/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/141211.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 11, 2014, Vol. 18, No. 344 Headlines AEROVISION HOLDINGS: Settles Disputes, Wants Case Dismissed AINSWORTH LUMBER: Moody's Puts B1 CFR on Review for Upgrade AINSWORTH LUMBER: S&P Puts 'B' CCR on Watch Pos. Over Merger News ALLIED IRISH: Suspending Filing of Reports With SEC AMERICAN AIRLINES: Fitch Affirms 'B+/RR4' Unsecured Notes Rating AMERICAN MEDIA: Names Brian Kroski SVP and Chief Digital Officer AMWINS GROUP: Moody's Affirms B2 Corporate Family Rating AMWINS GROUP: S&P Affirms 'B' CCR & Rates 2nd Lien Debt 'CCC+' APOLLO MEDICAL: Amends Report on SCHC Acquisition ATHERTON FINANCIAL: Can Sell Menlo Park Property for $14.3MM ATI HOLDINGS: S&P Retains 'B' CCR After $140MM Loan Add-On BAXANO SURGICAL: Can Hire Rust Consulting as Claims Agent BAXANO SURGICAL: Taps Houlihan Lokey as Investment Banker BERNARD L. MADOFF: Trustee Can't Immediately Appeal Merkin Ruling CAESARS ENTERTAINMENT: Bondholders Rip $155M 'Backroom' Refi Deal CASELLA WASTE: S&P Rates $25MM Sr. Unsecured Revenue Bonds 'B+' CHC GROUP: S&P Assigns Then Withdraws 'B+' Corp. Credit Rating CHIEF POWER: S&P Assigns Prelim. 'BB' Rating on $365MM Loans COATES INTERNATIONAL: Obtains $52,500 From Securities Sale CONN'S INC: S&P Puts 'B' CCR on CreditWatch Negative CORINTHIAN COLLEGES: Tear Up Students' Loans, Democrats Urge U.S. COVENANT CARE: Case Summary & 2 Unsecured Creditors CTI BIOPHARMA: Announces Comprehensive Kinome Analysis DAHL'S FOODS: Hires Dickinson Law as Special Corporate Counsel DETROIT, MI: Exits from Ch. 9, Emergency Manager Resigns DOLPHIN DIGITAL: Stockholders Elected 5 Directors ECOSPHERE TECHNOLOGIES: Heller Reports 12.4% Stake as of Nov. 28 ECOSPHERE TECHNOLOGIES: Nagelberg Stake at 6.6% as of Nov. 28 EDGENET INC: Court Confirms Ch. 11 Liquidating Plan EMPIRE GENERATING: S&P Affirms 'B+' Rating on Secured Loans EVERGREEN ACQCO1: S&P Lowers CCR to 'B-'; Outlook Negative EXIDE TECHNOLOGIES: Noteholders Object to Panel Appointment Bid FCC HOLDINGS: Wants Until Feb. 23 to Remove Actions GARLOCK SEALING: Judge Won't Reconsider $125MM Liability Ruling GARLOCK SEALING: $125M Asbestos Liability Cap to Stay in Place GCI INC: S&P Assigns 'BB+' Rating on $275MM Sr. Secured Loan B GENUTEC BUSINESS: Could Not File Plan, Schedules Until Feb. 2015 GT ADVANCED: Bogus Promises in $439MM Apple Deal, Says Creditor HCA HOLDINGS: Share Repurchase No Impact on Moody's Ba3 CFR HD SUPPLY: Reports $60 Million Net Income in Third Quarter HERRING CREEK: Wants to Employ Murphy & King as Bankruptcy Counsel HOMER CITY GENERATION: Moody's Hikes Senior Secured Rating to Ba3 HUEY SHEN WU: Subject of Arrest Warrant Claims Discrimination HUKKSTER INC: Marc Lore Buys Co.'s Remnants at Bankruptcy Auction INDEX RECOVERY: U.S. Trustee Wants Plan Confirmation Withheld ISC8 INC: John Vong No Longer Serving as Chief Financial Officer ITUS CORPORATION: Registers 30.2 Million Common Shares JACKSONVILLE CARWASH: Case Summary & 6 Unsecured Creditors KINDRED HEALTHCARE: Moody's Confirms B1 Corporate Family Rating KINDRED HEALTHCARE: S&P Affirms 'B+' CCR; Outlook Stable LAKELAND INDUSTRIES: Unit Amends Existing HSBC Facility LEHMAN BROTHERS: Judge Won't Issue Quick Estimate on RMBS Claims LIBERTY TOWERS: Sec. 341 Meeting Adjourned to Dec. 8 LOUIS J DOMIANO: Dismissal of Suits Against Penn Bank Affirmed MARION ENERGY: TCS and Castlelake Seek Dismissal of Case MARION ENERGY: Replies to TCS' Objection to DIP Financing MEDIACOM BROADBAND: S&P Retains 'BB' CCR Over $40MM Debt Add-On MEGA RV: Exclusive Period Hearing Moved to January 12 MEGA RV: Seeks to Employ John Belcher as Litigation Counsel MIG LLC: Wins Court Okay to Hire Evercore as Financial Advisor MONTREAL MAINE: Plan Moratorium Period Extended to Jan. 12 NATIONAL CINEMEDIA: JPMorgan Stake at 1.2% as of Nov. 28 NEW YORK CITY OPERA: Exclusive Filing Date Extended to Feb. 27 NORBORD INC: Moody's Puts Ba2 CFR on Review for Downgrade OASIS OUTSOURCING: S&P Assigns 'B' CCR Over Stone Point Deal PILGRIM'S PRIDE: S&P Affirms 'BB' CCR & Alters Outlook to Pos. PINNACLE FOODS: S&Ps Raises CCR to 'BB-' on Debt Reduction PITTSBURG RDA: Fitch Raises $109.7MM 2004A Bonds Rating 'BB+' PLUG POWER: Paul Middleton Named Chief Financial Officer QUALITY LEASE: Wins Nod to Pay $100K in Employee Bonuses QUANTUM CORP: Amends Infringement Suit vs. Crossroads Systems QUINTILES TRANSNATIONAL: S&P Raises Corp. Credit Rating to 'BB+' RADIOSHACK CORP: To Hold Presentation About SCP Default Notice RENAULT WHINERY: Has Interim Access to OceanFirst Cash Collateral REVEL AC: Seeks Sale of Assets to Polo After Brookfield Backs Out RIDGECREST REDEVELOPMENT: S&P Raises COPs Rating From 'BB+' RIVER CITY RENAISSANCE: Plan Filing Deadline Moved to Feb. 2015 ROTHSTEIN ROSENFELDT: Creditors Set to Be Paid in Full S.U.N.R.R.I.S.E. LLC: Case Summary & 12 Top Unsecured Creditors SAN BERNARDINO, CA: Has Paid More Than $6 Million in Legal Fees SAN YSIDRO SCHOOL: S&P Affirms BB+' Rating on COPs SCOTT ZEILINGER: Court Grants Northern Trust Relief From Stay SENATOBIA APARTMENTS: S&P Ups Housing Rev. Bonds Rating to 'BB+' SILVERADO STREET: Voluntary Chapter 11 Case Summary SPEEDWAY MOTORSPORTS: S&P Raises CCR to 'BB+'; Outlook Stable SPORTSMAN'S WAREHOUSE: S&P Withdraws 'B+' CCR at Issuer's Request STANFORD GROUP: Receiver Defends Timing of Proskauer Ponzi Suit TARGA RESOURCES: S&P Affirms 'BB+' CCR, Off Watch Positive TRAVEL LEADERS: S&P Raises CCR to 'BB-'; Outlook Stable TRIMAS CORP: Moody's Puts Ba2 CFR on Review for Downgrade UNITEK GLOBAL: Hires Morgan, Lewis & Bockius as Co-Counsel US CONCRETE: Moody's Raises Corporate Family Rating to B2 VIRTUAL PIGGY: Hires FTP to Evaluate Strategic Alternatives VISITORS' PLAZA: Case Summary & 7 Unsecured Creditors VISITORS FLEA: Case Summary & 4 Largest Unsecured Creditors VOGUE INT'L: Moody's Affirms B2 Corporate Family Rating VOGUE INT'L: S&P Retains 'B' CCR After $205MM Debt Issuance WESTMORELAND COAL: Priced $350MM Offering of 8.75% Senior Notes WHITING PETROLEUM: Moody's Hikes Corporate Family Rating to Ba1 * Recent Small-Dollar & Individual Chapter 11 Filings ********* AEROVISION HOLDINGS: Settles Disputes, Wants Case Dismissed ----------------------------------------------------------- The Bankruptcy Court will convene a hearing on Dec. 23, 2014, at 9:30 a.m., to consider Aerovision Holdings 1 Corp.'s motion for the dismissal of its Chapter 11 case. The Debtor tells the Court that through two separate mediation procedures, it has successfully negotiated and settled all pending disputes with its creditors and disposition of the various aircraft has been determined. Since the aircraft are the sole assets of the estate, the Debtor has decided that, in its business judgment, the continued maintenance of the case is no longer necessary. The Debtor's attorneys can be reached at: Craig I. Kelley, Esq. KELLEY & FULTON, P.L. 1665 Palm Beach Lakes Blvd., #1000 West Palm Beach, FL 33401 Tel: (561) 491-1200 Fax: (561) 684-3773 About Aerovision Holdings I Aerovision Holdings 1 Corp. filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 13-24624) on June 21, 2013, in its home-town in West Palm Beach, Florida. Mark Daniels signed the petition as president. The Debtor estimated assets in excess of $10 million and liabilities of $1 million to $10 million. Craig I. Kelley, Esq., at Kelley & Fulton, PL, serves as the Debtor's counsel. AINSWORTH LUMBER: Moody's Puts B1 CFR on Review for Upgrade ----------------------------------------------------------- Moody's Investors Service placed the B1 corporate family rating (CFR), B1-PD probability of default rating (PDR) and B1 senior secured note rating of Ainsworth Lumber Co. Ltd's under review for an upgrade. The review has been precipitated by the company's announcement that it has signed an agreement to merge with the financially stronger and operationally more diverse Norbord Inc (Norbord) (Ba2). Norbord is the third largest and Ainsworth is the fifth largest oriented strandboard (OSB) producer in North America. On Review for Upgrade: Issuer: Ainsworth Lumber Co. Ltd. Probability of Default Rating, Placed on Review for Upgrade, currently B1-PD Corporate Family Rating, Placed on Review for Upgrade, currently B1 Senior Secured Regular Bond/Debenture, Placed on Review for Upgrade, currently B1 Outlook Actions: Issuer: Ainsworth Lumber Co. Ltd. Outlook, Changed to Rating Under Review From Stable Ratings Rationale Moody's review will focus on the structural and implicit credit support from Norbord; post-closing credit metrics taking into consideration any debt that may need to be refinanced by Norbord as a result of the merger; the size, pace and allocations of any cost synergies that can be realized; and Ainsworth's ability to maintain adequate liquidity. Moody's review will also assess the pace of industry OSB supply growth and the recovery in the US housing market. The acquisition is expected to close in the first quarter of 2015 and is subject to shareholder approval and other customary closing conditions. The principal methodologies used in this rating were Global Paper and Forest Products Industry published in October 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. Ainsworth, headquartered in Vancouver, British Columbia, Canada, is a manufacturer and supplier of OSB. The company owns and operates four OSB manufacturing facilities in Canada. Headquartered in Toronto, Canada, Norbord is an international producer of panel boards, principally OSB. The company owns nine OSB facilities in North America, three plants in the U.K. (producing OSB, particle board and medium density fiberboard ) and one facility in Belgium (producing OSB). AINSWORTH LUMBER: S&P Puts 'B' CCR on Watch Pos. Over Merger News ----------------------------------------------------------------- Standard & Poor's Ratings Services said it placed its ratings on Vancouver-based Ainsworth Lumber Co. Ltd., including its 'B' long- term corporate credit rating, on CreditWatch with positive implications. "The CreditWatch placement follows Toronto-based Norbord Inc.'s announcement that it has agreed to acquire all of Ainsworth's common shares outstanding in an all-share transaction," said Standard & Poor's credit analyst Jamie Koutsoukis. "The CreditWatch placement reflects our view that the merger would be a credit positive transaction for Ainsworth, with the higher-rated Norbord likely assuming responsibility of Ainsworth's debt," Ms. Koutsoukis added. The deal is subject to both Norbord and Ainsworth shareholder approval. The transaction is not reportable under the U.S. Hart- Scott-Rodino Antitrust Improvement Act of 1976 or the Canadian Competition Act because Ainsworth and Norbord share a common controlling shareholder. The U.S. and Canadian antitrust and competition authorities may review nonreportable transactions at their discretion. The transaction is valued at C$763 million, including the assumption of debt less Ainsworth's estimated cash balance. Ainsworth's reported debt consists of a US$315 million senior secured note and modest finance leases. S&P views Ainsworth's business risk profile as "weak" reflecting its single-product focus on commodity oriented strand board (OSB), small geographic footprint with four operating mills, weak pricing power combined with very volatile OSB prices, and efficient low- cost operations that are in line with much larger industry peers. S&P assess the company's financial risk profile as "highly leveraged" reflecting a through-the-cycle view of credit ratios, which remain very strong at the moment, given the steep increase in OSB prices earlier this year. S&P plans to resolve the CreditWatch following the close of the transaction, at which time S&P would raise the long-term corporate credit rating on Ainsworth in line with that on Norbord. S&P will reassess the issue-level rating on Ainsworth's senior secured note at the close of the transaction. S&P would expect the recovery rating on Ainsworth's senior secured notes to remain unchanged should Norbord assumes the existing debt as is. ALLIED IRISH: Suspending Filing of Reports With SEC --------------------------------------------------- Allied Irish Banks, p.l.c., disclosed in a regulatory filing with the U.S. Securities and Exchange Commission that it intends to terminate the registration of its American Depositary Shares representing Ordinary Shares of EUR 0.0025 each under Section 12(g) of the Securities Exchange Act 1934, and its reporting obligations under Section 13(a) and Section 15(d) of the Exchange Act with the United States Securities and Exchange Commission. For this purpose, AIB filed a certificate under Form 15F with the SEC. Upon such filing, AIB's reporting obligations with the SEC will immediately be suspended. The termination of AIB's registration and reporting obligations is expected to become effective no later than 90 days after the filing of Form 15F. 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. The Company reported a loss of EUR2.29 billion in 2011, a loss of EUR10.16 billion in 2010, and a loss of EUR2.33 billion in 2009. Allied Irish Banks reported a loss of EUR1.59 billion in 2013, a loss of EUR3.55 billion in 2012 and 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. AMERICAN AIRLINES: Fitch Affirms 'B+/RR4' Unsecured Notes Rating ---------------------------------------------------------------- Fitch Ratings has affirmed the ratings for American Airlines Group Inc. at 'B+'. The ratings also apply to American's primary operating subsidiaries, American Airlines, Inc., US Airways Group, Inc. and US Airways, Inc. The Ratings Outlook is Stable. Fitch has also affirmed the ratings on several American and US Airways EETCs as described at the end of this release. The ratings are supported by the solid operating results American has posted since its merger with US Airways and concurrent emergence from bankruptcy a year ago. Over the past year American has expanded its operating margins, modestly improved unit revenues, and made significant progress towards integrating the two airlines. Fitch expects revenue and profitability to continue to improve in the near term based on sharply lower fuel costs, a solid domestic travel environment, and due to various strategic initiatives currently underway at American. The ratings are also supported by American's sizeable liquidity balance, which includes $7.9 billion in cash and short-term investments and newly upsized revolver capacity of $1.8 billion. The 'B+' rating also incorporates notable risks in American's credit profile, including on-going integration-related risk, a significant debt balance, heavy upcoming capital requirements, and shareholder-directed cash deployment which was implemented sooner than expected. Other rating concerns include risks that are inherent to the airline industry including cyclicality, intense competition, and exposure to exogenous shocks (i.e. war, terrorism, epidemics, etc.). Key Ratings Drivers: Strong operating performance since the merger: American has exhibited strong financial performance since its emergence from bankruptcy. That performance is notable as the company is still early in the integration process, and much of the expected revenue and cost synergies have yet to be realized. Fitch's expectation for a relatively positive demand environment for 2015, and the minimal additional capacity planned by the combined company going forward, should lead to continued improvements in operating results in the near term. Margins are also likely to gain a sizeable tailwind if fuel prices remain at the lows seen in recent months. Total operating revenue for the combined companies is up by 6.7% through the first nine months of the year. Meanwhile, EBITDAR margins have expanded by more than 200 basis points (bps) since year-end 2013 to 20.7%. Fitch expects margins to expand further in 2015, with potential for significant improvement based on lower fuel prices. Recent margin expansion is notable compared to American's peers. Profitability has outpaced its competitor United, and has made significant strides towards closing the gap with Delta, which has been the clear leader among legacy carriers for several years. Importantly, American has been able to keep its operating costs in check during the integration process. Excluding special items, American's mainline cost per available seat mile (CASM)-ex fuel is up by 2.4% through the first nine months of the year, well below its total revenue per available seat mile (RASM) increase of 4.3%. Sharply Lower Fuel Costs: Fitch notes that American has significant profitability and cash flow upside potential in 2015 if fuel prices remain near current levels. Fitch's base case forecast incorporates fuel prices that are above current market rates; therefore, American has the potential to outperform if prices remain low. For reference, American burned roughly 3.3 billion gallons of fuel (mainline and regional) through the first nine months of the year. Given that jet fuel prices have recently fallen to below $2.30/gallon from $2.80-$3.00/gallon where they have hovered for the past two years, the magnitude of the cost savings could be significant. Integration Risks Remain: Fitch notes that American has made progress in its integration with US Airways since the merger closed in December 2013. However, significant technical challenges remain and will constitute risks in the near- to-intermediate term. Major hurdles still to come include the cross-over to a single reservation system (which is set for the second half of 2015), and reaching joint collective bargaining agreements with the various labor groups. Improving Credit Metrics: Fitch assigned the 'B+' rating upon American's emergence from bankruptcy with the expectation that metrics would improve quickly from levels that were weak for the rating at the time. The company has lived up to those expectations thus far. Through the first nine months of the year, total adjusted debt/EBITDAR is down appreciably to 4.5x from 5.3x at year end. EBITDA/Interest has also improved to 5.6x from below 4x at year end. Fitch notes that leverage should improve in the coming year, though any improvements will come from growing EBITDAR and not through debt reduction. Heavy upcoming capital expenditures are likely to necessitate incremental borrowing over the intermediate term. That said, Fitch notes that American has made efforts to pay down some of its high yield debt, and to buy aircraft off of expensive lease contracts in 2014. New capital raised through debt transactions this year has been at attractive rates, which will have a positive impact on interest expenses going forward. Heavy Capital Spending and Re-fleeting Efforts: Using conservative fuel price assumptions, Fitch anticipates that American's FCF could remain negative in 2015 in the range of $500 million-$750 million; there is significant upside potential to this estimate if fuel prices remain low. American is in the midst of a massive re-fleeting effort that will see deliveries of between 60 and 75 mainline aircraft per year through at least 2018. American estimates that total capital spending will be in the $5.5 billion range annually for the next several years. To put that number in context, United Airlines has a long-term annual capital spending target of roughly $3 billion and Delta's goal is roughly $2 billion-$3 billion annually (both of which are similarly sized airlines in terms of revenue). Although Fitch expects American's cash flow from operations to improve in coming years as profits increase, the company will likely have to rely on the debt markets to fund a portion of its upcoming deliveries. Although American's sizeable capital spending will pressure FCF, Fitch notes that the re-fleeting efforts are necessary, and will offer lower unit costs going forward as the company begins to replace its older, inefficient aircraft. Most notably, on the narrowbody side, the company's fleet of MD-80s, which have an average age of 22 years, will begin to be replaced by modern 737NGs and Airbus A320s. In addition to being significantly more fuel efficient, and more reliable (reducing maintenance costs and operational delays/cancellations), the newer narrowbodies will feature more seats than the existing MD-80s, providing better unit cost performance. For instance AMR's 737-800s will typically seat 160 (once reconfigured from their previous 150-seat layout) as compared to 135 on the standard MD-80. On the widebody side, American is scheduled to take 42 787s which will provide highly efficient replacement flying for some of American's older 767s. American also continues to take 777-300ERs which are key to its international operations. American also stands to benefit from the introduction of larger regional jets (RJs). The company will take 90 76-seat RJs between 2014 and 2017 (30 CRJ-900s and 60 Embraer 175s). Larger RJs are not only more efficient from a unit cost perspective, but they are preferable for travellers. Airlines report that customers will actively avoid booking a ticket on a smaller RJ if a comparable flight is available on a larger plane. Replacing the smaller RJs helps to retain those customers. Returning Cash to Shareholders Aside from heavy capital expenditures, a portion of American's cash flow in the coming years will be directed back to shareholders. American initiated a dividend and share repurchase program earlier this year. The share repurchase program was initially sized at $1 billion, to be completed by the end of 2015. A dividend of $0.10/share represents an annual payout of roughly $280 million. The dividend is American's first since 1980. These shareholder-friendly actions are more aggressive than Fitch initially anticipated at the close of the merger a year ago, given that American remains in the early stages of its integration, and given that it maintains a sizeable sum of debt. While payments to shareholders are not expected to drive a negative rating action, directing cash to shareholders rather than paying down debt creates a potential delay of further credit improvement. These risks are partially mitigated by American's large cash balance and improving operating performance. Solid Liquidity: American's sizeable liquidity balance is supportive of the ratings. As of Sept. 30, 2014 American Airlines had a cash balance of $1.18 billion, short-term investments of $6.7 billion. In addition, in October 2014, American upsized its existing revolving credit facility by $800 million and now has access to $1.8 billion in committed revolving credit facilities. Total available liquidity including the company's undrawn revolver is equivalent to 24% of LTM revenue. AAL's cash balance is partially offset by the $721 million held in Venezuelan Bolivars. Fitch views American's current level of liquidity as being more than sufficient for day-to-day operations, and to manage through an expensive merger integration. However, incremental borrowing will be required to fund upcoming capital expenditures. Recovery Ratings: The notching for American's secured debt reflects Fitch's recovery expectations under a scenario in which distressed enterprise value is allocated to the various debt classes. Senior debt which is secured both by aircraft and non-aircraft collateral (including slots, gates, routes, ground equipment, etc.) is expected to receive substantial recovery (91%-100%, implying a Recovery Rating of 'RR1') in a default scenario. Senior unsecured notes are expected to exhibit average recovery prospects of between 31%-50%, equal to a rating of 'RR4'. Therefore the senior unsecured debt is rated equal to the airline IDR. However, Fitch notes that unsecured recovery ratings are highly sensitive to model inputs, since unsecured debt makes up a relatively small portion of the capital structure, and is subordinate to a sizeable amount of secured debt. Rating Sensitivities Positive Rating Sensitivities include: -- Adjusted leverage moving towards 4x; -- FCF to improve from current negative levels; -- Further evidence that the merger integration is progressing smoothly, e.g. completion of the move to a single reservations system; -- Clarity around outstanding joint collective bargaining agreements and their impacts on unit costs. A negative rating action is not anticipated at this time. However, Fitch could consider revising the ratings downward if the company were to experience significant/sustained integration-related difficulties. The ratings could also be pressured by an unexpected demand shock that materially impacts operating results. EETC Ratings: Fitch Ratings has also affirmed the ratings for multiple American Airlines backed EETCs concurrent with its review and affirmation of American's Issuer Default Rating (IDR). The rating affirmations cover American Airlines Pass-Through Trust Series 2013-1, 2013-2, and 2014-1 and US Airways Pass-Through Trusts Series 2012-1, 2012- 2, and 2013-1. Senior EETC Tranche Ratings: Fitch's senior EETC tranche ratings are primarily based on a top- down analysis of the level of overcollateralization featured in the transaction. Collateral values are updated regularly based on the current appraised values. Fitch notes that aircraft values have largely performed in line with agency expectations over the past year. Exceptions include some softness in current model 777 values after the launch of the 777x and softness in A320-200 values following a shift in preference to the larger A330-300 and due to the announcement of the A330neo program. The ratings also incorporate the structural benefits of section 1110 of the bankruptcy code and the presence of an 18-month liquidity facility. Fitch's stress case uses a top-down approach assuming a rejection of the entire pool of aircraft in a severe global aviation downturn. The stress scenario incorporates a full draw on the liquidity facility, an assumed 5% repossession/remarketing cost, and various stresses to the value of the collateral. Collateral pools for the US Airways transactions are similar, consisting of newer vintage A321-200s and in the case of US Airways 2012-2 and 2013-1, Airbus A330-200s. Fitch considers both types to be low Tier 1 or high Tier 2 aircraft. As such, stress rates of 25-30% were applied in the 'A' level stress test, representing the higher end of the Tier 1 stress range. Stress tests for the two 2012 vintage deals produce maximum loan-to- values (LTVs) in the low 90% range, while the 2013-1 transaction has a maximum stress LTV in the high 80% range. These results suggest a full recovery for the certificate holders. Importantly, recovery would be expected prior to the expiration of the 18-month liquidity facility thus avoiding a potential event of default. American Airlines 2013-1 features a mixed collateral pool of newer delivery 777-300ERs, and 2000-2001 vintage 737-800s and one 777- 200ER. Fitch considers the 777-300ER to be a Tier 1 aircraft. While the 737-800s are one of the most liquid aircraft types available, Fitch applies a Tier 2 stress rate to the 737s in this transaction due to their age. The 777-200ERs are considered to be a Tier 2 aircraft. Fitch's 'A' level stress test produces a maximum LTV of 98.7% through the life of the transaction, supporting the 'A-' rating. American Airlines 2013-2 features a mix of 737-800s, 757-200s, 777-200ERs, and one 767- 300ER, most of which are 1999-2001 vintage. Stress rates applied to the pool are generally in the Tier 2 range due to the relative age of the aircraft. Fitch's 'BBB' level stress scenario produces a maximum LTV of 98.5% through the life of the deal, supporting the 'BBB+' rating. American Airlines 2014-1 includes 17 newer vintage aircraft including five Boeing 777- 300ERs, seven Airbus A321-200s, and five A319-100s. Fitch classifies the 777-300ER as Tier 1 collateral while the A321s and A319s are considered low Tier 1/high Tier 2 collateral. All three types are considered strategically important to AAL's fleet. The 777-300ERs in this pool receive a 25% haircut representing the middle of Fitch's Tier 1 stress range of 20%-30%. The 25% stress rate reflects that the 300ER is a high-quality aircraft while incorporating the historical volatility of widebody planes. Both the A319s and A321s receive 30% value stresses reflecting Fitch's view of these aircraft as borderline Tier 1/2. These assumptions produce a maximum stress LTV of 89%, supporting the 'A' rating. Subordinate EETC Tranche Ratings: The B and C tranche ratings are notched from the 'B+' IDR of the underlying airline. The 'BB+' rating for the B tranches reflects a moderate-to-high affirmation factor (+2 notches) and the presence of an 18-month liquidity facility (+1 notch). In the case of American Airlines 2014-1 the 'BBB-' reflects a high affirmation factor (+3 notches) and the presence of a liquidity facility (+1 notch). The 'B+' rating for the C tranches reflects a high affirmation factor (+2 notches) and low recovery expectations (-2 notches). Fitch has affirmed the following ratings: American Airlines Group Inc. -- IDR 'B+'. -- Senior Unsecured Notes at 'B+/RR4' American Airlines, Inc. -- IDR at 'B+'; -- Senior secured credit facility at 'BB+/RR1'; US Airways Group, Inc. -- IDR at 'B+'; -- Senior Unsecured Notes at 'B+/RR4'. US Airways, Inc. -- IDR at 'B+'; -- Senior secured credit facility at 'BB+/RR1'. American Airlines Pass Through Trust Certificates, Series 2013-1 -- Class A Certificates at 'A-' -- Class B Certificates at 'BB+' -- Class C Certificates at 'B+' American Airlines Pass Through Trust Certificates, Series 2013-2 -- Class A Certificates at 'BBB+' -- Class B Certificates at 'BB+' -- Class C Certificates at 'B+' American Airlines Pass Through Trust Certificates, Series 2014-1 -- Class A Certificates at 'A' -- Class B Certificates at 'BBB-' US Airways Pass Through Trust Certificates, Series 2012-1 -- Class A Certificates at 'A-' -- Class B Certificates at 'BB+' -- Class C Certificates at 'B+' US Airways Pass Through Trust Certificates, Series 2012-2 -- Class A Certificates at 'A-' -- Class B Certificates at 'BB+' -- Class C Certificates at 'B+' US Airways Pass Through Trust Certificates, Series 2013-1 -- Class A Certificates at 'A-' -- Class B Certificates at 'BB+' AMERICAN MEDIA: Names Brian Kroski SVP and Chief Digital Officer ---------------------------------------------------------------- American Media, Inc., appointed Brian Kroski as senior vice president and chief digital officer, according to a regulatory filing with the U.S. Securities and Exchange Commission. Mr. Kroski, who has 19 years of digital and online experience gained through employment at well-known publishing companies, joined the Company in April 2013 and rose to the level of vice president and general manager - Digital Business Operations before being promoted. Mr. Kroski assumed his new position to replace Joseph Bilman, the Company's executive vice president, chief digital officer and Global Head of Business Development who resigned from his position on Dec. 2, 2014, to pursue another business opportunity. About American Media Based in New York, American Media, Inc., publishes celebrity journalism and health and fitness magazines in the U.S. These include Star, Shape, Men's Fitness, Fit Pregnancy, Natural Health, and The National Enquirer. In addition to print properties, AMI manages 14 different Web sites. The company also owns Distribution Services, Inc., an in-store magazine merchandising company. American Media, Inc., and 15 units, including American Media Operations, Inc., filed for Chapter 11 protection in Manhattan (Bankr. S.D.N.Y. Case No. 10-16140) on Nov. 17, 2010, with a prepackaged plan. The Debtors emerged from Chapter 11 reorganization in December 2010, handing ownership to former bondholders. The new owners include hedge funds Avenue Capital Group and Angelo Gordon & Co. American Media incurred a net loss of $55.54 million on $348.52 million of total operating revenues for the fiscal year ended March 31, 2013, as compared with net income of $22.29 million on $386.61 million of total operating revenues for the fiscal year ended March 31, 2012. * * * As reported by the TCR on Sept. 23, 2014, Standard & Poor's Ratings Services raised its corporate credit rating on Boca Raton, Fla.-based American Media Inc. to 'CCC' from 'SD' (selective default). The upgrade follows a review of American Media's business and financial risk profile assessments following its exchange of approximately $7.8 million 13.5% second-lien senior notes due 2018 and approximately $113.3 million 10% second-lien senior payment-in-kind (PIK) notes due 2018 for equity. In the July 10, 2014, edition of the TCR, Moody's Investors Service has lowered American Media, Inc.'s Corporate Family Rating (CFR) to Caa1 from B3. The downgrade of American Media's CFR to Caa1 reflects Moody's expectation for lower revenue and EBITDA resulting in higher financial leverage. AMWINS GROUP: Moody's Affirms B2 Corporate Family Rating -------------------------------------------------------- Moody's Investors Service has affirmed the B2 corporate family rating and B2-PD probability of default rating of AmWINS Group, LLC (AmWINS) following the announcement that AmWINS will issue an incremental $90 million first-lien term loan and a new $250 million second-lien term loan. Net proceeds from the offerings, along with cash on the balance sheet, will be used to pay a $328 million dividend to shareholders and $92 million to fund acquisitions. The pending issuances change AmWINS' overall funding mix, resulting in a one-notch upgrade of AmWINS' first-lien term loan to B1 from B2. In the same action, Moody's assigned a Caa1 rating to the company's new second-lien term loan. The outlook for the ratings is stable. Ratings Rationale AmWINS' ratings reflect its strong presence in wholesale and specialty markets and its profitable growth over the past several years, according to Moody's. The company benefits from broad product and geographic diversification and from its expertise in purchasing and integrating small and mid-sized firms. AmWINS' strengths are tempered by its high financial leverage, integration risk associated with acquisitions, and exposure to errors and omissions, a risk inherent in professional services. "While the issuance of debt to fund the proposed shareholder dividend is credit negative, AmWINS has a track record of de- levering its financial profile through earnings and free cash flows," said Enrico Leo, Moody's lead analyst for the company. Moody's estimates that the new debt will increase AmWINS' debt-to- EBITDA ratio to between 6.5-7x, while lowering its (EBITDA - capex) interest coverage to about 2.1x. "The stable outlook incorporates Moody's expectation that AmWINS will reduce its leverage ratio below 6.5x within 12-18 months," added Leo. Factors that could lead to an upgrade of AmWINS' ratings include: (i) adjusted debt-to-EBITDA ratio below 4.5x, (ii) (EBITDA - capex) coverage of interest exceeding 2.5x, and (iii) free-cash- flow-to-debt ratio exceeding 6%. Factors that could lead to a rating downgrade include: (i) debt- to-EBITDA ratio above 6.5x on a sustained basis, (ii) (EBITDA - capex) coverage of interest below 1.5x, or (iii) free-cash-flow- to-debt ratio below 3%. Moody's has affirmed the following ratings: Corporate family rating at B2; Probability of default rating at B2-PD. Moody's has upgraded the following ratings (with revised loss given default (LGD) assessments): $75 million first-lien revolving credit facility to B1 from B2 (to LGD3, 39% from LGD3, 47%); $966 million first-lien term loan (including pending $90 million issuance) to B1 from B2 (to LGD3, 39% from LGD3, 47%). Moody's has assigned the following rating (and LGD assessment): $250 million second-lien term loan rating at Caa1 (LGD6, 90%). The principal methodology used in this rating was the Moody's Global Rating Methodology for Insurance Brokers & Service Companies published in February 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. Based in Charlotte, North Carolina, AmWINS is a leading wholesale distributor of specialty insurance products and services. The firm operates through four divisions: Wholesale Brokerage, Underwriting, Group Benefits and International. AmWINS generated total revenues of approximately $690 million for the 12 months through September 2014. AMWINS GROUP: S&P Affirms 'B' CCR & Rates 2nd Lien Debt 'CCC+' -------------------------------------------------------------- Standard & Poor's Ratings Services said that it affirmed its 'B' long-term counterparty credit rating on AmWINS Group LLC (AmWINS). S&P also affirmed all related issue-level and recovery ratings on the company's debt. At the same time, S&P assigned its 'CCC+' rating with a '6' recovery rating to the planned $250 million second-lien term loan due September 2020. The outlook is stable. "The affirmation reflects our belief that, although the proposed new issuance under private-equity sponsor New Mountain Capital LLC results in weaker credit-protection measures, the company's sustained competitive position and improving earnings and cash- flow-generating capabilities will enable it to carry this increased debt load and de-lever modestly during the next year," said Standard & Poor's credit analyst Julie Herman. Through a successful acquisition strategy, AmWINS has built scale and diversified substantially within its niche. According to Business Insurance, the company is now the largest U.S. wholesale insurance broker and a top-20 insurance distributor globally. Operating performance trends remained favorable, with total revenue up 13% for the 12 months ended Sept. 30, 2014, and margins that reached approximately 28%. The stable outlook on AmWINS reflects S&P's expectation that the company will boost its revenue base while maintaining healthy and stable margins, as well as S&P's belief that AmWINS will maintain credit-protection measures in line with a highly leveraged profile during the next 12 months. S&P could lower the rating to 'B-' during the next 12 months if leverage, as measured by the debt-to-EBITDA ratio, is sustained at 8x or greater or if EBITDA were to decline to less than 2x on a sustained basis. This could occur if AmWINS's earnings deteriorate due to the loss of key relationships, or the company finances acquisitions with incremental borrowings beyond a level S&P believes appropriate for the current ratings. S&P could consider an upgrade if debt to EBITDA falls to 5.0x and the FFO-to-debt ratio improves to 12x or greater. S&P would also have to see management and private-equity sponsor New Mountain Capital LLC maintain financial policies that allow the company to sustain credit measures at these improved levels. APOLLO MEDICAL: Amends Report on SCHC Acquisition ------------------------------------------------- Apollo Medical Holdings, Inc., amended its current report on Form 8-K as originally filed with the U.S. Securities and Exchange Commission on Aug. 13, 2014, relating to the July 21, 2014, acquisition of Southern California Heart Centers, a Medical Corporation, a medical group that provides professional medical services in Los Angeles County, California, pursuant to a purchase agreement, by and among SCHC, the shareholders of SCHC and a Company affiliate, SCHC Acquisition, A Medical Corporation. The Amended Current Report describes the office lease that was entered into in connection with the SCHC acquisition. In connection with the SCHC acquisition, pursuant to a lease dated July 22, 2014, Apollo Medical Management, Inc., a subsidiary of the Company, leases the first and second floors of a building in the greater Los Angeles area from Numen, LLC, a California limited liability Company. The Premises consists of 8,766 rentable square feet, and the base rent is $32,872.50 per month (or $3.75 per rentable square foot per month), which is adjusted each year based upon the percentage change in the Consumer Price Index for the Los Angeles/Orange/Riverside regions. The Lease terminates on July 22, 2024, subject to a reduction in the term to seven years upon the occurrence of certain events during the first five years of the term. About Apollo Medical Glendale, Calif.-based Apollo Medical Holdings, Inc., provides hospitalist services in the Greater Los Angeles, California area. Hospitalist medicine is organized around the admission and care of patients in an inpatient facility such as a hospital or skilled nursing facility and is focused on providing, managing and coordinating the care of hospitalized patients. Apollo Medical reported a net loss of $4.55 million for the year ended Jan. 31, 2014, following a net loss of $8.90 million for the year ended Jan. 31, 2013. As of Sept. 30, 2014, the Company had $16.05 million in total assets, $16.56 million in total liabilities and a $504,025 total stockholders' deficit. ATHERTON FINANCIAL: Can Sell Menlo Park Property for $14.3MM ------------------------------------------------------------ U.S. Bankruptcy Judge Thomas B. Donovan has authorized Atherton Financial Building, LLC, to sell its primary asset -- a real property located at 1906 El Camino Real, in Menlo Park, California -- to Rum Raisins Land Trust $14.3 million. The Debtor is also authorized to assume and assign the unexpired real property lease with respect to the Property. The Property consists of a two-story class D stud and wood panel office building of approximately 11,855 square feet, which the Debtor believes has a fair market value of $15 million. The Court has set aside the limited objection filed by David and Cathy Tsang. The Tsangs seek confirmation that their secured debt will be paid at close of escrow or, in the alternative, that the claim will attach to the proceeds of the sale. The Debtor has consented to the request of the Tsangs. Atherton Financial Building LLC filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 14-27223) in Los Angeles, on Sept. 9, 2014. Benjamin Kirk signed the petition as managing member of manager of Sunshine Valley LLC. The Company estimated $10 million to $50 million in assets and debt. The case is assigned to Judge Thomas B. Donovan. The Debtor has tapped David B Golubchik, Esq., at Levene Neale Bender Rankin & Brill LLP, in Los Angeles, as counsel. ATI HOLDINGS: S&P Retains 'B' CCR After $140MM Loan Add-On ---------------------------------------------------------- Standard & Poor's Ratings Services said that its ratings on outpatient rehabilitation clinics operator ATI Holdings Inc., including its 'B' corporate credit rating and 'B+' first-lien issue-level rating, are not affected by the company's proposed issuance of a $140 million add-on to its existing senior secured term loan. The recovery rating on this debt remains '2', reflecting S&P's expectation for substantial (70% to 90%) recovery in the event of payment default. The company will use the incremental loan to make a dividend distribution to its financial sponsor and fund future tuck-in acquisitions. The rating on ATI Holdings reflect S&P's expectation that the company's financial sponsor will shape ATI's financial policy and sustain the company's leverage above 5x in the long run. In S&P's view, the company's aggressive growth strategy based on acquisitions and de novo clinics opening will require additional funding over time. S&P also expects that ATI's financial sponsor's appetite for debt-financed dividends will lead to additional debt issuance in the future. In S&P's view, this will result in the company's leverage sustained above 5.0x in the long run, despite anticipated EBITDA growth and healthy free operating cash flow generation. S&P's ratings on ATI Holdings also reflect the company's concentrated geographic presence, vulnerability to economic cycles, exposure to reimbursement from third party payors, and low barriers to entry. These weaknesses are only partially offset by ATI's above average profitability. RATINGS LIST Ati Holdings Inc. Corporate Credit Rating B/Stable/-- $425 Mil. Senior Secured Term Loan B+ Recovery Rating 2 BAXANO SURGICAL: Can Hire Rust Consulting as Claims Agent --------------------------------------------------------- The Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for the District of Delaware authorized Baxano Surgical Inc. to employ Rust Consulting/Omni Bankruptcy as claims and noticing agent. The firm is expected to, among other things: a) distribute required notices to parties in interest; b) receive, maintain, docket and otherwise administer the proofs of claim filed in the Debtor's case; and c) provide other administrative services -- as required by the Debtor. The Debtor assured the Court that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. About Baxano Surgical Based in Raleigh, North Carolina, Baxano Surgical Inc. develops, manufactures and markets minimally invasive medical products designed to treat degenerative conditions of the spine affecting the lumbar region. As of March 31, 2013, over 13,500 fusion procedures and 7,000 decompression procedures have been performed globally using its products. Baxano Surgical filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Case No. 14-12545) on Nov. 12, 2014. The case is assigned to Judge Christopher S. Sontchi. The Debtor estimated $10 million to $50 million in assets and debt. The formal schedules of assets and liabilities and statement of financial affairs are due Dec. 1, 2014. The Debtor has tapped John D. Demmy, Esq., at Stevens & Lee, P.C., in Wilmington, Delaware, as bankruptcy counsel. The Debtor is also employing the law firm of Goodwin Proctor LLP as special counsel, and the law firm of Hogans Lovell as special healthcare regulatory counsel. The Debtor is engaging Tamarack Associates to, among other things, provide John L. Palmer as CRO. Houlihan Lokey is serving as the Debtor's investment banker. Rust Consulting Omni is the claims and noticing agent. The Chapter 11 plan and disclosure statement are due March 12, 2015. BAXANO SURGICAL: Taps Houlihan Lokey as Investment Banker --------------------------------------------------------- Baxano Surgical Inc. asks the U.S. Bankruptcy Court for the District of Delaware for permission to employ Houlihan Lokey Capital Inc. as its financial advisor and investment banker. A hearing was set for Dec. 10, 2014, at 11:30 a.m., to consider the Debtor's request. The firm will: a) assist the Debtor in the development and distribution of selected information, documents and other materials in an effort to create interest in and consummate any transaction(s) including, if appropriate, advising the Company in the preparation of an offering memorandum; b) assist the Debtor in evaluating indications of interest and proposals regarding any transaction(s) from current and potential lenders, equity investors, acquirers and strategic partners; c) assist the Debtor with the negotiation of any transaction(s) including participating in negotiation with creditors and other parties involved in any transaction(s); d) provide expert advice and testimony regarding financial matters related to any transaction(s), if necessary; e) attend meetings of the Debtor's board of directors, creditor groups, official constituencies and other interested parties, as the Debtor and the firm mutually agree; and f) provide other financial advisory and investment banking services as may be required by additional issues and developments not anticipated on the effective date. The firm will be paid in this manner: a) Transaction Fee: Upon the closing of a transaction, the firm will earn, and the Debtor will pay immediately and directly from the gross proceeds of such transaction, a cash feed based on the enterprises value consideration (EVC) calculated as follows: For EVC up to $8,000,000, a transaction fee of 4% of such EVC; plus For EVC from $8,000,001 to $15,000,000, 6.5% of such incremental EVC, plus For EVC in excess of $15,000,000, 10% of such additional consideration; provided, however, that in the event EVC equals to exceeds $20,000,000, the transaction fee payable hereunder will be subject to a $1,500,000 minimum. b) Expenses: In addition to all of the other fees and expenses, and regardless of whether any transaction is consummated, the Debtor will, upon the firm's request and in accordance with applicable orders of the Court, reimburse the firm for its reasonable out-of-pocket expenses incurred from time to time in connection with its services hereunder but in no event greater than $50,000 without the Debtor's prior approval, which approval will not be reasonably withheld. The firm bills its clients for its reasonable out-of-pocket expenses including, but not limited to: -- travel related and certain other expenses, without regard to volume-based or similar credits or rebates the firm may receive from, or fixed-fee arrangements made with, travel agents, airlines, or other vendors; and -- research, database and similar information charges paid to third party vendors, and postage, telecommunication and duplicating expenses, to perform client-related services that are not capable of being identified with, or charged to, a particular client or engagement in a reasonable praticable manner based upon a uniform applied monthly assessment or precentage of the fees due to the firm. The Debtor says the firm noted that it will seek the Court's approval of its compensation for services rendered and reimbursement of expenses incurred in connection with the Debtor's Chapter 11 case pursuant to applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, the guidelines established by the Office of the United States Trustee for the District of Delaware. The Debtor assures the Court that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached at: Michael Krakovsky Director HOULIHAN LOKEY CAPITAL INC. 245 Park Avenue, 20th Fl. New York, NY 10167 Tel: 310-788-5314 About Baxano Surgical Based in Raleigh, North Carolina, Baxano Surgical Inc. develops, manufactures and markets minimally invasive medical products designed to treat degenerative conditions of the spine affecting the lumbar region. As of March 31, 2013, over 13,500 fusion procedures and 7,000 decompression procedures have been performed globally using its products. Baxano Surgical filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Case No. 14-12545) on Nov. 12, 2014. The case is assigned to Judge Christopher S. Sontchi. The Debtor estimated $10 million to $50 million in assets and debt. The formal schedules of assets and liabilities and statement of financial affairs are due Dec. 1, 2014. The Debtor has tapped John D. Demmy, Esq., at Stevens & Lee, P.C., in Wilmington, Delaware, as bankruptcy counsel. The Debtor is also employing the law firm of Goodwin Proctor LLP as special counsel, and the law firm of Hogans Lovell as special healthcare regulatory counsel. The Debtor is engaging Tamarack Associates to, among other things, provide John L. Palmer as CRO. Houlihan Lokey is serving as the Debtor's investment banker. Rust Consulting Omni is the claims and noticing agent. The Chapter 11 plan and disclosure statement are due March 12, 2015. BERNARD L. MADOFF: Trustee Can't Immediately Appeal Merkin Ruling ----------------------------------------------------------------- Law360 reported that U.S. Bankruptcy Judge Stuart Bernstein in New York has stymied the latest attempt by Bernie Madoff's liquidating trustee to reclaim $564 million from major feeder fund manager J. Ezra Merkin, saying that the trustee couldn't appeal a setback in the case to the Second Circuit anytime soon. According to the report, Judge Bernstein said certain claims that had been dismissed in the suit brought by Irving Picard, SIPA trustee for Bernard L. Madoff Investment Securities LLC, were still too closely wrapped up with surviving claims to support an appeal under Rule 54(b), which governs partial final judgments, at this time. The case is Irving H. Picard v. J. Ezra Merkin et al., case number 09-01182, in the U.S. Bankruptcy Court for the Southern District of New York. About Bernard L. Madoff Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff orchestrated the largest Ponzi scheme in history, with losses topping US$50 billion. On Dec. 15, 2008, the Honorable Louis A. Stanton of the U.S. District Court for the Southern District of New York granted the application of the Securities Investor Protection Corporation for a decree adjudicating that the customers of BLMIS are in need of the protection afforded by the Securities Investor Protection Act of 1970. The District Court's Protective Order (i) appointed Irving H. Picard, Esq., as trustee for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP as his counsel, and (iii) removed the SIPA Liquidation proceeding to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789) (Lifland, J.). Mr. Picard has retained AlixPartners LLP as claims agent. On April 13, 2009, former BLMIS clients filed an involuntary Chapter 7 bankruptcy petition against Bernard Madoff (Bankr. S.D.N.Y. 09-11893). The petitioning creditors -- Blumenthal & Associates Florida General Partnership, Martin Rappaport Charitable Remainder Unitrust, Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert US$64 million in claims against Mr. Madoff based on the balances contained in the last statements they got from BLMIS. On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff Securities International Limited in London under bankruptcy protection pursuant to Chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. 09-16751). The Chapter 15 case was later transferred to Manhattan. In June 2009, Judge Lifland approved the consolidation of the Madoff SIPA proceedings and the bankruptcy case. Judge Denny Chin of the U.S. District Court for the Southern District of New York on June 29, 2009, sentenced Mr. Madoff to 150 years of life imprisonment for defrauding investors in United States v. Madoff, No. 09-CR-213 (S.D.N.Y.). From recoveries in lawsuits coupled with money advanced by SIPC, Mr. Picard has commenced distributions to victims, with the fourth and latest batch of distributions done in May 2014. Distributions to eligible claimants have totaled almost $6 billion, which includes $812.2 million in committed advances from the SIPC. More than 1,100 victims have already recovered the full principal they lost in the fraud. As of May 2014, Mr. Picard has recovered or reached agreements to recover $9.8 billion since his appointment in December 2008. CAESARS ENTERTAINMENT: Bondholders Rip $155M 'Backroom' Refi Deal ----------------------------------------------------------------- Law360 reported that a group of hedge funds argued that Caesars Entertainment Corp. breached federal law and loan indentures in a $155 million "backroom" refinancing deal with a favored creditor group that allegedly ensured their debts would be wiped out in the near-certain bankruptcy of its main operating unit. According to the report, the plaintiffs, junior unsecured creditors to Caesars Entertainment Operating Co., urged a New York federal judge to reject the casino operator's attempt to dismiss a lawsuit targeting a private debt refinancing deal it reached in August with other similarly situated bondholders. The case is Meehancombs Global Credit Opportunities Master Fund, LP et al v. Caesars Entertainment Corporation et al., Case No. 1:14-cv-07091 (S.D.N.Y.). 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. CASELLA WASTE: S&P Rates $25MM Sr. Unsecured Revenue Bonds 'B+' --------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'B+' issue rating and '1' recovery rating to $25 million in senior unsecured revenue bonds issued by the New York State Environmental Facilities Corp. The obligor is Casella Waste Systems Inc. and payment on the bonds is guaranteed by certain of its subsidiaries pursuant to a guarantee agreement dated Dec. 1, 2014. S&P's '1' recovery rating reflects its expectation of very high (90% to 100%) recovery in the event of a payment default. All of S&P's ratings on Rutland, Vt.-based Casella remain unchanged, including the 'B-' corporate credit rating. The stable outlook on Casella reflects S&P's expectation that the solid waste services company's operating results and cash flow generation will lead to gradually improving credit measures over the next year and that its liquidity will remain adequate. Casella intends to use the proceeds from the revenue bond issuance to initially repay almost $18 million of existing debt borrowed under its revolving credit facility as well as to add restricted cash to its balance sheet. Pro forma for the transaction, S&P estimates that the company's availability under its revolving facility will be roughly $74 million. The company will use the restricted cash from this offering to finance on-going capital needs at its operations in New York. With approximately $670 million of pro forma adjusted debt at Oct. 31, 2014, the company's adjusted debt to EBITDA ratio exceeded 6.5x. S&P adjusts its debt balances to account for other debt-like obligations, including operating leases and closure and post-closure obligations; these adjustments account for almost $140 million. RATINGS LIST Casella Waste Systems Inc. Corporate Credit Rating B-/Stable/-- New Rating New York State Environmental Facilities Corp. $25 Mil. Senior Unsecured Rev Bonds* B+ Recovery Rating 1 * Casella Waste Systems Inc. is the obligor. CHC GROUP: S&P Assigns Then Withdraws 'B+' Corp. Credit Rating -------------------------------------------------------------- Standard & Poor's Ratings Services said it assigned its 'B+' long- term corporate credit rating to Cayman Islands-based parent company CHC Group Ltd. The outlook is stable. At the same time, Standard & Poor's withdrew its 'B+' long-term corporate credit rating on the company's subsidiary 6922767 Holding S.a.r.l. In addition, Standard & Poor's affirmed its 'BB' issue-level rating, with a '1' recovery rating, on subsidiary CHC Helicopter S.A.'s super senior revolving credit facility; its 'B+' issue- level rating, with a '4' recovery rating, on the subsidiary's senior secured notes; and its 'B-' issue-level rating, with a '6' recovery rating, on CHC Helicopter S.A.'s senior unsecured notes. "We base our assignment of the corporate credit rating to CHC Group Ltd. on it being the ultimate parent of CHC Helicopter, which we analyze on a consolidated basis," said Standard & Poor's credit analyst Jamie Koutsoukis. "The ratings on CHC Helicopter reflect what we consider to be a highly leveraged capital structure, the company's private equity ownership, and participation in a capital-intensive industry," Ms. Koutsoukis added. "Somewhat mitigating these weaknesses are the company's solid market position servicing offshore oil and gas producers and favorable industry conditions," said Ms. Koutsoukis. CHC Helicopter, which operates a fleet of 233 helicopters in approximately 30 countries, is one of the two largest global helicopter service providers. It offers personal and light cargo transportation services, primarily for oil and gas producers and exploration companies, as well as search and rescue activities and emergency medical services, through its helicopter services segment. In addition, the company's Heli-One division provides helicopter support services. The stable outlook on CHC Helicopter is based on S&P's expectation that demand for helicopter services in the oil and gas sector will remain robust in the medium term and that the company will sustain an adjusted debt-to-EBITDA ratio in low-to-mid 5x area in the next two years while maintaining adequate liquidity. S&P could lower the ratings if adjusted debt-to-EBITDA approaches 7x on a sustained basis following the company's planned debt reduction funded through its preferred share offering or if liquidity were to deteriorate (likely owing to difficulty in refinancing aircraft or the company's inability to meet its lease covenants). The company's principal ownership by private equity investors constrains the ratings at the current level as per S&P's criteria. However, an upgrade might be possible if ownership changes or if the company can demonstrate that its owners will manage its balance sheet to an adjusted debt-to-EBITDA ratio of below 5x on a sustained basis. CHIEF POWER: S&P Assigns Prelim. 'BB' Rating on $365MM Loans ------------------------------------------------------------ Standard & Poor's Ratings Services said it assigned its preliminary 'BB' debt issue rating and '1' recovery rating to project finance transaction Chief Power Finance LLC's $325 million senior secured term loan B facility due 2020 and $40 million senior secured working capital revolving credit facility due 2019. The '1' recovery indicates that lenders can expect to realize 90% to 100% of the principal if a default occurs. S&P will finalize the rating after reviewing terms in the final documentation. The outlook is stable. S&P bases the debt rating on a business risk profile of established coal power plants with proven track records of performance and ample fuel supply that are exposed to moderate cash flow risk from the PJM Interconnection energy and capacity markets with a fair competitive position and a minimum debt service coverage ratio of 1.51x, based on a term loan B structure that reduces debt to a modest level by maturity using a 75% minimum cash flow sweep. "The stable outlook reflects our expectations that operational performance will continue to be very high and that power prices are not likely to decline materially from current levels," said Standard & Poor's credit analyst Terry Pratt. COATES INTERNATIONAL: Obtains $52,500 From Securities Sale ---------------------------------------------------------- Coates International, Ltd., on Dec. 5, 2014, received the net proceeds of a Securities Purchase Agreement and related convertible promissory note, dated Dec. 3, 2014, in the face amount of $52,500 issued to KBM Worldwide, Inc. The Promissory Note matures in September 2015 and provides for interest at the rate of 8% percent per annum. The Note may be converted into unregistered shares of the Company's common stock, par value $0.0001 per share, at the Conversion Price, as defined, in whole, or in part, at any time beginning 180 days after the date of the Note, at the option of the Holder. All outstanding principal and unpaid accrued interest is due at maturity, if not converted prior thereto. The Company incurred expenses amounting to $2,500 in connection with this transaction. The Conversion Price will be equal to 61% multiplied by the Market Price. The Market Price will be equal to the average of the three lowest closing bid prices of the Company's common stock on the OTCQB during the 10 trading-day period ending one trading day prior to the date of conversion by the Holder. The Conversion Price is subject to adjustment for changes in the capital structure such as stock dividends, stock splits or rights offerings. The number of shares of common stock to be issued upon conversion will be equal to the aggregate amount of principal, interest and penalties, if any divided by the Conversion Price. The Holder anticipates that upon any conversion, the shares of stock it receives from the Company will be freely tradable in compliance with Rule 144 of the U.S. Securities and Exchange Commission. The Conversion Price is subject to adjustment in the event of any of the following: 1. During the period when a Major Announcement by the Company relating to a merger, consolidation, sale of the Company or substantially all of its assets or tender offer is in effect. 2. A merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event being consummated. The Company is not permitted to pay dividends or make other distributions of capital or repurchase or otherwise acquire any shares of its capital stock without the Holder's consent and is subject to certain restrictions on new borrowings, while there is a remaining outstanding balance related to the convertible promissory note. These notes may be prepaid during the first six months the notes are outstanding by paying a prepayment penalty equal to 30% during the first 60 days, increasing in 5% increments each month thereafter, to a maximum of 50%. The Company has reserved 63,000,000 shares of its unissued common stock for potential conversion of the convertible note. The convertible promissory note was privately offered and sold to the Holder in reliance on specific exemptions from the registration requirements of the United States federal and state securities laws which the Company believes are available to cover this transaction based on representations, warranties, agreements, acknowledgements and understandings provided to the Company by the Holder. About Coates International Based in Wall Township, N.J., Coates International, Ltd. (OTC BB: COTE) -- http://www.coatesengine.com/-- was incorporated on Aug. 31, 1988, for the purpose of researching, patenting and manufacturing technology associated with a spherical rotary valve system for internal combustion engines. This technology was developed over a period of 15 years by Mr. George J. Coates, who is the President and Chairman of the Board of the Company. The Coates Spherical Rotary Valve System (CSRV) represents a revolutionary departure from the conventional poppet valve. It changes the means of delivering the air and fuel mixture to the firing chamber of an internal combustion engine and of expelling the exhaust produced when the mixture ignites. Coates International reported a net loss of $2.75 million on $19,200 of total revenues for the year ended Dec. 31, 2013, as compared with a net loss of $4.53 million on $19,200 of total revenues for the year ended Dec. 31, 2012. The Company's balance sheet at Sept. 30, 2014, the Company had $2.74 million in total assets, $8.35 million in total liabilities and a $5.61 million total stockholders' deficiency. Cowan, Gunteski & Co., P.A., in Tinton Falls, New Jersey, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company continues to have negative cash flows from operations, recurring losses from operations, and a stockholders' deficiency. CONN'S INC: S&P Puts 'B' CCR on CreditWatch Negative ---------------------------------------------------- Standard & Poor's Ratings Services placed all its ratings on Texas-based Conn's Inc., including its 'B' corporate credit rating, 'BB-' issue level rating on its $880 million ABL credit facility, and 'B-' on its $250 million senior unsecured notes, on CreditWatch with negative implications. The CreditWatch placement reflects the company's weaker-than- expected performance during its third-quarter ended Oct. 31, 2014, driven by significant increase in delinquency levels and provision for bad balances as well as possible strategic or financial changes because of recent weak performance. S&P would expect to resolve the CreditWatch placement when it gains better understanding of the company's strategies surrounding its underwriting practices. At that time, S&P would expect to gain more clarity on how the company's deteriorating quality of credit portfolio affects its liquidity position. CORINTHIAN COLLEGES: Tear Up Students' Loans, Democrats Urge U.S. ----------------------------------------------------------------- Alan Zibel, writing for The Wall Street Journal, reported that Sen. Elizabeth Warren (D., Mass.) and 12 other Democrats sent a letter to Education Secretary Arne Duncan urging him to wipe out federal loans given to students who enrolled in Corinthian Colleges. According to the report, the lawmakers wrote that by taking out student loans, borrowers "are making a serious financial decision that will affect them for years to come." "If colleges fail to hold up their end of the bargain -- if they break the law in ways that bear on their students' educational experience or finances -- students should not literally be stuck paying the price," the lawmakers further wrote, the report related. Corinthian Colleges, Inc. offers post-secondary courses in the areas of health care, business, criminal justice, transportation technology and maintenance, information technology, and construction trades. The Santa Ana, California-based Company currently caters to 81,300 students. COVENANT CARE: Case Summary & 2 Unsecured Creditors --------------------------------------------------- Debtor: Covenant Care Centers, LLC 16203 Chasemore Drive Spring, TX 77379 Case No.: 14-35916 Chapter 11 Petition Date: December 9, 2014 Court: United States Bankruptcy Court Northern District of Texas (Dallas) Judge: Hon. Harlin DeWayne Hale Debtor's Counsel: Weldon L. Moore, III, Esq. SUSSMAN & MOORE, L.L.P. 4645 N. Central Expressway, Suite 300 Dallas, TX 75205 Tel: (214)378-8270 Fax: (214)378-8290 Email: wmoore@csmlaw.net Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Ron Sanborn, manager. A list of the Debtor's two largest unsecured creditors is available for free at http://bankrupt.com/misc/txnb14-35916.pdf CTI BIOPHARMA: Announces Comprehensive Kinome Analysis ------------------------------------------------------ CTI BioPharma Corp. announced that an analysis of kinase inhibition by pacritinib, a next generation oral multikinase inhibitor in Phase 3 clinical development, demonstrated a unique kinome profile among agents in development for myelofibrosis and suggests potential therapeutic benefit across a spectrum of blood- related cancers. Researchers presented the findings from this analysis at the 56th American Society of Hematology (ASH) Annual Meeting and Exposition held December 6-9 in San Francisco, CA. "The kinome profile of pacritinib shown in this analysis highlights how pacritinib is different from other JAK inhibitors that are currently on the market and in development for myelofibrosis," said Srdan Verstovsek, M.D., Ph.D., Director, Clinical Research Center for MPNs at The University of Texas MD Anderson Cancer Center and principal investigator for the Phase 3 PERSIST-2 trial of pacritinib. "One of the findings observed in clinical trials to date is the lack of myelosuppression seen with other treatments. Pacritinib's potent inhibition of FLT3, c-fms, IRAK1 and c-kit, all critical targets in hematologic malignancies, highlights its potential therapeutic utility in other indications, such as AML, MDS, CMML and CLL." The in vitro profiling of pacritinib across a panel of kinases showed the inhibition of all members of the JAK/FLT pathways, with the exception of JAK1. The JAK/FLT pathways are frequently dysregulated in many types of cancers. Additionally, pacritinib was found to inhibit the kinases c-fms and IRAK1. Disruption in the c-fms and IRAK1 pathways have been indicated to be involved in acute myeloid leukemia (AML), myelodysplastic syndrome (MDS), chronic myelomonocytic leukemia (CMML) and chronic lymphocytic leukemia (CLL). CTI believes the clinical efficacy and reduced myelosuppression seen in Phase 2 trials of pacritinib in patients with myelofibrosis is also likely attributable to this unique kinase inhibition profile. "These data not only demonstrate the unique attributes of pacritinib compared to other marketed agents or agents in development for the treatment of myelofibrosis, many of which have activity against JAK1, but also show the potential for broader use in other blood-related cancers," said Jack Singer, M.D., executive vice president, Global Medical and Translational Medicine at CTI and lead author of the analysis. "We are excited to pursue additional indications, such as AML, MDS, CMML and CLL, all of which are currently being evaluated in Phase 2 clinical trials, so we can potentially offer these patients an effective and less toxic treatment option." In a separate press release, CTI BioPharma announced data showing treatment with pacritinib, an investigational oral multikinase inhibitor in Phase 3 clinical development, preferentially killed acute myeloid leukemia (AML) cells with FLT3 mutations, overcame stromal protection and suppressed leukemic outgrowth from stroma adherent AML cells in both medium-term (7-14 days) and long-term (5-6 weeks) assays. The findings from this study were presented by Dr. Ceri Marrin, Consultant Haematologist, University Hospital of Wales at Cardiff University, during an oral presentation at the 56th American Society of Hematology (ASH) Annual Meeting and Exposition held December 6-9 in San Francisco, CA. "About 30 percent of patients with AML have a mutation in FLT3, a known poor prognostic factor, and an important target for drug development. Traditional FLT3 inhibitors are unable to kill FLT3 mutated cells when grown on stromal cells of the microenvironment, and this is believed to be an important resistance factor for other FLT3 antagonists. Stromal interaction confers protection through upregulation of alternative survival pathways including MEK and JAK2. The current data show that pacritinib is able to evade this mechanism of resistance, likely through its ability to suppress other signaling pathways, such as JAK2," said Alan Burnett, M.D., Past Professor and Head of Haematology, Department of Medical Genetics, Haematology and Pathology at the School of Medicine at Cardiff University. "While the data indicates that pacritinib was able to suppress growth of AML cells as a single agent, the synergistic effect of treatment with pacritinib in combination with either cytarabine or a MEK inhibitor suggest interesting directions for future clinical evaluation." "This study provides further evidence that pacritinib inhibits signaling pathways that are important to a broad spectrum of blood-related cancers. We believe pacritinib has the potential to be a significant new treatment option for AML given its ability to target multiple pathways, including suppression of microenvironmental tumor interactions that are key to overcoming longer-term drug resistance in this disease," said James A Bianco, M.D., president and CEO of CTI. "A Phase 2 trial in patients with relapsed AML and FLT3 mutations is currently underway and a first- line study in elderly patients with AML is expected to be initiated in the near future." About CTI BioPharma CTI BioPharma Corp. (NASDAQ and MTA: CTIC) -- http://www.ctibiopharma.com/-- formerly known as Cell Therapeutics, Inc., is a biopharmaceutical company focused on the acquisition, development and commercialization of novel targeted therapies covering a spectrum of blood-related cancers that offer a unique benefit to patients and healthcare providers. The Company has a commercial presence in Europe and a late-stage development pipeline, including pacritinib, CTI's lead product candidate that is currently being studied in a Phase 3 program for the treatment of patients with myelofibrosis. CTI BioPharma is headquartered in Seattle, Washington, with offices in London and Milan under the name CTI Life Sciences Limited. Cell Therapeutics reported a net loss attributable to common shareholders of $49.64 million in 2013, a net loss attributable to common shareholders of $115.27 million in 2012 and a net loss attributable to common shareholders of $121.07 million in 2011. "We believe that our present financial resources (including the $17.8 million we received in October 2014 under the Servier Agreement), together with additional milestone payments projected to be received under certain of our contractual agreements, our ability to control costs and expected net contribution from commercial operations in connection with PIXUVRI, will only be sufficient to fund our operations into the third quarter of 2015. This raises substantial doubt about our ability to continue as a going concern," the Company disclosed in its quarterly report on Form 10-Q for the period ended Sept. 30, 2014. DAHL'S FOODS: Hires Dickinson Law as Special Corporate Counsel -------------------------------------------------------------- Dahl's Foods and its debtor affiliates seek permission from the U.S. Bankruptcy Court for the Southern District of Iowa to employ Ronald L. Mountsier, Esq. and the Dickinson Law Firm, as their special corporate and employment law counsel. As special counsel, the Dickinson Law Firm is expected to provide these services: a. Structure, negotiate and draft appropriate business and corporate transactions; b. Advise the Debtors with respect to ongoing business operations, including contractual and regulatory matters; and c. Advise the Debtors with respect to employment law matters. The standard hourly rate for Ronald L. Mountsier, Esq., a Dickinson Law Firm professional, who will be involved in the Debtor's case is $320. The Firm seeks a $10,000 post-bankruptcy retainer in connection with the proposed employment. Mr. Mountsier assures the Court that the Dickinson Law Firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. About Dahl's Foods Dahl's Foods owns and operates 10 full-line grocery stores in and around the Des Moines, Iowa area. Since the 1970s, Dahl's has been employee owned pursuant to an ESOP with 97% of the ownership held by the ESOP. The remaining 3% is owned by certain past and present members of management and other former employees. Individual grocery store square footage ranges from 28,820 to 70,000 and averages 55,188. Dahl's employs over 950 people. For the 52 weeks ended June 28, 2014, Dahl's generated sales of $136.8 million. Foods, Inc. dba Dahl's Foods, Dahl's Food Mart, Inc., and Dahl's Holdings I, LLC, sought bankruptcy protection (Bankr. S.D. Iowa Lead Case No. 14-02689) in Des Moines, Iowa on Nov. 9, 2014, with a deal to sell to Associated Wholesale Grocers Inc. for $4.8 million. The Debtors have tapped Bradshaw, Fowler, Proctor & Fairgrave, P.C., as bankruptcy counsel, Crowe & Dunlevy, P.C., as special reorganization and conflicts counsel, and The Food Partners, LLC, as financial advisor and investment banker. Associated Wholesale Grocers, Inc., the Debtors' prepetition lender, committed to provide a senior secured, super-priority term credit facility of up to $6,649,623. As of the Petition Date, Debtors owe AWG the aggregate amount of approximately $3.2 million. AWG is represented by Christopher J. Rockers, Esq., at Husch Blackwell LLP, in Kansas City, Missouri. The U.S. Trustee for Region 12 appointed four entities to serve in the official unsecured creditors' committee in the Debtors' cases. DETROIT, MI: Exits from Ch. 9, Emergency Manager Resigns -------------------------------------------------------- Matthew Dolan, writing for The Wall Street Journal, reported that Detroit, which filed the largest municipal bankruptcy in the United States, has exited from its historic Chapter 9, and its emergency manager, Kevyn Orr, has resigned. As previously reported by The Troubled Company Reporter, in November, U.S. Bankruptcy Judge Steven Rhodes confirmed the city's debt adjustment plan. Both the City's achievement -- the adjustment of approximately $18 billion in debt -- and the speed with which the case was resolved -- 16 months after the City filed its chapter 9 petition -- are unprecedented, the TCR report, citing a statement from Jones Day, which represented the city. According to the Journal, Mr. Orr's last order as emergency manager would be to issue the date of the bankruptcy exit and set a two-year budget for the city. About the City of Detroit The City of Detroit, Michigan, weighed down by more than $18 billion in accrued obligations, sought municipal bankruptcy protection on July 18, 2013, by filing a voluntary Chapter 9 petition (Bankr. E.D. Mich. Case No. 13-53846). Detroit estimated more than $1 billion in both assets and debts. Kevyn Orr, who was appointed in March 2013 as Detroit's emergency manager, signed the petition. Detroit is represented by lawyers at Jones Day and Miller Canfield Paddock and Stone PLC. Michigan Governor Rick Snyder authorized the bankruptcy filing. The filing makes Detroit the largest American city to seek bankruptcy, in terms of population and the size of the debts and liabilities involved. The City's $18 billion in debt includes $5.85 billion in special revenue obligations, $6.4 billion in post-employment benefits, $3.5 billion for underfunded pensions, $1.13 billion on secured and unsecured general obligations, and $1.43 billion on pension- related debt, according to a court filing. Debt service consumes 42.5 percent of revenue. The city has 100,000 creditors and 20,000 retirees. The Hon. Steven Rhodes oversees the bankruptcy case. Detroit is represented by David G. Heiman, Esq., and Heather Lennox, Esq., at Jones Day, in Cleveland, Ohio; Bruce Bennett, Esq., at Jones Day, in Los Angeles, California; and Jonathan S. Green, Esq., and Stephen S. LaPlante, Esq., at Miller Canfield Paddock and Stone PLC, in Detroit, Michigan. Sharon Levine, Esq., at Lowenstein Sandler LLP, is representing the American Federation of State, County and Municipal Employees and the International Union. Babette Ceccotti, Esq., at Cohen, Weiss & Simon LLP, is representing the United Automobile, Aerospace and Agricultural Implement Workers of America. A nine-member official committee of retired workers was appointed in the case. The Retirees' Committee is represented by Dentons US LLP. Lazard Freres & Co. LLC serves as the Retiree Committee's financial advisor. The Troubled Company Reporter, on Nov. 10, 2014, citing The New York Times' DealBook, reported that U.S. Bankruptcy Judge Steven Rhodes in Michigan approved the city of Detroit's plan of debt adjustment. * * * Standard & Poor's Ratings Services, on Sept. 5, 2014, raised its ratings on five bond CUSIPs of Detroit's outstanding sewerage disposal and water supply revenue bonds to 'BBB+' from 'D' as S&P indicated it would do in its report dated Aug. 28, 2014. The outlook is stable. The Troubled Company Reporter, on Oct. 10, 2014, reported that Moody's Investors Service has placed the City of Detroit's (MI) Certificates of Participation (COPs) Ca rating on review for possible downgrade. This action follows the recent settlement announcement between the city and Syncora, which insures a portion of the city's outstanding COPs. The settlement includes a cash payment, as well as extended and optional stakes in city owned assets. Moody's said it is likely that the recovery for creditors will be below 35% and as a result consistent with a C rating. The review will be resolved if and when a settlement with FGIC, the other main insurer of the city's COPs liabilities, is made public. DOLPHIN DIGITAL: Stockholders Elected 5 Directors ------------------------------------------------- Dolphin Digital Media, Inc., held a 2014 special meeting of stockholders on Dec. 3, 2014, at which the stockholders: (a) elected William O'Dowd, IV, Michael Espensen, Nelson Famadas, Mirta Negrini and Nicholas Stanham as directors to serve for terms expiring at the 2015 Annual Meeting of Stockholders or until their successors are elected and qualified; (b) approved the change of the Company's state of incorporation from Nevada to Florida. The Board of Directors recommended and on Dec. 3, 2014, the stockholders approved the proposal to change the Company's state of incorporation from Nevada to Florida. As a result of the Reincorporation, the rights of stockholders which were governed by Nevada law are now governed by Florida law. Certain differences in the rights of stockholders arise from distinctions between Nevada and Florida law. The differences between Nevada law and Florida law have resulted in changes in the Company's Articles of Incorporation and Bylaws, which changes were approved by the Company's stockholders upon approval of the Reincorporation Proposal, and became effective on Dec. 3, 2014. About Dolphin Digital Coral Gables, Florida-based Dolphin Digital Media, Inc., is dedicated to the twin causes of online safety for children and high quality digital entertainment. By creating and managing child-friendly social networking websites utilizing state-of the- art fingerprint identification technology, Dolphin Digital Media, Inc. has taken an industry-leading position with respect to internet safety, as well as digital entertainment. Dolphin Digital incurred a net loss of $2.46 million in 2013 following a net loss of $3.38 million in 2012. As of Sept. 30, 2014, the Company had $1.32 million in total assets, $9.71 million in total liabilities, all current, and a $8.38 million total stockholders' deficit. As of Sept. 30, 2014, the Company had $1.32 million in total assets, $9.71 million in total liabilities, all current, and a $8.38 million total stockholders' deficit. Crowe Horwath LLP, in Fort Lauderdale, 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 net losses, negative cash flows from operations and does not have sufficient working capital. These events raise substantial doubt about the Company's ability to continue as a going concern. ECOSPHERE TECHNOLOGIES: Heller Reports 12.4% Stake as of Nov. 28 ---------------------------------------------------------------- In an amended Schedule 13G filed with the U.S. Securities and Exchange Commission, Ronald Heller disclosed that as of Nov. 28, 2014, he beneficially owned 23,324,998 shares of common stock of Ecosphere Technologies, Inc., representing 12.4 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/jwP1FV About Ecosphere Technologies Stuart, Florida-based Ecosphere Technologies (OTC BB: ESPH) -- http://www.ecospheretech.com/-- is a water engineering, technology licensing and environmental services company that designs, develops and manufactures wastewater treatment solutions for industrial markets. Ecosphere, through its majority-owned subsidiary Ecosphere Energy Services, LLC, provides energy exploration companies with an onsite, chemical free method to kill bacteria and reduce scaling during fracturing and flowback operations. Ecosphere Technologies reported net income of $19.16 million in 2013 following net income of $1.05 million in 2012. As of Sept. 30, 2014, the Company had $16.79 million in total assets, $3.59 million in total liabilities, $3.78 million in total redeemable convertible cumulative preferred stock, and $9.41 million in total equity. Salberg & Company, P.A., in Boca Raton, 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 had a loss from operations and cash used in operations along with an accumulated deficit. These matters raise substantial doubt about the Company's ability to continue as a going concern. ECOSPHERE TECHNOLOGIES: Nagelberg Stake at 6.6% as of Nov. 28 ------------------------------------------------------------- David S. Nagelberg disclosed in a regulatory filing with the U.S. Securities and Exchange Commission that as of Nov. 28, 2014, he beneficially owned 11,675,000 shares of common stock of Ecosphere Technologies, Inc., representing 6.6 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/6iTjmk About Ecosphere Technologies Stuart, Florida-based Ecosphere Technologies (OTC BB: ESPH) -- http://www.ecospheretech.com/-- is a water engineering, technology licensing and environmental services company that designs, develops and manufactures wastewater treatment solutions for industrial markets. Ecosphere, through its majority-owned subsidiary Ecosphere Energy Services, LLC, provides energy exploration companies with an onsite, chemical free method to kill bacteria and reduce scaling during fracturing and flowback operations. Ecosphere Technologies reported net income of $19.16 million in 2013 following net income of $1.05 million in 2012. As of Sept. 30, 2014, the Company had $16.79 million in total assets, $3.59 million in total liabilities, $3.78 million in total redeemable convertible cumulative preferred stock, and $9.41 million in total equity. Salberg & Company, P.A., in Boca Raton, 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 had a loss from operations and cash used in operations along with an accumulated deficit. These matters raise substantial doubt about the Company's ability to continue as a going concern. EDGENET INC: Court Confirms Ch. 11 Liquidating Plan --------------------------------------------------- Judge Brendan Linehan Shannon of the U.S. Bankruptcy Court for the District of Delaware on Dec. 9, 2014, issued an order confirming the modified amended plan of liquidation filed by El Wind Down, Inc., f/k/a Edgenet, Inc., and its debtor-affiliates. The Liquidation Plan proposes all classes of claims to be impaired except for other priority claims. Liberty Partners LLC, which loaned Edgenet Holding Corporation approximately $40 million in exchange for a blanket security interest in and to all of the Debtors' assets, will reduce its secured claim by $1.34 million, which sum will be paid by the Debtors, on the effective date to a segregated account held by Cooley LLP, the co-counsel for the Official Committee of Unsecured Creditors. These funds will be used to pay the Allowed Seller Noteholder Claim on a pro rata basis, the Seller Noteholder Professionals and reimburse certain expenses incurred by the Owners Representative. At the effective date, the Debtors, the Seller Notheholders and Liberty and their representatives will mutually release each other from all claims. The Plan also provides that the Adversary Proceeding initiated by Ernest Han-Ping Wu will be dismissed with prejudice. LPL will receive the remaining funds in the Debtors' estates after payment of all Allowed Administrative and Priority Claims. The Plan was amended on Oct. 27 to provide that while the Plan Administrator is empowered to assert Post-Effective Date Debtor Causes of Action on behalf of the Post-Effective Date Debtor, it is not anticipated that any claims or Causes of Action will be asserted, as it is believed that none exist which would enhance the Post-Effective Date Debtor's estate. To the extent that any Post-Effective Date Debtor Causes of Action is asserted under chapter 5 of the Bankruptcy Code, any recoveries, net of the payment of sums on account of any professional fees incurred in prosecuting those claims or Causes of Action will be paid to Holders of Allowed Class 4 Claims. To the extent an objection is filed to a claim prior to Oct. 31, 2014, unless the Claim is disallowed by order of the Bankruptcy Court on or before Oct. 31, 2014, the Holder of the Claim can file a motion under Rule 3018 of the Federal Rules of Bankruptcy Procedure to have that Claim allowed in a specific amount for purposes of voting on the Plan. About Edgenet Inc. Edgenet, Inc., and Edgenet Holding Corp. are providers of cloud- based content and applications that enable companies to sell more products and services with greater ease across multiple channels and devices. Edgenet has three business locations: Waukesha, WI, Brentwood, TN, and its main office in Atlanta, GA. Edgenet Inc. and Edgenet Holding filed for Chapter 11 bankruptcy protection in Delaware (Lead Case No. 14-10066) on Jan. 14, 2014. Edgenet Inc. estimated assets of at least $10 million and liabilities of $100 million to $500 million. Raymond Howard Lemisch, Esq., at Klehr Harrison Harvey Branzburg LLP, in Wilmington, Delaware, serves as counsel to the Debtors; Glass Ratner Advisory & Capital Group LLC is the financial advisor; JMP Securities, LLC, is the investment banker, and Phase Eleven Consultants, LLC, is the claims and noticing agent. The U.S. Trustee did not form an official unsecured creditors committee as no sufficient interest has been generated from creditors. Fred Marxer, Timothy Choate and Davis Carr, individuals and holders of a segment of the promissory notes issued in 2004 that have been referred to by Edgenet, Inc., et al., requested that the Court issue an order appointing an official committee of Seller Noteholders, or in the alternative, an official committee of unsecured creditors, with members appointed from the Seller Noteholders who agree to waive any continued security interest arising from the Seller Notes. Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed on March 13, 2014, five noteholders to serve on the Official Committee of Note Holders. In May, Bankruptcy Judge Brendan L. Shannon denied Edgenet Inc., et al.'s motion to disband the Noteholders Committee. The Noteholders Committee has retained Morris James LLP's Jeffrey R. Waxman, Esq.; and Cooley LLP's Cathey Hershcopf, Esq., and Jeffrey L. Cohen, Esq., as co-counsel to the Committee. An auction of the Debtors' assets was held on June 6, 2014, and EdgeAQ, L.L.C., was declared the successful bidder. The Bankruptcy Court approved the sale on June 12, and the sale closed on June 16. Edgenet Inc. changed its name to El Wind Down, Inc., and Edgenet Holding Corporation to EHC Holding Wind Down Corp. EMPIRE GENERATING: S&P Affirms 'B+' Rating on Secured Loans ----------------------------------------------------------- Standard & Poor's Ratings Services said it affirmed its 'B+' debt issue rating on power project financing Empire Generating Co. LLC's senior secured term loan and revolving credit facilities. The debt consists of a $430 million term loan B due 2021, a $30 million funded letter-of-credit term loan C due 2021, and a $20 million revolving credit facility due 2019. S&P removed these ratings from CreditWatch, where it placed them with negative implications on Sept. 22, 2014. S&P also left unchanged its '2' recovery rating on the senior secured debt, indicating a "substantial" recovery of 70% to 90% based on estimated asset value and debt outstanding in our simulated default scenario. The outlook is stable. Empire is 635 megawatt power project financing located in the New York Independent System Operator's (NYISO) Zone F region. S&P's 'B+' rating reflects an operational business profile of proven technology and sound operations and maintenance performance that is exposed to NYISO energy market prices and capacity auction prices with a favorable competitive position. Financial performance includes a minimum debt service coverage ratio of about 2x and weak performance under the downside scenario. "Empire's operations phase business assessment reflects use of commercially proven technology, sound operating and maintenance support, and limited natural gas fuel risk that should result in high reliability," said Standard & Poor's credit analyst Terry Pratt. Market risk is material given exposure to merchant energy market prices in NYISO Zone F, which can be volatile since they are linked to natural gas prices. Empire's competitive position will likely improve when the Constitution Pipeline becomes operational in 2015 bringing Marcellus Shale field gas to Empire's region, which should reduce fuel costs considerably. The stable outlook reflects S&P's expectations that operational performance will be strong, the Constitution Pipeline will be built into the project's region by 2015, and S&P's belief that power prices, which largely stem from natural gas prices, and the NYISO capacity market prices will not drop considerably from S&P's assumptions in the next two to three years. EVERGREEN ACQCO1: S&P Lowers CCR to 'B-'; Outlook Negative ---------------------------------------------------------- Standard & Poor's Ratings Services lowered its corporate credit rating on Bellevue, Wash.-based thrift store operator Evergreen AcqCo1 LP d/b/a Savers to 'B-' from 'B'. The outlook is negative. At the same time, S&P lowered its issue-level ratings on the company's $75 million revolver and $715 million term loan to 'B-' from 'B'. The '3' recovery rating indicates S&P's expectation for meaningful (50%-70%) recovery in the event of a payment default. "The downgrade and lower business risk profile reflect our expectation that Savers will continue to experience performance erosion related to its Apogee unit in the coming year, as a spate of problems at the acquired thrift have reduced profitability despite relatively stable results in the core Savers business and strong Halloween results this year," said credit analyst Diya Iyer. The negative outlook reflects S&P's expectation that Savers will continue to experience cost and traffic downside risk through the end of the year, with lagging customer counts particularly in the Apogee and Unique chains, potential loss of charity donations tied to the recent Minnesota report, and ongoing strain in the African recycling business. Downside Scenario S&P could lower the rating in the next year if used goods donations and recycling costs continue to escalate, creating persistent margin and EBITDA declines, with leverage remaining at or above 7.0x and coverage falling below 2.0x. At this time, the company's liquidity would weaken such that it increases revolver borrowings to above $15 million and begins to experience thin covenant cushions, with free operating cash flow becoming more negative than S&P's expectations. At that point, S&P would view the company's capital structure as unsustainable. S&P could also lower the rating if further challenges surface related to the company's contracts with charities, causing long time partners to sever or limit ties and creating further problems for the Savers' business model, with associated costs and potential management turnover increasing. Upside Scenario Given Savers' credit measures and array of recent operational issues, S&P is not expecting to revise its outlook or raise its ratings over the coming year. In this unlikely scenario, Saves would need to deleverage more than 2.0x to the low-5.0x area, which would require more than 300 bps of gross margin expansion or sales growth in the mid-20% area. EXIDE TECHNOLOGIES: Noteholders Object to Panel Appointment Bid --------------------------------------------------------------- BankruptcyData reported that Exide Technologies' unofficial committee of prepetition senior secured holders of certain 8-5/8% Senior Secured Notes due 2018 object to the supplemental motion and joinder of certain shareholders for the appointment of an official equity security holders committee. According to the report, the objection asserts, "...Obsido's methodology proves unsound. Indeed, Obsido concedes that the Movants face at least $1.4 billion in claims before any recovery to equity is possible, an amount that exceeds Obsido's own $1.352 billion valuation based on its discounted cash flow analysis. Even assuming that Obsido's total enterprise valuation of $1.750 billion - which simply adds $400 million in value for NOLs and intellectual property to its discounted cash flow valuation - is remotely accurate, which it is not, Obsido grossly understates Exide's liabilities....In addition, the Creditors Committee has a duty to maximize the value of Exide's estate, which would inhere to the benefit of shareholders, and as the Court is well aware, the Creditors Committee has been very active in this case in furtherance of that objective." Separately, the official committee of unsecured creditors also objected to the appointment of an official committee of equity security holders. The creditors' committee asserts, "First, the Valuation Report is conspicuously devoid of any type of multiples analysis. Under basic tenets of valuation, experts typically use three principal valuation techniques to arrive at an enterprise value: public company comparable analysis, precedent transaction analysis, and discounted cash flow ('DCF') analysis....The DCF analysis assumes an annual perpetual growth rate for free cash flow of 7.5% - an entirely unrealistic rate for a mature industrial company. Given historical growth rates of the U.S. economy, any perpetual growth rate at this level is highly suspect. Moreover, this excessive perpetual growth rate results in an outsized terminal value that contributes 78% to the total DCF analysis valuation....Fourth, the Valuation Report relies on more flawed assumptions to layer nearly $400 million in purported value on top of the already-inflated DCF valuation with little to no analysis." As previously reported by The Troubled Company Reporter, Exide Technologies' ad hoc committee of equity security holders filed with the U.S. Bankruptcy Court a brief in support of the appointment of an official committee of equity security holders. According to the report, the Ad Hoc Committee members said they have retained Obsido to render a valuation report using generally accepted accounting principles and Obsido's valuation report shows that the Debtor is far from 'hopelessly insolvent,' but rather has an enterprise value that far exceeds its total debt, and therefore evidences a substantial likelihood that equity will receive a meaningful distribution under a strict application of the absolute priority rule. Specifically, Obsido's valuation report estimates a distributable value for equity security holders ranging between $440 million and $740 million, the Ad Hoc Committee members added, the report related. About Exide Technologies Headquartered in Princeton, New Jersey, Exide Technologies (NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and distributes lead acid batteries and other related electrical energy storage products. Exide first sought Chapter 11 protection (Bankr. Del. Case No. 02-11125) on April 14, 2002 and exited bankruptcy two years after. Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland & Ellis, and James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP represented the Debtors in their successful restructuring. Exide returned to Chapter 11 bankruptcy (Bankr. D. Del. Case No. 13-11482) on June 10, 2013. Exide disclosed $1.89 billion in assets and $1.14 billion in liabilities as of March 31, 2013. Exide's international operations were not included in the filing and will continue their business operations without supervision from the U.S. courts. For the new case, Exide has tapped Anthony W. Clark, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, and Pachulski Stang Ziehl & Jones LLP as counsel; Alvarez & Marsal as financial advisor; Sitrick and Company Inc. as public relations consultant and GCG as claims agent. Schnader Harrison Segal & Lewis LLP was tapped as special counsel. The Official Committee of Unsecured Creditors is represented by Lowenstein Sandler LLP and Morris, Nichols, Arsht & Tunnell LLP as co-counsel. Zolfo Cooper, LLC serves as its bankruptcy consultants and financial advisors. Geosyntec Consultants was tapped as environmental consultants to the Committee. Robert J. Keach of the law firm Bernstein Shur as fee examiner has been appointed as fee examiner. He has hired his own firm as counsel. FCC HOLDINGS: Wants Until Feb. 23 to Remove Actions --------------------------------------------------- FCC Holdings, Inc., et al., filed a motion for an extension until Feb. 23, 2015, of the time to file notices of removal of proceedings pursuant to Bankruptcy Rule 9027(a). A hearing is scheduled for Dec. 19, 2014, at 10:00 a.m. Objections to the motion, if any, are due Dec. 12, 2014, at 4:00 p.m. According to the Debtors, since the sale, their efforts have been focused on negotiating the terms of a liquidating plan with the Committee and their secured lenders. The Debtors hope to file and seek confirmation of the plan shortly. The Debtors have not yet determined whether to seek removal of the actions pending against them. About FCC Holdings FCC Holdings, Inc., and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 14-11987) on Aug. 25, 2014. Headquartered in Ft. Lauderdale, Florida, FCC and its affiliates provide quality postsecondary education in fourteen states. The FCC schools were started by David Knobel in 1994 in Fort Lauderdale, Florida, and, as of the bankruptcy filing, are owned by Greenhill Capital Partners. Prior to the Petition Date, the Company, which currently operates under the name "Anthem Education," had three sets of schools -- the 14 Florida Career College schools; the 22 Anthem Education schools; and the 5 US Colleges schools. The Debtors' outstanding secured obligations are $49,000,000, plus interest and fees, comprised of: Tranche A Loans of $18.6 million, Tranche B Loans of $29.1 million, and existing letters of credit of $1.39 million. The Debtors also have unsecured debt of $15 million. Judge Christopher S. Sontchi is assigned to the Chapter 11 cases. The Debtors have tapped Dennis A. Meloro, Esq., at Greenberg Traurig, LLP, as counsel, and KCC as claims and notice agent. The U.S. Trustee has appointed three members to the Official Committee of Unsecured Creditors. Womble Carlyle Sandridge & Rice, LLP, and Ottenbourgh P.C., serve as its co-counsel. GARLOCK SEALING: Judge Won't Reconsider $125MM Liability Ruling --------------------------------------------------------------- Stephanie Gleason, writing for Daily Bankruptcy Review, reported that a bankruptcy judge said he won't reconsider a ruling that slashed Garlock Sealing Technologies' asbestos liability to $125 million from $1.3 billion, but plaintiffs' lawyers plan to appeal the decision. According to the report, Judge J. Craig Whitley of the U.S. Bankruptcy Court in Charlotte, N.C., denied the request by the official committee of asbestos personal injury claimants, which had asked the judge to consider new evidence that it said could change Garlock's liability to asbestos claimants. About Garlock Sealing Headquartered in Palmyra, New York, Garlock Sealing Technologies LLC is a unit of EnPro Industries, Inc. (NYSE: NPO). For more than a century, Garlock has been helping customers efficiently seal the toughest process fluids in the most demanding applications. On June 5, 2010, Garlock filed a voluntary Chapter 11 petition (Bankr. W.D.N.C. Case No. 10-31607) in Charlotte, North Carolina, to establish a trust to resolve all current and future asbestos claims against Garlock under Section 524(g) of the U.S. Bankruptcy Code. The Debtor estimated $500 million to $1 billion in assets and up to $500 million in debts as of the Petition Date. Affiliates The Anchor Packing Company and Garrison Litigation Management Group, Ltd., also filed for bankruptcy. Albert F. Durham, Esq., at Rayburn Cooper & Durham, P.A., represents the Debtor in their Chapter 11 effort. Garland S. Cassada, Esq., at Robinson Bradshaw & Hinson, serves as counsel for asbestos matters. The Official Committee of Asbestos Personal Injury Claimants in the Chapter 11 cases is represented by Travis W. Moon, Esq., at Hamilton Moon Stephens Steele & Martin, PLLC, in Charlotte, NC, Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, in New York, and Trevor W. Swett III, Esq., Leslie M. Kelleher, Esq., and Jeanna Rickards Koski, Esq., in Washington, D.C. 20005. Joseph W. Grier, III, the Court-appointed legal representative for future asbestos claimants, has retained A. Cotten Wright, Esq., at Grier Furr & Crisp, PA, and Richard H. Wyron, Esq., and Jonathan P. Guy, Esq., at Orrick, Herrington & Sutcliffe LLP, as his co- counsel. Judge George Hodges of the United States Bankruptcy Court for the Western District of North Carolina on Jan. 10, 2014, entered an order estimating the liability for present and future mesothelioma claims against EnPro Industries' Garlock Sealing Technologies LLC subsidiary at $125 million, consistent with the positions GST put forth at trial. GARLOCK SEALING: $125M Asbestos Liability Cap to Stay in Place -------------------------------------------------------------- Law360, citing an attorney for Garlock Sealing Technologies LLC, reported that U.S. Bankruptcy Judge George Hodges in North Carolina refused to reopen a data dig to estimate the size of the company's legacy asbestos liabilities, ordering that a previously reached $125 million cap be left in place and no new evidence be considered. According to the report, the official asbestos personal injury claimants' committee in the bankruptcy had argued that Garlock had concealed its past settlement strategies and knowledge regarding other sources of exposure, and they'd asked Judge Hodges if they could introduce some new evidence, but Judge Hodges said no, according to Garland Cassada, Esq. -- gcassada@rbh.com -- of Robinson Bradshaw & Hinson PA, who argued for Garlock, leaving a January cap order in place. About Garlock Sealing Headquartered in Palmyra, New York, Garlock Sealing Technologies LLC is a unit of EnPro Industries, Inc. (NYSE: NPO). For more than a century, Garlock has been helping customers efficiently seal the toughest process fluids in the most demanding applications. On June 5, 2010, Garlock filed a voluntary Chapter 11 petition (Bankr. W.D.N.C. Case No. 10-31607) in Charlotte, North Carolina, to establish a trust to resolve all current and future asbestos claims against Garlock under Section 524(g) of the U.S. Bankruptcy Code. The Debtor estimated $500 million to $1 billion in assets and up to $500 million in debts as of the Petition Date. Affiliates The Anchor Packing Company and Garrison Litigation Management Group, Ltd., also filed for bankruptcy. Albert F. Durham, Esq., at Rayburn Cooper & Durham, P.A., represents the Debtor in their Chapter 11 effort. Garland S. Cassada, Esq., at Robinson Bradshaw & Hinson, serves as counsel for asbestos matters. The Official Committee of Asbestos Personal Injury Claimants in the Chapter 11 cases is represented by Travis W. Moon, Esq., at Hamilton Moon Stephens Steele & Martin, PLLC, in Charlotte, NC, Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, in New York, and Trevor W. Swett III, Esq., Leslie M. Kelleher, Esq., and Jeanna Rickards Koski, Esq., in Washington, D.C. 20005. Joseph W. Grier, III, the Court-appointed legal representative for future asbestos claimants, has retained A. Cotten Wright, Esq., at Grier Furr & Crisp, PA, and Richard H. Wyron, Esq., and Jonathan P. Guy, Esq., at Orrick, Herrington & Sutcliffe LLP, as his co- counsel. Judge George Hodges of the United States Bankruptcy Court for the Western District of North Carolina on Jan. 10, 2014, entered an order estimating the liability for present and future mesothelioma claims against EnPro Industries' Garlock Sealing Technologies LLC subsidiary at $125 million, consistent with the positions GST put forth at trial. GCI INC: S&P Assigns 'BB+' Rating on $275MM Sr. Secured Loan B -------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'BB+' issue-level and '1' recovery ratings to Anchorage, Alaska-based diversified telecommunications provider GCI Inc.'s proposed $275 million senior secured term loan B due 2021 and existing credit facility, which comprises a $240 million delayed draw term loan A and a $150 million revolving credit facility. The '1' recovery rating indicates S&P's expectation for very high recovery (90%-100%) in the event of payment default. GCI Holdings Inc. is the borrower. GCI plans to use the proceeds from a $275 million term loan and a $75 million investment from private equity sponsor, Searchlight Capital Partners LLC, to fund the $300 million purchase price for the remaining one-third stake of its wireless joint venture, The Alaska Wireless Network LLC (AWN), from Alaska Communications Systems Group Inc. (ACS), add about $46 million of cash to the balance sheet, and pay about $4 million of related fees and expenses. The 'B+' issue-level and '5' recovery ratings on the company's senior unsecured debt rating are unchanged. The 5' recovery rating indicates S&P's expectation for modest recovery (10%-30%; at the high end of the range) in the event of payment default. Despite the increase in secured debt, S&P believes that recovery prospects for unsecured debtholders will remain in the 10%-30% area as a result of an increase in S&P's default valuation for the company due to the elimination of cash distributions to ACS. S&P's ratings on GCI, including the 'BB-' corporate credit rating, and stable outlook are not immediately affected by the company's agreement to purchase the remaining one-third interest in the joint venture from ACS. S&P views the proposed transaction as moderately positive for GCI's business position because it will increase the company's wireless subscriber base by about 75% with the addition of 110,000 customers from ACS and offer some cost synergies. Pro forma for the transaction, GCI will serve about 255,000 wireless subscribers, making it the second-largest wireless provider in the state of Alaska behind AT&T Inc., with an approximate 33% market share. The debt GCI issues to pay for the transaction will be partly offset by its removal of the remaining $126 million of preferential cash distributions to ACS, which S&P includes in its adjusted leverage calculation. Despite the increase in debt to fund the transaction (including the equity investment from Searchlight, which S&P also views as debt), S&P expects that GCI's adjusted leverage will be in the mid-4x area, which S&P considers supportive of its "aggressive" financial risk profile assessment. S&P's leverage calculation also includes the operating lease payments' present value, which adds about $150 million to debt and $30 million to EBITDA. RATINGS LIST GCI Inc. Corporate Credit Rating BB-/Stable/-- New Ratings GCI Holdings Inc. $275 million senior secured term loan B due 2021 BB+ Recovery Rating 1 $240 million delayed draw term loan A BB+ Recovery Rating 1 $150 million revolving credit facility BB+ Recovery Rating 1 GENUTEC BUSINESS: Could Not File Plan, Schedules Until Feb. 2015 ---------------------------------------------------------------- Genutec Business Solutions Inc. asks the U.S. Bankruptcy Court for the Central District of California to extend the deadline to file its schedules of assets and liabilities, statement of financial affairs, and disclosure statement and Chapter 11 plan to Feb. 15, 2015. The Debtor says the extension request will give the best chance of proposing a viable plan which can be confirmed. About Genutec Businesss Solutions Genutec Business Solutions, Inc., filed a Chapter 11 bankruptcy petition (Bankr. C.D. Cal. Case No. 14-13115) in Santa Ana, Georgia, on May 16, 2014. David Montoya signed the petition as director. The Debtor disclosed assets of $12,851,544 and liabilities of $11,529,199. Michael R Totaro, Esq., at Totaro & Shanahan, in Pacific Palisades, California, acts as bankruptcy counsel. Judge Erithe A. Smith presides over the case. The U.S. Trustee for Region 16 appointed three creditors to serve on the official committee of unsecured creditors. GT ADVANCED: Bogus Promises in $439MM Apple Deal, Says Creditor --------------------------------------------------------------- Law360 reported that Apple Inc.'s $439 million deal with bankrupt GT Advanced Technologies Inc. is a little too sweet for a GTAT creditor's tastes, according to an objection contending that Apple's promises on the limits of what it would take are false. The Law360 report related that Sumitomo Cryogenics of America Inc. said that GTAT's deal -- in which Apple will take an increasing cut of certain sapphire-making furnaces sold by the company -- includes a provision that requires the bankruptcy estate to pay Apple any shortfalls from that arrangement, taking money from a pool the other creditors are counting on. About GT Advanced Technologies Headquartered in Merrimack, New Hampshire, GT Advanced Technologies Inc. -- http://www.gtat.com/-- produces materials and equipment for the electronics industry. On Nov. 4, 2013, GTAT announced a multiyear supply deal with Apple Inc. to produce sapphire glass material for use in consumer electronics products. Under the deal, Apple would provide GTAT with a prepayment of approximately $578 million paid in four installments and, starting in 2015, GTAT would reimburse Apple for the prepayment over a five-year period. GT is a publicly held corporation whose stock was traded on NASDAQ under the ticker symbol "GTAT." GTAT was de-listed from the NASDAQ stock exchange in October 2014. As of June 28, 2014, the GTAT Group's unaudited and consolidated financial statements reflected assets totaling $1.5 billion and liabilities totaling $1.3 billion. As of Sept. 29, 2014, GTAT had $85 million in cash, $84 million of which is unencumbered. On Oct. 6, 2014, GT Advanced Technologies and 8 affiliates filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. D.N.H. Lead Case No. 14-11916). GT says that it has sought bankruptcy protection due to a severe liquidity crisis brought about by its issues with Apple. The Debtors have tapped Nixon Peabody LLP and Paul Hastings LLP as attorneys and Kurtzman Carson Consultants LLC as claims and noticing agent. The U.S. Trustee has named seven members to the Official Committee of Unsecured Creditors. The Committee' professionals are Kelley Drye as its bankruptcy counsel; Devine, Millimet & Branch, Professional Association as local counsel; EisnerAmper LLP as financial advisors; and Houlihan Lokey Capital, Inc. as investment banker. HCA HOLDINGS: Share Repurchase No Impact on Moody's Ba3 CFR ----------------------------------------------------------- Moody's Investors Service commented that HCA Holdings, Inc.'s announcement that it had entered into an agreement to repurchase approximately $552 million worth of its common stock from affiliates of Bain Capital Investors, LLC is credit negative. However, HCA's ratings, including the Ba3 Corporate Family Rating, Ba3-PD Probability of Default Rating and the stable outlook are unaffected. HCA Inc. is a wholly owned subsidiary of HCA Holdings, Inc. (collectively HCA). Headquartered in Nashville, Tennessee, HCA is the nation's largest acute care hospital company as measured by revenue. The company generated revenue in excess of $36 billion, net of the provision for doubtful accounts, in the twelve months ended September 30, 2014. HD SUPPLY: Reports $60 Million Net Income in Third Quarter ---------------------------------------------------------- HD Supply Holdings, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing net income of $60 million on $2.48 billion of net sales for the three months ended Nov. 2, 2014, compared with net income of $51 million on $2.27 billion of net sales for the three months ended Nov. 3, 2013. For the nine months ended Nov. 2, 2014, the Company reported net income of $96 million on $7.09 billion of net sales compared with a net loss of $152 million on $6.55 billion of net sales for the nine months ended Nov. 3, 2013. As of Nov. 2, 2014, the Company had $6.52 billion in total assets, $7.18 billion in total liabilities, and a $657 million stockholders' deficit. "I was very pleased with our strong performance this quarter," stated Joe DeAngelo, CEO of HD Supply. "We remain focused on controllable execution to deliver profitable growth in excess of our market growth estimate." On Dec. 1, 2014, HD Supply entered into a definitive purchase agreement to sell its Hardware Solutions business unit, formerly known as Crown Bolt, to The Home Depot. Approximately 98 percent of Hardware Solutions' 2013 sales were attributable to The Home Depot. The transaction is expected to close by the end of fiscal year 2014, subject to satisfaction of customary closing conditions. In accordance with Accounting Standard Codification 205-20, Discontinued Operations, the results of Hardware Solutions and an expected small gain on sale of the business will be classified as discontinued operations beginning in the fourth quarter of fiscal 2014. The tables beginning on page 12 provide revised historical quarterly financial results presenting Hardware Solutions as an expected discontinued operation. A full-text copy of the Form 10-Q is available for free at: http://is.gd/kPq5Ze About HD Supply HD Supply, Inc., headquartered in Atlanta, Georgia, is one of the largest North American wholesale distributors supporting residential and non-residential construction and to a lesser extent electrical consumption and repair and remodeling. HDS also provides maintenance, repair and operations services. Its businesses are organized around three segments: Infrastructure and Energy; Maintenance, Repair & Improvement; and, Specialty Construction. HDS operates through approximately 800 locations throughout the U.S. and Canada serving contractors, government entities, maintenance professionals, home builders and professional businesses. HD Supply reported a net loss of $218 million for the fiscal year ended Feb. 2, 2014, a net loss of $1.17 billion for the fiscal year ended Feb. 3, 2013, and a net loss of $543 million for the year ended Jan. 29, 2012. * * * As reported by the TCR on Jan. 11, 2013, Moody's Investors Service upgraded HD Supply, Inc.'s ("HDS") corporate family rating to B3 from Caa1 and its probability of default rating to B3 from Caa1. "This rating action results from our expectations that HDS will refinance a significant portion of its senior subordinated notes due 2015, effectively extending the remainder of its maturities by at least two years to 2017," Moody's said. HD Supply carries a 'B' corporate credit rating, with negative outlook, from Standard & Poor's Ratings Services. HERRING CREEK: Wants to Employ Murphy & King as Bankruptcy Counsel ------------------------------------------------------------------ Herring Creek Acquisition Company LLC asks the U.S. Bankruptcy Court for the District of Delaware for permission to employ Murphy & King, Professional Corporation, as its bankruptcy counsel. The firm will: a) advise the Debtor with respect to its rights, powers and duties as debtor-in-possession in the continued operation of its business and management of its assets; b) advise the Debtor with respect to a plan of reorganization and any other matters relevant to the formulation and negotiation of a plan in the case; c) represent the Debtor at all hearings and matters pertaining to its affairs as debtor and debtor-in-possession; d) prepare, on the Debtor's behalf, all necessary and appropriate applications, motions, answers, orders, reports, and other pleadings and other documents, and reviewing all financial and other reports filed in this Chapter 11 case; e) advise the Debtor with respect to, and assisting in the negotiation and documentation of, financing agreements, debt and cash collateral orders and related transactions; f) reviewing and analyze the nature and validity of any liens asserted against the Debtor's property and advising the Debtor concerning the enforceability of such liens; g) advise the Debtor regarding its ability to initiate actions to collect and recover property for the benefit of its estate; h) advise and assist the Debtor in connection with the potential disposition of any property; i) advise the Debtor concerning executory contract and unexpired lease assumptions, lease assignments, rejections, restructurings and recharacterization of contracts and leases; j) reviewing and analyze the claims of the Debtor's creditors, the treatment of such claims and the preparation, filing or prosecution of any objections to claims; k) commence and conduct any and all litigation necessary or appropriate to assert rights held by the Debtor, protect assets of the Debtor's Chapter 11 estate or otherwise further the goal of completing the Debtor's plan of reorganization other than with respect to matters to which the Debtor retains special counsel; and l) perform all other legal services and providing all other necessary legal advice to the Debtor as debtor-in-possession which may be necessary in the Debtor's bankruptcy proceeding. The firm says it will seek compensation based upon its normal and usual hourly billing rates, and will seek reimbursement of expenses. From time to time, the firm adjusts it usual hourly billing rates in the ordinary course of its business. In the event of such an adjustment, the firm will seek compensation at the adjusted hourly rate from and after the date of the adjustment. The Debtor says it paid the firm a total of $10,4348 for services rendered in the ordinary course of business. As of Nov. 11, 2014, the retainer balance was $29,565. The firm has received no other payments from the Debtor or any other party related to this case. The firm was not a creditor of the Debtor as of the Petition Date. The Debtor assures the Court that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. Herring Creek Acquisition Co., LLC, filed a Chapter 11 bankruptcy petition (Bankr. D. Mass. Case No. 14-15309) in Boston on Nov. 12, 2014, without stating a reason. The Debtor estimated $10 million to $50 million in assets and debt. The case is assigned to Judge William C. Hillman. Donald Ethan Jeffery, Esq., at Murphy & King, in Boston, serves as counsel to the Debtor. HOMER CITY GENERATION: Moody's Hikes Senior Secured Rating to Ba3 ----------------------------------------------------------------- Moody's upgraded Homer City Generation L.P.'s (Homer City or Project) senior secured rating to B3 from Caa1. The rating outlook is stable. Ratings Rationale Homer City's senior secured rating upgrade to B3 from Caa1 reflects the project's strong cash flow earned during the exceptionally cold 2013/2014 winter period that resulted in improved balance sheet liquidity even when considering 2014 summer earnings that were less than half of summer 2013. For example, Homer City's EBITDA for the first 3 months of 2014 exceeded its full year 2013 EBITDA by more than 50%. Moody's estimate that total cash after payment of the October 1st scheduled debt service payment approximated $108 million at October 1, 2014 as compared to $72 million at the same time in 2013 . The much stronger than expected liquidity provides greater financial resiliency against ongoing market risks and rapidly rising debt service through at least the expected completion of the flue gas desulfurization scrubbers (FGD) scheduled for March 17, 2016. The rating upgrade to B3 also considers GE Capital's substantial equity contribution to fund the FGD construction and the Project's ability to call its high cost debt at par per its indenture, once the FGD is complete. Moody's estimate GE Capital's equity contribution totals around $666 million as of September 2014, which is near the $700 to $750 million total originally estimated for the completion of the FGD scrubbers. While the expected completion date of the FGD scrubbers has been significantly delayed to March 2016, the expected completion date remains within its required environmental compliance deadlines. Once the FGD are complete, Moody's expect the project will utilize its call option to pay off its high cost, senior secured bonds at par and thus refinance its debt into a structure more commensurate with the project's volatile cash flows. The Project's large, scheduled debt amortization is a significant credit weaknesses that weighs down the project's credit quality. Other credit weaknesses at Homer City include high leverage, reliance on volatile merchant energy margins, mixed historical operating performance, and in the absence of the redemption of the bonds a DSCR that averages around 0.7x over the next 3 years under Moody's cases. Moody's expectation of below 1.0x DSCR on a prospective basis highlights the Project's need for balance sheet liquidity through at least FGD completion expected in March 2016. Certain limited project finance protections such as a lack of a cash flow waterfall, the senior secured bond's subordinated lien on receivables, and the unfunded status of the debt service reserve represent other credit weaknesses. Rating Outlook Homer City's stable outlook reflects improved market conditions and its improved liquidity that should allow it to withstand volatile market conditions through at least completion of its FGD. What Could Change the Rating -- UP Positive trends that could lead to an upgrade include the completion of the FGD for Units 1 & 2, implementation of a materially stronger energy hedging program, and the Project's ability to sustain DSCR in excess of 1.3 times and FFO/Debt of 6%. What Could Change the Rating -- DOWN The rating could be downgraded if the Project does not complete the FGD by April 2016 or if the Project materially depletes its liquidity. The rating could also be negatively affected if GECC substantially sells off its interest in the Project. Homer City Generation is a special purpose company that owns a 1,884 MW coal-fired plant in Homer City, PA. Homer City Generation is indirectly owned by General Electric and Metlife. The principal methodology used in these ratings was Power Generation Projects published in December 2012. HUEY SHEN WU: Subject of Arrest Warrant Claims Discrimination ------------------------------------------------------------- Law360 reported that the former W.L. Gore & Associates Inc. scientist who is the subject of a rare Delaware Chancery Court arrest warrant in a case accusing him of misappropriating trade secrets surfaced in a filing in his personal bankruptcy, arguing that he is a victim of racial discrimination. According to the report, in a filing before the Delaware bankruptcy court opposing a motion for summary judgment that money owed W.L. Gore is not dischargeable, Huey Shen Wu said he can't properly defend himself because of the Chancery Court order that he be jailed until he surrenders his Taiwanese and U.S. passports, and asked the bankruptcy court to rescind the warrant. The bankruptcy case is In re: Wu, case number 1:13-bk-11111, in the U.S. Bankruptcy Court for the District of Delaware. The adversary case is W.L. Gore & Associates Inc. v. Wu, case number 1:13-ap-51651, in the same venue. The Chancery case is W.L. Gore & Associates Inc. v. Wu et al., case number 7946, in the Delaware Court of Chancery. HUKKSTER INC: Marc Lore Buys Co.'s Remnants at Bankruptcy Auction ----------------------------------------------------------------- Sara Randazzo, writing for The Wall Street Journal, reported that a bankruptcy judge in Manhattan approved the sale of Hukkster Inc.'s customer lists, website code and other remaining assets to Marc Lore's Jet for $65,000. According to the report, Jet initially offered just $30,000 for Hukkster's remnants, but demand at a recent auction drove up the price, Hukkster's trustee, Jil Mazer-Marino, said. The case is In re Hukkster Inc., 14-bk-12464, U.S. Bankruptcy Court, Southern District of New York (Manhattan). INDEX RECOVERY: U.S. Trustee Wants Plan Confirmation Withheld ------------------------------------------------------------- The U.S. Trustee for Region 2 asks the Bankruptcy Court to withhold the confirmation of the Plan of Reorganization proposed by Index Recovery Company, LP, unless or until the Debtor complies with Section 1930 of the Bankruptcy Code. The Court approved the Disclosure statement on Oct. 29, 2014, and scheduled the confirmation hearing for Dec. 2. The U.S. Trustee submits that the Debtor is delinquent in filing monthly operating reports. At the present time, reports are due for the months of September and October, 2014. The U.S. Trustee also notes that at confirmation, the Debtor will also be responsible for quarterly fees for the 4th quarter of 2014. On the basis of the scheduled disbursements to creditors and administrative claimants listed in the Plan, the U.S. Trustee estimates that the amount due at Plan confirmation for U.S. Trustee Quarterly Fees will be $20,325. The Chapter 11 Plan As reported in the Oct. 8, 2014 edition of the TCR, the Debtor, intends for the Plan to go effective as promptly as possible thereafter and to make an initial distribution to allowed nonsubordinated unsecured creditors equal to 100% of their allowed claims, and then to investors of not less than $15 million, which is approximately 43% of the redemption claim for each investor. The Fund will make an initial distribution as soon as possible after the effective date of the Plan. The Fund's General Partner may act as or appoint an independent party to act as plan administrator who will liquidate the Fund's remaining Assets to Cash and distribute that Cash to holders of Allowed Claims. The Fund's only material non-Cash Asset is its interest in and claims against the SPhinX Group, which is in liquidation in the Cayman Islands. All non-subordinated creditors will be paid in full under the Plan. The Fund is aware of approximately $160,000 in undisputed, non-subordinated unsecured claims and approximately $300,000 in non-subordinated, unliquidated, contingent and/or disputed unsecured claims. The Fund is not aware of any priority claims. After payment of or reservation of funds for nonsubordinated claims, the holders of allowed subordinated unsecured claims will receive a pro rata share of Cash available for distribution after liquidation of the Assets. The Assets are Cash and the Fund's remaining claims against and interests in the SPhinX Group. The Fund estimates that it will be able to make an initial distribution or reservation of approximately $465,000 on account of non-subordinated unsecured claims on the Effective Date, as well as a distribution or reservation of approximately $15 million of Cash on account of subordinated investor claims, also on the Effective Date of the Plan. The Fund estimates that the subordinated, unsecured redemption claims held by investors equals approximately $35 million. Therefore, the Fund estimates that investors will receive an initial distribution of approximately 43% of the value of their redemption claim (calculated as of December 31, 2005). Subsequent distributions will depend on the Fund's future recoveries from the SphinX Group. In November 2011, the joint official liquidators (the "JOLs") of the SPhinX Group estimated that investors such as the Fund should anticipate receiving total distributions from the SPhinX Group of between 39% and 56%. These distributions are based upon a net claim that the Fund has against SPhinX Group of $38,131,913.43. It should be noted that these estimates depend upon a number of assumptions made by the JOLs as of November 2011. The JOLs' recovery estimates predate the SPhinX Group making substantial additional recoveries (and incurring substantial additional costs) in the course of the SPhinX Group liquidation. Additionally, the SPhinX Group is continuing to liquidate certain of its assets, specifically claims against third party litigation targets. For purposes of this Disclosure Statement, the Fund uses the JOLs' estimates from November 2011. However, based upon the recoveries made to date, it is possible that the Fund's percentage recovery from the SPhinX Group may be materially higher than the low-end estimate provided by the JOLs in November 2011. Such further distributions may be as much as $5 million to $9 million, which would yield a total likely recovery on account of the Fund's limited partners' redemption claims of 51% to 62%. About Index Recovery Group Index Recovery Group, LP, a managed futures investor formerly known as SPhinX Managed Futures Index Fund, LP, sought Chapter 11 protection (Bankr. N.D.N.Y. Case No. 14-61434) in Utica, New York, on Sept. 2, 2014. The Debtor disclosed total assets of $13.76 million and total liabilities of $35.48 million. Judge Diane Davis presides over the case. The Debtor is represented by Jeffrey A. Dove, Esq., at Menter, Rudin & Trivelpiece, P.C. ISC8 INC: John Vong No Longer Serving as Chief Financial Officer ---------------------------------------------------------------- All positions within ISC8 Inc. held by Mr. John Vong, including chief financial officer, were eliminated and Mr. Vong ceased to be employed by the Company on Nov. 15, 2014, according to a regulatory filing with the U.S. Securities and Exchange Commission. Since the Petition Date, the Company disclosed that it has borrowed money on a super priority priming basis in the aggregate principal amount of $905,000 with interest at a rate of 12% per annum. Monthly Operating Report The Company filed its monthly operating report for the period ended Oct. 31, 2014. ISC8 disclosed $196,074 in total cash at the beginning of the month. The Company reported total receipts of $442,317 and total disbursements of $314,450. At Oct. 31, 2014, the Company had $323,941 ending cash balance. The Company separately filed an amended operating report for the period Sept. 24, 2014, to Sept. 30, 2014. At the beginning of the period, the Company had $0 in cash. The Company disclosed total receipts of $235,140 and total disbursements of $39,065 for the period. At Sept. 30, 2014, the Company had $196,074 in cash. Copies of the monthly operating reports are available at: http://is.gd/TjU2xR http://is.gd/nZEX6q About ISC8 Inc. ISC8 Inc. filed a Chapter 11 bankruptcy petition in the United States Bankruptcy Court for the Central District of California, Santa Ana division (Bankr. C.D. Cal. Case No. 14-15750) on Sept. 23, 2014. The petition was signed by Kirsten Bay as president and CEO. The Company continues to operate its business and manage its financial affairs as a debtor-in-possession, pursuant to Sections 1107(a) and 1108 of the United States Bankruptcy Code. The Debtor estimated assets of $1 million to $10 million and reported total liabilities of $14 million. Ezra Brutzkus Gubner LLP serves as the Debtor's counsel. The case is assigned to Judge Scott C. Clarkson. ITUS CORPORATION: Registers 30.2 Million Common Shares ------------------------------------------------------ ITUS Corporation filed with the U.S. Securities and Exchange Commission a Form S-1 registration statement to register 30,268,415 shares of common stock consisting of: (i) the resale of 2,520,000 shares of common stock issued to Adaptive Capital in connection with the Debt Conversion as described in further detail in the prospectus; (ii) the resale of 18,498,943 shares of common stock underlying the Company's Series A Preferred Stock issued to Adaptive Capital in connection with the Debt Conversion; and (iii) the resale of 9,249,472 shares of common stock issuable upon the exercise of Warrants which were issued to Adaptive Capital in the November Private Placement and previously registered on Registration Statement No. 333-193826, filed on Form S-3 and declared effective on May 8, 2014. The Company will not receive any proceeds from the resale of any of the shares of common stock being registered. However, the Company may receive proceeds from the exercise of the warrants exercised other than pursuant to any applicable cashless exercise provisions of the warrants. The Company's common stock is quoted on the OTCQB under the symbol "ITUS." On Dec. 2, 2014, the last reported sale price of the Company's common stock on the OTCQB was $0.15 per share. A full-text copy of the Form S-1 prospectus is available at: http://is.gd/p4aw1g About ITUS Corporation ITUS Corp. -- http://www.ITUScorp.com/-- develops and acquires patented technologies for the purposes of patent monetization and patent assertion. The company currently has 10 patent portfolios in the areas of Key Based Web Conferencing Encryption, Encrypted Cellular Communications, E-Paper(R) Electrophoretic Display, Nano Field Emission Display ("nFED"), Micro Electro Mechanical Systems Display ("MEMS"), Loyalty Conversion Systems, J-Channel Window Frame Construction, VPN Multicast Communications, Internet Telephonic Gateway, and Enhanced Auction Technologies. CopyTele incurred a net loss of $10.08 million for the year ended Oct. 31, 2013, a net loss of $4.25 million for the year ended Oct. 31, 2012, and a net loss of $7.37 million for the year ended Oct. 31, 2011. CopyTele changed its name to "ITUS Corporation" on Sept. 2, 2014, to reflect the Company's change in its business operations. JACKSONVILLE CARWASH: Case Summary & 6 Unsecured Creditors ---------------------------------------------------------- Debtor: Jacksonville Carwash, Inc. dba Diamond Car Wash & Lube 11571 Beach Blvd. Jacksonville, FL 32246 Case No.: 14-05925 Chapter 11 Petition Date: December 9, 2014 Court: United States Bankruptcy Court Middle District of Florida (Jacksonville) Debtor's Counsel: Jason A Burgess, Esq. THE LAW OFFICES OF JASON A. BURGESS, LLC 118 West Adams Street, Ste. 900 Jacksonville, FL 32202 Tel: 904-354-5065 Email: jason@jasonaburgess.com Total Assets: $713,164 Total Liabilities: $1.74 million The petition was signed by Mustafa Aburadaha, president. A list of the Debtor's six largest unsecured creditors is available for free at http://bankrupt.com/misc/flmb14-05925.pdf KINDRED HEALTHCARE: Moody's Confirms B1 Corporate Family Rating --------------------------------------------------------------- Moody's Investors Service confirmed the B1 Corporate Family Rating and B1-PD Probability of Default Rating of Kindred Healthcare, Inc. The confirmation of the ratings concludes the review of Kindred's ratings that was initiated on October 9, 2014 when the company announced that it had entered into a definitive agreement to acquire Gentiva Health Services, Inc. for $1.8 billion. Moody's also assigned a B2 rating to Kindred's proposed offering of an aggregate $1.35 billion of senior unsecured notes. The proceeds of the notes will be used, along with previously issued equity and a draw on the company's revolver, to fund the acquisitions of Gentiva and Centerre Healthcare Corporation. Moody's also upgraded the rating on Kindred's senior secured credit facilities to reflect the benefit of additional unsecured debt that would be expected to absorb losses in default ahead of the senior secured creditors. Finally, the rating on the company's existing senior notes was also upgraded, narrowing the notching between the instrument rating and the Corporate Family Rating as the senior unsecured class of debt now represents the preponderance of debt in the capital structure. The rating outlook is stable. "We believe that Kindred's efforts to maintain a moderate leverage profile, including the significant amount of equity issued, will allow a return to debt to EBITDA below 5.0 times within two years following the acquisition of Gentiva. The realization of synergies and the addition of a significant home health and hospice service presence will result in declining leverage through a combination of EBITDA growth and debt repayment," said Dean Diaz, a Moody's Senior Vice President. "The confirmation of the B1 CFR also reflects Moody's expectation that Kindred's enhanced scale and presence across the post acute care continuum will provide opportunities for meaningful synergies and enhanced marketing opportunities to patient referral sources," continued Diaz. Following is a summary of Moody's rating actions on Kindred Healthcare, Inc. Ratings confirmed: Corporate Family Rating at B1 Probability of Default Rating at B1-PD Ratings assigned: Senior unsecured notes at B2 (LGD 5) Ratings upgraded: Senior secured term loan to Ba2 (LGD 2) from B1 (LGD 3) Senior unsecured notes to B2 (LGD 5) from B3 (LGD 5) Rating affirmed: Speculative Grade Liquidity Rating at SGL-2 The rating outlook is stable. Ratings Rationale Kindred's B1 CFR reflects Moody's expectation that financial leverage will increase immediately following the acquisition of Gentiva but be reduced to below 5.0 times within two years of the close of the transaction. The rating also incorporates Moody's consideration of risks associated with a high reliance on the Medicare program as a source of revenue and the expectation that the company will pursue acquisitions to fill out service line offerings in certain targeted markets. However, the rating also reflects the scale as one of the largest post acute care service providers by revenue and sites of service as well as the diversity of the company following the acquisition with a significant presence across the post acute care continuum. These factors strengthen the company's market position and decrease the impact on operating results and cash flow from potential negative developments in reimbursement in any one of the company's segments. The stable rating outlook reflects Moody's expectation that Kindred can effectively integrate Gentiva and Centerre. The outlook also reflects Moody's expectation that Kindred will refrain from any other meaningful debt financed acquisitions or shareholder initiatives until debt to EBITDA is reduced to below 5.0 times. The SGL-2 Speculative Grade Liquidity Rating reflects Moody's expectation that Kindred will maintain good liquidity following the acquisition of Gentiva. Moody's expects operating cash flow will be sufficient to fund working capital, capital spending and other needs, including Kindred's regular dividend. While a portion of the revolver will be used to fund the acquisition, Moody's anticipates that the company will maintain sufficient access to external sources of liquidity and remain in compliance with required covenant levels over the next 12 to 18 months. Given the high leverage of the company immediately following the acquisition and the need to integrate Gentiva, an upgrade of the rating is unlikely in the near term. However, the rating could be upgraded if debt to EBITDA is expected to be reduced and sustained below 4.5 times as a result of continued growth, operational improvements and/or debt repayment. If the company is unable to reduce and sustain adjusted debt to EBITDA below 5.0 times or liquidity deteriorates, the rating could be downgraded. This could result if the company experiences any disruption in operations while integrating Gentiva and Centerre. This could also result from negative developments in Medicare reimbursement in any of the company's various subsectors. 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. Kindred Healthcare, Inc. is a leading provider of long term acute care, inpatient rehabilitation, home care, and hospice services. Revenues for the twelve months ended September 30, 2014 were approximately $5.1 billion. Following the acquisitions of Gentiva Healthcare, Inc. and Centerre Healthcare Corporation, revenue will exceed $7.2 billion. KINDRED HEALTHCARE: S&P Affirms 'B+' CCR; Outlook Stable -------------------------------------------------------- Standard & Poor's Ratings Services affirmed its 'B+' corporate credit rating on Kindred Healthcare Inc. The outlook is stable. At the same time, S&P assigned a 'B-' issue-level rating to the proposed $1.35 billion senior unsecured notes, to be issued in multiple tranches. The recovery rating on this debt is '6', indicating S&P's expectation for negligible (0% to 10%) recovery for unsecured lenders in the event of a payment default. S&P's 'B-' issue-level rating and '6' recovery rating on the company's existing senior unsecured notes are unchanged. The company will use proceeds of these unsecured notes to fund the acquisition of Gentiva for $1.8 billion and Centerre Healthcare Corp. for $195 million. S&P also placed the 'B+' issue-level rating on the company's secured term loan on CreditWatch with positive implications. "The acquisition of Gentiva incrementally strengthens Kindred's scale, product diversity, market position, and competitive advantage, as Kindred now offers services across the full continuum of post-acute care," said Standard & Poor's credit analyst David Kaplan. Kindred's scale and diverse presence in several business lines is a material strength relative to other post-acute service providers that S&P rates. Business risk however remains constrained by the company's significant exposure to reimbursement risk from government payers across post-acute service lines, which is increasing incrementally with this transaction. The business risk assessment for Kindred is unchanged at "weak". S&P estimates pro forma adjusted net leverage for 2015 will increase to about 5.6x, compared with last-12-months leverage of 4.6x as of Sept. 30, 2014, and S&P assess the financial risk profile as "aggressive". The financial risk assessment reflects S&P's expectation that 2015 adjusted leverage, which is high for the assessment at over 5x, will decline to around 5.1x for 2016, and generally remain in the 4x to 5x range over time. This is supported by management's commitment to deleveraging, the issuance of substantial equity to fund this transaction (including mandatory convertible securities that have certain equity-like characteristics), and a historical track record of maintaining leverage below 5x. The business risk is characterized by substantial scale (with 2014 revenues for the combined company of about $7.2 billion) and good diversification across the continuum of post-acute care services. Pro forma for the acquisition, the company's business lines will include long-term acute care hospitals (33% of revenues), nursing homes (15%), inpatient rehabilitation hospitals (8%), contract rehabilitation services (14%), home health (18%), and hospice services (10%). Pro forma for the acquisition S&P estimates government reimbursement will account for around 60% of total revenues, compared to 50% for Kindred prior to the acquisition. S&P's stable outlook incorporates its expectation that the company will gradually reduce debt leverage over the next two years and that the company will navigate through reimbursement changes with only modest revenue and margin pressure. S&P could lower its rating if the trajectory of deleveraging slows, leading S&P to conclude that leverage will be sustained materially above 5x beyond 2016, or if Kindred stops generating free cash flow. This could occur if adjusted EBITDA margins fall about 100 basis points below S&P's expectation. S&P believes a number of factors could contribute to such a scenario, including a combination of weak patient volume, a cut in third-party payments, and/or a spike in operating costs. Although S&P don't expect to raise the rating in the next two years, it could do so if Kindred reduces debt leverage below 4x and S&P believed it would remain there. This would require that reimbursement headwinds subside and adjusted EBITDA increase by about 40% from 2015 levels. LAKELAND INDUSTRIES: Unit Amends Existing HSBC Facility ------------------------------------------------------- Lakeland Industries Europe, Ltd., a wholly-owned subsidiary of Lakeland Industries, Inc., amended the terms of its existing financing facility with HSBC Invoice Finance (UK) Ltd. on Dec. 3, 2014. The Loan Amendment provides for: (i) a one-year extension of the maturity date of the existing financing facility to Dec. 3, 2015; (ii) an increase in the facility limit from GBP1,250,000 (approximately USD $2.0 million) to GBP1,500,000 (approximately USD $2,350,000); and (iii) a decrease in the annual interest rate margin from 3.46% to 3.0%. In addition, pursuant to a letter agreement, dated Dec. 5, 2014, the Company agreed that GBP400,000 (approximately USD $623,000) of the note payable by the Borrower to the Company will be subordinated in priority of payment to the Borrower's obligations under the financing facility. About Lakeland Industries Ronkonkoma, N.Y.-based Lakeland Industries, Inc., manufactures and sells a comprehensive line of safety garments and accessories for the industrial protective clothing market. The Company reported a net loss of $26.3 million on $95.1 million of net sales for the year ended Jan. 31, 2013, as compared with a net loss of $376,825 on $96.3 million of sales for the year ended Jan. 31, 2012. The Company's balance sheet at July 31, 2014, showed $87.9 million in total assets, $40.9 million in total liabilities and $46.9 million in total stockholders' equity. In its report on the consolidated financial statements for the year ended Jan. 31, 2013, Warren Averett, LLC, in Birmingham, Alabama, expressed substantial doubt about Lakeland Industries' ability to continue as a going concern. The independent accounting firm that Company is in default on certain covenants of its loan agreements at Jan. 31, 2013. LEHMAN BROTHERS: Judge Won't Issue Quick Estimate on RMBS Claims ---------------------------------------------------------------- Joseph Checkler, writing for Daily Bankruptcy Review, reported that U.S. Bankruptcy Judge Shelley Chapman in New York refused to estimate mortgage claims at $12.14 billion against Lehman Brothers, a blow to the financial institutions that hold those claims. However, Judge Chapman's decision isn't fatal for the trustees representing those institutions, which include units of U.S. Bancorp, Wilmington Trust and Deutsche Bank AG, the Journal said. The trustees are instead trying another route: getting Judge Chapman to increase the amount of money set aside for their claims to $12.14 billion, more than double the $5 billion that has already been set aside, the report related. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition disclosed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC sought for bankruptcy protection in December 2009. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's investment banker. On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI. The Bankruptcy Court approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. Lehman emerged from bankruptcy protection on March 6, 2012, more than three years after it filed the largest bankruptcy in U.S. history. The Chapter 11 plan for the Lehman companies other than the broker was confirmed in December 2011. Lehman made its first payment of $22.5 billion to creditors in April 2012 and a second payment of $10.2 billion on Oct. 1. A third distribution is set for around March 30, 2013. The brokerage is yet to make a first distribution to non-customers. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. LIBERTY TOWERS: Sec. 341 Meeting Adjourned to Dec. 8 ---------------------------------------------------- The Sec. 341 meeting of creditors in the bankruptcy case of Liberty Towers Realty LLC was adjourned to Dec. 8, 2014. It was supposed to be held before the U.S. Trustee Marylou Martin at 271- C Cadman Plaza East, Rm. 2579-2nd Floor, Brooklyn, New York 11201- 1800. About Liberty Towers Liberty Towers Realty LLC sought bankruptcy protection in Brooklyn, New York (Bankr. E.D.N.Y. Case No. 14-45187) on Oct. 15, 2014, just three years after the dismissal of its previous Chapter 11 case. The petition was signed by Toby Luria as member. The Debtor estimated assets and debts of $10 million to $50 million. The Carlebach Law Group serves as the Debtor's counsel. Liberty Towers' case was initially assigned to Judge Carla E. Craig but has been reassigned to Judge Elizabeth S. Stong due to Liberty's previous bankruptcy case (Case 11-42589). The previous case was dismissed July 27, 2011. Related entity Liberty Towers Realty I, LLC, also sought bankruptcy protection (Case No. 14-45189) on Oct. 15. LOUIS J DOMIANO: Dismissal of Suits Against Penn Bank Affirmed -------------------------------------------------------------- The Superior Court of Pennsylvania affirmed the dismissal of complaints filed by Louis J. and Debra Domiano against Penn Security Bank. The case is a consolidated appeal by the Domianos from orders sustaining demurrers and dismissing their complaints in two breach of contract/quasi-contract actions that were filed in actions instituted in two different counties. The actions are identical except for the real estate collateral located in the respective counties. The Domianos were "debtors" in a Chapter 11 bankruptcy proceeding filed in the United States Bankruptcy Court for the Middle District of Pennsylvania. On June 15, 2010, the Bankruptcy Court approved a settlement agreement between the Domianos and the Bank, successor by merger to Old Forge Bank. By its terms, the settlement agreement imposed several conditions upon the Domianos before any performance would be required of the Bank. The Domianos were to provide a written commitment of financing sufficient to satisfy the remainder of their obligation to the Bank within 60 days of the date of the settlement agreement. In addition, within 120 days, the Domianos were obligated to pay $145,000 to the Bank. The Domianos filed the instant complaints in contract and quasi- contract against the Bank for breach of the settlement agreement. They alleged that they complied with "all material aspects of the agreement and delivered a mortgage commitment letter to the Defendant." The trial court in Monroe County subsequently sustained the Bank's demurrer and dismissed the Domianos' complaint. The Lackawanna County court sustained the demurrer, concluding that the claims, causes of action, and identities of the parties and their capacities were identical to those in the Monroe County action, and that the prior decision constituted res judicata. The judges in the Superior Court opined that they find no error or abuse of discretion on the part of the Monroe County trial court in sustaining the demurrer and dismissing the complaint with prejudice. The Domianos do not challenge on appeal the res judicata effect afforded that decision by the Lackawanna Court of Common Pleas in the action pending before it, and hence, the Superior Court affirms that order as well. The appellate cases are Domiano v. Penn Security Bank, Case Nos. 628 EDA 2013 and 643 MDA 2013, in the Superior Court of Pennsylvania. A full-text copy of the November 24, 2014 Decision is available at http://bit.ly/1s3ROdVfrom Leagle.com. Louis J. Domiano, Jr., and his wife, Debra Domiano, a/k/a, Ann D. Domiano, commenced Chapter 11 proceedings (Bankr. M.D. Pa. Case No. 08-51563) on June 2, 2008. MARION ENERGY: TCS and Castlelake Seek Dismissal of Case -------------------------------------------------------- TCS II Funding Solutions, LLC, and Castlelake, L.P., ask the Bankruptcy Court to dismiss the Chapter 11 case of Marion Energy, Inc., because the filing is in bad faith. In the alternative, TCS requests that the Court grant it relief from the automatic stay pursuant to Section 362(d) of the Bankruptcy Code to enforce all of its rights and remedies against Marion. Mark Hindley, Esq., of Stoel Rivers LLP, representing TCS, states that the Bankruptcy Court should dismiss this case as a "bad faith" bankruptcy filing for two reasons: (i) the case satisfies all applicable elements of the controlling Tenth Circuit test for a bad faith bankruptcy filing; and (ii) the filing and Marion's DIP Financing Motion abuse the bankruptcy process by promulgating what is effectively a sub rosa plan to force TCS to bear a speculative risk for the benefit of Marion's owners, a risk that its largest shareholder is unwilling to take. According to Mr. Hindley, these same circumstances constitute cause for the Bankruptcy Court to grant TCS relief from stay if for any reason the case is not dismissed. TCS's attorneys can be reached at: STOEL RIVES LLP Mark E. Hindley, Esq. Bria L. Mertens, Esq. Suite 1100, One Utah Center 201 South Main Street Salt Lake City, Utah 84111 Tel: (801) 328-3131 Fax: (801) 578-6999 E-mail: mark.hindley@stoel.com bria.mertens@stoel.com Objections to Dismissal The Debtor says it filed the case in good faith and dismissal should be denied. Marion Energy Limited (MEL), the Debtor's shareholder and largest creditor, also opposes dismissal. J. Thomas Beckett, Esq., of Parsons Behle & Latimer, representing the Debtors, notes that TCS tries to paint the Debtor's petition for relief as a bad faith filing under prevailing Tenth Circuit law. This Chapter 11 case is it like any of the cases that TCS cites as examples of bad faith. Mr. Beckett notes that the Debtor has ongoing business operations, employees, multiple assets, a significant going-concern value to preserve, and a demonstrably legitimate need for the "breathing space" of chapter 11 protections. There is no allegation of prepetition fraud, fraudulent transfers, or multiple court forum shopping, he points out. Mr. Beckett submits that TCS is also way off mark when it argues that the Debtor is pursuing a sub rosa plan. The Debtor notes that all it as done so far is file a petition for relief and a motion authorizing DIP financing. The Debtor, according to Mr. Beckett, has certainly done nothing to predetermine any terms of any sale, refinance, treatment of claims, restructuring, or plan confirmation. As the creditor holding what is by far the largest claim against the Debtor, in excess of $134 million according to the Debtor's bankruptcy schedules, MEL says dismissal of the bankruptcy case or relief from stay in favor of TSC at this early stage would be highly detrimental to MEL and its interests and would not be in the best interest of the Debtor's creditors generally. About Marion Energy Marion Energy Inc. is a Texas corporation engaged in exploration and production of natural gas in the State of Utah. Marion's core operation is a producing gas field located in Carbon and Emery Counties, Utah (the "Clear Creek Field"). The company also holds smaller, currently unproductive acreage positions in the Helper and Roan Cliffs area near Helper, Utah (the "Helper Field"). Its parent is Australia-based Marion Energy Limited (ASX:MAE). Marion Energy Limited -- http://www.marionenergy.com.au/--is principally engaged in investment in oil and gas projects and the identification and assessment of new opportunities in the oil and gas industry in Texas, Utah and Oklahoma in the United States of America. Marion Energy Inc. sought Chapter 11 bankruptcy protection (Bankr. D. Utah Case No. 14-31632) in Salt Lake City, Utah on Oct. 31, 2014. The Debtor estimated assets and debt of $100 million to $500 million. The Debtor has tapped Parsons Behle & Latimer as attorneys. MARION ENERGY: Replies to TCS' Objection to DIP Financing --------------------------------------------------------- Marion Energy Inc. has filed a reply to the objection of TCS II Funding Solutions, LLC and Castlelake, L.P., to its request to access DIP Financing. The Debtor states that it has met its burden under section 364(d) for the Court to approve the DIP Loan. The Debtor, given its assets and the time constraints, is demonstrably unable to obtain credit from another lender on more favorable terms. TCS is adequately protected by an equity cushion of more than $100 million, a fact that TCS stipulated to at the November 5, 2014 hearing. The Debtor is seeking approval from the U.S. Bankruptcy Court for the District of Utah to obtain debtor-in-possession financing of up to $4,200,000 from KM Custodians Pty Ltd. The Debtor says the DIP Loan is necessary to enable the Debtor to continue operations and to administer and preserve the value of its estate as a going concern. In general terms, the proceeds of the DIP Loan are to be used as follows: (i) to pay fees, costs and expenses of the DIP Lender, including payment of Lender's reasonable attorney's fees and other out of pocket expenses; (ii) to pay postpetition operating expenses of the Debtor incurred in the ordinary course of business; (iii) to pay costs and expenses of administration of the chapter 11 case, including payment of approved professional fees, including attorney fees; and (iv) to pay other amounts as specified in the budget. The Debtor will grant the DIP Lender a perfected first-priority security interest in all of its assets to secure the DIP Loan, and will grant the DIP Lender a superpriority administrative claim. About Marion Energy Marion Energy Inc. is a Texas corporation engaged in exploration and production of natural gas in the State of Utah. Marion's core operation is a producing gas field located in Carbon and Emery Counties, Utah (the "Clear Creek Field"). The company also holds smaller, currently unproductive acreage positions in the Helper and Roan Cliffs area near Helper, Utah (the "Helper Field"). Its parent is Australia-based Marion Energy Limited (ASX:MAE). Marion Energy Limited -- http://www.marionenergy.com.au/--is principally engaged in investment in oil and gas projects and the identification and assessment of new opportunities in the oil and gas industry in Texas, Utah and Oklahoma in the United States of America. Marion Energy Inc. sought Chapter 11 bankruptcy protection (Bankr. D. Utah Case No. 14-31632) in Salt Lake City, Utah on Oct. 31, 2014. The Debtor estimated assets and debt of $100 million to $500 million. The Debtor has tapped Parsons Behle & Latimer as attorneys. MEDIACOM BROADBAND: S&P Retains 'BB' CCR Over $40MM Debt Add-On --------------------------------------------------------------- Standard & Poor's Ratings Services announced that all of its ratings on Mediacom group are unaffected by the $40 million add-on to the existing $216 million senior secured revolving credit facility due 2019 at Mediacom Broadband Group. The issue level rating on the revolver remains 'BB' while the recovery rating remains '2', indicating S&P's expectation for substantial (70% to 90%) recovery for lenders in the event of payment default. Borrowers under the revolving credit facility include subsidiaries of Mediacom Broadband LLC, a subsidiary of Mediacom Park, N.Y.- based cable-TV operator Mediacom Communications Corp. All other ratings on Mediacom, including the 'BB-' corporate credit rating on parent Mediacom Communications Corp., are unaffected. RATING LIST RATINGS UNCHANGED Mediacom Communications Corp. Corporate Credit Rating BB-/Stable/-- MCC Iowa LLC MCC Illinois LLC MCC Georgia LLC MCC Missouri LLC $256 mil. revolver due 2019 Senior Secured BB Recovery Rating 2 MEGA RV: Exclusive Period Hearing Moved to January 12 ----------------------------------------------------- MEGA RV Corp., dba McMahon's RV, and Official Committee of Unsecured Creditors agreed to continue the hearing to consider the Debtor's request to extend its exclusive periods to file a Chapter 11 plan and solicit acceptances of that plan on Jan. 12, 2015, at 2:00 p.m., at Courtroom 6C, 411 West Fourth Street in Santa Ana, California. As reported in the Troubled Company Reporter on Oct. 28, 2014, the Debtor requested that the Court extend its exclusive period to file a plan of reorganization until Jan. 11, 2015, and the period to solicit acceptances for that plan until March 12. In seeking the extension, the Debtor explains that it is marketing its assets for sale, while simultaneously conducting settlement negotiations with its secured lender, GE Distribution Finance Corporation. The Debtor and GE were set for mediation on Oct. 13 to 14, 2014 before Judge Goldberg (ret.). The Debtor said it was hopeful the mediation would result in a settlement. However, if the mediation is not successful, the Debtor said it is preparing to litigate its claims against GE in an adversary proceeding before the Court or other forum. Until the contingencies are resolved, the Debtor is unable to propose a plan of liquidation at this time. About Mega RV Corp. Mega RV Corp. filed a Chapter 11 bankruptcy petition (Bankr. C.D. Cal. Case No. 14-13770) on June 15, 2014. Brent McMahon signed the petition as president. The Debtor estimated assets and liabilities of at least $10 million. Goe & Forsythe, LLP, serves as the Debtor's counsel. Judge Mark S Wallace presides over the case. The U.S. Trustee for Region 16 on July 3 appointed three creditors of Mega RV Corp. to serve on the official committee of unsecured creditors. Greenberg Glusker Fields Claman & Machtinger LLP represents the Committee as its general bankruptcy counsel. The Debtor estimated both assets and liabilities between $10 million and $50 million. MEGA RV: Seeks to Employ John Belcher as Litigation Counsel ----------------------------------------------------------- MEGA RV Corp., dba McMahon's RV, asks the Hon. Mark Wallace of the U.S. Bankruptcy Court for the Central District of California for authority to employ Law Offices of John A. Belcher as its special litigation counsel to prosecute the New Motor Vehicle Board Appeals and the Roadtrek State Court Action but not the Mike Thompson Recreational Vehicles State Court Action. According to the Debtor, prior to filing for bankruptcy, with the firm acting as counsel, Debtor was litigating multiple actions which are currently pending. a) Roadtrek Motorhomes, Inc. v. New Motor Vehicle Board, et al., (consolidated appeal and cross-appeal); California Court of Appeal Nos. G049534 and G049781; (appeal from Orange County Superior Court Case No. 30-2013-00624042-CU- PT-CJC) (NMVB Appeals); b) Mega RV Corp., v. Mike Thompson Recreational Vehicles; Los Angeles Superior Court Case No. BC470674 (MTRV State Court Action); and c) Roadtrek Motorhomes, Inc. v. Mega RV; Orange County Superior Court Case No. CV 09-9466 JAK (MLGx) (Roadtrek State Court Action). According to the Debtor, the pending actions arise out of the loss of Mega RV's exclusive franchise agreement with Roadtrek Motorhomes Inc. Mega RV was an exclusive dealer for the motorhomes manufactured by Roadtrek. Mega RV's exclusive territory covered essentially all of the greater Los Angeles area. Roadtrek, however, purported to terminate its exclusive franchise with Mega RV. Roadtrek purported to grant a franchise to Mega RV's competitor, Mike Thompson Recreational Vehicles which operated within Mega RV's exclusive territory. Concurrently with the proceedings before the NMVB, Roadtrek filed the Roadtrek State Court Action. Mega RV filed a Counterclaim, the Debtor notes. The Debtor relates that, based on the complex issues and to maximize recovery, it has determined it beneficial to the bankruptcy estate to retain special counsel to prosecute the three pending actions. The Debtor says the NMVB Appeals -- consolidated actions -- will be handled by the firm for a fixed sum of $25,000, plus costs. This fee will be paid to the firm only in the event of any recovery of cash or other compensation in the Roadtrek State Court Action. If there is no recovery from the Roadtrek State Court Action, the $25,000 plus costs does not have to be paid by Mega RV or the estate. The Debtor assures the Court that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. About Mega RV Corp. Mega RV Corp. filed a Chapter 11 bankruptcy petition (Bankr. C.D. Cal. Case No. 14-13770) on June 15, 2014. Brent McMahon signed the petition as president. The Debtor estimated assets and liabilities of at least $10 million. Goe & Forsythe, LLP, serves as the Debtor's counsel. Judge Mark S Wallace presides over the case. The U.S. Trustee for Region 16 on July 3 appointed three creditors of Mega RV Corp. to serve on the official committee of unsecured creditors. Greenberg Glusker Fields Claman & Machtinger LLP represents the Committee as its general bankruptcy counsel. The Debtor estimated both assets and liabilities between $10 million and $50 million. MIG LLC: Wins Court Okay to Hire Evercore as Financial Advisor -------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized MIG LLC and its debtor-affiliates to employ Evercore Group LLC their as their investment banker and financial advisor. The firm will: i) review and analyze the Debtors' business, operations and financial projections; ii) advise and assist the Debtors in a restructuring, financing and sale, if the Debtors determine to undertake such a transaction; iii) provide financial advice in developing and implementing a restructuring, which would include: a) assisting the Debtors in developing a restructuring plan, including a chapter 11 plan of reorganization; b) advising the Debtors on tactics and strategies for negotiating with various stakeholders regarding the plan; c) providing testimony, as necessary, with respect to matters on which Evercore has been engaged to advise the Debtors in their Chapter 11 Cases; and d) providing the Debtors with other financial restructuring advice as Evercore and the Debtors may deem appropriate. iv) if the Debtors pursue a Financing, assist the Debtors in: a) structuring and effecting a Financing; b) identifying potential investors and, at the Debtors' request, contacting such investors; and, c) working with the Debtors in negotiating with potential investors. v) if the Debtors pursue a sale, assist the Debtors in: a) structuring and effecting a Sale; b) identifying interested parties and potential acquirors and, at the Debtors' request, contacting such interested parties and potential acquirors; and, c) advising the Debtors in connection with negotiations with potential interested parties and acquirors and aiding in the consummation of a Sale. The firm will be paid in this manner: a) Retainer: An initial retainer in the amount of $2,000,000, payable on the execution and approval of the application by the Court; provided that the retainer will be creditable, without duplication and only to the extent previously paid (i) first, against any Monthly Fee and any Expenses payable under the Engagement letter, and (ii) second, if any portion of the Retainer is not credited under clause (i) above, against any Transaction Fee and/or Financing Fee payable under the Engagement Letter. Following the conclusion of Evercore's engagement, any portion of the Retainer that has not been credited as provided in clauses (i) and (ii) above, Evercore shall promptly remit such portion to the Debtors. b) Monthly Fee: A monthly fee payable in advance on October 1, 2014 and on each subsequent monthly anniversary thereof as follows: (i) $175,000 for each of the first six months beginning October 1, 2014, (ii) $145,000 for each of the seventh through twelfth months thereafter, and (iii) $115,000 for each month thereafter. c) Transaction Fee: A fee, payable upon the consummation of any Restructuring or Sale, of $1,000,000 plus 3.0% of the Net Distributable Value in excess of $125 million. d) Financing Fee: If Evercore is requested to provide services related to any Financing, then Evercore shall be entitled to an additional fee as agreed upon by Evercore, the Debtors, and the Indenture Trustee, such fee to be commensurate with the fees paid to nationally recognized financial advisors for similar transactions in similar circumstances, which fee shall be embodied in a separate written document executed by the parties to the Engagement Letter. e) Expenses: In addition to any fees that may be payable to Evercore and, regardless of whether any transaction occurs, the Debtors shall promptly reimburse to Evercore (a) all reasonable expenses and (b) other documented reasonable fees and expenses, including expenses of counsel. f) Other Fees: If Evercore provides services to the Debtors for which a fee is not provided in the Engagement Letter, such services shall, except insofar as they are the subject of a separate agreement, be treated as falling within the scope of the Engagement Letter and, subject to Bankruptcy Court approval, the Debtors, in consultation with the Indenture Trustee, and Evercore will agree upon a fee for such services based upon good faith negotiations. g) Multiple Fees: If more than one fee becomes payable to Evercore in connection with a series of transactions, each such fee shall be paid to Evercore. h) Carve-Out: The Indenture Trustee, in its capacity as indenture trustee and collateral agent, at the direction of holders of a majority in aggregate principal amount of the Notes, agreed that, if the Debtors are for any reason unable to, or do not, pay any amounts due to Evercore, there shall be a "carve-out" from the collateral securing the Notes, in favor of Evercore, sufficient and in order to pay such fees, which fees shall be paid pari passu with the Trustee and Agents as described in the indenture and before payment of any amounts due on the Notes; provided, however, and for the avoidance of doubt, the Indenture Trustee in its individual capacity shall have no obligations to pay any of Evercore's fees and expenses. Stephen Goldstein, senior managing director of the firm, assured the Court that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. About MIG LLC Formerly operating under the name "Metromedia International Group, Inc.," MIG LLC -- http://www.migllc-group.com/-- owned and operated and sold dozens of companies in diverse industries, including entertainment, photo finishing, garden equipment and sporting goods, until the late 1990s. In 1997 and 1998, MIG consummated the sale of substantially all of its U.S.-based entertainment assets and began focusing on expanding into emerging communications and media businesses. By 2005, all of MIG's operating businesses were located in the Republic of Georgia and operated through its subsidiaries. MIG LLC and affiliate ITC Cellular, LLC, filed for Chapter 11 bankruptcy protection on June 30, 2014. The cases are currently jointly administered under Bankr. D. Del. Lead Case No. 14-11605. As of the bankruptcy filing, MIG's sole valuable asset, beyond its existing cash, is its indirect interest in Magticom Ltd. The cases are assigned to Judge Kevin Gross. MIG LLC disclosed $15,939,125 in assets and $253,713,467 in liabilities. Headquartered in Tbilisi, Georgia, Magticom is the leading mobile telephony operator in Georgia and is also the largest telephone operator in Georgia. Magticom serves 2.4 million subscribers with a network that covers 97% of the populated regions in Georgia. Magticom is owned by International Telcell Cellular, LLC, which is 46% owned by MIG unit ITC Cellular, 51% owned by Dr. George Jokhtaberidze, and 3% owned by Gemstone Management Ltd. Formerly known as MIG, Inc., MIG was a debtor in a previous case (Bankr. D. Del. Case NO. 09-12118). It obtained approval of its reorganization plan in November 2010. The Debtors have tapped Greenberg Traurig LLP as counsel, Fox Rothschild Inc. as financial advisor; Cousins Chipman and Brown, LLP as conflicts counsel; and Prime Clerk LLC as claims and notice agent and administrative advisor. The Debtors have retained Natalia Alexeeva as chief restructuring officer. A three-member panel has been appointed in these cases to serve as the official committee of unsecured creditors, consisting of Walter M. Grant, Paul N. Kiel, and Lawrence P. Klamon. MONTREAL MAINE: Plan Moratorium Period Extended to Jan. 12 ---------------------------------------------------------- The Hon. Louis H. Kornreich extended the "plan moratorium period" in Montreal, Maine & Atlantic Railway Ltd.'s Chapter 11 case until (a) Jan. 12, 2015; (b) 10 days after the trustee's filing of a notice of termination of the plan moratorium period; or (c) 30 days after the service of a notice of termination of the moratorium period in the case. Robert J. Keach, the trustee for the Debtor, said that on Sept. 23, 2014, he filed with the Court his Chapter 11 trustee's Report on CCAA Proceedings to alert the Court to recent filings in the Canadian Case. Among those filings is the motion for ninth order extending the stay period in which MMA Canada seeks an extension of stay period to Nov. 30, 2014. The Canadian Court granted the motion to extend stay period on Sept. 24, 2014, providing an extension until Nov. 24, 2014, to permit the filing of a plan in the Canadian Case. Given the importance of ensuring that the case and the Canadian Case proceed on similar tracks, the Trustee believes it is advisable that the U.S. Court extend the moratorium period to correspond with the extension of the Canadian Stay. About Montreal Maine Montreal, Maine & Atlantic Railway Ltd., the railway company that operated the train that derailed and exploded in July 2013, killing 47 people and destroying part of Lac-Megantic, Quebec, sought bankruptcy protection in U.S. Bankruptcy Court in Bangor, Maine (Case No. 13-10670) on Aug. 7, 2013, with the aim of selling its business. Its Canadian counterpart, Montreal, Maine & Atlantic Canada Co., meanwhile, filed for protection from creditors in Superior Court of Quebec in Montreal. Robert J. Keach, Esq., at Bernstein, Shur, Sawyer, and Nelson, P.A., has been named as chapter 11 trustee. His firm serves as his chapter 11 bankruptcy counsel, led by Michael A. Fagone, Esq., and D. Sam Anderson, Esq. Development Specialists, Inc., serves as the Chapter 11 trustee's financial advisor. Gordian Group, LLC, serves as the Chapter 11 Trustee's investment banker. U.S. Bankruptcy Judge Louis H. Kornreich has been assigned to the U.S. case. The Maine law firm of Verrill Dana served as counsel to MM&A. It now serves as counsel to the Chapter 11 Trustee. Justice Martin Castonguay oversees the case in Canada. The Canadian Transportation Agency suspended the carrier's operating certificate after the accident, due to insufficient liability coverage. The town of Lac-Megantic, Quebec, has sought financial aid to restore the gutted community and a civil complaint alleges a failure to take steps to prevent a derailment. In the Canadian case, Andrew Adessky at Richter Consulting has been appointed CCAA monitor. The CCAA Monitor is represented by Sylvain Vauclair at Woods LLP. MM&A Canada is represented by Patrice Benoit, Esq., at Gowling LaFleur Henderson LLP. The U.S. Trustee appointed a four-member official committee of derailment victims. The Official Committee is represented by: Richard P. Olson, Esq., at Perkins Olson; and Luc A. Despins, Esq., at Paul Hastings LLP. There's also an unofficial committee of wrongful death claimants consisting of representatives of the estates of the 46 victims. This group is represented by George W. Kurr, Jr., Esq., at Gross, Minsky & Mogul, P.A.; Daniel C. Cohn, Esq., at Murtha Cullina LLP; Peter J. Flowers, Esq., at Meyers & Flowers, LLC; Jason C. Webster, Esq., at The Webster Law Firm; and Mitchell A. Toups, Esq., at Weller, Green Toups & Terrell LLP. After the U.S. Trustee formed the Official Committee, the ad hoc committee filed papers asking the U.S. Court to have the official committee disbanded. The ad hoc group said it represents 46 victims of the disaster. On Jan. 23, 2014, the Debtors won authorization to sell substantially all of their assets to Railroad Acquisition Holdings LLC, an affiliate of New York-based Fortress Investment Group, for $15.7 million. The Bankruptcy Courts in the U.S. and Canada approved the sale. The Fortress unit is represented by Terence M. Hynes, Esq., and Jeffrey C. Steen, Esq., at Sidley Austin LLP. On Jan. 29, 2014, an ad hoc group of wrongful-death claimants submitted a plan, which would give 75% of the $25 million in available insurance to the families of those who died after an unattended train derailed in Lac-Megantic, Quebec, in July. The other 25% would be earmarked for claimants seeking compensation for property that was damaged when much of the town burned. Former U.S. Senator George Mitchell, a Democrat who represented Maine in the U.S. Senate from 1980 to 1995 and who is now chairman emeritus of law firm DLA Piper LLP, would administer the plan and lead the effort to wrap up MM&A's Chapter 11 bankruptcy. As reported by the Troubled Company Reporter on April 3, 2014, Judge Kornreich ruled that the unofficial committee of wrongful death claimants and its counsel have failed to comply with Rule 2019 of the Federal Rules of Bankruptcy Procedure, and as a result of that failure, the Unofficial Committee and its counsel will not be heard on any pending matter in the case. As reported by the TCR on April 11, 2014, Judge Kornreich rejected the disclosure statement for the Plan filed by the ad hoc group of wrongful-death claimants, holding that the Plan is flawed and unconfirmable. NATIONAL CINEMEDIA: JPMorgan Stake at 1.2% as of Nov. 28 -------------------------------------------------------- JPMorgan Chase & Co. disclosed in a regulatory filing with the U.S. Securities and Exchange Commission that as of Nov. 28, 2014, it beneficially owned 730,767 shares of common stock of National Cinemedia, Inc., representing 1.2 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/FlsWZO About National CineMedia National CineMedia, Inc., is the holding company of National CineMedia, LLC. NCM LLC operates the largest digital in-theatre network in North America, allowing NCM to distribute advertising, Fathom entertainment programming events and corporate events under long-term exhibitor services agreements with American Multi-Cinema Inc., a wholly owned subsidiary of AMC Entertainment Inc.; Regal Cinemas, Inc., a wholly owned subsidiary of Regal Entertainment Group; and Cinemark USA, Inc., a wholly owned subsidiary of Cinemark Holdings, Inc. NCM LLC also provides such services to certain third-party theater circuits under "network affiliate" agreements, which expire at various dates. As of October 1, 2009, the Company had $607,800,000 in total assets against $1,112,300,000 in total liabilities. * * * As reported by the TCR on March 24, 2011, Standard & Poor's Ratings Services raised its corporate credit ratings on Centennial, Colorado-based National CineMedia Inc. and operating subsidiary National CineMedia LLC (which S&P analyzes on a consolidated basis) to 'BB-' from 'B+'. "The 'BB-' corporate credit rating reflects S&P's expectation that NCM's EBITDA growth will enable the company to continue to de-lever over the intermediate term despite its aggressive dividend policy," said Standard & Poor's credit analyst Jeanne Shoesmith. NEW YORK CITY OPERA: Exclusive Filing Date Extended to Feb. 27 -------------------------------------------------------------- Law360 reported that U.S. Bankruptcy Judge Sean H. Lane in New York extended the period of exclusivity for New York City Opera to manage its bankruptcy until Feb. 27. According to the report, Judge Lane also said the City Opera's assets, including its potentially valuable name, will be subject to a public auction and ordered the debtor to file a motion detailing sale procedures by Dec. 18. As previously reported by The Troubled Company Reporter, citing Jennifer Smith and Sara Randazzo, writing for The Wall Street Journal, a group of investors is proposing to pay slightly more than $500,000 for the shuttered opera company's name as well as some other assets and liabilities. According to the report, citing Gerard Catalanello, an attorney for the group, the investors would pay $10,000, settle $500,000 in debts and assume some liabilities. About New York City Opera New York City Opera, Inc., sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 13-13240) on Oct. 3, 2013. Created 70 years ago, the company was once dubbed "the people's opera" by Mayor Fiorello LaGuardia, and was a breeding ground for young talent that included Beverly Sills and Placido Domingo. The Opera estimated between $1 million and $10 million in both assets and debt. The petition was signed by George Steel, general manager and artistic director. Kenneth A. Rosen, Esq., at Lowenstein Sandler LLP, serves as the opera's counsel. Ewenstein Young & Roth LLP serves as special counsel. NORBORD INC: Moody's Puts Ba2 CFR on Review for Downgrade --------------------------------------------------------- Moody's Investors Service placed the Ba2 corporate family rating (CFR), Ba2-PD probability of default rating (PDR) and the Ba2 senior secured notes of Norbord Inc.'s under review for possible downgrade. The review has been precipitated by the company's announcement that it has signed an agreement to merge with Ainsworth Lumber Co. Ltd (B1) in an all-share deal, which will initially weaken both leverage and interest coverage credit metrics. Norbord is the third largest and Ainsworth is the fifth largest oriented strandboard (OSB) producer in North America. On Review for Downgrade: Issuer: Norbord GP I Senior Secured Regular Bond/Debenture, Placed on Review for Downgrade, currently Ba2 Issuer: Norbord Inc. Probability of Default Rating, Placed on Review for Downgrade, currently Ba2-PD Corporate Family Rating, Placed on Review for Downgrade, currently Ba2 Senior Secured Regular Bond/Debenture, Placed on Review for Downgrade, currently Ba2 Outlook Actions: Issuer: Norbord GP I Outlook, Changed To Rating Under Review From Stable Issuer: Norbord Inc. Outlook, Changed To Rating Under Review From Stable Ratings Rationale Moody's review will focus on the anticipated operating and financial performance of Norbord, Ainsworth and the combined company, and will assess the size, pace and allocations of realizable cost synergies. Post-closing credit metrics will take into consideration the impact of Ainsworth's debt (CND$351 million as September 30, 2014), including the potential impact of any debt that may need to be refinanced. The review will also assess the integration process, liquidity and the ability to move funds between the two companies. Moody's review will also consider the pace of industry OSB supply growth and the recovery in the US housing market. The acquisition is expected to close in the first quarter of 2015 and is subject to shareholder approval and other customary closing conditions. The principal methodology used in these ratings was Global Paper and Forest Products Industry published in October 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. Headquartered in Toronto, Canada, Norbord is an international producer of panel boards, principally OSB. The company owns nine OSB facilities in North America, three plants in the U.K. (producing OSB, particle board and medium density fiberboard ) and one facility in Belgium (producing OSB). Ainsworth, headquartered in Vancouver, British Columbia, Canada, is a manufacturer and supplier of OSB. The company owns and operates four OSB manufacturing facilities in Canada. OASIS OUTSOURCING: S&P Assigns 'B' CCR Over Stone Point Deal ------------------------------------------------------------ Standard & Poor's Ratings Services assigned its 'B' corporate credit rating to West Palm Beach, Fla.-based Oasis Outsourcing Holdings Inc. The outlook is stable. At the same time, S&P assigned an issue-level rating of 'B' (the same level as the corporate credit rating) to Oasis' new $50 million senior secured revolving credit facility and $160 million senior secured first-lien term loan. The recovery rating is '3', reflecting S&P's expectation of meaningful (50%-70%) recovery for lenders in case of a payment default. S&P also assigned its 'CCC+' issue-level rating (two notches lower than the corporate credit rating) to the company's new $60 million senior secured second-lien term loan. The recovery rating on this term loan is '6', reflecting S&P's expectation of negligible (0- 10%) recovery for lenders in the case of a payment default. S&P's ratings on Oasis reflect its view that the company has a significant debt burden, aggressive financial policy, and narrow business focus in the highly competitive and fragmented HR outsourcing services industry. Pro forma for the transaction, leverage will be around 6x. The stable outlook reflects Standard & Poor's expectation that Oasis' credit ratios will improve modestly in 2015, as the company benefits from growth in its existing client base and leverages the increasing complexity of HR regulations (i.e., the Affordable Care Act) to win new clients in a highly underpenetrated industry. S&P expects leverage to reduce to the mid-5x range by the end of 2015 and liquidity to remain "adequate." PILGRIM'S PRIDE: S&P Affirms 'BB' CCR & Alters Outlook to Pos. ------------------------------------------------------------- Standard & Poor's Ratings Services affirmed its ratings on Pilgrim's Pride Corp. (PPC), including the corporate credit rating of 'BB', and revised the outlook to positive from stable. S&P also affirmed the issue and recovery ratings on the company's senior secured $700 million revolving credit facility due 2018 and senior unsecured $500 million 7.875% notes due 2018. S&P will withdraw the ratings on the senior unsecured notes if they are redeemed as anticipated by Dec. 15, 2014. S&P estimates PPC may still have nominal reported debt outstanding after it redeems its notes. "The outlook revision to positive reflects our belief that ongoing operating cost reductions and improved pricing practices have reduced the company's earnings volatility, which should allow it to perform better during weaker earnings cycles," said Standard & Poor's credit analyst Chris Johnson. "We believe the company will sustain its improved EBITDA into 2015 given the still favorable outlook for the U.S. poultry industry, which is benefiting from a combination of low feed costs, a low risk of overproduction in the near term, and higher aggregate beef and pork prices that support demand substitution to poultry offerings." The positive outlook reflects the possibility of a higher rating if PPC sustains its improved operating performances and the ratings on parent company JBS S.A. are raised. This could occur if PPC maintains an EBTIDA margin of more than 10% over the next 12 to 18 months while it maintains a debt to EBITDA ratio below 3x and funds from operations to debt of more than 30%. In addition, the company's current "strategically important" subsidiary status of JBS remains unchanged, and JBS' strong operating and free cash flow generation continues while it assumes a more conservative approach to debt-financed acquisitions. PINNACLE FOODS: S&Ps Raises CCR to 'BB-' on Debt Reduction ---------------------------------------------------------- Standard & Poor's Ratings Services raised its corporate credit rating on Parsippany, N.J.-based Pinnacle Foods Inc. to 'BB-' from 'B+.' Concurrently, S&P raised the senior secured issue level- ratings one notch to 'BB+' from 'BB'. The recovery ratings remain '1', indicating S&P's expectations for very high (90% to 100%) recovery in the event of a payment default. S&P also raised the issue-level ratings on the company's senior unsecured notes to 'B' from 'B-'. The recovery ratings remain '6', indicating S&P's expectations for negligible (0% to 10%) recovery in the event of a payment default. The outlook is stable. "The upgrade reflects Pinnacle's continued debt reduction and our belief that its financial policy will be less aggressive given that the company is no longer majority owned by a financial sponsor," said Standard & Poor's credit analyst Bea Chiem. S&P estimates as of Sept. 28, 2014, Pinnacle had roughly $2.4 billion in lease- and pension-adjusted debt outstanding. PITTSBURG RDA: Fitch Raises $109.7MM 2004A Bonds Rating 'BB+' ------------------------------------------------------------- Fitch Ratings has upgraded the following ratings of the Successor Agency to the Redevelopment Agency of the City of Pittsburg, California's (the agency) tax allocation bonds (TABs): -- $109.7 million subordinate TABs series 2004A underlying rating to 'BB+' from 'BB'. -- $245.4 million subordinate TABs (taxable) series 2006B and subordinate refunding TABs series 2006C and 2008A to 'BB' from 'BB-'. The Rating Outlook is Stable. Security The TABs are payable from a subordinate lien on non-housing tax increment revenues, net of county administrative fees, and are payable per statute from former housing revenues on a subordinate basis to housing TABs. The TABs are additionally secured by cash- funded debt service reserve funds (DSRF) sized to the IRS maximum. A supplemental reserve is required per the terms of the 2004A bonds' letter of credit (LOC). Key Rating Drivers Successful Loc Renewal: The upgrades reflect the agency's renewal of its LOC, which expires this month, for one year with no related fee hikes. Although LOC renewal risks are ongoing, Fitch believes the project area's expanding tax base and improving debt service coverage will better position the agency to renew its LOC at current or increased costs moving forward. Low Coverage, Variable Risks: The low rating levels reflect weak debt service coverage and variable rate structural risks. Although tax increment revenues now fully cover maximum annual debt service (MADS) and seem poised for further growth, the project area's AV historically has exhibited high volatility, and has been subject to frequent appeals from its highly concentrated industrial taxpayers. Variable Tabs' High Cash Reserves: The 2004A variable rate TABs' positive one-notch distinction is due to their extremely strong DSRF levels, sized to $34.4 million (31% of 2004A par and 305% of MADS). Fitch believes these reserves provide bondholders with a material degree of additional protection against a hypothetically severe AV stress scenario. Growth Likely Despite Appeals: The project area enjoys good intermediate-term growth prospects due to the city's availability of vacant land, large-scale residential construction in progress, rising home values, and major infrastructure projects that could lead to auxiliary growth. However, a backlog of pending appeals could dampen growth over the near-term. Rating Sensitivities Tax Base Performance: The ratings may change, depending on the performance and sustainability of the project area's tax base. LOC Renewal Risks: The current rating level assumes the agency's expanding tax base will allow for continued renewal of its LOC at a reasonable cost that does not materially impair debt service coverage levels. An unexpected inability to do so could lead to a downgrade. Credit Profile Pittsburg is located in Contra Costa County and benefits from its location within the large and diverse San Francisco Bay Area employment market and the presence of several large industrial enterprises. Most local economic indicators are weak despite the city's geographic advantages. LOC Renewal The 2004A TABs are variable rate bonds with an LOC supported by State Street Bank and the California State Teachers' Retirement System (CalSTRS). Fitch was formerly concerned that failure to renew the LOC, which expires on December 29, at a reasonable cost could pressure already low debt service coverage on the variable rate TABs, in addition to the fixed rate TABs that are secured on a parity basis. On December 1 the RDA issued a continuing disclosure with notification that the LOC providers have agreed to extend for one year the LOC based on prior terms. PLUG POWER: Paul Middleton Named Chief Financial Officer -------------------------------------------------------- Paul B. Middleton had been appointed as the chief financial officer of Plug Power Inc. effective Dec. 1, 2014, according to a regulatory filing with the U.S. Securities and Exchange Commission. The Company granted Mr. Middleton: (1) an option award for the purchase of an aggregate of 250,000 shares of Common stock of the Company at an exercise price per share equal to the closing price of the Company's common stock on the NASDAQ Capital Market on Dec. 1, 2014; and (2) an award of 40,000 restricted stock units, each of which is the equivalent to one share of the Company's common stock. Each of the awards has a ten year term and is subject to a three year vesting schedule, with one third of the shares vesting on each of the first, second and third anniversary of Dec. 1, 2014. The Compensation Committee and the Board approved the awards on Dec. 1, 2014. In connection with the awards, the Company and Mr. Middleton will enter into the Company's customary form of Stock Option Award Agreement and Restricted Stock Award Agreement. About Plug Power Plug Power Inc. is a provider of alternative energy technology focused on the design, development, commercialization and manufacture of fuel cell systems for the industrial off-road (forklift or material handling) market. Plug Power reported a net loss attributable to common shareholders of $62.79 million in 2013, a net loss of $31.86 million in 2012 and a net loss of $27.45 million in 2011. The Company's balance sheet at Sept. 30, 2014, showed $211.80 million in total assets, $46.81 million in total liabilities, $1.15 million in redeemable preferred stock, and $163.84 million in total stockholders' equity. "Our cash requirements relate primarily to working capital needed to operate and grow our business, including funding operating expenses, growth in inventory to support both shipments of new units and servicing the installed base, funding the growth in our GenKey "turn-key" solution which also includes the installation of our customer's hydrogen infrastructure as well as delivery of the hydrogen molecule, and continued development and expansion of our products. Our ability to achieve profitability and meet future liquidity needs and capital requirements will depend upon numerous factors, including the timing and quantity of product orders and shipments; the timing and amount of our operating expenses; the timing and costs of working capital needs; the timing and costs of building a sales base; the timing and costs of developing marketing and distribution channels; the timing and costs of product service requirements; the timing and costs of hiring and training product staff; the extent to which our products gain market acceptance; the timing and costs of product development and introductions; the extent of our ongoing and any new research and development programs; and changes in our strategy or our planned activities. If we are unable to fund our operations, we may be required to delay, reduce and/or cease our operations and/or seek bankruptcy protection," the Company stated in its quarterly report for the period ended Sept. 30, 2014. QUALITY LEASE: Wins Nod to Pay $100K in Employee Bonuses -------------------------------------------------------- U.S. Bankruptcy Judge David R. Jones has authorized Quality Lease and Rental Holdings, LLC, to pay bonuses, above and beyond regular salary, to those employees who are critical and continue to work for the Debtors. The Debtors are authorized to pay employee retention bonuses up to an aggregate maximum amount of $100,000, at the discretion and direction of Debtors' Chief Restructuring Officer, pursuant to the terms, conditions, and eligibility standards established by the Debtors' management. According to the Debtors, they need to reassure certain employees, many of whom are actively seeking other work, that they will be paid if they remain as loyal employees. The Debtors' primary secured lender, Main Street Lenders, has consented to the use of cash collateral to pay the bonuses. The bonus would be paid at the discretion of the Debtors' chief restructuring officer and only after certain criteria has been satisfied. About Quality Lease and Rental Holdings Quality Lease and Rental Holdings, LLC, doing business as Rocaceia Energy Services, sought bankruptcy protection in Victoria, Texas (Bankr. S.D. Tex. Case No. 14-60074) on Oct. 1, 2014. Related entities Quality Lease Rental Service, LLC, Quality Lease Service, LLC, and Rocaceia, LLC also sought bankruptcy protection (Case Nos. 14-60075 to 14-60077). The cases are assigned to Judge David R Jones. The Debtors have tapped Walter J Cicack, Esq., at Hawash Meade Gaston Neese & Cicack LLP, in Houston, as counsel.? QUANTUM CORP: Amends Infringement Suit vs. Crossroads Systems ------------------------------------------------------------- Quantum Corp. has filed an amended complaint in its pending lawsuit against Crossroads Systems, Inc., for patent infringement in the U.S. District Court for the Northern District of California. According to a regulatory filing with the U.S. Securities and Exchange Commission, the Quantum lawsuit now accuses Crossroads of infringing two patents (U.S. Patent Nos. 6,766,412 and No. 5,940,849). The infringement claims involve products in Crossroads' StrongBox and SPHiNX product lines. The lawsuit follows Crossroads System's patent infringement claims filed against Quantum in February 2014 in the Western District of Texas. In its answer, Quantum has denied Crossroads' claims and asserted that they are invalid and that Quantum has not infringed. About Quantum Corp. Based in San Jose, California, Quantum Corp. (NYSE:QTM) -- http://www.quantum.com/-- is a storage company specializing in backup, recovery and archive. Quantum provides a comprehensive, integrated range of disk, tape, and software solutions supported by a world-class sales and service organization. Quantum Corporation incurred a net loss of $21.47 million on $553.16 million of total revenue for the year ended March 31, 2014, as compared with a net loss of $52.17 million on $587.43 million of total revenue for the year ended March 31, 2013. As of Sept. 30, 2014, the Company had $354.18 million in total assets, $440.38 million in total liabilities and a $86.20 million stockholders' deficit. QUINTILES TRANSNATIONAL: S&P Raises Corp. Credit Rating to 'BB+' ---------------------------------------------------------------- Standard & Poor's Ratings Services raised its corporate credit rating on Research Triangle, N.C.-based pharmaceutical contract services provider Quintiles Transnational Corp. to 'BB+' from 'BB'. The rating outlook is stable. At the same time, S&P assigned its 'BBB' issue-level rating and '1' recovery rating to Quintiles' new securitization facility, consisting of a $275 million term loan and $25 million revolver. This facility is secured by a first-priority lien on Quintiles' receivables, and is issued by Quintiles Receivables LLC. S&P is raising its issue-level rating on Quintiles' existing senior secured debt to 'BB+' from 'BB', reflecting the upgraded corporate credit rating; the '4' recovery rating on this debt is unchanged. "Our rating action is predicated on our increasing confidence in the company's financial policies, including our belief that Quintiles is unlikely to undertake significant share repurchases or make large, one-time dividend payments as a public, non- controlled company," said Standard & Poor's credit analyst Shannan Murphy. "Based on this expectation, we now expect leverage to average around 3x over time and funds from operations (FFO) to total debt in the mid- to high-20% range, consistent with a "significant" financial risk profile (which we revised from "aggressive"). While financial metrics have been in this range for some time, our improved view of financial risk incorporates our expectation that the company will be able to fund its growth objectives (including acquisitions) primarily from internally generated cash flow, and debt levels will remain stable over time. Net leverage is currently around 3x, but we believe Quintiles is likely to use some of its accumulated cash balance for acquisitions over time and will be a consolidator in the pharmaceutical contract research and services space. Moreover, the company has around $1.5 billion in incremental debt capacity for acquisitions at the current rating," S&P said. "We expect Quintiles to grow service revenues about 8% in 2015, reflecting about 6% organic revenue growth and the impact of recent acquisitions. This is broadly consistent with our growth expectations for the industry as a whole. We model flat EBITDA margins and about $400 million in free operating cash flow in 2015. We believe the company will use the majority of free cash flow for growth initiatives (including acquisitions), with return of capital to shareholders as a secondary objective. We do not expect to see further debt prepayment. Based on these expectations, we believe Quintiles will maintain leverage in the high-2x or low-3x range and will generate FFO to total debt in the mid-20% range," S&P added. S&P's stable outlook on Quintiles reflects its expectation that the company will maintain leverage around 3x over time. This incorporates S&P's belief that the company will continue to grow through acquisitions, as well as S&P's expectation that leverage may temporarily increase or decrease from this level because of the timing and magnitude of acquisitions. S&P could raise the rating if it gains more confidence in the company's financial policies and its willingness to commit to maintaining leverage under 3x. In S&P's base-case scenario, it assumes the company can support its existing growth strategy with internally generated cash flows. However, S&P believes the CRO industry continues to consolidate and Quintiles could be involved in large-scale acquisition activity to the extent that the right strategic target was available. S&P could lower the rating if leverage increases above 4x, most likely as a result of a very large debt-financed acquisition. Assuming a 10x multiple on acquired EBITDA, S&P believes there is about $1.5 billion in acquisition capacity at the current rating. RADIOSHACK CORP: To Hold Presentation About SCP Default Notice -------------------------------------------------------------- RadioShack Corporation previously disclosed receipt of a notice of default and acceleration, dated Dec. 1, 2014, under the Credit Agreement, dated as of Dec. 10, 2013, among the Company, certain of its subsidiaries, the lenders and Salus Capital Partners, LLC. The Company disagrees with the assertions contained in the Notice of Default that any event of default has occurred. Because the Company believes the alleged events of default do not exist, the Company also does not believe that the demand for the immediate payment of all obligations outstanding under the SCP Credit Agreement has any merit. The Company intends to use a presentation in discussions with analysts, investors, lenders, vendors and other interested parties regarding this notice and related matters. A copy of this presentation is available for free at http://is.gd/ZZVwWs About Radioshack Corporation RadioShack (NYSE: RSH) -- http://www.radioshackcorporation.com-- is a national retailer of innovative mobile technology products and services, as well as products related to personal and home technology and power supply needs. RadioShack's retail network includes more than 4,300 company-operated stores in the United States, 270 company-operated stores in Mexico, and approximately 1,000 dealer and other outlets worldwide. Radioshack reported a net loss of $400.2 million in 2013, a net loss of $139.4 million in 2012, and net income of $72.2 million in 2011. The Company's balance sheet at Aug. 2, 2014, showed $1.14 billion in total assets, $1.21 billion in total liabilities and a $63 million total shareholders' deficit. * * * As reported by the TCR on Sept. 15, 2014, Standard & Poor's Ratings Services lowered its corporate credit rating on Fort Worth, Texas-based RadioShack Corp. to 'CCC-' from 'CCC'. "The downgrade comes as the company announced it will seek capital, and that such a transaction could include a debt restructuring in addition to store closures and other measures," said Standard & Poor's credit analyst Charles Pinson-Rose. In the Sept. 16, 2014, edition of the TCR, the TCR reported that Fitch Ratings had downgraded the Long-term Issuer Default Rating (IDR) for RadioShack Corporation (RadioShack) to 'C' from 'CC'. The downgrade reflects the high likelihood that RadioShack will need to restructure its debt in the next couple of months. The TCR reported on March 13, 2014, that Moody's Investors Service downgraded RadioShack Corporation's corporate family rating to Caa2 from Caa1. "The continuing negative trend in RadioShack's sales and margins has resulted in a precipitous drop in profitability causing continued deterioration in credit metrics and liquidity," Mickey Chadha, Senior Analyst at Moody's said. RENAULT WHINERY: Has Interim Access to OceanFirst Cash Collateral ----------------------------------------------------------------- The Bankruptcy Court, in an interim order, authorized Renault Winery Inc., et al., to use of cash collateral from Nov. 13, 2014, to the final hearing on the motion. A final hearing on the Debtor's motion to use secured creditor's OceanFirst Bank's cash collateral will be held on Jan. 8, 2014, at 10:00 a.m. Objections, if any, are due Dec. 31, 2014. The Court also ordered that an additional interim hearing will be held on Dec. 15, at 10:00 a.m. OceanFirst Bank holds a mortgage foreclosure judgment against certain real estate owned by the Debtors which was entered on Aug. 1, 2014 in the amount of $7,886,257. As reported in the Troubled Company Reporter on Nov. 18, 2014, John P. Leon, Esq., at Subranni Zauber LLC, explained that the Operating Debtors require immediate access to cash collateral to ensure that they are able to continue the operation of their businesses. At the outset of this case the cash collateral is the Debtors' sole source of funding for their operations and the costs of administering the chapter 11 process. Absent authority to immediately use cash collateral, the Debtors, their creditors and the estates generally would suffer irreparable harm because the Operating Debtors would immediately cease operations, which, in turn, would cause a significant immediate deterioration in the value of the Debtors' assets and businesses. As adequate protection for any postpetition decrease in the value of the Bank's interests in the collateral, the Debtors propose to grant the lender: -- replacement liens on the postpetition accounts receivable of the Operating Debtors, without the necessity of the execution by any Debtor of security agreements, to the extent of any decrease in value of the Bank's interest in the prepetition collateral. -- pay $5,000 to the Bank each month as adequate protection payments. About Renault Winery Renault Winery, Inc., and its affiliates own and operate a hotel, two restaurants, a golf course, and a winery. The hotel is located in Egg Harbor City, N.J., and the other businesses are located on adjacent property in Galloway Township, N.J. Renault Winery has served South Jersey as a winery and restaurant facility for the past 150 years. Joseph Milza and his wife, Geraldine, took over the operations of Renault Winery in 1974. The companies that operate the businesses are Renault Winery Inc. (winery, restaurant and gift shop), Renault Golf LLC (golf course), and Tuscany House LLC (hotel, restaurant, and banquet facility). Renault Realty Co., Renault Winery Property LLC, and Renault Winery Inc., own the real estate on which the businesses operate, as well as other real estate in the immediate area. REVEL AC: Seeks Sale of Assets to Polo After Brookfield Backs Out ----------------------------------------------------------------- Kelsey Butler, writing for The Deal, reported that Revel AC Inc. has asked the bankruptcy court to approve the sale of its assets to backup bidder Polo North County Club Inc., which offered $95.4 million, after the winning bidder, Brookfield Property Partners LP, backed out of the deal. According to the report, a Brookfield representative has said in November that it wouldn't be moving forward with the $110 million sale because, according to sources, Brookfield was spooked by the situation involving ACR Energy Partners LLC, a joint venture between South Jersey Industries Inc. (SJI) and DCO Energy LLC whose power plant provides Revel, its only customer, with air conditioning, hot water and electricity. ACR's bondholders, owed $118 million, have refused to renegotiate debt related to the JV's plant, casting doubt on its future operation, the Deal noted. About Revel AC Revel AC, Inc. -- http://www.revelresorts.com/-- owns and operates Revel, a Las Vegas-style, beachfront entertainment resort and casino located on the Boardwalk in the south inlet of Atlantic City, New Jersey. Revel AC Inc. and five of its affiliates sought bankruptcy protection (Bankr. D.N.J. Lead Case No. 14-22654) on June 19, 2014, to pursue a quick sale of the assets. The Chapter 11 cases are assigned to Judge Gloria M. Burns. The Debtors' Chapter 11 cases are jointly consolidated for procedural purposes. Revel AC estimated assets ranging from $500 million to $1 billion, and the same amount of liabilities. White & Case, LLP, and Fox Rothschild, LLP, serve as the Debtors' Counsel, and Moelis & Company, LLC, is the investment banker. The Debtors' solicitation and claims agent is Alixpartners, LLP. The prepetition first lenders are represented by Cadwalader, Wickersham & Taft LLP. The prepetition second lien lenders are represented by Paul, Weiss, Rifkind, Wharton & Garrison LLP. The DIP agent is represented by Milbank, Tweed, Hadley & McCloy LLP. This is Revel AC's second trip to bankruptcy. The company first sought bankruptcy protection (Bankr. D.N.J. Lead Case No. 13- 16253) on March 25, 2013, with a prepackaged plan that reduced debt by $1.25 billion. Less than two months later on May 15, 2013, the 2013 Plan was confirmed and became effective on May 21, 2013. RIDGECREST REDEVELOPMENT: S&P Raises COPs Rating From 'BB+' ----------------------------------------------------------- Standard & Poor's Ratings Services raised its rating on the Ridgecrest Redevelopment Agency, Calif.'s certificates of participation (COPs), supported by Ridgecrest, to 'BBB-' from 'BB+'. The outlook is stable. "The rating action reflects our assessment of the fact that the city's fiscal 2013 no longer contains a 'going concern opinion', which was present in the 2012 audit," said Standard & Poor's credit analyst Lisa Schroeer. "It also reflects some improvement in the city's overall available fund balance, which improved to a negative 20% in 2013 from a negative 37% in 2012." The city's negative fund balance reflects a one-time repayment of a franchise fee to the wastewater system. However the rating is still limited by the large (worse than negative 5%) negative fund balance that S&P anticipates will continue through at least 2015. The COPs represent an interest in lease payments made by Ridgecrest, as lessee, for the use and possession of certain leased assets through a lease-leaseback structure, in which the city will make periodic, sufficient lease payments to amortize the COPs. The city also had an agreement with the city's former Redevelopment Agency to receive payments to help pay the COPs. While S&P understands the city receives tax increment revenue for these lease payments, it believes the pledge ultimately reflects the city's pledge to budget and appropriate the debt service and thus the 2005 bonds reflects the city's appropriations rating. "The stable outlook reflects our view of the city's maintenance of negative reserves," added Ms. Schroeer. S&P do not expect to raise the rating over the outlook's two-year period since the city will likely maintain its limited budgetary flexibility at levels worse han negative 5% reserves. In addition, S&P do not expect to lower the rating further over the outlook's period due to management's efforts to stabilize the general fund and recent passage of a new sales tax, providing additional revenue. Should the city have successive surpluses that bring reserves above negative 5%, S&P would likely raise the rating further. RIVER CITY RENAISSANCE: Plan Filing Deadline Moved to Feb. 2015 --------------------------------------------------------------- The Hon. Keith L. Phillips of the U.S. Bankruptcy Court for the Eastern District of Virginia extended the exclusive period of River City Renaissance, LC, and River City Renaissance III, LC, to file a chapter 11 plan until Feb. 25, 2015, and solicit acceptances for that plan until April 27, 2015. About River City Renaissance Richmond, Virginia-based, River City Renaissance, LC, and River City Renaissance III, LC, sought Chapter 11 protection (Bankr. E.D. Va. Case Nos. 14-34080 and 14-34081) in Richmond, Virginia, on July 30, 2014. The cases are assigned to Judge Keith L. Phillips. Robert H. Chappell, III, Esq., at Spotts Fain PC, represents the Debtors in their cases. River City Renaissance, LC disclosed $27,353,274 in assets and $29,186,824 in liabilities as of the Chapter 11 filing. Renaissance III estimated less than $10 million in assets and debts. The Debtors have tapped Spotts Fain PC as counsel. ROTHSTEIN ROSENFELDT: Creditors Set to Be Paid in Full ------------------------------------------------------ Jacqueline Palank, writing for The Wall Street Journal, reported that Michael Goldberg, the trustee overseeing Scott Rothstein's defunct law firm, has asked a bankruptcy judge to approve a final distribution that proposes to pay unsecured creditors in full more than five years after the exposure of Mr. Rothstein's $1 billion- plus fraud brought on the firm's collapse. According to the report, the trustee filed court papers seeking the court's permission to send out of millions of dollars to the holders of nearly 80 unsecured claims. Among those slated for final payment are the NBA's Miami Heat, which would receive nearly $172,000, and the American Heart Association, which would receive more than $26,000, the report related. About Rothstein Rosenfeldt Scott Rothstein, co-founder of law firm Rothstein Rosenfeldt Adler PA -- http://www.rra-law.com/-- was suspected of running a $1.2 billion Ponzi scheme. U.S. authorities claimed in a civil forfeiture lawsuit filed Nov. 9, 2009, that Mr. Rothstein, the firm's former chief executive officer, sold investments in non- existent legal settlements. Mr. Rothstein pleaded guilty to five counts of conspiracy and wire fraud on Jan. 27, 2010. Creditors of Rothstein Rosenfeldt Adler signed a petition sending the Florida law firm to bankruptcy (Bankr. S.D. Fla. Case No. 09-34791). The petitioners include Bonnie Barnett, who says she lost $500,000 in legal settlement investments; Aran Development, Inc., which said it lost $345,000 in investments; and trade creditor Universal Legal, identified as a recruitment firm, which said it is owed $7,800. The creditors alleged being owed money invested in lawsuit settlements. Herbert M. Stettin, the state-court appointed receiver for Rothstein Rosenfeldt, was officially carried over as the Chapter 11 trustee in the involuntary bankruptcy case. On June 10, 2010, Mr. Rothstein was sentenced to 50 years in prison. The official committee of unsecured creditors appointed in the case is represented by Michael Goldberg, Esq., at Akerman Senterfitt. RRA won approval of an amended liquidating Chapter 11 plan pursuant to the Court's July 17, 2013 confirmation order. The revised plan, filed in May, is centered around a $72.4 million settlement payment from TD Bank NA. S.U.N.R.R.I.S.E. LLC: Case Summary & 12 Top Unsecured Creditors --------------------------------------------------------------- Debtor: S.U.N.R.R.I.S.E. LLC P.O. Box 83 Telluride, CO 81435 Case No.: 14-26358 Nature of Business: Single Asset Real Estate Chapter 11 Petition Date: December 9, 2014 Court: United States Bankruptcy Court District of Colorado (Denver) Judge: Hon. Bruce Campbell Debtor's Counsel: Douglas C. Pearce, II, Esq. CONNOLY, ROSANIA & LOFSTEDT, P.C. 950 Spruce St., Ste. 1C Louisville, CO 80027 Tel: 303-661-9292 Fax: 303-661-9555 Email: doug@crlpc.com Total Assets: $630,000 Total Liabilities: $3.28 million The petition was signed by Jonathan H. Greenspan, manager. A list of the Debtor's 12 largest unsecured creditors is available for free at http://bankrupt.com/misc/cob14-26358.pdf SAN BERNARDINO, CA: Has Paid More Than $6 Million in Legal Fees --------------------------------------------------------------- Tim Reid, writing for Reuters, citing a senior city official, reported that San Bernardino, California, has run up legal costs of over $6 million since it declared bankruptcy in 2012. Millions more in fees are expected before it exits Chapter 9 protection, underscoring the huge cost cities face when opting to resolve their debts through bankruptcy, the report related, citing experts. About San Bernardino, Calif. San Bernardino, California, filed an emergency petition for municipal bankruptcy under Chapter 9 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 12-28006) on Aug. 1, 2012. San Bernardino, a city of about 210,000 residents roughly 65 miles (104 km) east of Los Angeles, estimated assets and debts of more than $1 billion in the bare-bones bankruptcy petition. The city council voted on July 10, 2012, to file for bankruptcy. The move lets San Bernardino bypass state-required mediation with creditors and proceed directly to U.S. Bankruptcy Court. The city is represented that Paul R. Glassman, Esq., at Stradling Yocca Carlson & Rauth. San Bernardino joined two other California cities in bankruptcy: Stockton, an agricultural center of 292,000 east of San Francisco, and Mammoth Lakes, a mountain resort town of 8,200 south of Yosemite National Park. The City was granted Chapter 9 protection on Aug. 28, 2013. SAN YSIDRO SCHOOL: S&P Affirms BB+' Rating on COPs -------------------------------------------------- Standard & Poor's Ratings Services said that it revised the outlook to stable from negative and affirmed its 'BBB-' underlying rating (SPUR) on San Ysidro School District, Calif.'s outstanding general obligation (GO) bonds. In addition, Standard & Poor's affirmed its 'BB+' SPUR on the district's certificates of participation (COPs) outstanding. "The outlook revision reflects our view of the district's improved liquidity and general fund operations in audited fiscal 2014 and budgeted fiscal 2015," said Standard & Poor's credit analyst Bryan Moore. The ratings reflect S&P's view of the district's: -- Weakened finances and extremely limited financial flexibility; -- Multiple years of negative operations due to a planned pend-down and overly optimistic revenue projections, combined with a projected structural imbalance; -- Pending lawsuits and ongoing investigations; and -- Declining average daily attendance (ADA), a key determinant of state aid. In S&P's opinion, the preceding credit weaknesses are partly offset by the district's large property tax base and participation in San Diego County's diverse economy. Unlimited ad valorem taxes levied on taxable property in the district secure the bonds. The San Diego County Board of Supervisors has the power and obligation to levy these taxes at the district's request for the bonds' repayment. The county is required to deposit such taxes, when collected, into the bonds' debt service fund. The COPs represent an interest in lease payments made by the district, as lessee, to the San Ysidro Schools Public Financing Corp., as lessor, for the use and possession of the leased asset. While the district has historically maintained a good financial position, over the last several years, it has had negative operations, resulting in a spend-down of those reserves. After six consecutive audited years of negative operations, according to the fiscal 2014 unaudited report, the district was able to post a surplus of roughly $696,000, significantly better than the budgeted deficit of $3.2 million. Management attributed the positive operations to a combination of increased funding under the new Local Control Funding Formula as well as some reduced expenditures through teacher attrition. The district is in southwest San Diego County, 12 miles south of downtown San Diego. It serves a portion of the city and unincorporated areas of the county. ADA, which is the primary basis for state funding levels, is approximately 93% of the district's enrollment and has been relatively flat for the last several years. "The stable outlook reflects our opinion that the district has improved its current fiscal position with positive operations in fiscal 2014," said Mr. Moore. However, it still has significant challenges ahead, which could put pressure on the rating. If the district can't close the budgeted gap in fiscal 2016, resulting in a further spend-down of reserves and liquidity concerns, S&P could lower the rating. S&P do not expect to raise the rating during the one-year outlook horizon given its concerns about the district's fiscal condition. SCOTT ZEILINGER: Court Grants Northern Trust Relief From Stay ------------------------------------------------------------- Judge William J. Lafferty, III, of the U.S. Bankruptcy Court for the Northern District of California granted the motion for relief from stay filed by The Northern Trust Company in the bankruptcy case of Scott Eric Zeilinger, Case No. 14-44325. On November 19, the Court conducted a hearing on the Motion, and Gary Torrell, Esq., of the law firm Valensi Rose, PLC personally attended the hearing, having flown up from his office in Los Angeles to appear. The Debtor did not appear at the hearing. The Debtor's main arguments in support of his opposition to the Motion were that (a) as a pro se debtor he was entitled to a high level of indulgence and deference from the Court with respect to any obligations that might be imposed on him by the United States Bankruptcy Code, and (b) he had discovered evidence of fraud and predatory lending practices by Northern Trust that would support claims against that creditor. "Frankly, the Court was surprised that the Debtor did not attend the hearing on the RFS Motion, in light of the tone and content of the Debtor's opposition," Judge Lafferty wrote in his memorandum. The Court concluded that relief from stay was appropriate under Sections 362(d)(1) of the Bankruptcy Code (for cause, lack of adequate protection of the creditor's interest in estate property) and (d)(2) (the debtor lacks equity in the property and the property is not necessary to an effective reorganization). The Court did not, however, grant the creditor's request for "in rem" relief against the real property that was the subject of the Motion, the Debtor's residence in Danville, California, which would have granted relief against that property prospectively in future bankruptcy cases, because the Court was not convinced that the Debtor's behavior in this case and in the Debtor's prior Chapter 13 bankruptcy case amounted to a "scheme to delay, hinder, or defraud creditors" within the meaning of that statute. Accordingly, the Court declined to order relief under Section 362(d)(4), but did order that should Debtor subsequently file another bankruptcy case within the Northern District of California, the case would be assigned to this Court, and Northern Trust could bring on a motion for relief from stay before this Court on 48 hours notice, and renew its request for relief under Section 362(d)(4). In sum, Judge Lafferty opined, there is simply no reason for the Court not to grant the Motion. A full-text copy of the Memorandum dated November 24, 2014, is available at http://bit.ly/1BmNcImfrom Leagle.com. Scott Eric Zeilinger commenced Chapter 11 proceeding (Bankr. N.D. Calif. Case No. 14-44325) on October 28, 2014. SENATOBIA APARTMENTS: S&P Ups Housing Rev. Bonds Rating to 'BB+' ---------------------------------------------------------------- Standard & Poor's Ratings Services raised its long-term rating to 'BB+' from 'CCC' on Mississippi Home Corp.'s series 2007-2 multifamily housing revenue bonds, issued for the Providence Place of Senatobia Apartments Project. The outlook is stable. The bonds are secured by Ginnie Mae (GNMA) mortgage-backed securities (MBS). "This rating action is primarily the result of improvements in projected debt service coverage for the issue following our review of updated financial information and certain fee-related provisions in the transaction documents," said Standard & Poor's credit analyst Adam Cray. "While we continue to project a shortfall in debt service coverage for the issue prior to bond maturity, our view of when that shortfall is likely to occur has changed." The transaction documents limit semi-annual fees paid from the trust to a percentage of the outstanding MBS and bond balances; as a result, the total amount of fees paid from the trust diminishes over time with bond amortization, loan prepayments, and redemptions. Based on updated asset and liability information -- and accounting for our stressed reinvestment rate assumptions, as well as the reduction in fees referenced above -- S&P now predicts shortfalls in debt service coverage (DSC), parity, and reinvestment risk coverage will occur later than previously projected. DSC, for example, is now projected to fall below 1x beginning in Feb. 2041, rather than in Feb. 2015. SILVERADO STREET: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: Silverado Street, LLC 800 Silverado Street, Suite301 La Jolla, CA 92037 Case No.: 14-09543 Chapter 11 Petition Date: December 9, 2014 Court: United States Bankruptcy Court Southern District of California (San Diego) Judge: Hon. Christopher B. Latham Debtor's Counsel: James Lee, Esq. LEGAL OFFICES OF JAMES J. LEE 2620 Regatta Dr. Suite 102 Las Vegas, NV 89128 Tel: 702-521-4377 Total Assets: $21.7 million Total Liabilities: $11.3 million The petition was signed by Amr Aljassim, managing member. The Debtor did not file a list of its largest unsecured creditors when it filed the petition. SPEEDWAY MOTORSPORTS: S&P Raises CCR to 'BB+'; Outlook Stable ------------------------------------------------------------- Standard & Poor's Ratings Services raised its corporate credit rating on Charlotte, N.C.-based Speedway Motorsports Inc. to 'BB+' from 'BB'. The outlook is stable. At the same time, S&P assigned its '1' recovery rating and 'BBB' issue-level rating to the company's proposed $300 million senior secured credit facility due 2019 (consisting of a $100 million revolver and a $200 million term loan A). The '1' recovery rating reflects S&P's expectation for full recovery prospects for lenders (90% to 100%) in the event of a payment default. The company plans to use the proceeds to repay debt. Additionally, S&P raised its issue-level rating on SMI's $250 million senior unsecured notes due 2019 to 'BB+' from 'BB', in line with the upgrade of the company. The '4' recovery rating on the notes is unchanged and reflects S&P's expectation for average (30% to 50%) recovery for lenders in the event of a payment default. "The upgrade reflects our belief that the company can improve and will likely sustain adjusted debt to EBITDA to below 3x in 2015, which is in line with an improved intermediate financial risk assessment," said Standard & Poor's credit analyst Emile Courtney. The stable outlook reflects S&P's view that a high proportion of contractually increasing and recurring revenues from broadcasting through 2015 can partly offset weak admissions revenue and support credit measures consistent with the intermediate financial risk assessment and S&P's 'BB+' rating. S&P could lower its rating if admissions revenue declines substantially (likely from an unexpected worsening in economic conditions) in a manner that causes SMI to sustain debt to EBITDA above 3x. Based on S&P's assessment of SMI's business risk profile as fair, a higher rating would be contingent upon S&P's expectation that debt to EBITDA could remain below 2x, a scenario S&P views as unlikely unless attendance revenue realizes significant growth. SPORTSMAN'S WAREHOUSE: S&P Withdraws 'B+' CCR at Issuer's Request ----------------------------------------------------------------- Standard & Poor's Ratings Services withdrew its ratings on Sportsman's Warehouse Holdings Inc., including the 'B+' corporate credit rating, at the issuer's request. The withdrawal follows the redemption of Sportsman's $185 million first out term loan and $50 million last out term loan, both due in 2019. Sportsman's Warehouse redeemed these bonds on Dec. 3, 2014, with proceeds from a new credit facility that S&P did not rate. STANFORD GROUP: Receiver Defends Timing of Proskauer Ponzi Suit --------------------------------------------------------------- Law360 reported that the receiver for Stanford Financial Group defended his Texas legal malpractice suit against Proskauer Rose LLP and Chadbourne & Parke LLP that accuses the firms of aiding and abetting Texas billionaire Robert Allen Stanford's $7 billion Ponzi scheme, saying there is no proof the suit was not timely filed. According to the report, receiver Ralph S. Janvey said the matter of precisely when he first had enough information to make the claims in the malpractice suit has not been established as a matter of fact. The case is Janvey et al v. Proskauer Rose LLP et al., Case No. 3:13-cv-00477 (N.D. Tex.). About Stanford Group The Stanford Financial Group was a privately held international group of financial services companies controlled by Allen Stanford, until it was seized by United States (U.S.) authorities in early 2009. Domiciled in Antigua, Stanford International Bank Limited -- http://www.stanfordinternationalbank.com/-- is a member of Stanford Private Wealth Management, a global financial services network with US$51 billion in deposits and assets under management or advisement. Stanford Private Wealth Management served more than 70,000 clients in 140 countries. On Feb. 16, 2009, the United States District Court for the Northern District of Texas, Dallas Division, signed an order appointing Ralph Janvey as receiver for all the assets and records of Stanford International Bank, Ltd., Stanford Group Company, Stanford Capital Management, LLC, Robert Allen Stanford, James M. Davis and Laura Pendergest-Holt and of all entities they own or control. The February 16 order, as amended March 12, 2009, directs the Receiver to, among other things, take control and possession of and to operate the Receivership Estate, and to perform all acts necessary to conserve, hold, manage and preserve the value of the Receivership Estate. The case in district court was Securities and Exchange Commission v. Securities Investor Protection Corp., 11-mc-00678, U.S. District Court, District of Columbia (Washington). The U.S. Securities and Exchange Commission, on Feb. 17, charged before the U.S. District Court in Dallas, Texas, Mr. Stanford and three of his companies for orchestrating a fraudulent, multi- billion dollar investment scheme centering on an US$8 billion Certificate of Deposit program. A criminal case was pursued against him in June before the U.S. District Court in Houston, Texas. Mr. Stanford pleaded not guilty to 21 charges of multi-billion dollar fraud, money- laundering and obstruction of justice. Assistant Attorney General Lanny Breuer, as cited by Agence France-Presse News, said in a 57-page indictment that Mr. Stanford could face up to 250 years in prison if convicted on all charges. Mr. Stanford surrendered to U.S. authorities after a warrant was issued for his arrest on the criminal charges. TARGA RESOURCES: S&P Affirms 'BB+' CCR, Off Watch Positive ---------------------------------------------------------- Standard & Poor's Ratings Services said it affirmed its 'BB+' corporate credit and senior unsecured ratings on U.S. midstream energy partnership Targa Resources Partners L.P. (Targa). S&P removed the ratings from CreditWatch positive, where it placed them on Oct. 13, 2014. The outlook is stable. The recovery rating on the debt remains '4', indicating S&P's expectation of meaningful (30% to 50%) recovery to creditors if a payment default occurs. "The actions reflect our reduced oil and natural gas price assumptions and our revised estimates for Targa's EBITDA and financial leverage in 2015 and 2016," said Standard & Poor's credit analyst Nora Pickens. S&P now expects the consolidated pro forma Targa and Atlas entity's debt to EBITDA ratio, to reside in the 4.25x to 4.5x range through 2016. About 40% of Targa's estimated 2015 operating margin is non-fee based and is therefore exposed to fluctuations in commodity prices. Although Targa's consistent hedging policy supports its credit profile, volume risk exists and S&P expects the lower commodity prices to modestly reduce gathering and processing throughput across the partnership's operating footprint. S&P has revised Targa's financial risk profile to "aggressive" from "significant," reflecting its expectations that financial leverage will be in 4.25x to 4.5x in 2015 and 2016. Under S&P's base-case forecast, it assumes between $1.25 billion and $1.3 billion of growth capital spending, a modest uptick in field gathering volumes, and a 15% EBITDA growth in the logistics segment. Based on these assumptions, S&P believes Targa, pro forma for the Atlas transaction, will achieve EBITDA of between $1.3 billion and $1.4 billion, debt to EBITDA of 4.5x, and EBITDA interest of 4.2x by year-end 2015. S&P expects its distribution coverage ratio to tighten slightly to about 1.0x to 1.1x, which in S&P's view is somewhat weak for the rating given the partnership's exposure to commodity prices. The stable outlook on the ratings reflects that the partnership will successfully execute on its 2015 organic expansion projects while maintaining adequate liquidity and debt to EBITDA in the 4.0x to 4.5x area. S&P could lower the rating if lower commodity prices or a decrease in volumes cause EBITDA to decline and financial ratios to deteriorate, such that total debt to EBITDA is more than 5x for an extended period of time. Higher ratings are possible if Targa improves its fee based cash flow and keeps financial leverage below 4x. TRAVEL LEADERS: S&P Raises CCR to 'BB-'; Outlook Stable ------------------------------------------------------- Standard & Poor's Ratings Services said it raised its corporate credit rating on Delaware-based Travel Leaders Group LLC to 'BB-' from 'B+'. The rating outlook is stable. At the same time, S&P raised its issue-level rating on the company's $185 million senior credit facility due 2018 to 'BB' from 'BB-'. The '2' recovery rating on the credit facility is unchanged and reflects S&P's expectation for substantial (70% to 90%) recovery for lenders in the event of a payment default. The credit facility consists of a $15 million revolver due 2018 and a $170 million term loan due 2018. "The upgrade reflects higher travel volumes and pricing in the company's high-end corporate and luxury leisure travel segment resulting in increased air and hotel based commission revenue through 2015," said Standard & Poor's credit analyst Emile Courtney. Commission revenue growth in the company's mass market franchise and consortia business segments has also been robust. As a result, S&P believes EBITDA growth will exceed its previous expectation, increasing in the mid-teens percentage area in 2014 and in the mid-single digits in 2015. This combined with debt repayment should result in total lease-adjusted debt to EBITDA decreasing to the mid-2x area by 2015, which would represent a very good cushion compared to S&P's 3.5x leverage threshold and would be solidly in line with its "significant" financial risk assessment and 'BB-' rating on TLG. In addition, S&P expects EBITDA coverage of interest expense to be good at nearly 5x in 2015. Although TLG has a track record of making relatively small acquisitions and S&P has incorporated a moderate amount of acquisition activity into its forecast, S&P believes the company customarily pays about 4x EBITDA, which would not impair the company's ability to reduce leverage over time. The stable outlook reflects S&P's expectation for continued good travel volume and commission revenue growth at TLG, and that the company can sustain total lease-adjusted debt to EBITDA under 3.5x, even incorporating a significant level of expected EBITDA volatility over the economic cycle. S&P could raise the ratings if TLG continues to repay debt balances and operating performance remains good such that S&P believes total lease-adjusted debt to EBITDA can be sustained under 2.5x, incorporating a significant level of EBITDA volatility over the economic cycle and a modest level of dividends to owners. S&P would also need to believe that TLG could sustain leverage under this level and pursue its acquisition strategy. Given that the company customarily pays about 4x EBITDA to acquire companies, it could become increasingly difficult to reduce leverage over time unless acquisitions are small. S&P could lower the ratings if EBITDA unexpectedly declines, stressing TLG's ability to reduce leverage, or if the company pursues material leveraging acquisitions so that total lease- adjusted debt to EBITDA is sustained above 5x. TRIMAS CORP: Moody's Puts Ba2 CFR on Review for Downgrade --------------------------------------------------------- Moody's Investors Service has placed the ratings of TriMas Corporation (TriMas), including its Ba2 corporate family rating and Ba2 senior secured ratings, under review for possible downgrade. The review follows the company's announcement that it intends to separate its business into two independent publicly traded companies comprised of "New TriMas" which will continue to focus on the company's packaging, aerospace, energy and engineered components segments and "Cequent" which will be comprised of TriMas' existing Cequent Americas and Cequent APEA segments which manufacture and sell towing, trailer and cargo management products to various end markets. The review will consider the meaningful reduction in TriMas' size after the spin-off along with the potential for improved margins with increased focus on the higher-growth areas such as packaging and aerospace, including the recent acquisition of Allfast Fastening Systems. The review will also consider the company's pro forma capitalization and its stand-alone earnings and cash flow generating capabilities. The transaction is expected to be completed by mid 2015. The following summarizes Moody's ratings and the rating actions for TriMas Corporation and TriMas Company LLC: Corporate Family Rating, under review for downgrade from Ba2 Probability of Default Rating, under review for downgrade from Ba2-PD $575 million senior secured revolver due 2018, under review for downgrade from Ba2, LGD3 $450 million senior secured term loan due 2018, under review for downgrade from Ba2, LGD3 TriMas Corporation is a diversified industrial manufacturer engaged in five business segments: packaging, energy, aerospace, engineered components and Cequent, a segment that manufactures custom-engineered towing and trailering products. Revenues for the twelve months ended September 30, 2014 were approximately $1.5 billion. The principal methodology used in these ratings was Global Manufacturing Companies published in July 2014. Other methodologies used include Loss Given Default for Speculative- Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. UNITEK GLOBAL: Hires Morgan, Lewis & Bockius as Co-Counsel ---------------------------------------------------------- UniTek Global Services, Inc., et al., seek permission from the U.S. Bankruptcy Court for the District of Delaware to employ Morgan, Lewis & Bockius LLP as their co-counsel nunc pro tunc to the Petition Date. MLB has routinely advised the Debtors on general corporate and securities matters, employment matters, executive compensation and employee benefits matters and litigation; and MLB was retained as the Debtors' restructuring counsel in the months leading up to the Petition Date. The Debtors will pay for Morgan Lewis' services according to the Firm's standard rates, which are: Position Rate Range -------- ------------ Partners $655 to $985 Counsel $695 Associates $310 to $605 Legal Assistant $315 The Firm will also bill the Debtors for actual and necessary out- of-pocket expenses incurred and to be incurred in connection with the engagement. Neil E. Herman, Esq., a partner at Morgan Lewis, assures the Court that the Firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. About UniTek Global Services UniTek Global Services, Inc., based in Blue Bell, Pennsylvania, provides fulfillment and infrastructure services to media and telecommunication companies in the United States and Canada. As of Sept. 30, 2014, the Debtors have 2,500 employees, substantially all of whom are full-time. On Nov. 3, 2014 UniTek Global and nine subsidiary companies filed petitions in the United States Bankruptcy Court for the District of Delaware seeking relief under chapter 11 of the United States Bankruptcy Code, with Lead Case No. 14-12471. The Debtors' cases have been assigned to Judge Judge Peter J. Walsh. UniTek Global reported a net loss of $52.07 million on $472 million of revenues for the year ended Dec. 31, 2013, as compared with a net loss of $77.7 million on $438 million of revenues in 2012. The Debtors have tapped Morgan, Lewis & Bockius LLP as counsel; Young, Conaway, Stargatt & Taylor, LLP, as co-counsel; Miller Buckfire & Co. LLC, as financial advisor; Protiviti Inc., and Epiq Bankruptcy Solutions, LLC, as claims and noticing agent. The Company's balance sheet at March 29, 2014, showed $250 million in total assets against $257 million in total liabilities. * * * The Debtors filed a joint prepackaged Chapter 11 plan of reorganization on the Petition Date. The Plan contemplates confirmation and consummation within 45 days and provides for the payment in full of all general unsecured claims in the ordinary course of business. Before the bankruptcy date, holders of ABL Facility Claims and Term Loan Claims voted unanimously to accept the Plan. US CONCRETE: Moody's Raises Corporate Family Rating to B2 --------------------------------------------------------- Moody's Investors Service upgraded the Corporate Family Rating of U.S. Concrete, Inc. to B2 from B3, the Probability of Default Rating to B2-PD from B3-PD, and the company's senior secured notes to B3 from Caa1. The Speculative Grade Liquidity Rating is unchanged at SGL-2. The rating outlook is stable. The following rating actions were taken: Corporate Family Rating, upgraded to B2 from B3; Probability of Default Rating, upgraded to B2-PD from B3-PD; $200 million senior secured notes due 2020, upgraded to B3, LGD4 from Caa1, LGD4; Speculative grade liquidity rating, unchanged at SGL-2; The rating outlook is stable. Ratings Rationale The B2 Corporate Family Rating is supported by U.S. Concrete's position as one of the nation's largest ready-mixed concrete producers, its solid market position within the regions it serves and long standing customer relationships. Fundamentals are modestly improving in the private non-residential commercial and industrial market segments, which represent over half of the company's total revenue, as well as private residential market segment, which represents about 20% of revenue. Adjusted debt to EBITDA declined to 4.3x for the LTM September 30, 2014 from 5.8x at year end 2013 from improvement in EBITDA. Adjusted EBIT interest coverage also improved to 1.9x at LTM September 30, 2014 from 1.7x at year end 2013. The rating also reflects the company's limited product diversity, where ready-mix concrete accounts for over 90% of revenues. Additionally, the rating reflects the competitive nature of the building materials industry, including weak pricing power of ready-mixed concrete products, exposure to input cost inflation, regional concentration, where Texas and California account for approximately 75% of revenues, and high fragmentation of the industry. The company's SGL-2 Speculative Grade Liquidity rating reflects the company's good liquidity position over the next 12-18 months. U.S. Concrete's liquidity is supported by $94 million of cash on hand as of September 30, 2014, approximately $119 million of availability under its $175 million ABL, and Moody's expectation that the company will generate modest free cash flow over the next 12 to 18 months. The revolver availability may be reduced should the company utilize borrowings for seasonal working capital needs or to pursue acquisitions. The company's ABL is governed by a springing fixed charge coverage ratio of 1.0x, which comes into effect if availability under the ABL is less than the greater of i) $14 million or ii) the lesser of 12.5% of a) the borrowing base or b) the total revolver availability. Moody's believe the company will remain in compliance over the next 12 to 18 months. In Moody's view, the company should not have a problem maintaining covenant compliance. The stable outlook presumes that the company will demonstrate modest improvement in its performance and credit metrics supported by stability in its construction end markets. The company's ratings could be upgraded if the company continues to grow its revenue base beyond $1 billion and to solidify its leading market position in markets served while construction end markets remain, at a minimum, stable. Additionally, the ratings could be upgraded should operating margins improve closer to 10%, EBIT interest coverage increases 2.0x, adjusted debt-to-EBITDA decreases below 3.5x, and the company maintains sufficient liquidity, all on a sustainable basis. The ratings could be downgraded should the company's adjusted debt-to-EBITDA leverage remain above 5.0x and EBIT interest coverage falls below 1.5x for an extended period of time whether due to weak operating performance or aggressive acquisition activity. Additional pressure would occur if the company's operating margins declined below 4.0%. The principal methodology used in these ratings was the Building Materials Industry published in September 2014. Other methodologies used include Loss Given Default for Speculative- Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. U.S. Concrete, Inc.[NASDAQ: USCR], headquartered in Euless, Texas, services the construction industry through its two segments, ready-mixed concrete and aggregates products, and is one of the nation's largest ready-mixed concrete producers with presence in Texas, California, New Jersey, and New York. As of September 30, 2014, the company operated 118 standard ready-mixed concrete plants, and nine aggregates facilities and one recycled aggregates facility . In the LTM period ending September 30, 2014, the company generated approximately $672 million in revenue. VIRTUAL PIGGY: Hires FTP to Evaluate Strategic Alternatives ----------------------------------------------------------- Virtual Piggy, Inc., announced that its Board of Directors has authorized the evaluation of strategic alternatives to enhance shareholder value, according to a regulatory filing with the U.S. Securities and Exchange Commission. The Company has engaged the investment banking firm Financial Technology Partners LP and FTP Securities LLC in connection with its efforts. FT Partners is based in San Francisco and focuses exclusively on the financial technology sector of the market. Virtual Piggy, Inc., operates as a technology company that delivers an online ecommerce solution in the United States and Europe. Its system allows parents and their children to manage, allocate funds, and track their expenditures, savings, and charitable giving online. The company offers Oink product, which enables online businesses to interact and transact with the Under 18 market in a manner consistent with the Children?s Online Privacy Protection Act. It also operates online store where families can select and purchase gift cards for delivery to other family members. The company was formerly known as Moggle, Inc. and changed its name to Virtual Piggy, Inc. in August 2011. Virtual Piggy, Inc. was founded in 2008 and is based in Hermosa Beach, California. The Company's balance sheet at Sept. 30, 2014, showed $4.11 million in total assets, $5.59 million in total liabilities and a stockholders' deficit of $1.49 million. "The Company has incurred significant losses and experienced negative cash flow from operations during the development stage. These conditions raise substantial doubt about the Company's ability to continue as a going concern," according to the quarterly report for the period ended Sept. 30, 2014. VISITORS' PLAZA: Case Summary & 7 Unsecured Creditors ----------------------------------------------------- Debtor: Visitors' Plaza, Inc. 5811 W Vine Street Kissimmee, FL 34746 Case No.: 14-13360 Chapter 11 Petition Date: December 9, 2014 Court: United States Bankruptcy Court Middle District of Florida (Orlando) Debtor's Counsel: R Scott Shuker, Esq. LATHAM SHUKER EDEN & BEAUDINE LLP Post Office Box 3353 Orlando, FL 32802 Tel: (407) 481-5800 Fax: (407) 481-5801 Email: bknotice@lseblaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Millicent Beth Coban, president and sole director. A list of the Debtor's seven largest unsecured creditors is available for free at http://bankrupt.com/misc/flmb14-13360.pdf VISITORS FLEA: Case Summary & 4 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Visitors Flea Market, LLC dba Visitors Market 5811 W Irlo Bronson Hwy Kissimmee, FL 34746 Case No.: 14-13362 Chapter 11 Petition Date: December 9, 2014 Court: United States Bankruptcy Court Middle District of Florida (Orlando) Debtor's Counsel: R Scott Shuker, Esq. LATHAM SHUKER EDEN & BEAUDINE LLP Post Office Box 3353 Orlando, FL 32802 Tel: (407) 481-5800 Fax: (407) 481-5801 Email: bknotice@lseblaw.com Estimated Assets: $50,000 to $100,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Charles Wohlust, curator and managing member. A list of the Debtor's four largest unsecured creditors is available for free at http://bankrupt.com/misc/flmb14-13362.pdf VOGUE INT'L: Moody's Affirms B2 Corporate Family Rating ------------------------------------------------------- Moody's Investors Service affirmed Vogue International LLC's B2 Corporate Family Rating (CFR) following its launch of a proposed $205 million incremental term loan. Moody's also affirmed the B2 senior secured rating of Vogue's bank facilities, including the incremental term loan. Proceeds will fund a distribution to shareholders. The outlook remains stable. Moody's views the increase in the term loan to fund a shareholder distribution as a credit negative, as it will increase leverage from 3 times (LTM at 9/30/2014) to approximately 4.6 times debt/EBITDA (including Moody's standard adjustments). Moody's believes that the dividend is evidence of increasingly aggressive financial policies. To the extent that other shareholder-friendly moves further erode the company's credit metrics, the risk of downgrade will be heightened. Moody's believes that the company's small scale relative to much larger competitors, its product and customer concentration, and its moderately high financial leverage subjects the company to potential earnings volatility. Pro forma for the increase in the term loan Vogue has limited financial flexibility to maintain its B2 rating. That said, Moody's believes that the company's credit metrics will benefit from ongoing innovations and expanded distribution over the next 12 to 18 months which will continue to support its strong growth -- albeit off of a small base. The affirmation of Vogue's ratings was predicated on Moody's expectation that modest EBITDA improvement and positive free cash flow in 2015 will enable the company to reduce its debt-to-EBITDA leverage to around 4.4 times in the next year. Ratings Affirmed: Vogue International LLC: Corporate Family Rating, at B2 Probability of Default Rating, at B3-PD $30 million senior secured revolving credit facility expiring 2019 at B2 (LGD 3) $620 million senior secured term loan (currently $618 million outstanding) due 2020 at B2 (LGD 3) Outlook Stable Ratings Rationale Vogue's B2 CFR reflects its modest scale, limited operating history at current sales levels, narrow product focus, high customer concentration, strong competition and moderately high pro-forma leverage. Moody's nevertheless believes that revenue growth will slow to a level closer to the low single digit category growth rate as distribution gains moderate, and that earnings are vulnerable to changing customer demand and competitor actions. Moody's projects that Vogue's moderate debt-to-EBITDA leverage (4.6x LTM 9/30/14 incorporating Moody's standard adjustments) will decline over the next 12 months as the company continues to grow. However, leverage is vulnerable to swings based on anticipated EBITDA volatility and event risk under partial private equity ownership. Vogue is also heavily reliant on its founder, which creates succession risk. Vogue's ratings are supported by its good market position in a niche segment of the mass hair care category, recent significant market share gains, and positive projected free cash flow. The company has good insight into consumer preferences for shampoos and conditioners and is benefiting from significant distribution gains in recent years. Vogue's stable rating outlook reflects Moody's view that the company will continue to benefit from distribution gains to grow revenue and EBITDA over the next 12 months and that the company will maintain a good liquidity position. Moody's projects that debt-to-EBITDA leverage will decline to around 4.4times over the next 12 months. Customer or competitor actions that pressure Vogue's revenue and EBITDA through a deterioration in market share, retail distribution or pricing could result in a downgrade. Acquisitions, shareholder distributions or other actions that increase debt-to- EBITDA leverage above 4.5x on a sustained basis, or a deterioration in liquidity could also result in a downgrade. An upgrade is unlikely at this time, but could be considered if Vogue increases its scale and product diversity, demonstrates a longer-term track record of profitable growth, and develops a solid succession plan. Vogue would also need to maintain conservative financial policies including debt-to-EBITDA leverage below 3.0x and maintain a good liquidity position to be considered for an upgrade. The principal methodology used in this rating 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. Vogue, headquartered in Clearwater, FL, develops, markets, distributes and sells hair care products primarily to mass market consumers. Vogue's main brand is OGX, with its styling brand -- FX Effects -- accounting for less than 5% of revenue. Vogue is 51% owned by its founder Todd Christopher, and 49% by The Carlyle Group. Revenue for the 12 months ended September 2014 was less than $250 million. VOGUE INT'L: S&P Retains 'B' CCR After $205MM Debt Issuance ----------------------------------------------------------- Standard & Poor's Ratings Services said that its ratings on Florida-based Vogue International LLC, including its 'B' corporate credit rating and 'B' debt rating on the company's secured credit facility, are unchanged following the proposed $205 million incremental first-lien term debt issuance. The transaction would have identical terms to the existing outstanding term debt. S&P's '3' recovery rating for the secured credit facility, reflecting its expectation of meaningful (50%-70%) recovery for the lenders in case of a payment default, is also unchanged and is on the low end of the expected recovery range. S&P expects the company to use proceeds from this transaction, together with on-balance-sheet cash, to fund a shareholder dividend. As a result of the proposed transaction, S&P estimates adjusted leverage increases to about 4.7x for the 12 months ended Sept. 30, 2014, from about 3.1x prior to the transaction. S&P expects credit metrics will remain in line with indicative ratios, including leverage between 4x and 5x and funds from operations to total debt above 12%, for the "aggressive" financial profile over the next year through continued good operating performance and some debt reduction. S&P expects the company will continue to grow through increased penetration in the U.S., product launches, and international expansion. The business risk profile remains "weak", given its relatively narrow product/brand focus in the highly competitive hair care products industry, and its small size compared to much larger and more diversified personal care players, such as Procter & Gamble and Unilever. RATINGS LIST Vogue International LLC Corporate credit rating B/Stable/-- Senior secured $30 mil. revolver due 2019 B Recovery rating 3 $620 mil. term loan due 2020 B Recovery rating 3 WESTMORELAND COAL: Priced $350MM Offering of 8.75% Senior Notes --------------------------------------------------------------- Westmoreland Coal Company had priced a private offering of approximately $350 million principal amount of 8.75% Senior Secured Notes due 2022. Westmoreland intends to use the proceeds from the Notes offering, together with proceeds from its previously announced Senior Secured Term Loan due 2020 and cash on hand, to fund the consideration payable in connection with its previously announced tender offer and consent solicitation for its outstanding 10.75% Senior Secured Notes due 2018. The Notes offering is expected to close on Dec. 16, 2014, subject to customary closing conditions. 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. WHITING PETROLEUM: Moody's Hikes Corporate Family Rating to Ba1 --------------------------------------------------------------- Moody's Investors Service upgraded Whiting Petroleum Corporation's (Whiting) Corporate Family Rating (CFR) to Ba1 from Ba2 and its Probability of Default Rating (PDR) to Ba1-PD from Ba2-PD. Moody's confirmed Whiting's Ba2 rated senior unsecured notes and Ba3 rated senior subordinated notes, and changed its Speculative Grade Liquidity (SGL) Rating to SGL-3 from SGL-2. At the same time, Moody's upgraded Kodiak Oil & Gas Corp.'s (Kodiak) senior unsecured notes to Ba2 from B3 and withdrew the CFR, PDR, and SGL ratings at Kodiak. This concludes the ratings review initiated on July 14, 2014. The rating outlooks for Whiting and Kodiak are stable. These rating actions follow the completion of Whiting's acquisition of Kodiak in an all-stock transaction valued at about $4.2 billion, including Kodiak's debt of $2.4 billion. Whiting's senior management team will run the combined company, and two of Kodiak's directors, its Chairman and Chief Executive Officer and its Executive Vice President of Business Development, will join Whiting's board of directors. Effective with the close of the transaction, Kodiak will become an indirect wholly-owned subsidiary of Whiting. "The upgrade of Whiting's CFR to Ba1 reflects the benefits of the Kodiak acquisition, with Whiting gaining basin intensification in its already established position in the Williston Basin," commented Gretchen French, Moody's Vice President. "With the Kodiak assets, Whiting will have a larger production base and deeper drilling inventory, which should enable enhanced drilling and operating efficiencies." Issuer: Whiting Petroleum Corporation Corporate Family Rating, upgraded to Ba1 from Ba2 Probability of Default Rating, upgraded to Ba1-PD from Ba2-PD Senior Unsecured Bonds, confirmed at Ba2 (LGD4) Senior Subordinated Bond, confirmed at Ba3 (LGD6) Subordinated Shelf, confirmed at (P)Ba3 Senior Unsecured Shelf, confirmed at (P)Ba2 Speculative Grade Liquidity Rating, changed to SGL-3 from SGL-2 Outlook stable Issuer: Kodiak Oil & Gas Corp. Corporate Family Rating, withdrawn Probability of Default Rating, withdrawn Senior Unsecured Bonds, upgraded to Ba2 (LGD4) from B3 (LGD5) Speculative Grade Liquidity Rating, withdrawn Outlook stable Ratings Rationale Whiting's Ba1 Corporate Family Rating (CFR) reflects the company's scale of reserves and production, with long-lived reserves, a deep drilling inventory, and a demonstrated track record of growing its oil weighted production profile organically with good returns. The company has a history of financing acquisitions conservatively with equity, and maintaining supportive credit metrics through commodity price cycles, including a track record of pursing asset sales, reducing capital spending levels, and issuing equity during periods of weak commodity prices. The Ba1 rating is restrained by the company's asset concentration in the Williston Basin, which accounts for over 80% of its pro forma production profile, and by the company's heavy capital spending levels in excess of cash flow. In addition, the rating is constrained by the company's higher financial leverage stemming from the recently closed Kodiak acquisition, and the challenge of limiting debt increases in a considerably weaker oil price environment in 2015 and early 2016. Whiting SGL-3 rating reflects an adequate liquidity profile. Supporting the company's liquidity profile is the significant size of the company's revolving credit facility, with a large initial borrowing base and sufficient undrawn capacity projected through 2015. However, the SGL-3 rating is tempered by Whiting's exposure to change-of-control provisions in Kodiak's $1.6 billion of notes, which if fully put to Whiting, would create refinancing needs for up to $1 billion in debt before year-end 2015. The confirmation of Whiting's senior unsecured notes at Ba2, one notch below its Ba1 CFR, reflects the increase in the size of Whiting's new secured credit facility as compared to the unsecured notes. The unsecured notes are contractually subordinated to Whiting's new $2.5 billion secured revolving credit facility and any potential draws on its new $1 billion delayed draw facility. Whiting's subordinated notes are rated two notches below its CFR, at Ba3, reflecting their junior position to both Whiting's credit facility and senior unsecured notes. Moody's rated the subordinated notes one notch lower than the result indicated by Moody's Loss Given Default methodology in order to reflect a one- notch rating difference with Whiting's senior unsecured notes. The upgrade of Kodiak's unsecured notes to Ba2 from B3 reflects the both Whiting Petroleum Corporation's and Whiting Oil and Gas Corporation's guarantee of Kodiak's unsecured notes, which became effective at closing of the acquisition. Kodiak's unsecured notes are rated in line with Whiting's unsecured notes and one notch below Whiting's CFR, reflecting their contractual subordination to the company's $2.5 billion secured revolving credit facility and any potential draws on its $1 billion delayed draw facility. The rating outlook is stable, and assumes Whiting will limit further debt increases, with cash flow outspending being financed through assets sale. Whiting's ratings could be upgraded to the extent that the company's production and reserve base is further diversified, reducing its concentration in the Williston Basin, and financial leverage profile significantly improves (debt/production maintained below $20,000/boe). Whiting's ratings could be downgraded to the extent that the company faces increased leverage (debt/production approaching $40,000/boe and retained cash flow/debt sustained below below 25%). The principal methodology used in these ratings was 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. Whiting Petroleum Corporation is an independent exploration and production company headquartered in Denver, Colorado. * Recent Small-Dollar & Individual Chapter 11 Filings ----------------------------------------------------- In re Jerry J. Majek and Martha Ann Majek Bankr. S.D. Tex. Case No. 14-20481 Chapter 11 Petition filed December 1, 2014 In re B & M Excavating & Hauling, Inc aka B & M Contracting, Inc. Bankr. D. Ariz. Case No. 14-17775 Chapter 11 Petition filed December 2, 2014 See http://bankrupt.com/misc/azb14-17775.pdf represented by: Charles R. Hyde, Esq. LAW OFFICES OF C.R. HYDE E-mail: crhyde@gmail.com In re Peter F. Alaimo Bankr. D. Conn. Case No. 14-51823 Chapter 11 Petition filed December 2, 2014 In re CLC Properties, LLC Bankr. D. Conn. Case No. 14-51827 Chapter 11 Petition filed December 2, 2014 See http://bankrupt.com/misc/ctb14-51827.pdf represented by: Joseph J. Romanello, Esq. ROMANELLO LAW FIRM, LLC E-mail: jjr@romanellolawfirm.com In re PMG, Inc. Bankr. N.D. Ga. Case No. 14-73705 Chapter 11 Petition filed December 2, 2014 represented by: Joseph H. Turner, Esq. JOSEPH H. TURNER JR. P.C. In re Richard M. Sabbun Bankr. C.D. Ill. Case No. 14-72106 Chapter 11 Petition filed December 2, 2014 In re Patrick Evans McPhail Bankr. S.D. Ill. Case No. 14-41323 Chapter 11 Petition filed December 2, 2014 In re 9800 Liberty Road, LLC Bankr. D. Md. Case No. 14-28341 Chapter 11 Petition filed December 2, 2014 See http://bankrupt.com/misc/mdb14-28341.pdf represented by: Lawrence Heffner, Esq. RUSSELL & HEFFNER, LLC E-mail: lheffner@prodigy.net In re Blair A. Isom and Shannon Isom Bankr. D. Nev. Case No. 14-17953 Chapter 11 Petition filed December 2, 2014 In re Vincent William Goett Bankr. D. Nev. Case No. 14-17960 Chapter 11 Petition filed December 2, 2014 In re Alux Real Estate, LLC Bankr. S.D. Tex. Case No. 14-70660 Chapter 11 Petition filed December 2, 2014 See http://bankrupt.com/misc/txsb14-70660.pdf Filed Pro Se In re Leslie Patterson, Jr. and Francene Victoria Patterson Bankr. E.D. Va. Case No. 14-14469 Chapter 11 Petition filed December 2, 2014 In re Uniserve Construction, Inc. Bankr. E.D. Ark. Case No. 14-16408 Chapter 11 Petition filed December 3, 2014 See http://bankrupt.com/misc/areb14-16408.pdf represented by: Kevin P. Keech, Esq. KEECH LAW FIRM, P.A. E-mail: kkeech@keechlawfirm.com In re Uniserve, LLC Bankr. E.D. Ark. Case No. 14-16409 Chapter 11 Petition filed December 3, 2014 See http://bankrupt.com/misc/areb14-16409.pdf represented by: Kevin P. Keech, Esq. KEECH LAW FIRM, P.A. E-mail: kkeech@keechlawfirm.com In re Universal Industrial Management Group, LLC Bankr. E.D. Ark. Case No. 14-16410 Chapter 11 Petition filed December 3, 2014 See http://bankrupt.com/misc/areb14-16410.pdf represented by: Kevin P. Keech, Esq. KEECH LAW FIRM, P.A. E-mail: kkeech@keechlawfirm.com In re Steve E. Shadd Bankr. M.D. Fla. Case No. 14-05858 Chapter 11 Petition filed December 3, 2014 In re John J. Doyle Bankr. M.D. Fla. Case No. 14-05860 Chapter 11 Petition filed December 3, 2014 In re Dudley Gardner Teel and Susan Ann Teel Bankr. S.D. Fla. Case No. 14-36549 Chapter 11 Petition filed December 3, 2014 In re Bernard Eseroghene Rerri Bankr. S.D. Ill. Case No. 14-41327 Chapter 11 Petition filed December 3, 2014 In re John Bernard Vincent Bankr. D. Nev. Case No. 14-51993 Chapter 11 Petition filed December 3, 2014 In re 1 Schenectady Management Corp. Bankr. E.D.N.Y. Case No. 14-46105 Chapter 11 Petition filed December 3, 2014 See http://bankrupt.com/misc/nyeb14-46105.pdf Filed Pro Se In re Jaime L. Vazquez Bernier Bankr. D.P.R. Case No. 14-09929 Chapter 11 Petition filed December 3, 2014 In re Martha Lucia Tabares Bankr. E.D. Va. Case No. 14-14476 Chapter 11 Petition filed December 3, 2014 In re Team Ventana, LLC Bankr. D. Ariz. Case No. 14-17915 Chapter 11 Petition filed December 4, 2014 See http://bankrupt.com/misc/azb14-17915.pdf represented by: James Portman Webster, Esq. JAMES PORTMAN WEBSTER LAW OFFICE, PLC E-mail: jim@jpwlegal.com In re Dahill Donofrio Bankr. D. Conn. Case No. 14-51834 Chapter 11 Petition filed December 4, 2014 In re Susan E. Reynolds Bankr. N.D. Ill. Case No. 14-43475 Chapter 11 Petition filed December 4, 2014 In re John L. Anderson and Kristie A. Anderson Bankr. D. Mont. Case No. 14-61358 Chapter 11 Petition filed December 4, 2014 In re Young Jae Lim Bankr. D.N.J. Case No. 14-34577 Chapter 11 Petition filed December 4, 2014 In re Advance Concept Construction, LLC dba Advance Concept Group Bankr. D. N.M. Case No. 14-13554 Chapter 11 Petition filed December 4, 2014 See http://bankrupt.com/misc/nmb14-13554.pdf represented by: Koo Im Sakayo Tong, Esq. MOORE, BERKSON, & GANDARILLA, P.C. E-mail: kooimt@swcp.com In re RP & MM Holding Inc. aka Robert C. Pastore Bankr. S.D.N.Y. Case No. 14-23669 Chapter 11 Petition filed December 4, 2014 See http://bankrupt.com/misc/nysb14-23669.pdf Filed Pro Se In re N&G Corp. dba GNS Corp. Bankr. S.D.N.Y. Case No. 14-23670 Chapter 11 Petition filed December 4, 2014 See http://bankrupt.com/misc/nysb14-23670.pdf represented by: Michael A. Koplen, Esq. LAW OFFICES OF MICHAEL A. KOPLEN E-mail: Atty@KoplenLawFirm.com In re Elite Properties of Greenville, Inc. Bankr. E.D.N.C. Case No. 14-07008 Chapter 11 Petition filed December 4, 2014 See http://bankrupt.com/misc/nceb14-07008.pdf represented by: John G. Rhyne, Esq. JOHN G. RHYNE, ATTORNEY AT LAW E-mail: johnrhyne@johnrhynelaw.com In re John Raymond Hoy Bankr. D. S.C. Case No. 14-06923 Chapter 11 Petition filed December 4, 2014 In re William F. Lovett Bankr. E.D. Pa. Case No. 14-19597 Chapter 11 Petition filed December 4, 2014 In re Timothy M. Ryan, Jr. Bankr. W.D. Pa. Case No. 14-70855 Chapter 11 Petition filed December 4, 2014 In re Shirley Delmaro Bankr. S.D. Tex. Case No. 14-36745 Chapter 11 Petition filed December 4, 2014 In re Emanuel Etim Etuks Bankr. W.D. Wash. Case No. 14-46425 Chapter 11 Petition filed December 4, 2014 In re Nellis Seafood No. 66, L.C. Bankr. D. Ariz. Case No. 14-17924 Chapter 11 Petition filed December 5, 2014 See http://bankrupt.com/misc/azb14-17924.pdf represented by: Scott B. Cohen, Esq. ENGELMAN BERGER, P.C. E-mail: SBC@ENGELMANBERGER.COM In re Daniel E. Martyn, Jr. and Karen Rose Martyn Bankr. C.D. Cal. Case No. 14-12669 Chapter 11 Petition filed December 5, 2014 In re ProIRB Plus, Inc. Bankr. M.D. Fla. Case No. 14-14185 Chapter 11 Petition filed December 5, 2014 See http://bankrupt.com/misc/flmb14-14185.pdf represented by: Sheila D. Norman, Esq. NORMAN AND BULLINGTON, P.A. E-mail: sheila@normanandbullington.com In re Miguel Angel Rodriguez Bankr. S.D. Fla. Case No. S.D. Fla. Chapter 11 Petition filed December 5, 2014 In re People's Community Health Centers, Inc. Bankr. D. Md. Case No. 14-28461 Chapter 11 Petition filed December 5, 2014 See http://bankrupt.com/misc/nmb14-28461.pdf Filed Pro Se In re William C. Montgomery and Debra L. Montgomery Bankr. N.D. Miss. Case No. 14-14470 Chapter 11 Petition filed December 5, 2014 In re Harry E. Dembner Bankr. D.N.J. Case No. 14-34613 Chapter 11 Petition filed December 5, 2014 In re Far Rockaway Blvd Realty Inc Bankr. E.D.N.Y. Case No. 14-46152 Chapter 11 Petition filed December 5, 2014 See http://bankrupt.com/misc/nyeb14-46152.pdf Filed Pro Se In re Aero Lounge, Inc. dba Skyline Bar Lounge Bankr. S.D.N.Y. Case No. 14-13342 Chapter 11 Petition filed December 5, 2014 See http://bankrupt.com/misc/nysb14-13342.pdf represented by: Douglas J. Pick, Esq. PICK & ZABICKI LLP E-mail: dpick@picklaw.net In re Barry Harrison Bankr. S.D.N.Y. Case No. 14-23676 Chapter 11 Petition filed December 5, 2014 In re Thomas S. Anderson Bankr. M.D. Tenn. Case No. 14-09568 Chapter 11 Petition filed December 5, 2014 In re Jay Patel and Jasumati Jayantibhai Patel Bankr. D. Ariz. Case No. 14-17962 Chapter 11 Petition filed December 6, 2014 In re DCI United Properties, LLC Bankr. N.D. Ohio Case No. 14-17660 Chapter 11 Petition filed December 6, 2014 See http://bankrupt.com/misc/ohnb14-17660.pdf represented by: Irving S. Bergrin, Esq. E-mail: ibergrin@aol.com In re Terrance Gail Carson and Diana Lynn Carson Bankr. D. Ariz. Case No. 14-17984 Chapter 11 Petition filed December 8, 2014 In re Edward C. Lukas and Linda J. Lukas Bankr. C.D. Cal. Case No. 14-12675 Chapter 11 Petition filed December 8, 2014 In re Shaina Lenny Lisnawati Bankr. E.D. Cal. Case No. 14-31890 Chapter 11 Petition filed December 8, 2014 In re Merry N.J., Inc. Bankr. D. Idaho Case No. 14-41365 Chapter 11 Petition filed December 8, 2014 See http://bankrupt.com/misc/idb14-41365.pdf represented by: Steven L. Taggart, Esq. MAYNES TAGGART, PLLC E-mail: staggart101@gmail.com In re Ronald Eugene Hayman Bankr. S.D. Ind. Case No. 14-11010 Chapter 11 Petition filed December 8, 2014 In re Rouchdi Rifai Bankr. E.D. Mich. Case No. 14-58785 Chapter 11 Petition filed December 8, 2014 In re James Alexander Mason, Jr. Bankr. E.D.N.C. Case No. 14-07105 Chapter 11 Petition filed December 8, 2014 In re Monarca Home Health, Inc. Bankr. W.D. Tex. Case No. 14-53033 Chapter 11 Petition filed December 8, 2014 See http://bankrupt.com/misc/txwb14-53033.pdf represented by: David T. Cain, Esq. LAW OFFICE OF DAVID T. CAIN E-mail: caindt@swbell.net In re Stephen D. Harm Bankr. W.D. Wis. Case No. 14-15097 Chapter 11 Petition filed December 8, 2014 ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers' public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. A list of Meetings, Conferences and Seminars appears in each Wednesday's edition of the TCR. Submissions about insolvency- related conferences are encouraged. Send announcements to conferences@bankrupt.com by e-mail. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to the nation's bankruptcy courts. The list includes links to freely downloadable of these small-dollar petitions in Acrobat PDF documents. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, 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. 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