Signs $11M Deal to Buy 13K Acres in Permian Basin CARAUSTAR INDUSTRIES: Moody's Affirms B2 Corp. Family Rating CLASSICAL DEVELOPMENT: Case Summary & 5 Unsecured Creditors COCRYSTAL PHARMA: Motus GI's Martin Named Interim CFO COMSTOCK RESOURCES: Incurs $135.1 Million Net Loss in 2016 COOK INVESTMENTS: Lender to be Paid in 5 Yrs at Reduced Interest CORE RESOURCE: DOJ Watchdog Ordered to Appoint Chapter 11 Trustee CUBA TIMBER: Case Summary & 20 Largest Unsecured Creditors CYTORI THERAPEUTICS: Azaya Discloses 5% Equity Stake as of Feb. 15 DACCO TRANSMISSION: Non-Crossover 2nd Lien Claimants to Get $8.6M DALLAS ROADSTER: Take-Nothing Judgments in TCB Suit Partly Affirmed DART MUSIC: Case Summary & 20 Largest Unsecured Creditors DIGIPATH INC: Board OKs Issuance of 100,000 Shares to Director DIGIPATH INC: Obtains $250,000 from Units Offering DONNA NEWSOME: Court Waives PCO Appointment DUBOIS CHEMICALS: Moody's Assigns B2 Corporate Family Rating E. ALLEN REEVES: Case Summary & 20 Largest Unsecured Creditors ECOSPHERE TECHNOLOGIES: Appoints Dean Becker as Director ERATH IRON: Case Summary & 8 Unsecured Creditors ESSAR STEEL: Proposes March 16 Disclosure Statement Hearing ETERNAL ENTERPRISE: Taps Vin Vizzo for Feb. 7 Fire Insurance Claim FABRICA DE BLOQUES: Seeks to Hire MRO Attorneys as Legal Counsel FAMILY CHRISTIAN: Going Out of Business, To Close 240 Stores FINJAN HOLDINGS: BCPI Reports 22.5% Equity Stake FINJAN HOLDINGS: Had 22.8M Outstanding Common Shares as of Sept. 30 FIRST PHOENIX-WESTON: Disclosure Statement Gets Court's Approval FLETCHER ASSET: EisnerAmeper, Grant on Verge of Ending Funds' Suits FLORIDA FOREST: US Trustee Tries to Block Approval of Plan Outline FORESIGHT ENERGY: Will Redeem Senior Notes Due 2021 FRASIER MEADOWS: Fitch Rates $86MM 2017 Revenue Bonds BB+ GOODMAN NETWORKS: Amended RSA Sets March 13 Chapter 11 Filing GREAT BASIN: Enters Into Waiver Agreements with 2016 Noteholders GREAT BASIN: Had 1.3 Billion Outstanding Common Stock as of Feb. 24 HHGREGG INC: Taps Miller Buckfire to Find Ways to Improve Liquidity HIDALGO INDUSTRIAL: Case Summary & 20 Largest Unsecured Creditors HUMBLE SURGICAL: Voluntary Chapter 11 Case Summary IHEARTCOMMUNICATIONS INC: Incurs $296.3 Million Net Loss in 2016 IRASEL SAND: Case Summary & 17 Largest Unsecured Creditors J. P. ALEXOPOULOS: Case Summary & 11 Unsecured Creditors J.C. PENNEY: To Close 140 Stores, Offer Buyouts to 6,000 Employees J.G. WENTWORTH: Hires Evercore Partners to Fix Capital Structure KIWA BIO-TECH: Closes Sale of $1-Mil. Common Stock to Junwei Zheng KLD ENERGY: Wants More Plan Exclusivity Pending Sale LEHMAN BROTHERS: Banks Lose Claims Over Mortgages LEHMAN BROTHERS: Creditors to Get Additional $288 Million LEHMAN BROTHERS: Fondo de Proteccion Suit Against Diaz Continues LEVEL ACRES: Case Summary & 13 Unsecured Creditors LILY ROBOTICS: Case Summary & 29 Largest Unsecured Creditors LIMITED STORES: $26.75M Sale of IP Assets to Sycamore Unit OK'd LINN ENERGY: Completes Restructuring, Exits Chapter 11 LIZA HAZAN: Creditor Seeks Chap. 11 Conversion, Trustee Appointment LMCHH PCP: Committee Taps Heller Draper as Legal Counsel LSB INDUSTRIES: Jack E. Golsen et al. Have 10.2% Stake MARBLES HOLDINGS: Committee Taps Berkeley as Financial Advisor MARBLES HOLDINGS: Committee Taps Freeborn as Local Counsel MARBLES HOLDINGS: Committee Taps Pachulski as Lead Counsel MARINA BIOTECH: Appoints Chief Scientific Officer and COO MARINA BIOTECH: Closes Offering of $1.78 Million Common Shares MARINA BIOTECH: Could Receive $90M Under SMARTICLES Licensing Pact MARIOLA KIELCZEWSKA: Bank Seeks Appointment of Operating Trustee MAUI LAND: Reports 2016 Net Income of $21.8 Million MCCLATCHY COMPANY: Former CEO to Get $1.7 Million Payout METROPOLITAN STEEL: Court Dismisses Appeal of Sale Order MONACO MOTEL: Case Summary & 7 Unsecured Creditors NASTY GAL: Culminates Bankruptcy with Sale to Rival NAT'L ASSISTANCE BUREAU: Taps Marcus & Millichap as Realtor NATIONAL AIR CARGO: Taps Lippes Mathias as New Legal Counsel NEW BERN: Weaver Cooke's Bid to Intervene in NER's Appeal Denied NEWBURY COMMON: Plan Filing Deadline Extended Until March 8 NEWLEAD HOLDINGS: TransAsia Obtains Favorable Ruling in Fraud Suit NPPF I: Fitch Withdraws 'Csf' Rating on $14MM Class D Debt OMINTO INC: Reports First Quarter Net Loss of $2.3 Million PACIFIC DRILLING: Reports 2016 Net Loss of $37.2 Million PARAGON OFFSHORE: Committee Taps Paul Weiss as Legal Counsel PARAGON OFFSHORE: Committee Taps Young Conaway as Co-Counsel PERFORMANCE SPORTS: Sale Closing Date Extended to Feb. 27 PERFORMANT BUSINESS: Moody's Cuts Corporate Family Rating to Caa1 PERSISTENCE PARTNERS: Mach MG Seeks Ch. 11 Trustee, Case Dismissal PHOENIX MANUFACTURING: Has Until July 1 to Confirm Chapter 11 Plan PIONEER ROOFING: Burke & Herbert Bank Tries to Block Disclosures OK PLATINUM RESOURCES: CuMoCo Provides Notice of Default PUERTO RICO: Governor Says 5 Years Needed to Fix Budget REES ASSOCIATES: Case Summary & 20 Largest Unsecured Creditors RENNOVA HEALTH: Effects 1-for-30 Reverse Stock Split RESIDENTIAL CAPITAL: Plan Injunction Bars Homeowner's Claims ROLLOFFS HAWAII: Trustee Taps Char Sakamoto as Special Counsel SABINE PASS: Moody's Assigns Ba1 Rating to $1.35BB Secured Notes SANDERS NURSERY: Wants Plan Exclusivity Amid Issues With BFN SCARBOROUGH & HARGETT: Court Denies Approval of Plan Outline SEASONS PARTNERS: Case Summary & 20 Largest Unsecured Creditors SEMLER SCIENTIFIC: Green Park Reports 6.7% Stake as of Feb. 15 SIGNAL BAY: Incurs $2.55 Million Net Loss in Fiscal 2016 SOTERA WIRELESS: Seeks Plan Filing Extension Amid Masimo Dispute SPIN CITY EC: Bruce Fuerbringer to Continue to Manage Company SPRINGLEAF FUNDING 2015-A: DBRS Confirms BB Rating on Class D Debt STEREOTAXIS INC: DAFNA Capital Holds 6.27% Stake as of Feb. 9 STONE ENERGY: Closes Sale of Appalachia Properties STONE ENERGY: Completes Financial Restructuring, Exits Chapter 11 STONE ENERGY: Receives Approval to List New Common Stock SUGARMAN'S PLAZA: March 31 Hearing for Trustee Appointment Set T&T AIR: Case Summary & 6 Unsecured Creditors TAR HEEL: Trustee Taps Hire Charles Broadfoot to Manage Tanks TOSHIBA CORP: Not Aware of Westinghouse Considering Chapter 11 TRANSGENOMIC INC: Hires Marcum LLP as New Accountants TRIANGLE USA: NGP Triangle Opposes Plan Disclosures VANGUARD HEALTHCARE: Court Moves Solicitation Period to March 31 VANGUARD NATURAL: Unsecured Creditors' Recovery Unknown Under Plan WALTERS ENTERPRISE: Involuntary Chapter 11 Case Summary WEST SEATTLE LODGE: Case Summary & 20 Largest Unsecured Creditors WEST VIRGINIA HIGH: Asks Time to Resolve Huntington Plan Objection WESTMORELAND COAL: To Restate 2014 and 2015 Financial Statements ********* ABBY LEE MILLER: Bankruptcy Fraud Sentencing Delayed ---------------------------------------------------- The American Bankruptcy Institute, citing the Associated Press, reported that the federal court sentencing for "Dance Moms" star Abby Lee Miller has been postponed from Oct. 11, 2017, to Dec. 2. According to the report, federal prosecutors in Pittsburgh and Ms. Miller's attorney asked to delay the sentence until after a federal appeals court decides a similar bankruptcy fraud case that could impact her sentencing. Ms. Miller has pleaded guilty to trying to hide $775,000 worth of income from the Lifetime network reality show and spinoff projects during her Chapter 11 bankruptcy and violating another law by bringing more than $10,000 worth of Australian currency into the country in 2014, the report related. Prosecutors have said sentencing guidelines call for a prison term of 24 to 30 months, but the defense contends Ms. Miller's creditors didn't lose money so the sentence should range from probation to six months in jail, the report further related. AEOLUS PHARMACEUTICALS: Delays Filing of Dec. 31 Form 10-Q ---------------------------------------------------------- Aeolus Pharmaceuticals, Inc., was unable to timely file its quarterly report on Form 10-Q for the fiscal quarter ended Dec. 31, 2016, without unreasonable effort and expense due to the Company's efforts to collect financial information from a contracting party. The Company expects that the associated Form 10-Q for this period will be filed on or before the fifth calendar day following the prescribed due date. About Aeolus Pharmaceuticals Mission Viejo, California-based Aeolus Pharmaceuticals, Inc., is a Southern California-based biopharmaceutical company leveraging significant government investment to develop a platform of novel compounds in oncology and biodefense. The platform consists of over 200 compounds licensed from Duke University and National Jewish Health. The Company's lead compound, AEOL 10150, is being developed as a medical countermeasure ("MCM") against the pulmonary sub-syndrome of acute radiation syndrome ("Pulmonary Acute Radiation Syndrome" or "Lung-ARS") as well as the gastrointestinal sub-syndrome of acute radiation syndrome ("GI-ARS"). Both syndromes are caused by acute exposure to high levels of radiation due to a radiological or nuclear event. It is also being developed for use as a MCM for exposure to chemical vesicants such as chlorine gas, sulfur mustard gas and nerve agents. Aeolus reported a net loss attributable to common stockholders of $6.04 million on $2.07 million of contract revenue for the fiscal year ended Sept. 30, 2016, compared to a net loss attributable to common stockholders of $2.62 million on $3.11 million of contract revenue for the fiscal year ended Sept. 30, 2015. As of Sept. 30, 2016, Aeolus Pharmaceuticals had $4.17 million in total assets, $972,000 in total liabilities and $3.19 million in total stockholders' equity. AGESONG GENESIS: Involuntary Chapter 11 Case Summary ---------------------------------------------------- Alleged Debtor: AgeSong Genesis, LLC dba AgeSong University 350 University Street San Francisco, CA 94134 Case Number: 17-30175 Type of Business: Health Care Involuntary Chapter 11 Petition Date: February 24, 2017 Court: United States Bankruptcy Court Northern District of California (San Francisco) Judge: Hon. Hannah L. Blumenstiel Petitioners' Counsel: Randy Michelson, Esq. MICHELSON LAW GROUP 220 Montgomery St. #2100 San Francisco, CA 94104 Tel: (415)512-8600 Fax: (415) 512-8601 E-mail: randy.michelson@michelsonlawgroup.com Alleged creditors who signed the involuntary petition: Petitioners Nature of Claim Claim Amount ----------- --------------- ------------ AgeSong Living, LLC Management Fee $51,954 c/o Michelson Law Group 220 Montgomery Street Suite 2100 San Francisco, CA 94104 Tel: (415) 512-8600 Eldership III, LLC Assignment Fee $1,020,719 c/o Michelson Law Group 220 Montgomery Street Suite 2100 San Francisco, CA 94104 Tel: (415) 512-8600 Nader Shabahangi Salary $12,461 c/o Michelson Law Group 220 Montgomery Street Suite 2100 San Francisco, CA 94104 Tel: (415) 512-8600 Pacific Institute Reimbursement $3,780 3121 Fruitvale Avenue Oakland, CA 94602 Armando Ruiz Vacation Pay $2,031 4694 Mammouth Lane Oakley, CA 94561 Ray Navarra Tax Consulting $2,200 381 Ivy Street, Unit #1 San Francisco, CA 94102 Ami Champaneri Vacation Pay $5,047 1958 Hollyview Drive San Ramon, CA 94582 Colleen Collins Bonus $641 1827 Bay Street, #A Alameda, CA 94501 Bokas Consulting Consulting Fee $935 c/o Deno Bokas 536 Leavenworth Street Unit 1103 San Francisco, CA 94109 ALL-TEX STAFFING: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: All-Tex Staffing & Personnel, Inc. 403 North Loop East Houston, TX 77022-539203 Case No.: 17-31109 Chapter 11 Petition Date: February 26, 2017 Court: United States Bankruptcy Court Southern District of Texas (Houston) Judge: Hon. Jeff Bohm Debtor's Counsel: Reese W Baker, Esq. BAKER & ASSOCIATES LLP 5151 Katy Freeway Ste 200 Houston, TX 77007 Tel: 713-869-9200 Fax: 713-869-9100 E-mail: courtdocs@bakerassociates.net Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Archie N. Patterson, president. 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/txsb17-31109.pdf ALLIED CONSOLIDATED: Taps Harold Corzin as Expert Witness --------------------------------------------------------- Allied Consolidated Industries, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Ohio to hire an expert witness. The Debtor proposes to hire Harold Corzin, Esq., an expert in Chapter 7 administration, to provide testimony in connection with the motions filed by the Office of the U.S. Trustee and the United States Steel to convert its bankruptcy case to one under Chapter 7. A court hearing on the motions is scheduled for March 14. Mr. Corzin will charge an hourly rate of $335 for his services. In a court filing, Mr. Corzin disclosed that he is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. About Allied Consolidated Industries Co-founded on March 7, 1973 by current president, John R. Ramun, and his father, Michael Ramun, Allied Erecting and Dismantling, Inc. provided industrial dismantling of decommissioned industrial facilities. In 1985, Allied Industrial Scrap, Inc., Allied Industrial Equipment, Inc., Allied Industrial Development Corporation, and Allied Industrial Contracting, Inc., came into being. The Allied companies' complex at 1999 Poland Avenue, Youngstown, Ohio includes a 25,000 square foot office building and a new 218,000 square foot machine shop, office, and training facility. Allied Consolidated Industries, Inc. is the parent company. President John R. Ramun is a 75% shareholder and his broter, Michael D. Ramun, is a 25% shareholder. Allied Consolidated Industries, Allied Erecting and Dismantling, Allied Gator, Inc., and Allied Industrial Scrap sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ohio Lead Case No. 16-40675) on April 13, 2016. The petitions were signed by John R. Ramun, president. The Court approved the retention of Suhar & Macejko, LLC as counsel for the Debtors on May 12, 2016. The Court entered an agreed order approving the retention of Inglewood Associates, LLC as turnaround managers on May 13, 2016. The Court approved the retention of Eckert Seamans Cherin & Mellott, LLC, as special counsel on July 18, 2016. The Debtors have sought approval to employ Landmark Real Estate Services, LLC as the non-exclusive real estate broker in connection with the listing for sale of 240 acres of properties for a listing period through June 30, 2017. On May 16, 2016, the United States Trustee filed a notice of appointment of an Official Committee of Unsecured Creditors. On June 30, 2016, the bankruptcy court granted Committee's application to retain counsel. On July 11, 2016, the bankruptcy court entered an order granting substantive consolidation of the estates of the debtor companies. AMERICAN AIRLINES: Pennsylvania Court Dismisses "Preitz" -------------------------------------------------------- Judge C. Darnell Jones, II, of the United States District Court for the Eastern District of Pennsylvania dismissed the case captioned WALLACE T. PREITZ, II, Plaintiff, v. AMERICAN AIRLINES, INC., et al., Defendants, Civil Action No. 11-44 (E.D. Pa.), with prejudice and without costs pursuant to Local Rule 41.1(b). Counsel previously notified the district court that the parties had reached a "tentative settlement" with the assistance of a mediator on or around October 30, 2015. Prior to the settlement talks, but after the action was commenced, the defendants sought Chapter 11 bankruptcy protection. On October 7, 2016, counsel informed the district court that the parties had executed a settlement agreement, but indicated that approval of the settlement was pending before the bankruptcy court. Counsel also noted that "the agreement provides that the lawsuit would not be dismissed until a distribution of the settlement proceeds actually occurs" and that, if a distribution did not occur by the end of 2016, the plaintiff reserved the right to declare the agreement null and void. The district court maintained the case in suspense pending the bankruptcy court's approval and ordered a joint status report to be filed by no later than January 10, 2017. In a letter dated January 6, 2017, counsel informed the district court that the bankruptcy court had approved the settlement and that, despite the fact that a distribution had not been made before the close of 2016, the plaintiff had opted not to nullify the agreement. The letter also reiterated that the parties agreed to condition dismissal of the lawsuit on whether a "distribution of the settlement proceeds actually occurs." Thus, the parties requested that the matter remain in suspense until the defendants make such distribution. Put differently, the parties were asking the district court to retain jurisdiction over the matter indefinitely to supervise the implementation, or enforcement, of the settlement agreement. Judge Jones declined to do so. The judge explained that while courts have the "discretion" to retain jurisdiction over a case for the limited purpose of overseeing a settlement contract "if the parties agree," it is the district court's practice to limit the exercise of such jurisdiction to the 90-day period prescribed under Local Rule 41.1(b). A full-text copy of Judge Jones' January 11, 2017 order and memorandum is available at https://is.gd/mHZPDi from Leagle.com. WALLACE T. PREITZ, II is represented by: Ronald H. Surkin, Esq. SCHOENFELD, SURKIN, CHUPEIN & DEMIS PC 25 West Second Street Media, PA 19063-0900 Tel: (610)565-4600 Fax: (610)566-8257 AMERICAN AIRLINES, INC., AMERICAN AIRLINES, INC. PILOT LONG TERM DISABILITY PLAN, AMERICAN AIRLINES, INC. PENSION BENEFITS ADMINISTRATION COMMITTEE are represented by: Ellen L. Perlioni, Esq. OLGETREE, DEAKINS, NASH, SMOAK & STEWART, P.C. Preston Commons West 8117 Preston Road, Suite 500 Dallas, TX 75225 Tel: (214)987-3800 Email: ellen.perlioni@ogletree.com -- and -- Brian W. Sullivan, Esq. MORGAN LEWIS & BOCKIUS 1701 Market St. Philadelphia, PA 19103-2921 Tel: (215)963-5000 Email: brian.sullivan@morganlewis.com About American Airlines AMR Corp. and its subsidiaries including American Airlines, the third largest airline in the United States, filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan on Nov. 29, 2011, after failing to secure cost-cutting labor agreements. AMR, previously the world's largest airline prior to mergers by other airlines, is the last of the so-called U.S. legacy airlines to seek court protection from creditors. American Airlines, American Eagle and the AmericanConnection carrier serve 260 airports in more than 50 countries and territories with, on average, more than 3,300 daily flights. The combined network fleet numbers more than 900 aircraft. The Company reported a net loss of $884 million on $18.02 billion of total operating revenues for the nine months ended Sept. 30, 2011. AMR recorded a net loss of $471 million in the year 2010, a net loss of $1.5 billion in 2009, and a net loss of $2.1 billion in 2008. AMR's balance sheet at Sept. 30, 2011, showed $24.72 billion in total assets, $29.55 billion in total liabilities, and a $4.83 billion stockholders' deficit. Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the debtors. Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law Group, Chartered, are on board as special counsel. Rothschild Inc., is the financial advisor. Garden City Group Inc. is the claims and notice agent. Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP serve as counsel to the Official Committee of Unsecured Creditors in AMR's chapter 11 proceedings. Togut, Segal & Segal LLP is the co-counsel for conflicts and other matters; Moelis & Company LLC is the investment banker, and Mesirow Financial Consulting, LLC, is the financial advisor. ANCHOR R&R: Voluntary Chapter 11 Case Summary --------------------------------------------- Debtor: Anchor R&R, LLC 1271 Nutwood Street Garden Grove, CA 92840 Case No.: 17-10703 Chapter 11 Petition Date: February 24, 2017 Court: United States Bankruptcy Court Central District of California (Santa Ana) Judge: Hon. Catherine E. Bauer Debtor's Counsel: Charity J Miller, Esq. GOE & FORSYTHE LLP 18101 Von Karman Ave Ste 1200 Irvine, CA 92612 Tel: 949-798-2460 Fax: 949-955-9437 E-mail: cmiller@goeforlaw.com Estimated Assets: $10 million to $50 million Estimated Debts: $1 million to $10 million The petition was signed by Teresa Anne Roebuck, manager. The Debtor listed Bohm Wildish, LLP, holding a claim of $100,000, as its as its lone unsecured creditor. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/cacb17-10703.pdf ANDRA'S REDEMPTION: Voluntary Chapter 11 Case Summary ----------------------------------------------------- Debtor: Andra's Redemption, Inc. 104-07 95th Avenue Ozone Park, NY 11416 Case No.: 17-40825 Chapter 11 Petition Date: February 24, 2017 Court: United States Bankruptcy Court Eastern District of New York (Brooklyn) Judge: Hon. Nancy Hershey Lord Debtor's Counsel: Bruce Weiner, Esq. ROSENBERG, MUSSO & WEINER, LLP 26 Court Street, Suite 2211 Brooklyn, NY 11242 Tel: (718) 855-6840 Fax: 718-625-1966 E-mail: courts@nybankruptcy.net Total Assets: $1.02 million Total Liabilities: $493,000 The petition was signed by Andra Indarmattie, president. 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/nyeb17-40825.pdf AVAYA INC: Stops Paying Supplemental Pension Benefits ----------------------------------------------------- Lillian Rizzo, writing for The Wall Street Journal, reported that Avaya Inc. sent a letter to retirees saying that because of its recent Chapter 11 filing, as of Feb. 1, 2017, it would stop paying so-called supplemental pension benefits to certain retirees until further notice. Some retirees recently received notice that March checks also wouldn't arrive, the report related. According to the report, an Avaya spokesman said the company continues to pay federally guaranteed pension payments but doesn't "have the court's authority to make supplemental pension payments…at this point in time." He declined to elaborate on Avaya's plans for these benefits, which are among the liabilities that companies often shed in bankruptcy, the report further related. The Journal pointed out that bankruptcy exposes employees and pensioners to cuts, if not the outright loss, of benefits, only some of which are guaranteed by federal pension laws. That means when companies file for bankruptcy protection, as Avaya did, there is no safety net for the unguaranteed benefits, the Journal further pointed out. The Journal, citing court papers, said Avaya's qualified pension plans, which are backed by the Pension Benefit Guaranty Corp., cover about 1,700 active workers and 13,000 retirees. These plans pay out about $55 million to beneficiaries per quarter, the report added. It is unknown how many of its pensioners receive supplemental pension checks, the report said. About Avaya Avaya Inc., together with its affiliates, is a multinational company that provides communications products and services, including, telephone communications, internet telephony, wireless data communications, real-time video collaboration, contact centers, and customer relationship software to companies of various sizes. The Avaya Enterprise serves over 200,000 customers, consisting of multinational enterprises, small- and medium-sized businesses, and 911 services as well as government organizations operating in a diverse range of industries. It has approximately 9,700 employees worldwide as of Dec. 31, 2016. Avaya sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 17-10089) on Jan. 19, 2017. Seventeen Avaya affiliates also filed separate petitions, signed by Eric S. Koza, CFA, chief restructuring officer, on Jan. 19, 2017. Judge Stuart M. Bernstein presides over the cases. The Debtors have hired Kirkland & Ellis LLP as legal counsel, Centerview Partners LLC as investment banker, Zolfo Cooper LLC as restructuring advisor, PricewaterhouseCoopers LLP as auditor, KPMG LLP as tax and accountancy advisor, The Siegfried Group, LLP as financial services consultant. William K. Harrington, the U.S. Trustee for Region 2, on Jan. 31, 2017, appointed seven creditors of Avaya Inc. to serve on the official committee of unsecured creditors. BIOSCRIP INC: GAMCO Asset et al. Hold 13.15% Equity Stake --------------------------------------------------------- In a regulatory filing with the Securities and Exchange Commission, Gabelli Funds, LLC, et al., disclosed that as of Feb. 23, 2017, they beneficially owned an aggregate of 15,469,385 shares of common stock of BioScrip Inc., representing 13.15% of the 117,682,543 shares outstanding as reported by the Company in its Form 10-Q for the quarterly period ended Sept. 30, 2016. The Reporting Persons beneficially own those Securities as follows: Shares of % of Class of Name Common Stock Common Stock ---- ------------ ------------- GAMCO Asset Management 1,018,751 0.87% Gabelli Funds, LLC 13,498,334 11.47% Teton Advisors, Inc. 950,000 0.81% GAMCO Investors, Inc. 2,300 0.00% A full-text copy of the Schedule 13D/A is available at: https://is.gd/G6kpfD About Bioscrip Headquartered in Denver, Colo., BioScrip, Inc., is a national provider of home infusion services. The company's clinical management programs and services provide access to prescription medications for patients with chronic and acute healthcare conditions, including gastrointestinal abnormalities, infectious diseases, cancer, pain management, multiple sclerosis, organ transplants, bleeding disorders, rheumatoid arthritis, immune deficiencies and heart failure. As of Sept. 30, 2016, Bioscrip had $595.40 million in total assets, $550.05 million in total liabilities, $2.38 million in series A convertible preferred stock, $67.24 million in series C convertible preferred stock and a total stockholders' deficit of $24.28 million. Bioscrip reported a net loss attributable to common stockholders of $309.51 million in 2015, a net loss attributable to common stockholders of $147.7 million in 2014, and a net loss attributable to common stockholders of $69.65 million in 2013. * * * In November 2016, S&P Global Ratings lowered its corporate credit rating on home infusion services provider BioScrip Inc. to 'CCC' from 'CCC+' and revised the outlook to developing from stable. "The downgrade reflects our belief that the company could face a liquidity event within 12 months if it is unable to rapidly improve profitability; moreover, given the company's lowered guidance, its meaningful EBITDA shortfall in the third quarter, and its pattern of falling short of its expectations, our confidence in the company's ability to execute on its cost-cutting and other strategic initiatives is limited," said credit analyst Elan Nat. In March 2016, Moody's Investors Service downgraded BioScrip's Corporate Family Rating to 'Caa2' from 'Caa1' and Probability of Default Rating to 'Caa2-PD' from 'Caa1-PD'. BIOSTAR PHARMACEUTICALS: Has Noncompliance Notice From Nasdaq ------------------------------------------------------------- Biostar Pharmaceuticals, Inc., received a notification letter from Nasdaq Listing Qualifications on Feb. 21, 2017, advising the Company that, following Zhongyang Shang's resignation as an independent director of the Company, the Company was not in compliance with Nasdaq's continued listing requirements set forth in Listing Rule 5605 pertaining to the independent director membership of the Company's Board and its Audit and Compensation Committees. Pursuant to Listing Rules 5605(b)(1)(A), 5605(c)(4) and 5605(d)(4), the Company is extended a cure period to regain compliance with the foregoing deficiency as follows: * Until the earlier of the Company's next annual shareholders' meeting or Feb. 5, 2018, or * If the next annual shareholders' meeting is held before Aug. 4, 2017, then the Company must evidence compliance no later than Aug. 4, 2017. If the Company does not regain compliance by the Compliance Deadline, the Company's securities will be subject to delisting. At that time, the Company may appeal the delisting determination to a Hearings Panel. In its Feb. 9, 2017, Current Report on Form 8-K, the Company disclosed Mr. Shang's departure as a Board and Board committee member due to severe personal health issues. The Company is currently going through the process of considering suitable candidates to fill the vacancy resulting from Mr. Shang's departure. The Company intends to complete this process in due course and by the Compliance Deadline so as to regain the Company's compliance with the Nasdaq continued listing requirements. About Biostar Pharmaceuticals Biostar Pharmaceuticals, Inc., develops, manufactures and markets pharmaceutical and health supplement products for a variety of diseases and conditions. Biostar reported a net loss of $25.1 million in 2015 following net income of $4.84 million in 2014. As of Sept. 30, 2016, Biostar had $40.55 million in total assets, $6.53 million in total liabilities, all current and $34.02 million in total stockholders' equity. Mazars CPA Limited, Certified Public Accountants, in Hong Kong, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company had net decrease in cash and cash equivalents during the year and had a low cash position at Dec. 31, 2015, and had experienced a substantial decrease in sales volume which resulting a net loss for the year. Also, part of the Company's buildings and land use rights are subject to litigation between two independent third parties and the Company's Chief Executive Officer, and the title of these buildings and land use rights has been seized by the PRC Courts so that the Company cannot be sold without the Court's permission. In addition, the Company already violated its financial covenants included in its short-term bank loans. These conditions raise substantial doubt about the Company's ability to continue as a going concern. BULOVA TECHNOLOGIES: Incurs $1.69 Million Net Loss in First Quarter ------------------------------------------------------------------- Bulova Technologies Group, Inc. filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $1.69 million on $6.38 million of revenues for the three months ended Dec. 31, 2016, compared with a net loss of $2.39 million on $413,269 of revenues for the same period in 2015. As of Dec. 31, 2016, Bulova had $18.53 million in total assets, $46.02 million in total liabilities and a total shareholders' deficit of $27.48 million. As of Dec. 31, 2016, the Company's sources of liquidity consisted of new debt as well as new sales reported in the commercial sales and service business segment along with the new sales in the transportation segment of the business. As of Dec. 31, 2016, the Company had $398,261 in cash and cash equivalents. Cash flows used in operating activities was $598,528 for the three months ended Dec. 31, 2016. Cash flows provided by in investing activities was $36,626 for the three months ended Dec. 31, 2016. Cash flows provided by financing activities were $309,901 for the three months ended Dec. 31, 2016. "The Company's ability to cover its operating and capital expenses, and make required debt service payments will depend primarily on its ability to generate operating cash flows. "The Company's business may not generate cash flows at sufficient levels, and it is possible that currently anticipated contract awards may not be achieved. If we are unable to generate sufficient cash flow from operations to service our debt, we may be required to reduce costs and expenses, sell assets, reduce capital expenditures, refinance all or a portion of our existing debt as well as our operating needs, or obtain additional financing and we may not be able to do so on a timely basis, on satisfactory terms, or at all. Our ability to make scheduled principal payments or to pay interest on or to refinance our indebtedness depends on our future performance and financial results, which, to a certain extent, are subject to general economic, political, financial, competitive, legislative and regulatory factors beyond our control. "While the Company believes that anticipated revenues resulting from its expanded efforts relative to its transportation and commercial sales segments will be sufficient to bring profitability and a positive cash flow to the Company, it is uncertain that these results can be achieved. Accordingly, the Company will, in all likelihood have to raise additional capital to operate. There can be no assurance that such capital will be available when needed, or that it will be available on satisfactory terms," the Company stated in the report. A full-text copy of the Form 10-Q/A is available for free at: https://is.gd/RRBR8g About Bulova Bulova Technologies Group, Inc., was originally incorporated in Wyoming in 1979 as "Tyrex Oil Company". During 2007, the Company divested itself of all assets and previous operations. During 2008, the Company filed for domestication to the State of Florida, and changed its name to Bulova Technologies Group, Inc. and changed its fiscal year from June 30 to September 30. Bulova reported a net loss attributable to the Company of $8.06 million on $18.72 million of revenues for the year ended Sept. 30, 2016, compared to a net loss attributable to the Company of $5.44 million on $1.75 million of revenues for the year ended Sept. 30, 2015. BURGESS MACHINERY: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Burgess Machinery, LLC 2435 Kentucky Avenue, Unit 24 Indianapolis, IN 46221 Case No.: 17-01019 Chapter 11 Petition Date: February 24, 2017 Court: United States Bankruptcy Court Southern District of Indiana (Indianapolis) Judge: Hon. James M. Carr Debtor's Counsel: David R. Krebs, Esq. HESTER BAKER KREBS LLC One Indiana Square, Suite 1600 211 N. Pennsylvania Street Indianapolis, IN 46204 Tel: 317-833-3030 Fax: 317-833-3031 E-mail: dkrebs@hbkfirm.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Doyle Burgess, owner/managing member. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/insb17-01019.pdf CALIFORNIA RESOURCES: Posts $279 Million Net Income for 2016 ------------------------------------------------------------ California Resources Corporation filed with the Securities and Exchange Commission its annual report on Form 10-K disclosing net income of $279 million on $1.54 billion of total revenues for the year ended Dec. 31, 2016, compared to a net loss of $3.55 billion on $2.40 billion of total revenue for the year ended Dec. 31, 2015. As of Dec. 31, 2016, California Resources had $6.35 billion in total assets, $6.91 billion in total liabilities and a total deficit of $557 million. "Low commodity prices, coupled with substantial interest payments, could constrain our liquidity. A significant reduction in our liquidity may force us to take actions which could have significant adverse effects," the Company said. The primary source of liquidity and resources to fund the Company's capital program and other obligations is cash flow from operations and borrowings under its revolving credit facility. The Company's borrowing capacity is limited. "Further price declines would reduce our cash flows from operations and may limit our access to borrowing capacity or cause default under our credit facilities or notes. Under these conditions, if we were unable to achieve improved liquidity through additional financing, asset monetizations, restructuring of our debt obligations, equity issuances or otherwise, cash flow from operations and expected available credit capacity could be insufficient to meet our commitments. Successfully completing these actions could have significant adverse effects such as higher operating and financing costs, loss of certain tax attributes or dilution of equity. "We have significant indebtedness and may incur more debt. Higher levels of indebtedness could make us more vulnerable to economic downturns and adverse developments in our business or otherwise limit our operational flexibility." As of Dec. 31, 2016, the Company had $5.3 billion of consolidated indebtedness comprised of senior unsecured notes, second lien secured notes and first-out and second-out secured credit facility borrowings. A full-text copy of the Form 10-K is available for free at: https://is.gd/Q4gz94 About California Resources California Resources Corporation is an independent oil and natural gas exploration and production company operating properties exclusively within the State of California. The Company was incorporated in Delaware as a wholly-owned subsidiary of Occidental on April 23, 2014, and remained a wholly-owned subsidiary of Occidental until the Spin-off. On Nov. 30, 2014, Occidental distributed shares of the Company's common stock on a pro rata basis to Occidental stockholders and the Company became an independent, publicly traded company, referred to in the annual report as the Spin-off. Occidental retained approximately 18.5% of the Company's outstanding shares of common stock which it has stated it intends to divest on March 24, 2016. * * * In September 2016, S&P Global Ratings raised its corporate credit rating on California Resources to 'CCC+' from 'SD'. "We raised the corporate credit rating on CRC to reflect our reassessment of its credit profile following the tender for its senior unsecured notes," said S&P Global Ratings credit analyst Paul Harvey. "The rating reflects our expectation that debt leverage will remain at what we consider unsustainable levels over the next 24 months despite the net-debt reduction of about $625 million from the tender," he added. In August 2016, Moody's Investors Service downgraded California Resources' Corporate Family Rating to 'Caa2' from 'Caa1' and Probability of Default Rating to 'Caa2-PD' from 'Caa1-PD'. CAMBER ENERGY: Offering $150 Million Worth of Securities -------------------------------------------------------- Camber Energy, Inc.. filed a Form S-3 registration statement with the Securities and Exchange Commission relating to the offering, from time to time, of debt securities, shares of its common stock, shares of its preferred stock, depositary shares, warrants, subscription rights, purchase contracts and units that include any of these securities. Any non-convertible debt securities the Company will issue under this prospectus may be guaranteed by certain of its subsidiaries. The aggregate initial offering price of the securities that the Company offers will not exceed $150,000,000. The Company will offer the securities in amounts, at prices and on terms to be determined at the time of the offering. The Company's common stock is quoted on the NYSE MKT under the symbol "CEI." The last reported sale price of its common stock on Feb. 22, 2017, was $0.69 per share. The aggregate market value of the Company's outstanding common stock held by non-affiliates was $11,765,061 based on 23,766,733 shares of outstanding common stock as of Feb. 22, 2017, of which approximately 17,050,814 shares were held by non-affiliates, and based on the last reported sale price of the Company's common stock. Pursuant to General Instruction I.B.6 of Form S-3, in no event will the Company sell securities pursuant to this prospectus with a value of more than one-third of the aggregate market value of its common stock held by non-affiliates in any 12-month period, so long as the aggregate market value of our common stock held by non-affiliates is less than $75,000,000. In the event that subsequent to the date of this prospectus, the aggregate market value of the Company's outstanding common stock held by non-affiliates equals or exceeds $75,000,000, then the one-third limitation on sales will not apply to additional sales made pursuant to this prospectus. A full-text copy of the prospectus is available for free at: https://is.gd/t9evYs About Camber Energy, Inc. Based in Houston, Texas, Camber Energy (NYSE MKT: CEI) is a growth-oriented, independent oil and gas company engaged in the development of crude oil and natural gas in the Austin Chalk and Eagle Ford formations in south Texas, the Permian Basin in west Texas, and the Hunton formation in central Oklahoma. Lucas Energy changed its name to Camber Energy, Inc., effective Jan. 5, 2017, to more accurately reflect the Company's strategic shift from its Austin Chalk and Eagleford roots to an expanding addition of shallow oil and gas reserves with longer-lived, lower-risk production profiles. Lucas Energy reported a net loss of $25.4 million for the year ended March 31, 2016, compared to a net loss of $5.12 million for the year ended March 31, 2015. As of Sept. 30, 2016, Lucas Energy had $71.32 million in total assets, $53.58 million in total liabilities and $17.74 million in total stockholders' equity. Hein & Associates LLP, in Houston, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended March 31, 2016, citing that the Company has incurred significant losses from operations and had a working capital deficit of $9.6 million at March 31, 2015. These factors raise substantial doubt about the Company's ability to continue as a going concern. CAMBER ENERGY: Signs $11M Deal to Buy 13K Acres in Permian Basin ---------------------------------------------------------------- Camber Energy, Inc. announced that its newly formed subsidiary, Camber Permian II LLC, has entered into a definitive Purchase and Sale Agreement with private sellers to acquire oil and gas leases covering approximately 15,500 gross acres (13,000 net acres) in the Permian Basin for $11.03 million (known as the "Arrowhead Project"). The Arrowhead Project covers a contiguous block of acreage across the Yoakum and Cochran County line of the Permian Basin and includes a completed horizontal San Andres well and a salt-water disposal well, both currently shut-in. CPII will put the San Andres well back into production once the salt-water disposal well is placed into service. The transaction, which is targeted to close on or before March 30, 2017, is subject to, among other things, certain purchase price adjustments pursuant to title confirmation and a customary due diligence investigation. Concurrently with the execution of the PSA, CPII also entered into an exploration agreement with certain undisclosed joint-venture partners. This agreement gives CPII access to the proprietary technical, geologic database over the Arrowhead Project. As consideration, the joint-venture partners have the option to own up to a 10% working interest, 5% of which is carried in the lease acquisition. CPII will own the remaining 90% to 95% working interest in the leasehold and will control operatorship of the subject properties. The acquisition of the Arrowhead Project will initially be 100% funded by Jaffe Energy, Inc. ("JEI"). JEI is a closely-held, newly-formed investment vehicle, led by Morris D. "Doug" Jaffe, Jr., Chief Executive Officer, and Justin Jaffe, President. Doug Jaffe, Jr., is an accomplished businessman with a history of investments in the energy sector. In the late 1980s Mr. Jaffe purchased over ten percent of the total outstanding shares of Apache Corporation stock and joined Apache's Board of Directors at a speculative time in that company's history. Subsequently, Apache successfully transitioned from a partnership-based company to a pure oil and gas exploration and production play to become what it is today, a large, international E&P company. Justin Jaffe will spearhead the initial investments in the San Andres with Camber Energy. CPII is structured to ultimately be jointly owned 50%/50% by the Company and JEI, after giving effect to certain earn-in provisions requiring the Company to fund 100% of the drilling and completion spending until such time when Camber's capital investment is equal to the initial capital investment made by JEI, plus an agreed premium to such amount, which is currently estimated to occur after the drilling and completion of six (6) initial wells. CPII expects to drill and complete these initial wells, or more, at the Arrowhead Project during calendar 2017, subject to obtaining development financing. "This acquisition is consistent with our objectives to significantly increase the Company's presence in the rapidly-emerging horizontal San Andres play of the Permian Basin. Geographically, the Arrowhead Project is entirely separate from our other San Andres acreage position, and it expands and diversifies our exposure to this new play," said Anthony C. Schnur, the chief executive officer of Camber Energy. "We are also pleased to welcome our financial partner, Jaffe Energy, joining Camber in this transaction. "We expect this acquisition to provide the Company with a multi-year growth opportunity and an inventory of 75-plus potential drilling locations," Mr. Schnur continued. "At closing, Camber will have amassed an operated position of approximately 16,000 net acres in the Permian Basin, representing another step in our commitment to growth by adhering to our core competencies. Through our ownership and 20-plus year knowledge archive of the similar Hunton play in central Oklahoma, we believe that a number of practices and operational efficiencies from the Hunton may be applied advantageously to our San Andres development. We continue to maintain an aggressive growth posture and are intent on building shareholder value through field re-development, drilling, and continued strategic asset acquisitions." About Camber Energy, Inc. Based in Houston, Texas, Camber Energy (NYSE MKT: CEI) is a growth-oriented, independent oil and gas company engaged in the development of crude oil and natural gas in the Austin Chalk and Eagle Ford formations in south Texas, the Permian Basin in west Texas, and the Hunton formation in central Oklahoma. Lucas Energy changed its name to Camber Energy, Inc., effective Jan. 5, 2017, to more accurately reflect the Company's strategic shift from its Austin Chalk and Eagleford roots to an expanding addition of shallow oil and gas reserves with longer-lived, lower-risk production profiles. Lucas Energy reported a net loss of $25.4 million for the year ended March 31, 2016, compared to a net loss of $5.12 million for the year ended March 31, 2015. As of Sept. 30, 2016, Lucas Energy had $71.32 million in total assets, $53.58 million in total liabilities and $17.74 million in total stockholders' equity. Hein & Associates LLP, in Houston, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended March 31, 2016, citing that the Company has incurred significant losses from operations and had a working capital deficit of $9.6 million at March 31, 2015. These factors raise substantial doubt about the Company's ability to continue as a going concern. CARAUSTAR INDUSTRIES: Moody's Affirms B2 Corp. Family Rating ------------------------------------------------------------ Moody's Investors Service affirmed the B2 corporate family rating and the B2-PD probability of default rating of Caraustar Industries, Inc. and revised the outlook to stable from negative. Moody's also assigned a Ba2 rating to the new $100 million senior secured asset-based revolving facility due December 2021, which is expected to be undrawn at close, and a B2 rating to the new $860 million senior secured term loan due in 2022. The transaction is leverage neutral as the proceeds from the term loan will be used to refinance existing credit facilities. Moody's views the transaction as a modest credit positive as it extends debt maturities by three years and lowers the company's interest cost. Moody's will withdraw the ratings on the existing facilities once the transaction closes. The revision of the outlook to stable reflects the company's improved free cash flow generation despite headwinds in the North American paperboard market and expectations that Moody's adjusted leverage will track toward 5 times over the next 12 months. "Caraustar's improved free cash flow and debt reduction position the company more solidly in the B2 rating category," said Anastasija Johnson, Moody's analyst. "Moody's also expects earnings improvement in 2017 due to completed facility consolidation, ramp-up of coated recycled board production at the Sweetwater mill and last year's LA Paperbox acquisition." Issuer: Caraustar Industries, Inc. Assignments: -- Senior Secured Term Loan, Assigned B2 (LGD4) -- Senior Secured ABL Revolving Credit Facility, Assigned Ba2 (LGD1) Affirmations: -- Probability of Default Rating, Affirmed B2-PD -- Corporate Family Rating, Affirmed B2 Outlook Actions: -- Outlook, Changed To Stable From Negative RATINGS RATIONALE Caraustar's B2 corporate family rating reflect its high leverage (5.6x in the twelve months ended December 2016, as adjusted by Moody's), limited product diversity with concentration in the recycled paperboard and risks associated with private equity ownership. Caraustar benefits from its position as the second largest producer of uncoated recycled paperboard (URB), however, this segment is less consolidated than other packaging boxboard grades, which could result in pricing pressures amid slack demand or difficulty in implementing price increases when raw material costs are rising. The rating also reflects risks related to the company's acquisition-driven growth strategy as well as its exposure to the volatile recycled fiber and energy costs. Caraustar's vertically integrated business model, completed facility consolidation, increasing production of coated recycled board (CRB) at the Sweetwater mill in Georgia, lower capital expenditures and interest cost and announced price increases support strong margins in the mid-teens and should lead to improved free cash flow despite headwinds from rising recycled fiber costs. The company also benefits from good liquidity. The stable outlook reflects Moody's expectations that the company will improve its free cash flow in 2017, continue to reduce debt and will be able to recover rising recycled fiber costs through price increases and contractual cost pass-throughs. Caraustar is expected to have good liquidity over the next 12 months supported by internal cash flow generation and availability under its proposed $100 million revolving facility which is subject to borrowing base limitations and expires in December 2021. The company had $5 million of cash and $1.5 million of borrowings under the current revolver as of December 2016. The revolver had $81.2 million of availability net of $17.3 million of letters of credit outstanding. The new revolver is expected to be undrawn at the completion of the transaction. The company has no near-term maturities and annual term loan amortization is $8.6 million. The revolver has a springing fixed charge covenant if availability falls below the greater of (i) 10% of the lesser of the commitment or the borrowing base, and (ii) $7.5 million. The company currently has significant headroom under the covenant and Moody's do not expects the covenant to be tested. There are no covenants on the term loans. All of the assets are encumbered under the secured credit facility leaving no sources of alternative liquidity. The Ba2 rating on the asset-based revolving credit facility due December 2021 and B2 rating on the first lien term loan due in 2022 reflect their respective collateral and relative position in the company's capital structure. The ABL facility is secured predominantly by a first lien on the receivables and inventory and the second lien on the property, equipment and other assets. The term loan is secured predominantly by a first lien on all real property and other assets of the company other than the ABL collateral, and the second lien on the ABL collateral. To achieve an upgrade, the company needs to diversify its product portfolio, maintain strong EBITDA margins, reduce debt-to-EBITDA to 4.5 times and improve retained cash flow-to-debt to 10%. The ratings could be downgraded if operating environment and credit metrics deteriorate, specifically if leverage increases to over 6 times on a sustained basis. The rating could also be downgraded if liquidity deteriorates or if the company undertakes another significant debt-financed acquisition or dividend recapitalization. The principal methodology used in these ratings was Global Paper and Forest Products Industry published in October 2013. Headquartered in Austell, Georgia, Caraustar Industries, Inc. is an integrated manufacturer of 100% recycled paperboard and converted paperboard products. Caraustar serves the four principal recycled boxboard product end-use markets: tubes and cores, folding cartons, gypsum facing paper and specialty paperboard products. The company has 13 paper mills that produce both uncoated recycled board and coated recycled board, 37 tube and core converting plants, 5 folding carton converting plants and 1 composite can facility. Caraustar reported sales of $1.2 billion in the twelve months ended December 30,. Caraustar is a portfolio company of H.I.G. Capital. CLASSICAL DEVELOPMENT: Case Summary & 5 Unsecured Creditors ----------------------------------------------------------- Debtor: Classical Development, Ltd. 1240 Clear Lake City Blvd Houston, TX 77062 Case No.: 17-31113 Nature of Business: Single Asset Real Estate Chapter 11 Petition Date: February 27, 2017 Court: United States Bankruptcy Court Southern District of Texas (Houston) Judge: Hon. Karen K. Brown Debtor's Counsel: Julie Mitchell Koenig, Esq. COOPER & SCULLY, PC 815 Walker, Suite 1040 Houston, TX 77002 Tel: 713-236-6800 Fax: 713-236-6880 E-mail: julie.koenig@cooperscully.com Total Assets: $3.25 million Total Liabilities: $1.43 million The petition was signed by Fred Forshey, president-general partner Music Mgmt. A copy of the Debtor's list of five unsecured creditors is available for free at http://bankrupt.com/misc/txsb17-31113.pdf COCRYSTAL PHARMA: Motus GI's Martin Named Interim CFO ----------------------------------------------------- Cocrystal Pharma, Inc., entered into an agreement with James J. Martin to serve as the interim chief financial officer of the Company as an independent contractor beginning Feb. 27, 2017. Mr. Martin will be compensated $125 per hour up to a maximum of $7,500 per week. Mr. Martin, 50, has served as chief financial officer of Non-Invasive Monitoring Systems, Inc. (OTCPink:NIMU) since January 2011. Since November 2016, he has served as chief financial officer of Motus GI Holdings, Inc, a privately held medical device company. From September 2014 to November 2016, Mr. Martin served as Chief Financial Officer of VBI Vaccines Inc. (formerly SciVac Therapeutics, Inc.) (NASDAQ: VBIV), a pharmaceutical development and manufacturing company. From April 2014 to September 2015, Mr. Martin served as chief financial officer of Vapor Corp, Inc. (NASDAQ: VPCO), a vaporizer retail and wholesale company. From January 2011 to Oct. 2, 2013, Mr. Martin served as chief financial officer of SafeStitch prior to its merger with TransEnterix, Inc. Previously, on Feb. 8, 2017, the Company had entered an agreement with Craig Hooson, a financial consultant with Tatum LLC, to serve as the Company's interim chief financial officer. The Company delayed reporting Mr. Hooson's appointment on Form 8-K pending its planned issuance of a press release. However, on Feb. 17, 2017, prior to beginning his work for the Company, Mr. Hooson withdrew his acceptance of the Company's offer. About Cocrystal Pharma Cocrystal Pharma, Inc., formerly known as Biozone Pharmaceuticals, Inc., is a pharmaceutical company with a mission to discover novel antiviral therapeutics as treatments for serious and/or chronic viral diseases. Cocrystal Pharma employs unique technologies and Nobel Prize winning expertise to create first- and best-in-class antiviral drugs. These technologies and the Company's market- focused approach to drug discovery are designed to efficiently deliver small molecule therapeutics that are safe, effective and convenient to administer. The Company's primary business going forward is to develop novel medicines for use in the treatment of human viral diseases. Cocrystal has been developing novel technologies and approaches to create first-in-class and best-in-class antiviral drug candidates since its initial funding in 2008. Subsequent funding was provided to Cocrystal Discovery, Inc., by Teva Pharmaceuticals Industries, Ltd., or Teva, in 2011. The Company's focus is to pursue the development and commercialization of broad-spectrum antiviral drug candidates that will transform the treatment and prophylaxis of viral diseases in humans. By concentrating the Company's research and development efforts on viral replication inhibitors, the Company plans to leverage its infrastructure and expertise in these areas. Cocrystal Pharma reported a net loss of $50.1 million on $78,000 of grant revenues for the year ended Dec. 31, 2015, compared to a net loss of $99,000 on $9,000 of grant revenues for the year ended Dec. 31, 2014. As of Sept. 30, 2016, Cocrystal Pharma had $220.90 million in total assets, $53.07 million in total liabilities and $167.82 million in total stockholders' equity. COMSTOCK RESOURCES: Incurs $135.1 Million Net Loss in 2016 ---------------------------------------------------------- Comstock Resources, Inc., reported financial and operating results for the quarter and year ended Dec. 31, 2016. Comstock produced 62 Bcfe or 169 million cubic feet equivalent ("MMcfe") per day during 2016. Natural gas production grew 13% in 2016 to 53.7 Bcf while oil production decreased by 55% to 1.4 million barrels. Natural gas comprised 87% of Comstock's 2016 total production as compared to 72% of total production in 2015. Production in the fourth quarter of 2016 was 14 Bcfe or 153 MMcfe per day, which was comprised of 3,217 barrels of oil and 133 million cubic feet ("MMcf") of natural gas. The production decline in the fourth quarter was primarily attributable to the suspension of the drilling program in June 2016, which was restarted in the fourth quarter, the Company's divestiture of certain natural gas properties in the fourth quarter, and the shut-in of certain of the Company's Haynesville shale production for offset completion activity. Oil and natural gas prices remained low in 2016 and continued to negatively impact the Company's financial results. Comstock's average realized natural gas price, including realized hedging gains, of $2.32 per thousand cubic feet ("Mcf") in the year ended December 31, 2016 was comparable to the $2.33 per Mcf realized in the year ended Dec. 31, 2015. The Company's average realized oil price decreased by 17% to $38.24 per barrel in the year ended Dec. 31, 2016, as compared to $46.19 per barrel in the year ended Dec. 31, 2015. Oil and gas sales (including realized gains or losses from hedging) in the year ended Dec. 31, 2016, of $177.8 million decreased by 30% as compared to $253.7 million in the year ended Dec. 31, 2015. EBITDAX, or earnings before interest, taxes, depreciation, depletion, amortization, exploration expense and other noncash expenses, decreased 40% to $90.9 million in the year ended Dec. 31, 2016, from EBITDAX of $150.4 million in the year ended Dec. 31, 2015. In the fourth quarter of 2016, oil and natural gas prices improved as compared to the fourth quarter of 2015. Comstock's average realized natural gas price, including realized hedging gains, increased 41% to $2.85 per Mcf in the fourth quarter of 2016 as compared to $2.02 per Mcf realized in the fourth quarter of 2015. The Company's average realized oil price increased by 27% to $45.96 per barrel in the fourth quarter of 2016 as compared to $36.26 per barrel in the fourth quarter of 2015. Oil and gas sales in the quarter (including realized gains from hedging) increased by 1% to $48.5 million as compared to 2015's fourth quarter sales of $48.1 million. EBITDAX was $27.2 million in the fourth quarter of 2016 as compared to EBITDAX of $27.0 million in the fourth quarter of 2015. Comstock reported a net loss of $135.1 million, or $11.52 per share, for the year ended Dec. 31, 2016 as compared to a net loss of $1.0 billion, or $113.53 per share, for the year ended Dec. 31, 2015. Excluding nonrecurring items from each period's results, the net loss for the year ended Dec. 31, 2016, would have been $171.4 million, or $14.61 per share, as compared to a net loss of $189.2 million, or $20.51 per share, in the year ended Dec. 31, 2015. The nonrecurring items impacting 2016 results include impairments on oil and gas properties and unevaluated leases and losses realized from divestitures of $125.5 million, an unrealized loss from derivative financial instruments of $7.5 million, an income tax charge to reflect a change in state law of $7.2 million, and a gain of $176.5 million from extinguishment of debt, less the amortization of the original issue discount from the notes issued in the debt exchange completed in September 2016. Financial results for the year ended Dec. 31, 2015, included impairments on oil and gas properties and unevaluated leases and losses realized from divestitures of $982.4 million, a valuation allowance on deferred tax assets of $283.6 million, unrealized gain from derivative financial instruments of $1.4 million, a net gain on extinguishment of debt of $78.7 million, and drilling rig termination fees of $1.7 million. For the fourth quarter of 2016, Comstock reported a net loss of $54.9 million, or $4.48 per share, as compared to a net loss of $288.5 million, or $31.26 per share, for the fourth quarter of 2015. Excluding nonrecurring items from each period's results, the net loss for the fourth quarter of 2016 would have been $31.6 million, or $2.58 per share, as compared to a net loss of $42.2 million, or $4.57 per share, in the fourth quarter of 2015. The nonrecurring items impacting the fourth quarter 2016 results include impairments on oil and gas properties and unevaluated leases and losses realized from divestitures of $2.8 million, an unrealized loss from derivative financial instruments of $6.0 million, an income tax charge to reflect a change in state law of $3.4 million, and charges associated with the debt exchange totaling $11.1 million. Financial results for the fourth quarter of 2015 included impairments on oil and gas properties and unevaluated leases and losses realized from divestitures of $254.9 million, a valuation allowance on deferred tax assets of $93.4 million, an unrealized gain from derivative financial instruments of $0.1 million, and a gain on extinguishment of debt of $23.2 million. As of Dec. 31, 2016, Comstock Resources had $889.87 million in total assets, $1.16 billion in total liabilities and a total stockholders' deficit of $271.26 million. 2016 Drilling Program The highlight of 2016 was the successful results from the Company's Haynesville shale drilling program. Despite a limited drilling budget in 2016, Comstock added 286 Bcfe of new proved oil and natural gas reserves primarily related to its Haynesville shale properties. In addition, the Company experienced 144 Bcfe in upward revisions primarily related to the strong performance of the Haynesville shale wells drilled in 2015 and 2016. Comstock spent $59.5 million for its drilling activities in 2016. Comstock drilled 13 wells (7.9 net) in 2016; 11 (7.8 net) of the wells were Haynesville shale wells drilled in North Louisiana and the remaining two (0.1 net) were non-operated Eagle Ford shale wells. Comstock's 2016 "all-in" finding costs were approximately $0.14 per Mcfe. Eleven (6.3 net) of the wells drilled in 2016 have been completed. The remaining two (1.6 net) wells will be completed in March 2017. The average initial production rate of the six completed operated Haynesville wells was 24 MMcf per day. Three of these wells have been completed since the Company's operational update. The Pace James 5-8 #1 well in Logansport, Louisiana was drilled to a total vertical depth of 11,245 feet with a 7,593 foot lateral. This well targeted the Haynesville shale and was tested with an initial production rate of 25 MMcf per day. The second well, the Claybrook 15 #2 was drilled in Desoto Parish, Louisiana to a total vertical depth of 11,359 feet with a 4,389 foot lateral. This well targeted the Haynesville shale and was tested with an initial production rate of 24 MMcf per day. The third well, the Halsey 14 #1 was drilled in Desoto Parish, Louisiana to a total vertical depth of 11,417 feet with a 4,476 foot lateral. This well targeted the Haynesville shale and was tested with an initial production rate of 21 MMcf per day. The two (0.1 net) non-operated Eagle Ford shale wells that the Company participated in achieved initial production rates of 1,826 and 1,639 barrels of oil per day. The wells had 10,000 foot laterals and were drilled 350 feet apart. The results are very encouraging and supportive of the Company resuming development of its Eagle Ford shale properties where it has 336 identified future locations based on similar well spacing. Comstock currently plans to drill 20 (15.5 net) additional Haynesville shale wells in 2017 and complete the 2016 wells at an estimated capital outlay of $142.9 million. Comstock has budgeted an additional $7.0 million for other non-drilling expenditures. The Company also has tentatively budgeted an additional $17.6 million for two (1.7 net) Bossier shale wells that may be drilled in late 2017 depending on natural gas prices. These wells would further prove up the Bossier shale potential of its properties demonstrated by the successful Jordan well drilled in 2015. In order to lock in the returns that the Haynesville shale drilling program can generate, the Company has, in the aggregate, hedged 72 million cubic feet per day of its 2017 natural gas production at a NYMEX equivalent of $3.38 per Mcf. A full-text copy of the Form 10-K is available for free at: https://is.gd/06eHAs About Comstock Resources Comstock Resources, Inc. is an independent energy company based in Frisco, Texas and is engaged in oil and gas acquisitions, exploration and development primarily in Texas and Louisiana. The Company's stock is traded on the New York Stock Exchange under the symbol CRK. * * * As reported by the TCR on Sept. 23, 2016, S&P Global Ratings raised its corporate credit rating on Comstock Resources Inc. to 'CCC+' from 'SD' (selective default). The outlook is negative. "The rating actions on Comstock are in conjunction with the Sept. 6, 2016, close of their comprehensive debt exchange and our assessment of the company's revised capital structure and credit profile," said S&P Global Ratings credit analyst Aaron McLean. Comstock Resources carries a 'Caa2' corporate family rating from Moody's Investors Service. COOK INVESTMENTS: Lender to be Paid in 5 Yrs at Reduced Interest ----------------------------------------------------------------- Cook Investments NW, SPNWY, LLC, and its debtor-affiliates filed with the U.S. Bankruptcy Court for the Western District of Washington a joint disclosure statement filed on Feb. 21, 2017, referring to the Debtors' plan of reorganization. The Plan provides for the full payment of all creditors. The Plan incorporates the terms of a Chapter 11 plan agreement that was entered into among the Debtors and Columbia State Bank that the Court previously approved. The Plan Agreement restructures the Bank's claims for repayment over a period of up to five years at a reduced interest rate. Other creditors will be paid in full from surplus cash flow from the Debtors' lease income. The Plan provides for the substantive consolidation of the Debtors for purposes of performing under the Plan, and for full payment of all creditors. The Debtors will continue to operate under the Plan Agreement following Confirmation until the Judgments are satisfied in full. Monthly rent collections by the lessor debtors total $64,204, while monthly payments on the Class 4 Claim under the Plan Agreement are $39,941.25. All other creditors will be paid in full from surplus funds from collection of rental income each month. A copy of the Disclosure Statement is available at: http://bankrupt.com/misc/wawb16-44782-51.pdf About Cook Investments NW, SPNWY, LLC Cook Investments NW, SPNWY, LLC, filed a Chapter 11 bankruptcy petition (Bankr. W.D.WA. Case No. 16-44782) on Nov. 21, 2016. The Hon. Brian D. Lynch presides over the case. Bush Kornfeld LLP represents the Debtor as counsel. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The petition was signed by Michael Cook, sole member. CORE RESOURCE: DOJ Watchdog Ordered to Appoint Chapter 11 Trustee ----------------------------------------------------------------- Judge Brenda K. Martin of the U.S. Bankruptcy Court for the District of Arizona entered an Order directing the U.S. Trustee to appoint a Chapter 11 Trustee for Core Resource Management, Inc. The Order was made pursuant to the Official Committee of Unsecured Creditors' Renewed and Expedited Motion to Appoint a Chapter 11 Trustee for the Debtor. As previously reported by The Troubled Company Reporter, the Committee asked the Court to enter direct the immediate appointment of a Chapter 11 Trustee for the Debtor based on the current financial condition of the Debtor, current management and counsel's participation in and/or knowledge of fraudulent conduct, current management and counsel's inability and/or refusal to comply with the Bankruptcy reporting requirements and orders to produce documents, and the counsel's failure to disclose a material conflict of interest entailing his representation of the Debtor's chief financial officer during the pendency of the case. The Committee also asked the Court to enter an order prohibiting the Debtor's principals from accessing the Debtor's files or bank accounts. According to the Committee, a Chapter 11 Trustee can have access to critical information, review and analyze the issues, benefit from the research of the Committee and the advice of two expert financial advisors. The Committee believes it is well worth the effort to have a Chapter 11 Trustee in place to see if there is a recovery possible for the $3 million in debt probably created by and certainly worsened by insider wrong-doing and mis- or non-management. About Core Resource Core Resource Management, Inc. was incorporated in Nevada on Feb. 17, 1999. The original company name was Apex Sports.com, Inc., and then after through several name changes the company became, Direct Pet Health Holdings, Inc. On Sept. 20, 2012, Direct Pet Health Holdings, Inc., then merged with Clark Scott LLC with the resulting corporation was named Core Resource Management, Inc being the surviving entity. Since its inception, Core Resources has been involved in the business of investing in cash flow positive opportunities. Upon completion of this process, approximately, $5 million were raised for what was a startup oil and gas company with no assets. The primary use case for the invested funds was to purchase royalties and working interest of existing oil and gas wells. Core Resource sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 16-06712) on June 13, 2016. The petition was signed by Dennis Miller, chief operating officer. The case is assigned to Judge Brenda K. Martin. Hauf PLC serves as counsel to the Debtor. Henry & Horne, LLP serves as financial advisor. At the time of the filing, the Debtor estimated its assets and debts at $1 million to $10 million. The U.S. Trustee on July 15, 2016, appointed three creditors to serve in the official committee of unsecured creditors in the Debtors' cases. Dickinson Wright PLLC serves as counsel to the committee. Clotho Corporate Recovery, LLC, serves as financial advisor. CUBA TIMBER: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Cuba Timber Co., Inc. PO Box 427 Cuba, AL 36907 Case No.: 17-70349 Chapter 11 Petition Date: February 24, 2017 Court: United States Bankruptcy Court Northern District of Alabama (Tuscaloosa) Debtor's Counsel: Alphonse Richard Maples, Jr., Esq. MAPLES & FONTENOT, LLP P.O. Box 1281 Mobile, AL 36633 Tel: 251-432-2629 Fax: 215-432-3629 E-mail: maplex@bellsouth.net armaples@maplesfontenot.com Total Assets: $2.72 million Total Liabilities: $6.91 million The petition was signed by Steve Goodman, president. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/alnb17-70349.pdf CYTORI THERAPEUTICS: Azaya Discloses 5% Equity Stake as of Feb. 15 ------------------------------------------------------------------ In a Schedule 13G filed with the Securities and Exchange Commission, Azaya Therapeutics, Inc. reported that as of Feb. 15, 2017, it beneficially owns 1,173,241 shares of common stock of Cytori Therapeutics, Inc. representing 5 percent of the shares outstanding. A copy of the regulatory filing is available for free at https://is.gd/A1cVv5 About Cytori Based in San Diego, California, Cytori Therapeutics (NASDAQ: CYTX) -- http://www.cytori.com/-- is an emerging leader in providing patients and physicians around the world with medical technologies, which harness the potential of adult regenerative cells from adipose tissue. The Company's StemSource(R) product line is sold globally for cell banking and research applications. Cytori reported a net loss allocable to common stockholders of $19.4 million on $4.83 million of product revenues for the year ended Dec. 31, 2015, compared to a net loss allocable to common stockholders of $38.5 million on $4.95 million of product revenues for the year ended Dec. 31, 2015. As of Sept. 30, 2016, Cytori had $36.84 million in total assets, $23.17 million in total liabilities and $13.67 million in total stockholders' equity. KPMG LLP, in San Diego, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company's recurring losses from operations and liquidity position raises substantial doubt about its ability to continue as a going concern. DACCO TRANSMISSION: Non-Crossover 2nd Lien Claimants to Get $8.6M ----------------------------------------------------------------- DACCO Transmission Parts (NY), Inc., et al., filed with the U.S. Bankruptcy Court for the Southern District of New York an amended disclosure statement dated Feb. 21, 2017, referring to the Debtors' plan of reorganization. Alex Wolf, writing for Bankruptcy Law360, reports that the Debtors are proposing to swap $224 million in first-lien lender claims for common stock in the new company and $60 million in unsecured convertible notes. The Amended Disclosure Statement is available at: http://bankrupt.com/misc/nysb16-13245-317.pdf Class 1B consists of any Second Lien Credit Agreement Claim of any Non-Crossover Second Lien Lender. Non-Crossover Second Lien Lenders means all persons or entities who, as of Jan. 8, 2017, (i) did not hold, directly or indirectly, First Lien Obligations and were not signatories to or were not bound by the Restructuring Support Agreement, and (ii) held Second Lien Obligations and were parties to pending trade confirmations or other similar agreements or arrangements pursuant to which the persons or entities were entitled to acquire Second Lien Obligations in accordance with the terms of the trade confirmations, agreements or arrangements but, for the avoidance of doubt, Non-Crossover Second Lien Lenders will not include any persons or entities who, as of Jan. 8, 2017, with respect to all or that portion of their Second Lien Obligations that were subject to pending trade confirmations or other similar agreements or arrangements pursuant to which such persons or entities agreed to sell the Second Lien Obligations in accordance with the terms of such trade confirmations, agreements or arrangements. Non-Crossover Second Lien Credit Agreement Claims Distribution means cash in the amount of $8.6 million. On the Effective Date, each holder of a Non-Crossover Second Lien Credit Agreement Claim will receive its pro rata share of the Non-Crossover Second Lien Credit Agreement Claims Distribution. For the avoidance of doubt, holders of Second Lien Credit Agreement Claims other than Non-Crossover Second Lien Credit Agreement Claims will be deemed to have waived the claims pursuant to the Restructuring Support Agreement and will not receive any recovery under the Plan on account of the claims. The Non-Crossover Second Lien Credit Agreement Claims Distribution will be made to the Second Lien Credit Facility Agent on the Effective Date, and the Second Lien Credit Facility Agent will first pay the Second Lien Fees from the Non-Crossover Second Lien Credit Agreement Claims Distribution and then distribute the remainder of the distribution solely to Non-Crossover Second Lien Lenders on a Pro Rata basis. To the extent that any Non-Crossover Second Lien Lender is party to a pending trade confirmation or other similar agreement or arrangement pursuant to which the person or entity was entitled to acquire Second Lien Obligations as of Jan. 8, 2017, distributions will be made by the Second Lien Credit Facility Agent directly to such Non-Crossover Second Lien Lender on account of the Second Lien Obligations to be acquired pursuant to the pending trade confirmation, agreement or arrangement in accordance with the terms thereof. As a condition to the receipt of the distribution, each Non-Crossover Second Lien Lender will execute and deliver to the Second Lien Agent and the Debtors a Non-Crossover Second Lien Lender Certification representing and warranting: (a) the total amount of Second Lien Obligations held by the Non-Crossover Second Lien Lender as of Jan. 8, 2017, plus any Second Lien Obligations subject to any pending trade confirmations or other similar agreements or arrangements to which such Non-Crossover Second Lien Lender was party as of Jan. 8, 2017, and pursuant to which such Non-Crossover Second Lien Lender was to acquire Second Lien Obligations; (b) that, as of Jan. 8, 2017, the Non-Crossover Second Lien Lender did not hold, directly or indirectly, First Lien Obligations and was not a signatory to or bound by the Restructuring Support Agreement; and (c) the Non-Crossover Second Lien Lender (i) was not, as of Jan. 8, 2017, party to any pending trade confirmation or other similar agreement or arrangement pursuant to which the person or entity was the seller of Second Lien Obligations or (ii) to the extent the person or entity was party to a pending trade confirmation or other similar agreement or arrangement as of the date, the identity of the buyer under the trade confirmation, agreement or arrangement and the amount of Second Lien Obligations to be transferred thereunder. The failure by any Non-Crossover Second Lien Lender to represent and warrant to the foregoing within 30 days of the Effective Date will result in the forfeiture of the person's or entity's pro rata allocation of the Non-Crossover Second Lien Credit Agreement Claims Distribution, with the forfeited amount to be redistributed, on a pro rata basis to each other Non-Crossover Second Lien Lender in compliance with the terms of the Plan. Any Second Lien Lender that disputes the accuracy of the Non-Crossover Second Lien Schedule will provide notice to the Second Lien Credit Facility Agent no later than 15 days following the entry of the Confirmation Order and provide documentation supporting such Second Lien Lender's position, and the portion of the Non-Crossover Second Lien Credit Agreement Claims Distribution subject to the dispute will be escrowed pending resolution of the dispute. The Court will retain jurisdiction to resolve any dispute regarding the accuracy and completeness of the Non-Crossover Second Lien Schedule. Class 1B is impaired by the Plan. Under the Original Plan, Non-Crossover Second Lien Credit Agreement Claims were included in the class of General Unsecured Claims (Class 4) that was deemed to have voted to reject the Plan. On Feb. 10, 2017, the Debtors filed the Vote Modification Motion asking the Court to establish a date by which Non-Crossover Second Lien Lenders may change their deemed vote rejecting the Plan. As of the Effective Date, Reorganized Speedstar will authorize and issue the New Common Stock, which will be distributed to the First Lien Lenders on account of the First Lien Credit Agreement Claims and the Senior Exit Facility Lenders under the Senior Exit Facility. The New Common Stock shall represent 100% of the common stock of Reorganized Speedstar outstanding on the Effective Date, subject to dilution by the Management Incentive Plan and the Senior Exit Facility Distribution. On and as of the Effective Date, Reorganized Speedstar will enter into and deliver the New Stockholders Agreement to each entity that is intended to be a party thereto and the agreement will be deemed to be valid, binding and enforceable in accordance with its terms, and each party thereto will be bound thereby, in each case without the need for execution by any party thereto other than Reorganized Speedstar. The property of each estate will vest in the applicable Reorganized Debtor, free and clear of all claims, liens, encumbrances, charges and other Interests, except as provided in the Plan, the First Lien Credit Agreement Amendment, the Senior Exit Facility Credit Agreement, the New Intercreditor Agreement, the other Plan Documents or the confirmation court order. The Reorganized Debtors may operate their businesses and may use, acquire and dispose of property free of any restrictions of the Bankruptcy Code or the Bankruptcy Rules and in all respects as if there were no pending case under any chapter or provision of the Bankruptcy Code. The distributions to be made in cash under the terms of the Plan shall be funded from the Debtors' cash on hand as of the Effective Date and the proceeds of the Senior Exit Facility. As reported by the Troubled Company Reporter on Dec. 6, 2016, the Debtors filed with the Court a disclosure statement referring to the Debtors' prepackaged plan, which proposed that Class 4 General Unsecured Claims -- estimated at $192,400,000 -- are impaired, and that after the Effective Date, all holders of General Unsecured Claims will receive their pro rata share of $500,000. About DACCO Transmission Parts (NY) Headquartered in Cleveland, Ohio, Transtar Holding Company manufactures and distributes aftermarket driveline Replacement parts and components to the transmission repair and remanufacturing market. It also supplies autobody refinishing products and manufactures air conditioning, cooling and power steering assemblies and components. Founded in 1975, Transtar maintains over 70 local branch locations, four manufacturing and production facilities (in Alma, Michigan; Brighton, Michigan; Cookeville, Tennessee; and Ferris, Texas), and four regional distribution centers throughout the United States, Canada and Puerto Rico. On Dec. 21, 2010, the Company was acquired from Linsalata Capital Partners by current majority equity holder Friedman Fleischer & Lowe LLC. The acquisition was financed with $425 million of senior secured credit facilities. As of the Petition Date, the Company employs approximately 2,000 full-time and 50 part-time employees in the United States, and approximately 100 full-time employees in Canada and Puerto Rico. DACCO Transmission Parts (NY), Inc. and 46 affiliated debtors, including Transtar Holding Company, filed chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 16-13245 to 16-13291) on Nov. 20, 2016. The petitions were signed by Joseph Santangelo, authorized signatory. The cases are pending before Judge Mary Kay Vyskocil, and the Debtors have requested that their cases be jointly administered under Case No.16-13245. The Debtors estimated assets and liabilities at $500 million to $1 billion at the time of the filing. The Debtors tapped Rachel C. Strickland, Esq., Christopher S. Koenig, Esq., Debra C. McElligott, Esq., and Jennifer J. Hardy, Esq., at Willkie Farr & Gallagher LLP as attorneys. Citing potential conflicts, DACCO Transmission has hired Jones Day as its new legal counsel to replace Willkie Farr. The Debtors also have hired FTI Consulting, Inc., as restructuring and financial advisors, Ducera Partners LLC as financial advisors and investment banker and Prime Clerk LLC as claims, noticing and solicitation agent. DALLAS ROADSTER: Take-Nothing Judgments in TCB Suit Partly Affirmed ------------------------------------------------------------------- The United States Court of Appeals for the Fifth Circuit affirmed in part, and vacated in part, the district court's issuance of take-nothing judgments on the borrower's and lender's claims in the appeals case captioned TEXAS CAPITAL BANK N.A., Appellee-Cross-Appellant-Cross-Appellee, v. DALLAS ROADSTER, LIMITED, Appellant-Cross-Appellee. IEDA ENTERPRISE, INCORPORATED; BAHMAN KHOBAHY, Cross-Appellees. BAHMAN HAFEZAMINI, Cross-Appellee-Cross-Appellant, No. 15-41396 (5th Cir.). The case was brought to the Fifth Circuit after more than five years of litigation over loan agreements between a bank and a used car dealership. The borrower, Dallas Roadster, Limited ("Roadster"), sought damages, and the lender, Texas Capital Bank N.A. (TCB), sought certain attorneys' fees after receiving full payment on the loans through the borrower's bankruptcy proceedings. Each contended that the other breached the loan agreements. Following a four day bench trial on the breach of contract issues, the district court issued take-nothing judgments on the borrower's and lender's claims. Both the borrower and the lender appealed, as did one of the borrower's guarantors, Roadster's CEO, Bahman Hafezamini, who challenged the grant of summary judgment dismissing his counterclaims against the lender. The Fifth Circuit affirmed the district court's grant of TCB's summary judgment motion with respect to Hafezamini. Hafezamini challenged the grant of summary judgment on only five of his claims: (1) tortious interference with existing contract; (2) tortious interference with prospective business relations; (3) abuse of process; (4) malicious civil prosecution; and (5) malicious criminal prosecution. The Fifth Circuit found that the appealed claims failed on their merits. The Fifth Circuit also affirmed the district court's take-nothing judgment with respect to Roadster's claim against TCB. The district court held that Roadster could not recover on its breach of contract claim because Roadster had materially breached the contract prior to TCB's alleged breaches. The Fifth Circuit rejected Roadster's argument that the district court legally erred in determining whether the breaches were material. The appellate court found that the district court correctly stated and applied the law, and that the district court did not clearly err in determining that Roadster's breaches were material. The Fifth Circuit also rejected Roadster's argument that there was no evidence supporting the materiality finding. The Fifth Circuit, however, vacated the district court's take-nothing judgment with respect to TCB's claims against Roadster and the guarantors. The district court held that TCB could not recover its attorneys' fees for two reasons: (1) the attorneys' fees provisions are unenforceable in light of the Texas Supreme Court's decision in Zachry Construction Corp. v. Port of Houston Authority, 449 S.W.3d 98 (Tex. 2016); and alternatively, (2) the district court used its inherent power to sanction TCB by disallowing recovery. The Fifth Circuit disagreed with the district court and held that Zachry does not apply to Roadster and TCB's loan provisions. In Zachry, the unenforceable provision would have allowed the owner to insulate itself from liability for its own deliberate and wrongful interference, and the Texas Supreme Court emphasized the policy justification for not allowing a party to escape liability for deliberate and wrongful actions. However, the Fifth Circuit found that TCB is not using the loan provisions to shield itself from liability because it would not otherwise be facing any liability -- TCB successfully defeated the counterclaims. Instead, the appellate court found that TCB is only using the loan provisions to recover its attorneys' fees for its successful defense. As an alternative basis for entering the take-nothing judgment, the district court used its inherent power to sanction TCB, thereby denying TCB any recovery of its attorneys' fees. The Fifth Circuit found that the district court erred because it failed to provide TCB with adequate due process. The appellate court stated that on remand, if the district court determines that sanctions are still appropriate, the district court should make more definite findings on what supports its use of its inherent power. A full-text copy of the Fifth Circuit's January 17, 2017 ruling is available at https://is.gd/yPYrUb from Leagle.com. Blake H. Bailey -- blake.bailey@phelps.com -- for Appellant. Nina Cortell -- nina.cortell@haynesboone.com -- for Appellee Cross-Appellant. George M. Kryder, III -- gkryder@velaw.com -- for Appellee Cross-Appellant. Roger Dickert Sanders, for Appellant Cross-Appellee. Kenneth M. Stohner, Jr., for Appellee Cross-Appellant. Matthew Walter Moran, for Appellee Cross-Appellant. Jeremy Daniel Kernodle -- jeremy.kernodle@haynesboone.com -- for Appellee Cross-Appellant. Jason Paul Steed -- jsteed@bellnunnally.com -- for Appellant Cross-Appellee. Jason Neal Jordan, for Appellee Cross-Appellant. Tommy Chase Garrett, for Cross-Appellee. Jason Zendeh Del, for Appellant. Eric C. Wood -- eric.wood@solidcounsel.com -- for Cross-Appellee. Ryan Taylor Snow, for Appellant. About Dallas Roadster and IEDA Enterprises Dallas Roadster, Limited, owns and operates an auto dealership with locations in both Richardson and Plano, Texas. IEDA Enterprises, Inc., is the general partner of Roadster. Dallas Roadster and IEDA Enterprises filed for Chapter 11 bankruptcy (Bankr. E.D. Tex. Case Nos. 11-43725 and 11-43726) on Dec. 12, 2011. Chief Judge Brenda T. Rhoades oversees both cases. J. Bennett White, P.C., replaced DeMarco Mitchell, PLLC, as the Debtors' bankruptcy counsel. Dallas Roadster disclosed $9,407,469 in assets and $4,554,517 in liabilities as of the Chapter 11 filing. The Debtors' assets were placed under the care of a receiver on Nov. 16, 2011, pursuant to a state court action by Texas Capital Bank, National Association. No trustee has been appointed in the Chapter 11 cases. DART MUSIC: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Dart Music, Inc. 613 Ewing Avenue Nashville, TN 37203 Case No.: 17-01300 Chapter 11 Petition Date: February 27, 2017 Court: United States Bankruptcy Court Middle District of Tennessee (Nashville) Judge: Hon. Randal S Mashburn Debtor's Counsel: Shane Gibson Ramsey, Esq. NELSON MULLINS RILEY & SCARBOROUGH LLP 150 Fourth Avenue North, Suite 1100 Nashville, TN 37219 Tel: 615-664-5355 E-mail: shane.ramsey@nelsonmullins.com Estimated Assets: $50,000 to $100,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Chris McMurtry, chief executive officer. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/tnmb17-01300.pdf DIGIPATH INC: Board OKs Issuance of 100,000 Shares to Director -------------------------------------------------------------- DigiPath, Inc. filed an amendment to its Current Report on Form 8-K filed on Jan. 27, 2017, to correct an error in Item 5.02 of the Original Form 8-K and to update the Original Form 8-K. On Jan. 26, 2017, the Company appointed Dr. Alfredo Axtmayer to serve as a director of the Company. On Feb. 22, 2017, the Board of Directors of the Company approved the issuance of 100,000 shares of common stock to Dr. Axtmayer for his service as a director of the Company. Other than as set forth in preceding sentence, there are no arrangements or understandings with Dr. Axtmayer pursuant to which he was appointed as a director, or any related party transactions between the Company and Dr. Axtmayer that are subject to disclosure under Item 404(a) of Regulation S-K, according to the SEC filing. About DigiPath Incorporated in Nevada on Oct. 5, 2010, DigiPath Inc. and its subsidiaries support the cannabis industry's best practices for reliable testing, cannabis education and training, and brings unbiased cannabis news coverage to the cannabis industry. Digipath reported a net loss of $3.69 million on $818,583 of revenues for the year ended Sept. 30, 2016, compared to a net loss of $4.33 million on $16,084 of revenues for the year ended Sept. 30, 2015. Anton & Chia, LLP, in Newport Beach, CA, issued a "going concern" qualification on the consolidated financial statements for the year ended Sept. 30, 2016, citing that the Company has recurring losses and insufficient working capital, which raises substantial doubt about its ability to continue as a going concern. DIGIPATH INC: Obtains $250,000 from Units Offering -------------------------------------------------- DigiPath, Inc. sold five "Units" to an individual accredited investor at a price of $50,000 per Unit, each Unit consisting of 285,715 shares of the Company's common stock and a three year warrant to purchase 142,857 shares of the Company's common stock at an exercise price of $0.26 per share. Proceeds to the Company from the sale of the Units in the offering were $250,000. The sale of the Units to the investor was exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933 and Regulation D promulgated thereunder, according to a Form 8-K report filed with the Securities and Exchange Commission. About DigiPath Incorporated in Nevada on Oct. 5, 2010, DigiPath Inc. and its subsidiaries support the cannabis industry's best practices for reliable testing, cannabis education and training, and brings unbiased cannabis news coverage to the cannabis industry. Digipath reported a net loss of $3.69 million on $818,583 of revenues for the year ended Sept. 30, 2016, compared to a net loss of $4.33 million on $16,084 of revenues for the year ended Sept. 30, 2015. As of Sept. 30, 2016, DigiPath had $1.44 million in total assets, $211,913 in total liabilities and $1.23 million in total stockholders' equity. Anton & Chia, LLP, in Newport Beach, CA, issued a "going concern" qualification on the consolidated financial statements for the year ended Sept. 30, 2016, citing that the Company has recurring losses and insufficient working capital, which raises substantial doubt about its ability to continue as a going concern. DONNA NEWSOME: Court Waives PCO Appointment ------------------------------------------- Judge Brenda T. Rhoades of the U.S. Bankruptcy Court for the Eastern District of Texas entered an Order granting Donna Newsome's Motion to Waive Appointment of a Patient Care Ombudsman. Judge Rhoades finds that the appointment of a PCO would serve no purpose. The Order further provides that the motion is granted without prejudice to the rights of any party in interest to seek appointment of an ombudsman at a later date should such become necessary to protect patients. The bankruptcy case is Donna E. Newsome, Case No. 17-40121 (Bankr. E.D. Tex.). DUBOIS CHEMICALS: Moody's Assigns B2 Corporate Family Rating ------------------------------------------------------------ Moody's Investors Service assigned first-time ratings to DuBois Chemicals Holdings, Inc. including a B2 Corporate Family Rating ("CFR"). Moody's assigned B1 first lien senior secured ratings and Caa1 second lien senior secured rating, all issued by a subsidiary: DuBois Merger Sub, Inc. (name to be changed to DuBois Chemicals, Inc. at close). Proceeds from $430 million in funded debt will be used to help fund DuBois's acquisition by private equity sponsor The Jordan Company and members of management. The proposed transaction also includes a committed $75 million first lien delayed draw to be used for bolt-on acquisitions (unfunded at close) and $50 million revolver that is expected to be undrawn at closing. The rating outlook is stable. Assignments: Issuer: DuBois Chemicals Holdings, Inc. -- Corporate Family Rating, Assigned B2 -- Probability of Default Rating, Assigned B2-PD Issuer: DuBois Merger Sub, Inc. -- Senior Secured 1st Lien Bank Credit Facilities, Assigned B1 (LGD3) -- Senior Secured 2nd Lien Bank Credit Facility, Assigned Caa1 (LGD5) Outlook Actions: Issuer: DuBois Chemicals Holdings, Inc. -- Outlook, Assigned Stable Issuer: DuBois Merger Sub, Inc. -- Outlook, Assigned Stable "DuBois's proven track record and strong expected cash flow helps offset the company's relatively small size compared to rated peers and high leverage at closing," said Ben Nelson, Moody's Vice President and lead analyst for DuBois Chemicals Holdings, Inc. RATINGS RATIONALE The B2 CFR is constrained by high financial leverage, small size and scale relative to rated peers in the chemical industry, modest organic growth prospects, integration risk associated with an acquisition-driven growth strategy, and longer-term financial policy risks associated with private equity ownership. Expectations for strong and stable cash flows compared to most B-rated chemical companies help offset these concerns. Long-term relationships with a broad base of mostly industrial customers, meaningful switching costs in certain applications, and a significant percentage of variable costs lend stability to the company's expected financial performance. Low capital intensity will help the company convert a significant portion of EBITDA to free cash flow. The rating also considers the company's successful track record of integrating bolt-on acquisitions and incorporates tolerance for continued bolt-on acquisition activity within an overall trajectory of modest deleveraging in the medium term. Moody's estimates interest coverage in the mid-2 times (EBITDA/Interest) and financial leverage in the high 6 times (Debt/EBITDA) on a pro forma basis for the twelve months ended November 30, 2016 (inclusive of Moody's adjustments). Management's definition, which includes more liberal add-backs to EBITDA, calculates leverage in the low 6 times over the same horizon. Moody's expects that a combination of modest organic growth and disciplined acquisition activity will result in leverage trending toward 6 times over the next 12-18 months. The rating assumes the company will generate retained cash flow of at least 8% (RCF/Debt) and at least $15 million of free cash flow in 2017. Moody's cash flow estimate includes some tempering for potential acquisition activity and integration-related expenses. The rating does not incorporate any near-term expectations for discretionary debt reduction in light of an expected acquisition-driven growth strategy and a credit agreement that accommodates such a strategy in the medium term. The stable outlook assumes that the company will generate positive free cash flow and adjusted financial leverage will fall toward 6 times in 2017. Moody's could downgrade the rating if adjusted financial leverage is sustained above the mid 6 times, interest coverage below 2 times, free cash flow below 2% of debt, or there is a substantive deterioration in liquidity. Moody's could upgrade the rating with expectations for leverage sustained below 5 times, free cash flow approaching 10% of debt, and a commitment to more conservative financial policies. The principal methodology used in these ratings was Global Chemical Industry Rating Methodology published in December 2013. DuBois Chemicals is a leading provider of consumable, value-added specialty cleaning chemical solutions and services for manufacturing industrial processes and consumer car wash and fleet transportation markets. DuBois generated about $260 million of revenue for the twelve months ended November 30, 2016. E. ALLEN REEVES: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: E. Allen Reeves, Inc. P.O. Box 289 Abington, PA 19001 Case No.: 17-11354 Chapter 11 Petition Date: February 27, 2017 Court: United States Bankruptcy Court Eastern District of Pennsylvania (Philadelphia) Judge: Hon. Ashely M. Chan Debtor's Counsel: Albert A. Ciardi, III, Esq. CIARDI CIARDI & ASTIN, P.C. One Commerce Square 2005 Market Street, Suite 3500 Philadelphia, PA 19103 Tel: (215) 557-3550 Fax: 215-557-3551 E-mail: aciardi@ciardilaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Robert N. Reeves, Jr., president. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/paeb17-11354.pdf ECOSPHERE TECHNOLOGIES: Appoints Dean Becker as Director -------------------------------------------------------- Ecosphere Technologies, Inc., appointed Dean Becker as a director of the Company on Feb. 19, 2017. Mr. Becker previously served as a director of the Company from Jan. 1, 2013, to May 4, 2016. Mr. Becker has served as chairman of the Board of Ecor Rouge Venture Laboratory since November 2016. Mr. Becker has served as chairman of the Board for Equitable IP Holdings since November 2015. Mr. Becker has also been a co-founder of Human Health Organization since January 2015. From June 2011 through November 2013, Mr. Becker served as the chief executive officer of ICAP Media, a leader in selling intellectual property. Mr. Becker is a frequent global speaker on intellectual property rights and the use of patents to include or exclude competition through licensing and enforcement of government issued rights. The Company said Mr. Becker was selected as a director because he is one of the world's leading experts on monetizing intellectual property. About Ecosphere Technologies Stuart, Florida-based Ecosphere Technologies (OTC BB: ESPH) -- http://www.ecospheretech.com/-- is a water engineering, technology licensing and environmental services company that designs, develops and manufactures wastewater treatment solutions for industrial markets. Ecosphere, through its majority-owned subsidiary Ecosphere Energy Services, LLC, provides energy exploration companies with an onsite, chemical free method to kill bacteria and reduce scaling during fracturing and flowback operations. Ecosphere reported a net loss of $23.06 million on $721,179 of total revenues for the year ended Dec. 31, 2015, compared to a net loss of $11.49 million on $1.11 million of total revenues for the year ended Dec. 31, 2014. Salberg & Company, P.A., in Boca Raton, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company reported a net loss of $23.07 million and $11.5 million in 2015 and 2014, respectively, and cash used in operating activities of $1.76 million and $4.55 million in 2015 and 2014, respectively. At Dec. 31, 2015, the Company had a working capital deficiency, stockholders' deficit and accumulated deficit of $9.32 million, $12.2 million and $132 million, respectively. These matters raise substantial doubt about the Company's ability to continue as a going concern. ERATH IRON: Case Summary & 8 Unsecured Creditors ------------------------------------------------ Debtor: Erath Iron and Metal RE LLC PO BOX 186 Stephenville, TX 76401 Case No.: 17-40723 Chapter 11 Petition Date: February 24, 2017 Court: United States Bankruptcy Court Northern District of Texas (Ft. Worth) Judge: Hon. Russell F. Nelms Debtor's Counsel: Russell W. King, Esq. KING LAW OFFICE, P.C. P.O. Box 772 Stephenville, TX 76401 Tel: (254) 968-8777 Fax: (254) 445-2751 E-mail: rking@kinglaw.us rking2010@gmail.com Total Assets: $7.53 million Total Liabilities: $3.53 million The petition was signed by Nicolle Boyd, manager. A copy of the Debtor's list of eight unsecured creditors is available for free at http://bankrupt.com/misc/txnb17-40723.pdf ESSAR STEEL: Proposes March 16 Disclosure Statement Hearing ----------------------------------------------------------- Mesabi Metallics Company LLC, formerly known as Essar Steel Minnesota LLC, and ESML Holdings, Inc., filed a motion asking the U.S. Bankruptcy Court for the District of Delaware to approve the disclosure statement explaining their Chapter 11 plan of reorganization. The hearing to consider approval of the proposed Disclosure Statement is scheduled to commence on March 16, 2017 at 10:00 a.m. (Prevailing Eastern Time). Jacqueline Palank, writing for The Wall Street Journal Pro Bankruptcy, reported that the $1.9 billion iron-ore mining and processing plant under construction in Minnesota's Iron Range is looking to shed ties with owner Essar Group in connection with the facility's chapter 11 debt restructuring. As previously reported by The Troubled Company Reporter, under the Plan, Class 8 General Unsecured Claims -- estimated at $2.06 billion -- are impaired. Each holder of an Allowed General Unsecured Claim will receive on the plan distribution date its Pro Rata Share of the Class B-4 Beneficial Trust Interests. On Aug. 10, 2016, the Court entered the final order authorizing the Debtors to obtain postpetition financing. The Court's final DIP order approved the DIP facility, by and among ESML, as borrower, and the DIP lender, providing for a debtor-in-possession facility in an amount up to $35 million to fund the Debtors' operations during the Chapter 11 cases. The final DIP order also approved the other related documents, including the DIP guaranty. One of the key components of the proposed plan for Mesabi Metallics Company LLC, formerly known as Essar Steel Minnesota, LLC, to exit Chapter 11 protection, is a $250 million cash contribution from a plan sponsor, according to the disclosure statement explaining the plan. The Journal related that the Plan would wipe out the current ownership stake of Essar, an Indian conglomerate, and put Mesabi Metallics in the hands of a new owner, who would be tasked with reviving the stalled project. The Journal further related that Mesabi Metallics has already begun cutting ties with Essar pointing out that court papers say the company has installed independent management, including Chief Restructuring Officer David Pauker. The last Essar-linked director resigned from the company's board late last year, leaving only disinterested directors, the report noted. The Journal further noted that in January, Mesabi sued parent Essar Global Fund Ltd. for more than $1 billion in damages. The suit outlines "a myriad of damaging actions" the parent allegedly undertook with respect to the Minnesota subsidiary, including transferring millions of dollars to affiliated companies not working on construction of the Minnesota mine for "absolutely no value" in return, the report said. Mesabi Metallics' restructuring plan provides a mechanism to continue pursuing the litigation, as well as $5 million in cash to fund to suit, the report added. A trust would be set up to distribute any litigation proceeds to creditors, some of whom would also be in line to own a piece of the reorganized company, the report said. According to the Journal, a significant hurdle to Mesabi Metallics' restructuring will be restarting construction on the iron-ore project, which broke ground in 2008 but came to a halt after running out of money to pay contractors. The company's lawsuit blames the Essar parent for its financial difficulties, the Journal said. The Disclosure Statement is available at: http://bankrupt.com/misc/deb16-11626-691.pdf About Essar Steel Minnesota Essar Steel Minnesota LLC and ESML Holdings Inc. filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case Nos. 16-11627 and 16-11626) on July 8, 2016. The bankruptcy petition was signed by Madhu Vuppuluri, president and chief executive officer. The Debtors are represented by Craig H. Averich, Esq., at White & Case LLP and John L. Bird, Esq., and Jeffrey M. Schlerf, Esq., at Fox Rothschild LLP. Epic Bankruptcy Solutions, LLC, serves as claims and noticing agent. The cases are assigned to Judge Brendan Linehan Shannon. ESML Holdings Inc. estimated assets at $1 billion to $10 billion and debts at $500 million to $1 billion. Essar Steel Minnesota LLC estimated assets and debts at $1 billion to $10 billion. Andrew Vara, acting U.S. trustee for Region 3, on July 20, 2016, appointed the official committee of unsecured creditors of ESML Holdings, Inc., and its affiliates. The Committee hired Andrew K. Glenn, at Kasowitz Benson Torres & Friedman LLP, to act as counsel. David MacGreevey, at Zolfo Cooper, LLC, to serve as financial advisor. Garvan F. McDaniel, at Hogan McDaniel, to act as Delaware counsel. ETERNAL ENTERPRISE: Taps Vin Vizzo for Feb. 7 Fire Insurance Claim ------------------------------------------------------------------ Eternal Enterprise, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Connecticut to hire a public adjuster. The Debtor proposes to hire Vin Vizzo Adjusters LLC to negotiate its property insurance claim. The firm will get 10% of the amount of the loss adjusted with the insurance companies The Debtor owns a real property located at 21 Evergreen Avenue, Hartford, Connecticut. A fire took place at the property on Feb. 7. Vincent Vizzo, a public adjuster, disclosed in a court filing that he does not represent any interest adverse to the Debtor, and that he is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Vincent Vizzo Vin Vizzo Adjusters LLC 30 Main Street Centerbrook, CT 06409 About Eternal Enterprise Eternal Enterprises Inc. -- http://www.eternalenterprises.net/-- was initially started in 1997 for the purpose of managing and owning low income apartment buildings in Hartford, Connecticut. Since its inception the Debtor has been a family business primarily operated by spouses, Vera Mladen and Dusan Mladen, and their son, Goran Mladen. The Debtor, which owns and manages eight properties located in Hartford, Connecticut, filed a Chapter 11 bankruptcy petition (Bankr. D. Conn. Case No. 14-20292) on Feb. 19, 2014. The petition was signed by Vera Mladen, president. Judge Ann M. Nevins presides over the case. Irene Costello, Esq., at Shipkevich, PLLC, serves as counsel to the Debtor, while Greene Law, PC, acts as special counsel. Lakeshore Realty has been tapped as broker to the Debtor. The Debtor estimated assets at $50,000 to $100,000 and debt at $1 million to $10 million at the time of the Chapter 11 filing. On February 8, 2017, the Debtor filed a disclosure statement, which explains its Chapter 11 plan of reorganization. The plan proposes to pay general unsecured creditors in full in cash. FABRICA DE BLOQUES: Seeks to Hire MRO Attorneys as Legal Counsel ---------------------------------------------------------------- Fabrica De Bloques Vega Baja Inc. seeks approval from the U.S. Bankruptcy Court for the District of Puerto Rico to hire legal counsel. The Debtor proposes to hire MRO Attorneys at Law, LLC to give legal advice regarding its duties under the Bankruptcy Code, and provide other legal services related to its Chapter 11 case. Myrna Ruiz-Olmo, Esq., the attorney designated to represent the Debtor, will charge an hourly rate of $200. Ms. Ruiz-Olmo disclosed in a court filing that she does not represent any interest adverse to the Debtor or its bankruptcy estate. The firm can be reached through: Myrna L. Ruiz Olmo, Esq. MRO Attorneys at Law, LLC P.O. Box 367819 San Juan, PR 00936-7819 Phone: (787) 237-7440 Email: mro@prbankruptcy.com About Fabrica De Bloques Vega Baja Fabrica De Bloques Vega Baja, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 17-00965) on February 15, 2017. The petition was signed by Rafael Ivan Casanova Tirado. At the time of the filing, the Debtor estimated assets and liabilities of less than $50,000. FAMILY CHRISTIAN: Going Out of Business, To Close 240 Stores ------------------------------------------------------------ The American Bankruptcy Institute, citing Jim Christie of Reuters, reported that Family Christian, the biggest U.S. Christian bookstore chain, said it was going out of business and planned to close its 240 stores across 36 states. "We have prayerfully looked at all possible options, trusting God's plan for our organization, and the difficult decision to liquidate is our only recourse," Chuck Bengochea, the company's president, said in a statement, the report cited. "Despite improvements in product assortment and the store experience, sales continued to decline," he noted, the report further cited the company's president as saying. "In addition, we were not able to get the pricing and terms we needed from our vendors to successfully compete in the market." According to Reuters, Family Christian's bankruptcy was noteworthy as U.S. Bankruptcy Judge John Gregg took the unusual step of finding that the company's auction of its business was "flawed" and ordered a new sale. The original sale produced a $49.8 million high bid by liquidators Gordon Brothers Retail Partners and Hilco Merchant Resources, but the company instead selected a less valuable bid by FCS Acquisition, which like Family Christian is owned by the nonprofit Family Christian Resource Centers Inc., the report related. The Grand Rapids, Michigan-based retailer was eventually sold for $55 million to FCS Acquisition, the report said. About Family Christian Family Christian Holding, LLC, is the sole owner and member of Family Christian, LLC, which operates and runs Family Christian stores, one of the largest retail sellers of Christian books, music, DVDs, church supplies, and other faith based merchandise. Family Christian, LLC, Family Christian Holding, LLC, and FCS Giftco, LLC, filed Chapter 11 bankruptcy petitions (Bankr. W.D. Mich. Lead Case No. 15-00643) on Feb. 11, 2015. The petition was signed by Chuck Bengochea as president and CEO. The Debtors estimated assets and liabilities of $50 million to $100 million. The Debtors are being represented by Todd Almassian, Esq., at Keller & Almassian PLC, and Erich Durlacher, Esq., Brad Baldwin, Esq., Bryan Glover, Esq., at Burr & Forman LLP as counsel. The U.S. Trustee for Region 9 appointed seven creditors of Family Christian LLC to serve on the official committee of unsecured creditors. FINJAN HOLDINGS: BCPI Reports 22.5% Equity Stake ------------------------------------------------ In an amended Schedule 13D filed with the Securities and Exchange Commission, BCPI I, L.P., BCPI Partners I, L.P., BCPI Corporation, Michael Eisenberg and Arad Naveh disclosed that as of June 24, 2016, they beneficially owned 5,216,610 shares of common stock, par value $0.0001 per share, of Finjan Holdings, Inc. representing 22.5 percent based upon 23,184,562 shares of Common Stock reported to be outstanding as of Dec. 31, 2016, as reported by Finjan to the Reporting Persons. The amendment was filed to report the aggregate sales of 136,944 shares of common stock of Finjan by the Reporting Persons for the period from June 24, 2016, through Sept. 21, 2016. A full-text copy of the regulatory filing is available at: https://is.gd/IJ6keG 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. FINJAN HOLDINGS: Had 22.8M Outstanding Common Shares as of Sept. 30 ------------------------------------------------------------------- Finjan Holdings, Inc. filed with the Securities and Exchange Commission a copy of materials that will be used from time to time, in whole or in part, and possibly with modifications, in connection with presentations to investors, analysts and others. These materials are dated as of Feb. 14, 2017, and the Company disclaims any obligation to correct or update these materials in the future. Company highlights include: -- Portfolio growing, proven durable -- Recent trial wins, licensing momentum -- Launch of VitalSecurity -- Recent financing, strong cash position, profitable FY 2016 As of Sept. 30, 2016, Finjan had 22.85 million outstanding common shares, 84,714 preferred shares outstanding, $11.6 million cash and $4.3 million licensing fees under contract. A copy of the February 2017 Investor Presentation is available at: https://is.gd/kUe4VH 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. FIRST PHOENIX-WESTON: Disclosure Statement Gets Court's Approval ----------------------------------------------------------------- The Hon. Catherine J. Furay of the U.S. Bankruptcy Court for the Western District of Wisconsin has approved the joint disclosure statement filed by First Phoenix-Weston LLC and FPG & LCD, L.L.C., on Feb. 20, 2017, referring to the Debtors' plan of reorganization. The Debtors' Joint Disclosure Statement dated Feb. 20, 2017, states that the Allowed Secured Claim of Class 3C All-Lines Leasing against Weston -- estimated at $7,171 -- will be paid by Weston in equal monthly installments of principal and interest at 4% per annum, amortized over five years from the Effective Date. There are no Class 3C Claims against FPG. Weston will retain the equipment against which All-Lines holds a lien position. As reported by the Troubled Company Reporter on Feb. 20, 2017, the Debtors' joint disclosure statement dated Feb. 10, 2017, indicated that Class 3B Secured Claim of Simplicity Credit Union would be paid by Weston in equal monthly installments of principal and interest at 4% per annum, amortized over seven years from the Effective Date. Funding of the cash payments due on the Effective Date will be from the Debtors' operations during the Chapter 11 cases. Funding of the Plan's future installments to creditors will come from the normal operations of the Debtors' business after confirmation of the Plan. The cash flow projections were prepared internally by the Debtors, with input from their accountants and attorneys. Future projections were determined by reviewing (i) historical revenues and expenses of the Debtors, (ii) the Debtors' current operations, (iii) anticipated events that the Debtors believe will impact the ability to operate positively and negatively, and (iv) the obligations that will be owed pursuant to the Debtors' Plan. The Disclosure Statement is available at: http://bankrupt.com/misc/wiwb16-12820-243.pdf About First Phoenix-Weston First Phoenix-Weston, LLC, and FPG & LCD, L.L.C., were formed in 2010 to organize, develop, and manage an assisted living and skilled nursing care facility near three major regional hospitals in Central Wisconsin including St. Clare’s Hospital, which is just a block away. The Facility combines an assisted living facility together with a skilled nursing facility in a resort-like atmosphere for its patients. The business is commonly known as the "Stoney River" assisted living and rehab. The Facility is comprised of two integrated businesses: a 35-unit skilled nursing rehabilitation center (commonly referred to as the skilled nursing facility, or "SNF"), and a 60- unit assisted living facility (the "ALF"). First Phoenix-Weston, LLC, and FPG & LCD, L.L.C., filed Chapter 11 bankruptcy petitions (Bankr. W.D. Wisc. Case Nos. 16-12820 and 16-12821) on Aug. 15, 2016. The petitions were signed by Philip Castleberg, as part-owner. The Debtors estimate assets and liabilities in the range of $10 million to $50 million. Michael Best & Friedrich LLP serves as counsel to the Debtors. FLETCHER ASSET: EisnerAmeper, Grant on Verge of Ending Funds' Suits ------------------------------------------------------------------- Kat Greene, writing for Bankruptcy Law360, reports that a federal court found on Feb. 21, 2017, that Louisiana pension funds including the Firefighters' Retirement System skipped a step in filing their claims against EisnerAmper LLP and Grant Thornton LLP for allegedly being complicit in fraud by Fletcher Asset Management that cost them $100 million. The funds filed lawsuits against EisnerAmper and Grant Thornton, accusing the accounting firms of having a hand in their massive investment losses after they'd given their money to Alphonse "Buddy" Fletcher. About Fletcher International Fletcher International, Ltd., filed a bare-bones Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-12796) on June 29, 2012, in Manhattan. The Bermuda exempted company estimated assets and debts of $10 million to $50 million. The bankruptcy documents were signed by its president and director, Floyd Saunders. David R. Hurst, Esq., at Young Conaway Stargatt & Taylor, LLP, in New York, serves as counsel. Fletcher International Ltd. is managed by the investment firm of Alphonse "Buddy" Fletcher Jr. Fletcher Asset Management was founded in 1991. During its initial four years, FAM operated as a broker dealer trading various debt and equity securities and making long-term equity investments. Then, in 1995, FAM began creating and managing a family of private investment funds. The Debtor is a master fund in the Fletcher Fund structure. As a master fund, it engages in proprietary trading of various financial instruments, including complex, long-term, illiquid investments. The Debtor is directly owned by Fletcher Income Arbitrage Fund and Fletcher International Inc., which own roughly 83% and 17% of the Debtor's common shares, respectively. Arbitrage's direct parent entities are Fletcher Fixed Income Alpha Fund and FIA Leveraged Fund, both of which are incorporated in the Cayman Islands and are subject to liquidation proceedings in that jurisdiction, and which own roughly 76% and 22% of Arbitrage's common stock, respectively. The Debtor currently has a single subsidiary, The Aesop Fund Ltd. FLORIDA FOREST: US Trustee Tries to Block Approval of Plan Outline ------------------------------------------------------------------ Guy B. Gebhardt, Acting U.S. Trustee for Region 21, filed with the U.S. Bankruptcy Court for the Northern District of Florida an objection to the adequacy of the amended disclosure statement filed by Florida Forest Products of Cross City, Inc., on Feb. 20, 2017. The U.S. Trustee contends that the Amended Disclosure Statement lacks adequate protection. The U.S. Trustee claims that, among others: a. the Amended Disclosure Statement does not note or disclose payments to Cap Call, LLC, and Rapid Capital. As a consequence, the proposed plan payments are incomplete and misleading. There is no information provided in the Amended Disclosure Statement about who will act as the disbursing agent, or how the Debtor determined the formula for payment would result in a fair or adequate payment, other than to note the proposed payments may be more than the creditors may receive in a Chapter 7 liquidation, assuming the Debtor completes all payments over the life of the 60 month plan. The failure to provide this information prevents creditors from understanding whether the Debtor may be able to fund the Plan; b. the case was filed on June 29, 2016, and the Amended Disclosure Statement was filed on Feb. 20, 2017. The information provided regarding the Debtor's financial operations is incomplete and misleading; c. the Amended Disclosure Statement does not provide a pro forma showing projected income and expenses and projected payments under the terms of the proposed Plan. It is not possible based on the limited financial information provided in the Amended Disclosure Statement, even when read in concert with the Plan, for creditors to understand whether the Debtor has an ability to fund the Plan. This is highlighted by the apparent discrepancy between the reported funds on hand as of December of 2016 relative to the stated monthly net income; d. the Debtor has not filed the January operating report that was due on or before Feb. 21, 2017, as of Feb. 26, 2017. The financial information provided in the Amended Disclosure Statement may be stale or inaccurate since it is not known how the Debtor performed in January 2017. A copy of the Objection is available at: http://bankrupt.com/misc/flnb16-10148-130.pdf About Florida Forest Products Florida Forest Products of Cross City, Inc., is a Florida corporation, whose business is primarily retail and wholesale lumber and hardware sales from its location in Cross City, Florida. It is a corporation which operates a building supply retail store in Cross City, Florida. The Debtor has been in business since 2014. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. N.D. Fla. Case No. 16-10148) on June 28, 2016. The petition is signed by Russ Allen, president. The Debtor is represented by Angela M. Ball, Esq., at Angela M. Ball, P.A. The Debtor estimated assets at $0 to $50,000 and debts at $100,001 to $500,000 at the time of the filing. FORESIGHT ENERGY: Will Redeem Senior Notes Due 2021 --------------------------------------------------- Foresight Energy LLC and Foresight Energy Finance Corporation (both wholly owned subsidiaries of Foresight Energy LP) issued a conditional notice of redemption to holders of their Senior Secured Second Lien PIK Notes due 2021 that the Issuers will redeem $54,500,000 of the original aggregate principal amount of their Notes outstanding on, March 27, 2017, as such date may be delayed in the Issuers' discretion until such time as the Redemption Conditions are satisfied. The redemption price for the Subject Notes will be 110.000% of the principal amount thereof, plus accrued and unpaid interest thereon to, but excluding, the Equity Claw Redemption Date, in accordance with the provisions of the indenture governing the Notes. The Notes Equity Claw Redemption is conditioned on (x) an equity offering being completed to provide the Issuers with net cash proceeds sufficient to pay the aggregate Redemption Price of the Subject Notes and (y) the pricing of an offering of senior secured debt securities of the Issuers prior to the Notes Equity Claw Redemption Date. A full-text copy of the Conditional Notice of Redemption is available for free at https://is.gd/iQD2O8 About Foresight Energy Foresight Energy mines and markets coal from reserves and operations located exclusively in the Illinois Basin. As of Dec. 31, 2015, the Company has invested over $2.3 billion to construct state-of-the-art, low-cost and highly productive mining operations and related transportation infrastructure. The Company controls over 3 billion tons of proven and probable coal in the state of Illinois, which, in addition to making the Company one of the largest reserve holders in the United States, provides organic growth opportunities. The Company's reserves consist principally of three large contiguous blocks of uniform, thick, high heat content (high Btu) thermal coal which is ideal for highly productive longwall operations. Thermal coal is used by power plants and industrial steam boilers to produce electricity or process steam. Foresight Energy reported a net loss attributable to limited partner units of $39.47 million on $984.85 million of total revenues for the year ended Dec. 31, 2015, compared to net income attributable to limited partner units of $70.19 million on $1.10 billion of total revenues for the year ended Dec. 31, 2014. As of Sept. 30, 2016, Foresight Energy had $1.73 billion in total assets, $1.80 billion in total liabilities and a total partners' deficit of $70.03 million. Ernst & Young LLP, in St. Louis, Missouri, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, noting that the Partnership is in default of certain provisions of its long-term debt and capital lease obligations, resulting in a working capital deficit as of Dec. 31, 2015. These conditions raise substantial doubt about the Partnership's ability to continue as a going concern. * * * In September 2016, S&P Global Ratings raised its issuer credit rating on St. Louis-based Foresight Energy L.P. to 'B-' from 'D'. The outlook is negative. "The recent restructuring, including exchange of the senior notes, along with associated amendments resolves the previous conditions of default, waives certain amortization requirements, and restores Foresight's access to its revolving credit facility with revised covenants. While we view this restructuring as a positive development and continue to consider Foresight's business risk profile to be among the strongest in the beleaguered coal space, in our view, the company's capital structure could become unsustainable," S&P said. As reported by the TCR on Nov. 4, 2016, Moody's Investors Service upgraded the corporate family rating of Foresight Energy, LLC to Caa1 from Caa2, as well as the probability of default rating (PDR) to Caa1-PD from Caa2-PD, and the senior secured rating to B3 from Caa1. The speculative grade liquidity rating of SGL-3 remains unchanged. The outlook is stable. FRASIER MEADOWS: Fitch Rates $86MM 2017 Revenue Bonds BB+ --------------------------------------------------------- Fitch Ratings has assigned a 'BB+' rating to the following bonds issued by Colorado Health Facilities Authority on behalf of Frasier Meadows Manor, Inc. (Frasier): -- $86.735 million revenue and revenue refunding bonds, series 2017. Proceeds from the bonds will be used to currently refund all of Frasier's outstanding debt; reimburse Frasier for prior capital expenditures; fund a portion of the costs of Frasier's capital improvement plan, including a renovated wellness center, a new arts & education center and costs associated with a planned independent living unit (ILU) expansion,; fund a debt service reserve fund and 24 months of capitalized interest; and pay the costs of issuance. The bonds are expected to sell via negotiated sale the week of March 20. The Rating Outlook is Stable. SECURITY The bonds are secured by a first mortgage lien on Frasier's campus and facilities, a security interest in gross revenues (including entrance fees), and a debt service reserve fund. KEY RATING DRIVERS TWO-PHASE BORROWING: The 'BB+' rating incorporates the impact of a two-phase borrowing being undertaken by Frasier to fund a major capital plan. In addition to the projects being financed with the series 2017 bonds, Frasier has phase II capital plans, which are expected to add 98 ILU apartments, increasing construction and fill-up risk and resulting in the issuance of an additional $48 million of temporary debt and a substantial equity contribution. INCREASING DEBT POSITION: With the series 2017 bond issue, Frasier will increase its permanent debt by about $50 million, more than doubling its current debt load and resulting in a high 24.2% pro forma maximum annual debt service (MADS) as a percent of fiscal 2016 revenues. Pro forma MADS coverage was a slim 1.1x in fiscal 2016, comparing unfavorably to Fitch's 'BBB' category median of 1.9x. SOLID DEMAND TRENDS: Frasier's long operating history, favorable service area demographics and high-quality reputation have resulted in strong occupancy across all levels of care. Approximately 93% of ILUs, 100% of assisted living units (ALUs) and 97% of skilled nursing facility beds (SNFs) were occupied as of Dec 31, 2016. RECOVERY IN CASH FLOWS: Frasier's net operating margin (NOM)-adjusted has shown improvement following a temporary disruption in ALU and SNF operations as a result of a flash flood that adversely affected fiscal 2014 and 2015 results. NOM-adjusted increased to 23.2% in fiscal 2016 (year-end June 30) and 27.3% as of Dec. 31, 2016, from 12.7% in fiscal 2014. STRONG OPERATING LIQUIDITY: Despite robust capital spending that has resulted in a below-average age of plant (10.5 years in 2016), unrestricted cash and investments of $37.6 million equaled a robust 670 days cash on hand (DCOH) as of Dec. 31, 2016. Additionally, Frasier plans to reimburse itself $14.2 million from bond proceeds, indicating a fair degree of financial flexibility to meet unforeseen spending needs and soften the impact of its planned equity contribution of approximately $21.8 million to the phase II ILU expansion project. RATING SENSITIVITIES LARGE CAPITAL PLANS: While the 'BB+' rating on Frasier Meadows Manor, Inc. incorporates the impact of the series 2017 issuance and the high likelihood of the phase II borrowing. The issuance of the phase II bonds is approximately 8-10 months away. Should the phase II project timing, scope, or financial details change materially, those modifications could affect the rating at the time of issuance. OPERATING PROFILE MAINTENANCE: The 'BB+' rating also assumes that Frasier Meadows Manor, Inc.'s current operating profile, characterized by strong occupancy and healthy cash flows, remains stable. The rating assumes that Frasier's liquidity balances meet projected levels throughout the forecast period. Should any of these weaken during the planned construction and fill-up periods, it could result in negative rating pressure. CREDIT PROFILE Established in 1956, Frasier owns and operates a single-site life plan community (LPC) with 208 ILU apartments, 19 ALUs, 19 memory care ALUs and 54 SNF units, on a 20-acre campus in Boulder, CO. Frasier currently offers a type-B modified fee-for-service contract with 50% refundable or non-refundable entrance fee residency agreements. Non-refundable entrance fees are approximately 25% lower than the refundable entrance fees and monthly service fees are the same under each type of agreement. All agreements provide for a modest discount for healthcare benefits, as well as 30 free healthcare days per ILU per year in a semi-private room. Approximately 50% of ILU residents have non-refundable entrance fee agreements. Weighted average entrance fees are $447,721 under the 50% refundable agreement and $335,791 under the non-refundable option. Monthly fees under both agreements average $3,416. Since opening in 1960, Frasier has undergone several renovation and expansion projects. The most recently executed project involving bond financing was in 2008, which expanded common areas and upgraded electrical and mechanical systems. In addition, there have been ongoing reconfigurations and renovations made to the facility since 2013 as part of Frasier's flood recovery efforts. Fitch toured the Frasier campus and found it to be attractive and modern with very desirable unit sizes and configurations across the continuum of care, many with impressive views of the Rocky Mountains. As part of the proposed series 2017 transaction, Frasier has entered into a memorandum of understanding (MOU) with Boulder Housing Partners (Housing Authority) to form a 50/50 joint venture (JV) to operate an affordable senior housing facility on the campus of Mt. Calvary Lutheran Church in Boulder. As part of the MOU, Frasier will acquire the land for $5.2 million, under a sale/lease-back agreement with the Housing Authority. The Housing Authority will construct and operate the housing units and any loans incurred as a result of construction will be non-recourse to Frasier. The JV will be recorded as an "investment in affiliate" on Frasier's balance sheet and Frasier will share in any gains or losses on the units; however, management expects the project to break even. Financial projections provided to Fitch made no assumptions about the performance of this project. TWO-PHASE CAPITAL PLAN Frasier expects to move forward on a major two-phase capital plan. The first phase, which is being funded with the series 2017 bond issuance, will apply approximately $38 million of bond proceeds to the current refunding of all of its outstanding debt. In addition, Frasier is using about $25 million of bond proceeds to fund new-money capital projects, including expansions to its formal and casual dining venues, multipurpose room, library, wellness center, and administrative and marketing offices. This phase of the project is being driven by the desire to enhance common spaces to meet market demand for services and amenities on the Frasier campus. The project will also encompass the completion of all remaining flood recovery projects, including $3.5 million for the construction of a flood wall on the east side of the property, facing Foothills Parkway. Phase II capital plans include the construction of 98 new ILU apartments at an expected cost of approximately $70 million. This phase of the project is being driven by the desire to meet demand for ILUs at Frasier and take advantage of a market area with very favorable demographics. Pre-sales on the apartments began in October 2016. To date, 75, or 76%, of the proposed expansion units, have been reserved with 10% deposits, indicating very strong preliminary demand. The preliminary phase II timing includes a planned $48 million bond financing in October 2017. The balance of the project cost will be funded with a $21.8 million internal equity contribution. Fitch notes that construction and other risk mitigants, such as a guaranteed maximum price contract and liquidated damages, are expected to be in place for the phase II project. Fitch's 'BB+' rating assumes the aforementioned projects and level of anticipated debt are undertaken in the next 8 to 10 months. Changes to the timing, scope or financing details of the development could impact the rating. Fitch notes Frasier's high ILU occupancy, favorable service area demographics and property values, solid financial performance, and management's prior experience with large development projects position Frasier well to execute on its plans. INCREASING DEBT POSITION With the series 2017 bond issue, Frasier increases its total debt by about $50 million, more than doubling its current debt load. This results in a high 24.2% pro forma MADS as a percent of revenues and a slim 1.1x pro forma MADS coverage, despite the recovery in cash flows Frasier has experienced in the aftermath of the flash flood. Also, while total debt/net available funds is currently at a favorable level relative to Fitch's 'BBB' category median, this ratio will weaken considerably after the series 2017 bond issue. In addition to the projects being financed with the series 2017 bonds, Frasier's phase II capital plans will increase construction and fill-up risk and result in the issuance of temporary debt, which is expected to be repaid from the proceeds of initial entrance fees. New revenues from the planned ILU expansion are anticipated to support operations and debt service coverage once they are completed and occupied. The 98 new ILUs are expected to be ready for occupancy in May 2019 and to achieve stabilized occupancy by April 2021. OCCUPANCY AND DEMAND TRENDS Frasier's long operating history, favorable service area demographics, and high-quality reputation have resulted in strong occupancy and a very substantial waiting list of close to 290 prospective residents. Frasier has historically maintained full occupancy across all levels of care; however, utilization dipped in fiscal 2014 due to a weather-related flash flood that caused several residents to be displaced, as 15 ILUs, 38 ALUs and 54 SNFs were temporarily taken out of service. Favorably, management was able to quickly move forward with flood recovery efforts, which included rebuilding the ALU and resizing the SNF to its current configuration of 54 beds (from 108 prior to the flood), and occupancy levels have fully recovered to those experienced historically. Approximately 93% of ILUs, 100% of ALUs and 97% of SNFs were occupied as of Dec. 31, 2016. FINANCIAL PERFORMANCE AND POSITION Cash flow levels have also shown improvement following the temporary disruption in operations caused by the flash flood, which negatively affected fiscal 2014 and 2015 results. NOM-adjusted increased to 23.2% in fiscal 2016 and 27.3% as of Dec 31, 2016, from up 12.7% in fiscal 2014, comparing favorably to Fitch's below-investment grade median of 20%. Operating ratio has also shown significant improvement to 96% in fiscal 2016 and 97.8% as of Dec. 31, 2016, from 106.3% in fiscal 2014, in line with Fitch's below-investment grade median of 97.8%. Despite robust capital spending, which has resulted in a below-average age of plant (10.5 years in 2016), unrestricted cash and investments of $37.6 million equaled a robust 670 days of operating expenses and 101.6% of outstanding debt as of Dec. 31, 2016. These liquidity metrics are both well in excess of Fitch's below-investment grade medians of 256.3 DCOH and 34.9% cash-to-debt. Frasier expects to fund an approximate $21.8 million equity contribution to its planned phase II construction project from unrestricted cash and investments, a portion of which includes $14.2 million of reimbursed prior and future capital expenses from series 2017 bond proceeds. As a result, certain liquidity metrics are projected to weaken to 512 days cash on hand (DCOH) and 53.3% cash-to-debt in the first year of stabilized occupancy for the project (fiscal 2022). Frasier expects to receive approximately $52 million in initial entrance fees from the planned new units. Fitch has incorporated the impact of this planned phase II expansion into the 'BB+' rating and assumes that Frasier's liquidity balances meet projected levels throughout the forecast period. CONTINUING DISCLOSURE Management covenants to provide unaudited quarterly financial statements within 45 days of the close of each fiscal quarter and audited financial statements within 150 days of fiscal year-end. GOODMAN NETWORKS: Amended RSA Sets March 13 Chapter 11 Filing ------------------------------------------------------------- Goodman Networks Incorporated and certain of its subsidiaries and the parties to the Company's previously announced Restructuring Support and Forbearance Agreement (the "RSA") entered into an amendment to that RSA, which, among other things, amends the outside date by which the Company must commence chapter 11 cases to March 13, 2017. The Company expects to commence the solicitation of votes to accept or reject the Company's prepackaged Chapter 11 plan of reorganization in the near term in advance of filing for chapter 11 protection. The terms of the RSA provide for the previously announced recoveries to the Company's creditors and interest holders pursuant to the Company's plan of reorganization, including honoring the Company's obligations to its customers, employees, vendors, and other unsecured creditors in the ordinary course of business with no disruptions. The Company will continue to operate its business as usual in all respects and the chapter 11 filing is not expected to have an impact on the Company's operations. Headquartered in Frisco, Texas, Goodman Networks Inc. provides a variety of telecommunications services to the wireless industry, with services such as network design, engineering, deployment, integration, and maintenance. The company also offers staffing services as well as supply chain management services, such as materials management and logistics. Goodman Networks specializes in providing equipment lifecycle services for telecom carriers and equipment manufacturers in the public and private sector, supporting some 90,000 telecom facilities per year. Customers have included big names such as AT&T, DirecTV, and Alcatel-Lucent. GREAT BASIN: Enters Into Waiver Agreements with 2016 Noteholders ---------------------------------------------------------------- As previously disclosed on the Current Report on Form 8-K filed with the Securities and Exchange Commission, on June 29, 2016, 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. On Feb. 14, 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 waiver agreements to waive, effective as of the Feb. 14, 2017, Section 4(n)(ii) of the SPA solely with respect to (x) the Company filing a registration statement on Form S-1 for an offering of its securities and (y) the Company's consummation of the Proposed Offering as set forth in that registration statement. 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: Had 1.3 Billion Outstanding Common Stock as of Feb. 24 ------------------------------------------------------------------- On February 17 through Feb. 24, 2017, certain holders of senior secured convertible notes, dated July 1, 2016, were issued shares of Great Basin Scientific, Inc.'s common stock, par value $0.0001 per share, pursuant to Section 3(a)(9) of the U.S. Securities Act of 1933, as amended, in connection with conversions at the election of such holders pursuant to the terms of the 2016 Notes. In connection with the conversions, the Company issued 296,000,000 shares of Common Stock. As per the terms of the 2016 Notes, the Conversion Shares immediately reduced the principal amount outstanding of the 2016 Notes by $295,970 based upon a conversion price between $0.00119 and $0.00085 per share. The issuance of the Conversion Shares pursuant to the conversion of the 2016 Notes described herein is exempt from registration under the Securities Act pursuant to the provisions of Section 3(a)(9) thereof as securities exchanged by the issuer with its existing security holders exclusively where no commission or other remuneration is paid or given directly or indirectly for soliciting such exchange. As of Feb. 24, 2017, a total principal amount of $3.8 million of the 2016 Notes has been converted into shares of Common Stock. Approximately $33.9 million in principal remains to be converted. Restrictions on a total of $11.0 million in the Company's restricted cash accounts has been released including $6.0 million at closing and $5.0 million in early releases from the restricted cash accounts. $19.7 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 Feb. 24, 2017, there are 1,375,273,911 shares of Common Stock issued and outstanding. In connection with the conversion of a portion of the principal outstanding under 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 Feb. 24, 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. 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 Feb. 24, 2017, the exercise price for the Class A and Class B Warrants was adjusted from $0.00126 to $0.00085 per share of Common Stock. Common Stock Warrants As of Feb. 24, 2017, the Company had outstanding certain Common Stock warrants to purchase 2 shares of Common Stock. As a result of the Conversions, as of Feb. 24, 2017, the exercise price for certain Common Stock warrants was adjusted from $0.00126 to $0.00085 per share of common stock. Series B Warrants As of Feb. 24, 2017, the Company had outstanding Series B Warrants to purchase 34 shares of Common Stock. 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 Feb. 24, 2017, the exercise price for Series B Warrants was adjusted from $355,106 to $336,254 per share of Common Stock. Series D and 2015 Subordination Warrants As of Feb. 24, 2017, the Company had 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. 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 Feb. 24, 2017, the exercise price for the Series D and 2015 Subordination Warrants was adjusted from $0.00126 to $0.00085 per share of Common Stock. Series G Warrants As of Feb. 24, 2017, the Company had outstanding Series G Warrants to purchase 159 shares of Common Stock. 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 Feb. 24, 2017, the exercise price for the Series G Warrants was adjusted from $0.00126 to $0.00085 per share of Common Stock. Series H and 2016 Subordination Warrants As of Feb. 24, 2017, the Company had outstanding Series H Warrants to purchase 2,346 shares of Common Stock and 2016 Subordination Warrants to purchase 71 shares of Common Stock. The Series H and 2016 Subordination Warrants include a provision which provides that the exercise prices of the Series H and 2016 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 H and 2016 Subordination Warrants. Therefore, as of February 24, 2017, the exercise price for the Series H and 2016 Subordination Warrants was adjusted from $0.00126 to $0.00085 per share of Common Stock. Series F Convertible Preferred Stock As of Feb. 24, 2017, the Company has outstanding 5,860 shares of Series F Convertible Preferred Stock. The Series F Convertible Preferred Stock includes a provision which provides that the conversion price of the Series F Convertible Preferred Stock will be adjusted in connection with certain equity issuances by the Company. As a result of the Conversions, as of Feb. 24, 2017, the conversion price for the Series F Convertible Preferred Stock was adjusted from $0.00126 to $0.00085 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. HHGREGG INC: Taps Miller Buckfire to Find Ways to Improve Liquidity ------------------------------------------------------------------- Lauren Coleman-Lochner and Jodi Xu Klein, writing for Bloomberg News, reported that HHGregg Inc., the 61-year-old seller of appliances and electronics, is preparing to file for bankruptcy as it grapples with slumping sales, according to people familiar with the matter. According to the report, citing the people, the filing may come as soon as March. The Indianapolis-based company announced that it was pursuing a range of strategic and financial options, the report related. HHGregg is still seeking an out-of-court solution that would allow it to stave off Chapter 11, the report further related, citing one of the people. The report pointed out that HHGregg, which has lost money the past two fiscal years, would join retailers such as Limited Stores and Wet Seal in seeking bankruptcy protection this year. The brick-and-mortar chains are victims of shifting consumer spending patterns, with more money headed to e-commerce and experiences -- rather than traditional shopping centers, the report further pointed out. At HHGregg, particularly weak holiday sales have pushed the retailer closer to the edge, the report said. Its quarterly revenue for the period ended Dec. 31, 2016, plunged 24 percent, the report added. In light of the challenges, the company said on Feb. 15, 2017, that it hired Stifel, Nicolaus & Co. and Miller Buckfire & Co. to help find ways to improve liquidity and stem the red ink, the report noted. HIDALGO INDUSTRIAL: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Hidalgo Industrial Services, Inc. 2535 Brennan Avenue Fort Worth, TX 76106 Case No.: 17-40735 Type of Business: Provider of construction service solutions Chapter 11 Petition Date: February 26, 2017 Court: United States Bankruptcy Court Northern District of Texas (Ft. Worth) Judge: Hon. Mark X. Mullin Debtor's Counsel: Jeff P. Prostok, Esq. FORSHEY & PROSTOK, LLP 777 Main St., Suite 1290 Ft. Worth, TX 76102 Tel: 817-877-8855 E-mail: jpp@forsheyprostok.com jprostok@forsheyprostok.com Estimated Assets: $10 million to $50 million Estimated Debts: $10 million to $50 million The petition was signed by D. W. Johnson, chief financial officer. Debtor's List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Sunbelt Rentals Trade Debt $507,463 PO Box 409211 Atlanta, GA 30384 Monica Orlando Tel: 713-521-8000 All-Tex Pipe & Supply, Inc. Trade Debt $392,773 PO Box 911854 Dallas, TX 75392-1854 Dale Hurd Tel: 214-389-2204 Ferguson Enterprises, Inc. Trade Debt $166,976 United Rentals Trade Debt $159,592 H&E Equipment Services LLC Trade Debt $117,090 E-MC Electrical Services Trade Debt $106,729 United Healthcare Insurance $104,650 Premiums Facility Response Group Trade Debt $99,656 Johnson Controls Trade Debt $77,711 PCI-Performance Contracting Trade Debt $69,033 American Express-1007 Credit Card $51,915 Blue Cross Blue Shield of Texas Insurance $50,542 Premiums Shannon Gracey Ratliff & Miller Legal Fees $49,963 Thermal Dynamix Insulation Trade Debt $45,540 Capital One, F.S.B. Credit Card $44,140 Barnsco, Inc. Trade Debt $42,492 Daikin Applied Trade Debt $39,831 Logical Solutions, Inc. Trade Debt $38,903 Austin Undergroud, Inc. Trade Debt $38,646 Carrier Corporation Trade Debt $37,949 HUMBLE SURGICAL: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor affiliates filing separate Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- Humble Surgical Hospital, LLC 17-31078 fdba Humble Surgical Hospital, LP dba Humble Surgical Hospital 5120 Woodway Drive, Suite 7012 Houston, TX 77056 Humble Surgical Holdings, LLC 17-31079 5120 Woodway Drive, Suite 7012 Houston, TX 77056 K & S Consulting ASC, LP 17-31080 K&S Consulting Management, LLC 17-31081 Type of Business: Health Care Chapter 11 Petition Date: February 24, 2017 Court: United States Bankruptcy Court Southern District of Texas (Houston) Judge: Hon. David R Jones Debtors' Counsel: Melissa Anne Haselden, Esq. HOOVER SLOVACEK LLP Galleria II Tower 5051 Westheimer, Suite 1200 Houston, TX 77056 Tel: 713.977.8686 Fax: 713.977.5395 E-mail: Haselden@hooverslovacek.com - and - Edward L Rothberg, Esq. HOOVER SLOVACEK, LLP Galleria Tower II 5051 Westheimer, Suite 1200 Houston, TX 77056 Tel: 713-977-8686 Fax: 713-977-5395 E-mail: rothberg@hooverslovacek.com Debtors' Financial Advisor: BVA GROUP RESTRUCTURING AND ADVISORY LLC Estimated Estimated Assets Liabilities --------- ----------- Humble Surgical Hospital $10M-$50M $50M-$100M Humble Surgical Holdings $0-50K $1M-$10M The petitions were signed by Jeffrey M. Anapolsky, chief restructuring officer. The Debtors did not include a list of their largest unsecured creditors when they filed the petition. Full-text copies of the petitions are available for free at: http://bankrupt.com/misc/txsb17-31078.pdf http://bankrupt.com/misc/txsb17-31079.pdf IHEARTCOMMUNICATIONS INC: Incurs $296.3 Million Net Loss in 2016 ---------------------------------------------------------------- IHeartcommunications, Inc., filed with the Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss attributable to the Company of $296.31 million on $6.27 billion of revenue for the year ended Dec. 31, 2016, compared to a net loss attributable to the Company of $754.62 million on $6.24 billion of revenue for the year ended Dec. 31, 2015. As of Dec. 31, 2016, Iheartcommunications had $12.86 billion in total assets, $23.74 billion in total liabilities and a total shareholders' deficit of $10.88 billion. "We continue to take major steps to transform our iHeartMedia and outdoor businesses into a leading multi-platform, 21st-century media and entertainment company," said Bob Pittman, chairman and chief executive officer of iHeartMedia, Inc. "We are successfully building out new products and services for advertising partners to capitalize on our unique strength with the consumer - such as extending iHeartRadio with new on demand services and to in-home connectivity devices, including Amazon's Alexa and Google Home. In firsts for both industries, iHeartMedia and outdoor are building out their data-rich analytics capabilities and programmatic ad-buying solutions to do business in the same way that the entire advertising industry is heading. At outdoor, we continue to win new contracts while expanding our digital networks for even more innovative campaigns." Rich Bressler, president, chief operating officer and chief financial officer, said: "We delivered growth in our consolidated revenues, operating income and OIBDAN in both the fourth quarter and full year 2016. At the iHeartMedia segment, fourth quarter revenue growth marked the fifteenth consecutive quarter of year-over-year increases in revenues, evidence of our company's successful transformation. Throughout the year, both our iHeartMedia and outdoor businesses benefited from the investments we are making to develop and deliver new products, while maintaining our tight operating and financial discipline." Bankruptcy Warning "Our and our subsidiaries' ability to make scheduled payments on our respective debt obligations depends on our financial condition and operating performance, which is subject to prevailing economic and competitive conditions and to certain financial, business and other factors beyond their or our control. In addition, because We derive a substantial portion of our operating income from our subsidiaries, our ability to repay our debt depends upon the performance of our subsidiaries, their ability to dividend or distribute funds to us and our receipt of funds under our cash management arrangement with our subsidiary, CCOH. "We and our subsidiaries may not generate cash flow from operations or have cash on hand in an amount sufficient to fund our liquidity needs. We anticipate cash interest requirements of approximately $1.7 billion during 2017. At December 31, 2016, we had debt maturities totaling $343.5 million, $559.1 million (net of $503.0 million due to certain subsidiaries of ours) and $8.4 billion in 2017, 2018 and 2019, respectively. Our and our subsidiaries' ability to pay our debt maturing over the next 12 months is dependent upon achieving forecasted cash from operations and our ability to refinance or extend the maturity of the receivables based credit facility. We are currently exploring, and expect to continue to explore, a variety of transactions to provide us with additional liquidity or to restructure our indebtedness, and we are seeking to refinance or extend the maturity of the receivables based credit facility. We cannot assure you that we will enter into or consummate any such liquidity-generating or restructuring transactions or that we will be successful in extending the maturity of the receivables based credit facility and we cannot currently predict the impact that any such transactions, if consummated, would have on us. "If our and our subsidiaries' cash flows from operations, refinancing sources and other liquidity-generating or restructuring transactions are insufficient to fund or extend our respective debt service obligations or debt maturities, we may be forced to reduce or delay capital expenditures, sell material assets or operations, or seek additional capital from other sources. We may not be able to take any of these actions, and these actions may not be successful or permit us or our subsidiaries to meet the scheduled debt service obligations. Furthermore, these actions may not be permitted under the terms of existing or future debt agreements. "If we or our subsidiaries cannot make scheduled payments on indebtedness, we or our subsidiaries, as applicable, will be in default under one or more of the debt agreements and, as a result we could be forced into bankruptcy or liquidation." A full-text copy of the Form 10-K is available for free at: https://is.gd/YOAtab About iHeartCommunications iHeartCommunications, Inc., formerly known as Clear Channel Communications, Inc., is a global media and entertainment company. The Company specializes in radio, digital, outdoor, mobile, social, live events, on-demand entertainment and information services for local communities, and uses its unparalleled national reach to target both nationally and locally on behalf of its advertising partners. The Company is dedicated to using the latest technology solutions to transform the company's products and services for the benefit of its consumers, communities, partners and advertisers, and its outdoor business reaches over 40 countries across five continents, connecting people to brands using innovative new technology. * * * iHeartCommunications carries a 'Caa2 Corp.' corporate family rating from Moody's Investors Service. As reported by the TCR on Dec. 15, 2016, Fitch Ratings has downgraded iHeartCommunications, Inc.'s Long-Term Issuer Default Rating (IDR) to 'CC' from 'CCC'. According to the report, the downgrade reflects the increasing likelihood that iHeart will look to restructure its debt within a year or two. As reported by the TCR on Feb. 15, 2017, S&P Global Ratings said that it raised its credit rating on San Antonio, Texas-based iHeartMedia Inc. and its subsidiary iHeartCommunications to 'CCC' from 'SD' (selective default). The rating outlook is negative. IRASEL SAND: Case Summary & 17 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Irasel Sand, LLC 15 Fairway Oaks Place The Woodlands, TX 77380 Tel: (504) 644-4864 Case No.: 17-31148 Chapter 11 Petition Date: February 27, 2017 Court: United States Bankruptcy Court Southern District of Texas (Houston) Judge: Hon. Jeff Bohm Debtor's Counsel: Sean B Davis, Esq. WINSTEAD PC 1100 JPMorgan Chase Tower 600 Travis Street Houston, TX 77002 Tel: 713-650-8400 Fax: 713-650-2400 E-mail: sbdavis@winstead.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Louis R. Butler, managing member. A copy of the Debtor's list of 17 largest unsecured creditors is available for free at http://bankrupt.com/misc/txsb17-31148.pdf J. P. ALEXOPOULOS: Case Summary & 11 Unsecured Creditors -------------------------------------------------------- Debtor: J. P. Alexopoulos Enterprises, LLC DBA Fisher's Distributing 22 E King Street Ephrata, PA 17522 Case No.: 17-11344 Chapter 11 Petition Date: February 27, 2017 Court: United States Bankruptcy Court Eastern District of Pennsylvania (Philadelphia) Judge: Hon. Ashely M. Chan Debtor's Counsel: Mitchell A. Sommers, Esq. MITCHELL A. SOMMERS, ESQUIRE P.C. 107 West Main Street Ephrata, PA 17522 Tel: (717) 733-6607 E-mail: sommersesq@aol.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by James Alexopoulos, member. A copy of the Debtor's list of 11 unsecured creditors is available for free at http://bankrupt.com/misc/paeb17-11344.pdf J.C. PENNEY: To Close 140 Stores, Offer Buyouts to 6,000 Employees ------------------------------------------------------------------ Anne Steele, writing for The Wall Street Journal, reported that J.C. Penney Co. said it would shut as many as 140 of its roughly 1,000 stores by June, and said it was also offering a voluntary buyout program to 6,000 of its employees. According to the report, the 114-year-old chain, which had avoided mass closings despite years of losses, eked out its first annual profit since 2010, but executives said they were closing weaker stores so they could focus their investments on revamping those in stronger markets. Penney said it would identify the locations that are set to close next month; executives said many were smaller stores in rural locations, the report related. The report noted that the company joins a parade of traditional chains announcing plans to close locations this year after struggling to draw shoppers during the holiday season as more shopping moves online. Macy's Inc. has plans to close 100 locations and is exploring options for the rest of its real estate, while Sears Holdings Corp. is closing 108 Kmart and 42 Sears stores, the report pointed out. Analysts have said that hundreds of department stores are likely to close, especially in weaker and older malls as they lose business to online rivals such as Amazon.com Inc. as well as off-price retailers like TJX Cos., the report further pointed out. The parent of TJ Maxx and Marshall's said it would open about 1,800 stores -- about a 50% increase from its current base, the report said. Penney Chief Executive Marvin Ellison said the closings will allow Penney to adjust its business to "effectively compete against the growing threat of online retailers," the report added. He said the remaining store base gives Penney an advantage since the locations can be used to ship or pick up online orders, minimizing delivery costs, the report further related. * * * The Troubled Company Reporter, on Sept. 30, 2016, reported that Moody's Investors Service upgraded J.C. Penney Company, Inc.'s Corporate Family Rating to B1 from B3. Moody's also affirmed the company's Speculative Grade Liquidity rating at SGL-1. The rating outlook was changed to stable from positive. The upgrade of J.C. Penney's ratings reflect its continued improvement in operating performance in the face of challenging market conditions for the department store sector. "While we acknowledge the company has had easier comparisons than most of its peers, its continued progress has resulted in significant deleveraging which is evidence of the traction of its initiatives and the recovery of market share" stated Vice President, Christina Boni. Moody's believes the company can continue to increase sales and operating margins through further improvements in merchandising, sourcing and operations. Nonetheless, soft trends in apparel spending, weak mall traffic, and continued market share gains by off-price retailers are formidable headwinds that remain for J.C. Penney and department stores generally. J.G. WENTWORTH: Hires Evercore Partners to Fix Capital Structure ---------------------------------------------------------------- The American Bankruptcy Institute, citing Jessica DiNapoli of Reuters, reported that U.S. consumer finance company J.G. Wentworth Co has hired financial adviser Evercore Partners Inc. to help it address its debt burden, as fierce competition eats into its profits, people familiar with the matter said. According to the report, J.G. Wentworth, known for its catchy jingles and television commercials, has hired Evercore to help it fix its capital structure, which includes an approximately $440 million term loan, the people said. The report pointed out that J.G. Wentworth had $300 million drawn on its credit line as of Sept. 30. The Radnor, Pennsylvania-based company buys future payments that consumers expect to receive from various sources including state lotteries, insurance companies and annuities, and in turn pays its customers a lump sum, the report related. J.G. Wentworth securitizes the future payments and sells them, the report said. Low interest rates have increased competition, J.G. Wentworth said in its 2016 annual report, the report further related. The company has also been under investigation by the Consumer Finance Protection Bureau, the report added. J.G. Wentworth is a diversified financial services company that specializes in providing solutions to consumers in need of cash. KIWA BIO-TECH: Closes Sale of $1-Mil. Common Stock to Junwei Zheng ------------------------------------------------------------------ Kiwa Bio-Tech Products Group Corporation completed the sale of 1,000,000 shares of Kiwa Common Stock at a price of $1.00 per share (total sale proceeds were $1,000,000) to Junwei Zheng in a private transaction which was exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended and Regulation S promulgated under the Act since, among other things, the transaction did not involve a public offering and the securities were acquired for investment purposes only and not with a view to or for sale in connection with any distribution thereof and were purchased by an investor who is not a resident of the United States. The net proceeds will be used for the further development of Kiwa products and distribution, as well as for general working capital, according to a Form 8-K report filed with the Securities and Exchange Commission. About Kiwa Bio-Tech Kiwa Bio-Tech Products Group Corporation develops, manufactures, distributes and markets bio-technological products for agriculture. The Company has acquired technologies to produce and market bio-fertilizer. The Company has developed over six bio-fertilizer products with bacillus spp and/or photosynthetic bacteria as its ingredients. The Company's products contain ingredients of both photosynthesis and bacillus bacteria which are protected by patents. The Company reported a net loss of $677,358 in 2015 following a net loss of $707,556 in 2014. As of Sept. 30, 2016, Kiwa Bio-Tech had $4.74 million in total assets, $9.76 million in total liabilities and a total stockholders' deficiency of $5.02 million. Paritz & Company, P.A., in Hackensack, New Jersey, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company's current liabilities substantially exceeded its current assets by $9,330,130 at Dec. 31, 2015. The Company had no sales during the years ended Dec. 31, 2015, and 2014, had an accumulated deficit of $20,324,812 and stockholders' deficiency of $11,100,454 as of Dec. 31, 2015. These circumstances, among others, raise substantial doubt about the Company's ability to continue as a going concern. KLD ENERGY: Wants More Plan Exclusivity Pending Sale ---------------------------------------------------- KLD Energy Technologies, Inc., asks the U.S. Bankruptcy Court for the Western District of Texas to extend its exclusive period to file a plan through and including April 30, 2017. The Debtor has already filed its Original Chapter 11 Plan of Reorganization, dated June 3, 2016. But to date, the Plan has not been accepted by each class of impaired claims under the Plan. Recently, the Court has entered a Second Supplemental Order authorizing the Debtor to sell substantially all of its assets to MyWay Group Co., Ltd., pursuant to the terms of the Asset Purchase Agreement, pursuant to which, the sale transaction to MyWay is to close on or before March 22, 2017. As such, if the sale to MyWay fails to close, the Debtor would need additional time to reformulate a plan and attempt to reorganize. The Debtor anticipates filing a plan of liquidation to allow for the appropriate distribution of proceeds as well as the establishment of a liquidation trust to prosecute any causes of action held by the Debtor. About KLD Energy Technologies KLD Energy Technologies, Inc., which engages in the engineering, development, and manufacturing of electric drive systems, sought Chapter 11 protection (Bankr. W.D. Tex. Case No. 16-10345) on March 25, 2016. The petition was signed by Mark Wabschall, chief financial officer. The case is assigned to Judge Christopher H. Mott. The Debtor estimated assets and debt of $10 million to $50 million. The Debtor tapped Lynn H. Butler, Esq., at Husch Blackwell LLP, as counsel. No trustees or examiners have been appointed, and no official committees of creditors or equity interest holders have yet been established. LEHMAN BROTHERS: Banks Lose Claims Over Mortgages ------------------------------------------------- Jack Newsham, writing for Bankruptcy Law360, reports that a New York federal judge on Feb. 22, 2017, ruled that banks that were left holding hundreds of thousands of dud mortgages when Lehman Brothers Holdings Inc. collapsed had effectively abandoned their claims over mortgages. Law360 relates that the judge purged the mortgages. Vague terms killed the banks' claims, the report says. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition disclosed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC sought for bankruptcy protection in December 2009. The Debtors' bankruptcy cases were assigned to Judge James M. Peck. Judge Shelley Chapman took over the case after Judge Peck retired from the bench to join Morrison & Foerster. A team of Weil, Gotshal & Manges, LLP, lawyers led by the late Harvey R. Miller, Esq., serve as counsel to Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, served as counsel to the Official Committee of Unsecured Creditors. Houlihan Lokey Howard & Zukin Capital, Inc., served as the Committee's investment banker. On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens was appointed as trustee for the SIPA liquidation of the business of LBI. He is represented by Hughes Hubbard & Reed LLP. The Bankruptcy Court approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. Lehman emerged from bankruptcy protection on March 6, 2012, more than three years after it filed the largest bankruptcy in U.S. history. The Chapter 11 plan for the Lehman companies other than the broker was confirmed in December 2011. * * * According to a report by Wall Street Journal Pro Bankruptcy, the team winding down Lehman Brothers Holdings Inc. was slated to pay out $3.8 billion to creditors in October 2016. This was the 11th distribution since Lehman failed in 2008, and brought the total payout to more than $113.6 billion. The bulk of the cash -- $83.6 billion -- has gone to pay so-called third-party, or non-Lehman claims, WSJ related. Bondholders were projected to receive about 21 cents on the dollar when Lehman's bankruptcy plan went into effect in early 2012. According to the WSJ report, Lehman said in a court filing that the bondholders will have recovered more than 40 cents on the dollar after the 11th distribution is completed; while general unsecured creditors of Lehman's commodities unit will have received nearly 79 cents on the dollar following the latest distribution. LEHMAN BROTHERS: Creditors to Get Additional $288 Million --------------------------------------------------------- Patrick Fitzgerald, writing for The Wall Street Journal Pro Bankruptcy, reported that James Giddens, the trustee in charge of Lehman Brothers Inc., sought approval from the U.S. Bankruptcy Court in the Southern District of New York to pay out another $228 million to the defunct brokerage's unsecured creditors. According to the report, more than eight years after Lehman collapsed, creditors of the defunct brokerage will have collected about $9 billion. The most recent payout is the fifth distribution to creditors, the report pointed out. The report related that the payments, if approved by Lehman's bankruptcy judge, will bring the total amount returned to unsecured creditors to roughly $9 billion, a recovery of about 39 cents on the dollar. Combined with $106 billion already distributed to Lehman's customers, the total amount recovered in the brokerage's liquidation will be around $115 billion, the report further related. "The potential to bring unsecured general creditor recovery to 39% exceeds all expectations at the outset of this liquidation," Mr. Giddens told the Journal. Winding down the brokerage is substantially complete, but among Mr. Giddens's remaining tasks is resolving disputes over some $200 million in unresolved claims, the report pointed out. A hearing on the latest distribution is slated for March 21 in U.S. Bankruptcy Court in New York, the Journal said. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition disclosed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC sought for bankruptcy protection in December 2009. The Debtors' bankruptcy cases were assigned to Judge James M. Peck. Judge Shelley Chapman took over the case after Judge Peck retired from the bench to join Morrison & Foerster. A team of Weil, Gotshal & Manges, LLP, lawyers led by the late Harvey R. Miller, Esq., serve as counsel to Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, served as counsel to the Official Committee of Unsecured Creditors. Houlihan Lokey Howard & Zukin Capital, Inc., served as the Committee's investment banker. On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens was appointed as trustee for the SIPA liquidation of the business of LBI. He is represented by Hughes Hubbard & Reed LLP. The Bankruptcy Court approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. Lehman emerged from bankruptcy protection on March 6, 2012, more than three years after it filed the largest bankruptcy in U.S. history. The Chapter 11 plan for the Lehman companies other than the broker was confirmed in December 2011. * * * According to a report by Wall Street Journal Pro Bankruptcy, the team winding down Lehman Brothers Holdings Inc. was slated to pay out $3.8 billion to creditors in October 2016. This was the 11th distribution since Lehman failed in 2008, and brought the total payout to more than $113.6 billion. The bulk of the cash -- $83.6 billion -- has gone to pay so-called third-party, or non-Lehman claims, WSJ related. Bondholders were projected to receive about 21 cents on the dollar when Lehman's bankruptcy plan went into effect in early 2012. According to the WSJ report, Lehman said in a court filing that the bondholders will have recovered more than 40 cents on the dollar after the 11th distribution is completed; while general unsecured creditors of Lehman's commodities unit will have received nearly 79 cents on the dollar following the latest distribution. LEHMAN BROTHERS: Fondo de Proteccion Suit Against Diaz Continues ---------------------------------------------------------------- Carolina Bolado, writing for Bankruptcy Law360, reports that U.S. District Judge Marcia G. Cooke denied Diaz Reus & Targ LLP's request to dismiss Fondo de Proteccion Social de los Depositos Bancarios' lawsuit against the firm for improperly holding on to $22 million in disbursements from the Lehman Brothers Holdings Inc. bankruptcy and continuing to withhold $6.9 million in fees. Law360 relates that Judge Cooke ruled that FOGADE, Venezuela's deposit insurance agency, had met its pleading requirements. Diaz Reus & Targ was FOGADE's former counsel, Law360 says. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition disclosed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC sought for bankruptcy protection in December 2009. The Debtors' bankruptcy cases were assigned to Judge James M. Peck. Judge Shelley Chapman took over the case after Judge Peck retired from the bench to join Morrison & Foerster. A team of Weil, Gotshal & Manges, LLP, lawyers led by the late Harvey R. Miller, Esq., serve as counsel to Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, served as counsel to the Official Committee of Unsecured Creditors. Houlihan Lokey Howard & Zukin Capital, Inc., served as the Committee's investment banker. On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens was appointed as trustee for the SIPA liquidation of the business of LBI. He is represented by Hughes Hubbard & Reed LLP. The Bankruptcy Court approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. Lehman emerged from bankruptcy protection on March 6, 2012, more than three years after it filed the largest bankruptcy in U.S. history. The Chapter 11 plan for the Lehman companies other than the broker was confirmed in December 2011. * * * According to a report by Wall Street Journal Pro Bankruptcy, the team winding down Lehman Brothers Holdings Inc. was slated to pay out $3.8 billion to creditors in October 2016. This was the 11th distribution since Lehman failed in 2008, and brought the total payout to more than $113.6 billion. The bulk of the cash -- $83.6 billion -- has gone to pay so-called third-party, or non-Lehman claims, WSJ related. Bondholders were projected to receive about 21 cents on the dollar when Lehman's bankruptcy plan went into effect in early 2012. According to the WSJ report, Lehman said in a court filing that the bondholders will have recovered more than 40 cents on the dollar after the 11th distribution is completed; while general unsecured creditors of Lehman's commodities unit will have received nearly 79 cents on the dollar following the latest distribution. LEVEL ACRES: Case Summary & 13 Unsecured Creditors -------------------------------------------------- Debtor: Level Acres, LLC 2129 Stannards Rd. Wellsville, NY 14895 Case No.: 17-10333 Nature of Business: Single Asset Real Estate Chapter 11 Petition Date: February 24, 2017 Court: United States Bankruptcy Court Western District of New York (Buffalo) Judge: Hon. Carl L. Bucki Debtor's Counsel: Mike Krueger, Esq. DIBBLE & MILLER, P.C. 55 Canterbury Rd. Rochester, NY 14607 Tel: 585-271-1500 Fax: 585-271-0118 E-mail: mjk@dibblelaw.com Total Assets: $939,000 Total Liabilities: $2.67 million The petition was signed by Kevin P. Clark, sole member. A copy of the Debtor's list of 13 unsecured creditors is available for free at http://bankrupt.com/misc/nywb17-10333.pdf LILY ROBOTICS: Case Summary & 29 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Lily Robotics, Inc. 374 Harriet Street San Francisco, CA 94103 Case No.: 17-10426 Type of Business: Based Atherton, California, Lily Robotics develops a throw-and-shoot camera that captures pictures and videos from the skies. Its camera flies and uses GPS and computer vision to follow user's adventure activities. The company sells its products through its Website internationally. Chapter 11 Petition Date: February 27, 2017 Court: United States Bankruptcy Court District of Delaware (Delaware) Judge: Hon. Kevin J. Carey Debtor's Counsel: Robert J. Dehney, Esq. Andrew R. Remming, Esq. Marcy J. McLaughlin, Esq. MORRIS, NICHOLS, ARSHT & TUNNELL LLP 1201 North Market Street, 16th Floor P.O. Box 1347 Wilmington, DE 19899-1347 Tel: 302.658.9200 Fax: 302.658.3989 E-mail: rdehney@mnat.com aremming@mnat.com mmclaughlin@mnat.com - and - Laura Metzger, Esq. Jennifer Asher, Esq. ORRICK HERRINGTON & SUTCLIFFE LLP 51 West 52nd Street New York, NY 10019 Tel: 212.506.5000 E-mail: lmetzger@orrick.com jasher@orrick.com - and - Douglas S. Mintz, Esq. ORRICK HERRINGTON & SUTCLIFFE LLP Columbia Center 1152 15th Street, N.W. Washington, D.C. 20005-1706 Tel: 202.339.8400 Fax: 202.339.8500 E-mail: dmintz@orrick.com Debtor's Restructuring Advisor: GOLDIN ASSOCIATES, LLC Debtor's Claims & Noticing Agent: PRIME CLERK LLC www.primeclerk.com 830 Third Avenue, 9th Floor New York, NY 10022 Tel: 212-257-5450 Total Assets: $32.99 million as of Dec. 31, 2016 Total Liabilities: $37.53 million as of Dec. 31, 2016 The petition was signed by Spencer L. Wells, director. Debtor's List of 29 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Weifang GoerTek Electronics Contract- $12,040,731 Co., Ltd. Manufacture Gaoxin 2 Road Free Trade Zone Weifang Shandong CN Kevin He Email: kevin.he@goertekusa.com Fenwick & West LLP Service $83,922 Silicon Valley Center 801 California Street Mountain View, CA 94041 Sam Angus Email: sangus@fenwick.com Email: accountsreceivable@fenwick.com Tooploox Sp. Zo.o. Service $60,780 Email: pawel@tooploox.com Fifth Historic Properties LLC Lease $53,356 Email: jill@martinbuilding.com True Capital Partner, LLC Service $53,333 Email: finance@thetruecapital.com Teknique 5D Service $42,850 Email: ben@teknique.com Dina Zaarour Service $32,000 Email: dina.zaarour@gmail.com Stratasys, Inc. Lease $29,372 Email: accounts.receivable@stratasys.com Thinkstep Service $27,975 Email: support@ec4p.com Renascent Associates LLC Service $18,750 Email: alan.pitney@renascentassociates.com Bring It By Macro LLC Service $16,725 Email: rodrigo.cabanas@bringitps.com Email: accounting@bringitps.com Perkins Coie Service $12,191 Email: eandrei@perkinscoie.com Marcum LLP Service $11,992 Email: michele.hodge@marcumllp.com Premier Staffing, Inc. Service $4,891 Email: ar@pstaffing.com eShares, Inc Website $4,000 Email: kristina.nguyen@esharesinc.com Mann Consulting, LLC Service $3,942 Email: invoices@mann.com Managed by Q San Francisco Service $3,344 Email: clesko@managedbyq.com Chubb & Son Service $3,029 Linkedin Contract $2,250 Email: ar-receipts@linkedin.com Eden Technology Services, Inc. Service $1,393 Email: lexi@eden.io Quanta Laboratories Service $1,350 Email: quantalabs@quantalabs.com B8ta, Inc. Service $1,200 Email: accounting@b8ta.com Daiohs USA Inc Contract $948 Email: oakach@firstchoiceservices.com Interworld Translations Inc. Service $581 Email: Ichehov@iwtservices.com Brad Bowery Service $375 Email: bradbowery@gmail.com Thomsen And Burke LLP Service $292 Email: terri@t-b.com Akin Gump Strauss Hauer & Feld, LLP Service $114 Email: smcnish@akingump.com McMaster-Carr Supply Company Purchase $18 Email: check.input@mcmaster.com District Attorney Litigation $0 City and County of San Francisco LIMITED STORES: $26.75M Sale of IP Assets to Sycamore Unit OK'd --------------------------------------------------------------- The Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the District of Delaware approved on Feb. 23, 2017, Limited Stores Company, LLC, et al.'s asset purchase agreement with Limited IP Acquisition, LLC, authorizing the sale of the sale of their intellectual property. The Debtors designated Sunrise Brands LLC as the back-up bidder. The back-up bid and back-up agreement will remain open until the closing of the sale to the Purchaser under the agreement, or March 9, 2017. A copy of the court order is available at: http://bankrupt.com/misc/deb17-10124-276.pdf Vince Sullivan, writing for Bankruptcy Law360, reports that the Sycamore Partners unit will pay $26.75 million in cash for the assets. About Limited Stores Limited Stores Company, LLC, et al., 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, Limited Stores operated at its peak 750 retail brick and mortar store locations in the United States as well as an e-commerce channel http://www.TheLimited.com/. Limited Stores Company, LLC, Limited Stores, LLC, and The Limited Stores GC, LLC, filed voluntary petitions 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, after closing all 250 remaining stores. The petitions were signed by Timothy D. Boates, authorized signatory. Limited Stores Company estimated $10 million to $50 million in assets and $100 million to $500 million in liabilities. The Debtors tapped Klehr Harrison Harvey Branzburg LLP as counsel. Donlin, Recano & Company, Inc., serves as the Debtors' notice, claims and balloting agent. Andrew Vara, acting U.S. trustee for Region 3, on Jan. 24, 2017, appointed five creditors to serve on an Official Committee of Unsecured Creditors. The Committee tapped Kelley Drye & Warren LLP, and Pachulski Stang Ziehl & Jones LLP, as its attorneys. LINN ENERGY: Completes Restructuring, Exits Chapter 11 ------------------------------------------------------ LINN Energy, Inc., the reorganized successor to LINN Energy, LLC, and its affiliated entities, on Feb. 28, 2017, disclosed that it has emerged from Chapter 11 restructuring. Pursuant to the Plan of Reorganization, LINN and Berry Petroleum ("Berry") will operate as stand-alone companies. Through the restructuring, LINN has reduced debt by more than $5 billion to total debt of $1.012 billion and pro forma net debt of $962 million, resulting in $730 million of liquidity. The new structure significantly enhances financial flexibility and positions the Company for long-term success. Mark E. Ellis, President and Chief Executive Officer, said, "[Tues]day marks a new beginning for our company and all of our stakeholders. With significantly less debt and an infusion of new equity capital, we have ample liquidity to accelerate growth in our core areas, including our SCOOP/STACK/Merge position. We are confident that our diverse and high-quality asset base will serve as a foundation for our future success." The following are highlights of LINN's asset position: -- ~185,000 net acres in SCOOP/STACK/Merge - a premier onshore play -- Including ~49,000 net acres in the highly prospective Merge, where LINN holds a dominant position and operates a 60 MMcf/d refrigeration plant with expansion capability -- 2.6+ million net acres (98%+ HBP) with exposure to emerging stacked pay opportunities in Mid-Continent, Rockies, East Texas and North Louisiana -- Predictable, low-cost base production which averaged 828 MMcfe/d in 2016 (13% decline rate) -- Proved Developed PV-10 of ~$3.1 billion at February 15, 2017 strip pricing A supplemental presentation has been posted to the Company's website, which includes an overview of the emerging company, an update on the capital structure, operational highlights of LINN's asset areas and additional information on the asset sales. Effective Feb. 28, the Company's Board of Directors are comprised of members of management and representatives of the Company's largest shareholders. The new directors are: -- Mark E. Ellis, President and Chief Executive Officer at the Company -- David B. Rottino, Executive Vice President and Chief Financial Officer at the Company -- Matthew Bonanno, Partner at York Capital Management -- Phil Brown, Partner at P. Schoenfeld Asset Management -- Evan Lederman, Managing Director and Partner at Fir Tree Partners -- Kevin Mahony, Principal at Centerbridge Partners -- Andy Taylor, member of the investment team of Elliot Management Corporation The Board of Directors has engaged Jefferies LLC as lead advisor and has initiated a process to explore and evaluate potential strategic alternatives, which includes marketing five non-core assets. The Company has retained the following advisors to work alongside Jefferies LLC in the sales process: RBC Richardson Barr will market the Williston and Permian packages, CIBC Griffis & Small will market the South Texas and Salt Creek packages, and Tudor Pickering, Holt & Co. will market California. The proceeds received from any future asset sales are expected to further de-lever the Company's balance sheet and allow for flexibility to focus resources on the remaining growth assets. The new Board of Directors collectively echoed Mr. Ellis' comments and said, "We are very excited for the prospects of LINN as we transition from an upstream MLP to a growth-oriented E&P company. We also believe the asset sales will allow us to re-deploy capital to focus on significant growth opportunities and position LINN to maximize returns for shareholders." "We thank our outstanding employees for their unwavering commitment throughout the restructuring process," said Mark E. Ellis. "Because of their efforts, we were able to achieve strong operational results and reduce costs while working safely. Looking ahead, our employees are critical in creating future value and driving the Company's success." Kirkland & Ellis LLP served as legal adviser to LINN, Lazard served as financial adviser and AlixPartners served as restructuring adviser. Jefferies LLC is serving as lead financial advisor in the strategic review process. About Linn Energy, LLC Headquartered in Houston, Texas, Linn Energy, LLC, and its affiliates are independent oil and natural gas companies. Each of Linn Energy, LLC, and 14 of its subsidiaries filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 16-60040) on May 11, 2016. The petitions were signed by Arden L. Walker, Jr., chief operating officer of LINN Energy. The Debtors have hired Paul M. Basta, Esq., Stephen E. Hessler, Esq., Brian S. Lennon, Esq., James H.M. Sprayregen, Esq., and Joseph M. Graham, Esq., at Kirkland & Ellis LLP and Kirkland & Ellis International LLP as general bankruptcy counsel, Jackson Walker L.L.P. as co-counsel, Lazard Freres & Co. LLC as financial advisor, AlixPartners as restructuring advisor and Prime Clerk LLC as claims, notice and balloting agent. Judge David R. Jones presides over the cases. The Office of the U.S. Trustee has appointed five creditors of Linn Energy LLC to serve on the official committee of unsecured creditors. The Committee tapped Mark I. Bane, Esq., and Keith H. Wofford, Esq., at Ropes & Gray LLP; and Moelis & Company LLC as investment banker. It also retained as Texas Oil & Gas Counsel, John P. Melko, Esq., David S. Elder, Esq., and Michael K. Riordan, Esq., at Gardere Wynne Sewell LLP. LIZA HAZAN: Creditor Seeks Chap. 11 Conversion, Trustee Appointment ------------------------------------------------------------------- The Board of Managers of Spencer Condominium asks the U.S. Bankruptcy Court for the Southern District of Florida to enter an order converting Liza Hazan's Chapter 11 case to one under Chapter 7 of the Bankruptcy, or, in the alternative, direct the appointment of a Chapter 11 Trustee. According to the Board of Managers, the need for conversion or the appointment of a Chapter 11 Trustee is exemplified by the numerous, material misstatements in the Debtor's petition and schedules and the Debtor's fraudulent concealment of her interest in a valuable condominium in New York City's Upper East Side, Lenox Hill Neighborhood. The creditor asserts that the various misstatements and concealment clearly demonstrate that the Debtor cannot be trusted to faithfully carry out the statutory duties of a Chapter 11 Debtor in possession. Moreover, the creditor adds, based upon the prepetition conduct of the Debtor, the Debtor's sale of assets postpetition and the handling of cash in the Debtor-in-Possession Bank Accounts, the failure to accurately schedule assets in her bankruptcy petition, and other continuous attempts to avoid, evade, and defraud the Board and others, warrants a mandatory appointment of a Trustee. The Creditor is represented by: Robert C. Furr, Esq. FURR AND COHEN, P.A. 2255 Glades Road, Suite 337W Boca Raton, FL 33431 Tel.: (561) 395-0500 Fax: (561)338-7532 E-mail: rfurr@furrcohen.com Liza Hazan filed for Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No. 16-10389) on Jan. 11, 2016, and is represented by Joel M. Aresty, Esq., in North Miami, Florida. LMCHH PCP: Committee Taps Heller Draper as Legal Counsel -------------------------------------------------------- The official committee of unsecured creditors of LMCHH PCP LLC and Louisiana Medical Center and Heart Hospital LLC has filed an application seeking court approval to hire legal counsel. In its application, the committee asked the U.S. Bankruptcy Court for the Eastern District of Louisiana for approval to hire Heller, Draper, Patrick, Horn & Dabney, LLC to assist in its consultations with the Debtors, give advice regarding any potential sale of assets, review any proposed Chapter 11 plan, and provide other services. The hourly rates charged by the firm for its members range from $350 to $475. Associates and paralegals charge $225 per hour and $120 per hour, respectively. Tristan Manthey, Esq., disclosed in a court filing that all members, associates, and counsel practicing in his firm are "disinterested persons" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Tristan E. Manthey, Esq. Heller, Draper, Patrick, Horn & Dabney, LLC 650 Poydras Street, Suite 2500 New Orleans, LA 70130 Phone: (504) 299-3300 About LMCHH PCP LMCHH PCP LLC and Louisiana Medical Center and Heart Hospital, LLC currently operate a state-of-the-art 213,000 square facility and two medical office buildings. Originally licensed for 58 beds in 2003, as a result of its physical and strategic expansion in 2007, the Hospital is now a full-service 132-bed acute care hospital with seven operating rooms, three catheterization laboratories, and a 24-hour heart attack intervention center dedicated to providing advanced medical treatment and compassionate care to patients and families throughout the North Shore area. LMCHH PCP and LHH sought bankruptcy protection in the U.S. Bankruptcy Court for the District of Delaware on Jan. 30, 2017. The Debtors are currently seeking joint administration of their Chapter 11 cases under the main case, 17-10201. The cases have been assigned to the Hon. Judge Laurie Selber Silverstein. LMCHH estimated assets in the range of $1 million to $10 million and liabilities of up to $500 million. LHH estimated assets in the range of $10 million to $50 million and liabilities of $100 million to $500 million. The Debtors have hired Young, Conaway, Stargatt & Taylor LLP as local counsel, Alston & Bird LLP as legal counsel, Solic Capital Advisors, LLC, as financial advisor and The Garden City Group, Inc., as claims and noticing agent. LSB INDUSTRIES: Jack E. Golsen et al. Have 10.2% Stake ------------------------------------------------------ In an amended Schedule 13D filed with the Securities and Exchange Commission, disclosed that as of Feb. 22, 2017, they may be deemed to beneficially own an aggregate of 2,933,582 shares of Common Stock, representing approximately 10.2% of the issued and outstanding shares of LSB Industries, Inc.'s common stock. The table sets forth the following information relating to the shares of Common Stock beneficially owned by each Reporting Person of the reporting group as of the filing date of the amendment: Reporting Aggregate Person Amount Percent --------- --------- ------- Jack E. Golsen 2,581,888 9.0% Barry H. Golsen 2,933,582 10.2% Golsen Family, L.L.C. 148,725 0.5% SBL, L.L.C. 2,413,287 8.4% Golsen Petroleum Corporation 417,288 1.5% The percentage was calculated based on 28,828,206 shares of Common Stock outstanding, which consists of (i) 27,911,540 shares of Common Stock outstanding as of October 28, 2016, as reported in LSB Industries, Inc.'s Quarterly Report on Form 10-Q for the quarter ended Sept. 30, 2016, (ii) 666,666 shares of Common Stock issuable upon conversion of Series B Preferred Stock deemed to be beneficially owned by the Reporting Person, and (iii) 250,000 shares of Common Stock issuable upon conversion of Series D Preferred Stock deemed to be beneficially owned by the Reporting Person. The amendment was filed to report the change in beneficial ownership of the Common Stock of J. Golsen and B. Golsen, as a result of (a) the resignation of J. Golsen as sole trustee of certain trusts created for the benefit of certain of J. Golsen's children, grandchildren and great-grandchildren, and (b) the appointment of B. Golsen as successor trustee of those trusts. A full-text copy of the regulatory filing is available at: https://is.gd/rOj8c1 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. MARBLES HOLDINGS: Committee Taps Berkeley as Financial Advisor -------------------------------------------------------------- The official committee of unsecured creditors of Marbles Holdings, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to hire a financial advisor. The committee proposes to hire Berkeley Research Group, LLC to monitor the ongoing performance of Marbles Holdings and its affiliates on a weekly basis, review their weekly performance against budget, and provide general financial advice related to any restructuring activities. The rates charged by the firm range from $295 per hour for associates to $975 per hour for managing directors. The hourly rates for support staff range from $125 to $250. The financial advisors expected to have primary responsibility for representing the committee and their hourly rates are: Robert Duffy $975 Stephen Coulombe $975 Rudolph Morando Jr. $735 Berkeley is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Rudolph J. Morando Jr. Berkeley Research Group, LLC 181 W. Madison Chicago, IL 60602 Phone: 312-329-7900 About Marbles Holdings Marbles LLC is a privately-held company engaged in the development, curating, wholesaling and retail sale of unique brain-stimulating games, puzzles, software, and books. Its principal place of business and principal office are located at 1918 North Mendell Street, Chicago, Illinois. Marbles Holdings, LLC, along with Marbles LLC and Marbles Brain Workshop, LLC, sought Chapter 11 bankruptcy protection (Bankr. N.D. Ill. Lead Case No. 17-03309) on Feb. 3, 2017. Adelman & Gettleman LTD. serves as bankruptcy counsel, while Garden City Group LLC acts as noticing, claims and solicitation agent. The Debtors have also tapped Hilco IP Services LLC dba Hilco Streambank to help monetize its intellectual property, and Gordon Brothers Retail Partners, LLC in connection with the store closing sales at its retail stores. At the time of the filing, Marbles Holdings and Marbles LLC estimated assets of $1 million to $10 million and liabilities of $10 to $50 million. Marbles Brain Workshop estimated assets of less than $500,000 and liabilities of less than $50,000. On February 13, 2017, the Office of the U.S. Trustee appointed five creditors to serve in the official committee of unsecured creditors. Pachulski Stang Ziehl & Jones LLP has been tapped as main counsel to the Committee and Freeborn & Peters LLP serves as local counsel. Berkeley Research Group, LLC acts as financial advisor to the Committee. No trustee or examiner has been appointed. MARBLES HOLDINGS: Committee Taps Freeborn as Local Counsel ---------------------------------------------------------- The official committee of unsecured creditors of Marbles Holdings, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to hire Freeborn & Peters LLP. The firm will serve as the committee's local counsel in connection with the Chapter 11 cases of Marbles Holdings and its affiliates. Freeborn will work collaboratively with Pachulski Stang Ziehl & Jones LLP, the firm tapped by the committee to be its lead counsel, to ensure there is no duplication of efforts, according to court filings. The rates charged by the firm range from $310 per hour for new associates to $815 per hour for senior partners. The rates for paraprofessionals range from $235 per hour to $280 per hour. The attorneys presently expected to have primary responsibility for representing the committee and their hourly rates are: Shelly DeRousse $510 Devon Eggert $435 Elizabeth Janczak $350 Trinitee Green $320 Freeborn is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Shelly A. DeRousse, Esq. Devon J. Eggert, Esq. Freeborn & Peters LLP 311 South Wacker Drive, Suite 3000 Chicago, IL 60606 Tel: 312-360-6000 Fax: 312-360-6520 Email: sderousse@freeborn.com Email: deggert@freeborn.com About Marbles Holdings Marbles LLC is a privately-held company engaged in the development, curating, wholesaling and retail sale of unique brain-stimulating games, puzzles, software, and books. Its principal place of business and principal office are located at 1918 North Mendell Street, Chicago, Illinois. Marbles Holdings, LLC, along with Marbles LLC and Marbles Brain Workshop, LLC, sought Chapter 11 bankruptcy protection (Bankr. N.D. Ill. Lead Case No. 17-03309) on Feb. 3, 2017. Adelman & Gettleman LTD. serves as bankruptcy counsel, while Garden City Group LLC acts as noticing, claims and solicitation agent. The Debtors have also tapped Hilco IP Services LLC dba Hilco Streambank to help monetize its intellectual property, and Gordon Brothers Retail Partners, LLC in connection with the store closing sales at its retail stores. At the time of the filing, Marbles Holdings and Marbles LLC estimated assets of $1 million to $10 million and liabilities of $10 to $50 million. Marbles Brain Workshop estimated assets of less than $500,000 and liabilities of less than $50,000. On February 13, 2017, the Office of the U.S. Trustee appointed five creditors to serve in the official committee of unsecured creditors. Pachulski Stang Ziehl & Jones LLP has been tapped as main counsel to the Committee and Freeborn & Peters LLP serves as local counsel. Berkeley Research Group, LLC acts as financial advisor to the Committee. No trustee or examiner has been appointed. MARBLES HOLDINGS: Committee Taps Pachulski as Lead Counsel ---------------------------------------------------------- The official committee of unsecured creditors of Marbles Holdings, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to hire Pachulski Stang Ziehl & Jones LLP. Pachulski will serve as the committee's lead counsel in connection with the Chapter 11 cases of Marbles Holdings and its affiliates. The firm will represent the committee in its consultations with the Debtors, analyze their assets and liabilities, participate in the preparation of a bankruptcy plan, and provide other legal services. The hourly rates charged by the firm's professionals are: Partners $625 - $1,245 Of Counsel $575 - $995 Associates $405 - $595 Paralegals $325 - $350 Pachulski and its attorneys are "disinterested persons" as defined in section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Bradford S. Sandler, Esq. Maxim B. Litvak, Esq. Shirley S. Cho, Esq. Pachulski Stang Ziehl & Jones LLP 919 N. Market Street, 17th Floor Wilmington, DE 19801 Tel No: (302)652-4100 Fax No: (302)652-4400 E-mail: bsandler@pszjlaw.com mlitvak@pszjlaw.com scho@pszjlaw.com About Marbles Holdings Marbles LLC is a privately-held company engaged in the development, curating, wholesaling and retail sale of unique brain-stimulating games, puzzles, software, and books. Its principal place of business and principal office are located at 1918 North Mendell Street, Chicago, Illinois. Marbles Holdings, LLC, along with Marbles LLC and Marbles Brain Workshop, LLC, sought Chapter 11 bankruptcy protection (Bankr. N.D. Ill. Lead Case No. 17-03309) on Feb. 3, 2017. Adelman & Gettleman LTD. serves as bankruptcy counsel, while Garden City Group LLC acts as noticing, claims and solicitation agent. The Debtors have also tapped Hilco IP Services LLC dba Hilco Streambank to help monetize its intellectual property, and Gordon Brothers Retail Partners, LLC in connection with the store closing sales at its retail stores. At the time of the filing, Marbles Holdings and Marbles LLC estimated assets of $1 million to $10 million and liabilities of $10 to $50 million. Marbles Brain Workshop estimated assets of less than $500,000 and liabilities of less than $50,000. On February 13, 2017, the Office of the U.S. Trustee appointed five creditors to serve in the official committee of unsecured creditors. Pachulski Stang Ziehl & Jones LLP has been tapped as main counsel to the Committee and Freeborn & Peters LLP serves as local counsel. Berkeley Research Group, LLC acts as financial advisor to the Committee. No trustee or examiner has been appointed. MARINA BIOTECH: Appoints Chief Scientific Officer and COO --------------------------------------------------------- Marina Biotech, Inc. announced the appointment of Larn Hwang, Ph.D. as chief scientific officer and Mihir Munsif as chief operating officer. "We are thrilled to have Larn and Mihir join the Marina Biotech team," stated Joseph W. Ramelli, CEO of Marina Biotech. "Each of them brings a track record of success and important skill sets that I believe will prove invaluable for Marina at this important inflection point in the company's history. Larn will bring with her extensive experience in oligo-therapeutics and Mihir will lead the manufacturing of our drug products." Dr. Hwang will receive an annual base salary of $85,000, and she also will be entitled to receive a discretionary bonus as determined by the Board in its sole discretion. The Company granted to Dr. Hwang options to purchase up to 60,000 shares of the Company's common stock under the Company's 2014 Long-Term Incentive Plan at an exercise price of $0.18 per share, with all of those options to vest on the one year anniversary of the Hwang Letter. Mr. Munsif will receive an annual base salary of $65,000, and he also will be entitled to receive a discretionary bonus as determined by the Board in its sole discretion. In connection with the Munsif Letter, the Company granted to Mr. Munsif options to purchase up to 60,000 shares of the Company's common stock under the 2014 Plan at an exercise price of $0.18 per share, with all of those options to vest on the one year anniversary of the date of the Munsif Letter. Dr. Hwang has served as the chief executive officer of Oncotelic, Inc. since October 2015 and as the chief scientific officer of Autotelic Inc. since October 2013. Dr. Hwang is a veteran in the drug development industry, with broad expertise in drug discovery and biomarker development, as well as clinical and regulatory operations. Dr. Hwang was a founder of IgDraSol, Inc. (which merged with Sorrento Therapeutics in 2013, where she later served as VP of Regulatory and Clinical Operations from September 2013 to May 2014) and served as its chief operating officer from April 2012 to August 2013, and she was a founder of Biomiga Diagnostics and served as its chief operating officer from 2011 to August 2013. Prior to that, she served as Head of Cell Biology at Abraxis BioScience from November 2005 to June 2011 and as Senior Principal Scientist at Celgene Corporation from February 2011 to June 2011. Dr. Hwang made significant contributions to the field of antisense and miRNA with several patents applications filed on her work. Dr. Hwang has also held positions with Johnson & Johnson and ABI. Dr. Hwang received a Ph.D. in Molecular Microbiology from The University of Texas Southwestern Medical Center at Dallas. Mr. Munsif has served as the senior vice president at Autotelic Inc. since November 2016, as the senior vice president of Portfolio Management of LipoMedics, Inc. since June 2016 and as the senior vice president of Portfolio Management of Oncotelic, Inc. since October 2015. Previously he served as the chief executive officer of IthenaPharma Inc. from August 2016 until its merger with Marina Biotech in 2016, and as the chief operating officer of IthenaPharma Inc. from September 2014 until August 2016. Prior to that, he served as Product Life Cycle Management and Supply Chain Consulting at Accenture from March 2013 until September 2014 and as Product Life Cycle Management and Supply Chain Management Operations at Herbalife from April 2009 until March 2013. Mr. Munsif received a M.S. in Industrial Engineering from the University of Oklahoma and a B.S. in Chemical Engineering from Manipal Institute of Technology. About Marina Biotech Marina Biotech, Inc., headquartered in Bothell, Washington, is a biotechnology company focused on the discovery, development and commercialization of nucleic acid-based therapies utilizing gene silencing approaches such as RNA interference ("RNAi") and blocking messenger RNA ("mRNA") translation. The Company's goal is to improve human health through the development, either through its own efforts or those of its collaboration partners and licensees, of these nucleic acid-based therapeutics as well as the delivery technologies that together provide superior treatment options for patients. The Company has multiple proprietary technologies integrated into a broad nucleic acid-based drug discovery platform, with the capability to deliver novel nucleic acid-based therapeutics via systemic, local and oral administration to target a wide range of human diseases, based on the unique characteristics of the cells and organs involved in each disease. On June 1, 2012, the Company announced that, due to its financial condition, it had implemented a furlough of approximately 90% of its employees and ceased substantially all day-to-day operations. Since that time substantially all of the furloughed employees have been terminated. As of Sept. 30, 2012, the Company had approximately 11 remaining employees, including all of its executive officers, all of whom are either furloughed or working on reduced salary. As a result, since June 1, 2012, its internal research and development efforts have been minimal, pending receipt of adequate funding. Marina Biotech reported net income applicable to common stockholders of $2.64 million for the year ended Dec. 31, 2015, compared to a net loss applicable to common stockholders of $12.47 million for the year ended Dec. 31, 2014. As of Sept. 30, 2016, Marina Biotech had $6.88 million in total assets, $5.47 million in total liabilities and $1.40 million in total stockholders' equity. Wolf & Company, P.C., in Boston, Massachusetts, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has suffered recurring losses from operations, has a significant accumulated deficit and does not have sufficient capital to fund its operations. This raises substantial doubt about the Company's ability to continue as a going concern. MARINA BIOTECH: Closes Offering of $1.78 Million Common Shares -------------------------------------------------------------- Marina Biotech, Inc., has entered into two privately negotiated transactions pursuant to which it will issue an aggregate of approximately 6.15 million shares of its common stock for an effective price per share of $0.29. As a result of those transactions, the Company will reduce the aggregate amount of its outstanding payables to its service providers by approximately $1.78 million. "This is a very positive development for Marina Biotech," stated its CEO, Joseph W. Ramelli. "We completed this de facto financing at a 93% premium to yesterday's closing stock price of $0.15, and without any warrant coverage, even though the shares are restricted and thus cannot be sold for at least 6 months. I would like to thank these two service providers for believing in the strategic vision of the company and for wanting to take the ride along with us as shareholders." About Marina Biotech Marina Biotech, Inc., headquartered in Bothell, Washington, is a biotechnology company focused on the discovery, development and commercialization of nucleic acid-based therapies utilizing gene silencing approaches such as RNA interference ("RNAi") and blocking messenger RNA ("mRNA") translation. The Company's goal is to improve human health through the development, either through its own efforts or those of its collaboration partners and licensees, of these nucleic acid-based therapeutics as well as the delivery technologies that together provide superior treatment options for patients. The Company has multiple proprietary technologies integrated into a broad nucleic acid-based drug discovery platform, with the capability to deliver novel nucleic acid-based therapeutics via systemic, local and oral administration to target a wide range of human diseases, based on the unique characteristics of the cells and organs involved in each disease. On June 1, 2012, the Company announced that, due to its financial condition, it had implemented a furlough of approximately 90% of its employees and ceased substantially all day-to-day operations. Since that time substantially all of the furloughed employees have been terminated. As of Sept. 30, 2012, the Company had approximately 11 remaining employees, including all of its executive officers, all of whom are either furloughed or working on reduced salary. As a result, since June 1, 2012, its internal research and development efforts have been minimal, pending receipt of adequate funding. Marina Biotech reported net income applicable to common stockholders of $2.64 million for the year ended Dec. 31, 2015, compared to a net loss applicable to common stockholders of $12.47 million for the year ended Dec. 31, 2014. As of Sept. 30, 2016, Marina Biotech had $6.88 million in total assets, $5.47 million in total liabilities and $1.40 million in total stockholders' equity. Wolf & Company, P.C., in Boston, Massachusetts, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has suffered recurring losses from operations, has a significant accumulated deficit and does not have sufficient capital to fund its operations. This raises substantial doubt about the Company's ability to continue as a going concern. MARINA BIOTECH: Could Receive $90M Under SMARTICLES Licensing Pact ------------------------------------------------------------------ Marina Biotech, Inc. has entered into a license agreement with LipoMedics, Inc. regarding the Company's SMARTICLES platform for the delivery of nanoparticles including small molecules, peptides, proteins and biologics. This represents the first time that the Company's SMARTICLES technologies have been licensed in connection with nanoparticles delivering small molecules, peptides, proteins and biologics. Under terms of the agreement, Marina could receive up to $90 million in success based milestones. In addition, if LipoMedics determines to pursue further development and commercialization of products under the License Agreement, LipoMedics agreed, in connection therewith, to purchase shares of the Company's common stock for an aggregate purchase price of $500,000, with the purchase price for each share of common stock being the greater of $0.29 or the volume weighted average price of the common stock for the thirty trading days immediately preceding the date on which LipoMedics notifies the Company that it intends to pursue further development or commercialization of a licensed product. Vuong Trieu, Ph.D., the chairman of the Board of Directors of the Company, is the Chairman of the Board and chief operating officer of LipoMedics. The Company intends to submit a FOIA Confidential Treatment Request to the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended, requesting that it be permitted to redact certain portions of the License Agreement. The omitted material will be included in the request for confidential treatment. Further details of the agreement were not disclosed. "With the execution of this license agreement, the company extends its runway and enters into new areas medicine," stated Joseph W. Ramelli, CEO of Marina Biotech. "We are now beginning to see our delivery technologies used with various types of molecules and entities. We hope our delivery technologies continue to provide new therapeutic opportunities to the patient community." About Marina Biotech Marina Biotech, Inc., headquartered in Bothell, Washington, is a biotechnology company focused on the discovery, development and commercialization of nucleic acid-based therapies utilizing gene silencing approaches such as RNA interference ("RNAi") and blocking messenger RNA ("mRNA") translation. The Company's goal is to improve human health through the development, either through its own efforts or those of its collaboration partners and licensees, of these nucleic acid-based therapeutics as well as the delivery technologies that together provide superior treatment options for patients. The Company has multiple proprietary technologies integrated into a broad nucleic acid-based drug discovery platform, with the capability to deliver novel nucleic acid-based therapeutics via systemic, local and oral administration to target a wide range of human diseases, based on the unique characteristics of the cells and organs involved in each disease. On June 1, 2012, the Company announced that, due to its financial condition, it had implemented a furlough of approximately 90% of its employees and ceased substantially all day-to-day operations. Since that time substantially all of the furloughed employees have been terminated. As of Sept. 30, 2012, the Company had approximately 11 remaining employees, including all of its executive officers, all of whom are either furloughed or working on reduced salary. As a result, since June 1, 2012, its internal research and development efforts have been minimal, pending receipt of adequate funding. Marina Biotech reported net income applicable to common stockholders of $2.64 million for the year ended Dec. 31, 2015, compared to a net loss applicable to common stockholders of $12.47 million for the year ended Dec. 31, 2014. As of Sept. 30, 2016, Marina Biotech had $6.88 million in total assets, $5.47 million in total liabilities and $1.40 million in total stockholders' equity. Wolf & Company, P.C., in Boston, Massachusetts, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has suffered recurring losses from operations, has a significant accumulated deficit and does not have sufficient capital to fund its operations. This raises substantial doubt about the Company's ability to continue as a going concern. MARIOLA KIELCZEWSKA: Bank Seeks Appointment of Operating Trustee ---------------------------------------------------------------- Valley National Bank filed a Notice of Motion before the U.S. Bankruptcy Court for the District of New Jersey, that on March 14, 2017, the bank will ask the Court to bar Mariola Kielczewska from using the cash collateral securing the Debtor's indebtedness, or, in the alternative, appoint an operating trustee. Valley National Bank further requests the Debtor for an oral argument. The Movant is represented by: Stuart Gold, Esq. MANDELBAUM SALSBURG P.C. 3 Becker Farm Road Roseland, NJ 07068 Tel.: (973) 736-4600 Mariola Kielczewska filed a Chapter 11 petition (Bankr. D.N.J. Case No. 16-26891) on September 1, 2016, and is represented by Batya G. Wernick, Esq. MAUI LAND: Reports 2016 Net Income of $21.8 Million --------------------------------------------------- Maui Land & Pineapple Company, Inc., reported net income of $21.8 million, or $1.15 per share, for 2016. This compares to net income of $6.8 million, or $0.36 per share, for 2015. The Company reported revenues of $47.4 million and $22.8 million for 2016 and 2015, respectively. For the fourth quarter of 2016, the Company recognized net income of $7.4 million or $0.39 per share. For the fourth quarter of 2015, the Company recognized a net loss of $0.9 million or $(0.05) per share. Operating revenues totaled $20.3 million and $2.7 million during the fourth quarters of 2016 and 2015, respectively. As of Dec. 31, 2016, Maui Land had $38.88 million in total assets, $21.14 million in total liabilities and $17.74 million in total equity. In December 2016, the Company sold a 3.4-acre property with an approximately 26,000 square foot building, commonly referred to as the Kapalua Village Center for $18.0 million. The sale resulted in a gain of $12.9 million. Proceeds from the sale were used to pay down the Company's long-term debt. "We are pleased with the many significant accomplishments over the past several years in strengthening our Company's financial condition and refocusing our business," stated Warren H. Haruki, Chairman and CEO. "In addition, we are very appreciative of the continued support of our shareholders, creditors and the community as we further our efforts in pivoting MLP for sustained growth." A full-text copy of the Form 10-K is available for free at: https://is.gd/CdtOuJ About Maui Land & Pineapple Co. Maui Land & Pineapple Company, Inc. (NYSE: MLP) -- http://mauiland.com/-- develops, sells, and manages residential, resort, commercial, and industrial real estate. The Company owns approximately 23,000 acres of land on Maui and operates retail, utility operations, and a nature preserve at the Kapalua Resort. The Company's principal subsidiary is Kapalua Land Company, Ltd., the operator and developer of Kapalua Resort, a master-planned community in West Maui. * * * This concludes the Troubled Company Reporter's coverage of Maui Land until facts and circumstances, if any, emerge that demonstrate financial or operational strain or difficulty at a level sufficient to warrant renewed coverage. MCCLATCHY COMPANY: Former CEO to Get $1.7 Million Payout -------------------------------------------------------- Patrick J. Talamantes entered into a waiver and general release agreement in connection with his departure from The McClatchy Company, according to an amended Form 8-K report filed with the Securities and Exchange Commission. Pursuant to the terms of the Agreement, Mr. Talamantes, who's employment as president and chief executive officer ended on Jan. 25, 2017, will be entitled to receive as severance the gross lump sum amount of $1,350,000, which is the equivalent of 1.5 times base salary at the rate in effect at the time of separation. In addition, Mr. Talamantes will receive (1) a $135,000 payment in respect of his annual incentive for fiscal year 2016; (2) a $225,000 payment in respect of the Company’s long-term performance-based cash program made under the 2014 Long-Term Incentive Plan; and (3) 42,900 restricted shares of the Company’s Class A Common Stock which represent certain outstanding awards previously granted to Mr. Talamantes. Pursuant to the Agreement, Mr. Talamantes agreed to grant a general release to the Company and to continue to be bound by certain restrictive covenants including confidentiality, non-solicitation and non-disparagement provisions set forth in his employment agreement. About The McClatchy Company Sacramento, Cal.-based The McClatchy Company (NYSE: MNI) -- http://www.mcclatchy.com/-- is a media company that provides both print and digital news and advertising services. Its operations include 30 daily newspapers, community newspapers, websites, mobile news and advertising, niche publications, direct marketing and direct mail services. Its owned newspapers include, among others, the (Fort Worth) Star-Telegram, The Sacramento Bee, The Kansas City Star, the Miami Herald, The Charlotte Observer, and The (Raleigh) News & Observer. The Company holds interest in digital assets which include CareerBuilder, LLC, Classified Ventures, LLC, HomeFinder, LLC, and Wanderful Media. McClatchy reported a net loss of $300 million on $1.05 billion of net revenues for the year ended Dec. 27, 2015, compared to net income of $374 million on $1.14 billion of net revenues for the year ended Dec. 28, 2014. As of Sept. 25, 2016, McClathcy Co had $1.83 billion in total assets, $1.68 billion in total liabilities and $155.5 million in stockholders' equity. * * * McClatchy carries a 'Caa1' corporate family rating from Moody's Investors Service. In May 2011, Moody's changed the rating outlook from stable to positive following the company's announcement that it closed on the sale of land in Miami for $236 million. The outlook change reflects Moody's expectation that McClatchy will utilize the net proceeds to reduce debt, including its underfunded pension position, which will reduce leverage by approximately half a turn and lower required contributions to the pension plan over the next few years. As reported by the TCR on April 2, 2014, Standard & Poor's Ratings Services affirmed all ratings on U.S. newspaper company The McClatchy Co., including the 'B-' corporate credit rating, and revised the rating outlook to stable from positive. The outlook revision to stable reflects S&P's expectation that the timeframe for a potential upgrade lies beyond the next 12 months, and could also depend on the company realizing value from its digital minority interests. METROPOLITAN STEEL: Court Dismisses Appeal of Sale Order -------------------------------------------------------- Judge Mark A. Kearney of the United States District Court for the Eastern District of Pennsylvania dismissed the appeal challenging the bankruptcy court's order approving an asset sale in the case captioned IN THE MATTER OF: METROPOLITAN STEEL INDUSTRIES, INC., Civil Action No. 16-5392 (E.D. Pa.). On August 25, 2016, Robert Holber, the appointed Chapter 11 Trustee, and East Coast SteelFab, LLC, signed an asset purchase agreement to sell substantially all of Metropolitan Steel Industries, Inc.'s assets to East Coast free and clear of all liens, subject to bidding procedures. After signing the agreement, Holber moved for orders approving the bidding procedures and the sale of Metropolitan Steel's assets free and clear of liens. On September 21 and 23, 2016, Iron Workers Local 40, 361 & 417 and Iron Workers Local 580 Joint Funds, and several of Metropolitan Steel's creditors, filed objections to the sale motion. They asserted, among other things, any order approving the sale should be conditioned on East Coast being bound to the union agreements between Metropolitan Steel and the Iron Workers, and should not include language barring successor or control group liability. On September 30, 2016, the Bankruptcy Court overruled the Iron Workers' objections and entered an order approving the asset purchase agreement. The sale order did not require East Coast to be bound by any of the union agreements, included a provision protecting East Coast from successor liability claims, and held that Holber and East Coast signed the agreement in good faith, entitling them to the protections of section 363(m) of the Bankruptcy Code. The Iron Workers timely appealed the Sale Order. Holber and East Coast closed on the asset sale on November 23, 2016. No party moved for a stay of the sale order pending appeal. Judge Kearney dismissed the Iron Workers' appeal of the sale order for being statutorily moot. The judge noted that the sale was not stayed pending the appeal. The judge explained that the Iron Workers' appeal is moot unless reversing or modifying the sale authorization would not affect the validity of the sale. The judge found, however, that the Iron Workers offered no counter-arguments for how their requested modification would not impact the terms of the bargain. Thus, Judge Kearney concluded that the Iron Workers' requested relief would significantly affect the validity of the sale, and their appeal is statutorily moot. Judge Kearney also found that the Iron Workers failed to identify basis to conclude that the Bankruptcy Court's factual findings of good faith are clearly erroneous. A full-text copy of Judge Kearney's January 12, 2017 memorandum is available at https://is.gd/aUt05Z from Leagle.com. IRON WORKERS LOCAL 40, 361, & 417, IRON WORKERS LOCAL 580 JOINT FUNDS, Appellants, represented by ADRIENNE N. ANDERSON -- aanderson@ciardilaw.com -- CIARDI CIARDI & ASTIN & ALBERT A. CIARDI, Jr. -- aciardi@ciardilaw.com -- CIARDI & CIARDI, P.C.. EAST COAST STEELFAB, D. MICHAEL HARTLEY, D. KENT HARTLEY, EAST COAST STEELFAB, LLC, represented by JOHN C. KILGANNON -- jck@stevenslee.com -- STEVENS & LEE. METROPOLITAN STEEL INDUSTRIES, INC., Debtor-in-Possess, represented by CHARLES J. PHILLIPS -- cphillips@leisawitzheller.com -- LEISAWITZ HELLER ABRAMOWITCH PHILLIPS PC. ALLY FINANCIAL, Creditor, represented by REGINA COHEN -- rcohen@lavin-law.com -- LAVIN, O'NEIL, RICCI, CEDRONE & DISIPIO. KENVIL UNITED CORPORATION, Creditor, represented by GARY D. BRESSLER -- gbressler@mdmc-law.com -- MCELROY DEUTSCH MULVANEY CARPENTER LLP. FLASTER/GREENBERG PC, Creditor, represented by WILLIAM J. BURNETT -- william.burnett@flastergreenberg.com -- FLASTER/GREENBERG P.C.. MIDLANTIC ERECTORS, INC., Creditor, represented by DAVID B. SMITH -- dsmith@skhlaw.com -- SMITH KANE LLC, MICHAEL B. DUBIN -- mdubin@sogtlaw.com -- SEMANOFF, ORMSBY, GREENBERG & TORCHIA, LLC, ROBERT E. NIES, ONE BOLAND DRIVE, RONALD L. ISRAEL, LOEB & LOEB & RYAN P. O'CONNOR, ONE BOLAND DRIVE. PREMIER TRAILER LEASING, Creditor, represented by REBECCA MCDOWELL, Saldutti Law Group & ROBERT L. SALDUTTI, SALDUTTI LAW GROUP. FIRST NATIONAL BANK OF PENNSYLVANIA, Creditor, represented by ERIC D. ROSENBERG --- erosenberg@metzlewis.com -- METZ LEWIS BRODMAN MUST O'KEEFE LLC & JOHN R. O'KEEFE -- jokeefe@metzlewis.com -- METZ LEWIS BRODMAN MUST O'KEEFE LLC. FORD MOTOR CREDIT COMPANY, Creditor, represented by HOWARD GERSHMAN, GERSHMAN LAW OFFICES PC. IUOE LOCAL 14-14B BENEFIT PLANS, IUOE LOCAL 15, Creditor, represented by ROBERT P. CURLEY, O'DONOGHUE & O'DONOGHUE. TISHMAN CONSTRUCTION COMPANY, Creditor, represented by SCOTT AARON LEVIN -- slevin@mdmc-law.com -- MCELROY DEUTSCH MULVANEY & CARPENTER LLP. ROBERT H. HOLBER, Trustee, represented by STEVEN D. USDIN -- steven.usdin@flastergreenberg.com -- FLASTER GREENBERG PC & WILLIAM J. BURNETT -- william.burnett@flastergreenberg.com -- FLASTER/GREENBERG P.C.. About Metropolitan Steel Industries Metropolitan Steel Industries Inc. -- http://www.metropolitan-steel.com-- offers construction projects including, new construction to rehabilitation, additions, or repair to existing structures. In addition, the company offers services in the following areas but not limited to metal decking, bridge erection, reinforcing steel, pre-cast concrete, structural & ornamental steel erection. The Company filed for Chapter 7 protection on Aug. 3, 2016 (Bankr. E.D Pa. Case No. 16-15510). Judge Richard E. Fehling presides over the Debtor's case. MONACO MOTEL: Case Summary & 7 Unsecured Creditors -------------------------------------------------- Debtor: Monaco Motel LLC 864 Stateline Ave. South Lake Tahoe, CA 96150 Case No.: 17-21177 Chapter 11 Petition Date: February 26, 2017 Court: United States Bankruptcy Court Eastern District of California (Sacramento) Judge: Hon. Michael S. McManus Debtor's Counsel: Robert P. Huckaby, Esq. ROBERT HUCKABY 3330 Lake Tahoe Blvd #10 South Lake Tahoe, CA 96150 Tel: (530) 544-4697 E-mail: bobhuckaby@aol.com Total Assets: $811,095 Total Liabilities: $2.02 million The petition was signed by Syed Chowdaury, managing member. A copy of the Debtor's list of seven unsecured creditors is available for free at http://bankrupt.com/misc/caeb17-21177.pdf NASTY GAL: Culminates Bankruptcy with Sale to Rival --------------------------------------------------- Sarah Chaney, writing for The Wall Street Journal, reported that the rapid rise and fall of Nasty Gal Inc., an online retailer once popular with millennial shoppers and venture capitalists, is culminating in a bankruptcy sale to a rival. According to the report, in less than a decade, the eBay vintage store was transformed to a company that generated $85 million in revenue for the 2014 fiscal year, but the Los Angeles company's swift growth led to stumbles due to leadership turnover and poor communication. The Journal said some employees described the company culture as becoming "toxic," referring to turbulence in recent years including several rounds of layoffs. The turmoil culminated in a November bankruptcy filing, with Nasty Gal preparing to sell its brand name and other intellectual property for $20 million to a rival fashion site, the U.K.’s Boohoo.com, the report said. The Journal pointed out that Nasty Gal's saga serves as a cautionary tale for startups and investors who, in their quest for quick growth, don't always spend their money wisely, retail analysts and former employees say. About Nasty Gal Inc. Nasty Gal Inc. filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 16-24862) on Nov. 9, 2016. The petition was signed by Joe Scirocco, president. The case is assigned to Judge Sheri Bluebond. At the time of filing, the Debtor estimated assets and liabilities at $10 million to $50 million. The Debtor engaged Scott F. Gautier, Esq., at Robins Kaplan LLP, as counsel; Peter J. Solomon Company as its exclusive financial and strategic advisor; and Rust Consulting Omni Bankruptcy as claims, noticing and balloting agent. The Office of the U.S. Trustee on Nov. 18, 2016, appointed five creditors of Nasty Gal Inc. to serve on the official committee of unsecured creditors. The Creditors' Committee tapped B. Riley & Co. as financial advisor, and Gary E. Klausner, Esq., and Todd M. Arnold, Esq., at Levene, Neale, Bender, Yoo & Brill LLP, as counsel. The Office of the U.S. Trustee appointed Wesley H. Avery as Consumer Privacy Ombudsman. NAT'L ASSISTANCE BUREAU: Taps Marcus & Millichap as Realtor ----------------------------------------------------------- National Assistance Bureau, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to hire a real estate agent. The Debtor proposes to hire Marcus & Millichap Real Estate Investment Brokerage Company to market and sell the Hartley Woods Health and Rehabilitation Center, an assisted care living facility in Macon, Georgia. The firm will get a commission of 3% of the gross sales price for the property. Marcus & Millichap assured the Court that it does not represent any interest adverse to the Debtor's bankruptcy estate, and is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Mike Pardoll Marcus & Millichap Real Estate Investment Brokerage Company 405 Eagle Bend Drive Waxhaw, NC 28173 Tel: (704) 443-0600 Fax: (704) 443-0601 About National Assistance Bureau National Assistance Bureau, Inc. sought protection under Chapter 11 of the Bankruptcy Code in the Northern District of Georgia (Atlanta) (Case No. 15-69786) on October 13, 2015. The petition was signed by William R. Hill Sr., president. The Debtor is represented by Theodore N. Stapleton, Esq., at Theodore N. Stapleton, P.C. Lowenstein Sandler, LLP serves as its special counsel. The Debtor estimated assets of $1 million to $10 million and debts of $10 million to $50 million. NATIONAL AIR CARGO: Taps Lippes Mathias as New Legal Counsel ------------------------------------------------------------ National Air Cargo, Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of New York to hire a new legal counsel. The Debtor proposes to hire Lippes Mathias Wexler Friedman LLP to give legal advice regarding the administration of its Chapter 11 case, assist in the preparation of a bankruptcy plan, and provide other legal services. The firm will replace Harter Secrest & Emery LLP. The hourly rates charged by the firm are: Raymond Fink $400 John Mueller $300 Stacey Moar $275 Paralegal $100 - $200 Lippes Mathias is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Raymond L. Fink, Esq. John A. Mueller, Esq. 50 Fountain Plaza, Suite 1700 Buffalo, NY 14202-2216 Phone: (716) 853-5100 Email: rfink@lippes.com jmueller@lippes.com About National Air Cargo National Air Cargo, Inc. -- http://www.nationalaircargo.com/-- is incorporated in the state of New York and operates out of Orchard Park New York. The parent company is incorporated in the state of Florida. National Air Cargo, Inc. provides transportation and logistics solutions to get cargo quickly and safely to wherever it needs to be. The company filed for Chapter 11 bankruptcy protection (Bankr. W.D.N.Y. Case No. 14-12414) on Oct. 17, 2014. The petition was signed by Brian T. Conaway, secretary and VIP of Finance. The Hon. Michael J. Kaplan presides over the case. John A. Mueller, Esq., and Raymond L. Fink, Esq., at Harter Secrest & Emery LLP, serve as the company's bankruptcy counsel. The company estimated its assets and liabilities at $1 million to $10 million. NEW BERN: Weaver Cooke's Bid to Intervene in NER's Appeal Denied ---------------------------------------------------------------- Judge W. Earl Britt of the United States District Court for the Eastern District of North Carolina, Western Division, affirmed the November 25, 2015 order of United States Bankruptcy Judge Stephani W. Humrickhouse and denied as moot the motion filed by Weaver Cooke Construction, LLC, to intervene in the appeal in Case No. 5:15-CV-647-BR. The dispute arose out of a real estate development project, a luxury condominium complex, in New Bern, North Carolina. Weaver Cooke Construction, LLC, served as the project's general contractor. It entered into a purchase order contract with National Reinforcing Systems, Inc. (NRS) to provide materials and equipment for the design of the post-tensioned concrete system for the project. NRS in turn contracted with appellees Robert P. Armstrong, Jr., Summit Design Group, Inc., and Robert Armstrong, Jr., Inc. (collectively "Armstrong") to design that system and to seal drawings of the same. Weaver Cooke entered into a separate contract with National Erectors Rebar, Inc. (NER) to install the system. In March 2009, New Bern Riverfront Development, LLC, the project owner/developer, filed suit in state court against various parties, including Weaver Cooke and NER, based on the allegedly defective construction of the project. In November 2009, New Bern filed a petition for relief under Chapter 11 of the bankruptcy code, and shortly thereafter, the state court action was removed to the district court and transferred to the bankruptcy court. Weaver Cooke filed crossclaims against NER for negligence, contractual indemnity, and breach of express warranty. Subsequently, NER and Weaver Cooke asserted claims against Armstrong, all rooted in Armstrong's allegedly defective design of the post-tensioned system. Armstrong moved for summary judgment on all of those claims. Initially, the bankruptcy court denied Armstrong's motion. In the meantime, NER moved for summary judgment on New Bern's and Weaver Cooke's claims against it. In separate orders, the bankruptcy court denied NER's motions for summary judgment. In May 2015, Armstrong filed a motion to reconsider and to amend the bankruptcy court's order denying its motion for summary judgment and filed an amendment thereto the following day. In November 2015, after a hearing and supplemental briefing, the bankruptcy court granted Armstrong's motion. The court also certified its order as final and recommended, should the order be appealed, that the district court consider the order as final for purposes of certification under Federal Rule of Civil Procedure 54(b). On December 10, 2015, NER and Weaver Cooke filed notices of appeal from that order. On May 3, 2016, Weaver Cooke filed a motion to intervene in NER's appeal. Judge Britt adopted the bankruptcy court's November 25, 2015 recommendation and certified that order as final for purposes of appeal because neither Weaver Cooke nor NER objected to certification of the order as final. The judge then considered NER's and Weaver Cooke's appeals from the November 25 order together, thereby mooting Weaver Cooke's motion to intervene in NER's appeal. As to NER's first argument that the bankruptcy court erred in ruling that NER is responsible for the work of NRS, Judge Britt found that the bankruptcy court's refusal to revisit its earlier ruling regarding NER was not dependent on the conclusion that NER is responsible for NRS's work. Therefore, the judge did not consider NER's first argument. Next, NER maintained that "[New Bern's] and Weaver Cooke's negligence claim[s] should be dismissed because [New Bern] and Weaver Cooke have failed to provide any evidence to establish that [NER] performed any architectural or engineering services as to maintain a discrete form of negligence applicable to architectural or engineering professionals." However, because the bankruptcy court did not make any ruling concerning the sufficiency of the evidence supporting New Bern's and Weaver Cooke's claims against NER, Judge Britt declined to consider NER's second argument. Finally, because the bankruptcy court on reconsideration dismissed the claims against Armstrong, NER argued that the bankruptcy court should likewise have revisited its earlier ruling denying NER's motion for summary judgment and applied the same rationale to dismiss New Bern's and Weaver Cooke's design-related claims against NER. Judge Britt found that the bankruptcy court did not err in refusing to revisit its summary judgment ruling on the claims against NER. A full-text copy of Judge Britt's January 10, 2017 order is available at https://is.gd/4Gm2Az from Leagle.com. The appealed cases are NATIONAL ERECTORS REBAR, INC., Appellant, v. ROBERT ARMSTRONG, JR., SUMMIT DESIGN GROUP, INC., and ROBERT P. ARMSTRONG, JR., Appellees. WEAVER COOKE CONSTRUCTION, LLC, Appellant, v. ROBERT P. ARMSTRONG, JR., SUMMIT DESIGN GROUP, INC., and ROBERT ARMSTRONG, JR., INC., Appellees, Nos. 5:15-CV-647-BR, 5:15-CV-648-BR (E.D.N.C.). National Erectors Rebar, Inc., Appellant, represented by Christopher J. Derrenbacher, Patterson Dilthey LLP, Eric G. Sauls, Patterson Dilthey LLP. Robert Armstrong, Jr., Appellee, represented by Benjamin Smith Chesson -- ben.chesson@nelsonmullins.com –- Nelson Mullins Riley & Scarborough, LLP & Lucian P. Sbarra -- lsbarra@hedrickgardner.com -- Hedrick, Gardner, Kincheloe & Garofalo, LLP. Summit Design Group, Inc., Robert P. Armstrong, Jr., Inc., Appellees, represented by Benjamin Smith Chesson, Nelson Mullins Riley & Scarborough, LLP, Lucian P. Sbarra, Hedrick, Gardner, Kincheloe & Garofalo, LLP & Bridget Villacorta Warren -- bridget.warren@smithmoorelaw.com -- Smith Moore Leatherwood LLP. New Bern Riverfront Development, LLC, Interested Party, represented by Daniel K. Bryson -- dan@wbmllp.com -- Whitfield, Bryson & Mason, LLP, Jeremy Richard Williams -- jeremy@wbmllp.com -- Whitfield, Bryson & Mason, LLP & Matthew E. Lee -- matt@wbmllp.com -- Whitfield, Bryson & Mason, LLP. Weaver Cooke Construction, LLC, Travelers Casualty & Surety Company of America, Interested Parties, represented by C. Hamilton (Hank) Jarrett, III -- hjarrett@cgspllc.com -- Conner Gwyn Schenck PLLC, Douglas P. Jeremiah, Conner Gwyn Schenck PLLC, Joseph P. Gram -- jgram@cgspllc.com -- Conner Gwyn Schenck PLLC, Kelli E. Goss -- kgoss@cgspllc.com -- Conner Gwyn Schenck PLLC, Luke J. Farley -- lfarley@cgspllc.com -- Conner Gwyn Schenck PLLC & Paul E. Davis -- pdavis@cgspllc.com -- Conner Gwyn Schenck PLLC. J. Davis Architects, PLLC, Interested Party, represented by Gregory Wenzl Brown -- gregory@brownlawllp.com -- Brown Law LLP, Jessica Cobaugh Tyndall, McAngus, Goudelock & Courie, LLC & Kristi Lyn Gavalier -- kristi@brownlawllp.com -- Brown Law LLP. Fluhrer Reed, P.A., Interested Party, represented by John M. Nunnally -- jnunnally@rl-law.com -- Ragsdale Liggett PLLC & Melissa Dewey Brumback -- mbrumback@rl-law.com -- Ragsdale Liggett, PLLC. National Reinforcing Systems, Inc., Interested Party, represented by Jeffrey D. Keister, McAngus, Goudelock & Courie, LLC. Carolina Custom Moulding, Inc., Interested Party, represented by Michael P. Hugo, Attorney at Law. Curenton Concrete Works, Inc., Interested Party, represented by Andrew A. Vanore, III, Brown, Crump, Vanore & Tierney, LLP. William H. Dail d/b/a DD Company, Interested Party, represented by Andrew James Santaniello, Clawson & Staubes, PLLC & Robert T. Sawyer, II, Clawson & Staubes, PLLC. East Carolina Masonry, Inc, Interested Party, represented by J. Mark Langdon, Wall Templeton & Haldrup, P.A. & William Walter Rapp, McAngus, Goudlock, & Courie. Gouras, Inc., Interested Party, represented by Jay P. Tobin, Young Moore & Henderson. Hamlin Roofing Company, Inc., Interested Party, represented by Brian J. Schoolman, Safran Law Offices, Brian J. Schoolman, Safran Law Offices. Humphrey Heating & Air Conditioning, Inc., Interested Party, represented by Beth Faleris, Faleris Law Firm, PLLC & Steven C. Lawrence, Anderson, Johnson, Lawrence & Butler, LLP. Performance Fire Protection, LLC, Interested Party, represented by Bryan T. Simpson, Teague, Campbell, Dennis & Gorham, LLP. Randolph Stair and Rail Company, Interested Party, represented by Tracy L. Eggleston, Cozen O'Connor, PC & Patrick M. Aul, Cozen O'Connor, PC. Stock Building Supply, LLC, Interested Party, represented by A. Todd Brown, Hunton & Williams, LLP & Ryan George Rich, Hunton & Williams, L.L.P.. PLF of Sanford, Inc. f/d/b/a Lee Window & Door Company, Interested Party, represented by A. Todd Brown, Hunton & Williams, LLP & Ryan George Rich, Hunton & Williams, L.L.P.. McKim & Creed, PA, Interested Party, represented by Kristina M. Varady, Pharr Law, PLLC & Steve M. Pharr, Pharr Law, PLLC. United Forming, Inc. a/d/b/a United Concrete, Inc., Interested Party, represented by Kristina M. Varady, Pharr Law, PLLC & Steve M. Pharr, Pharr Law, PLLC. Waterproofing Specialties, Inc., Interested Party, represented by Ron D. Medlin, Ennis, Baynard & Morton, P.A.. JMW Concrete Contractors, Interested Party, represented by Robert N. Young, Carruthers & Roth, P.A.. Johnson's Modern Electric Company, Inc., Interested Party, represented by Brian E. Wolfe, Clawson & Staubes, PLLC & Milton Heath Gilbert, Jr., Baucom, Claytor, Benton, Morgan & Wood, PA. 5 Boys, Inc., Interested Party, represented by Jonathan Paul Ward, Pinto Coates Kyre & Bowers, PLLC & Richard Leonard Pinto, Pinto Coates Kyre & Bowers, PLLC. Carlos Garcia, d/b/a C.N.N.C., Interested Party, represented by William Walton Silverman, Robinson & Lawing, LLP. About New Bern Riverfront Development Cary, North Carolina-based New Bern Riverfront Development, LLC, is the developer of SkySail Condominium, consisting of 121 residential condominiums (plus 1 commercial/non-residential unit) located on Middle Street on the waterfront in historic downtown New Bern, North Carolina, and sells the SkySail Condominiums in the ordinary course of business. New Bern Riverfront filed for Chapter 11 bankruptcy protection (Bankr. E.D.N.C. Case No. 09-10340) on Nov. 30, 2009. John A. Northen, Esq., at Northen Blue, LLP, represents the Debtor. The Company disclosed $31,515,040 in assets and $25,676,781 in liabilities as of the Chapter 11 filing. New Bern Riverfront has filed an Amended Plan of Reorganization, which represents a consensual plan negotiated with the Debtor's secured creditor, Wells Fargo Bank, N.A. The Debtor contemplates selling properties. NEWBURY COMMON: Plan Filing Deadline Extended Until March 8 ----------------------------------------------------------- Judge Laurie Selber Silverstein of the U.S. Bankruptcy Court for the District of Delaware extended exclusive periods during which Newbury Common Associates, LLC, and certain of its affiliates alone can file a chapter 11 plan and solicit acceptances to the plan to March 8, 2017 and May 8, 2017, respectively. The Troubled Company Reporter had earlier reported that the Debtors asked the Court for exclusivity extension out of an abundance of caution, in order to continue their negotiations with other large stakeholders and finalize a plan with as much consensus as possible. The Debtors related that since the Court last extended their Exclusive Periods, their management and professional advisors had devoted significant amount of time and effort towards a number of critical matters, which includes, closing of the sales of all of the real estate in their real estate portfolio, except the still uncompleted Residence Inn property, and transitioned the Properties to the respective purchasers. The Debtors contended that after the completion of the contentious and difficult sale process, the Debtors moved to the second phase of the cases and proposed a work plan which set forth the steps the Debtors needed to take in order to negotiate a consensual resolution of their chapter 11 cases. Among other things, the Work Plan contemplates these steps: (1) re-engaging the forensic accounting process; (2) commencing claims review and reconciliation; (3) evaluating potential causes of action; (4) identifying and recording receivable balances; (5) formally deposing John DiMenna, Jr.; (6) identifying working group parties; and (7) holding one or more plan settlement conferences with parties in interest. In furtherance of their goal of developing a consensual chapter 11 plan, the Debtors and their professionals had also expedited an extensive review of potential intercompany claims, and developed and prepared other critical information necessary for parties in interest to evaluate potential plan structures. Among other things, the Debtors had amended their schedules and had convened several settlement conferences with participants from UCF I Trust 1, CPR Money, LLC, Cedar Hill Capital, LLC, and many investors. As a result of these settlement conferences and continuing negotiations with the Debtors' substantial stakeholders, the Debtors had reached a resolution with UCF I Trust 1, one of the largest stakeholders in its cases, regarding the economics and general mechanics of a plan. Additionally, to the extent the Court determines that any Debtor is subject to the "Single Asset Real Estate" provisions of the Bankruptcy Code, the Debtors also requested that the Court further extend the deadline for filing a plan or commencing monthly payments under Section 362(d)(3) to March 8, 2017. About Newbury Common Associates Newbury Common Associates, LLC, et al., comprise a corporate enterprise that owns a diverse portfolio of high quality, distinctive commercial, hospitality and residential properties with an aggregate of approximately 800,000 square feet located primarily in Stamford, Connecticut. On Dec. 13, 2015, Newbury Common Associates, LLC, and 13 affiliates each commenced a voluntary case (Bankr. D. Del. Lead Case No. 15-12507) under chapter 11 of the Bankruptcy Code, and on Dec. 14, Tag Forest LLC commenced a Chapter 11 case (collectively, "Original Debtors"). On Feb. 3, 2016, Newbury Common Member Associates, LLC and 8 affiliates commenced a voluntary case under chapter 11 of the Bankruptcy Code; and then on Feb. 4, 88 Hamilton Avenue Associates, LLC filed a Chapter 11 petition (collectively "Additional Debtors"). The petitions were signed by Marc Beilinson, chief restructuring officer. At the time of the filing, the Debtors estimated assets and liabilities at $100 million to $500 million. Seaboard Realty, LLC, its principals or entities it manages serve as the manager under the operating agreements for each of the Debtors and is owned 50% by John J. DiMenna, Jr., 25% by Thomas L. Kelly, Jr. and 25% by William A. Merritt, Jr. The Original Debtors other than Seaboard Residential, LLC, Tag, and Newbury Common Associates, LLC, are holding companies whose assets are substantially comprised of the equity of the Property Owner Debtors. The Debtors' eight operating property are owned by the "Property Owner Debtors", namely Century Plaza Investor Associates, LLC; Seaboard Hotel Associates, LLC; Seaboard Hotel LTS Associates, LLC; Park Square West Associates, LLC; Clocktower Close Associates, LLC; One Atlantic Investor Associates, LLC; 88 Hamilton Avenue Associates, LLC; 220 Elm Street I, LLC; 300 Main Street Associates, LLC; and Seaboard Residential, LLC. The Original Debtors' chapter 11 cases are being jointly administered pursuant to an order entered Dec. 18, 2015. The Debtors later won approval of a supplemental motion seeking joint administration of the Additional Debtors' Chapter 11 cases with the cases of the Original Debtors for procedural purposes only. As of Jan. 7, 2016, the Debtors had incurred purported aggregate funded secured indebtedness of approximately $177.2 million in principal, including approximately $150.4 million of property-level secured debt and approximately $26.8 million of purported and allegedly unauthorized mezzanine debt. The Debtors are represented by Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor, LLP, and Dechert LLP. They retained Donlin Recano as claims and noticing agent, and Anchin, Block & Anchin as their Forensic Accounting Services Provider. The Office of the U.S. Trustee disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Debtors' cases. NEWLEAD HOLDINGS: TransAsia Obtains Favorable Ruling in Fraud Suit ------------------------------------------------------------------ A New York court has granted London-based commodity trader TransAsia Commodities Ltd. a major victory in its three-year battle seeking damages for breach of contract and fraud against Greek shipping company NewLead Holdings Ltd. Judge Charles Ramos of the Supreme Court of New York County found NewLead and related defendants to be in contempt for multiple failures to comply with demands for evidence. As a consequence, he struck the defendants' responses to the claim and delivered a default judgment. The judgment was rendered at a hearing Jan. 19 and confirmed with the release Wednesday of a signed order. NewLead and other defendants, including former CEO Michael Zolotas, failed to appear and were not represented by counsel. Co-defendant Jan Berkowitz, CEO of a US subsidiary called NewLead JMEG LLC, was the subject of a similar default judgment in December. Motions submitted by TransAsia had sought the Court to impose a constructive trust in the amount of $12 million to cover TransAsia's damages. However, Judge Ramos has referred the issue of compensatory and punitive damages, including "reasonable costs and attorney's fees" to a Special Referee which will make recommendations later. TransAsia's claims arose from contracts it signed with NewLead JMEG in 2013 for the purchase of coal which, according to court documents, NewLead never owned from mines it also did not own. False counterclaims filed by the defendants against TransAsia forced its owner Serge Turko to place his company into administration. The counterclaims were subsequently withdrawn. "Our client's business was devastated by the conduct of these defendants," TransAsia attorney Eric Freed of Cozen O'Connor LLP said on Feb. 23. "We hope that with the entry of these default judgments, this long ordeal will soon be over." According to an amended complaint filed in April last year: "Defendants used public filings and press releases about the offtake coal contracts to entice investors to purchase and drive up the price of NewLead Holdings' shares. They then issued millions of shares of NewLead Holdings stock to themselves as salary and bonuses, and to companies owned by them, their family members, and their close associates, who were disguised as 'consultants' and 'vendors.' Defendants then lined their own pockets by selling the shares at inflated prices to the unsuspecting stock buying public, who relied on the company's deceptive press releases touting their supposedly successful entry into the coal mining business." This complex "pump and dump" scheme was intended initially to retain NewLead's listing on the NASDAQ exchange by meeting listing standards for share price and market capital. Nonetheless, NewLead was forced to de-list in 2014 and its shares currently trade on the OTC Pink market. Michael Zolotas is currently awaiting trial in Cyprus on unrelated charges connected with allegations of bribery against a former governor of the EU nation's central bank. About NewLead Holdings Ltd. NewLead Holdings Ltd. -- http://www.newleadholdings.com/-- is an international, vertically integrated shipping company that owns and manages product tankers and dry bulk vessels. NewLead currently controls 22 vessels, including six double-hull product tankers and 16 dry bulk vessels of which two are newbuildings. NewLead's common shares are traded under the symbol "NEWL" on the NASDAQ Global Select Market. NewLead Holdings reported a net loss attributable to the Company's common shareholders of US$97.1 million on US$27.8 million of revenues for the year ended Dec. 31, 2015, compared to a net loss attributable to Holdings' common shareholders of US$100 million on US$12.07 million of revenues for the year ended Dec. 31, 2014. As of Dec. 31, 2015, NewLead had US$122 million in total assets, US$297 million in total liabilities, and a total shareholders' deficit of US$175 million. EisnerAmper LLP, in New York, New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has incurred a net loss and utilized cash in operating activities for the year ended December 31, 2015 and as of December 31, 2015, has both a working capital deficiency and shareholders' deficit and, in addition, is in default on a significant portion of its outstanding obligations. All such events and conditions raise substantial doubt about the Company's ability to continue as a going concern. NPPF I: Fitch Withdraws 'Csf' Rating on $14MM Class D Debt ---------------------------------------------------------- Fitch Ratings has affirmed the ratings on all classes of Non-Profit Preferred Funding Trust I (NPPF I). The Rating Outlook is Stable. Simultaneously, Fitch has withdrawn the ratings due to policy change. -- $8,405,087 class A-1 senior certificates at 'BBsf'; Outlook Stable; -- $21,416,347 class A-2 senior certificates at 'BBsf'; Outlook Stable; -- $16,500,000 class B senior certificates at 'Bsf'; Outlook Stable; -- $22,000,000 class C mezzanine certificates at 'CCsf'; -- $14,000,000 class D subordinated certificates at 'Csf'. Fitch does not rate class E junior certificates. KEY RATING DRIVERS The transaction has been deleveraging due to amortization and the sale of the underlying assets as well as excess spread diverted to cure the failing class D Coverage Test. Approximately 90.7% of the class A-1 & class A-2 certificates have been paid down to date, resulting in improved credit enhancement (C/E) levels for the rated certificates. Performing collateral comprised $72.2 million as of January 2017 report, including one defeased asset with a $6.5 million balance. There are nine performing assets. Principal cash balance stood at $918,384. In addition, there were four defaulted assets comprising $32.3 million. Excluding defaulted and defeased assets, the average credit quality of the portfolio has declined to 'B-'/'CCC+' from 'B-' at the last review in March 2016. Approximately $42.5 million in notional amount of collateral amortized or was sold since last review. In evaluating the notes, Fitch applied the analytical framework described in the criteria: 'Asset Analysis Criteria for Covered Bonds and CDOs of Public Entities', dated Jan 05, 2017 and 'Global Rating Criteria for CLOs and Corporate CDOs', dated Sept. 9, 2016. The ratings and Outlooks for all classes of certificates reflect the model results from the cash flow model. The Fitch rating for the class A-1 and class A-2 certificates is a notch below the results based on the cash flow model. Fitch did not consider upgrading the certificates at this time due to the uncertainty of future cash flows and the concentrated nature of the portfolio. Fitch does not assign Outlooks to classes rated 'CCCsf' and lower. NPPF I is a Structured Tax-Exempt Pass-Through (STEP) program formed in November 2006 to issue $416.5 million of municipal market data (MMD) index-based senior, mezzanine, and junior certificates. The proceeds of the issuance were invested in a portfolio of municipal debt issued under the 501(c)(3) program. The initial portfolio was selected by Cohen Municipal Capital Management, LLC together with sub-advisors Nonprofit Capital LLC and Shattuck Hammond. In March 2009, Muni Capital Management, LLC took over the management responsibilities for this transaction. DUE DILIGENCE USAGE No third-party due diligence was provided or reviewed in relation to this rating action. OMINTO INC: Reports First Quarter Net Loss of $2.3 Million ---------------------------------------------------------- Ominto, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss attributable to the Company of $2.28 million on $5.87 million of revenue for the three months ended Dec. 31, 2016, compared with a net loss attributable to the Company of $2 million on $5.43 million of revenue for the same period a year ago. As of Dec. 31, 2016, Ominto had $65.84 million in total assets, $44.01 million in total liabilities, $6.62 million in stockholders' equity and $15.19 million in non-controlling interest. During the three months ended Dec. 31, 2016, the Company incurred a loss from continuing operations including non-controlling interest of $2.4 million. The Company has an accumulated deficit for the period from its inception through Dec. 31, 2016, of approximately $61.9 million. The Company's stockholders' deficit of approximately $7.5 million at Sept. 30, 2016, improved to stockholder's equity of approximately $6.6 million at Dec. 31, 2016, as a result of its private placement sale of common stock totaling approximately $2.1 million and its financing of the acquisition of 40.02% interest in Lani Pixels and its investment in 18.75% of the common stock of Quant Systems, Inc., through issuances of its common stock totaling approximately $12.9 million. Ominto had a working capital (defined as current assets less current liabilities) deficit of approximately $12.5 million as of Dec. 31, 2016. However, current liabilities include $21.3 million of deferred subscription fee revenue and $4.6 million of deferred advertising revenue which are amortized over a twelve-month period and represent about $2.2 million of revenue per month. Current assets include deferred costs of $13.4 million which are being amortized over a twelve-month period and represent about $1.1 million of expense per month. Excluding deferred costs from current assets and deferred subscription fee revenue and deferred advertising revenue from current liabilities, the Company had a working capital deficit of approximately $42,000 at Dec. 31, 2016. Total cash and cash equivalents of approximately $11.9 million at Dec. 31, 2016, increased $2.3 million from total cash and cash equivalents of approximately $9.6 million at Sept. 30, 2016. In addition, the Company had restricted cash balances of approximately $2.7 million at Dec. 31, 2016, and approximately $2.0 million at Sept. 30, 2016. The Company's primary sources of liquidity are cash flows from operations and funds raised through debt and/or equity. Its primary liquidity needs are for working capital, capital expenditures and acquisition requirements. A full-text copy of the Form 10-Q is available for free at: https://is.gd/EjA9fV About Ominto Ominto, Inc., was incorporated under the laws of the State of Nevada on June 4, 1999, as Clamshell Enterprises, Inc., which name was changed to MediaNet Group Technologies, Inc. in May 2003, then to DubLi, Inc. on Sept. 25, 2012, and finally to Ominto, Inc. as of July 1, 2015. The DubLi Network was merged into the Company, as its primary business in October 2009. Ominto reported a net loss of $10.30 million on $17.69 million of revenues for the year ended Sept. 30, 2016, compared to a net loss of $11.69 million on $21.28 million of revenues for the year ended Sept. 30, 2015. PACIFIC DRILLING: Reports 2016 Net Loss of $37.2 Million -------------------------------------------------------- Pacific Drilling S.A. filed with the Securities and Exchange Commission its annual report on Form 20-F disclosing a net loss of $37.15 million on $769.5 million of revenues for the year ended Dec. 31, 2016, as compared with net income of $126.2 million on $1.08 billion of revenues for the year ended Dec. 31, 2015. As of Dec. 31, 2016, Pacific Drilling had $5.99 billion in total assets, $3.33 billion in total liabilities and $2.66 billion in total shareholders' equity. "Our liquidity fluctuates depending on a number of factors, including, among others, our revenue efficiency and the timing of accounts receivable collection as well as payments for operating costs and debt repayments. Primary sources of funds for our short-term liquidity needs are expected to be our cash flow generated from operating activities and existing cash, cash equivalents and restricted cash balances. At December 31, 2016, we had $586.0 million of cash and cash equivalents and $40.2 million of restricted cash. On January 20, 2017, in connection with the Sixth Amendments, we paid a total of $133.7 million to our lenders. We do not have additional borrowing capacity under our 2013 Revolving Credit Facility or SSCF, and the RCF Sixth Amendment restricts our ability to incur additional secured debt. "Market conditions in the offshore drilling industry in recent years have led to materially lower levels of spending for offshore exploration and development by our current and potential customers on a global basis while at the same time supply of available high specification drillships has increased, which in turn has negatively affected our revenue, profitability and cash flows. As a result, we are engaged in discussions with all of our stakeholders, including our bank lenders under the 2013 Revolving Credit Facility and the SSCF (the "Lenders") and an ad hoc group of holders of our capital markets indebtedness (the "Ad Hoc Group"), regarding a restructuring of the Company's existing capital structure to be sustainable in the longer term," the Company disclosed in the report. The Company's independent auditors KPMG LLP, in Houston, Texas, expressed substantial doubt about the Company's ability to continue as a going concern in their report on the consolidated financial statements for the year ended Dec. 31, 2016. KPMG noted that the Company expects to be in violation of certain of its financial covenants in the next 12 months. A full-text copy of the Form 20-F is available for free at: https://is.gd/82t20X About Pacific Drilling Based in Luxembourg, Pacific Drilling S.A. (NYSE:PACD) is an international offshore drilling contractor. The Company's primary business is to contract its high-specification rigs, related equipment and work crews, primarily on a day rate basis, to drill wells for its clients. The Company's contract drillships operate in the deepwater regions of the United States, Gulf of Mexico and Nigeria. * * * In October 2016, Moody's Investors Service downgraded Pacific Drilling's Corporate Family Rating to 'Caa3' from 'Caa2' and Probability of Default Rating (PDR) to 'Caa3-PD' from 'Caa2-PD'. "PacDrilling's ratings downgrade reflects our extremely negative view of the offshore drilling sector with no near term signs of improvement. Depressed prices for the offshore drillships offers weak asset coverage for PacDrilling's overall debt. With no material signs of improving contract coverage or utilization for PacDrilling's drillships, cashflow through 2017 will be severely impacted resulting in an unsustainable capital structure," said Sreedhar Kona, Moody's senior analyst. In November 2016, S&P Global Ratings lowered its corporate credit rating on Pacific Drilling S.A. to 'CCC-' from 'CCC+'. "The downgrade reflects our expectation of limited activity in deep- water offshore drilling due to continued low oil prices, and the negative impact on Pacific Drilling's expected cash flows to support high debt levels and upcoming maturities," said S&P Global Ratings credit analyst Michael Tsai. PARAGON OFFSHORE: Committee Taps Paul Weiss as Legal Counsel ------------------------------------------------------------ The official committee of unsecured creditors of Paragon Offshore plc seeks approval from the U.S. Bankruptcy Court in Delaware to hire legal counsel. The committee proposes to hire Paul, Weiss, Rifkind, Wharton & Garrison LLP to give legal advice regarding its duties under the Bankruptcy Code, assist in its consultations with the Debtor, give advice on matters related to any proposed asset sale or bankruptcy plan, and provide other legal services. The hourly rates charged by the firm are: Partners $1,045 - $1,395 Counsel $995 - $1,040 Associates $580 - $970 Paraprofessionals $100 - $335 The firm's attorneys who will have primary responsibility for representing the committee and their hourly rates are: Andrew Rosenberg $1,395 Brian Hermann $1,345 Sam Lovett $970 Kellie Cairns $935 Jeanne John $740 Brian Hermann, Esq., disclosed in a court filing that his firm does not represent any adverse interest in connection with the Debtor's bankruptcy case. In accordance with Appendix B-Guidelines for reviewing fee applications filed by attorneys in larger Chapter 11 cases, Mr. Hermann disclosed that his firm has not agreed to any variations from or alternatives to its customary billing arrangements in connection with its employment. Mr. Hermann also disclosed that Paul Weiss did not represent the committee in the 12 months prior to the bankruptcy filing, and that both expect to develop a prospective budget and staffing plan to comply with the U.S. trustee's requests for additional information. Paul Weiss can be reached through: Brian Hermann, Esq. Paul, Weiss, Rifkind Wharton & Garrison LLP 1285 Avenue of the Americas New York, NY 10019-6064 Tel: 212-373-3000 Fax: 212-757-3990 About Paragon Offshore Paragon Offshore plc -- http://www.paragonoffshore.com/-- is a global provider of offshore drilling rigs. Paragon's operated fleet includes 34 jackups, including two high specification heavy duty/harsh environment jackups, and six floaters (four drillships and two semi-submersibles). Paragon's primary business is contracting its rigs, related equipment and work crews to conduct oil and gas drilling and workover operations for its exploration and production customers on a dayrate basis around the world. Paragon's principal executive offices are located in Houston, Texas. Paragon is a public limited company registered in England and Wales and its ordinary shares have been trading on the over-the-counter markets under the trading symbol "PGNPF" since Dec. 18, 2015. Paragon Offshore Plc, et al., filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10385 to 16-10410) on Feb. 14, 2016, after reaching a deal with lenders on a reorganization plan that would eliminate $1.1 billion in debt. The petitions were signed by Randall D. Stilley as authorized representative. Judge Christopher S. Sontchi is assigned to the cases. The Debtors reported total assets of $2.47 billion and total debt of $2.96 billion as of Sept. 30, 2015. The Debtors engaged Weil, Gotshal & Manges LLP as general counsel, Richards, Layton & Finger, P.A. as local counsel, Lazard Freres & Co. LLC as financial advisor, Alixpartners, LLP, as restructuring advisor, and Kurtzman Carson Consultants as claims and noticing agent. No request has been made for the appointment of a trustee or an examiner in the cases. On Jan. 27, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. Paul, Weiss, Rifkind, Wharton & Garrison LLP serves as main counsel to the Committee and Young Conaway Stargatt & Taylor, LLP acts as co-counsel. PARAGON OFFSHORE: Committee Taps Young Conaway as Co-Counsel ------------------------------------------------------------ The official committee of unsecured creditors of Paragon Offshore plc seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire Young Conaway Stargatt & Taylor, LLP. Young Conaway will serve as co-counsel with Paul, Weiss, Rifkind, Wharton & Garrison LLP, the firm tapped by the committee to be its lead counsel. The firm's attorneys and paralegal who will have primary responsibility for representing the committee and their hourly rates are: Pauline Morgan $890 Joel Waite $890 Jaime Luton Chapman $540 Elizabeth Justison $400 Michael Girello $270 Pauline Morgan, Esq., disclosed in a court filing that her firm does not represent any adverse interest in connection with the Debtor's bankruptcy case. In accordance with Appendix B-Guidelines for reviewing fee applications filed by attorneys in larger Chapter 11 cases, Ms. Morgan disclosed that her firm has not agreed to a variation of its customary billing arrangements in connection with its employment. Ms. Morgan also disclosed that Young Conaway did not represent the committee in the 12 months prior to the bankruptcy filing, and that the committee "has approved or will be approving" a prospective budget and staffing plan for its employment. Young Conaway can be reached through: Pauline K. Morgan, Esq. Young Conaway Stargatt & Taylor, LLP Rodney Square 1000 North King Street Wilmington, DE 19801 Phone: 302-571-6600 Fax: 302-571-1253 About Paragon Offshore Paragon Offshore plc -- http://www.paragonoffshore.com/-- is a global provider of offshore drilling rigs. Paragon's operated fleet includes 34 jackups, including two high specification heavy duty/harsh environment jackups, and six floaters (four drillships and two semi-submersibles). Paragon's primary business is contracting its rigs, related equipment and work crews to conduct oil and gas drilling and workover operations for its exploration and production customers on a dayrate basis around the world. Paragon's principal executive offices are located in Houston, Texas. Paragon is a public limited company registered in England and Wales and its ordinary shares have been trading on the over-the-counter markets under the trading symbol "PGNPF" since Dec. 18, 2015. Paragon Offshore Plc, et al., filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10385 to 16-10410) on Feb. 14, 2016, after reaching a deal with lenders on a reorganization plan that would eliminate $1.1 billion in debt. The petitions were signed by Randall D. Stilley as authorized representative. Judge Christopher S. Sontchi is assigned to the cases. The Debtors reported total assets of $2.47 billion and total debt of $2.96 billion as of Sept. 30, 2015. The Debtors engaged Weil, Gotshal & Manges LLP as general counsel, Richards, Layton & Finger, P.A. as local counsel, Lazard Freres & Co. LLC as financial advisor, Alixpartners, LLP, as restructuring advisor, and Kurtzman Carson Consultants as claims and noticing agent. No request has been made for the appointment of a trustee or an examiner in the cases. On Jan. 27, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. Paul, Weiss, Rifkind, Wharton & Garrison LLP serves as main counsel to the Committee and Young Conaway Stargatt & Taylor, LLP acts as co-counsel. PERFORMANCE SPORTS: Sale Closing Date Extended to Feb. 27 --------------------------------------------------------- Performance Sports Group Ltd., a developer and manufacturer of high performance sports equipment and apparel, on Feb. 22, 2017, disclosed that after consideration and consultation with its professional advisors and Sagard Holdings Inc. and Fairfax Financial Holdings Limited, the Company has agreed to extend the closing date to February 27, 2017 for the sale of substantially all of the assets of the Company and its North American subsidiaries. The terms of the "stalking horse" asset purchase agreement permit the parties to select an alternate closing date from the previously announced closing date of February 23, 2017, and the parties determined to do so in this instance. Closing of the sale transaction remains subject to the receipt of applicable regulatory approvals and the satisfaction or waiver of other customary closing conditions. In anticipation of closing the sale transaction, Performance Sports Group completed a court approved pre-closing corporate reorganization, comprising various steps. These steps included the continuance of certain of its subsidiaries from the Canada Business Corporations Act into the Business Corporations Act (British Columbia) (the "BCBCA"), the amalgamation of the Company with the subsidiaries continued under the BCBCA, as well as the repayment of certain intercompany indebtedness and related transactions. MCTO Bi-Weekly Regulatory Update In addition, the Company is providing a bi-weekly status update in accordance with its obligations under the alternative information guidelines set out in National Policy 12-203 - Cease Trade Orders for Continuous Disclosure Defaults ("NP 12-203"). As previously announced, the Company is subject to a management cease trade order issued by the Ontario Securities Commission, the Company's principal regulator in Canada, in connection with the delayed filing of its Annual Report on Form 10-K, including its annual audited financial statements for the fiscal year ended May 31, 2016 and the related management's discussion and analysis (collectively, the "Annual Filings"), and the Company advises that (i) there have been no material changes to the information relating to the delayed filing of its Annual Filings, (ii) it intends to continue to comply with the alternative information guidelines of NP 12-203; (iii) except as previously disclosed, there are no subsequent specified defaults (actual or anticipated) within the meaning of NP 12-203; and (iv) there is no other material information concerning the Company and its affairs that has not been generally disclosed as of the date of this press release. About Performance Sports Exeter, N.H.-based Performance Sports Group Ltd. (NYSE: PSG)(TSX:PSG) -- http://www.PerformanceSportsGroup.com/-- is a developer and manufacturer of ice hockey, roller hockey, lacrosse, baseball and softball sports equipment, as well as related apparel and soccer apparel. Its products are marketed under the BAUER, MISSION, MAVERIK, CASCADE, INARIA, COMBAT and EASTON brand names and are distributed by sales representatives and independent distributors throughout the world. In addition, the Company distributes its hockey products through its Burlington, Massachusetts and Bloomington, Minnesota Own The Moment Hockey Experience retail stores. On Oct. 31, 2016, Performance Sports Group Ltd. and certain of its affiliates have filed voluntary petitions under Chapter 11 of the Bankruptcy Code in the District of Delaware and commenced proceedings under the Companies' Creditors Arrangement Act in the Ontario Superior Court of Justice. The U.S. Debtors are: BPS US Holdings Inc.; Bauer Hockey, Inc.; Easton Baseball/Softball Inc.; Bauer Hockey Retail Inc.; Bauer Performance Sports Uniforms Inc.; Performance Lacrosse Group Inc.; BPS Diamond Sports Inc.; and PSG Innovation Inc. The Canadian Debtors are: Performance Sports Group Ltd.; KBAU Holdings Canada, Inc.; Bauer Hockey Retail Corp.; Easton Baseball /Softball Corp.; PSG Innovation Corp. Bauer Hockey Corp.; BPS Canada Intermediate Corp.; BPS Diamond Sports Corp.; Bauer Performance Sports Uniforms Corp.; and Performance Lacrosse Group Corp. Ernst & Young Inc., serves as monitor to the Company in the Canadian Proceedings. The Debtors have hired Paul, Weiss, Rifkind, Wharton & Garrison LLP as counsel; Young Conaway Stargatt & Taylor, LLP as co-counsel; Stikeman Elliott LLP as Canadian legal counsel; Centerview LLP as investment banker to the special committee; Alvarez & Marsal North America, LLC, as restructuring advisor; Joele Frank, Wilkinson, Brimmer, Katcher as communications & relations advisor; KPMG LLP as auditors; Ernst & Young LLP as CCAA monitor; and Prime Clerk LLC as notice, claims, solicitation and balloting agent. Andrew R. Vara, Acting U.S. Trustee for Region 3, has appointed three creditors of BPS US Holdings, Inc., parent of Performance Sports, to serve on the official committee of unsecured creditors. The Creditors' Committee retained by Blank Rome LLP as counsel, Cassels Brock & Blackwell LLP as Canadian co-counsel, and Province Inc. as financial advisor. The U.S. Trustee also has appointed a official committee of equity security holders. The equity committee is represented by Natalie D. Ramsey, Esq., and Mark A. Fink, Esq., at Montgomery, McCracken, Walker & Rhoads, LLP; and Robert J. Stark, Esq., Steven B. Levine, Esq., James W. Stoll, Esq., and Andrew M. Carty, Esq., at Brown Rudnick LLP. PERFORMANT BUSINESS: Moody's Cuts Corporate Family Rating to Caa1 ----------------------------------------------------------------- Moody's Investors Service downgraded Performant Business Services, Inc.'s Corporate Family Rating ("CFR") to Caa1, from B3; its Probability of Default rating to Caa2-PD, from Caa1-PD; and its senior secured debt rating to Caa1, from B3. Additionally, Moody's downgraded Performant's Speculative Grade Liquidity rating to SGL-4, from SGL-3. The ratings outlook has been changed to stable, from negative. Downgrades: Issuer: Performant Business Services, Inc. -- Corporate Family Rating, Downgraded to Caa1, from B3 -- Senior Secured Bank Credit Facilities, maturing 2017, 2018, Downgraded to Caa1 (LGD3), from B3 (LGD3) -- Probability of Default Rating, Downgraded to Caa2-PD, from Caa1-PD Speculative Grade Liquidity Rating, Downgraded to SGL-4, from SGL-3 Outlook, Changed to Stable, from Negative RATINGS RATIONALE The downgrade of the CFR to Caa1 from B3 reflects weakening operating performance which increases refinancing risk related to the March 2018 maturity of roughly $50 million of term loan debt. Performant's liquidity will likely be strained over the next year given the unanticipated failure of the Department of Education ("DoE") to renew its contract with Performant and the early 2018 term loan maturity. Moody's expects revenue contributions from the core student loan segment, which recovers monies from defaulted student loans on behalf of the DoE and guaranty agencies, will shrink by about 20% in 2017, given the absence of a renewed DoE contract and shrinking business from guaranty agencies, which since 2010 no longer originate student loans. A modest amount of operating stability will be provided by Performant's remaining businesses, consisting of audit and recovery services for the Centers for Medicaid and Medicare Services ("CMS"), commercial health insurers, and Federal and state taxation bodies. While Moody's expects overall revenues to decline this year by less than 10%, to about $130 million, expenses incurred for ramping up new CMS and IRS contracts awarded in late 2016, as well as the diminishment of high-margin DoE revenues, will cut meaningfully into EBITDA. Given the company's small operating scale, these factors have an outsized impact on absolute profits, and as such Moody's expects debt-to-EBITDA leverage could be as high as 4.5 to 5.0 times upon the March 2018 debt maturity, or more than double where Moody's estimates the measure stood at the end of 2016. However, Performant's net leverage measure is much more favorable than gross leverage, given the company's significant cash balances. Additionally, new CMS and IRS contracts represent near-term stressors, but could be significant profit contributors in later years. The SGL-4 speculative grade liquidity rating reflects a weak liquidity profile. While Performant had $56 million of cash at September 30, 2016, Moody's expects free cash flow in 2017 to be breakeven to minimally positive. The cash balance includes $7.5 million of restricted cash, which at the agent bank's discretion can be used either for debt repayment or for supporting contract ramp-up expenses. Performant's $11 million revolving credit facility (undrawn) expires March 31, 2017. Absent a refinancing, the company is unlikely to have sufficient funds to repay the roughly $50 million term loan at the March 2018 maturity date. The stable ratings outlook reflects Moody's expectation for declining EBITDA and breakeven free cash flow over the next year. A ratings upgrade could occur if Performant's debt is refinanced successfully in 2017 in a manner that results in a sustainable capital structure and if Moody's expects improving cash flow and profitability in 2018. Ratings could be downgraded if the company fails to refinance the term loan in 2017, if liquidity deteriorates, or if Moody's expects that the falloff in student loan revenues will not reverse itself. Performant Business Services, Inc. (Performant), a wholly-owned subsidiary of publicly traded Performant Financial Corporation (PFMT; Nasdaq), is a provider of audit and recovery services for organizations in the public and private sectors. More than two thirds of expected 2017 revenues of $130 million are derived from the recovery and restructuring of defaulted student loans, while fees from healthcare payment collections, primarily on behalf of the CMS, and delinquent-tax collections constitute the balance of revenues. Management and affiliates of private equity investor Parthenon Capital Partners continue to own a substantial stake in Performant, although Parthenon has been divesting its ownership, which currently stands at about 27%. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. PERSISTENCE PARTNERS: Mach MG Seeks Ch. 11 Trustee, Case Dismissal ------------------------------------------------------------------ Mach MG, LLC, asks the U.S. Bankruptcy Court for the District of Connecticut to enter an order directing the appointment of a Chapter 11 Trustee for Persistence Partners IV LLC, or, in the alternative, dismiss the Chapter 11 bankruptcy case. The Motion seeks the appointment of a Chapter 11 Trustee based upon the inherent conflict of interest of the Debtor's current management, or, in the alternative, the dismissal of the Chapter 11 case for lack of good faith. Mach MG is the largest arm's-length Creditor of the Debtor's estate. The Movant asserts that the Chapter 11 Trustee should be appointed to independently control and evaluate the Fee Sharing Agreement Litigation and make any related determination. In the alternative, the Movant seeks for the dismissal of the case due to a bad faith filing based upon the factors set by the Second Circuit in C-TC 9th Avenue Partnership. The Movant is represented by: Craig I. Lifland HALLORAN & SAGE LLP 225 Asylum Street Hartford, CT 06103 Tel.: 860-522-6103 Fax: 860-548-0006 Email: lifland@halloransage.com About Persistence Partners Persistence Partners IV LLC filed Chapter 11 bankruptcy petition (Bankr. Conn. Case No. 16-51161) on August 30, 2016. Joseph P. Beninati signed the petition as manager. Carl T. Gulliver, Esq., at Coan Lewendon Gulliver & Miltenberger LLC serves as the Debtors' counsel. Persistence Partners estimated assets in the range of $10 million to $50 million and estimated debts in the range of $500,000 to $1 million. PHOENIX MANUFACTURING: Has Until July 1 to Confirm Chapter 11 Plan ------------------------------------------------------------------ Judge Eddward P. Ballinger Jr. of the U.S. Bankruptcy Court for the District of Arizona extended the exclusive deadline for Phoenix Manufacturing Partners, LLC and its affiliated Debtors to confirm their Chapter 11 Plan is extended to July 1, 2017. About Phoenix Manufacturing Partners Phoenix Manufacturing Partners LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 16-04898) on May 3, 2016. Its affiliates Joined Alloys, LLC, and DLS Precision Fab, LLC, filed for Chapter 11 protection (Case Nos. 16-06107 and 16-06109) on May 27, 2016. The petitions were signed by Joe Yockey, president & managing member. The cases are jointly administered under Case No. 16-04898 and are assigned to Judge Edward P. Ballinger, Jr. Bradley J. Stevens, Esq., at Jennings, Strouss & Salmon, P.L.C., A Professional Limited Liability Company, serves as the Debtors' bankruptcy counsel. The Debtors hire Joshua P. Hayes of Eide Bailly, LLP as accountants, and Cunningham & Associates as appraiser. DLS Precision Fab, LLC, d/b/a Di-Matrix Precision Manufacturing, employs Donald P. Johnsen, Esq. at Gallagher & Kennedy, P.A. as special counsel. Phoenix Manufacturing estimated assets of less than $50,000 and debts of $10 million to $50 million. Joined Alloys and DLS Precision estimated both assets and liabilities in the range of $1 million to $10 million. No official committee of unsecured creditors has been appointed in the case. PIONEER ROOFING: Burke & Herbert Bank Tries to Block Disclosures OK ------------------------------------------------------------------- Burke & Herbert Bank & Trust Company filed with the U.S. Bankruptcy Court for the Eastern District of Virginia an objection to Pioneer Roofing Systems, Inc.'s amended disclosure statement, referring to the Debtor's plan of reorganization. B&H states and avers that the Disclosure Statement filed by the Debtor does not contain adequate information, fails to provide proper classification of claims and interests, and fails to provide for proper treatment of claims and interests. The Disclosure Statement, B&H says, is defective, in that, it contains incomplete, inadequate and potentially misleading information regarding the Debtor and its business operations, and additionally suffers from material omissions that a typical investor would require in making a reasonable determination regarding the Debtor's proposed Plan. The Disclosure Statement further fails to provide for proper classification of claims and interests. B&H claims that: a. the Disclosure Statement is inaccurate or incomplete with respect to its description and classification of claims asserted by B&H; b. the Disclosure Statement fails to provide adequate information from which B&H can reasonably determine the nature and extent of proposed treatment of its claims under the Plan; c. the Disclosure Statement is further defective because it fails to identify and clarify provisions contained in the Plan for discharge and injunctions that appear to affect rights of creditors (including B&H); d. the Court's orders entered with respect to the Debtor's continued use of cash collateral of B&H provided for replacement liens in the form of liens against the Debtor's vehicle inventory for any diminution in value of collateral as valued at hearing before the Court on Nov. 10, 2015. The order permitting use of cash collateral and providing for replacement liens was entered by the Court on Nov. 24, 2015. The Disclosure Statement fails to identify the granting of replacement liens and fails further to provide for a current value of collateral in order to determine and define rights of B&H as to replacement liens. Again, information is simply lacking to properly identify the rights and interests of B&H, and to define the consequences of those rights as to post- confirmation liens and payments; e. the reorganization budget contains numerous errors which render the Disclosure Statement confusing at best. The Reorganization Budget contains an incorrect and insufficient annual payment amount for ongoing debt service of B&H Class 5 claims as identified in the Disclosure Statement. More importantly, the Reorganization Budget contains provisions for annual debt service of $156,000 per year to B&H for the full five-year term of the Plan notwithstanding that payoff of B&H claims is apparently anticipated by an earlier sale of non-debtor collateral. A copy of the Objection is available at: http://bankrupt.com/misc/vaeb15-13518-194.pdf B&H is represented by: Kevin M. O'Donnell, Esq. Bruce W. Henry, Esq. HENRY & O'DONNELL, P.C. 300 N. Washington Street, Suite 204 Alexandria, Virginia 22314 Tel: (703) 548-2100 Fax: (703) 548-2105 E-mail: kmo@henrylaw.com bwh@henrylaw.com As reported by the Troubled Company Reporter on Feb. 21, 2017, the Debtor filed with the Court an amended disclosure statement explaining its plan of reorganization, wherein Class 6 under the plan consists of general unsecured Allowed Claims against the Estate with the exception of insider claims. The holders of Class 6 claims will be paid with income that remains after the satisfaction of the holders of Allowed Claims in Classes 1 through 5. Class 6 claims will be paid at the rate of at least 5%. About Pioneer Roofing Systems Pioneer Roofing Systems, Inc., a Virginia corporation, sells and installs roofing systems in the Mid-Atlantic Region. Stephen R. Wann, president and 100% shareholder, has operated the Debtor for the last 35 years. The Debtor's office is located at 7211-C Telegraph Square Drive, Lorton, Virginia. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E. D. Va. Case No. 15-13518) on Oct. 8, 2015. The petition was signed by Stephen R. Wann, president. The case is assigned to Judge Brian F. Kenney. At the time of the filing, the Debtor estimated assets of less than $1 million and liabilities of $1 million to $10 million. PLATINUM RESOURCES: CuMoCo Provides Notice of Default ----------------------------------------------------- American CuMo Mining Corporation (MLY)("CuMoCo" or the "Company") on Feb. 24, 2017, disclosed that Platinum Resources International Limited ("PRI") did not contribute the sum of US$10,000,000 as required within 90 days of the effective date of the Limited Liability Agreement of Poly Resources LLC ("Poly") with the Company's wholly-owned subsidiary, Idaho CuMo Mining Corporation ("Idaho CuMo"). As such, Idaho CuMo has provided written notice to PRI of such failure to contribute the US$10,000,000, and as a result, PRI is deemed to have resigned as a member of Poly and has lost its right to earn an interest in Poly, which holds an option to purchase the Calida Mine gold property in Idaho and the right to purchase up to 20% of Idaho CuMo's shares (please refer to the Company's news release of November 21, 2016). Idaho CuMo remains the sole member of Poly. PRI had requested an extension of the due date for the payment of the US$10,000,000 and had also proposed alternative financing terms, but CuMoCo's management and Board of Directors decided not to proceed further with the intended financing transaction with PRI. Instead, the Company has engaged in discussions and negotiations with another third party with a view to entering a strategic financial relationship with such third party. The Company expects to announce such alternative financing transaction shortly. About CuMoCo CuMoCo (otc pink:MLYCF) -- http://www.cumoco.com-- is focused on advancing its CuMo Project towards feasibility and establishing itself as one of the largest and lowest-cost molybdenum producers in the world as well as a significant producer of copper and silver. CuMoCo also intends to advance its newly-acquired Calida Gold Project. Management is continuing to build an even stronger foundation from which to move the Company and its projects forward. PUERTO RICO: Governor Says 5 Years Needed to Fix Budget ------------------------------------------------------- William Selway and Kasia Klimasinska, writing for Bloomberg News, reported that Ricardo Rossello, governor of Puerto Rico, said the island's government needs as long as five years to close a more than $7 billion budget shortfall, saying the deep spending cuts envisioned by the island's federal overseers would deal a devastating blow to an already sputtering economy. According to Bloomberg, the governor's comments, made in an interview in Washington, signal a potential rift with the U.S. oversight board that was given broad power over Puerto Rico's finances after it defaulted on a growing share of its $70 billion of debt. With his administration preparing to submit fiscal plans to the board, he estimated it will take three to five years to erase the government's chronic deficits, compared with the two-year time frame initially proposed by the board, the report related. "You could do it in two years, but the net effect would be a devastating blow on the economy, social unrest and a devastating blow, quite frankly, on revenues," the governor said in the interview, according to Bloomberg. "We're saying, let's get some runway so the public policy we've designed can get executed." Mr. Rossello said the island's negotiations with bondholders won't get underway in earnest until the board backs his fiscal blueprint, which may happen by the middle of March, the report related. If it's approved, the governor said he'll move aggressively to secure a voluntary agreement with creditors to cut what it owes, the report further related. A temporary stay that has sheltered the island from bondholder lawsuits is set to lapse in May, the report said. Since taking office in January, Mr. Rossello has also sought to revisit the debt-restructuring deal that the Puerto Rico Electric Power Authority, the government utility, struck more than a year ago, the report added. REES ASSOCIATES: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Rees Associates, Inc. P.O. Box 831 Des Moines, IA 50304-0831 Case No.: 17-00273 Chapter 11 Petition Date: February 27, 2017 Court: United States Bankruptcy Court Southern District of Iowa (Des Moines) Debtor's Counsel: Jeffrey D Goetz, Esq. BRADSHAW, FOWLER, PROCTOR & FAIRGRAVE PC 801 Grand Ave, Suite 3700 Des Moines, IA 50309-8004 Tel: (515) 246-5817 Fax: (515) 246-5808 Email: goetz.jeffrey@bradshawlaw.com Total Assets: $6.43 million Total Liabilities: $3.58 million The petition was signed by Stephen D. Lundstrom, president. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/iasb17-00273.pdf RENNOVA HEALTH: Effects 1-for-30 Reverse Stock Split ---------------------------------------------------- Rennova Health, Inc. filed an amendment to its Certificate of Incorporation in order to effect a 1-for-30 reverse stock split of the Company's shares of common stock effective on Feb. 22, 2017. As previously announced, on Dec. 22, 2016, the stockholders of the Company approved an amendment to the Company's Certificate of Incorporation to effect a reverse split of all of the Company's shares of common stock at a specific ratio within a range from 1-for-10 to 1-for-30, and granted authorization to the Board of Directors to determine in its discretion the specific ratio and timing of the reverse split prior to Dec. 31, 2017. The Board approved the specific ratio and timing on Feb. 7, 2017. As a result of the reverse stock split, every 30 shares of the Company's pre-reverse split common stock have been combined and reclassified into one share of the Company's common stock. Proportionate voting rights and other rights of common stockholders were not affected by the reverse stock split, other than as a result of the rounding up of fractional shares. Stockholders who would otherwise hold a fractional share of common stock will receive an increase to their common stock as the common stock will be rounded up to a full share. No fractional shares will be issued in connection with the reverse stock split. The reverse stock split became effective at 5:00 pm, Eastern Time, on Feb. 22, 2017, and the Company's common stock continued to trade on the NASDAQ Capital Market on a post-split basis at the open of business on Feb. 23, 2017. The Company's post-reverse split common stock has a new CUSIP number: 759757602, but the par value and other terms of the common stock will not be affected by the reverse stock split. All outstanding preferred shares, stock options, warrants and equity incentive plans immediately prior to the reverse stock split have been appropriately adjusted by dividing the number of shares of common stock into which the preferred shares, stock options, warrants and equity incentive plans are exercisable or convertible by 30 and multiplying the exercise or conversion price by 30, as a result of the reverse stock split. The Company's transfer agent, Computershare Inc., is acting as exchange agent for the reverse stock split and will send instructions to stockholders of record regarding the exchange of certificates for common stock. 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." RESIDENTIAL CAPITAL: Plan Injunction Bars Homeowner's Claims ------------------------------------------------------------ In the case captioned MARILYN LAWRENCE, Appellant, v. RESCAP LIQUIDATING TRUST, Appellee, No. 6-CV-4273 (RA) (S.D.N.Y.), Judge Ronnie Abrams of the United States District Court for the Southern District of New York affirmed the bankruptcy court's May 26, 2016, order which granted ResCap Liquidating Trust's Omnibus Motion to Enforce Injunctive Provisions of Plan and Confirmation Order. On February 16, 2012, Marilyn Lawrence filed a civil action in the Central District of California against one of the debtors, Executive Trustee Services, LLC (ETS), and several other defendants. The California action arose out of the foreclosure of a property owned by Lawrence that was located at 5851 Seventh Avenue, Los Angeles, California. In the complaint, summons, and civil cover sheet, Lawrence provided the Seventh Avenue address as her address. ETS and the other debtors filed for bankruptcy on May 14, 2012. On or before June 4, 2012, Kurtzman Carson Consultants LLC (KCC), the debtors' claims and noticing agent, served a Notice of Chapter 11 Bankruptcy Cases, Meeting of Creditors, and Deadlines on Lawrence by first class mail at the Seventh Avenue address. On July 24, 2012, Lawrence filed an amended complaint in the California action that listed a different address: 5362 West Olympic Boulevard, Apartment 1, Los Angeles, California. Lawrence did not, however, send a notice of change of address to KCC. On or before September 7, 2012, KCC served Lawrence with a Notice of Deadlines for Filing Proofs of Claim by first class mail at the Seventh Avenue address. Lawrence did not file a proof of claim on or before the extended bar date. On December 11, 2013, the Bankruptcy Court confirmed the Second Amended Joint Chapter 11 Plan proposed by Residential Capital, LLC, et al. and the Official Committee of Unsecured Creditors. Proofs of claim that were not timely filed were deemed expunged as of the effective date on December 17, 2013. On June 30, 2015, the Trust wrote to Lawrence at the West Olympic Boulevard address, warning her that if she failed to dismiss her lawsuit against ETS, the Trust would seek a court order requiring her to do so. In August 2015, Lawrence submitted proofs of claim, which were automatically expunged as untimely pursuant to the terms of the Plan. On January 8, 2016, the Trust filed a motion seeking to enforce the injunctive provisions of the Plan against Lawrence and other creditors. Lawrence filed objections to the motion on February 1, 2016, arguing that her claims should not have been released by the Plan because she did not receive any notice of the bar date prior to the Trust's June 30, 2015 letter. On May 26, 2016, the Bankruptcy Court issued an order overruling Lawrence's objections on the merits. Lawrence timely appealed on June 8, 2016. Judge Abrams found no error with the Bankruptcy Court's order. The judge concluded that the notice to Lawrence was legally adequate, as KCC had mailed the commencement notice and the bar date notice to the address that Lawrence herself provided in her complaint, as well as in the accompanying summons and civil cover sheet. A full-text copy of Judge Abrams' January 23, 2017 opinion and order is available at https://is.gd/09oGht from Leagle.com. ResCap Borrower Claims Trust is represented by: Jordan Aaron Wishnew, Esq. Norman S. Rosenbaum, Esq. MORRISON & FOERSTER LLP 250 West 55th Street New York, NY 10019-9601 Tel: (212)468-8000 Fax: (212)468-7900 Email: jwishnew@mofo.com nrosenbaum@mofo.com About Residential Capital Residential Capital LLC, the unprofitable mortgage subsidiary of Ally Financial Inc., filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012. Neither Ally Financial nor Ally Bank is included in the bankruptcy filings. ResCap, one of the country's largest mortgage originators and servicers, was sent to Chapter 11 with 50 subsidiaries amid "continuing industry challenges, rising litigation costs and claims, and regulatory uncertainty," according to a company statement. ResCap disclosed $15.7 billion in assets and $15.3 billion in liabilities at March 31, 2012. Centerview Partners LLC and FTI Consulting are acting as financial advisers to ResCap. Morrison & Foerster LLP is acting as legal adviser to ResCap. Curtis, Mallet-Prevost, Colt & Mosle LLP is the conflicts counsel. Rubenstein Associates, Inc., is the public relations consultants to the Company in the Chapter 11 case. Morrison Cohen LLP is advising ResCap's independent directors. Kurtzman Carson Consultants LLP is the claims and notice agent. Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves as counsel to Ally Financial. ResCap sold most of the businesses for a combined $4.5 billion. The Bankruptcy Court in November 2012 approved ResCap's sale of its mortgage servicing and origination platform assets to Ocwen Loan Servicing, LLC and Walter Investment Management Corporation for $3 billion; and its portfolio of roughly 50,000 whole loans to Berkshire Hathaway for $1.5 billion. Judge Martin Glenn in December 2013 confirmed the Joint Chapter 11 Plan co-proposed by Residential Capital and the Official Committee of Unsecured Creditors. * * * The ResCap Liquidating Trust was established in December 2013 under the Second Amended Joint Chapter 11 Plan of Residential Capital, LLC, et al., to liquidate and distribute assets of the debtors in the ResCap bankruptcy case. The Trust maintains a website at www.rescapliquidatingtrust.com, which Unitholders are urged to consult, where Unitholders may obtain information concerning the Trust, including current developments. ROLLOFFS HAWAII: Trustee Taps Char Sakamoto as Special Counsel -------------------------------------------------------------- The Chapter 11 trustee for Rolloffs Hawaii, LLC seeks approval from the U.S. Bankruptcy Court for the District of Hawaii to hire Char Sakamoto Ishii Lum & Ching as special counsel. The firm will give legal advice and assist the Trustee in terminating the Debtor's 401K plan and other employee benefit plans. Char Sakamoto does not hold or represent any interest adverse to the Debtor's bankruptcy estate, according to court filings. The firm can be reached through: Ronald R. Sakamoto, Esq. Davies Pacific Center 841 Bishop Street, Suite 850 Honolulu, HI 96813 Phone: (808) 522-5133 Fax: (808) 522-5144 About Rolloffs Hawaii Rolloffs Hawaii, LLC, owns and operates a refuse collection and trash disposal business in the State of Hawaii. Rolloffs Hawaii filed a chapter 11 petition (Bankr D. Hawaii Case No. 16-01294) on Dec. 9, 2016. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The Debtor tapped Jerrold K. Guben, Esq. and Jeffrey S. Flores, Esq., at O'Connor Playdon & Guben LLP, as counsel; and Lincoln International LLC as investment banker. On Jan. 17, 2017, the Court appointed Dane S. Field as the Chapter 11 trustee for the Debtor. The Chapter 11 Trustee engaged Klevansky Piper, LLP, as counsel, and KMH LLP as accounting and financial consultant. SABINE PASS: Moody's Assigns Ba1 Rating to $1.35BB Secured Notes ---------------------------------------------------------------- Moody's Investors Service assigned a Ba1 rating to Sabine Pass Liquefaction, LLC's (SPL) new $1.35 billion senior secured notes. Concurrent with this rating assignment, Moody's affirmed SPL's Ba1 rating on its existing $12.3 billion of senior secured bonds. SPL's rating outlook is positive. The net bond proceeds from the offering are expected to fund a portion of SPL's remaining construction and financing costs. Completion of the bond offering will trigger a termination of the remaining commitment under SPL's 2015 bank credit facility that has been used to fund a portion of construction costs. The termination of the credit facility eliminates fairly restrictive conditionality for, among other things, the payment of dividends by SPL to its parent Cheniere Energy Partners, L.P. (CQP: not rated). Dividend restrictions under SPL's remaining financing documents are less restrictive and Moody's expectations is that SPL will make distributions to CQP in each of 2017, 2018 and 2019 after funding remaining construction and financing costs with proceeds from the bond offering and operating cash flow. RATING RATIONALE The Ba1 rating acknowledges SPL's transition to an operating, fully integrated cash flow producing asset with investment grade characteristics. Revenues derived from 20-year contracts with financially sound off-takers are the basis for SPL's credit profile. Contracted revenues are expected to grow meaningfully by 2020 when all five of SPL's trains are operational and generate key financial metrics considered appropriate for an investment grade rating. Milestones achieved to date include the start of commercial operation of SPL's first two trains, the commencement of commissioning activities at a third train and the effectiveness of a Sale and Purchase Agreement with an affiliate of BG Energy Holdings, LTD (BG: not rated), an indirect subsidiary of Royal Dutch Shell Plc (Aa2, negative). Incremental milestones anticipated over the near term include commercial operation of SPL's third train (anticipated during the first quarter) and the effectiveness of SPA's with Korea Gas Corporation (Aa2, stable) and an affiliate of Gas Natural SDG, S.A (Baa2, stable) in the second and third quarters of 2017, respectively. Reaching commercial operations for Train 3 will be a significant milestone as it will provide an additional source of operating cash flow for funding the remaining construction and financing costs through 2019 needed to complete all five trains. SPL's Train 4 is anticipated to achieve commercial operation later in 2017 followed by Train 5 in 2019. The positive outlook reflects anticipated further improvement in SPL's credit profile resulting from continued construction and operational progress at the project. An upgrade to an investment grade rating appears likely should SPL meet key milestones, including commercial operation of Train 3 and continued construction progress on Trains 4 and 5, while demonstrating the ability to successfully manage the numerous transition issues, including fuel procurement, as operations become larger and more complex. The principal methodology used in these ratings was Generic Project Finance Methodology published in December 2010. SANDERS NURSERY: Wants Plan Exclusivity Amid Issues With BFN ------------------------------------------------------------ Sanders Nursery & Distribution Center, Inc. requests the U.S. Bankruptcy Court for the Eastern District of Oklahoma to extend the exclusive period for obtaining acceptance to its plan, from February 27, 2017 to and including April 11, 2017. The Debtor has already filed its chapter 11 Plan of Reorganization and Disclosure Statement on April 1, 2016 and filed its First Amended Chapter 11 Plan of Reorganization and Disclosure Statement on May 23, 2016. Consequently, the Court approve a modified version of the Disclosure Statement, and set a confirmation hearing for August 24, 2016 and establishing related deadlines. The Court established July 22, 2016 as the voting deadline and August 8, 2016 as the deadline for filing objections to confirmation of the Plan. The Debtor relate that all ballots received were cast in favor of the Plan, with the exception of the ballots of BFN Operations, LLC. The BFN Operations' Objection seeks, among other things, authority to propose a competing chapter 11 plan that liquidates the assets of the company. Accordingly, an evidentiary confirmation hearing was scheduled for Feb. 13, 2017, but has been continued to March 28, 2017, in relation to the Debtor's modifications to the Plan. Although the Plan enjoys broad creditor support, including Committee support, and the Debtor is hopeful that its Plan modifications will facilitate a global settlement, however, the Debtor will be prepared to present evidence and argument in support of its modified Plan at the confirmation hearing on March 28 if a settlement is not reached. About Sanders Nursery & Distribution Center Headquartered in Tahlequah, Oklahoma, Sanders Nursery & Distribution Center, Inc., filed for Chapter 11 bankruptcy protection (Bankr. E.D. Okla. Case No. 15-81312) on Dec. 4, 2015. The petition was signed by Burl Berry, vice president. Judge Tom R. Cornish presides over the case. The Debtor estimated its assets and liabilities at $1 million to $10 million at the time of the filing. Brandon Craig Bickle, Esq., at Gable & Gotwals, P.C., serves as the Debtor's bankruptcy counsel. An Official Committee of Unsecured Creditors was appointed in this case by the Office of the United States Trustee on December 29, 2015. The Committee is represented by Mac Finlayson of Eller & Detrich. SCARBOROUGH & HARGETT: Court Denies Approval of Plan Outline ------------------------------------------------------------ The U.S. Bankruptcy Court for the Middle District of North Carolina has denied approval of the amended disclosure statement for Scarborough & Hargett Funeral Home Inc.'s amended plan of reorganization. The Court said that the adequacy of the Amended Disclosure Statement is denied as moot. The Court found and concluded that the adequacy of the Amended Disclosure Statement be denied as the Debtor has been unable to propose a plan of reorganization and confirm the plan within the time limits. As reported by the Troubled Company Reporter on Jan. 10, 2017, the Court previously approved the Debtor's Amended Disclosure Statement for the Debtor's amended plan of reorganization. The Debtor filed with the Court the amended disclosure statement, stating that under the amended plan, general unsecured creditors will receive a distribution of 39.3% of their allowed claims, to be paid through the issuance of a promissory note with quarterly payments distributed over a 60-month period. About Scarborough & Hargett Scarborough & Hargett Funeral Home Inc. is a North Carolina corporation organized in February 1958. However, the first funeral home was started in 1871. In 18888, Joseph Crooms Hargett, the father-in-law, formed a partnership with John Clarence Scarborough, Sr., the son-in-law, as Scarborough and Hargett Undertakers. The company moved to Durham in 1900 and has been providing services to African American families continuously for the past 142 years. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D.N.C. Case No. 16-80220) on March 11, 2016. The petition was signed by J. C. Scarborugh III, president. The Debtor is represented by Florence A. Bowens, Esq. The case is assigned to Judge Catharine R. Aron. The Debtor estimated assets of $50,000 to $100,000 and debts of $1 million to $10 million. 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 Scarborough & Hargett Funeral Home Inc. SEASONS PARTNERS: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Seasons Partners LLC c/o John C Smith 6720 E Camino Principal #203 Tucson, AZ 85715 Case No.: 17-01746 Type of Business: Single Asset Real Estate Chapter 11 Petition Date: February 27, 2017 Court: United States Bankruptcy Court District of Arizona (Tucson) Judge: Hon. Brenda Moody Whinery Debtor's Counsel: John C Smith, Esq. SMITH & SMITH LAW OFFICES, PLLC 6720 E Camino Principal, Ste. 203 Tucson, AZ 85715 Tel: 520-722-1605 Fax: 520-722-9096 E-mail: john@smithandsmithpllc.com Estimated Assets: $10 million to $50 million Estimated Debts: $10 million to $50 million The petition was signed by Christian Pezzuto, manager of Seasons Wetmore LLC. List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Arbitrage Analytics Payables $3,000 Aztec Flooring Claim filed in $38,528 Case 09-24107 Burton J. Kinerk Claim filed in $33,100 Case 09-24107 City of Tucson Claim filed in $5,621 Case 09-24107 Climatec Building Claim filed in $3,273 Technologies Case 09-24107 Cobra Refininshing LLC Claim filed in $875 Case 09-24107 Conix Enterprises, Inc. Payables $16,173 Conix Inc Payables $4,833,552 3915 E. Braodway Blvd. #400 Tucson, AZ 85711 DDG and Associates LLC Claim filed in $13,794 Case 09-24107 Eagle Eye Carpet Cleaning Claim filed in $2,260 Case 09-24107 Jamie G. Lynch Claim filed in $17,366 Case 09-24107 JH Greenberg & Associate Payables $4,068 Keegan Linscott & Kenon Payables $8,780 Kone, Inc. Claim filed in $7,519 Case 09-24107 Pima County AZ $0 Somera Road- Seasons $13,000,000 Seasons Tucson, LLC Apartments 811 E 115 East 34th Street Wetmore, Tucson Attention Ian Ross, AZ Principal New York, NY 10016 The Hunington 2004 Dodge $40 National Bank Ram1500 Vin endingin 3168 Variant Commercial $17,671 Vicky's Cleaning Service Claim filed in $14,195 Case 09-24107 VSS Security Services Claim filed in $10,394 Case 09-24107 SEMLER SCIENTIFIC: Green Park Reports 6.7% Stake as of Feb. 15 -------------------------------------------------------------- In an amended Schedule 13D filed with the Securities and Exchange Commission, these reporting persons disclosed beneficial ownership of shares of common stock of Semler Scientific, Inc. as of Feb. 15, 2017: Shares Percentage Beneficially of Name Owned Shares ---- ------------ ---------- Green Park & Golf Ventures, LLC 341,208 6.7% Green Park & Golf Ventures II, LLC 120,000 2.3% GPG SSF Investment, LLC 217,436 4.2% GPG RM Investment, LLC 120,000 2.3% Clay M. Heighten, M.D. 461,208 9.0% Carl D. Soderstrom 461,208 9.0% Gilbert G. Garcia II 120,000 2.3% The percentage is based upon an aggregate of 5,123,568 shares of the Issuer's common stock outstanding as of Oct. 28, 2016, as reported in the Issuer's Quarterly Report on Form 10-Q filed on Nov. 3, 2016. The amendment was filed by the Reporting Persons to report (i) the purchase on Feb. 15, 2017, of an aggregate of 120,000 shares of the Issuer's common stock and (ii) the purchases between Dec. 4, 2015, and March 17, 2016 of an aggregate of 23,139 shares of the Issuer's common stock. A full-text copy of the regulatory filing is available at: https://is.gd/S6O0jh About Semler Scientific Semler Scientific, Inc., provides diagnostic and testing services to healthcare insurers and physician groups. The Portland, Oregon-based Company develops, manufactures and markets proprietary products and services that assist healthcare providers in evaluating and treating chronic diseases. Semler Scientific reported a net loss attributable to common stockholders of $8.50 million on $7 million of total revenue for the year ended Dec. 31, 2015, compared to a net loss attributable to common stockholders of $4.51 million on $3.63 million of total revenue for the year ended Dec. 31, 2014. As of Sept. 30, 2016, Semler had $2.96 million in total assets, $5.76 million in total liabilities and a total stockholders' deficit of $2.80 million. BDO USA, LLP, in New York, New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has negative working capital, a deficit in stockholders' equity, recurring losses from operations and expects continuing future losses that raise substantial doubt about its ability to continue as a going concern. SIGNAL BAY: Incurs $2.55 Million Net Loss in Fiscal 2016 -------------------------------------------------------- Signal Bay, Inc. filed with the Securities and Exchange Commission its annual report on Form 10-K reporting a net loss of $2.55 million on $560,961 of total revenue for the year ended Sept. 30, 2016, compared with a net loss of $1.45 million on $125,199 of total revenue for the year ended Sept. 30, 2015. As of Sept. 30, 2016, Signal Bay had $2.18 billion in total assets, $2.59 billion in total liabilities and a total deficit of $407,001. The Company had cash on hand of $57,486 as of Sept. 30, 2016, current assets of $131,969 and current liabilities of $1,716,246 creating a working capital deficit of $1,584,277. Current assets consisted of cash totaling $57,486, accounts receivable of $9,483 other current assets of $40,000 and note receivable of $25,000. Current liabilities consisted of accounts payable and accrued liabilities of $245,816, convertible notes payable net of discounts of $257,605, interest payable of $27,197, derivative liabilities of $775,246, current portions of notes payable of $77,375 and current portions of related party payables of $333,007. The Company used $276,953 of cash in operating activities which consisted of a net loss of $2,552,090, non-cash losses of 2,005,554 and changes in working capital of $269,583. Net cash used in investing activities total $29,396 during the year ended Sept. 30, 2016. The Company acquired net cash of $9,055 in acquisitions, paid $13,451 for the purchase of equipment and issued a note receivable for $25,000. During the year ended Sept. 30, 2016, the Company generated cash of $337,869 from financing activities. The Company received $48,000 of cash from the sale of series D preferred stock, $349,640 in cash from convertible notes payable, net advances from loans payable of $1,725 and made net repayments on related party notes payable of $61,496. MaloneBailey, LLP, in Houston, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended Sept. 30, 2016, citing that the Company has negative working capital, recurring losses from operations and likely needs financing in order to meet its financial obligations. These conditions raise significant doubt about the Company's ability to continue as a going concern. A full-text copy of the Form 10-K is available for free at: https://is.gd/gGQ4Cd About Signal Bay Signal Bay, Inc. (OTCQB: SGBY) provides advisory, management and analytical testing services to the emerging legalized cannabis industry. SOTERA WIRELESS: Seeks Plan Filing Extension Amid Masimo Dispute ---------------------------------------------------------------- Sotera Wireless, Inc. and Sotera Research, Inc., asks the U.S. Bankruptcy Court for the Southern District of California to extend the time period during which the Debtors have the exclusive right to file and solicit acceptances of a Chapter 11 plan for 45 days, or through and including May 13, 2017. The Debtors submit that they have already filed their Chapter 11 Plan of Reorganization and a confirmation hearing has already been tentatively set for April 13, 2017. While the Debtors have pursued confirmation in good faith and without delay, an extension is necessary due to the complexities and unresolved nature of the claim asserted by Masimo Corporation, which must be resolved prior to the confirmation of the Plan The Debtors relate that Masimo filed an action in the Superior Court of the State of California, County of Orange (Case No. 30-2013-00649172-CU-IP-CJC) against Wireless, a current employee of Wireless, and a former employee of Wireless based on allegations that the individual defendants misappropriated trade secrets of Masimo and shared them with Sotera to Sotera's benefit. The Debtors further relate that on January 12, 2017, the Court directed Masimo and Wireless to continue conducting discovery on Masimo's claims. Masimo has filed a proof of claim in the amount of $15,500,000 based on its allegations of trade secret misappropriation, which has been objected to by Sotera. Accordingly, the Court scheduled a claim resolution trial on the Masimo's Claim for April 3-12, 2017. The Court has also requested that the parties submit additional briefing on two issues relating to the nature and scope of the Masimo's Claim and set a hearing on such issues for March 17, 2017. As such, the Debtors believe that a resolution of the Masimo Claim would be necessary prior to confirmation of the Plan in order to secure the due process rights of all parties and to accommodate the Debtors' limited funding for continued operations. The Debtors add that the prospect of competing third-party plans at this juncture would serve only to distract parties, fragment the confirmation process, and waste resources both of parties and of the Court. About Sotera Wireless Sotera Wireless, Inc., and Sotera Research, Inc., filed chapter 11 petitions (Bankr. S.D. Cal. Case Nos. 16-05968 and 16-05969) on Sept. 30, 2016. The cases are assigned to Judge Laura S. Taylor. The Debtors are represented by Victor A. Vilaplana, Esq. and Marshall J. Hogan, Esq., at Foley & Lardner LLP. The Debtors employed Robert L. Eisenbach III, Esq. and J. Michael Kelly, Esq. at Cooley LLP as their special counsel. The Debtors also tapped Peter Schwab and Piper Jaffray & Co. as their investment banker; Jodi L. Smith of Ernst & Young, LLP as auditor. At the time of the filing, Sotera Wireless estimated assets and liabilities at $10 million to $50 million, while Sotera Research estimated assets at $1 million to $10 million and liabilities at $10 million to $50 million. On October 20, 2016, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The committee members are: (1) ZhongHuan Hi-Tech Corp.; (2) Nortech Systems, Inc. NW; and (3) Custom Converting, Inc. Christopher V. Hawkins, Esq. at Sullivan Hill Lewin Rez & Engel, APLC serves as the committee's legal counsel. On October 20, 2016, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. Sullivan Hill Lewin Rez & Engel, APLC serves as the committee's legal counsel. SPIN CITY EC: Bruce Fuerbringer to Continue to Manage Company ------------------------------------------------------------- Spin City EC, LLC, filed with the U.S. Bankruptcy Court for the Western District of Wisconsin a first amended disclosure statement dated Feb. 20, 2017, referring to the Debtor's plan of reorganization filed on Jan. 13, 2017. Under the Plan, the claim of equity interest holder Bruce Fuerbringer is impaired. He will continue to manage the Debtor without compensation exceeding $1,000 per month. Mr. Fuerbringer has not been paid any remuneration in the past, and he will not do so in the future unless and until all operating expenses, including administrative expenses are paid. Current revenues from continuing laundromat operations will be the source of payments. The First Amended Disclosure Statement is available at: http://bankrupt.com/misc/wiwb16-13179-42.pdf As reported by the Troubled Company Reporter on Jan. 30, 2017, the Debtor filed with the Court a plan to exit Chapter 11 protection, wherein general unsecured creditors would receive a distribution of 0% of their claims. The claim of Royal Credit Union, the only secured creditor of Spin City EC, is classified in Class 1. As of Jan. 24, all obligations to RCU are current and the company anticipates paying RCU as agreed. About Spin City EC Headquartered in Eau Claire, Wisconsin, Spin City EC L.L.C. is a single member limited liability company which was organized in the State of Wisconsin in 2010. It operates a one location laundromat at 2703 Birch Street, Eau Claire, Wisconsin. The Debtor's assets consist primarily of 7-8 year old commercial washers, dryers, and related laundromat equipment with a current value of $80,600, based upon 2016 City of Eau Claire personal property assessments. The Debtor operates in a shopping center strip mall. The Debtor purchased its equipment from Dexter Financial of Cedar Rapids, Iowa, after Dexter had repossessed the equipment from another laundromat, Clear Water Eau Claire, LLC, which operated a laundromat at the same location from 2007-2010. Clear Water is a defunct and was administratively dissolved by the State of Wisconsin in 2011. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. W.D. Wis. Case No. 16-13179) on Sept. 15, 2016, disclosing under $1 million in both assets and liabilities. Erwin H. Steiner, Esq., at Otto & Steiner Law, S.C., serves as the Debtor's bankruptcy counsel. The Debtor filed its Chapter 11 plan of reorganization on Jan. 13, 2017. SPRINGLEAF FUNDING 2015-A: DBRS Confirms BB Rating on Class D Debt ------------------------------------------------------------------ DBRS, Inc. confirmed eight classes of two outstanding public ratings. The rating actions are based on the current credit enhancement levels being sufficient to cover DBRS's expected losses at their current respective rating levels. The ratings are based on DBRS's review of the following analytical considerations: -- Transaction capital structure, proposed ratings and form and sufficiency of available credit enhancement. -- The transaction parties' capabilities with regard to origination, underwriting and servicing. -- The credit quality of the collateral pool and historical performance. The affected ratings are: Debt Rated Rating Action Rating Springleaf Funding Trust 2015-A Class A Confirmed Aa(sf) Class B Confirmed A(sf) Class C Confirmed BBB(sf) Class D Confirmed BB(sf) Springleaf Funding Trust 2015-B Class A Confirmed AA(sf) Class B Confirmed A(sf) Class C Confirmed BBB(sf) Class D Confirmed BB(sf) STEREOTAXIS INC: DAFNA Capital Holds 6.27% Stake as of Feb. 9 ------------------------------------------------------------- In a regulatory filing with the Securities and Exchange Commission, DAFNA Capital Management, LLC, Dr. Nathan Fischel and Dr. Fariba Ghodsian disclosed that as of Feb. 9, 2017, they beneficially owned 1,372,862 shares of common stock of Stereotaxis, Inc. representing 6.27 percent of the shares outstanding. This amount consists of shares of common stock of Stereotaxis, Inc., held by funds of which DAFNA Capital Management, LLC, is the investment manager and general partner. Dr. Fischel is the chief executive officer of DAFNA, which is the investment manager and general partner of each of the Funds. Dr. Ghodsian is the chief investment officer of DAFNA, which is the investment manager and general partner of each of the Funds. Based on the representations of the Company set forth in the Form 10-Q filed on Nov. 10, 2016, 21,904,128 shares of Common Stock were outstanding as of Oct. 31, 2016. The Funds directly hold an aggregate of 1,372,862 shares of Common Stock. Additionally, the Funds directly hold an aggregate of 8,000 shares of Preferred Stock, initially convertible into an aggregate of 12,307,692 shares of Common Stock, and Warrants representing the right to acquire an aggregate of 13,349,049 shares of Common Stock. The conversion of the Preferred Stock, and exercising of the Warrants are restricted to the extent that, upon such conversion or exercise, the number of shares of Common Stock then beneficially owned by the holder of such securities and its affiliates would exceed 4.99% of the total number of shares of Common Stock then outstanding, subject to increase to 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the conversion of Preferred Shares on not less than 61 day notice as provided in the applicable documents. As mentioned in Item 5 of Amendment No.1 to the Schedule 13D, such notice to increase the Beneficial Ownership Limitation to 9.99% was provided to the company on Jan. 6, 2017. Notice to rescind the decision to increase the Beneficial Ownership Limitation was provided to the company on Feb. 9,2017, before the expiration of the above-mentioned 61-day notice period. A full-text copy of the Schedule 13D/A is available at: https://is.gd/nUXu3x About Stereotaxis Based in St. Louis, Missouri, Stereotaxis, Inc., is a manufacturer and developer of a suite of navigation systems in interventional surgical procedures. The Company's Epoch Solution is used in the treatment of arrhythmias and coronary artery disease. Stereotaxis reported a net loss of $7.35 million on $37.7 million of total revenue for the year ended Dec. 31, 2015, compared to a net loss of $5.20 million on $35.01 million of total revenue for the year ended Dec. 31, 2014. In its report on the Company's consolidated financial statements for the year ended Dec. 31, 2015, Ernst & Young LLP, in St. Louis, Missouri, issued a "going concern" qualification stating that the Company has incurred recurring losses from operations and has a net capital deficiency that raise substantial doubt about the Company's ability to continue as a going concern. STONE ENERGY: Closes Sale of Appalachia Properties -------------------------------------------------- Stone Energy Corporation on Feb. 27, 2017, announced the close of the sale of its Appalachia properties. On February 27, 2017, Stone completed its previously announced disposition of approximately 86,000 net acres in the Appalachian regions of Pennsylvania and West Virginia (collectively, the "Properties") to EQT Corporation, through its wholly owned subsidiary EQT Production Company ("EQT"), for a purchase price of $527 million in cash, subject to customary purchase price adjustments and an upward adjustment to the purchase price of up to $16 million in an amount equal to certain downward adjustments. The sale of the Properties was consummated in accordance with the terms of a purchase and sale agreement, dated February 9, 2017, by and between the Company and EQT (the "EQT PSA"). Under the EQT PSA, the sale of the Properties has an effective date of June 1, 2016. The Company will use a portion of the cash consideration received from the sale of the Properties to fund its cash payment obligations under its Second Amended Joint Prepackaged Plan of Reorganization, dated December 28, 2016 (the "Plan"), that was confirmed on February 15, 2017 by the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division. The Company currently expects the Plan to become effective on February 28, 2017, at which point the Company and its debtor affiliates will emerge from bankruptcy; however, there can be no assurance that the effectiveness of the Plan will occur on such date, or at all. Upon the close of the sale of the Properties to EQT, the purchase and sale agreement (the "Tug Hill PSA") with TH Exploration III, LLC, an affiliate of Tug Hill, Inc. ("Tug Hill"), terminated, and Stone used a portion of the cash consideration received to pay Tug Hill a break-up fee of $10.8 million. Additional Information Stone and its wholly-owned subsidiaries filed their voluntary chapter 11 petitions and the Plan in the U.S. Bankruptcy Court for the Southern District of Texas in Houston on December 14, 2016. Information about the bankruptcy cases can be found at http://dm.epiq11.com/StoneEnergyor by calling +1-888-243-5081 (toll-free in North America) or +1 503-520-4474 (outside of North America). About Stone Energy Stone Energy Corp. is an independent oil and natural gas exploration and production company headquartered in Lafayette, Louisiana with additional offices in New Orleans, Houston and Morgantown, West Virginia. Stone is engaged in the acquisition, exploration, development and production of properties in the Gulf of Mexico and Appalachian basins. Stone Energy had 247 employees as of the bankruptcy filing. Stone Energy Corp. and two affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Case Nos. 16-36390, 16-36391 and 16-36392) on Dec. 14, 2016, to pursue a prepackaged plan of reorganization. Judge Marvin Isgur is assigned to the cases. The Debtors hired Latham & Watkins LLP as general counsel, Porter Hedges LLP as local counsel; Vinson & Elkins LLP as special counsel; Alvarez & Marsal North America, LLC as financial advisor; Lazard Freres & Co. LLC, as investment banker; and Epiq Bankruptcy Solutions, LLC as claims, noticing, solicitation and balloting agent. STONE ENERGY: Completes Financial Restructuring, Exits Chapter 11 ----------------------------------------------------------------- Stone Energy Corporation on Feb. 28, 2017, disclosed that it successfully completed the conditions precedent to emerging from chapter 11 reorganization, and, accordingly, the Company's Second Amended Joint Prepackaged Plan of Reorganization of Stone Energy Corporation and its Debtor Affiliates, dated Dec. 28, 2016, that was confirmed on February 15, 2017 by the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, became effective on Feb. 28, 2017 (the "Effective Date"). Terms used but not defined herein have the meanings ascribed to them in the Plan, which was filed as Exhibit 2.1 to the Company's Current Report on Form 8-K filed on February 15, 2017. Equity Ownership Summary As previously disclosed, under the Plan, pre-petition holders of the Company's unsecured notes are receiving 19.0 million New Common Shares, representing 95% of the New Common Shares. The pre-petition stockholders are receiving 1.0 million New Common Shares, or an equivalent of an approximate 1-for-5.674558 reverse stock split (or 0.176263 New Common Shares for each 1 share of Existing Shares), representing 5% of the New Common Shares. Additionally, the pre-petition stockholders are receiving Warrants to purchase 3,529,412 New Common Shares, or approximately 3.529412 Warrants for each 1 New Common Share. This equates to 0.622009 Warrants for each 1 Existing Share (each based on 5,674,558 Existing Shares issued and outstanding and subject to rounding). The Warrants have an exercise price of $42.04 per share, as the same may be adjusted pursuant to the terms of the Warrants, and a term of four years, unless terminated earlier by their terms upon the consummation of certain business combinations or sale transactions involving the Company. Each of the foregoing common equity percentages in the reorganized Company is subject to dilution from the exercise of the Warrants described above and a management incentive plan ("MIP"). Shares authorized under the MIP include 2,614,379 shares, of which the Company issued no shares on the Effective Date. The authorized shares may be issued under the plan in the future at the discretion of the Company's board of directors. The New Common Shares are scheduled to begin trading on the New York Stock Exchange under the ticker symbol "SGY" at the open of trading hours on March 1, 2017. The Warrants will not be listed on an exchange at this time, but the Company currently expects to list the Warrants on an exchange by the end of March 2017. Liquidity Update Upon emergence from bankruptcy, the Company eliminated approximately $1.2 billion in principal amount of outstanding debt, resulting in remaining debt outstanding of approximately $236.3 million, consisting of $225.0 million of 7.50% senior second lien notes due 2022, and approximately $11.3 million outstanding under a building loan. Further, the Company had (i) no outstanding borrowings and outstanding letters of credit of approximately $12.5 million under its $200 million reserve-based revolving credit facility (the "A&R Credit Facility"), with borrowing base availability thereunder of $150 million until November 1, 2017, (ii) approximately $150 million of cash on hand, and (iii) $75 million of cash held in a restricted account to satisfy near-term plugging and abandonment liabilities, pursuant to the terms of the A&R Credit Facility. Board of Directors Pursuant to the Plan, as of the Effective Date, the terms of the Company's previous board of directors expired and a new board of directors was appointed. The new board of directors consists of seven members including Neal P. Goldman, John "Brad" Juneau, David Rainey, Charles M. Sledge, James M. Trimble, David N. Weinstein and David H. Welch. About Stone Energy Stone Energy Corp. is an independent oil and natural gas exploration and production company headquartered in Lafayette, Louisiana with additional offices in New Orleans, Houston and Morgantown, West Virginia. Stone is engaged in the acquisition, exploration, development and production of properties in the Gulf of Mexico and Appalachian basins. Stone Energy had 247 employees as of the bankruptcy filing. Stone Energy Corp. and two affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Case Nos. 16-36390, 16-36391 and 16-36392) on Dec. 14, 2016, to pursue a prepackaged plan of reorganization. Judge Marvin Isgur is assigned to the cases. The Debtors hired Latham & Watkins LLP as general counsel, Porter Hedges LLP as local counsel; Vinson & Elkins LLP as special counsel; Alvarez & Marsal North America, LLC as financial advisor; Lazard Freres & Co. LLC, as investment banker; and Epiq Bankruptcy Solutions, LLC as claims, noticing, solicitation and balloting agent. STONE ENERGY: Receives Approval to List New Common Stock -------------------------------------------------------- Stone Energy Corporation on Feb. 24, 2017, disclosed that the Company received approval to list its new common stock with the new CUSIP number 861642 403 (the "New Common Shares") on the New York Stock Exchange (the "NYSE") under the same NYSE ticker symbol "SGY" as the existing shares of the Company's issued common stock (the "Existing Shares"), in connection with its anticipated emergence from chapter 11 reorganization in accordance with the Company's Second Amended Joint Prepackaged Plan of Reorganization of Stone Energy Corporation and its Debtor Affiliates, dated December 28, 2016 (the "Plan") that was confirmed on February 15, 2017 by the United States Court for the Southern District of Texas, Houston Division. The Company currently expects the Plan to become effective on February 28, 2017, at which point the Company and its debtor affiliates will emerge from bankruptcy (the "Effective Date"); however, there can be no assurance that the effectiveness of the Plan will occur on such date, or at all. The stockholders of record at the close of business on the Effective Date will be entitled to receive New Common Shares as well as warrants with the CUSIP number 861642 114 (the "Warrants") in accordance with the Plan. All Existing Shares (with the CUSIP number 861642 304) will be cancelled after the close of business on the Effective Date, and the New Common Shares and Warrants will be issued at such time. Assuming emergence on the Effective Date of February 28, 2017, trading in the New Common Shares is expected to commence on March 1, 2017, under the ticker symbol "SGY," which is the same trading symbol used for the Company's common stock previously listed on the NYSE. The Warrants will not be listed on an exchange at this time, but the Company currently expects to list the Warrants on an exchange by the end of March 2017. Because the Company will retain the ticker symbol "SGY" after the Effective Date of the Plan, holders of Existing Shares, and brokers, dealers and agents effecting trades in Existing Shares, and persons who expect to receive New Common Shares or effect trades in New Common Shares, should take note of the anticipated cancellation of the Existing Shares and issuance of New Common Shares, and the two different CUSIP numbers signifying the Existing Shares and the New Common Shares, in trading or taking any other actions in respect of shares of the Company that trade under the "SGY" ticker. Pro Forma Equity Ownership Summary As previously disclosed, under the Plan, assuming emergence on the Effective Date of February 28, 2017, pre-petition holders of the Company's unsecured notes will receive 19.0 million New Common Shares, representing 95% of the New Common Shares. The pre-petition stockholders will receive 1.0 million New Common Shares, or an equivalent of an approximate 1-for-5.674558 reverse stock split (or 0.176263 New Common Shares for each 1 share of Existing Shares), representing 5% of the New Common Shares. Additionally, the pre-petition stockholders will receive Warrants to purchase 3,529,412 New Common Shares, or approximately 3.529412 Warrants for each 1 New Common Share. This would equate to 0.622009 Warrants for each 1 Existing Share (each based on 5,674,558 Existing Shares issued and outstanding and subject to rounding). The Warrants have an exercise price of $42.04 per share, as the same may be adjusted pursuant to the terms of the Warrants, and a term of four years, unless terminated earlier by their terms upon the consummation of certain business combinations or sale transactions involving the Company. Each of the foregoing common equity percentages in the reorganized Company is subject to dilution from the exercise of the Warrants described above and a management incentive plan ("MIP"). Shares authorized under the MIP include 2,614,379 shares, of which the Company expects to issue no shares on the Effective Date. The authorized awards may be awarded in the future at the discretion of the Company's board of directors. The occurrence of the Effective Date is subject to conditions set forth in the Plan, and the Company can make no assurances as to whether the Effective Date will occur on February 28, 2017, or at all. About Stone Energy Stone Energy Corp. is an independent oil and natural gas exploration and production company headquartered in Lafayette, Louisiana with additional offices in New Orleans, Houston and Morgantown, West Virginia. Stone is engaged in the acquisition, exploration, development and production of properties in the Gulf of Mexico and Appalachian basins. Stone Energy had 247 employees as of the bankruptcy filing. Stone Energy Corp. and two affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Case Nos. 16-36390, 16-36391 and 16-36392) on Dec. 14, 2016, to pursue a prepackaged plan of reorganization. Judge Marvin Isgur is assigned to the cases. The Debtors hired Latham & Watkins LLP as general counsel, Porter Hedges LLP as local counsel; Vinson & Elkins LLP as special counsel; Alvarez & Marsal North America, LLC as financial advisor; Lazard Freres & Co. LLC, as investment banker; and Epiq Bankruptcy Solutions, LLC as claims, noticing, solicitation and balloting agent. SUGARMAN'S PLAZA: March 31 Hearing for Trustee Appointment Set -------------------------------------------------------------- AKSD Discount Stores, LLC, tenant of Sugarman's Plaza Limited Partnership, asks Judge Elizabeth S. Stong of the U.S. Bankruptcy Court for the Eastern District of New York to lift the automatic stay imposed in the Chapter 11 case and direct the Debtor to escrow sufficient funds to meet its obligations to keep the property leased in proper repair. In the alternative, the tenant asks the Court to direct the appointment of an operating trustee. The tenant asks the Court to convene a hearing on March 31, 2017, to consider approval of its request. Objections, if any, must be received by no later than March 24. AKSD Discount Stores is represented by: Fred S. Kantrow, Esq. ROSEN, KANTROW & DILLON, PLLC 38 New Street Huntington, NY 11743 Tel: 631 423 8527 Email: Fkantrow@rkdlawfirm.com About Sugarman's Plaza Sugarman's Plaza Limited Partnership operates a business located at 600 Scranton Carbondale Highway, Archbald PA 18403. The premises consist of approximately 455,000 square feet of land (approximately 58.6 acres) containing a store, warehouse, office space and parking lot. The Debtor rents the Premises to various tenants. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 16-42496) on June 7, 2016. The petition was signed by Chaim Laufer, general partner of TSC Associates. The case is assigned to Judge Elizabeth S. Stong. The Debtor is represented by David Carlebach, Esq., at The Carlebach Law Group, as bankruptcy counsel. At the time of the filing, the Debtor estimated its assets and liabilities at $1 million to $10 million. No official committee of unsecured creditors has been appointed in the case. T&T AIR: Case Summary & 6 Unsecured Creditors --------------------------------------------- Debtor: T&T Air, LLC 1076 Newing St. Helena, MT 59601 Case No.: 17-31125 Chapter 11 Petition Date: February 27, 2017 Court: United States Bankruptcy Court Southern District of Texas (Houston) Judge: Hon. Karen K. Brown Debtor's Counsel: David Wayne Julian, Esq. LAW OFFICES OF DONALD L. WYATT, JR. 26418 Oak Ridge Drive The Woodlands, TX 77380 Tel: 281-419-8733 Fax: 281-419-8703 E-mail: david.julian@wyattpc.com - and - Donald L Wyatt, Esq. LAW OFFICES OF DONALD L WYATT JR PC 26418 Oak Ridge Rd The Woodlands, TX 77380 Tel: 281-419-8733 Fax: 281-419-8703 E-mail: don.wyatt@wyattpc.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Justin Smith, manager. A copy of the Debtor's list of six unsecured creditors is available for free at http://bankrupt.com/misc/txsb17-31125.pdf TAR HEEL: Trustee Taps Hire Charles Broadfoot to Manage Tanks ------------------------------------------------------------- The Chapter 11 trustee for Tar Heel Oil II, Inc. and Gambill Oil, LLC has filed an application seeking court approval to hire Charles Broadfoot & Associates, Inc. to manage the underground storage tanks owned by the companies. In his application, John Paul Cournoyer asked the U.S. Bankruptcy Court for the Middle District of North Carolina for approval to hire the firm to conduct environmental audit and monthly inspection of each storage tank, and work with the North Carolina Department of Environmental Quality in connection with the site inspections. CBA will be paid a monthly fee of $208.46 per site, or $4,377 for the 21 sites. Charles Broadfoot, president of CBA, disclosed in a court filing that he and his firm are "disinterested persons" as defined in section 101(14) of the Bankruptcy Code. CBA can be reached through: Charles Broadfoot Charles Broadfoot & Associates, Inc. 1623 Brookside Avenue Fayetteville, NC 28305 Phone: (910) 484-5815 Email: admin@ustcomonline.com About Tar Heel Oil Tar Heel Oil II, Inc. and Gambill Oil, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D.N.C. Lead Case No. 16-50216) on March 4, 2016. The petitions were signed by Arthur H. Lankford, president. The cases are assigned to Judge Benjamin A. Kahn. The Debtors are represented by Charles M. Ivey, III, Esq., at Ivey, McClellan, Gatton, & Siegmund, LLP. Nelson & Company, PA serves as their accountant. Tar Heel Oil disclosed assets of $3.18 million and debts of $6.03 million. Gambill Oil disclosed assets of $986,674 and debts of $3.28 million. On November 4, 2016, the court appointed John Paul Cournoyer as Chapter 11 trustee for the Debtors. The trustee hired John A. Northen, Esq. and Vicki L. Parrott, Esq. as his legal counsel. No official committee of unsecured creditors has been appointed in the case. TOSHIBA CORP: Not Aware of Westinghouse Considering Chapter 11 -------------------------------------------------------------- The American Bankruptcy Institute, citing Makiko Yamazaki of Reuters, reported that Toshiba Corp (6502.T) said it was not aware that its U.S. nuclear unit Westinghouse was considering filing for Chapter 11 protection from creditors -- an option analysts say could jeopardize the entire group. According to Reuters, citing the Nikkei business daily, reported that Toshiba was now looking at a potential Chapter 11 filing as one of several options for Pittsburgh-based Westinghouse, as it grapples with cost overruns at two U.S. projects that are set to result in a $6.3 billion writedown. In theory, such a drastic step could help draw a line under problems in its nuclear business, Reuters said. But analysts and sources with knowledge of the matter say that even under a Chapter 11 filing, Toshiba could still be on the hook for up to $7 billion in potential liabilities as it has guaranteed Westinghouse's contractual commitments -- an arrangement typical for the nuclear industry, the report related. One source familiar with the matter told Reuters there had been discussions within Toshiba on the issue, but there was also a lot of resistance, the report further related. A spokesman for the TVs-to-construction conglomerate said he was unsure how any U.S. bankruptcy filing would affect its Westinghouse contractual commitments, Reuters said. Reuters pointed out that the ill-fated purchase of nuclear construction plant firm CB&I Stone & Webster in late 2015 has plunged Toshiba into crisis, forcing it offer up a majority stake in its prized memory chips business for sale. It has been forced to recognize huge cost overruns at two projects to build the first nuclear reactors in the United States in 30 years, stemming from design changes such as reinforcing the plants to withstand aircraft crashes, the report added. About Toshiba Toshiba Corporation (TYO:6502) -- http://www.toshiba.co.jp/-- is a Japan-based manufacturer involved in five business segments. The Digital Products segment offers cellular phones, hard disc devices, optical disc devices, liquid crystal televisions, camera systems, digital versatile disc (DVD) players and recorders, personal computers (PCs) and business phones, among others. The Electronic Device segment provides general logic integrated circuits (ICs), optical semiconductors, power devices, large- scale integrated (LSI) circuits for image information systems and liquid crystal displays (LCDs), among others. The Social Infrastructure segment offers various generators, power distribution systems, water and sewer systems, transportation systems and station automation systems, among others. The Home Appliance segment offers refrigerators, drying machines, washing machines, cooking utensils, cleaners and lighting equipment. The Others segment leases and sells real estate. As reported in the Troubled Company Reporter-Asia Pacific on Dec. 30, 2016, Moody's Japan K.K. downgraded Toshiba Corporation's corporate family rating (CFR) and senior unsecured rating to Caa1 from B3. Moody's has also downgraded Toshiba's subordinated debt rating to Ca from Caa3, and affirmed its commercial paper rating of Not Prime. At the same time, Moody's has placed Toshiba's Caa1 CFR and long-term senior unsecured bond rating, as well as its Ca subordinated debt rating under review for further downgrade. The TCR-AP reported on Jan. 26, 2017, that S&P Global Ratings said it has lowered its long-term corporate credit rating on Toshiba Corp. to 'CCC+' and its short-term corporate credit and commercial paper program ratings on the company to 'C', all by one notch. All of these ratings remain on CreditWatch with negative implications. S&P also lowered its senior unsecured debt rating on Toshiba two notches to 'B-' from 'B+' and kept the rating on CreditWatch negative. On Dec. 28, 2016, S&P placed the long- and short-term ratings on Toshiba on CreditWatch with negative implications at the same time as lowering the long-term ratings, in response to Toshiba's announcement that it might recognize several JPY100 billion in impairment losses related to goodwill arising from its acquisition of a nuclear power business through U.S.-based Westinghouse Electric Co. LLC, because the goodwill far exceeded the company's initial estimates. TRANSGENOMIC INC: Hires Marcum LLP as New Accountants ----------------------------------------------------- Effective as of Feb. 24, 2017, Transgenomic, Inc., as approved by the Audit Committee of the Board of Directors, engaged Marcum LLP as the Company's independent registered public accounting firm to audit the Company's consolidated financial statements for its fiscal year ended Dec. 31, 2016. During the Company's two most recent fiscal years ended Dec. 31, 2014, and Dec. 31, 2015 and in the subsequent interim period through Feb. 24, 2017, neither the Company nor anyone on its behalf consulted Marcum regarding either: (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's financial statements, in connection with which either a written report or oral advice was provided to the Company that Marcum concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement or reportable event as defined in Regulation S-K, Item 304(a)(1)(iv) and Item 304(a)(1)(v), respectively, according to a Form 8-K report filed with the Securities and Exchange Commission. About Transgenomic Transgenomic, Inc. -- http://www.transgenomic.com/-- is a global biotechnology company advancing personalized medicine in cardiology, oncology, and inherited diseases through its proprietary molecular technologies and world-class clinical and research services. The Company is a global leader in cardiac genetic testing with a family of innovative products, including its C-GAAP test, designed to detect gene mutations which indicate cardiac disorders, or which can lead to serious adverse events. Transgenomic has three complementary business divisions: Transgenomic Clinical Laboratories, which specializes in molecular diagnostics for cardiology, oncology, neurology, and mitochondrial disorders; Transgenomic Pharmacogenomic Services, a contract research laboratory that specializes in supporting all phases of pre-clinical and clinical trials for oncology drugs in development; and Transgenomic Diagnostic Tools, which produces equipment, reagents, and other consumables that empower clinical and research applications in molecular testing and cytogenetics. Transgenomic believes there is significant opportunity for continued growth across all three businesses by leveraging their synergistic capabilities, technologies, and expertise. The Company actively develops and acquires new technology and other intellectual property that strengthens its leadership in personalized medicine. Transgenomic reported a net loss available to common stockholders of $34.3 million on $1.65 million of net sales for the year ended Dec. 31, 2015, compared to a net loss available to common stockholders of $15.08 million on $1.24 million of net sales for the year ended Dec. 31, 2014. As of Sept. 30, 2016, Transgenomic had $2.07 million in total assets, $19.90 million in total liabilities and a total stockholders' deficit of $17.82 million. TRIANGLE USA: NGP Triangle Opposes Plan Disclosures --------------------------------------------------- NGP Natural Resources X, L.P., and NGP Triangle Holdings, LLC, filed with the U.S. Bankruptcy Court for the District of Delaware an objection to Triangle USA Petroleum Corp. and its affiliated debtors' second amended joint chapter 11 plan of reorganization. NGP Triangle is the single largest creditor of Triangle Petroleum Corporation, a non-Debtor holding company that owns 100% of the equity interests in Debtor Triangle USA, holding a convertible promissory note with an unpaid principal balance of approximately $149 million. Additionally, NGP and NGP Natural Resources X Parallel Fund, L.P., an affiliate of the NGP Parties, hold 3,007,623 and 437,742 shares, respectively, in TPC common stock. NGP Triangle is also a creditor of TUSA, having filed a claim in these chapter 11 cases for damages relating to the causes of action asserted in the Chancery Court Litigation. As a shareholder and the largest creditor of TPC, the NGP Parties have been working closely with the Special Committee of the Board of Directors for TPC to address issues and concerns that are common to both TPC and the NGP Parties regarding the proposed Plan. These issues relate to, among other things, (i) the proposed injunction contained in Section 9.09 of the Plan, (ii) the scope of the releases contained in Sections 9.04 and 9.05 of the Plan, (iii) the proposed cancellation of TPC's shares in TUSA without any distribution to TPC on account of its equity interest and related valuation issues, (iv) the procedures under the Plan relating to the Specified Caliber Contracts in light of the requirements of Section 365 of the U.S. Bankruptcy Code, and (v) the Debtors' failure to negotiate an acceptable sublease with TPC or otherwise address their intentions with respect to their corporate headquarters space in Denver, Colorado (TPC is the lessee under the underlying lease). These issues remain unresolved as of the filing of the Objection. TPC and the NGP Parties have reached out to the Debtors in an effort to resolve their concerns with regards to the Plan, but, as of the filing of this Objection, the issues and objections set forth herein remain outstanding. The NGP Parties are continuing to receive and evaluate information relating to the issues. A copy of the Objection is available at: http://bankrupt.com/misc/deb16-11566-759.pdf As reported by the Troubled Company Reporter on Jan. 20, 2017, the Debtors filed with the Court their second amended disclosure statement with respect to their second amended joint Chapter 11 plan of reorganization, wherein Class 4, Ranger Fabrication, LLC General Unsecured Claims, is impaired under the Plan. The estimated recovery of the Class 4 Holders is 33%. Distributions under the Plan, and the Reorganized Debtors' future operations, will be funded in part by (a) a new senior secured, reserve-based Exit Facility, with an Â anticipated initial borrowing base of $250 million and (b) a new-money Rights Offering, through which Eligible Holders of TUSA General Unsecured Claims may subscribe for the purchase of up to approximately $180 Million of Rights Offering Securities. Certain members of the Ad Hoc Noteholder Group have agreed to backstop $150 million of the Rights Offering. 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. VANGUARD HEALTHCARE: Court Moves Solicitation Period to March 31 ---------------------------------------------------------------- Judge Randal S. Mashburn of the U.S. Bankruptcy Court for the Middle District of Tennessee extended the period for Vanguard Healthcare, LLC, and its affiliated debtors to seek acceptances of the Plan to March 31, 2017. The Troubled Company Reporter had earlier reported that the Debtors asked the Court to extend their exclusive period for soliciting acceptances to their Joint Plan of Reorganization that was filed on November 30, 2017 along with a Disclosure Statement. The hearing on the approval of the Disclosure Statement has been set for Jan. 31, 2017. The Debtors contended that they had been negotiating with the Official Committee of Unsecured Creditors and Healthcare Financial Solutions regarding the Debtors' Plan but need additional time to complete approval of the Disclosure Statement and balloting. About Vanguard Healthcare Vanguard is a long-term care provider headquartered in Brentwood, Tennessee, providing rehabilitation and skilled nursing services at 14 facilities in four states (Florida, Mississippi, Tennessee and West Virginia). Vanguard Healthcare, LLC, and 17 of its subsidiaries each filed a Chapter 11 bankruptcy petition (Bankr. M.D Tenn. Lead Case No. 16-03296) on May 6, 2016. The petitions were signed by William D. Orand, the CEO. The cases are assigned to Judge Randal S. Mashburn. Vanguard estimated assets in the range of $100 million to $500 million and liabilities of up to $100 million. The Debtors hired Bradley Arant Boult Cummings LLP as counsel and BMC Group as noticing agent. The U.S. Trustee for Region appointed seven creditors of Vanguard Healthcare to serve on an official committee of unsecured creditors. The committee members are Kindred Nursing Centers East, L.L.C., Medline Industries, Inc., Healthcare Services Group, Inc., Kirk F. Hebert, Signature Healthcare, LLC, et al., Express Courier, and Rezult Group, Inc. VANGUARD NATURAL: Unsecured Creditors' Recovery Unknown Under Plan ------------------------------------------------------------------- Vanguard Natural Resources, LLC, and its wholly owned subsidiaries filed with the U.S. Bankruptcy Court for the Southern District of Texas a disclosure statement relating to the Debtors' joint plan of reorganization dated Feb. 25, 2017. The Debtors, the ad hoc group of senior noteholders, and the ad hoc group of second lien noteholders support the Plan. The Plan provides for the reorganization of the Debtors as a going concern and will significantly reduce long-term debt and annual interest payments of the Reorganized Debtors, resulting in a stronger, de-levered balance sheet for the Debtors. Specifically, the Plan provides for: (a) a $127.875 million rights offering, pursuant to which the holders of senior notes claims are entitled to purchase equity in reorganized VNR and a $127.875 million equity investment, pursuant to which the commitment parties will purchase equity in Reorganized VNR; (b) a fully committed $19.25 million equity investment from the Second Lien Investors for shares of Reorganized VNR Common Stock equal to 4.3% of the aggregate Reorganized VNR Common Stock as of the Effective Date and subject to dilution as set forth in the Plan; (c) a recovery for the Electing Lenders consisting of the $275 million Electing Lender Payment Amount for those Lenders that participate in the Exit Revolving Loans and the Exit Term Loans for Non-Electing Lenders; and (d) the issuance of new notes to Holders of Allowed Second Lien Notes Claims in an aggregate principal amount of approximately $78.075 million, plus accrued and unpaid postpetition interest through the Effective Date. The Plan also provides that holders of Senior Notes Claims will receive a recovery consisting of a pro rata distribution of a number of shares of Reorganized VNR Common Stock equal to 97% of the aggregate Reorganized VNR Common Stock as of the Effective Date and subject to dilution as set forth in the Plan and the opportunity to participate in the 1145 Rights Offering in accordance with the Plan and the 1145 Rights Offering Procedures. Class 6 General Unsecured Claims are impaired by the Plan. Holders of allowed General Unsecured Claims will receive their pro rata share of the Reorganized VNR Common Stock. Each holder of an Allowed General Unsecured Claim will have the right to elect to receive, in lieu of any portion of the General Unsecured Equity Distribution, cash from the general unsecured cash distribution pool. The General Unsecured Cash Distribution Pool will consist of cash to be used for payments on account of General Unsecured Claims in accordance with the Plan. On the Effective Date, the Reorganized Debtors will enter into the Exit Facility. The Exit Facility will comprise the Exit Revolving Loans and the Exit Term Loans, each consistent with the Exit Facility Term Sheet and on such terms as set forth in the Exit Facility Documents that will be included in the plan supplement. The Exit Facility will be sufficient to fund the Debtors' post-emergence operations. On the Effective Date, the Reorganized Debtors will issue the New Second Lien Notes, in accordance with the terms and conditions of the New Second Lien Notes Documents. The New Second Lien Notes will be senior secured second lien notes due 2024 in an aggregate principal amount of approximately $78.075 million, plus accrued and unpaid postpetition interest through the Effective Date, and will be issued pursuant to the New Second Lien Notes Indenture. The New Second Lien Notes Documents will be included in the Plan Supplement. On the Effective Date, the Consenting Second Lien Noteholders will purchase the Second Lien Investment Equity from Reorganized VNR, in accordance with the terms and conditions of the Second Lien Investment Agreement. The Disclosure Statement is available at: http://bankrupt.com/misc/txsb17-30560-216.pdf About Vanguard Natural Resources Vanguard Natural Resources, LLC -- http://www.vnrllc.com/-- is a publicly traded limited liability company focused on the acquisition, production and development of oil and natural gas properties. Vanguard's assets consist primarily of producing and non-producing oil and natural gas reserves located in the Green River Basin in Wyoming, the Permian Basin in West Texas and New Mexico, the Gulf Coast Basin in Texas, Louisiana, Mississippi and Alabama, the Anadarko Basin in Oklahoma and North Texas, the Piceance Basin in Colorado, the Big Horn Basin in Wyoming and Montana, the Arkoma Basin in Arkansas and Oklahoma, the Williston Basin in North Dakota and Montana, the Wind River Basin in Wyoming, and the Powder River Basin in Wyoming. As of Sept. 30, 2016, Vanguard had $1.54 billion in total assets, $2.28 billion in total liabilities and a total members' deficit of $736.8 million. Vanguard Natural Resources, LLC, and certain subsidiaries filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of Texas on Feb. 2, 2017. The Chapter 11 Cases are being administered under the caption In re Vanguard Natural Resources, et al. Case No. 17-30560. The Chapter 11 cases are assigned to Hon. Judge Marvin Isgur. The Debtors listed total assets of $1.54 billion and total debts of $2.3 billion as of Feb. 1, 2017. Paul Hastings LLP is serving as legal counsel and Evercore Partners is acting as financial advisor to Vanguard. Opportune LLP is the Company's restructuring advisor. Prime Clerk LLC is serving as claims and noticing agent. Judy R. Robbins, the U.S. Trustee for Region 7, on Feb. 14 appointed three creditors to serve on the official committee of unsecured creditors appointed in the Chapter 11 case of Vanguard Natural Resources, LLC. WALTERS ENTERPRISE: Involuntary Chapter 11 Case Summary ------------------------------------------------------- Alleged Debtor: Walters Enterprise, Inc. 12700 Hillcrest Road, Suite 143 Dallas, TX 75230 Case Number: 17-30663 Involuntary Chapter 11 Petition Date: February 24, 2017 Court: United States Bankruptcy Court Northern District of Texas (Dallas) Judge: Hon. Barbara J. Houser Petitioners' Counsel: Emil Lippe, Jr., Esq. LIPPE & ASSOCIATES Park Central I 7616 LBJ Freeway, Suite 500 Dallas, TX 75251-1101 Tel: (214) 855-1850 Fax: (214) 720-6074 E-mail: texaslaw@airmail.net emil@texaslaw.com Alleged creditors who signed the involuntary petition: Petitioners Nature of Claim Claim Amount ----------- --------------- ------------ Lynwood Walters & Money Loaned $31,232 Nancy Walters 7520 Yellowstone Drive Beaumont TX 77713 Elizabeth Schrupp Services rendered $28,860 6223 Lavendale Dallas, TX 75230 Denise Martinez Services rendered $796 1729 Jocyle Street Arlington, TX 76010 Albin Roach $96,127 5665 N. Dallas Pkwy Ste 200 Frisco, TX 75034 Cook Parker, PLLC, CPA Accounting $8,290 PO Box 7343 Services Beaumont, TX 77726-7343 Rendered WEST SEATTLE LODGE: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: West Seattle Lodge, LLC 4209 SW Alaska St Seattle, WA 98116 Case No.: 17-10842 Chapter 11 Petition Date: February 27, 2017 Court: United States Bankruptcy Court Western District of Washington (Seattle) Judge: Hon. Timothy W. Dore Debtor's Counsel: Larry B. Feinstein, Esq. VORTMAN & FEINSTEIN 520 Pike Street, Ste. 2250 Seattle, WA 98101 Tel: 206-223-9595 E-mail: feinstein1947@gmail.com Total Assets: $54,891 Total Liabilities: $1.16 million The petition was signed by Shawn Roten, manager. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/wawb17-10842.pdf WEST VIRGINIA HIGH: Asks Time to Resolve Huntington Plan Objection ------------------------------------------------------------------ West Virginia High Technology Consortium Foundation and HT Foundation Holdings, Inc. requests the U.S. Bankruptcy Court for the Northern District of Virginia to extend the exclusive period to file a plan of reorganization and to solicit acceptances of such plan beyond the date that is 20 months after the Petition Date. The Debtors relate that since the Petition Date, they have spent much of the first few months attempting to stabilize their operations and negotiating in good faith with Huntington regarding potential restructuring options. Once the negotiations with Huntington broke down in late September, the Debtors further relate that they immediately considered their reorganization options and formulated a Plan of Reorganization. Consequently, the Debtors filed a Plan of Reorganization and Disclosure Statement on December 2, 2016. However, Huntington filed an objection to the Disclosure Statement on January 12, 2017. After Huntington filed an Objection to the original Disclosure Statement and pursuant to the Court's Order, the Debtors filed a First Amended Joint Disclosure Statement in an attempt to address the objections raised by Huntington in its objection to the original Disclosure Statement. But on February 16, 2017, Huntington filed an Objection to the First Amended Joint Disclosure Statement. The Court, subsequently held a hearing on the First Amended Joint Disclosure Statement, whereafter it took the matter under advisement. As such, pending confirmation, the Debtors request an extension of the exclusivity period to continue to work with creditors toward an amicable resolution of any claims and toward confirmation of the First Amended Plan of Reorganization. About West Virginia High West Virginia High Technology Consortium Foundation and HT Foundation Holdings, Inc., filed chapter 11 petitions (Bankr. N.D. W.Va. Case Nos. 16-00806 and 16-00807) on Aug. 4, 2016. The petitions were signed by James L. Estep, president and CEO. The Hon. Patrick M. Flatley presides over the case. In its petition, the Debtors estimated $10 million to $50 million in both assets and liabilities. David B. Salzman, Esq., at Campbell & Levine, LLC serves as bankruptcy counsel. The Debtor employs Rolston & Company as real estate appraiser; Easter Valley, LLC as real estate broker; and Arnett Carbis Toothman, LLP as accountants. WESTMORELAND COAL: To Restate 2014 and 2015 Financial Statements ---------------------------------------------------------------- Westmoreland Coal Company said it will restate financial information stemming from changes in the accounting for its customer reclamation receivables. This change has no impact on Westmoreland's cash flow, the economic value of its contracts or its ability to collect cash for reclamation from customers. Westmoreland understands the inconvenience this creates and the team is working diligently to process this change so year-end earnings and the 10-K can be released expeditiously. Westmoreland's Annual Report on Form 10-K for the year ended Dec. 31, 2016, will include restated consolidated financial statements for the years ended Dec. 31, 2015 and 2014, and all interim periods during 2016 and 2015. Westmoreland does not intend to file amendments to previous filings with the Securities and Exchange Commission. Investors are advised to no longer rely upon previously issued financial statements, earnings releases or other financial communications. Based on a preliminary assessment, Westmoreland expects the following changes to its financial statements as a result of this restatement: * For the year ended Dec. 31, 2015, an increase in revenue of $9.5 million, an increase in accretion expense (reflected in cost of sales) of $9.1 million, and an increase in depletion expense of $9.6 million. * For the nine months ended Sept. 30, 2016, an increase in revenue of $3.4 million, an increase in accretion expense (reflected in cost of sales) of $8.7 million and an increase in depletion expense of $11.8 million. * The third party reclamation receivable will now be recognized on the balance sheet as land and mineral rights. There is no impact on Westmoreland's ability to be reimbursed for reclamation from its customers. Westmoreland expects its Adjusted EBITDA to be higher than previously reported primarily from the increase in revenue and the exclusion of accretion and depletion expense from the calculation. These amounts are preliminary and are based on Westmoreland’s current expectations. There can be no assurance that this financial information will not change, possibly materially, before Westmoreland files its Form 10-K for the year ended Dec. 31, 2016. About Westmoreland Coal Colorado Springs, Colo.-based Westmoreland Coal Company (NYSE AMEX: WLB) -- http://www.westmoreland.com/-- is the oldest independent coal company in the United States. The Company's coal operations include coal mining in the Powder River Basin in Montana and lignite mining operations in Montana, North Dakota and Texas. Its power operations include ownership of the two-unit ROVA coal-fired power plant in North Carolina. Westmoreland reported a net loss applicable to common shareholders of $203 million on $1.41 billion of revenues for the year ended Dec. 31, 2015, compared to a net loss applicable to common shareholders of $173 million on $1.11 billion of revenues for the year ended Dec. 31, 2014. As of Sept. 30, 2016, Westmoreland Coal had $1.71 billion in total assets, $2.30 billion in total liabilities and a total deficit of $581.2 million. * * * Moody's Investors Service at the end of February 2016 downgraded the ratings of Westmoreland, including its corporate family rating to 'Caa1' from 'B3'. Standard & Poor's Ratings Services in March 2016 affirmed its 'B' corporate credit rating on Westmoreland and revised the rating outlook to "negative" from "stable". "The negative outlook reflects weaker-than-expected liquidity as a result of a combination of exposure to a lower price environment and difficult-to-secure favorable new volume commitments," said Standard & Poor's credit analyst Vania Dimova. ********* 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. 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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. 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