/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/140806.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, August 6, 2014, Vol. 18, No. 217 Headlines ABLEST INC: Asks Court to Enter Final Decree Closing Case AGFEED USA: Has Class Action Deal; May File 2nd Amended Plan AGFEED USA: Settles Claims of FTI, Latham, Foley and Marcum AMBIENT CORP: Meeting to Form Creditors' Panel Set for Aug. 7 AMERICAN EAGLE: Moody's Assigns Caa1 CFR & Rates New Notes Caa1 ARCHDIOCESE OF MILWAUKEE: Asks Court to Compel Mediation AZIZ CONVENIENCE STORES: Files for Chapter 11 with $35MM Debt AZIZ CONVENIENCE: Case Summary & 20 Largest Unsecured Creditors BAPTIST HOME OF PHILADELPHIA: Finds Buyer for Retirement Community BAPTIST HOME OF PHILADELPHIA: Proposes Oct. 16 Claims Bar Date BAY AREA: Plan Outline Okayed; Confirmation Hearing on Aug. 20 BAY AREA: Court Okays Sale of San Pedro Property BIOPLAN USA: Moody's Assigns 'B3' Corporate Family Rating BIOPLAN USA: S&P Assigns 'B' CCR; Outlook Stable CAESARS ENTERTAINMENT: Files Suit Against Bondholder Group COLDWATER CREEK: Global Accord With Committee, Lenders Okayed COLDWATER CREEK: Plan Confirmation Hearing Moved to Sept. 8 CONSOL ENERGY: S&P Retains 'BB' Rating on 5.875% Sr. Notes CONSTAR INTERNATIONAL: Has Until Sept. 15 to File Plan CROSS-ROADS II: Voluntary Chapter 11 Case Summary DOCASSIST LLC: Voluntary Chapter 11 Case Summary DYNAVOX INC: Seeks Extension of Plan Filing Date Until Oct. 3 ENNIS COMMERCIAL: Deal Reached With Ben Ennis Estate ENTEGRA POWER: Files for Chapter 11 with Prepack Plan ENTEGRA POWER: Case Summary & 30 Largest Unsecured Creditors ENVISION ACQUISITION: S&P Affirms 'B' Rating on Term Loan Add-Ons ENVISION PHARMACEUTICAL: Moody's Affirms B3 Corp. Family Rating ETEL-RX INC: Case Summary & 20 Largest Unsecured Creditors EVERYWARE GLOBAL: S&P Raises CCR to 'CCC+'; Outlook Negative FRANKLIN BANK: Late Claim Doesn't Waive Senior Creditor Status FRESH & EASY: Debtors' Chapter 11 Plan Effective GENERAL MOTORS: Doesn't Plan to Change Supply-Chain Safety Process HAAS ENVIRONMENTAL: Files Exit Plan; Disclosures Face Objections JUDGE CORPORATION: Case Summary & 9 Unsecured Creditors LIBERTY MEDICAL: Plan Filing Deadline Extended to Aug. 15 MDM GOLF: Case Summary & Largest Unsecured Creditors MOMENTIVE PERFORMANCE: Plan Has Backing of Labor Union NAVARRO ORTHODONTIX: Voluntary Chapter 11 Case Summary OHIO COUNTY, KY: Moody's Affirms 'Ba2' Rating on $83.3MM Bonds OVERSEAS SHIPHOLDING: Reorganization Plan Effective PACKAGING DYNAMICS: Note Redemption No Impact on Moody's B2 CFR PRM FAMILY: Creditor's Panel Files Liquidation Plan Outline QUBEEY INC: Has $250K Funding; To Pay Unsecured Claims in 8 Yrs REVEL AC: Modifies Proposed Bonus Program to Tie to Sale Results RIVER-BLUFF: Files Plan of Reorganization, To Keep Management RIVER-BLUFF: Has Court's Nod to Use Cash Collateral Until Sept. 4 RIVER-BLUFF: Court Okays Larson Berg as Special Counsel SBARRO LLC: Insurers Don't Benefit From Chapter 11 Plan Injunction SCRUB ISLAND: FirstBank Puerto Rico Renews Bid to End Exclusivity SEA SHELL COLLECTIONS: Creditor Seeks Receiver Order Compliance SOUTHWEST HOMES: Case Summary & 3 Unsecured Creditors TRAVELPORT LLC: Moody's Puts Caa1 CFR on Review for Upgrade TRAVELPORT WORLDWIDE: S&P Assigns 'CCC+' Corp. Credit Rating TRIPLANET PARTNERS: Sept. 5 Hearing on Roberts' Dismissal Bid WR GRACE: Asbestos PI Claims Deal No Impact on Moody's Rating * Alabama Chapter 7 Lawyer Found Collecting Fees Improperly * U.S. Tells Big Banks to Rewrite 'Living Will' Bankruptcy Plans ********* ABLEST INC: Asks Court to Enter Final Decree Closing Case --------------------------------------------------------- Reorganized Ablest Inc. asks the Bankruptcy Court to enter an order and final decree closing its chapter 11 cases and terminating certain claims. The Debtors, on April 1, 2014, filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code. On May 8, 2014, the Court confirmed the Prepackaged joint chapter 11 plan of reorganization of Ablest Inc., which became effective on May 16, 2014. The plan has been substantially consummated and all significant matters related to chapter 11 cases, including all distributions required are completed. Thus, the only pending matters are the final requests for compensation or reimbursement of the fees of professionals employed in the Debtors' cases. On July 7, 2014, the Iowa Department of Revenue filed an objection to the motion for entry of order and final decree closing chapter 11 cases and terminating certain claims. The IDR argues that the motion incorrectly states that all plan distributions have been made and the only pending matters are certain fee applications, when in fact they have not been paid the amount of $62,440, including a priority claim in the amount of $57,440 and a general unsecured claim in the amount of $5,000. However, on July 24, 2014, the Iowa Department of Revenue withdrew its objection to the motion. About Ablest Inc. Ablest Inc. and its debtor-affiliates sought bankruptcy protection (Bankr. D. Del. Lead Case No. 14-10717) on April 1, 2014, with a prepackaged plan of reorganization that will reduce debt by $300 million. Ablest together with its affiliates is a leading national provider of temporary staffing services in the United States and is the largest provider of temporary staffing services in California. It provides staffing services on temporary, "temp-to-hire", and project-by-project basis through a network of 312 offices in 48 states. The company currently employs 75,000 full and part time employees in hourly, salaried, supervisory, management and sales positions plus 1,500 corporate and branch employees. During the fiscal year ended Dec. 29, 2013, the Debtors placed approximately 300,000 temporary employees and provided staffing services to 11,500 customers. For fiscal year 2013, the Debtors had $2 billion in gross revenue. The Debtors have tapped (i) the law firm of Pachulski Stang Ziehl & Jones LLP as co-restructuring counsel; (ii) Skadden, Arps, Slate, Meagher & Flom LLP as co-restructuring counsel and corporate and securities counsel; (iii) AlixPartners LLP as restructuring advisors; (iv) Goldman, Sachs & Co., as financial advisor; and (v) Kurtzman Carson Consultants LLC as claims and noticing agent. As of April 1, 2014, the Debtors have outstanding secured debt in an aggregate amount, including accrued interest, of approximately $651 million. Ablest's assets are estimated at $100 million to $500 million. The Court approved the Prepackaged Joint Plan of Reorganization that revolves around a court-approved restructuring support agreement between the Debtors and (i) approximately 70% of the Prepetition First Lien Lenders, representing approximately 82% of the claims under the Prepetition First Lien Credit Agreement and (ii) approximately 81% of the Prepetition Second Lien Lenders, representing approximately 87% of the claims under the Prepetition Second Lien Credit Agreement; and authorized the Debtors to assume the so-called "Sorensen Support Agreement." U.S. Trustee for Region 3 was unable to appoint a committee of unsecured creditors. AGFEED USA: Has Class Action Deal; May File 2nd Amended Plan ------------------------------------------------------------ AgFeed USA LLC said in court papers that the Debtors are continuing negotiations with other constituencies in an effort to reach a fully consensual Chapter 11 plan. AgFeed also disclosed that the Debtors and other parties have reached an agreement in principle to resolve class action-related claims, and that the Debtors intend to file a second amended plan incorporating that settlement. AgFeed filed a First Amended Chapter 11 plan of liquidation on May 9, 2014, which incorporated a settlement of outstanding issues with the Equity Holders Committee. The equity panel supports the First Amended Plan. The Debtors are named as defendants in the class action titled Blitz v. AgFeed Industries Inc. et al., Case No. 3-11-cv-0992. In February 2014, parties to that lawsuit as well as the Creditors and Equity Committees appointed in the Debtors' cases and the Securities and Exchange Commission appeared before Judge William Cahill (Ret.) to mediate various issues. Although that mediation did not result in an immediate resolution of all outstanding issues, it paved the way for the settlement between the Debtros and the equity panel. According to the Debtors, although they believe "they are in striking distance of reaching their goal, over the course of several months, the process has not moved as quickly as the Debtors hoped." In October 2013, AgFeed completed the sale of the U.S. operations to three buyers for $79.45 million, including $53.4 million in cash. In November 2013, the Court authorized AgFeed to sell its Chinese assets to Hong Kong firm Good Charm International Development Ltd. in a deal that is expected to net the debtor $45 million once several highly negotiated price adjustments are factored in. An auction was held for the Chinese facilities on Nov. 20, although no one emerged to top what was originally a $50.5 million bid. The price was lowered by $3.45 million in view of what the contract called "newly discovered" operational problems and "deterioration of the performance" of feed mills. On Dec. 18, 2013, the Debtors filed their initial plan and disclosure statement. On May 9, 2014, they filed a First Amended Chapter 11 Plan of Liquidation and corresponding disclosure statement. The First Amended Plan has the support of the Official Committee of Equity Security Holders. The Debtors, as plan proponents, however, have yet to obtain a hearing date to consider either of the disclosure statements, according to a July 24, 2014 court filing by Jefferies Leveraged Credit Products, LLC and Claims Recovery Group, LLC. 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. Jefferies Leveraged Credit Products and Claims Recovery Group are represented by Lawrence J. Kotler, Esq., and Catherine B. Heitzenrater, Esq., at Duane Morris, LLP. AGFEED USA: Settles Claims of FTI, Latham, Foley and Marcum ----------------------------------------------------------- AgFeed USA LLC will appear at an Aug. 21 hearing to seek approval of settlements of general unsecured claims as well as of terms and procedures by which a settlement will be offered to all holders of allowed general unsecured claims. Specifically, AgFeed asks the Bankruptcy Court in Wilmington, Delaware, to give its stamp of approval on the Debtors' settlements with: Asserted Allowed Claim Amount Claim Amount ------------ ------------ FTI Consulting Inc. $2,848,461 $2,780,000 Latham & Watkins LLP $6,328,948 $6,012,501 Foley & Lardner LLP $1,251,179 $1,251,179 $1,180 $1,180 Marcum Bernstein & Pinchuk LLP $989,948 $989,948 Jefferies LLP has purchased the claim by Latham & Watkins. The Debtors have agreed to pay 100% of their allowed general unsecured claims. In exchange, the settling firms will forego their claims for postpetition interest and grant releases to the Debtors. Both the Creditors Committee and the Equity Holders' Committee appointed in the Debtors' cases have supported the settlements. The Debtors also propose to settle general unsecured claims listed in Exhibit B to the motion. The Debtors propose to pay 100% of the Allowed General Unsecured Claims of holders who agree to forego postpetition interest and provide releases to the Debtors. The Debtors will make payments to those who accept the settlement within 14 days of the opt-in notice deadline. A copy of Exhibit B is available at no extra charge at: http://bankrupt.com/misc/AgFeed_AccordWithGUCs.PDF 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. In October 2013, AgFeed completed the sale of the U.S. operations to three buyers for $79.45 million, including $53.4 million in cash. In November 2013, the Court authorized AgFeed to sell its Chinese assets to Hong Kong firm Good Charm International Development Ltd. in a deal that is expected to net the debtor $45 million once several highly negotiated price adjustments are factored in. An auction was held for the Chinese facilities on Nov. 20, although no one emerged to top what was originally a $50.5 million bid. The price was lowered by $3.45 million in view of what the contract called "newly discovered" operational problems and "deterioration of the performance" of feed mills. On Dec. 18, 2013, the Debtors filed their initial plan and disclosure statement. On May 9, 2014, they filed a First Amended Chapter 11 Plan of Liquidation and corresponding disclosure statement. The First Amended Plan has the support of the Official Committee of Equity Security Holders. The Debtors, as plan proponents, however, have yet to obtain a hearing date to consider either of the disclosure statements, according to a July 24, 2014 court filing by Jefferies Leveraged Credit Products, LLC and Claims Recovery Group, LLC. Jefferies and Claims Recovery Group are represented by Lawrence J. Kotler, Esq., and Catherine B. Heitzenrater, Esq., at Duane Morris, LLP. AMBIENT CORP: Meeting to Form Creditors' Panel Set for Aug. 7 ------------------------------------------------------------- Roberta A. DeAngelis, the United States Trustee for Region 3, will hold an organizational meeting on August 7, 2014, at 10:30 a.m. in the bankruptcy case of Ambient Corporation. The meeting will be held at: J. Caleb Boggs Federal Building 844 King St., Room 5209 Wilmington, DE 19801 The sole purpose of the meeting will be to form a committee or committees of unsecured creditors in the Debtors' case. The organizational meeting is not the meeting of creditors pursuant to Section 341 of the Bankruptcy Code. A representative of the Debtor, however, may attend the Organizational Meeting, and provide background information regarding the bankruptcy cases. To increase participation in the Chapter 11 proceeding, Section 1102 of the Bankruptcy Code requires that the United States Trustee appoint a committee of unsecured creditors as soon as practicable. The Committee ordinarily consists of the persons, willing to serve, that hold the seven largest unsecured claims against the debtor of the kinds represented on the committee. Section 1103 of the Bankruptcy Code provides that the Committee may consult with the debtor, investigate the debtor and its business operations and participate in the formulation of a plan of reorganization. The Committee may also perform other services as are in the interests of the unsecured creditors whom it represents. The case is In re Ambient Corporation, 14-bk-11791, U.S. Bankruptcy Court, District of Delaware (Wilmington). AMERICAN EAGLE: Moody's Assigns Caa1 CFR & Rates New Notes Caa1 --------------------------------------------------------------- Moody's Investors Service assigned first time ratings to American Eagle Energy Corporation's (American Eagle Energy or AMZG), including a Caa1 Corporate Family Rating (CFR) and a Caa1 rating to its proposed $175 million second lien secured notes due 2019. Moody's also assigned a SGL-3 Speculative Grade Liquidity Rating to AMZG. The proceeds from the proposed notes will be used to repay existing senior secured debt, pay fees and expenses, and add cash to the balance sheet for capital expenditures and other general corporate purposes. The rating outlook is stable. "American Eagle Energy's ratings are constrained by its very small production profile and highly concentrated operations in one county in the Williston Basin," commented Gretchen French, Moody's Vice President. "While the company benefits from high realized prices, lower drilling and completion costs than certain peers, and the management team's history in the Williston Basin, it also faces the risk of inconsistency in its drilling results caused by variances in the water content of production." Rating Assignments: $175 Million Secured Notes due in 2019, Rated Caa1 (LGD 3) Corporate Family Rating of Caa1 Probability of Default Rating of Caa1-PD Speculative Grade Liquidity Rating of SGL-3 Ratings Rationale American Eagle Energy's Caa1 CFR reflects its small size and scope of operations, with very modest production levels and proved developed reserves all concentrated in the highly seasonal northwest Divide County, North Dakota. The company has limited production history of its operated wells, having only drilled 31 net wells to date, and high initial financial leverage on both production and proved developed reserves. In addition, while American Eagle Energy has a deep drilling inventory and has experienced sound returns on the majority of its wells to date, it has also experienced some inconsistency in its drilling results, with high water cuts in certain wells constraining the returns on those wells. The CFR benefits from the company's high proportion of oil production, which has supported strong price realizations, and which has offset the company's relatively high production costs that primarily stem from water handling costs. In addition, the company has been reducing its drilling and completion costs and has a high degree of flexibility in its drilling program. The CFR also reflects the company's track record as a public company using equity to partially fund its growth and the management team's long history in the Williston Basin. The Caa1 rating on AMZG's proposed $175 million of second priority senior secured notes reflects both the overall probability of default of the company, to which Moody's assigns a Probability of Default Rating of Caa1-PD, and a Loss Given Default of LGD 3. The proposed notes will be guaranteed by all material subsidiaries of AMZG and secured on a second lien basis by essentially all the assets of the company and guarantors. The notes have a first lien carve out for a future first lien revolving credit facility of the greater of $60 million or 20% of adjusted consolidated net tangible assets. AMZG's pro forma capital structure does not include a senior secured revolving credit facility, and therefore, the proposed term loan is rated the same as the CFR under Moody's Loss Given Default Methodology. AMZG anticipates closing on a $60 million borrowing base facility in conjunction with or shortly following the issuance of the notes. The proposed revolver would have an initial size of $35 million, increasing to $60 million following successful syndication. If AMZG were to put in place a $60 million revolver, it is not expected to impact the notching of the notes relative to the CFR, as the notes would continue to comprise the majority of AMZG's capital structure. However, if the company's credit facility were to increase meaningfully above $60 million, there could be downward notching pressure on the notes' rating. AMZG's SGL-3 Speculative Grade Liquidity Rating reflects an adequate liquidity profile through 2015. Constraints on the company's liquidity profile include the company's high level of capital spending in excess of cash flow from operations and the need to rely on external sources of financing in order to maintain its two rig drilling program and grow production. Supporting the company's liquidity profile include pro forma cash balances of $78 million, a high degree of flexibility in its capital program given its well to well drilling contracts and a reasonable level of acreage held by production (65%), and the benefit of its oil hedges (about 60% of production hedged) to help withstand any near-term pricing pressure. AMZG anticipates closing on a new $60 million borrowing base revolver (initial size of $35 million, increasing to $60 million upon a successful syndication) after the issuance of the notes. Proposed financial covenants under the revolver are net debt/EBITDA of no greater than 4.0x and a current ratio minimum of 1.0x. Moody's believe the company will have adequate covenant headroom under these proposed covenants. The rating outlook is stable. Moody's could upgrade the ratings if production volumes approach 8,000 boe/d with a debt to average daily production ratio under $40,000/boe. Moody's could downgrade the ratings if the company's production profile stagnates, if its cash flow materially declines, or if liquidity weakens. The principal methodology used in this rating was the Global Independent Exploration and Production Industry Methodology 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. American Eagle Energy Corporation is an independent oil and gas exploration and production company headquartered in Littleton, CO. ARCHDIOCESE OF MILWAUKEE: Asks Court to Compel Mediation -------------------------------------------------------- The Archdiocese of Milwaukee on July 29, 2014, requested that the Bankruptcy Court appoint a mediator and order the parties to mediation as a response to a motion to reinstate interim payment of fees and reimbursement of expenses to committee professionals. The proposal for mediation is intended to aid the court to arrive in a peaceful resolution of the case. Thus, as proposed, the parties to the mediation would include Jeff Anderson and Associates, on behalf of certain survivors, and the subject matter to be addressed in the mediation includes, among others, the resolution of the estate's claims against insurance carriers, other than LMI. In addition, the Archdiocese of Milwaukee included in its proposal that the entry of an order appointing a case mediator would not affect any pending appeals or any proceeding pending before the United States Courts of Appeals for the Seventh Circuit. On July 30, 2014, certain survivors, represented by Jeff Anderson & Associates, filed a response to the proposal regarding the mediation. It is claimed that for any mediation to be successful in this case all interested parties including LMI must be present and such mediation should occur after the Seventh Circuit Court rules on the pending appeals related thereto. The Survivors are represented by: Jeffrey R. Anderson, Esq. Michael G. Finnegan, Esq. JEFF ANDERSON & ASSOCIATES, P.A. 366 Jackson Street, Suite 100 St. Paul, MN 55101 Telephone: 651-227-9990 Facsimile: 651-297-6543 Email: jeff@andersonadvocates.com mike@andersonadvocates.com About Archdiocese of Milwaukee The Diocese of Milwaukee was established on Nov. 28, 1843, and was elevated to an Archdiocese on Feb. 12, 1875, by Pope Pius IX. The region served by the Archdiocese consists of 4,758 square miles in southeast Wisconsin which includes counties Dodge, Fond du Lac, Kenosha, Milwaukee, Ozaukee, Racine, Sheboygan, Walworth, Washington and Waukesha. There are 657,519 registered Catholics in the Region. The Catholic Archdiocese of Milwaukee, in Wisconsin, filed for Chapter 11 bankruptcy protection (Bankr. E.D. Wis. Case No. 11-20059) on Jan. 4, 2011, to address claims over sexual abuse by priests on minors. The Archdiocese became at least the eighth Roman Catholic diocese in the U.S. to file for bankruptcy to settle claims from current and former parishioners who say they were sexually molested by priests. Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in Milwaukee, Wisconsin, serves as the Archdiocese's counsel. The Official Committee of Unsecured Creditors in the bankruptcy case has retained Pachulski Stang Ziehl & Jones LLP as its counsel, and Howard, Solochek & Weber, S.C., as its local counsel. The Archdiocese estimated assets and debts of $10 million to $50 million in its Chapter 11 petition. AZIZ CONVENIENCE STORES: Files for Chapter 11 with $35MM Debt ------------------------------------------------------------- Aziz Convenience Stores, L.L.C., owner of convenience stores with gas pumps in Texas, filed a Chapter 11 bankruptcy petition (Bankr. S.D. Tex. Case No. 14-70427) in its hometown in McAllen, Texas, on Aug. 4, 2014, without stating a reason. The Debtor owns properties in Mission, San Juan, Pharr, McAllen, Sullivan City, Edinburg, La Joya, Donna, Alamo, Alton, Edinburg, all in Texas. It appears that none of the Debtor's convenience stores are on leased property as the schedule of unexpired leases only shows the contract with Valero LP. Inventory, worth $2.71 million, constitutes most of the personal property. Plains Capital Bank is owed more than $25 million on a store financing and is undersecured as the properties pledged as collateral are valued only at $14.6 million. Valero LP also has a scheduled secured claim of $1.7 million. The Debtor says it will assume its contract with Valero, which provides gasoline to the Debtor's stores. In its schedules of assets and liabilities, the Debtor disclosed: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $16,171,000 B. Personal Property $2,950,796 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $34,848,663 E. Creditors Holding Unsecured Priority Claims $52,500 F. Creditors Holding Unsecured Non-priority Claims $200,000 ----------- ----------- TOTAL $19,121,796 $35,101,163 Dagoberto Trevino and Silvia Trevino each owns 50% of the stock. The Debtor is represented by William A Csabi, Esq., from Harlingen, Texas. For his legal services, Mr. Csabi agreed to accept $65,000 from the Debtor, with the $12,500 already paid prepetition. AZIZ CONVENIENCE: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Aziz Convenience Stores, L.L.C. 4513 North 4th Street McAllen, TX 78504 Case No.: 14-70427 Chapter 11 Petition Date: August 4, 2014 Court: United States Bankruptcy Court Southern District of Texas (McAllen) Debtor's Counsel: William A Csabi, Esq. WILLIAM A CSABI, ATTORNEY AT LAW 1213 E. Tyler Harlingen, TX 78550 Tel: 956-412-2727 Email: wcsabi@sbcglobal.net Total Assets: $19.1 million Total Liabilities: $35.1 million The petition was signed by Dagoberto G. Trevino, manager. List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Plains Capital Bank, c/o Financing $11,389,500 Atlas Hall & Rodriguez, LLP Value: P.O. Box 3725 $4,870,782 818 W. Pecan Blvd McAllen, TX 78501-2418 Plains Capital Bank, c/o Financing $7,836,640 Atlas Hall & Rodriguez, LLP Value: P.O. Box 3725 $5,635,000 818 W. Pecan Blvd McAllen, TX 78501-2418 Plains Capital Bank, c/o Financing $5,577,914 Atlas Hall & Rodriguez, LLP Value: P.O. Box 3725 $5,571,000 818 W. Pecan Blvd McAllen, TX 78501-2418 Plains Capital Bank, c/o Financing $915,000 Atlas Hall & Rodriguez, LLP Value: P.O. Box 3725 $542,000 818 W. Pecan Blvd McAllen, TX 78501-2418 Arguindegui Oil Business $200,000 William A. Csabi, P.C. Attorney Fees $52,500 La Joya Utility Department Services $0 L&F Dist Business $0 Ivory Palm Estate Rent $0 Hudson Energy Services $0 Hi-Tech Security Systems Services $0 Guardian Pest Control Services $0 Glazaer Business $0 Frito Lay Business $0 First Quality Vegtable Business $0 Ferguson Water Works Services $0 DT Armour Business $0 CPL Retail Energy Services $0 Colorado Box Beef Business $0 Coca-Cola Business $0 BAPTIST HOME OF PHILADELPHIA: Finds Buyer for Retirement Community ------------------------------------------------------------------ Sherri Toub, substituting for Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Deer Meadows Retirement Community, formally named the Baptist Home of Philadelphia, will sell the 491-bed facility on Roosevelt Blvd. in Philadelphia to Deer Meadows Property LP for about $30.3 million in cash plus assumption of specified liabilities, unless a better offer is made at an Aug. 15 auction. According to the report, under the terms of the proposed sale, the buyer can terminate the contract if the court doesn't approve by Aug. 12 its right to earn a breakup fee equal to 2.5 percent of the purchase price. About The Baptist Home of Philadelphia The Baptist Home of Philadelphia and The Baptist Home Foundation sought Chapter 11 protection (Bankr. E.D. Pa. Case Nos. 14-13305 and 14-13306) in Philadelphia on April 25, 2014. Baptist Home of Philadelphia is a Pennsylvania nonprofit corporation that owns and operates a continuing care retirement community known as "Deer Meadows Retirement Community", which is located at 8301 Roosevelt Boulevard, Philadelphia, Pennsylvania. Home offers 126 living accommodations, which vary in size, for independent living and personal care. It presently also has 206 skilled nursing beds in the nursing and rehabilitation center that offers short and long term care. It has 369 employees. Baptist Home of Philadelphia disclosed $37,330,904 in assets and $34,562,834 in liabilities as of the Chapter 11 filing. The Debtors have tapped Cozen O'Connor as counsel and KPMG Corporate Finance LLC as financial advisor and investment banker. The U.S. Trustee appointed Wilmarie Gonzalez as patient care ombudsman. U.S. Bank National Association, the trustee with regard to the secured bond indebtedness, hired Reed Smith LLP as counsel and CohnReznick LLP as financial advisor. Pepper Hamilton LLP represents the Official Committee of Unsecured Creditors. BAPTIST HOME OF PHILADELPHIA: Proposes Oct. 16 Claims Bar Date -------------------------------------------------------------- The Baptist Home of Philadelphia asks the Bankruptcy Court to establish "General Bar Dates" for all persons or parties to file a proof of claim against the bankruptcy estate and a "Government Bar Dates" for all government entities to file proofs of claim. The "General Bar Date" is requested to be October 16, 2014. After entry of the Bar Date Order, the Debtors will serve to all persons and entities that hold prepetition claim notice of Bar Dates with a customized proof of claim within seven days from entry of order. The "Government Bar Date" provides that the government units having claim against the Debtors only have at least 180 days from Petition Date to file a proof of claim. The Debtors request that the Government Bar Date be fixed to October 22, 2014. The parties' failure to file any claim within the Bar Date shall have the effect of barring or enjoining that claim forever. The Debtor is represented by: John T. Caroll, III, Esq. COZEN O'CONNOR 1201 N. Market Street, Suite 1001 Wilmington, DE 19801 Telephone: (302) 295-2028 Facsimile: (302) 295-2013 E-mail: jcaroll@cozen.com - and - Eric L. Scherling, Esq. COZEN O'CONNOR 1900 Market Street Philadelphia, PA 19103 Telephone: (215)665-2000 Facsimile: (215) 665-2013 E-mail: escherling@cozen.com About The Baptist Home of Philadelphia The Baptist Home of Philadelphia and The Baptist Home Foundation sought Chapter 11 protection (Bankr. E.D. Pa. Case Nos. 14-13305 and 14-13306) in Philadelphia on April 25, 2014. Baptist Home of Philadelphia is a Pennsylvania nonprofit corporation that owns and operates a continuing care retirement community known as "Deer Meadows Retirement Community", which is located at 8301 Roosevelt Boulevard, Philadelphia, Pennsylvania. Home offers 126 living accommodations, which vary in size, for independent living and personal care. It presently also has 206 skilled nursing beds in the nursing and rehabilitation center that offers short and long term care. It has 369 employees. Baptist Home of Philadelphia disclosed $37,330,904 in assets and $34,562,834 in liabilities as of the Chapter 11 filing. The Debtors have tapped Cozen O'Connor as counsel and KPMG Corporate Finance LLC as financial advisor and investment banker. The U.S. Trustee appointed Wilmarie Gonzalez as patient care ombudsman. U.S. Bank National Association, the trustee with regard to the secured bond indebtedness, hired Reed Smith LLP as counsel and CohnReznick LLP as financial advisor. Pepper Hamilton LLP represents the Official Committee of Unsecured Creditors. BAY AREA: Plan Outline Okayed; Confirmation Hearing on Aug. 20 -------------------------------------------------------------- The Hon. Thomas B. Donovan of the U.S. Bankruptcy Court for the Central District of California approved on July 8, 2014, Bay Area Financial Corp.'s first amended disclosure statement describing the first amended plan of reorganization/liquidation, and set the confirmation hearing for Aug. 20, 2014, at 10:00 a.m. As reported by the Troubled Company Reporter on June 23, 2014, the Debtor filed on April 8, 2014, its proposed plan to exit bankruptcy protection. The TCR reported on April 15, 2014, that under the plan, Class 1 consists of secured tax claims, which are primarily claims for property taxes on the various real estate parcels owned by the company. A copy of the Debtor's latest disclosure statement explaining its proposed plan is available for free at http://is.gd/Cht1qs The deadline by which ballots to accept or reject the Plan must be received by the ballot tabulator will be Aug. 8, 2014, at 5:00 p.m. (Pacific Time). Aug. 8 will also be the deadline by which any party objecting to confirmation of the Plan must file and serve its objection and evidence in support thereof. The deadline by which the Debtor's memorandum and evidence in support of confirmation of the Plan and reply to any objection to confirmation of the Plan must be filed and served is on Aug. 14, 2014. On July 11, 2014, the Court approved the July 10, 2014 stipulation (i) amending the Exhibit "1" to the Disclosure Statement, (ii) modify order approving the Disclosure Statement entered on July 8, 2014, by authorizing the Debtor to substitute Amended Exhibit 1; and (iii) modify solicitation package accordingly is entered into by and among the Debtor, the Official Committee of Unsecured Creditors, the Office of the U.S. Trustee, and Kenneth J. Pingree, Jr. The Debtor filed a Solicitation Package on July 7, 2014, which included the final approved Disclosure Statement, along with Exhibits 1 through 7. The Court authorized the Debtor to replace Exhibit 1 to the Disclosure Statement with Amended Exhibit 1. A copy of the order and Exhibit 1 is available for free at http://is.gd/5CNRoC The Parties to the Stipulation became aware that Exhibit 1 inadvertently includes an e-mail exchange between the Committee counsel and the Debtor's counsel that contains content that may be viewed as inflammatory and which isn't necessary to the adequacy of disclosure and in fact may be confusing for creditors and parties in interest. Therefore, the Parties agreed that it is in the best interest of the estate and creditors to exclude the e- mail from Exhibit 1, so that Exhibit 1 will consist of only the letter of the Committee counsel dated Fenb. 14, 2014, as attached to the order approving the Stipulation. The Stipulation was filed on an emergency basis because the Balloting Deadline is Aug. 8. If the Parties wait full notice and a hearing, the Debtor will not have sufficient time to print the Disclosure Statement and Solicitation Package and serve it on creditors in time to meet the required noticing period. Only the Committee and the U.S. Trustee filed objections to the initial disclosure statement, and they are both parties to the Stipulation. 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. The Debtor disclosed $15,248,851 in assets and $21,239,663 in liabilities as of the Chapter 11 filing. There is no secured debt, although $141,000 is owing on a priority tax claim. Peter C. Anderson, the U.S. Trustee for Region 16, appointed five members to the Official Committee of Unsecured Creditors. The Committee is represented by James C. Bastian, Jr., Esq., and Melissa Davis Lowe, Esq., at Shulman Hodges & Bastian LLP. BAY AREA: Court Okays Sale of San Pedro Property ------------------------------------------------ The Hon. Thomas B. Donovan of the U.S. Bankruptcy Court for the Central District of California entered on July 14, 2014, an order granting Bay Area Financial Corp.'s motion for order authorizing the sale of real property free and clear of liens and interests, fixing procedures for overbids at hearing on confirmation of sale, and authorizing payment to real estate brokers. As reported by the Troubled Company Reporter on June 24, 2014, the Debtor sought court approval to sell a six-unit apartment building in San Pedro, California. In its motion, the company proposed to sell the property for $1.282 million to Bond Nichols Revocable Trust. The property will be sold "free and clear of all liens" and is subject to overbid. The Court approved the overbid procedure requested in the motion. There were no overbidders at the July 9, 2014 hearing. Proceeds from the escrow are to be paid to the Debtor and the Debtor is authorized to pay compensation to the real estate brokers employed by the Debtor and to the purchaser's real estate broker under the terms set forth in the motion. The Debtor is authorized to execute any documents necessary for the transfer of title to the real property to the purchaser. 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. The Debtor disclosed $15,248,851 in assets and $21,239,663 in liabilities as of the Chapter 11 filing. There is no secured debt, although $141,000 is owing on a priority tax claim. Peter C. Anderson, the U.S. Trustee for Region 16, appointed five members to the Official Committee of Unsecured Creditors. The Committee is represented by James C. Bastian, Jr., Esq., and Melissa Davis Lowe, Esq., at Shulman Hodges & Bastian LLP. BIOPLAN USA: Moody's Assigns 'B3' Corporate Family Rating --------------------------------------------------------- Moody's Investors Service assigned to Bioplan USA, Inc. ("Bioplan USA" or the "combined company") a first-time B3 Corporate Family Rating (CFR) and B3-PD Probability of Default Rating (PDR). Concurrently, Moody's assigned a B2 rating to the proposed $65 million first-lien senior secured revolving credit facility (RCF) and $375 million first-lien senior secured term loan; and Caa2 rating to the $145 million second-lien senior secured term loan. The rating outlook is stable. Bioplan USA will be the primary borrower under the new credit facilities, while Tripolis US LLC will be a co-borrower. Both entities together with FrenchCo SAS (holds the non-US operations) will be 100% owned by Tripolis Holdings Sarl ("Tripolis Holdings"), a Luxembourg private limited liability company that was created to merge the sampling and packaging operations of Arcade Marketing and Bioplan. Moody's ratings for Bioplan USA incorporate the cash flows from both the domestic and international operations of the guarantor group. Proceeds from the new credit facilities (includes $10 million expected to be drawn under the RCF at closing) will be used to finance the carve-out of Arcade Marketing from Visant Corporation (B3 stable), a marketing and publishing services enterprise owned by DLJ Merchant Banking Partners ("DLJ") and Kohlberg Kravis and Roberts ("KKR"); and the carve-out of Bioplan from Ileos Group, a provider of luxury, cosmetics and pharmaceutical packaging owned by Oaktree Capital Management, L.P. ("Oaktree"). The debt financing will repay approximately $315 million of existing Arcade and Bioplan debt payable to Visant and Ileos and pay a $193 million distribution to the private equity sponsors. In addition to the collateral package securing the new credit facilities, the RCF and term loans will carry upstream guarantees from the direct or indirect wholly-owned domestic, French and Brazilian subsidiaries of the co-borrowers and parent, Tripolis Holdings, as well as a downstream parent guarantee. Upon closing, Oaktree will own 75% of the parent, while KKR, DLJ and others will hold the remaining 25%. The proposed combination is expected to close at the beginning of the fourth quarter of 2014, subject to regulatory approvals in the US, Europe and Latin America. Ratings Assigned: Issuer: Bioplan USA, Inc. Corporate Family Rating -- B3 Probability of Default Rating -- B3-PD $65 Million First-Lien Senior Secured Revolver due 2019 -- B2 (LGD-3) $375 Million First-Lien Senior Secured Term Loan due 2021 -- B2 (LGD-3) $145 Million Second-Lien Senior Secured Term Loan due 2022 -- Caa2 (LGD-5) The assigned ratings are subject to review of final documentation and no material change in the terms and conditions of the transaction as advised to Moody's. Ratings Rationale Bioplan USA's B3 CFR takes into consideration the combined company's small size, elevated pro forma financial leverage (total debt to EBITDA of roughly 7x, based on an expected 4Q14 closing and incorporating Moody's standard adjustments and non-standard adjustments that exclude certain standalone and one-time costs), somewhat high customer concentration, ownership by private equity sponsors as well as the lengthy integration period that could pose risks associated with the process of merging two leading manufacturers with different, albeit complementary, operating cultures. The B3 rating also embeds the significant potential for revenue fluctuation and cyclicality stemming from, among other things, possible customer consolidation and shifts in customer product and marketing plans. Since there are no raw material supplier contracts, operating margins are somewhat vulnerable to the potential for cyclical increases in paper and laminate prices, which Moody's estimate account for about 30-40% of pro forma COGS. Around 70% of pro forma revenue is not under customer contract, but purchase order based, which means Bioplan USA must continually offer a meaningful value proposition associated with product innovation, quality, service and timely fulfillment of clients' packaging design needs to offset competitive pricing pressures, particularly on mass market products, and retain customers. Looking ahead, the business plan relies chiefly on internal growth from new products and markets. These concerns are mitigated by Bioplan USA's position as the world's largest provider of sampling and packaging services for the fragrance, beauty and personal care industries with a global manufacturing footprint. Pro forma for the merger, the combined company will be the clear market leader, enjoying the number one position in magazine inserts, catalog inserts and every other fragrance and cosmetic sampling market category in which it competes. With a strong market presence for over four decades, Bioplan USA benefits from an extensive product portfolio that provides one-stop-shopping solutions, solid R&D (about 1-2% of sales) resulting in a reputation for new product innovation and patented and proprietary technologies, as well as loyal customer relationships that are long-standing. The two standalone companies have product portfolios that are complementary since Arcade primarily develops flat-based sampling packages such as ScentStrip(R), BeautiPod(R) and BeautiSeal(R), while Bioplan commonly manufactures three-dimensional unit-dose turnkey packages like sachets, vials and tubes. Operating strategies are also well- balanced with Arcade historically maintaining a strong sales culture and marketing contacts; Bioplan's strengths include its manufacturing know-how and key purchasing manager contacts. The combined company has good long-term synergy potential (revenue and cost synergies estimated to yield $12.5 million of positive net run-rate cash flow by 2017, which embed total one-time costs of $8 million). Nonetheless, Moody's believe it will take time to effectively blend different values and practices into a unified corporate culture, which could give rise to some management distraction during the 12-18 month integration period and negatively influence the combined company's go-to-market strategy. Since only 30% of pro forma revenue is tied to customer contracts (which are generally short-term in nature with a few incorporating limited immediate cost pass-through provisions), most of the business is sold at spot prices, which gives Bioplan USA the flexibility to promptly adjust pricing based on changes in raw material costs and market conditions (e.g., product design, quality, supply vs. demand, time-to-market, etc.). Overall pricing has remained relatively stable, which Moody's expect to continue given the ability to command premium prices for differentiated products and leverage volume and manufacturing scale efficiencies to implement a price taker approach for mass market products, as needed, to remain competitive. Bioplan USA will have a meaningful international presence (roughly 51% of pro forma revenue), unique among its competitors, that adds geographic diversification and positions it to capitalize on an increasingly multi-national customer base and strong demand expected in Latin America, Asia- Pacific and Eastern Europe. Further supporting the B3 rating are the industry's favorable growth characteristics, growing importance of sampling in customer marketing plans and stable-to-positive advertising trends for upscale fashion magazines. Positive considerations also include the combined entity's vertically integrated and low-cost manufacturing base, "asset-lite" operating model (capital expenditures represent about 3-4% of pro forma revenue) and history of stable operating profitability and free cash flow generation. Additionally, the sponsors will retain over $190 million in equity in the combined entity. Moody's expect Bioplan USA will maintain good liquidity over the rating horizon with cash balances of at least $10 million and annual free cash flow of $10- 15 million. Moody's project limited acquisition activity and assume no dividends during the integration. Rating Outlook The stable rating outlook reflects Moody's expectation that the combined company will successfully execute its integration and operating plan, experience stable customer relationships, exhibit pricing and EBITDA margin stability driven by clients' steady sampling spend, and generate positive free cash flow while maintaining good liquidity. What Could Change the Rating -- UP Ratings could be upgraded if Bioplan USA successfully integrates the merged entities, improves debt protection measures, maintains good liquidity and exhibits prudent financial policies. Specifically, Bioplan USA could experience upward ratings pressure if EBITDA margins remain stable amid an expanding revenue base resulting in sustained reduction in total debt to EBITDA below 6x (Moody's adjusted), free cash flow to adjusted debt of at least 5% and adjusted EBITDA interest coverage above 3x. What Could Change the Rating -- DOWN Ratings could be downgraded if there is deterioration in credit metrics or the operating and competitive environment (market share or price erosion) or if the company fails to generate positive free cash flow. Specifically, the rating could be downgraded if free cash flow is expected to remain negative over the rating horizon, total debt to EBITDA is sustained above 7.5x (Moody's adjusted), or EBITDA interest coverage declines to 2x or lower. Margin erosion resulting in EBITDA deterioration or diminished cash flow could also lead to a downgrade. Sizable dividends or intensified acquisition activity leading to negative free cash flow, increased financial leverage or reduced liquidity could also pressure the ratings. The principal methodology used in this rating was Global Business and Consumer Service Industry 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. Bioplan USA, Inc., headquartered in New York, NY, through its direct parent, Tripolis Holdings Sarl, is a leading global provider of marketing, packaging and interactive sampling products to the fragrance, beauty, cosmetic and personal care industries. Tripolis Holdings Sarl is a Luxembourg private limited liability company that was created to merge New York-based Arcade Marketing, a packaging supplier of multi-sensory and interactive sampling systems for the fragrance, beauty and personal care industries, with Bioplan, a provider of packaging solutions for the cosmetic and fragrance industries based in Paris, France. Pro forma for the combination, revenue totaled approximately $423 million for the twelve months ended March 31, 2014. BIOPLAN USA: S&P Assigns 'B' CCR; Outlook Stable ------------------------------------------------ Standard & Poor's Ratings Services assigned a 'B' corporate credit rating to New York-based global sampling provider Bioplan USA Inc. The outlook is stable. At the same time, S&P assigned the company's proposed $65 million revolver and $375 million first-lien term loan a 'B+' issue-level rating (one notch higher than the corporate credit rating), with a recovery rating of '2', indicating S&P's expectation for substantial recovery (70% to 90%) in the event of a payment default. S&P also assigned the company's proposed $145 million second-lien term loan a 'B-' issue-level rating (one notch lower than the corporate credit rating), with a recovery rating of '5', indicating S&P's expectation for modest recovery (10% to 30%) in the event of a payment default. Tripolis US LLC is the co-issuer of the debt. The company will use proceeds from the proposed issuance to repay existing Bioplan and Arcade debt and for distributions to shareholders. Through the signed merger agreement by Oaktree and KKR and DLJ Merchant Banking Partners, Paris-based sampling and unit-dose turnkey packaging solutions provider Bioplan is combining with New York-based multi-sensory and interactive sampling systems and packaging provider Arcade to create a global sampling provider based in New York. The 'B' corporate credit rating on Bioplan USA reflects S&P's assessment of the business risk profile as "weak" and the financial risk profile as "highly leveraged." S&P's assessment of the business risk profile as "weak" is based on the company's narrow business focus, potential for pricing pressure, and revenue variability related to product launches. S&P also views sampling as a secondary marketing strategy. However, Bioplan USA's established relationships with customers such as L'Oreal and Estee Lauder, its array of products and technologies for sampling in the cosmetics, fragrance, and haircare markets, and its global presence are components of the business that support stability. S&P expects that the company will achieve cost and revenue synergies in the intermediate to long term, and that revenue growth will depend on product launches and the company's ability to gain market share in Latin America. S&P's assessment of the company's financial risk profile as "highly leveraged" is based on the company's leverage of 6x and its view that it will remain above 5x over the intermediate term. S&P expects that the company will use discretionary cash flow for small to modest-sized acquisitions and that the financial policy will be fairly aggressive. The company is owned by Oaktree directly with a 75% stake and by KKR and DLJ Merchant Banking Partners with a 25% stake. CAESARS ENTERTAINMENT: Files Suit Against Bondholder Group ---------------------------------------------------------- Kate O'Keeffe and Joseph Checkler, writing for The Wall Street Journal, reported that casino giant Caesars and a group of its creditors traded competing lawsuits over the company's plans to rework its more than $20 billion debt load. According to the report, a representative for junior bondholders of Caesars Entertainment Operating Co., one of the companies that controls Caesars's more than 50 casinos, filed a lawsuit accusing Caesars of moving assets between entities to protect its "good" assets from creditors as the rest of the company's financial condition deteriorated. Caesars, meanwhile, filed its own lawsuit, accusing a group of mostly junior bondholders of trying to push Caesars Entertainment Operating into default by interfering in the company's restructuring efforts, the report related. About Caesars Entertainment Caesars Entertainment Corp., formerly Harrah's Entertainment Inc. -- http://www.caesars.com/-- is one of the world's largest casino companies, with annual revenue of $4.2 billion, 20 properties on three continents, more than 25,000 hotel rooms, two million square feet of casino space and 50,000 employees. Caesars casino resorts operate under the Caesars, Bally's, Flamingo, Grand Casinos, Hilton and Paris brand names. The Company has its corporate headquarters in Las Vegas. Harrah's announced its re-branding to Caesar's on mid-November 2010. Caesars Entertainment reported a net loss of $2.93 billion in 2013, as compared with a net loss of $1.50 billion in 2012. The Company's balance sheet at March 31, 2014, showed $24.37 billion in total assets, $26.65 billion in total liabilities and a $2.27 billion total deficit. * * * Caesars Entertainment carries a 'CCC' long-term issuer default rating, with negative outlook, from Fitch. As reported by the TCR on April 9, 2013, Moody's Investors Service downgraded Caesars Entertainment Corporation's Corporate Family Rating to Caa2. "The downgrade of Caesars' ratings considers that its same store EBITDA growth in 2012-2013 has failed to materialize to any significant degree, and so Caesars' credit metrics have deteriorated and its free cash flow deficit will be higher than Moody's previous expectations," stated Moody's analyst Peggy Holloway. In the April 10, 2014, edition of the TCR, Standard & Poor's Ratings Services lowered its corporate credit ratings on Las Vegas-based Caesars Entertainment Corp. (CEC) and wholly owned subsidiaries, Caesars Entertainment Operating Co. (CEOC) and Caesars Entertainment Resort Properties (CERP), as well as the indirectly majority-owned Chester Downs and Marina, to 'CCC-' from 'CCC+'. The downgrade reflects S&P's expectation that Caesars' capital structure is unsustainable, and the amount of cash the company will burn in 2014 and 2015 creates conditions under which S&P believes a restructuring of some form is increasingly likely over the near term absent an unanticipated significantly favorable change in operating performance. In the Aug. 4, 2014, edition of the TCR, Fitch Ratings has upgraded Caesars Entertainment Operating Company. Inc.'s (CEOC) senior secured credit facility to 'CCC+/RR1' from 'CCC/RR2' following the finalization of the new guarantee and pledge agreement. The agreement caps the amount of debt that Caesars Entertainment Corp (CEC; Caesars, parent) may guarantee at $8.35 billion. COLDWATER CREEK: Global Accord With Committee, Lenders Okayed ------------------------------------------------------------- Coldwater Creek Inc., won Bankruptcy Court approval to enter into a Global Settlement Agreement and Release dated July 10, 2014, with: * the Official Committee of Unsecured Creditors, and its members: -- The Apparel Group Ltd; -- Charter Ventures Limited; -- Chinamine Trading Ltd; -- GGP Limited Partnership; -- Orient Craft Ltd; -- Quad/Graphics Inc.; -- Simon Property Group; and * CC Holdings of Delaware LLC-Series A, CC Holdings of Delaware LLC-Series B; and CC Holdings Agency Corporation Pursuant to the Court's order, the Debtors are authorized to pay the so-called Agreed Term Loan Lender Claim in the amount of $90,739,670. The amount is $4,400,000 less than the current face amount of the Term Loan Lenders' claims. To the extent the Agreed Term Loan Lender Claim is paid in full on or prior to July 21, 2014, the Term Loan Lenders agree to waive all unpaid interest (including PIK interest) that accrued from July 1, 2014 through and including the date of repayment. If payment is not made in full on or before July 21, 2014, all interest (including PIK interest) will be owed and continue to accrue. In the aggregate, the economic value of the Settlement Agreement to unsecured creditors of the Debtors' estates is estimated to be $5,362,914.55 above the amounts that would otherwise be available for distribution to them. Issues Related to Financing Agreements As of the Petition Date, Coldwater Creek U.S. Inc., as lead borrower, and the other Debtors, as borrowers and guarantors, were parties to a Term Loan Agreement, dated July 9, 2012 with CC Holdings Agency Corp., as administrative agent and collateral agent and CC Holdings of Delaware, LLC-Series A and CC Holdings of Delaware, LLC-Series B, as lenders thereunder. The Term Loan Credit Agreement provided for a single borrowing in an aggregate principal amount of $65 million. The outstanding amount due under the Term Loan Credit Agreement as of the Petition Date is approximately $96 million, which includes accrued interest and approximately $23 million representing a prepayment premium payable under the Term Loan Credit Agreement as a result of an acceleration of the Prepetition Term Loan. As of the Petition Date, Coldwater Creek U.S. Inc., as lead borrower, and the other Debtors, as borrowers and guarantors, were parties to an Amended and Restated Credit Agreement, dated as of May 16, 2011 -- ABL Credit Agreement -- with Wells Fargo Bank, National Association as administrative agent, collateral agent and swing line lender. The ABL Credit Agreement provided the Debtors with an asset-based credit facility with $70 million as an initial commitment, subject to a borrowing base (as reduced by availability reserves), as set forth in the ABL Credit Agreement. As of the Petition Date, the Debtors have drawn approximately $37.5 million and have approximately $10 million in letters of credit outstanding under the Prepetition ABL Facility. On April 11, 2014, the Debtors filed a motion seeking authorization, on an interim and final basis, to obtain senior secured superpriority post-petition financing from Wells Fargo Bank, National Association as administrative agent, collateral agent, swing line lender and lender, pursuant to the terms of the Senior Secured, Super-Priority Debtor in Possession Credit Agreement, dated as of April 11, 2014. On June 12, 2014, the Court entered an order granting the DIP Motion and approving the Debtors' entry into the DIP Facility on a final basis. The Debtors have paid in full all amounts owing to the DIP Lender under the DIP Facility and all amounts owing the ABL Lender under the Prepetition ABL Facility pursuant to a "roll up" refinancing under the DIP Facility. The Debtors have stipulated and agreed, among other things, that (a) as of Petition Date, the Debtors were liable to the Term Loan Lenders in the total aggregate amount of $96,522,530.55, (b) the Debtors have no valid claims or causes of action against the Prepetition Secured Lenders and (c) the prepetition liens of the Prepetition Secured Lenders were properly perfected and not subject to avoidance. Pursuant to the Final DIP Order, the deadline for the Committee to challenge, among other things, the amount, validity, allowability, priority, status, or amount of the prepetition secured debt, or the validity, extent, perfection or priority of the security interests and liens of the Term Loan Lenders in and to the prepetition collateral, or otherwise assert any claims or causes of action on behalf of the Debtors' estates against the Term Loan Lenders in connection with or related to the prepetition secured debt, was July 25. The Committee has been investigating and analyzing the amount, validity, and enforceability of liens and security interests against certain assets of the Debtors, as well as the prepetition secured debt, and claims and/or causes of action against the Term Loan Lenders. Pursuant to the Global Settlement Agreement and Release, the parties agree that the Challenge Period is tolled and extended with respect to the Term Loan Lenders for the number of days between execution of the Settlement Agreement and the earlier of (1) a ruling on the Motion and (2) July 21, 2014. Upon the Effective Date of the Settlement Agreement, the Challenge Period shall be deemed expired with respect to the Term Loan Lenders. Nothing in the Settlement Agreement affects the Committee's rights under the Final DIP Order or otherwise with respect to Wells Fargo Bank, National Association. All Discovery shall be deemed withdrawn, with prejudice. Other Terms The parties also agree that upon the Effective Date of the Settlement Agreement, the Debtors will pay the Back-Up Topping Fee described in the Sale Order to the Inventory Back-Up Bidder -- a contractual joint venture comprised of Tiger Capital Group, LLC, SB Capital Croup, LLC and Great American Group WF, LLC -- in resolution of the Back-Up Topping Fee Dispute. About Coldwater Creek Coldwater Creek is a multi-channel retailer that offers its merchandise through retail stores across the country, its catalog and its e-commerce Web site, http://www.coldwatercreek.com/ Originally founded in Sandpoint, Idaho in 1984 as a direct, catalog-based marketer, Coldwater evolved into a multi-channel specialty retailer operating 334 premium retail stores, 31 factory outlet stores and seven day spa locations throughout the United States. As of the bankruptcy filing, the Debtors domestically employ a total of approximately 5,990 employees throughout their retail locations, corporate headquarters and distribution, design and call centers. Coldwater Creek Inc. and its debtor-affiliates sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 14-10867) on April 11, 2014, to liquidate their assets. Coldwater Creek Inc. disclosed assets of $721,468,388 plus undetermined amount and liabilities of $425,475,739 plus undetermined amount. Affiliate Coldwater Creek U.S. Inc. estimated $100 million to $500 million in assets and liabilities. The Debtors have drawn $37.5 million and have approximately $10 million in letters of credit outstanding under a senior secured credit facility (ABL facility) provided by lenders led by Wells Fargo Bank, National Association, as agent. The Debtors also owe $96 million, which includes accrued interest and approximately $23 million representing a prepayment premium payable, under a term loan from lenders led by CC Holding Agency Corporation, as agent. Aside from the funded debt, the Debtors have accumulated a significant amount of accrued and unpaid trade and other unsecured debt in the normal course of their business. The Debtors have tapped Young Conaway Stargatt & Taylor, LLP, and Shearman & Sterling LLP as attorneys, Perella Weinberg Partners LP as financial advisor, Alvarez & Marsal as restructuring advisor, and Prime Clerk LLC as claims and noticing agent. The U.S. Trustee for Region Three named seven creditors to serve on the official committee of unsecured creditors. Lowenstein Sandler LLP represents the Committee. COLDWATER CREEK: Plan Confirmation Hearing Moved to Sept. 8 ----------------------------------------------------------- The hearing to consider confirmation of Coldwater Creek Inc.'s bankruptcy-exit plan has been moved to September following approval of a global settlement among the Debtors, their unsecured creditors committee and the term loan lenders. On June 27, the Bankruptcy Court entered an order approving the Disclosure Statement and setting a hearing to consider confirmation of the Plan, which was originally scheduled for August 19. The Debtors and the Committee agree that the date of the Plan confirmation hearing will be September 8 or as soon as possible thereafter that the Court is available to hold such hearing. In keeping with the Debtors' efforts to minimize administrative costs by conducting these chapter 11 cases as efficiently as possible, on the Petition Date, the Debtors, with the support of the Prepetition Secured Lenders, filed a Joint Plan of Liquidation and a related disclosure statement. On May 14, 2014, the Committee filed its preliminary objection to the Disclosure Statement and filed its supplemental objection to the Disclosure Statement on June 10. The Debtors subsequently prepared and filed several amended versions of the Original Plan, including the Second Amended Joint Plan of Liquidation. On June 6, 2014, the Committee sought termination of the Debtors' Exclusive Plan Filing and Solicitation Periods . On June 17, the Committee re-noticed the Motion to Terminate to be heard on July 10, which hearing date the Court has adjourned to July 17. On July 3, 2014, the Debtors filed their objection to the Motion to Terminate, and the Term Loan Lenders filed a joinder to such objection on July 6. On June 27, the Court entered an order approving the Disclosure Statement and setting a hearing to consider confirmation of the Plan, which was originally scheduled for August 19. Pursuant to the Global Settlement Agreement and Release, the parties agree that the Plan and Disclosure Statement will be amended to reflect the terms of the Settlement Agreement. The Committee will support the Plan, as amended, including the Plan Release Provisions, and withdraw with prejudice all objections to any motion or applications pending with the Court, including the Motion to Terminate, and in consideration of Perella Weinberg Partners' waiver of receipt of $100,000 in its monthly fees for each of July and August 2014 and thereafter, the Committee's objection to Perella Weinberg's retention application. The Committee will also encourage creditors to vote for the Plan, as amended, including through a revised letter strongly recommending creditors to vote in favor of the Plan, as amended, and not opt out of the Plan Release Provisions. The parties also agree to that the Plan will be amended, if necessary, to conform with any decision the Committee reaches, in its sole discretion, with respect to the non-consolidation or substantive consolidation of any or all of the Debtors' estates and/or the allocation of assets and/or liabilities between and among any or all of the Debtors' estates; provided that if the Committee decides to seek substantive consolidation and either the Debtors or the Committee are unable to sustain the legal burden associated therewith and the Court declines to order substantive consolidation, the Plan shall provide that it automatically becomes a nonconsolidated plan; provided further that the election of the Committee as to substantive consolidation shall be made in writing to the Debtors no later than July 31, 2014. The Global Settlement Agreement and Release dated July 10, 2014, is among: * the Debtors; * the Official Committee of Unsecured Creditors, and its members: -- The Apparel Group Ltd; -- Charter Ventures Limited; -- Chinamine Trading Ltd; -- GGP Limited Partnership; -- Orient Craft Ltd; -- Quad/Graphics Inc.; -- Simon Property Group; and * CC Holdings of Delaware LLC-Series A, CC Holdings of Delaware LLC-Series B; and CC Holdings Agency Corporation About Coldwater Creek Coldwater Creek is a multi-channel retailer that offers its merchandise through retail stores across the country, its catalog and its e-commerce Web site, http://www.coldwatercreek.com/ Originally founded in Sandpoint, Idaho in 1984 as a direct, catalog-based marketer, Coldwater evolved into a multi-channel specialty retailer operating 334 premium retail stores, 31 factory outlet stores and seven day spa locations throughout the United States. As of the bankruptcy filing, the Debtors domestically employ a total of approximately 5,990 employees throughout their retail locations, corporate headquarters and distribution, design and call centers. Coldwater Creek Inc. and its debtor-affiliates sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 14-10867) on April 11, 2014, to liquidate their assets. Coldwater Creek Inc. disclosed assets of $721,468,388 plus undetermined amount and liabilities of $425,475,739 plus undetermined amount. Affiliate Coldwater Creek U.S. Inc. estimated $100 million to $500 million in assets and liabilities. The Debtors have drawn $37.5 million and have approximately $10 million in letters of credit outstanding under a senior secured credit facility (ABL facility) provided by lenders led by Wells Fargo Bank, National Association, as agent. The Debtors also owe $96 million, which includes accrued interest and approximately $23 million representing a prepayment premium payable, under a term loan from lenders led by CC Holding Agency Corporation, as agent. Aside from the funded debt, the Debtors have accumulated a significant amount of accrued and unpaid trade and other unsecured debt in the normal course of their business. The Debtors have tapped Young Conaway Stargatt & Taylor, LLP, and Shearman & Sterling LLP as attorneys, Perella Weinberg Partners LP as financial advisor, Alvarez & Marsal as restructuring advisor, and Prime Clerk LLC as claims and noticing agent. The U.S. Trustee for Region Three named seven creditors to serve on the official committee of unsecured creditors. Lowenstein Sandler LLP represents the Committee. CONSOL ENERGY: S&P Retains 'BB' Rating on 5.875% Sr. Notes ---------------------------------------------------------- Standard & Poor's Ratings Services said that its 'BB' issue-level rating and '3' recovery rating on Canonsburg, Pa.-based Consol Energy Inc.'s 5.875% senior notes due 2022 are unaffected by the $250 million offering of additional notes, which priced on July 29, 2014. The additional notes have identical terms (other than the issue date and issue price) to the $1.6 billion 5.875% senior unsecured notes issued in April 2014. The '3' recovery rating indicates S&P's expectation for a meaningful (50% to 70%) recovery in the event of a payment default. Concurrent with the issuance of the additional notes, Consol also announced a cash tender offer for up to $200 million of its 8.25% senior notes due 2020 to be funded with the net proceeds of the additional notes. The tender offer expires on Aug. 25, 2014. The ratings on Consol reflect S&P's view of the company's business risk profile as "fair" and financial risk profile as "significant." S&P estimates that debt to EBITDA will average less than 4x during the next few years and interest coverage will average more than 3x, measures that are consistent with a significant financial risk profile. Although S&P acknowledges that credit measures are likely to remain outside of its expectation for the 'BB' rating in 2014, S&P expects that the rapid build out of its natural gas business, supported by its cost-competitive coal operations, will bring credit measures within S&P's expectations in 2015. Ratings List Consol Energy Inc. Corporate Credit Rating BB/Stable Ratings Unchanged Consol Energy Inc. $1.85 bil 5.875% nts due 2022* BB Recovery Rating 3 *Includes the $250 million add-on. CONSTAR INTERNATIONAL: Has Until Sept. 15 to File Plan ------------------------------------------------------ Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the District of Delaware extended until Sept. 15, 2014, the exclusive filing period of Capsule International Holdings LLC, f/k/a Constar International Holdings LLC, and its debtor affiliates, and until Nov. 14 the Debtors' exclusive solicitation period. The Debtors' exclusive right to file a plan and solicit acceptances of a Chapter 11 plan will continue to be terminated solely to the extent necessary to permit the Official Committee of Unsecured Creditors to propose and solicit votes to accept its plan for the Debtors so long as the plan is consistent in form and substance with the terms of the Chapter 11 plan specified in the term sheet attached to the stipulation resolving the Committee's challenges to the validity, enforceability, and perfection of certain prepetition secured claims. About Constar International Privately held Constar International Holdings and nine affiliated debtors (nka Capsule International Holdings, et al.) filed for Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-13281) on Dec. 19, 2013. Constar, which manufactures plastic containers, 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 the Debtors' claims and noticing agent, and administrative advisor. Lincoln Partners Advisors LLC serves as the Debtors' financial advisor. Judge Christopher S. Sontchi oversees the 2013 case. This is Constar International's third bankruptcy. Constar 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 new petition listed assets worth less than $100 million against $123 million on three layers of secured debt. Attorneys at Brown Rudnick LLP represent the official committee of unsecured creditors. The Committee retained Alvarez & Marsal North America LLC as its financial advisor. Counsel to Wells Fargo Capital Finance, LLC, the revolving loan agent, is Andrew M. Kramer, Esq., at Otterbourg P.C. On Feb. 10, 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. The sole director of debtor Constar International U.K. Limited has appointed Daniel Francis Butters and Nicolas Guy Edwards of Deloitte LLP as administrators. The U.K. Administration Proceeding follows the closing of the sale of the U.K. assets to Sherburn Acquisition Limited. The Delaware Bankruptcy Judge authorized the U.S. Debtors to sell the U.K. Assets to Sherburn for GBP3,512,727, (or US$7,046,000), less the deposit in the sum of US$1,250,000. Secured lender Black Diamond Commercial Finance, LLC, as DIP note agent, and Wells Fargo Capital Finance, LLC, as DIP revolving agent and agent under the revolving loan facility, consented to the administration of Constar U.K. and the appointment of the Joint Administrators. In view of the asset sales in the U.S. and the U.K., the Debtors changed their corporate trade names -- and with the Bankruptcy Court's consent, their bankruptcy case caption -- to Capsule Group Holdings, Inc.; Capsule Intermediate Holdings, Inc.; Capsule Group, Inc.; Capsule International LLC; Capsule DE I, Inc.; Capsule DE II, Inc.; Capsule PA, Inc.; Capsule Foreign Holdings, Inc.; and Capsule International U.K. Limited (Foreign). CROSS-ROADS II: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: Cross-Roads II Enterprises, Inc. PO Box 2754 Mission, TX 78572 Case No.: 14-70428 Chapter 11 Petition Date: August 4, 2014 Court: United States Bankruptcy Court Southern District of Texas (McAllen) Debtor's Counsel: Carina Criselda Garza, Esq. GARZA GARCIA, PLLC 118 S. Shary Rd. Mission, TX 78572 Tel: 956-585-0085 Email: carina@garzagarcialaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $500,000 to $1 million The petition was signed by Norma Vela Segovia, president. The Debtor did not file a list of its largest unsecured creditors when it filed the petition. DOCASSIST LLC: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: DocAssist, LLC 11606 Hall Promenade, #205 Miramar, FL 33025 Case No.: 14-27625 Chapter 11 Petition Date: August 4, 2014 Court: United States Bankruptcy Court Southern District of Florida (Fort Lauderdale) Judge: Hon. John K. Olson Debtor's Counsel: Kristopher Aungst, Esq. TRIPP SCOTT, P.A. 110 SE 6th Street, 15 Floor Fort Lauderdale, FL 33301 Tel: 954-525-7500 Fax: 954-761-8475 Email: kea@trippscott.com - and - Charles M Tatelbaum, Esq. TRIPP SCOTT, P.A. 110 SE 6th Street, 15th floor Ft Lauderdale, FL 33301 Tel: 954-760-4902 Fax: 954-761-8475 Email: cmt@trippscott.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Donald Lyman, chief executive officer. The Debtor did not file a list of its largest unsecured creditors when it filed the petition. DYNAVOX INC: Seeks Extension of Plan Filing Date Until Oct. 3 ------------------------------------------------------------- Dynavox Inc., et al., ask the U.S. Bankruptcy Court for the District of Delaware to extend the period by which they have exclusive right to file a Chapter 11 plan until Oct. 3, 2014, and the period by which they have exclusive right to solicit acceptances of that plan until Dec. 2. The Debtors said in court papers that they need the additional time to conclude their Chapter 11 cases, and said they have a working draft plan and disclosure statement that are close to being finalized. A hearing on the Debtors' request is scheduled for Sept. 24, 2014, at 2:00 p.m. (ET). Objections are due Sept. 17. About Dynavox Inc. DynaVox Intermediate LLC filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Case No. 14-10785) on April 6, 2014. Two of its affiliates, DynaVox Inc. and DynaVox Systems Holdings LLC, also filed for bankruptcy (Case Nos. 14-10791 and 14-10790) the following day. The Debtors estimated assets and debts of at least $10 million. Cousins, Chipman & Brown, LLP, serves as the Debtors' counsel. Judge Peter J. Walsh presides over the case. DynaVox Inc. (OTC: DVOX) is a holding Company with its headquarters in Pittsburgh, Pennsylvania, whose primary operating entities are DynaVox Systems LLC and Mayer-Johnson LLC. DynaVox provides speech generating devices and symbol-adapted special education software to assist individuals in overcoming their speech, language and learning challenges. ENNIS COMMERCIAL: Deal Reached With Ben Ennis Estate ---------------------------------------------------- David Stapleton, the plan administrator for the confirmed plan of liquidation of Ben A. Ennis dated Dec. 14, 2012, seeks approval of settlements with: -- James Salven, the chapter 7 trustee for the bankruptcy estate of Brian G. Ennis; -- Sheryl Strain, the chapter 7 trustee for the bankruptcy estate of Pam Ennis; and -- David Stapleton, as the plan administrator under the confirmed Second Amended Plan of Liquidation of Ennis Commercial Properties LLC, dated Dec. 15, 2012, as modified on April 9, 2013, proposed by Citizens Business Bank. The plan administrator proposes to settle two adversary proceedings commenced by the Brian and Pam trustees against Mr. Stapleton in his capacity as administrator for the Ben Ennis confirmed plan. Those lawsuits seek to recover and avoid alleged fraudulent transfers of two-thirds of the membership interests in Ennis Commercial Properties-Florin Road LLC, which is a separate entity from debtor Ennis Commercial Properties. Florin Road is selling its property. When the sale closes, the Pam and Brian Trustees will each receive one-third of the net proceeds from the sale after paying customary closing costs and brokerage commissions. The Ben Ennis Administrator will keep al rents on hand of Florin Road less $17,500, which will be paid to the Pam Trustee and $17,500 which will be paid to the Brian trustee. After the sale, the Ben Ennis Administrator will have sole responsibility in winding down the affairs of Florin Road. The settlement also resolves a title dispute with the Ennis Commercial estate. The ECP debtor has claimed ownership of land in Porterville, Calif. Title to the real properties is vested in the name of the Ennis Family Investments, a general partnership. After a thorough investigation, the ECP Administrator discovered that the partners of EFI were Ben Ennis, Pam Ennis and Brian Ennis. The ECP Administrator also learned that EFI dissolved in 1998, but never finished winding up its affairs. The parties agree that ECP will relinquish any ownership interest in the proerties in exchange for obtaining reimbursement for costs it spent on the properties from the sale proceeds. The Pam and Brian trustees will withdraw general, unsecured claims against ECP in the amount of $74,140 for th Pam Trustee, $1,272,277 also for the Pam Trustee, and $128,954 for the Brian trustee. The Ben Ennis Administrator will be authorized to lead EFI's sales efforts of the properties. The Ben Ennis Administrator, and the Pam and Brian trustees will each receive one-third of the net proceeds from the sale after reimbursing ECP. The parties will exchange mutual releases. The real properties were originally estimated to have a value of over $2 million. Mr. Stapleton says the settlements avoid needless litigation which would drain creditor recovery. A hearing on the settlements is set for Aug. 13 in Bankruptcy Court in Fresno, Calif. About Ennis Commercial Porterville, California-based Ennis Commercial Properties, LLC's business consisted of acquiring raw land and building commercial developments. The Company then either operated or sold the commercial buildings comprising the commercial development. ECP is owned by Ben Ennis, Brian Ennis and Pamela Ennis, in equal shares. On Sept. 20, 2010, Pam Ennis and Brian Ennis transferred all of their ownership interests in ECP to Ben Ennis. ECP filed for Chapter 11 bankruptcy protection (Bankr. E.D. Cal. Case No. 10-12709) on March 16, 2010. Peter L. Fear, Esq., and Gabriel J. Waddell, Esq., at the Law Offices of Peter L. Fear, in Fresno, Calif., represent ECP as counsel. No creditors committee has been formed in the case. In its schedules, the Debtor disclosed $40,878,319 in assets and $43,922,485 in liabilities. Ben Ennis filed a voluntary petition under Chapter 11 (Bankr. E.D. Calif. Case No. 10-62315) on Oct. 25, 2010. Pam and Brian filed separate Chapter 7 petitions. On May 25, 2011, Terence Long was appointed as Chapter 11 Trustee in the Benn Ennis bankruptcy. Consequently, the Chapter 11 Trustee stood in the shoes of Ben Ennis, and held all of the membership interests in ECP and controled it accordingly. Justin D. Harris, Esq., at Motschiedler, Michaelides, Wishon, Brewer & Ryan, LLP, in Fresno, represented the Chapter 11 Trustee as counsel. The plan of reorganization proposed by secured creditor Wells Fargo Bank for ECP was confirmed on June 27, 2013. David Stapleton has been named as plan administrator for each of the confirmed plans of Ben Enis and ECP. ENTEGRA POWER: Files for Chapter 11 with Prepack Plan ----------------------------------------------------- Entegra Power Group LLC sought Chapter 11 protection in Delaware to implement a prepackaged restructuring plan that would convert half of the $1.5-billion funded debt into equity. The prepackaged Chapter 11 plan contemplates a comprehensive financial restructuring of the Debtors' capital structure that will reduce the Debtors' leverage and place the Debtors in a stronger financial position for future competitive and strategic initiatives. The salient terms of the Plan are: (i) Holders of allowed prepetition second lien claims owed $237 million will receive their pro rata share of new second lien Series A notes plus cash received by the Debtors from the proceeds of the new second lien series B notes. (ii) Holders of allowed prepetition third lien claims owed $1.31 billion will receive their pro rata share of (a) 100% of the ETC senior equity interests and (b) $550 million in principal amount of new third lien debt. In addition, eligible Holders of allowed prepetition third lien claims will be permitted to purchase new second lien notes in the form of New Second Lien Series B Notes. (iii) Existing equity interests in Entegra will be cancelled and Holders of allowed equity interests in the parent company will receive their pro rata share of the ETC series B equity interests. (iv) Holders of all other claims and equity interests will be unimpaired. Negotiations with lenders resulted in significant majorities of the Debtors' key stakeholders agreeing to support a restructuring and vote to accept a prepackaged Chapter 11 plan pursuant to a restructuring support agreement, dated June 27, 2014, among the Debtors and (i) 100 percent in amount and number of the holders of the Debtors' prepetition second lien debt; (ii) more than 66.6% in amount and half in number of the holders of the Debtors' prepetition third lien debt; and (iii) holders of approximately 60% in amount of the Debtors' equity interests. $1.5-Bil. in Long-Term Debt As of the Petition Date, the Debtors' long-term debt obligations totaled $1.5 billion. The Debtors currently have no first- priority secured debt; however, the prepetition second lien credit agreement permits the Debtors to obtain up to $40 million in revolving credit, secured on a first-priority basis. The Debtors owe $237 million (plus accrued but uncapitalized interest) under a prepetition second lien credit agreement with U.S. Bank National Association, as administrative agent. The Debtors also have $1.31 billion outstanding on a prepetition third lien credit agreement with Wells Fargo Bank, National Association, as agent. As of the Petition Date, the Debtors have approximately $2.92 million in prepetition accrued but unpaid unsecured liabilities. As of the Petition Date, Entegra had issued 27,000,000 units of equity interests, held by approximately 38 entities. Entegra's three largest equity interest holders hold approximately 36% of Entegra's outstanding equity interest units. Economic Environment, Debt Woes Michael R. Schuyler, the president and CEO, explained in a court filing that wholesale electricity prices have fallen significantly in recent history as a result of reduced electricity demand and substantial reductions in natural gas prices. Lower natural gas prices have been caused, in part, by the rapid expansion of natural gas production, and natural gas inventories arising from the development of new extraction techniques and the discovery of new shale deposits. Generally, the presence of low-priced natural gas reduces the variable costs of natural-gas fired power facilities and reduces the wholesale market price for all generators. Furthermore, the power generation industry is highly competitive on both a regional and national level. This competitive environment has added an additional layer of complexity to the Debtors' existing challenges. According to Mr. Schyler, the Debtors are subject to more than $1.5 billion in funded debt obligations, the majority of which (the prepetition third lien debt) is scheduled to mature on October 19, 2015. Due to the current economic environment, among other things, the Debtors have determined that they will be unable to satisfy all of their obligations under the prepetition second lien credit agreement and prepetition third lien credit agreement. Faced with these economic issues, the debtors negotiated with the 2011 second lien lenders and the prepetition third lien lenders in an effort to fix their capital structure and position the Debtors for ongoing success in the current economic environment. First-Day Motions Aside from the Plan documents, the Debtors on the Petition Date filed motions for joint administration of their Chapter 11 cases, for a combined hearing on their Chapter 11 plan and disclosure statement, as well as requests to maintain its bank accounts, pay sales and use taxes, prohibit utilities form discontinuing services, pay prepetition claims in the ordinary course of business, pay employee wages and benefits, and use cash collateral. The Debtor also filed an application to hire a claims agent. About Entegra Power Group Entegra Power Group LLC and its affiliates operate an independent power company that owns one of the largest gas-fueled power plants in the United States, located in El Dorado, Arkansas. In addition, affiliate Gila River Energy Holdco LLC indirectly owns one-half of another of the country's largest gas-fueled power plants, in Gila Bend, Arizona. The Entegra entities market electric power from the two facilities to wholesale customers in the southeastern and southwestern United States. Entegra, Gila, and 10 other affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 14-11859) on Aug. 4, 2014. The cases are pending before the Honorable Peter J. Walsh, and the Debtors have requested that their cases be jointly administered. The Debtors have tapped Richards, Layton & Finger, P.A., as counsel, and Prime Clerk LLC as claims and notice agent. The Gila facility's direct owners are not debtors in the Chapter 11 cases, and the Gila Facility will not become property of the Debtors' estates. ENTEGRA POWER: Case Summary & 30 Largest Unsecured Creditors ------------------------------------------------------------ Debtor affiliates filing separate Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- Entegra Power Group LLC 14-11859 aka Entegra Holdings LLC 100 S. Ashley Drive, Suite 1400 Tampa, FL 33602 Entegra Power Services LLC 14-11860 Gila River Energy HoldCo LLC 14-11861 EPG LLC 14-11862 Union Power Employee Company LLC 14-11863 Entegra TC LLC 14-11864 Trans-Union Interstate Pipeline, L.P. 14-11865 UPP Finance Co. LLC 14-11866 Trans-Union Pipeline LLC 14-11867 Union Power Partners, L.P. 14-11868 Union Power LLC 14-11869 Basso TP-2 Inc 14-11870 Type of Business: The Debtors operate an independent power company that owns one of the largest gas-fueled power plants in the United States, located in El Dorado, Arkansas. Chapter 11 Petition Date: August 4, 2014 Court: United States Bankruptcy Court District of Delaware (Delaware) Debtors' Counsel: Mark D. Collins, Esq. RICHARDS, LAYTON & FINGER, P.A. One Rodney Square 920 North King Street Wilmington, DE 19801 Tel: 302 651-7700 Fax: 302-651-7701 Email: collins@RLF.com - and - Jason M. Madron, Esq. RICHARDS, LAYTON & FINGER, P.A. One Rodney Square P.O. Box 551 Wilmington, DE 19899 Tel: 302-651-7595 Fax: 302-651-7701 Email: madron@rlf.com - and - O'MELVENY & MYERS LLP Debtors' HOULIHAN LOKEY CAPITAL, INC. Restructuring and Financial Advisor: Debtors' KPMG LLP Auditor and Tax Advisor: Debtors' PRIME CLERK LLC Claims and Noticing Agent: Estimated Assets: $500 million to $1 billion Estimated Liabilities: More than $1 billion The petitions were signed by Michael R. Schuyler, president and CEO. Consolidated List of Debtors' 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Wells Fargo, as Third Lien Bank Loan $1,312,841,009 Administrative Agent Jason Prisco 625 Marquette Avenue 11th Floor MAC: N9311-110 Minneapolis, MN 55402 Tel: 410-884-2271 EPM Power and Water Solutions Trade Debt $364,732 22737 Network Place Chicago, IL 60673-1227 Tel: 952-828-3700 Fax: 952-828-3737 Dave Terzian Alstom Power Inc. Trade Debt $270,614 3100 International Airport Drive, Suite 600 Charlotte, NC 28208 Tel: 601-695-3172 Fax: 704-424-5931 Michael Rushing Entergy Arkansas Utility $186,467 Union County Water Utility $180,599 Conservation Board Ruhrpumpen, Inc. Trade Debt $176,430 Allied Power Group Trade Debt $169,544 PW Power Systems Trade Debt $163,872 Ethos Energy Trade Debt $151,402 Diversified Services Lawn Trade Debt $125,018 and Garden Control Power Concepts, Inc. Trade Debt $106,790 CIA Specialist Trade Debt $103,196 FERC Regulatory $90,998 King and Spalding LLP Services $90,000 John Ingram, Inc. Trade Debt $79,520 GE Mobile Water, Inc. Trade Debt $62,858 TJC Crane Trade Debt $58,606 Universal Plant Trade Debt $46,877 ICCT Corp Services $44,511 Advent Systems Services $38,672 GE Betz Trade Debt $37,622 CP&P Construction LLC Trade Debt $37,179 Plant-N-Power Services, LLC Services $36,303 GE Energy Control Solutions Trade Debt $35,982 Vinson Process Controls Trade Debt $32,777 Triencon Services, Inc. Services $29,328 Apache Global Painting Inc. Trade Debt $29,255 Scientech Trade Debt $33,000 MMR Constructors, Inc. Trade Debt $23,744 Epicor Software Trade Debt $21,590 ENVISION ACQUISITION: S&P Affirms 'B' Rating on Term Loan Add-Ons ----------------------------------------------------------------- Standard & Poor's Ratings Services affirmed all of its ratings on pharmacy benefit manager (PBM) Envision Acquisition Co. LLC following the company's announcement that it is acquiring Kansas City, Mo.-based PBM MedTrak. The outlook is stable. The company will finance the acquisition through tack-ons to the company's existing first- and second-lien term loans, as well as $50 million in fresh sponsor equity. The transaction also increases balance sheet cash and revolver capacity, which S&P expects to support liquidity during a year in which S&P now expects adverse working capital swings. "Our ratings on Envision reflect leverage that we expect to exceed 5x over the next two years and our expectation that financial policy will remain aggressive," said credit analyst Shannan Murphy. "These key factors support our view that the company's financial risk profile is "highly leveraged". Our ratings also consider the company's narrow focus as a provider of PBM services, its limited size in an industry where scale confers significant benefits, some operational missteps within the company's insurance segment, and EBITDA margins that are below industry averages, supporting our view of a "weak" business risk profile." S&P's rating outlook is stable, reflecting its expectation that Envision will quickly integrate the MedTrak acquisition and that organic revenue growth will remain at least at a mid-single-digit rate. S&P's stable outlook also reflects its expectation that cash inflows and outflows from the insurance business will be more evenly matched because of underwriting changes in 2015, and that the large receivable from Medicare will be reversed in November 2015. Downside scenario S&P could lower the rating if working capital usage is higher than expected in the second half of 2014, requiring the company to draw meaningfully on its revolver. In addition, S&P could lower the rating if the company is unable to better manage the working capital issues related to its insurance business in 2015, as this might suggest to S&P that this business poses a threat to the company's cash flow and liquidity. Upside scenario S&P could raise the rating if Envision is able to permanently reduce leverage below 5x. S&P views this as unlikely over the next year given financial sponsor ownership and the company's stated interest in growing the business through acquisitions. ENVISION PHARMACEUTICAL: Moody's Affirms B3 Corp. Family Rating --------------------------------------------------------------- Moody's Investors Service affirmed Envision Pharmaceutical Holdings, Inc's. B3 Corporate Family Rating and B3-PD Probability of Default Rating following the announcement that the company plans to add $175 million of bank debt, largely to fund the acquisition of MedTrak Services, a regional, privately-held pharmacy benefit manager (PBM). At the same time, Moody's affirmed the B2 rating on the company's First Lien Term Loan (which will include $125 million in tack-on debt) and its Secured Revolver and the Caa2 rating on its Second Lien Term Loan (which will include $50 million in tack-on debt). The rating outlook has been revised to stable from positive. Ratings affirmed: Envision Pharmaceutical Holdings, Inc. Corporate Family Rating at B3 Probability of default of B3-PD $530 million (upsized from $405 million) First Lien Senior Secured Term Loan at B2, (LGD-3) $65 million Senior Secured Revolver at B2, (LGD-3) $225 million (upsized from $175 million) Second Lien Senior Secured Term Loan at Caa2, (LGD-5) Ratings Rationale The change from a positive to stable outlook reflects Moody's view that Envision is likely to sustain leverage above levels consistent with a B2 rating. "Envision's pursuit of a largely debt-financed acquisition is outside of Moody's previous expectations," said Diana Lee, a Moody's Senior Credit Officer. Envision's B3 CFR reflects the company's very high proforma leverage, which, following its acquisition of MedTrak, will be about 6.5 times based on estimated EBITDA (including LTM EBITDA for the acquired company but excluding synergies anticipated by management) for the twelve months ended June 30, 2014. The rating also reflects the company's very small size in a rapidly consolidating pharmacy benefit management industry, which is dominated by two very large PBMs, Express Scripts and CVS Caremark. As a niche PBM, Envision differentiates itself by being more transparent with its customers, which includes use of a pure "pass-through" pricing model, but its growth will be limited by its smaller size and offerings. MedTrak's more traditional PBM model will potentially broaden Envision's customer base, but does appear to run counter to Envision's current focus. The company's insurance segment is exposed to capitated risk and liquidity risk associated with Medicare Part D members. That said, Envision will have expansion opportunities in the Medicaid space and still small, but growing mail order and specialty business. Its infertility drug discount business -- focused on marketing specialty drug, Follistim, to a niche population -- will be subject to challenges related to generic competition. The stable outlook reflects Moody's belief that the company will maintain leverage above 5.0 times over the next 12 to 18 months. If Envision realizes improved sales and profitability so that debt/EBITDA is sustained below 5.0 times, the ratings could be upgraded. In addition, Moody's would need to see RCF/debt that is sustained above 10%. If operating results (associated with loss of members or pricing constraints) deteriorate, the ratings could be downgraded. A need to borrow for additional large acquisitions or weakened liquidity could also result in a rating downgrade. Debt/EBITDA sustained around 7.0 times could also result in a ratings downgrade. 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. Envision Pharmaceutical Holdings, Inc. is a pharmacy benefit manager headquartered in Twinsburg, Ohio. The company serves a number of customers including employer groups, hospitals, unions, regional managed care organizations, as well as Medicare Part D and state Medicaid plans. ETEL-RX INC: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: eTel-Rx, Inc. 21811 Kelly, Suite 103 Eastpointe, MI 48021 Case No.: 14-52690 Nature of Business: Health Care Chapter 11 Petition Date: August 4, 2014 Court: United States Bankruptcy Court Eastern District of Michigan (Detroit) Judge: Hon. Mark A. Randon Debtor's Counsel: Anthony James Miller, Esq. SCHNEIDER MILLER, PC 645 Griswold, Suite 3900 Detroit, MI 48226 Tel: 313-237-0850 Fax: 586-281-3770 Email: amiller@schneidermiller.com Total Assets: $2.36 million Total Liabilities: $3.34 million The petition was signed by Paul Prentis, vice-president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/mieb14-52690.pdf EVERYWARE GLOBAL: S&P Raises CCR to 'CCC+'; Outlook Negative ------------------------------------------------------------ Standard & Poor's Ratings Services raised its corporate credit rating on EveryWare Global Inc. to 'CCC+' from 'CCC-'. The outlook is negative. At the same time, S&P raised the existing term loan issue-level rating to 'CCC' from 'CC'. The recovery rating on the term loan remains '5', which reflects S&P's expectations for modest (10% to 30%) recovery in the event of a payment default. "The upgrade reflects our view that a default scenario is less likely as a result of a $20 million investment from majority owner, Monomoy Capital Partners, in addition to a waiver received for the covenant default in the quarter ended March 2014 and the expected covenant default in the quarter ended June 2014. The term loan agreement was amended such that the company is not subject to any financial maintenance covenants until March 2015," said credit analyst Stephanie Harter. "We believe the term loan amendment and cash investment allows the company time to improve its operations, but we believe there are still concerns regarding performance and ability to generate cash flow over the next 12 months. The company is deeply exposed to weaker discretionary spending by consumers not only in its retail businesses, but also in its foodservice segment, as lower hotel occupancy rates and fewer diners at casual and family restaurants led to fewer replacement orders." The negative outlook reflects S&P's expectations that significant uncertainty exists regarding the company's operating performance and cash flow capability over the next 12 months. Upside scenario S&P could consider an upgrade if the company is able to stabilize operating performance while maintaining adequate liquidity, including sufficient cushion on scheduled future financial maintenance covenants. Downside scenario S&P could lower the rating if the company's operating performance deteriorates to the point that S&P believed the company would have difficulty meetings upcoming interest and amortization payments. FRANKLIN BANK: Late Claim Doesn't Waive Senior Creditor Status -------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that even though an indenture trustee for senior debt holders was more than two years late in filing a claim, the senior creditors nonetheless were entitled to collect before subordinated noteholders as a result of subordination provisions in the loan documents, according to a July 21 opinion by U.S. District Judge Richard G. Andrews in Wilmington, Delaware. According to the report, Judge Andrews disagreed with the bankruptcy judge and cited New York law for the proposition that contractual subordinations are waived only if "they are knowingly, voluntarily and intentionally abandoned." Although "inaction in certain circumstances could give rise to waiver," Judge Andrews said, the "facts here do not support that finding," the report related. The case is Bank of New York Mellon Trust Co. NA v. Miller (In re Franklin Bank Corp.), 13-l713, U.S District Court, District of Delaware (Wilmington). About Franklin Bank Franklin Bank, S.S.B., Houston, Texas, was closed November 7, 2208, by the Texas Department of Savings and Mortgage Lending, and the Federal Deposit Insurance Corporation was named receiver. To protect the depositors, the FDIC entered into a purchase and assumption agreement with Prosperity Bank, El Campo, Texas, to assume all of the deposits, including those that exceeded the insurance limit, of Franklin Bank. As of September 30, 2008, Franklin Bank had total assets of $5.1 billion and total deposits of $3.7 billion. Prosperity Bank agreed to assume all the deposits, including the brokered deposits, for a premium of 1.7 percent. In addition to assuming all of the failed bank's deposits, Prosperity Bank will purchase approximately $850 million of assets. The FDIC said it will retain the remaining assets for later disposition. FRESH & EASY: Debtors' Chapter 11 Plan Effective ------------------------------------------------ Old FENM Inc., f/k/a Fresh & Easy Neighborhood Market Inc., notified the U.S. Bankruptcy Court for the District of Delaware that their Second Amended Joint Chapter 11 Plan of Reorganization became effective in accordance with its terms, and the Effective Date occurred, on July 23, 2014. The Plan was confirmed on July 2. Bill Rochelle, the bankruptcy columnist for Bloomberg News, recalls that the plan, which emanated from a settlement with owner Tesco Plc, provides for full payment to all creditors, except Tesco. Tesco will only recover about 6.4 percent of its claim that totaled $907.2 million at the outset of bankruptcy, the report said. About Fresh & Easy Fresh & Easy Neighborhood Market Inc., and its affiliate filed Chapter 11 petitions (Bankr. D. Del. Case Nos. 13-12569 and 13-12570) on Sept. 30, 2013. The petitions were signed by James Dibbo, chief financial officer. Judge Kevin J. Carey presides over the case. Fresh & Easy owes $738 million to Cheshunt, England-based Tesco, the U.K.'s biggest retailer. Fresh & Easy never made a profit and lost an average of $22 million a month in the 12 months ended in February, according to court papers. Jones Day serves as lead bankruptcy counsel. Richards, Layton & Finger, P.A., serves as local Delaware counsel. Alvarez & Marsal North America, LLC, serves as financial advisors, and Alvarez & Marsal Securities, LLC, serves as investment banker. Prime Clerk LLC acts as the Debtors' claims and noticing agent. Gordon Brothers Group, LLC, and Tiger Capital Group, LLC, serves as the Debtors' consultant. The Debtors estimated assets of at least $100 million and liabilities of at least $500 million. Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed five creditors to serve in the Official Committee of Unsecured Creditors in the Chapter 11 cases of Fresh & Easy Neighborhood Market Inc., et al. Pachulski Stang Ziehl & Jones LLP serves as counsel to the Committee. FTI Consulting, Inc. serves as its financial advisor. The Debtors closed, on or about Nov. 26, 2013, the sale of about 150 supermarkets plus a production facility in Riverside, California, to Ron Buckle's Yucaipa Cos. Pursuant to the sale terms, the bankruptcy company changed its name, and the name of the case, to Old FENM Inc. Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District of Delaware on July 2, 2014, issued an order confirming Old FENM, Inc., et al.'s second amended joint Chapter 11 plan of reorganization. GENERAL MOTORS: Doesn't Plan to Change Supply-Chain Safety Process ------------------------------------------------------------------ Colum Murphy, Joseph B. White and Jake Maxwell Watts, writing for The Wall Street Journal, reported that General Motors Co. said it has no immediate plans to review how it manages safety standards further down its supply chain, three days after a deadly blast at a supplier's contractor in China. According to the report, the auto maker will continue the prevailing industry practice in which car makers rely on their direct component suppliers to monitor the safety standards of indirect suppliers further down the chain, the company's president said. On Aug. 2, an explosion in the eastern Chinese city of Kunshan killed at least 75 workers and injured 185 more at Kunshan Zhongrong Metal Production Co., a subcontractor to car-wheel-maker Citic Dicastal Wheel Manufacturing Co., which is a supplier to GM, the report related. About General Motors With its global headquarters in Detroit, Michigan, General Motors -- http://www.gm.com/-- is one of the world's largest automakers, traces its roots back to 1908. General Motors Co. was formed to acquire the operations of General Motors Corp. through a sale under 11 U.S.C. Sec. 363 following Old GM's bankruptcy filing. The U.S. government provided financing. The deal was closed July 10, 2009, and Old GM changed its name to Motors Liquidation Co. Old GM -- General Motors Corporation -- filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on June 1, 2009. The Honorable Robert E. Gerber presides over the Chapter 11 cases. The Debtors tapped Weil, Gotshal & Manges LLP Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel; and Morgan Stanley, Evercore Partners and the Blackstone Group LLP as financial advisor. Garden City Group is the claims and notice agent of the Debtors. The U.S. Trustee appointed an Official Committee of Unsecured Creditors and a separate Official Committee of Unsecured Creditors Holding Asbestos-Related Claims. Lawyers at Kramer Levin Naftalis & Frankel LLP served as bankruptcy counsel to the Creditors Committee. Attorneys at Butzel Long served as counsel on supplier contract matters. FTI Consulting Inc. served as financial advisors to the Creditors Committee. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, represented the Asbestos Committee. Legal Analysis Systems, Inc., served as asbestos valuation analyst. The Bankruptcy Court entered an order confirming the Debtors' Second Amended Joint Chapter 11 Plan on March 29, 2011. The Plan was declared effect on March 31. On Dec. 15, 2011, Motors Liquidation was dissolved. On the Dissolution Date, pursuant to the Plan and the Motors Liquidation Company GUC Trust Agreement, dated March 30, 2011, between the parties thereto, the trust administrator and trustee -- GUC Trust Administrator -- of the Motors Liquidation Company GUC Trust, assumed responsibility for the affairs of and certain claims against MLC and its debtor subsidiaries that were not concluded prior to the Dissolution Date. HAAS ENVIRONMENTAL: Files Exit Plan; Disclosures Face Objections ---------------------------------------------------------------- The Official Committee of Unsecured Creditors of Haas Environmental Inc., Santander Bank, N.A., and Ford Motor Credit Company LLC filed with the U.S. Bankruptcy Court for the District of New Jersey objections to the disclosure statement describing the Debtor's proposed Plan of Reorganization. A copy of the Disclosure Statement is available for free at: http://is.gd/Y5CJlo The Disclosure Statement filed by the Debtor on May 27, 2014, says that the Debtor seeks to accomplish payments by providing payments to creditors from (a) cash on hand on the effective date; (b) funds held in escrow by Sherman Silverstein prior to the effective date; (c) the new value contribution; (d) net proceeds of the sale of the inventory; (e) net proceeds of the sale of the Steubenville property; and (f) proceeds from causes of action. The Debtor will fund its ongoing operations and all payments to holders of Class 1-5 claims from funds in its possession on and after the effective date. Payments to Class 6 will be made by sole shareholder Eugene Haas from his personal funds. Payments on account of allowed professional claims, allowed priority tax claim, allowed Class 7 claims, and allowed Class 8 claims will be made from a plan payment fund. Distributions to allowed professional claims, allowed priority tax claims, allowed Class 7 claims, and allowed Class 8 claims will be made in this order: a. payment, in full, of all allowed professional claims; b. payment, in full, of all allowed priority tax claims; c. payment, in full, of all allowed class 7 claims; and d. distributions on account of allowed class 8 claims. If the plan payment fund doesn't contain sufficient funds to make distributions to satisfy allowed professional claims, the Debtor or reorganized debtor will provide an amount equal to the lesser of $60,000 or the remaining balance owed on account of allowed professional claims on each of Aug. 15, 2014, Oct. 15, 2014, and Dec. 15, 2014, which funds will be used solely for the payment of allowed professional claims. The Debtor or reorganized debtor will be reimbursed any amount that it contributes to the plan payment fund upon availability of funds in the plan payment fund. Upon the effective date, Mr. Haas will be deemed appointed as the plan administrator and will be responsible for making distributions from the play payment fund under the Plan. Management of the Debtor's operations after the effective date will continue to be run by Mr. Haas as its president. The effective date of the proposed Plan is: (a) 14 days after entry of the confirmation order; (b) the date the plan administrator executes the plan administrator agreement; and (c) the date the new value contribution is deposited with Sherman Silverstein. A hearing for the Court to consider the approval of the Disclosure Statement was set for July 10, 2014, at 2:00 p.m. Committee's Objection The Committee claims in a court filing dated June 26, 2014, that the Plan's distribution scheme violates the absolute priority rule as it impermissibly delivers all of the equity of the reorganized debtor to the Debtor's sole equity interest holder, without providing payment in full to holders of senior classes of impaired claims. The Debtor, says the Committee, cannot avail itself of the "new value" exception to the absolute priority rule because the proposed "new value" contribution is woefully inadequate and the Debtor failed to test the adequacy of the "new value" contribution against the market. The Committee's objection states that the Plan also contains inappropriate provisions that are highly prejudicial to the interests of the Debtor's estate and creditors, like the broad third-party releases by the Debtor's estate in favor of the Debtor's sole equity interest holder and other insiders. The Committee adds, "The Disclosure Statement is completely silent as to any basis for the inclusion in the Plan of broad third-party releases in favor of the Debtor's sole Equity Interest Holder and various other insiders. These proposed releases warrant particular scrutiny by the Court as there is no consideration, much less fair consideration, being provided by the proposed beneficiaries of these third-party releases. Furthermore, many of the proposed beneficiaries of the third-party releases are the same exact parties who were recipients of significant and substantial prepetition transfers, which the Committee believes were fraudulent transfers and/or preferential payments." A copy of the objection is available for free at: http://is.gd/a1nMsK Santander's Objection Santander states in its objection filed on June 26, 2014, that the Plan unfairly discriminates against Santander, is not fair and equitable with respect to Santander, is not feasible, contains impermissible third-party releases and violates the absolute priority rule by not exposing Debtor's equity interests to the market. Santander says that the Disclosure Statement fails to provide any disclosure concerning (i) the Santander Judgment; (ii) the Debtor's identification and proposed treatment of the Santander collateral; (iii) the value of the Debtor's property -- including the Santander Collateral -- to be used by the reorganized Debtor post-bankruptcy; and (iv) the method or analysis by which Debtor seeks to reduce the Santander Secured Debt to $48,000. Santander complains that Exhibit "F" to the Disclosure Statement is the Debtor's Chapter 7 liquidation analysis, which lists Santander as holding an "$83,000 Third Position Lien against Debtor's Cash and Accounts Receivable". That value, Santander states, is inconsistent with other sections of the Disclosure Statement. As of June 24, 2014, Debtor owes Santander $817,946.30, exclusive of attorneys' fees and other costs. The Santander Secured Debt is secured by a perfected UCC-1 lien all assets of the Debtor, whether presently owned or later acquired, including all cash and non-cash proceeds. The Debtor's sole shareholder, Eugene Haas, among other non-debtor guarantors, has guaranteed the Santander Secured Debt. Santander holds a judgment entered by the Superior Court of New Jersey against Eugene Haas, Kimberly Haas and Shale Solutions, LLC, for their failure to repay the Santander Secured Debt. A copy of the objection is available for free at: http://is.gd/8sVJp9 Ford Motor Credit's Objection On June 5, 2014, Ford Motor Credit Company LLC, holder of a first purchase money security interest encumbering a number of vehicles owned by the Debtor, filed with the Court an objection to the Plan and the Disclosure Statement, claiming that they do not precisely state how Ford Motor Credit will be paid after confirmation. Ford Motor Credit's loans are cross collateralized. "The Disclosure Statement and Plan do not refer to that and should. The Plan should refer to the fact that Ford Credit will retain its liens on all vehicles it financed after confirmation. The Plan and Disclosure Statement should be amended to reflect that Ford Credit will be paid the contract rate of interest set forth on each retail installment contract secured by the vehicle it financed," Ford Motor Credit says. The loans encumbering the vehicles are in default both pre-petition and post-petition. Ford Motor Credit claims that the Disclosure Statement does not address how pre-petition arrears will be cured. A copy of the objection is available for free at: http://is.gd/v6NwR7 About Haas Environmental, Inc. Haas Environmental, Inc., filed a Chapter 11 petition (Bankr. D.N.J. Case No. 13-27297) on Aug. 6, 2013. Eugene Haas signed the petition as president. Judge Kathryn C. Ferguson presides over the case. The Debtor disclosed $10,127,069 in assets and $11,595,611 in liabilities as of the Chapter 11 filing. Jerrold N. Poslusny, Jr., Esq., at Cozen O'Connor, in Cherry Hill, New Jersey, serves as the Debtor's counsel. Mary E. Seymour, Esq., at Lowenstein Sandler LLP, serves as counsel for the Official Committee of Unsecured Creditors. EisnerAmper LLP serves as its financial advisor. JUDGE CORPORATION: Case Summary & 9 Unsecured Creditors ------------------------------------------------------- Debtor: Judge Corporation dba Xpress Travel Center 120 E. Highway 80 Forney, TX 75126 Case No.: 14-33794 Chapter 11 Petition Date: August 4, 2014 Court: United States Bankruptcy Court Northern District of Texas (Dallas) Judge: Hon. Stacey G. Jernigan Debtor's Counsel: Joyce W. Lindauer, Esq. JOYCE W. LINDAUER, ATTORNEY AT LAW 8140 Walnut Hill Ln. Ste. 301 Dallas, TX 75231 Tel: (972) 503-4033 Fax: (972) 503-4034 Email: joyce@joycelindauer.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Mandeep Singh, owner. A list of the Debtor's nine largest unsecured creditors is available for free at http://bankrupt.com/misc/txnb14-33794.pdf LIBERTY MEDICAL: Plan Filing Deadline Extended to Aug. 15 --------------------------------------------------------- In the Chapter 11 cases of diabetics supply provider Liberty Medical, ATLS Acquisition, LLC, and their affiliates, the Delaware Bankruptcy Court extended the Debtors' exclusive period to file a Chapter 11 plan by 63 days through and including Aug. 15, 2014, and the exclusive period to solicit votes on the Plan through and including Nov. 4, 2014. About Liberty Medical Entities that own diabetics supply provider Liberty Medical led by ATLS Acquisition, LLC, sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-10262) on Feb. 15, 2013, just less than three months after a management buy-out and amid a notice by the lender who financed the transaction that it's exercising an option to acquire the business. Liberty has been in business for 22 years serving the needs of both type 1 and type 2 diabetic patients. Liberty is a mail order provider of diabetes testing supplies. In addition to diabetes testing supplies, the Debtors also sell insulin pumps and insulin pump supplies, ostomy, catheter and CPAP supplies and operate a large mail order pharmacy. Liberty operates in seven different locations and has 1,684 employees. Dennis A. Meloro, Esq., at Greenberg Traurig, LLP, serves as the Debtor's counsel; Ernst & Young LLP to provide investment banking advice; and Epiq Bankruptcy Solutions, LLC, as claims and noticing agent for the Clerk of the Bankruptcy Court. An official committee of unsecured creditors has been appointed in the case and consists of LifeScan, Inc., Abbott Laboratories, and Teva Pharmaceuticals USA, Inc. They are represented by Joseph H. Huston Jr., Esq., Maria Aprile Sawczuk, Esq., and Camille C. Bent, Esq., of Stevens & Lee P.C. as well as Bruce Buechler, Esq., S. Jason Teele, Esq., and Nicole Stefanelli, Esq. of Lowenstein Sandler LLP. The Committee has tapped Mesirow Financial Consulting, LLC, as financial advisors. MDM GOLF: Case Summary & Largest Unsecured Creditors ---------------------------------------------------- Debtor affiliates filing separate Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- MDM Golf of Gillette Ridge, LLC 14-21565 1360 Hall Blvd. Bloomfield, CT 06002 MDM Golf of GR, LLC 14-21566 1360 Hall Blvd. Bloomfield, CT 06002 Nature of Business: Single Asset Real Estate Chapter 11 Petition Date: August 4, 2014 Court: United States Bankruptcy Court District of Connecticut (Hartford) Judge: Hon. Albert S. Dabrowski (14-21565) Debtors' Counsel: Peter L. Ressler, Esq. GROOB RESSLER & MULQUEEN, PC 123 York Street, Ste 1B New Haven, CT 06511-0001 Tel: (203) 777-5741 Fax: (203) 777-4206 Email: ressmul@yahoo.com Estimated Estimated Assets Liabilities ---------- ----------- MDM Golf of Gillette $1MM-$10MM $1MM-$10MM MDM Golf of GR, LLC $1MM-$10MM $1MM-$10MM The petitions were signed by Matthew F. Menchetti, managing member. A list of MDM Golf of Gillette's 10 largest unsecured creditors is available for free at http://bankrupt.com/misc/ctb14-21565.pdf A list of MDM Golf of GR, LLC's 10 largest unsecured creditors is available for free at http://bankrupt.com/misc/ctb14-21566.pdf MOMENTIVE PERFORMANCE: Plan Has Backing of Labor Union ------------------------------------------------------ Sherri Toub, substituting for Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Momentive Performance Inc., the producer of silicones for the semiconductor industry, has the support of the labor union representing the overwhelming majority of its unionized employees as it prepares to seek approval of its contested Chapter 11 plan. According to the report, the union says it strongly supports the proposed reorganization plan because it adopts Momentive's collective bargaining agreements and will significantly reduce the company's "unreasonable" debt level. The four-day confirmation hearing is scheduled to start Aug. 18, the report noted. About Momentive Performance Momentive Performance is one of the world's largest producers of silicones and silicone derivatives, and is a global leader in the development and manufacture of products derived from quartz and specialty ceramics. Momentive has a 70-year history, with its origins as the Advanced Materials business of General Electric Company. In 2006, investment funds affiliated with Apollo Global Management, LLC, acquired the company from GE. As of Dec. 31, 2013, the Company had 4,500 employees worldwide, of which 46% of the Company's employees are members of a labor union or are represented by workers' councils that have collective bargaining agreements. Momentive Performance Materials Inc., Momentive Performance Materials Holdings Inc., and their affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 14-22503) on April 14, 2014, with a deal with noteholders on a balance-sheet restructuring. As of Dec. 31, 2013, the Debtors had $4.114 billion of consolidated outstanding indebtedness, including payments due within the next 12 months and short-term borrowings. The Debtors said that the restructuring will eliminate $3 billion in debt. The Debtors have tapped Willkie Farr & Gallagher LLP as bankruptcy counsel with regard to the filing and prosecution of these chapter 11 cases; Sidley Austin LLP as special litigation counsel; Moelis & Company LLC as financial advisor and investment banker; AlixPartners, LLP as restructuring advisor; PricewaterhouseCoopers as auditor; and Crowe Horwath LLP as benefit plan auditor. Kurtzman Carson Consultants LLC is the notice and claims agent. The U.S. Trustee for Region 2 appointed seven members to serve on the Official Committee of Unsecured Creditors of the Debtors' cases. Klee, Tuchin, Bogdanoff & Stern LLP serves as its counsel. FTI Consulting, Inc., serves as its financial advisor. Rust Consulting Omni Bankruptcy serves as its information agent. NAVARRO ORTHODONTIX: Voluntary Chapter 11 Case Summary ------------------------------------------------------ Debtor: Navarro Orthodontix of Edinburg, PLLC 911 North Macarthur Irving, TX 75061 Case No.: 14-33804 Nature of Business: Health Care Chapter 11 Petition Date: August 4, 2014 Court: United States Bankruptcy Court Northern District of Texas (Dallas) Judge: Hon. Harlin DeWayne Hale Debtor's Counsel: Gregory Wayne Mitchell, Esq. THE MITCHELL LAW FIRM, L.P. 8140 Walnut Hill Lane, Suite 301 Dallas, TX 75231 Tel: 972-463-8417 Fax: 972-432-7540 Email: greg@mitchellps.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Carlos Navarro, managing member. The Debtor did not file a list of its largest unsecured creditors when it filed the petition. OHIO COUNTY, KY: Moody's Affirms 'Ba2' Rating on $83.3MM Bonds -------------------------------------------------------------- Moody's Investors Service affirmed the Ba2 senior secured rating on $83.3 million of County of Ohio, Kentucky (the county) Pollution Control Refunding Revenue Bonds (Big Rivers Electric Corporation Project; cusip number 677288AG7) and concurrently revised the rating outlook to stable from negative. Ratings Rationale "The rating actions for the pollution control refunding revenue bonds previously issued by the county on behalf of Big Rivers Electric Corporation (BREC) primarily reflect BREC's good progress in implementing load concentration mitigation strategies, the most critical ones being the credit supportive rate case outcomes at the Kentucky Public Service Commission (KPSC) and better than anticipated success in selling excess energy and capacity off system in the MISO and other markets at good margins" said Kevin Rose, Vice President-Senior Analyst. "BREC is more dependent on rate increases and other mitigation strategies because it is compensating for the significant loss of load from two aluminum smelters who were previously being served by BREC's largest member owner, Kenergy Corp., until they terminated their respective power purchase contracts" Rose added. In the first instance the Hawesville smelter terminated its contract effective August 20, 2013 and then the Sebree smelter terminated its contract effective January 31, 2014. The Ba2 rating further recognizes the cost plus nature of the cooperative model which generally allows for cost recovery from its members, albeit tempered in this case to some degree because BREC's rates are regulated by the KPSC, which is atypical for the G&T coop sector. Still, BREC's credit profile not only reflects the financial benefits of recent rate case decisions, but also factors the various steps it took to unwind a lease and other transactions in 2008 and 2009 where among other benefits, residual cash was set aside in restricted accounts to provide a mitigant in the event of lost smelter load. Pursuant to the terms of the latest KPSC rate case decision, cash in the restricted accounts is being used, as intended, to mitigate cost pressures from significant smelter load loss. BREC's contracts with its former largest customer, Century Aluminum of Kentucky (a subsidiary of Century Aluminum Company, which owns the Hawesville and Sebree smelters) historically made up roughly two-thirds of BREC's annual energy sales and accounted for just under 60% of its system demand and in excess of 60% of annual revenues. While initial expectations contemplated the prospect that both smelters could cease operations upon expiration of their respective power contracts, subsequent developments are allowing the smelters to continue operating, while purchasing power on the wholesale market. Effective June 3, 2013, Century acquired substantially all the assets of the Sebree aluminum smelter from Rio Tinto Alcan. This deal followed Century's definitive agreement with BREC and Kenergy which, upon receiving various regulatory approvals, is allowing Century to continue operating its Hawesville smelter by purchasing electricity on the open market. Under the agreement, Kenergy arranges for the energy purchases at wholesale market prices and Century pays the market price and additional amounts to cover any incremental costs incurred by BREC and Kenergy to accommodate Century's desire to purchase energy on the market for the Hawesville smelter. Century used this framework as a model for a similar arrangement for the Sebree smelter which is allowing it to continue operating as well since its contract expired on January 31, 2014. When compared to the alternative scenario of having both smelters permanently shut down, Moody's view this outcome as being a better alternative from a credit standpoint as ancillary loads remain intact with BREC and Kenergy being reimbursed for the incremental costs to purchase power at wholesale market prices for the smelters. On October 29, 2013 the KPSC approved a wholesale power rate increase of $54.2 million (retroactive to August 20, 2013), and, on April 25, 2014 approved a wholesale power rate increase of $36.2 million (retroactive to February 1, 2014). Even though the approved rate increases are about 20% and 50% less than the full amounts included in the revised filings, respectively, the rate increases are credit positive for BREC because the incremental amounts will support financial performance, ensure a degree of cushion for compliance with financial covenants, and allow for BREC to further advance strategies to mitigate the significant electric load loss owing to the termination of contracts with its two aluminum smelters. Moody's notes that it is not uncommon for a state public service commission to disallow certain requested amounts in rate case proceedings and in some instances, disallowed amounts are even more substantial compared to BREC's recent decisions. Notwithstanding the fact that BREC is left with substantial excess capacity due to the large customer contract terminations, the KPSC made supportive comments in the recent rate orders about prudent mitigation steps taken by BREC and the commission clearly states its intent to ensure rates are sufficient to maintain BREC's financial integrity. To that end, the KPSC rates approved in the April 2014 rate order are designed to enable BREC to achieve a 1.3x Times Interest Earned Ratio (TIER), a level that is 20 basis points higher than the 1.1times margins for interest (essentially the equivalent of TIER) required under BREC's indenture. Importantly and a key rating consideration are the KPSC's approval of plans to accelerate use of the economic reserve, rural economic reserve and transmission revenue economic reserve accounts in the amount of roughly $97 million as of June 30, 2014 to offset the rate increase approved April 25, 2014. The accelerated use of the reserve accounts effectively neutralizes the non-smelter customer rate impact from the April 25, 2014 rate order for large industrial/business (non-smelter) customers and for rural (residential) customers. Under this approach, the additional rate shock for BREC's non-smelter customers is delayed into mid-2015 for large industrial/business (non-smelter) customers and mid-2016 for rural (residential) customers, during which time BREC will continue to implement other load concentration mitigation strategies. BREC's other load concentration mitigation strategies, some of which are already being implemented, include entering into long- term bilateral sales arrangements, temporarily idling generation and reducing staff, making short-term off system sales, participating in the capacity markets, and selling or leasing generating assets. In that vein, BREC has said that it would specifically consider the sale of its 417-MW D.B. Wilson and 443- MW K.C. Coleman coal-fired plants. Concurrently, BREC is selling power forward from the Wilson plant under four separate transactions that will allow BREC to continue operating the Wilson plant through May 31, 2016. The cooperative is also responding to other requests for proposals to sell power from the Wilson plant to other energy providers and awaits further developments related to those responses. The Coleman plant was idled in May 2014 and will be maintained to permit restart should market conditions become economically feasible. Longer term opportunities may also arise for sales of electricity, depending on economic development activity in its service territory. Should a transaction, either an outright sale or a unit specific long-term power arrangement for all capacity involving both Wilson and Coleman occur, BREC's total owned/available capacity would reduce to 584 MW from 1,444 MW. BREC also has rights to about 197 MW of coal-fired capacity from Henderson Municipal Power and Light Station Two and about 178 MW of contracted hydro capacity from Southeastern Power Administration. In terms of liquidity considerations, BREC addressed what had been its most pressing call on cash by using a portion of its existing cash on May 31, 2013 to repay a $58.8 million tax-exempt debt maturity which was scheduled for June 1, 2013. Following the debt repayment, BREC reports its cash and temporary investments balance is approximately $126.8 million at June 30, 2014 and its debt maturities over the next eight quarters are largely comprised of scheduled amortizations of long-term debt to be paid at a rate of roughly $5.5 million per quarter. BREC is taking steps to maintain its external liquidity by negotiating with National Rural Utilities Cooperative Finance Corp. (NRUCFC) for a senior secured loan to fund an estimated $25-$30 million of KPSC approved environmental related capital expenditures over the next two years. Moody's understand that BREC recently received a term sheet for this multi-year loan reflecting agreed terms and conditions following the favorable KPSC rate orders, which would serve as a bridge to long-term senior secured financing under the U.S. Department of Agriculture's Rural Utilities Service (RUS) loan program. BREC also has a $50 million secured revolver with NRUCFC, which expires in July 2017. The negotiations with NRUCFC and approval from the KPSC to amend and extend the former revolver which was set to expire in July 2014, converted the facility to a secured position under BREC's indenture to take into account credit challenges created by the smelter-related load loss. Moody's view the extension of this facility to be an important liquidity milestone since BREC terminated its $50 million CoBank facility. The existing cash on hand and the full availability under the $50 million secured revolver with NRUCFC, along with the anticipated three-year senior secured term loan with NRUCFC for environmental capital expenditures will supplement the cooperative's internally generated cash flow going forward. What Could Change the Rating -- Up In light of ongoing credit challenges, BREC's rating is not likely to be upgraded in the near term. Further significant support from the KPSC in any future regulatory filings and successful results through other ongoing load concentration mitigation strategies would be credit positive and help to improve BREC's rating. What Could Change the Rating -- Down There are a variety of factors that could cause us to take negative rating action, including a shift to less regulatory support in future regulatory filings and weakening of external liquidity. Furthermore, if full and timely recovery of environmental compliance costs does not occur as anticipated under the KPSC approved environmental cost recovery mechanism, that would add downward rating pressure, especially if such amounts increase substantially from currently anticipated levels. Big Rivers Electric Corporation is an electric generation and transmission cooperative headquartered in Henderson, Kentucky and owned by its three member system distribution cooperatives -- Jackson Purchase Energy Corporation; Kenergy Corp; and Meade County Rural Electric Cooperative Corporation. These member system cooperatives provide retail electric power and energy to approximately 114,000 residential, commercial, and industrial customers in 22 Western Kentucky counties. OVERSEAS SHIPHOLDING: Reorganization Plan Effective --------------------------------------------------- Overseas Shipholding Group, Inc., et al., notified the U.S. Bankruptcy Court for the District of Delaware that on Aug. 5, 2014, each of the conditions precedent to the effectiveness of the First Amended Joint Plan of Reorganization occurred or was waived in accordance with the provisions of the Plan. Accordingly, the Plan became effective and was substantially consummated on Aug. 5. The Debtors will make initial distributions to holders of allowed claims and allowed equity interests on or before Aug. 19. 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. U.S. Bank National Association is the successor administrative agent under the $1.5 billion credit agreement, dated as of February 9, 2006 by and among (a) OSG, OSG Bulk Ships, Inc., and OSG International, Inc., as joint and several borrowers, (b) the Administrative Agent and (c) various lenders party thereto. Counsel to the Administrative Agent are Milbank, Tweed, Hadley & McCloy LLP; Holland & Knight LLP; and Drinker Biddle & Reath LLP. Lazard Freres & Co. LLC serves as advisor to the Administrative Agent. An official committee of Equity Security Holders has been appointed in the case. It is represented by Brown Rudnick LLP's Steven D. Pohl, Esq., James W. Stoll, Esq. and Jesse N. Garfinkle, Esq.; Fox Rothschild LLP's Jeffrey M. Schlerf, Esq., John H. Strock, Esq. and L. John Bird, Esq. Judge Walsh signed on July 18, 2014, a findings of fact, conclusions of law, and order confirming the First Amended Joint Plan of Reorganization of OSG and its debtor-affiliates. A blacklined version of the Plan dated July 17, 2014, is available at http://bankrupt.com/misc/OSGplan0716.pdf A full-text copy of Judge Walsh's Confirmation Order is available at http://bankrupt.com/misc/OSGplanord0718.pdf PACKAGING DYNAMICS: Note Redemption No Impact on Moody's B2 CFR --------------------------------------------------------------- Moody's Investors Service related that Packaging Dynamics Corporation's planned redemption of a significant portion of the company's $425 million 8.75% senior secured notes due 2016 is credit positive, but it does not impact the company's B2 Corporate Family Rating (CFR), B2-PD Probability of Default Rating (PDR) or stable rating outlook. Furthermore, the B3 rating on the notes is unchanged, with $340 million that will remain outstanding following the completion of the transaction. Packaging Dynamics Corporation manufactures and converts value- added food packaging products and flexible adhesive lamination structures. Headquartered in Chicago, Packaging Dynamics is a portfolio company of private equity firm Kohlberg & Company and generated approximately $584 million of revenue for the twelve months ended March 31, 2014. PRM FAMILY: Creditor's Panel Files Liquidation Plan Outline ----------------------------------------------------------- The Official Committee of Unsecured Creditors of PRM Family Holding Company, L.L.C., filed with the U.S. Bankruptcy Court for the District of Arizona a disclosure statement in connection with the solicitation of acceptances of the Joint Plan of Liquidation dated July 25, 2014. A copy of the Disclosure Statement is available for free at: http://bankrupt.com/misc/PRMFAMILY_1171_ds.pdf The Plan proposes this treatment: holders of allowed CNG Secured Claims, allowed secured tax claims and allowed other secured claims will be paid in full. The holders of allowed administrative claims will be paid with proceeds as assets of the estates are liquidated by a creditor trustee, or as agreed between the creditor trustee and the claim holder. Holders of allowed priority tax claims and other priority claims will be paid in order of priority from a creditor trust. Allowed general unsecured claims will be deemed to hold unsecured creditor trust interests and will receive pro rata distributions from the Creditor Trust, and the Debtors' equity securities will be cancelled and terminated. The Plan will be funded in part by a contribution from related third parties, Provenzano Family members and their respective trusts, in exchange for an acknowledgement, affirmation and ratification that the estates and their creditors hold no claims and fully release any claims against the Plan Funding Source. The Creditor Trustee will be charged with: (i) pursuing claims and causes of action on behalf of the Creditor Trust; (ii) analyzing and reconciling claims that have been filed against the Debtors' estates; and (iii) making distributions on account of allowed claims in accordance with the Plan and the creditor trust agreement entered into with respect thereto. The cost of distributing the Plan and Disclosure Statement as well as the costs, if any, of soliciting acceptances, will be paid from property of the estates. Professional fees of the plan proponents' counsel are not contingent upon the acceptance of the Plan, and are payable as a cost of administration, upon court approval. All remaining assets of the Debtors' estates will be transferred to the Creditor Trust and will be held for the benefit of the holders of (i) allowed administrative claims, allowed priority tax claims and allowed priority claims, and (ii) allowed general unsecured claims. The provisions of the Creditor Trust will be implemented under the direction of the Creditor Trustee, who will be designated prior to the confirmation hearing. Prior to the Effective Date, the Committee will select three creditors to serve on an advisory board. The Creditor Advisory Board will: (a) select a successor Creditor Trustee in the event that the initial Creditor Trustee needs or is required to resign or is unable to complete its duties as Creditor Trustee; (b) advise the Creditor Trustee with respect to his or her duties, including the reconciliation of claims, distributions to beneficiaries of the Creditor Trust and avoidance actions; and (c) file any necessary pleadings with the Court challenging any actions of the Creditor Trustee as permitted under the Creditor Trust Agreement. The Creditor Trustee will provide the Creditor Advisory Board with quarterly reports. On the Effective Date, all of the equity securities in the Debtors will be and are deemed to be cancelled. Upon receipt by the Debtors (or the Creditor Trust) of the plan funding Contribution with a value of $1.6 million from the Plan Funding Source, the guarantor release parties are fully released from any claims or causes of action held by the Debtors and the Creditor Trust. About PRM Family PRM Family Holding Company, L.L.C., operator of 11 Pro's Ranch Markets grocery stores in Arizona and Texas and New Mexico, sought Chapter 11 protection (Bankr. D. Ariz. Case No. 13-09026) on May 28, 2013. As of the bankruptcy filing, PRM Family Holding operates seven grocery stores in Phoenix, two in El Paso, Texas, and two in New Mexico. Its corporate office is in California and it has warehouses and distribution facilities in California and Phoenix. Its Pro's Ranch Markets feature produce, baked goods, and other general grocery items with a Hispanic flair and theme. The company has more than 2,200 employees. PRM Family blamed its woes on, among other things, the adverse effect of the perception in Arizona towards immigrants including the passage of SB 1070 and an immigration audit to which no other competitor was subjected. It also blamed a decline in the U.S. economy and an increase competition from other grocery store chains. Bank of America, the secured lender, declared a default in February 2013. PRM Family estimated liabilities in excess of $10 million. Judge Sarah Sharer Curley oversees the case. Michael McGrath, Esq., Scott H. Gan, Esq., Frederick J. Petersen, Esq., Kasey C. Nye, Esq., David J. Hindman, Esq., and Isaac D. Rothschild, Esq., at Mesch, Clark & Rothschild, P.C., serve as the Debtor's counsel. HG Capital Partners' Jim Ameduri serves as financial advisor. PRM Family submitted to the Bankruptcy Court on Sept. 23, 2013, a Joint Disclosure Statement in support of Plan of Reorganization. The Disclosure Statement says the Debtor will continue the operation of a long-standing business, which currently employs approximately 2,300 people. Continuing the business will allow the Debtors to repay creditors and maintain trading relationships with long-term trade vendors. Attorneys at Freeborn & Peters LLP, in Chicago, Ill., represent the Official Committee of Unsecured Creditors as lead counsel. Attorneys at Schian Walker, P.L.C., in Phoenix, Arizona, represent the Committee as local counsel. O'Keefe & Associates Consulting, LLC, serves as financial advisor to the Committee. Robert J. Miller, Esq., Bryce A. Suzuki, Esq., and Justin A. Sabin, Esq., at Bryan Cave LLP, in Phoenix, serve as counsel for Bank of America, N.A., as administrative agent and a lender under an amended and restated credit agreement dated July 1, 2011. QUBEEY INC: Has $250K Funding; To Pay Unsecured Claims in 8 Yrs --------------------------------------------------------------- Qubeey, Inc., on July 30 delivered to the Bankruptcy Court for the Central District of California its plan of reorganization and explanatory disclosure statement. A hearing to approve the disclosure statement is set for Sept. 11 at 9:30 a.m. in Bankruptcy Court in Woodland Hills, Calif. A hearing to confirm the Plan will be set following approval of the disclosure statement. Qubeey seeks to accomplish payments under the Plan by cash infusion and cash from net income. Dr. Art Malone has committed to provide $250,000 through an affiliated business entity owned by him, in the form of both debt and equity. The Debtor anticipates that after the bankruptcy, Art Malone Jr., will be hired as president and CEO, replacing Rocky Wright, and Mr. Wright will serve as chairman of the board of directors. Under the Plan, general unsecured claims not entitled to priority, estimated in the amount of $10,542,848, will be paid in annual installments for eight years beginning 2017: 2017 $400,000 2018 $800,000 2019 $1,800,000 2020 $1,200,000 2021 $1,500,000 2022 $1,650,000 2023 $1,900,000 2024 $2,150,000 No interest will be paid on account of general unsecured claims. The secured claim of Jeff Franklin in the principal amount of $450,000, will be paid in three annual installments beginning 2015: 2015 $100,000 2016 $300,000 2017 $150,000 The payments include interest at contract rate, estimated to be roughly $100,000. The Debtor, meanwhile, will make a one-time payment of $8,000 to settle the secured claim of Los Angeles County Tax Collector in the principal amount of $7,914. Interest Holders will retain their ownership in the Debtor, subject to dilution in the amount of 20% of the total issued and outstanding shares of the company based on the capital commitment to be made by Dr. Art Malone. Greenberg & Bass LLP, counsel to the Debtor, will also receive a 2.5% equity stake in consideration for the legal services rendered. The Plan is to become effective 30 days following entry of a confirmation order by the Court. For planning purposes, the Plan effective date is assumed to be Jan. 2, 2015. Interested parties desiring further information about the Plan may contact: Douglas M. Neistat, Esq. GREENBERG & BASS LLP 16000 Ventura Blvd., Suite 1000 Encino, CA 91436 Tel: 818-382-6200 Hon. Maureen A. Tighe has rescheduled a July 31 status conference for Sept. 11. About Qubeey, Inc. Qubeey, Inc., which is in the business of computer software, filed a Chapter 11 petition (Bankr. C.D. Calif. Case No. 13-15805) on Sept. 5, 2013. Rocky Wright signed the petition as president. The Debtor disclosed $83,500 in assets and $11,108,391 in liabilities as of the Chapter 11 filing. Judge Maureen Tighe presides over the case. On Oct. 18, 2013, the Court authorized Qubeey Inc. to employ Greenberg & Bass LLP as bankruptcy counsel. Douglas M. Neistat, Esq., at Greenberg & Bass, in Encino, California, leads the engagement. Qubeey filed for Chapter 11 after a receiver was appointed by the Riverside Superior Court. Paul B. Garcia was named as receiver. REVEL AC: Modifies Proposed Bonus Program to Tie to Sale Results ---------------------------------------------------------------- Sherri Toub, substituting for Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the Revel casino in Atlantic City, New Jersey, has modified the structure of the incentive plan to reflect the resolution of informal objections from the Official Committee of Unsecured Creditors. According to the report, if approved, bonuses under the modified plan would be based on achieving various levels of cash and so- called credit bid consideration in the sale. As originally proposed, bonuses were to be based on achieving various levels of operating cash flow exceeding the budget, the report related. About Revel AC Revel AC, Inc. -- http://www.revelresorts.com/-- owns and operates Revel, a Las Vegas-style, beachfront entertainment resort and casino located on the Boardwalk in the south inlet of Atlantic City, New Jersey. Revel AC Inc. and five of its affiliates sought bankruptcy protection (Bankr. D.N.J., Lead Case No. 14-22654) on June 19, 2014, to pursue a quick sale of the assets. The Chapter 11 cases are assigned to Judge Gloria M. Burns. The Debtors' Chapter 11 cases are jointly consolidated for procedural purposes. Revel AC estimated assets ranging from $500 million to $1 billion, and the same amount of liabilities. White & Case, LLP, and Fox Rothschild, LLP, serve as the Debtors' Counsel, and Moelis & Company, LLC, is the investment banker. The Debtors' solicitation and claims agent is Alixpartners, LLP. The prepetition first lenders are represented by Cadwalader, Wickersham & Taft LLP. The prepetition second lien lenders are represented by Paul, Weiss, Rifkind, Wharton & Garrison LLP. The DIP agent is represented by Milbank, Tweed, Hadley & McCloy LLP. This is Revel AC's second trip to bankruptcy. The company first sought bankruptcy protection (Bankr. D.N.J. Lead Case No. 13- 16253) on March 25, 2013, with a prepackaged plan that reduced debt by $1.25 billion. Less than two months later on May 15, 2013, the 2013 Plan was confirmed and became effective on May 21, 2013. RIVER-BLUFF: Files Plan of Reorganization, To Keep Management ------------------------------------------------------------- River-Bluff Enterprises, Inc., filed with the U.S. Bankruptcy Court for the Eastern District of Washington a Plan of Reorganization and accompanying disclosure statement. A copy of the Disclosure Statement is available for free at: http://bankrupt.com/misc/RIVER-BLUFF_137_ds.pdf The Debtor and guarantors Byron and Rose Haney, Eric and Sue Layman, Marcy and Jeanette Haney and Roger and Marleta Haney -- who each signed personal guarantees on certain secured debts -- anticipate that the Plan will be funded by a combination of future net cash flow from the future operations of the Debtor, and the contributions by the Guarantors, who are also the holders of the Class 12 Shareholder Interests. The Debtor estimates that the confirmation date will occur this year. On or prior to the Effective Date, the equity security holders will contribute certain amount to be used first to make plan distributions to the holders of the Allowed Class 9 Claim of Huff Construction of Modesto California (hired to build the three story structure that would be the Medical Building) and the Class 10 Claims of investor Mark Grover, who loaned the Debtor $200,000 to pay Huff the funds required to retain and pay the necessary subcontractors, until those claims have been paid in full as provided for by the Plan. Under the Plan, unsecured claims which are included in Class 8, including the deficiency claim of US Bank, N.A., holder of a secured claim secured by Medical Building and guaranteed by the Guarantors, are being paid their allowed claims in full. Holders of unsecured claims in Classes 9, 10, and Class 11 (the allowed claim of Alpine Townhouse Apartments, LLC, which is the holder claim in the scheduled amount of $2,303,637 secured by a junior lien against substantially all of the Debtor's California real property) are receiving less than 100% of their allowed claims, provided that they vote in favor of the Plan. If they do not vote in favor of the Plan, then their claims will still be treated as Allowed Class 8 General Unsecured Claims and will be paid 100% of the claim plus any allowable interest. Accordingly, all creditors provided for under the Plan would be paid 100% of their allowed claims, unless they have otherwise consented by voting in favor of a less favorable treatment which would allow for the separate classification of those claims being paid less than 100% of their allowed claims. Upon confirmation, the reorganized Debtor will continue to employ Roger Haney, Byron Haney and Eric Layman, in their capacity as officers, directors, and shareholders of the Debtor, to perform the day to day management of the Debtor's business. The Debtor will continue to pay Roger Haney a monthly salary of $3,000 per month. On the Effective Date, all property of the estate, excluding property otherwise distributed and claims otherwise resolved under the Plan, will be vested in the Reorganized Debtor. About River-Bluff Enterprises Ellensburg, Washington-based River-Bluff Enterprises, Inc., filed a Chapter 11 bankruptcy petition (Bankr. E.D. Wash. Case No. 14- 00843) on March 11, 2014. In its schedules, the Debtor disclosed $10,231,777 in total assets and $17,609,653 in total liabilities. This is River-Bluff's second bankruptcy filing in less than two years. It previously sought bankruptcy protection (Bankr. E.D. Cal. Case No. 12-92017) in Modesto, California, in July 2012. The case was dismissed in 2013. Gary W. Dryer, Assistant U.S. Trustee for Region 18, informed the U.S. Bankruptcy Court for the Eastern District of Washington that due to the lack of entities eligible to serve on the unsecured creditors' committee, the U.S. Trustee is not appointing an unsecured creditors' committee in the Chapter 11 case of River- Bluff Enterprises, Inc. RIVER-BLUFF: Has Court's Nod to Use Cash Collateral Until Sept. 4 ----------------------------------------------------------------- The Hon. Frank L. Kurtz of the U.S. Bankruptcy Court for the Eastern District of Washington entered on July 29, 2014, an agreed order authorizing in part on a final basis River-Bluff Enterprises, Inc.'s continued use of cash collateral that was turned over to the Debtor from the Sterling Bank operating account of Revitalization Partners, L.L.C., the Debtor's superseded receiver, and rents and other proceeds of the collateral generated from March 11, 2014. The use of cash collateral will continue until Sept. 4, 2014. A copy of the order and the budget is available for free at http://is.gd/tQHs0Y U.S. Bank is granted a lien on and security interest in all of the property in which U.S. Bank holds a valid and enforceable prepetition lien and security interest and acquired by the Debtor on and after the Petition Date. About River-Bluff Enterprises Ellensburg, Washington-based River-Bluff Enterprises, Inc., filed a Chapter 11 bankruptcy petition (Bankr. E.D. Wash. Case No. 14- 00843) on March 11, 2014. In its schedules, the Debtor disclosed $10,231,777 in total assets and $17,609,653 in total liabilities. This is River-Bluff's second bankruptcy filing in less than two years. It previously sought bankruptcy protection (Bankr. E.D. Cal. Case No. 12-92017) in Modesto, California, in July 2012. The case was dismissed in 2013. Gary W. Dryer, Assistant U.S. Trustee for Region 18, informed the U.S. Bankruptcy Court for the Eastern District of Washington that due to the lack of entities eligible to serve on the unsecured creditors' committee, the U.S. Trustee is not appointing an unsecured creditors' committee in the Chapter 11 case of River- Bluff Enterprises, Inc. RIVER-BLUFF: Court Okays Larson Berg as Special Counsel ------------------------------------------------------- River-Bluff Enterprises, Inc., obtained permission from the Hon. Frank L. Kurtz of the U.S. Bankruptcy Court for the Eastern District of Washington to employ James A. Perkins, Esq., Larson, Berg & Perkins PLLC as special counsel. As reported by the Troubled Company Reporter on July 23, 2014, U.S. Bank N.A. filed an objection to the application indicating that it did not disclose the Debtor's post-petition payment of $2,532.75 to Mr. Perkins' law firm. U.S. Bank said that, before the application may be granted, the Court should determine whether Mr. Perkins has no interest adverse to the estate or is disinterested, and what disclosures should be made regarding the $2,532.75 payment the Debtor made to his firm. Larson Berg is ordered to transfer all funds it has received after the Chapter 11 petition was filed into their trust account, and no disbursements of those funds may be made without further order of this court. All issues regarding the approval of any award of fees for special counsel is reserved to each party. About River-Bluff Enterprises Ellensburg, Washington-based River-Bluff Enterprises, Inc., filed a Chapter 11 bankruptcy petition (Bankr. E.D. Wash. Case No. 14- 00843) on March 11, 2014. In its schedules, the Debtor disclosed $10,231,777 in total assets and $17,609,653 in total liabilities. This is River-Bluff's second bankruptcy filing in less than two years. It previously sought bankruptcy protection (Bankr. E.D. Cal. Case No. 12-92017) in Modesto, California, in July 2012. The case was dismissed in 2013. Gary W. Dryer, Assistant U.S. Trustee for Region 18, informed the U.S. Bankruptcy Court for the Eastern District of Washington that due to the lack of entities eligible to serve on the unsecured creditors' committee, the U.S. Trustee is not appointing an unsecured creditors' committee in the Chapter 11 case of River- Bluff Enterprises, Inc. SBARRO LLC: Insurers Don't Benefit From Chapter 11 Plan Injunction ------------------------------------------------------------------ Sherri Toub, substituting for Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that U.S. Bankruptcy Judge Martin Glenn modified the injunction contained in the consummated Chapter 11 plan of Sbarro LLC to accommodate the estate of a Sbarro employee who was fatally shot at a Little Rock, Arkansas, mall in February 2013. According to the report, the deceased's estate, which initially sued mall-related entities for the incident, amended the lawsuit to add Sbarro as a defendant on June 11 following its June 2 emergence from bankruptcy. Under its lease, Sbarro maintained insurance coverage for the benefit of some "mall parties," according to court papers, the report noted. Sbarro agreed to allow the deceased's estate relief from the plan injunction for the "limited and exclusive purpose" of seeking recovery from its insurance carriers, and the judge agreed, the report related. About Sbarro LLC Pizza chain Sbarro sought Chapter 11 bankruptcy protection together with several affiliated entities (Sbarro LLC, Bankr. S.D.N.Y. Lead Case No. 14-10557) on March 10, 2014, in Manhattan. Bankruptcy Judge Martin Glenn presides over the Debtors' cases. The bankruptcy filing came after Sbarro said in February it would 155 of the 400 restaurants it owns in North America. Bankruptcy Judge Martin Glenn presides over the 2014 case. Nicole Greenblatt, Esq., James H.M. Sprayregen, Esq., Edward O. Sassower, Esq., and David S. Meyer, Esq., at Kirkland & Ellis, LLP, represent Sbarro. Mark Hootnick, Brian Bacal, Gregory Doyle, and Roger Wood at Moelis & Company, serve as Sbarro's investment bankers. Loughlin Management serves as the financial advisors. Prime Clerk LLC serves as claims and noticing agent, and administrative advisor. Melville, N.Y.- based Sbarro LLC listed $175.4 million in total assets and $165.2 million in total liabilities. The petitions were signed by Stuart M. Steinberg, authorized individual. This is Sbarro's second bankruptcy filing in three years. The corporate entity was then known as Sbarro Inc., which, together with several affiliates, filed Chapter 11 petitions (Bankr. S.D.N.Y. Lead Case No. 11-11527) on April 4, 2011, in Manhattan. Sbarro Inc. disclosed $51,537,899 in assets and $460,975,646 in liabilities in the 2011 petition. Bankruptcy Judge Shelley C. Chapman presided over the 2011 case. In the 2011 case, Edward Sassower, Esq., and Nicole Greenblatt, Esq., at Kirkland & Ellis, LLP, served as the Debtors' general bankruptcy counsel; Rothschild, Inc., as investment banker and financial advisor; PriceWaterhouseCoopers LLP as bankruptcy consultants; Marotta Gund Budd & Dzera, LLC, as special financial advisor; Curtis, Mallet-Prevost, Colt & Mosle LLP as conflicts counsel; Epiq Bankruptcy Solutions, LLC, as claims agent; and Sard Verbinnen & Co as communications advisor. Sbarro Inc. emerged from Chapter 11 protection seven months later, in November 2011, after Judge Chapman confirmed a Plan of Reorganization that handed ownership of the company to the pre- bankruptcy first lien lenders. Under the terms of the Plan, Sbarro reduced debt by approximately 73%, or $295 million (from approximately $405 million to $110 million, plus any amounts funded under a new money term loan facility), by converting 100% of the outstanding amount of the $35 million post-petition debtor- in-possession financing into an equal amount of a newly issued $110 million senior secured exit term loan facility; and converting approximately $173 million in prepetition senior secured debt held by the Company's prepetition first lien lenders into the remaining exit term loan facility and 100% of the common equity of the reorganized company (subject to dilution by shares issued under a management equity plan); and eliminating all other outstanding debt. In January 2014, Standard & Poor's Ratings Services lowered Sbarro's corporate credit rating further into junk category -- to 'CCC-' from 'CCC+' -- with negative outlook; and The Wall Street Journal reported pizza chain enlisted restructuring lawyers at Kirkland & Ellis LLP and bankers at Moelis & Co. On March 5, 2014, the Debtors commenced solicitation of the Proposed Joint Prepackaged Chapter 11 Plan of Reorganization. The Plan received near unanimous support from the Debtors' prepetition secured lenders, with Holders of approximately 98% of the outstanding Prepetition Secured Lender Claims in dollar amount voting to accept the Plan. On March 26, 2014, the United States Trustee appointed an official committee of unsecured creditors, consisting of (i) Performance Food Group, Inc., (ii) PepsiCo Sales, Inc., (iii) GGP Limited Partnership, (iv) Simon Property Group, Inc., and (v) The Macerich Company. The Committee is represented by Jay R. Indyke, Esq., Cathy R. Herschopf, Esq., Seth Van Aalten, Esq., and Alex Velinsky, Esq., at Cooley LLP. Mesirow Financing Consulting, LLC serves as its financial advisors. Counsel for the Prepetition Agent and DIP Agent is Milbank, Tweed, Hadley & McCloy LLP's Evan R. Fleck, Esq. The effective date of the Joint Prepackaged Chapter 11 Plan of Reorganization of Sbarro LLC and its debtor affiliates occurred on June 2, 2014. The Plan was confirmed by Judge Martin Glenn in a May 19 order. SCRUB ISLAND: FirstBank Puerto Rico Renews Bid to End Exclusivity ----------------------------------------------------------------- FirstBank Puerto Rico, prepetition secured lender to Scrub Island Development Group Limited and Scrub Island Construction Limited, will demonstrate at a hearing later this month in Bankruptcy Court in Tampa, Florida, why the Debtors' exclusivity periods should be terminated. FirstBank on July 24 filed with the Court a request to terminate the Debtors' exclusive solicitation period as to their First Amended Joint Plan dated July 11, 2014, or alternatively, to find that the Debtors' act of filing a bankruptcy-exit plan on July 11 caused the automatic termination of exclusivity, as a matter of law. The hearing is set for Aug. 26, 2014, at 9:30 a.m. at Tampa, FL - Courtroom 8A, Sam M. Gibbons United States Courthouse, 801 N. Florida Avenue. According to FirstBank, the Debtors' July 11 Plan is based upon a "new value," Effective Date contribution of $6 million by existing shareholders -- including controlling shareholder, Joe Collier -- in exchange for a pre-determined, exclusive, 70% stake in the Reorganized Debtors -- without any open market test or competitive bidding in clear violation of Bank of America National Trust and Savings Association v. 203 North LaSalle Street Partnership, 526 U.S. 434 (1999). FirstBank said it is the largest creditor in the Debtors' cases, holding claims against the estates in excess of $120 million, and liens on substantially all of the Debtors' assets including, without limitation, the Debtors' principal asset, the Scrub Island Resort, Spa & Marina located in the British Virgin Islands. FirstBank's claims against the Debtors arise under certain loan documents entered into prior to the Petition Date. The Debtors' obligations to FirstBank are guaranteed by the Debtors' controlling shareholder and insider, Joe Collier. March 19 Plan On March 19, 2014, the Debtors filed a proposed plan and an accompanying disclosure statement. The March 19 Plan proposed that the Debtors' existing shareholders would acquire 40% of the Reorganized Debtors, in exchange for a $6 million "new value" contribution at closing, without any open market test or competitive bidding. On April 18, FirstBank filed a motion seeking termination of the exclusive solicitation period as to the March 19 Plan. That request was supplemented on June 24 and 25. FirstBank requested termination of the Debtors' Solicitation Period for "cause" pursuant to section 1121(d) of the Bankruptcy Code due to alleged lack of progress and other factors. The Initial Termination Motion asserted that the Debtors' act of filing the March 19 Plan terminated the Exclusive Solicitation Period as a matter of law -- due specifically to its proposed "new value" contribution by existing shareholders in exchange for equity in the Reorganized Debtors, without any open market test or competitive bidding, in violation of LaSalle and certain progeny. Shortly after the filing of the Initial Termination Motion, upon motion of the Committee, the Court directed the Debtors, FirstBank, and the Committee to participate in mediation, during which time the Exclusive Solicitation Period was extended on a consensual basis through June 27. On June 24, the Mediation resulted in an impasse. On June 24, the Debtors filed an emergency motion seeking an extension of the Exclusive Solicitation Period as to the March 19 Plan. Although the pendency of the Mediation afforded the Debtors two months to prepare a response to the arguments raised in the Initial Termination Motion, FirstBank said the Debtors' Extension Motion failed to address the separate legal issue of a LaSalle Termination. On June 25, the Court held a hearing on, among other things, the Initial Termination Motion and the Extension Motion. The Court denied the Initial Termination Motion, and granted the Extension Motion subject to the Debtors' filing of an amended Plan on or before July 11. July 11 Plan On July 11, the Debtors filed an amended Plan and an accompanying disclosure statement. FirstBank noted that the alleged funding of the July 11 Plan consists of a $12.5 million "loan" to SIDG by the Plan Funder, and a $6 million "contribution" to SIDG by existing shareholders, both payable on the Effective Date. According to FirstBank, "nowhere in the July 11 Plan do the Debtors disclose what their existing shareholders are to receive in return for this $6 million investment (one would expect it is not being provided for free). Nor do the Debtors provide even a form of their alleged Plan Funder Loan Agreement (which is incumbent upon the Debtors to disclose if it actually exists)." "Rather, by piecing together various references and material omissions in the July 11 Disclosure Statement, one arrives at the logical conclusion: while the Plan Funder receives 100% of the equity of Reorganized SIDG on the Effective Date on account of its $12.5 million "loan," upon the Reorganized Debtors' repayment of the $12.5 million loan to the Plan Funder, the Plan Funder will retain only 30% of this equity. The remaining 70% of this equity is to vest automatically with the Debtors' existing shareholders on account of their $6 million "contribution"," said FirstBank. FirstBank argues that in LaSalle, the Supreme Court of the United States ruled that a plan is "doomed" when it purports to vest reorganized equity with existing shareholders "without extending an opportunity to anyone else either to compete for that equity or to propose a competing reorganization plan." While LaSalle arises in the plan confirmation context, courts applying LaSalle in the exclusivity context have held that a debtor's act of filing a "new value" plan causes automatic termination of exclusivity. FirstBank contends that the Debtors' act of filing of the July 11 Plan compels the same conclusion. FirstBank also noted that in In re Situation Management Systems, Inc., which cites LaSalle, Judge Feeney held that debtor's act of filing a "new value" plan triggered termination of exclusivity under section 1121(d) of the Bankruptcy Code. In that case, the largest creditor of a chapter 11 debtor sought termination of the debtor's exclusive solicitation period because the debtor's proposed plan "provide[d] for the [d]ebtor to retain [its] assets with a minimal contribution of new value." The bank also said that in the 2011 decision of H.G. Roebuck & Son, Inc. v. Alter Communs., Inc., the Maryland District Court found the Situation Management Systems decision "instructive," concluding that "in order to satisfy the absolute priority rule and the Supreme Court's mandate in LaSalle, the Bankruptcy Court's confirmation of the [new value plan] must be reversed and this case must be remanded with instructions to terminate exclusivity and to allow competing reorganizations to be filed." In Roebuck, the debtor proposed a new value plan which "mandate[d] that [its] existing shareholders . . . must own at least 85 percent of the equity in the reorganized company"; the plan also specified the aggregate purchase price for all of the equity interests in the reorganized debtor. In so ruling, the court framed the relevant inquiry as whether "the act of filing a new value plan was sufficient cause to terminate the old equity holders' exclusive right to file a reorganization plan under the Bankruptcy Code." FirstBank is represented by: W. Keith Fendrick, Esq. HOLLAND & KNIGHT LLP 100 N. Tampa St., Suite 4100 Tampa, FL 33602 Tel: 813-227-8500 Fax: 813-229-0134 E-Mail: keith.fendrick@hklaw.com - and - Zachary H. Smith, Esq. MOORE & VAN ALLEN PLLC 100 North Tryon Street, Suite 4700 Charlotte, NC 28202-4003 Tel: 704-331-1000 Fax: 704-331-1159 E-Mail: zacharysmith@mvalaw.com About Scrub Island Scrub Island Development Group Ltd., the owner of a British Virgin Islands luxury resort, and its affiliate, Scrub Island Construction Limited, sought bankruptcy protection (Bankr. M.D. Fla. Case Nos. 13-15285 and 13-15286) on Nov. 19, 2013, to end a receivership Scrub Island claims was secretly put in place by its lender. The bankruptcy case is assigned to Judge Michael G. Williamson. The 230-acre resort operates as a Marriott Autograph Collection property. It has 52 rooms and suites, a spa and a 55-slip marina. Scrub Island Development Group scheduled $125,569,235 in total assets and $130,695,731 in total liabilities. The Debtors are represented by Charles A. Postler, Esq., and Harley E. Riedel, Esq., at Stichter, Riedel, Blain & Prosser, in Tampa, Florida. FirstBank Puerto Rico, the prepetition secured lender, is represented by W. Keith Fendrick, Esq., at Holland & Knight LLP, in Tampa, Florida. The Debtors are represented by Charles A. Postler, Esq., and Harley E. Riedel, Esq., at Stichter, Riedel, Blain & Prosser, in Tampa, Florida. FirstBank Puerto Rico, the Debtor's prepetition secured lender, is represented by W. Keith Fendrick, Esq., at Holland & Knight LLP, in Tampa, Florida. The Official Committee of Unsecured Creditors appointed in Scrub Island's cases has retained Robert B. Glenn, Esq., Edwin G. Rice, Esq., and Victoria D. Critchlow, Esq., at Glenn Rasmussen, P.A., as general counsel. SEA SHELL COLLECTIONS: Creditor Seeks Receiver Order Compliance --------------------------------------------------------------- Stabilis Master Fund III, LLC, asks the U.S. Bankruptcy Court for the Northern District of Florida, Pensa Cola Division, to excuse a receiver appointed for a property of Sea Shell Collections, LLC, from compliance with Sections 543(a),(b), and (c), because the interests of the bankruptcy estate and creditors would be better served by permitting the receiver to continue to possess, control, manage, use, lease and sell property of the bankruptcy estate. Stabilis, an undersecured holder of the first mortgage on the property located at 8000-888 Gulf Breeze Parkway, in Gulf Breeze, Florida (referred to as the "Publix Shopping Center"), filed a complaint for foreclosure against the Debtor and non-debtors Moulton Properties, Inc., Pensacola Candy Company, Mo'tel, LLC, James C. Moulton, and Robert W. Moulton, in the Circuit Court of the First Judicial Circuit in and for Escambia County, Florida, in connection with the Publix Shopping Center and two other real properties not owned by the Debtor but securing the Debtor's obligations under certain prepetition loan documents. Robert R. Bell was appointed receiver of the property. Stabilis wants the Debtor to comply with the Receiver Order. Stabilis is represented by: John H. Adams, Esq. EMMANUEL SHEPPARD & CONDON 30 South Spring Street Pensacola, FL 32502 Tel: (850) 433-6581 Fax: (850) 434-7163 Email: jha@esclaw.com Sea Shell Collections, LLC, owner of a Publix-Anchored shopping Center development located in Gulf Breeze, Florida, at the northeast corner of Highway 98 and Daniel Drive, filed a Chapter 11 bankruptcy petition (Bankr. N.D. Fla. Case No. 14-30813) on July 29, 2014. Mary Moulton signed the petition as VP of Member- Moulton Properties Inc. The Debtor estimated assets and liabilities of between $10 million to $50 million. Helmsing, Leach, Herlong, Newman & Rouse, P.C., serves as the Debtor's counsel. Judge William S. Shulman presides over the case. SOUTHWEST HOMES: Case Summary & 3 Unsecured Creditors ----------------------------------------------------- Debtor: Southwest Homes, LLC PO Box 28775 Bellingham, WA 98228 Case No.: 14-15870 Nature of Business: Single Asset Real Estate Chapter 11 Petition Date: August 4, 2014 Court: United States Bankruptcy Court Western District of Washington (Seattle) Debtor's Counsel: David E Vis, Esq. BRITAIN & VIS PLLC 805 Dupont St Ste 1 Bellingham, WA 98225-3197 Tel: 360-647-7489 Email: david@davidvis.com Total Assets: $1.39 million Total Liabilities: $1.55 million The petition was signed by Glen Whitfield, member. A list of the Debtor's three largest unsecured creditors is available for free at http://bankrupt.com/misc/wawb14-15870.pdf TRAVELPORT LLC: Moody's Puts Caa1 CFR on Review for Upgrade ------------------------------------------------------------ Moody's Investors service has placed Travelport LLC's Caa1 corporate family rating (CFR) and Caa1-PD probability of default rating (PDR) under review for upgrade. At the same time, Moody's has assigned provisional (P)B3 ratings to the proposed USD2.3 billion first-lien loan facility and USD100 million revolving credit facility (RCF) to be issued by Travelport Finance (Luxembourg) S.a.r.l. Moody's has also placed the (P)B3 ratings under review for upgrade. "Upon the successful closing of the transaction Moody's expect to move the CFR from Travelport LLC to Travelport Limited which is the top entity of the new restricted group", said Knut Slatten, Moody's Assistant Vice President and Lead Analyst for Travelport. The refinancing is expected to enhance Travelport's free cash flows as interest expenses diminish significantly. Moreover, Travelport has in recent months de-leveraged its capital structure. "As a result Moody's expect to upgrade the CFR and PDR to B3 upon transaction closing as currently presented. Moody's also expect to withdraw all existing ratings at Travelport LLC", adds Mr.Slatten. Following the refinancing, Moody's understands Travelport's capital structure will essentially consist of the USD2.3 billion first-lien loan and USD500 million of unsecured notes. Should the ultimate capital structure of Travelport be along these lines, Moody's would expect to upgrade the ratings of the USD2.3 billion first-lien facility and USD100 million RCF to B2 driven by the high amount of junior debt ranking behind it in the waterfall. Moody's issues provisional ratings in advance of the final sale of securities and these ratings reflect Moody's preliminary credit opinion regarding the transaction only. Upon conclusive review of the final documentation, Moody's will endeavor to assign a definitive rating to the first-lien loan facility. A definitive rating may differ from a provisional rating. RATINGS RATIONALE On August 1, Travelport announced it would embark upon an extensive refinancing which will see all of its existing financial debt refinanced through the issuance of USD2.3 billion of first- lien loans and USD500 million of unsecured notes. The envisaged refinancing will strengthen Travelport's credit profile as free cash flows are projected to significantly increase as the company's annual interest expenses diminish considerably. The liquidity profile will further strengthen as Travelport will have no upcoming debt-maturities in the foreseeable future. Following the refinancing, Moody's would also no longer expect the company's liquidity profile to be dented by limited headroom to financial maintenance covenants. In recent months, Travelport has taken several measures in order to de-leverage its capital structure. Among others, the company has divested its stake in Orbitz Worldwide, Inc -- an asset Travelport earlier in the year had classified as being a non-core asset -- and have already applied these funds towards debt redemption in advance of the refinancing transaction. At closing of the transaction, Moody's would expect the company's leverage -- defined as Moody's adjusted debt/EBITDA -- to remain high at around 6.5x. Moody's anticipates only limited de-leveraging to take place until the end of FY2015 as Travelport during 2015 will face headwinds following its revised distribution-agreement with Orbitz. As a result, Travelport has guided towards its 2015 EBITDA being broadly flat against 2014. Whilst not incorporated into the ratings at this stage, Moody's acknowledges, however, that Travelport Worldwide (the parent company of Travelport LLC), in the beginning of June announced it had filed a registration statement with the SEC related to a proposed initial public offering (IPO) of its common shares. A successful IPO could further contribute to de-leveraging and upward pressure on the ratings, depending on the amount raised in the offering. The (P)B3 rating assigned to the first-lien instrument reflects its preferential positioning in the waterfall. Moody's understands the first-lien loan facility to be secured upon assets and benefit from upstream guarantees from its operating subsidiaries. Following the refinancing, Moody's expects that Travelport's liquidity profile will be adequate over the next 12-18 months. Pro-forma for the transaction, Moody's understands Travelport will have unrestricted cash balances of around USD163 million and expects that Travelport will generate positive free cash flows. Further liquidity cushion is provided by access to an undrawn RCF of USD100 million. Moody's would expect the company to have ample leeway to financial maintenance covenants, which will only be tested if the RCF is drawn by 30% or more. Principal Methodologies The principal methodology used in these ratings 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. Headquartered in Atlanta, Georgia, Travelport is a leading provider of transaction processing services to the travel industry through its global distribution system (GDS) business, which includes the group's airline information technology solutions business. During FY2013, the group reported revenues and adjusted EBITDA of USD2.1 billion and USD517 million, respectively. TRAVELPORT WORLDWIDE: S&P Assigns 'CCC+' Corp. Credit Rating ------------------------------------------------------------ Standard & Poor's Ratings Services assigned its 'CCC+' long-term corporate credit rating to U.S.-based travel services provider Travelport Worldwide Ltd. (Travelport) and its new wholly owned financing entity, Travelport Finance (Luxembourg) S.a.r.l. (Travelport Finance). S&P then equalized the corporate credit rating on intermediate holding company Travelport Holdings Ltd. and its primary operating subsidiary Travelport LLC with that on Travelport, the holding company for the group. At the same time, S&P placed all abovementioned ratings on CreditWatch with positive implications. In addition, S&P assigned 'B-' issue ratings to the proposed $2.3 billion senior secured term loan and the proposed $100 million revolving credit facility (RCF) to be issued by Travelport Finance. The recovery rating on these instruments is '3', indicating S&P's expectation of meaningful (50%-70%) recovery in the event of a payment default. S&P expects to withdraw its ratings on Travelport Holdings Ltd. and Travelport LLC following the successful completion of the transaction. The CreditWatch positive placement primarily reflects Travelport's plans to refinance its capital structure in the short term, which is contingent on the company issuing of a new $2.3 billion senior secured first-lien term loan. The placement also reflects S&P's expectation that Travelport will repay its remaining debt with the proceeds of new senior unsecured debt. If the transaction closes as expected, Travelport's gross financial debt would be $2.9 billion (including capital leases). S&P forecasts that Standard & Poor's-adjusted funds from operations (FFO) to debt would improve to about 8% (from about 1.8% in 2013). Under this scenario, S&P would maintain its assessment of Travelport's financial risk profile as "highly leveraged," as S&P's criteria defines the term. "In our opinion, following the refinancing, Travelport will benefit from a simplified capital structure and improved financial flexibility. At the moment, the company's operating performance is constrained by its high debt and cash interest costs, which in our view makes the current capital structure unsustainable in the medium-to-long term. However, following the refinancing, we anticipate that cash interest costs will reduce significantly, by about $110 million-$130 million on an annual basis. We consider that this should enable sustainable, positive free cash flow generation that supports some deleveraging over the medium term. We place a significant amount of reliance on management's commitment to improving Travelport's capital structure, and our understanding that the restoration of the financial risk profile would remain a high priority against growth-oriented investments. We also believe that post-refinancing, the risk of another distressed debt exchange will be significantly lower," S&P said. "Our assessment of Travelport's business risk profile as "fair" is constrained by our view of the travel industry's seasonal and cyclical nature; the sector's competitive and consolidating nature, leading to competition on pricing; and the sector's exposure to event risks. These weaknesses are partly offset by our view of Travelport's position as a leading player in the global distribution systems (GDS) market and its strong geographical diversification compared with other GDS peers. In 2013, Travelport's GDS business held about 26% of the global shares of GDS air segments, with balanced positions across the main world travel regions of the Americas (44%), Europe (26%), the Middle East and Africa (11%), and Asia/Pacific (18%). By comparison, although Amadeus IT Holding S.A. and Sabre Holdings Corp. hold about 60% and 80%, respectively, of their GDS-processed business in Europe and America, these companies lack exposure to the growing Asia/Pacific and Middle East markets. Our assessment of Travelport's competitive position is supported by industry- average profitability measures under our base-case scenario, such as return on capital of between 8%-9%. However, Travelport's operating profitability demonstrates low volatility relative to its transportation cyclical industry peers and is a key consideration in our assessment of its "strong" competitive position," S&P noted. S&P's base-case scenario for Travelport assumes: -- A low single-digit revenue increase in 2014, followed by a marginal increase in 2015; -- A reported EBITDA margin of at least 19% in 2014-2015; -- Capital requirements of about 6%-7% of forecast revenues; -- No committed acquisitions; and -- No potential dividend payouts. Based on these assumptions S&P arrives at the following credit measures: -- A weighted-average of adjusted FFO-to-debt ratio of about 8%; and -- Adjusted debt to EBITDA of about 7x. The Creditwatch placement reflects S&P's view that, following the successful completion of the refinancing, it will likely raise its rating on Travelport by one notch to 'B-'. An upgrade to 'B-' would reflect S&P's view that the lower annual cash interest costs post-refinancing should enable sustainable, positive free cash flow generation that supports some deleveraging over the medium term. In this context, S&P would expect weighted- average FFO to debt of about 8%-9% over the next two years, which would be commensurate with a 'B-' rating. S&P's CreditWatch placement does not incorporate Travelport's plans to float an IPO within the next couple of months. While S&P would assume that the company would use a portion of IPO proceeds to repay existing debt, at this stage S&P cannot estimate the certainty of such an event or its potential effect on leverage. S&P could affirm the ratings at their current level if the refinancing does not go ahead as planned, although this is not S&P's base-case scenario. TRIPLANET PARTNERS: Sept. 5 Hearing on Roberts' Dismissal Bid ------------------------------------------------------------- In the Chapter 11 case of Triplanet Partners LLC, the Bankruptcy Court for the Southern District of New York adjourned the hearing on the motion to dismiss the Debtor's chapter 11 case or, alternatively, for relief from the automatic stay filed by Irve J. Goldman, Esq., on behalf of Benjamin Roberts. The hearing on Roberts' request will be held Sept. 5, 2014 at 10:00 a.m. in Bankruptcy Court in White Plains. As reported by the Troubled Company Reporter, prior to filing the Chapter 11 petition, the Debtor and its management team were named as defendants in a civil case filed by Roberts in Connecticut State Court. Roberts contends that the Debtor has violated the state wage statute, committed fraud, breached fiduciary duties, and converted assets of nearly $9 million. Roberts obtained a Prejudgment Attachment Order against the Debtor and its managers, and attempted to seize the Debtor's assets. The Debtor then filed its Chapter 11 Petition in an attempt to reorganize its business and pay all creditors their proportional shares of the Debtor's estate. The Debtor intends to name a Chief Restructuring Officer to act as its principle decision-maker in its reorganization efforts. Roberts has opposed the CRO appointment. While Roberts contends that this case is a two-party dispute and that he is the primary creditor, in actuality the Debtor has fifteen creditors who hold more than $32 million in claims against the Debtor. The Debtor argues that contrary to Roberts' assertions, it did not file its Chapter 11 case in bad faith, and as a means to re- litigate the state court action. The Debtor filed its petition so that it could attempt to reorganize before Roberts could marshall all of its assets. Additionally, the Debtor argues it is not improperly utilizing Chapter 11. It is, in fact, using Chapter 11 legitimately in an attempt to reorganize and pay its just debts. The Debtor points out that the burden is on Roberts to prove bad faith on the part of the Debtor, and he has failed to do so. Roberts is represented by Brendan J. O'Rourke, Esq. and Lorey Rivas Leddy, Esq. at O'Rouke & Associates LLC of New Canaan, CT and Irve J. Goldman, Esq. at Pullman & Combley LLC of Bridgeport, CT. The Debtor is represented by A. Mitchell Greene, Esq. at Robinson, Brog, Leinwand, Greene, Genovese and Gluck of New York, NY. About Triplanet Partners LLC Triplanet Partners LLC filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 14-22643) on May 8, 2014. Sophien Bennaceur signed the petition as manager. The Debtor disclosed $19,946,560 in assets and $33,663,525 in liabilities. Arnold Mitchell Greene, Esq., at Robinson Brog Leinwand Greene Genovese & Gluck, P.C., serves as the Debtor's counsel. Judge Robert D. Drain oversees the case. WR GRACE: Asbestos PI Claims Deal No Impact on Moody's Rating ------------------------------------------------------------- Moody's Investors Service has said that it views as credit positive W. R. Grace & Co. - Conn. (Grace, Ba2 stable) announcement that it reached an agreement to terminate all of its deferred payment obligations for asbestos-related personal injury claims, for a cash consideration of $632 million. Grace's asbestos-related personal injury claims are channelled through a personal injury trust established under Section 524(g) of the US Bankruptcy Court. It is this Trust that Grace has reached this most recent agreement with. Grace has said that it expects to raise long-term debt to fund the agreement, which is set to close no later than October 31, 2014. Headquartered in Maryland, US, W. R. Grace & Co. is the ultimate parent of W. R. Grace & Co.--Conn. Grace is a manufacturer of specialty chemicals and materials with operations in over 40 countries. Grace has three major reporting segments: (1) catalysts technologies (40% of 2012 revenue); (2) materials technologies (27%); and (3) construction products (33%). Approximately 72% of the company's sales are generated outside of the US. For the last twelve months ended March 2014 Grace's revenues were $3.1 billion. * Alabama Chapter 7 Lawyer Found Collecting Fees Improperly ----------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that a lawyer in Anniston, Alabama, who represents low- income consumers needing bankruptcy protection "concocted" what the judge called a "surreptitious scheme" to collect fees after his clients filed their Chapter 7 petitions. According to the report, as described in an opinion by U.S. Bankruptcy Judge James J. Robinson, lawyer LeRoy Alan Cobb had more than 200 clients sign 15 checks for $100 each, dated one month apart. The U.S. Trustee took notice of the arrangement, which went on for two years, and Judge Robinson determined that the mechanism for paying fees was "for the purpose of avoiding detection.? The case is In re Davis, 13-40938, U.S. Bankruptcy Court, Northern District of Alabama (Anniston). * U.S. Tells Big Banks to Rewrite 'Living Will' Bankruptcy Plans ---------------------------------------------------------------- Ryan Tracy, Victoria McGrane and Christina Rexrode, writing for The Wall Street Journal, reported that in a sweeping rebuke to Wall Street, U.S. regulators said 11 of the nation's biggest banks haven't demonstrated they can collapse without causing damaging economic repercussions and ordered them to try again. According to the report, the Federal Reserve and the Federal Deposit Insurance Corp. said bankruptcy plans submitted by big banks make "unrealistic or inadequately supported" assumptions and "fail to make, or even to identify, the kinds of changes in firm structure and practices that would be necessary to enhance the prospects for" an orderly failure. The findings applied to 11 banks with assets greater than $250 billion, including Bank of America Corp., Bank of New York Mellon Corp., Citigroup Inc., Goldman Sachs Group Inc., J.P. Morgan Chase & Co., Morgan Stanley, State Street Corp., and the U.S. units of Barclays PLC, Credit Suisse Group AG, Deutsche Bank AG, and UBS AG. ********* 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 ***