/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/170303.mbx T R O U B L E D C O M P A N Y R E P O R T E R Friday, March 3, 2017, Vol. 21, No. 61 Headlines 40 YEAR MILLWORK: U.S. Trustee Unable to Appoint Committee 500 NORTH AVENUE: Unsecureds to Get $700,000 Over 10 Years ALLIANCE ONE: Axar Capital Reports 10.5% Stake as of Dec. 31 ALLY FINANCIAL: Boston Partners Ceases to be 5% Shareholder ALPHATEC HOLDINGS: Deerfield Mgmt. et al. No Longer Shareholders ALPHATEC HOLDINGS: Siri Marshall Resigns as Director AMC PROPERTIES: Plan Outline Okayed, Plan Hearing Set for April 18 ANGIOSOMA INC: CEO Holds 100% of Series E Preferred Shares ANGIOSOMA INC: David Summers Does Not Own Preferred Shares AOXING PHARMACEUTICAL: Posts $32,960 Net Loss for Second Quarter APOLLO ENDOSURGERY: HBM Healthcare Ceases to be 5% Shareholder ASANDA INC: Has Final Authorization to Use Cash Collateral AVIS BUDGET: S&P Assigns 'BB-' Rating on EUR250MM Sr. Notes BALZARINI REALTY: Plan Outline Okayed, Plan Hearing on April 25 BARTON PROPERTIES: Lopez Buying Port Chester Property for $1.2M BIG SKY: Colo. Judge Denies Chapter 11 Examiner Appointment BILL BARRETT: Boston Partners Ceases to be 5% Shareholder BIOLARGO INC: Extends CFO's Emloyment Until Sept. 30 BLUELINE RENTAL: Moody's Rates New 2nd Lien $1.025BB Notes Caa1 CABALLO2015 LLC: Disclosures OK'd; Plan Hearing on April 12 CALIFORNIA PROTON: Case Summary & 10 Unsecured Creditors CARLMAC-MCKINNON'S: Reinhart Objects to Disclosure Statement CASCO INVESTMENTS: U.S. Trustee Unable to Appoint Committee CERRITOS REFERENCE: Unsecureds to be Paid $160K Under Latest Plan CHAPARRAL ENERGY: Selling De Minimis Assets for $450K CHRISTOPHER MICHAEL JUSTICE: IRS Wants Tax Returns Appeal Junked CITI CARS: U.S. Trustee Unable to Appoint Committee CLARKE PROJECT: Seeks to Hire Raimond Pettit as Accountant COLE-PARMER INSTRUMENT: Moody's Assigns B3 CFR COLOR LANDSCAPES: Has Interim Approval to Use BB&T Cash Collateral COMPOUNDING DOCS: U.S. Trustee Unable to Appoint Committee COMPREHENSIVE VASCULAR: Case Summary & 15 Unsecured Creditors CONNTECH PRODUCTS: Disclosures OK'd; Plan Hearing on March 28 CONNTECH PRODUCTS: Latest Plan to Pay UST Fees Upon Confirmation CPI HOLDCO: S&P Assigns 'B' CCR; Outlook Stable CPI INTERNATIONAL: Moody's Revise Outlook to Pos. & Affirms B3 CFR CREEKSIDE CANCER CARE: Hearing on Cash Collateral Use on March 3 DACCO TRANSMISSION: Unsecureds to Get Pro Rata Share of $500,000 DR. MARCEL GEGATI: U.S. Trustee Unable to Appoint Committee DYNACAST INT'L: Moody's Affirms B2 Corporate Family Rating DYNACAST INTERNATIONAL: S&P Affirms 'B' CCR; Outlook Stable ESSAR STEEL: Wants To Enter Into Agreements With Union Steelworkers FANOUS JEWELERS: Plan Outline Okayed, Plan Hearing Set for April 5 FORESIGHT ENERGY: Fitch Assigns 'B-' Issuer Default Rating FORESIGHT ENERGY: S&P Affirms 'B-' CCR & Revises Outlook to Stable FRONTIER COMMUNICATIONS: S&P Lowers CCR to 'B+' on Weak Results GAGE COUNTY, NE: Faces $30M Judgment, On the Brink of Bankruptcy GOLF SUPPLY: Duane Morris to Auction Collateral on March 7 GROUP MIDLAND: Has Interim Approval to Use PBB Cash Collateral HAIN CELESTIAL: Receives Lender Waiver & Credit Facility Extension HANJIN SHIPPING: Creditors Fighting Over Sale of Shipping Container HIDALGO INDUSTRIAL: Wants Immediate Access to Cash Collateral HILTON WORLDWIDE: Moody's Assigns Ba1 Rating to $750MM Term Loan HOLOGIC INC: S&P Raises Rating to 'BB+' on Continued Deleveraging HUMBLE SURGICAL: Files For Chapter 11 Bankruptcy Protection ITT EDUCATIONAL: Robins Kaplan Appointed Co-Counsel to Trustee JOHN Q. HAMMONS: WICP Buying Lindon Property for $3.2 Million JOSEPH DETWEILER: Court Dismisses Chapter 11 Case KENAN ADVANTAGE: S&P Affirms 'B+' Rating on Sr. Sec. Facilities KIMBOB INC: Case Summary & 8 Unsecured Creditors LAPS ENTERPRISES: U.S. Trustee Unable to Appoint Committee LEARNING ENHANCEMENT: Sale of Assets to JZA for $630K Approved LEHMAN BROTHERS: LBI Trustee Proposes $228M for 5th Distribution LEI MACHINING: Disclosures Get Conditional OK; April 5 Plan Hearing LIFE PARTNERS: Thompson & Knight Fights for $25.3M in Fees LIMITED STORES: Sycamore Partners Acquires Brand, IP Assets LMCHH PCP: Hires Young Conaway as Co-Counsel LOUISIANA MEDICAL: Hires Alston & Bird as Counsel LOUISIANA MEDICAL: Proposes Garden City as Administrative Advisor LOUISIANA MEDICAL: Sets Sales Protocol for Miscellaneous Property MARK LABGOLOD: Counsel Asks Court To Junk $1M Malpractice Suit MCLAIN COMPANY: Hires Michael Rose as Attorney MEDAK TRUCKING: Names Patricia Rivera as Accountant MICHIGAN POWER: S&P Affirms 'BB+' Rating on $216MM Term Loan MIDWAY GOLD: Unsecureds to Get 10%-15% Under New Liquidating Plan MISSISSIPPI POWER: Moody's Assigns Ba1 CFR; Outlook Negative NAMAL ENTERPRISES: Taps Tranzon Driggers as Real Estate Broker NATURAL RESOURCE: S&P Puts 'CCC+' CCR on CreditWatch Positive NAVISTAR INTERNATIONAL: S&P Raises CCR to 'B-', Off CreditWatch NEPHROS INC: Appoints Andrew Astor as Chief Financial Officer NEW MILLENNIUM: Moody's Lowers Corporate Family Rating to Caa3 NEW WORLD CONDOMINIUM: Court Approves Amended Disclosure Statement NEWBURY COMMON: Unsecureds to Recoup Up to 65% Under Plan NEXT COMMUNICATIONS: U.S. Trustee Unable to Appoint Committee NICHOLAS DENTON: Seeks Dismissal of Chapter 11 Case OAKS OF PRAIRIE: Has Interim OK Use Cash Collateral Until March 31 OPTIMA SPECIALTY: Committee Tries to Block DIP Financing OK ORION PROCESSING: Consumer Financial Wants $107MM Judgment OK'd ORLEANS HOMEBUILDERS: Court Enjoins Condo Association's Claims PACHECO BROTHERS: Taps Kornfield Nyberg as Legal Counsel PANAMA CITY INVESTMENTS: March 30 Plan Confirmation Hearing PBA EXECUTIVE: U.S. Trustee Unable to Appoint Committee PELLERIN ENERGY: Involuntary Chapter 11 Case Summary PENNGOOD LLC: Unsecureds to Receive 13% Under 2nd Amended Plan PFO GLOBAL: Hires Orenstein Law as Counsel PFO GLOBAL: Taps Haynes and Boone as Special Corporate Counsel PIONEER NATURAL: Moody's Ups Rating on Sr. Sub. Shelf from (P)Ba1 PREMIER KIDS: Voluntary Chapter 11 Case Summary PRICEVILLE PARTNERS: Plan Trustee Hires Maples Law as Counsel PRINCESS POLLY: Case Summary & 20 Largest Unsecured Creditors PURADYN FILTER: Glenhill Advisors et al. Have 7.8% Equity Stake RABBE FARMS: Plan Outline Okayed, Plan Hearing Set for April 6 RESOURCE CAPITAL: Mark McKinney Sues Directors for Refusing Probe RICHARD DODDS: Sale of Craig Residence to Wightman for $300K Okayed RITA RESTAURANT: Has Interim OK to Continue Using Cash Collateral ROSETTA GENOMICS: Amends 5.17M Shares Resale Prospectus with SEC ROSETTA GENOMICS: Yitzhak Peterburg Quits as Director ROUST CORP: Amended Plan is Effective as of Feb. 17 RUXTON DESIGN: Seeks Court Approval on Cash Collateral Use SALON MEDIA: Incurs $6.27 Million Net Loss in Third Quarter SEATRUCK INC: U.S. Trustee Unable to Appoint Committee SEMINOLE TRACKS: Seeks to Hire Triple Crown as Broker SEMINOLE TRACKS: Taps Giuseppe Brusa as Accountant SIXTY SIXTY CONDOMINIUM: U.S. Trustee Unable to Appoint Committee SKG THE PARK: Case Summary & 6 Unsecured Creditors SKG THE PARK: Case Summary & 6 Unsecured Creditors STAFFING GROUP: Iroquois Capital No Longer Owns Shares STONE ENERGY: Announces Continued Listing of New Shares STONE ENERGY: Reports Financial Results for Fourth Quarter 2016 SUMMIT MIDSTREAM: Moody's Assigns B3 Corporate Family Rating SUMMIT MIDSTREAM: S&P Assigns 'B-' CCR; Outlook Stable TARA RETAIL: Taps Woomer Nistendirk as Accountants TELESIS CENTER: S&P Lowers Rating on 2013 Educational Bonds to 'B-' TERRA GOLD: Case Summary & 2 Unsecured Creditors TERRA GOLD: Case Summary & 2 Unsecured Creditors THQ INC: Executives Want Reconsideration of Class Action Revival TK DIVERSIFIED: Colo. Judge Denies Chap. 11 Examiner Appointment TK HOLDINGS: Colo. Judge Denies Chap. 11 Examiner Appointment TK INDUSTRIAL: Colo. Judge Denies Chap. 11 Examiner Appointment TRUMP ENT: Nathan Schultz Wants Aug. 23 Claim Objection Deadline TWIN PEAKS: S&P Cuts Rating on Debts to BB+ on Revised Methodology ULTRA PETROLEUM: Barclays Loan to Allow Opco to Ink Hedging Deals ULTRA PETROLEUM: Unveils New Gas Processing Contracts ULTRAPETROL (BAHAMAS): Taps Seward & Kissel as Maritime Counsel ULTRAPETROL BAHAMAS: Hires AlixPartners as Financial Advisor ULTRAPETROL BAHAMAS: Hires Miller Buckfire as Financial Advisor ULTRAPETROL BAHAMAS: Hires Zirinsky Law as Lead Attorneys ULTRAPETROL BAHAMAS: Taps Hughes Hubbard as Attorneys UNITED ROAD: Hires Rust/Omni as Claims and Noticing Agent UNITY RESPIRATORY: Case Summary & 18 Largest Unsecured Creditors UNITY RESPIRATORY: Case Summary & 18 Largest Unsecured Creditors US VIRGIN ISLANDS: S&P Puts 'B' Rating on Notes on Watch Neg. VANDER INTERMEDIATE: S&P Affirms 'B' CCR; Outlook Negative VANITY SHOP: Case Summary & 20 Largest Unsecured Creditors VERMILION ENERGY: Moody's Assigns B2 Rating to US$300MM Notes VERMILION ENERGY: S&P Assigns 'BB-' CCR; Outlook Stable VSI LIQUIDATING: Court Confirms Plan of Liquidation WALTER H. BOOTH: Court Allows Cash Collateral Use Through April 28 WESTERN STATES: Wants to Use Cash Collateral for Ramada Hotel WESTMOUNTAIN GOLD: Case Summary & 20 Largest Unsecured Creditors WESTMOUNTAIN GOLD: Case Summary & 20 Largest Unsecured Creditors WESTPORT HOLDINGS: Resident Committee Taps Jennis Law as Counsel WET SEAL: Hires Donlin Recano as Administrative Agent [^] BOOK REVIEW: The First Junk Bond ********* 40 YEAR MILLWORK: U.S. Trustee Unable to Appoint Committee ---------------------------------------------------------- An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of 40 Year Millwork LLC as of March 1, according to a court docket. 40 Year Millwork LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 17-10611) on January 19, 2017. The petition was signed by Freddie M. Bush, managing member. At the time of the filing, the Debtor estimated assets and liabilities of less than $50,000. 500 NORTH AVENUE: Unsecureds to Get $700,000 Over 10 Years ---------------------------------------------------------- 500 North Avenue, LLC, filed with the U.S. Bankruptcy Court for the District of Connecticut on Feb. 27 a fifth amended disclosure statement referring to the Debtor's plan of reorganization. Class 16 claims are impaired by the Plan. These are the claims of the present unsecured creditors and those creditors that become unsecured as the result of (i) the application of Section 506(a) of the Bankruptcy Code and (ii) the abandonment by the estate of the real property known as 28 York Street and 2060 East Main Street, in Bridgeport, Connecticut. The unsecured creditors will receive a pro rata distribution of $700,000 over the period of 120 months from the Effective Date. The distribution will be made as follows: (i) semi-annual installments of $25,000 (twice per year) commencing upon the Effective Date of the Plan for a period of 72 months and (ii) commencing 72 months after the Effective Date of the Plan, in semi-annual installments of $50,000. The Debtor has obtained commitments from its equity holder, Joseph Regensburger, and account debtors Red Rose, Inc., and Gus Curcio, Sr., to fund payments totaling $375,000 to the Debtor by the Effective Date of the Plan. The Debtor intends to use these funds on the Effective Date to satisfy (i) all outstanding real property tax obligations on the properties located at (a) 500 North Avenue, Bridgeport, Connecticut, (b) 10 Fifth Avenue, Stratford, Connecticut, and (c) 1794 Barnum Avenue, Bridgeport, Connecticut; (ii) the initial $36,000 distribution to the Colacurcios; (iii) all priority claims; and (iv) the initial $25,000 distribution to unsecured creditors. In addition to the $375,000 Plan funding commitment, the Debtor intends to fund its Plan payments through the leasing and development of its properties and the collection of other receivables. The Fifth Amended Disclosure Statement is available at: http://bankrupt.com/misc/ctb14-31094-343.pdf About 500 North Avenue 500 North Avenue, LLC, and Long Brook Station, LLC, filed Chapter 11 petitions (Bankr. D. Conn. Case Nos. 14-31094 and 14-31095) on June 6, 2014. The petitions were signed by Joseph Regensburger, member. The Debtors are represented by Douglas S. Skalka, Esq., at Neubert, Pepe, and Monteith, P.C. The case is assigned to Judge Julie A. Manning. 500 North Avenue estimated assets at $1 million to $10 million and liabilities at $10 million to $50 million at the time of the filing. Long Brook estimated assets at $500,000 to $1 million and liabilities at $1 million to $10 million at the time of the filing. ALLIANCE ONE: Axar Capital Reports 10.5% Stake as of Dec. 31 ------------------------------------------------------------ Axar Capital Management, LP, Axar GP, LLC and Andrew Axelrod disclosed in an amended Schedule 13G filed with the Securities and Exchange Commission that as of Dec. 31, 2016, they beneficially own 939,386 shares of common stock of Alliance One International, Inc. which represents 10.5 percent of the shares outstanding. The percentage ownership is based on 8,941,875 shares of Common Stock, reported as outstanding as of Oct. 31, 2016, according to the Issuer's quarterly report on Form 10-Q, filed Nov. 7, 2016. This number excludes 785,313 shares owned by a wholly owned subsidiary that is not entitled to vote its shares. Axar Master Fund, Ltd., is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, more than 5% of the shares of Common Stock reported herein that may be deemed to be beneficially owned by the Reporting Persons. A full-text copy of the regulatory filing is available at: https://is.gd/UZLA2Z About Alliance One Alliance One International is principally engaged in purchasing, processing, storing, and selling leaf tobacco. The Company purchases tobacco primarily in the United States, Africa, Europe, South America and Asia for sale to customers primarily in the United States, Europe and Asia. Alliance One reported a net loss of $31.5 million on $261 million of sales and other operating revenues for the three months ended June 30, 2016, compared to a net loss of $25.95 million on $266.28 million of sales and other operating revenues for the three months ended June 30, 2015. As of Sept. 30, 2016, Alliance One had $1.99 billion in total assets, $1.77 billion in total liabilities and $226.4 million in total equity. * * * As reported by the TCR on June 7, 2016, Moody's Investors Service affirmed Alliance One International, Inc.'s 'Caa2' Corporate Family Rating and revised the rating outlook to positive from negative. Alliance One's 'Caa2' Corporate Family Rating reflects Moody's expectation that credit metrics and liquidity will remain weak over the next 12 to 18 months. The TCR reported on Aug. 2, 2016, S&P Global Ratings lowered its corporate credit rating on Morrisville, N.C.-based Alliance One International Inc. (AOI) to 'CCC' from 'CCC+'. The rating outlook is negative. ALLY FINANCIAL: Boston Partners Ceases to be 5% Shareholder ----------------------------------------------------------- Boston Partners disclosed in a regulatory filing with the Securities and Exchange Commission that as of Dec. 31, 2016, it beneficially owns 19,028,848 shares of common stock of Ally Financial Inc. representing 4.03 percent of the shares outstanding. A full-text copy of the Schedule 13G/A is available at https://is.gd/vUPCet About Ally Financial Ally Financial Inc., formerly GMAC Inc. -- http://www.ally.com/-- is one of the world's largest automotive financial services companies. The Company offers a full suite of automotive financing products and services in key markets around the world. Ally's other business units include mortgage operations and commercial finance, and the company's subsidiary, Ally Bank, offers online retail banking products. Ally operates as a bank holding company. GMAC obtained a $17 billion bailout from the U.S. government in exchange for a 56.3 percent stake. Private equity firm Cerberus Capital Management LP keeps 14.9 percent, while General Motors Co. owns 6.7 percent. Ally reported net income of $1.28 billion on $4.86 billion of total net revenue for the year ended Dec. 31, 2015, compared to net income of $1.15 billion on $4.65 billion of total net revenue for the year ended Dec. 31, 2014. As of Sept. 30, 2016, Ally Financial had $157.4 billion in total assets, $143.8 billion in total liabilities and $13.63 billion in total equity. * * * As reported by the TCR on Oct. 14, 2016, S&P Global Ratings said it revised its outlook on Ally Financial to stable from positive and affirmed the 'BB+' long-term issuer credit rating. "The revised outlook reflects weakening credit conditions in the vehicle finance industry, in our view, which represents the majority of Ally's business," said S&P Global Ratings credit analyst Matthew Carroll. In the April 3, 2014, edition of the TCR, Fitch Ratings has upgraded Ally Financial Inc.'s long-term Issuer Default Rating (IDR) and senior unsecured debt rating to 'BB+' from 'BB'. The rating upgrade reflects increased clarity around Ally's ownership structure given Ally's recent announcement that it has launched an initial public offering those shares of its common stock held by the U.S. Treasury (the Treasury). As reported by the TCR on July 16, 2014, Moody's Investors Service affirmed the 'Ba3' corporate family and 'B1' senior unsecured ratings of Ally Financial and revised the outlook for the ratings to positive from stable. Moody's affirmed Ally's ratings and revised its rating outlook to positive based on the company's progress toward sustained improvements in profitability and repayment of government assistance received during the financial crisis. ALPHATEC HOLDINGS: Deerfield Mgmt. et al. No Longer Shareholders ---------------------------------------------------------------- In an amended Schedule 13G filed with the Securities and Exchange Commission, James E. Flynn, Deerfield Mgmt, L.P., Deerfield Management Company, L.P., Deerfield Special Situations Fund, L.P., Deerfield Private Design Fund II, L.P. and Deerfield Private Design International II, L.P. reported that as of Dec. 31, 2016, they have ceased to beneficially own shares of common stock of Alphatec Holdings, Inc. A full-text copy of the regulatory filing is available for free at https://is.gd/hxvUHw About Alphatec Holdings Alphatec Holdings, Inc., is a medical technology company focused on the design, development and promotion of products for the surgical treatment of spine disorders. The Company has a comprehensive product portfolio and pipeline that addresses the cervical, thoracolumbar and intervertebral regions of the spine and covers a variety of spinal disorders and surgical procedures. Its principal product offerings are focused on the global market for fusion-based spinal disorder solutions. The Company believes that its products and systems are attractive to surgeons and patients due to enhanced product features and benefits that are designed to simplify surgical procedures and improve patient outcomes. Ernst & Young 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 has recurring operating losses and has a working capital deficiency. In addition, the Company has not complied with certain covenants of loan agreements with its lenders and has significant debt obligations due in December 2016. These conditions raise substantial doubt about the Company's ability to continue as a going concern. As of Sept. 30, 2016, Alphatec had $96.02 million in total assets, $134.23 million in total liabilities and a total stockholders' deficit of $38.21 million. ALPHATEC HOLDINGS: Siri Marshall Resigns as Director ---------------------------------------------------- Siri S. Marshall resigned as a director of Alphatec Holdings, Inc., and its subsidiary, Alphatec Spine, Inc. on Feb. 8, 2017. Ms. Marshall's resignation was not the result of any disagreements between Ms. Marshall and the Company on any matter relating to the Company's operations, policies or practices, according to a Form 8-K report filed with the Securities and Exchange Commission. The Board of Directors of the Company and its subsidiary, Alphatec Spine, Inc., appointed David H. Mowry to its Board of Directors, to fill the vacancy created by Ms. Marshall's resignation, for a term commencing on Feb. 8, 2017, and expiring at the Annual Meeting of Stockholders of the Company in 2017 and until his successor is duly elected and qualifies, unless he sooner dies, retires or resigns. The Board of Directors has determined that Mr. Mowry satisfies the current "independent director" standards established by the rules of The Nasdaq Stock Market. As of Feb. 14, 2017, Mr. Mowry has not been appointed to any committee of the Board of Directors. Mr. Mowry, age 54, currently serves as president and chief executive officer of Vyaire Medical, a recognized global leader in the respiratory diagnostics, ventilation, and anesthesia delivery and patient monitoring market segments, a position he has held since May 2016. From October 2015 to May 2016 he served as Executive Vice President and Chief Operating Officer and member of the board of directors of Wright Medical Group N.V. (Nasdaq: WMGI), a global medical device company focused on extremities and biologics products, and during this time period he was also a member of the board of directors of EndoChoice Holdings, Inc. (NYSE: GI), a company focused on the manufacturing and commercialization of platform technologies relating to the treatment of gastrointestinal conditions. Prior to Wright Medical Group, Mr. Mowry served as president and chief executive officer and member of the board of directors of Tornier N.V. (Nasdaq: TRNX) from February 2013 until October 2015, at which time Tornier and Wright Medical Group merged, and prior to that, as chief operating officer of Tornier from 2011 to 2013. Prior to this, Mr. Mowry held executive leadership positions at Covidien plc, ev3, Inc. and Zimmer Spine, Inc. Mr. Mowry received a B.S. in Engineering from the United States Military Academy at West Point. Mr. Mowry will receive annual cash compensation in accordance with the Company's standard compensation program for independent directors. In addition, it is anticipated that Mr. Mowry will enter into the Company's standard form of indemnification agreement for non-employee directors. There are no other arrangements or understandings between Mr. Mowry and any other person pursuant to which he was selected to serve on the board of directors. There are no family relationships between Mr. Mowry and any director or executive officer of the Company, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. About Alphatec Holdings Alphatec Holdings, Inc., is a medical technology company focused on the design, development and promotion of products for the surgical treatment of spine disorders. The Company has a comprehensive product portfolio and pipeline that addresses the cervical, thoracolumbar and intervertebral regions of the spine and covers a variety of spinal disorders and surgical procedures. Its principal product offerings are focused on the global market for fusion-based spinal disorder solutions. The Company believes that its products and systems are attractive to surgeons and patients due to enhanced product features and benefits that are designed to simplify surgical procedures and improve patient outcomes. Ernst & Young 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 has recurring operating losses and has a working capital deficiency. In addition, the Company has not complied with certain covenants of loan agreements with its lenders and has significant debt obligations due in December 2016. These conditions raise substantial doubt about the Company's ability to continue as a going concern. As of Sept. 30, 2016, Alphatec had $96.02 million in total assets, $134.23 million in total liabilities and a total stockholders' deficit of $38.21 million. AMC PROPERTIES: Plan Outline Okayed, Plan Hearing Set for April 18 ------------------------------------------------------------------ AMC Properties LLC is now a step closer to emerging from Chapter 11 protection after a bankruptcy judge approved the outline of its plan of reorganization. Judge Frank Bailey of the U.S. Bankruptcy Court for the District of Massachusetts gave the thumbs-up to the disclosure statement after finding that it contains "adequate information." The order set an April 10 deadline for creditors to file their objections and cast their votes accepting or rejecting the plan. A court hearing to consider confirmation of the plan is scheduled for April 18, at 11:00 a.m. The plan proposes to pay in full Lenders Trust's unsecured claim in the amount of $45,707. The creditor will receive payment upon confirmation of the plan. Meanwhile, Santander, a secured creditor, will be paid equal monthly payments of principal and interest only at 5% for 84 months amortized over 25 years with a balloon payment due on the 84th month. Santander asserts a $250,050 claim, which is secured by all assets of AMC Properties. About AMC Properties AMC Properties LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 16-12914) on July 28, 2016. The petition was signed by Adrian T. Moylette, manager. The Debtor is represented by Norman Novinsky, Esq., at Novinsky & Associates. The Debtor estimated assets and liabilities of less than $500,000 at the time of the filing. The Debtor is a limited liability corporation based in Norwell, Massachusetts, that buys, sells, leases, rents, owns, subdivides and manages properties. The Debtor's primary assets are the buildings located at 803-805 Essex Street, and 188-66 Gale Street, Lawrence, Massachusetts; and the income that is generated by the operation of the buildings. ANGIOSOMA INC: CEO Holds 100% of Series E Preferred Shares ---------------------------------------------------------- Alex K. Blankenship, president and chief executive officer of AngioSoma, Inc., disclosed in a Schedule 13D filed with the Securities and Exchange Commission that as of Jan. 25, 2017, he beneficially owns 1,000,000 shares of Series E Preferred Stock, par value $.001 per share, of AngioSoma representing 100 percent of the shares outstanding. Pursuant to the terms of that certain Voting Agreement dated Jan. 25, 2017, by and between Alex K. Blankenship, and Mr. David P., Ms. Blankenship delivered to Mr. Summers the exclusive, irrevocable right to vote all shares of Preferred Stock beneficially owned by Ms. Blankenship. A full-text copy of the regulatory filing is available at: https://is.gd/8tc9VM About Angiosoma Inc. Angiosoma Inc., a Nevada corporation, was incorporated on Sept. 16, 2010. The Company was formed to design and manufacture both panel and engineered/tooled custom vacuum formed instrument panels and wiring harnesses, required for the monitoring of any final product that utilizes a gas or diesel engine source. The Company is currently primarily an oil and gas exploration company. As of June 30, 2016, Angiosoma had $3.25 million in total assets, $713,110 in total liabilities and $2.53 million in total stockholders' equity. For the period from inception (April 29, 2016) through June 30, 2016, the Company had a net loss of $83,918 and negative cash flow from operating activities of $12,001. As of June 30, 2016, the Company had negative working capital of $648,128. Management does not anticipate having positive cash flow from operations in the near future. These factors raise a substantial doubt about the Company's ability to continue as a going concern, as disclosed in the Company's quarterly report on Form 10-Q for the period ended June 30, 2016. ANGIOSOMA INC: David Summers Does Not Own Preferred Shares ---------------------------------------------------------- David P. Summers, a consultant to AngiSoma, Inc., reported in a Schedule 13D filed with the Securities and Exchange Commission that as of Jan. 25, 2017, he beneficially owns no shares of AngiSoma's Series E Preferred Stock, par value $.001 per share. Pursuant to the terms of that certain Voting Agreement dated Jan. 25, 2017, by and between Alex K. Blankenship, and Mr. Summers, Ms. Blankenship delivered to Mr. Summers the exclusive, irrevocable right to vote all shares of Preferred Stock beneficially owned by Ms. Blankenship. Mr. Summers confirms that he is entitled to exclusive voting rights of the Preferred Stock and is the person with the exclusive right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any of the shares of Preferred Stock beneficially owned by Alex K. Blankenship, president and chief executive officer of AngioSoma. A full-text copy of the regulatory filing is available at: https://is.gd/oYTSEB About Angiosoma Inc. Angiosoma Inc., a Nevada corporation, was incorporated on September 16, 2010. The Company was formed to design and manufacture both panel and engineered/tooled custom vacuum formed instrument panels and wiring harnesses, required for the monitoring of any final product that utilizes a gas or diesel engine source. The Company is currently primarily an oil and gas exploration company. As of June 30, 2016, Angiosoma had $3.25 million in total assets, $713,110 in total liabilities and $2.53 million in total stockholders' equity. For the period from inception (April 29, 2016) through June 30, 2016, the Company had a net loss of $83,918 and negative cash flow from operating activities of $12,001. As of June 30, 2016, the Company had negative working capital of $648,128. Management does not anticipate having positive cash flow from operations in the near future. These factors raise a substantial doubt about the Company's ability to continue as a going concern, as disclosed in the Company's quarterly report on Form 10-Q for the period ended June 30, 2016. AOXING PHARMACEUTICAL: Posts $32,960 Net Loss for Second Quarter ---------------------------------------------------------------- Aoxing Pharmaceutical Company, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $32,960 on $8 million of sales for the three months ended Dec. 31, 2016, compared to net income of $2.18 million on $8.19 million of sales for the same period during the prior year. For the six months ended Dec. 31, 2016, the Company reported net income of $358,797 on $15.57 million of sales compared to net income of $3.53 million on $16.94 million of sales for the same period a year ago. As of Dec. 31, 2016, Aoxing had $58.72 million in total assets, $40.91 million in total liabilities and $17.80 million in total equity. The Company's cash balance as of Dec. 31, 2016, was $6,848,691, compared to $6,912,100 as of June 30, 2016. Operations during the six month period ended Dec. 31, 2016, provided $222,874 in cash, as compared to $714,855 cash used in operations during the six month period ended Dec. 31, 2015. "Despite the decline in net income year-over-year for the six months ended December 31, 2016, cash flow from operation for the six months ended December 31, 2016 was better than a year ago. This incongruity occurred because the decline in net income was almost entirely attributable to a $2,979,245 bad debt write off that we recorded during the six months ended December 31, 2016. Since, during that same period, the $3,331,374 increase in accrued expenses and other current liabilities, $1,200,053 increase in accounts payable, and the $694,449 reduction in inventory served to offset most of the $5,985,664 increase in accounts receivable, our operations for the six months ended December 31, 2016 yielded positive cash flow. In contrast, during the six months ended December 31, 2015 we used cash to significantly reduce our accounts payable and to increase our inventory, which resulted in a net use of cash in operations for the period. During this reporting period, we did not make any major investment. "Our working capital deficit on December 31, 2016 was $9,672,535, compared to $10,948,767 as of June 30, 2016. The improvement resulted primarily from a $5,985,664 increase in accounts receivable, although the effect of that increase on our balance sheets was partially offset by the $2,979,245 bad debt expense that we recorded in the six months ended December 31, 2016. The increase in accounts receivable reflects the conversion of our marketing program from a distributor network to direct sales to hospitals, since accounts receivable from hospitals typically take longer to collect than those from distributors. "The Company's negative working capital is primarily due to our accumulated deficit, which we have been partially funded by taking short-term bank loans. The Company is able to operate with negative net working capital because of loans from banks and related parties that are rolled-over or refinanced as needed. The Company believes future positive operating cash flows, continued support from related parties, and the ability to continue to roll over short-term debt, taken together, provide adequate resources to fund ongoing operations in the foreseeable future. The Company may also seek equity financing to replace both short-term and long-term debts. The Company believes that the market demand for its main product will recover in the near term and the sales from several new products in future years will produce substantial positive cash flow. "Management of the Company believes that the Company's large negative working capital will continue to improve during fiscal year 2017. Management expects the improvement to come from improved operating results, by extending short term into longer term loans, and by selling equity and converting debt to equity. Management anticipates that these improvements will enable the Company to reduce current high interest expenses and fund on-going operations. The management of the Company has taken a number of actions and will continue to address this situation in order for the Company to achieve a sound financial position going forward," as disclosed in the report. A full-text copy of the Form 10-Q is available for free at: https://is.gd/NIbzE5 About Aoxing Aoxing Pharmaceutical Company, Inc., has one operating subsidiary, Hebei Aoxing Pharmaceutical Co., Inc., which is organized under the laws of the People's Republic of China. Since 2002, Hebei Aoxing has been engaged in developing narcotics and pain management products. In 2008 Hebei Aoxing supplemented its product lines by acquiring Shijiazhuang Lerentang Pharmaceutical Company, Ltd., a specialty pharmaceutical company focusing on herbal pain related therapeutics. The Company owns 95% of the equity in Hebei Aoxing. Aoxing Pharmaceutical reported net income attributable to shareholders of the Company of $5.49 million on $25.48 million of sales for the year ended June 30, 2015, compared to a net loss attributable to shareholders of the Company of $8.21 million on $12.7 million of sales for the year ended June 30, 2014. APOLLO ENDOSURGERY: HBM Healthcare Ceases to be 5% Shareholder -------------------------------------------------------------- In an amended Schedule 13G filed with the Securities and Exchange Commission, HBM Healthcare Investments (Cayman) Ltd. disclosed that as of Dec. 31, 2016, it beneficially owns 36,114 shares of common stock of Apollo Endosurgery, Inc. representing 0.3375% of the shares outstanding. The percentage is calculated based upon 10,688,992 shares of common stock outstanding by the Company as reported on Dec. 29, 2016. Voting and investment power over the shares held by HBM Healthcare Investments (Cayman) Ltd. is exercised by the board of directors of HBM Healthcare Investments (Cayman) Ltd. The board of directors of HBM Healthcare Investments (Cayman) Ltd. consists of Jean-Marc Lesieur, Sophia Harris, Richard Coles, Dr. Andreas Wicki, and Paul Woodhouse, none of whom has individual voting or investment power with respect to the shares. Includes warrants exercisable for 17,266 shares of Common Stock. A full-text copy of the regulatory filing is available at: https://is.gd/eYJir1 About Apollo Endosurgery Apollo Endosurgery, Inc. -- http://www.apolloendo.com/-- is a medical device company focused on less invasive therapies for the treatment of obesity, a condition facing over 500 million people globally, as well as other gastrointestinal disorders. The Company's device based therapies are an alternative to invasive surgical procedures, thus lowering complication rates and reducing total healthcare costs. Apollo's products are offered in over 80 countries. On Dec. 29, 2016, a wholly owned subsidiary of Lpath, Inc. merged with and into Apollo Endosurgery, Inc. resulting in Original Apollo becoming a wholly owned subsidiary of Lpath. At the Effective Time, Lpath effected a name change to "Apollo Endosurgery, Inc." Each share of Original Apollo common stock (after adjusting for the 1-for-5.5 reverse split of common stock effected by the Issuer immediately following consummation of the Merger) was exchanged for 0.31632739 shares of the Issuer's common stock at the Effective Time of the Merger. Lpath reported a net loss of $10.01 million on $1.59 million of total revenues for the year ended Dec. 31, 2015, compared to a net loss of $16.55 million on $5.08 million of total revenues for the year ended Dec. 31, 2014. As of Sept. 30, 2016, Lpath had $4.04 million in total assets, $1.35 million in total liabilities and $2.69 million in total stockholders' equity. Moss Adams LLP, in San Diego, California, issued a "going concern" qualification on Lpath's consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company's recurring losses and negative operating cash flows raise substantial doubt about the Company's ability to continue as a going concern. ASANDA INC: Has Final Authorization to Use Cash Collateral ---------------------------------------------------------- Judge James L. Garrity, Jr., of the U.S. Bankruptcy Court for the Southern District of New York authorized Asanda, Inc., to use cash collateral, on a final basis. The Debtor is authorized to use cash collateral, substantially in accordance with the 13 week budget annexed to the Debtor's Motion, in an aggregate amount up to the actual anticipated cash needs of the Debtor during the Chapter 11 case through and including either: (a) the confirmation of a plan of reorganization, (b) the conversion or dismissal of the Chapter 11 case, or (c) an uncured default after notice and opportunity to cure. On Deck Capital, Inc. and American Express Bank FSB assert that they hold a duly perfected security interest in all of the Debtor's personal property, including the proceeds thereof, by virtue of their respective loan and security agreements. As of the Petition Date, the Debtor is indebted to On Deck Capital and AmEx Bank in the approximate aggregated amount of $160,000 and the Debtor asserted that it was current in its payment obligations as of the Petition Date. On Deck Capital and AmEx Bank are granted replacement liens in the cash collateral, to the extent that said liens were valid, perfected and enforceable as of the Petition Date and in the continuing order of priority of the Pre-Petition Liens, but solely to the extent of collateral diminution that occurs during the Chapter 11 case, subject only to the Carve-outs. The Carve-outs consist of: (a) the claims of Chapter 11 professionals duly retained and to the extent awarded pursuant to Section 330 or 331 of the Bankruptcy Code or pursuant to any monthly fee order entered in the Chapter 11 case, (b) U.S. Trustee fees pursuant to 28 U.S.C. Section 1930 and interest pursuant to 31 U.S.C. Section 3717, and (c) the payment of any allowed claim of any subsequently appointed Chapter 7 trustee to the extent of $10,000. In addition, the Debtor will pay On Deck Capital and AmEx Bank monthly interest only debt service payments at the contractual interest rate set forth in their respective Loan Agreements, which payment will be applied only to On Deck Capital's and AmEx Bank's allowed secured claim. The Debtor's authorization to use cash collateral, and On Deck Capital and AmEx Bank's consent thereto, will immediately terminate on the earlier of: (a) the entry of an order granting relief from the automatic stay with respect to any property of the Debtor in which On Deck Capital and AmEx Bank claim a lien or security interest, whether pursuant to the Consent Order or otherwise, (b) the entry of an order dismissing the Debtors' Chapter 11 case or converting this case to a case under Chapter 7 of the Bankruptcy Code, (c) the entry of an order confirming a Chapter 11 plan, or (d) the entry of an order by which the Consent Order will reversed, revoked, stayed, rescinded, modified or amended without the consent of On Deck Capital and AmEx Bank thereto. A full-text copy of the Final Order, dated Feb. 23, 2017, is available at https://is.gd/ZP48ui About Asanda Inc. Asanda Inc. and affiliate Asanda Park Avenue, Inc., own and operate two fully serviced luxury salon and spas in New York City, one on Park Avenue (and 56th Street) and one in Soho. Asanda Inc. and Asanda Park Avenue each filed chapter 11 petitions (Bankr. S.D.N.Y. Case Nos 17-10054 and 17-10055) on Jan. 11, 2017. The petitions were signed by Gene Frisco, managing director. The case is assigned to Judge James L. Garrity, Jr. At the time of the filing, each of the Debtors estimated assets and liabilities to be between $1 million to $10 million each. The Debtors are represented by Erica Feynman Aisner, Esq., and Jonathan S. Pasternak, Esq., at Delbello, Donnellan, Weingarten, Wise & Wiederkehr, LLP. The Debtors tapped Matthew Walters, Esq., of the Law Offices of Gerard A. Walters d/b/a Walters and Walters, as their Landlord Litigation Counsel. AVIS BUDGET: S&P Assigns 'BB-' Rating on EUR250MM Sr. Notes ----------------------------------------------------------- S&P Global Ratings assigned its 'BB-' issue-level rating and '5' recovery rating to Parsippany, N.J.-based car and truck renter Avis Budget Group Inc.'s (Avis Budget) EUR250 million senior notes due 2025. The '5' recovery rating indicates S&P's expectation that lenders would receive modest recovery (10%-30%; rounded estimate: 20%) of their principal in the event of a payment default. Avis Budget Finance PLC is issuing the notes. The company will use the proceeds to redeem its 6.000% senior notes due 2021, a portion of its floating-rate notes due 2017, pay fees and other related offering expenses, and for general corporate purposes. S&P's ratings on Avis Budget reflect the company's position as one of the largest global car rental companies and the price-competitive and cyclical nature of on-airport car rentals. S&P's ratings also incorporate the relatively stable cash flow that the company's car rental business generates--even during periods of earnings weakness--and its substantial capital spending requirements, which it has the ability to reduce if industry or economic conditions warrant. S&P assess the company's business risk profile as satisfactory and its financial risk profile as aggressive. The stable outlook on Avis Budget reflects that, despite some pricing pressure, S&P expects the company's credit metrics to remain relatively consistent over the next year with EBIT interest coverage in the high-1x area, a funds from operations (FFO)-to-debt ratio in the low-20% area, and a debt-to-capital ratio in the high-90% area. Although unlikely, S&P could raise its ratings on Avis over the next year if the company is able to execute on its various operating initiatives, including its fleet and pricing optimization, such that its EBIT interest coverage exceeds 1.9x or its debt-to-capital ratio declines below 90% and remains there on a sustained basis. Although unlikely over the next year, S&P could lower its ratings on Avis if a greater-than-expected level of pricing pressure causes the company's EBIT interest coverage to decline below 1.3x and remain there on a sustained basis. RATINGS LIST AVIS Budget Group Inc. Corporate Credit Rating BB/Stable/-- New Rating Avis Budget Finance PLC EUR250M Senior Nts Due 2025 BB- Recovery Rating 5(20%) BALZARINI REALTY: Plan Outline Okayed, Plan Hearing on April 25 --------------------------------------------------------------- Balzarini Realty, LLC, is now a step closer to emerging from Chapter 11 protection after a bankruptcy judge approved the outline of its plan of reorganization. Judge Frank Bailey of the U.S. Bankruptcy Court for the District of Massachusetts gave the thumbs-up to the disclosure statement after finding that it contains "adequate information." The order set an April 17 deadline for creditors to file their objections and cast their votes accepting or rejecting the plan. A court hearing to consider confirmation of the plan is scheduled for April 25, at 11:00 a.m.. The hearing will take place at J.W. McCormack Post Office & Court House, Courtroom 3, 5 Post Office Square, 12th Floor, Boston, Massachusetts. The plan proposes to pay administrative creditors in full, and pay 16 Massasoit Avenue's secured claim in the amount of $250,485 over 25 years at a fixed interest rate of 5%. Massasoit will receive monthly payments of its secured claim. Sources of payments include Balzarini's rental income and miscellaneous funds that accumulated during the pendency of its bankruptcy case. About Balzarini Realty Balzarini Realty, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 16-10005) on January 4, 2016. The petition was signed by Anthony Balzarini, manager. At the time of the filing, the Debtor estimated assets and liabilities of less than $500,000. The Debtor is represented by Laurel E. Bretta, Esq., at Bretta & Grimaldi P.A., in Medford, Massachusetts. BARTON PROPERTIES: Lopez Buying Port Chester Property for $1.2M --------------------------------------------------------------- Barton Properties New York, LLC, asks the U.S. Bankruptcy Court for the Southern District of New York to authorize the purchase agreement in connection with the private sale of real property located and known as 7 & 10 Willow Street, Port Chester, New York, to Luis E. Lopez for $1,235,000, subject to higher and better offers. A hearing on the Motion is set for March 28, 2017 at 10:00 a.m. Objections, if any, must be filed at least 3 days prior to the Hearing Date. The Debtor is a single asset real estate entity that owns a 4,500 square foot commercial building located at 7 Willow Street, Port Chester, New York and a parking lot across the street located at 10 Willow Street, Port Chester, New York. The Property has a fair market value of approximately $1,300,000 based upon the listing placed by the Court authorized real estate broker and the assessed valuation as set forth in the tax search. Titan Capital ID, LLC holds a first priority secured lien against the Property in the alleged approximate amount of $887,081 as of Jan. 12, 2017, not inclusive of Bankruptcy Legal Fees and Costs, or per diem charges for Jan. 13, 2017 going forward (at a rate of $237 per day). Titan asserts such amount in its Motion to Dismiss Chapter 11 Case and/or for Relief from Stay, dated Jan. 17, 2017, but has not yet filed its proof of claim. In addition, the Debtor owes real estate taxes to the Town of Rye Receiver of Taxes for the 7 Willow Street Property in the approximate amount of $22,271 and for the 10 Willow Street Property in the approximate amount of $1,327. The real estate taxes will increase at $140 a day from the present time until the closing in April and should therefore increase by approximately $11,000. The Debtor is party to a Lease, dated Dec. 1, 2015; and Addendum to Lease, dated Aug. 1, 2016 ("Lease") for the Property as Landlord with the Purchaser, as Tenant. Per the Lease, the term commences and the Tenant's rent payment obligation begins on the day that the Tenant has received the authorizations necessary from Port Chester, New York in order to permit the Tenant to operate a restaurant at 7 Willow Street. Should the Tenant not receive the requisite authorizations from Port Chester, New York by June 30, 2017, either party may cancel and terminate this Lease on 10 days prior written notice. The Property to be conveyed by the Debtor is its only asset, other than some miscellaneous kitchen equipment with little to no value. The efforts employed by the Debtor to sell the Property were successful and resulted in the Purchase and Sale Agreement with Purchaser for the purchase price of $1,235,000. The Debtor intends to convey title to the Property to the Purchaser and assign to the Purchaser all of its interest in the Lease (if necessary), in accordance with the Purchase and Sale Agreement, dated Jan. 25, 2017, and the Modification Agreement, dated Feb. 23, 2017 between the Debtor and the Purchaser. The key provisions of the Agreement are: a. The purchase price is $1,235,000. b. The Purchaser has paid to the Seller the sum of $10,000 ("Cash Deposit") upon execution of the Agreement with the balance due at the closing of the Agreement. Alter & Brescia, LLP, Bankruptcy Counsel to the Debtor and Escrow Agent pursuant to the Agreement, are in receipt of the Cash Deposit, which has been deposited in an IOLA interest bearing escrow account at Signature Bank. c. The Property being sold will be free and clear of all liens, claims, encumbrances and interests and all "as is" and "where situated." d. The Seller will pay the commission owed to C.J. Pagano & Sons, Inc. in connection with the Agreement in the amount of $12,350 (representing 1% of the purchase price of $1,235,000 and 4% less than if sold to a different purchaser) at the closing from the proceeds of the sale. e. In the event that a higher and better offer is accepted and approved by the Court, the Purchaser will be entitled to a $10,000 breakup fee. f. The Agreement is subject to and conditioned upon the approval by the Court. g. The Closing of the transaction will take place no later than April 15, 2017. h. The Modification Agreement contains provisions pursuant to which the financing contingency, the environmental engineering and due diligence contingencies are withdrawn. A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Barton_Properties_25_Sales.pdf As of the time of the execution of the Agreement with the Purchaser, his offer was the highest offer made on the Property. Additionally, because the Purchaser's offer is the only firm offer made, the Debtor believes that Purchaser's offer is also the best offer for the Property. Other parties have shown interest and made inquiries in the Property but none of those parties have made offers to purchase. The Debtor, therefore, believes that the Property should be made available to other potential purchasers, in accordance with the provisions of Section 363 of the Bankruptcy Code and the Property will continue to be shown and any future offers considered. The proposed Agreement with the Purchaser will yield sufficient proceeds to pay all of the Debtor's creditors in full, as well as all closing costs of the sale transaction, most of which will be paid at the closing of the transaction and in accordance with the Motion, with a surplus remaining for the Debtor's sole member. As such, the Debtor submits that the relief sought is in the best interests of the estate and its creditors. The Debtor submits that the private sale of the Property is reasonable and a sale at auction is not warranted as it will not yield any greater purchase price or any greater recovery to the creditors of the Debtors' estate. The Debtor will continue to entertain other offers, pending the Court's approval of the Agreement and the actual closing of title to the Property. The Debtor submits that it is in the best interest of the estate to obtain immediate approval of the Contract so as to comply with the requirements of the Agreement which provides for a closing date no later than April 30, 2017. The Debtor asks authority to satisfy the Titan mortgage obligation, as well as the taxes due to the Town of Rye in full from the sale proceeds of the sale of the Property at the closing. The total of the amount due to Titan and the Town of Rye is in the approximate amount of $920,000, and the broker is due $12,350 thereby leaving approximately $303,650 in surplus proceeds ("Surplus Proceeds"), exclusive of any adjustments at closing. The Surplus Proceeds are more than sufficient to pay all remaining closing adjustments, administrative expensive and creditors in full. Because the Debtor will be unable to close if certain pre-petition secured and priority tax debts, claims, and closing adjustments are not paid at the time of closing, the Debtor asks authority to pay such charges as may be required at closing. The Debtor anticipates making these payments at closing: (i) payment of the Titan first mortgage in full; (ii) payment of any outstanding pre-petition and post-petition real estate taxes to the Town of Rye; (iii) payment of the broker's commission to C.J. Pagano & Sons in the amount of $12,350 (1% of the Purchase Price); and (iv) all other closing costs associated with the sale of real property. As set forth, the Debtor anticipates approximately $303,650 (before closing adjustments) in Surplus Proceeds from the sale of the Property. Any Surplus Proceeds will be placed in the escrow account of the Debtor's counsel and disbursed only in accordance with the further Orders of the Court. The Debtor asks the Court to approve the sale of the Property to the Purchaser pursuant to the terms and conditions of the Agreement, but subject to the provisions of Section 363 of the Bankruptcy Code. The instant Motion is being served upon all parties who expressed an interest in purchasing the Property, prepetition and post petition, and are advised that unless a higher and better offer is made to purchase the Property, the Debtor seeks Court approval of the sale of the Property to the Purchaser in accordance with the Agreement. Should a third party make an offer that is higher and better than the terms and conditions as set forth in the Agreement with the Purchaser, prior to the closing of the transaction, the Debtor reserves its rights to reject the Agreement between the Debtor and the Purchaser pursuant to Section 365 and/or any applicable provision of the Bankruptcy Code. The claim of the Purchaser will be the amount of the "break-up" fee, as set forth in the Debtor's Agreement with the Purchaser. The Purchaser can be reached at: Luis E. Lopez 560 Westchester Avenue Rye Brook, NY 10573 Telephone: (914) 826-1041 The Purchaser is represented by: Mario DeMarco, Esq. 1 Gateway Plaza, #2A Port Chester, NY Telephone: (914) 937-2213 E-mail: demarcomario@aol.com About Barton Properties New York Barton Properties New York LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 16-23715) on Dec. 14, 2016. The petition was signed by Benjamin Barton, managing member. The case is assigned to Judge Robert D. Drain. The Debtor hired Alter & Brescia, LLP as bankruptcy counsel. At the time of the filing, the Debtor estimated assets of less than $10 million and liabilities of less than $1 million. No trustee, examiner or committee of unsecured creditors has been appointed in the Debtor's case. BIG SKY: Colo. Judge Denies Chapter 11 Examiner Appointment ----------------------------------------------------------- Judge Elizabeth E. Brown of the U.S. Bankruptcy Court for the District of Colorado entered an Order for TK Industrial, LLC, denying its Motion for Joint Administration and Motion to Appoint Examiner. Based on the Order, the Court converted the Chapter 11 case, and the three of the four other cases that were subject of the Motion for Joint Administration, to cases under Chapter 7 of the Bankruptcy Code. Therefore, the Motion for Joint Administration is rendered moot. Moreover, the Court also mooted the Debtor's Motion for Appointment of an Examiner following its Order denying the Debtors' motions to employ a proposed counsel in all but one of the related cases. About Big Sky Big Sky, LLC filed a Chapter 11 petition (Bankr. D. Colo. Case No. 16-21020) on November 10, 2016. Thomas F. Quinn, Esq. represents the Debtor. BILL BARRETT: Boston Partners Ceases to be 5% Shareholder --------------------------------------------------------- In an amended Schedule 13G filed with the Securities and Exchange Commission, Boston Partners disclosed that as of Dec. 31, 2016, it beneficially owns 1,107,167 shares of common stock of Bill Barrett Corp representing 1.5 percent of the shares outstanding. A full-text copy of the regulatory filing is available for free at https://is.gd/2LhrA8 About Bill Barrett Denver-based Bill Barrett Corporation is an independent energy company that develops, acquires and explores for oil and natural gas resources. All of the Company's assets and operations are located in the Rocky Mountain region of the United States. Bill Barrett reported a net loss of $488 million in 2015 following net income of $15.08 million in 2014. As of Sept. 30, 2016, Bill Barrett had $1.33 billion in total assets, $826.4 million in total liabilities and $509.2 million in total stockholders' equity. * * * In June 2016, Moody's Investors Service affirmed Bill Barrett Corporation's 'Caa2' Corporate Family Rating and revised the Probability of Default Rating to 'Caa2-PD/LD' from 'Caa2-PD.' "Bill Barrett's debt for equity exchange achieved some reduction in its overall debt burden, but the company's cash flow and leverage metrics continue to remain challenged as its hedges roll off in 2017," commented Amol Joshi, Moody's vice president. In June 2016, S&P Global Ratings raised the corporate credit rating on Bill Barrett to 'B-' from 'SD'. The rating outlook is negative. "The upgrade reflects our reassessment of the company's corporate credit rating following the debt-for-equity exchange of its 7.625% senior unsecured notes due 2019, and also reflects our expectation that there will be no further distressed exchanges over the next 12 months," said S&P Global Ratings credit analyst Kevin Kwok. BIOLARGO INC: Extends CFO's Emloyment Until Sept. 30 ---------------------------------------------------- BioLargo, Inc. and its Chief Financial Officer Charles K. Dargan, II formally agreed to extend the engagement agreement dated Feb. 1, 2008, pursuant to which Mr. Dargan has been serving as the Company's chief financial officer. The Engagement Extension Agreement dated as of Feb. 10, 2017, provides for an additional term to expire Sept. 30, 2017, and is retroactively effective to the termination of the prior extension on Oct. 1, 2016. Mr. Dargan will be compensated through the issuance of an option to purchase 300,000 shares of the Company's common stock, at a strike price of $0.69 per share which is equal to the closing price of the Company's common stock on Feb. 10, 2017, to expire Feb. 10, 2027, and to vest over the term of the engagement with 125,000 shares having vested as of Feb. 10, 2017, and the remaining shares to vest 25,000 shares monthly beginning March 1, 2017, and each month thereafter, so long as this Agreement is in full force and effect. Mr. Dargan will continue to be reimbursed for business expenses he incurs in connection with the performance of his services as the Company's chief financial officer. All other provisions of the Engagement Agreement not expressly amended pursuant to the Engagement Extension Agreement remain the same, including provisions regarding indemnification and arbitration of disputes. BioLargo BioLargo, Inc., is a provider of platform technologies. The Company's products are used to eliminate contaminants that threaten the water, health and quality of life. Its technology has commercial applications within several industries. The Company focuses on four areas: water treatment; industrial odor control applications; commercial, household and personal care products (CHAPP), and advanced wound care. Its AOS Filter combines iodine, water filter materials and electrolysis within a water filter device. It generates oxidation potential in order to oxidize and breakdown or otherwise eliminate, soluble organic contaminant, which are found in contaminated water. As of Sept. 30, 2016, Biolargo had $1.96 million in total assets, $2.12 million in total liabilities and a total stockholders' deficit of $160,094. Haskell & White LLLP, in Irvine, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has suffered recurring losses, negative cash flows from operations and has limited capital resources. These matters raise substantial doubt about the Company's ability to continue as a going concern. BLUELINE RENTAL: Moody's Rates New 2nd Lien $1.025BB Notes Caa1 --------------------------------------------------------------- Moody's Investors Service assigned a Caa1 rating to BlueLine Rental, LLC's new $1.025 billion Sr. Secured Second Lien Notes. BlueLine Rental, LLC and BlueLine Rental Finance Corporation are anticipated to be the co-issuers of the notes. Moody's also assigned a B3 CFR and B3-PD Probability of Default (PD) rating to BlueLine, a subsidiary of Vander Intermediate Holding II Corporation (Vander II). The rating outlook for BlueLine remains stable. Proceeds of the transaction will include paying down the $760 million senior secured 2nd lien global notes issued at BlueLine, $201 million PIK global notes issued under Vander II, and pay call premiums as well as related expenses with minimal remaining residual cash on the company's balance sheet. Moody's will withdraw the B3 CFR, B3-PD PDR, and debt instrument ratings at Vander Intermediate Holding II Corporation as well as rating on the current 2nd lien notes upon transaction close to reflect the issuance of debt at the operating company BlueLine. The following rating actions were taken: Assignments: Issuer: BlueLine Rental, LLC -- Senior secured 2nd lien notes, Assigned Caa1 (LGD4) -- Corporate Family Rating, Assigned B3 -- Probability of Default Rating, Assigned B3-PD Outlook Actions: Issuer: BlueLine Rental, LLC -- Outlook, Remains Stable Withdrawals: Issuer: Vander Intermediate Holding II Corporation -- Corporate Family Rating, Withdrawn upon transaction close -- Probability of Default Rating, Withdrawn upon transaction close -- $252mm SR Pay-In-Kind Global Notes, Withdrawn upon transaction close Issuer: BlueLine Rental, LLC -- $760mm Senior secured 2nd lien notes, Withdrawn upon transaction close RATINGS RATIONALE The B3 CFR rating at BlueLine reflects elevated leverage of just under 6 times for 2017 on a Moody's adjusted basis and the expectation of improved free cash flow profile resulting from lower capital expenditures for 2017 versus 2016. Leverage remains high for the rating category and the company has had an aggressive financial profile. Moreover, the company has low EBITDA margin when compared to peers. Moody's therefore consider the company to be weakly positioned in the B3 rating category. Based on BlueLine's restructuring initiatives and improved equipment profile, Moody's anticipates enhanced credit statistics over the next year. Nevertheless, the company still has a significant concentration in earthmoving equipment although the concentration has declined as aerial equipment has increased. Moody's considers earthmoving equipment to be more cyclical than access equipment as it is often strongest during economic growth cycles but can soften significantly during periods of economic contraction. The rating anticipates steady leverage reduction from EBITDA growth through 2018 to levels more supportive of the rating. The stable ratings outlook reflects the expectation for EBITDA growth and leverage reduction to result in improving metrics so that debt to EBITDA was to improve towards 5.5 times over the next 18 months. Moreover, the company's EBITDA margin is lower than many of its peers thereby leading us to expect its expense reduction strategies to yield higher margins and contribute to EBITDA growth. The rating may be downgraded if debt to EBITDA was sustained above 6 times or if EBITDA margin deteriorated below 27% and was anticipated to weaken further. Moody's notes that the company's EBITDA margins are considered low and there is significant room for improvement when compared to peers. A further decline in equipment utilization rates could also result in downward ratings pressure. Any additional shareholder friendly actions at any of the companies associated with the corporate family, given it paid a large dividend in 2014, would cause rating pressure. Given the company's relatively small size, high leverage and its recent history of negative cash flows to fund a large capital expenditure program, a rating upgrade is unlikely over the near term. However, were leverage to be maintained below 4 times the rating outlook or the rating could benefit. BlueLine's liquidity profile is characterized as adequate supported by good availability under the $475 million asset-based revolving credit facility. Cash flow from operations are anticipated to cover basic cash requirement but needs revolver to cover capital expenditures. The revolver is governed by springing first lien net leverage ratio and fixed charge coverage ratio, tested when availability falls below $47.5 million that is not likely to be tested over the near-term. The company has some sources of alternative liquidity to draw from in the event of a liquidity squeeze even though most of its assets have been pledged to the ABL. The proposed 2nd lien senior secured notes issued by BlueLine Rental, LLC is rated Caa1, one notch below the B3 Corporate Family Rating, reflecting its junior position to the 1st lien revolving credit facility (unrated). The $475 million asset backed revolving credit facility has a first lien on substantially all of the assets of the borrowers and guarantors. The notes will be secured by a second-priority security interest in the same collateral. BlueLine Rental, LLC, previously Volvo Construction Equipment Rents, LLC headquartered in Woodlands, Texas is a Delaware limited liability company and a direct subsidiary of Vander Intermediate Holding II Corporation. The company offers a comprehensive line of earthmoving, aerial, and various other construction equipment to service customers across multiple end markets, including industrial, energy, infrastructure, residential and non-residential construction and non-construction markets. Full year 2016 revenues are approximately $658 million. The company is owned by affiliate of Platinum Equity. The principal methodology used in these ratings was Equipment and Transportation Rental Industry published in December 2014. CABALLO2015 LLC: Disclosures OK'd; Plan Hearing on April 12 ----------------------------------------------------------- The Hon. Brenda K. Martin of the U.S Bankruptcy Court for the District of Arizona has approved the disclosure statement filed by Caballo2015, LLC, referring to the Debtor's plan of reorganization, which proposes to pay all allowed claims within five years of the Effective Date. A hearing to consider the confirmation of the Plan will be held on April 12, 2017, at 11:00 a.m. No creditor or other party-in-interest filed an objection to the Disclosure Statement. On Feb. 22, 2017, in response to the Court's directions, the Debtor proposed certain modifications to the Disclosure Statement. The Court found that the Amended Disclosure Statement contains adequate information that will allow creditors and parties-in-interest to accept or reject the Plan. The last day for filing with the Court written acceptances or rejections of the Plan is one week prior to the Hearing. The last day for filing objections to confirmation of the Plan is fixed at five business days prior to the Hearing. The written report required by Local Bankruptcy Rule 3018-1 will be filed three business days prior to the Hearing. As reported by the Troubled Company Reporter on Dec. 19, 2016, the Debtor filed with the Court the Disclosure Statement, which stated that only these creditors will receive treatment as secured claims under Class 2: PNC Mortgage, PNC Bank, Wells Fargo Mortgage, and The Lemoine Group, Inc. About Caballo2015 Headquartered in Paradise Valley, Arizona, Caballo2015, LLC, filed for Chapter 11 bankruptcy protection (Bankr. D.P.R. Case No. 15-15659) on Dec. 14, 2015, listing $1.2 million in total assets and $1.4 million in total liabilities. The petition was signed by Ignacio Martinez, manager. CALIFORNIA PROTON: Case Summary & 10 Unsecured Creditors -------------------------------------------------------- Debtor: California Proton Treatment Center, LLC 9730 Summers Ridge Road San Diego, CA 92121 Case No.: 17-10477 Type of Business: Health Care Chapter 11 Petition Date: March 1, 2017 Court: United States Bankruptcy Court District of Delaware (Delaware) Judge: Hon. Selber Silverstein Debtor's General Counsel: LOCKE LORD LLP Debtor's Co-counsel: Christopher A. Ward, Esq. POLSINELLI PC 222 Delaware Avenue, Suite 1101 Wilmington, DE 19801 Tel: 302-252-0920 Fax: 302-252-0921 E-mail: cward@polsinelli.com Debtor's Investment Banker: CAIN BROTHERS & COMPANY, LLC Debtor's Financial Advisor: CARL MARKS ADVISORY GROUP LLC Estimated Assets: $100 million to $500 million Estimated Debts: $100 million to $500 million The petition was signed by Jette Campbell, chief restructuring officer. Debtor's List of 10 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ MMBC Proton, Inc. Billing Services $275,000 2509 Pascoli Place Lexington, KY 40509 Greg Pope Tel: 859-351-1615 Email: gpope@mmbcradiation.com San Diego Gas & Electric Utilities $194,960 Email: jyates@semprautilies.com SCG Capital Corporation Equipment Lease $95,000 Email: lkongsynonh@scglease.com GE Healthcare Service Contract $48,125 Email: scott.golay@ge.com on Equipment Varian Medical Systems, Inc. Agreement $33,153 Email: magnus.momsen@varian.com CompuOne Corporation Service $26,611 Email: tera@compuone.com Agreements Cardon Capital Partners Service $18,055 Email: wcardon@cardoncapital Agreements partners.com San Diego Water & Wastewater Services Utilities $4,189 Email: customercare@sandiego.gov ACC Business Utilities $3,595 Email: RM-accfinance@accbusiness.com DownStream Services Inc. Utilities $1,200 Email: roxyi@downstreamservices.com CARLMAC-MCKINNON'S: Reinhart Objects to Disclosure Statement ------------------------------------------------------------ Reinhart Foodservice, L.L.C., objects to the final approval of Carlmac-McKinnon's, Inc.'s disclosure statement and confirmation of its plan. Reinhart filed a proof of claim against the Debtor for a total of $132,898.95, including an asserted administrative priority amount of $25,510.94 for goods delivered to the Debtor in the 20 days prior to the Petition Date. Reinhart's claim is no. 3 on the claims register. Accordingly, Reinhart holds an administrative claim and a Class 3, non-insider claim against the Debtor under the Combined Liquidating Plan and Disclosure Statement for Small Business Debtor filed by the Debtor. Reinhart complains that the Plan's reference to administrative claims only references post-petition trade debt (which the Debtor alleges has been paid in full) and professional fees. There is no mention of administrative claims under section 503(b)(9), nor does the Plan account for the allowance or payment of such administrative claims. Instead, the Plan makes certain assumptions about secured claims, professional fees, and the pool of unsecured claims, and then suggests that $13,000 will be available for unsecured creditors. Furthermore, because the Plan does not contemplate 503(b)(9) administrative claims such as Reinhart's, there is no provision for payment in cash of Reinhart's administrative claim on the Effective Date of the Plan, as required by 11 U.S.C. section 1129(a)(9). For the said reasons, Reinhart respectfully requests that the Court deny final approval of the disclosure statement included with the Plan, deny confirmation of the Plan, and grant such other and further relief as the Court finds is just and equitable. Reinhart Foodservice, L.L.C.is represented by: John J. Dussi, Esq. Cohn & Dussi, LLC 500 West Cummings Park, Suite 2350 Woburn, Massachusetts 01801 Tel: (781) 494-0200 Email: jdussi@cohnanddussi.com About Carlmac-McKinnon's Carlmac-McKinnon's, Inc., owns and operates a retail meat market and grocery store located in Somerville, Massachusetts, from which it generates its revenues. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. D. Mass. Case No. 15-14530) on Nov. 23, 2015. The petition was signed by Clementino Palmariello, president, director, and shareholder. Nina M. Parker, Esq., at Parker & Associates, serves as the Debtor's bankruptcy counsel. The Debtor estimated assets at $50,001 to $100,000 and liabilities at $500,001 to $1 million at the time of the filing. CASCO INVESTMENTS: U.S. Trustee Unable to Appoint Committee ----------------------------------------------------------- An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of Casco Investments, Inc., as of March 1, according to a court docket. Casco Investments, Inc., filed a Chapter 11 bankruptcy petition (Bankr. S.D. Fla. Case No. 16-26517) on December 13, 2016, disclosing under $1 million in both assets and liabilities. The Debtor is represented by the Law Office of Mark S. Roher, P.A. CERRITOS REFERENCE: Unsecureds to be Paid $160K Under Latest Plan ----------------------------------------------------------------- Unsecured creditors of Cerritos Reference Laboratory, Inc., will be paid $160,718 or 50% of their claims, according to the company's latest plan to exit Chapter 11 protection. The restructuring plan proposes to pay $160,718.32 to Class 3 unsecured creditors in two years. Creditors will receive a quarterly payment of $20,089.79 starting on July 15, 2021. Cerritos' original plan filed on Dec. 15 last year proposed to pay $175,030.02 to unsecured creditors in two years, and make a quarterly payment of $21,878.75. The company also reduced the total amount of unsecured claims allowed by the court to $321,436.57 from $350,060.03, according to its latest disclosure statement filed on Feb. 23 with the U.S. Bankruptcy Court for the Central District of California. A copy of the first amended disclosure statement is available for free at https://is.gd/bgzlur The court is set to hold a hearing on April 6, at 8:30 a.m., to consider the company's motion to approve its disclosure statement. The request, if granted by the court, would allow the company to start soliciting votes for its restructuring plan. About Cerritos Reference Cerritos Reference Laboratory, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 16-14824) on April 14, 2016. The petition was signed by Arturo Pamintuan, president. The case is assigned to Judge Sandra R. Klein. At the time of the filing, the Debtor estimated assets of less than $100,000 and liabilities of less than $1 million. CHAPARRAL ENERGY: Selling De Minimis Assets for $450K ----------------------------------------------------- Chaparral Energy, Inc., and affiliates filed a notice with the U.S. Bankruptcy Court for the District of Delaware indicating that they're selling de minimis assets located in Kingfisher County, Oklahoma, to Oklahoma Energy Acquisitions, LP ("OEA") for $450,000. On Aug. 15, 2016, the Court entered an Order Establishing Procedures to Sell, Transfer, or Abandon Certain De Minimis Assets ("Sale Order") authorizing the Debtors to sell certain surplus, obsolete, non-core, unused, or burdensome assets ("De Minimis Assets"). Pursuant to the Sale Order, the Debtors propose to sell these De Minimis Assets: (i) oil and gas leases; and (ii) 25%-75% of Chaparral's interest in the oil and gas leases, subject to the terms of a Farmout Agreement. The material terms of the Farmout Agreement are: a. OEA will drill wells on land relating to Chaparral's oil and gas leases. b. OEA will receive a 75% interest in oil and gas leases relating to the wellbore for wells drilled by OEA, and 25% interest in other depths of such wells. c. Upon recovering the costs of drilling, OEA will return 2/3 (i.e. a 50% interest) of its interest in the wellbore for wells drilled by OEA. There are no known liens against the De Minimis Assets. A copy of the list of the oil and gas leases attached to the Notice is available for free at: http://bankrupt.com/misc/Chaparral_Energy_868_Sales.pdf Pursuant to the Sale Order, any recipient of the Notice may object to the proposed sale within 10 calendar days of service of the Notice. If there is any objection that is not resolved by the Objection Deadline, the Debtors may not sell the De Minimis Assets. About Chaparral Energy, Inc. Founded in 1988, Chaparral Energy, Inc., is a Delaware corporation headquartered in Oklahoma City and a pure play Mid-Continent independent oil and natural gas exploration and production company. At March 31, 2016, the Company had total assets of $1,229,373,000, total current liabilities of $1,940,742,000 and total stockholders' deficit of $759,546,000. Chaparral Energy, Inc., and its 10 affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 16-11144) on May 9, 2016. The petitions were signed by Mark A. Fischer, chief executive officer. The Debtors are represented by Richard Levy, Esq., Keith Simon, Esq., David McElhoe, Esq., and Marc Zelina, Esq., at Latham & Watkins LLP; and Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., as counsel. Kurtzman Carson Consultants LLC serves as administrative advisor. The Debtors continue to manage and operate their businesses as debtors in possession pursuant to Sections 1107 and 1108 of the Bankruptcy Code. No trustee or examiner has been requested in the Chapter 11 cases. The Office of the U.S. Trustee on May 18, 2016, disclosed that no official committee of unsecured creditors has been appointed in the cases. Milbank, Tweed, Hadley & McCloy LLP and Drinker Biddle & Reath LLP represent an ad hoc committee of holders of (i) 9.875% Senior Notes due 2020, (ii) 8.25% Senior Notes, and (iii) 7.625% Senior Notes due 2022 issued by the Debtors. CHRISTOPHER MICHAEL JUSTICE: IRS Wants Tax Returns Appeal Junked ---------------------------------------------------------------- Vidya Kauri at Bankruptcy Law360 reports that the IRS is urging the U.S. Supreme Court to reject Florida resident Christopher Michael Justice's petition for review of an Eleventh Circuit decision that he filed his tax returns too late to shed the associated liabilities in bankruptcy. No conflict on the issue exists in lower courts, the report states, citing the IRS. CITI CARS: U.S. Trustee Unable to Appoint Committee --------------------------------------------------- An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of Citi Cars Inc. as of March 1, according to a court docket. Citi Cars Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 16-26681) on December 19, 2016. The petition was signed by Bahram Armakan, president. At the time of filing, the Debtor estimated assets at $100,000 to $500,000 and liabilities at $500,000 to $1 million in estimated liabilities. The Debtor is represented by John A. Moffa, Esq., at Moffa & Breuer, PLLC. CLARKE PROJECT: Seeks to Hire Raimond Pettit as Accountant ---------------------------------------------------------- Clarke Project Solutions, Inc. seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire an accountant. The Debtor proposes to hire Raimond Pettit Group to provide tax-related advice, prepare and file its income tax returns, and provide other accounting services related to its Chapter 11 case. The hourly rates charged by the firm are: Tim Pettit $425 George Shewchuk $285 Ericka Hayes $155 Nubia Gallo $140 Tiffany Loh $125 Lisa Largen $110 George Shewchuk, manager of Raimond, disclosed in a court filing that the firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: George Shewchuk Raimond Pettit Group 4500 East Pacific Coast Highway, Suite 300 Long Beach, CA 90804-3275 Tel: 562-494-1121 Fax: 562-597-1804 About Clarke Project Solutions Clarke Project Solutions, Inc., f/k/a Cumming Clarke, based in Mission Viejo, California, filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 17-10402) on Feb. 2, 2017. The petition was signed by Chris Clarke, president. The Debtor is represented by Pamela Jan Zylstra, Esq., at Pamela Jan Zylstra: A Professional Corporation. The case is assigned to Judge Theodor Albert. The Debtor estimated assets at $1 million to $10 million and liabilities at $500,000 to $1 million at the time of the filing. The Debtor has hired Dale K. Quinlain, Esq., at Quinlan Law Corporation as special litigation counsel. COLE-PARMER INSTRUMENT: Moody's Assigns B3 CFR ---------------------------------------------- Moody's Investors Service assigned a B3 Corporate Family Rating (CFR) and a B3-PD Probability of Default Rating (PDR) to the new holding parent of Cole-Parmer Instrument Company, LLC, Churchill Merger Sub, LLC (interchangeably called "Cole-Parmer"). Concurrently, Moody's assigned a B2 rating to the company's proposed $40 million first lien senior secured revolver and to the $410 million first lien senior secured term loan as well as a Caa2 rating to the proposed $180 million second lien senior secured term loan. The rating outlook is stable. Proceeds from the first lien and the second lien term loans plus $410 million of equity and cash will be used to finance the leveraged buyout (LBO) of Cole-Parmer by certain funds managed and controlled by Golden Gate Capital for a total purchase price of approximately $955 million (excluding transaction fees and expenses, collectively estimated to be about $45 million). The new $40 million revolver is expected to be undrawn at closing. "Cole-Parmer's B3 Corporate Family Rating incorporates the sizable increase in debt balances and moderate deterioration of credit metrics due to the leveraged buyout of the company," stated Prateek Reddy, Moody's Analyst. "Cole-Parmer's good free cash flow generating ability and the likely continuation of aggressive financial policies, including a penchant for growth through acquisitions, have also been incorporated into the ratings." The assigned ratings are subject to review of final documentation and no material change in the size, terms and conditions of the transaction. The new first lien and second lien credit facilities will replace the current debt capital structure, which consists of a $20 million first lien senior secured revolver due 2019 (undrawn), a $308 million first lien senior secured term loan due 2021, and a $131 million second lien senior secured term loan due 2022. Moody's will withdraw CPI Buyer, LLC's (the current holding parent of Cole-Parmer Instrument Company) existing B3 CFR, B3-PD PDR, B2 first lien credit facilities' ratings and Caa2 second lien term loan rating as well as the LGD assessments on the existing credit facilities upon their full repayment and extinguishment of debt post closing of the LBO. Additionally, upon closing of the acquisition, Churchill Merger Sub, LLC will be merged with and into CPI Holdco, LLC, the sole-surviving entity that will own 100% equity interest of Cole-Parmer Instrument Company, LLC. Rating Actions: -- Corporate Family Rating, Assigned at B3 -- Probability of Default Rating, Assigned at B3-PD -- $40 Million Senior Secured First Lien Revolving Credit Facility due 2022, Assigned at B2 (LGD3) -- $410 Million Senior Secured First Lien Term Loan due 2024, Assigned at B2 (LGD3) -- $180 Million Senior Secured Second Lien Term Loan due 2025, Assigned at Caa2 (LGD5) -- Outlook, Assigned at Stable RATINGS RATIONALE Cole-Parmer's B3 CFR reflects the company's high leverage, small size, competitive operating environment and relatively aggressive financial policies. The company will largely choose to use free cash flow and additional debt, when needed, to make acquisitions, leaving debt/EBITDA above 6.5x through year-end 2017. The global laboratory supplies industry is highly competitive and Cole-Parmer competes against much larger and better capitalized companies, especially for third party distribution revenue. However, the rating is supported by the company's relatively high level of proprietary product sales and its strong niche position, led by the company's self-manufactured line of peristaltic pumps. The company also has high margins and a good liquidity profile supported by solid free cash flow generation. Although minimal in the near term, being owned by a financial sponsor exposes the company to event risks associated with sizable debt funded dividends. The stable outlook reflects Moody's expectations for the company's organic revenue growth to be at least low single digits and for it to maintain robust margins, leading to good cash flow generation. Absent material acquisitions, leverage should improve from the current level as free cash flow is applied to reduce debt balances. Ratings could be upgraded if a material increase in the portion of consumables and/or proprietary revenue in Cole-Parmer's revenue mix results in debt/EBITDA sustained below 6x and EBITDA margin sustained above mid-20%. Ratings could be downgraded if a material decline in revenue, earnings or cash flow leads to debt/EBITDA being sustained above 7x and if EBITDA margins fall below 20%. A large debt funded acquisition or dividend that materially weakens credit metrics could also result in the ratings being downgraded. Cole-Parmer is a global distributor and manufacturer of specialty products that control, measure, transfer and test fluids, solids and gases. The company's revenue for 2016 is estimated to be about $343 million. Following the leveraged buyout, Golden Gate Capital will own Cole-Parmer. The principal methodology used in these ratings was Distribution & Supply Chain Services Industry published in December 2015. COLOR LANDSCAPES: Has Interim Approval to Use BB&T Cash Collateral ------------------------------------------------------------------ Judge Lena Mansori James of the U.S. Bankruptcy Court for the Middle District of North Carolina extended Color Landscapes by Michael Dickey, Inc., to use cash collateral on an interim basis. The Debtor is authorized to use cash collateral only for the actual and necessary operating expenses of its business and maintaining the cash collateral pursuant to the Budget. The Debtor is prohibited to voluntarily contract for any administrative expense claims other than as set forth in the Budget or authorized by Court order. The approved Budget reflects total ordinary operating expenses in the aggregate sum of $31,503 for the month of February, $33,003 for the month of March and $32,753 for the month of April. Pursuant to the approved budget, the Debtor may deposit the designated budgeted funds into the attorney trust account which will remain property of the estate subject to further orders of the Court. Branch Banking & Trust Company asserted that it holds a valid, enforceable, first priority security interest and lien against the cash collateral and that the Debtor owes BB&T approximately $482,407 under the Promissory Note, exclusive of attorneys' fees. The Debtor was directed to provide to BB&T and the Bankruptcy Administrator monthly reports of operations and cash flow as well as a budget to actual report, reflecting the actual income received and the expenses incurred during the previous month compared to the approved Budget. The Debtor will make monthly adequate protection payments to BB&T in the amount of $1,965. Judge Lena Mansori held that interest will continue to accrue on the unpaid principal balance owed to BB&T during the usage period pursuant to the applicable non-default rates as set out in the Promissory Note. BB&T was granted a post-petition replacement lien in the Debtor's post-petition property of the same type which secured the indebtedness of BB&T prepetition, with such liens having the same validity, priority, and enforceability as BB&T had against the same type of such collateral as of the Petition Date. As further adequate protection, BB&T was granted an allowed super-priority administrative expense claim to the extent of any diminution in value of BB&T's interests in prepetition collateral caused solely by the use of cash collateral pursuant to the terms of the Order. In addition, the Debtor will keep all its personal property insured for no less than the amounts of the prepetition insurance. The Debtor will also pay all applicable insurance premiums, taxes, and other governmental charges as they become due, and will make all tax deposits and file all applicable tax returns on a timely basis. The Debtor is authorized to use the cash collateral through the earliest of: (a) the entry of a final order authorizing the use of cash collateral; or (b) the entry of a further interim order authorizing the use of cash collateral; or (c) a further hearing on the use of Cash Collateral which will be held on March 8, 2017 at 2:00 p.m.; or (d) the entry of an order denying or modifying the use of cash collateral; or (e) an occurrence of any of these events of default: (i) The Debtor fails to comply with any of the terms or conditions of the Order; (ii) The Debtor's use of cash collateral other than those as agreed in the Order; (iii) Appointment of a trustee or examiner in this proceeding, conversion of the Debtor's case to a proceeding under Chapter 7 of the Bankruptcy Code; (iv) Cancellation or lapse of the Debtor's applicable insurance coverage; (v) Cessation of business operations by Debtor; or (f) the occurrence of any of these Termination Event: (i) The effective date of any confirmed Chapter 11 plan in this proceeding; (ii) Conversion of the Debtor's case to another Chapter of the Bankruptcy Code; (iii) The entry of further orders of the Court regarding the Debtor's use of cash collateral; or (iv) Dismissal of the Debtor's bankruptcy proceeding. A full-text copy of the Seventh Interim Consent Order, filed on Feb. 23, 2017, is available at https://is.gd/lHIEHA About Color Landscapes by Michael Dickey Color Landscapes by Michael Dickey, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D.N.C. Case No. 16-10435) on May 2, 2016. The petition was signed by Michael Dickey, president. The case is assigned to Judge Lena M. James. At the time of filing, the Debtor disclosed total assets of $1.09 million and total debt of $1.49 million. The Debtor is represented by Dirk W. Siegmund, Esq., at Ivey, McClellan, Gatton & Stegmund, LLP. William Miller, U.S. bankruptcy administrator, on May 18, 2017, filed with the Court a statement of inability to form an official committee of unsecured creditors in the Chapter 11 case of Color Landscapes by Michael Dickey, Inc. COMPOUNDING DOCS: U.S. Trustee Unable to Appoint Committee ---------------------------------------------------------- An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of Compounding Docs, Inc. as of March 1, according to a court docket. Compounding Docs, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 16-25312) on Nov. 15, 2016. The petition was signed by Dr. Charles Robertson, director. The case is assigned to Judge Erik P. Kimball. At the time of the filing, the Debtor had $100,000 to $500,000 in estimated assets and $1 million to $10 million in estimated liabilities. The Debtor is represented by Tarek K. Kiem, Esq. at Rappaport Osborne Rappaport & Kiem, PL. COMPREHENSIVE VASCULAR: Case Summary & 15 Unsecured Creditors ------------------------------------------------------------- Debtor: Comprehensive Vascular Surgery of Georgia, Inc. 150 Country Club Drive #100 Stockbridge, GA 30281 Case No.: 17-53761 Nature of Business: Health Care Chapter 11 Petition Date: March 1, 2017 Court: United States Bankruptcy Court Northern District of Georgia (Atlanta) Debtor's Counsel: Bryan E. Bates, Esq. DENTONS US LLP Suite 5300 303 Peachtree St., NE Atlanta, GA 30308 Tel: (404) 527-4073 Fax: (404) 527-4198 E-mail: Bryan.Bates@dentons.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Albert T. Tagoe, M.D., CEO. A copy of the Debtor's list of 15 unsecured creditors is available for free at http://bankrupt.com/misc/ganb17-53761.pdf CONNTECH PRODUCTS: Disclosures OK'd; Plan Hearing on March 28 ------------------------------------------------------------- The Hon. Julie A. Manning of the U.S. Bankruptcy Court for the District of Connecticut has approved the third amended disclosure statement filed by Conntech Products Corp. on Feb. 23, 2017, referring to the Debtor's third amended plan of reorganization dated Feb. 23, 2017. A hearing to consider the confirmation of the Plan will be held on March 28, 2017, at 12:30 p.m. March 21, 2017, is the last day for returning written ballots of acceptance or rejection of the Plan. Objections to the Plan must be filed with the Court no later than March 21, 2017. The Report of Ballots and Administrative Expenses will be filed with the Court on or before March 21, 2017. About ConnTech Products Corporation ConnTech Products Corporation originally commenced its business operations in Oct. 30, 1973. It provided manufacturing and machined components for products in the medical, military, aerospace, firearms and commercial industries. The Debtor's involvement with customers ranged from design, development, engineering, machining of parts and assembly of finished products. The Debtor operated for years out of its facility located at 248 Sandbank road, Cheshire, Connecticut. In 2011, the Debtor was contacted by Colt Manufacturing to produce certain components for its firearm business. The Debtor needed to expand its manufacturing and business operations in its present location. The initial Colt contract was for approximately $3.5 million a year. Expansion was funded by loans from TD Bank, N.A. In December 2014, Colt Manufacturing ceased its business relationship with the Debtor. The Debtor filed a voluntary Chapter 11 petition (Bankr. D. Conn. Case No. 15-30397) on March 19, 2015. The petition was signed by Mark S. Fenney, president. The Hon. Julie A. Manning oversees the case. Neil Crane, Esq., at the Law Offices of Neil Crane, LLC, serves as counsel to the Debtor. The Debtor estimated assets of $1 million to $10 million and liabilities of $500,000 to $1 million. CONNTECH PRODUCTS: Latest Plan to Pay UST Fees Upon Confirmation ---------------------------------------------------------------- ConnTech Products Corp. has filed with the U.S. Bankruptcy Court for the District of Connecticut its latest disclosure statement, which explains its proposed plan to exit Chapter 11 protection. The latest restructuring plan contains an additional provision on the payment of fees of the Office of the U.S. Trustee, the Justice Department's bankruptcy watchdog, according to the disclosure statement filed on Feb. 23. According to the document, the statutory fees that maybe due to the agency will be paid upon confirmation of the plan and that the amount is estimated to be $5,000. The final amount will be determined prior to distribution and will be paid at the time of distribution. The U.S. trustee had earlier filed an objection to the disclosure statement, which sets forth an unpaid balance for fees in the amount of $14,625. This amount is subject to change based upon the reports that will be filed and the appropriate adjustment to the distribution will be made when the final amount is calculated, according to the latest disclosure statement. A copy of the third amended disclosure statement is available for free at: https://is.gd/HYYX4r About ConnTech Products Corp. ConnTech Products Corporation originally commenced its business operations in Oct. 30, 1973. It provided manufacturing and machined components for products in the medical, military, aerospace, firearms and commercial industries. The Debtor's involvement with customers ranged from design, development, engineering, machining of parts and assembly of finished products. The Debtor operated for years out of its facility located at 248 Sandbank road, Cheshire, Connecticut. In 2011, the Debtor was contacted by Colt Manufacturing to produce certain components for its firearm business. The Debtor needed to expand its manufacturing and business operations in its present location. The initial Colt contract was for approximately $3.5 million a year. Expansion was funded by loans from TD Bank, N.A. In December 2014, Colt Manufacturing ceased its business relationship with the Debtor. The Debtor filed a voluntary Chapter 11 petition (Bankr. D. Conn. Case No. 15-30397) on March 19, 2015. The petition was signed by Mark S. Fenney, president. The Hon. Julie A. Manning oversees the case. Neil Crane, Esq., at the Law Offices of Neil Crane, LLC, serves as counsel to the Debtor. The Debtor estimated assets of $1 million to $10 million and liabilities of $500,000 to $1 million. CPI HOLDCO: S&P Assigns 'B' CCR; Outlook Stable ----------------------------------------------- S&P Global Ratings assigned its 'B' corporate credit rating to CPI Holdco LLC. The outlook is stable. CPI Holdco LLC, a Vernon Hills, Ill.-based manufacturer and distributor of laboratory equipment, instruments, and products, is being acquired by the financial sponsor Golden Gate Capital in a debt-financed transaction. Following the transaction, S&P expects that the company's leverage will remain above 7.0x for the next two years, up from 5.9x for the last-12-months (LTM) period ending Sept. 30, 2016. At the same time, S&P assigned a 'B' issue-level rating with a '3' recovery rating to the new $450 million first-lien credit facility, which includes a $40 million revolving credit facility that is expected to be undrawn at close. The '3' recovery rating reflects S&P's expectation for meaningful (50%-70%; rounded estimate: 60%) recovery in the event of a payment default. S&P also assigned a 'CCC+' issue-level rating with a '6' recovery rating to the new $180 million second-lien credit facility. The '6' recovery rating reflects S&P's expectation for negligible (0%-10%; rounded estimate: 5%) recovery in the event of a payment default. Upon closing of the transaction, the existing CCR and issue-level ratings on CPI Buyer LLC will be withdrawn. "Our 'B' corporate credit rating on CPI Holdco LLC reflects its relatively small size, differentiated but narrow business focus, niche position in a space that is dominated by large competitors, and our expectation that leverage will remain high and above 7x for the next two years," said S&P Global Ratings credit analyst Adam Dibe. These factors are only partially offset by CPI's leading market position within its niche space, its above-average profitability, and S&P's expectation of moderate, but steady cash flow generation. CPI is a manufacturer and distributor of laboratory equipment, instruments, and products that cater to research and development (R&D) driven entities across a wide range of industries. The market for laboratory equipment and supplies is fairly fragmented with the two top players occupying a quarter of the market and many smaller manufacturers and distributors servicing the rest. While S&P believes the company holds the leading market position within the low-flow scientific applications niche, its market share of the broad laboratory equipment space remains very limited. The stable rating outlook reflects S&P's expectation that despite mid-single-digit revenue growth and continued margin expansion during the next 12 months, adjusted leverage will be sustained above 7.0x. While S&P projects the company will continue generating moderate cash flow, it don't expect CPI to use it for permanent debt reduction below 5.0x. S&P would consider lowering the rating if the company's operating performance deteriorates and discretionary cash flow generation materially contracts. S&P estimates this could result from a nearly 500-basis-point gross margin contraction and revenue growth below our base case scenario. Such a scenario could materialize if CPI loses its leading market position in the low flow scientific applications space as a result of competitive or technological developments. While highly unlikely over the next 12 months, given high leverage and sponsor ownership, S&P could raise its corporate credit rating on CPI if the company sustains a debt-to-EBITDA ratio below 5.0x and its FFO-to-debt ratio above 12%. An additional prerequisite for an upgrade would be the belief that the financial sponsor is committed to sustaining the company's leverage in that range. CPI INTERNATIONAL: Moody's Revise Outlook to Pos. & Affirms B3 CFR ------------------------------------------------------------------ Moody's Investors Service changed the rating outlook of CPI International, Inc., to positive from negative and affirmed the Corporate Family Rating of B3. Further, as a result of CPI's pending re-capitalization, the debt structure will become more heavily secured, the first lien debt ratings have accordingly been downgraded to B2 from B1. Accordingly, a B2 rating has also been assigned to the planned incremental $127.7 million first lien term loan, with a Caa2 rating assigned to a planned $100 million second lien term loan. Term loan proceeds along with cash on hand will fund redemption of CPI's $215 million unsecured notes, and repay an existing $28 million second lien term loan. RATINGS RATIONALE The pending transaction will alleviate liquidity pressure that CPI faces from existing loan facility provisions that will accelerate if more than 65% of the $215 million unsecured notes due February 2018 continue to be outstanding. The change in rating outlook to positive from negative anticipates that CPI's improved operating profit since mid-2016 should continue across 2017, due to a more favorable US defense budgetary setting and CPI's ongoing commercial end market product initiatives. Annual free cash flow of around $30 million to $35 million seems probable, which would produce strong credit metrics for the rating and should further enhance the liquidity profile. CPI's CFR of B3 reflects high financial leverage, a modest revenue base, with limited but adequate liquidity expected to follow the pending transaction. Pro forma for the re-capitalization, debt to EBITDA on a Moody's adjusted basis will be about 6.0x with EBIT to interest of about 1.6x. The CFR also considers revenue visibility from the large installed base of CPI products combined with the solid profit margin that CPI typically achieves. The company's often sole source product line of microwave, radio frequency, power and control components/subsystems has produced EBITDA margin between 17% to 19% over the past few years despite revenue volatility. Profitability will very likely continue at healthy levels. Steady profit provides sufficient funds from operation to cover capital spending needs and helps reduce the reliance on debt for acquisitions. Longer term, the range of applications using vacuum electronic device based technologies -- a longstanding expertise of CPI -- may lessen, making sustained R&D and investment spending within solid state based product areas likely. The speculative grade liquidity rating of SGL-3, denoting an adequate liquidity profile, has been affirmed. The profile is supported by the modest debt amortization scheduled near-term and the expected lifting of the first lien credit facility's excess cash flow sweep provision for fiscal year 2017. Cash will decline to a low level and revolver borrowing for operational needs will probably be required following the transaction. However the amount of needed revolver borrowing will probably be less than half of the (to become $35 million) commitment level and CPI should possess sufficient covenant headroom. Cash should gradually accumulate, reducing revolver dependence as the year progresses. Further, CPI's unrestricted foreign subsidiaries, which generate a meaningful degree of income, represent a good source of alternate liquidity. Upward rating momentum would depend on steady backlog, debt to EBITDA in the mid 5x range with free cash flow to debt in the high single digit percentage range, and a good liquidity profile. Downward rating pressure would follow debt to EBITDA at 7x or higher, low free cash flow, or a weakening liquidity profile. Rating Actions: -- Corporate Family Rating, Affirmed at B3 -- Probability of Default Rating, Affirmed at B3-PD -- Speculative Grade Liquidity Rating, Affirmed at SGL-3 -- $30 Million Senior Secured Revolving Credit Facility due 2019, Downgraded to B2 (LGD3) from B1 (LGD2) (To be upsized to $35 million upon close of the transaction) -- $310 Million Senior Secured Term Loan due 2021, Downgraded to B2 (LGD3) from B1 (LGD2) -- $127.7 Million Senior Secured First Lien Term Loan due 2021, Assigned at B2 (LGD3) -- $100 Million Senior Secured Second Lien Term Loan due 2022, Assigned at Caa2 (LGD6) -- Outlook, Changed to Positive from Negative CPI International, Inc. is a direct holding company subsidiary of CPI International Holding Corp. CPI, through its operating subsidiaries, manufactures and distributes vacuum electron devices and related equipment for defense and commercial applications requiring high power and/or high frequency energy generation. CPI is indirectly owned by affiliates of Veritas Capital Management, LLC. Sales for the 12 months ended December 31, 2016 totaled $499 million. The principal methodology used in these ratings was Global Aerospace and Defense Industry published in April 2014. CREEKSIDE CANCER CARE: Hearing on Cash Collateral Use on March 3 ---------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Colorado will hold a hearing on March 3, 2017, at 9:30 a.m. to consider the approval of Creekside Cancer Care, LLC's request for authorization to use cash collateral until June 30, 2017, to fund the Debtor's ordinary course operations, including rent, payroll, and utilities, in accordance with the budget. On Feb. 10, 2017, the Debtor sought the Court's permission to use of cash collateral on a final basis and providing adequate protection to properly perfected secured creditors. The Debtor is proposing that, in exchange of using the cash collateral, it will grant replacement liens to the Debtor's secured creditors in accordance with their relative priorities. The Debtor is also asking the Court to authorize the Debtor to make adequate protection payments to secured lender MidFirst Bank. A copy of the cash collateral motion is available at: http://bankrupt.com/misc/cob16-21943-10.pdf These entities have security interests in the cash collateral: MidFirst; CLS; NorthEast Bank; LiftForward. These entities may also assert an interest in the cash collateral: AccuRay and Byline. As reported by the Troubled Company Reporter on Jan. 27, 2017, the Court entered a second interim order, authorizing the Debtor to use cash collateral on an interim basis through a final hearing scheduled for Feb. 10, 2017. About Creekside Cancer Care Creekside Cancer Care, LLC, filed a Chapter 11 petition (Bankr. D. Colo. Case No. 16-21943) on Dec. 9, 2016. The petition was signed by Charles Kelley Simpson, sole member. The Debtor is represented by Steven E. Abelman, Esq., Samuel M. Kidder, Esq., and Michael J. Pankow, Esq., at Brownstein Hyatt Farber Schreck, LLP. The Debtor estimated assets and liabilities at $1 million to $10 million. The Debtor is engaged in the business as a cancer care and treatment center. The Debtor provides a range of non-invasive radiation therapy treatment options to its patients. The Debtor is based in Lafayette, CO. DACCO TRANSMISSION: Unsecureds to Get Pro Rata Share of $500,000 ---------------------------------------------------------------- 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 dated Feb. 21, 2017. Class 4A Electing Ordinary Course General Unsecured Claim -- estimated at $9,300,000 -- is unimpaired under the Plan. The legal, equitable, and contractual rights of holders of Electing Ordinary Course General Unsecured Claims are unaltered by the Plan. On and after the Effective Date, the Reorganized Debtors will pay each Electing Allowed Ordinary Course General Unsecured Claim in the ordinary course of business. Class 4B Other General Unsecured Claims -- estimated at $13,400,000 -- are impaired by the Plan. Except to the extent that a holder of an Other General Unsecured Claim agrees to different treatment, on and after the Effective Date, all holders of Other General Unsecured. The claims will receive their pro rata share of $500,000. There can be no assurance that the Reorganized Debtors' business will generate sufficient cash flow from operations or that future borrowings will be available in an amount sufficient to enable the Reorganized Debtors to pay their indebtedness or to fund other liquidity needs. As reported by the Troubled Company Reporter on Dec. 6, 2016, the Speedstar Holding, Transtar Holding, and their affiliated debtors, filed with the Court a disclosure statement referring to the Debtors' prepackaged plan. Under that plan, Class 4 General Unsecured Claims will receive their pro rata share of $500,000. A hearing to consider confirmation of the Plan was rescheduled from its original date of Jan. 24, 2017, to March 8, 2017. The Confirmation Hearing is expected to be rescheduled again to March 21, 2017, and a new notice will be provided of this date, the Debtors said. 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. DR. MARCEL GEGATI: U.S. Trustee Unable to Appoint Committee ----------------------------------------------------------- An official committee of unsecured creditors has not yet been appointed in the Chapter 11 cases of Dr. Marcel B. Gegati, P.A. and Gegati Real Estate, LLC, as of March 1, according to a court docket. Dr. Marcel B. Gegati, P.A., and Gegati Real Estate, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case Nos. 16-26559 and 16-26560) on December 14, 2016. The petitions were signed by Marcel Gegati, manager of Gegati Real Estate. At the time of the filing, Dr. Marcel estimated assets of less than $50,000 and liabilities of less than $1 million. Gegati Real Estate estimated assets and liabilities of less than $500,000. DYNACAST INT'L: Moody's Affirms B2 Corporate Family Rating ---------------------------------------------------------- Moody's Investors Service affirmed all of Dynacast International LLC's debt ratings including its Corporate Family Rating (CFR) at B2 and Probability of Default Rating at B2-PD. Concurrently, Dynacast's first lien senior secured revolver and term loan were affirmed at B1 and second lien senior secured term loan was affirmed at Caa1. These actions follow the company's plan to acquire Signicast LLC, a U.S.-based manufacturer of precision investment cast parts, in a largely debt funded transaction for $375 million, anticipated to close in the first quarter of 2017. The ratings outlook was changed to negative. Moody's took the following rating actions: Corporate Family Rating, affirmed at B2 Probability of Default Rating, affirmed at B2-PD $75 million (upsized from $50 million) senior secured first lien revolving credit facility due 2020, affirmed at B1 (LGD3) $855 million (upsized from $575 million) senior secured first lien term loan due 2022, affirmed at B1 (LGD3) $220 million (upsized from $170 million) senior secured second lien term loan due 2023, affirmed at Caa1 (LGD5) Outlook, changed to Negative from Stable RATINGS RATIONALE Dynacast's B2 CFR reflects the expectation that leverage will improve over the intermediate term and that the acquisitions the company has been undertaking will favorably increase the company's revenue scale and add to the company's small parts manufacturing capabilities. The ratings anticipate that synergies and debt reduction expected to be realized over the next twelve to eighteen months will support a leverage profile in line with the B2 CFR. The company has good geographic diversity with revenue balanced among customers spanning North America, Asia, and Europe. The ratings also consider the highly cyclical nature of the company's global automotive and consumer electronics businesses. Dynacast's current end markets are diverse but with meaningful segment concentration in automotive and consumer electronics. The proposed acquisition should positively lower concentration in these areas. Due to the significant amount of sales generated abroad, foreign currency risk is an ongoing consideration. Dynacast is changing its business profile somewhat with the acquisition of Signicast. The acquisition would expand Dynacast's business into end-markets spanning recreational vehicle and sporting goods to fluid technology and lawn & garden. At the same time, Signicast does experience a degree of variability in operating results from year to year due to its exposure to several end-markets. In addition, Moody's believes that although there are synergies that could be attained through the combination of the businesses, particularly on the revenue side as the proposed acquisition would enhance and diversify the company's customer base, there could be a level of acquisition integration risk. The integration risk is based on the size of the acquisition and exposure to certain end-markets that the company does not currently participate in. The company's pace of acquisition activity over the last year inclusive of this acquisition has accelerated. Positively, the acquisitions the company has made over the last year including Signicast are increasing the company's revenue base by roughly one-third to approximately $900 million from its revenue base of about $650 million. The ratings incorporate the assumption that the company will not enter into another meaningfully-sized acquisition before substantially restoring it credit metrics to pre-acquisition levels. Moody's expects the company will use part of its free cash flow generation to repay acquisition-related debt. The negative outlook incorporates the higher debt levels being incurred to fund the Signicast acquisition and the relatively short time since adding incremental debt to finance recent bolt-on acquisitions. The proposed refinancing adds an additional $330 million of funded debt to the aforementioned $45 million first lien incremental term loan undertaken in mid-2016. Pro forma for the proposed acquisition of Signicast, the company's estimated pro forma fiscal 2016 debt/EBITDA approximates 6.0x (including Moody's standard adjustments) bringing credit metrics towards the weaker end of the B2 range. However, the ratings affirmation anticipates that the company will reduce leverage to the low to mid-5.0x level within the next twelve to eighteen months. Maintaining their adequate liquidity profile characterized by consistent free cash flow generation and revolver availability is important to alleviate any downwards ratings pressure. Factors that could lead to a downgrade of the ratings include complications in the integration of acquisitions or additional debt financed acquisitions which increase leverage. A meaningful weakening of the company's organic revenue growth and/or lower EBITDA margins could pressure the rating downward. Moreover, debt to EBITDA of over 5.75 times sustained for a material length of time without expectations for improvement or a decline in interest coverage below 2 times could also exert downward pressure on the rating. The absence of another sizable debt financed acquisition while the company integrates Signicast and recent bolt-acquisitions while using free cash flow generation to reduce debt levels could lead to a stabilization of the ratings outlook. Although unlikely over the near-term, ratings could be upgraded if the company organically grows its top line while improving its margin profile and strengthening its liquidity profile through reducing debt levels and increasing free cash flow generation. The ratings could be upgraded if EBITDA to interest coverage improves to over 3.5 times and leverage under 3.75 times, both on a sustained and improving basis. The principal methodology used in these ratings was Global Manufacturing Companies published in July 2014. Dynacast, headquartered in Charlotte, North Carolina, is a global manufacturer of small engineered precision die cast components. Annual revenues approximate $650 to $680 million. Dynacast is owned by Partners Group, Kenner & Company and American Industrial Partners.Pro forma for the acquisition of Wisconsin-based Signicast, annual revenues exceed $900 million. DYNACAST INTERNATIONAL: S&P Affirms 'B' CCR; Outlook Stable ----------------------------------------------------------- S&P Global Ratings said that it has affirmed its 'B' corporate credit rating on Dynacast International LLC. The outlook is stable. At the same time, S&P affirmed its 'B' issue-level rating on the company's existing first-lien term loan due 2022. The '3' recovery rating remains unchanged, indicating S&P's expectation for meaningful (50%-70%, rounded estimate: 55%) recovery in the event of a payment default. Additionally, S&P affirmed its 'B-' issue-level rating on the company's second-lien term loan due 2023. The '5' recovery rating remains unchanged, indicating S&P's expectation for modest (10%-30%, rounded estimate: 15%) recovery in the event of a payment default. Dynacast International LLC has announced that it will acquire Signicast LLC for a total consideration of $375 million (plus anticipated fees). Dynacast plans to fund the transaction with incremental first- and second-lien term debt and additional equity from its private-equity sponsors Partners Group, Kenner and Co., and American Industrial Partners. "We expect that the acquisition will be leverage neutral for Dynacast because we believe that incremental EBITDA from Signicast, along with the continued expansion of the company's margins in its base business, will mostly offset the additional debt used to fund the transaction," said S&P Global credit analyst Tyrell Peebles. Although S&P believes that Dynacast will continue to experience some softness in Asia-Pacific (primarily due to somewhat softer consumer demand for electronics) and continued negative foreign-currency exchange pressures, S&P expects that contributions from Signicast's business, strong demand in the company's automotive end markets, and continued cost efficiencies will enable Dynacast to modestly expand its EBITDA margins to about 20% in 2017 (from an estimated 19% as of the end of 2016). Therefore, S&P expects the combined entity to maintain debt-to-EBITDA in the low-6x area in 2017 before moderately reducing its leverage to the mid-5x area in 2018--primarily through EBITDA growth. The stable outlook on Dynacast reflects S&P's expectation that the company will continue to reduce its leverage over the next 12 months by increasing the revenue and margins of its base business and incorporating the earnings from Signicast's business. S&P expects the company's debt-to-EBITDA to be in the low-6x range in 2017 before improving to the mid-5x area in 2018. S&P could lower its ratings on Dynacast if S&P expects the company's leverage to exceed 6.5x on a sustained basis. This could happen if significant weakness in the company's key end markets or severely depressed demand from its major customers leads to weaker-than-expected top-line performance and margins. In addition, S&P could also lower its ratings on the company if unforeseen integration issues or a larger-than-expected level of debt-funded acquisitions or shareholder returns cause Dynacast to sustain leverage of more than 6.5x. S&P would raise its ratings on Dynacast if the company sustains debt-to-EBITDA of between 5.0x and 5.5x and a FFO-to-debt ratio of more than 12%. S&P would also need to be confident that the company is committed to maintaining its leverage at or below these levels on a sustained basis. ESSAR STEEL: Wants To Enter Into Agreements With Union Steelworkers ------------------------------------------------------------------- Vince Sullivan, writing for Bankruptcy Law360, reports that Essar Steel Minnesota LLC asked the U.S. Bankruptcy Court for the District of Delaware on Feb. 24, 2017, for permission to enter into agreements with the United Steelworkers. Law360 says that the agreements are aimed at stabilizing labor relations as the Debtor moves forward with plans to complete construction of a mine and processing facility. The Debtor, according to the report, said that the union agreements would establish procedures to resolve any future labor conflicts related to the construction of its 7 million-ton-per-year iron mining and pellet processing facility in northern Minnesota. 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. FANOUS JEWELERS: Plan Outline Okayed, Plan Hearing Set for April 5 ------------------------------------------------------------------ The U.S. Bankruptcy Court for the Northern District of Texas will consider approval of the Chapter 11 plan of reorganization of Fanous Jewelers, Inc., at a hearing on April 5. The hearing will be held at 9:30 a.m., at the Courtroom of Judge Stacy Jernigan, 14th Floor, 1100 Commerce Street, in Dallas, Texas. The court will also consider at the hearing the final approval of Fanous Jewelers' disclosure statement, which it conditionally approved on Feb. 22. The order set an April 3 deadline for creditors to file their objections and cast their votes accepting or rejecting the plan. Under the proposed plan, Fanous Jewelers will pay Class 3 non-insider unsecured creditors in full. These creditors will receive a monthly payment of $500 month in 24 months. About Fanous Jewelers Fanous Jewelers, Inc., was started by two brothers, Sam and Emile Fanous in the 1970's. The Debtor's business consists of making custom jewelry for clients. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N. D. Texas Case No. 16-33806) on Sept. 29, 2016. Eric A. Liepins, Esq., at Eric A. Liepins, P.C., serves as the Debtor's bankruptcy counsel. On February 20, 2017, the Debtor filed a Chapter 11 plan of reorganization and disclosure statement. The plan proposes to pay Class 3 non-insider unsecured creditors in full in two years. FORESIGHT ENERGY: Fitch Assigns 'B-' Issuer Default Rating ---------------------------------------------------------- Fitch Ratings has assigned a first-time Long-Term Issuer Default Rating (IDR) of 'B-' to Foresight Energy LP and Foresight Energy LLC. Foresight Energy LLC's new senior secured first lien term loan and new revolving credit facility ratings are 'B+/RR2' and the new second lien notes rating is 'CCC/RR6'. The facilities are to be guaranteed by Foresight Energy LP. A full list of ratings follows at the end of this release. The Rating Outlook is Stable. KEY RATING DRIVERS HIGH FINANCIAL LEVERAGE Total adjusted debt-to-EBITDAR was 5.4x at Dec. 31, 2016 and could increase to 6x in 2017 before dropping below 5x under Fitch's rating case. Borrowings under the new $750 million term loan, $60.6 million intended to be contributed by Murray Energy Corporation in the form of equity, proceeds from new senior secured second lien notes due 2024 and approximately $78 million of cash on hand will be used to repay the existing term loans, repay borrowings under the existing revolver, redeem the current second lien notes and fund the make-whole premiums. MODEST DELEVERAGING The new $750 million term loan has a mandatory pre-payment requirement from excess cash flow at 75% stepping down to 50% beginning in 2018 if the secured leverage ratio is less than 4x but greater than 3x, 25% if the secured leverage ratio is less than or equal to 3x and greater than 1.75x, and 0% if the secured leverage ratio is less than or equal to 1.75x. FAVORABLE OPERATING PROFILE Foresight Energy's mines are low cost, productive longwall operations well located to barge and rail transportation. Operations are concentrated in the Illinois Basin, favored for high heat coal. Labor is not subject to collective bargaining agreements and there are no pension or other post-employment benefit (OPEB) liabilities. The larger mines are relatively recent operations and all mines are underground resulting in modest reclamation obligations. SPOT AND EXPORT MARKETS EXPOSURE The U.S. domestic steam coal industry is in consolidation following a prolonged secular decline in demand (5+ years) brought on by competition from low natural gas prices and regulatory restriction on emissions. Fitch views the industry as stabilizing but another leg down would follow should the federal government or more states regulate carbon emissions. The European and Canadian steam coal markets are in secular decline. Fitch views a strong, priced, contract position as partially offsetting these factors. Foresight Energy has been more active in the export market traditionally but, as the dollar strengthened and prices declined, spot exposure to the domestic market increased leaving earnings more vulnerable to periods of low natural gas prices. Marketing for Foresight Energy coal is effectively combined with Murray Energy coal which adds scale and flexibility but reliance on non-contracted tons remains a concern. For the years ended Dec. 31, 2016, 2015, 2014 and 2013 roughly 17%, 24%, 30% and 33% of tons sold, respectively, was shipped internationally mostly to European customers. RECOVERY ANALYSIS For entities rated 'B+' and below, Fitch estimates the value that would be available to creditors in a default scenario to assign issue ratings. In the case of Foresight Energy, Fitch believes recovery value would be maximized in a going concerned restructuring. Fitch assumes that the sale-lease back of reserves and equipment, the longwall leases, capital leases, and receivables facility have priority over the first lien bank facilities. The $141.9 million Macoupin sale-leaseback is recourse to Macoupin and not recourse to Foresight Energy LP or any of its other subsidiaries. The $50 million Sugar Camp sale-leaseback is recourse to Sugar Camp and Foresight Energy LP has a limited declining commercial guaranty in an amount less than $15 million. Fitch assumes the revolver would be fully drawn and that the receivables facility would be 50% drawn. The enterprise value (EV) multiple assumption is 4.5x which is consistent with distressed coal EV multiples over the last down-cycle. The distressed EBITDA assumption of $244 million is consistent with stress analysis and compares at 80% of the latest 12 months (LTM) Sept. 30, 2016 EBITDA. Fitch's analysis shows full recovery of the leases and securitizations, 71% recovery of the first lien facilities, and 0% recovery of the second lien notes. The resulting Recovery Ratings for the first lien facilities is 'RR2' which results in issue ratings two notches up from the IDR. The resulting Recovery Ratings for the second lien notes is 'RR6' which results in issue ratings two notches down from the IDR. KEY ASSUMPTIONS Fitch's key assumptions within the rating case for Foresight Energy include: -- Modest volume recovery from a cyclical low in 2017 and then flat thereafter; -- Pricing improves at about 1% per year; -- Capital expenditures at maintenance levels; -- Hillsboro remains idled; -- The second lien notes are refinanced; and -- No distributions and modest de-levering through excess cash flow pre-payments of the term loan. RATING SENSITIVITIES A positive rating action could occur if total adjusted debt-to-EBITDAR drops below 4x on a sustained basis while free cash flow (FCF) is expect to remain positive on average. A negative rating action could occur if one or all of the following situations arises: -- Liquidity is materially reduced due to covenant restrictions or FCF burn; -- Total adjusted debt/EBITDAR is expected to be sustained at or above 6.5x -- Unfavourable regulations limit/impair the company's ability to effectively operate its mines. LIQUIDITY AND CAPITAL STRUCTURE ADEQUATE LIQUIDITY Pro forma for the refinancing, cash on hand is estimated to be $30.7 million and availability under the $170 million revolver is estimated to be $112 million. Fitch expects the company to generate positive FCF generally in excess of scheduled maturities except for bullet amortizations. The new revolving credit facility is to have a minimum first lien leverage ratio covenant. The new term loan will not have any maintenance covenants. FULL LIST OF RATING ACTIONS Fitch assigns the following ratings Foresight Energy LP -- Issuer Default Rating (IDR) 'B-'. Foresight Energy LLC -- IDR 'B-'; -- $750 million first lien term Loan 'B+/RR2'; -- $170 million first lien revolving credit facility 'B+/RR2'; -- Second lien notes 'CCC/RR6'. The Rating Outlook is Stable. FORESIGHT ENERGY: S&P Affirms 'B-' CCR & Revises Outlook to Stable ------------------------------------------------------------------ S&P Global Ratings said it affirmed its 'B-' corporate credit rating on Foresight Energy L.P. The rating outlook is revised to stable from negative. At the same time, S&P assigned its 'B' issue-level rating to Foresight's new $750 million first-lien term loan due in 2022 and $170 million revolving credit facility due 2021 and S&P's 'CCC' issue-level rating to the company's new $500 million second-lien notes due in 2024. The recovery rating on the first-lien term loan and revolving credit facility is '2', indicating a substantial (70%-90%, rounded estimate: 80%) recovery in the event of default. The recovery rating on the second-lien notes is '6', indicating negligible (0%-10%, rounded estimate: 0%) recovery in the event of a default. The borrower is Foresight Energy LLC. The new debt includes a $170 million cash flow revolving credit facility, a $750 million first-lien secured term loan and $500 million in second-lien notes with proceeds used to refinance approximately $1.4 billion of existing debt. Additionally, S&P expects Murray Energy to contribute $60 million of cash equity in the transaction as well as exercise a $15 million option which, which will increase its ownership in FEGP to 80% from 34%. "The stable outlook reflects our expectation that Foresight will operate at an adjusted debt to EBITDA of just under 5x in the next 12 months and continue to decline beyond 2017," said S&P Global Ratings credit analyst Vania Dimova. "We expect the company to improve its EBITDA generation from export sales." S&P could lower the rating if the adjusted leverage increases above 8x on sustained basis or liquidity deteriorates materially to the point that S&P thinks the company is unable to cover its fixed charges in the next 12 months. Under S&P's group rating methodology (GRM), the stand-alone credit profile (SACP) is capped at the group credit profile (GCP). S&P could upgrade Foresight if its GCP improves above B-. This could happen if the group improves credit measures, including sustaining debt leverage approaching 5x. FRONTIER COMMUNICATIONS: S&P Lowers CCR to 'B+' on Weak Results --------------------------------------------------------------- S&P Global Ratings said that it lowered its corporate credit rating and senior unsecured debt rating to 'B+' from 'BB-' on Norwalk, Conn.-based incumbent telephone provider Frontier Communications Corp. The outlook is stable. At the same time, S&P assigned a 'BB' issue-level rating and '1' recovery rating to the company's new $850 million senior secured revolving credit facility due in 2022. The '1' recovery rating indicates S&P's expectation for very high (90%-100%, rounded estimate: 95%) recovery in the event of payment default. The new revolver replaces the company's existing $750 million revolver that was scheduled to mature in 2018. S&P also affirmed the issue-level rating on the Frontier's existing secured debt at 'BB' and revised the recovery rating to '1' from '2'. The new revolver along with Frontier's existing secured debt will be secured by a pledge of stock of subsidiaries that represent about 60% of consolidated EBITDA. Previously, the secured debt was only granted a pledge of stock in Frontier North, which accounted for about 15% of total EBITDA. As a result, S&P is revising the recovery rating on this debt to '1' from '2' and affirming the issue-level rating. Finally, S&P lowered these ratings to 'BB' from 'BB+' while maintaining the recovery ratings at '1': -- Frontier North's $200 million of 6.73% debentures due in 2028; -- Frontier West Virginia's $50 million of 8.40% debentures due in 2029; -- Verizon California's $200 million of 6.75% debentures due in 2027; -- Verizon Florida's $300 million of 6.86% debentures due in 2028; and -- GTE Southwest's $100 million of 8.5% first mortgage bonds due in 2031. All ratings are off CreditWatch where S&P placed them with negative implications on Nov. 4, 2016. The downgrade reflects S&P's view that Frontier will be challenged to meaningfully improve operating and financial performance in 2017 following disappointing results in 2016 due to declining revenue from the acquired properties from Verizon, which closed in the first quarter of 2016. The lower revenue was the result of higher customer churn due to confusion in customer billing and service disruptions, as well as lower gross subscriber additions. Frontier has implemented some cost-reduction initiatives and is expecting to achieve about $1.6 billion of annual run-rate synergies from the acquisition, more than three-quarters of which will be realized by the end of the first quarter of 2017. Still, expense reductions and synergies are not likely to be sufficient to offset continued weak operating performance, in S&P's view. As such, S&P expects leverage to be in the mid-4x area in 2017, rising to the high-4x area in 2018. While the company should generate sufficient free operating cash flow (FOCF) to support its annual common dividend of about $500 million, which will increase to over $600 million once the mandatory convertible preferred stock converts to common equity, S&P believes the dividend limits the company's ability to bolster its liquidity and reduce debt longer-term given the difficult business environment. During the fourth quarter of 2016, Frontier's total revenue declined 4.6% sequentially, although excluding the impact of account cleanups from the acquisition that were from nonpaying customers, total revenue dropped about 2.8%. The lower revenue was primarily driven by residential disconnects in the CTF markets although sales in the legacy markets also declined about 2.3% from the prior quarter due to disruptions from integration activities. Even after adjusting for the account cleanups, operating trends remain weak. The company lost about 65,000 broadband subscribers and another 64,000 FiOS video subscribers in the CTF markets during the fourth quarter of 2016. While trends improved modestly from prior quarters and it appears Frontier is addressing some of the network, billing, and customer service issues that plagued it recently, S&P believes the company will be challenged to fully stabilize its subscriber base in these service areas in 2017. Moreover, integration activities and management distractions have affected results in the legacy markets as well, including the loss of about 7,500 broadband and 3,600 video subscribers during the quarter. S&P's ratings on Frontier reflect the intense competitive pressures from cable providers for residential and small business customers, and from the wireless carriers for residential customers, our expectation for ongoing integration challenges from the acquisition of the Verizon properties in CTF, a deteriorating market position, and ongoing secular declines of its core wireline business. Partial mitigating factors include Frontier's large scale, healthy EBITDA margins, and some growth potential from expanding its fiber network infrastructure into markets that do not have fiber-based broadband and video. S&P's base case forecast includes these assumptions: -- Revenue in the legacy markets declines around 3%-5% in 2017 with moderating revenue declines thereafter. The lower revenue is primarily due to residential voice access line and broadband customer losses as well as lower average revenue per customer (ARPC). -- Total revenue in the CTF markets declines at least 7% in 2017 due to continued integration challenges and account cleanup activity in the first quarter of 2017. S&P expects some revenue trend improvements in 2018 and 2019 because of fiber based broadband and video customer growth improvement combined with fiber network expansion activity, which will enable Frontier to offer faster broadband speeds to customers. Modest EBITDA margin compression in 2017 and 2018 to the high-30% area as operating cost synergies are partially offset by a mix shift to the lower margin video business. S&P expects margins to decline to the mid-30% area longer term. Capital expenditure of about 12%-14% of total revenue driven by network upgrade and fiber expansion activity. Based on these assumptions, S&P expects that adjusted debt to EBITDA will be in the mid-4x area in 2017, rising to the high-4x area in 2018 and 2019. S&P also expects that FOCF to debt will be around 5%-7%. S&P views Frontier's liquidity as adequate. S&P expects sources to exceed uses by over 1.4x over the next 12 months and for net sources to remain positive, even with a 15% decline in forecasted EBITDA. Moreover, the adequate liquidity assessment is supported by the company's manageable debt maturities over the next few years. Sources of liquidity: -- Cash of $522 million as of Dec. 31, 2016; -- Full availability under the $850 million senior secured revolving credit facility due in 2022; and -- Funds from operations of around $2.1 million-$2.3 billion in 2018. Uses of liquidity: -- About $363 million of debt maturing in 2017; -- About $1 billion-$1.3 billion of capital expenditures in 2017; and -- Common and preferred dividends of about $700 million. The bank credit facility has a 5.25x net leverage covenant, which steps down to 5x on June 30, 2018. S&P believes the company should have cushion under the covenant of at least 20% over the next 12 months. The rating outlook is stable and reflects S&P's view that 2017 will be another challenging year as Frontier continues to integrate the acquired assets while reducing the rate of subscriber losses in the CTF properties. Still, S&P believes that cost synergies should provide some margin stability and enable the company to maintain leverage in the mid-4x area although if Frontier is unable to improve operating trends in the CTF markets, credit metrics will likely deteriorate longer-term. S&P could lower the rating if declining revenue and EBITDA pushed leverage above 5.5x. S&P believes this could happen if operating and financial performance in the CTF markets deteriorated more than S&P's current base case forecast due to higher churn, lower gross subscriber additions, and declining ARPC. Alternatively, if cash flow metrics deteriorate and the company does not take measures such that discretionary cash flow (DCF) to debt is maintained comfortably above 2%, S&P could lower the rating. Although unlikely over the next year, S&P could raise the rating if it believed that the company could maintain leverage of less than 4.5x on a sustained basis while improving its liquidity position. This is most likely to occur if Frontier is able to stabilize customer trends in the CTF markets while driving subscriber improvement in the legacy markets. GAGE COUNTY, NE: Faces $30M Judgment, On the Brink of Bankruptcy ---------------------------------------------------------------- The American Bankruptcy Institute, citing Grant Schulte of The Associated Press, reported that Gage County, in Nebraska, is facing a $30 million judgment that it can't possibly pay. According to The Associated Press, the county's problems stem from the horrific rape and killing of 68-year-old Helen Wilson in 1985 and the conviction months later of three men and three women who spent decades in prison before DNA evidence exonerated them and implicated an Oklahoma man who died in 1992. Those wrongly convicted filed a federal lawsuit claiming investigators recklessly worked to close the case despite contradictory evidence, and last July, a federal jury awarded them $28.1 million, plus additional money for attorney fees, the AP report related. Unless the verdict is tossed out on appeal, which experts say is unlikely, the county will be ordered to immediately pay the $30 million, the report further related. Farmers and small town residents of the county found themselves on the brink of a rare public bankruptcy, and wondering about possibly selling off the county's road equipment, public buildings and few other assets to pay down the debt, the report said. The report noted that the rural county of 22,000 residents only collects $8 million in taxes a year. Bankruptcy is "definitely an option on the table," Myron Dorn, the county board's chairman, told the AP, but it's not clear how that would work. GOLF SUPPLY: Duane Morris to Auction Collateral on March 7 ---------------------------------------------------------- SCM Specialty Finance Opportunities Fund LP will appear at the offices of Duane Morris LLP, 865 South Figueroa Street, 3100, Los Angeles, California, on March 7, 2017, at 10:00 a.m. (Pacific Time), and will offer for sale at public auction, pursuant to the Uniform Commercial Code, the collateral of Golf Supply House USA Inc., on account of the indebtedness owed from the Debtor to SCM Specialty. If you wish to attend the sale, please contact counsel to the secured party: Matthew A. Olins, Esq. Duane Morris LLP 190 South LaSalle Street, Suite 3700 Chicago, IL 60603 Tel: (312) 499-6762 Fax: +1 312 277 9564 E-mail: maolins@duanemorris.com The collateral for sale consists of all of the Debtor's assets, other than its equipment, and included, without limitation all of the Debtor's right, title and interest: a) all of the Debtor's goods, accounts, inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, general intangibles, commercial tort claims, documents, instruments, cash, deposit accounts, securities accounts, letter of credit rights, securities, and all other investment property, supporting obligations, financial assets, and one 2006 Biess Model Rover B4-40 FT-K CNC Machine SN 62931 CW RA 3005 D09 222 Vacuum Pump, wherever located; b) all of the Debtor's books and records relating to any of the foregoing; and c) any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. The sale will be held pursuant to the UCC and will be subject to, without limitation, these terms and conditions, among other things: 1) any prospective purchase who is the highest and best bidder, other than the secured party, will be required to pay 20% of the amount of the winning bid to the secured party at the conclusion of the sale in the form of a cashier's check, with the balance of the winning bid payable to the secured party within 48 hours of the conclusion of the sale in the form of a wire transfer of immediately available funds; 2) The purchase price will not include any applicable foreign, federal, state or local taxes. The amount of any applicable foreign, federal, state or local taxes payable or paid by or assessed against the highest bidder at public sale contemplated herein will be paid by the highest bidder; 3) The highest and best bidder will be determined by the secured party in its sole and absolute discretion; 4) The collateral will be sold subject to all existing liens senior to that of the lender, outstanding taxes and special assessments, if any; 5) The collateral will be sold on "as is, where is" basis, with all faults, without recourse, and without any express or implied representations or warranties whatsoever, including without limitation, condition of the tile, possession, quite enjoyment, value or quality of the collateral. Golf Supply House -- http://www.golfsupplyhouse.com-- provides golf products and equipment for driving ranges and golf courses. GROUP MIDLAND: Has Interim Approval to Use PBB Cash Collateral -------------------------------------------------------------- Judge Tony M. Davis of the U.S. Bankruptcy Court for the Western District of Texas authorized Group Midland Hotels, LLC, to use the cash collateral of Pacific Premier Bank on an interim basis. The Debtor is authorized to collect and receive all cash funds, and by the third week of each month, and was directed to provide Pacific Premier's counsel an accounting of all cash funds received and a variance report detailing any variance from line items in the Budget for the prior two-week period. The approved February 2017 Budget provides total expenses in the aggregate sum of $40,859. Pacific Premier was granted valid, binding, enforceable, and automatically perfected replacement liens in the same priority and covering the same collateral as Pacific Premier's prepetition liens on all currently owned or hereafter acquired property and assets of the Debtor including all proceeds, products, rents and profits thereof. Such replacement liens will serve as adequate protection of the security interest of Pacific Premier, in that certain real property commonly known as 2500 Commerce Drive, Midland, TX, 79703 including personal property securing the Debtor's obligations to Pacific Premier. In addition, Pacific Premier was granted a superpriority administrative priority claim to secure any such diminution in value of Pacific Premier's interest in the Prepetition Collateral resulting from the Debtor's use of Cash Collateral. The Debtor is directed to timely pay all postpetition taxes to the appropriate taxing authority and file appropriate tax returns and to continue to maintain, with financially sound and reputable insurance companies, insurance of the kind, covering the Collateral, covering such risks and in amounts as will at all times be reasonable satisfactory to Pacific Premier and at all times name Pacific Premier as a loss payee. A full-text copy of the Agreed Interim Order, dated Feb. 23, 2017, is available at https://is.gd/n0zgYB About Group Midland Hotels Group Midland Hotels, LLC, operates a hotel formerly known as Travelodge located in Midland, Texas. Group Midland Hotels filed a Chapter 11 petition (Bankr. W.D. Tex. Case No. 17-70021), on Feb. 6, 2017. The petition was signed by Chetna Hira, managing member. The case is assigned to Judge Tony M. Davis. At the time of filing, the Debtor had both assets and liabilities estimated to be between $1 million to $10 million each. The Debtor is represented by Joyce W. Lindauer, Esq. at Joyce W. Lindauer Attorney, PLLC. No request has been made for the appointment of a trustee or examiner and no official committee has yet been appointed. HAIN CELESTIAL: Receives Lender Waiver & Credit Facility Extension ------------------------------------------------------------------ The Hain Celestial Group, Inc., an organic and natural products company with operations in North America, Europe and India providing consumers with A Healthier Way of Life(TM), on Feb. 27, 2017, disclosed that it has received a waiver and extension of certain obligations under its unsecured credit facility from its lenders until May 30, 2017. This relates to the delivery of certain financial information under the credit facility including the Company's audited financial statements for its fiscal year 2016 as well as the financial statements for the first and second quarters of fiscal year 2017. This will allow the Company to be compliant with its reporting obligations while it works to complete the filing of its Annual Report on Form 10-K for its fiscal year ended June 30, 2016 as well as its Quarterly Reports on Form 10-Q for the periods ended September 30, 2016 and December 31, 2016. "We are pleased to continue to receive the support of our bank group led by Bank of America Merrill Lynch and Wells Fargo in securing this waiver and extension as we move toward a conclusion in our reporting process," commented Irwin D. Simon, Founder, President and Chief Executive Officer of Hain Celestial. "We appreciate the continued confidence of the bank group in the Company, as we have a solid financial platform with operating flexibility including working and acquisition capital to support our strategic growth initiatives." As of December 31, 2016 there was $790 million in borrowings under the credit facility, and the Company had $157 million in cash from its worldwide operations. About The Hain Celestial Group Headquartered in Lake Success, NY, The Hain Celestial Group -- http://www.hain.com/-- is an organic and natural products company with operations in North America, Europe and India. Hain Celestial participates in many natural categories with well-known brands that include Celestial Seasonings(R), Earth's Best(R), Ella's Kitchen(R), Terra(R), Garden of Eatin'(R), Sensible Portions(R), Health Valley(R), Arrowhead Mills(R), MaraNatha(R), SunSpire(R), DeBoles(R), Casbah(R), Rudi's Organic Bakery(R), Hain Pure Foods(R), Spectrum(R), Spectrum Essentials(R), Imagine(R), Almond Dream(R), Rice Dream(R), Soy Dream(R), WestSoy(R), The Greek Gods(R), BluePrint(R), FreeBird(R), Plainville Farms(R), Empire(R), Kosher Valley(R), Yves Veggie Cuisine(R), Europe's Best(R), Cully & Sully(R), New Covent Garden Soup Co.(R), Johnson's Juice Co.(R), Farmhouse Fare(R), Hartley's(R), Sun-Pat(R), Gale's(R), Robertson's(R), Frank Cooper's(R), Linda McCartney(R), Lima(R), Danival(R), Happy(R), Joya(R), Natumi(R), GG UniqueFiber(R), Tilda(R), JASON(R), Avalon Organics(R), Alba Botanica(R), Live Clean(R) and Queen Helene(R). Hain Celestial has been providing A Healthier Way of Life(TM) since 1993. HANJIN SHIPPING: Creditors Fighting Over Sale of Shipping Container ------------------------------------------------------------------- Erica E. Phillips, writing for The Wall Street Journal, reported that following a declaration by a Seoul court that Hanjin Shipping Co. is bankrupt, attorneys for a handful of the shipping company's creditors asked for permission from a New Jersey bankruptcy court to foreclose on the container assets and sell them. According to the Journal, the Seoul court declared Hanjin bankrupt and ordered the firm's liquidation, bringing about the final chapter of the ocean-shipping industry's largest-ever collapse. All that remains of Hanjin will be liquidated, including ships, stakes in seaport terminals and other assets such as its containers, the report said. The request came days after Maher Terminals LLC, which runs one of the Port Authority of New York and New Jersey's marine terminals, said in a court filing that Hanjin owes more than $3 million in penalties and storage fees on 256 containers clogging up the terminal's docks, the report related. The presence of those containers "causes a severe backlog and limits the space available within the Maher Facility (which space is extremely valuable) to offload containers from ships arriving into the port," the Journal said, citing Maher Senior Manager Bradley Sherwin as saying in the court filing. Mr. Sherwin and attorneys for Maher asked for permission to sell the containers, estimating each one would yield at most $1,000 if sold in bulk -- "significantly less than the total Storage Charges owed by Hanjin to Maher," the report further related. That seemed to have gotten the attention of Hanjin's creditors, the Journal said. "Every day that the Banks are delayed from selling the Containers significant storage charges are incurred and the risk that the Containers are sold by the terminals or depots where they are stranded is heightened," they wrote in the court filing, according to the Journal. About Hanjin Shipping Hanjin Shipping Co., Ltd., is mainly engaged in the transportation business through containerships, transportation business through bulk carriers and terminal operation business. The Debtor is a stock-listed corporation with a total of 245,269,947 issued shares (common shares, KRW 5000 per share) and paid-in capital totaling KRW 1,226,349,735,000. Of these shares 33.23% is owned by Korean Air Lines Co., Ltd., 3.08% by Debtor and 0.34% by employee shareholders' association. The Company operates approximately 60 regular lines worldwide, with 140 container or bulk vessels transporting over 100 million tons of cargo per year. It also operates 13 terminals specialized for containers, two distribution centers and six Off Dock Container Yards in major ports and inland areas around the world. The Company is a member of "CKYHE," a global shipping conference and also a partner of "The Alliance," another global shipping conference to be launched in April 2017. Hanjin Shipping listed total current liabilities of KRW 6,028,543 million and total current assets of KRW 6,624,326 million as of June 30, 2016. As a result of the severe lack of liquidity, Hanjin applied to the Seoul Central District Court 6th Bench of Bankruptcy Division for the commencement of rehabilitation under the Debtor Rehabilitation and Bankruptcy Act on Aug. 31, 2016. On the same day, it requested and was granted a general injunction and the preservation of disposition of the Company's assets. The Korean Court's decision to commence the rehabilitation was made on Sept. 1, 2016. Tai-Soo Suk was appointed as the Debtor's custodian. On Sept. 2, 2016, Hanjin Shipping Co. filed in the U.S. a voluntary petition under Chapter 15 of the Bankruptcy Code. The Chapter 15 case is pending in New Jersey (Bankr. D.N.J. Case No. 16-27041) before Judge John K. Sherwood. Cole Schotz P.C. serves as counsel to Tai-Soo Suk, the Chapter 15 petitioner and the duly appointed foreign representative of Hanjin Shipping. HIDALGO INDUSTRIAL: Wants Immediate Access to Cash Collateral ------------------------------------------------------------- Hidalgo Industrial Services, Inc., seeks immediate authorization from the U.S. Bankruptcy Court for the Northern District of Texas to use cash collateral to fund its day-to-day operations. The Debtor's proposed interim cash collateral budget for the period from the Petition Date through March 31, 2017 provides total operating disbursements of approximately $418,049. As of the Petition Date, the Debtor estimates that it owes the Internal Revenue Services approximately $4.5 to $5 million in payroll taxes. The Debtor has been working with the IRS to enter into an installment agreement to pay this tax debt, however, the Debtor and the IRS have been unable to reach an agreement. The Debtor is also indebted to Frost Bank in the aggregate amount of $3.20 million, as of the Petition Date, which is secured by all of the Debtor's accounts and rights to payment, general intangibles, documents of title and instruments. Accordingly, Frost Bank likely asserts a security interest in certain of the Debtor's cash collateral. In addition, the Debtor, Hidalgo Facility Solutions, Inc., Hidalgo Sheet Metal, Inc. and certain additional individual indemnitors entered into an Agreement of Indemnity with Allied World National Assurance Company, whereby Allied World issued payment and performance bonds in connection with certain of the Debtor's construction projects. Subsequently, Allied World filed a suit against the individual indemnitors under the Agreement of Indemnity in the lawsuit styled Allied World National Assurance Company v. Lanny Mooney, et al.; Civil Action No. 4:16-cv-00812-O in the U.S. District Court for the Northern District of Texas, Forth Worth Division, alleging among other things, that Allied World has received $403,443 in claims on the bonds from unpaid laborers and materialmen and faces exposure from a lawsuit seeking $156,005 filed by All-Tex Pipe & Supply, Inc. Accordingly, Allied World may assert a security interest in certain of the cash collateral. The Debtor proposes to grant Frost Bank and the IRS adequate protection in the form of replacement liens upon all categories of property of the Debtor, whether now existing or hereafter acquired or arising, upon which Frost Bank and the IRS held prepetition liens and security interests and all proceeds, rents, products or profits thereof. As between Frost Bank and the IRS, their respective replacement liens will have the same relative priority as did their respective prepetition liens. The Debtor believes that Allied World's security interests in its receivables from the projects as referred to in the Bonds are "out of the money" and, accordingly, Allied World is not entitled to adequate protection. The Debtor submits that Frost Bank's and the IRS' interests will also be adequately protected as the Debtor continues to perform new services, collect accounts receivables, and use the proceeds of the same to acquire new materials, perform new services and pay operating expenses in the course of its operations, thereby creating new cash collateral. A full-text copy of the Debtor's Motion, dated Feb. 26, 2017, is available at https://is.gd/BufHjy Hidalgo Industrial Services, Inc. is represented by: Jeff P. Prostok, Esq. Clarke V. Rogers, Esq. Forshey & Prostok LLP 777 Main St., Suite 1290 Ft. Worth, TX 76102 Telephone: (817) 877-8855 Facsimile: (817) 877-4151 E-mail: jprostok@forsheyprostok.com crogers@forsheyprostok.com About Hidalgo Industrial Services Hidalgo Industrial Services, Inc., is a Texas corporation originally incorporated in 1992. The Debtor offers a full line of construction services such as general construction, mechanical/HVAC, plumbing, process & utility piping, industrial ventilation, excavation, concrete: foundations and site paving, interior finish, structural steel erection. Hidalgo Industrial Services, Inc., filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 17-40735) on Feb. 26, 2017. The Debtor is represented by Jeff P. Prostok, Esq., and Clarke V. Rogers, Esq., at Forshey & Prostok LLP. No creditors' committee has been appointed in the Debtor's case by the U.S. Trustee. Further, no trustee or examiner has been requested or appointed in the Debtor's case. HILTON WORLDWIDE: Moody's Assigns Ba1 Rating to $750MM Term Loan ---------------------------------------------------------------- Moody's Investors Service assigned a Ba1 rating to Hilton Worldwide Finance, LLC's proposed $750 million amendment and extension of its Term Loan B2. Hilton's Ba2 Corporate Family Rating, Ba2-PD Probability of Default Rating, Ba1 Bank Credit Facilities rating, and Ba3 senior unsecured notes rating are unchanged. The rating outlook remains stable. At the same time, Hilton will be re-pricing the $750 million term loan B2 and $3.209 billion term loan B2 to L + 2.0-2.25%. Moody's views the amendment and extension as a credit positive as it will push out the maturity of the $750 million by three years to 2023 from 2020. The amendment will also reduce Hilton's interest expense by approximately $10 million annually. The following ratings were assigned: Proposed $750 million Senior Secured Term Loan B2 due 2023 at Ba1 (LGD 2) Upon successful closing of the amendment and extension, Moody's will withdraw the rating on the $1.0 billion (now paid down to $750 million) term loan due 2020. LGD Adjustment Issuer: Hilton Worldwide Finance, LLC -- $1 Billion Senior Secured Revolving Credit Facility, revised to (LGD2) from (LGD3) -- $3.225 Billion Senior Secured Term Loan B2, Revised to (LGD2) from (LGD3) RATINGS RATIONALE Hilton's Ba2 Corporate Family Rating ("CFR") reflects its large scale (with over 800,000 rooms), its well-recognized brands, and good diversification by geography and industry segment. The rating also acknowledges its moderate leverage and good interest coverage. Pro-forma for the spin-off of the real estate and timeshare businesses, debt to EBITDA was 4.5x at December 31, 2016. Moody's calculates debt to EBITDA as debt plus 5 x rent expense plus under-funded pension liability plus 20% of performance guarantees over EBITDA plus rent expense. Pro-forma EBITA to interest expense is about 3.0 times. Also considered is that Hilton's remaining business will be concentrated in the hotel management and franchise business segment which Moody's views as being less exposed to cyclical downturns given the low capital intensity, high operating margins and level of base management fees of this business segment. The rating is supported by Hilton's very good liquidity as provided by its sizable free cash flow and $1 billion revolving credit facility. The stable outlook acknowledges that Moody's expects Hilton to maintain a balanced financial policy and good liquidity. It also acknowledges that Hilton has put in place a modest dividend in place and will likely use free cash flow towards share repurchases. Ratings could be upgraded should Hilton achieve and maintain debt/EBITDA (Moody's adjusted basis) below 4.25 times and EBITA/interest expense of at least 4.0 times. An upgrade would also require Hilton maintaining a financial policy that supports credit metrics remaining within these levels. Ratings could be lowered should debt/EBITDA likely being sustained above 4.75 times or EBITA to interest expense likely to remain below 3.0 times. Hilton Worldwide Holdings Inc. is a leading hospitality company with over 4,900 managed, franchised, owned and leased hotels, resorts and timeshare properties comprising over 800,000 rooms in 104 countries and territories. Affiliates of The Blackstone Group L.P. own approximately 45.8% of Hilton. Hilton has announced a transaction, expected to close this quarter, in which HNA will acquire a 25% stake from Blackstone. Annual net revenues pro-forma for the spin-offs are $3.3 billion. The principal methodology used in this rating was Business and Consumer Service Industry published in October 2016. HOLOGIC INC: S&P Raises Rating to 'BB+' on Continued Deleveraging ----------------------------------------------------------------- S&P Global Ratings raised its rating on medical device company Hologic Inc. to 'BB+' from 'BB'. The outlook is stable. S&P also raised the issue-level rating on the unsecured debt to 'BB-' from 'B+'. The recovery rating on this debt remains '6', indicating expectations for negligible (0%-10%; rounded estimate: 0%) recovery in a payment default. S&P affirmed its 'BBB-' rating on the secured debt. The recovery rating on this debt remains '1', indicating expectations for very high (90%-100%; rounded estimate: 95%) recovery in a payment default. "Our upgrade of Hologic reflects our increased confidence that the company will maintain adjusted debt leverage between 2x and 3x and funds from operations [FFO] to debt in the range of 30%-45% on a sustained basis," said S&P Global Ratings credit analyst David Kaplan. This confidence is supported by the company persistent prioritization of debt reduction in recent years, and its publicly stated leverage targets, notwithstanding the significantly negative impact from the debt-financed acquisition of Gen-Probe in 2012 under a prior management team. S&P has revised its assessment of financial risk to intermediate (generally consistent with debt leverage in the range of 2x-3x), from significant (generally consistent with debt leverage in the range of 3x-4x). S&P's stable outlook reflects its expectation that Hologic will maintain debt leverage between 2x and 3x over the next two years while continuing to generate substantial free cash flow and modest revenue and EBITDA growth. A downgrade could occur if operating performance meaningfully fell short of S&P's expectations such that adjusted debt leverage would rise above 3x for a sustained period. Rising above this threshold would likely be predicated by a debt-financed acquisition of more than $1 billion, or share repurchases of a similar size over the next two years. S&P considers an upgrade unlikely unless the company was to reduce adjusted debt leverage under 2.0x and S&P believed it would remain at that level on a sustained basis. S&P thinks this scenario is unlikely. HUMBLE SURGICAL: Files For Chapter 11 Bankruptcy Protection ----------------------------------------------------------- Humble Surgical Hospital LLC filed with the U.S. Bankruptcy Court for the Southern District of Texas for Chapter 11 bankruptcy protection on Feb. 24, 2017. Michelle Casady, writing for Bankruptcy Law360, reports that Aetna Life Insurance Co. also asked the district court judge on Feb. 24 to remove the bankruptcy proceedings from bankruptcy court, and urged U.S. District Judge Lynn N. Hughes to exercise his discretion, and preside over the case. Law360 recalls that the Debtor was slapped in December 2016 with a $51.4 million judgment related to accusations that it scammed Aetna Life out of millions by enticing patients to use out-of-network services and paying kickbacks to doctors. Humble Surgical Hospital, LLC, operates as a multi-specialty surgical hospital. It offers surgical services in the areas of ENT, orthopedics, ophthalmology, podiatry, plastics, pain management, chiropractics, spine, and gastroenterology. The company was founded in 2009 and is based in Humble, Texas. ITT EDUCATIONAL: Robins Kaplan Appointed Co-Counsel to Trustee -------------------------------------------------------------- Robins Kaplan LLP on Feb. 27, 2017, disclosed that it has been appointed litigation co-counsel to the Chapter 7 Trustee for ITT Educational Services, Inc. and its affiliated debtors. The firm has been retained in connection with the investigation and prosecution of ITT claims against ITT's former directors and officers (D&O claims). The Trustee selected Robins Kaplan based on the firm's successful record in high-stakes trial practice and in major bankruptcy matters. Robins Kaplan currently serves as counsel to the Corinthian Distribution Trust, established for the benefit of the stakeholders in the bankruptcy cases of Corinthian Colleges, Inc., the largest for-profit post-secondary education provider to file for Chapter 11 reorganization. Robins Kaplan also represented the Official Student's Committee and the Official Corinthian Student Creditors Trust while H. Jeffrey Schwartz, co-chair of Robins Kaplan's Restructuring and Business Bankruptcy Group, served as lead counsel to the Official Committee of Unsecured Creditors of Corinthian Colleges. "Robins Kaplan and its attorneys have demonstrated knowledge in investigating and asserting estate causes of action in the for-profit education sector as demonstrated by the four Corinthian representations," said Mr. Schwartz. "ITT was one of the country's largest for-profit education companies holding a total enterprise value of approximately $5 billion at its peak during the close of the third quarter of 2007. We look forward to working with the Trustee to efficiently and aggressively pursue all D&O claims in an effort to recover stakeholder value." H. Jeffrey Schwartz, as well as Robins Kaplan partners Ronald J. Schutz, chair of the National IP and Technology Litigation Group, managing partner of the New York office, and member of the firm's Executive Board; Michael A. Collyard, founder and chair of the firm's E-Discovery Group; and Richard B. Allyn will lead the engagement with ITT. Robins Kaplan's Restructuring and Business Bankruptcy Group is a national leader in representing debtors and creditors' committees, as well as other constituents, including investors, lenders, and indenture trustees, in corporate restructuring and business bankruptcy cases. About Robins Kaplan LLP Robins Kaplan is among the nation's premier trial law firms, with more than 220 lawyers located in Bismarck, N.D.; Boston; Los Angeles; Minneapolis; Naples, Fla; New York; Silicon Valley; and Sioux Falls, S.D. The firm litigates, mediates, and arbitrates high-stakes, complex disputes, repeatedly earning national recognition. Firm clients include -- as both plaintiffs and defendants -- numerous Fortune 500 corporations, emerging-markets companies, entrepreneurs, and individuals. About ITT Educational ITT Educational Services, Inc., is a proprietary provider of post-secondary degree programs in the United States based on revenue and student enrollment. As of Dec. 31, 2015, ITT was offering: (a) master, bachelor and associate degree programs to approximately 45,000 students at ITT Technical Institute and Daniel Webster College locations; and (b) short-term information technology and business learning solutions for individuals. ITT Educational and its subsidiaries ESI Service Corp. and Daniel Webster College, Inc. ceased operations and commenced bankruptcy proceedings by filing voluntary petitions for relief under Chapter 7 of the Bankruptcy Code (Bankr. S.D. Ind. Case No. 16-07207) on Sept. 16, 2016. JOHN Q. HAMMONS: WICP Buying Lindon Property for $3.2 Million ------------------------------------------------------------- John Q. Hammons Fall 2006, LLC, and its affiliates ask the U.S. Bankruptcy Court for the District of Kansas to authorize the sale of approximately 10.42 acres of undeveloped land located in Lindon, Utah, to WICP West Orem, LLC for $3,200,000. The Debtors in the chapter 11 cases consist of the Revocable Trust of John Q. Hammons, Dated December 28, 1989 as Amended and Restated ("Trust") and 75 of its directly or indirectly wholly owned subsidiaries and affiliates. One of the assets owned by the Trust is the Lindon Property. By order entered Dec. 13, 2016, the Court granted the Debtors' motion to reject a "Sponsor Entity Right of First Refusal Agreement, Dated September 16, 2005 and Agreement and Amendment, Dated December 10, 2008" executed by and among JD Holdings, LLC ("JDH") and the Debtors ("ROFR"). JDH may assert, incorrectly, that the ROFR is an interest in the Lindon Property. Other than the ROFR and any real estate taxes currently owing to Utah County, Utah, there are no liens or other encumbrances on the Lindon Property. Real estate taxes have historically ranged from $75-$100 per year. On Dec. 10, 2016, the Trust received an offer to purchase the Lindon Property from the Purchaser in the amount of $2,723,014. After negotiating with the Purchaser, the Trust and the Purchaser entered into a Real Estate Purchase Contract for Land. Under the terms of the Purchase Agreement, the Purchaser will pay $3,200,000 in cash for the Lindon Property and will pay the fee earned by the Purchaser's real estate broker so that the Trust will receive $3,200,000 less other standard closing costs. The sale will close within 30 days after Court approval. A copy of the Purchase Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/John_Q_Hammons_905_Sales.pdf The Lindon Property is unencumbered by a mortgage or deed of trust. On Jan. 24, 2017, Alvarez & Marsal Real Estate Advisory Services, LLC, prepared an appraisal for the Trust opining that the Lindon Property's value is $2,840,000. Thus, the purchase price exceeds the most recent appraisal by 12.7%. In addition, upon approval by the Court, the sale will occur without the engagement by the Trust of a real estate broker. As a result, the typical broker's fee of 6% (approximately $192,000) will be saved, and consequently, the Trust will receive greater net proceeds than if a broker was involved. In short, the purchase price will generate net sales proceeds well in excess of the appraised value of the Lindon Property. For this reason, the Trust has not engaged, and does not propose to engage, a broker to market the Lindon Property and thereby will avoid the additional cost associated with paying a broker's commission and closing will not be delayed. Based on the forgoing, the Trust submits that the sale of the Lindon Property is in the best interests of the Trust's bankruptcy estate and should be approved. In conjunction therewith, the Trust asks the Court to approve the sale of the Lindon Property to the Purchaser under the terms of the Purchase Agreement free and clear of all claims and interests to include the ROFR. About John Q. Hammons Fall 2006 Springfield, Mo.-based John Q. Hammons Hotels & Resorts (JQH) -- http://www.jqhhotels.com/-- is a private, independent owner and manager of hotels in the United States, representing brands such as: Marriott, Hilton, Embassy Suites by Hilton, Sheraton, IHG, Chateau on the Lake Resort / Spa & Convention Center, and Plaza Hotels Collection. It has portfolio of 35 hotels representing approximately 8,500 guest rooms/suites in 16 states. John Q. Hammons Fall 2006, LLC, and its affiliated debtors filed chapter 11 petitions (Bankr. D. Kan. Case Nos. 16-21139 to 16-21208) on June 26, 2016. The petitions were signed by Greggory D. Groves, vice president. At the time of filing, the Debtors estimated assets at $100 million to $500 million and liabilities at $100 million to $500 million. The Debtors are represented by Mark A. Shaiken, Esq., Mark S. Carder, Esq., and Nicholas Zluticky, Esq., at Stinson Leonard Street LLP. The Debtors' conflicts counsel is Victor F. Weber, Esq., at Merrick Baker and Strauss PC. The Debtors engaged BMC Group, Inc., as their notice, claims, and balloting agent; and Alvarez & Marsal Valuation Services, LLC as appraiser. JOSEPH DETWEILER: Court Dismisses Chapter 11 Case ------------------------------------------------- Judge Russ Kendig of the United States Bankrupty Court for the Northern District of Ohio, Eastern Division dismissed the bankruptcy case captioned IN RE: JOSEPH J. DETWEILER, Debtor, CASE NO. 09-63377 (Bankr. N.D. Ohio), because of the death of the debtor. A Notice of Suggestion of Death for Debtor was filed on September 16, 2016. The parties had agreed that the debtor's Chapter 11 case is no longer feasible as his death rendered him incapable of generating further income to fund the Chapter 11 plan. A full-text copy of Judge Kendig's February 16, 2017 memorandum is available at: http://bankrupt.com/misc/ohnb09-63377-331.pdf About Joseph Detweiler Based in Uniontown, Ohio, Joseph J. Detweiler filed for Chapter 11 protection (Bankr. N.D. Ohio Case No. 09-63377) on Aug. 17, 2009. Anthony J. DeGirolamo, Esq., represents the Debtor. In his petition, the Debtor has $3,669,999 in total assets and $32,913,552 in total debts. KENAN ADVANTAGE: S&P Affirms 'B+' Rating on Sr. Sec. Facilities --------------------------------------------------------------- S&P Global Ratings affirmed its 'B+' issue-level rating on Kenan Advantage Group Inc.'s senior secured credit facilities. The '2' recovery rating on these facilities remains unchanged, indicating S&P's expectation for substantial (70%-90%; rounded estimate: 70%) recovery in the event of a payment default. At the same time, S&P affirmed its 'CCC+' issue-level rating on Kenan's $405 million senior unsecured notes due 2023. The '6' recovery rating on the notes remains unchanged, indicating S&P's expectation for negligible (0%-10%; rounded estimate: 5%) recovery in the event of a payment default. Kenan is planning to issue a $125 million incremental term loan to provide it with funding capacity for its acquisition strategy. This follows the Jan. 31, 2017, expiration of the company's $150 million delayed draw term loan (of which $82 million was drawn). The refinancing transaction will not significantly alter the company's credit metrics, therefore all of S&P's other ratings on Kenan Advantage remain unchanged. S&P's ratings on the company reflect its participation in the highly competitive and capital-intensive trucking industry, a strong position in the delivery of gasoline and certain other liquids, and a substantial debt burden. S&P expects that Kenan will maintain debt leverage of less than 6x. RECOVERY ANALYSIS Key analytical factors -- S&P's simulated default scenario assumes a default in 2020 and is based on reduced delivery volumes from major end markets, which cause pricing pressures that affect the company's revenue, margins, and cash flow. -- S&P has valued the company using an earnings multiple approach and have estimated its emergence EBITDA at approximately $165 million, which--with a 5x multiple--comes to a gross enterprise value of $825 million. Simulated default assumptions -- Simulated year of default: 2020 -- EBITDA at emergence: $165 million -- EBITDA multiple: 5x Simplified waterfall -- Gross enterprise value: $825 million -- Administrative expenses: $41 million -- Net enterprise value: $783 billion -- Valuation split (obligors/nonobligors): 75%/25% -- Value available to secured debt: $718 million -- Secured first-lien debt claims: $1.02 billion -- Recovery expectations: 70%-90% (rounded estimate: 70%) -- Value available to unsecured claims: $65 million -- Total senior unsecured debt and pari passu unsecured claims: $722 million -- Recovery expectations 0%-10% (rounded estimate: 5%) Note: All debt amounts include six months of prepetition interest. Collateral value equals asset pledge from obligors after priority claims plus equity pledge from nonobligors after nonobligor debt. RATINGS LIST Kenan Advantage Group Inc. Corporate Credit Rating B/Stable/-- Ratings Affirmed; Recovery Ratings Unchanged Kenan Advantage Group Inc. Senior Secured Credit Facilities B+ Recovery Rating 2(70%) $405M Sr Unsecd Notes Due 2023 CCC+ Recovery Rating 6(5%) KIMBOB INC: Case Summary & 8 Unsecured Creditors ------------------------------------------------ Debtor: Kimbob, Inc. PO Box 5 Camp Hill, PA 17001 Case No.: 17-00836 Chapter 11 Petition Date: March 1, 2017 Court: United States Bankruptcy Court Middle District of Pennsylvania (Harrisburg) Judge: Hon. Robert N Opel II Debtor's Counsel: Kelly M Walsh, Esq. SCARINGI & SCARINGI, P.C. 2000 Linglestown Road, Ste 106 Harrisburg, PA 17110 Tel: 7176577770 E-mail: kelly@scaringilaw.com Total Assets: $1.47 million Total Liabilities: $1.13 million The petition was signed by Robert M. Mumma, II, president. A copy of the Debtor's list of eight unsecured creditors is available for free at http://bankrupt.com/misc/pamb17-00836.pdf LAPS ENTERPRISES: U.S. Trustee Unable to Appoint Committee ---------------------------------------------------------- An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of LAPS Enterprises USA, LLC as of March 1, according to a court docket. LAPS Enterprises USA, LLC filed a voluntary petition under Chapter 11 of the United States Bankruptcy Court (Bankr. S.D. Fla. Case No. 16-26152) on December 5, 2016. The Debtor is represented by David L. Merrill, Esq. of law firm Merrill PA. As of filing, the debtor estimates less than $1 million assets and liabilities. LEARNING ENHANCEMENT: Sale of Assets to JZA for $630K Approved -------------------------------------------------------------- Judge Jack B. Schmetterer of the U.S. Bankruptcy Court for the Northern District of Illinois authorized the sale by Learning Enhancement Corp. and its affiliates of their tangible and intangible assets to JZA Holdings, Inc., or its designee or assignee, for $630,000. The sale is free and clear of all liens, claims, liabilities, and encumbrances. In accordance with the Bidding Procedures, the Debtors received no bids other than that of JZA and therefore cancelled the proposed auction. In its business judgment, the Debtors determined that JZA was the Successful Bidder, having made the highest and best bid. Notwithstanding Rule 6004(h), the Order will be effective immediately upon entry and the Debtors are authorized to close the transactions contemplated by the Purchase Agreement immediately upon entry of the Order, subject to the terms of the Purchase Agreement. A copy of the Purchase Agreement attached to the Order is available for free at: http://bankrupt.com/misc/Learning_Enhancement_67_Order.pdf About Learning Enhancement Learning Enhancement Corp. sought Chapter 11 protection (Bankr. N.D. Ill. Case No. 16-35537) on Nov. 7, 2016. Judge Jack B. Schmetterer is assigned to the case. The petition was signed by Roger Stark, CEO. The Debtor estimated assets and liabilities in the range of $1 million to $10 million. The Debtor tapped Matthew E. McClintock, Esq. and Sean P Williams, Esq. at Goldstein & McClintock LLLP as counsel. LEHMAN BROTHERS: LBI Trustee Proposes $228M for 5th Distribution ---------------------------------------------------------------- James W. Giddens, Trustee for the liquidation of Lehman Brothers Inc. (LBI) under the Securities Investor Protection Act, on Feb. 24, 2017, sought Court approval to make a fifth interim distribution in April totaling $228 million to unsecured general creditors with allowed claims. If approved by the Court, the cumulative payout on allowed claims of unsecured general creditors will total 39 percent, or approximately $9 billion. "The potential to bring unsecured general creditor recovery to 39 percent exceeds all expectations at the outset of this liquidation," Mr. Giddens said. "We are continuing to wind-down the estate by fully and fairly maximizing assets and by deliberately resolving remaining disputed claims in a manner that is consistent and fair for all creditors." With this distribution total distributions to all creditors, which include unsecured general creditors and secured, priority and administrative creditors, will come to roughly $9 billion. Customers have received $106 billion, fully satisfying the 111,000 customer claims. Most customer claims were fulfilled within weeks of the liquidation. Secured, priority and administrative creditors have also received 100 percent distributions. The potential for a fifth interim distribution results in part from assets marshaled in 2016 and the reduction in various expenses and other liability reserves. While the estate remains in a phase of substantial completion, the potential for any future distribution of this size is not certain. Additionally, the timing of any future distribution will largely depend on the outcomes of ongoing litigation where a small number of claimants have appealed Court rulings upholding the Trustee's claims determinations. The progress in the LBI liquidation would not have been possible without the assistance of the Securities Investor Protection Corporation and the Securities and Exchange Commission, the oversight of United States Bankruptcy Court, the Honorable Shelley C. Chapman, presiding, and the success of the Trustee's professionals at Hughes Hubbard & Reed LLP and Deloitte. The Trustee is represented by Hughes Hubbard & Reed LLP. 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. LEI MACHINING: Disclosures Get Conditional OK; April 5 Plan Hearing ------------------------------------------------------------------- The Hon. Brenda K. Martin of the U.S. Bankruptcy Court for the District of Arizona has conditionally approved the disclosure statement filed by LEI Machining LLC on Dec. 19, 2016, referring to the Debtor's plan of reorganization. On April 5, 2017, at 1:30 p.m. the Court will conduct a hearing on confirmation of the Plan and for the hearing on final approval of the Disclosure Statement. March 29, 2017, is the last day for filing and serving written objections to confirmation of the Plan. It is also the last day for filing objections to the Disclosure Statement and for filing ballots. As reported by the Troubled Company Reporter on Dec. 26, 2016, the Debtor filed with the Court the small business Disclosure Statement describing the Plan, which proposes to give general unsecured creditors a distribution of approximately 100% of their allowed claims. About LEI Machining LEI Machining, LLC, filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 16-07089) on June 22, 2016. The petition was signed by Elvin Fant, Jr., member. The Debtor is represented by Brian M. Blum, Esq., at The Turnaround Team PLLC. The Debtor estimated assets and liabilities at $100,001 to $500,000 at the time of the filing. LIFE PARTNERS: Thompson & Knight Fights for $25.3M in Fees ---------------------------------------------------------- Martin O'Sullivan, writing for Bankruptcy Law360, reports that Thompson & Knight LLP fought against the U.S. Trustee's objection to the Firm's bid for $25.3 million in fees and expenses as lead counsel to Life Partners Holdings Inc.'s Chapter 11 trustee, H. Thomas Moran II. Law360 recalls that the Firm asked the Texas federal court in January to approve the compensation it is seeking. The Firm, according to Law360, said it has already agreed to cuts of its fee. About Life Partners Holdings Headquartered in Waco, Texas, Life Partners Holdings, Inc. -- http://www.lphi.com/-- is the parent company engaged in the secondary market for life insurance, commonly called "life settlements." Since its incorporation in 1991, Life Partners, Inc., has completed over 162,000 transactions for its worldwide client base of over 30,000 high net worth individuals and institutions in connection with the purchase of over 6,500 policies totaling over $3.2 billion in face value. LPHI is a publicly traded company incorporated in Texas and its common stock has been delisted from the NASDAQ (formerly trading under the symbol LPHI). Life Partners Holdings sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 15-40289) on Jan. 20, 2015. The case is assigned to Judge Russell F. Nelms. J. Robert Forshey, Esq., at Forshey & Prostok, LLP, serves as counsel to the Debtor. LPHI disclosed $2,406,137 in assets and $52,722,308 in liabilities as of the Chapter 11 filing. The official committee of unsecured creditors formed in the case tapped Munsch Hardt Kopf & Harr, P.C., as counsel. Tracy A. Bolt of BDO USA, LLP was named as examiner for the Debtor's case. At the behest of the U.S. Securities and Exchange Commission, the U.S. Trustee, and the Creditors Committee, the Court ordered the appointment of a Chapter 11 trustee. On March 13, 2015, H. Thomas Moran II was appointed as Chapter 11 trustee in LPHI's case. The trustee is represented by Thompson & Knight LLP. The Chapter 11 trustee signed Chapter 11 bankruptcy petitions for LPHI's subsidiaries on May 19, 2015: Life Partners Inc. (Case No. 15-41995) and LPI Financial Services, Inc. (Case No. 15-41996). Life Partners is estimated to have $100 million to $500 million in assets and more than $1 billion in debt. LPI Financial estimated less than $50,000. LIMITED STORES: Sycamore Partners Acquires Brand, IP Assets ----------------------------------------------------------- Sycamore Partners on Feb. 24, 2017, disclosed that it has acquired The Limited's brand and other related intellectual property assets. The intellectual property was purchased through a competitive auction run by The Limited as part of its ongoing Chapter 11 proceedings in the U.S. Bankruptcy Court for the District of Delaware. Sycamore plans to reintroduce the brand to the marketplace at a later date and will communicate with The Limited's loyal customers about how to obtain the merchandise they know and love. About Sycamore Partners Sycamore Partners is a private equity firm based in New York specializing in consumer and retail investments. The firm has more than $3.5 billion in capital under management. The firm's strategy is to partner with management teams to improve the operating profitability and strategic value of their businesses. The firm's investment portfolio currently includes Belk, Coldwater Creek, Dollar Express, EMP Merchandising, Hot Topic, MGF Sourcing, Nine West Holdings, Talbots and Torrid. About Limited Stores Company 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 expanded over the past five decades to become a household name throughout the United States for women's apparel. At its peak, Limited Stores operated approximately 750 retail brick and mortar store locations in the United States as well as an e-commerce channel, which was accessible through the Web site at 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 (Bankr. D. Del. Lead Case No. 17-10124) on Jan. 17, 2017, blaming, among other things, the shift of consumer preference from shopping at brick and mortar stores to online shopping. 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; and Donlin, Recano & Company, Inc., as notice, claims and balloting agent. On Jan. 24, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. Kelley Drye & Warren LLP is the proposed counsel to the Official Committee of Unsecured Creditors. LMCHH PCP: Hires Young Conaway as Co-Counsel -------------------------------------------- LMCHH PCP LLC and Louisiana Medical Center and Heart Hospital, LLC, seek authorization from the U.S. Bankruptcy Court for the District of Delaware to employ Young Conaway Stargatt & Taylor, LLP, as co-counsel, nunc pro tunc to the Jan. 30, 2017 petition date. The Debtors require Young Conaway to: (a) provide legal advice with respect to the Debtors' powers and duties as debtors in possession in the continued operation of their business, management of their properties, and the potential sale of substantially all of their assets; (b) prepare and pursue confirmation of a plan and approval of a disclosure statement, as applicable; (c) prepare, on behalf of the Debtors, necessary applications, motions, answers, orders, reports, and other legal papers; (d) appear in Court and protecting the interests of the Debtors before the Court; and (e) perform all other legal services for the Debtors that may be necessary and proper in these proceedings. Young Conaway will be paid at these hourly rates: Joel A. Waite $890 Kenneth J. Enos $570 Travis G. Buchanan $430 Michelle Smith (paralegal) $240 Young Conaway will also be reimbursed for reasonable out-of-pocket expenses incurred. On Jan. 27, 2017, Young Conaway received a retainer of $100,000 in connection with its representation of the Debtors. Young Conaway also received payment of $53,434, for estimated fees and expenses of $50,000 on account of services rendered prior to the Petition Date, plus payment of chapter 11 filing fees of $1,717 for each debtor. After applying $47,993 of the Estimated Payment to the outstanding balance as of the commencement of these cases, Young Conaway continues to hold a Retainer in the amount of $105,441, which will constitute a general retainer as security for post-petition services and expenses. Joel A. Waite, partner of Young Conaway, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. In accordance with Appendix B-Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the following is provided in response to the request for additional information: -- Young Conaway has not agreed to a variation of its standard or customary billing arrangements for this engagement; -- None of the Firm's professionals included in this engagement have varied their rate based on the geographic location of the Chapter 11 Cases; and -- Young Conaway was retained by the Debtors pursuant to an engagement agreement dated as of Jan. 30, 2017. The billing rates and material terms of the prepetition engagement are the same as the rates and terms described in the Application and herein. -- The Debtors have approved or will be approving a prospective budget and staffing plan for Young Conaway's engagement for the postpetition period as appropriate. In accordance with the U.S. Trustee Guidelines, the budget may be amended as necessary to reflect changed or unanticipated developments. Young Conaway can be reached at: Joel A. Waite, Esq. YOUNG, CONAWAY, STARGATT & TAYLOR LLP The Brandywine Bldg. 1000 West Street, 17th Floor P.O. Box 391 Wilmington, DE 19899-0391 Tel: (302) 571-6600 Fax: (302) 571-0453 E-mail: jwaite@ycst.com About Louisiana Medical 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 protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 17-10201) on Jan. 30, 2017. 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, and The Garden City Group, Inc., as claims and noticing agent. LOUISIANA MEDICAL: Hires Alston & Bird as Counsel ------------------------------------------------- LMCHH PCP LLC and Louisiana Medical Center and Heart Hospital, LLC, seek authorization from the U.S. Bankruptcy Court for the District of Delaware to employ Alston & Bird LLP as counsel, nunc pro tunc to the Jan. 30, 2017 petition date. The Debtors require Alston & Bird to: (a) assist the Debtors in the preparation of their schedules, statements of affairs, and the periodic financial reports required by the Bankruptcy Code, the Bankruptcy Rules or any order of this Court; (b) assist the Debtors in consultations, negotiations and all other dealings with creditors, equity security holders and other parties-in-interest concerning the administration of these Bankruptcy Cases; (c) prepare pleadings, conducting investigations and making court appearances incidental to the administration of the Debtors' estates; (d) advise the Debtors of their rights, duties and obligations under the Bankruptcy Code, Bankruptcy Rules, Local Rules and Orders of this Court; (e) assist the Debtors in the development and formulation of a plan and/or other means to maximize value to their estates, including the preparation of a plan, disclosure statement and any related documents for submission to this Court and to the Debtors' creditors, equity holders, and other parties in interest; (f) advise and assist the Debtors with respect to litigation; (g) render corporate and other legal advice and performing all those legal services necessary and proper to the functioning of the Debtors during the pendency of these cases; and (h) assist the Debtors in dealing with regulatory authorities with respect to their businesses and operations; (i) take any and all necessary actions in the interest of the Debtors and their estates incident to the proper representation of the Debtors in the administration of these cases. Alston & Bird has agreed to a cap on partner rates at $700 per hour and otherwise to charge the usual rates for the professionals working on this matter. The hourly rates for the attorneys anticipated to be involved with this matter thus range from $515 to $700. Alston & Bird will also be reimbursed for reasonable out-of-pocket expenses incurred. Alston & Bird has been paid $829,829 from the Debtors during the 90 days preceding the Petition Date for its various efforts on behalf of the Debtors and in dealing with their regular and extraordinary business and restructuring issues, including for legal services rendered in contemplation of or in connection with these bankruptcy filings. Of these amounts $35,382 is currently held as security for postpetition fees and expenses. Grant T. Stein, a partner at Alston & Bird, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. In accordance with Appendix B-Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the following is provided in response to the request for additional information: -- Alston & Bird's engagement with the Debtors is consistent with its standard or customary billing arrangements, except that Alston & Bird has agreed to a cap on partner rates at $700 per hour; -- None of the Firm's professionals included in this engagement have varied their rate based on the geographic location of the Chapter 11 Cases; and -- Alston & Bird was retained by the Debtors pursuant to an engagement agreement dated as of October 5, 2016. The billing rates and material terms of the prepetition engagement are the same as the rates and terms described in the Application and herein. -- The Debtors have gone through a budgeting process with Alston & Bird and in addition thereto, have approved or will be approving a prospective budget and staffing plan for Alston & Bird's engagement for the postpetition period as appropriate. In accordance with the U.S. Trustee Guidelines, the budget may be amended as necessary to reflect changed or unanticipated developments. The firm can be reached at: Grant T. Stein, Esq. ALSTON & BIRD LLP One Atlantic Center 1201 West Peachtree Street Suite 4900 Atlanta, GA 30309-3424 Tel: (404) 881-7285 Fax: (404) 881-7777 E-mail: grant.stein@alston.com About Louisiana Medical 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 protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 17-10201) on Jan. 30, 2017. 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, and The Garden City Group, Inc., as claims and noticing agent. LOUISIANA MEDICAL: Proposes Garden City as Administrative Advisor ----------------------------------------------------------------- LMCHH PCP LLC and Louisiana Medical Center and Heart Hospital, LLC seek authorization from the U.S. Bankruptcy Court for the District of Delaware to employ Garden City Group, LLC as administrative advisor, nunc pro tunc to the Jan. 30, 2017 petition date. The Debtors require Garden City to: (a) assist with the preparation and filing of the Debtors' schedules of assets and liabilities and statements of financial affairs; (b) manage the solicitation and tabulations of votes in connection with any Chapter 11 plan filed by the Debtors and providing ballot reports to the Debtors and their professionals; (c) generate an official ballot certification and testify, if necessary, in support of the ballot tabulation results; (d) if applicable, launch, administer, and manage any rights offering and perform any administrative tasks in connection with the rights offering and any related backstop, including but not limited to processing the relevant forms, collecting and managing payments, and making or assisting in the distribution of cash, securities, and other entitlements; (e) manage the publication of legal notices; (f) manage any distributions made pursuant to a Plan; (g) assist with claims reconciliation, including generating claim objection exhibits and contract cure notices; and (h) provide any and all necessary administrative tasks not otherwise specifically set forth above as the Debtors or its professionals may require in connection with these Bankruptcy Cases. Garden City will be paid at these hourly rates: Administrative, Mailroom and Claims Control $45-$55 Project Administrators $70-$85 Project Supervisors $95-$110 Graphic Support & Technology Staff $100-$200 Project Managers and Senior Project Managers $125-$175 Directors and Asst. Vice Presidents $200-$295 Vice Presidents and above $295 Garden City will also be reimbursed for reasonable out-of-pocket expenses incurred. The Debtors paid Garden City a $25,000 retainer. Craig E. Johnson, assistant vice president, Operations of Garden City, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. The Court will hold a hearing on the application on February 28, 2017, at 2:00 p.m. Objections were due February 21, 2017. Garden City can be reached at: Craig E. Johnson GARDEN CITY GROUP, LLC P.O. Box 10363 Dublin, OH 43017-5537 Tel: (844) 571-1546 E-mail: craig.johnson@gardencitygroup.com About Louisiana Medical 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 protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 17-10201) on Jan. 30, 2017. 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, and The Garden City Group, Inc., as claims and noticing agent. LOUISIANA MEDICAL: Sets Sales Protocol for Miscellaneous Property ----------------------------------------------------------------- LMCHH PCP, LLC, and Louisiana Medical Center and Heart Hospital, LLC, ask the U.S. Bankruptcy Court for the Eastern District of Louisiana to authorize sales procedures in connection with the private sales of inventory and equipment ("Miscellaneous Property"). The Debtors are a nationally recognized 132-bed acute-care hospital located in the heart of St. Tammany Parish in Lacombe, Louisiana, specializing in treatment of cardiovascular disease and injuries affecting the spine. In addition to cardiovascular and spine care, the Debtors offer a full range of inpatient and outpatient medical, surgical, and diagnostic services covering more than 35 specialties including orthopedics, vascular and general surgery, urology, gastroenterology, and neurology. In recent years, admissions revenue and net outpatient revenue have fallen below projections, while salaries, wages, and benefits have risen substantially. In an attempt to increase revenue, the Debtors added additional physicians to their network, engaged in a concerted marketing effort, and sought out supplier contracts with advantageous terms. Despite implementing these new strategic initiatives, hospital intake volume has remained flat, the growth of the physician network has not generated sufficient revenues to cover expenses, and increased revenue growth has been outpaced by expenses. On Feb. 10, 2017, the hospital ceased all operations when it discharged the final remaining patient. The Miscellaneous Property consists of equipment, pharmaceutical supplies, medical devices, live tissue, and other items owned by the Debtors that they formerly used to facilitate the Debtors' full range of inpatient and outpatient medical, surgical, and diagnostic services. The Miscellaneous Property includes inventory and equipment in which creditors ("Alleged Consignment Creditors") have alleged were provided to the Debtors on consignment ("Alleged Consigned Goods"). The Debtors have reviewed the claims of Alleged Consignment Creditors and have confirmed that none of the Alleged Consignment Creditors perfected their rights in the Alleged Consigned Goods in accordance with applicable law. As a result, the Debtors intend to pursue the sale of the Alleged Consigned Goods in accordance with procedures set forth in the Miscellaneous Sale Procedures. The Debtors are also in possession of certain pieces of equipment that third parties provided to the Debtors for their use, provided the Debtors continued to purchase products from those parties ("Third Party Equipment"). If the Debtors determine that title to any of the Third Party Equipment passed to the Debtors, those assets will be covered by to the terms of the Miscellaneous Sale Order. If the Debtors confirm that title never transferred to the Debtors, or that the Debtors did not have the ability to acquire title to this equipment, the Debtors intend to abandon those items as provided for in the Miscellaneous Sale Order. Due to the de minimis value and limited value of individual items, and fast-approaching expiration dates associated with the Miscellaneous Property, seeking separate Court approval each and every time the Debtors seek to sell or abandon Miscellaneous Property would be an inefficient use of the Debtors' resources and the Court's time. Similarly, to the extent individual items of Miscellaneous Property are not able to be sold by the Debtors, the Debtors ask authority to abandon such property as it will be of inconsequential value to the estate. The Debtors believe that the Miscellaneous Property Sales Procedures will maximize the value of Debtors' assets and returns on those assets for the benefit of creditors. For Miscellaneous Property valued in the aggregate at less than $150,000, the Debtors propose these: (i) provided the CRO approves a proposed sale of Miscellaneous Property, the Debtors may sell such items of Miscellaneous Property without prior notice or approval, except prior notice will be given no later than 48 hours before a proposed sale to Counsel to the Official Committee of Unsecured Creditors; and (ii) on a quarterly basis, the Debtors will file with the Court a report detailing the Miscellaneous Property sold, to whom the Miscellaneous Property was sold, the date of such sale, the amount such item was sold for and the relationship between the purchaser of the Miscellaneous Property and the Debtors. With respect to Miscellaneous Property valued in the aggregate at greater than $150,000, the sale of Alleged Consignment Goods, the sale of Third Party Equipment, the sale of Miscellaneous Property in which third parties may have an interest, or the sale of Miscellaneous Property to an Insider, provided the CRO approves a proposed sale of Miscellaneous Property, the Miscellaneous Property Sales Procedures will be as follows: a. The Debtors will serve a notice of the proposed sale of Miscellaneous Property to all interested parties. b. The deadline for filing an objection to the proposed sale of Miscellaneous Property will be 4:00 p.m. (CST) on the day that is 5 calendar days from the date the Miscellaneous Property Sale Notice is served. c. If no Objection is timely filed and served by the Miscellaneous Property Sale Objection Deadline, the Debtors may immediately sell the Miscellaneous Property listed in the Miscellaneous Property Sale Notice and take any and all actions reasonably necessary to close the sale of the Miscellaneous Property and obtain the sale proceeds including, without limitation, as provided in the Miscellaneous Property Sale Notice. d. If an Objection is timely filed by the Miscellaneous Property Sale Objection Deadline, and cannot be settled by the parties, the Miscellaneous Property that is the subject of the Objection will not be sold without prior order of the Court, provided, however, that any Miscellaneous Property set forth in the Miscellaneous Property Sale Notice that is not the subject of an Objection may be immediately sold in accordance with the foregoing sentence. e. To the extent an Objection is timely filed by the Miscellaneous Property Sale Objection Deadline, and cannot be settled by the parties, or to the extent that the proposed purchaser of the Miscellaneous Property requests a finding that the sale satisfies Section 363(m) of the Bankruptcy Code, the Debtors may seek a determination from the Court at a hearing before the Court on 10 days' notice. f. Unless otherwise ordered by the Court, a reply to an Objection may be filed with the Court and served on or before 12:00 p.m. (CST) on the day that is at 2 business days before the date of the applicable hearing. The Debtors submit that private negotiated sales of the Miscellaneous Property, approved by the CRO in an exercise of his fiduciary duties and independent judgment, are reasonable and appropriate in light of the facts and circumstances of this Chapter 11 case, and procedures proposed. The Miscellaneous Property will be sold free and clear of liens, claims, and encumbrances. The Miscellaneous Property Sales Procedures are designed to maximize the value of the Miscellaneous Property to the Debtors' estates, reduce the costs associated with maintaining and storing the Miscellaneous Property, facilitate the orderly liquidation of the Miscellaneous Property and facilitate the orderly wind-down of the Debtors' operations. Furthermore, the sale of the Miscellaneous Property could provide additional incremental liquidity to the Debtors going forward and realize on assets that are subject to rapidly approaching expiration dates. Accordingly, the Debtors are asking that the Motion be granted on an emergency basis because certain of the Miscellaneous Property is set to expire or otherwise lose its value in the near term, thereby harming the Debtors' estate. It is in the best interests of the Debtors' estates to facilitate the closing of the sale transaction thereby expediting the flow of related sale proceeds into the estate. Accordingly, the Debtors submit that the 10-day stay set forth in Bankruptcy Rule 6004(g) should be waived in connection with all sales of Miscellaneous Property pursuant to the Miscellaneous Property Sale Procedures. 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. MARK LABGOLOD: Counsel Asks Court To Junk $1M Malpractice Suit -------------------------------------------------------------- Matthew Guarnaccia, writing for Bankruptcy Law360, reports that Linda Regenhardt, Esq., bankruptcy counsel for Mark R. Labgold, asked a Virginia federal judge on Feb. 22 to throw out a $1 million lawsuit over her alleged mishandling of the Debtor's personal Chapter 7 bankruptcy case, saying only Donald King, the trustee of the Debtor's estate, has the power to sue for malpractice. Malpractice claims were not listed on the Debtor's bankruptcy case schedules, the report states, citing Ms. Regenhardt. Mark R. Labgold is a former Patton Boggs intellectual property partner who filed for Chapter 7 bankruptcy. MCLAIN COMPANY: Hires Michael Rose as Attorney ---------------------------------------------- McLain Company LLC seeks authorization from the U.S. Bankruptcy Court for the Western District of Oklahoma to employ Michael J. Rose PC as attorney. The Debtor requires the assistance of a bankruptcy attorney in moving forward with its Chapter 11 case. Mr. Rose's rate of compensation is $250 per hour. The counsel will also be reimbursed for reasonable out-of-pocket expenses incurred. Michael J. Rose assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estate. The counsel can be reached at: Mike Rose, Esq. MICHAEL J ROSE PC 4101 Perimeter Center Drive, Suite 120 Oklahoma City, OK 73112 Tel: (405) 605-3757 Fax: (405) 605-3758 E-mail: mrose@coxinet.net About McLain Company LLC McLain Company LLC filed a Chapter 11 petition (Bankr. W.D. Okla. Case No. 17-10025), on January 5, 2017. The Petition was signed by Charles McLain, President. The Debtor is represented by Michael J. Rose of Michael J. Rose PC. At the time of filing, the Debtor estimated both assets and liabilities at $0 to $50,000. MEDAK TRUCKING: Names Patricia Rivera as Accountant --------------------------------------------------- Medak Trucking, LLC, seeks authorization from the U.S. Bankruptcy Court for the District of New Jersey to employ Patricia D. Rivera as accountant. The Debtor requires Ms. Rivera to: -- analyze financial records of the Debtor; -- prepare tax returns and financial statements; -- evaluate the Debtor's financial condition; and -- prepare monthly operating reports as required by the Bankruptcy proceeding. Ms. Rivera will be compensated at $150 per hour. Ms. Rivera also estimated a $3,000 fee for January to June 2016 and $3,000 for July to December 2016 for reconciling bank accounts and producing an Income Statement and a Balance Sheet. Ms. Rivera, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estate. Ms. Rivera can be reached at: Patricia D. Rivera 123 ACCOUNTING SERVICES, LLC 189 Berdan Avenue Wayne, NJ 07470 Tel: (862) 248-0477 About Medak Trucking Medak Trucking, LLC, based in Edison, N.J., filed a Chapter 11 petition (Bankr. D.N.J. Case No. 16-24788) on August 1, 2016. The petition was signed by Andrew Obadiaru, president. The Debtor is represented by David L. Stevens, Esq., at Scura, Wigfield, Heyer & Stevens, LLP. Judge Michael B. Kaplan presides over the case. The Debtor estimated $0 million to $50,000 in assets and $1 million to $10 million in liabilities at the time of the filing. MICHIGAN POWER: S&P Affirms 'BB+' Rating on $216MM Term Loan ------------------------------------------------------------ S&P Global Ratings affirmed its 'BB+' rating on Michigan Power L.P.'s $216 million term loan due 2022 and $47 million revolving credit facility due 2020. The outlook is stable. The recovery rating is unchanged at '1', indicating S&P's expectation of very high (90%-100%; rounded estimate 95%) recovery in the event of a payment default. The project's capacity and energy revenues are fully contracted through 2030 under a PPA with local utility Consumers Energy. The project also has a steam sales agreement with Occidental Chemical Co. Though the latter contributes comparatively little cash flow, the plant is required to have a steam offtaker to maintain Qualifying Facility (QF) status, and OxyChem is contractually required to receive volumes far in excess of what is required to maintain this contract. In 2016, the project's financial performance was affected by lower-than-expected energy payments and steam sales, slightly offset by lower fuel costs and deferred major maintenance spending. S&P expects energy rates to remain subdued in the short term and have updated its base-case forecast accordingly. S&P now anticipates a minimum DSCR of 1.56x and average of 2.3x through the forecast period. Energy revenues, which are a product of variable energy payments (VEP) and fixed energy payments (FEP) under the PPA, account for about 50% of total revenues and are a key rating driver. The VEP is indexed to the offtaker's cost of delivered coal. In 2016, VEP was about $29.73 per megawatt hour (MWh), lower than S&P's base case expectation of $33.45/MWh, stemming mainly from a weak oil environment, which has placed downward pressure on the cost of transportation. Although S&P expects oil prices to rebound slightly, it do not expect a significant recovery in the sector, resulting in a modest increase in VEP rates throughout our forecast. The FEP rate is indexed to Consumers Energy's cost to operate its coal-fired generation plants. This rate was about $6.05/MWh in 2016, lower than S&P's base-case expectation of $7.32/MWh, due to a delay in retrofit spending at one of the offtaker's coal plants. However, S&P anticipates that the operations and maintenance costs at Consumers Energy's remaining coal-fired fleet will likely increase due to higher environmental compliance-related costs, resulting in a slightly higher forecast for FEP rates. Steam sales declined in 2016 due to reduced demand from Occidental Chemical Co. Demand has dampened in recent years due to warmer winters and reduced demand for oil and gas applications. Operationally, the project has performed well with an average availability of about 95% in the past five years. Additionally, in December 2016, the project entered into a long-term service agreement with General Electric International with a term extending through the project's PPA, which we view as favorable because it mitigates the plant's old age and, consequently, its performance risk. The stable outlook reflects S&P's view that the project will continue to operate with high availability and payments under the PPA and will remain in line with S&P's expectations. S&P anticipates a DSCR of 1.92x in 2017 and minimum of 1.56x through its forecast. MIDWAY GOLD: Unsecureds to Get 10%-15% Under New Liquidating Plan ----------------------------------------------------------------- Midway Gold US Inc. and affiliates filed with the U.S. Bankruptcy Court for the District of Colorado a disclosure statement for its second amended joint chapter 11 plan of liquidation, dated Feb. 23, 2017. The Plan contemplates the establishment of a Lien Priority Dispute Reserve with cash sufficient to pay in full the asserted secured claims of the Mechanic's Lien Claimants upon resolution of the Lien Priority Dispute and the EPC Services Company Adversary Proceeding. However, since the filing of the original Joint Chapter 11 Plan of Liquidation, the parties have successfully reached an agreement for the consensual treatment of all Class 4 claims asserted by the Mechanic's Lien Claimants and have set forth the terms of the Mechanic's Lien Settlement in the Plan. Pursuant to the Mechanic's Lien Settlement, each Mechanic's Lien Claimant will receive a 77.5% recovery on the full amount of its asserted Class 4 Mechanic's Lien Claim, without any accrued interest or attorney's fees and costs, to be paid from the Lien Priority Dispute Reserve. The amount held in the Lien Priority Dispute Reserve corresponding to the remaining 22.5% of each such claim will be distributed to the Senior Agent as a supplemental distribution on account of the Senior Agent Secured Claim. In addition to the Mechanic's Lien Settlement, settlements have also been reached to fully and finally resolve all claims of Ledcor and Jacobs, each of whom asserted mechanic's lien rights and claims arising out of work performed in connection with the Debtors' Pan project (which were purported to be contractually subordinated to the claims of the Senior Agent and the Subordinate Agent against MDW Pan), including, without limitation, all claims, counterclaims and cross-claims asserted or that could have been asserted by or on behalf of Jacobs or Ledcor in the EPC Adversary Proceeding. The estimated percentage recovery to holders of General Unsecured Claims is dependent on, among other things, the amount remaining after payment of all Allowed Administrative Claims, Claims in connection with Professional Compensation, and Allowed Priority Tax Claims. Class 6 under the latest liquidating plan is the general unsecured claims against Midway Gold US Inc. Estimated recovery for this class is between 10% and 15%, depending on, among other things, whether there are recoveries from the Retained Causes of Action of MGUS. The previous liquidating plan's estimated recovery for this class is between 15% and 30%. The assets available for distribution under the Plan are comprised of (i) cash on hand as of the Effective Date, (ii) the Remaining Assets, (iii) the Retained Causes of Action, (iv) all proceeds of the foregoing, and (v) all other assets transferred to the Midway Liquidating Trust constituting Liquidating Trust Assets, as described in greater detail in the Plan. The Remaining Assets are comprised of all assets that were not previously sold, disposed of, transferred or abandoned prior to the Effective Date. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/cob15-16835-1181.pdf About Midway Gold Midway Gold Corp., incorporated on May 14, 1996 under the laws of the Province of British Columbia, Canada, is engaged in the acquisition, exploration and development of mineral properties located in the state of Nevada and Washington. Midway Gold operates primarily through its wholly-owned subsidiary located in the United States, Midway Gold US Inc. The executive offices are in Englewood, Colorado. Midway US currently has one gold producing property: the Pan gold mine located in White Pine County, Nevada. Midway also has gold properties which are exploratory stage projects where gold mineralization has been identified, such as the Tonopah project in Nye County, Nevada, the Gold Rock project in White Pine County, Nevada, and the Golden Eagle project in Ferry County, Washington. Out of these projects, a permitting process has been undertaken only for the Gold Rock project. Finally, Midway's Spring Valley property, another gold property located in Pershing County, Nevada, is subject to a joint venture with Barrick Gold Exploration Inc. On June 22, 2015, Midway Gold US Inc. and 12 related entities, including parent Midway Gold Corp. each filed a petition in the U.S. Bankruptcy Court for the District of Colorado seeking relief under Chapter 11 of the U.S. Bankruptcy Code. The Debtors' cases have been assigned to Judge Michael E. Romero. Judge Michael E. Romero directed the joint administration of the cases under Case No. 15-16835. The Debtors tapped Squire Patton Boggs (US) LLP as lead bankruptcy counsel; Sender Wasserman Wadsworth, P.C., as special bankruptcy and restructuring counsel; DLA Piper (Canada) LLP, as Canadian bankruptcy counsel; Ernst & Young Inc., as information officer of Canadian court; RBC Capital Markets, as investment banker; FTI Consulting as financial advisor; and Epiq Solutions, as claims and noticing agent. Midway Gold Corp. disclosed $184 million in assets and $62.4 million in liabilities as of March 31, 2015. Midway Gold US Inc., disclosed total assets of $2,461,673 and total liabilities of $122,448,181 as of the Chapter 11 filing. In July, the U.S. Trustee overseeing the Debtors' cases appointed seven creditors to serve on the official committee of unsecured creditors. The creditors are American Assay Laboratories, EPC Services Company, InFaith Community Foundation, Jacobs Engineering Group Inc., SRK Consulting (US) Inc., Sunbelt Rentals, and Boart Longyear. Gavin/Solmonese LLC serves as its financial advisor. MISSISSIPPI POWER: Moody's Assigns Ba1 CFR; Outlook Negative ------------------------------------------------------------ Moody's Investors Service downgraded Mississippi Power Company's ratings, including its senior unsecured rating to Ba1 from Baa3, preferred stock to Ba3 from Ba2, and short-term pollution control revenue bond rating to SG from VMIG 3. At the same time, Moody's assigned a Ba1 Corporate Family Rating (CFR), a Ba2-PD Probability of Default rating, and an SGL-3 Speculative Grade Liquidity rating to Mississippi Power. Mississippi Power's Baa3 Issuer Rating is withdrawn. The rating outlook is negative. This concludes the review initiated on 6 February 2017. The ratings and outlook of the parent company, The Southern Company (Southern, Baa2 senior unsecured, stable), are unchanged. Downgrades: Issuer: Eutaw (City of) AL, Industrial Dev. Board -- Senior Unsecured Revenue Bonds, Downgraded to Ba1 (LGD3) from Baa3 -- Senior Unsecured Revenue Bonds, Downgraded to S.G. from VMIG 3 Issuer: Harrison (County of) MS -- Senior Unsecured Revenue Bonds, Downgraded to Ba1 (LGD3) from Baa3 -- Senior Unsecured Revenue Bonds, Downgraded to S.G. from VMIG 3 Issuer: Mississippi Business Finance Corporation -- Senior Unsecured Revenue Bonds, Downgraded to Ba1 (LGD3) from Baa3 -- Senior Unsecured Revenue Bonds, Downgraded to S.G. from VMIG 3 Issuer: Mississippi Power Company -- Pref. Stock Preferred Stock, Downgraded to Ba3 (LGD5) from Ba2 -- Senior Unsecured Regular Bond/Debenture, Downgraded to Ba1 (LGD3) from Baa3 Assignments: Issuer: Mississippi Power Company -- Probability of Default Rating, Assigned Ba2-PD -- Speculative Grade Liquidity Rating, Assigned SGL-3 -- Corporate Family Rating, Assigned Ba1 Outlook Actions: Issuer: Mississippi Power Company -- Outlook, Changed To Negative From Rating Under Review Withdrawals: Issuer: Mississippi Power Company -- Issuer Rating, Withdrawn, previously rated Baa3 RATINGS RATIONALE "The downgrade of Mississippi Power's ratings reflects Moody's expectations for heightened regulatory contentiousness as the utility pursues cost recovery on the increasingly uneconomic Kemper integrated gasification combined cycle (IGCC) plant, construction of which has severely stressed the utility's financial profile" said Michael G. Haggarty, Associate Managing Director. There is a high degree of uncertainty with regard to regulatory treatment of the plant, as increased capital costs, higher projected operating costs and the continued inability of the utility to put the plant into service has increased the possibility that the IGCC portion of the plant may not be economic to operate at all. Despite substantial ongoing financial and liquidity support from The Southern Company (Baa2 stable), Mississippi Power's risk profile has deteriorated markedly as the Kemper plant has proceeded. On Feb. 22, 2017, Mississippi Power filed an economic viability analysis of the Kemper plant with the Mississippi Public Service Commission (MPSC) that showed the plant to be less economic than a natural gas combined cycle plant in six out of nine natural gas price and carbon cost scenarios analyzed. This is in sharp contrast to the last four analyses submitted by the utility between 2012 and 2015 that showed the plant to be more economic than a natural gas combined cycle plant in all of its natural gas price/carbon cost scenarios. A combination of lower projected long-term gas prices and a substantial increase in projected plant operating costs has severely hurt the plant's economic prospects. Compared to original projections when the plant was approved in 2010, projected operations and maintenance expenses have increased by an average $105 million annually over the first five years of operation (or approximately 350%) and maintenance capital has increased by an average of $44 million annually (or approximately 240%). Mississippi Power has also reduced its projected expectation of plant availability (the number of operational hours on syngas) during the first year to 35% from 59% originally. The plant is expected to ramp up to availability of 85% by year 5, but at a slower rate than originally anticipated. In addition, the estimate for the Plant's heat rate on syngas has also increased to 12,160 BTU/kWh from 11,708 BTU/kWh originally. The utility is likely to experience ongoing challenges operating the plant at consistent and reliable levels and is in the process of identifying projects designed to improve that performance, although the related costs have not been fully evaluated or identified, another key variable. These developments raise questions as to the merits of operating the IGCC portion of the plant at all, which will lead to a higher degree of regulatory, political, and public scrutiny of the plant at a time when the utility intends to pursue critical rate recovery proceedings and a determination of prudency, which has not yet occurred. Mississippi Power expects several potential challenges related to these regulatory cost recovery proceedings, including those on prudence issues, financing costs, plant operating costs, as well as the 15% portion of the project originally sold to a cooperative utility partner that withdrew from the project two years ago. Due to a combination of higher debt, cost increases, and regulatory recovery delays associated with the Kemper plant, Mississippi Power's cash flow pre-working capital to debt ratio has fallen from above 20% historically to 9% in 2015 and 8% in 2016, well below Moody's financial metric guidelines for an investment grade rating. A return of the utility's cash flow coverage metrics to pre-Kemper levels on a sustained basis will depend on the timing and magnitude of future rate relief on the project, which is highly uncertain. Recovery is limited to $2.88 billion of capital costs under a regulatory approved cap, plus about $1.5 billion of costs that are outside of the cap, which have also increased. Recovery of higher future operating costs are also not assured and the utility has indicated that it is reasonably possible that full recovery of all plant costs will not occur. Mississippi Power is required to file a rate case on the Kemper plant by 3 June 2017 and expects a negotiated settlement agreement. The construction delays, higher operating costs, and lower natural gas prices will put the Mississippi Public Service Commission in a difficult position of being asked to approve rate recovery and a return on a plant that is much less competitive and more expensive to run than originally envisioned. This is particularly sensitive given Mississippi Power's relatively high rates and demographically below average service territory compared to most other investor owned utilities in the southeast. Whether the Kemper plant operates as originally expected or not, it has led to an inordinate amount of asset concentration risk for Mississippi Power. The $7 billion cost of the plant compares to the utility's common equity base of $2.9 billion at 31 December 2016. While Southern Company shareholders have borne the bulk of the higher costs with over $2.8 billion of pre-tax charges taken on the plant to date, Mississippi Power ratepayers could bear the brunt of higher plant operating costs in the future, depending on the outcome of the upcoming rate case proceedings. If the plant does not operate as an IGCC, the utility will also lose the generation diversity benefits that were a key rationale for the construction of the plant originally. Mississippi Power's Ba1 CFR is predicated on the continued credit and liquidity support of the Southern parent company, as well as continued access to external funding sources. Mississippi Power's 31 December 2016 SEC financial statement presentation contemplates continuation of the utility as a going concern because of Southern's anticipated ongoing financial support for the company. In its fourth quarter earnings release on 22 February 2017, Southern indicated that it is committed to the financial integrity of Mississippi Power, a key consideration supporting the current rating. Mississippi Power's SGL-3 reflect the company's adequate liquidity and high reliance on the parent company, which currently provides $551 million of promissory notes to the utility. Mississippi Power's cash on hand was $224 million at 31 December 2016 and the utility maintains $173 million of bank credit facilities that expire in 2017, of which $23 million was drawn and $40 million provided liquidity support to variable rate pollution control revenue bonds. Mississippi Power also has an unsecured $1.2 billion term loan agreement with a group of banks that matures on 1 April 2018 and contains covenants that limit debt levels to 65% of total capitalization as defined in the agreement. As of 31 December 2016, the utility was in compliance with these covenants. Southern's ratings and stable outlook are unchanged, reflecting Mississippi Power's position as one of Southern's smaller utility subsidiaries, with the Kemper project thus far having a material but manageable impact on the parent's consolidated financial condition. This is particularly the case since Southern's acquisition of AGL Resources, Inc. (now Southern Company Gas) last year, increased its overall scale, diversification, and resiliency. Although Southern has taken over $2.8 billion of pre-tax charges related to Kemper, the company's downgrade to Baa2 last year was largely attributable to higher parent debt levels and lower financial metrics due to the largely debt financed AGL acquisition. Southern's rating could be negatively affected if there are additional, material debt financed acquisitions by the parent company; if there are additional delays or cost increases at Georgia Power's Vogtle new nuclear construction project; further financial deterioration of EPC contractor Westinghouse Electric Company LLC (unrated) or its parent Toshiba Corporation (Caa1, ratings on review); if Southern's consolidated credit metrics show a decline, including cash flow from operations pre-working capital below 15% for an extended period; or if there is rating pressure at one of its larger subsidiaries, including Georgia Power Company (A3 stable), Alabama Power Company (A1 stable), Southern Power Company (Baa1 stable), or Southern Company Gas Capital (Baa1 stable). Rating Outlook The negative outlook on Mississippi Power's ratings reflects the challenges and regulatory contentiousness Moody's expects as it seeks rate recovery and a determination of prudency on the Kemper plant. It also incorporates execution risk in bringing the plant on line and in maintaining reliable commercial operation; uncertainty over the plant's future operating costs and their recovery; and questions as to whether the IGCC portion of the plant will operate at all. Factors That Could Lead to an Upgrade An upgrade of Mississippi Power's rating is unlikely while the company struggles to bring the Kemper plant into service and there is heightened uncertainty over regulatory recovery of plant capital and operating costs. The rating outlook could be stabilized if the plant successfully comes on line and demonstrates reasonably consistent and reliable commercial operation and the MPSC approves adequate rate recovery for remaining recoverable plant capital costs and higher future operating costs. An upgrade would also be predicated on credit metrics returning to levels more commensurate for an investment grade rating, including CFO pre-working capital to debt of at least 13% on a sustained basis, and the continued support of the parent company. Factors That Could Lead to a Downgrade A downgrade could occur if approved Kemper cost recovery provisions are inadequate to sustain Mississippi Power's financial condition; the utility does not reach a negotiated settlement and litigates the cost recovery process; if the Kemper plant does not come on line and reliable commercial operation is not achieved over the near term; or if the utility's CFO pre-working capital to debt ratio fails to recover materially to above 10% from recently depressed levels in the single digits. The current rating is also predicated on the continued strong financial and liquidity support of the parent company. If Southern limits or otherwise deviates from its thus far consistent support for Mississippi Power, a multi-notch rating downgrade is possible. The principal methodology used in these ratings was Regulated Electric and Gas Utilities published in December 2013. The Southern Company is a utility holding company headquartered in Atlanta, Georgia and the parent company of utility subsidiaries Alabama Power Company, Georgia Power Company, Gulf Power Company, Mississippi Power Company, Southern Company Gas, Southern Electric Generating Company, wholesale power company Southern Power Company, financing subsidiaries Southern Company Gas Capital and Southern Company Capital Funding, Inc., and commercial paper issuer Southern Company Funding Corporation. NAMAL ENTERPRISES: Taps Tranzon Driggers as Real Estate Broker -------------------------------------------------------------- Namal Enterprises, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire a real estate broker. The Debtor proposes to hire Tranzon Driggers in connection with the sale of its hotel located at 4970 Kings Heath Road, Kissimmee, Florida. The firm will receive a 2% commission in the event that the sales price is $2 million or less; a 2.5% commission if it is more than $2 million but less than $2.5 million; or a 3% commission if it is more than $2.5 million. Walt Driggers, III, vice-president of Tranzon Driggers, disclosed in a court filing that the firm and its employees do not hold any interest adverse to the Debtor's bankruptcy estate. The firm can be reached through: Walt Driggers, III Tranzon Driggers 100 2nd Ave South, Suite 1103S St. Petersburg, FL 33701 Tel: 877-374-4437 Fax: 352-369-9295 About Namal Enterprises Namal Enterprises, LLC, fdba Red Roof Inn Kissimmee and Blue Inn LBVS, filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 16-07190) on Aug. 22, 2016. The petition was signed by Syed Raza, manager. The Debtor disclosed total assets at $3.14 million and total liabilities at $1.88 million. The Debtor is represented by Richard J. McIntyre, Esq., and Katie Brinson Hinton, Esq., at McIntyre Thanasides Bringgold, et al. No trustee, examiner or committee has been appointed in the case. NATURAL RESOURCE: S&P Puts 'CCC+' CCR on CreditWatch Positive ------------------------------------------------------------- S&P Global Ratings said it placed its ratings, including the 'CCC+' corporate credit rating, on Houston-based Natural Resource Partners L.P. on CreditWatch with positive implications. The CreditWatch listing follows Natural Resource Partners' announcement that it will refinance parts of its capital structure, including issuing a $250 million preferred security, repaying and replacing its revolving credit facility, calling its remaining L.P. senior notes based on the new indenture (after extending the maturity of $241 million of its senior notes to 2022), and issuing $105 million of new L.P. senior notes due 2022. "The CreditWatch listing indicates our expectation that there is a 50% chance of an upgrade within the next three months, as a result of this transaction," said S&P Global Ratings credit analyst Vania Dimova. "In our view, the transaction will improve the company's liquidity position, which we currently consider to be less than adequate." In resolving the CreditWatch, S&P Global Ratings will monitor the progress toward closing the transaction (expected in early March); reevaluate the company's performance; and determine the treatment of the preferred security. NAVISTAR INTERNATIONAL: S&P Raises CCR to 'B-', Off CreditWatch --------------------------------------------------------------- S&P Global Ratings said that it raised its corporate credit ratings on Navistar International Corp. and its subsidiary Navistar Financial Corp. to 'B-' from 'CCC+'. The outlook is stable. At the same time, S&P raised its issue-level rating on the company's senior secured term loan due in 2020 issued by Navistar Inc. to 'B+' from 'B'. The recovery rating remains '1', indicating S&P's expectation for very high recovery (90%-100%; rounded estimate: 95%), in the event of a payment default. S&P also raised the issue-level rating on Navistar's senior unsecured debt to 'CCC+' from 'CCC.' The recovery rating remains '5', indicating S&P's expectations for modest recovery (10%-30%; rounded estimate: 25%), in the event of a payment default. Lastly, S&P raised the issue-level rating on the company's subordinated debt to 'CCC' from 'CCC-'. The recovery rating remains '6', indicating S&P's expectations for negligible recovery (0%-10%; rounded estimate: 0%), in the event of a payment default. S&P removed all the ratings from CreditWatch, where it placed them with positive implications on Sept. 7, 2016. The upgrade follows Navistar's strategic alliance with Volkswagen Truck & Bus, which includes Volkswagen Truck & Bus' 16.6% equity stake in Navistar, definitive agreements for the two companies to collaborate on technology, and the formation of a procurement JV. Following this transaction, S&P no longer views the company's financial commitments as unsustainable in the long term, which was a concern given market share declines in recent years. In addition, Volkswagen's equity stake in Navistar provides the company with $256 million of incremental liquidity to weather weakening demand in the North American class 8 truck market and potentially to address its next upcoming debt maturity in 2018. On a pro forma basis, S&P believes the company will have approximately $1 billion of cash on hand (not including cash at the captive finance company), providing ample cushion to meet future financial commitments. In conjunction with the strategic alliance, the procurement JV provides Navistar an opportunity to diversify its current portfolio of products (through access to Volkswagen's supply base). S&P believes the procurement JV will create additional cost savings over time as the companies align to pursue joint sourcing opportunities. Navistar was focused on various cost-saving initiatives before the strategic alliance (improving both material and manufacturing costs), and S&P believes these additional cost benefits will continue to enhance margins. Lastly, Navistar has finalized a definitive agreement with Volkswagen to collaborate on technology for powertrain systems and other advanced technologies surrounding all aspects of commercial vehicle development. S&P believes this technology alliance will enable Navistar to optimize its research and development spending. In S&P's view, this will benefit the company as it continues to rebuild its brand following regulatory and quality issues surrounding its proprietary engines several years ago. Overall, S&P believes that the completion of Navistar's strategic alliance could increase confidence in the viability of Navistar's business and creates additional opportunities to strengthen its core products and services. However, S&P continues to view the company's business risk profile as vulnerable, reflecting operations in a highly competitive North American truck market. In S&P's view, the company has inferior scale, relative to peers that maintain a stronger brand image, and financial support from light vehicle (LV) manufacturers. The ratings also incorporate S&P's forecast that credit metrics will likely remain highly leveraged over the foreseeable future. S&P's base-case scenario assumes these: -- Real U.S. GDP growth of 2.4% in 2017 and 2.3% in 2018; -- Pressure on revenue growth attributable to the continued decline in North American class 8 truck market and weakness in the Brazilian economy; -- Modest improvements in EBITDA margins despite revenue declines, due to ongoing cost-management efforts; and -- Capital spending in fiscal 2017 of around $150 million, an increase from 2016 due to upcoming product launches. Based on these assumptions, S&P arrives at these credit measures for fiscal 2017: -- Debt to EBITDA above 10x; -- FFO to debt in the low–single-digit percent area; and -- Negative free operating cash flow (FOCF) generation. S&P's rating on Navistar's captive finance subsidiary, Navistar Financial Corp., reflects S&P's view that Navistar Financial's default risk is indistinguishable from that of the parent, Navistar. Navistar Financial generates all of its receivables from sales of its parent's goods or services, and S&P assess Navistar Financial as a core subsidiary. S&P continues to view Navistar's liquidity as adequate. The company does not have any significant debt maturities (not including those at its captive finance subsidiary) until its convertible notes come due in October 2018 and its debt agreements do not contain any financial maintenance covenants. S&P believes Navistar's sources of liquidity will exceed its uses by more than 1.2x over the next 12 months. S&P also believes the company's net sources of cash will remain positive even if EBITDA declines by 15%. Principal liquidity sources: -- $800 million in cash from Navistar's manufacturing operations as of Oct. 31, 2016; and -- $256 million in additional capital from Volkswagen Truck & Bus' 16.6% equity stake. Principal liquidity uses: -- $10.4 million in mandatory debt amortization; -- A working capital outflow; and -- Approximately $150 million in capital expenditures. The stable outlook on Navistar reflects S&P's belief that despite continued headwinds in the North American Class 8 truck market, the company will continue to improve margins, reflecting the benefit of cost-saving initiatives with the potential for additional opportunities from its strategic alliance with Volkswagen Truck & Bus. However, given the company's sizable debt balance, S&P expects it to maintain leverage greater than 10x and FFO to debt in the low-single-digit percent area. S&P could raise its rating on Navistar if the company leverages the key benefits of its strategic alliance with Volkswagen Truck & Bus to strengthen its core business such that S&P revises its assessment of the company's competitive position, while also meaningfully reducing leverage toward 7x, maintaining a FFO-to-debt ratio of at least 8%, and generating positive free cash flow on a sustained basis. S&P could lower its rating on Navistar if the company unexpectedly encounters challenges maintaining profitability and credit measures deteriorate or liquidity weakens. S&P could lower its ratings if it come to believe that Navistar is dependent upon favorable business, financial, and economic conditions to meet its financial commitments, or if S&P views the company's financial obligations as unsustainable in the long term, even though Navistar may not face a credit or payment crisis within the next 12 months. NEPHROS INC: Appoints Andrew Astor as Chief Financial Officer ------------------------------------------------------------- Nephros, Inc. had hired technology and business executive Andrew Astor as chief financial officer. "We are very pleased to have Andy join the Nephros team," said Daron Evans, chief executive officer of Nephros. "Andy brings a wealth of financial and strategic acumen to Nephros. I believe his experience will contribute significantly to our efforts to maximize the Company's value for shareholders." "I am excited to join Nephros during a period of momentum," said Mr. Astor. "Daron has done an excellent job of positioning the company for success by expanding the product lines to meet customer demands. I look forward to working with Daron to manage the Company's growth and capitalize on business opportunities." Pursuant to a letter agreement dated as of Feb. 10, 2017, Mr. Astor's employment will be at-will and will initially be at 50% time, but after approximately six to nine months, the Company expects to consider increasing the position to full time. Pursuant to the Agreement, Mr. Astor will initial receive a salary of $10,000 per month, which the Company would expect to increase to an annualized base salary of $250,000 if the position transitions to full-time. Mr. Astor is also eligible for up to a 25% annual bonus, based primarily on Company performance. In addition, Mr. Astor was granted a 10-year stock option to purchase an aggregate of 579,571 shares of the Company's common stock pursuant to the Company's 2015 Equity Incentive Plan. The option is exercisable at a price of $0.4599 per share, which represents the closing sale price of the Company's common stock on the Effective Date. Mr. Astor, age 60, has 30 years of financial and operating experience. Mr. Astor was most recently president and chief financial officer at Open Source Consulting Group, a growth stage services firm. Previously, he was a Managing Director at Synechron, a global consulting organization, from 2013 to 2015. From 2009 to 2013, he served as vice president at Asurion, a large, privately held insurance company. Mr. Astor was co-founder of the software company EnterpriseDB, and served as its CEO from 2004 to 2008. Mr. Astor was vice president, Strategic Solutions at webMethods (ETR: SOW), a software firm, from 2002 to 2004. Mr. Astor was Vice President of Transactional Products at Dun & Bradstreet (NYSE: DNB) from 1998 to 2001. Prior to 1998, Mr. Astor held various roles at American Management Systems, SHL/MCI Systemhouse, and Ernst & Young. Mr. Astor received his Bachelor of Arts in Mathematics from Clark University, and his MBA from The Wharton School at the University of Pennsylvania. About Nephros River Edge, N.J.-based Nephros, Inc., is a commercial stage medical device company that develops and sells high performance liquid purification filters. Its filters, which it calls ultrafilters, are primarily used in dialysis centers and healthcare facilities for the production of ultrapure water and bicarbonate. Nephros reported a net loss of $3.08 million on $1.94 million of total net revenues for the year ended Dec. 31, 2015, compared to a net loss of $7.37 million on $1.74 million of total net revenues for the year ended Dec. 31, 2014. As of Sept. 30, 2016, Nephros had $3.01 million in total assets, $1.79 million in total liabilities and $1.21 million in total stockholders' equity. Withum Smith+Brown, PC, in Morristown, New Jersey, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has incurred negative cash flow from operations and recurring net losses since inception. These conditions, among others, raise substantial doubt about its ability to continue as a going concern. NEW MILLENNIUM: Moody's Lowers Corporate Family Rating to Caa3 -------------------------------------------------------------- Moody's Investors Service downgraded the ratings of New Millennium HoldCo, Inc., the parent of Millennium Health, LLC, including the Corporate Family Rating to Caa3 from Caa2 and the Probability of Default Rating to Caa3-PD from Caa2-PD. Moody's also downgraded the senior secured first lien term loan rating to Caa3 (LGD 3) from Caa2 (LGD 3) and changed the rating outlook to negative from stable. The rating action reflects Moody's view that Millennium will not be able to significantly increase its earnings and cash flow in 2017 relative to 2016 levels and that its leverage will remain extremely high. Given debt/EBITDA in excess of 20x, there is significant uncertainty about the company's longer term ability to sustain its current capital structure and a high likelihood of debt impairment. In the event of a distressed debt exchange or bankruptcy, lenders would likely suffer material losses. Following is a summary of Moody's rating actions on New Millennium HoldCo, Inc.: Ratings downgraded: Corporate Family Rating, to Caa3 from Caa2 Probability of Default Rating, to Caa3-PD from Caa2-PD Senior secured first lien term loan, to Caa3 (LGD 3) from Caa2 (LGD 3) The rating outlook was changed to negative. RATINGS RATIONALE Millennium's Caa3 Corporate Family Rating reflects the company's extremely high financial leverage, relatively small size, and high reliance on one segment (urine drug testing) for the majority of its operating earnings. Moody's expects that Millennium's earnings will increase versus recent levels due to improvement in Medicare reimbursement rates and cost cutting initiatives. However, financial leverage will remain very high, and interest coverage and free cash flow will remain weak. This creates a high degree of uncertainty whether the company can sustain its existing capital structure. The ratings are supported by Millennium's cash reserves (over $130 million at September 30, 2016) and lack of financial maintenance covenants that provide the company some flexibility to execute its turnaround plans in 2017. The negative rating outlook reflects Moody's view that a distressed exchange or bankruptcy filing will become increasingly likely if the company does not show material operating improvement in the coming quarters. The ratings could be downgraded if Millennium experiences faster than expected declines in its cash balance or if the company fails to show material improvement in earnings and cash flow by late 2017, increasing the likelihood of a default event. Given the pressures facing the company, Moody's does not foresee an upgrade of the rating over the near-term. An upgrade would require sustainable improvement in the company's operating performance, as well as a strengthened liquidity position. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. Millennium, headquartered in San Diego, CA, provides health care professionals with medication monitoring and drug detection services, pharmacogenic testing, and clinical tools, scientific data and education used to personalize treatment plans to improve clinical outcomes and patient safety. Revenue for the twelve months ended September 30, 2016 was in the $275-$300 million range. NEW WORLD CONDOMINIUM: Court Approves Amended Disclosure Statement ------------------------------------------------------------------ Judge Robert A. Mark of the U.S. Bankruptcy Court for the Southern District of Florida approved the amended disclosure statement referring to the plan of reorganization filed by New World Condominium Apartments IV Condominium Association, Inc. The court has set a hearing to consider confirmation of the plan on April 6, 2017, at 2:00 p.m. at the C. Clyde Atkins U.S. Courthouse, 301 North Miami Avenue Courtroom 4, Miami, FL 33128. The last day for filing and serving objections to confirmation of the plan is on March 23, 2017. The last day for filing a ballot accepting or rejecting the plan is on March 23, 2017. The Troubled Company Reporter previously reported that the Class 3 secured claim of Fire Alarm Specialists will be paid 100% of the balance owed of $58,553 over 60 months in monthly payments of $975.88. Funds for the payment under the Plan will be from pre and post confirmation collection of assessments (regular and special) and receivables. The Debtor expects to special assess only to the extent required to meet the plan obligations and other necessary functions of the reorganized Debtor. The Amended Disclosure Statement is available at: http://bankrupt.com/misc/flsb16-12401-86.pdf About New World Condominium New World Condominium Apartments IV Condominium Association Inc., a not-for-profit condominium association, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 16-12401) on Feb. 22, 2016. The petition was signed by William Puckett, president. The Debtor is represented by Jay M. Gamberg, Esq., at Gamberg & Abrams. The Debtor estimated assets at $100,001 to $500,000 and liabilities at $500,001 to $1 million at the time of the filing. NEWBURY COMMON: Unsecureds to Recoup Up to 65% Under Plan --------------------------------------------------------- Newbury Common Associates, LLC, and certain of its affiliates filed with the U.S. Bankruptcy Court for the District of Delaware a disclosure statement dated Feb. 27, 2017, referring to the Debtors' joint plan of liquidation. Class 5 General Unsecured Claims are impaired by the Plan. Estimated recoveries for holders of these claims are: a. Investor Trust Debtors: 35%-65% b. Seaboard Hotel LTS and Seaboard Hotel LTS Member: 0% c. Other Plan Debtors: 10%-40% Each holder of a General Unsecured Claim will receive, in full satisfaction thereof, its pro rata share of the applicable Distribution Escrow Sub-Account of the Plan Debtor against whom its claim it allowed, that remains after all payments are made to senior Classes of Claims (excluding Class 4, Settling Lender Claims) against such Plan Debtor in accordance with the Payment Waterfall, until such Holder has received payment in full of its Allowed Claim. Payment to holders of Claims in Class 5 will be made: (i) at the time as all Allowed Other General Unsecured Claims against the applicable Plan Debtor are allowed; (ii) at the time and upon such terms as may be agreed upon by the holder and the Wind-Down Administrator; or (iii) at such time and upon such terms as set forth in an order of the Court. The Plan is based upon, and depends on, a multi-pronged global settlement that, in the Plan Debtors' view, is fair, equitable, and reasonable, and is in the best interests of all of the Plan Debtors' stakeholders. After extensive negotiations with the major stakeholders in the Plan Debtors, the Plan Debtors believe that the Plan Settlement results in meaningful distributions being made throughout the capital structure of the various Plan Debtors. The principal features of the Plan are: (i) the settlement of the Settling Lender Claims, including the establishment of the Settling Lender Escrow Account; (ii) the settlement of Causes of Action and Plan Releases among the Settling Lenders and the holders of Investor Claims and Equity Interests, including the establishment of the Investor Trust; (ii) the settlement of Professional Fees Claims; (iii) the settlement of the Substantial Contribution Claims and the establishment of the Participant Investor Expense Fund; (iv) the establishment of the Distribution Escrow Account, which will be sub-divided into the Distribution Escrow Sub Accounts, include the balance of the remaining cash in the Plan Debtors' estates, and be used to satisfy the remaining Claims against the Plan Debtors in accordance with the Payment Waterfall; (v) the settlement of the Dechert Claims; and (vi) the Plan Debtor Release in favor of the Released Parties in exchange for the compromises of the Released Parties effected through the Plan's treatment of their Claims and Equity Interests. Pursuant to the Plan, the Wind-Down Administrator will be responsible for, among other things, administering the Plan, winding up the Plan Debtors' affairs, resolving any claim (other than Investor Claims) filed against a Plan Debtor that is not Allowed as of the Effective Date, and administering Distributions to holders of Allowed Claims (other than Investor Claims and Subordinated Claims) from the Distribution Escrow Account in accordance with the Plan. Immediately following the Effective Date of the Plan, the Wind-Down Administrator will be authorized to take, in his or her sole and absolute discretion, all actions reasonably necessary to dissolve or cancel the limited liability company existence of the Plan Debtors under applicable laws. In addition, upon the Effective Date, the Chapter 11 cases for each Plan Debtor, except for Seaboard Hotel, will be deemed closed, and the Wind-Down Administrator will submit an order to the Court under certification of counsel closing each Chapter 11 case, and all matters related to the Chapter 11 cases of the Plan Debtors will continue to be administered and addressed in the Chapter 11 case of Seaboard Hotel. After all Investor Causes of Action and Disputed Claims and Equity Interests have been resolved, the U.S. Trustee Fees have been paid, all of the funds in the Investor Trust have been distributed in accordance with the Plan, or at earlier time as the Wind-Down Administrator deems appropriate, the WindDown Administrator will seek authority from the Bankruptcy Court to close the Chapter 11 case for Seaboard Hotel, in accordance with the Bankruptcy Code, the Bankruptcy Rules, and the Local Bankruptcy Rules. On the Effective Date, the Settling Lender Escrow Account will be established in the legal name of Seaboard Hotel and funded with the aggregate amount of $9,400,000 from the cash available at all of the Plan Debtors. The Settling Lender Escrow Account will be governed by the Settling Lender Escrow Account Agreement and the funds therein will be disbursed in accordance with its terms. The Disclosure Statement is available at: http://bankrupt.com/misc/deb15-12507-1589.pdf 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. NEXT COMMUNICATIONS: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------------- An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of Next Communications, Inc. as of March 1, according to a court docket. Next Communications, Inc. filed a Chapter 11 bankruptcy petition (Bankr. S.D. Fla. Case No. 16-26776) on December 21, 2016. The Hon. Robert A. Mark presides over the case. AM Law, LLC represents the Debtor as counsel. In its petition, the Debtor estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. The petition was signed by Arik Maimon, CEO. NICHOLAS DENTON: Seeks Dismissal of Chapter 11 Case --------------------------------------------------- Nick Denton, founder and former CEO of Gawker Media Group, Inc., and Gawker Media, LLC, filed a motion asking the U.S. Bankruptcy Court for the Southern District of New York to dismiss his Chapter 11 case, saying he no longer needs bankruptcy protection as his lawsuit with Hulk Hogan, whose real name is Terry Bollea, has been resolved. According to papers filed in court, Mr. Denton reach an agreement with Mr. Bollea, which, subject to Court approval, provides for, among other things, the full release and satisfaction of the Bollea Punitive Damages Judgment (without cash consideration from the Debtor), the dismissal of the Bollea Appeal, and except as otherwise provided in the Denton-Bollea Settlement, a mutual release of any and all claims as between the Debtor and Bollea. On February 24, 2017, the Debtor filed a motion to approve the Bollea-Denton Settlement, which is scheduled to be heard by the Court at the same date and time as the hearing on the Dismissal Motion (March 22, 2017). Jonathan Randles, writing for The Wall Street Journal Pro Bankruptcy, pointed out that the cause of Mr. Denton's financial distress was the $140 million legal judgment awarded to wrestler Hulk Hogan, and this has been settled in connection with Gawker's bankruptcy case. Furthermore, since the Petition Date, Mr. Denton's primary material asset (his shares in GMGI) has been liquidated. Consequently, the Debtor is solvent, with liquid assets substantially in excess of his liabilities, the court papers said. The Chapter 11 Case has, therefore, served its bankruptcy purpose, Mr. Dentons' lawyers told the Bankruptcy Court. "There is simply no need or good reason for me to continue to incur the costs attendant to prosecuting this chapter 11 case to closure," Mr. Denton said in a filing. About Gawker Media and Nick Denton Founded in 2002 by Nick Denton, Gawker Media is privately held online media company operating seven distinct media brands with corresponding websites under the names Gawker, Deadspin, Lifehacker, Gizmodo, Kotaku, Jalopnik, and Jezebel. The Company's various Websites cover, among other things, news and commentary on current events, politics, pop culture, sports, cars, fashion, productivity, technology and video games. Gawker sought bankruptcy protection after being ordered to pay $140.1 million in connection with an invasion of privacy lawsuit arising from publication of a report and commentary and accompanying sex video involving Terry Gene Bollea. New York-based Gawker Media, LLC -- fdba Gawker Sales, LLC, Gawker Entertainment, LLC, Gawker Technology, LLC and Blogwire, Inc. -- filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 16-11700) on June 10, 2016. The Hon. Stuart M. Bernstein presides over the Debtors' cases. Affiliates Gawker Media Group, Inc., and Budapest, Hungary-based Kinja, Kft., filed separate Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 16-11719 and 16-11718) on June 12, 2016. The cases are jointly administered. Gregg M. Galardi, Esq., David B. Hennes, Esq., and Michael S. Winograd, Esq., at Ropes & Gray LLP serve as counsel to the Debtors. William Holden at Opportune LLP serves as Gawkers' chief restructuring officer. Houlihan Lokey Capital, Inc., serves as the Debtors' investment banker. Prime Clerk LLC serves as claims, balloting and administrative agent. The Debtors estimated $50 million to $100 million in assets and $100 million to $500 million in liabilities. Mr. Denton filed for personal bankruptcy to protect himself from the legal judgment awarded to Hulk Hogan in an invasion-of-privacy lawsuit. Nicholas G. A. Denton filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 16-12239) on August 1, 2016, and is represented by Ilana Volkov, Esq., and Mark Tsukerman, Esq., at Cole Schotz P.C. The U.S. Trustee for Region 2 on June 24, 2016, appointed three creditors of Gawker Media LLC and its affiliates to serve on the official committee of unsecured creditors. The committee members are Terry Gene Bollea, popularly known as Hulk Hogan, Shiva Ayyadurai, and Ashley A. Terrill. The Committee retained Simpson Thacher & Bartlett LLP, in New York, as counsel. Counsel to US VC Partners LP, as Prepetition Second Lien Lender, are David Heller, Esq., and Keith A. Simon, Esq., at Latham & Watkins LLP. Counsel to Cerberus Business Finance, LLC, as DIP Lender, are Adam C. Harris, Esq., at Schulte Roth & Zabel LLP. OAKS OF PRAIRIE: Has Interim OK Use Cash Collateral Until March 31 ------------------------------------------------------------------ Judge Thomas M. Lynch of the U.S. Bankruptcy Court for the Northern District of Illinois authorized The Oaks of Prairie Point Condominium Association to use the cash collateral of Illinois State Bank during the period from March 1, 2017, through March 31, 2017, on an interim basis. The Debtor is authorized to use cash collateral to the extent set forth on the Budget, with the exception of those items identified as "exterior repairs" which will not be paid without further approval from Illinois State Bank. The approved Budget provides total projected expenses in the aggregate sum of $34,950. The Debtor is prohibited from making any disbursements from or deposits to the Debtor-In-Possession account currently located at Rockford Bank and Trust without the consent of Illinois State Bank. Additionally, the Debtor is directed to provide evidence that no disbursement from or deposits to the Rockford Bank & Trust account have been made. Judge Lynch granted Illinois State Bank the following adequate protection for its purported secured interests: (a) Illinois State Bank will be granted a valid and perfected, enforceable security interest in and to the Debtor's post-petition accounts, assessments and other receivables which are now or hereafter become property of the estate to the extent and priority of its alleged pre-petition liens, but only to the extent of any diminution in the value of such assets; (b) The Debtor will execute any documents that may be reasonably required by Illinois State Bank to evidence the post-petition interests granted in the Order; (c) The Debtor will permit Illinois State Bank to inspect its books and records; (d) The Debtor will maintain and pay premiums for insurance to cover all of its assets from fire, theft and water damage; (e) The Debtor will make available to Illinois State Bank evidence of that which constitutes its collateral or proceeds; and (f) The Debtor will maintain the Property in good repair and properly manage such property. A status hearing on the Debtor's use of cash collateral has been scheduled for March 27, 2017 at 10:30 a.m. A full-text copy of the Order, entered on Feb. 23, 2017, is available at http://tinyurl.com/h3u9tm9 About The Oaks of Prairie Point Condominium Association The Oaks of Prairie Point Condominium Association is an Illinois corporation that owns and operates condominium buildings located in Lake in the Hills, Illinois, known as "The Oaks of Prairie Point Condominium". The Oaks of Prairie Point Condominium sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 16-80238) on Feb. 3, 2016. The petition was signed by Donna Smith, property manager. The case is assigned to Judge Thomas M. Lynch. The Debtor estimated assets and liabilities at $1 million to $10 million at the time of the filing. The Debtor is represented by Thomas W. Goedert, Esq., at Crane, Heyman, Simon, Welch & Clar, in Chicago, Illinois. OPTIMA SPECIALTY: Committee Tries to Block DIP Financing OK ----------------------------------------------------------- The Official Committee of Unsecured Creditors of Optima Specialty Steel, Inc., et al., filed with the U.S. Bankruptcy Court for the District of Delaware an objection to the Debtors' request for authorization to obtain postpetition secured financing and to use cash collateral. The Committee says that while the Court previously entered an order approving the DIP Motion on an interim basis, many of the Committee's objections raised in the preliminary objection have not been resolved to its satisfaction or were otherwise deferred to the final hearing on the DIP Motion. The Committee is hopeful that it will be able to resolve its remaining objections with the Debtors and the DIP Lenders. However, to the extent that its objections are not resolved in advance of the final hearing, the Committee reserves all rights to be heard at the final hearing and raise any and all objections, including those previously identified in the Preliminary Objection, to the approval of the DIP Motion on a final basis. Ryan Boysen, writing for Bankruptcy Law360, relates that the Committee told the Court on Feb. 21 that it will continue to argue at the hearing this week. As reported by the Troubled Company Reporter on Jan. 25, 2017, the Debtors sought the Court's permission to obtain postpetition secured financing from DDJ Capital Management, LLC, on behalf of certain of its managed accounts and investment funds, as well as third parties acceptable to DDJ Capital Management, known as the New Money DIP Lenders. The essential terms, among others, of the proposed DIP Facility, state that a total facility of $211,700,000, with the proceeds of the DIP Loans consisting of and be used by the company as follows: (i) up to $50,000,000 to fund the payment of expenses of the type and in the amounts set forth in the Budget, subject to Permitted Variances and the other Budget Covenants; and (ii) upon entry of the Final Order, to repay, in full, in cash, all Prepetition Secured Notes Obligations and the termination of the liens securing the same. Up to $40,000,000 of the DIP Loans will be available upon entry of the Interim Order. The TCR reported on Jan. 26, 2017, that the Debtors received court approval to enter into an immediate credit facility providing up to $40 million of new immediate borrowing capacity. About Optima Specialty Steel Optima Specialty Steel, Inc. and its affiliates filed separate Chapter 11 bankruptcy petitions on Dec. 15, 2016: Optima Specialty Steel, Inc. (Bankr. D. Del. 16-12789); Niagara LaSalle Corporation (Bankr. D. Del. 16-12790); The Corey Steel Company (Bankr. D. Del. 16-12791); KES Acquisition Company (Bankr. D. Del. 16-12792); and Michigan Seamless Tube LLC (Bankr. D. Del. 16-12793). The petitions were signed by Mordechai Korf, chief executive officer. At the time of filing, the Debtor had assets and liabilities estimated at $100 million to $500 million each. Optima Specialty Steel and its affiliates are independent manufacturers of specialty steel products. Their manufacturing facilities are located in the United States, and each of the companies' operating units have operated in the steel industry for more than 50 years. At the time of the bankruptcy filing, the Debtors collectively employ more than 900 people. The Debtors engaged Greenberg Traurig, LLP, Wilmington, DE, as counsel. The Debtors tapped Ernst & Young LLP as their accountant. No request has been made for the appointment of a trustee or examiner. On Jan. 4, 2017, the U.S. Trustee for Region 3 appointed an official committee of unsecured creditors. The committee hired Squire Patton Boggs (US) LLP as its lead counsel and Whiteford, Taylor & Preston LLC as its local Delaware counsel. ORION PROCESSING: Consumer Financial Wants $107MM Judgment OK'd --------------------------------------------------------------- Cara Mannion, writing for Bankruptcy Law360, reports that the Consumer Financial Protection Bureau asked a Florida federal court on Feb. 24, 2017, to authorize a $107 million final judgment against Orion Processing LLC. According to Law360, the trustee supervising the Debtor's case and the CFPB said that they reached an accord to provide reimbursement for consumers who were allegedly misled into believing that the Debtor would provide specialized legal consultation. Law360 recalls that the Debtor was embroiled in an alleged debt-relief scheme that cost consumers millions in "exorbitant, illegal upfront fees." Headquartered in Austin, Texas, Orion Processing LLC dba World Law Processing filed for Chapter 7 liquidation (Bankr. W.D. Tex. Case No. 15-10279) on Feb. 27, 2015, estimating its assets and liabilities at between $500,001 and $1 million each. Jerome Andrew Brown, Esq., at The Brown Law Firm serves as the Debtor's bankruptcy counsel. ORLEANS HOMEBUILDERS: Court Enjoins Condo Association's Claims -------------------------------------------------------------- Judge Kevin J. Carey of the United States Bankrupty Court for the District of Delaware granted, in part, the motion filed by reorganized Orleans Homebuildings, Inc., et al., to enjoin claims arising prior to the effective date of the debtors' Modified Second Amended Joint Plan of Reorganization. The debtors filed chapter 11 petitions on March 1, 2010. On April 30, 2010, the Mews at Byers Station Condominium Association, Inc., filed a proof of claim, asserting both secured and unsecured claims. The debtor's plan became effective on February 14, 2011. On November 21, 2012, the association filed a complaint against the reorganized debtors in the Court of Common Pleas of Chester County, Pennsylvania, alleging that: (i) the reorganized debtors failed to honor statutory and contractual warranties to repair alleged structural defects to common elements and limited common elements of the condominium, The Mews at Byers Station; and (ii) the reorganized debtors failed to pay assessments for units at the condominium that it once owned and subsequently sold. The reorganized debtors moved for an order enforcing the plan injunction, holding the association in civil contempt for violating the plan injunction and awarding actual damages, costs, attorney fees and punitive damages. Judge Carey held that the plain language of the plan and confirmation order prevent the association from pursuing pre-petition claims against the reorganized debtors, except to enforce any right to distribution under the terms of the plan. The judge concluded that the association's pre-petition claims include any claims for damages arising out of the units and buildings constructed and sold pre-petition, as well as any right to payment for assessments that arose pre-petition. The judge held that any obligations on pre-petition claims under the plan are expunged by the disallowance order. The association argued, however, that the "Revesting Provision" of the plan provides that its pre-petition claims were not discharged, but passed through the plan and may be enforced against the reorganized debtors. Judge Carey held that the association's reading of the Revesting Provision is too broad and disregards most of the language in that section. The judge found that the Revesting Provision's plain language specifically applies to agreements between the debtors and governmental or quasi-governmental agencies, and does not include agreements between the debtors and private third-parties, even if those obligations are referenced in an assumed agreement. Judge Carey thus concluded that the association's causes of action against the reorganized debtors based on claims that arose pre-petition are barred by the plan discharge and injunction, and any request for payment under the plan was extinguished by the disallowance order. Judge Carey also held that the plan's discharge and injunction applies and bars the association from pursuing any post-petition, pre-effective date claims agains the reorganized debtors in the Pennsylvania action. The judge, however, added that any claims in the Pennsylvania action that are based upon post-effective date sales or construction are not subject to the plan's discharge and injunction. The reorganized debtors' request for sanctions was deferred. A full-text copy of Judge Carey's February 17, 2017, opinion is available at: http://bankrupt.com/misc/deb10-10684-4671.pdf About Orleans Homebuilders Orleans Homebuilders, Inc. -- aka FPA Corporation, OHB, Parker & Lancaster, Masterpiece Homes, Realen Homes and Orleans -- develops, builds and markets high-quality single-family homes, townhouses and condominiums. From its headquarters in suburban Philadelphia, the Company serves a broad customer base including first-time, move-up, luxury, empty-nester and active adult homebuyers. The Company currently operates in these 11 distinct markets: Southeastern Pennsylvania; Central and Southern New Jersey; Orange County, New York; Charlotte, Raleigh and Greensboro, North Carolina; Richmond and Tidewater, Virginia; Chicago, Illinois; and Orlando, Florida. The Company's Charlotte, North Carolina operations also include adjacent counties in South Carolina. Orleans Homebuilders employs approximately 300 people. The Company filed for Chapter 11 bankruptcy protection on March 1, 2010 (Bankr. D. Del. Case No. 10-10684). Cahill Gordon & Reindell LLP is the Debtor's bankruptcy and restructuring counsel. Curtis S. Miller, Esq., and Robert J. Dehney, Esq., at Morris, Nichols, Arsht & Tunnell, are the Debtor's Delaware and restructuring counsel. Blank Rome LLP is the Debtor's special corporate counsel. Garden City Group Inc. is the Debtor's claims and notice agent. Gerard S. Catalanello, Esq., and James J. Vincequerra, Esq., at Duane Morris LLP, in New York; Lawrence J. Kotler, at Duane Morris LLP, in Philadelphia, Pennsylvania; and Richard W. Riley, Esq., and Sommer L. Ross, Esq., at Duane Morris LLP, in Wilmington, Delaware, serve as counsel to the Official Committee of Unsecured Creditors. The Company estimated assets and debts at $100 million to $500 million as of the Petition Date. Orleans Homebuilders, Inc., in February 2011 completed its financial reorganization and emerged from Chapter 11 protection as a newly reorganized company. Orleans emerged with $160 million in new financing, including a $30 million revolving credit facility. PACHECO BROTHERS: Taps Kornfield Nyberg as Legal Counsel -------------------------------------------------------- Pacheco Brothers Gardening, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of California to hire legal counsel. The Debtor proposes to hire Kornfield, Nyberg, Bendes, Kuhner & Little, P.C. to give legal advice regarding its duties under the Bankruptcy Code, and provide other legal services related to its Chapter 11 case. The hourly rates charged by the firm are: Eric Nyberg $425 Charles Bendes $390 Chris Kuhner $385 Sarah Little $375 Nancy Nyberg $80 Kornfield does not represent any interest adverse to the Debtor's bankruptcy estate, according to court filings. The firm can be reached through: Chris D. Kuhner, Esq. Sarah L. Little, Esq. Kornfield, Nyberg, Bendes, Kuhner & Little, P.C. 1970 Broadway, Suite 225 Oakland, CA 94612 Tel: (510) 763-1000 Fax: (510) 273-8669 Email: c.kuhner@kornfieldlaw.com Email: s.little@kornfieldlaw.com About Pacheco Brothers Gardening Pacheco Brothers Gardening Inc. is a full-service landscape company providing commercial landscape maintenance, landscape installation, turf renovation and irrigation projects. It has been in business for over 35 years. The majority of the Debtor's business is maintenance, which involves a wide variety of services ranging from mowing and trimming to irrigation repairs and troubleshooting. It has a number of East Bay municipal and public agency accounts as well as a mix of homeowner association, commercial accounts and school district accounts. The Debtor has a substantial amount of landscaping and construction business (for example, installation of landscaping and hardscaping, playground installation, retaining walls, landscape lighting, and the like). It also provides other services including tractor and specialty services. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. N.D. Calif. Case No. 17-40403), due to financial pressure brought on by several factors, including litigation cost relating to Tom Del Conte and TDDC Ventures LLC v. Pacheco Brothers Gardening, Inc., et al., Case No. HG15797608, currently pending in Alameda County Superior Court, unpaid vendors and operational difficulty due to its debt structure. At the time of the petition filing, the Debtor disclosed $1.36 million in assets and $2.78 million in liabilities. The petition was signed by Lynn Pacheco, secretary. The case is assigned to Judge William J. Lafferty. PANAMA CITY INVESTMENTS: March 30 Plan Confirmation Hearing ----------------------------------------------------------- Judge Karen K. Specie of the U.S. Bankruptcy Court for the Northern District of Florida conditionally approved the disclosure statement and accompanying plan of reorganization filed by Panama City Investments, LLC, on Jan. 20, 2017. March 23, 2017, is fixed as the last day for filing and serving written objections to the disclosure statement and is fixed as the last day for filing acceptances or rejections of the plan. A confirmation hearing will be held at U.S. Courthouse, 30 W. Government Street, Panama City, FL on March 30, 2017, at 10:00 AM, Central Time. Objections to confirmation shall be filed and served seven days before the confirmation hearing. As previously reported, under the plan, Class 5 general unsecured creditors will receive pro-rata payments from the net remaining proceeds from the sale of the Properties to the extent they are sold under the Plan or sold at auction following the first Anniversary of the Effective Date. The Plan Proponent believes that there will be sufficient funds as of the Effective Date to make all required payments, or that the sales of the Highway 231 and Resota Beach Properties will be sufficient to satisfy such claims. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/flnb16-50200-44.pdf About Panama City Investments Panama City Investments, LLC, filed a Chapter 11 bankruptcy petition (Bankr. N.D. Fla. Case No. 16-50200) on July 26, 2016, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Teresa M. Dorr, Esq., at Zalkin Revell, PLLC. No official committee of unsecured creditors has been appointed in the case. PBA EXECUTIVE: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------- An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of PBA Executive Suites, LLC as of March 1, according to a court docket. PBA Executive Suites, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 16-26136) on Dec. 3, 2016. The petition was signed by William Smith, chief financial officer. The Debtor is represented by Brian K. McMahon, Esq., at Brian K. McMahon, P.A. At the time of the filing, the Debtor estimated assets of less than $1 million and liabilities of less than $500,000. PELLERIN ENERGY: Involuntary Chapter 11 Case Summary ---------------------------------------------------- Alleged Debtor: Pellerin Energy Group, LLC 3909 Suite G-2 Ambassador Caffery Pkwy. Lafayette, LA 70503 Case Number: 17-50233 Involuntary Chapter 11 Petition Date: March 1, 2017 Court: United States Bankruptcy Court Western District of Louisiana (Lafayette) Judge: Hon. Robert Summerhays Alleged Debtor's Counsel: Louis M. Phillips, Esq. KELLY HART & PITRE LLP One American Place 301 Main Street, Suite 1600 Baton Rouge, LA 70825-0004 Tel: (225) 381-9643 Fax: (225) 336-9763 E-mail: louis.phillips@kellyhart.com Petitioner's Counsel: Paul Douglas Stewart, Jr., Esq. STEWART ROBBINS & BROWN, LLC 620 Florida Street, Suite 100 P.O. Box 2348 Baton Rouge, LA 70821-2348 Tel: (225) 231-9998 Fax: (225) 709-9467 E-mail: dstewart@stewartrobbins.com Petitioner Nature of Claim Claim Amount ---------- --------------- ------------ Joshua A. Pellerin $63,685 117 Diamond Creek Dr. Broussard, LA 70518 PENNGOOD LLC: Unsecureds to Receive 13% Under 2nd Amended Plan -------------------------------------------------------------- Penngood LLC filed with the U.S. Bankruptcy Court for the District of Columbia a second amended disclosure statement describing its chapter 11 plan of reorganization. Three creditors, Aspire Channel, LLC, TV One, LLC, and Reach Media, filed objections to the debtor's first Chapter 11 Plan alleging that the debtor received funds from Universal McCann, which included an amount to be paid to them for media or advertising which the debtor purchased on behalf of the U.S. Army. These three creditors allege that this portion of the funds paid to the debtor by Universal McCann was to be held in trust for their benefit. Class 3 under this amended plan includes all unsecured creditors who claim that the debtor is or was holding funds which were or are being held by the debtor in trust for their benefit. At present, this Class consists of the three creditors who have objected to the debtor's original Chapter 11 Plan, Aspire Channel, Reach Media, and TV One. The plan proposes to pay class 3 claimants an immediate pro-rata distribution of $318,402 upon the effective date of the Plan sent to them directly by the debtor. Those creditors electing to be in this Class and who accept the distribution do so with the acknowledgment that the amount so distributed represents a payment of their claim, and they will not be entitled to any further distribution under the amended plan. Class 4 includes those creditors who have general unsecured claims against the debtor. These creditors will receive a monthly pro rata distribution over the following 60 months as follows: $2,500 each month beginning Jan. 1 (or the first month after the effective date of the plan, whichever is later) for the year 2017, $3,000 each month for the year 2018, $3,666.67 each month for the year 2019, $4,250 each month for the year 2020, and $5,000 each month for the year 2021, ending on Dec. 31 (or the 60th month after the effective date of the plan, whichever is later). It is estimated that members of this class will receive an amount under the proposed plan equal to approximately 13% of their claims, assuming that Reach Media, T.V. One, and Aspire are the only creditors who elect to be Class 3 claimants. In addition, should the debtor recover damages from its lawsuit against its former landlord, 1/2 of any net recovery received during the 60 months from the effective date of the Plan, less the debtor's attorney’s fees and expenses, shall be paid to the members of Class 4. The estimated dividend to this class given earlier does not include this contingency. As reported by the TCR on Dec. 7, 2016, under the initial plan, Class 3 general unsecured creditors will receive an immediate pro-rata distribution of $318,402 upon the effective date of the Plan sent to them directly by the debtor. Thereafter, they will receive a monthly pro rata distribution over the following sixty months as follows: $2,500 each month beginning Jan. 1 for the year 2017, $3,000 each month for the year 2018, $3,666.67 each month for the year 2019, $4,250 each month for the year 2020, and $5,000 each month for the year 2021, ending Dec. 31. Class 4 under the initial plan was previously designated to the equity owner of the debtor, Mr. Clyde Penn. Mr. Penn is now under Class 5. The debtor is actively pursuing additional accounts with Federal agencies and is reasonably hopeful of obtaining contracts from several sources, including the D.C. Government. A full-text copy of the Second Amended Disclosure Statement is available at: http://bankrupt.com/misc/dcb16-00051-119.pdf About Penngood LLC Headquartered in Washington, DC, Penngood LLC dba Penn Good and Associates LLP derives its income primarily from government contracts, or from work done for companies who are themselves working on government contracts and has several promising opportunities to acquire new accounts and to expand its business in this area. It filed for Chapter 11 bankruptcy protection (Bankr. D.C. Case No. 16-00051) on Feb. 15, 2016, listing $1.85 million in total assets and $4.42 million in total liabilities. The petition was signed by Clyde H. Penn Jr., owner. PFO GLOBAL: Hires Orenstein Law as Counsel ------------------------------------------ PFO Global, Inc., Pro Fit Optix Holding Company, LLC, Pro Fit Optix, Inc., PFO Technologies, LLC, PFO Optima, LLC and PFO MCO, LLC, seek authorization from the U.S. Bankruptcy Court for the Northern District of Texas to employ Orenstein Law Group, P.C. as counsel. The Debtors require Orenstein Law to: (a) give the Debtors respective legal advice with respect to their respective duties and powers; (b) assist the Debtors in their investigation of their assets, liabilities, and financial condition, the Debtors' businesses, and any other matter relevant to these Bankruptcy Cases or to the formulation of a plan or plans of reorganization; (c) file, or amend if necessary, schedules and statements of financial affairs and any other pleading or document deemed necessary to be filed on behalf of the Debtors; (d) participate with the Debtors in the formulation of a plan or plans of reorganization, including, if necessary, attending and assisting in negotiation sessions, discussions and meetings with their creditors; (e) assist the Debtors in the sale of their assets pursuant to Section 363 of the Bankruptcy Code; (f) assist the Debtors in requesting the appointment of professional persons, should such action be necessary; (g) represent the Debtors at all necessary hearings, including but not limited to motions, trials, rejection and acceptance of executory contract hearings, disclosure statement and plan confirmation hearings; and (h) perform such other legal services as may be required and in the best interests of the Debtors and their respective estates, including, but not limited to, prosecution of appropriate necessary adversary proceedings. Orenstein Law will be paid at these hourly rates: Rosa R. Orenstein $450 Nathan M. Nichols $275 Carol L. Wolfram $350 Legal Assistants $100 Orenstein Law will also be reimbursed for reasonable out-of-pocket expenses incurred. On January 9, 2017, Debtors provided Orenstein Law with a pre-petition retainer in the amount of $75,000. As of the petition date, there remained a $22,260.50 balance in the Retainer. Rosa R. Orenstein, a shareholder at Orenstein Law, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Orenstein Law can be reached at: Rosa R. Orenstein, Esq. Nathan M. Nichols, Esq. ORENSTEIN LAW GROUP, P.C. 1910 Pacific Avenue, Suite 8040 Dallas, TX 75201 Tel: (214) 757-9101 Fax: (972) 764-8110 E-mail: rosa@orenstein-lg.com nathan@orenstein-lg.com About PFO Global PFO Global, Inc., and each of its affiliates Pro Fit Optix Holding Company, LLC, Pro Fit Optix, Inc., PFO Technologies, LLC, PFO Optima, LLC, and PFO MCO, LLC, filed their respective Chapter 11 petitions (Bankr. N.D. Tex. Case No. 17-30355, Bankr. N.D. Tex. Case No. 17-30358, Bankr. N.D. Tex. Case No. 17-30361, Bankr. N.D. Tex. Case No. 17-30362, Bankr. N.D. Tex. Case No. 17-30363 and Bankr. N.D. Tex. Case No. 17-30365, respectively) on Jan. 31, 2017. The Debtors are represented by Rosa R. Orenstein, Esq. and Nathan M. Nichols, Esq., at Orenstein Law Group, P.C. The Debtors are a consolidated group of companies that operate in the eyewear and lenses industry worldwide. Global owns 100% of the equity interests in Holding. In turn, Holding owns 100% of the equity interests in Optix, Technologies, Optima and MCO. PFO GLOBAL: Taps Haynes and Boone as Special Corporate Counsel -------------------------------------------------------------- PFO Global, Inc., and its debtor-affiliates seek authorization from the U.S. Bankruptcy Court for the Northern District of Texas to employ Haynes and Boone, LLP, as special corporate and securities law counsel, nunc pro tunc to Jan. 31, 2017. The Debtor requires Haynes and Boone to represent the Debtor in connection with corporate and securities law matters that may arise from time to time during the case. The primary counsel working on this case will be partner William Kleinman and associate Chelsea Belote. Mr. Kleinman's hourly rate is $850 and Ms. Belote's hourly rate is $450. Haynes and Boone will also be reimbursed for reasonable out-of-pocket expenses incurred. Haynes and Boone has estimated that, if the case is resolved consensually, and Haynes and Boone's role is solely customary securities and corporate law work then its fees during the first three months of the case would not exceed a total of $25,000. The Debtor proposes that it be permitted to pay 100% of fees and expenses up to $10,000 per month subject to the approved budget in the applicable debtor-in-possession financing order, without formal application to the Court, upon the submission to the Debtor and the Notice Parties of an appropriate invoice setting forth in reasonable detail the nature of the services rendered after the Petition Date, provided the applicable review period has passed and no objection has been raised. In the event the total amount to be paid to Haynes and Boone exceeds $10,000 in a given month, then Haynes and Boone will be required to submit a fee application. Haynes and Boone was paid a total of $156,242 for services rendered to the Debtor in the twelve months prior to the Petition Date. On the Petition Date, PFO was indebted to Haynes and Boone for services rendered in the amount of $232,454. William Kleinman, partner of Haynes and Boone, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Haynes and Boone can be reached at: William S. Kleinman, Esq. HAYNES AND BOONE, LLP 2323 Victory Ave., Suite 700 Dallas, TX 75219 Tel: (214) 651-5000 Fax: (214) 651-5940 E-mail: Bill.kleinman@haynesboone.com About PFO Global PFO Global, Inc., and each of its affiliates Pro Fit Optix Holding Company, LLC, Pro Fit Optix, Inc., PFO Technologies, LLC, PFO Optima, LLC, and PFO MCO, LLC, filed their respective Chapter 11 petitions (Bankr. N.D. Tex. Case No. 17-30355, Bankr. N.D. Tex. Case No. 17-30358, Bankr. N.D. Tex. Case No. 17-30361, Bankr. N.D. Tex. Case No. 17-30362, Bankr. N.D. Tex. Case No. 17-30363 and Bankr. N.D. Tex. Case No. 17-30365, respectively) on Jan. 31, 2017. The Debtors are represented by Rosa R. Orenstein, Esq. and Nathan M. Nichols, Esq., at Orenstein Law Group, P.C. The Debtors are a consolidated group of companies that operate in the eyewear and lenses industry worldwide. Global owns 100% of the equity interests in Holding. In turn, Holding owns 100% of the equity interests in Optix, Technologies, Optima and MCO. PIONEER NATURAL: Moody's Ups Rating on Sr. Sub. Shelf from (P)Ba1 ----------------------------------------------------------------- Moody's Investors Service upgraded the senior unsecured notes rating of Pioneer Natural Resources Company to Baa2 from Baa3. The outlook is stable. "Pioneer's upgrade to Baa2 reflects its limited use of debt while executing on an ambitious growth strategy, anchored by its production from the prolific Permian Basin in West Texas," commented Andrew Brooks, Moody's Vice President. "Pioneer has committed to maintaining its strong balance sheet, funding production growth with internally generated cash flow, supplemented by potential asset monetization proceeds and equity issuance if necessary, while restricting its incremental use of debt." Issuer: Pioneer Natural Resources Company Upgrades: Issuer Rating, Upgraded to Baa2 from Baa3 -- Pref. Shelf, Upgraded to (P)Baa3 from (P)Ba1 -- Subordinate Shelf, Upgraded to (P)Baa3 from (P)Ba1 -- Senior Unsec. Shelf, Upgraded to (P)Baa2 from (P)Baa3 -- BACKED Pref. Shelf, Upgraded to (P)Baa3 from (P)Ba1 -- BACKED Subordinate Shelf, Upgraded to (P)Baa3 from (P)Ba1 -- BACKED Senior Subordinate Shelf, Upgraded to (P)Baa3 from (P)Ba1 -- BACKED Senior Unsec. Shelf, Upgraded to (P)Baa2 from (P)Baa3 -- Senior Unsecured Regular Bond/Debentures, Upgraded to Baa2 from Baa3 Outlook Actions: Issuer: Pioneer Natural Resources Company -- Outlook, Remains Stable RATINGS RATIONALE Pioneer's Baa2 senior unsecured rating is supported by its improving credit metrics and robust liquidity, its sizeable asset base and consistent oil-focused production growth directly attributable to the strength of its horizontal drilling program in the prolific Permian Basin. Pioneer has stringently limited its use of incremental debt while exhibiting strong and increasingly lower cost production growth. A well-hedged production mix and aggressive cost management should continue generating a leveraged full-cycle ratio well in excess of 1.0x, even in this lower priced crude oil and natural gas environment. Moody's expects that Pioneer will continue to maintain a modestly leveraged debt profile, adhering to a goal of funding its capital spending through cash flow, supplemented as necessary with asset-sale proceeds and equity issuance. Pioneer's production grew 15% in 2016 to an average 234 thousand barrels of oil equivalent (Boe) per day, 57% of which was crude oil, with a fourth quarter exit rate of 242 thousand Boe per day. Directing approximately 85% of 2017's planned $2.8 billion capital budget for drilling and completion in the Permian's multiple Spraberry and Wolfcamp horizons, Pioneer sees annual production gains of 15%-18% over the next several years. To protect the funding of its drilling program, Pioneer continues to extensively hedge its commodity price exposure, hedging approximately 85% of its projected 2017 crude oil production and 55% of its natural gas. Pioneer expects to fund 2017's capital spending program with approximately $2.2 billion of projected cash from operations, supplemented by balance sheet cash on hand. The company's year-end proved reserve base totaled 726 million Boe (71% liquids, 89% proved developed), representing a 175% all-sources reserve replacement. Production growth has been accompanied by declining financial leverage; while production has almost doubled over the five-year period through 2016, debt levels have fallen 30%, with debt on production (net of March's pre-funded $485 million debt maturity) dropping to $12,760 per Boe (including Moody's standard adjustments). Retained cash flow (RCF) to debt at December 31 was a strong -- given subdued commodity prices -- 49%. Year-end PV-10 of $4.2 billion covered debt (net of March's debt maturity) 1.4x. Pioneer's liquidity position at year-end 2016 was very strong reflecting $2.98 billion of balance sheet cash and liquid investments. While the company outspent cash flow by almost $1 billion (including a $428 million acreage acquisition in the Permian), the deficit was funded by a total of $2.5 billion of equity issuance during the year and the receipt of $500 million from the second and final instalment of the 2015 sale of its interest in the Eagle Ford midstream joint venture. Moody's assumes that any further outspend will be similarly funded with balance sheet cash, which could be partially replenished with select future asset sale proceeds. At year-end 2016, Pioneer's $1.5 billion unsecured revolving credit facility, with an August 2020 scheduled maturity date, was fully available. March's $485 million and May 2018's $450 million note maturities have been pre-funded and will be retired with cash, which will drop aggregate debt levels another 25% to $2.6 billion. Pioneer's rating outlook is stable. An upgrade could be considered should production approach 500,000 Boe per day while maintaining a leveraged full-cycle ratio over 2x. Presuming Pioneer executes on its growth objectives as planned, Moody's would expects any incremental use of debt be limited such that debt to average daily production at the same time would not exceed $12,000 per Boe. A re-leveraging of Pioneer's balance sheet to fund production growth or an inability to fully execute on its growth objectives with RCF to debt dropping below 30% could prompt a ratings downgrade. Pioneer Natural Resources Company is an independent exploration and production company headquartered in Irving, Texas. The principal methodology used in these ratings was Global Independent Exploration and Production Industry published in December 2011. PREMIER KIDS: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: Premier Kids Enrichment Center, LLC 3475 N. Watkins Street Memphis, TN 38127 Tel: 901-649-2255 Case No.: 17-21855 Chapter 11 Petition Date: March 1, 2017 Court: United States Bankruptcy Court Western District of Tennessee (Memphis) Judge: Hon. Paulette J. Delk Debtor's Counsel: Brian L Davis, Esq. DAVIS LAW FIRM, PLLC 254 Court Avenue, Suite 300 Memphis, TN 38103 Tel: 662-393-8542 E-mail: davislaw@davislawfirmpc.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Harry L.Smith, member. 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/tnwb17-21855.pdf PRICEVILLE PARTNERS: Plan Trustee Hires Maples Law as Counsel ------------------------------------------------------------- Stuart M. Maples, Plan Trustee of Priceville Partners, LLC, seeks authorization from the U.S. Bankruptcy Court for the Northern District of Alabama to employ Maples Law Firm, PC, as counsel for the Plan Trustee, nunc pro tunc to Jan. 18, 2017. The Plan Trustee requires the assistance of counsel so as to enable him to perform properly his functions as Plan Trustee in this case. The retention of the attorneys is necessary to assist in investigation and recovery of assets and the matters related thereto. Maples Law will be reimbursed for reasonable out-of-pocket expenses incurred. Deanna S. Smith, attorney with Maples Law, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estate. Maples Law can be reached at: Deanna S. Smith, Esq. MAPLES LAW FIRM, PC 200 Clinton Ave West, Suite 1000 Huntsville, AL 35801 Tel: (256) 489-9779 Fax: (256) 489-9720 E-mail: dsmith@mapleslawfirmpc.com About Priceville Partners Decatur, Alabama-based Priceville Partners, LLC, also known as Performance Auto Sales, is engaged in the sale of automobiles. Priceville Partners sought Chapter 11 protection (Bankr. N.D. Ala. Case No. 16-80675) on March 4, 2016. The case is assigned to Judge Clifton R. Jessup Jr. Lee R. Benton and Samuel C. Stephens, Esq., at Benton & Centeno, LLP, are the Debtor's bankruptcy attorneys. Andrew P. Campbell, Esq., and Todd Campbell, Esq., at the Law Firm of Campbell Guin, LLC, have been tapped as special counsel. The Debtor estimated $500,000 to $1 million in assets and $1 million to $10 million in debt. PRINCESS POLLY: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Princess Polly Anna, Inc PO BOX 1624 Lewisburg, WV 24901 Case No.: 17-50060 Chapter 11 Petition Date: March 1, 2017 Court: United States Bankruptcy Court Southern District of West Virginia (Beckley) Judge: Hon. Frank W. Volk Debtor's Counsel: John F. Leaberry, Esq. LAW OFFICE OF JOHN LEABERRY 167 Patrick Street Lewisburg, WV 24901 Tel: (304) 645-2025 E-mail: leaberry01@yahoo.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Frederick J. Taylor, president. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/wvsb17-50060.pdf PURADYN FILTER: Glenhill Advisors et al. Have 7.8% Equity Stake --------------------------------------------------------------- In an amended Schedule 13G filed with the Securities and Exchange Commission, Glenhill Advisors, LLC, Glenn J. Krevlin, Glenhill Capital Advisors, LLC, Glenhill Capital Management, LLC and Glenhill Capital Overseas Master Fund, LP reported that as of Dec. 31, 2016, they beneficially own 3,787,308 shares of common stock of Puradyn Filter Technologies Incorporated representing 7.8 percent of the shares outstanding. Glenn J. Krevlin is the managing member and control person of Glenhill Advisors, LLC, and is the sole shareholder of Krevlin Management, Inc. Krevlin Management, Inc. is the managing member of Glenhill Capital Advisors, LLC, which is the investment manager of Glenhill Capital Overseas Master Fund, LP, a security holder of the Issuer. Glenhill Advisors, LLC is the managing member of Glenhill Capital Management, LLC. Glenhill Capital Management, LLC is the sole shareholder of Glenhill Capital Overseas GP, Ltd. Glenhill Capital Overseas GP, Ltd. is general partner of Glenhill Capital Overseas Master Fund, LP. A full-text copy of the regulatory filing is available at: https://is.gd/I2AWs7 About Puradyn Filter Boynton Beach, Fla.-based Puradyn Filter Technologies Incorporated (OTC BB: PFTI) designs, manufactures and markets the puraDYN's Oil Filtration System. Puradyn reported a net loss of $1.44 million on $1.97 million of net sales for the year ended Dec. 31, 2015, compared to a net loss of $1.15 million on $3.11 million of net sales for the year ended Dec. 31, 2014. As of Sept. 30, 2016, Puradyn Filter had $1.57 million in total assets, $15.10 million in total liabilities and a total stockholders' deficit of $13.52 million. Liggett & Webb, P.A., in Boynton Beach, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has experienced net losses since inception and negative cash flows from operations and has relied on loans from related parties to fund its operations. These factors raise substantial doubt about the Company's ability to continue as a going concern, the auditors said. RABBE FARMS: Plan Outline Okayed, Plan Hearing Set for April 6 -------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Minnesota will consider approval of the Chapter 11 plan of Rabbe Farms LLP and Rabbe AG Enterprises, General Partnership, at a hearing on April 6. The hearing will be held at 9:30 a.m., at the U.S. Courthouse, Courtroom 8 West, 300 South Fourth Street, Minneapolis, Minnesota. The court had earlier approved the companies' disclosure statement, allowing them to start soliciting votes from creditors. The Feb. 23 order required voting creditors to file the ballots accepting or rejecting the plan five days prior to the hearing. Objections must be filed at least seven days before the hearing. About Rabbe Farms LLP Headquartered in Ormsby, Minnesota, Rabbe Farms LLP, dba Rabbe Grain Co., dba Rabbe Grain Elevator, filed for Chapter 11 bankruptcy protection (Bankr. D. Minn. Case No. 15-33479) and affiliates Rabbe Ag Enterprises General Partnership (Bankr. D. Minn. Case No. 15-33481) and North Country Seed, LLC (Bankr. D. Minn. Case No. 15-33482) filed separate Chapter 11 bankruptcy protection on Sept. 29, 2015. The petitions were signed by Joel Rabbe, general partner. Judge Kathleen H Sanberg presides over the cases. The Debtors are represented by Ralph Mitchell, Esq., at Lapp Libra Thomson Stoebner & Pusch. Rabbe Farms estimated its assets at between $1 million and $10 million and liabilities at $10 million to $50 million. Rabbe Ag Enterprises estimated its assets at $0 to $50,000 and liabilities at $500,000 to $1 million. North Country Seed estimated its assets at $0 to $50,000 and liabilities at $1 million to $10 million. RESOURCE CAPITAL: Mark McKinney Sues Directors for Refusing Probe ----------------------------------------------------------------- Shayna Posses, writing for Bankruptcy Law360, reports that Resource Capital Corp. shareholder Mark E. McKinney filed a lawsuit against the Company's directors in New York federal court accusing them of mishandling a Puerto Rico hotel loan portfolio that prompted a $41 million write-down in August 2015. According to Law360, Mr. McKinney said on Feb. 23 that his demand for the board to conduct a probe was refused. As reported by the Troubled Company Reporter on Feb. 27, 2017, Steven Trader, Bankruptcy Law360, reported that shareholder Patrick Caito sued the Company on Feb. 22, 2017. The lawsuit closely matches three prior lawsuits filed in New York state and federal court derivatively on behalf of the REIT and its shareholders, who accuse the directors of mismanaging a Puerto Rico hotel loan portfolio that prompted a $41 million write-down in August 2015. Founded in 2005, Resource Capital Corp. (NYSE:RSO) -- http://www.resourcecapitalcorp.com/index.html-- is a New York City-based specialty finance company focused on real-estate related assets and, to a lesser extent, higher-yielding commercial finance assets. The Company's investment strategy concentrates on the following asset classes: commercial real estate-related assets like commercial mortgage-backed securities, B notes and mezzanine debt, residential real estate-related assets such as residential mortgage-backed securities and commercial finance assets like other asset-backed securities, syndicated bank loans, equipment leases, trust preferred securities and private equity investments principally issued by financial institutions. The Company qualifies to be treated as a REIT for federal income tax purposes. As a REIT, the Company is not subject to federal income tax if it distributes at least 90% of its taxable income to its shareholders. RICHARD DODDS: Sale of Craig Residence to Wightman for $300K Okayed ------------------------------------------------------------------- Judge Joseph G. Rosania, Jr., of the U.S. Bankruptcy Court for the District of Colorado authorized Richard John Dodds and Cheryl Ann Dodds to sell their real property known as 37399 North Highway 13, Craig, Colorado ("Craig Residence") to Kenneth A. Wightman for $300,000. The sale is free and clear of any liens, claims, encumbrances and interests. Any and all liens, claims and encumbrances against the Craig Residence, other than Border State Bank, will attach the proceeds of the sale, to the extent allowed by the Court. The Debtors are authorized to pay at closing all real estate taxes owing to the respective State and County within which the Craig Residence resides, together with the Debtors' obligations to the Border State Bank, as described in the Sale Motion and the Stipulation, together with all customary, reasonable and necessary costs of sale, such as recording fees, prorated real property taxes, insurance premiums, and other closing costs, from the gross sale proceeds of the sale of the Craig Residence. The Debtors will escrow the sum of $33,020 from the proceeds of the sale with Land Title, with the lien of the IRS, if any, to attach to such proceeds. Upon payment of the remaining proceeds from the sale of the Craig Residence, the Border State Bank will release as to the Craig Residence only. The Border State Bank will retain its lien on the Bad Medicine Property and the Craig Commercial to the same extent such lien existed prepetition. The stay of execution on the Order imposed by Fed.R.Bank.P. 6004(h) is lifted. Richard John Dodds and Cheryl Ann Dodds sought Chapter 11 protection (Bankr. D. Colo. Case No. 16-10809) on Feb. 1, 2016. RITA RESTAURANT: Has Interim OK to Continue Using Cash Collateral ----------------------------------------------------------------- Judge Ronald B. King of the U.S. Bankruptcy Court for the Western District of Texas authorized Rita Restaurant Corp. and its affiliated debtors to use cash collateral on an interim basis. The Debtors were authorized to use cash collateral for the purposes of and in the amounts identified on the Budget, from week ending March 1, 2017 through week ending March 29, 2017, in the approximate aggregated amount of $2,245,925 operating cash disbursements. The Prepetition Lender was granted replacement liens on all of the Debtors' assets that constituted collateral of the Prepetition Lender as of the Petition Date, in the order and priority as the Prepetition Lender's liens existed on the Petition Date, and to the extent of any diminution of the value of its collateral interests existing as of the Petition Date. A final hearing on the Debtors' further use of cash collateral will be conducted on March 1, 2017 at 10:00 a.m. A full-text copy of the Ninth Interim Order, entered on Feb. 23, 2017, is available at https://is.gd/1rupZp About Rita Restaurant Corp. Rita Restaurant Corp. and its affiliates operate full service, casual dining restaurants, consisting of 16 Don Pablo's Mexican Kitchen restaurants and 1 Hops Grill and Brewery restaurant, located in 10 states in the United States. Don Pablo's is a chain of Tex-Mex restaurants founded in Lubbock, Texas in 1985. The menu features Tex-Mex items, salsa, tortillas and sauces and a range of other Mexican specialties. At one time, the chain had as many as 120 location throughout the United States making it the second largest full service Mexican restaurant chain in the United States during the late 1990s. Hops is a casual dining restaurant that offers fresh, made from scratch menu items in a relaxed atmosphere featuring signature dishes that are created from high-quality, fresh ingredients, prepared in a display style kitchen that allows the customer to view the cooking process. Rita Restaurant Corp., Don Pablo's Operating, LLC, and Hops Operating, LLC, sought Chapter 11 protection (Bankr. W.D. Tex. Case Nos. 16-52272, 16-52274, and 16-52275, respectively) on Oct. 4, 2016. The petitions were signed by Peter Donbavand, vice-president. The cases are assigned to Judge Ronald B. King. The Debtors are represented by John E. Mitchell, Esq. and David W. Parham, Esq. at Akerman LLP. At the time of the filing, Rita Restaurant and Don Pablo's estimated assets and liabilities at $1 million to $10 million, while Hops Operating estimated assets at $500,000 to $1 million and liabilities at $1 million to $10 million. ROSETTA GENOMICS: Amends 5.17M Shares Resale Prospectus with SEC ---------------------------------------------------------------- Rosetta Genomics Ltd. filed an amended Form F-1 registration statement with the U.S. Securities and Exchange Commission relating to the resale, from time to time, by Sabby Volatility Warrant Master Fund, Ltd. and Sabby Healthcare Master Fund, Ltd., or their pledgees, donees, transferees, or other successors in interest of up to 5,170,000 of the Company's ordinary shares issuable upon conversion of convertible debentures issued to the selling stockholders in connection with a private placement under a Securities Purchase Agreement entered into on Nov. 23, 2016. The Company amended the registration statement to delay its effective date. The Company's ordinary shares are currently listed on the NASDAQ Capital Market under the symbol "ROSG." On Feb. 13, 2017, the last reported sale price of its ordinary shares was $0.50 per share. The selling stockholders may offer and sell any of the ordinary shares from time to time at fixed prices, at market prices or at negotiated prices, and may engage a broker, dealer or underwriter to sell the shares. The Company will not receive any proceeds from the sale of any ordinary shares by the selling stockholders. A full-text copy of the prospectus is available for free at: https://is.gd/RUl34u About Rosetta Genomics Based in Rehovot, Israel, Rosetta Genomics Ltd. is seeking to develop and commercialize new diagnostic tests based on a recently discovered group of genes known as microRNAs. MicroRNAs are naturally expressed, or produced, using instructions encoded in DNA and are believed to play an important role in normal function and in various pathologies. The Company has established a CLIA- certified laboratory in Philadelphia, which enables the Company to develop, validate and commercialize its own diagnostic tests applying its microRNA technology. Rosetta Genomics reported a loss from continuing operations of US$17.34 million on US$8.26 million of total revenues for the year ended Dec. 31, 2015, compared to a loss from continuing operations of US$14.52 million on US$1.32 million of total revenues for the year ended Dec. 31, 2014. As of Sept. 30, 2016, Rosetta had $12.62 million in total assets, $3.70 million in total liabilities and $8.92 million in total shareholders' equity. As reported by the TCR on Oct. 18, 2016, Rosetta received a staff deficiency letter from The Nasdaq Stock Market notifying the Company that for the past 30 consecutive business days, the closing bid price per share of its ordinary shares was below the $1.00 minimum bid price requirement for continued listing on The Nasdaq Capital Market, as required by Nasdaq Listing Rule 5550(a)(2). ROSETTA GENOMICS: Yitzhak Peterburg Quits as Director ----------------------------------------------------- Yitzhak Peterburg, M.D., Ph.D., notified Rosetta Genomics Ltd. that he was resigning as a director, effective Feb. 11, 2017, due to other professional obligations, according to the Company's Form 8-K report filed with the Securities and Exchange Commission. About Rosetta Genomics Based in Rehovot, Israel, Rosetta Genomics Ltd. is seeking to develop and commercialize new diagnostic tests based on a recently discovered group of genes known as microRNAs. MicroRNAs are naturally expressed, or produced, using instructions encoded in DNA and are believed to play an important role in normal function and in various pathologies. The Company has established a CLIA- certified laboratory in Philadelphia, which enables the Company to develop, validate and commercialize its own diagnostic tests applying its microRNA technology. Rosetta Genomics reported a loss from continuing operations of US$17.34 million on US$8.26 million of total revenues for the year ended Dec. 31, 2015, compared to a loss from continuing operations of US$14.52 million on US$1.32 million of total revenues for the year ended Dec. 31, 2014. As of Sept. 30, 2016, Rosetta had $12.62 million in total assets, $3.70 million in total liabilities and $8.92 million in total shareholders' equity. As reported by the TCR on Oct. 18, 2016, Rosetta received a staff deficiency letter from The Nasdaq Stock Market notifying the Company that for the past 30 consecutive business days, the closing bid price per share of its ordinary shares was below the $1.00 minimum bid price requirement for continued listing on The Nasdaq Capital Market, as required by Nasdaq Listing Rule 5550(a)(2). ROUST CORP: Amended Plan is Effective as of Feb. 17 --------------------------------------------------- The effective date of the amended and restated joint prepackaged Chapter 11 plan of reorganization of Roust Corporation and its debtor-affiliates occurred on Feb. 17, 2017, and as a result, the Debtors' plan has been substantially consummated. As reported by the Troubled Company Reporter on Feb. 3, 2017, the U.S. Bankruptcy Court for the District of New York entered an Order dated Jan. 10, confirming the Debtors' Amended and Restated Joint Prepackaged Chapter 11 Plan of Reorganization. Rule 3021-1(a) of the Local Bankruptcy Rules for the Southern District of New York require the Debtors to submit a proposed order containing a timetable with the steps proposed for achieving substantial consummation of the Plan and entry of a final decree closing the Debtors' Chapter 11 Cases. According to the Proposed Order dated Jan. 24, the Debtors anticipate that the Effective Date and substantial consummation of the Plan will occur on or before February 10, 2017. The Debtors said they anticipate completing the distributions required under the Plan on, or as soon as reasonably practicable after, the Effective Date. The Debtors expected to seek entry of a final decree closing the Chapter 11 Cases promptly following the completion of distributions contemplated by the Plan. The Debtors' Chapter 11 Cases are prepackaged cases and all claims other than claims in Classes 1 and 2 are Unimpaired under the Plan. Accordingly, the Debtors have not sought the setting of a bar date and do not anticipate seeking such relief. The Debtors noted they have not commenced and do not anticipate commencing any avoidance actions. The date referred to in the timetable is the Debtors' good faith estimate and is subject to change. In accordance with Local Bankruptcy Rule 3021-1(b), the Debtors will inform the Court of any revisions thereto and, if necessary, will file a status report detailing the actions taken by the Debtors in furtherance of the closing of the Chapter 11 Cases every six months until a final decree has been entered closing the Chapter 11 Cases. The Debtors and the Reorganized Debtors will be responsible for managing distributions under the Plan. About Roust Corporation Roust Corporation, formerly Central European Distribution Corporation -- http://www.roust.com/-- is a vodka producer. The Company's business primarily involves the production and sale ofits own spirit brands, and the importation of a range of spirits and wines. It operates its business based upon three primary segments: Poland, Russia and Hungary. In Poland, its brand portfolio includes Absolwent, Zubrowka, Zubrowka Biala, Soplica, Bols and Palace brands. Its other brands include Absolwent Grapefruit, Absolwent Apple Mint, Zubrowka Zlota, Soplica Plum and Soplica Blackcurrant. It produces and sells vodkas primarily in three vodka sectors: premium, mainstream and economy. Its primary operations are conducted in Poland, Russia, Ukraine and Hungary. It has around six operational manufacturing facilities located in Poland and Russia. It also produces ready-to-drink alcoholic beverages, such as wine-based Amore, gin-based Bravo Classic and Elle. Roust Corporation and three affiliated companies each filed petitions seeking relief under chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 16-23786) on Dec. 30, 2016. The Debtors' cases have been assigned to Judge Robert D. Drain. The petitions were signed by Grant Winterton, CEO. The Debtors disclosed $1,373,863,812 in assets and liabilities of $787,054,813 as of Nov. 30, 2016. The Debtors are represented by attorneys Scott Simpson, Jay Goffman, Mark McDermott, Mark Chehi and Sarah Pierce of Skadden Arps Slate Meagher & Flom LLP. The Debtors also tapped Houlihan Lokey, Inc., as financial advisor and investment banker; and Epiq Bankruptcy Solutions, LLC as claims and noticing agent. * * * The Debtors have filed a a Prepackaged Plan of Reorganization, dated Dec. 1, 2016, a full-text copy of which is available for free at http://bankrupt.com/misc/nysb16-23786-9.pdf The Plan contemplates these transactions: Holders of Existing Senior Secured Notes will receive payment in full in the form of (i) new senior secured notes due 2022 in the aggregate principal amount of $385 million at 10% interest payable semi-annually, commencing on January 1, 2017 (the "New Senior Secured Notes"), (ii) cash consideration of $20 million, (iii) a debt-to-equity conversion of the remaining balance of the Existing Senior Secured Notes (including all accrued and unpaid interest through and inclusive of the Petition Date) in exchange for 12.08% of the new common stock in Reorganized Roust (subject to the right of holders of Existing Convertible Notes to subscribe for that same common stock, with the proceeds of such subscription to be paid in cash to holders of Existing Senior Secured Notes in lieu of such new common stock, which is described in the Plan as the "Existing Senior Secured Notes Equity Subscription") and (iv) the right to participate in the $55 million offering of new common stock in Reorganized Roust (the "Share Placement"), with the Existing Senior Secured Notes Committee agreeing to backstop $5 million of the Share Placement. On Jan. 10, 2017, the Court entered an Order confirming the Debtors' Amended and Restated Joint Prepackaged Chapter 11 Plan of Reorganization. RUXTON DESIGN: Seeks Court Approval on Cash Collateral Use ---------------------------------------------------------- Ruxton Design and Build, LLC, asks the U.S. Bankruptcy Court for the District of Maryland for authorization to use cash collateral. The Debtor relates that is indebted to 1st Global Capital Financial Services in the principal amount which is now approximately $90,000. 1st Global asserts that the Debtor's indebtedness is secured by multiple assets as owned by the Debtor. The Debtor tells the Court that 1st Global did not confirm its position on the cash collateral nor protest its use, and therefore, 1st Global has acquiesced in the use of the cash collateral assuming that its lien is proper and perfected. The Debtor proposes to provide adequate protection to 1st Global in the event that the lien on its cash collateral is, in fact, valid. The Debtor also suggests that $1,000 a month be placed in an escrow account pending a resolution of the status of the lien based on current projected income for at least 90 days pending a review of the Debtor's income at that time. The Debtor contends that 1st Global had been taking out nearly $2,000 a week from the Debtor's accounts contributing to the reasons why the Debtor filed its case. As such, the Debtor adds that it can not continue at anything close to that amount if its case is to have a chance of success. The proposed budget reflects an average monthly operating expenses of approximately $140,038. A full-text copy of the Debtor's Amended Motion, dated Feb. 23, 2017, is available at https://is.gd/eKlNVV A copy of the Debtor's Budget is available at https://is.gd/Im67Rd About Ruxton Design and Build Ruxton Design and Build, LLC, filed a chapter 11 petition (Bankr. D. Md. Case No. 17-10359) on Jan. 10, 2017. The petition was signed by Frank B. Zeberlein, president. The Debtor is represented by Stephen J. Kleeman, Esq., at the Law Offices of Stephen J. Kleeman. At the time of filing, the Debtor had assets and liabilities estimated to be between $100,000 to $500,000 each. SALON MEDIA: Incurs $6.27 Million Net Loss in Third Quarter ----------------------------------------------------------- Salon Media Group, Inc. filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss attributable to common stockholders of $6.27 million for the months ended Dec. 31, 2016, compared to a net loss attributable to common stockholders of $251,000 for the three months ended Dec. 31, 2015. For the nine months ended Dec. 31, 2016, Salon Media recognized a net loss attributable to common stockholders of $7.98 million compared to a net loss attributable to common stockholders of $1.39 million for the same period during the prior year. Net revenue for the period was $1.2 million, a decrease of 37% from the $2.0 million reported for the three months ending Dec. 31, 2015. For the nine months ending Dec. 31, 2016, net revenue was $3.5 million, a decrease of 34% from the $5.3 million reported for the nine months ending Dec. 31, 2015. The decrease in revenue as compared to a year ago was a result of both a decline in direct advertising revenues as the Company shifted its advertising sales efforts to programmatic advertising, and a decline in traffic compared to the Dec. 31, 2015, quarter that led to a reduction in inventory available for programmatic advertising sales. As of Dec. 31, 2016, Salon Media had $1.64 million in total assets, $4.69 million in total liabilities, $4.28 million in total mezzanine equity and a total stockholders' deficit of $7.33 million. "This quarter we made some excellent progress in controlling our costs, growing audience and relaunching video into a critically acclaimed property that is beginning to scale," said Jordan Hoffner, CEO of Salon Media Group. "These pillars will help propel the Salon Media Group towards future growth." The Company has a history of significant losses and expects to incur a loss from operations, based on generally accepted accounting principles, for its fiscal year ending March 31, 2017, and potentially for future years. BPM LLP, Salon's independent registered public accounting firm for the years ended March 31, 2016, 2015, and 2014, included a "going-concern" audit opinion on the financial statements for those years. The audit opinions report substantial doubt about the Company's ability to continue as a going concern, citing issues such as the history of losses, liquidity issues and absence of current profitability. The Company's stock price and investment prospects have been and could continue to be adversely affected, thus limiting financing choices and raising concerns about the realization of value on assets and operations. Salon Media reported a net loss of $1.96 million on $6.95 million of net revenues for the year ended March 31, 2016, compared to a net loss of $3.94 million on $4.94 million of net revenues for the year ended March 31, 2015. A full-text copy of the Form 10-Q is available for free at: https://is.gd/SXjyz8 About Salon Media San Francisco, Calif.-based Salon Media Group (OTC BB: SLNM.OB) -- http://www.Salon.com/-- is an online news and social networking company and an Internet publishing pioneer. SEATRUCK INC: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------ An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of SeaTruck Inc. as of March 1, according to a court docket. SeaTruck, Inc., filed a chapter 11 petition (Bankr. S.D. Fla. Case No. 16-26397) on Dec. 9, 2016. The petition was signed by Jared Schatz, president. The case is assigned to Judge Raymond B. Ray. The Debtor is represented by Eric A. Rosen, Esq., at Fowler White Burnett, P.A. BDO USA, LLP serves as its accountant. The Debtor disclosed total assets at $2.17 million and total liabilities at $3.75 million. SEMINOLE TRACKS: Seeks to Hire Triple Crown as Broker ----------------------------------------------------- Seminole Tracks, Inc. seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire a broker. The Debtor proposes to hire Triple Crown Properties, Inc. to market and sell its 403.86-acre property located at 24515 Dooley Grade Road, Clewiston, Florida. Triple Crown will get a commission of 6% of the total sales price. The Debtor wants the property sold for $6.9 million. Jason Shinn, president of Triple Crown, disclosed in a court filing that his firm is "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Jason T. Shinn Triple Crown Properties, Inc. 3141 Fairlane Farms Road Wellington, FL 33414 Tel: (561) 296-1820 About Seminole Tracks Inc. Seminole Tracks, Inc., a Florida corporation, filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 16-10583) on December 13, 2016. The Hon. Caryl E. Delano presides over the case. Andrew M. Brumby, at Shutts & Bowen LLP, serves as bankruptcy counsel. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The petition was signed by Fabio Soldati, president. SEMINOLE TRACKS: Taps Giuseppe Brusa as Accountant -------------------------------------------------- Seminole Tracks, Inc., seeks authorization from the U.S. Bankruptcy Court for the Middle District of Florida to employ Giuseppe Brusa CPA, LLC, as accountant. The Debtor requires Mr. Brusa to assist with the preparation and filing of federal and state tax returns and debtor-in-possession operating reports during the pendency of the case. Giuseppe Brusa assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estate. Mr. Brusa can be reached at: Giuseppe Brusa GIUSEPPE BRUSA CPA, LLC 1001 Brickell Bay Dr., Suite 1706 Miami, FL 33131 Tel:(305) 960-7516 About Seminole Tracks Seminole Tracks, Inc., is a Florida corporation that owns 403.86 acres of land having an address of 24515 Dooley Grade Road, Clewiston, Florida. Seminole Tracks filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 16-10583) on Dec. 13, 2016. The Hon. Caryl E. Delano presides over the case. In its petition, the Debtor estimated $1 million to $10 million in assets and liabilities. The petition was signed by by Fabio Soldati, president. Andrew M. Brumby, at Shutts & Bowen LLP, serves as bankruptcy counsel to the Debtor. No trustee has been appointed, and the Debtor continues to operate its business and manage its property pursuant to Sec. 1107 and 1108 of the Bankruptcy Code. SIXTY SIXTY CONDOMINIUM: U.S. Trustee Unable to Appoint Committee ----------------------------------------------------------------- An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of Sixty Sixty Condominium Association, Inc. as of March 1, according to a court docket. Sixty Sixty Condominium Association, Inc. filed a Chapter 11 bankruptcy petition (Bankr. S.D. Fla. Case No. 16-26187) on December 5, 2016, listing $100,000 to $500,000 in total assets, and $1 million to $10 million in liabilities. The petition was signed by Maria Velez, president of the Board of Directors. The Hon. Robert A Mark presides over the case. Brett D. Lieberman, Esq., at Messana, P.A., represents the Debtor as counsel. Juda Eskew & Associates, PA serves as the Debtor's accountant. Sixty Sixty Condominium is a mixed-use hotel/residential building located at 6060 Indian Creek Drive in Miami Beach, Florida. It is a not-for-profit corporation. It is responsible for, among other things, the management, operation, and maintenance of the Condominium's "Common Elements", and other obligations imposed by state statute. SKG THE PARK: Case Summary & 6 Unsecured Creditors -------------------------------------------------- Debtor: SKG The Park at Spanish Ridge, LLC 8912 Spanish Ridge Ave. #300 Las Vegas, NV 89148 Case No.: 17-10955 Chapter 11 Petition Date: March 1, 2017 Court: United States Bankruptcy Court District of Nevada (Las Vegas) Judge: Hon. Mike K. Nakagawa Debtor's Counsel: Samuel A. Schwartz, Esq. SCHWARTZ FLANSBURG PLLC 6623 Las Vegas Blvd. So., Ste 300 Las Vegas, NV 89119 Tel: (702) 385-5544 Fax: (702) 385-2741 E-mail: sam@nvfirm.com Total Assets: $28.36 million Total Liabilities: $24.49 million The petition was signed by Jerry Kramer and John Schadler, managing members. Debtor's List of Six Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Century Link $98 Clark County Water $1,347 MDL Group $12,729 Nitz Walton & Heaton Ltd Legal Fees $84,555 Thyssenkrup Corp $1,785 Wells Fargo Bank, NA Unknown SKG THE PARK: Case Summary & 6 Unsecured Creditors -------------------------------------------------- Debtor: SKG The Park at Spanish Ridge, LLC 8912 Spanish Ridge Ave. #300 Las Vegas, NV 89148 Case No.: 17-10955 Chapter 11 Petition Date: March 1, 2017 Court: United States Bankruptcy Court District of Nevada (Las Vegas) Judge: Hon. Mike K. Nakagawa Debtor's Counsel: Samuel A. Schwartz, Esq. SCHWARTZ FLANSBURG PLLC 6623 Las Vegas Blvd. So., Ste 300 Las Vegas, NV 89119 Tel: (702) 385-5544 Fax: (702) 385-2741 Email: sam@nvfirm.com Total Assets: $28.36 million Total Liabilities: $24.49 million The petition was signed by Jerry Kramer and John Schadler, managing members. List of Debtor's Six Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Century Link $98 Clark County Water $1,347 MDL Group $12,729 Nitz Walton & Heaton Ltd Legal Fees $84,555 Thyssenkrup Corp $1,785 Wells Fargo Bank, NA Unknown STAFFING GROUP: Iroquois Capital No Longer Owns Shares ------------------------------------------------------ In an amended Schedule 13G filed with the Securities and Exchange Commission, Iroquois Capital Management L.L.C. and Richard Abbe disclosed that as of Dec. 31, 2016, they did not beneficially own shares of common stock of The Staffing Group Ltd. A full-text copy of the regulatory filing is available at: https://is.gd/Abjs1v About The Staffing Group, Ltd. The Staffing Group, Ltd., is engaged in the business of providing temporary staffing solutions. The Company provides general laborers to construction, light industrial, refuse, retail and hospitality businesses, and recruits, hires, trains and manages skilled workers. The Company operates approximately one staffing location in Montgomery, Alabama through its subsidiary, Staff Fund I, LLC. Staff Fund I, LLC, is focused in the blue collar staffing industry. Staffing Group reported a net loss of $272,364 for the year ended Dec. 31, 2015, following a net loss of $510,832 for the year ended Dec. 31, 2014. As of Sept. 30, 2016, Staffing Group had $3.83 million in total assets, $5.61 million in total liabilities and a total stockholders' deficit of $1.77 million. Marcum LLP, in Marcum, LLP, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has just completed a split-off and has not generated any significant revenues from its continuing operations, incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. STONE ENERGY: Announces Continued Listing of New Shares ------------------------------------------------------- Lafayette, Louisiana-based Stone Energy Corporation (NYSE: SGY) announced on Feb. 24, 2017, that it received approval to list its new common stock with the new CUSIP number 861642 403 on the New York Stock Exchange under the same NYSE ticker symbol "SGY" as the existing shares of the Company's issued common stock, 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 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; 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 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. 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 common equity percentages in the reorganized Company is subject to dilution from the exercise of the Warrants and a management incentive plan. 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. STONE ENERGY: Reports Financial Results for Fourth Quarter 2016 --------------------------------------------------------------- Stone Energy Corporation (NYSE: SGY) on Feb. 23, 2017, announced financial and operational results for the fourth quarter of 2016. Some items of note from the fourth quarter of 2016 and early 2017 include: -- Production volumes exceeded the upper end of fourth quarter 2016 guidance -- Confirmation Order approved plan of reorganization -- Sale Order approved sale of Appalachian assets -- Pompano platform rig program reinitiated Financial Results Stone reported a fourth quarter of 2016 net loss of $116.4 million, or $20.76 per share, on oil and gas revenue of $112.2 million, compared to a net loss of $318.7 million, or $57.63 per share, on oil and gas revenue of $106.2 million in the fourth quarter of 2015. The adjusted net loss for the fourth quarter of 2016, which excludes impairment charges of $73.1 million, was $27.3 million, or $4.88 per share. For full year 2016, Stone reported a net loss of $590.6 million, or $105.63 per share, on oil and gas revenue of $374.7 million, compared to a net loss of $1.1 billion, or $197.45 per share, on oil and gas revenue of $532.3 million for full year 2015. The adjusted net loss for full year 2016, which excludes impairment charges of $357.4 million, was $154.5 million, or $27.63 per share. Net cash provided by operating activities totaled $45.7 million for the fourth quarter of 2016, while discretionary cash flow totaled $37.1 million during the fourth quarter of 2016, as compared to $48.5 million and $114.6 million, respectively, during the fourth quarter of 2015. Net cash provided by operating activities totaled $78.6 million for full year 2016, while discretionary cash flow totaled $83.1 million for full year 2016, as compared to $247.5 million and $351.9 million, respectively, during full year 2015. Net daily production during the fourth quarter of 2016 averaged 43.7 thousand barrels of oil equivalent ("MBoe") per day (262 million cubic feet of gas equivalent ("MMcfe") per day), which included approximately 22.3 MBoe (133.8 MMcfe) per day from the Gulf of Mexico (GOM) and 21.4 MBoe (128.2 MMcfe) per day from Appalachia, compared to net daily production of 39.1 MBoe (234.7 MMcfe) per day in the third quarter of 2016 and net daily production of 24.1 MBoe (144.6 Mcfe) per day in the fourth quarter of 2015. The fourth quarter 2016 production mix was approximately 39% oil, 39% natural gas and 22% natural gas liquids ("NGLs"). Net daily production volumes for full year 2016 averaged 36.6 MBoe (219.6 MMcfe) per day, compared to net daily production of 39.6 MBoe (237.8 MMcfe) per day in 2015. The decrease in full year production volumes for 2016 was primarily attributable to the shut-in of production at our Mary field from September 2015 until late June 2016. The production mix for full year 2016 was 47% oil, 37% natural gas and 16% NGLs, while the production mix for full year 2015 was 41% oil, 42% natural gas and 17% NGLs. Excluding Appalachia production, volumes for the Gulf of Mexico basin in January and February 2017 averaged approximately 18 - 20 MBoe per day (108 - 120 MMcfe per day). Prices realized during the fourth quarter of 2016 averaged $49.39 per barrel of oil, $15.49 per barrel of NGLs and $2.26 per Mcf of natural gas. Average realized prices for the fourth quarter of 2015 were $69.68 per barrel of oil, $18.51 per barrel of NGLs and $2.48 per Mcf of natural gas. Effective hedging transactions increased the average realized price of oil by $2.62 per barrel and increased the average realized price of natural gas by $0.21 per Mcf in the fourth quarter of 2016. Effective hedging transactions increased the average realized price of oil by $29.33 per barrel and increased the average realized price of natural gas by $0.91 per Mcf in the fourth quarter of 2015. Realized prices for the year ended December 31, 2016 averaged $44.59 per barrel of oil, $13.23 per barrel of NGLs and $2.19 per MCF of natural gas, compared to $69.52 per barrel of oil, $13.46 per barrel of NGLs and $2.29 per Mcf of natural gas realized during the year ended December 31, 2015. Effective hedging transactions increased the average realized price of oil by $3.77 per barrel and $22.64 per barrel for the years ended December 31, 2016 and 2015, respectively. Effective hedging transactions increased the average realized price of natural gas by $0.39 in both 2016 and 2015. Lease operating expenses during the fourth quarter of 2016 totaled $24.3 million ($6.05 per Boe or $1.01 per Mcfe), compared to $20.9 million ($9.42 per Boe or $1.57 per Mcfe) in the fourth quarter of 2015. The quarter over quarter increase is primarily due to well intervention operations on the deep water Amethyst well. Lease operating expenses for the years ended December 31, 2016 and 2015 totaled $79.7 million and $100.1 million, respectively. On a unit of production basis, lease operating expenses were $5.94 per Boe or $0.99 per Mcfe and $6.92 per Boe or $1.15 per Mcfe for the years ended December 31, 2016 and 2015, respectively. The decrease in full year 2016 lease operating expenses is primarily attributable to service cost reductions, the implementation of cost-savings measures, operating efficiencies and the shut-in of production at our Mary field from September 2015 until late June 2016. Other operational expenses during the fourth quarter of 2016 totaled $6.2 million, compared to $0.7 million in the fourth quarter of 2015. The increase is primarily due to payments related to contract termination charges and stacking charges associated with the platform rig at Pompano. Other operational expenses for the year ended December 31, 2016 totaled $55.5 million, and included $6.1 million relating to a non-cash, cumulative foreign currency loss, $29.9 million in contract termination charges and $17.7 million in rig subsidy and stacking charges, compared to $2.4 million for full year 2015. We expect other operational expenses to decline significantly in the first quarter of 2017 due to the termination of the rig, vessel and other contracts and the return to service of the Pompano platform rig in January 2017. Transportation, processing and gathering (TP&G) expenses during the fourth quarter of 2016 totaled $9.1 million ($2.27 per Boe or $0.38 per Mcfe), compared to $3.0 million ($1.35 per Boe or $0.23 per Mcfe) during the fourth quarter of 2015. This increase is due primarily to the restoration of production at our Mary field that was shut-in from September 2015 until late June 2016. TP&G expenses for the year ended December 31, 2016 totaled $27.8 million ($2.07 per Boe or $0.35 per Mcfe), which included a $7.9 million Office of Natural Resources Revenue credit, compared to TP&G expenses for 2015 of $58.8 million ($4.07 per Boe or $0.68 Mcfe). The decrease in TP&G expenses during the year ended December 31, 2016 was primarily attributable to the shut-in of production at our Mary field from September 2015 until late June 2016 and the beneficial terms of the interim gas gathering and processing agreement in Appalachia that was executed at the end of the second quarter of 2016. For the year ended December 31, 2016, TP&G expenses attributable to the Appalachia Properties were $28.1 million. Depreciation, depletion and amortization ("DD&A") expense on oil and gas properties for the fourth quarter of 2016 totaled $53.4 million ($13.02 per Boe or $2.17 per Mcfe), compared to $55.4 million ($24.47 per Boe or $4.08 per Mcfe) in the fourth quarter of 2015. DD&A expense on oil and gas properties for the year ended December 31, 2016 totaled $220.1 million ($16.10 per Boe or $2.68 per Mcfe), compared to DD&A expense of $281.7 million ($19.15 per Boe or $3.19 per Mcfe) for the year ended December 31, 2015. The quarterly and annual decreases are primarily attributable to the ceiling test write-downs of oil and gas properties. Salaries, general and administrative ("SG&A") expenses (exclusive of incentive compensation) for the fourth quarter of 2016 were $10.7 million ($2.67 per Boe or $0.45 per Mcfe), compared to $16.4 million ($7.40 per Boe or $1.23 per Mcfe) in the fourth quarter of 2015. SG&A expenses (exclusive of incentive compensation) totaled $58.9 million ($4.40 per Boe or $0.73 per Mcfe) and $69.4 million ($4.80 per Boe or $0.80 per Mcfe) for the years ended December 31, 2016 and 2015, respectively. The quarterly and annual decreases in SG&A were primarily attributable to staff and other cost reductions. SG&A expenses for 2015 included $2.1 million of termination charges associated with the early termination of an office lease. Incentive compensation expense for the fourth quarter of 2016 was $1.7 million, compared to ($1.4) million in the fourth quarter of 2015. For the years ended December 31, 2016 and 2015, incentive compensation expense totaled $13.5 million and $2.2 million, respectively. The 2016 incentive compensation cash bonuses are calculated based on the achievement of certain strategic objectives for each quarter of 2016. Portions of the 2016 incentive cash bonuses replace amounts previously awarded to employees as stock-based compensation, which is reflected in SG&A, resulting in higher incentive compensation expense in 2016 compared to 2015. Accretion expense for the fourth quarter of 2016 was $10.1 million, compared to $6.7 million in the fourth quarter of 2015. Accretion expense totaled $40.2 million and $26.0 million for the years ended December 31, 2016 and 2015, respectively. The quarterly and annual increases were due to a higher applicable discount rate used to calculate the present value of the asset retirement obligations compared to prior years. Stone expects accretion expense to decrease upon implementation of fresh start accounting, which will be implemented upon emergence from bankruptcy proceedings. Interest expense for the fourth quarter of 2016 was $14.7 million, compared to $12.2 million in the fourth quarter of 2015. Interest expense totaled $64.5 million and $43.9 million for the years ended December 31, 2016 and 2015, respectively. The quarterly and annual increases in interest expense were primarily due to an increase in borrowed funds, combined with a lower capitalized portion. Stone expects interest expense to significantly decrease in 2017, upon emergence from bankruptcy proceedings. Restructuring expenses for the fourth quarter of 2016 were $13.4 million, and for full year 2016 were $29.6 million. These fees, incurred prior to the filing of the Bankruptcy Petitions on December 14, 2016, related to expenses supporting a restructuring effort, including legal and financial advisory costs for Stone, our bank group and our noteholders. Stone does not expect to incur further restructuring expenses since all legal and advisory fees incurred post-bankruptcy filing will be classified as "Reorganization Items." Reorganization items for the fourth quarter and full year 2016 were $10.9 million, which represented an $8.3 million non-cash charge to write-off all deferred financing costs and associated unamortized discounts and premiums associated with our 2017 Convertible Notes and 2022 Notes and $2.6 million of expenses supporting a restructuring effort including legal and financial advisory costs for Stone, our bank group and our noteholders incurred post-bankruptcy filing. The quarterly amount of reorganization items is difficult to forecast as they will be highly dependent on the level of legal and financial advisory activity. Reserves The Company's estimated proved reserves as of December 31, 2016 were 53 MMBoe (million barrels of oil equivalent) or 321 Bcfe (billion cubic feet of natural gas equivalent), compared to 57 MMBoe (342 Bcfe) at year-end 2015. The decrease in estimated proved reserves is primarily attributable to 2016 production, which was partially offset by upward revisions of previous estimates resulting from positive gas pricing changes that extended the economic limits of the reservoirs by 15 MMBoe (92 Bcfe) primarily in Appalachia, slightly offset by negative well performance of 6 MMBoe (35 Bcfe). Through the upward revisions of previous estimates, Stone replaced approximately 73% of 2016 production. Substantially all of Stone's proved reserves in Appalachia were reclassified to contingent resources at December 31, 2015. The Appalachia Properties accounted for approximately 34% of our estimated proved oil, natural gas and NGLs reserves at December 31, 2016 compared to 1% at December 31, 2015. There were no estimated proved reserve quantities booked at December 31, 2016 for the Amethyst well. As of December 31, 2015, Amethyst represented approximately 23% and 25% of our estimated proved reserves quantities and standardized measure of discounted future net cash flows, respectively. The year-end 2016 estimated proved reserves were 44% oil, 20% NGLs and 36% natural gas on an equivalent basis. The changes from year-end 2015 estimated proved reserves to year-end 2016 estimated proved reserves included production of approximately 13 MMBoe (80 Bcfe), positive price revisions of 15 MMBoe (92 Bcfe) and negative well performance of 6 MMBoe (35 Bcfe). The standardized measure of discounted future net cash flows from our estimated proved reserves at December 31, 2016, using a 10% discount rate and 12-month average prices (after differentials) of $40.15 per barrel of oil, $9.46 per barrel of NGLs and $1.71 per Mcf of natural gas, was approximately $226 million. Estimated future income taxes had no effect on the standardized measure as of December 31, 2016. If current pricing was used to determine the estimated proved reserves or the standardized measure at December 31, 2016, the reserve volumes and values would be increased. The year-end 2016 estimated proved reserves included proved developed (PD) reserves of 43 MMBoe or 256 Bcfe (43% oil, 22% NGLs, 35% natural gas) and proved undeveloped (PUD) reserves of 11 MMBoe or 65 Bcfe (46% oil, 13% NGLs, 41% natural gas). In addition, there were 35 MMBoe or 213 Bcfe of estimated probable reserves and 32 MMBoe or 191 Bcfe of estimated possible reserves at year-end 2016. All of Stone's estimated proved, probable and possible reserves were independently engineered by Netherland Sewell & Associates. Capital Expenditures Update Capital expenditures for the fourth quarter of 2016 were approximately $22.0 million, which included $5.4 million of plugging and abandonment expenditures. Fourth quarter 2016 capital expenditures included increasing our working interest in a number of units in the Mary field in Appalachia to 100% and recompletion operations on the Company's Mississippi Canyon 109 No. A-22 well. During the fourth quarter of 2016, it incurred charges of approximately $4.8 million for contract termination charges and stacking charges associated with the platform rig at Pompano, all of which were charged to other operational expenses and excluded from capital expenditures. Further, $4.1 million of SG&A expenses and $5.4 million of interest were capitalized during the fourth quarter of 2016, and were excluded from the capital expenditures budget. For the year ended December 31, 2016, capital expenditures totaled $161.1 million, which included $15.4 million of seismic expenditures and $18.9 million of plugging and abandonment expenditures. The rig stacking and subsidy charges and contract termination charges for the year ended December 31, 2016 totaled $47.6 million and were included in other operational expenses. For the year ended December 31, 2015, capital expenditures totaled $464.5 million, which included $72.4 million of plugging and abandonment expenditures. Capitalized SG&A expenses were $27.1 million and capitalized interest totaled $41.3 million for full year 2015. Although the Company's capital expenditures budget for 2017 has not yet been approved by the board of directors and is dependent on the outcome of its Chapter 11 proceedings and the related reorganization of the Company, the financial projections prepared in connection with its restructuring efforts included estimated preliminary capital expenditures of approximately $200 million for 2017. The projected capital expenditures budget of $200 million includes approximately $86 million of plugging and abandonment costs. Liquidity Update The Company states, "As previously reported, on June 14, 2016, we entered into an amendment (the 'June Amendment') with our bank group, which amended the credit agreement to (i) increase the borrowing base to $360.0 million from $300.0 million, (ii) provide for no redetermination of the borrowing base by the lenders until January 15, 2017, other than an automatic reduction upon the sale of certain of the company's properties, (iii) permit second lien indebtedness, (iv) revise the maximum Consolidated Funded Leverage ratio to be 5.25x for the fiscal quarter ending June 30, 2016, 6.50x for the fiscal quarter ending September 30, 2016, 9.50x for the fiscal quarter ending December 31, 2016 and 3.75x thereafter, (v) require minimum liquidity of at least $125.0 million until January 15, 2017, (vi) impose limitations on capital expenditures to $60.0 million from June 2016 through December 2016 (excluding up to $25 million for completion expenditures in Appalachia), (vii) grant the lenders a perfected security interest in all deposit accounts and (viii) provide for anti-hoarding cash provisions for amounts in excess of $50.0 million to apply after December 10, 2016. Upon execution of the June Amendment, we repaid $56.8 million of borrowings, resulting in the elimination of our borrowing base deficiency and bringing our total borrowings and letters of credit outstanding under the credit facility in conformity with the $360.0 million borrowing base." "We have $300 million of 1¾% Senior Convertible Notes (the '2017 Convertible Notes') that we need to restructure or repay by March 1, 2017. Additionally, we had an interest payment obligation under our 71/2% Senior Notes due 2022 (the "2022 Notes") of approximately $29.2 million, due on November 15, 2016. The indenture governing the 2022 Notes provides a 30-day grace period that extended the latest date for making this cash interest payment to December 15, 2016 before an event of default occurred under the indenture. Although we had sufficient liquidity to make the interest payment by the due date, we elected to not make this interest payment and utilized the 30-day grace period provided by the indenture before entering into the Chapter 11 proceedings. Subject to certain exceptions under the Bankruptcy Code, the Chapter 11 filings automatically stayed most judicial or administrative actions against the Debtors or their property to recover, collect or secure a pre-petition claim. This prohibits, for example, our lenders or noteholders from pursuing claims for defaults under our debt agreements. "As of September 30, 2016, we were in compliance with all covenants under the bank credit facility and the indentures governing our notes, however, we anticipated that the minimum liquidity requirement and other restrictions under the June Amendment would prevent us from being able to meet our interest payment obligation on the 2022 Notes in the fourth quarter of 2016, as well as the subsequent maturity of our 2017 Convertible Notes on March 1, 2017. As a result of these conditions, continued decreases in commodity prices and the significant level of our indebtedness, we continued to work with our financial and legal advisors throughout 2016 to structure a plan of reorganization to improve our financial position and liquidity and allow for growth and long-term success. "As of December 31, 2016, the current portion of long-term debt of $0.4 million represented principal payments due within one year on our building loan. On December 31, 2016 and February 23, 2017, we had $341.5 million of outstanding borrowings and $12.5 million of outstanding letters of credit, leaving $6.0 million of availability under the bank credit facility. "The face value of the 2017 Convertible Notes of $300 million and the 2022 Notes of $775 million have been reclassified as liabilities subject to compromise in the consolidated financial statements at December 31, 2016. Additionally, a non-cash charge to write-off all deferred financing costs and associated unamortized discounts and premiums of approximately $8.3 million is included in reorganization items in the consolidated statement of operations for the year ended December 31, 2016. "The Debtors filed the Bankruptcy Petitions on December 14, 2016, and on February 15, 2017, the Bankruptcy Court entered an order confirming the Plan. We expect the Plan to become effective on February 28, 2017, at which point the Debtors will emerge from bankruptcy. Upon emergence from bankruptcy, we expect that we will eliminate approximately $1.2 billion in principal amount of outstanding debt, resulting in remaining debt outstanding of approximately $236 million, consisting of the $225 million of Second Lien Notes and $11 million outstanding under the Building Loan; however, there is no assurance that the effectiveness of the Plan will occur on February 28, 2017, or at all. "As of December 31, 2016 and February 23, 2017, Stone had cash on hand of approximately $190.6 million and $208.0 million, respectively. "Upon emergence, we expect that cash flows from operating activities, cash on hand and availability under our bank credit facility will be adequate to meet the 2017 operating and capital expenditures needs of the post-reorganized Company, however, there are no assurances that we will emerge from bankruptcy on February 28, 2017 as expected." Chapter 11 Proceedings On December 14, 2016, the Company and its subsidiaries Stone Energy Offshore, L.L.C. and Stone Energy Holding, L.L.C. (together with the Company, the "Debtors") filed voluntary petitions for reorganization (the "Bankruptcy Petitions") in the United States Court for the Southern District of Texas, Houston Division (the "Bankruptcy Court") seeking relief under the provisions of Chapter 11 of Title 11 ("Chapter 11") of the United States Bankruptcy Code (the "Bankruptcy Code"). On February 15, 2017, the Bankruptcy Court entered an order confirming the Company's Second Amended Joint Prepackaged Plan of Reorganization of Stone Energy Corporation and its Debtor Affiliates, dated December 28, 2016 (the "Plan"). During the bankruptcy proceedings, the Debtors are operating as "debtors-in-possession" in accordance with applicable provisions of the Bankruptcy Code. The Bankruptcy Court granted all first day motions filed by the Debtors, allowing the Company to operate its business in the ordinary course throughout the bankruptcy process. The first day motions included, among other things, a cash collateral motion, a motion maintaining the Company's existing cash management system and motions making various vendor payments, wage payments and tax payments in the ordinary course of business. Subject to certain exceptions under the Bankruptcy Code, the Chapter 11 filings automatically stayed most judicial or administrative actions against the Debtors or their property to recover, collect or secure a pre-petition claim. This prohibits, for example, our lenders or noteholders from pursuing claims for defaults under our debt agreements. Restructuring Support Agreement Prior to filing the Bankruptcy Petitions, as previously announced, on October 20, 2016, the Debtors entered into a restructuring support agreement (the "Original RSA") with certain holders of the 2017 Convertible Notes and the 2022 Notes (collectively, the "Notes" and the holders thereof, the "Noteholders"), to support a restructuring on the terms of a pre-packaged plan of reorganization. On November 17, 2016, the Debtors commenced a solicitation to seek acceptance by a majority of those voting in each voting class of claims of the Company's creditors under the Plan, including (a) the lenders (the "Banks") under the Fourth Amended and Restated Credit Agreement, dated as of June 24, 2014, as amended, modified, or otherwise supplemented from time to time (the "Credit Facility") among Stone as borrower, Bank of America, N.A. as administrative agent and issuing bank, and the financial institutions named therein, and (b) the Noteholders. The solicitation period ended on December 16, 2016 and (i) of the 94.24% of Noteholders in aggregate outstanding principal amount that voted, 99.95% voted in favor of the Plan and .05% voted to reject the Plan, and (ii) 100% of the Banks voted to accept the Plan. On December 14, 2016, the Debtors, the Noteholders holding approximately 79.7% of the aggregate principal amount of Notes and the Banks holding 100% of the aggregate principal amount owing under the Credit Facility entered into an Amended and Restated Restructuring Support Agreement (the "A&R RSA") that amended, superseded and restated in its entirety the Original RSA. In connection with entry into the A&R RSA and the commencement of the bankruptcy cases, the Debtors amended the plan of reorganization then in effect. Additionally, on December 16, 2016, an ad hoc group of certain of the Company's stockholders (the "Stockholder Ad Hoc Group") filed a motion (the "Equity Committee Motion") to appoint an official committee of equity security holders in connection with the Debtors' Chapter 11 proceedings. On December 21, 2016, the Company reached a settlement agreement with the Stockholder Ad Hoc Group (the "Settlement") and on December 28, 2016, the plan of reorganization was amended. Upon emergence from bankruptcy by the Debtors, and pursuant to the terms of the Plan, as amended to be consistent with the terms of the A&R RSA and the term sheet annexed to the A&R RSA (the "Term Sheet") and as amended pursuant to the Settlement, the Noteholders will receive their pro rata share of (i) $100 million of cash, (ii) 95% of the common stock in reorganized Stone and (iii) $225 million of new 7.5% second lien notes due 2022 (the "Second Lien Notes"). Existing common stockholders of Stone will receive their pro rata share of (i) 5% of the common stock in reorganized Stone, and (ii) warrants for ownership of up to 15% of reorganized Stone's common equity exercisable upon the Company reaching certain benchmarks pursuant to the terms of the proposed new warrants and which may be exercised any time prior to the fourth anniversary of the Plan's effective date, unless terminated earlier by their terms upon the consummation of certain business combinations or sale transactions involving the Company. Banks signatory to the A&R RSA will receive their respective pro rata share of commitments and obligations under an amended credit agreement (the "Amended Credit Facility"), as well as their respective share of the Company's unrestricted cash, as of the effective date of the Plan, in excess of $25 million, net of certain fees, payments, escrows or distributions pursuant to the Plan and the PSA, defined below. All claims of creditors with unsecured claims other than claims by the Noteholders, including vendors, shall be unaltered and will be paid in full in the ordinary course of business to the extent such claims are undisputed. Each of the foregoing common equity percentages in reorganized Stone is subject to dilution from the exercise of the new warrants described above and a management incentive plan. Assuming implementation of the Plan, Stone expects that it will eliminate approximately $1.2 billion in principal amount of outstanding debt. The A&R RSA contains certain covenants on the part of the Company and the Noteholders and Banks who are signatories to the A&R RSA, including that such Noteholders and Banks will support the sale of Stone's producing properties and acreage, including approximately 86,000 net acres, in the Appalachia regions of Pennsylvania and West Virginia (the "Appalachia Properties"), and otherwise facilitate the restructuring transaction, in each case subject to certain terms and conditions in the A&R RSA. The consummation of the Plan is subject to customary conditions and other requirements, as well as the sale by Stone of the Appalachia Properties for a cash purchase price of at least $350 million and approval of the Bankruptcy Court. On February 15, 2017, the Bankruptcy Court entered the Order Confirming the Plan (the "Confirmation Order"). The Company currently expects to the Plan to become effective on February 28, 2017, at which point the Debtors will emerge from bankruptcy; however, there can be no assurance that the effectiveness of the Plan will occur on such date, or at all. Purchase and Sale Agreement As previously announced, on October 20, 2016, Stone entered into a purchase and sale agreement with TH Exploration III, LLC, an affiliate of Tug Hill, Inc., (the "Tug Hill PSA") for the sale of the Appalachia Properties for $360 million in cash, subject to customary purchase price adjustments. Pursuant to Bankruptcy Court orders dated January 11, 2017 and January 31, 2017, two additional bidders were allowed to participate in competitive bidding on the Appalachia Properties. On January 18, 2017, the Bankruptcy Court approved the Bidding Procedures in connection with the sale of the Appalachia Properties. In accordance with the Bidding Procedures, Stone conducted an auction for the sale of the Appalachia Properties on February 8, 2017 and upon conclusion, selected the final bid submitted by EQT Production Company ("EQT"), with a final purchase price of $527 million in cash, subject to customary purchase price adjustments and approval by the Bankruptcy Court, with an upward adjustment to the purchase price of up to $16 million in an amount equal to certain downward adjustments, as the prevailing bid. On February 9, 2017, the Company entered into a purchase and sale agreement with EQT (the "EQT PSA"), reflecting the terms of the prevailing bid. Under the EQT PSA, the sale of the Appalachia Properties has an effective date of June 1, 2016. The EQT PSA contains customary representations, warranties and covenants. The EQT PSA may be terminated, subject to certain exceptions, (i) upon mutual written consent, (ii) if the closing has not occurred by March 1, 2017, (iii) for certain material breaches of representations and warranties or covenants that remain uncured, and (iv) upon the occurrence of certain other events specified in the EQT PSA. At the close of the sale of the Appalachia Properties, the Tug Hill PSA will terminate, and the Company will use a portion of the cash consideration received to pay Tug Hill a break-up fee of $10.8 million. On February 10, 2017, the Bankruptcy Court entered a sale order approving the sale of the Appalachia Properties to EQT. The Company expects to close the sale of the Appalachia Properties by February 28, 2017, subject to customary closing conditions. At December 31, 2016, the estimated proved reserves associated with these assets represented approximately 34% of our total estimated proved oil and natural gas reserves. Bank Credit Facility On December 14, 2016, the Debtors and the Banks holding 100% of the aggregate principal amount owing under the Credit Facility entered into the A&R RSA, pursuant to which the Banks will receive their respective pro rata share of commitments and obligations under the Amended Credit Facility on the terms set forth in Exhibit 1(a) to the Term Sheet, as well as their respective share of the Company's unrestricted cash, as of the effective date of the Plan, in excess of $25 million, net of certain fees, payments, escrows or distributions pursuant to the Plan and the PSA. The terms of the Amended Credit Facility under the Plan are substantially consistent with the pre-petition facility, except, the borrowing base will be reduced to $200 million subject to a $150 million borrowing cap until the first redetermination of the borrowing base scheduled for November 1, 2017, and subject to decrease under certain circumstances. Additionally, the Consolidated Funded Leverage financial covenant will be adjusted to levels ranging from 2.50 to 1 to 3.00 to 1 for 2017 and ranging from 2.50 to 1 to 3.50 to 1 thereafter. The interest cost for loans at the LIBOR rate will be increased to a range of 3.00% to 4.00%. The Amended Credit Facility will be a four-year facility. There can be no assurance that we will emerge from bankruptcy on February 28, 2017 as expected. Supplemental Bonding Update The Company states, "As previously reported, on March 21, 2016, the Bureau of Ocean Energy Management ('BOEM') notified Stone that we no longer qualified for a supplemental bonding waiver under the financial criteria specified in BOEM's guidance to lessees at that time. In late March 2016, we proposed a tailored plan to BOEM for financial assurances relating to our abandonment obligations, which provides for posting incremental financial assurances in favor of BOEM. On May 13, 2016, we received notice letters from BOEM rescinding its demand for supplemental bonding with the understanding that we will continue to work with BOEM to finalize the implementation of our long-term tailored plan. A global update of the GOM decommissioning estimates was made on August 29, 2016, and BOEM requested that we resubmit our tailored plan to reflect the updated decommissioning estimates. Additionally, on July 14, 2016, BOEM issued a Notice to Lessees ('NTL'), with an effective date of September 12, 2016, that augments requirements for the posting of additional financial assurances by offshore lessees. The NTL discontinues the policy of supplemental bonding waivers and allows for the ability to self-insure up to 10% of a company's tangible net worth where a company could demonstrate a certain level of financial strength. BOEM tentatively expects to approve or deny tailored plans submitted by lessees on or around September 11, 2017, although extensions may be granted to companies actively working with BOEM to finalize tailored plans. "We received a Self-Insurance letter from BOEM dated September 30, 2016 stating that we are not eligible to self-insure any of our additional security obligations. We received a Proposal letter from BOEM dated October 20, 2016 indicating that additional security may be required, and we are continuing to work with BOEM to adjust our previously submitted tailored plan for variances between our decommissioning estimates and that of the Bureau of Safety and Environmental Enforcement ('BSEE'). In the first quarter of 2017, BOEM announced that it will extend the implementation timeline for the new NTL by an additional six months. The revised proposed plan may require approximately $7 million to $10 million of incremental financial assurance or bonding for sole liability properties and potentially an additional $30 million to $60 million of incremental financial assurance or bonding for non-sole liability properties by the end of 2017 or in 2018, dependent on adjustments following ongoing discussions with BSEE and any modifications to the NTL. Under the revised plan, additional financial assurance would be required for subsequent years. There is no assurance this tailored plan will be approved by BOEM. Additionally, it is uncertain at this time what impact the new Trump administration may have on the current financial regulatory framework." Operational Update "Pompano Platform Drilling Program (Deep Water). In early June 2016, we temporarily stacked the platform rig in place to preserve liquidity. In January 2017, we reinitiated drilling operations on the Mt. Bona prospect, the first of a three well development program to be drilled from the Pompano platform. Each development well is expected to provide additional production volumes ranging from 500 to over 1,500 Boe per day per well after hook-up. Stone holds a 100% working interest in these wells. "Pompano Platform Production Update (Deep Water). On June 28, 2016, a third-party gas processing plant in Pascagoula, Mississippi experienced an explosion that shut down the facility and impacted Pompano gas volumes. In late December 2016, the gas processing plant returned to normal operations, with no further curtailments anticipated. "Mississippi Canyon 26 – No. 1 Amethyst Well (Deep Water). As previously reported, production from our Amethyst well was shut in during late April 2016 to allow for a technical evaluation. During the first week of November, we initiated acid stimulation work and intermittently flowed the well at a rate of 10-15 MMcf per day, while we continued to observe and evaluate the well's performance. On November 30, 2016, we performed a routine shut in of the well to record pressures and determined that pressure communication existed between the production tubing and production casing strings, resulting from a suspected tubing leak. We expect to begin temporary abandonment operations on the well late in the first quarter of 2017, and we plan to evaluate the well for potential sidetrack operations in the second half of 2017. "Mississippi Canyon 109 – No. A-22 Well Recompletion (Deep Water). On September 27, 2016, we initiated recompletion operations on the Mississippi Canyon 109 No. A-22 ST1 well to target the "H" sand in the Pliocene interval. Following the successful completion of this operation in November 2016, the well has produced at a rate of approximately 430 Boe per day. Stone holds a 100% working interest in this well, which ties back to our Amberjack platform. "Mississippi Canyon 117 - Rampart Deep and Rampart Shallow (Deep Water). The Rampart exploration prospects (Deep and Shallow) target the Miocene interval and are expected to be tied back to the Pompano platform, if successful. Stone currently holds a 100% working interest in the prospect, but has been in discussions with another deep water operator to reduce its working interest to 50% or less. The prospects are located nine miles from Stone's Pompano platform, and each well is estimated to take three months to drill. "Mississippi Canyon 72 - Derbio (Deep Water). The Derbio prospect is located five miles from Stone's Pompano platform and targets the Miocene interval. If successful, a tie-back to the Pompano platform is likely. Stone currently holds a 100% working interest in the prospect, but has been in discussions with another deep water operator to reduce its working interest to 50% or less. The well is estimated to take three months to drill. "Alaminos Canyon 943 - Lamprey (Deep Water). We were unable to secure a partner on this project, and we have elected to not further progress this prospect. "Appalachia Basin. As reported on June 29, 2016, Stone entered into an interim gas gathering and processing agreement to produce the Mary field in Appalachia. The initial term of the interim agreement was through August 31, 2016, and it continued on a month to month basis thereafter. We expect the interim agreement to continue through the sale of the Appalachia Properties, which we expect to close before February 28, 2017. During the fourth quarter of 2016, production from the Mary field averaged over 109 MMcfe per day, with total Appalachia volumes averaging 128 MMcfe per day." New York Stock Exchange Notifications The Company states, "On April 29, 2016, we were notified by the New York Stock Exchange ('NYSE') that we were not in compliance with the NYSE's continued listing requirements, as the average closing price of our shares of common stock had fallen below $1.00 per share over a period of 30 consecutive trading days, which is the minimum average share price for continued listing on the NYSE. On May 17, 2016, we were notified by the NYSE that our average global market capitalization had been less than $50 million over a consecutive 30 trading-day period at the same time that our stockholders' equity was less than $50 million, which is non-compliant with the NYSE's rules." "At the close of business on June 10, 2016, we effected a 1-for-10 reverse stock split in order to increase the market price per share of our common stock in order to regain compliance with the NYSE's minimum share price requirement. We were notified on July 1, 2016 that we cured the minimum share price deficiency and that we were no longer considered non-compliant with the $1.00 per share average closing price requirement, although we remain non-compliant with the $50 million market capitalization and stockholders' equity requirements. "On June 30, 2016, we submitted our 18-month business plan for curing the average market capitalization and stockholders' equity deficiencies to the NYSE. The NYSE accepted the plan on August 4, 2016 and will continue to review the Company on a quarterly basis for compliance with the plan. On September 20, 2016, we submitted a second quarter 2016 update to our plan to mitigate listing deficiencies, and the update was accepted by the NYSE on September 22, 2016. On December 22, 2016, we submitted our third quarter 2016 update, and the update was accepted by the NYSE on January 5, 2017. We expect to submit our fourth quarter 2016 update to the NYSE by mid-March 2017. "Upon acceptance of the plan by the NYSE, and after two consecutive quarters of sustained market capitalization above $50 million, we would no longer be non-compliant with the market capitalization and stockholders' equity requirements. During the 18-month cure period, our shares of common stock will continue to be listed and traded on the NYSE, unless we experience other circumstances that subject us to delisting, including abnormally low market capitalization. If we fail to meet the material aspects of the plan or any of the quarterly milestones, the NYSE will review the circumstances and variance, and determine whether such variance warrants commencement of suspension and delisting procedures. Upon filing, or announcement of intention to file, for relief under chapter 11 of the Bankruptcy Code, a company below a listing standard is subject to immediate suspension and delisting. However, if we are profitable or have positive cash flow, or if we are demonstrably in sound financial health despite the bankruptcy proceedings, the NYSE may evaluate our plan in light of the filing without immediately suspending and delisting our common stock. To date, and throughout the chapter 11 filing period, we have continued to trade on the NYSE." Other Information Stone Energy will not be hosting a conference call to discuss the fourth quarter and full year 2016 operational and financial results. 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. SUMMIT MIDSTREAM: Moody's Assigns B3 Corporate Family Rating ------------------------------------------------------------ Moody's Investors Service assigned first time ratings to Summit Midstream Partners Holdings, LLC, an indirect parent of Summit Midstream Holdings, LLC (Summit, B1 stable). Assigned ratings include a B3 Corporate Family Rating (CFR), B3-PD Probability of Default Rating (PDR) and a B3 rating to the company's proposed $300 million senior secured first lien term loan. The rating outlook is stable. Net proceeds from the term loan will be used to repay approximately $102 million of 11% Class C Preferred Units at Summit Midstream Partners, LLC, including any accrued and unpaid quarterly distributions associated with them, as well as to fund approximately $190 million of distributions to SMP Holdings' owners. Moody's ratings are subject to review of all final documentation, and the final amount of term loan issuance. Issuer: Summit Midstream Partners Holdings, LLC Assignments: -- Corporate Family Rating, Assigned B3 -- Probability of Default Rating, Assigned B3-PD -- Senior Secured First Lien Term Loan, Assigned B3 (LGD 3) Outlook Actions: -- Outlook, Assigned Stable RATINGS RATIONALE SMP Holdings' B3 CFR reflects its structural subordination to the debt at Summit, which was roughly $1.3 billion at December 31, 2016 pro forma for the February 2017 bond offering, and SMP Holdings' standing as a pure-play general partner (GP) without any other assets. SMP Holdings, together with its wholly-owned subsidiary Summit Midstream GP, LLC, own a 2% GP interest, about 35% of the limited partnership (LP) units and the incentive distribution rights (IDR), in Summit Midstream Partners, LP (SMLP). SMP Holdings' ability to service its proposed term loan is solely reliant on distributions from SMLP, a distribution stream which is junior to SMLP's substantial financing and operating requirements and SMLP's subsidiary Summit's debt. The B3 CFR and the two notch difference to Summit's B1 CFR further reflects SMP Holdings' high leverage on a stand-alone basis of about 4.4x debt to annualized Q4 2016 EBITDA (distributions less G&A). The rating incorporates Moody's expectation that leverage will be reduced to a more reasonable level of under 3.5x by mid-2018 driven by mandatory payments from the excess cash flow sweep feature that has been built into the term loan structure. The rating is based on the expectation that there will be no additional debt at SMP Holdings except for a $25 million revolver carve-out. SMP Holdings could also sell up to 3.5 million SMLP units without requiring a mandatory offer to prepay a portion of the term loan, which will weaken leverage metrics somewhat. SMP Holdings' B3 rating on the proposed first lien term loan, constituting all of its debt, is in line with the CFR, in accordance with Moody's Loss Given Default Methodology and reflects the term loan's first priority claim on the equity ownership interest in SMLP. SMP Holdings is expected to maintain adequate liquidity through 2017. However, SMP Holdings' liquidity will weaken if distributions received from SMLP are negatively impacted. With limited administrative overhead, SMP Holdings does not have significant liquidity needs and it should receive sufficient distributions from SMLP to comfortably cover pro forma interest expense. The proposed financial maintenance covenant under the term loan is a minimum interest coverage of 2x, with step ups to be agreed. There is a 1% mandatory amortization of the term loan per annum and 100% excess cash flow recapture when stand-alone leverage is above 2x, but stepping down to 75% when standalone leverage ratio is less than 2x. The alternate sources of liquidity are limited given that substantially all assets secure the term loan, and net proceeds from the sale of LP units held at closing, beyond 3.5 million units, will be required to offer to repay the term loan. SMP Holdings' rating outlook is stable, reflecting Moody's expectations for financial leverage to reduce from the high levels at closing of the proposed term loan issuance. An upgrade of SMP Holdings is unlikely in the near future, but could be considered if Summit's rating is upgraded. A downgrade of SMP Holdings would occur if Summit is downgraded, or if distributions received from SMLP are negatively impacted resulting in sustained stand-alone debt leverage remaining above 3.5x beyond mid-2018. The principal methodology used in these ratings was Global Midstream Energy published in December 2010. SMP Holdings, through its subsidiaries owns and operates midstream energy infrastructure assets that are located in the producing areas of unconventional resource basins in the continental United States. SMP Holdings, together with its wholly-owned subsidiary Summit Midstream GP, LLC, own a 2% GP interest, about 35% of the LP interests and the IDRs in SMLP, a publicly-traded master limited partnership that wholly owns Summit. SUMMIT MIDSTREAM: S&P Assigns 'B-' CCR; Outlook Stable ------------------------------------------------------ S&P Global Ratings said it assigned its 'B-' corporate credit rating to Summit Midstream Partners Holdings LLC, the owner of Summit Midstream Partners L.P.'s general partnership. The outlook is stable. At the same time, S&P assigned its 'B-' issue-level rating and '3' recovery rating to the company's $300 million senior secured term loan B due 2022. The '3' recovery rating indicates S&P's expectation that lenders will receive meaningful (50%-70%; rounded estimate: 50%) recovery in the event of a payment default. S&P's 'B-' corporate credit rating on SMP Holdings reflects a two-notch downward revision from S&P's 'B+' corporate credit rating on its master limited partnership (MLP) Summit Midstream Partners L.P. (SMLP). The downward revision reflects its sole reliance on upstream distributions from SMLP to service its financial obligations, the underlying cash flow stability of the distributions it receives from SMLP, and SMP Holdings' stand-alone leverage. SMP Holdings is analyzed as a pure-play general partnership (GP) whose assets consist mainly of its roughly 38% general and limited partner equity interests in SMLP as of Feb 16, 2017. "The stable outlook on SMP Holdings reflects our expectation that the company will maintain stand-alone adjusted debt leverage in the 3x-4x range and consolidated adjusted debt leverage in the 5x-5.5x range over the next 24 months," said S&P Global Ratings credit analyst Mike Llanos. "The stable outlook also reflects our belief that the partnership will maintain a distribution coverage ratio of more than 1x for the long term." S&P could downgrade SMP Holdings to the 'CCC' category if it faces liquidity challenges or if S&P views that its capital structure has become unsustainable. This could occur if SMLP cuts its distributions, leading SMP Holdings to maintain a stand-alone debt leverage metric of more than 8x. If S&P was to upgrade SMLP, we would not automatically upgrade SMP Holdings because S&P expects to maintain a three-notch ratings differential between the two companies. S&P could upgrade the company if it upgrades SMLP to 'BB-' and SMP Holdings maintains a stand-alone debt-to-EBITDA metric of less than 2x. TARA RETAIL: Taps Woomer Nistendirk as Accountants -------------------------------------------------- Tara Retail Group, LLC seeks authorization from the U.S. Bankruptcy Court for the Northern District of West Virginia to employ Woomer, Nistendirk & Associates PLLC as accountants, nunc pro tunc to January 24, 2017. The Debtor requires Woomer Nistendirk to: (a) give accounting advice with respect to the Debtor's duties in this case and the management of assets; (b) prepare, on behalf of the Debtor, all requested reports and tax returns in connection with the administration of the Debtor's estate; (c) perform any and all other accounting services for the Debtor in connection with this chapter 11 case, including the formulation and implementation of a plan of reorganization; (d) assist the Debtor in the preparation of and the filing of a plan of reorganization at the earliest possible date; and (e) perform such accounting service as the Debtor may request with respect to any matter appropriate to assisting the Debtor in its efforts to reorganize. Woomer Nistendirk will be paid at these hourly rates: Robert L. Nistendirk $200 Jane E. Ghareeb $185 Samuel L. Parkins $125 Kimberly T. Foster $110 Members $170-$200 Associates $80-$165 Paraprofessionals $50-$75 Woomer Nistendirk will also be reimbursed for reasonable out-of-pocket expenses incurred. Robert L. Nistendirk, member of Woomer Nistendirk, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estate. Woomer Nistendirk can be reached at: Robert L. Nistendirk WOOMER, NISTENDIRK & ASSOCIATES, PLLC 231 Capitol Street Ste. 400 Charleston, WV 25301 Tel: (304) 342-2006 Fax: (304) 342-2007 About Tara Retail Tara Retail Group, LLC, owns The Crossings Mall in Elkview, West Virginia, which had tenants that included Kmart and Kroger. The Company is headed by businessman Bill Abruzzino. The Crossings Mall has been closed and inaccessible to the public since massive floods swept through West Virginia on June 23, 2016. On Dec. 23, 2016, U.S. District Judge Thomas Johnston appointed Martin Perry, a managing director at Newmark Grubb Knight Frank's Pittsburgh office, as receiver. To stop a foreclosure sale of its shopping center, Tara Retail Group, LLC, filed a Chapter 11 petition (Bankr. N.D. W.Va. Case No. 17-00057) on Jan. 24, 2017. The petition was signed by William A. Abruzzino, managing member. The case judge is the Hon. Patrick M. Flatley. The Debtor estimated assets and debt of $10 million to $50 million. The Debtor tapped Steven L. Thomas, Esq., at Kay, Casto & Chaney PLLC, as bankruptcy counsel. TELESIS CENTER: S&P Lowers Rating on 2013 Educational Bonds to 'B-' ------------------------------------------------------------------- S&P Global Ratings lowered its rating on Florence Industrial Development Authority Inc., Ariz.'s (Telesis Prep Academy project) series 2013 educational revenue bonds, issued for Telesis Center for Learning Inc., to 'B-' from 'B'. The outlook is negative. "The rating action reflects our view of the school's declining enrollment in fall 2015 and 2016, coupled with uncertain future enrollment; weak operations, limited liquidity position, and shorter dated debt that is subject to refinancing risk in 2019," said S&P Global Ratings credit analyst Luke Gildner. "The negative outlook reflects the school's need to access capital to address the series 2013 balloon payment scheduled for fiscal 2019." S&P assessed Telesis' enterprise profile as highly vulnerable reflected by volatile enrollment, which–contrary to original growth projections–resulted in greater than 5% declines each of the past two school years. S&P also views the school's small size, lack of a meaningful waitlist, and management's inability to execute on planned strategies to stabilize enrollment as limiting factors to the enterprise profile assessment. S&P also views Telesis' financial profile as highly vulnerable characterized by consistently negative operating results, large cash declines in recent years, and maximum annual debt service (MADS) coverage, which has remained well below 1.0x. The school also engaged in short-term borrowing in fiscal 2015 and 2016 to manage cash flow, a step S&P views negatively. The 2013 bonds were used to refinance debt and expand facilities. Revenue of both Telesis schools secures the bonds, with a debt service reserve and a deed on Telesis' property providing additional security. Given the significant pressures to the organization's financial profile over the past two years S&P believes refinancing risk is high. The negative outlook reflects continued declines in enrollment, persistent operating deficits, and a very slim liquidity position. The rating could come under pressure if refinancing risk associated with the fiscal 2019 balloon payments are not addressed within the next year. S&P could also consider a lower rating or negative outlook if enrollment declines from current levels, operations do not improve, cash deteriorates further, or management continues to rely on short-term financing for working capital needs. S&P would consider a higher rating highly unlikely within the one-year outlook period due to the declining enrollment and weak financials, but could consider revising the outlook to stable if Telesis can stabilize enrollment and financial metrics, while addressing the series 2013 balloon payment coming due in 2019. Telesis operates two schools--Telesis Preparatory and Telesis Preparatory Academy, serving kindergarten through 12th grade students--under one charter agreement. These schools share a single campus in Lake Havasu City, Ariz., about 150 miles south of Las Vegas. TERRA GOLD: Case Summary & 2 Unsecured Creditors ------------------------------------------------ Debtor: Terra Gold Corporation, an Alaska Corporation 1001-A East Harmony Road, Suite 340 Fort Collins, CO 80525 Case No.: 17-11528 Chapter 11 Petition Date: March 1, 2017 Court: United States Bankruptcy Court District of Colorado (Denver) Judge: Hon. Michael E. Romero Debtor's Counsel: Lee M. Kutner, Esq. KUTNER BRINEN, P.C. 1660 Lincoln St., Ste. 1850 Denver, CO 80264 Tel: 303-832-2400 E-mail: lmk@kutnerlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Rick Bloom, authorized representative. A copy of the Debtor's list of two unsecured creditors is available for free at http://bankrupt.com/misc/cob17-11528.pdf TERRA GOLD: Case Summary & 2 Unsecured Creditors ------------------------------------------------ Debtor: Terra Gold Corporation, an Alaska Corporation 1001-A East Harmony Road, Suite 340 Fort Collins, CO 80525 Case No.: 17-11528 Chapter 11 Petition Date: March 1, 2017 Court: United States Bankruptcy Court District of Colorado (Denver) Judge: Hon. Michael E. Romero Debtor's Counsel: Lee M. Kutner, Esq. KUTNER BRINEN, P.C. 1660 Lincoln St., Ste. 1850 Denver, CO 80264 Tel: 303-832-2400 E-mail: lmk@kutnerlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Rick Bloom, authorized representative. A copy of the Debtor's list of two unsecured creditors is available for free at http://bankrupt.com/misc/cob17-11528.pdf THQ INC: Executives Want Reconsideration of Class Action Revival ---------------------------------------------------------------- Martin O'Sullivan, writing for Bankruptcy Law360, reports that THQ Inc. CEO Brian Farrell and CFO Paul Pucino are asking the full Ninth Circuit to reconsider reviving class accusations that they misled investors leading up to the Debtor's failed plan to expand its Nintendo Wii accessory to other platforms. Messrs. Farrell and Pucino are claiming that the appeals court depended on facts absent from the complaint, Law360 relates. Law360 recalls that a Ninth Circuit panel in January 2017 revived a proposed class action against Messrs. Farrell and Pucino. About THQ Inc. THQ Inc. (NASDAQ: THQI) -- http://www.thq.com/-- was a worldwide developer and publisher of interactive entertainment software. The Company developed its products for all popular game systems, personal computers, wireless devices and the Internet. Headquartered in Los Angeles, California, THQ sold product through its network of offices located throughout North America and Europe. THQ Inc. and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-13398) on Dec. 19, 2012. Michael R. Nestor, M. Blake Cleary and Jaime Luton Chapman at Young Conaway Stargatt & Taylor, LLP; and Oscar Garza at Gibson, Dunn & Crutcher LLP represent the Debtors. FTI Consulting and Centerview Partners LLC are the financial advisors. Kurtzman Carson Consultants is the claims and notice agent. Before the bankruptcy, Clearlake signed a contract to buy Agoura THQ for a price said to be worth $60 million. After a 22-hour auction with 10 bidders, the top offers brought a combined $72 million from several buyers who will split up the company. Judge Walrath approved the sales in January. Some of the assets didn't sell, including properties the company said could be worth about $29 million. Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed five persons to serve in the Official Committee of Unsecured Creditors. The Committee tapped Houlihan Lokey Capital as its financial advisor and investment banker, Landis Rath & Cobb as co-counsel and Andrews Kurth as counsel. THQ Inc. and its debtor affiliates notified the U.S. Bankruptcy Court for the District of Delaware that on Aug. 2, 2013, their Second Amended Chapter 11 Plan of Liquidation became effective. TK DIVERSIFIED: Colo. Judge Denies Chap. 11 Examiner Appointment ---------------------------------------------------------------- Judge Elizabeth E. Brown of the U.S. Bankruptcy Court for the District of Colorado entered an Order for TK Diversified Services, LLC, denying its Motion for Joint Administration and Motion to Appoint Examiner. Based on the Order, the Court converted the Chapter 11 case, and the three of the four other cases that were subject of the Motion for Joint Administration, to cases under Chapter 7 of the Bankruptcy Code. Therefore, the Motion for Joint Administration is rendered moot. Moreover, the Court also mooted the Debtor's Motion for Appointment of an Examiner following its Order denying the Debtors' motions to employ a proposed counsel in all but one of the related cases. About TK Diversified Services TK Diversified Services, LLC filed a Chapter 11 petition (Bankr. D. Colo. Case No. 16-21019) on November 17, 2016. Thomas F. Quinn, Esq. represents the Debtor. TK HOLDINGS: Colo. Judge Denies Chap. 11 Examiner Appointment ------------------------------------------------------------- Judge Elizabeth E. Brown of the U.S. Bankruptcy Court for the District of Colorado entered an Order for TK Holdings, LTD, denying its Motion for Joint Administration and Motion to Appoint Examiner. Based on the Order, the Court converted the Chapter 11 case, and the three of the four other cases that were subject of the Motion for Joint Administration, to cases under Chapter 7 of the Bankruptcy Code. Therefore, the Motion for Joint Administration is rendered moot. Moreover, the Court also mooted the Debtor's Motion for Appointment of an Examiner following its Order denying the Debtors' motions to employ a proposed counsel in all but one of the related cases. About TK Holdings TK Holdings, Ltd. filed a Chapter 11 bankruptcy petition (Bankr. D.Colo. Case No. 16-21012) on November. Thomas F. Quinn serves as bankruptcy counsel. The Debtors' assets and liabilities are both below $1 million. TK INDUSTRIAL: Colo. Judge Denies Chap. 11 Examiner Appointment --------------------------------------------------------------- Judge Elizabeth E. Brown of the U.S. Bankruptcy Court for the District of Colorado entered an Order for TK Industrial, LLC, denying its Motion for Joint Administration and Motion to Appoint Examiner. Based on the Order, the Court converted the Chapter 11 case, and the three of the four other cases that were subject of the Motion for Joint Administration, to cases under Chapter 7 of the Bankruptcy Code. Therefore, the Motion for Joint Administration is rendered moot. Moreover, the Court also mooted the Debtor's Motion for Appointment of an Examiner following its Order denying the Debtors' motions to employ a proposed counsel in all but one of the related cases. About TK Industrial TK Industrial, LLC filed a Chapter 11 petition (Bankr. D. Colo. Case No. 16-21017) on November 10, 2016. Thomas F. Quinn, Esq. represents the Debtor. TRUMP ENT: Nathan Schultz Wants Aug. 23 Claim Objection Deadline ---------------------------------------------------------------- Nathan A. Schultz, in his capacity as distribution trustee of the TER Trust, is asking the U.S. Bankruptcy Court for the District of Delaware to extend the deadline by which the Distribution Trustee may file objections to general unsecured claims for an additional 180 days through and including Aug. 23, 2017. A hearing to consider the Distribution Trustee's request will be held on March 30, 2017, at 2:00 p.m. (ET). Responses to the Distribution Trustee's request must be filed by March 10, 2017, at 4:00 p.m. (ET). The Plan provides that, following the Plan Effective Date, the Distribution Trustee will have the exclusive authority to object to, prosecute any objection to, request estimation of, compromise or settle general unsecured claims. The Plan provides that the objections will be served and filed on or before the later of one year after the Effective Date, or Feb. 24, 2017, or at "such other date as may be fixed by the Bankruptcy Court, after notice and a hearing." Since the Effective Date, the Distribution Trustee and his professionals have (i) reviewed and analyzed proofs of claim that have been filed; (ii) determining the objectionable claims and filing objections thereto; and (iii) negotiated resolutions related to certain claims. Not less than 900 proofs of claim asserting in excess of $1.9 billion in general unsecured claims have been filed against the Debtors. To date, the Distribution Trustee has been able to expunge or otherwise resolve approximately 748 of the proofs of claims totaling almost $1.7 billion. The Distribution Trustee believes that only a handful of the remaining general unsecured claims will need to be addressed. Despite his best efforts, the Distribution Trustee has not quite completed the process and, therefore, may not be able to reconcile fully all general unsecured claims prior to the claim objection deadline. Therefore, out of an abundance of caution the Distribution Trustee respectfully requests an extension of time of approximately 180 days to object to the general unsecured claims until Aug. 23, 2017. The Distribution Trustee does not anticipate the need to request any further extension; indeed, the Distribution Trustee may be able to complete the claim reconciliation process prior to the hearing on the Distribution Trustee's request. An extension of the claim objection deadline is necessary to allow the Distribution Trustee sufficient time to finish evaluation of all outstanding general unsecured claims and to ensure the efficient and accurate completion of this claims reconciliation process. A copy of the Trustee's request is available at: http://bankrupt.com/misc/deb14-12103-2211.pdf The Distribution Trustee is represented by: Natasha M. Songonuga, Esq. GIBBONS P.C. 300 Delaware Avenue, Suite 1015 Wilmington, DE 19801-1671 Tel: (302) 518-6324 Fax: (302) 429-6294 E-mail: nsongonuga@gibbonslaw.com -- and -- Karen A. Giannelli, Esq. GIBBONS P.C. One Gateway Center Newark, New Jersey 07102-5310 Tel: (973) 596-4523 Fax: (973) 639-6244 E-mail: kgiannelli@gibbonslaw.com About Trump Entertainment Resorts Trump Entertainment Resorts Inc., owner of the Atlantic City Boardwalk casinos that bear the name of Donald Trump, returned to Chapter 11 bankruptcy (Bankr. D. Del. Case No. 14-12103) on Sept. 9, 2014, with plans to shutter its casinos. TER and its affiliated debtors owned and operated two casino hotels located in Atlantic City, New Jersey. At the time of the filing, TER said it would close the Trump Taj Mahal Casino Resort by Sept. 16, 2014, and, absent union concessions, the Trump Plaza Hotel and Casino by Nov. 13, 2104. Judge Kevin Gross presides over the Chapter 11 cases. The Debtors tapped Young, Conaway, Stargatt & Taylor, LLP, as counsel; Stroock & Stroock & Lavan LLP, as co-counsel; Houlihan Lokey Capital, Inc., as financial advisor; and Prime Clerk LLC, as noticing and claims agent. TER estimated $100 million to $500 million in assets as of the bankruptcy filing. The Debtors as of Sept. 9, 2014, owed $285.6 million in principal plus accrued but unpaid interest of $6.6 million under a first lien debt issued under their 2010 bankruptcy-exit plan. The Debtors also had trade debt in the amount of $13.5 million. In March 2015, Judge Gross confirmed Trump Entertainment Resorts' Third Amended Joint Plan of Reorganization and Disclosure Statement pursuant to Section 1129 of the Bankruptcy Code. The Plan converted $292.3 million in debt owed to lenders affiliated with Carl Icahn and Icahn Enterprises into 100% of newly issued common stock in the reorganized company, while general unsecured creditors would get $3.5 million. The Disclosure Statement said general unsecured creditors were estimated to recover 0.47% to 0.43% of their total allowed claim amount. Trump Entertainment Resorts, TCI 2 Holdings, LLC, and other affiliates filed for Chapter 11 protection on Feb. 17, 2009 (Bankr. D.N.J. Lead Case No. 09-13654). The Company tapped Charles A. Stanziale, Jr., Esq., at McCarter & English, LLP, as lead counsel, and Weil Gotshal & Manges as co-counsel. Ernst & Young LLP served as the Company's auditor and accountant and Lazard Freres & Co. LLC was the financial advisor. Garden City Group was the claims agent. The Company disclosed assets of $2,055,555,000 and debts of $1,737,726,000 as of Dec. 31, 2008. Trump Hotels & Casino Resorts, Inc., filed for Chapter 11 protection on Nov. 21, 2004 (Bankr. D.N.J. Case No. 04-46898 through 04-46925). Trump Hotels obtained the Court's confirmation of its Chapter 11 plan on April 5, 2005, and in May 2005, it exited from bankruptcy under the name Trump Entertainment Resorts Inc. TWIN PEAKS: S&P Cuts Rating on Debts to BB+ on Revised Methodology ------------------------------------------------------------------ S&P Global Ratings lowered its ratings on Twin Peaks Charter Academy, Colo.'s series 2014 underlying rating for credit program, 2011 debt, and 2008 debt to 'BB+' from 'BBB-'. The outlook is stable. "We lowered the rating based on our U.S. Not-for-Profit Charter Schools methodology, published Jan. 3, 2017, and our view of weakened credit fundamentals in recent years driven by continued enrollment declines and resulting impact on financial metrics. Though enrollment is projected to improve, in our view, Twin Peaks' has greater flexibility at the 'BB+' rating level as the school's overall profile continues to stabilize," said S&P Global Ratings credit analyst Brian Marshall. The 'A' long-term rating is based on the academy's inclusion in the Colorado Charter School Moral Obligation Program. This report and affirmation reflect only the underlying characteristics of the charter school and do not assess the enhancement program or the school's qualification under that program. S&P assessed Twin Peaks' enterprise profile as adequate as characterized by the school's weakened, but improving enrollment trend, good academics, sophisticated management team, and very solid district authorizer support. S&P assessed the school's financial profile as vulnerable based on a modest revenue base, elevated debt burden and overall coverage levels, which though improved in fiscal 2016, have been below average in recent years. S&P believes that, combined, these credit factors lead to an indicative stand-alone credit profile of 'bb'. As S&P's criteria indicate, the final rating can be within one notch of the indicative rating level. In S&P's opinion, the 'BB+' rating on the school's bonds better reflects the school's healthy cash position when compared to peers and medians and expectations of enrollment growth in the near-term. The rating reflects S&P's view of Twin Peaks Academy's: -- Solid unrestricted reserves supporting healthy days' cash on hand for the rating level; -- Long operating history of over 20 years and solid academic performance, typically outperforming local district averages; -- Positive relationship between the charter school and district authorizer, with a district bond issue financing providing roughly $1 million for the charter school (at no cost to the charter school) and the renewal of the charter for a 15-year period; and -- Capable management team that uses strategic planning and target metrics. In S&P's opinion, partly offsetting credit factors include: -- Enrollment declines over the past three years, though management expects growth for fall 2017; -- Limited demand flexibility, evidenced by lack of a wait list to offset enrollment fluctuations; -- Sufficient maximum annual debt service (MADS) coverage for the rating category; -- High MADS burden at just under 20% of fiscal 2016 revenues; and -- The revocation and renewal risk shared by all charter schools subject to charter approval before debt maturity. Twin Peaks Charter Academy is in Longmont, Colo., approximately 35 miles north of the Denver metropolitan statistical area within Boulder County. It has a curriculum rooted in the college preparatory vein. The stable outlook reflects S&P's expectation that over the one-year outlook period, Twin Peaks Academy will start to grow enrollment while meeting budgeted expectations, with steady MADS coverage and liquidity. S&P could lower the rating during the outlook period if the school is unable to stabilize enrollment as expected, MADS coverage declines to levels no longer commensurate with the rating level, or days' cash on hand levels decline materially. S&P does not believe a positive rating action is likely during the outlook period given the organization's only acceptable financial metrics for the rating and modest enterprise profile. S&P could consider such an action over a longer time frame based on sustained enrollment growth, improved demand, and a trend of sustained financial metrics in line with higher rated peers. ULTRA PETROLEUM: Barclays Loan to Allow Opco to Ink Hedging Deals ----------------------------------------------------------------- In connection with presentations to prospective lenders for its exit financing, Ultra Petroleum Corp. disclosed in a filing with the Securities and Exchange Commission that a proposed senior secured first lien revolving credit facility is expected to include a provision that will require Ultra Resources, Inc. ("OpCo"), within 60 days of the closing of the Credit Facility, to enter into hedging agreements with one or more approved counterparties that have notional volumes of not less than 50% of the projected volume of OpCo's and its restricted subsidiaries total proved developed producing reserves for a period beginning on the date that is 60 days following the closing date and ending on the first anniversary of the closing date. Ultra Petroleum also disclosed certain oil and gas reserve estimates for the Ultra Entities that Barclays and OpCo plan to provide in connection with the Exit Financing. A copy of the Estimates is available at https://is.gd/A5ThbH On Feb. 13, 2017, the Ultra Entities filed with the Bankruptcy Court updated versions of The Debtors' Second Amended Joint Chapter 11 Plan of Reorganization. On Feb. 8, 2017, the Ultra Entities obtained a commitment letter from Barclays Bank PLC pursuant to which, in connection with the Plan of Reorganization, Barclays has agreed to provide OpCo with secured and unsecured financing in an aggregate amount of up to $2.4 billion, including the proposed senior secured first lien revolving credit facility in an aggregate amount of $400.0 million. Ultra Petroleum Corp. on Feb. 23, announced that it has renegotiated its existing gas processing contracts with Enterprise Products Partners L.P. and Williams Partners L.P (or their respective subsidiaries) and the U.S. Bankruptcy Court approved these contracts on February 22, 2017. Ultra expects these new contracts to provide these financial benefits related to its operations at its prolific Pinedale Field asset in Wyoming: Processing fees -- Increases EBITDA by approximately $12.0 million per year at current production volumes; and Gas sales revenues -- Approximate increase of $0.02 per Mcf for gas processed through the Enterprise plant (approximately a $1.6 million annual revenue increase at current production volumes). These benefits are expected to increase as Ultra grows its production volumes through its development drilling program in Pinedale. The primary terms of the new contracts extend through 2036. Mr. Michael Watford, Chairman, President and Chief Executive Officer of the Company, said, "We have made every effort to utilize our in-court restructuring process to maximize the value of our business enterprise. We are pleased to announce these new long-term gas processing contracts that will not only improve the profitability of our Pinedale asset, but will ensure that our gas will continue to be processed in reliable facilities operated by industry leaders." First Amendment to PSA The Ultra Entities entered into a Plan Support Agreement dated November 21, 2016, with certain holders of the 5.75% Senior Notes Due 2018 issued by the Company pursuant to the Indenture dated December 12, 2013 with respect thereto; certain holders of the 6.125% Senior Notes Due 2024 issued by the Company pursuant to the Indenture dated September 18, 2014 with respect thereto; and certain holders of common stock issued by the Company. On February 10, 2017, the Ultra Entities entered into the First Amendment to the Plan Support Agreement with the Plan Support Parties party thereto. Pursuant to the PSA Amendment, the Required Consenting Parties agreed that the Plan Term Sheet, as modified to accord with the treatment of OpCo Funded Debt Claims and General Unsecured Claims under the Second Amended Plan, is reasonably satisfactory to such parties. A copy of the First Amendment to Plan Support Agreement effective as of February 10, 2017, by and among Ultra Petroleum Corp. and the other Debtors, on the one hand, and certain holders of common stock in Ultra Petroleum Corp. and debt securities issued by Ultra Petroleum Corp., on the other hand, is available at https://is.gd/XHinkv About Ultra Petroleum Houston, Texas-based Ultra Petroleum Corp. (OTC Pink Marketplace: "UPLMQ") is an independent oil and gas company engaged in the development, production, operation, exploration and acquisition of oil and natural gas properties. On April 29, 2016, Ultra Petroleum Corp. and seven subsidiary companies filed petitions (Bankr. S.D. Tex.) seeking relief under Chapter 11 of the United States Bankruptcy Code. The Debtors' cases have been assigned to Judge Marvin Isgur. These cases are being jointly administered for procedural purposes, with all pleadings filed in these cases will be maintained on the case docket for Ultra Petroleum Corp. Case No. 16-32202. Ultra Petroleum disclosed total assets of $1.28 billion and total liabilities of $3.91 billion as of March 31, 2016. James H.M. Sprayregen, P.C., David R. Seligman, P.C., Michael B. Slade, Esq., Christopher T. Greco, Esq., and Gregory F. Pesce, Esq., at Kirkland & Ellis LLP; and Patricia B. Tomasco, Esq., Matthew D. Cavenaugh, Esq., and Jennifer F. Wertz, Esq., at Jackson Walker, L.L.P., serve as co-counsel to the Debtors. Rothschild Inc. serves as the Debtors' investment banker; Petrie Partners serves as their investment banker; and Epiq Bankruptcy Solutions, LLC, serves as claims and noticing agent. On May 5, 2016, the United States Trustee for the Southern District of Texas appointed an official committee for unsecured creditors of all of the Debtors. On September 26, 2016, the United States Trustee for the Southern District of Texas filed a Notice of Reconstitution of the UCC. The Committee tapped Weil, Gotshal & Manges LLP as its legal counsel; Opportune LLP as advisor; and PJT Partners LP as its financial advisor. Certain other stakeholders have organized for purposes of participating in the Debtors' chapter 11 cases: (i) on June 8, 2016, an informal ad hoc committee of unsecured creditors of subsidiary, Ultra Resources, notified the Bankruptcy Court it had formed and identified its members, most of which are distressed debt investors and/or hedge funds; (ii) on June 13, 2016, an informal ad hoc committee of the holders of senior notes issued by the Company notified the Bankruptcy Court it had formed and identified its members; (iii) on July 20, 2016, an informal ad hoc committee of shareholders of the Company notified the Bankruptcy Court it had formed and identified its members; and (iv) on January 6, 2017, an informal ad hoc committee of unsecured creditors of subsidiary, Ultra Resources, notified the Bankruptcy Court it had formed and identified its members, most of which are insurance companies. ULTRA PETROLEUM: Unveils New Gas Processing Contracts ----------------------------------------------------- Ultra Petroleum Corp. on Feb. 23, 2017, disclosed that it has renegotiated its existing gas processing contracts with Enterprise Products Partners L.P. and Williams Partners L.P (or their respective subsidiaries) and the U.S. Bankruptcy Court approved these contracts on February 22, 2017. Ultra expects these new contracts to provide the following financial benefits related to its operations at its prolific Pinedale Field asset in Wyoming: Processing fees – Increases EBITDA by approximately $12.0 million per year at current production volumes; and Gas sales revenues – Approximate increase of $0.02 per Mcf for gas processed through the Enterprise plant (approximately a $1.6 million annual revenue increase at current production volumes). These benefits are expected to increase as Ultra grows its production volumes through its development drilling program in Pinedale. The primary terms of the new contracts extend through 2036. Mr. Michael Watford, Chairman, President and Chief Executive Officer of the Company, said, "We have made every effort to utilize our in-court restructuring process to maximize the value of our business enterprise. We are pleased to announce these new long-term gas processing contracts that will not only improve the profitability of our Pinedale asset, but will ensure that our gas will continue to be processed in reliable facilities operated by industry leaders." About Ultra Petroleum Houston, Texas-based Ultra Petroleum Corp. (OTC Pink Marketplace: "UPLMQ") is an independent oil and gas company engaged in the development, production, operation, exploration and acquisition of oil and natural gas properties. On April 29, 2016, Ultra Petroleum Corp. and seven subsidiary companies filed petitions (Bankr. S.D. Tex.) seeking relief under Chapter 11 of the United States Bankruptcy Code. The Debtors' cases have been assigned to Judge Marvin Isgur. The cases are being jointly administered for procedural purposes, with all pleadings filed in these cases will be maintained on the case docket for Ultra Petroleum Corp. Case No. 16-32202. Ultra Petroleum disclosed total assets of $1.28 billion and total liabilities of $3.91 billion as of March 31, 2016. James H.M. Sprayregen, P.C., David R. Seligman, P.C., Michael B. Slade, Esq., Christopher T. Greco, Esq., and Gregory F. Pesce, Esq., at Kirkland & Ellis LLP; and Patricia B. Tomasco, Esq., Matthew D. Cavenaugh, Esq., and Jennifer F. Wertz, Esq., at Jackson Walker, L.L.P., serve as co-counsel to the Debtors. Rothschild Inc. serves as the Debtors' investment banker; Petrie Partners serves as their investment banker; and Epiq Bankruptcy Solutions, LLC, serves as claims and noticing agent. The Office of the U.S. Trustee has appointed seven creditors of Ultra Petroleum Corp. to serve on an Official Committee of Unsecured Creditors. The Committee tapped Weil, Gotshal & Manges LLP as its legal counsel; Opportune LLP as advisor; and PJT Partners LP as its financial advisor. ULTRAPETROL (BAHAMAS): Taps Seward & Kissel as Maritime Counsel --------------------------------------------------------------- Ultrapetrol (Bahamas) Limited and its debtor-affiliates seek authorization from the U.S. Bankruptcy Court for the Southern District of New York to employ Seward & Kissel LLP as special corporate and maritime counsel, nunc pro tunc to the February 6, 2017 commencement date. The Debtors have requested that Seward & Kissel serve as special counsel to provide services, to the extent necessary and as requested by the Debtors, with respect to the Debtors' corporate and maritime legal needs. Specifically, Seward & Kissel will render services to the Debtors including, but not limited to, assisting UBL in transactions required to consummate the chapter 11 cases and the Offshore Loan Agreements, including assisting with organizing shareholder meetings for various subsidiaries of UBL, amending the formation documents of subsidiaries as required in connection with the chapter 11 cases and Offshore Loan Agreements, and follow-on matters in connection with the restructuring of the Ocean Business, matters relating to the listing of UBL's shares on the OTCQB, and general maritime and corporate matters, including corporate finance, advising on matters related to the Debtors' fleet, vessel registrations, charter contracts and potential maritime liens, preparations for the potential dissolution of UBL after the effectiveness of the Plan, as well as matters relating to UBL's reporting obligations under the Securities Exchange Act of 1934. Seward & Kissel will be paid at these hourly rates: Larry Rutkowski $950 Robert E. Lustrin $925 Anthony Tu-Sekine $775 Moira Maresky $725 Daniel Avezbaki $590 Joseph Nardello $535 Partners $750-$1,075 Counsel $650-$825 Associates $295-$725 Paraprofessionals $140-$380 Seward & Kissel will also be reimbursed for reasonable out-of-pocket expenses incurred. In the one-year period prior to the commencement of the Debtors' cases, Seward & Kissel received total payments in the amount of $2,469,352.97 for services rendered and to be rendered, and expenses incurred and to be incurred, in connection with the potential restructuring of the Debtors' financial obligations and the preparation of these chapter 11 cases. Of this amount, as of the commencement, Seward & Kissel held approximately $200,000 on behalf of the Debtors as an advance payment retainer. Lawrence Rutkowski, member of Seward & Kissel, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. In accordance with Appendix B-Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the following is provided in response to the request for additional information: -- Seward & Kissel has represented Ultrapetrol since 1998. In the previous 12 months, Seward & Kissel's billing rates were as follows: for partners $750 to $1,000 per hour, for counsel $450 to $795 per hour; for associates $295 to $695 per hour, and for paraprofessionals $135 to $380 per hour. Seward & Kissel's billing rates going forward have increased in accordance with the Firm's policy to adjust billing rates on an annual basis. -- Debtor approved Seward & Kissel's prospective budget and staffing plan. Seward & Kissel can be reached at: Lawrence Rutkowski, Esq. SEWARD & KISSEL LLP One Battery Park Plaza New York, NY 10004 Tel: (212) 574-1200 Fax: (212) 480-8421 About Ultrapetrol Ultrapetrol is an industrial transportation company serving the marine transportation needs of its clients in the markets on which it focuses. It serves the shipping markets for containers, grain and soy bean products, forest products, minerals, crude oil, petroleum, and refined petroleum products, as well as the offshore oil platform supply market with its extensive and diverse fleet of vessels. These include river barges and pushboats, platform supply vessels, tankers and two container feeder vessels. More information on Ultrapetrol can be found at http://www.ultrapetrol.net/ The Debtors employ approximately 813 personnel located principally in Argentina (462) and Paraguay (351). Ultrapetrol (Bahamas) Limited and 30 affiliated subsidiaries each filed a voluntary petition under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of New York on Feb. 6, 2017, in order to implement an agreement reached with their lenders and bondholders on the terms of a comprehensive debt restructuring. Contemporaneously with the petitions, the Debtors filed with the court their Second Amended Joint Prepackaged Plan of Reorganization dated Feb. 6, 2017. The Company and its subsidiaries negotiated and received affirmative votes from all voting lenders and from 99.9% of the Company's note claims voting to accept the Prepackaged Plan. The Chapter 11 cases are pending before the Hon. Robert D. Drain, and the Debtors have requested joint administration of the cases under Case No. 17-22168. The Debtors have hired Zirinsky Law Partners PLLC as lead attorneys, Hughes Hubbard & Reed LLP as legal counsel, Seward & Kissel LLP as special corporate counsel, Miller Buckfire & Co. LLC as financial advisor, Pistrelli, Henry Martin Y Asociados S.R.L. as independent auditor, Ernst & Young Paraguay as the Debtors' Paraguayan subsidiaries' independent auditor, AlixPartners International, LLC as financial advisor and Prime Clerk LLC as claims, noticing and solicitation agent. ULTRAPETROL BAHAMAS: Hires AlixPartners as Financial Advisor ------------------------------------------------------------ Ultrapetrol (Bahamas) Limited and its debtor-affiliates seek authorization from the U.S. Bankruptcy Court for the Southern District of New York to employ AlixPartners International, LLC to provide financial advisory and restructuring consulting services, nunc pro tunc to the February 6, 2017 commencement date. The Debtors require AlixPartners to: (a) assist in negotiations with stakeholders and their representatives; (b) manage the claims and claims reconciliation processes; (c) assist with the preparation of the statements of affairs, schedules and other regular reports required by the Bankruptcy Court as well as providing assistance in such areas as testimony before the Bankruptcy Court on matters that are within AlixPartners' areas of expertise; and (d) assist with such other matters as may be requested that fall within AlixPartners' expertise and that are mutually agreeable. AlixPartners will be paid at these hourly rates: Rebecca Roof, Managing Director $1,110 Stephen Spitzer, Managing Director $985 Peter Baldwin, Vice President $660 Jon Bryant, Analyst $380 Managing Director $960–$1,135 Director $745–$910 Vice President $550–$660 Associate $380–$520 Analyst $135–$365 Paraprofessional $250–$270 AlixPartners will also be reimbursed for reasonable out-of-pocket expenses incurred. AlixPartners received an advance retainer payment aggregating $100,000. Pursuant to the Engagement Letter, invoiced amounts have been offset against the Retainer and payments on the invoices have been used to replenish the retainer. During the 90 days prior to the commencement of these chapter 11 cases, Ultrapetrol paid AlixPartners International, LLC a total of $640,359.68 incurred in providing services to Ultrapetrol in contemplation of, and in connection with, prepetition restructuring activities. AlixPartners International, LLC's current estimate is that it received unapplied advance payments from Ultrapetrol in excess of prepetition billings of $152,666.35, which is subject to final determination after all prepetition billings and collections are reconciled. Rebecca A. Roof, managing director of AlixPartners, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. AlixPartners can be reached at: Rebecca A. Roof ALIXPARTNERS INTERNATIONAL, LLC 909 Third Avenue, 30th Floor New York, NY 10019 Tel: (212) 490-2500 Fax: (212) 490-1344 About Ultrapetrol Ultrapetrol -- http://www.ultrapetrol.net/-- is an industrial transportation company serving the marine transportation needs of its clients in the markets on which it focuses. It serves the shipping markets for containers, grain and soy bean products, forest products, minerals, crude oil, petroleum, and refined petroleum products, as well as the offshore oil platform supply market with its extensive and diverse fleet of vessels. These include river barges and pushboats, platform supply vessels, tankers and two container feeder vessels. The Company employs approximately 813 personnel located principally in Argentina (462) and Paraguay (351). Ultrapetrol (Bahamas) Limited and 30 affiliated subsidiaries each filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 17-22168) Feb. 6, 2017, in order to implement an agreement reached with their lenders and bondholders on the terms of a comprehensive debt restructuring. The Chapter 11 cases are pending before the Hon. Robert D. Drain. Contemporaneously with the petitions, the Debtors filed with the court their Second Amended Joint Prepackaged Plan of Reorganization dated Feb. 6, 2017. The Company and its subsidiaries negotiated and received affirmative votes from all voting lenders and from 99.9% of the Company's note claims voting to accept the Prepackaged Plan. The Debtors have hired Zirinsky Law Partners PLLC as lead attorneys, Hughes Hubbard & Reed LLP as legal counsel, Seward & Kissel LLP as special corporate counsel, Miller Buckfire & Co. LLC as financial advisor, Pistrelli, Henry Martin Y Asociados S.R.L. as independent auditor, Ernst & Young Paraguay as the Debtors' Paraguayan subsidiaries' independent auditor, AlixPartners International, LLC as financial advisor and Prime Clerk LLC as claims, noticing and solicitation agent. ULTRAPETROL BAHAMAS: Hires Miller Buckfire as Financial Advisor --------------------------------------------------------------- Ultrapetrol (Bahamas) Limited and its debtor-affiliates seek authorization from the U.S. Bankruptcy Court for the Southern District of New York to employ Miller Buckfire & Co., LLC as financial advisor and investment banker, nunc pro tunc to the February 6, 2017 commencement date. The Debtor requires Miller Buckfire to provide: (a) General Financial Advisory Services; (b) Restructuring services: -- assist in developing and seeking approval of a Plan; -- assist in structuring any new securities to be issued under the Plan; -- participate or otherwise assist in negotiations with entities or groups affected by the Plan; and -- participate in hearings before the Court in connection with Miller Buckfire's other services, including related testimony, in coordination with Ultrapetrol's counsel. (c) Financing Services: -- assist in structuring and effecting a Financing; -- identify and contact potential investors; -- participate or otherwise assist in negotiations with investors; and -- consider with Ultrapetrol the advisability of an Ultrapetrol memorandum for use in soliciting potential investors, and, if advisable, prepare and develop such a financing offering memorandum. (d) Sale and Strategic Partnership Services: -- assist with the Sale or Strategic Partnership; -- identify and contact potential acquirers or other counterparties; -- participate or otherwise assist in negotiations with acquirers or other counterparties; and -- prepare and develop an Ultrapetrol sale memorandum for use in soliciting potential acquirers. Miller Buckfire will be paid according to this Fee and Expense Structure: -- Monthly Fee. $200,000; -- Restructuring Fee. $2,750,000 upon a Restructuring or a Credit Bid Sale. For a Prepackaged Plan, half of the Restructuring Fee is due upon receipt of support sufficient for confirmation, which has been paid, and the remaining half is due upon confirmation of that Plan. -- Financing Fee. Upon a Financing: - 1.5% of debtor-in-possession Financing; plus - 2.5% of other debt Financing, up to $100,000,000 in the aggregate across all Financings; plus - 2% of additional debt Financing; plus - for other Financing, including equity, the lesser of (x) 5% of such other Financing and (y) the amount that would be due as a Sale Fee if such equity Financing were Aggregate Consideration. -- Sale Fee. The greater of $1,000,000 and 1.25% of Aggregate Consideration, upon a Sale for which Miller Buckfire provides services. -- Strategic Partnership Fee. $1,000,000 upon a Strategic Partnership that is not part of a transaction or series of transactions that gives rise to a Sale Fee, but for which Miller Buckfire provides services. -- Crediting. Half of the seventh and subsequent Monthly Fees paid will be credited against any Restructuring Fee. -- Fee Cap. Aggregate fees will not exceed $6,500,000. -- Exclusions. The following are outside the scope of Miller Buckfire's services and give rise to no fees: - Southern Cross purchases of Debtor assets or additional Debtor securities; - Standalone Sales or Financings of less than $40,000,000 other than debtor-in-possession Financing, unless terms for such Small Transactions are agreed and approved; - Certain smaller, standalone Ocean Business or shipyard business Sales, unless the purchaser in such Sale is identified by Miller Buckfire and other conditions are met; -- Retainer. A $25,000 evergreen expense retainer, held at Miller Buckfire. -- Expenses. Miller Buckfire will be reimbursed for its reasonable, out-of-pocket expense incurred in connection with its services to Ultrapetrol, including its reasonable legal expenses. Expenses over $50,000 quarterly require advance Debtor approval. Kevin Haggard, managing director of Miller Buckfire, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Miller Buckfire can be reached at: Kevin Haggard MILLER BUCKFIRE & CO., LLC 787 Seventh Avenue, 5th Floor New York, NY 10019 Tel: (212) 895-1800 Fax: (212) 895-1853 About Ultrapetrol Ultrapetrol -- http://www.ultrapetrol.net/-- is an industrial transportation company serving the marine transportation needs of its clients in the markets on which it focuses. It serves the shipping markets for containers, grain and soy bean products, forest products, minerals, crude oil, petroleum, and refined petroleum products, as well as the offshore oil platform supply market with its extensive and diverse fleet of vessels. These include river barges and pushboats, platform supply vessels, tankers and two container feeder vessels. The Company employs approximately 813 personnel located principally in Argentina (462) and Paraguay (351). Ultrapetrol (Bahamas) Limited and 30 affiliated subsidiaries each filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 17-22168) Feb. 6, 2017, in order to implement an agreement reached with their lenders and bondholders on the terms of a comprehensive debt restructuring. The Chapter 11 cases are pending before the Hon. Robert D. Drain. Contemporaneously with the petitions, the Debtors filed with the court their Second Amended Joint Prepackaged Plan of Reorganization dated Feb. 6, 2017. The Company and its subsidiaries negotiated and received affirmative votes from all voting lenders and from 99.9% of the Company's note claims voting to accept the Prepackaged Plan. The Debtors have hired Zirinsky Law Partners PLLC as lead attorneys, Hughes Hubbard & Reed LLP as legal counsel, Seward & Kissel LLP as special corporate counsel, Miller Buckfire & Co. LLC as financial advisor, Pistrelli, Henry Martin Y Asociados S.R.L. as independent auditor, Ernst & Young Paraguay as the Debtors' Paraguayan subsidiaries' independent auditor, AlixPartners International, LLC as financial advisor and Prime Clerk LLC as claims, noticing and solicitation agent. ULTRAPETROL BAHAMAS: Hires Zirinsky Law as Lead Attorneys --------------------------------------------------------- Ultrapetrol (Bahamas) Limited and its debtor-affiliates seek authorization from the U.S. Bankruptcy Court for the Southern District of New York to employ Zirinsky Law Partners PLLC as lead attorneys, nunc pro tunc to the February 6, 2017 commencement date. The Debtor requires Zirinsky Law to: (a) prepare, or oversee the preparation of, on behalf of the Debtors, as debtors and debtors in possession, all necessary motions, applications, answers, orders, reports, and other papers in connection with the administration of the Debtors' estates; (b) take, or oversee the taking of, all necessary action to protect and preserve the Debtors' estates, including the prosecution of actions on the Debtors' behalf, the defense of any actions commenced against the Debtors, the negotiation of disputes in which the Debtors are involved, and the preparation of objections to claims filed against the Debtors' estates; (c) take, or oversee the taking of, all necessary actions in connection with any chapter 11 plan and related disclosure statement, and all related documents, and such further actions as may be required in connection with the administration of the Debtors' estates; and (d) perform, or oversee the performance of, all other legal services necessary or appropriate in connection with the prosecution of these chapter 11 cases. Zirinsky Law will be paid at these hourly rates: Bruce R. Zirinsky $1,000 Sharon J. Richardson $750 Gary D. Ticoll $750 Zirinsky Law will also be reimbursed for reasonable out-of-pocket expenses incurred. In the one-year period prior to the commencement of the Debtors' cases, Zirinsky Law received total payments in the amount of $2,347,647.72 for services rendered and to be rendered, and expenses incurred and to be incurred, in connection with the potential restructuring of the Debtors' financial obligations and the preparation of these chapter 11 cases. Of this amount, as of the commencement of the Debtors' cases, Zirinsky Law held approximately $400,000.44 on behalf of the Debtors as an advance payment retainer. Bruce R. Zirinsky, member of Zirinsky Law, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. In accordance with Appendix B-Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the following is provided in response to the request for additional information: -- Certain discounts have been agreed upon with the Debtors. -- Zirinsky Law represented the Debtors in the 12 months prior to the Commencement Date. During the prepetition period, Zirinsky Law invoiced the Debtors on a bi-weekly or monthly basis. Zirinsky Law's billing rates and material financial terms with respect to this engagement have not changed postpetition other than to comply with the provisions of the Bankruptcy Code and any Orders relating to the timing and payment of compensation and reimbursement of expenses. -- The Debtors have approved Zirinsky Law's prospective budget and staffing plan for the first interim fee period. Zirinsky Law can be reached at: Gary D. Ticoll, Esq. Bruce R. Zirinsky, Esq. Sharon J. Richardson, Esq. ZIRINSKY LAW PARTNERS PLLC 375 Park Avenue, Suite 2607 New York, NY 10152 Tel: (212) 763-0193 About Ultrapetrol Ultrapetrol -- http://www.ultrapetrol.net/-- is an industrial transportation company serving the marine transportation needs of its clients in the markets on which it focuses. It serves the shipping markets for containers, grain and soy bean products, forest products, minerals, crude oil, petroleum, and refined petroleum products, as well as the offshore oil platform supply market with its extensive and diverse fleet of vessels. These include river barges and pushboats, platform supply vessels, tankers and two container feeder vessels. The Company employs approximately 813 personnel located principally in Argentina (462) and Paraguay (351). Ultrapetrol (Bahamas) Limited and 30 affiliated subsidiaries each filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 17-22168) Feb. 6, 2017, in order to implement an agreement reached with their lenders and bondholders on the terms of a comprehensive debt restructuring. The Chapter 11 cases are pending before the Hon. Robert D. Drain. Contemporaneously with the petitions, the Debtors filed with the court their Second Amended Joint Prepackaged Plan of Reorganization dated Feb. 6, 2017. The Company and its subsidiaries negotiated and received affirmative votes from all voting lenders and from 99.9% of the Company's note claims voting to accept the Prepackaged Plan. The Debtors have hired Zirinsky Law Partners PLLC as lead attorneys, Hughes Hubbard & Reed LLP as legal counsel, Seward & Kissel LLP as special corporate counsel, Miller Buckfire & Co. LLC as financial advisor, Pistrelli, Henry Martin Y Asociados S.R.L. as independent auditor, Ernst & Young Paraguay as the Debtors' Paraguayan subsidiaries' independent auditor, AlixPartners International, LLC as financial advisor and Prime Clerk LLC as claims, noticing and solicitation agent. ULTRAPETROL BAHAMAS: Taps Hughes Hubbard as Attorneys ----------------------------------------------------- Ultrapetrol (Bahamas) Limited and its debtor-affiliates seek authorization from the U.S. Bankruptcy Court for the Southern District of New York to employ Hughes Hubbard & Reed LLP as attorneys, nunc pro tunc to the February 6, 2017 commencement date. The Debtor requires Hughes Hubbard to: (a) prepare on behalf of Ultrapetrol, as debtors in possession, all necessary motions, applications, answers, orders, reports, and other papers in connection with the administration of Ultrapetrol's estates; (b) take all necessary action to protect and preserve Ultrapetrol's estates, including the prosecution of actions on Ultrapetrol's behalf, the defense of any actions commenced against Ultrapetrol, the negotiation of disputes in which Ultrapetrol is involved, and the preparation of objections to claims filed against Ultrapetrol's estates; (c) take all necessary actions in connection with any chapter 11 plan and related disclosure statement, and all related documents, and such further actions as may be required in connection with the administration of Ultrapetrol's estates; and (d) perform all other legal services necessary or appropriate in connection with these chapter 11 cases. Hughes Hubbard will be paid at these hourly rates: Partners $700-$1,350 Counsel and Specialists $720-$1,125 Associates $425-$800 Paraprofessionals $210-$290 Hughes Hubbard has provided the Debtors with a 10% negotiated fee discount applicable for fees accrued in the 2017 calendar year. Hughes Hubbard will also be reimbursed for reasonable out-of-pocket expenses incurred. During the one-year period prior to the commencement of the Debtors' cases, Hughes Hubbard received payments in the amount of $1,310,203.99 -- including $746,105.64 in the 90 days prior to the bankruptcy filing -- for services rendered and to be rendered, and expenses incurred and to be incurred, in connection with the potential restructuring of the Debtors' financial obligations and preparation of these chapter 11 cases. Of this amount, as of the commencement of the Debtors' cases, Hughes Hubbard held approximately $303,227.00 on behalf of the Debtors as an advance payment retainer. Christopher K. Kiplok, member of Hughes Hubbard, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. In accordance with Appendix B-Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the following is provided in response to the request for additional information: -- Ultrapetrol and Hughes Hubbard have agreed to a 10% fee discount. -- Hughes Hubbard represented Ultrapetrol in the 12 months leading to the Commencement Date. Aside from associate maturation and annual rate increases, as of January 1, 2017, there were no adjustments in the 12-month period, and throughout HHR has maintained its agreed 10% discount. During the prepetition period, Hughes Hubbard invoiced the Debtors on a bi-weekly or monthly basis. Hughes Hubbard's billing rates and material financial terms with respect to this engagement have not changed postpetition other than to comply with the provisions of the Bankruptcy Code and any Orders relating to the timing and payment of compensation and reimbursement of expenses. -- Ultrapetrol has approved Hughes Hubbard's prospective budget and staffing plan for the period through March 31, 2017. Ultrapetrol and Hughes Hubbard will work together to revise the budget and staffing plan as needed. Hughes Hubbard can be reached at: Christopher K. Kiplok, Esq. Dustin P. Smith, Esq. Erin E. Diers, Esq. HUGHES HUBBARD & REED LLP One Battery Park Plaza New York, NY 10004 E-mail: chris.kiplok@hugheshubbard.com dustin.smith@hugheshubbard.com erin.diers@hugheshubbard.com About Ultrapetrol Ultrapetrol -- http://www.ultrapetrol.net/-- is an industrial transportation company serving the marine transportation needs of its clients in the markets on which it focuses. It serves the shipping markets for containers, grain and soy bean products, forest products, minerals, crude oil, petroleum, and refined petroleum products, as well as the offshore oil platform supply market with its extensive and diverse fleet of vessels. These include river barges and pushboats, platform supply vessels, tankers and two container feeder vessels. The Company employs approximately 813 personnel located principally in Argentina (462) and Paraguay (351). Ultrapetrol (Bahamas) Limited and 30 affiliated subsidiaries each filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 17-22168) Feb. 6, 2017, in order to implement an agreement reached with their lenders and bondholders on the terms of a comprehensive debt restructuring. The Chapter 11 cases are pending before the Hon. Robert D. Drain. Contemporaneously with the petitions, the Debtors filed with the court their Second Amended Joint Prepackaged Plan of Reorganization dated Feb. 6, 2017. The Company and its subsidiaries negotiated and received affirmative votes from all voting lenders and from 99.9% of the Company's note claims voting to accept the Prepackaged Plan. The Debtors have hired Zirinsky Law Partners PLLC as lead attorneys, Hughes Hubbard & Reed LLP as legal counsel, Seward & Kissel LLP as special corporate counsel, Miller Buckfire & Co. LLC as financial advisor, Pistrelli, Henry Martin Y Asociados S.R.L. as independent auditor, Ernst & Young Paraguay as the Debtors' Paraguayan subsidiaries' independent auditor, AlixPartners International, LLC as financial advisor and Prime Clerk LLC as claims, noticing and solicitation agent. UNITED ROAD: Hires Rust/Omni as Claims and Noticing Agent --------------------------------------------------------- United Road Towing, Inc. and its debtor-affiliates seek authorization from the U.S. Bankruptcy Court for the District of Delaware to employ Rust Consulting/Omni Bankruptcy as claims and noticing agent, nunc pro tunc to the February 6, 2017 petition date. The Debtors require Rust/Omni to: (a) prepare and serve required notices and documents in the cases in accordance with the Bankruptcy Code and the Bankruptcy Rules in the form and manner directed by the Debtors and the Court, including (i) notice of the commencement of the cases and the initial meeting of creditors under Bankruptcy Code section 341(a), (ii) notice of any claims bar date, (iii) notices of transfers of claims, (iv) notices of objections to claims and objections to transfers of claims, (v) notices of any hearings on a disclosure statement and confirmation of the Debtors' plan or plans of reorganization, including under Bankruptcy Rule 3017(d), (vi) notice of the effective date of any plan and (vii) all other notices, orders, pleadings, publications and other documents as the Debtors or Court may deem necessary or appropriate for an orderly administration of the cases; (b) maintain an official copy of the Debtors' schedules of assets and liabilities and statement of financial affairs, listing the Debtors' known creditors and the amounts owed thereto; (c) maintain (i) a list of all potential creditors, equity holders and other parties-in-interest; and (ii) a "core" mailing list consisting of all parties described in sections 2002(i), (j) and (k) and those parties that have filed a notice of appearance pursuant to Bankruptcy Rule 9010; update said lists and make said lists available upon request by a party-in-interest or the Clerk; (d) furnish a notice to all potential creditors of the last date for the filing of proofs of claim and a form for the filing of a proof of claim, after such notice and form are approved by this Court, and notify said potential creditors of the existence, amount and classification of their respective claims as set forth in the Schedules, which may be effected by inclusion of such information on a customized proof of claim form provided to potential creditors; (e) maintain a post office box or address for the purpose of receiving claims and returned mail, and process all mail received; (f) for all notices, motions, orders or other pleadings or documents served, prepare and file or caused to be filed with the Clerk an affidavit or certificate of service within 7 business days of service which includes (i) either a copy of the notice served or the docket numbers and titles of the pleadings served, (ii) a list of persons to whom it was mailed with their addresses, (iii) the manner of service, and (iv) the date served; (g) process all proofs of claim received, including those received by the Clerk's Office, and check said processing for accuracy, and maintain the original proofs of claim in a secure area; (h) maintain the official claims register for each Debtor on behalf of the Clerk; upon the Clerk's request, provide the Clerk with certified, duplicate unofficial Claims Registers; and specify in the Claims Registers the following information for each claim docketed: (i) the claim number assigned, (ii) the date received, (iii) the name and address of the claimant and agent, if applicable, who filed the claim, (iv) the amount asserted, (v) the asserted classification(s) of the claim, (vi) the applicable Debtor, and (vii) any disposition of the claim; (i) implement necessary security measures to ensure the completeness and integrity of the Claims Registers and the safekeeping of the original claims; (j) record all transfers of claims and provide any notices of such transfers as required by Bankruptcy Rule 3001(e); (k) relocate, by messenger or overnight delivery, all of the court-filed proofs of claim to the offices of Rust/Omni, not less than weekly; (l) upon completion of the docketing process for all claims received to date for each case, turn over to the Clerk copies of the claims register for the Clerk's review; (m) monitor the Court's docket for all notices of appearance, address changes, and claims-related pleadings and orders filed and make necessary notations on and changes to the claims register; (n) assist in the dissemination of information to the public and respond to requests for administrative information regarding the case as directed by the Debtors or the Court, including through the use of a case website and call center; (o) if the case is converted to chapter 7, contact the Clerk's Office within 3 days of the notice to Rust/Omni of entry of the order converting the case; (p) 30 days prior to the close of these cases, to the extent practicable, request that the Debtors submit to the Court a proposed Order dismissing Rust/Omni and terminating the services of such agent upon completion of its duties and responsibilities and upon the closing of these cases; (q) within 7 days of notice to Rust/Omni of entry of an order closing the chapter 11 cases, provide to the Court the final version of the claims register as of the date immediately before the close of the cases; (r) at the close of these cases, box and transport all original documents, in proper format, as provided by the Clerk's Office, to (i) the Federal Archives Record Administration, located at 14700 Townsend Road, Philadelphia, PA 19154-1096 or (ii) any other location requested by the Clerk's Office; and (s) provide such other related Claims and Noticing Services and the Debtors may require in connection with these chapter 11 cases. Rust/Omni will be paid at these hourly rates: Clerical Support $26.25-$37.50 Project Specialists $48.75-$63.75 Project Supervisors $63.75-$78.75 Consultants $78.75-$105 Technology/Programming $82.50-$123.75 Senior Consultants $131.25-$146.25 Equity Services $168.75 Rust/Omni will also be reimbursed for reasonable out-of-pocket expenses incurred. Prior to the Petition Date, the Debtors provided Rust/Omni a retainer in the amount of $15,000. Paul H. Deutch, executive managing director of Rust/Omni, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Rust/Omni can be reached at: Paul H. Deutch RUST CONSULTING/OMNI BANKRUPTCY 1120 Avenue of the Americas 4th Floor New York, NY 10036 Tel: (212) 302-3560 Fax: (212) 302-3820 About United Road Towing Headquartered in Mokena, Illinois, United Road Towing, Inc. -- dba Good Buy Auto Auction, UR Vehicle Management Solutions, Quality Towing, United Road Vehicle Management Solutions, and dba United Road Towing-San Antonio -- and its affiliates provide towing, recovery, impound, and vehicle management solutions services to both the private and public sector. Through a portfolio of local and regional brands operating across 10 different regions in eight different states, the Company dispatches approximately 500,000 tows, manage over 200,000 impounds and sell over 38,000 vehicles annually across the U.S. United Road Towing, Inc., filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 17-10249) on Feb. 6, 2017. These affiliates filed separate Chapter 11 bankruptcy petitions on the same day: URT Holdings, Inc. (Bankr. D. Del. Case No. 17-10250), City Towing, Inc. (Bankr. D. Del. Case No. 17-10251), URS West, Inc. (Bankr. D. Del. Case No. 17-10252), Bill & Wag's, Inc. (Bankr. D. Del. Case No. 17-10253), Export Enterprises of Massachusetts, Inc. (Bankr. D. Del. Case No. 17-10254), Pat's Towing, Inc. (Bankr. D. Del. Case No. 17-10255), Keystone Towing, Inc. (Bankr. D. Del. Case No. 17-10256), Ross Baker Towing, Inc. (Bankr. D. Del. Case No. 17-10257), URT Texas, Inc. (Bankr. D. Del. Case No. 17-10258), Mart Caudle Corporation (Bankr. D. Del. Case No. 17-10259), Signature Towing, Inc. (Bankr. D. Del. Case No. 17-10260), WHW Transport, Inc. (Bankr. D. Del. Case No. 17-10261), URS Southeast, Inc. (Bankr. D. Del. Case No. 17-10262), URS Northeast, Inc. (Bankr. D. Del. Case No. 17-10263), URS Southwest, Inc. (Bankr. D. Del. Case No. 17-10264), Fast Towing, Inc. (Bankr. D. Del. Case No. 17-10265), E&R Towing and Garage, Inc. (Bankr. D. Del. Case No. 17-10266), Sunrise Towing, Inc. (Bankr. D. Del. Case No. 17-10267), Ken Lehman Enterprises, Inc. (Bankr. D. Del. Case No. 17-10268), United Road Towing of South Florida, Inc. (Bankr. D. Del. Case No. 17-10269), Rapid Recovery Incorporated (Bankr. D. Del. Case No. 17-10270), United Road Towing Services, Inc. (Bankr. D. Del. Case No. 17-10271), Arri Brothers, Inc. (Bankr. D. Del. Case No. 17-10272), Rancho Del Oro Companies, Inc. (Bankr. D. Del. Case No. 17-10273), CSCBD, Inc. (Bankr. D. Del. Case No. 17-10274), UR VMS, LLC (Bankr. D. Del. Case No. 17-10275), URS Leasing, Inc. (Bankr. D. Del. Case No. 17-10276), and UR Vehicle Management Solutions, Inc. (Bankr. D. Del. Case No. 17-10277). The petitions were signed by Michael Mahar, chief financial officer. Judge Laurie Selber Silverstein presides over the case. Daniel J. McGuire, Esq., Grace D. D'Arcy, Esq., and Carrie V. Hardman, Esq., at Winston & Strawn LLP serve as Debtors' general counsel. M. Blake Cleary, Esq., Ryan M. Bartley, Esq., and Andrew Magaziner, Esq., at Young Conaway Stargatt & Taylor, LLP, serve as the Debtors' Delaware counsel. Getzler Henrich & Associates LLC is the Debtors' financial advisor. SSG Advisors LLC is the Debtors' investment banker. Rust Consulting/Omni Bankruptcy is the Debtors' noticing, claims and balloting agent. The Debtors estimated assets of between $10 million and $50 million and debts of between $50 million and $100 million. UNITY RESPIRATORY: Case Summary & 18 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Unity Respiratory and Diabetic, Inc. aka Unity Medical 3616 Tamiami Trail, Unit 1 Port Charlotte, FL 33952 Case No.: 17-01681 Chapter 11 Petition Date: March 1, 2017 Court: United States Bankruptcy Court Middle District of Florida (Ft. Myers) Debtor's Counsel: Benjamin G Martin, Esq. LAW OFFICES OF BENJAMIN MARTIN 1620 Main Street, Suite 1 Sarasota, FL 34236 Tel: 941-951-6166 Fax: 941-951-2076 E-mail: skipmartin@verizon.net Estimated Assets: $50,000 to $100,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Wayne Perry, president. A copy of the Debtor's list of 18 largest unsecured creditors is available for free at http://bankrupt.com/misc/flmb17-01681.pdf UNITY RESPIRATORY: Case Summary & 18 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Unity Respiratory and Diabetic, Inc. aka Unity Medical 3616 Tamiami Trail, Unit 1 Port Charlotte, FL 33952 Case No.: 17-01681 Chapter 11 Petition Date: March 1, 2017 Court: United States Bankruptcy Court Middle District of Florida (Ft. Myers) Debtor's Counsel: Benjamin G Martin, Esq. LAW OFFICES OF BENJAMIN MARTIN 1620 Main Street, Suite 1 Sarasota, FL 34236 Tel: 941-951-6166 Fax: 941-951-2076 E-mail: skipmartin@verizon.net Estimated Assets: $50,000 to $100,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Wayne Perry, president. A copy of the Debtor's list of 18 largest unsecured creditors is available for free at http://bankrupt.com/misc/flmb17-01681.pdf US VIRGIN ISLANDS: S&P Puts 'B' Rating on Notes on Watch Neg. ------------------------------------------------------------- S&P Global Ratings placed its 'B' rating on the Virgin Islands Public Finance Authority's matching fund loan notes, senior- and subordinate-lien bonds, issued for the U.S. Virgin Islands (USVI), on CreditWatch with negative implications. At the same time, S&P Global Ratings placed its 'B-' rating on the authority's gross receipts tax bonds on CreditWatch with negative implications. The CreditWatch placement follows USVI's growing liquidity challenges. "The territory indicated that it currently holds approximately two days' cash on hand and may not have sufficient cash to meet obligations including pay-roll obligations due in March without additional external liquidity or significant budget cuts," said S&P Global Ratings credit analyst Oladunni Ososami. "In the past month, the territory's liquidity has been below 10 days' cash, which we believe leaves USVI vulnerable to cash flow insolvency." Given the urgency of the territory's liquidity issues, the territory will need an infusion of cash to continue to pay its operating expenses. S&P understands that the territory's access to external liquidity to deal with immediate cash flow needs remains contingent on USVI enacting its proposed revenue enhancements outlined in the governor's five-year financial plan to close its $110 million current deficit. The enactment of the measures depends on legislative approval, which has been delayed in the past and remains uncertain. Although the proposals are expected to go through the final legislative approval on Feb. 28, it is not certain that the proposals will be approved or that approval will lead to timely access of cash flow needed to address the current liquidity crisis. If the territory does not take definitive action to address its current fiscal position and S&P views its capacity or willingness to pay debt service on the bonds as increasingly compromised, it could lead to further deterioration of the credit quality. VANDER INTERMEDIATE: S&P Affirms 'B' CCR; Outlook Negative ---------------------------------------------------------- S&P Global Ratings said that it has affirmed its 'B' corporate credit rating on U.S.-based Vander Intermediate Holding III Corp. The outlook is negative. At the same time, S&P assigned its 'B' issue-level rating and '4' recovery rating to the company's proposed $1.025 billion senior secured second-lien notes due 2024. The '4' recovery rating indicates S&P's expectation for average (30%-50%, rounded estimate: 45%) recovery in a payment default scenario. Vander's operating subsidiaries, Blueline Rental Finance Corp. and Blueline Rental LLC, will co-issue the notes. Vander intends to use the proceeds from this issuance to redeem its existing $760 million senior secured second-lien notes due 2019 and $201 million of holding company payment-in-kind (PIK) toggle notes due 2019. S&P believes that Vander's equity sponsors will retire about $43 million of the company's promissory notes due to affiliates. "The affirmation and negative outlook reflect our view that, while Vander's debt leverage remains high (with debt-to-EBITDA of 7.4x as of the end of 2016), we continue to forecast that an increase in construction spending in 2017, the realization of benefits from management's business initiatives, and a reduction in the company's restructuring expenses will allow it to reduce its debt-to-EBITDA to 6.5x or below by the end of 2017," said S&P Global credit analyst Svetlana Olsha. "If, however, the company's EBITDA growth is slower than we expect over the next few quarters because of sustained weak demand, further operating challenges, or a higher-than-expected level of capital spending that prevents it from deleveraging, we could lower our rating." The negative outlook on Vander reflects the company's high leverage levels due to the softness in its end markets, its operational inefficiencies, and its recent sizeable restructuring expenses. S&P believes that Vander may be unable to lower its debt-to-EBITDA below 6.5x if its end markets remain weak and the company is unable to reduce its costs. S&P could lower its ratings on Vander if S&P do not expect the company's end markets to improve in 2017, or if the company incurs a higher level of capex or restructuring expenses than S&P expects, causing its forecasted debt-to-EBITDA to remain above 6.5x over the next 12 months. S&P could revise its outlook on Vander to stable if S&P expects the company's operating performance to continue to improve and management's cost-savings activities cause its debt-to-EBITDA to decline below 6.5x on a sustained basis. VANITY SHOP: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Vanity Shop of Grand Forks, Inc. dba Vanity 2222 7th Avenue North, Unit 100 Fargo, ND 58102 Case No.: 17-30112 Chapter 11 Petition Date: March 1, 2017 Court: United States Bankruptcy Court District of North Dakota (Fargo) Judge: Hon. Shon Hastings Debtor's Counsel: Jon R. Brakke, Esq. VOGEL LAW FIRM P.O. Box 1389 Fargo, ND 58107-1389 Tel: (701) 237-6983 Fax: (701) 476-7676 E-mail: jbrakke@vogellaw.com - and - Caren W. Stanley, Esq. VOGEL LAW FIRM P.O. Box 1389 Fargo, ND 58107-1389 Tel: (701) 237-6983 Fax: (701) 476-7676 E-mail: cstanley@vogellaw.com Estimated Assets: $50,000 to $100,000 Estimated Liabilities: $10 million to $50 million The petition was signed by James Bennett, chairman of the Board of Directors. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/ndb17-30112.pdf VERMILION ENERGY: Moody's Assigns B2 Rating to US$300MM Notes ------------------------------------------------------------- Moody's Investors Service assigned a B2 rating to Vermilion Energy Inc.'s proposed US$300 million senior unsecured notes. Moody's also assigned a Ba3 Corporate Family Rating (CFR), a Ba3-PD Probability of Default Rating and a SGL-2 Speculative Grade Liquidity rating to Vermilion. The rating outlook is stable. This is the first time that Moody's has rated Vermilion. The proceeds of the notes will be used to repay drawings under the revolver. Assignments: Issuer: Vermilion Energy Inc. -- Probability of Default Rating, Assigned Ba3-PD -- Speculative Grade Liquidity Rating, Assigned SGL-2 -- Corporate Family Rating, Assigned Ba3 -- Senior Unsecured Regular Bond/Debenture, Assigned B2(LGD5) Outlook Actions: Issuer: Vermilion Energy Inc. -- Outlook, Assigned Stable RATINGS RATIONALE Vermilion's Ba3 CFR reflects the company's solid leverage in 2017 (debt to EBITDA around 2x and retained cash flow to debt around 30%), strong cash margins driven by international commodity price exposure, and the ability to generate positive free cash flow while increasing production by 9% and paying out a high dividend. Vermilion's asset base has low decline rates allowing the company to have low capital intensity and is well diversified with a long track record of successful operations despite the disparate nature. The rating also considers the modest size, the high dividend payout and some execution risk inherent to the multiple geographies in which it is operating. Vermillion has good liquidity (SGL-2) through 2017. Pro forma for the US$300million notes issuance, the company will have about C$1 billion available under its C$2 billion revolver maturing in May 2019. In 2017 Moody's expects positive free cash flow of about C$90 million and no debt maturities. Vermilion should remain well in compliance with the three financial covenants under its revolver. Alternate sources of liquidity, if needed, are good as the company could sell up to C$200 million worth of assets per calendar year without the consent from their banks. In accordance with Moody's Loss Given Default (LGD) Methodology, the notching of the senior unsecured notes at B2, two notches below the Ba3 CFR, reflects priority ranking debt in the form of the C$2 billion secured revolving credit facility relative to the unsecured notes. The stable outlook reflects Moody's expectations for modest production growth and a continuation of stable operating results. The rating could be upgraded if production increases towards 80,000 boe/d (60,000 boe/d LTM Dec16) on a sustained basis, retained cash flow to debt increases above 40% (29% LTM Dec16) and leveraged full-cycle ratio improves above 1.5x (1x LTM Dec16). The rating could be downgraded if retained cash flow to debt falls below 25% and leveraged full-cycle ratio decreases below 1x. Vermilion Energy is a Calgary, Alberta-based independent exploration and production company with operations in Europe, Canada, Australia and the US. Vermilion's net of royalties production is about 60,000 barrel of oil equivalent per day. The principal methodology used in these ratings was Global Independent Exploration and Production Industry published in December 2011. VERMILION ENERGY: S&P Assigns 'BB-' CCR; Outlook Stable ------------------------------------------------------- S&P Global Ratings said it assigned its 'BB-' long-term corporate credit rating to Calgary, Alta.-based Vermilion Energy Inc. The outlook is stable. At the same time, S&P Global Ratings assigned its 'BB-' issue-level rating and '3' recovery rating to Vermilion's proposed US$300 million senior unsecured notes due 2025. The '3' recovery rating indicates S&P's expectation of meaningful recovery (65%) in a hypothetical default scenario. "The ratings reflect our view of Vermilion's small, albeit broadly diversified, international oil and gas upstream operations; the company's high unit production and full-cycle costs; and adequate cash flow and leverage," said S&P Global Ratings credit analyst Wendell Sacramoni. S&P believes Vermilion's profitability metrics, which benefit from Brent benchmark based pricing for its liquids and gas production outside North America; and the company's strong liquidity profile partially offset its relatively small scale. Vermilion is an exploration and production (E&P) company with extensive international operations. The company operates in seven countries: Australia, Canada, France, Ireland, Germany, the Netherlands, and the U.S. It has a broadly diversified product mix that includes light and medium oil, natural gas, and natural gas liquids. Vermilion's business risk profile reflects S&P's view of the company's broadly diversified upstream operations, but the absolute size of the proven reserves base is smaller than those of similarly rated oil and gas producers. Vermilion's high full-cycle costs and tax expenses outside North America partially offset the positive price differential achieved mainly by its exposure to Brent, resulting in profitability, measured by unit earnings before interest (unit EBI) that ranks in the midrange of the global E&P peer group. The stable outlook reflects S&P Global Ratings' expectation that Vermilion will continue to focus on organic reserves and production growth during S&P's 12-month outlook period. S&P expects the company's profitability metrics will remain in the midrange of the global E&P peer group ranking. Based on S&P's cash flow and spending estimates, S&P expects Vermilion's funds from operations (FFO)-to-debt will remain at 30%-45%, and discretionary cash flow (DCF)-to-debt at 5%-10% during the next 12 months. Assuming Vermilion's spending and dividend payments remain consistent with S&P's base-case assumptions, it could lower the rating to 'B+' if Vermilion's fully adjusted three-year, weighted-average FFO-to-debt fell below 30%, DCF-to-debt fell below 5%, and its liquidity profile deteriorated to or below adequate. Assuming the scale of the company's operations has not changed, S&P could raise the rating to 'BB' if Vermilion strengthens and sustains its three-year, weighted-average FFO-to-debt ratio above 45%, assuming the company continues to generate DCF-to-debt in the 5%-10% range. Alternatively, if Vermilion reduces its dividend payout ratio, and is able to consistently generate DCF-to-debt above 10%, while maintaining its FFO-to-debt in line with S&P's forecasts, its financial risk profile could strengthen to a level that would support a 'BB' rating. VSI LIQUIDATING: Court Confirms Plan of Liquidation --------------------------------------------------- The Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for the District of Delaware has confirmed VSI Liquidating Inc., et al.'s modified first amended plan of liquidation. A copy of the court order and the Plan is available at: http://bankrupt.com/misc/deb16-11290-775.pdf Jeff Montgomery, writing for Bankruptcy Law360, reports that the Plan was confirmed after a series of compromises among unsecured creditors, lenders and others involved the case. Under the Plan, Class 5 General Unsecured Claims are impaired. Holders will receive: (i) along with other allowed General Unsecured Claims, pro rata share of the GUC cash, and (ii) along with other allowed General Unsecured Claims and the senior secured term loan deficiency claims, pro rata share of the liquidating trust common distributable assets. Distributions or other treatment to holders of allowed General Unsecured Claims will be made as soon as practicable after the earlier of (i) the Effective Date or (ii) the date the General Unsecured Claim becomes allowed. On the Effective Date, or as soon as reasonably practicable, the Debtors will transfer and assign to a liquidating trust all of their right, title and interest in and to all of the liquidating trust assets, and all the assets will automatically vest in the liquidating trust free and clear of all claims and lients. The liquidating trustee will establish the exit cost reserve and the wind-down reserve. The Debtors will transfer to the Exit Cost Reserve all amounts (except for the amounts designated as the "Unsecured Creditors Settlement" amount on the Funds Flow Memorandum) funded to the Debtors by the purchaser at the closing of the sale to pay costs designated as "Other Exit Considerations." The sum of (a) $550,000 and (b) the work budget excess amount, if any, will be funded by the estates into, and vest in, the environmental response trust on the Effective Date. About Vertellus Specialties Vertellus Specialties Inc. was a global specialty chemicals company focused on the manufacture of ingredients used in pharmaceuticals, personal care, nutrition, agriculture, and a host of other market areas affected by trends favoring "green" technologies and chemistries. Headquartered in Indianapolis, Indiana, Vertellus Specialties Inc. and several affiliates filed separate Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-11289 to 16-11299) on May 31, 2016. Judge Christopher S. Sontchi presides over the case. Stuart M. Brown, Esq., Kaitlin M. Edelman, Esq., Richard A. Chesley, Esq., Daniel M. Simon, Esq., and David E. Avraham, Esq., at DLA Piper LLP (US) serve as the Debtors' bankruptcy counsel. Jefferies LLC is the Debtors' investment banker. Andrew Hinkelman at FTI Consulting, Inc. is the Debtors' chief restructuring officer. Kurtzman Carson Consultants is the Debtors' claims and noticing agent. The Debtors estimated their assets at between $100 million and $500 million and debts at between $500 million and $1 billion. The petitions were signed by Anne Frye, vice president, secretary and general counsel. The Official Committee of Unsecured Creditors of Vertellus Specialties Inc., et al., has tapped Hahn & Hessen LLP as lead counsel; Morris James LLP as co-counsel; and Zolfo Cooper, LLC as its financial advisor. * * * The Troubled Company Reporter reported that Vertellus Specialties Inc. completed the sale of substantially all of its U.S. and international assets to its prior term loan lenders, a group including Black Diamond Capital Management and Brightwood Capital Advisors, among others, on Oct. 31, 2016. WALTER H. BOOTH: Court Allows Cash Collateral Use Through April 28 ------------------------------------------------------------------ Judge Bruce A. Harwood of the U.S. Bankruptcy Court for the District of New Hampshire authorized Walter H. Booth Clause 4 Trust to use the cash collateral of Ocwen Loan Servicing, LLC on an interim basis through April 28, 2017. Judge Harwood acknowledged that an immediate and ongoing need exists for the Debtor to utilize cash collateral in order to continue the operation of its business, to minimize the disruption of the Debtor as a "going concern," and to reassure the Debtor's creditors of its continued viability, otherwise, the Debtor will suffer irreparable harm if not permitted to use cash collateral. The Debtor is authorized to use and expend the proceeds of cash collateral to pay the costs and expenses incurred by the Debtor in the ordinary course of business in accordance with the cash collateral Budget. The approved Budget provides total projected cash paid out in the aggregate sum of $10,368 for the month of March and $10,043 for the month of April. The Debtor is also authorized to pay out of the cash collateral any quarterly fees due and outstanding to the Office of the U.S. Trustee, which fees will be added to and will be made part of the Debtor's budget. Ocwen Loan Servicing, LLC was granted a security interest in all of the Debtor's post-petition assets of the same kinds, nature and type as the cash collateral in which it held valid and enforceable, perfected security interests prior to the Petition Date, including the proceeds thereof. The Debtor is directed to pay Ocwen Loan its monthly mortgage payment of $6,746, which payments will be the normal mortgage payments and loan payments going forward. A further hearing on the Debtor's further use of cash collateral will be held on April 26, 2017 at 2:00 p.m. Any objections to the Debtor's Motion will be due by April 19, 2017. A full-text copy of the Order, dated Feb. 23, 2017, is available at https://is.gd/pyMX8s About Walter H. Booth Clause 4 Trust Walter H. Booth Clause 4 Trust filed a chapter 11 petition (Bankr. D.N.H. Case No. 16-11598) on Nov. 16, 2016. The petition was signed by Stephen W. Booth, trustee. The Debtor estimated assets and liabilities at $1 million to $10 million at the time of the filing. The Debtor tapped Eleanor W. Dahar, Esq., at Victor W. Dahar Professional Association, as counsel. The Debtor has retained Kimberly Hennessey, a certified public accountant employed with Hennessey & Vallee, PLLC, to prepare its tax returns and provide other services related to its Chapter 11 case. WESTERN STATES: Wants to Use Cash Collateral for Ramada Hotel ------------------------------------------------------------- Western States, Inc., seeks authorization from the U.S. Bankruptcy Court for the District of Wyoming to use cash collateral with respect to with respect to its secured creditors, Avana Capital, L.L.C., Avana Fund I, L.L.C., and Itria Ventures, LLC. The Debtor owns and operates the Ramada Hotel located at 300 West F Street, Casper, WY. The Debtor relates that CRU Real Estate Group has been previously appointed as Receiver prior to the Petition Date and at the Debtor's request CRU Property Management, Inc., an affiliate of CRU Real Estate Group, the Debtor has operated the hotel postpetition as a debtor in possession. The Debtor's proposed budget provides total operating expenses of approximately $655,983 for the period from the month of March through September 2017. The Debtor contends it does not have any available sources of financing to carry on its operations without the use of Cash Collateral. As such, the Debtor requires immediate access to cash collateral in order to address the Debtor's funding needs that will provide the Debtor with the necessary capital to remain a going concern until such time as a Chapter 11 plan can be proposed, and eventually confirmed. The Debtor further contends that value of the hotel will be greatly impacted if it is shut down as a result of its inability to make payroll, pay utilizes, purchase food and pay other related expenses. Avana Capital loaned to the Debtor $3,083,000, and as security for repayment of the Note, the Debtor executed a certain Mortgage. As further security for repayment of the Note, the Debtor executed and delivered to Avana Capital that certain Assignment of Leases and Rents. Subsequently, Avana Capital assigned the Mortgage to Avana Fund. Itria Ventures also claims a secured interest in accounts of the Debtor by virtue of a Future Receivables Sale Agreement, in which the Debtor agreed to sell $372,000 in receivables to Itria Ventures in exchange for $300,000. Pursuant to such Agreement, the Debtor granted Itria Ventures a valid and perfected lien and security interest in certain personal property including, all of the Debtor's present and future accounts, assets and fixtures, general intangibles, equipment, inventory and proceeds now or hereafter owned or acquired by the Debtor. Avana and Itria Ventures are willing to allow the Debtor the limited use of cash collateral for a limited period, subject to the terms and conditions set forth in the proposed Interim Order, but the parties may be submitting revisions to the order. Avana and Itria Ventures also agree that the priority of their liens will be determined by the entry of an order on the Debtor's Cash Collateral Motion. Accordingly, the Debtor tells the Court that the interests of Avana and Itria Ventures are adequately protected because they consented to the Debtor's use of Cash Collateral under the terms of the Cash Collateral Order through the granting of replacement liens. A full-text copy of the Debtor's Motion, dated Feb. 23, 2017, is available at https://is.gd/VrWazl About Western States Western States, Inc., based in Casper, WY, filed a Chapter 11 petition (Bankr. D. Wyo. Case No. 17-20041) on Jan. 25, 2017. The petition was signed by Daljeet S Mann, general manager/shareholder. Judge Cathleen D. Parker presides over the case. Paul Hunter, Esq., serves as the Debtor's bankruptcy counsel. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. WESTMOUNTAIN GOLD: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: WestMountain Gold, Inc. 1001-A East Harmony Road, Suite 340 Fort Collins, CO 80525 Case No.: 17-11527 Chapter 11 Petition Date: March 1, 2017 Court: United States Bankruptcy Court District of Colorado (Denver) Judge: Hon. Joseph G. Rosania Jr. Debtor's Counsel: Lee M. Kutner, Esq. KUTNER BRINEN, P.C. 1660 Lincoln St., Ste. 1850 Denver, CO 80264 Tel: 303-832-2400 Email: lmk@kutnerlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Rick Bloom, authorized representative. A list of the Debtor's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/cob17-11527.pdf WESTMOUNTAIN GOLD: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: WestMountain Gold, Inc. 1001-A East Harmony Road, Suite 340 Fort Collins, CO 80525 Case No.: 17-11527 Chapter 11 Petition Date: March 1, 2017 Court: United States Bankruptcy Court District of Colorado (Denver) Judge: Hon. Joseph G. Rosania Jr. Debtor's Counsel: Lee M. Kutner, Esq. KUTNER BRINEN, P.C. 1660 Lincoln St., Suite 1850 Denver, CO 80264 Tel: 303-832-2400 E-mail: lmk@kutnerlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Rick Bloom, authorized representative. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/cob17-11527.pdf WESTPORT HOLDINGS: Resident Committee Taps Jennis Law as Counsel ---------------------------------------------------------------- The Official Committee of Resident Creditors of Westport Holdings Tampa, Limited Partnership, and Westport Holdings Tampa II, Limited Partnership, seeks authorization from the U.S. Bankruptcy Court for the Middle District of Florida to retain David S. Jennis and Jennis Law Firm as counsel for the committee, nunc pro tunc to December 29, 2016. The Resident Committee requires Jennis Law to: (a) advise the Resident Committee with respect to its rights, powers, and (b) assist the Resident Committee in its analysis of, and negotiations with, the Debtors or any third parties concerning matters related to, among other things, the sale of the assets of the Debtors and terms of any proposed chapter 11 plan of reorganization or liquidation; (c) assist the Resident Committee with the evaluation and response to any plan proposed by the Debtors, the formulation of any alternative plan, and assist the Resident Committee in collecting and filing acceptances or rejections of any plan; (d) assist and advise the Resident Committee with respect to its communications with the residents regarding significant matters in this case; (e) review, analyze, and advise the Resident Committee with respect to documents filed with the Court, and make appearances with respect thereto, as necessary; (f) assist the Resident Committee in preparing pleadings and applications as may be necessary in furtherance of the Resident Committee's interests and objectives, and make appearances with respect thereto, as necessary; and (g) perform such other legal services as may be required and as deemed to be in the best interests of the Resident Committee in accordance with the Resident Committee's powers and duties. Jennis Law's current hourly rates range from $120 for legal assistants to $450 for senior attorneys. Jennis Law will also be reimbursed for reasonable out-of-pocket expenses incurred. David S. Jennis assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Jennis Law can be reached at: David S. Jennis, Esq. Eric D. Jacobs, Esq. JENNIS LAW FIRM 400 N. Ashley Drive, Suite 2540 Tampa, FL 33602 Tel: (813) 229-2800 Fax: (813) 229-1707 E-mail: djennis@jennislaw.com ejacobs@jennislaw.com About Westport Holdings Tampa Westport Holdings Tampa, dba University Village, is a care retirement community in Tampa, Florida. It offers residents villas, apartments, an assisted living facility and a skilled nursing care center for their end of life needs. Westport Holdings Tampa, Limited Partnership and Westport Holdings Tampa II, Limited Partnership filed Chapter 11 petitions (Bankr. M.D. Fla. Case Nos. 16-8167 and 16-8168) on Sept. 22, 2016. The Debtors listed $10 million to $50 million in estimated assets and liabilities. The Debtors are represented by Scott A. Stichter, Esq., and Stephen R. Leslie, Esq., at Stichter Riedel Blain & Postler, P.A. Broad and Cassel has been tapped as as special counsel for healthcare and related litigation matters. Josh Levine CPA serves as accountant. On Oct. 11, 2016, the Acting U.S. Trustee for Region 21 appointed three creditors of Westport Holdings Tampa, Limited Partnership, to serve on the official committee of unsecured creditors. The committee members are Muriel T. Upton Trust, Darrell D. Ballard, and Thomas M. Allensworth, Jr. On Dec. 29, 2016, the Acting U.S. Trustee for Region 2 appointed seven creditors of the Debtors to serve on the committee of resident creditors. Jeffrey Warren has been appointed as examiner in the Debtors' cases. Adam Lawton Alpert, Esq. of Bush Ross, P.A., serves as legal counsel to the examiner. WET SEAL: Hires Donlin Recano as Administrative Agent ----------------------------------------------------- The Wet Seal, LLC and its debtor-affiliates seek authorization from the U.S. Bankruptcy Court for the District of Delaware to employ Donlin, Recano & Company, Inc. as administrative agent, nunc pro tunc to the February 2, 2017 petition date. The Debtors require Donlin Recano to: (a) assist with, among other things, solicitation, balloting, and tabulation and calculation of votes, as well as preparing any appropriate reports, as required in furtherance of confirmation of plans of reorganization; (b) generate an official ballot certification and testifying, if necessary, in support of the ballot tabulation results; (c) in connection with the Balloting Services, handling requests for documents from parties-in-interest, including, if applicable, brokerage firms and bank back-offices and institutional holders; (d) gather data in conjunction with the preparation, and assist with the preparation, of the Debtors' schedules of assets and liabilities and statements of financial affairs; (e) provide a confidential data room, if requested; (f) manage and coordinate any distributions pursuant to a confirmed plan of reorganization or otherwise; and (g) provide such other processing, solicitation, balloting and other administrative services described in the Services Agreement, but not included in the Section 156(c) Application, as may be requested from time to time by the Debtors or the Court. Donlin Recano will be paid at these hourly rates: Senior Bankruptcy Consultant $149 Case Manager $119 Tech/Programming Consultant $94 Consultant/Analyst $77 Clerical $45 The Debtors provided Donlin Recano a retainer in the amount of $12,500 in connection with prepetition services. Donlin Recano will also be reimbursed for reasonable out-of-pocket expenses incurred. Roland Tomforde, chief operating officer of Donlin Recano, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Donlin Recano can be reached at: Roland Tomforde DONLIN, RECANO & COMPANY, INC. 6201 15th Avenue Brooklyn, NY 11219 Tel: (212) 481-1411 About The Wet Seal The Wet Seal, LLC, and its affiliates are a national multi-channel specialty retailer selling fashion apparel and accessory items designed for female customers aged 18 to 24 years old. They are currently comprised of two primary units: the retail store business and an e-commerce business. Through their retail store business, they operate approximately 142 retail locations in 37 states, principally in lease-based mall locations. They also have historically sold gift cards, which business has been primarily operated through The Wet Seal Gift Card, LLC. The Wet Seal, LLC, also known as The Wet Seal (2015), LLC, sought Chapter 11 protection (Bankr. D. Del. Case No. 17-10229) on Feb. 2, 2017. The petitions were signed by Judd P. Tirnauer, executive vice president and chief financial officer. The cases are assigned to Judge Christopher S. Sontchi. The Debtors estimated assets in the range of $10 million to $50 million and $50 million to $100 million in debt. The Debtors tapped Robert S. Brady, Esq., Michael R. Nestor, Esq., Jaime Luton Chapman, Esq., Andrew L. Magaziner, Esq., of the Young Conaway Stargatt & Taylor, LLP, as counsel. They also tapped Berkeley Research Group, LLC, as financial advisors; Hilco IP Services, LLC dba Hilco Streambank as intellectual property disposition consultant; and Donlin, Recano & Company as claims and noticing agent. The Official Committee of Unsecured Creditors tapped Cooley LLP and Saul Ewing LLP as its attorneys. [^] BOOK REVIEW: The First Junk Bond ------------------------------------ Author: Harlan D. Platt Publisher: Beard Books Softcover: 236 pages List Price: $34.95 Review by Gail Owens Hoelscher Order your personal copy today and one for a colleague at http://www.beardbooks.com/beardbooks/the_first_junk_bond.html Only one in ten failed businesses is equal to the task of reorganizing itself and satisfying its prior debts in some fashion. This engrossing book follows the extraordinary journey of Texas International, Inc (known by its New York Stock Exchange stock symbol, TEI), through its corporate growth and decline, debt exchange offers, and corporate renaissance as Phoenix Resource Companies, Inc. As Harlan Platt puts it, TEI "flourished for a brief luminous moment but then crashed to earth and was consumed." TEI's story features attention-grabbing characters, petroleum exploration innovations, financial innovations, and lots of risk taking. The First Junk Bond was originally published in 1994 and received solidly favorable reviews. The then-managing director of High Yield Securities Research and Economics for Merrill Lynch said that the book "is a richly detailed case study. Platt integrates corporate history, industry fundamentals, financial analysis and bankruptcy law on a scale that has rarely, if ever, been attempted." A retired U.S. Bankruptcy Court judge noted, "(i)t should appeal as supplementary reading to students in both business schools and law schools. Even those who practice.in the areas of business law, accounting and investments can obtain a greater understanding and perspective of their professional expertise." "TEI's saga is noteworthy because of the company's resilience and ingenuity in coping with the changing environment of the 1980s, its execution of innovative corporate strategies that were widely imitated and its extraordinary trading history," says the author. TEI issued the first junk bond. In 1986 it achieved the largest percentage gain on the NYSE, and in 1987 suffered the largest percentage loss. It issued one of the first bonds secured by a physical commodity and then later issued one of the first PIK (payment in kind) bonds. It was one of the first vulture investors, to be targeted by vulture investors later on. Its president was involved in an insider trading scandal. It innovated strip financing. It engaged in several workouts to sell off operations and raise cash to reduce debt. It completed three exchange offers that converted debt in to equity. In 1977, TEI, primarily an oil production outfit, had had a reprieve from bankruptcy through Michael Milken's first ever junk bond. The fresh capital had allowed TEI to acquire a controlling interest of Phoenix Resources Company, a part of King Resources Company. TEI purchased creditors' claims against King that were subsequently converted into stock under the terms of King's reorganization plan. Only two years later, cash deficiencies forced Phoenix to sell off its nonenergy businesses. Vulture investors tried to buy up outstanding TEI stock. TEI sold off its own nonenergy businesses, and focused on oil and gas exploration. An enormous oil discovery in Egypt made the future look grand. The value of TEI stock soared. Somehow, however, less than two years later, TEI was in bankruptcy. What a ride! All told, the book has 63 tables and 32 figures on all aspects of TEI's rise, fall, and renaissance. Businesspeople will find especially absorbing the details of how the company's bankruptcy filing affected various stakeholders, the bankruptcy negotiation process, and the alternative post-bankruptcy financial structures that were considered. Those interested in the oil and gas industry will find the book a primer on the subject, with an appendix devoted to exploration and drilling, and another on oil and gas accounting. Harlan Platt is professor of Finance at Northeastern University. He is president of 911RISK, Inc., which specializes in developing analytical models to predict corporate distress. ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2017. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000 or Nina Novak at 202-362-8552. *** End of Transmission ***