the distressed company alert a division of new generation research, inc. VOLUME 14, NO. 21 | MAY 27, 2016 New Generation Research’s weekly newsletter that monitors and reports on companies showing signs of financial distress. PAGE 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 COMPANY 99 Cents Only Stores LLC Community Health Systems, Inc. Empire Today, LLC Jack Cooper Enterprises, Inc. Laureate Education, Inc. MSC Software Corporation NCSG Crane & Heavy Haul Services Ltd. NewLead Holdings Ltd. Novetta Solutions, LLC Spanish Broadcasting System, Inc. Techniplas, LLC Teck Resources Limited Tenet Healthcare Corporation Tidewater Inc. Total Safety U.S., Inc. (W3 Co.) 21 25 27 CATEGORY Low Rating Low Rating Low Rating Low Rating Low Rating Low Rating Low Rating Audit Concern Low Rating Low Rating Low Rating Low Rating Low Rating Audit Concern Low Rating Profile Updates Watch List Bankruptcies 99 Cents Only Stores LLC On May 24, 2016, S&P Global Ratings lowered its corporate credit rating on 99 Cents Only Stores LLC to CCC+ from B-, its term loan facility to CCC+ from B- and its $250 million senior notes to CCC- from CCC. “The downgrade reflects our expectation that 99 Cents Only’s weak operating performance trends, which have caused liquidity to weaken and credit protection measures to erode, will persist as it continues to address executional issues that have led to lower customer traffic amid increased competitive headwinds,” said credit analyst Declan Gargan. “Given our expectations for operating performance in the next year, we believe the company’s capital structure is unsustainable and we expect debt to EBITDA to remain over 13.0x and funds from operations (FFO) to debt to remain at depressed levels, less than 3.0%, in fiscal 2017.” Profile Highlights on next page… Volume 14, No. 21 | May 27, 2016 Page | 1 the distressed company alert a division of new generation research, inc. Profile Highlights, continued Community Health Systems, Inc. On May 23, 2016, Moody’s Investors Service downgraded the corporate family rating of CHS/Community Health Systems, Inc. to B2 from B1, its probability of default rating to B2-PD from B1-PD, its senior secured bank debt and senior secured bonds to Ba3 from Ba2 and its unsecured notes to Caa1 from B3. “The downgrade of Community’s Corporate Family Rating to B2 reflects our expectation that financial leverage will remain high with debt to EBITDA above 5.5 times over the near term and that deleveraging to acceptable levels will take longer than anticipated,” stated Dean Diaz, Moody’s Senior Vice President. “Further reduction in leverage will depend on the company’s ability to successfully turn around operations at underperforming hospitals and maximize recently announced asset sales,” continued Diaz. According to Moody’s, if the Company is not able to sustain debt to EBITDA below 6.0 times, the ratings could be downgraded further. Empire Today, LLC On May 20, 2016, S&P Global Ratings lowered its corporate credit rating on Empire Today, LLC to CCC from B- as well as the issue-level ratings on the Company’s debt instruments. “The rating action reflects our belief that due to the volatile nature of its business and accompanying swings in credit metrics, Empire Today’s refinancing process is taking longer than we previously expected,” said Olya Naumova. “We believe the company is engaged in ongoing discussions with its revolving facility lender and other institutions to secure a permanent capital structure refinancing or pursue other strategic alternatives. However, we remain cautious on the timing of executing this transaction ahead of the revolver’s September maturity.” Volume 14, No. 21 | May 27, 2016 Jack Cooper Enterprises, Inc. On May 26, 2016, Moody’s Investors Service downgraded the ratings of Jack Cooper Enterprises, Inc., including its corporate family rating to Caa2 from Caa1, probability of default rating to Caa2-PD from Caa1-PD, $375 million senior secured notes due 2020 to Caa1 from B3 and its $150 million senior unsecured PIK notes due 2019 to Ca from Caa3. According to Moody’s, the rating action is driven by lower than expected operating performance, despite progress in addressing the Company’s operational challenges, leading to very high leverage and a weak liquidity position. Moody’s estimates the Company will likely need to draw on its revolver to cover its upcoming interest payment of about $20 million, due to insufficient cash on hand of $5 million and negative free cash flow. Moody’s further states that the downgrade also reflects Moody’s expectation that liquidity and credit metrics will remain weak over the next year (even with planned cost efficiencies), amidst a softening demand environment for automobiles and light trucks through 2017. Laureate Education, Inc. On May 23, 2016, S&P Global Ratings lowered its corporate credit rating on Laureate Education, Inc. to B- from B, its senior secured revolving credit facility and term loan to B- from B and its senior unsecured notes to CCC from CCC+. “The downgrade reflects our view that Laureate faces sizeable refinancing risk in 2019 with debt maturities that could total approximately $3 billion if there is a maturity acceleration on its amended term loan,” said S&P Global Ratings credit analyst Thomas Hartman. According to S&P Global, they could lower the corporate credit rating on Laureate further if the Company’s liquidity weakens and it won’t be able to repay the remaining portion of its 2018 debt maturities, or if S&P believes the Company is unlikely to be able to refinance or extend its significant 2019 debt maturities. Profile Highlights continued on next page… Page | 2 the distressed company alert a division of new generation research, inc. Profile Highlights, continued MSC Software Corporation On May 26, 2016, Moody’s Investors Service downgraded MSC Software Corporation’s corporate family rating to B3 from B2, probability of default rating to B3PD from B2-PD and its second lien term loan rating to Caa2 from Caa1. According to Moody’s, the downgrade of the corporate family rating reflects declining revenue and EBITDA since the Company’s 2014 dividend recapitalization and the resulting increase in financial leverage to about 8x. Moody’s further states that the ratings could be downgraded if leverage is expected to exceed 8.5x or free cash flow to debt turns negative. The ratings could also be downgraded if maintenance revenues were to deteriorate materially due to competitive pressures or if liquidity were to weaken substantially. NCSG Crane & Heavy Haul Services Ltd. On May 20, 2016, S&P Global Ratings lowered its long-term corporate credit rating on NCSG Crane & Heavy Haul Corp. to CCC+ from B- and its second-lien secured debt rating to CCC from B-. “The dramatic deterioration of NCSG’s leverage and cash flow metrics has caused us to view the company’s capital structure as unsustainable,” said S&P Global Ratings credit analyst Michelle Dathorne. “This, in conjunction with its tightening liquidity position, is the key factors underpinning our decision to lower the rating to ‘CCC+’,” Ms. Dathorne added. According to S&P Global, the negative outlook reflects their view of the potential for continued credit profile deterioration if NCSG’s cash flow generation falls below current estimates. NewLead Holdings Ltd. In Form 20-F filed on May 25, 2016, NewLead Holdings Ltd.’s auditor, EisnerAmper LLP, raised substantial doubt about the Company’s ability to continue as a going concern. According to EisnerAmper, the Company has incurred a net loss and utilized cash in operating activities for the year ended December 31, 2015 and as of December 31, 2015, has both a working capital deficiency and shareholders’ deficit and, in addition, is in default on a significant portion of its outstanding obligations. For the year ended December 31, 2015, the Company’s loss from continuing operations was $40,633,000. As of December 31, 2015, the Company’s cash and cash equivalents were $722,000 and the Company had current liabilities of $291,035,000 including $167,617,000 of debt, lease obligations and convertible notes in default due on demand, payable within the next twelve months. Novetta Solutions, LLC On May 20, 2016, S&P Global Ratings downgraded Novetta Solutions, LLC’s first-lien senior secured debt rating to B- from B and its second-lien senior secured debt rating to CCC from CCC+. S&P Global states that it could further lower the ratings on Novetta in the next 12 months if the Company’s revenue and earnings do not improve as expected due to further delays in its new contracts and the expansion of its existing programs or if the Company loses a major contract, causing its liquidity to deteriorate. “The stable outlook on Novetta reflects our expectation that the company’s credit ratios will improve over the next 12-24 months due to modest revenue and earnings growth, although they will still be very weak with a debt-to-EBITDA metric above 9x in 2016,” said S&P Global Ratings credit Christopher Denicolo. Profile Highlights continued on next page… Volume 14, No. 21 | May 27, 2016 Page | 3 the distressed company alert a division of new generation research, inc. Profile Highlights, continued Spanish Broadcasting System, Inc. On May 20, 2016, S&P Global Ratings lowered its corporate credit rating on Spanish Broadcasting System, Inc. (SBS) to CCC from CCC+ and its 12.5% senior secured notes due 2017 to CCC from CCC+. “The downgrade reflects our view that SBS will not be able to repay its 12.5% notes due April 2017, given its inability to incur new debt due to debt incurrence limitations from its preferred stock,” said S&P Global Ratings credit analyst Jawad Hussain. According to S&P Global, the limitation occurred after the Company failed to repurchase the preferred stock in 2013 when it was required to do so. If the Company is unable to amend this restriction and refinance its 12.5% notes or generate enough spectrum sale proceeds to repay the notes, S&P believes it will face a payment default in April 2017 when the notes are due. Teck Resources Limited On May 23, 2016, Moody’s Investors Service assigned a B1 rating to Teck Resources Limited’s proposed US$1 billion aggregate principal amount of guaranteed senior unsecured notes due 2021 and 2024. At the same time, Moody’s downgraded its existing senior unsecured debt ratings to Caa1 from B3 reflecting its position in the capital structure behind the new notes and credit facilities with respect to claim on collateral at the guaranteeing subsidiaries level. Proceeds from the new notes will be used to refinance existing notes, which mature in 2017, 2018 and 2019, through Teck’s announced tender offer. According to Moody’s, Teck’s B3 CFR is driven primarily by expected high leverage and continuing material free cash flow consumption due to sizable capital expenditure requirements and exposure to weak commodity prices. Techniplas, LLC On May 23, 2016, Moody’s Investors Service downgraded the corporate family rating of Techniplas, LLC to Caa1 from B3, its probability of default rating to Caa1-PD from B3-PD and the rating of the $175 million senior secured notes issued by Techniplas, LLC and Techniplas Finance Corp. to Caa2 from Caa1. According to Moody’s, the downgrade reflects clearly weaker-than-expected performance during 2015 that left the group with a very weak financial profile. While Moody’s acknowledges that operating performance improved during Q1/2016 coupled with a more positive full year outlook, they nevertheless believe that it is unlikely for Techniplas to achieve credit metrics in line with the requirements for a B3 rating, in particular its leverage trending to below 6 times debt/EBITDA over the next few quarters. Tenet Healthcare Corporation On May 20, 2016, Moody’s Investors Service downgraded the corporate family rating of Tenet Healthcare Corporation to B2 from B1, probability of default rating to B2PD from B1-PD, senior secured notes rating to Ba3 from Ba2 and senior unsecured notes rating to Caa1 from B3. “Tenet’s financial leverage will remain very high, even as it recognizes the benefit of recent acquisitions and portfolio rationalization,” said Dean Diaz, Moody’s Senior Vice President. “Modest free cash flow and the need to maintain adequate liquidity to address litigation exposure will likely prevent any meaningful debt repayment in the near term,” continued Diaz. According to Moody’s, the downgrade of the ratings reflects Moody’s expectation that Tenet’s debt to EBITDA less distributions to minority interests will likely remain above 6.0 times over the next 12 months. Profile Highlights continued on next page… Volume 14, No. 21 | May 27, 2016 Page | 4 the distressed company alert a division of new generation research, inc. Profile Highlights, continued Tidewater Inc. In Form 10-K filed on May 26, 2016, Tidewater Inc.’s auditor, Deloitte & Touche, LLP, raised substantial doubt about the Company’s ability to continue as a going concern. According to Deloitte & Touche, the Company is in process of negotiating with lenders to cure an expected covenant violation and events of default. At March 31, 2016, the Company was in compliance with all financial covenants set forth in its debt facilities and note indentures; however, they are forecasting that, as early as the quarter ending June 30, 2016, the Company may no longer be in compliance with the 3.0x minimum interest coverage ratio requirement contained in its Revolving Credit and Term Loan Agreement, the Troms Offshore Debt and the 2013 Senior Note Agreement. Volume 14, No. 21 | May 27, 2016 Total Safety U.S., Inc. (W3 Co.) On May 23, 2016, Moody’s Investors Service downgraded the corporate family rating of W3 Co., a holding company of Total Safety U.S., Inc., to Caa3 from Caa1, the probability of default rating to Caa3-PD from Caa1-PD, the first lien revolver and term loan to Caa2 from B3 and the second lien term loan to Ca from Caa3. According to Moody’s, the downgrade reflects Moody’s expectation of further deterioration in Total Safety’s operating and financial performance driven by intense pricing pressure and weakening activity levels, notably in its upstream business. Moody’s further states that Total Safety’s weak liquidity profile reflects Moody’s expectations of minimal unrestricted cash balances and limited access to its revolver throughout 2016. On May 25, 2016, S&P Global Ratings lowered its corporate credit rating on W3 Co. to CCC from B-, its first-lien term loan and revolver to CCC from B- and second-lien term loan to CC from CCC. “The downgrade reflects our revised estimates of the company’s 2016 and 2017 revenues and EBITDA, following weaker-than-expected full year 2015 and first quarter 2016 results,” said S&P Global Ratings credit analyst Kevin Kwok. “The downturn in the commodities market since late 2014 damaged the upstream business segment of W3 Co,” he added. Page | 5 the distressed company alert a division of new generation research, inc. Category: Low Rating 99 Cents Only Stores LLC Federal Tax ID: 95-2411605 4000 Union Pacific Avenue City of Commerce, CA 90023 323 980-8145 SIC: 5331 Variety Stores Officers: Stephane Gonthier -- President, C.E.O. Bradley Lukow -- C.F.O. Company Website: www.99only.com Employees: 17,000 Auditor: Ernst & Young LLP Securities: 11% Senior Notes due 2019; $250,000,000 outstanding (CUSIP: 65440KAB2) Bank Debt: First Lien Sr. Secured Term B2 Loan due 2019, $613.8 million / First Lien Sr. Secured ABL Revolver due 2021, $160.0 million Business: 99 Cents Only Stores LLC engages in the operation of retail stores in the United States. Its stores offer consumable products and other household items and seasonal items, as well as domestic and imported fresh produce, deli, dairy and frozen and refrigerated food products. As of January 29, 2016, the Company operated 391 retail stores, including 283 stores in California, 49 stores in Texas, 38 stores in Arizona and 21 stores in Nevada. It also engages in the wholesale of merchandise to retailers, distributors and exporters. 99 Cents Cnly Stores LLC is a subsidiary of Number Holdings, Inc. Balance Sheet: ($millions) Total Current Liabilities Total Long Term Debt Total Liabilities Total Current Assets Total Assets 01/29/2016 $235.91 $887.39 $1,376.76 $241.85 $1,645.21 01/30/2015 $290.56 $901.40 $1,421.41 $385.08 $1,929.17 Income Statement: ($millions, except per share data) 01/29/2016 01/30/2015 Period 12 months ending 12 months ending Revenue $2,003.99 $1,926.95 Net Income $-241.23 $5.50 01/31/2014 12 months ending $1,834.50 $-15.00 Event: On May 24, 2016, S&P Global Ratings lowered its corporate credit rating on 99 Cents Only Stores LLC to CCC+ from B-, its term loan facility to CCC+ from B- and its $250 million senior notes to CCC- from CCC. “The downgrade reflects our expectation that 99 Cents Only’s weak operating performance trends, which have caused liquidity to weaken and credit protection measures to erode, will persist as it continues to address executional issues that have led to lower customer traffic amid increased competitive headwinds,” said credit analyst Declan Gargan. Source: S&P Profile Number: 692-5764 Volume 14, No. 21 | May 27, 2016 Page | 6 the distressed company alert a division of new generation research, inc. Category: Low Rating Community Health Systems, Inc. 4000 Meridian Boulevard Franklin, TN 37067 615 465-7000 Federal Tax ID: 13-3893191 SIC: 8062 General Medical and Surgical Hospitals Employees: 137,000 Officers: Wayne T. Smith -- C.E.O. W. Larry Cash -- President, C.F.O. Company Website: www.chs.net Auditor: Deloitte & Touche LLP Securities: Ticker: CYH Exchange: NYSE Common Stock; 112,762,293 shares outstanding as of February 10, 2016 (CUSIP: 203668108) 6 7/8% Senior Notes due 2022; $3,000,000,000 outstanding (CUSIP: 12543DAV2) 8% Senior Notes due 2019; $1,998,830,000 outstanding (CUSIP: 12543DAL4) 7 1/8% Senior Notes due 2020; $1,200,000,000 outstanding (CUSIP: 12543DAQ3) 5 1/8% Senior Secured Notes due 2021; $1,000,000,000 outstanding (CUSIP: 12543DAU4) Business: Community Health Systems, Inc., together with its subsidiaries, owns, leases and operates general acute care hospitals in the United States. It offers general acute care, emergency room, general and specialty surgery, critical care, internal medicine, obstetrics, diagnostic, psychiatric and rehabilitation services, as well as skilled nursing and home care services. As of February 15, 2016, the Company owned, leased, or operated 195 affiliated hospitals in 29 states with approximately 30,000 licensed beds. Balance Sheet: ($millions) Total Current Liabilities Total Long Term Debt Total Liabilities Total Current Assets Total Assets 12/31/2015 $3,072.00 $16,822.00 $22,185.00 $5,166.00 $26,861.00 12/31/2014 $3,589.00 $16,681.00 $22,807.00 $5,566.00 $27,421.00 Income Statement: ($millions, except per share data) 12/31/2015 12/31/2014 Period 12 months ending 12 months ending Revenue $19,437.00 $18,639.00 Net Income $259.00 $260.00 Earnings Per Share $1.38 $0.82 12/31/2013 12 months ending $12,819.00 $242.00 $1.52 Event: On May 23, 2016, Moody’s Investors Service downgraded the corporate family rating of CHS/Community Health Systems, Inc. to B2 from B1, its probability of default rating to B2-PD from B1-PD, its senior secured bank debt and senior secured bonds to Ba3 from Ba2 and its unsecured notes to Caa1 from B3. “The downgrade of Community’s Corporate Family Rating to B2 reflects our expectation that financial leverage will remain high with debt to EBITDA above 5.5 times over the near term and that deleveraging to acceptable levels will take longer than anticipated,” stated Dean Diaz, Moody’s Senior Vice President. Source: Moody’s / Profile Number: 692-6231 Volume 14, No. 21 | May 27, 2016 Page | 7 the distressed company alert a division of new generation research, inc. Category: Low Rating Empire Today, LLC 333 Northwest Avenue Northlake, IL 60164 847 583-3000 SIC: 5713 Floor Covering Stores Officers: Keith Weinberger -- C.E.O. Thomas Knapp -- C.F.O. Company Website: www.empiretoday.com Employees: 2,000 Securities: 11 3/8% Senior Secured Notes due 2017; $150,000,000 outstanding (CUSIP: 29210QAA5) Business: Empire Today, LLC distributes and sells installed home furnishings and home improvements to residential and business customers in the United States. It provides products, such as carpets, including textures, plushes, friezes, Berbers, loops, wool and indoor outdoor carpets; hardwood floorings, such as domestic hardwoods, exotic hardwoods and bamboo and cork floorings; laminate floorings that include wood and ceramic/slate laminates; ceramic tile floorings; textured wood, and tile and stone vinyl floorings; and window treatments. The Company supplies products for homes, small businesses, organizations and commercial applications. It also offers on-site consultation and installation services. Empire Today, LLC was formerly known as Empire Home Services, LLC and changed its name to Empire Today, LLC in May 2007. Financials Not Available Event: On May 20, 2016, S&P Global Ratings lowered its corporate credit rating on Empire Today, LLC to CCC from B- as well as the issue-level ratings on the Company’s debt instruments. “The rating action reflects our belief that due to the volatile nature of its business and accompanying swings in credit metrics, Empire Today’s refinancing process is taking longer than we previously expected,” said Olya Naumova. Source: S&P Profile Number: 692-5528 Volume 14, No. 21 | May 27, 2016 Page | 8 the distressed company alert a division of new generation research, inc. Category: Low Rating Jack Cooper Holdings Corp. (Jack Cooper Enterprises, Inc.) 1100 Walnut Street, Suite 2400 Kansas City, MO 64106 816 983-4000 Federal Tax ID: 26-4822446 SIC: 4213 Trucking, Except Local Employees: 3,988 Officers: T. Michael Riggs -- C.E.O. & President Michael S. Testman -- C.F.O. Jeff Herr -- C.O.O. Company Website: www.jackcooper.com Auditor: KPMG LLP Securities: 10 1/2% PIK Senior Notes due 2019; $176,760,000 outstanding (CUSIP: 46616WAA6) 9 1/4% Senior Secured Notes due 2020; $375,000,000 outstanding (CUSIP: 466355AE4) Bank Debt: First Lien Sr. Secured Revolver due 2018, $100.0 million Business: Jack Cooper Holdings Corp. provides transportation and logistics services in North America. The Company offers asset and non-asset based solutions to the new and used vehicle markets specializing in light vehicle transportation and other logistics services for original equipment manufacturers (OEMs), fleet ownership companies, remarketers, wholesalers and consignors. As of March 31, 2016, it offered asset and non-asset based transportation and logistics solutions through a fleet of 2,347 active rigs and a network of 57 strategically located terminals. Jack Cooper Enterprises, Inc. is the direct parent of Jack Cooper Holdings Corp. Balance Sheet: ($millions) Total Current Liabilities Total Long Term Debt Total Liabilities Total Current Assets Total Assets 12/31/2015 $134.40 $449.20 $598.50 $74.10 $305.10 12/31/2014 $158.00 $388.00 $574.00 $88.70 $347.00 Income Statement: ($millions, except per share data) 12/31/2015 12/31/2014 Period 12 months ending 12 months ending Revenue $728.60 $783.30 Net Income $-69.90 $-62.70 12/31/2013 12 months ending $514.70 $-52.30 Event: On May 26, 2016, Moody’s Investors Service downgraded the ratings of Jack Cooper Enterprises, Inc., including its corporate family rating to Caa2 from Caa1, probability of default rating to Caa2-PD from Caa1-PD, $375 million senior secured notes due 2020 to Caa1 from B3 and its $150 million senior unsecured PIK notes due 2019 to Ca from Caa3. According to Moody’s, the rating action is driven by lower than expected operating performance, despite progress in addressing the Company’s operational challenges, leading to very high leverage and a weak liquidity position. Source: Moody’s Profile Number: 692-5718 Volume 14, No. 21 | May 27, 2016 Page | 9 the distressed company alert a division of new generation research, inc. Category: Low Rating Laureate Education, Inc. Federal Tax ID: 52-1492296 650 South Exeter Street Baltimore, MD 21202 410 843-6100 SIC: 8299 Schools and Educational Services, not Elsewhere Classified Officers: Douglas L. Becker -- Chairman & C.E.O. Eilif Serck-Hanssen -- C.F.O. & E.V.P. Employees: 67,800 Company Website: www.laureate.net Auditor: Pricewaterhouse Coopers LLP Securities: 9 1/4% Senior Notes due 2019; $1,400,000,000 outstanding (CUSIP: 518613AD6) Bank Debt: First Lien Sr. Secured Term B Loan due 2018, $1,860.0 million / First Lien Sr. Secured Revolver due 2018, $250.0 million / First Lien Sr. Secured Term B Loan due 2021, $1,810.0 million / First Lien Sr. Secured Revolver due 2018, $100.0 million Business: Laureate Education, Inc. provides undergraduate, master’s and doctoral degree programs in North America, Latin America, Europe, the Asia Pacific, Africa and the Middle East. The Company offers programs in various fields, such as business and management, medical and health sciences, engineering, information technology, architecture, education, law, communications and hospitality management. Laureate Education, Inc. was formerly known as Sylvan Learning Systems, Inc. and changed its name to Laureate Education, Inc. in May 2004. Laureate Education, Inc. operates as a subsidiary of Wengen Alberta, LP. Balance Sheet: ($millions) Total Current Liabilities Total Long Term Debt Total Liabilities Total Current Assets Total Assets 12/31/2015 $1,548.18 $4,318.93 $7,031.94 $1,135.68 $7,439.12 12/31/2014 $1,669.32 $4,253.49 $7,257.70 $1,153.44 $8,358.12 Income Statement: ($millions, except per share data) 12/31/2015 12/31/2014 Period 12 months ending 12 months ending Revenue $4,291.66 $4,414.68 Net Income $-315.25 $-158.29 Earnings Per Share $-0.61 $-0.31 12/31/2013 12 months ending $3,916.88 $-69.68 $-0.16 Event: On May 23, 2016, S&P Global Ratings lowered its corporate credit rating on Laureate Education, Inc. to B- from B, its senior secured revolving credit facility and term loan to B- from B and its senior unsecured notes to CCC from CCC+. “The downgrade reflects our view that Laureate faces sizeable refinancing risk in 2019 with debt maturities that could total approximately $3 billion if there is a maturity acceleration on its amended term loan,” said S&P Global Ratings credit analyst Thomas Hartman. Source: S&P / Profile Number: 692-5886 Volume 14, No. 21 | May 27, 2016 Page | 10 the distressed company alert a division of new generation research, inc. Category: Low Rating MSC Software Corporation 4675 MacArthur Court, Suite 900 Newport Beach,, CA 92660 714 540-8900 Officers: Dominic J. Gallello -- C.E.O. & President Federal Tax ID: 95-2239450 SIC: 7372 Prepackaged Software Employees: 972 Company Website: www.mscsoftware.com Bank Debt: First Lien Sr. Secured Term Loan due 2020, $305.0 million / Second Lien Secured Term Loan due 2021, $120.0 million / First Lien Sr. Secured Revolver due 2019, $10.0 million Business: MSC Software Corporation designs and develops multidiscipline simulation software solutions for engineers. The Company offers Adams, a multibody dynamics simulation; Actran, an acoustic simulation software; Easy5, a controls simulation software; Marc, a nonlinear and multiphysics software; Digimat, a nonlinear multi-scale material and structure software; SimXpert, a multidiscipline simulation solution; and Simufact, a welding and forming simulation solution. It also offers Nastran, a structural and multidiscipline software; Dytran, an explicit nonlinear and fluid structure interaction software; Fatigue, a fatigue simulation software; Sinda, a thermal software; MSC One, an expanded products token system; and Smart MidSurface, a mid-surface modeling solution. MSC Software Corporation was formerly known as MSC.Software Corporation and changed its name to MSC Software Corporation in 2011. Financials Not Available Event: On May 26, 2016, Moody’s Investors Service downgraded MSC Software Corporation’s corporate family rating to B3 from B2, probability of default rating to B3-PD from B2-PD and its second lien term loan rating to Caa2 from Caa1. According to Moody’s, the downgrade of the corporate family rating reflects declining revenue and EBITDA since the Company’s 2014 dividend recapitalization and the resulting increase in financial leverage to about 8x. Source: Moody’s Profile Number: 692-6233 Volume 14, No. 21 | May 27, 2016 Page | 11 the distressed company alert a division of new generation research, inc. Category: Low Rating NCSG Crane & Heavy Haul Services Ltd. 817, 53016 Highway 60 Acheson, Alberta Canada T7X 5A7 780 960-6300 Officers: Edwards J. Redmond -- President & C.E.O. Darin R. Coutu -- C.F.O. SIC: 7353 Heavy Construction Equipment Rental and Leasing Employees: 200 Company Website: www.ncsg.com Securities: 9 1/2% Second Lien Secured Notes due 2019; $305,000,000 outstanding (CUSIP: 62888AAA2) Bank Debt: First Lien Sr. Secured ABL Revolver due 2019, $225.0 million Business: NCSG Crane & Heavy Haul Services Ltd. provides crane rental and heavy haul services in western North America. It offers specialty cranes, such as mobile folding, gantry and roof top cranes; and tractors, trailers and hydraulic platform trailers. The Company also provides equipment sale options. It offers its products for oil and gas, infrastructure, wind energy and mining projects. NCSG Crane & Heavy Haul Services Ltd. was formerly known as Northern Crane Services Inc. and changed its name to NCSG Crane & Heavy Haul Services Ltd. in September 2013. The Company is also known as NCSG Crane & Heavy Haul Services Corp. Financials Not Available Event: On May 20, 2016, S&P Global Ratings lowered its long-term corporate credit rating on NCSG Crane & Heavy Haul Corp. to CCC+ from B- and its second-lien secured debt rating to CCC from B-. “The dramatic deterioration of NCSG’s leverage and cash flow metrics has caused us to view the company’s capital structure as unsustainable,” said S&P Global Ratings credit analyst Michelle Dathorne. Source: S&P Profile Number: 692-5800 Volume 14, No. 21 | May 27, 2016 Page | 12 the distressed company alert a division of new generation research, inc. Category: Audit Concern NewLead Holdings Ltd. SIC: 4412 Deep Sea Foreign Transportation of Freight 83 Akti Miaouli & Flessa Str. Piraeus, Greece 185 38 30 213 014 8000 Employees: 39 Officers: Michail S. Zolotas -- Chairman, President & C.E.O. Eleni (Lena) Despotopoulou -- C.F.O. Company Website: www.newleadholdings.com Auditor: EisnerAmper LLP Securities: Ticker: NEWL Exchange: OTC Common Stock; 425,668,806 shares outstanding as of May 12, 2015 Business: NewLead Holdings Ltd. operates as a vertically integrated shipping company worldwide. It operates dry bulk vessels and oil tanker/asphalt carriers that transport various refined petroleum products and a range of unpackaged cargo. The Company transports refined products, such as gasoline bitumen/asphalt and jet fuel; and dry bulk goods, such as iron ore, coal and grains. As of May 24, 2016, its fleet consisted of five dry bulk vessels of a total of 0.22 million dwt; and five oil tanker/asphalt carriers of a total of 0.02 million dwt. The Company also performs commercial, technical and operational management services to oil tankers/asphalt carriers. The Company was formerly known as Aries Maritime Transport Limited and changed its name to NewLead Holdings Ltd. in December 2009. Balance Sheet: ($millions) Total Current Liabilities Total Long Term Debt Total Liabilities Total Current Assets Total Assets 12/31/2015 $291.04 $0.00 $296.98 $10.00 $121.77 12/31/2014 $247.46 $7.71 $300.44 $11.76 $190.32 Income Statement: ($millions, except per share data) 12/31/2015 12/31/2014 Period 12 months ending 12 months ending Revenue $27.81 $12.64 Net Income $-97.94 $-65.35 12/31/2013 12 months ending $7.34 $-158.22 Event: In Form 20-F filed on May 25, 2016, NewLead Holdings Ltd.’s auditor, EisnerAmper LLP, raised substantial doubt about the Company’s ability to continue as a going concern. According to EisnerAmper, the Company has incurred a net loss and utilized cash in operating activities for the year ended December 31, 2015 and as of December 31, 2015, has both a working capital deficiency and shareholders’ deficit and, in addition, is in default on a significant portion of its outstanding obligations. Source: Form 20-F Profile Number: 692-5862 Volume 14, No. 21 | May 27, 2016 Page | 13 the distressed company alert a division of new generation research, inc. Category: Low Rating Novetta Solutions, LLC 7921 Jones Branch Drive, 5th Floor McLean, VA 22102 571 282-3000 Officers: Peter B. LaMontague -- C.E.O. Scott Gessay -- President Richard P. Sawchak -- C.F.O. SIC: 7373 Computer Integrated Systems Design Employees: 430 Company Website: www.novetta.com Bank Debt: First Lien Sr. Secured Term B Loan due 2022, $200.0 million / First Lien Sr. Secured Term Loan due 2023, $85.0 million / First Lien Sr. Secured Revolver due 2020, $40.0 million Business: Novetta Solutions, LLC provides analytics software and solutions that detect threat and fraud and protect high value networks for government and commercial enterprises worldwide. It offers Cyber Analytics, an advanced network-traffic analytics solution that empowers analysts with real-time cyber security visibility and awareness; Entity Analytics, which unifies the data scattered across systems to give a single unified view of the people, organizations, locations and other entities or things and their relationships in an enterprise; and Multi-INT Analytics, a solution that is designed to knock down barriers to facilitate access, enhance understanding and improve decision making. The Company also provides cyber and discovery analytics, data analytics, identity intelligence, open source intelligence and threat research and interdiction group solutions. It serves national intelligence agencies, department of defense, department of homeland security, department of justice and department of state. Novetta Solutions, LLC was formerly known as White Oak Technologies, Inc. and changed its name to Novetta Solutions, LLC in March 2012. Financials Not Available Event: On May 20, 2016, S&P Global Ratings downgraded Novetta Solutions, LLC’s first-lien senior secured debt rating to B- from B and its second-lien senior secured debt rating to CCC from CCC+. S&P Global states that it could further lower the ratings on Novetta in the next 12 months if the Company’s revenue and earnings do not improve as expected due to further delays in its new contracts and the expansion of its existing programs or if the Company loses a major contract, causing its liquidity to deteriorate. Source: S&P Profile Number: 692-6232 Volume 14, No. 21 | May 27, 2016 Page | 14 the distressed company alert a division of new generation research, inc. Category: Low Rating Spanish Broadcasting System, Inc. 7007 NW 77th Avenue Miami, FL 33166 305 441-6901 Federal Tax ID: 13-3827791 SIC: 4832 Radio Broadcasting Stations Officers: Raul Alarcon, Jr. -- Chairman, C.E.O. & President Joseph A. Garcia -- S.E.V.P., C.F.O. & C.A.O. Employees: 440 Company Website: www.spanishbroadcasting.com Auditor: Crowe Horwath LLP Securities: Ticker: SBSA Exchange: NASDAQ Common Stock; 4,166,991 shares outstanding as of March 21, 2016 (CUSIP: 846425833) Series C Convertible Preferred Stock; 380,000 shares outstanding (CUSIP: 846425783) 12 1/2% Senior Secured Notes due 2017; $275,000,000 outstanding (CUSIP: 846425AN6) Business: Spanish Broadcasting System, Inc. operates as a Spanish-language media and entertainment company in the United States. It operates in two segments, Radio and Television. The Company produces and distributes Spanish-language content, including radio programs, television shows and music and live entertainment. It owns and operates 20 radio stations in the Los Angeles, New York, Puerto Rico, Chicago, Miami and San Francisco markets; AIRE radio networks with over 103 affiliate radio stations; and 3 television stations under the MegaTV brand, as well as has various MegaTV broadcasting outlets under affiliation or programming agreements. Balance Sheet: ($millions) Total Current Liabilities Total Long Term Debt Total Liabilities Total Current Assets Total Assets 12/31/2015 $170.99 $277.20 $550.29 $57.98 $451.74 12/31/2014 $161.13 $276.00 $526.00 $53.31 $451.81 Income Statement: ($millions, except per share data) 12/31/2015 12/31/2014 Period 12 months ending 12 months ending Revenue $146.90 $146.28 Net Income $-26.96 $-19.95 Earnings Per Share $-3.71 $-2.75 12/31/2013 12 months ending $153.77 $-88.57 $-1.34 Event: On May 20, 2016, S&P Global Ratings lowered its corporate credit rating on Spanish Broadcasting System Inc. (SBS) to CCC from CCC+ and its 12.5% senior secured notes due 2017 to CCC from CCC+. “The downgrade reflects our view that SBS will not be able to repay its 12.5% notes due April 2017, given its inability to incur new debt due to debt incurrence limitations from its preferred stock,” said S&P Global Ratings credit analyst Jawad Hussain. Source: S&P Profile Number: 692-3968 Volume 14, No. 21 | May 27, 2016 Page | 15 the distressed company alert a division of new generation research, inc. Category: Low Rating Techniplas, LLC N44 W33341 Watertown Plank Road Nashotah, WI 53028 866 208-8201 Officers: Kimberly Korth -- C.E.O. & President Steven Braun -- C.F.O. SIC: 2671 Packaging Paper and Plastics Film, Coated and Laminated Employees: 300 Company Website: www.techniplasgroup.com Securities: 10% Senior Secured Notes due 2020; $175,000,000 outstanding (CUSIP: 87854WAA1) Business: Techniplas, along with its subsidiaries, engages in designing, engineering and manufacturing plastic products primarily for automotive, industrial, medium and heavy truck, electrical and mechanical industries. The Company offers custom thermoplastics, thermoset molding and metal insert parts; and technical plastics components and modules. It serves customers in the United States and internationally. Financials Not Available Event: On May 23, 2016, Moody’s Investors Service downgraded the corporate family rating of Techniplas, LLC to Caa1 from B3, its probability of default rating to Caa1-PD from B3-PD and the rating of the $175 million senior secured notes issued by Techniplas, LLC and Techniplas Finance Corp. to Caa2 from Caa1. According to Moody’s, the downgrade reflects clearly weaker-than-expected performance during 2015 that left the group with a very weak financial profile. While Moody’s acknowledges that operating performance improved during Q1/2016 coupled with a more positive full year outlook, they nevertheless believe that it is unlikely for Techniplas to achieve credit metrics in line with the requirements for a B3 rating, in particular its leverage trending to below 6 times debt/EBITDA over the next few quarters. Source: Moody’s Profile Number: 692-6229 Volume 14, No. 21 | May 27, 2016 Page | 16 the distressed company alert a division of new generation research, inc. Category: Low Rating Teck Resources Limited SIC: 1081 Metal Mining Services Suite 3300 - 550 Burrard Street Vancouver, British Columbia Canada V6C 0B3 604 699-4000 Employees: 10,000 Company Website: www.teck.com Officers: Donald R. Lindsay -- President & C.E.O. Ian C. Kilgour -- E.V.P. & C.O.O. Ronald A. Milos -- S.V.P. of Finance & C.F.O. Auditor: PricewaterhouseCoopers LLP Securities: Ticker: TCK Exchange: NYSE Common Stock; 9,353,470 shares outstanding as of December 31, 2015 (CUSIP: 878742204) Business: Teck Resources Limited explores, develops and produces natural resources in the Americas, the Asia Pacific and Europe. The Company’s principal products comprise steelmaking coal; copper concentrates and refined copper cathodes; refined zinc and zinc concentrates; and lead concentrates. It also produces molybdenum, gold, silver, germanium, indium and cadmium, as well as chemicals and fertilizers. The Company was formerly known as Teck Cominco Limited and changed its name to Teck Resources Limited in April 2009. Balance Sheet: (C$millions) Total Current Liabilities Total Long Term Debt Total Liabilities Total Current Assets Total Assets 12/31/2015 C$1,726.00 C$9,606.00 C$18,051.00 C$4,805.00 C$34,688.00 12/31/2014 C$2,409.00 C$8,013.00 C$18,003.00 C$4,917.00 C$36,839.00 Income Statement: (C$millions, except per share data) 12/31/2015 12/31/2014 Period 12 months ending 12 months ending Revenue C$8,259.00 C$8,599.00 Net Income C$-2,484.00 C$382.00 Earnings Per Share C$-4.29 C$0.63 Event: On May 23, 2016, Moody’s Investors Service assigned a B1 rating to Teck Resources Limited’s proposed US$1 billion aggregate principal amount of guaranteed senior unsecured notes due 2021 and 2024. At the same, Moody’s downgraded its existing senior unsecured debt ratings to Caa1 from B3, reflectig its position in the capital structure behind the new notes and credit facilities with respect to claim on collateral at the guaranteeing subsidiaries level. Proceeds from the new notes will be used to refinance existing notes, which mature in 2017, 2018 and 2019, through Teck’s announced tender offer. Source: Moody’s Profile Number: 692-6230 Volume 14, No. 21 | May 27, 2016 Page | 17 the distressed company alert a division of new generation research, inc. Category: Low Rating Tenet Healthcare Corporation 1445 Ross Avenue, Suite 1400 Dallas, TX 75202 469 893-2200 Federal Tax ID: 95-2557091 SIC: 8062 General Medical and Surgical Hospitals Employees: 134,630 Officers: Trevor Fetter -- C.E.O. & Chairman Daniel J. Cancelmi -- C.F.O. Company Website: www.tenethealth.com Auditor: Deloitte & Touche LLP Securities: Ticker: THC Exchange: NYSE Common Stock; 98,529,352 shares outstanding as of January 29, 2016 8 1/8% Senior Notes due 2022; $2,799,350,000 outstanding (CUSIP: 88033GCE8) 6 3/4% Senior Notes due 2023; $1,898,300,000 outstanding (CUSIP: 88033GCN8) 6% Senior Secured Notes due 2020; $1,800,000,000 outstanding (CUSIP: 87243QAB2) Bank Debt: First Lien Sr. Secured ABL Revolver due 2020, $1,000.0 million / First Lien Sr. Secured Letter of Credit due 2017, $180.0 million Business: Tenet Healthcare Corp., through its subsidiaries, owns or operates general hospitals and related health care facilities serving communities in the United States. The Company operates rehabilitation hospitals, specialty hospitals, long-term care facilities, psychiatric facilities and medical office buildings near its general hospitals, as well as ancillary health care businesses. Balance Sheet: ($millions) Total Current Liabilities Total Long Term Debt Total Liabilities Total Current Assets Total Assets 12/31/2015 $4,308.00 $14,383.00 $20,458.00 $5,171.00 $23,682.00 12/31/2014 $3,577.00 $11,505.00 $16,765.00 $3,970.00 $17,951.00 Income Statement: ($millions, except per share data) 12/31/2015 12/31/2014 Period 12 months ending 12 months ending Revenue $18,634.00 $16,603.00 Net Income $78.00 $76.00 Earnings Per Share $-1.41 $0.12 12/31/2013 12 months ending $11,087.00 $-104.00 $-1.32 Event: On May 20, 2016, Moody’s Investors Service downgraded the corporate family rating of Tenet Healthcare Corporation to B2 from B1, probability of default rating to B2-PD from B1-PD, senior secured notes rating to Ba3 from Ba2 and senior unsecured notes rating to Caa1 from B3. “Tenet’s financial leverage will remain very high, even as it recognizes the benefit of recent acquisitions and portfolio rationalization,” said Dean Diaz, Moody’s Senior Vice President. Source: Moody’s Profile Number: 692-4041 Volume 14, No. 21 | May 27, 2016 Page | 18 the distressed company alert a division of new generation research, inc. Category: Audit Concern Tidewater Inc. 601 Poydras Street, Suite 1500 New Orleans, LA 70130 504 568-1010 Federal Tax ID: 72-0487776 Officers: Jeffrey M. Plall -- President, C.E.O. Quinn P. Fanning -- C.F.O. Jeffrey A. Gorski -- C.O.O. & E.V.P. Employees: 6,550 SIC: 4400 Water Transportation Company Website: www.tdw.com Auditor: Deloitte & Touche LLP Securities: Ticker: TDW Exchange: NYSE Common Stock; 47,067,715 shares outstanding as of May 13, 2016 (CUSIP: 886423102) Bank Debt: First Lien Sr. Secured Term A Loan due 2019, $300.0 million / First Lien Sr. Secured Revolver due 2019, $600.0 million Business: Tidewater Inc. provides offshore service vessels and marine support services through the operation of a fleet of marine service vessels to the offshore energy industry worldwide. It provides services in support of offshore exploration, field development and production, including towing of and anchor handling for mobile offshore drilling units; transporting supplies and personnel necessary to sustain drilling, workover and production activities; offshore construction, remotely operated vehicle (ROV) operations, and seismic and subsea support; and various specialized services, such as pipe and cable laying. Balance Sheet: ($millions) Total Current Liabilities Total Long Term Debt Total Liabilities Total Current Assets Total Assets 03/31/2016 $2,459.13 $0.00 $2,685.00 $1,323.31 $4,990.55 03/31/2015 $482.23 $1,524.30 $2,275.40 $868.82 $4,756.16 Income Statement: ($millions, except per share data) 03/31/2016 03/31/2015 Period 12 months ending 12 months ending Revenue $979.06 $1,495.52 Net Income $-160.38 $-65.35 Earnings Per Share $-3.41 $-1.34 03/31/2014 12 months ending $1,435.10 $140.26 $2.84 Event: In Form 10-K filed on May 26, 2016, Tidewater Inc.’s auditor, Deloitte & Touche, LLP, raised substantial doubt about the Company’s ability to continue as a going concern. According to Deloitte & Touche, the Company is in process of negotiating with lenders to cure an expected covenant violation and events of default. Source: Form 10-K Profile Number: 692-6228 Volume 14, No. 21 | May 27, 2016 Page | 19 the distressed company alert a division of new generation research, inc. Category: Low Rating Total Safety U.S., Inc. (W3 Co.) 11111 Wilcrest Green Drive, Suite 300 Houston, TX 77042 713 353-7100 Officers: Troy W. Thacker -- C.E.O. & President Clinton W. Roeder -- C.F.O. Paul Tyree -- C.O.O. SIC: 5084 Industrial Machinery and Equipment Employees: 1,560 Company Website: www.totalsafety.com Bank Debt: First Lien Sr. Secured Term B Loan due 2020, $290.0 million / Second Lien Sr. Secured Term Loan due 2020, $115.0 million / First Lien Sr. Secured Revolver due 2018, $60.0 million; Business: Total Safety U.S., Inc. provides industrial safety services, strategies, and equipment for hazardous environments. The Company offers communications solutions in the areas of maintenance, shutdowns, turnarounds, training, critical confined space scenarios and rescue and emergency situations; industrial, land-based and offshore respiratory protection and breathing air services; inplant service centers; flare services for oil, natural gas, petro-chemical and pipeline industries; and emergency response services. It also provides standard and customized industrial safety training and instruction for a range of workplace requirements; medical management services; gas detection and monitoring services for upstream, mid-stream, downstream, and mining industries; and fall arrest and protection services. W3 Co. is the holding company of Total Safety U.S., Inc. Financials Not Available Event: On May 23, 2016, Moody’s Investors Service downgraded the corporate family rating of W3 Co., a holding company of Total Safety U.S., Inc., to Caa3 from Caa1, the probability of default rating to Caa3-PD from Caa1-PD, the first lien revolver and term loan to Caa2 from B3 and the second lien term loan to Ca from Caa3. According to Moody’s, the downgrade reflects Moody’s expectation of further deterioration in Total Safety’s operating and financial performance driven by intense pricing pressure and weakening activity levels, notably in its upstream business. Source: Moody’s Profile Number: 692-5713 Volume 14, No. 21 | May 27, 2016 Page | 20 the distressed company alert a division of new generation research, inc. Distressed Company Alert Profile Updates Atlas Energy Holdings Operating (Atlas Resource Partners) – Moody’s Downgrades On May 20, 2016, Moody’s Investors Service downgraded Atlas Energy Holdings Operating Company, LLC’s corporate family rating to Ca from Caa1, its probability of default rating to Ca-PD from Caa1-PD and its senior unsecured notes rating to C from Caa3. “The downgrade reflects our expectation that Atlas is likely to pursue a significant restructuring in the very near term, given its thin liquidity, high interest burden, declining production rates and unsustainable capital structure,” commented John Thieroff, Moody’s Vice President. “Atlas’s ongoing borrowing base redetermination and our expectation that the company is likely to be materially overdrawn along with the need for additional covenant relief further support our view that a near term restructuring is likely.” Previous DCA Event: Low Rating 5/17/2016 (S&P Lowers Ratings) Camposol S.A. (Camposol Holding Ltd) – S&P Lowers Ratings (Distressed Debt Exchange) On May 25, 2016, S&P Global Ratings lowered its corporate credit rating on Camposol S.A. to SD from CC and its $200 million senior unsecured notes to D from CC. According to S&P Global, the downgrade follows Camposol’s announcement that it will exchange $147.5 million of its $200 million outstanding senior unsecured notes for new 10.5% senior secured notes due 2021. Despite the enhanced terms and conditions of the new notes--which include a first priority lien and security interest over certain real estate assets of the Company, a bondholder participation fee of 1%, and a higher interest rate--S&P views such a transaction as a distressed exchange because the new securities’ maturity extends beyond the original notes’ and the Company conducted the offer upon an unfavorable liquidity position. Previous DCA Event: Profile Update 4/15/2016 (S&P Lowers Ratings) Comstock Resources, Inc. – S&P Lowers Ratings On May 20, 2016, S&P Global Ratings lowered its issue-level rating on Comstock Resources, Inc.’s 9.5% senior unsecured notes due 2020 to D from CCC. The issue-level rating on the Company’s 7.75% senior unsecured notes due 2019 remains D, the issue-level rating on its senior secured debt remains B and its corporate credit rating remains at SD. According to S&P Global, the downgrade of the 9.5% senior unsecured notes due 2020 follows Comstock’s announcement in its most recent SEC form 10-Q dated May 4, 2016, that it retired $16.7 million of the 9.5% senior unsecured notes due 2020 along with an additional $64.3 million of the 7.75% senior unsecured notes due 2019 in April and May for total common equity and cash considerations totaling $9.2 million. S&P views the transaction as a distressed exchange because at the close of the transaction investors received less than what was promised on the original securities. Previous DCA Event: Distressed Debt Exchange 2/4/2016 GenOn Energy, Inc. – S&P Lowers Ratings On May 24, 2016, S&P Global Ratings lowered its corporate credit rating on GenOn Energy Inc. and its affiliates GenOn Energy Holdings, Inc., GenOn Americas LLC and GenOn REMA LLC to CCC from CCC+. At the same time, S&P Global lowered the issue-level ratings on GenOn Energy, Inc.’s, $1.95 billion senior unsecured notes to CCC+ from B-. According to S&P Global, GenOn’s credit profile has weakened following a progressively weaker forward power curve due to depressed natural gas prices, and lower gross margins due to stagnating demand and milder weather patterns, resulting in an accelerated weakening of financial measures. Previous DCA Event: Low Rating 3/25/2016 (Moody’s Downgrades) Profile Updates continued on next page… Volume 14, No. 21 | May 27, 2016 Page | 21 the distressed company alert a division of new generation research, inc. Distressed Company Alert Profile Updates, continued Halcon Resource Corporation – S&P Lowers Ratings On May 23, 2016, S&P Global Ratings lowered its corporate credit ratings on Halcon Resource Corporation to D from SD and the senior secured issue-level rating on its third-lien notes was lowered to D from CCC. According to S&P Global, the ‘D’ corporate credit rating reflects Halcon’s announcement that it has reached an agreement in principal with a majority of the affected debt holders to enter into a prepackaged Chapter 11 bankruptcy filing. Previous DCA Event: Profile Update 5/20/2016 (Prepackaged Chapter 11 Expected) Hercules Offshore, Inc. –RSA, Prepackaged Chapter 11 Expected On May 27, 2016, Hercules Offshore, Inc. announced, following a review of its strategic alternatives that the Company has entered into a Restructuring Support Agreement with lenders holding approximately 99 percent of the indebtedness under its first lien credit agreement. Under the terms of the RSA, Hercules and certain of its U.S. subsidiaries will solicit acceptances and rejections of its pre-packaged Chapter 11 plan from first lien lenders and shareholders, file voluntary Chapter 11 petitions to compromise the Company’s obligations to its first lien lenders and provide a recovery to its shareholders. The Company has engaged Akin Gump Strauss Hauer & Feld LLP as its legal counsel, PJT Partners as its financial advisor and FTI Consulting as its restructuring advisor. Previous DCA Event: Low Rating 4/25/2016 (S&P Lowers Ratings) Light Tower Rentals, Inc. (LTR Holdco, Inc.) – S&P Lowers Ratings On May 20, 2016, S&P Global Ratings lowered its corporate credit rating on LTR Holdco, Inc. to CCC+ from B- and its senior notes to CCC+ from B-. “The downgrade on LTR reflects our revised estimates of the company’s increased leverage, which we now view as unsustainable,” said S&P Global Ratings credit analyst Stephen Scovotti. Previous DCA Event: Low Rating 3/25/2016 (Moody’s Downgrades) Permian Resources LLC – S&P Updates Ratings On May 25, 2016, S&P Global Ratings raised its corporate credit rating on Permian Resources LLC and parent company Permian Resources Holdings LLC to CCC from SD. At the same time, S&P Global lowered the issue-level rating on the Company’s first-lien debt to B- from B and second-lien and unsecured notes to CC from CCC-. “The upgrade follows a reassessment of Permian Resources’ capital structure following the repurchase of about 40% of the original $515 million par value of its exchangeable junior subordinated notes due 2022 for about 10 cents on the dollar,” said S&P Global Ratings credit analyst Carin Dehne-Kiley. “Despite the debt reduction, we continue to view Permian Resources’ leverage as unsustainable, and believe the company could face a liquidity shortfall next year, absent additional asset sales or an equity infusion,” she added. Previous DCA Event: Distressed Debt Exchange 5/13/2016 Perpetual Energy Inc. – Moody’s Downgrades On May 26, 2016, Moody’s Investors Service downgraded Perpetual Energy Inc.’s corporate family rating to Caa2 from Caa1, probability of default rating to Caa2-PD/LD from Caa1-PD and its senior unsecured notes rating to Caa3 from Caa2. “The downgrade reflects the drastic reduction in capital spending to virtually nil leading to continuing production declines, which, with weak AECO natural gas pricing, will hamper cash flow generation,” said Paresh Chari, Moody’s AVP-Analyst. Previous DCA Event: Profile Update 5/6/2016 (S&P Lowers Ratings) Profile Updates continued on next page… Volume 14, No. 21 | May 27, 2016 Page | 22 the distressed company alert a division of new generation research, inc. Distressed Company Alert Profile Updates, continued SAExploration Holdings, Inc. – S&P Lowers Ratings On May 20, 2016, S&P Global Ratings lowered its corporate credit rating on SAExploration Holdings, Inc. to CCC- from B- and its senior secured notes rating to CCC- from B-. “The downgrade reflects our expectations that SAExploration faces very challenging market conditions in 2016 as a result of the effects of persistently low oil and natural gas prices,” said S&P Global Ratings credit analyst Aaron McLean. “In addition, the delayed payment of a large receivable contributes to a serious cash flow shortage leading to our assessment of weak liquidity,” he added. Previous DCA Event: Low Rating 3/17/2016 (Moody’s Downgrades) Sungard Availability Services Capital, Inc. – Moody’s Downgrades On May 24, 2016, Moody’s Investors Service downgraded Sungard Availability Services Capital, Inc.’s corporate family and probability of default ratings to B3 and B3-PD from B2 and B2PD, respectively. In addition, Moody’s downgraded the ratings on the Company’s $250 million senior secured revolving credit facility due 2018 and $1.025 billion senior secured term loan due 2019 to B1 from Ba3 and $425 million senior unsecured notes due 2022 to Caa2 from Caa1. According to Moody’s, the downgrade reflects Moody’s expectation that Availability Services’ profits will continue to decline through 2016 by over 10%, with stabilization occurring in 2017. Previous DCA Event: Low Rating 3/7/2016 (S&P Lowers Ratings) York Risk Services Group, Inc. – Moody’s Downgrades On May 20, 2016, Moody’s Investors Service downgraded the corporate family rating of York Risk Services Holding Corp. to Caa1 from B3 based on the Company’s decline in earnings and weakening credit metrics since the time of its leveraged buyout in late 2014. Moody’s also downgraded York’s probability of default rating to Caa1-PD from B3-PD, its senior secured credit facility ratings to B3 from B1 and its senior unsecured notes rating to Caa3 from Caa2. According to Moody’s, the rating action reflects York’s weak profitability, substantial debt burden and limited interest coverage. Previous DCA Event: Low Rating 5/5/2016 (S&P Lowers Ratings) The following companies had their ratings affirmed: Aurora Diagnostics Holdings, LLC – S&P Global Ratings Corporate credit rating affirmed at CCC+ Senior unsecured notes rating affirmed at CCCBeazer Homes USA, Inc. – Fitch Ratings Long-Term IDR affirmed at BSecond lien secured notes affirmed at BBSecond lien secured term loan affirmed at BBSenior unsecured notes affirmed at CCC+ Junior subordinated debt affirmed at CCC Tops Holding II Corporation – Moody’s Investors Service Corporate family rating affirmed at B3 Probability of default rating affirmed at B3-PD Senior unsecured notes due 2018 affirmed at Caa2 Profile Updates continued on next page… Volume 14, No. 21 | May 27, 2016 Page | 23 the distressed company alert a division of new generation research, inc. Distressed Company Alert Profile Updates, continued The following companies had their ratings upgraded: Aurora Diagnostics Holdings, LLC – S&P Global Ratings Term loan B and Delayed draw term loans raised to B- from CCC+ Denbury Resources Inc. – S&P Global Ratings Corporate credit rating raised to CCC+ from SD Senior secured revolving credit facility raised to B from CCC Subordinated debt rating raised to CCC+ from D TransDigm Group Incorporated – Moody’s Investors Service Corporate family rating upgraded to B1 from B2 Probability of default rating upgraded to B1-PD from B2-PD Senior subordinated notes due 2020, 2021, 2022, 2024 and 2025 upgraded to B3 from Caa1 Volume 14, No. 21 | May 27, 2016 Page | 24 the distressed company alert a division of new generation research, inc. Distressed Company Alert Watch List The following companies had their ratings downgraded, but not quite low enough: Cactus Wellhead, LLC* – S&P Global Ratings Corporate credit rating lowered to B- from B First-lien term loan rating lowered to B- from B Conn’s, Inc.* – Moody’s Investors Service Corporate family rating downgraded to B1 from Ba3 Probability of default rating downgraded to B1-PD from Ba3-PD Senior Unsecured Regular Bond/Debenture downgraded to B3 from B2 Granite Acquisition, Inc. (Short Hills, NJ) – Moody’s Investors Service Corporate family rating downgraded to Ba3 from Ba2 Probability of default rating downgraded to Ba3-PD from Ba2-PD 2nd Lien Senior Secured Bank Credit Facility downgraded to B2 from B1 1st Lien Senior Secured Bank Credit Facility downgraded to Ba3 from Ba2 Hi-Crush Partners LP* – S&P Global Ratings Corporate credit rating lowered to B- from B+ Senior secured debt rating lowered to B+ from BBHunt Oil Company, Inc. (Dallas, TX) – S&P Global Ratings Corporate credit rating lowered to BB- from BB+ Kronos Worldwide, Inc.* – Moody’s Investors Service Corporate family rating downgraded to B1 from Ba3 Probability of default rating downgraded to B1-PD from Ba3-PD Senior Secured Bank Credit Facility downgraded to B2 from B1 Newpark Resources, Inc. (The Woodlands, TX) – S&P Global Ratings Corporate credit rating lowered to B- from B+ Senior unsecured convertible notes rating lowered to B from B+ Onsite Rental Group Pty Limited (Australia) – S&P Global Ratings Corporate credit rating lowered to B- from B US$320 million, first-lien senior secured term loan B lowered to B- from B Paradigm Acquisition Corporation (Northbrook, IL) – Moody’s Investors Service Corporate family rating downgraded to B3 from B2 Probability of default rating downgraded to B3-PD from B2-PD $25 million senior secured first lien revolving credit facility downgraded to B2 from B1 $222 million senior secured first lien term loan downgraded o B2 from B1 Safeway Inc. (Pleasanton, CA) – Moody’s Investors Service Notes due 2016, 2017, 2019, 2020, 2021, 2027 and 2031 downgraded to B3 from B2 Safeway Inc. (Pleasanton, CA) – S&P Global Ratings Notes due 2016, 2017, 2019, 2020, 2021, 2027 and 2031 lowered to B- from B+ Yum! Brands, Inc. (Louisville, KY) – Moody’s Investors Service Senior Unsecured Regular Bond/Debenture downgraded to B2 from B1 Volume 14, No. 21 | May 27, 2016 Page | 25 the distressed company alert a division of new generation research, inc. Distressed Company Alert Watch List, continued The following (proposed) bonds were assigned below a “B” rating: MPH Acquisition Holdings LLC (New York, NY) – Moody’s Investors Service $1.3 billion senior unsecured notes assigned a Caa1 rating TransDigm Inc.* – S&P Global Ratings $950 billion senior subordinated notes assigned a CCC+ rating Trilogy International Partners LLC* – Moody’s Investors Service Senior Secured Regular Bond/Debenture assigned a Caa1 rating ** Please note that we will not have profiles on the above companies until, or unless, they qualify for our criteria, which is defined on the last page of this issue. * Previously profiled in the DCA Note: On April 28, 2016, the name Standard & Poor’s Ratings Services was changed to S&P Global Ratings. Volume 14, No. 21 | May 27, 2016 Page | 26 the distressed company alert a division of new generation research, inc. Bankruptcies The data provided below offers a snapshot of Chapter 7 & Chapter 11 filings that have occurred since the prior reporting period for which the petitioning company has sales of at least $1 million. Additional information on companies that have filed for bankruptcy can be found at BankruptcyData.com. QRS Recycling of Georgia LLC, Atlanta, GA | Bankruptcy Date: 5/20/2016 Intervention Energy Holdings, LLC, Denver, CO | Bankruptcy Date: 5/20/2016 Old Tampa Bay Seafood Company LLC, Saint Petersburg, FL | Bankruptcy Date: 5/26/2016 Swords Group LLC, Mt. Juliet, TN | Bankruptcy Date: 5/26/2016 Geopetro Resources Company, San Francisco, CA | Bankruptcy Date: 5/23/2016 Washington First Financial Group Inc, Bellevue, WA | Bankruptcy Date: 5/26/2016 Majestic Air Inc, Chatsworth, CA | Bankruptcy Date: 5/23/2016 D and E General Partnership, Knoxville, TN | Bankruptcy Date: 5/24/2016 Mahi LLC, Denham Springs, LA | Bankruptcy Date: 5/24/2016 Iron Bridge Tools Inc, Deerfield Beach, FL | Bankruptcy Date: 5/25/2016 Eastminster School Inc, Conyers, GA | Bankruptcy Date: 5/24/2016 New Phoenix Metals Ltd, Greenville, TX | Bankruptcy Date: 5/26/2016 Apollo Press Inc, Newport News, VA | Bankruptcy 8110 Aero Drive Holdings LLC, San Diego, CA Date: 5/26/2016 | Bankruptcy Date: 5/25/2016 Bryson Burns Construction Inc, Scotts Valley, CA | Bankruptcy Date: 5/23/2016 Foodservicewarehousecom LLC, Englewood, CO | Bankruptcy Date: 5/20/2016 J Bonini Inc DBA Roberts Beverage, Ebensburg, PA | Bankruptcy Date: 5/24/2016 Network Salon Services LLC, Chicago, IL | Bankruptcy Date: 5/20/2016 Perseon Corporation, Salt Lake City, UT | Bankruptcy Date: 5/23/2016 Continental Maritime of San Francisco Inc, San Francisco, CA | Bankruptcy Date: 5/23/2016 Triple C Flatbed Holdings LLC, Atlanta, GA | Bankruptcy Date: 5/24/2016 Summit Energy Services Inc, Houston, TX | Bankruptcy Date: 5/23/2016 Bremen Composites LLC, Bremen, IN | Bankruptcy Date: 5/23/2016 Bankruptcy information is provided by BankruptcyData.com’s Business Bankruptcy Filing Data Service. For information on how you can receive a daily file of business bankruptcies e-mail [email protected]. Volume 14, No. 21 | May 27, 2016 Page | 27 the distressed company alert a division of new generation research, inc. Alert Categories The goal of the Distressed Company Alert newsletter is to alert subscribers of significant recent events reported by U.S. Public Companies indicating possible distress. The Categories Triggering an Alert: Default: A missed interest or principal payment on a debt obligation or the election of a company to not make a payment during or after the grace period. Covenant Violation: A violation of a covenant in an agreement or indenture governing a debt obligation. Audit Concern: A qualification as to the Company’s ability to continue as a going concern is reported by its independent accountants in an annual report. Low Rating: A major ratings agency has downgraded a Company’s publicly traded debt or any other rating to below a “B” rating, indicating vulnerability to default. Debt at Significant Discount: The Company’s public debt trades with a current yield or yield-to-maturity in excess of ten points over longterm Treasury bond rate. Distressed Debt Exchange: A debt exchange where the principal amount or interest rate is significantly reduced because the issuer is having difficulty meeting the original terms. Preferred Dividend Omission: The Company omits a dividend on its preferred stock. Miscellaneous The editors determine a recent event that represents distress or challenges the future prospects of the Company. DISCLAIMER: Company Profiles in the Distressed Company Alert are selected by the editors because, in their opinion, the occurrence of such an event or the existence of such a circumstance is a likely indicator of current or prospective financial or operating difficulty. The inclusion of a profile suggests the possibility of financial distress or the possibility that the Company may be of interest to workout professionals for some other reason. Inclusions do not represent analysis of the condition of the Company or a definitive determination that the Company is in difficulty. ACCURACY & COVERAGE: The information presented has been obtained from sources believed to be reliable, but accuracy cannot be guaranteed. Do not rely on the Distressed Company Alert without independent verification. Distressed Company Alert is published weekly by New Generation Research, Inc., 1212 Hancock St., Suite LL-15, Quincy, MA 02169 Publisher: George Putnam, III; Editor: Kerry Mastroianni Subscription Rate: $270.00 for six months or $500.00 per year. For more information, visit www.distressedcompanyalert.com. Other Publications from New Generation Research, Inc. include Bankruptcy Week--a weekly companion newsletter for BankruptcyData.com; The Bankruptcy Yearbook and Almanac--an annual compendium of bankruptcy information; The Turnaround Letter—a monthly investment newsletter. For more information on these publications, e-mail us at [email protected] or call us at (800) 468-3810. Volume 14, No. 21 | May 27, 2016 Page | 28
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