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/raid1/www/Hosts/bankrupt/TCR_Public/150113.mbx T R O U B L E D C O M P A N Y R E P O R T E R Tuesday, January 13, 2015, Vol. 19, No. 13 Headlines ACG CREDIT: Has Until April 14 to Solicit Plan Acceptances AIRCASTLE LIMITED: Moody's Hikes Sr. Unsecured Debt Rating to Ba2 ALCO STORES: Committee Drops Objection to Incentive Plan ALCO STORES: Sells Real Estate and Lease Rights AMERLINK LTD: Bank. Court Won't Halt "Newton" & "Diorio" Actions BAYOU SHORES: Florida Nursing Home Emerges From Bankruptcy BIOLITEC INC: 2nd Cir. Dismisses Appeal, Parent Can't Intervene BODY CENTRAL: Closes 265 Stores, Will Liquidate Under State Law CAESARS ENTERTAINMENT: Amends Proposed Restructuring Term Sheet CAESARS ENTERTAINMENT: Appaloosa et al. File Involuntary Bankr. CAESARS ENTERTAINMENT: Opco Involuntary Chapter 11 Case Summary CAMBRIDGE ACADEMY: Fitch Affirms BB- Rating on $8.2MM 2010 Bonds CASH STORE: Issues No-Action Letter on Nat'l Money Mart Deal CENTENE CORP: Moody's Maintains Ba2 Sr. Unsecured Debt Rating CENTRAL OKLAHOMA: Files Plan of Reorganization CENTRAL OKLAHOMA: Wants Plan Outline Deadline Extended to Feb. 15 CHINOOK USA: Case Summary & 20 Largest Unsecured Creditors CITGO PETROLEUM: Fitch Cuts IDR to B & Alters Outlook to Stable CITIUS PHARMACEUTICALS: Wolf & Co. Raises Going Concern Doubt COMMUNITY MEMORIAL: Gets Approval to Settle PBGC Claims COSO GEOTHERMAL: Fitch Affirms 'C' Rating on $629MM Certificates CRATE MARINES: In Bankruptcy; Creditors' Meeting on Jan. 30 CRATE MARINES: Ontario Court Sets January 30 as Claims Bar Date CRUMBS BAKESHOP: Committee Allowed to Settle Claims vs Lemonis CRUMBS BAKESHOP: Gets Approval of Deal With Southeastern Bank CSP TECHNOLOGIES: Moody's Assigns 'B3' Corporate Family Rating CSP TECHNOLOGIES: S&P Assigns 'B' CCR; Outlook Stable CYCLONE POWER: Needs Additional Capital to Support Operations DENDREON CORP: Authorized to Implement Employee Incentive Plan DIOCESE OF HELENA: Disclosure Statement Hearing on Jan. 14 DOMUM LOCIS: Jan. 14 Hearing on Motion to Stay Court Orders EDUCATION MANAGEMENT: Milbank Advises Lenders in Restructuring EGENIX INC: Meeting to Form Creditors' Panel Set for Jan. 22 ENDICOTT INTECONNECT: Plan Hearing Adjourned Until Jan. 22 ENERGY FUTURE: Committee Taps KCC as Administrative Agent ENERGY FUTURE: Committee Taps Montgomery McCracken as Del. Counsel ENERGY FUTURE: Jan. 13 Hearing on Employment of Stevens & Lee ENERGY FUTURE: Panel Taps AlixPartners as Restructuring Advisor ENERGY FUTURE: Panel Taps Sullivan & Cromwell as Counsel ENERGY FUTURE: Taps Guggenheim Securities as Investment Banker ENERGY FUTURE: Wants to Hire Goldin as Special Financial Advisor EQUINIX INC: S&P Affirms 'BB' Corporate Credit Rating EVE PROPERTIES: Case Summary & 6 Largest Unsecured Creditors EXIDE TECHNOLOGIES: Has Backstop Deal With MacKay Shields, et al. EXIDE TECHNOLOGIES: Seeks Bankruptcy Peace Plan w/ Creditors F&H ACQUISITION: Has Until March 12, 2015 to Remove Actions F&H ACQUISITION: Seeks April 13 Extension of Plan Filing Date FALCON STEEL: Unit Wants to Sell Heavy Industrial Equipment FALCON STEEL: US Trustee Appoints One More Committee Member FISHER ISLAND: Abramson Law Group Must Produce Docs, Court Says FOREST OIL: BlackRock No Longer a 5% Shareholder GENERAL STEEL: Shareholders Elected 5 Directors to Board GLOBAL GEOPHYSICAL: Amegy Bank Approved to Effectuate a Setoff HEADWATERS INC: S&P Raises CCR to 'B+'; Outlook Stable HEI INC: Section 341(a) Meeting Set for Jan. 29 HEI INC: Trying to Sell Some or All of Assets INDEX RECOVERY: Liquidating Plan Declared Effective INT'L MANUFACTURING: Seeks to Expand Diamond McCarthy Work INTL MANUFACTURING: Jan. 21 Hearing on Community Ist's Stay Motion ISC8 INC: Cybersecurity Firm to Sell Assets for $7.9 Million ISC8 INC: Sale Hearing Scheduled for Jan. 29 J & B RESTAURANT: In Chapter 11 to Address Challenges KIOR INC: Assets Could Go to Pasadena Investments KIOR INC: Fights Mississippi's Bid to Convert Case to Chapter 7 KNEL ACQUISITION: S&P Assigns 'B' CCR & Rates $65MM Facility 'B' LAKSHMI HOSPITALITY: Reorganization Case Closed After Dismissal LIGHTSTREAM RESOURCES: S&P Lowers CCR to 'B'; Outlook Negative LONGVIEW POWER: Siemens Joins Kvaerner's Bid for Stay Relief MASSEY ENERGY: Judge Calls for New Trial in Long Legal Battle MDU COMMUNICATIONS: KCG Americas Had 10% Stake at Dec. 31 METRO FUEL: Court Enters Case Dismissal Order MILLICOM INT'L: Fitch Affirms 'BB+' Issuer Default Rating MIRION TECHNOLOGIES: Moody's Assigns B2 CFR, Rates 1st Lien Loan B1 MISSISSIPPI PHOSPHATES: Committee Taps Burr & Forman as Counsel MISSISSIPPI PHOSPHATES: Renewing BankDirect Financing Deal MONTREAL MAINE: $200-Mil. Settlement Money Announced For Victims MONTREAL MAINE: Settles Lac-Megantic Train Derailment Case NAUTILUS HOLDINGS: Plan Hearing Adjourned Until Jan. 30 NEW LOUISIANA: Hearing Today on Exclusivity Extension NEW MEDIA: Proposed Transaction No Impact on Moody's B2 CFR NEW YORK CITY OPERA: NYCO-Led Sale Process Approved NEWARK WATERSHED: Meeting to Form Creditors' Panel Set for Jan. 20 NII HOLDINGS: Jan. 28 Hearing on Disclosure Statement Approval NNN 1818 MARKET STREET: Section 341(a) Meeting Set for Jan. 27 NUSTAR LOGISTICS: Fitch Affirms 'B+' Issuer Default Rating NW VALLEY: Case Summary & 8 Largest Unsecured Creditors PASSAIC HEALTHCARE: Jan. 14 Meeting to Form Creditors' Panel Set PETRON ENERGY: Union Capital Reports 9.9% Equity Stake at Jan. 6 PHOENIX PAYMENT: Alert Services Sells $294K in Claims to TRC POINT BLANK: $3MM in Claims Transferred in December 2014 POINT BLANK: Asks Court to Extend Deadline to Remove Suits PPL CAPITAL: Fitch Withdraws 'BB+' Jr. Subordinated Notes Rating PRIME TIME INT'L: Okayed to Sell Assets; Closing Conditions Waived RADIOSHACK CORP: Salus Offers $500 Million Bankruptcy Loan RESTORGENEX CORP: T. Boris Resigns as Gen. Counsel and Secretary RICCO INC: Distribution of Real Estate Sale Proceeds Approved RIVER TERRACE: Confirms Chapter 11 Reorganization Plan RONALD GOLDIN: Court Rules on Validity of Automatic Stay SAINT CATHERINE: To Be Auctioned on Jan. 14, Three Bids Expected SCIENTIFIC LEARNING: Noel Moore Held 4.8% Stake as of Dec. 31 SEVEN COUNTIES: U.S. Trustee Balks at Plan Releases SUNTECH AMERICA: Case Summary & 20 Largest Unsecured Creditors TENGION INC: Kidney Drug Maker in Chapter 7 Liquidation TMT GROUP: Seeks Court Approval to Purchase Vantage Shares TRANS ENERGY: Amends Third Quarter 2014 Form 10-Q Report UBL INTERACTIVE: Li & Company Expresses Going Concern Doubt UNITED GILSONITE: DACA & TRC Acquire $53,000 in Claims WALDORF NEVENS: Case Summary & 20 Largest Unsecured Creditors WBH ENERGY: Court Issues Joint Administration Order WBH ENERGY: Files List of Largest Unsecured Creditors WBH ENERGY: Has Interim Authority to Use Cash Collateral WBH ENERGY: Section 341(a) Meeting Scheduled for Feb. 10 WESTMORELAND COAL: S&P Retains 'B' CCR After $50MM Loan Add-On [^] Large Companies With Insolvent Balance Sheet ********* ACG CREDIT: Has Until April 14 to Solicit Plan Acceptances ---------------------------------------------------------- The U.S. Bankruptcy Court extended until April 14, 2015, ACG Credit Company II LLC's exclusive period to solicit acceptances for its plan of reorganization. As reported in the Troubled Company Reporter on Sept. 22, 2014, the Debtor filed with the Court its plan, which provides that on the effective date, all of the Debtor's assets will be put into an administrative trust. The administrative trust will receive: (a) any assets of the Debtor not otherwise required to be paid to a holder of a secured claim; (b) all interests of ACG Finance Company, LLC and Fine Art Finance, LLC in the loans securing the obligations of the Debtor to SageCrest II, LLC, collateral securing those loans, and all rights against SageCrest II, LLC; and (c) Cash, which will be sufficient Cash to pay all Allowed Claims, including Administrative Claims, costs associated with the Administrative Trust, and United States Trustee fees, in full. Treatment of Claims The Administrative Trust will pay the Allowed Administrative Expense Claim Cash in an amount equal to the Claim on the Effective Date. All outstanding fees payable to the Office of the United States Trustee will be paid no later than 30 days after the Effective Date or when those fees come due in the ordinary course. Professional Fee Claims that are allowed by a Final Court Order will be paid pursuant to the Plan. The Claims and Equity Interests against the Debtor are classified as: Class 1: Priority Tax Claims, Class 2: Secured Claims, Class 3: General Unsecured Claims and Class 4: Interests. Each Holder of an Allowed Priority Tax Claim will receive, at the option of the Administrative Trustee, in full satisfaction of the Priority Tax Claim the amount of the unpaid Allowed Priority Tax Claim in Cash on or as soon as reasonably practicable after the later of (i) the Effective Date, and (ii) the date on which the Priority Tax Claim becomes Allowed. Prior to the Effective Date, the Debtor will have the right to prepay at any time any Allowed Priority Tax Claim without premium or penalty. Each Holder of an Allowed Class 2 Secured Claim will receive, in the discretion of the Administrative Trustee, in full satisfaction of the Claim: (a) Cash equal to the Allowed Secured Claim; (b) Reinstatement of the Allowed Secured Claim; (c) the Property securing the Secured Claim; or (d) other treatment on other terms and conditions as may be agreed upon by the parties. The holders of Class 3 Claims will be Trust Beneficiaries under the Administrative Trust Agreement. Unless a Holder of an Allowed Claim in Class 3 has been paid by the Debtor prior to the Effective Date or agrees to a less favorable treatment, each Holder of an Allowed Claim in Class 3 will receive an amount, in Cash, equal to the Allowed amount of those Claims in accordance with the Administrative Trust Agreement and the Trust Beneficiary Register. Class 4 consists of all Interests in the Debtor. Holders of Class 4 Interests will retain those Interests in the Debtor. All Cash necessary for the funding of the Administrative Trust in a sufficient amount to pay all Allowed Claims will be available through a Letter of Credit under the terms provided for in the Letter of Credit Agreement to the extent the cash is necessary to pay all creditors in full the Amount of their Allowed Claim, and pay all Administrative Claims, Administrative Trust costs and fees of the United States Trustee in full. On the Effective Date, the authority, power and incumbency of the persons then acting as directors and officers of the Debtor will remain in place. A copy of the Plan is available for free at: http://bankrupt.com/misc/ACGCredit_Plan_08262014.pdf About ACG Credit Company II New York-based ACG Credit Company II, LLC, filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Case No. 14-11500) on June 17, 2014. The Debtor estimated $10 million to $50 million in assets and $1 million to $10 million in liabilities. Ian Peck signed the petition as director. Gellert Scali Busenkell & Brown, LLC, serves as the Debtor's counsel. ACG Credit filed its Plan of Reorganization on Aug. 26, 2014. AIRCASTLE LIMITED: Moody's Hikes Sr. Unsecured Debt Rating to Ba2 ----------------------------------------------------------------- Moody's Investors Service upgraded Aircastle Limited's senior unsecured debt rating to Ba2 while affirming the company's Ba2 corporate family rating. Moody's also revised Aircastle's rating outlook to positive from stable. Ratings Rationale The upgrade of Aircastle's senior unsecured debt rating reflects growth in the company's unencumbered aircraft, reduced reliance on secured indebtedness, and improved asset coverage of the company's senior unsecured obligations. Aircastle's unencumbered flight equipment increased to $2.9 billion at September 30, 2014, or 55% of total leased aircraft, up from $2.7 billion (52%) at year-end 2013 and $2.1 billion (44%) at the end of 2012. Similarly, senior unsecured debt grew to 60% of Aircastle's total debt at September 30, 2014 from 58% at year end 2013 and 49% at year end 2012, reflecting a reduction in the firm's use of secured funding. At September quarter end, unencumbered aircraft provided 1.3x coverage (undiscounted) of Aircastle's $2.2 billion of senior unsecured debt, up modestly from 1.25x and 1.20x at December 31, 2013 and 2012, respectively. In Moody's view, the gradual transition of Aircastle's funding toward a greater proportion of senior unsecured debt has also improved the company's financial and operational flexibility. During 2014, Aircastle aggressively sold older aircraft in its fleet and invested in current-vintage, in-demand aircraft, resulting in improved fleet composition that also strengthens senior creditors' asset protection. Through September 30, 2014, Aircastle sold 36 aircraft with an average age of 17 years to unrelated parties and acquired seven newer wide-body and six mid-aged narrow-body aircraft that reduced the weighted average age of the company's fleet to 8.6 years from 9.9 years at year-end 2013 and 10.7 years at year-end 2012. Notwithstanding these improvements, Aircastle's fleet has higher risk characteristics compared to certain peers, including a higher average aircraft age and a higher percentage of wide-body aircraft and freighters. Moody's anticipates that Aircastle's aircraft investment and portfolio management strategies will further improve fleet composition, resulting in lower impairment risk and less volatile earnings. Meanwhile, Aircastle has generated relatively stable cash flows and maintained a strong liquidity position compared to its manageable debt maturity profile over the next two years. The change in Aircastle's rating outlook to positive is based on the company's improved aircraft portfolio composition, more flexible funding structure, and Moody's expectation that the company will produce less volatile earnings while maintaining moderate leverage. Aircastle's ratings also reflect the company's competitive mid-tier position within the aircraft leasing sector, its record of profitable operations, and its history investing in and managing mid-life commercial aircraft. The ratings also consider Aircastle's adherence to a moderate leverage strategy, with debt/equity measuring 2.2x at September 20, 2014. Ratings could improve if Aircastle achieves sustainably higher return on managed assets and further improves the risk profile of its fleet while maintaining acceptable leverage and liquidity levels. Rating could be downgraded if Aircrastle's profitability unexpectedly declines, leverage materially above 2.5x or the company's liquidity runway weakens. The following ratings were affected by the action: Corporate Family Rating: affirmed at Ba2 Senior unsecured rating: to Ba2 from Ba3 Senior unsecured shelf: to (P)Ba2 from (P)Ba3 Subordinate shelf: to (P)Ba3 from (P)B1 Preferred shelf -- non-cumulative: to (P)B2 from (P)B3 Preference shelf: to (P)B1 from (P)B2 Aircastle Limited is a commercial aircraft lessor headquartered in Stamford, CT, with a $5.3 billion portfolio of flight equipment and finance leases at September 30, 2014. The principal methodology used in these ratings was Finance Company Global Rating Methodology published in March 2012. ALCO STORES: Committee Drops Objection to Incentive Plan -------------------------------------------------------- The Official Committee of Unsecured Creditors in the Chapter 11 cases of ALCO Stores, Inc., et al., has withdrawn its objection to Debtors' motion to authorize and approve performance-based incentives for key employees. As a result, the U.S. Bankruptcy Court approved ALCO Stores' motion for an order authorizing and approving the performance-based incentives for key employees. As previously reported by the TCR, the incentive plan proposes to pay Alco's management and employees who would help the company conduct sales in each of its stores while it operates its business. Under the proposed plan, incentives will be provided to employees and those part of the company's management, including Chief Executive Officer Stan Latacha. They are entitled to share in a pool of funds equal to $220,500 upon consummation of all "store closing" sales. Meanwhile, the participants are entitled to share in a pool of funds equal to $700,000 once a "going concern" sale is consummated. Mr. Latacha will receive $293,450, according to court filings. To receive payments under the incentive plan, the participants are required to execute a general release of claims in favor of the company. The Committee, in its objection, stated that the Debtors sought approval of a bonus plan that is designed to richly compensate Stanley B. Latacha, as interim CEO of the Debtors, in addition to providing smaller payments to certain of the Debtors' other employees. Under the Bonus Plan, Mr. Latacha would receive up to $95,000, partially payable immediately upon approval of the motion and subsequently payable upon the accomplishment of self-executing and easily achievable sales metrics. The Committee is represented by: Jay R. Indyke, Esq. Jeffrey L. Cohen, Esq. Seth Van Aalten, Esq. COOLEY LLP 1114 Avenue of the Americas New York, NY 10036 Tel: (212) 479-6000 Fax: (212) 479-6275 E-mail: jindyke@cooley.com jcohen@cooley.com svanaalten@cooley.com Judith W. Ross, Esq. Neil J. Orleans, Esq. LAW OFFICES OF JUDITH W. ROSS 700 N. Pearl Street, Suite 1610 Dallas, TX 75201 Tel: (214) 377-7879 Fax: (214) 377-9409 E-mail: Judith.ross@judithwross.com Neil.orleans@judithwross.com About ALCO Stores ALCO Stores, Inc., operates 198 stores in 23 states throughout the central United States. Alco offers 35,000 items at its stores, which are located at smaller markets usually not served by other regional or national broad line retail chains. The company was founded in 1901 as a general merchandising operation in Abilene, Kansas. ALCO is a public company, and its common stock is quoted on the NASDAQ National Market tier of the NASDAQ Stock Market under the ticker symbol "ALCS." ALCO Stores and ALCO Holdings LLC sought Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Lead Case No. 14-34941) in Dallas, Texas, on Oct. 12, 2014, with plans to let liquidators conduct store closing sales or sell the business to a going-concern buyer. Judge Stacey G. Jernigan presides over the Chapter 11 cases. The Debtors have DLA Piper LLP (US) as counsel, Houlihan Lokey Capital, Inc., as financial advisor, and Prime Clerk LLC as claims and noticing agent. Michael Moore has been named consultant to the Debtors. As of July 2014, ALCO Stores had assets totaling $222 million and liabilities totaling $162 million. The bulk of the liabilities was total debt outstanding under a credit facility with Wells Fargo Bank, National Association, of which the aggregate outstanding was $104.2 million as of the Petition Date. The U.S. Trustee for Region 6 appointed seven creditors to serve in the official committee of unsecured creditors of ALCO Stores, Inc. The Law Office of Judith W. Ross serve as local counsel to the Committee. ALCO STORES: Sells Real Estate and Lease Rights ----------------------------------------------- Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that Alco Stores Inc., the discount retailer that began going-out-of-business sales in November, received court approval to sell some of its real estate along with store leases. According to the report, for $5.35 million cash, subject to adjustment, ShopKo Stores Operating Co. got properties in Tioga, North Dakota, and Sidney, Montana, as well as so-called designation right to 27 store leases. The purchase price can include as much as an additional $864,000, plus the assumption of other obligations, the report related. Moreover, the report said Alco also got approval to sell its distribution center in Abilene, Kansas, to Orscheln Supply LLC for $3 million; a property in Moab, Utah, to an affiliate of Cocca Development Ltd. for approximately $1.4 million; and a property in Truth or Consequences, New Mexico, to a TWR Company affiliate for $300,000. Furthermore, the court also approved the takeover of 12 Alco store leases by Bomgaars Supply Inc. for a total of $2.4 million as well as the takeover of a Watford City, North Dakota, lease by Home of Economy Inc. for $750,000. About ALCO Stores ALCO Stores, Inc., operates 198 stores in 23 states throughout the central United States. Alco offers 35,000 items at its stores, which are located at smaller markets usually not served by other regional or national broad line retail chains. The company was founded in 1901 as a general merchandising operation in Abilene, Kansas. ALCO is a public company, and its common stock is quoted on the NASDAQ National Market tier of the NASDAQ Stock Market under the ticker symbol "ALCS." ALCO Stores and ALCO Holdings LLC sought Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Lead Case No. 14-34941) in Dallas, Texas, on Oct. 12, 2014, with plans to let liquidators conduct store closing sales or sell the business to a going-concern buyer. Judge Stacey G. Jernigan presides over the Chapter 11 cases. The Debtors have DLA Piper LLP (US) as counsel, Houlihan Lokey Capital, Inc., as financial advisor, and Prime Clerk LLC as claims and noticing agent. Michael Moore has been named consultant to the Debtors. As of July 2014, ALCO Stores had assets totaling $222 million and liabilities totaling $162 million. The bulk of the liabilities was total debt outstanding under a credit facility with Wells Fargo Bank, National Association, of which the aggregate outstanding was $104.2 million as of the Petition Date. The U.S. Trustee for Region 6 appointed seven creditors to serve in the official committee of unsecured creditors of ALCO Stores, Inc. The Law Office of Judith W. Ross serve as local counsel to the Committee. AMERLINK LTD: Bank. Court Won't Halt "Newton" & "Diorio" Actions ---------------------------------------------------------------- In the case, JOHN M. BARTH, Plaintiff, v. RICHARD SPOOR, Defendant, Adv. Proc. No. 14-00145-8-RDD (E.D.N.C.), which is related to the Chapter 7 bankruptcy case of AmerLink Ltd., Bankruptcy Judge Randy D. Doub ruled on: -- the Motion to Dismiss filed by defendant Richard Spoor, founder of AmerLink, and who, at various times, was the CEO, Treasurer, Chairman of the Board and majority shareholder of AmerLink; -- the response of John M. Barth in opposition to the Motion to Dismiss. Mr. Barth's son, John Jr., became President and CEO of AmerLink in 2006; -- the Motion for Injunctive Relief Barring Vexatious Litigation and the Memorandum in Support of Motion for Injunctive Relief filed by Barth. The Complaint sought a declaratory judgment and injunctive relief not only against Spoor in a state court action (Spoor v. Barth, 11 CVS 15178) but against two other classes of plaintiffs in Newton (Newton v. Barth, 14 CVS 6788) and Diorio (Diorio Forest Products, Inc. v. Barth 14 CVS 10215) to which Spoor is not a party. However, those classes of plaintiffs were not joined in this adversary proceeding. In his December 19, 2014 Order, a copy of which is available at http://is.gd/o7QdL4from Leagle.com, Judge Doub held that any judgment by the Court affecting the litigation in which these classes are parties would impair or impede the classes' ability to protect their interest. The Court cannot grant complete relief among the existing parties in the adversary proceeding. Spoor does not adequately represent the interests of the Newton and Diorio classes, and is further not a plaintiff in either of those proceedings. "This Court finds that the parties in Newton and Diorio are necessary parties and therefore this Court cannot enter a final judgment affecting the parties' rights in their absence," Judge Doub said. "Therefore, the Motion for Injunctive Relief Barring Vexatious Litigation is denied. The Motion to Dismiss filed by the Defendant, Richard Spoor is granted. The adversary proceeding is dismissed." AmerLink filed a voluntary Chapter 11 bankruptcy petition (Bankr. E.D.N.C. Case No. 09-01055-8-RDD) on February 11, 2009. On November 23, 2009, the Bankruptcy Court entered an order converting the Debtor's Chapter 11 case to a case under Chapter 7. Steven L. Beaman was appointed Chapter 11 Trustee in the case, and became the Chapter 7 Trustee upon conversion of the case. BAYOU SHORES: Florida Nursing Home Emerges From Bankruptcy ---------------------------------------------------------- Katy Stech, writing for Daily Bankruptcy Review, reported that the Rehabilitation Center of St. Petersburg nursing home has emerged from bankruptcy -- despite protests from Medicare officials -- after a bankruptcy judge agreed it fixed record-keeping and patient care problems. According to the report, the Florida facility told a bankruptcy judge that it has repaid all of its debts and plans to continue caring for its roughly 110 patients after emerging from Chapter 11 protection on Jan. 9. About Bayou Shores Bayou Shores SNF LLC, c/o Rehabilitation Center of St. Petersburg, filed for Chapter 11 bankruptcy (Bankr. M.D. Fla. Case No. 14-09521) on Aug. 15, 2014, in Tampa. Elizabeth A Green, Esq., at Baker & Hostetler LLP, serves as the Debtor's counsel. In its petition, the Debtor estimated assets and liabilities of $1 million to $10 million. The petition was signed by Tzvi Bogomilsky, managing member. BIOLITEC INC: 2nd Cir. Dismisses Appeal, Parent Can't Intervene --------------------------------------------------------------- The U.S. Court of Appeals for the Second Circuit: -- dismissed an appeal involving Biolitec, Inc. and AngioDynamics, Inc., and -- denied the request of non-party Biolitec F.Z., LLC to be substituted for or joined with Biolitec Inc. as a party-appellant. Biolitec Inc. and AngioDynamics opposed the motion and stipulated to withdraw the appeal without costs and without attorneys' fee. In January 2008, AngioDynamics commenced a diversity action against Biolitec, alleging that Biolitec failed to fulfill its contractual obligation to defend or indemnify AngioDynamics for litigation expenses and losses resulting from AngioDynamics's distribution of Biolitec's products. In response, Biolitec filed four counterclaims seeking to recoup litigation expenses it claimed to have incurred to defend AngioDynamics in underlying litigation and that were not covered by a distribution contract. In September 2012, the United States District Court for the Northern District of New York (Lawrence E. Kahn, J.) granted partial judgment to AngioDynamics and certified the judgment for immediate appeal pursuant to Federal Rule of Civil Procedure 54(b). Biolitec timely appealed. On January 22, 2013, during the pendency of this appeal, Biolitec filed a Chapter 11 bankruptcy petition in the United States Bankruptcy Court for the District of New Jersey. Although this appeal was initially stayed due to the automatic stay imposed by the bankruptcy court pursuant to 11 U.S.C. Sec. 362, the bankruptcy court later modified that stay to permit the appeal to proceed. The bankruptcy court also allowed the continuation of two other actions brought against Biolitec and several other defendants, including Wolfgang Neuberger, who owned or managed Biolitec and several related firms. In July 2013, the parties requested to stay this appeal once again because AngioDynamics had executed a settlement agreement with Biolitec's bankruptcy trustee that, upon its acceptance by the bankruptcy court, would settle the bankruptcy action and withdraw this appeal. Later that month, AngioDynamics and Biolitec stipulated to withdraw this appeal without prejudice to reinstatement upon the filing of written notice. The same day the parties filed their stipulation, Biolitec FZ, Biolitec's corporate parent located in the United Arab Emirates, moved in the Second Circuit to be substituted for or joined with Biolitec. Biolitec FZ claimed that on January 21, 2013 (the day before Biolitec filed its bankruptcy petition), it had received a 75% interest in two of Biolitec's counterclaims in exchange for $200,000 given to Biolitec's corporate parent to cover Biolitec's legal fees in the New Jersey bankruptcy action. Attached to its motion, Biolitec FZ included an unnotarized assignment agreement purportedly executed by Neuberger on behalf of both Biolitec and Biolitec FZ. AngioDynamics said substitution is not permitted in circumstances when an original party has voluntarily chosen to stop litigating. It also pointed out that the January 2013 assignment of Biolitec's counterclaims to Biolitec FZ was an "illegal contract" that violated both the bankruptcy court's automatic stay and a preliminary injunction imposed by the District Court for the District of Massachusetts in related litigation. AngioDynamics asserted that the Massachusetts injunction barred Biolitec, as a defendant in that action, from transferring any interest it may have in any property, except in certain circumstances. Biolitec FZ said its receipt of an interest in this appeal, coupled with Biolitec's desire to withdraw, were sufficient to permit substitution. As to the validity of the January 2013 assignment, Biolitec FZ asserted that: (1) it had sought vacatur of the contempt order and preliminary injunction; (2) the assignment occurred before the bankruptcy petition was filed; and (3) the proper fora for litigating issues related to the preliminary injunction and bankruptcy stay were the courts from which those orders issued. The appellate case is, AngioDynamics, Inc., Plaintiff-Appellee, v. Biolitec, Inc., Defendant-Counter-Claimant-Counter-Defendant-Appellant, v. Biolitec FZ, Movant, Docket No. 12-4364-CV (2nd Cir.). A copy of the Second Circuit's January 9, 2015 per curiam decision is available at http://is.gd/xsyHFsfrom Leagle.com. AngioDynamics, Inc., is represented by: William Edward Reynolds, Esq. BOND, SCHOENECK & KING, PLLC 22 Corporate Woods, 5th Floor Albany, NY 12211-2503 Tel: (518) 533-3000 Fax: (518) 533-3299 E-mail: wreynolds@bsk.com Biolitec, Inc., is represented by: David Merrill Posner, Esq. OTTERBOURG, STEINDLER, HOUSTON & ROSEN, P.C. 230 Park Avenue New York, NY 10169-0075 Tel: 212-661-9100 Fax: 212-682-6104 E-mail: dposner@otterbourg.com Biolitec FZ is represented by: Edward Griffith, Esq. BOLATTI & GRIFFITH LLP 45 Broadway # 2200 New York, NY 10006 Tel: (212) 363-3780 About Biolitec Inc. Biolitec, Inc., is a member of the Biolitec Group, a multinational group of affiliated companies that is a global market leader in the manufacture and distribution of fiber optic devices and products such as medical lasers and fibers, photo-pharmaceuticals and industrial fiber optics. Biolitec AG, a German public company listed on the highly regulated Prime Standard segment of the Frankfurt stock exchange, is the ultimate parent of the Debtor. Biolitec, Inc., filed a Chapter 11 petition (Bankr. D.N.J. Case No. 13-11157) on Jan. 22, 2013, to stop competitor AngioDynamics Inc. from collecting $23 million it won in a breach of contract lawsuit. Brian K. Foley signed the petition as chief operating officer. In its schedules, the Debtor listed $8,986,073 in assets and $46,286,763 in liabilities. BODY CENTRAL: Closes 265 Stores, Will Liquidate Under State Law --------------------------------------------------------------- Sara Randazzo, writing for Daily Bankruptcy Review, reported that Body Central Corp. is closing its chain of 265 clothing stores and is terminating 2,500 employees, the company said, marking the latest blow to the women's retail sector. According to the DBR report, the Jacksonville, Fla.-based company will liquidate through a state-court procedure called an "assignment for the benefit of creditors," which puts the company into the hands of an adviser who will work to pay off its debts. As previously reported by The Troubled Company Reporter, Body Central on Jan. 7 disclosed that it is experiencing significant liquidity challenges and has taken several steps to identify and evaluate potential strategic and financial alternatives. These alternatives may include and are not limited to the possibility of a Chapter 11 bankruptcy filing or an insolvency proceeding. The Company is working with professional advisors to assist with the evaluation of the situation, the potential alternatives and related matters. About Body Central Corp. Founded in 1972, Body Central Corp. -- http://www.bodycentral.com/ -- is a multi-channel, specialty retailer offering on trend, quality apparel and accessories at value prices. As of January 6, 2015, the Company operated 265 specialty apparel stores in 28 states under the Body Central and Body Shop banners, as well as a direct business comprised of a Body Central catalog and an e-commerce website at www.bodycentral.com The Company targets women in their late teens to mid-thirties from diverse cultural backgrounds who seek the latest fashions and a flattering fit. The Company's stores feature an assortment of tops, dresses, bottoms, jewelry, accessories and shoes sold primarily under the Company's exclusive Body Central(R), SexyStretch(R) and Lipstick Lingerie(R) labels. CAESARS ENTERTAINMENT: Amends Proposed Restructuring Term Sheet --------------------------------------------------------------- Caesars Entertainment Corporation and Caesars Entertainment Operating Company, Inc., a majority owned subsidiary of CEC, on Jan. 5, 2015, announced a proposed amended and restated term sheet to the Amended and Restated Restructuring Support and Forbearance Agreement, dated as of Dec. 31, 2014, with the Consenting Creditors, which was previously filed by CEC and CEOC on their Current Reports on Form 8-K, filed with the U.S. Securities and Exchange Commission on Dec. 31, 2014. The Term Sheet Amendment is subject to consent by certain of the Consenting Creditors. Pursuant to the Term Sheet Amendment, CEC would agree to pay all holders of claims in respect of CEOC's 11.25% senior secured notes due 2017, CEOC's 8.5% senior secured notes due 2020 and CEOC's 9% senior secured notes due 2020 that sign the RSA and become Consenting Creditors on or prior to Jan. 12, 2015, at 5:00 p.m., New York City time, for forbearing from exercising their default-related rights and remedies, a fee in an amount equal to: (i) 1.625% of the First Lien Bond Claims held by such Consenting Creditors paid at the earlier of the date when (A) holders of 66.66% of the obligations under the First Lien Notes and obligations of CEOC under its credit agreement sign the RSA (or, in respect of the First Lien Bank Obligations, a similar restructuring support and forbearance agreement agreeable to CEOC and CEC) and (B) the bankruptcy court, in which chapter 11 cases regarding the restructuring of CEOC are commenced, enters an order approving the disclosure statement; and (ii) 1.625% of the First Lien Bond Claims held by those Consenting Creditors, paid when the restructuring closes. In addition, the Term Sheet Amendment would decrease the cash amount of the recovery to the holders of the First Lien Notes from $413 million to $207 million. No assurances can be made that CEC and CEOC will receive the consents required to effectuate the Term Sheet Amendment. 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, $28.2 billion in total liabilities and a $3.71 billion total deficit. * * * In December 2014, Fitch Ratings downgraded the issuer default rating of Caesars Entertainment Operating Company, Inc. ("CEOC") to 'C' from 'CC'; Moody's cut the ratings of CEOC, including the corporate family rating, to 'Ca' from 'Caa3'; and Standard & Poor's lowered its corporate credit rating to 'D' from 'CCC-' on CEOC. The downgrades reflect CEOC's missed $223 million interest payment to the holders of the 10% second lien notes that was due Dec. 15, 2014. CAESARS ENTERTAINMENT: Appaloosa et al. File Involuntary Bankr. --------------------------------------------------------------- Hedge funds holding roughly $14 million in claims, filed an involuntary Chapter 11 bankruptcy petition against Caesars Entertainment Operating Company, Inc., in U.S. Bankruptcy Court in Wilmington, Delaware. CEOC operates hotel and casino properties that are part of the "Caesars" resort and gaming empire. The hedge funds hold 10% second lien notes in the company. Appaloosa Investment Limited Partnership I holds $13,109,250 of the notes; OCM Opportunities Fund VI, L.P., holds $18,239,186 of the notes; and Special Value Expansion Fund holds $9,734,458 of the notes. The bondholders are represented by Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor, LLP. Last week, Caesars Entertainment Corporation and subsidiary CEOC announced that holders of more than 60% of claims in respect of CEOC's 11.25% senior secured notes due 2017, CEOC's 8.5% senior secured notes due 2020 and CEOC's 9% senior secured notes due 2020 have signed the Amended and Restated Restructuring Support and Forbearance Agreement, dated as of Dec. 31, 2014, among Caesars Entertainment, CEOC and the Consenting Creditors. As a result, the RSA became effective pursuant to its terms as of Jan. 9, 2015. 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, $28.2 billion in total liabilities and a $3.71 billion total deficit. * * * In December 2014, Fitch Ratings downgraded the issuer default rating of Caesars Entertainment Operating Company, Inc. ("CEOC") to 'C' from 'CC'; Moody's cut the ratings of CEOC, including the corporate family rating, to 'Ca' from 'Caa3'; and Standard & Poor's lowered its corporate credit rating to 'D' from 'CCC-' on CEOC. The downgrades reflect CEOC's missed $223 million interest payment to the holders of the 10% second lien notes that was due Dec. 15, 2014. CAESARS ENTERTAINMENT: Opco Involuntary Chapter 11 Case Summary --------------------------------------------------------------- Alleged Debtor: Caesars Entertainment Operating Company, Inc. One Caesars Palace Drive Las Vegas, NV 89109 Case Number: 15-10047 Type of Business: The Debtor operates hotel and casino properties that are part of the "Caesars" resort and gaming empire. Involuntary Chapter 11 Petition Date: January 12, 2015 Court: United States Bankruptcy Court District of Delaware (Delaware) Judge: Hon. Kevin Gross Petitioners' Counsel: Robert S. Brady, Esq. YOUNG, CONAWAY, STARGATT & TAYLOR, LLP 1000 North King Street Wilmington, DE 19801 Tel: 302-571-6600 Fax: 302-571-1253 Email: bankfilings@ycst.com Alleged Debtor's petitioners: Petitioners Nature of Claim Claim Amount ----------- --------------- ------------ Appaloosa Investment Limited 10% Second Lien $13,109,250 Partnership I Notes James E. Bolin, 51 John F Kennedy Pkwy Short Hills, NJ 07078 OCM Opportunities Fund VI, L.P 10% Second Lien $18,239,186 Ken Liang, Jordan Mikes Notes 333 S. Grand Ave. Los Angeles, CA 90071 Special Value Expansion Fund 10% Second Lien $9,734,458 David Hollander Notes 2951 28th Street #1000 Santa Monica, CA 90405 CAMBRIDGE ACADEMY: Fitch Affirms BB- Rating on $8.2MM 2010 Bonds ---------------------------------------------------------------- Fitch Ratings has affirmed the 'BB-' rating on the $8.2 million charter school revenue bonds, series 2010, issued by the Industrial Development Authority of the County of Pima, Arizona on behalf of Cambridge Academy East (CAE). The Rating Outlook is Stable. SECURITY The bonds are a general obligation of CAE, secured by a first mortgage on the financed facilities and a cash-funded debt service reserve sized to transaction maximum annual debt service (TMADS). There is an intercept mechanism in place directing state funding disbursements to the trustee to cover debt service on the bonds before monies are released to the school for operations. KEY RATING DRIVERS FINANCIAL PERFORMANCE IMPROVEMENT SUSTAINED: CAE's operating margin improved for a third consecutive year, turning positive in fiscal 2014 following three consecutive years of operating deficits, albeit based on a small revenue base. Improvement was primarily due to increased state per pupil funding and ongoing expense management. CAE's very thin balance sheet cushion and high debt burden continue to counterbalance the school's improved performance. ENROLLMENT VOLATILITY BUT ACADEMIC IMPROVEMENT: CAE's Mesa and Queen Creek campuses continue to experience enrollment declines resulting in part from increased competition from neighboring charter and district schools and the Mesa campus eliminating seventh and eighth grades in the 2013-2014 academic year. However, student academic performance improved at both campuses in 2014, with both campuses receiving accountability grades of 'A' by the Arizona state board of education. WEAK FINANCIAL CUSHION: Characteristic of most charter schools rated by Fitch, CAE's balance sheet resources remain limited and provide only a very thin cushion relative to operating expenses and outstanding debt. HIGH DEBT BURDEN: CAE's high debt burden is reflected by TMADS consuming 17.7% of fiscal 2014 operating revenue. Its debt to net income ratio, which measures the number of years of cash flow needed to repay outstanding principal was also high, but improved to 7.3 years from 10.2 in fiscal 2013. Moreover, the school was able to cover TMADS from operations for the past two fiscal years (1.6x in fiscal 2014), although debt manageability could be stressed going forward if enrollment declines persist. RATING SENSITIVITIES ABILITY TO STABILIZE ENROLLMENT: Given CAE's sector standard high reliance on per pupil funding for operating support, its inability to stem recent enrollment declines and increase enrollment to near previous levels, will likely stress operations and cause negative rating pressure. CHARTER RELATED CONCERNS: A limited financial cushion; substantial reliance on enrollment-driven per pupil funding; and charter renewal risk are credit concerns common among all charter schools that, if pressured, could negatively impact the rating. CREDIT PROFILE Founded by a family of educators, CAE is a charter school serving grades K-8. Originally chartered in 2002, CAE is in year 13 of its initial 15-year charter. The school began operations in 1999 and currently operates two campuses, Mesa currently serving grades K-6 and Queen Creek currently serving grades K-8, both situated in Maricopa County, Arizona. Fitch continues to view CAE's highly interconnected board and administrative structure as less than ideal. Close ties maintained between the board, senior management, and the founding family, constitute a governance structure inconsistent with the demonstrated independence typically expected by Fitch. However, CAE's management team remains committed and effective, despite it and the board maintaining multiple inter-related business and family ties. OPERATING MARGIN IMPROVEMENT SUSTAINED Following three consecutive years of operating deficits (2011-2013), CAE's operating margin improved markedly to positive 5.7% in fiscal 2014 from negative 5.3% in fiscal 2013. Tempering this strong result is CAE's small revenue base, with just $3.7 million in operating revenue for fiscal 2014. Margin improvement was expected at the time of Fitch's last review as a result of improved state funding and ongoing expense management, including salary cuts and freezes. Typical of most charter schools, revenue flexibility is very limited with about 90% of CAE's operating revenues derived from state funding. Favorably, the funding environment improved slightly in Arizona over the past two years. State per pupil funding improved in fiscal 2014 to a base level of $3,327 per student with additional assistance of $1,684 for K-8. For fiscal 2015, the base level improved slightly again to $3,373 per student, with additional assistance of $1,708. While the school's fiscal 2015 budget shows a slight drop in revenue compared to the prior year's budget due to lower enrollment, expenses are down by a similar amount. Rating stability will depend on CAE's ability to maintain breakeven to positive operating results, while trying to stabilize enrollment and continuing to control costs. Failure to stabilize and/or grow enrollment could stress operations and result in negative rating pressure. ENROLLMENT VOLATILITY PERSISTS CAE has experienced ongoing enrollment pressure in recent years. Concerns, however, are partially offset by improved academic performance and management's successful ability to date to manage expenses accordingly. For 2014, the Mesa campus retained its state accountability grade of 'A', with an overall score of 78 (up from 70 in 2013). The Queen Creek campus was upgraded to 'A' from 'B' following implementation of a turnaround plan, with its score improving to 87.5 from 68.8 in 2013. Both campuses met their annual measurable objectives, which are used to measure school performance Average daily membership (ADM) fell again in the 2014-2015 school year, with 468 students presently enrolled at CAE's two campuses; 203 at Mesa and 265 at Queen Creek. ADM totaled 538 students at the 100th day count the prior year and 559 the year before that. Management attributes recent enrollment declines to increased competition, including the addition of new charters schools, as well as the Queen Creek Unified School District receiving a high ranking from the state in 2013. That followed CAE's Queen Creek campus receiving a 'B' rating from the state in 2013, which likely impacted demand. However, as mentioned above, that campus was upgraded to 'A' in 2014 and management advised they are receiving renewed interest in the school. As discussed above, competition exists from other charter schools, but Mesa (and now Queen Creek again) remain highly rated by the state as measured by academic performance and parent satisfaction surveys, which should help the campuses to maintain and/or restore some level of demand despite a competitive environment. Fitch will continue to monitor CAE's enrollment and demand trends, noting that further enrollment declines could stress operating performance and lead to negative rating action. WEAK LIQUIDITY AND HIGH DEBT BURDEN CAE's balance sheet liquidity, while slightly improved, remains limited and provides a very thin financial cushion relative to operating expense and debt. Available funds, or cash and cash equivalents not permanently restricted, grew to $502,000 as of June 30, 2014 from $292,000 as of June 30, 2013, but still only covered fiscal 2014 operating expenses ($3.5 million) and outstanding debt ($8.1 million) by a low 14.3% and 6.7%, respectively. The series 2010 bonds and a small capital lease (approximately $48,000) are the school's only debt outstanding. Its debt burden remains high, with TMADS of about $660,000 representing 17.7% of fiscal 2014 operating revenues. However, the debt burden is slightly improved from prior years and is partially offset by CAE's recent ability to cover TMADS from operations. Coverage exceeded 1x for the past two years at 1.1x and 1.6x in fiscal years 2013 and 2014, respectively. Pro forma debt to net available income was moderately high at 7.3x in fiscal 2014 but also better than in prior years as fiscal 2014 operating results improved. Moreover, CAE has no material capital needs or additional borrowing plans for either campus, which is viewed positively as Fitch does not believe CAE has any additional debt capacity. As mentioned above, rating stability is predicated on CAE maintaining recent financial performance improvement, while trying to stabilizing enrollment and continuing to control costs. CASH STORE: Issues No-Action Letter on Nat'l Money Mart Deal ------------------------------------------------------------ The Cash Store Financial Services Inc. on Jan. 9 disclosed that the Canadian Competition Bureau has issued a No-Action Letter regarding the binding agreement for Cash Store Financial to sell a portion of its business and assets to National Money Mart Company, as announced on Oct. 9, 2014. This satisfies one of the conditions to closing the Agreement. The current expectation remains that the Transaction will be completed in early 2015, following satisfaction of certain customary closing conditions. Cash Store Financial will continue to provide updates as the Transaction is finalized. In the interim, the Company will continue to operate its business as usual. Further details regarding the Transaction, along with other details regarding the Company's Companies' Creditors Arrangement Act proceedings, are available on the Monitor's website at http://cfcanada.fticonsulting.com/cashstorefinancialCash Store Financial will continue to provide updates on its restructuring as matters advance. About Cash Store Financial Cash Store Financial and Instaloans primarily act as lenders to facilitate short-term advances and provide other financial services to income-earning consumers who may not be able to obtain them from traditional banks. Cash Store Financial also provides private-label debit cards. Cash Store Financial is not affiliated with Cottonwood Financial Ltd. or the outlets Cottonwood Financial Ltd. operates in the United States under the name "Cash Store". Cash Store Financial does not do business under the name "Cash Store" in the United States and does not own or provide any consumer lending services in the United States. Cash Store Financial reported a net loss and comprehensive loss of C$35.5 million for the year ended Sept. 30, 2013, as compared with a net loss and comprehensive loss of C$43.5 million for the year ended Sept. 30, 2012. As of Sept. 30, 2013, the Company had C$165 million in total assets, C$166 million in liabilities, and a C$1.32 million shareholders' deficit. CENTENE CORP: Moody's Maintains Ba2 Sr. Unsecured Debt Rating ------------------------------------------------------------- Moody's Investors Service has maintained the Ba2 senior unsecured debt rating of Centene Corporation's (Centene, NYSE:CNC) senior notes following a $200 million add-on to the $300 million debt issuance of April 2014. The debt issuance is a draw on the company's shelf registration, which it filed in May 2014. Centene intends to use the net proceeds to repay amounts outstanding under their revolving credit facility, to pay related fees and expenses and for general corporate purposes. The outlook on the rating is stable. Rating Rationale Moody's notes that with the additional debt net of the expected repayment of outstanding debt under the existing revolver, Centene's financial leverage (debt to capital) is expected to increase to approximately 36.3% from 34.9% as of September 30, 2014. Adjusted financial leverage (debt to capital where debt includes operating leases) is expected to increase to approximately 40.2% from 39.0%, which remains in line with Moody's expectation for the company's current rating level. Moody's Ba2 senior debt rating for Centene is based primarily on the company's concentration in the Medicaid market, acquisitive nature, and moderate level of financial leverage, offset by its multi-state presence, expansion into other healthcare product opportunities, relatively stable financial profile and adequate capitalization. The rating also reflects concerns with respect to the level of reimbursements to Medicaid managed care companies as states fall under budgetary and political pressures. According to the rating agency, while rate increases have been under pressure over the last several years, it appears that states have adhered to actuarial valuations in determining reimbursement levels, including covering the industry fee insurance companies are required to pay under the Affordable Care Act. In addition, the healthcare reform legislation, which has increased the number of persons eligible for Medicaid, has increased interest among states in Medicaid managed care options, providing growth opportunities for Centene. Moody's said that Centene's ratings could be upgraded if: 1) EBITDA margins approach 4% on a consistent basis, 2) financial leverage (debt to capital) is reduced to or below 30%, and 3) the company successfully expands into other product segments resulting in increased revenue and earnings diversity. Moody's added that on the other hand, the following could result in a rating downgrade: 1) loss or impairment of one or more additional Medicaid contracts, 2), a loss or penalty associated with the exit from the Kentucky Medicaid contract in excess of 15% of shareholders' equity, 3) EBITDA interest coverage falling below 6x, or 4) Debt to EBITDA ratio increasing above 3x. The principal methodology used in rating Centene was for U.S. Health Insurance Companies published in October 2014. Centene Corporation is headquartered in St. Louis, Missouri. For the first nine months of 2014 the company reported total revenues of $11.8 billion with managed care membership as of September 30, 2014 of approximately 3.7 million. As of September 30, 2014 the company reported shareholders' equity of approximately $1.6 billion. CENTRAL OKLAHOMA: Files Plan of Reorganization ---------------------------------------------- Central Oklahoma United Methodist Retirement Facility, Inc., has filed a Plan of Reorganization dated Dec. 22, 2015, that provides that: (a) On the Distribution Date, from cash on hand, the Reorganized Debtor will (i) make all payments and other distributions then due under the terms of this Plan to Holders of Administrative Claims, Tax Claims, Priority Claims (Class 1), Administrative Convenience Claims (Class 4), and Key Creditor Claims (Class 5); and (ii) reserve such funds as are required for Contested Claims by Section 8.04(b) of the Plan. (b) As and when due under the terms of the underlying credit agreements, the Reorganized Debtor will make, and continue to make, all payments and other distributions due to Holders of the Indenture Claim (Class 2) and Other Secured Claims (Class 3) in accordance with their treatment under this Plan; (c) On or before the Effective Date, Epworth Villa will complete the surrender of collateral, if so elected by it, as alternative treatment for the Holders of Other Secured Claims (Class 3); (d) On the Effective Date, the automatic stay and/or discharge injunction of Sections 362 and/or 524(a) of the Bankruptcy Code will be deemed modified as provided in Section 4.06 in favor of Holders of Insured Claims (Class 6); (e) On the Effective Date, the Litigation Trust will be established for the benefit of all Holders of Penalty Claims (Class 7) and Other Unsecured Claims (Class 8); and (f) Effective as of the Effective Date, all Interests (Class 9) will be deemed cancelled and forfeited. A copy of the Reorganization Plan is available for free at: http://is.gd/R1OaZZ About Central Oklahoma United Methodist Central Oklahoma United Methodist Retirement Facility, Inc., dba Epworth Villa, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Okla. Case No. 14-12995) on July 18, 2014. The case is before Judge Sarah A. Hall. The Debtor's counsel is Brandon Craig Bickle, Esq., Sidney K. Swinson, Esq., and Mark D.G. Sanders, Esq., at Gable & Gotwals, P.C., in Tulsa, Oklahoma; and G. Blaine Schwabe, III, Esq., at Gable & Gotwals, P.C., in Oklahoma City, Oklahoma. The Debtor reported $118 million in assets, and $108 million in liabilities. CENTRAL OKLAHOMA: Wants Plan Outline Deadline Extended to Feb. 15 ----------------------------------------------------------------- Central Oklahoma United Methodist Retirement Facility, Inc., dba Epworth Villa, requests that it be permitted to delay the filing of a disclosure statement that will accompany its Plan to a date not later than the date on which its exclusive period expires - presently Feb. 15, 2015. Given the extraordinary circumstances of the case, and the unique creditor constituencies involved, Epworth Villa believes that the best interests of all parties will be served by its proposal of a plan of reorganization, with an ensuing period of time in which interested parties shall have an opportunity to discuss the Plan, or modifications thereto -- all with the goal of a prompt and efficient non-adversarial resolution of this case. If Epworth Villa is required to undertake the significant expense of preparing a disclosure statement with a view toward a contested prosecution thereof (and of the Plan) in a relatively compressed time-frame, valuable estate resources may be squandered, and optimal conditions for consensual case resolution may not be achieved. About Central Oklahoma United Methodist Central Oklahoma United Methodist Retirement Facility, Inc., dba Epworth Villa, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Okla. Case No. 14-12995) on July 18, 2014. The case is before Judge Sarah A. Hall. The Debtor's counsel is Brandon Craig Bickle, Esq., Sidney K. Swinson, Esq., and Mark D.G. Sanders, Esq., at Gable & Gotwals, P.C., in Tulsa, Oklahoma; and G. Blaine Schwabe, III, Esq., at Gable & Gotwals, P.C., in Oklahoma City, Oklahoma. The Debtor reported $118 million in total assets, and $108 million in total liabilities. CHINOOK USA: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Chinook USA, LLC 9509 US Highway 42, Ste. 106 Prospect, KY 40059 Case No.: 15-30057 Chapter 11 Petition Date: January 9, 2015 Court: United States Bankruptcy Court Western District of Kentucky (Louisville) Judge: Hon. Alan C. Stout Debtor's Counsel: David M. Cantor, Esq. SEILLER WATERMAN LLC 462 S. 4th Street, Ste 2200 Louisville, KY 40202 Tel: 584-7400 Email: cantor@derbycitylaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Sheri Radler, CFO. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/kywb15-30057.pdf CITGO PETROLEUM: Fitch Cuts IDR to B & Alters Outlook to Stable --------------------------------------------------------------- Fitch Ratings has downgraded the Issuer Default Ratings (IDR) for CITGO Petroleum Corporation (CITGO) to 'B' from 'BB-' and has downgraded the company's senior secured ratings (including the revolver, term loans, and fixed-rate industrial revenue bonds [IRBs]) from 'BB+' to 'BB/RR1.' The Rating Outlook has been revised to Stable from Negative. The main catalyst for the downgrade at the CITGO level is the downgrade of CITGO's ultimate parent Venezuelan National Oil Company Petroleos de Venezuela (PDVSA) from 'B' to 'CCC' at the end of December. Approximately $1.7 billion in debt (including capitalized leases) is affected by today's rating action. KEY RATINGS DRIVERS CITGO's ratings are supported by the scale and quality of the company's refining assets, with three high-complexity refineries consisting of approximately 749,000 barrels per day (bpd) of refining capacity on the Gulf Coast and Midcontinent; significant access to price-advantaged Canadian and U.S. shale crudes, resulting in strong financial performance and free cash flow (FCF) before dividends; export capability out of the Gulf that allows it to access higher growth markets abroad; and strong covenant protections in the senior indenture, which limit the ability of CITGO's parent to dilute CITGO's credit quality. LINKAGE TO WEAKER PARENT PDVSA These positives are balanced by CITGO strong operational linkage to indirect parent PDVSA, which is evidenced through CITGO's contracts to take approximately 300,000 bpd of PDVSA crude at its Gulf coast refineries; frequent appointment of PDVSA personnel to CITGO executive and board positions; procurement services agreements between CITGO and PDVSA; and use of CITGO to upstream dividends to its parent (subject to a restricted payments basket in CITGO's secured debt covenants). PDVSA DOWNGRADE On Dec. 19, Fitch downgraded PDVSA to 'CCC' from 'B', following the downgrade of the Venezuelan sovereign's ratings to 'CCC'. PDVSA's downgrade reflected the company's linkage to the government of Venezuela as a state-owned entity, combined with increased government control over its business strategies and internal resources. PDVSA's cash flow generation is significantly affected by the large amount of funds transferred to the central government each year. STRONG STAND-ALONE CREDIT METRICS CITGO's credit metrics are strong for the rating category. As calculated by Fitch, at Nov 30, 2014, CITGO's total debt and capitalized lease obligations were approximately $1.7 billion. EBITDA declined moderately to $1.46 billion but remained at very good levels, resulting in debt/EBITDA leverage of just 1.2x and EBITDA/interest coverage of 11.4x. The company's LTM free cash flow declined sharply to -$1.12 billion, but this was driven by a large swing in working capital accounts linked to higher inventories (-$1.32 billion) and a distribution of $704 million. Absent these factors, the company would have been significantly FCF positive. With regards to distributions to its parent, it is important to note that CITGO's restricted payment basket limits the company to distributing cumulative net income levels. Looking forward, Fitch expects CITGO will be modestly FCF positive in its base case in 2015. LIQUIDITY CITGO's liquidity was reasonable at Sept. 30, 2014 and totaled $891 million. This included $51.4 million in cash; $839 million in availability on its main secured $900 million revolver after borrowings and LOCs, and no availability on its A/R Securitization facility. The company's secured revolver expires in 2019, while its A/R Securitization facility, which has a maximum capacity of $450 million and is renewed annually, expires in 2015. In addition to this, CITGO has $290 million in repurchased Industrial Revenue Bonds (IRBs), which were held in Treasury and can be remarketed at the company's discretion. Additional liquidity could come from the liquidation of excess inventory. Headroom on key financial covenants was reasonable at Sept. 30 and included a debt-to-cap ratio of 41% (versus a 60% max). There was also ample headroom on the company's interest coverage covenant (minimum of 3.0x). Near-term maturities are light. OTHER LIABILITIES CITGO's other obligations are manageable. As of YE 2013, the deficit on the funded status of CITGO's Pension Benefit Obligation (Pension Assets - PBO) declined to -$192.7 million from -$353.5 million the year prior. The main sources of improvement stemmed from actuarial gains, and better returns on plan assets. CITGO's asset retirement obligation (ARO) was essentially unchanged at YE 2013 at $18.76 million and was primarily linked to asbestos remediation. Rental expense for operating leases rose to $170 million in 2013 and was comprised of leases for product storage, office space, marine chartered vessels, computer equipment and equipment used to store and transport feedstocks and refined products. STRONG COVENANT PROTECTIONS It is important to note that there are relatively robust covenant protections in CITGO's secured debt which restrict the ability of its parent to dilute CITGO's credit quality and help justify the rating differential between the two entities. Elements of this ring-fencing include a debt/cap maximum of 60%, with a lower 55% test for purposes of making distribution to the parent; and a restricted payment basket which limits the ability of CITGO to make distributions to its parent. There are no cross defaults or guarantees between CITGO and PDVSA, CITGO's assets are U.S. domiciled, and there are two Delaware Corporations between PDVSA and CITGO Petroleum Corporation. Fitch also believes it would be challenging for CITGO to refinance its debt and thereby escape these covenants. In July of this year, CITGO completed a major refinancing of virtually all of its debt, which shares pari passu in the same security and has the same covenant package (revolver, term loan, notes, and fixed rate IRBs). The notching between CITGO's IDR and secured ratings reflects the strength of the underlying security package, which was expanded in 2010 to include the 167,000 bpd Lemont refinery, in addition to CITGO's Lake Charles and Corpus Christi refineries, and select petroleum inventories and accounts receivables. RATINGS SENSITIVITIES Positive: Future developments that may, individually or collectively, lead to positive rating action include: -- Improved ratings at the parent level (PDVSA) or a change in ownership, as well as evidence that CITGO's strong financial performance will continue. Negative: Future developments that may, individually or collectively, lead to negative rating action include: -- Further weakening in credit quality at the parent level; -- A sustained operational problem at one or more refineries; -- Weakening or elimination of key covenant protections contained in the senior secured debt through refinancing or other means. This last action in particular would weaken the notching rationale between parent and subsidiary, as the ring fencing created by the secured debt covenants offer substantial protections to all CITGO debtholders. Fitch has downgraded these ratings: CITGO -- IDR to 'B' from 'BB-'; -- Senior secured credit facility to 'BB/RR1' from 'BB+'; -- Secured term loans to 'BB/RR1' from 'BB+'; -- Secured notes to 'BB/RR1' from 'BB+'; -- Fixed-rate IRBs to 'BB/RR1' from 'BB+'. CITIUS PHARMACEUTICALS: Wolf & Co. Raises Going Concern Doubt ------------------------------------------------------------- Wolf & Company, P.C., expressed substantial doubt on the ability of Citius Pharmaceuticals, Inc., to continue as a going concern after Wolf & Company audited Citius' annual report on 10-K for the year ended Sept. 30, 2014. The auditor noted that the Company has suffered recurring losses from operations, has negative cash flows from operations, and has a significant accumulated deficit. The Company reported a net loss of $738,000 on $nil of total revenue for the nine months ended Sept. 30, 2014, compared with a net loss of $1.29 million on $nil of total revenue for year ended Dec. 31, 2013. The Company's balance sheet at Sept. 30, 2014, showed $1.56 million in assets, $2.3 million in total liabilities, and a stockholders' equity of $742,000. A copy of the Form 10-K is available at: http://is.gd/HX6fsS Salta lake City-based Citius Pharmaceuticals, Inc., is a specialty pharmaceutical company. The Company is engaged in the development and commercialization of therapeutic products. The Company’s product includes Suprenza, which is used for the treatment of obesity. It also has a development candidate entering Phase 2 trials for the treatment of hemorrhoids. Citius Pharmaceuticals was formed in the state of Nevada on Sept. 9, 2010 as Trail One, Inc. On Sept. 12, 2014, the Company entered into a Share Exchange and Reorganization Agreement, among Trail One, Inc., Citius Pharmaceuticals, LLC, and the beneficial holders of the membership interests of Citius. In connection with the reverse acquisition, the Company adopted the fiscal year end of Trail One, thereby changing our fiscal year end from Dec. 31 to Sept. 30. In addition on Sept. 12, 2014, Trail One changed its name to Citius Pharmaceuticals, Inc. COMMUNITY MEMORIAL: Gets Approval to Settle PBGC Claims ------------------------------------------------------- The official liquidating the assets of Community Memorial Hospital received court approval for a deal that would resolve Pension Benefit Guaranty Corp.'s claims. Under the deal, PBGC will get three general unsecured claims aggregating about $4.595 million. No part of those claims is entitled to priority. Meanwhile, PBGC agreed to drop two other claims against Community Memorial Hospital aggregating about $1.26 million. A copy of the agreement is available for free at http://is.gd/DN3Eai About Community Memorial Hospital Community Memorial Hospital, operator of the Cheboygan Memorial Hospital, filed for Chapter 11 bankruptcy (Bankr. E.D. Mich. Case No. 12-20666) on March 1, 2012. Judge Daniel S. Opperman oversees the case. Paul W. Linehan, Esq., and Shawn M. Riley, Esq., at McDonald Hopkins LLC, in Cleveland, Ohio; and Jayson Ruff, Esq., at McDonald Hopkins LLC, in Bloomfield Hills, Michigan, represent the Debtor as counsel. The Debtor's financial advisor is Conway Mackenzie Inc. The Debtor disclosed $23.09 million in assets and $26.3 million in liabilities as of the bankruptcy filing. Opened in 1942, the Debtor is an independent, not-for-profit entity, organized exclusively for charitable, scientific and educational purposes, and holds tax exempt status in accordance with Section 501(c)(3) of the Internal Revenue Code. The Cheboygan Memorial Hospital is a 25-bed critical access hospital located in Cheboygan, Cheboygan County, a community on the Lake Huron coast. The Debtor has 395 employees. McLaren Health Care Corporation proposed to acquire substantially all of the Debtor's operating assets at its primary hospital campus, for $5,000,000, plus (2) all amounts required for the Debtor to cure and assume the assigned Assumed Contracts and Leases. Daniel M. McDermott, the U.S. Trustee for Region 9, appointed a five-member official committee of unsecured creditors in the Chapter 11 case of Community Memorial Hospital. Michael S. McElwee, Esq., at Varnum LP, in Grand Rapids, Michigan, represents the Unsecured Creditors' Committee as counsel. The Creditors Committee won confirmation of its Corrected First Amended Plan of Liquidation for the Debtor in August 2013. A liquidating trust is established to liquidate the Debtor's remaining assets and distribute the proceeds to creditors. A. Darling Brooks has been designated as liquidating trustee. COSO GEOTHERMAL: Fitch Affirms 'C' Rating on $629MM Certificates ---------------------------------------------------------------- Fitch Ratings has affirmed the rating on Coso Geothermal Power Holdings LLC's (Coso) $629 million ($455 million outstanding) pass-through certificates due 2026 at 'C'. The affirmation is based on Fitch's expectation that default is likely and may be accelerated if Coso fails to meet a pari passu reimbursement obligation that could arise if its letter of credit (LC) is not extended past its expiration date in late 2015. Default is otherwise likely to occur by 2017. KEY RATING DRIVERS Geothermal Resource Depletion -- Supply Risk: Weaker Underperformance of the geothermal resource has lowered net operating capacity at the project's three interlinked geothermal power plants. With the decline in the geothermal resource, energy revenues have fallen to levels that are not sufficient to meet debt obligations. Expected Payment Shortfalls -- Debt Structure: Midrange Fitch's projections indicate that cash available for debt service will result in shortfalls for future payment obligations on the fully amortizing certificates. A senior debt reserve (funded with cash from a drawn LC facility) supports these obligations when needed. Limited Price Risk -- Revenue Risk: Midrange Southern California Edison (SCE, rated 'A-' with a Stable Outlook) is committed to purchase Coso's entire energy output under long-term, mostly fixed-price PPAs through 2030. Variable pricing on energy sales is limited to one-fifth of total revenues between July 2014 and March 2019. Lack of Dedicated Operating Reserves -- Operation Risk: Weaker The project has no dedicated operations and maintenance or major maintenance reserve, leaving little cushion to protect against increased operational costs. Peer Comparison Coso's geothermal assets have suffered worse resource depletion than those within the CE Generation LLC (rated 'BB-'; Outlook Stable by Fitch) portfolio and OrCal Geothermal Inc. ('BB'; Outlook Stable), leading to more pressured financial performance. RATING SENSITIVITIES Negative: A technical default on the pari passu LC repayment obligation could accelerate payment of the certificates, resulting in default. Negative: Insufficient reserves to meet shortfalls on upcoming payment obligations. SECURITY Each tranche of the certificates represents an undivided interest in a related pass-through trust, which holds the lessor notes issued by the owner lessors. The notes are the sole collateral and source of repayment of the certificates. TRANSACTION SUMMARY In late November 2014, Coso's LC facility with CoBank expired. The remaining debt service reserve LC was drawn and now the balance of approximately $27.6 million is reserved in cash. The PPA performance assurance portion of the facility was replaced with an identical LC by Citibank, N.A. ('A'; Outlook Stable). The new PPA LC expires in late October 2015, and failure to extend this LC may lead to a technical default that could cross-default to the lease and lease indenture of the rated certificates. Fitch views late 2015 as the earliest likely timing of default. Coso continues to meet debt obligations using a combination of operating cash flow and reserves. Management expects to utilize approximately $9.8 million of the senior debt reserve to meet the upcoming January payment, which would leave a reserve balance of $17.8 million. Based on Fitch's projections for operational performance, operating cash flow and remaining reserves are expected to be sufficient to repay obligations through 2016. In Fitch's view, reserves are likely to be exhausted and default is likely to occur in early 2017. CGP is a special-purpose company formed to lease and operate the Coso project, which consists of three interlinked geothermal power plants located in Inyo County, CA. Coso provides royalty payments to the U.S. Navy and the Bureau of Land Management for use of the geothermal resource. Under a series of power purchase agreements, Coso's entire output will be sold to SCE through January 2030. Cash flows from both Coso and Beowawe, an affiliated geothermal project in Nevada, are available to service CGP's rent payments under the CGP lease. Rent payments are the sole source of cash available to pay debt service on the pass-through trust certificates. Each tranche of the certificates represents an undivided interest in a related pass-through trust, which holds the lessor notes issued by the owner lessors. The notes are the sole collateral and source of repayment of the certificates. CRATE MARINES: In Bankruptcy; Creditors' Meeting on Jan. 30 ----------------------------------------------------------- Crate Marines Sales Limited et al. have filed for bankruptcy proceedings in Canada, and the first meeting of creditors has been set for: -- Jan. 30, 2015, at 10:00 a.m., for the creditors of Crate Marines Sales Limited, and -- 11:30 a.m. on the same date for the affiliates' creditors. The creditors' meeting will be held at the Sheraton Centre Hotel, Hall C, 123 Queen Street West in Toronto, Ontario. CRATE MARINES: Ontario Court Sets January 30 as Claims Bar Date --------------------------------------------------------------- Proofs of property claim must be submitted to A. Farber & Partners Inc., court-appointed receiver of Crate Marines Sales Limited et al., not later than 4:00 p.m. (Eastern Standard Time) on Jan. 30, 2015, pursuant to the order issued by the Superior Court of Justice of Ontario. Claimants can obtain details about what claims are included in the property process, as well as obtain a copy of the order and a proof of property claim package at the firm's website, http://is.gd/lk5WSFor by contacting the firm at (416) 496-3762. The firm can be reached at: A. Farber & Partners Inc. 150 York Street, Suite 1600 Toronto, ON M5H 3S5 Tel: (416) 497-0150 Fax: (416) 496-3839 CRUMBS BAKESHOP: Committee Allowed to Settle Claims vs Lemonis -------------------------------------------------------------- U.S. Bankruptcy Judge Michael Kaplan authorized Crumbs Bake Shop Inc.'s official committee of unsecured creditors to settle claims against Lemonis Fischer Acquisition Company LLC and four others in behalf of the company. Under the settlement agreement, Lemonis Fischer, Fischer Enterprises LLC, Mark Liebel, S. Scott Fischer and Marcus Lemonis LLC will pay $85,000 to settle the claims of Crumbs Bake Shop. The parties agree that the settlement is effective notwithstanding any prior understanding that the company's bankruptcy case would be dismissed or converted, and that it is not conditioned upon the case being dismissed or converted. About Crumbs Bake Shop Crumbs Bake Shop, Inc., and 22 of its affiliates filed separate Chapter 11 bankruptcy petitions (Bankr. D.N.J. Lead Case No. 14-24287) on July 11, 2014. John D. Ireland signed the petitions as chief financial officer. Crumbs Bake Shop estimated assets of $10 million to $50 million and the same range of liabilities. Cole, Schotz, Meisel, Forman & Leonard, P.A., acts as the Debtors' counsel. Prime Clerk LLC is the Debtors' claims and noticing agent. Judge Michael B. Kaplan oversees the jointly administered cases. The U.S. Trustee appointed three creditors to serve in the Official Committee of Unsecured Creditors. Sharon L. Levine, Esq., at Lowenstein Sandler LLP serves as Committee's counsel. * * * On July 7, 2014, the Board of Directors of Crumbs Bake Shop determined to cease operations effective immediately. The Board's determination was made after the Company lacked sufficient liquidity to maintain current operations. On the petition date, Crumbs entered into an Asset Purchase Agreement through which Lemonis Fischer Acquisition Company, LLC, a joint venture created by Marcus Lemonis LLC and Fischer Enterprises, L.L.C., will acquire the Crumbs' business as part of the Company's Chapter 11 filing. Lemonis Fischer Acquisition is represented by Louis Price, Esq., at McAfee & Taft PC. On Aug. 29, 2014, Crumbs Bake Shops completed the sale of its assets for a credit bid of $7,140,000 and the assumption of various liabilities. There are no cash proceeds and the credit bid resulted in the repayment of all indebtedness to Lemonis Fischer Acquisition, which held a first priority security interest in the assets of the Company. The Company's remaining assets will be liquidated and the proceeds thereof will be utilized to pay unsecured liabilities in accordance with applicable law and certain advisors' fees and expenses. The Company does not expect that there will be any proceeds available for distribution to shareholders. CRUMBS BAKESHOP: Gets Approval of Deal With Southeastern Bank ------------------------------------------------------------- U.S. Bankruptcy Judge Michael Kaplan signed off on an order approving an agreement between Crumbs Bake Shop Inc. and Southeastern Bank. Prior to its bankruptcy filing, Crumbs Bake provided certain landlords with letters of credit performance under leases, some of which were assumed leases pursuant to its 2014 sale agreement with Lemonis Fischer Acquisition Co. The LOCs are secured by a multi-purpose certificate of deposit issued by Southeastern Bank in the amount of $479,800 and a related loan agreement. Under the court-approved agreement, Southeastern Bank will: (1) debit the CD in the amount of $112,000 in satisfaction of the draws already made by landlords; (b) debit the CD in the amount of $5,500 in satisfaction of fees and interest due and owing to the bank; and (c) debit the CD in the amount of $42,400 and remit such funds to Crumbs Bake Shop as a return of collateral in connection with the deposit. About Crumbs Bake Shop Crumbs Bake Shop, Inc., and 22 of its affiliates filed separate Chapter 11 bankruptcy petitions (Bankr. D.N.J. Lead Case No. 14-24287) on July 11, 2014. John D. Ireland signed the petitions as chief financial officer. Crumbs Bake Shop estimated assets of $10 million to $50 million and the same range of liabilities. Cole, Schotz, Meisel, Forman & Leonard, P.A., acts as the Debtors' counsel. Prime Clerk LLC is the Debtors' claims and noticing agent. Judge Michael B. Kaplan oversees the jointly administered cases. The U.S. Trustee appointed three creditors to serve in the Official Committee of Unsecured Creditors. Sharon L. Levine, Esq., at Lowenstein Sandler LLP serves as Committee's counsel. * * * On July 7, 2014, the Board of Directors of Crumbs Bake Shop determined to cease operations effective immediately. The Board's determination was made after the Company lacked sufficient liquidity to maintain current operations. On the petition date, Crumbs entered into an Asset Purchase Agreement through which Lemonis Fischer Acquisition Company, LLC, a joint venture created by Marcus Lemonis LLC and Fischer Enterprises, L.L.C., will acquire the Crumbs' business as part of the Company's Chapter 11 filing. Lemonis Fischer Acquisition is represented by Louis Price, Esq., at McAfee & Taft PC. On Aug. 29, 2014, Crumbs Bake Shops completed the sale of its assets for a credit bid of $7,140,000 and the assumption of various liabilities. There are no cash proceeds and the credit bid resulted in the repayment of all indebtedness to Lemonis Fischer Acquisition, which held a first priority security interest in the assets of the Company. The Company's remaining assets will be liquidated and the proceeds thereof will be utilized to pay unsecured liabilities in accordance with applicable law and certain advisors' fees and expenses. The Company does not expect that there will be any proceeds available for distribution to shareholders. CSP TECHNOLOGIES: Moody's Assigns 'B3' Corporate Family Rating -------------------------------------------------------------- Moody's Investors Service assigned the B3 Corporate Family Rating and Caa1-PD Probability of Default Rating to CSP Technologies S.a.r.l. (CSP Technologies), a subsidiary of Paris-based listed private equity firm Wendel Group. The ratings outlook is stable. Moody's also assigned a B3 rating to the $195 million senior secured credit facilities, which include a $25 million five-year revolver and a $170 million seven-year term loan. CSP Technologies North America (Parent), Inc. is a borrower under the credit facilities. The proceeds of the credit facilities will be used to acquire privately-held CV Holdings, LLC (CV Holdings), a manufacturer of specialty plastic containers for the pharmaceutical, food and dairy industries headquartered in Amsterdam, New York. After the acquisition, CSP Technologies North America (Parent), Inc. will merge with and into CV Holdings, which will be re-named CSP Technologies North America, LLC (CSP Technologies NA). CSP Technologies NA will continue as the surviving entity. Moody's took the following actions: CSP Technologies S.a.r.l. Assigned B3 Corporate Family Rating Assigned Caa1-PD Probability of Default Rating CSP Technologies North America (Parent), Inc Assigned B3, LGD 3 to $25 million senior secured revolver due in 2020 Assigned B3, LGD 3 to $170 million senior secured Term Loan due in 2022 The ratings outlook is stable. The ratings are subject to the receipt and review of the final documentation. Ratings Rationale The B3 corporate family rating reflects the company's high leverage, small scale and limited operational, product and customer diversity. CSP Technologies relies on its trademarked specialized flip-top plastic containers for glucose test strips for 63% of its revenue. The company has high customer concentration, with the top 10 customers generating over 70% of sales. Given its significant exposure to the diabetes test strip market, the company faces risks from the introduction of substitute products. CSP Technologies' volumes and profits may also be negatively affected if one of its major customers changes packaging, experiences operational issues or chooses a secondary supplier. CSP Technologies' customers are significantly larger and better capitalized and can extract pricing concessions from the company. That said, the majority of the company's business has quarterly resin pass-throughs, though the lags are longer in some product segments. The rating is also constrained by the lack of financial history as a standalone entity. The rating is supported by CSP Technologies' high operating margins and its leading position in the diabetes test strip container segment. The company benefits from long-term relationships with its major customers and high manufacturing standards. Most of the company's products are jointly developed and tested with their customers' products, which can lead to high switching costs for customers. Moody's expect volumes in its diabetes segment to continue to increase with higher diagnosis levels in emerging countries and increasing number of people afflicted with the disease globally. The company has a pipeline of new products that are expected to help diversify its products and end markets. Moody's expect the company to maintain an adequate liquidity profile. The B3 rating on the new credit facilities is in line with the corporate family because this is the only debt in the capital structure. All debt in the capital structure is fist-lien bank debt which indicates a higher recovery rate and results in the Caa1-PD probability of default rating, consistent with Moody's Loss Given Default methodology. The stable ratings outlook reflects Moody's expectations that the company's volumes will increase and it will generate free cash flow over the next 12 to 18 months. Given the company's small size and high concentration in the diabetes test strip container market, Moody's don't expect to upgrade its ratings in the intermediate term. The ratings could be upgraded if the company increases its revenue base, diversifies its products and customers and maintains strong EBIT margins and keeps debt/EBITDA below 5.5 times. The ratings could be downgraded if free cash flow to debt falls below 3%, debt/EBITDA rises above 7 times and EBIT/Interest falls below 1 times. The ratings could also be downgraded if the company loses volume from any of its major customers. The principal methodology used in these ratings was Global Packaging Manufacturers: Metal, Glass, and Plastic Containers published in June 2009. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. CSP TECHNOLOGIES: S&P Assigns 'B' CCR; Outlook Stable ----------------------------------------------------- Standard & Poor's Ratings Services assigned its 'B' corporate credit rating to CSP Technologies S.a.r.l (CSP). The outlook is stable. At the same time, S&P assigned a 'B+' issue rating (one notch higher than the 'B' corporate credit rating) and a recovery rating of '2' to the proposed $195 million first-lien senior secured credit facilities. The '2' recovery rating indicates S&P's expectation of substantial (70% to 90%) recovery in the event of a payment default. The senior secured credit facilities consist of a $25 million five-year revolving credit facility and a $170 million seven-year term loan B. "Our 'B' rating on CSP has been derived from our anchor of 'b', based on our assessments of the company's 'fair' business risk and 'highly leveraged' financial risk profiles," said Standard & Poor's credit analyst Henry Fukuchi. The acquisition will be financed with a proposed $170 million term loan B along with about $201 million in equity. S&P's assessment of CSP's business risk profile as "fair" reflects the company's narrow product focus of specialty desiccant plastic packaging products primarily serving the healthcare market. CSP's primary products include diabetes test strip vials, packaging for nicotine lozenges, vials for confectionary products, and testing vials for the dairy industry. S&P views the company's operations in niche markets with limited competition, its significant market share in the diabetes test strip vials, and its long-standing relationship with customers as favorable, and which should support its high EBITDA margins. Nevertheless, its modest scale of operations with significant customer concentration makes it vulnerable to disruptions in operations at its key customers and loss of any major customer would significantly affect its earnings. CSP generates 40% of its revenues from the top three customers and 18% from its largest customer. "The key competitive advantage for CSP is its six sigma quality and specialized products that it jointly developed with its customers and which requires the customers to install compatible manufacturing facilities and production lines. The technology is also protected by patents held by CSP. These factors increase customer switching costs as the customers have to invest substantial time and capital to shift to a competitor, including performing stability testing and altering its manufacturing lines to make it compatible with competitor's vials. The high switching costs and long-term contracts with the customers allows CSP to retain most of its customers alleviating some risk from the customer concentration," S&P noted. The stable outlook reflects S&P's expectation that the company's long-standing relationship with customers and high EBITDA margins coupled with supportive financial policies will allow it to maintain adjusted debt to EBITDA ratio of between 5x to 6x, which S&P considers appropriate for the rating. S&P considers a higher rating to be unlikely in the near term, reflecting its view of an aggressive financial policy. S&P could raise the ratings modestly if leverage decreased to below 5x and FFO to adjusted debt increased to over 12% and remained stable over time. For an upgrade, S&P would also need to believe that future financial policies would support a higher rating. S&P could lower the rating if the company's adjusted debt to EBITDA ratio increases beyond 6.0x with no clear prospects of recovery, or if its covenant cushion becomes constrained resulting in liquidity issues. This could result from a decline in EBITDA margin of around 300 basis points or from a large acquisition of more than $40 million. CYCLONE POWER: Needs Additional Capital to Support Operations ------------------------------------------------------------- Cyclone Power Technologies, Inc., filed its quarterly report on Form 10-Q, reporting net income of $1.34 million on $175,000 of total revenue for the quarter ended Sept. 30, 2014, compared with a net loss of $872,000 on $213,000 of total revenue for the same period in 2013. The Company's balance sheet at Sept. 30, 2014, showed $2.41 million in assets, $3.16 million in liabilities, and a stockholders' deficit of $748,000. The Company incurred substantial operating and other losses and expenses of $1.0 million for the nine months ended Sept. 30, 2014, which included a $ 2.4 million gain on a sale of a subsidiary, and a net $3.8 million loss for the year ended Dec. 31, 2013. The cumulative deficit since inception is $53.3 million. The Company has a working capital deficit at Sept. 30, 2014 of $1.9 million. There is no guarantee whether the Company will be able to generate enough revenue and/or raise capital to support its operations. This raises substantial doubt about the Company's ability to continue as a going concern. A copy of the Form 10-Q is available at: http://is.gd/UJblBJ About Cyclone Power Pompano Beach, Fla.-based Cyclone Power Technologies, Inc. (Pink Sheets: CYPW) is a clean-tech engineering company, whose business is to develop, commercialize and license its patented Rankine cycle engine technology for applications ranging from renewable power generation to transportation. The Company is the successor entity to the business of Cyclone Technologies LLLP, a limited liability limited partnership formed in Florida in June 2004. Cyclone Technologies LLLP was the original developer and intellectual property holder of the Cyclone engine technology. Cyclone Power reported a net loss of $3.79 million on $715,000 of revenues for the year ended Dec. 31, 2013, as compared with a net loss of $3 million on $1.13 million of revenues for the year ended Dec. 31, 2012. Mallah Furman, 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's dependence on outside financing, lack of sufficient working capital, and recurring losses raises substantial doubt about its ability to continue as a going concern. DENDREON CORP: Authorized to Implement Employee Incentive Plan -------------------------------------------------------------- A bankruptcy judge authorized Dendreon Corporation, et al., to implement their proposed key employee incentive plan and make all payments pursuant thereto. According to the order, the Debtor will consult with the Official Committee of Unsecured Creditors in the exercise of the Debtors' discretion under the KEIP in the determination of the distributable value. The KEIP will provide selected key employees of the Company with certain payments upon the achievement of specified goals in connection with certain restructuring event of the Company. The awards under the plan will ensure the continued, collective efforts of the participating key employees. The aggregate bonus amount to be paid to the participant will be $3.09 million. About Dendreon Corporation With corporate headquarters in Seattle, Washington, Dendreon Corporation -- http://www.dendreon.com/-- a biotechnology company focused on the development of novel cellular immunotherapies to significantly improve treatment options for cancer patients. Dendreon's first product, PROVENGE (sipuleucel-T), was approved by the U.S. Food and Drug Administration (FDA) and became commercially available for the treatment of men with asymptomatic or minimally symptomatic castrate-resistant (hormone-refractory) prostate cancer in April 2010. Dendreon is traded on the NASDAQ Global Market under the symbol DNDN. Dendreon and its U.S. subsidiaries filed for Chapter 11 bankruptcy protection (Bankr. D. Del.) on Nov. 10, 2014. The Debtors have requested that their cases be jointly administered under Case No. 14-12515. Judge Peter J. Walsh presides over the cases. The petitions were signed by Gregory R. Cox, interim chief financial officer and treasurer. Dendreon sought bankruptcy protection after it reached agreements on the terms of a financial restructuring with certain holders of the Company's 2.875% Convertible Senior Notes due 2016 representing 84% of the $620 million aggregate principal amount of the 2016 Notes. The financial restructuring may take the form of a stand-alone recapitalization or a sale of the Company or its assets. The Debtors have engaged Skadden, Arps, Slate, Meagher & Flom LLP, as counsel; Lazard Freres & Co. LLC, as investment banker; AlixPartners, as restructuring advisors; and Prime Clerk LLC as claims and noticing agent. The Debtors disclosed $365 million in total assets and $664 million in total liabilities as of June 30, 2014. The U.S. Trustee for Region 3 has appointed five members to the Official Committee of Unsecured Creditors. DIOCESE OF HELENA: Disclosure Statement Hearing on Jan. 14 ---------------------------------------------------------- Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that a bankruptcy judge is scheduled to hold a hearing on Jan. 14, 2015, to consider the adequacy of the disclosure statement explaining the Diocese of Helena, Montana's plan of reorganization. According to the report, under the plan, which was negotiated between the church and its official committee representing clergy-abuse victims, the church will contribute $2 million to a victims’ fund, while seven insurance companies will contribute $14.4 million to the fund in return for ending their liability under policies they issued years ago. The report said the church’s portion will come from a $3.5 million loan to be secured by the diocese’s real estate. General unsecured creditors, whose claims are estimated to total less than $1 million, will be paid in full, the report related. About the Diocese of Helena The Roman Catholic Bishop of Helena, Montana, a Montana Religious Corporation Sole (a/k/a Diocese of Helena) sought protection under Chapter 11 of the Bankruptcy Code on Jan. 31, 2014, to resolve more than 350 sexual-abuse claims. The Chapter 11 case (Bankr. D. Mont. Case No. 14-60074) was filed in Butte, Montana. Attorneys at Elsaesser Jarzabek Anderson Elliott & MacDonald, Chtd., serve as counsel to the Debtor. Gough, Shanahan, Johnson & Waterman PLLP has been tapped as special counsel to provide legal advice relating to sexual abuse claims. Several Roman Catholic dioceses in the U.S. have filed for bankruptcy to settle claims from current and former parishioners who say they were sexually molested by priests. The Roman Catholic Bishop of Helena filed its schedules of assets and liabilities, which show assets with a value of more than $16.037 million against debt totaling $33.6 million. The filings also showed that the diocese has $4.7 million in secured debt. Creditors of the diocese assert $28.89 million in unsecured non-priority claims. The U.S. Trustee for Region 18 appointed seven creditors to serve on the Official Committee of Unsecured Creditors. The Committee has retained Pachulski Stang Ziehl & Jones LLP as counsel. The Court installed Michael R. Hogan as the legal representative for these sex abuse victims: (a) are under 18 years of age before the Claims Bar Date; (b) neither discovered nor reasonably should have discovered before the Claims Bar Date that his or her injury was caused by an act of childhood abuse; or (c) have a claim that was barred by the applicable statute of limitations as of the Claims Bar Date but is no longer barred by the applicable statute of limitations for any reason, including for example the passage of legislation that revives such claims. DOMUM LOCIS: Jan. 14 Hearing on Motion to Stay Court Orders ----------------------------------------------------------- The bankruptcy court presiding over Domum Locis LLC's Chapter 11 case will convene a hearing on Jan. 14, 2015, at 10:00 a.m., to consider the motion to stay pending appeal of the Court's orders: (i) dismissing the Debtor's complaint against Lloyds TSB Bank, Plc; (ii) granting Lloyds' motions for relief from the automatic stay; and (iii) denying the Debtor's motion to enter into certain residential lease agreements. Lloyds TSB Bank plc, now known as Lloyds Bank plc, has requested that the Court deny the stay motion because the Debtor's motion for stay failed to show that even one of the four relevant factors weighs in favor of granting a stay. To note, the Debtor has failed to meet its burden to show that it will suffer "immediate threatened injury" if a stay is not granted. The Debtor has failed to show that Lloyds TSB Bank, plc will not be harmed if the stay is granted, and a stay pending appeal would not serve the public interest. Lloyds Bank is represented by: Martha S. Sullivan, Esq. Gabriel Colwell, Esq. Kristin E. Richner, Esq. Emily L. Wallerstein, Esq. SQUIRE PATTON BOGGS (US) LLP 555 South Flower Street, 31st Floor Los Angeles, CA 90071 Tel: +1 213 624 2500 Fax: +1 213 623 4581 E-mail: martha.sullivan@squirepb.com gabriel.colwell@squirepb.com kristin.richner@squirepb.com emily.wallerstein@squirepb.com About Domum Locis Domum Locis LLC filed a Chapter 11 bankruptcy petition (Bankr. C.D. Cal. Case No. 14-23301) on July 11, 2014. Michael J. Kilroy signed the petition as managing member. The Debtor estimated assets and liabilities of at least $10 million. Cypress LLP serves as the Debtor's counsel. Judge Robert N. Kwan presides over the case. The Debtor selected Cypress LLP as general bankruptcy counsel. The Debtor reported $14.6 million in assets and $11.04 million in liabilities. EDUCATION MANAGEMENT: Milbank Advises Lenders in Restructuring -------------------------------------------------------------- Milbank, Tweed, Hadley & McCloy played a key role in the just-announced restructuring of higher-education provider Education Management Corporation (EDMC). The firm advised the Ad Hoc Lender Group that was instrumental in formulating and negotiating the restructuring, and also represented a subset of that group that successfully prevented enjoining of the restructuring in federal district court. Los Angeles-based Financial Restructuring partner Gregory Bray and Corporate and Finance partners Eric Reimer and Melainie Mansfield led the Milbank team representing the Ad Hoc Lender Group. EDMC's is the first successful restructuring of a large U.S.-based for-profit education company. In the initial phase of a two-part process, EDMC, its secured lenders, and unsecured noteholders agreed to exchange $1.5 billion of the company's funded indebtedness for (1) new secured term debt of $400 million, new revolving availability of $150 million and an extension of $108 million of letters of credit; (2) non-voting, convertible preferred stock of EDMC; and (3) warrants exercisable into common equity of EDMC after completion of the U.S. Dept. of Education's pre-acquisition review process and the receipt of other applicable regulatory approvals. The restructuring occurred entirely out of court. Chapter 11 bankruptcy protection was not available to the company or its creditors, due to regulatory restrictions governing federal student loans, which represent a critical portion of EDMC's revenue. The out-of-court nature of the restructuring required the formulation of an innovative, stepped process designed to gradually give EDMC's creditors control of the business, consummating the first step using Article 9 of the Uniform Commercial Code and a combination of debt and non-voting preferred equity. This approach garnered the support of lenders holding approximately 99% of EDMC's then outstanding funded indebtedness. EDMC and the Ad Hoc Lender Group expect to consummate the second step of the restructuring by mid-2015, upon the receipt of additional regulatory approvals and a vote by EDMC's shareholders. Milbank also represented a subset of the Ad Hoc Lender Group that intervened in litigation brought by dissenting minority creditors who sought a preliminary injunction on consummation of the restructuring. Following a two-day evidentiary trial, a federal district court denied the plaintiffs' request for an injunction, thereby paving the way for the first step of the restructuring. Litigation partners Antonia Apps, Linda Dakin-Grimm, and Aaron Renenger headed the Milbank team in this brief round of litigation. Ms. Apps is resident in Milbank's New York office, Ms. Dakin-Grimm in New York and Los Angeles, and Mr. Renenger in Washington, DC. The restructuring resolves EDMC's (1) covenant defaults under its credit agreement, (2) near-term debt maturity concerns, including the former $328.3 million revolving credit facility that, but for the restructuring, would have become due on June 1, 2015 and (3) short- and long-term liquidity constraints. Peter Leyton of Ritzert & Leyton PC acted as special education regulatory counsel for the Ad Hoc Lender Group. About Milbank Milbank, Tweed, Hadley & McCloy -- http://www.milbank.com-- is an international law firm that has been providing innovative legal solutions to clients throughout the world for more than 145 years. Milbank is headquartered in New York and has offices in Beijing, Frankfurt, Hong Kong, London, Los Angeles, Munich, Sao Paulo, Singapore, Tokyo and Washington, DC. The firm's lawyers provide a full range of legal services to the world's leading commercial, financial and industrial enterprises, as well as to institutions, individuals and governments. Milbank's lawyers meet the needs of its clients by offering a highly integrated and collaborative range of services across key practice groups throughout its global network. Milbank's integrated practice is underpinned by its attorneys' acknowledged technical excellence, sectorial experience and a strong tradition of innovation and client service. About Education Management Education Management LLC, an indirect subsidiary of Education Management Corporation based in Pittsburgh, Pennsylvania, is one of the largest providers of private post-secondary education in North America. The company's education systems (The Art Institutes, Argosy University, Brown Mackie Colleges and South University) offer associate through doctorate degrees with approximately 120,000 students. The company reported revenues of approximately $2.4 billion for the twelve months ended March 31, 2014. * * * As reported by the TCR on Nov. 19, 2014, Standard & Poor's Ratings Services said that it lowered its corporate credit rating on Pittsburgh-based for-profit post-secondary school operator Education Management LLC (EDMC) to 'D' from 'CC'. The rating actions follow the amendment to the company's credit facilities that waived all financial covenants and substituted the originally agreed upon cash interest and principal payments for a payment-in-kind (PIK structure). Moody's Investors Service has lowered the ratings of for-profit post-secondary education company Education Management LLC, including the Corporate Family Rating ("CFR") to Caa3 from Caa1, and changed the outlook to negative from stable, the TCR reported on May 6, 2014. The ratings were downgraded in consideration of a financial restructuring program that the company intends to undertake, which Moody's believes could entail a distressed exchange for debt. EGENIX INC: Meeting to Form Creditors' Panel Set for Jan. 22 ------------------------------------------------------------ Andy Vara, Acting United States Trustee for Region 3, will hold an organizational meeting on Jan. 22, 2015, at 10:00 a.m. in the bankruptcy case of Egenix Inc.. The meeting will be held at: J. Caleb Boggs Federal Building 844 N. King Street 5th Floor, Room 5209 Wilmington DE 19801 The sole purpose of the meeting will be to form a committee or committees of unsecured creditors in the Debtors' case. The organizational meeting is not the meeting of creditors pursuant to Section 341 of the Bankruptcy Code. A representative of the Debtor, however, may attend the Organizational Meeting, and provide background information regarding the bankruptcy cases. To increase participation in the Chapter 11 proceeding, Section 1102 of the Bankruptcy Code requires that the United States Trustee appoint a committee of unsecured creditors as soon as practicable. The Committee ordinarily consists of the persons, willing to serve, that hold the seven largest unsecured claims against the debtor of the kinds represented on the committee. Section 1103 of the Bankruptcy Code provides that the Committee may consult with the debtor, investigate the debtor and its business operations and participate in the formulation of a plan of reorganization. The Committee may also perform other services as are in the interests of the unsecured creditors whom it represents. As reported in the Troubled Company Reporter on Jan. 9, 2015, Egenix, Inc., filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 14-12818) on Dec. 28, 2014, estimating its assets at between $500,000 and $1 million and liabilities at between $1 million and $10 million. The petition was signed by Lionel Goldfrank, III, chairman of the board of directors. David R. Hurst, Esq., at Cole, Schotz, Meisel, Forman & Leonard, PA, serves as the Debtor's bankruptcy counsel. ENDICOTT INTECONNECT: Plan Hearing Adjourned Until Jan. 22 ---------------------------------------------------------- The bankruptcy court adjourned until Jan. 22, 2015, at 1:00 p.m., the hearing to consider the confirmation of Endicott Interconnect Technologies, Inc., et al.'s Chapter 11 Plan. The Court has adjourned the hearing several times. As reported in the TCR on May 13, 2014, EIT on Dec. 23, 2013, filed its Liquidation Plan and proposed disclosure statement. The accompanying disclosure materials had unsecured creditors getting an estimated recovery of 1% to 2% on about $35 million in claims. The initial hearing to consider approval of the Disclosure Statement was held on Feb. 27, 2014. Since that time, the Debtors' counsel has worked with the Office of the U.S. Trustee and the Official Committee of Unsecured Creditors to resolve their objections to the Disclosure Statement. In addition, the Debtors are working to resolve certain priority and general unsecured claims that will impact the overall distribution to creditors in the Chapter 11 cases. About Endicott Interconnect Endicott Interconnect Technologies, Inc., and its affiliates filed a Chapter 11 petition (Bankr. N.D.N.Y. Case No. 13-61156) in Utica, New York, on July 10, 2013, to sell the business before cash runs out by the end of September. David W. Van Rossum is the Debtors' sole officer. Bond, Schoeneck & King, PLLC, is counsel to the Debtor. Based in Endicott, New York, and formed in 2002, EIT is the successor to the microelectronics division of IBM Corp. The products are used in aerospace, defense and medication applications, among others. The Company sought Chapter 11 bankruptcy protection after suffering $100 million in operating losses in the last four years. In addition to $16 million in secured claims, trade suppliers are owed $34 million. There is another $32 million owing for loans made by shareholders. The Company said the book value of property is $36 million. An official committee of unsecured creditors has been appointed in the case with Avnet Electronics Marketing, Arrow Electronics, Inc., Acbel Polytech, Inc., Cadence Design Systems, Inc., Orbotech, Inc., Tyco Electronics, and High Performance Copper Foil, Inc. as members. The committee is represented by Arent Fox LLP. The official creditors' committee said there could be $20.8 million in claims to bring against insiders. In August 2013, the judge authorized the committee to conduct an investigation of the insiders. ENERGY FUTURE: Committee Taps KCC as Administrative Agent --------------------------------------------------------- The Official Committee of Unsecured Creditors in the Chapter 11 cases of Energy Future Holdings Corporation, et al., asks the Bankruptcy Court for permission to retain Kurtzman Carson Consultants LLC as its administrative agent. KCC will, among other things: -- establish and maintain websites for each Committee individually, well as provide technology and communications-related services; and -- prepare and serve required notices and pleadings on behalf of the Committee. To the best of the Committee's knowledge, KCC is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About Energy Future Energy Future Holdings Corp., formerly known as TXU Corp., is a privately held diversified energy holding company with a portfolio of competitive and regulated energy businesses in Texas. Oncor, an 80 percent-owned entity within the EFH group, is the largest regulated transmission and distribution utility in Texas. The Company delivers electricity to roughly three million delivery points in and around Dallas-Fort Worth. EFH Corp. was created in October 2007 in a $45 billion leverage buyout of Texas power company TXU in a deal led by private-equity companies Kohlberg Kravis Roberts & Co. and TPG Inc. On April 29, 2014, Energy Future Holdings and 70 affiliated companies sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 14-10979) after reaching a deal with some key financial stakeholders to keep its businesses operating while reducing its roughly $40 billion in debt. The Debtors' cases have been assigned to Judge Christopher S. Sontchi (CSS). The Debtors are seeking to have their cases jointly administered for procedural purposes. As of Dec. 31, 2013, EFH Corp. reported total assets of $36.4 billion in book value and total liabilities of $49.7 billion. The Debtors have $42 billion of funded indebtedness. EFH's legal advisor for the Chapter 11 proceedings is Kirkland & Ellis LLP, its financial advisor is Evercore Partners and its restructuring advisor is Alvarez & Marsal. The TCEH first lien lenders supporting the restructuring agreement are represented by Paul, Weiss, Rifkind, Wharton & Garrison, LLP as legal advisor, and Millstein & Co., LLC, as financial advisor. The EFIH unsecured creditors supporting the restructuring agreement are represented by Akin Gump Strauss Hauer & Feld LLP, as legal advisor, and Centerview Partners, as financial advisor. The EFH equity holders supporting the restructuring agreement are represented by Wachtell, Lipton, Rosen & Katz, as legal advisor, and Blackstone Advisory Partners LP, as financial advisor. Epiq Systems is the claims agent. Wilmington Savings Fund Society, FSB, the successor trustee for the second-lien noteholders owed about $1.6 billion, is represented by Ashby & Geddes, P.A.'s William P. Bowden, Esq., and Gregory A. Taylor, Esq., and Brown Rudnick LLP's Edward S. Weisfelner, Esq., Jeffrey L. Jonas, Esq., Andrew P. Strehle, Esq., Jeremy B. Coffey, Esq., and Howard L. Siegel, Esq. An Official Committee of Unsecured Creditors has been appointed in the case. The Committee represents the interests of the unsecured creditors of ONLY of Energy Future Competitive Holdings Company LLC; EFCH's direct subsidiary, Texas Competitive Electric Holdings Company LLC; and EFH Corporate Services Company, and of no other debtors. The Committee has selected Morrison & Foerster LLP and Polsinelli PC for representation in this high-profile energy restructuring. The lawyers working on the case are James M. Peck, Esq., Brett H. Miller, Esq., and Lorenzo Marinuzzi, Esq., at Morrison & Foerster LLP; and Christopher A. Ward, Esq., Justin K. Edelson, Esq., Shanti M. Katona, Esq., and Edward Fox, Esq., at Polsinelli PC. ENERGY FUTURE: Committee Taps Montgomery McCracken as Del. Counsel ------------------------------------------------------------------ The U.S. Bankruptcy Court will convene a hearing on Jan. 13, 2015, at 9:30 a.m., to consider approval of the retention of Montgomery, McCracken, Walker & Rhoads LLP. The Official Committee of Unsecured Creditors in the Chapter 11 cases of Energy Future Holdings Corp., et al., requested for permission to retain MMWR as as Delaware Bankruptcy counsel and conflicts counsel. MMWR has advised the EFH Committee that MMWR's hourly rates for professionals that will be primarily responsible for the matter range from $330 to $690 for partners and of counsel; from $280 to $425 for associates, and from $140 to $240 per hour for paralegals. The primary attorneys and paralegals expected to represent the EFH Committee, and their respective hourly rates are: Natalie D. Ramsey (Delaware partner) $675 Mark A. Fink (Delaware of counsel) $590 Davis Lee Wright (Delaware of counsel) $535 Katherine M. Fix (associate) $290 Keith T. Mangan (paralegal) $140 To the best of the Committee's knowledge, MMWR is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About Energy Future Energy Future Holdings Corp., formerly known as TXU Corp., is a privately held diversified energy holding company with a portfolio of competitive and regulated energy businesses in Texas. Oncor, an 80 percent-owned entity within the EFH group, is the largest regulated transmission and distribution utility in Texas. The Company delivers electricity to roughly three million delivery points in and around Dallas-Fort Worth. EFH Corp. was created in October 2007 in a $45 billion leverage buyout of Texas power company TXU in a deal led by private-equity companies Kohlberg Kravis Roberts & Co. and TPG Inc. On April 29, 2014, Energy Future Holdings and 70 affiliated companies sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 14-10979) after reaching a deal with some key financial stakeholders to keep its businesses operating while reducing its roughly $40 billion in debt. The Debtors' cases have been assigned to Judge Christopher S. Sontchi (CSS). The Debtors are seeking to have their cases jointly administered for procedural purposes. As of Dec. 31, 2013, EFH Corp. reported assets of $36.4 billion in book value and liabilities of $49.7 billion. The Debtors have $42 billion of funded indebtedness. EFH's legal advisor for the Chapter 11 proceedings is Kirkland & Ellis LLP, its financial advisor is Evercore Partners and its restructuring advisor is Alvarez & Marsal. The TCEH first lien lenders supporting the restructuring agreement are represented by Paul, Weiss, Rifkind, Wharton & Garrison, LLP as legal advisor, and Millstein & Co., LLC, as financial advisor. The EFIH unsecured creditors supporting the restructuring agreement are represented by Akin Gump Strauss Hauer & Feld LLP, as legal advisor, and Centerview Partners, as financial advisor. The EFH equity holders supporting the restructuring agreement are represented by Wachtell, Lipton, Rosen & Katz, as legal advisor, and Blackstone Advisory Partners LP, as financial advisor. Epiq Systems is the claims agent. Wilmington Savings Fund Society, FSB, the successor trustee for the second-lien noteholders owed about $1.6 billion, is represented by Ashby & Geddes, P.A.'s William P. Bowden, Esq., and Gregory A. Taylor, Esq., and Brown Rudnick LLP's Edward S. Weisfelner, Esq., Jeffrey L. Jonas, Esq., Andrew P. Strehle, Esq., Jeremy B. Coffey, Esq., and Howard L. Siegel, Esq. An Official Committee of Unsecured Creditors has been appointed in the case. The Committee represents the interests of the unsecured creditors of ONLY of Energy Future Competitive Holdings Company LLC; EFCH's direct subsidiary, Texas Competitive Electric Holdings Company LLC; and EFH Corporate Services Company, and of no other debtors. The Committee has selected Morrison & Foerster LLP and Polsinelli PC for representation in this high-profile energy restructuring. The lawyers working on the case are James M. Peck, Esq., Brett H. Miller, Esq., and Lorenzo Marinuzzi, Esq., at Morrison & Foerster LLP; and Christopher A. Ward, Esq., Justin K. Edelson, Esq., Shanti M. Katona, Esq., and Edward Fox, Esq., at Polsinelli PC. ENERGY FUTURE: Jan. 13 Hearing on Employment of Stevens & Lee ------------------------------------------------------------- The U.S. Bankruptcy Court will convene a hearing on Jan. 13, 2015, to consider Energy Future Holdings Corp., et al.'s motion to employ the law firm of Stevens & Lee, P.C. as special counsel. S&L, as special counsel to Energy Future Intermediate Holding Company LLC, will, among other things, advise and represent EFIH in connection with conflict matters and in determining whether a matter constitutes a conflict matter, reporting to and at the direction of Charles H. Cremens, as the disinterested manager of EFIH. On Nov. 7, 2014, the Debtor's board of managers adopted resolutions determining that Mr. Cremens is a disinterested manager of EFIH and delegating to him authority to engage independent legal counsel and other advisors as he deems necessary to represent and advise EFIH on matters in which a conflict exists between EFIH and any other Debtor. On Dec. 9, EFIH's board of managers adopted supplemental resolutions delegating to the disinterested manager the authority to review and act upon any conflict matter, to investigate and determine whether any matter constitutes a conflict matter, and to make and implement all decisions and bind EFIH and its subsidiaries in connection therewith, with the advice of independent advisors or others with whom he determines to consult. On Nov. 16, Mr. Cremens chose Cravath, Swaine and Moore LLP to advise and represent EFIH in connection with conflict matters. On Nov. 26, EFIH and Cravath selected S&L to act as Delaware counsel and the application sought the firm's retention nunc pro tunc to that date. The current rates and proposed rates for 2015 are: 2014 2015 ---- ---- Attorney $225 - $1,000 $230 - $1,060 Shareholders $430 - $1,000 $400 - $1,060 Of Counsel $445 - $650 $410 - $700 Associates $225 - $575 $230 - $600 Paralegals $220 - $260 $240 - $270 Legal assistants $160 $165 To the best of the Debtors' knowledge, S&L is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About Energy Future Energy Future Holdings Corp., formerly known as TXU Corp., is a privately held diversified energy holding company with a portfolio of competitive and regulated energy businesses in Texas. Oncor, an 80 percent-owned entity within the EFH group, is the largest regulated transmission and distribution utility in Texas. The Company delivers electricity to roughly three million delivery points in and around Dallas-Fort Worth. EFH Corp. was created in October 2007 in a $45 billion leverage buyout of Texas power company TXU in a deal led by private-equity companies Kohlberg Kravis Roberts & Co. and TPG Inc. On April 29, 2014, Energy Future Holdings and 70 affiliated companies sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 14-10979) after reaching a deal with some key financial stakeholders to keep its businesses operating while reducing its roughly $40 billion in debt. The Debtors' cases have been assigned to Judge Christopher S. Sontchi (CSS). The Debtors are seeking to have their cases jointly administered for procedural purposes. As of Dec. 31, 2013, EFH Corp. reported assets of $36.4 billion in book value and liabilities of $49.7 billion. The Debtors have $42 billion of funded indebtedness. EFH's legal advisor for the Chapter 11 proceedings is Kirkland & Ellis LLP, its financial advisor is Evercore Partners and its restructuring advisor is Alvarez & Marsal. The TCEH first lien lenders supporting the restructuring agreement are represented by Paul, Weiss, Rifkind, Wharton & Garrison, LLP as legal advisor, and Millstein & Co., LLC, as financial advisor. The EFIH unsecured creditors supporting the restructuring agreement are represented by Akin Gump Strauss Hauer & Feld LLP, as legal advisor, and Centerview Partners, as financial advisor. The EFH equity holders supporting the restructuring agreement are represented by Wachtell, Lipton, Rosen & Katz, as legal advisor, and Blackstone Advisory Partners LP, as financial advisor. Epiq Systems is the claims agent. Wilmington Savings Fund Society, FSB, the successor trustee for the second-lien noteholders owed about $1.6 billion, is represented by Ashby & Geddes, P.A.'s William P. Bowden, Esq., and Gregory A. Taylor, Esq., and Brown Rudnick LLP's Edward S. Weisfelner, Esq., Jeffrey L. Jonas, Esq., Andrew P. Strehle, Esq., Jeremy B. Coffey, Esq., and Howard L. Siegel, Esq. An Official Committee of Unsecured Creditors has been appointed in the case. The Committee represents the interests of the unsecured creditors of ONLY of Energy Future Competitive Holdings Company LLC; EFCH's direct subsidiary, Texas Competitive Electric Holdings Company LLC; and EFH Corporate Services Company, and of no other debtors. The Committee has selected Morrison & Foerster LLP and Polsinelli PC for representation in this high-profile energy restructuring. The lawyers working on the case are James M. Peck, Esq., Brett H. Miller, Esq., and Lorenzo Marinuzzi, Esq., at Morrison & Foerster LLP; and Christopher A. Ward, Esq., Justin K. Edelson, Esq., Shanti M. Katona, Esq., and Edward Fox, Esq., at Polsinelli PC. ENERGY FUTURE: Panel Taps AlixPartners as Restructuring Advisor --------------------------------------------------------------- The U.S. Bankruptcy Court will convene a hearing on Jan. 13, 2015, at 9:30 a.m., to consider approval of the retention of AlixPartners, LLP as restructuring advisor for the Official Committee of Unsecured Creditors in the Chapter 11 cases of Energy Future Holdings Corp., et al. AlixPartners, will, among other things: a. review and evaluate the Debtors' current financial condition, business plans and cash and financial forecasts, and periodically report to the EFH Committee regarding the same; b. review the Debtors' cash management, tax sharing and intercompany accounting systems, practices and procedures; and c. review and investigate: (i) related party transactions, including those between the Debtors and non-Debtor subsidiaries and affiliates (including, but not limited to, shared services expenses and tax allocations) and (ii) selected other prepetition transactions. Alan D. Holtz, managing director of AlixPartners, tells the Court that the customary hourly billing rates are: Managing Directors $875 – $1,010 Directors $665 – $815 Vice Presidents $490 – $590 Associates $335 – $435 Analysts $290 – $320 Paraprofessionals $220 – $240 To the best of the Committee's knowledge, AlixPartners is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About Energy Future Energy Future Holdings Corp., formerly known as TXU Corp., is a privately held diversified energy holding company with a portfolio of competitive and regulated energy businesses in Texas. Oncor, an 80 percent-owned entity within the EFH group, is the largest regulated transmission and distribution utility in Texas. The Company delivers electricity to roughly three million delivery points in and around Dallas-Fort Worth. EFH Corp. was created in October 2007 in a $45 billion leverage buyout of Texas power company TXU in a deal led by private-equity companies Kohlberg Kravis Roberts & Co. and TPG Inc. On April 29, 2014, Energy Future Holdings and 70 affiliated companies sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 14-10979) after reaching a deal with some key financial stakeholders to keep its businesses operating while reducing its roughly $40 billion in debt. The Debtors' cases have been assigned to Judge Christopher S. Sontchi (CSS). The Debtors are seeking to have their cases jointly administered for procedural purposes. As of Dec. 31, 2013, EFH Corp. reported assets of $36.4 billion in book value and liabilities of $49.7 billion. The Debtors have $42 billion of funded indebtedness. EFH's legal advisor for the Chapter 11 proceedings is Kirkland & Ellis LLP, its financial advisor is Evercore Partners and its restructuring advisor is Alvarez & Marsal. The TCEH first lien lenders supporting the restructuring agreement are represented by Paul, Weiss, Rifkind, Wharton & Garrison, LLP as legal advisor, and Millstein & Co., LLC, as financial advisor. The EFIH unsecured creditors supporting the restructuring agreement are represented by Akin Gump Strauss Hauer & Feld LLP, as legal advisor, and Centerview Partners, as financial advisor. The EFH equity holders supporting the restructuring agreement are represented by Wachtell, Lipton, Rosen & Katz, as legal advisor, and Blackstone Advisory Partners LP, as financial advisor. Epiq Systems is the claims agent. Wilmington Savings Fund Society, FSB, the successor trustee for the second-lien noteholders owed about $1.6 billion, is represented by Ashby & Geddes, P.A.'s William P. Bowden, Esq., and Gregory A. Taylor, Esq., and Brown Rudnick LLP's Edward S. Weisfelner, Esq., Jeffrey L. Jonas, Esq., Andrew P. Strehle, Esq., Jeremy B. Coffey, Esq., and Howard L. Siegel, Esq. An Official Committee of Unsecured Creditors has been appointed in the case. The Committee represents the interests of the unsecured creditors of ONLY of Energy Future Competitive Holdings Company LLC; EFCH's direct subsidiary, Texas Competitive Electric Holdings Company LLC; and EFH Corporate Services Company, and of no other debtors. The Committee has selected Morrison & Foerster LLP and Polsinelli PC for representation in this high-profile energy restructuring. The lawyers working on the case are James M. Peck, Esq., Brett H. Miller, Esq., and Lorenzo Marinuzzi, Esq., at Morrison & Foerster LLP; and Christopher A. Ward, Esq., Justin K. Edelson, Esq., Shanti M. Katona, Esq., and Edward Fox, Esq., at Polsinelli PC. ENERGY FUTURE: Panel Taps Sullivan & Cromwell as Counsel -------------------------------------------------------- The U.S. Bankruptcy Court will convene a hearing on Jan. 13, 2015, at 9:30 a.m., to consider the motion of the Official Committee Of Unsecured Creditors of Energy Future Holdings Corporation, et al., retain Sullivan & Cromwell LLP as its counsel. S&C and the EFH Committee have agreed to these hourly rates: Litigation and Restructuring Partners $995 - $1,150 Other Partners $995 - $1,295 Counsel and Special Counsel $995 - $1,190 Associates $460 - $865 Legal Assistants $225 - $355 These rates for the more senior timekeepers in each class. To the best of the EFH Committee's knowledge, S&C is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About Energy Future Energy Future Holdings Corp., formerly known as TXU Corp., is a privately held diversified energy holding company with a portfolio of competitive and regulated energy businesses in Texas. Oncor, an 80 percent-owned entity within the EFH group, is the largest regulated transmission and distribution utility in Texas. The Company delivers electricity to roughly three million delivery points in and around Dallas-Fort Worth. EFH Corp. was created in October 2007 in a $45 billion leverage buyout of Texas power company TXU in a deal led by private-equity companies Kohlberg Kravis Roberts & Co. and TPG Inc. On April 29, 2014, Energy Future Holdings and 70 affiliated companies sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 14-10979) after reaching a deal with some key financial stakeholders to keep its businesses operating while reducing its roughly $40 billion in debt. The Debtors' cases have been assigned to Judge Christopher S. Sontchi (CSS). The Debtors are seeking to have their cases jointly administered for procedural purposes. As of Dec. 31, 2013, EFH Corp. reported total assets of $36.4 billion in book value and total liabilities of $49.7 billion. The Debtors have $42 billion of funded indebtedness. EFH's legal advisor for the Chapter 11 proceedings is Kirkland & Ellis LLP, its financial advisor is Evercore Partners and its restructuring advisor is Alvarez & Marsal. The TCEH first lien lenders supporting the restructuring agreement are represented by Paul, Weiss, Rifkind, Wharton & Garrison, LLP as legal advisor, and Millstein & Co., LLC, as financial advisor. The EFIH unsecured creditors supporting the restructuring agreement are represented by Akin Gump Strauss Hauer & Feld LLP, as legal advisor, and Centerview Partners, as financial advisor. The EFH equity holders supporting the restructuring agreement are represented by Wachtell, Lipton, Rosen & Katz, as legal advisor, and Blackstone Advisory Partners LP, as financial advisor. Epiq Systems is the claims agent. Wilmington Savings Fund Society, FSB, the successor trustee for the second-lien noteholders owed about $1.6 billion, is represented by Ashby & Geddes, P.A.'s William P. Bowden, Esq., and Gregory A. Taylor, Esq., and Brown Rudnick LLP's Edward S. Weisfelner, Esq., Jeffrey L. Jonas, Esq., Andrew P. Strehle, Esq., Jeremy B. Coffey, Esq., and Howard L. Siegel, Esq. An Official Committee of Unsecured Creditors has been appointed in the case. The Committee represents the interests of the unsecured creditors of ONLY of Energy Future Competitive Holdings Company LLC; EFCH's direct subsidiary, Texas Competitive Electric Holdings Company LLC; and EFH Corporate Services Company, and of no other debtors. The Committee has selected Morrison & Foerster LLP and Polsinelli PC for representation in this high-profile energy restructuring. The lawyers working on the case are James M. Peck, Esq., Brett H. Miller, Esq., and Lorenzo Marinuzzi, Esq., at Morrison & Foerster LLP; and Christopher A. Ward, Esq., Justin K. Edelson, Esq., Shanti M. Katona, Esq., and Edward Fox, Esq., at Polsinelli PC. ENERGY FUTURE: Taps Guggenheim Securities as Investment Banker -------------------------------------------------------------- The U.S. Bankruptcy Court will convene a hearing on Jan. 13, 2015, at 9:30 a.m., to consider the approval of the motion of the Official Committee of Unsecured Creditors in the Chapter 11 cases of Energy Future Holdings Corp., et al., to retain Guggenheim Securities as its investment banker. Guggenheim Securities will, among other things: a. review and analyze the Debtors' business, operations, financial condition and prospects; b. review and analyze the Debtors' business plans and financial projections prepared by the Debtors' senior management, if available; and c. evaluate the Debtors' liquidity and debt capacity. Additionally, Rob Venerus will provide utilities knowledge and expertise to the EFH Committee. Ronen Bojmel, senior managing director and co-head of restructuring at Guggenheim Securities, with headquarters at 330 Madison Avenue, New York City, tells the Court that the fee structure includes: i. a non-refundable cash fee of $250,000 per month; and ii. a cash fee in an amount equal to $9,000,000. To the best of the EFH Committee's knowledge, Guggenheim Securities and Mr. Venerus are "disinterested persons" as that term is defined in Section 101(14) of the Bankruptcy Code. About Energy Future Energy Future Holdings Corp., formerly known as TXU Corp., is a privately held diversified energy holding company with a portfolio of competitive and regulated energy businesses in Texas. Oncor, an 80 percent-owned entity within the EFH group, is the largest regulated transmission and distribution utility in Texas. The Company delivers electricity to roughly three million delivery points in and around Dallas-Fort Worth. EFH Corp. was created in October 2007 in a $45 billion leverage buyout of Texas power company TXU in a deal led by private-equity companies Kohlberg Kravis Roberts & Co. and TPG Inc. On April 29, 2014, Energy Future Holdings and 70 affiliated companies sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 14-10979) after reaching a deal with some key financial stakeholders to keep its businesses operating while reducing its roughly $40 billion in debt. The Debtors' cases have been assigned to Judge Christopher S. Sontchi (CSS). The Debtors are seeking to have their cases jointly administered for procedural purposes. As of Dec. 31, 2013, EFH Corp. reported total assets of $36.4 billion in book value and total liabilities of $49.7 billion. The Debtors have $42 billion of funded indebtedness. EFH's legal advisor for the Chapter 11 proceedings is Kirkland & Ellis LLP, its financial advisor is Evercore Partners and its restructuring advisor is Alvarez & Marsal. The TCEH first lien lenders supporting the restructuring agreement are represented by Paul, Weiss, Rifkind, Wharton & Garrison, LLP as legal advisor, and Millstein & Co., LLC, as financial advisor. The EFIH unsecured creditors supporting the restructuring agreement are represented by Akin Gump Strauss Hauer & Feld LLP, as legal advisor, and Centerview Partners, as financial advisor. The EFH equity holders supporting the restructuring agreement are represented by Wachtell, Lipton, Rosen & Katz, as legal advisor, and Blackstone Advisory Partners LP, as financial advisor. Epiq Systems is the claims agent. Wilmington Savings Fund Society, FSB, the successor trustee for the second-lien noteholders owed about $1.6 billion, is represented by Ashby & Geddes, P.A.'s William P. Bowden, Esq., and Gregory A. Taylor, Esq., and Brown Rudnick LLP's Edward S. Weisfelner, Esq., Jeffrey L. Jonas, Esq., Andrew P. Strehle, Esq., Jeremy B. Coffey, Esq., and Howard L. Siegel, Esq. An Official Committee of Unsecured Creditors has been appointed in the case. The Committee represents the interests of the unsecured creditors of ONLY of Energy Future Competitive Holdings Company LLC; EFCH's direct subsidiary, Texas Competitive Electric Holdings Company LLC; and EFH Corporate Services Company, and of no other debtors. The Committee has selected Morrison & Foerster LLP and Polsinelli PC for representation in this high-profile energy restructuring. The lawyers working on the case are James M. Peck, Esq., Brett H. Miller, Esq., and Lorenzo Marinuzzi, Esq., at Morrison & Foerster LLP; and Christopher A. Ward, Esq., Justin K. Edelson, Esq., Shanti M. Katona, Esq., and Edward Fox, Esq., at Polsinelli PC. ENERGY FUTURE: Wants to Hire Goldin as Special Financial Advisor ---------------------------------------------------------------- The U.S. Bankruptcy Court will convene a hearing on Jan. 13, 2015, at 9:30 a.m., to consider Energy Future Intermediate Holding Company LLC's motion to employ Goldin Associates, LLC as special financial advisor, effective nunc pro tunc to Dec. 11, 2014. Goldin will be reporting to and taking direction from Charles H. Cremens, the disinterested member of the board of managers of each of EFIH in connection with conflicts Matters. Goldin's work will not duplicate the efforts of Evercore Partners or Alvarez & Marsal, whose role in the cases as primary financial and restructuring advisors to the Debtors will remain unchanged. EFIH will pay Goldin a monthly fee of $150,000 for each month of Goldin's engagement. EFIH will pay Goldin a contingent fee of $2,000,000 upon confirmation of a plan of which EFIH is a proponent or that EFIH otherwise supports. 50% of all monthly fees earned for periods commencing October 2015 will be credited against any contingent fee, provided that the credit will not exceed $1,000,000. In addition to professional fees paid to Goldin, EFIH will reimburse Goldin for all reasonable expenses incurred by Goldin. To the best of EFIH's knowledge, Goldin is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code. About Energy Future Energy Future Holdings Corp., formerly known as TXU Corp., is a privately held diversified energy holding company with a portfolio of competitive and regulated energy businesses in Texas. Oncor, an 80 percent-owned entity within the EFH group, is the largest regulated transmission and distribution utility in Texas. The Company delivers electricity to roughly three million delivery points in and around Dallas-Fort Worth. EFH Corp. was created in October 2007 in a $45 billion leverage buyout of Texas power company TXU in a deal led by private-equity companies Kohlberg Kravis Roberts & Co. and TPG Inc. On April 29, 2014, Energy Future Holdings and 70 affiliated companies sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 14-10979) after reaching a deal with some key financial stakeholders to keep its businesses operating while reducing its roughly $40 billion in debt. The Debtors' cases have been assigned to Judge Christopher S. Sontchi (CSS). The Debtors are seeking to have their cases jointly administered for procedural purposes. As of Dec. 31, 2013, EFH Corp. reported total assets of $36.4 billion in book value and total liabilities of $49.7 billion. The Debtors have $42 billion of funded indebtedness. EFH's legal advisor for the Chapter 11 proceedings is Kirkland & Ellis LLP, its financial advisor is Evercore Partners and its restructuring advisor is Alvarez & Marsal. The TCEH first lien lenders supporting the restructuring agreement are represented by Paul, Weiss, Rifkind, Wharton & Garrison, LLP as legal advisor, and Millstein & Co., LLC, as financial advisor. The EFIH unsecured creditors supporting the restructuring agreement are represented by Akin Gump Strauss Hauer & Feld LLP, as legal advisor, and Centerview Partners, as financial advisor. The EFH equity holders supporting the restructuring agreement are represented by Wachtell, Lipton, Rosen & Katz, as legal advisor, and Blackstone Advisory Partners LP, as financial advisor. Epiq Systems is the claims agent. Wilmington Savings Fund Society, FSB, the successor trustee for the second-lien noteholders owed about $1.6 billion, is represented by Ashby & Geddes, P.A.'s William P. Bowden, Esq., and Gregory A. Taylor, Esq., and Brown Rudnick LLP's Edward S. Weisfelner, Esq., Jeffrey L. Jonas, Esq., Andrew P. Strehle, Esq., Jeremy B. Coffey, Esq., and Howard L. Siegel, Esq. An Official Committee of Unsecured Creditors has been appointed in the case. The Committee represents the interests of the unsecured creditors of ONLY of Energy Future Competitive Holdings Company LLC; EFCH's direct subsidiary, Texas Competitive Electric Holdings Company LLC; and EFH Corporate Services Company, and of no other debtors. The Committee has selected Morrison & Foerster LLP and Polsinelli PC for representation in this high-profile energy restructuring. The lawyers working on the case are James M. Peck, Esq., Brett H. Miller, Esq., and Lorenzo Marinuzzi, Esq., at Morrison & Foerster LLP; and Christopher A. Ward, Esq., Justin K. Edelson, Esq., Shanti M. Katona, Esq., and Edward Fox, Esq., at Polsinelli PC. EQUINIX INC: S&P Affirms 'BB' Corporate Credit Rating ----------------------------------------------------- Standard & Poor's Ratings Services assigned its 'BBB-' issue-level rating to Equinix Inc.'s $1.5 billion senior secured credit facilities due 2019. The recovery rating is '1' and indicates S&P's expectation for very high (90% to 100%) recovery for secured creditors in the event of a payment default. The credit facility consists of a $500 million term loan due 2019 (fully drawn as of Dec. 31, 2014) and a $1 billion multi-currency revolving credit facility due 2019. Proceeds from the credit facility were used to repay the company's existing secured credit facility in Dec. 2014. In addition, S&P expects the company to use remaining proceeds for general corporate purposes, including future capital expenditures, distributions to stockholders, working capital, potential acquisitions and strategic transactions. The 'BB' corporate credit rating and stable outlook are not affected. Redwood City, Calif.–based Equinix is a data center operator providing colocation and interconnection servicers to Internet content providers, small- to midsize enterprises, larger global enterprises, financial services companies, and network service providers primarily in the Americas, Europe, and Asia-Pacific. S&P considers its business risk profile to be "satisfactory," given its global reach, substantial set of facilities in favorable locations, and large base of customers under multi-year contracts, which constrains customer churn. S&P expects leverage to be in the mid-3x area in 2015, which is its midpoint for an "aggressive" financial risk profile. Equinix's conversion to a REIT in 2015 requires significant, ongoing cash distributions and will limit the prospect for material improvement in financial metrics. RATINGS LIST Equinix Inc. Corporate Credit Rating BB/Stable/-- New Rating Equinix Inc. $1 bil. revolver due 2019 Senior Secured BBB- Recovery Rating 1 $500 mil. term loan due 2019 Senior Secured BBB- Recovery Rating 1 EVE PROPERTIES: Case Summary & 6 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Eve Properties Limited Partnership dba Ermin Herrick Rental 1040 Scotts Station Road Shelbyville, KY 40065 Case No.: 15-30006 Chapter 11 Petition Date: January 9, 2015 Court: United States Bankruptcy Court Eastern District of Kentucky (Frankfort) Debtor's Counsel: Dean A. Langdon, Esq. DELCOTTO LAW GROUP PLLC 200 N Upper St Lexington, KY 40507 Tel: (859) 231-5800 Email: dlangdon@dlgfirm.com Total Assets: $3.66 million Total Liabilities: $1.67 million The petition was signed by William Embry Herrick, general partner. A list of the Debtor's six largest unsecured creditors is available for free at http://bankrupt.com/misc/kyeb15-30006.pdf EXIDE TECHNOLOGIES: Has Backstop Deal With MacKay Shields, et al. ----------------------------------------------------------------- Exide Technologies on Jan. 7, 2015, entered into a backstop commitment agreement with certain of its senior secured noteholders. Pursuant to the BCA, and subject to the terms and conditions thereof, the Backstop Parties have agreed to purchase up to $160 million of $175 million new second lien convertible debt in the reorganized company to be offered in a rights offering under the Proposed Plan. In connection with the Company's entry into the BCA, the Company and the holders of a majority of the principal amount of the Company's senior secured notes also amended and restated the plan support agreement with the holders of a majority of the outstanding principal amount of the Company's senior secured notes, memorializing support for the Company's Proposed Plan. A copy of the BACKSTOP COMMITMENT AGREEMENT AMONG EXIDE TECHNOLOGIES AND THE BACKSTOP PARTIES PARTY HERETO, dated as of Jan. 7, 2015, is available at http://is.gd/cWPRUw A copy of Exide's Second Amended and Restated Plan Support Agreement, dated Jan. 7, 2015, is available at http://is.gd/cWPRUw The Backstop Parties and the amounts they commit are: Backstop Commitment Backstop Party Primary Notes Amount -------------- ------------- ------------------- MacKay Shields LLC, as investment adviser on behalf of the Lenders it advises $31,960,963 $40,471,537 Alliance Bernstein High Income Fund, AB Global High Income Fund, ACM Global High Yield - Offshore and Certain other affiliates 17,440,630 24,991,870 D.E. Shaw Galvanic Portfolios, L.L.C and other affiliated funds 12,962,963 1,537,037 Neuberger Berman Fixed Income LLC, as investment manager 8,328,963 3,671,037 The Northwestern Mutual Life Insurance Company 5,081,481 4,918,519 Stonehill Institutional Partners, L.P. and Stonehill Master Fund LTD 1,814,815 5,185,185 BDCM Opportunity Fund III LP 760,000 - Nomura Corporate Research and Asset MGMT Inc. 875,000 - ------------- ------------------- Total $79,224,81 $80,775,185 Aggregate Beneficially Commitment Controlled Owned Backstop Party Amount DIP Claims -------------- ------------- ------------------- MacKay Shields LLC, as investment adviser on behalf of the Lenders it advises $72,432,500 $37,976,277 Alliance Bernstein High Income Fund, AB Global High Income Fund, ACM Global High Yield - Offshore and Certain other affiliates 42,432,500 44,488,022 D.E. Shaw Galvanic Portfolios, L.L.C and other affiliated funds 14,500,000 43,645,868 Neuberger Berman Fixed Income LLC, as investment manager 12,000,000 2,370,793 The Northwestern Mutual Life Insurance Company 10,000,000 20,320,871 Stonehill Institutional Partners, L.P. and Stonehill Master Fund LTD 7,000,000 33,645,907 BDCM Opportunity Fund III LP 760,000 3,748,567 Nomura Corporate Research and Asset MGMT Inc. 875,000 7,293,341 ------------- ---------------- Total $160,000,000 $293,489,646 Exide is represented in the transaction by: Kenneth S. Ziman, Esq. J. Eric Ivester, Esq. SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP Four Times Square New York, NY 10036-6522 E-mail: ken.ziman@skadden.com eric.ivester@skadden.com - and - James J. Mazza, Jr., Esq. SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP 155 N. Wacker Dr. Chicago, IL 60606 E-mail: james.mazza@skadden.com - and - Steven J. Daniels, Esq. SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP One Rodney Square 920 N. King Street Wilmington, DE 19801 E-mail: steven.daniels@skadden.com Counsel for the Backstop Parties are: Alan W. Kornberg, Esq. Alice Belisle Eaton, Esq. Lawrence G. Wee, Esq. PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP 1285 Avenue of the Americas New York, NY 10019-6064 E-mail: akornberg@paulweiss.com aeaton@paulweiss.com lwee@paulweiss.com - and - Pauline K. Morgan, Esq. Andrew L. Magaziner, Esq. YOUNG CONAWAY STARGATT & TAYLOR, LLP Rodney Square 1000 North King Street Wilmington, DE 19801 E-mail: pmorgan@ycst.com amagaziner@ycst.com 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. * * * In November 2014, the Bankruptcy Court terminated Exide Technologies' exclusive period to propose a Chapter 11 plan. The Court ordered that any party-in-interest, including the Official Committee of Unsecured creditors may file and solicit acceptance of a Chapter 11 Plan. Exide already has a plan of reorganization in place. Under that Plan, (a) Reorganized Exide's debt at emergence will comprise: (i) an estimated $225 million Exit ABL Revolver Facility; (ii) $264 million of New First Lien High Yield Notes; (iii) $284 million of New Second Lien Convertible Notes. The Debtor's non-debtor European subsidiaries are also expected to have approximately $23 million; (b) The New Second Lien Convertible Notes will be convertible into 80% of the New Exide Common Stock on a fully diluted basis; and (c) New Exide Common Stock would be allocated as follows: 15.0% to Holders of Senior Secured Note Claims after conversion of the New Second Lien Convertible Notes into New Exide Common Stock; 3.0% on account of the DIP/Second Lien Conversion Funding Fee; and 2.0% on account of the DIP/Second Lien Backstop Commitment Fee. Exide has entered into an amended and restated plan support agreement with holders of a majority of the principal amount of its senior secured notes. A full-text copy of the Disclosure Statement dated Nov. 17, 2014, is available at http://bankrupt.com/misc/EXIDEds1117.pdf In December 2014, Judge Kevin Carey denied the request of Exide shareholders for appointment of an official equity holders' committee. The shareholders have objected to the Plan. EXIDE TECHNOLOGIES: Seeks Bankruptcy Peace Plan w/ Creditors ------------------------------------------------------------ Peg Brickley, writing for Daily Bankruptcy Review, reported that Exide Technologies Inc. is trying to reach a deal with its unsecured creditors that will ward off a contest over its effort to get out of Chapter 11 bankruptcy. According to the report, the battery maker wants to exit bankruptcy either by way of a deal with junior creditors, like the one it has reached with senior creditors, or by way of a sale. What it doesn't want is a court fight that will prolong its stay in Chapter 11, Exide lawyer Eric Ivester told a judge, the DBR report said. 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. * * * In November 2014, the Bankruptcy Court terminated Exide's exclusive period to propose a Chapter 11 plan. The Court ordered that any party-in-interest, including the Official Committee of Unsecured creditors may file and solicit acceptance of a Chapter 11 Plan. Exide already has a plan of reorganization in place. Under that Plan, (a) Reorganized Exide's debt at emergence will comprise: (i) an estimated $225 million Exit ABL Revolver Facility; (ii) $264.1 million of New First Lien High Yield Notes; (iii) $283.8 million of New Second Lien Convertible Notes. The Debtor's non-debtor European subsidiaries are also expected to have approximately $23 million; (b) The New Second Lien Convertible Notes will be convertible into 80% of the New Exide Common Stock on a fully diluted basis; and (c) New Exide Common Stock would be allocated as follows: 15.0% to Holders of Senior Secured Note Claims after conversion of the New Second Lien Convertible Notes into New Exide Common Stock; 3.0% on account of the DIP/Second Lien Conversion Funding Fee; and 2.0% on account of the DIP/Second Lien Backstop Commitment Fee. Exide has entered into an amended and restated plan support agreement with holders of a majority of the principal amount of its senior secured notes. A full-text copy of the Disclosure Statement dated Nov. 17, 2014, is available at http://bankrupt.com/misc/EXIDEds1117.pdf In December 2014, Judge Kevin Carey denied the request of Exide shareholders for appointment of an official equity holders' committee. The shareholders have objected to the Plan. F&H ACQUISITION: Has Until March 12, 2015 to Remove Actions ----------------------------------------------------------- The U.S, Bankruptcy Court, in a third order, extended until March 12, 2015, the period within which F & H Acquisition Corp., et al., may remove actions pursuant to 28 U.S.C. Sec. 1452. As reported in the Troubled Company Reporter on Nov. 21, 2014, the Debtors are parties to actions pending in the courts of certain states and federal districts, and believe that it is prudent to seek an extension of the time established by Bankruptcy Rule 9027 to protect the rights of the Debtors and their estates to remove these actions. Wichita, Kansas-based F & H Acquisition Corp., et al., owners of the Fox & Hound, Champps, and Bailey's Sports Grille casual dining restaurants, filed sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-13220) on Dec. 16, 2013, to quickly sell their assets. As of the bankruptcy filing, the Debtors had 101 restaurants located in 27 states and 6,000 employees. F & H disclosed $122 million in assets and $123 million in liabilities as of the Chapter 11 filing. The Debtors are represented by Robert S. Brady, Esq., Robert F. Poppiti, Jr., Esq., and Rodney Square, Esq., at Young, Conaway, Stargatt & Taylor, LLP of Wilmington, DE; and Adam H. Friedman, Esq., Jordana L. Nadritch, Esq., and Jonathan T. Koevary, Esq. at Olshan Frome Wolosky, LLP of New York, NY. Imperial Capital LLC as financial advisor; and Epiq Bankruptcy Solutions as claims and noticing agent. The Official Committee of Unsecured Creditors is represented by Bradford J. Sandler, Esq., at Pachulski Stang Ziehl & Jones, LLP, in Wilmington; and Jeffrey N. Pomerantz, Esq., at Pachulski Stang Ziehl & Jones, LLP, in Los Angeles, California. By order dated Feb. 28, 2014, the Court approved the sale of substantially all of the assets pursuant to an Asset Purchase Agreement, dated as of Feb. 7, 2014, by and among the Debtors and Cerberus Business Finance, LLC, as buyer. The sale closed on March 12, 2014. F&H ACQUISITION: Seeks April 13 Extension of Plan Filing Date ------------------------------------------------------------- F&H Acquisition Corp., et al., ask the U.S. Bankruptcy Court for the District of Delaware to further extending their exclusive plan filing period through and including April 13, 2015, and exclusive solicitation period through and including June 8, 2015. According to the Debtors, they are still in the process of reconciling claims, particularly priority claims and administrative claims, which will help guide them to a resolution of their Chapter 11 cases. The proposed exclusivity extension, the Debtors tell the Court, complements their claims reconciliation timeline and efforts, and will give the Debtors the additional time they need to continue the claims resolution process as well as determine the appropriate exit mechanism for their bankruptcy cases. A hearing on the extension request is set for Feb. 9, 2015, at 11:00 a.m. (ET). Objections are due Jan. 23. About F & H Acquisition Corp. Wichita, Kansas-based F & H Acquisition Corp., et al., owners of the Fox & Hound, Champps, and Bailey's Sports Grille casual dining restaurants, filed sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-13220) on Dec. 16, 2013, to quickly sell their assets. As of the bankruptcy filing, the Debtors had 101 restaurants located in 27 states and 6,000 employees. F & H disclosed $122,115,200 in assets and $122,579,631 in liabilities as of the Chapter 11 filing. The Debtors are represented by Robert S. Brady, Esq., Robert F. Poppiti, Jr., Esq., and Rodney Square, Esq., at Young, Conaway, Stargatt & Taylor, LLP of Wilmington, DE; and Adam H. Friedman, Esq., Jordana L. Nadritch, Esq., and Jonathan T. Koevary, Esq. at Olshan Frome Wolosky, LLP of New York, NY. Imperial Capital LLC as financial advisor; and Epiq Bankruptcy Solutions as claims and noticing agent. The Official Committee of Unsecured Creditors is represented by Bradford J. Sandler, Esq., at Pachulski Stang Ziehl & Jones, LLP, in Wilmington; and Jeffrey N. Pomerantz, Esq., at Pachulski Stang Ziehl & Jones, LLP, in Los Angeles, California. By order dated Feb. 28, 2014, the Court approved the sale of substantially all of the assets pursuant to an Asset Purchase Agreement, dated as of Feb. 7, 2014, by and among the Debtors and Cerberus Business Finance, LLC, as buyer. The sale closed on March 12, 2014. FALCON STEEL: Unit Wants to Sell Heavy Industrial Equipment ----------------------------------------------------------- Falcon Steel Company, and New Falcon Steel, LLC ask the U.S. Bankruptcy Court to authorize New Falcon to enter into and consummate a private sale of heavy industrial equipment. New Falcon will sell the equipment to Ingenia GmbH for a purchase price of EUR878,000 or $1.083 million. The equipment consist of lift stations and overhead cranes for material movement in commercial and industrial applications. The equipment is not currently being used by the Debtors, and it is not necessary for the Debtors' reorganization. The Debtors propose to place the proceeds of the sale in a segregated account pending final determination of any security interests in the proceeds. About Falcon Steel Falcon Steel Company and New Falcon Steel, LLC, sought Chapter 11 protection in the U.S. Bankruptcy Court for the Northern District of Texas, Fort Worth Division (Case Nos. 14-42585 and 14-42586) on June 29, 2014. Falcon Steel claims to be the only American-owned company that builds steel lattice towers for high electrical transmission lines. Falcon Steel was formed in 1963 and has operated continuously since that time as a manufacturer engaged in fabricating and galvanizing structural steel for customers in the United States. New Falcon, a subsidiary, suspended operations in June 2013 and is being held for sale. Falcon has three manufacturing plants in the DFW area in Texas, with one facility in Haltom City, another in Euless, and the third facility in Kaufman, Texas. The company's corporate headquarters is located at its Haltom City plant. It currently employs approximately 255 employees. Bankruptcy Judge D. Michael Lynn, in an amended order, directed the joint administration of the cases (Lead Case No. 14-42585). Falcon Steel estimated assets and debt of $10 million to $50 million. The Debtors have tapped Forshey & Prostok, LLP, as general counsel and Decker, Jones, McMackin, McClane, Hall & Bates, P.C. as special corporate counsel. Ryan LLC acts as property tax consultant. The Debtors also tapped Western Operations LLC as financial consultant, and Rylander, Clay & Opitz, LLP, as accountants. The U.S. Trustee has appointed a five-member panel to serve as the official unsecured creditors committee in the Debtors' cases. The Committee has tapped McCathern, PLLC, as counsel. FALCON STEEL: US Trustee Appoints One More Committee Member ----------------------------------------------------------- The U.S. Trustee for Region 6 on Jan. 8, 2015, appointed Larry Swagger to Falcon Steel Co.'s official committee of unsecured creditors. The unsecured creditors' committee is now composed of: (1) Ralph Thomas Secretary Red Ball Oxygen Co., Inc. 609 N. Market Shreveport, Louisiana 71107 Phone: 318-423-2051 (2) Robert Gomez Credit Manager Willbanks Metals, Inc. 1155 NE 28th Street Fort Worth, Texas 76106 Phone: 817-625-6161 (3) Tara Mackey Chief Legal Officer and Secretary AZZ Galvanizing One Museum Place 3100 West 7th Street, Suite 500 Fort Worth, Texas 76107 Phone: 817-810-0095 (4) Scott Munsen Credit Manager Steel & Pipe Supply Co. 555 Poyntz Avenue Manhattan, KS 66502 Phone: 785-587-5140 (5) Varity Schwartz Director of Corp. Services Focus North America, Inc. 1005 W. 8th Street Vancouver, WA 98660 Phone: 360-694-9566 (6) Larry Swagger P. O. Box 251 Gordon, TX 76453 Phone: 254-693-5529 About Falcon Steel Falcon Steel Company and New Falcon Steel, LLC, sought Chapter 11 protection in the U.S. Bankruptcy Court for the Northern District of Texas, Fort Worth Division (Case Nos. 14-42585 and 14-42586) on June 29, 2014. Falcon Steel claims to be the only American-owned company that builds steel lattice towers for high electrical transmission lines. Falcon Steel was formed in 1963 and has operated continuously since that time as a manufacturer engaged in fabricating and galvanizing structural steel for customers in the United States. New Falcon, a subsidiary, suspended operations in June 2013 and is being held for sale. Falcon has three manufacturing plants in the DFW area in Texas, with one facility in Haltom City, another in Euless, and the third facility in Kaufman, Texas. The company's corporate headquarters is located at its Haltom City plant. It currently employs approximately 255 employees. Bankruptcy Judge D. Michael Lynn, in an amended order, directed the joint administration of the case of Falcon Steel Company and New Falcon Steel, LLC (Lead Case No. 14-42585). Falcon Steel estimated assets and debt of $10 million to $50 million. The Debtors have tapped Forshey & Prostok, LLP, as general counsel and Decker, Jones, McMackin, McClane, Hall & Bates, P.C. as special corporate counsel. Ryan LLC acts as property tax consultant. The Debtors also tapped Western Operations LLC as financial consultant, and Rylander, Clay & Opitz, LLP, as accountants. The U.S. Trustee has appointed a five-member panel to serve as the official unsecured creditors committee in the Debtors' cases. The Committee has tapped McCathern, PLLC, as counsel. FISHER ISLAND: Abramson Law Group Must Produce Docs, Court Says --------------------------------------------------------------- In the adversary cases, FISHER ISLAND INVESTMENTS, INC., MUTUAL BENEFITS OFFSHORE FUND, LTD., and LITTLE REST TWELVE, INC., Plaintiffs, v. AREAL PLUS GROUP, SOLBY WESTBRAE PARTNERS, 19 SHC, CORP., 601/1700 NBC, LLC, and THE ABRAMSON LAW GROUP, PLLC, Defendants, Adv. Proc. Nos. 13-1835-AJC, 13-1836-AJC, 13-1837-AJC (Bankr. S.D. Fla.), Bankruptcy Judge A. Jay Cristol granted the motion of the Alleged Debtors Fisher Island Investments, Mutual Benefits Offshore Fund, and Little Rest Twelve seeking an order: (1) overruling the privilege objections of Defendant The Abramson Law Group, PLLC; (2) compelling the production of documents concerning communications between Abramson and its clients, on the one hand, and the Zeltser Group and its counsel, including Emanuel Zeltser, on the other; and (3) permitting the Alleged Debtors to re-depose Abramson's corporate representative(s) concerning all subject matters on which Abramson refused to respond on the basis of the purported "common interest" privilege. The adversary proceeding relates to whether the Defendants wrongfully secured an ex parte, $32 million "confession" judgment in New York state court against the Alleged Debtors while the Alleged Debtors were subject to previously filed involuntary bankruptcy proceedings in this Court. The bankruptcy proceedings were initiated by virtually the same Defendants on virtually the same debts sued upon in New York. The adversary complaint requests injunctive relief against the enforcement of that judgment and damages. A copy of Judge Cristol's Jan. 8, 2015 Order is available at http://is.gd/vKPOAkfrom Leagle.com. The Alleged Debtors are represented by: Patricia Redmond, Esq. STEARNS WEAVER MILLER WEISSLER ALHADEFF & SITTERSON P.A. 150 West Flagler Street Miami, FL 33130 Tel:(305) 789-3553 E-mail: predmond@stearnsweaver.com About Fisher Island Investments Solby+Westbrae Partners; 19 SHC Corp.; Ajna Brands Inc.; 601/1700 NBC LLC; Axafina Inc.; and Oxana Adler, LLM, filed an involuntary Chapter 11 petition against Miami Beach, Florida-based Fisher Island Investments, Inc. (Bankr. S.D. Fla. Case No. 11-17047) on March 17, 2011. On the same date, involuntary Chapter 11 petitions were also filed against the Company's affiliates, Mutual Benefits Offshore Fund, LTD (Bankr. S.D. Fla. Case No. 11-17051) and Little Rest Twelve, Inc. (Bankr. S.D. Fla. Case No. 11-17061). Judge A. Jay Cristol presides over the case. The case was previously assigned to Judge Laurel M. Isicoff. Petitioning creditors are represented by Craig A. Pugatch, Esq., and George L. Zinkler, Esq., at Rice Pugatch Robinson & Schiller, P.A., 101 NE 3 Ave. Suite 1800, Fort Lauderdale FL 33301. John F. O'Sullivan, Esq., at Hogan Lovells US LLP, Patricia A. Redmond, Esq., at Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A.,, and Terrance A. Dee, Esq., at DiBello, Lopez & Castillo, P.A., represent Alleged Debtor Fisher Island Investments, Inc., as counsel. FOREST OIL: BlackRock No Longer a 5% Shareholder ------------------------------------------------ In an amended Schedule 13G filed with the U.S. Securities and Exchange Commission, BlackRock, Inc., disclosed that as of Dec. 31, 2014, it beneficially owned 25,897 shares of common stock of Forest Oil Corp representing 0 percent of the shares outstanding. BlackRock previously held 6,835,404 shares representing 5.7 percent at Oct. 31, 2014. A full-text copy of the regulatory filing is available for free at http://is.gd/MYTXXu About Forest Oil Forest Oil is an independent oil and gas company engaged in the acquisition, exploration, development, and production of oil, natural gas, and natural gas liquids ("NGLs") primarily in North America. Ernst & Young LLP, in Denver, Colorado, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent accounting firm noted that the Company has determined that it expects to fail a financial covenant in its Credit Facility sometime prior to the end of 2014, which could result in the acceleration of all borrowings thereunder and the Company's senior unsecured notes due 2019 and 2020. This raises substantial doubt about the Company's ability to continue as a going concern. The Company's balance sheet at Sept. 30, 2014, the Company had $927 million in total assets, $1.07 billion in total liabilities and a $148 million total shareholders' deficit. * * * As reported by the TCR on Aug. 25, 2014, Standard & Poor's Ratings Services said that its 'B-' corporate credit rating and its other ratings on Denver-based Forest Oil Corp. remain on CreditWatch with positive implications, pending the close of a merger transaction with Sabine Oil & Gas LLC. GENERAL STEEL: Shareholders Elected 5 Directors to Board -------------------------------------------------------- General Steel Holdings, Inc., held its 2014 annual general meeting on Dec. 29, 2014, at which the shareholders: 1. elected five members to its Board of Directors (Zuosheng Yu, John Chen, James Hu, Angela He, and Zhongkui Cao) to serve until the annual meeting of shareholders to be held in 2015 and until their respective successors are elected and qualified; 2. ratified the appointment of Friedman LLP as the independent registered public accounting firm of the Company for the fiscal year ending Dec. 31, 2014; 3. approved and ratified an amendment to the Company's 2008 Equity Incentive Plan, as amended, to increase the number of shares of the Company's common stock reserved for issuance thereunder to 6,000,000; 4. approved, on a non-binding basis, the compensation of the Company's Named Executive Officers; and 5. approved a reverse stock split of the Company's common stock, pursuant to which, each stockholder will receive one share of the Company's common stock in exchange for every two, three or four shares of the Company's common stock owned at the effective time of that reverse split, with the exact ratio to be determined by the Company's Board of Directors. At the meeting, an amendment to the aforementioned resolution was introduced to the effect that the Reverse Split would not take effect immediately upon approval of the resolution, but rather subject to and only upon the Board of Directors of the Company resolving to approve and proceed with such Reverse Split. About General Steel Holdings General Steel Holdings, Inc., headquartered in Beijing, China, produces a variety of steel products including rebar, high-speed wire and spiral-weld pipe. The Company has operations in China's Shaanxi and Guangdong provinces, Inner Mongolia Autonomous Region and Tianjin municipality with seven million metric tons of crude steel production capacity under management. For more information, please visit http://www.gshi-steel.com/ The Company reported a net loss of $42.6 million in 2013, a net loss of $232 million in 2012, a net loss of $283 million in 2011, and a net loss of $46.27 million in 2010. The Company's balance sheet at Sept. 30, 2014, showed $2.76 billion in assets, $3.35 billion in liabilities, and a $584 million total deficiency. GLOBAL GEOPHYSICAL: Amegy Bank Approved to Effectuate a Setoff -------------------------------------------------------------- U.S. Bankruptcy Judge Richard S. Schmidt signed off an agreed order between Autoseis, Inc., et al., and Amegy Bank N.A., terminating the automatic stay. On Dec. 19, 2014, Amegy Bank, secured creditor and party-in-interest, sought relief from the automatic stay in order to effectuate a postpetition setoff. Pursuant to the agreed order, the Court authorized Amegy Bank to: -- immediately set off against the collateral in its possession any amounts drawn down by British Arab Commercial Bank, Ltd. against the LC or under the Amegy LC Facility; -- immediately issue any notice(s) necessary to BACB to inform BACB that Amegy Bank will not extend and renew the Amegy LC Facility. About Global Geophysical, Autoseis et al. Global Geophysical Services Inc., a provider of seismic data for the oil and gas drilling industry, sought bankruptcy protection, intending to reorganize on its own with additional capital or explore a sale or other transaction. Based in Missouri City, Texas, Global Geophysical disclosed assets of $468.7 million and liabilities totaling $407.3 million as of Sept. 30, 2013. Liabilities include $81.8 million on a secured term loan owing to TPG Specialty Lending Inc. and Tennenbaum Capital Partners LLC. TPG is the lenders' agent. Global also owes $250 million on two issues of 10.5 percent senior unsecured notes, with Bank of New York Mellon Trust Co. as indenture trustee. Global Geophysical and five affiliates, including Autoseis, Inc. (lead debtor), filed Chapter 11 petitions in Corpus Christi, Texas (Bankr. S.D. Tex. Lead Case No. 14-20130) on March 25, 2014. The Debtors are represented by C. Luckey McDowell, Esq., Omar Alaniz, Esq., and Ian E. Roberts, Esq., at Baker Botts, LLP, in Dallas, Texas; and Shelby A. Jordan, Esq., and Nathanial Peter Holzer, Esq., at Jordan, Hyden, Womble, Culbreth, & Holzer, PC in Corpus Christi, Texas. Alvarez & Marsal serves as the Debtors' restructuring advisors, Fox Rothschild Inc. as financial advisor, and Prime Clerk as claims and noticing agent. The Plan of Reorganization is premised upon a backstop conversion commitment agreement negotiated with an ad hoc group of Senior Noteholders, which holds approximately 57% of the Senior Notes and substantially all of the Company's $151.9 million DIP Loan, and the Official Committee of Unsecured Creditors. The Ad Hoc Group will convert up to $68.1 million of their debt into equity. The U.S. Trustee for Region 7, has selected seven creditors to the Official Committee of Unsecured Creditors. The Committee tapped Greenberg Traurig, LLP as counsel; and Lazard Freres & Co. LLC and Lazard Middle Market LLC, as financial advisors and investment bankers. The Ad Hoc Group of Noteholders and the DIP Lenders are represented by Marty L. Brimmage, Jr., Esq., Charles R. Gibbs, Esq., Michael S. Haynes, Esq., and Lacy M. Lawrence, Esq., at Akin Gump Strauss Hauer & Feld LLP. Prepetition secured lender TPG is represented by David M. Bennett, Esq., Tye C. Hancock, Esq., and Joseph E. Bain, Esq., at Thompson & Knight LLP; and Adam C. Harris, Esq., Lawrence V. Gelber, Esq., David M. Hillman, Esq., and Brian C. Tong, Esq., at Schulte Roth & Zabel LLP. HEADWATERS INC: S&P Raises CCR to 'B+'; Outlook Stable ------------------------------------------------------ Standard & Poor's Ratings Services said it raised its corporate credit rating on South Jordan, Utah-based Headwaters Inc. to 'B+' from 'B'. The outlook is stable. At the same time, S&P raised its issue-level ratings on Headwaters' $400 million senior secured notes to 'BB-' from 'B+.' The recovery rating on the notes remains unchanged at '2', indicating S&P's expectation for substantial (70%-90%) recovery in the event of payment default. In addition, S&P raised its issue-level ratings on Headwaters' $150 million senior unsecured notes to 'B-' from 'CCC+.' The recovery rating on the notes remains unchanged at '6', indicating S&P's expectation for negligible (0%-10%) recovery in the event of payment default. "The outlook is stable, reflecting our expectations that the improvement in housing starts and nonresidential construction will result in better operating performance for Headwaters," said Standard & Poor's credit analyst Maurice Austin. "We expect credit measures to improve during the year but to still remain in line with our assessment of its aggressive financial risk profile, with 2015 leverage of about 4x and FFO to debt below 20%." S&P believes that a downgrade is unlikely within the next 12 months based on its favorable view of industry fundamentals. However, S&P could lower the ratings if the improvement in residential construction activity or fly ash demand is less than expected, such that leverage increases more than 5x, causing S&P to revise its assessment of financial risk to "highly leveraged." S&P could raise the rating if 2015 sales growth exceeded 13%, with gross margins greater than 35%, resulting in leverage likely to be maintained at less than 4x and FFO to debt to be maintained at more than 20%, commensurate with a "significant" financial risk profile. This could occur if there were a greater-than-expected recovery in residential and commercial construction. HEI INC: Section 341(a) Meeting Set for Jan. 29 ----------------------------------------------- A meeting of creditors in the bankruptcy case of HEI, Inc., is scheduled for Jan. 29, 2015, 1:30 p.m. at Mtg Minneapolis, US Courthouse, 300 S 4th St, Rm 1017 (10th Floor). Proofs of claims are due by April 29, 2015. This is the first meeting of creditors required under Section 341(a) of the Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This meeting of creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. About HEI, Inc. HEI, Inc., filed a Chapter 11 bankruptcy petition (Bankr. D. Minn. Case No. 15-40009) in Minneapolis, Minnesota, on Jan. 4, 2015. The case is assigned to Judge Kathleen H. Sanberg. The Debtor estimated $10 million to $50 million in assets and debts. The deadline for governmental entities to file claims is July 6, 2015. The Debtor has tapped James L. Baillie, Esq., James C. Brand, Esq., and Sarah M Olson, Esq., at Fredrikson & Byron P.A., as counsel; Alliance Management as business and financial consultant; and Winthrop & Weinstine, P.A., as special counsel. HEI INC: Trying to Sell Some or All of Assets --------------------------------------------- Katharine Grayson, writing for Minneapolis / St. Paul Business Journal, reports that HEI Inc. is trying to sell some or all of its assets. The Debtor said in court filings that it struggled financially over the past year as two of its largest customers reduced orders. Business Journal relates that California-based Boulder Investors is its largest creditor, owed at $444,000, while Teamvantage Molding is its largest Minnesota-based creditor is Teamvantage Molding, owed at $87,800. According to the Star Tribune, the Debtor's workers dropped to 88 in December 2014, from 110 . About HEI, Inc. Headquartered in Victoria, Minnesota, HEI, Inc., develops and manufactures microelectronics, substrates, electromechanical hardware and embedded software for the medical, telecommunications, military, aerospace and industrial markets. It has operations in Arizona, Colorado and Minnesota. The Debtor filed a Chapter 11 bankruptcy petition (Bankr. D. Minn. Case No. 15-40009) in Minneapolis, Minnesota, on Jan. 4, 2015. The case is assigned to Judge Kathleen H. Sanberg. The Debtor estimated $10 million to $50 million in assets and debt. The deadline for governmental entities to file claims is July 6, 2015. The Debtor has tapped James L. Baillie, Esq., James C. Brand, Esq., and Sarah M Olson, Esq., at Fredrikson & Byron P.A., as counsel; Alliance Management as business and financial consultant; and Winthrop & Weinstine, P.A., as special counsel. INDEX RECOVERY: Liquidating Plan Declared Effective --------------------------------------------------- Index Recovery Group, LP, has notified the Bankruptcy Court that the effective date of the Plan of Liquidation was deemed to have occurred on Dec. 11, 2014. The Plan of Liquidation dated Sept. 24, 2014, was approved by U.S. Bankruptcy Judge Diane Davis on the same date. 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 non-subordinated unsecured creditors equal to 100% of their allowed claims, and then to investors of not less than $15 million, which is 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 non-subordinated 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 $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 $35 million. Therefore, the Fund estimates that investors will receive an initial distribution of 43% of the value of their redemption claim (calculated as of Dec. 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 $38.1 million. 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 $13.8 million and total liabilities of $35.5 million. Judge Diane Davis presides over the case. The Debtor is represented by Jeffrey A. Dove, Esq., at Menter, Rudin & Trivelpiece, P.C. INT'L MANUFACTURING: Seeks to Expand Diamond McCarthy Work ---------------------------------------------------------- The Bankruptcy Court will convene a hearing on Jan. 28, 2014, at 10:00 a.m., to consider the motion filed by Beverly N. McFarland, acting Chapter 11 trustee for International Manufacturing Group, Inc., to employ Diamond McCarthy LLP as special litigation counsel The Trustee supplemented the motion to expand the scope of Diamond McCarthy's employment to include the prosecution of the contingency litigation claims held by the estate and trustee against transferees of preferences and fraudulent transfers, insiders and affiliates of the Debtor and third parties, including, without limitation, specific partners or co-investors with the principal of the Debtor (Deepal Wannakuwatte), auditors, legal counsel, brokers, financial institutions, and alleged fraudulent transfer recipients, among others, on a contingency fee basis. The contingency fee is payable by the estate, which contingency fee will be approved in advance. As reported in the Troubled Company Reporter on Aug. 1, 2014, the Trustee has tapped Diamond McCarthy to: (a) investigate the estate's potential litigation claims against (i) transferees of preferences and fraudulent transfers, (ii) insiders and affiliates of the Debtor and (iii) third parties, including, without limitation, auditors, legal counsel, brokers, financial institutions, among others; (b) prepare a written report (the "Book Report") detailing the results of Diamond McCarthy's investigation, including recommendations with respect to potential prosecution of the estate's litigation claims; (c) coordinate investigation and litigation activities with the Trustee's other professionals, law enforcement, regulatory and governmental entities, among others, and (d) general litigation consultation and advice. In addition to the litigation-specific matters, the trustee may request Diamond McCarthy to represent the trustee as conflicts counsel on any matter in which the trustee's general counsel may have potential conflict, if and when such a matter arises. The trustee's proposed employment of Diamond McCarthy is detailed in the Agreement and consists of two compensation components, a fixed fee component and an hourly fee component. First, Diamond McCarthy will undertake the investigation and assessment of the estate's potential litigation claims and prepare the Book Report, a comprehensive written analysis of potential claims, for a fixed fee of $150,000 plus reasonable out of pocket expenses. The Fixed Fee is the only fee compensation Diamond McCarthy will receive for the Book Report and covers all of Diamond McCarthy's professional fees for the investigation analysis and preparation of the Book Report. Second, should the trustee ask Diamond McCarthy to provide litigation advice or support apart from the Book Report, such as assisting in a contested matter, claim objection or similar action, Diamond McCarthy will be compensated based on its professional hourly rates, subject to a $495 per hour cap, plus reasonable and necessary out of pocket expenses. In addition, the Trustee may request Diamond McCarthy to represent the Trustee as conflicts counsel on any matter in which the Trustee's general counsel may have a potential conflict, if and when such a matter arises. Diamond McCarthy will be paid at these hourly rates: Allan B. Diamond, partner $495 Christopher D. Sullivan, partner $495 Jason M. Rudd, partner $440 Michael Yoder, partner $325 Daniel Meyler, associate $260 Christopher D. Sullivan, Esq., a partner of Diamond McCarthy, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. About International Manufacturing Deepal Wannakuwatte, the mastermind of a $150 million Ponzi scheme, put himself and his company, International Manufacturing Group Inc., into Chapter 11 after he pleaded guilty to one count of wire fraud and agreed to a 20-year prison sentence. The bankruptcy filing was part of his plea bargain with federal prosecutors. Mr. Wannakuwatte is the former owner of the Sacramento Capitols tennis team. International Manufacturing Group, Inc., filed a bare-bones Chapter 11 bankruptcy petition (Bankr. E.D. Cal. Case No. 14-25820) in Sacramento, on May 30, 2014. The case is assigned to Judge Robert S. Bardwil. The Debtor has tapped Marc A. Caraska, in Sacramento, as counsel. In June 2014, Beverly N. McFarland was appointed as Chapter 11 trustee for the Debtor. She has tapped Felderstein Fitzgerald Willoughby & Pascuzzi LLP as her bankruptcy counsel; Diamond McCarthy LLP as her special litigation counsel; Gabrielson & Company as accountant; and Karen Rushing as bookkeeper outside the ordinary course of business. According to the docket, governmental entities have until Nov. 26, 2014, to file claims. The U.S. Trustee for Region 7 appointed a three-member unsecured creditors panel comprising of Byron Younger, Janine Jones, and Steve Whitesides. INTL MANUFACTURING: Jan. 21 Hearing on Community Ist's Stay Motion ------------------------------------------------------------------ The Bankruptcy Court will convene a hearing on Jan. 21, at 10:00 a.m., to consider creditor Community 1st Bank's motion for relief from automatic stay as to that certain real property located in Yuba County, California, commonly known as 1370 Furneaux Road, Olivehurst, California, owned by Olivehurst Glove Manufacturers, LLC. As of Dec. 29, 2014, Olivehurst is not in bankruptcy, but it is one of the selected entities proposed to be substantively consolidated into the current bankruptcy case of International Manufacturing Group, Inc., in a motion filed by Beverly N. McFarland, the acting Chapter 11 trustee. Olivehurst is indebted to lender under two loans, Loan 9400 and Loan 5400. The Debtor executed a personal guaranty for each of the Loans. Olivehurst is in default of its obligations under each of the Loans. As of May 30, 2014, there was and is due and owing under the Loans the sum of $4,186,451. The lender explains that whether Olivehurst is substantively consolidated into the IMG estate or not, there is no equity in the real property. Lender's appraisal states the "as-is" market value of the real property is $3,900,000. Community 1st is represented by Kevin G. Howard, Esq., at KRAFT OPICH, LLP. About International Manufacturing Deepal Wannakuwatte, the mastermind of a $150 million Ponzi scheme, put himself and his company, International Manufacturing Group Inc., into Chapter 11 after he pleaded guilty to one count of wire fraud and agreed to a 20-year prison sentence. The bankruptcy filing was part of his plea bargain with federal prosecutors. Mr. Wannakuwatte is the former owner of the Sacramento Capitols tennis team. International Manufacturing Group, Inc., filed a bare-bones Chapter 11 bankruptcy petition (Bankr. E.D. Cal. Case No. 14-25820) in Sacramento, on May 30, 2014. The case is assigned to Judge Robert S. Bardwil. The Debtor has tapped Marc A. Caraska, in Sacramento, as counsel. In June 2014, Beverly N. McFarland was appointed as Chapter 11 trustee for the Debtor. She has tapped Felderstein Fitzgerald Willoughby & Pascuzzi LLP as her bankruptcy counsel; Diamond McCarthy LLP as her special litigation counsel; Gabrielson & Company as accountant; and Karen Rushing as bookkeeper outside the ordinary course of business. According to the docket, governmental entities have until Nov. 26, 2014, to file claims. The U.S. Trustee for Region 7 appointed a three-member unsecured creditors panel comprising of Byron Younger, Janine Jones, and Steve Whitesides. ISC8 INC: Cybersecurity Firm to Sell Assets for $7.9 Million ------------------------------------------------------------ Patrick Fitzgerald, writing for Daily Bankruptcy Review, reported that bankrupt California cybersecurity firm ISC8 Inc. has agreed to sell its assets to an investment group made up of Griffin Partners LLC and Fundamental Capital Management LLC for about $7.9 million. According to the report, in a filing with the U.S. Bankruptcy Court in Santa Ana, Calif., ISC8's restructuring chief, Alfred M. Masse, said the investment firms had agreed to serve as the stalking horse, or lead, bidders for an auction of the cybersecurity firm's technology. 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. ISC8 INC: Sale Hearing Scheduled for Jan. 29 -------------------------------------------- ISC8 Inc. is poised to sell substantially all of its assets free and clear of all claims and interests under Section 363 of the Bankruptcy Code in its chapter 11 Case pending in the U.S. Bankruptcy Court for the Central District of California as Case No. 14-bk-15750-SC. These include proprietary "cyber security" assets, representing more than $70 million of invested capital, designed to thwart cyber invaders AFTER they have infiltrated a system's defenses. As shown by highly publicized recent episodes of malicious infiltration of network systems, the damage occurs AFTER the invaders have scaled firewalls and other exterior network defenses. ISC8's technology implements a sensor-based, near real-time forensics technology that identifies malware threats ahead of perimeter solutions, before devastating damage or critical data theft can occur. ISC8 is a pre-revenue stage public company that designs, develops and sells cyber-security products globally, and provides hardware, software and service offerings for malicious threat detection and network forensics for enterprise customers. Products are installed nation-wide with international resale partnerships. ISC8's strategic and restructuring team is led by the company's Chief Executive Officer, J. Kirsten Bay, a recognized leader in the technology and startup space, who joined the company in March 2014. Ms. Bay is being advised by ISC8's financial and restructuring advisors Broadway Advisors, LLC and ISC8's legal counsel Ezra Brutzkus Gubner LLP. The Bankruptcy Court has scheduled the auction for January 28, 2015 at the offices of its legal counsel, Ezra Brutzkus Gubner LLP, located at 21650 Oxnard Street, Suite 500, Woodland Hills, CA 91367, subject to receiving Qualified Bids by the deadline of January 25, 2015 at 5:00 p.m. The Sale Hearing is scheduled for January 29, 2015. On January 5, 2015, ISC8 signed a definitive asset purchase agreement with a "stalking horse" group that includes insiders who are major shareholders and creditors, whose bid has a value of approximately $8 million. That sale is subject to overbid at auction in the event one or more qualified bids are received by the Bid Deadline. The minimum overbid amount is $8,251,941. A complete as-signed copy of the Stalking Horse APA, and Information about ISC8's bankruptcy is available at no charge, without a password here. The EBG team of lawyers advising ISC8 is led by partners David Seror and Robyn B. Sokol, with a team that includes counsel Susan K. Seflin, partner Jerrold L. Bregman and associate Jessica Bagdanov. Inquiries should be directed to ISC8's financial and restructuring advisor, Alfred M. Masse, as follows: Alfred M. Masse, Principal Broadway Advisors, LLC (949) 673-0855 amm@broadwayadvisors.com 511 30 St., Suite A Newport Beach, CA 92663 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. J & B RESTAURANT: In Chapter 11 to Address Challenges ----------------------------------------------------- J & B Restaurant Partners of Long Island II, LLC and certain affiliates filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 15-22009) Jan. 6, 2015, as part of its pre-negotiated and comprehensive restructuring plan. The J & B petition was signed by Joseph Vitrano, president. Judge Robert D. Drain presides over the case. Michael P. Cooley, Esq., at Akin Gump Strauss Hauer & Feld LLP, serves as the Company's bankruptcy counsel. The Company estimated its assets at between $500,000 and $1 million and its liabilities at between $10 million and $50 million. The filing, done in cooperation with the franchisor and GE Capital Franchise Finance, will allow the Company to close unprofitable restaurants, reduce outstanding debt, and quickly emerge from bankruptcy as a much stronger company. "The closing of restaurants is a very difficult but necessary step in positioning J & B for financial health and a key component of the restructuring plan. Our partnership with Friendly's and GE Capital will allow us to remodel existing restaurants and reduce debt. Throughout this process we will continue to provide great food and ice cream, and friendly service to our customers," stated Dawn Petite, the Company's Chief Operating Officer. Maura McDermott at Newsday reports that the Company intends to keep its remaining two dozen restaurants in New York and New Jersey open, and remodel almost half of them. Citing Ms. Petite, Newsday says that the Company and its affiliates plan to keep their existing 24 restaurants open for at least three years. Kenneth R. Gosselin at Courant.com relates that the Company's Bridgeport and Darien locations has now closed. The Company's Danbury branch was sold back to Friendly's Ice Cream Corp. in October 2014, the report states, citing Ms. Petite. GE Capital will provide a debtor-in-possession financing facility to enable normal operation of the Company's restaurants, including the normal course payments to employees. The Company, owned since 2001, expects to exit bankruptcy over the next six months and to remodel at least 11 restaurants over three years. The bankruptcy filing does not affect Friendly's Ice Cream, LLC, its affiliates and other Friendly's franchisees or other J & B affiliates in non-related businesses. J & B Restaurant Partners of Long Island LLC and certain affiliates own 37 Friendly's restaurants in New York, New Jersey and Connecticut. KIOR INC: Assets Could Go to Pasadena Investments ------------------------------------------------- Jeff Amy at The Associated Press reports that Pasadena Investments will purchase KiOR, Inc.'s assets if the Bankruptcy Court approves the Company's plan. According to The AP, the Company said that no outsiders want to bid for the Company's assets, even though more than 20 buyers considered acquiring its assets. About Kior Inc. KiOR, Inc., and wholly owned subsidiary KiOR Columbus, LLC, are development stage, renewable fuels companies based in Pasadena, Texas and Columbus, Mississippi, respectively. KiOR, Inc., was founded in 2007 as a joint venture between Khosla Ventures, LLC, and BIOeCon B.V. KiOR Inc.'s primary business is the development and commercialization of a ground-breaking proprietary technology designed to generate a renewable crude oil from non-food cellulosic biomass. KiOR, Inc., filed a Chapter 11 petition (Bankr. D. Del. Case No. 14-12514) on Nov. 9, 2014, in Delaware. Through the Chapter 11 case, the Debtor intends to reorganize its business or sell substantially all of its assets so that it can continue its core research and development activities. KiOR Columbus did not seek bankruptcy protection. The Debtor disclosed $58.27 million in assets and $261.3 million in liabilities as of June 30, 2014. The Debtor is represented by Mark W. Wege, Esq., Edward L. Ripley, Esq., and Eric M. English, Esq., at King & Spalding, LLP, in Houston, Texas; and John Henry Knight, Esq., Michael Joseph Merchant, Esq., and Amanda R. Steele, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware. The Debtor's financial advisor is Alvarez & Marsal. Guggenheim Securities, LLC, is the Debtor's investment banker. Epiq Bankruptcy Solutions, LLC, is the Debtor's claims and noticing agent. Pasadena Investments, LLC, as administrative agent for a consortium of lenders, committed to provide up to $15,000,000 in postpetition financing. The DIP Agent is represented by Thomas E. Patterson, Esq., at Klee, Tuchin, Bogdanoff & Stern LLP, in Los Angeles, California, and Michael R. Nestor, Esq., at Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware. KIOR INC: Fights Mississippi's Bid to Convert Case to Chapter 7 --------------------------------------------------------------- KiOR, Inc., and controlling shareholder Vinod Khosla claim that the state of Mississippi is using legal tactics in an attempt to squeeze money from the Company, Jeff Amy at The Associated Press reports. The AP recalls that the Mississippi Development Authority's filed in December 2014 a motion to convert the Company's case from Chapter 11 reorganization into Chapter 7 liquidation. The state, according to the report, claims that the Company has no real business prospects. The state says that the Company's Mississippi subsidiary, which hasn't declared bankruptcy, owes it $79 million, the report relates. The Company's attorneys said in court documents, "The motion reflects a continuation of the MDA's aggressive and scorched-earth litigation in this case, which apparently is intended to extort a recovery from the debtor and the Khosla-related plan support parties." According to The AP, the Company denies MDA's claims that it's manipulating its case to benefit billionaire venture capitalist Vinod Khosla. MDA is trying to sabotage ongoing operations near Houston, to take the jobs of the Company's remaining 70 workers and to "force the abandonment of promising biofuel, alternative energy technology that can deliver real hydrocarbon transportation fuels from cellulosic feedstock," the report states, citing the Company. The Company says it won't pay up as a result of "MDA's hyper-aggressive litigation scheme," The AP relates. The report adds that MDA doesn't have a mortgage on the assets of the parent company so it could get no money back in the bankruptcy. About Kior Inc. KiOR, Inc., and wholly owned subsidiary KiOR Columbus, LLC, are development stage, renewable fuels companies based in Pasadena, Texas and Columbus, Mississippi, respectively. KiOR, Inc., was founded in 2007 as a joint venture between Khosla Ventures, LLC, and BIOeCon B.V. KiOR Inc.'s primary business is the development and commercialization of a ground-breaking proprietary technology designed to generate a renewable crude oil from non-food cellulosic biomass. KiOR, Inc., filed a Chapter 11 petition (Bankr. D. Del. Case No. 14-12514) on Nov. 9, 2014, in Delaware. Through the Chapter 11 case, the Debtor intends to reorganize its business or sell substantially all of its assets so that it can continue its core research and development activities. KiOR Columbus did not seek bankruptcy protection. The Debtor disclosed $58.3 million in assets and $261 million in liabilities as of June 30, 2014. The Debtor is represented by Mark W. Wege, Esq., Edward L. Ripley, Esq., and Eric M. English, Esq., at King & Spalding, LLP, in Houston, Texas; and John Henry Knight, Esq., Michael Joseph Merchant, Esq., and Amanda R. Steele, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware. The Debtor's financial advisor is Alvarez & Marsal. Guggenheim Securities, LLC, is the Debtor's investment banker. Epiq Bankruptcy Solutions, LLC, is the Debtor's claims and noticing agent. Pasadena Investments, LLC, as administrative agent for a consortium of lenders, committed to provide up to $15 million in postpetition financing. The DIP Agent is represented by Thomas E. Patterson, Esq., at Klee, Tuchin, Bogdanoff & Stern LLP, in Los Angeles, California, and Michael R. Nestor, Esq., at Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware. KNEL ACQUISITION: S&P Assigns 'B' CCR & Rates $65MM Facility 'B' ---------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'B' corporate credit rating to Irwindale, Calif.-based KNEL Acquisition LLC. The outlook is stable. "At the same time, we assigned a 'B' issue-level rating to the company's $65 million revolving credit facility due 2019 and $240 million first-lien term loan due 2021 with a '3' recovery rating. The '3' recovery rating indicates our expectation of meaningful (50% to 70%) recovery in the event of payment default. We also assigned a 'CCC+' issue-level rating to the company's proposed $73 million second-lien facility due 2022. The '6' recovery rating indicates our expectation of negligible (0% to 10%) recovery in the event of payment default," S&P said. "The ratings on KNEL Acquisition LLC reflect our view of the company's substantial debt obligations, financial sponsor ownership, and narrow business focus," said Standard & Poor's credit analyst Bea Chiem. "We expect that the company will remain highly leveraged, with debt leverage above 5x during the next 12 months, despite our expectation for some debt reduction." The company used proceeds from the debt offering, along with common equity from its financial sponsor, Kohlberg & Co., to fund the purchase of Multibar, to refinance the company's existing debt outstanding, to provide cash to the company, and to pay fees and expenses. At the close of the transaction, S&P estimates that KNEL had about $330 million of adjusted debt. LAKSHMI HOSPITALITY: Reorganization Case Closed After Dismissal --------------------------------------------------------------- The Bankruptcy Court closed the Chapter 11 case of Lakshmi Hospitality Group, LLC. The Court on Oct. 22, 2014, had entered an order dismissing the case. Creditor Marriott International, Inc., and Enterprise Bank and Trust filed objections to the Debtor's motion for an order dismissing its case. About Lakshmi Hospitality Group Lakshmi Hospitality Group, LLC, owner of a hotel in Fenton, Missouri, filed a Chapter 11 bankruptcy petition (Bankr. S.D. Cal. Case No. 14-07199) in San Diego, California, on Sept. 5, 2014. Plyush Mehta signed the petition as authorized signatory. The Debtor disclosed total assets of $12.7 million and total liabilities of $8.1 million. The case is assigned to Judge Margaret M. Mann. The Debtor has tapped J. Bennett Friedman, Esq., at Friedman Law Group, P.C., in Los Angeles, as counsel. The U.S. Trustee was unable to form a committee of unsecured creditors. LIGHTSTREAM RESOURCES: S&P Lowers CCR to 'B'; Outlook Negative -------------------------------------------------------------- Standard & Poor's Ratings Services said it lowered its long-term corporate credit rating on Lightstream Resources Ltd. to 'B' from 'B+', and its issue-level rating on Lightstream's senior unsecured debt to 'CCC+' from 'B-' The outlook is negative. The '6' recovery rating on the unsecured notes is unchanged, and reflects S&P's expectation of negligible recovery (0%-10%) in a default scenario. "The downgrade and negative outlook reflect our view of the company's weakening credit measures as it cuts back its 2015 capital budget in response to falling oil prices," said Standard & Poor's credit analyst Aniki Saha-Yannopoulos. In response to the decline and to maintain its financial flexibility, Lightstream reduced its 2015 capital budget and cut back dividends. It set its 2015 capital expenditure budget at C$190 million-C$210 million, lower than its maintenance budget of C$400 million-C$450 million. This results in average production of 30,000-32,000 barrels of oil equivalent per day (boepd) in 2015, significantly lower than the company's 2014 average production of 40,000-41,000 boepd. "We expect the declining production to reduce Lightstream's cash flow and pressure credit measures," Ms. Saha-Yannopoulos added. Without including asset sales, we forecast the company to reach 5x adjusted debt-to-EBITDA by 2015 end and continue to deteriorate further through 2016. Lightstream's "weak" business risk profile reflects S&P's view of the company's participation in and exposure to the highly competitive and capital-intensive exploration and production industry, declining production, and high full-cycle costs. In addition to the lower capital expenditures, Lightstream has an elevated levered full-cycle cost profile and S&P expects it to remain high relative to that of its Canadian and U.S. peers. Based on the company's focus on balance-sheet protection instead of growth, S&P believes that any improvement in its reserve replacement or finding, development, and acquisition (FD&A) ratios are unlikely. The high full-cycle cost is mainly due to its high FD&A cost of about C$34 per barrel of oil equivalent (boe). S&P expects Lightstream's full-cycle levered cost to be C$55-C$60 per boe for 2014; S&P expects the all-in costs to remain in the same range during its forecast period. Based on S&P's price assumptions and the company's high cost structure, it do not expect Lightstream to generate profits in the near term. Lightstream's "highly leveraged" financial risk profile reflects S&P's forecast of 6x debt-to-EBITDA for 2015 and weakening measures through 2016 if the company does not sell assets. Lightstream plans to keep its capital expenditures and dividends within cash flow in the near-term; it has reduced both capital expenditures and dividends significantly. Management intends to shore up the balance sheet through selling the Bakken assets. Although the company sold about C$729 million worth of assets in 2014, it needs to sell additional assets to reduce balance-sheet debt and not breach its revolving 4x debt-to-EBITDA covenants in late 2015. Given oil price volatility, S&P believes that there is some uncertainty about the timing of the Bakken sale; however, S&P believes Lightstream will be able to negotiate with its banking group regarding any potential covenant breach. The negative outlook reflects Standard & Poor's view that Lightstream's credit measures will continue to deteriorate at S&P's current price assumptions. S&P could lower the ratings if it expects the company to breach its 4x debt-to-EBITDA covenant. Should Lightstream amend the covenant and there is no concern of a covenant violation, S&P could still consider a negative action if it forecasts the company's liquidity to weaken, for example due to a borrowing base redetermination, or if S&P believes debt to EBITDA will deteriorate above 6.5x. Also, should Lightstream sell its Bakken assets, S&P might consider a negative action if it expects a deterioration in the company's business risk profile as a consequence of the sale. An outlook revision to stable would depend on Lightstream completing its asset sales without impinging on its business risk profile and improving debt-to EBITDA to below 4x, for example due to improving commodity prices. Given the current commodity prices and management's guidance for 2015, S&P believes that is unlikely in the next 12 months. LONGVIEW POWER: Siemens Joins Kvaerner's Bid for Stay Relief ------------------------------------------------------------ Siemens Energy, Inc., joined in the motion of Kvaerner North American Construction Inc. to lift the automatic stay in Longview Power LLC's bankruptcy case and compel arbitration. Siemens requested that the Court enter its order lifting or modifying the automatic stays to compel the continuation of the arbitration for the purpose of allowing the Tribunal to resolve the letter of credit issues. On Oct. 21, 2014, Kvaerner moved for limited relief from the automatic stay to compel arbitration of the unresolved issues regarding whether: (a) Longview made an outright assignment of the Letters of Credit and its rights thereto to the Consortium; and (b) as a result of the outright assignment, the Letters of Credits and rights thereto, including the right to make a demand and receive the proceeds, belong to the Consortium (the Letters of Credit Issues). This is Kvaerner's third application to the Court to lift the automatic stay. Siemens Energy is represented by: Donald J. Detweiler, Esq. PEPPER HAMILTON LLP Hercules Plaza, Suite 5100 1313 N. Market Street P.O. Box 1709 Wilmington, DE 19801-1709 Tel: (302) 777-6500 Fax: (302) 421-8390 E-mail: detweilerd@pepperlaw.com Edward C. Dolan, Esq. Robert B. Wolinsky, Esq. Khang V. Tran, Esq. HOGAN LOVELLS US LLP Columbia Square 555 Thirteenth Street, NW Washington, DC 20004 Tel: (202) 637-5600 Fax: (202) 637-5910 E-mail: edward.dolan@hoganlovells.com robert.wolinsky@hoganlovells.com khang.tran@hoganlovells.com Daniel E. Gonzalez, Esq. Mark R. Cheskin, Esq. Richard C. Lorenzo, Esq. HOGAN LOVELLS US LLP 600 Brickell Avenue, Suite 2700 Miami, FL 33131 Tel: (305) 459-6500 Fax: (305) 459-6550 E-mail: daniel.gonzalez@hoganlovells.com mark.cheskin@hoganlovells.com richard.lorenzo@hoganlovells.com About Longview Power Longview Power LLC is a special purpose entity created to construct, own, and operate a 695 MW supercritical pulverized coal-fired power plant located in Maidsville, West Virginia, just south of the Pennsylvania border and approximately 70 miles south of Pittsburgh. The project is owned 92% by First Reserve Corporation (First Reserve or sponsor), a private equity firm specializing in energy industry investments, through its affiliate GenPower Holdings (Delaware), L.P., and 8% by minority interests. Longview Power, LLC, filed a Chapter 11 (Bank. D. Del. Lead Case 13-12211) on Aug. 30, 2013. The petitions were signed by Jeffery L. Keffer, the Company's chief executive officer, president, treasurer and secretary. The Debtor estimated assets and debts of more than $1 billion. Judge Brendan Linehan Shannon presides over the case. Kirkland & Ellis LLP and Richards, Layton & Finger, P.A., serve as the Debtors' counsel. Lazard Freres & Company LLC acts as the Debtors' investment bankers. Alvarez & Marsal North America, LLC, is the Debtors' restructuring advisors. Ernst & Young serves as the Debtors' accountants. The Debtors' claims agent is Donlin, Recano & Co. Inc. The Debtor disclosed assets of $1,717,906,595 plus undisclosed amounts and liabilities of $1,075,748,155 plus undisclosed amounts. Roberta A. DeAngelis, U.S. Trustee for Region 3, disclosed that as of Sept. 11, 2013, a committee of unsecured creditors has not been appointed in the case due to insufficient response to the U.S. Trustee's communication/contact for service on the committee. MASSEY ENERGY: Judge Calls for New Trial in Long Legal Battle ------------------------------------------------------------- Kris Maher, writing for Daily Bankruptcy Review, reported that a Virginia judge has determined that a new trial is warranted in a marathon legal battle between a small coal operator and Massey Energy Co. that is now entering its 18th year and at one point led to an intervention by the U.S. Supreme Court . According to the report, Virginia Judge Henry Vanover told attorneys for both sides in a letter dated Jan. 7 that a $5 million jury award issued in May against Massey was insufficient and the jury's decision was improperly influenced by a Massey lawyer during closing arguments. He said a new trial on the damages portion of the case is needed, the report related. Massey Energy is the largest coal producer in Central Appalachia. It produces various steam and metallurgical grade coals from over 50 mines and has approximately 2.9 billion tons of coal reserves. MDU COMMUNICATIONS: KCG Americas Had 10% Stake at Dec. 31 --------------------------------------------------------- In an amended Schedule 13G filed with the U.S. Securities and Exchange Commission, KCG Americas LLC disclosed that as of Dec. 31, 2014, it beneficially owned 590,309 shares of common stock of MDU Communications International, Inc., representing 10.36% based on 5,699,820 shares outstanding at Aug. 14, 2013. A copy of the regulatory filing is available at http://is.gd/8p3axB About MDU Communications Totowa, New Jersey-based MDU Communications International, Inc., is a national provider of digital satellite television, high-speed Internet, digital phone and other information and communication services to residents living in the United States multi-dwelling unit market -- estimated to include 32 million residences. For the six months ended March 31, there was $152,000 in operating income and a net loss of $1.5 million on revenue of $12 million. The Company reported a net loss of $6.4 million on $27.3 million of revenue for fiscal year ended Sept. 30, 2012, compared with a net loss of $7.4 million on $27.9 million of revenue for 2011. As of June 30, 2013, MDU Communications had $16.7 million in total assets, $32.2 million in total liabilities, and a $15.5 million total stockholders' deficiency. "In order for the Company to continue operations, it needs to raise additional capital, sell assets or merge with another entity. The Company has been actively pursuing various initiatives aimed at resolving its need for additional capital, namely asset sales and/or a merger. The asset sale negotiations have met with some success with proceeds supplementing cash flow and reducing the Credit Facility, but negotiations have not yet resulted in larger asset sales. On July 9, 2012, the Company executed a merger agreement with Multiband Corporation ("Multiband"), whereby the Company would effectively become an operating subsidiary of Multiband. The merger agreement and negotiations were terminated by Multiband on May 22, 2013 when Multiband entered into an agreement for itself to be acquired. The Company's ability to close large asset sales or to consummate a merger remains uncertain. Unless the Company is able, in the near-term, to raise additional capital, close additional asset sales or enter into a merger, there is substantial doubt about the Company's ability to continue as a going concern," according to the Company's quarterly report for the period ended June 30, 2013. CohnReznick LLP, in Roseland, New Jersey, expressed substantial doubt about MDU's ability to continue as a going concern following the financial results for the year ended Sept. 30, 2012. The independent auditors noted that the Company has incurred significant recurring losses, has a working capital deficit, and an accumulated deficit of $75 million at Sept. 30, 2012. They also noted that the Company's $30 million Credit Facility matures on June 30, 2013. METRO FUEL: Court Enters Case Dismissal Order --------------------------------------------- U.S. Bankruptcy Judge Elizabeth S. Stong has entered a consent order dismissing the Chapter 11 cases of Metro Fuel Oil Corp. and its affiliates. Previously, the U.S. Trustee on March 24, 2014, filed a motion to convert the Debtors' Chapter 11 cases into Chapter 7 proceedings. The Court held a hearing on the matter. And with the consent of the Debtors and the Official Committee of Unsecured Creditors, the bankruptcy judge entered the dismissal order on Dec. 23, 2014. The legal and financial advisors retained by the Debtors in the Chapter 11 Cases are permitted to resign from their representation of the Debtors. The Creditors Committee is dissolved. About Metro Fuel Metro Fuel Oil Corp., is a family-owned energy company, founded in 1942, that supplies and delivers bioheat, biodiesel, heating oil, central air conditioning units, ultra low sulfur diesel fuel, natural gas and gasoline throughout the New York City metropolitan area and Long Island. Owned by the Pullo family, Metro has 55 delivery trucks and a 10 million-gallon fuel terminal in Brooklyn. Financial problems resulted in part from cost overruns in building an almost-complete biodiesel plant with capacity of producing 110 million gallons a year. Based in Brooklyn, New York, Metro Fuel Oil Corp., fka Newtown Realty Associates, Inc., and several of its affiliates filed for Chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Lead Case No. 12-46913) on Sept. 27, 2012. Judge Elizabeth S. Stong presides over the case. Nicole Greenblatt, Esq., at Kirkland & Ellis LLP, represents the Debtor. The Debtor selected Epiq Bankruptcy Solutions LLC as notice and claims agent. The Debtor tapped Carl Marks Advisory Group LLC as financial advisor and investment banker, Curtis, Mallet-Prevost, Colt & Mosle LLP as co-counsel, AP Services, LLC as crisis managers for the Debtors, and David Johnston as their chief restructuring officer. The petition showed assets of $65.1 million and debt totaling $79.3 million. Liabilities include $58.8 million in secured debt, with $48.3 million owing to banks and $10.5 million on secured industrial development bonds. Metro Terminals Corp., affiliate of Metro Fuel Oil Corp., disclosed $38,613,483 in assets and $71,374,410 in liabilities as of the Chapter 11 filing. The U.S. Trustee appointed a seven-member creditors committee. Kelley Drye & Warren LLP represents the Committee. The Committee tapped FTI Consulting, Inc. as its financial advisor. On Feb. 15, 2013, the Bankruptcy Court entered an order approving the sale of substantially all of the assets of the Debtors to United Refining Energy Corp., for the base purchase price of $27,000,000, subject to adjustments. MILLICOM INT'L: Fitch Affirms 'BB+' Issuer Default Rating --------------------------------------------------------- Fitch Ratings has affirmed the long-term foreign currency and local currency Issuer Default Ratings (IDRs) of Millicom International Cellular, S.A. (MIC) at 'BB+' with a Stable Outlook. Fitch has also affirmed MIC's senior unsecured debt at 'BB+.' KEY RATING DRIVERS MIC's ratings reflect the company's geographical diversification, effective marketing strategy and strong brand, and extensive network and distribution channels, all of which have contributed to its leading market positions in key markets, steady subscriber growth, and solid pre-dividend free cash flow (FCF) generation. In addition, MIC's increasing investments in the under-penetrated fixed-line services bode well for its medium to long term revenue growth. Despite these diversification benefits, MIC's ratings are constrained by the company operating only in Latin America and Africa, which have low sovereign ratings and GDP per capita. The ratings are also tempered by the company's increasing leverage due to recent M&A activities, historically-high shareholder returns, and debt allocation between subsidiaries and the holding company. Increased Leverage MIC's leverage is weak for its rating level. The company's leverage has materially increased in recent years mainly due to acquisitions and historically high shareholder distributions. In August 2014, the company completed its merger between its Colombian subsidiary and UNE EPM Telecomunicaciones S.A. (UNE), the Colombian fixed-line operator, which increased the company's net debt by USD1.2 billion. As a result, its net leverage, measured by adjusted net debt to EBITDAR, increased to 2.3x and 2.6x at end-2013 and Sept. 30, 2014, respectively; this unfavorably compares to 0.8x and 1.4x at end-2011 and end-2012, respectively. Reflecting UNE's full-year EBITDA contribution, Fitch estimates MIC's net leverage to be 2.3x as of September 30, 2014. Positive FCF from 2015 Fitch forecasts MIC's leverage to fall to a level that is in line with the current rating level over the medium term as the company continues to refrain from aggressive shareholder payouts and share buybacks amid EBITDA improvement. The company paid only USD264 million dividends annually in 2013 and 2014, which was a sharp reduction from USD731 million including share repurchase in 2012 and USD991 million in 2011. As MIC remains committed to reducing its leverage, Fitch expects total shareholder dividends in 2015 and 2016 to remain in line with the 2014 level. In addition, capex should remain relatively flat at around USD1.4 billion over the medium term representing about 18 - 19% of revenues, which is a decline from 22.5% in 2013. These will lead to modest positive FCF generation and help the company reduce its net leverage towards 2.0x by 2016. A slower-than-expected deleveraging due to a lack of the company's commitment to restraining dividends, acquisitions, or a further deterioration in its operating performance will immediately place negative pressure on the ratings. Enhanced Competitive Position in Colombia The merger with UNE, the second largest fixed broadband and pay-TV operator in Colombia, will strengthen MIC's market position as UNE's fixed-line network and products complement MIC's existing mobile operation in terms of both geography and products offerings with operational cost savings. This synergy is important for MIC as Colombia has been the fastest growing market in terms of revenue contribution among MIC's markets. Although any dividend upstream is not likely for the foreseeable future given the high investments needed in Colombia, the addition of UNE will help MIC turn around its EBITDA growth going forward. Margin Erosion MIC's EBITDA margin is likely to continue to deteriorate in 2015 due to intense competition. Mobile ARPU is trending downwards in all of its operational geographies amid increasing market saturation in Latin America. The increasing revenue proportion of lower margin fixed-line business will also place pressure on profitability. Some of the increase in fixed line revenue is attributable to the merger with UNE. MIC's EBITDA margin fell to 32% in the LTM ended Sept. 30, 2014. This compares to 40% in 2012. Positively, EBITDA growth has turned around during 2014 following contractions in 2013 and 2012. MIC's EBITDA grew to USD1.9 billion during the LTM ended Sept. 30, 2014; this compares to USD1.7 billion in 2013 and USD1.9 billion in 2012, respectively. Concentration in Low-Rated Sovereigns Despite the diversification benefit, MIC's ratings are constrained by its operational footprint in only Latin America and Africa with low sovereign ratings and GDP per capita. The operational environment in these regions, in terms of political and regulatory stability and economic conditions, tend to be more volatile than developed market which could potentially adversely affect MIC's operations. This also adds currency mismatch risk as 65% of MIC's total debt at end-September 2014 was based on USD while most of its cash flows are generated in local currencies in each country. Leading Market Positions MIC has retained its market leadership in most of its key cash generating operating companies in Latin America and Fitch expects these positions to remain intact over the medium term backed by its effective marketing strategy, strong brand recognition, and extensive network and distribution channels. The company has maintained a steady subscriber base expansion, adding 3.7 million new mobile subscribers in the first nine months of 2014, and its increasing investment into fixed-line and media will help provide increasing cross-selling opportunities to acquire more revenue generating units going forward. Diversifying Revenue Mix MIC's growth strategy will be increasingly centered on mobile data, fixed internet and pay-TV services as it tries to alleviate pressure on the traditional voice/SMS revenues. The mobile data customer base reached 25% of total subscribers as of Sept. 30, 2014, from 18% a year ago, which supported a 37% mobile data revenues growth during the third quarter of 2014 (3Q'14) from a year ago. Broadband and pay-TV businesses also maintained solid growth, largely due to UNE, as the segmental revenues grew by 156% in 3Q'14 from the same period a year ago. As this trend continues, Fitch forecasts mobile service revenues to account for less than 70% of total revenues from 2015, which compares to 83% in 2013. Sound Liquidity MIC's liquidity profile is good given its readily available cash position fully covering the short-term debt maturities, as well as its well-spread debt maturities. As of Sept. 30, 2014, the consolidated group's readily available cash was USD672 million, which compares to its short-term debt of USD446 million. The group's total on-balance sheet debt was USD5.0 billion, with 32% allocated to the holding company. Debt maturities are well spread with an average life of 5.6 years. Fitch does not foresee any liquidity problem for both the operating companies and the holding company given operating companies' stable cash generation and their consistent cash upstream to the holding company. In addition, MIC has USD500 million undrawn credit facility which further bolsters its liquidity. Dividend Streams Mitigate Structural Subordination The creditors of the holding company are subject to structural subordination to the creditors of the operating subsidiaries given all cash flows are generated by subsidiaries, which held 68% of the total group debt at end-3Q'14. Positively, Fitch believes that a stable and high level of cash upstream, mostly through dividend, by subsidiaries is likely to remain intact over the long term and help largely mitigate any risk stemming from this structural weakness. Subsidiaries' robust upstreams have supported the holding company's debt service coverage in line with that of the consolidated group financial profile. RATING SENSITIVITIES Negative: MIC experiences an increase in net debt to EBITDAR above 2.5x without a clear path to deleveraging due to any one or combination of the following: M&A activity, aggressive shareholder distributions, and competitive/regulatory pressures on its operations. Positive: MIC's financial net leverage improves towards 1.0x on a sustained basis due to improvement in operational competitiveness and resultant stronger cash generation, less aggressive shareholder returns, and a higher level of diversification in cash flow generations across geographies. MIRION TECHNOLOGIES: Moody's Assigns B2 CFR, Rates 1st Lien Loan B1 ------------------------------------------------------------------- Moody's Investors Service assigned Mirion Technologies (HoldingRep), Ltd., a B2 Corporate Family Rating (CFR) and a B2-PD Probability of Default Rating (PDR). Concurrently, Moody's assigned the new first lien senior secured credit facilities a B1 and the second lien term loan a Caa1 being issued by co-borrowers Mirion Technologies (Finance), LLC and Mirion Technologies Inc. (the surviving entity of Heisenberg MergerSub, Inc.). The rating outlook is stable. Ratings on the prior rated entity, Mirion Technologies Inc., will be withdrawn upon transaction close. Proceeds will be used to fund the acquisition of Mirion, a manufacturer of radiation measurement devices, by Charterhouse Capital Partners. The transaction will be funded by a $280 million new First Lien Term Loan, a $65 million new Second Lien Term Loan, and significant equity. Ratings Assigned: Issuer: Mirion Technologies (HoldingRep), Ltd. Corporate Family Rating, B2 Probability of Default Rating, B2-PD The rating outlook is stable. Issuers: Mirion Technologies (Finance), LLC and Mirion Technologies Inc. (Heisenberg MergerSub, Inc.) $35 million Revolving Credit Facility rated B1 LGD3 $280 million First Lien Term Loan rated B1 LGD3 $65 million Second Lien Term Loan rated Caa1 LGD5 The rating outlooks are stable. Ratings Rationale Mirion's CFR of B2 and its PDR of B2-PD considers increased leverage from Charterhouse's purchase of Mirion, the company's good market position in the highly regulated nuclear industry, heavy seasonality, niche product focus, and low generation of free cash flow. Moody's believes that the purchase of Mirion by Charterhouse will increase leverage initially but expects leverage to improve as EBITDA grows. Moody's expects Debt / EBITDA for 2015 to be under 5.5x on a Moody's adjusted basis. The rating benefits from the company's significant recurring revenues from radiation monitoring devices, large barriers to entry, regulatory requirements related to monitoring, and good margins. Moody's also considers the company's products to benefit from significant geographic diversity. The B1 rating on the company's revolving credit facility reflects its first lien secured position in the capital structure. The rating benefits from the second lien debt being in a first loss position after investors equity. Both facilities are guaranteed by the company's wholly owned restricted subsidiaries and benefit from a guarantee from Mirion Technologies (HoldingRep), Ltd. Moody's considers Miron's liquidity to be adequate. Moody's anticipate nearly full availability under the company's revolver, adequate cash on hand, but low levels of free cash flow. Moreover, the covenant structure is not anticipated to include a total leverage covenant. The ratings could be downgraded if leverage exceeds 5.5 times and was anticipated to deteriorate further, or if EBITDA coverage of interest was expected to fall below 2 times and expected to weaken further. Pressure would also develop if Mirion's recurring revenues as a percent of total revenues were to decrease meaningfully, or if it was to experience a weak fourth quarter as this is the company's most significant revenue quarter. A more aggressive acquisition strategy that results in greater leverage could also result in a ratings downgrade. A ratings upgrade or a change in ratings outlook to positive is unlikely until leverage falls below 3.5 times and free cash flow to debt was expected to reach 8% or higher on a sustainable basis. The company's stable outlook reflects its significant recurring revenue base with above average visibility, healthy backlogs, seasoned nuclear experience, and defensible industry position. Additionally, its stable outlook incorporates Moody's view that Mirion's credit metrics are unlikely to improve sufficiently over the next 12 months to warrant a different rating. Mirion Technologies, headquartered in San Ramon, California, is a global provider of radiation detection, measurement, analysis and monitoring products and services to the nuclear, defense, and medical end markets. The company's products and services include: dosimeters; contamination & clearance monitors; detection & identification instruments; radiation monitoring systems; electrical penetrations; instrumentation & control equipment and systems; dosimetry services; imaging systems; and related accessories, software and services. Moody's anticipates 2014 calendar year total revenue below $300 million. 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. MISSISSIPPI PHOSPHATES: Committee Taps Burr & Forman as Counsel --------------------------------------------------------------- The Official Committee of Unsecured Creditors in the Mississippi Phosphates Corporation, et al.'s Chapter 11 case asks the Bankruptcy Court for permission to retain Burr & Forman LLP as its counsel. The hourly rates for attorneys who will be primarily responsible for representing the Committee in the case are: Partners (with 7 or more years' experience) $300 - $550 Associates (with generally less than 7 years' experience) $200 - $375 Paraprofessionals $120 - $220 Derek F. Meek, partner $425 Marc Solomon, partner $400 Bess M. Parrish Creswell, partner $300 Kasee Heisterhagen, associate $230 Ellen Raines, associate $230 James Roberts, associate $240 Meredith A. Stinson, paralegal $185 Margaret Tomes Project, assistant $120 To the best of the Committee's knowledge, Burr & Forman is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Bess M. Parrish Creswell, Esq. Kasee Sparks Heisterhagen, Esq. BURR & FORMAN LLP RSA Tower 11 North Water Street, Suite 22200 Mobile, AL 36602 Tel: (251) 344-5151 Fax: (251) 344-9696 E-mail: bcreswell@burr.com ksparks@burr.com and Derek M. Meek, Esq. Marc P. Solomon, Esq. BURR & FORMAN LLP 420 North 20th Street Birmingham, AL 35203 Tel: (205) 251-3000 Fax: (205) 458-5100 E-mails: dmeek@burr.com msolomon@burr.com About MPC Mississippi Phosphates Corporation is a major United States producer and marketer of diammonium phosphate ("DAP"), one of the most common types of phosphate fertilizer. MPC, which was formed as a Delaware corporation in October 1990, owns a DAP facility in Pascagoula, Mississippi, which was acquired from Nu-South, Inc. in its 1990 bankruptcy. Phosphate rock, the primary raw material used in the production of DAP, is being supplied by OCP S.A., a corporation owned by the Kingdom of Morocco. The parent, Phosphate Holdings, Inc., was formed in December 2004 in connection with the bankruptcy reorganization of MPC and its then-parent Mississippi Chemical Corporation, the first fertilizer cooperative in the United States. As of Oct. 27, 2014, MPC has a work force of 250 employees, broken into 224 regular employees and 26 "nested" third-party contract employees. MPC and its subsidiaries, namely Ammonia Tank Subsidiary, Inc., and Sulfuric Acid Tanks Subsidiary, Inc., sought Chapter 11 bankruptcy protection (Bankr. S.D. Miss. Lead Case No. 14-51667) on Oct. 27, 2014. Judge Katharine M. Samson is assigned to the cases. Mississippi Phosphates estimated $100 million to $500 million in both assets and liabilities. Affiliates Ammonia Tank and Sulfuric Acid Tanks each estimated $1 million to $10 million in both assets and liabilities. The Debtors have tapped Stephen W. Rosenblatt, Esq., at Butler Snow LLP as counsel. The U.S. Trustee for Region 5 appointed seven creditors of Mississippi Phosphates Corp. to serve on the official committee of unsecured creditors. The Committee tapped to retain Burr & Forman LLP as its counsel. MISSISSIPPI PHOSPHATES: Renewing BankDirect Financing Deal ---------------------------------------------------------- Mississippi Phosphates Corporation, et al., ask the Bankruptcy Court to approve the renewal of the commercial insurance premium finance and security agreement with BankDirect Capital Finance. The Debtors maintain various types of adequate insurance coverage in the ordinary course of operating its businesses, among which is the insurance coverage financed with BankDirect. The types of insurance policies held by the Debtors provide insurance coverage for, among other things, property (both primary and excess), casualty, workers compensation, general liability, automobile, marine liability, hull, protection and indemnity, foreign liability, umbrella, pollution, and excess through AIG, Travelers, and ACE. These policies are essential to the preservation of the value of the bankruptcy estates, businesses, and properties. Pursuant to the CIPFSA, BankDirect will provide financing to the Debtors for the purchase of the policies. Under the CIPFSA, the Debtors will become obligated to pay to their insurance agent/broker, Arthur J. Gallagher Risk Management Services an initial payment of $397,000 and the balance of $1.62 million in nine loan installments of $180,000 at an annual percentage rate of 3.50%. The initial payment is due to Gallagher on Dec. 29, 2014, and the first installment payment under the CIPFSA is due on Jan. 22, 2015, which creates urgency for renewal of the CIPFSA. The remaining payments are payable in equal amounts are due on or about the same day of each succeeding month. As collateral to secure the repayment of the indebtedness due under the CIPFSA, the Debtors are granting BankDirect a security interest in, among other things, the unearned premiums of the Policies. The CIPFSA provides that the laws of Illinois govern the transaction. About MPC Mississippi Phosphates Corporation is a major United States producer and marketer of diammonium phosphate ("DAP"), one of the most common types of phosphate fertilizer. MPC, which was formed as a Delaware corporation in October 1990, owns a DAP facility in Pascagoula, Mississippi, which was acquired from Nu-South, Inc. in its 1990 bankruptcy. Phosphate rock, the primary raw material used in the production of DAP, is being supplied by OCP S.A., a corporation owned by the Kingdom of Morocco. The parent, Phosphate Holdings, Inc., was formed in December 2004 in connection with the bankruptcy reorganization of MPC and its then-parent Mississippi Chemical Corporation, the first fertilizer cooperative in the United States. As of Oct. 27, 2014, MPC has a work force of 250 employees, broken into 224 regular employees and 26 "nested" third-party contract employees. MPC and its subsidiaries, namely Ammonia Tank Subsidiary, Inc., and Sulfuric Acid Tanks Subsidiary, Inc., sought Chapter 11 bankruptcy protection (Bankr. S.D. Miss. Lead Case No. 14-51667) on Oct. 27, 2014. Judge Katharine M. Samson is assigned to the cases. Mississippi Phosphates estimated $100 million to $500 million in both assets and liabilities. Affiliates Ammonia Tank and Sulfuric Acid Tanks each estimated $1 million to $10 million in both assets and liabilities. The Debtors have tapped Stephen W. Rosenblatt, Esq., at Butler Snow LLP as counsel. The U.S. Trustee for Region 5 appointed seven creditors of Mississippi Phosphates Corp. to serve on the official committee of unsecured creditors. The Committee tapped to retain Burr & Forman LLP as its counsel. MONTREAL MAINE: $200-Mil. Settlement Money Announced For Victims ---------------------------------------------------------------- Justin Giovannetti, writing for The Globe and Mail, reported that families of those who died in the Lac-Megantic rail disaster will have access to a $200 million fund, according to details released from the bankruptcy case of the railroad responsible for the 2013 tragedy in eastern Quebec. According to the report, the fund still needs to be approved by Canadian and American courts before the first cheques are mailed to the families of the 47 people killed in the crash. 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. MONTREAL MAINE: Settles Lac-Megantic Train Derailment Case ----------------------------------------------------------- In accordance with a draft Plan of Compromise and Arrangement filed with the Quebec Superior Court on Jan. 9 in the CCAA case for Montreal Maine and Atlantic Canada Co. (MMAC), nearly $200 million in settlement funds will be distributed to the victims of the Lac-Megantic, Quebec train derailment disaster that occurred on July 6, 2013. According to the trustee for Montreal Maine and Atlantic Canada Ltd. (MMA), MMAC's U.S. parent company, a similar plan will soon be filed in the MMA chapter 11 case. In addition, the parties continue to pursue additional settlements with parties who are not yet contributors, failing which litigation will continue against those parties, with the goal of materially increasing the settlement fund. "We are pleased to finally reach a partial resolution and settlement for the victims of the train derailment disaster," said Robert Keach, the appointed trustee for the MMA bankruptcy case. "Due to the diligence and respect by all parties associated with this plan in Canada and the United States, we have put forward a favorable resolution. With continued diligence by all parties, the settlement amount will be significantly higher." The settlement is subject to approval by the courts presiding over the MMA and MMAC cases. Upon approval, the settlement funds will be split and distributed to the following parties: A. The Wrongful Death Claimants, including 48 deceased victims and their families B. The Personal Injury and Moral Damages Claimants C. Property and Economic Damages Claimants D. Insurer Claimants E. Government Claimants "Our litigation in Illinois played a dramatic role in increasing the amount of funds that will be distributed to our clients who are the families of the deceased victims of the Lac-Megantic disaster," said Peter Flowers, wrongful death plaintiffs lawyer of Meyers & Flowers Law Firm in Chicago, who is working directly with Attorney Jason Webster, of the Webster Law Firm in Houston. Flowers and Webster are representing the plaintiffs who died in the train disaster and their families. Attorney Mitchell Toups of Beaumont, Texas, is also involved in the legal representation of the wrongful death victims. "We have driven the value in the wrongful death estate higher than our clients would have received under Canadian law," Mr. Flowers said. "But, this is just the beginning of the settlements for our clients, as there are three huge contributors to this disaster including World Fuel Services, Canadian Pacific Railway and Irving Oil. And they are not yet contributing a penny to this resolution. We will turn over every stone on earth before we give up on them and intend on pursuing them in Illinois and any other state to ensure that they are brought to justice and held responsible for this disaster." 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. NAUTILUS HOLDINGS: Plan Hearing Adjourned Until Jan. 30 ------------------------------------------------------- The Bankruptcy Court adjourned until Jan. 30, at 10:00 a.m., the hearing to consider the confirmation of Nautilus Holdings Limited, et al.'s Amended Joint Plan of Reorganization dated Nov. 19, 2014. Objections, if any, are due Jan. 20, at 4:00 p.m. The Court also extended the (i) deadline for filing the Plan supplement until Jan. 9, 2015 and (ii) voting deadline until Jan. 16, at 5:00 p.m. Additionally, these dates and deadlines in connection with the solicitation procedures, the tabulation procedures, and the confirmation hearing will replace those set forth in the Disclosure Statement Dec. 3, 2014 approval order: Event Proposed Date ----- ------------- Deadline for Filing Plan Supplement: Jan. 9 Voting Deadline: Jan. 16, at 5:00 p.m. Deadline for Objections to Confirmation: Jan. 20, at 4:00 p.m. Voting Certification Deadline: Jan. 23 Deadline for Replies to Objections to Confirmation: Jan. 28 Confirmation Hearing: Jan. 30 at 10:00 a.m. Amended Plan As reported in the TCR on Dec. 3, 2014, the Debtors in November filed an amended Plan that incorporates the agreement with lender HSH Nordbank AG ("HSH") with respect to the so-called "HSH bilateral facilities." Some additions to the Plan include: -- The Plan provides that on, or as soon as reasonably practicable after, the Effective Date, each Holder of an Allowed Class 8 HSH-YM Facility Claim shall receive, in full and final satisfaction, settlement, release, and discharge of, and in exchange for, such Claim, its pro rata share of loans under the amended and restated financing facility to be entered into between Reorganized Debtors Able Challenger Limited, Magic Peninsula Limited, Metropolitan Vitality Limited, and Superior Integrity Limited and the Holders of Allowed HSH-YM Facility Claims. -- In exchange for, inter alia, the releases and the treatment of the equity interests in NHL under the Plan, Elektra Limited, Reminiscent Ventures S.A., and Synergy Management Services Limited (the Equity-Related Entities) have made the following contributions, among others, to the Plan and to the overall restructuring process: (A) agreeing to provide a subordinated debtor in possession facility at a low interest rate in an amount up to $5 million for the to provide the Debtors with immediate access to cash to use in connection with their restructuring efforts; (B) acquiring the shares of NHL and NH2L from the Class B and Class C shareholders, thereby enabling the Debtors to streamline their restructuring efforts and focus their attention on their prepetition secured obligations; (C) in general supporting and participating in the restructuring process while providing unfettered access for the Debtors' professionals to the books and records maintained by Synergy for the benefit of the Debtors to enable the Debtors to fulfill their obligations as debtors in possession without any corresponding remuneration to their employees; (D) agreeing to support a consensual plan without challenging valuation issues; (E) with respect to the restructuring of the DVB 1 Facility and the DVB 2 Facility: (i) a shortfall guaranty of up to $2.5 million on a revolving basis; (ii) a reduction of the management fee payable to Synergy by DVB borrowers to $25,000 per vessel per month (subject to annual adjustment for inflation); and (iii) a return of that portion of the Synergy management fee paid by the MH Debtor and GK Debtor and pooled at NHL (i.e., 40% of amounts upstreamed by those Debtors for payment of the Synergy management fee since commencement of these Chapter 11 Cases) to those Debtors (subject to amounts used to repay the debtor-in-possession financing facility, as set forth in the DVB Term Sheet) and (F) with respect to the restructuring of the other Secured Credit Facilities, a reduction of the management fee payable to Synergy by each of the borrowers and/or reorganized Vessel-owning entities (as applicable). -- In the event the vessels securing the F-C Credit Agreements are not turned over to the respective lenders thereunder by Jan. 31, 2015, the Debtors will pay the fees and expenses of Seward & Kissel LLP and Lazard beginning on February 1, 2015, provided, however, that such fees and expenses shall be reasonable and documented and the Debtors' responsibility therefore shall not be for any fees and expenses incurred beyond the date of a transfer of the vessels. -- On the Effective Date, Miltons Way Limited, Findhorn Osprey Limited, Earlstown Limited, Floral Peninsula Limited, and Resplendent Spirit Limited shall be deemed dissolved under applicable law for all purposes without the necessity for any other or further actions to be taken by or on behalf of such debtors. -- On or prior to Dec. 22, 2014, the Debtors will file the Plan Supplement, which consists of the compilation of documents and forms of documents, schedules and exhibits to the Plan Copies of the Amended Plan and Disclosure Statement filed Nov. 19, 2014 are available for free at: http://bankrupt.com/misc/Nautilus_Am_Plan_Disclosures.pdf About Nautilus Holdings Nautilus Holdings Limited and 20 affiliated companies, including Nautilus Holdings No. 2 Limited, filed bare-bones Chapter 11 bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 14-22885) in White Plains, New York, on June 23, 2014. The affiliates are Nautilus Holdings No. 2 Limited; Nautilus Shipholdings No. 1 Limited; Nautilus Shipholdings No. 2 Limited; Nautilus Shipholdings No. 3 Limited; Able Challenger Limited; Charming Energetic Limited; Dynamic Continental Limited; Earlstown Limited; Findhorn Osprey Limited; Floral Peninsula Limited; Golden Knighthead Limited; Magic Peninsula Limited; Metropolitan Harbour Limited; Metropolitan Vitality Limited; Miltons' Way Limited; Perpetual Joy Limited; Regal Stone Limited; Resplendent Spirit Limited; Superior Integrity Limited; and Vivid Mind Limited. The Debtors' cases have been assigned to Judge Robert D. Drain, and are being jointly administered for procedural purposes. Hamilton, Bermuda-based Nautilus estimated $100 million to $500 million in assets and debt. Monrovia, Liberia-based Reminiscent Ventures S.A. owns 100% of the stock. Nautilus has tapped Jay Goffman, Esq., Mark A. McDermott, Esq., Shana A. Elberg, Esq., and Suzanne D.T. Lovett, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in New York, as counsel; and AP Services, LLC, as financial advisor. Epiq Bankruptcy Solutions LLC serves as the claims and noticing agent. NEW LOUISIANA: Hearing Today on Exclusivity Extension ----------------------------------------------------- The Bankruptcy Court granted New Louisiana Holdings, LLC, et al., an interim extension in their exclusive periods to file and solicit acceptances for their plan of reorganization. A final hearing on the matter is scheduled for Jan. 13, 2015, at 10:00 a.m. The Official Committee of Unsecured Creditors has given its limited consent to the extension of the exclusive periods. About New Louisiana New Louisiana Holdings LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. La. Case No. 14-50756), on June 25, 2014. Ten affiliates of New Louisiana -- Acadian 4005 Tenant, LLC (Case No. 14-50850), Atrium 6555 Tenant, LLC, dba The Atrium at Lafreniere Assisted Living (Case No. 14-50851), Citiscape 5010 Tenant, LLC, dba Citiscape Apartments (Case No. 14-50853), Lakewood Quarters Assisted 8585 Tenant, LLC (Case No. 14-50854), Lakewood Quarters Rehab 8225 Tenant, LLC (Case No. 14-50855), Panola 501 Partners, LP (Case No. 14-50862), Regency 14333 Tenant, LLC (Case No. 14-50861), Retirement Center 14686 Tenant, LLC (Case No. 14-50856), Sherwood 2828 Tenant, LLC (Case No. 14-50857), St. Charles 1539 Tenant, LLC (Case No. 14-50858) and Woodland Village 5301 Tenant, LLC (Case No. 14-50859) filed Chapter 11 bankruptcy petitions on July 16, 2014. Fifteen additional affiliates of New Louisiana -- SA-PG Ocala LLC (Case No. 14-50909), SA-PG Operator Holdings LLC (Case No. 14- 50912), SA-PG Clearwater LLC (Case No. 14-50913), SA-PG Gainesville LLC (Case No. 14-50914), SA-PG Jacksonville LLC (Case No. 14-50915), SA-PG Largo LLC (Case No. 14-50916), SA-PG North Miami LLC (Case No. 14-50917), SA-PG Orlando LLC (Case No. 14- 50918), SA-PG Pinellas LLC (Case No. 14-50919), SA-PG Port St. Lucie LLC (Case No. 14-50920), SA-PG Sun City Center LLC (Case No. 14-50921), SA-PG Tampa LLC (Case No. 14-50922), SA-PG Vero Beach LLC (Case No. 14-50923), SA-PG West Palm Beach LLC (Case No. 14- 50924) and SA-PG Winterhaven LLC (Case No. 14-50925) filed separate Chapter 11 bankruptcy petitions on July 28, 2014. Four more affiliates of New Louisiana -- CHC-CLP Operator Holding LLC (Case No. 14-51104), SA-St. Petersburg LLC (Case No. 14- 51101), SA-Clewiston LLC (Case No. 14-51102) and SA-Lakeland LLC (Case No. 14-51103) -- that operate skilled nursing facilities located in Lakeland, Clewiston and St. Peterburg, Florida, sought protection under Chapter 11 of the Bankruptcy Code on Sept. 3, 2014. The Chapter 11 cases are jointly consolidated with New Louisiana's Chapter 11 case at Case No. 14-50756 before Judge Robert Summerhays of the United States Bankruptcy Court for the Western District of Louisiana (Lafayette). The Debtors are represented by Patrick J. Neligan, Jr., Esq., at Neligan Foley LLP, in Dallas, Texas. H. Kent Aguillard, Esq., serves as their local counsel. The U.S. Trustee for Region 5 appointed three creditors to serve on the official committee of unsecured creditors. NEW MEDIA: Proposed Transaction No Impact on Moody's B2 CFR ----------------------------------------------------------- Moody's says changes to New Media Holdings II LLC's (New Media) proposed transaction will not impact the B2 Corporate Family Rating, B3-PD Probability of Default Rating, or the B2 rating assigned to the revolving credit and term loan facility. The originally proposed $170 million add on term loan B will be decreased to $102 million, which is expected to be fungible with the existing $224 million term loan B, and the $25 million revolver will be increased to $75 million. An additional $18 million of Halifax subordinated debt (which will not be rated by Moody's) will remain outstanding and be guaranteed by New Media up to $15 million. The outlook remains stable. New Media Holdings II LLC is one of the largest community newspaper publishers in the US with additional operations in digital marketing services. The predecessor company, GateHouse Media, LLC emerged from bankruptcy protection in November 2013. The holding company, New Media Investment Group Inc. is publicly traded on the New York Stock exchange and is managed by FIG LLC (Fortress). Fortress and its affiliates own 1.7% of the outstanding common equity and 41.1% of the outstanding warrants as of September 28, 2014. NEW YORK CITY OPERA: NYCO-Led Sale Process Approved --------------------------------------------------- Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that a bankruptcy judge in New York approved procedures allowing New York City Opera to solicit bids for its assets to compete with the offer from NYCO Renaissance Ltd. NYCO offered $10,000 in cash up front and a $500,000 note for the opera's intellectual property, including the New York City Opera trademark, and assets related to the City Opera Thrift Shop in Manhattan. Competing bids were due Jan. 12, the report related. 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. NEWARK WATERSHED: Meeting to Form Creditors' Panel Set for Jan. 20 ------------------------------------------------------------------ Andy Vara, Acting United States Trustee for Region 3, will hold an organizational meeting on Jan. 20, 2015, at 10:00 a.m. in the bankruptcy case of Newark Watershed Conservation and Development Corporation. The meeting will be held at: United States Trustee's Office One Newark Center, 1085 Raymond Blvd. 21st Floor, Room 2106 Newark, NJ 07102 The sole purpose of the meeting will be to form a committee or committees of unsecured creditors in the Debtors' case. The organizational meeting is not the meeting of creditors pursuant to Section 341 of the Bankruptcy Code. A representative of the Debtor, however, may attend the Organizational Meeting, and provide background information regarding the bankruptcy cases. To increase participation in the Chapter 11 proceeding, Section 1102 of the Bankruptcy Code requires that the United States Trustee appoint a committee of unsecured creditors as soon as practicable. The Committee ordinarily consists of the persons, willing to serve, that hold the seven largest unsecured claims against the debtor of the kinds represented on the committee. Section 1103 of the Bankruptcy Code provides that the Committee may consult with the debtor, investigate the debtor and its business operations and participate in the formulation of a plan of reorganization. The Committee may also perform other services as are in the interests of the unsecured creditors whom it represents. NII HOLDINGS: Jan. 28 Hearing on Disclosure Statement Approval -------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York will convene a hearing on Jan. 28, 2015, at 10:00 AM, to consider the adequacy of the disclosure statement explaining NII Holdings, Inc., et al.'s joint plan of reorganization. The Plan and Disclosure Statement, filed on Dec. 22, 2014, allow the Debtors to strengthen their balance sheet by converting $4.35 billion of prepetition notes into new stock and provide the Debtors with $500 million of new capital. The Plan also permits the Debtors to avoid the incurrence of significant litigation costs and delays in connection with potential litigation claims and exit bankruptcy protection expeditiously and with sufficient liquidity to execute their business plan. Pursuant to the Plan, which is co-proposed by the Official Committee of Unsecured Creditors, all Holders of the Prepetition Notes will have the opportunity to ratably participate in a fully backstopped approximately $250 million rights offering for Reorganized NII Common Stock. An additional $250 million of capital in the form of debt financing also will be raised by the Reorganized Debtors upon the Effective Date. Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that holders of about $1.69 billion on two issues of senior unsecured notes issued by NII International Telecom SA, known as Luxco, will have 63.5 percent of the new stock and 36.8 percent of the rights offering. Their predicted recovery, 90.7 percent, drops to 87.9 percent assuming participation in the rights offering, the Bloomberg report said. Holders of some $1.36 billion on two sets of bonds due in 2016 and 2019 issued by NII Holding Inc. and NII Capital Corp., known as Capco, will take 25.43 percent of the new stock and 29.9 percent of the rights offering, and their predicted recovery is about 45.4 percent, the Bloomberg report added. Objections to the approval of the Disclosure Statement are due by Jan. 20. The Debtors propose a March 25 confirmation hearing. Objections to the confirmation of the Plan must be submitted on or before March 11. Holders of claims who are entitled to vote on the plan must vote on or before March 11 so that a declaration on the results of the tabulation of votes can be submitted on March 18 ahead of the confirmation hearing. A full-text copy of the Dec. 22 Disclosure Statement is available at http://bankrupt.com/misc/NIIds1222.pdf About NII Holdings NII Holdings Inc. through its subsidiaries provides wireless communication services for businesses and consumers in Brazil, Mexico and Argentina. NII Holdings has the exclusive right to use the Nextel brand in its markets pursuant to a trademark license agreement with Sprint Corporation and offers unique push-to-talk ("PTT") services associated with the Nextel brand in Latin America. NII Holdings' shares of common stock, par value $0.001, are publicly traded under the symbol NIHD on the NASDAQ Global Select Market. NII Holdings and its affiliated debtors sought bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 14-12611) in Manhattan on Sept. 15, 2014. The Debtors' cases are jointly administered and are assigned to Judge Shelley C. Chapman. The Debtors have tapped Jones Day as counsel and Prime Clerk LLC as claims and noticing agent. NII Holdings disclosed $1.22 billion in assets and $3.068 billion in liabilities as of the Chapter 11 filing. The U.S. Trustee for Region 2 on Sept. 29 appointed five creditors of NII Holdings to serve on the official committee of unsecured creditors. NNN 1818 MARKET STREET: Section 341(a) Meeting Set for Jan. 27 -------------------------------------------------------------- A meeting of creditors in the bankruptcy case of NNN 1818 Market Street 16, LLC, has been scheduled for Jan. 27, 2015, at 10:00 am. at RM 5, 915 Wilshire Blvd., 10th Floor, Los Angeles, Calif. This is the first meeting of creditors required under Section 341(a) of the Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This meeting of creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. NNN 1818 Market Street 16, LLC, filed a Chapter 11 bankruptcy petition (Bankr. C.D. Calif. Case No. 15-10111) on Jan. 5, 2015. The petition was signed by Gabor Csupo as manager. The Debtor estimated assets and debts of $10 million to $50 million. John L. Smaha, Esq., at Smaha Law Group serves as the Debtor's counsel. NUSTAR LOGISTICS: Fitch Affirms 'B+' Issuer Default Rating ---------------------------------------------------------- Fitch Ratings affirms the 'BB' Issuer Default Rating (IDR) and senior unsecured rating for NuStar Logistics, L.P.'s (Logistics). The junior subordinated notes are affirmed at 'B+'. The Outlook is Stable based on expectations that EBITDA growth will continue, and that distribution coverage and leverage metrics will continue to gradually improve, as the partnership has invested in crude oil pipeline projects which should generate stable earnings. Fitch expects cash flows to be more stable than in the past when the partnership owned asphalt operations and a refinery. Debt issued by Logistics is guaranteed by NuStar Energy L.P. (NuStar) and NuStar Pipe Line Operating Partnership, L.P (NPOP). Both Logistics and NPOP are the operating limited partnerships of NuStar, which is a publicly traded master limited partnership (MLP). KEY RATING DRIVERS The 'BB' rating is supported by NuStar's strong base of fee-based and regulated pipeline, terminalling and storage assets, which accounted for 80% of segment EBITDA in 2011 and should account for approximately 95% of EBITDA in 2014. NuStar sold 50% of its asphalt operations in September 2012, closed on the sale of its refinery in January 2013 and divested its remaining 50% stake in the asphalt operations in February 2014. These divested assets generated volatile cash flows and had significant working capital requirements. The partnership's improved distribution coverage also supports the rating. For the LTM ending Sept. 30, 2014, NuStar's distribution coverage ratio was 1x after being below that for a couple of years. NuStar's distributions to unitholders have remained flat since the middle of 2011. Fitch expects the coverage ratio to be approximately 1x for the near term. Other factors which support the rating include expectations of continued EBITDA growth. In 2014 and 2015, Fitch expects EBITDA growth from the transportation segment, which has been the focus of the partnership's spending. The storage segment is expected to have somewhat flat results. This segment was previously impacted by crude prices in backwardation resulting in a lack of EBITDA growth. While oil prices are now in contango, Fitch does not expect material changes in the near term. Ratings concerns include the partnership's leverage and continued elevated levels of spending in 2015. NuStar seeks to reduce leverage through EBITDA growth and spending is expected to remain significant for the partnership. Recent ratings concerns for issuers in the crude oil and refined products pipeline sector now include the impact of low crude prices. It is expected that the impact on NuStar should be minimal and that ratings should not be affected in the near term. The pipeline segment accounted for approximately 50% of LTM EBITDA and management estimates that approximately 90% of pipeline volumes are from take-or-pay contracts or else structurally exclusive. Management estimates that approximately 90% of storage is contracted, and this segment accounted for 46% of LTM EBITDA. As of mid-October 2014, 25% of storage had contracts expiring within one year, 47% of contracts mature in one to three years, 24% mature in three to five years, and 4% expire after five years. LIQUIDITY AND LEVERAGE NuStar has a sufficient liquidity position which Fitch estimates to be approximately $645 million as of Sept. 30, 2014. The company had $26 million of cash and equivalents on the balance sheet. In addition, it has a $1.5 billion revolver due 2019 and availability to draw on the revolver is restricted by the leverage covenant as defined by the bank agreement. Fitch estimates that NuStar had availability to draw approximately $560 million based on this restriction (versus $460 million one year ago). Revolver borrowings were $582 million. In 2014, NuStar established two short-term lines of credit with uncommitted borrowing capacity of $80 million. As of Sept. 30, 2014 there were $21 million of borrowings on these credit lines leaving $59 million available for borrowing. There are no near-term debt maturities. The $1.5 billion revolver expires in 2019, and $350 million of notes due in 2018. Leverage as defined by the bank agreement is to be no greater than 5x for covenant compliance. However, if NuStar makes acquisitions which exceed $50 million, the bank-defined leverage ratio increases to 5.5x from 5x for two consecutive quarters. The bank agreement definition of debt excludes debt proceeds held in escrow for the future funding of construction, which was $88 million as of Sept. 30, 2013, and $403 million of junior subordinated debt. The bank-defined leverage calculation also gives pro forma credit for EBITDA for material projects. Leverage (defined by Fitch as adjusted debt-to-adjusted EBITDA) was 4.6x as of Sept. 30, 2014. This is an improvement from 5.1x at the end of 2013 and 5.7x at the end of 2012. Fitch projects leverage will be approximately 5x at the end of 2014 and in the range of 4.75x-5x at the end of 2015. NuStar seeks to reduce leverage through EBITDA growth and spending is expected to remain significant for the partnership. CAPITAL EXPENDITURES Capital expenditures remain significant. In 2013, total capex was $343 million and management estimates it to be $375 million in 2014. For 2015, the partnership's guidance is $435 million to $465 million. Management plans to direct approximately two-thirds of spending to the pipeline segment and the remaining third will be for storage. Within the pipeline segment, two-thirds of the budget is to be focused on the Eagle Ford. RATINGS SENSITIVITIES Positive: Future developments that may, individually or collectively, lead to positive rating action include: -- Significant leverage reduction. Should leverage fall below 4.5x over a sustained period of time, Fitch may take positive rating action. Negative: Future developments that may, individually or collectively, lead to a negative rating action include: -- Reduced liquidity; -- Deterioration of EBITDA and inability to meet growth expectations associated with capex spending and past acquisitions; -- Significant increases in capital spending beyond Fitch's expectations which have negative consequences for the credit profile; -- Increased leverage beyond 5.5x for a sustained period of time. NW VALLEY: Case Summary & 8 Largest Unsecured Creditors ------------------------------------------------------- Debtor: NW Valley Holdings LLC fka Kyle Acquisition Group LLC c/o Asgaard Capital LLC Attn: Charles Reardon 1934 Old Gallows Rd., Ste. 350 Tysons Corner, VA 22182 Case No.: 15-10116 Chapter 11 Petition Date: January 10, 2015 Court: United States Bankruptcy Court District of Nevada (Las Vegas) Judge: Hon. August B. Landis Debtor's Counsel: Matthew C. Zirzow, Esq. LARSON & ZIRZOW, LLC 810 S. Casino Center Blvd. #101 Las Vegas, NV 89101 Tel: 702-382-1170 Fax: 702-382-1169 Email: mzirzow@lzlawnv.com Total Assets: $814,844 Total Liabilities: $428.2 million The petition was signed by Charles C. Reardon, senior managing director, Asgaard Capital, LLC, as manager. List of Debtor's eight Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ ACA CLO 2006-2 Kyle, Inc.. Deficiency on $918,631 c/o Apidos Capital Management bank loan Attn: Managing Member 715 5th Avenue New York, NY 10019 Aizette European TB II Deficiency on $402,927 Attn: Managing Member bank loan Boulevard Du Prince henri 33 Luxembourg, LU 1724 Bank of America Deficiency on $918,631 Attn: Managing Member bank loan 401 North Tyron Street NC1-021-02-20 Charlotte, NC 28255 Chase Lincoln First Deficiency on $1,377,947 Commercial Corp. bank loan Attn: Managing Member 67 Wall Street New York, NY 10005-3101 Credit Suisse Loan Funding LLC Deficiency on $33,486,250 c/o Credit Suisse AG bank loan Attn: Managing Member 11 Madison Avenue, 5th Flr. New York, NY 10010 Hewett's Island CLO IV LTD Deficiency on $3,709,963 c/o Commercial Industrial Finance bank loan Queensgate House, South Church Street Georgetown, CJ Kyle Partners LLC Deficiency on $358,666,453 c/o Kyle Agent LLC as bank loan Admin Agent c/o Corporation Service Company 2711 Centerville Rd., Ste. 400 Wilmington, DE 19808 Petrusse European TB I Deficiency on $402,927 Attn: Managing Member bank loan Boulevard Du Prince Henri 33 Luxembourg, LU 1724 PASSAIC HEALTHCARE: Jan. 14 Meeting to Form Creditors' Panel Set ---------------------------------------------------------------- Andy Vara, Acting United States Trustee for Region 3, will hold an organizational meeting on Jan. 14, 2015, at 10:00 a.m. in the bankruptcy cases of Passaic Healthcare Services, LLC dba Allcare Medical, Galloping Hill Surgical, LLC dba Allcare Medica, and Allcare Medical SNJ, LLC dba Allcare Medical. The meeting will be held at: United States Trustee's Office One Newark Center, 1085 Raymond Blvd. 21st Floor, Room 2106 Newark, NJ 07102 The sole purpose of the meeting will be to form a committee or committees of unsecured creditors in the Debtors' case. The organizational meeting is not the meeting of creditors pursuant to Section 341 of the Bankruptcy Code. A representative of the Debtor, however, may attend the Organizational Meeting, and provide background information regarding the bankruptcy cases. To increase participation in the Chapter 11 proceeding, Section 1102 of the Bankruptcy Code requires that the United States Trustee appoint a committee of unsecured creditors as soon as practicable. The Committee ordinarily consists of the persons, willing to serve, that hold the seven largest unsecured claims against the debtor of the kinds represented on the committee. Section 1103 of the Bankruptcy Code provides that the Committee may consult with the debtor, investigate the debtor and its business operations and participate in the formulation of a plan of reorganization. The Committee may also perform other services as are in the interests of the unsecured creditors whom it represents. About Passaic Healthcare Based in Plainview, New York, Passaic Healthcare Services, LLC, doing business as Allcare Medical, is a full service durable medical equipment company specializing in clinical respiratory, wound care and support services. Passaic, which employs 200 individuals, has seven locations in New Jersey, New York and Pennsylvania. Passaic began operations in December 2010 after it acquired substantially all of the assets of C&C Homecare, Inc., and Extended Care Concepts through a bankruptcy sale under 11 U.S.C. Sec. 363. After acquiring 100% of the equity interests in Galloping Hill Surgical, LLC and Allcare Medical SNJ, LLC, Passaic began using "Allcare Medical" as trade name for its entire business, and discontinued marketing under the name C&C Homecare. Passaic Healthcare filed a Chapter 11 bankruptcy petition (Bankr. D.N.J. Case No. 14-36129) in Trenton, New Jersey, on Dec. 31, 2014. The case is assigned to Judge Christine M. Gravelle. The Debtor has tapped Joseph J. DiPasquale, Esq., and Thomas Michael Walsh, Esq., at Trenk, DiPasquale, Della Fera & Sodono, P.C., in West Orange, New Jersey, as counsel. The Debtor estimated $10 million to $50 million in assets. The Debtor's schedules of assets and liabilities and other incomplete filings are due Jan. 14, 2015. The Debtor's exclusive period to propose a plan expires on April 30, 2015. PETRON ENERGY: Union Capital Reports 9.9% Equity Stake at Jan. 6 ---------------------------------------------------------------- In a Schedule 13G filed with the U.S. Securities and Exchange Commission, Union Capital, LLC, disclosed that as of Jan. 6, 2015, it beneficially owned 563,640 shares of common stock of Petron Energy II, Inc., representing 9.99% (based on the total of 3,507,978 outstanding shares of Common Stock). A copy of the regulatory filing is available for free at http://is.gd/Jm84dD About Petron Energy Dallas-based Petron Energy II, Inc., is engaged primarily in the acquisition, development, production, exploration for and the sale of oil, gas and gas liquids in the United States. As of Dec. 31, 2011, the Company is operating in the states of Texas and Oklahoma. In addition, the Company operates two gas gathering systems located in Tulsa, Wagoner, Rogers and Mayes counties of Oklahoma. The pipeline consists of approximately 132 miles of steel and poly pipe, a gas processing plant and other ancillary equipment. The Company sells its oil and gas products primarily to a domestic pipeline and to another oil company. Petron Energy reported a net loss of $4.30 million in 2013 following a net loss of $8.32 million in 2012. As of Sept. 30, 2014, the Company had $3.74 million in total assets, $13.8 million in total liabilities and a $10.09 million total stockholders' deficit. KWCO, PC, in Odessa, TX, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company's significant operating losses since inception raise substantial doubt about its ability to continue as a going concern. PHOENIX PAYMENT: Alert Services Sells $294K in Claims to TRC ------------------------------------------------------------ In the Chapter 11 case of Phoenix Payment Systems, Inc., trade creditor Alert Services, Inc., transfered $294,314.45 in claims to TRC Master Fund LLC in November 2014. About Phoenix Payment Founded in 2004, Phoenix Payment Systems, Inc., aka Electronic Payment Systems, aka EPX, is an international payment processor with corporate headquarters in Wilmington, Delaware, and technology headquarters in Phoenix, Arizona. It provides acceptance, processing, support, authorization and settlement services for credit card, debit card and e-check payments. Providing processing services at more than 8,700 locations worldwide, PPS processed, in multiple currencies, 280 million transactions in 2013 and expects to process 400 million in 2014. Phoenix Payment Systems sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 14-11848) on Aug. 4, 2014, to quickly sell its assets. As of the Petition Date, the Debtor had total outstanding liabilities and other obligations of $16.6 million and 9.8 million shares of outstanding preferred and common stock. Debt to secured creditor The Bancorp Bank is estimated at $6.2 million. The Debtor disclosed $7,230,399 in assets and $14,083,645 in liabilities as of the Chapter 11 filing. Judge Mary F. Walrath presides over the case. The Debtor's attorneys are Richard J. Bernard, Esq., at Foley & Lardner LLP, in New York; and Mark D. Collins, Esq., Russell Siberglied, Esq., Zachary I Shapiro, Esq., and Marisa A. Terranova, Esq., at Richards Layton & Finger, P.A., in Wilmington, Delaware. The Debtor's banker and financial advisor is Raymond James & Associates, Inc., while Bederson, LLC, is the Debtor's accountant. PMCM, LLC, provides advisory services and executive leadership to the Debtor. The Debtor's claims and noticing agent is Omni Management Group, LLC. The U.S. Trustee for Region 3 has appointed three members to the Official Committee of Unsecured Creditors. The Committee tapped to retain Lowenstein Sandler LLP, and White and Williams LLP as its co-counsel; Alvarez & Marsal North America, LLC as its financial consultant. POINT BLANK: $3MM in Claims Transferred in December 2014 -------------------------------------------------------- In the Chapter 11 case of Point Blank Solutions Inc., a total of six claims switched hands from Dec. 9, 2014, to Dec. 19, 2014: Transferee Transferor Claim Amount ---------- ---------- ------------ Argo Partners Universal Sewing $4,745.40 Machine Co. Fair Harbor Capital, Polymer Technologies Inc. $16,930.34 LLC MCS Capital LLC Wayne B. Kolbeck $3,500,000.00 TRC Master Fund LLC Top Value Fabrics, Inc. $18,325.92 TRC Master Fund LLC Top Value Fabrics, Inc. $18,716.04 TRC Master Fund LLC Top Value Fabrics, Inc. $37,066.96 Headquartered in Pompano Beach, Florida, Point Blank Solutions, Inc. -- http://www.pointblanksolutionsinc.com/-- designs and produces body armor systems for the U.S. Military, Government and law enforcement agencies, as well as select international markets. The Company maintains facilities in Pompano Beach, Florida, and Jacksboro, Tennessee. The Company's former chief executive officer and chief operating officer were convicted in September 2010 of orchestrating a $185 million fraud. Point Blank Solutions, formerly DHB Industries, filed for Chapter 11 protection (Bankr. D. Del. Case No. 10-11255) on April 14, 2010. Laura Davis Jones, Esq., Alan J. Kornfeld, Esq., David M. Bertenthal, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones LLP, serve as bankruptcy counsel to the Debtor. Olshan Grundman Frome Rosenweig & Wolosky LLP serves as corporate counsel. Epiq Bankruptcy Solutions serves as claims and notice agent. The Hon. Brendan Linehan Shannon of the U.S. Bankruptcy Court for the District of Delaware reassigned the Chapter 11 case of Point Blank Solutions Inc. to the Hon. Christopher S. Sontchi. The U.S. Trustee has appointed an Official Committee of Unsecured Creditors and a separate Official Committee of Equity Security Holders in the case. Ian Connor Bifferato, Esq., and Thomas F. Driscoll III, Esq., at Bifferato LLC; and Carmen H. Lonstein, Esq., Andrew P.R. McDermott, Esq., and Lawrence P. Vonckx, Esq., at Baker & McKenzie LLP, serve as counsel for the Official Committee of Equity Security Holders. Robert M. Hirsh, Esq., and George P. Angelich, Esq., at Arent Fox LLP, serve as counsel to the Creditors Committee, and Frederick B. Rosner, Esq., and Brian L. Arban, Esq., at the Rosner Law Group LLC, serve as co-counsel. In October 2011, the Debtors sold substantially all assets to Point Blank Enterprises, Inc. The lead debtor changed its name to SS Body Armor I, Inc. following the sale. POINT BLANK: Asks Court to Extend Deadline to Remove Suits ---------------------------------------------------------- SS Body Armor I, Inc., has filed a motion seeking additional time to remove civil lawsuits involving the company. In its motion, SS Body Armor, formerly known as Point Blank Enterprises Inc., proposed to extend the deadline for filing notices of removal of lawsuits filed before and after its bankruptcy filing to June 30, 2015. The extension would give SS Body Armor opportunity "fully-informed decisions" concerning removal of any lawsuit involving the company, according to its lawyer, Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware. About Point Blank Headquartered in Pompano Beach, Florida, Point Blank Solutions, Inc. -- http://www.pointblanksolutionsinc.com/-- designs and produces body armor systems for the U.S. Military, Government and law enforcement agencies, as well as select international markets. The Company maintains facilities in Pompano Beach, Florida, and Jacksboro, Tennessee. The Company's former chief executive officer and chief operating officer were convicted in September 2010 of orchestrating a $185 million fraud. Point Blank Solutions, formerly DHB Industries, filed for Chapter 11 protection (Bankr. D. Del. Case No. 10-11255) on April 14, 2010. Laura Davis Jones, Esq., Alan J. Kornfeld, Esq., David M. Bertenthal, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones LLP, serve as bankruptcy counsel to the Debtor. Olshan Grundman Frome Rosenweig & Wolosky LLP serves as corporate counsel. Epiq Bankruptcy Solutions serves as claims and notice agent. The U.S. Trustee has appointed an Official Committee of Unsecured Creditors and a separate Official Committee of Equity Security Holders in the case. Ian Connor Bifferato, Esq., and Thomas F. Driscoll III, Esq., at Bifferato LLC; and Carmen H. Lonstein, Esq., Andrew P.R. McDermott, Esq., and Lawrence P. Vonckx, Esq., at Baker & McKenzie LLP, serve as counsel for the Official Committee of Equity Security Holders. Robert M. Hirsh, Esq., and George P. Angelich, Esq., at Arent Fox LLP, serve as counsel to the Creditors Committee, and Frederick B. Rosner, Esq., and Brian L. Arban, Esq., at the Rosner Law Group LLC, serve as co-counsel. In October 2011, the Debtors sold substantially all assets to Point Blank Enterprises, Inc. The lead debtor changed its name to SS Body Armor I, Inc. following the sale. PPL CAPITAL: Fitch Withdraws 'BB+' Jr. Subordinated Notes Rating ---------------------------------------------------------------- Fitch Ratings withdraws the ratings of PPL Corporation and its U.S. subsidiaries for business reasons. Fitch withdraws these ratings: PPL Corporation -- Long-term Issuer Default Rating (IDR) at 'BBB'; -- Short-term IDR at 'F2'; -- Rating Outlook Positive. PPL Capital Funding Inc. -- Senior unsecured debt at 'BBB'; -- Junior subordinated notes at 'BB+'; -- Rating Outlook Positive. PPL Electric Utilities Corp. -- Long-term IDR 'BBB+'; -- Secured debt at 'A'; -- Short-term IDR at 'F2'; -- Commercial paper at 'F2'; -- Rating Outlook Stable. LG&E and KU Energy LLC -- Long-term IDR at 'BBB+'; -- Senior unsecured debt at 'BBB+'; -- Short-term IDR at 'F2'; -- Rating Outlook Stable. Kentucky Utilities Company -- Long-term IDR at 'A-'; -- Secured debt at 'A+'; -- Secured pollution control bonds at 'A+/F2'; -- Senior unsecured debt at 'A'; -- Short-term IDR at 'F2'; -- Commercial paper at 'F2'; -- Rating Outlook Stable. Louisville Gas and Electric Company -- Long-term IDR at 'A-'; -- Secured debt 'A+'; -- Secured pollution control bonds at 'A+/F2'; -- Senior unsecured debt at 'A'; -- Short-term IDR at 'F2'; -- Commercial paper at 'F2'; -- Rating Outlook Stable. PPL Energy Supply, LLC. -- Long-term IDR at 'BB'; -- Senior unsecured debt at 'BB'; -- Short-term IDR at 'B'; -- Commercial paper at 'B'; -- Rating Watch Negative. PRIME TIME INT'L: Okayed to Sell Assets; Closing Conditions Waived ------------------------------------------------------------------ U.S. Bankruptcy Judge Madeleine C. Wanslee granted approval to Prime Time International Company, et al., to sell substantially all assets to an entity named Prime Time International Acquisition LLC. The judge authorized the Debtors to modify, amend and supplement asset purchase agreement approved by the sale order dated Nov. 13, 2014. The buyer has agreed to modify, amend and supplement the agreement and provide further benefit to the estates by waiving all conditions to closing. Effectively, the buyer will close on the transaction without condition (other than non-material conditions to document and finalize the transaction). Although the Debtors and the buyer will work toward obtaining licensing to transfer operations, the buyer will be obligated to close by March 30, 2016, unless further extended by agreement. Additionally, the Debtors and buyer agree to stage the closing of the purchased assets. If the Debtors sell the real estate and manufacturing equipment owned in North Carolina (already part of the agreement) prior to Dec. 31, 2014, the Debtors' estates will (a) obtain a financial benefit which will be lost if closed in 2015 or thereafter; and (b) obtain a new roof for the building which the Buyer will complete. The buyer has agreed to close the portion of the transaction and lease back use to the estates for $1.00 until the transaction is fully closed. The Debtors' counsel can be reached at: David D. Cleary, Esq. GREENBERG TRAURIG, LLP 2375 East Camelback Road, Suite 700 Phoenix, AZ 85016 Tel: (602) 445-8000 Fax: (602) 445-8100 E-mail: clearyd@gtlaw.com About Prime Time International Prime Time International Company, formerly known as Single Stick Inc., manufactures and distributes cigarettes and little cigars. PTIC has two wholly-owned subsidiaries: USA Tobacco, which distributes PTIC's products, and 21st Century Brands, LLC, which distributes non-tobacco consumer products. Annual sales are $40 million and the company's products are in 100,000 convenience stores in North America. The company has direct accounts with each of the top 25 largest convenience store distributors in the United States. Prime Time and its two subsidiaries sought Chapter 11 bankruptcy protection (Bankr. D. Ariz. Lead Case No. 14-03518) in Phoenix on March 15, 2014. The Debtors have tapped Greenberg Traurig as attorneys, Odyssey Capital Group, LLC, as financial advisors, and Schian Walker, P.L.C., as conflicts counsel. The Debtors disclosed $26.8 million in total assets and $23.4 million in total liabilities as of Jan. 31, 2014. RADIOSHACK CORP: Salus Offers $500 Million Bankruptcy Loan ---------------------------------------------------------- Matt Jarzemsky, Gillian Tan and Drew FitzGerald, writing for Daily Bankruptcy Review, reported that Salus Capital Partners has offered RadioShack Corp. $500 million in bankruptcy financing, according to people familiar with the matter, a move that could increase the lender's influence if the struggling retailer ends up in Chapter 11. According to the report, RadioShack hasn't said it plans to seek bankruptcy protection, but the Fort Worth, Texas-based consumer electronics retailer is running out of cash after posting losses in each of the last 11 quarters. In September, it warned that it could be forced into bankruptcy court if it couldn't raise new funds or get relief from lenders, including Salus, that are blocking its effort to close hundreds of stores, the DBR report recalled. 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. RESTORGENEX CORP: T. Boris Resigns as Gen. Counsel and Secretary ---------------------------------------------------------------- Timothy Boris, general counsel and secretary of RestorGenex Corporation, resigned effective as of Jan. 19, 2015, to take a position within another company, according to a regulatory filing with the U.S. Securities and Exchange Commission. After his departure, Mr. Boris's responsibilities will be shared among RestorGenex's chief executive officer, chief financial officer and outside counsel. The Board of Directors of RestorGenex elected Phillip B. Donenberg, RestorGenex's current chief financial officer, as secretary, effective as of Jan. 19, 2015. About RestorGenex RestorGenex Corporation operates as a biopharmaceutical company. It focuses on dermatology, ocular disease, and women's health areas. The company was formerly known as Stratus Media Group, Inc., and changed its name to RestorGenex Corporation in March 2014. RestorGenex Corporation is based in Los Angeles, California. Restorgenex reported a net loss of $2.45 million in 2013 following a net loss of $6.85 million in 2012. The Company's balance sheet at Sept. 30, 2014, showed $50.5 million in total assets, $7.74 million in total liabilities and $42.8 million in total stockholders' equity. Goldman Kurland and Mohidin LLP, in Encino, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that RestorGenex Corporation has suffered recurring losses and has negative cash flow from operations. These conditions, the auditors noted, raise substantial doubt as to the ability of RestorGenex Corporation to continue as a going concern. RICCO INC: Distribution of Real Estate Sale Proceeds Approved ------------------------------------------------------------- U.S. Bankruptcy Judge Patrick M. Flatley authorized Robert L. Johns, Chapter 11 trustee for Ricco Inc., to make final distribution of proceeds of the real estate sale and management of Lupo Tana partners, Amico Partners and Ambizioso Partners and distribution of court approved administrative fees. The Trustee will distribute the funds contained in the bank accounts of Lupo Tana, plus any future interest earned as: a) Daniel Kelly $28,752 (5% interest) b) Brian Sowers $17,251 (3% interest) c) Sherry Brady $17,251 (3% interest) d) Jeffry Allen Brady $17,251 (3% interest) e) Estate account for Ricco Inc. $669,229 (6% interest and fees) Additionally, the Trustee will distribute all the funds contained in the bank accounts of Amico Partners and Ambiziozo, Partners to Rico, Inc., the 100% shareholder of each entity. About Ricco Inc. Elk Garden, West Virginia-based Ricco, Inc. -- aka Amico Partners, Ambizioso Partners, Lupo Tana Partners, and Tre Manichinos Partners -- filed for Chapter 11 bankruptcy protection on Jan. 7, 2010 (Bankr. N.D. W.V. Case No. 10-00023). In its schedules, the Debtor disclosed $15.2 million in assets and $4.094 million in liabilities as of the Petition Date. Wendel B. Turner, Esq., and Robert L. Johns, Esq., at Turner & Johns, PLLC, in Charleston, West Va., represent Robert L. Johns, Chapter 11 Trustee as counsel. David M. Thomas, Esq., and Michael R. Proctor, Esq., at Dinsmore and Shohl LLP, in Morgantown, W. Va., represent the Official Committee of Unsecured Creditors as counsel. RIVER TERRACE: Confirms Chapter 11 Reorganization Plan ------------------------------------------------------ Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that River Terrace Estates Inc., a non-profit senior living community in Bluffton, Indiana, got court approval in December for a reorganization plan largely worked out before the Chapter 11 filing in July. According to the report, the plan allows bondholders to exchange their $14 million of existing debt for $7.5 million in new bonds. If a buyer willing to pay at least $6 million cash plus specified costs for the business emerged by Dec. 29, the bondholders instead would have received net cash proceeds from the sale, the report said. Unsecured creditors, other than affiliate lender River Terrace Estates Foundation, will be paid over six months without interest while priority and resident claims will be reinstated and paid in the ordinary course of business, the report related, citing court papers. River Terrace Estates, Inc., a continuing-care and retirement community, sought protection under Chapter 11 of the Bankruptcy Code (Case No. 14-11829, Bankr. N.D. Ind.) on July 22, 2014. The case is before Judge Robert E. Grant. The Debtor's counsel is Jeffrey A. Hokanson, Esq., at Frost Brown Todd LLC, in Indianapolis, Indiana. RONALD GOLDIN: Court Rules on Validity of Automatic Stay -------------------------------------------------------- Mark Young and Ronald Goldin are domestic partners and are each debtors in separate bankruptcy cases filed and pending in U.S. Bankruptcy Court for the Northern District of California. Young filed a Chapter 13 petition (Bankr. N.D. Cal. No. 13-11303) on June 28, 2013. Goldin filed a voluntary Chapter 11 case (Bankr. N.D. Cal. Case No. 13-_____) on August 26, 2013; the case was converted to Chapter 7 and Timothy Hoffman appointed trustee on December 17, 2013. Because the financial affairs of Young and Goldin were intertwined, Hoffman determined that a quiet title action was necessary to determine the rights of the Goldin bankruptcy estate in certain real property. His counsel filed an adversary proceeding in this court seeking such relief on June 19, 2014, naming Young as a defendant along with Goldin's parents. Hoffman's counsel did not realize that Young was in bankruptcy at the time. Young was served with the summons and complaint on June 25, 2014, and with an alias summons two days later. He ignored them and failed to inform his counsel about them. Still not realizing that Young was in bankruptcy, Hoffman's counsel sought entry of Young's default, which was entered on August 27, 2014. Hoffman's counsel did not realize that Young was in bankruptcy until December 8, 2014, when he came across a copy of Young's bankruptcy petition in documents obtained by discovery from a third party. Believing that his adversary proceeding violated the automatic stay in Young's bankruptcy case, Hoffman now seeks annulment of the stay pursuant to Sec. 362(d) of the Bankruptcy Code to validate the actions he took before realizing Young was in bankruptcy. Young opposes, agreeing that the adversary proceeding is necessary to determine the rights of the parties regarding the real estate but arguing that the entry of his default was void and should remain void in order to give him the opportunity to assert his rights, even though he demonstrated no interest in those rights when he was served. Trial of the matter is set before a recalled bankruptcy judge in two months. In a January 9, 2015 Memorandum available at http://is.gd/xs2hm0 from Leagle.com, Bankruptcy Judge Alan Jaroslovsky held that, to the extent the automatic stay applies at all, it is annulled as to the adversary proceeding. SAINT CATHERINE: To Be Auctioned on Jan. 14, Three Bids Expected ---------------------------------------------------------------- Saint Catherine Regional Hospital is scheduled to go up for auction on Jan. 14, 2015, Gary Popp at Newsandtribune.com reports. Charlestown officials, according to Newsandtribune.com, are expecting two or three entities to bid against one another to take ownership of the hospital. Newsandtribune.com relates that Charlestown City Council approved the backing of an additional $200,000, for a total of $450,000, from New Washington State Bank to keep the hospital in operation before it is taken over by a new owner. The report, citing Charlestown Mayor Bob Hall, states that council members approved the city to serve as guarantor of the loan, which is at the top of the list to be repaid once the hospital is sold. Newsandtribune.com quoted Mr. Hall as saying, "I think the hospital is a critical resource for the community, and we want to keep it here. The bankruptcy, the process of Chapter 13, is to get the hospital where it can be sold, which has happened now." About Saint Catherine Hospitals Saint Catherine Hospital of Indiana LLC -- http://www.saintcatherinehospital.com-- an acute-care hospital in Charlestown, Indiana, filed for Chapter 11 protection June 19 in New Albany, Indiana (Bankr. S.D. Ind. Case No. 12-91316). Saint Catherine Hospital of Indiana is a regional facility that performs weight-loss surgery and other procedures. The Debtor estimated assets worth less than $10 million and debt exceeding $10 million. A buyer has been located to purchase the operation while in Chapter 11, according to a report by Bill Rochelle, the bankruptcy columnist for Bloomberg News. Mr. Rochelle also reports that, in addition to losses from operations, bankruptcy was the result of a lawsuit begun by the trustee for Saint Catherine Hospital of Pennsylvania, which filed for bankruptcy reorganization in April in Wilkes-Barre, Pennsylvania. The Chapter 11 trustee in the Pennsylvania hospital's case filed a lawsuit to recover $300,000 allegedly transferred to the Indiana institution. Saint Catherine Hospital of Pennsylvania, LLC, dba Saint Catherine Medical Center of Fountain Springs, filed a Chapter 11 petition (Bankr. M.D. Pa. Case No. 12-02073) on April 9, 2012, estimating under $50,000 in assets and debts. It is a non-operating 107-bed hospital in Ashland, Pennsylvania. John H. Doran, Esq., at Doran & Doran, P.C., in Wilkes-Barre, Pennsylvania, served as counsel. Nine days after the bankruptcy filing, U.S. Bankruptcy Judge John J. Thomas granted the request of the Chapter 11 trustee to convert the Chapter 11 case of Saint Catherine Hospital of Pennsylvania to a liquidation in Chapter 7. SCIENTIFIC LEARNING: Noel Moore Held 4.8% Stake as of Dec. 31 ------------------------------------------------------------- In an amended Schedule 13G filed with the U.S. Securities and Exchange Commission, Noel G. Moore disclosed that as of Dec. 31, 2014, he beneficially owned 1,136,710 shares of common stock of Scientific Learning Corporation representing 4.8 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/evnk9l About Scientific Learning Corp Scientific Learning is an education company. The Company accelerates learning by applying proven research on how the brain learns in online and on-premise software solutions. The Company provides its learning solutions primarily to United States K-12 schools in traditional brick-and-mortar, virtual or blended learning settings and also to parents and learning centers, in more than 40 countries around the world. The Company's sales are concentrated in K-12 schools in the U.S., which in during the year ended December 31, 2011 were estimated to total over 116,000 schools serving approximately 55 million students in almost 14,000 school districts. During the year ended Dec. 31, 2011, the K-12 sector accounted for 87 percent of the sales of the Company. Scientific Learning incurred a net loss of $6.20 million on $21.06 million of total revenues for the year ended Dec. 31, 2013, as compared with a net loss of $9.65 million on $28.1 million of total revenues in 2012. The Company incurred a net loss of $6.47 million in 2011. As of Dec. 31, 2013, the Company had $7.11 million in total assets, $17.7 million in total liabilities, and a $10.6 million total stockholders' deficit. Armanino LLP, in San Ramon, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company's recurring losses from operations, deficiency in working capital and its need to raise additional capital raise substantial doubt about its ability to continue as a going concern. SEVEN COUNTIES: U.S. Trustee Balks at Plan Releases --------------------------------------------------- Samuel K. Crocker, the U.S. Trustee for Kentucky and Tennessee, objects to the First Amended Plan of Reorganization of Seven Counties Services, Inc. On Oct. 6, 2014, the Debtor filed a Disclosure Statement and Plan which includes two separate provisions that provide a release from liability for acts or omissions committed by certain parties during the course of, and related to, Seven Counties' Chapter 11 proceeding. The U.S. Trustee objects to the Plan's release and injunction provisions because: (i) the circumstances of the case do not meet the stringent Dow Corning test enunciated by the Sixth Circuit to explain when a "bankruptcy court may enjoin a non-consenting creditor's claims against a non-debtor." In the first release provision (the Debtor's Release), the Debtor waives any rights it has to sue its directors, officers, employees, underwriters, investment bankers, financial advisors, members, managers, and agents for any acts or omissions relating to the Chapter 11 proceeding. The second release provision (the Claim Holder's Release) provides that the holders of allowed claims who vote for the Plan waive any right to sue the debtor and its present or former directors, officers, employees, attorneys, accountants, underwriters, investment bankers, financial advisors, members, managers, and agents. As reported in the Troubled Company Reporter on Dec. 8, 2014, the Bankruptcy Court set a Jan. 6, confirmartion hearing of the Debtor's Plan. According to the Disclosure Statement, the Plan contemplates the reorganization of existing debt and continuation of the Debtor's normal business operations. The primary objectives of the Plan are to: (a) maximize the value of the ultimate recoveries to all creditor groups on a fair and equitable basis; and (b) settle, compromise, or otherwise dispose of certain claims and interests on terms that the Debtor believes to be fair and reasonable and in the best interests of the Debtor's estate and its creditors. Upon entry of the confirmation order, the Debtor will continue to operate its business and manage its assets, which will generate income projected to be sufficient for the Debtor to meet its ongoing expenses and obligations contemplated under the Plan. A copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/SevenCounties_DS.pdf The Trustee is represented by: Scott J. Goldberg, Esq. Samuel K. Crocker, Esq. U.S. Trustee, Region 8 U.S. Department of Justice Office of the U.S. Trustee 601 W. Broadway, Suite 512 Louisville, KY 40202 Tel: (502) 582-6000 About Seven Counties Seven Counties Services Inc., a not-for-profit behavioral services provider from Louisville, Kentucky, filed for Chapter 11 protection (Bankr. W.D. Ky. Case No. 13-31442) on April 4, 2013. The agency generates more than $100 million a year in revenue and employs a staff of 1,400 providing services at 21 locations and 120 schools and community centers. The petition was signed by Anthony M. Zipple as president/CEO. The Debtor scheduled assets of $45,603,716 and scheduled liabilities of $232,598,880. Judge Joan A. Lloyd presides over the case. David M. Cantor, Esq., Neil C. Bordy, Esq., Charity B. Neukomm, Esq., Tyler R. Yeager, Esq., and James E. McGhee III, Esq., at SEILLER WATERMAN LLC, serve as counsel to the Debtor. Bingham Greenebaum Doll LLP and Wyatt, Tarrant & Combs LLP have been retained by the Debtor as special counsel. Hall, Render, Killian, Heath & Lyman, PLLC, is special counsel to represent and advise it in the implementation of its new software system. Peritus Public Relations, LLC, has been tapped to provide public relations and public affairs support in Kentucky. Fifth Third Bank, the cash collateral lender, is represented by Brian H. Meldrum, Esq., at STITES & HARBISON PLLC; and Robert C. Goodrich, Jr., Esq., at STITES & HARBISON PLLC. SUNTECH AMERICA: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor affiliates filing separate Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- Suntech America, Inc. 15-10054 aka Suntech Power 501 Second Street, Suite 575 San Francisco, CA 94107 Suntech Arizona, Inc. 15-10056 501 Second Street, Suite 575 San Francisco, CA 94107 Type of Business: Historically, Suntech America was the main operating subsidiary of the Suntech Group in the Americas and its primary business purpose was acting as an intermediary for marketing, selling and distributing Suntech Group manufactured products. Chapter 11 Petition Date: January 12, 2015 Court: United States Bankruptcy Court District of Delaware (Delaware) Judge: Hon. Christopher S. Sontchi Debtors' Counsel: Mark D. Collins, Esq. Paul Noble Heath, Esq. William A. Romanowicz, Esq. Zachary I Shapiro, Esq. RICHARDS, LAYTON & FINGER, P.A. One Rodney Square 920 North King Street Wilmington, DE 19801 Tel: 302 651-7700 Fax: 302-651-7701 Email: collins@RLF.com heath@rlf.com Romanowicz@rlf.com shapiro@rlf.com Debtors' claims UPSHOT SERVICES LLC and Noticing Agent: Estimated Assets: $100 million to $500 million Estimated Debts: $100 million to $500 million The petitions were signed by Robert Moon, chief restructuring officer. Consolidated List of Debtors' 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Wuxi Suntech Power Co., Ltd. Former $143,935,132 9 Xin Hua Road Intercompany New District Wuxi Jiangsu Province, 214028 China Gintech Energy Corporation Vendor $1,703,177 No. 21, Kebei 1st Rd. Hsinchu Science Park Jhunan Township Miaoli County Taiwan 250, China Suntech Power Asia Pacific Former $690,653 Limited Intercompany 21/F Edinburgh Tower The Landmark 15 Queen's Rd. Hong Kong Changzhou Almaden Co., Ltd. Vendor $115,577 Tonglin Electric Vendor $80,035 Specialized Technology Resources Vendor $55,634 Bank of China Letter of Credit $24,077 Phoenix Packaging Vendor $21,492 O'Melveny and Myers LLP Vendor $15,503 Tonsan Vendor $11,452 Cameron Park Senior Living LLC Plaintiff Unliquidated Centex Plaintiff Unliquidated Energy Conversion Devices, Inc. Plaintiff Unliquidated Logistics Plus Inc. Vendor Unliquidated Harry Fleming Plaintiff Unliquidated Pacific Oak Development Inc. Plaintiff Unliquidated Solyndra LLC Plaintiff Unliquidated US Customs and Border Protection US Customs Unliquidated Agency CA State Board of Equalization Sales Tax Unliquidated William & Cindy Kuffner Plaintiff Unliquidated TENGION INC: Kidney Drug Maker in Chapter 7 Liquidation ------------------------------------------------------- Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that Tengion Inc., a developer of a therapy to treat chronic kidney disease, filed a petition on Dec. 29 in Delaware to liquidate in Chapter 7, with a trustee selling the assets. According to the report, Tengion, which was developing a process to regenerate kidney cells and delay the need for dialysis, filed petition showing assets of $2.8 million and debt totaling $32.7 million. The case is In re Tengion Inc., 14-12829, U.S. Bankruptcy Court, District of Delaware (Wilmington). TMT GROUP: Seeks Court Approval to Purchase Vantage Shares ---------------------------------------------------------- TMT Group has filed a motion seeking court approval to purchase 11,282,771 shares of Vantage Drilling Co. In its motion, TMT Group asked the U.S. Bankruptcy Court for the Southern District of Texas for approval to purchase the shares using the proceeds from the sale of its various vessels. TMT Group currently has approximately $14.885 million in proceeds from the sale. It says it will use the sale proceeds to buy the shares through Raymond James & Associates, Inc. in the open market or in a private deal. TMT Group will retain all shares purchased with the broker, or in escrow if purchased in a private transaction pending further approval from the bankruptcy court, according to the filing. The motion is on Judge Marvin Isgur's calendar for Jan. 20. F3 Capital Owner Objects The motion drew flak from Hsin Chi Su, owner of F3 Capital who reportedly obtained about 100 million shares of Vantage common stock. In court papers, Mr. Su opposed the use of proceeds from the sale of Fortune Elephant, saying it was sold subject to his patent claims and his right to seek recovery from the sale proceeds. Mr. Su also said his company has a right to an administrative claim, adding that "any purchase of shares should provide F3 Capital adequate protection." In 2012, Vantage filed a petition against Mr. Su to recover the shares he obtained and caused to be held by F3 Capital. The petition was filed in the 295th District Court of Harris County, Texas. About TMT Group Known in the industry as TMT Group, TMT USA Shipmanagement LLC and its affiliates own 17 vessels. Vessels range in size from 27,000 dead weight tons (dwt) to 320,000 dwt. TMT USA and 22 affiliates, including C. Ladybug Corporation, sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 13-33740) in Houston, Texas, on June 20, 2013 after lenders seized seven vessels. TMT filed a lawsuit in U.S. bankruptcy court aimed at forcing creditors to release the vessels so they can return to generating income. TMT has tapped attorneys from Bracewell & Giuliani LLP as bankruptcy counsel and AlixPartners as financial advisors. On a consolidated basis, the Debtors have $1.52 billion in assets and $1.46 billion in liabilities. TRANS ENERGY: Amends Third Quarter 2014 Form 10-Q Report -------------------------------------------------------- Trans Energy, Inc., filed an amendment to its quarterly report on Form 10-Q for the period ended Sept. 30, 2014, filed on Nov. 19, 2014, to correct a calculation error in reporting Total long-term liabilities and Total liabilities on the Condensed Consolidated Balance Sheets at Sept. 30, 2014. Significant changes include, among other things: * Total long-term liabilities have been revised, due to a typographical error, from $108,227,177 to $3,909,662. * Total liabilities have been revised, due to a typographical error, from $3,909,662 to $130,219,718. As amended, the Company's balance sheet at Sept. 30, 2014, showed $103.6 million in assets, $130.2 million in total liabilities and a $26.6 million total stockholders' deficit. A full-text copy of the Form 10-Q/A is available for free at: http://is.gd/h96kZO About Trans Energy St. Mary's, West Virginia-based Trans Energy, Inc. (OTC BB: TENG) -- http://www.transenergyinc.com/-- is an independent energy company engaged in the acquisition, exploration, development, exploitation and production of oil and natural gas. Its operations are presently focused in the State of West Virginia. Trans Energy reported a net loss of $17.7 million in 2013 following a net loss of $21.2 million in 2012. UBL INTERACTIVE: Li & Company Expresses Going Concern Doubt ----------------------------------------------------------- Li & Company, P.C., expressed substantial doubt on the ability of UBL Interactive, Inc., to continue as a going concern after auditing its annual report on 10-K for the year ended Sept. 30, 2014. The auditor noted that the Company had an accumulated deficit at Sept. 30, 2014, and a net loss for the fiscal year then ended. The Company reported a net loss of $1.33 million on $4.93 million of total revenue for the year ended Sept. 30, 2014, compared with a net loss of $1.96 million on $3.43 of total revenue for year ended Sept. 30, 2013. The Company's balance sheet at Sept. 30, 2014, showed $4.46 million in assets, $9.13 million in liabilities, and a stockholders' deficit of $4.67 million. A copy of the Form 10-K is available at: http://is.gd/p6vELK UBL Interactive, Inc., provides a set of online identity management tools and services to businesses seeking to optimize their presence in location based search results on Web, mobile and social platforms. The Company's profile management services allow businesses to take control of profile pages in trafficked, search engines and social media sites, providing enhanced content about their products and services. As part of these services, the Company also provides an expanding range of analytical and monitoring tools. The Company offers services in the United States of America, Canada, The United Kingdom and Australia. The Company provides its listing services to businesses directly from its site, and through interactive marketing agencies and channel sales partnerships. UNITED GILSONITE: DACA & TRC Acquire $53,000 in Claims ------------------------------------------------------ In the Chapter 11 case of United Gilsonite Laboratories, a total of five claims switched hands from Oct. 14, 2014, to Oct. 22, 2014: Transferee Transferor Claim Amount ---------- ---------- ------------ DACA VI LLC Monson Companies $664.20 DACA VI LLC One Point Inc $414.35 DACA VI LLC One Point Inc $949.24 DACA VI LLC Williams Industrial Supply $559.68 TRC Master Fund LLC Dickie, McCamey & $50,847.74 Chilcote, P.C. About United Gilsonite Scranton, Pennsylvania-based United Gilsonite Laboratories is a small family-owned corporation engaged in the manufacturing of wood and masonry finishing products and paint sundries. United Gilsonite filed for Chapter 11 bankruptcy protection (Bankr. M.D. Pa. Case No. 11-02032) on March 23, 2011, to address asbestos- related claims. UGL is best known for Drylok, a leak-prevention and waterproofing compound, and Zar wood finish. Judge Robert N. Opel, II, oversees the case. Mark B. Conlan, Esq., at Gibbons P.C., serves as the Debtor's bankruptcy counsel. Joseph M. Alu & Associates P.C. serves as accountants. K&L Gates LLP serves as special insurance counsel. Garden City Group is the claims and notice agent. The Company disclosed $21,084,962 in assets and $3,008,688 in liabilities as of the Chapter 11 filing. Roberta A. DeAngelis, United States Trustee for Region 2, appointed five creditors to serve on an Official Committee of Unsecured Creditors. Montgomery, McCracken, Walker & Rhoads, LLP, represents the Committee. The Committee retained Legal Analysis Systems, Inc., as its consultant on the valuation of asbestos liabilities. James L. Patton, Jr., has been appointed as legal representative for future holders of personal injury or wrongful death claims based on alleged exposure to asbestos and asbestos-containing products. He retained Young Conaway Stargatt & Taylor LLP as his attorneys. Charter Oak Financial Consultants LLC serves as financial advisor to the Unsecured Creditors Committee and the Future Claimants Representative. WALDORF NEVENS: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Waldorf Nevens Cleaners, Inc. 7079 Amundson Avenue Edina, MN 55439 Case No.: 15-40067 Chapter 11 Petition Date: January 9, 2015 Court: United States Bankruptcy Court District of Minnesota (Minneapolis) Judge: Hon. Michael E Ridgway Debtor's Counsel: Steven B. Nosek, Esq. STEVEN B. NOSEK, P.A. 2855 Anthony Ln S, Ste 201 St Anthony, MN 55418 Tel: 612-335-9171 Email: snosek@noseklawfirm.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by John Zahhos, president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/mnb15-40067.pdf WBH ENERGY: Court Issues Joint Administration Order --------------------------------------------------- Judge H. Christopher Mott of the U.S. Bankruptcy Court for the Western District of Texas, Austin Division, issued an order directing that the Chapter 11 cases of WBH Energy, LP, WBH Energy Partners LLC, and WBH Energy GP, LLC, are to be jointly administered under Case No. 15-10003. About WBH Energy WBH Energy Partners LLC (Bankr. W.D. Tex. Case No. 15-10004) and its affiliates -- WBH Energy, LP (Bankr. W.D. Tex. Case No. 15-10003) and WBH Energy GP, LLC (Bankr. W.D. Tex. Case No. 15-10005) separately filed for Chapter 11 bankruptcy protection on Jan. 4, 2015. The petitions were signed by Joseph S. Warnock, vice president. Judge Christopher Mott presides over WBH Energy, LP's case, while Judge Tony M. Davis presides over WBH Energy Partners' and WBH Energy GP's cases. William A. (Trey) Wood, III, Esq., at Bracewell & Giuliani LLP, serves as the Debtors' bankruptcy counsel. WBH Energy, LP, and WBH Energy Partners estimated their assets and liabilities at between $10 million and $50 million each. WBH Energy GP estimated its assets at up to $50,000, and its liabilities at between $10 million and $50 million. WBH ENERGY: Files List of Largest Unsecured Creditors ----------------------------------------------------- WBH Energy, LP and its debtor affiliates filed with the U.S. Bankruptcy Court for the Western District of Texas, Austin Division, their consolidated list of creditors holding largest unsecured claims: Entity Nature of Claim Claim Amount ------ --------------- ------------ Pumpco Energy Services, Inc. Trade $1,616,448 PO Box 202295 Dallas, TX 75320 Gladiator Energy Services, LLC Trade $1,456,405 PO Box 162546 Austin, TX 78716 Nabors Drilling USA, LP Trade $1,271,868 PO Box 973527 Dallas, TX 75397 Inwell Inc. Trade $649,836 504 Spring Hill Dr. Ste. 300 Spring, TX 77386 Cressman Tubular Trade $506,748 Products Corp. 3939 Beltline Rd. Ste. 460 Addison, TX 75001 Halliburton Energy Trade $429,685 Services, Inc. PO Box 301341 Dallas, TX 75303 Orr Construction, Inc. Trade $413,030 PO Box 268984 Oklahoma City, OK 73126 Morrison Supply Company Trade $325,447 PO Box 70 Fort Worth, TX 76101 Challenger Process Trade $314,038 Systems Co. PO Box 731411 Dallas, TX 75373 Basic Energy Services, LP Trade $309,035 PO Box 841903 Dallas, TX 75284 Nabors Completion & Trade $308,638 Production Services PO Box 975682 Dallas, TX 75397 PLPS Inc. PO Box 700 Trade $277,550 Pearland, TX 77588 J&P Transport LLC Trade $273,139 PO Box 459 Muenster, TX 76252 Multi-Chem Group LLC Trade $260,943 PO Box 974320 Dallas, TX 75397 Blowout Tools Inc. Trade $199,887 PO Box 62600 Dept. 1260 New Orleans, LA 70162 West Fork Enterprises, Inc. Trade $181,252 259 CR 1510 Bridgeport, TX 76426 Energy Service Company of Bowie Trade $175,256 PO Box 1300 Bowie, TX 76230 Key Energy Services, Inc. Trade $168,863 PO Box 4649, Houston, TX 77210 DK Rig Movers Trade $155,012 8755 Hwy 87 E. San Antonio, TX 78263 SWECO Trade $154,740 PO Box 123411 Dept. 3411 Dallas, TX 75312 Champion Technologies, Inc. Trade $140,116 PO Box 2243 Houston, TX 77252 Weatherford US, LP Trade $138,340 PO Box 301003 Dallas, TX 75303 Energy Oilfield Services, LLC Trade $138,039 15425 North Freeway, Suite 140 Houston, TX 77090 Gainsville Fuel, Inc. Trade $125,296 PO Box 3445 San Angelo, TX 76902 Industrial Outfitters Inc. Trade $118,296 PO Box 6838 Abilene, TX 79608 Kyle Erwin Construction LLC Trade $115,201 PO Box 643 Boyd, TX 76023 Danlin Industries Trade $105,445 Corporation PO Box 123420 Dallas, TX 75312 Quinn Pumps Trade $105,026 PO Box 677347 Dallas, TX 75267 Flowco Production Solutions Trade $103,760 2731 Spring Stuebner Rd. Ste. N. Spring, TX 77389 Crest Process Systems, Inc. Trade $100,224 2600 Robertson Rd. Tyler, TX 75701 About WBH Energy WBH Energy Partners LLC (Bankr. W.D. Tex. Case No. 15-10004) and its affiliates -- WBH Energy, LP (Bankr. W.D. Tex. Case No. 15-10003) and WBH Energy GP, LLC (Bankr. W.D. Tex. Case No. 15-10005) separately filed for Chapter 11 bankruptcy protection on Jan. 4, 2015. The petitions were signed by Joseph S. Warnock, vice president. Judge Christopher Mott presides over WBH Energy, LP's case, while Judge Tony M. Davis presides over WBH Energy Partners' and WBH Energy GP's cases. William A. (Trey) Wood, III, Esq., at Bracewell & Giuliani LLP, serves as the Debtors' bankruptcy counsel. WBH Energy, LP, and WBH Energy Partners estimated their assets and liabilities at between $10 million and $50 million each. WBH Energy GP estimated its assets at up to $50,000, and its liabilities at between $10 million and $50 million. WBH ENERGY: Has Interim Authority to Use Cash Collateral -------------------------------------------------------- Judge H. Christopher Mott of the U.S. Bankruptcy Court for the Western District of Texas, Austin Division, gave WBH Energy, LP, et al., interim authority to use cash collateral of CL III Funding Holding Company, LLC, ("Castlelake") and U.S. Energy Development Corporation in order to continue their ordinary course business operations and to maintain the value of their bankruptcy estates. The Debtors are permitted to use the Cash Collateral commencing on the Petition Date and expiring on January 16, 2015. The Debtors are borrowers under a senior secured amended and restated loan agreement dated Dec. 19, 2013, with Green Bank, N.A., as lender. Approximately $5,512,000 in principal amount is outstanding under the Senior Facility. WBH LP is a borrower under a junior secured credit agreement dated Dec. 19, 2013, with Castlelake as lender. Approximately $24,000,000 in principal amount is outstanding under the Junior Facility. On Dec. 10, 2014, Castlelake notified the Debtors of Green Bank's assignment of its interest in the senior facility to Castlelake. Under a joint operating agreement dated Sept. 1, 2011, the Debtors granted to USED certain liens on their leasehold interests, working interests, operating rights, and overriding royalty interests to secure their performance under the JOA. An interim hearing on continued use of Cash Collateral will be held on Jan. 16, at 11:00 a.m. (CST). Provided, however, that if the Debtors file a Stipulation Extending Cash Collateral Order prior to Jan. 16, the Interim Hearing may be cancelled. The final hearing on the Motion will be held on Jan. 23, at 10:00 a.m. Objections to the requested relief must be filed no later than Jan. 16. Under the Interim Order, Castlelake, and to the extent that the Court later determines that it has a valid lien, USED, is entitled to adequate protection of its interests in the Cash Collateral on account of the totality of the diminution in value of the Cash Collateral. Castlelake and USED are granted the following adequate protection: * Adequate Protection Liens. To the extent of the aggregate Diminution of Value, if any, of respective interests in the Cash Collateral, and subject to the Carve-Out, Castlelake and USED will have valid and perfected additional and replacement security interests in, and liens upon all of the Debtors’ now owned and after-acquired property, excluding avoidance or other actions arising under chapter 5 of the Bankruptcy Code; and * Adequate Protection Superpriority Claims. To the extent of the aggregate Diminution of Value, if any, of their respective interests in the Cash Collateral, and subject to the Carve-Out, Castlelake and USED are granted, in addition to claims under Section 503(b) of the Bankruptcy Code, an allowed superpriority administrative expense claim pursuant to Section 507(b) of the Bankruptcy Code in the relevant Debtor’s Chapter 11 case. Castlelake asserts that the expenses of each Debtor should be considered separately in determining which expenditures are necessary to avoid immediate and irreparable harm to each Debtor's estate. Castlelake adds that the adequate protection required of Castlelake's interest in cash collateral must be considered separately as neither Debtor has shown that it can provide adequate protection for the use of Castlelake's cash collateral. Castlelake holds valid, perfected liens and security interests which secure indebtedness in excess of $30 million on all cash currently held by WBH LP or WBH Energy Partners, LLC, as well as all postpetition receipts by WBH LP and all postpetition receipts by Energy Partners. A full-text copy of the Interim Cash Collateral Order with Budget is available at http://bankrupt.com/misc/WBHcashcol0108.pdf CL III is represented by: Phil Snow, Esq. Kenneth Green, Esq. SNOW SPENCE GREEN LLP 2929 Allen Parkway, Suite 2800 Houston, TX 77019 Tel: (713) 335-4800 Fax: (713) 335-4848 Email: philsnow@snowspencelaw.com kgreen@snowspencelaw.com About WBH Energy WBH Energy Partners LLC (Bankr. W.D. Tex. Case No. 15-10004) and its affiliates -- WBH Energy, LP (Bankr. W.D. Tex. Case No. 15-10003) and WBH Energy GP, LLC (Bankr. W.D. Tex. Case No. 15-10005) separately filed for Chapter 11 bankruptcy protection on Jan. 4, 2015. The petitions were signed by Joseph S. Warnock, vice president. Judge Christopher Mott presides over WBH Energy, LP's case, while Judge Tony M. Davis presides over WBH Energy Partners' and WBH Energy GP's cases. William A. (Trey) Wood, III, Esq., at Bracewell & Giuliani LLP, serves as the Debtors' bankruptcy counsel. WBH Energy, LP, and WBH Energy Partners estimated their assets and liabilities at between $10 million and $50 million each. WBH Energy GP estimated its assets at up to $50,000, and its liabilities at between $10 million and $50 million. WBH ENERGY: Section 341(a) Meeting Scheduled for Feb. 10 -------------------------------------------------------- A meeting of creditors in the bankruptcy case of WBH Energy, LP, will be held on Feb. 10, 2015, at 1:30 p.m. at Austin Room 118. Creditors have until May 11, 2015, to submit their proofs of claim. This is the first meeting of creditors required under Section 341(a) of the Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This meeting of creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. WBH Energy, LP, WBH Energy Partners LLC and WBH Energy GP, LLC, filed Chapter 11 bankruptcy petitions (Bank. W.D. Tex. Lead Case No. 15-10003) on Jan. 4, 2015. The Debtors estimated assets and liabilities of $10 million to $50 million. The petitions were signed by Joseph S. Warnock as vice president. WESTMORELAND COAL: S&P Retains 'B' CCR After $50MM Loan Add-On -------------------------------------------------------------- Standard & Poor's Ratings Services said that its ratings and outlook on Westmoreland Coal Co. are unaffected by the company's $34 million acquisition of Ohio-based coal supplier Buckingham Coal Co. LLC and proposed $50 million add-on to its $350 million first-lien term loan due 2020. Westmoreland's corporate credit rating remains 'B' with a stable outlook. The issue-level ratings associated with the company's senior secured debt, including the first-lien term loan and $350 million in senior secured notes due 2022, also remain 'B' with a recovery rating of '3', indicating S&P's expectation of meaningful (50% to 70%) recovery in the event of default. "We assess Westmoreland's business risk profile as "weak" and financial risk profile as "highly leveraged." The stable outlook is supported by Westmoreland's committed sales position over the next year, which should result in stable cash flows. The long dated cost plus contracts provide protection against price volatility, while the mine mouth strategy offers transportation and delivery advantages. We anticipate liquidity will remain adequate over the next year given our expectation of manageable capital spending and positive free cash flow starting in 2015," S&P said. Ratings List Ratings Unchanged Westmoreland Coal Co. Corporate Credit Rating B/Stable/-- $400 mil. 1st-lien term loan due 2020* B Recovery Rating 3 $350 mil. ser secd notes due 2022 B Recovery Rating 3 *Includes $50 million add-on. [^] Large Companies With Insolvent Balance Sheet ------------------------------------------------ Total Share- Total Total Holders' Working Assets Equity Capital Company Ticker ($MM) ($MM) ($MM) ------- ------ ------ -------- ------- ABSOLUTE SOFTWRE ALSWF US 138.4 (12.0) 2.2 ABSOLUTE SOFTWRE ABT CN 138.4 (12.0) 2.2 ABSOLUTE SOFTWRE OU1 GR 138.4 (12.0) 2.2 ACCRETIVE HEALTH 6HL GR 510.0 (85.6) (17.7) ACCRETIVE HEALTH ACHI US 510.0 (85.6) (17.7) ADVANCED EMISSIO OXQ1 GR 106.4 (46.1) (15.3) ADVANCED EMISSIO ADES US 106.4 (46.1) (15.3) ADVENT SOFTWARE AXQ GR 432.9 (76.3) (106.9) ADVENT SOFTWARE ADVS US 432.9 (76.3) (106.9) AIR CANADA AC CN 10,545.0 (1,400.0) 164.0 AIR CANADA ADH2 TH 10,545.0 (1,400.0) 164.0 AIR CANADA ACEUR EU 10,545.0 (1,400.0) 164.0 AIR CANADA ACDVF US 10,545.0 (1,400.0) 164.0 AIR CANADA ADH2 GR 10,545.0 (1,400.0) 164.0 ALLIANCE HEALTHC AIQ US 473.5 (127.3) 62.8 AMC NETWORKS-A 9AC GR 3,663.3 (388.0) 659.4 AMC NETWORKS-A AMCX* MM 3,663.3 (388.0) 659.4 AMC NETWORKS-A AMCX US 3,663.3 (388.0) 659.4 AMER RESTAUR-LP ICTPU US 33.5 (4.0) (6.2) AMYLIN PHARMACEU AMLN US 1,998.7 (42.4) 263.0 ANGIE'S LIST INC 8AL TH 161.0 (39.4) (22.7) ANGIE'S LIST INC ANGI US 161.0 (39.4) (22.7) ANGIE'S LIST INC 8AL GR 161.0 (39.4) (22.7) ARRAY BIOPHARMA AR2 GR 135.3 (37.6) 66.2 ARRAY BIOPHARMA ARRY US 135.3 (37.6) 66.2 ARRAY BIOPHARMA AR2 TH 135.3 (37.6) 66.2 AUTOZONE INC AZ5 QT 7,717.1 (1,662.8) (1,383.4) AUTOZONE INC AZ5 TH 7,717.1 (1,662.8) (1,383.4) AUTOZONE INC AZ5 GR 7,717.1 (1,662.8) (1,383.4) AUTOZONE INC AZOEUR EU 7,717.1 (1,662.8) (1,383.4) AUTOZONE INC AZO US 7,717.1 (1,662.8) (1,383.4) AVALANCHE BIOTEC AVU GR 167.2 155.7 161.9 AVALANCHE BIOTEC AAVL US 167.2 155.7 161.9 AVID TECHNOLOGY AVID US 197.2 (341.2) (173.2) BENEFITFOCUS INC BNFT US 131.7 (31.2) 34.2 BENEFITFOCUS INC BTF GR 131.7 (31.2) 34.2 BERRY PLASTICS G BP0 GR 5,268.0 (101.0) 665.0 BERRY PLASTICS G BERY US 5,268.0 (101.0) 665.0 BRP INC/CA-SUB V B15A GR 2,115.5 (9.5) 184.7 BRP INC/CA-SUB V BRPIF US 2,115.5 (9.5) 184.7 BRP INC/CA-SUB V DOO CN 2,115.5 (9.5) 184.7 BURLINGTON STORE BUI GR 2,796.9 (167.9) 77.6 BURLINGTON STORE BURL US 2,796.9 (167.9) 77.6 CABLEVISION SY-A CVC US 6,563.7 (5,068.0) 158.9 CABLEVISION SY-A CVY GR 6,563.7 (5,068.0) 158.9 CABLEVISION-W/I CVC-W US 6,563.7 (5,068.0) 158.9 CABLEVISION-W/I 8441293Q US 6,563.7 (5,068.0) 158.9 CADIZ INC 2ZC GR 56.0 (49.7) 3.0 CADIZ INC CDZI US 56.0 (49.7) 3.0 CAESARS ENTERTAI C08 GR 24,491.5 (3,714.4) 1,363.3 CAESARS ENTERTAI CZR US 24,491.5 (3,714.4) 1,363.3 CAPMARK FINANCIA CPMK US 20,085.1 (933.1) - CASELLA WASTE CWST US 661.8 (6.7) (0.5) CENTENNIAL COMM CYCL US 1,480.9 (925.9) (52.1) CHOICE HOTELS CHH US 664.2 (397.0) 206.0 CHOICE HOTELS CZH GR 664.2 (397.0) 206.0 CIENA CORP CIE1 GR 2,072.6 (69.6) 912.1 CIENA CORP CIE1 TH 2,072.6 (69.6) 912.1 CIENA CORP CIEN TE 2,072.6 (69.6) 912.1 CIENA CORP CIE1 QT 2,072.6 (69.6) 912.1 CIENA CORP CIEN US 2,072.6 (69.6) 912.1 CINCINNATI BELL CBB US 1,952.6 (584.4) 50.1 CIVITAS SOLUTION CIVI US 1,031.5 (62.0) 66.1 CIVITAS SOLUTION 1CI GR 1,031.5 (62.0) 66.1 CLEAR CHANNEL-A C7C GR 6,383.9 (132.6) 376.9 CLEAR CHANNEL-A CCO US 6,383.9 (132.6) 376.9 CLIFFS NATURAL R CLF US 4,811.2 (177.3) 242.3 CLIFFS NATURAL R CVA TH 4,811.2 (177.3) 242.3 CLIFFS NATURAL R CLF* MM 4,811.2 (177.3) 242.3 CLIFFS NATURAL R CVA GR 4,811.2 (177.3) 242.3 COMVERSE INC CM1 GR 649.6 (2.8) 4.3 COMVERSE INC CNSI US 649.6 (2.8) 4.3 CONNECTURE INC CNXR US 85.8 (67.7) (55.8) CONNECTURE INC 2U7 GR 85.8 (67.7) (55.8) CORCEPT THERA CORT US 37.2 (1.3) 19.9 CORINDUS VASCULA CVRS US 0.0 (0.0) (0.0) CVSL INC CVSL US 66.0 (4.7) 2.8 DIPLOMAT PHARMAC DPLO US 322.7 6.6 (39.9) DIPLOMAT PHARMAC 7DP TH 322.7 6.6 (39.9) DIPLOMAT PHARMAC 7DP GR 322.7 6.6 (39.9) DIRECTV DTV US 22,594.0 (5,557.0) 43.0 DIRECTV DIG1 GR 22,594.0 (5,557.0) 43.0 DIRECTV DTV CI 22,594.0 (5,557.0) 43.0 DIRECTV DTVEUR EU 22,594.0 (5,557.0) 43.0 DOMINO'S PIZZA EZV GR 510.9 (1,281.7) 112.9 DOMINO'S PIZZA DPZ US 510.9 (1,281.7) 112.9 DOMINO'S PIZZA EZV TH 510.9 (1,281.7) 112.9 DUN & BRADSTREET DB5 TH 1,789.2 (1,083.4) (0.3) DUN & BRADSTREET DB5 GR 1,789.2 (1,083.4) (0.3) DUN & BRADSTREET DNB US 1,789.2 (1,083.4) (0.3) DURATA THERAPEUT DTA GR 82.1 (16.1) 11.7 DURATA THERAPEUT DRTX US 82.1 (16.1) 11.7 DURATA THERAPEUT DRTXEUR EU 82.1 (16.1) 11.7 EDGEN GROUP INC EDG US 883.8 (0.8) 409.2 EMPIRE RESORTS I NYNY US 42.4 (14.3) (9.9) EMPIRE RESORTS I LHC1 GR 42.4 (14.3) (9.9) EOS PETRO INC EOPT US 1.3 (28.4) (29.5) EXTENDICARE INC EXETF US 1,885.0 (7.2) 77.0 EXTENDICARE INC EXE CN 1,885.0 (7.2) 77.0 FAIRPOINT COMMUN FONN GR 1,488.5 (395.7) 9.4 FAIRPOINT COMMUN FRP US 1,488.5 (395.7) 9.4 FAIRWAY GROUP HO FWM US 371.8 (8.6) 19.9 FERRELLGAS-LP FEG GR 1,680.4 (138.8) (37.1) FERRELLGAS-LP FGP US 1,680.4 (138.8) (37.1) FMSA HOLDINGS IN FMSAEUR EU 1,447.5 (21.7) 271.3 FMSA HOLDINGS IN FM1 GR 1,447.5 (21.7) 271.3 FMSA HOLDINGS IN FMSA US 1,447.5 (21.7) 271.3 FREESCALE SEMICO FSL US 3,306.0 (3,593.0) 1,333.0 FREESCALE SEMICO 1FS GR 3,306.0 (3,593.0) 1,333.0 FREESCALE SEMICO 1FS TH 3,306.0 (3,593.0) 1,333.0 FRESHPET INC FRPTEUR EU 74.5 (34.2) 1.2 FRESHPET INC 7FP GR 74.5 (34.2) 1.2 FRESHPET INC FRPT US 74.5 (34.2) 1.2 GAMING AND LEISU 2GL GR 2,595.4 (77.9) (44.2) GAMING AND LEISU GLPI US 2,595.4 (77.9) (44.2) GARDA WRLD -CL A GW CN 1,469.2 (59.0) 205.0 GENCORP INC GCY GR 1,749.7 (48.5) 70.2 GENCORP INC GY US 1,749.7 (48.5) 70.2 GENTIVA HEALTH GTIV US 1,225.2 (285.2) 130.0 GENTIVA HEALTH GHT GR 1,225.2 (285.2) 130.0 GLG PARTNERS INC GLG US 400.0 (285.6) 156.9 GLG PARTNERS-UTS GLG/U US 400.0 (285.6) 156.9 GOLD RESERVE INC GRZ CN 28.0 (10.5) 4.9 GRAHAM PACKAGING GRM US 2,947.5 (520.8) 298.5 GYMBOREE CORP/TH GYMB US 1,284.0 (321.3) 39.5 HCA HOLDINGS INC 2BH TH 29,825.0 (6,018.0) 2,895.0 HCA HOLDINGS INC 2BH GR 29,825.0 (6,018.0) 2,895.0 HCA HOLDINGS INC HCA US 29,825.0 (6,018.0) 2,895.0 HD SUPPLY HOLDIN 5HD GR 6,523.0 (657.0) 1,396.0 HD SUPPLY HOLDIN HDS US 6,523.0 (657.0) 1,396.0 HERBALIFE LTD HLFEUR EU 2,364.5 (420.6) 508.8 HERBALIFE LTD HOO GR 2,364.5 (420.6) 508.8 HERBALIFE LTD HLF US 2,364.5 (420.6) 508.8 HOVNANIAN ENT-A HOV US 2,289.9 (117.8) 1,403.7 HOVNANIAN ENT-A HO3 GR 2,289.9 (117.8) 1,403.7 HOVNANIAN ENT-B HOVVB US 2,289.9 (117.8) 1,403.7 HOVNANIAN-A-WI HOV-W US 2,289.9 (117.8) 1,403.7 HUBSPOT INC HUBS US 58.9 (13.7) (17.9) HUBSPOT INC 096 GR 58.9 (13.7) (17.9) HUGHES TELEMATIC HUTCU US 110.2 (101.6) (113.8) IHEARTMEDIA INC IHRT US 14,306.0 (9,506.2) 1,003.2 INCYTE CORP ICY TH 785.3 (89.6) 538.0 INCYTE CORP INCY US 785.3 (89.6) 538.0 INCYTE CORP ICY GR 785.3 (89.6) 538.0 INFOR US INC LWSN US 6,778.1 (460.0) (305.9) INTERCORE INC ICOR US 2.8 (4.0) (6.3) IPCS INC IPCS US 559.2 (33.0) 72.1 ISTA PHARMACEUTI ISTA US 124.7 (64.8) 2.2 JUST ENERGY GROU 1JE GR 1,570.4 (311.6) 159.7 JUST ENERGY GROU JE US 1,570.4 (311.6) 159.7 JUST ENERGY GROU JE CN 1,570.4 (311.6) 159.7 L BRANDS INC LTD TH 7,149.0 (433.0) 1,050.0 L BRANDS INC LTD GR 7,149.0 (433.0) 1,050.0 L BRANDS INC LBEUR EU 7,149.0 (433.0) 1,050.0 L BRANDS INC LB US 7,149.0 (433.0) 1,050.0 LEAP WIRELESS LWI TH 4,662.9 (125.1) 346.9 LEAP WIRELESS LWI GR 4,662.9 (125.1) 346.9 LEAP WIRELESS LEAP US 4,662.9 (125.1) 346.9 LEE ENTERPRISES LEE US 811.3 (177.5) (22.6) LORILLARD INC LO US 3,275.0 (2,155.0) 918.0 LORILLARD INC LLV TH 3,275.0 (2,155.0) 918.0 LORILLARD INC LLV GR 3,275.0 (2,155.0) 918.0 MANNKIND CORP NNF1 TH 386.8 (40.7) (100.3) MANNKIND CORP MNKD US 386.8 (40.7) (100.3) MANNKIND CORP NNF1 GR 386.8 (40.7) (100.3) MARRIOTT INTL-A MAQ TH 6,847.0 (1,842.0) (1,186.0) MARRIOTT INTL-A MAQ GR 6,847.0 (1,842.0) (1,186.0) MARRIOTT INTL-A MAR US 6,847.0 (1,842.0) (1,186.0) MDC COMM-W/I MDZ/W CN 1,707.3 (86.7) (256.5) MDC PARTNERS-A MDZ/A CN 1,707.3 (86.7) (256.5) MDC PARTNERS-A MD7A GR 1,707.3 (86.7) (256.5) MDC PARTNERS-A MDCA US 1,707.3 (86.7) (256.5) MDC PARTNERS-EXC MDZ/N CN 1,707.3 (86.7) (256.5) MERITOR INC AID1 GR 2,502.0 (585.0) 254.0 MERITOR INC MTOR US 2,502.0 (585.0) 254.0 MERRIMACK PHARMA MP6 GR 188.6 (99.9) 40.9 MERRIMACK PHARMA MACK US 188.6 (99.9) 40.9 MICHAELS COS INC MIK US 2,030.0 (2,269.0) 409.0 MICHAELS COS INC MIM GR 2,030.0 (2,269.0) 409.0 MONEYGRAM INTERN MGI US 4,600.2 (157.2) 87.1 MORGANS HOTEL GR MHGC US 632.3 (221.3) 89.3 MORGANS HOTEL GR M1U GR 632.3 (221.3) 89.3 MOXIAN CHINA INC MOXC US 4.9 (1.2) (4.0) MPG OFFICE TRUST 1052394D US 1,280.0 (437.3) - NATIONAL CINEMED NCMI US 993.6 (200.2) 51.8 NATIONAL CINEMED XWM GR 993.6 (200.2) 51.8 NAVISTAR INTL IHR TH 7,443.0 (4,618.0) 782.0 NAVISTAR INTL IHR GR 7,443.0 (4,618.0) 782.0 NAVISTAR INTL NAV US 7,443.0 (4,618.0) 782.0 NEFF CORP-CL A NEFF US 612.1 (343.7) (1.5) NEW ENG RLTY-LP NEN US 178.9 (25.9) - NORTHWEST BIO NBYA GR 29.4 (31.2) (41.7) NORTHWEST BIO NWBO US 29.4 (31.2) (41.7) OMEROS CORP OMER US 25.3 (26.6) 9.0 OMEROS CORP 3O8 GR 25.3 (26.6) 9.0 OMTHERA PHARMACE OMTH US 18.3 (8.5) (12.0) PALM INC PALM US 1,007.2 (6.2) 141.7 PBF LOGISTICS LP 11P GR 360.0 (47.3) 15.6 PBF LOGISTICS LP PBFX US 360.0 (47.3) 15.6 PHILIP MORRIS IN PM1 TE 35,401.0 (8,677.0) (356.0) PHILIP MORRIS IN 4I1 GR 35,401.0 (8,677.0) (356.0) PHILIP MORRIS IN PM FP 35,401.0 (8,677.0) (356.0) PHILIP MORRIS IN PM US 35,401.0 (8,677.0) (356.0) PHILIP MORRIS IN PM1EUR EU 35,401.0 (8,677.0) (356.0) PHILIP MORRIS IN PM1CHF EU 35,401.0 (8,677.0) (356.0) PHILIP MORRIS IN PMI SW 35,401.0 (8,677.0) (356.0) PHILIP MORRIS IN 4I1 TH 35,401.0 (8,677.0) (356.0) PLAYBOY ENTERP-A PLA/A US 165.8 (54.4) (16.9) PLAYBOY ENTERP-B PLA US 165.8 (54.4) (16.9) PLY GEM HOLDINGS PGEM US 1,304.9 (73.5) 238.9 PLY GEM HOLDINGS PG6 GR 1,304.9 (73.5) 238.9 PROTALEX INC PRTX US 0.8 (9.1) 0.4 PROTECTION ONE PONE US 562.9 (61.8) (7.6) PROTEON THERAPEU PRTO US 24.2 9.6 19.3 QUALITY DISTRIBU QLTY US 439.6 (30.4) 105.2 QUALITY DISTRIBU QDZ GR 439.6 (30.4) 105.2 QUINTILES TRANSN Q US 3,106.7 (536.2) 511.8 QUINTILES TRANSN QTS GR 3,106.7 (536.2) 511.8 RAYONIER ADV RYAM US 1,246.3 (13.4) 167.3 RAYONIER ADV RYQ GR 1,246.3 (13.4) 167.3 REGAL ENTERTAI-A RETA GR 2,553.5 (755.1) 6.5 REGAL ENTERTAI-A RGC* MM 2,553.5 (755.1) 6.5 REGAL ENTERTAI-A RGC US 2,553.5 (755.1) 6.5 RENAISSANCE LEA RLRN US 57.0 (28.2) (31.4) RENTPATH INC PRM US 208.0 (91.7) 3.6 RETROPHIN INC RTRX US 145.9 (10.2) (3.7) RETROPHIN INC 17R GR 145.9 (10.2) (3.7) REVLON INC-A REV US 1,912.6 (570.6) 300.9 REVLON INC-A RVL1 GR 1,912.6 (570.6) 300.9 RITE AID CORP RTA TH 7,186.0 (1,792.7) 1,895.3 RITE AID CORP RTA GR 7,186.0 (1,792.7) 1,895.3 RITE AID CORP RAD US 7,186.0 (1,792.7) 1,895.3 ROCKWELL MEDICAL RWM GR 23.9 (5.5) 2.6 ROCKWELL MEDICAL RMTI US 23.9 (5.5) 2.6 ROCKWELL MEDICAL RWM TH 23.9 (5.5) 2.6 ROUNDY'S INC RNDY US 1,089.7 (66.8) 71.8 ROUNDY'S INC 4R1 GR 1,089.7 (66.8) 71.8 RURAL/METRO CORP RURL US 303.7 (92.1) 72.4 RYERSON HOLDING RYI US 2,006.2 (38.2) 749.5 RYERSON HOLDING 7RY GR 2,006.2 (38.2) 749.5 SALLY BEAUTY HOL SBH US 2,030.0 (347.1) 640.6 SALLY BEAUTY HOL S7V GR 2,030.0 (347.1) 640.6 SBA COMM CORP-A SBAC US 7,809.0 (297.6) (671.8) SBA COMM CORP-A SBJ TH 7,809.0 (297.6) (671.8) SBA COMM CORP-A SBJ GR 7,809.0 (297.6) (671.8) SECOND SIGHT MED EYES US 9.6 (19.5) 4.4 SECOND SIGHT MED 24P GR 9.6 (19.5) 4.4 SEQUENOM INC SQNM US 134.6 (51.9) 36.5 SEQUENOM INC QNMA TH 134.6 (51.9) 36.5 SEQUENOM INC QNMA GR 134.6 (51.9) 36.5 SILVER SPRING NE 9SI GR 552.9 (139.0) 82.8 SILVER SPRING NE 9SI TH 552.9 (139.0) 82.8 SILVER SPRING NE SSNI US 552.9 (139.0) 82.8 SIRIUS XM CANADA XSR CN 329.4 (87.2) (161.7) SIRIUS XM CANADA SIICF US 329.4 (87.2) (161.7) SPORTSMAN'S WARE 06S GR 315.7 (35.0) 83.3 SPORTSMAN'S WARE SPWH US 315.7 (35.0) 83.3 SUPERVALU INC SJ1 TH 5,078.0 (647.0) 277.0 SUPERVALU INC SJ1 GR 5,078.0 (647.0) 277.0 SUPERVALU INC SVU US 5,078.0 (647.0) 277.0 SUPERVALU INC SVU* MM 5,078.0 (647.0) 277.0 THERAVANCE HVE GR 553.7 (193.1) 237.4 THERAVANCE THRX US 553.7 (193.1) 237.4 THRESHOLD PHARMA THLD US 76.7 (21.0) 49.1 TOWN SPORTS INTE CLUB US 482.6 (53.8) 69.7 TRANSDIGM GROUP T7D GR 6,756.8 (1,556.1) 1,103.7 TRANSDIGM GROUP TDG US 6,756.8 (1,556.1) 1,103.7 TRINET GROUP INC TNET US 1,393.3 (48.9) 17.3 TRINET GROUP INC TN3 GR 1,393.3 (48.9) 17.3 TRINET GROUP INC TNETEUR EU 1,393.3 (48.9) 17.3 UNILIFE CORP 4UL GR 80.7 (2.7) 0.4 UNILIFE CORP 4UL TH 80.7 (2.7) 0.4 UNILIFE CORP UNIS US 80.7 (2.7) 0.4 UNISYS CORP UIS US 2,279.4 (521.2) 343.9 UNISYS CORP UIS1 SW 2,279.4 (521.2) 343.9 UNISYS CORP UISCHF EU 2,279.4 (521.2) 343.9 UNISYS CORP UISEUR EU 2,279.4 (521.2) 343.9 UNISYS CORP USY1 GR 2,279.4 (521.2) 343.9 UNISYS CORP USY1 TH 2,279.4 (521.2) 343.9 VECTOR GROUP LTD VGR US 1,643.4 (7.9) 561.5 VECTOR GROUP LTD VGR GR 1,643.4 (7.9) 561.5 VENOCO INC VQ US 756.5 (100.0) (762.9) VERISIGN INC VRSN US 2,207.4 (748.8) (326.3) VERISIGN INC VRS GR 2,207.4 (748.8) (326.3) VERISIGN INC VRS TH 2,207.4 (748.8) (326.3) VERIZON TELEMATI HUTC US 110.2 (101.6) (113.8) VERSO CORP VRS US 1,019.7 (584.3) 9.4 VIRGIN AMERICA I VA US 876.0 (313.0) 19.0 VIRGIN AMERICA I 2VA1 TH 876.0 (313.0) 19.0 VIRGIN AMERICA I 2VA1 GR 876.0 (313.0) 19.0 VIRGIN MOBILE-A VM US 307.4 (244.2) (138.3) WEIGHT WATCHERS WW6 GR 1,558.3 (1,357.7) 60.6 WEIGHT WATCHERS WTWEUR EU 1,558.3 (1,357.7) 60.6 WEIGHT WATCHERS WTW US 1,558.3 (1,357.7) 60.6 WEIGHT WATCHERS WW6 TH 1,558.3 (1,357.7) 60.6 WEST CORP WSTC US 3,929.2 (684.9) 284.7 WEST CORP WT2 GR 3,929.2 (684.9) 284.7 WESTMORELAND COA WLB US 1,578.5 (264.3) 101.2 WESTMORELAND COA WME GR 1,578.5 (264.3) 101.2 WORKIVA INC WK US 82.6 (23.4) (23.4) WORKIVA INC 0WKA GR 82.6 (23.4) (23.4) XERIUM TECHNOLOG XRM US 611.2 (51.2) 102.1 XERIUM TECHNOLOG TXRN GR 611.2 (51.2) 102.1 XOMA CORP XOMA US 70.9 (18.1) 28.5 XOMA CORP XOMA GR 70.9 (18.1) 28.5 YRC WORLDWIDE IN YEL1 TH 2,046.6 (361.2) 195.9 YRC WORLDWIDE IN YRCW US 2,046.6 (361.2) 195.9 YRC WORLDWIDE IN YEL1 GR 2,046.6 (361.2) 195.9 ********* 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. 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 nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. 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 2015. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000 or Nina Novak at 202-362-8552. *** End of Transmission ***