/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/140313.mbx T R O U B L E D C O M P A N Y R E P O R T E R Thursday, March 13, 2014, Vol. 18, No. 71 Headlines ADT CORP: Moody's Rates $500MM Sr. Unsecured Notes 'Ba2' AGFEED INDUSTRIES: Seeks Further Extension of Exclusive Periods ALLIED STONE: Case Summary & 13 Largest Unsecured Creditors AMERIGAS PARTNERS: Fitch Affirms 'BB' IDR & 'BB' Sr. Debt Rating AMERICAN TIRE: Moody's Rates $300MM Senior Secured Term Debt 'B2' AMERICAN TIRE: S&P Affirms 'B' CCR & Rates $300MM Sr. Loan 'CCC+' ANDALAY SOLAR: Has Deal to Sell $200,000 Convertible Note ATKORE INT'L: Moody's Affirms B3 CFR & Rates $250MM Debt Caa2 BAY AREA FIN'L: Court Okays Protocol for Settling Certain Loans BAY AREA FIN'L: Has Deal With Committee on Production of Docs BAY AREA FIN'L: Shulman Hodges Approved as Committee Counsel BAY AREA FIN'L: Keller Williams Willing to Cut Commission BEST UNION: Final Decree Order Issued BOX SHIPS: In Compliance with Covenants as of Dec. 31, 2013 BROWN LUMBER: Atlas Partners Affiliate Invests in Secured Debt BROWNSVILLE MD: Asks for Plan Exclusivity Until April 3 BROWNSVILLE MD: Can Use Cash Collateral Until April 1 CAMCO FINANCIAL: Common Stock Delisted From NYSE CELL THERAPEUTICS: Had $44.8MM Est. Financial Standing at Jan. 31 CERTIFIED HR: Rejection of Claim Against Insurer Affirmed CONSTAR INTERNATIONAL: Panel Hires Brown Rudnick as Co-Counsel COOPER-BOOTH: Files Joint Disclosure Statement in Support of Plan CPI INTERNATIONAL: Moody's Affirms B2 CFR & Rates $30MM Debt Ba3 CHIQUITA BRANDS: Moody's Changes Ratings Outlook to Developing DOWLING COLLEGE: Moody's Cuts Bond Rating to Ca; Outlook Negative DUBAYA LLC: Case Summary & 7 Unsecured Creditors EDISON MISSION: Bankruptcy Court Approves Plan of Reorganization ENLINK MIDSTREAM: S&P Raises Debt Rating From 'B+' ENTEGRIS INC: Moody's Assigns 'B1' CFR & Rates $460MM Debt 'Ba3' FLORIDA GAMING: Hires Berger Harris as Special Counsel FOREST OIL: Moody's Lowers CFR to B3 & Sr. Unsec. Rating to Caa1 FREE LANCE-STAR: Can Access Cash Collateral Until April 30 FURNITURE BRANDS: Court Approves Rejection of St. Paul Lease FURNITURE BRANDS: Obtains Court Approval to Assume HDM Leases GENTIVA HEALTH: Moody's Revises Outlook to Neg. & Affirms B3 CFR GREEN FIELD: Auction Cancelled, Gordon Brothers to Sell Assets GREEN FIELD: Ch. 11 Examiner Seeks to File Report Under Seal GYP HOLDINGS: Moody's Assign 'B3' Corp. Family Rating GYPSUM MANAGEMENT: S&P Assigns Prelim. 'B' CCR; Outlook Stable HAMPTON LAKE: Substantially Consummated Plan, Wants Case Closed HDOS ENTERPRISES: Hires Brian Cole as Special Counsel HDOS ENTERPRISES: Hires Rust Omni as Claims Noticing Agent HDOS ENTERPRISES: Creditors' Panel Taps Pachulski Stang as Counsel H.J. HEINZ: Fitch Affirms 'BB-' Issuer Default Rating HOYT TRANSPORTATION: Greenberg Okayed as Litigation Counsel HOYT TRANSPORTATION: Has Until May 13 to File Chapter 11 Plan IMAGES USA: Case Summary & 20 Largest Unsecured Creditors INFUSYSTEM HOLDINGS: To Issue Q4 Financial Results on March 11 INNOVATIVE COMMUNICATION: North Shore Appeal Tossed JARDEN CORP: $600MM Notes Offering No Impact on Moody's 'Ba3' CFR JARDEN CORP: S&P Rates New $600MM Subordinated Notes 'BB-' JERRY'S NUGGET: Stipulation Withdrawing Trustee Motion Approved JFL-NRC HOLDINGS: S&P Assigns 'B' CCR & Rates $162MM Debt 'B' KENNY G. ENTERPRISES: Avoidance of Postpetition Transfer Appealed KENTUCKIANA HEALTHCARE: Fails in Bid to Dismiss PRN Pharma Dispute KORLEY B. SEARS: Directed to Pay Plaintiffs' Attorney Fees LEAR CORP: Moody's Rates New $325MM Sr. Unsecured Notes 'Ba2' LEAR CORP: S&P Rates $325MM Sr. Unsecured Notes 'BB' LIME ENERGY: Seeks to Expand Programs with Current Clients LIZANATAY HOLDINGS: Voluntary Chapter 11 Case Summary LLS AMERICA: $35,000 Default Judgment Entered Against Paula Donald LLS AMERICA: Wins $19,100 Judgment Against Rebecca Piatt LLS AMERICA: David Wares, et al Received $171,473 From Estate LONGVIEW POWER: Settlement With Foster Wheeler Approved LONGVIEW POWER: Plan Hearing Moved Sine Die to Allow Mediation M.D. CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors MARINA BIOTECH: To Swap Notes With 1.9 Million Common Shares MATTHIAS ENTERPRISES: Voluntary Chapter 11 Case Summary MD RANGEL: Voluntary Chapter 11 Case Summary MJC AMERICA: Tap Winston & Strawn as Special Litigation Counsel MPH ACQUISITION: Moody's Assigns 'B2' Corporate Family Rating MULTIPLAN INC: S&P Affirms 'B' CCR & Rates $2.275BB Facilities 'B' NATIVE WHOLESALE: Case Conversion Hearing This Afternoon NNN 3500: Court Temporarily Allows Wachovia Trust's Claims NEW CENTURY TRS: Court Says Alfred Silva Claim Untimely NRC US: Moody's Assigns 'B2' Corporate Family Rating OVERSEAS SHIPHOLDING: Files Ch. 11 Plan of Reorganization OVERSEAS SHIPHOLDING: Equity Holders Object to Plan Support Deal OVERSEAS SHIPHOLDING: Plan Filing Exclusivity Extended to March 31 PACIFIC STEEL: Section 341(a) Meeting Set on April 7 & 14 PALACE ENTERTAINMENT: Moody's Changes B2 CFR Outlook to Negative PALOMAR HEALTH: Moody's Lowers Revenue Bond Rating to 'Ba1' PARK CREEK, CO: Moody's Lowers Sr. Lien Tax Bonds Rating to Ba2 PHIBRO ANIMAL: Moody's Ups CFR to B2 & Rates $300MM Sr. Notes B3 PHIBRO ANIMAL: S&P Puts 'B' CCR on CreditWatch Positive PLANET FITNESS: Moody's Assigns 'B1' CFR & Rates $430MM Debt 'B1' POLAR MOLECULAR: 6th Cir. Affirms Summary Judgment Ruling QUANTUM FUEL: Cancels Series B Common Stock QVC INC: Fitch Assigns 'BB' Issuer Default Rating QVC INC: Moody's Assigns 'Ba2' Rating on Senior Secured Notes QVC INC: S&P Assigns 'BB' Corp. Credit Rating; Outlook Stable RADIOSHACK CORP: Moody's Lowers Corp. Family Rating to 'Caa2' RAVENWOOD HEALTHCARE: Purchaser Prefer Chapter 7 Conversion RE-710 LLC: Case Summary & 20 Largest Unsecured Creditors RESERVOIR EXPLORATION: 1st Amended Liquidation Plan Confirmed RESMAE MORTGAGE: Hawaii Court Rules in Foreclosure Suit RIH ACQUISITIONS: Files Disclosure Statement for Liquidating Plan RIH ACQUISITIONS: Taps Kurztman Carson as Noticing & Claims Agent RITE AID CORP: S&P Retains 'B' CCR Following $1.15BB Refinancing RIVER-BLUFF: Case Summary & 4 Top Unsecured Creditors RUTKOWSKI BROTHERS: Voluntary Chapter 11 Case Summary SAND HOLLOW: Case Summary & 4 Largest Unsecured Creditors SEGA BIOFUELS: Exclusivity Period Extended Until March 31 SEI HOLDING: Moody's Assigns B2 CFR & Rates 1st Lien Loan B1 SEQUENOM INC: Amends 2013 Annual Report to Correct Errors SNOW CANYON: Voluntary Chapter 11 Case Summary SOPHIA L.P.: Moody's Assigns 'B1' Rating on $998MM Term Loan SOPHIA L.P.: S&P Retains 'B' CCR After Loan Repricing SPEEDEMISSIONS INC: Circuit Court OKs Settlement with IBC Funds ST FRANCIS' HOSPITAL: Court OKs CBIZ as Committee Fin'l Advisor ST FRANCIS' HOSPITAL: March 26 Hearing on Teitelbaum Employment ST FRANCIS' HOSPITAL: PCO Wants to Hire Gibbons P.C. as Counsel SUN PRODUCTS: Moody's Affirms B2 CFR & Changes Outlook to Neg. SURTRONICS INC: Landlord Wants Production of Insurance Policy TLC HEALTH: Gleichenhaus Okayed as Patient Care Ombudsman Counsel TLC HEALTH: Taps Hodgson Russ as Special Counsel TLO LLC: Liquidating Plan Outline Approved TRANSUNION HOLDING: Moody's Assigns Ba3 Rating on $2.05BB Debt TRANSUNION CORP: S&P Affirms 'B+' CCR & Rates $190MM Facility 'B+' TUSCANY INTERNATIONAL: Files Chap. 11 Plan of Reorganization UNITED RENTALS: Moody's Affirms B1 CFR Over National Pump Deal UNIVERSAL HEALTH: Genovese to Review Claims v. E&Y, Milliman UPPER VALLEY COMMERCIAL: Withdraws Request to Use Cash Collateral UPPER VALLEY COMMERCIAL: Gets Court Approval for Woodsville Deal UPPER VALLEY COMMERCIAL: Withdraws Request to Obtain $300K Loan UPPER VALLEY: Committee Can Hire Bernstein Shur as Counsel USEC INC: Moody's Withdraws Ca CFR Due to Bankruptcy Filing USEC INC: Section 341(a) Meeting Scheduled for April 8 VAIL LAKE: Sheppard Mullin May Represent CRO Hebrank, E3 Realty VAIL LAKE: Can Employ Lee & Associates as Real Estate Broker VICTORY ENERGY: Board Adopts 2014 Long Term Incentive Plan VILLAGE AT KNAPP'S: Files First Amended Disclosure Statement VILLAGE AT KNAPP'S: Secured Lenders Object to Disclosure Statement WHEATLAND MARKETPLACE: Taps Edgemark as Real Estate Broker WHITE MOUNTAINS: Fitch Affirms 'BB+' Rating on One Subsidiary WILLOW GREEK: Court Allowed Rule 2004 Examination XTREME POWER: Notrees, Duke Energy Want Adequate Protection YESHIVA UNIVERSITY: Moody's Lowers Rating to B3; Outlook Negative ZLOMREX INT'L: New York Court Recognizes Foreign Proceedings * ADGS Advisory Appoints Fu Kei Man Derek as Independent Director * ALI CLE Announces Commercial Lending & Bankruptcy Program * Greenberg Glusker Bags M&A Advisor Turnaround Award * Recent Small-Dollar & Individual Chapter 11 Filings ********* ADT CORP: Moody's Rates $500MM Sr. Unsecured Notes 'Ba2' -------------------------------------------------------- Moody's Investors Service assigned a Ba2 rating to The ADT Corporation's ("ADT") $500 million senior unsecured notes issuance. Proceeds will be used to pay down $200 million of revolver borrowings, with the remainder to be used for share repurchases as well as general corporate purposes. Rating Rationale Since the resultant modestly higher financial leverage is in line with the company's strategy, stated late last summer, of using debt to fund share buybacks, there is no impact on ADT's Ba2 CFR or stable outlook. Nonetheless, gross customer adds are below and rates of attrition are above ADT's expectations as of the end of last year -- and both require increased spending for replenishing subscribers. Competition from other alarm monitoring companies in the highly fragmented market; threats from cable and telecom companies; and the emergence of other non-traditional competitors (for example, Google's planned acquisition of Nest) continue. Moody's lowered ADT's ratings following the company's revised plan for higher financial leverage, which implied lowered flexibility to address market challenges. The ADT Corporation is a leading provider of electronic security, interactive automation, and monitoring services for residences and small businesses in the U.S., Canada, and Puerto Rico. ADT has 6.5 million subscribers and annual revenues of approximately $3.3 billion. In September 2012, ADT spun off from Tyco International into a stand-alone public company. Assignments: Issuer: The ADT Corporation Senior Unsecured Regular Bond/Debenture, Assigned Ba2, LGD4, 52 % The principal methodology used in this rating was Global Business & Consumer Service Industry Rating Methodology published in October 2010. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. AGFEED INDUSTRIES: Seeks Further Extension of Exclusive Periods --------------------------------------------------------------- AgFeed USA, LLC, et al., asks the U.S. Bankruptcy Court for the District of Delaware to extend until April 21, 2014, their exclusive period to file a plan and until June 18, 2014, their exclusive period to solicit acceptances of that plan. The Debtors' counsel, Donald J. Bowman, Jr., Esq., at Young Conaway Stargatt & Taylor, , LLP, in Wilmington, Delaware, states that following the Petition Date, the Debtors' initial focus was on concluding the sales of substantially all of their assets as quickly as possible to maximize recovery to stakeholders. As a result of these successful efforts, the Debtors anticipate that they will have sufficient funds to pay general unsecured creditors in full and provide a substantial recovery to equity. While the Debtors believe that the Plan filed on Dec. 18, 2013, is confirmable, the Debtors remain in active and ongoing negotiations with a number of constituencies in an effort to reach resolution of outstanding issues in connection with the Plan, Mr. Bowman says. During the most recent extension of the Exclusive Periods, the Debtors continued to make progress in the Chapter 11 cases by working with the Official Committee of Unsecured Creditors and Official Committee of Equity Security Holders and certain other constituencies on a revised Chapter 11 plan. In fact, a mediation involving several key constituencies was held at the offices of Debtors' counsel on Feb. 13, 2014, which resulted in progress being made towards resolving some of the various issues related to the Plan, Mr. Bowman tells the Court. Since the parties adjourned the mediation, the mediator has continued his efforts to resolve as many issues as possible and the parties remain in active negotiations. The Debtors believe that additional time is needed to allow for further progress in resolving certain complex issues related to the Plan and to allow the confirmation process to efficiently move forward on a largely consensual basis. Termination of the Debtors' Exclusive Periods would adversely impact the Debtors, Mr. Bowman adds. If the Court were to deny the Debtors' request for an extension of the Exclusive Periods, any party in interest would be free to propose a Chapter 11 plan for the Debtors. Such a ruling would upset the delicate negotiating balance the Debtors have achieved and would foster a chaotic environment with no central focus and cause substantial, if not irreparable, harm to the Debtors' efforts to preserve and maximize the value of their estates, Mr. Bowman asserts. A hearing on the Debtors' request is scheduled for March 27, 2014, at 10:00 a.m. (ET). Objections are due March 17. About AgFeed Industries AgFeed Industries, Inc., has 21 farms and five feed mills in China producing more than 250,000 hogs annually. In the U.S., the business included 10 sow farms in three states and two feed mills producing more than one million hogs a year. AgFeed's revenue in 2012 was $244 million. AgFeed and its affiliates filed voluntary petitions under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 13-11761) on July 15, 2013, with a deal to sell most of its subsidiaries to The Maschhoffs, LLC, for cash proceeds of $79 million, absent higher and better offers. The Debtors estimated assets of at least $100 million and debts of at least $50 million. Keith A. Maib signed the petition as chief restructuring officer. Hon. Brendan Linehan Shannon presides over the case. Donald J. Bowman, Jr., and Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor, serve as the Debtors' counsel. BDA Advisors Inc. acts as the Debtors' financial advisor. The Debtors' claims and noticing agent is BMC Group, Inc. The U.S. Trustee has appointed a five-member official committee of unsecured creditors to the Chapter 11 cases. The Creditors' Committee tapped Lowenstein Sandler as lead bankruptcy counsel and Greenberg Traurig, LLP, as co-counsel. CohnReznick LLP serves as the Creditors' Committee's financial advisor. An official committee of equity security holders was also appointed to the Chapter 11 cases. The Equity Committee tapped Sugar Felsenthal Grais & Hammer LLP and Elliott Greenleaf as co-counsel. ALLIED STONE: Case Summary & 13 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Allied Stone, LLC 850 Wilson Street Fennimore, WI 53809 Case No.: 14-10964 Chapter 11 Petition Date: March 11, 2014 Court: United States Bankruptcy Court Western District of Wisconsin (Madison) Judge: Hon. Robert D. Martin Debtor's Counsel: Eliza M. Reyes, Esq. KREKELER STROTHER, S.C. 2901 West Beltline Highway, Suite 301 Madison, WI 53713 Tel: 608-258-8555 Fax: 608-258-8299 Email: ereyes@ks-lawfirm.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by John Rutkowski, managing member. A list of the Debtor's 13 largest unsecured creditors is available for free at http://bankrupt.com/misc/wiwb14-10964.pdf AMERIGAS PARTNERS: Fitch Affirms 'BB' IDR & 'BB' Sr. Debt Rating ---------------------------------------------------------------- Fitch Ratings has affirmed the 'BB' Issuer Default Rating (IDR) and 'BB' senior unsecured debt rating of AmeriGas Partners, LP (APU) and its fully guaranteed financing co-borrower AmeriGas Finance Corp. The Rating Outlook is Stable. Approximately $2.3 billion in outstanding long term debt is affected. APU has faced a number of challenges in recent years but recent performance reflects the underlying profitability and franchise strength in managing though these challenges. The recovery in APU's profitability follows the unprecedented mild winter of 2011/2012 and merger related integration charges in 2012 and into 2013. APU generates the bulk of its earnings and cash flows in the heating season, principally the quarter ended March 31 and to a lesser extent the Quarter ended Dec. 31. The record cold weather in the current March 2014 Quarter has created operational challenges for APU as propane supply constraints and price spikes in January and February affected normal delivery channels. Fitch still expects Debt to EBITDA to improve slightly to approximately 3.5x for the fiscal year ended Sept. 30, 2014 and be sustained over the forecast period. The Rating Outlook is Stable. Key Rating Drivers -- Improved profitability and credit metrics -- Declining propane and negative volume trends; -- Weather sensitivity adds to seasonal volatility; -- Volatile commodity pricing; -- Broad market and geographic reach. 2014 March Quarter Update The supply and price volatility experienced by APU and the entire propane industry during the March 2014 Quarter are seasonal risk factors that Fitch overlays in its credit analysis of APU and in developing stress scenarios. The extremely warm winter in 2011/2012 created significant financial stress. Fitch considers weather as a transient event and captured within its financial models and rating assignments. Improved Financial Profile Stronger profitability, which Fitch considers sustainable, has allowed Fitch's key leverage and coverage measures to improve from their 2012 levels immediately following the acquisition of Heritage Propane. Fitch models reflect EBITDA to Interest and Debt to EBITDA at approximately 4.0x and 3.5x respectively over the next few years. Fitch base case models assume normal weather. Liquidity is satisfactory. APU has strong cash flows and will not require any external financing over the forecast period. Capital expenditures are relatively modest. Debt maturities through 2018 are modest and liquidity is provided through a $525 million bank facility that matures in 2016 and which provides sufficient capacity to meet seasonal borrowing needs. Distribution coverage, at 1.2x to 1.3x is below historical levels following increases in quarterly distributions as well as more units outstanding as part of the Heritage acquisition. Demand and Negative Volume Trends: Residential heating remains the largest use for propane. Residential heating, irrespective of fuel, exhibits a natural decline curve from efficiency and customer conservation. In addition, propane is subject to customer switching. APU believes retail propane consumption in the U.S. declining at an annual rate of up to 3% rate based on historical industry data. APU has been an active consolidator. Retail propane gallons sold have been maintained at a 900 million to 1.3 billion range over the last 12 years largely through acquisitions. While volume trends are negative, EBITDA margins have improved in recent years reflecting cost savings and operating efficiencies achieved through acquisition. Market and Geographic Scale APU is the largest retail propane distributor in the U.S. spanning all 50 states. The company leverages its large distribution network with its cylinder exchange business and national accounts business which services large regionally diverse corporate users. Rating Sensitivity -- An upgrade is not deemed likely over the next 12 to 24 months; -- An acceleration of declining volume trends coupled with margin erosion would likely result in a negative rating action; -- A large debt financed acquisition could result in a ratings downgrade. Fitch has affirmed the following ratings with a Stable Outlook: AmeriGas Partners, L.P./AmeriGas Finance Corp. -- IDR at 'BB'; -- Senior Unsecured Debt at 'BB'. AMERICAN TIRE: Moody's Rates $300MM Senior Secured Term Debt 'B2' ----------------------------------------------------------------- Moody's Investors Service assigned a B2 rating to American Tire Distributors, Inc.'s ("ATD") proposed $300 million senior secured term loan. Concurrently, Moody's affirmed the company's B2 Corporate Family Rating, B2-PD Probability of Default Rating, and B2 rating on the senior secured notes. The Speculative Grade Liquidity Rating was downgraded to SGL-3 from SGL-2. The rating outlook remains stable. Proceeds from the term loan and approximately $60 million of revolver borrowings will be used to finance the acquisition of Terry's Tire Town. Together with the acquisition of Hercules Tire Holdings, the deal will increase pro-forma leverage to around 7 times (excluding synergies) from mid-5 times as of December 2013. However, Moody's expects leverage to return to the mid-5 times by year-end 2015 as a result of synergy realization and modest organic growth. The downgrade of the Speculative Grade Liquidity Rating to SGL-3 reflects Moody's expectations that the company's funding needs will increase relative to its ABL capacity, given the greater size and volatility of its working capital requirements following the acquisitions. Rating actions: Issuer: American Tire Distributors, Inc. Corporate Family Rating, affirmed at B2 Probability of Default Rating, affirmed at B2-PD Proposed $300 million senior secured term loan due 2018, assigned B2 (LGD 4, 56%) $250 million senior secured notes due 2017, affirmed at B2 (LGD 4, 56%) from (LGD 4, 57%) Speculative Grade Liquidity Rating, downgraded to SGL-3 from SGL-2 Stable outlook Ratings Rationale The B2 corporate family rating reflects the company's weak credit metrics, acquisitive growth strategy, and extensive revolver use to finance acquisitions and capital expenditures for distribution center openings. As a wholesale distribution business, the company has characteristically low margins and high fixed costs, which heighten its sensitivity to fluctuations in unit sales volumes. At the same time, the rating also incorporates the long-term stability of replacement tire demand, as well as ATD's good market position, diverse customer base, adequate liquidity and track record of deleveraging after acquisitions. Moody's expects that the 2014 acquisitions of Hercules Tire Holdings (Hercules) and Terry's Tire Town (Terry's) will increase leverage initially to approximately 7 times Moody's-adjusted debt/EBITDA as of December 2013 (pro-forma, excluding synergies) but the company will delever to the mid-5 times range by year-end 2015 as a result of synergy realization and modest organic growth. The stable outlook reflects Moody's expectation that ATD will successfully integrate Hercules and Terry's and delever through earnings growth during 2014-2015, while maintaining adequate liquidity. The ratings could be downgraded if ATD fails to integrate its recent acquisitions as planned, loses a major supplier relationship, or experiences a significant deterioration in unit volume, operating margins or liquidity. Additional debt incurrence including meaningful debt-financed deals before synergies from Hercules and Terry's are realized could result in a lower rating, particularly if debt/EBITDA is sustained above 6.5 times or (EBITDA-capex)/interest expense approaches 1.25x. A ratings upgrade would require the application of free cash flow towards debt reduction, sustained improvement in credit metrics and a strengthened liquidity profile. Quantitatively, debt/EBITDA would need to decrease to near 5.0 times and interest coverage (EBITDA-capex)/interest) would need to improve to over 2.0 times. American Tire Distributors, Inc., ("ATD") headquartered in Huntersville, NC, is a wholesale distributor of tires (over 95% of sales), custom wheels, and related tools. It operates about 130 distribution centers in the US and Canada, and generated approximately $3.8 billion in revenues in the year ended December 31, 2013. Private equity firm TPG Capital, L.P. (TPG) has owned the company since May 2010. On January 31, 2014 ATD acquired Hercules Tire Holdings LLC ("Hercules") for $312 million plus up to $10 million earnout payments. On February 20, 2014, the company acquired Terry's Tire Town ("Terry's") for $345 million plus up to $20 million of earnout payments. The principal methodology used in this rating was the Global Distribution & Supply Chain Services published in November 2011. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. AMERICAN TIRE: S&P Affirms 'B' CCR & Rates $300MM Sr. Loan 'CCC+' ----------------------------------------------------------------- Standard & Poor's Ratings Services said that it affirmed its 'B' corporate credit rating on Huntersville, N.C.-based American Tire Distributors Inc. (ATD). The outlook is stable. At the same time, S&P assigned its 'CCC+' issue rating and '6' recovery rating to the company's $300 million senior secured term loan. The issue rating is two notches below the corporate credit rating. The '6' recovery rating indicates S&P's expectation for negligible recovery (0%-10%) for noteholders in the event of a payment default. S&P's affirmation reflects its view of ATD's "highly leveraged" financial risk profile and "weak" business risk profile. "The stable outlook reflects the likelihood that ATD's credit measures will move in line with the rating, including adjusted leverage of 5x-6x," said Standard & Poor's credit analyst Lawrence Orlowski. "We expect the company to generate positive free cash flow in 2014 and 2015, partly because of rising revenue and margins, declining working capital needs, and lower capital expenditures." S&P could lower the rating if ATD's profitability worsens due to, for instance, rising costs and declining demand for replacement tires; and if S&P believes leverage will stay significantly above 6x. This could occur if revenue fell more than 5% in 2015 and gross margins drop below 19%. S&P could also lower the rating if ATD substantially increases the pace of its debt-financed expansion and generates significant negative free cash flow. S&P could raise the rating if the economy continues to grow and the company slows the pace of its greenfields (new commercial sites) and acquisitions, thereby showing the benefits of its expansion in its credit measures. Specifically, S&P could raise the rating if adjusted leverage decreases to 5x or less because of better-than-expected EBITDA and if the company generates sustained positive free cash flow. However, S&P would not likely raise the rating above 'B+', given the private equity ownership and potential for an eventual recapitalization or sale to another financial sponsor. ANDALAY SOLAR: Has Deal to Sell $200,000 Convertible Note --------------------------------------------------------- Andalay Solar, Inc., on Feb. 25, 2014, entered into a securities purchase agreement with a certain institutional accredited investor relating to the sale and issuance of a (i) convertible note in the principal amount of $200,000 that matures Feb. 25, 2016, and (ii) five- year warrant (with a cashless exercise feature under certain circumstances) to purchase 5,000,000 shares of common stock of the Company at an exercise price of $.02, subject to adjustment under certain circumstances. The Convertible Note bears interest at the rate of 8 percent per annum compounded annually, is payable at maturity and the principal and interest outstanding under the Convertible Note are convertible into shares of the common stock of the Company, at any time after issuance, at the option of the Purchaser, at a conversion price equal to $.02, subject to adjustment upon the happening of certain events, including stock dividends, stock splits and the issuance of Common Stock Equivalents at a price below the conversion price. Subject to the Company fulfilling certain conditions, including beneficial ownership limits, the Convertible Note is subject to a mandatory conversion if the closing price of the Company's common stock for any 20 consecutive days commencing six months after the issue date of the Convertible Note equals or exceeds $0.04. Unless waived in writing by the Purchaser, no conversion of the Convertible Note can be effected to the extent that as a result of such conversion the Purchaser would beneficially own more than 9.99 percent in the aggregate of our issued and outstanding common stock immediately after giving effect to the issuance of common stock upon conversion. The Company has the option of repaying the outstanding principal amount of the Convertible Note, in whole or in part, by paying the Purchaser a sum of money equal to one hundred and twenty percent (120 percent) of the principal together with accrued but unpaid interest upon 30 days notice, subject to certain beneficial ownership limits. For so long as the Company has any obligation under the Convertible Note, the Company agreed to certain restrictions regarding, among other things, incurrence of additional debt, liens, amendments to charter documents, repurchase of stock, payment of cash dividends, affiliated transactions. The Company is also prohibited from entering into certain variable priced agreements until the Convertible Note is repaid in full. For a period of two years after the initial issuance of the Convertible Note, the Purchase Agreement also provides the Purchaser a right to participate in any future debt and equity offerings of Company securities. The Purchaser also has a piggyback registration right. The Convertible Note contains events of default which, if triggered, will result in the requirement to pay a default amount (up to 24 percent) as specified in the Convertible Note. About Andalay Solar Founded in 2001, Andalay Solar, Inc., formerly Westinghouse Solar, Inc., is a provider of innovative solar power systems. In 2007, the Company pioneered the concept of integrating the racking, wiring and grounding directly into the solar panel. This revolutionary solar panel, branded "Andalay", quickly won industry acclaim. In 2009, the Company again broke new ground with the first integrated AC solar panel, reducing the number of components for a rooftop solar installation by approximately 80 percent and lowering labor costs by approximately 50 percent. This AC panel, which won the 2009 Popular Mechanics Breakthrough Award, has become the industry's most widely installed AC solar panel. A new generation of products named "Instant Connect" was introduced in 2012 and is expected to achieve even greater market acceptance. Burr Pilger Mayer, Inc., in San Francisco, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012, citing significant operating losses and negative cash flow from operations that raise substantial doubt about its ability to continue as a going concern. Westinghouse Solar disclosed a net loss of $8.62 million on $5.22 million of net revenue in 2012, as compared with a net loss of $4.63 million on $11.42 million of net revenue in 2011. The Company's balance sheet at Sept. 30, 2013, showed $3.34 million in total assets, $6.24 million in total liabilities, $180,468 in series A convertible redeemable preferred stock, $1.02 million in series D convertible preferred stock, and a $4.11 million total stockholders' deficit. ATKORE INT'L: Moody's Affirms B3 CFR & Rates $250MM Debt Caa2 ------------------------------------------------------------- Moody's Investors Service affirmed the B3 corporate family rating and B3-PD probability of default rating of Atkore International Inc. In addition, Moody's assigned a B3 rating to the company's proposed $420 million first lien senior secured term loan and a Caa2 rating to the anticipated $250 million second lien senior secured term loan. The term loan proceeds, along with a draw on the company's asset-based revolving credit facility, will be used to retire the company's existing $369 million senior notes due 2018 including the $27 million call premium, purchase Tyco's current ownership stake in Atkore International Group Inc. and cover estimated transaction fees and expenses. The Caa1 rating on Atkore's senior notes will be withdrawn when the notes are redeemed. The outlook remains negative. The following ratings were affirmed in this rating action: Corporate Family Rating B3; Probability of Default Rating B3-PD; The following rating was affirmed and will be withdrawn when the notes are retired: $369 million senior notes due 2018 Caa1 (LGD4, 59%) The following ratings were assigned in this rating action: $420 million senior secured first lien term loan B3 (LGD4, 52%); $250 million senior secured second lien term loan Caa2 (LGD5, 85%) Ratings Rationale Atkore's B3 corporate family rating reflects its elevated leverage, weak interest coverage, low margins, sensitivity to volatile steel and copper prices, as well as its reliance on nonresidential construction activity, which drives demand for most of its electrical and tubular products. The rating also considers the highly competitive market in which the company operates and its limited product differentiation. The rating is supported by the company's scale, diversity of products, attractive position in certain end-markets, good liquidity and the simplified capital structure that will result from the proposed recapitalization. The proposed recapitalization would simplify the company's capital structure by converting Clayton Dubilier & Rice's cumulative preferred stock into common equity and eliminating Tyco's ownership interest. In addition, it would leave the company with a more flexible capital structure that is more conducive to deleveraging with all pre-payable debt and extended debt maturities. The retirement of the company's senior notes would eliminate debt that is due in 2018 and replace it with term loan debt that is due in 2021, while extending the ABL facility's maturity date by one year to October 2018. The recapitalization is also expected to result in modestly improved interest coverage as the company retires its high interest 9.875% notes with the proceeds from much lower rate term loan debt. However, it will result in the company's total outstanding debt increasing by about $300 million, which will raise its adjusted leverage ratio by about 2.5x. Atkore should achieve a significant improvement in fiscal 2014 operating results. The company recently completed the acquisition of two PVC conduit companies to expand its plastic pipe and tube product offerings and these acquisitions are expected to add about $20 million of EBITDA to Atkore's fiscal 2014 operating results. In addition, the company will benefit from the elimination of several million dollars of strike related costs and lost profits related to a work stoppage at one of its cable management operations last fiscal year. Atkore should also benefit from a continued gradual recovery in nonresidential construction activity. These positive factors will be partially offset by the loss of a few million dollars of EBITDA related to the divestiture of the company's Brazilian business, which was considered a non strategic operation. Moody's expects the company to generate adjusted EBITDA of about $120 million in fiscal 2014 versus $89 million in fiscal 2013. This should result in Atkore's leverage ratio (Debt/EBITDA) increasing to about 6.5x from 6.0x and its interest coverage ratio (EBIT/Interest Expense) rising to about 1.2x from 0.7x assuming the recapitalization is completed. That would still leave the company with somewhat elevated leverage and relatively weak interest coverage for its rating. Atkore is expected to experience little change in its liquidity from the proposed recapitalization. Atkore had adequate liquidity of about $192 million on December 27, 2013, which included $33 million in cash and $159 million of borrowing availability. The company's liquidity declined by about $40 million during the December quarter due to the acquisition of Ridgeline Pipe Manufacturing for about $40 million and the redemption of $41 million par value of its 9.875% senior secured notes at 103% of par. This was somewhat offset by an increase in borrowing base availability on the company's amended asset-based revolving credit facility (ABL) facility. The company amended its $250 million ABL facility in October 2013, increasing the size to $300 million, modestly reducing the interest rate and extending the maturity to 2017 from 2015. The maturity date will be extended by one year to October 2018 if the senior notes are redeemed. Atkore is expected to establish a $420 million senior secured first lien term loan with a 7 year term and a $250 million senior secured second lien term loan with a 7.5 year term. Moody's assigned a B3 rating to the first lien credit facility since it will benefit from a second priority interest in all of the current assets and a first priority security interest in all of the other assets of Atkore International, Inc., including subsidiary stock of Atkore and its guarantors. The $300 million ABL facility will maintain its first priority interest in the company's current assets. The second lien term loan will have a third priority interest in all of the current assets and a second priority interest in all other assets. Moody's assigned a Caa2 rating to the second lien term loan, which is two notches below the first lien term loan due to its priority status below the $300 million ABL and the $420 million first lien term loan. Therefore, the collateral for the second lien term loan is seen as weak and it is our expectation that the second lien term loan lenders would receive a low level of recovery in the event of a default. The negative outlook reflects Atkore's recent weak operating results and deteriorating credit metrics and the increase in leverage that would occur as part of the proposed recapitalization. It also reflects our expectation that end market conditions, including a gradual improvement in nonresidential construction activity, will not allow for a more substantial improvement in operating results and credit metrics in the near term. The outlook could return to stable if market conditions and operating results improve substantially and the company utilizes its free cash to reduce debt, which leads to enhanced credit metrics. Upward rating movement is unlikely over the near term given the recent soft operating results, weak interest coverage and low level of operating cash flow as a percent of the company's outstanding debt. However, the rating could be raised if operating cash flow is sustained above 12% of outstanding debt, the EBIT margin exceeds 5%, leverage as measured by the Debt/EBITDA ratio is sustained at less than 5.0x and adequate liquidity is maintained. Atkore's rating could be lowered if EBIT/interest is sustained below 1.0x, the EBIT margin declines to less than 2% on a sustained basis, Debt/EBITDA continues to exceed 5.5x or if there is a material contraction in liquidity. The principal methodology used in rating Atkore International was the Global Steel Industry published in October 2012. Other methodologies used include Loss Given Default for Speculative- Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Atkore International, Inc., headquartered in Harvey, Illinois is a manufacturer of products that deploy, isolate, and protect a structure's electrical circuitry from curb-to-outlet in non- residential construction infrastructure, including steel and PVC electrical conduit, armored and metal-clad cable and metal framing and support structures such as cable trays, ladders and wire baskets. Atkore's revenues for the trailing 12 months ended December 27, 2013 were approximately $1.5 billion. Atkore International, Inc. (Atkore) is a wholly owned subsidiary of Atkore International Holdings Inc., which in turn is 100% owned by Atkore International Group Inc. Clayton Dubilier & Rice LLC (CD&R) has a 57% ownership interest (on an as-converted fully diluted basis) in Atkore International Group Inc. through the ownership of cumulative convertible preferred stock. Tyco International holds a 37% ownership interest. BAY AREA FIN'L: Court Okays Protocol for Settling Certain Loans --------------------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California approved, on a final basis, Bay Area Financial Corporation's compromise and settlement of promissory notes in the ordinary course of business. The Debtor will have the authority under Federal Rule of Bankruptcy Procedure 9019(b) to compromise and settle any and all loans that meet certain criteria, in its absolute and sole discretion, without further Bankruptcy Court approval and without further notice, as: -- For those loans where the borrower is seeking a reduction in the outstanding payoff amount, a reduction of the loan amount by no more than 20% including principal and interest. -- For those loans that are to remain in place, and the borrower cannot make the payments required under the terms of the loan agreement, a reduction in the interest rate of not more than 4%. -- For the those loans that are due and the term has expired, the right to enter into a forbearance agreement pursuant to which the Debtor agrees not to commence foreclosure proceedings against the borrower for a period not to exceed 18 months. As reported in the Troubled Company Reporter on Dec. 17, 2013, the Debtor negotiated prior to the Petition Date, a compromise of one of its secured real estate loans. The loan is secured by real property owned by the Debtor. Escrow for the sale of that real property was set to close between Dec. 13 and 17, 2013. The sale of the real property collateral would result in the payment to the estate of approximately $678,554. The $28,554 represents a negotiated reduction in the accrued interest of roughly 50%. However, the closing of the sale will avoid the Debtor incurring foreclosure costs, costs of maintaining the real estate owned, as well as payment of $275,000 in delinquent taxes. Delaying the sale from the currently scheduled closing date imposes a substantial risk with potentially adverse consequences to the estate, the Debtor states. By the motion, the Debtor seeks approval from the Court for it to compromise the accrued interest for its outstanding loan so as to enable escrow to timely close, which compromise is consistent with the Debtor's prepetition ordinary course business practices. The Debtor also seeks authority to establish procedures for the entry of compromise agreements regarding certain promissory notes that are assets of the bankrupt estate. Creditors Larry and Linda Sacks, in their capacity as trustees of the Sacks Family Trust, have said the Sacks Trust does not object to the proposed compromise of the promissory note, but ask that future compromises should at least require some "negative notice" to any official committee of unsecured creditors to review the basis for the compromise. The Sacks are represented by Richard W. Brunette, Esq. -- rbrunette@sheppardmullin.com -- at Sheppard, Mullin, Richter & Hampton LLP, in Los Angeles, California. About Bay Area Financial Bay Area Financial Corp., a consumer finance company, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 13-38974) on Dec. 9, 2013. The case is assigned to Judge Thomas B. Donovan. The Debtor is represented by Sandford L. Frey, Esq., and Stuart I. Koenig, Esq., at Creim Macias Koenig & Frey LLP, in Los Angeles, California. Cash on entering Chapter 11 was about $1.4 million, to be supplemented by almost $700,000 from an upcoming property disposition. There is no secured debt, although $141,000 is owing on a priority tax claim. The Debtor disclosed $15,248,851 in assets and $21,239,663 in liabilities as of the Chapter 11 filing. Peter C. Anderson, the U.S. Trustee for Region 16, appointed five members to the Official Committee of Unsecured Creditors. Shulman Hodges & Bastian LLP as general counsel of the Committee. BAY AREA FIN'L: Has Deal With Committee on Production of Docs ------------------------------------------------------------- James C. Bastian, Jr., Esq., at Shulman Hodges & Bastian LLP, on behalf of the Official Committee of Unsecured Creditors in the Chapter 11 case of Bay Area Financial Corporation, asks the Bankruptcy Court to approve a stipulation between Debtor and the Committee for production of documents. On Feb. 10, 2014, the Committee requested the Debtor to produce certain documents to the Committee and its counsel. The Debtor agreed but only if the parties signed a stipulation regarding the production. The stipulation provides that, among other things: 1. the Debtor agrees to turnover and produce these documents to the Committee and its counsel: a. The Debtor's entire loan file for each of its outstanding loans, including but not limited to, all promissory notes, deeds of trust, disbursement schedules, and wire authorizations. b. All closing statements related to each of the Debtor's outstanding loans. c. All documents related to workout, extension and modification agreements related to the Debtor's outstanding loans. d. Any and all correspondence related to any of the Debtor's outstanding loans. e. All documents related to the valuation of properties which secure the Debtor's outstanding loans, including but not limited to appraisals, brokers' opinion of value, and sales comparables. f. All preliminary title reports, title insurance, or property profile reports related to each of the Debtor's outstanding loans. g. the Debtor's workup documents in determining whether to extend each of its outstanding loans. h. all documents related to senior liens on any property which is also the collateral of the Debtor on any of its outstanding loans. 2. the Committee agrees that the Debtor will not be required to turnover any documents which contain nonpublic personally identifiable financial information related to any of the borrowers on the Debtor's outstanding loans. 3. the stipulation will not preclude any further request by the Committee or agreement by the Debtor for the production of documents by the Debtor. About Bay Area Financial Bay Area Financial Corp., a consumer finance company, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 13-38974) on Dec. 9, 2013. The case is assigned to Judge Thomas B. Donovan. The Debtor is represented by Sandford L. Frey, Esq., and Stuart I. Koenig, Esq., at Creim Macias Koenig & Frey LLP, in Los Angeles, California. Cash on entering Chapter 11 was about $1.4 million, to be supplemented by almost $700,000 from an upcoming property disposition. There is no secured debt, although $141,000 is owing on a priority tax claim. The Debtor disclosed $15,248,851 in assets and $21,239,663 in liabilities as of the Chapter 11 filing. Peter C. Anderson, the U.S. Trustee for Region 16, appointed five members to the Official Committee of Unsecured Creditors. Shulman Hodges & Bastian LLP as general counsel of the Committee. BAY AREA FIN'L: Shulman Hodges Approved as Committee Counsel ------------------------------------------------------------ The Bankruptcy authorized the Official Committee of Unsecured Creditors in the Chapter 11 case of Bay Area Financial Corporation to retain Shulman Hodges & Bastian LLP as general counsel nunc pro tunc Jan. 20, 2014. As reported in the Troubled Company Reporter on Feb. 3, 2014, Shulman Hodges is expected to: (a) advise the Committee with respect to its rights, powers, duties and obligations as the Official Committee of creditors holding unsecured claims of the Debtor's bankruptcy case; (b) prepare pleadings, applications and conduct examinations incidental to administration of this case and to protect the interests of the unsecured creditors of this Estate; (c) advise and represent the Committee in its connection with all applications, motions or complaints filed during the course of the administration of this case; (d) develop the relationship of the Committee with the Debtor in this bankruptcy proceeding; (e) advise and assist the Committee in presentation of a plan of reorganization by the Debtor or other entity pursuant to Chapter 11 of the Bankruptcy Code and concerning any and all matters relating thereto; (f) advise and assist the Committee in providing access to information to all unsecured creditors, soliciting and receiving comments from unsecured creditors, and to disclose any information to unsecured creditors as required by the Court in compliance with Bankruptcy Code section 1102; and (g) perform any and all other legal services incident and necessary herein for the smooth administration of this bankruptcy case. Shulman Hodges will be paid at these hourly rates: Attorneys --------- Leonard M. Shulman $550 Ronald S. Hodges $550 James C. Bastian, Jr. $550 Mark Bradshaw $525 J. Ronald Ignatuk $525 John Mark Jennings $525 Gary A. Pemberton $525 Michael J. Petersen $525 Franklin J. Contreras $450 Robert Huttenhoff $450 Lynda T. Bui $425 Paul S. Ocampo $410 Samuel J. Romero $410 Brian L. Bloom $395 Melissa Davis Lowe $385 Kiara W. Gebhart $370 Rika M. Kido $325 Ryan O'Dea $325 Heather B. Dillion $250 Paralegals ---------- Lorre E. Clapp $225 Pamela G. Little $225 Erlanna L. Lohayza $225 Patricia A. Britton $195 Melanie G. Rodgers $195 Steve P. Swartzell $185 Anne Marie Vernon $185 Tammy Walsworth $185 Arland Udo $165 Tonia Mann-Wooten $150 Of Counsel ---------- A. Lavar Taylor $525 Donald R. Kurtz $525 Gregory J. Anderson $450 Shulman Hodges will also be reimbursed for reasonable out-of- pocket expenses incurred. Shulman Hodges has agreed with the Committee that the firm's hourly rates will be discounted by 15%. The discount will be reflected in the firm's professional fee statements served and fee applications filed with the Court by applying a 15% to the fee portion of the billing statement. James C. Bastian, Jr., Esq., partner of Shulman Hodges, 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. About Bay Area Financial Bay Area Financial Corp., a consumer finance company, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 13-38974) on Dec. 9, 2013. The case is assigned to Judge Thomas B. Donovan. The Debtor is represented by Sandford L. Frey, Esq., and Stuart I. Koenig, Esq., at Creim Macias Koenig & Frey LLP, in Los Angeles, California. Cash on entering Chapter 11 was about $1.4 million, to be supplemented by almost $700,000 from an upcoming property disposition. There is no secured debt, although $141,000 is owing on a priority tax claim. The Debtor disclosed $15,248,851 in assets and $21,239,663 in liabilities as of the Chapter 11 filing. Peter C. Anderson, the U.S. Trustee for Region 16, appointed five members to the Official Committee of Unsecured Creditors. BAY AREA FIN'L: Keller Williams Willing to Cut Commission --------------------------------------------------------- Bay Area Financial Corporation has filed papers asking the Bankruptcy Court to approve amendment to its application to employ Keller Williams Estate Properties Calabasas as real estate agent for purposes of marketing and selling the real property located at 5734 Ostin Ave., Woodland Hills, California. The Debtor said that subsequent to the filing of the application, the Debtor met with the Official Committee of Unsecured Creditors regarding the retention of the agent. Based on the discussions with the Committee, the agent has agreed to reduce the percentage of her commission to 4% in the event the buyer does not have its own agent on the sales transaction. If there is an agent representing the buyer, the commission will remain at 5%. A copy of the amendment is available for free at: http://bankrupt.com/misc/BAYAREA_48_42_debtor_kelleramended.pdf As reported in the Troubled Company Reporter on Feb. 3, 2014, the Debtor filed its original motion to employ Lisa Gutman of Keller Williams Estates Properties Calabasas as agent. The Debtor wants Keller Williams to be under the exclusive authorization and right to sell the Debtor's property located at 5734 Ostin Ave, Woodland Hills, California 91367. The Debtor required Keller Williams to: (a) order, analyze and prepare the documentation necessary to place the subject Property in proper position to be listed and advertised for sale; (b) list the Property with the most propitious listing services available, responding to inquiries of purchase, and soliciting reasonable offers for purchase; (c) convey all reasonable offers of purchase to the Debtor, subject to the Debtor's approval, and confirm acceptance of the best offer; and (d) cause to be prepared on behalf of the Debtor and submitted to escrow, any and all documents requiring the endorsement of the Debtor to consummate a sale of the Property. Keller Williams agreed to be employed on commission basis, with commission not to exceed, collectively, 5 percent of the gross selling price of the property, or such other compensation as fixed by the Court upon notice and a hearing. The period of employment of agents will not exceed 6 months. Ms. Gutman assured the Court that Keller Williams 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. About Bay Area Financial Bay Area Financial Corp., a consumer finance company, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 13-38974) on Dec. 9, 2013. The case is assigned to Judge Thomas B. Donovan. The Debtor is represented by Sandford L. Frey, Esq., and Stuart I. Koenig, Esq., at Creim Macias Koenig & Frey LLP, in Los Angeles, California. Cash on entering Chapter 11 was about $1.4 million, to be supplemented by almost $700,000 from an upcoming property disposition. There is no secured debt, although $141,000 is owing on a priority tax claim. The Debtor disclosed $15,248,851 in assets and $21,239,663 in liabilities as of the Chapter 11 filing. Peter C. Anderson, the U.S. Trustee for Region 16, appointed five members to the Official Committee of Unsecured Creditors. Shulman Hodges & Bastian LLP as general counsel of the Committee. BEST UNION: Final Decree Order Issued ------------------------------------- Judge Peter H. Carroll of the U.S. Bankruptcy Court Central District of California on March 6, 2014, issued an order granting the motion for final decree filed in the Chapter 11 case of The Best Union, LLC. Prior to granting the motion for final decree, Judge Carroll denied the Debtor's motion to effectuate a plan option for it to return real property located at 2934 E. Garvey Avenue South, in West Covina, California, to Bank of China, a secured creditor in the Debtor's Chapter 11 case, and sustained Bank of China's opposition to the Debtor's motion. The Debtor intended to return the property to Bank of China as payment in full of its debt to the bank. About The Best Union West Covina, California-based, The Best Union, LLC, owns properties in West Covina and Fresno, California. Bank of China and SPCP Group V, LLC, have secured claims of $5.888 million and $2.255 million, respectively. The West Covina property generated income of $752,000 last year. The Fresno property generated income of $251,000 in 2011. The Company filed for Chapter 11 protection (Bankr. C.D. Cal. Case No. 12-32503) on June 28, 2012. Bankruptcy Judge Peter Carroll presides over the case. Mufthiha Sabaratnam, Esq., at Sabaratnam and Associates, represents the Debtor in its restructuring effort. The Debtor disclosed assets of $11,431,364, and liabilities of $9,195,179 in its schedules. The petition was signed by James Lee, manager. BOX SHIPS: In Compliance with Covenants as of Dec. 31, 2013 ----------------------------------------------------------- Box Ships Inc. disclosed that as of Dec. 31, 2013, the Company was in compliance with all of the covenants contained in its loan agreements, as amended to give effect to the waivers it was granted during the second and third quarter of 2013. As of Dec. 31, 2013, had the waivers not been granted, the Company would not have been in compliance with certain of its financial covenants and security cover ratios contained in the loan agreements. The waivers are due to expire during 2014, commencing on January 1, 2014, and in accordance with U.S. GAAP, unless the waivers are extended for a period of more than one year after the balance sheet date or the loans are refinanced prior to the issuance of the consolidated financial statements, the Company's total debt is required to be presented as current even though it was in compliance as of December 31, 2013. In addition, the Company has no borrowing capacity under its existing loan facilities and no capital commitments. The Company anticipates that its current financial resources, together with cash generated from operations will be sufficient to fund the operations of its current fleet, including its working capital requirements, for the next 12 months, assuming that the debt will not be accelerated by its lenders. The Company reported its results for the fourth quarter and year ended December 31, 2013. A copy of the Company's earnings release for the fourth quarter and year ended December 31, 2013 is available for free at: http://is.gd/Lr23Op Box Ships Inc. is an Athens, Greece-based international shipping company specializing in the transportation of containers. The Company's current fleet consists of nine containerships with a total carrying capacity of 43,925 TEU and a TEU weighted average age of 8.2 years. The Company's shares trade on the New York Stock Exchange under the symbol "TEU." BROWN LUMBER: Atlas Partners Affiliate Invests in Secured Debt -------------------------------------------------------------- An affiliate of Atlas Partners has participated in a venture that purchased the senior secured and the junior mortgage/mezzanine loans and liens against Brown Lumber, Inc. in order to maximize the value of the company and its assets. Special Opportunity Value Fund, LP also participated in the transaction. About Atlas Partners Atlas Partners -- http://www.atlaspartners.com/-- is a real estate consulting firm that specializes in working with operating businesses and their lenders and advisors. About Brown Lumber Brown Lumber -- http://www.brownlumberco.net/-- is located on 10 acres of land in beautiful Columbiana, AL. Since 1950, Brown Lumber has been providing top quality materials, knowledgeable assistance, prompt delivery, and competitive prices to the home building industry in the greater Shelby and Jefferson county areas. BROWNSVILLE MD: Asks for Plan Exclusivity Until April 3 ------------------------------------------------------- Brownsville MD Ventures, LLC asked U.S. Bankruptcy Judge Richard Schmidt to extend the period of time during which the company may solicit votes and seek confirmation of its proposed plan to exit Chapter 11 protection. The company proposed to extend its exclusive right to solicit votes and seek confirmation of the plan to April 3. Brownsville MD on Nov. 22 filed a restructuring plan, which proposes to sell its real property in Brownsville, Texas. The net sale proceeds will be used to pay claims of creditors, including the claims of Cameron County and Pineda Grantor Trust II. The plan contemplates either a sale of the property by Dec. 31, or if it isn't sold within this year, by tendering the property to Pineda Grantor Trust II free and clear of all liens, claims and encumbrances except for the lien of Cameron County. About Brownsville MD Ventures Brownsville MD Ventures, LLC, was formed in 2004 for the purpose of acquiring real property and improvements in Brownsville, Texas. The company leased the property to Brownsville Doctors Hospital, LLC, which operated a hospital on the premises. The tenant has ceased operations, and the property has been vacant since August 2012. Brownsville MD Ventures filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 13-10341) on Aug. 26, 2013, in Brownsville, Texas. Chester Gonzalez, the managing member and the chairman of the board of managers, signed the bankruptcy petition. The Debtor disclosed $24 million in assets and $14.7 million in liabilities in its schedules. The Debtor's property was appraised by Compass Bank in July 2011 with a fair market value in excess of $20,000,000. Pineda Grantor Trust II, as assignee of Compass Bank (which provided a loan to finance the acquisition of the property), is the secured lender. Kell Corrigan Mercer, Esq., at Husch Blackwell, LLP, in Austin, Texas, serves as the Debtor's counsel. The Debtor tapped The Rentfro Law Firm PLLC as special counsel to provide legal advice regarding business matters. Judge Richard S. Schmidt presides over the case. BROWNSVILLE MD: Can Use Cash Collateral Until April 1 ----------------------------------------------------- U.S. Bankruptcy Judge Richard Schmidt signed off on a fifth agreed order authorizing Brownsville MD Ventures LLC to use cash collateral on an interim basis, pending a final hearing to be held on April 1, at 10:00 a.m. The court order authorizes Brownsville MD to use cash collateral to pay these expenses: (i) monthly utility invoices estimated at $16,000; (ii) monthly payment of $500 for lawn maintenance services for the company's real property; (iii) payment of the part-time employees' salary; and (iv) $1,573 air conditioning repair services. Pineda is granted adequate protection in the form of a replacement lien. The agreed order was proposed by: Kell C. Mercer, Esq. Sam Chang, Esq. HUSCH BLACKWELL LLP 111 Congress Avenue, Suite 1400 Austin, TX 78701 Tel: (512) 472-5456 Fax: (512) 226-7324 E-mail: kell.mercer@huschblackwell.com sam.chang@huschblackwell.com - and - Ronald A. Simank, Esq. SCHAUER & SIMANK, P.C. 615 North Upper Broadway, Suite 700 Corpus Christi, TX 78401 Tel: (361) 884-2800 Fax: (361) 884-2822 E-mail: rsimank@cctxlaw.com About Brownsville MD Ventures Brownsville MD Ventures, LLC, was formed in 2004 for the purpose of acquiring real property and improvements in Brownsville, Texas. The company leased the property to Brownsville Doctors Hospital, LLC, which operated a hospital on the premises. The tenant has ceased operations, and the property has been vacant since August 2012. Brownsville MD Ventures filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 13-10341) on Aug. 26, 2013, in Brownsville, Texas. Chester Gonzalez, the managing member and the chairman of the board of managers, signed the bankruptcy petition. The Debtor disclosed $24 million in assets and $14.7 million in liabilities in its schedules. The Debtor's property was appraised by Compass Bank in July 2011 with a fair market value in excess of $20,000,000. Pineda Grantor Trust II, as assignee of Compass Bank (which provided a loan to finance the acquisition of the property), is the secured lender. Kell Corrigan Mercer, Esq., at Husch Blackwell, LLP, in Austin, Texas, serves as the Debtor's counsel. The Debtor tapped The Rentfro Law Firm PLLC as special counsel to provide legal advice regarding business matters. Judge Richard S. Schmidt presides over the case. CAMCO FINANCIAL: Common Stock Delisted From NYSE ------------------------------------------------ The NASDAQ Stock Market LLC filed a Form 25 with the U.S. Securities and Exchange Commission to remove from listing or registration the common stock of Camco financial Corp under Section 12(b) of the Securities Exchange Act of 1934. About Camco Financial Cambridge, Ohio-based Camco Financial Corporation is a bank holding company that was organized under Delaware law in 1970. Camco is engaged in the financial services business in Ohio, Kentucky and West Virginia, through its wholly-owned subsidiary, Advantage Bank, an Ohio bank. On March 31, 2011, Camco divested activities related to Camco Title Agency and decertified as a financial holding company. Camco remains a bank holding company and continues to be regulated by the Federal Reserve Board. Plante & Moran PLLC, in Auburn Hills, Michigan, in their report on the consolidated financial statements for the year ended Dec. 31, 2012, noted that the Corporation's bank subsidiary is not in compliance with revised minimum regulatory capital requirements under a formal regulatory agreement with the banking regulators, and that failure to comply with the regulatory agreement may result in additional regulatory enforcement actions. Camco's wholly-owned subsidiary Advantage Bank's Tier 1 capital does not meet the requirements set forth in the 2012 Consent Order. As a result, the Corporation will need to increase capital levels. Camco Financial reported net earnings of $7.83 million on $27.91 million of total interest income for the 12 months ended Dec. 31, 2013, as compared with net earnings of $4.16 million on $31.62 million of total interest income for the 12 months ended Dec. 31, 2012. As of Dec. 31, 2013, the Company had $774.38 million in total assets, $704.13 million in total liabilities and $70.24 million in stockholders' equity. CELL THERAPEUTICS: Had $44.8MM Est. Financial Standing at Jan. 31 ----------------------------------------------------------------- Cell Therapeutics, Inc., reported total estimated and unaudited net financial standing of $44.8 million as of Jan. 31, 2014. The total estimated and unaudited net financial standing of CTI Consolidated Group as of Jan. 31, 2014, was $46 million. CTI Parent Company trade payables outstanding for greater than 30 days were approximately $2.4 million as of Jan. 31, 2014. CTI Consolidated Group trade payables outstanding for greater than 30 days were approximately $2.6 million as of Jan. 31, 2014. During January 2014, there were solicitations for payment only within the ordinary course of business and there were no injunctions or suspensions of supply relationships that affected the course of normal business. A copy of the press release is available for free at: http://is.gd/oc2bFW About Cell Therapeutics Headquartered in Seattle, Washington, Cell Therapeutics, Inc. (NASDAQ and MTA: CTIC) -- http://www.CellTherapeutics.com/-- is a biopharmaceutical company committed to developing an integrated portfolio of oncology products aimed at making cancer more treatable. The Company's balance sheet at Sept. 30, 2013, showed $47.23 million in total assets, $33.39 million in total liabilities, $13.46 million in common stock purchase warrants, and $387,000 in total shareholders' equity. Going Concern The Company's independent registered public accounting firm included an explanatory paragraph in its reports on the Company's consolidated financial statements for each of the years ended Dec. 31, 2007, through Dec. 31, 2011, regarding their substantial doubt as to the Company's ability to continue as a going concern. Although the Company's independent registered public accounting firm removed this going concern explanatory paragraph in its report on the Company's Dec. 31, 2012, consolidated financial statements, the Company expects to continue to need to raise additional financing to fund its operations and satisfy obligations as they become due. "The inclusion of a going concern explanatory paragraph in future years may negatively impact the trading price of our common stock and make it more difficult, time consuming or expensive to obtain necessary financing, and we cannot guarantee that we will not receive such an explanatory paragraph in the future," the Company said in its quarterly report for the period ended Sept. 30, 2013. The Company added that it may not be able to maintain its listings on The NASDAQ Capital Market and the Mercato Telematico Azionario stock market in Italy, or the MTA, or trading on these exchanges may otherwise be halted or suspended, which may make it more difficult for investors to sell shares of the Company's common stock. Bankruptcy Warning "We have acquired or licensed intellectual property from third parties, including patent applications relating to intellectual property for pacritinib, PIXUVRI, tosedostat, and brostallicin. We have also licensed the intellectual property for our drug delivery technology relating to Opaxio which uses polymers that are linked to drugs, known as polymer-drug conjugates. Some of our product development programs depend on our ability to maintain rights under these licenses. Each licensor has the power to terminate its agreement with us if we fail to meet our obligations under these licenses. We may not be able to meet our obligations under these licenses. If we default under any license agreement, we may lose our right to market and sell any products based on the licensed technology and may be forced to cease operations, liquidate our assets and possibly seek bankruptcy protection. Bankruptcy may result in the termination of agreements pursuant to which we license certain intellectual property rights," the Company said in its Form 10-Q for the period ended Sept. 30, 2013. CERTIFIED HR: Rejection of Claim Against Insurer Affirmed --------------------------------------------------------- The Court of Appeals of Washington, Division One, affirmed a superior court's ruling that Insurance Commissioner Mike Kreidler, as Receiver of Cascade National Insurance Company, acted lawfully in denying the claim of James Feltman, as trustee of the Estate of the bankrupt Certified HR Services, Inc., as assignee of causes of action from the insolvent Midwest Merger Management, Inc., that Cascade owes $4.3 million to Midwest and, hence, to Certified. "In affirming the superior court's decision, we hold both that the court did not abuse its discretion by confirming the Receiver's determination that the Trustee failed to prove his fraudulent transfer claim and that the court did not abuse its discretion in denying the Trustee's motion for discovery," the Appeals Court said in a March 10, 2014 Opinion available at http://is.gd/72vcWa from Leagle.com. Cascade operated as a domestic stock insurance company in Washington, and had a history of financial difficulties that prompted increased scrutiny from the Office of the Insurance Commissioner. On Nov. 30, 2004, after notifying Cascade three times that it needed to cure a deficiency in its capital and surplus, the OIC obtained a superior court order appointing Mr. Kreidler, the Insurance Commissioner, as Receiver for the purpose of seizing Cascade. The court placed Cascade into receivership due both to Cascade's fragile financial condition and to questionable transactions between Cascade and Midwest. After spending nearly one year trying to rehabilitate Cascade, the Receiver petitioned the court for and obtained an order allowing it to liquidate Cascade. Mr. Feltman is the Chapter 11 Trustee for the Estate of Certified HR Services, Inc. in a bankruptcy case pending in the United States Bankruptcy Court for the Southern District of Florida. Headquartered in Ft. Lauderdale, Florida, Certified HR Services filed a voluntary Chapter 11 petition (Bankr. S.D. Fla. Case No. 05-22912) on May 12, 2005. Thomas R. Lehman, Esq., at Miami Florida, represented the Debtor as counsel. In 2006, the Trustee, on behalf of Certified, entered into a settlement agreement with Midwest, which transferred and assigned to Certified all of Midwest's claims against Cascade. The case is, MIKE KREIDLER, Insurance Commissioner, Respondent, v. CASCADE NATIONAL INSURANCE COMPANY, Respondent, and JAMES S. FELTMAN, Chapter 11 Trustee for the Estate of Certified HR Services, Inc., Appellant, No. 71063-0-I (Wash. App.). Counsel for Mr. Feltman: Christopher Mark Alston, Esq. Jason R. Donovan, Esq. FOSTER PEPPER PLLC 1111 3rd Ave Fl 34 Seattle, WA, 98101-3292 E-mail: alstc@foster.com Counsel for Mr. Kreidler: Marta Uballe Deleon, Esq. Office of the Attorney General Po Box 40100 Olympia, WA, 98504-0100 - and - Victoria Lynn Vreeland, Esq. Vreeland Law 500 108th Ave Ne Ste 740 Bellevue, WA, 98004-5544 CONSTAR INTERNATIONAL: Panel Hires Brown Rudnick as Co-Counsel -------------------------------------------------------------- The Official Committee of Unsecured Creditors of Constar International Holdings LLC and its debtor-affiliates seeks authorization from the U.S. Bankruptcy Court for the District of Delaware to retain Brown Rudnick LLP as co-counsel to the Committee, nunc pro tunc to Jan. 6, 2014. The Committee requires Brown Rudnick to: (a) assist and advise the Committee in its discussions with the Debtors and other parties-in-interest regarding the overall administration of these Chapter 11 cases; (b) represent the Committee at hearings to be held before this Court and communicate with the Committee regarding the matters heard and the issues raised as well as the decisions and considerations of this Court; (c) assist and advise the Committee in its examination and analysis of the conduct of the Debtors' affairs; (d) review and analyze pleadings, orders, schedules, and other documents filed and to be filed with this Court by parties- in-interest in these cases; advising the Committee as to the necessity, propriety, and impact of the foregoing upon the Debtors' Chapter 11 cases; and consenting or objecting to pleadings or orders on behalf of the Committee, as appropriate; (e) assist the Committee in preparing such applications, motions, memoranda, proposed orders, and other pleadings as may be required in support of positions taken by the Committee, including all trial preparation as may be necessary; (f) conferring with the professionals, retained by the Debtors and other parties-in-interest, as well as with such other professionals as may be selected and employed by the Committee; (g) coordinate the receipt and dissemination of information prepared by and received from the Debtors' professionals, as well as such information as may be received from professionals engaged by the Committee or other parties-in- interest in these cases; (h) participate in examinations of the Debtors and other witnesses as may be necessary in order to analyze and determine, among other things, the Debtors' assets and financial condition, whether the Debtors have made any avoidable transfers of property, and whether causes of action exist on behalf of the Debtors' estates; (i) negotiate and formulate a plan of reorganization for the Debtors or other resolution of these Chapter 11 cases; and (j) assist the Committee generally in performing other services as may be desirable or required for the discharge of the Committee's duties pursuant to Bankruptcy Code Section 1103. Brown Rudnick will be paid at these hourly rates: H. Jeffrey Schwartz $1,185 James W. Stoll $1,010 Bennett S. Silverberg $835 Attorneys $355-$1,190 Paraprofessional $310-$370 Brown Rudnick will also be reimbursed for reasonable out-of-pocket expenses incurred. H. Jeffrey Schwartz, member of Brown Rudnick, 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. Brown Rudnick can be reached at: H. Jeffrey Schwartz, Esq. BROWN RUDNICK LLP Seven Times Square New York, NY 10036 Tel: +1 (212) 209-4954 Fax: +1 (212) 938-2909 E-mail: jschwartz@brownrudnick.com About Constar International Privately held Constar International Holdings and nine affiliated debtors filed for Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-13281) on Dec. 19, 2013. This is Constar International's third bankruptcy. Constar, which manufactures plastic containers, first filed for Chapter 11 protection (Bankr. D. Del. Lead Case No. 08-13432) in December 2008, with a pre-negotiated Chapter 11 Plan and emerged from bankruptcy in May 2009. Constar and its affiliates returned to Chapter 11 protection (Bankr. D. Del. Case No. 11-10109) on Jan. 11, 2011, with a pre-negotiated Chapter 11 plan and emerged from bankruptcy in June 2011. The 2013 petition listed assets worth less than $100 million against $123 million on three layers of secured debt. Judge Christopher S. Sontchi oversees the 2013 case. Constar is represented by Michael J. Sage, Esq., Brian E. Greer, Esq., Stephen M. Wolpert, Esq., and Janet Bollinger Doherty, Esq., at Dechert LLP; and Robert S. Brady, Esq., and Sean T. Greecher, Esq., at Young Conaway Stargatt & Taylor, LLP. Prime Clerk LLC serves as Constar's claims and noticing agent, and administrative advisor. Lincoln Partners Advisors LLC serves as the Debtors' financial advisor. Attorneys at Brown Rudnick LLP represent the official committee of unsecured creditors. Counsel to Wells Fargo Capital Finance, LLC, the revolving loan agent, is Andrew M. Kramer, Esq., at Otterbourg P.C. In February 2014, the Bankruptcy Court authorized Constar to sell certain assets to Plastipak Packaging, Inc., a global manufacturer of rigid plastic packaging. The Court determined that Plastipak's $102,450,000 offer for the Debtors' U.S. assets bested the offers from Amcor Rigid Plastics USA, Inc., and Envases Universales De Mexico S.A.P.I. De C.V. during a Feb. 6 auction. Separately, the Court authorized Constar to sell a facility in Havre de Grace, Maryland, to Smucker Natural Foods, Inc., for $3 million. There was no other bidder for the Maryland facility. COOPER-BOOTH: Files Joint Disclosure Statement in Support of Plan ----------------------------------------------------------------- Cooper-Booth Wholesale Company, L.P., and its affiliates filed a joint disclosure statement in respect of its plan of reorganization dated Feb. 28, 2014. The Plan provides for the reorganization of the Debtors and their continued existence after the Effective Date as Reorganized Debtors. The Plan provides for the payment of 100% of the Allowed Claims in each Class. The funds to make the Distributions required under the Plan will be comprised of cash on hand and the loan proceeds from an exit financing facility, which is a senior credit facility in an aggregate amount of $35,000,000 to be provided by the Exit Financing Lender. All obligations to the Exit Financing Lender will be secured by first priority liens on all of Debtors' assets. Under the plan for Cooper-Booth Wholesale Company L.P. (CBW), the Class 1A Claim of PNC Bank will be paid in full on the Effective Date as provided by the provisions of Class lA. The present balance due PNC Bank is approximately $5,464,000. The Class IB Claim of Zurich will be paid in full on the Effective Date as provided by the provisions of Class 1B. The unpaid aggregate liability of the CBW Debtor to Zurich will equal the amount paid by Zurich, with the prior consent of the CBW Debtor, to each Governmental Unit to satisfy claims for unpaid tax stamps that were covered by a surety bond issued by Zurich for the benefit of the CBW Debtor. The present balance due Zurich is approximately $7,527,521. The Class 1C Allowed Priority Non-Tax Claims will be paid in full on the Effective Date as provided by Class 1C. At present the Class 1C Claims are estimated to be zero. The Class 1D General Unsecured Claims will be paid 100% of their Allowed Claims plus postpetition interest from the Petition Date to the Confirmation Date at the Federal Rate. The Allowed Class 1D Claims total $4,366,920. The Class 1E Limited Partner Interests and the Class IF General Partner Interests will remain unchanged as of the Petition Date. Class 1G Intercompany Claims will be extinguished on the Effective Date. Under the Joint Plan for Cooper-Booth Transportation Company L.P. (CBT), Class 2A Allowed Priority Non-Tax Claims will be paid in full on the Effective Date as provided by Class 2A. At present the Class 2A Claims are estimated to be zero. The Class 2B General Unsecured Claims will be paid 100% of their Allowed Claims plus post-petition interest from the Petition Date to the Confirmation Date at the Federal Rate. The Class 2B Claims are estimated to be $133,096. The Class 2C Limited Partner Interests and the Class 2D General Partner Interests will remain unchanged as of the Petition Date. Class 2E Intercompany Claims shall be extinguished on the Effective Date. Under the Joint Plan for Cooper-Booth Management Company L.P. (CBM), Class 3A Claim of Zurich will be paid in full on the Effective Date as provided by the provisions of Class 3A. The unpaid aggregate liability of the CBW Debtor to Zurich equals the amount of the Zurich Allowed Class 1B Claim; provided however Zurich will be entitled to a single recovery on account of these two claims. The Class 3B Allowed Priority NonTax Claims will be paid in full on the Effective Date as provided by Class 3B. At present the Class 3B Claims are estimated to be zero. As of the Petition Date, there were no Allowed Class 3C Unsecured Claims. The CBM Debtor is the general partner of both the CBW Debtor and the CBT Debtor and therefore, has a contingent liability in connection with (a) the CBW Debtor's obligation to make the distributions required under Classes 1A, 1B, 1C, and 1D of its Plan and to pay its Allowed Administrative Claims, Allowed 503(b)(9) Claims and Allowed Priority Tax Claims; and (b) the CBT Debtor's obligation to make the distributions required under Classes 2A and 2B of its Plan and to pay its Allowed Administrative Claims and Allowed Priority Tax Claims. The CBM Debtor's contingent liabilities in connection with the obligations of the CBW Debtor and CBT Debtor will be satisfied as the CBW Debtor and CBT Debtor make their respective Distributions under the Plan. The Class 3D Interest Holders will remain unchanged as of the Petition Date. Class 3E Intercompany Claims will be extinguished on the Effective Date. Allowed Administrative Claims, Allowed 503(b)(9) Claims and Allowed Priority Tax Claims are unclassified under the Plan and will be paid 100%. The hearing on the disclosure statement is scheduled on April 9, 2014, at 11:00 a.m. A copy of the joint disclosure statement is available for free at: http://ResearchArchives.com/t/s?77c3 About Cooper-Booth Wholesale Cooper-Booth Wholesale Company, L.P. and two affiliates sought Chapter 11 protection (Bankr. E.D. Pa. Lead Case No. 13-14519) in Philadelphia on May 21, 2013, after the U.S. government seized the Company's bank accounts to recover payments made by a large customer caught smuggling Virginia-stamped cigarettes into New York. Serving the mid-Atlantic region, Cooper is one of the top 20 convenience store wholesalers in the country. Cooper supplies cigarettes, snacks, beverages and other food items from Hershey's, Lellogg's, Bic, and Mars to convenience stores. Cooper has been in the wholesale distribution business since 1865 when the Booth Tobacco Company was incorporated in Lancaster, Pennsylvania. The Company has been family owned and operated for three generations. Aris J. Karalis, Esq., and Robert W. Seitzer, Esq., at Maschmeyer Karalis, P.C., in Philadelphia, serve as the Debtors' bankruptcy counsel. Executive Sounding Board Associates, Inc., is the financial advisor. SSG Advisors, LLC, serves as investment bankers. Blank Rome LLP represents the Debtor in negotiations with federal agencies concerning the seizure warrant. CPI INTERNATIONAL: Moody's Affirms B2 CFR & Rates $30MM Debt Ba3 ---------------------------------------------------------------- Moody's Investors Service, affirmed CPI International, Inc.'s B2 corporate family rating and B2-PD probability of default rating and assigned Ba3 ratings to its proposed $30 million senior secured revolver and $310 million term loan. An SGL-2 speculative grade liquidity rating, denoting the expectation of a near-term good liquidity profile, was also assigned. Concurrently, the rating on the company's existing $215 million senior unsecured notes was lowered to Caa1 from B3. The proposed senior secured debt facilities will be used to fund a $175 million dividend to shareholders and refinance existing bank debt. The ratings outlook is stable. The proposed transaction would result in higher interest expense resulting from the incremental $170 million of funded debt that would be incurred post the transaction. Pro forma for the refinancing, CPI's proposed $30 million first lien revolving credit facility is expected to be undrawn. The Ba3 ratings on the proposed first lien revolver and term loan reflects their pari passu priority claim on the company's assets. The downgrade to a Caa1 rating on the senior unsecured notes is reflective of the significant increase in the amount of first lien debt above the notes in the company's debt structure. Moody's expects that the bank debts will be guaranteed by CPI's existing and any future significant domestic subsidiaries as well as its parent company, CPI International Holding Corp. Ratings assigned: Proposed $30 million first lien revolving credit facility due 2019, Ba3 (LGD-3, 30%) Proposed $310 million first lien term loan due 2021, Ba3 (LGD-3, 30%) SGL-2 Speculative Grade Liquidity Rating Ratings affirmed: Corporate family rating at B2 Probability of default rating at B2-PD Existing $30 million senior secured revolving credit facility due 2016 at Ba2 (LGD-2, 21%)*; Existing $150 million senior secured term loan due 2017 at Ba2 (LGD-2, 21%)*; Ratings downgraded: Existing $215 million first senior unsecured notes due 2018, Caa1 (LGD-5, 83%) from B3 (LGD-5, 75%) The Ba2 rating on CPI's existing first lien revolver and term loan will remain LGD-2, 21% pending its repayment as a result of the proposed refinancing. These ratings have been assigned subject to Moody's review of final documentation following completion of the proposed refinancing. The Ba2 debt instrument ratings on the existing senior secured revolver and term loan will be withdrawn upon their repayment/cancellation. Ratings Rationale The affirmation of CPI's B2 corporate family rating reflects the company's elevated leverage for the rating category and small revenue scale. However, it also considers that the company has a good track record of deleveraging utilizing relatively consistent free cash flow generation. Prior to the proposed transaction, CPI's leverage metrics had improved meaningfully post their early 2011 LBO to 4.7 times for the last twelve months ended January 3, 2014 from approximately 6.5 times. Moody's views the proposed dividend as reflective of an aggressive financial policy, by adding incremental debt to fund the sizable dividend relative to the company's revenue scale. In addition, the proposed transaction would result in pro forma leverage levels reverting back to the 6.5 times level, high for the B2 rating category. Partially counterbalancing the aforementioned factors are the stability provided by over a third of the company's revenue stream comprised of a recurring base of business, pro forma interest coverage of 1.5 times and positive free cash flow generation that more comfortably positions the company in the B2 rating category. The B2 CFR also considers CPI's business position as a significant niche manufacturer and distributor of an array of vacuum electronic devices ("VEDs"), sole-provider contracts on multiple platforms that create high barriers to entry, substantial installed defense and commercial base, and large proportion of recurring replacement part revenues. Furthermore, although almost half of the company's business is to the defense and military communications market, the company is diversified by end-market with commercial communications and the medical businesses comprising a meaningful portion of the remaining revenues. Also, one third of the company's sales are generated abroad. A long-term constraint to the ratings is the company's elevated leverage for the rating category and the willingness to incur debt to fund dividends. The company's SGL-2 rating is based on the expectation that the company will maintain a good liquidity profile over the next twelve to eighteen months. The company typically maintains cash balances well in excess of minimum day-to-day requirements however the proposed transaction is expected to utilize $19.5 million of cash from the balance sheet. The generation of relatively consistent annual free cash flow generation makes it unlikely that the company will utilize its proposed $30 million revolving credit facility over the next year. Free cash flow could be negative on a quarterly basis due to the timing of bond interest payments and working capital needs. However, the combination of cash balances and annual free cash flow generation should be more than adequate to meet capital expenditure requirements, working capital changes and semi-annual bond interest payments. We also anticipate CPI will be compliant with the proposed springing maximum leverage covenant under its revolver over the next twelve months. The stable rating outlook anticipates modest improvement in operating performance combined with positive free cash flow generation used to pay down elevated debt levels to below the 6.0x range over the next twelve to eighteen months, the recurring nature of revenues for a portion of the company's business and the expectation of maintenance of a good liquidity profile. The ratings could be downgraded if there is a meaningful revenue decline or change in government spending patterns causes profitability to deteriorate such that debt to EBITDA exceeds 6.5 times on a sustained basis, or if liquidity weakens. Shareholder friendly activities and/or leveraging acquisitions could also pressure the ratings. Although not anticipated over the intermediate term, upward rating momentum would depend on whether CPI organically grows its revenue and earnings, or repays debt, such that debt to EBITDA improves to and is sustained below 4.5 times and free cash flow-to-debt is well above 5.0%. The principal methodology used in this rating was the Global Aerospace and Defense published in June 2010. Other methodologies used include Loss Given Default for Speculative-Grade Non- Financial Companies in the U.S., Canada and EMEA published in June 2009. CPI International Holding Corp. is the parent company of CPI International, Inc. (collectively referred to as "CPI"), a leading manufacturer and distributor of vacuum electron devices and related equipment for defense and commercial applications requiring high power and/or high frequency energy generation. Sales for the last twelve months ended January 3, 2014 totaled $446 million. CPI is majority-owned by the private equity firm Veritas Capital. CHIQUITA BRANDS: Moody's Changes Ratings Outlook to Developing -------------------------------------------------------------- Moody's Investors Service changed Chiquita Brands International Inc.'s outlook to developing following the company's announcement that it will combine with Ireland-based tropical fruit distributor Fyffes, PLC in a stock-for-stock transaction. Upon closing the combined company will be known as ChiquitaFyffes and is expected have revenues of approximately $4.6 billion. All other ratings were affirmed, including the company's Corporate Family Rating ("CFR") of B2 and its liquidity rating of SGL-3. The company said that the transaction, which is subject to approval by Fyffes and Chiquita shareholders and regulatory approvals, is expected to close before the end of 2014. Upon closing, Chiquita shareholders are expected to own approximately 50.7% of the combined company and Fyffes shareholders will own approximately 49.3%. The developing outlook reflects the uncertainty surrounding pro forma credit metrics, the scope of achievable synergies and the company's capital structure following the merger, including the relative position of its $425 million senior secured notes due 2021 issued at Chiquita Brands, LLC within the ChiquitaFyffes corporate structure. The following ratings are affirmed: Chiquita Brands International Inc.: Corporate Family Rating at B2 Probability of Default Rating at B2-PD; Chiquita Brands LLC: $425 million senior secured notes due 2021 at B1 (LGD3, 37%); Speculative Grade Liquidity Rating ag SGL-3 The outlook is developing. Rating Rationale The affirmation of the B2 CFR reflects the expected strategic benefits of the combined Chiquita and Fyffes operations, including improved scale and expanded sourcing ability. Based on very limited disclosure by the companies, Moody's believes that it is likely that pro forma credit metrics will remain appropriate for the rating category. These considerations are partially offset by the increased concentration the combined company is expected to have in bananas (which is subject to considerable commodity price volatility), along with the inherent integration risk of a cross- Atlantic merger of this size. The B2 rating also reflects the company's vulnerability to sharp performance fluctuations due to the commodity-like nature of its banana and value added salad products as well as external factors including fuel prices, weather, crop infestation, currency exchange rates and local government policies. The SGL-3 speculative grade liquidity rating reflects Moody's expectation that Chiquita will maintain an adequate liquidity profile over the next twelve months, including access to its $150 million ABL (subject to borrowing base limitations), which also benefits from a covenant-lite structure. The developing outlook reflects the uncertainty regarding details of the company's pro forma capital structure, credit metrics and corporate organization following its announced merger with Dublin- based fruit distributor Fyffes. While the combined company is expected to have improved scale and geographic diversity, and may provide some opportunity for modest delevering, any improvement in credit metrics would be considered within the context of the pro forma capital structure, corporate organization and business profile of the combined companies. The ratings could be upgraded if Chiquita is able to sustain leverage, as measured by Moody's adjusted debt-to-EBITDA, below 4.0 times while maintaining at least an adequate liquidity profile. In addition, Moody's would expect interest coverage, as measured by Moody's adjusted EBITA-to-interest, to approach 2.0 times. Alternatively, the ratings could be downgraded if Chiquita fails to maintain strong liquidity, given the inherent volatility of its operations. The ratings could also be downgraded if Chiquita's performance deteriorates and Moody's adjusted debt-to- EBITDA is sustained above 6.0 times for several quarters, or if EBITA-to-interest falls below 0.5 times. In addition, if there were to be a material litigation-related event the ratings could be downgraded or placed on review for downgrade. The principal methodology used in this rating was the Global Protein and Agriculture Industry Methodology published in May 2013. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Chiquita Brands International, Inc, based in Charlotte, North Carolina, is a leading international marketer and distributor of bananas and other fresh produce in over 70 countries and a producer of packaged salads under the Fresh Express brand name primarily in the United States. Total sales for the twelve month period ended September 30, 2013 were nearly $3.05 billion. DOWLING COLLEGE: Moody's Cuts Bond Rating to Ca; Outlook Negative ----------------------------------------------------------------- Moody's Investors Service has downgraded Dowling College's bond rating to Ca from Caa1, affecting $3.9 million of Series 1996 fixed rate revenue bonds issued by Suffolk County Industrial Development Agency and $9.2 million of Series 2002 fixed rate revenue bonds issued by the Town of Brookhaven Industrial Development Agency. The rating outlook remains negative. Summary Rating Rationale The rating downgrade to Ca reflects the magnitude of Dowling's financial challenges as well as the higher probability of default and expectation of impairment in the event of default. The rating action incorporates the continued weakening of the college's financial viability due to unsustainable enrollment declines affecting the largest source (over 90%) of its revenues. Enrollment in Fall 2013 was down 45% from five years ago. Operating cash flow is weak and debt service coverage ratio has been variable. Dowling has limited liquidity and liquidity is expected to decline further in FY2014 due to a fall 2013 enrollment decline which will pressure the operating performance. Rated debt is effectively subordinate to the Series 2006 bonds, leading to our expectation of impairment for the Series 1996 and Series 2002 bondholders in the event of default. The maintenance of the negative rating outlook reflects our expectation that Dowling's financial performance in FY 2014 will remain challenged especially in the near term, driven by a 20% enrollment decline in Fall 2013, which will further stress liquidity and financial flexibility. Challenges -- Severe and ongoing declines in enrollment will challenge the college's ability to restore financial stability. Fall 2013 enrollment of 2,438 FTE (full time equivalent) was down 20% from Fall 2012 and total enrollment has declined 45% from fall 2009 enrollment of 4,435 FTE. -- Operating cash flow is thin and has been variable. Moody's anticipates decline in FY2014 operating performance which will lead to a further reduction in the College's already limited liquidity. -- Monthly liquidity of just over $4 million at the end of FY2013 covered only 30 days of operating expenses, and the college currently has no access to external sources of liquidity to manage ongoing operational challenges. -- The college's operating and financial leverage are high. Expendable financial resources covered the $55 million of outstanding debt by just 0.14 times in FY 2013. With a 25% decline in operating revenues over the past five years, debt outstanding is nearly equivalent to total operations and debt service consumes an increasing portion of the college's budget, over 8% in FY2013. Strengths -- Debt service reserve fund remains fully funded at $4.4 million in FY 2013. -- The college reports no major capital or debt plans in the near term. Outlook The negative outlook reflects expected further enrollment declines, making a return to financial stability difficult. The college has no financial flexibility to meet unexpected challenges which increases the likelihood of payment default. What Could Make The Rating Go Up Improved chances of recovery for either series of bonds could result in an upgrade. Over the long term, an upgrade and/or stable outlook would be dependent on significant and sustained improvement in financial performance, material growth in liquidity, and stabilization of enrollments to demonstrate long- term viability. What Could Make The Rating Go Down Downward pressure could result from a debt restructuring, debt acceleration, payment default or bankruptcy filing. Methodology The principal methodology used in this rating was U.S. Not-for- Profit Private and Public Higher Education published in August 2011. DUBAYA LLC: Case Summary & 7 Unsecured Creditors ------------------------------------------------ Debtor: Dubaya, LLC dba Total Fitness Health Club & Spa 816 Bayshore Dr. Tarpon Springs, FL 34689 Case No.: 14-02651 Chapter 11 Petition Date: March 11, 2014 Court: United States Bankruptcy Court Middle District of Florida (Tampa) Debtor's Counsel: Peter Jackie Muchunas, Esq. MCINTYRE PANZARELLA THANASIDES 6943 East Fowler Avenue Temple Terrace, FL 33617 Tel: (813) 899-6059 Fax: (813) 899-6069 Email: peter@mcintyrefirm.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million A list of the Debtor's seven largest unsecured creditors is available for free at http://bankrupt.com/misc/flmb14-2651.pdf EDISON MISSION: Bankruptcy Court Approves Plan of Reorganization ---------------------------------------------------------------- On March 11 Edison Mission Energy's Plan of Reorganization was approved by the U.S. Bankruptcy Court. Edison International says the approved Plan incorporates the Settlement Agreement reached on February 18, 2014, between EME, Edison International, and certain of EME's creditors. This approval will allow the Settlement, as well as the planned sale of substantially all of EME's assets and stock of subsidiaries to NRG Energy, Inc., to be implemented. Under the Plan of Reorganization and consistent with the Settlement Agreement, EME will emerge from bankruptcy free of liabilities and remain a subsidiary of Edison International. All assets and liabilities of EME that are not otherwise discharged in the bankruptcy or sold to NRG Energy, Inc. will be transferred to a newly-formed trust under the control of EME's creditors, other than certain income tax and pension related liabilities being assumed by Edison International under the Settlement Agreement. For more details on the Settlement Agreement, please see Edison International's February 18, 2014, Form 8-K. Closing of the Settlement transaction is expected in late March or early April. NRG Energy, Inc. in a statement says the acquisition of EME's portfolio of renewable and conventional generation assets will make NRG the largest competitive US power company with about 53,600 megawatts of generating capacity. EME's substantial wind generation portfolio, combined with NRG's leading solar portfolio, will make NRG the third-largest US-based renewable energy generation company. NRG expects to close the transaction by the end of the Q1 2014, following FERC approval. About Edison International Edison International, through its subsidiaries, is a generator and distributor of electric power and an investor in energy services and technologies, including renewable energy. Headquartered in Rosemead, Calif., Edison International is the parent company of Southern California Edison, one of the nation's largest electric utilities. About Edison Mission Santa Ana, California-based Edison Mission Energy is a holding company whose subsidiaries and affiliates are engaged in the business of developing, acquiring, owning or leasing, operating and selling energy and capacity from independent power production facilities. EME also engages in hedging and energy trading activities in power markets through its subsidiary Edison Mission Marketing & Trading, Inc. EME was formed in 1986 and is an indirect subsidiary of Edison International. Edison International also owns Southern California Edison Company, one of the largest electric utilities in the United States. EME and its affiliates sought Chapter 11 protection (Bankr. N.D. Ill. Lead Case No. 12-49219) on Dec. 17, 2012. EME has reached an agreement with the holders of a majority of EME's $3.7 billion of outstanding public indebtedness and its parent company, Edison International EIX, that, pursuant to a plan of reorganization and pending court approval, would transition Edison International's equity interest to EME's creditors, retire existing public debt and enhance EME's access to liquidity. The Company's balance sheet at Sept. 30, 2012, showed $8.17 billion in total assets, $6.68 billion in total liabilities and $1.48 billion in total equity. In its schedules, Edison Mission Energy disclosed total assets of assets of $5,721,559,170 and total liabilities of $6,202,215,094 as of the Petition Date. The Debtors, other than Camino Energy Company, are also represented by James H.M. Sprayregen, P.C., Sarah Hiltz Seewer, Esq., and Seth A. Gastwirth, Esq., at Kirkland & Ellis LLP, in Chicago, Illinois; and Joshua A. Sussberg, Esq., at Kirkland & Ellis LLP, in New York. Debtor Camino Energy Company is represented by David A. Agay, Esq., and Joshua Gadharf, Esq., at McDonald Hopkins LLC, in Chicago, Illinois. Perella Weinberg Partners is acting as the Debtors' financial advisor and McKinsey & Company Recovery and Transformation Services is acting as restructuring advisor. GCG, Inc., is the claims and notice agent. An official committee of unsecured creditors has been appointed in the case and is represented by Ira S. Dizengoff, Esq., Stephen M. Baldini, Esq., Arik Preis, Esq., and Robert J. Boller, Esq., at Akin Gump Strauss Hauer & Feld LLP in New York; James Savin, Esq., and Kevin M. Eide, Esq., at Akin Gump Strauss Hauer & Feld LLP in Washington, DC; and David M. Neff, Esq., and Brian Audette, Esq., at Perkins Coie LLP. The Committee also has tapped Blackstone Advisory Partners as investment banker and FTI Consulting as financial advisor. EME's Joint Plan of Reorganization provides for the sale of all or substantially all of Debtors MWG, EME, and Midwest Generation EME, LLC, will be sold to NRG Energy, Inc. ENLINK MIDSTREAM: S&P Raises Debt Rating From 'B+' -------------------------------------------------- Standard & Poor's Ratings Services said it assigned its 'BBB' issuer credit rating to EnLink, an MLP focused on the midstream energy sector. The outlook on the rating is negative. S&P also raised its corporate credit rating on Crosstex to 'BBB' and then removed the rating from CreditWatch. S&P subsequently withdrew Crosstex's corporate credit rating at the issuer's request. Crosstex transferred its debt to EnLink and S&P raised the rating to 'BBB' from 'B+'. "The ratings on EnLink reflect a 'fair' business risk profile and a 'significant' financial risk profile, and a level of implicit support from Devon, which controls the general partnership," said Standard & Poor's credit analyst William Ferara. EnLink's business strengths stem from its largely fee-based contract mix and customer relationship with Devon, which S&P expects to represent just more than one-half of its counterparty exposure. Offsetting these strengths are EnLink's moderate size, scale, and geographic diversity, and its exposure to production declines in the natural gas basins it serves, especially in North Texas (i.e., the Barnett Shale region). The partnership's significant financial profile reflects S&P's expectation of debt to EBITDA of about 3.5x area and the MLP structure, which gives EnLink the incentive to pay out most of its cash flow after maintenance capital spending to unitholders each quarter. S&P expects EnLink will have about $1.5 billion of debt in 2014. "We assess EnLink's stand-alone credit profile to be 'bb' and notch its rating up to 'BBB' to reflect its level of strategic importance to Devon. Our ratings approach reflects EnLink's close ties with Devon, which owns 53% of EnLink's limited partnership units and 70% of EnLink Midstream LLC, which is EnLink's general partner. Devon also has majority representation on EnLink's board of directors, with the head of EnLink's gathering and processing unit a former Devon employee. Devon is also EnLink's most significant customer, responsible for about 50% of cash flows. From Devon's perspective, we believe EnLink represents a strategic investment because of these characteristics, the extent of Devon's investment in EnLink, and because EnLink represents a funding vehicle for Devon to monetize additional midstream assets. Although not absolute, we would expect Devon to provide some support to the partnership during distressful times or a lack of capital markets access, if needed," S&P said. The negative outlook on EnLink reflects that of Devon. Devon's negative outlook reflects S&P's expectation that its credit- protection measures will be weak for the rating in 2014. S&P views Devon's debt-reduction plan, which relies on oil production growth and asset sales, as incorporating meaningful execution risk. ENTEGRIS INC: Moody's Assigns 'B1' CFR & Rates $460MM Debt 'Ba3' ---------------------------------------------------------------- Moody's Investors Service assigned ratings to the debt of Entegris, Inc. -- Corporate Family Rating ("CFR") at B1, Probability of Default at B1-PD, Speculative Grade Liquidity Rating at SGL-2, the $460 million Senior Secured Term Loan at Ba3, and the $360 million Senior Notes at B3. The proceeds of the financing, along with cash of $389 million, will be used to fund Entegris's $1.1 billion acquisition of ATMI, Inc. ("ATMI"). The rating outlook is stable. Ratings Rationale Pro-Forma for the acquisition debt and ATMI's EBITDA, debt is about 4x EBITDA (fiscal year end December 2013, Moody's adjusted). While in line with other companies also at the B1, financial leverage is high given Entregris's exposure to the volatile demand from the semiconductor end market and the customer concentration (top three account for 25% of revenues). Entegris's EBITDA margin has steadily declined over the past few years, but Moody's believes that Entegris stemmed the decline in late 2013 such that profits and will increase over the coming year with free cash flow used for debt reduction. Anticipated deleveraging is an important factor in the B1 CFR, as is the expectation of strong liquidity through high cash balances and solid free cash flow. The acquisition presents return risks, since ATMI is approximately half the size of Entegris and Moody's believe ATMI lacks any complementary products which could lead to meaningful synergies. Nevertheless, many products have long life cycles more than five years on legacy production nodes, and provide a base of recurring demand. As well, as Entegris's sales going forward should be driven more by the semiconductor production volume rather than even more volatile semiconductor capital spending, Entegris's revenues and cash from operations should have somewhat greater stability although still subject to seasonality and cyclicality. The stable outlook reflects Moody's expectation that revenues will grow at least in the low single digits percent over the next year. Moody's expects that Entegris will deleverage through a combination of debt reduction and EBITDA growth such that the ratio of debt to EBITDA (Moody's adjusted) declines to below 3.5x by mid 2015. Moody's also expects that Entegris will integrate ATMI without any significant operational disruption. The rating could be downgraded if Entegris is not on-course to reduce leverage to below 3.5x EBITDA over the next 18 months or if EBITDA margins do not steadily increase to over 20% (Moody's adjusted). The rating could also be lowered if Entegris engages in shareholder friendly actions prior to meaningful debt reduction. The rating could be upgraded if Entegris successfully integrates ATMI, improving margins into the mid twenties percent and using free cash flow to reduce debt such that leverage is sustained below 2x EBITDA (Moody's adjusted), maintains very strong liquidity and demonstrates considerable reduction in exposure to the semiconductor cycles. Assignments: Issuer: Entegris Inc. Probability of Default Rating, Assigned B1-PD Speculative Grade Liquidity Rating, Assigned SGL-2 Corporate Family Rating, Assigned B1 Senior Secured Bank Credit Facility, Assigned Ba3 Senior Secured Bank Credit Facility, Assigned a range of LGD3, 31 % Senior Unsecured Regular Bond/Debenture, Assigned B3 Senior Unsecured Regular Bond/Debenture, Assigned a range of LGD5, 82 % Entegris, Inc., based in Billerica, Massachusetts, develops and manufactures products, including filters and semiconductor materials handling equipment, which are used to maintain the purity of materials used in the manufacture of semiconductors and other microelectronic components. ATMI, Inc., based in Danbury, Connecticut, develops and manufactures products, including specialized containers for holding toxic gases, copper electroplating materials, and chemicals used in certain steps of the manufacturing process for the production of semiconductors and other consumer electronics components. The principal methodology used in this rating was Global Semiconductor Industry Methodology published in December 2012. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. FLORIDA GAMING: Hires Berger Harris as Special Counsel ------------------------------------------------------ Florida Gaming Centers, Inc. and its debtor-affiliates ask for permission from the U.S. Bankruptcy Court for the Southern District of Florida to employ Berger Harris LLP as special counsel, nunc pro tunc to Nov. 14, 2013. The Debtors require Berger Harris to: (a) provide legal services and advice with respect to corporate and commercial litigation matters pending in Delaware; and (b) within the scope of the special counsel engagement, performing all other legal services for, and providing all other necessary legal advice to, the Debtors which may be necessary and proper in these Chapter 11 cases. Berger Harris will be paid at these hourly rates: Michael W. McDermott $385 David Anthony $265 Berger Harris will also be reimbursed for reasonable out-of-pocket expenses incurred. Michael W. McDermott, partner of Berger Harris, 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. Berger Harris can be reached at: Michael W. McDermott, Esq. BERGER HARRIS LLP 1105 North Market St., 11th Floor Wilmington, DE 19801 Tel: (302) 655-1140 ext. 222 E-mail: mmcdermott@bergerharris.com About Florida Gaming Florida Gaming Centers Inc. filed for Chapter 11 bankruptcy (Bankr. S.D. Fla. Case No. 13-29597) in Miami on Aug. 19, 2013. Florida Gaming Centers operates a casino and jai-alai frontons in Miami. The Company disclosed debt of $138.3 million and assets of $180 million in its petition. Its parent, Florida Gaming Corp. (FGMG:US), and two other affiliates also sought court protection. Florida Gaming previously negotiated a sale of virtually all its assets to casino operator Silvermark LLC for $115 million in cash and $14 million in assumed liabilities. A provision in the financing agreement required Florida Gaming to make an additional payment to the lender -- ABC Funding -- if the assets are sold to third party. Jefferies LLC was hired to determine that amount, about $26.8 million, and valued the company at more than $180 million. Luis Salazar, Esq., Esq., at Salazar Jackson in Miami, represents Florida Gaming. ABC Funding, LLC, as Administrative Agent for a consortium of prepetition lenders, and the prepetition lenders are represented by Dennis Twomey, Esq., and Andrew F. O'Neill, Esq., at SIDLEY AUSTIN LLP, in Chicago, Illinois; and Drew M. Dillworth, Esq., and Marissa D. Kelley, Esq., at STEARNS WEAVER MILLER WEISSLER ALHADEFF & SITTERSON, P.A., in Miami, Florida. The Prepetition Lenders are Summit Partners Subordinated Debt Fund IV-A, L.P., Summit Partners Subordinated Debt Fund IV-B, L.P., JPMorgan Chase Bank, N.A., Locust Street Funding LLC, Canyon Value Realization Fund, L.P., Canyon Value Realization Master Fund, L.P., Canyon Distressed Opportunity Master Fund, L.P., and Canyon-GRF Master Fund II, L.P. Counsel to the Official Joint Committee of Unsecured Creditors are Glenn D. Moses, Esq., and Paul J. Battista, Esq., at Genovese Joblove & Battista, P.A., in Miami, Florida. FOREST OIL: Moody's Lowers CFR to B3 & Sr. Unsec. Rating to Caa1 ---------------------------------------------------------------- Moody's Investors Service downgraded Forest Oil Corporation's Corporate Family Rating (CFR) to B3 from B2 and its senior unsecured notes rating to Caa1 from B3. Moody's affirmed Forest's SGL-3 Speculative Grade Liquidity Rating. The outlook remains negative. "Drilling results in Forest's Eagle Ford Shale are short of expectations, which we previously stated could be a catalyst for a downgrade," commented Andrew Brooks, Moody's Vice President. "The reallocation of capital away from the Eagle Ford will result in lower oil production than we had previously anticipated, leading to reduced cash flow and higher leverage. Lower projected EBITDA is expected to pressure the leverage covenant under Forest's secured revolving credit facility, which will require relief from its banks." Ratings downgraded: Corporate Family Rating, downgraded to B3 Probability of Default Rating, downgraded to B3-PD Senior Unsecured Notes Rating, downgraded to Caa1 Ratings affirmed: Speculative Grade Liquidity Rating, affirmed at SGL-3 Outlook, maintained at negative LGD revision: Senior Unsecured LGD to LGD4 - 67% from LGD4 - 66% Ratings Rationale Forest's B3 CFR reflects its diminished scale following the dramatic downsizing it has evidenced through a series of major asset sales, which while generating funds for a substantial reduction in debt, leaves the company much smaller in size and with less flexibility with which to stabilize its operations and restore growth. Forest's projected increase in oil production through its joint venture in the Eagle Ford Shale will fall short in 2014, resulting in an increased reliance on its gassier and lower margin Ark-La-Tex assets. The company's initial capital budget estimate for 2014 allocates roughly $230 million to the Eagle Ford but as well results disappointed, the company lowered the capital allocation to $100 million, with the balance shifted to Ark-La-Tex. This re-allocation of capital will further delay the company's already protracted attempts to increase higher margin oil production and enhance its EBITDA. Forest anticipates that natural gas will comprise 65% of 2014's production and NGLs another 15%, largely unchanged from prior years. In an effort to address its over-levered balance sheet, Forest embarked on an asset sale program that generated $1.5 billion in proceeds, reducing total debt by about $1.1 billion since mid- 2012. With 2013's sale of its Panhandle assets, which represented about half of the company's hydrocarbon production, the four-year downward trajectory in proved reserves and production accelerated. While debt has been reduced materially, production declines have out-paced debt reduction, prompting relative leverage measures to climb. At December 31, debt of $800 million was over $44,000 per Boe of pro forma average daily production, and debt on proved developed reserves was around $12 per Boe. Moody's does not see improvement in these leverage metrics in 2014. Forest's SGL-3 Speculative Grade Liquidity Rating reflects our expectation of adequate liquidity through 2014, notwithstanding the likely need for covenant relief, which we assume will be forthcoming from Forest's banks. We expect Forest's capital budget of $290-$310 million to result in a cash flow deficit approximating $150 million in 2014, a portion of which will be funded by $67 million of residual cash proceeds from the Panhandle asset sale. At December 31, Forest had an undrawn $400 million secured borrowing base revolving credit facility, although we assume the borrowing base will likely be reduced in conjunction with bank negotiations over covenant relief. The revolver includes a leverage covenant limiting debt/EBITDA to 5x through March 2014 before tightening to 4.75x in 2014's second quarter and 4.5x at June 30. While the company's cash balance should be sufficient to fund Forest's negative free cash flow through mid-year, without covenant relief Forest's ability to access the revolver to cover its liquidity needs during the second half of 2014 would be severely restricted. The revolver is secured by a mortgage and security interest in Forest's proved oil and gas properties and related assets; we view Forest's alternate sources of liquidity as weak. The negative outlook reflects the execution risk related to Forest's ability to grow production and generate improved margins and cash flow sufficient to reduce relative debt leverage from elevated levels. If Forest can grow production to above 20,000 Boe per day, restoring growth to its Eagle Ford production while maintaining debt to average daily production around $40,000 per Boe, the outlook could be stabilized. A downgrade would be likely should Forest fail to negotiate covenant relief on its revolving credit facility. Moody's envisions a failure on this front would result in additional asset sales to fund the projected spending gap, or a significant spending reduction, resulting in further downsizing of the company's operations and higher leverage. A downgrade could also be considered if Forest fails to maintain a ratio of Retained Cash Flow/debt over 10%, if it fails to execute on its development program in the Ark-La-Tex, should it be unable to restore profitable growth from its Eagle Ford holdings or should debt on production deteriorate beyond $50,000 per Boe, An upgrade is unlikely over the next year but would be considered if Forest's production grows to 30,000 Boe per day with debt to average daily production approaching $30,000 on a sustainable basis. The Caa1 rating on the senior unsecured notes reflects the subordination of the senior unsecured notes to Forest's $400 million secured revolving credit facility's priority claim to the company's assets. The size of the claims relative to Forest's outstanding senior unsecured notes results in the notes being rated one notch below the B3 CFR under Moody's Loss Given Default Methodology. The principal methodology used in this rating was the Global Independent Exploration and Production Industry published in December 2011. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Forest Oil Corporation is an independent exploration and production company headquartered in Denver, Colorado. FREE LANCE-STAR: Can Access Cash Collateral Until April 30 ---------------------------------------------------------- The Hon. Kevin R. Huennekens of the U.S. Bankruptcy Court for the Eastern District of Virginia issued a second interim order authorizing The Free Lance-Star Publishing Co. of Fredericksburg, Va., et al.'s use of cash collateral until April 30, 2014. The Interim Order provides that all pending objections, including the objection filed by DSP Acquisition, LLC, to the entry of the interim order, if any, are resolved or, to the extent not resolved, are overruled. As of the Petition Date, the Debtors were indebted and liable to DSP in the approximate aggregate amount of $37,890,000 with any other amounts outstanding under the loan documents. The Debtor would use the cash collateral for operating disbursements in an aggregate amount greater than 110% of the operating disbursements in the budget. As adequate protection from any diminution in value of the lender's collateral, the Debtor will grant DSP continuing, first- priority security interests in and liens upon certain of the Debtors' assets. Additionally, the Debtor will also make adequate protection payments of $70,000 to DSP. The final hearing is continued until April 30 at 2:00 p.m. Objections, if any, are due April 23. About The Free Lance-Star Publishing The Free Lance-Star Publishing Co. of Fredericksburg, Va., is a publishing, newspaper, radio and communications company based in Fredericksburg, Virginia and owned by the family of Josiah P. Rowe III. FLS's single, seven-day a week newspaper, The Free Lance- Star was first published in 1885 when a group of local Fredericksburg merchants and businessmen created the paper to serve the news and advertising needs of the community. FLS also owns radio stations WFLS-AM, FLS-FM, and WVBX. FLS owns the community and news portal http://www.fredericksburg.com/ FLS filed a Chapter 11 bankruptcy petition (Bankr. E.D. Va. Case No. 14-30315) in Richmond, Virginia, on Jan. 23, 2014. William Douglas Properties, L.L.C., a related entity that owns a portion of the land pursuant to which FLS operates certain aspects of its business, also sought bankruptcy protection. Judge Keith L. Phillips was initially assigned to the cases, but the cases were reassigned to Judge Kevin R. Huennekens on the Petition Date. The Debtors have tapped Tavenner & Beran, PLC, as counsel; and Protiviti, Inc., as financial advisor. Judge A. Robbins, U.S. Trustee for Region 4, appointed three members to the official committee of unsecured creditors. FURNITURE BRANDS: Court Approves Rejection of St. Paul Lease ------------------------------------------------------------ U.S. Bankruptcy Judge Christopher Sontchi approved the rejection of a 2008 lease agreement between St. Paul and TR Wind Down, Inc. The lease is for a non-residential real property located at 21075 Alexander Court, Unit F, in Hayward, California. Judge Sontchi ordered TR Wind Down to vacate and surrender the premises to St. Paul. Any personal property left at the premises as of Feb. 28 will be deemed abandoned by the company, according to the court order. About Furniture Brands Furniture Brands International (NYSE:FBN) -- http://www.furniturebrands.com-- engaged in the designing, manufacturing, sourcing and retailing home furnishings. Furniture Brands markets products through a wide range of channels, including company owned Thomasville retail stores and through interior designers, multi-line/ independent retailers and mass merchant stores. Its brands include Thomasville, Broyhill, Lane, Drexel Heritage, Henredon, Pearson, Hickory Chair, Lane Venture, Maitland-Smith and LaBarge. The balance sheet at June 29, 2013, showed $546.73 million in total assets against $550.13 million in total liabilities. On Sept. 9, 2013, Furniture Brands International, Inc. and 18 affiliated companies sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-12329). Attorneys at Paul Hastings LLP and Young Conaway Stargatt & Taylor, LLP, serve as counsel to the Debtors. Alvarez and Marsal North America, LLC, is the restructuring advisors. Miller Buckfire & Co., LLC is the investment Banker. Epiq Systems Inc. dba Epiq Bankruptcy Solutions is the claims and notice agent. The official creditor's committee is comprised of the Pension Benefit Guaranty Corp., Milberg Factors Inc. and five suppliers. The Committee tapped Blank Rome LLP as co-counsel, Hahn & Hessen LLP as lead counsel, BDO Consulting as financial advisor, and Houlihan Lokey Capital, Inc., as investment banker. In November 2013, Furniture Brands won bankruptcy court approval to sell the business to KPS Capital Partners LP for $280 million. Private-equity investor KPS formed a new company named Heritage Home Group LLC to operate the business. FURNITURE BRANDS: Obtains Court Approval to Assume HDM Leases ------------------------------------------------------------- Furniture Brands International received the green light from U.S. Bankruptcy Judge Christopher Sontchi to assume two unexpired leases with HDM Retail Inc. and assign those leases to Heritage Home. The company was ordered to pay so-called "cure amounts" in connection with the assumption and assignment of the leases. The contracts are listed at http://is.gd/6txG7V About Furniture Brands Furniture Brands International (NYSE:FBN) -- http://www.furniturebrands.com-- engaged in the designing, manufacturing, sourcing and retailing home furnishings. Furniture Brands markets products through a wide range of channels, including company owned Thomasville retail stores and through interior designers, multi-line/ independent retailers and mass merchant stores. Its brands include Thomasville, Broyhill, Lane, Drexel Heritage, Henredon, Pearson, Hickory Chair, Lane Venture, Maitland-Smith and LaBarge. The balance sheet at June 29, 2013, showed $546.73 million in total assets against $550.13 million in total liabilities. On Sept. 9, 2013, Furniture Brands International, Inc. and 18 affiliated companies sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-12329). Attorneys at Paul Hastings LLP and Young Conaway Stargatt & Taylor, LLP, serve as counsel to the Debtors. Alvarez and Marsal North America, LLC, is the restructuring advisors. Miller Buckfire & Co., LLC is the investment Banker. Epiq Systems Inc. dba Epiq Bankruptcy Solutions is the claims and notice agent. The official creditor's committee is comprised of the Pension Benefit Guaranty Corp., Milberg Factors Inc. and five suppliers. The Committee tapped Blank Rome LLP as co-counsel, Hahn & Hessen LLP as lead counsel, BDO Consulting as financial advisor, and Houlihan Lokey Capital, Inc., as investment banker. In November 2013, Furniture Brands won bankruptcy court approval to sell the business to KPS Capital Partners LP for $280 million. Private-equity investor KPS formed a new company named Heritage Home Group LLC to operate the business. GENTIVA HEALTH: Moody's Revises Outlook to Neg. & Affirms B3 CFR ---------------------------------------------------------------- Moody's Investors Service revised Gentiva Health Services, Inc.'s rating outlook to negative from stable, while affirming all its existing ratings including the B3 Corporate Family Rating (CFR), B3-PD Probability of Default Rating (PDR), and SGL-3 speculative grade liquidity rating. The change of outlook to negative reflects Gentiva's worse-than expected earnings decline in the fourth quarter of 2013 and Moody's expectation that the company will continue facing significant challenges arising from unfavorable industry headwinds and operating missteps. Moody's is concerned about the magnitude of the earnings decline that occurred in the fourth quarter, with adjusted EBITDA (excluding restructuring charges and one time items) dropping by nearly 18% from the prior year period. This was largely due to the continued decline in its hospice business. There were also delays in synergy realization from the recent Harden acquisition, which hence offered little assistance offsetting declines in the Hospice operation. Besides the on-going reimbursement risk from Medicare, future earnings will continue to be pressured by the persistent revenue and EBITDA decline in the hospice business, which has yet not shown signs of stabilization. As a result of the weak 4th quarter result, the company's credit metrics are weak for the B3 rating. Gentiva's financial leverage (debt/EBITDA) has increased materially to above 6.0x per our estimate from around 5.5x at the end of third quarter ended September 30, 2013. The affirmation of the B3 CFR, however, incorporates Moody's view the company will start realizing cost savings from the acquisition more fully in the current quarter (1Q 2014) and beyond, which will help offset negative pressure in the hospice business. Moody's also anticipates that Gentiva's home health segment, which represents roughly half of its total revenues, will likely generate relatively stable earnings in 2014. In addition, Moody's anticipates Gentiva's liquidity profile to be adequate despite the earnings shortfalls. "The stabilization of Gentiva's overall operating performance in 2014 will be, to a large extent, predicated on its ability to stem further revenue decline in its hospice segment as well as successfully integrate the Harden acquisition," explained Moody's lead analyst, John Zhao. The rating action is as follows: Rating outlook changed to negative from stable Ratings affirmed and Loss Given Default point of estimate adjusted: Corporate Family Rating at B3 Probability of Default Rating at B3-PD First lien senior secured revolving credit facility at B2 (LGD 3, 34%) from B2 (LGD 3, 35%) First lien senior secured term loan at B2 (LGD 3, 34%) from B2 (LGD 3, 35%) $325 million unsecured notes due 2018 at Caa2 (LGD 5, 87%) from Caa2 (LGD 5, 88%) Speculative Grade Liquidity Rating -- SGL-3 GREEN FIELD: Auction Cancelled, Gordon Brothers to Sell Assets -------------------------------------------------------------- Green Field Energy Services, Inc., et al., notified the U.S. Bankruptcy Court for the District of Delaware that no qualified bids for their assets other than the bid offered by Gordon Brothers Commercial & Industrial, LLC, were received prior to the March 5, 2014, deadline for submitting bids by potential bidders. Thus, an auction that was supposed to take place on March 7 was cancelled. As previously reported by The Troubled Company Reporter, the Debtors entered an agency agreement with GBCI as agent to sell the assets for a guaranteed $50,000,000. In addition, the Debtors will receive up to $67,500,000 from payments of the guaranteed amount and proceeds from the sale of the assets. The Debtors said they also received a bid from the Ad Hoc Noteholders for the Debtors' membership interests in Turbine Powered Technology, free and clear of all liens, claims and encumbrances thereon. The purchase price for the GFES TPT Interests will be in the form of a credit bid in the amount of $17,750,000 in principal amount of the Senior Secured Notes and will be consummated by a newly formed entity as buyer. The Court will consider approval of the GBCI Agency Agreement, the MIPA and the Sale Motion on March 14, 2014 at 10:00 a.m., (prevailing Eastern Time). Also to be considered during the March 14 hearing are the objections raised by, among others, ICON Agent, LLC, and GB Credit Partners, LLC, co-administrative agents under the DIP term loan and security agreement, and Ford Motor Credit Company LLC to the proposed sale of the assets to GBCI. ICON Agent and GB filed an objection solely to ensure payment of the Make-whole Fee that is owed in connection with the satisfaction of the DIP Facility as contemplated by the sale motion. Ford Credit, who perfected its first lien position on vehicles purchased by the Debtors, does not consent to the sale of its vehicles free and clear of its liens. Ford Credit also asserts that the Debtors have not yet established that any of the other conditions in Section 363(f) of the Bankruptcy Code have been met. The Debtors are represented by Michael R. Nestor, Esq., Kara Hammond Coyle, Esq., and Justin H. Rucki, Esq., at YOUNG CONAWAY STARGATT & TAYLOR, LLP, in Wilmington, Delaware; and Josef S. Athanas, Esq., Caroline A. Reckler, Esq., Sarah E. Barr, Esq., and Matthew L. Warren, Esq., at LATHAM & WATKINS LLP, in Chicago, Illinois. ICON Agent and GB are represented by Dennis A. Meloro, Esq., at GREENBERG TRAURIG, LLP, in Wilmington, Delaware; and David B. Kurzweil, Esq., at GREENBERG TRAURIG, LLP, in Atlanta, Georgia. Ford Credit is represented by Robert T. Aulgur, Jr., Esq., and Kristi J. Doughty, Esq., at WHITTINGTON & AULGUR, in Middletown, Delaware; and RICHARDO I. KILPATRICK, Esq., and LEONORA K. BAUGHMAN, Esq., at KILPATRICK & ASSOCIATES, P.C., in Auburn Hills, Michigan. About Green Field Energy Green Field Energy Services, Inc., is an independent oilfield services company that provides a wide range of services to oil and natural gas drilling and production companies to help develop and enhance the production of hydrocarbons. The Company's services include hydraulic fracturing, cementing, coiled tubing, pressure pumping, acidizing and other pumping services. Green Field Energy and two affiliates filed Chapter 11 petitions in Delaware on Oct. 27, 2013, after defaulting on an $80 million credit provided by an affiliate of Royal Dutch Shell Plc (Bankr. D. Del. Case No. 13-bk-12783). The Debtors are represented by Michael R. Nestor, Esq., and Kara Hammon Coyle, Esq., at Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware; and Josef S. Athanas, Esq., Caroline A. Reckler, Esq., Sarah E. Barr, Esq., and Matthew L. Warren, Esq., at Latham & Watkins LLP, in Chicago, Illinois. The Debtors' investment banker is Carl Marks Advisory Group LLC. Thomas E. Hill, from Alvarez & Marsal North America, LLC, serves as the Debtors' chief restructuring officer. In its schedules, Green Field disclosed $306,960,039 in total assets and $447,199,869 in total liabilities. Roberta A. Deangelis, The U.S. Trustee for Region 3, appointed six members to the official committee of unsecured creditors in the Chapter 11 cases of Green Field Energy Services, Inc., et al. Green Field's bankruptcy is being financed with a $30 million loan from BG Credit Partners LLC and ICON Capital LLC. The Bankruptcy Court authorized the United States Trustee for Region 3 to appoint Steven A. Felsenthal, Esq., as examiner. GREEN FIELD: Ch. 11 Examiner Seeks to File Report Under Seal ------------------------------------------------------------ Steven A. Felsenthal, the examiner appointed in the Chapter 11 cases of Green Field Energy Services, Inc., et al., seeks authority from the U.S. Bankruptcy Court for the District of Delaware to file his report under seal as the report contains, among other things, information provided on a confidential basis, as well as information subject to attorney-client and work product privileges. The Chapter 11 Examiner is directed to investigate and prepare a report providing his factual and legal conclusions respecting whether the estates hold valuable claims or causes of action against any of the parties that would release if the Chapter 11 Plan, including any plan revisions that represent a consensual resolution of matters that would have otherwise been covered in the Examiner's report, is confirmed and whether the value being contributed by the parties to the restructuring support agreement justifies granting those releases. The Chapter 11 Examiner filed his report under seal on March 4. The report will be given in unredacted form to the Official Committee of Unsecured Creditors, the U.S. Trustee and other major factions in the case. A hearing on the Chapter 11 Examiner's request to file the report under seal is scheduled for March 25, 2014, at 10:00 a.m. (ET). Objections are due March 18. The Examiner proposes to employ Daniel K. Hogan, Esq., at The Hogan Firm, in Wilmington, Delaware; and Peter C. D'Apice, Esq., Jacob L. Newton, Esq., Briana L. Cioni, Esq., at Stutzman, Bromberg, Esserman & Plifka, APC, in Dallas, Texas. About Green Field Energy Green Field Energy Services, Inc., is an independent oilfield services company that provides a wide range of services to oil and natural gas drilling and production companies to help develop and enhance the production of hydrocarbons. The Company's services include hydraulic fracturing, cementing, coiled tubing, pressure pumping, acidizing and other pumping services. Green Field Energy and two affiliates filed Chapter 11 petitions in Delaware on Oct. 27, 2013, after defaulting on an $80 million credit provided by an affiliate of Royal Dutch Shell Plc (Bankr. D. Del. Case No. 13-bk-12783). The Debtors are represented by Michael R. Nestor, Esq., and Kara Hammon Coyle, Esq., at Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware; and Josef S. Athanas, Esq., Caroline A. Reckler, Esq., Sarah E. Barr, Esq., and Matthew L. Warren, Esq., at Latham & Watkins LLP, in Chicago, Illinois. The Debtors' investment banker is Carl Marks Advisory Group LLC. Thomas E. Hill, from Alvarez & Marsal North America, LLC, serves as the Debtors' chief restructuring officer. In its schedules, Green Field disclosed $306,960,039 in total assets and $447,199,869 in total liabilities. Roberta A. Deangelis, The U.S. Trustee for Region 3, appointed six members to the official committee of unsecured creditors in the Chapter 11 cases of Green Field Energy Services, Inc., et al. Green Field's bankruptcy is being financed with a $30 million loan from BG Credit Partners LLC and ICON Capital LLC. The Bankruptcy Court authorized the United States Trustee for Region 3 to appoint Steven A. Felsenthal, Esq., as examiner. GYP HOLDINGS: Moody's Assign 'B3' Corp. Family Rating ----------------------------------------------------- Moody's Investors Service assigned a first-time B3 Corporate Family Rating and B3-PD Probability of Default Rating to GYP Holdings III Corp., the direct, holdings company of Gypsum Management and Supply, Inc. (collectively "GMS"), a national distributor of wallboard, as well as acoustical and related building products throughout the US. Moody's also assigned a B3 rating to the company's proposed $390 million senior secured term loan due 2021, and a Caa2 rating to its proposed $160 million second lien senior secured term loan due 2022. Proceeds from the term loans and an equity contribution by affiliates of AEA Investors LP, the equity sponsor, will be used to finance the purchase of GMS from current management. Upon the closing of the transaction, the equity sponsor will own about 65% of GMS and approximately 35% of the shares will be controlled by the current management group. The following ratings will be affected by this action: Corporate Family Rating assigned B3; Probability of Default Rating assigned B3-PD, Senior Secured Term Loan due 2021 assigned B3 (LGD4, 51%); and, Second Lien Term Loan due 2022 assigned Caa2 (LGD5, 87%). Ratings Rationale GMS' B3 Corporate Family Rating reflects the company's highly- leveraged capital structure following the buyout by affiliates of AEA Investors LP, the equity sponsor, from current management. Balance sheet debt is increasing to about $550 million, an almost 350% increase from October 31, 2013, resulting in adjusted leverage slightly over 7.25x on a pro forma basis at closing. With the prospects of some operating improvement and debt reduction from term loan amortization, Moody's projects debt-to-EBITDA will remain elevated at close to 5.75x over the next year (ratio incorporates Moody's standard adjustments). This projected debt leverage credit metric is characteristic of lower rated entities. Additionally, GMS will have considerable negative tangible net worth. We are concerned that significant permanent debt reduction from excess free cash flow will be difficult to achieve. Cash interest payments and term loan amortization will approach nearly $25 million per year. Higher levels of working capital expenditures relative to previous years to meet growing demand further limit the company's ability to generate cash to reduce term loan borrowings. Also, the non-residential construction end market, from which GMS garners nearly 60% of its revenues, has yet to rebound fully. Offsetting some of these concerns is our expectation that GMS will benefit from the strength in the new home construction and the repair and remodeling sectors, end markets from which GMS collectively derives about 40% of its revenues. We also project a gradual improvement in EBITDA margins nearing high single-digit levels. Our forecasts include increased volumes and better pricing. Despite the large pro forma increase in balance sheet debt and related interest expense, we expect that interest coverage, defined as (EBITDA-CAPEX)-to-interest expense, could exceed 2.3x by the end of GMS' FY15 (ratio incorporates Moody's standard adjustments). GMS is benefiting from the currently low interest rate environment. The company's liquidity profile, characterized mainly by ample revolver availability and the absence of material debt maturities until the revolver expires in 2019, gives GMS the financial flexibility to meet potentially higher seasonal demand and to satisfy its debt service requirements. The stable rating outlook incorporates our view that GMS' operating performance will continue to improve, resulting in leverage metrics that are more supportive of the current corporate family rating. Also, revolver availability provides needed liquidity to meet potential short falls in operating cash flows and higher working capital needs. The B3 rating assigned to GYP Holdings III Corp.'s $390 million senior secured term loan due 2021, the same rating as the corporate family rating, results from it comprising the majority of debt in GMS' capital structure, as well as the collateral securing this credit facility. It has a first lien on substantially all of GMS' long-term assets, and a second lien on the assets securing the revolving credit facility. The Caa2 rating assigned to GYP Holdings III Corp.'s $160 million second lien senior secured term loan due 2022, two notches below the corporate family rating, results from its position as the most junior debt in GMS' capital structure, putting it in a first-loss position in a recovery scenario. Due to the company's elevated debt leverage, we believe positive rating actions are unlikely for GMS over the near term. However, if the company meets our expectations for margin expansion and debt reduction using free cash flow, maintaining debt-to-EBITDA below 4.0x and (EBITDA-Capex)-to-interest expense trending toward 2.5x (all ratios incorporate Moody's standard adjustments), the ratings may be considered for an upgrade. A better liquidity profile could also support positive rating actions. GMS' ratings or outlook could come under pressure if the company's liquidity profile deteriorates, or if operating performance weakens such that EBITDA margin remains in the mid-single digits. Also, (EBITDA-Capex)-to-interest expense sustained below 2.0x or debt-to-EBITDA above 4.5x could result in rating pressures (all ratios incorporate Moody's standard accounting adjustments). The principal methodology used in this rating was Global Distribution & Supply Chains Services published in November 2011. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Gypsum Management and Supply, Inc., headquartered in Tucker, GA, is a national distributor of wallboard, as well as acoustical and related building products throughout the US. AEA Investors, through its affiliates, is the majority owner of GMS. Revenues for the 12 months ended October 31, 2013 totaled about $1.3 billion. GYPSUM MANAGEMENT: S&P Assigns Prelim. 'B' CCR; Outlook Stable -------------------------------------------------------------- Standard & Poor's Ratings Services said that it assigned its preliminary 'B' corporate credit rating to Tucker, Ga.-based Gypsum Management & Supply Inc. The outlook is stable. At the same time, S&P assigned a preliminary 'B' issue-level rating (same as the corporate credit rating) and preliminary '4' recovery rating to GYP Holdings III Corp.'s proposed $390 million first-lien term loan. The preliminary '4' recovery rating on the term loan indicates S&P's expectation for average (30% to 50%) recovery in the event of payment default. In addition, S&P assigned a preliminary 'CCC+' issue-level rating (two notches below the corporate credit rating) and preliminary '6' recovery rating to GYP Holdings III Corp.'s proposed $160 million second-lien term loan. The preliminary '6' recovery rating on the term loan indicates S&P's expectation for negligible (0% to 10%) recovery in the event of payment default. "The stable outlook reflects our expectation that Gypsum's forecast 2014-2015 leverage and FFO to debt will be higher than 5x and lower than 12%, respectively, commensurate with a highly leveraged financial risk profile," said Standard & Poor's credit analyst Maurice Austin. "The outlook also reflects our expectation that liquidity will remain adequate to meet all of the company's obligations, and that availability under the secured revolver will be adequate to fund working capital and capital spending requirements." S&P is unlikely to upgrade the company over the next year given its ownership by a private equity firm and high debt leverage. Based on S&P's criteria, it would continue to view financial risk as highly leveraged even if debt to EBITDA did drop below 5x for a period of time. S&P views the potential for a downgrade to be unlikely over the next 12 months based on its expectation for favorable market conditions for Gypsum's business over that timeframe. However, S&P would lower its rating if the U.S. housing recovery stalled, resulting in its assessment of liquidity to be "less than adequate." This could occur if the ABL availability declined below $25 million. HAMPTON LAKE: Substantially Consummated Plan, Wants Case Closed --------------------------------------------------------------- Hampton Lake, LLC, asked the U.S. Bankruptcy Court for the District of South Carolina to enter a final order closing its Chapter 11 case. The Debtor has filed a final report in the Chapter 11 proceedings and report of substantial consummation of its Dec. 2, 2013 Amended Plan of Liquidation. On Jan. 14, 2014, the Court entered the confirmation order approving the Debtor's Plan. According to the Debtor, the bankruptcy estate has been fully administered and the case must be closed. The Debtor has commenced payments as required under the Plan. The Debtor acknowledged that it remains bound by the provisions of the confirmed Plan. The Debtor scheduled a hearing on March 17, 2014, at 10:30 a.m., to consider the request. In a separate filing, the Court extended until Feb. 3, 2014, Joshua Tillman's deadline to cause Civil Action No. 2011-CP-07- 4251 to be dismissed as to the Debtor, pursuant to Fed. R. Bankr. P. 9006(b)(1), prescribed by the order confirming Amended Plan entered Jan. 14, 2014. Mr. Tillman represented to the Court that the time enlargement was not opposed by the Office of the U.S. Trustee, Crimson Portfolio, LLC and SABAL Financial Group LP, the Official Committee of the Unsecured Creditors, and Hampton Lake, LLC. As reported in the Troubled Company Reporter on Jan. 31, 2014, Mr. Tillman filed an objection to confirmation. At the confirmation hearing, Mr. Tillman agreed to withdraw his objection and vote in favor of the Plan. Mr. Tillman has further agreed to dismiss the Debtor from a state court litigation captioned Civil Action No. 2011-CP-07-4251. Mr. Tillman is represented by Marilyn E. Gartley, Esq. -- marilyn@andersonlawfirm.net -- of Anderson & Associates, P.A., of Columbia, S.C. The Debtor's Chapter 11 plan contemplates selling the remaining 235 lots over the next three years to generate cash covering payments to creditors under the plan. The plan calls for paying about 88.5 percent of the first-lien debt by selling out the project in the next three years. The noteholders are slated for an 8.75% recovery. The Court approved the Disclosure Statement explaining the Plan on June 24, 2013. About Hampton Lake Hampton Lake, LLC, filed a Chapter 11 petition (Bankr. D. S.C. Case No. 13-02482) in Charleston, South Carolina, on April 29, 2013. G. William McCarthy, Jr., Esq. and Daniel J. Reynolds, Jr., Esq., at McCarthy Law Firm, LLC, serve as counsel to the Debtor. The Debtor operates the Hampton Lake Subdivision in Bluffton, South Carolina. The Debtor disclosed $23.4 million in total assets and $48.4 million in liabilities in its schedules. The Office Committee of Unsecured Creditors is represented by J. Ronald Jones, Jr., Esq., at Clawson And Staubes, LLC, as counsel. HDOS ENTERPRISES: Hires Brian Cole as Special Counsel ----------------------------------------------------- HDOS Enterprises asks permission from the Hon. Neil W. Bason of the U.S. Bankruptcy Court for the Central District of California to employ the Law Offices of Brian H. Cole as special counsel, effective Feb. 3, 2014. Mr. Cole will assist the Debtor and its other professionals in analyzing issues relating to compliance with applicable franchise laws and regulations in the various states and foreign countries in which the Debtor operates or considers operating pursuant to franchise agreements, and to assist the Debtor in complying with those laws and regulations, as appropriate during the case. Mr. Cole will be paid $410 per hour. Counsel will also be reimbursed for reasonable out-of-pocket expenses incurred. Mr. Cole 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. Counsel can be reached at: Brian H. Cole, Esq. LAW OFFICES OF BRIAN H. COLE 128 Twelfth Place P.O. Box 3513 Manhattan Beach, CA 90266 Tel: (805) 285-3726 E-mail: brian@briancolelaw.com About Hot Dog On A Stick Established in 1946 in Southern California, Hot Dog On A Stick -- http://www.hotdogonastick.com-- is known for its fair-inspired menu of corn dogs, lemonades, and a sampling of other menu items such as cheese on a stick, hot dog in a bun, fries, and funnel cake sticks. HDOS is owned by its employees. HDOS Enterprises sought protection under Chapter 11 of the Bankruptcy Code on Feb. 3, 2014 (Case No. 14-12028, Bankr. C.D. Cal.). The case is assigned to Judge Neil W. Bason. The Debtor's counsel is represented by Jerome Bennett Friedman, Esq., Stephen F. Biegenzahn, Esq. -- sbiegenzahn@jbflawfirm.com -- and Michael D. Sobkowiak, Esq. -- msobkowiak@jbflawfirm.com -- at FRIEDMAN LAW GROUP, P.C., in Los Angeles, California. The petition was signed by Dan Smith, president and CEO. The U.S. Trustee has appointed three members to an official committee of unsecured creditors. The Committee proposes to retain Pachulski Stang Ziehl & Jones LLP, in Los Angeles, California, as counsel. HDOS ENTERPRISES: Hires Rust Omni as Claims Noticing Agent ---------------------------------------------------------- HDOS Enterprises asks for permission from the Hon. Neil W. Bason of the U.S. Bankruptcy Court for the Central District of California to employ Rust Consulting Omni Bankruptcy, a division of Rust Consulting, In., as the claims, noticing and balloting agent for the Clerk of the Bankruptcy Court, nunc pro tunc to Feb. 13, 2014. The Debtor and the Clerk's Office require Rust Omni to: (a) serve notice of the claims bar date; (b) serve notice of objections to claims and required notices related pleading filed therewith; (c) serve other miscellaneous notices or pleadings to any entities, as the Debtor or the Court may deem necessary or appropriate for an orderly administration of this Chapter 11 case; and (d) after mailing of a particular notice, timely file with the Clerk's Office a certificate of declaration of service that includes a copy of the notice involved, a list of persons with addresses to whom the notice was mailed ant the date and manner of mailing. Rust Omni will be paid at these hourly rates: Clerical Support $22.50-$40.50 Project Specialists $51.75-$67.50 Project Supervisors $67.50-$85.50 Consultants $85.50-$112.50 Technology/Programming $90.00-$141.75 Senior Consultants $126.00-$157.50 Rust Omni will also be reimbursed for reasonable out-of-pocket expenses incurred. Brian L. Osborne, president 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: Brian L. Osborne RUST CONSULTING OMNI BANKRUPTCY 5955 Desoto Avenue, Ste 100 Woodland Hills, CA 91367 Tel: (818) 906-8300 Fax: (818) 783-2737 About Hot Dog On A Stick Established in 1946 in Southern California, Hot Dog On A Stick -- http://www.hotdogonastick.com-- is known for its fair-inspired menu of corn dogs, lemonades, and a sampling of other menu items such as cheese on a stick, hot dog in a bun, fries, and funnel cake sticks. HDOS is owned by its employees. HDOS Enterprises sought protection under Chapter 11 of the Bankruptcy Code on Feb. 3, 2014 (Case No. 14-12028, Bankr. C.D. Cal.). The case is assigned to Judge Neil W. Bason. The Debtor's counsel is represented by Jerome Bennett Friedman, Esq., Stephen F. Biegenzahn, Esq. -- sbiegenzahn@jbflawfirm.com -- and Michael D. Sobkowiak, Esq. -- msobkowiak@jbflawfirm.com -- at FRIEDMAN LAW GROUP, P.C., in Los Angeles, California. The petition was signed by Dan Smith, president and CEO. The U.S. Trustee has appointed three members to an official committee of unsecured creditors. The Committee proposes to retain Pachulski Stang Ziehl & Jones LLP, in Los Angeles, California, as counsel. HDOS ENTERPRISES: Creditors' Panel Taps Pachulski Stang as Counsel ------------------------------------------------------------------ The Official Committee of Unsecured Creditors of HDOS Enterprises seeks permission from the U.S. Bankruptcy Court for the Central District of California to retain Pachulski Stang Ziehl & Jones LLP as counsel to the Committee, nunc pro tunc to Feb. 20, 2014. The Committee requires Pachulski Stang to: (a) assist, advise and represent the Committee in its consultations with the Debtor regarding the administration of this Case; (b) assist, advise and represent the Committee in analyzing the Debtor's assets and liabilities, participating in and reviewing any proposed asset sales, any asset dispositions, and financing arrangements or proceedings; (c) assist, advise and represent the Committee in any manner relevant to reviewing and determining the Debtor's rights and obligations under leases and other executory contracts; (d) assist, advise and represent the Committee in investigating the acts, conduct, assets and liabilities of the Debtor and the Debtor's financial condition, business operations and any other matters relevant to this Case or to the formulation of a plan; (e) assist, advise and represent the Committee in its participation in the negotiation, formulation and drafting of a plan of liquidation or reorganization; (f) provide advice to the Committee on the issues concerning the appointment of a trustee or examiner under Section 1104 of the Bankruptcy Code; (g) assist, advise and represent the Committee in the performance of all of its duties and powers under the Bankruptcy Code and the Bankruptcy Rules and in the performance of such other services as are in the interests of those represented by the Committee; (h) assist, advise and represent the Committee in the evaluation of claims and on any litigation matters; and (i) assist, advise and represent the Committee regarding such other matters and issues as may be necessary or requested by the Committee. Pachulski Stang will be paid at these hourly rates: Jeffrey N. Pomerantz $875 Jeffrey W. Dulberg $695 Paralegal $295 Pachulski Stang will also be reimbursed for reasonable out-of- pocket expenses incurred. Jeffrey W. Dulberg, partner of Pachulski Stang, 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. Pachulski Stang can be reached at: Jeffrey W. Dulberg, Esq. PACHULSKI STANG ZIEHL & JONES LLP 10100 Santa Monica Blvd., 13th Floor Los Angeles, CA 90067 Tel: (310) 277-6910 Fax: (310) 201-0760 E-mail: jdulberg@pszjlaw.com About Hot Dog On A Stick Established in 1946 in Southern California, Hot Dog On A Stick -- http://www.hotdogonastick.com-- is known for its fair-inspired menu of corn dogs, lemonades, and a sampling of other menu items such as cheese on a stick, hot dog in a bun, fries, and funnel cake sticks. HDOS is owned by its employees. HDOS Enterprises sought protection under Chapter 11 of the Bankruptcy Code on Feb. 3, 2014 (Case No. 14-12028, Bankr. C.D. Cal.). The case is assigned to Judge Neil W. Bason. The Debtor's counsel is represented by Jerome Bennett Friedman, Esq., Stephen F. Biegenzahn, Esq. -- sbiegenzahn@jbflawfirm.com -- and Michael D. Sobkowiak, Esq. -- msobkowiak@jbflawfirm.com -- at FRIEDMAN LAW GROUP, P.C., in Los Angeles, California. The petition was signed by Dan Smith, president and CEO. The U.S. Trustee has appointed three members to an official committee of unsecured creditors. The Committee proposes to retain Pachulski Stang Ziehl & Jones LLP, in Los Angeles, California, as counsel. H.J. HEINZ: Fitch Affirms 'BB-' Issuer Default Rating ----------------------------------------------------- Fitch Ratings has affirmed the following ratings of the H.J. Heinz Company (Heinz) and its related entities as follows. Hawk Acquisition Holding Corp. (Parent) -- Long-term Issuer Default Rating (IDR) at 'BB-'. H.J. Heinz Co. (Heinz) -- Long-term IDR at 'BB-'; -- 1st lien secured credit facilities at 'BB+'; -- 2nd lien secured notes at 'BB'; -- Senior unsecured notes at 'BB-'. H.J. Heinz Finance Co. -- Long-term IDR at 'BB-'; -- Senior unsecured notes at 'BB-'. H.J. Heinz Finance UK Plc. -- Long-term IDR at 'BB-'; -- 2nd lien secured notes at 'BB'. The Rating Outlook is Stable. KEY RATING DRIVERS: Highly Leveraged after Buyout: The ratings balance Heinz's highly leveraged capital structure after its $28.75 billion buyout by Berkshire Hathaway Inc. (Berkshire) and 3G Special Situations Fund III, L.P. (3G Capital) on June 7, 2013, with its relatively low business risk as a global packaged food company. Fitch estimates Heinz's leverage (operating EBITDA/total debt with equity credit) was almost 9 times (x) for calendar 2013, which is very high for the current rating. However, Fitch expects leverage to decline to near 7x by the end of 2015 with significant EBITDA growth and moderate pay down on the company's $18.7 billion in debt (including Fitch's 50% equity credit for $8 billion preferred stock, see details below). Strong Owner/Operators: The ratings incorporate significant qualitative benefits from the company's owners both for their financial strength and operating track records. 3G Capital has a proven ability to increase operating profitability substantially and rapidly deleverage acquired firms such as Burger King Worldwide, Inc. (Fitch IDR 'B+') and Anheuser Busch InBev NV/SA (Fitch IDR 'A'). Fitch believes 3G Capital can achieve similar results at Heinz in terms of margin expansion and deleveraging. 3G Capital and Berkshire each appointed three board members, including Warren Buffett and Jorge Paulo Lemann. These positive factors are slightly offset by potential short-term disruption from substantial management overhaul and restructuring after the transaction closed. Preferred Stock Provides Flexibility: Integrated into the ratings is Fitch's treatment of the $8 billion 9% cumulative perpetual preferred stock (preferred) held by Berkshire. Fitch classifies 50% of the principal as equity and 50% as debt. Heinz assigns the preferred stock 100% equity credit which equates to approximately 7.0x gross leverage for the calendar year ended Dec. 31, 2013. Fitch views the flexibility to defer the $720 million annual dividend as part of its rationale for assigning 50% equity credit and a lever to pull should there be unanticipated deterioration in cash flow and/or liquidity concerns. However, the preferred dividends are cumulative. Heinz has the ability to call the preferreds after three years from issuance. Growing FCF: Fitch estimates that FCF (after the preferred dividend and capital expenditures) was negative for the 2013 calendar year due to significant merger restructuring, and other nonrecurring cash charges. FCF should become positive in 2014 and improve over the next several years as one-time charges substantially dissipate by 2015 and EBITDA grows at least by a mid-single digit percentage annually as cost savings ramp up above initial targets. Fitch anticipates that Heinz can generate approximately $500 million combined FCF over the next two years and accelerating FCF thereafter. Fitch also estimates that top line organic growth will improve from recent very low single digit levels, as emerging markets exposure expands and more than offsets sluggishness in developed markets. Substantial Size and Global Diversification: The ratings incorporate Heinz's product and geographic diversification, as well as its leading market share positions in major product categories. Ketchup and sauces represented 47% of fiscal 2013 sales while meals and snacks represented 37%, infant nutrition represented 10% and other products comprised the remaining 6%. Heinz generates two-thirds of its sales outside the U.S., with emerging markets making up nearly 25% of the firm's approximately $11.4 billion annual revenue. Top line weakness in North America, particularly in frozen nutritional meals, and in parts of Europe, remain a concern for Fitch. Liquidity, Maturities, Covenants, and Collateral: Ample Liquidity: Liquidity and on-going financial flexibility are expected to remain adequate despite a considerable increase in leverage as a result of the buyout. Liquidity totals $4.5 billion, including Heinz's $2 billion undrawn revolver and $2.5 billion in cash and cash equivalents at Dec. 31, 2013. Fitch believes Heinz is likely to maintain its high liquidity. Modest Near-Term Maturities: Maturities are modest through 2018, primarily consisting of term loan amortizations of $95 million annually. The term loan agreement has an excess cash flow payment requirement, likely to be 50% in the near term based on leverage, but may decline to 25% upon improvement in that metric. Excess cash flow payments should lead to higher debt reduction as cash flow grows. Term loans totaling $9.5 billion and $3.1 billion notes from acquisition financing, as noted above, are due in 2019 and 2020. There is also approximately $2.2 billion of outstanding debt from prior to the transaction, primarily long dated maturities of 2028 or beyond. This legacy debt is senior unsecured except for GPB125 million notes due in 2030 at H.J. Finance UK Plc that became 2nd lien secured at the transaction closing. Collateral and Covenant: Heinz's debt has one financial covenant, which is only tested if more than $50 million is drawn on the revolver at quarter end. This first lien net leverage ratio nets out up to $2 billion cash. Fitch estimates approximately 30% covenant cushion will be available in 2014. The first-priority debt is secured by a perfected first-priority security interest in substantially all tangible and intangible property with carve-outs that include Principal Property as defined by indentures governing rollover notes. Based on Fitch's interpretation this includes the gross book value of certain manufacturing, processing plants or warehouses located in the U.S. Fitch views the value of the collateral as meaningful as it is substantially based on the value of Heinz's trademarks, which include namesake Heinz, Ore-Ida, and Smart Ones. Collateral for junior-lien debt includes a second- priority security interest in assets securing the first-priority debt. RATING SENSITIVITIES: Upgrade Not Anticipated: An upgrade of Heinz's ratings is not anticipated in the near term. However, realization of cost savings, faster-than-anticipated deleveraging, accelerated top- line growth and growing FCF would be viewed positively, making upward migration of the ratings possible in the intermediate term. Downgrade on Lack of Deleveraging: A negative rating action could occur if deleveraging is materially slower than Fitch expects such that Fitch would anticipate total debt with equity credit (50% equity credit for preferred stock) to operating EBITDA will be materially above 7.5x at the end of 2014 and accelerating deleveraging is not likely. Weak organic top line growth or declines, lack of significant margin expansion, or increased debt levels could trigger adverse rating actions. The inability to generate FCF or sustained loss of market share in core product categories would also be viewed negatively. HOYT TRANSPORTATION: Greenberg Okayed as Litigation Counsel ----------------------------------------------------------- The Bankruptcy Court authorized Hoyt Transportation Corp. to employ the law firm of Greenberg Traurig, LLP as special litigation counsel. As reported in the Troubled Company Reporter on Feb. 7, 2014, Greenberg Traurig has been representing the Debtor and its co- plaintiff, Careful Bus Service, Inc., in connection with a hybrid Article 78 and Declaratory Judgment action pending before the Hon. Peter Moulton in the New York Supreme Court under Index No. 100741/2013. In light of the prior services rendered by Greenberg Traurig, and its familiarity with the Litigation, the Debtor desires to continue the retention of Greenberg Traurig as special counsel. Greenberg Traurig will be paid at these hourly rates: Michel A. Berlin $643.50 Diana M. Dellamere $297 Daniel Friedman $292.50 Jerrold F. Goldberg $769.50 Robert M. Harding $792 Jeffrey D. Mamorsky $796.50 John L. Mascialino $500 Daniel R. Milstein $526.50 Adam W. Silverman $210 William C. Silverman $666 Steven Sinatra $666 Greenberg Traurig will also be reimbursed for reasonable out-of- pocket expenses incurred. The Debtor and Careful Bus agreed that Careful Bus would be responsible for no more than $35,000 in Greenberg Traurig's fees and expenses and that the Debtor would be responsible for the balance, in recognition that the Debtor's claims against the City was substantially larger than Careful Bus'. Upon information and belief, Careful Bus has been invoiced for the $35,000 for which it is responsible. Greenberg Traurig subsequently received $19,000 of such invoiced amount directly from Careful Bus. Greenberg previously represented the Debtor in connection with the Debtor's prior contract with the City, and provided counsel relating to the Debtor's pension liability and union issues. As of filing of the Chapter 11 case, the Debtor owed fees to Greenberg in connection with that representation as well as for the Litigation. Although, Greenberg Traurig is a pre-petition creditor of the Debtor, the Debtor is advised by Greenberg Traurig that it represents and holds no interest adverse to the Debtor. John Mascialino, shareholder of Greenberg Traurig, 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. About Hoyt Transportation Brooklyn, New York-based Hoyt Transportation Corp. filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 13-44299) on July 13, 2013, estimating at least $10 million in assets and liabilities. The Debtor is represented by Kevin J. Nash, Esq., at Goldberg Weprin Finkel Goldstein LLP. Brooklyn-based Hoyt specializes in transportation for children with disabilities. Hoyt operated 350 buses until the contract with the Department of Education expired. HOYT TRANSPORTATION: Has Until May 13 to File Chapter 11 Plan ------------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of New York extended Hoyt Transportation Corp.'s exclusive periods to file a chapter 11 plan until May 13, 2014, and solicit acceptances for that plan until July 14. The Debtor, in its second motion for exclusivity extension, said that it does not expect any creditor to file a competing plan, but out of an abundance of caution, it sought for exclusivity extension so as maintain the status quo. In fact with the Debtor's resumption of active business operations, the Debtor expects to resolve the residual union related claims in relatively short order, so as to be in a position to dismiss the bankruptcy case with the support of the creditors. About Hoyt Transportation Brooklyn, New York-based Hoyt Transportation Corp. filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 13-44299) on July 13, 2013, estimating at least $10 million in assets and liabilities. The Debtor is represented by Kevin J. Nash, Esq., at Goldberg Weprin Finkel Goldstein LLP. Brooklyn-based Hoyt specializes in transportation for children with disabilities. Hoyt operated 350 buses until the contract with the Department of Education expired. IMAGES USA: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: International Marketing and Global Event Sponsorship, Inc. d/b/a IMAGES USA 1320 Ellsworth Industrial Blvd Building C Atlanta, GA 30318 Case No.: 14-55020 Chapter 11 Petition Date: March 11, 2014 Court: United States Bankruptcy Court Northern District of Georgia (Atlanta) Judge: Hon. Barbara Ellis-Monro Debtor's Counsel: Tyler W. Henderson, Esq. JONES & WALDEN, LLC 21 Eighth Street Atlanta, GA 30309 Tel: (404) 564-9300 Fax: (404) 564-9301 Email: thenderson@joneswalden.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Robert McNeil, Jr., CEO and president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/ganb14-55020.pdf INFUSYSTEM HOLDINGS: To Issue Q4 Financial Results on March 11 -------------------------------------------------------------- InfuSystem Holdings, Inc., will issue results for the fourth quarter of 2013 on Tuesday, March 11, 2014, prior to the market open. The Company will also conduct a conference call for investors on Tuesday, March 11, 2014, at 9:00 a.m. Eastern Time to discuss fourth quarter performance and results. To participate in this call, please dial in toll-free 1-800-446-1671 and use the confirmation number 36762236. A replay of the call will be available via the Company's Web site for 90 days following the call at http://www.infusystem.com. About InfuSystem Holdings InfuSystem Holdings, Inc., operates through operating subsidiaries, including InfuSystem, Inc., and First Biomedical, Inc. InfuSystem provides infusion pumps and related services. InfuSystem provides services to hospitals, oncology practices and facilities and other alternate site healthcare providers. Headquartered in Madison Heights, Michigan, InfuSystem delivers local, field-based customer support, and also operates pump service and repair Centers of Excellence in Michigan, Kansas, California, and Ontario, Canada. Infusystem Holdings disclosed a net loss of $1.48 million in 2012, a net loss of $45.44 million in 2011 and a net loss of $1.85 million in 2010. The Company's balance sheet at Sept. 30, 2013, showed $76.39 million in total assets, $34.77 million in total liabilities and $41.62 million in total stockholders' equity. INNOVATIVE COMMUNICATION: North Shore Appeal Tossed --------------------------------------------------- Judge Curtis Gomez of the U.S. District Court, District of Virgin Islands, Division of St. Thomas and St. John, dismissed an appeal taken by North Shore Real Estate Corporation from a Jan. 15, 2013, "Order Denying Motion for Reconsideration Of The Default Judgment," issued by the U.S. Bankruptcy Court for the District of the Virgin Islands, in the Chapter 11 case of Innovative Communication Corporation. Judge Gomez said North Shore's appeal is dismissed for failure to prosecute. North Shore failed to fully comply with the Court's Scheduling Order, which required it to file a brief. The case before the District Court is, NORTH SHORE REAL ESTATE CORP., Appellant, v. JAMES P. CARROLL, LIQUIDATION TRUSTEE OF THE LIQUIDATION TRUST FOR THE BANKRUPTCY ESTATES OF INNOVATIVE COMMUNICATION COMPANY, LLC, EMERGING COMMUNICATIONS, INC., AND INNOVATIVE COMMUNICATION CORP. Appellee, Civil No. 2013-09 (D.V.I.). A copy of the District Court's March 6, 2014 Order is available at http://is.gd/ZgHGNzfrom Leagle.com. Jeffrey B.C. Moorehead, Esq., at Jeffrey B.C. Moorehead, P.C., in St. Croix, U.S.V.I., represents North Shore Real Estate Corp. Benjamin A. Currence, Esq., at Law Offices of Benjamin A. Currence, in St. Thomas, U.S.V.I., represents James P. Carroll, Liquidation Trustee. JARDEN CORP: $600MM Notes Offering No Impact on Moody's 'Ba3' CFR ----------------------------------------------------------------- Moody's said Jarden Corporation's ("Jarden" Ba3 stable) announcement that it launched a $600 million convertible note offering with $250 million of the proceeds used to repurchase shares is credit negative, but does not affect its Ba3 Corporate Family Rating or stable rating outlook. The principal methodology used in rating Jarden was the Global Consumer Durables methodology published in October 2010. Jarden operates in three primary business segments through a number of well recognized brands, including: Outdoor Solutions: Abu Garcia, Aero, Berkley, Campingaz and Coleman, ExOfficio, Fenwick, Gulp, Invicta, K2, Marker, Marmot, Mitchell, Penn, Rawlings, Shakespeare, Stearns, Stren, Trilene, Volkl and Zoot; Consumer Solutions: Bionaire, Breville, Crock-Pot, FoodSaver, Health o meter, Holmes, Mr. Coffee, Oster, Patton, Rival, Seal-a- Meal, Sunbeam, VillaWare and White Mountain; and Branded Consumables: Ball, Bee, Bernardin, Bicycle, Billy Boy, Crawford, Diamond, Dicon, Fiona, First Alert, First Essentials, Hoyle, Kerr, Lehigh, Lifoam, Lillo, Loew Cornell, Mapa, NUK, Pine Mountain, Quickie, Spontex, Tigex and Yankee Candle. The company had pro froma net sales of approximately $8 billion for the year ended December 31, 2013. JARDEN CORP: S&P Rates New $600MM Subordinated Notes 'BB-' ---------------------------------------------------------- Standard & Poor's Ratings Services assigned ratings to Rye, N.Y.- based diversified consumer products provider Jarden Corp.'s proposed $600 million senior subordinated convertible notes due 2034, issued under Rule 144A without registration rights. S&P rated the new subordinated notes 'BB-' (one notch below its 'BB' corporate credit rating on the company, per our criteria) with a recovery rating of '5', indicating expectations of modest (10% to 30%) recovery in the event of a payment default. Jarden has indicated that it will use the net proceeds from the proposed note offering for the repurchase of up to $250 million of common stock, with the remainder used for general corporate purposes and potential debt repayment. Jarden had $4.85 billion of debt outstanding as of Dec. 31, 2013. The 'BB' corporate credit rating on Jarden remains unchanged. S&P estimates the ratio of pro forma adjusted debt to EBITDA will increase to nearly 4.7x, from 4.1x before this transaction for the 12 months ended Dec. 31, 2013. The pro forma leverage ratio reflects the company's acquisition of The Yankee Candle Company in October 2013, and excludes potential debt reduction from transaction proceeds. "The ratings on Jarden reflect our assessment of its business risk profile as "satisfactory" and financial risk profile as "aggressive." The company's business risk assessment incorporates our view of the consumer durables industry's "low" risk and the company's "low" country risk, as the majority of Jarden's sales are in developed markets. Key credit factors in our business risk assessment include Jarden's diversified business portfolio, well- recognized brand names, good market positions in numerous household product categories, and participation in several highly competitive businesses. We considered Jarden's moderate leverage levels, strong liquidity, and active acquisition strategy in our financial risk assessment. We estimate that credit measures will remain within the indicative ratio ranges for an "aggressive" financial risk profile during the next 12 months, including leverage of 4x to 5x and a ratio of funds from operations to adjusted debt of 12% to 20%," S&P said. Ratings List Jarden Corp. Corporate credit rating BB/Stable/-- Ratings Assigned Jarden Corp. Subordinated $600 mil. convertible notes due 2034 BB- Recovery rating 5 JERRY'S NUGGET: Stipulation Withdrawing Trustee Motion Approved --------------------------------------------------------------- The Hon. Mike Nakagawa of the U.S. Bankruptcy Court for the District of Nevada approved a stipulation between Jerry's Nugget, Inc., et al., and U.S. Bank National Association regarding U.S. Bank's motion for appointment of Chapter 11 trustee, or in the alternative, an examiner. Pursuant to the stipulation: 1. the motion to appoint trustee is withdrawn without prejudice; and 2. the hearing scheduled for Feb. 10, 2014, was vacated. Jeanette E. McPherson, Esq., at Schwartzer & Mcpherson Law Firm, and Annette W. Jarvis, Esq., at Dorsey & Whitney LLP, on behalf of U.S. Bank, filed a motion for trustee appointment, and the Debtor has filed an opposition to the motion. About Jerry's Nugget and Spartan Gaming Jerry's Nugget Inc., operates Jerry's Nugget, a casino consisting of approximately 87,187 square feet of building area and 24,511 square fee of casino floor space with approximately 630 slot and video poker machines and 9 table games. Jerry's Nugget also contains a sports book, a keno area and a small live pit. Jerry's Nugget Inc. and affiliate Spartan Gaming LLC sought Chapter 11 protection (Bankr. D. Nev. Lead Case No. 12-19387) in Las Vegas, Vegas, on Aug. 13, 2012. Jerry's Nugget, owned by the Stamis family, has a 9.1-acre casino property in North Las Vegas. The property consists of 87,187 square feet of building area and 24,511 square feet of casino floor space, with 630 slot and video poker machines and 9 table games. Jerry's Nugget also contains a sports book, a keno area, and a small live pit. There are two restaurants the Uncle Angelo's Pizza Joint and Jerry's Famous Coffee shop as well as Uncle Angelo's Bakery, a locals' favorite. Net revenues totaled $22.5 million, including $15.3 million in gaming revenue, in the year ended Dec. 31, 2011. Spartan Gaming owns 12 parcels of real property in Nevada. Two of the parcels provide parking access for Jerry's Nugget. Judge Mike K. Nakagawa presides over the case. Gerald M. Gordon, Esq., at Gordon Silver represent the Debtors. Jerry's Nugget estimated assets and debts of $10 million to $50 million. Jerry's Nugget said its current going concern value is at least $8 million. Spartan Gaming estimated $1 million to $10 million in assets and debts. The petitions were signed by Jeremy Stamis, president. In its schedules, Jerry's Nugget disclosed $12,378,944 in assets and $10,771,442 in liabilities as of the Petition Date. The law firm of Dorsey & Whitney represents US Bank; Morris Law Group and H3 Law represent CRE; The Schwartz Law Firm represent The George Stamis Family Trust, George Stamis and Effie Stamis. The Debtors' Plan generally provides for the repayment of claims against the Debtors as: (i) Allowed Secured Claims will be paid in full with interest; (ii) Allowed Priority Claims will be paid in full with interests; (iii) Allowed Administrative Convenience Claims will be paid in full; and (iv) Allowed General Unsecured Claims will be paid their pro rata portion of $2,500,000, which will be funded by Debtors' ongoing operations and the $400,000 or greater contribution from the Stamis Trusts. Existing Equity Securities in JNI and Spartan Gaming will be canceled and 100 percent of the Reorganized Debtors' stock and membership issued to the Stamis Trusts. The Bankruptcy Court approved on June 28, 2013, the amended disclosure statement describing the Debtors' Joint Plan. The Court confirmed the Debtors' Third Amended Joint Plan of Reorganization on Oct. 28. The Debtors said the Plan's Effective Date was Nov. 26, and the Plan was substantially consummated on Dec. 19. JFL-NRC HOLDINGS: S&P Assigns 'B' CCR & Rates $162MM Debt 'B' ------------------------------------------------------------- At the same time, based on preliminary terms and conditions, S&P assigned a 'B' issue-level rating (the same as the corporate credit rating) and a recovery rating of '3' to the proposed $162 million first-lien senior secured facility. The borrower will be NRC US Holding Co. LLC. The '3' recovery rating indicates S&P's expectation of meaningful (50% to 70%) recovery in the event of payment default. The facility consists of a $15 million revolving credit facility due 2019 and a $147 million first-lien term loan due 2020. National Response Corp. plans to use the new credit facilities to finance the acquisitions and to refinance existing debt. "The ratings on National Response Corp. reflect our assessment of its business risk profile as 'weak' and its financial risk profile as 'highly leveraged,' according to our criteria," said Standard & Poor's credit analyst Pranay Sonalkar. This results in a preliminary rating outcome ("anchor") of 'b'. S&P has chosen the higher of two possible anchors because National Response Corp. is not as highly leveraged as most 'b-' rated peers. S&P assess its management and strategy as "fair". National Response Corp. is a provider of emergency response and environmental and industrial services primarily to the marine transportation, industrial, and oil and gas industries. The outlook is stable. S&P expects the company to successfully integrate the Sureclean and SRS acquisitions, maintain satisfactory operating profitability, and generate sufficient free cash flow to support a financial profile consistent with the ratings. S&P's expectations at the current rating include FFO to debt of at least 10% and adequate liquidity. S&P could lower the ratings if the company were to pursue additional debt-funded acquisitions or if challenges during the integration or loss of customers were to result in EBITDA margins declining by 300 basis points resulting in FFO to debt of below 10%. S&P could also lower the rating if the company's liquidity position were to deteriorate to less than adequate. S&P views an upgrade as unlikely given the company's current business risk profile and very aggressive financial policy. However, S&P could raise the ratings if the company were to integrate acquisitions successfully, increase its profitability, and maintain financial policies that would support an FFO to adjusted debt ratio of about 20% on a sustainable basis. KENNY G. ENTERPRISES: Avoidance of Postpetition Transfer Appealed ----------------------------------------------------------------- Central District of California Judge Otis D. Wright, II, granted Douglas Rotenberg and Tuong-Vy Ton leave to appeal a Bankruptcy Court decision denying the dismissal of their complaint with prejudice. After the Rotenbergs purchased a house for more than $3 million, Thomas H. Casey, the trustee for Kenney G. Enterprises, LLC's bankruptcy estate, filed suit against them to set aside the sale as fraudulent under California law. Mr. Casey asserted standing under 11 U.S.C. Sec. 544(b) -- a section which gives a bankruptcy trustee the ability to avoid certain transfers made by a debtor that are voidable under applicable law by an existing, unsecured creditor. The Rotenbergs moved to dismiss the complaint, arguing that Sec. 544(b) does not apply to transfers that occur after a debtor has filed for bankruptcy. After noting authority on both sides of the split, the bankruptcy court found that it could properly apply Sec. 544(b) to a postpetition transfer and denied the motion. Given the nationwide legal divide and importance of the interpretive issue to this action, the District Court granted the Rotenbergs' Motion for Leave to Appeal. Kenny G Enterprises, LLC, based in Irvine, Calif., filed for Chapter 11 bankruptcy (Bankr. C.D. Cal. Case No. 11-24750) in Santa Ana on Oct. 24, 2011. Perry Roshan-Zamir, Esq., at the Law Offices Of Perry Roshan-Zamir, served as counsel. In its petition, the Debtor did not declare estimated assets but said debts are between $1 million to $10 million. The petition was signed by Kenneth Gharib, managing member. At that time of the bankruptcy filing, the bankruptcy estate's property included the residence located at 10 Horseshoe Court, Hillsborough, California. On Nov. 14, 2012, the Debtor filed a reorganization plan. The Bankruptcy Court confirmed the plan on Jan. 3, 2013. Paragraph VII(a) of the plan, consistent with bankruptcy law, revested the Hillsborough property in the Debtor. Around March 22, 2013, the Rotenbergs purchased the Hillsborough property for $3,130,000. The Debtor did not seek judicial approval for the sale -- though the bankruptcy court concedes that none was required. At a hearing on Aug. 14, 2013, the bankruptcy court sua sponte converted the case to Chapter 7 bankruptcy. The court also issued an order restraining Kenneth Ghari, Steven Rashtabadi, Ken & Associates, Freedom Investments, and parties acting in concert with them from transferring any part of the $1.8 million proceeds from the Hillsborough property sale to anyone other than the Chapter 7 trustee. Despite the order, the $1.8 million is currently unaccounted for. Mr. Casey consequently filed suit against the Rotenbergs seeking to set aside the sale under California Civil Code section 3439.042 and take title to the property. He asserted standing to proceed on behalf of an existing, unsecured creditor under 11 U.S.C. Sec. 544(b). That subsection provides that, the trustee may avoid any transfer of an interest of the debtor in property or any obligation incurred by the debtor that is voidable under applicable law by a creditor holding an unsecured claim that is allowable under section 502 or that is not allowable only under section 502(e). The Rotenbergs moved to dismiss the complaint in the bankruptcy court, arguing that Sec. 544(b) only applies to prepetition transfers. The bankruptcy court disagreed and denied the motion with prejudice. The case before the District Court is, THOMAS H. CASEY, Plaintiff, v. DOUGLAS ROTENBERG; TUONG-VY TON, Defendants, Case No. 8:14-cv- 00246-ODW (C.D. Cal.). A copy of the District Court's March March 6, 2014 Order is available at http://is.gd/HPuU6Sfrom Leagle.com. KENTUCKIANA HEALTHCARE: Fails in Bid to Dismiss PRN Pharma Dispute ------------------------------------------------------------------ Senior District Judge Charles R. Simpson, III, in Louisville, Kentucky, ruled that: -- the motion of Kentuckiana Healthcare, LLC, for dismissal of all claims between PRN Pharmaceutical Services LP, Paramount Healthcare Management Group, LLC, Paramount of Indianapolis, and Omnicare, Inc. for lack of subject matter jurisdiction (10-03100-thf) is denied, and -- the motion of Kentuckiana Healthcare, LLC for a pretrial conference (12CV-705) is held in abeyance pending further District Court order. PRN PHARMACEUTICAL SERVICES, LP, Plaintiff, v. BROWNSBURG HEALTHCARE LLC, et al., Defendants, Civil Action No. 3:12CV-705-S, Adversary Proceeding No. 10-03100 (W.D. Ky.), seeks payment for goods and services provided to various Indiana nursing homes under a series of contracts. PRN sued the owners of the nursing homes and two management companies, one of whom is debtor Kentuckiana Healthcare, for payment of allegedly unpaid bills. The defendants counter- and cross-claimed under a variety of legal theories. The case began in Marion County, Indiana, Superior Court as a garden variety civil action. It was removed to the U.S. District Court for the Southern District of Indiana, and was remanded back to Marion County Superior Court for lack of diversity jurisdiction. It was then removed to the Bankruptcy Court for the Southern District of Indiana after Kentuckiana Healthcare and Paramount Healthcare Group, the parent company of the two of the Paramount defendants, filed petitions for Chapter 11 relief in the Bankruptcy Court for the Western District of Kentucky. The matter was then transferred to the Bankruptcy Court for the Western District of Kentucky, and became Adversary Proceeding No. 10-03100. PRN, Omnicare, and the Trustee for Kentuckiana then moved the District Court to withdraw the reference of this matter. The PHG Chapter 11 proceeding was dismissed prior to the court's order addressing subject matter jurisdiction. Kentuckiana argues that the claims by and against the Paramount defendants bear no relation to the bankruptcy proceeding. PRN and Omnicare contend there is a connection of the Paramount defendants to the Kentuckiana bankruptcy. However, the Paramount defendants and Kentuckiana have not asserted claims against each other. Further, Paramount of Indianapolis has not asserted an indemnity claim against Kentuckiana, as it apparently did not have a contract with Kentuckiana for the management of its Cambridge Manor facility. According to the District Court, facially, it appears that the claims between PRN and the Paramount defendants bear no relation to the Kentuckiana bankruptcy. However, PRN notes that the Trustee for the Kentuckiana bankruptcy estate recently filed an adversary proceeding against Frank and Linda Littriello, the Paramount defendants, and other non- defendant Paramount entities (No. 12-03084) raising allegations of fraud and conversion. Littriello was apparently the 100% owner of Kentuckiana and all of the various Paramount entities, and is accused of playing "hide the ball" with the companies' funds. The Trustee seeks to establish set-off rights, and avoid and recover preferences and fraudulent transfers on behalf of the Kentuckiana bankruptcy estate through this additional adversary proceeding. According to the District Court, pertinent here is the fact that the Trustee has alleged that "Kentuckiana Healthcare improperly paid Paramount Management $1,153,811.89 in fees that should have been paid to PRN Pharmaceutical, in violation of the agreements with [the facilities defendants], the Employee Leasing Agreement and the Amendment thereto." This claim mirrors, in many respects, PRN's claims against the Paramount defendants. Additionally, the Paramount defenants have counter-claimed for "overbilling" by Omnicare. "We find, therefore, that the outcome of the claims between PRN, Omnicare, and the Paramount defendants could conceivably have some kind of impact on the bankruptcy estate," the Court held. Judge Simpson granted the parties 14 days from the date of entry of the Court's order to show cause why his Memorandum Opinion and Order should not be entered as a final judgment and the matter remanded to the Marion County, Indiana, Superior Court. A copy of the District Court's March 7, 2014 Memorandum Opinion and Order is available at http://is.gd/DGIUpIfrom Leagle.com, Louisville, Kentucky-based Kentuckiana Healthcare LLC -- dba Brownsberg Healthcare Center, Castleton Healthcare Center and Plainfield Healthcare Center -- filed for Chapter 11 bankruptcy (Bankr. W.D. Ky. Case No. 10-34230) on Aug. 10, 2010, estimating under $10 million in both assets and debts. David M. Cantor, Esq., at Seiller Waterman LLC, served as counsel to the Debtor. A list of the Company's six largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/kywb10-34230.pdf The petition was signed by Frank Littriello Jr., member. Affiliate Paramount Healthcare Group Inc (Case No. 10-34229) also filed a Chapter 11 petition on Aug. 10, 2010. KORLEY B. SEARS: Directed to Pay Plaintiffs' Attorney Fees ---------------------------------------------------------- RHETT R. SEARS, et al., Plaintiffs, v. KORLEY B. SEARS, Defendant, No. 4:14-CV-3041 (D. Neb.), seeks to determine dischargeability of the defendant's debt. The plaintiffs, who are creditors of the defendant in his Chapter 11 bankruptcy proceeding, allege that he failed to disclose his interest in certain property that he had supposedly transferred but actually had retained. According to the plaintiffs, the defendant's actions warrant denial of a discharge pursuant to several subsections of 11 U.S.C The defendant claims that the District Court should withdraw the reference of the adversary proceeding to bankruptcy court pursuant to 28 U.S.C. Sec. 157(d). Nebraska District Judge John M. Gerrard reviewed the Report and Recommendation of the U.S. Bankruptcy Judge, the plaintiffs' motion for attorney fees, and the defendant's objection the report and recommendation. Judge Gerrard held that the objection is completely without merit. In a March 7, 2014 Memorandum and Order is available at http://is.gd/gr6pBqfrom Leagle.com, the Court overruled the objection, adopted the Report and Recommendation, denied the plaintiffs' Motion for Withdrawal of Reference (case no. 4:12-ap-4034), and granted the plaintiffs' motion for attorney fees in the amount of $2,510. About Korley Sears Ainsworth, Nebraska-based Korley B. Sears filed for Chapter 11 bankruptcy protection (Bankr. D. Neb. Case No. 10-40277) on Feb. 2, 2010. Jerrold L. Strasheim, Esq. -- jls@strasheimlaw.com -- in Omaha, Nebraska, assisted Mr. Sears in his its restructuring effort. He estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. LEAR CORP: Moody's Rates New $325MM Sr. Unsecured Notes 'Ba2' ------------------------------------------------------------- Moody's Investors Service assigned a Ba2 rating to Lear Corporation's new $325 million of senior unsecured notes. In a related action, Moody's affirmed Lear's Corporate Family Rating and existing senior unsecured notes at Ba2 and Speculative Grade Liquidity Rating at SGL-1. The rating outlook remains positive. The following rating was assigned: $325 million senior unsecured notes due 2024, at Ba2 (LGD4 60%). The following ratings were affirmed: Corporate Family Rating, at Ba2; Probability of Default Rating, at Ba2-PD; 7.875% Senior unsecured notes due 2018, at Ba2 (LGD4 60%), (this rating will be withdrawn upon repayment); 8.125% Senior unsecured notes due 2020, at Ba2 (LGD4 60%); 4.75% Senior unsecured notes due 2023, at Ba2 (LGD4 60%); Speculative Grade Liquidity Rating, at SGL-1. Ratings Rationale Lear announced that the net proceeds from the new note offering will be used to fund the previously announced election to redeem $280 million of its remaining outstanding 7.875% senior notes due 2018, and 10% ($35 million) of the original outstanding amount of its 8.125% senior notes due 2020, and general corporate purposes. Currently, $280 million in aggregate principal amount of the 2018 Notes and $280 million in aggregate principal amount of the 2020 Notes are outstanding. The transaction is expected to push out related debt maturities to 2024 from 2018 and reduce related interest costs. On January 17, 2014, Moody's affirmed Lear's Corporate Family Rating at Ba2 and changed the rating outlook to positive. The principal methodology used in this rating was the Global Automotive Supplier Industry published in May 2013. Other methodologies used include Loss Given Default for Speculative- Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Lear Corporation, headquartered in Southfield, MI, is one of the world's leading suppliers of automotive seating and electrical power management systems. The company had net sales of $16.3 billion for the fiscal year 2013. LEAR CORP: S&P Rates $325MM Sr. Unsecured Notes 'BB' ---------------------------------------------------- Standard & Poor's Ratings Services assigned its 'BB' issue-level rating and '5' recovery rating to Michigan-based Lear Corp.'s $325 million senior unsecured notes due in 2024. The '5' recovery rating indicates S&P's expectation that lenders will receive a modest recovery (10%-30%) in the event of a default. The notes are senior unsecured obligations that the company's subsidiary guarantors guarantee on an unsecured basis. In right of payment, the notes are subordinated to the company's existing and future secured debt and equal to all existing and future senior unsecured debt. The company plans to use the net proceeds of this offering to redeem the remaining principal on the notes due in 2018, to partially redeem the notes due in 2020, and for general corporate purposes. On Feb. 21, 2014, Lear announced that it would redeem its 7.875% notes due in 2018 in full and repurchase 10% of the original $350 million of its 8.125% notes due in 2020. The rating on Lear reflects S&P's assessment of the company's financial risk profile as "intermediate" and its business risk profile as "weak." The company is a Tier 1 supplier of seating systems and electrical power management systems for the global light-vehicle market. RATING LIST Lear Corp. Corporate credit rating BB+/Stable/-- New Rating Lear Corp. $325 million senior unsecured notes due in 2024 BB Recovery rating 5 LIME ENERGY: Seeks to Expand Programs with Current Clients ---------------------------------------------------------- Adam Procell, president and chief executive officer of Lime Energy Co., gave an interview to John Downey of the Charlotte Business Journal on Feb. 26, 2014. Mr. Downey agreed to keep the information in the interview confidential until 9:00 am Feb. 28, 2014. In that interview, Mr. Procell said that in 2014 the Company will be expanding its programs with all of its clients. "2013 was a breakout year for us. But it was a breakout year that included starting up five new programs. So there were a lot of costs in 2013 that we don't anticipate in 2014." He also talked about the challenges the Company is going through including the the investigation by the U.S. Securities and Exchange Commission regarding a Form 8-K disclosure filed with the SEC in June of 2012. He declined to divulge more details regarding the matter as the investigation is still ongoing. A full transcript of the interview is available for free at: http://is.gd/z9pV8A About Lime Energy Headquartered in Huntersville, North Carolina, Lime Energy Co. -- http://www.lime-energy.com-- is engaged in planning and delivering clean energy solutions that assist its clients in their energy efficiency and renewable energy goals. The Company's solutions include energy efficient lighting upgrades, energy efficient mechanical and electrical retrofit and upgrade services, water conservation, building weatherization, on-site generation and renewable energy project development and implementation. The Company provides energy solutions across a range of facilities, from high-rise office buildings, distribution facilities, manufacturing plants, retail sites, multi-tenant residential buildings, mixed use complexes, hospitals, colleges and universities, government sites to small, single tenant facilities. Lime Energy disclosed in regulatory filings in July 2013 it is in discussions with PNC Bank about entering into a forbearance agreement in which they would agree not to accelerate a loan for a period of time while the Company attempts to correct the gas flow issue and sell its landfill-gas facility. The bank is considering the Company's request. As of Sept. 30, 2013, the Company had $33.15 million in total assets, $26.70 million in total liabilities and $6.45 million in total stockholders' equity. For the nine months ended Sept. 30, 2013, the Company reported a net loss of $12.58 million. The Company incurred a net loss of $31.81 million in 2012 as compared with a net loss of $18.93 million in 2011. BDO USA, LLP, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company has suffered recurring losses and negative cash flow from operations that raise substantial doubt about its ability to continue as a going concern. LIZANATAY HOLDINGS: Voluntary Chapter 11 Case Summary ----------------------------------------------------- Debtor affiliates filing separate Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- Lizanatay Holdings, LLC 14-03216 55 N. Litchfield Road Goodyear, AZ 85338 Grand Valley Lizanatay, LLC 14-03219 dba dba La Quinta Inn & Suites 570 Raptor Road Fruita, CO 81521 Rawlins Lizanatay, L.L.C. 14-03221 14355 N. Pecos RD. Westminster, CO 80023 Arizona Linazatay, L.L.C. 14-03211 dba Best Western Goodyear Inn 55 North Litchfield Road Goodyear, AZ 85338 Chapter 11 Petition Date: March 11, 2014 Court: United States Bankruptcy Court District of Arizona (Phoenix) Judge: Hon. George B. Nielsen Jr. (14-03216) Hon. Sarah Sharer Curley (14-03219 and 14-03221) Hon. Eileen W. Hollowell (14-03211) Debtors' Counsel: Scott R. Goldberg, Esq. SCHIAN WALKER, P.L.C. 1850 North Central Avenue, #900 Phoenix, AZ 85004-4531 Tel: (602) 277-1501 Fax: (602) 297-9633 Email: ecfdocket@swazlaw.com Estimated Estimated Assets Liabilities ---------- ----------- Lizanatay Holdings $0-$50,000 $1MM-$10MM Grand Valley Lizanatay $1MM-$10MM $1MM-$10MM Rawlins Lizanatay, L.L.C. $1MM-$10MM $1MM-$10MM Arizona Linazatay, L.L.C. $1MM-$10MM $1MM-$10MM The petitions were signed by Timothy H. Shaffer, chief restructuring officer. The Debtors did not file a list of their largest unsecured creditors when they filed the petitions. LLS AMERICA: $35,000 Default Judgment Entered Against Paula Donald ------------------------------------------------------------------ District Judge Rosanna Malouf Peterson entered a default judgment against Paula Donald in the lawsuit filed against her by Bruce P. Kriegman, solely in his capacity as court-appointed Chapter 11 Trustee for LLS America, LLC. The judge held that, among others, monetary judgment in the amount of US$35,000 is entered against Ms. Donald, and transfers in the amount of US$35,000 made to Ms. Donald within four years prior to LLS America's bankruptcy filing are avoided. The case is, BRUCE P. KRIEGMAN, solely in his capacity as court- appointed Chapter 11 Trustee for LLS America, LLC, Plaintiff, v. MATTHEW BOWOLIN, et al., Defendants, No. CV-13-416-RMP (E.D. Wash.). A copy of the Court's March 6, 2014 order is available at http://is.gd/iXuVZifrom Leagle.com. About Little Loan Shoppe LLS America LLC, doing business as Little Loan Shoppe, operated an online payday loan business. Affiliate Team Spirit America provided the manpower, management and equipment for Little Loan Shoppe. The companies are among a multitude of Canadian and American business entities owned and operated by Doris E. Nelson, a/k/a Dee Nelson, a/k/a Dee Foster. Investors claimed Ms. Nelson operated a Ponzi scheme. Ms. Nelson allegedly told investors they could earn as much as 60% on money her companies used to make payday loans to consumers. American and Canadian investors bought notes worth US$29 million and another C$26,000,000. However, the investors received no payments after March 2009. One investor group placed a related company, LLS-A LLC, into bankruptcy in July 10, 2009. LLS America LLC filed for bankruptcy (Bankr. D. Nev. Case No. 09-23021) on July 21, 2009, before Judge Linda B. Riegle. Gregory E. Garman, Esq., at Gordon Silver, served as the Debtor's counsel. In its petition, the Debtor disclosed $2,661,584 in assets and $24,013,837 in debts. The petition was signed by Ralph Gamble, CEO of the Company. The case was subsequently moved to Washington state (Bankr. E.D. Wash. Case No. 09-06194). Charles Hall was appointed as examiner in the case. LLS AMERICA: Wins $19,100 Judgment Against Rebecca Piatt -------------------------------------------------------- Chief District Judge Rosanna Malouf Peterson ruled that Bruce P. Kriegman, solely in his capacity as court-appointed Chapter 11 Trustee for LLS America, LLC, will have a judgment against Rebecca Piatt, as follows: 1. Monetary Judgment in the amount of US$19,100.35; 2. Transfers in the amount of US$19,100.35 made to Rebecca Piatt within four years prior to the Petition Filing Date are avoided. The case is, BRUCE P. KRIEGMAN, solely in his capacity as court- appointed Chapter 11 Trustee for LLS America, LLC, Plaintiff, v. CONNIE KONSULIS, et al., Defendants, No. CV-11-365-RMP (E.D. Wash.). A copy of the Court's March 6, 2014 Judgment is available at http://is.gd/5WMZYUfrom Leagle.com. About Little Loan Shoppe LLS America LLC, doing business as Little Loan Shoppe, operated an online payday loan business. Affiliate Team Spirit America provided the manpower, management and equipment for Little Loan Shoppe. The companies are among a multitude of Canadian and American business entities owned and operated by Doris E. Nelson, a/k/a Dee Nelson, a/k/a Dee Foster. Investors claimed Ms. Nelson operated a Ponzi scheme. Ms. Nelson allegedly told investors they could earn as much as 60% on money her companies used to make payday loans to consumers. American and Canadian investors bought notes worth US$29 million and another C$26,000,000. However, the investors received no payments after March 2009. One investor group placed a related company, LLS-A LLC, into bankruptcy in July 10, 2009. LLS America LLC filed for bankruptcy (Bankr. D. Nev. Case No. 09-23021) on July 21, 2009, before Judge Linda B. Riegle. Gregory E. Garman, Esq., at Gordon Silver, served as the Debtor's counsel. In its petition, the Debtor disclosed $2,661,584 in assets and $24,013,837 in debts. The petition was signed by Ralph Gamble, CEO of the Company. The case was subsequently moved to Washington state (Bankr. E.D. Wash. Case No. 09-06194). Charles Hall was appointed as examiner in the case. LLS AMERICA: David Wares, et al Received $171,473 From Estate ------------------------------------------------------------- In the case, BRUCE P. KRIEGMAN, solely in his Adv. Proc. capacity as court-appointed Chapter 11 Trustee for LLS America, LLC, Plaintiff, v. DAVID WARES, et al, Defendants, No. CV-12-437-RMP (E.D. Wash.), District Judge Rosanna Malouf Peterson adopted a Report and Recommendation from the Bankruptcy Court, which recommends that the Plaintiff's Motion for Partial Summary Judgment be granted. The Plaintiff seeks partial summary judgment concluding that the Defendants invested $161,232.60 and received $171,473.47 in LLS America. The Defendants never responded to the Plaintiff's requests for admission which asserted those amounts. A copy of the March 5, 2014 ORDER ADOPTING REPORT AND RECOMMENDATION RE PARTIAL SUMMARY JUDGMENT is available at http://is.gd/zgdgKKfrom Leagle.com. About Little Loan Shoppe LLS America LLC, doing business as Little Loan Shoppe, operated an online payday loan business. Affiliate Team Spirit America provided the manpower, management and equipment for Little Loan Shoppe. The companies are among a multitude of Canadian and American business entities owned and operated by Doris E. Nelson, a/k/a Dee Nelson, a/k/a Dee Foster. Investors claimed Ms. Nelson operated a Ponzi scheme. Ms. Nelson allegedly told investors they could earn as much as 60% on money her companies used to make payday loans to consumers. American and Canadian investors bought notes worth US$29 million and another C$26,000,000. However, the investors received no payments after March 2009. One investor group placed a related company, LLS-A LLC, into bankruptcy in July 10, 2009. LLS America LLC filed for bankruptcy (Bankr. D. Nev. Case No. 09-23021) on July 21, 2009, before Judge Linda B. Riegle. Gregory E. Garman, Esq., at Gordon Silver, served as the Debtor's counsel. In its petition, the Debtor disclosed $2,661,584 in assets and $24,013,837 in debts. The petition was signed by Ralph Gamble, CEO of the Company. The case was subsequently moved to Washington state (Bankr. E.D. Wash. Case No. 09-06194). Charles Hall was appointed as examiner in the case. LONGVIEW POWER: Settlement With Foster Wheeler Approved ------------------------------------------------------- Judge Brendan Linehan Shannon of the U.S. Bankruptcy Court for the District of Delaware approved the settlement between Longview Power, LLC, et al., and Foster Wheeler North America Corp. over the objections of Siemens Energy, Inc., and Kvaerner North American Construction Inc. As previously reported by The Troubled Company Reporter, the settlement requires Foster Wheeler to perform rehabilitation work with respect to a coal-fire boiler. Foster Wheeler will not receive any payment or compensation from Longview for the completion of the Rehabilitation Work but any Rehabilitation Work performed by Foster Wheeler before the effective date of the Plan of Reorganization will have (a) an Allowed Administrative Expense priority under Section 503(b) of the Bankruptcy Code -- which claim will be junior to Longview's DIP financing -- and (b) all protections provided for Sections 364(b) and (e) of the Bankruptcy Code. According to Bill Rochelle, the bankruptcy columnist for Bloomberg News, Longview estimated the cost would be $50 million to fix the 700 megawatt coal-fired power plant in Maidsville, West Virginia, so it would operate at capacity. In addition to fixing the plant, Foster Wheeler is waiving almost $17 million in claims it filed, including $14.8 million in mechanics' liens. Longview in return will waive its claims against Foster Wheeler. The settlement also provides that Longview will assign to Foster Wheeler, the following claims arising under Longview's contracts with Kvaerner and Siemens: (i) the price to perform the Rehabilitation Work that is the responsibility of Siemens and/or Kvaerner, and (ii) the claims Longview is entitled to assert against Siemens and/or Kvaerner, the two other main contractors of the Plant, arising from the claims Foster Wheeler has asserted against Longview arising from the Boiler Agreement, to the extent that Foster Wheeler is not entitled to directly assert those claims against Kvaerner and/or Siemens without the assignment. Siemens said it does not object to Foster Wheeler addressing alleged boiler defects at Longview's power generation facility. Siemens, however, objects to the extent the Debtors seek to grant Foster Wheeler an allowed administrative expense claim for rehabilitation work on the boiler where (a) the Debtors' motion provides no information as to the related costs Foster Wheeler has incurred to date or the estimated costs for such work going forward, (b) the amount of the claim is unknown and unlimited, and (c) if the settlement is approved, the administrative claim will not be subject to any further review as to whether the costs incurred are actual and necessary costs of preserving Longview's estate. Kvaerner filed its objection under seal. In response to the objections, the Debtors maintained that one of the two major goals of their cases -- and the first step in successfully exiting Chapter 11 -- is to fix the Plant. The settlement, the Debtors argued, put a stop to months of extensive litigation with Foster Wheeler, Siemens and Kvaerner, and provides the means to effectuate the first and most significant step in the Debtors' successful reorganization -- fixing the Plant. Notably, the Settlement ensures that the repairs will be performed by Foster Wheeler -- who, in the business judgment of the Debtors and the Backstoppers, is the best party to fix the boiler. The Backstoppers, who (a) are holders of allowed senior secured claims constituting approximately 65% of the Debtors' $1 billion in prepetition senior secured debt claims, (b) committed to backstop up to $150,000,000 in DIP and exit financing necessary to fund these chapter 11 cases and the Debtors' business operations after emergence from chapter 11, and (c) have agreed to support a plan of reorganization that equitizes their senior secured debt, told the Court that they fully support approval of the settlement with Foster Wheeler, recognizing that Foster Wheeler is the entity best situated to conduct the Plant repair work. Foster Wheeler joined in the Debtors' arguments and maintained that the settlement satisfies the requirements of Rule 9019 of the Federal Rules of Bankruptcy Procedure. Foster Wheeler pointed out that the settlement only impacts claims of Longview and Foster Wheeler, and leaves both Kvaerner and Siemens in the same, if not better position than they were previously. To resolve the objections of Siemens and Kvaerner, the Court ruled that any determination by the Court in connection with the claims estimation process will have no preclusive effect on Foster Wheeler, Siemens or Kvaerner. Nothing in the settlement will be deemed to constitute a waiver or release of any rights, arguments, claims, counterclaims, or defenses of Siemens and Kvaerner in and with respect to the arbitration, the estimation motion, the letters of credit or any insurance carriers. Mr. Rochelle said there is a glimmer of hope there will be settlement with Kvaerner and Siemens as they agreed to participate in at least 10 days of mediation together with the Debtors and the Backstoppers. Daniel J. DeFranceschi, Esq., Paul N. Heath, Esq., Zachary I. Shapiro, Esq., and Marisa A. Terranova, Esq., at RICHARDS, LAYTON & FINGER, P.A., in Wilmington, Delaware, serve as the Debtors' counsel. Philip R. White, Esq., D. Farrington Yates, Esq., Scott E. Koerner, Esq., and David A. Pisciotta, Esq., at DENTONS US LLP, in New York, serve as the Debtors' special litigation counsel. Foster Wheeler is represented by William P. Bowden, Esq., and Karen B. Skomorucha Owens, Esq., at ASHBY & GEDDES, P.A., in Wilmington, Delaware; Lawrence A. Larose, Esq., Samuel S. Kohn, Esq., and Robert J. Gayda, Esq., at CHADBOURNE & PARKE LLP, in New York; and Ira Genberg, Esq., and Jason D. McLarry, Esq., at TROUTMAN SANDERS LLP, in Atlanta, Georgia. The Backstoppers are represented by Laura Davis Jones, Esq., and Colin R. Robinson, Esq., at PACHULSKI STANG ZIEHL & JONES LLP, in Wilmington, Delaware; and Ira Dizengoff, Esq., Sean E. O'Donnell, Esq., and Arik Preis, Esq., at AKIN GUMP STRAUSS HAUER & FELD LLP, in New York. Siemens is represented by Donald J. Detweiler, Esq., and John H. Schanne, II, Esq., at PEPPER HAMILTON LLP, in Wilmington, Delaware; Edward C. Dolan, Esq., and Robert B. Wolinsky, Esq., at HOGAN LOVELLS US LLP, in Washington, D.C.; and Daniel E. Gonzalez, Esq., Mark R. Cheskin, Esq., and Richard C. Lorenzo, Esq., at HOGAN LOVELLS US LLP, in Miami, Florida. Kvaerner is represented Eric Lopez Schnabel, Esq., Robert W. Mallard, Esq., and Alessandra Glorioso, Esq., at Dorsey & Whitney (Delaware) LLP, in Wilmington, Delaware; William G. Primps, Esq., Esq., and Eric Lopez Schnabel, Esq., at DORSEY & WHITNEY LLP, in New York; and Jocelyn L. Knoll, Esq., and Eric Ruzicka, Esq., at DORSEY & WHITNEY LLP, in Minneapolis, Minnesota. About Longview Power LLC Longview Power LLC is a special purpose entity created to construct, own, and operate a 695 MW supercritical pulverized coal-fired power plant located in Maidsville, West Virginia, just south of the Pennsylvania border and approximately 70 miles south of Pittsburgh. The project is owned 92% by First Reserve Corporation (First Reserve or sponsor), a private equity firm specializing in energy industry investments, through its affiliate GenPower Holdings (Delaware), L.P., and 8% by minority interests. Longview Power, LLC, filed a Chapter 11 (Bank. D. Del. Lead Case. 13-12211) on Aug. 30, 2013. The petitions were signed by Jeffery L. Keffer, the Company's chief executive officer, president, treasurer and secretary. The Debtor estimated assets and debts of more than $1 billion. Judge Brendan Linehan Shannon presides over the case. Kirkland & Ellis LLP and Richards, Layton & Finger, P.A., serve as the Debtors' counsel. Lazard Freres & Company LLC acts as the Debtors' investment bankers. Alvarez & Marsal North America, LLC, is the Debtors' restructuring advisors. Ernst & Young serves as the Debtors' accountants. The Debtors' claims agent is Donlin, Recano & Co. Inc. The Debtor disclosed assets of $1,717,906,595 plus undisclosed amounts and liabilities of $1,075,748,155 plus undisclosed amounts. Roberta A. DeAngelis, U.S. Trustee for Region 3, disclosed that as of September 11, 2013, a committee of unsecured creditors has not been appointed in the case due to insufficient response to the U.S. Trustee's communication/contact for service on the committee. LONGVIEW POWER: Plan Hearing Moved Sine Die to Allow Mediation -------------------------------------------------------------- Judge Brendan Linehan Shannon of the U.S. Bankruptcy Court for the District of Delaware issued an order to facilitate the mediation among the representatives of Longview Power, LLC, et al., the Backstoppers, Kvaerner North American Construction, Inc., Foster Wheeler North America Corp., and Siemens Energy, Inc. The mediation will be conducted before Kenneth Gibbs, Esq., and the Hon. Raymond T. Lyons on March 27 and 28, 2014, to be held in New York City. There will be an absolute mediation privilege, and all communications between or among the mediation parties and the mediators, which are directly related to or arising out of the mediation made before, during and after the mediation (i) will be governed by Rule 408 of the Federal Rules of Evidence, confidential, protected from disclosure, and will not constitute a waiver of any existing privileges and immunities, (ii) may not be disclosed to any third party for any reason, including without limitation any disclosure to the Court, and (iii) may not be used for any purpose other than the mediation. According to Bill Rochelle, the bankruptcy columnist for Bloomberg News, the hearing to consider confirmation of the Debtors' Joint Plan of Reorganization was postponed indefinitely, for lack of agreement with Siemens and Kvaerner, the two other contractors of the 700 megawatt coal-fired power plant in Maidsville, West Virginia. Mr. Rochelle said that, as written, the plan could be difficult if not impossible to implement because it is based on an assumption the claims by all contractors would be tossed out. As reported in the Troubled Company Reporter on Dec. 27, 2013, the Debtor won court permission to start polling creditors on a Chapter 11 restructuring that swaps more than $1 billion in debt for equity and provides money to fix its troubled plant. Once creditors cast their ballots, Longview will return to court to seek confirmation of the Chapter 11 exit plan, the report related. Under the plan, existing lenders have agreed to provide $150 million to fund emergence and repair the West Virginia plant. Under the Plan, general unsecured creditors owed an estimated $4.5 million will get a recovery of 5.5% to 22%. About Longview Power LLC Longview Power LLC is a special purpose entity created to construct, own, and operate a 695 MW supercritical pulverized coal-fired power plant located in Maidsville, West Virginia, just south of the Pennsylvania border and approximately 70 miles south of Pittsburgh. The project is owned 92% by First Reserve Corporation (First Reserve or sponsor), a private equity firm specializing in energy industry investments, through its affiliate GenPower Holdings (Delaware), L.P., and 8% by minority interests. Longview Power, LLC, filed a Chapter 11 (Bank. D. Del. Lead Case. 13-12211) on Aug. 30, 2013. The petitions were signed by Jeffery L. Keffer, the Company's chief executive officer, president, treasurer and secretary. The Debtor estimated assets and debts of more than $1 billion. Judge Brendan Linehan Shannon presides over the case. Kirkland & Ellis LLP and Richards, Layton & Finger, P.A., serve as the Debtors' counsel. Lazard Freres & Company LLC acts as the Debtors' investment bankers. Alvarez & Marsal North America, LLC, is the Debtors' restructuring advisors. Ernst & Young serves as the Debtors' accountants. The Debtors' claims agent is Donlin, Recano & Co. Inc. The Debtor disclosed assets of $1,717,906,595 plus undisclosed amounts and liabilities of $1,075,748,155 plus undisclosed amounts. Roberta A. DeAngelis, U.S. Trustee for Region 3, disclosed that as of September 11, 2013, a committee of unsecured creditors has not been appointed in the case due to insufficient response to the U.S. Trustee's communication/contact for service on the committee. M.D. CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: M.D. Construction Enterprises, II, Inc. 903 Franklin Street, Suite B Michigan City, IN 46360 Case No.: 14-30442 Chapter 11 Petition Date: March 11, 2014 Court: United States Bankruptcy Court Northern District of Indiana (South Bend Division) Judge: Hon. Harry C. Dees, Jr. Debtor's Counsel: Catherine Molnar-Boncela, Esq. GORDON E. GOUVEIA & ASSOCIATES 433 West 84th Drive Merrillville, IN 46410 Tel: (219) 736-6020 Email: geglaw@gouveia.comcastbiz.net Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Michael Doreski, president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/innb14-30442.pdf MARINA BIOTECH: To Swap Notes With 1.9 Million Common Shares ------------------------------------------------------------ Marina Biotech, Inc., and the holders of the secured promissory notes that that Company issued pursuant to that certain Note and Warrant Purchase Agreement, dated as of Feb. 10, 2012, among the Company, certain of its wholly-owned subsidiaries, and the purchasers, agreed that the Company would issue to the Purchasers, in exchange for the Notes, an aggregate of 1,959,389 shares of the Company's common stock, with each Share valued at $0.75. The Company issued the Shares in reliance on the exemption contained in Section 3(a)(9) of the Securities Act of 1933, as amended. About Marina Biotech Marina Biotech, Inc., headquartered in Bothell, Washington, is a biotechnology company focused on the discovery, development and commercialization of nucleic acid-based therapies utilizing gene silencing approaches such as RNA interference ("RNAi") and blocking messenger RNA ("mRNA") translation. The Company's goal is to improve human health through the development, either through its own efforts or those of its collaboration partners and licensees, of these nucleic acid-based therapeutics as well as the delivery technologies that together provide superior treatment options for patients. The Company has multiple proprietary technologies integrated into a broad nucleic acid-based drug discovery platform, with the capability to deliver novel nucleic acid-based therapeutics via systemic, local and oral administration to target a wide range of human diseases, based on the unique characteristics of the cells and organs involved in each disease. On June 1, 2012, the Company announced that, due to its financial condition, it had implemented a furlough of approximately 90% of its employees and ceased substantially all day-to-day operations. Since that time substantially all of the furloughed employees have been terminated. As of Sept. 30, 2012, the Company had approximately 11 remaining employees, including all of its executive officers, all of whom are either furloughed or working on reduced salary. As a result, since June 1, 2012, its internal research and development efforts have been minimal, pending receipt of adequate funding. KPMG LLP, in Seattle, expressed substantial doubt about Marina Biotech's ability to continue as a going concern following the 2011 financial results. The independent auditors noted that the Company has ceased substantially all day-to-day operations, including most research and development activities, has incurred recurring losses, has a working capital and accumulated deficit and has had recurring negative cash flows from operations. The Company reported a net loss of $29.42 million in 2011, compared with a net loss of $27.75 million in 2010. The Company's balance sheet at Sept. 30, 2012, showed $8.01 million in total assets, $10.36 million in total liabilities and a $2.35 million total stockholders' deficit. "The market value and the volatility of our stock price, as well as general market conditions and our current financial condition, could make it difficult for us to complete a financing or collaboration transaction on favorable terms, or at all. Any financing we obtain may further dilute the ownership interest of our current stockholders, which dilution could be substantial, or provide new stockholders with superior rights than those possessed by our current stockholders. If we are unable to obtain additional capital when required, and in the amounts required, we may be forced to modify, delay or abandon some or all of our programs, or to discontinue operations altogether. Additionally, any collaboration may require us to relinquish rights to our technologies. These factors, among others, raise substantial doubt about our ability to continue as a going concern." "Although we have ceased substantially all of our day-to-day operations and terminated substantially all of our employees, our cash and other sources of liquidity may only be sufficient to fund our limited operations until the end of 2012. We will require substantial additional funding in the immediate future to continue our operations. If additional capital is not available, we may have to curtail or cease operations, or take other actions that could adversely impact our shareholders," the Company said in its quarterly report for the period ended Sept. 30, 2012. MATTHIAS ENTERPRISES: Voluntary Chapter 11 Case Summary ------------------------------------------------------- Debtor affiliates filing separate Chapter 11 bankruptcy cases: Debtor Case No. ------ -------- Matthias Enterprises, LLC 14-03151 15396 N. 83rd Ave., Suite E Peoria, AZ 85381 Panda Medical Associates LLC 14-03152 15396 N. 83rd Ave., Suite E Peoria, AZ 85381 Chapter 11 Petition Date: March 11, 2014 Court: United States Bankruptcy Court District of Arizona (Phoenix) Judge: Hon. George B. Nielsen Jr. (14-03151) Hon. Eddward P. Ballinger Jr. (14-03152) Debtors' Counsel: D. Lamar Hawkins, Esq. AIKEN SCHENK HAWKINS & RICCIARDI, P.C. 2390 East Camelback Road, Suite 400 Phoenix, AZ 85016-3479 Tel: 602-248-8203 Fax: 602-248-8840 Email: dlh@ashrlaw.com Estimated Estimated Assets Liabilities ----------- ----------- Matthias Enterprises $1MM-$10MM $1MM-$10MM Panda Medical Associates $50K-$100K $1MM-$10MM The petitions were signed by Chioma N. Iweha, manager. The Debtors did not file a list of their largest unsecured creditors when they filed the petitions. MD RANGEL: Voluntary Chapter 11 Case Summary -------------------------------------------- Debtor: MD Rangel Franchise Enterprises, Ltd. 13350 Dallas Parkway, Suite 3690 Dallas, TX 75240 Case No.: 14-31245 Chapter 11 Petition Date: March 11, 2014 Court: United States Bankruptcy Court Northern District of Texas (Dallas) Judge: Hon. Harlin DeWayne Hale Debtor's Counsel: John E. Leslie, Esq. JOHN LESLIE PLLC 1216 Florida, Suite 140 Arlington, TX 76015 Tel: (817) 505-1291 Fax: (817) 505-1292 Email: arlingtonlaw@aol.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Mike Rangel, manager, MD Rangel GP, LLC, general partner. The Debtor did not file a list of its largest unsecured creditors when it filed the petition. MJC AMERICA: Tap Winston & Strawn as Special Litigation Counsel --------------------------------------------------------------- MJC America, Ltd., doing business as Soleus Air System, sought and obtained permission from the U.S. Bankruptcy Court to employ Winston & Strawn LLP as special litigation counsel. The Debtor attests that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. MJC America, Ltd., doing business as Soleus Air System -- http://www.soleusair.com/-- which sells Soleus-branded air conditioners and heaters in the U.S., filed for Chapter 11 bankruptcy protection (Bankr. C.D. Cal. Case No. 13-39097) in Los Angeles on Dec. 10, 2013. David A. Tilem ("TILEM") is the Debtor's general bankruptcy counsel. MJC disclosed $14.0 million in total assets and $15.9 million in liabilities in its schedules. Accounts receivable of $9.22 million and inventory of $4.12 million comprise most of the assets. East West Bank has a scheduled secured claim of $2.1 million on a line of credit, and Hong Kong Gree Electric Appliances Sales, Ltd., is owed $4.07 million, but only $288,000 is secured. MPH ACQUISITION: Moody's Assigns 'B2' Corporate Family Rating ------------------------------------------------------------- Moody's Investors Service assigned a B2 Corporate Family Rating (CFR) and B2-PD Probability of Default Rating to MPH Acquisition Holdings LLC ("MPH"), the indirect parent of MultiPlan, Inc. At the same time, Moody's assigned B1 (LGD 3, 33%) ratings to the company's proposed first lien senior secured credit facilities, including a $2.2 billion senior secured first lien term loan and a $75 million senior secured first lien revolving credit facility. Moody's also assigned a Caa1 (LGD 5, 87%) rating to the company's proposed $1.0 billion senior unsecured note offering. The proceeds from the senior secured term loan, senior unsecured notes, and contribution of common equity, will fund the acquisition of the company by Starr Investment Holdings and Partners Group from the current owners, Silver Lake and BC Partners, refinance existing debt, and pay transaction fees and expenses. The rating outlook is stable. All ratings are subject to review of final documentation. Moody's assigned the following ratings: Issuer: MPH Acquisition Holdings LLC Corporate Family Rating, B2 Probability of Default Rating, B2-PD $75 million senior secured first lien revolving credit facility, rated B1 (LGD 3, 33%) $2.2 billion senior secured first lien term loan, rated B1 (LGD 3, 33%) $1.0 billion senior unsecured notes, rated Caa1 (LGD 5, 87%) The rating outlook is stable. Moody's anticipates all of the corporate and instrument ratings at MPH Intermediate Holding Company 2 and MultiPlan, Inc. will be withdrawn upon completion of the proposed transaction and repayments of existing debt. Ratings Rationale "The B2 Corporate Family Rating reflects the very high financial leverage resulting from the sizeable amount of debt that will be used to fund the acquisition of the company," stated Moody's Analyst Daniel Goncalves. "However, the company's credit profile benefits from its leading scale and market position in the U.S. as an independent PPO, solid and improving operating margins, and stable free cash flow generation," continued Goncalves. On a pro forma basis for the acquisition financing transaction, Moody's estimates pro forma adjusted debt to EBITDA of approximately 7.3 times for the year ended December 31, 2013. The rating also reflects the company's small absolute size based on revenue, high concentration among the company's largest customers, and lack of organic growth within the company's Primary PPO Network segment. However, the rating is supported by the PPO industry's high barriers to entry, solid organic growth within MultiPlan's Complementary PPO Network business, and the company's solid historical track record of debt reduction. Further, despite very high financial leverage, Moody's expects the company to generate positive free cash flow and maintain a good liquidity profile. The stable rating outlook reflects Moody's expectation that financial leverage and cash flow to debt metrics will steadily improve due to debt repayment and continued earnings growth over the next several quarters, and that the company will not engage in any material debt-financed acquisitions or shareholder initiatives. The ratings could be downgraded if the company is unable to reduce financial leverage to the mid-6x range by the end of 2014, with further progress to below 6.0 times over the next 12 to 18 months, or if the company engages in any material debt financed acquisitions or shareholder initiatives. In addition, the ratings could be lowered if the company's availability under external liquidity sources deteriorates. An upgrade is unlikely over the near-term due to the company's very high financial leverage, small size, and high customer concentration. However, the ratings could be upgraded if adjusted financial leverage declines to below 4.5 times, and we gain confidence that the company's financial policies are consistent with maintaining leverage below this level. The principal methodology used in this rating/analysis was the Global Business and Consumer Service Industry Methodology published in October 2010. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. MPH Acquisition Holdings LLC is a holding company whose principal operating subsidiary is MultiPlan, Inc. Based in New York, New York, MultiPlan operates principally in the health care benefits field as an independent Preferred Provider Organization (PPO) in the U.S. The company provides health care cost management services via contract arrangements between health insurance companies, national and regional health plans, third party administrators, self-insured employers, Taft-Hartley sponsored plans and federal and state government agencies. MultiPlan directly negotiates contracts with healthcare providers (such as hospitals and practitioners) to achieve significant discounts compared to the providers' fee-for-service rates. MultiPlan's revenues are generated from discounts provided for payers that access the company's provider network. The company generated revenues of approximately $675 million for the year ended December 31, 2013. MULTIPLAN INC: S&P Affirms 'B' CCR & Rates $2.275BB Facilities 'B' ------------------------------------------------------------------ Standard & Poor's Ratings Services affirmed its 'B' long-term corporate credit rating on MultiPlan Inc. The outlook is stable. "In addition, we assigned our 'B' issue-level ratings (with '3' recovery ratings) to MPH Acquisition's $2.275 billion in senior secured first-lien credit facilities, which include a five-year $75 million revolver (unfunded at transaction close) and a seven- year $2.0 billion million term loan. The '3' recovery ratings indicate our expectations for a meaningful recovery at the low end of the 50%-70% range in the event of a payment default. At the same time, we assigned our 'CCC+' issue-level rating (with '6' recovery ratings) to MPH Acquisition's $1.0 billion of eight-year senior unsecured notes. The '6' recovery rating indicates our expectations for a negligible recovery of 0% to 10% in the event of a payment default. MultiPlan Inc. will be guaranteeing both debt issues," S&P said. Following completion of this transaction, S&P will withdraw its ratings on MultiPlan Inc. and MPH Intermediate Holding Co. 2's $2.4 billion in total outstanding debt. "The 'B' corporate credit rating on MultiPlan Inc. is based on our assessment of its "fair" business risk profile and "highly leveraged" financial risk profile, as defined by our criteria," said credit analyst James Sung. S&P's stable rating outlook reflects its expectation that MultiPlan's steady earnings, supported by very healthy EBITDA margins, should support MultiPlan's deleveraging plan over the next several years. In S&P's base case scenario, it expects MultiPlan to generate mid-single-digit revenue growth for both 2014 and 2015 with EBITDA margins remaining strong and slightly improving versus historical levels. S&P expects debt leverage to decrease to close to 6.5x by year-end 2014 and slightly below 6.0x by year-end 2015. In addition, FFO to debt will remain weak (at below 10%), while EBITDA interest coverage will be a relative strength (per the rating), at 3.0x-3.3x for 2014-2015. Downside scenario S&P could consider lowering the rating if leverage stays elevated post-acquisition and does not decrease to 6.5x-6.0x in 2014-2015 as S&P expects. A downside scenario could include some or all of the following: negative revenue growth (caused by the loss or reduction in business of one or two key accounts); significant margin contraction; another substantial dividend recapitalization; and merger and acquisition activity. Upside scenario Rating upside over the next 12 months is limited, but S&P would consider an upgrade beyond 12 months if the company is able to generate stronger and more diversified revenue growth, while generating strong EBITDA margins, and maintaining a less aggressive financial policy (such as leverage of below 5x of a sustained basis). NATIVE WHOLESALE: Case Conversion Hearing This Afternoon -------------------------------------------------------- The Bankruptcy Court continued until March 13, 2014, at 1:30 p.m., the hearing to consider U.S. Trustee Joseph W. Allen's motion to convert the Chapter 11 case of Native Wholesale Supply Company to one under Chapter 7 of the Bankruptcy Code. As reported in the Troubled Company Reporter on Aug. 28, 2013, the States of California, Idaho, New Mexico, New York, and Oklahoma asked the Court to (i) grant their motion to convert or dismiss the Debtor's Chapter 11 case; (ii) grant the U.S. Trustee's motion to the extent that it seeks to convert the Debtor's bankruptcy case; or (iii) in the alternative to conversion, require the Debtor to continue through the Chapter 11 plan process in an expedient manner and reset the dates for preparation of a plan and disclosure statement if the Debtor believes it can repay all of its creditors, and not just a single favored entity. The TCR reported that the U.S. Trustee argued that the Debtor has (1) an inability to perform the statutory duties of a debtor-in- possession and to comply with the requirements of the Chapter 11 Operating Guidelines; and (2) failed to file monthly financial reports for February and March 2013. On Jan. 30, 2014, the States of California, Idaho, New Mexico, New York, and Oklahoma and the United States filed a statement in support of the U.S. Trustee's motion to convert or dismiss the Chapter 11 case, stating that while a number of events have occurred since the original motion of the U.S. Trustee to convert or dismiss the case was filed, the basic premise of the motion remains valid. Craig T. Lutterbein, Esq., at Hodgson Russ LLP, the attorney for the States, said in the Jan. 30 court filing, "The Debtor has not proposed a plan within a reasonable time period and the States and the United States are not convinced there is a reasonable likelihood of rehabilitation. As between the two options of conversion or dismissal, the States and the United States believe that conversion is the more appropriate option." The Debtor's exclusivity period has expired. About Native Wholesale Supply Company Native Wholesale Supply Company is engaged in the business of importing cigarettes and other tobacco products from Canada and selling them to third parties within the United States. It purchases the products from Grand River Enterprises Six Nations, Ltd., a Canadian corporation and the Debtor's only secured creditor. Native is an entity organized under the Sac and Fox Nation and has its principal place of business at 10955 Logan Road in Perrysburg, New York. Native filed for Chapter 11 bankruptcy (Bankr. W.D.N.Y. Case No. 11-14009) on Nov. 21, 2011. The Chapter 11 filing was triggered to resolve an ongoing dispute with the United States government regarding up to $43 million in assessments made by the government against the Debtor pursuant to the Fair and Equitable Tobacco Reform Act of 2004 and the Tobacco Transition Payment Program and to restructure the terms of payment of any obligation determined to be owing by the Debtor to the U.S. under the Disputed Assessment. The issues pertaining to the Disputed Assessment resulted in two lawsuits, subsequently consolidated, now pending in the Federal District Court. Robert J. Feldman, Esq., and Janet G. Burhyte, Esq., at Gross, Shuman, Brizdle & Gilfillan, P.C., in Buffalo, N.Y., represent the Debtor as counsel. The Company disclosed $30,022,315 in assets and $70,590,564 in liabilities as of the Chapter 11 filing. The States of California, New Mexico, Oklahoma and Idaho have appeared in the case and are represented by Garry M. Graber, Esq., and Craig T. Lutterbein, Esq., at Hodgson Russ LLP, in Buffalo, New York, and Karen Cordry, Esq., National Association of Attorneys General, in Washington, D.C. No trustee, examiner or creditors' committee has been appointed in the case. NNN 3500: Court Temporarily Allows Wachovia Trust's Claims ---------------------------------------------------------- U.S. Bankruptcy Judge Harlin DeWayne Hale signed off on an agreed order estimating and temporarily allowing the claims of Wachovia Bank Commercial Mortgage Trust for voting and credit bid purposes. For purposes of voting on any plan that proposes to cure and reinstate the trust's loan, including the joint plan of reorganization of NNN 3500 Maple 26, LLC and the amended plan of reorganization of Strategic Acquisition Partners, LLC, the trust's claim will be allowed in the amount of $49.7 million. Meanwhile, the trust's claim will be allowed in the amount of $54,151,117 for purposes of voting on any sale plan, including Maple Avenue Tower, LLC's third amended plan. For purposes of the trust's credit bid amount at any sale of the property held in connection with a sale plan, the trust's credit bid amount will include the foregoing amount of $54,150,651, plus additional amounts that accrue through the date of such sale. The additional amounts will be determined and allowed by stipulation of the parties or further order of the bankruptcy court, according to the agreed order. The court order can be accessed for free at http://is.gd/HUtQQt About NNN 3500 Maple 26 NNN 3500 Maple 26, LLC, based in Costa Mesa, Calif., filed for Chapter 11 bankruptcy (Bankr. C.D. Cal. Case No. 12-23718) on Nov. 30, 2012. Judge Scott C. Clarkson presided over the case. In its schedules, the Debtor disclosed $45,563,241 in total assets and $46,658,593 in total liabilities. On Jan. 23, 2013, the Bankruptcy Court entered an order transferring venue of the bankruptcy case to the U.S. Bankruptcy Court for the Northern District of Texas (Case No. 13-30402). Judge Harlin DeWayne Hale presides over the case. Darvy M. Cohan, Esq., with offices at La Jolla, Calif., and Michelle V. Larson, Esq., at Andrews Kurth LLP, in Dallas, represent the Debtor as counsel. NNN 3500 Maple 26 et al., submitted to the N.D. Texas Bankruptcy Court a Disclosure Statement and Joint Plan of Reorganization dated Nov. 7, 2013. The Plan proposes to pay in full all creditors. The Reorganized Debtors will assume the liability for and obligation to perform and make all distributions or payments on account of all Allowed Claims. NEW CENTURY TRS: Court Says Alfred Silva Claim Untimely ------------------------------------------------------- Bankruptcy Judge Kevin J. Carey denied the request of Alfred A. Silva, pro se, to consider proof of claim timely filed. He said Mr. Silva has failed to show that the late filing of his claim was due to excusable neglect. The New Century Liquidating Trust, by and through Alan M. Jacobs, the Liquidating Trustee, objected to the request. A copy of the Court's March 7, 2014 Memorandum is available at http://is.gd/mD2BNsfrom Leagle.com. About New Century Founded in 1995, Irvine, Calif.-based New Century Financial Corporation (NYSE: NEW) -- http://www.ncen.com/-- was a real estate investment trust, providing mortgage products to borrowers nationwide through its operating subsidiaries, New Century Mortgage Corporation and Home123 Corporation. The Company was among firms hit by the collapse of the subprime mortgage business industry in 2006. The company and its debtor-affiliates filed for Chapter 11 protection on April 2, 2007 (Bankr. D. Del. Lead Case No. 07-10416). Suzzanne Uhland, Esq., Austin K. Barron, Esq., and Ana Acevedo, Esq., at O'Melveny & Myers LLP, and Mark D. Collins, Esq., Michael J. Merchant, Esq., and Jason M. Madron, Esq., at Richards, Layton & Finger, P.A., represent the Debtors. The Official Committee of Unsecured Creditors selected Hahn & Hessen as its bankruptcy counsel and Blank Rome LLP as its co-counsel. When the Debtors filed for bankruptcy, they disclosed total assets of $36,276,815 and total debts of $102,503,950. The Company sold its assets in transactions approved by the Bankruptcy Court. The Bankruptcy Court confirmed the Second Amended Joint Chapter 11 Plan of Liquidation of the Debtors and the Official Committee of Unsecured Creditors on July 15, 2008, which became effective on Aug. 1, 2008. An appeal was taken and, on July 16, 2009, District Judge Sue Robinson issued a Memorandum Opinion reversing the Confirmation Order. On July 27, 2009, the Bankruptcy Court entered an Order Granting Motion of the Trustee for an Order Preserving the Status Quo Including Maintenance of Alan M. Jacobs as Liquidating Trustee, Plan Administrator and Sole Officer and Director of the Debtors, Pending Entry of a Final Order Consistent with the District Court's Memorandum Opinion. On Nov. 20, 2009, the Court entered an Order confirming the Modified Second Amended Joint Chapter 11 Plan of Liquidation. The Modified Plan adopted, ratified and confirmed the New Century Liquidating Trust Agreement, dated as of Aug. 1, 2008, which created the New Century Liquidating Trust and appointed Alan M. Jacobs as Liquidating Trustee of New Century Liquidating Trust and Plan Administrator of New Century Warehouse Corporation. NRC US: Moody's Assigns 'B2' Corporate Family Rating ---------------------------------------------------- Moody's Investors Service assigned a B2 Corporate Family rating and a B3-PD Probability of Default rating to NRC US Holding Company (NRC). Moody's also assigned B2 ratings to the company's proposed $147 million first lien term loan and $15 million first lien revolving credit facility. Proceeds from the term loan will be used to fund the purchase of Sureclean Ltd. and Specialized Response Solutions (SRS) and refinance existing debt. NRC is a global provider of environmental, industrial, and emergency response solutions for the marine transportation, oil and gas, chemical, and rail transportation industries. The rating outlook is stable. J.F. Lehman & Company (the "Sponsor") acquired NRC from SEACOR Holdings, Inc. ("SEACOR") in March 2012. Assignments: Issuer: NRC US Holding Company, LLC Corporate Family Rating, Assigned B2 Probability of Default Rating, Assigned B3-PD Senior Secured Bank Credit Facility, Assigned B2 (LGD3, 31%) Senior Secured Bank Credit Facility, Assigned B2 (LGD3, 31%) Outlook, Assigned Stable Ratings Rationale NRC's B2 CFR reflects the company's small scale, and Moody's expectation for elevated adjusted debt to EBITDA of 5.2x, and modest 2.1x EBIT/Interest, following NRC's acquisitions of Sureclean and SRS. While the business is expected to generate free cash flow which could be applied to debt reduction, the rating also considers the potential for further acquisitions in the fragmented environmental services industry which could divert cash flow and keep leverage elevated. These factors are somewhat offset by Moody's expectation for solid EBITDA margins in 2014, driven by the company's broad presence in the environmental services sector. NRC's long term contracts consist of required standby response services that generate a high level of recurring revenue and margins. Operations are globally diverse, especially relative to the company's scale, which should dampen revenue volatility. The acquisition of Sureclean, a UK based environmental and industrial service contractor, complements NRC's international environmental services business and also expands NRC's operational footprint in the North Sea oil and gas market. SRS, a small emergency response firm, bolsters the firm's offerings, as well. Moody's expects modest synergies in the US operations and growth opportunities from cross selling the various entities' services in all operating regions. The stable outlook reflects Moody's expectation for low to mid single digit revenue growth for the combined entity, modest margin improvement, and positive free cash flow generation. Moody's views the company's liquidity to be adequate as internally generated free cash flow is expected to be positive even after earn-outs are paid for acquired businesses. Working capital is somewhat seasonal. Though no borrowing under the $15 million revolver is expected, the facility is relatively modest compared to the company's revenue base. There is good covenant room after the close of the facility. Alternative liquidity is bolstered by the material amount of assets located outside the US and not directly pledged to the credit facility. Upward rating migration is limited by the company's scale. Still, Moody's adjusted Debt/EBITDA sustained below 3.0x, EBIT/interest coverage sustained above 4.0x, and positive free cash flow to adjusted debt in the low double digits could lead to higher ratings. Leverage sustained above 5.0x, break even free cash flow, or a liquidity declining to $10 million could lead to lower ratings. The principal methodology used in this rating was the Global Business & Consumer Service Industry Rating Methodology published in October 2010. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. OVERSEAS SHIPHOLDING: Files Ch. 11 Plan of Reorganization --------------------------------------------------------- Overseas Shipholding Group, Inc., et al., filed with the U.S. Bankruptcy Court for the District of Delaware a plan of reorganization to implement a plan support agreement reached by the Debtors and certain of the lenders holding an aggregate of approximately 60% of amounts outstanding under the Company's $1.5 billion credit agreement, dated as of Feb. 9, 2006. The Disclosure Statement accompanying the Plan says holders of Allowed Administrative Claims, Priority Tax Claims, Other Priority Claims, Secured Vessel DIP Claims, Secured Vessel Claims, Other Secured Claims, and Other Unsecured Claims on the Effective Date of the Plan will be paid in full. The Plan also provides for the payment of the 8.75% Notes Claims in full in Cash, including any applicable contractual interest, the Reinstatement of the 8.125% Notes, including payment of any applicable contractual or default interest, and the Reinstatement of the 7.500% Notes, including payment of any applicable contractual interest. The 15 vessels subject to security interests held by Danmarks Skibskredit A/S or Export-Import Bank of China will be retained under the Plan. The Reorganized Debtors will enter into an exit financing on the Effective Date, consisting of a $735 million senior-secured term loan facility and a $200 million revolving credit facility that, together, will provide the Reorganized Debtors with the funding necessary to both satisfy the Plan's cash payment obligations and the expenses associated with closing the Exit Financing facilities, and to finance the Reorganized Debtors' ongoing operations and capital needs following the emergence from Chapter 11. Personal Injury Claims, including numerous Asbestos Claims, that have not otherwise been disallowed and expunged, will be Unimpaired and may be asserted against the applicable Reorganized Debtors subject to such Reorganized Debtors' rights and defenses. The Plan contemplates a rights offering in an amount of $300 million supported by a Subscription Commitment by certain Holders of Credit Agreement Claims. To ensure that at least 75% of the equity interests in Reorganized OSG will be owned by U.S. Citizens in compliance with the Jones Act, at least 77% of the shares of Reorganized OSG Stock issued on the Effective Date will be issued to Domestic Holders. The remaining 23% of Reorganized OSG Stock will be issued on a Pro Rata basis on the Effective Date among the Foreign Holders, so that no more than 23% of the Reorganized OSG Stock is owned by Foreign Holders. Admiralty Lien Claims that have not otherwise been disallowed and expunged will be unimpaired and may be asserted against the applicable Reorganized Debtors subject to such Reorganized Debtors' rights and defenses. The $300 million in 8.125 percent senior unsecured notes due in 2018, to be reinstated, last traded on March 6 for 117.063 cents on the dollar, Bill Rochelle, the bankruptcy columnist for Bloomberg News, said, citing Trace, the bond-price reporting system of the Financial Industry Regulatory Authority. They were trading around par in November and sold for as little as 18.75 cents on the day of bankruptcy. Announcement of agreement on the plan depressed OSG's stock below its post-bankruptcy high of $8.99 set on Jan. 30, Mr. Rochelle noted. The stock closed on March 7 at $6.30, up 3 cents in over the counter trading. A hearing will take place on April 11 to consider approval of the Disclosure Statement. Objections to the Disclosure Statement must be received by April 4. The Debtors have asked that the Court set the hearing on confirmation of the Plan for May 23, 2014, as well as requesting that the deadline for objections to the Plan and deadline to vote on the Plan be set for May 15. A full-text copy of the Disclosure Statement dated March 7, 2014, is available for free at http://bankrupt.com/misc/OSGds0307.pdf The Debtors are represented by James L. Bromley, Esq., Luke A. Barefoot, Esq., and Jane VanLare, Esq., at CLEARY GOTTLIEB STEEN & HAMILTON LLP, in New York; and Derek C. Abbott, Esq., Daniel B. Butz, Esq., and William M. Alleman, Jr., Esq., at MORRIS, NICHOLS, ARSHT & TUNNELL LLP, in Wilmington, Delaware. About Overseas Shipholding Overseas Shipholding Group, Inc. (OTC: OSGIQ), headquartered in New York, is one of the largest publicly traded tanker companies in the world, engaged primarily in the ocean transportation of crude oil and petroleum products. OSG owns or operates 111 vessels that transport oil and petroleum products throughout the world. Overseas Shipholding Group and 180 affiliates filed voluntary Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on Nov. 14, 2012, disclosing $4.15 billion in assets and $2.67 billion in liabilities. Greylock Partners LLC Chief Executive John Ray serves as chief reorganization officer. James L. Bromley, Esq., and Luke A. Barefoot, Esq., at Cleary Gottlieb Steen & Hamilton LLP serve as OSG's Chapter 11 counsel. Derek C. Abbott, Esq., Daniel B. Butz, Esq., and William M. Alleman, Jr., at Morris, Nichols, Arsht & Tunnell LLP, serve as local counsel. Chilmark Partners LLC serves as financial adviser. Kurtzman Carson Consultants LLC is the claims and notice agent. The Export-Import Bank of China, owed $312 million used for the construction of five tankers, is represented by Louis R. Strubeck, Jr., Esq., and Kristian W. Gluck, Esq., at Fulbright & Jaworski LLP in Dallas; David L. Barrack, Esq., and Beret Flom, Esq., at Fulbright & Jaworski in New York; and John Knight, Esq., and Christopher Samis, Esq., at Richards Layton & Finger PA. Chilmark Partners, LLC serves as financial and restructuring advisor. Akin Gump Strauss Hauer & Feld LLP, and Pepper Hamilton LLP, serve as co-counsel to the official committee of unsecured creditors. FTI Consulting, Inc., is the financial advisor and Houlihan Lokey Capital, Inc., is the investment banker. OVERSEAS SHIPHOLDING: Equity Holders Object to Plan Support Deal ---------------------------------------------------------------- Holders of the outstanding common stock of Overseas Shipholding Group, Inc., et al., object to the plan support agreement, complaining that the PSA -- which hands to Consenting Lenders 97% of the reorganized equity -- validated their view that there is significant equity value in the Debtors. Although reinforcing the fact that equity is in the money, the PSA unfairly diverts significant value away from equity holders in favor of the Consenting Lenders and severely inhibits equity's ability to have a meaningful voice in the Debtors' Chapter 11 cases, the equityholders argue. The Equityholders relate that the Consenting Lenders' commitment is only one of many restructuring proposals received by the Debtors, noting that the Debtors have received separate proposals from no less than three other parties: (a) the Consenting Lenders, (b) the Official Committee of Unsecured Creditors, and (c) holders of the Debtors' unsecured notes. "Despite the Debtors' belief that the Consenting Lenders' offer represents the best proposal 'now available,' there is a significant chance that so long as the Debtors retain the unfettered ability to negotiate with all relevant stakeholders, it will not ultimately be the best available," argues Adam G. Landis, Esq., at Landis Rath & Cobb LLP, in Wilmington, Delaware, representing a group of Equityholders composed of BHR Capital, LLC, BlueMountain Capital Management, LLC, Cyprus Capital Partners L.P., and Donald Smith & Co., Inc. "The Debtors must retain the right to negotiate future restructuring proposals from third parties, including the equity holders, even while concurrently seeking approval of the PSA. For the reasons stated, the Equityholders ask the U.S. Bankruptcy Court for the District of Delaware to deny approval of the PSA at the March 20, 2014, hearing. A group of equity holders are represented by Jeffrey M. Schlerf, Esq., at Fox Rothschild LLP, in Wilmington, Delaware; and Steven D. Pohl, Esq., and Jesse N. Garfinkle, Esq., at BROWN RUDNICK LLP, in Boston, Massachusetts. David M. Feldman, Esq., and Joshua Weisser, Esq., at Gibson, Dunn & Crutcher LLP, in New York, is co-counsel to BHR Capital, Cyrus Capital, and Donald Smith. Mark A. Broude, Esq., and Adam Goldberg, Esq., at Latham & Watkins LLP, in New York, is co- counsel to Bluemountain Capital. About Overseas Shipholding Overseas Shipholding Group, Inc. (OTC: OSGIQ), headquartered in New York, is one of the largest publicly traded tanker companies in the world, engaged primarily in the ocean transportation of crude oil and petroleum products. OSG owns or operates 111 vessels that transport oil and petroleum products throughout the world. Overseas Shipholding Group and 180 affiliates filed voluntary Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on Nov. 14, 2012, disclosing $4.15 billion in assets and $2.67 billion in liabilities. Greylock Partners LLC Chief Executive John Ray serves as chief reorganization officer. James L. Bromley, Esq., and Luke A. Barefoot, Esq., at Cleary Gottlieb Steen & Hamilton LLP serve as OSG's Chapter 11 counsel. Derek C. Abbott, Esq., Daniel B. Butz, Esq., and William M. Alleman, Jr., at Morris, Nichols, Arsht & Tunnell LLP, serve as local counsel. Chilmark Partners LLC serves as financial adviser. Kurtzman Carson Consultants LLC is the claims and notice agent. The Export-Import Bank of China, owed $312 million used for the construction of five tankers, is represented by Louis R. Strubeck, Jr., Esq., and Kristian W. Gluck, Esq., at Fulbright & Jaworski LLP in Dallas; David L. Barrack, Esq., and Beret Flom, Esq., at Fulbright & Jaworski in New York; and John Knight, Esq., and Christopher Samis, Esq., at Richards Layton & Finger PA. Chilmark Partners, LLC serves as financial and restructuring advisor. Akin Gump Strauss Hauer & Feld LLP, and Pepper Hamilton LLP, serve as co-counsel to the official committee of unsecured creditors. FTI Consulting, Inc., is the financial advisor and Houlihan Lokey Capital, Inc., is the investment banker. OVERSEAS SHIPHOLDING: Plan Filing Exclusivity Extended to March 31 ------------------------------------------------------------------ Judge Peter J. Walsh of the U.S. Bankruptcy Court for the District of Delaware extended until March 31, 2014, the period by which only Overseas Shipholding Group, Inc., et al., have exclusive authority to file a plan and until June 30 their exclusive period to solicit acceptances of that plan. The Debtors said in court papers that they need the modest extension of the exclusive periods to allow them to finalize the mechanics of a plan without the inherent distraction of competing inferior plans. The Debtors said the plan of reorganization currently in file with the Court not only stands the best chance of being confirmed, but also ensures fair treatment of the many creditor constituencies while assuring that the Chapter 11 cases will be brought to a close in an efficient manner. About Overseas Shipholding Overseas Shipholding Group, Inc. (OTC: OSGIQ), headquartered in New York, is one of the largest publicly traded tanker companies in the world, engaged primarily in the ocean transportation of crude oil and petroleum products. OSG owns or operates 111 vessels that transport oil and petroleum products throughout the world. Overseas Shipholding Group and 180 affiliates filed voluntary Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on Nov. 14, 2012, disclosing $4.15 billion in assets and $2.67 billion in liabilities. Greylock Partners LLC Chief Executive John Ray serves as chief reorganization officer. James L. Bromley, Esq., and Luke A. Barefoot, Esq., at Cleary Gottlieb Steen & Hamilton LLP serve as OSG's Chapter 11 counsel. Derek C. Abbott, Esq., Daniel B. Butz, Esq., and William M. Alleman, Jr., at Morris, Nichols, Arsht & Tunnell LLP, serve as local counsel. Chilmark Partners LLC serves as financial adviser. Kurtzman Carson Consultants LLC is the claims and notice agent. The Export-Import Bank of China, owed $312 million used for the construction of five tankers, is represented by Louis R. Strubeck, Jr., Esq., and Kristian W. Gluck, Esq., at Fulbright & Jaworski LLP in Dallas; David L. Barrack, Esq., and Beret Flom, Esq., at Fulbright & Jaworski in New York; and John Knight, Esq., and Christopher Samis, Esq., at Richards Layton & Finger PA. Chilmark Partners, LLC serves as financial and restructuring advisor. Akin Gump Strauss Hauer & Feld LLP, and Pepper Hamilton LLP, serve as co-counsel to the official committee of unsecured creditors. FTI Consulting, Inc., is the financial advisor and Houlihan Lokey Capital, Inc., is the investment banker. PACIFIC STEEL: Section 341(a) Meeting Set on April 7 & 14 --------------------------------------------------------- A meeting of creditors in the bankruptcy case of Pacific Steel Casting Company will be held on April 7, 2014, at at 9:00 a.m. at Oakland U.S. Trustee Office. A separate Section 341(a) Meeting is scheduled on April 14, 2014, at 9:00 a.m. in the bankruptcy case of Berkeley Properties, LLC. This is the first meeting of creditors required under Section 341(a) of the Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This meeting of creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Pacific Steel Casting Company and Berkeley Properties, LLC, separately filed Chapter 11 bankruptcy petitions (Bankr. N.D. Cal. Case Nos. 14-41045 and 14-41048) on March 10, 2014. Pacific Steel's petition was signed by Charles H. Bridges, Jr., chief financial officer and director. The Law Offices of Binder and Malter, LLP, serves as the Debtors' counsel. Epiq Bankruptcy Solutions, LLC, is the Debtors' claims, noticing and balloting agent. The Debtors estimated assets and liabilities of at least $10 million. PALACE ENTERTAINMENT: Moody's Changes B2 CFR Outlook to Negative ---------------------------------------------------------------- Moody's Investors Service changed the rating outlook for Palace Entertainment Holdings, LLC, to negative from stable and affirmed the existing ratings including the company's B2 Corporate Family Rating (CFR). The change in rating outlook reflects Moody's concern that a recovery in EBITDA in 2014 following weaker than anticipated performance during fiscal year 2013 compared to our expectations and other rated regional amusement park operators might be insufficient to reduce debt-to-EBITDA leverage from 6.8x as of Q1 2014 to a level appropriate for the current ratings. Moody's projects that Palace's debt-to-EBITDA leverage will decrease from its current level based on anticipated better weather conditions during the upcoming season, price increases, and additional capex spend on new rides and attractions. However, another year of weak performance due to cool or rainy weather, competitive conditions, or reduced discretionary consumer spending would likely result in a downgrade of the ratings if leverage is not reduced. A summary of Moody's rating actions are as follows: Palace Entertainment Holdings, LLC Corporate Family Rating Affirmed B2 Probability of Default Rating Affirmed B2-PD $430 million senior secured note due April 2017 affirmed B2 (LGD4-57%) Outlook: changed to negative from stable Ratings Rationale Palace's B2 CFR reflects the high leverage level for the existing rating, weak free cash flow generated from the mid- sized regional amusement/water park portfolio, exposure to cyclical discretionary consumer spending, and event risks related to acquisitions and ownership by Parques Reunidos Servicos Centrales S.A.U. (PQR). Palace's total attendance (approximately 5.8 million annually) and its parks are smaller than rated U.S. peers, although a long- standing management team and ownership by PQR allows for sharing of best practices and consolidated purchasing power. The industry is mature, seasonal, and requires significant re-investment to maintain a competitive service offering. Attendance is exposed to competition from a wide variety of other leisure and entertainment activities as well as cyclical discretionary consumer spending. The company is especially sensitive to weather conditions due to its composition of theme parks, water parks and family entertainment centers that are impacted by rain or cooler than normal weather during peak operating periods. Moody's expects that Palace will utilize any excess cash for acquisitions and projects modest attendance and EBITDA growth at Palace's existing parks in 2014 that will result in modest deleveraging from current levels. If the company appears unlikely to reduce leverage during the 2014 operating season to at least the low 6x range, the ratings would likely be downgraded. Palace has an adequate liquidity position, but Moody's expects revolver draws in the spring of 2014 (during its peak working capital usage period) to lead to a higher leverage level in the next two quarters. The 2017 bullet maturity on its only outstanding debt aside from the revolver increases refinancing risk and lessens flexibility to repay debt. Palace is financed separately from PQR and the company's debt does not cross default to PQR's debt. As a result, Moody's evaluates Palace separately but incorporate into the company's ratings the risks related to its ownership by PQR. PQR's operations have been pressured by weak economic conditions in Europe, and it has implemented cost savings in an effort to mitigate revenue softness. Moody's believes that PQR could seek to extract cash from Palace to support operations as PQR is highly leveraged and may require a covenant amendment or equity cure. PQR's control by private equity investors creates event risks, including the potential that Palace could be sold to raise cash. Palace has an adequate liquidity position with existing cash (approximately $20 million as of 12/22/13) and $10 million drawn under the $120 million revolver providing sufficient capacity to absorb fluctuations in the company's highly seasonal cash flow generation. The company does not have any required debt principal payments until April 2017. Moody's projects that Palace will generate breakeven free cash flow over the next 12 months after interest, working capital and an estimated $34 million of capital spending, although free cash flow will be dependent on weather conditions during the 2014 summer operating season. Palace does not expect to have meaningful tax obligations for the next several years. Moody's believes the company's seasonal revolver borrowings will increase through the spring (prior to the opening of the majority of its parks and following the semi- annual $19 million interest payment in April). Cash flow generated during the operating season is expected to be directed to paying down the revolver in full by the end of the operating season. Reliance on the revolver would likely increase if Palace completes an acquisition. The $120 million unrated revolver matures in February 2016. Borrowings on the facility are subject to a clean down provision that requires the revolver to be paid down below $50 million for 20 consecutive days during each calendar year. This limits the ongoing effective capacity of the revolver, although Moody's does not anticipate this to constrain Palace's liquidity unless it upstreams money to PQR or executes a large acquisition funded with revolver borrowings. Moody's expects the Palace will maintain considerable cushion within the revolver's 2.0x maximum senior super priority leverage covenant ratio (based only on revolver debt). The negative ratings outlook incorporates the company's high leverage of 6.8x that weakly positions the company at the existing rating. Moody's anticipates that revenue and EBITDA growth due to additional rides and attractions, price increases, and better weather will lead to reduced leverage in 2014, but is concerned the decline may be insufficient to maintain the existing rating. Operating performance in 2014 that Moody's anticipates will lead to leverage remaining above 6.25x, EBITDA less capex to interest in a 1x or lower range, or flat to negative free cash flow on a ongoing basis would likely lead to a downgrade in the rating. Acquisitions that lead to higher leverage or weaken Palace's liquidity position could also result in a downgrade. Sizable cash distributions to PQR, or other leveraging actions by PQR or its private equity owners would also lead to downward rating pressure. An increase in the size of the senior secured first priority revolver could lead to a downgrade of the $430 million notes given the revolver's seniority in the capital structure. An upgrade is not expected at this time, but could occur if Palace sustains debt-to-EBITDA leverage below 5x and free cash flow-to- debt of at least 5% factoring in potential transactions related to PQR and private equity owners. Palace would also need to maintain a good liquidity position with sufficient cash and revolver capacity to manage seasonal cash flow needs, and an expected ability to fund or refinance the 2017 note maturity. Palace Entertainment Holdings, LLC's ratings were assigned by evaluating factors that Moody's considers relevant to the credit profile of the issuer, such as the company's (i) business risk and competitive position compared with others within the industry; (ii) capital structure and financial risk; (iii) projected performance over the near to intermediate term; and (iv) management's track record and tolerance for risk. Moody's compared these attributes against other issuers both within and outside Palace Entertainment Holdings, LLC's core industry and believes Palace Entertainment Holdings, LLC's ratings are comparable to those of other issuers with similar credit risk. Other methodologies used include Loss Given Default for Speculative- Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Palace Entertainment Holdings, LLC (Palace), headquartered in Newport Beach, CA, is an operator of 6 theme parks (42% LTM 9/22/13 revenue), 10 water parks (31%), 20 family entertainment centers (FECs; 19%), and 1 animal park (7%) with operations in eleven states in the U.S. Palace is wholly owned by Madrid-based Parques Reunidos Servicios Centrales S.A.U. (PQR), which operates leisure parks in Europe (and one park in Argentina). PQR is controlled by Arle Capital Partners Limited (Arle; formerly Candover Partners Limited) a UK-based private equity firm. Palace's approximate $267 million of revenue LTM through September 2013 was roughly 38% of PQR's consolidated group total. PALOMAR HEALTH: Moody's Lowers Revenue Bond Rating to 'Ba1' ----------------------------------------------------------- Moody's Investors Service has downgraded the ratings on Palomar Health's (PH) revenue bonds to Ba1 from Baa3, affecting $576 million of debt. The negative outlook has been maintained. The primary driver of the downgrade and the negative outlook is PH's low level of unrestricted cash and investments, and the organization's inability to improve balances over the last twelve months. As a district hospital, PH has the ability to issue tax supported debt backed by an unlimited property tax pledge. Concurrent with this rating review, Moody's has also downgraded the ratings on PH's general obligation (GO) debt to A2 from A1, and has maintained the negative outlook on the GO bonds, affecting approximately $558 million of bonds. (See the report dated March 10, 2014 on the general obligation bonds for more information). For the purposes of the revenue bond credit analysis, the GO debt, and all related revenue and expenses, have been excluded from all calculations. Summary Rating Rationale The downgrade to Ba1 and the assignment of the negative outlook reflect poor liquidity, the triggering of an insurer covenant, and the failure of the organization to improve cash balances over the last 12 months. The Ba1 is undergirded by certain fundamental strengths, including leading market position in northern San Diego County, its status as the largest district hospital in the state, the completion of its large replacement hospital, and the certain level of stability it enjoys due to the contract with Kaiser, and the absence of immediate competition. After a poor fiscal year (FY) 2013, operating performance has improved significantly during the first six months of FY 2014. Nevertheless, Palomar Health's extremely high leverage levels make it more sensitive to weak liquidity, and dependent on the need to achieve high levels of operating performance in order to generate adequate debt service coverage. Challenges -- Liquidity measures remain very low, and have declined further since FYE 2013. At the time of our last review, days cash on hand had dropped to 82 days (as of December 31, 2012 unaudited) and this was one of the drivers of the assignment of the negative outlook at that time. At FYE 2013, days cash on hand dropped further to 65 days (77 days per the methodology in PH's bond documents), and as of December 31, 2013, the measure remains low. This is the primary driver of the downgrade. -- PH could face an additional call on liquidity if Assured Guaranty Municipal Corp. (who insures the Series 2006 auction bonds and the associated fixed payer swap) is downgraded to below A3 by Moody's (currently rated A2) or below A1 by S&P (currently rated AA-). In that event, and given PH's current underlying ratings, the swap counterparty would have the right to terminate the swap at prevailing market rates. The mark-to-market on the swap at FYE 2013 was negative $26.3 million. -- PH is very levered; as of December 31, 2013, cash to debt was very low at 19% and debt to revenue was approximately 85% (unaudited). PH's debt measures are among the weakest in Moody's portfolio of rated public and not-for-profit healthcare organizations (debt measures exclude GO debt). -- Despite volume growth in FY 2013, driven in large part by the opening of PH's new facility in Escondido, volumes were below expectations, which contributed to the poor operating performance in FY 2013. -- PH has larger than average exposure to Medi-Cal and Medi-Cal Managed Care constituting 18% of gross revenues in FY 2013. Medicare and Medicare Advantage contributes an additional 45% of gross revenues. As a district hospital, PH has not benefited significantly from California's state provider fee program. Strengths -- Following very weak operating results in FY 2013, results have improved significantly through six months of FY 2014 (ended December 31, unaudited), with operating cashflow margin measuring 10.6% year-to-date (YTD) 2014 compared to 1.6% for the same period in FY 2013, and with operating margin measuring -4.2%, compared to -12.2% for same period prior year. (Interim results exclude the physician foundation ARCH, which generates a loss). -- Despite recent market share losses (from 55% to 49% in calendar year 2012) PH has a fundamentally strong market position, operating the only inpatient facilities in the district, and commanding leading market share in northern San Diego County. As volumes from the Kaiser contract improve, market share is expected to increase. PH is the largest healthcare district in the state of California. -- PH has enjoyed a history of strong community support as evidenced by passage of the $496 million General Obligation Bond measure in support of the system's master facility plan. PH also benefits from approximately $13 million in unrestricted tax revenues annually in support of operations (Moody's reclassifies these tax revenues as operating revenue, and they are included in our calculation of operating income, and operating cashflow). -- PH employs a conservative investment strategy, consistent with state statutes, with little exposure to equities or alternative investments, has no putable debt, and has only a defined contribution pension plan. Outlook The negative outlook reflects our expectation that PH will continue to have a weak liquidity position and that despite operational improvement in FY 2014, liquidity will not exhibit material improvement for some time. The negative outlook further reflects thin headroom to bond covenants, and very high leverage. What Could Make The Rating Go Up The negative outlook makes a rating upgrade unlikely in the short term. Over the longer term, an upgrade could be driven by significantly improved liquidity, improved debt measures, and the demonstration of stable and strong operating measures. What Could Make The Rating Go Down A downgrade would be considered if operating performance returned to weaker levels, or if liquidity failed to improve. Additionally a downgrade would be considered if PH violates liquidity or other financial covenants. Principal Methodology Used The principal methodology used in this rating was Not-for-Profit Healthcare Rating Methodology published in March 2012. PARK CREEK, CO: Moody's Lowers Sr. Lien Tax Bonds Rating to Ba2 --------------------------------------------------------------- Moody's Investors Service has downgraded Park Creek Metropolitan District, Colorado's senior lien limited property tax bonds to Ba2 from Baa2. A stable outlook has been assigned. The bonds are secured by a capped mill levy rate (50 mills subject to minimal adjustments) on all taxable property within the Westerly Creek Metropolitan District (the taxing entity) for the benefit of the Park Creek Metropolitan District (the operating district) bonds. Rating Rationale The downgrade reflects a substantially weakened debt profile including sizable and growing exposure to subordinate debt payable to the district's master developer and its subsidiaries. The scale and growth of subordinated bullet payments and the inability to issue long-term takeout financing in the medium term create outsize risks that largely offset credit strengths from adequate projected coverage on the GOLT bonds' senior claim on revenues, large and relatively well-developed project footprint, cash-funded debt service reserve fund at the standard three prong test, and a weak but adequate 1.35 times additional bonds test. The rating also considers the limited scope of district operations including characteristically passive governance featuring limited fiscal stewardship, and a modestly-sized and somewhat concentrated tax base favorably located within the Denver metro area. Strengths -- Adequate near-term senior lien debt service coverage projections against level debt service, sufficient additional bonds test and cash funded debt service reserve -- Favorable location in the Denver metro area Challenges -- Outsize growth in subordinate debt, with little room under the district's millage to issue long-term takeout financing into the medium term -- Relatively weak governance featuring limited stewardship of the district's long-term financial health relative to other rated municipalities -- Project risk continues as the district approaches full build out in over a decade What Could Make The Rating Move Up -- A significantly decreased debt burden, including greatly diminished takeout risk, combined with growth and diversification as the district approaches full build out What Could Make The Rating Move Down -- Continued leverage, especially increased subordinate borrowing -- Tax base declines or increased taxpayer concentration The principal methodology used in this rating was Moody's Outlines Approach to Analyzing Land Secured Debt Financings published in December 2008. PHIBRO ANIMAL: Moody's Ups CFR to B2 & Rates $300MM Sr. Notes B3 ---------------------------------------------------------------- Moody's Investors Service upgraded Phibro Animal Health Corporation's Corporate Family Rating to B2 from B3, Probability of Default Rating to B2-PD from B3-PD, and $300 million 9.25% Senior Unsecured Notes to B3 from Caa1. Moody's has also placed the B2 Corporate Family Rating and all other existing ratings under review for upgrade. The review was prompted by Phibro's announced plan to reduce debt with proceeds from its Initial Public Offering ("IPO") of primary shares. In a related action, Moody's assigned B1 ratings to Phibro's proposed $100 million senior secured revolving credit facility and $290 million senior secured term loan B. Proceeds from the proposed $290 million term loan B and primary proceeds from the IPO, which are expected to close concurrently in April 2014, will be used to refinance all existing debt of the company. Ratings Rationale The upgrade of Phibro's Corporate Family Rating to B2 reflects continued improvement in financial performance and credit metrics resulting in debt to EBITDA approaching 4.5 times as of December 31, 2013. The primary driver of revenue and operating profit expansion has been volume growth in the company's Animal Health Segment. Moody's review for further upgrade will consider Phibro's final capital structure post completion of the IPO as well as the amount of proceeds from the sale of primary shares. Moody's will also evaluate the company's liquidity profile, financial policy, and the ongoing regulatory risk inherent to the animal health industry. Should the IPO and refinancing close as planned including the application of IPO proceeds to repay existing debt ($32 million of advances against the revolving credit facility, $24 million Mayflower term loan, and $10 million BFI term loan), resulting in debt to EBITDA sustained below 4 times, Moody's would raise the CFR by one notch to B1. The assigned B1 ratings on the proposed $100 million senior secured revolving credit facility and $290 million senior secured term loan B assumes the IPO and debt refinancing close as planned such that resulting debt capital structure comprises all first lien debt. The ratings are subject to the review of final documentation. The following ratings were upgraded and placed on review for upgrade: Corporate Family Rating to B2 from B3; Probability of Default Rating to B2-PD from B3-PD; $300 million 9.25% Senior Unsecured Notes due 2018, to B3 (LGD4, 62%) from Caa1 (LGD4, 60%). The following ratings were assigned: $100 million senior secured revolving credit facility due in 5 years, assigned B1 (LGD3, 31%); $290 million senior secured term loan B due in 7 years, assigned B1 (LGD3, 31%). Phibro's outlook was changed to rating under review from positive. The principal methodology used in this rating was the Global Manufacturing Industry published in December 2010. Other methodologies used include Loss Given Default for Speculative- Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Phibro Animal Health Corporation ("Phibro") is a diversified global developer, manufacturer and marketer of a broad range of animal health and mineral nutrition products to the poultry, swine, cattle, dairy, and aquaculture markets. Phibro is also a manufacturer and marketer of performance products for use in the personal care, automotive, chemical catalyst and electronics markets. BFI Co. LLC owns a majority of Phibro's common shares. Revenue for the last twelve month period ended December 31, 2013 was approximately $662 million. PHIBRO ANIMAL: S&P Puts 'B' CCR on CreditWatch Positive ------------------------------------------------------- Standard & Poor's Ratings Services placed its 'B' corporate credit rating on Phibro Animal Health Corp. on CreditWatch with positive implications. At the same time, S&P is assigning a 'B+' issue-level rating to the company's proposed $390 million first-lien credit facility, at the same level as the expected post-IPO corporate credit rating. The recovery rating on the proposed first-lien credit facility is '3', indicating S&P's expectation of meaningful (50% to 70%) recovery for lenders in the event of a payment default. These ratings are not on CreditWatch. The new facility consists of a $100 million revolving credit facility and a $290 million term loan B. The company will use proceeds of the facility and the IPO to repay existing indebtedness including the unsecured notes. The 'B' issue-level rating on the $300 million unsecured notes remains unchanged. Upon repayment of the unsecured notes, S&P will withdraw the rating. "The 'B' corporate credit rating on Phibro currently reflects an "aggressive" financial risk profile. Upon completion of the IPO and the subsequent debt repayment, we expect to upwardly revise the financial risk profile score on the company to "significant", reflecting our expectation that leverage will decline and be below 4x," said credit analyst Tulip Lim. "If debt is reduced by $75 million then pro forma adjusted leverage would be in the mid- 3x range at Dec. 31, 2013." S&P will resolve the CreditWatch placement upon completion of the IPO. At that time, S&P will expect to raise the corporate credit rating to 'B+'. S&P anticipates assigning a stable outlook, reflecting its expectation that revenue will grow at a low- to mid-single-digit pace, and that margins will continue to expand. It also reflects S&P's expectation that leverage will decline because of EBITDA growth but remain above 3x over the near-term. PLANET FITNESS: Moody's Assigns 'B1' CFR & Rates $430MM Debt 'B1' ----------------------------------------------------------------- Moody's Investors Service assigned a B1 Corporate Family Rating and B2-PD Probability of Default Rating to Planet Fitness Holdings LLC. A B1 was also assigned to the company's proposed $430 million senior secured bank credit facility, including a $40 million 5- year revolver and $390 million term loan B. The rating outlook is stable. Ratings are subject to review of final documentation. Proceeds from the proposed $390 million term loan B will be used to refinance Planet Fitness' existing term loan A due 2017 ($182 million outstanding at December 31, 2013), purchase eight clubs from a franchisee, pay a $170 million dividend to its owners and pay fees and expenses. The $40 million revolver will be unfunded at close. New Ratings Assigned: Corporate Family Rating at B1 Probability of Default Rating at B2-PD $40 million 5-year senior secured revolver at B1 (LGD 3, 32%) $390 million 7-year senior secured term loan B at B1 (LGD 3, 32%) Rating Rationale Planet Fitness' B1 Corporate Family Rating ("CFR") considers the company's high leverage -- pro forma Moody's adjusted debt/EBITDA is about 5.1 times -- which is high for a B1 rated entity per Moody's Business and Consumer Services rating methodology and its exposure to discretionary consumer spending trends. Moody's expects that free cash flow will be modest over the next 2 years as the company makes investments in growing the company. The B1 CFR is supported by the company's good interest coverage which Moody's expects will be above 2.5 times at end of 2014, its stable cash flow coming from a growing franchise based business model that is less capital intensive and has lower earnings volatility than the company-owned model, and the good diversification of its franchisee base, with a majority of franchisees owning less than 5 units. The rating also reflects Planet Fitness' trend of positive comparable store sales and the company's business position as a large-scale fitness club operator, a large and growing membership base, and favorable long-term fundamentals for the fitness industry. The B1 rating assigned to Planet Fitness' proposed senior secured bank facility is the same as the company's Corporate Family Rating. This reflects the fact that the proposed bank facility represents almost all of the company's pro forma debt capital structure. Planet Fitness' stable rating outlook reflects Moody's expectation that operating performance will continue to improve over the next year as the company expands its franchise clubs and that free cash flow will remain positive despite increased growth capex over the next two years. Rating improvement would require that Planet Fitness maintains its positive comparable store sales growth, debt/EBITDA below 4.0 times and free cash flow to debt is sustained above 8%. A higher rating would also require the company to maintain its good liquidity and a financial policy that is not aggressive. The ratings could be downgraded if there is pressure on profitability such that debt to EBITDA is sustained above 5.0 times, EBITDA less capex coverage of interest expense falls to 1.5 times, and/or liquidity materially weakens. Headquartered in New Hampshire, Planet Fitness Holdings, LLC franchises and owns and operates health clubs across the United States and in Puerto Rico. There are 749 Planet Fitness locations as of December 31, 2013, with 704 franchised locations and 45 company owned and operated. Planet Fitness is ultimately owned by two of Planet Fitness' original founders and TSG Consumer Partners. Planet Fitness generated approximately $213 million in corporate revenue ($890 million of system-wide sales) as of December 31, 2013. As a private company, Planet Fitness does not publish public financials. The principal methodology used in this rating was the Global Business & Consumer Service Industry Rating Methodology published in October 2010. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. POLAR MOLECULAR: 6th Cir. Affirms Summary Judgment Ruling --------------------------------------------------------- PETROLEUM ENHANCER, LLC, Plaintiff, v. LESTER R. WOODWARD, Defendant, POLAR MOLECULAR CORP., Intervenor Plaintiff, POLAR MOLECULAR HOLDING CORP., Interpleader/Third Party Plaintiff- Appellant, AFFILIATED INVESTMENTS, LLC; BARBARA SOCIA, PERSONAL REPRESENTATIVE OF THE ESTATE OF RICHARD J. SOCIA, DECEASED; CARL HILL; BRUCE BECKER; A. RICHARD NELSON, Third Party Defendants- Appellees, No. 13-1369 (6th Cir.), involves a bitter corporate dispute that has prompted years of litigation and several rounds of bankruptcy proceedings. Polar Molecular Holding Corporation is a publicly traded Delaware corporation that owns entirely Polar Molecular Corporation, a privately held Delaware corporation. PMC was in the petroleum-additives business and owned numerous patents and trademarks; the company was also heavily indebted, and had defaulted on a loan to Affiliated Investments, Inc. The loan was secured by all of PMC's intellectual property. Following an acrimonious dispute on Polar Holding's board, one of the directors, Richard Socia, formed a separate company named Petroleum Enhancer, LLC. Petroleum Enhancer then acquired Affiliated's interest in PMC's promissory note and collateral. In 2007, Petroleum Enhancer foreclosed on PMC's defaulted loan and brought suit to obtain possession of the intellectual property held as collateral. Polar Holding subsequently brought counterclaims asserting breach of fiduciary duty, civil conspiracy, and tortious interference against Richard Socia, Bruce Becker, and Carl Hill. The district court granted the defendants' motion for summary judgment. Having determined that there is not a genuine issue of material fact, the U.S. Court of Appeals for the Sixth Circuit affirmed the district court's grant of summary judgment on all claims, in a March 7, 2014 Opinion is available at http://is.gd/S1NT9Bfrom Leagle.com. About Polar Molecular Headquartered in Denver, Polar Molecular Corp. developed and sold fuel additives. The company also sold marketing rights to others to sell the same fuel additives. The company, faced with unpaid debts, filed for chapter 11 on Feb. 2, 1993, (Bankr. D. Mass.) and emerged in 1994. The company again filed for Chapter 11 protection on Jan. 11, 2008 (Bank. D. Colo. Case No. 08-10346). D. Bruce Coles, Esq., at Quinn & Coles, represented the Debtor in its restructuring efforts. The Debtor reported $400,001,522 in total assets, including $400,000,000 in patents and other intellectual properties, and $5,123,574 in total debts, in its schedules of assets and liabilities filed with the Court. The Hon. Elizabeth Brown of the U.S. Bankruptcy Court for the District of Colorado dismissed the case on May 19, 2008. PMC filed a second Chapter 11 bankruptcy petition in the same court in August 2008. PMC's Chapter 11 bankruptcy case was subsequently converted to a Chapter 7 liquidation, and the bankruptcy court appointed a trustee to act as the representative of PMC's estate. QUANTUM FUEL: Cancels Series B Common Stock ------------------------------------------- Quantum Fuel Systems Technologies Worldwide, Inc., filed a Certificate of Retirement of Stock with the Delaware Secretary of State to eliminate from its Amended and Restated Certificate of Incorporation, as amended, all references to the Company's Series B common stock. Effective Dec. 31, 2013, General Motors Holdings, LLC, the only holder of the Company's issued and outstanding Series B Stock, exchanged all of its 12,499 shares of Series B Common Stock for 12,499 shares of the Company's common stock, $0.02 par value per share. The exchange was pursuant to the automatic conversion provision contained in Article 5.3 of the Company's Certificate of Incorporation, which the parties agreed was triggered when the Series B Stock was transferred by General Motors Corporation to GM Holdings in connection with GM Corp's bankruptcy proceedings. As a result of such exchange, there are no longer any issued and outstanding shares of the Company's Series B Stock and, pursuant to Article 5.3 of the Company's Certificate of Incorporation, the Company is prohibited from reissuing the Series B Stock so retired. Pursuant to Section 243 of the Delaware General Corporation Law, once the Certificate of Retirement became effective, it had the effect of amending the Company's Certificate of Incorporation so as to eliminate therefrom all references to the Series B Stock. A copy of the Certificate of Retirement of Stock dated Feb. 26, 2014, is available for free at http://is.gd/UFqvBM About Quantum Fuel Lake Forest, Cal.-based Quantum Fuel Systems Technologies Worldwide, Inc. (Nasdaq: QTWW) develops and produces advanced vehicle propulsion systems, fuel storage technologies, and alternative fuel vehicles. Quantum's portfolio of technologies includes electronic and software controls, hybrid electric drive systems, natural gas and hydrogen storage and metering systems and other alternative fuel technologies and solutions that enable fuel efficient, low emission, natural gas, hybrid, plug-in hybrid electric and fuel cell vehicles. Quantum Fuel disclosed a net loss attributable to stockholders of $30.91 million in 2012 and a net loss attributable to common stockholders of $38.49 million in 2011. The Company's balance sheet at Sept. 30, 2013, showed $60.64 million in total assets, $50.27 million in total liabilities and $10.36 million in total stockholders' equity. Haskell & White LLP, in Irvine, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company does not have sufficient existing sources of liquidity to operate its business and service its debt obligations for a period of at least twelve months. These conditions, along with the Company's working capital deficit and recurring operating losses, raise substantial doubt about the Company's ability to continue as a going concern. QVC INC: Fitch Assigns 'BB' Issuer Default Rating ------------------------------------------------- Fitch Ratings has assigned a 'BBB-' rating to QVC Inc.'s (QVC) proposed 5- and 10-year note offering. Proceeds are expected to be used to reduce borrowings drawn on QVC's revolver ($922 million outstanding at Dec. 31, 2013). Any excess proceeds are expected to be used for general corporate purposes, including working capital. Fitch views the transaction as neutral to the credit profile as it is expected to be materially leverage neutral. The QVC notes' security package (including the proposed note offering) mirrors the credit facility's security package. Both sets of instruments are pari passu with each other and benefit from a security interest in the capital stock of QVC and are guaranteed by QVC's material domestic subsidiaries. Under the credit agreement, priority debt (debt senior to the credit agreements and the notes) is limited to 50% of QVC EBITDA (an approximately $900 million limit). All other additional debt (either pari passu or subordinated to QVC's existing debt) is primarily limited by the 3.5x financial leverage covenant. Under the secured indentures (including the proposed note offering), additional indebtedness is limited by a 2x interest coverage incurrence test, with standard carve outs. In addition, debt secured by QVC/QVC subsidiary assets is limited to $4.5 billion/$5 billion (currently there is no debt issued under this basket). Fitch notes that under the indenture documents, if QVC were to pledge the equity of its subsidiaries to secure debt in the future, the notes (and the credit facility under the bank agreement) would receive the security as well. Fitch does not expect this to happen. In addition to the debt limitations discussed above, the provisions of these notes include a 101% change of control offer that is triggered if 1) more than 30% of the voting power is acquired by a person other than a Permitted Holder (as defined), 2) such voting power exceeds the voting power of the Permitted Holders, and 3) QVC's secured notes are rated non-investment grade. As with the QVC secured indentures, in the event that the notes are rated investment grade (as defined), the limitations on debt, restricted payments and other provisions would fall away and would not be reinstated, regardless of any rating changes. Key Rating Drivers The ratings reflect the October 2013 announcement that Liberty intends to 1) spin-off its 22% equity/57% voting interest in TripAdvisor Inc. (TRIP) and its BuySeasons Inc. business (Evite will be separated from BuySeasons) and 2) separate the Liberty Interactive tracking stock into two new tracking stocks: Liberty Digital Commerce (LDCA/B), which will have the e-commerce companies attributed to it, and QVC (QVCA/B), which will hold QVC and the 38% HSN, Inc. stake. While Liberty consolidated TRIP into its financial statements, Fitch excluded TRIP from its financial analysis. While the loss of TRIP's value (approximately $2.6 billion) is unfavorable to the credit profile, Fitch's ratings materially rely on QVC, with Liberty's other investments, such as TRIP, viewed as incremental support to the ratings. The spin-off of BuySeasons will not cause a material change to the credit profile. The operations of BuySeasons was not a material contributor to the Liberty consolidated profile. As Fitch's ratings for Liberty and QVC reflect the consolidated legal entity/obligor credit profile, rather than the tracking stock structure, the separation of the Liberty Interactive tracking stock does not have a material impact on the credit profile. Based on Fitch's interpretation of the Liberty bond indentures, the company could not spin out QVC without consent of the bondholders, based on the current asset mix at Liberty. QVC generates 84% and 95% of Liberty's revenues and EBITDA, respectively. In addition, Fitch believes QVC makes up a meaningful portion of Liberty's equity value. Any spin-off of QVC would likely trigger the 'substantially all' asset disposition restriction within the Liberty indentures. The consolidated legal/obligor credit view (discussed above) may change over time if the Liberty Ventures (LVNT) or LDC assets become a more meaningful portion of the consolidated Liberty asset mix/equity value. At that point, Fitch may adopt a more hybrid rating analysis, taking into consideration the attribution of assets and liabilities within each tracking stock. Fitch does not expect this to occur in the near or intermediate term. The ratings reflect Fitch's expectation that the company will continue to manage leverage on a Liberty consolidated basis. Fitch expects Liberty's gross unadjusted leverage to be managed at 4x and QVC unadjusted gross leverage to be managed at 2.5x. As of Dec. 31, 2013, Fitch calculates QVC's unadjusted gross leverage at 2x and Liberty's unadjusted gross leverage at 3.8x (excludes Trip Advisor's debt and EBITDA). While Fitch expects EBITDA growth would lead to reduced leverage, Fitch expects Liberty to manage leverage closer to its target levels over the long term. Currently, there is financial flexibility for debt- funded acquisition and/or share repurchases. Fitch rates both QVC's senior secured bank credit facility and the senior secured notes 'BBB-' (two notches higher than QVC's IDR). The secured issue rating reflects what Fitch believes would be QVC's standalone rating. The ratings incorporate the risk of continued acquisitions at Liberty Interactive. Fitch recognizes that there is a risk of an acquisition of HSN, Inc. However, the ratings may remain unchanged depending on how the transaction is structured and on the company's commitment to returning QVC's or Liberty's leverage to 2.5x and 4x, respectively. Fitch recognizes QVC's ability to manage product mix and adapt to its customers shopping preferences. QVC has managed to grow revenues over the last three years (up 1.3% in 2013) and manage Fitch calculated EBITDA margins in the 20% to 22% range over that same time frame. Fitch believes that QVC will be able to continue to grow revenues at least at GDP levels going forward. Fitch models low- to mid-single-digit revenue growth at both QVC and at Liberty consolidated. QVC EBITDA margin fluctuation is driven in part by the product mix and will likely fluctuate over time as the product mixes change. However, Fitch believes, over the next few years, QVC's EBITDA margins will remain in this historical 20% to 22% range. Liquidity and Maturities Fitch believes liquidity at Liberty Interactive will be sufficient to support operations and QVC's expansion into other markets. Acquisitions and share buybacks are expected to be a primary use of free cash flow (FCF). Fitch believes that there is sufficient liquidity and cash generation (from investment dividends and tax sharing between the tracking stocks) to support debt service and disciplined investment at LVNT. Fitch recognizes that in the event of a liquidity strain at LVNT, QVC could provide funding to support debt service (via intercompany loans), or the tracking stock structure could be collapsed. Fitch notes that cash can travel throughout all entities relatively easily (although the tracking stock structure adds a layer of complexity, Liberty LLC has in the past reattributed assets and liabilities). Fitch believes that resources at QVC would be used to support Liberty LLC, and vice versa, if ever needed. Fitch believes Liberty continues to carry meaningful liquidity. Liberty carried $905 million in cash (ex-TRIP), $1.1 billion of availability on QVC's $2 billion revolver (expires March 2018), and $4.2 billion in other public holdings (ex-TRIP) as of Dec. 31, 2013. Fitch calculates FCF of $714 million (ex-TRIP) in FYE 2013. Based on Fitch's conservative projections, Fitch expects Liberty's FCF to be in the range of $750 million to $900 million. Liberty's near-term maturities include $400 million of 1% HSN exchangeable debentures that may be put to or redeemed by the company in 2016. QVC's next maturity, other than its credit facility in 2018, is approximately $769 million in 7.5% senior secured notes due in 2019, which becomes callable by QVC at 103.75 on Oct. 1, 2014. Fitch believes Liberty has sufficient liquidity to handle these maturities and potential redemption. Rating Sensitivities Positive Rating Actions: Fitch believes that the current financial policy is consistent with the current ratings. If the company were to manage to more conservative leverage targets, ratings may be upgraded. Negative Rating Actions: Conversely, changes to financial policy (including more aggressive leverage targets) and asset mix changes that weakened bondholder protection could pressure the ratings. While unexpected, revenue declines in excess of 10% that materially drove declines in EBITDA and FCF and resulted in QVC leverage exceeding 2.5x would likely pressure ratings. Fitch currently rates Liberty and QVC as follows: Liberty -- IDR 'BB'; -- Senior unsecured debt 'BB'. QVC -- IDR 'BB'; -- Senior secured debt 'BBB-'. The Rating Outlook is Stable. QVC INC: Moody's Assigns 'Ba2' Rating on Senior Secured Notes ------------------------------------------------------------- Moody's Investors Service assigned a Ba2 rating to QVC, Inc.'s proposed offering of new 5 and 10 year senior secured notes maturing in 2019 and 2024. QVC intends to utilize the net proceeds from the offering to repay indebtedness under QVC's senior secured credit facility and for working capital and other general corporate purposes. Moody's believes the offering is a credit positive as it lengthens the company's debt maturity profile. There is no change to the Ba3 Corporate Family Rating of Liberty Interactive, QVC's parent company. Assignments: QVC, Inc. New senior secured 5 year notes at Ba2 (LGD 2, 28%) New senior secured 10 year notes at Ba2 (LGD 2, 28%) LGD Revisions: Liberty Interactive LLC Senior Unsecured debt revised to (LGD 5 -- 83%) from (LGD 5 -- 85%) Ratings Rationale Liberty Interactive's Ba3 CFR reflects the good operating margins and cash flow generated from its portfolio of operating assets led by QVC, its moderate leverage with debt/EBITDA in the low four times range, and risk that its assets will be utilized in a manner that benefits shareholders more than bondholders. The rating also recognizes QVC's sizable position in the television shopping industry, its international expansion and strong capabilities in online shopping. The ratings also take into account the company's solid overall liquidity profile with its high cash balances and long term debt maturity profile. The stable rating outlook reflects our expectation that LINTA will consider opportunistic transactions including share repurchases. Moody's also expect Liberty to retain a solid liquidity position and that the QVC business will continue to show stable performance, notwithstanding economic pressures in Europe where the company has a meaningful exposure. The stable rating outlook also reflects our expectations that QVC will maintain debt/EBITDA within its target range of 2.0-2.5 times. The ratings could be downgraded if liquidity weakens, the asset composition or risk profile meaningfully changes, QVC's operating performance deteriorates meaningfully, or debt-to-EBITDA is sustained above 5.25x. In view of the company's history of aggressive financial policies, there is limited upward rating momentum in the near term. Over time maintaining balanced financial policies and continued meaningful debt reductions could lead to an upgrade. The principal methodology used in this rating was the Global Retail Industry published in June 2011. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. QVC INC: S&P Assigns 'BB' Corp. Credit Rating; Outlook Stable ------------------------------------------------------------- Standard & Poor's Ratings Services assigned QVC Inc.'s proposed senior secured notes a 'BBB-' issue-level rating (two levels above our corporate rating on the company), with a recovery rating of '1', indicating S&P's expectation for very high (90%-100%) recovery in the event of a payment default. The company will issue the notes in two maturities, 2019 and 2014. The company will use net proceeds from the offering to repay existing indebtedness and for working capital and other general corporate purposes. QVC Inc. is a wholly owned subsidiary of Liberty Interactive Corp. and accounts for the vast majority of Liberty Interactive's revenues and EBITDA. S&P analyzes the entities on a consolidated basis. Consolidated adjusted debt leverage was 3x (net of S&P's estimate of excess cash) as of Dec. 31, 2013. For 2014, S&P is expecting mid-single-digit percentage revenue and EBITDA growth at the Liberty Interactive level. S&P assumes moderate growth across most of QVC's markets, with some continuing softness in Germany and Japan. S&P expects that debt leverage will decrease modestly from the current level. RATINGS LIST QVC Inc. Corporate Credit Rating BB/Stable/-- New Rating QVC Inc. Senior Secured Notes BBB- Recovery Rating 1 RADIOSHACK CORP: Moody's Lowers Corp. Family Rating to 'Caa2' ------------------------------------------------------------- Moody's Investors Service downgraded RadioShack Corporation's corporate family rating to Caa2 from Caa1 and probability of default rating to Caa2-PD from Caa1-PD. In addition, the ratings for RadioShack's senior unsecured notes was downgraded to Caa3 from Caa2. The ratings outlook remains negative. RadioShack's Speculative Grade Liquidity assessment was lowered to SGL-3 from SGL-1. "The continuing negative trend in RadioShack's sales and margins has resulted in a precipitous drop in profitability causing continued deterioration in credit metrics and liquidity", Mickey Chadha, Senior Analyst at Moody's said. "The turnaround strategy put in place by the new management doesn't seem to be gaining much traction and it is unclear whether the closure of 1,100 stores announced by the company will result in stabilizing margins and reducing cash burn", Mr. Chadha further stated. Ratings Rationale RadioShack's Caa2 Corporate Family Rating reflects Moody's opinion that the overall business strategy of the company to reverse the decline in profitability has not gained much traction. The company's comparable store sales declined 8.8% in 2013 and gross margin declined to 34.1% for the fiscal year 2013 down from 38.4% for fiscal 2012. Moody's expects that the 2014 retail operating environment will remain challenging and the increasing price competition within the wireless mobility sector including wireless carriers will continue to pressure RadioShack's profits. The planned closure of a quarter of the company's domestic stores will significantly lower the company's scale and may result in significant costs associated with lease terminations which may be only partially offset through inventory liquidation proceeds. RadioShack's increasing reliance on its low margin mobility business continues to pressure margins and the company's credit metrics have deteriorated to levels that are not meaningful. The company's ratings also reflect its vulnerability to product renewal cycles, product volatility driven by price competition from a variety of retail formats, small store size with the constant need to re-balance product mix and obsolescence risk inherent in consumer technology. The Rating is supported by RadioShack's adequate liquidity profile, and its selection of price-competitive national and private label products. The company's breadth of peripherals for digital and audio-visual products, which often require high-touch sales efforts, helps differentiate it from big-box stores. The company's liquidity though adequate, has continued to deteriorate as it burns cash to fund its operating losses. Moody's expects the company to be increasingly reliant on its unrestricted cash balances as we expect operating losses to continue in 2014 and free cash flow to remain negative in the near term resulting in reduced financial flexibility. The nearest debt maturity is not until 2018 and the company had $180 Million in cash and $375 million availability under its ABL revolving credit facility at the end of fiscal 2013. The following ratings are downgraded and point estimates updated: Corporate Family Rating to Caa2 from Caa1 Probability of Default Rating to Caa2-PD from Caa1-PD $325 million senior unsecured notes due May 2019 to Caa3 (LGD 5, 81%) from Caa2 (LGD 5, 77%) Speculative Grade Liquidity rating to SGL-3 from SGL-1 The negative outlook reflects the uncertainty regarding the company's ability to improve its operating performance in the next 12 months and our expectation that RadioShack's ongoing lackluster operating performance, margin erosion and cash burn will likely continue and credit metrics will remain very weak in the near to medium term. Given the negative outlook and the steep decline in the company's operating performance and profitability, upward movement in RadioShack's ratings is unlikely in the near to medium term. Stabilization of the outlook will require sustained improvement in operating margins and absence of any further operating missteps. Stabilization of the outlook will also require good liquidity, and EBITDA demonstrating tangible incremental improvement. In the longer term a higher rating will require no deterioration in liquidity, sustained positive comparable store sales growth and improvements in operating margins and profitability such that debt/EBITDA is sustained below 7.5 times and EBITA to interest is sustained above 1.0 times. The failure of the company to reverse the sequential quarterly decline comparable store sales, EBITDA and earnings will lead to a downgrade. Ratings could also be downgraded due any deterioration in liquidity. Ratings could be downgraded if there is no improvement in credit metrics in the near to medium term. The principal methodology used in this rating was the Global Retail Industry published in June 2011. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. RadioShack is a retailer of consumer electronics and peripherals, as well as a retailer of cellular phones. It operates roughly 4,571 stores in the U.S. and Mexico. The company also generates sales through a network of 948 dealer outlets worldwide. Revenues for the fiscal year 2013 were approximately $3.4 billion. RAVENWOOD HEALTHCARE: Purchaser Prefer Chapter 7 Conversion ----------------------------------------------------------- Naples Lending Group, L.C., has objected to the motion of Ravenwood Healthcare, Inc., doing business as Nursing and Rehabilitation Center, to dismiss its Chapter 11 case. Naples said the case should be converted to Chapter 7. Naples Lending Group, L.C., previous DIP lender and priming secured creditor with respect to all assets of the Debtor, and the purchaser of substantially all of the Debtor's assets pursuant to order dated Aug. 12, 2013, stated that the Debtor's motion erroneously alleged, or at least certainly implied, that Naples has failed to perform its obligation to leave the estate's bank account with $10,000 to help defray the administrative expenses. The motion further suggested dismissal is prudent because it is not worth the time and expense to pursue Naples on its alleged breach of contract. Naples asserted that it has complied with the terms of the Court- approved APA. If the Court is inclined to continue the hearing on the motion, Naples requested immediate conversion to Chapter 7 rather than outright dismissal. Naples agreed with the Debtor that no purpose is served keeping the case as a Chapter 11 proceeding, with time consuming reporting requirements and UST fee obligations. But the prospect of a meaningful recovery for a Chapter 7 estate without financial risks warrants conversion. The Debtor, in its motion, stated that the assets sold to Naples represented all assets of any value of the estate of the debtor with the exception of the right of the Debtor to obtain sufficient cash from Naples to leave the Debtor $10,000 in its bank account to help defray the administrative expenses and fees accrued against the estate. The Debtor has not yet obtained the additional cash required from Naples and currently has only a minimal amount of cash on hand which is quickly being diminished by quarterly U.S. Trustee fees that must be paid while this case remains in Chapter 11. The sale of the assets to Naples has now been consummated and there no longer is any reason for the Debtor to remain in Chapter 11 and, as the Debtor is already administratively insolvent and has no assets, there is no reason for it to be converted to a Chapter 7 case. As reported in the Troubled Company Reporter on Aug. 21, 2013, the Hon. Douglas D. Dodd authorized Naples to purchase the Debtor's property pursuant to an agreement to purchase executed with the Debtor. The Court also ordered that immediately upon the closing of the sale, Naples will pay the balance between the Debtor's current cash or cash equivalents and $10,000, such that the Debtor will possess $10,000 upon the closing of the sale to Naples. Naples is entitled to the protection under Section 363(m) of the Bankruptcy Code as a purchaser in good faith. Naples provided postpetition funding to the Debtor of up to $1,000,000. About Ravenwood Healthcare, Inc. Ravenwood Healthcare, Inc. filed a Chapter 11 petition (Bankr. M.D. La. Case No. 12-10612) on April 27, 2012, in its home-town in Baton Rouge. Ravenwood Healthcare is a not-for-profit corporation which owns and operates the Harborside Nursing and Rehabilitation Center, a 165-bed skilled care facility in Baltimore, Maryland. It has 134 hourly rate based and 11 salaried rate based employees. Bankruptcy Judge Douglas D. Dodd oversees the case. William E. Steffes, Esq., and Noel Steffes Melancon, Esq., at Stefes, Vingiello & McKenzie, LLC, serve as the Debtor's counsel. In its petition, the Debtor estimated $10 million to $50 million in both assets and debts. The petition was signed by Richard T. Daspit, Sr., president. In its amended schedule, the Debtor disclosed $9,561,783 in assets and $24,113,224 in liabilities as of the Chapter 11 filing. RE-710 LLC: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: RE-710, LLC P.O. Box 274171 Tampa, FL 33688 Case No.: 14-02617 Chapter 11 Petition Date: March 11, 2014 Court: United States Bankruptcy Court Middle District of Florida (Tampa) Judge: Hon. Catherine Peek McEwen Debtor's Counsel: Katie Brinson Hinton, Esq. MCINTYRE, PANZARELLA, THANASIDES ET AL 6943 East Fowler Avenue Tampa, FL 33617 Tel: 813-899-6059 Email: katie@mcintyrefirm.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $10 million to $50 million The petition was signed by Barry D. Haught, manager of RE710, LLC. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/flmb14-2617.pdf RESERVOIR EXPLORATION: 1st Amended Liquidation Plan Confirmed ------------------------------------------------------------- U.S. Bankruptcy Judge D. Michael Lynn has confirmed the liquidation plan of Reservoir Exploration Technology, Inc. In accordance with section 6.3 of the Plan and on the Effective Date, Jason A. Rae is appointed to serve as the Liquidating Trustee of the Liquidating Trust and he is authorized to exercise all rights and powers of such position to effectuate the Plan and the Liquidating Trust Agreement. As reported by The Troubled Company Reporter, the Plan incorporates a settlement and compromise with the liquidator on behalf of parent Reservoir Exploration Technology ASA, under which RXT ASA has agreed to expeditiously liquidate the Debtor's Receivable Asset -- which is the Debtor's aliquot share of a receivable owed by Shell E&P Ireland Limited in the total amount of US$10.8 million -- and other unliquidated intercompany receivables by taking an assignment of the Debtor's interests in these assets and providing immediate Plan funding to the Debtor to ensure its ability to presently propose and perform its Plan. A copy of the First Amended Plan of Liquidation dated Jan. 30, 2014, is available for free at: http://bankrupt.com/misc/Reservoir_Exploration_Plan_Jan2014.pdf About Reservoir Exploration Reservoir Exploration Technology, Inc., a provider of seismic data and related geophysical services to the oil and gas industry and specializing in multi-component sea-floor acquisition of seismic data, sought protection under Chapter 11 of the Bankruptcy Code on Nov. 5, 2013 (Case No. 13-45148, Bankr. N.D. Tex.). The case is assigned to Judge Michael Lynn. The Debtor's parent, Reservoir Exploration Technology ASA, filed for bankruptcy protection under the laws of Norway on June 13, 2013. Mr. Jon Skjorshammer of The Selmer Law Firm, with offices in Oslo, Norway, has been appointed by the Norwegian bankruptcy court as the liquidator for RXT ASA in the Parent's Foreign Bankruptcy Case. The U.S. Debtor is represented by Jay Ong, Esq., Joseph J. Wielebinski, Esq., and Thomas D. Berghman, Esq., at Munsch Hardt Kopf & Harr, P.C., in Dallas, Texas. Lain Faulkner & Co., P.C., serves as financial advisor, and Jason A. Rae acts as chief restructuring officer. The petition was signed by Mr. Rae. The Debtor's Schedules of Assets and Liabilities disclosed $13,660,336 in assets and $18,823,697 in liabilities. RESMAE MORTGAGE: Hawaii Court Rules in Foreclosure Suit ------------------------------------------------------- A three-judge panel of the Intermediate Court of Appeals of Hawaii said the bankruptcy court order, dated June 5, 2007, confirming the second amended plan of reorganization for Resmae Corporation does not bar Leigh Matsuyoshi from contesting the validity of Resmae Mortgage Corporation's non-judicial foreclosure process in any but the Bankruptcy Court. The Intermediate Court of Appeals recently heard the appeal taken by Matsuyoshi from a September 18, 2012 "Judgment on Order Granting Plaintiff Kondaur Capital Corporation's Motion for Summary Judgment Against All Defendants on Complaint Filed June 5, 2012" entered in the Circuit Court of the Fifth Circuit1 in favor of Kondaur Capital Corporation. Matsuyoshi contends the circuit court erred by: (1) granting Kondaur Capital's motion for summary judgment, and (2) denying Matsuyoshi's Hawaii Rules of Civil Procedure (HRCP) Rule 60(b) motion to set aside judgment on the order granting Kondaur Capital's motion for summary judgment. By a warranty deed dated Feb. 13, 2007, Jun Matsuyoshi and others conveyed a property located at 2888 Hoolako Street, Lihue, Hawaii 96766 to Matsuyoshi. The Hoolako Property is located in Kaua'i County. On March 29, 2007, Resmae Corp. recorded a mortgage on the property with the Bureau of Conveyances. The Mortgage listed Matsuyoshi as the borrower of $500,000, which she would repay with interest, subject to an adjustable rate rider, no later than May 1, 2037. By letter dated May 20, 2008, Resmae Corp. gave Matsuyoshi notice of their intent to foreclose on the property because her Mortgage loan was in default. On Aug. 28, 2008, Resmae Corp. recorded an assignment of its interest to Resmae Liquidation Properties, LLC. On July 14, 2010, Resmae Liquidation Properties granted the Hoolako Property to Kondaur Capital via quitclaim deed for one dollar. The quitclaim deed was recorded on Feb. 24, 2011 in the State of Hawaii Bureau of Conveyances. By letter dated May 22, 2012, Kondaur Capital informed Matsuyoshi that she and all other occupants were required to vacate the Hoolako Property immediately. On June 5, 2012, Kondaur Capital filed a complaint against Matsuyoshi, requesting the circuit court to eject Matsuyoshi and all other persons from the Hoolako Property and award Kondaur Capital rent for the period Matsuyoshi had unlawfully possessed the Hoolako Property. The case is, KONDAUR CAPITAL CORPORATION, Plaintiff-Appellee, v. LEIGH MATSUYOSHI, Defendant-Appellant, and JOHN DOES 1-10, JANE DOES 1-10, DOE PARTNERSHIPS 1-10, DOE CORPORATIONS, 1-10, DOE ENTITIES 1-10, ALL PERSONS RESIDING WITH AND ANY PERSONS CLAIMING BY AND THROUGH OR UNDER THEM, Defendants, No. CAAP-12-0000867. A copy of the Court's March 7, 2014, including additional background of the case, is available at http://is.gd/7LXdrWfrom Leagle.com. About ResMAE Mortgage Corp. Based in Brea, California, ResMAE Mortgage Corp. -- http://www.resmae.com/-- is served the needs of borrowers who do not conform to traditional "A" credit lending criteria due to credit history, debt to income ratios, or other factors. ResMAE Mortgage filed for chapter 11 protection on Feb. 12, 2007 (Bankr. D. Del. Case No. 07-10177). Daniel J. DeFranceschi, Esq. and Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., represented the Debtor in its restructuring efforts. Adam G. Landis, Esq., and Richard Scott Cobb, Esq., at Landis Rath & Cobb LLP served as counsel to the Official Committee of Unsecured Creditors. As of Feb. 28, 2007, the Debtor's balance sheet showed total assets of $255,429,000 and total debts of $254,062,000. On June 5, 2007, the U.S. Bankruptcy Court for the District of Delaware filed its "Findings of Fact, Conclusions of Law, and Order Under 11 U.S.C. Sec. 1129(a) and (b) and Fed. R. Bankr. P. 3020 Confirming the Second Amended Plan of Reorganization of the Debtor Proposed by the Debtor and Sponsored by RMC Mortgage Holdings LLC. RIH ACQUISITIONS: Files Disclosure Statement for Liquidating Plan ----------------------------------------------------------------- RIH Acquisitions NJ LLC has filed a disclosure statement in support of its joint plan of liquidation dated Feb. 28, 2014. Under the plan of liquidation, unclassified claims including Allowed Administrative Expense Claims, Professional Compensation and Reimbursement Claims, Priority Tax Claims and DIP Credit Agreement Claims will be paid in full in Cash. The classified claims under the plan are: A. Class 1: Miscellaneous Secured Claims will receive at the discretion of the Liquidation Trustee from the Plan assets: (i) Cash in an amount equal to the lesser of (a) the amount of the claim and (b) the value of the Debtors' property securing the claim or (ii) the property securing the claim. Class 1 claims are estimated at $0. B. Class 2: Priority Non-Tax Claims will receive cash after the Effective Date or within 30 days following allowance of the Allowed Priority Non-Tax Claim. Class 2 claims are estimated at $0. C. Class 3: General Unsecured Claims will receive its Pro Rata Share of the Liquidation Trust Assets after the Liquidation Trust Assets have been liquidated and after all costs and expenses of the Liquidation Trust have been paid in full. Class 3 claims are estimated at $8,652,216.13. D. Class 4: Equity Interests will be cancelled and extinguished. On Dec. 23, 2013, Judge Gloria M. Burns approved the sale of Atlantic Club Casino Hotel's casino property and fixtures to Caesars Entertainment Corp. for $15 million; and the slot machines and other gambling equipment to Tropicana Entertainment Inc. for $8.4 million. The Sale Proceeds and other cash held by the Debtors will be used to fund the Reserves and Distributions to be made pursuant to the Plan. A copy of the Disclosure Statement is available for free at: http://is.gd/VnfZIe About RIH Acquisitions RIH Acquisitions NJ LLC, doing business as the Atlantic Club Casino Hotel in Atlantic City, New Jersey, filed a Chapter 11 petition (Bankr. D.N.J. Case No. 13-34483) on Nov. 6, 2013, in Camden, New Jersey, to sell the property in the near term. The Debtors are represented by Michael D. Sirota, Esq., and Warren A. Ustaine, Esq., at Cole, Schotz, Meisel, Forman & Leonard, P.A., in Hackensack, New Jersey; and Paul V. Shalhoub, Esq., at Willkie Farr & Gallagher LLP, in New York. Duane Morris, LLP, serves as the Debtors' special gaming regulatory counsel. Imperial Capital, LLC, serves as financial advisor and investment banker to the Debtors, while Mercer (US) Inc. serves as compensation consultant. Kurtzman Carson Consultants LLC is the Debtors' claims and noticing agent. Northlight Financial LLC, as DIP Lender, is represented by Harlan W. Robins, Esq., at Dickinson Wright PLLC, in Columbus, Ohio; Kristi A. Katsma, Esq., at Dickinson Wright PLLC, in Detroit, Michigan; and Bruce Buechler, Esq., and Kenneth A. Rosen, Esq., at Lowenstein Sandler LLP, in Roseland, New Jersey. Financing for the Chapter 11 reorganization is being provided by Northlight Financial LLC. An official committee of unsecured creditors appointed in the case is represented by Morton R. Branzburg, Esq., Carol Ann Slocum, Esq., and Richard M. Beck, Esq., at Klehr Harrison Harvey Branzburg LLP. The Committee hired PricewaterhouseCoopers, LLC, as financial advisor. RIH Acquisitions NJ LLC scheduled $17,776,359 in total assets and $16,813,022 in total liabilities. RIH ACQUISITIONS: Taps Kurztman Carson as Noticing & Claims Agent ----------------------------------------------------------------- RIH Acquisitions NJ LLC and its debtor-affiliates ask the Hon. Gloria M. Burns of the U.S. Bankruptcy Court for the District of New Jersey for permission to employ Kurtzman Carson Consultants LLC as their noticing and claims agent. The firm will: a) assist the Debtors in analyzing claims filed against their estates; b) tabulate votes and performing subscription services as may be requested or required in connection with any and all Chapter 11 plans that may be filed by the Debtors and provide ballot reports and related balloting and tabulation services to the Debtors and their professionals; c) generate an official ballot certification and testifying, if necessary, in support of the ballot tabulation results; d) manage any distributions pursuant to a confirmed plan prior to the effective date of such plan; e) provide (i) computer software support and training in the use of support software, (ii) KCC's standard reports as well as consulting and programming support for the Company requested reports, (iii) program modifications, (iv) data base modifications, and (v) other features and services in accordance with the fees outlined in a pricing schedule provided to the Company; and f) perform such other administrative services as may be requested by the Debtors that are not otherwise allowed under the Section 156(c) Retention Order. The Debtors tell the Court that they agree to pay the firm for its services, expenses, and supplies at the rates or prices set by the firm. The Debtors note that the firm's prices are generally adjusted periodically to reflect changes in the business and economic environment. The Debtors add the firm reserves the right to reasonably increase its prices, charges and rates annually. If the prices increases exceed 10%, the firm will give 30 days' written notice, the Debtors say. Evan Gershbein, Senior Vice President of Corporate Restructuring Services at Kurtzman Carson Consultants LLC, assures the Court that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. About RIH Acquisitions RIH Acquisitions NJ LLC, doing business as the Atlantic Club Casino Hotel in Atlantic City, New Jersey, filed a Chapter 11 petition (Bankr. D.N.J. Case No. 13-34483) on Nov. 6, 2013, in Camden, New Jersey, to sell the property in the near term. The Debtors are represented by Michael D. Sirota, Esq., and Warren A. Ustaine, Esq., at Cole, Schotz, Meisel, Forman & Leonard, P.A., in Hackensack, New Jersey; and Paul V. Shalhoub, Esq., at Willkie Farr & Gallagher LLP, in New York. Duane Morris, LLP, serves as the Debtors' special gaming regulatory counsel. Imperial Capital, LLC, serves as financial advisor and investment banker to the Debtors, while Mercer (US) Inc. serves as compensation consultant. Kurtzman Carson Consultants LLC is the Debtors' claims and noticing agent. Northlight Financial LLC, as DIP Lender, is represented by Harlan W. Robins, Esq., at Dickinson Wright PLLC, in Columbus, Ohio; Kristi A. Katsma, Esq., at Dickinson Wright PLLC, in Detroit, Michigan; and Bruce Buechler, Esq., and Kenneth A. Rosen, Esq., at Lowenstein Sandler LLP, in Roseland, New Jersey. Financing for the Chapter 11 reorganization is being provided by Northlight Financial LLC. An official committee of unsecured creditors appointed in the case is represented by Morton R. Branzburg, Esq., Carol Ann Slocum, Esq., and Richard M. Beck, Esq., at Klehr Harrison Harvey Branzburg LLP. The Committee hired PricewaterhouseCoopers, LLC, as financial advisor. RIH Acquisitions NJ LLC scheduled $17,776,359 in total assets and $16,813,022 in total liabilities. On Dec. 23, 2013, Judge Gloria M. Burns approved the sale of Atlantic Club Casino Hotel's casino property and fixtures to Caesars Entertainment Corp. for $15 million; and the slot machines and other gambling equipment to Tropicana Entertainment Inc. for $8.4 million. The closing of the Caesars deal occurred Feb. 3, 2014. Bill Rochelle, the bankruptcy columnist for Bloomberg News, reported that Caesars won't operate the property as a casino. The buyer said it is "evaluating options for the use of the assets." RITE AID CORP: S&P Retains 'B' CCR Following $1.15BB Refinancing ---------------------------------------------------------------- Standard & Poor's Ratings Services said that Rite Aid Corp.'s recent refinancing of its $1.15 billion first-lien term loan B-6 with a new term loan B-7 due 2020 has no impact on its 'B' corporate credit rating or stable outlook on the company. The amendment reduces the pricing on the term loan meaningfully (about 50 basis points). Other key terms of the loan remain unchanged. This amendment does not have a meaningful impact on its credit ratios. Therefore, S&P expects the financial risk profile to remain "highly leveraged". RATINGS LIST Ratings Unchanged On Refinancing Rite Aid Corp. Corporate Credit Rating B/Stable/-- $1.15 billion first-lien term loan B-7 BB- Recovery Rating 1 RIVER-BLUFF: Case Summary & 4 Top Unsecured Creditors ----------------------------------------------------- Debtor: River-Bluff Enterprises, Inc. 100 E Jackson St Ellensburg, WA 98926 Case No.: 14-00843 Chapter 11 Petition Date: March 11, 2014 Court: United States Bankruptcy Court Eastern District of Washington (Spokane/Yakima) Judge: Hon. Frank L Kurtz Debtor's Counsel: Metiner G Kimel, Esq. KIMEL LAW OFFICES 1115 W. Lincoln Avenue, Suite 105 Yakima, WA 98902 Tel: 509-452-1115 Fax: 509-452-1116 Email: mkimel@mkimellaw.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to $50 million The petition was signed by Roger Haney, president. List of Debtor's four Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ JP Morgan Chase Bank, N.A. $1,230,464 PO Box 24696 Columbus, OH 43224-0696 U.S. Bank, N.A. $4,876,495 PO Box 790401 Saint Louis, MO 63179-0401 Marcus Haney $77,507 Alpine Townhouse $2,303,637 Apartments, LLC 1442 St. Francis Avenue Modesto, CA 95356 RUTKOWSKI BROTHERS: Voluntary Chapter 11 Case Summary ----------------------------------------------------- Debtor: Rutkowski Brothers Land, LLC 850 Wilson Street Fennimore, WI 53809 Case No.: 14-10965 Chapter 11 Petition Date: March 11, 2014 Court: United States Bankruptcy Court Western District of Wisconsin (Madison) Judge: Hon. Robert D. Martin Debtor's Counsel: Eliza M. Reyes, Esq. KREKELER STROTHER, S.C. 2901 West Beltline Highway, Suite 301 Madison, WI 53713 Tel: 608-258-8555 Fax: 608-258-8299 Email: ereyes@ks-lawfirm.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by John G. Rutkowski, managing member. The Debtor did not file a list of its largest unsecured creditors when it filed the petition. SAND HOLLOW: Case Summary & 4 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Sand Hollow Investors LLC PO Box 8042 Boise, ID 83707 Case No.: 14-00333 Chapter 11 Petition Date: March 11, 2014 Court: United States Bankruptcy Court District of Idaho (Boise) Judge: Hon. Jim D Pappas Debtor's Counsel: D Blair Clark, Esq. LAW OFFICE OF D. BLAIR CLARK PLLC 1513 Tyrell Lane, Suite 130 Boise, ID 83706 Tel: (208) 475-2050 Fax: (208) 475-2055 Email: dbc@dbclarklaw.com Total Assets: $800,000 Total Liabilities: $1.6 million The petition was signed by Harvey Neef, member. A list of the Debtor's four largest unsecured creditors is available for free at http://bankrupt.com/misc/idb14-333.pdf SEGA BIOFUELS: Exclusivity Period Extended Until March 31 --------------------------------------------------------- At the behest of Sega Biofuels LLC, the U.S. Bankruptcy Court extended until March 31, 2014, the Debtor's deadline to file its Chapter 11 plan and disclosure statement. Sega Biofuels LLC, the owner of a wood-pellet plant in Nahunta, Georgia, filed a petition for Chapter 11 protection (Bankr. S.D. Ga. 13-50694) on Sept. 11 in Waycross, Georgia. The Company listed assets worth $10.6 million and debt totaling $13.7 million. The U.S. Trustee has not appointed an official committee in the Debtor's bankruptcy case. SEI HOLDING: Moody's Assigns B2 CFR & Rates 1st Lien Loan B1 ------------------------------------------------------------ Moody's Investors Service has assigned a B2 CFR and a B2-PD PDR to SEI Holding I Corporation (SEI I), a holding company and direct parent of the Singer Operating Subsidiaries and through its co- issuer, Bishop Lifting Products, Inc., associated with Delta Rigging &Tools. The company's new $225 million first lien term loan was rated B1 while its $127.5 million second lien term loan was rated Caa1. Proceeds from the debt issuance along with around $190 million of shareholder equity (including rollover equity) are to fund the purchase of DRTH Holdings, Inc. (the owner of Delta Rigging and Tools) by Bishop Lifting Products, Inc., a subsidiary of BLP Parent Corporation in the organization structure. Proceeds will also refinance existing debt, and fund various other fees and expenses. The company's $100 million asset based revolver was not rated by Moody's. The rating outlook is stable. Assignments: Issuer: SEI Holding I Corporation Corporate Family Rating, Assigned B2 Probability of Default Rating, Assigned B2-PD Senior Secured First Lien Bank Credit Facility, Assigned B1 (LGD3, 43%) Senior Secured Second Lien Bank Credit Facility, Assigned Caa1 (LGD5, 84%) Outlook, Assigned Stable Ratings Rationale SEI I's B2 CFR reflects the company's high leverage at over 5.5x on a Moody's adjusted basis proforma for the acquisition of Delta Rigging but before anticipated synergies. SBP Holding was formed in 2012 merger through the merger of Singer Equities, a distributor of industrial rubber products, and Bishop Lifting Products, a leading distributor of wire and rigging equipment in the US. The acquisition of Delta Rigging expands SBP's wire and rigging distribution. The B2 rating reflects the view that both companies sell critical components for larger projects. Specifically, the combined company will sell hydraulic hoses, industrial hoses, belts, wire rope & rigging and provide various services used in the fabrication, testing, and installation process related to cranes, blocks winches and other hoisting products including slings. The rating is hindered by its small size relative to other rated corporates in the manufacturing space, and high anticipated cyclicality in the event of an economic downturn. SEI I's ratings benefit by its good market position as many of its competitors are smaller. Moreover, positive free cash flow generation, low required capital expenditures, and the expectations that revenue growth will likely outpace the economy's growth, as the oil and gas sector is its largest end customer, are factors supporting the rating. The ratings also benefit from low customer concentration and the potential for cross selling opportunities as a result of the acquisition. The first lien and second lien debt are being co-issued by SEI Holding I Corporation and Bishop Lifting Products, Inc., direct subsidiaries of SEI Holding Corporation and BLP Parent Corporation, respectively. Both SEI Holding Corporation and BLP Parent Corporation are guaranteeing the rated debt. The new instruments also benefit from subsidiary guarantees. The B1 rating on the $225 million first lien facility reflects their first lien position on certain assets not part of the ABL collateral pool that has a first lien on the choice assets including receivables and inventory. The First Lien Term Facility shall be repayable in equal quarterly installments in an aggregate annual amount equal to 1% of the original principal amount of the First Lien Term Facility. The Caa1 rating on the second lien facility reflect their second lien priority of claim behind the $100 million ABL revolver and also behind the assets securing the first lien term facility. Moody's notes that as a distributor, the company has a relatively light asset base that would likely result in weak asset recovery for the second lien notes in a default scenario. Moody's considers the company to have adequate liquidity even after considering anticipated seasonal working capital swings due to its customers primarily serving the cyclical oil & gas industry. The ABL revolver availability is anticipated to be good although its availability will decline in a downturn if there is a reduction in the borrowing base supporting the asset backed revolver. There is good covenant room due to the transaction's lite covenant structure. In the event of a downturn, the security package will limit the company's ability to sell assets as an alternative source of liquidity. The rating or rating outlook could come under pressure if the company's leverage was to increase over 6.0x, EBITDA to interest was to fall below 2x, or if profitability declined sharply. Moody's anticipates marketing and operational synergies to support a reduction in leverage by over half a turn over the next 12 months. Nevertheless, a ratings upgrade is unlikely over the intermediate term due to its cyclical product line and small size. Longer term, were leverage to fall below 4 times and the company to report significant and consistent revenue and EBITDA growth for a multi-year period, positive ratings traction could develop. The principal methodology used in this rating was the Global Business & Consumer Service Industry Rating Methodology published in October 2010. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. SEI Holding I Corporation and Bishop Lifting Products, Inc., are intermediate subsidiaries below the ultimate holdco: SBP Holding LP. The new company offers critical value added services and distribution of industrial rubber, wire rope & rigging, as well as various other related services including testing, installation, inspection, and equipment rental. Annual consolidated revenues are anticipated to exceed $400 million in calendar year 2014. The company is headquartered in Glen Burnie, MD. SEQUENOM INC: Amends 2013 Annual Report to Correct Errors --------------------------------------------------------- Sequenom, Inc., amended its annual report on Form 10-K for the year ended Dec. 31, 2013, as originally filed with the U.S. Securities and Exchange Commission on Feb. 27, 2014. The Form 10-K/A amends page 54 of Item 7 of Part II of the Original Filing to correct an error in the following statement: "With our recent U.S. Food and Drug Administration, or FDA, clearance through the Premarket 510(k) Notification process, or 510(k), for the Impact Dx System, which is a clinical laboratory version of our research use only MassARRAY System, we believe that the Sequenom Bioscience business is well positioned to benefit from additional investment in biomarker assay panels which can be used to perform tests in a clinical laboratory setting." As corrected by the Form 10-K/A, the sentence states: "With our recent U.S. Food and Drug Administration, or FDA, submission for clearance through the Premarket 510(k) Notification process, or 510(k), for the Impact Dx System, which is a clinical laboratory version of our research use only MassARRAY System, we believe that the Sequenom Bioscience business is well positioned to benefit from additional investment in biomarker assay panels which can be used to perform tests in a clinical laboratory setting." In addition, the Form 10-K/A amends Item 15 of Part IV of the Original Filing to include new certifications by the Company's principal executive officer and principal financial officer pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended. A copy of the Form 10-K/A is available for free at: http://is.gd/2ePq4F About Sequenom Sequenom, Inc. (NASDAQ: SQNM) -- http://www.sequenom.com/-- is a life sciences company committed to improving healthcare through revolutionary genetic analysis solutions. Sequenom develops innovative technology, products and diagnostic tests that target and serve discovery and clinical research, and molecular diagnostics markets. The company was founded in 1994 and is headquartered in San Diego, California. Sequenom disclosed a net loss of $117.02 million in 2012, a net loss of $74.13 million in 2011 and a net loss of $120.84 million in 2010. The Company's balance sheet at Sept. 30, 2013, showed $164.82 million in total assets, $195.85 million in total liabilities and a $31.02 million total stockholders' deficit. SNOW CANYON: Voluntary Chapter 11 Case Summary ---------------------------------------------- Debtor: Snow Canyon Clinic, Inc. 272 East Center Street Ivins, UT 84738 Case No.: 14-22277 Chapter 11 Petition Date: March 11, 2014 Court: United States Bankruptcy Court District of Utah (Salt Lake City) Judge: Hon. William T. Thurman Debtor's Counsel: Shawn T. Farris, Esq. FARRIS & UTLEY PC 2107 W. Sunset Blvd., 2nd Floor St. George, UT 84770 Tel: (435) 634-1600 Fax: (435) 628-9323 Email: farris@farrisutley.com Total Assets: $500,721 Total Liabilities: $1.04 million The petition was signed by Laura Schlagel, president. The Debtor did not file a list of its largest unsecured creditors when it filed the petition. SOPHIA L.P.: Moody's Assigns 'B1' Rating on $998MM Term Loan ------------------------------------------------------------ Moody's Investors Service assigned a B1 rating to Sophia, L.P.'s $998 million term loan B (due 2018), which replaces an existing term loan of the same size and tenor. Sophia's other ratings, including its B3 Corporate Family Rating ("CFR") as well as its stable outlook, remain unaffected. Ratings Rationale The repricing will reduce the higher-education-software provider's interest expense by just under $5.0 million, to an estimated $140 million this year. Moody's notes that the estimated interest savings only minimally offsets the incremental interest burden the company took on in November, 2013, when it issued $400 million of PIK notes to make a distribution to its private equity owners (Hellman & Friedman). As the PIK Notes increased debt to EBITDA to about 8.5 times Moody's downgraded the ratings, including the CFR, by one notch to B3. Nevertheless, Moody's believe the profitability momentum Sophia built in 2013, on only minimal revenue increases, should continue this year and enable the company to reach our anticipated, approximately 7.0 times debt-to-EBITDA level by 2014 year end, positioning the CFR more comfortably in the B3 category. The stable outlook reflects our expectations that Sophia will continue to maintain a strong position in its niche segment and generate low single-digit annual revenue growth with consistent levels of operating profits and cash flows. The ratings could be upgraded by sustaining both debt-to-EBITDA near or below 7 times and free cash flow to debt in the mid-single-digit percentages (including Moody's standard adjustments). Expansion in the size and scope of the business, high profit margins and customer retention rates, and commitment to conservative financial policies would also be important factors for any rating upgrade. The ratings could be lowered if customer retention declines, anticipated revenue growth slows, EBITDA margins decline, liquidity weakens, if debt to EBITDA does not reduce steadily, if annual free cash flow is likely to be sustained at less than $40 million, or if free cash flow as a percentage of debt falls to the very low single digits. Assignments: Issuer: Sophia, L.P. Senior Secured Bank Credit Facility Jul 19, 2018, Assigned B1, LGD2, 25 % Sophia, L.P., headquartered in Fairfax, Virginia, is a privately- held provider of ERP software exclusively for the higher education market. The principal methodology used in this rating was Global Software Industry published in October 2012. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. SOPHIA L.P.: S&P Retains 'B' CCR After Loan Repricing ----------------------------------------------------- Standard & Poor's Ratings Services said its ratings on Fairfax, Va.-based Sophia L.P., a provider of enterprise resource planning software to higher education institutions primarily in North America, remain unchanged following the company's repricing of its $998 million outstanding term loan B, to lower its cost. The corporate credit rating remains 'B', reflecting the company's "fair" business risk profile and "highly leveraged" financial risk profile, and the outlook is negative. The 'B+' issue-level rating and '2' recovery rating also remain unchanged. RATINGS LIST Sophia L.P. Corporate Credit Rating B/Negative/-- Senior Secured B+ Recovery Rating 2 SPEEDEMISSIONS INC: Circuit Court OKs Settlement with IBC Funds --------------------------------------------------------------- On Dec. 13, 2013, and on Jan. 10, 2014, the Circuit Court in the Twelfth Judicial Circuit in and for Sarasota County, Florida, entered an Order Granting Approval of Settlement Agreement approving, among other things, the fairness of the terms and conditions of an exchange pursuant to Section 3(a)(10) of the Securities Act of 1933, as amended, in accordance with a Settlement Agreement between Speedemissions, Inc., and IBC Funds, LLC, in the matter entitled IBC Funds, LLC, vs. SpeedEmissions, Inc., Case Nos. 2013 CA 008762 NC and 2014 CA 000153. IBC commenced the Actions against the Company to recover an aggregate of $128,337 of past-due accounts payable, which IBC had purchased from certain of the Company's vendors pursuant to the terms of separate claim purchase agreements between IBC and each of the respective vendors, plus fees and costs. The Assigned Accounts relate to certain research, technical, development and legal services. The Order provides for the full and final settlement of the Claim and the Actions. The Settlement Agreement became effective and binding on Dec. 13, 2013, and Jan. 10, 2014. Pursuant to the terms of the Settlement Agreement, the Company reserved 15,000,000 shares of the Company's common stock. The Settlement Agreement provides that in no event will the number of shares of Common Stock issued to IBC or its designee in connection with the Settlement Agreement, when aggregated with all other shares of Common Stock then beneficially owned by IBC and its affiliates result in the beneficial ownership by IBC and its affiliates at any time of more than 9.99 percent of the Common Stock. Furthermore, the Settlement Agreement provides that, for so long as IBC or any of its affiliates hold any shares of Common Stock, the Company and its affiliates are prohibited from, among other things, voting any securities of the Company in favor of: (1) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries, (2) a sale or transfer of a material amount of the Company's assets or its subsidiaries' assets, (3) any material change in the Company's present capitalization or dividend policy, (4) any other material change in the Company's business or corporate structure, (5) a change in the Company's charter, bylaws, or instruments corresponding thereto (6) causing a class of the Company's securities to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association, (7) causing a class of the Company's equity securities to become eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act, (8) terminating the Company's transfer agent, (9) taking any action which would impede the purposes and objects of the Settlement Agreement or (10) taking any action, intention, plan or arrangement similar to any of those enumerated above. These prohibitions may not be modified or waived without further order of the Court. About Speedemissions Tyrone, Georgia-based Speedemissions, Inc., is a test-only emissions testing and safety inspection company. The Company reported a net loss of $281,723 for the nine months ended Sept. 30, 2012. The Company reported a net loss of $1.6 million in 2011, compared with a net loss of $2.2 million in 2010. After auditing the 2011 results, Habif, Arogeti & Wynne, LLP, in Atlanta, Georgia, expressed substantial doubt about Speedemissions' ability to continue as a going concern. The independent auditors noted that the Company has suffered recurring losses from operations and has a capital deficiency. The Company's balance sheet at Sept. 30, 2013, showed $2.44 million in total assets, $2.07 million in total liabilities, $4.57 million in series A convertible redeemable preferred stock, and a $4.20 million total shareholders' deficit. ST FRANCIS' HOSPITAL: Court OKs CBIZ as Committee Fin'l Advisor --------------------------------------------------------------- The United States Bankruptcy for the Southern District of New York authorized the Official Committee of Unsecured Creditors appointed in the Chapter 11 case of St. Francis' Hospital to retain CBIZ Accounting, Tax & Advisory of New York, LLC as the panel's financial advisor. As reported in the Troubled Company Reporter on Feb. 12, 2014, CBIZ will, among other things, provide these services: (a) assist the Committee in its evaluation of the Debtors' post- petition cash flow and/or other projections and budgets prepared by the Debtors or their financial advisor; (b) monitor the Debtors' activities regarding cash expenditures and general business operations subsequent to the filing of the petitions under Chapter 11; and (c) assist the Committee in its review of monthly operating reports submitted by the Debtors or their financial advisor. The firm's rates are: Professional Rates ------------ ------ Directors and Managing Directors $400 to $695 per hour Managers and Senior Managers $300 to $425 per hour Senior Associates and Staff $130 to $310 per hour The panel attested that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. About St. Francis' Hospital St. Francis' Hospital, Poughkeepsie, New York, and four affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 13-37725) on Dec. 17, 2013. The cases are assigned to Judge Cecelia G. Morris. St. Francis intends to sell its 333-bed acute-care facility, which was founded in 1914, for $24.2 million to Health Quest Systems Inc., absent higher and better offers. An auction will be held Feb. 13 if a rival offer is submitted. The Debtors' counsel is Christopher M. Desiderio, Esq., at Nixon Peabody LLP, in New York; the financial adviser is CohnReznick Advisory Group; and the investment banker is Deloitte Corporate Finance LLC. BMC Group is the claims and notice agent. The U.S. Trustee has appointed five members to the Official Committee of Unsecured Creditors. Alston & Bird LLP represents the Committee as its counsel. ST FRANCIS' HOSPITAL: March 26 Hearing on Teitelbaum Employment --------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York will convene a hearing on March 26, 2014, at 11:00 a.m., to consider St. Francis' Hospital, Poughkeepsie, New York, et al.'s motion to employ Teitelbaum & Baskin, LLP as co-counsel to Nixon Peabody, the proposed counsel. Objections, if any, are due March 19. Jay Teitelbaum, member of T&B, told the Court that the hourly rates of T&B personnel are: Mr. Teitelbaum, partner $350 Ron Baskin, partner $350 Dana Montone, associate $285 David Brooks, associate $275 Daniel Sorrentino $135 Partners $350 Associates $210 - $285 Legal Assistants $115 - $135 Mr. Teitelbaum assured the Court that T&B is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. Mr. Teitelbaum also related that the Executive Office of the U.S. Trustee adopted a new guideline for reviewing application for compensation and reimbursement of expenses filed under Section 330 of the Bankruptcy Code by attorneys in larger Chapter 11 cases. The firm provided the following response to the request for additional information set forth in D.1 of the Appendix B Guidelines. Question: Did you agree to any variation from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: No Question: Do any of the professionals included in the engagement vary their rate based on the geographic location of the Bankruptcy case? Response: No Question: If you represented the client in the 12 month prepetition, disclosed your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 month prepetition. If your billing rates and material financial terms have changed postpetition, explain the difference and the reason for the difference. Response: T&B did not represent the Debtors in the 12 month prepetition. Question: Has your client approved your prospective budget and staffing plan and if so, for what budget period? Response: No, as none has been requested and the scope of the work has not been precisely determined. About St. Francis' Hospital St. Francis' Hospital, Poughkeepsie, New York, and four affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 13-37725) on Dec. 17, 2013. The case is assigned to Judge Cecelia G. Morris. The Debtors are represented by Christopher M. Desiderio, Esq., Daniel W. Sklar, Esq., and Lee Harrington, Esq., at Nixon Peabody LLP, in New York. Their financial adviser is CohnReznick Advisory Group; and the investment banker is Deloitte Corporate Finance LLC. BMC Group is the claims and notice agent. The U.S. Trustee has appointed a five-member official committee of unsecured creditors. The Creditors' Committee tapped Alston & Bird LLP as counsel, and CBIZ Accounting, Tax & Advisory of New York, LLC, as financial advisor. On Jan. 30, 2014, Barry Bliss of Gibbons, P.C., was named as patient care ombudsman in the Debtors' cases. St. Francis filed for bankruptcy to sell its 333-bed acute-care facility, which was founded in 1914, for $24.2 million to Health Quest Systems Inc., absent higher and better offers. An auction was slated for Feb. 13, 2014, if a rival offer is submitted. St. Francis, however, canceled the auction and decided to accept a higher and better bid from Westchester County Health Care Corporation. Under the deal with Westchester, the buyer will assume certain liabilities, plus pay $3,500,000 in cash at closing to cover the break-up fee of $1,000,000 and administrative costs of $2,500,000. The Westchester deal provides for the exchange of bonds in the amount of $27,352,000 at 5.00%. Westchester also will loan or arrange for the loan of funds to retire the Debtors' DIP facility up to a limit of $17,600,000, secured by the Accounts Receivable. Any DIP obligation in excess of $17,600,000 will be paid by the estate. Westchester also will provide a loan in the amount of $250,000 as a "Final Payment" on Bonds to be used to initially capitalize the liquidating trust of the Estate. ST FRANCIS' HOSPITAL: PCO Wants to Hire Gibbons P.C. as Counsel --------------------------------------------------------------- Barry Liss, the patient care ombudsman appointed in the bankruptcy cases of St. Francis' Hospital, Poughkeepsie, New York and its affiliated debtors, asks the Bankruptcy Court for permission to employ his firm, Gibbons P.C., as counsel. Gibbons will, among other things: a) represent the ombudsman in any proceeding or hearing in the Bankruptcy Court, and in any action in other courts where the rights of the patients may be litigated or affected as a result of the bankruptcy case; b) advise the ombudsman concerning the requirements of the Bankruptcy Code and Bankruptcy Rules and the requirements of the Office of the U.S. Trustee relating to the discharge of his duties under Section 333 of the Bankruptcy Code; and c) advise and represent the ombudsman concerning any potential reorganization or sale of the Debtors' assets Gibbons has advised the ombudsman that the current hourly rates applicable to the principal attorneys and paralegals proposed to represent the ombudsman are: Professional Rate ------------ ---- David N. Crapo, Esq., counsel $495 Brett S. Theisen, Esq. $345 Ellen Rosen, senior paralegal $245 Diane M. Dorgan, paralegal $170 Mr. Crapo assures the Court that Gibbons is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About St. Francis' Hospital St. Francis' Hospital, Poughkeepsie, New York, and four affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 13-37725) on Dec. 17, 2013. The case is assigned to Judge Cecelia G. Morris. The Debtors are represented by Christopher M. Desiderio, Esq., Daniel W. Sklar, Esq., and Lee Harrington, Esq., at Nixon Peabody LLP, in New York. Their financial adviser is CohnReznick Advisory Group; and the investment banker is Deloitte Corporate Finance LLC. BMC Group is the claims and notice agent. The U.S. Trustee has appointed a five-member official committee of unsecured creditors. The Creditors' Committee tapped Alston & Bird LLP as counsel, and CBIZ Accounting, Tax & Advisory of New York, LLC, as financial advisor. On Jan. 30, 2014, Barry Bliss of Gibbons, P.C., was named as patient care ombudsman in the Debtors' cases. St. Francis filed for bankruptcy to sell its 333-bed acute-care facility, which was founded in 1914, for $24.2 million to Health Quest Systems Inc., absent higher and better offers. An auction was slated for Feb. 13, 2014, if a rival offer is submitted. St. Francis, however, canceled the auction and decided to accept a higher and better bid from Westchester County Health Care Corporation. Under the deal with Westchester, the buyer will assume certain liabilities, plus pay $3,500,000 in cash at closing to cover the break-up fee of $1,000,000 and administrative costs of $2,500,000. The Westchester deal provides for the exchange of bonds in the amount of $27,352,000 at 5.00%. Westchester also will loan or arrange for the loan of funds to retire the Debtors' DIP facility up to a limit of $17,600,000, secured by the Accounts Receivable. Any DIP obligation in excess of $17,600,000 will be paid by the estate. Westchester also will provide a loan in the amount of $250,000 as a "Final Payment" on Bonds to be used to initially capitalize the liquidating trust of the Estate. SUN PRODUCTS: Moody's Affirms B2 CFR & Changes Outlook to Neg. -------------------------------------------------------------- Moody's Investors Service changed Sun Products Corporations' rating outlook to negative from stable and affirmed the company's existing ratings including its B2 Corporate Family Rating (CFR). The change to a negative rating outlook reflect Moody's view that heightened competitive and promotional activity in the laundry category will pressure Sun Products' revenue and EBITDA and challenge the company's ability to meaningfully reduce its very high leverage. Moody's also updated the loss given default assessments to reflect the current debt mix. Moody's affirmed Sun Products' ratings because its sizable revenue base, good market position within laundry, positive free cash flow, and good liquidity position provide some capacity to reduce leverage. Sun Products' revenue has declined since 2010 and the company faces another challenging year in 2014 due to ongoing promotions to attract and maintain cost-conscious consumers, and significant new product launches by competitors Tide and Arm & Hammer. Sun Products is responding through its own product launches including 'all-branded fabric softener and single dose 'all mighty pacs, and Snuggle single dose laundry Scent Boosters. The company also continues to implement meaningful cost reductions including the recently announced closure of its Baltimore laundry detergent plant, outsourcing of its warehouse facilities to Exel, product reformulations, and supply chain initiatives. Sun Products will likely need to reinvest a sizable amount of the cost savings into product development and marketing to support the ongoing product launches and protect its market share. Moody's believes that EBITDA will decline modestly in 2014 and projects that Sun Products will be challenged to reduce its debt-to-EBITDA leverage (approximately 7.3x LTM 9/30/13 incorporating Moody's standard adjustments) below 6.5x this year. The level of new product introductions in the category will likely moderate in 2015, which could provide some upside as promotional activity moderates. Moody's took the following specific actions on Sun Products Corporation: Ratings Affirmed: Corporate Family Rating, at B2 Probability of Default Rating, at B2-PD Senior Secured Bank Credit Facility, at B1, LGD3-32% (changed from LGD3 - 33%) Senior Unsecured Regular Bond/Debenture, at Caa1, LGD5-85% Outlook, Changed To Negative From Stable Ratings Rationale Sun Products' B2 CFR reflects the company's high leverage and business concentration in a domestic laundry industry that is led by larger, more diversified and better capitalized competitors. The company's ability to capitalize on the increased scale created by the 2008 combination of its strong position in store brands with Unilever's branded products is more than offset by heightened promotions and increased consumer cost consciousness. Sun Products' significant retailer concentration for its private label and branded laundry care products, and limited geographic diversity outside the U.S. creates higher exposure relative to most competitors to the difficult domestic laundry industry conditions. Moreover, the company's branded strategy remains challenged by the significant additional investments required to compete effectively given category declines and intense price competition. Moody's nevertheless believes that the company's good scale and market position in laundry and dish care products, in conjunction with ongoing cost initiatives will sustain positive free cash flow. Sun Products' good liquidity position provides flexibility to execute its strategic initiatives. Debt-to-EBITDA leverage remains very high and the company is exposed to event risks related to control by private equity sponsor Vestar, and Vestar's desire to retire the remaining preferred stock issued to Unilever in the 2008 acquisition. Vestar's equity position in Sun Products is junior to the Unilever preferred stock. The company's credit agreement restricts its ability to distribute cash to its parent to fund future dividends on and redemptions of the preferred stock. Sun Products has a good liquidity position with cash and approximately $25 million of projected free cash flow provides good coverage of the $10.5 million of required annual term loan amortization. The company's undrawn $100 million revolver expiring in March 2018 provides additional liquidity support. Moody's does not expect the company will exceed the 20% revolver draw that would be necessary to trigger a requirement to meet the maximum first lien leverage covenant. The term loan does not contain a financial maintenance covenant. The negative rating outlook reflects Moody's concern that competitive pressure will make it challenging for Sun Products to reduce its high leverage. Sun Products' ratings could be downgraded if the laundry category continues to decline, Sun Products' market share weakens, or the company is unable to restore earnings growth and reduce leverage. Specifically, debt-to-EBITDA above 6.5x or low or negative free cash flow could result in a downgrade. Acquisitions, shareholder distributions or liquidity deterioration could also lead to a downgrade. An upgrade is unlikely given the high leverage and challenging industry conditions. However, Moody's could change Sun Products' rating outlook to stable if the company stabilizes revenue and earnings, demonstrates progress reducing debt-to-EBITDA leverage, sustains comfortably positive free cash flow, and maintains a good liquidity position. To be upgraded, Sun Products would need to generate consistent revenue and earnings growth such that debt-to- EBITDA is sustained below 5.0x and free cash flow-to-debt is sustained above 5%. Sun Products would also need to maintain a good liquidity position to be upgraded. The principal methodology used in this rating/analysis was the Global Packaged Goods published in June 2013. Other methodologies used include Loss Given Default for Speculative-Grade Non- Financial Companies in the U.S., Canada and EMEA published in June 2009. Sun Products, based in Wilton, Connecticut, is a provider of moderately priced and store-brand laundry detergents, fabric softeners and related household care products in the North America market. Significant brands include 'all, Snuggle, Sun Wisk, Sunlight (Canada), and Surf. The company is also the largest private label manufacturer of laundry care products in North America. Sun Products' parent company, Spotless Group Holding, LLC is controlled by affiliates of Vestar Capital Partners. Sun Products' sales for the 12 months ended September 2013 were approximately $1.7 billion. SURTRONICS INC: Landlord Wants Production of Insurance Policy ------------------------------------------------------------- Smith & Wade filed papers with the U.S. Bankruptcy Court for the Eastern District of North Carolina seeking to compel Surtronics, Inc., to produce insurance policy and all documentation evidencing proof of loss and demands made by the Debtor for insurance proceeds associated with the damage to Smith & Wade's building from the June 13 fire. Smith & Wade and the Debtor entered into a lease agreement on Oct. 1, 2003, pursuant to which, Smith & Wade, as landlord, leased the property (real property known as 4001 Beryl Drive, 4025 Beryl Drive and 508 Method Road, Raleigh, Wake County, North Carolina) to the Debtor as tenant. The lease agreement required the Debtor to maintain fire insurance for the property at its sole expense but for mutual benefit of the parties. Smith & Wade said in court papers filed last month that the Debtor has not produced the documents that it represented to the Court it would provide Smith & Wade. As reported by the Troubled Company Reporter, Smith & Wade has opposed the approval of the Disclosure Statement and the Clarified and Corrected Chapter 11 Plan dated Jan. 15, 2014, proposed by Surtronics. Smith & Wade filed two claims against the Debtor on Jan. 17, 2014. The first claim, Claim No. 21, was filed for $2,186,456 for insurance proceeds associated with the damage caused to property owned by Smith & Wade from a June 2013 fire. The second claim, Claim No. 22, was filed to preserve its right to seek damages against the Debtor for environmental cleanup costs that the Debtor alleges has been incurred from alleged environmental damage to the Property. On Jan. 20, 2014, Smith & Wade sent rejecting ballots to the Debtor on behalf of its claims. Smith & Wade objects to the Debtor's Amended Plan for these reasons: (1) The Debtor does not provide sufficient information in the Disclosure Statement to enable Smith & Wade, or any other creditor of the Debtor, to make an informed judgment of the Plan; (2) The Amended Plan attempts to assume the contract between Smith & Wade and the Debtor without satisfying the requirements of 11 U.S.C. Sec. 365(b); (3) The Amended Plan fails to classify or provide for Smith & Wade's claims based on insurance proceeds for damage to the Property caused by the June 2013 fire as well as its potential claim against the Debtor for environmental cleanup costs; (4) The Amended Plan incorrectly states that Smith & Wade's claim is unimpaired; (5) The Amended Plan does not satisfy Sec. 1129(1)(10); (6) Class 7's treatment is not authorized by the Bankruptcy Code; (7) The Amended Plan cannot proceed to the cram-down provisions of Sec. 1129(b), but even if it could, it would violate the absolute priority rule and is not "fair and equitable" to Smith & Wade. Smith & Wade is represented by Gregory B. Cramption, Esq. -- gcrampton@nichollsscrampton.com -- of Nicholls & Cramption, P.A., in Raleigh, North Carolina. About Surtronics, Inc. Raleigh, North Carolina-based Surtronics, Inc., filed a Chapter 11 bankruptcy petition in Wilson, North Carolina (Bankr. E.D.N.C. Case No. 13-05672) on Sept. 9, 2013. Founded in 1965, Surtronics is in the business of providing electroplating and anodizing services to base-metal alloys for use across various industries, including but not limited to aerospace, defense, medical, telecommunications, and automotive. Surtronics' primary production facility and corporate office are located in a series of buildings at 4001 and 4025 Beryl Drive, and 508 Method Road, Raleigh, North Carolina. The Debtor is represented by David A. Matthews, Esq., at Shumaker, Loop & Kendrick, LLP, in Charlotte, North Carolina. Carr Riggs & Ingram PLLC, serves as its accountants. In its schedules, the Debtor disclosed $16,300,878 in total assets and $3,507,088 in total liabilities. The Bankruptcy Administrator has been unable to organize and recommend to the Bankruptcy Court the appointment of a committee of creditors holding unsecured claims against Surtronics Inc. TLC HEALTH: Gleichenhaus Okayed as Patient Care Ombudsman Counsel ----------------------------------------------------------------- The Hon. Carl L. Bucki of the U.S. Bankruptcy Court for the Western District of New York authorized Linda Scharf, the Patient Care Ombudsman of TLC Health Network, to employ Gleichenhaus, Marchese & Weishaar, PC as general counsel for the Ombudsman, effective Jan. 15, 2014. As reported in the Troubled Company Reporter on Feb. 7, 2014, Gleichenhaus Marchese will provide legal services as needed throughout the tenure of Ms. Scharf's Ombudsman appointment, and represent and assist the PCO in carrying out her duty. Gleichenhaus Marchese will be paid at these hourly rates: Robert B. Gleichenhaus $200 Michael A. Weishaar $200 Paralegals and legal secretaries $80 Gleichenhaus Marchese will also be reimbursed for reasonable out- of-pocket expenses incurred. Michael A. Weishaar, partner of Gleichenhaus Marchese, 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. Gleichenhaus Marchese can be reached at: Michael A. Weishaar, Esq. GLEICHENHAUS, MARCHESE & WEISHAAR, PC 930 Convention Tower, 43 Court Street Buffalo, NY 14202 Tel: (716) 845-6446 Fax: (716) 845-6475 E-mail: weishaaresq@gmail.com TLC Health Network filed a Chapter 11 petition (Bankr. W.D.N.Y. Case No. 13-13294) on Dec. 16, 2013. The petition was signed by Timothy Cooper as Chairman of the Board. The Debtor estimated assets of at least $10 million and debts of at least $1 million. Jeffrey A. Dove, Esq., at Menter, Rudin & Trivelpiece, P.C., serves as the Debtor's counsel. The case is assigned to the Hon. Carl L. Bucki. A three-member panel composed of Cannon Design, Chautauqua Opportunities, Inc., and Jamestown Rehab Services has been appointed as the official unsecured creditors committee. TLC HEALTH: Taps Hodgson Russ as Special Counsel ------------------------------------------------ TLC Health Network asks the Hon. Carl L. Bucki of the U.S. Bankruptcy Court for the Western District of New York for permission to employ Hodgson Russ LLP as its special counsel for certain labor and health law matters. The Debtor says the firm will be required to render legal services relating to the administration and prosecution of certain labor and health care law issues that impact the Debtor during this Chapter 11 case. The firm's attorney charges between $140 and $625 per hour while paralegals and law clerks bill from $80 to $215 per hour. Garry M. Graber, Esq., attorney at the firm, assures the Court that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. About TLC Health TLC Health Network filed a Chapter 11 petition (Bankr. W.D.N.Y. Case No. 13-13294) on Dec. 16, 2013. The petition was signed by Timothy Cooper as Chairman of the Board. The Debtor estimated assets of at least $10 million and debts of at least $1 million. Jeffrey A. Dove, Esq., at Menter, Rudin & Trivelpiece, P.C., serves as the Debtor's counsel. The case is assigned to the Hon. Carl L. Bucki. A three-member panel composed of Cannon Design, Chautauqua Opportunities, Inc., and Jamestown Rehab Services has been appointed as the official unsecured creditors committee. TLO LLC: Liquidating Plan Outline Approved ------------------------------------------ Judge Paul G. Hyman of the U.S. Bankruptcy Court for the Southern District of Florida, West Palm Beach Division, has approved the disclosure statement explaining TLO, LLC's Amended Plan of Liquidation. The Plan, filed March 7, projects that $18 million will be available for equity interest holders, assuming that the secured claim of Hank Asher, the Debtor's deceased founder, will be allowed in full. If the secured claim of TI is not recharacterized, then TI will be entitled to its $89 million claim, including default interest, attorneys' fees and costs -- the current amount of which is in excess of $91 million and began accruing interest at the default rate of 6.25% on January 24, 2014. The Plan proposes that $16.5 million is used for full payment of unsecured creditors. Bill Rochelle, the bankruptcy columnist for Bloomberg News, noted that the validity of the $91 million secured loan made by TLO's deceased founder is up in the air as two shareholders, Jules Kroll and Thomas H. Glover, initiated a lawsuit in bankruptcy court contending that Asher's claim should be treated as equity. Together, Kroll and Glover own 11.3 percent of the equity. Kroll is the founder of Kroll Inc., the investigations firm. A full-text copy of the March 7 version of the Disclosure Statement is available for free at: http://bankrupt.com/misc/TLOLLCds0307.pdf About TLO LLC TLO LLC, a provider of risk-mitigation services, filed a petition for Chapter 11 reorganization (Bankr. S.D. Fla. Case No. 13-bk20853) on May 9, 2013, in West Palm Beach, Florida, near the company's headquarters in Boca Raton. The petition was signed by E. Desiree Asher as CEO. Judge Paul G. Hyman, Jr., presides over the case. Robert C. Furr, Esq., and Alvin S. Goldstein, Esq., at Furr & Cohen, serve as the Debtor's counsel. Bayshore Partners, LLC is the Debtor's investment banker. Thomas Santoro and GlassRatner Advisory & Capital Group, LLC are the Debtor's financial advisors. Paul J. Battista, Esq., and Mariaelena Gayo-Guitian, Esq., at Genovese, Joblove & Battista, P.A., represent the Official Committee of Unsecured Creditors as counsel. The Debtor disclosed assets of $46.6 million and liabilities of $109.9 million, including $93.4 million in secured claims. The principal lender is Technology Investors Inc., owed $89 million. TII is owned by the estate of Hank Asher, the company's primary owner who died this year. There is $4.6 million secured by computer equipment. TRANSUNION HOLDING: Moody's Assigns Ba3 Rating on $2.05BB Debt -------------------------------------------------------------- Moody's Investor Service assigned a Ba3 rating to TransUnion Holding Company, Inc.'s proposed $2.05 billion of senior secured credit facilities comprising a $190 million revolving credit facility, a $1.175 billion term loan B, and a $687 million of delayed draw term loan B facility. Moody's also affirmed TransUnion's B2 Corporate Family Rating ("CFR"), B2-PD probability of default rating, the Caa1 senior unsecured PIK notes rating, and the SGL-2 Speculative Grade Liquidity rating. The ratings outlook is stable. The company plans to refinance existing credit facilities and use proceeds from the delayed draw term loan to repay 11.375% senior unsecured notes at TransUnion LLC. Moody's will withdraw the ratings for existing senior credit facilities and the 11.375% senior unsecured notes upon full repayment of debt. The ratings are contingent upon closing of the proposed transaction and Moody's review of final documentation. Ratings Rationale The proposed transactions will extend TransUnion's debt maturities and reduce interest expense by up to approximately $60 million annually. The meaningful reduction in interest expense will mitigate the impact from the company's planned stepped-up levels of capital expenditures to support its cost saving and growth initiatives. TransUnion's CFR is weakly positioned in the B2 rating category due to the company's elevated leverage resulting from its debt- financed distributions to shareholders and acquisitions. Total debt to EBITDA (incorporating Moody's standard analytical adjustments) is over 7x. Moody's expects the ratio to decline to about 6.5x by mid 2015, which will still be at the higher end of the tolerance range for the B2 CFR. The company has weak free cash flow relative to debt (1% for FY 2013 and about 2% to 3% expected for 2014) despite significant interest savings. The Ba3 rating for the proposed senior credit facilities is one notch below the Ba2 rating for the existing senior credit facilities. This lowered rating reflects a greater expected loss for secured debt as the secured credit facilities will replace the unsecured notes and there will be relatively less senior unsecured debt to provide loss absorption. The stable outlook reflects Moody's expectation that TransUnion's EBITDA should increase from revenue growth and margin expansion and the company will allocate a portion of its free cash flow to reduce debt. Moody's expects TransUnion to maintain good liquidity. The ratings could be downgraded if TransUnion is unable to expand margins, if liquidity weakens, or the company loses market share. Moody's could lower the ratings if it believes that the company is unlikely to reduce debt and maintain total debt to EBITDA below 6.5 times on a Moody's adjusted basis. TransUnion's ratings could be raised if Moody's believes that the company could reduce and maintain leverage below 5x and generate free cash flow to debt of above 5% on a sustained basis. Moody's has taken the following ratings action: Issuer: TransUnion Holding Company, Inc. Corporate Family Rating -- Affirmed, B2 Probability of Default Rating -- Affirmed, B2-PD $600 million 9 5/8% senior unsecured PIK toggle notes due 2018 -- Affirmed , Caa1 (to LGD5, 86% from LGD5, 85%) $400 million 8 1/8% senior unsecured PIK toggle notes due 2018 -- Affirmed , Caa1 (to LGD5, 86% from LGD5, 85%) Speculative Grade Liquidity Rating -- Affirmed, SGL-2 Issuer: TransUnion LLC $190 million Revolving Credit Facility due 2019 -- Assigned, Ba3 (LGD3 31%) $1,175 million Term Loan B due 2021 -- Assigned, Ba3 (LGD3 31%) $687 million Delayed Draw Term Loan B due 2021 -- Assigned, Ba3 (LGD3 31%) The following ratings will be withdrawn upon repayment of debt: Issuer: TransUnion LLC $25 million senior secured revolver due 2015 -- Ba2 (LGD2 15%) $30 million senior secured revolver due 2016 -- Ba2 (LGD2 15%) $155 million senior secured revolver due 2017 -- Ba2 (LGD2 15%) $1,123 million (outstanding) senior secured term loan B due 2019 -- Ba2 (LGD2 15%) TransUnion is a leading provider of information and risk management solutions to businesses across multiple industries, and to individual consumers. In FY 2013, TransUnion reported approximately $1.2 billion in revenues. The principal methodology used in this rating was Global Business & Consumer Service Industry Rating Methodology published in October 2010. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. TRANSUNION CORP: S&P Affirms 'B+' CCR & Rates $190MM Facility 'B+' ------------------------------------------------------------------ Standard & Poor's Ratings Services said it affirmed its 'B+' corporate credit rating on Chicago-based TransUnion Corp. The outlook is stable. At the same time, S&P assigned a 'B+' issue-level rating with a recovery rating of '3' to TransUnion LLC's proposed $190 million revolving credit facility, $1,175 million senior secured term loan B, and $687 million delayed-draw term loan B. The '3' recovery rating indicates S&P's expectation for meaningful (50% to 70%) recovery of principal in the event of a default. S&P also affirmed its 'B-' issue-level rating on TransUnion Holding Co. Inc.'s senior unsecured paid-in-kind (PIK) toggle notes, with a '6' recovery rating. The '6' recovery rating indicates S&P's expectation for negligible (0% to 10%) recovery of principal in the event of a default. S&P will withdraw its 'BB-' issue-level rating and '2' recovery rating on the company's existing secured first-lien debt upon the close of the proposed transaction. "Our ratings on TransUnion Corp. reflect its 'highly leveraged' financial profile and 'satisfactory' business risk profile," said Standard & Poor's credit analyst Martha Toll-Reed. "We view the industry risk as 'intermediate' and the country risk as 'very low,'" she added. The stable outlook reflects S&P's view that the company will maintain moderate organic growth and solid profitability and continue to generate positive FOCF. The company's defensible market position and stable operating performance lessen the potential for credit deterioration. However, sustained leverage in excess of the mid-7x level due to a challenging economic environment and potential earnings deterioration, or incremental debt-financed acquisitions, could lead to a lower rating. A highly leveraged financial profile, and S&P's view that the company's ownership structure is likely to preclude sustained deleveraging, constrains a possible upgrade. TUSCANY INTERNATIONAL: Files Chap. 11 Plan of Reorganization ------------------------------------------------------------ Tuscany International Holdings (U.S.A.) Ltd., et al., filed with the U.S. Bankruptcy Court for the District of Delaware a plan of reorganization, which proposes that a newly-formed entity organized by certain prepetition lenders will credit bid a principal amount of the Prepetition Credit Agreement Claims and/or DIP Facility Claims to be determined in exchange for all or substantially all of the assets of the HoldCo. The Prepetition Credit Agreement Claims is estimated to total $201,975,433. As part of the negotiations of a prepetition restructuring support agreement, which forms the basis of the Plan, certain Prepetition Lenders agreed to provide DIP financing in the amount of $35 million, plus a roll-up of an additional $35 million of prepetition debt. On the effective date of the Plan, Reorganized HoldCo will issue 100% of the Reorganized HoldCo Common Stock to the Plan Administrator. The holders of general unsecured claims against HoldCo and Intercompany Claims will not receive any recovery under the Plan. Unsecured creditors of bankrupt affiliate Tuscany International Drilling Inc. will be paid in full. A hearing to consider approval of the Disclosure Statement is scheduled for April 7, 2014, at 10:00 (ET). To determine if there is a better offer than the plan involving a debt-for-equity swap with the lenders, the bankruptcy court will hold a hearing on March 21 for approval of auction and sale procedures, Bill Rochelle, the bankruptcy columnist for Bloomberg News, said. If the judge agrees, competing bids would be due April 25, followed by an auction on May 2. A full-text copy of the Disclosure Statement explaining the Plan dated March 3, 2014, is available for free at: http://bankrupt.com/misc/TUSCANYds0303.pdf About Tuscany International Tuscany International Holdings (U.S.A.) Ltd. and Tuscany International Drilling Inc. sought protection from creditors under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 14-10193) in Delaware on Feb. 2, 2014. Tuscany USA also intends to commence ancillary proceedings in the Court of Queen's Bench of Alberta under the Companies' Creditors Arrangement Act. Pursuant to a restructuring support agreement with prepetition lenders holding 95% of the prepetition loans, the Debtors have agreed to sell substantially all of the assets of TID to lenders in exchange for a credit bid of certain of their debt, effectuated through a plan of reorganization. Headquartered in Calgary, Alberta, Tuscany is engaged in the business of providing contract drilling and work-over services along with equipment rentals to the oil and gas industry. Tuscany is currently focused on providing services to oil and natural gas operators in South America. Tuscany has operating centers in Colombia, Brazil, and Ecuador. The Colombian and Brazilian businesses are operated by certain non-debtor affiliates, while the Ecuador business is operated by branch office of debtor TID. As of the Petition Date, Tuscany entities owned 26 rigs, of which 12 are located in Colombia, nine in Brazil and five in Ecuador. Of the 26 rigs, 15 were contracted and operational as of the Petition Date and five were directly owned by the Debtors. Latham & Watkins LLP's Mitchell A. Seider, Esq., Keith A. Simon, Esq., David A. Hammerman, Esq., and Annemarie V. Reilly, Esq.; and Young Conaway Stargatt & Taylor, LLP's Michael R. Nestor, Esq., and Kara Hammond Coyle, Esq., serve as the Debtors' co-counsel. FTI Consulting Canada, Inc.'s Deryck Helkaa is the chief restructuring officer. Prime Clerk LLC is the claims and notice agent, and administrative agent. McCarthy Tetrautt LLP is the special Canadian counsel. Deloitte & Touche LLP provides tax services. UNITED RENTALS: Moody's Affirms B1 CFR Over National Pump Deal -------------------------------------------------------------- Moody's Investors Service affirmed United Rentals (North America), Inc.'s Corporate Family Rating (CFR) of B1 and its Probability of Default Rating (PDR) of B1-PD following the March 9, 2014 announcement of United Rentals' proposed $780 million acquisition of four related companies: National Pump & Compressor, Ltd., Canadian Pump & Compressor Ltd., GulfCo Industrial Equipment, LP and LD Services, LLC known collectively as National Pump & Compressor ("National Pump," unrated) which supplies rental pumping equipment to the energy industry and other end-markets. Moody's also affirmed all instrument ratings and the company's SGL-3 Speculative Grade Liquidity Rating which reflects the expectation that United Rentals will maintain an adequate liquidity profile over the next 12 to 18 months. The ratings outlook remains stable. Rating Rationale According to Moody's, "The affirmation of United Rentals' B1 CFR, reflects our expectation for continued revenue and EBITDA growth for both United Rentals existing business and from National Pump. The acquisition is anticipated to add over $200 million in annual revenues and approximately $100 million in adjusted EBITDA to United Rentals' $5 billion revenue base and over $2 billion in adjusted EBITDA. United Rentals' revenue and earnings growth has been driven by the improved demand environment and the successful integration of the operations of RSC Holdings Inc. acquired in April 2012. The B1 CFR also benefits from United Rentals' significant size relative to its competitors and related economies of scale, product breadth, diversified customer base, and market position." National Pump is the second-largest specialty pump rental company in North America which is strongly benefiting from the shale boom in the U.S. United Rentals currently has little presence in the pump rental market serving the energy sector. About half of National Pump's revenue comes from upstream oil and gas customers. The other half comes from various sectors including petrochemicals, pipelines, and mining. Exposure to these end- markets should help reduce some of United Rentals' current end- market exposure to non-residential construction, which was 46% of United Rentals' 2013 rental revenue. The proposed acquisition of National Pump will allow United Rentals, which is the largest construction equipment rental company in the US, to expand its product and service offerings in to one of the largest and highest growth specialty rental equipment markets. Moody's said, "We view this diversification of United Rentals' rental equipment and services, which will allow United Rentals to more fully capitalize on business related to the robust shale exploration and production market, as credit positive for United Rentals. Although we anticipate that this acquisition will increase funded debt by about 10%, the high margin product line is expected to be accretive to earnings, and we do not anticipate that it will materially pressure the company's credit metrics. "National Pump will fall under United Rentals' smaller, growing specialty rental fleet business, as part of United Rentals' specialty division. Moody's does not anticipate meaningful challenges to be faced in the integration of National Pump as it initially will likely be managed as a standalone rental business. Over time we anticipate benefits from cross selling opportunities and equipment purchases. We expect National Pump to be a good long-term fit for United Rentals given its added product diversification and exposure to robust energy-related end-markets. In the near-term, we anticipate that the acquisition will increase funded debt by about 10%. In the short-term, leverage is likely to be just short of a trigger for negative rating consideration, but we do not expect leverage to surpass this level. Additionally, since we believe the acquisition will be accretive to earnings, the leverage and other metrics should quickly begin to again improve as National Pump is integrated. We would anticipate that the company will limit further sizeable acquisitions during this period, particularly since United Rentals remains committed to completing its $500 million share repurchase program (authorized in October 2013) by April 2015. If the company were to increase funded debt for shareholder friendly activities or additional sizeable acquisitions following the anticipated increase in debt related to this transaction, the ratings could face downward pressure." Issuer: United Rentals (North America), Inc. Probability of Default Rating, Affirmed B1-PD Speculative Grade Liquidity Rating, Affirmed SGL-3 Corporate Family Rating, Affirmed B1 Senior Subordinated Regular Bond/Debenture, Affirmed B3 (LGD6-93%) Senior Unsecured Regular Bond/Debentures, Affirmed B2 (LGD4-64%) Affirmations: Issuer: RSC Holdings III, LLC Senior Unsecured Regular Bond/Debenture, Affirmed B2 (LGD4-64%) Issuer: UR Financing Escrow Corporation Senior Secured Regular Bond/Debenture, Affirmed Ba2 (LGD2-24%) Senior Unsecured Regular Bond/Debentures , Affirmed B2 (LGD4-64%) Outlook Actions: Issuer: RSC Holdings III, LLC Outlook, Changed To No Outlook From Rating Withdrawn Issuer: United Rentals (North America), Inc. Outlook, Remains Stable United Rentals' stable ratings outlook reflects the expectation for modest improvement in its credit metrics balanced against the cyclical business risks and high leverage. The ratings could be upgraded or outlook changed if the company were expected to experience positive free cash flow to debt after net capital expenditures and other uses so as to allow for continued deleveraging--specifically, debt to EBITDA trending towards 3.25 times and EBIT to interest above 1.75 times on a Moody's adjusted basis, all on a sustained basis. Positive traction could be limited by future return of cash to shareholders via stock repurchases depending on leverage. Reductions in leverage would be considered in light of the company's target leverage ratio, and its projected overall cash generating ability. The ratings outlook or rating could be adversely affected if debt to EBITDA were expected to increase above 4.0 times, EBIT to interest decreased below 1.25 times, or the company's liquidity profile weakened. Ratings could also be adversely impacted if sales and margins contracted thereby resulting in a lower return on its expanded fleet. The principal methodology used in this rating was the Global Equipment and Automobile Rental Industry Methodology published in December 2010. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. United Rentals, headquartered in Stamford, CT, is an equipment rental company with a fleet of approximately 400,000 units and over 800 rental locations across the US and Canada. The company operates in two business segments. Its General Rentals segment provides construction, industrial and homeowner equipment while its Trench Safety, Power & HVAC segment provides equipment for underground construction, temporary power, climate control and disaster recovery. While the primary source of revenue is from renting equipment, the company also sells equipment and related parts and services. LTM revenue for the period ending December 31, 2013 was approximately $5 billion. UNIVERSAL HEALTH: Genovese to Review Claims v. E&Y, Milliman ------------------------------------------------------------ Soneet R. Kapila, as the duly appointed Chapter 11 Trustee for the estate of Universal Health Care Group, Inc., et al., asks the Bankruptcy Court to expand and approve the retention of the law firm of Genovese Joblove & Battista, P.A., the trustee's present special counsel, to investigate and, if appropriate, pursue certain litigation claims on a contingency fee basis. On June 27, 2013, the Court entered an order approving Chapter 11 trustee's employment of Theresa Van Vliet, Esq. and Genovese as special counsel. Since his appointment, the trustee, among other things, has been conducting his investigation into the affairs of the Debtors. In connection therewith, the trustee has concluded that it is appropriate to investigate and, if applicable, prosecute any and all potential claims and causes of action that may exist against either Ernst & Young, as the Debtors' prepetition auditors, and Milliman, Inc., who provided certain prepetition consulting services to the Debtors. In order to properly investigate and pursue any of the litigation claims, the trustee seeks to engage the services of special counsel with expertise and experience in these areas in order to enable the trustee to discharge his statutory duties. The trustee proposes to engage Genovese on a 35% contingency fee basis with the Debtors' estates being responsible for the payment of any out-of-pocket costs and expenses, including expert fees, incurred in connection with such representation. About Universal Health Care Universal Health Care Group, Inc., owns an insurance company and three health-maintenance organizations that provide managed care services for government sponsored health care programs, focusing on Medicare and Medicaid. Universal Health was founded in 2002 by Dr. A.K. Desai and grew its operations of offering Medicare plans to more than 37,000 members to over 20 states. Universal Health filed a Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No. 13-01520) on Feb. 6, 2013, after Florida regulators moved to put two of the company's subsidiaries in receivership. Universal Health Care estimated assets of up to $100 million and debt of less than $50 million in court filings in Tampa, Florida. Harley E. Riedel, Esq., at Stichter Riedel Blain & Prosser, in Tampa, serves as counsel to the Debtor. Soneet R. Kapila has been appointed the Chapter 11 Trustee in the Debtor's case. He is represented by Roberta A. Colton, Esq., at Trenam, Kemker, Scharf, Barkin, Frye, O'Neill & Mullis, PA. Dennis S. Jennis, Esq., and Jennis & Bowen, P.L., serve as special conflicts counsel and E-Hounds, Inc. serves as a forensic imaging consultant to the Chapter 11 trustee. UPPER VALLEY COMMERCIAL: Withdraws Request to Use Cash Collateral ----------------------------------------------------------------- Upper Valley Commercial Corp. on Feb. 25 withdrew its motion for continued use of cash collateral. The company filed the motion on Jan. 28 to seek interim approval from U.S. Bankruptcy Judge J. Michael Deasy to use the cash collateral until April 4 to pay its costs and expenses. Woodsville Guaranty Savings Bank, which is owed $1.15 million, asserts an interest in the collateral. About Upper Valley Commercial Corporation Upper Valley Commercial Corporation, which runs a lending business in the Upper Connecticut Valley of New Hampshire, filed a Chapter 11 petition (Bankr. D. N.H. Case No. 13-13110) in Manchester, New Hampshire, on Dec. 31, 2013. Upper Valley Commercial Corporation said it is liquidating its assets after discovering that some of its investment and lending activities lacked proper licensing by the State of New Hampshire. The Debtor will file a liquidating plan as part of an agreement with the New Hampshire Banking Department. The Debtor disclosed $12,782,877 in assets and $11,584,281 in liabilities as of the Chapter 11 filing. The Debtor is represented by attorneys at The Tamposi Law Group, led by Peter N. Tamposi, Esq., in Nashua, New Hampshire. No trustee or examiner has been appointed in Debtor's case and no official statutory committee has yet been appointed or designated by the U.S. Trustee. UPPER VALLEY COMMERCIAL: Gets Court Approval for Woodsville Deal ---------------------------------------------------------------- Upper Valley Commercial Corp. received court approval for a deal that would terminate its need to use cash collateral. Judge J. Michael Deasy of U.S. Bankruptcy Court for the District of New Hampshire approved the company's agreement with Woodsville Guaranty Savings Bank and Patten's Gas. Under the settlement, Patten's Gas, a New Hampshire-based gas supplier, will assume Upper Valley's secured debt and make payment to the company. Upper Valley owes $1.147 million to Woodsville, which is backed by cash collateral and other assets of the company. Approval of the settlement terminates Upper Valley's need to use the cash collateral since it will no longer have any secured debt. The deal also requires Woodsville to modify the debt assumed by Patten's Gas to provide additional credit of up to $3 million. The new credit will be used to pay off the current bridge loan between Patten's Gas and Woodsville, and to provide the gas supplier with $729,000 in revolving credit. It will also be used to make the payment to Upper Valley. Under the settlement, Upper Valley will provide general releases to both Woodsville and Patten's Gas of any and all liability. A full-text copy of the agreement is available without charge at http://is.gd/6zwGji The U.S. trustee, a Justice Department agency that oversees bankruptcy cases, had previously opposed the settlement. The agency questioned in particular the granting of general releases this early in Upper Valley's bankruptcy case. About Upper Valley Commercial Corporation Upper Valley Commercial Corporation, which runs a lending business in the Upper Connecticut Valley of New Hampshire, filed a Chapter 11 petition (Bankr. D. N.H. Case No. 13-13110) in Manchester, New Hampshire, on Dec. 31, 2013. Upper Valley Commercial Corporation said it is liquidating its assets after discovering that some of its investment and lending activities lacked proper licensing by the State of New Hampshire. The Debtor will file a liquidating plan as part of an agreement with the New Hampshire Banking Department. The Debtor disclosed $12,782,877 in assets and $11,584,281 in liabilities as of the Chapter 11 filing. The Debtor is represented by attorneys at The Tamposi Law Group, led by Peter N. Tamposi, Esq., in Nashua, New Hampshire. No trustee or examiner has been appointed in Debtor's case and no official statutory committee has yet been appointed or designated by the U.S. Trustee. UPPER VALLEY COMMERCIAL: Withdraws Request to Obtain $300K Loan --------------------------------------------------------------- Upper Valley Commercial Corp. has withdrawn its motion to obtain $300,000 in financing. The company on Dec. 31 had asked U.S. Bankruptcy Judge J. Michael Deasy to obtain postpetition financing, saying it intended to continue to lend operating funds to Patten's Gas. Patten's Gas is a New Hampshire-based gas supplier owned by two of Upper Valley's officers. The financing by the company helps Patten's Gas manage its liquidity. The funds are typically used to purchase propane, which is in turn sold to its customers. The State of New Hampshire previously objected to Upper Valley's request to obtain postpetition financing, saying that it may continue to regulate the gas supplier's business through its agencies and under its police and regulatory powers. The State of New Hampshire complained that the motion does not make clear that by April 2014, Upper Valley should have negotiated and proposed a confirmable plan of liquidation, with an approved disclosure statement. This, the State asserts, should be a condition of any order granting the motion. About Upper Valley Commercial Corporation Upper Valley Commercial Corporation, which runs a lending business in the Upper Connecticut Valley of New Hampshire, filed a Chapter 11 petition (Bankr. D. N.H. Case No. 13-13110) in Manchester, New Hampshire, on Dec. 31, 2013. Upper Valley Commercial Corporation said it is liquidating its assets after discovering that some of its investment and lending activities lacked proper licensing by the State of New Hampshire. The Debtor will file a liquidating plan as part of an agreement with the New Hampshire Banking Department. The Debtor disclosed $12,782,877 in assets and $11,584,281 in liabilities as of the Chapter 11 filing. The Debtor is represented by attorneys at The Tamposi Law Group, led by Peter N. Tamposi, Esq., in Nashua, New Hampshire. No trustee or examiner has been appointed in Debtor's case and no official statutory committee has yet been appointed or designated by the U.S. Trustee. UPPER VALLEY: Committee Can Hire Bernstein Shur as Counsel ---------------------------------------------------------- The U.S. Bankruptcy Court for the District of New Hampshire authorized the Official Committee of Unsecured Creditors for the Chapter 11 cases of Upper Valley Commercial Corporation to retain Bernstein, Shur, Sawyer & Nelson, P.A., as its counsel. Among other things, the firm will: a) advise the Committee with respect to its powers and duties as an official committee pursuant to 11 U.S.C. Section 1102. b) attend meetings and negotiating with representatives of the Debtor, Woodsville Bank, and other parties in interest, responding to creditor inquiries, and advising and consulting on the conduct of the case, including all of the legal and administrative requirements of operating in Chapter 11; c) review and advise the Committee on the plan or plans of reorganization to be filed by the Debtor; d) represent the Committee in connection with any adversary proceedings that may be commenced in the proceedings and any other action necessary to protect and preserve the interests of unsecured creditors, including the investigation of possible claims; and e) advise the Committee in connection with any sale of assets. Jennifer Rood, Esq., shareholder at the firm, will bill $335 per hour. The firm' associates will charge $200 while the senior-most shareholder bills $475 per hour. The Committee noted that the firm has requested from the Debtor's estate a retainer of $10,000, to be held pending Court approval of fee applications. The Committee assures the Court that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. Upper Valley Commercial Corporation, which runs a lending business in the Upper Connecticut Valley of New Hampshire, filed a Chapter 11 petition (Bankr. D. N.H. Case No. 13-13110) in Manchester, New Hampshire, on Dec. 31, 2013. The Debtor disclosed $12,782,877 in assets and $11,584,281 in liabilities as of the Chapter 11 filing. The Debtor is represented by attorneys at The Tamposi Law Group, led by Peter N. Tamposi, Esq., in Nashua, New Hampshire. William K. Harrington, the U.S. Trustee, on Feb. 24 appointed three members to the official committee of unsecured creditors in the Chapter 11 cases of Upper Valley Commercial Corporation. Upper Valley Commercial Corporation said it is liquidating its assets after discovering that some of its investment and lending activities lacked proper licensing by the State of New Hampshire. The Debtor will file a liquidating plan as part of an agreement with the New Hampshire Banking Department. USEC INC: Moody's Withdraws Ca CFR Due to Bankruptcy Filing ----------------------------------------------------------- Moody's Investors Service has withdrawn the Ca Corporate Family Rating (CFR), the C-PD Probability of Default Rating (PDR), and the Ca rating on senior unsecured notes for USEC Inc. Ratings Rationale The ratings were withdrawn because USEC today filed a voluntary petition and a plan of reorganization under Chapter 11 of the bankruptcy code in the U.S. Bankruptcy Court for the District of Delaware. Moody's had last downgraded USEC's ratings on December 16, 2013 following the company's announcement that it has initiated a debt restructuring plan and expects to file for relief under Chapter 11 of the United States Bankruptcy Code in the first quarter of 2014. USEC INC: Section 341(a) Meeting Scheduled for April 8 ------------------------------------------------------ A meeting of creditors in the bankruptcy case of USEC Inc. will be held on April 8, 2014, at 1:00 p.m. This is the first meeting of creditors required under Section 341(a) of the Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This meeting of creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. USEC Inc. filed a Chapter 11 bankruptcy petition (Bank. D. Del. Case No. 14-10475) on March 5, 2014. John R. Castellano signed the petition as chief restructuring officer. The Debtor disclosed total assets of $70 million and total liabilities of $1.07 billion. The Hon. Christopher S. Sontchi presides over the case. Latham & Watkins LLP acts as the Debtor's general counsel. Richards, Layton and Finger, P.A., serves as the Debtor's Delaware counsel. Vinson & Elkins is the Debtor's special counsel. Lazard Freres & Co. LLC acts as the Debtor's investment banker. AP Services, LLC, provides management services to the Debtor. Logan & Company Inc. serves as the Debtor's claims and noticing agent. Deloitte Tax LLP are the Debtor's tax professionals. The Debtor's independent auditor is PricewaterhouseCoopers LLP. KPMG LLP provides fresh start accounting services to the Debtor. VAIL LAKE: Sheppard Mullin May Represent CRO Hebrank, E3 Realty --------------------------------------------------------------- Vail Lake Rancho California, LLC et al. sought and obtained permission from the U.S. Bankruptcy Court to expand the scope of employment of Sheppard, Mullin, Richter, & Hampton LLP, the Debtors' counsel, to include the representation of Thomas C. Hebrank, individually, and E3 Realty Advisors, Inc. -- the Additional Parties -- in connection with various employment matters, including certain complaints filed with the California Department of Fair Employment and Housing, one of which names the Additional Parties as respondents or co-respondents due to the Additional Parties' affiliation with, and work on behalf of, the Debtors. Mr. Hebrank is the Debtors' CRO. Sheppard Mullin is directed to separately notate its time entries so work on behalf of the Additional Parties will not be grouped with work performed on behalf of the Debtors; however, Sheppard Mullin shall be permitted to submit single interim and final fee applications that include work performed on behalf of both the Debtors and the Additional Parties. In the event Sheppard Mullin learns that an actual conflict of interest has developed in connection with its dual representation of the Debtors and the Additional Parties in the Employment Actions, Sheppard Mullin will follow the procedure approved in the "Order On Debtors' Application To Employ Sheppard, Mullin, Richter & Hampton LLP As General Bankruptcy Counsel For The Debtors" to address actual conflicts that may develop and involve the firm. About Vail Lake Vail Lake Rancho California, LLC, and its affiliates own the California campground Vail Lake Resort. Vail Lake is a large reservoir in western Riverside County, California, located on Temecula Creek in the Santa Margarita River watershed, approximately 15 miles east of Temecula, California. Properties cover approximately 9,000 acres and have an estimated water storage capacity of approximately 51,000 acre-feet. On Dec. 26, 2012, creditors of Vail Lake filed an involuntary Chapter 11 petition (Bankr. S.D. Cal. Case No. 12-16684) for Vail Lake. In a filing on June 6, 2013, the Debtor said it consents to the entry of an order for relief and does not contest the involuntary Chapter 11 petition. On June 5, 2013, the company sent 5 related entities -- Vail Lake USA, LLC ("VLU"), Vail Lake Village & Resort, LLC ("VLRC"), Vail Lake Groves, LLC, Agua Tibia Ranch, LLC, and Outdoor Recreational Management, LLC -- to Chapter 11 bankruptcy. The new debtors have sought and obtained an order for joint administration of their Chapter 11 cases with Vail Lake Rancho (Case No. 12-16684). The Debtors are represented by attorneys at Cooley LLP and Phillips, Haskett & Ingwalson, A.P.C. The Debtor also employed Thomas C. Hebrank and E3 Realty Advisors, Inc., with Mr. Hebrank serving as the Debtors' chief restructuring officer. The Debtors' consolidated assets, as of May 31, 2013, total $291,016,000 and liabilities total $52,796,846. VAIL LAKE: Can Employ Lee & Associates as Real Estate Broker ------------------------------------------------------------ Vail Lake Rancho California, LLC sought and obtained permission from the U.S. Bankruptcy Court to employ Lee & Associates Commercial Real Estate Services as real estate brokers on a commission basis to market and sell certain real estate properties that are not essential to the operation of the Debtor's business. The Debtors attest that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm, among other things, will provide these services: a. listing the Non-Core Properties on an appropriate listing service; b. marketing the Non-Core Properties directly to prospective purchasers on Lee & Associates' contact list; and c. advertising the Non-Core Properties in various publications. Each Listing Agreement for the Non-Core Properties provides that Lee & Associates shall be compensated for its services in an amount equal to 3% of the gross sales price. The buyer(s) broker will be compensated by the buyer. About Vail Lake Vail Lake Rancho California, LLC, and its affiliates own the California campground Vail Lake Resort. Vail Lake is a large reservoir in western Riverside County, California, located on Temecula Creek in the Santa Margarita River watershed, approximately 15 miles east of Temecula, California. Properties cover approximately 9,000 acres and have an estimated water storage capacity of approximately 51,000 acre-feet. On Dec. 26, 2012, creditors of Vail Lake filed an involuntary Chapter 11 petition (Bankr. S.D. Cal. Case No. 12-16684) for Vail Lake. In a filing on June 6, 2013, the Debtor said it consents to the entry of an order for relief and does not contest the involuntary Chapter 11 petition. On June 5, 2013, the company sent 5 related entities -- Vail Lake USA, LLC ("VLU"), Vail Lake Village & Resort, LLC ("VLRC"), Vail Lake Groves, LLC, Agua Tibia Ranch, LLC, and Outdoor Recreational Management, LLC -- to Chapter 11 bankruptcy. The new debtors have sought and obtained an order for joint administration of their Chapter 11 cases with Vail Lake Rancho (Case No. 12-16684). The Debtors are represented by attorneys at Cooley LLP and Phillips, Haskett & Ingwalson, A.P.C. The Debtor also employed Thomas C. Hebrank and E3 Realty Advisors, Inc., with Mr. Hebrank serving as the Debtors' chief restructuring officer. The Debtors' consolidated assets, as of May 31, 2013, total $291,016,000 and liabilities total $52,796,846. VICTORY ENERGY: Board Adopts 2014 Long Term Incentive Plan ---------------------------------------------------------- The Board of Directors of the Victory Energy Corporation adopted the Victory Energy Corporation 2014 Long Term Incentive Plan for the employees, directors and consultants of the Company and its affiliates. The LTIP provides for the grant of all or any of the following components: (1) stock options, (2) restricted stock (3) other stock-based awards, (4) performance awards and (6) dividends and dividend equivalents. Subject to adjustment in accordance with the LTIP, the maximum aggregate number of shares of the common stock of the Company, par value $0.001 per share, that may be issued with respect to awards under the LTIP is 15 percent of the outstanding shares of Common Stock at the end of the preceding calendar quarter, of which the maximum number of those shares that may be issued as incentive stock options, as defined in Section 422(b) of the Internal Revenue Code of 1986 is 2,000,000 shares of Common Stock. Common Stock withheld to satisfy exercise prices or tax withholding obligations will be available for delivery pursuant to other awards. The LTIP will be administered by the Board, until such time as a compensation committee of the Board is established, at which time the LTIP will be administered by the Compensation Committee. Form of Award Agreements under Long-Term Incentive Plan On Feb. 24, 2014, the Board also adopted and approved the following form of award agreements that will govern the grant of awards under the LTIP: (a) the form of Award of Restricted Stock Units (Employee) that governs the grant of Restricted Stock Units to the Company's employees; and (b) the form of Award of Restricted Stock Units (Director) that governs the grant of RSUs to the Company's directors. Additional information is available for free at: http://is.gd/b7B84z About Victory Energy Austin, Texas-based Victory Energy Corporation is engaged in the exploration, acquisition, development and exploitation of domestic oil and gas properties. Current operations are primarily located onshore in Texas, New Mexico and Oklahoma. The Company's balance sheet at Sept. 30, 2013, showed $1.85 million in total assets, $313,114 in total liabilities and $1.54 million in total stockholders' equity. Marcum, LLP, in Los Angeles, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company has experienced recurring losses since its inception and has an accumulated deficit. These conditions raise substantial doubt regarding the Company's ability to continue as a going concern. As reported by the TCR on Dec. 3, 2013, Victory Energy Corporation, through the Audit Committee of its Board of Directors and with the ratification of its Board of Directors, dismissed Marcum LLP as the Company's independent registered public accounting firm and engaged Weaver and Tidwell, L.L.P., as the Company's independent registered accounting firm. VILLAGE AT KNAPP'S: Files First Amended Disclosure Statement ------------------------------------------------------------ The Village at Knapp's Crossing, L.L.C., has filed a first amended disclosure statement in support of its plan of reorganization dated Feb. 25, 2014. In general, the Plan provides for repayment of the Debtor's Creditors in amounts determined by Creditors' status and classification pursuant to the Bankruptcy Code as well as the Debtor's ability to fund such payments, with such amounts to be paid from the operations of the Debtor and the possible sale of certain properties of the Debtor. With respect to payments of specific classes of creditors, the Plan provides for the payment in full of administrative expense and priority claims either on the Effective Date of the Plan, pursuant to agreement among the claimants and the Debtor, from the sale of Property, or during the life of the Plan and no later than five years from the Effective Date. TAP and JHC, each holding Professional Administrative Claims, have consented to be paid on their respective Professional Administrative Claims after the Effective Date from sources including any excess cash flow and/or the sale of Properties over the course of several years after the Effective Date. As such, the total amount of all Effective Date payments is $18,957.35. The Debtor currently has cash on hand to pay the Effective Date Payments. The Plan generally provides for the payment of Allowed Secured Claims to be paid over 20 years with an interest rate of 4.75%. Non-priority Unsecured Creditors will be paid 25% of their Allowed Claims, subject to verification and reconciliation, if any, with half of the total payout to be paid no later than two years from the Effective Date, with the remaining half of the total payout to be paid no later than five years from the Effective Date, which will amount to significantly more than the non-priority Unsecured Creditors would receive if the Chapter 11 Case were converted to a Chapter 7 liquidation bankruptcy case. The hearing on the disclosure statement is scheduled for June 25, 2014, at 2:00 P.M. A copy of the disclosure statement is available for free at: http://is.gd/brFRvG In December 2013, the Debtor filed a plan of reorganization that proposes to repay claims from funds generated by continued operations and the possible sale of certain properties of the Debtor. A copy of the Disclosure Statement explaining the original is available for free at http://bankrupt.com/misc/Village_At_Knapps_DS.pdf The U.S. Trustee and creditor First Community Bank filed objections to the Plan. About The Village at Knapp's Crossing The Village at Knapp's Crossing, L.L.C. in Grand Rapids, Michigan, filed for Chapter 11 (Bankr. W.D. Mich. Case No. 13-06094) on July 25, 2013. Judge Scott W. Dales presides over the case. The Debtor has scheduled $65,109,523 in total assets and $7,419,217 in total liabilities. The petition was signed by Steven D. Benner, managing member on behalf of S.D. Benner, sole member. Lawyers at Tishkoff & Associates PLLC, led by William G. Tishkoff, Esq., serve as the Debtor's counsel. John S. Huizinga CPA serves as accountants. In November 2013, Daniel M. McDermott, U.S. Trustee for Region 9, dropped his bid to convert the Debtor's Chapter 11 case to one under Chapter 7 of the Bankruptcy Code. FCB is represented by Thomas G. King, Esq., at Kreis, Enderle, Hudgins & Borsos, P.C. VILLAGE AT KNAPP'S: Secured Lenders Object to Disclosure Statement ------------------------------------------------------------------ Secured creditor First Community Bank (FCB) has filed an objection to the disclosure statement explaining Village at Knapp's Crossing, L.L.C.'s proposed Chapter 11 plan. Thomas G. King, Esq., of Kreis Enderle Hudgins & Borsos, P.C., relates that FCB filed their second amended secured claim in the amount of $192,378.37, which bears interest at the default rate of interest of 9.9%. While to Plan treats FCB as fully secured, it does so with an amortization rate over 20 years, as opposed to the 3 years from inception of the Note. The maturity date of the Note is January 19, 2015. Mr. King submits that the rate of interest and monthly payment amounts provided for FCB do not represent the default rate and both the amortization of FCB's claim and the interest rate applied to the claim are inherently unreasonable and not proposed in good faith. This treatment does not constitute a good faith plan in that it does not provide FCB with as good a treatment as FCB would receive in liquidation under Chapter 7 of the Bankruptcy Code, according to FCB. According to Mr. King, the proposed rate of interest as calculated by the Debtor (4.75%) does not adequately compensate FCB for the appropriate amount of risk. As a result, FCB requests a rate of interest equal to the Default Rate. The Plan also does not provide any provision for payment of insurance or an escrow for future taxes on the Properties. Comerica Bank Says DS Lacks Information Comerica Bank in an objection says the Disclosure Statement provides little or no meaningful data for review and evaluation. The Debtor owns three parcels at the comer of E. Beltline and Knapp Street. Two of the three, 3251 Knapp and 2110 E Beltline are vacant parcels. PF Changs is located on the third, being 2065 Apple Orchard. These three parcels are only part of a larger development. The balance of the development was to include 2200 E. Beltline, a vacant parcel to the north of PF Changs that wraps around to the east of Changs, and 2300 E. Beltline, a vacant parcel to the north of 2200 E. Beltline. According to Comerica Bank, the Debtor does not own 2200 E. Beltline. Rather, Knapp's Crossing, LLC owns 2200 E. Beltline. Debtor asserts in its schedules that it has an option to purchase this property. However, the Debtor does not disclose that there is a pending appeal involving this property. The Debtor appealed a ruling that it had no interest in 2200 E. Beltline, which includes having no option to purchase 2200 E. Beltline. The Debtor should address these issues. The Debtor, Comerica Bank points out, also does not disclose who will own Debtor post-confirmation, and does not disclose what will happen to the collateral assignment to Comerica of the ownership of Debtor. Comerica has the right to foreclose on Benner I's membership interest in Debtor, thereby changing who will own and control the Debtor. About The Village at Knapp's Crossing The Village at Knapp's Crossing, L.L.C. in Grand Rapids, Michigan, filed for Chapter 11 (Bankr. W.D. Mich. Case No. 13-06094) on July 25, 2013. Judge Scott W. Dales presides over the case. The Debtor has scheduled $65,109,523 in total assets and $7,419,217 in total liabilities. The petition was signed by Steven D. Benner, managing member on behalf of S.D. Benner, sole member. Lawyers at Tishkoff & Associates PLLC, led by William G. Tishkoff, Esq., serve as the Debtor's counsel. John S. Huizinga CPA serves as accountants. In November 2013, Daniel M. McDermott, U.S. Trustee for Region 9, dropped his bid to convert the Debtor's Chapter 11 case to one under Chapter 7 of the Bankruptcy Code. In December 2013, the Debtor filed a plan of reorganization that proposes to repay claims from funds generated by continued operations and the possible sale of certain properties of the Debtor. A copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/Village_At_Knapps_DS.pdf The U.S. Trustee and creditor First Community Bank filed objections to the Plan. The Court will convene a hearing Jan. 15, 2014, at 2:00 p.m., to consider the adequacy of information in the Disclosure Statement explaining the Debtor's Plan. FCB is represented by Thomas G. King, Esq., at Kreis, Enderle, Hudgins & Borsos, P.C. WHEATLAND MARKETPLACE: Taps Edgemark as Real Estate Broker ---------------------------------------------------------- Wheatland MarketPlace, LLC seeks permission from the U.S. Bankruptcy Court for the Northern District of Illinois to employ Edgemark Commercial Real Estate Services, LLC as real estate broker for its portion of the Wheatland Marketplace Shopping Center. The Debtor appoints Edgemark Commercial as its sole and exclusive selling agent of its Property located at the Southeast Corner of the Intersection of IL Route 59 and 95th Street in Naperville, Illinois, described as follows: -- 3124 S. Route 59 (PIN 07-01-10-101-010-0000) -- 3204 S. Route 59 (PIN 07-01-10-101-005-0000) -- 3224 S. Route 59, Suites 112-120 (PIN 07-01-10-101-013- 1001) The initial listing price of the Property is $10,790,000. The Debtor will pay Edgemark Commercial on commission basis. The commission is 2% of the gross sales price. If there is a cooperating broker the total commission will be 3% of the gross sales price to be split among the brokers. Edgemark Commercial will also be reimbursed for reasonable out-of- pocket expenses incurred. Michael R. Wesley, manager of Edgemark Commercial, 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. Edgemark Commercial can be reached at: Michael R. Wesley EDGEMARK COMMERCIAL REAL ESTATE SERVICES, LLC 2215 York Road, Suite 503 Oak Brook, IL 60523 Tel: (630) 472-1010 Fax: (630) 472-1019 E-mail: mwesley@edgemarkllc.com About Wheatland Marketplace Wheatland Marketplace, LLC, owner of a commercial retail center in Naperville, Illinois, filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ill. Case No. 13-46492) in Chicago on Dec. 3, 2013. In its schedules, Wheatland Marketplace disclosed $10,999,006 in total assets and $7,052,778 in total liabilities. Judge Pamela S. Hollis oversees the case. The Debtor has tapped Christopher M. Jahnke, Esq., and Thomas W. Toolis, Esq., at Jahnke, Sullivan & Toolis, LLC, in Frankfurt, Illinois, as counsel. The Debtor employed Edgemark Asset Management LLC as property manager. Coleen J. Lehman Trust and Lucy Koroluk each holds a 50% membership interest in the Debtor. WHITE MOUNTAINS: Fitch Affirms 'BB+' Rating on One Subsidiary ------------------------------------------------------------- Fitch Ratings has affirmed with a Stable Outlook the Issuer Default Ratings (IDRs), debt and Insurer Financial Strength (IFS) ratings for White Mountains Insurance Group, Ltd. (White Mountains) and its holding company subsidiaries and property/casualty insurance and reinsurance subsidiaries. This group includes OneBeacon Insurance Group, Ltd.'s (OneBeacon; 75.2% ownership by White Mountains) ongoing subsidiaries and Sirius International Insurance Group, Ltd.'s subsidiaries (Sirius Group; 100% ownership by White Mountains). Fitch has also maintained the 'A' IFS ratings of the runoff subsidiaries of OneBeacon on Rating Watch Negative pending the close of the sale of OneBeacon's runoff business and several entities to Armour Group Holdings Limited (Armour), announced in October 2012. Key Rating Drivers Fitch's Negative Watch on OneBeacon's runoff operating subsidiaries reflects the planned reduction in capital levels of the targeted runoff companies at the time of closing to just above regulatory minimums, at an NAIC risk-based capital (RBC) ratio (company action level) of 100%. Assuming the acquisition is completed as currently envisioned, Fitch would expect to downgrade the IFS ratings of the runoff entities to no higher than 'BB+' upon the sale to Armour, based on the weakened capital levels (Fitch does not rate Armour). Fitch expects that OneBeacon will retain a willingness and ability to provide reasonable support to the runoff entities up until the close of the sale, currently targeted for mid-2014, subject to regulatory approvals. Fitch will continue to review the progress of the transaction during the closing period. However, assuming no material changes to the credit of the entities being sold, Fitch may not take any additional rating action prior to the closing. As of year-end 2013, OneBeacon Insurance Company, the lead insurance company being sold to Armour, had an NAIC RBC ratio (company action level) of 263%, up from 211% at year-end 2012. Fitch expects the runoff entities to maintain an NAIC RBC ratio (company action level) of at least 200% prior to the planned capital reduction at the time of closing. Fitch's rating rationale for the affirmation of White Mountains' ratings reflects the company's low financial and operating leverage, opportunistic business approach, platform of property/casualty specialty insurance and global reinsurance, and favorable financial flexibility. The ratings also reflect anticipated challenges in the highly competitive, property/casualty (re)insurance market. White Mountains posted net income of $322 million in 2013, improved from $207 million in 2012. The company's return on average common equity was 8.4% in 2013, improved from 5.3% for full year 2012, due in part to a lower level of catastrophe losses in 2013. Full-year 2012 also included a $91 million net loss on the sale of OneBeacon's run-off business. OneBeacon posted a favorable GAAP combined ratio of 92% in 2013, following 98% in 2012, which included 5 points for catastrophe losses, primarily from Hurricane Sandy. Sirius Group posted a GAAP combined ratio of 82% in 2013, which included 10 points for catastrophe losses, mainly due to flood losses in Central Europe and hail storm losses in Germany and France. This is improved from 90% for 2012, which had 13 points of catastrophe losses, primarily due to Hurricane Sandy. White Mountains' financial leverage ratio continues to be modest for the rating category, at 13.2% at Dec. 31, 2013. This is down from 15.2% at Dec. 31, 2012, due primarily to the repayment of $75 million outstanding under its bank facility debt in January 2013. GAAP operating earnings-based interest expense and preferred dividend coverage (excluding net gains and losses on investments) improved to 4.3x in 2013 from 3.4x in 2012. Fitch believes that White Mountains utilizes a reasonable amount of operating leverage comparable to (re)insurer peers, with net premiums written to (re)insurance segment equity of approximately 0.7x for 2013. Total GAAP shareholders' equity increased 3% in 2013 to $4.4 billion at Dec. 31, 2013, as earnings were partially offset by common share repurchases, dividends and unrealized losses from affiliates. Rating Sensitivities Key rating triggers that could lead to an upgrade include improvement in operating results in line with higher-rated peers, overall flat to favorable loss reserve development, financial leverage ratio maintained below 20%, run rate operating earnings- based interest and preferred dividend coverage of at least 8x, continued strong capitalization of the insurance subsidiaries, and increased stability in longer term strategic operations and results. Key rating triggers that could lead to a downgrade include significant adverse loss reserve development, future earnings that are significantly below industry levels, sizable deterioration in insurance subsidiary capitalization that caused total company net written premiums to (re)insurance segment GAAP equity to exceed 1.0x, financial leverage ratio maintained above 30%, run rate operating earnings-based interest and preferred dividend coverage of less than 5x, and additional A&E losses for OneBeacon significantly above the remaining $198 million available limit under the $2.5 billion National Indemnity Company cover. Fitch affirms the following ratings with a Stable Outlook: White Mountains Insurance Group, Ltd. -- IDR at 'BBB+'. OneBeacon U.S. Holdings, Inc. -- IDR at 'BBB+'; -- $275 million 4.6% due Nov. 9, 2022 at 'BBB'. Sirius International Group, Ltd. -- IDR at 'BBB+'; -- $400 million 6.375% due March 20, 2017 at 'BBB'; -- $250 million perpetual non-cumulative preference shares at 'BB+'. OneBeacon ongoing insurance subsidiaries: Atlantic Specialty Insurance Company Homeland Insurance Company of New York Homeland Insurance Company of Delaware OBI National Insurance Company -- IFS at 'A'. Sirius International Insurance Corporation Sirius America Insurance Company -- IFS at 'A'. Fitch has maintained its Rating Watch Negative on the following ratings: OneBeacon Insurance Company OneBeacon America Insurance Company Employers' Fire Insurance Company (The) -- IFS 'A'. WILLOW GREEK: Court Allowed Rule 2004 Examination ------------------------------------------------- The Hon. Mary A. Scott of the Bankruptcy Court District of Nevada authorized secured creditor and party-in-interest KE Farmer, LLC, to take the Rule 2004 examination of Willow Creek San Martin Building, LLC, through its manager Donald S. Herman. The Rule 2004 examination was scheduled for Feb. 17, 2014, 10:00 a.m., and may continue thereafter until completed. About Willow Creek San Building LLC Willow Creek San Martin Building LLC sought Chapter 11 bankruptcy protection (Bankr. D. Nev. Case No. 14-10041) in Las Vegas, on Jan. 5, 2014. The Debtor, a Single Asset Real Estate as defined in 11 U.S.C. Sec. 101(51B), disclosed $40,674,094 in assets and $32,988,437 in liabilities as of the Chapter 11 filing. The case is assigned to Judge Laurel E. Davis. The Debtor is represented by Ogonna M. Atamoh, Esq., and James D. Boyle, Esq., at Cotton, Driggs, Walch, Holley, Woloson & Thompson, in Las Vegas, Nevada. XTREME POWER: Notrees, Duke Energy Want Adequate Protection ----------------------------------------------------------- Notrees Windpower, LP and Duke Energy Transmission Holding Company, LP, in papers filed February asked the U.S. Bankruptcy Court for the Western District of Texas to order Xtreme Power Inc., to provide adequate protection of the so-called Section 365(n) interests, including, without limitation, access to and the immediate delivery into escrow of intellectual property related to certain projects. Notrees is the owner of a wind turbine electric generating facility located in Ector and Winkler Counties, Texas. In July 2011, Notrees received a grant from the United States Department of Energy to assist in the development of a 36 MW hybrid energy storage system at the facility. The purpose of the Notrees Storage Project is to mitigate the variability of wind power by storing excess wind energy and discharging it whenever demand for electricity is the highest. To provide for the development, installation, maintenance, and operation of the Notrees Storage Project, Notrees entered into certain agreements with Xtreme Power Systems, LLC. The Notrees Storage Project became operational in December 2012. According to the Counterparties, on Jan. 24, 2014, the Bankruptcy Court entered an interim order approving the DIP Credit Facility. Under the terms of the DIP Credit Facility, Horizon Technology Finance Corporation will serve as an initial stalking horse bidder to purchase substantially all assets of the Debtors for the credit bid price of its prepetition and postpetition debt plus the debt of Silicon Valley Bank. Under the contracts, XPS not only granted the counterparties the Section 365(n) interests, but provided other documentation and data, and maintenance and operational support which are necessary to operate the projects. Thus, if a sale of the Debtors' assets would ultimately cause the cessation of the Debtors' operations or rejection of the contracts, the Counterparties would not have the ability to operate the projects. As reported in the Troubled Company Reporter, the Debtors have won Bankruptcy Court approval of bidding procedures in connection with the sale of substantially all of their assets by public auction. Pursuant to the Court-approved procedures, in the event that the Debtors receive one or more qualified bids by March 18, 2014, the Debtors will conduct an auction on March 20, 2014. The auction will commence at 9:00 a.m. prevailing Central time on March 20, 2014, at Baker Botts L.L.P., 98 San Jacinto Boulevard Suite 1500 Austin, Texas. The Court will conduct a sale hearing at 10:00 a.m. prevailing Central time on March 31, 2014. Sale objections are due March 24. According to the Debtors' counsel, Shelby A. Jordan, Esq., at Jordan, Hyden, Womble, Culbreth & Holzer, P.C., in Austin, Texas, neither the Debtors nor the DIP Lender desire to close the back-up sale transaction since it was intended to initiate the competitive sale under Section 363 of the Bankruptcy Code. The Bankruptcy Court recently granted final approval to the post- petition financing and the Debtors' use of cash collateral. Horizon is providing up to $2,892,806.45 in DIP financing through April 4, 2014. About Xtreme Power Xtreme Power focuses on the design, engineering, installation, and monitoring of integrated energy storage systems for power generators, grid operators and commercial and industrial end users, among others. Xtreme Power claims to be one of the world's leading grid-scale power control technology provider capable of integrating the full spectrum of energy generation sources and battery technologies. Xtreme Power Inc. and two affiliates filed Chapter 11 bankruptcy petitions (Bankr. W.D. Tex. Lead Case No. 14-10096) in Austin, Texas, on Jan. 22, 2014. Judge Christopher H. Mott presides over the case. The Debtors have tapped Jordan Hyden Womble & Culbreth & Holzer, P.C., as bankruptcy attorneys, Baker Botts L.L.P. as special counsel, and Gordian Group, LLC, as investment banker and financial advisor. The Official Committee of Unsecured Creditors has retained Hohmann, Taube & Summers, L.L.P. as counsel, and Baker Botts L.L.P. as special counsel. Debtor Power Inc. scheduled $7,004,915 in total assets and $65,743,283 in total liabilities. Debtor Power Grove scheduled $5,179,692 in total assets and $31,882,277 in total liabilities. Power Systems scheduled $4,303,921 in total assets and $87,666,873 in total liabilities. YESHIVA UNIVERSITY: Moody's Lowers Rating to B3; Outlook Negative ----------------------------------------------------------------- Moody's Investors Service downgraded Yeshiva University's rating to B3 from B1 and assigned a negative outlook. The action concludes the review for downgrade initiated on January 9, 2014. Summary Rating Rationale The downgrade to B3 from B1 reflects the continued weakening of the university's financial viability given the rapid deterioration of unrestricted liquidity from severe and ongoing operating deficits. The rating action also incorporates the subordinate position of bondholders to other debt and the potential for deeper subordination as access to external credit facilities may require additional collateral. The B3 rating favorably incorporates the university's valuable real estate holdings in New York City that could provide full recovery for bondholders, sufficient liquidity for near term debt service, healthy philanthropic support, and niche market position. The negative outlook incorporates the need for Yeshiva to implement swift plans to reduce deficits and grow liquidity in order to continue operations. Challenges: -- Extremely thin and unstable unrestricted liquidity, with significant reliance on external facilities, poses the highest risk to the university's viability. As of fiscal yearend (FYE) 2013, unrestricted cash and investments that could be liquidated within one month covered 91 days of expenses. But excluding the fully drawn $75 million line of credit, the university had only 49 days of cash on hand. -- Increasingly severe operating deficits require extraordinary endowment draws and release of temporarily restricted net assets. The university projects FY 2014 performance will be similarly weak to FY 2013 results. -- Narrow headroom on covenants for external credit facilities, cross-default provisions on these lines, and near-term expiration of one facility on June 1, 2014, heighten the risk of low liquidity. -- Given the severity of deficits and low liquidity, Moody's anticipates it will take several years before management, in conjunction with consultants, can stabilize financial performance. Strengths: -- Significant real estate holdings in Manhattan and the Bronx might well provide for a full recovery for bondholders. To date, the board has approved the development and implementation of a strategy for the monetization of up to $250 million of real estate assets. -- Yeshiva's unique role as a comprehensive university operated under Jewish auspices drives student demand and strong philanthropic support. An unusually large real estate gift, which was sold in FY 2013, helped grow total cash and investments and the released portion boosted unrestricted financial resources. -- Healthy revenue diversity, with research grants and contracts representing the largest revenue source (31.9% of total operating revenue in FY 2013) will provide operational flexibility as the university implements its strategic plans. Outlook The negative outlook reflects the risk of liquidity depletion before management is able to execute a turnaround plan. What Could Change The Rating Up An upgrade or stable outlook is unlikely in the near-term given the magnitude of financial challenges faced by the university. Upward rating pressure could result from a substantial improvement in unrestricted liquidity through the monetization of real estate or sizeable gifts combined with execution of a fiscally sustainable business plan, without damaging the university's market position. What Could Change The Rating Down A default or debt restructuring deemed by Moody's to be a distressed exchange would lead to a downgrade. Failure to improve unrestricted liquidity and narrow operating deficits without extraordinary releases, the inability to access external liquidity facilities, additional subordination of rated debt, or loss of accreditation could also lead to further rating pressure. Methodology The principal methodology used in this rating was U.S. Not-for- Profit Private and Public Higher Education published in August 2011. ZLOMREX INT'L: New York Court Recognizes Foreign Proceedings ------------------------------------------------------------ The U.S. Bankruptcy Court for the Southern District of New York has recognized Zlomrex International Finance S.A.'s voluntary restructuring proceeding as foreign main proceeding within the meaning of Sections 1502(4) and 1517(b)(1) of the Bankruptcy Code. Krzysztof Zola serves as the duly-appointed foreign representative of the Debtor's case pending before the Chancery Division (Companies Court) of the High Court of Justice of England and Wales. Zlomrex International is the financing vehicle for an integrated Polish steel producer. Zlomrex filed a Chapter 15 petition on Dec. 23 (Bankr. S.D.N.Y. Case No. 13-14138) in Manhattan to assist a U.K. court in extending the Feb. 1 maturity of 117.9 million euros ($161.49 million) in 8.5% senior secured notes. Bill Rochelle, the bankruptcy columnist for Bloomberg News, reported that the notes provided primary financing for affiliates Hutta Stali Jakosciowych SA, Ferrostal Labedy Sp, Zlomrex Metal Sp, and their parent Cognor SA. The company said it would be unable to refinance the notes at maturity. Although the financing vehicle is a French-incorporated business, the company said that bankruptcy proceedings in France were impracticable because it would touch off defaults on other obligations. Chapter 11 in the U.S. was rejected because of "high costs," according to a court filing. Instead, the company in November initiated proceedings in the Chancery Division of the High Court of Justice of England and Wales designed to effect a scheme of arrangement under U.K. law, akin to Chapter 11 in the U.S. For full payment under the scheme, there is already agreement with holders of 69% of the notes where they will be given new secured notes maturing in 2010 for 80% of the current debt. The other 20% will be in the form of exchangeable debt securities to mature in 2021. The company said total debt of the financing vehicle is 126.1 million euros. If enough noteholders accept the proposal, it can be consummated as an exchange offer without court intervention. The steel-producing affiliates have 5.5% of the Polish market. They were hurt by the decline in European and Polish steel consumption and prices. * ADGS Advisory Appoints Fu Kei Man Derek as Independent Director ----------------------------------------------------------------- ADGS Advisory, Inc. on March 11 disclosed that it has appointed Mr. Fu Kei Man Derek to its Board, to serve as a non-executive independent Director, effective immediately. "We welcome Mr. Fu to the Board of Directors and look forward to working with him," said Michelle Tong, CFO of the Company. She added, "I believe that Mr. Fu will be a valuable resource to the Company with his experience and as an independent voice on our Board." Fu Kei Man Derek is an Executive Director of Simsen International Corporation Limited, an investment holding company in Hong Kong. Since January 2008, he has worked as a foreign lawyer for Ng and Shum Solicitors & Notaries, located in Hong Kong. Mr. Fu is a practicing lawyer of the People's Republic of China. Mr. Fu holds a bachelor degree of law from Chongqing University in the People's Republic of China and a master degree in International Management from University of Reading in the United Kingdom. About ADGS ADGS Advisory, Inc. is primarily engaged in providing accounting, taxation, company secretarial, general corporate and consultancy services in Hong Kong. ADGS has a strong and successful background in the Hong Kong market, most notably bankruptcy and insolvency services to a variety of customers including high growth industries in China. ADGS intends to further bolster its growth via additional acquisitions. * ALI CLE Announces Commercial Lending & Bankruptcy Program ----------------------------------------------------------- American Law Institute Continuing Legal Education (ALI CLE) announced its upcoming program, Commercial Lending Today, that will take place on May 1-2 at the Chicago Marriott in Chicago, IL. Commercial law practitioners can stay up-to-date on all the critical developments in commercial lending with this continuing legal education program that will address the latest information on the concurrent legislative and case-law changes in this ever- evolving field. The two-day program will examine such trending topics as the recent revisions to UCC Article 9, intercreditor agreements, proposed revisions to the Uniform Fraudulent Transfer Act, bankruptcy and other insolvency proceedings, collateral control, and cross border and foreign law issues in secured transactions. "Ongoing developments in insolvency and workout issues are having a profound effect on lending, borrowing and other financial services," says co-planning chair Patrick Guida, of Duffy & Sweeney, Ltd., in Providence, Rhode Island. Guida and his fellow planning chair Harry C. Sigman of Los Angeles, California, have assembled a notable collection of high-profile practitioners, consultants, academics, and a District Court judge. These experts have unparalleled experience in developing and drafting the new laws and in guiding major banks and other lenders through some of the most compelling transactions and controversies in the industry. Panelists include Reporters and members of the Drafting Committees for various recent revisions and amendments of the UCC, Uniform Law Commissioners, as well as others who have contributed substantially to the drafting process. This year's program also features a special guest lecture on saving clauses by Professor Douglas G. Baird, specialist in contracts and secured transactions, and Professor of Law at University of Chicago Law School. Hosted in downtown Chicago, Commercial Lending Today offers course materials that are tied closely to the realities of practice, ample networking opportunities, and more than 12 hours of CLE instruction, including at least one hour of ethics, and up to 14.5 CPE hours in Business. About ALI CLE American Law Institute Continuing Legal Education -- http://www.ali-cle.org-- is the continuing legal education group of the American Law Institute. ALI CLE, a non-profit organization, is committed to the work of promoting continuing professional education for lawyers throughout the United States and to creating standards to ensure quality and relevance in CLE programs. * Greenberg Glusker Bags M&A Advisor Turnaround Award ----------------------------------------------------- Greenberg Glusker on March 11 disclosed that its Bankruptcy, Reorganization and Capital Recovery practice has been chosen to receive a Turnaround Award by The M&A Advisor in the category of Sec. 363 Sale of the Year. The award for the Section 363 Sale of the Year (between $10M and $50M) was given to recognize Greenberg Glusker's work in connection with the sale of Rhythm & Hues (R&H), the multiple Oscar winner and visual effects provider for the movie "Life of Pi." Following an emergency bankruptcy filing, and an interim DIP loan, Debtor R&H was sold in less than 90 days in a 363 auction for approximately $30,000,000. Remarkably, the company, which had run out of cash to pay payroll before the chapter 11 filing, was transitioned to a successful sale. During this time period, the Greenberg Glusker restructuring and deal teams worked virtually around the clock to ensure the Debtor's successful transition into chapter 11, the approval of the DIP loan and other administrative requirements of bankruptcy, and engaged in a robust two-day auction for the sale. "The intense efforts of our bankruptcy team with the support of the corporate and employment lawyers at the Firm came together seamlessly to support R&H in arranging financing for the company, handling the numerous employment-law issues as the company transitioned into chapter 11 and the ultimate sale of the company," said Brian Davidoff, the chair of Greenberg Glusker's Bankruptcy, Reorganization and Capital Recovery practice. Greenberg Glusker worked with Scouler & Co. as the financial adviser, and Houlihan Lokey as the investment banker. "The award winners represent the best of the distressed investing and reorganization industry in 2013 and earned these honors by standing out in a group of very impressive candidates," said David Fergusson, president of The M&A Advisor. "From lower middle market to multi-billion dollar deals, we have recognized the leading transactions, firms and individuals that represent the highest levels of performance." The nominations, representing over 500 participating companies, were judged by an independent jury of industry experts. The awards were presented at a Gala Dinner in Palm Beach, Florida on March 11, 2014. About The M&A Advisor Since 1998, The M&A Advisor -- http://www.maadvisor.com-- has been presenting, recognizing the achievement of and facilitating connections between the world's leading mergers and acquisitions, financing and turnaround professionals with a comprehensive range of services including M&A SUMMITS; M&A AWARDS; M&A CONNECTS; M&A ALERTS, M&A LINKS, and M&A MARKET INTEL. About Greenberg Glusker For nearly 55 years, Greenberg Glusker -- http://www.GreenbergGlusker.com-- is a full-service law firm in Los Angeles. Greenberg Glusker maximizes client potential by providing strategic business and legal counsel in matters involving bankruptcy, corporate, employment, entertainment, environmental, intellectual property, litigation, real estate, taxation and trusts and estates. * Recent Small-Dollar & Individual Chapter 11 Filings ----------------------------------------------------- In re A J Ranch Inc. Bankr. C.D. Cal. Case No. 14-10443 Chapter 11 Petition filed March 5, 2014 See http://bankrupt.com/misc/cacb14-10443.pdf represented by: M. Jonathan Hayes, Esq. SIMON RESNIK HAYES, LLP E-mail: jhayes@srhlawfirm.com In re William A. Pullum Bankr. N.D. Fla. Case No. 14-30215 Chapter 11 Petition filed March 5, 2014 See http://bankrupt.com/misc/flnb14-30215.pdf represented by: John E. Venn, Esq. JOHN E. VENN, JR., P.A. E-mail: johnevennjrpa@aol.com In re Steven Ancona Bankr. D. Nev. Case No. 14-10532 Chapter 11 Petition filed March 5, 2014 In re Residential Land Corporation of Nevada Bankr. D. Nev. Case No. 14-11421 Chapter 11 Petition filed March 5, 2014 See http://bankrupt.com/misc/nvb14-11421.pdf represented by: Roger P. Croteau, Esq. E-mail: croteaulaw@croteaulaw.com In re Kary Gobbato Bankr. D. Nev. Case No. 14-11446 Chapter 11 Petition filed March 5, 2014 In re Madden's Energy Management Co., Inc. Bankr. W.D. Pa. Case No. 14-70124 Chapter 11 Petition filed March 5, 2014 See http://bankrupt.com/misc/pawb14-70124.pdf represented by: Dennis J. Spyra, Esq. E-mail: attorneyspyra@dennisspyra.com In re L and D Trucking, Inc. Bankr. E.D. Tenn. Case No. 14-10936 Chapter 11 Petition filed March 5, 2014 See http://bankrupt.com/misc/tneb14-10936.pdf represented by: David J. Fulton, Esq. SCARBOROUGH, FULTON & GLASS E-mail: djf@sfglegal.com In re Frank Anthony Booker dba Booker Enterprises Bankr. W.D. Tenn. Case No. 14-22312 Chapter 11 Petition filed March 5, 2014 See http://bankrupt.com/misc/tnwb14-22312.pdf represented by: Toni Campbell Parker, Esq. E-mail: tparker002@att.net In re Billy Bunch, Jr. Bankr. S.D. Ala. Case No. 14-00686 Chapter 11 Petition filed March 6, 2014 In re William Thoene Bankr. C.D. Cal. Case No. 14-10455 Chapter 11 Petition filed March 6, 2014 In re Howard Adler Bankr. S.D. Cal. Case No. 14-01725 Chapter 11 Petition filed March 6, 2014 In re Where's The Beef, LLC Bankr. D. Conn. Case No. 14-20406 Chapter 11 Petition filed March 6, 2014 See http://bankrupt.com/misc/ctb14-20406.pdf represented by: Stephen P. Sztaba, Esq. E-mail: sps.attysztaba@sbcglobal.net In re 2444 Acquisitions, LLC Bankr. S.D. Ind. Case No. 14-01578 Chapter 11 Petition filed March 6, 2014 See http://bankrupt.com/misc/insb14-01578.pdf represented by: Christopher J. McElwee, Esq. MONDAY RODEHEFFER JONES & ALBRIGHT E-mail: cmcelwee@mrjalaw.com In re Stuart Auld Bankr. S.D. Kans. Case No. 14-20424 Chapter 11 Petition filed March 6, 2014 In re Hwy. 27 Motors, Inc. Bankr. W.D. La. Case No. 14-20188 Chapter 11 Petition filed March 6, 2014 See http://bankrupt.com/misc/lawb14-20188.pdf represented by: H. Kent Aguillard, Esq. E-mail: kaguillard@yhalaw.com In re Hae Lee Bankr. D.N.J. Case No. 14-14158 Chapter 11 Petition filed March 6, 2014 In re Greenpoint Dental Plaza, P.C. Bankr. E.D.N.Y. Case No. 14-41021 Chapter 11 Petition filed March 6, 2014 See http://bankrupt.com/misc/nyeb14-41021.pdf represented by: Alla Kachan, Esq. LAW OFFICES OF ALLA KACHAN, P.C. E-mail: alla@kachanlaw.com In re James Fortini Bankr. S.D.N.Y. Case No. 14-35422 Chapter 11 Petition filed March 6, 2014 In re A Radio Company, Inc. Bankr. D.P.R. Case No. 14-01756 Chapter 11 Petition filed March 6, 2014 See http://bankrupt.com/misc/prb14-01756.pdf represented by: Alexis Fuentes Hernandez, Esq. FUENTES LAW OFFICES, LLC E-mail: alex@fuentes-law.com In re Teresa Trojan Bankr. C.D. Cal. Case No. 14-12873 Chapter 11 Petition filed March 7, 2014 In re American College of Forensic Studies aka Sierra Vista International University Bankr. C.D. Cal. Case No. 14-14368 Chapter 11 Petition filed March 7, 2014 See http://bankrupt.com/misc/cacb14-14368.pdf Filed Pro Se In re 2517 Fairmount, LLC Bankr. C.D. Cal. Case No. 14-14418 Chapter 11 Petition filed March 7, 2014 See http://bankrupt.com/misc/cacb14-14418.pdf represented by: Rachel S. Ruttenberg, Esq. LAW OFFICES OF MARK E. GOODFRIEND E-mail: rruttenberg@gmail.com In re Green Tee Holdings, LLC dba Monkey Bizness Bankr. M.D. Fla. Case No. 14-02513 Chapter 11 Petition filed March 7, 2014 See http://bankrupt.com/misc/flmb14-02513.pdf represented by: Stephanie C. Lieb, Esq. TRENAM, KEMKER E-mail: slieb@trenam.com In re The Myar Group, LLC Bankr. M.D. Fla. Case No. 14-02555 Chapter 11 Petition filed March 7, 2014 See http://bankrupt.com/misc/flmb14-02555.pdf represented by: Jeffrey Ainsworth, Esq. BRANSONLAW, PLLC E-mail: jeff@bransonlaw.com In re Seminole Shores, LLC Bankr. M.D. Fla. Case No. 14-02559 Chapter 11 Petition filed March 7, 2014 See http://bankrupt.com/misc/flmb14-02559.pdf represented by: James H. Monroe, Esq. JAMES H. MONROE, P.A. E-mail: jhm@jamesmonroepa.com In re Suzanne Arcaria Bankr. D. Nev. Case No. 14-11510 Chapter 11 Petition filed March 7, 2014 In re Vera Barnes Bankr. D. Nev. Case No. 14-11512 Chapter 11 Petition filed March 7, 2014 In re Loizzi & Associates, P.C. Bankr. D. Nev. Case No. 14-11536 Chapter 11 Petition filed March 7, 2014 See http://bankrupt.com/misc/nvb14-11536.pdf represented by: Ryan Alexander, Esq. LAW OFFICES OF RYAN ALEXANDER E-mail: ryan@thefirm-lv.com In re Bella Fiore, LLC Bankr. D.N.J. Case No. 14-14303 Chapter 11 Petition filed March 7, 2014 See http://bankrupt.com/misc/njb14-14303.pdf represented by: Mathew M. Cabrera, Esq. M. CABRERA & ASSOCIATES, P.C. E-mail: mcabecf@mcablaw.com In re Central Valley Auto Service, Inc. Bankr. E.D.N.Y. Case No. 14-70903 Chapter 11 Petition filed March 7, 2014 See http://bankrupt.com/misc/nyeb14-70903.pdf represented by: John Weber, Esq. JOHN WEBER & ASSOCIATES, P.C. E-mail: jweberatty@aol.com In re WVC Hospitality, Inc. Bankr. E.D.N.Y. Case No. 14-70914 Chapter 11 Petition filed March 7, 2014 See http://bankrupt.com/misc/nyeb14-70914.pdf represented by: Douglas J. Pick, Esq. PICK & ZABICKI, LLP E-mail: dpick@picklaw.net In re CFC Restaurant, Inc. aka Chef and Grill Bankr. D.P.R. Case No. 14-01767 Chapter 11 Petition filed March 7, 2014 See http://bankrupt.com/misc/prb14-01767.pdf represented by: Jose Guillermo Gonzalez, Esq. JOSE R. GONZALEZ HERNANDEZ LAW OFFICE E-mail: jg_gonzalezlaw@hotmail.com In re Nansea Diversified Investments, Inc. Bankr. N.D. Tex. Case No. 14-31202 Chapter 11 Petition filed March 7, 2014 See http://bankrupt.com/misc/txnb14-31202.pdf represented by: Eric A. Liepins, Esq. ERIC A. LIEPINS, P.C. E-mail: eric@ealpc.com In re Noribi Enterprises, LLC dba El Nuevo Ciros Restaurant Bankr. W.D. Tex. Case No. 14-30414 Chapter 11 Petition filed March 7, 2014 See http://bankrupt.com/misc/txwb14-30414.pdf represented by: Carlos A. Miranda, III, Esq. MIRANDA & MALDONADO, P.C E-mail: cmiranda@mirandafirm.com In re Yoon Oh Bankr. W.D. Wash. Case No. 14-11694 Chapter 11 Petition filed March 7, 2014 In re James Osborn Bankr. D. Ariz. Case No. 14-03079 Chapter 11 Petition filed March 9, 2014 In re Douglas Anderson Bankr. N.D. Ala. Case No. 14-40369 Chapter 11 Petition filed March 10, 2014 In re A & M Hospitality, LLC Bankr. C.D. Cal. Case No. 14-14562 Chapter 11 Petition filed March 10, 2014 See http://bankrupt.com/misc/cacb14-14562.pdf represented by: Michael A. Cisneros, Esq. E-mail: mcisneros@mac.com In re In and Out Market, Inc. Bankr. D. Conn. Case No. 14-30421 Chapter 11 Petition filed March 10, 2014 See http://bankrupt.com/misc/ctb14-30421.pdf represented by: Peter L. Ressler, Esq. GROOB RESSLER & MULQUEEN E-mail: ressmul@yahoo.com In re Craig Peschl Bankr. S.D. Fla. Case No. 14-15527 Chapter 11 Petition filed March 10, 2014 In re Marcy Javor Bankr. S.D. Fla. Case No. 14-15555 Chapter 11 Petition filed March 10, 2014 In re Brett Naylor Bankr. D. Idaho Case No. 14-40189 Chapter 11 Petition filed March 10, 2014 In re Susan Reynolds, LLC Bankr. N.D. Ill. Case No. 14-08358 Chapter 11 Petition filed March 10, 2014 See http://bankrupt.com/misc/ilnb14-08358.pdf represented by: Thomas W. Toolis, Esq. JAHNKE, SULLIVAN & TOOLIS, LLC E-mail: twt@jtlawllc.com In re Pet Professionals, Inc. Bankr. D. Kans. Case No. 14-40179 Chapter 11 Petition filed March 10, 2014 See http://bankrupt.com/misc/ksb14-40179.pdf represented by: Paul D. Post, Esq. LAW OFFICE OF PAUL D. POST, P.A. E-mail: paulpost@paulpost.co In re Alex Amuah Bankr. D. Md. Case No. 14-13667 Chapter 11 Petition filed March 10, 2014 In re Andrew Garno Bankr. E.D. Mich. Case No. 14-30631 Chapter 11 Petition filed March 10, 2014 In re First Choice Centers, Inc. Bankr. D.N.J. Case No. 14-14456 Chapter 11 Petition filed March 10, 2014 represented by: John W. King, Esq. LAW OFFICE OF JOHN W. KING In re Fort Gibson Investments, LLC aka Elias Quintana Bankr. E.D. Okla. Case No. 14-80212 Chapter 11 Petition filed March 10, 2014 See http://bankrupt.com/misc/okeb14-80212.pdf Filed Pro Se In re German Ramos Santiago Bankr. D.P.R. Case No. 14-01839 Chapter 11 Petition filed March 10, 2014 In re Bobby Ray's Collision Center, Inc. Bankr. M.D. Tenn. Case No. 14-01940 Chapter 11 Petition filed March 10, 2014 See http://bankrupt.com/misc/tnmb14-01940.pdf represented by: Thomas Larry Edmondson, Sr., Esq. E-mail: larryedmondson@live.com In re Chioma Iweha Bankr. D. Ariz. Case No. 14-03153 Chapter 11 Petition filed March 11, 2014 In re Los Angeles Faith Chapel Bankr. C.D. Cal. Case No. 14-14567 Chapter 11 Petition filed March 11, 2014 See http://bankrupt.com/misc/cacb14-14567.pdf represented by: Michael N. Sofris, Esq. E-mail: michaelsofris@gmail.com In re Jacob Khakshouri Bankr. C.D. Cal. Case No. 14-14592 Chapter 11 Petition filed March 11, 2014 In re Hussein Tawfik Bankr. N.D. Cal. Case No. 14-30367 Chapter 11 Petition filed March 11, 2014 In re K Christopher Edwards & Co., Inc. Bankr. N.D. Ga. Case No. 14-55035 Chapter 11 Petition filed March 11, 2014 See http://bankrupt.com/misc/ganb14-55035.pdf represented by: Leonard R. Medley, III, Esq. MEDLEY & ASSOCIATES, LLC E-mail: leonard@mkalaw.com In re Michael Ballard Bankr. D. Md. Case No. 14-13710 Chapter 11 Petition filed March 11, 2014 In re Alma Valdez-Narvaez Bankr. D. Nev. Case No. 14-11566 Chapter 11 Petition filed March 11, 2014 In re Jason E. Kronick Bankr. D.N.J. Case No. 14-14483 Chapter 11 Petition filed March 11, 2014 See http://bankrupt.com/misc/njb14-14483.pdf represented by: David L. Stevens, Esq. SCURA, WIGFIELD, HEYER & STEVENS, LLP E-mail: dstevens@scuramealey.com In re Patrick Ippolito Bankr. D.N.J. Case No. 14-14513 Chapter 11 Petition filed March 11, 2014 In re Sammy's Seafood House & Oyster Bar, LLC Bankr. E.D.N.C. Case No. 14-01432 Chapter 11 Petition filed March 11, 2014 See http://bankrupt.com/misc/nceb14-01432.pdf represented by: George M. Oliver, Esq. OLIVER FRIESEN CHEEK, PLLC E-mail: efile@ofc-law.com In re Kirk Leipzig Bankr. M.D. Tenn. Case No. 14-01964 Chapter 11 Petition filed March 11, 2014 In re Jose DeSouza Bankr. N.D. Tex. Case No. 14-31246 Chapter 11 Petition filed March 11, 2014 ********* 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. A list of Meetings, Conferences and Seminars appears in each Wednesday's edition of the TCR. Submissions about insolvency- related conferences are encouraged. Send announcements to conferences@bankrupt.com by e-mail. 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 the nation's bankruptcy courts. The list includes links to freely downloadable of these small-dollar petitions in Acrobat PDF documents. 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. ********* 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, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2014. 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 202-241-8200. *** End of Transmission ***