/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/141204.mbx T R O U B L E D C O M P A N Y R E P O R T E R Thursday, December 4, 2014, Vol. 18, No. 337 Headlines ADVANTAGE CLAIMS: Case Summary & 20 Largest Unsecured Creditors ALLENS INC: Greenberg Traurig Sued for Receiving PACA Trust Funds ALLIED IRISH: Richard Pym Appointed Non-Executive Chairman APPVION INC: S&P Revises Outlook to Negative & Affirms 'B' CCR ASPEN GROUP: Reports $1.1 Million Net Loss in Second Quarter ASR CONSTRUCTORS: Inland Wants to Sell Machinery and Equipment ATLS ACQUISITION: Court Approves CMS Settlement ATLS ACQUISITION: Sale of Assets Gets Formal Approval BALAJI HOSPITALITY: Case Summary & Unsecured Creditor BAYOU SHORES: Florida Nursing Home Plans to Repay All Creditors BRIGHT HORIZONS: Moody's Rates $150MM Incremental Loan 'B1' BRIGHT HORIZONS: S&P Affirms 'B+' CCR; Outlook Remains Positive CAESARS ENTERTAINMENT: Lenders Group Seek Receiver for Unit CENTRAL COLLEGE, IA: Moody's Withdraws Ba2 2012A&B Bonds Rating COCRYSTAL PHARMA: Completes Merger With RFS Pharma LLC COMMUNITY FIRST: FDIC Terminates Bank Consent Order COTT BEVERAGES: Moody's Assigns B3 Rating on New $615MM Sr. Bond COUTURE HOTEL: Hires Pronske Goolsby as Counsel CRGT INC: S&P Assigns 'B-' CCR & Rates $15MM Revolver 'B' DISTRICT AT MCALLEN: Involuntary Chapter 11 Case Summary DOUGLAS DYNAMICS: S&P Lowers Secured Debt Rating to 'BB-' DVORKIN HOLDINGS: Dec. 11 Hearing on Bid to Sell Assets to NARE EDENOR SA: Holdings Period of 9.4MM Treasury Shares Extended ELBIT IMAGING: Amends 10.2MM Ordinary Shares Resale Prospectus ENERGY FUTURE: Creditors' Panel Taps CRA as Energy Consultant ENERGY FUTURE: Seeks to Pay Property Taxes EYEMART EXPRESS: Moody's Assigns B1 Corporate Family Rating EYEMART EXPRESS: S&P Assigns 'B' CCR & Rates $330MM Facility 'B' FRED FULLER: Hires William Gannon as Bankruptcy Counsel FREEDOM INDUSTRIES: AIG $3MM Coverage Deal Hits Roadblock GLOBAL GEOPHYSICAL: Court Approves Deal with BNY Mellon GREAT PLAINS: Court Denies Confirmation of Fifth Amended Plan HDOS ENTERPRISES: Court Enters Final Decree Closing Case IDERA PHARMACEUTICALS: Appoints Chief Executive Officer IMPAX LABORATORIES: S&P Assigns 'BB' CCR; Outlook Stable INTEGRATED BIOPHARMA: Three Directors Elected at Annual Meeting KASPER LAND: Wins Approval to Sell Property to Old Macs KOTARIDES ENTERPRISES: Voluntary Chapter 11 Case Summary LOCATION BASED TECHNOLOGIES: Amends Code of Business Conduct LEHR CONSTRUCTION: Court Approves Settlement Agreement with RSSM LONG BEACH MEDICAL: Court OKs Polsky Advisors as Committee Advisor LONG BEACH MEDICAL: Committee Can Tap Getzler as Financial Advisor LONGVIEW POWER: Trial Over Insurance Dispute to Begin Jan. 20 MASON COPPELL: Liquidating Plan Approved MOTORS LIQUIDATION: Wilmington Trust Files 2015 Wind Down Budget NAARTJIE CUSTOM: South African Stores Go to Truworths for $2.7MM NET TALK.COM: Three Directors Removed From Board NII HOLDINGS: Has Deal With Noteholders for Debt-Equity Plan NII HOLDINGS: Seeks Approval of Key Employee Incentive Plan NUVILEX INC: Enters Into Licensing Agreement With Austrianova O'REILLY & COLLINS: Boss Liable for $4.4MM Owed to Attorney OCEANIA CRUISES: Moody's Withdraws B2 Corporate Family Rating OVERLAND STORAGE: Closes Merger With Sphere 3D PARADISE REDEVELOPMENT: S&P Raises TABs Rating From 'BB+' PHOENIX COLLEGIATE: S&P Revises Ratings Outlook to Positive PHOENIX PAYMENT: Seeks Until March 2015 to File Plan POINT BLANK: Investors Reach $37MM Deal to Fund Ch. 11 Plan PRESIDIO INC: S&P Puts 'B+' CCR on CreditWatch Negative PRIME TIME INT'L: Proposes $3.6MM DIP Financing From Buyer QUIZNOS: Chancery Won't Nix Ex-Execs' Indemnification Claims REICHHOLD HOLDINGS: Creditors Take Aim at $106MM DIP, Sale Plans REDDY ICE: Moody's Lowers Corporate Family Rating to Caa1 REGIONALCARE HOSPITAL: Moody's Affirms Caa1 Corp. Family Rating RESEARCH SOLUTIONS: To Issue 2 Million Shares Under Equity Plan REVEL AC: Wants Exclusive Solicitation Pd. Extended Thru March 16 ROSEVILLE SENIOR: CapitalSource Objects to Hiring of Consultant RP CROWN: Moody's Affirms B3 Corp. Family Rating; Outlook Neg. SAGE PRODUCTS: Moody's Affirms B2 Corporate Family Rating SAGE PRODUCTS: S&P Cuts Rating on 1st Lien Debt Rating to B SCRUB ISLAND: FirstBank PR Opposes Bid to Disallow No Vote SENECA GAMING: S&P Withdraws 'BB' Issuer Credit Rating SHOTWELL LANDFILL: Wants Adequate Protection Payments to LSCG SKYLINE MANOR: Menomonee Health Buys Retirement Home for $13MM SPENDSMART NETWORKS: Files Financial Statements of TechXpress TENNECO INC: Moody's Rates New $225MM Sr. Unsecured Notes 'Ba3' TENNECO INC: S&P Assigns 'BB' Rating on $225MM Notes Due 2024 TEXOMA PEANUT: Court Approves Dec. 15 Auction for Assets TEXOMA PEANUT: Hires Lakeshore Food as Sale Advisor THELEN LLP: Partners at Failing Firms Could Be Working for Free TRAVELPORT WORLDWIDE: Appoints Chief Information Officer VARIANT HOLDING: Has Until April 27 to File Plan VILLAGE HOTEL: Lake Las Vegas Ex-Owners Settle Suit for $115MM VINE OIL: Moody's Assigns B3 CFR & Rates New $350MM Loan Caa2 VINE OIL: S&P Assigns 'B' CCR & Rates $500MM 1st Lien Loan 'B' WAFERGEN BIO-SYSTEMS: To Issue 900,000 Shares Under 2008 Plan WESTMORELAND COAL: Reports Early Results of Tender Offer WESTMORELAND COAL: S&P Rates Secured Notes Due 2021 'B' * Recent Small-Dollar & Individual Chapter 11 Filings ********* ADVANTAGE CLAIMS: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Advantage Claims Recovery Group, Inc. 4300 Beltway Drive Addison, TX 75001 Case No.: 14-35846 Chapter 11 Petition Date: December 2, 2014 Court: United States Bankruptcy Court Northern District of Texas (Dallas) Judge: Hon. Stacey G. Jernigan Debtor's Counsel: Robert Thomas DeMarco, Esq. DEMARCO-MITCHELL, PLLC 1255 W. 15th St., Ste 805 Plano, TX 75075 Tel: (972) 578-1400 Fax: (972) 346-6791 E-mail: robert@demarcomitchell.com Total Assets: $73,055 Total Liabilities: $1.34 million The petition was signed by Richard Davis, president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/txnb14-35846.pdf ALLENS INC: Greenberg Traurig Sued for Receiving PACA Trust Funds ----------------------------------------------------------------- Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that R. Ray Fulmer, the Chapter 7 trustee for Allens Inc., sued Greenberg Traurig LLP alleging that the law firm, which represented the vegetable processor before and during its Chapter 11 restructuring, knew the company was insolvent and must give back the $1.4 million in fees it received before the bankruptcy because that money should have been held in trust under the federal Perishable Agricultural Commodities Act, or PACA. According to the report, the Chapter 7 trustee said $24.9 million remains unpaid to suppliers who provided fresh produce before bankruptcy. About Allens Inc. Siloam Springs, Arkansas-based Allens, Inc., a maker of canned and frozen vegetables in business since 1926, filed for bankruptcy (Bankr. W.D. Ark. Case No. 13-73597) on Oct. 28, 2013, seeking to sell some divisions or reorganize as a new company. Its affiliate, All Veg Inc., also sought bankruptcy protection. Bankruptcy Judge Ben T. Barry presides over the cases. The Debtors are represented by Stan D. Smith, Esq., Lance R. Miller, Esq., and Chris A. McNulty, Esq., at Mitchell, Williams, Selig, Gates & Woodyard, P.L.L.C., in Little Rock, Arkansas; and Nancy A. Mitchell, Esq., Maria J. DiConza, Esq., and Matthew L. Hinker, Esq., at Greenberg Traurig, LLP, in New York. Jonathan Hickman of Alvarez & Marsal North America, LLC, serves as the Debtors' chief restructuring officer. Cary Daniel, Nick Campbell and Markus Lahrkamp of A&M serve as assistant CROs. Lazard Freres & Co. LLC and Lazard Middle Market LLC serve as investment bankers, while GA Keen Realty Advisors, LLC, serves as real estate advisor to the Debtors. Allens Inc. scheduled $294,465,233 in total assets and $287,945,167 in total liabilities. The Official Committee of Unsecured Creditors tapped Eichenbaum Liles P.A.'s Martha Jett McAlister, Esq.; and Cooley LLP's Cathy Hershcopf, Esq., Jeffrey L. Cohen, Esq., Seth Van Aalton, Esq., and Robert B. Winning, Esq., as counsel. On Feb. 12, 2014, the Court entered the order (i) authorizing and approving the sale of substantially all of the assets of the Allens Inc. to Sager Creek Acquisition Corp. -- which is owned by investment funds controlled or advised by Sankaty Advisors LLC and GB Credit Partners LLC -- free and clear of all liens, claims, encumbrances, and interests; and (ii) approving the assumption and assignment of certain of the Debtor's executory contracts and unexpired leases. The sale closed Feb. 28. The Associated Press said the assets will be sold to Sager Creek for $124.78 million. Katy Stech, writing for Daily Bankruptcy Review, reported that the investment vehicle won the bidding with a $160 million offer, topping stalking horse bidder Seneca Foods Corp. at a bankruptcy auction. Seneca Foods signed an agreement to purchase the Debtors' assets for $148 million plus assumption of specified debt. Counsel to the stalking horse purchaser is Tim C. Loftis, Esq., at Jaeckle, Fleishmann & Mugel, LLP, in Buffalo, New York. Local counsel to the stalking horse purchaser is Charles T. Coleman, Esq., at Wright, Lindsey & Jennings, LLP, in Little Rock, Arkansas. The Troubled Company Reporter, on June 9, 2014, reported that the Court issued an order converting Allens' (nka Veg Liquidation) Chapter 11 reorganization case to Chapter 7 liquidation status, following the Company's request for conversion. Allen changed its name to Veg Liquidation Inc. after the sale of its assets. ALLIED IRISH: Richard Pym Appointed Non-Executive Chairman ---------------------------------------------------------- Allied Irish Banks, p.l.c., announced that Richard Pym will succeed Mr. David Hodgkinson as non-executive Chairman with effect from Dec. 1, 2014. David will remain on the Board as a Non- Executive Director until Dec. 18, 2014. Chief Executive David Duffy paid tribute to David Hodgkinson for his work over the last four years, stating, "David deserves immense credit for his determination in helping AIB to recover and stabilise. He joined the bank as Chairman during a period of extreme crisis and has led the company through a turbulent and difficult time. I have worked closely with him since I joined AIB in December 2011 and deeply appreciate his support since then. AIB welcomes Richard as Chairman and we look forward to working together as we continue to build for the future." About Allied Irish Banks Allied Irish Banks, p.l.c. -- http://www.aibgroup.com/-- is a major commercial bank based in Ireland. It has an extensive branch network across the country, a head office in Dublin and a capital markets operation based in the International Financial Services Centre in Dublin. AIB also has retail and corporate businesses in the UK, offices in Europe and a subsidiary company in the Isle of Man and Jersey (Channel Islands). Since the onset of the global and Irish financial crisis, AIB's relationship with the Irish Government has changed significantly. As at Dec. 31, 2010, the Government, through the National Pension Reserve Fund Commission ("NPRFC"), held 49.9% of the ordinary shares of the Company (the share of the voting rights at shareholders' general meetings), 10,489,899,564 convertible non- voting ("CNV") shares and 3.5 billion 2009 Preference Shares. On April 8, 2011, the NPRFC converted the total outstanding amount of CNV shares into 10,489,899,564 ordinary shares of AIB, thereby increasing its holding to 92.8% of the ordinary share capital. In addition to its shareholders' interests, the Government's relationship with AIB is reflected through formal and informal oversight by the Minister and the Department of Finance and the Central Bank of Ireland, representation on the Board of Directors (three non-executive directors are Government nominees), participation in NAMA, and otherwise. Allied Irish reported a loss of EUR1.59 billion on EUR1.34 billion of net interest income for the year ended Dec. 31, 2013, as compared with a loss of EUR3.55 billion on EUR1.10 billion of net interest income in 2012. Allied Irish incurred a net loss of $2.32 billion in 2011. At Dec. 31, 2013, the Company had EUR117.73 billion in total assets, EUR107.24 billion in total liabilities and EUR10.49 billion in total shareholders' equity. APPVION INC: S&P Revises Outlook to Negative & Affirms 'B' CCR -------------------------------------------------------------- Standard & Poor's Ratings Services said it revised its rating outlook on Appvion Inc. to negative from stable. S&P also affirmed the 'B' corporate credit rating on the company. The outlook revision to negative from stable reflects weak third quarter 2014 performance relative to S&P's expectations, largely driven by competitive pressures in the thermal paper market. In addition, average pricing on carbonless paper declined from the addition of new products, and operating expenses were higher than expected due to the complexity of the process to convert to a new base paper. "The negative outlook reflects the potential for performance to fall short of our base case expectations, resulting in increasing cash shortfalls and deteriorating liquidity," said Standard & Poor's credit analyst Cheryl Richer. S&P would likely lower its ratings on Appvion within the next few quarters if it is not on track to meet S&P's base case expectations for 2015. This could result from volume and pricing declines, as well as protracted operational difficulties. Given the covenant lite nature of its bank facility, S&P do not expect constrained liquidity to be the trigger for a downgrade within the next year. S&P would revise the outlook to stable if revenue and margin improvement over the next several quarters is on track to meet 2015 base case expectations. Specifically, S&P would need to see debt leverage declining toward 6.5x. ASPEN GROUP: Reports $1.1 Million Net Loss in Second Quarter ------------------------------------------------------------ Aspen Group, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $1.13 million on $1.21 million of revenues for the three months ended Oct. 31, 2014, compared to a net loss of $1.36 million on $914,132 of revenues for the same period a year ago. For the six months ended Oct. 31, 2014, the Company reported a net loss of $1.99 million on $2.38 million of revenues compared to a net loss of $2.50 million on $1.81 million of revenues for the same period in 2013. As of Oct. 31, 2014, the Company had $5.36 million in total assets, $3.49 million in total liabilities and $1.87 million in total stockholders' equity. As of Nov. 28, 2014, the Company had a cash balance of $3 million. A full-text copy of the Form 10-Q is available for free at: http://is.gd/es3iZw About Aspen Group Denver, Colo.-based Aspen Group, Inc., was founded in Colorado in 1987 as the International School of Information Management. On Sept. 30, 2004, it was acquired by Higher Education Management Group, Inc., and changed its name to Aspen University Inc. On May 13, 2011, the Company formed in Colorado a subsidiary, Aspen University Marketing, LLC, which is currently inactive. On March 13, 2012, the Company was recapitalized in a reverse merger. Aspen's mission is to become an institution of choice for adult learners by offering cost-effective, comprehensive, and relevant online education. Approximately 88 percent of the Company's degree-seeking students (as of June 30, 2012) were enrolled in graduate degree programs (Master or Doctorate degree program). Since 1993, the Company has been nationally accredited by the Distance Education and Training Council, a national accrediting agency recognized by the U.S. Department of Education. Aspen Group incurred a net loss of $5.35 million for the year ended April 30, 2014. The Company also reported a net loss of $1.40 million for the four months ended April 30, 2013. The Company reported a net loss of $6 million in 2012 as compared with a net loss of $2.13 million in 2011. ASR CONSTRUCTORS: Inland Wants to Sell Machinery and Equipment -------------------------------------------------------------- Debtor Inland Machinery, Inc., asks the Bankruptcy Court for authorization to: (1) conduct a public auction sale of assets of the estate (machinery and equipment) pursuant to Bankruptcy Code Section 363(b) and (f); (2) employ auctioneer and pay compensation to the auctioneer. According to the Debtor the assets are no longer needed in the operation of the Inland's machinery and equipment rental business. The auction sale is scheduled for Dec. 11, 2014, at the business premises of Ritchie Bros. Auctioneers (America) Inc. The Debtor is advised that its largest secured lienholders, Federal Insurance Company and Berkley Regional Insurance Company, have no objection to the proposed auction sale. According to the Debtor, before payment of the auctioneer's fees and expenses, the gross proceeds of the auction sale are estimated to be $126,500. However, the auction will be unreserved such that there are no minimum bids or reserve prices set on the items in the auction. As Inland is winding down its affairs, Inland may determine there will be additional items to be included in the auction sale. As such, Inland requests authority to include any additional items in the current auction that Inland determines prior to the auction date are items no longer be necessary for Inland's business operations. A copy of the terms of the sale is available for free at: http://bankrupt.com/misc/ASRConstructors_387_motionsale.pdf The Debtors are represented by: James C. Bastian, Jr., Esq. Ryan D. O'Dea, Esq. SHULMAN HODGES & BASTIAN LLP 8105 Irvine Center Drive, Suite 600 Irvine, CA 92618 Tel: (949) 340-3400 Fax: (949) 340-3000 E-mail: jbastian@shbllp.com rodea@shbllp.com About ASR Constructors ASR Constructors, Inc., filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 13-25794) on Sept. 20, 2013. The petition was signed by Alan Regotti as president. ASR disclosed $17,647,556 in assets and $18,901,467 in liabilities as of the Chapter 11 filing. Judge Mark D. Houle presides over the case. James C. Bastian, Jr., Esq., at Shulman Hodges & Bastian, LLP, serves as the Debtor's counsel. The Law Office of John D. Mannerino serves as corporate counsel to the Debtor. Rodgers, Anderson, Malody & Scott LLP CPAs serves as accountant to the Debtor. Two affiliates -- Another Meridian Company, LLC and Inland Machinery, Inc. -- also filed Chapter 11 petitions. ATLS ACQUISITION: Court Approves CMS Settlement ----------------------------------------------- The Bankruptcy Court approved a settlement agreement that resolves the Centers for Medicare & Medicaid Services' claims against debtor Liberty Medical Supply, Inc. related to alleged overpayments made by CMS to LMS in 2008, 2009 and 2010 and certain other issues. As reported in the TCR on Nov. 11, 2014, the parties said that the proposed settlement agreement achieves all of the principal objectives of the Debtors' negotiations with CMS in the event that LMS purposes a plan of reorganization or LMS sells substantially all of its assets to a buyer that accepts assignment of the enrollment agreements -- first, it results in a substantial reduction of the claims asserted against the Debtors' bankruptcy estates, and second, it will greatly assist in maximizing the value of the Debtors' assets by allowing a buyer in a going concern sale to take an assignment of LMS's enrollment agreements. The stalking horse purchaser for the Debtors' assets, Liberty Medical Operations, Inc., has not yet agreed to all of the terms in the settlement agreement. In the event that CMS, the U.S. Department of Justice, and the Debtors agree to any further changes sought by the stalking horse purchaser, the debtors will promptly file an amended settlement agreement with the Court. The settlement agreement provides that in full satisfaction of the extrapolated claim, (a) CMS will retain the prepetition recovery and frozen amounts (together, approximately $14.8 million), and (b) reorganized LMS or the buyer of LMS's assets will pay an addition $17 million to CMS. On the occurrence of the settlement effective date, the United States of America, and the CMS unconditionally and irrevocably waive, release and forever discharge LMS from: (a) the extrapolated claim; and (b) any claims or obligations arising out of or related to the conduct giving rise to the extrapolated claim. Upon the occurrence of the settlement effective date, LMS (or, in the case of a going concern sale, buyer) unconditionally and irrevocably waives, releases and forever discharges CMS from any liability arising out of LMS's payment of the Prepetition Recovery to CMS. 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. * * * As previously reported by The Troubled Company Reporter, ATLS Acquisition, LLC, et al., filed with the U.S. Bankruptcy Court for the District of Delaware a joint plan of reorganization and an accompanying disclosure statement, which propose to fund a liquidating trust with proceeds from the sale of the Debtors' assets. A full-text copy of the Disclosure Statement dated Aug. 15, 2014, is available at http://is.gd/aLMnQP ATLS ACQUISITION: Sale of Assets Gets Formal Approval ----------------------------------------------------- The Bankruptcy Court authorized ATLS Acquisition, LLC, et al., to sell substantially all their assets to Liberty Medical, LLC, an entity formed by an investment group led by private equity firm Palm Beach Capital. At the auction of assets, the Debtors, after consultation with the Committee, identified the bid as highest and best bid for the assets. The Court also overruled objections filed against the sale motion. Liberty Medical Operations agreed to serve as stalking horse bidder, with a deal to buy the assets for $13 million cash and assumed liabilities of $33.5 million, unless outbid at the auction. The auction boosted the purchase price by more than $20 million. 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. * * * As previously reported by The Troubled Company Reporter, ATLS Acquisition, LLC, et al., filed with the U.S. Bankruptcy Court for the District of Delaware a joint plan of reorganization and an accompanying disclosure statement, which propose to fund a liquidating trust with proceeds from the sale of the Debtors' assets. A full-text copy of the Disclosure Statement dated Aug. 15, 2014, is available at http://is.gd/aLMnQP BALAJI HOSPITALITY: Case Summary & Unsecured Creditor ----------------------------------------------------- Debtor: Balaji Hospitality, LLC 4498 Business Route-220 Bedford, PA 15522 Case No.: 14-70847 Nature of Business: Single Asset Real Estate Chapter 11 Petition Date: December 2, 2014 Court: United States Bankruptcy Court Western District of Pennsylvania (Johnstown) Judge: Hon. Jeffery A. Deller Debtor's Counsel: Kevin J. Petak, Esq. SPENCE CUSTER SAYLOR WOLFE & ROSE, LLC P.O. Box 280 Johnstown, PA 15907-0280 Tel: 814-536-0735 Fax: 814-539-1423 E-mail: kpetak@spencecuster.com - and - James R. Walsh, Esq., SPENCE CUSTER SAYLOR WOLFE & ROSE, LLC 400 U.S. Bank Building P.O. Box 280 Johnstown, PA 15907 Tel: 814-536-0735 Fax: 814-539-1423 E-mail: jwalsh@spencecuster.com Total Assets: $819,330 Total Liabilities: $1.73 million The petition was signed by Jay Patel, managing member. The Debtor listed S and S Accounting and Tax Service, Inc., as its largest unsecured creditor holding a claim of $3,000. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/pawb14-70847.pdf BAYOU SHORES: Florida Nursing Home Plans to Repay All Creditors --------------------------------------------------------------- Katy Stech, writing for Daily Bankruptcy Review, reported that the Rehabilitation Center of St. Petersburg nursing home in Florida, which filed for bankruptcy earlier this year, can afford to repay all of its debts but still hasn't negotiated a deal with Medicaid regulators who have threatened to stop paying for low-income patients to stay at the facility. As previously reported by The Troubled Company Reporter, citing Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, the Florida bankruptcy judge presiding over the Bayou Shores SNF LLC Chapter 11 case barred regulators from using their powers to shut down Rehabilitation Center of St. Petersburg that allegedly didn't comply with operating standards. The judge compelled regulators to continue the nursing home to obtain reimbursement from Medicare and Medicaid despite the regulators' insistence that the nursing facility had "serious" health and safety problems. About Bayou Shores Bayou Shores SNF LLC, c/o Rehabilitation Center of St. Petersburg, filed for Chapter 11 bankruptcy (Bankr. M.D. Fla. Case No. 14- 09521) on Aug. 15, 2014, in Tampa. Elizabeth A Green, Esq., at Baker & Hostetler LLP, serves as the Debtor's counsel. In its petition, the Debtor estimated assets and liabilities of $1 million to $10 million. The petition was signed by Tzvi Bogomilsky, managing member. BRIGHT HORIZONS: Moody's Rates $150MM Incremental Loan 'B1' ----------------------------------------------------------- Moody's Investors Service assigned a B1 rating to Bright Horizons Family Solutions LLC's proposed $150 million incremental first lien term loan facility due 2020. In the same rating action, Moody's affirmed the company's B1 Corporate Family Rating (CFR), B2-PD Probability of Default Rating, B1 rating on the existing $776 million first lien senior secured term loan, and SGL-2 speculative grade liquidity rating. The rating outlook is stable. The proceeds from the incremental term loan are expected to be used by the company for general corporate purposes, acquisitions and share repurchases. The add-on term loan is expected to have substantially the same terms as the existing term loan, including the maturity in 2020. The transaction results in Bright Horizons' Moody's-adjusted pro forma debt-to-EBITDA leverage rising to 4.8x from 4.3x at September 30, 2014. The rating affirmations reflect the company's consistent revenue and operating income growth driven by tuition increases, slowly improving mature center enrollments, and contribution from new centers. The affirmation also reflects Bright Horizons' ability to de-lever as recently demonstrated during the post IPO period, and Moody's expectation that the company will maintain a disciplined approach to potential acquisitions and share repurchases such that earnings growth reduces debt-to-EBITDA leverage towards 4.0x over the next 12 to 18 months. Moody's took the following rating actions on Bright Horizons Family Solutions LLC: Proposed $150 million add-on first lien senior secured term loan due 2020, assigned B1, LGD3; $776 million first lien senior secured term loan B due 2020, affirmed at B1, LGD3; $100 million first lien senior secured revolving credit facility due 2018, affirmed at B1, LGD3; Corporate Family Rating, affirmed at B1; Probability of Default Rating, affirmed at B2-PD; Speculative Grade Liquidity Rating, affirmed at SGL-2; The rating outlook is stable. Rating Rationale The B1 CFR reflects the company's moderate pro forma debt-to- EBITDA leverage of 4.8x and healthy pro forma EBITDA less capex to interest coverage of 2.7x (inclusive of Moody's standard adjustments), the company's demonstrated ability to de-lever, and Moody's expectations that favorable operating trends and EBITDA growth will contribute to leverage reduction and credit metrics improvement over the next 12 to 18 months. The rating reflects Moody's expectation that the company will continue to organically grow its revenues and earnings as a result of new center openings, tuition increases, growth in ancillary revenues, and slowly improving enrollments in mature centers. The rating is also supported by Bright Horizons' solid market position in the employer-sponsored child-care space, its successful execution of new center openings in recent years, good diversification by customer and industry verticals, and relatively long-term contractual arrangements. Notwithstanding these positives, the rating also incorporates material business risks, including a high capex expansion strategy, ongoing acquisition activity that can consume free cash flow and the associated integration risks, and relatively slow growth in mature center enrollments due to persistence of high unemployment rates compared to historical levels. Additionally, event risks include the potential introduction of a recurring quarterly dividend since the company is now publicly traded, and potential for buybacks under the company's stock repurchase program that was established in 2014, or leveraged transactions to facilitate the exit of 51.5% owner Bain Capital Partners, LLC. Increased flexibility under the restricted payment provision in the credit agreement, as per the recent amendment, also provides additional capacity for shareholder distributions. The SGL-2 speculative grade liquidity rating reflects Bright Horizons' good liquidity profile supported by Moody's expectation of continued favorable earnings trends translating into healthy free cash flow generation of $90 to $100 million per year, a pro forma cash balance of about $240 million, full availability under its $100 million revolving credit facility at September 30, 2014, as well as the flexibility under the springing net leverage financial covenant in the credit agreement. Potential uses of free cash flow and/or revolving credit facility for funding of acquisitions, given the company's acquisitive nature, somewhat constrain its liquidity. The stable rating outlook reflects Moody's expectation that Bright Horizons will sustain its positive enrollment trends and continue to successfully execute on its child-care center expansion strategy, while maintaining a disciplined approach to acquisitions and share repurchases. The ratings could be upgraded if the company sustains solid levels of organic growth and improves earnings generation allowing debt- to-EBITDA to decline and be sustained below 4.0x, EBITDA less capex to interest coverage to exceed 3.0x, and free cash flow to debt to improve above 10%. Additionally, the company would need to demonstrate a conservative posture with respect to acquisitions and shareholder-friendly actions. The ratings could be downgraded if earnings were to weaken such that adjusted debt-to-EBITDA increases and is sustained above 5.0x or EBITDA less capex to interest declines below 2.0x. A material debt financed acquisition, a dividend distribution, aggressive share repurchase activity, or liquidity deterioration, could also pressure the ratings. The principal methodology used in these ratings was Global Business & Consumer Service Industry Rating Methodology published in October 2010. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Bright Horizons Family Solutions LLC, based in Watertown, Massachusetts, is a leading provider of employer-based child care and related services, including summer camps, vacation care, elementary school education, college preparation and admissions counseling, back-up dependent care and other family support services. As of September 30, 2014, the company operated 876 child care and early education centers for more than 900 clients with the capacity to serve approximately 99,000 children in 42 states, the District of Columbia, the United Kingdom, Puerto Rico, Canada, Ireland, India, and the Netherlands. In the LTM period ending September 30, 2014, the company generated approximately $1.3 billion in revenues. BRIGHT HORIZONS: S&P Affirms 'B+' CCR; Outlook Remains Positive --------------------------------------------------------------- Standard & Poor's Ratings Services affirmed its 'B+' corporate credit rating on Watertown, Mass.-based childcare center operator Bright Horizons Family Solutions LLC. The outlook remains positive. At the same time, S&P affirmed its 'BB-' issue-level rating on Bright Horizon's senior secured credit facilities. The '2' recovery rating remains unchanged, indicating S&P's expectation for substantial recovery (70%-90%; low end of the range) for lenders in the event of a payment default. The company will use proceeds from the incremental term loan to fund its share repurchase program and for general corporate purposes. Pro forma for the transaction, Bright Horizons will have about $925 million of outstanding debt. The corporate credit rating on Bright Horizons reflects S&P's assessment of the company's business risk profile as "fair" and its financial risk profile as "aggressive." S&P's business risk profile assessment reflects the company's niche market position in employer-sponsored childcare centers, the capacity utilization rates' sensitivity to high unemployment, and the highly competitive and fragmented child care business. "The positive outlook reflects our expectation that revenue and EBITDA will grow at a high-single-digit and low-double-digit percentage rate, respectively, in 2015," said Standard & Poor's credit analyst Jawad Hussain. "We would consider a one-notch upgrade to 'BB-' if we believe the company will be able to exceed these growth expectations, increase its scale while preserving its above-average EBITDA margin, generate meaningful discretionary cash flow, and reduce and maintain lease adjusted leverage closer to 4.0x on a sustained basis." S&P could revise the outlook to stable if the company pursues a more aggressive share repurchase program or a sizeable debt- financed acquisition, resulting in lease adjusted leverage remaining in the mid- to high-4x area. Additionally, a one-notch downgrade to 'B' could occur if shareholder-favoring actions result in a lease-adjusted leverage increase that S&P believes would keep leverage above 5x on a sustained basis. CAESARS ENTERTAINMENT: Lenders Group Seek Receiver for Unit ----------------------------------------------------------- UMB Bank, solely in its capacity as Indenture Trustee under an indenture, dated as of Feb. 14, 2012, governing Caesars Entertainment Operating Company, Inc.'s 8.5% Senior Secured Notes due 2020, and derivatively on behalf of CEOC, filed a lawsuit on Nov. 25, 2014, in the Court of Chancery in the State of Delaware against Caesars Acquisition Company and its affiliates and officers. The lawsuit alleges claims for actual and constructive fraudulent conveyance and transfer, insider preferences, illegal dividends, declaratory relief, breach of contract, intentional interference with contractual relations, breach of fiduciary duty, aiding and abetting breach of fiduciary duty, usurpation of corporate opportunities, and unjust enrichment. The lawsuit seeks, among other things, imposition of a receiver for CEOC and avoidance and/or rescission of certain transfers and the release of CEC's guarantee of the 8.5% Senior Secured Notes. The lawsuit has been assigned to the same vice chancellor handling the Aug. 4, 2014, lawsuit by junior creditors. The Plaintiff has moved to expedite its claim seeking imposition of a receiver. No schedule has been set for the motion to expedite or otherwise in the lawsuit. CEC believes this lawsuit is without merit and will defend itself vigorously. About Caesars Entertainment Caesars Entertainment Corp., formerly Harrah's Entertainment Inc. -- http://www.caesars.com/-- is one of the world's largest casino companies. 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 in 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 Sept. 30, 2014, showed $24.5 billion in total assets, $28.20 billion in total liabilities and a $3.71 billion total deficit. * * * 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. As reported by the TCR on May 1, 2014, Fitch Ratings had downgraded the Issuer Default Ratings (IDRs) of Caesars Entertainment Corp (CEC) and Caesars Entertainment Operating Company (CEOC) to 'CC' from 'CCC'. In May 2014, Moody's Investors Service affirmed the Caa3 corporate family rating and Caa3-PD probability of default ratings. The negative rating outlook reflects Moody's view that CEOC will pursue a debt restructuring in the next year. Ratings could be lowered if CEOC does not take steps to address it unsustainable capital structure. Ratings improvement is not expected unless there is a significant reduction in CEOC's $18 billion debt load. CENTRAL COLLEGE, IA: Moody's Withdraws Ba2 2012A&B Bonds Rating --------------------------------------------------------------- Moody's Investors Service withdraws the Ba2 ratings on Central College's Series 2012A and 2012B Revenue Refunding Bonds for business reasons. The college will have no outstanding rated debt. Moody's has withdrawn the ratings for its own business reasons. COCRYSTAL PHARMA: Completes Merger With RFS Pharma LLC ------------------------------------------------------ Cocrystal Pharma, Inc., previously closed its merger with RFS Pharma, LLC, on Nov. 25, 2014. Pursuant to the Merger Agreement, the Company issued 100% of the outstanding capital stock of the Company to Cocrystal's stockholders in exchange for 100% of the outstanding capital stock of Cocrystal. As a result of the Merger, the Company succeeded Cocrystal as the publicly-traded company and reporting entity with the Securities and Exchange Commission. Subsequent to the Merger, Cocrystal changed its name to Cocrystal Merger Sub, Inc., and the Company changed its name to Cocrystal Pharma, Inc. The Series A Preferred Stock In connection with the Merger, the Company issued to RFS Pharma's members 1,000,000 shares of Series A. The Series A shares automatically convert into shares of the Company's common stock at an initial rate of 340.760802 shares for each share of Series A outstanding at such time that the Company has taken action to obtain sufficient authorized capital to convert all outstanding shares of Series A and all outstanding shares of the Company's Series B Convertible Preferred Stock. If the Company has not effected the Capital Increase by July 1, 2015, the amount of common stock into which the Series A is convertible will increase by 3% of the initial rate, and will continue to increase by an additional 1% of the rate in effect as of the July 1, 2015, adjustment on the first day of each subsequent month until the Company effects the Capital Increase. Stockholder Rights Agreement Pursuant to the Merger Agreement, the Company, Cocrystal, RFS Pharma, and certain of their respective security holders entered a Stockholder Rights Agreement under which the security holders agreed to abide by certain transfer restrictions with respect to their shares of the Company capital stock, to elect certain designees of Cocrystal and RFS Pharma to the Company Board of Directors, and to certain rights and obligations in the event of a subsequent financing by the Company. The security holders also agreed to vote in favor of corporate action to effect the Capital Increase. In addition, the Company and the security holders agreed that the Company will not take action to amend its Certificate of Incorporation or Bylaws or take any corporate action adversely affecting holders of the Series A or Series B without the approval of the holders of a majority of the Series A or Series B shares, as applicable. Equity Incentive Plan In connection with the Merger, the Company assumed from Cocrystal the Cocrystal Discovery, Inc. 2007 Equity Incentive Plan and all of the outstanding equity awards outstanding under the Plan. In addition, the Company assumed certain outstanding options to purchase RFS Pharma securities, and those options were converted into the right to purchase a total of 16,542,538 shares of the Company's common stock. As a result of the foregoing, a total of 19,600,102 options are presently outstanding. The RFS Pharma options assumed in connection with the Merger were granted between January 2008 and July 2013, expire 10 years from the date of original grant, have vesting terms ranging from three to five years from the date of original grant, and have exercise prices of between $.05 and approximately $.15 per share of the Company's common stock. Changes to the Board of Directors In connection with the Merger, the Company appointed Dr. David S. Block, Dr. Phillip Frost, Dr. Jane Hsiao, Mr. Jeffrey Meckler, Mr. Steven Rubin, Dr. Raymond Schinazi, and Dr. Gary Wilcox to its Board of Directors. Drs. Schinazi and Wilcox serve as Co-Chairmen of the Company. Dr. Schinazi also serves on the Company's Compensation Committee. As previously disclosed in the Company's Current Report on Form 8-K filed with the SEC on Nov. 28, 2014, Dr. Roger Kornberg and Dr. Sam Lee, directors of Cocrystal, resigned effective Nov. 22, 2014. Following the Merger, the Company Board of Directors is set at seven directors. Drs. Frost, Hsiao and Wilcox and Mr. Rubin previously served as directors of Cocrystal. David S. Block Dr. Block, 55, has served since 2007 as president and chief executive officer of Gliknik Inc., a biopharmaceutical company which he founded to create new therapies for people living with cancer and immune disorders. From 1990 through its successful sale in 2002, Dr. Block held a number of commercial positions at DuPont Merck and DuPont Pharmaceuticals, ultimately as EVP of International Operations. He was subsequently COO of Celera Genomics and CEO of venture-funded Ruxton Pharmaceuticals prior to founding Gliknik. Dr. Block has been an active HIV physician at Johns Hopkins since 1992. Jeffrey Meckler Mr. Meckler, 48, is the managing director of The Andra Group, a life sciences consulting firm, a position he has held since 2009. Since 2012, he has served on the Board of Directors for QLT, Inc., an ultra-orphan ophthalmic biotechnology company and since 2014, he has also served on the Board of Directors of Retrophin, Inc., also an orphan biopharmaceutical company focused on the treatment of catastrophic diseases. Previously, from 2011 to 2012, Mr. Meckler acted as a Director and Interim CEO of Cypress Bioscience Inc. after its acquisition by Royalty Pharma. He also served as a Director of ClearFarma USA from 2010 to 2012, Kyalin Bioscience from 2011 to 2012 and Alveolus Inc. from 2007 to 2009. From 1990 to 2007, Mr. Meckler held a series of positions at Pfizer Inc. in Manufacturing Systems, Market Research, Business Development, Strategic Planning and Corporate Finance. Raymond F. Schinazi Dr. Schinazi, 64, is the founder and director of RFS Pharma, LLC, a position he has held since 2004. He has been at Emory University since 1978 and currently serves as the Frances Winship Walters Professor of Pediatrics and Director of the Laboratory of Biochemical Pharmacology at Emory University. Since 1983, he has been affiliated with the Atlanta Department of Veterans Affairs and currently serves as Senior Research Career Scientist. He is also the Director of the Scientific Working Group on Viral Eradication for the NIH-sponsored Emory University Center for AIDS Research (CFAR). In addition, Dr. Schinazi currently serves as a Governing Trustee for the Foundation for AIDS Research (amfAR) and serves as a non-executive Director of Gliknik Inc. and also reViral Ltd. Cocrystal Directors Prior to the merger, Dr. Frost, Dr. Hsiao, Mr. Rubin and Dr. Wilcox served as directors of Cocrystal. Executive Officers Additionally, the following individuals were appointed as executive officers of the Company: Sam Lee President Gerald McGuire Chief Financial Officer and Treasurer Gary Wilcox Chief Executive Officer and Secretary Dr. Lee, Dr. Wilcox and Mr. McGuire hold the same executive officer positions in the Company that they held in Cocrystal. About Cocrystal Pharma Cocrystal Pharma, Inc., formerly known as Biozone Pharmaceuticals, Inc., is a pharmaceutical company with a mission to discover novel antiviral therapeutics as treatments for serious and/or chronic viral diseases. Cocrystal Pharma employs unique technologies and Nobel Prize winning expertise to create first- and best-in-class antiviral drugs. These technologies and the Company's market- focused approach to drug discovery are designed to efficiently deliver small molecule therapeutics that are safe, effective and convenient to administer. The Company's primary business going forward is to develop novel medicines for use in the treatment of human viral diseases. Cocrystal has been developing novel technologies and approaches to create first-in-class and best-in-class antiviral drug candidates since its initial funding in 2008. Subsequent funding was provided to Cocrystal Discovery, Inc., by Teva Pharmaceuticals Industries, Ltd., or Teva, in 2011. The Company's focus is to pursue the development and commercialization of broad-spectrum antiviral drug candidates that will transform the treatment and prophylaxis of viral diseases in humans. By concentrating the Company's research and development efforts on viral replication inhibitors, the Company plans to leverage its infrastructure and expertise in these areas. Biozone incurred a net loss of $7.96 million in 2012, as compared with a net loss of $5.45 million in 2011. As of Sept. 30, 2014, the Company had $11.63 million in total assets, $7.65 million in total liabilities and $3.97 million in total stockholders' equity. Paritz and Company. P.A., in Hackensack, New Jersey, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company has incurred operating losses for its last two fiscal years, has a working capital deficiency of $5,255,220, and an accumulated deficit of $14,128,079. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. COMMUNITY FIRST: FDIC Terminates Bank Consent Order --------------------------------------------------- Community First Bank & Trust, a wholly-owned subsidiary of Community First, Inc., received notice from the Federal Deposit Insurance Corporation that the FDIC had terminated the Consent Order that it had issued to the Bank on Sept. 20, 2011. The Consent Order, which was terminated effective Nov. 19, 2014, had required among other things, that the Bank attain and achieve regulatory capital ratios higher than those required by regulatory standards, improve, among other things, its processes for identifying and classifying problem loans and improve its overall profitability. The Consent Order had also prohibited the Bank from paying dividends without the prior approval of the FDIC or the Tennessee Department of Financial Institutions. With the termination of the Consent Order, and the associated termination by the TDFI of a written agreement, the terms of which were substantially the same as those of the Consent Order, the Bank is no longer subject to any formal supervisory orders. The Bank is, however, subject to an informal regulatory action which requires that the Bank continue to improve earnings and maintain specified capital ratios and contains restrictions prohibiting dividend payments without prior approval from the Bank's regulators. About Community First Columbia, Tenn.-based Community First, Inc., is a registered bank holding company under the Bank Holding Company Act of 1956, as amended, and became so upon the acquisition of all the voting shares of Community First Bank & Trust on Aug. 30, 2002. The Bank conducts substantially all of its banking activities in Maury, Williamson and Hickman Counties, in Tennessee. As of Sept. 30, 2014, the Company had $437.03 million in total assets, $427.02 million in total liabilities and $10.01 million in total shareholders' equity. * * * This concludes the Troubled Company Reporter's coverage of Community First until facts and circumstances, if any, emerge that demonstrate financial or operational strain or difficulty at a level sufficient to warrant renewed coverage. COTT BEVERAGES: Moody's Assigns B3 Rating on New $615MM Sr. Bond ---------------------------------------------------------------- Moody's Investors Service assigned a B3 rating (LGD5) to the new $615 million senior unsecured bond issue by Cott Beverages, subsidiary of Cott Corporation ("Cott"), due 2019. The B2 Corporate Family and other ratings are unchanged. The rating outlook is stable. The proceeds will be used to partially fund its acquisition of DS Services of America, Inc. ("DSSA" or "DSW") in a deal valued at approximately $1.25 billion, including the assumption of a portion of DSSA's debt. DSSA is a leading provider of water and coffee delivery services to US homes and offices. Moody's expects the transaction to close in the first quarter of fiscal 2015. Ratings Assigned: Issuer: Cott Beverages, Inc.: Senior Unsecured Regular Bond/Debenture (Local Currency), Assigned B3 (LGD5) Ratings Rationale Cott's B2 Corporate Family Rating reflects its moderately high and increased post-acquisition leverage, with debt/EBITDA (including Moody's standard adjustments) at or slightly above 5 times at closing, and its limited market share and pricing power in the broader beverage industry dominated by Coca-Cola and PepsiCo. The company's customer concentration, while improved post transaction, will still be significant, and Cott is exposed to long-term declining volume trends in the carbonated soft drinks (CSDs) and juice categories. These credit negatives are mitigated by the combined company's larger scale, increased product and customer diversification, positive free cash flow, and position as the largest private label beverage producer and a leading home and office water delivery provider in North America. The rating recognizes the benefits of DS Services of America's strong market position in the fragmented US home and office delivery (HOD) market, its portfolio of established regional brands, good growth potential, and relatively high barriers to new competition. At the same time, DSSA is exposed to volatile resin costs and to macroeconomic variables, most notably employment rates. The acquisition is transformational for Cott, taking it into an entirely new business, which presents new risks and challenges, but also provides for much needed diversification given the negative long term trends in its core business. Moody's expects the company to pay off preferred shares that will be issued (but not rated) in conjunction with the transaction relatively soon, given their high and escalating coupon. After that, cash will be applied toward reducing ABL borrowings. For this reason, the preferred shares, while having many equity-like characteristics, were considered to be more debt-like than equity-like for purposes of calculating leverage. Moody's does not expect major integration issues since DSSA will be run separately, but also does not expect significant sales or cost synergies. The stable outlook assumes that the acquisition of DSSA will be successful and not become a distraction to Cott as it manages this disparate business, while also transforming its own legacy business model and integrating Aimia Foods, which was acquired in May. It also assumes that no further large acquisitions or share buyback will be contemplated before leverage is significantly reduced. Given the potential for volatility in Cott's operating performance, a ratings upgrade would require debt-to-EBITDA of below 3.5 times on a sustainable basis, complemented by a good liquidity profile and demonstrated positive momentum in volumes, revenues, and profitability. A decline in earnings as a result of volume declines, margin contraction, a weakening of Cott's liquidity, or an increase in leverage such that debt-to-EBITDA approaches 5.5 times could result in a ratings downgrade. Further large acquisitions, or share buybacks before leverage has been reduced to below 3.5 times could also result in a downgrade. Cott Corporation (Cott), headquartered in Toronto, Ontario, and Tampa, Florida, is one of the world's largest private label and contract manufacturing beverage companies. Cott's product portfolio includes CSDs, clear, still and sparkling flavored waters, juice, juice-based products, bottled waters, energy related drinks, and ready-to-drink teas. Cott's customers include many of the largest national and regional grocery, drugstore, and convenience store chains, and wholesalers. Sales for the twelve months ending September 26, 2014 were approximately $2.0 billion. Pro forma for the acquisition of DSSA, the company will have revenues of about $3 billion. DS Services of America, headquartered in Atlanta, Georgia, is a provider of bottled water, coffee and related services delivered directly to residential and commercial customers in the U.S. Its core business is the bottling and direct delivery of drinking water in 3 and 5 gallon bottles to homes and offices and the rental of water dispensers. The company also sells water in smaller bottles, cups, coffee, flavored beverages, powdered sticks and water filtration devices. The principal methodology used in this rating was Global Soft Beverage Industry published in May 2013. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. COUTURE HOTEL: Hires Pronske Goolsby as Counsel ----------------------------------------------- Couture Hotel Corporation, aka Hugh Black-St Mary Enterprises, Inc., seeks authorization from the Hon. Barbara J. Houser of the U.S. Bankruptcy Court for the Northern District of Texas to employ Pronske Goolsby & Kathman, P.C., as counsel, as of Oct. 15, 2014. The Debtor requires Pronske Goolsby to: (a) provide legal advice with respect to the Debtor's powers and duties as a debtor in possession in the continued operation of its businesses and the management of its property; (b) take all necessary action to protect and preserve the Debtor's estate, including the prosecution of actions on behalf of the Debtor, the defense of any actions commenced against the Debtor, negotiations concerning litigation in which the Debtor is involved, and objections to claims filed against the Debtor's estate; (c) prepare on behalf of the Debtor necessary motions, answers, orders, reports, and other legal papers in connection with the administration of its estate; (d) assist the Debtor in preparing for and filing a disclosure statement in accordance with Section 1125 of the Bankruptcy Code; (e) assist the Debtor in preparing for and filing a plan of reorganization at the earliest possible date; (f) perform any and all other legal services for the Debtor in connection with the Debtor's Chapter 11 case; and (g) perform such legal services as the Debtor may request with respect to any matter, including, but not limited to, corporate finance and governance, contracts, antitrust, labor, and tax. Pronske Goolsby will also be reimbursed for reasonable out-of- pocket expenses incurred. The Debtor previously filed its Motion for Approval of Post- petition Retainer in which it sought approval to pay a post- petition retainer in the amount of $50,000 to Pronske Goolsby. However, based upon the Court's ruling at the cash collateral hearing on Nov. 7, 2014, the Debtor is withdrawing the Retainer Motion and the requests for relief contained therein. Instead, John Blomfield, on of the Debtor's principal, has agreed to fund a $50,000.00 post-petition retainer from personal funds that are not property of the Debtor's bankruptcy estate. After receipt of the post-petition retainer, Pronske Goolsby intends to file all necessary disclosures pursuant to Federal Rule of Bankruptcy Procedure 2016 regarding the payment of the post-petition retainer. Gerrit M. Pronske, co-founder of Pronske Goolsby, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Pronske Goolsby can be reached at: Gerrit M. Pronske, Esq. PRONSKE GOOLSBY & KATHMAN, P.C. 2200 Ross Avenue, Suite 5350 Dallas, TX 75201 Tel: (214) 658-6501 Fax: (214) 658-6509 E-mail: gpronske@pgkpc.com About Couture Hotel Couture Hotel Corporation owns and operates four hotels: a Wyndham Garden Inn in Dallas, Texas, consisting of 356 rooms and remodeled in 2013; a Howard Johnson in Corpus Christi, Texas, consisting of 140 rooms and remodeled in 2012; a Howard Johnson in Las Vegas, Nevada, consisting of 110 rooms and remodeled in 2012; and an independent hotel in Las Vegas, Nevada (formerly branded as a Value Place), consisting of 121 rooms and also remodeled in 2012. The Las Vegas hotels are located at one of the entrances to Nellis Air Force base in North Las Vegas. The Debtor owns the real property and improvements, as well as the franchise rights to the hotels (except for Las Vegas Value Place). The Company sought Chapter 11 protection (Bankr. N.D. Tex. Case No. 14-34874) in Dallas, Texas, on Oct. 7, 2014. The case is assigned to Judge Barbara J. Houser. The Debtor has tapped Mark Sean Toronjo, Esq., at Toronjo & Prosser Law, as counsel. The Debtor estimated assets and debt in the range of $10 million to $50 million as of the bankruptcy filing. No creditors' committee or other official committee been appointed in the case. CRGT INC: S&P Assigns 'B-' CCR & Rates $15MM Revolver 'B' --------------------------------------------------------- Standard & Poor's Ratings Services said it assigned its 'B-' corporate credit rating to Reston, Va.-based CRGT Inc. The outlook is stable. At the same time, S&P assigned its 'B' issue-level rating and '2' recovery rating to the company's proposed $15 million first-lien revolver maturing 2019 and $100 million first-lien term loan maturing 2020. The '2' recovery rating indicates S&P's expectation for substantial (70%-90%) recovery in the event of a payment default. "The ratings on CRGT reflect the company's relatively small scale and significant client concentration, although the largest customer operates under 27 individual programs," said Standard & Poor's credit analyst Jenny Chang. The ratings also reflect pro forma leverage in the high-5x area and modest headroom at close, of less than 10%, on the financial maintenance covenants under the first-lien credit facilities and mezzanine debt agreements. The stable outlook reflects S&P's view that CRGT will achieve low- single-digit revenue growth, maintain solid EBITDA margins, and moderately improve covenant headroom. S&P also expects the company's long-term customer relationships to mitigate its high customer concentration. The company's relatively small scale, tight covenant cushion, and private equity ownership limit the likelihood of an upgrade over the coming year. S&P could lower the rating if increased competition or prospective federal budget constraints result in contract funding delays, decreased profitability, and a weakening liquidity position. DISTRICT AT MCALLEN: Involuntary Chapter 11 Case Summary -------------------------------------------------------- Alleged Debtor: The District At McAllen LP 3400 N. McColl Rd McAllen, TX 78501 Case Number: 14-70661 Involuntary Chapter 11 Petition Date: December 2, 2014 Court: United States Bankruptcy Court Southern District of Texas (McAllen) Judge: Hon. Richard S. Schmidt Petitioner's Counsel: Nathaniel Peter Holzer, Esq. JORDAN HYDEN WOMBLE CULBRETH & HOLZER PC 500 N Shoreline Dr, Ste 900 Corpus Christi, TX 78401 Tel: 361-884-5678 Fax: 361-888-5555 E-mail: pholzer@jhwclaw.com Petitioner Nature of Claim Claim Amount ---------- --------------- ------------ Ernesto Ramirez Indemnity for $5,332,401 PO Box 720298 City Bank's McAllen, TX 78504 Claim on Guaranty DOUGLAS DYNAMICS: S&P Lowers Secured Debt Rating to 'BB-' --------------------------------------------------------- Standard & Poor's Ratings Services lowered its issue-level rating on Douglas Dynamics Inc.'s senior secured term loan to 'BB-' from 'BB' and revised the recovery rating to '3' from '2'. The rating actions follow Douglas' proposed upsizing of its senior secured term loan by $80 million from the original $125 million issued. The 'BB-' corporate credit rating and stable outlook on Milwaukee- based Douglas Dynamics Inc. are unaffected. The company plans to upsize its term loan to acquire Henderson Products Inc., a snow and ice control equipment and services provider primarily serving municipal end markets in the U.S. The term loan's maturity will also be extended to 2021 from 2018. With the larger loan size, the projected recovery on the credit facility drops below the 70% threshold for a '2' recovery rating. The '3' recovery ratings on the term loan indicate S&P's expectation for meaningful recovery (50% to 70%) in the event of a payment default. The 'BB-' issue-level rating on the credit facility is the same as the corporate credit rating on Douglas, which is in line with S&P's notching guidelines for a '3' recovery rating. Subsidiary Douglas Dynamics LLC is the borrower of the senior secured debt. RATINGS LIST Douglas Dynamics Inc. Corporate Credit Rating BB-/Stable/-- Ratings Lowered; Recovery Rating Revised To From Douglas Dynamics LLC Senior Secured Term Loan BB- BB Recovery Rating 3 2 DVORKIN HOLDINGS: Dec. 11 Hearing on Bid to Sell Assets to NARE --------------------------------------------------------------- The Bankruptcy Court will convene a hearing on Dec. 11, 2014, at 10:00 a.m., to consider the request of Gus A. Paloian, as the Chapter 11 trustee, for entry of an order authorizing Dvorkin Holdings, LLC, to take all necessary steps to consummate the sale of certain real estate to NARE Investments, LLC, the buyer. The property consists of 13,611 square feet of land area and including a commercial building and other improvements thereon, which site is commonly known as 1000 N. Halsted St., Chicago, Cook County, Illinois. Marcus & Millichap Real Estate Investment Services serves as broker for the sale of the property. At the closing of the sale of the property, the broker will be paid: (a) 5 percent of the first $1,000,000 of the sale proceeds; and (b) 4 percent for every dollar of sale proceeds that exceed $1 million. The buyer and trustee, on behalf of seller, have negotiated the sale agreement, which provides for the sale of the property for the purchase price of $3,400,000, subject to approval by the Court. The buyer's offer constitutes the highest and best offer received by the broker for the property. The buyer is taking the property on an "as is, where is" basis, without representation or warranty of any kind whatsoever. The buyer was given until Dec. 1, 2014, to perform reasonable and customary due diligence, during which time buyer is able to terminate the sale agreement for any reason with the earnest money to be returned to buyer. The sale agreement may be terminated by either party, among other reasons, if the closing date for the sale agreement has not occurred by Feb. 16, 2016. About Dvorkin Holdings Dvorkin Holdings, LLC, is a real estate holding company that possesses or possessed ownership interests in approximately 70 real properties, either directly or indirectly through limited liability companies or land trusts. Dvorkin Holdings has interests in 40 non-debtor entities. Dvorkin Holdings filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 12-31336) in Chicago on Aug. 7, 2012. The Debtor disclosed $69,894,843 in assets and $9,296,750 in liabilities as of the Chapter 11 filing. Bankruptcy Judge Jack B. Schmetterer oversees the case. Michael J. Davis, Esq., at Archer Bay, P.A., in Lisle, Ill., serves as counsel to the Debtor. The petition was signed by Loran Eatman, vice president of DH-EK Management Corp. The Bankruptcy Court in October 2012 granted the request of Patrick S. Layng, the U.S. Trustee for the Northern District of Illinois, to appoint Gus Paloian as the Chapter 11 Trustee. Seyfarth Shaw, LLP, represents the Chapter 11 Trustee as counsel. Carpenter Lipps & Leland LLP represents the Chapter 11 Trustee as conflicts counsel. EDENOR SA: Holdings Period of 9.4MM Treasury Shares Extended ------------------------------------------------------------ A general meeting of shareholders of Edenor S.A. was held on Nov. 18, 2014, at which the shareholders approved, among other things, a three-year extension of the holding period of 9,412,500 Class B treasury shares, representing 1.03% of the capital stock, which were acquired under the process to repurchase treasury shares conducted by the Company in November 2008 with an original period that was extended as resolved by the Company's General Ordinary Shareholders' Meeting held on March 3, 2011, effective as from November 2008. A full-text copy of the regulatory filing with the U.S. Securities and Exchange Commission is available at: http://is.gd/MSG39G About Edenor SA Headquartered in Buenos Aires, Argentina, Edenor S.A. (NYSE: EDN; Buenos Aires Stock Exchange: EDN) is the largest electricity distribution company in Argentina in terms of number of customers and electricity sold (both in GWh and Pesos). Through a concession, Edenor distributes electricity exclusively to the northwestern zone of the greater Buenos Aires metropolitan area and the northern part of the city of Buenos Aires. Edenor SA reported profit of ARS 772.7 million on ARS 3.44 billion of revenue from sales for the year ended Dec. 31, 2013, as compared with a loss of ARS 1.01 billion on ARS 2.97 billion of revenue from sales in 2012. Edenor reported a net loss of ARS 291.38 million in 2011. As of Sept. 30, 2014, the Company had ARS 7.99 billion in total assets, ARS 8.26 billion in total liabilities and a ARS 267.39 billion total deficit. ELBIT IMAGING: Amends 10.2MM Ordinary Shares Resale Prospectus -------------------------------------------------------------- Elbit Imaging Ltd. filed a post-effective amendment to its Form F-1 Registration Statement in order to update the amounts of shares being offered as a result of a 1-for-20 reverse share split effected by the Registrant on Aug. 21, 2014, as well as corresponding adjustments to share and share price information. No additional securities are being registered under the Post- Effective Amendment. York Global Finance Offshore BDH (Luxembourg) S.arl, M.H. Davidson & Co., Davidson Kempner Partners, et al., may offer from time to time up to 10,198,638 of the Company's ordinary shares. The Company will not receive any proceeds from the sale of the shares by the selling shareholders. The Company's ordinary shares are traded on the NASDAQ Global Select Market, or NASDAQ, under the symbol "EMITF" and on the Tel- Aviv Stock Exchange, or TASE, under the symbol "EMIT." The closing price of the Company's ordinary shares on NASDAQ on Nov. 28, 2014, was $2.00 per share and the closing price of the Company's ordinary shares on the TASE on Nov. 30, 2014, was NIS 7.6 per share (equal to $1.95 based on the exchange rate between the NIS and the dollar, as quoted by the Bank of Israel on Nov. 28, 2014). A full-text copy of the Amended Prospectus is available at: http://is.gd/KDigOZ About Elbit Imaging Tel-Aviv, Israel-based Elbit Imaging Ltd. (TASE, NASDAQ: EMITF) hold investments in real estate and medical companies. The Company, through its subsidiaries, also develops shopping and entertainment centers in Central Europe and invests in and manages hotels. Since February 2013, Elbit has intensively endeavored to come to an arrangement with its creditors. Elbit has said it has been hanging by a thread for more than five months. It has encountered cash flow difficulties and this burdens its day to day activities, and it certainly cannot make the necessary investments to improve its assets. In light of the arrangement proceedings, and according to the demands of most of the bondholders, as well as an agreement that was signed on March 19, 2013, between Elbit and the Trustees of six out of eight series of bonds, Elbit is prohibited, inter alia, from paying off its debts to the financial creditors -- and as a result a petition to liquidate Elbit was filed, and Bank Hapoalim has declared its debts immediately payable, threatening to realize pledges that were given to the Bank on material assets of the Company -- and Elbit undertook not to sell material assets of the Company and not to perform any transaction that is not during its ordinary course of business without giving an advance notice to the trustees. Accountant Rony Elroy has been appointed as expert for examining the debt arrangement in the Company. In July 2013, Elbit Imaging's controlling shareholders, Europe- Israel MMS Ltd. and Mr. Mordechay Zisser, notified the Company that the Tel Aviv District Court has appointed Adv. Giroa Erdinast as a receiver with regards to the ordinary shares of the Company held by Europe Israel securing Europe Israel's obligations under its loan agreement with Bank Hapoalim B.M. The judgment stated that the Receiver is not authorized to sell the Company's shares at this stage. Following a request of Europe-Israel, the Court also delayed any action to be taken with regards to the sale of those shares for a period of 60 days. Europe Israel and Mr. Zisser have also notified the Company that they utterly reject the Bank's claims and intend to appeal the Court's ruling. Elbit Imaging reported a loss of NIS1.56 billion on NIS360.59 million of total revenues for the year ended Dec. 31, 2013, as compared with a loss of NIS483.98 million on NIS418.48 million of total revenues in 2012. As of June 30, 2014, the Company had NIS4.05 billion in total assets, NIS3.16 billion in total liabilities and NIS889.58 million shareholders' equity. Brightman Almagor Zohar & Co., a member firm of Deloitte Touche Tohmatsu, in Tel-Aviv, Israel, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. ENERGY FUTURE: Creditors' Panel Taps CRA as Energy Consultant ------------------------------------------------------------- The Official Committee of Unsecured Creditors of Energy Future Holdings Corp and its debtor-affiliates seeks authorization from the Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for the District of Delaware to retain Charles River Associates ("CRA") as natural gas and energy consultant for the Committee, effective Aug. 4, 2014. The Committee requires CRA to: (a) develop a long-term natural gas price forecast to be used as a fundamental input for the formation of a revised TCEH/EFH business plan; (b) develop associated alternate scenarios/sensitivities to long-term natural gas price forecast; (c) develop and document trends in long-term gas price drivers to support eventual potential testimony on gas price forecasts; (d) analyze volatility in natural gas prices with respect to their impact on portfolio value; (e) analyze relevant futures market data for forecasting long- term gas prices; (f) prepare an expert report and provision of testimony, if required; and (g) provide other natural gas and energy consultant services or such other assistance as the TCEH Committee or its counsel may deem necessary that are consistent with the role of a natural gas and energy consultant and not duplicative of services provided by other professionals in this proceedings. CRA will be paid at these hourly rates: Vice President $600-$675 Principal $500 Senior Associate $400 Consulting Associates $310-$320 Analyst $290 CRA will also be reimbursed for reasonable out-of-pocket expenses incurred. Jonathan D. Yellin, vice president and general counsel of CRA, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. CRA can be reached at: Jonathan D. Yellin, Esq. CHARLES RIVER ASSOCIATES 200 Clarendon St. Boston, MA 02116-5092 Tel: +1 (617) 425-3198 E-mail: jyellin@crai.com About Energy Future Energy Future Holdings Corp., formerly known as TXU Corp., is a privately held diversified energy holding company with a portfolio of competitive and regulated energy businesses in Texas. Oncor, an 80 percent-owned entity within the EFH group, is the largest regulated transmission and distribution utility in Texas. The Company delivers electricity to roughly three million delivery points in and around Dallas-Fort Worth. EFH Corp. was created in October 2007 in a $45 billion leverage buyout of Texas power company TXU in a deal led by private-equity companies Kohlberg Kravis Roberts & Co. and TPG Inc. On April 29, 2014, Energy Future Holdings and 70 affiliated companies sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 14-10979) after reaching a deal with some key financial stakeholders to keep its businesses operating while reducing its roughly $40 billion in debt. The Debtors' cases have been assigned to Judge Christopher S. Sontchi (CSS). The Debtors are seeking to have their cases jointly administered for procedural purposes. As of Dec. 31, 2013, EFH Corp. reported total assets of $36.4 billion in book value and total liabilities of $49.7 billion. The Debtors have $42 billion of funded indebtedness. EFH's legal advisor for the Chapter 11 proceedings is Kirkland & Ellis LLP, its financial advisor is Evercore Partners and its restructuring advisor is Alvarez & Marsal. The TCEH first lien lenders supporting the restructuring agreement are represented by Paul, Weiss, Rifkind, Wharton & Garrison, LLP as legal advisor, and Millstein & Co., LLC, as financial advisor. The EFIH unsecured creditors supporting the restructuring agreement are represented by Akin Gump Strauss Hauer & Feld LLP, as legal advisor, and Centerview Partners, as financial advisor. The EFH equity holders supporting the restructuring agreement are represented by Wachtell, Lipton, Rosen & Katz, as legal advisor, and Blackstone Advisory Partners LP, as financial advisor. Epiq Systems is the claims agent. Wilmington Savings Fund Society, FSB, the successor trustee for the second-lien noteholders owed about $1.6 billion, is represented by Ashby & Geddes, P.A.'s William P. Bowden, Esq., and Gregory A. Taylor, Esq., and Brown Rudnick LLP's Edward S. Weisfelner, Esq., Jeffrey L. Jonas, Esq., Andrew P. Strehle, Esq., Jeremy B. Coffey, Esq., and Howard L. Siegel, Esq. An Official Committee of Unsecured Creditors has been appointed in the case. The Committee represents the interests of the unsecured creditors of ONLY of Energy Future Competitive Holdings Company LLC; EFCH's direct subsidiary, Texas Competitive Electric Holdings Company LLC; and EFH Corporate Services Company, and of no other debtors. The Committee has selected Morrison & Foerster LLP and Polsinelli PC for representation in this high-profile energy restructuring. The lawyers working on the case are James M. Peck, Esq., Brett H. Miller, Esq., and Lorenzo Marinuzzi, Esq., at Morrison & Foerster LLP; and Christopher A. Ward, Esq., Justin K. Edelson, Esq., Shanti M. Katona, Esq., and Edward Fox, Esq., at Polsinelli PC. ENERGY FUTURE: Seeks to Pay Property Taxes ------------------------------------------ BankruptcyData reported that Energy Future Holdings sought authority from the U.S. Bankruptcy Court to pay all of its prepetition property taxes of which $100 million is outstanding. According to the report, the Court scheduled a Dec. 18, 2014, hearing to consider the request. About Energy Future Energy Future Holdings Corp., formerly known as TXU Corp., is a privately held diversified energy holding company with a portfolio of competitive and regulated energy businesses in Texas. Oncor, an 80 percent-owned entity within the EFH group, is the largest regulated transmission and distribution utility in Texas. The Company delivers electricity to roughly three million delivery points in and around Dallas-Fort Worth. EFH Corp. was created in October 2007 in a $45 billion leverage buyout of Texas power company TXU in a deal led by private-equity companies Kohlberg Kravis Roberts & Co. and TPG Inc. On April 29, 2014, Energy Future Holdings and 70 affiliated companies sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 14-10979) after reaching a deal with some key financial stakeholders to keep its businesses operating while reducing its roughly $40 billion in debt. The Debtors' cases have been assigned to Judge Christopher S. Sontchi (CSS). The Debtors are seeking to have their cases jointly administered for procedural purposes. As of Dec. 31, 2013, EFH Corp. reported total assets of $36.4 billion in book value and total liabilities of $49.7 billion. The Debtors have $42 billion of funded indebtedness. EFH's legal advisor for the Chapter 11 proceedings is Kirkland & Ellis LLP, its financial advisor is Evercore Partners and its restructuring advisor is Alvarez & Marsal. The TCEH first lien lenders supporting the restructuring agreement are represented by Paul, Weiss, Rifkind, Wharton & Garrison, LLP as legal advisor, and Millstein & Co., LLC, as financial advisor. The EFIH unsecured creditors supporting the restructuring agreement are represented by Akin Gump Strauss Hauer & Feld LLP, as legal advisor, and Centerview Partners, as financial advisor. The EFH equity holders supporting the restructuring agreement are represented by Wachtell, Lipton, Rosen & Katz, as legal advisor, and Blackstone Advisory Partners LP, as financial advisor. Epiq Systems is the claims agent. Wilmington Savings Fund Society, FSB, the successor trustee for the second-lien noteholders owed about $1.6 billion, is represented by Ashby & Geddes, P.A.'s William P. Bowden, Esq., and Gregory A. Taylor, Esq., and Brown Rudnick LLP's Edward S. Weisfelner, Esq., Jeffrey L. Jonas, Esq., Andrew P. Strehle, Esq., Jeremy B. Coffey, Esq., and Howard L. Siegel, Esq. An Official Committee of Unsecured Creditors has been appointed in the case. The Committee represents the interests of the unsecured creditors of ONLY of Energy Future Competitive Holdings Company LLC; EFCH's direct subsidiary, Texas Competitive Electric Holdings Company LLC; and EFH Corporate Services Company, and of no other debtors. The Committee has selected Morrison & Foerster LLP and Polsinelli PC for representation in this high-profile energy restructuring. The lawyers working on the case are James M. Peck, Esq., Brett H. Miller, Esq., and Lorenzo Marinuzzi, Esq., at Morrison & Foerster LLP; and Christopher A. Ward, Esq., Justin K. Edelson, Esq., Shanti M. Katona, Esq., and Edward Fox, Esq., at Polsinelli PC. EYEMART EXPRESS: Moody's Assigns B1 Corporate Family Rating ----------------------------------------------------------- Moody's Investors Service assigned first time ratings to Eyemart Express, LLC, including a B1 Corporate Family Rating. A stable outlook was also assigned. New ratings assigned include: Corporate Family Rating, Assigned B1; Probability of Default Rating, Assigned B2-PD; Proposed $30 million senior secured revolving credit facility, Assigned B1 (LGD3); Proposed $300 million senior secured term loan B, Assigned B1 (LGD3). Outlook Actions: Outlook, Assigned Stable. Ratings Rationale The new ratings are in conjunction with Eyemart's pending acquisition by affiliates of Friedman Fleischer & Lowe ("FFL") for total consideration of roughly $800 million. The initial capitalization is conservative, with contributed cash sponsor equity comprising roughly half of the purchase price, rollover equity from the sellers comprising roughly 15%, and debt funding the remaining balance. "Eyemart has an enviable franchise in the retail eyeglass market, with an innovative business model and a legacy of almost 40 years in the sector", stated Moody's Vice President Charlie O'Shea. "While the segment is rife with competition, including big box retailers such as Walmart and Costco, as well as dedicated providers like Pearle, Moody's believes Eyemart is well-positioned to defend and in fact enhance its market position due to the structure of its relationships with optometrists, as well as its in-store manufacturing capability, which affords real one-hour service. The conservative initial capitalization results in a very solid credit profile for a B- rated company, led by proforma LTM EBITA/interest of around 3 times and debt/EBITDA of around 5 times, and there is potential for some level of deleveraging over time, though this is not a rating factor at this time." The B1 Corporate Family Rating recognizes the company's credit metrics, with EBITA/interest of around 3 times pro forma for the new debt, and debt/EBITDA of around 5 times, both of which are reflective of the healthy equity portion of the initial capital structure, and the absence of any legacy debt to be paid off or rolled over, as well as its good liquidity. Ratings also consider the company's small size and limited geographical footprint, its historical trend in profitability, the company's long and established track record in the sector, its favorable market position led by its distinctly differentiated offering from other chain and big-box retailers in that, among other things, it has eyeglass manufacturing capability in every store, and established management team. The stable outlook considers the company's steady historical operating performance, as well as reflects Moody's expectation that Eyemart's growth strategy will be prudently and economically executed. Ratings could be downgraded if operating performance were to deteriorate or financial policy decisions resulted in EBITA/interest trending towards 2.5 times, or if debt/EBITDA rose above 5.25 times, or if liquidity were to weaken. Given the company's small size, limited geographic footprint, and potential for a more-aggressive financial policy regarding shareholder distributions due to its financial sponsor ownership, an upgrade in the near-to-medium term is unlikely. Over time, ratings could be upgraded if financial policy with respect to shareholder returns remained benign, and if debt/EBITDA was sustained well below 4 times, EBITA/interest was sustained above 3.5 times, and liquidity remained at least good.. The ratings on the proposed $30 million secured revolving credit facility and the proposed $300 million senior secured first lien term loan are due to their relative positions in the capital structure, and follows application of Moody's Loss Given Default methodology. Headquartered in Texas, Eyemart Express, LLC is a leading provider of vision care services and manufacturer and retailer of eyeglasses. The company operates 159 stores in 32 states, with manufacturing capabilities and co-located optometrists at almost all locations. The principal methodology used in these ratings was Global Retail Industry published in June 2011. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. EYEMART EXPRESS: S&P Assigns 'B' CCR & Rates $330MM Facility 'B' ---------------------------------------------------------------- Standard & Poor's Ratings Services assigned a 'B' corporate credit rating to Farmers Branch, Texas-based Eyemart Express Holdings LLC. The rating outlook is stable. At the same time, S&P assigned a 'B' issue-level rating with a '3' recovery rating to the company's $330 million credit facility issued by Eyemart Express LLC. The facility consists of a $30 million revolver and a $300 million term loan B. The '3' recovery rating indicates S&P's expectation for meaningful (50%-70%) recovery for lenders in the event of a payment default. The company will use the proceeds from the term loan along with equity contribution to fund the acquisition of the company by Friedman Fleischer & Lowe (FFL). "Our rating on Eyemart incorporates the increased leverage from the proposed debt-funded acquisition by FFL," said Standard & Poor's credit analyst MariolaBorysiak. "It also reflects our view of its small scale in the fragmented and competitive optical retail industry and its relatively stable performance trends, and above-average margins, supported by the nondiscretionary and noncyclical nature of the industry." Eyemart is a very small player in the optical retail industry, focusing on a deep value customer segment, competing with the much larger Luxottica Group, Wal-Mart, and HVHC Inc. But the company's main competitor is National Vision, which also serves the value- focused customer base. "Eyemart has a good track record of growing sales, even during economic downturns," said Ms. Borysiak. "It generates the majority of its revenues from the sale of frames and lenses, nondiscretionary products in our view, making its operations relatively recession-resistant and its cash flow generation rather predictable. In addition, the company's strategy of co-locating its stores with established optometrist practices allows for doctors to maintain autonomy over their medical practice, and the company to maintain control over the retail sale of eyeglasses." The stable outlook reflects Standard & Poor's view that favorable trends in the industry, the company's nondiscretionary product offerings, and maturing store base will continue to propel profitability gains and drive modest and stable cash flow generation. FRED FULLER: Hires William Gannon as Bankruptcy Counsel ------------------------------------------------------- Fred Fuller Oil & Propane Co., Inc. asks for permission from the U.S. Bankruptcy Court for the District of New Hampshire to employ William S. Gannon and William S. Gannon, PLLC as bankruptcy counsel, nunc pro tunc to the Nov. 10, 2014 petition date. The Debtor requires the firm to: (a) advise the Debtor with respect to its powers and duties as debtor-in-possession and the continued management and operation of its businesses and properties; (b) attend meetings and negotiating with representatives of creditors and other parties in interest, responding to creditor inquiries, and advising and consulting on the conduct of the case, including all of the legal and administrative requirements of operating in Chapter 11; (c) negotiate and prepare on behalf of the Debtor a plan or plans of reorganization, and all related documents, and prosecuting the plan or plans through the confirmation process; (d) represent the Debtor in connection with any adversary proceedings or automatic stay litigation that may be commenced in the proceedings and any other action necessary to protect and preserve the Debtor's estates; (e) advise the Debtor in connection with any sale of assets; (f) represent and advise the Debtor regarding post-confirmation operations and consummation of a plan or plans of reorganization; (g) appear before the Bankruptcy Court, any appellate courts, and the U.S. Trustee and protecting the interests of the Debtor before such courts and the U.S. Trustee; (h) prepare necessary motions, applications, answers, orders, reports, and papers necessary to the administration of the estate; and (i) perform all other legal services for and providing all other legal advice to the Debtor that may be necessary and proper in these proceedings, including, without limitation, services or legal advice relating to applicable state and federal laws and securities, labor, commercial, and real estate laws. The firm will be paid at these hourly rates: William S. Gannon $450 Beth E. Venuti $120 Jeanne Arquette-Koehler $120 April Welches $50 The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Mr. Gannon assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. The firm can be reached at: William S. Gannon, Esq. WILLIAM S. GANNON PLLC 889 Elm Street, 4th Floor Manchester, NH 03101-2101 Tel: (603) 769-4756 Fax: (603) 621-0830 About Fred Fuller Oil Hudson, New Hampshire-based Fred Fuller Oil & Propane Co., Inc., the largest heating oil company in the state, serving about 30,000 New Hampshire customers. It sought Chapter 11 protection (Bankr. D. N.H. Case No. 14-12188) in Manchester, New Hampshire, on Nov. 10, 2014, without stating a reason. It estimated $10 million to $50 million in assets and debt. The Nov. 10, 2014 court filing show that the Debtor has about $13.5 million in debts. Jeremy Blackman at Concord Monitor reports reports that the Debtor owes more than $276,000 to Harvard Pilgrim Health Care and nearly $94,000 to the city of Laconia and the towns of Hudson, Milford and Northfield. According to Concord Monitor, the bankruptcy case was initially filed on Nov. 10 under Chapter 7, but that has since been terminated and replaced with a Chapter 11 restructuring proposal. William S. Gannon, Esq., at William S. Gannon PLLC, in Manchester, serves as counsel to the Debtor. Fredrick J. Fuller, the president, signed the bankruptcy petition. FREEDOM INDUSTRIES: AIG $3MM Coverage Deal Hits Roadblock --------------------------------------------------------- Law360 reported that bankrupt Freedom Industries Inc., whose January chemical spill is blamed for contaminating drinking water for 300,000 West Virginia residents, told a bankruptcy court that its settlement with AIG Specialty Insurance Co. over coverage for the spill has been tied up by objections and delays. According to the report, Freedom told U.S. Bankruptcy Judge Ronald G. Pearson that despite its efforts, it isn't ready yet to file a modified settlement agreement because third-party objectors to the $3 million coverage deal Freedom reached with AIG in June haven't settled their negotiations. About Freedom Industries Freedom Industries Inc., is engaged principally in the business of producing specialty chemicals for the mining, steel and cement industries. The Debtor operates two production facilities located in (a) Nitro, West Virginia; and (b) Charleston, West Virginia. The company, connected to a chemical spill that tainted the water supply in West Virginia, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. W.Va. Case No. 14-bk-20017) on Jan. 17, 2014. The case is assigned to Judge Ronald G. Pearson. The petition was signed by Gary Southern, president. The Debtor is represented by Mark E Freedlander, Esq., at McGuire Woods LLP, in Pittsburgh, Pennsylvania; and Stephen L. Thompson, Esq., at Barth & Thompson, in Charleston, West Virginia. On Dec. 31, 2013, four companies merged under the umbrella of Freedom Industries: Freedom Industries Inc., Etowah River Terminal LLC, Poca Blending LLC and Crete Technologies LLC. As reported in the Troubled Company Reporter on Feb. 20, 2014, Kate White, writing for The Charleston Gazette, reported that the Debtor disclosed $16 million in assets and $6 million in liabilities when it filed for bankruptcy. On Feb. 5, 2014, the U.S. Trustee appointed an official committee of unsecured creditors. The Committee retained Frost Brown Todd LLC as counsel. On March 18, 2014, the Bankruptcy Court approved the hiring of Mark Welch at MorrisAnderson in Chicago as Freedom's chief restructuring officer. GLOBAL GEOPHYSICAL: Court Approves Deal with BNY Mellon ------------------------------------------------------- BankruptcyData reported that the U.S. Bankruptcy Court approved Global Geophysical Services' expedited motion for approval of a stipulation with the Bank of New York Mellon Trust, in its capacity as indenture trustee for the 10-1/2% Senior Notes. According to the report, under the stipulation, the Debtors and the Indenture Trustee have determined that the liquidated amount of the Indenture Trustee's Claims should be $255,984,045. About Global Geophysical, Autoseis et al. Global Geophysical Services Inc., a provider of seismic data for the oil and gas drilling industry, sought bankruptcy protection, intending to reorganize on its own with additional capital or explore a sale or other transaction. Based in Missouri City, Texas, Global Geophysical disclosed assets of $468.7 million and liabilities totaling $407.3 million as of Sept. 30, 2013. Liabilities include $81.8 million on a secured term loan owing to TPG Specialty Lending Inc. and Tennenbaum Capital Partners LLC. TPG is the lenders' agent. Global also owes $250 million on two issues of 10.5 percent senior unsecured notes, with Bank of New York Mellon Trust Co. as indenture trustee. Global Geophysical and five affiliates, including Autoseis, Inc. (lead debtor), filed Chapter 11 petitions in Corpus Christi, Texas (Bankr. S.D. Tex. Lead Case No. 14-20130) on March 25, 2014. The Debtors are represented by C. Luckey McDowell, Esq., Omar Alaniz, Esq., and Ian E. Roberts, Esq., at Baker Botts, LLP, in Dallas, Texas; and Shelby A. Jordan, Esq., and Nathanial Peter Holzer, Esq., at Jordan, Hyden, Womble, Culbreth, & Holzer, PC in Corpus Christi, Texas. Alvarez & Marsal serves as the Debtors' restructuring advisors, Fox Rothschild Inc. as financial advisor, and Prime Clerk as claims and noticing agent. The U.S. Trustee for Region 7, has selected seven creditors to the Official Committee of Unsecured Creditors. The Committee tapped Greenberg Traurig, LLP as counsel; and Lazard Freres & Co. LLC and Lazard Middle Market LLC, as financial advisors and investment bankers. The Ad Hoc Group of Noteholders and the DIP Lenders are represented by Marty L. Brimmage, Jr., Esq., Charles R. Gibbs, Esq., Michael S. Haynes, Esq., and Lacy M. Lawrence, Esq., at Akin Gump Strauss Hauer & Feld LLP. Prepetition secured lender TPG is represented by David M. Bennett, Esq., Tye C. Hancock, Esq., and Joseph E. Bain, Esq., at Thompson & Knight LLP; and Adam C. Harris, Esq., Lawrence V. Gelber, Esq., David M. Hillman, Esq., and Brian C. Tong, Esq., at Schulte Roth & Zabel LLP. GREAT PLAINS: Court Denies Confirmation of Fifth Amended Plan ------------------------------------------------------------- Bankruptcy Judge Thomas P. Agresti on Nov. 21 entered an order denying confirmation of Great Plains Exploration, LLC's Fifth Amended Plan of Reorganization. As reported in the Troubled Company Reporter on Oct. 10, 2014, the Debtor filed a Ballot Summary for the Fifth Amended Plan dated Aug. 12, 2014: * 1st Source Bank, the lone creditor in Class 3A, with a $485,731 claim, voted to reject the Plan. * SG Equipment Finance USA Corp., the lone creditor in Class 3C, with a $135,000 claim, voted to accept the Plan. SGEF conditionally accepted the Plan provided that any confirmation order entered provides the following: SGEF will have an allowed claim of $135,821 to be paid over 18 consecutive monthly installments of $7,738 representing principal and interest at the rate of 3 percent per annum, and SGEF will retain its lien until such amounts are paid in full. * All five creditors in Class 5 who submitted ballots, with claims ranging from $559 to $4,393, voted to accept the Plan. 1st Source Bank had filed a confirmation objection, saying that the Plan is not fair and reasonable. It says the Plan provides that the Debtors propose to pay 100% of allowed general unsecured claims prior to paying the full amount of 1st Source's claim, along with potentially unsecured claim. In a limited objection, SGEF says the Plan, in its present form, proposes that its Class 3 claim will be paid over 24 months in equal monthly installments per the terms of the agreement in place between Debtor and SGEF. According to SGEF, this does not reflect the terms that were agreed upon between SGEF and Debtor subsequent to the Plan, which terms are memorialized in various e-mails between counsel for Debtor and SGEF. The Debtor's counsel advised that it would not be filing an amended Plan, but that "We will draft the correct language into the Confirmation Order to reflect the exact agreement." Accordingly, SGEF's objection to confirmation of the Plan is limited to the extent that the Plan itself does not reflect the latest agreement between Debtor and SGEF for SGEF's Class 3C claim, and requests that if, and when, the Plan is confirmed that it include the agreement between SGEF and Debtor as counsel for Debtor said it will. SGEF is a secured creditor of Debtor as assignee of a Security Agreement, dated April 30, 2008, and Promissory Note, dated September 17, 2009, in the principal amount of $335,232, between Debtor and Wells Fargo Equipment Finance, Inc. About John D. Oil & Gas; OZ Gas; and Great Plains Exploration Mentor, Ohio-based John D. Oil & Gas Co., is in the business of acquiring, exploring, developing, and producing oil and natural gas in Northeast Ohio. The Company has 58 producing wells. The Company also has one self storage facility located in Painesville, Ohio. The self-storage facility is operated through a partnership agreement between Liberty Self-Stor Ltd. and the Company. John D. Oil's affiliated entities -- Oz Gas, LTD., and Great Plains Exploration, LLC -- filed voluntary Chapter 11 petitions (Bankr. W.D. Pa. Case Nos. 12-10057 and 12-10058) on Jan. 11, 2012. Two days later, John D. Oil filed its own Chapter 11 petition (Bankr. W.D. Pa. Case No. 12-10063). On Nov. 21, 2011, at the request of the lender RBS Citizens, N.A., dba Charter One, a receiver was appointed for all three corporate Debtors, in the United States District Court for the Northern District of Ohio at case No. 11-cv-2089-CAB. District Judge Christopher A. Boyko issued an order appointing Mark E. Dottore as receiver. The Receivership Order was appealed to the Sixth Circuit Court of Appeals on Dec. 19, 2011, and the appeal is currently pending. Judge Thomas P. Agresti oversees the Chapter 11 cases. Robert S. Bernstein, Esq., at Bernstein Law Firm P.C., serves as counsel to the Debtors. Each of Great Plains and Oz Gas estimated $10 million to $50 million in assets and debts. John D. Oil's balance sheet at Dec. 31, 2011, showed $6.98 million in total assets, $13.26 million in total liabilities, and a stockholders' deficit of $6.28 million. The petitions were signed by Richard M. Osborne, CEO. The United States Trustee said a committee under 11 U.S.C. Sec. 1102 has not been appointed because no unsecured creditor responded to the U.S. Trustee's communication for service on the committee. HDOS ENTERPRISES: Court Enters Final Decree Closing Case -------------------------------------------------------- Dan Smith, disbursing agent for Bohica Liquidation, Inc., formerly HDOS Enterprises, notified the Bankruptcy Court that Bohica's Chapter 11 plan has been substantially consummated and all distributions have been made to creditors of the estate. On Nov. 20, 2014, the Court entered an order on the final decree and Nov. 25, Mr. Smith caused the Debtor to make the distributions to professionals. In this relation, there were no remaining administrative obligations in the Debtor's Chapter 11 cases. The Debtor notified the Court that the Effective Date of its Plan of Reorganization occurred on Oct. 24, 2014. The Debtor is now known as BOHICA Liquidation, Inc. The Plan is confirmed pursuant to Section 1129(a) of the Bankruptcy Code. About Hot Dog On A Stick Established in 1946 in Southern California, Hot Dog On A Stick -- http://www.hotdogonastick.com-- is known for its fair-inspired menu of corn dogs, lemonades, and a sampling of other menu items such as cheese on a stick, hot dog in a bun, fries, and funnel cake sticks. HDOS is owned by its employees. HDOS Enterprises sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 14-12028) on Feb. 3, 2014. The case is assigned to Judge Neil W. Bason. The Debtor's counsel is represented by Jerome Bennett Friedman, Esq., Stephen F. Biegenzahn, Esq., and Michael D. Sobkowiak, Esq., at Friedman Law Group, P.C., in Los Angeles, California. Rust Consulting Omni Bankruptcy, a division of Rust Consulting, serves as claims, noticing and balloting agent. The Law Offices of Brian H. Cole serves as special counsel. The petition was signed by Dan Smith, president and CEO. The U.S. Trustee has appointed three members to an official committee of unsecured creditors. The Committee retained Jeffrey N. Pomerantz, Esq., at Pachulski Stang Ziehl & Jones LLP, in Los Angeles, California, as counsel. IDERA PHARMACEUTICALS: Appoints Chief Executive Officer ------------------------------------------------------- Idera Pharmaceuticals, Inc., has appointed Vincent J. Milano as chief executive officer, effective Dec. 1, 2014. Mr. Milano was also appointed to the Company's Board of Directors. Mr. Milano previously served as chairman, president and chief executive officer of ViroPharma Incorporated, where he led the building of an international organization with multiple products for the treatment of patients with rare diseases. Mr. Milano succeeds Sudhir Agrawal, D.Phil., who will continue to lead scientific research as president of Research and serve on Idera's Board of Directors. "We're very pleased to have Vin join us as we advance the development of Idera's therapeutic candidates and drug discovery technologies," said Jim Geraghty, Chairman of the Board of Directors of Idera Pharmaceuticals. "Vin is an experienced biopharmaceutical executive with a proven track record of value creation, who led ViroPharma to become a widely admired company successfully delivering innovative treatments to patients with serious unmet medical needs." Mr. Geraghty added, "Under Sudhir's leadership, Idera has developed cutting-edge scientific platforms, moved promising therapeutic candidates into clinical development, and built a world-class team. As a co-founding scientist and a pioneer in the field of nucleic acid therapeutics, he will continue to lead scientific research for the Company." Vincent Milano, chief executive officer of Idera Pharmaceuticals, stated, "I believe Idera has an outstanding combination of people, clinical opportunities and technology platforms. Idera is well positioned to drive transformational advances in medicine, and I'm excited to join the Company at this important time. I look forward to working with Sudhir and the team to further build the organization, unlock the value of its development programs and realize the full potential of its scientific platforms. As we do so, we'll remain focused on addressing serious unmet patient needs." Dr. Sudhir Agrawal, president of Research at Idera Pharmaceuticals, said, "I am very pleased to welcome Vin to Idera to lead us as we transition the Company to advance multiple drug candidates toward potential commercialization. Vin brings tremendous expertise in building a company to commercialize novel therapeutics for serious unmet medical needs. With Vin leading our executive management team, we believe Idera's ability to develop and deliver important new medicines to patients is significantly enhanced." Mr. Milano, 51, most recently served as Chairman, president and chief executive officer of ViroPharma, which was acquired by Shire Pharmaceuticals in January 2014. Under his stewardship, ViroPharma became a leading developer of innovative therapies for rare diseases, with the approval and commercialization of its lead product, Cinryze, for the treatment of hereditary angioedema in the United States and Europe. Mr. Milano joined ViroPharma in 1996 and served as vice president, chief financial officer and treasurer from 1997 to 2006 prior to becoming chief executive officer. He was instrumental in building the company, including leading efforts in raising nearly $900 million in capital, as well as acquisitions of Lev Pharmaceuticals and the drug Vancocin from Eli Lilly. In addition, he played critical roles in business development and investor relations activities for ViroPharma, as well as contributed significantly to establishing the strategic focus of the company. Prior to joining ViroPharma, he served as a senior manager at KPMG LLP, an independent registered public accounting firm. Mr. Milano currently serves on the Boards of Directors of Spark Therapeutics, Vanda Pharmaceuticals (NASDAQ: VNDA) and VenatoRx. He received his Bachelor of Science degree in accounting from Rider College. In connection with his joining the Company, Mr. Milano and the Company entered into an employment letter dated Dec. 1, 2014, under which Mr. Milano will receive an annual base salary of $600,000 per year and will be eligible to receive an annual bonus of up to 50% of Mr. Milano's annual base salary based on the achievement of both individual and Company performance objectives as developed and determined by the Board. Mr. Milano has not been elected to any committees of the Board. There was no arrangement or understanding between Mr. Milano and any other persons pursuant to which Mr. Milano was elected as a director and there are no related party transactions between Mr. Milano and the Company. About Idera Pharmaceuticals Cambridge, Massachusetts-based Idera Pharmaceuticals, Inc., is a clinical stage biotechnology company engaged in the discovery and development of novel synthetic DNA- and RNA-based drug candidates that are designed to modulate immune responses mediated through Toll-like Receptors, or TLRs. The Company has two drug candidates, IMO-3100, a TLR7 and TLR9 antagonist, and IMO-8400, a TLR7, TLR8, and TLR9 antagonist, in clinical development for the treatment of autoimmune and inflammatory diseases. Idera Pharmaceuticals reported a net loss of $18.22 million in 2013, a net loss of $19.24 million in 2012 and a net loss of $23.77 million in 2011. The Company's balance sheet at Sept. 30, 2014, showed $60.63 million in total assets, $7.81 million in total liabilities and $52.82 million in total stockholders' equity. IMPAX LABORATORIES: S&P Assigns 'BB' CCR; Outlook Stable -------------------------------------------------------- Standard & Poor's Ratings Services assigned a 'BB' corporate credit rating to Impax Laboratories Inc. The outlook is stable. S&P also assigned a 'BBB-' issue-level rating to the company's $485 million credit facility, which consists of a $50 million revolver and a $435 million term loan B. The recovery rating is a '1', indicating very high (90% to 100%) recovery in the event of payment default. "The ratings on Impax reflect the company's limited scale and market share in the generic pharmaceutical market with an even narrower presence in the branded pharmaceutical space," said Standard & Poor's credit analyst Tahira Wright. The rating also reflects existing headwinds at the company's manufacturing facilities that are preventing timely launches of the company's branded RYTARY drug and other generic drugs. These factors support S&P's assessment of the company's business risk profile as weak. S&P expects pro forma the transaction the company will operate with leverage at 1.5x in 2015, reflective of a modest financial risk profile. S&P views the company's business as less favorable compared with similarly rated peers in the 'BB' category given existing business challenges that could lead to possible delays in product launches. This could result in Impax not achieving our 2015 base-case scenario. The stable outlook reflects S&P's view that the company will successfully integrate the debt-financed acquisition and launch their branded drug RYTARY in early 2015, key components to S&P's base-case scenario. A downgrade could occur if problems at the company's manufacturing facilities delay the launch of RYTARY and other pipeline drugs. Such a delay would prevent the company from meeting S&P's base- case expectations, which will result in debt to EBITDA above 2x. Continued disruptions at its manufacturing facilities could also result in a reassessment of business risks for this issuer. An upgrade is not likely in the near term given the current headwinds the company faces with resolving challenges at its existing manufacturing facilities. However, S&P could consider an upgrade if the company can successfully remediate these challenges and demonstrate that they will not likely reoccur while achieving S&P's base-case expectations and maintaining a healthy drug portfolio pipeline. INTEGRATED BIOPHARMA: Three Directors Elected at Annual Meeting --------------------------------------------------------------- Integrated Biopharma, Inc., held its 2014 annual meeting of shareholders on Dec. 1, 2014, at which the shareholders elected William Milmoe, Christina Kay and Robert Canarick as Class II directors to serve until the 2017 Annual Meeting of Stockholders. The shareholders also ratified the appointment of Friedman, LLP, as the Company's independent auditors for the fiscal year ending June 30, 2015. About Integrated BioPharma Based in Hillside, N.J., Integrated BioPharma, Inc. (INBP.OB) -- -- http://www.healthproductscorp.us/-- is engaged primarily in manufacturing, distributing, marketing and sales of vitamins, nutritional supplements and herbal products. The Company's customers are located primarily in the United States. The Company was previously known as Integrated Health Technologies, Inc., and, prior to that, as Chem International, Inc. The Company was reincorporated in its current form in Delaware in 1995. The Company continues to do business as Chem International, Inc., with certain of its customers and certain vendors. Integrated Biopharma reported net income of $131,000 for the year ended June 30, 2014, compared to net income of $93,000 for the year ended June 30, 2013. As of Sept. 30, 2014, the Company had $13.14 million in total assets, $22.89 million in total liabilities and a $9.75 million total stockholders' deficiency. KASPER LAND: Wins Approval to Sell Property to Old Macs ------------------------------------------------------- The Bankruptcy Court authorized Kasper Land and Cattle Texas, LLC to (i) sell property pursuant to a purchase and sale agreement dated Nov. 11, 2014, with purchaser Old Macs Ghost, LLC; and (ii) make payments to secured creditors from the sales proceeds to the secured creditors in these amounts: a) to Herring Bank in the amount of $3,357,111, plus $1,549.25/day after Nov. 1, 2014 until closing of the sale toward principal and interest; b) to Herring Bank in the amount of $87,341 for attorneys' fees; c) to Chain-C, Inc. et al., in the amount of $11,124,973, plus $4,897/day after Nov. 1, 2014 until closing of the sale for principal and interest; and d) to Chain-C, Inc. et al., in the amount of $84,340 for attorneys' fees. The secured creditors consented to Debtor's sale of the ranch and all of Debtor's equipment to Old Mac Partners, LLC, or its designee, provided that the Debtors pay the secured creditors the full amount of the indebtedness owing to secured creditors including all post-maturity interest calculated at 18% per annum and all attorneys' fees and other expenses incurred. As reported in the Troubled Company Reporter on Nov. 5, 2014, the Debtor sought Court approval to sell 11,200 acres of land to Old Mac Partners, LLC. Kasper Land said the sale of the property, which is its only asset, would allow the company to pay all claims of its creditors in full, including more than $14 million in secured claims. Under the proposed deal, Old Mac Partners will pay the company at least the amount anticipated to be owing to its creditors as well as its attorneys and the U.S. trustee, who hold administrative claims. Kasper Land's secured creditors will receive about $14.6 million, and additional payments for accrued interest and attorneys' fees once the company closes the sale. Its unsecured creditor, which is owed $6,750, will also get paid from the proceeds of the sale, according to court filings. The sale can proceed independently of Kasper Land's plan of reorganization, according to the company's lawyer, Bill Kinkead, Esq., at Kinkead Law Offices, in Amarillo, Texas. "The plan is premised on transactions that are different than, and inconsistent with, the proposed sale," Mr. Kinkead said in a court filing. If the proposed sale closes, Kasper Land will withdraw its plan. However, if the sale does not close, the company will request confirmation of and will consummate the plan, according to the lawyer. A copy of the sale agreement is available for free at: http://bankrupt.com/misc/KasperLand_91_84_saleagreement.pdf The secured creditors are represented by: David R. Langston, Esq. MULLIN HOARD & BROWN, LLP P.O. Box 2585 Lubbock, TX 79408 Tel: (806) 765-7491 Fax: (806) 765-0553 E-mail: drl@mhba.com Web site: www.mullinhoard.com and Don D. Sunderland, Esq. MULLIN HOARD & BROWN, LLP 500 South Taylor, Suite 800, LB #213 P.O. Box 31656 Amarillo, TX 79120-1656 Tel: (806) 337-1117 Fax: (806) 372-5086 E-mail: dsunderl@mhba.com Web site: www.mullinhoard.com About Kasper Land and Cattle Kasper Land and Cattle Texas, LLC, sought Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No. 14-20074) in Amarillo, Texas, on March 3, 2014. Bill Kinkead, Esq., at Kinkead Law Offices, serves as counsel to the Debtor. The Debtor disclosed $23,170,640 in assets and $13,420,213 in liabilities as of the Chapter 11 filing. KOTARIDES ENTERPRISES: Voluntary Chapter 11 Case Summary -------------------------------------------------------- Debtor: Kotarides Enterprises, Inc. 1021 High Street Portsmouth, VA 23704 Case No.: 14-74364 Chapter 11 Petition Date: December 2, 2014 Court: United States Bankruptcy Court Eastern District of Virginia (Norfolk) Judge: Hon. Stephen C. St. John Debtor's Counsel: W. Greer McCreedy, II, Esq. THE MCCREEDY LAW GROUP, PLLC 413 West York St Norfolk, VA 23510 Tel: (757)233-0045 Fax: 757-233-7661 E-mail: McCreedy@McCreedylaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $500,000 to $1 million The petition was signed by Christopher P. Kotarides, Jr., sole officer and director. The Debtor did not file a list of its largest unsecured creditors when it filed the petition. LOCATION BASED TECHNOLOGIES: Amends Code of Business Conduct ------------------------------------------------------------ Location Based Technologies, Inc.'s Board of Directors approved an amendment to the Company's Code of Business Conduct to include a "trading window" that requires all directors and officers and those certain identified employees of the Company to refrain from conducting transactions involving the purchase or sale of the Company's securities other than through a validly established 10b5-1 plan, and during the period commencing at the open of market on the third trading day following the date of public disclosure of the financial results for a particular fiscal quarter or year and continuing until the close of market on the 10th trading day after the Trading Window was opened. A copy of the Amended Code of Business Conduct is available for free at http://is.gd/wMUorJ About Location Based Technologies Irvine, Calif.-based Location Based Technologies, Inc., designs, develops, and sells leading-edge personal locator devices and services. The Company incurred a net loss of $11.04 million for the year ended Aug. 31, 2013, as compared with a net loss of $7.96 million for the year ended Aug. 31, 2012. Location Based reported a net loss of $5.14 million on $1.70 million of total net revenue for the year ended Aug. 31, 2014, compared to a net loss of $11.04 million on $1.91 million of total net revenue for the year ended Aug. 31, 2013. As of Aug. 31, 2014, the Company had $2.32 million in total assets, $12.31 million in total liabilities and a $9.98 million total stockholders' deficit. Friedman LLP, in East Hanover, New Jersey, issued a "going concern" qualification on the consolidated financial statements for the year ended Aug. 31, 2014, citing that the Company's operating losses raise substantial doubt about its ability to continue as a going concern. Bankruptcy Warning "[W]e remain obligated under a significant amount of notes payable, and Silicon Valley Bank has been granted security interests in our assets. If we are unable to pay these or other obligations, the creditors could take action to enforce their rights, including foreclosing on their security interests, and we could be forced into liquidation and dissolution. We are also delinquent on a number of our accounts payable. Our creditors may be able to force us into involuntary bankruptcy," the Company stated in the Fiscal 2014 Report. LEHR CONSTRUCTION: Court Approves Settlement Agreement with RSSM ---------------------------------------------------------------- The Bankruptcy Court approved the settlement agreement and release between Jonathan L. Flaxer, as Chapter 11 trustee for Lehr Construction Corp., and Rosen Seymour Shapss Martin & Company LLP. The RSSM Agreement dated Sept. 8, 2014, provides that, among other things, all persons and entities who filed or could have filed a claim in the Debtor's chapter 11 case are enjoined from: i) commencing or continuing any and all past, present or future claims against RSSM based on, relating to, or arising from, the subject matter of the Trustee Released Claims, in any court or forum, that are duplicative or derivative of any claim that is subject to the automatic stay of section 362 of the Bankruptcy Code or that the Trustee, the estate or the Debtor has, ever had, or could have brought by or on behalf of the Debtor or its Estate, but not any claim against RSSM held solely by an individual creditor unrelated to the Debtor or the estate; ii) the enforcement, levy, attachment, collection or other recovery by any means, whether directly or indirectly, of any award, decree, or other order against a RSSM that arises out of an enjoined claim; iii) the creation, perfection or enforcement of any encumbrance in any manner directly or indirectly against RSSM that arises out of an enjoined claim; and iv) any act to obtain possession or property or exercise control over the property of RSSM to the extent that such act arises out of any enjoined claim. About Lehr Construction New York-based Lehr Construction Corp. was founded in 1979. It specializes in interior construction and serves clients mainly throughout the New York metropolitan area. It serves as construction manager and general contractor for its clients Lehr filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 11-10723) on Feb. 21, 2011. James A. Beldner, Esq., at Cooley LLP, serves as the Debtor's bankruptcy counsel. The Debtor estimated its assets and debts at $10 million to $50 million. Rust Consulting/Omni Claims Agent serves as claims and noticing agent. Jonathan Flaxer is the Chapter 11 Trustee for Lehr Construction. He is represented by Douglas L. Furth, Esq., at Goldenbock Eiseman Assor Bell & Peskoe LLP, in New York. Wolf Haldenstein Adler Freeman & Hertz serves as conflicts counsel to the trustee. Marotta Gund Budd & Dzera, LLC, serves as trustee's financial advisor. Tracy Hope Davis, the U.S. Trustee for Region 2, appointed five creditors to serve on the Official Committee of Unsecured Creditors in the Debtor's case. Fred Stevens at Klestadt & Winters, LLP represents the Committee. LONG BEACH MEDICAL: Court OKs Polsky Advisors as Committee Advisor ------------------------------------------------------------------ The Official Committee of Unsecured Creditors in the case of Long Beach Medical Center, formerly Long Beach Memorial Hospital, sought and obtained permission from the U.S. Bankruptcy Court for the Eastern District of New York to retain Polsky Advisors LLC as its financial advisor nunc pro tunc from July 28, 2014 through September 30, 2014. Polsky Advisors has provided the Committee with assistance in connection with the bankruptcy, sale process, estate dissolution and plan of liquidation of the Debtors. Certain of the advisory services and assistance Polsky rendered to the Committee may be summarized as: a. Assisted the Committee and its counsel in connection with various ongoing case financial and litigation matters; b. Assisted the Committee in its analysis of potential for recovery and pursuit of funds back to the estates from voidable transactions, fraudulent transfers, preference payments, D & O claims and other case litigation matters; c. Advised the Committee in connection with resolution of issues relating to the sale of the Debtors' assets; met with the Debtors' wind-down staff on a periodic basis to monitor resolution of open issues; and d. Assisted the Committee in connection with the Debtors' liquidation process, including assistance in the development of a plan(s) of liquidation and related disclosure statement(s), modeling of creditor recoveries and other financial analyses. Daniel Polsky is the founder of Polsky Advisors and the main professional involved in the engagement. He has a $500 hourly rate for his services. The Polsky Advisors' fee application is also expected to include a request for reimbursement of reasonable expenses, including travel, report production, delivery services, and other costs incurred in providing the services. The Committee previously Deloitte Transactions and Business Analytics LLP (DTBA) as its financial advisor, effective as February 28, 2014. On April 8, 2014, the Court approved DTBA's retention as financial advisor to the Committee nunc pro tunc to February 28, 2014. Mr. Polsky, formerly a Director at DTBA, led this financial advisory engagement on behalf of DTBA until his departure from DTBA on July 25, 2014. At that time, Mr. Polsky created the entity Polsky Advisors LLC to provide restructuring advisory services, and the Committee has had Mr. Polsky of Polsky Advisors continue to work on the Debtors' cases in order to provide continuity through the remainder of these cases. The Application for Polsky Advisors is not intended to completely replace the engagement of DTBA. Rather, the same personnel at DTBA has continued to perform services on this engagement for the Committee, but were directed by Mr. Polsky of Polsky Advisors who continued to lead the engagement as he formerly did at DTBA. Mr. Polsky assured the Court that his Firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The Firm's business address is: POLSKY ADVISORS LLC 18 Ridgecrest East Scarsdale, NY 10583 Tel No: (914)393-6098 E-mail: ds.polsky@verizon.net The engagement of Polsky Advisors terminated as of September 30, 2014 as Mr. Polsky has joined Getzler Henrich & Associates LLC. About Long Beach Medical Center Long Beach Medical Center, formerly Long Beach Memorial Hospital, was a 162-bed, community-based hospital offering primary, acute, emergency and long-term health care to residents of Long Beach, New York. Founded in 1922, LBMC was a teaching facility for the New York College of Osteopathic Medicine. LBMC was shut down after superstorm Sandy devastated the hospital in October 2012. Long Beach Memorial Nursing Home Inc, runs the The Komanoff Center for Geriatric and Rehabilitative Medicine, a 200-bed skilled nursing facility affiliated with LBMC. It provides services for residents requiring long term nursing home care and short term post-acute (sub-acute) care. Currently there are 127 residents of Komanoff. Long Beach Medical Center and Long Beach Memorial Nursing Home d/b/a The Komanoff Center for Geriatric and Rehabilitative Medicine, sought Chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Case Nos. 14-70593 and 14-70597) on Feb. 19, 2014. Long Beach Medical Center scheduled $17,400,606 in total assets and $84,512,298 in total liabilities. Garfunkel Wild P.C. serves as the Debtors' counsel. GCG, Inc., is the Debtors' claims and noticing agent. The Hon. Alan S. Trust presides over the cases. The U.S. Trustee has appointed three members to the official committee of unsecured creditors. The panel retained Klestadt & Winters, LLP, led by Sean C. Southard, Esq., as counsel. * * * In May 2014, Long Beach Medical Center was sold at auction to two buyers. South Nassau Communities Hospital originally offered $21 million for both the hospital and the affiliated 200-bed Komanoff nursing home. South Nassau won the hospital auction with a bid of $10.25 million, plus the assumption of $1 million in employee liabilities. South Nassau will sell the hospital's equipment and guarantee Long Beach at least $500,000. The nursing home went to several individuals for $15.6 million, plus assumption of employee liabilities and as much as $1.1 million in known or unknown health-care program debt. As a breakup fee, South Nassau receives $450,000 and repayment of as much as $4.5 million in loans it made to finance the Chapter 11 case. LONG BEACH MEDICAL: Committee Can Tap Getzler as Financial Advisor ------------------------------------------------------------------ The Official Committee of Unsecured Creditors in the case of Long Beach Medical Center, formerly Long Beach Memorial Hospital, sought and obtained permission from the U.S. Bankruptcy Court for the Eastern District of New York to retain Getzler Henrich & Associates, LLC, as its financial advisor nunc pro tunc to Oct. 1, 2014. Daniel S. Polsky serves as managing director of GH. The Committee previously tapped Deloitte Transactions and Business Analytics LLP (DTBA) as its financial advisor, effective as February 28, 2014. On April 8, 2014, the Court approved DTBA's retention as financial advisor to the Committee nunc pro tunc to February 28, 2014. Mr. Polsky, formerly a Director at DTBA, led the financial advisory engagement on behalf of DTBA until his departure from the firm on July 25, 2014. At that time, Mr. Polsky created the entity Polsky Advisors LLC to provide restructuring advisory services, and the Committee has had Mr. Polsky of Polsky Advisors continue to work in their cases in order to provide continuity through the remainder of their cases. Polsky Advisors' engagement terminated as of September 30, 2014. On October 1, 2014, Mr. Polsky joined GH. Mr. Polsky, now at the GH Firm, continues to direct the continuing resources used from DTBA, which has enabled a continuum of uninterrupted services to the Committee. To avoid any duplication of effort and cost, DTBA has not incurred additional time charges for new case professionals since Mr. Polsky's departure in July 2014. As financial advisor, Getzler Henrich will, among other things: a. Assist the Committee and its counsel in connection with various ongoing case financial and litigation matters; b. Assist the Committee in its oversight and monitoring of the ongoing wind-down of the Debtors' estates; report periodically to the Committee on ongoing case issues and financial matters; and c. Assist the Committee in connection with its analysis and resolution of issues related to claims filed against the Debtors including administrative, priority or unsecured claims, executory contracts, case litigation and related damages analysis. The Firm's standard rates are: Personnel Classification Applicable Hourly Rates ------------------------ ----------------------- Principal/Managing Director $500 Directors $400 Associates $300 Paraprofessionals $160 Daniel Polsky has continued to serve as the engagement leader for the financial advisor representation of the Committee and has maintained overall responsibility for the engagement. Alex Berbit of DBTA will continue to serve as the engagement manager, coordinating the management of the engagement. The Committee understands that Dan Polsky and Alex Berbit will be the primary team for the Committee financial advisor representation, to be supplemented with personnel from their respective firms, without duplication, as needed and as approved by the Committee. Mr. Polsky assures the Court that the GH Firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The Firm can be reached at: GETZLER HENRICH & ASSOCIATES LLC 295 Madison Avenue 20th Floor New York, NY 10017 Tel No: (212)-697-2400 Fax No: (212)-597-4812 About Long Beach Medical Center Long Beach Medical Center, formerly Long Beach Memorial Hospital, was a 162-bed, community-based hospital offering primary, acute, emergency and long-term health care to residents of Long Beach, New York. Founded in 1922, LBMC was a teaching facility for the New York College of Osteopathic Medicine. LBMC was shut down after superstorm Sandy devastated the hospital in October 2012. Long Beach Memorial Nursing Home Inc, runs the The Komanoff Center for Geriatric and Rehabilitative Medicine, a 200-bed skilled nursing facility affiliated with LBMC. It provides services for residents requiring long term nursing home care and short term post-acute (sub-acute) care. Currently there are 127 residents of Komanoff. Long Beach Medical Center and Long Beach Memorial Nursing Home d/b/a The Komanoff Center for Geriatric and Rehabilitative Medicine, sought Chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Case Nos. 14-70593 and 14-70597) on Feb. 19, 2014. Long Beach Medical Center scheduled $17,400,606 in total assets and $84,512,298 in total liabilities. Garfunkel Wild P.C. serves as the Debtors' counsel. GCG, Inc., is the Debtors' claims and noticing agent. The Hon. Alan S. Trust presides over the cases. The U.S. Trustee has appointed three members to the official committee of unsecured creditors. The panel retained Klestadt & Winters, LLP, led by Sean C. Southard, Esq., as counsel. * * * In May 2014, Long Beach Medical Center was sold at auction to two buyers. South Nassau Communities Hospital originally offered $21 million for both the hospital and the affiliated 200-bed Komanoff nursing home. South Nassau won the hospital auction with a bid of $10.25 million, plus the assumption of $1 million in employee liabilities. South Nassau will sell the hospital's equipment and guarantee Long Beach at least $500,000. The nursing home went to several individuals for $15.6 million, plus assumption of employee liabilities and as much as $1.1 million in known or unknown health-care program debt. As a breakup fee, South Nassau receives $450,000 and repayment of as much as $4.5 million in loans it made to finance the Chapter 11 case. LONGVIEW POWER: Trial Over Insurance Dispute to Begin Jan. 20 ------------------------------------------------------------- Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that U.S. District Judge Leonard P. Stark upheld the approval of the settlement between Longview Power LLC, and its principal contractor, Foster Wheeler North America Corp., and ruled that it was no mistake to halt the California suit initiated by First American Title Insurance Co. According to the report, as a result of Judge Stark's ruling, First American is left to fight only in bankruptcy court over whether the title policy can be used as the plan provides. The trial is scheduled to begin on Jan. 20. The Bloomberg report recalled that the linchpin of Exide's Chapter 11 plan is use of an $825 million title insurance policy provided by First American to pay the claims of Kvaerner North American Construction Inc., and Siemens Energy Inc., other major contractors of Exide, if their mechanics' liens are found to come ahead of the lenders' secured claims. During bankruptcy, First American sued in California state court the secured lenders, seeking a declaration that the policy can't be used in connection with the plan, the report further recalled. About Longview Power Longview Power LLC is a special purpose entity created to construct, own, and operate a 695 MW supercritical pulverized coal-fired power plant located in Maidsville, West Virginia, just south of the Pennsylvania border and approximately 70 miles south of Pittsburgh. The project is owned 92% by First Reserve Corporation (First Reserve or sponsor), a private equity firm specializing in energy industry investments, through its affiliate GenPower Holdings (Delaware), L.P., and 8% by minority interests. Longview Power, LLC, filed a Chapter 11 (Bank. D. Del. Lead Case 13-12211) on Aug. 30, 2013. The petitions were signed by Jeffery L. Keffer, the Company's chief executive officer, president, treasurer and secretary. The Debtor estimated assets and debts of more than $1 billion. Judge Brendan Linehan Shannon presides over the case. Kirkland & Ellis LLP and Richards, Layton & Finger, P.A., serve as the Debtors' counsel. Lazard Freres & Company LLC acts as the Debtors' investment bankers. Alvarez & Marsal North America, LLC, is the Debtors' restructuring advisors. Ernst & Young serves as the Debtors' accountants. The Debtors' claims agent is Donlin, Recano & Co. Inc. The Debtor disclosed assets of $1,717,906,595 plus undisclosed amounts and liabilities of $1,075,748,155 plus undisclosed amounts. Roberta A. DeAngelis, U.S. Trustee for Region 3, disclosed that as of Sept. 11, 2013, a committee of unsecured creditors has not been appointed in the case due to insufficient response to the U.S. Trustee's communication/contact for service on the committee. MASON COPPELL: Liquidating Plan Approved ---------------------------------------- Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that a Dallas bankruptcy judge has issued an order confirming the Chapter 11 liquidating plan proposed by the Official Committee of Unsecured Creditors for Mason Coppell OP LLC. Under the Plan, the Committee proposes to administer the assets through a Liquidating Trust and appoint a Liquidating Trustee to, among other things: (1) allocate the sale proceeds as set forth in the Plan; (2) pay all secured claims, administrative expenses and priority claims; (3) liquidate all remaining assets, converting those assets to cash; and (4) distribute the cash to unsecured creditors pursuant to the terms of the Plan. Secured claims of Oxford Finance LLC will only be paid out of the assets of the Debtors obligated to Oxford Finance LLC. Mason Mesquite's estate will pay 20% of the Chapter 11 Administrative Claims incurred during the administration of the Bankruptcy Cases and 100% of any tax, secured or other priority claims asserted against its estate. The remaining cash will be allocated to a Liquidation Reserve established for the Oxford Debtors (the "Oxford Debtor Reserve") and used to pay the Oxford Secured Claim, the remaining 80% of the Chapter 11 Administrative Claims, and all other tax, secured or priority claims asserted against the Oxford Debtors. The Committee anticipates that general unsecured creditors of the Oxford Debtors will receive distributions of 4% to 7%, and creditors of Mason Mesquite will receive distributions in the range of 25% to 30% of their Allowed Claims. About Mason Coppell Mason Coppell OP, LLC, Mason Georgetown OP, LLC, Mason Mesquite OP, LLC, and Mason Round Rock OP, LLC operate five skilled nursing homes in Texas. Mason Georgetown RealCo, LLC, owns the real estate and building for the operations of Mason Georgetown. They initiated the Chapter 11 cases to effectuate a prompt transfer of their assets and operations to preserve patient safety and any potential value for creditors. Mason Coppell OP, LLC, et al., filed Chapter 11 bankruptcy petitions (Bankr. N.D. Tex. Case Nos. 14-31327 to 14-14-31334) on March 18, 2014. Judge Stacey Jernigan presides over the cases. The Debtors estimated assets of at least $10 million and debts of at least $10 million. The Debtors, except Mason Georgetown Realco, are represented by Joe E. Marshall, Esq., Thomas D. Berghman, Esq., and Timothy A. Million, Esq., at Munsch Hardt Kopf & Harr, P.C. Georgetown Realco is represented by Jonathan S. Covin, Esq., and Shayla L. Friesen, Esq., at Wick Phillips Gould & Martin, LLP. Deloitte Transactions and Business Analytics, LLP, acts as the Debtors' restructuring advisor with Louis Robichaux serving as chief restructuring officer. On March 28, 2014, the U.S. Trustee appointed an Unsecured Creditors' Committee in the cases. To date there has been no request made for the appointment of a trustee or examiner. Counsel for the Committee is Cox Smith Mathews Incorporated's Mark Andrews, Esq. Counsel for Oxford Finance, LLC, which is owed almost $16 million on a term loan and revolving credit, is Vedder Price P.C.'s Jon Aberman, Esq. Mason Coppell OP, LLC, et al., obtained Court authority to sell substantially all of their assets for a total of $16.1 million, consisting of $4.0 million for so-called facility assets and $12.1 million for the 142-bed nursing home facility commonly known as Estrella Oaks Rehabilitation Care Center, in Georgetown, Texas. At the closing of the sale, proceeds of the sale of the real property in the amount of $12.1 million, less adjustments, required U.S. Trustee fees, and required administrative expenses, will be paid to Oxford. Debtor Mason Friendswood OP, LLC, has separately sought authority to sell the Friendship Haven Health and Rehabilitation Center to ensure uninterrupted and continued care at the Facility. The Official Committee of Unsecured Creditors filed a Plan of Liquidation and accompanying Disclosure Statement on August 29, 2014. MOTORS LIQUIDATION: Wilmington Trust Files 2015 Wind Down Budget ---------------------------------------------------------------- Pursuant to the Amended and Restated Motors Liquidation Company GUC Trust Agreement dated as of June 11, 2012, and between the parties thereto, as amended, and that certain Order Authorizing the GUC Trust Administrator to Liquidate New GM Securities for the Purpose of Funding Fees, Costs and Expenses of the GUC Trust and the Avoidance Action Trust, dated March 8, 2012, issued by the Bankruptcy Court for the Southern District of New York, Wilmington Trust Company, in its capacity as trust administrator and trustee of the Motors Liquidation Company GUC Trust is required to provide on an annual basis the projected budgets for certain categories of expenses, other than Reporting and Transfer Costs, to FTI Consulting, Inc., in its capacity as the trust monitor of the GUC Trust, to the DIP Lenders (as defined in the GUC Trust Agreement), and to certain additional parties specified in the Liquidation Order. Copies of the calendar-year 2015 budgets for Wind-Down Costs and for Reporting and Transfer Costs are available at: http://is.gd/B5uZUs About Motors Liquidation General Motors Corporation and three of its affiliates 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. Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors in their restructuring efforts. Al Koch at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as the Chief Executive Officer for Motors Liquidation Company. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP is providing legal advice to the GM Board of Directors. GM's financial advisors are Morgan Stanley, Evercore Partners and the Blackstone Group LLP. 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 Company 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. NAARTJIE CUSTOM: South African Stores Go to Truworths for $2.7MM ---------------------------------------------------------------- Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that a bankruptcy judge in Salt Lake City, Utah, approved the sale of Naartjie Custom Kids Inc.'s intellectual property and stores in South Africa to Truworths Ltd. for $2.7 million. According to the report, an auction was canceled because there were no bids to compete with the Truworths offer. About Naartjie Custom Kids Naartjie Custom Kids, Inc., which designs, manufactures and sells children's clothing, accessories and footwear for ages newborn through 10 years old, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Utah Case No. 14-29666) on Sept. 12, 2014. The case is assigned to Judge William T. Thurman. The Debtor's counsel is Annette W. Jarvis, Esq., Jeffrey M. Armington, Esq., Benjamin J. Kotter, Esq., and Michael F. Thomson, Esq., at Dorsey & Whitney LLP, in Salt Lake City, Utah. The Official Committee of Unsecured Creditors is represented by Pachulski Stang Ziehl & Jones LLP as its counsel. Ray Quinney & Nebeker P.C. serves as local counsel. FTI Consulting, Inc. serves as its financial advisor. NET TALK.COM: Three Directors Removed From Board ------------------------------------------------ As a result of a vote of the shareholders representing at least a majority of the then outstanding common stock of Net Talk.Com, Inc., voting on Oct. 16, 2014, via written consent in lieu of a meeting, to remove each of Samer Bishay, Maged Bishara, and Nadir Aljasrawi from their positions serving as members of the Company's Board of Directors, and in accordance with Section 240.14c-2(b) of the Securities Exchange Act of 1934, as amended, each of Samer Bishay, Maged Bishara, and Nadir Aljasrawi were removed from their positions serving as members of the Company's Board of Directors. Also effective Nov. 26, 2014, the Board of Directors of the Company removed Mr. Samer Bishay from all positions Mr. Bishay holds with the Company, including serving as the Company's president, according to a regulatory filing with the U.S. Securities and Exchange Commission. About Net Talk.com Based in Miami, Fla., Net Talk.com, Inc., is a telephone company, that provides, sells and supplies commercial and residential telecommunication services, including services utilizing voice over internet protocol technology, session initiation protocol technology, wireless fidelity technology, wireless maximum technology, marine satellite services technology and other similar type technologies. Net Talk.com a net loss of $4.78 million on $6.02 million of net revenues for the year ended Dec. 31, 2013, as compared with a net loss of $14.71 million on $5.79 million of net revenues in 2012. As of June 30, 2014, the Company had $5.07 million in total assets, $12.42 million in total liabilities and a $7.35 million total stockholders' deficit. Zachary Salum Auditors P.A., in Miami, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company has incurred significant recurring losses from operations, its total liabilities exceeds its total assets, and is dependent on outside sources of funding for continuation of its operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. NII HOLDINGS: Has Deal With Noteholders for Debt-Equity Plan ------------------------------------------------------------ NII Holdings Inc. and its Official Committee of Unsecured Creditors are filing a plan that will grant shares of new stock to noteholders and wipe out shareholders. The Plan will incorporate terms of a plan support agreement ("PSA") reached with noteholders, namely entities managed by Aurelius Capital Management, LP, entities managed by Capital Research and Management Company, and American Tower Corporation, American Tower do Brasil - Cessao de Infraestruturas Ltda. and MATC Digital S. de R.L. de C.V. The PSA requires the Debtors to exit bankruptcy by April 2015. The PSA will terminate in the event: (1) The Debtors have not filed the Plan, Disclosure Statement and a PSA motion by Dec. 18, 2014; (2) The Debtors fail to obtain orders approving the Disclosure Statement and the PSA by Jan. 30, 2015; (3) The Bankruptcy Court has not convened a hearing on the confirmation of the Plan on or before March 26, 2015; (4) The Bankruptcy Court has not entered an order confirming the Plan on or before April 8, 2015; and (5) The effective date of the Plan has not occurred by April 22, 2015. As of June 30, 2014, the Debtors had approximately $4.35 billion in principal amount of senior unsecured notes outstanding comprised of: * $800 million in principal amount of 10% senior unsecured Notes issued in August 2009 by NII Capital Corp., due in 2016 (the "10% Notes"); * $500 million in principal amount of 8.875% senior unsecured Notes issued in December 2009 by NII Capital due in 2019 (the "8.875% Notes"); * $1.45 billion in principal amount of 7.625% senior unsecured Notes issued in March and December 2011 by NII Capital due in 2021 (the "7.625% Notes"); * $900 million in principal amount of 11.375% senior unsecured Notes issued in February and April 2013 by International Telecom, due in 2019 (the "11.375% Notes"); and * $700 million in principal amount of 7.875% senior unsecured Notes issued in May 2013 by International Telecom, due in 2019 (the "7.875% Notes"). Under the Plan, the Holders of Notes shall be provided with the option to subscribe to purchase $250 million of New NII Common Stock pursuant to a rights offering. Upon the Effective Date, the New Board will adopt a management incentive plan, including (i) restricted stock units for up to 2.5% of the New NII Common Stock and (ii) options to purchase up to 2.5% of the New NII Common Stock with any applicable exercise price to be determined by the New Board (collectively, the "MIP Shares"). The Plan will provide for the issuance of $250 million of new debt. According to the Plan Term Sheet, the Plan proposes to treat claims and interests as follows: -- Holders of 2016 Capco Notes and 2019 Capco Notes owed $1.36 billion will receive their pro rata share of 25.43% of the New NII Common Stock Pool, subject to dilution by the Rights Offering Shares and the MIP Shares. -- Holders of 2021 Capco Notes owed $1.5 billion will receive their pro rata share of 11.06% of the New NII Common Stock Pool, subject to dilution by the Rights Offering Shares and the MIP Shares. -- Holders of 11.375% and 7.875% Luxco Notes owed $1.69 billion Will receive their pro rata share of 63.51% of the New NII Common Stock Pool, subject to dilution by the Rights Offering Shares and the MIP Shares. -- Recovery and treatment for all holders of allowed general unsecured claims against Capco, Luxco, Holdings, and other Debtors will be determined by the Plan Proponents, subject to consent of the Consenting Noteholders. -- Each holder of an allowed Convenience Class claim will receive an amount equal to 100% of such claim in cash on or as soon after the Effective Date as practicable, subject to a cap. -- Existing NII Equity Interests shall be extinguished, cancelled and discharged as of the Effective Date, and holders of Existing NII Equity Interests shall receive no distribution in respect of their equity interests. A copy of the Plan Support Agreement dated Nov. 24, 2014, is available for free at: Capital Group is represented by: Andrew N. Rosenberg, Esq. Elizabeth R. McColm, Esq. PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP 1285 Avenue of the Americas New York, NY 10019 Fax No. 212-373-3000 E-mail: arosenberg@paulweiss.com emccolm@paulweiss.com Aurelius is represented by: Daniel H. Golden, Esq. David H. Botter, Esq. Brad M. Kahn, Esq. AKIN GUMP STRAUSS HAUER & FELD LLP One Bryant Park Bank of America Tower New York, NY 10036 Fax No. 212-872-1002 E-mail: dgolden@akingump.com dbotter@akingump.com bkahn@akingump.com AMT is represented by: Kathryn A. Coleman, Esq. Christopher Gartman, Esq. HUGHES HUBBARD & REED LLP One Battery Park Plaza New York, NY 10004 Fax No.: 212-422-4726 E-mail: katie.coleman@hugheshubbard.com chris.gartman@hugheshubbard.com The Committee's counsel can be reached at: Kenneth H. Eckstein, Esq. Stephen D. Zide, Esq. KRAMER LEVIN NAFTALIS & FRANKEL LLP 1177 Avenue of the Americas New York, NY 10036 Fax No.: 212-715-8100 E-mail: keckstein@kramerlevin.com szide@kramerlevin.com About NII Holdings NII Holdings Inc. through its subsidiaries provides wireless communication services for businesses and consumers in Brazil, Mexico and Argentina. NII Holdings has the exclusive right to use the Nextel brand in its markets pursuant to a trademark license agreement with Sprint Corporation and offers unique push-to-talk ("PTT") services associated with the Nextel brand in Latin America. NII Holdings' shares of common stock, par value $0.001, are publicly traded under the symbol NIHD on the NASDAQ Global Select Market. NII Holdings and its affiliated debtors sought bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 14-12611) in Manhattan on Sept. 15, 2014. The Debtors' cases are jointly administered and are assigned to Judge Shelley C. Chapman. The Debtors have tapped Jones Day as counsel and Prime Clerk LLC as claims and noticing agent. The U.S. Trustee for Region 2 appointed five creditors of NII Holdings to serve on the official committee of unsecured creditors. Kramer Levin Naftalis & Frankel LLP serves as lead counsel to the Creditors Committee, while FTI Consulting, Inc., acts its financial advisor. NII HOLDINGS: Seeks Approval of Key Employee Incentive Plan ----------------------------------------------------------- NII Holdings, Inc., and its debtor-subsidiaries ask the Bankruptcy Court to enter an order approving (a) a key employee incentive plan for certain of their senior management employees, (b) the inclusion of three employees who are, or could potentially have been deemed, insiders of the Debtors in the Debtors' ordinary course cash bonus incentive plan and (c) any payments that may become due under the Debtors' severance plan to certain employees as administrative expenses of the Debtors' estates. The KEIP will provide performance incentives for five of the Debtors' most senior level executives and three senior-level employees with the title of Vice President. The KEIP is comprised of two components: (a) the Cash Bonus Incentive Plan; and (b) a restructuring metric, the achievement of which provides an additional cash payment tied to either (i) the confirmation of a chapter 11 plan based on the speed of the confirmation process or (ii) a sale of assets (or combination of a sale / chapter 11 plan) based on both speed and enterprise value. The Debtors estimate that the total cost of the KEIP, assuming the achievement of target performance under each Cash Bonus Incentive Plan metric and the Restructuring Metric, would be $8.86 million. Three employees were excluded from the initial relief sought in the Wage & Benefit Motion with respect to the Cash Bonus Incentive Plan because of the possibility that they might be deemed "insiders" under the Bankruptcy Code. The three employees include (a) a non-insider expatriate, (b) a non-insider vice president and (c) a non-senior management "insider". The total cost of the three employees' participation in the Cash Bonus Incentive Plan over the four quarters ending June 30, 2015, assuming that target goals are met, is $452,505 in the aggregate. The Debtors' severance plan has been in existence since 2003. the Debtors believe two Severance Plan Participants currently could potentially become eligible for a Severance Payment that would exceed an amount greater than ten times the amount of the of the mean Severance Payments made to non-management employees in the 2014 calendar year (the "Statutory Cap"). The Debtors are only seeking authority to honor their postpetition obligations under the Severance Plan to the Severance Plan Participants who may be terminated after the Petition Date, and pay any related costs and expenses as administrative priority expenses in the chapter 11 cases up to the amount of the Statutory Cap. A hearing is slated for Dec. 18. Objections are due Dec. 11. About NII Holdings NII Holdings Inc. through its subsidiaries provides wireless communication services for businesses and consumers in Brazil, Mexico and Argentina. NII Holdings has the exclusive right to use the Nextel brand in its markets pursuant to a trademark license agreement with Sprint Corporation and offers unique push-to-talk ("PTT") services associated with the Nextel brand in Latin America. NII Holdings' shares of common stock, par value $0.001, are publicly traded under the symbol NIHD on the NASDAQ Global Select Market. NII Holdings and its affiliated debtors sought bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 14-12611) in Manhattan on Sept. 15, 2014. The Debtors' cases are jointly administered and are assigned to Judge Shelley C. Chapman. The Debtors have tapped Jones Day as counsel and Prime Clerk LLC as claims and noticing agent. The U.S. Trustee for Region 2 appointed five creditors of NII Holdings to serve on the official committee of unsecured creditors. Kramer Levin Naftalis & Frankel LLP serves as lead counsel to the Creditors Committee, while FTI Consulting, Inc., acts its financial advisor. NUVILEX INC: Enters Into Licensing Agreement With Austrianova ------------------------------------------------------------- Nuvilex, Inc., has obtained an exclusive worldwide license from Austrianova Singapore Pte Ltd to use the unique and proprietary Cell-in-a-Box(R) cellulose-based live cell encapsulation technology in combination with compounds, known as cannabinoids, obtained from constituents of Cannabis for the development of disease treatments. Nuvilex's initial efforts will be directed toward developing treatments for deadly and difficult-to-treat forms of cancer. Nuvilex's CEO and president, Kenneth L. Waggoner, commented, "While our efforts in the medical Cannabis arena have been ongoing for some time now, this exciting worldwide Licensing Agreement enabling the use of Cell-in-a-Box(R) with cannabinoid prodrugs will greatly enhance our effort to become a major player in the medicinal cannabinoid space. This is truly a collaborative agreement which is designed to capitalize on the ever-increasing body of evidence indicating constituents from the Cannabis plant indeed have a place in the treatment of serious and even deadly forms of cancer." The combination of the Cell-in-a-Box(R) live cell encapsulation technology and prodrugs (which require conversion to their cancer- killing forms) as treatments for serious cancers has already been validated in human clinical trials in patients with advanced, inoperable pancreatic cancer and in a veterinary preclinical trial in dogs with spontaneously-occurring mammary cancer (a model for breast cancer in humans). In both cases, the cells encapsulated were designed to overexpress an enzyme known as CYP2B1. This is an isoform of the cytochrome P450 system, normally found in the liver. For the pancreatic cancer clinical trials, the prodrug used was ifosfamide; its "sister" drug cyclophosphamide was used in the canine mammary cancer preclinical trial. Both ifosfamide and cyclophosphamide are converted to their cancer-killing forms by CYP2B1 and have shown remarkable results. Dr. Brian Salmons, CEO and president of Austrianova and a member of the Scientific Advisory Board of Medical Marijuana Sciences, a wholly-owned subsidiary of Nuvilex, said of the Licensing Agreement, "Over the course of the last year, we have worked very closely with Nuvilex to secure the exclusive worldwide rights to use our Cell-in-a-Box(R) technology for the development of cannabinoid-based disease treatments. We're excited about the opportunity to collaborate with them to further the science in this exciting medical field where the possibility exists of treating cancers and other diseases without the harmful side effects normally associated with their treatment." Prof. Walter H. G�nzburg, Chairman and CTO of Austrianova, said "It is well documented in scientific and medical journals that cannabinoid-based drugs have a therapeutic benefit in cancer, but the ability to administer these drugs at a therapeutic level is challenging. The use of encapsulated cells to convert prodrugs as pioneered by Austrianova and Nuvilex is a viable alternative. We are delighted to have signed the Licensing Agreement as part of the ongoing efforts towards this aim." For the work to be done in the cancer area under the terms of the Licensing Agreement, the Cell-in-a-Box(R) encapsulation process will be basically the same as that used in Nuvilex's cancer treatments using ifosfamide; however, a different type of cell will be encapsulated for cannabinoid-based cancer treatments. These cells will be capable of converting cannabinoid prodrugs to their cancer-killing forms. By using the Cell-in-a-Box(R) technology, it should be possible to optimize the anticancer effect of the cannabinoid prodrugs while minimizing deleterious side effects that are associated with most chemotherapy. About Nuvilex Inc. Silver Spring, Md.-based Nuvilex, Inc.'s current strategy is to focus on developing and marketing products designed to improve the health and well-being of those who use them. Nuvilex incurred a net loss of $1.59 million on $12,160 of product sales for the 12 months ended April 30, 2013, as compared with a net loss of $1.89 million on $66,558 of total revenue during the prior year. The Company's balance sheet at July 31, 2014, showed $8.19 million in total assets, $371,386 in total liabilities and $7.82 million in total stockholders' equity. Robison, Hill & Co., in Salt Lake City, Utah, issued a "going concern" qualification on the consolidated financial statements for the year ended April 30, 2013. The independent auditors noted that the Company has suffered recurring losses from operations which raises substantial doubt about its ability to continue as a going concern. O'REILLY & COLLINS: Boss Liable for $4.4MM Owed to Attorney ----------------------------------------------------------- Law360 reported that a California appellate court affirmed a trial court's ruling that a name partner of bankrupt law firm O'Reilly & Collins should be on the hook for nearly $4.4 million owed to a former partner for unpaid wages and breach of contract, saying the order didn't violate a bankruptcy court's automatic stay. According to the report, the three-judge appellate panel upheld a lower court's decision to amend a $4.4 million judgment against the law firm to add name partner Terry O'Reilly as a judgment debtor in a row filed by former partner Michael Danko. A jury found that O'Reilly knew the firm owed Danko at least $2 million but continued to spend all the firm's available funds on personal expenses without reserving any amounts for the debt owed to Danko, the report related. The suit is Dank v. O'Reilly, case number A138784, in the Court of Appeal of the State of California, First Appellate District, Division Two. OCEANIA CRUISES: Moody's Withdraws B2 Corporate Family Rating ------------------------------------------------------------- Moody's Investors Service withdrew all the ratings of Oceania Cruises, Inc. and Seven Seas Cruises S. DE R.L. following the repayment of all their rated debt in connection with closing of the acquisition of their parent company, Prestige Cruise Holdings, Inc., by NCL Corporation Ltd. on November 19, 2014. The following ratings are withdrawn: For Oceania Cruises, Inc.: Corporate Family Rating at B2 Probability of Default Rating at B2-PD Senior secured revolving credit facility due 2018 at B1, LGD 3 Senior secured term loan B due 2020 at B1, LGD 3 For Seven Seas Cruises S. DE R.L: Corporate Family Rating at B2 Probability of Default Rating at B2-PD Senior secured revolving credit facility due 2017 at Ba2; LGD 2 Senior secured term loan B due 2018 at Ba2; LGD 2 Senior secured notes due 2019 at B2; LGD 3 OVERLAND STORAGE: Closes Merger With Sphere 3D ---------------------------------------------- Overland Storage, Inc., disclosed that it had successfully completed its previously-announced merger Sphere 3D Corporation on Dec. 2, 2014. The transaction was previously approved by the boards of directors of both companies, and over 99% of Overland's shares voted at the special meeting of Overland's shareholders held on Nov. 28 were voted in favor of approving the merger. The integration of the Overland Storage, Tandberg Data, V3 Systems, and Sphere 3D brands positions the company to deliver a comprehensive and innovative portfolio of virtualization and cloud solutions. Through offerings designed for active data and data at rest, the company is able to address the rapidly growing cloud, virtualization and data storage markets in the software-defined IT arena. As per the terms of the merger, Overland has become a wholly-owned subsidiary of Sphere 3D, and Overland's common stock will no longer trade on the NASDAQ Capital Market. Each issued and outstanding share of Overland common stock immediately prior to the merger has been converted into the right to receive 0.46385 of a Sphere 3D common share. The common share of the combined company, named Sphere 3D Corporation, will continue to trade on the NASDAQ Global Market under the symbol "ANY" as well as on the TSX-V under the symbol "ANY". Sphere 3D, however intends to delist its common shares from the TSX-V and continue to be listed on the NASDAQ Global Market. "In addition to creating a world-class technology company, this combination underscores our vision to deliver a full range of the most innovative end-to-end solutions designed as purpose-built building blocks for the software-defined IT era," said Eric Kelly, Chairman and CEO of Sphere 3D. "Our mission is to securely deliver applications, desktops and data any place and on any device while meeting the most stringent of IT requirements. Adding the Overland and Tandberg Data storage portfolio to Sphere 3D's next-generation virtualization and cloud solutions enables us to accelerate the pace of our innovation and to create a compelling strategic advantage and a firm foundation for our future growth." "This merger transaction marks a significant milestone for Sphere 3D and the culmination of many months of hard work by both organizations. We look forward to coupling the expertise, experience and capabilities of our teams, and working together to accelerate innovation and market adoption of our disruptive approach to virtualization, converged infrastructure and data management solutions," said Peter Tassiopoulos, vice chairman and president of Sphere 3D. "Moving forward, Overland's existing scale, infrastructure and resources position us to further expand the footprint and awareness of Sphere 3D's virtualization platform, providing key partnerships and market opportunities to create long-term value for our shareholders." After closing the transaction, Sphere 3D reorganized its senior management suite and expanded its Board of Directors, to position itself for future growth. Eric Kelly, Chairman of Sphere 3D, remains Chairman and has also been appointed chief executive officer of Sphere 3D. Peter Tassiopoulos, the former CEO of Sphere 3D, has been appointed vice chairman and president of Sphere 3D. Kurt Kalbfleisch, the former chief financial officer of Overland, has been appointed as the CFO of Sphere 3D. Vivekanand Mahadevan and Daniel Bordessa, former directors of Overland, have joined Sphere 3D's Board of Directors, which also includes existing Board members Peter Ashkin, Mario Biasini, Glenn M. Bowman, Eric Kelly and Peter Tassiopoulos. * Daniel (Dan) Bordessa has been appointed a director of Sphere 3D. Dan is currently a partner of Cyrus Capital Partners, L.P., and Cyrus Capital Partners Europe, L.P. Prior to joining Cyrus Capital, Mr. Bordessa was an executive director at Lazard where he was responsible for providing restructuring and mergers and acquisitions advice. While at Lazard, Mr. Bordessa advised on many of Europe's largest restructurings and was a frequent speaker at industry conferences and other events. Mr. Bordessa has also worked at National Bank Financial, the investment banking arm of the National Bank of Canada. Mr. Bordessa has an MBA from the Schulich School of Business at York University in Toronto and holds an Honors Bachelor of Commerce degree. * Vivekanand (Vic) Mahadevan has been appointed a director of Sphere 3D. Vic has over 25 years of senior level strategic planning and marketing experience. He was the chief strategy officer at NetApp from 2010 until October 2012 and prior to that time served as vice president of Marketing for LSI Corporation. Prior to LSI Corporation, Vic was chief executive officer for Deeya Energy and has also held senior management positions with leading storage and systems management companies including BMC Software, Compaq, Ivita, and Maxxan Systems. Vic holds an MBA in Marketing and MS in Engineering from the University of Iowa as well a degree in Mechanical Engineering from the Indian Institute of Technology. "I would like to thank our former directors, Chairman Scott McClendon, Robert A. Degan, Joseph A. De Perio, and Nils Hoff, for their leadership and service to Overland Storage," said Eric Kelly. In connection with the closing of the Merger, the Company notified the NASDAQ Capital Market on Dec. 1, 2014, that the Merger was consummated, and trading of the ordinary shares of the Company on Nasdaq has been suspended. The Company has also filed with the Securities and Exchange Commission an application on Form 25 to delist the Company's ordinary shares from Nasdaq and deregister the Company's ordinary shares under Section 12(b) of the Securities Exchange Act of 1934. On Dec. 2, 2014, the NASDAQ Stock Market LLC filed with the SEC a Form 25 to remove from listing Overland Storage's common stock. Scott McClendon, Daniel Bordessa, Robert A. Degan, Joseph De Perio, Nils Hoff and Vivekanand Mahadevan resigned as directors of the Company, with those resignations effective as of the closing of the Merger. About Overland Storage San Diego, Cal.-based Overland Storage, Inc. (Nasdaq: OVRL) -- http://www.overlandstorage.com/-- is a global provider of unified data management and data protection solutions designed to enable small and medium enterprises (SMEs), corporate departments and small and medium businesses (SMBs) to anticipate and respond to change. Overland Storage reported a net loss of $22.92 million for the year ended June 30, 2014, compared to a net loss of $19.64 million for the year ended June 30, 2013. As of Sept. 30, 2014, the Company had $88.74 million in total assets, $61.30 million in total liabilities and $27.43 million in total shareholders' equity. Moss Adams LLP, in San Diego, California, issued a "going concern" qualification on the consolidated financial statements for the year ended June 30, 2014. The independent auditors noted that the Company's recurring losses and negative operating cash flows raise substantial doubt about the Company's ability to continue as a going concern. PARADISE REDEVELOPMENT: S&P Raises TABs Rating From 'BB+' --------------------------------------------------------- Standard & Poor's Ratings Services raised its long-term rating to 'BBB-' from 'BB+' on Paradise Redevelopment Agency, Calif.'s series 2009 refunding tax allocation bonds (TABs). The outlook is stable. "The rating action is based on our view of the project area's continued payments on debt service without use of the debt service reserve fund and stabilization of assessed value (AV)," said Standard & Poor's credit analyst Beverly Correa. The stable outlook reflects S&P's view of the project area's ability to maintain more than 1x annual debt service coverage on the senior bonds for the next year two years even if AV modestly declined. PHOENIX COLLEGIATE: S&P Revises Ratings Outlook to Positive ----------------------------------------------------------- Standard & Poor's Ratings Services revised its outlook to positive and at the same time affirmed its 'BB+' rating on the Phoenix Industrial Development Authority, Ariz.'s $5.5 million series 2012 education facility revenue bonds issued on behalf of Phoenix Collegiate Academy Inc. (PCA). "The positive outlook reflects our view of PCA's improved fiscal 2014 operating performance, which has led to robust debt service coverage, and solid level of unrestricted reserves," said Standard & Poor's credit analyst Karl Propst. "The outlook further reflects our expectation that the school will meet its demand and financial metrics as projected during the one-year outlook period, and S&P could consider raising the rating if the school meets its targeted enrollment growth and sustains financial metrics in line with 'BBB-' medians over time." More specifically, the rating reflects S&P's view of PCA's: -- Steady enrollment growth since inception and PCA's successful high school expansion initiative, combined with about 90% student retention from year to year; -- Better-than-budgeted per-student funding increase; -- Operational turnaround in fiscal 2014 supporting 2.2x maximum annual debt service coverage (unaudited); and -- Good liquidity, with 67 days' cash on hand at June 30, 2014. PHOENIX PAYMENT: Seeks Until March 2015 to File Plan ---------------------------------------------------- Phoenix Payment Systems, Inc., asks the U.S. Bankruptcy Court for the District of Delaware to extend until March 2, 2015, their exclusive right to file a Chapter 11 plan and until May 4, 2015, their exclusive right to solicit acceptances of the plan. In support of its extension request, the Debtor states: "The Debtor believes that maintaining the exclusive right to file and solicit votes on its plan of reorganization is critical to its ability to complete this process and achieve its remaining goals as efficiently and expeditiously as possible. The Debtor expects its remaining restructuring initiatives to be completed in the near future, and therefore, the requested extension of the Exclusivity Periods will afford the Debtor the time to complete the initiatives and consummate the restructuring transactions already in progress. Accordingly, the Debtor requests an extension of the Exclusivity Periods to allow the Debtor to continue focusing on finalizing, filing and obtaining confirmation of its plan of reorganization and to preclude the costly disruption that would occur if competing plans were to be proposed." A hearing on the extension request is scheduled for Jan. 6, 2015, at 10:30 a.m. (ET). Objections are due Dec. 16. About Phoenix Payment Founded in 2004, Phoenix Payment Systems, Inc., aka Electronic Payment Systems, aka EPX, is an international payment processor with corporate headquarters in Wilmington, Delaware, and technology headquarters in Phoenix, Arizona. It provides acceptance, processing, support, authorization and settlement services for credit card, debit card and e-check payments. Providing processing services at more than 8,700 locations worldwide, PPS processed, in multiple currencies, 280 million transactions in 2013 and expects to process 400 million in 2014. Phoenix Payment Systems sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 14-11848) on Aug. 4, 2014, to quickly sell its assets. As of the Petition Date, the Debtor had total outstanding liabilities and other obligations of $16.6 million and 9.8 million shares of outstanding preferred and common stock. Debt to secured creditor The Bancorp Bank is estimated at $6.2 million. The Debtor disclosed $7,230,399 in assets and $14,083,645 in liabilities as of the Chapter 11 filing. Judge Mary F. Walrath presides over the case. The Debtor's attorneys are Richard J. Bernard, Esq., at Foley & Lardner LLP, in New York; and Mark D. Collins, Esq., Russell Siberglied, Esq., Zachary I Shapiro, Esq., and Marisa A. Terranova, Esq., at Richards Layton & Finger, P.A., in Wilmington, Delaware. The Debtor's banker and financial advisor is Raymond James & Associates, Inc., while Bederson, LLC, is the Debtor's accountant. PMCM, LLC, provides advisory services and executive leadership to the Debtor. The Debtor's claims and noticing agent is Omni Management Group, LLC. The U.S. Trustee for Region 3 has appointed three members to an Official Committee of Unsecured Creditors. The Committee tapped to retain Lowenstein Sandler LLP, and White and Williams LLP as its co-counsel; Alvarez & Marsal North America, LLC as its financial consultant. POINT BLANK: Investors Reach $37MM Deal to Fund Ch. 11 Plan ----------------------------------------------------------- Law360 reported that the bankruptcy estate of military body armor maker DHB Industries Inc., felled by a massive insider-trading fraud, unveiled a settlement with victimized company investors that hands them $37 million in disputed funds in exchange for their financing a liquidation plan. According to the report, the deal represents a compromise between the debtor, now known as Point Blank Solutions Inc., and the plaintiffs in pending securities and derivative actions connected to the $190 million fraud, a dramatic multiyear tale of accounting trickery and self-dealing that earned DHB founder David Brooks a 17-year prison sentence. About Point Blank Headquartered in Pompano Beach, Florida, Point Blank Solutions, Inc. -- http://www.pointblanksolutionsinc.com/-- designs and produces body armor systems for the U.S. Military, Government and law enforcement agencies, as well as select international markets. The Company maintains facilities in Pompano Beach, Florida, and Jacksboro, Tennessee. The Company's former chief executive officer and chief operating officer were convicted in September 2010 of orchestrating a $185 million fraud. Point Blank Solutions, formerly DHB Industries, filed for Chapter 11 protection (Bankr. D. Del. Case No. 10-11255) on April 14, 2010. Laura Davis Jones, Esq., Alan J. Kornfeld, Esq., David M. Bertenthal, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones LLP, serve as bankruptcy counsel to the Debtor. Olshan Grundman Frome Rosenweig & Wolosky LLP serves as corporate counsel. Epiq Bankruptcy Solutions serves as claims and notice agent. The U.S. Trustee has appointed an Official Committee of Unsecured Creditors and a separate Official Committee of Equity Security Holders in the case. Ian Connor Bifferato, Esq., and Thomas F. Driscoll III, Esq., at Bifferato LLC; and Carmen H. Lonstein, Esq., Andrew P.R. McDermott, Esq., and Lawrence P. Vonckx, Esq., at Baker & McKenzie LLP, serve as counsel for the Official Committee of Equity Security Holders. Robert M. Hirsh, Esq., and George P. Angelich, Esq., at Arent Fox LLP, serve as counsel to the Creditors Committee, and Frederick B. Rosner, Esq., and Brian L. Arban, Esq., at the Rosner Law Group LLC, serve as co-counsel. In October 2011, the Debtors sold substantially all assets to Point Blank Enterprises, Inc. The lead debtor changed its name to SS Body Armor I, Inc. following the sale. PRESIDIO INC: S&P Puts 'B+' CCR on CreditWatch Negative ------------------------------------------------------- Standard & Poor's Ratings Services said that it placed its 'B+' corporate credit rating on Greenbelt, Md.-based Presidio Inc. on CreditWatch with negative implications. The 'B+' issue-level rating and '4' recovery rating on the company's $650 million term loan due 2017 remain unchanged. The '4' recovery rating indicates S&P's expectation for average recovery (30%-50%; the higher end of the range) in the event of a payment default. S&P expects that the company will refinance the term loan as part of the acquisition. S&P will withdraw the ratings after the transaction closes. "The CreditWatch placement follows Presidio's announcement that Apollo Global Management LLC has agreed to acquire the company from American Securities LLC," said Standard & Poor's credit analyst Christian Frank. "We believe this transaction could result in Presidio's leverage increasing above 5x from 3.6x as of Sept. 30, 2014, which would likely result in a downgrade." The corporate credit rating on Presidio reflects the company's leverage of 3.6x, its financial sponsor ownership, the fragmented and competitive IT services industry in which it competes, supplier concentration, and moderate scale. Partly offsetting these factors are Presidio's good competitive positions in its service segments and its diverse customer base. S&P will monitor developments related to the transaction and resolve the CreditWatch placement when more information regarding the new capital structure becomes available. S&P could lower the rating if the transaction results in leverage remaining above 5x. If the transaction does not result in leverage over 5x, S&P will review its expectations for Presidio's operating performance and financial policy before resolving the CreditWatch placement. PRIME TIME INT'L: Proposes $3.6MM DIP Financing From Buyer ---------------------------------------------------------- Prime Time International Company and its affiliated debtors are asking the Bankruptcy Court for approval to incur postpetition financing pursuant to the Court's sale order entered on Nov. 13, 2014. The Debtors seek to implement the terms of the Asset Purchase Agreement and obtain DIP financing and use proceeds to (a) pay its existing secure lender and (b) continue their on-going operations and maintain their going concern value. On Nov. 10, the Debtors conducted an auction. The Debtors received offers from two bidders: Prime Time International Acquisition LLC (the stalking horse), and one competing bidder. Each bid contained a component to provide DIP financing to the Debtors by December 15, 2014 pursuant to identical term sheets attached to their submitted bids. The Court's sale order approved the APA submitted by the Stalking Horse, including the terms of the proposed DIP Financing. The salient terms of the DIP Financing are: * Borrowers: Debtors * Lender: Prime Time Int'l Acquisition, LLC or its designee. * Credit Line: Up to $3,600,000. * Use of Proceeds: The Borrowers shall incur advances and use the proceeds thereof solely as follows: (a) upon entry of a final order approving the DIP Facility, repay in full the outstanding indebtedness to J.P. Morgan Chase in the approximate amount of $3,350,000; and (b) $400,000, which shall be used first to pay amounts outstanding and payable to USDA. * Security: The DIP Facility will be entitled to superpriority administrative expense claim status and will be secured by a first priority perfected security interest in the equity of each of the Borrowers and in all of Borrowers' assets, including all real and personal property, whether now owned or hereafter acquired, and, subject to entry of a Final Order, any avoidance actions of the Borrowers under Sections 544, 545, 547 through 551 and 553(b) of the Bankruptcy Code. * Termination Date: The earliest to occur of: (a) the sale of assets in the Borrowers' Chapter 11 cases; or (b) June 15, 2015. * Interest Rates: 11.0%. As part of the purchase price consideration, the Buyer is providing the DIP Financing which allows the Debtors to reduce current finance costs and allow them to operate on a more normalized basis until closing. About Prime Time International Prime Time International Company, formerly known as Single Stick Inc., manufactures and distributes cigarettes and little cigars. PTIC has two wholly-owned subsidiaries: USA Tobacco Distributing, Inc., which distributes PTIC's products, and 21st Century Brands, LLC, which distributes non-tobacco consumer products. The Company was incorporated in 1993 under the laws of the State of Arizona for the purpose of manufacturing and distributing a wide variety of cigarettes and little cigars. Annual sales are $40 million and the company's products are in 100,000 convenience stores in North America. The company has direct accounts with each of the top 25 largest convenience store distributors in the United States. Prime Time and its two subsidiaries sought Chapter 11 bankruptcy protection (Bankr. D. Ariz. Lead Case No. 14-03518) in Phoenix on March 15, 2014. The Debtors have tapped Greenberg Traurig as attorneys, Odyssey Capital Group, LLC, as financial advisors, and Schian Walker, P.L.C., as conflicts counsel. The Debtors disclosed $26.78 million in total assets and $23.37 million in total liabilities as of Jan. 31, 2014. No request has been made for the appointment of a trustee or an examiner and none has been appointed in these cases. No official committee of unsecured creditors has been appointed in these cases. QUIZNOS: Chancery Won't Nix Ex-Execs' Indemnification Claims ------------------------------------------------------------ Law360 reported that a Delaware Chancery judge declined to toss claims from former Quiznos executives looking to be indemnified by the restaurant chain's non-debtor units from litigation related to its bankruptcy, ruling that the Quiznos affiliates' reading of the indemnification agreement may not be the only reasonable interpretation. According to the report, in a brief order denying Quiznos units QCE Gift Card LLC, Quiz-Dia LLC and Quizmark LLC's motion to dismiss, Vice Chancellor J. Travis Laster wrote that both sides' interpretations of disputed language in an agreement that the former executives argue should obligate the affiliates to protect them against fraud claims from the restaurant chain's ex-equity stakeholders are reasonable ways to read the contract. The case is Meyers et al v. Quiz-Dia LLC et al, case number 9878, in the Delaware Court of Chancery. About Quiznos Denver-based Quiznos -- http://www.quiznos.com/-- is a chain designed for today's busy consumers who are looking for a high quality, tasty, freshly prepared alternative to traditional fast- food restaurants. With locations in 50 states and 30 countries, Quiznos is one of the world's premier quick-service restaurant chains and pioneer of the toasted sandwich; Quiznos restaurants offer creative, chef-created sandwiches and salads using premium ingredients. Quiznos was founded in 1981 by chefs who discovered that toasting brought out the best in every sandwich ingredient. QCE Finance LLC and its affiliates sought protection under Chapter 11 of the Bankruptcy Code on March 14, 2014. The lead case is QCE Finance LLC (Case No. 14-10543, Bankr. D.Del.). The case is assigned to Judge Peter J. Walsh. The Debtors' lead counsel are Ira S. Dizengoff, Esq., Philip C. Dublin, Esq., Jason P. Rubin, Esq., and Kristine G. Manoukian, Esq., at AKIN GUMP STRAUSS HAUER & FELD LLP, in New York. The Debtors' local counsel is Mark D. Collins, Esq., and Amanda Steele, Esq., at RICHARDS, LAYTON & FINGER, P.A., in Wilmington, Delaware. The Debtors' investment banker and financial advisor is Matthew J. Hart of LAZARD FRERES & CO. LLC. Paul Ruh, Mark A. Roberts, and Jonathan Tibus of Alvarez & Marsal serves as the Debtors' restructuring advisors. Prime Clerk LLC serves as the Debtors' claims and noticing agent. The lead debtor, QCE Finance LLC, scheduled $736,858 in total assets plus "undetermined amounts". It scheduled $618,437,362 plus "undetermined amounts" as liabilities. The U.S. Trustee has appointed a seven-member official committee of unsecured creditors. The Committee has tapped Cousins Chipman & Brown LLP's Scott D. Cousins, Esq., and Ann Kashishian, Esq.; and Otterbourg P.C.'s Scott L. Hazan, Esq., Jenette A. Barrow- Bosshart, Esq., and David M. Posner, Esq., as counsel. Avenue Capital Management II, L.P. and its affiliates are represented by John J. Rapisardi, Esq., and Joseph Zujkowski, Esq., at O'Melveny & Myers LLP in New York. Fortress Investment Group and its affiliates are represented by Skadden Arps Slate Meagher & Flom's Van C. Durrer, Esq. Co-counsel to the Consenting First Lien Lenders are Milbank Tweed Hadley & McCloy's Thomas R. Kreller, Esq., and David B. Zolkin, Esq., and Morris Nichols Arsht & Tunnell's Robert J. Dehney. Counsel to the First Lien Agent is Ropes & Gray's Mark R. Somerstein. Counsel to the Second Lien Agent is Pillsbury Winthrop's Bart Pisella, Esq., and Timothy P. Kober, Esq. Counsel to Vectra Bank Colorado, National Association, is Kasowitz Benson's Adam L. Shiff, Esq. Quiznos' Plan of Reorganization was confirmed by the U.S. Bankruptcy Court in Wilmington, Delaware on May 12, 2014. The company on July 1, 2014, disclosed that it has successfully completed its financial restructuring and emerged from Chapter 11. REICHHOLD HOLDINGS: Creditors Take Aim at $106MM DIP, Sale Plans ------------------------------------------------=--------------- Law360 reported that creditors of bankrupt Reichhold Inc. blasted the chemical company's $106 million debtor-in-possession financing package and its plan to set up senior secured noteholders as a stalking horse bidder, saying they will drive away other suitors. According to the report, the Official Committee of Unsecured Creditors argued that Reichhold's final DIP and proposed bidding procedures must be rejected unless changes are made to level the playing field for third parties. Both the loan and the sale process "should not be approved unless significant modifications are made to provide for a fair, transparent auction process for the debtors' assets in order to make certain that a robust sales process is accomplished and value is maximized for the debtors' estates and all of their creditors," the report said, citing the Committee. About Reichhold Founded in 1927, Reichhold, with its world headquarters and technology center in Durham, North Carolina, USA, is one of the world's largest manufacturer of unsaturated polyester resins and a leading supplier of coating resins for the industrial, transportation, building and construction, marine, consumer and graphic arts markets. Reichhold -- http://www.Reichhold.com/-- has manufacturing operations throughout North America, Latin America, the Middle East, Europe and Asia. As of June 30, 2014, the Reichhold companies had consolidated assets of $538 million and liabilities of $631 million. In 2013, the companies generated $1.08 billion in net revenue, and as of the year-to-date August 2014, $750 million in net revenues. Reichhold Holdings US, Inc., Reichhold, Inc., and two U.S. affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 14-12237) on Sept. 30, 2014. The Reichhold Companies are pursuing a sale transaction that has two elements: (i) a consensual foreclosure by the holders of senior secured notes on their security interests in the common and preferred stock in Reichhold Holdings Luxembourg, S.a.r.l. ("RHL"), the ultimate holding company of all of the non-debtor affiliates that operate outside the U.S., and (ii) a purchase of certain assets of the Debtors by Reichhold Holdings International B.V. through a credit bid pursuant to Section 363 of the Bankruptcy Code. Cole, Schotz, Meisel, Forman & Leonard, P.A. (legal advisor) and CDG Group LLC (financial advisor) are representing Reichhold, Inc. Latham & Watkins LLP (legal advisor) and Moelis & Company (investment banker) are serving Reichhold Industries, Inc. Logan & Company is the company's claims and noticing agent. The cases are assigned to Judge Mary F. Walrath. The U.S. Trustee for Region 3 appointed seven creditors of Reichhold Holdings US, Inc. to serve on the official committee of unsecured creditors. The Creditors' Committee retains Hahn & Hessen LLP as lead counsel, Blank Rome LLP as co-counsel, and Capstone Advisory Group, LLC and Capstone Valuation Services, LLC, as financial advisor. An Ad Hoc Committee of Asbestos Claimants also appears in the case. The Ad Hoc Committee consists of three plaintiff law firms, Cooney & Conway, Gori Julian & Associates, P.C., and Simmons Hanly Conroy LLC, each in their capacity as tort counsel for clients of their firms who have asbestos-related personal injury or wrongful death claims against the Debtors. The Committee is represented by Mark T. Hurford, Esq., at Campbell & Levine, LLC; and Caplin & Drysdale, Chartered's James P. Wehner, Esq. and Jeffrey A. Liesemer, Esq. REDDY ICE: Moody's Lowers Corporate Family Rating to Caa1 --------------------------------------------------------- Moody's Investors Service downgraded Reddy Ice Corporation's (Reddy Ice) Corporate Family Rating (CFR) and Probability of Default Rating (PDR) to Caa1 and Caa1-PD from B3 and B3-PD, respectively. The outlook was also changed to negative from stable. As a result of these rating actions, the company's senior secured first lien bank credit facilities, including a $50 million revolver and $225 million original principal term loan have been downgraded to B3 from B1. The two notch downgrade of the first lien facilities is a function of the Loss Given Default output, which considers the loss absorption provided by the company's unrated second lien notes. The downgrade is primarily due to Moody's expectation that the company's liquidity will be weak during the next twelve months, largely because covenant cushion is thin and revolver availability could be constrained during the company's peak working capital periods (calendar first and second quarters) if cushion does not improve. Reddy Ice would have breached its net leverage covenant at September 30, 2014 if not for the use of a cure provision in its credit agreement that allowed Reddy Holdings to make an equity contribution to Reddy Ice that was applied directly to EBITDA for covenant compliance purposes. The incremental EBITDA stemming from the cure remains in the calculation through June 2015, but the cure can only be made a maximum of two times in any four quarter period (and no more than five times during the term of the agreement). The negative outlook stems from uncertainty around prospective compliance with its covenants going forward. The following ratings have been downgraded: Corporate Family Rating to Caa1 from B3 Probability of Default Rating to Caa1-PD from B3-PD $50 million senior secured 1st lien revolving credit facility to B3 (LGD3) from B1 (LGD 3) $225 million senior secured 1st lien term loan to B3 (LGD3) from B1 (LGD 3) The outlook is negative Ratings Rationale Reddy Ice's Caa1 CFR reflects the company's weak liquidity profile, high leverage, limited interest coverage, narrow product focus, and high susceptibility to shifts in demand due to weather and other factors. It also reflects the company's small absolute scale relative to other rated consumer products companies. These factors are partially offset by the company's solid market position as one of the leaders in the packaged ice industry, relatively large scale in its narrow sector, favorable geographic footprint and barriers to entry created by its infrastructure. The negative outlook reflects the uncertainty associated with covenant compliance and the company's weak liquidity profile over the next twelve months. The ratings could be downgraded if the company fails to improve profitability and leverage continues to rise. Also, if liquidity deteriorates and the company breaches a financial covenant, the ratings could be downgraded. The rating outlook could be changed to stable if the company is able to remain in compliance with its covenants and improve its covenant cushion during the next twelve months. An upgrade, though unlikely at this time, could result from Reddy Ice establishing a track record of successful operations, as evidenced by increased scale, as well as growing operating profits and margins. Consideration for an upgrade would also require debt-to-EBITDA to be sustained below 6.5 times and/or interest coverage (as measured by EBIT-to-interest) approaching 1 time. The principal methodology used in these ratings was Global Packaged Goods published in June 2013. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Reddy Ice Holdings, Inc. ("Reddy Holdings"), through its wholly- owned subsidiary, Reddy Ice Corporation ("Reddy Ice"), the borrower, manufactures and distributes packaged ice products. The company is understood to be one of the largest manufacturers of packaged ice in the United States and serves a variety of customer locations in 36 states and the District of Columbia. Typical customers include supermarkets, mass merchants, and convenience stores. Reddy Holdings is majority owned and controlled by PE firm Centerbridge Partners. Revenues for the twelve months ended September 30, 2014 were approximately $310 million. REGIONALCARE HOSPITAL: Moody's Affirms Caa1 Corp. Family Rating --------------------------------------------------------------- Moody's Investors Service changed the rating outlook of RegionalCare Hospital Partners, Inc. to positive from stable. Moody's also affirmed RegionalCare's existing ratings, including its Caa1 Corporate Family Rating and Caa1-PD Probability of Default Rating. Funded debt will increase by way of a $68 million incremental term loan being added through the accordion feature in the company's first lien credit agreement. Moody's understands that the proceeds of the incremental term loan will be used to acquire a majority stake in Community Medical Center (CMC) in Missoula, MT, which will be operated as a joint venture with Billings Clinic. However, the positive rating outlook reflects Moody's expectation that leverage will continue to decline via the EBITDA-accretive acquisition of CMC and continued improvement in the operating results of existing facilities. Moody's also expects operating improvements to strengthen the company's liquidity position, which has benefited from improving cash flow and the accumulation of excess cash. The following ratings have been affirmed: Corporate Family Rating at Caa1 Probability of Default Rating at Caa1-PD Senior secured first lien revolving credit facility at B2 (LGD 3) Senior secured first lien term loan at B2 (LGD 3) Senior secured second lien term loan at Caa2 (LGD 5) The rating outlook was changed to positive from stable. Ratings Rationale RegionalCare's Caa1 Corporate Family Rating reflects Moody's expectation that the company will continue to operate with very high financial leverage, modest free cash flow and weak interest coverage. While Moody's believes the company will continue to improve operations at its existing facilities, the company will likely have to pursue acquisitions to increase scale. RegionalCare remains relatively small compared to many other corporate issuers and to other rated for-profit hospital operators. The rating, therefore, reflects Moody's consideration of risks associated with RegionalCare's small scale. These include the fact that underperformance at only a few facilities can have a detrimental effect on the company's operating results and credit metrics, as well as the potential for disruption as the company integrates new facilities and enters new markets. Moody's could upgrade the ratings if improvements in the operations of RegionalCare's facilities, cost savings at the corporate level and the benefit of recently acquired operations are expected to result in sustained lease adjusted debt/EBITDA below 6.0 times. Additionally, RegionalCare would need to demonstrate margin improvement as operational improvements are implemented, and continued improvement in free cash flow. If improvements in credit metrics fail to materialize, either because of operational issues in specific markets or challenges in the broader healthcare sector, including weak volume trends, Moody's could downgrade the ratings. Moody's could also downgrade the ratings if leverage increases for a large acquisition or shareholder initiative. Finally, the ratings could be downgraded if the company's liquidity position weakens or if Moody's expects free cash flow to be negative for a sustained period. The principal methodology used in these ratings was Global Healthcare Service Providers 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. RegionalCare operates eight regional medical centers in seven states, excluding a hospital held for sale in Pennsylvania and pro forma for the pending acquisition of CMC in Montana. The company recognized revenue, after the provision for doubtful accounts, of approximately $640 million for the twelve months ended September 30, 2014. RESEARCH SOLUTIONS: To Issue 2 Million Shares Under Equity Plan --------------------------------------------------------------- Research Solutions, Inc., filed with the U.S. Securities and Exchange Commission a Form S-8 registration statement to register 2,000,000 shares of common stock issuable under the Company's 2007 Equity Compensation Plan for a proposed maximum aggregate offering price of $1.5 million. A full-text copy of the Form S-8 prospectus is available at http://is.gd/O337fs On Dec. 2, 2014, Peter Derycz, the Company's chief executive officer, and Alan Urban, the Company's chief financial officer, made a presentation of an overview of the Company's business. A copy of their presentation is available for free at: http://is.gd/OTuQqC About Research Solutions Research Solutions, Inc. provides research information services and software to research-intensive industries in the Life Sciences and other fields. The Encino, California-based Company delivers copyrighted copies of published content, including articles from published journals, to content users in hard copy or electronic form. As of Sept. 30, 2014, the Company had $6.49 million in total assets, $5.70 million in total liabilities and $795,772 in total stockholders' equity. The Company reported a net loss of $1.87 million for the fiscal year ended June 30, 2014, compared with net income of $191,922 for the year ended June 30, 2013. REVEL AC: Wants Exclusive Solicitation Pd. Extended Thru March 16 ----------------------------------------------------------------- Revel AC, Inc., and its debtor affiliates ask the Bankruptcy Court et al., et al., to extend their exclusive period to solicit acceptances of a chapter 11 plan or plans of reorganization through and including March 16, 2015. Absent an extension, the Debtors' Exclusive Solicitation Period will end on December 16, 2014. The Debtors believe that ample cause exists to support their extension request. The Debtors assert that the size and complexity of their cases alone may constitute cause for the extension request. The Debtors relate that since filing the Plan, they have been engaged in a lengthy and complicated sale process involving various competing bids as well as disputes over tax liabilities and the value of certain postpetition services, among other issues. After a long and difficult process, the Debtors have secured the approval of and made significant progress toward closing a sale of their assets with Brookfield US Holdings LLC. The Brookfield Sale, however, has not closed yet. The Debtors add that the winding down of their estates and the proposed treatment and distribution on account of allowed claims will require modifications to the Plan and are currently the subject of negotiations between them, the DIP Lender and the Official Committee of Unsecured Creditors. Accordingly, the Debtors maintain that an extension of the Exclusive Solicitation Period is now necessary to allow them to negotiate, solicit and confirm the Plan. 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. 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. ROSEVILLE SENIOR: CapitalSource Objects to Hiring of Consultant --------------------------------------------------------------- CapitalSource Finance LLC -- the holder of first priority liens on and security interests in the primary assets, including all cash collateral, of debtor Roseville Senior Living Properties, LLC -- filed an objection to the Debtor's motion to employ Michael Edrei and M-Capital Assets LLC as consultant. CapitalSource Finance indicated that the Debtor's motion fails to comply with Rule 2014 of the Federal Rules of Bankruptcy Procedure. CapitalSource Finance requested the ability to propound discovery on the Debtor, Meecorp, Edrei, M-Capital, Meecorp Group, LLC and their affiliates in connection with this contested matter in order to determine, among other things, the relationship and affiliation between those individuals and entities. As reported in the Troubled Company Reporter, Roseville Senior Living Properties LLC asked the Hon. Donald H. Steckroth of the U.S. Bankruptcy Court for the District of New Jersey for permission to employ M-Capital Assets LLC as its consultant. The firm will: a) report to Meecorp Capital Markets LLC, the managing member of the Debtor, as desired and directed by the Roseville Manager; b) attend hearings in the Court and in California, testifying and filing affidavits or declarations as to matters covered by the engagement letter, and providing other such other support Debtor request, in connection with the Debtor's Chapter 11 an potentially its plan of reorganization or liquidations; c) provide advice to the Debtor, instructing and effecting a financing identifying potential financing companies, identifying sources of capital and, at the Debtor's request, contacting and soliciting lenders; d) assist and gather evidence, facilitating the due-diligence process, and negotiating any proposed sale or financing of the Debtor's facility; e) provide advice to the Debtor, instruction, evaluating and effecting financing or sale of the Debtor's assets as par of the plan of reorganization if appropriate; f) assist in the due-diligence process and negotiate the terms of any borrowing by the Debtor to fund a plan of reorganization; g) attend hearings in the Court and in the California litigation, testifying or filing affidavits or declaration and provide such other support as the Debtor requests in connection with the Chapter 11 proceeding and potentially a plan of reorganization including work in the California litigation; h) assist in finance issues, including assisted in preparation of the reports as required by the Debtor, the secured creditor, the Court, and the United States Trustee; and i) provide other activities approved by the Roseville Manger. The firm's professionals' hourly rates: Professional Position Hourly Rate ------------ -------- ----------- Michael Edrei Principal $550 Other professionals $125-$550 Assistants CapitalSource Finance is represented by: Brian W. Hofmeister, Esq. MCDONNELL CROWLEY HOFMEISTER, LLC 691 State Highway 33 Trenton, NJ 08619 Tel: (609) 890-1500 Fax: (609) 890-6961 E-mail: bhofmeister@MCHfirm.com M-Capital can be reached at: Michael Edrei MEECORP CAPITAL MARKETS 2050 Center Avenue, Ste. 640 Fort Lee, NJ 07024 Tel: 201-944-9330 Fax: 201-944-9332 E-mail: michael_edrei@meecorp.com About Roseville Senior Living Roseville Senior Living Properties, LLC, owns and operates a senior assisted living housing facility in Roseville, California. It filed for Chapter 11 bankruptcy (Bankr. D.N.J. Case No. 13-31198) on Sept. 27, 2013, in Newark. Judge Donald H. Steckroth presides over the case. Walter J. Greenhalgh, Esq., at Duane Morris, LLP, represents Roseville Senior Living Properties as counsel. Friedman LLP serves as the Debtor's accountant. Roseville Senior Living Properties estimated $10 million to $50 million in assets, and $1 million to $10 million in liabilities. In its schedules filed with the Bankruptcy Court, the Debtor indicated total assets and total debts as "Unknown", a copy of which is available for free at: http://bankrupt.com/misc/rosevillesenior.doc54.pdf The petition was signed by Michael Edrei, managing director, Meecorp Capital Markets, Inc. The United States Trustee for Region 3 appointed Joseph Rodrigues, State Long Term Care Ombudsman, California Department of Aging, as the Patient Care Ombudsman in the Debtor's case. RP CROWN: Moody's Affirms B3 Corp. Family Rating; Outlook Neg. -------------------------------------------------------------- Moody's Investors Service lowered RP Crown Parent, LLC's ratings outlook to negative from stable and affirmed the company's existing ratings, including its B3 corporate family rating (CFR), B3-PD probability of default rating, and the B2 and Caa2 ratings for the company's first and second lien credit facilities, respectively. RP Crown is the parent company of JDA Software Group, Inc. (JDA) and RedPrairie Corporation (RedPrairie) that was formed in a leveraged buyout transaction in December 2012. Ratings Rationale The B3 CFR reflects RP Crown's weak financial profile resulting from declining revenues and continued underperformance relative to Moody's expectations. Moody's expects revenues to stabilize in the near term driven by gradual improvements in sales productivity and new alliances with other Supply Chain Management (SCM) software vendors. Moody's currently anticipates inflection in year-over- year revenue growth during the latter half of 2015, with modestly positive to break even free cash flow over the next 12 months. However, total debt to EBITDA (reflecting synergies recognized in financial statements) will likely exceed 10x over this period. Although the company has mitigated the impact of material underperformance in revenues by achieving significant cost synergies, Moody's believes that the company will likely require reinvesting some of the cost savings in building sales and product capabilities. RP Crown is addressing its weak sales performance by strengthening its sales organization and improving sales execution under new leadership. Although the company's legacy products in the supply chain planning, transportation and warehouse management segments of the SCM software market continue to be well-regarded, its execution risk is heightened amid integration challenges, strong competition in the SCM software market and a shift in spending by enterprise customers on SCM software that supports e-commerce enablement and multi-channel order and distribution capabilities where the company did not have a strong suit of products. The B3 CFR is supported by RP Crown's good software maintenance revenue base with high revenue retention rates (94% in the YTD 3Q 2014 period), its good operating scale in the SCM software market, and leading market position in the supply chain planning, transportation and warehouse management segments of the SCM software market. The negative outlook reflects very high leverage combined with ongoing execution risks related to the company's strategy to stabilize and grow its sales base. If RP Crown's software sales do not rebound over the next 3 to 4 quarters, its financial leverage could become unsustainable and liquidity could erode significantly. Moody's views RP Crown's liquidity as adequate, primarily consisting of its $79 million of cash balances and access to funds under the $100 million revolving credit facility. RP Crown's ratings could be downgraded if liquidity erodes, anticipated stabilization in revenues and revenue growth do not materialize, or free cash flow remains negative. Moody's could stabilize the outlook if revenues increase and free cash flow stabilizes at the low single digit percentages of total debt with at least adequate liquidity. Although not anticipated in the near term, Moody's could raise RP Crown's ratings if Moody's believes that the company could sustain revenue growth of 3% to 5%, free cash flow of about 5% of total debt and total debt to EBITDA (Moody's adjusted) below 6.5x. The following ratings were affirmed: Issuer: RP Crown Parent, LLC Corporate Family Rating -- B3 Probability of Default Rating -- B3-PD $100 million Senior Secured First Lien Revolving Credit Facility due 2017 -- B2, LGD3 $1,478 million (outstanding) Senior Secured First Lien Term Loan due 2018 -- B2, LGD3 $650 million Senior Secured Second Lien Term Loan due 2019 -- Caa2, LGD5 Outlook actions: Issuer: RP Crown Parent, LLC Outlook -- Changed to Negative, from Stable RP Crown, an indirect subsidiary of RedPrairie Holding, Inc., is a vendor of supply chain management software and services under the JDA Software brand. Private equity firm New Mountain Capital owns a majority equity interest in RedPrairie Holdings, Inc. The principal methodology used in these ratings was Global Software Industry published in October 2012. Other methodologies used include Loss Given Default for Speculative-Grade Non- Financial Companies in the U.S., Canada and EMEA published in June 2009. SAGE PRODUCTS: Moody's Affirms B2 Corporate Family Rating --------------------------------------------------------- Moody's Investors Service affirmed Sage Products Holdings III, LLC's ratings, including its B2 Corporate Family Rating after the company's announcement of a proposed add-on issuance of $380 million incremental term loans for a dividend distribution to its sponsors. Despite the initial significant re-leveraging as a result of the recapitalization, the current ratings are supported by Sage's solid operating performance and Moody's expectation of quick deleveraging. The rating outlook remains stable. Sage is seeking to raise an incremental $315 million first lien term loan and $65 million second lien term loan. The proceeds will be used to fund a shareholder dividend and pay fees and expenses. Moody's views the dividend recap as aggressive since the incremental debt will significantly increase Sage's financial leverage to above 6.5x debt/EBITDA from approximately 4.0x as of September 30, 2014. However, Moody's also expects that Sage will likely reduce its leverage rapidly over the next 12-18 months as the company continues to achieve EBITDA growth in the high single to low double digits range and generates ample free cash flow that will be partially directed toward debt repayment. "We believe EBITDA growth will benefit from new account acquisitions, continued further penetration of newer product categories and increased hospital adoption of its products," commented Moody's senior analyst, John Zhao, a Vice President. Further, adjusted EBITDA margin should be sustained north of 30%, driven by favorable product mix due to higher growth of high-margin product categories, as well as Sage's continued focus on operating efficiencies. The following ratings were affirmed, LGD point of estimates revised: Corporate Family Rating -- B2 Probability of Default Rating - B2-PD Senior secured first lien revolver -- B1, LGD3 Senior secured first lien term loan -- B1, LGD3 Senior secured second lien term loan -- Caa1, LGD5 Ratings Rationale Sage's B2 Corporate Family Rating is constrained primarily by the company's small size and limited product, geographic and customer diversity. The rating also reflects high financial leverage due to the proposed dividend recap, although the company has demonstrated its ability and willingness to bring leverage down over the last twelve months. While Sage has a good track record of product growth and innovation, hospital customers' desire to reduce costs and entry of lower-cost competition may lead to pricing pressure or product substitution. The rating also incorporates regulatory risk associated with Sage's products and manufacturing process which are subject to government scrutiny including the FDA. The rating is supported by Sage's leadership in its niche markets, focused on preventing hospital acquired conditions (HACs). Moody's believe Sage will benefit from increased regulatory emphasis on the prevention of HACs, which will increase demand for the company's products. The rating also reflects Moody's expectation that Sage will maintain strong profit margins, generate consistent positive free cash flow, and maintain a good liquidity profile. The stable outlook assumes continued growth in Sage's products such that the company sustains solid positive free cash flow. The principal methodology used in this rating was the Global Medical Product and Device Industry published in October 2012. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Sage Products Holdings III, LLC, headquartered in Cary, IL, manufactures disposable medical supplies that are used to prevent hospital acquired conditions, including ventilator-associated pneumonia (VAP), surgical site infections (SSI), and catheter- associated urinary tract infections (CAUTI). The company sells its disposable products primarily to US hospitals and long term care facilities. Sage has been privately held by Madison Dearborn Partners since 2012. For the twelve months ended September 30, 2014, Sage generated sales of approximately $371 million. SAGE PRODUCTS: S&P Cuts Rating on 1st Lien Debt Rating to B ----------------------------------------------------------- Standard & Poor's Ratings Services affirmed its 'B' corporate credit rating on Sage Products Holdings LLC. At the same time, S&P revised its recovery rating on the company's increased $649 million first-lien credit facility (including an undrawn $60 million revolving credit line) to '3' from '2' and lowered the issue-level rating to 'B' from 'B+'. The '3' recovery rating reflects S&P's expectation for meaningful (50% to 70%) recovery in the event of a payment default. S&P also affirmed a 'CCC+' issue-level rating with a '6' recovery rating on the company's increased $265 million second-lien credit facility. The '6' recovery rating reflects S&P's expectation for negligible (0% to 10%) recovery in the event of a payment default. "The rating reflects our expectation that Sage will sustain its leverage above 5x over the next few years and will remain a relatively small, narrowly focused provider of medical products, despite its leading position within its niche market space," said Standard & Poor's credit analyst Maryna Kandrukhin. S&P's assessment of Sage's financial risk profile is predicated on S&P's expectation that its debt-to-EBITDA ratio is likely to remain above 5x over the next 12 months. While S&P projects the company will continue to generate healthy levels of annual discretionary cash flow, S&P views Sage's financial risk profile as "highly leveraged" because it expects the financial sponsor to use internally generated cash for shareholder-friendly actions rather than for permanent debt reduction. S&P's assessment of Sage's business risk profile reflects the company's limited size, narrow focus on medical products that help prevent hospital-acquired conditions, limited barriers to entry, and the highly competitive nature of the medical product industry. High customer concentration and reliance on one manufacturing facility, which might test the company's ability to manage unforeseen operational setbacks, are also important factors in S&P's assessment. These weaknesses are only partially offset by the company's leading market position across all of its niche product lines and a diversified product mix. Overall, S&P views Sage's business risk as "weak". The stable outlook reflects S&P's expectation that, despite increasing EBITDA and positive cash flow generation, Sage's adjusted debt leverage will remain above 5x over the next 12 months, consistent with a "highly leveraged" financial risk profile. S&P could lower the rating upon the emergence of rival product offerings threatening Sage's competitive position. Such a scenario could encompass a double-digit revenue decline coupled with a 700-basis-point (bp) EBITDA margin contraction resulting in negative discretionary cash flow. S&P could consider an upgrade if it become confident that Sage is committed to reducing debt and sustaining leverage below 5x. Given the company's most recent decision to raise additional debt to fund a dividend distribution, S&P views an upgrade as unlikely over the next year. SCRUB ISLAND: FirstBank PR Opposes Bid to Disallow No Vote ---------------------------------------------------------- FirstBank Puerto Rico, prepetition secured lender to debtors Scrub Island Development Group Limited, et al., objected to the Debtors' motion for entry of an order designating the vote of FirstBank Puerto Rico to reject their Plan of Reorganization. The Debtors' designation motion requested that the Court enter an order disallowing or designating FirstBank's Class 2 vote to reject the Plan. FirstBank asserted that the motion must be denied because the Debtors have failed to meet their heavy burden of demonstrating vote-specific or plan-specific conduct of FirstBank that warrants resort to the equitable remedy of designation under Section 1126(3) of the Bankruptcy Code. As reported in the TCR on Nov. 11, 2014, the Debtors sought approval of its proposed plan to exit Chapter 11 protection. In its motion, the company asked U.S. Bankruptcy Judge Michael Williamson to approve its restructuring plan despite FirstBank Puerto Rico's vote rejecting the plan. FirstBank, which holds more than $63.8 million secured claim, is the only voting creditor that did not accept the restructuring plan. Meanwhile, the plan was accepted by unsecured creditors which, together, hold more than $19.56 million in claims, a ballot report filed by Scrub Island shows. Daniel Fogarty, Esq., at Stichter, Riedel, Blain & Prosser P.A., in Tampa, Florida, said the treatment of First Bank's secured claim under the plan is "fair and equitable." "The plan provides for the retention by FirstBank of its liens to the extent of its allowed claims and provides that it will receive both the present value of its secured claim and payments equaling the amount of its allowed claims," Mr. Fogarty said. The plan also provides for FirstBank to receive the equivalent of its lien, according to Scrub Island's lawyer. In a separate filing, Scrub Island asked Judge Williamson to either disallow or designate the bank's vote. The company argued FirstBank doesn't have an allowed claim by virtue of the complaint it brought against the bank, and that the Puerto Rican bank voted to reject the plan in bad faith. Scrub Island on June 24 filed the complaint, seeking to disallow the bank's claims and to transfer any liens securing its claims to the company's estate. FirstBank, US Trustee Oppose Plan In a court filing, FirstBank said the proposed plan cannot be confirmed because it deprives the bank of its pre-bankruptcy lien. FirstBank questioned Scrub Island's proposal to allocate 50% of the proceeds of sale of real estate on which the bank has a first priority lien to RCB Equities #1, LLC, the company funding the plan. The restructuring plan also drew flak from the U.S. Trustee, the Justice Department's bankruptcy watchdog. The agency said the plan contains "broad non-debtor third-party release and exculpation provisions," which are prohibited by the Bankruptcy Code. 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. SENECA GAMING: S&P Withdraws 'BB' Issuer Credit Rating ------------------------------------------------------ Standard & Poor's Ratings Services said it withdrew its ratings, including the 'BB' issuer credit rating, on Seneca Gaming Corp. at the issuer's request. "The withdrawal follows the complete repayment of Seneca's term loan ($52.5 million was outstanding as of June 30, 2014) due 2015 and its $325 million senior notes due 2018," said Standard & Poor's credit analyst Ariel Silverberg. Seneca called the notes and redeemed them on Dec. 2, 2014, with proceeds from a new credit facility that S&P will not rate. SHOTWELL LANDFILL: Wants Adequate Protection Payments to LSCG ------------------------------------------------------------- Shotwell Landfill, Inc., and its affiliated debtors move for approval from the Bankruptcy Court of adequate protection payments LSCG Fund 18, LLC. LSCG claims that the Debtors and related entities executed several promissory notes to Branch Banking and Trust Company. On Aug. 19, 2013, BB&T and LSCG entered into a Note Purchase and Sale Agreement whereby LSCG purchased the above-described promissory notes from BB&T. The Loan Sale closed on Aug. 19, 2013. Pursuant to a Settlement Term Sheet, the parties agreed to adequate protection payments to LSCG, to be applied to interest on its allowed secured claim, in the amount of $2,250 per day commencing November 11, 2014, and continuing through the earlier to occur of confirmation of the Debtors' Amended Chapter 11 Plan or the date on which the Bankruptcy Court declines to confirm the Plan. The Debtors propose to make such payment monthly, with the first such payment to be made on Dec. 1, 2014. About Shotwell Landfill Raleigh, North Carolina-based Shotwell Landfill, Inc., and its affiliates filed Chapter 11 bankruptcy petitions (Bankr. E.D.N.C. Lead Case No. 13-02590) in Wilson on April 19, 2013. Blake P. Barnard, Esq., William P. Janvier, Esq., and Samantha Y. Moore, Esq., at the Janvier Law Firm, PLLC, in Raleigh, N.C., serve as the Debtors' counsel. William W. Pollock, Esq., at Ragsdale Liggett PLLC, in Raleigh, N.C., is the special counsel. Shotwell Landfill appointed Doug Gurkins as restructuring officer. Shotwell, in its amended schedules, disclosed $23,235,236 in assets and $10,049,020 in liabilities. * * * Judge Stephani W. Humrickhouse has terminated the exclusivity period within which the affiliate debtors of Shotwell Landfill Inc., may file a chapter 11 plan and disclosure statement. On August 25, 2014, secured creditor LSCG Fund 18, LLC, filed with the Bankruptcy Court a Second Amended Consolidated Chapter 11 Plan of Liquidation for Shotwell Landfill et al. The Plan states that the Debtors' creditors are best served if the landfill located at 4724 Smithfield Road, Wendell, North Carolina 27591, and all of the Debtors' property are managed, marketed, and liquidated. Within six months of the confirmation date (or at a later time as a liquidation trustee will determine only after consultation and approval by LSCG and the Unsecured Creditors' Committee), the Liquidation Trustee will conduct an auction of the property, including the Landfill. SKYLINE MANOR: Menomonee Health Buys Retirement Home for $13MM -------------------------------------------------------------- Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that Skyline Manor Inc., a retirement facility in Omaha, Nebraska, will be purchased by Menomonee Health Holdings LLC for $13 million, under a settlement among the Chapter 11 trustee, the Official Committee of Unsecured Creditors, and secured lender Oxford Finance LLC owed $12.8 million. According to the report, the settlement calls for Oxford to set aside $200,000 for unsecured creditors and another $558,000 to cover costs of the Chapter 11 effort. About Skyline Manor Skyline Manor Inc. is a Nebraska non-profit corporation that operates a 199-unit continuing care retirement community and a 140 unit independent living facility in Omaha. Skyline Manor filed a Chapter 11 bankruptcy petition (Bankr. D. Neb. Case No. 14-80934) on May 8, 2014. The petition was signed by John W. Bartle as chief restructuring officer. Judge Thomas L. Saladino presides over the case. The Debtor disclosed $19,892,926 in assets and $13,732,877 in liabilities as of the Chapter 11 filing. Mr. Ross has been appointed as the Chapter 11 trustee for Skyline Manor. SPENDSMART NETWORKS: Files Financial Statements of TechXpress ------------------------------------------------------------- SpendSmart Networks, on Sept. 18, 2014, closed on its acquisition of substantially all of the web related assets of TechXpress, Inc. On Dec. 2, 2014, the Company amended the Form 8-K to include TechXpress' unaudited interim consolidated financial statements for the six month period ended June 30, 2014, the audited consolidated financial statements for the year ended Dec. 31, 2013, and the unaudited pro forma consolidated financial information related to our TechXpress acquisition required by Items 9.01(a) and 9.01(b) of Form 8-K. TechXpress reported net income of $103,521 on $741,855 of net revenue for the six months ended June 30, 2014, compared to net income of $103,132 on $831,994 of net revenue for the same period last year. As of June 30, 2014, TechXpress had $170,108 in total assets, $1.70 million in total liabilities and a $1.53 million total stockholders' deficit. A full-text copy of the Form 10-Q is available for free at: http://is.gd/XA7Mv4 About SpendSmart Networks SpendSmart Networks, Inc., provides proprietary loyalty systems and a suite of digital engagement and marketing services that help local merchants build relationships with consumers and drive revenues. These services are implemented and supported by a vast network of certified digital marketing specialists, aka "Certified Masterminds," who drive revenue and consumer relationships for merchants via loyalty programs, mobile marketing, mobile commerce and financial tools, such as prepaid card and reward systems. We enter into licensing agreements for our proprietary loyalty marketing solution with "Certified Masterminds" which sell and support the technology in their respective markets. The Company's products aim to make Consumers' dollars go further when they spend it with merchants in the SpendSmart network of merchants, as they receive exclusive deals, earn rewards and ultimately build a connection with their favorite merchants. For the 12 months ended Sept. 30, 2013, the Company reported a net loss and comprehensive loss of $12.58 million on $1.02 million of revenues compared with a net loss and comprehensive loss of $21.09 million on $1 million of revenues for the same period in 2012. As of Sept. 30, 2014, the Company had $12.02 million in total assets, $1.92 million in total liabilities and $10.10 million in total stockholders' equity. EisnerAmper LLP, in Iselin, New Jersey, issued a "going concern" qualification on the consolidated statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company has incurred net losses since inception and has an accumulated deficit at Dec. 31, 2013. These factors among others raise substantial doubt about the ability of the Company to continue as a going concern. TENNECO INC: Moody's Rates New $225MM Sr. Unsecured Notes 'Ba3' --------------------------------------------------------------- Moody's Investors Service assigned a Ba3 to Tenneco Inc.'s new $225 million of senior unsecured notes due 2024. In a related action, Moody's affirmed Tenneco's Ba2 Corporate Family Rating, Ba2-PD Probability of Default Rating, and Ba3 rating of the company's $500 million senior unsecured notes due 2020. The Baa2 ratings on the existing senior secured credit facilities are unaffected. The proceeds from the new note offering will be used to fund the previously announced tender offer of Tenneco's existing senior notes due 2018. The Speculative Grade Liquidity Rating was affirmed at SGL-2. The rating outlook remains stable. Ratings assigned: Tenneco Inc. Senior unsecured notes due 2024, Ba3 (LGD4) Ratings affirmed: Tenneco Inc. Corporate Family Rating, Ba2 Probability of Default Rating, Ba2-PD Senior unsecured notes due 2020, Ba3 (LGD4) Speculative Grade Liquidity Rating, SGL-2 Ratings on the senior notes due 2018 a will be withdrawn at the closing of the refinancing transaction. Ratings Rationale Tenneco's Ba2 Corporate Family Rating (CFR) incorporates Moody's belief that continued growth in the company's Clean Air division (about 59% of YTD September 2014 value-add revenues) and sustained improvement in profitability are supportive of the assigned rating over the intermediate-term. Growth in the Clean Air segment is primarily being driven by North America and the Asia Pacific regions with more modest growth in Europe and softness in South America. A key fundamental driver of growth in this segment is the increase in emission control regulations globally. As a result of these regulations, Moody's expect higher penetration of the company's clean air products resulting in growth that is in excess of general commercial vehicle and automotive industry growth. In addition, the company's ride control business is experiencing improved profitability following prior restructuring actions and reductions in current restructuring expenses. For the LTM period ending September 30, 2014, EBITA/interest was 5.3x and Debt/EBITDA was 2.6x, both figures that Moody's expect to improve over the next 12-18 months. Since the company tends generate its highest levels of cash from operations during the final quarter, Moody's expect 2014 year-end leverage to be modestly lower and to reach about 2.2x over the intermediate-term. The stable rating outlook incorporates Moody's expectation that Tenneco's credit metrics will continue to strengthen over the intermediate-term supported by greater penetration of clean air products and realized benefits from prior restructuring actions in addition to expected interest expense savings from the realized refinancing transaction. Free cash flow generation is expected to support the assigned rating over the intermediate-term. Tenneco's SGL-2 Speculative Grade Liquidity rating reflects the expectation of a good liquidity profile over the near-term supported by the company's cash balances, revolving credit availability, and free cash flow generation. As of September 30, 2014, the company maintained cash and cash equivalents of $275 million. The $850 million senior secured revolving credit facility matures in 2017 and supports operating flexibility. Tenneco is anticipated to generate positive free cash flow over the near-term even with higher levels of working capital and capital expenditures required to support the company's clean air division. Tenneco also relies in part on accounts receivable securitization as a source of financing. If the company is unable to extend these securitizations, additional borrowings under the revolving credit facility may be required to meet liquidity needs. The credit facility contains two financial covenants including a maximum net leverage ratio and a minimum interest coverage ratio. Moody's expect the company to maintain a good cushion to these covenants over the next 12-18 months. Future events that could drive Tenneco's ratings higher include continued growth in the company's clean air division supporting stronger profitability and cash flow resulting in consistent debt reduction on a fiscal year-end basis. Consideration for a higher rating or outlook could arise if these factors, in Moody's view, could lead to EBITA/Interest being sustained at over 5.5x and Debt/EBITDA sustained below 2x. Future events that could drive Tenneco's outlook or ratings lower include declines in global automotive or commercial vehicle production or loss of momentum in the company's clean air product penetration resulting in weakening credit metrics or liquidity. Consideration for a lower rating could arise if these factors were to lead to expected fiscal year-end Debt/EBITDA approaching 3.5x or EBITA/Interest coverage at 3.5x times. The principal methodology used in these ratings was Global Automotive Supplier Industry published in May 2013. Other methodologies used include Loss Given Default for Speculative- Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Tenneco, headquartered in Lake Forest, Illinois, is a leading manufacturer of automotive emissions control (approximately 59% of YTD September 2014 value-add revenues) and ride performance (approximately 41%) products and systems for both the worldwide original equipment market and aftermarket. Leading brands include Monroe, Rancho, Clevite, and Fric Rot ride control products and Walker, Fonos, and Gillet emission control products. Revenue through the LTM period ending September 30, 2014 was $8.4 billion. TENNECO INC: S&P Assigns 'BB' Rating on $225MM Notes Due 2024 ------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'BBB' issue-level rating and '1' recovery rating, to Lake Forest, Ill.-based Tenneco Inc.'s proposed revolving credit facility and term loan. The ratings are based on our estimate of the size of the new secured debt. The '1' recovery rating indicates S&P's expectation that lenders will receive a very high recovery (90%-100%) in the event of a default. S&P also assigned the 'BB' issue-level rating and '5' recovery rating to the company's proposed $225 million senior unsecured notes due in 2024. The '5' recovery rating indicates S&P's expectation that lenders will receive a modest recovery (10%-30%) in the event of a default. The company plans to use the borrowings under the credit facility and the net proceeds of the notes offering to refinance its existing senior secured credit facilities, which include a $850 million revolving credit facility due 2017 and a $213 million term loan A due 2017, and repay the existing notes due 2018. The refinancing replaces existing debt with new debt and therefore does not affect the company's financial credit metrics or alter our expectations for the ratings. Tenneco's ratio of debt to EBITDA for the 12 months ended Sept. 30, 2014, was 1.8x and the ratio of free operating cash flow to debt was over 10%. Even with the issuance of notes in 2014 and draw-down of the term loan in 2015, S&P expects leverage to remain significantly below 2x and the ratio of free operating cash flow to debt to stay above 10%. The new revolver and term loan are guaranteed by each material domestic subsidiary and are secured by substantially all of the assets of the borrower, subject to a 65% limitation on the capital stock of each of the borrower's direct and indirect first-tier foreign subsidiaries. The notes are senior unsecured obligations that each material domestic subsidiary guarantees on an unsecured basis. In right of payment, the notes are subordinated to the company's existing and future secured debt and equal to all existing and future senior unsecured debt. The 'BB+' corporate credit rating and stable outlook on Tenneco reflect its "intermediate" financial risk profile and its "fair" business risk profile, reflecting the highly cyclical light- vehicle and commercial-vehicle markets in which it competes. RATINGS LIST Tenneco Inc. Corporate credit rating BB+/Stable/-- New Ratings Tenneco Inc. Senior secured Revolver BBB Recovery rating 1 Term loan BBB Recovery rating 1 Senior unsecured $225 mil. notes due 2024 BB Recovery rating 5 TEXOMA PEANUT: Court Approves Dec. 15 Auction for Assets -------------------------------------------------------- Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that the U.S. Bankruptcy Court in Okmulgee, Oklahoma, approved the procedures governing the sale of Texoma Peanut Co., and scheduled a Dec. 15 auction to be followed by a Dec. 17 sale hearing. About Texoma Peanut Texoma Peanut Company was incorporated by Clint Williams in 1961 as a Southern Oklahoma bulk peanut drying, handling and storage operation, buying and storing peanuts for shellers. In 1968, The Clint Williams Company was established as a sheller and processor of peanuts for both seed and edible markets. Although The Clint Williams Company was later merged into TPC, the company continues to do its processed peanut business under the "Clint Williams Company" name which is the name known best in the domestic and international peanut industry. TPC and its subsidiaries own 15 buying points and storage facilities -- 4 in Oklahoma, 9 in Texas, and 2 in Mississippi. TPC owns 99% of Clint Williams Company- Western Division LLC and 100% of Clint-Co Peanut Company. TPC and two subsidiaries sought Chapter 11 bankruptcy protection (Bankr. E.D. Okla. Lead Case No. 14-81334) in Okmulgee, Oklahoma, on Nov. 6, 2014. The cases are assigned to Judge Tom R. Cornish. The judge has granted joint administration of the Chapter 11 cases. According to the docket, the Debtors' Chapter 11 plan and disclosure statement are due March 6, 2015. Creditors who are governmental entities have until May 9, 2015, to file claims. The Debtors have tapped Crowe & Dunlevy as counsel and Dixon Hughes Goodman as bankruptcy accountants. The Debtors say they have $49 million in assets. Secured debt includes $3.45 million owed to Wells Fargo Bank, N.A., and $2.33 million owed to Wells Fargo Equipment Finance. Wells Fargo Bank is represented by William L. Wallander, Esq., at VINSON & ELKINS LLP, in Dallas, Texas. As of the Petition Date, an official committee of unsecured creditors has not yet been appointed in the Cases. The Debtors sought bankruptcy for protection with plans to sell all of their core business assets and, thereafter, file a joint plan of reorganization. The Debtors expect that by Nov. 24, 2014, they will have obtained a court order approving the bid procedures and scheduling an auction date and final sale hearing. The Debtors intend to consummate the sale on or prior to Dec. 31, 2014. TEXOMA PEANUT: Hires Lakeshore Food as Sale Advisor --------------------------------------------------- Texoma Peanut Company and its debtor-affiliates ask for authorization from the U.S. Bankruptcy Court for the Eastern District of Oklahoma to employ Lakeshore Food Advisors, LLC as sale advisor for the Debtors. The Debtors require Lakeshore Food to: (a) assist and advise the Debtors in developing a strategy for accomplishing the sale of the Debtors' peanut processing business and related operations; (b) advise the Debtors in developing a list of prospective Buyers after considering the qualitative and quantitative characteristics of such parties and evaluating each such party against the strategic and financial objectives of the Debtors; (c) assist the Debtors in preparing an information packet for distribution to prospective Buyers; (d) contact prospective Buyers; (e) provide the Debtors with written progress reports regarding the status of the Transaction; (f) facilitate and respond to questions raised by prospective Buyers; (g) assist the Debtors in reviewing, preparing and presenting information and attend meetings and conference calls with prospective Buyers; (h) coordinate and supervise due diligence by prospective Buyers; (i) assist the Debtors in evaluating proposals from prospective Buyers; (j) assist the Debtors in reviewing, structuring, negotiating, and executing all Transaction related agreements with prospective Buyers; and (k) assist the Debtors in closing the Transaction. The Debtors will compensate Lakeshore Food in accordance with the terms and conditions and at the times set forth in the Services Agreement, which provides in relevant part for the following compensation structure ("Fee Structure"): -- The Debtors paid Lakeshore a non-refundable fee of $125,000 upon execution of the Services Agreement. This amount was exhausted prior to the filing of these chapter 11 cases; -- The Debtors have agreed to pay Lakeshore a Success Fee according to the terms set forth in the Services Agreement; -- The Debtors have agreed to pay Lakeshore a DIP Success Fee in the event Lakeshore provides DIP Financing Services in connection with these chapter 11 cases according to the terms set forth in the Services Agreement; and -- The Debtors have agreed to pay Lakeshore a Tail Fee according to the terms set forth in the Services Agreement. Lakeshore Food will also be reimbursed for reasonable out-of- pocket expenses incurred. Mary L. Burke, partner of Lakeshore Food, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Lakeshore Food can be reached at: Mary L. Burke LAKESHORE FOOD ADVISORS, LLC 20th North Wacker Drive, Suite 1701 Chicago, IL 60606 Tel: (312) 348-7080 Fax: (312) 376-1585 About Texoma Peanut Texoma Peanut Company was incorporated by Clint Williams in 1961 as a Southern Oklahoma bulk peanut drying, handling and storage operation, buying and storing peanuts for shellers. In 1968, The Clint Williams Company was established as a sheller and processor of peanuts for both seed and edible markets. Although The Clint Williams Company was later merged into TPC, the company continues to do its processed peanut business under the "Clint Williams Company" name which is the name known best in the domestic and international peanut industry. TPC and its subsidiaries own 15 buying points and storage facilities -- 4 in Oklahoma, 9 in Texas, and 2 in Mississippi. TPC owns 99% of Clint Williams Company- Western Division LLC and 100% of Clint-Co Peanut Company. TPC and two subsidiaries sought Chapter 11 bankruptcy protection (Bankr. E.D. Okla. Lead Case No. 14-81334) in Okmulgee, Oklahoma, on Nov. 6, 2014. The cases are assigned to Judge Tom R. Cornish. The judge has granted joint administration of the Chapter 11 cases. According to the docket, the Debtors' Chapter 11 plan and disclosure statement are due March 6, 2015. Creditors who are governmental entities have until May 9, 2015, to file claims. The Debtors have tapped Crowe & Dunlevy as counsel and Dixon Hughes Goodman as bankruptcy accountants. The Debtors say they have $49 million in assets. Secured debt includes $3.45 million owed to Wells Fargo Bank, N.A., and $2.33 million owed to Wells Fargo Equipment Finance. Wells Fargo Bank is represented by William L. Wallander, Esq., at VINSON & ELKINS LLP, in Dallas, Texas. As of the Petition Date, an official committee of unsecured creditors has not yet been appointed in the Cases. The Debtors sought bankruptcy for protection with plans to sell all of their core business assets and, thereafter, file a joint plan of reorganization. The Debtors intend to consummate the sale on or prior to Dec. 31, 2014. THELEN LLP: Partners at Failing Firms Could Be Working for Free --------------------------------------------------------------- Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that U.S. Bankruptcy Judge Allan L. Gropper in New York ruled in the liquidation of law firm Thelen LLP that partners at law firms that go out of business risk working for free if there's no net income and they must cough up anything they receive in excess of their share of net income. According to the report, Judge Gropper explained Thelen's three categories of partners: equity partners entitled only to share net income, equity partners with guaranteed income, and income partners with fixed salaries. His opinion dealt with nine equity partners only entitled to share net income, the report related. Judge Gropper's opinion is Geron v. Fontana (In re Thelen LLP), 11-ap-02648, U.S. Bankruptcy Court, Southern District of New York (Manhattan). About Thelen LLP Thelen LLP, formerly known as Thelen Reid Brown Raysman & Steiner -- http://thelen.com/-- is a bi-coastal American law firm in process of dissolution. It was formed as a product between two mergers between California and New York-based law firms, mostly recently in 2006. Its headcount peaked at roughly 600 attorneys in 2006, and had 500 early in 2008, with offices in eight cities in the United States, England and China. In October 2008, Thelen's remaining partners voted to dissolve the firm. As reported by the Troubled Company Reporter on Sept. 22, 2009, Thelen LLP filed for Chapter 7 protection. The filing was expected due to the timing of a writ of attachment filed by one of Thelen's landlords, entitling the landlord to $25 million of the Company's assets. The landlord won approval for that writ in June 2009, but Thelen could void the writ by filing for bankruptcy within 90 days of that court ruling. Thelen, according to AM Law Daily, has repaid most of its debt to its lending banks. TRAVELPORT WORLDWIDE: Appoints Chief Information Officer -------------------------------------------------------- Travelport appointed Matt Minetola as its new chief information officer. Minetola, who takes on responsibility for leading Travelport's Technology organization with immediate effect, brings more than 27 years of global experience of large scale technology leadership gained in both the hardware, software and banking industries. Most recently, he was CIO for HP Financial Services. Gordon Wilson, president and CEO for Travelport, said: "Matt joins Travelport in a key role for our business at an important stage in our growth as a company. Our Travel Commerce Platform is by definition a technology-led offering where we are breaking new ground in the delivery of exciting innovations in airline merchandising, hotel distribution, corporate travel management systems and B2B payments. Matt's experience and expertise of driving change, managing scale and complexity across both applications development and infrastructure gained in very relevant industries to our own make him a great addition to our team." Matt Minetola added: "It is not often that the opportunity comes along to join a leading business, like Travelport, which has already commenced fundamental improvements within its industry. With the creation of the Travel Commerce Platform, Travelport has already begun to change the way travel products are distributed, sold, and paid for on a global basis. I look forward to building on that foundation and applying my experience across the entire breadth of the Travelport team, such that we realize the full growth potential of the business over the coming years." During a 14-year tenure at HP, Minetola served in a variety of IT leadership roles. Prior to his most recent position, he spent three years leading the technology organization for HP's print business which produced and supported all enterprise and consumer print products and consumables through direct, channel, and retail outlets. Minetola also held senior technology-centric positions with Compaq, prior to its acquisition by HP, and First USA/BankOne, where he served as senior vice president of information services and as chief technology officer and acting CIO of Wingspanbank.com. About Travelport Worldwide Travelport Worldwide Limited is a travel commerce platform providing distribution, technology, payment and other solutions for the global travel and tourism industry. The Company's balance sheet at Sept. 30, 2014, showed $2.99 billion in total assets, $3.20 billion in total liabilities and a $210 million total deficit. * * * As reported by the TCR on Sept. 8, 2014, Standard & Poor's Ratings Services raised to 'B-' from 'CCC+' its long-term corporate credit ratings on U.K.-based travel services provider Travelport Worldwide Limited and its new wholly owned financing entity, Travelport Finance (Luxembourg) S.a.r.l. (Travelport Finance). The outlook is stable. VARIANT HOLDING: Has Until April 27 to File Plan ------------------------------------------------ Judge Brendan Linehan Shannon of the U.S. Bankruptcy Court for the District of Delaware extended Variant Holding Company, LLC's exclusive plan filing period until April 27, 2015, and its exclusive solicitation period until June 26, 2015. The Debtor has stated that it requires additional time to propose a plan because any plan in its Chapter 11 case will be based on value to be derived from the Debtor's subsidiary assets. The Debtor said it is currently in the process of marketing its assets for sale. Once value is realized from the Debtor's subsidiaries, the Debtor said it will be in a position to propose a plan. About Variant Holding Variant Holding Company, LLC, commenced bankruptcy proceedings under Chapter 11 of the U.S. Bankruptcy Code in Delaware (Case No. 14-12021) on Aug. 28, 2014, without stating a reason. Tucson, Arizona-based Variant Holding estimated $100 million to $500 million in assets and less than $100 million in debt. The Debtor has tapped Peter J. Keane, Esq., at Pachulski Stang Ziehl & Jones LLP, as counsel. Members holding the majority of the interests in the company, namely Conix WH Holdings, LLC, Conix Inc., Numeric Holding Company, LLC, Walkers Dream Trust, and Variant Royalty Group, LP, signed the resolution authorizing the bankruptcy filing. VILLAGE HOTEL: Lake Las Vegas Ex-Owners Settle Suit for $115MM -------------------------------------------------------------- Patrick Fitzgerald, writing for The Wall Street Journal, citing confidential settlements, reported that billionaire brothers Sid and Lee Bass and other former owners of Lake Las Vegas paid $115 million to quietly settle a long-running lawsuit tied to the luxurious golf community and resort's collapse into bankruptcy in 2008. According to the report, the lawsuit was brought by Larry Lattig, a court-appointed bankruptcy trustee, who sued the initial backers of Lake Las Vegas for the $470 million they took out of the project -- a 3,600-acre resort community centered on a man-made lake about 20 miles from the Las Vegas Strip -- before it tumbled into bankruptcy. Headquartered in Henderson, Nevada, Lake at Las Vegas Joint Venture, LLC and 14 of its debtor-affiliates -- http://www.lakelasvegas.com/-- are owners and developers of 3,592-acre residential and resort destination Lake Las Vegas Resort in Las Vegas, Nevada. Centered around a 320-acre man-made lake, Lake Las Vegas contains more than 9,000 residential units, and also includes two luxury resort hotels (a Loews and a Ritz- Carlton), a casino, a specialty retail village shopping area, marinas, three signature golf courses and related clubhouses, and other real property. The Debtors filed separate petitions for Chapter 11 relief (Bankr. D. Nev. Lead Case No. 08-17814) on July 17, 2008. When Lake at Las Vegas Joint Venture, LLC, filed for protection from its creditors, it estimated assets of $100 million to $500 million, and debts of $500 million to $1.0 billion. Courtney E. Pozmantier, Esq., Martin R. Barash, Esq., at Klee, Tuchin, Bogdanoff & Stern LLP, Jason D. Smith, Esq., at Santoro, Driggs, Walch, Kearney, Holley & Thompson, Jeanette E. McPherson, Esq., Lenard E. Schwartzer, Esq., at Schwartzer & McPherson Law Firm, represent the Debtors as counsel. Kaaran E. Thomas, Esq., Ryan J. Works, Esq., at McDonald Carano Wilson LLP, represent the Official Committee of Unsecured Creditors as counsel. VINE OIL: Moody's Assigns B3 CFR & Rates New $350MM Loan Caa2 ------------------------------------------------------------- Moody's Investors Service assigned first time ratings to Vine Oil & Gas LP's proposed term loan facilities, including a B3 rating to its proposed $500 million Term Loan B and a Caa2 rating to its proposed $350 million Term Loan C. Moody's also assigned a B3 Corporate Family Rating (CFR), a B3-PD Probability of Default Rating and a SGL-3 Speculative Grade Liquidity rating. The rating outlook is stable. The ratings are subject to receipt and review of final documentation. The net proceeds from the term loan facilities, in addition to $461 million in common equity from Blackstone, will be used to finance the roughly $1.1 billion acquisition of the Haynesville and Mid-Bossier assets from Shell, pay $79 million in fees and expenses, and with the remaining $50 million going as cash to the balance sheet. Assignments: Issuer: Vine Oil & Gas LP Corporate Family Rating, Assigned B3 Probability of Default Rating, Assigned B3-PD Speculative Grade Liquidity Rating, Assigned SGL-3 $500 Million Senior Secured Bank Credit Facility, Assigned B3 (LGD 3) $350 Million Senior Secured Bank Credit Facility, Assigned Caa2 (LGD 5) Ratings Rationale Vine's B3 CFR reflects its early-stage operations, with inherent execution risks in implementing its development plans and reversing production declines at a sufficiently low cost structure in order to support adequate returns in its entirely natural gas- concentrated asset base in the Haynesville and Mid-Bossier plays. The B3 rating further reflects the company's high leverage (in terms of retained cash flow/debt), weak interest coverage and low leveraged cash margins relative to a number of its higher rated peers. The B3 CFR is supported by a sizable production profile for a B3 rating, the company's deep drilling inventory and the de-risked nature of its acreage in Haynesville, and a seasoned operating team that has direct experience with the assets. The rating also reflects adequate liquidity through 2015 in order to weather through certain of the attendant risks and challenges of ramping up a newly formed company. The $500 million Term Loan B is rated B3, in line with Vine's B3 CFR, which is one notch lower than what is suggested by Moody's Loss Given Default methodology. The $350 million Term Loan C is rated Caa2, two notches below Vine's B3 CFR. The term loan facility benefits from upstream guarantees and security in substantially all the assets of Vine. However, the $500 million Term Loan B is contractually subordinated to Vine's $250 million revolving credit facility, which benefits from a super priority lien on the collateral. Vine's $350 million Term Loan C is contractually subordinated to the $500 million Term Loan B, with the Term Loan B having a first priority lien (subject to the super priority lien of the revolving credit facility) on the collateral and the Term Loan C having a second priority lien on the collateral. Vine's SGL-3 rating reflects an adequate liquidity profile through 2015. At closing of the Shell asset acquisition, Vine will have $99 million of cash on the balance sheet and an undrawn revolving credit facility. The revolving credit facility has an initial borrowing base of $250 million, with a minimum borrowing base of $200 million for the three years following the closing date. Covenant cushion under financial covenants are projected to be good. The rating outlook is stable. Moody's could upgrade the ratings once Vine fully establishes itself as an operating entity, with a rising production trend, leveraged full-cycle ratio above 1.0x, and retained cash flow/debt maintained above 15%. Moody's could downgrade the ratings if there is a significant deterioration in liquidity or if the company is not able to execute on its development plans. The principal methodology used in this rating was the Global Independent Exploration and Production Industry published in December 2011. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Vine Oil & Gas LP is a privately-owned, newly formed natural gas focused independent exploration and production company, headquartered in Plano, Texas. It is owned by Blackstone Group L.P. VINE OIL: S&P Assigns 'B' CCR & Rates $500MM 1st Lien Loan 'B' -------------------------------------------------------------- Standard & Poor's Ratings Services said it assigned its 'B' corporate credit rating to Plano, Texas-based Vine Oil & Gas L.P. The outlook is stable. S&P also assigned its 'B' issue-level rating to the company's $500 million first-lien term loan due 2021. The recovery rating on this debt is '4', reflecting S&P's expectation for average recovery (30% to 50%) in the event of a payment default. S&P also assigned its 'CCC+' issue-level rating (two notches below S&P's corporate credit rating on Vine) to the company's $350 million second-lien term loan due 2022. The recovery rating on this debt is '6', reflecting S&P's expectation for negligible recovery (less than 10%) in the event of a payment default. In August 2014, private equity firm Blackstone and Vine Oil & Gas agreed to acquire natural gas properties in the Haynesville Shale from Royal Dutch Shell PLC for a total cash consideration of about $1.2 billion. Vine is 100% owned by Blackstone and the management team. Coupled with an equity contribution from Blackstone of $460 million, proceeds from the proposed debt issuance will be used to fund the transaction. "The stable outlook reflects our view that Vine will be able to profitably develop its acreage and maintain an adequate liquidity profile over the next two years," said Standard & Poor's credit analyst Christine Besset. S&P would consider lowering the ratings if Vine's liquidity situation deteriorated materially. Such a scenario would likely occur due to a decline in natural gas prices, higher-than-expected costs, or lower-than-anticipated production, combined with an absence of support from the company's equity sponsor. S&P considers an upgrade unlikely within the next 12 months given its assessment of the company's business risk profile and its expectation that the company's debt leverage will remain high during the next three years. While unlikely over the next year, S&P' could raise the rating if Vine meaningfully increases its proved reserves while improving credit ratios significantly. WAFERGEN BIO-SYSTEMS: To Issue 900,000 Shares Under 2008 Plan ------------------------------------------------------------- Wafer Bio-Systems, Inc., filed a Form S-8 registration statement with the U.S. Securities and Exchange Commission to register an additional 900,000 shares of common stock, par value $0.001 per share of the Company, which may be offered or sold to participants under the WaferGen Bio-systems, Inc. 2008 Stock Incentive Plan, and to register 98,932 shares of Common Stock which have been granted under nonstatutory stock option agreements. A copy of the prospectus is available at http://is.gd/WmHGEu About WaferGen Bio-systems Fremont, California-based WaferGen Bio-systems, Inc., engages in the development of systems for gene expression quantification, genotyping and stem cell research. Since 2008, the Company's primary focus has been on the development, manufacture and marketing of its SmartChip System, a genetic analysis platform used for profiling and validating molecular biomarkers in the life sciences and pharmaceutical drug discovery industries. WaferGen reported a net loss attributable to common stockholders of $17.71 million in 2013, following a net loss attributable to common stockholders of $8.97 million in 2012. SingerLewak LLP, in San Jose, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company has incurred operating losses and negative cash flows from operating activities since inception which raise substantial doubt about the Company's ability to continue as a going concern. WESTMORELAND COAL: Reports Early Results of Tender Offer -------------------------------------------------------- Westmoreland Coal Company announced early results for its previously announced tender offer and related consent solicitation commenced on Nov. 17, 2014 for its 10.75% Senior Secured Notes due 2018 (CUSIP 960887AB3). An aggregate of $664,002,000 principal amount of Notes, representing 98.30% of the Notes outstanding, has been tendered as of 5:00 p.m., New York City time, on Dec. 1, 2014. Accordingly, the requisite consents to approve the proposed amendments pursuant to the consent solicitation have been obtained. Withdrawal and revocation rights expired at 5:00 p.m., New York City time, on Dec. 1, 2014, and Notes tendered may no longer be withdrawn and consents delivered may no longer be revoked. The tender offer is scheduled to expire at 12:00 a.m., New York City time, on Dec. 15, 2014, unless extended or earlier terminated. Westmoreland does not intend to register the Notes under the Securities Act of 1933, as amended, or applicable state securities laws, and may not offer or sell the Notes in the United States absent registration under, or an applicable exemption from the registration requirements of, the Securities Act and applicable state securities laws. Westmoreland expects that the initial purchasers of the Notes may resell the Notes pursuant to Rule 144A and Regulation S under the Securities Act. About Westmoreland Coal Colorado Springs, Colo.-based Westmoreland Coal Company (NYSE AMEX: WLB) -- http://www.westmoreland.com/-- is the oldest independent coal company in the United States. The Company's coal operations include coal mining in the Powder River Basin in Montana and lignite mining operations in Montana, North Dakota and Texas. Its power operations include ownership of the two-unit ROVA coal-fired power plant in North Carolina. Westmoreland Coal incurred a net loss applicable to common shareholders of $6.05 million in 2013, a net loss applicable to common shareholders of $8.58 million in 2012 and a net loss applicable to common shareholders of $34.46 million in 2011. * * * As reported by the TCR on Nov. 20, 2014, Standard & Poor's Rating Services raised its corporate credit rating on Westmoreland Coal Co. one-notch to 'B' from 'B-'. "The stable outlook is supported by Westmoreland's committed sales position over the next year, which should result in stable cash flows," said Standard & Poor's credit analyst Chiza Vitta. Moody's upgraded the corporate family rating (CFR) of Westmoreland Coal Company to B3 from Caa1, and assigned Caa1 rating to the company's proposed new $300 million First Lien Term Loan, the TCR reported on Nov. 20, 2014. The upgrade of the CFR reflects the company's successful integration of the Canadian mines acquired in April 2014, and Moody's expectation that the company's Debt/ EBITDA will track at around 5x in 2015 and 2016 and that the company will be break-even to modestly free cash flow positive over the same time period. WESTMORELAND COAL: S&P Rates Secured Notes Due 2021 'B' ------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'B' issue-level rating to Englewood, Colo.-based Westmoreland Coal Co.'s senior secured notes due 2021 (in line with preexisting senior secured debt). The recovery rating is '3', indicating S&P's expectation for meaningful (50% to 70%) recovery in the event of a default. The 'B' corporate credit rating on the company remains unchanged. The outlook is stable. "The stable outlook is supported by Westmoreland's committed sales position over the next year, which should result in stable cash flows. The company's long dated cost plus contracts provide protection against price volatility while the mine mouth strategy offers transportation and delivery advantages," said Standard & Poor's Chiza Vitta. "We anticipate liquidity will remain adequate over the next year given our expectation of manageable capital spending and positive free cash flow starting in 2015." S&P could lower its rating on Westmoreland if liquidity falls to a level S&P views as "less than adequate". This could be the result of unanticipated expenses associated with future acquisitions or if any operational issues cause production shortfalls. S&P would consider a positive rating action if leverage is sustained below 5x or if the diversification in incoming cash flows increases to a point that S&P views to be more consistent with a "fair" business risk profile. The latter scenario is less likely to occur over the next 12 months. * Recent Small-Dollar & Individual Chapter 11 Filings ----------------------------------------------------- In re Magdadene Dieuvil Bankr. M.D. Fla. Case No. 14-12478 Chapter 11 Petition filed November 10, 2014 In re 1340 Liberty, LLC dba The Commons at Franklin Bankr. W.D. Pa. Case No. 14-11193 Chapter 11 Petition filed November 10, 2014 See http://bankrupt.com/misc/pawb14-11193.pdf represented by: Daniel P. Foster, Esq. FOSTER LAW OFFICES E-mail: dan@mrdebtbuster.com In re 109 Buckskin LLC Bankr. C.D. Cal. Case No. 14-15101 Chapter 11 Petition filed November 12, 2014 See http://bankrupt.com/misc/cacb14-15101.pdf Filed Pro Se In re Gajendra Adhikari and Muna Khatri Adhikari Bankr. E.D. Cal. Case No. 14-31393 Chapter 11 Petition filed November 19, 2014 In re Ronnie H. Perryman Bankr. D. Ariz. Case No. 14-17480 Chapter 11 Petition filed November 24, 2014 In re Kapa Concepts Inc. dba Kapa Concepts Bankr. C.D. Cal. Case No. 14-12600 Chapter 11 Petition filed November 24, 2014 See http://bankrupt.com/misc/cacb14-12600.pdf Filed Pro Se In re Zev Jeff Bentow Bankr. C.D. Cal. Case No. 14-31963 Chapter 11 Petition filed November 24, 2014 In re Richard Carroll Sinclair Bankr. E.D. Cal. Case No. 14-91565 Chapter 11 Petition filed November 24, 2014 In re Hyman B Horowitz Bankr. S.D. Fla. Case No. 14-35912 Chapter 11 Petition filed November 24, 2014 In re Ernest Robert Pitschman and Patricia Ann Pitschman Bankr. M.D. Fla. Case No. 14-12936 Chapter 11 Petition filed November 24, 2014 In re P and R Brother's, LLC Bankr. D. Md. Case No. 14-27998 Chapter 11 Petition filed November 24, 2014 See http://bankrupt.com/misc/mdb14-27998.pdf represented by: Karen H. Moore, Esq. LAW OFFICE OF LORI SIMPSON, LLC E-mail: kmoore@lsimpsonlaw.com In re S and A Son's, LLC Bankr. D. Md. Case No. 14-27999 Chapter 11 Petition filed November 24, 2014 See http://bankrupt.com/misc/mdb14-27999.pdf represented by: Karen H. Moore, Esq. LAW OFFICE OF LORI SIMPSON, LLC E-mail: kmoore@lsimpsonlaw.com In re David Francis Charles Reyes Bankr. S.D.N.Y. Case No. 14-13233 Chapter 11 Petition filed November 24, 2014 In re David Francis Charles Reyes Bankr. S.D.N.Y. Case No. 14-13233 Chapter 11 Petition filed November 24, 2014 In re Robert G. Reilly Bankr. W.D.N.Y. Case No. 14-12660 Chapter 11 Petition filed November 24, 2014 In re Conrado Rosa Guzman Bankr. D.P.R. Case No. 14-09702 Chapter 11 Petition filed November 24, 2014 In re Lewis W. Council and Cynthia W. Council Bankr. E.D.N.C. Case No. 14-06828 Chapter 11 Petition filed November 24, 2014 In re Tul Investments, Inc. Bankr. C.D. Cal. Case No. 14-15294 Chapter 11 Petition filed November 25, 2014 See http://bankrupt.com/misc/cacb14-15294.pdf represented by: Matthew Abbasi, Esq. ABBASI LAW CORPORATION E-mail: matthew@anhlegal.com In re Gloria June Goldman Bankr. C.D. Cal. Case No. 14-32031 Chapter 11 Petition filed November 25, 2014 In re William Morgan Larson Bankr. D. Colo. Case No. 14-25889 Chapter 11 Petition filed November 25, 2014 In re 2938 Fairfield, LLC Bankr. D. Conn. Case No. 14-51784 Chapter 11 Petition filed November 25, 2014 See http://bankrupt.com/misc/ctb14-51784.pdf represented by: Ellery E. Plotkin, Esq. LAW OFFICES OF ELLERY E. PLOTKIN, LLC E-mail: EPlotkinJD@aol.com In re Skyborne International, LLC. Bankr. N.D. Ga. Case No. 14-73235 Chapter 11 Petition filed November 25, 2014 In re Silent W Communications, Inc. Bankr. N.D. Ill. Case No. 14-42479 Chapter 11 Petition filed November 25, 2014 represented by: Kevin Gallaher, Esq. BROOKS TARULIS &TIBBLE In re Michael Rudulph Ellis Carter Bankr. D. Md. Case No. 14-28122 Chapter 11 Petition filed November 25, 2014 In re Andrew Van Ness and Katie Van Ness Bankr. D. Nev. Case No. 14-17838 Chapter 11 Petition filed November 25, 2014 In re Tire House & Rims, LLC Bankr. E.D. Va. Case No. 14-74277 Chapter 11 Petition filed November 25, 2014 See http://bankrupt.com/misc/vaeb14-74277.pdf represented by: W. Greer McCreedy, II, Esq. THE MCCREEDY LAW GROUP, PLLC E-mail: McCreedy@McCreedylaw.com In re Miguel Tilus Bankr. S.D. Fla. Case No. 14-36256 Chapter 11 Petition filed November 26, 2014 In re Andrea C. Aro Bankr. S.D. Fla. Case No. 14-36277 Chapter 11 Petition filed November 26, 2014 In re James C. Lewis, Sr., LLC aka Crystal Fountain Chapel Funeral Home, LLC Bankr. E.D. Mich. Case No. 14-58307 Chapter 11 Petition filed November 26, 2014 See http://bankrupt.com/misc/mieb14-58307.pdf represented by: Lynn M. Brimer STROBL & SHARP, PC E-mail: lbrimer@stroblpc.com In re Crystal Fountain Chapel Funeral Home, LLC Bankr. E.D. Mich. Case No. 14-58309 Chapter 11 Petition filed November 26, 2014 See http://bankrupt.com/misc/mieb14-58309.pdf represented by: Lynn M. Brimer STROBL & SHARP, PC E-mail: lbrimer@stroblpc.com In re Reynoso Peralta Aquino and Ursula Carbonell Aquino Bankr. D. Nev. Case No. 14-17852 Chapter 11 Petition filed November 26, 2014 In re Jacquie Chandler Bankr. D. Nev. Case No. 14-51967 Chapter 11 Petition filed November 26, 2014 In re 199 East 7th Street LLC Bankr. S.D.N.Y. Case No. 14-13254 Chapter 11 Petition filed November 26, 2014 See http://bankrupt.com/misc/nysb14-13254.pdf represented by: David Carlebach, Esq. LAW OFFICES OF DAVID CARLEBACH, ESQ. E-mail: david@carlebachlaw.com In re Juan Antonio Paulino Pena and Alma Rosa Rivera Rivera Bankr. D.P.R. Case No. 14-09799 Chapter 11 Petition filed November 26, 2014 In re All My Children Learning Academy, Inc. Bankr. W.D. Tenn. Case No. 14-32058 Chapter 11 Petition filed November 26, 2014 See http://bankrupt.com/misc/tnwb14-32058.pdf represented by: Curtis D. Johnson, Jr., Esq. LAW OFFICE OF JOHNSON AND BROWN, P.C. E-mail: johnson775756@gmail.com In re Van Hunter Magee Bankr. N.D. Tex. Case No. 14-44746 Chapter 11 Petition filed November 26, 2014 In re Henry E. Tucker and Charlotte M. Tucker Bankr. M.D. Fla. Case No. 14-13988 Chapter 11 Petition filed November 28, 2014 In re S&B Mart, Inc. Bankr. N.D. Ga. Case No. 14-73385 Chapter 11 Petition filed November 28, 2014 Filed Pro Se In re Selix Acquisition, LLC Bankr. D. Hawaii Case No. 14-01588 Chapter 11 Petition filed November 29, 2014 See http://bankrupt.com/misc/hib14-01588.pdf represented by: Jerrold K. Guben, Esq. O'CONNOR PLAYDON & GUBEN E-mail: jkg@opglaw.com In re Michael A. Meixner and Tammy Kelly-Meixner Bankr. D. Ariz. Case No. 14-17735 Chapter 11 Petition filed December 1, 2014 In re Ronit Waizgen Bankr. C.D. Cal. Case No. 14-15355 Chapter 11 Petition filed December 1, 2014 In re Dos Posos Development, LLC Bankr. N.D. Cal. Case No. 14-44708 Chapter 11 Petition filed December 1, 2014 See http://bankrupt.com/misc/canb14-44708.pdf Filed Pro Se In re 507 14th St. NE, LLC Bankr. D. D.C. Case No. 14-00696 Chapter 11 Petition filed December 1, 2014 See http://bankrupt.com/misc/dcb14-00696.pdf represented by: Jeffrey M. Sherman, Esq. LAW OFFICES OF JEFFREY M. SHERMAN E-mail: jeffreymsherman@gmail.com In re Viktoria Benkovitch Bankr. S.D. Fla. Case No. 14-36362 Chapter 11 Petition filed December 1, 2014 In re Michael Anthony Farr Bankr. N.D. Ga. Case No. 14-73606 Chapter 11 Petition filed December 1, 2014 In re Sasha Cole, LLC Bankr. N.D. Ga. Case No. 14-73612 Chapter 11 Petition filed December 1, 2014 Filed Pro Se In re Terence J O'Reilly Bankr. D. Idaho Case No. 14-41343 Chapter 11 Petition filed December 1, 2014 In re Dwayne Littlejohn Bankr. N.D. Ill. Case No. 14-43024 Chapter 11 Petition filed December 1, 2014 In re Sidney Darrell Cripps and Karin F. Cripps Bankr. W.D. La. Case No. 14-81259 Chapter 11 Petition filed December 1, 2014 In re Richard A Michelson Bankr. D. Mass. Case No. 14-15574 Chapter 11 Petition filed December 1, 2014 In re Mike's K & G Deli #2, Inc. Bankr. D. Mich. Case No. 14-58489 Chapter 11 Petition filed December 1, 2014 See http://bankrupt.com/misc/mieb14-58489.pdf represented by: Robert N. Bassel, Esq. E-mail: bbassel@gmail.com In re 956 Little East Neck Road, LLC Bankr. E.D.N.Y. Case No. 14-75367 Chapter 11 Petition filed December 1, 2014 See http://bankrupt.com/misc/nyeb14-75367.pdf represented by: Ronald D. Weiss, Esq. RONALD D. WEISS, P.C. E-mail: weiss@ny-bankruptcy.com In re Sub Holding LLC Bankr. S.D.N.Y. Case No. 14-13290 Chapter 11 Petition filed December 1, 2014 See http://bankrupt.com/misc/nysb14-13290.pdf represented by: Richard M. Gabor, Esq. GABOR & ASSOCIATES E-mail: rgabor@gaborassociates.com In re Zeddie Beebe Green Bankr. E.D.N.C. Case No. 14-06946 Chapter 11 Petition filed December 1, 2014 In re LIFE Equities Corp. Bankr. E.D. Pa. Case No. 14-19497 Chapter 11 Petition filed December 1, 2014 See http://bankrupt.com/misc/paeb14-19497.pdf represented by: Thomas Daniel Bielli, Esq. O'KELLY ERNST & BIELLI, LLC E-mail: tbielli@oeblegal.com In re Edwin Rivera Colon Bankr. D.P.R. Case No. 14-09878 Chapter 11 Petition filed December 1, 2014 In re Tina Yu Hawn Bankr. E.D. Tex. Case No. 14-42514 Chapter 11 Petition filed December 1, 2014 In re TLW Real Estate, LLC Bankr. N.D. Tex. Case No. 14-35758 Chapter 11 Petition filed December 1, 2014 See http://bankrupt.com/misc/txnb14-35758.pd represented by: Michael S. Mitchell, Esq. DEMARCO-MITCHELL, PLLC E-mail: mike@demarcomitchell.com In re Golden State Holdings, Inc. Bankr. S.D. Tex. Case No. 14-36650 Chapter 11 Petition filed December 1, 2014 See http://bankrupt.com/misc/txsb14-36650.pdf represented by: Alex Olmedo Acosta, Esq. ACOSTA LAW, P.C. E-mail: alex@theacostalawfirm.com ********* 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. 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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, Psyche A. Castillon, 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. 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