/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/150114.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, January 14, 2015, Vol. 19, No. 14 Headlines ACCIPITER COMMUNICATIONS: Feb. 18 Hearing on Further Use of Cash AEREO INC: Court Fixes Feb. 18 as General Claims Bar Date AEREO INC: Employees Denied Bonuses Tied to Bankruptcy Sale AEREO INC: To Auction TV Streaming Technology Assets Feb. 24 AIRCASTLE LTD: S&P Assigns 'BB+' Rating on $400MM Sr. Notes ALCO STORES: Okayed to Sell Distribution Center to Orscheln AMERICAN MEDIA: S&P Retains 'CCC' CCR on Debt Exchange Plan AMERICAN TIRE: Moody's Assigns (P)B3 Rating on New $400MM Loan AMERICAN TIRE: S&P Raises Corp Credit Rating to B+; Outlook Stable ASCEND LEARNING: S&P Retains 'B' CCR Over $40MM Add-On Loan ASG CONSOLIDATED: S&P Lowers CCR to 'CCC-'; Outlook Negative AUBURN TRACE: Section 341(a) Meeting Set for Feb. 10 AWI DELAWARE: Creditors Have Until Feb. 6 to File Claims AWI DELAWARE: Wants Lease Decision Period Extended Until April 7 CAESARS ENTERTAINMENT: ISDA to Convene on Expired Credit Swaps CAESARS ENTERTAINMENT: Offers Consent Fee to Bank Lenders CARDINAL FASTENER: Will Cease Operations in First Quarter CAROLINE WYLY: SEC Disgorgement Suit Not Subject to Bankr. Stay CLARK SALES: To Liquidate Assets After Failing to Reorganize CONSTAR INTERNATIONAL: Seeks March 13 Plan Filing Date Extension CPI BUYER: S&P Retains 'B' CCR After $74MM Term Loan Add-On DIMENSIONAL IMAGING: Case Summary & 5 Top Unsecured Creditors DR. JOSEPH F. POLLACK: S&P Revises Outlook & Affirms 'BB' Rating DUFF & PHELPS: Moody's Affirms B2 CFR & Sr. Secured Debt Rating DYNACAST INTERNATIONAL: Moody's Assigns 'B2' Corp. Family Rating DYNACAST INTERNATIONAL: S&P Affirms 'B' CCR; Outlook Stable ENERGY FUTURE: Has Until Jan. 31 to Decide on Real Property Lease ENERGY FUTURE: Moves to Open the Bidding on Oncor Again ENERGY FUTURE: Wants Until July 27 to Remove Actions FARAGASSO EAST: Voluntary Chapter 11 Case Summary FLORIDA CAPITAL: Case Summary & 2 Largest Unsecured Creditors GAWK INC: Needs Additional Cash to Maintain Operations GRATON ECONOMIC: New $450MM Facility No Impact on Moody's B2 CFR H.R.M. GLOBAL: Case Summary & Largest Unsecured Creditor HDGM ADVISORY: SEC, GPIF-I Balk at Exclusivity Extension HOSTESS BRANDS: Judge Recommends Approval of Contingency Fee HYUN UM: Case Trustee Loses Appeal on Spokane Rock Claim IMAX CORP: Applies for Voluntary Delisting From TSX IMMUNOCLIN CORP: Has Minimal Revenues, Needs Financing JAMES RIVER: Generates $6.55 Million from New Sales JAMES RIVER: Has Until March 13 to Propose Chapter 11 Plan KB HOME: Struggles With Rising Costs, Warns of Margin Pressures KEVIN D. HEBNER: Wells Fargo Sanctioned for Collection Efforts LIANA MALLO: Untimely Tax Returns Did Not Discharge Debt LUCEE'S LLC: Files for Chapter 11 Bankruptcy Protection LUMIRAM DEVELOPMENT: Case Summary & 2 Top Unsecured Creditors MATAGORDA ISLAND: Opposes UST Bid for Conversion or Dismissal MONROE HOSPITAL: Goes to Feb. 11 Plan-Approval Hearing NELLSON NUTRACEUTICAL: Moody's Assigns B2 Corporate Family Rating NEW LOUISIANA: Palm Terrace Debtors Assert PCO Unneccessary NII HOLDINGS: Wants Until April 13 to Decide on Headquarters Lease NNN 1818 MARKET STREET: 341(a) Meeting Set in Units' Bankr. Cases NW VALLEY: Section 341(a) Meeting Scheduled for Feb. 12 OUTLAW RIDGE: Dismissal Requires Closing of Note Purchase PARADIGM EAST: Seeks Approval to Sell Real Property to AvalonBay PASSAIC HEALTHCARE: Court Issues Joint Administration Order PLATFORM SPECIALTY: Moody's Confirms B1 Corporate Family Rating PLATFORM SPECIALTY: S&P Assigns 'BB' Rating on $1.0BB Term Loan PRETTY GIRL: Salvatore LaMonica Appointed as Chapter 7 Trustee PSL-NORTH AMERICA: Wants Plan Filing Date Extended to April 13 QUIZNOS: Quiznos Names Doug Pendergast as CEO REVEL AC: Investor Aims to Bring Back Atlantic City RIVERWALK JACKSONVILLE: Jan. 14 Hearing on Bid for Cash Use RODNEY WEIDENBENNER: Admin. Freeze Violates Stay, NY Court Rules RONALD DEMASI: State Court Liability Not Dondischargeable SEVEN COUNTIES: Seeks Approval of NextGen Settlement SIFCO SA: Gets Approval of Deal With BNY Mellon, Noteholders SOURCE HOME: Exclusive Solicitation Period Extended to April 21 SOURCE HOME: Plan Confirmation Hearing Set for Feb. 20 STW RESOURCES: Needs Additional Financing to Fund Operations SUNTECH AMERICA: Files for Chapter 11 Bankruptcy Protection SWEPORTS LTD: 7th Cir. Says Bankr. Court Must Rule on Fee Request TTM TECHNOLOGIES: S&P Retains 'BB' CCR on CreditWatch Negative UNITEK GLOBAL: Exits Chapter 11, Appoints Interim CEO VALUE PROPERTIES: Case Summary & 12 Largest Unsecured Creditors VALUESETTERS INC: Has Insufficient Cash to Fund Operations VILLAGE AT NIPOMO: Claims Paid; Case Dismissed WATSON SERVICES: Case Summary & 20 Largest Unsecured Creditors WMK PROPERTIES: Case Summary & 7 Largest Unsecured Creditors XTREME POWER: Goes to Feb. 5 Plan-Approval Hearing [*] Bankruptcies in San Antonio, Texas Drop Almost 10% in 2014 [*] Bankruptcy Filings Nationwide Drop Nearly 12% in 2014 [*] Oil Price Drop Bankrupting Small Oil Firms, CNBC Says ********* ACCIPITER COMMUNICATIONS: Feb. 18 Hearing on Further Use of Cash ---------------------------------------------------------------- The Bankruptcy Court, according to the minutes of the hearing held Dec. 17 continued until Feb. 18, 2015, at 9:30 a.m., the Chapter 11 status hearing, and hearing on Accipiter Communications, Inc.'s motion for continued use of cash collateral. The U.S. Government, through the Rural Utilities Service of the U.S. Department of Agriculture and the Rural TeleTel Bank, made three sets of loans prepetition. As of the Petition Date, the Debtor was obligated and indebted to the Prepetition Lender under the Prepetition Credit Agreements in an aggregate principal amount totaling $20.8 million, plus, the U.S. Government asserts, unpaid fees and expenses and accrued interest. The Debtor would use the cash collateral to construct and operate a telecommunications network in rural areas located in certain portions of Maricopa and Yavapai Counties. The Debtor has furnished to the Prepetition Lender a budget for weekly cash receipts and expenditures for the period ending Jan. 9, 2015. As adequate protection for any diminution in the value of the collateral, the Debtor will grant the prepetition lender adequate protection payment, replacement lien, subject to carve out on certain expenses. About Accipiter Communications Accipiter Communications, Inc., a Phoenix-based company that provides telecommunications services to unserved or underserved, mostly rurally-situated residences and businesses in central Arizona, filed a Chapter 11 bankruptcy petition (Bankr. D. Ariz. Case No. 14-04372) in its hometown on March 28, 2014. Accipiter provides telecommunications services to 1,409 residential subscribers and 231 business subscribers, including an elementary school, an enforcement agency, a fire station, two municipal water supply facilities, and a bank. The Debtor is able to provide telecommunications services to rural customers only by participating in two federal programs: revenue subsidies from the federal Universal Service Fund, which is administered under the authority of the Federal Communications Commission, and capital debt financing provided under a rural telecommunications loan program administered by the Rural Utilities Service, an agency of the U.S. Department of Agriculture. As of the Petition Date, the Debtor owed $20.8 million in aggregate principal to the RUS. The Debtor believes there is approximately $414,000 in prepetition general unsecured claims held by trade vendors or other parties against the Debtor. The Debtor is a privately held company, with 55.4% of the stock held by Lewis van Amerongen. In its schedules, the Debtor listed $31.3 million in assets and $21.6 million in liabilities. The bankruptcy case is assigned to Judge George B. Nielsen Jr. The Debtor has tapped Perkins Coie LLP as counsel. Ilene J. Lashinsky, U.S. Trustee for Region 14, appointed these three creditors to serve in the Official Committee of Unsecured Creditors. The Committee retained Stinson Leonard Street LLP as counsel. The Debtor filed its proposed Plan of Reorganization on Aug. 27, 2014. AEREO INC: Court Fixes Feb. 18 as General Claims Bar Date --------------------------------------------------------- The Bankruptcy Court established Feb. 18, 2015, at 5:00 p.m., as the deadline for any individual or entity to file proofs of claim against Aereo, Inc. The bar date is for claims which arose on or prior to the filing of the Chapter 11 petition on Nov. 20, 2014. The Court also set May 19, at 5:00 p.m., as the bar date for governmental entities to file proofs of claims. Proofs of claim must be filed either electronically through the website of the Debtor's claims agent Prime Clerk LLC -- https://cases.primeclerk.com/aereo/EPOC-Index -- or by mailing the original proof of claim either by U.S. Postal Service mail or overnight delivery to these address: If by first class mail, to: Aereo, Inc. Claims Processing c/o Prime Clerk LLC 830 Third Avenue, 9th Floor New York, NY 10022 If by hand delivery or overnight courier, to: Aereo, Inc. Claims Processing c/o Prime Clerk LLC 830 Third Avenue, 9th Floor New York, NY 10022 or Clerk of the United States Bankruptcy Court Attn: Aereo, Inc. Claims Processing One Bowling Green New York, NY 10004 About Aereo, Inc. With headquarters in Boston, Massachusetts, Aereo, Inc., is a technology company that provided subscribers with the ability to watch live or "time-shifted" local over-the-air broadcast television on internet-connected devices, such as personal computers, tablet devices, and "smartphones." Aero provided to each subscriber access, via the internet, to individual remote or micro-antennas and a cloud-based DVR, which were maintained by the Debtor in facilities within the local market. Aereo, Inc., sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 14-13200) in Manhattan, New York, on Nov. 20, 2014. The Chapter 11 filing came five months after the U.S. Supreme Court ruled the Debtor, with respect to live or contemporaneous transmissions, was essentially performing as a traditional cable system under the Copyright Act, and thus was violating broadcasters' copyrights because it wasn't paying broadcasters any fees. The Debtor has tapped William R. Baldiga, Esq., at Brown Rudnick LLP, in New York, as counsel. The Debtors has also engaged Argus Management Corp. to provide the services of Lawton W. Bloom as CRO and Peter Sullivan and Scott Dicus as assistant restructuring officers. Prime Clerk LLC is the claims and notice agent. The Debtor disclosed $22.2 million in assets and $2.78 million in liabilities as of the Chapter 11 filing. AEREO INC: Employees Denied Bonuses Tied to Bankruptcy Sale ----------------------------------------------------------- Sara Randazzo, writing for The Wall Street Journal, reported that U.S. Bankruptcy Judge Sean Lane in New York denied Aereo Inc.'s proposal to pay its remaining employees bonuses if the company is able to strum up at least $4 million from a sale of its technology. According to the report, Judge Lane's denial followed objections by a group of major broadcasters who insist any sale of Aereo's assets will infringe on their copyrights and by a government watchdog who said the bonuses don't seem to be tied to adequate incentives. The Journal, however, noted that Judge Lane left open the possibility of approving a revised plan if it more clearly laid out why the employees deserve the extra money. About Aereo, Inc. With headquarters in Boston, Massachusetts, Aereo, Inc., is a technology company that provided subscribers with the ability to watch live or "time-shifted" local over-the-air broadcast television on internet-connected devices, such as personal computers, tablet devices, and "smartphones." Aero provided to each subscriber access, via the internet, to individual remote or micro-antennas and a cloud-based DVR, which were maintained by the Debtor in facilities within the local market. Aereo, Inc., sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 14-13200) in Manhattan, New York, on Nov. 20, 2014. The Chapter 11 filing came five months after the U.S. Supreme Court ruled the Debtor, with respect to live or contemporaneous transmissions, was essentially performing as a traditional cable system under the Copyright Act, and thus was violating broadcasters' copyrights because it wasn't paying broadcasters any fees. The Debtor has tapped William R. Baldiga, Esq., at Brown Rudnick LLP, in New York, as counsel. The Debtors has also engaged Argus Management Corp. to provide the services of Lawton W. Bloom as CRO and Peter Sullivan and Scott Dicus as assistant restructuring officers. Prime Clerk LLC is the claims and notice agent. The Debtor disclosed $22.2 million in assets and $2.78 million in liabilities as of the Chapter 11 filing. AEREO INC: To Auction TV Streaming Technology Assets Feb. 24 ------------------------------------------------------------ Video streaming company Aereo Inc. is set to hold an auction of its TV streaming technology assets on Feb. 24. The company will hold the auction at the New York offices of its legal counsel Brown Rudnick LLP, and has set a Feb. 20 deadline for filing bids. It may designate a stalking horse bidder who will receive a break-up fee not to exceed 3% of the total value of his offer. A court hearing to consider the sale of the assets to the winning bidder is scheduled for March 11. U.S. Bankruptcy Judge Sean Lane in December authorized the company to sell its assets after it reached an agreement with broadcasters, including CBS Corp and Comcast Corp's NBC, over the sale process. The agreement addresses concerns raised by the broadcasters such as the lack of access to information about the sale process. Aereo agreed to provide the broadcasters a weekly update on the status of the sale process and allowed them to attend the auction. Aereo also granted the requests of some trade creditors that they be consulted in connection with the sale process. These creditors, who previously opposed the sale process, were allowed to take part in the selection of the winning bidder and in other sale decisions of the company, according to court papers. About Aereo, Inc. With headquarters in Boston, Massachusetts, Aereo, Inc., is a technology company that provided subscribers with the ability to watch live or "time-shifted" local over-the-air broadcast television on internet-connected devices, such as personal computers, tablet devices, and "smartphones." Aero provided to each subscriber access, via the internet, to individual remote or micro-antennas and a cloud-based DVR, which were maintained by the Debtor in facilities within the local market. Aereo, Inc., sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 14-13200) in Manhattan, New York, on Nov. 20, 2014. The Chapter 11 filing came five months after the U.S. Supreme Court ruled the Debtor, with respect to live or contemporaneous transmissions, was essentially performing as a traditional cable system under the Copyright Act, and thus was violating broadcasters' copyrights because it wasn't paying broadcasters any fees. The Debtor has tapped William R. Baldiga, Esq., at Brown Rudnick LLP, in New York, as counsel. The Debtors has also engaged Argus Management Corp. to provide the services of Lawton W. Bloom as CRO and Peter Sullivan and Scott Dicus as assistant restructuring officers. Prime Clerk LLC is the claims and notice agent. The Debtor disclosed $22,163,168 in assets and $2,775,970 in liabilities as of the Chapter 11 filing. AIRCASTLE LTD: S&P Assigns 'BB+' Rating on $400MM Sr. Notes ----------------------------------------------------------- Standard & Poor's Ratings Services said that it assigned Aircastle Ltd.'s $400 million senior notes due 2022 a 'BB+' issue-level rating, with a recovery rating of '3', indicating S&P's expectation that lenders would receive meaningful (50%-70%) recovery of principal in the event of a payment default. The company will use proceeds for general corporate purposes, including potential debt repayment. The ratings on Stamford, Conn.-based Aircastle Ltd. reflect its position as a midsize provider of aircraft operating leases and its diversified fleet, as measured by aircraft types and location of lessees. The company's exposure to cyclical demand for aircraft, fluctuations in lease rates and aircraft values, and weak credit quality of some airline customers partially offset the positive factors. S&P characterizes Aircastle's business risk profile as "fair," its financial risk profile as "significant," and its liquidity as "adequate," based on S&P's criteria. S&P's outlook on the rating is stable. S&P expects Aircastle's financial profile to remain relatively consistent through 2015, with higher earnings and cash flow from fleet additions, offset by incremental debt to finance fleet growth. S&P could lower ratings if lower utilization and lease rates caused the ratio of funds from operations to debt to decline to below the high-single-digit percent area for a sustained period. Alternatively, S&P could lower ratings if aggressive capital spending and/or share repurchases resulted in the ratio of debt of capital increasing to the mid-70% area. S&P do not consider an upgrade likely unless the company grows substantially, improving its competitive position and fleet diversity, which could cause S&P to revise its business risk assessment from the current "fair." RATINGS LIST Aircastle Ltd. Corporate Credit Rating BB+/Stable/-- New Rating Aircastle Ltd. Senior unsecured $400 mil. notes due 2022 BB+ Recovery Rating 3 ALCO STORES: Okayed to Sell Distribution Center to Orscheln ----------------------------------------------------------- The bankruptcy court authorized Alco Stores, Inc. et al., to sell certain assets of the Debtors' bankruptcy estates to Orscheln Supply LLC, purchaser, pursuant to a purchase agreement dated Dec. 9, 2014. The Court determined that the purchaser submitted the highest and best bid for the Debtors' distribution center in Abilene, Kansas and certain related personal property assets. On Dec. 3, 2014, the Court authorized the Debtors to sell the assets. The auction was held on Dec. 17. The agreement provides that, among other things: 1. Under the agency agreement dated as of Oct. 15, 2014, between the Debtors, and Tiger Capital Group, LLC, SB Capital Group, LLC, and Great American Group WF, LLC, the Debtors are obligated to grant the agent access to the distribution center until the vacate date, which may be as late as Jan. 31, 2015. By entering into the lease agreement with the purchaser, the Debtors will be able to close the sale transaction by year end -- which, by virtue of the cash infusion, will provide an immediate benefit to the Debtors' estates -- while also satisfying their obligations under the agency agreement. 2. Within one business day of closing, the Debtors will pay to the agent $90,000 as the agent's commission for the sale of the owned furniture, fixtures and equipment. 3. The purchase price for the Orscheln sale assets is $3 million, which buyer agrees to pay by wire transfer of immediately available funds to a bank account, such bank account to be identified by seller in writing at least one day prior to closing. Objections Cotulla ISD, creditor and party-in-interest, filed a limited objection to the sale motion. Cotulla ISD, collecting on behalf of itself and the City of Cotulla, is the holder of a prepetition claim against the Debtors for year 2014 ad valorem real and business personal property taxes in the amount of $54,900. The amount does not include postpetition interest at the state statutory rate of 1% per month to which Cotulla ISD is entitled pursuant to Sections 506(b) and 511 of the Bankruptcy Code. Another party, Blackhawk Network, Inc., also filed a limited objection. Cotulla is represented by: Laurie Spindler Huffman, Esq. LINEBARGER GOGGAN BLAIR & SAMPSON, LLP 2777 N. Stemmons Fwy, Suite 1000 Dallas, TX 75207 Tel: (214) 880-0089 Fax: (469) 221-5002 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 serves as local counsel to the Committee. AMERICAN MEDIA: S&P Retains 'CCC' CCR on Debt Exchange Plan ----------------------------------------------------------- Standard & Poor's Ratings Services said that its ratings on U.S. magazine publisher American Media Inc., including the 'CCC' corporate credit rating, are not affected by the company's announcement that it is exchanging $32 million of its first-lien 11.5% notes due 2017 for $39 million in new second-lien 7% notes due 2020. The negative rating outlook remains unchanged. American Media has entered into an exchange agreement with certain shareholders as the next step in its multistep debt reduction strategy and plans to refinance existing first-lien debt, reduce interest expense further, and improve free cash flow. The 'CCC' corporate credit rating reflects the company's low- to mid-8x adjusted leverage, the structural pressures in the magazine publishing business, and S&P's view that default risk, either via a missed interest payment or distressed exchange, will remain high over the next 12 months. In September 2014, the company completed the first step of its debt reduction strategy with an exchange of $7.8 million 13.5% second-lien senior notes and $113.3 million 10% second-lien senior payment-in-kind notes for equity. The exchange closely followed Chatham Asset Management LLC and Omega Charitable Partnership L.P.'s purchase of all of American Media's common stock. Following this conversion of debt to equity, S&P downgraded the company to 'SD' (selective default) and subsequently upgraded it to 'CCC' after the exchange was completed. However, S&P does not view the proposed debt-for-debt swap as a "distressed exchange," despite the extended maturity and change to a more junior status for this portion of the total first-lien debt outstanding. The holders of the $32 million first-lien debt that will be exchanged are also the majority shareholders of the company. S&P believes these shareholders stand to benefit from a reduction in interest expense and improved cash flow--in line with the company's stated goal to access the capital markets to refinance its existing first-lien debt. S&P views this exchange as increased shareholder support of American Media's planned balance sheet initiatives and another step on the way to deleveraging the company because these majority shareholders are taking on a more junior position in order to strengthen the company's capital structure. S&P will continue to evaluate the actions the company takes on this debt reduction strategy as they are announced to determine potential ratings implications. S&P could lower the rating if it expects the company to default on an interest payment, which could result from continued declining trends in operations and an inability to raise capital or reduce interest expense, or if another distressed exchange occurs. RATINGS LIST Ratings Affirmed; Recovery Rating Unchanged American Media Inc. Corporate Credit Rating CCC/Negative/-- Senior secured $385 mil. first-lien 11.5% notes due 2017 CCC Recovery Rating 4 AMERICAN TIRE: Moody's Assigns (P)B3 Rating on New $400MM Loan -------------------------------------------------------------- Moody's Investors Service assigned a (P) B3 rating to American Tire Distributors, Inc.'s ("ATD") proposed $140 million add-on senior secured term loan. At the same time, Moody's affirmed all of the company's existing ratings, including the B2 Corporate Family Rating, B2-PD Probability of Default Rating and B2 rating on the existing senior secured term loan. The company's Speculative Grade Liquidity Rating was also affirmed at SGL-3. The ratings outlook remains stable. Proceeds from the proposed term loan and approximately $375 million initial public offering of common stock will be used to repay ATD's $421 million senior subordinated notes, reduce revolver borrowings by about $50 million, and pay a $12 million fee to terminate the existing TPG management agreement and other fees and expenses. The extension of the incremental term loan is subject to completion of an IPO by ATD's parent company, ATD Corp, expected in February 2015. Following the offering, TPG will own approximately 78% of the equity and ATD will operate as a "controlled company". Assuming the IPO is completed as proposed, Moody's expects to affirm ATD's B2 Corporate Family (CFR) and B2-PD Probability of Default Ratings upon close of the transaction. At close, Moody's also expects to downgrade the B2 rating of the existing $720 million term loan to B3, reflecting the lack of support from the $421 million senior subordinated notes in the capital structure, consistent with Moody's Loss Given Default methodology. "The planned transaction is positive for ATD's credit profile, as it would reduce debt by approximately $332 million and lower annual cash interest payments by $40 million", said Moody's analyst Raya Sokolyanska. "However, an upgrade to B1 would also require the company to demonstrate improved liquidity including free cash flow generation and higher revolver availability on a sustained basis, as well as lower debt-financed acquisition activity." Issuer: American Tire Distributors, Inc. Ratings assigned: Proposed $140 million add-on senior secured term loan due 2018, assigned (P) B3 (LGD4) Ratings affirmed: Corporate Family Rating, affirmed at B2 Probability of Default Rating, affirmed at B2-PD $300 million senior secured term loan due 2018, affirmed at B2 (LGD4) $340 million senior secured term loan due 2018, affirmed at B2 (LGD4) $80 million senior secured term loan due 2018, affirmed at B2 (LGD4) Speculative Grade Liquidity Rating, affirmed at SGL-3 Stable outlook The rating is subject to completion of the transactions as proposed and receipt of final documentation. Ratings Rationale The B2 corporate family rating reflects the company's relatively high leverage, acquisitive growth strategy, and extensive revolver use to finance acquisitions and capital expenditures for distribution center openings. As a wholesale distributor, the company has characteristically low margins and high fixed costs, which heighten its sensitivity to fluctuations in unit sales volumes. At the same time, the rating also incorporates the long-term stability of replacement tire demand, as well as ATD's good market position, diverse customer base, adequate liquidity and track record of deleveraging after acquisitions. Through the third quarter of 2014, the company has executed close to expectations with regard to integration of its recent acquisitions and associated synergy realization. Moody's expects 2014 EBITDA of $300-$330 million on a pro-forma basis incorporating the full-year impact of 2014 acquisitions and associated synergy realization to-date (without lease adjustments but also excluding certain items Moody's considers non-recurring). Based on this estimate, pro-forma lease-adjusted leverage as of December 2014 will be in the mid- to high-5 times, and (EBITDA-CapEx)/interest expense will be mid-1 time. If completed as planned, the IPO and associated debt repayment will reduce pro-forma leverage to approximately 5 times and increase interest coverage to mid-2 times. Additionally, the company should benefit from favorable industry conditions in the near term. Moody's expects ATD to generate low-single-digit revenue and earnings growth in 2015 as a result of continued growth in miles driven, modest macroeconomic improvement and lower gasoline prices and positive industry-wide pricing momentum following the introduction of tariffs on Chinese imports. The stable outlook reflects Moody's expectation for low- to mid-single-digit revenue and earnings growth in the near term and maintenance of at least an adequate liquidity profile. The ratings could be upgraded if the company improves its liquidity profile, including sustained positive free cash flow and higher revolver availability. In addition, an upgrade would require much lower debt-financed acquisition activity than in the company's recent history and improved credit metrics including debt/EBITDA near 5.0 times and interest coverage (EBITDA - Capex)/interest over 2.0 times. The ratings could be downgraded if ATD experiences a significant deterioration in unit volume, operating margins or liquidity or loses a major supplier relationship. Additional debt incurrence including large debt-financed deals could also result in a lower rating, particularly if debt/EBITDA is sustained above 6.5 times or (EBITDA - CapEx)/interest expense is maintained below 1.5 times. The principal methodology used in these ratings was Global Distribution & Supply Chain Services published in November 2011. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. American Tire Distributors, Inc., ("ATD") headquartered in Huntersville, NC, is a wholesale distributor of tires (over 95% of sales), custom wheels, and related tools. It operates more than 140 distribution centers in the US and Canada, with revenues approaching $5 billion for the twelve months ended October 4, 2014. Private equity firm TPG Capital, L.P. (TPG) has owned the company since May 2010. AMERICAN TIRE: S&P Raises Corp Credit Rating to B+; Outlook Stable ------------------------------------------------------------------ Standard & Poor's Ratings Services raised its corporate credit rating on Huntersville, N.C.-based American Tire Distributors Inc. (ATD) to 'B+' from 'B'. The outlook is stable. At the same time, S&P is raising its ratings on the company's senior secured term loan debt due 2018 to 'B' from 'CCC+', with a recovery rating of '5' (formerly '6'), indicating S&P's expectation for negligible recovery (10%-30%) for noteholders in the event of a payment default. At the same time, S&P assigned its 'B' issue rating and '5' recovery rating to the company's $140 million senior secured term loan. The issue rating is one notch below the corporate credit rating. "The upgrade reflects our expectation that debt leverage will improve," said Standard & Poor's credit analyst Lawrence Orlowski. "Moreover, the company has been successful in increasing market share and boosting margins by acquiring tire distributors and realizing operational efficiencies. Furthermore, by early 2015 we expect tariffs on Chinese imports of up to 35% to strengthen pricing in the North American tire replacement market." The stable outlook reflects Standard & Poor's view that the company's credit measures will move in line with the requirements of the current rating, which includes debt leverage between 4x-5x. S&P expects the company's ratio of free operating cash flow to debt to be above 5% in 2015 mostly because of rising revenues and margins and efficiencies realized from acquisitions. ASCEND LEARNING: S&P Retains 'B' CCR Over $40MM Add-On Loan ----------------------------------------------------------- Standard & Poor's Ratings Services said that its 'B' corporate credit rating and 'B' first-lien issue-level rating on Burlington, Mass.-based Ascend Learning LLC remain unchanged following the company's announcement of its proposed $40 million add-on to its $448 million first-lien term loan due 2019. The stable rating outlook also remains unchanged. The company will use proceeds and roughly $10 million of its cash balances to finance the acquisition of an undisclosed medical education management solutions company. The transaction does not materially alter Ascend Learning's credit measures because of its relatively small size and good growth prospects for the next two years. S&P expects debt to EBITDA (after amortization of prepublication outlays) to decline to the low- to mid-6x area by year-end 2015 from a pro forma level in the low-7x area as of Sept. 30, 2014, based on S&P's expectation for low-double-digit percent EBITDA growth. S&P expects the company to maintain healthy growth, especially for its core nursing licensing test preparation segment, because of low nursing school attrition and favorable employment opportunities in nursing. The 'B' corporate credit rating on Ascend Learning reflects S&P's assessment of the company's business risk profile as "weak" and its financial risk profile as "highly leveraged." S&P's assessment of the business risk profile is based on the company's lack of critical mass, niche focus, and concentration in health care and related fields, which are highly fragmented and competitive. S&P's financial risk profile assessment is based on its expectation that leverage will remain above 5x, notwithstanding the company's reasonably favorable operating outlook, as a result of continued debt-funded acquisitions and special dividends over the next two to three years. Ascend Learning is a provider of educational products with a focus on health care-related disciplines and professional training and testing. Ratings List Ascend Learning LLC Corporate Credit Rating B/Stable/-- Ratings Unchanged Ascend Learning LLC Senior Secured $488 mil. 1st-lien term loan due 2019* B Recovery Rating 3 *Amount following the $40 million add-on. ASG CONSOLIDATED: S&P Lowers CCR to 'CCC-'; Outlook Negative ------------------------------------------------------------ Standard & Poor's Ratings Services lowered its corporate credit rating on Seattle-based ASG Consolidated LLC to 'CCC-' from 'CCC+'. The outlook is negative. At the same time, S&P lowered its issue-level rating on the company's senior secured debt to 'CCC+' from 'B'. The recovery rating remains '1', indicating that lenders could expect very high (90% to 100%) recovery in the event of a payment default. S&P also lowered its ratings on ASG's senior subordinated notes to 'CCC' from 'B-'. The recovery rating remains '2', indicating S&P's expectation for substantial (70% to 90%) recovery in the event of a payment default. "The downgrade reflects our view that a default or financial restructuring appears inevitable within six months absent significantly favorable changes in the company's circumstances," said Standard & Poor's credit analyst Chris Johnson. "Although the company received a covenant amendment early in 2014, we believe the company is unlikely to comply with its financial covenants for the quarter-ended March 2015. We also believe the likelihood of a distressed exchange of its unrated holding company notes will occur in six months or less. In addition, ASG's revolving credit facility and term loan A have springing maturities at Nov. 17, 2015, if the company's existing senior subordinated notes remain outstanding at that date. Our criteria views a distressed exchange as a selective default." The negative outlook reflects Standard & Poor's expectation that the company will have to pursue a financial restructuring, including the potential for a distressed exchange, in less than six months because of its upcoming maturities and likely inability to meet its financial covenants for the quarter-ended March 2015. AUBURN TRACE: Section 341(a) Meeting Set for Feb. 10 ---------------------------------------------------- A meeting of creditors in the bankruptcy case of Auburn Trace, Ltd, will be held on Feb. 10, 2015, at 2:00 p.m. at 1515 N Flagler Dr Room 870, West Palm Beach. Creditors have until May 11, 2015, to file 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. Auburn Trace filed a Chapter 11 bankruptcy petition (Bank. S.D. Fla. Case No. 15-10317) on Jan. 7, 2015. The petition was signed by Brian J. Hinners as president. The Debtor estimated assets of $10 million to $50 million and liabilities of $1 million to $10 million. The case is assigned to Judge Paul G. Hyman, Jr. Bradley S Shraiberg, Esq., at Shraiberg, Ferrara & Landau, P.A., serves as the Debtor's counsel. AWI DELAWARE: Creditors Have Until Feb. 6 to File Claims -------------------------------------------------------- The Bankruptcy Court established Feb. 6, 2015, at 4:00 p.m., as the deadline for any individual or entity to file proofs of claim against ADI Liquidation, Inc., formerly known as AWI Delaware, Inc., et al. The Court also set March 9, 2015, at 4:00 p.m. as the bar date for claims of governmental units. Proofs of claim must be submitted to Epiq Bankruptcy Solutions, LLC, either by i) mailing it to: ADI Liquidation, Inc. (fka AWI Delaware, Inc.) Claims Processing Center c/o Epiq Bankruptcy Solutions, LLC FDR Station P.O. Box 5071 New York, NY 10150-5071 - or - ii) delivering by overnight courier or messenger to: ADI Liquidation, Inc., (fka AWI Delaware, Inc.) Claims Processing Center c/o Epiq Bankruptcy Solutions, LLC 757 Third Avenue, 3rd Floor New York, NY 10017 About Associated Wholesalers Founded in 1962 and headquartered in Robesonia, Pennsylvania, Associated Wholesalers Inc. serviced 800 supermarkets, specialty stores, convenience stores and superettes with grocery, meat, produce, dairy, frozen foods and general merchandise/health and beauty care products. AWI, with distribution facilities in Robesonia, Pennsylvania, and York, Pennsylvania, served the mid- Atlantic United States. AWI is owned by its 500 retail members, who in turn operate supermarkets. AWI had 1,459 employees. White Rose Inc. is a food wholesaler and distributor serving the greater New York metropolitan area. The company traces its origins to 1886, when brothers Joseph and Sigel Seeman founded Seeman Brothers & Doremus to provide grocery deliveries throughout New York City. White Rose carries out its operations through three leased warehouse and distribution centers, two of which are located in Carteret, New Jersey, and one in Woodbridge, New Jersey. White Rose has 777 employees. Associated Wholesalers and its affiliates sought Chapter 11 bankruptcy protection on Sept. 9, 2014, to sell their assets under 11 U.S.C. Sec. 363 to C&S Wholesale Grocers, absent higher and better offers. The Debtors have sought joint administration of their Chapter 11 cases for procedural purposes, seeking to maintain all pleadings on the case docket for AWI Delaware, Inc., Bankr. D. Del. Case No. 14-12092. As of the Petition Date, the Debtors owe the Bank Group (consisting of lenders, Bank of America, N.A., Bank of American Securities LLC as sole lead arranger and joint book runner, Wells Fargo Capital Finance, LLC as joint book runner and syndication agent, and RBS Capita, as documentation agent) an aggregate principal amount of not less than $131,857,966 (inclusive of outstanding letters of credit), plus accrued interest. The Debtors estimate trade debt of $72 million. AWI Delaware disclosed $11,440 in assets and $125,112,386 in liabilities as of the Chapter 11 filing. Saul Ewing LLP and Rhoads & Sinon LLP are serving as legal advisors to the Debtors, Lazard Middle Market is serving as financial advisor, and Carl Marks Advisors is serving as restructuring advisor to AWI. Carl Marks' Douglas A. Booth has been tapped as chief restructuring officer. Epiq Systems serves as the claims agent. The Official Committee of Unsecured Creditors tapped to retain Hahn & Hessen LLP as its lead counsel; Pepper Hamilton LLP as its co-counsel; and Capstone Advisory Group, LLC, together with its wholly-owned subsidiary Capstone Valuation Services, LLC, as its financial advisors. AWI DELAWARE: Wants Lease Decision Period Extended Until April 7 ---------------------------------------------------------------- ADI Liquidation, Inc., formerly known as AWI Delaware, Inc., et al., ask the Bankruptcy Court to extend the deadline to assume or reject unexpired leases of nonresidential real property until April 7, 2015. On Oct. 29, 2014, after an auction, the Court approved the sale of substantially all of the Debtors' assets to C&S Wholesale Grocers, Inc., or any one or more of its affiliates designated as a purchaser of any acquired asset at closing in accordance with an asset purchase agreement. Notably, the assets of Co-Op Agency, Inc. were excluded from the sale. The sale to the purchaser closed on Nov. 12, 2014. Co-Op is a party to two non-residential real property leases for leased property in Pennsylvania (the "Co-Op Leases"). The Debtors believe that other than these Co-Op Leases, they are not a party to any non-residential real property leases that have not already been rejected or assumed and assigned to the purchaser. Out of an abundance of caution, however, the motion seeks authority to extend the assumption/rejection deadline for any other unknown unexpired leases. The Debtors propose a Jan. 21 hearing at 10:00 a.m., on the matter. About Associated Wholesalers Founded in 1962 and headquartered in Robesonia, Pennsylvania, Associated Wholesalers Inc. serviced 800 supermarkets, specialty stores, convenience stores and superettes with grocery, meat, produce, dairy, frozen foods and general merchandise/health and beauty care products. AWI, with distribution facilities in Robesonia, Pennsylvania, and York, Pennsylvania, served the mid- Atlantic United States. AWI is owned by its 500 retail members, who in turn operate supermarkets. AWI had 1,459 employees. White Rose Inc. is a food wholesaler and distributor serving the greater New York metropolitan area. The company traces its origins to 1886, when brothers Joseph and Sigel Seeman founded Seeman Brothers & Doremus to provide grocery deliveries throughout New York City. White Rose carries out its operations through three leased warehouse and distribution centers, two of which are located in Carteret, New Jersey, and one in Woodbridge, New Jersey. White Rose has 777 employees. Associated Wholesalers and its affiliates sought Chapter 11 bankruptcy protection on Sept. 9, 2014, to sell their assets under 11 U.S.C. Sec. 363 to C&S Wholesale Grocers, absent higher and better offers. The Debtors have sought joint administration of their Chapter 11 cases for procedural purposes, seeking to maintain all pleadings on the case docket for AWI Delaware, Inc., Bankr. D. Del. Case No. 14-12092. As of the Petition Date, the Debtors owe the Bank Group (consisting of lenders, Bank of America, N.A., Bank of American Securities LLC as sole lead arranger and joint book runner, Wells Fargo Capital Finance, LLC as joint book runner and syndication agent, and RBS Capita, as documentation agent) an aggregate principal amount of not less than $132 million (inclusive of outstanding letters of credit), plus accrued interest. The Debtors estimate trade debt of $72 million. AWI Delaware disclosed $11,440 in assets and $125 million in liabilities as of the Chapter 11 filing. Saul Ewing LLP and Rhoads & Sinon LLP are serving as legal advisors to the Debtors, Lazard Middle Market is serving as financial advisor, and Carl Marks Advisors is serving as restructuring advisor to AWI. Carl Marks' Douglas A. Booth has been tapped as chief restructuring officer. Epiq Systems serves as the claims agent. The Official Committee of Unsecured Creditors tapped to retain Hahn & Hessen LLP as its lead counsel; Pepper Hamilton LLP as its co-counsel; and Capstone Advisory Group, LLC, together with its wholly-owned subsidiary Capstone Valuation Services, LLC, as its financial advisors. CAESARS ENTERTAINMENT: ISDA to Convene on Expired Credit Swaps -------------------------------------------------------------- Reuters reports that an external arbitration panel for the International Swaps and Derivatives Association will convene for the first time since 2009, to determine whether the expired credit default swaps tied to Caesars Entertainment Corporation's debt should be triggered. As reported by the Troubled Company Reporter on Jan. 9, 2015, Katy Burne at The Wall Street Journal reported that ISDA sent a query about whether Caesars Entertainment Operating Co. defaulted to a three-member review panel, a step that takes place only when 80% of voters on the 15-voter ISDA determination panel can't reach an 80% majority on a decision. According to the report, figures from the Depository Trust & Clearing Corp. show that at stake is as much as $1.7 billion in payouts on credit-default swaps outstanding on Caesars. Caesars Entertainment said in December 2014 that its operating unit wouldn't pay $225 million of interest due Dec. 15, 2014, on notes maturing in 2015 and 2018. Reuters relates that the panel will have to determine whether the December CDS contracts should be added to a pool of outstanding CDS contracts expected to trigger in January once a bankruptcy filing is made. It would result in roughly $1.7 billion in outstanding positions, but the panel would have to decide whether Caesers actually defaulted on the December contracts for them to be included, Katie Kuehner-Hebert, writing for CFO, states. 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: Offers Consent Fee to Bank Lenders --------------------------------------------------------- Caesars Entertainment Operating Company, Inc. ("CEOC"), a subsidiary of Caesars Entertainment Corporation ("Caesars Entertainment") on Jan. 12 disclosed that following receipt of the requisite support of first lien noteholders for a proposed restructuring, it is now seeking support from holders of its bank debt to a modified restructuring support agreement ("RSA"). As of Jan. 9, 2015, CEOC has agreed to terms of a restructuring support agreement with greater than two-thirds of the holders of its first lien notes. Bank lenders will have until 9:00 p.m. New York time on Jan. 14, 2015 to sign onto a separate, but similar RSA ("Bank RSA"). As per the Bank RSA, consenting bank lenders will receive their pro rata portion of a $150 million consent fee for supporting the Bank RSA. Consenting bank lenders will agree to release their collection guarantee from Caesars Entertainment upon, among other things, the effectiveness of CEOC's plan of reorganization. Consenting bank lenders will also have the opportunity to purchase a pro-rata share of $150 million of convertible notes to be offered by Caesars Entertainment. "We are pleased to have garnered broad-based support of our restructuring plan from more than two thirds of first lien bondholders, exceeding all required thresholds," said Gary Loveman, Chairman of CEOC. "The type of leadership from our institutional creditor base enhances our ability to maximize value on their behalf. In response to inquiries from certain of our bank lenders, we have decided to seek their support to help facilitate a smooth and efficient restructuring, which is in the best interest of all stakeholders." The RSA that has been signed by more than two thirds of first lien noteholders and contemplates payment of 100 cents on the dollar to holders of bank debt, became effective on January 9, 2015. If the bank lenders do not consent to the terms of the Bank RSA in the requisite amount, they may receive such other treatment as agreed by CEOC and Caesars Entertainment that pays them in full on account of the value of their collateral. 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. CARDINAL FASTENER: Will Cease Operations in First Quarter --------------------------------------------------------- Dan Shingler at Crain's Cleveland Business reports that Dokka Fasteners Inc., part of the German-based Wurth Group that purchased Cardinal Fastener & Specialty Co., Inc., in 2011, told clients on Jan. 9, 2015, that it will close Cardinal Fastener sometime around the end of the first quarter and move the equipment to Dokka Fasteners' Auburn Hills, Michigan operations. Dokka Fasteners said in a statement, "The decision to close the Cardinal Fastener operation was difficult after being in business over 30 years. Unfortunately, having two separate plants with similar capabilities located so close together became increasingly difficult to justify." Dokka Fasteners has stressed that the move is not a bankruptcy, but a strategic decision, Crain's relates. The report quoted the company as saying, "It means that no new orders will be accepted by Cardinal Fasteners for production in the Bedford Heights facility. New orders and quoting activity will be suspended during the closure and transition period. Dokka Fasteners will be gearing up to support your future hot-forged and large diameter requirements. There will be (a) transition period as Cardinal is closed and equipment is moved to Dokka before quoting and order acceptance will start again." About Cardinal Fastener Cardinal Fastener & Specialty Co. is a bolt-maker that became a supplier to the U.S. and European wind turbine industry in 2007. Cardinal Fastener filed a Chapter 11 petition (Bankr. N.D. Ohio Case No. 11-15719) on June 30, 2011. Rocco I. Debitetto, Esq., at Hahn Loeser + Parks LLP, in Cleveland, served as counsel to the Debtor. The Debtor estimated assets and debts of $1 million to $10 million as of the Chapter 11 filing. An Official Committee of Unsecured Creditors was appointed in the case. The Committee, on behalf of the unsecured creditors, demanded payment from the Debtor on unsecured claims in an amount estimated at $4.14 million. On July 18, 2012, the Court granted the Debtor's motion to convert the case to Chapter 7 liquidation. CAROLINE WYLY: SEC Disgorgement Suit Not Subject to Bankr. Stay --------------------------------------------------------------- Bankruptcy Judge Barbara Houser said the automatic stay does not enjoin actions by the U.S. Securities and Exchange Commission for disgorgement, and denied the motion to enforce the automatic stay filed by debtor Caroline "Dee" Wyly. A copy of Judge Houser's Jan. 9, 2015 Memorandum Opinion and Order is available at http://is.gd/kEhRRqfrom Leagle.com. About Samuel Wyly Samuel Wyly filed for Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No. 14-35043) on Oct. 19, 2014, weeks after a judge ordered him to pay several hundred million dollars in a civil fraud case. In September, a federal judge ordered Mr. Wyly and the estate of his deceased brother to pay more than $300 million in sanctions after they were found guilty of committing civil fraud to hide stock sales and nab millions of dollars in profits. About Caroline Wyly Caroline Wyly is the widow of business tycoon Charles Wyly. She and her brother-in-law Sam Wyly sought Chapter 11 bankruptcy protection as leverage to settle a looming tax bill and a $329 million claim from the Securities and Exchange Commission. Her bankruptcy is In re Caroline D. Wyly, 14-35074, in U.S. Bankruptcy Court, Northern District Texas (Dallas). CLARK SALES: To Liquidate Assets After Failing to Reorganize ------------------------------------------------------------ Justin L. Mack at Indystar.com reports that Clark Appliance is preparing to liquidate its assets after a failed attempt to reorganize. The report says that a liquidation sale date has not been set. Indystar.com relates that Bose Public Affairs Group, which handled media relations for the Company, said that it quit working for the Company when the liquidation process started. Court documents say that the Company stopped operations in December 2014 and shut down its Castleton store, which is the Company's remaining location. About Clark Sales Headquartered in Greenfield, Indiana, family-owned Clarks Sales and Service, Inc. -- dba Appliance Warehouse Outlet, Clark Appliance Showcase, Clark Appliance, Clark Appliance Outlet, Clark's Appliance -- is high-end home appliance retailer in business for more than 100 years. According to court documents, Clark Sales is the largest distributor and retailer of high-end home appliances in Central Indiana with annual gross sales that average in the $20 million to $25 million range. The business got its start in 1913 when Revere Jacobs opened Quick Appliance Service on Massachusetts Avenue in Downtown Indianapolis. Robert and Shirley Clark took ownership in 1954 after Mr. Jacobs' death. Around 1967, the company was renamed Eureka Sales & Service and was later known as Maytag Sales & Service. In 1986, Bob and Cindy Clark bought the company from Bob's parents, Robert and Shirley Clark. Clarks Sales and Service, Inc., filed for Chapter 11 bankruptcy protection (Bankr. S.D. Ind. Case No. 14-09839) on Oct. 24, 2014, estimating its assets and debts at between $1 million and $10 million each. The petition was signed by Robert Clark, authorized individual. Judge Jeffrey J. Graham presides over the case. Courtney Elaine Chilcote, Esq., and Jeffrey M. Hester, Esq., at Tucker, Hester, Baker & Krebs, LLC, serve as the Debtor's bankruptcy counsel. CONSTAR INTERNATIONAL: Seeks March 13 Plan Filing Date Extension ---------------------------------------------------------------- Capsule International Holdings LLC, f/k/a Constar International Holdings LLC, and its debtor affiliates ask the U.S. Bankruptcy Court for the District of Delaware to further extend their exclusive plan filing period through and including March 13, 2015, and exclusive solicitation period through and including May 12, 2015. Evan T. Miller, Esq., at Bayard, P.A., in Wilmington, Delaware, tells the Court that since the entry of the First, Second, Third, and Fourth Exclusivity Orders, the Debtors have been working diligently with the Official Committee of Unsecured Creditors and their retained professionals to liquidate the Debtors' remaining assets, reconcile claims, and investigate potential claims and causes of action held by the Debtors' estates, which the Committee believes are the main issues that must be resolved before the Committee may propose a confirmable chapter 11 plan. The Debtors and the Committee, through, inter alia, their joint retention of Diamond McCarthy, as special litigation counsel to investigate and pursue litigation claims for the benefit of the estates and creditors, have made and continue to make substantial progress in their ongoing investigation and effort to liquidate the Lender KEIP claims, Mr. Miller relates. As a result, the Debtors are seeking an extension of their Exclusive Periods in order to effectuate the Committee's proposal of the Plan and solicitation of votes in support of the Plan as contemplated by the Term Sheet, Mr. Miller says. A hearing on the extension request is scheduled for Feb. 17, 2015, at 10:00 a.m. Objections are due Jan. 27. About Constar International Privately held Constar International Holdings and nine affiliated debtors (nka Capsule International Holdings, et al.) filed for Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-13281) on Dec. 19, 2013. Constar, which manufactures plastic containers, is represented by Michael J. Sage, Esq., Brian E. Greer, Esq., Stephen M. Wolpert, Esq., and Janet Bollinger Doherty, Esq., at Dechert LLP; and Robert S. Brady, Esq., and Sean T. Greecher, Esq., at Young Conaway Stargatt & Taylor, LLP. Prime Clerk LLC serves as the Debtors' claims and noticing agent, and administrative advisor. Lincoln Partners Advisors LLC serves as the Debtors' financial advisor. Judge Christopher S. Sontchi oversees the 2013 case. This is Constar International's third bankruptcy. Constar first filed for Chapter 11 protection (Bankr. D. Del. Lead Case No. 08-13432) in December 2008, with a pre-negotiated Chapter 11 Plan and emerged from bankruptcy in May 2009. Constar and its affiliates returned to Chapter 11 protection (Bankr. D. Del. Case No. 11-10109) on Jan. 11, 2011, with a pre-negotiated Chapter 11 plan and emerged from bankruptcy in June 2011. The new petition listed assets worth less than $100 million against $123 million on three layers of secured debt. Attorneys at Brown Rudnick LLP represent the official committee of unsecured creditors. The Committee retained Alvarez & Marsal North America LLC as its financial advisor. Counsel to Wells Fargo Capital Finance, LLC, the revolving loan agent, is Andrew M. Kramer, Esq., at Otterbourg P.C. On Feb. 10, 2014, the Bankruptcy Court authorized Constar to sell certain assets to Plastipak Packaging, Inc., a global manufacturer of rigid plastic packaging. The Court determined that Plastipak's $102,450,000 offer for the Debtors' U.S. assets bested the offers from Amcor Rigid Plastics USA, Inc., and Envases Universales De Mexico S.A.P.I. De C.V. during a Feb. 6 auction. Separately, the Court authorized Constar to sell a facility in Havre de Grace, Maryland, to Smucker Natural Foods, Inc., for $3 million. There was no other bidder for the Maryland facility. The sole director of debtor Constar International U.K. Limited has appointed Daniel Francis Butters and Nicolas Guy Edwards of Deloitte LLP as administrators. The U.K. Administration Proceeding follows the closing of the sale of the U.K. assets to Sherburn Acquisition Limited. The Delaware Bankruptcy Judge authorized the U.S. Debtors to sell the U.K. Assets to Sherburn for GBP3,512,727, (or US$7,046,000), less the deposit in the sum of US$1,250,000. Secured lender Black Diamond Commercial Finance, LLC, as DIP note agent, and Wells Fargo Capital Finance, LLC, as DIP revolving agent and agent under the revolving loan facility, consented to the administration of Constar U.K. and the appointment of the Joint Administrators. In view of the asset sales in the U.S. and the U.K., the Debtors changed their corporate trade names -- and with the Bankruptcy Court's consent, their bankruptcy case caption -- to Capsule Group Holdings, Inc.; Capsule Intermediate Holdings, Inc.; Capsule Group, Inc.; Capsule International LLC; Capsule DE I, Inc.; Capsule DE II, Inc.; Capsule PA, Inc.; Capsule Foreign Holdings, Inc.; and Capsule International U.K. Limited (Foreign). CPI BUYER: S&P Retains 'B' CCR After $74MM Term Loan Add-On ----------------------------------------------------------- Standard & Poor's Ratings Services said that its ratings on CPI Buyer LLC, including its 'B' corporate credit rating, 'B' first-lien issue-level rating, and 'CCC+' second-lien issue-level rating, are not affected by the company's issuance of $74 million in add-on term loans. CPI Buyer LLC, a company through which GTCR LLC owns Cole-Parmer Instrument Co., a manufacturer and distributor of laboratory equipment and supplies, has added $50 million and $24 million to its existing first-lien and second-lien term loans, respectively. The recovery rating on the company's first-lien term loan remains '3' reflecting S&P's expectation for meaningful (50% to 70%) recovery in the event of payment default. The recovery rating on CPI's second-lien term loan remains '6' reflecting S&P's expectation for negligible (0% to 10%) recovery in the event of payment default. The company used the incremental loan proceeds to fund an acquisition which becomes accretive immediately. Pro forma for the transaction, S&P expects the company's 2014 leverage ratio to be around 7.0x and improve to 6.8x by the end of 2015. The rating on CPI Buyer LLC reflects S&P's expectation that the company will sustain its leverage at over 5.0x in the long run. While S&P expects CPI to grow EBITDA and generate healthy free operating cash flow, S&P thinks sponsor ownership will shape CPI's financial policy and result in internally generated cash and growing debt capacity being used for shareholder-friendly activities rather than for permanent debt reduction. S&P also expects CPI's appetite for acquisitions to result in additional debt issuance over time. S&P's ratings on CPI Buyer LLC also reflect the company's relatively small size, differentiated but narrow business focus, and its niche position in a large space that is dominated by large competitors like Thermo Fisher Scientific Inc., VWR, Bio-Rad Laboratories Inc., and PerkinElmer Inc. These weaknesses are only partially offset by CPI's leading market position within its niche space, adequate diversity profile, and above average profitability. RATINGS LIST CPI Buyer LLC Corporate Credit Rating B/Stable/-- Senior Secured First lien B Recovery Rating 3 Second lien CCC+ Recovery Rating 6 DIMENSIONAL IMAGING: Case Summary & 5 Top Unsecured Creditors ------------------------------------------------------------- Debtor: Dimensional Imaging, Inc. 2 N. Tuttle Ave. Sarasota, FL 34237 Case No.: 15-00254 Chapter 11 Petition Date: January 12, 2015 Court: United States Bankruptcy Court Middle District of Florida (Tampa) Debtor's Counsel: Suzy Tate, Esq. SUZY TATE, P.A. 14502 North Dale Mabry Highway, Suite 200 Tampa, FL 33618 Tel: (813) 264-1685 Fax: (813) 264-1690 Email: suzy@suzytate.com Total Assets: $2.06 million Total Liabilities: $2.61 million The petition was signed by Samuel Nixon, president. A list of the Debtor's five largest unsecured creditors is available for free at http://bankrupt.com/misc/flmb15-00254.pdf DR. JOSEPH F. POLLACK: S&P Revises Outlook & Affirms 'BB' Rating ---------------------------------------------------------------- Standard & Poor's Ratings Services revised its outlook to negative from stable and affirmed its 'BB' long-term rating on the Michigan Public Educational Facilities Authority's series 2010 limited-obligation revenue bonds issues for the Dr. Joseph F. Pollack Academic Center of Excellence (PACE). "The outlook revision reflects our opinion that there may be pressure on the rating as a result of the academy's declining enrollment for fall 2014, changes with the management company and business manager, and increased expenses for fiscal 2014 that have led to a deterioration of maximum annual debt service coverage to below 1x," said Standard & Poor's credit analyst Robert Dobbins. "Cash levels remain weak though adequate for the rating category," added Mr. Dobbins. PACE is a large kindergarten through eighth grade (K-8) charter school in Southfield, Mich. The $8.4 million fixed-rate series 2010 bonds are the school's only debt. State aid and a mortgage on the school's current facility secure the bonds. Debt payments are made from 20% of the monthly school state aid payments, deposited directly into the debt service fund. DUFF & PHELPS: Moody's Affirms B2 CFR & Sr. Secured Debt Rating --------------------------------------------------------------- Moody's Investors Service affirmed Duff & Phelps Corporation's B2 corporate family rating and B2 senior secured bank credit facility rating, after the company announced its intention to borrow up to $160 million via an incremental increase in term loan capacity under its existing credit agreement in order to fund two acquisitions. The rating outlook remains stable. Ratngs Rationale An incremental $160 million borrowing would represent a one-third increase in the company's existing $477 million first lien loan balance. The company intends to immediately utilize about $80 million in order to repay a recent $30 million draw on its revolving credit facility and to replenish cash that was utilized to complete its recent acquisition of Kinetic Partners, a regulatory consulting and compliance firm focused on financial services. In due course, it plans to draw the remaining amount of borrowing capacity necessary to finance its planned acquisition of another firm. Moody's expects that Duff & Phelps will successfully integrate these acquisitions. The two companies are profitable and operate in similar businesses as Duff & Phelps. Nevertheless, the simultaneous integration of two significant companies clearly demonstrates the company's appetite for acquisition-fuelled growth. The stable outlook reflects Moody's assessment that Duff & Phelps' two acquisitions will improve the company's profitability, and debt will be reduced over time via scheduled principal amortization and mandatory excess cash flow prepayments. Accordingly, Moody's expects that Duff & Phelps' debt/EBITDA in 2015 should trend below the 6.4x calculated on a trailing twelve month basis through September 2014. Moody's also said that Duff & Phelps benefits from a stable management team that has demonstrated the ability to successfully integrate a number of previous acquisitions. Management has also implemented cost savings initiatives which have helped to improve its EBITDA. What Could Change the Rating - Up Strong organic revenue growth and improved debt service capacity could result in upward rating pressure. What Could Change the Rating - Down A further increase in debt that would worsen the company's debt service capacity could result in a downgrade, particularly if the increase in debt is used to fund an ownership distribution, or for further acquisitions of a nature where it is less likely that the company will be able to de-lever below 6x. Evidence of weakening financial flexibility such as through the maintenance of limited cash balances and/or ongoing utilization of the company's revolving credit facility could also result in a downgrade. The incurrence of significant unforeseen costs or integration issues related to the prospective acquisitions could also result in downward rating pressure. The principal methodology used in these ratings was Global Securities Industry Methodology published in May 2013. DYNACAST INTERNATIONAL: Moody's Assigns 'B2' Corp. Family Rating ---------------------------------------------------------------- Moody's Investors Service, assigned ratings to Dynacast International LLC (New), a manufacturer of small precision die cast components, including a B2 Corporate Family Rating ("CFR") and B2-PD Probability of Default Rating. Concurrently, Moody's assigned a Ba3 rating to the $50 million Senior Secured Revolving Credit Facility due 2020 and $530 million First Lien Term Loan due 2022 and assigned a Caa1 rating to the $170 million Second Lien Term Loan due 2023. Ratings on the old Dynacast International Inc. will be withdrawn upon closing of the transaction. The new ratings reflect Moody's view that the sponsor change may have impact on the direction of the company. The ratings outlook is stable. Proceeds from the debt issuance are to fund the acquisition of Dynacast by affiliates of Partners Group (USA) Inc. and Kenner & Company, Inc. The transaction includes an equity component of approximately $452 million. The Caa1 rating on the second lien debt reflects the preponderance of the debt being more senior and thereby reducing the second liens recovery position in the event of a default. Ratings assigned: Dynacast International LLC (New) Corporate Family Rating at B2, Probability of Default at B2-PD Speculative Grade Liquidity at SGL-3 $530 million first lien term loan at Ba3, (LGD3) $50 million revolving credit facility at Ba3, (LGD3) $170 million second lien term loan at Caa1. (LGD5) The rating outlook is stable. Ratings Rationale The B2 CFR reflects the increase in debt used to finance the acquisition of Dynacast by affiliates of Partners Group (USA) Inc. and Kenner & Company, Inc. Pro forma Debt/ EBITDA is expected to increase with 2015 leverage estimated by Moody's to be around 5.9 times versus 4.9 times for the LTM period ending September 30, 2014. Debt to EBITDA of 5.9 times is high for the rating category, and this reflects a relatively weaker B2 rating. Despite the increase in leverage, Moody's expect EBITDA to interest coverage to be around 2.4 times, which is consistent with the B2 rating. The ratings consider the company's increased leverage and highly competitive business environment and expectation of modest deleveraging. These factors are offset by EBITDA to interest coverage over 2 times and positive free cash flow. The company has good geographic diversity with revenue relatively balanced among customers in North America, Asia, and Europe. End markets are also diverse with significant concentration in automotive and consumer electronics. In general, Moody's expect the company's credit metrics to improve slowly and debt level to decline at a modest pace. The rating is constrained by high leverage with Debt to EBITDA anticipated to remain elevated at around 5.9 times for the next year. In spite of positive free cash flow, Moody's do not expect that free cash flow will be significant enough to materially improve credit metrics over the next year. A meaningful weakening of its EBITDA margins could pressure the rating downward. Additional debt financed acquisitions that raise leverage will likely warrant downgrade action. Moreover, Debt to EBITDA of over 5.5 times sustained for a material length of time without improvement or a decline in interest coverage below 2 times could also pressure the rating. Although a ratings upgrade is not anticipated over the near term, positive ratings action would be supported by EBITDA to interest coverage over 3.5 times and leverage under 3.75 times, both on a sustained and improving basis. The stable ratings outlook reflects the expectation for revenue and EBITDA growth that should result in improving coverage and leverage metrics. The outlook could come under pressure if sales or margins contract, or if its liquidity weakens. The company's European operations have been weak and although recently improving, if these were to weaken, they could pressure the rating or the outlook. 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. Dynacast, headquartered in Charlotte, North Carolina, is a global manufacturer of small engineered precision die cast components. Dynacast revenues for LTM September 31, 2014 was $617 million. DYNACAST INTERNATIONAL: S&P Affirms 'B' CCR; Outlook Stable ----------------------------------------------------------- Standard & Poor's Ratings Services affirmed its 'B' corporate credit rating on Charlotte, N.C.–based Dynacast International LLC. The rating outlook is stable. At the same time, S&P assigned a 'B' issue-level rating to the company's proposed $530 million first-lien term loan due 2022 and $50 million revolving credit facility due 2020. The '3' recovery rating indicates S&P's expectation for meaningful recovery (50% to 70%) in the event of payment default. S&P's recovery expectations are in the lower half of the 50% to 70% range. S&P also assigned a 'B-' issue-level rating to the company's proposed $170 million second-lien term loan due 2023. The '5' recovery rating indicates S&P's expectation for modest recovery (10% to 30%) in the event of payment default. S&P's recovery expectations are in the lower half of the 10% to 30% range. "Dynacast is the largest player in the niche precision die cast components industry," said Standard & Poor's credit analyst Jaissy Lorenzo. The company's end-market diversity is limited, with over one-third of its revenues generated from the highly cyclical automotive industry. Other end markets include consumer electronics, healthcare, and computer and datacom. Good geographic diversity and the ability to pass on raw material costs somewhat offset this risk. S&P expects the complexity of the products and the small percentage of the customer's total product cost that Dynacast's products make up to enable the company to continue to generate good EBITDA margin of about 20%. S&P continues to assess Dynacast's business risk profile as "weak". The outlook is stable. Standard & Poor's Ratings Services expects Dynacast to benefit from the gradual global economic recovery, particularly in the U.S. Increasing stability should enable Dynacast to continue to generate good profitability and gradually reduce leverage through earnings growth. S&P could lower the ratings if a cyclical downturn in Dynacast's primary end markets resulted in increased competition and weak operating performance. For example, if automotive vehicle production were to fall meaningfully and Dynacast's earnings were to drop by more than 15%, increasing debt to EBITDA to about 6.5x for a sustained period, S&P could lower the ratings. Similarly, if the economic stagnation in Europe causes Dynacast's earnings to decline and liquidity to weaken, S&P could lower the ratings. S&P would consider an upgrade if it sees Dynacast's leverage sustained at less than 5x debt to EBITDA, FFO to debt of more than 12%, and if the company adopted a financial policy consistent with maintaining these metrics. ENERGY FUTURE: Has Until Jan. 31 to Decide on Real Property Lease ----------------------------------------------------------------- The Bankruptcy Court further extending until Jan. 31, 2015, Energy Future Holdings Corp., et al.'s time to assume or reject a certain nonresidential real property lease under Section 365(d)(4). 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: Moves to Open the Bidding on Oncor Again ------------------------------------------------------- Peg Brickley, writing for The Wall Street Journal, reported that Energy Future Holdings Corp. moved to restart the bidding on its stake in Oncor, the transmissions business whose prospects shook up the Texas company's $42 billion bankruptcy. According to the report, two rounds of initial bidding in March and April will lead to the selection of a "stalking horse," or lead bidder, for Oncor, a cash-generating transmission business, court papers say. Thirty days of open bidding will follow selection of the stalking horse, as Energy Future and its creditors look for the best deal for the company's most marketable asset, the Journal related. 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 Until July 27 to Remove Actions ---------------------------------------------------- Energy Future Holdings Corp., et al., are asking the Bankruptcy Court to extend the period to remove (a) prepetition actions until July 27, 2015; or (b) postpetition actions to the later of (i) the removal date and (ii) the periods set forth in the Bankruptcy Rule 9027 (a)(3), in each case, without prejudice to the Debtors' right to seek further extensions until July 27. About Energy Future Holdings 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. FARAGASSO EAST: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: Faragasso East Elm LLC 402 Field Point Road Greenwich, CT 06830 Case No.: 15-50049 Nature of Business: Single Asset Real Estate Chapter 11 Petition Date: January 12, 2015 Court: United States Bankruptcy Court District of Connecticut (Bridgeport) Debtor's Counsel: Donald M. Brown, Esq. 19 Hettiefred Road Greenwich, CT 06831 Tel: 203-359-3771 Fax: 800-636-2701 Email: donbrownesq@optonline.net Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Perry V. Faragasso, member. The Debtor did not include a list of its largest unsecured creditors when it filed the petition. FLORIDA CAPITAL: Case Summary & 2 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Florida Capital Management, LLC PO Box 3243 Palm Beach, FL 33480 Case No.: 15-10580 Nature of Business: Single Asset Real Estate Chapter 11 Petition Date: January 12, 2015 Court: United States Bankruptcy Court Southern District of Florida (West Palm Beach) Judge: Hon. Paul G. Hyman, Jr. Debtor's Counsel: Joe M. Grant, Esq. MARSHALL SOCARRAS GRANT, P.L. 197 S. Federal Hwy #300 Boca Raton, FL 33432 Tel: (561) 3611000 Fax: 561.672.7581 Email: jgrant@msglaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Frederick J. Keitel, III, president/managing member. A list of the Debtor's two largest unsecured creditors is available for free at http://bankrupt.com/misc/flsb15-10580.pdf GAWK INC: Needs Additional Cash to Maintain Operations ------------------------------------------------------ Gawk Incorporated filed its quarterly report on Form 10-Q, disclosing a net loss of $3.15 million on $105,000 of revenue for the three months ended Oct. 31, 2014, compared with a net loss of $124,828 on $nil of revenue for the same period last year. The Company's balance sheet at Oct. 31, 2014, showed $3.5 million in total assets, $4.28 million in total liabilities, and a stockholders' deficit of $776,000. The Company has a net loss for the nine months ended Oct. 31, 2014, of $5.36 million, an accumulated deficit of $6.89 million cash flows used by operating activities of $3.43 million and needs additional cash to maintain its operations. These factors raise 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/wiAyVG Gawk Incorporated, a development stage company, focuses on the online distribution of digital content. It intends to distribute full length feature films, television series, sports, documentaries, and live events through its proprietary content distribution network. The company was incorporated in 2011 and is based in Los Angeles, California. GRATON ECONOMIC: New $450MM Facility No Impact on Moody's B2 CFR ---------------------------------------------------------------- Graton Economic Development Authority's (B2 stable) new $450 million bank facility (unrated) is considered a credit positive in that it will lower the company's interest expense and meaningfully extend its debt maturity profile beyond December 2018. In Moody's view, these benefits far outweigh the slightly higher leverage, increased debt capacity, and a higher percentage of variable rate debt in the company's debt capital structure that will also result from the refinancing. Pro forma debt/EBITDA is about 4.5 times, only slightly higher than the 4.3 times for the 12-month period ended September 30, 2014 due to the $25 million increase in term debt. Graton, a wholly-owned, unincorporated governmental instrumentality of the Federated Indians of Graton Rancheria (Tribe), owns the Graton Resort & Casino that is located approximately 43 miles north of San Francisco. Graton's new, larger facility is comprised of a $125 million senior secured revolver and $325 million term loan, both due in 2019, and replaces Graton's $25 million senior secured revolver due 2017 and $301 million term loan due 2018. The B2 ratings on the company's prior credit facilities, which no longer exist, have been withdrawn. Ratings Rationale Graton will benefit from the lower pricing in the new credit agreement compared to the previous facility. Annual interest savings on a pro forma basis is about $15 million. The new term loan priced at L + 325 basis points (pricing is subject to a leverage grid and has no floor) compared to the 9% fixed interest rate that Graton was paying on its previous term loan. There is no interest rate hedging requirement in the floating rate bank agreement, so there is an inherent exposure to adverse changes in interest rates. However, it would take a very substantial increase in rates to offset the pro forma interest rate savings resulting from the refinancing. In September 2015 Graton's 9.625% senior secured notes become callable. This may be an opportunity for the company to further lower its overall cost of debt. In addition to improved pricing, the new facility also significantly extends Graton's overall debt maturity profile. On a pro forma basis, there are no material debt maturities through 2018. This compares to about 40% prior to the new bank facility becoming effective. The new and larger bank facility does increase Graton's debt capacity, but even assuming a fully drawn revolver and using the latest 12-month EBITDA, pro forma debt/EBITDA of about 5.2 times, would still be well below the 5.75 times leverage trigger that could result in a negative rating action. Moody's expects that Graton will generate between $50 and $60 million of cash flow after maintenance capital expenditures, mandatory amortization and excess cash flow sweep, and cash distributions to the Tribe in 2015. While this free cash estimate is lower than what Moody's initially expected when the rating was assigned to Graton in August 2012, it is a meaningful and positive amount, nonetheless. Like Graton's prior bank facility, the new facility shares a first priority interest in substantially all gaming assets of Graton and is ranked pari passu with its senior secured 9.625% notes due 2019. The financial covenants contained in the credit agreement are also largely similar to those included in the previous credit agreement. The new facility allows for Graton to spend up to $200 million to build a hotel, but only after September 1, 2015, about the same time the company's senior secured notes become callable. The cost to build the hotel is expected to come from Graton's free cash flow as well as availability under its committed revolver. The decision as to whether Graton will build the hotel is expected to come later this year. Ratings unchanged: Corporate Family Rating at B2 Probability of Default Rating at B2-PD $450 million 9.625% senior secured notes due 2019 at B2 (LGD4) Ratings withdrawn: $25 million senior secured revolver at B2 (LGD3) $301 million (outstanding) senior secured term loan at B2 (LGD4) H.R.M. GLOBAL: Case Summary & Largest Unsecured Creditor -------------------------------------------------------- Debtor: H.R.M. Global Investment Group Inc. PO Box 70118 San Juan, PR 00936-8118 Case No.: 15-00124 Nature of Business: Real Estates Chapter 11 Petition Date: January 12, 2015 Court: United States Bankruptcy Court District of Puerto Rico (Old San Juan) Debtor's Counsel: Wigberto Lugo Mender, Esq. LUGO MENDER GROUP, LLC Centro Internacional De Mercadeo 100 Carr 165 Suite 501 Guaynabo, PR 00968-8052 Tel: 787 707-0404 Email: wlugo@lugomender.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Angel A. Crespo-Crespo, comptroller. The Debtor listed Banco Santander as its largest unsecured creditor holding a claim of $8.05 million. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/prb15-00124.pdf HDGM ADVISORY: SEC, GPIF-I Balk at Exclusivity Extension -------------------------------------------------------- Parties-in-interest objected to HDGM Advisory Services, LLC, et al.'s motion to extend by 90 days their exclusive period to solicit acceptances to their First Amended Joint Chapter 11 Plan. The U.S. Securities and Exchange Commission submitted a limited objection, noting that the Debtors have not articulated any reason to support an extension of exclusivity and they have not shown that they intend to modify the Plan to address the SEC's objection to the Debtors' Disclosure Statement and confirmation of the Plan. GPIF-I Equity Co., LTD. and GPIF-I Finance Co., LTD., in a separate filing, said that the Debtors filed two plans, both of which are hinged upon the grant of improper third-party releases of claims against the Debtors' principal, Harold Garrison, to which the Debtors' major creditors and the SEC had objected. GPIF-I also said that the disclosure statement for the Amended Plan is deficient in ways that cannot be cured, putting aside all of the issues of whether the underlying Amended Plan may be confirmed. As reported in the Troubled Company Reporter on Jan. 5, 2015, the Debtors are seeking an order extending the exclusive period to solicit acceptances until April 16, 2015. The Debtors explain that cause exists because of the intervening appointment of an examiner with expanded power to "control" settlement of certain of the major claims by or against the Debtors. About HDGM Advisory Services HDGM Advisory Services, LLC ("MAS") and HDG Mansur Investments Services, Inc. ("MISI") invest in and develop real estate around the world. They also provided management and investment services to real estate funds that were set up as an investment vehicle for religious Muslims. MISI developed Finzels Reach, a real estate development in Bristol England. MAS and MISI are directly or indirectly owned by Harold D. Garrison, who is also a debtor in possession in a separate chapter 11 case. MAS and MISI sought Chapter 11 bankruptcy protection (Bankr. S.D. Ind. Case No. 14-04797 and 14-04798) in Indianapolis, Indiana, on May 21, 2014. On May 28, 2014, the Hon. James M. Carr directed the joint administration the cases, under the lead case -- HDGM Advisory, Case No. 14-04797. MAS disclosed $20,257,001 in assets and $7,991,590 in liabilities as of the Chapter 11 filing. MISI disclosed $20,454,819 in assets and $12,377,542 in liabilities. According to a court filing, the Debtors don't have any secured creditors. The Debtors have tapped Michael W. Hile, Esq., Christine K. Jacobson, Esq., and Henry Mestetsky, Esq., at Katz & Korin PC, as counsel. An affiliate of the Debtors, Hamilton Proper Partners Golf Partnership, L.P., sought bankruptcy protection (Bankr. S.D. Ind. Case No. 14-00461) on Jan. 24, 2014. HOSTESS BRANDS: Judge Recommends Approval of Contingency Fee ------------------------------------------------------------ Magistrate Judge Robert S. Ballou recommends to the U.S. District Court for the Western District of Virginia, Roanoke Division, the approval of a one third contingency fee and associated costs of litigation sought by attorneys for Michael Sprick, an incapacitated adult, arising from a $21 million settlement in his personal injury lawsuit against International Brands Corporation, Merita d/b/a Merita Bread Box, and Hostess Brands. Sprick suffered catastrophic injuries in an accident in 2011 which rendered him incompetent and unable to care for his own personal and financial affairs. The case is, TOMMY JOE WILLIAMS, Conservator of Michael Sprick, An incapacitated individual, Plaintiff, v. OLD HB, INC., et al., Defendants, Civil Action No. 7:13-CV-464 (W.D. Va.). A copy of the Magistrate Judge's December 31, 2014 Report and Recommendation is available at http://is.gd/eTDCg3from Leagle.com. About Hostess Brands Founded in 1930, Irving, Texas-based Hostess Brands Inc., is known for iconic brands such as Butternut, Ding Dongs, Dolly Madison, Drake's, Home Pride, Ho Hos, Hostess, Merita, Nature's Pride, Twinkies and Wonder. Hostess has 36 bakeries, 565 distribution centers and 570 outlets in 49 states. Hostess filed for Chapter 11 bankruptcy protection early morning on Jan. 11, 2011 (Bankr. S.D.N.Y. Case Nos. 12-22051 through 12-22056) in White Plains, New York. Hostess Brands disclosed assets of $982 million and liabilities of $1.43 billion as of the Chapter 11 filing. The bankruptcy filing was made two years after predecessors Interstate Bakeries Corp. and its affiliates emerged from bankruptcy (Bankr. W.D. Mo. Case No. 04-45814). In the new Chapter 11 case, Hostess has hired Jones Day as bankruptcy counsel; Stinson Morrison Hecker LLP as general corporate counsel and conflicts counsel; Perella Weinberg Partners LP as investment bankers, FTI Consulting, Inc. to provide an interim treasurer and additional personnel for the Debtors, and Kurtzman Carson Consultants LLC as administrative agent. Matthew Feldman, Esq., at Willkie Farr & Gallagher, and Harry Wilson, the head of turnaround and restructuring firm MAEVA Advisors, are representing the Teamsters union. Attorneys for The Bakery, Confectionery, Tobacco Workers and Grain Millers International Union and Bakery & Confectionery Union & Industry International Pension Fund are Jeffrey R. Freund, Esq., at Bredhoff & Kaiser, P.L.L.C.; and Ancela R. Nastasi, Esq., David A. Rosenzweig, Esq., and Camisha L. Simmons, Esq., at Fulbright & Jaworski L.L.P. The official committee of unsecured creditors selected New York law firm Kramer Levin Naftalis & Frankel LLP as its counsel. Tom Mayer and Ken Eckstein head the legal team for the committee. Hostess Brands in mid-November 2012 opted to pursue the orderly wind down of its business and sale of its assets after the Bakery, Confectionery, Tobacco and Grain Millers Union (BCTGM) commenced a nationwide strike. The Debtor failed to reach an agreement with BCTGM on contract changes. Hostess Brands sold its businesses and most of the plants to five different buyers for an aggregate of $860 million. Hostess still has some plants, depots and other facilities the buyers didn't acquire. The bankruptcy estate has changed its name to Old HB Inc. HYUN UM: Case Trustee Loses Appeal on Spokane Rock Claim -------------------------------------------------------- Debtors Hyun and Jin Um and debtors Thomas and Patricia Price separately filed voluntary chapter 11 bankruptcy petitions on Aug. 17, 2010, which were subsequently consolidated (Bankr. W.D. Wash. Case No. 14-5593). Jan. 11, 2011 was the deadline for filing claims in the proceeding. In January 2012, Prium Companies LLC, a company managed by Mr. Um and Mr. Price, filed suit against Spokane Rock I, LLC, in King County Superior Court for the State of Washington. In January 2013, Spokane filed an amended answer asserting counterclaims against Prium and Debtors for "fraud, fraudulent concealment, misrepresentation, breach of fiduciary duty, conversion, breach of contract, breach of covenant of good faith and fair dealing, and a request for an accounting." On April 15, 2014, the state court entered default judgment against Prium and the Debtors as sanctions for discovery violations and other conduct. The state court set the matter for trial in July 2014 to determine the amount of damages. On April 24, 2014, Eric D. Orse, Chapter 11 Bankruptcy Trustee, filed an objection to Spokane's claim in the Debtors' bankruptcy matter. Bankruptcy Judge Paul Snyder found the objection unusual because no claim had been filed, but converted the objection into a motion. Judge Snyder concluded that it was "undisputed that Spokane Rock did not file a proof of claim by [the deadline]." Judge Snyder also concluded that Spokane had shown excusable neglect for missing the deadline with respect to some claims. The Chapter 11 Trustee filed a timely notice of appeal. In his Jan. 7, 2015 Opinion available at http://is.gd/oZbfCCfrom Leagle.com, District Judge Benjamin H. Settle in Tacoma held that the Chapter 11 Trustee failed to show that Judge Snyder either made an error of law or relied on a clearly erroneous factual determination. Judge Settle affirmed. IMAX CORP: Applies for Voluntary Delisting From TSX --------------------------------------------------- IMAX Corporation on Jan. 12 disclosed that it has applied for a voluntary delisting of its common stock from the Toronto Stock Exchange ("TSX") in Canada. Effective at the close of markets on January 19, 2015, the Company's shares will no longer be traded on the TSX but will continue to trade on the New York Stock Exchange ("NYSE") under the symbol "IMAX". Canadian shareholders will be able to continue to trade their shares on the NYSE. The Company believes that the relatively low trading volume of its shares on the TSX over a sustained period no longer justifies the financial and administrative costs associated with maintaining a dual listing. The Toronto Stock Exchange has neither approved nor disapproved the information contained herein. Together with its wholly owned subsidiaries, IMAX Corporation -- https://www.imax.com -- is an entertainment technology companies, specializing in motion picture technologies and presentations. The Company's customers who purchase lease or otherwise acquire the IMAX theatre systems are theatre exhibitors, which operate commercial theatres, museums, science centers, and destination entertainment sites. IMAX theatre systems combine the Company's digital re-mastering movie conversion technology (IMAX DMR), projectors with equipment and automated theatre control systems, sound system components, screens, theatre geometry, and theatre acoustics. IMMUNOCLIN CORP: Has Minimal Revenues, Needs Financing ------------------------------------------------------ Immunoclin Corporation filed its quarterly report on Form 10-Q, disclosing a net loss of $6.04 million on $5,000 of revenue for the three months ended Oct. 31, 2014, compared with a net loss of $162,000 on $nil of revenue for the same period last year. The Company's balance sheet at Oct. 31, 2014, showed $20.4 million in total assets, $2.84 million in total liabilities, and stockholders' equity of $17.6 million. As of Oct. 31, 2014, the Company has minimal revenues, and has a working capital deficit of $2.60 million and an accumulated deficit of $20.8 million. The continuation of the Company as a going concern is dependent upon the continued financial support from its management, and its ability to identify future investment opportunities and obtain the necessary debt or equity financing, and generating profitable operations from the Company's future operations. These factors raise substantial doubt regarding the Company's ability to continue as a going concern, according to the regulatory filing. A copy of the Form 10-Q is available at: http://is.gd/jiZgOp Immunoclin Corporation formerly Pharma Investing News, Inc., is a healthcare company headquartered in Beverly Hills, California. The Company provides clinical and basic science research services to pharmaceutical, biotechnology and food industries. JAMES RIVER: Generates $6.55 Million from New Sales --------------------------------------------------- Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that James River Coal Co., which already sold most operations, got court approval to sell remaining assets, in the process generating $6.55 million or more. According to the report, on Dec. 29, the U.S. Bankruptcy Court in Richmond, Virginia, approved the sale of the Bell, Bledsoe and Laurel Mountain mining complexes for $2 million to Revelation Energy LLC, and the sale of equipment not purchased by the buyers of the mining operation to Great American Global Partners LLC for at least $4.55 million. About James River James River Coal Company is a producer and marketer of coal in the Central Appalachia ("CAPP") and the Midwest coal regions of the United States. James River's principal business is the mining, preparation and sale of metallurgical coal, thermal coal (which is also known as steam coal) and specialty coal. James River and 33 of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. E.D. Va. Case Nos. 14-31848 to 14-31886) in Richmond, Virginia, on April 7, 2014. The petitions were signed by Peter T. Socha as president and chief executive officer. Judge Kevin R. Huennekens oversees the Chapter 11 cases. On the petition date, James River Coal disclosed total assets of $1.06 billion and total liabilities of $818.6 million. The Debtors are represented by Tyler P. Brown, Esq., Henry P. (Toby) Long, III, Esq., and Justin F. Paget, Esq. at Hunton & Williams LLP of Richmond, VA and Marwill S. Huebner, Esq, Brian M. Resnick, Esq., and Michelle M. McGreal, Esq. at Davis Polk & Wardwell LLP of New York, NY. Kilpatrick Townsend & Stockton LLP serves as the Debtors' special counsel. Perella Weinberg Partners L.P. is the Debtors' financial advisor. Deutsche Bank Securities Inc. serves as the Debtors' investment banker and M&G advisor. Epiq Bankruptcy Solutions, LLC, acts as the debtors' notice, claims and administrative agent. The U.S. Trustee for Region 4 has appointed five creditors to the Official Committee of Unsecured Creditors. Michael S. Stamer, Esq., Alexis Freeman, Esq., and Jack M. Tracy II, Esq., at Akin Gump Strauss Hauer & Feld LLP; and Jonathan L. Gold, Esq., Christopher L. Perkins, Esq., and Christian K. Vogel, Esq., at LeClairRyan. The Debtors, in August 2014, won authority to sell the Hampden Mining Complex (including the assets of Logan & Kanawha Coal Company, LLC), the Hazard Mining Complex (other than the assets of Laurel Mountain Resources LLC) and the Triad Mining Complex for $52 million plus the assumption of certain environmental and other liabilities, to a unit of Blackhawk Mining. The Buyer is represented by Mitchell A. Seider, Esq., and Charles E. Carpenter, Esq., at Latham & Watkins LLP. JAMES RIVER: Has Until March 13 to Propose Chapter 11 Plan ---------------------------------------------------------- U.S. Bankruptcy Judge Kevin R. Huennekens, in a second order, extended James River Coal Company, et al.'s exclusive periods to file a chapter 11 plan until March 13, 2015, and solicit acceptances for that plan until May 12, 2015. As reported in the Troubled Company Reporter on Nov. 17, 2014, the Debtors' deadline to file a plan was Nov. 13, 2014, and the Debtors filed their extension request on the same day to avoid the necessity of having to formulate a plan prematurely, and, furthermore, to ensure that their plan best address their interests and those of their creditors and estates. The Debtors related that since the approval and closing of the sale of substantially all of their assets, including the Hampden Mining Complex, the Hazard Mining Complex, and the Triad Mining Complex, they had focused principally on marketing and efforts to sell their remaining assets and preserving cash held in their estates. The extension of the exclusive periods, the Debtors said, will advance their efforts to maximize value for their creditors and increase the prospects of an orderly conclusion of their Chapter 11 cases. About James River James River Coal Company is a producer and marketer of coal in the Central Appalachia ("CAPP") and the Midwest coal regions of the United States. James River's principal business is the mining, preparation and sale of metallurgical coal, thermal coal (which is also known as steam coal) and specialty coal. James River and 33 of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. E.D. Va. Case Nos. 14-31848 to 14-31886) in Richmond, Virginia, on April 7, 2014. The petitions were signed by Peter T. Socha as president and chief executive officer. Judge Kevin R. Huennekens oversees the Chapter 11 cases. On the petition date, James River Coal disclosed total assets of $1.06 billion and total liabilities of $818.6 million. The Debtors are represented by Tyler P. Brown, Esq., Henry P. (Toby) Long, III, Esq., and Justin F. Paget, Esq. at Hunton & Williams LLP of Richmond, VA and Marwill S. Huebner, Esq, Brian M. Resnick, Esq., and Michelle M. McGreal, Esq. at Davis Polk & Wardwell LLP of New York, NY. Kilpatrick Townsend & Stockton LLP serves as the Debtors' special counsel. Perella Weinberg Partners L.P. is the Debtors' financial advisor. Deutsche Bank Securities Inc. serves as the Debtors' investment banker and M&G advisor. Epiq Bankruptcy Solutions, LLC, acts as the debtors' notice, claims and administrative agent. The U.S. Trustee for Region 4 has appointed five creditors to the Official Committee of Unsecured Creditors. Michael S. Stamer, Esq., Alexis Freeman, Esq., and Jack M. Tracy II, Esq., at Akin Gump Strauss Hauer & Feld LLP; and Jonathan L. Gold, Esq., Christopher L. Perkins, Esq., and Christian K. Vogel, Esq., at LeClairRyan. The Debtors, in August 2014, won authority to sell the Hampden Mining Complex (including the assets of Logan & Kanawha Coal Company, LLC), the Hazard Mining Complex (other than the assets of Laurel Mountain Resources LLC) and the Triad Mining Complex for $52 million plus the assumption of certain environmental and other liabilities, to a unit of Blackhawk Mining. The Buyer is represented by Mitchell A. Seider, Esq., and Charles E. Carpenter, Esq., at Latham & Watkins LLP. KB HOME: Struggles With Rising Costs, Warns of Margin Pressures --------------------------------------------------------------- Chelsey Dulaney, writing for The Wall Street Journal, reported that KB Home warned that the margin pressures it experienced in its latest quarter are likely to continue as weak demand leads the home builder to ramp up incentives. According to the report, Chief Executive Jeffrey Mezger said on a call with investors that margins could "drop significantly" in its current quarter as the company struggles with rising costs and heavier use of incentives and price reductions. * * * The Troubled Company Reporter, on Aug. 27, 2014, reported that Fitch Ratings has affirmed KB Home's (NYSE: KBH) Issuer Default Rating (IDR) at 'B+' and senior unsecured rating at 'B+/RR4'. The Rating Outlook is Stable. The TCR, on March 24, 2014, reported that Standard & Poor's Ratings Services affirmed its 'B' corporate credit rating on KB Home. The outlook is stable. S&P also affirmed its 'B' issue-level ratings on KB's Home's existing senior notes. S&P's '3' recovery rating on this debt is unchanged. At the same time, S&P' assigned a 'B' issue-level rating to the proposed $300 million senior unsecured notes due 2019. The recovery rating is '3', indicating its expectations of meaningful (50% to 70%) recovery of principal in the event of a default. KB Home will use net proceeds from this debt issuance, along with a $125 million equity sale, to raise cash for land acquisition and development funding purposes. KEVIN D. HEBNER: Wells Fargo Sanctioned for Collection Efforts -------------------------------------------------------------- Kevin D. Hebner and Amanda J. Hebner received a Chapter 7 bankruptcy discharge of their debts in August 2011. Throughout the course of the bankruptcy case and thereafter, Wells Fargo Bank, N.A. communicated with the debtors concerning the bank's interest in the debtors' real property. In September 2014, the court granted the debtors' motion for contempt for what was characterized as the bank's continuing collection efforts despite being aware of the bankruptcy discharge, and setting the matter of the amount of damages, if any, to be awarded to the debtors for further hearing. The debtors have now filed a motion for summary judgment on that issue, which Wells Fargo resists. In a Jan. 8, 2015 Order available at http://is.gd/KMk4eHfrom Leagle.com, Chief Bankruptcy Judge Thomas L. Saladino granted the Debtors' motion for summary judgment, and directed Wells Fargo to pay to the Debtors (1) punitive damages in the amount of $10,000; and (2) actual damages, exclusive of legal fees and expenses, in the amount of $2,500, by Jan. 23, 2015. Wells Fargo is also ordered to pay to debtors' attorneys the full, actual amount of legal fees and expenses that the Debtors have incurred. Kevin D. Hebner and Amanda J. Hebner, in Omaha, Nebraska, filed for Chapter 11 bankruptcy (Bankr. D. Neb. Case No. 08-82938) on Nov. 13, 2008. Douglas E. Quinn, Esq. -- dquinn@mnmk.com -- at McGrath, North, Mullin & Kratz, P.C., served as counsel to the Debtors. The Hebners estimated $1 million to $10 million in both assets and liabilities. A list of the Debtors' largest unsecured creditors is available for free at http://bankrupt.com/misc/nedb08-82938.pdf LIANA MALLO: Untimely Tax Returns Did Not Discharge Debt -------------------------------------------------------- The U.S. Court of Appeals for the Tenth Circuit, in a decision dated Dec. 29, 2014, held that an untimely 1040 Form, filed after the Internal Revenue Service has assessed tax liability, is not a tax return for purposes of the exceptions to discharge in Section 523(a)(1)(B)(i) of the Bankruptcy Code. Accordingly, the Tenth Circuit affirmed a district court's decision excluding the tax liability from the general discharge orders of the bankruptcy court. Edson Mallo and Liana Mallo are a married couple who did not file timely federal income tax returns for 2000 and 2001 as required by the Internal Revenue Code. As a result, the IRS issued statutory notices of deficiency for those years. The Mallos did not challenge those determinations. The Internal Revenue Service assessed $34,464 in taxes, including penalties and interest, against Mr. Mallo for the 2001 tax year on July 11, 2005, and $19,022 in taxes against Mrs. Mallo for the 2000 tax year on July 10, 2006. The IRS began collection efforts in 2006. In 2007, the Mallos filed a joint Form 1040 for tax year 2000 and another joint Form 1040 for tax year 2001. Based on this information, the IRS assessed additional joint tax liability against the Mallos in the amount of $4,576 for 2000 and partially abated Mr. Mallo's 2001 tax liability by $3,330. In 2010, the Mallos filed a Chapter 13 bankruptcy petition for adjustment of debts with the United States Bankruptcy Court for the District of Colorado. Their case was converted to a liquidation proceeding under Chapter 7 in early 2011. After the bankruptcy court issued a general order discharging the Mallos' debts, the Mallos filed an adversary proceeding against the IRS, seeking a determination that their income tax liabilities for 2000 and 2001 had been discharged. The IRS answered, denying the debts had been discharged. The case is LIANA CAROL MALLO, EDSON PAMITTAN MALLO, Appellants, v. INTERNAL REVENUE SERVICE, Appellee, Case No. 13-1464 (10th Cir.). A full-text copy of the Decision is available for free at http://bankrupt.com/misc/MALLO1229.pdf LUCEE'S LLC: Files for Chapter 11 Bankruptcy Protection ------------------------------------------------------- Lucee's LLC filed for Chapter 11 bankruptcy protection (Bankr. E. Va. Case No. 15-30076) on Jan. 8, 2015, estimating its assets at $100,001 to $500,000 and liabilities between $100,001 and $500,000. Alexander Hamilton Ayers, Esq., at Ayers & Stolte, P.C., serves as the Debtor's bankruptcy counsel. Mr. Ayers can be reached at: Ayers & Stolte, P.C. Hamilton Professional Building 710 N. Hamilton Street Richmond, VA 23221 E-mail: aayers@ayerslaw.com Lucee's, LLC was formed on July 18, 2002, in Virginia by Winifred P. Taylor located at 2201 Semmes Avenue, Richmond, Virginia. LUMIRAM DEVELOPMENT: Case Summary & 2 Top Unsecured Creditors ------------------------------------------------------------- Debtor: Lumiram Development Corporation 615 Fifth Avenue Larchmont, NY 10538 Case No.: 15-22062 Chapter 11 Petition Date: January 13, 2015 Court: United States Bankruptcy Court Southern District of New York (White Plains) Judge: Hon. Robert D. Drain Debtor's Counsel: Michael A. Koplen, Esq. LAW OFFICES OF MICHAEL A. KOPLEN 14 South Main Street, Suite 4 New City, NY 10956 Tel: (845) 623-7070 Fax: (845) 708-5597 Email: Atty@KoplenLawFirm.com Total Assets: $1.6 million Total Liabilities: $1.64 million The petition was signed by Corinne A. Ram, president. A list of the Debtor's two largest unsecured creditors is available for free at http://bankrupt.com/misc/nysb15-22062.pdf MATAGORDA ISLAND: Opposes UST Bid for Conversion or Dismissal ------------------------------------------------------------- Matagorda Island Gas Operations, LLC, opposed to the U.S. Trustee's motion to convert case to Chapter 7, or in the alternative, to dismiss the case. The Debtor said there is no mandatory cause for dismissal or conversion insofar as the current lack of insurance poses no credible risk to the estate or to the public at this time. Additionally, the Debtor points out that it has and continues to attempt to comply with the order to the debtor in possession and to obtain the necessary insurance and believes that such insurance can be put in place prior to the existence of any actual risk to the estate or public. Shamrock Energy Solutions, LLC, said it supports the U.S. Trustee's motion, but it believes that it would be in the best interest of all creditors if the case were converted to a Chapter 7 and not dismissed. In its motion for conversion or dismissal, the U.S. Trustee said has repeatedly asked the Debtor to obtain and provide proof of insurance as required by the order to the Debtor starting with the initial Debtor interview on Sept. 24, 2014, and continuing at the 341 Meetings on Oct. 7, and Nov. 4. In addition, the attorney and the analyst for the U.S. Trustee have contacted Debtor's counsel several times requesting proof of insurance. According to the U.S. Trustee, to date, the Debtor has not provided proof to that (1) the Debtor has general liability insurance and (2) all assets are covered by property insurance. The hearing was slated for Jan. 13, 2015. About Matagorda Island Matagorda Island Gas Operations, LLC, filed a Chapter 11 bankruptcy petition (Bankr. W.D. La. Case No. 14-51099) in Lafayette, Louisiana, on Sept. 3, 2014. The case is assigned to Judge Robert Summerhays. The Debtor has tapped Lugenbuhl, Wheaton, Peck, Rankin & Hubbard as counsel. The Debtor disclosed $891 million in assets and $26.1 million in liabilities as of the Chapter 11 filing. MONROE HOSPITAL: Goes to Feb. 11 Plan-Approval Hearing ------------------------------------------------------ Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that Monroe Hospital LLC has received court approval of disclosure materials explaining its Chapter 11 plan of liquidation and will come back to court on Feb. 11 for the confirmation of its plan. As previously reported by The Troubled Company Reporter, under the plan, the secured portion of the claim of hospital lessor MPT Bloomington LLC and affiliated lender MPT Development Services Inc., which are collectively owed about $121.8 million, would be paid by the buyer as part of the purchase price. Recovery on general unsecured claims is "unknown." About Monroe Hospital Monroe Hospital, LLC, since 2006, has operated a 32 licensed bed private acute care medical surgical hospital in Bloomington, Indiana. It leases the land on which the hospital is located from MPT Bloomington, LLC. Monroe Hospital, LLC, filed a Chapter 11 bankruptcy petition (Bankr. S.D. Ind. Case No. 14-07417) in Indianapolis, Indiana, on Aug. 8, 2014. Joseph Roche signed the petition as president and chief executive officer. In its schedules, the Debtor disclosed $14,327,739 in total assets and $136,386,925 in liabilities. The case is assigned to Judge James M. Carr. The Debtor is represented by attorneys at Bingham Greenebaum Doll LLP. Upshot Services LLC acts as the Debtor's noticing, claims and balloting agent. NELLSON NUTRACEUTICAL: Moody's Assigns B2 Corporate Family Rating ----------------------------------------------------------------- Moody's Investors Service, Inc. assigned a first time B2 Corporate Family Rating (CFR) to Nellson Nutraceutical, LLC. Moody's also assigned a B1 rating to Nellson's $54.7 million A-1 first lien revolving credit facility expiring in 2019, Nellson's $10.3 million A-2 first lien revolving credit facility expiring in 2019, Nellson's $125 million A-1 first lien term loan facility maturing in 2021, and 9089969 Canada Inc.'s $115 million A-2 first lien term loan facility maturing in 2021. Nellson used the proceeds from the facilities to finance the December 2014 acquisition of Le Groupe Multibar (Multibar) and refinance Nellson's outstanding debt. The rating outlook is stable. Moody's assigned the following ratings to Nellson Nutraceutical, LLC: Corporate Family Rating at B2; Probability of Default Rating at B2-PD; $54.7 million A-1 first lien revolving credit facility expiring in December 2019 at B1 (LGD 3); $10.3 million A-2 first lien revolving credit facility expiring in December 2019 at B1 (LGD 3); $125 million A-1 first lien term loan facility maturing in December 2021 at B1 (LGD 3). Moody's assigned the following ratings to 9089969 Canada Inc. $115 million A-2 first lien term loan facility maturing in December 2021 at B1 (LGD 3) Outlook for Nellson Neutraceutical, LLC and 9089969 Canada Inc. is stable. Ratings Rationale Nellson's B2 CFR reflects the company's limited product, geographic, and customer diversity, potential volatility in manufacturing volume as a contract manufacturer, and high degree of financial leverage. These factors are partially offset by the company's technical expertise that provides it with a competitive advantage against other contract manufacturers, tiered customer pricing contracts and custom formulations to help reduce volume volatility, and its low exposure to changes in raw material costs. The rating also reflects favorable consumer trends towards products that are nutritional and convenient, which have resulted in nutritional bar and powder growth rates above 10% over the last four years and that Moody's expects will continue to remain robust over the next four years. The company's liquidity is good. Moody's expects Nellson to be able to fund its cash obligations over the next twelve months through internally generated cash flow without needing to draw on its revolving credit facility. Moody's projects free cash flow (cash from operations less capital expenditures) at around $13 million for 2015. Moody's also expects the company to have ample cushion under the 7.85 times total net debt to EBITDA covenant throughout 2015. The B1 rating on the first lien credit facilities, one notch above the CFR, reflects their priority position relative to the unrated second lien facility. The Canadian obligations (the A-2 term loan and revolver borrowings by 9089969 Canada Inc.) have a broader guarantee and collateral package than the US obligations (the A-1 term loan and revolver borrowings by Nellson), but Moody's ranks the instruments the same because a reallocation mechanism would harmonize the recovery in the event of a default or liquidation. The stable outlook reflects Moody's view that revenue will continue to grow and support the repayment of debt and that liquidity will remain good. The ratings are unlikely to be upgraded in the near term given the company's modest scale, narrow product focus, and high leverage. The ratings could be upgraded if the company increases its product, geographic, and customer diversity and significantly reduces financial leverage such that debt to EBITDA is sustained below 4.5 times. The ratings could be downgraded if customers shift some or all of their manufacturing volume in-house or to competing suppliers, the company experiences pricing pressure, consumer trends become unfavorable towards nutritional bars and powders, liquidity deteriorates, or if Moody's expects debt to EBITDA to be sustained above 6.0 times. Nellson, headquartered in Irwindale, CA, provides manufacturing capacity and technical expertise primarily to U.S. companies that sell food bars and nutritional powders in the U.S. and overseas. It focuses on bars and powders that serve the energy/sports nutrition, diet/weight loss, body building and fortified/medical food markets. Manufacturing is conducted through a total of three bar facilities and one powder facility. Two of the bar facilities are located in Montreal, Quebec with the other located in California. The powder facility is located in Utah. Pro forma for the acquisition of Le Groupe Multibar (Multibar), revenue for the twelve months ended September 30, 2014 was approximately $543 million. The principal methodology used in this rating was the Global Packaged Goods published in June 2013. Other methodologies used include Loss Give Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published June 2009. NEW LOUISIANA: Palm Terrace Debtors Assert PCO Unneccessary ----------------------------------------------------------- SA-Lakeland, LLC, SA-Clewiston, LLC and SA-St. Petersburg, LLC (the "Palm Terrace Debtors") say the appointment of a patient care ombudsman is unnecessary under the circumstances of the cases, and would be redundant to the safeguards and procedures already in place. As a result, the Palm Terrace Debtors say a PCO would be an unnecessary administrative expense, and is not in the best interests of creditors and other parties-in-interest. About New Louisiana Holdings 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. Jan M. Hayden and Baker Donelson Bearman Caldwell & Berkowitz, P.C. serves as local counsel. The U.S. Trustee for Region 5 on Oct. 3, 2014, appointed three creditors of New Louisiana Holdings, LLC, to serve on the official committee of unsecured creditors. Pepper Hamilton LLP and McGlinchey Stafford PLLC serve as counsel to the Committee. * * * The Debtors have sought for an extension of their exclusive periods to file a Chapter 11 plan through Jan. 16, 2015, and their exclusive period to solicit acceptances for that plan through March 17, 2015. NII HOLDINGS: Wants Until April 13 to Decide on Headquarters Lease ------------------------------------------------------------------ NII Holdings, Inc., et al., ask the Bankruptcy Court to extend the period to assume or reject their headquarters lease until April 13, 2015. The 120-day period established by Section 365(d)(4)(A) expires on Jan. 13, 2015 for the Original Debtors. The Debtors note that their failure to take any action to assume or reject the headquarters lease or obtain an extension of the assumption/rejection period would result in the headquarters lease being deemed rejected. 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 appointed five creditors of NII Holdings to serve on the official committee of unsecured creditors. NII Holdings and its debtor-affiliates are represented byScott J. Greenberg, Esq., and Michael J. Cohen, Esq., at JONES DAY. Capital Group, one of the Backstop Parties, is represented by Andrew N. Rosenberg, Esq., Elizabeth R. McColm, Esq., and Lawrence G. Wee, Esq., at PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP. Aurelius, one of the Backstop Parties, is represented by Daniel H. Golden, Esq., David H. Botter, Esq., and Brad M. Kahn, Esq., at AKIN GUMP STRAUSS HAUER & FELD LLP. The Committee is represented by Kenneth H. Eckstein, Esq., and Adam C. Rogoff, Esq., at KRAMER LEVIN NAFTALIS & FRANKEL LLP. NNN 1818 MARKET STREET: 341(a) Meeting Set in Units' Bankr. Cases ----------------------------------------------------------------- A meeting of creditors in the bankruptcy cases of NNN 1818 Market Street 21, LLC (Case No. 15-10317) and NNN 1818 Market Street 37, LLC (Case No. 15-10121), both are affiliates of NNN 1818 Market Street 16, LLC, has been scheduled for Feb. 10, 2015, at 10:00 a.m. at RM 5, 915 Wilshire Blvd., 10th Floor, in Los Angeles, California. 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. Cal. 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. Two of the Debtor's affiliates also sought bankruptcy protection on Jan. 6, 2015. NW VALLEY: Section 341(a) Meeting Scheduled for Feb. 12 ------------------------------------------------------- A meeting of creditors in the bankruptcy case of NW Valley Holdings LLC will be held on Feb. 12, 2015, at 3:00 p.m. at 341s - Foley Bldg, Rm 1500. Creditors have until May 13, 2015, to file 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. NW Valley Holdings LLC filed a Chapter 11 bankruptcy petition (Bank. D. Nev. Case No. 15-10116) on Jan. 10, 2015. The petition was signed by Charles C. Reardon, senior managing director of Asgaard Capital, LLC, as manager. The Debtor disclosed assets of $815,000 and liabilities of $428 million. Judge August B. Landis is assigned to the case. Matthew C. Zirzow, Esq., at Larson & Zirzow, LLC, serves as the Debtor's counsel. OUTLAW RIDGE: Dismissal Requires Closing of Note Purchase --------------------------------------------------------- U.S. Bankruptcy Judge K. Rodney May dismissed the Chapter 11 cases of Outlaw Ridge, Inc. and Outlaw Ridge, LLC, subject to these conditions: a) the closing of the note purchase agreement; b) payment of all administrative claims at the closing; c) the Debtors' filing of all operating reports through the date of the closing, and d) payment of all U.S. Trustee quarterly fees through the date of the closing. The Debtors, in their motion, stated that the closing of the note purchase agreement required the dismissal of these bankruptcy cases. On Dec. 18, the Debtors filed a consent and release noting that Cadence Bank, N.A. required the Debtors to execute as a condition precedent to closing on the note purchase agreement contemplated in the Debtors' motion to dismiss cases. The Debtors noted that DCR Mortgage VI Sub I, LLC, the purchaser, entered on Dec. 10, 2014, into an agreement with Cadence Bank, N.A., to acquire its loans to the Debtors. The Debtors expect that the purchaser will close on the note purchase agreement by no later than Dec. 30, 2014. As of the Petition Date, the Debtors owed approximately $4.2 million to Cadence Bank in connection with loans made to the Debtors by Superior Bank, N.A. On April 15, 2011, Superior Bank was taken over by the Federal Deposit Insurance Corporation, which subsequently sold the assets of Superior Bank to Cadence Bank. The Court also ordered that once all conditions have been satisfied, the Debtors will file a notify the Court, and all interested parties that the conditions have been satisfied. Upon filing of the notice, the Court's dismissal of the Debtor's Chapter 11 will be final. About Outlaw Ridge Outlaw Ridge, Inc., operates a sand and lime rock mine in Pasco County, Florida. Outlaw Ridge, LLC, owns several parcels of property in Pasco County that is holding for residential development. The two entities are owned and controlled by John M. Dalfino and John T. Steger. Outlaw Ridge Inc. and Outlaw Ridge, LLC sought Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case Nos. 14-04400 and 14- 04401) on April 21, 2014, in Tampa, Florida. Adam L Alpert, Esq., at Bush Ross P.A., in Tampa, serves as the Debtors' counsel, while Smolker Bartlett Schlosser Loeb & Hinds, P.A., serves as special counsel. Homeward Real Estate, Inc. acts as real estate broker. OR LLC disclosed $1.36 million in total assets and $2.97 million in liabilities. OR Inc. disclosed $15.4 million in total assets and $4.21 million in liabilities. PARADIGM EAST: Seeks Approval to Sell Real Property to AvalonBay ---------------------------------------------------------------- Paradigm East Hanover, LLC, has filed a motion seeking court approval to sell a real property to AvalonBay Communities, Inc. In its motion, the company proposed to sell the property located in East Hanover, New Jersey, to AvalonBay for $5 million. The property will be sold "free and clear of liens, claims, interests and encumbrances." Although Paradigm East already entered into a sale contract with AvalonBay, the company will still accept offers from other interested buyers up until the hearing date on the motion. A court hearing is scheduled for Jan. 27. Paradigm East previously received contingent offers for the property ranging from $6 million to $9 million. It also received an email stating that a client was prepared to submit a $15 million, however, such offer was not formalized. The company was also concerned with the approval, timing and building issues with each of these offers, according to court papers. About Paradigm East Paradigm East Hanover, LLC, sought Chapter 11 bankruptcy petition (Bankr. D.N.J. Case No. 14-25017) in Newark, New Jersey, on July 23, 2014. The Debtor, a Single Asset Real Estate as defined in 11 U.S.C. Sec. 101(51B), disclosed assets of between $10 million and $50 million, and debt of less than $10 million. The company is owned by entities held by Paradigm Capital Funding, LLC. The case is assigned to Judge Donald H. Steckroth. Morris S. Bauer, Esq., at Norris McLaughlin & Marcus, PA, in Bridgewater, New Jersey, serves as counsel. PASSAIC HEALTHCARE: Court Issues Joint Administration Order ----------------------------------------------------------- Judge Christine M. Gravelle of the U.S. Bankruptcy Court for the District of New Jersey issued directing that the Chapter 11 cases of Passaic Healthcare Services, LLC, Galloping Hill Surgical LLC, and Allcare Medical SNJ LLC, are jointly administered with Case No. 14-36129. 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. PLATFORM SPECIALTY: Moody's Confirms B1 Corporate Family Rating --------------------------------------------------------------- Moody's Investors Service has confirmed Platform Specialty Product Corporation's Corporate Family Rating ("CFR") at B1, revised the outlook to negative, and lowered the Speculative Grade Liquidity rating to SGL-3 from SGL-2. Moody's confirmed the B1 ratings on the company's existing secured debt and assigned a B1 rating to a new senior secured term loan that will rank pari passu with existing secured debt. The new debt will be used to fund a portion of the $3.51 billion acquisition of Arysta LifeScience Limited, parent of Arysta LifeScience SPC, LLC (B2 stable), whose ratings will be withdrawn upon completion of the transaction. These actions conclude the review for downgrade initiated on October 20, 2014. "Acquiring Arysta provides the centerpiece for Platform's new agricultural business silo and adds to the companies size, global reach, and business diversity, but the elevated valuation multiple temporarily weakens credit metrics," said Lori Harris, Moody's Analyst for Platform Specialty Product Corporation. "The negative outlook reflects the high degree of integration risk, given that recent acquisitions of Arysta, Agriphar and CAS have increased the size of the company by nearly fourfold." Ratings Assigned: MacDermid Inc. Senior Secured Term Loan -- B1, LGD3 MacDermid Agricultural Solutions Holdings BV Senior Secured Term Loan -- B1, LGD3 Ratings Lowered: Platform Specialty Products Corporation Speculative Grade Liquidity Rating lowered to SGL-3 from SGL-2 Ratings Confirmed: Platform Specialty Products Corporation Corporate Family Rating -- B1 Probability of Default -- B1-PD MacDermid Inc. Senior Secured Revolver -- B1, LGD3 Senior Secured Term Loan -- B1, LGD3 MacDermid Agricultural Solutions Holdings BV Senior Secured Term Loan -- B1, LGD3 Outlook, Negative These ratings are subject to Moody's review of the final terms and conditions of the proposed transaction. In particular, the ratings assume that the proposed term loans will have the same guarantors and share the same collateral as the existing notes, including: (i) guarantees by all material domestic subsidiaries; (ii) a first lien senior secured position in domestic fixed assets, accounts receivables, and inventory, and (iii) that roughly $900 million of incremental long term debt will be issued to fully fund the Arysta acquisition. Ratings Rationale Platform's B1 CFR is constrained by the company's elevated pro forma leverage (5.5x PF LTM September 30, 2014 and 5.0x including synergies), the significant integration risks associated with three recent acquisitions that have nearly quadrupled the size of the company, and expectations of continued acquisition-driven growth, as a result of the company's stated tactic of being an acquirer and consolidator of specialty chemicals businesses globally. Furthermore, the company's liquidity is pressured by increased working capital demands from the new agricultural business silo, debt costs, and integration expenses. The rating is supported by: the improved size; increasingly diverse revenue stream; and strong margins and cash flow generating capabilities of the combined businesses, which benefit from geographic, operational, and product diversity through its global footprint, with significant operations in the US, Europe, and Asia. These factors lend stability to the company's EBITDA generation compared to some peers in the chemical and agricultural industries. (All ratios include Moody's Standard Adjustments.) The rating contemplates the recently acquired businesses of Agriphar and AgroSolutions as well as the pending acquisition of Arysta, which add a new business silo to Platform in the agricultural chemicals business. Platform is acquiring the three businesses for a combined cost of $5.0 billion with a combination of debt and equity, where the equity contribution totals over $2.1 billion (over 40% of the acquisition value). While the equity contribution is substantial, the size of the acquisitions relative to the prior Platform businesses elevates integration risks. Furthermore leverage will start out above management's stated net leverage target of 4.5x, which will delay the return of metrics to levels that fully support the rating, especially if the company undertakes additional debt financed transactions in the second half of 2015. Supporting the rating is Platform's historic ability (through the MacDermid legacy business) to generate positive free cash flow throughout the business cycle and track record of improving margins to levels reflective of specialty chemicals (above 15%). The legacy company enjoys strong market positions in certain niche markets, modest capital expenditure requirements, and has limited exposure to volatile raw materials costs. The majority of Platform's raw materials are not petrochemical-based, therefore, the company does not experience the same cost vagaries as other chemical firms. The rating also reflects Platform's exposure to cyclical end-markets such as automotive, commercial packaging and consumer electronics (printed circuit boards) through its Performance Materials and Graphic Solutions segments. While this exposure will decline with the addition of the AgroSolutions, Agriphar, and Arysta businesses, the Performance Materials and Graphic Solutions segments will continue to contribute approximately 25% of revenue. Moody's expects the company to achieve the planned synergies by 2017 and reduce adjusted financial leverage to below 5.0x by the end of 2015. The calculation incorporates $25 million of synergies, and Moody's Standard Adjustments including the capitalization of operating leases, debt attribution for the underfunded portion of defined benefit pension plans, and debt treatment for convertible preferred stock contingent liability. Including the aforementioned adjustments, Moody's estimates pro forma adjusted financial leverage near 5.5x (excluding synergies) and 5.0x (including synergies) for the twelve months ended September 31, 2014. Moody's expects meaningful seasonal revolving credit facility use, one-time expenses associated with synergies, and the potential for more acquisitions, but limited capex spending. Because cash flow generation will be used to support interest expense and working capital, which will be significantly higher as a result of the Arysta transaction, incremental acquisitions could result in a lower rating unless structured with equity such that pro forma leverage is lowered. The SGL-3 Speculative Grade Liquidity Rating indicates adequate liquidity to support operations for at least the next four quarters, with meaningful use of the revolving credit facility. Moody's short-term liquidity assessment is supported by over $280 million of cash as of September 31, 0214, the $300 million revolving credit facility, and local credit lines to support the agricultural chemicals business. Moody's expects about $170 million of revolver availability at the close of the Arysta acquisition. Subsequently, Platform intends to draw on the revolver to fund working capital for seasonal swings (approximately $500-700 million) related to its new agricultural chemicals businesses in 2015. The only financial covenant on the revolving facility, which will be triggered as a result greater than 25% of the commitment drawings, is a springing net first lien leverage ratio of 6.5x. Moody's believes that the revolver is small for the size of the company and the working capital needs of the agricultural chemicals business, however the revolver is supplemented by local lines of credit. The company has proposed $1.1 billion in term loans to fund Arysta and has indicated that it will issue approximately $900 million in long term debt to fully fund the acquisition, thus it will not need to access the $750 million bridge loan. In total, Platform has raised over $1.33 billion from the issuance of equity, $187 million in warrants, and $600 million in convertible preferred stock to fund the three agricultural chemical acquisitions. Platform's $600 million of convertible preferred stock has a two-year mandatory convertible feature that requires the company to deliver stock plus a cash payment if the stock price is below $27.14 / share, such that the total conversion is no less than $600 million. As a result of this conversion feature a contingent liability is added to Platform's debt obligation ($78 million as of December 1, 2014). The firm has no material near-term debt maturities and its 1% annual amortization payments total approximately $25 million. The company is subject to an excess cash flow sweep, which steps down once the first lien net leverage falls below certain thresholds. The firm has low maintenance capital expenditure requirements, which will increase following completion of the acquisitions, but still remain relatively low. Platform does not pay cash dividends, but has preferred equity, which pays dividends in the form of common stock. The negative outlook reflects the elevated risk of integrating three companies (Agriphar, AgroSolutions, and Arysta) that increase Platform's aggregate size by almost three times. The negative outlook also incorporates Platform's elevated leverage, above 5.0x, and Moody's expectation that Platform will seek to complete additional acquisitions over the next 12 months. There is limited upside to the rating at this time. Following a successful completion and integration of Platform's acquisitions, the ratings could be upgraded if leverage falls below 4.0x on a sustained basis and the company demonstrates its ability to grow its sales and generate significant free cash flow. Conversely, Platform's ratings could be downgraded if its operating and credit metrics deteriorate. Specifically, if leverage remains above 5.0x over the next 12 to 18 months or if incremental acquisitions prevent the meaningful reductions in leverage, Moody's would contemplate a rating downgrade. The rating would be pressured if management undertakes another sizable debt-financed acquisition in 2015, if the company accelerates the pace of acquisitions such that debt rises faster than EBITDA, or if there is no debt reduction between acquisitions. The principal methodology used in these ratings was Global Commodity Merchandising and Processing Companies published in December 2011. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Headquartered in Miami, Florida, Platform Specialty Products Corp (Platform) is a publicly-traded company founded by investors Martin Franklin and Nicolas Berggruen in 2013. Platform's first acquisition in 2013 was MacDermid Holdings, LLC, a global manufacturer of variety of chemicals and technical services for a range of applications and markets including; metal and plastic finishing, electronics, graphic arts, and offshore drilling. Platform is in the process of acquiring Arysta LifeScience Limited for approximately $3.51 billion. Platform has already acquired Chemtura Corporation's AgroSolutions business and Belgium-based Group Agriphar Group agricultural chemical business, in levered transactions valued at roughly $1 billion and $405 million, respectively. Pro forma for the acquisitions, Platform's sales are roughly $2.9 billion for the twelve months ended September 30, 2014 (LTM revenues of $755 million from Platform's existing business, $461 million from AgroSolutions as of September 30, 2014, $171 million YE 2013 revenues from Agriphar, and $1.5 billion as of September 30, 2014 for Arysta ). PLATFORM SPECIALTY: S&P Assigns 'BB' Rating on $1.0BB Term Loan --------------------------------------------------------------- Standard & Poor's Ratings Services said it assigned its 'BB' issue-level rating and '3' recovery rating to Platform Specialty Products Corp.'s $1.0 billion term loan B. The '3' recovery rating on the term loan indicates S&P's expectation of meaningful recovery (50% to 70%) in the event of a payment default. S&P also assigned its 'BB-' issue-level rating and '5' recovery rating to the company's proposed $500 million and EUR350 million senior unsecured notes due 2022. The '5' recovery rating indicates S&P's expectation of modest recovery (10% to 30%) in the event of a payment default. At the same time, S&P affirmed its 'BB' corporate credit rating on Platform. The outlook is stable. S&P also affirmed its 'BB' issue-level rating on the company's existing senior secured debt, including the upsized $300 million revolving credit facility and the EUR80 million add-on term loan B. The '3' recovery rating on the existing senior secured debt remain unchanged. "The stable outlook reflects our expectation that Platform will be able to complete and integrate its crop protection chemicals acquisitions successfully over the next year," said Standard & Poor's credit analyst Seamus Ryan. "We expect the company's operating performance, cash flow generation, and financial policies will support the rating." S&P also believes the company's approach to funding growth will not stretch credit measures beyond our expectations of debt to EBITDA of 4x to 5x at the rating. Even following any subsequent acquisitions, S&P would expect the company to reduce pro forma debt to EBITDA to this range within 12 months. S&P could lower the ratings if additional debt funded acquisitions result in further weakening of credit measures such that adjusted pro forma leverage remains more than 5.0x, with no prospect of improvement in the near term. S&P could also lower ratings if unexpected weakness in global demand or raw material cost pressure leads to the inability to reduce pro forma debt to EBITDA of below 5.0x over the next year. While less likely, S&P could raise the ratings if the company is able to improve and maintain its debt to EBITDA below 3.0x. This scenario could occur if revenues and margins continue to grow and the company uses excess cash to significantly reduce debt or if the company establishes a track record of approaching growth spending in a more conservative manner. PRETTY GIRL: Salvatore LaMonica Appointed as Chapter 7 Trustee -------------------------------------------------------------- U.S. Trustee William K. Harrington appointed: Salvatore LaMonica, Esq. LaMonica Herbst & Maniscalco, LLP 3305 Jerusalem Avenue Wantagh, NY 11793 Tel: (516) 826-6500 Fax: (516) 826-0222 as interim trustee for the Chapter 7 case of Pretty Girl, Inc. case. The U.S. Trustee also requested that the 341(a) meeting be scheduled for Feb. 26, 2015, at 11:00 a.m. The amount of Mr. LaMonica's bond is covered by the bond of interim trustees in Chapter 7 cases issued by Liberty Mutual Insurance Company, which is on file with the Office. On Dec. 23, 2014, the Court ordered that the Debtor's Chapter 11 case be converted to one under Chapter 7 of the Bankruptcy Code. The Debtor requested that the Court convert its case stating that it did not meet it projections. It projected collections of $1.27 million from the stores on account of inventory purchases. It actually collected approximately $700,000. The Debtor anticipated a similar negative variance for the month of November. The Debtor said that a Chapter 7 trustee will be able to efficiently and effectively liquidate the Debtor's remaining inventory, collect its receivables from the stores, and investigate and pursue any Chapter 5 claims. The Official Committee of Unsecured Creditors has objected to the Debtor's motion for case conversion, stating that conversion of the Chapter 11 case to Chapter 7 will likely result in the worst possible outcome for unsecured creditors -- no recovery on their claims. The Committee requested for the (i) appointment of a Chapter 11 trustee; (ii) termination of the Debtor's authority to use cash collateral; and the transfer of sufficient funds to fund the carve out into escrow with its counsel. Lease Decision Period Extension Bankruptcy Judge Sean H. Lane extended until Jan. 28, 2015, the Debtor's time to assume or reject an unexpired lease of non-residential real property located at 1407 Broadway, Suite 2310 in New York City. As reported in the Troubled Company Reporter on Nov. 5, 2014, the Debtor told the Court that it entered into a lease agreement with 1407 Broadway on Jan. 27, 2010, for the period March 1, 2010 through Aug. 31, 2015. Under the agreement, monthly base rent began at $14,531 and increased approximately $450 per month on an annual basis. The Debtor also was responsible for the payment of additional rent consisting of a 0.382% proportionate share of, among other things, real estate taxes, fuel, electric, cleaning, and repair costs. The Committee is represented by: James M. Sullivan, Esq. Christopher R. Gresh, Esq. MOSES & SINGER LLP The Chrysler Building 405 Lexington Avenue New York, NY 10174 Tel: (212) 554-7800 Fax: (212) 554-7700 About Pretty Girl Pretty Girl, Inc., filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 14-11979) on July 2, 2014. The petition was signed by Albert Nigri as president. The Debtor disclosed total assets of $10.76 million and total liabilities of $12.27 million. Rosen & Associates, P.C., acted as the Debtor's counsel. The Official Committee of Unsecured Creditors tapped to retain Wilk Auslander LLP as its conflicts counsel, CBIZ Accounting, Tax & Advisory of New York, LLC and CBIZ, Inc. as its financial advisors. PSL-NORTH AMERICA: Wants Plan Filing Date Extended to April 13 -------------------------------------------------------------- PSL-North America LLC, et al., ask the U.S. Bankruptcy Court for the District of Delaware to further extend their exclusive plan filing period through and including April 13, 2015, and their exclusive solicitation period through and including June 15, 2015. According to the Debtors, they are now well-situated to evaluate their financial standing in an effort to determine the most appropriate resolution of their Chapter 11 cases. The Debtors tell the Court that they anticipate filing a Chapter 11 plan of liquidation in the near future. However, the Debtors say they require additional time to complete the analysis. A hearing on the Debtors' extension request is set for Feb. 11, 2015, at 10:00 a.m. (ET). Objections are due Jan. 26. About PSL-North America Founded in 2006, PSL-North America LLC is a manufacturer and coater of large diameter steel pipes. The company has a state-of- the-art facility located in Bay St. Louis, Mississippi, with the land leased for 99 years. The company is an American-based partially owned subsidiary of India's largest producer and manufacturer of steel piping, PSL Limited. On June 16, 2014, PSL-North America LLC and PSL USA Inc., filed voluntary petitions in Delaware (Lead Case No. 14-11477) seeking relief under chapter 11 of the United States Bankruptcy Code. The Debtors' cases have been assigned to Judge Peter J. Walsh. The Debtors seek to have their cases jointly administered for procedural purposes. PSL-North America LL disclosed $93.3 million in assets and $204 million in liabilities as of the Chapter 11 filing. As of the Petition Date, the company had total outstanding debt obligations of $130 million, according to a court filing. Proposed counsel for the Debtor are John H. Knight, Esq., Paul N. Heath, Esq., Tyler D. Semmelman, Esq., Amanda R. Steele, Esq. and William A. Romanowicz, Esq. at Richards, Layton & Finger, P.A. of Wilmington, Delaware. Epiq Bankruptcy Solutions serves as claims agent. QUIZNOS: Quiznos Names Doug Pendergast as CEO --------------------------------------------- Tess Stynes, writing for The Wall Street Journal, reported that sandwich chain Quiznos said President and Chief Executive Stuart Mathis resigned to pursue other opportunities and will be succeeded by restaurant industry veteran Doug Pendergast. According to the report, the maker of toasted subs, which emerged from Chapter 11 bankruptcy in June, said Mr. Pendergast’s previous experience includes serving as CEO of the Krystal Co. fast-food chain. About Quiznos Denver-based Quiznos -- http://www.quiznos.com/-- is a chain designed for today's busy consumers who are looking for a high quality, tasty, freshly prepared alternative to traditional fast- food restaurants. With locations in 50 states and 30 countries, Quiznos is one of the world's premier quick-service restaurant chains and pioneer of the toasted sandwich; Quiznos restaurants offer creative, chef-created sandwiches and salads using premium ingredients. Quiznos was founded in 1981 by chefs who discovered that toasting brought out the best in every sandwich ingredient. QCE Finance LLC and its affiliates sought protection under Chapter 11 of the Bankruptcy Code on March 14, 2014. The lead case is QCE Finance LLC (Case No. 14-10543, Bankr. D.Del.). The case is assigned to Judge Peter J. Walsh. The Debtors' lead counsel are Ira S. Dizengoff, Esq., Philip C. Dublin, Esq., Jason P. Rubin, Esq., and Kristine G. Manoukian, Esq., at AKIN GUMP STRAUSS HAUER & FELD LLP, in New York. The Debtors' local counsel is Mark D. Collins, Esq., and Amanda Steele, Esq., at RICHARDS, LAYTON & FINGER, P.A., in Wilmington, Delaware. The Debtors' investment banker and financial advisor is Matthew J. Hart of LAZARD FRERES & CO. LLC. Paul Ruh, Mark A. Roberts, and Jonathan Tibus of Alvarez & Marsal serves as the Debtors' restructuring advisors. Prime Clerk LLC serves as the Debtors' claims and noticing agent. The lead debtor, QCE Finance LLC, scheduled $737,000 in total assets plus "undetermined amounts". It scheduled $618 million plus "undetermined amounts" as liabilities. The U.S. Trustee has appointed a seven-member official committee of unsecured creditors. The Committee has tapped Cousins Chipman & Brown LLP's Scott D. Cousins, Esq., and Ann Kashishian, Esq.; and Otterbourg P.C.'s Scott L. Hazan, Esq., Jenette A. Barrow- Bosshart, Esq., and David M. Posner, Esq., as counsel. Avenue Capital Management II, L.P. and its affiliates are represented by John J. Rapisardi, Esq., and Joseph Zujkowski, Esq., at O'Melveny & Myers LLP in New York. Fortress Investment Group and its affiliates are represented by Skadden Arps Slate Meagher & Flom's Van C. Durrer, Esq. Co-counsel to the Consenting First Lien Lenders are Milbank Tweed Hadley & McCloy's Thomas R. Kreller, Esq., and David B. Zolkin, Esq., and Morris Nichols Arsht & Tunnell's Robert J. Dehney. Counsel to the First Lien Agent is Ropes & Gray's Mark R. Somerstein. Counsel to the Second Lien Agent is Pillsbury Winthrop's Bart Pisella, Esq., and Timothy P. Kober, Esq. Counsel to Vectra Bank Colorado, National Association, is Kasowitz Benson's Adam L. Shiff, Esq. Quiznos' Plan of Reorganization was confirmed by the U.S. Bankruptcy Court in Wilmington, Delaware on May 12, 2014. The company on July 1, 2014, disclosed that it has successfully completed its financial restructuring and emerged from Chapter 11. REVEL AC: Investor Aims to Bring Back Atlantic City --------------------------------------------------- Tom Corrigan and Craig Karmin, writing for The Wall Street Journal, reported that Glenn Straub, the Florida real-estate developer, who recently acquired Revel AC LLC, has a $500 million plan to turn blighted Atlantic City, New Jersey, into a family-friendly destination includes a waterpark, Ferris Wheel, a man-made mountain for skiing and snowboarding and a soccer franchise. According to the report, he also aims to attract visitors from around the world by expanding Atlantic City's airport and opening a Revel university that would appeal to "geniuses" looking to solve global problems like disease and nuclear-waste disposal. About Revel AC Revel AC, Inc. -- http://www.revelresorts.com/-- owns and operates Revel, a Las Vegas-style, beachfront entertainment resort and casino located on the Boardwalk in the south inlet of Atlantic City, New Jersey. Revel AC Inc. and five of its affiliates sought bankruptcy protection (Bankr. D.N.J. Lead Case No. 14-22654) on June 19, 2014, to pursue a quick sale of the assets. The Chapter 11 cases are assigned to Judge Gloria M. Burns. The Debtors' Chapter 11 cases are jointly consolidated for procedural purposes. Revel AC estimated assets ranging from $500 million to $1 billion, and the same amount of liabilities. White & Case, LLP, and Fox Rothschild, LLP, serve as the Debtors' Counsel, and Moelis & Company, LLC, is the investment banker. The Debtors' solicitation and claims agent is Alixpartners, LLP. The prepetition first lenders are represented by Cadwalader, Wickersham & Taft LLP. The prepetition second lien lenders are represented by Paul, Weiss, Rifkind, Wharton & Garrison LLP. The DIP agent is represented by Milbank, Tweed, Hadley & McCloy LLP. This is Revel AC's second trip to bankruptcy. The company first sought bankruptcy protection (Bankr. D.N.J. Lead Case No. 13- 16253) on March 25, 2013, with a prepackaged plan that reduced debt by $1.25 billion. Less than two months later on May 15, 2013, the 2013 Plan was confirmed and became effective on May 21, 2013. RIVERWALK JACKSONVILLE: Jan. 14 Hearing on Bid for Cash Use ----------------------------------------------------------- The U.S. Bankruptcy Court will convene a hearing on Jan. 14, 2015, at 11:30 a.m., to consider Riverwalk Jacksonville Development, LLC's motion for continued authorization to use cash collateral and current adequate protection arrangement. The essential terms of the continued use of cash collateral and adequate protection arrangement are: -- a request for authority to continue to use Sabadell's and U.S. Century's respective cash collateral interests in accordance with the proposed budget, with a deviation limited to 10% per line item, for ordinary costs and expenses of maintaining and preserving the properties; -- as to U.S. Century Bank, because U.S. Century has a substantial equity cushion in the Debtor's property subject to its lien and is adequately protected by its equity cushion, a request for authority to continue to provide maintenance and upkeep of the properties, payment of real estate taxes, and timely payment of U.S. Trustee fees as adequate protection to U.S. Century; and -- as to Sabadell Bank, a request for authority to continue to provide maintenance and upkeep of the properties, escrow payments of real estate taxes, and timely payment of U.S. Trustee fees as adequate protection to Sabadell, plus: (a) continued payment and delivery of Charthouse restaurant rents directly to Sabadell in the amount of $5,095 per month; (b) payment to Sabadell of real estate taxes on the property by Charthouse pursuant to its lease obligation to pay real estate taxes; (c) payment of $5,000 per month to Sabadell by the Debtor on the 28th day of each month, to be held by Sabadell in escrow and applied by Sabadell (along with the Charthouse payment of real estate taxes) to the 2015 real estate tax obligation; (d) payments of $5,000 per month to Sabadell by the Debtor on the 28th day of each month as and for additional adequate protection. The Debtor relates that it has filed its Plan of Reorganization and Disclosure Statement and the negotiations which are described in the Disclosure Statement are being reduced to contract. The Disclosure Statement approval hearing is also scheduled for Jan. 14, at 11:30 a.m. About Riverwalk Jacksonville Development Riverwalk Jacksonville Development, LLC, owns four parcel of real property located in areas surrounding the Wyndham Hotel and Convention Center. The properties comprise approximately 10.4 acres and constitute prime downtown commercial space. The occupants of the area are a Chart House restaurant, various office building and parking amenities. Three of the four properties are encumbered to Sabadell and U.S. Century Bank. There is, in fact, substantial equity in all of the properties. Riverwalk Jacksonville Development filed a Chapter 11 bankruptcy (Bankr. S.D. Fla. Case No. 14-19672) on April 28, 2014, in Miami. The Debtor estimated assets of at least $10 million and debts of at least $1 million. Geoffrey S. Aaronson, Esq., at Aaronson Schantz P.A. serves as the Debtor's counsel. Judge Laurel M Isicoff oversees the case. To fund the Plan, the Debtor contemplates a transaction which will generate sufficient funds on the Effective Date, to either pay all Allowed Claims in full or to pay all Allowed Claims in full with the exception of Sabadell and U.S. Century, whose debts will be cured on the Effective Date. The transaction will be sufficient as well to generate funds sufficient to satisfy approved administrative expenses on the Effective Date. RODNEY WEIDENBENNER: Admin. Freeze Violates Stay, NY Court Rules ---------------------------------------------------------------- Chief Judge Cecelia G. Morris of the U.S. Bankruptcy Court for the Southern District of New York, in the Chapter 7 cases involving two individuals, ruled in December that the administrative freeze on the Debtors' bank accounts by Wells Fargo Bank, N.A., violated the automatic stay, the turnover provisions of the Bankruptcy Code do not excuse the violation, and the Debtors have standing to prosecute the violation and are entitled to actual damages. The Debtors -- Rodney Wayne Weidenbenner and Michele Ann Weidenbenner -- filed for Chapter 7 relief on March 7, 2014. At the time of filing, the Debtors had four deposit accounts at Wells Fargo. In the petition, the Debtors claimed as exempt the total amount of the balances in the bank accounts pursuant to Section 522(d)(5) of the Bankruptcy Code. A few days after the Petition Date, Wells Fargo placed an "administrative pledge" on all four of the Debtors' accounts in the aggregate amount of $6,923. Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that Judge Morris, in her opinion, disagreed with a decision handed down in late August by the U.S. Ninth Circuit Court of Appeals in San Francisco which reasoned there was no stay violation resulting from a bank freeze. Where the Ninth Circuit said there was no stay violation in the first 30 days because the account then belonged to the estate not to the bankrupts, Judge Morris said that Section 542(k) gives an individual damages for "any willful violation of the stay," the report related. The case is In re Rodney Wayne Weidenbenner and Michele Ann Weidenbenner, Case No. 14-35443 (Bankr. S.D.N.Y.). A full-text copy of Judge Morris' Decision dated Dec. 12, 2014, is available at http://bankrupt.com/misc/WEIDENBENNER1212.pdf RONALD DEMASI: State Court Liability Not Dondischargeable --------------------------------------------------------- Bankruptcy Judge Michael G. Williamson granted the request for summary judgment filed by Dr. Ravi Kondapalli, by and on behalf of Gulf Coast Digestive Health Center, PL, seeking a determination that debtor Dr. Ronald DeMasi's state court liability is nondischargeable as a matter of law. In December 2012, a Florida state court determined that Dr. DeMasi was liable for defrauding Gulf Coast. Judge Williamson held that Bankruptcy Code Sec. 523(a)(2)(A) provides that a discharge under the Bankruptcy Code does not discharge a debtor from liability for money, property, services, or credit obtained by fraud. A copy of the Court's January 9, 2015 Memorandum Opinion and Order is available at http://is.gd/7PDae6from Leagle.com. Counsel for Plaintiff are: Zala L. Forizs, Esq. MCINTYRE, PANZARELLA, THANASIDES, ET AL. 501 East Kennedy Blvd., Suite 1900 Tampa, FL 33602 Tel: 844-511-4800 E-mail: zala@mcintyrefirm.com - and - Stuart J. Levine, Esq. Heather A. DeGrave, Esq. WALTERS, LEVINE, KLINGENSMITH & THOMISON 1819 Main Street Suite 1110 Sarasota, FL 34236 E-mail: slevine@walterslevine.com hdegrave@walterslevine.com Counsel for Defendant are: David S. Jennis, Esq. Kathleen L. DiSanto, Esq. JENNIS & BOWEN, P.L. 400 North Ashley Drive #2540 Tampa, FL 33602 Tel: (813) 229-1700 Ronald W. DeMasi and Susan J. DeMasi filed for Chapter 11 bankruptcy (Bankr. M.D. Fla. Case No. 13-08406) on June 26, 2013. SEVEN COUNTIES: Seeks Approval of NextGen Settlement ---------------------------------------------------- Seven Counties Services, Inc., asks the Bankruptcy Court to approve a compromise and settlement of claims with NextGen Healthcare Information Systems, LLC (as successor-in-interest to NextGen Healthcare Information Systems, Inc.) and its parent Quality Systems, Inc. On Sept. 16, 2011, the parties entered into a Software License & Services Agreement for NextGen to supply and install certain electronic health record software for use by Seven Counties in its behavioral health operations. On June 28, 2013, Seven Counties filed a motion to reject the License as an executory contract. On July 1, 2013, the Bankruptcy Court granted the motion to reject the license. On Jan. 16, 2014, Seven Counties filed an adversary action against NextGen, stating claims against NextGen for fraudulent transfer, breach of the license and the implied covenant therein, fraud, negligent misrepresentation, and quasi-contract. In this relation, Seven Counties requests that the Court approve the settlement and release agreement. Pursuant to the settlement agreement, NextGen will pay Seven Counties a sum of $200,000 within ten business days after the approval of the settlement motion in full satisfaction of the claims by and between Seven Counties and NextGen, in exchange for a mutual general release. The exact amount of the payment is redacted from Exhibit A. NextGen would not be willing to conclude the settlement if the precise amount were required to be made public. Given that Seven Counties plans to pay all allowed claims in full in accordance with a pending plan of reorganization. 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. SIFCO SA: Gets Approval of Deal With BNY Mellon, Noteholders ------------------------------------------------------------ U.S. Bankruptcy Judge Robert Gerber approved an agreement entered into by Sifco S.A.'s foreign representative, The Bank of New York Mellon and the ad hoc committee representing senior secured noteholders. The agreement allows BNY Mellon to use the funds deposited in a so-called Debt Service Reserve Account to pay those fees and expenses incurred in connection with Sifco's Chapter 15 case and judicial reorganization in Brazil. BNY Mellon is also allowed to establish a reserve in a segregated account for the payment of fees and expenses it will incur in the future. What is left after the establishment of the reserve will be distributed to certain holders of senior secured notes previously issued by Sifco. The current balance of the Debt Service Reserve Account is more than $8.6 million, according to court filings. A copy of the agreement is available without charge at http://is.gd/HTkuvI About SIFCO SA Brazilian company SIFCO SA began its operations in 1958, and today it believes that it is the sole producer and supplier of front axles and I-beams for trucks and buses in South America. SIFCO's management and engineers are located outside Sao Paulo, Brazil in the City of Jundiai, Brazil, where the Company also maintains manufacturing and foundry facilities. In the 1960s, SIFCO was dedicated to supplying the then-recently created domestic Brazilian automotive industry. Eventually, SIFCO began producing high technology forging components in compliance with the most comprehensive requirements of several automotive industry segments, such as tractors and agricultural machines, among others. SIFCO commenced a bankruptcy restructuring in Brazil on April 22, 2014. A day later, on April 23, it filed a Chapter 15 petition in U.S. Bankruptcy Court (Bankr. S.D.N.Y. Case No. 14-11179) in Manhattan, New York. SIFCO distributes products in the U.S. through Westport Axle Corp., which was a subsidiary until it was sold in late 2013. The petition shows assets of less than $500 million and debt exceeding $500 million. SIFCO has $75 million outstanding on senior secured notes with Bank of New York Mellon Corp. as agent. SIFCO is owned by Sifco Metals Participacoes S.A. which is a privately owned company. SIFCO is represented in the U.S. proceedings by Duane Morris LLP, in New York. SOURCE HOME: Exclusive Solicitation Period Extended to April 21 --------------------------------------------------------------- Judge Kevin Gross of the U.S. Bankruptcy Court for the District of Delaware extended Source Home Entertainment, LLC, et al.'s exclusive plan filing period through and including Feb. 18, 2015, and their exclusive solicitation period through and including April 21, 2015. The Debtors have filed a Chapter 11 plan of liquidation and an explanatory disclosure statement, which will allow the Debtors to wind down and distribute their assets to creditors in a timely manner. The Debtors, however, need more time to continue to work with their lenders and the Official Committee of Unsecured Creditors to reach a global agreement on the complex issues that are crucial to the confirmation of the Debtors' Plan, Ryan M. Bartley, Esq., at Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware, tells the Court. Judge Gross on Jan. 12, 2015, approved the Debtors' disclosure statement and scheduled a hearing on Feb. 20, 2015, at 9:00 a.m. (ET) to consider confirmation of the Debtors' plan. About Source Home Entertainment and Source Interlink Headquartered in Bonita Springs, Florida, Source Home Entertainment, LLC, manufactures front-end retail checkout displays and is a leading distributor of books, periodicals, and other printed material. Its distribution network spans over 32,500 retail locations in the U.S. and abroad. In the twelve months ended April 30, 2014, Source Home generated revenues totaling approximately $600 million on a consolidated basis. As of March 31, 2014, Source Home had assets (not including goodwill or intangibles) of $205 million and liabilities of approximately $290 million. Source Interlink Distribution, LLC disclosed $82,729,238 in assets and $104,521,951 in liabilities. Source Home, Source Interlink Manufacturing, LLC, and other affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 14-11553) on June 23, 2014, to sell their front-end retail display fixtures business to lenders, absent higher and better offers. The Debtors are winding down their books distribution business. The Debtors have tapped Kirkland & Ellis LLP as general bankruptcy and corporate counsel; Young Conaway Stargatt & Taylor, LLP, as co-counsel, FTI Consulting, Inc., as crisis and turnaround advisor; and Kurtzman Carson Consultants, LLC, as claims agent. Stephen Dube has been designated by the Debtors to act as chief restructuring officer and Joshua Korsower to act as chief financial officer. The United States Trustee for Region 3 appointed seven creditors to serve on the Official Committee of Unsecured Creditors. The Committee is represented by Lowenstein Sandler LLP, and Duane Morris LLP. The Committee tapped PricewaterhouseCoopers LLP as its financial advisor. SOURCE HOME: Plan Confirmation Hearing Set for Feb. 20 ------------------------------------------------------ Judge Kevin Gross of the U.S. Bankruptcy Court for the District of Delaware on Jan. 12, 2015, approved Source Home Entertainment, LLC, et al.'s disclosure statement and scheduled a hearing on Feb. 20, 2015, at 9:00 a.m. (ET) to consider confirmation of the Debtors' Chapter 11 liquidation plan. The plan proposes to give less than 1% to holders of general unsecured claims. Holders of Other Priority Claims, Other Secured Claims, and Revolving Credit Claims will recover 100% of their allowed claim amount. On the effective date, the General Unsecured Claims Reserve will be funded from the GUC Reserve Funding Source with $4.5 million, subject to certain adjustments. A key component of the Plan is the Sale Transaction. Prior to the Petition Date, the Debtors engaged in arm's-length negotiations with the Term Loan Lenders regarding a potential sale of substantially all of the assets of the Retail Display Business. These negotiations culminated with the execution of the asset purchase agreement, dated June 22, 2014, by and among the Debtors and Cortland Capital Market Services LLC. An auction for the Debtors' assets was not pushed through because no qualified bid, aside from Cortland's, was received by the Sept. 12, 2014, deadline despite the Debtors' best efforts. Accordingly, the sale transaction contemplated by the Cortland Purchase Agreement was the successful bid. Pursuant to the Purchase Agreement, the Purchaser will credit bid $24 million of its secured claims under the Term Loan Facility in exchange for substantially all of the assets comprising the Retail Display Business and $4 million in cash and cash equivalents, subject to certain adjustments. The Purchaser will also assume certain material liabilities in connection with the Retail Display Business, including certain cure obligations and employee- and payroll-related liabilities. Deadline to file objections to the confirmation of the Plan and submit votes to accept or reject the Plan is Feb. 13. Deadline to file voting report is Feb. 17. Blacklined versions of the Plan and Disclosure Statement dated Jan. 9, 2015, are available at: http://bankrupt.com/misc/SOURCEHOMEds0109.pdf About Source Home Entertainment and Source Interlink Headquartered in Bonita Springs, Florida, Source Home Entertainment, LLC, manufactures front-end retail checkout displays and is a leading distributor of books, periodicals, and other printed material. Its distribution network spans over 32,500 retail locations in the U.S. and abroad. In the twelve months ended April 30, 2014, Source Home generated revenues totaling approximately $600 million on a consolidated basis. As of March 31, 2014, Source Home had assets (not including goodwill or intangibles) of $205 million and liabilities of approximately $290 million. Source Interlink Distribution, LLC disclosed $82,729,238 in assets and $104,521,951 in liabilities. Source Home, Source Interlink Manufacturing, LLC, and other affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 14-11553) on June 23, 2014, to sell their front-end retail display fixtures business to lenders, absent higher and better offers. The Debtors are winding down their books distribution business. The Debtors have tapped Kirkland & Ellis LLP as general bankruptcy and corporate counsel; Young Conaway Stargatt & Taylor, LLP, as co-counsel, FTI Consulting, Inc., as crisis and turnaround advisor; and Kurtzman Carson Consultants, LLC, as claims agent. Stephen Dube has been designated by the Debtors to act as chief restructuring officer and Joshua Korsower to act as chief financial officer. The United States Trustee for Region 3 appointed seven creditors to serve on the Official Committee of Unsecured Creditors. The Committee is represented by Lowenstein Sandler LLP, and Duane Morris LLP. The Committee tapped PricewaterhouseCoopers LLP as its financial advisor. STW RESOURCES: Needs Additional Financing to Fund Operations ------------------------------------------------------------ STW Resources Holding Corp. filed its quarterly report on Form 10-Q, disclosing a net loss of $5.31 million on $4.8 million of revenue for the three months ended Sept. 30, 2014, compared with net income of $2.38 million on $147,617 of revenue for the same period last year. The Company's balance sheet at Sept. 30, 2014, showed $4.09 million in total assets, $22.3 million in total liabilities, and a stockholders' deficit of $18.2 million. The Company incurred a net loss of $11.6 million during the nine months ended Sept. 30, 2014, and losses are expected to continue in the near term. The accumulated deficit since inception is $36.0 million at Sept. 30, 2014. The Company has been funding operations through private loans and the sale of common stock in private placement transactions. Its cash resources are insufficient to meet planned business objectives without additional financing. These and other factors raise substantial doubt about its ability to continue as a going concern, according to the regulatory filing. A copy of the Form 10-Q is available at: http://is.gd/OYtWHk Based in Midland, Texas, STW Resources Holding Corp. provides customized water reclamation services in the United States. The company conducts its operations through Water Reclamation Services, and Oil and Gas Services segments. It utilizes water reclamation technologies to reclaim fresh water from contaminated oil and gas hydraulic fracture flow-back salt water that is produced in conjunction with the production of oil and gas. SUNTECH AMERICA: Files for Chapter 11 Bankruptcy Protection ----------------------------------------------------------- Suntech America, Inc., (Bankr. D. Del. Case No. 15-10054) and Suntech Arizona, Inc. ((Bankr. D. Del. Case No. 15-10056) filed for Chapter 11 bankruptcy protection on Jan. 12, 2015. The petitions were signed by Robert Moon, chief restructuring officer. Judge Christopher S. Sontchi presides over the case. Mark D. Collins, Esq., Paul Noble Heath, Esq., William A. Romanowicz, Esq., Zachary I Shapiro, Esq., at Richards, Layton & Finger, P.A., serve as the Debtors' bankruptcy counsel. Upshot Services LLC is the Debtors' claims and noticing agent. Suntech Group Chief Restructuring Officer Robert Moon said in court documents that Suntech America was forced to file for bankruptcy due to "a rapid decrease in the price of solar panels due to an expansion of Chinese solar panel manufacturing capacity." Michael Bathon at Bloomberg News relates that the U.S. government's effort to bolster the domestic solar industry by imposing tariffs on foreign products hurt Suntech America, and the sale of Wuxi Suntech crippled its manufacturing ability, forcing the Suntech Group to shift to selling and distributing. The Debtors estimated their assets at between $100 million and $500 million, and their debts at between $100 million and $500 million. Court documents show that Wuxi Suntech Power Co. is the largest unsecured creditor, owed about $143.9 million for a former inter-company claim. Headquartered in San Francisco, California, Suntech America, Inc., aka Suntech Power, an affiliate of Wuxi, China-based Suntech Power Holdings Corp., 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. SWEPORTS LTD: 7th Cir. Says Bankr. Court Must Rule on Fee Request ----------------------------------------------------------------- A three-judge panel of the United States Court of Appeals, Seventh Circuit, reversed and remanded a bankruptcy court ruling that denied the request for award of fees in the bankruptcy case of Sweports Ltd. The case is a direct appeal from the bankruptcy court for the Northern District of Illinois. The question it presents is the authority of a bankruptcy judge to make an award of fees after dismissal of the bankruptcy proceeding and the consequent revesting of the assets of the debtor's estate in the debtor. The fees in question are sought by the counsel (Neal L. Wolf) for, and a financial advisor (Pierre Benoit, whom Wolf also represents) to, the Official Committee of Unsecured Creditors in the case. Wolf has been a member of two law firms during this litigation. Benoit's financial advisory firm, Pierre Benoit & Associates, are also parties to the appeal, but seek no additional relief and can therefore be ignored. The bankruptcy judge denied the awards on the ground that, the bankruptcy having been dismissed, he had no jurisdiction to make such awards. He reasoned that the awards could be paid only out of the assets of the debtor's estate, and there were no such assets now that the bankruptcy had been dismissed and consequently all the assets of the debtor's estate had been returned to the debtor. According to the Seventh Circuit, there is a critical difference, missed by the bankruptcy judge, between determining an entitlement to fees and ordering payment of fees. Wolf's final fee request sought a total of more than $1.13 million -- plus some $100,000 in fees and expenses for Benoit, the financial consultant whom Wolf was and is representing. "The bankruptcy judge refused to issue such an order not because he thought Wolf's claim to the rest of the fee without merit, but because he thought that having dismissed the bankruptcy he had no authority to issue any further order relating to it. There was no longer a debtor in possession, no longer a debtor's estate in bankruptcy, no longer any assets under the control of the bankruptcy court, and therefore, he decided, no possible relief that he could grant Wolf. That was incorrect. It's true that with the bankruptcy dismissed the bankruptcy judge could no longer disburse assets of the debtor's estate to anyone; it had no assets; it was defunct. But the judge could determine that Wolf had a valid claim to a fee in the amount he was seeking. Such a ruling would create a debt of Sweports to Wolf, and if Sweports refused (as Wolf expects it would) to pay, he could, like any other creditor, sue Sweports in state court," the Seventh Circuit said. A copy of the Seventh Circuit's January 9, 2015 decision is available at http://is.gd/EyDpKKfrom Leagle.com. About Sweports Sweports, Ltd., owns patents and a subsidiary called UMF Corporation that manufactures antimicrobial cleaning products; UMF apparently is Sweports' principal asset. An involuntary Chapter 11 petition (Bankr. N.D. Ill. Case No. 12-14254) was filed against Sweports, Ltd., based in Skokie, Illinois, on April 9, 2012. Sweports, Ltd., is represented by Ariel Weissberg at Weissberg & Associates, Ltd. The creditors who signed the involuntary petition are Michael J. O'Rourke, Michael C. Moody and John A. Dore, judgment creditors who assert they are each owed $345,000. Neal L. Wolf, Esq., at Neal Wolf & Associates, LLC, represents the petitioning creditors. On Nov. 21, 2012, the Court entered an Order for Relief in the case. Since then, Sweports has been managing its assets as a debtor-in- possession. Judge A. Benjamin Goldgar is presiding over the case. On Dec. 12, 2012, the Office of the United States Trustee for the Northern District of Illinois appointed these creditors to serve on the Committee: Lee N. Abrams, John A. Dore, Michael C. Moody, Michael O'Rourke and Perkaus & Farley, LLC. Mr. Moody is the Chairperson. The Committee retained Neal Wolf & Associates, LLC, as counsel. Both Sweports and the Official Committee filed plans of reorganization. The bankruptcy judge rejected the plans. The U.S. Trustee then moved that Sweports' bankruptcy either be converted from Chapter 11 to Chapter 7 (liquidation) or dismissed. Neither Sweports nor the creditors favored conversion, and so the bankruptcy judge dismissed the bankruptcy. TTM TECHNOLOGIES: S&P Retains 'BB' CCR on CreditWatch Negative -------------------------------------------------------------- Standard & Poor's Ratings Services said that its ratings on Costa Mesa, Calif.-based TTM Technologies Inc. remain on CreditWatch with negative implications, where S&P had placed them on Sept. 22, 2014. The ratings include the 'BB' corporate credit rating on TTM and 'BB' issue-level rating on the company's senior unsecured debt. "We expect to lower the corporate credit rating on TTM to 'B+' rom 'BB' and remove it from CreditWatch after the company's acquisitions of Viasystems Group Inc. Closes," said Standard & Poor's credit analyst Christian Frank. "We would also lower our issue-level rating on the company's senior unsecured convertible notes (which will remain part of the new capital structure) to 'B-' from 'BB' and revise the recovery rating to '6' from '4'." The '6' recovery rating would indicate S&P's expectation for negligible recovery (0%-10%) in the event of payment default. S&P is assigning its 'B+' issue-level rating and '3' recovery rating to TTM's proposed $765 million senior secured term loan due 2022. The '3' recovery rating indicates S&P's expectation for meaningful recovery (50%-70%; at the higher end of the range) in the event of payment default. S&P expects the company to use the debt proceeds to fund the cash portion of the purchase price, to refinance debt at both companies, and to pay fees related to the acquisition. The prospective downgrades reflect leverage in the mid-4x area pro forma for the acquisition (but excluding management's cost saving adjustments) as of Sept. 29, 2014, which represent an increase from actual leverage of 3.3x. Although S&P believes TTM will benefit from the increased scale, improved end-market and customer diversity, and cost-saving opportunities, S&P's assessment of the company's business risk profile as "weak" remains unchanged because of the fragmented and competitive environment in which it operates, cyclical demand, and wage pressures, particularly in its Asian factories. S&P will monitor developments related to the proposed acquisition, including required regulatory approvals, and resolve the CreditWatch placement after the transaction closes. "We will lower the rating to 'B+' from 'BB' if TTM completes the transaction and finances it as we expect," said Mr. Frank. "If TTM does not complete the acquisition, we will review our expectations for the company's operating performance and its financial risk profile before resolving the CreditWatch." UNITEK GLOBAL: Exits Chapter 11, Appoints Interim CEO ----------------------------------------------------- UniTek Global Services on Jan. 13 disclosed that it has emerged from chapter 11. UniTek emerges with significantly less debt, supportive customers and vendors, and a focused strategy to provide infrastructure services to the satellite television, broadband cable, wireless telecommunications, transportation and public safety industries through its highly-skilled technical workforce. The Company also appointed John Haggerty to the position of interim Chief Executive Officer. Mr. Haggerty will succeed Rocky Romanella who successfully steered the Company through the chapter 11 process. Mr. Haggerty brings 25 years of experience leading companies across a range of industries including extensive experience in the construction and distribution sectors. Known for his hands-on style, he will be focused on maximizing the performance of UniTek's existing business lines and identifying areas for profitable growth. UniTek is now majority-owned by New Mountain Finance Corporation and entities managed by Littlejohn & Co., LLC, both of whom have extensive private equity expertise, as well as deep relationships in the specialty contracting and fulfillment services industries. Under the Plan of Reorganization, which was confirmed by the U.S. Bankruptcy Court for the District of Delaware on January 5, New Mountain Finance Corporation, Littlejohn and the Company's other lenders invested new capital to support the Company's recapitalization and all valid unsecured claims were either paid in full or assumed in the ordinary course of business and left unimpaired. Additionally, the Company reduced the par amount of its existing secured debt by over 40% through a debt-for-equity "swap" and achieved a substantial interest rate reduction on its remaining debt. Through the efforts of all constituents, the Company emerges from bankruptcy within the timeframe announced when it filed its voluntary petition on November 3, 2014. Throughout the chapter 11 process, UniTek fully honored all commitments to employees, customers and suppliers while managing day-to-day operations as usual. About UniTek Global Services UniTek Global Services, Inc., based in Blue Bell, Pennsylvania, provides fulfillment and infrastructure services to media and telecommunication companies in the United States and Canada. On Nov. 3, 2014 UniTek Global and nine subsidiary companies filed petitions in the United States Bankruptcy Court for the District of Delaware seeking relief under chapter 11 of the United States Bankruptcy Code. The Debtors are seeking to have their cases jointly administered for procedural purposes, with pleadings to be maintained on the case docket for UniTek Global Services, Inc., Case No. 14-12471. The Debtors have tapped Morgan, Lewis & Bockius LLP as counsel; Young, Conaway, Stargatt & Taylor, LLP, as co-counsel; Miller Buckfire & Co. LLC, as financial advisor; Protiviti Inc., and Epiq Bankruptcy Solutions, LLC, as claims and noticing agent. As of Sept. 30, 2014, the Debtors have 2,500 employees, substantially all of whom are full-time. UniTek Global reported a net loss of $52.07 million on $472 million of revenues for the year ended Dec. 31, 2013, as compared with a net loss of $77.7 million on $438 million of revenues in 2012. The Company's balance sheet at March 29, 2014, showed $250 million in total assets against $257 million in total liabilities. VALUE PROPERTIES: Case Summary & 12 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Value Properties, Inc. 2720 Des Plaines Rd., Suite 34 Des Plaines, IL 60018 Case No.: 15-00856 Chapter 11 Petition Date: January 12, 2015 Court: United States Bankruptcy Court Northern District of Illinois (Chicago) Judge: Hon. Jacqueline P. Cox Debtor's Counsel: Ben L Schneider, Esq. SCHNEIDER & STONE 8424 Skokie Blvd., Suite 200 Skokie, IL 60077 Tel: 847-933-0300 Fax: 847-676-2676 Email: ben@windycitylawgroup.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Alan Washer, president. A list of the Debtor's 12 largest unsecured creditors is available for free at http://bankrupt.com/misc/ilnb15-00856.pdf VALUESETTERS INC: Has Insufficient Cash to Fund Operations ---------------------------------------------------------- Valuesetters Inc. filed its quarterly report on Form 10-Q, disclosing a net income of $167,000 on $39,800 of revenue for the three months ended Oct. 31, 2014, compared with a net loss of $4,880 on $1,420 of revenue for the same period last year. The Company's balance sheet at Oct. 31, 2014, showed $1.85 million in total assets, $2.27 million in total liabilities, and a stockholders' deficit of $421,000. The Company has sustained recurring losses from its continuing operations and as of Oct. 31, 2014, had negative working capital of $576,000 and a stockholders' deficit of $421,000. In addition, the Company is unable to meet its obligations as they become due and sustain its operations. The Company believes that its existing cash resources are not sufficient to fund its continuing operating losses, capital expenditures, lease and debt payments and working capital requirements. A copy of the Form 10-Q is available at: http://is.gd/rSPbiE Naugatuck, Conn.-based Valuesetters Inc. operates as an Internet- based game company. It operates chess.net, which allows subscribers to play ranked chess games against international competitors worldwide. The company also focuses on the digital delivery of games, apps, movies, and music through its mobile content delivery platform. VILLAGE AT NIPOMO: Claims Paid; Case Dismissed ---------------------------------------------- Bankruptcy Court Alan M. Ahart dismissed the Chapter 11 case of The Village at Nipomo, LLC. According to the dismissal order, the U.S. Trustee will have judgment for any unpaid fees. Interest holder and party-in-interest Edwin F. Moore responded to the Debtor's answer to the Court's Nov. 26, 2014 order to show cause why the case must not be dismissed or converted to a case under Chapter 7, stating that since all members of the Debtor LLC agree that the case should be dismissed, it should be. The majority of the members said that only four claims were filed in the case, and all the claims have been paid or satisfied. About Village at Nipomo The Village at Nipomo, LLC, operator of a shopping center in Tefft and Mary Streets, in Nipomo, California, sought Chapter 11 protection (Bankr. C.D. Cal. Case No. 13-13593) on May 28, 2013. The company sought bankruptcy protection following efforts by Pacific Western Bank to appoint a receiver for the Debtor's commercial shopping center known as "The Village at Nipomo". VAN LLC was formed by Edwin F. Moore, who is currently a member of the Debtor, holding a 25 percent interest in the company. Edwin Moore and Carolyn W. Moore earlier filed a separate Chapter 11 petition (Case No. 12-15817). The Debtor disclosed $11.8 million in assets and $9.65 million in liabilities as of the Chapter 11 filing. The Debtor is represented by Illyssa I. Fogel, Esq., at Illyssa I. Fogel & Associates. WATSON SERVICES: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Watson Services, Inc. 47 Grand Street Newburgh, NY 12550 Case No.: 15-35048 Nature of Business: Food service Chapter 11 Petition Date: January 13, 2015 Court: United States Bankruptcy Court Southern District of New York (Poughkeepsie) Judge: Hon. Cecelia G. Morris Debtor's Counsel: Mike Pinsky, Esq. HAYWARD, PARKER, O'LEARY & PINSKY 225 Dolson Ave, Suite 303 PO Box 929 Middletown, NY 10940-0929 Tel: 845-343-6227 Fax: 845-343-1927 Email: hpoplaw@gmail.com Total Assets: $1.10 million Total Liabilities: $2.52 million The petition was signed by Frederick A. Watson, president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/nysb15-35048.pdf WMK PROPERTIES: Case Summary & 7 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: WMK Properties, Inc. PO Box 3243 Palm Beach, FL 33480 Case No.: 15-10576 Nature of Business: Single Asset Real Estate Chapter 11 Petition Date: January 12, 2015 Court: United States Bankruptcy Court Southern District of Florida (West Palm Beach) Judge: Hon. Paul G. Hyman, Jr. Debtor's Counsel: Joe M. Grant, Esq., Esq. MARSHALL SOCARRAS GRANT, P.L. 197 S. Federal Hwy #300 Boca Raton, FL 33432 Tel: (561) 3611000 Fax: 561.672.7581 Email: jgrant@msglaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Frederick J. Keitel, III, president. A list of the Debtor's seven largest unsecured creditors is available for free at http://bankrupt.com/misc/flsb15-10576.pdf XTREME POWER: Goes to Feb. 5 Plan-Approval Hearing -------------------------------------------------- Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that a bankruptcy judge in Texas approved the disclosure statement explaining Xtreme Power Inc.'s liquidating Chapter 11 plan and scheduled a Feb. 5 hearing to consider confirmation of the same plan. As previously reported by The Troubled Company Reporter, the Plan provides that the assets of the Debtors' estates will fund the plan trust that will in turn pay allowed administrative claims and then make certain distributions in accordance with the terms of a mediated settlement agreement. The distributions will be based on the allocation of sales proceeds from sales of the Debtors' assets and litigation rights. The Plan appoints Angelo A. DeCaro, Jr., to serve as plan trustee for the plan trust. About Xtreme Power Founded in November 2006, Xtreme Power Inc. and its affiliates designed, installed, and monitored energy storage and power management systems. Xtreme Power was headquartered in Kyle, Texas, with operations throughout the U.S. Xtreme Power Inc. and two affiliates filed Chapter 11 bankruptcy petitions (Bankr. W.D. Tex. Lead Case No. 14-10096) in Austin, Texas, on Jan. 22, 2014. Judge Christopher H. Mott presides over the case. The Debtors have tapped Shelby A. Jordan, Esq., at Jordan, Hyden, Womble, Culbreth & Holzer, P.C., as bankruptcy counsel. The Debtors engaged Gordian Group, LLC, as investment banker and financial advisor. In addition, Baker Botts LP is serving as special counsel for transactions; Bracewell & Giuliani LLP is special counsel for certain litigation matters; Griggs & Spivey is special Counsel for the ECI litigation; Fish & Richardson P.C. is special counsel for patents and trademarks; and The Wenmohs Group has been tapped tax returns Debtor Power Inc. scheduled $7,004,915 in total assets and $65,743,283 in total liabilities. Debtor Power Grove scheduled $5,179,692 in total assets and $31,882,277 in total liabilities. Power Systems scheduled $4,303,921 in total assets and $87,666,873 in total liabilities. The Creditors' Committee is represented by Eric J. Taube, Esq., Mark C. Taylor, Esq., and Morris D. Weiss, Esq., at Hohmann, Taube & Summers, LLP, in Austin, Texas. Younicos was the winning bidder at an auction with a $14 million for the substantially all of the assets of the Debtors. The Court approved the sale by Order dated April 11, 2014, and the transaction closed on April 14, 2014. Upon consummation of the sale to Younicos all the Debtors employees were hired by Younicos. [*] Bankruptcies in San Antonio, Texas Drop Almost 10% in 2014 -------------------------------------------------------------- Patrick Danner, writing for Expressnews.com, reports that consumer and business bankruptcy filings in the San Antonio division of the U.S. Bankruptcy Court for the Western District of Texas dropped almost 10% to 3,161, from the 3,500 recorded in 2013. Expressnews.com relates that consumer Chapter 7 filings in the San Antonio dropped 12.5% in 2014 to 1,317, from 2013, while Chapter 13 filings declined 7.6% to 1,785 in 2014, from 2013. South Central Texas had the second-lowest number of bankruptcy filings in 2014 since the court clerk's office started tracking filings in 1996, Expressnews.com says. The report states that 2014 marked the fifth consecutive year that filings have fallen in the San Antonio division. Expressnews.com quoted William Davis Jr., Esq., at Langley & Banack Inc., as saying, "The local economy has been pretty strong, particularly with the oil and gas economy -- which may be turning around the other way now." The report adds that the increase in employment and decline in home foreclosures also likely contributed to the dropping number of bankruptcy filings. [*] Bankruptcy Filings Nationwide Drop Nearly 12% in 2014 --------------------------------------------------------- Data provided to the American Bankruptcy Institute (ABI) by Epic Systems Inc. show that bankruptcy filings in the U.S. declined almost 12% to 910,090 in 2014, from 1,032,572 filings in 2012. ABI Executive Director Samuel Gerdano said in a statement, "Annual total filings fell for the fifth consecutive year and dipped under 1 million for the first time since 2007. Sustained low interest rates and high costs to file continue to turn consumers and businesses away from the Bankruptcy Code for a financial fresh start." [*] Oil Price Drop Bankrupting Small Oil Firms, CNBC Says --------------------------------------------------------- Elaine Pofeldt, writing for CNBC, reports that the drop in crude oil prices is bankrupting small oil firms. CNBC relates that some big oil firms are already cutting capital budgets and jobs in response to lower oil prices, but it is smaller players in the industry -- ranging from exploration ventures to consultancies -- that are feeling the pain most acutely. According to the report, crude oil prices dropped to less than $50 in early January 2015, from more than $115 per barrel in June 2014. Citing experts, CNBC states that a sustained drop in oil prices could lead to layoffs at the small oil firms. "We're probably going to see some job losses on a fairy significant scale if this keeps up," the report quoted Chad Mabry, a Houston-based analyst in the energy and natural resources research department of boutique investment bank MLV & Co. in New York City, as saying. Calgary, Canada-based Hyperion Exploration president and CEO Trevor Spagrud, under pressure from an activist investor who wanted liquidity, was preparing in December 2014 for the company's sale to Chinese firm Tri-Win International Investment Group, CNBC reports. Citing Mr. Spagrud, the report says that the company was undercapitalized to deliver a "highly repeatable rate of return" in the immediate future, with drilling each well costing $3 million to $4 million when it used horizontal multistage fracking techniques. "We could have tried to raise equity. When an activist investor gets involved, they quickly want full liquidity. We were somewhat hamstrung by that mandate. We have entered into a transaction to do that," the report quoted Mr. Spagrud as saying. ********* 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 ***