/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/150203.mbx T R O U B L E D C O M P A N Y R E P O R T E R Tuesday, February 3, 2015, Vol. 19, No. 34 Headlines 1011778 B.C.: Moody's Rates $7.25BB 1st Lien Loans 'B1' 620 DECATUR: Voluntary Chapter 11 Case Summary ADVENT NETWORKS: Loses $7MM Damages Suit v. Southern Union ALABAMA STATE: S&P Lowers Rating to 'B'; Outlook Negative ALPHA NATURAL: Moody's Lowers Corporate Family Rating to Caa1 AMC NETWORKS: S&P Affirms 'BB' CCR; Outlook Remains Stable AMERICAN MEDIA: Meredith Corp. Deal No Impact on Moody's Caa1 CFR APEX LONG TERM: Tex. App. Tosses Suit Against Original Investors ARRIS GROUP: S&P Raises CCR to 'BB'; Outlook Stable BROOKLYN CENTER: Moody's Raises GOULT Debt Rating to Ba2 CAESARS ENTERTAINMENT: Venue Sound and Fury May Signify Nothing CANDAX ENERGY: Makes Partial Debt Repayment; Obtains Waiver CATHAY GENERAL: Fitch Affirms 'BB+/B' Rating; Outlook Stable CELANESE US: S&P Affirms 'BB+' CCR; Outlook Stable CLIFFS NATURAL: S&P Lowers CCR to 'B'; Outlook Stable CODY SMITH: Houston Judge Bars Using Mediation as First Resort COMMUNITY HEALTH: Fitch Affirms 'B+' IDR; Outlook Negative CORNERSTONE HOMES: Feb. 5 Hearing on Sale of Cattaraugus Property CRAYON ACADEMY: Case Summary & 2 Largest Unsecured Creditors DEAN BROS: Voluntary Chapter 11 Case Summary DELIA*S INC: Committee Proposes Kelley Drye as Counsel DELIA*S INC: Committee Taps Capstone as Financial Advisor DIOCESE OF HELENA: Has $1.75MM Policy Buyback With Great American DOLTON, IL: S&P Withdraws 'BB' Rating on Previously Rated GO Debt EAST WEST: Fitch Affirms BB- Rating on Trust Preferred Securities ENDEAVOUR INT'L: Lease Decision Deadline Extended to May 8 EXIDE TECNOLOGIES: Inks Deal with Creditors, Amends Plan FINDLAY TRUCK: Case Summary & 2 Largest Unsecured Creditors FIRST HORIZON: Fitch Affirms 'B' Preferred Stock Rating FIRST NATIONAL: Fitch Affirms 'BB+' Subordinated Debt Rating FIRST REPUBLIC: Fitch Affirms 'BB' Preferred Stock Rating FLYING STAR CAFES: Case Summary & 20 Largest Unsecured Creditors FULTON CAPITAL: Fitch Affirms 'BB' Preferred Stock Rating GERTRUDE STREET: Case Summary & 20 Largest Unsecured Creditors HERRING CREEK: Disclosure Statement Hearing on Feb. 27 HERRING CREEK: Feb. 6 Hearing on Bid for Buyer's Concessions HERRING CREEK: Selling 2 Properties to Dream for $18 Million HERRING CREEK: UST & NEPCO Object to Buyers' Concessions IBAHN CORP: Seeks Plan Extension Pending Dismissal Ruling IPC CORP: Shift in Term Loan No Impact on Moody's B3 CFR KIOR INC: Feb. 19 Hearing on MDA's Bid to Sue KFT Trust, 5 Others LANTHEUS MEDICAL: S&P Revises Outlook to Stable & Affirms 'B-' CCR LEHMAN BROTHERS: Cash Flow Increases to $90.6 Billion LLS AMERICA: Trustee Wins C$99,250 Judgment Against CLB Holdings LUCAS ENERGY: Lender Waives January Loan Interest Payment LUTHERAN CHURCH: Gets Initial Stay Order from Alberta Court MF GLOBAL: Customers May Forfeit Claims for $10.4 Million MINERAL PARK: Fee Examiner Proposes Bernstein Shur as Counsel NII HOLDINGS: Proposes March 20 Auction for Mexican Affiliate OVERSEAS SHIPHOLDING: Capital Product Incurs Claim Settlement Loss PENTECOSTAL CHURCH, FL: Case Summary & 4 Largest Unsec. Creditors PHOENIX PAYMENT: Plan Confirmation Hearing Set for March 10 RADIOSHACK CORP: Hashing Out Auction Process with Standard General RELIANCE INTERMEDIATE: DBRS Puts BB Issuer Rating Under Review REVEL AC: Sale on Hold While Nightclub Appeals Terms REVEL AC: UST Balks at Nunc Pro Tunc Employment of STFH SALIX PHARMA: Financial Restatement No Impact on Moody's B1 CFR SCHOOL SPECIALTY: Court Addresses Issues in Suit by Brainstorm SEARS METHODIST: Gets Court Approval of Wells Fargo Agreement SEARS METHODIST: Judge Approves Sears Tyler- Invesco Agreement SEARS METHODIST: Judge Approves Sears Tyler-UMB Bank Agreement SEARS METHODIST: Plan Outline OK'd; Confirmation Hearing on Feb. 27 SIGA TECHNOLOGIES: Wants Bonuses for Senior Executives SIMBAKI LTD: Bankruptcy Court Refused to Dismiss Chapter 11 Case SL GREEN: S&P Revises Outlook to Positive & Affirms 'BB+' CCR STATE FISH: Asks for Joint Administration of Ch. 11 Cases STATE FISH: Proposes Perkins Coie as Bankruptcy Counsel STATE FISH: Seeks Approval to Use Cash Collateral STATE FISH: Wants to Keep Avant's George Blanco as CRO SUSAN MOUROUZIDIS: Court Won't Reinstate Chapter 11 Case SYNOVUS FINANCIAL: Fitch Affirms 'BB+/B' Rating; Outlook Positive TARGA RESOURCES: Moody's Rates $1.1 Billion Secured Loans 'B3' TCF NATIONAL: Fitch Affirms 'BB+' Subordinated Debt Rating TOWN CENTER FLATS: Voluntary Chapter 11 Case Summary TRUMP ENTERTAINMENT: Plan Confirmation Hearing Set for March 12 TS EMPLOYMENT: Voluntary Chapter 11 Case Summary VALEANT PHARMA: Oncology Foray No Impact on Moody's Ba3 CFR WEBSTER FINANCIAL: Fitch Affirms 'B+' Preferred Stock Rating WILLIAM HRYNKIW: First Creditors' Meeting on Feb. 9 in Toronto WILLIAMS COMPANIES: Fitch Affirms BB Rating on Jr. Sub. Debentures WILLIAMS PARTNERS: S&P Raises Corp. Credit Rating From 'BB+' WINTRUST FINANCIAL: Fitch Affirms 'B+' Preferred Stock Rating WOLF COUSINS: Case Summary & 6 Largest Unsecured Creditors YARWAY CORP: Plan Confirmation Hearing Set for April 8 [*] Crude Price Collapse Will Cause Few Chapter 11s, Moody's Says [*] Donald Steckroth to Join Cole Schot'z Bankruptcy Practice [*] Justice Dept. Probing Moody's over Mortgage Deal Ratings [^] Large Companies With Insolvent Balance Sheet ********* 1011778 B.C.: Moody's Rates $7.25BB 1st Lien Loans 'B1' ------------------------------------------------------- Moody's Investors Service assigned a definitive B1 rating to 1011778 B.C. Unlimited Liability Company's (1011778 B.C.) $500 million guaranteed senior secured 1st lien revolving credit facility and $6.75 billion guaranteed senior secured 1st lien term loan and a definitive Caa1 rating to the company's $2.25 billion guaranteed senior secured 2nd lien notes. In addition, Moody's affirmed 1011778 B.C.'s B2 Corporate Family Rating (CFR), B2-PD Probability of Default Rating (PDR) and SGL-1 Speculative Grade Liquidity rating. Moreover, Moody's withdrew all ratings of Burger King Capital Holdings, LLC (BKCH) and Burger King Corporation (BKC). The outlook is stable. The rating actions reflects the successful completion of the transaction between Burger King Worldwide, Inc. and Tim Hortons Inc. As part of the transaction, the proceeds from the new bank facilities and 2nd lien notes along with approximately $3.0 billion of 9% cumulative perpetual Series A preferred stock and $3.4 billion of new common equity and cash on hand were used to fund the acquisition of Tim Hortons (TH) and refinance the outstanding debt of BKC, BKCH and Tim Hortons. Ratings Rationale The B2 Corporate Family Rating (CFR) reflects the company's high leverage and weak cash flow coverage metrics pro forma for the acquisition as well as an aggressive financial policy and significant remodeling requirements of its franchisees. Moody's also believe that soft consumer spending and high levels of promotional activities by competitors will continue to pressure operating performance. However, the ratings also reflect the brand recognition of both Burger King and Tim Horton's, meaningful scale, diversified day part and food offerings which boosts returns on invested capital, and very good liquidity. Ratings affirmed are: 1011778 B.C. Unlimited Liability Company Corporate Family Rating at B2 Probability of Default Rating at B2-PD Speculative Grade Liquidity rating of SGL-1 Ratings assigned as definitive from provisional: 1011778 B.C. Unlimited Liability Company $500 million guaranteed senior secured 1st lien revolving credit facility expiring 2019 at B1 (LGD 3) $6.75 billion guaranteed senior secured 1st lien term loan due 2021 at B1 (LGD 3) $2.25 billion guaranteed senior secured 2nd lien notes due 2022 at Caa1 (LGD 5) Ratings withdrawn: Burger King Capital Holdings, LLC Corporate Family Rating at B2 Probability of Default Rating at B2-PD Burger King Corporation: $130 million guaranteed senior secured revolving credit facility due 2015, previously rated Ba3(LGD2) $1030 million guaranteed senior secured term loan A due 2017, previously rated Ba3(LGD2) $705 million guaranteed senior secured term loan B due 2019, previously rated Ba3(LGD2) The stable outlook reflects Moody's view that 1011778 B.C.'s debt protection measures will gradually improve over the next twelve months despite persistently soft consumer spending and intense competition as the company reduces costs and focuses on debt reduction above required amortization. The stable outlook also reflects Moody's expectation that the company maintain very good liquidity. Factors that could result in an upgrade include a sustained strengthening of debt protection metrics with debt to EBITDA of under 5.0 times and EBITA coverage of interest of over 2.0 times. A higher rating would also require very good liquidity. A downgrade could occur in the event the company is unable to strengthen debt protection metrics from current levels while maintaining very good liquidity. Specifically, a downgrade could occur if 1011778 B.C. is unable to reduce debt to EBITDA over the next twelve to eighteen months to below 6.0 times or if EBITA to interest approached 1.5 time. A deterioration in liquidity could also result in a downgrade. The principal methodology used in these ratings was Global Restaurant Methodology published in June 2011. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. 1011778 B.C. Unlimited Liability Company, owns, operates and franchises 13,800 Burger King hamburger quick service restaurants and 4,545 Tim Horton restaurants. Annual revenues are about $4.4 billion, although systemwide sales are over $16 billion. 620 DECATUR: Voluntary Chapter 11 Case Summary ---------------------------------------------- Debtor: 620 Decatur, LLC 4782 Highland Road Baton Rouge, LA 70808 Case No.: 15-10104 Chapter 11 Petition Date: February 1, 2015 Court: United States Bankruptcy Court Middle District of Louisiana (Baton Rouge) Judge: Hon. Douglas D. Dodd Debtor's Counsel: Leo D. Congeni, Esq. CONGENI LAW FIRM, LLC 424 Gravier Street New Orleans, LA 70130 Tel: 504-522-4848 Fax: 504-581-4962 Email: leo@congenilawfirm.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by David M. Sheely, manager/member. The Debtor did not include a list of its largest unsecured creditors when it filed the petition. ADVENT NETWORKS: Loses $7MM Damages Suit v. Southern Union ---------------------------------------------------------- Chief Justice Sherry Radack of the Court of Appeals of Texas, First District, Houston, on behalf of a three-judge panel, affirmed a trial court order granting summary judgment in favor of Southern Union Company d/b/a Southern Union Technology Partners, L.P., Tom Karam, and John E. Brennan in a lawsuit against them commenced by Ronald E. Ingalls, trustee of the Advent Networks, Inc. bankruptcy estate. Advent was a telecommunications equipment provider formed in 1999 that developed, manufactured, and sold a patented networking platform to cable operators and distributors. Those customers in turn use Advent's product to provide subscribers with high-bandwidth commercial service. Southern Union was an investor in Advent from Advent's 1999 inception until Advent filed for bankruptcy in 2005. Southern Union owned 14% of Advent's stock and was also one of Advent's creditors. Two of Southern Union's employees, Tom Karam and John E. Brennan, served on Advent's seven-member board of directors. Ingalls alleged that Southern Union "owned a large enough interest in Advent to exercise de facto control over key parts of its business," and that the Southern Union defendants used that control to kill potential venture capital financing that could have saved Advent from insolvency in 2005. Ingalls sought actual damages of at least $7,000,000 and exemplary damages. In late 2004, Advent had a firm proposal from Gefinor Ventures to finance Advent's Series D round of financing to the tune of $7,000,000. That round was essential for obtaining working capital and building out inventory for Advent to continue selling products. The Gefinor financing did not occur as a result of Southern Union's de facto control, according to Ingalls, and, as a result, Advent did not have the funds to acquire the necessary inventory to meet orders that had been placed for its products. As a result, Advent was forced to seek protection under Chapter 11. Southern Union denied being a controlling shareholder of Advent. Southern Union also argued that, even if it were considered a controlling shareholder of Advent, as a matter of law it had no duty to forgo contractual rights it was afforded as a preferred shareholder and noteholder, as it would have been required to do if the Gefinor deal had been accepted. The appellate case is, RONALD E. INGALLS, AS TRUSTEE OF THE ADVENT NETWORKS, INC. BANKRUPTCY ESTATE AND ON BEHALF OF ADVENT NETWORKS, INC., Appellant, v. SOUTHERN UNION COMPANY D/B/A SOUTHERN UNION TECHNOLOGY PARTNERS, L.P., TOM KARAM, AND JOHN E. BRENNAN, Appellees, No. 01-13-00711-CV (Tex. App.). A copy of the Court's Jan. 15 Memorandum Opinion is available at http://is.gd/inzpTifrom Leagle.com. Founded by cable industry professionals, Advent Networks developed the Ultraband platform to deliver last-mile dedicated bandwidth over unmodified hybrid fiber coaxial cable. The Company sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D.Tex. Case No. 05-11997) on April 11, 2005. ALABAMA STATE: S&P Lowers Rating to 'B'; Outlook Negative --------------------------------------------------------- Standard & Poor's Ratings Services lowered its long-term rating to 'B' from 'BBB+' on Alabama State University. The outlook is negative. "The downgrade reflects the swift and significant erosion of already limited reserves that has pressured operating liquidity," said Standard & Poor's credit analyst Ashley Ramchandani. At the time of S&P's last review, management had indicated that the use of reserves would be around $900,000 and $800,000 for fiscal 2013 and fiscal 2014, respectively, to balance the budget. However, the use of reserves in fiscal 2013 was much larger than anticipated, plummeting to $13.3 million in fiscal 2014 from an already low $24 million in unrestricted net assets in fiscal 2012, a decline of 44%. S&P believes that reserves will continue to decline through 2015, thus pressuring operating liquidity. "In addition to the extremely weak financial profile, other factors that contribute to the downgrade include an accreditation warning that we anticipate will not be resolved until June 2015, and a complete turnover in management," added Ms. Ramchandani. "We believe these factors are indicative of a speculative grade credit. "We understand that the college has made timely debt service payments through fiscal 2014. However, we believe adverse business, financial, or economic conditions could impair ASU's capacity to meets its financial commitment for its debt obligations on a timely basis." The negative outlook reflects S&P's anticipation that the university will continue to face liquidity pressure from an operations standpoint as well as contingent liquidity risk associated with its outstanding variable-rate debt and associated swap. In addition, the outlook reflects the uncertainty associated with the state's ongoing forensic audit of the university as the timeline and the resolution remain unknown. ALPHA NATURAL: Moody's Lowers Corporate Family Rating to Caa1 ------------------------------------------------------------- Moody's Investors Service downgraded the ratings of Alpha Natural Resources, Inc., including the Corporate Family Rating (CFR) to Caa1 from B3, probability of default rating (PDR) to Caa1-PD from B3-PD, senior unsecured ratings to Caa2 from Caa1, rating on second lien notes to B3 from B2, and the secured term loan rating to B2 from B1. At the same time, Moody's downgraded the Speculative Grade Liquidity (SGL) rating to SGL-3 from SGL-2. The outlook is negative. Downgrades: Issuer: Alpha Natural Resources, Inc Probability of Default Rating, Downgraded to Caa1-PD from B3-PD Speculative Grade Liquidity Rating, Lowered to SGL-3 from SGL-2 Corporate Family Rating, Downgraded to Caa1 from B3 Senior Secured Bank Credit Facility (Local Currency) due 2020, Downgraded to B2,LGD2 from B1, LGD2 Senior Secured Regular Bond/Debenture (Local Currency) due 2020, Downgraded to B3,LGD3 from B2,LGD3 Senior Unsecured Regular Bond/Debenture (Local Currency), Downgraded to Caa2,LGD5 from Caa1,LGD5 Outlook Actions: Issuer: Alpha Natural Resources, Inc Outlook, changed to Negative from Stable Ratings Rationale The downgrade reflects the weak debt protection metrics and high leverage (11x as measured by the debt/EBITDA ratio for the twelve months through September 30, 2014), which Moody's expect to continue to deteriorate given weak metallurgical coal market conditions. Moody's believe that metallurgical coal prices are unlikely to recover within the next eighteen months to a level that would contribute to a meaningful turnaround in performance . Consequently, leverage is anticipated to become more elevated and further strain the capital structure. The change to a SGL-3 rating reflects expectations for the company to continue to be cash consumptive and considers the potential tightness in covenants in the revolving credit facility as stronger quarters roll off. Alpha's liquidity continues to be supported by over $1.1 billion in cash, cash equivalents and marketable securities and over $900 million available under the revolver, which matures in 2016 and requires Alpha to maintain minimum liquidity of $300 million. Alpha's Caa1 corporate family rating continues to reflect its position as one of the top three US coal companies in terms of production and reserves and the largest US met coal producer. The rating also reflects the company's operating diversity with 86 mines, 25 prep plants, and a presence in Northern and Central Appalachia and the Powder River Basin (PRB). The company's efficient longwall operations in NAPP remain well positioned to generate healthy margins in the thermal markets, and in high-volatile met markets once conditions improve. The negative outlook reflects Moody's expectation that market conditions, particularly for met coal, will remain depressed into 2016 and that Alpha's performance will continue to be pressured by the weak fundamentals. While the potential for an upgrade is limited at this time, the ratings or outlook could be favorably impacted should metallurgical and/or thermal coal prices recover, such that the company's leverage, as adjusted, is expected to approach 6x and free cash flow is expected to approach break even. A downgrade would result should liquidity continue to deteriorate. Alpha Natural Resources is one of the largest coal companies in the US, and the largest US producer and exporter of metallurgical (met) coal. The company's operations are located in the Central Appalachia (CAPP) and Northern Appalachia (NAPP) regions, as well as the Powder River Basin (PRB). For the last twelve months ended September 30, 2014, the company generated $4.3 billion in revenues. The principal methodology used in this rating was the Global Mining Industry published in August 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. AMC NETWORKS: S&P Affirms 'BB' CCR; Outlook Remains Stable ---------------------------------------------------------- Standard & Poor's Ratings Services said that it affirmed its 'BB' corporate credit rating on AMC Networks Inc. The rating outlook remains stable. S&P revised its financial risk profile assessment on AMC Networks to "significant" from "aggressive." S&P's business risk profile assessment remains "satisfactory," based on these factors: -- The company's dependence on a single cable network, AMC, as the largest individual network contributor to its revenue and cash flow; -- The company's four smaller domestic cable networks, which generate a smaller, but growing, proportion of revenue and cash flow; -- The company's international cable network portfolio (including AMC Networks International [formerly Chellomedia]), which diversifies its revenue base and provides opportunities to leverage its growing original programming slate; -- The trend of declining cable network audience ratings across the sector (though the company's audience ratings have gone against this trend so far); -- Increasing distribution fees, with affiliate fees comprising about 60% of total consolidated revenues; and -- Strong EBITDA margins, though somewhat lower than those of its peers because of a lower international segment margins. S&P's "significant" financial risk assessment reflects its expectation that leverage, which was 4.7x as of Sept. 30, 2014, (including only about eight months of earnings from AMC Networks International) will decline to about 3x by the end of 2015 and potentially to the mid-2x area in 2016. This is a significant improvement from the company's 5.8x leverage when S&P first rated it in 2011. Still, S&P believes there are risks to its assessment because of a lack of clarity regarding the Charles Dolan family's controlling-shareholder return strategy (the family holds 67% voting power and comprise a majority of the board). S&P expects that the company will generate more than $350 million in free cash flow in 2015 and nearly $450 million in 2016. Although the company could use its growing cash balance to repay some of its debt (which it has done in the past), S&P remains uncertain regarding the intentions of its majority shareholder. "The stable outlook reflects our expectation that AMC Networks will maintain adjusted leverage in the low 4x-area on a sustained basis, though we expect adjusted leverage to decline to the low-3x area in 2015," said Standard & Poor's credit analyst Naveen Sarma. "The company's lack of a clearly articulated financial policy constrains the rating. We view the probability of an upgrade and a downgrade as equally likely over the next few years." S&P could lower the rating during the next two years if the company's network operating performance loses traction (potentially coinciding with an economic downturn), with steep audience ratings declines causing sharp EBITDA declines that show no sign of recovery. S&P could also lower the rating if management makes a large debt-financed acquisition or implements shareholder-favoring measures that increase leverage to above 5x, with no clear path to leverage returning to under 5x. For an upgrade to occur, AMC Networks would need a publicly articulated leverage target, and S&P would need to see further progress in it diversifying its cash flow sources. AMERICAN MEDIA: Meredith Corp. Deal No Impact on Moody's Caa1 CFR ----------------------------------------------------------------- Moody's Investors Service said American Media, Inc.'s (AMI) Caa1 Corporate Family Rating (CFR) and negative outlook are not immediately impacted by the announcement that the company has agreed to sell its Women's Active Lifestyle Magazine segment (Shape, Fit Pregnancy and Natural Health) to Meredith Corporation. Headquartered in Boca Raton, Fl, American Media, Inc. is a leading publisher of celebrity weekly journals including Star, OK!, and National Enquirer as well as health and fitness magazines including Men's Fitness, published 10 times per year. The company also provides services to other publishers and arranges for the placement of owned publications and third party publications with retailers. American Media reported sales of approximately $316 million ($216 million excluding the Women's Active Lifestyle magazines) for the twelve months ended September 30, 2014. APEX LONG TERM: Tex. App. Tosses Suit Against Original Investors ---------------------------------------------------------------- Justice Jane Bland of the Court of Appeals of Texas, First District, Houston, resolved a dispute arising from failed investments in a medical clinic. Seeking to establish a long-term acute-care hospital (LTACH) in Northwest Houston, Sheikh Ejaz Ahmed, M.D., Fayaz Faiz, M.D., Ignazio G. Lachina, M.D., Alak Ray, M.D., Salim Gopalani, M.D., Abdul Ali, M.D., and Miguel Tan, M.D., individually and on behalf of Northwest Doctors Plaza, Ltd., Saleha Riaz Ahmed, FAF Holding, Inc., and Ishaq, Inc. -- Northwest Doctors -- collectively invested approximately $1.8 million in Apex Long Term Care, L.P., located in Katy, Texas, after allegedly receiving oral assurances from the appellees that the money would be used for development of the Northwest location. The Northwest Doctors sued Apex's original investors -- Pankaj Shah, M.D., Adeel Zaidi, Stephen Koch, M.D., Prestige Consulting, Inc. d/b/a Turn-Around Management Group, A.K. Chagla, Sohail Noor, M.D., Anil Odhav, M.D., and Pallavolvu Reddy, M.D. -- for civil conspiracy, common-law and statutory fraud, fraudulent inducement, negligent misrepresentation, conversion, and theft. They sought relief under an unjust enrichment theory and actual and exemplary damages. The parties moved for summary judgment, and the trial court signed a summary judgment in favor of the original investors. On appeal, the Northwest Doctors contend that the trial court erred in granting summary judgment on their claims for fraud and unjust enrichment. "We affirm," Judge Bland said in an Opinion issued January 15, 2015, available at http://is.gd/izGe5cfrom Leagle.com. "We hold that the trial court correctly granted summary judgment in favor of the original investors. Accordingly, we affirm the judgment of the trial court. "All pending motions are dismissed as moot," added Judge Bland, who wrote the Opinion on behalf of a three-judge panel. The case is, SHEIK EJAZ AHMED, M.D., FAYAZ FAIZ, M.D., IGNAZIO G. LACHINA, M.D., ALAK RAY, M.D., SALIM GOPALANI, M.D., ABDUL ALI, M.D., AND MIGUEL TAN, M.D., INDIVIDUALLY AND ON BEHALF OF NORTHWEST DOCTORS PLAZA, LTD., SALEHA RIAZ AHMED, FAF HOLDING, INC., AND ISHAQ, INC., Appellants, v. PANKAJ SHAH, M.D., ADEEL ZAIDI, STEPHEN KOCH, M.D., PRESTIGE CONSULTING, INC. D/B/A TURN-AROUND MANAGEMENT GROUP., A.K. CHAGLA, SOHAIL NOOR, M.D., ANIL ODHAV, M.D., AND PALLAVOLVU REDDY, M.D., Appellees, No. 01-13-00995-CV (Tex. App.). Apex Long Term Acute Care - Katy, L.P., based in Katy, Texas, filed for Chapter 11 bankruptcy (Bankr. S.D. Tex. Case No. 09-37096) on Sept. 25, 2009. Theresa D. Mobley, Esq., at Cage Hill et al, served as the Debtor's counsel. In its petition, Apex estimated $1 million to $10 million in both assets and debts. The petition was signed by Apex Katy Physician-TMG LLC, general partner of the Company. ARRIS GROUP: S&P Raises CCR to 'BB'; Outlook Stable --------------------------------------------------- Standard & Poor's Ratings Services said it raised its corporate credit rating on Suwanee, Ga.-based Arris Group Inc. to 'BB' from 'BB-'. The outlook is stable. At the same time, S&P raised its issue-level ratings on the company's first-lien credit facilities to 'BB' from 'BB-' as a result of the upgrade. The recovery ratings remain '3,' indicating S&P's expectation for meaningful (50% to 70%) recovery in the event of a payment default. "We base the rating action on the company's improved credit metrics and commitment to debt reduction following its successful integration of Motorola Home, a leading set-top box products business, which Arris acquired from Google Inc. on April 17, 2013," said Standard & Poor's credit analyst Jenny Chang. S&P's assessment of the company's business risk profile reflects its leading position in the global CPE and home networking markets, partially offset by considerable client concentration, competitive industry dynamics, and uneven customer spending patterns. The stable outlook reflects S&P's expectation that despite near-term softness in cable and telecommunications companies' capital spending, Arris will maintain moderate revenue growth, slightly lower EBITDA margins, and a moderate financial policy, such that leverage remains at around 2x over the coming year, allowing for temporary spikes over the longer term to the mid-3x area, due to client revenue volatility. Although unlikely in the coming year, S&P could raise the rating if operating improvements result in sustained EBITDA growth such that leverage is sustained at the mid-1x area, allowing for temporary spikes over the longer term to the mid-2x area, due to industry volatility. S&P could lower the rating if Arris' business environment weakens or if the company pursues more aggressive financial policies, including significant debt-financed acquisitions or shareholder returns, such that leverage exceeds the mid-3x area. BROOKLYN CENTER: Moody's Raises GOULT Debt Rating to Ba2 -------------------------------------------------------- Moody's Investors Service has upgraded to Ba2 from Ba3 the rating on Brooklyn Center Independent School District (ISD) 286, MN's general obligation unlimited tax (GOULT) debt. As of June 30, 2014, the district had $28.4 million of GO debt outstanding. Summary Rating Rationale The Ba2 rating reflects the district's long-term deficit General Fund position that has exhibited recent signs of improvement. The rating also incorporates the district's modestly sized tax base that grew slightly in 2013 after five consecutive valuation declines, a below average demographic profile, and elevated debt burden. Outlook The positive outlook reflects Moody's expectation that the changes implemented by management will continue to generate positive results and improve the district's overall financial position over the medium term. The district has posted three consecutive operating surpluses and management expects the district to emerge from Statutory Operating Debt (SOD) at the close of the current fiscal year and have a positive fund balance by the close of fiscal 2016. What Could Make The Rating Go Up -- Ongoing operating surpluses that lead to material improvement in the district's General Fund position -- Significant growth in the district's tax base coupled with strengthening of the district's demographic profile -- Moderation of the district's debt burden What Could Make The Rating Go Down -- Failure to meet Statutory Operating Debt (SOD) targets -- Emergence of enrollment declines that place pressure on district revenues -- Further declines in the district's tax base valuation -- Growth in the district's debt burden and fixed costs Obligor Profile The district is a small school district located adjacent to the western border of Minneapolis (Aa1 stable). It provides early childhood through twelfth grade education to approximately 2,300 students and serves portions of the City of Brooklyn Center (Aa2). Legal Security Debt service on the bonds is secured by the district's general obligation unlimited tax pledge which benefits from a designated levy which is not limited by rate or amount. Use Of Proceeds N/A Principal Methodology The principal methodology used in this rating was US Local Government General Obligation Debt published in January 2014. CAESARS ENTERTAINMENT: Venue Sound and Fury May Signify Nothing --------------------------------------------------------------- Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that when U.S. Bankruptcy Judge Kevin Gross in Delaware ruled that the proper venue for Caesars Entertainment Operating Co. Inc.'s reorganization is in Chicago, he said his decision on venue "does not affect the substantive rights of any party in interest with respect to the continued prosecution of the involuntary case," which in plain English, means he didn't decide whether the start date for Chapter 11 will be Jan. 12 or Jan. 15. According to the Bloomberg bankruptcy columnists, the difference is important because liens given on cash about three months before bankruptcy can be more easily set aside if Jan. 12 is the commencement date. Even if U.S. Judge Bankruptcy Judge A. Benjamin Goldgar in Chicago chooses Jan. 15, it's not the end of the road on the lien-validity issue as dissenting creditors can still argue that giving a lien on cash for pre-existing debt was a fraudulent transfer or a preference, on the theory the lenders were effectively in control, the Bloomberg report said. 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. Appaloosa Investment Limited, et al., owed $41 million on account of 10 percent second lien notes in the company, filed an involuntary Chapter 11 bankruptcy petition against Caesars Entertainment Operating Company, Inc. (Bankr. D. Del. Case No. 15-10047) on Jan. 12, 2015. The bondholders are represented by Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor, LLP. In January 2015, Caesars Entertainment and subsidiary CEOC announced that holders of more than 60% of claims in respect of CEOC's 11.25% senior secured notes due 2017, CEOC's 8.5% senior secured notes due 2020 and CEOC's 9% senior secured notes due 2020 have signed the Amended and Restated Restructuring Support and Forbearance Agreement, dated as of Dec. 31, 2014, among Caesars Entertainment, CEOC and the Consenting Creditors. As a result, the RSA became effective pursuant to its terms as of Jan. 9, 2015. CEOC and 172 other affiliates -- operators of 38 gaming and resort properties in 14 U.S. states and 5 countries -- filed Chapter 11 bankruptcy petitions (Bank. N.D. Ill. Lead Case No. 15-01145) on Jan. 15, 2015. CEOC disclosed total assets of $12.3 billion and total debt of $19.8 billion as of Sept. 30, 2014. Kirkland & Ellis serves as the Debtors' counsel. AlixPartners is the Debtors' restructuring advisors. Prime Clerk LLC acts as the Debtors' notice and claims agent. Judge Benjamin Goldgar presides over the cases. CANDAX ENERGY: Makes Partial Debt Repayment; Obtains Waiver ----------------------------------------------------------- Candax Energy Inc., a company focused on mature oil field development in Tunisia, on Jan. 30 disclosed that it has come to the following agreement regarding the repayment of its Senior debt: -- Partial repayment of $500,000 in respect of Tranche A; -- Payment of $350,000 overdue interests in respect of the full and final settlement of the interest due from period October 1, 2012, until the Second Amendment and Restatement effective date; -- Payment of $90,739 of interests due in respect of Tranche A Notwithstanding the above detailed payment, the Company will not pay the remainder of the Tranche A and Tranche B amounts due under the Senior Facility Agreement ($3,500,000) on Jan. 31, 2015, and will consequently be in breach as regard to its financial obligation. By waiver and amendment letter signed on Jan. 29, 2015, the Company has obtained from the lender an agreement to amend the Senior Facility Agreement and not to seek any remedy under the Facility Agreement in respect of this unpaid amount until April 30, 2015, or earlier in specific circumstances. A copy of the amendment and waiver letter will be filed publicly by the Company and available on SEDAR. "The support of our lender and shareholder was key to having time to review strategic and financial alternatives available to the Company. The amendment and waiver letter obtained was an indispensable step. The Company remains with more than $6 million of cash on hand as at the end of January 2015" commented Candax CFO Pierre-Henri Boutant. Candax -- http://www.candax.com/-- is a TSX listed company with offices in Toronto and Tunis, focused on mature oil field development. Candax is engaged in exploration and the production of oil and gas in Tunisia and holds a royalty interest in an exploration permit in Madagascar. CATHAY GENERAL: Fitch Affirms 'BB+/B' Rating; Outlook Stable ------------------------------------------------------------ Fitch Ratings has affirmed Cathay General Bancorp's ratings at 'BB+/B'. The Rating Outlook remains Stable. The affirmation and Stable Outlook reflect improving asset quality and improving earnings. The rating action follows a periodic review of the mid-tier regional banking group, which includes BOK Financial Corp. (BOKF), Cathay General Bancorp (CATY), East West Bancorp, Inc. (EWBC), First Horizon National Corp. (FHN), First National of Nebraska, Inc. (FNNI), First Republic Bank (FRC), Fulton Financial Corp (FULT), People's United Financial Inc. (PBCT), Synovus Financial Corp. (SNV), TCF Financial Corp. (TCB), Webster Financial Corp. (WBS), Wintrust Financial Corp (WTFC), and UMB Financial Corporation (UMB). Company-specific rating rationales for the other banks are published separately. KEY RATING DRIVERS - IDRS, VRs AND SENIOR DEBT CATY's 'BB+' IDR is reflective of the company's solid franchise catering to Chinese-Americans, good earnings and continued asset quality improvement. CATY is headquartered in Los Angeles, CA and is the second-largest bank in the U.S. that predominantly serves the Chinese-American community. These strengths are balanced against the company's relatively weaker liquidity profile, undiversified revenue base and the company's elevated credit costs through the cycle. Fitch views CATY's recent acquisition of Asia Bancshares as mildly positive for the company. Although the acquisition is not transformative in nature, it helps consolidate a niche banking sector, which Fitch has believed is in need of consolidation. CATY's acquisition of Asia Bancshares will increase its NY presence from nine branches to 12 and will also give CATY a presence in Maryland. CATY's earnings rank near the top of the mid-tier regional bank peer group and is a primary ratings strength for the company. CATY's earnings strength is achieved primarily through lower overhead expenses compared to peers due to its much smaller branch network. CATY has also benefited from negative provisions in 2014, and Fitch believes CATY can further reduce reserves as a percentage of gross loans going forward because reserve coverage is remains elevated at 1.81%. Additionally, Fitch expects modest near-term earnings improvement as $150 million of CATY's higher high-cost, legacy repurchase agreements expire at the end of 2014 and the beginning of 2015. That said, Fitch anticipates that CATY will be able to adequately replace the term-repurchase agreements with other sources of funding. Asset quality continues to improve with NPAs declining and credit costs at low levels. Fitch expects continued reduction of NPAs, while credit costs remain low in the near term. Reserve levels are strong, especially given recent loss history. Fitch also views CATY's risk appetite as improved since the great recession. Although CATY has experienced strong commercial growth, the company has maintained modest exposure to construction loans, which was a primary source of losses through the cycle. Capital levels are strong. CATY has the second highest tangible common equity ratio of the group. Given the elevated levels of capital, Fitch expects capital to be optimized in the future. Fitch does not anticipate any rating changes should capital be reduced to levels in line with its peers. Liquidity is a ratings weakness for CATY. CATY's deposit base is more price sensitive compared to peer banks and the company is typically more reliant on wholesale funding compared to peers. Because of CATY's more price sensitive deposit base, Fitch believes CATY has less upside in a rising rate environment over the medium to longer term. RATING SENSITIVITIES - IDRS, VRs AND SENIOR DEBT CATY's ratings could be upgraded should the company maintain solid earnings and continue to improve asset quality metrics while not materially increasing risk appetite through growth or other new activities. Conversely, CATY's ratings could be negatively affected should Fitch view C&I growth to be unsustainable or indicative of aggressive lending practices. Fitch expects that CATY will make necessary investments required to comply with various new regulatory rules and requirements. CATY's ratings are sensitive to the extent any such investments diminish the company's financial profile. RATING SENSITIVITIES - HOLDING COMPANY Should CATY's holding company begin to exhibit signs of weakness, demonstrate trouble accessing the capital markets, or have inadequate cash flow coverage to meet near-term obligations, there is the potential that Fitch could notch the holding company IDR and VR from the ratings of the operating companies. This is viewed as unlikely though for CATY's given the strength of the holding company liquidity profile. KEY RATING DRIVERS - SUPPORT RATING AND SUPPORT RATING FLOOR CATY has a Support Rating of '5' and Support Rating Floor of 'NF'. In Fitch's view, CATY is not systemically important and therefore, the probability of support is unlikely. IDRs and VRs do not incorporate any support. RATING SENSITVITIES - SUPPORT RATING AND SUPPORT RATING FLOOR CATY's Support Rating and Support Rating Floor are sensitive to Fitch's assumption around capacity to procure extraordinary support in case of need. KEY RATING DRIVERS - SUBORDINATED DEBT AND OTHER HYBRID SECURITIES Subordinated debt and other hybrid capital issued by CATY and by various issuing vehicles are all notched down from CATY or its bank subsidiaries' VRs in accordance with Fitch's assessment of each instrument's respective non-performance and relative loss severity risk profiles. RATING SENSITIVITIES - SUBORDINATED DEBT AND OTHER HYBRID SECURITIES The ratings of subordinated debt and other hybrid capital issued by CATY and its subsidiaries are primarily sensitive to any change in CATY's VR. KEY RATING DRIVERS - LONG- AND SHORT-TERM DEPOSIT RATINGS CATY's uninsured deposit ratings are rated one notch higher than the company's IDR and senior unsecured debt because U.S. uninsured deposits benefit from depositor preference. U.S. depositor preference gives deposit liabilities superior recovery prospects in the event of default. KEY RATING SENSITIVITIES - LONG- AND SHORT-TERM DEPOSIT RATINGS The ratings of long- and short-term deposits issued by CATY and its subsidiaries are primarily sensitive to any change in CATY's long- and short-term IDRs. CATY is a $11.5 billion bank holding company headquartered in Los Angeles. The company has a solid presence in the niche Asian American demographics. Its primary operations are located in California; however, the company has branches in New York, Texas, Massachusetts, Washington, Illinois, New Jersey and Hong Kong. Fitch has affirmed these ratings with a Stable Outlook: Cathay General Bancorp -- Long-term at 'BB+'; -- Short-term IDR at 'B'; -- Viability Rating at 'bb+'; -- Preferred stock at 'B-'; -- Support Floor at 'NF' -- Support affirmed at '5'. Cathay Bank -- Long-term IDR at 'BB+'; -- Long-term deposit at 'BBB-'; -- Short-term IDR at 'B' -- Short-term deposit at 'F3'; -- Viability Rating at 'bb+'; -- Support Floor at 'NF'; -- Support at '5'. CELANESE US: S&P Affirms 'BB+' CCR; Outlook Stable -------------------------------------------------- Standard & Poor's Ratings Services affirmed its 'BB+' corporate credit rating on Celanese US Holdings LLC. The outlook is stable. S&P also affirmed the 'BBB' rating on Celanese's senior secured term loans and its 'BB+' rating on the company's senior unsecured debt. S&P's '1' recovery ratings on the secured debt indicates its expectation of very high (90% to 100%) recovery if a default occurs. S&P's '3' recovery ratings on the unsecured debt indicates its expectation of meaningful (50% to 70%) recovery if a default occurs. The affirmation reflects S&P's expectation that Celanese's productivity and operating efficiency initiatives, along with continued growth in its business segments, will offset the likely negative effect of raw material price increases, lower oil prices, and a stronger dollar in 2015 to support credit measures that are appropriate for the 'BB+' rating. "The company's strong liquidity should provide sufficient flexibility for the company's efforts to pursue growth investments and returns to shareholders," said Standard & Poor's credit analyst Seamus Ryan. The ratings on Celanese reflect S&P's assessment of its business risk profile as "satisfactory" and its financial risk profile as "significant". S&P has revised its initial analytical outcome (anchor) to 'bbb-' from 'bb+' to reflect its view that the company's meaningful proportion of specialty products and robust margins support a business risk profile that is somewhat stronger than other purely commodity-oriented peers with satisfactory business risk profiles. S&P then adjusts its anchor downward by one notch because it applies a negative financial policy modifier, reflecting S&P's belief that Celanese is more focused on investing in growth and returns to shareholders than on operating with sustainably more conservative credit measures in the near term. The stable outlook on Celanese US Holdings reflects the company's sound credit measures and S&P's expectation of steady earnings growth. S&P expects Celanese's FFO to debt to remain in the 20% to 30% range at the current rating. Given its ongoing product innovation, geographic diversity, and efforts to boost productivity, we believe that Celanese can maintain its strong internal cash generation. S&P do not expect the company to make significant share repurchases or large acquisitions. CLIFFS NATURAL: S&P Lowers CCR to 'B'; Outlook Stable ----------------------------------------------------- Standard & Poor's Ratings Services said it lowered its corporate credit rating on Cliffs Natural Resources Inc. to 'B' from 'BB-'. The outlook is stable. At the same time, S&P lowered its issue-level rating on the company's senior secured revolving credit facility to 'BB-' from 'BB+' with a '1' recovery rating, indicating S&P's expectation of very high (90% to 100%) recovery in the event of a payment default. S&P also lowered its issue-level rating on the company's senior unsecured notes to 'B' from 'BB-' with a '3' recovery rating, indicating S&P's expectation of meaningful (50% to 70%) recovery in the event of a payment default. The downgrade of Cleveland-based Cliffs Natural Resources is driven by a revision of the company's financial risk profile to "highly leveraged" from "aggressive" as a result of S&P's lowered iron ore price assumptions. The 24% cut to $65 per metric ton marked the third downward revision since early 2014, when S&P's forecast prices were more than $100 per metric ton. Under the revised price assumptions, S&P expects debt to EBITDA to exceed 10x and FFO to debt to drop below 12% in 2015. "The stable outlook reflects our view that iron ore prices have reached a trough, limiting further downward pressure on credit measures over the next 12 months," said Standard & Poor's credit analyst Chiza Vitta. "It also incorporates our expectation of manageable additional costs associated with the Bloom Lake reorganization and limited reductions in revolving credit facility commitments should the company need to seek covenant relief." S&P could lower the rating in the coming year if its base case assumption that iron ore prices have bottomed out proves inaccurate and they drop even further, such that Cliffs Natural Resources' EBITDA is no longer sufficient to cover interest expense. S&P would also lower the rating if sources of liquidity were no longer sufficient to cover estimated uses. This could happen if further covenant relief is required and is accompanied by a material reduction of the commitment amount under the revolving credit facility, or the maturity is shortened. This could also occur if cash outflows stemming from the CCAA filing are larger than expected. S&P would consider an upgrade if the company sustains leverage below 5x. This could occur if iron ore prices recover and stabilize at around $90 per ton or Cliffs further reduces its costs or reduces debt through debt repayment from asset sales or other capital raises. CODY SMITH: Houston Judge Bars Using Mediation as First Resort -------------------------------------------------------------- Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that U.S. Bankruptcy Judge Jeff Bohm in Houston wrote a 24-page opinion announcing 10 standards he will apply before approving mediation as a means for concluding a contentious bankruptcy. According to the report, in the case before him, Judge Bohm said he wouldn't approve mediation because the contending lawyers were on amiable terms and capable of reaching settlement without the cost of mediation. The case is In re Smith, 12-32096, U.S. Bankruptcy Court, Southern District Texas (Houston). COMMUNITY HEALTH: Fitch Affirms 'B+' IDR; Outlook Negative ---------------------------------------------------------- Fitch Ratings has affirmed Community Health Systems, Inc.'s (CHS) Issuer Default Rating (IDR) at 'B+'. The ratings apply to $17 billion of debt at Sept. 30, 2014. The Rating Outlook is Negative. KEY RATING DRIVERS: -- In 2014, CHS acquired rival hospital operator Health Management Associates (HMA) in a deal that added about $7 billion of debt to CHS's capital structure. Growth in EBITDA since the close of the transaction has been hampered by some operational issues at the HMA hospitals and ongoing government investigations and lawsuits. This has delayed the pace of deleveraging; Fitch estimates total debt-to- EBITDA of about 6.3x at the end of 2014. -- The acquisition had a sound strategic basis because it enhanced the geographic scope of CHS's business while adding considerable scale. Fitch believes operational issues at the HMA hospitals were in part the result of HMA management distraction in the months leading up the acquisition, and expects CHS to make improvements in areas like physician recruitment, which should improve organic growth and expand margins at the HMA hospitals during 2015. -- Prior to the acquisition and early during the integration process, CHS's very weak patient volume trends lagged industry peers and weighed on top-line growth and margins. However, over the last couple quarters, CHS has reported an improvement in volumes that mirrors the trend exhibited by the rest of the hospital industry. -- CHS has been dealing with government investigations and lawsuits related to the issue of short-stay hospital admissions. CHS made progress in resolving the legal issues facing the legacy CHS hospitals during 2014, which did not involve financial fines significant enough to threaten financial flexibility or require major operational changes that would influence future revenue and EBITDA growth. -- CHS's good liquidity profile, including solid and consistent free cash flow (FCF) generation, is an important factor supporting the credit profile. Fitch projects that the company will maintain a greater than 2% FCF margin, with FCF generation of at least $400 million annually. While FCF could support debt repayment, Fitch expects most deleveraging to result from EBITDA growth, with the company prioritizing acquisitions as a use of cash. RATING SENSITIVITIES: Maintenance of the 'B+' IDR considers CHS reducing total debt-to-EBITDA to below 6.0x during 2015 and maintaining a stable to improving FCF margin of greater than 2%. Fitch thinks that reducing leverage to this level is achievable based on its forecast for CHS's 2015 EBITDA, and assuming a small amount of debt paydown through required amortization of the bank term loans. A return to positive organic revenue growth starting in 2015 and maintenance of an operating EBITDA margin of at least 14% would also be supportive of the ratings. A downgrade of the ratings could result from leverage sustained above 6.0x and a FCF margin below 2%, with a strained operating trend illustrated by negative organic topline growth, stagnant to declining EBITDA and profitability measures. Risks to the operating outlook that could result in a deterioration of the financial profile include the inability to achieve projected cost synergies and implement operational improvements at the HMA hospitals, lack of progress towards resolution of HMA's legal issues, and a reversal of the improving trends in patient volumes exhibited across the for-profit hospital industry during 2014. In particular, a return to negative growth in CHS's organic adjusted admissions during 2015 would be concerning. IMPROVING HOSPITAL INDUSTRY OPERATING ENVIRONMENT, BUT SUSTAINABILITY IS UNCERTAIN: The Fitch-rated group of for-profit hospital companies reported very strong growth in organic patient volumes in the third quarter of 2014 (3Q'14), with same hospital admissions up 0.7% and adjusted admissions up 3.5%. This is a sequential improvement from a good result in 2Q'14, and the first quarter of positive growth in inpatient admissions since 4Q'12. Economic improvement in many markets, growth in the insured population under the Affordable Care Act (ACA), and management initiatives to boost volumes are converging to support this improved performance. Better organic growth is particularly notable since certain secular headwinds continue to work against the industry, particularly with respect to volumes of inpatient admissions. Short-stay admissions continue to decline with pressure from both Medicare and commercial health insurers, and rates of hospital readmissions have dropped across the industry. However, it is reasonable to assume that the influence of these factors is tapering since the industry has now been facing these pressures for several years. Fitch believes the hospital industry may post another couple of quarters of above trend growth in volumes as the positive effects of the ACA gain a bit more momentum early in 2015. Results in 1Q'15 will also benefit from an easy comparison versus a weak 1Q'14, and seasonal flu activity. Positive organic growth in inpatient admissions is probably not sustainable over the longer term because of the types of secular headwinds mentioned above. However, Fitch thinks there is reason for optimism that the improved trend in outpatient volumes has legs, since operational initiatives to capture these volumes will have a sustaining influence. CHS's IMPROVED PATIENT VOLUME GROWTH MIRRORS INDUSTRY: CHS reported positive organic growth in adjusted admissions of 2.7% in 4Q'14; this is the first quarter of positive growth in patient volumes for CHS since 4Q'12. In addition to posting a long period of declining organic volumes, the company consistently lagged its hospital industry peers. Fitch believes CHS's relative weak volume performance can be attributed to a combination of factors, including its geographic mix, with most hospitals located in rural or small suburban markets that were slower to recover after the economic recession, compounded by the overhang caused by governmental investigations and the related issue of regulatory and payor scrutiny of short-stay admissions. The acquisition of HMA did not immediately improve the company's outlook for recovery in volume growth since that company faced many of the same issues as the legacy CHS hospitals. In addition, due to disruption caused by shareholder activism that ultimately culminated in the sale to CHS, HMA experienced a period of management distraction in the months leading up to the transaction. CHS's recently improved volume trends are consistent with the rest of the for-profit hospital industry starting in 2Q'14. More time is needed to determine if the company is closing the performance gap relative to peers, or simply benefiting from the recently more favorable operating environment as discussed above. Fitch thinks certain factors support an expectation that CHS will be able to narrow the performance gap in 2015, including initiatives to expand higher growth service lines and improve physician recruitment results. Furthermore, headwinds related to declining short-stay admissions should continue to lessen since both CHS and HMA have been dealing with this issue for several years. EXPECT DELEVERAGING PRIMARILY TRHOUGH GROWTH IN EBITDA HELPED BY HMA SYNERGIES: CHS generates solid cash flow; Fitch projects cash from operations of $1.45 billion in 2014 and FCF of slightly more than $400 million. Despite the solid cash generation, CHS has applied little cash to debt reduction in 2014, and Fitch does not expect this to be a major use of cash in 2015-2016. Instead, Fitch thinks the company is more likely to use cash for acquisitions. Fitch does think that EBITDA growth will be sufficient to reduce leverage to below 6.0x during 2015, versus the year end 2014 level of 6.3x. Sources of EBITDA growth include HMA integration cost synergies and the tailwind provided by the operational improvements and generally improving operating environment. The company reports that it will meet its year one cost synergies target of $125 million in 2014 and expects the benefit to increase to $275 million by the end of year two. Management does have experience integrating large acquisitions; the fact that the company met the cost synergy target following the acquisition of Triad Hospitals in 2007 provides support that the HMA synergy target is achievable. PROGRESS IN RESOLUATION OF LEGAL ISSUES: During 2014, CHS made significant progress towards the resolution of some of its ongoing legal issues and the associated financial obligations are manageable. With respect to the legacy CHS hospitals, the two most important inquiries have been resolved, with total settlement costs for fines to the federal and various state governments of $173 million (entirely expensed and cash payment of $98 million made as of Sept. 30, 2014). As part of one of the settlements, the company has entered into a five-year corporate integrity agreement with the federal government, which involves some minor incremental operating costs associated with staff training and the retention of outside organizations to monitor certain operating practices. HMA is facing its own set of lawsuits and regulatory investigations related to the same issue of short-stay admissions practices. Before the acquisition, the federal government announced that it would intervene in several qui tam or whistleblower suits against the company. Historically, government intervention in qui tam proceedings has heightened the probability of an eventual fine against the company. At Sept. 30, 2014, CHS has recorded a $333 million reserve for potential financial payment associated with these cases. Based on the size of the financial settlement negotiated for the legacy CHS hospitals, Fitch thinks this reserve is likely adequate to cover the eventual penalty. SOLID LIQUIDITY PROFILE: CHS's liquidity profile is solid. Near-term debt maturities are manageable, with potential sources of debt repayment including cash on hand, capacity on the established revolving lines of credit and good access to the capital markets for refinancing purposes. At Sept. 30, 2014, sources of liquidity included cash on hand of $221 million, LTM free cash flow of $533 million and availability on the bank revolver and ABL facility of $957 million. The primary financial maintenance covenant in the debt agreements is a secured net leverage test. The company has an adequate operating cushion under this covenant, which requires secured net leverage of below 4.5x. Fitch estimates secured net leverage of 3.6x at Dec. 31, 2014. The leverage covenant steps down to 4.25x starting with the quarter ended Dec. 31, 2015. Fitch has taken these rating actions: Community Health Systems, Inc.: -- IDR affirmed at 'B+'. CHS/Community Health Systems, Inc.: -- IDR affirmed at 'B+', -- Senior secured credit facility downgraded to 'BB/RR2' from 'BB+/RR1'; -- Senior secured notes downgraded to 'BB/RR2' from 'BB+/RR1'; -- Senior unsecured notes upgrade to 'B+/RR4' from 'B/RR5'; The Rating Outlook is Negative. The 'BB/RR2' rating for CHS's secured debt (which includes the bank term loans, revolver and senior secured notes) reflects Fitch's expectations for 82% recovery under a hypothetical bankruptcy scenario. The 'B+/RR4' rating on CHS's $6.2 billion senior unsecured notes rating reflects Fitch's expectations for principal recovery of 48%. The Recovery Ratings (RR) reflect Fitch's expectation that the enterprise value (EV) of CHS will be maximized in a restructuring scenario (going concern), rather than a liquidation. In estimating its going concern EV for CHS, Fitch assumes a 30% discount to LTM EBITDA of $2.7 billion for CHS, resulting in a post-default cash flow estimate of $1.9 billion (calculated pro forma for HMA's contribution to EBITDA). The magnitude of the discount to current cash flow is fairly substantial in this instance, given that the company is well removed from potential default, as reflected in the 'B+' IDR. Fitch's post-default cash flow estimate for companies in the hospital sector mainly considers the structure of the industry. Hospital providers are highly exposed to potential cuts in Medicare and Medicaid payments since these companies can be considered price takers with respect to the 30%-40% of revenues derived from patients with government-sponsored health insurance. Furthermore, cuts in government payment rates or unfavorable changes in the reimbursement environment (i.e. higher scrutiny of short-stay hospital admissions), will invariably influence payments from commercial health insurers, augmenting the impact on cash flow. Fitch then applies a 7.0x multiple to CHS's post-default EBITDA estimate of $1.9 billion, resulting in a going concern EV of $13.1 billion. The 7.0x multiple is based on observation of both recent transactions/takeout and public market multiples in the healthcare industry. Fitch applies a waterfall analysis to the going concern EV based on the relative claims of the debt in the capital structure. Fitch estimates going concern EV of $11.8 billion, net of a standard assumption of 10% for administrative claims. At Sept. 30, 2014, about 60% of consolidated total asset value resides in the guarantor group, which is used as an estimate for collateral value, with Fitch assuming that 60% of the going concern EV, or $7.1 billion, is recovered by first-lien secured holders, leaving $4.7 billion of non-collateral value to be distributed to unsecured claimants. Based on $10.8 billion of total secured claims (which includes the bank term loans, revolver and senior secured notes), the resulting first-lien secured deficiency claim of $3.7 billion is added to $6.2 billion of senior unsecured claims, resulting in $9.9 billion of total unsecured claims. The changes to the debt issue ratings are due to Fitch's bespoke analysis of the secured debt collateral value. Rather than assuming that total asset value is first assigned to recovery of the secured debt, including the credit facility and senior secured notes, a revised approach assumes full recovery for the secured lenders only up to the secured debt collateral value of $7.1 billion, with the residual secured claims recovering on a pro rata basis with the unsecured claims. CORNERSTONE HOMES: Feb. 5 Hearing on Sale of Cattaraugus Property ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of New York is set to hold a hearing on Feb. 5 to consider the sale of a residential real property owned by Cornerstone Homes Inc. The bankruptcy trustee of Cornerstone proposed to sell the property to Alan and Julia Przywara of Springville, New York, for $24,000. The property located in Cattaraugus County, New York, will be sold "free and clear of all liens," according to court filings. Pursuant to the terms of sale for the property, the net proceeds from the sale will be paid to Community Preservation Corp., which holds a mortgage lien on the property. Meanwhile, the bankruptcy trustee's realtor Lisa Uschold of Nothnagle Realtors Property Center will receive a commission in the amount of $3,000 from the proceeds while his legal counsel Place & Arnold will receive $500 for its services. About Cornerstone Homes Cornerstone Homes Inc. is based in Corning, New York and is engaged in the business of buying, selling and leasing single family homes in the State of New York, with such properties primarily located in the South Central and South Western portions of the State. Cornerstone Homes Inc., filed a Chapter 11 petition (Bankr. W.D.N.Y. Case No. 13-21103) on July 15, 2013, in Rochester alongside a reorganization plan already accepted by 96 percent of unsecured creditors' claims. The Debtor disclosed assets of $18.6 million and liabilities of $36.2 million. Four secured lenders with $21.8 million in claims are to be paid in full under the plan. Unsecured creditors -- chiefly noteholders with $14.5 million in claims -- will have a 7 percent recovery. Judge Paul R. Warren presides over the case. Curtiss Alan Johnson, Esq., and David L. Rasmussen, Esq., at Davidson Fink, LLP, in Rochester, N.Y., serve as the Debtor's counsel. The Debtor has tapped GAR Associates to appraise a selection of its properties to support the Debtor's liquidation analysis. The Official Committee of Unsecured Creditors is represented by Gregory J. Mascitti, Esq., at LeClairRyan PC. The Committee retained Getzler Henrich & Associates LLC as financial advisor. Cornerstone Homes Inc. delivered to the Bankruptcy Court a First Amended Plan of Reorganization and explanatory Disclosure Statement on Jan. 3, 2014. The Amended Plan supersedes the Plan Cornerstone prepared prior to filing for bankruptcy. The Debtor intends to liquidate properties over a period of time, so as to achieve maximum recovery for the creditors while avoiding a deleterious affect on the housing market. The Plan provides for a distribution of $1 million as an Unsecured Distribution Amount. Owner David Fleet will pledge up to $1 million to fund distributions under the Plan. It also provides for the distribution of the stock in the Reorganized Debtor to holders of Allowed Unsecured Noteholder Claims under Class 5. The Class 5 Claimants are expected to receive 7% plus distribution of stock on the Distribution Date. The Claimants are impaired and entitled to vote on the Plan. No hearing was slated to consider the Amended Plan documents. Instead, the Court accepted the request of the Committee to appoint a Chapter 11 trustee to replace management. The Court approved the appointment of Michael H. Arnold, Esq., as Chapter 11 trustee. He is represented by his law firm, Place and Arnold as his counsel. CRAYON ACADEMY: Case Summary & 2 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Crayon Academy, LLC fka PHL Investmenets & Properties fka Oneismus Group LLC 1400 Buford Hwy, T-3 Sugar Hill, GA 30518 Case No.: 15-51765 Nature of Business: Single Asset Real Estate Chapter 11 Petition Date: January 30, 2015 Court: United States Bankruptcy Court Northern District of Georgia (Atlanta) Debtor's Counsel: Tami Wells Thomas, Esq. THE WELLS THOMAS LAW FIRM, LLC 2385 Wall Street Conyers, GA 30013 Tel: 404-260-7449 Fax: 888-257-6610 Email: tami@wellsthomaslaw.com Total Assets: $761,500 Total Liabilities: $1.17 million The petition was signed by Phillip Haynes, CEO. A list of the Debtor's two largest unsecured creditors is available for free at http://bankrupt.com/misc/ganb15-51765.pdf DEAN BROS: Voluntary Chapter 11 Case Summary -------------------------------------------- Debtor: Dean Bros., Inc. dba Dean Brothers Auto & Truck dba Dean's Scrap Metal 7066 Hwy 45 North Eight Mile, AL 36613 Case No.: 15-00291 Chapter 11 Petition Date: January 30, 2015 Court: United States Bankruptcy Court Southern District of Alabama (Mobile) Judge: Hon. William S. Shulman Debtor's Counsel: Irvin Grodsky, Esq. IRVIN GRODSKY, P.C. P.O. BOX 3123 Mobile, AL 36652-3123 Tel: (251) 433-3657 Email: igpc@irvingrodskypc.com irvingrodskypc.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Obie A. Dean, president. The Debtor did not include a list of its largest unsecured creditors when it filed the petition. DELIA*S INC: Committee Proposes Kelley Drye as Counsel ------------------------------------------------------ The Official Committee of Unsecured Creditors of dELiA*s, Inc. et al., seeks authority from the Bankruptcy Court to employ Kelley Drye & Warren LLP as counsel, nunc pro tunc to Dec. 12, 2014. The Committee believes that Kelley Drye possesses extensive knowledge and expertise in the substantive areas of law relevant to the Chapter 11 cases and is well qualified to represent it in the Chapter 11 proceedings. The standard hourly rates of Kelley Drye are subject to adjustment annually in January to reflect economic and other conditions. The Firm disclosed its rates for 2014 and 2015: Title 2014 Rates 2015 Rates ---------------- ------------ -------------- Partners $535 to $950 $500 to $1,035 Counsel $440 to $670 $460 to $695 Associates $330 to $645 $355 to $670 Paraprofessionals $170 to $345 $180 to $345 Based on the declaration of partner Robert L. LeHane, the Committee submits that Kelley Drye is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. A hearing on the application is scheduled for Feb. 6, 2015, at 10:00 a.m. Objections were due Jan. 27. About DELIA*S INC. Launched in 1993, dELiA*s Inc., is a retailer which sells apparel, accessories, footwear, and cosmetics marketed primarily to teenage girls and young women. The dELiA*s brand products are sold through the Company's mall-based retail stores, direct mail catalogs and e-commerce Web sites. On Dec. 7, 2014, dELiA*s and eight of its subsidiaries each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. S.D.N.Y.). The Debtors have requested that their cases be jointly administered under Case No. 14-23678. As of the bankruptcy filing, dELiA*s owned and operated 92 stores in 29 states. As of the Petition Date, the Debtors had $47.0 million in total assets and $50.5 million in liabilities. The Debtors have tapped Piper LLP (US) as counsel, Clear Thinking Group LLC, as restructuring advisor, Janney Montgomery Scott LLC, as investment banker, and Prime Clerk LLC as claims agent. The U.S. Trustee appointed a seven-member Official Committee of Unsecured Creditors. The Committee selected Kelley Drye & Warren LLP as counsel and Capstone Advisory Group as financial advisors. The Debtors have sought court approval of a deal for Gordon Brothers Retail Partners, LLC and Hilco Merchant Resources, LLC, to launch going-out-of-business sales. DELIA*S INC: Committee Taps Capstone as Financial Advisor --------------------------------------------------------- The Official Committee of Unsecured Creditors of dELiA*s, Inc. et al., seeks authority from the Bankruptcy Court to employ Capstone Advisory Group, LLC, and Capstone Valuation Services, LLC, as financial advisors, nunc pro tunc to Dec. 12, 2014. According to the Committee, the Debtors are a large, complex enterprise, and the Committee requires the services of an experienced financial advisor such as Capstone. The services to be provided by Capstone are necessary to enable the Committee to faithfully execute its statutory duties to unsecured creditors. Capstone will, among other things, actively monitor the "going out of business" process to ensure the process proceeds in the most efficient manner to maximize recoveries to unsecured creditors, and review offers received for the Debtors' assets, on a GOB basis. For professional services, fees are based on Capstone's standard hourly rates. In the event that Capstone's total cumulative fees divided by actual hours charged (the "Blended Hourly Rate") exceeds $450 per hour, they have agreed to discount their submitted fee applications by the amount charged exceeds $450 per hour, they have agreed to discount their submitted fee applications by the amount the Blended Hourly Rate exceeds $50 per hour multiplied by the actual hours charged. This discount represents a 15 percent discount off their standard hourly rates. The current standard hourly rates for the period through Dec. 31, 2014, for Capstone (without discount) are: Hourly Rate ----------- Executive Director $600 to $875 Managing Director $475 to $635 Director $410 to $450 Consultant $225 to $350 Support Staff $125 to $305 It is Capstone's practice to adjust its hourly rates each year on Jan. 1, which will be noted on the invoices for the first time period in which the revised rates become effective. The current standard hourly rates for the Capstone professionals anticipated to be assigned to the engagement through Dec. 31, 2014, are as follows: Ed Ordway ($875), David Galfus ($850), Rick Wright ($580), Amy Drobish ($410), Joseph Woodmansee ($410), and James Geraghty ($250). Effective Jan. 1, 2015, these rates have been increased as follows: Ed Orway ($895), David Galfus ($870), Rick Wright ($595), Amy Drobish ($425), Joseph Woodmansee ($425), and James Geraghty ($250). The parties also agree that as a condition of the firm's employment, the Court will have entered an order providing Capstone with an indemnity as detailed in the Engagement Letter dated Dec. 12, 2014. Based on the affidavit of executive director Edwin N. Ordway, Jr., the Committee believes Capstone is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. A hearing on the application is scheduled for Feb. 6, 2015, at 10:00 a.m. Objections were due Jan. 27. About DELIA*S INC. Launched in 1993, dELiA*s Inc., is a retailer which sells apparel, accessories, footwear, and cosmetics marketed primarily to teenage girls and young women. The dELiA*s brand products are sold through the Company's mall-based retail stores, direct mail catalogs and e-commerce Web sites. On Dec. 7, 2014, dELiA*s and eight of its subsidiaries each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. S.D.N.Y.). The Debtors have requested that their cases be jointly administered under Case No. 14-23678. As of the bankruptcy filing, dELiA*s owned and operated 92 stores in 29 states. As of the Petition Date, the Debtors had $47.0 million in total assets and $50.5 million in liabilities. The Debtors have tapped Piper LLP (US) as counsel, Clear Thinking Group LLC, as restructuring advisor, Janney Montgomery Scott LLC, as investment banker, and Prime Clerk LLC as claims agent. The U.S. Trustee appointed a seven-member Official Committee of Unsecured Creditors. The Committee selected Kelley Drye & Warren LLP as counsel and Capstone Advisory Group as financial advisors. The Debtors have sought court approval of a deal for Gordon Brothers Retail Partners, LLC and Hilco Merchant Resources, LLC, to launch going-out-of-business sales. DIOCESE OF HELENA: Has $1.75MM Policy Buyback With Great American ----------------------------------------------------------------- The Roman Catholic Bishop of Helena, Montana, is seeking approval from the Bankruptcy Court for the District of Montana of a settlement, release and compromise with Great American Insurance Company. Pursuant to the deal, the Debtor will sell to Great American, free and clear of all liens, claims and interests, certain insurance policies in exchange for $1,750,000. The proceeds from the buyback will be paid to the Diocese Trust to be established by the Debtor's First Amended Joint Chapter 11 Plan of Reorganization proposed by the Debtor and the official committee of unsecured creditors appointed in the case. The deal provides that all abuse claims will be channeled to the Diocese Trust as the sole and exclusive source of payment of any abuse claims. The deal also provides that Great American is entitled to the benefit of an injunction, permanently barring all claims by any entity (as defined in the settlement agreement) against the subject insurance policies, and against Great American relating to the policies. Parties that intend to object to any aspect of the Motion or the sale of the insurance policies must: (1) file with the Clerk of the Court at U.S. Bankruptcy Court District of Montana, Room 263, 400 North Main Street, Butte, MT 59701 a written response stating the specific facts upon which the objection is based; (2) serve a copy thereof on Bruce Anderson, counsel to the Debtor, at: Bruce Anderson, Esq. ELSAESSER JARZABEK ANDERSON ELLIOTT & MACDONALD, CHTD 320 East Neider Avenue, Ste 102 Coeur d'Alene, ID 83815 no later than February 25, 2015; and (3) attend the hearing on March 4, 2015, at 9 a.m. Pacific Standard Time at the U.S. Bankruptcy Court, 6450 North Mineral Drive, Coeur d'Alene, Idaho. If no objections are filed, the Debtor may seek entry of an order approving the Motion without further notice or hearing. About the Diocese of Helena The Roman Catholic Bishop of Helena, Montana, a Montana Religious Corporation Sole (a/k/a Diocese of Helena) sought protection under Chapter 11 of the Bankruptcy Code on Jan. 31, 2014, to resolve more than 350 sexual-abuse claims. The Chapter 11 case (Bankr. D. Mont. Case No. 14-60074) was filed in Butte, Montana. Attorneys at Elsaesser Jarzabek Anderson Elliott & MacDonald, Chtd., serve as counsel to the Debtor. Gough, Shanahan, Johnson & Waterman PLLP has been tapped as special counsel to provide legal advice relating to sexual abuse claims. Several Roman Catholic dioceses in the U.S. have filed for bankruptcy to settle claims from current and former parishioners who say they were sexually molested by priests. The Roman Catholic Bishop of Helena filed its schedules of assets and liabilities, which show assets with a value of more than $16.037 million against debt totaling $33.6 million. The filings also showed that the diocese has $4.7 million in secured debt. Creditors of the diocese assert $28.89 million in unsecured non-priority claims. The U.S. Trustee for Region 18 appointed seven creditors to serve on the Official Committee of Unsecured Creditors. The Committee has retained Pachulski Stang Ziehl & Jones LLP as counsel. The Court installed Michael R. Hogan as the legal representative for these sex abuse victims: (a) are under 18 years of age before the Claims Bar Date; (b) neither discovered nor reasonably should have discovered before the Claims Bar Date that his or her injury was caused by an act of childhood abuse; or (c) have a claim that was barred by the applicable statute of limitations as of the Claims Bar Date but is no longer barred by the applicable statute of limitations for any reason, including for example the passage of legislation that revives such claims. * * * Under the Diocese's plan, which was negotiated between the church and its official committee representing clergy-abuse victims, the church will contribute $2 million to a victims' fund, while seven insurance companies will contribute $14.4 million to the fund in return for ending their liability under policies they issued years ago. The report said the church's portion will come from a $3.5 million loan to be secured by the diocese's real estate. General unsecured creditors, whose claims are estimated to total less than $1 million, will be paid in full. DOLTON, IL: S&P Withdraws 'BB' Rating on Previously Rated GO Debt ----------------------------------------------------------------- Standard & Poor's Ratings Services withdrew its 'BB' underlying rating (SPUR) on the village of Dolton, Ill.'s previously rated general obligation (GO) debt, given S&P's lack of sufficient information of satisfactory quality to maintain the rating. The rating action reflects S&P's view of the independent auditor's reports in the village's fiscal 2012 and fiscal 2013 annual financial reports, which state the auditor was not able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion. It also reflects S&P's understanding that a fiscal 2014 audit with a clean opinion is not forthcoming. EAST WEST: Fitch Affirms BB- Rating on Trust Preferred Securities ----------------------------------------------------------------- Fitch Ratings has affirmed East West Bancorp (EWBC) ratings at 'BBB/F2'. The Rating Outlook remains Stable. The affirmation reflects the bank's strong profitability and solid franchise. The rating action follows a periodic review of the large regional banking group, which includes BOK Financial Corp. (BOKF), Cathay General Bancorp (CATY), First Horizon National Corp. (FHN), First National of Nebraska, Inc. (FNNI), First Republic Bank (FRC), Fulton Financial Corp (FULT), People's United Financial Inc. (PBCT), Synovus Financial Corp. (SNV), TCF Financial Corp. (TCB), Webster Financial Corp. (WBS), Wintrust Financial Corp (WTFC), and UMB Financial Corporation (UMB). Company-specific rating rationales for the other banks are published separately. KEY RATING DRIVERS - IDRS, VRs AND SENIOR DEBT EWBC's ratings were affirmed reflecting its strong franchise and earnings performance. EWBC has a solid franchise, which is focused on serving Asian American communities. In Fitch's opinion, the Asian-American market is an attractive niche with strong growth potential in the U.S. banking sector. EWBC is well positioned as the largest Chinese-American institution in the U.S. with over $28 billion in assets. EWBC's favorable market position has translated to higher pricing power on its consumer lending products. While deposit mix and cost of interest-bearing liabilities appear weak relative to many of its mid-tier regional banking peers, Fitch notes than EWBC has a meaningfully higher portion of non-interest deposits and lower cost of funds than comparable Asian-American banks. Fitch views EWBC's earnings as a rating strength, driven by solid spread earnings, modest overhead expenses and low credit costs. During 2014, EWBC reported a return on assets (ROA) and net interest margin (NIM) in excess of peers as strong performance of the covered loan portfolio accelerated yield accretion. While Fitch expects the benefit of yield accretion to decline, Fitch expects EWBC's earnings to remain in the top quartile of the peer group. EWBC's ratings are further supported by continued improvement in asset quality metrics. EWBC's construction and development (C&D) loan portfolio, which has declined by over 70% since its peak, was the largest driver of credit losses through the cycle. As such, Fitch views the reduced exposure to higher risk C&D loans and improvement in the non-covered portion of impaired assets positively. Despite improving asset quality measures, Fitch views EWBC's continued growth in commercial loans negatively. Fitch notes the rate of growth in 2013 and 2014 suggests that EWBC may be increasing its risk appetite, loosening underwriting standards and growing beyond its core business of serving the ethnic Chinese-American community. Although not currently expected, continued growth in excess of peers and the broader economic environment or deterioration in credit performance could result in a negative credit action in the near- to intermediate-term. EWBC's capital levels continue constrain ratings. Capital ratios have trended down in recent periods as the result of continued growth, share repurchases and corporate dividends. Fitch core capital declined to 10.74% of total risk weighted assets as of third quarter 2014 (3Q'14), down from 11.44% at year-end 2013. Although capital levels are still currently in line with mid-tier peers, Fitch will continue to evaluate asset growth relative to the company's capital management and risk profile. RATING SENSITIVITIES - IDRS, VRs and SENIOR DEBT Positive rating momentum is limited in the near term given the bank's recent growth and capital levels. Moreover, if loan growth does not moderate or asset quality begins to show signs of deterioration, particularly in newly originated commercial loans, negative credit action could occur. EWBC's ratings are also highly sensitive to its capital levels and its performance on recently submitted regulatory capital stress tests. Negative rating action could result if capital is managed down further or the bank receives unfavorable stress test results. RATING SENSITIVITIES - HOLDING COMPANY Should EWBC's holding company begin to exhibit signs of weakness, demonstrate trouble accessing the capital markets, or have inadequate cash flow coverage to meet near-term obligations, there is the potential that Fitch could notch the holding company IDR and VR from the ratings of the operating companies. This is viewed as unlikely though for EWBC, given the strength of the holding company liquidity profile. KEY RATING DRIVERS - SUPPORT RATING AND SUPPORT RATING FLOOR EWBC has a Support Rating of '5' and Support Rating Floor of 'NF'. In Fitch's view, EWBC is not systemically important and therefore, the probability of support is unlikely. IDRs and VRs do not incorporate any support. RATING SENSITVITIES - SUPPORT RATING AND SUPPORT RATING FLOOR EWBC's Support Rating and Support Rating Floor are sensitive to Fitch's assumption around capacity to procure extraordinary support in case of need. KEY RATING DRIVERS - SUBORDINATED DEBT AND OTHER HYBRID SECURITIES Subordinated debt and other hybrid capital issued by EWBC and by various issuing vehicles are all notched down from EWBC or its bank subsidiaries' VRs in accordance with Fitch's assessment of each instrument's respective non-performance and relative loss severity risk profiles. RATING SENSITIVITIES - SUBORDINATED DEBT AND OTHER HYBRID SECURITIES The ratings of subordinated debt and other hybrid capital issued by EWBC and its subsidiaries are primarily sensitive to any change in EWBC's VR. KEY RATING DRIVERS - SUBSIDIARY AND AFFILIATED COMPANY East West Bank is a wholly owned subsidiary of EWBC. East West Bank's ratings are aligned with EWBC reflecting Fitch's view that the bank subsidiary is core to the franchise. RATING SENSITIVITIES - SUBSIDIARY AND AFFILIATED COMPANY East West Bank's ratings are sensitive to changes to EWBC's VR or any changes to Fitch's view of structural subordination between bank subsidiary and holding company. Rating sensitivities for the VR are listed above. To the extent that one of EWBC's subsidiary or affiliated companies is not considered to be a core business, Fitch could also notch the subsidiary's rating from EWBC's IDR. KEY RATING DRIVERS - LONG- AND SHORT-TERM DEPOSIT RATINGS EWBC's uninsured deposit ratings are rated one notch higher than the company's IDR and senior unsecured debt because U.S. uninsured deposits benefit from depositor preference. U.S. depositor preference gives deposit liabilities superior recovery prospects in the event of default. KEY RATING SENSITIVITIES - LONG- AND SHORT-TERM DEPOSIT RATINGS The ratings of long- and short-term deposits issued by EWBC and its subsidiaries are primarily sensitive to any change in EWBC's long- and short-term IDRs. Fitch has affirmed these ratings with a Stable Outlook: East West Bancorp, Inc. -- Long-term IDR at 'BBB'; Outlook Stable -- Short-term IDR at 'F2'; -- Viability Rating at 'bbb'; -- Support at '5'; -- Support Floor at 'NF'. East West Bank -- Long-term IDR at 'BBB'; Outlook Stable -- Long-term deposits at 'BBB+'; -- Short-term IDR at 'F2'; -- Short-term deposits at 'F2'; -- Viability Rating at 'bbb'; -- Support at '5'; -- Support Floor at 'NF'. East West Capital Statutory Trust III, East West Capital Trust IV, V, VI, VII, VIII & IX -- Trust preferred securities at 'BB-'. ENDEAVOUR INT'L: Lease Decision Deadline Extended to May 8 ---------------------------------------------------------- Endeavour Operating Corp., et al., sought and obtained a Bankruptcy Court order extending through and including May 8, 2015, the time by which they may assume or reject unexpired leases pursuant to Section 365(d)(4(A) of the Bankruptcy Code. About Endeavour International Houston, Texas-based Endeavour International Corporation (OTC: ENDRQ) (LSE: ENDV) is an oil and gas exploration and production company focused on the acquisition, exploration and development of energy reserves in the North Sea and the United States. On Oct. 10, 2014, Endeavour International and five affiliates filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code after reaching a restructuring deal with noteholders. The cases are pending joint administration under Endeavour Operating Corp.'s Case No. 14-12308 before the Honorable Kevin J. Carey (Bankr. D. Del.). As of June 30, 2014, the Company had $1.55 billion in total assets, $1.55 billion in total liabilities, $43.7 million in series c convertible preferred stock, and a $41.5 million stockholders' deficit. The Debtors have tapped Weil, Gotshal & Manges LLP as counsel; Richards, Layton & Finger, P.A., as co-counsel; The Blackstone Group L.P., as financial advisor; AlixPartners, LLP, as restructuring advisor; and Kurtzman Carson Consultants LLC, as claims and noticing agent. The U.S. Trustee for Region 3 has appointed three members to the Official Committee of Unsecured Creditors in the Chapter 11 cases of Endeavour Operating Corporation and its debtor affiliates. The Committee is represented by David M. Bennett, Esq., Cassandra Sepanik Shoemaker, Esq., and Demetra L. Liggins, Esq., at Thompson & Knight LLP, and Neil B. Glassman, Esq., Scott D. Cousins, Esq., and Evan T. Miller, Esq., at Bayard, P.A. Alvarez & Marsal North America, LLC, serves as financial advisors to the Committee, while UpShot Services LLC serves as website administrator. * * * U.S. Bankruptcy Judge Kevin J. Carey in of Delaware, on Dec. 22, 2014, approved the disclosure statement explaining Endeavour Operating Corporation, et al.'s joint plan of reorganization and scheduled the confirmation hearing for Feb. 9, 2015, at 10:00 a.m. (prevailing Eastern time). Objections to the confirmation of the plan were due Jan. 27, 2015. The Amended Plan, dated Dec. 19, 2014, provides that it is supported by creditors who collectively hold 82.99% of the March 2018 Notes Claims (Class 3), 70.88% of the June 2018 Notes Claims (Class 4), 99.75% of the 7.5% Convertible Bonds Claims (Class 5), and 69.08% of the Convertible Notes Claims (Class 6). The Amended Plan also provides that holders of general unsecured claims will recover an estimated 15% of the total claims amount, which is estimated to be $6,000,000. EXIDE TECNOLOGIES: Inks Deal with Creditors, Amends Plan -------------------------------------------------------- Exide Technologies on Jan. 30, 2015, amended its plan of reorganization to provide that the plan is based on (i) a plan support agreement among the company and the holders of a majority of the outstanding principal amount of senior notes and (ii) a settlement between the company, the unofficial noteholders' committee, and the Official Committee of Unsecured Creditors. To address the objections to the Disclosure Statement, including the objections raised by Frank Smith and Michael Nelson and Andrew R. Vara, the Acting U.S. Trustee for Region 3, the Debtor modified the Disclosure Statement to adde in (a) specific treatment for General Unsecured Creditors, (b) descriptions of the Alternative Distribution Cash and the Senior Notes Alternative Distribution Deferred Payments for holders of Senior Notes that are not accredited investors or qualified institutional buyers, and (c) proposed treatment for holders of Vernon Tort Claims. The Debtor tells the Court that there are three remaining unresolved objections although the Debtor maintains that these objections fail to establish that the Plan is unconfirmable on its face. The Unofficial Noteholder Committee, which is composed of the 8-5/8% Senior Secured Notes due 2018 issued by Exide Technologies in the initial aggregate principal amount of $675 million, tells the Court that the Debtor, with the recent settlement with the noteholders' group and the Creditors' Committee, is now poised to emerge from bankruptcy. The settlement, according to the noteholders' group, resolves its outstanding issues with respect to the Debtor's plan and future course of the proceeding. Reorganized Exide's debt at emergence will comprise: (i) an estimated $225 million Exit ABL Revolver Facility; (ii) $264.1 million of New First Lien High Yield Notes; (iii) $283.8 million of New Second Lien Convertible Notes; and (iv) no greater than $9 million of Senior Notes Alternative Distribution Deferred Payments. The Debtor's non-debtor European subsidiaries are also expected to have approximately $23 million in local European debt at the time of the Debtor's emergence from Chapter 11. The New Second Lien Convertible Notes will be convertible into 80% of the New Exide Common Stock on a fully diluted basis. In addition, New Exide Common Stock would be further allocated as follows: -- 10.0% to Holders of Senior Secured Note Claims after conversion of the New Second Lien Convertible Notes into New Exide Common Stock; -- 5.0% to the Backstop Parties; -- 3.0% on account of the DIP/Second Lien Conversion Funding Fee; and -- 2.0% on account of the DIP/Second Lien Backstop Commitment Fee. Holders of Senior Notes Claims that are Eligible Holders will be offered the right to purchase $175 million of New Second Lien Convertible Notes. Pursuant to the Plan Support Agreement, certain Consenting Creditors entered into an agreement to backstop $160 million of the New Money Investment. The GUC Settlement contemplates the establishment of a general unsecured claims trust under the Plan. The GUC Trust would be seeded with $3 million in funding -- funding the Reorganized Debtor could recoup only from preference action recoveries -- and functions as a vehicle to distribute potential value from (i) transactions to monetize intellectual property assets and (ii) recoveries from causes of actions, to holders of (y) general unsecured claims other than certain personal injury claims related to the Debtor's Vernon facility and (z) the senior secured notes unsecured deficiency claim. The GUC Settlement also contemplates payment of certain professional fees pursuant to the Plan, continuation of the Debtor's defined benefit pension plan, assumption of collective bargaining agreements, as well as for other administrative matters from composition of the GUC Trust's board to claims administration responsibilities. A full-text copy of the Amended Disclosure Statement is available at http://bankrupt.com/misc/EXIDEds0130.pdf About Exide Technologies Headquartered in Princeton, New Jersey, Exide Technologies (NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and distributes lead acid batteries and other related electrical energy storage products. Exide first sought Chapter 11 protection (Bankr. Del. Case No. 02-11125) on April 14, 2002 and exited bankruptcy two years after. Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland & Ellis, and James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP represented the Debtors in their successful restructuring. Exide returned to Chapter 11 bankruptcy (Bankr. D. Del. Case No. 13-11482) on June 10, 2013. Exide disclosed $1.89 billion in assets and $1.14 billion in liabilities as of March 31, 2013. Exide's international operations were not included in the filing and will continue their business operations without supervision from the U.S. courts. For the new case, Exide has tapped Anthony W. Clark, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, and Pachulski Stang Ziehl & Jones LLP as counsel; Alvarez & Marsal as financial advisor; Sitrick and Company Inc. as public relations consultant and GCG as claims agent. Schnader Harrison Segal & Lewis LLP was tapped as special counsel. The Official Committee of Unsecured Creditors is represented by Lowenstein Sandler LLP and Morris, Nichols, Arsht & Tunnell LLP as co-counsel. Zolfo Cooper, LLC serves as its bankruptcy consultants and financial advisors. Geosyntec Consultants was tapped as environmental consultants to the Committee. Robert J. Keach of the law firm Bernstein Shur as fee examiner has been appointed as fee examiner. He has hired his own firm as counsel. * * * In November 2014, the Bankruptcy Court terminated Exide's exclusive period to propose a Chapter 11 plan. The Court ordered that any party-in-interest, including the Official Committee of Unsecured creditors may file and solicit acceptance of a Chapter 11 Plan. Exide already has a plan of reorganization in place. Under that Plan, (a) Reorganized Exide's debt at emergence will comprise: (i) an estimated $225 million Exit ABL Revolver Facility; (ii) $264.1 million of New First Lien High Yield Notes; (iii) $283.8 million of New Second Lien Convertible Notes. The Debtor's non-debtor European subsidiaries are also expected to have approximately $23 million; (b) The New Second Lien Convertible Notes will be convertible into 80% of the New Exide Common Stock on a fully diluted basis; and (c) New Exide Common Stock would be allocated as follows: 15.0% to Holders of Senior Secured Note Claims after conversion of the New Second Lien Convertible Notes into New Exide Common Stock; 3.0% on account of the DIP/Second Lien Conversion Funding Fee; and 2.0% on account of the DIP/Second Lien Backstop Commitment Fee. Exide has entered into an amended and restated plan support agreement with holders of a majority of the principal amount of its senior secured notes. A full-text copy of the Disclosure Statement dated Nov. 17, 2014, is available at http://bankrupt.com/misc/EXIDEds1117.pdf In December 2014, Judge Kevin Carey denied the request of Exide shareholders for appointment of an official equity holders' committee. The shareholders have objected to the Plan. FINDLAY TRUCK: Case Summary & 2 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Findlay Truck Line Inc. PO Box 1362 Findlay, OH 45839 Case No.: 15-30214 Chapter 11 Petition Date: January 30, 2015 Court: United States Bankruptcy Court Northern District of Ohio (Toledo) Judge: Hon. John Gustafson Debtor's Counsel: Steven L Diller, Esq. DILLER AND RICE, LLC 124 E Main Street Van Wert, OH 45891 Tel: (419) 238-5025 Email: steven@drlawllc.com kim@drlawllc.com Total Assets: $426,996 Total Liabilities: $10.31 million The petition was signed by Gregory J. Cassidy, president. A list of the Debtor's two largest unsecured creditors is available for free at http://bankrupt.com/misc/ohnb15-30214.pdf FIRST HORIZON: Fitch Affirms 'B' Preferred Stock Rating ------------------------------------------------------- Fitch Ratings has affirmed First Horizon National Corp.'s (FHN) ratings at 'BBB-/F3'. The Rating Outlook remains Stable. The rating action follows a periodic review of the mid-tier regional banking group, which includes BOK Financial Corp. (BOKF), Cathay General Bancorp (CATY), East West Bancorp, Inc. (EWBC), First Horizon National Corp. (FHN), First National of Nebraska, Inc. (FNNI), First Republic Bank (FRC), Fulton Financial Corp (FULT), People's United Financial Inc. (PBCT), Synovus Financial Corp. (SNV), TCF Financial Corp. (TCB), Webster Financial Corp. (WBS), Wintrust Financial Corp (WTFC), and UMB Financial Corporation (UMB). Company-specific rating rationales for the other banks are published separately. KEY RATING DRIVERS - IDRS, VRs AND SENIOR DEBT Fitch's views FHN's ratings as solidly placed at 'BBB-' The company continues to exhibit a strong franchise in the Southeast shown by the #2 market share in the quality economic market of Tennessee. Furthermore, FHN's core business lines (regional bank and capital markets) continue to generate reasonable capital and absorb the risk of potential litigation risks. Finally, Fitch notes the strength of management's efforts to wind down the nonstrategic loan portfolio while minimizing credit losses. While progress has been made over the last year in addressing legal through an announced agreement with Freddie Mac (FHLMC) and Fannie Mae (FNMA) relating to loans sold to the GSEs leading up to the crisis, Fitch believes FHN's ratings are constrained to their current level over the long-term given additional legal overhang associated with the company's former legacy business strategy as well as its tepid consolidated earnings performance. Furthermore, Fitch continues to believe that FHN's asset quality will lag that of higher-rated peers given the sticky nature of its nonperforming assets. Over the past year, FHN reached agreements FHLMC and FNMA relating to loans sold to the GSEs between 2000-2008. While Fitch viewed the announcements as generally credit neutral overall, the settlements are also viewed as positive steps forward for FHN in getting out from under various legal overhangs that resulted from past national mortgage lending strategies. The current rating and Outlook for FHN incorporates the view that the $200 million provision made in 3Q'13 would be sufficient to cover both GSE-related settlements and other idiosyncratic costs relating to legacy strategies. Fitch expects FHN to continue to resolve outstanding legal contingencies over the near-to-mid-term. The company established $92 million of net loss accruals from 4'Q13 through 3Q'14 related to legal matters and points toward resolution of legacy matters. At 3Q'14, its litigation reserve had $56 million set aside to likely cover potential payouts relating to the origination and sale of $27 billion of private-label securitizations between 2005 and 2008. The company is currently subject to five securitization-related lawsuits and three indemnification claims. Fitch notes FHN is also being investigated by the U.S. Department of Justice (DOJ) (on behalf of the Housing and Urban Development [HUD]) relating to the underwriting of FHA loans which could result in further settlement payouts. The outcome and timing of these lawsuits, as well as any lawsuits FHN could be named apart of in the future, is presently unclear and thus not explicitly incorporated in FHN's current ratings. However, Fitch expects FHN to maintain reasonable capital levels consistent with its overall risk profile even after settlement of these legacy issues. This expectation is incorporated in today's rating action and the current Outlook. Overall, capital remains adequate relative to similarly rated banks and supports FHN's current rating. At 3Q'14, FHN had an estimated Basel III capital equity tier 1 (CET1) of 11.4% compared to management's target of between 8.0% and 9.0% in a normalized, higher rate environment. Management has shown its willingness and ability to re-evaluate capital distribution actions, such as pausing its share repurchase program after the FNMA settle was announced in 3Q13, in order to maintain its strong capital base. FHN's core business lines have maintained adequate performance relative to similarly rated peers. The company's core business lines generate a ROA of between 80 and 100 bps any given quarter, in line with Fitch's expectations and at levels that generate reasonable capital. For instance, FHN's regional bank has generated a return on period-end assets of well-over 1% over the last five quarters, showing great strength in the regional bank franchise. Fitch anticipates that FHN's core business lines will continue to be reasonably profitable going forward. However, given the sustained low, short-term rate environment, Fitch expects the bank's NIM to remain challenged and the capital markets business to struggle to hit the $1 million ADR goal of management's. This expectation is embedded in FHN's current rating of 'BBB-'. Furthermore, Fitch expects that performance on a consolidated basis will continue to substantially lag higher rated peers due to the additional costs associated with the company's former legacy business strategy. FHN's nonstrategic book, while now marginally profitable, still necessitates a higher level of credit costs and overhead expense and will be a drag on the bank's consolidated earnings as long as it is a meaningful percentage of total assets (above 5%) Asset quality, while improving, continues to weigh on FHN's rating and overall risk profile. NPAs have been reduced to under 3.0% but will remain elevated compared to peers given their nature. Accruing TDRs, which make up nearly half of the company's NPAs, primarily consist of stickier consumer-related restructured loans that will most likely weigh down asset quality metrics over the long-term. Fitch views the level of home equity loans that will reset over the rating horizon as a constraint for upward rating movement. While Fitch does not believe capital will be significantly or materially impacted, credit costs and nonperforming loan inflows will likely remain elevated as borrower payments reset from interest only to principal and interest. RATING SENSITIVITIES - IDRS, VRs AND SENIOR DEBT Fitch believes FHN's ratings are reasonably situated at 'BBB-' given core business results and franchise strength. Fitch will continue to monitor and assess FHN's legal risk. To the extent that the company continues to need to take outsized charges that result in material capital deterioration, negative rating action could be taken, although this is not expected. Material capital deterioration could mean that core capital levels drop to the bottom quartile of the peer group. Given continued expectations that core earnings will be in-line with similarly rated peers, upward rating movement is unlikely over the near to mid-term. However, over the long-term, to the extent that FHN is able to maintain capital at adequate levels, reasonably manage legal risk and credit risk and improve earnings performance, positive rating action could be taken. KEY RATING DRIVERS - HOLDING COMPANY The IDR and VR of FHN is equalized with its operating company, First Tennessee Bank, NA, reflecting its role as the bank holding company, which is mandated in the U.S. to act as a source of strength for its bank subsidiaries. RATING SENSITIVITIES - HOLDING COMPANY FHN's parent currently has a double leverage ratio in excess of 120%. When double leverage exceeds 120%, Fitch has some discretion to notch the holding company down below its bank subsidiary. However, given that the bank has significant capital levels and that both the bank and holding company have shown the ability to access the capital markets, Fitch has not deemed it necessary to take such an action. Furthermore, the holding company currently has four quarters of coverage in cash, which aids in meeting near-term obligations. Should FHN's holding company begin to exhibit signs of weakness, demonstrate trouble accessing the capital markets, or have inadequate cash flow coverage to meet near-term obligations, there is the potential that Fitch could notch the holding company IDR and VR from the ratings of the operating companies. KEY RATING DRIVERS - SUPPORT RATING AND SUPPORT RATING FLOOR FHN has a Support Rating of '5' and Support Rating Floor of 'NF'. In Fitch's view, FHN is not systemically important and therefore, the probability of support is unlikely. IDRs and VRs do not incorporate any support. RATING SENSITVITIES - SUPPORT RATING AND SUPPORT RATING FLOOR FHN's Support Rating and Support Rating Floor are sensitive to Fitch's assumption around capacity to procure extraordinary support in case of need. KEY RATING DRIVERS - SUBORDINATED DEBT AND OTHER HYBRID SECURITIES Subordinated debt and other hybrid capital issued by FHN and by various issuing vehicles are all notched down from FHN or its bank subsidiaries' VRs in accordance with Fitch's assessment of each instrument's respective non-performance and relative loss severity risk profiles. RATING SENSITIVITIES - SUBORDINATED DEBT AND OTHER HYBRID SECURITIES The ratings of subordinated debt and other hybrid capital issued by FHN and its subsidiaries are primarily sensitive to any change in FHN's VR. KEY RATING DRIVERS - LONG- AND SHORT-TERM DEPOSIT RATINGS FHN's uninsured deposit ratings are rated one notch higher than the company's IDR and senior unsecured debt because U.S. uninsured deposits benefit from depositor preference. U.S. depositor preference gives deposit liabilities superior recovery prospects in the event of default. KEY RATING SENSITIVITIES - LONG- AND SHORT-TERM DEPOSIT RATINGS The ratings of long- and short-term deposits issued by FHN and its subsidiaries are primarily sensitive to any change in FHN's long- and short-term IDRs. Fitch affirms these ratings: First Horizon National Corporation -- Long-term IDR at 'BBB-'; Outlook Stable; -- Viability at 'bbb-''; -- Short-term IDR at 'F3'; -- Senior at 'BBB-'; -- Preferred stock at 'B'; -- Support at '5'; -- Support Floor at 'NF'. First Tennessee Bank, N.A. -- Long-term IDR at 'BBB-'; Outlook Stable; -- Viability at 'bbb-'; -- Short-term IDR at 'F3'; -- Long-term deposits at 'BBB'; -- Short-term deposits at 'F3'; -- Short-term debt at 'F3'; -- Senior debt at 'BBB-'; -- Subordinated debt at 'BB+'; -- Preferred stock at 'B'; -- Support at '5'; -- Support Floor at 'NF'. First Tennessee Capital II -- Preferred stock at 'B+'. FIRST NATIONAL: Fitch Affirms 'BB+' Subordinated Debt Rating ------------------------------------------------------------ Fitch Ratings has affirmed First National of Nebraska, Inc. (FNNI) ratings at 'BBB-/F3'. The Rating Outlook remains Stable. The rating action follows a periodic review of the mid-tier regional banking group, which includes BOK Financial Corp. (BOKF), Cathay General Bancorp (CATY), East West Bancorp, Inc. (EWBC), First Horizon National Corp. (FHN), First National of Nebraska, Inc. (FNNI), First Republic Bank (FRC), Fulton Financial Corp (FULT), People's United Financial Inc. (PBCT), Synovus Financial Corp. (SNV), TCF Financial Corp. (TCB), Webster Financial Corp. (WBS), Wintrust Financial Corp (WTFC), and UMB Financial Corporation (UMB). Company-specific rating rationales for the other banks are published separately. KEY RATING DRIVERS - IDRS, VRs AND SENIOR DEBT Today's affirmation of FNNI's rating and maintenance of the Stable Outlook reflect Fitch's view that its operating performance remains stable and in-line with similarly rated peers and the general improvement in asset quality. These aspects have allowed FNNI to maintain adequate capital levels over the last year. FNNI continues to generate reasonable earnings for its rating level and business model. Earnings, measured by return on average assets (ROAA) have been stable year over year. The company generated an ROAA of 1.02% through third quarter 2014 (3Q14) compared to 1.04% the year prior. Earnings stability has been accomplished through continued improvement in overhead expense as well as the company's ability to maintain an above-average net interest margin (NIM). FNNI's ability to maintain its margin in the ongoing low rate environment is a rating strength and is primarily due to continued, balanced growth in both its credit card portfolio (5.9% YoY) and its regional bank franchise (6.2%). Fitch views this level of growth as reasonable and points toward adequate risk management controls and systems. Similar to most in the peer group, FNNI's asset quality continues to experienced positive trends. Both past-due loans and non-accrual loans were down noticeably over the past year. Non-accruing loans-to-total loans dropped to 0.75% from 1.03%, while 30-89 days past due (a useful, forward-looking metric for credit card issuers) were down to 0.64% from 0.82%. As expected, net charge-offs (NCOs) have leveled off over the last year. NCOs as a portion of gross loans were 1.52% through 3Q14 compared to 1.51% through the same period in 2013. Fitch continues to expect asset quality improvements to be nominal over the near- to medium-term as card performance across the industry has reached its peak and non-card credit losses remain stable. This expectation is reflected in today's affirmation as well as the Stable Outlook. Fitch views capital levels and capital management as appropriate for FNNI's current rating and its overall risk profile. FNNI's core capital ratios (measured by Fitch Core Capital [FCC] to total assets) was augmented by nearly 50 basis points (bps) over the last year to 8.91% while risk-based capital ratios remain well-above regulatory minimums. Fitch views these levels as adequate when considering the bank's exposure to the consumer through its credit card book and to the fairly stable economies in which its regional bank operates (primarily Nebraska, Colorado and Kansas). Liquidity risk management remains sound. With a loan-to-deposit ratio of 84%, FNNI continues to be primarily core-deposit funded and holds solid market share throughout its geographic footprint. This should aid the company in absorbing potential market risk as rates potentially rise over the next year. Fitch notes that the holding company's financial profile continues to be adequate and in line with expectations given its level of cash and other contingent sources of liquidity. The company has accumulated over $100 million in cash and has no short-term debt outstanding. RATING SENSITIVITIES - IDRS, VRs AND SENIOR DEBT Fitch views FNNI's ratings as solidly placed at 'BBB-'over the near term. However, given its relatively large credit card portfolio, Fitch expects FNNI to generate above-peer profitability over time. To the extent that profitability improves commensurately, and converges with those banks at higher ratings on a consistent basis while asset quality remains solid, upward movement could result for FNNI's VR or the Outlook could be revised to Positive. Fitch's current rating and Outlook are sensitive to capital management. As noted above, Fitch views current levels and management as appropriate. However, should capital levels be more aggressively managed either through outsized growth (organic or through acquisitions) or through a material increase in dividend payouts to the private, family ownership (greater than 50%), negative ration action could ensue. Furthermore, should asset quality metrics reverse their current trend and deteriorate (particularly on the non-card book), potentially revealing relaxed underwriting standards, an adverse rating action would likely be the result. KEY RATING DRIVERS - HOLDING COMPANY The IDR and VR of FNNI is equalized with its primary operating subsidiary First National Bank of Omaha, reflecting its role as the bank holding company, which is mandated in the U.S. to act as a source of strength for its bank subsidiaries. RATING SENSITIVITIES - HOLDING COMPANY Should FNNI's holding company begin to exhibit signs of weakness, demonstrate trouble accessing the capital markets, or have inadequate cash flow coverage to meet near-term obligations, there is the potential that Fitch could notch the holding company IDR and VR from the ratings of the operating companies. This is viewed as unlikely though for FNNI given the strength of the holding company liquidity profile. KEY RATING DRIVERS - SUPPORT RATING AND SUPPORT RATING FLOOR FNNI has a Support Rating of '5' and Support Rating Floor of 'NF'. In Fitch's view, FNNI is not systemically important and therefore, the probability of support is unlikely. IDRs and VRs do not incorporate any support. RATING SENSITVITIES - SUPPORT RATING AND SUPPORT RATING FLOOR FNNI's Support Rating and Support Rating Floor are sensitive to Fitch's assumption around capacity to procure extraordinary support in case of need. KEY RATING DRIVERS - SUBORDINATED DEBT AND OTHER HYBRID SECURITIES Subordinated debt and other hybrid capital issued by FNNI and by various issuing vehicles are all notched down from FNNI or its bank subsidiaries' VRs in accordance with Fitch's assessment of each instrument's respective non-performance and relative loss severity risk profiles. RATING SENSITIVITIES - SUBORDINATED DEBT AND OTHER HYBRID SECURITIES The ratings of subordinated debt and other hybrid capital issued by FNNI and its subsidiaries are primarily sensitive to any change in FNNI's VR. KEY RATING DRIVERS - LONG- AND SHORT-TERM DEPOSIT RATINGS FNNI's uninsured deposit ratings are rated one notch higher than the company's IDR and senior unsecured debt because U.S. uninsured deposits benefit from depositor preference. U.S. depositor preference gives deposit liabilities superior recovery prospects in the event of default. KEY RATING SENSITIVITIES - LONG- AND SHORT-TERM DEPOSIT RATINGS The ratings of long- and short-term deposits issued by FNNI and its subsidiaries are primarily sensitive to any change in FNNI's long- and short-term IDRs. Fitch has affirmed these ratings with a Stable Outlook: First National of Nebraska, Inc. -- Long-term IDR at 'BBB-'; -- Viability at 'bbb-'. -- Short-term IDR at 'F3'; -- Support Ratings at '5'; -- Support Rating Floor at 'NF'. First National Bank of Omaha -- Long-term IDR at 'BBB-'; -- Viability at 'bbb-'; -- Long-term deposits at 'BBB'; -- Short-term deposits as 'F2'; -- Short-term IDR at 'F3'; -- Subordinated debt at 'BB+'; -- Support Ratings at '5'; -- Support Rating Floor at 'NF'. FIRST REPUBLIC: Fitch Affirms 'BB' Preferred Stock Rating --------------------------------------------------------- Fitch Ratings has affirmed First Republic Bank (FRC) ratings at 'A-/F1'. The Rating Outlook remains Stable. The rating affirmation and Outlook reflects the company's strong franchise, superior asset quality through the cycle, and stable operating performance. These strengths are balanced against FRC's geographically and product-concentrated businesses and limited revenue diversification. FRC's Stable Outlook reflects Fitch's expectation that asset quality, capital and operating performance will not materially change over the medium term. The rating action follows a periodic review of the mid-tier regional banking group, which includes BOK Financial Corp. (BOKF), Cathay General Bancorp (CATY), East West Bancorp, Inc. (EWBC), First Horizon National Corp. (FHN), First National of Nebraska, Inc. (FNNI), First Republic Bank (FRC), Fulton Financial Corp (FULT), People's United Financial Inc. (PBCT), Synovus Financial Corp. (SNV), TCF Financial Corp. (TCB), Webster Financial Corp. (WBS), Wintrust Financial Corp (WTFC), and UMB Financial Corporation (UMB). Company-specific rating rationales for the other banks are published separately. KEY RATING DRIVERS - IDRs, VRs AND SENIOR DEBT Fitch considers FRC's franchise to be a key ratings strength for the company, complemented by its stable management team which has fostered a conservative credit environment. FRC is heavily focused on relationship banking that targets an affluent customer base and uses jumbo residential mortgage products lending as a feeder to its private banking and wealth management activities. This business model has produced stable operating results and solid asset quality metrics through credit cycles. FRC's pristine asset quality is also an important rating strength, as it consistently has the lowest nonperforming asset (NPA) levels amongst the entire mid-tier bank group. Fitch views FRC's strong asset quality as a product of its solid core management team, good underwriting practices, high net-worth clientele and strong local markets. FRC's earnings performance is solid. The company's return on average assets (ROAA) ranks amongst the highest of the mid-tier group's earnings profiles. That said, FRC's full year return on average assets declined from 1.20% to 1.06% due to heightened regulatory cost and net interest margin compression. Fitch expects earnings to be modestly lower in 2015 due to continued regulatory costs and margin compression. Presently, FRC's earnings profile is heavily dependent on spread revenues. However, over the long term, FRC's growing wealth management business should help diversify earnings, which could be a positive for the company's overall credit profile. Fitch recognizes FRC's solid liquidity position. The company has managed to grow deposits faster than loans in 2014. That said, FRC's loan to deposit ratio remains in the top quartile of the peer group with loans representing 103% of deposits. Fitch believes FRC's liquidity risk is significantly reduced due to FRC's strong asset quality and strong history of execution on its strategies. Fitch views FRC's capital levels to be appropriate in the context of the company's overall risk appetite and anticipates that FRC will manage its capital ratios near current levels. Moreover, FRC is still considered a de novo bank and is thus subject to elevated capital requirements. RATING SENSITIVITIES - IDRs, VRs AND SENIOR DEBT A ratings upgrade is unlikely in the near term given FRC's geographic concentration to California and limited revenue diversification. Presently, FRC is largely reliant on spread income. Further growth in fee income could strengthen the franchise strength and earnings stability over the medium-to-long term. FRC's ratings would be sensitive to negative shocks to home prices in its key markets such as San Francisco, Los Angeles, and New York City. Although Fitch expects FRC's credit quality to remain relatively unchanged in the near term, the agency remains concerned about the rapidly rising home values in San Francisco, which is a core market for the company. KEY RATING DRIVERS - SUPPORT RATING AND SUPPORT RATING FLOOR FRC has a Support Rating of '5' and Support Rating Floor of 'NF'. In Fitch's view, FRC is not systemically important and therefore, the probability of support is unlikely. IDRs and VRs do not incorporate any support. RATING SENSITVITIES - SUPPORT RATING AND SUPPORT RATING FLOOR FRC Support Rating and Support Rating Floor are sensitive to Fitch's assumption around capacity to procure extraordinary support in case of need. KEY RATING DRIVERS - SUBORDINATED DEBT AND OTHER HYBRID SECURITIES Preferred shares issued by FRC are all notched down from FRC's VRs in accordance with Fitch's assessment of each instrument's respective non-performance and relative loss severity risk profiles. RATING SENSITIVITIES - SUBORDINATED DEBT AND OTHER HYBRID SECURITIES The ratings of preferred stock issued by FRC are primarily sensitive to any change in FRC's VR. KEY RATING DRIVERS - LONG- AND SHORT-TERM DEPOSIT RATINGS FRC's uninsured deposit ratings are rated one notch higher than the company's IDR and senior unsecured debt because U.S. uninsured deposits benefit from depositor preference. U.S. depositor preference gives deposit liabilities superior recovery prospects in the event of default. KEY RATING SENSITIVITIES - LONG- AND SHORT-TERM DEPOSIT RATINGS The ratings of long- and short-term deposits issued by FRC's and its subsidiaries are primarily sensitive to any change in FRC's long- and short-term IDRs. First Republic Bank has $48 billion dollars in assets and is headquartered in San Francisco CA. The company serves predominantly high net-worth individuals and operates a network of 73 offices, including 68 licensed deposit-taking branches, which are primarily located in San Francisco, Palo Alto, Los Angeles, Santa Barbara, Newport Beach, San Diego, New York, Boston, Palm Beach and Portland. Approximately 65% of loans outstanding are in California and 19% are in New York. Fitch affirmed these ratings with a Stable Outlook: First Republic Bank -- Long-term IDR at 'A-'; Outlook Stable -- Short-term IDR at 'F1'; -- Viability Rating at 'a-'; -- Long-term deposit at 'A'; -- Short-Term deposits at 'F1'; -- Senior Unsecured at 'A-' -- Preferred stock at 'BB': -- Support Floor 'NF'; -- Support '5'. FLYING STAR CAFES: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Flying Star Cafes, Inc., a NM corporation dba Flying Star dba Rio Chan Foods, LLC aka Flying Star Commissary dba Flying Star Foods, LLC aka Flying Star/Satellite Coffee aka Flying Star Foods 2701 Broadway Blvd NE, Suite A Albuquerque, NM 87107 Case No.: 15-10182 Chapter 11 Petition Date: January 30, 2015 Court: United States Bankruptcy Court New Mexico (Albuquerque) Judge: Hon. David T. Thuma Debtor's Counsel: Daniel J Behles, Esq. MOORE, BERKSON & GANDARILLA, P.C. 3800 Osuna Rd NE, STE #2 Albuquerque, NM 87109 Tel: 505-242-1218 Fax: 505-242-2836 Email: dan@behles.com - and - Arin Elizabeth Berkson, Esq. MOORE, BERKSON & GANDARILLA, P.C. 3800 Osuna Rd NE, STE #2 Albuquerque, NM 87109 Tel: 505-242-1218 Fax: 505-242-2836 Email: mbglaw@swcp.com - and - Bonnie Bassan Gandarilla, Esq. MOORE, BERKSON & GANDARILLA, P.C. 3800 Osuna Rd NE, STE #2 Albuquerque, NM 87109 Tel: 505-242-1218 Fax: 505-242-2836 Email: mbglaw@swcp.com - and - George M Moore, Esq. MOORE, BERKSON & GANDARILLA, P.C. 3800 Osuna Rd NE, STE #2 Albuquerque, NM 87109 Tel: 505-242-1218 Fax: 505-242-2836 Email: mbglaw@swcp.com - and - Koo Im Sakayo Tong, Esq. MOORE, BERKSON, & GANDARILLA, P.C. 3800 Osuna Rd NE, STE #2 Albuquerque, NM 87109 Tel: 505-242-1218 Fax: 505-242-2836 Email: kooimt@swcp.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Jean Bernstein, president/CEO. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/nmb15-10182.pdf FULTON CAPITAL: Fitch Affirms 'BB' Preferred Stock Rating --------------------------------------------------------- Fitch Ratings has affirmed Fulton Financial Corp. (FULT) ratings at 'BBB+/F2'. The Rating and Outlook remains Stable. The affirmation reflects it solid earnings, asset quality and capital levels in line with its current rating. The rating action follows a periodic review of the mid-tier regional banking group, which includes BOK Financial Corp. (BOKF), Cathay General Bancorp (CATY), East West Bancorp, Inc. (EWBC), First Horizon National Corp. (FHN), First National of Nebraska, Inc. (FNNI), First Republic Bank (FRC), Fulton Financial Corp (FULT), People's United Financial Inc. (PBCT), Synovus Financial Corp. (SNV), TCF Financial Corp. (TCB), Webster Financial Corp. (WBS), Wintrust Financial Corp (WTFC), and UMB Financial Corporation (UMB). Company-specific rating rationales for the other banks are published separately. KEY RATING DRIVERS - IDRs, VRs AND SENIOR DEBT Asset quality trends continue to improve in line with its rated peers. Fitch expects nonperforming asset levels to be relatively flat year over year. Fulton's loan portfolio growth has been modest and commercial loan exposure is well diversified. Although FULT operates in the Pennsylvania market where the Marcellus Shale exists, FULT's footprint is further east of economies primarily driven by shale. As such, Fitch does not anticipate meaningful impact from declining energy prices in the near term. FULT's operating performance is solid and ranks in the top half of the mid-tier peer group. Fitch believes ROA will continue to perform at cyclical lows during the low rate environment. However, Fitch has incorporated the expectation of earnings improvement once the interest rate environment improves. FULT's liquidity profile remains solid. FULT's funding base is mostly composed of core deposits. FULT's loan-to-deposit ratio is 97%, which ranks among the top quartile of the mid-tier group. Fitch expects this ratio to be relatively flat in the near term as loan growth and deposit growth have been moderate. Capital levels remain solid and in-line with the mid-tier regional bank peer. Fitch expects capital levels will relatively flat and modest capital fluctuations are not anticipated to impact to FULT's ratings. RATING SENSITIVITIES - IDRs, VRs AND SENIOR DEBT FULT is solidly situated at its current rating level. While near term ratings improvement is unlikely, FULT could garner positive ratings momentum should the company improve franchise strength as demonstrated by both funding costs and profitability consistently ranking amongst the top quartile of the mid-tier banks. However, negative ratings pressure could build should asset quality trends decline significantly or should capital management become more aggressively managed. Further, ratings could move lower over the long term if competitive pressures from larger banking institutions negatively impact FULT's ability to compete in its core markets. RATING SENSITIVITIES - HOLDING COMPANY Should FULT's holding company begin to exhibit signs of weakness, demonstrate trouble accessing the capital markets, or have inadequate cash flow coverage to meet near-term obligations, there is the potential that Fitch could notch the holding company's IDR and VR from the ratings of the operating companies. This is viewed as unlikely though for FULT given the strength of the holding company liquidity profile. KEY RATING DRIVERS - SUPPORT RATING AND SUPPORT RATING FLOOR FULT has a Support Rating of '5' and Support Rating Floor of 'NF'. In Fitch's view, FULT is not systemically important and therefore, the probability of support is unlikely. IDRs and VRs do not incorporate any support. RATING SENSITIVITIES - SUPPORT RATING AND SUPPORT RATING FLOOR FULT's Support Rating and Support Rating Floor are sensitive to Fitch's assumption around capacity to procure extraordinary support in case of need. KEY RATING DRIVERS - SUBORDINATED DEBT AND OTHER HYBRID SECURITIES Subordinated debt and other hybrid capital issued by FULT and by various issuing vehicles are all notched down from FULT or its bank subsidiaries' VRs in accordance with Fitch's assessment of each instrument's respective non-performance and relative loss severity risk profiles. RATING SENSITIVITIES - SUBORDINATED DEBT AND OTHER HYBRID SECURITIES The ratings of subordinated debt and other hybrid capital issued by FULT and its subsidiaries are primarily sensitive to any change in FULT's VR. To the extent that one of FULT's subsidiary or affiliated companies is not considered to be a core business, Fitch could also notch the subsidiary's rating from FULT's IDR. KEY RATING DRIVERS - LONG- AND SHORT-TERM DEPOSIT RATINGS FULT's uninsured deposit ratings are rated one notch higher than the company's IDR and senior unsecured debt because U.S. uninsured deposits benefit from depositor preference. U.S. depositor preference gives deposit liabilities superior recovery prospects in the event of default. KEY RATING SENSITIVITIES - LONG- AND SHORT-TERM DEPOSIT RATINGS The ratings of long- and short-term deposits issued by FULT and its subsidiaries are primarily sensitive to any change in FULT's long- and short-term IDRs. Fulton Financial is a bank holding company that is headquartered in Lancaster, PA and has $17 billion in assets. Fitch has affirmed these ratings with a Stable Outlook: Fulton Financial Corporation -- Long-term IDR at 'BBB+'; Outlook Stable; -- Short-term IDR at 'F2'; -- Viability Rating at 'bbb+'; -- Subordinated debt at 'BBB'; -- Support affirmed at '5'; -- Support Floor at 'NF'. Fulton Bank, N.A. -- Long-term IDR at 'BBB+'; Outlook Stable; -- Long-term deposits at 'A-'; -- Short-term IDR at 'F2'; -- Short-term deposits at 'F2'; -- Viability Rating at 'bbb+'; -- Support '5'; -- Support Floor at 'NF'. The Columbia Bank -- Long-term IDR at 'BBB+'; Outlook Stable; -- Long-term deposits at 'A-'; -- Short-term IDR at 'F2'; -- Short-term deposits at 'F2'; -- Viability Rating at 'bbb+'; -- Support '5'; -- Support Floor at 'NF'. Lafayette Ambassador Bank -- Long-term IDR at 'BBB+'; Outlook Stable; -- Long-term deposits at 'A-'; -- Short-term IDR at 'F2'; -- Short-term deposits at 'F2'; -- Viability Rating at 'bbb+'; -- Support '5'; -- Support Floor at 'NF'. Fulton Bank of New Jersey -- Long-term IDR at 'BBB+'; Outlook Stable ; -- Long-term deposits at 'A-'; -- Short-term IDR at 'F2'; -- Short-term deposits at 'F2'; -- Viability Rating at 'bbb+'; -- Support '5'; -- Support Floor at 'NF'. Fulton Capital Trust I -- Preferred stock at 'BB'. GERTRUDE STREET: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor affiliates filing separate Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- Gertrude Street Metal Recycling, Inc. 15-30141 3700 S. Gertrude Street South Bend, IN 46614 Randy's Metal Recycling, Inc. 15-30142 3700 S. Gertrude Street South Bend, IN 46614 Going Green Metal Recycling, Inc. 15-30143 1715 E. 226th Street Cicero, IN 46034 NRJ Real Estate, LLC 15-30144 3700 S. Gertrude Street South Bend, IN 46614 Randy's Territorial, LLC 15-30145 3700 S. Gertrude Street South Bend, IN 46614 Chapter 11 Petition Date: January 30, 2015 Court: United States Bankruptcy Court Northern District of Indiana (South Bend Division) Judge: Hon. Harry C. Dees, Jr. Debtors' Counsel: R. William Jonas, Jr., Esq. HAMMERSCHMIDT, AMARAL & JONAS 137 N. Michigan Street South Bend, IN 46601 Tel: (574) 282-1231 Fax: (574) 282-1234 Email: rwj.haj@sbcglobal.net - and - R. William Jonas(TT), Jr., Esq. HAMMERSCHMIDT, AMARAL & JONAS 137 N. Michigan Street South Bend, IN 46601 Tel: 574-282-1231 Fax: 574-282-1234 Email: trt@hajlaw.com Total Total Assets Liabilities ---------- ----------- Gertrude Street Metal Recycling $80,717 $2.11MM Randy's Metal Recycling $1.82MM $3.56MM Going Green Metal Recycling $27,329 $1.60MM NRJ Real Estate $500,020 $1.75MM Randy's Territorial $600,025 $1.60MM The petitions were signed by Randall C. Schlipp, president. A. A list of Gertrude Street Metal Recycling's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/innb15-30141.pdf B. A list of Randy's Metal Recycling's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/innb15-30142.pdf C. A list of Going Green Metal Recycling's three largest unsecured creditors is available for free at: http://bankrupt.com/misc/innb15-30143.pdf D. A list of NRJ Real Estate's two largest unsecured creditors is available for free at http://bankrupt.com/misc/innb15-30144.pdf E. A list of Randy's Territorial's largest unsecured creditor is available for free at http://bankrupt.com/misc/innb15-30145.pdf HERRING CREEK: Disclosure Statement Hearing on Feb. 27 ------------------------------------------------------ The U.S. Bankruptcy Court for the District of Massachusetts will hold a hearing on Feb. 27, 2015, at 9:30 a.m. to consider approval of the disclosure statement explaining the Plan of Reorganization filed by debtor Herring Creek Acquisition Co., LLC Objections to to the Disclosure Statement are due Feb. 20. The Debtor filed the Plan and Disclosure Statement on Jan. 16. Formed in 1995, the Debtor owns and manages several parcels of real property located in Edgartown, Massachusetts. Three of the parcels on the Property are rented and generate income for the Debtor. The Debtor's manager, Robert Hughes, manages the Property. The Debtor was forced to file bankruptcy because New England Phoenix Co., Inc., a creditor asserting a secured claim, had scheduled a foreclosure sale for one of the Debtor's parcels of real property. The Plan provides for the sale of certain real estate, the restructuring of the Debtor's operations, and, except for creditors who have agreed to different treatment, for the payment of creditors in full. A summary of the types of Claims and the recovery for each type of Claim under the Plan: Gross Estimated Claims at Plan Voting Type of claim Petition Date Treatment Status ------------- --------------- --------- ------ Class 1 Anderson $24,500,000 Subject to Plan Impaired/ Secured Claim Support Agreement Entitled to vote Class 2 Beckers $3,000,000 Paid up to Impaired/ Secured Claim $2,500,000 Entitled to vote Class 3 New $2,600,000 Paid in full Unimpaired England Phoenix Co., Inc. Secured Claim Class 4 Owen $3,600,000 Paid in full Unimpaired Secured Claim Class 5 Santander $2,505,000 Paid in full Unimpaired Bank N.A. or reinstated Secured Claim Class 6 Herring $59,000 Paid in full Unimpaired Creek Landowners Association Claims Class 7 General $53,611 Paid in full Impaired/ Unsecured Claims Entitled to vote Class 8 Equity N/A Retain equity Impaired/ Interests interests entitled to vote The membership interests of the Debtor are held as follows: -- 50% by The Hughes Family Realty Trust, for which Robert Hughes and Susan Hughes are trustees, and -- 25% each by Megan M. Johnson (formerly Megan M. Hughes) and Sarah H. Douglas (formerly Sarah D. Hughes), the daughters of Robert and Susan Hughes. Robert Hughes is the sole manager of the Debtor, and will continue to be the sole manager of the Debtor after the Effective Date. Mr. Hughes is not and will not be paid a salary to manage the Debtor. A copy of the 29-page Disclosure Statement is available at: http://bankrupt.com/misc/HerringCreek_27_DS.pdf Herring Creek Acquisition Co., LLC, filed a Chapter 11 bankruptcy petition (Bankr. D. Mass. Case No. 14-15309) in Boston on Nov. 12, 2014, without stating a reason. The Debtor disclosed $22.3 million in assets and $36.8 million in liabilities as of the Chapter 11 filing. The case is assigned to Judge William C. Hillman. Donald Ethan Jeffery, Esq., at Murphy & King, in Boston, serves as counsel to the Debtor. HERRING CREEK: Feb. 6 Hearing on Bid for Buyer's Concessions ------------------------------------------------------------ Herring Creek Acquisition Co., LLC, will return to the Bankruptcy Court on Friday, February 6, 2015, to seek approval of certain expenses in connection with the Debtor's proposed sale of assets pursuant to its plan of reorganization. The Debtor's Plan proposes to fund distributions to creditors through the sale of a portion of the Debtor's real property to Dream Enterprises, LLC, pursuant to a Purchase and Sale Agreement -- P&S -- previously negotiated between the Debtor and the Buyer. The Debtor has reached an agreement with two of its secured creditors regarding their plan treatment. Pursuant to its agreement with secured creditor Porter Anderson, Anderson has agreed to provide a so-called "SPM Carve-Out" to be used to fund the Plan. Along with the Debtor's other assets and cash flow, the Carve-Out will permit the Debtor to pay all creditors, except those who agree to different treatment, in full. The P&S provides in part for the payment by the Debtor, or setoff by the Buyer against rent due to the Debtor, of break-up fees and certain costs and expenses related to the Buyer's efforts and financial risks attendant to the Sale. The P&S requires that the Debtor obtain the Court's approval of concessions by February 9. To compensate the Buyer for the time, effort, and expense incurred in negotiating, documenting, and seeking to consummate the Sale, the P&S provides that, under certain circumstances, that the Buyer will become entitled to specified payments and setoff rights from the Debtor: a. The Buyer shall be entitled to offset, against the portion of the Purchase Price allocated to the Farm Property, attorneys fees reasonably incurred after the closing of the Cove House sale in connection with the purchase of the Farm Property -- Farm Bankruptcy Legal Fees Offset; b. In the event that the Buyer fulfills its obligations under the P&S and either: (i) the Cove House is sold to any party other than the Buyer or the Buyer's affiliate pursuant to a an order of the Court, or (ii) a plan of reorganization of the Debtor is confirmed pursuant to which the Debtor retains possession of the Cove House and subsequently, within six months after such confirmation, the Debtor sells the Cove House to anyone other than the Buyer or the Buyer's affiliate, the Debtor shall pay to the Buyer the amount of $435,000 -- Cove House Break-Up Fee; c. In the event that the Buyer fulfills its obligations under the P&S and either: (i) the Farm Property is sold to any party other than the Buyer or the Buyer's affiliate pursuant to a an order of the Court, or (ii) a plan of reorganization of the Debtor is confirmed pursuant to which the Debtor retains possession of the Farm Property and subsequently, within six months after such confirmation, the Debtor sells the Farm Property to anyone other than the Buyer or the Buyer's affiliate, the Debtor shall pay to the Buyer the amount of $105,000 -- Farm Break-Up Fee; and d. In the event that the Buyer terminates the P&S in accordance with its terms, because of the Debtor's default or failure to perform its obligations under the P&S, the Buyer shall be entitled to offset the cost of any Inspections incurred by the Buyer prior to such termination against any amounts of rental still due and payable under the lease of the Cove House by MCCMT, LLC -- Inspection Offset. The Sale proceeds will provide the largest portion of the funds used to make the distributions contemplated under the Plan. If confirmed, the Plan provides for the payment in full of all creditors, other than those who agree to different treatment. Due to the unique nature of the Debtor's properties, the Buyer has and will continue to expend significant resources conducting due diligence, and in negotiating and documenting the sale of Cove House and the Farm Property. The Buyer Concessions were negotiated between the Debtor and the Buyer in good faith as part of the arm's-length Sale transaction. The Farm Bankruptcy Legal Fees Offset reimburses the Buyer for certain costs associated with the Debtor's bankruptcy proceeding which may not have been incurred if the Sale had occurred outside of a bankruptcy. The Cove House Breakup Fee, the Farm Breakup Fee, and the Inspection Offset insure that the Buyer will be reimbursed for its costs incurred in its sale efforts in the event that it is not successful in acquiring either property. In the event that the transaction contemplated by the P&S does not close, the Debtor intends to locate and sell Cove House and the Farm Property to a different buyer. In such a sale, the work done and to be done by the Buyer will benefit the Debtor as it will make it easier to locate and close with a different buyer. The Buyer's Concessions in the aggregate constitute less than 4% of the Purchase Price. In light of the benefits provided by the Buyer to the Debtor's estate by the Sale, the Buyer Concessions should be approved as administrative expenses of the estate, the Debtor said. About Herring Creek Acquisition Co. Herring Creek Acquisition Co., LLC, filed a Chapter 11 bankruptcy petition (Bankr. D. Mass. Case No. 14-15309) in Boston on Nov. 12, 2014, without stating a reason. The Debtor disclosed $22.3 million in assets and $36.8 million in liabilities as of the Chapter 11 filing. The case is assigned to Judge William C. Hillman. Donald Ethan Jeffery, Esq., at Murphy & King, in Boston, serves as counsel to the Debtor. HERRING CREEK: Selling 2 Properties to Dream for $18 Million ------------------------------------------------------------ Herring Creek Acquisition Co., LLC, the owner and manager of several parcels of real property located in Edgartown, Massachusetts, has a deal to sell its Cove House and Farm Property to Dream Enterprises LLC, an affiliate of MCCMT LLC, for $18 million. Cove House, located at 27 Butler's Cove Road, is improved by a five bedroom, seven bathroom house, and is rented seasonally. As of the Petition Date, the Debtor had entered into a lease of Cove House with MCCMT for the period between November, 2014 and September 8, 2015. Farm, located at 17, 19 and 23 Butler's Cove Road has a four bedroom, 3 bathroom apartment, as well as a separate house called the Flagpole House. The apartment on Farm is rented seasonally. On Dec. 11, 2014, the Debtor executed the purchase and sale agreement with Dream Enterprises. The buyer and its principals are not Insiders or affiliates of the Debtor. Of the approximately $18 million purchase price, $14,450,000 is assigned as the purchase price for Cove House. A deposit for the sale of Cove House of $722,500 has been paid to the escrow agent, McCarron, Murphy & Vukota. At the closing of Cove House sale, the Buyer will pay the remainder of Cove House purchase price -- $13,727,500. The price assigned to the sale of the Farm Property is $3,500,000. A deposit of $174,960 for the sale of the Farm Property has been paid to the Escrow Agent. At the closing of the Farm Property transaction, the Buyer will pay the remainder of the agreed purchase price -- $3,325,040. At a sale price of $14,450,000, the closing of the Cove House sale will generate enough cash to pay the Cove House Claim of Santander Bank N.A. and the Secured Claim of Walters E. Owens in full under the Debtor's plan -- which was filed on January 16, 2015, and reported in today's issue of the Troubled Company Reporter -- with enough cash remaining to fund a carveout under a Support Agreement the Debtor reached with Porter W. Anderson, Jr. Anderson has a claim against the Debtor in the amount of $24,500,000 that is secured by a third priority mortgage on Cove House. He has agreed to carve out from the proceeds of his third priority Lien against Cove House certain amounts to fund the transactions contemplated in the Plan. As long as he receives the agreed upon treatment under the Plan, Anderson consents to the sale of Cove House and agrees to support and vote for the Plan. The Carveout permits the payment in full of New England Phoenix Company, Inc.'s claims, the payment of Administrative and non-Insider General Unsecured Claims in full, and the funding of a payment on account of the claims of William R. Beckers, Trustee of the WR & SL Revocable Trust. Beckers has a claim against the Debtor in the asserted amount of $3,00,000 that is secured by a fourth priority mortgage on Cove House. NEPCO has a claim against the Debtor in the asserted amount of $2,800,000 that is secured by a fifth priority mortgage on Cove House and by a second priority mortgage on Sanderling and a second priority mortgage on the Farm. The principal amount of the NEPCO claim is approximately $2,600,000. Walter E. Owen, as trustee of the Walter E. Owen, III 2001 Trust, has a claim against the Debtor in the asserted amount of $3,600,000 that is secured by a second priority mortgage on Cove House. Santander Bank has the following claims against the Debtor: (i) a claim in the asserted amount of $1,480,229 that is secured by a first priority mortgage on Cove House; (ii) a claim in the asserted amount of $1,024,556 that is secured by a first priority mortgage on Farm; and, (iii) a claim in the asserted amount of $475,035 that is secured by a first priority mortgage on Sanderling. The Herring Creek Landowners' Association may have a secured claim for unpaid association dues of approximately $59,000. Prior to accepting the Buyer's offer, the Debtor obtained an opinion of value for Cove House and the Farm Property from Conover Realty/ LandVest, one of the real estate brokerage firms on Martha's Vineyard. In the opinion of LandVest, the Buyer's offer met or exceeded the value of Cove House and the Farm Property. From time to time, the Debtor also received unsolicited expressions of interest from various parties, but none was higher than the Buyer's offer. The purchase and sale agreement provides for the sale of Cove House in advance of the sale of the Farm Property. The key conditions to the closing of Cove House sale are: (i) the Buyer obtaining final approval for the construction of a path and boat ramp connecting Cove House with the Edgartown Great Pond, a fence associated with the access path and a shed near Cove House pool; (ii) the Debtor obtaining final approval for a subdivision or reorganization of the lots comprising the Farm Property to conform with the recorded plan related to the Farm Property or to effect the transfer of a sliver of land from Cove House lot to the Farm lot; (iii) seller's receipt of the Anderson Support Agreement; and (iv) entry of an order of the Court, not subject to stay or appeal, authorizing the sale of Cove House to the Buyer. The Cove House closing is set to take place within 10 days after the satisfaction of its key closing conditions. The Debtor spent a substantial amount of time prior to the Petition Date resolving the non-bankruptcy Cove House closing conditions, and, subject to confirmation of the Plan, expects to be able to close the sale of Cove House upon entry of a Confirmation Order. The key conditions to the closing of the Farm Property sale are: (i) the Buyer obtaining final approval for the plans and specifications for the renovation of the Farm; (ii) the Debtor obtaining the consent of the F.A.R.M. Institute, Inc. and The Nature Conservancy for the assignment of the Debtor's sublease of the Central Field to the Buyer; (iii) entry of an order of the Court, not subject to stay or appeal, authorizing the sale of the Farm and the assignment of the Central Field sublease to the Buyer; and (iv) the closing of Cove House sale. The Farm Property closing is set to take place within 10 days after the satisfaction of its key closing conditions. The purchase and sale agreement includes a provision for the payment of a break-up fee in the event that Cove House or the Farm Property is sold to a party other than the Buyer or if the Debtor retains these properties pursuant to a plan of reorganization and subsequently sells either property within six months of the confirmation of such plan. The Debtor has filed a separate motion seeking Court approval for the break-up fee. If the Debtor is not successful in obtaining Court approval for the break-up fee, the Buyer, in its discretion, may terminate the purchase and sale agreement. The purchase and sale agreement includes a provision for the payment of broker's fees to Tea Lane Real Estate, LLC equal to 3% of the purchase price in consideration of its services in facilitating the sale transactions contemplated in the purchase and sale agreement. Subject to confirmation of the Plan, the Debtor will pay one-half of the Brokers' fees -- 218,700 at the closing of the Cove House sale and $51,300 at the closing of the Farm Property sale. The Buyer will pay the other half of the Broker's fees. If the Cove House closing occurs prior to July 1, 2015, the Buyer is entitled to a credit against the Farm Property purchase price for a certain amount of the rent paid to the Debtor under the MCCMT lease of Cove House. If the Cove House closing occurs after July 1, 2015, MCCMT shall continue as Lessee of Cove House and, to the extent a Cove House closing occurs within its lease period the Buyer shall be entitled to a prorated credit against the Farm Property purchase price at the Farm Property closing. The Buyer, in its discretion, may terminate the purchase and sale agreement and obtain the return of the deposits that have been paid if the Debtor is not successful in obtaining an order from the Court approving Cove House sale within 120 days of the Effective Date of the purchase and sale agreement. If the Debtor is unable to obtain Court approval for the Farm Property sale within 120 days of the P&S Effective Date, the Buyer, in its discretion, may terminate the P&S, or just the Farm Property transaction, and obtain the return of all the deposits or just the deposit with respect to the Farm Property transaction, as applicable. The purchase and sale agreement provides the Buyer with a diligence period of 30 days following the P&S Effective Date for Cove House, and six months following the P&S Effective Date for the Farm Property. During these periods, the Buyer has the opportunity to conduct surveys, review title, undertake feasibility studies and perform other legal diligence, and may terminate the purchase and sale agreement if its findings under those studies and diligence are not acceptable to the Buyer. The purchase and sale agreement does not convey the Debtor's Sanderling or the Flagpole House properties to the Buyer. These properties will be retained by the Debtor. About Herring Creek Acquisition Co. Herring Creek Acquisition Co., LLC, filed a Chapter 11 bankruptcy petition (Bankr. D. Mass. Case No. 14-15309) in Boston on Nov. 12, 2014, without stating a reason. The Debtor disclosed $22.3 million in assets and $36.8 million in liabilities as of the Chapter 11 filing. The case is assigned to Judge William C. Hillman. Donald Ethan Jeffery, Esq., at Murphy & King, in Boston, serves as counsel to the Debtor. HERRING CREEK: UST & NEPCO Object to Buyers' Concessions -------------------------------------------------------- William K. Harrington, the United States Trustee, asks the Bankruptcy Court to deny the request of Herring Creek Acquisition Co., LLC, for approval of certain sale-related expenses. The U.S. Trustee said the purchaser of certain of the Debtor's assets is acquiring certain real and other personal property through a proposed plan of reorganization, not through a Section 363 sale, for which there is no opportunity for any higher and better offers to be submitted. The U.S. Trustee argued that the form and type of expenses sought through the Expense Motion are those which are typically found in a "stalking horse" bid and related transaction under Section 363 of the Bankruptcy Code. However, the underlying transaction is not based on any premise that the due diligence already conducted by the proposed buyer is diligence which will benefit the estate in the event of a subsequent bid. Moreover, upon information and belief, a significant amount of due diligence has already been conducted relative to the proposed sale under the plan between the Debtor and the purchaser Dream Enterprises, LLC, and the transaction contemplated has been in the negotiation stage since well prior to the petition date. New England Phoenix Co., Inc., also objects, arguing that the Debtor's request is at best premature. NEPCO said the Debtor has demonstrated no rationale for approving what essentially amount to "stalking horse" bid protections to the putative purchaser in the context of private sale in connection with a reorganization plan. NEPCO is represented by: Armando E. Batastini, Esq. Lee Harrington, Esq. NIXON PEABODY LLP One Citizens Plaza Providence, RI 02903 Tel: (401) 454-1000 Fax: (866) 680-8453 E-mail: abatastini@nixonpeabody.com lharrington@nixonpeabody.com mryone@nixonpeabody.com hrothemich@nixonpeabody.com Rian Vernon, Esq. -- mabk@harmonlaw.com -- argues on behalf of Santander Bank, N.A. About Herring Creek Acquisition Co. Herring Creek Acquisition Co., LLC, filed a Chapter 11 bankruptcy petition (Bankr. D. Mass. Case No. 14-15309) in Boston on Nov. 12, 2014, without stating a reason. The Debtor disclosed $22.3 million in assets and $36.8 million in liabilities as of the Chapter 11 filing. The case is assigned to Judge William C. Hillman. Donald Ethan Jeffery, Esq., at Murphy & King, in Boston, serves as counsel to the Debtor. IBAHN CORP: Seeks Plan Extension Pending Dismissal Ruling --------------------------------------------------------- iBahn Corporation, et al., ask the U.S. Bankruptcy Court for the District of Delaware to further extend their exclusive periods for filing a plan through and including March 6, 2015, and through and including May 6, 2015, for obtaining acceptances of a plan. The Court will convene a hearing on Feb. 3 on the Debtors' request for dismissal of their Chapter 11 cases. In support of their dismissal request, the Debtors related that they have closed on the Court approved sale of substantially all of their assets to Guest-Tek Interactive Entertainment, Ltd., and after the sale, they no longer had any material assets and have conducted virtually no business operations since the closing of the sale other than winding down the business. The Debtors seek further extension of their exclusive periods out of abundance of caution to preserve their rights in the event the dismissal request is not approved. About iBahn Corp. Salt Lake City, Utah-based IBahn Corp., a provider of Internet services to hotels, sought bankruptcy protection (Bankr. D. Del., Case No. 13-12285), citing a loss of contracts with largest customer Marriott International Inc. and patent litigation costs. IBahn Chief Financial Officer Ryan Jonson said the company had assets of $13.6 million and it listed liabilities of as much as $50 million in the Chapter 11 filing on Sept. 6, 2013. The petitions were signed by Ryan Jonson as chief financial officer. Judge Peter J. Walsh presides over the case. Laura Davis Jones, Esq., Davis M. Bertenthal, Esq., James E. O'Neill, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang, Ziehl Young & Jones, LLP, serve as the Debtors' counsel. The Debtors' claims and noticing agent is Epiq Bankruptcy Solutions. Epiq also serves as administrative agent. Houlihan Lokey Capital, Inc., serves as financial advisor and investment banker. IPC CORP: Shift in Term Loan No Impact on Moody's B3 CFR -------------------------------------------------------- Moody's Investors Service said that there is no impact on IPC Corp.'s B3 Corporate Family Rating ("CFR"), B1 and Caa2 ratings on the company's proposed first lien and second lien credit facilities, following the company's announcement of approximately $40 million shift in its proposed capital structure from 2nd lien to 1st lien term loan. After the shift in term loans, the amounts of first lien and second lien term loans are $595 million and $305 million, respectively. Although ratings are not impacted by the revised transaction, the revolver is anticipated to be partially drawn to fund the original issuance discount of the loans, which moderately weakens the company's liquidity profile. Ratings Rationale The B3 CFR reflects IPC's high leverage combined with its high business risk profile, as demonstrated by volatile and uncertain demand for the company's specialized telephony products and non-recurring nature of trading turrets installation revenues (historically about 25% of total revenues). As the overall market for trading turret systems has limited growth prospects, Moody's believes that recent sales increases only temporarily benefit the company's credit profile. Moody's also expects IPC's margins to remain under pressure as the company grows sales of its lower margin data services to offset the pricing pressure in its higher margin voice connectivity services. The company's data services business is relatively small but has been growing at strong double digit rates and has the potential to improve its margins as it achieves scale. IPC's ratings are supported by the company's leading market position as a supplier of specialized telephony systems to traders and brokers in the financial services industry and long standing relationships with key customers. The positive rating outlook reflects Moody's expectation that IPC's credit metrics will strengthen over the next 12 to 18 months, supported by strong demand on its trading turret systems over the near to medium term and stabilization in network services business. The company's credit profile also benefits from the full year impact of recent cost saving measures. The company's leverage (measured on a Moody's adjusted debt to EBITDA basis) could decline towards 5 times particularly if the company uses free cash flow to pay down debt. Liquidity is adequate but modest based on estimated cash at closing of $10 million and a $25 million revolver, anticipated to be partially drawn at the close of transaction. The company is expected to generate free cash flow in excess of $50 million in the first year after closing (excluding transaction costs). IPC's ratings could be pressured by a sustained decline in revenues or EBITDA resulting from competitive challenges or weak business execution particularly if leverage is sustained above 7.0 times or if free cash flow is negative. Furthermore, if the company's liquidity situation deteriorates, a downgrade is possible. IPC's ratings could be upgraded if IPC demonstrates revenue and earnings growth and reduces debt to maintain leverage below 5.5 times and free cash flow to debt greater than 8%. An upgrade is unlikely however unless funded debt is reduced to well under $800 million. The principal methodology used in these ratings was Global Communications Equipment Industry published in June 2008. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. IPC, headquartered in Jersey City, New Jersey, provides integrated, specialized communications solutions to global enterprises, primarily in the financial services industry. The company, with revenues of approximately $499 million for the fiscal year ended September 30, 2014 is being acquired by funds affiliated with private equity firm Centerbridge. KIOR INC: Feb. 19 Hearing on MDA's Bid to Sue KFT Trust, 5 Others ----------------------------------------------------------------- The U.S. Bankruptcy Court in Delaware is set to hold a hearing on Feb. 19 to consider Mississippi Development Authority's motion to sue KFT Trust and five others in behalf of KiOR Inc. KiOR previously agreed to release its claims in exchange for financing from the trust's wholly-owned subsidiary Pasadena Investments LLC, which was formed three days before the company filed for bankruptcy protection. According to the agency, KiOR allegedly did not perform due diligence to confirm the validity of its claims against the trust, Khosla Ventures III LP, VNK Management LLC, 1538731 Alberta Ltd., 1538716 Alberta Ltd., and KFT trustee Vinod Khosla. The deadline for filing objections to the motion is Feb. 6, at 4:00 p.m. (Prevailing Eastern Time). About Kior Inc. KiOR, Inc., and wholly owned subsidiary KiOR Columbus, LLC, are development stage, renewable fuels companies based in Pasadena, Texas and Columbus, Mississippi, respectively. KiOR, Inc., was founded in 2007 as a joint venture between Khosla Ventures, LLC, and BIOeCon B.V. KiOR Inc.'s primary business is the development and commercialization of a ground-breaking proprietary technology designed to generate a renewable crude oil from non-food cellulosic biomass. KiOR, Inc. filed a Chapter 11 petition (Bankr. D. Del. Case No. 14-12514) on Nov. 9, 2014, in Delaware. Through the chapter 11 case, the Debtor intends to reorganize its business or sell substantially all of its assets so that it can continue its core research and development activities. KiOR Columbus did not seek bankruptcy protection. The Debtor disclosed $58.3 million in assets and $261 million in liabilities as of June 30, 2014. The Debtor is represented by Mark W. Wege, Esq., Edward L. Ripley, Esq., and Eric M. English, Esq., at King & Spalding, LLP, in Houston, Texas; and John Henry Knight, Esq., Michael Joseph Merchant, Esq., and Amanda R. Steele, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware. The Debtor's financial advisor is Alvarez & Marsal. Guggenheim Securities, LLC, is the Debtor's investment banker. Epiq Bankruptcy Solutions, LLC, is the Debtor's claims and noticing agent. Pasadena Investments, LLC, as administrative agent for a consortium of lenders, committed to provide up to $15 million in postpetition financing. The DIP Agent is represented by Thomas E. Patterson, Esq., at Klee, Tuchin, Bogdanoff & Stern LLP, in Los Angeles, California, and Michael R. Nestor, Esq., at Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware. LANTHEUS MEDICAL: S&P Revises Outlook to Stable & Affirms 'B-' CCR ------------------------------------------------------------------ Standard & Poor's Ratings Services revised its rating outlook on Lantheus Medical Imaging Inc. to stable from negative. At the same time, S&P affirmed its 'B-' corporate credit rating and 'B-' issue-level rating on the company's unsecured notes. "The outlook revision reflects a stabilization of the company's business that contributed to financial performance, through the first nine months of 2014, that is trending to exceed our base-case expectation for full-year 2014," said Standard & Poor's credit analyst Michael Berrian. S&P now believes that EBITDA will be about $60 million for all of 2014, which is about 10% higher than S&P's previous forecast. S&P also expects cash flow to be higher than its original estimate. Although S&P revised downward its 2015 expectations as a result of competitive pressures and the absence of a contract with Cardinal Health, S&P still expects Lantheus will generate modest free cash flow. The stabilization of Lantheus' business during 2014 resulted in leverage declining to 7.8x at Sept. 30, 2014. S&P now expects full-year leverage to be about 7x, which exceeds its prior base-case estimate of 7.6x. EBITDA coverage of interest has also improved, to 1.4x at Sept. 30, 2014, and S&P expects the company to sustain that coverage level above 1x through 2015. Despite the improvement, both measures remain consistent with S&P's assessment of financial risk as "highly leveraged". The stable outlook reflects S&P's view that Lantheus will be able to maintain leverage at about 8x, preserve its liquidity position, and have an interest coverage cushion of more than 1x despite S&P's base-case expectation of lower revenue and EBITDA in 2015 due to competitive challenges and the nonrenewal of a Cardinal Health contract. S&P could lower the rating if revenue and EBITDA are lower than its base case, contributing to higher leverage and its belief that the capital structure may not be sustainable. Lower-than-expected volumes of DEFINITY and Technelite Generators and gross margin contraction to 37% or less would result in leverage in excess of 8.5x and contribute to this outcome. In addition, this would likely result in negative cash outflows and reduce the amount of on-hand cash, impairing liquidity to the point where Lantheus' only source of liquidity would be its ABL. At this point, Lantheus would only generate minimal FFO and EBITDA coverage of interest would likely be less than 1x. S&P believes that a higher rating is unlikely over the next few months given its expectation that competitive pressures will result in a decline in revenue and EBITDA during 2015. Over the next year, S&P could raise the rating once it become confident that Lantheus can sustain and expand its revenues and EBITDA such that discretionary cash flow is consistently positive. LEHMAN BROTHERS: Cash Flow Increases to $90.6 Billion ----------------------------------------------------- Lehman Brothers Holdings Inc. filed on Jan. 30 in U.S. Bankruptcy Court for the Southern District of New York cash flow estimates for itself and its controlled affiliates for the period beginning Oct. 3, 2014 through their estimated end of activities. Total cash from operations for the period subsequent to the commencement of their bankruptcy cases is now estimated to be $90.6 billion, reflecting a $1.8 billion increase from the cash flow estimates filed with the court in July 2014. The increase is primarily driven by recent settlement agreements with holders of claims against Lehman Brothers Bankhaus A.G. and LBHI relating to LBHI's guarantee of Bankhaus' obligations, as well as positive execution results and increases in the estimated value of certain assets. The Company estimates remaining cash from operations following the sixth distribution to third party creditors (October 2, 2014) of approximately $13.8 billion, excluding potential litigation recoveries. The cash flow estimates and related filings, including recent balance sheets, the chapter 11 plan and disclosure statement, can be found at http://www.lehman-docket.com/in the "Key Documents" section. The Company's posted responses to questions can also be found at http://www.lehman-docket.com/in the "Key Documents" section, under "Responses to Questions Submitted." For any additional questions regarding financial disclosures, the Company has established an e-mail address, which can be found in the CFE filing referenced above. The Company will continue to review questions and, where appropriate, post responses. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case No. 08-13555) on Sept. 15, 2008. Lehman's bankruptcy petition disclosed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC sought for bankruptcy protection in December 2009. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's investment banker. On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI. The Bankruptcy Court approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. Lehman emerged from bankruptcy protection on March 6, 2012, more than three years after it filed the largest bankruptcy in U.S. history. The Chapter 11 plan for the Lehman companies other than the broker was confirmed in December 2011. As of Oct. 2, 2014, Lehman's total distributions to unsecured creditors have amounted to $92.0 billion. As of Sept. 30, 2014, the brokerage trustee has substantially completed customer claims distributions, distributing more than $106 billion to 111,000 customers. LLS AMERICA: Trustee Wins C$99,250 Judgment Against CLB Holdings ---------------------------------------------------------------- Chief District Judge Rosanna Malouf Peterson of the Eastern District of Washington ruled that Bruce P. Kriegman, solely in his capacity as court-appointed Chapter 11 Trustee for debtor LLS America, LLC, is entitled to and is granted a judgment for the benefit of the Debtor's Liquidating Trust against CLB Holdings and Cathy Bjarnason in the amount of C$99,250.00, plus pre-judgment interest from July 21, 2009, at the applicable federal judgment rate and post-judgment interest at the federal judgment rate from the date of judgment to the date the judgment is paid in full. CLB Holdings, operating through Cathy Bjarnason, was the initial transferee of payments received from the Debtor. The Court said the Trustee is entitled to recover all transfers to the Defendants. A copy of Judge Peterson's Jan. 13, 2015 Amended Findings of Fact and Conclusions of Law is available at http://is.gd/oYdip6from Leagle.com. About Little Loan Shoppe LLS America LLC, doing business as Little Loan Shoppe, operated an online payday loan business. Affiliate Team Spirit America provided the manpower, management and equipment for Little Loan Shoppe. The companies are among a multitude of Canadian and American business entities owned and operated by Doris E. Nelson, a/k/a Dee Nelson, a/k/a Dee Foster. Investors claimed Ms. Nelson operated a Ponzi scheme. Ms. Nelson allegedly told investors they could earn as much as 60% on money her companies used to make payday loans to consumers. American and Canadian investors bought notes worth US$29 million and another C$26,000,000. However, the investors received no payments after March 2009. One investor group placed a related company, LLS-A LLC, into bankruptcy in July 10, 2009. LLS America LLC filed for bankruptcy (Bankr. D. Nev. Case No. 09-23021) on July 21, 2009, before Judge Linda B. Riegle. Gregory E. Garman, Esq., at Gordon Silver, served as the Debtor's counsel. In its petition, the Debtor disclosed $2,661,584 in assets and $24,013,837 in debts. The petition was signed by Ralph Gamble, CEO of the Company. The case was subsequently moved to Washington state (Bankr. E.D. Wash. Case No. 09-06194). Charles Hall was appointed as examiner in the case. LUCAS ENERGY: Lender Waives January Loan Interest Payment --------------------------------------------------------- Lucas Energy, Inc., an independent oil and gas company with operations in Texas, on Jan. 30 disclosed that it has failed to make a required principal payment that was due on Dec. 13, 2014 under the terms of the Amended Loan Agreement. Specifically, on Jan. 26, the Company received notice from a representative of its lender that it had defaulted on a payment. Consequently, the amount owed under the loan agreement of $7.7 million will accrue at a default interest rate of 18% per annum. No further action has been taken by the Company's lender, who has also waived a required interest payment, which it also failed to pay, that was due in January 2015. The lender has also reserved the right to enter into an amended agreement with Lucas at any time or to enforce other rights under the agreement as a result of such default. "The plunge in crude oil prices has required us to reconsider all alternatives," said Anthony C. Schnur, the Chief Executive Officer of Lucas. "We are actively and aggressively pursuing options to secure funding through a corporate combination or project financing arrangement. We believe we have made significant progress toward establishing a definitive path forward. Management remains confident that a suitable solution will be agreed upon in the coming weeks and resulting public announcement at the appropriate time. "Over the past six weeks, we have slashed our general and administrative and operating expenses by approximately $160,000 per month, or about $2 million per year. Our production has been maintained at current levels considering natural declines, and we continue to anticipate drilling on our Eagle Ford shale acreage in Karnes County as soon as we are able to finalize alternative financing arrangements." About Lucas Energy Headquartered in Houston, Texas, Lucas Energy (NYSE MKT: LEI) -- http://www.lucasenergy.com/-- develops crude oil and natural gas in the Austin Chalk and Eagle Ford formations in South Texas. LUTHERAN CHURCH: Gets Initial Stay Order from Alberta Court ----------------------------------------------------------- Lutheran Church et al. on Jan. 23, 2015, obtained an initial order from the Court of Queen's Bench of Alberta under the Companies' Creditors Arrangement Act, providing for a stay of proceeding until Feb. 20, 2015, pursuant to which creditors are restrained from enforcing or exercising any rights or remedies against the District Group. Deloitte Restructuring Inc. was appointed by the Court as the Monitor in the CCM proceedings. Deloitte can be reached at: Deloitte Restructuring Inc. 700, 850 - 2nd Street s.w. Calgary AB T2P 0R8 Canada Tel: 403-267-1899 Fax: 403-718-3681 E-mail: calgaryrestructuring@deloilte.ca MF GLOBAL: Customers May Forfeit Claims for $10.4 Million --------------------------------------------------------- Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that some 1,400 customers of MF Global Inc., the liquidating commodities broker, haven't taken the simple steps required for the trustee to pay them $10.4 million in a second distribution of 28 percent that would have paid them in full. According to the report, if the customers don't cash their checks or return required forms in about 90 days, they'll lose the money, assuming the bankruptcy judge in New York agrees with the proposal made by MF Global trustee James Giddens. At a hearing on Feb. 18, Mr. Giddens plans to ask the bankruptcy judge to give the customers about three months to fill out the documents or cash their checks and if they don't, the money they forfeit will be used to reimburse the Securities Investor Protection Corp. for some of the cost of the liquidation, the report said. About MF Global New York-based MF Global -- http://www.mfglobal.com/-- was one of the world's leading brokers of commodities and listed derivatives. MF Global provides access to more than 70 exchanges around the world. The firm also was one of 22 primary dealers authorized to trade U.S. government securities with the Federal Reserve Bank of New York. MF Global's roots go back nearly 230 years to a sugar brokerage on the banks of the Thames River in London. On Oct. 31, 2011, MF Global Holdings Ltd. and MF Global Finance USA Inc. filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15059 and 11-5058), after a planned sale to Interactive Brokers Group collapsed. As of Sept. 30, 2011, MF Global had $41,046,594,000 in total assets and $39,683,915,000 in total liabilities. On Nov. 7, 2011, the United States Trustee appointed the statutory creditors' committee in the Debtors' cases. At the behest of the Statutory Creditor's Committee, the Court directed the U.S. Trustee to appoint a chapter 11 trustee. On Nov. 28, 2011, the Bankruptcy Court entered an order approving the appointment of Louis J. Freeh, Esq., of Freeh Group International Solutions, LLC, as Chapter 11 trustee. On Dec. 19, 2011, MF Global Capital LLC, MF Global Market Services LLC and MF Global FX Clear LLC filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15808, 11-15809 and 11-15810). On Dec. 27, the Court entered an order installing Mr. Freeh as Chapter 11 Trustee of the New Debtors. On March 2, 2012, MF Global Holdings USA Inc. filed a voluntary Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-10863), and Mr. Freeh also was installed as its Chapter 11 Trustee. Judge Honorable Martin Glenn presides over the Chapter 11 case. J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve as bankruptcy counsel. The Garden City Group, Inc., serves as claims and noticing agent. The petition was signed by Bradley I. Abelow, Executive Vice President and Chief Executive Officer of MF Global Finance USA Inc. The Chapter 11 Trustee has tapped (i) Freeh Sporkin & Sullivan LLP, as investigative counsel; (ii) FTI Consulting Inc., as restructuring advisors; (iii) Morrison & Foerster LLP, as bankruptcy counsel; and (iv) Pepper Hamilton as special counsel. The Official Committee of Unsecured Creditors has retained Capstone Advisory Group LLC as financial advisor, while lawyers at Proskauer Rose LLP serve as counsel. The Securities Investor Protection Corporation commenced liquidation proceedings against MF Global Inc. to protect customers. James W. Giddens was appointed as trustee pursuant to the Securities Investor Protection Act. He is a partner at Hughes Hubbard & Reed LLP in New York. Jon Corzine, the former New Jersey governor and co-CEO of Goldman Sachs Group Inc., stepped down as chairman and chief executive officer of MF Global just days after the bankruptcy filing. In April 2013, the Bankruptcy Court approved MF Global Holdings' plan to liquidate its assets. Bloomberg News reported that the court-approved disclosure statement initially told creditors with $1.134 billion in unsecured claims against the parent holding company why they could expect a recovery of 13.4% to 39.1% from the plan. As a consequence of a settlement with JPMorgan, supplemental materials informed unsecured creditors their recovery was reduced to the range of 11.4% to 34.4%. Bank lenders will have the same recovery on their $1.174 billion claim against the holding company. As a consequence of the settlement, the predicted recovery became 18% to 41.5% for holders of $1.19 billion in unsecured claims against the finance subsidiary, one of the companies under the umbrella of the holding company trustee. Previously, the predicted recovery was 14.7% to 34% on bank lenders' claims against the finance subsidiary. MINERAL PARK: Fee Examiner Proposes Bernstein Shur as Counsel ------------------------------------------------------------- Robert J. Keach, Esq., the fee examiner of Mineral Park, et al., seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ Bernstein, Shur, Sawyer & Nelson, P.A., as counsel, nunc pro tunc to Dec. 5, 2014. Mr. Keach, who was named fee examiner Dec. 5, practices law as a shareholder of Bernstein Shur. The Court appointed the Fee Examiner to review and assess requests for allowance of fees and expenses by certain professionals in the Chapter 11 cases. The Fee Examiner needs the services of Bernstein Shur to assist him in his analysis of the fees and expenses of retained professionals, and the preparation and filing of reports regarding same, in the Chapter 11 cases. Bernstein Shur's hourly rate structure ranges from $335 to $525 for shareholders; $185 to $225 for associates; and $150 to $185 for paraprofessionals. The Fee Examiner's scope of duties include reviewing the Fee Applications and related invoices for compliance with, among other things, the United States Trustee Guidelines for Reviewing Applications for Compensation & Reimbursement of Expenses filed under 11 U.S.C. Sec. 330 (28 C.F.R. Part 58, Appendix A). Mr. Keach attests that he and the firm are "disinterested persons" under Sections 101(14) and 327 of the Bankruptcy code. The Fee Examiner can be reached at: Robert J. Keach, Esq. BERNSTEIN, SHUR, SAWYER & NELSON, P.A. 100 Middle Street, P.O. Box 9729 Portland, ME 04104-5029 E-mail: rkeach@bernsteinshur.com Tel: (207) 774-1200 About Mineral Park Mineral Park, Inc., Bluefish Energy Corp. and two affiliates commenced proceedings under Chapter 11 of the Bankruptcy Code in Delaware on Aug. 25, 2014. The cases are pending before the Honorable Kevin J. Carey and are jointly administered under Case No. 14-11996. Mineral Park and its affiliated debtors are subsidiaries of Mercator Minerals Ltd. ("MML"), a mineral resource company engaged through various subsidiaries in the mining, exploration, development and operation of its mineral properties in Mohave County, Arizona, and Sonora, Mexico. Mineral Park's principal asset is the Mineral Park Mine, a producing copper-molybdenum mine located near Kingman, Arizona. Bluefish is the owner and operator of the industrial gas turbine power generator at the Mine. British Columbia, Canada-based MML, which has shares trading on the Toronto Stock Exchange under the trading symbol "ML", is not included in the bankruptcy filing. The Debtors have tapped Pachulski Stang Ziehl & Jones LLP as counsel, Evercore Group LLC as investment banker, FTI Consulting, Inc., as financial advisor, FTI's David J. Beckman as CRO, and FTI's Paul Hansen as assistant CRO. Prime Clerk LLC is the claims and noticing agent. The U.S. Trustee for Region 3 appointed three creditors of Mineral Park, Inc. and its affiliates to serve on the official committee of unsecured creditors. The Committee selected Stinson Leonard Street LLP and Hiller & Arban LLC as its counsel. Mineral Park reported $286,362,131 in total assets and $266,035,508 in total liabilities. NII HOLDINGS: Proposes March 20 Auction for Mexican Affiliate ------------------------------------------------------------- NII Holdings, Inc., et al., ask the U.S. Bankruptcy Court for the Southern District of New York to approve procedures governing the sale of the entirety of their interest in their non-debtor operations in Mexico to an affiliate of AT&T, subject to higher and better bids. According to the Debtors, AT&T affiliate New Cingular Wireless Services, Inc., offered to purchase NII Mexico for approximately $1.875 billion and its bid will serve as the stalking horse bid in the auction and sale process. The Purchaser's offer is supported by major creditor constituencies; specifically, a group of entities managed by Aurelius Capital Management, LP; a group of entities managed by Capital Research and Management Company; and the Official Committee of Unsecured Creditors, each of which is a party to the existing Plan Support Agreement. The Debtors propose an auction to be held on March 20, 2015, and a hearing to consider approval of the sale to be held on March 23, 2015. A Potential Bidder that desires to make a bid must deliver written and electronic copies of its bid so as to be received no later than March 17. The Sale Transaction may be terminated if (i) the Bidding Procedures Order has not been entered on or before Feb. 17, 2015, (ii) the Auction is not held on or before March 20, 2015, (iii) the Sale Hearing is not held on or before March 23, 2015 or (iv) the Sale Order has not become a Final Order on or before April 6, 2015. The closing date is scheduled to occur on or before June 30, 2015, which may be extended until Sept. 30, 2015 if certain conditions are satisfied. The Debtors also are requesting approval of the provision of the Purchase Agreement regarding the payment of a break-up fee of $32 million and an expense reimbursement not to exceed $10 million. A hearing on the Bidding Procedures Motion will be held before on Feb. 17, 2015, at 2:00 p.m. (Eastern Time). Objections, if any, must be filed on or before Feb. 10. 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, were publicly traded under the symbol NIHD on the NASDAQ Global Select Market. NII Holdings and 12 wholly owned subsidiaries 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. NIU Holdings LLC, holder of 100% of the equity of Nextel International (Uruguay), LLC, sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 15-10155) on Jan. 25, 2015. NIU Holdings is a direct subsidiary of Netherlands-based NIHD Telecom Holdings, B.V., and affiliated with debtors NII Holdings, Inc., et al. NIU Holdings' principal asset is its equity interests in Nextel Uruguay. The Debtor estimated its assets at $500 million to $1 billion and debt at $0 to $50,000. OVERSEAS SHIPHOLDING: Capital Product Incurs Claim Settlement Loss ------------------------------------------------------------------ Capital Product Partners L.P., an international diversified shipping company, on Jan. 30 released its financial results for the fourth quarter ended Dec. 31, 2014. The Partnership's net income for the quarter ended Dec. 31, 2014, was $13.7 million. After taking into account the preferred interest in net income attributable to the unit holders of the 14,223,737 Class B Convertible Preferred Units outstanding as of December 31, 2014, the result for the quarter ended December 31, 2014 was $0.10 net income per limited partnership unit, which is $0.01 higher than the $0.09 net income per unit from the previous quarter ended September 30, 2014 and $0.12 higher than the $(0.02) net loss per unit in the fourth quarter of 2013. The Partnership's reported net income for the fourth quarter of 2013 included a $7.1 million loss from the sale of the M/T Agamemnon II and a $0.6 million loss related to the settlement of the Partnership's claims against Overseas Shipholding Group Inc. and certain of OSG's subsidiaries in connection with their voluntary filing for relief under Chapter 11 of the U.S. Bankruptcy Code. About Overseas Shipholding Overseas Shipholding Group, Inc. (OTC: OSGIQ), headquartered in New York, is one of the largest publicly traded tanker companies in the world, engaged primarily in the ocean transportation of crude oil and petroleum products. OSG owns or operates 111 vessels that transport oil and petroleum products throughout the world. Overseas Shipholding Group and 180 affiliates filed voluntary Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on Nov. 14, 2012, disclosing $4.15 billion in assets and $2.67 billion in liabilities. The Debtors tapped Cleary Gottlieb Steen & Hamilton LLP as counsel; Arsht & Tunnell LLP, as local counsel; Chilmark Partners LLC, as financial adviser; and Kurtzman Carson Consultants LLC, as claims and notice agent. The official committee of unsecured creditors tapped Akin Gump Strauss Hauer & Feld LLP, and Pepper Hamilton LLP, as co-counsel; FTI Consulting, Inc., as financial advisor; and Houlihan Lokey Capital, Inc., as investment banker. The official committee of equity security holders tapped Brown Rudnick LLP and Fox Rothschild LLP as attorneys. Creditor Export-Import Bank of China engaged Fulbright & Jaworski LLP and Richards Layton & Finger PA as counsel, and Chilmark Partners, LLC as financial and restructuring advisor. U.S. Bank National Association, the successor administrative agent under the $1.5 billion credit agreement, tapped Milbank, Tweed, Hadley & McCloy LLP; Holland & Knight LLP; and Drinker Biddle & Reath LLP as counsel; and Lazard Freres & Co. LLC as advisor. Judge Walsh signed in July 2014 entered an order confirming the First Amended Joint Plan of Reorganization of OSG. The Plan, which became effective in August 2014, paid creditors in full. A blacklined version of the Plan dated July 17, 2014, is available at http://bankrupt.com/misc/OSGplan0716.pdf * * * The Troubled Company Reporter, on Aug. 14, 2014, reported that Moody's Investors Service assigned 'Caa1' ratings to the unsecured notes of OSG that are being reinstated pursuant to its plan of reorganization which becomes effective. Moody's also affirmed the 'B2' Corporate Family Rating and all of the other debt ratings it assigned to OSG on June 12, 2014 in anticipation of the conclusion of the Chapter 11 reorganization. The rating outlook is stable. The TCR, on Aug. 19, 2014, also reported that Standard & Poor's Ratings Services assigned its 'B' corporate credit rating to OSG. The outlook is stable. PENTECOSTAL CHURCH, FL: Case Summary & 4 Largest Unsec. Creditors ----------------------------------------------------------------- Debtor: Pentecostal Church of God of America, Florida District, Inc. 10320 Main Street Thonotosassa, FL 33592 Case No.: 15-00924 Chapter 11 Petition Date: January 30, 2015 Court: United States Bankruptcy Court Middle District of Florida (Tampa) Debtor's Counsel: David W Steen, Esq. DAVID W STEEN P.A. 602 S Boulevard Tampa, FL 33606 Tel: (813) 251-3000 Fax: (813) 251-3100 Email: dwsteen@dsteenpa.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Bishop Louis C. Catalfu, president. A list of the Debtor's four largest unsecured creditors is available for free at http://bankrupt.com/misc/flmb15-00924.pdf PHOENIX PAYMENT: Plan Confirmation Hearing Set for March 10 ----------------------------------------------------------- Judge Mary F. Walrath of the U.S. Bankruptcy Court for the District of Delaware on Jan. 30, 2015, approved the disclosure statement explaining Phoenix Payment Systems, Inc.'s reorganization plan and scheduled the hearing to consider confirmation of the Plan for March 10, 2015, at 10:30 a.m. (prevailing Eastern Time). The deadline for filing objections to the confirmation of the Plan is Feb. 27. A full-text copy of the Disclosure Statement dated Jan. 30, 2015, is available at http://bankrupt.com/misc/PHOENIXds0130.pdf About Phoenix Payment Founded in 2004, Phoenix Payment Systems, Inc., aka Electronic Payment Systems, aka EPX, is an international payment processor with corporate headquarters in Wilmington, Delaware, and technology headquarters in Phoenix, Arizona. It provides acceptance, processing, support, authorization and settlement services for credit card, debit card and e-check payments. Providing processing services at more than 8,700 locations worldwide, PPS processed, in multiple currencies, 280 million transactions in 2013 and expects to process 400 million in 2014. Phoenix Payment Systems sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 14-11848) on Aug. 4, 2014, to quickly sell its assets. As of the Petition Date, the Debtor had total outstanding liabilities and other obligations of $16.6 million and 9.8 million shares of outstanding preferred and common stock. Debt to secured creditor The Bancorp Bank is estimated at $6.2 million. The Debtor disclosed $7.23 million in assets and $14.1 million in liabilities as of the Chapter 11 filing. Judge Mary F. Walrath presides over the case. The Debtor's attorneys are Richard J. Bernard, Esq., at Foley & Lardner LLP, in New York; and Mark D. Collins, Esq., Russell Siberglied, Esq., Zachary I Shapiro, Esq., and Marisa A. Terranova, Esq., at Richards Layton & Finger, P.A., in Wilmington, Delaware. The Debtor's banker and financial advisor is Raymond James & Associates, Inc., while Bederson, LLC, is the Debtor's accountant. PMCM, LLC, provides advisory services and executive leadership to the Debtor. The Debtor's claims and noticing agent is Omni Management Group, LLC. The U.S. Trustee for Region 3 has appointed three members to the Official Committee of Unsecured Creditors. The Committee tapped to retain Lowenstein Sandler LLP, and White and Williams LLP as its co-counsel; Alvarez & Marsal North America, LLC as its financial consultant. * * * Phoenix Payment Systems, Inc., on Dec. 23, 2014, filed with the U.S. Bankruptcy Court for the District of Delaware a joint plan of reorganization and disclosure statement, which provide that the reorganized debtor will continue to operate. The Reorganized Debtor Assets will revest in the reorganized debtor and the remainder, which is a majority of the Debtor's assets, including the proceeds from the sale, will be transferred to a liquidating trust for distribution to creditors and stockholders. The Debtor estimates that it will be able to make an initial distribution of not less than $27.5 million of cash on the effective date. The Debtor estimates that the holders of General Unsecured Claims, the Frascella Claims and the Schubiger Claims will receive 90% of the amounts of their claims from the initial distribution. RADIOSHACK CORP: Hashing Out Auction Process with Standard General ------------------------------------------------------------------ Matt Jarzemsky, Drew Fitzgerald and Gillian Tan, writing for The Wall Street Journal, citing people familiar with the matter, reported that hedge fund Standard General LP is in talks to serve as the lead bidder at a bankruptcy auction for struggling consumer-electronics retailer RadioShack Corp. According to the Journal, people familiar with the matter said RadioShack was aiming to file for Chapter 11 protection as early as Feb. 2, but that as of the afternoon of Feb. 1, the company and its advisers were still working out the details of an agreement with Standard General to serve as the so-called stalking horse at a court-supervised auction for RadioShack's assets. About Radioshack Corporation Fort Worth, Texas-based RadioShack (NYSE: RSH) -- http://www.radioshackcorporation.com/-- is a retailer of mobile technology products and services, as well as products related to personal and home technology and power supply needs. RadioShack's retail network includes more than 4,300 company-operated stores in the United States, 270 company-operated stores in Mexico, and approximately 1,000 dealer and other outlets worldwide. Radioshack reported a net loss of $400.2 million in 2013, a net loss of $139 million in 2012, and net income of $72.2 million in 2011. The Company's balance sheet at Aug. 2, 2014, showed $1.14 billion in total assets, $1.21 billion in total liabilities and a $63 million total shareholders' deficit. * * * As reported by the TCR on Sept. 15, 2014, Standard & Poor's Ratings Services lowered its corporate credit rating on RadioShack Corp. to 'CCC-' from 'CCC'. "The downgrade comes as the company announced it will seek capital, and that such a transaction could include a debt restructuring in addition to store closures and other measures," said Standard & Poor's credit analyst Charles Pinson-Rose. In the Sept. 16, 2014, edition of the TCR, the TCR reported that Fitch Ratings had downgraded the Long-term Issuer Default Rating (IDR) for RadioShack to 'C' from 'CC'. The downgrade reflects the high likelihood that RadioShack will need to restructure its debt in the next couple of months. The TCR reported on March 13, 2014, that Moody's Investors Service downgraded RadioShack's corporate family rating to 'Caa2' from 'Caa1'. "The continuing negative trend in RadioShack's sales and margins has resulted in a precipitous drop in profitability causing continued deterioration in credit metrics and liquidity," Mickey Chadha, Senior Analyst at Moody's said. RELIANCE INTERMEDIATE: DBRS Puts BB Issuer Rating Under Review -------------------------------------------------------------- DBRS Limited has placed Reliance LP's (OpCo or the Company) Senior Secured Notes and Reliance Intermediate Holdings LP's (HoldCo) Issuer Rating and Senior Notes Under Review with Negative Implications. This rating action follows OpCo's planned $300 million debt issuance. The proceeds will be used to repay $150 million in existing indebtedness under the Company's credit facility and the remaining proceeds will be used to finance a $150 million special distribution to its owner, Alinda Capital Partners LLC. This shareholder-friendly initiative will pressure the Company's key credit metrics, including its cash flow-to-debt ratio. Following the planned debt issuance, OpCo's cash flow-to-debt ratio is expected to fall below the minimum threshold of 20% for the current rating category. Despite this erosion, OpCo's rating is expected to remain investment grade and a rating confirmation remains a possible outcome. DBRS will resolve this rating action pending a review of OpCo's and HoldCo's 2015 financing plan. Issuer Debt Rated Rating Action Rating ------ ---------- ------------- ------ Reliance LP Senior Secured Notes UR-Neg. BBB Reliance Issuer Rating UR-Neg. BB (high) Intermediate Holdings LP Reliance Senior Notes UR-Neg. BB (high) Intermediate Holdings LP REVEL AC: Sale on Hold While Nightclub Appeals Terms ---------------------------------------------------- The Associated Press reported that Judge Thomas Ambro of the U.S. Court of Appeals for the Third Circuit held off approval of the sale of Revel AC LLC to a Florida developer and gave the casino operator until 4 p.m. on Feb. 3 to respond to an appeal from IDEA Boardwalk. According to the AP, IDEA, the company that ran the casino's popular nightclub and beach bar, appealed from the federal judge's order approving the sale of the assets to Glenn Straub for $95.4 million. As previously reported by The Troubled Company Reporter, Revel has asked the bankruptcy court to approve the sale of its assets to Mr. Straub's Polo North County, which was the runner up at the auction, after the winning bidder, Brookfield Property Partners LP, backed out of the deal. A Brookfield representative has said in November that it wouldn't be moving forward with the $110 million sale because Brookfield was spooked by the situation involving ACR Energy Partners LLC, a joint venture between South Jersey Industries Inc. (SJI) and DCO Energy LLC whose power plant provides Revel, its only customer, with air conditioning, hot water and electricity. ACR's bondholders, owed $118 million, have refused to renegotiate debt related to the JV's plant, casting doubt on its future operation. 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. REVEL AC: UST Balks at Nunc Pro Tunc Employment of STFH ------------------------------------------------------- Roberta A. DeAngelis, U.S. Trustee for Region 3, objected to Revel AC, Inc., et al.'s employment of Slater, Tenaglia, Fritz & Hunt, P.A. as special counsel nunc pro tunc to the Petition Date. The U.S. Trustee related that for almost six months, STFH has provided certain debt collection legal services to the Debtors without an order from the Court approving STFH's retention. In this connection, the Debtors have not and cannot establish the extraordinary circumstances required to allow such a nunc pro tunc retention. As reported in the Troubled Company Reporter on Dec. 23, 2014, the Debtors sought approval to employ STFH as attorneys to handle continued collections cases. The firm has over 30 years of experience handling casino collections. Since the filing date of June 19, 2014, the Firm has collected a total of $111,000 and been paid contingency fees out of that amount which total $19,800. The Debtors has agreed to provide the Firm a 17 percent contingency fee on any recovered monies, and a $150 per hour fee for files as designated by client and for defense of counterclaims. James T. Hunt, Jr., a Slater Tenaglia professionals, attested that the Firm has conducted a conflict search and believes that it is a "disinterested person" under 11 U.S.C. Sec. 101(14). 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. SALIX PHARMA: Financial Restatement No Impact on Moody's B1 CFR --------------------------------------------------------------- Moody's Investors Service stated that the announcement by Salix Pharmaceuticals, Ltd that it will restate its prior financial results is credit negative, but there is no effect on Moody's ratings or the ratings outlook for Salix. Moody's ratings of Salix include B1 Corporate Family Rating, B1-PD Probability of Default, Ba1 senior secured, B2 senior unsecured and SGL-3 Speculative Grade Liquidity. The rating outlook is negative. The announcement of a restatement follows the outcome of an Audit Committee review of Salix's disclosures around inventory levels. Salix Pharmaceuticals, Ltd. is a specialty pharmaceutical company operating in the US gastroenterology area. Through the recent acquisition of Santarus Pharmaceuticals, Inc. Salix became the largest specialty company operating in this market. For the 9 months ended September 30, 2014 Salix reported net product revenue of approximately $1.1 billion including Santarus revenues from the January 2, 2014 acquisition date. SCHOOL SPECIALTY: Court Addresses Issues in Suit by Brainstorm -------------------------------------------------------------- Judge William M. Conley of the U.S. District Court for the Western District of Wisconsin issued an opinion and order in the lawsuit captioned Brainstorm Interactive, Inc. v. School Specialty, Inc., Case No. 14-CV-50-WMC. Judge Conley ruled that: -- School Specialty's motion to strike errata sheets is granted in part and denied in part for summary judgment purposes only as described in the order; -- Brainstorm's motion for leave to file an opposition to School Specialty's motion to strike is granted; -- School Specialty's motion for partial summary judgment is granted; -- Brainstorm's motion for partial summary judgment is denied; and -- at the close of conclusion of this case, the clerk of court is directed to enter judgment: * in School Specialty's favor on Brainstorm's claims for copyright infringement, trademark counterfeiting, conversion, and violation of Wis. Stat. Section 101.18(1); and * in Brainstorm's favor on trademark infringement. In this civil action, Brainstorm asserts various claims against School Specialty, including federal claims for copyright and trademark infringement, and state law claims for conversion and violations of Wisconsin Statute Section 101.18, Wisconsin's Deceptive Trade Practices Act. School Specialty admits infringing Brainstorm's trademark by marketing and selling approximately $5,000 worth of products with that trademark after the licensing agreement between the parties had expired. In all other respects, the Defendant disputes the Plaintiff's claims. Brainstorm is an Illinois corporation headquartered in Cary. David Zasada is its sole owner, having acquired the company in September 2008. Brainstorm is the successor-in-interest to Robinette Resources Inc. Brainstorm develops and distributes educational products, all of which are sold under the name "KnowItAll," which is the subject of this lawsuit. School Specialty is a Delaware corporation headquartered in Greenville, Wisconsin. School Specialty is one of the leading providers of education products to teachers and schools, which it markets and sells through both a paper catalog and online store. School Specialty is the successor-in-interest to Sunburst Visual Media. Brainstorm's owner, David Zasada, is a former employee of School Specialty. A full-text copy of the Opinion and Order dated December 5, 2014, is available at http://bit.ly/1zzP6UJfrom Leagle.com. Brainstorm Interactive, Inc., is represented by: Kyle B. Hanson, Esq. HANSON LAW GROUP LLP 1226 N. Westfield Rd. Madison, WI 53717-1040 Telephone: (847) 282-0003 Facsimile: (847) 277-7339 E-mail: kylehanson@hansonlawgrp.com School Specialty, Inc., is represented by: Jennifer Lynn Gregor, Esq. Kerry Leigh Gabrielson, Esq. GODFREY & KAHN S.C. One East Main Street, Suite 500 P.O. Box 2719 Madison, WI 53701-2719 Telephone: (608) 284-2629 Facsimile: (608) 257-0609 E-mail: jgregor@gklaw.com kgabrielson@gklaw.com - and - Nicholas A. Kees, Esq. Anthony S. Baish, Esq. GODFREY & KAHN S.C. 780 North Water Street Milwaukee, WI 53202-3590 Telephone: (414) 287-9223 Facsimile: (414) 273-5198 E-mail: nkees@gklaw.com abaish@gklaw.com About School Specialty Based in Greenville, Wisconsin, School Specialty is a supplier of educational products for kindergarten through 12th grade. Revenue in 2012 was $731.9 million through sales to 70% of the country's 130,000 schools. School Specialty and certain of its subsidiaries filed voluntary petitions for reorganization under Chapter 11 (Bankr. D. Del. Lead Case No. 13-10125) on Jan. 28, 2013. The petition estimated assets of $494.5 million and debt of $394.6 million. The Debtors are represented by lawyers at Paul, Weiss, Rifkind, Wharton & Garrison LLP and Young, Conaway, Stargatt & Taylor, LLP. Alvarez & Marsal North America LLC is the restructuring advisor and Perella Weinberg Partners LP is the investment banker. Kurtzman Carson Consultants LLC is the claims and notice agent. The ABL Lenders are represented by lawyers at Goldberg Kohn and Richards, Layton and Finger, P.A. The Ad Hoc DIP Lenders led by U.S. Bank are represented by lawyers at Stroock & Stroock & Lavan LLP, and Duane Morris LLP. The lending consortium consists of some of the holders of School Specialty Inc.'s 3.75% Convertible Subordinated Notes Due 2026. The Official Committee of Unsecured Creditors appointed in the case is represented by lawyers at Brown Rudnick LLP and Venable LLP. Bayside is represented by Pepper Hamilton LLP and Akin Gump Strauss Hauer & Feld LLP. School Specialty in April 2013 decided to reorganize rather than sell. The company filed a so-called dual track plan that called for selling the business at auction on May 8 or reorganizing while giving stock to lenders and unsecured creditors. The company later served a notice that the auction was canceled and the plan would proceed by swapping debt for stock to be owned by lenders, noteholders, and unsecured creditors. School Specialty's Second Amended Plan of Reorganization became effective, and the Company emerged from Chapter 11 protection in June 2013. The plan gave 87.5 percent of the reorganized company's stock to lenders who provided $155 million in replacement financing, for a predicted full recovery. Noteholders owed $170.7 million took the other 12.5 percent of the stock, for an estimated 6 percent recovery. SEARS METHODIST: Gets Court Approval of Wells Fargo Agreement ------------------------------------------------------------- U.S. Bankruptcy Judge Stacey Jernigan approved an agreement that would allow Sears Methodist Retirement System, Inc. and its five affiliates to use the cash collateral of Wells Fargo Bank, National Association until March 1. The agreement also extends the maturity date of the debtor-in-possession loans to March 1, and amends Section 4.16 of the DIP credit facility to delete the reference to "$2,600,000" and replace it with "$3,100,000." A copy of the agreement is available without charge at http://is.gd/P35Q0u About Sears Methodist Sears Methodist Retirement System Inc. provides luxurious residency to seniors. The system includes: (i) eight senior living communities located in Abilene, Amarillo, Lubbock, Odessa and Tyler, Texas; (ii) three veterans homes located in El Paso, McAllen and Big Spring, Texas, managed by Senior Dimensions, Inc., pursuant to contracts between SDI and the Veterans Land Board of Texas; and (iii) Texas Senior Management, Inc. ("TSM"), Senior Living Assurance, Inc. ("SLA") and Southwest Assurance Company, Ltd. ("SWAC"), which provide, as applicable, management and insurance services to the System. Sears Methodist Senior Housing, LLC, is the general partner of, and controls .01% of the interests in, Canyons Senior Living, L.P. ("CSL"). Sears Methodist and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Lead Case No. 14-32821) on June 10, 2014. The cases are assigned to Judge Stacey G. Jernigan. The Debtors' counsel is Vincent P. Slusher, Esq., and Andrew Zollinger, Esq., at DLA Piper LLP (US), in Dallas, Texas; and Thomas R. Califano, Esq., Gabriella L. Zborovsky, Esq., and Jacob S. Frumkin, Esq., at DLA Piper LLP (US), in New York. The Debtors' financial advisor is Alvarez & Marsal Healthcare Industry Group, LLC, while the Debtors' investment banker is Cain Brothers & Company, LLC. The Debtors' notice, claims and solicitation agent is GCG Inc. The Debtors have sought and obtained an order authorizing joint administration of their Chapter 11 cases. The Official Committee of Unsecured Creditors is represented by Clifton R. Jessup, Jr., Esq., and Bryan L. Elwood, Esq., at Greenberg Traurig, LLP, in Dallas, Texas. SEARS METHODIST: Judge Approves Sears Tyler- Invesco Agreement -------------------------------------------------------------- Sears Tyler Methodist Retirement Corp. received court approval for a deal that would allow it to continue to borrow funds under a private placement note purchase transaction with Invesco High Yield Municipal Fund through March 1. Sears Tyler can also borrow up to $3 million, according to the agreement approved by U.S. Bankruptcy Judge Stacey Jernigan. A copy of the agreement is available for free at http://is.gd/bCgw0O About Sears Methodist Sears Methodist Retirement System Inc. provides luxurious residency to seniors. The system includes: (i) eight senior living communities located in Abilene, Amarillo, Lubbock, Odessa and Tyler, Texas; (ii) three veterans homes located in El Paso, McAllen and Big Spring, Texas, managed by Senior Dimensions, Inc., pursuant to contracts between SDI and the Veterans Land Board of Texas; and (iii) Texas Senior Management, Inc. ("TSM"), Senior Living Assurance, Inc. ("SLA") and Southwest Assurance Company, Ltd. ("SWAC"), which provide, as applicable, management and insurance services to the System. Sears Methodist Senior Housing, LLC, is the general partner of, and controls .01% of the interests in, Canyons Senior Living, L.P. ("CSL"). Sears Methodist and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Lead Case No. 14-32821) on June 10, 2014. The cases are assigned to Judge Stacey G. Jernigan. The Debtors' counsel is Vincent P. Slusher, Esq., and Andrew Zollinger, Esq., at DLA Piper LLP (US), in Dallas, Texas; and Thomas R. Califano, Esq., Gabriella L. Zborovsky, Esq., and Jacob S. Frumkin, Esq., at DLA Piper LLP (US), in New York. The Debtors' financial advisor is Alvarez & Marsal Healthcare Industry Group, LLC, while the Debtors' investment banker is Cain Brothers & Company, LLC. The Debtors' notice, claims and solicitation agent is GCG Inc. The Debtors have sought and obtained an order authorizing joint administration of their Chapter 11 cases. The Official Committee of Unsecured Creditors is represented by Clifton R. Jessup, Jr., Esq., and Bryan L. Elwood, Esq., at Greenberg Traurig, LLP, in Dallas, Texas. SEARS METHODIST: Judge Approves Sears Tyler-UMB Bank Agreement -------------------------------------------------------------- U.S. Bankruptcy Judge Stacey Jernigan approved an agreement that allows Sears Tyler Methodist Retirement Corp. to use the cash collateral of UMB Bank N.A. until March 1. The agreement also allows Sears Tyler to borrow up to $3 million under a loan agreement with Invesco High Yield Municipal Fund. A copy of the court-approved agreement is available for free at http://is.gd/gPyr73 About Sears Methodist Sears Methodist Retirement System Inc. provides luxurious residency to seniors. The system includes: (i) eight senior living communities located in Abilene, Amarillo, Lubbock, Odessa and Tyler, Texas; (ii) three veterans homes located in El Paso, McAllen and Big Spring, Texas, managed by Senior Dimensions, Inc., pursuant to contracts between SDI and the Veterans Land Board of Texas; and (iii) Texas Senior Management, Inc. ("TSM"), Senior Living Assurance, Inc. ("SLA") and Southwest Assurance Company, Ltd. ("SWAC"), which provide, as applicable, management and insurance services to the System. Sears Methodist Senior Housing, LLC, is the general partner of, and controls .01% of the interests in, Canyons Senior Living, L.P. ("CSL"). Sears Methodist and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Lead Case No. 14-32821) on June 10, 2014. The cases are assigned to Judge Stacey G. Jernigan. The Debtors' counsel is Vincent P. Slusher, Esq., and Andrew Zollinger, Esq., at DLA Piper LLP (US), in Dallas, Texas; and Thomas R. Califano, Esq., Gabriella L. Zborovsky, Esq., and Jacob S. Frumkin, Esq., at DLA Piper LLP (US), in New York. The Debtors' financial advisor is Alvarez & Marsal Healthcare Industry Group, LLC, while the Debtors' investment banker is Cain Brothers & Company, LLC. The Debtors' notice, claims and solicitation agent is GCG Inc. The Debtors have sought and obtained an order authorizing joint administration of their Chapter 11 cases. The Official Committee of Unsecured Creditors is represented by Clifton R. Jessup, Jr., Esq., and Bryan L. Elwood, Esq., at Greenberg Traurig, LLP, in Dallas, Texas. SEARS METHODIST: Plan Outline OK'd; Confirmation Hearing on Feb. 27 ------------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas on Jan. 21, 2015, approved the amended disclosure statement explaining the amended Chapter 11 Plan of Reorganization for debtors Sears Methodist Retirement System, Inc., Sears Caprock Retirement Corporation, Sears Methodist Centers, Inc., Sears Methodist Foundation, Sears Panhandle Retirement Corporation, Sears Permian Retirement Corporation, Sears Plains Retirement Corporation, Sears Tyler Methodist Retirement Corporation, and Senior Dimensions, Inc. The Court also approved certain related notice procedures and other procedures for the solicitation and tabulation of votes to accept or reject the Plan, and scheduled a hearing for confirmation of the Plan. The hearing to confirm the Plan will commence on Feb. 27, 2015 at 9:30 a.m. (prevailing Central Time), or as soon thereafter as counsel can be heard, before the Honorable Stacey G. C. Jernigan. The Confirmation Hearing may be continued from time to time by the announcement of such continuance in open court. The Plan was originally filed in December 2014. The Debtors filed revised Plan documents on January 15. The Plan provides for the orderly sale of substantially all of the Debtors' senior care facilities and the creation of a liquidating trust for the benefit of unsecured creditors. The Court fixed February 23 at 5:00 p.m. (prevailing Central Time) as the deadline by which ballots accepting or rejecting the Plan must be received by the Plan Debtors' Voting Agent. In order to be counted as a vote to accept or reject the Plan, each ballot must be properly executed, contain an original signature, and be completed and delivered to the Plan Debtors' Voting Agent (i) by first-class mail, in the return envelope provided with each ballot, to: SMR Case Administration c/o GCG, Inc. P.O. Box 10078 Dublin, OH 43017 or (ii) by messenger or overnight delivery to: SMR Case Administration c/o GCG, Inc. 5151 Blazer Parkway, Suite A Dublin, OH 43017 in each instance so that it is actually received no later than 5:00 p.m. (prevailing Central Time) on February 23, 2015. The Court also established February 23, 2015 at 5:00 p.m. (prevailing Central Time) as the deadline for filing and serving objections to confirmation of the Plan. Copies of the objection must be sent to: (i) counsel to the Debtors: DLA Piper LLP (US) 1251 Avenue of the Americas New York, NY 10020 Tel: (212) 335-4500 Fax: (212) 335-4501 Attn: Thomas R. Califano, Esq. E-mail: thomas.califano@dlapiper.com - and - DLA Piper LLP (US) 1717 Main Street, Suite 4600 Dallas, TX 75201 Attn: Vincent P. Slusher Andrew Zollinger Telephone: (214) 743-4500 Facsimile: (214) 743-4545 E-mail: vincent.slusher@dlapiper.com andrew.zollinger@dlapiper.com (ii) counsel for Wells Fargo Bank, N.A. as trustee: MINTZ, LEVIN, COHN, FERRIS, GLOVSKY AND POPEO, P.C. One Financial Center Boston, MA 02111 Attn: Daniel S. Bleck (iii) counsel to UMB Bank, N.A., as trustee: MCDERMOTT, WILL & EMERY, LLP 227 West Monroe Street Chicago, IL 60606 Attn: Nathan F. Coco (iv) counsel to Santander Bank, N.A.: DUANE MORRIS LLP 190 South LaSalle Street, Suite 3700 Chicago, IL 60603 Attn: John Weiss (v) counsel to Prosperity Bank, N.A.: McWHORTER, COBB & JOHNSON, LLP P.O. Box 2547 Lubbock, TX 79408 Attn: R. Michael McCauley, Jr. (vi) counsel to the Committee: GREENBERG TRAURIG, LLP 2200 Ross Avenue, Suite 5200 Dallas, TX 75201 Attn: Clifton R. Jessup, Jr. - and - GREENBERG TRAURIG, LLP 77 West Wacker Drive, Suite 3100 Chicago, IL 60601 Attn: Nancy A. Peterman (vii) the United States Trustee: United States Trustee 1100 Commerce Street, Room 976 Dallas, TX 75242 Attn: Nancy S. Resnick About Sears Methodist Sears Methodist Retirement System Inc. provides luxurious residency to seniors. The system includes: (i) eight senior living communities located in Abilene, Amarillo, Lubbock, Odessa and Tyler, Texas; (ii) three veterans homes located in El Paso, McAllen and Big Spring, Texas, managed by Senior Dimensions, Inc., pursuant to contracts between SDI and the Veterans Land Board of Texas; and (iii) Texas Senior Management, Inc. ("TSM"), Senior Living Assurance, Inc. ("SLA") and Southwest Assurance Company, Ltd. ("SWAC"), which provide, as applicable, management and insurance services to the System. Sears Methodist Senior Housing, LLC, is the general partner of, and controls .01% of the interests in, Canyons Senior Living, L.P. ("CSL"). Sears Methodist and its affiliates sought Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Lead Case No. 14-32821) on June 10, 2014. The cases are assigned to Judge Stacey G. Jernigan. The Debtors' counsel is Vincent P. Slusher, Esq., and Andrew Zollinger, Esq., at DLA Piper LLP (US), in Dallas, Texas; and Thomas R. Califano, Esq., Gabriella L. Zborovsky, Esq., and Jacob S. Frumkin, Esq., at DLA Piper LLP (US), in New York. The Debtors' financial advisor is Alvarez & Marsal Healthcare Industry Group, LLC, while the Debtors' investment banker is Cain Brothers & Company, LLC. The Debtors' notice, claims and solicitation agent is GCG Inc. The Debtors have sought and obtained an order authorizing joint administration of their Chapter 11 cases. The Official Committee of Unsecured Creditors is represented by Clifton R. Jessup, Jr., Esq., and Bryan L. Elwood, Esq., at Greenberg Traurig, LLP, in Dallas, Texas. SIGA TECHNOLOGIES: Wants Bonuses for Senior Executives ------------------------------------------------------ Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that Siga Technologies Inc., a smallpox drug developer, seeks authority from the U.S. Bankruptcy Court for the Southern District of New York to pay $680,000 in performance bonuses to four of its senior executive officers. According to the report, the Debtor says the top managers are integral to Siga's operations and the successful completion of contracts with the Biomedical Advanced Research & Development Authority, which is Siga's only customer. Siga said it also wants authority to implement a retention program for key employees below officer level, the report related. Two initial participants -- an accounting director and a contract specialist -- have been identified, with future participants, if any, to be determined, the report further related. About SIGA Technologies Publicly held SIGA Technologies, Inc., with headquarters in Madison Avenue, New York, is a biotech/pharmaceutical company that specializes in the development and commercialization of solutions for serious unmet medical needs and biothreats. SIGA's lead product is Tecovirimat, also known as ST-246, an orally administered antiviral drug that targets orthopoxviruses. SIGA sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 14-12623) on Sept. 16, 2014, in Manhattan. The case is assigned to Judge Sean H. Lane. The Debtor has tapped Weil, Gotshal & Manges LLP, as counsel, and Prime Clerk LLC as claims agent. The Debtor's Chapter 11 plan and disclosure statement are due May 14, 2015. The Debtor disclosed total assets of $131.7 million and $7.95 million in liabilities as of the Chapter 11 filing. The Statutory Creditors' Committee is represented by Martin J. Bienenstock, Esq., Scott K. Rutsky, Esq., and Ehud Barak, Esq., at PROSKAUER ROSE LLP. The Committee tapped to retain Guggenheim Securities, LLC, as its financial advisor and investment banker. SIMBAKI LTD: Bankruptcy Court Refused to Dismiss Chapter 11 Case ---------------------------------------------------------------- Judge Marvin Isgur of the U.S. Bankruptcy Court for the Southern District of Texas denied a motion to dismiss Simbaki, Ltd.'s small business Chapter 11 case for cause under Section 1112(b)(4)(J) of the Bankruptcy Code. Unsecured creditors Laura Baatz and Kimberly Kulig made the dismissal request. Simbaki withdrew its proposed plan, and the Court denied a motion to extend Simbaki's deadline for the filing of a new proposed plan. Accordingly, Simbaki has not confirmed a plan within the time fixed by Section 1129(e) of the Bankruptcy Code. Because a non-debtor plan proponent may still proposed and obtain confirmation of a plan after the statutory deadline, Judge Isgur denied the Motion to Dismiss. Judge Isgur explained in his Memorandum Opinion that the Movants have not established that cause for conversion or dismissal exists under Section 1112(b)(4)(J). The Movants are former employees of Simbaki, who are suing Simbaki under the Civil Rights Act for alleged sexual harassment suffered during their employment. The Movants both filed proofs of claim for unliquidated amounts on March 7, 2014. A full-text copy of the Memorandum Opinion dated December 5, 2014, is available at http://bit.ly/1DOaCEUfrom Leagle.com. Simbaki, Ltd. owns two restaurants in the Houston area that operate out of leased facilities. Simbaki leases space from Passage for use by one of the restaurants. Simbaki -- dba Berryhill Baja Grill, and Berryhill Baja Grill & Cantina -- filed for Chapter 11 bankruptcy (Bankr. S.D. Tex. Case No. 13-36878) on November 4, 2013, listing under $1 million in both assets and liabilities. A copy of the petition is available at http://bankrupt.com/misc/txsb13-36878.pdf. Simbaki is represented by Calvin C. Braun, Esq., at Orlando & Braun, LLP, as counsel. SL GREEN: S&P Revises Outlook to Positive & Affirms 'BB+' CCR ------------------------------------------------------------- Standard & Poor's Ratings Services revised its outlook on SL Green Realty Corp. and its operating subsidiaries, SL Green Operating Partnership L.P. and Reckson Operating Partnership L.P. (collectively SL Green), to positive from stable. At the same time, S&P affirmed its ratings on SL Green, including the 'BB+' corporate credit rating and 'BBB-' issue-level ratings. The recovery rating on the company's debt remains '2'. "The positive outlook acknowledges our expectation that SL Green's outperformance relative to rated peers will continue as we believe the company's portfolio of Manhattan properties will benefit from employment growth in and the attractiveness of New York City as a premier global destination for employers to attract talent," said credit analyst Jaime Gitler. "All together, we expect the portfolio to experience occupancy gains and positive lease spreads on new and renewed leases. We also believe the company's growing appetite for retail and residential assets will add product diversity and fundamentals for both assets types are currently strong. We think the diversification into residential and retail will make NOI more insulated if Manhattan employment deteriorates." S&P based its positive outlook on its expectation that SL Green's portfolio of Manhattan office assets will continue to outperform large rated REIT peers. S&P believes the company's diversification strategy into retail and residential assets will provide further cash flow durability in the event of a recession with outsized impact on New York City employment. Upside scenario S&P could raise the rating if the company successfully broadens its platform further into retail and residential assets, if S&P believes that SL Green will continue to outperform similarly sized peers as evidenced by occupancy and rental rate growth, and if the company's leverage profile does not materially change. Under this scenario S&P could raise the corporate credit rating by up to two notches with a business profile of "strong." Given that S&P believes the company is unlikely to meaningfully alter their financial strategy, it views improvement in the financial risk profile as unlikely. Downside scenario S&P could revise the outlook back to stable if operating performance deteriorates perhaps because of considerable weakness among tenants in the financial and legal sectors or if leverage rises materially because of a large debt financed acquisition, however this is unlikely under S&P's base-case expectations. STATE FISH: Asks for Joint Administration of Ch. 11 Cases --------------------------------------------------------- State Fish Co., Inc. and CalPack Foods, LLC seek approval from the Bankruptcy Court to enter an order granting joint administration of their Chapter 11 cases. Alan D. Smith, Esq., at Perkins Coie LLP, avers that joint administration will avoid the exponential expenses related with requesting Court approval of identical motions involving all of the same parties in two separate cases. The Debtors have interrelated operations and share the same management. Calpack is the wholly own subsidiary of State Fish. State Fish, founded in 1932, formed CalPack in April 2012 to produce high quality food and beverage products. Calpack operates in conjunction with State Fish's High Pressure Pasteurization Food Service ("HPP") division. Much of the juices and products processed by Calpack are then transferred to HPP for pasteurization services, which operates in a plant owned by, and shared with, State Fish. HPP receives pre-packaged products from its customers which are then pasteurized using HPP's two state-of-the-art pasteurization machines and returned to the customer for shipment to the end user. As such, the Debtors' operations are interconnected. In addition, State Fish historically funded certain operating costs on behalf of Calpack, including covering losses early on in Calpack's operations as well as costs associated with Calpack's minority ownership interest in an entity called Drinkme. The Debtors carry a corresponding intercompany receivables and payables related to such costs. About State Fish State Fish Co., Inc., was founded in 1932 and began as a small local wholesale fish buyer in California. Under the leadership of Sam DeLuca, State Fish expanded from a small fresh fish company to an internationally-known import and export company operating its own processing and cold store facilities near the Port of Los Angeles. Calpack Foods, LLC, a wholly owned subsidiary, was formed in April 2012 to produce high quality food and beverage products. State Fish and Calpack Foods filed voluntary Chapter 11 bankruptcy petitions (C.D. Cal. Lead Case No. 15-11084) on Jan. 26, 2015, amid a family dispute and liquidity woes brought by declining fish catches. State Fish estimated assets and liabilities of $10 million to $50 million. The Hon. Sandra R. Klein presides over the jointly administered cases. Amir Gamliel, Esq., and Alan D Smith, Esq., at Perkins Coie LLP, serve as the Debtors' counsel. George Blanco, at Avant Advisory Group, acts as chief restructuring officer. The schedules of assets and liabilities and statement of financial affairs are due Feb. 9, 2015. STATE FISH: Proposes Perkins Coie as Bankruptcy Counsel ------------------------------------------------------- State Fish Co., Inc. and CalPack Foods, LLC, ask the Bankruptcy Court for authorization to employ Perkins Coie LLP as their bankruptcy counsel in the Chapter 11 cases. As of the Petition Date, Perkins Coie had been compensated for all known fees and reimbursed for all known expenses incurred before the Petition Date. The unapplied balance of Perkins Coie's retainer as of the Petition Date was $57,156. Aside from the retainer, within one year before the Petition Date, Perkins Coie received $426,288 on account of its prepetition services to the Debtors. For professional services, Perkins Coie's fees are based on its customary hourly rates, which are periodically adjusted in accordance with Perkins Coie's policy. Based on the engagement agreement, Perkins Coie and the Debtors have agreed that Perkins Coie will not be seeking to be separately compensated for certain staff, clerical, and resource charges. Presently, the hourly rates for Perkins Coie lawyers and paralegals range between $300 to $790 for lawyers, and $125 to $250 for paralegals. Alan Smith's hourly rate for 2015 in this matter is $695. The hourly rates set forth above are subject to periodic increases in the normal course of the firm's business, often due to the increased experience of a particular professional and changes in the prevailing legal market. To the best of the Debtors' knowledge, Perkins Coie does not hold or represent an interest adverse to the Debtors' estates and is a "disinterested person," as that term is defined in 11 U.S.C. Sec. 101(14) and modified by Sec. 1107(b), with respect to the matters for which Perkins Coie is to be employed. About State Fish State Fish Co., Inc., was founded in 1932 and began as a small local wholesale fish buyer in California. Under the leadership of Sam DeLuca, State Fish expanded from a small fresh fish company to an internationally-known import and export company operating its own processing and cold store facilities near the Port of Los Angeles. Calpack Foods, LLC, a wholly owned subsidiary, was formed in April 2012 to produce high quality food and beverage products. State Fish and Calpack Foods filed voluntary Chapter 11 bankruptcy petitions (C.D. Cal. Lead Case No. 15-11084) on Jan. 26, 2015, amid a family dispute and liquidity woes brought by declining fish catches. State Fish estimated assets and liabilities of $10 million to $50 million. The Hon. Sandra R. Klein presides over the jointly administered cases. Amir Gamliel, Esq., and Alan D Smith, Esq., at Perkins Coie LLP, serve as the Debtors' counsel. George Blanco, at Avant Advisory Group, acts as chief restructuring officer. The schedules of assets and liabilities and statement of financial affairs are due Feb. 9, 2015. STATE FISH: Seeks Approval to Use Cash Collateral ------------------------------------------------- State Fish Co., Inc., seeks approval from the U.S. Bankruptcy Court for the Central District of California of a stipulation allowing it to use cash collateral of lenders Pan Pac LLC and Roseann DeLuca Revocable Trust dated 10/6/2011. Alan D. Smith, Esq., at Perkins Coie LLP, avers that if the Debtor is not authorized to cash collateral on an interim basis, the Debtor's operations may be interrupted, resulting in irreparable harm to the Debtor's business and the estate. In April 2014, State Fish's line of credit from Well Fargo expired, and was not renewed by Wells Fargo. In order to finance certain equipment acquisition costs, State Fish, as borrower, entered into a Credit Agreement with Pan Pac and Roseann DeLuca Revocable Trust on May 15, 2014. As of the Petition Date, there was $5.7 million of indebtedness outstanding under the Credit Agreement. The Lenders assert that the Debtor is in default. The Lenders were granted a blanket security interest in substantially all of State Fish's personal property. The salient terms of the Stipulation with the Lenders are: a. The Debtor is authorized to use cash collateral of the Lenders for the period of the Petition Date through March 1, 2015, in accordance with a budget. b. As adequate protection for the use of the Lenders' cash collateral, the Debtor will grant to the Lenders a continuing security interest in and lien upon all of the Debtor's prepetition and postpetition personal property (excluding all causes of action under Chapter 5 of the Bankruptcy Code). c. The Adequate Protection Liens will secure all of the Lender's claims in an amount equal to the aggregate diminution in value of the Lenders' prepetition collateral resulting from the postpetition sale, lease, or use by the Debtor and imposition of the automatic stay under 11 U.S.C. Sec. 362. The Debtor urgently and immediately needs to use the cash it generates from the postpetition operation of its business to continue operating as a going concern. Cash is needed to, among other things, pay postpetition operating expenses including payroll. Other First Day Motions State Fish on the Petition Date also filed motions to: -- jointly administer the Chapter 11 cases of State Fish and Calpack Foods; -- pay prepetition priority claims for wages, salaries, reimbursable expenses, and employee benefits; -- continue using its existing bank accounts; and -- assume its agreement with Avant Advisory Group. A copy of the affidavit in support of the first-day motions is available for free at: http://bankrupt.com/misc/State_Fish_1st_Day_Affidavit.pdf About State Fish State Fish Co., Inc., was founded in 1932 and began as a small local wholesale fish buyer in California. Under the leadership of Sam DeLuca, State Fish expanded from a small fresh fish company to an internationally-known import and export company operating its own processing and cold store facilities near the Port of Los Angeles. Calpack Foods, LLC, a wholly owned subsidiary, was formed in April 2012 to produce high quality food and beverage products. State Fish and Calpack Foods filed voluntary Chapter 11 bankruptcy petitions (C.D. Cal. Lead Case No. 15-11084) on Jan. 26, 2015, amid a family dispute and liquidity woes brought by declining fish catches. State Fish estimated assets and liabilities of $10 million to $50 million. The Hon. Sandra R. Klein presides over the jointly administered cases. Amir Gamliel, Esq., and Alan D Smith, Esq., at Perkins Coie LLP, serve as the Debtors' counsel. George Blanco, at Avant Advisory Group, acts as chief restructuring officer. The schedules of assets and liabilities and statement of financial affairs are due Feb. 9, 2015. STATE FISH: Wants to Keep Avant's George Blanco as CRO ------------------------------------------------------ State Fish Co., Inc. and CalPack Foods, LLC, ask the Bankruptcy Court for authority to assume their prepetition agreement with Avant Advisory Group and appoint Avant's George Blanco as chief restructuring officer. Pursuant to the Engagement Letter, Mr. Blanco will serve as CRO, and additional individuals employed by Avant will provide other critical management services to the Debtors. Avant will report directly to the board of directors of the Debtors. On or about Jan. 22, 2015, State Fish retained the firm Avant Advisory Group to provide Chief Restructuring Officer ("CRO") services to the Debtors and, on January 24, 2015 designated George P. Blanco -- Avant Managing Director and Partner -- to serve as the CRO for the Debtors. Prior to their retention, Avant and Mr. Blanco had no prior relationship with the Debtors or any of the Debtors' officers, directors, or shareholders. Mr. Blanco is a senior executive with over 30 years of industry and consulting experience, performing financial and operational management for both financially distressed and high growth companies. Mr. Blanco has been involved in a number of interim C-level roles to stabilize business operations, rebuild management teams, and prepare businesses for refinancing or sale. Pursuant to the engagement letter, the parties agreed to this compensation structure: (i) Approval of fees and costs to be paid to Avant by the Debtors will be subject to one or more duly noticed fee applications to be approved by the Court. (ii) One Jan. 22, 2015, Avant received a retainer of $75,000 from the Debtors for postpetition services. IN addition, on Jan. 24, 2015, Avant received a payment of $19,704 in satisfcation of its prepetition fees and expenses. (iii) Postpetition, Avant will present invoices to the Debtors every two weeks for payment. Interim payment procedure for its invoices will be 80% of fees and 100% reimbursement of expenses due immediately upon presentation of the invoice. (iv) Hourly billing rates for Avant's most senior level professionals range up to $495 per hour for similiar situations. However, Avant has committed to provide Mr. Blanco, managing director and partner, at a rate not to exceed $395 per hour, given the size of the Debtors and their marketplace. However, Messrs. Michael Ozawa and James Davidson would continue to charge up to $495 per hour for their specialized and technical support services. A schedule of the professional fee rates is as follows: Hourly Rate ----------- Managing Directors / Directors $395 to $495 Principal Consultants $295 to $395 Consultants $225 to $325 Para Professionals / Analysts $175 to $250 Administrative Staff $75 to $100 (v) Avant will be entitled to reimbursement for actual out-of pocket costs that include, when appropriate, travel/mileage, meals and lodging, photocopies, faxes, telephone charges, computer support, printing costs, miscellaneous charges, etc. Although the general view is that officers of the debtor are not professionals whose employment must be approved by the Court, the Debtors nevertheless represent, to the best of their knowledge, that Avant is a "disinterested person," as that term is defined in Sec. 101(14) of the Bankruptcy Code, as modified by Sec. 1107(b). Mr. Blanco may be reached at: George P Blanco, CTP, MBACIRA Managing Director & Partner Avant Advisory Group 601 S Figueroa St Ste 4050 Los Angeles, CA 90017-5879 USA Tel: (213) 479-7900 E-mail: gblanco@avantadvisory.com About State Fish State Fish Co., Inc., was founded in 1932 and began as a small local wholesale fish buyer in California. Under the leadership of Sam DeLuca, State Fish expanded from a small fresh fish company to an internationally-known import and export company operating its own processing and cold store facilities near the Port of Los Angeles. Calpack Foods, LLC, a wholly owned subsidiary, was formed in April 2012 to produce high quality food and beverage products. State Fish and Calpack Foods filed voluntary Chapter 11 bankruptcy petitions (C.D. Cal. Lead Case No. 15-11084) on Jan. 26, 2015, amid a family dispute and liquidity woes brought by declining fish catches. State Fish estimated assets and liabilities of $10 million to $50 million. The Hon. Sandra R. Klein presides over the jointly administered cases. Amir Gamliel, Esq., and Alan D Smith, Esq., at Perkins Coie LLP, serve as the Debtors' counsel. George Blanco, at Avant Advisory Group, acts as chief restructuring officer. The schedules of assets and liabilities and statement of financial affairs are due Feb. 9, 2015. SUSAN MOUROUZIDIS: Court Won't Reinstate Chapter 11 Case -------------------------------------------------------- Judge Albert S. Dabrowski of the U.S. Bankruptcy Court for the District of Connecticut denied Susan Mourouzidis' motion for reconsideration, requesting the Court to reconsider and vacate the Dismissal Order. On November 16, 2014, the Court issued and entered a Brief Memorandum and Order Granting Bayview Loan Servicing LLC's Motion to Dismiss the Debtor's Case with Bar and In Rem Order, dismissing with prejudice the Debtor's bankruptcy case. The Debtor may not be a debtor under the Bankruptcy Code at any time during the one year period following the date of the Order. Bayview has filed the Motion to Dismiss with a bar to the Debtor filing future bankruptcy petitions, and the entry of an in rem order as to the Debtor's rental property located at 31 Main Street a/k/a 25-31 Main Street, in Windham, Connecticut. In his Dismissal Order, Judge Dabrowski found, among other things, that the Debtor, rather than having recently spent thousands of dollars of rental receipts on making repairs to the Property, has used most of the rental receipts she has been collecting from tenants of the Property to pay personal living expenses. The Court further finds that Bayview holds a valid security interest in the Debtor's Property, including the rental receipts, and that the Debtor has no equity in the Property. A full-text copy of the December 5, 2014 Brief Memorandum and Order available at http://bit.ly/1HBz95ufrom Leagle.com. Susan Mourouzidis filed a Chapter 11 bankruptcy petition (Bankr. D. Conn. Case No. 14-21564 (ASD)) on August 4, 2014. The August 2014 Petition is the second filed by the Debtor in 2014 affecting the Debtor's rental property located at 31 Main Street a/k/a 25-31 Main Street, in Windham, Connecticut. The Debtor filed a prior bankruptcy petition under Chapter 7, Case No. 14-20409, on March 7, 2014. SYNOVUS FINANCIAL: Fitch Affirms 'BB+/B' Rating; Outlook Positive ----------------------------------------------------------------- Fitch Ratings has affirmed Synovus Financial Corp.'s (SNV) and its primary bank subsidiary, Synovus Bank ratings, at 'BB+/B'. The Rating Outlook remains Positive. The rating action follows a periodic review of the mid-tier regional banking group, which includes BOK Financial Corp. (BOKF), Cathay General Bancorp (CATY), East West Bancorp, Inc. (EWBC), First Horizon National Corp. (FHN), First National of Nebraska, Inc. (FNNI), First Republic Bank (FRC), Fulton Financial Corp (FULT), People's United Financial Inc. (PBCT), Synovus Financial Corp. (SNV), TCF Financial Corp. (TCB), Webster Financial Corp. (WBS), Wintrust Financial Corp (WTFC), and UMB Financial Corporation (UMB). Company-specific rating rationales for the other banks are published separately. KEY RATING DRIVERS - IDRs, VRs AND SENIOR DEBT Fitch upgraded SNV's ratings in November 2014. Similarly, today's action reflects Fitch's view that SNV's financial condition continues to improve and converge with higher rated banks. The Outlook Positive reflects Fitch's expectation that management will continue to execute on its strategies to rehabilitate SNV to a stronger financial condition by improving earnings performance while maintaining a reasonable risk appetite and a strong risk management framework. SNV's ratings remain relatively low as compared to its peer group despite the upgrade. Fitch views SNV's weak asset quality and core earnings performance as key constraints to SNV's rating in the near-term. However, both have significantly improved since Fitch's last rating action and are expected to remain on a positive trajectory going forward while the company maintains reasonable capital levels. Fitch calculates SNV's NPAs at 2.98% at 4Q'14, an improvement of 240bps year-over-year but still well-above those levels of higher rated banks. Over the same time period, the dollar volume of NPAs has dropped 40% as management has remained successful in working out of problem loans and disbursing foreclosed property. Fitch notes that the reduction in NPAs has not come at the cost of significantly higher credit costs evidenced by year-to-date (YTD) net charge-offs (NCOs) of 40bps. Today's action also reflects the bank's strong capital profile. SNV reports the highest tangible common equity ratio among its peer group and a strong estimated, fully phased-in Basel III CET1 ratio of 10.2% well above the 7% requirement. The bank recently announced an increase in its quarterly dividend and the initiation of a share buyback program. Capital management has been in line with Fitch's expectations given SNV's continued improvement in its financial condition. Fitch expects that SNV will continue to distribute some of this excess capital to shareholders; however, these distributions will be constrained by regulatory and internal stress testing, and as such, SNV's capital ratios will likely stay elevated over the near term. Fitch also observes that SNV has nearly $500 million in a disallowed deferred tax asset (DTA) that will continue to accrete into Tier 1 capital going forward, providing additional support to regulatory capital ratios and capital distributions. After experiencing net losses from 2009 to 2011 due to poor asset quality, SNV has been able to generate more reasonable returns over recent periods, primarily due to lower credit-related costs (provisions, litigations costs, OREO expenses and, etc.). In 2014, the company generated a ROA of 74bps, a reasonable improvement over SNV's 2013 ROA of 61bps, but a level that remains below higher rated peer averages. SNV, similar to the industry as a whole, continues to benefit from reserve releases. Fitch observes that reserve releases accounted for 15% of pre-tax earnings in 2014. Fitch observes that while this level if above current industry and peer levels, SNV also emerged from the crisis later than most and thus would be expected to have reserve releases start/end later than industry. That said, Fitch sees reserve releases diminishing going forward given continued loan growth and as allowance levels approach more normalized levels. Furthermore, Fitch expects SNV's ROA to remain below industry and peer averages as well as those long-term historical returns of investment grade banks over the next four to six quarters. Fitch views this relatively lower level of earnings as a constraint on SNV's current ratings. Also reflected in today's rating action is Fitch's view that SNV's risk management practices are relatively strong compared to those banks of similar size. Fitch recognizes the level of investment in risk management systems the bank has needed to make over recent years as it has been rehabilitated. Fitch views these systems as an integral part of management's ability to execute on its strategic plan of reducing problem assets, managing capital, maintaining SNV's strong franchise and underwriting of new loans as the company now seeks to grow its loan portfolio after a long period of shrinking it. RATING SENSITIVITIES - IDRs, VRs AND SENIOR DEBT Fitch anticipates that over the near to mid-term, SNV's financial and credit profile will continue to improve and converge with that of higher rated banks. To the extent that Fitch observes continued asset quality improvement that brings asset quality metrics such as NPAs, NCOs, NPL inflows, etc. in line with higher rated peers, additional positive rating action is likely. As noted above, Fitch expects SNV's core earnings power to be fairly tepid relative to higher rated peers over the next four to six quarters. Once Fitch observes earnings performance consistently in line with those banks in higher rating categories, Fitch would likely take positive rating action. Although unexpected, to the extent that earnings remain depressed and Fitch foresees little uplift over the long term, SNV's Outlook could be revised to Stable from Positive. In general, Fitch views further upward momentum in SNV's ratings over the long-term given the strength of its franchise in its operating market, de-risking of balance sheet since the financial crisis, and various improvements made in its risk management program. Finally, although not expected, negative rating pressures could result if SNV were to manage capital more aggressively in payout levels or through or growth. Moreover, should wholesale funding revert back to the level it was leading up to the 2007-2009 financial crisis, negative rating action could ensue. KEY RATING DRIVERS - HOLDING COMPANY The IDR and VR of SNV is equalized with its operating company, Synovus Bank, reflecting its role as the bank holding company, which is mandated in the U.S. to act as a source of strength for its bank subsidiaries. RATING SENSITIVITIES - HOLDING COMPANY Should SNV's holding company begin to exhibit signs of weakness, demonstrate trouble accessing the capital markets, or have inadequate cash flow coverage to meet near-term obligations, there is the potential that Fitch could notch the holding company IDR and VR from the ratings of the operating companies. This is viewed as unlikely though for SNV given the strength of the holding company liquidity profile. KEY RATING DRIVERS - SUPPORT RATING AND SUPPORT RATING FLOOR SNV has a Support Rating of '5' and Support Rating Floor of 'NF'. In Fitch's view, SNV is not systemically important and therefore, the probability of support is unlikely. IDRs and VRs do not incorporate any support. RATING SENSITIVITIES - SUPPORT RATING AND SUPPORT RATING FLOOR SNV's Support Rating and Support Rating Floor are sensitive to Fitch's assumption around capacity to procure extraordinary support in case of need. KEY RATING DRIVERS - SUBORDINATED DEBT AND OTHER HYBRID SECURITIES Subordinated debt and other hybrid capital issued by SNV and by various issuing vehicles are all notched down from SNV or its bank subsidiaries' VRs in accordance with Fitch's assessment of each instrument's respective non-performance and relative loss severity risk profiles. RATING SENSITIVITIES - SUBORDINATED DEBT AND OTHER HYBRID SECURITIES The ratings of subordinated debt and other hybrid capital issued by SNV and its subsidiaries are primarily sensitive to any change in SNV's VR. KEY RATING DRIVERS - LONG- AND SHORT-TERM DEPOSIT RATINGS SNV's uninsured deposit ratings are rated one notch higher than the company's IDR and senior unsecured debt because U.S. uninsured deposits benefit from depositor preference. U.S. depositor preference gives deposit liabilities superior recovery prospects in the event of default. KEY RATING SENSITIVITIES - LONG- AND SHORT-TERM DEPOSIT RATINGS The ratings of long- and short-term deposits issued by SNV and its subsidiaries are primarily sensitive to any change in SNV's long- and short-term IDRs. Fitch has affirmed these ratings with a Positive Outlook: Synovus Financial Corp. -- Long-term IDR at 'BB+'; -- Short-term IDR at 'B'. -- Viability Rating at 'bb+'; -- Senior unsecured at 'BB+'; -- Subordinated debt at 'BB'; -- Preferred stock at 'B'; -- Support '5'; -- Support Floor 'NF'. Synovus Bank -- Long-term IDR at 'BB+'; -- Short-term IDR at 'B'. -- Viability Rating at 'bb+'; -- Long-term deposits at 'BBB-'; -- Short-term deposits at 'F3'. -- Support '5'; -- Support Floor 'NF'. TARGA RESOURCES: Moody's Rates $1.1 Billion Secured Loans 'B3' -------------------------------------------------------------- Moody's Investors Service assigned a first-time Corporate Family Rating (CFR) of Ba3 to Targa Resources Corp. (TRC), a Ba3 rating to its $1.1 billion senior secured credit facility, comprising a $430 million term loan and a $670 million revolving credit facility, and assigned a SGL-3 Speculative Grade Liquidity Rating. The rating outlook for TRC is stable. Moody's changed Targa Resources Partners LP's (Targa) outlook to stable from positive and affirmed all of Targa's ratings. TRC's term loan proceeds along with drawings under its revolver will be used to partially finance the proposed acquisition of Atlas Energy, L.P. (ATLS) following the spin-off of ATLS's non-midstream assets. TRC is a publicly-traded corporation whose principal asset consists of equity ownership interests in Targa (Ba1 stable), an independent Master Limited Partnership (MLP) that provides all of TRC's cash flows in the form of distribution payments. In addition to owning 11.3% limited partnership (LP) interests in Targa, TRC controls Targa through a 2% general partner (GP) interest and 100% of the incentive distribution rights (IDRs). "Targa Resources Corp.'s Ba3 rating is supported by Targa Resources Partners' credit profile because its dividend payouts and debt service are entirely dependent on cash distributions from the controlled partnership," said Arvinder Saluja, Moody's Vice President. "The change in outlook to stable from positive at Targa considers higher leverage given the downdraft in natural gas liquids prices." Issuer: Targa Resources Partners LP Affirmations: Corporate Family Rating, Ba1 Probability of Default Rating, Ba1-PD Speculative Grade Liquidity Rating, SGL-3 Senior Unsecured Notes, Ba2 (LGD4) Outlook Actions: Outlook, Changed to Stable from Positive Issuer: Targa Resources Corp. Assignments: Corporate Family Rating, Assigned Ba3 Probability of Default Rating, Assigned Ba3-PD Speculative Grade Liquidity Rating, Assigned SGL-3 Senior Secured Bank Credit Facility, Assigned Ba3 (LGD3) Outlook Actions: Outlook, Assigned Stable Ratings Rationale The change of outlook to stable for Targa reflects the continued and extreme price weakness in natural gas liquids and crude oil markets, which will weigh on Targa's EBITDA generation and could prevent meaningful improvement in credit metrics in 2015-2016. On a consolidated basis, the leverage could remain close to 5x, which is inconsistent with a positive outlook. This action recognizes the lower likelihood of an upgrade to investment grade for Targa over the next 12-18 months. Targa's Ba1 CFR is supported by its scale and baseline EBITDA generation, track record of strong execution of growth projects, and relatively high proportion of fee-based margin contribution even after incorporating Atlas Pipeline Partners, L.P.'s (APL) margin mix. In addition, Targa will benefit from APL's recent acquisitions, organic expansion projects and complementary geographic footprint in Texas and Oklahoma. Targa has increased geographic diversification, improved business diversification through entry into crude oil gathering, and grown fee-based business. As a number of growth projects came online in 2013 and 2014, its distribution coverage, which remained under 1.0x for a portion of 2013, also improved with the cash flow from these projects. These positive attributes are tempered by material exposure to the gathering and processing business, intensified commodity price weakness, volume risks, and its historically aggressive distribution policies. TRC's Ba3 CFR reflects the underlying credit quality of Targa, the strategic importance of the partnership, its relatively stable cash flows for TRC's debt service and dividends, and its diversified exposure to the midstream segment across multiple U.S. basins. The rating also considers the structural subordination of TRC's cash flows and its own dividend heavy business model that imposes a high payout burden and limits absolute debt reduction. TRC has no meaningful assets other than its equity interests in Targa and functions as a pass-through vehicle that pays out the vast majority of its distribution income to its own shareholders. TRC is rated two notches below Targa because of structural subordination, significant debt burden and small tangible asset value. The LP and GP distribution streams to TRC are residual cash flows after operating expenses and debt service payments have been satisfied at Targa. There is no contractual guarantee from Targa to TRC, and hence, if the partnership were to default, TRC's equity interest in that entity would be worthless. Additionally, since TRC's LP ownership in Targa is modest, it is theoretically possible for two-thirds of Targa's unitholders to remove the partnership's GP, which would mean cessation of the IDR distributions to TRC which currently comprise the bulk of TRC's cash flow. While Moody's acknowledge the significant value in TRC's equity interests and the low probability of Ba1 rated Targa's default, given that the entirety of TRC's cash flows originate from the partnership, TRC is rated below Targa. TRC's senior secured credit facility is rated Ba3, the same as the Ba3 CFR under Moody's Loss Given Default Methodology, because TRC has only one class of debt in its capital structure. The term loan ranks pari passu with its revolving credit facility and they share the same collateral pool. Both are secured by substantially all of TRC's assets, including its ownership interests in Targa. TRC's proforma standalone leverage is expected to be 3.4x. However, on a fully consolidated basis with Targa, TRC's proforma reported leverage would be higher and could remain close to 5x in 2015. Moody's expect standalone credit metrics to improve in 2016 as distributions from the partnership increase. TRC should have adequate liquidity through 2015. Proforma for the ATLS acquisition, the company is expected to have minimal cash on hand and partial availability under its $670 million five year revolver. There is a leverage covenant (maximum compliance debt/EBITDA of 4.75x in 2015 with step-downs in 2016-17) pertaining to the revolver, which TRC is expected to meet over the next year. The interest burden that TRC has to service is expected to be moderate (~$50 million annually) relative to its total distribution earnings. However, a significant portion of TRC's dividend payout will have to be supported by IDR payments requiring strong operational and commercial execution by Targa. Targa's ratings will be considered for an upgrade if Moody's expect the partnership to sustain leverage near 4x and continue to increase the proportion of fee-based revenues and EBITDA. The CFR could be downgraded if Targa's Debt/EBITDA rises over 5.5x because of a leveraging transaction and/or weaker than expected earnings. TRC could be upgraded if Targa is upgraded to Baa3. An upgrade is also possible if TRC's debt is reduced to below 1 times distributions received and Targa's CFR holds at or above Ba1. The ratings could be downgraded if Targa is downgraded, TRC's standalone debt exceeds 4 times distributions received or dividend payouts are funded with debt. The principal methodology used in these ratings was Global Midstream Energy published in December 2010. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Targa Resource Partners LP is a mid-sized midstream master limited partnership headquartered in Houston, Texas. Targa Resources Corp. is a Delaware incorporated company also headquartered in Houston, Texas. TCF NATIONAL: Fitch Affirms 'BB+' Subordinated Debt Rating ---------------------------------------------------------- Fitch Ratings has affirmed TCF Financial Corp.'s (TCB) ratings at 'BBB-/F3'. The Rating Outlook has been revised to Stable from Negative. The rating action follows a periodic review of the mid-tier regional banking group, which includes BOK Financial Corp. (BOKF), Cathay General Bancorp (CATY), East West Bancorp, Inc. (EWBC), First Horizon National Corp. (FHN), First National of Nebraska, Inc. (FNNI), First Republic Bank (FRC), Fulton Financial Corp. (FULT), People's United Financial Inc. (PBCT), Synovus Financial Corp. (SNV), TCF Financial Corp. (TCB), Webster Financial Corp. (WBS), Wintrust Financial Corp. (WTFC), and UMB Financial Corporation (UMB). Company-specific rating rationales for the other banks are published separately. KEY RATING DRIVERS - IDRS, VRs AND SENIOR DEBT Fitch notes that TCB's ratings remain toward the bottom of its peer group, reflecting its relatively higher risk profile across many financial metrics as well as a larger risk appetite. The action primarily reflects Fitch's view that asset quality, particularly related to TCB's legacy portfolio, has stabilized with the nonperforming asset (NPA) bulk sale and that management has shown the ability and willingness to build capital in order to support balance sheet growth. Fitch's expectation that growth, particularly in auto finance, will continue to be relatively high over the coming quarters as the company continues to build out scale but will level out to a more normalized growth rate is incorporated into today's action as well. Previously, Fitch had noted that the bank's ratio of NPAs to total loans and other real estate owned (OREO) was an outlier in the mid-tier regional peer group. While still elevated compared to higher rated banks, In the fourth quarter of 2014 (4Q'14), management executed on a $400 million NPA sale which has brought TCB's NPA levels to levels more in line with similarly rated peers. The action has resulted in NPAs dropping to 2.90% from 6.18% at 4Q'13. Notably, the sale primarily consisted of legacy residential mortgages classified as troubled debt restructures (TDRs). Coinciding with the action, TCB took an additional $20 million provision related to the remaining residential mortgage nonperforming loans within its loan portfolio. Fitch also notes that net charge-offs (NCOs) on a whole nor did the transaction result in a net loss for the quarter as some have experienced when performing a nonperforming bulk sale. Fitch views this action as a credit positive as it removes a substantial amount of overhang from legacy strategies and should result not only in strong credit performance going forward but also improved earnings as costs associated with working out of nonperforming credits dissipates. That said, Fitch expects NPAs and credit costs to remain elevated in relative terms compared to higher rated institutions over the long term. TCB's will still have close to $200 million in accruing TDRs, with most of them consumer-related which tend to be much stickier than commercial-related TDRs. Fitch expects TCB to maintain a reserve against the remaining accruing TDRs in line with past practices at around 20% of unpaid balances, a level Fitch believes is reasonable when considering marks taken on the announced bulk loan sale and those announced around the banking industry. These expectations are incorporated in the current rating of 'BBB-' and today's affirmation. As expected by Fitch, TCB continues to put focus on growth in its national lending loan portfolio. Growth has been particularly aggressive in the indirect auto space. Auto loans on balance sheet have grown 55% year-over-year to $2 billion. This growth rate in auto has outpaced nearly all competitors that lend in the indirect auto space and the portfolio now makes up 12% of TCB's loan book versus 8% a year prior. While losses relating to TCB's auto book have been in line with industry standards over recent periods, in Fitch's view, the portfolio still has yet to fully season or go through a full credit cycle. Furthermore, Fitch notes that growth in the portfolio is likely depressing loss ratios from quarter to quarter. Mitigating some of Fitch's loan growth concerns is company's ability to generate and maintain a reasonable level of capital. TCB has not raised its dividend nor has it performed any material share repurchases like some banks have. Instead, management has chosen to use capital generation as a way to support growth. Therefore, the company's Total tier 1 Risk Based capital ratio has increased 35 basis points (bps) to 11.8% and its Tier 1 common capital is up 44bps to 10.1%. This type of capital retention is expected by Fitch and has been incorporated into the bank's current rating and the outlook. TCB has also shown the ability to manage growth in its auto portfolio through the use of securitization. In 3Q'14, the company executed on an auto securitization of over $250 million of loans on which it recognized a gain of $7.4 million. In Fitch's view, the securitization transaction primarily reflects substantial appetite for auto-related paper by investors. The transaction also points toward the increased credibility of TCF within the indirect auto lending space. Fitch also observes that, to some extent, the transaction shows the infrastructure and risk management systems TCB has built over the past few years in order to gather and store the data necessary to execute on such a securitization. Fitch notes that earnings have historically been supported by a low-cost deposit base which generated a relatively higher level of noninterest income than peers. While deposit pricing through the industry has converged to historic lows bringing TCB's cost of deposits in-line with peer averages, Fitch would expect the company's earnings to benefit relatively more in a rising rate scenario given the likely sticky nature of its low-balance, high volume deposit base. Nearly 90% of the bank's total deposits are FDIC insured, a level relatively greater than peers. Furthermore, while fee income generated by TCB's deposit base has been reduced due to consumer behavior and the Durbin Amendment, Fitch still expects the company to generate a relatively higher level of income from service charges compared to others in the peer group, a positive rating driver. These expectations are reflected in today's rating affirmation and the outlook. RATING SENSITIVITIES - IDRS, VRs AND SENIOR DEBT Fitch will continue to monitor credit risk and risk appetite in TCB's growing national lending platform in relation to those that contend in similar lending spaces. If Fitch observes a relative divergence of credit costs in these portfolios that point toward lax underwriting or monitoring and lead to earnings performance deterioration negative rating action is possible. Over the rating horizon, Fitch expects TCB's absolute and relative auto loan production to slow given the level of growth the asset class has experienced since TCB got into the space at the end of 2011. However, should auto growth continue to outpace the industry by multiples and the book approaches near 20% of TCB's loan portfolio, adverse rating action could result as Fitch would view the exposure as significantly outsized compared to similarly rated institutions and outside of Fitch's expectations. Fitch believes TCB's ratings are constrained from upward movement in the near term given its current business strategies and relative asset quality. Over the long term, if asset quality converges with higher rated peers and credit quality in the national lending portfolio remains in line with industry, leading to positive operating results, TCB's ratings or Outlook could be positively impacted. KEY RATING DRIVERS - HOLDING COMPANY The IDR and VR of TCB is equalized with its operating company, TCF National Bank, reflecting its role as the bank holding company, which is mandated in the U.S. to act as a source of strength for its bank subsidiaries. RATING SENSITIVITIES - HOLDING COMPANY Should TCB's holding company begin to exhibit signs of weakness, demonstrate trouble accessing the capital markets, or have inadequate cash flow coverage to meet near-term obligations, there is the potential that Fitch could notch the holding company IDR and VR from the ratings of the operating companies. This is viewed as unlikely though for TCB given the strength of the holding company liquidity profile. KEY RATING DRIVERS - SUPPORT RATING AND SUPPORT RATING FLOOR TCB has a Support Rating of '5' and Support Rating Floor of 'NF'. In Fitch's view, TCB is not systemically important and therefore, the probability of support is unlikely. IDRs and VRs do not incorporate any support. RATING SENSITVITIES - SUPPORT RATING AND SUPPORT RATING FLOOR TCB's Support Rating and Support Rating Floor are sensitive to Fitch's assumption around capacity to procure extraordinary support in case of need. KEY RATING DRIVERS - SUBORDINATED DEBT AND OTHER HYBRID SECURITIES Subordinated debt and other hybrid capital issued by TCB and by various issuing vehicles are all notched down from TCB or its bank subsidiaries' VRs in accordance with Fitch's assessment of each instrument's respective non-performance and relative loss severity risk profiles. RATING SENSITIVITIES - SUBORDINATED DEBT AND OTHER HYBRID SECURITIES The ratings of subordinated debt and other hybrid capital issued by TCB and its subsidiaries are primarily sensitive to any change in TCB's VR. KEY RATING DRIVERS - LONG- AND SHORT-TERM DEPOSIT RATINGS TCB's uninsured deposit ratings are rated one notch higher than the company's IDR and senior unsecured debt because U.S. uninsured deposits benefit from depositor preference. U.S. depositor preference gives deposit liabilities superior recovery prospects in the event of default. KEY RATING SENSITIVITIES - LONG- AND SHORT-TERM DEPOSIT RATINGS The ratings of long- and short-term deposits issued by TCB and its subsidiaries are primarily sensitive to any change in TCB's long- and short-term IDRs. Fitch has affirmed these ratings with a Stable Outlook: TCF Financial Corp. -- Long-term IDR at 'BBB-'; -- Viability at 'bbb-'. -- Preferred stock at 'B'; -- Short-term IDR at 'F3'; -- Support Ratings at '5'; -- Support Rating Floor at 'NF'. TCF National Bank -- Long-term IDR at 'BBB-'; -- Viability at 'bbb-'; -- Long-term deposits at 'BBB'; -- Subordinated Debt at 'BB+'; -- Short-term IDR at 'F3'; -- Short-term Deposits at 'F3'; -- Support Ratings at '5'; -- Support Rating Floor at 'NF'. TOWN CENTER FLATS: Voluntary Chapter 11 Case Summary ---------------------------------------------------- Debtor: Town Center Flats, LLC 45343 Market Street Shelby Township, MI 48315 Case No.: 15-41307 Chapter 11 Petition Date: January 31, 2014 Court: United States Bankruptcy Court Eastern District of Michigan (Detroit) Judge: Hon. Walter Shapero Debtor's Counsel: Robert N. Bassel, Esq. ROBERT BASSEL, ATTORNEY P.O. Box T Clinton, MI 49236 Tel: (248) 677-1234 Fax: (248) 369-4749 Email: bbassel@gmail.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Vincent Di Lorenzo, principal. The Debtor did not include a list of its largest unsecured creditors when it filed the petition. TRUMP ENTERTAINMENT: Plan Confirmation Hearing Set for March 12 --------------------------------------------------------------- Judge Kevin Gross of the U.S. Bankruptcy Court for the District of Delaware on Jan. 30, 2015, signed an order approving the disclosure statement explaining Trump Entertainment Resorts, Inc., et al.'s plan of reorganization and scheduled the hearing to consider confirmation of the plan for March 12, 2015, at 9:00 a.m. (prevailing Eastern Time). All ballots must be properly executed, completed and delivered so as to be actually received by no later than Feb. 25, 2015, at 4:00 p.m. (prevailing Eastern Time). Any objection, comment or response to confirmation of the Plan must be submitted on or before March 4. As previously reported by The Troubled Company Reporter, Trump Entertainment filed on Jan. 5, 2015, a third amended plan of reorganization and accompanying disclosure statement to, among other things, provide that holders of General Unsecured Claims will receive Distribution Trust Interests, which will include $1 million in cash and the proceeds, if any, of certain avoidance actions. Under the revised plan, holders of general unsecured claims are estimated to recover 0.47% to 0.43% of their total allowed claim amount. The Amended Plan also includes language reflecting the recently-approved $20 million loan from Carl Icahn. The new $20 million loan extended by Icahn requires that the casino's plan of reorganization must be confirmed by the bankruptcy court by March 13. The loan agreement also requires a Jan. 22 approval of the disclosure statement explaining the plan. A full-text copy of the Disclosure Statement dated Jan. 30, 2015, is available at http://bankrupt.com/misc/TRUMPds0130.pdf About Trump Entertainment Resorts Trump Entertainment Resorts Inc., owner of the Atlantic City Boardwalk casinos that bear the name of Donald Trump, returned to Chapter 11 bankruptcy (Bankr. D. Del. Case No. 14-12103) on Sept. 9, 2014, with plans to shutter its casinos. TER and its affiliated debtors own and operate two casino hotels located in Atlantic City, New Jersey. TER said it will close the Trump Taj Mahal Casino Resort by Sept. 16, 2014, and, absent union concessions, the Trump Plaza Hotel and Casino by Nov. 13, 2014. The Debtors have sought an order authorizing the joint administration of their Chapter 11 cases and the consolidation thereof for procedural purposes only. Judge Kevin Gross presides over the Chapter 11 cases. The Debtors have tapped Young, Conaway, Stargatt & Taylor, LLP, as counsel; Stroock & Stroock & Lavan LLP, as co-counsel; Houlihan Lokey Capital, Inc., as financial advisor; and Prime Clerk LLC, as noticing and claims agent. TER estimated $100 million to $500 million in assets as of the bankruptcy filing. The Debtors as of Sept. 9, 2014, owe $286 million in principal plus accrued but unpaid interest of $6.6 million under a first lien debt issued under their 2010 bankruptcy-exit plan. The Debtors also have trade debt in the amount of $13.5 million. The Official Committee of Unsecured Creditors tapped Gibbons P.C. as its co-counsel, the Law Office of Nathan A. Schultz, P.C., as co-counsel, and PricewaterhouseCoopers LLP as its financial advisor. TS EMPLOYMENT: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: TS Employment, Inc. 160 Broadway, 15th Floor New York, NY 10038 Case No.: 15-10243 Type of Business: The Debtor is a professional employer organization which provides the usual types of payroll-related services performed by a PEO. The only customer of the Debtor is Corporate Resource Services, Inc. Chapter 11 Petition Date: February 2, 2015 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Judge: Hon. Martin Glenn Debtor's Counsel: Scott S. Markowitz, Esq. TARTER KRINSKY & DROGIN LLP 1350 Broadway, 11th Floor New York, NY 10018 Tel: (212) 216-8000 Fax: 212-216-8001 Email: smarkowitz@tarterkrinsky.com Debtor's REALIZATION SERVICES INC. Consultant: Estimated Assets: $100 million to $500 million Estimated Liabilities: $100 million to $500 million The petition was signed by Robert Cassera, president. The Debtor did not include a list of its largest unsecured creditors when it filed the petition. VALEANT PHARMA: Oncology Foray No Impact on Moody's Ba3 CFR ----------------------------------------------------------- Moody's Investors Service commented that the expansion in the oncology market by Valeant Pharmaceuticals International, Inc. is credit positive but has execution risk. There is currently no impact on Valeant's ratings including the Ba3 Corporate Family Rating, Ba1 senior secured rating and B1 senior unsecured rating. "If Valeant steadily expands in oncology with the acquisition of other revenue-generating assets, the implications will be credit positive," stated Michael Levesque, Moody's Senior Vice President. Headquartered in Laval, Quebec, Valeant Pharmaceuticals International, Inc. is a global specialty pharmaceutical company with expertise in branded dermatology, eye health, neuroscience products, branded generics and OTC products. Valeant generated $8.0 billion in revenues during the 12 months ended September 30, 2014. WEBSTER FINANCIAL: Fitch Affirms 'B+' Preferred Stock Rating ------------------------------------------------------------ Fitch Ratings has affirmed Webster Financial Corp.'s (WBS) ratings at 'BBB/F2'. The Rating Outlook remains Stable. The affirmation and stable outlook reflects its solid franchise and operating performance in line with its rating category. The Stable Outlook reflects Fitch's view that WBS' financial profile will remain relatively unchanged over the intermediate term. The rating action follows a periodic review of the mid-tier regional banking group, which includes BOK Financial Corp. (BOKF), Cathay General Bancorp (CATY), East West Bancorp, Inc. (EWBC), First Horizon National Corp. (FHN), First National of Nebraska, Inc. (FNNI), First Republic Bank (FRC), Fulton Financial Corp (FULT), People's United Financial Inc. (PBCT), Synovus Financial Corp. (SNV), TCF Financial Corp. (TCB), Webster Financial Corp. (WBS), Wintrust Financial Corp (WTFC), and UMB Financial Corporation (UMB). Company-specific rating rationales for the other banks are published separately. KEY RATING DRIVERS - IDRS, VRs AND SENIOR DEBT WBS' ratings reflect its solid franchise, which primarily exists in Connecticut. Moreover, WBS has further strengthened its franchise through the 3Q14 announced acquisition of JP Morgan's health savings account (HSA) business in 2014. The HSA business provides a solid source of long-duration deposit funding for the WBS, which will be a benefit to the bank over the long term. WBS' earnings are solid and finished 2014 above the mid-tier median level. Solid earnings are driven by relatively stronger operating leverage than its peers. In addition, WBS's earnings profile is also aided by a relatively higher yielding securities portfolio due to a sizeable CMBS portfolio, which has had strong performance. The portfolio yield is over 84 basis points (bps) higher than the mid-tier group median. Over 25% of WBS' securities portfolio is invested in higher yielding, non-government guaranteed securities. Fitch expects WBS's earnings to remain above the peer median as it net interest margin has been relatively more stable than its peers. WBS' nonperforming assets (NPAs) rank in the top quartile of the mid-tier group at over 2.8% but are largely driven by Webster's conservative approach to trouble debt restructure (TDR) identification. Over 50% of the bank's nonperforming assets are TDRs. As a result, Fitch expects WBS' NPA levels to continue to rank in the top quartile of the mid-tier bank group since TDRs retain their classification for the life of the loan. RATING SENSITIVITIES - IDRS, VRs AND SENIOR DEBT Although not anticipated, WBS' ratings could move lower if the company experiences significant asset quality deterioration in its loan or investment portfolios, which include credit sensitive securities such as CMBS and CLOs. Conversely, if WBS managed its capital levels above 8% with moderate-to-low growth and stable asset quality, positive ratings moment could build. RATING SENSITIVITIES - HOLDING COMPANY Should WBS' holding company begin to exhibit signs of weakness, demonstrate trouble accessing the capital markets, or have inadequate cash flow coverage to meet near-term obligations, there is the potential that Fitch could notch the holding company IDR and VR from the ratings of the operating companies. This is viewed as unlikely though for WBS given the strength of the holding company liquidity profile. KEY RATING DRIVERS - SUPPORT RATING AND SUPPORT RATING FLOOR WBS has a Support Rating of '5' and Support Rating Floor of 'NF'. In Fitch's view, WBS is not systemically important and therefore, the probability of support is unlikely. IDRs and VRs do not incorporate any support. RATING SENSITVITIES - SUPPORT RATING AND SUPPORT RATING FLOOR WBS' Support Rating and Support Rating Floor are sensitive to Fitch's assumption around capacity to procure extraordinary support in case of need. KEY RATING DRIVERS - SUBORDINATED DEBT AND OTHER HYBRID SECURITIES Subordinated debt and other hybrid capital issued by WBS and by various issuing vehicles are all notched down from WBS or its bank subsidiaries' VRs in accordance with Fitch's assessment of each instrument's respective non-performance and relative loss severity risk profiles. RATING SENSITIVITIES - SUBORDINATED DEBT AND OTHER HYBRID SECURITIES The ratings of subordinated debt and other hybrid capital issued by WBS and its subsidiaries are primarily sensitive to any change in WBS' VR. To the extent that one of WBS' subsidiary or affiliated companies is not considered to be a core business, Fitch could also notch the subsidiary's rating from WBS' IDR. KEY RATING DRIVERS - LONG- AND SHORT-TERM DEPOSIT RATINGS WBS' uninsured deposit ratings are rated one notch higher than the company's IDR and senior unsecured debt because U.S. uninsured deposits benefit from depositor preference. U.S. depositor preference gives deposit liabilities superior recovery prospects in the event of default. KEY RATING SENSITIVITIES - LONG- AND SHORT-TERM DEPOSIT RATINGS The ratings of long- and short-term deposits issued by WBS and its subsidiaries are primarily sensitive to any change in WBS' long- and short-term IDRs. Fitch has affirmed these ratings with a Stable Outlook: Webster Financial Corporation -- Long-term IDR at 'BBB'; Outlook Stable; -- Senior unsecured at 'BBB'; -- Viability Rating at 'bbb'; -- Preferred Stock at 'B+'; -- Short-term IDR at 'F2'; -- Support at '5'; -- Support Floor at 'NF'. Webster Bank, NA -- Long-term IDR at 'BBB'; Outlook Stable; -- Long-term deposits at 'BBB+'; -- Viability Rating at 'bbb'; -- Short-term IDR at 'F2'; -- Short-term Deposits at 'F2'; -- Support at '5'; -- Support Floor at 'NF'. WILLIAM HRYNKIW: First Creditors' Meeting on Feb. 9 in Toronto --------------------------------------------------------------- William Thomas Hrynkiw, a resident of the city of Whitby, Ontario, filed for bankruptcy on Jan. 21, 2015, and the first meeting of creditors will be held on Feb. 9, 2015, at 11:00 a.m., at the office of the Trustee at 100 Simcoe Street, Suite 125 in Toronto, Ontario. The Trustee may be reached at: Albert Gelman Inc., Trustee in Bankruptcy 100 Simcoe Street, Suite 125, Toronto, ON M5H 3G2 Website: www.albertgelman.com WILLIAMS COMPANIES: Fitch Affirms BB Rating on Jr. Sub. Debentures ------------------------------------------------------------------ Fitch Ratings has affirmed the ratings for Williams Partners L.P. (WPZ) and its affiliates, Northwest Pipeline LLC (NWP), and Transcontinental Gas Pipe Line Company, LLC (TGPL). Fitch has also affirmed the ratings for Williams Partners Finance Corporation (WPFC) and The Williams Companies, Inc. (WMB). The Rating Outlook is revised to Negative from Stable for all issuers. Approximately $20.9 billion of debt is affected. The Negative Outlook is driven by Fitch's expectations that WPZ's EBITDA will weaken to levels significantly below our previous base case expectations, due to a combination of very high volatility in NGLs pricing and additional delays in bringing the Geismar plant online. Furthermore, spending at the MLP is expected to remain significant even if there are reductions from the current budget. For the LTM ending Sept. 30, 2014, leverage (defined as debt to adjusted EBITDA) was 5.3x, up from 4.4x at the end of 2013. With expectations for reduced EBITDA, Fitch expects year-end 2015 leverage to be in the range of 4.75-5.0x. Given downwardly revised projections for EBITDA and distributable cash flows, Fitch forecasts the distribution coverage ratio may remain below 1.0x at the end of 2015. WPZ's Outlook would be revised to Stable if Fitch forecasts leverage to trend down to 4.5x or lower on a sustained basis. An Outlook revision at WPZ would be reflected at its affiliates. If leverage does not appear to be on a path to fall to 4.5x or lower by year-end 2016, Fitch would consider a one notch downgrade. A downgrade at WPZ would trigger a downgrade for WMB, NWP, TGPL and WPFC. KEY RATING DRIVERS: Increased Scale and Diversity: WPZ and WMB's ratings are supported by the benefits of the Access Midstream Partners (ACMP) acquisition and ongoing organic growth projects which continue to increase the scale and diversity of its operations. WPZ expects the ACMP merger to close on Feb. 2, 2015, and WPZ's ratings already factor in the transaction. Consolidated debt at WPZ will include all outstanding debt of ACMP. WPZ's 2015 EBITDA was previously forecasted to be $5 billion (pro forma for the merger). Approximately 75% of margins were to be generated from fee-based arrangements which translate into $1.25 billion of gross margin with commodity exposure. Fitch sees EBITDA well below prior forecasts. Also, WMB's and WPZ's relative exposure to volatile natural gas liquids (NGL) prices should be lower (on a percentage basis) due to the build-out of fee-based pipeline and midstream facilities in the Marcellus and Utica production. ACMP's midstream operations are 100% fee-based and will further reduce commodity price exposure. However, the volatility of the portion of the business that is exposed to NGLs has been very high over the last few months, and in sympathy with the fall in crude, NGLs have fallen 45% since the end of the third quarter of 2014. Of concern also is the status of the rebuild and expansion of WPZ's Geismar olefins plant. Delays have been ongoing, and it remains unclear when the facility will begin although it is expected soon. Forward Expectations: WPZ's adjusted 2013 debt to EBITDA was approximately 4.0x and previously Fitch targeted 2014 year-end leverage to be fairly unchanged although it was clear that Geismar delays would increase leverage. It is now expected that leverage may be above 5.0x and with lower expectations for EBITDA in 2015, Fitch expects year-end 2015 leverage to be in the range of 4.75-5.0x. Credit measures for both WPZ and WMB should strengthen modestly in 2016 as several large organic projects come on line and the benefits of increased fixed-fee revenues are felt. Favorable Liquidity: As of Sept. 30, 2014, WPZ's liquidity appeared to be sufficient. Cash on the balance sheet was $110 million. WPZ has access to a $2.5 billion revolving credit facility that matures in July 2018 and backstops a $2 billion commercial paper (CP) program. WPZ had no borrowings under the revolver and $265 million of outstanding CP as of Sept. 30, 2014. TGPL and NWP are each co-borrowers under WPZ's revolver for up to $500 million. The revolver financial covenants include a maximum consolidated leverage ratio of 5.0x, or 5.5x during a period following acquisitions of $50 million or more. TGPL and NWP have debt-to-capitalization maximums of 65%. The revolver also includes a change of control clause, limitations on liens, and restrictions on asset sales and mergers. The partnership has near term debt of $750 million of 3.8% notes due Feb. 15, 2015. Beyond that, there are no additional debt maturities until 2017. ACMP has a $1.75 billion revolver due 2018. This partnership does not have any debt maturities until 2021. In conjunction with the merger of the MLPs, a new sizeable revolver is to be established to provide for liquidity needs. WMB's liquidity position is expected to remain strong given its cash resources and minimal refinancing requirements. As of Sept. 30, 2014 the company had $302 million of cash on the balance sheet. WMB has a $1.5 billion unsecured, revolving credit facility that matures in July 2018. The revolver has a maximum debt-to-EBITDA ratio of 4.75x (5.5x following acquisitions of $50 million or more). There are currently no borrowings under the revolver. WMB has no debt maturities until 2019. RATING SENSITIVITIES Positive: Future developments that may, individually or collectively, lead to a positive rating action include: WPZ -- Expectations for leverage (defined as debt to adjusted EBITDA) to return to 4.5x or lower and remain there on a sustained basis to return to a Stable Outlook at the current rating; -- Increased scale and diversity of assets; -- A material reduction in exposure to commodities. WMB, TGPL, NWP and WPFC -- A Stable Outlook or an upgrade at WPZ. Negative: Future developments that may, individually or collectively, lead to a negative rating action include: WPZ -- Increasing commodity risk; -- Extended outages at the Geismar not covered by insurance; -- Weaker credit metrics with sustained leverage above 4.5x. WMB, TGPL, NWP and WPFC -- A downgrade at WPZ. Fitch affirms these ratings with a Negative Outlook: Williams Partners L.P. -- IDR at 'BBB'; -- Senior unsecured debt at 'BBB'; -- Short-term IDR and CP at 'F2'. Williams Partners Finance Corporation -- Senior unsecured debt at 'BBB'. The Williams Companies, Inc. -- IDR at 'BBB-'; -- Senior unsecured debt at 'BBB-'; -- Junior subordinated convertible debentures at 'BB'. Transcontinental Gas Pipe Line Company, LLC -- IDR at 'BBB+'; -- Senior unsecured debt at 'BBB+'. Northwest Pipeline LLC -- IDR at 'BBB+'; -- Senior unsecured debt at 'BBB+'. WILLIAMS PARTNERS: S&P Raises Corp. Credit Rating From 'BB+' ------------------------------------------------------------ Standard & Poor's Ratings Services said it affirmed its 'BBB' corporate credit rating on Williams Partners L.P. (WPZ) and its operating subsidiaries Transcontinental Gas Pipe Line Co. LLC and Northwest Pipeline LLC, and WPZ's short-term rating of 'A-2'. The outlook is stable. At the same time, S&P raised its corporate credit rating on Access Midstream Partners L.P. to 'BBB' from 'BB+', in line with S&P's rating on WPZ, and removed it from CreditWatch where S&P placed it with positive implications on June 16, 2014. The outlook is stable. S&P bases the ratings of the combined partnership on a "strong" business risk profile and "significant" financial risk profile. Key credit strengths include cash flow that is mainly fee-based (about 90%) from the partnership's pipeline assets and its combination with Access Midstream, which will double gathering capacity and increase and diversify WPZ's gathering and processing business across several new shale basins. These benefits are partly offset by higher financial leverage between 4.5x and 4.7x in 2015 and WPZ's master limited partnership structure, which pays out most of its free cash flow (after maintenance-related capital spending) to unitholders and relies on the capital markets to fund large discretionary cash flow deficits. "We believe the partnership's credit profile will benefit from increased scale and geographic diversity due to the merger with Access Midstream," said Standard & Poor's credit analyst Michael Grande. WPZ will enhance its competitive position in emerging shale plays in the Marcellus and Utica regions and extend its reach into new plays such as the Barnett, Haynesville, and Niobrara regions. Access Midstream's cash flow--which we estimate to be about 25% of WPZ's pro forma 2015 EBITDA--is backed by long-term, fee-based contracts, with most structured with minimum-volumes or fees that lock in revenue for a certain period of time and provide a base level of cash flow available for debt service. The stable rating outlook reflects S&P's view that the combined partnership will maintain adequate liquidity, fund its sizable organic spending program in a disciplined manner, and have total debt to EBITDA in the 4.5x area during the next 12 months. S&P expects the partnership's leverage to improve to the low-4x area as EBITDA from its growing joint ventures and various fee-based organic projects is realized. WINTRUST FINANCIAL: Fitch Affirms 'B+' Preferred Stock Rating ------------------------------------------------------------- Fitch Ratings has affirmed Wintrust Financial Corp.'s (WTFC) ratings at 'BBB/F2'. The Rating Outlook remains Stable. The rating action follows a periodic review of the mid-tier regional banking group, which includes BOK Financial Corp. (BOKF), Cathay General Bancorp (CATY), East West Bancorp, Inc. (EWBC), First Horizon National Corp. (FHN), First National of Nebraska, Inc. (FNNI), First Republic Bank (FRC), Fulton Financial Corp (FULT), People's United Financial Inc. (PBCT), Synovus Financial Corp. (SNV), TCF Financial Corp. (TCB), Webster Financial Corp. (WBS), Wintrust Financial Corp (WTFC), and UMB Financial Corporation (UMB). Company-specific rating rationales for the other banks are published separately. KEY RATING DRIVERS - IDRs, VRs AND SENIOR DEBT Today's affirmation reflects Fitch's view that WTFC remains a steady performer from an earnings perspective and that management has maintained its consistent, conservative risk appetite and strategy over recent periods. While asset growth remains fairly robust relative to peers due to the continued strategy of buying small community banks, Fitch observes that the company has maintained adequate capital ratios and has successfully integrated acquisitions, as it has done in the past. The Stable Outlook reflects Fitch's expectation that asset growth will continue to be supported by capital retention, and asset quality will remain strong relative to peers. Fitch recognizes WTFC's relatively strong asset quality compared to similarly rated peers and believes it is a reflection of management's credit risk management philosophy. Nonperforming assets (NPAs) as a portion of loans and real estate owned (REO) have continued a downward march, dropping from 1.72% at fourth quarter 2013 (4Q'13) to 1.29% at 4Q'14. This level compares favorably to similarly rated peers. Fitch notes that the decrease has been accomplished with relatively little credit loss, at just 20 basis points (bps) for the entire year of 2014. Fitch also views the company's premium finance loan book as generally positive given its size relative to the overall loan portfolio and the low credit losses generated out of it. Annualized normal net charge-offs (NCOs) related to WTFC's property and casualty (P&C) premium finance portfolio have averaged well-under 20bps over the last 15 quarters while the life insurance premium finance book has generated just 1bp of NCOs over the same time period, on average. These two portfolios continue to account for nearly one-third of WTFC's loan book. Fitch believes that WTFC is constrained at its current rating given its tepid earnings performance relative to higher rated peers. The company's 2014 return on assets (ROA) of 81bps is lower than similarly and higher rated institutions. However, Fitch views WTFC's performance in the context of its lower overall risk profile and observes that earnings are adequate to generate capital that supports asset growth. Fitch expects earnings to continue to lag given its relatively higher cost structure and higher reliance on certificates of deposits (CDs) compared to peers. This expectation is incorporated into today's affirmation and the Stable Outlook. Further constraining the company's ratings is its geographic concentration within its loan book. The vast majority of WTFC's core loan book (excluding premium finance loans) is located in the state of Illinois with much of it in the greater Chicagoland area. In general, Fitch views the Chicago market as densely populated by banks and economically challenged which could result in prolonged periods of tepid earnings and elevated nonperforming assets (NPAs) relative to historical levels. Fitch recognizes that WTFC has attempted to diversify its reliance on Chicago through acquisitions of a pair of community banks in southeastern Wisconsin and through the continued build-out of its mortgage banking operation. Still, the rating action incorporates Fitch's view that the company will remain concentrated in and around the Chicagoland area due to its strategy and business model. With a TCE ratio of 7.8% as of 4Q'14, capital is considered adequate relative to others in WTFC's peer group and relative to its overall risk profile. Regulatory capital ratios are also considered ample. Fitch notes that WTFC's rating not only reflects its ability to maintain an adequate capital base through the cycle, but its ability to maintain capital even with strong asset growth and its demonstrated ability to raise capital in the private and public markets. This was once again evidenced in mid-2014 when the company successfully executed a $140 million subordinated debt offering at reasonable market terms. RATING SENSITIVITIES - IDRS, VRs AND SENIOR DEBT Negative trends in earnings or a reversal in current asset quality trends (particularly in the premium finance book) leading to earnings and capital deterioration could prompt negative rating action. Furthermore, if growth (either through acquisition or organic) were to exceed Fitch's comfort level, and capital levels fell materially below their current levels, the rating or Outlook could be adversely impacted. Fitch views WTFC's ratings as solidly placed at 'BBB'. However, if earnings performance were to improve to more in line with higher rated peers while management maintained its solid, conservative risk management practices and AQ trends maintained their positive course, Fitch could take positive rating action over the long term. KEY RATING DRIVERS - HOLDING COMPANY WTFC's IDR and VR are equalized with its operating subsidiaries (listed below), reflecting its role as the bank holding company, which is mandated in the U.S. to act as a source of strength for its bank subsidiaries. RATING SENSITIVITIES - HOLDING COMPANY Should WTFC's holding company begin to exhibit signs of weakness, demonstrate trouble accessing the capital markets, or have inadequate cash flow coverage to meet near-term obligations, there is the potential that Fitch could notch the holding company IDR and VR from the ratings of the operating companies. This is viewed as unlikely, though, for WTFC given the strength of the holding company liquidity profile. KEY RATING DRIVERS - SUPPORT RATING AND SUPPORT RATING FLOOR WTFC has a Support Rating of '5' and Support Rating Floor of 'NF'. In Fitch's view, WTFC is not systemically important and therefore, the probability of support is unlikely. IDRs and VRs do not incorporate any support. RATING SENSITVITIES - SUPPORT RATING AND SUPPORT RATING FLOOR WTFC's Support Rating and Support Rating Floor are sensitive to Fitch's assumption around capacity to procure extraordinary support in case of need. KEY RATING DRIVERS - SUBORDINATED DEBT AND OTHER HYBRID SECURITIES Subordinated debt and other hybrid capital issued by WTFC and by various issuing vehicles are all notched down from WTFC or its bank subsidiaries' VRs in accordance with Fitch's assessment of each instrument's respective non-performance and relative loss severity risk profiles. RATING SENSITIVITIES - SUBORDINATED DEBT AND OTHER HYBRID SECURITIES The ratings of subordinated debt and other hybrid capital issued by WTFC and its subsidiaries are primarily sensitive to any change in WTFC's VR. KEY RATING DRIVERS - LONG- AND SHORT-TERM DEPOSIT RATINGS WTFC's uninsured deposit ratings are rated one notch higher than the company's IDR and senior unsecured debt because U.S. uninsured deposits benefit from depositor preference. U.S. depositor preference gives deposit liabilities superior recovery prospects in the event of default. KEY RATING SENSITIVITIES - LONG- AND SHORT-TERM DEPOSIT RATINGS The ratings of long- and short-term deposits issued by WTFC and its subsidiaries are primarily sensitive to any change in WTFC's long- and short-term IDRs. Fitch has affirmed these ratings with a Stable Outlook: Wintrust Financial Corporation -- Long-Term IDR at 'BBB'; -- Short-Term IDR at 'F2'; -- Viability Rating at 'bbb'; -- Subordinated Debt at 'BBB-'; -- Preferred Stock at 'B+'; -- Support at '5'; -- Support Rating Floor at 'NF'. Lake Forest Bank and Trust Company -- Long-Term IDR at 'BBB'; -- Short-Term IDR at 'F2'; -- Viability Rating at 'bbb'; -- Long-Term Deposits at 'BBB+'; -- Short-Term Deposits at 'F2'; -- Support at '5'; -- Support Rating at 'NF'. Hinsdale Bank and Trust Company -- Long-Term IDR at 'BBB'; -- Short-Term IDR at 'F2'; -- Viability Rating at 'bbb'; -- Long-Term Deposits at 'BBB+'; -- Short-Term Deposits at 'F2'; -- Support at '5'; -- Support Rating Floor at 'NF'. Wintrust Bank -- Long-Term IDR at 'BBB'; -- Short-Term IDR at 'F2'; -- Viability Rating at 'bbb'; -- Long-Term Deposits at 'BBB+'; -- Short-Term Deposits at 'F2'; -- Support at '5'; -- Support Rating Floor at 'NF'. Libertyville Bank and Trust Company -- Long-Term IDR at 'BBB'; -- Short-Term IDR at 'F2'; -- Viability Rating at 'bbb'; -- Long-Term Deposits at 'BBB+'; -- Short-Term Deposits at 'F2'; -- Support at '5'; -- Support Rating Floor at 'NF'. Barrington Bank and Trust Company, NA Long-Term IDR at 'BBB'; Short-Term IDR at 'F2'; Viability Rating at 'bbb'; Long-Term Deposits at 'BBB+'; Short-Term Deposits at 'F2'; Support at '5'; Support Rating Floor at 'NF'. Crystal Lake Bank and Trust Company, NA -- Long-Term IDR at 'BBB'; -- Short-Term IDR at 'F2'; -- Viability Rating at 'bbb'; -- Long-Term Deposits at 'BBB+'; -- Short-Term Deposits at 'F2'; -- Support at '5'; -- Support Rating Floor at 'NF'. Northbrook Bank and Trust Company -- Long-Term IDR at 'BBB'; Short-Term IDR at 'F2'; -- Viability Rating at 'bbb'; -- Long-Term Deposits at 'BBB+'; -- Short-Term Deposits at 'F2'; -- Support at '5'; -- Support Rating Floor at 'NF'. Schaumburg Bank and Trust Company, NA -- Long-Term IDR at 'BBB'; -- Short-Term IDR at 'F2'; -- Viability Rating at 'bbb'; -- Long-Term Deposits at 'BBB+'; -- Short-Term Deposits at 'F2'; -- Support at '5'; -- Support Rating Floor at 'NF'. Village Bank and Trust -- Long-Term IDR at 'BBB'; -- Short-Term IDR at 'F2'; -- Viability Rating at 'bbb'; -- Long-Term Deposits at 'BBB+'; -- Short-Term Deposits at 'F2'; -- Support at '5'; -- Support Rating Floor at 'NF'. Beverly Bank and Trust Company, NA -- Long-Term IDR at 'BBB'; -- Short-Term IDR at 'F2'; -- Viability Rating at 'bbb'; -- Long-Term Deposits at 'BBB+'; -- Short-Term Deposits at 'F2'; -- Support at '5'; -- Support Rating Floor at 'NF'. Town Bank -- Long-Term IDR at 'BBB'; -- Short-Term IDR at 'F2'; -- Viability Rating at 'bbb'; -- Long-Term Deposits at 'BBB+'; -- Short-Term Deposits at 'F2'; -- Support at '5'; -- Support Rating Floor at 'NF'. Wheaton Bank and Trust -- Long-Term IDR at 'BBB'; -- Short-Term IDR at 'F2'; -- Viability Rating at 'bbb'; -- Long-Term Deposits at 'BBB+'; -- Short-Term Deposits at 'F2'; -- Support at '5'; -- Support Rating Floor at 'NF'. State Bank of the Lakes -- Long-Term IDR at 'BBB'; -- Short-Term IDR at 'F2'; -- Viability Rating at 'bbb'; -- Long-Term Deposits at 'BBB+'; -- Short-Term Deposits at 'F2'; -- Support at '5'; -- Support Rating Floor at 'NF'. Old Plank Trail Community Bank, NA -- Long-Term IDR at 'BBB'; -- Short-Term IDR at 'F2'; -- Viability Rating at 'bbb'; -- Long-Term Deposits at 'BBB+'; -- Short-Term Deposits at 'F2'; -- Support at '5'; -- Support Rating Floor at 'NF'. St. Charles Bank and Trust Company -- Long-Term IDR at 'BBB'; -- Short-Term IDR at 'F2'; -- Viability Rating at 'bbb'; -- Long-Term Deposits at 'BBB+'; -- Short-Term Deposits at 'F2'; -- Support at '5'; -- Support Rating Floor at 'NF'. WOLF COUSINS: Case Summary & 6 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Wolf Cousins, LLC fdba Wolf Properties, LLC 6005 W. 157th St. Oak Forest, IL 60452 Case No.: 15-03122 Nature of Business: Single Asset Real Estate Chapter 11 Petition Date: January 30, 2015 Court: United States Bankruptcy Court Northern District of Illinois (Chicago) Judge: Hon. Jacqueline P. Cox Debtor's Counsel: Robert R Benjamin, Esq. GOLAN & CHRISTIE, LLP 70 West Madison Street, Suite 1500 Chicago, IL 60602 Tel: 312-263-2300 Fax: 312-263-0939 Email: rrbenjamin@golanchristie.com Total Assets: $863,258 Total Liabilities: $1.63 million The petition was signed by Ghassan Abdallah, member. A list of the Debtor's six largest unsecured creditors is available for free at http://bankrupt.com/misc/ilnb15-03122.pdf YARWAY CORP: Plan Confirmation Hearing Set for April 8 ------------------------------------------------------ Judge Brendan Linehan Shannon of the U.S. Bankruptcy Court for the District of Delaware on Jan. 27, 2015, approved the disclosure statement explaining the plan of reorganization co-sponsored by Yarway Corp. and its indirect parent Tyco International Plc and scheduled the confirmation hearing to be held on April 8, 2015, at 10:00 a.m. (Eastern Time). The voting deadline will be March 20, 2015. Objections or responses, if any, to confirmation of the Plan must be filed and served on or before March 20. Replies of the Plan Proponents, the Asbestos Claimants Committee and the Future Claimants' Representative, and any other replies by parties-in-interest to objections to confirmation of the Plan must be filed and served on or before April 2. As previously reported by The Troubled Company Reporter, the centerpiece of the Plan is the establishment of a trust under Section 524(g) of the Bankruptcy Code that will channel all current asbestos-related claims and future asbestos-related demands to the Asbestos Personal Injury Trust. The scope of the injunction will, among other things, cover all current and future asbestos-related personal injury and wrongful death claims, demands and causes of action based in whole or in part on actual or alleged conduct or products of Yarway or Gimpel Corporation. The Asbestos Personal Injury Trust will be funded primarily with $325 million in cash contributed by Yarway and by Tyco on behalf of themselves and certain other Protected Parties pursuant to the Settlement, and with 100% of Reorganized Yarway's equity. A full-text copy of the Disclosure Statement dated Jan. 28, 2015, is available at http://bankrupt.com/misc/YARWAYds0128.pdf About Yarway Corporation Yarway Corporation sought Chapter 11 protection (Bankr. D. Del. Case No. 13-11025) on April 22, 2013, to deal with claims arising from asbestos containing products it allegedly sold as early as the 1920s. Yarway was founded in 1908 by Robert Yarnall and Bernard Waring as the Simplex Engineering Company and originally manufactured pipe clamps, steam traps, valves and controls. Based in Pennsylvania, Yarway was a privately-owned company until 1986 when KeyStone International, Inc. bought equity in the company. Yarway became a unit of Tyco International Ltd. when Tyco purchased KeyStone in 1997. Yarway's asbestos-related liabilities derive from Yarway's (i) purported use of asbestos-containing gaskets and packing, manufactured by others, in its production of steam valves and traps from the 1920s to 1970s, and (ii) alleged manufacture of expansion joint packing that was allegedly made up of a compound of Teflon and asbestos from the 1940s to the 1970s. Over the past five years, about 10,021 new asbestos claims have been asserted against Yarway, including 1,014 in Yarway's 2013 fiscal year ending March 31, 2013. The Debtor estimated assets and debts in excess of $100 million as of the Chapter 11 filing. Attorneys at Cole, Schotz P.C. and Sidley Austin LLP serve as the Debtor's counsel in the Chapter 11 case. Logan and Co. is the claims and notice agent. On May 6, 2013, the U.S. Trustee for Region 3, appointed an official committee of asbestos personal injury claimants. The Committee tapped Elihu Inselbuch, Esq. at Caplin & Drysdale, Chartered, as lead bankruptcy counsel. [*] Crude Price Collapse Will Cause Few Chapter 11s, Moody's Says ----------------------------------------------------------------- Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, citing Moody's Investors Service, reported that the collapse in the price of oil won't mean full employment for bankruptcy professionals as Moody's said the default risk for energy companies hasn't "deteriorated significantly." Nonetheless, Moody's predicts liquidity will weaken and there will be an increase in distressed exchanges among energy companies, the Bloomberg report said. Bloomberg noted that bankruptcy professionals missed out on most of the 24 defaults in 2014 among issuers rated by Moody's, because only nine were bankruptcies, while 11 were distressed exchanges. [*] Donald Steckroth to Join Cole Schot'z Bankruptcy Practice ------------------------------------------------------------- Cole Schotz P.C. on Feb. 2 disclosed that retiring U.S. Bankruptcy Judge Donald H. Steckroth is joining the firm as member, effective March 1. Judge Steckroth, who retired as U.S. Bankruptcy Judge for the District of New Jersey on February 1, will be based in Cole Schotz's New York and New Jersey offices. During his 14-year tenure, Judge Steckroth presided over bankruptcy proceedings and related litigation that have drawn national attention across many industries. In the past year alone he presided over some of the largest Chapter 11 proceedings in the metropolitan area in the areas of healthcare, retail, real estate, chemical, medical equipment and insurance industries. "Judge Steckroth was the quintessential bankruptcy judge who dispensed justice fairly before all that appeared before him. His superior intellect, even temperament and respect for attorneys added luster to the United States Bankruptcy Court and federal court system," said Michael D. Sirota, co-managing shareholder of the firm and co-chair of the firm's Bankruptcy & Corporate Restructuring group. "We are honored that Judge Steckroth elected to join our firm which will allow our attorneys and clients to benefit from his exceptional experience and unparalleled knowledge." Judge Steckroth joins Cole Schotz's Bankruptcy & Corporate Restructuring practice, bolstering the already robust team. The nationally renowned, full-service group delivers innovative strategies and winning solutions for complex in and out-of-court corporate restructurings, state and federal insolvency proceedings and high stakes bankruptcy litigation. "Cole Schotz has earned a reputation for professionalism, technical prowess and efficiency in the bankruptcy field both inside and outside the courtroom," said Judge Steckroth. "I look forward to beginning the next chapter of my career in the company of attorneys who set the bar in the practice of bankruptcy law." Prior to his appointment to the bench, Judge Steckroth was an attorney at Gibbons P.C. for 28 years. He graduated cum laude from Seton Hall University School of Law. About Cole Schotz Cole Schotz serves clients nationally throughout the United States with offices in New York, New Jersey, Delaware, Maryland and Texas. The firm represents hundreds of closely-held businesses and individuals -- many for decades -- as well as Fortune 500 companies. Founded in 1928, the firm has grown to over 120 attorneys who work in eleven primary areas of practice: Bankruptcy & Corporate Restructuring; Construction Services; Corporate, Finance & Business Transactions; Employment Law; Environmental Law; Intellectual Property, Litigation; Real Estate; Real Estate Special Opportunities Group; Tax, Trusts & Estates and White Collar Defense & Investigations. [*] Justice Dept. Probing Moody's over Mortgage Deal Ratings ------------------------------------------------------------ Timothy W. Martin, writing for The Wall Street Journal, reported that the U.S. Department of Justice has turned its attention to Moody's Investor Service for issuing rosy grades on mortgage deals in the buildup to the financial crisis. According to the Journal, citing people familiar with the situation, with its case against Standard & Poor's Ratings Services nearing the finish, Justice Department officials in recent months have quietly met with multiple former executives of Moody's to discuss ratings of complex securities before the crisis. [^] Large Companies With Insolvent Balance Sheet ------------------------------------------------ Total Share- Total Total Holders' Working Assets Equity Capital Company Ticker ($MM) ($MM) ($MM) ------- ------ ------ -------- ------- ABSOLUTE SOFTWRE OU1 GR 138.4 (12.0) 2.2 ABSOLUTE SOFTWRE ALSWF US 138.4 (12.0) 2.2 ABSOLUTE SOFTWRE ABT CN 138.4 (12.0) 2.2 AC SIMMONDS & SO ACSX US 1.4 (0.4) (1.5) ACCRETIVE HEALTH 6HL GR 510.0 (85.6) (17.7) ACCRETIVE HEALTH ACHI US 510.0 (85.6) (17.7) ADVANCED EMISSIO ADES US 106.4 (46.1) (15.3) ADVANCED EMISSIO OXQ1 GR 106.4 (46.1) (15.3) ADVENT SOFTWARE ADVS US 432.9 (76.3) (106.9) ADVENT SOFTWARE AXQ GR 432.9 (76.3) (106.9) AGILE THERAPEUTI AGRX US 60.9 42.4 39.8 AIR CANADA ACDVF US 10,545.0 (1,400.0) 164.0 AIR CANADA ACEUR EU 10,545.0 (1,400.0) 164.0 AIR CANADA ADH2 GR 10,545.0 (1,400.0) 164.0 AIR CANADA ADH2 TH 10,545.0 (1,400.0) 164.0 AIR CANADA AC CN 10,545.0 (1,400.0) 164.0 AK STEEL HLDG AKS US 4,858.5 (77.0) 900.5 AK STEEL HLDG AK2 GR 4,858.5 (77.0) 900.5 AK STEEL HLDG AK2 TH 4,858.5 (77.0) 900.5 AK STEEL HLDG AKS* MM 4,858.5 (77.0) 900.5 ALLIANCE HEALTHC AIQ US 473.5 (127.3) 62.8 AMC NETWORKS-A 9AC GR 3,663.3 (388.0) 659.4 AMC NETWORKS-A AMCX US 3,663.3 (388.0) 659.4 AMC NETWORKS-A AMCX* MM 3,663.3 (388.0) 659.4 AMER RESTAUR-LP ICTPU US 33.5 (4.0) (6.2) AMYLIN PHARMACEU AMLN US 1,998.7 (42.4) 263.0 ANGIE'S LIST INC 8AL GR 161.0 (39.4) (22.7) ANGIE'S LIST INC 8AL TH 161.0 (39.4) (22.7) ANGIE'S LIST INC ANGI US 161.0 (39.4) (22.7) ARRAY BIOPHARMA AR2 TH 135.3 (37.6) 66.2 ARRAY BIOPHARMA AR2 GR 135.3 (37.6) 66.2 ARRAY BIOPHARMA ARRY US 135.3 (37.6) 66.2 ASHFORD INC AINC US 2.3 (5.8) - AUTOZONE INC AZ5 GR 7,717.1 (1,662.8) (1,383.4) AUTOZONE INC AZOEUR EU 7,717.1 (1,662.8) (1,383.4) AUTOZONE INC AZ5 TH 7,717.1 (1,662.8) (1,383.4) AUTOZONE INC AZO US 7,717.1 (1,662.8) (1,383.4) AUTOZONE INC AZ5 QT 7,717.1 (1,662.8) (1,383.4) AVALANCHE BIOTEC AAVL US 167.2 155.7 161.9 AVALANCHE BIOTEC AVU GR 167.2 155.7 161.9 AVID TECHNOLOGY AVID US 197.2 (341.2) (173.2) AXIM BIOTECHNOLO AXIM US 1.1 (0.2) (0.2) BENEFITFOCUS INC BTF GR 131.7 (31.2) 34.2 BENEFITFOCUS INC BNFT US 131.7 (31.2) 34.2 BERRY PLASTICS G BERY US 5,176.0 (93.0) 716.0 BERRY PLASTICS G BP0 GR 5,176.0 (93.0) 716.0 BRP INC/CA-SUB V B15A GR 2,115.5 (9.5) 184.7 BRP INC/CA-SUB V DOO CN 2,115.5 (9.5) 184.7 BRP INC/CA-SUB V BRPIF US 2,115.5 (9.5) 184.7 BURLINGTON STORE BUI GR 2,796.9 (167.9) 77.6 BURLINGTON STORE BURL US 2,796.9 (167.9) 77.6 CABLEVISION SY-A CVY GR 6,563.7 (5,068.0) 158.9 CABLEVISION SY-A CVC US 6,563.7 (5,068.0) 158.9 CABLEVISION-W/I CVC-W US 6,563.7 (5,068.0) 158.9 CABLEVISION-W/I 8441293Q US 6,563.7 (5,068.0) 158.9 CADIZ INC CDZI US 56.0 (49.7) 3.0 CAESARS ENTERTAI CZR US 24,491.5 (3,714.4) 1,363.3 CAESARS ENTERTAI C08 GR 24,491.5 (3,714.4) 1,363.3 CAPMARK FINANCIA CPMK US 20,085.1 (933.1) - CASELLA WASTE CWST US 661.8 (6.7) (0.5) CENTENNIAL COMM CYCL US 1,480.9 (925.9) (52.1) CHOICE HOTELS CZH GR 664.2 (397.0) 206.0 CHOICE HOTELS CHH US 664.2 (397.0) 206.0 CIENA CORP CIE1 QT 2,072.6 (69.6) 912.1 CIENA CORP CIEN TE 2,072.6 (69.6) 912.1 CIENA CORP CIE1 GR 2,072.6 (69.6) 912.1 CIENA CORP CIE1 TH 2,072.6 (69.6) 912.1 CIENA CORP CIEN US 2,072.6 (69.6) 912.1 CIVITAS SOLUTION 1CI GR 1,031.5 (62.0) 66.1 CIVITAS SOLUTION CIVI US 1,031.5 (62.0) 66.1 CLEAR CHANNEL-A CCO US 6,383.9 (132.6) 376.9 CLEAR CHANNEL-A C7C GR 6,383.9 (132.6) 376.9 CLIFFS NATURAL R CLF US 4,811.2 (177.3) 242.3 CLIFFS NATURAL R CVA TH 4,811.2 (177.3) 242.3 CLIFFS NATURAL R CVA GR 4,811.2 (177.3) 242.3 CLIFFS NATURAL R CLF* MM 4,811.2 (177.3) 242.3 COMVERSE INC CNSI US 649.6 (2.8) 4.3 COMVERSE INC CM1 GR 649.6 (2.8) 4.3 CONNECTURE INC 2U7 GR 85.8 (67.7) (55.8) CONNECTURE INC CNXR US 85.8 (67.7) (55.8) CORINDUS VASCULA CVRS US 0.0 (0.0) (0.0) CVSL INC CVSL US 66.0 (4.7) 2.8 DIPLOMAT PHARMAC 7DP TH 322.7 6.6 (39.9) DIPLOMAT PHARMAC DPLO US 322.7 6.6 (39.9) DIPLOMAT PHARMAC 7DP GR 322.7 6.6 (39.9) DIRECTV DIG1 GR 22,594.0 (5,557.0) 43.0 DIRECTV DTV US 22,594.0 (5,557.0) 43.0 DIRECTV DTV CI 22,594.0 (5,557.0) 43.0 DIRECTV DTV SW 22,594.0 (5,557.0) 43.0 DIRECTV DTVEUR EU 22,594.0 (5,557.0) 43.0 DOMINO'S PIZZA DPZ US 510.9 (1,281.7) 112.9 DOMINO'S PIZZA EZV TH 510.9 (1,281.7) 112.9 DOMINO'S PIZZA EZV GR 510.9 (1,281.7) 112.9 DUN & BRADSTREET DNB US 1,789.2 (1,083.4) (0.3) DUN & BRADSTREET DB5 GR 1,789.2 (1,083.4) (0.3) DURATA THERAPEUT DRTX US 82.1 (16.1) 11.7 DURATA THERAPEUT DRTXEUR EU 82.1 (16.1) 11.7 DURATA THERAPEUT DTA GR 82.1 (16.1) 11.7 EDGEN GROUP INC EDG US 883.8 (0.8) 409.2 EMPIRE RESORTS I NYNY US 42.4 (14.3) (9.9) EMPIRE RESORTS I LHC1 GR 42.4 (14.3) (9.9) ENTELLUS MEDICAL ENTL US 14.0 (8.0) 4.8 EOS PETRO INC EOPT US 1.3 (28.4) (29.5) EXTENDICARE INC EXETF US 1,885.0 (7.2) 77.0 EXTENDICARE INC EXE CN 1,885.0 (7.2) 77.0 FAIRPOINT COMMUN FRP US 1,488.5 (395.7) 9.4 FAIRPOINT COMMUN FONN GR 1,488.5 (395.7) 9.4 FAIRWAY GROUP HO FWM US 371.8 (8.6) 19.9 FAIRWAY GROUP HO FGWA GR 371.8 (8.6) 19.9 FERRELLGAS-LP FGP US 1,680.4 (138.8) (37.1) FERRELLGAS-LP FEG GR 1,680.4 (138.8) (37.1) FMSA HOLDINGS IN FMSA US 1,447.5 (21.7) 271.3 FMSA HOLDINGS IN FMSAEUR EU 1,447.5 (21.7) 271.3 FMSA HOLDINGS IN FM1 GR 1,447.5 (21.7) 271.3 FREESCALE SEMICO 1FS TH 3,275.0 (3,581.0) 1,324.0 FREESCALE SEMICO 1FS GR 3,275.0 (3,581.0) 1,324.0 FREESCALE SEMICO FSL US 3,275.0 (3,581.0) 1,324.0 FRESHPET INC FRPT US 75.3 (43.5) 0.4 FRESHPET INC 7FP GR 75.3 (43.5) 0.4 FRESHPET INC FRPTEUR EU 75.3 (43.5) 0.4 GAMING AND LEISU GLPI US 2,595.4 (77.9) (44.2) GAMING AND LEISU 2GL GR 2,595.4 (77.9) (44.2) GARDA WRLD -CL A GW CN 1,356.8 (243.8) 57.4 GENCORP INC GY US 1,921.6 (170.9) 99.2 GENCORP INC GCY GR 1,921.6 (170.9) 99.2 GENTIVA HEALTH GHT GR 1,225.2 (285.2) 130.0 GENTIVA HEALTH GTIV US 1,225.2 (285.2) 130.0 GLG PARTNERS INC GLG US 400.0 (285.6) 156.9 GLG PARTNERS-UTS GLG/U US 400.0 (285.6) 156.9 GOLD RESERVE INC GRZ CN 28.0 (10.5) 4.9 GOLD RESERVE INC GDRZF US 28.0 (10.5) 4.9 GRAHAM PACKAGING GRM US 2,947.5 (520.8) 298.5 GYMBOREE CORP/TH GYMB US 1,284.0 (321.3) 39.5 HCA HOLDINGS INC 2BH GR 29,825.0 (6,018.0) 2,895.0 HCA HOLDINGS INC 2BH TH 29,825.0 (6,018.0) 2,895.0 HCA HOLDINGS INC HCA US 29,825.0 (6,018.0) 2,895.0 HD SUPPLY HOLDIN 5HD GR 6,523.0 (657.0) 1,396.0 HD SUPPLY HOLDIN HDS US 6,523.0 (657.0) 1,396.0 HERBALIFE LTD HLF US 2,364.5 (420.6) 508.8 HERBALIFE LTD HLFEUR EU 2,364.5 (420.6) 508.8 HERBALIFE LTD HOO GR 2,364.5 (420.6) 508.8 HOVNANIAN ENT-A HOV US 2,289.9 (117.8) 1,403.7 HOVNANIAN ENT-B HOVVB US 2,289.9 (117.8) 1,403.7 HOVNANIAN-A-WI HOV-W US 2,289.9 (117.8) 1,403.7 HUBSPOT INC 096 GR 58.9 (13.7) (17.9) HUBSPOT INC HUBS US 58.9 (13.7) (17.9) HUGHES TELEMATIC HUTCU US 110.2 (101.6) (113.8) IHEARTMEDIA INC IHRT US 14,306.0 (9,506.2) 1,003.2 INCYTE CORP INCY US 785.3 (89.6) 538.0 INCYTE CORP ICY GR 785.3 (89.6) 538.0 INCYTE CORP ICY TH 785.3 (89.6) 538.0 INFOR US INC LWSN US 6,778.1 (460.0) (305.9) INTERCORE INC ICOR US 2.8 (4.0) (6.3) IPCS INC IPCS US 559.2 (33.0) 72.1 ISTA PHARMACEUTI ISTA US 124.7 (64.8) 2.2 JUST ENERGY GROU JE US 1,570.4 (311.6) 159.7 JUST ENERGY GROU 1JE GR 1,570.4 (311.6) 159.7 JUST ENERGY GROU JE CN 1,570.4 (311.6) 159.7 L BRANDS INC LTD GR 7,149.0 (433.0) 1,050.0 L BRANDS INC LBEUR EU 7,149.0 (433.0) 1,050.0 L BRANDS INC LTD TH 7,149.0 (433.0) 1,050.0 L BRANDS INC LB US 7,149.0 (433.0) 1,050.0 LEAP WIRELESS LWI GR 4,662.9 (125.1) 346.9 LEAP WIRELESS LWI TH 4,662.9 (125.1) 346.9 LEAP WIRELESS LEAP US 4,662.9 (125.1) 346.9 LORILLARD INC LO US 3,275.0 (2,155.0) 918.0 LORILLARD INC LLV GR 3,275.0 (2,155.0) 918.0 LORILLARD INC LLV TH 3,275.0 (2,155.0) 918.0 MANNKIND CORP MNKD US 386.8 (40.7) (100.3) MANNKIND CORP NNF1 GR 386.8 (40.7) (100.3) MANNKIND CORP NNF1 TH 386.8 (40.7) (100.3) MARRIOTT INTL-A MAQ GR 6,847.0 (1,842.0) (1,186.0) MARRIOTT INTL-A MAQ TH 6,847.0 (1,842.0) (1,186.0) MARRIOTT INTL-A MAR US 6,847.0 (1,842.0) (1,186.0) MDC COMM-W/I MDZ/W CN 1,707.3 (86.7) (256.5) MDC PARTNERS-A MDZ/A CN 1,707.3 (86.7) (256.5) MDC PARTNERS-A MD7A GR 1,707.3 (86.7) (256.5) MDC PARTNERS-A MDCA US 1,707.3 (86.7) (256.5) MDC PARTNERS-EXC MDZ/N CN 1,707.3 (86.7) (256.5) MERITOR INC AID1 GR 2,346.0 (576.0) 268.0 MERITOR INC MTOR US 2,346.0 (576.0) 268.0 MERRIMACK PHARMA MACK US 188.6 (99.9) 40.9 MERRIMACK PHARMA MP6 GR 188.6 (99.9) 40.9 MICHAELS COS INC MIK US 2,030.0 (2,269.0) 409.0 MICHAELS COS INC MIM GR 2,030.0 (2,269.0) 409.0 MONEYGRAM INTERN MGI US 4,600.2 (157.2) 87.1 MORGANS HOTEL GR MHGC US 632.3 (221.3) 89.3 MORGANS HOTEL GR M1U GR 632.3 (221.3) 89.3 MOXIAN CHINA INC MOXC US 4.9 (1.2) (4.0) MPG OFFICE TRUST 1052394D US 1,280.0 (437.3) - NATIONAL CINEMED XWM GR 993.6 (200.2) 51.8 NATIONAL CINEMED NCMI US 993.6 (200.2) 51.8 NAVISTAR INTL IHR GR 7,443.0 (4,618.0) 782.0 NAVISTAR INTL NAV US 7,443.0 (4,618.0) 782.0 NAVISTAR INTL IHR TH 7,443.0 (4,618.0) 782.0 NEFF CORP-CL A NEFF US 612.1 (343.7) (1.5) NEW ENG RLTY-LP NEN US 178.9 (25.9) - NORTHWEST BIO NWBO US 29.4 (31.2) (41.7) NORTHWEST BIO NBYA GR 29.4 (31.2) (41.7) OMEROS CORP 3O8 GR 25.3 (26.6) 9.0 OMEROS CORP OMER US 25.3 (26.6) 9.0 OMTHERA PHARMACE OMTH US 18.3 (8.5) (12.0) PALM INC PALM US 1,007.2 (6.2) 141.7 PATRIOT NATIONAL PN US 137.0 (38.7) (25.7) PBF LOGISTICS LP 11P GR 360.0 (47.3) 15.6 PBF LOGISTICS LP PBFX US 360.0 (47.3) 15.6 PHILIP MORRIS IN PM FP 35,401.0 (8,677.0) (356.0) PHILIP MORRIS IN 4I1 TH 35,401.0 (8,677.0) (356.0) PHILIP MORRIS IN 4I1 GR 35,401.0 (8,677.0) (356.0) PHILIP MORRIS IN PM1EUR EU 35,401.0 (8,677.0) (356.0) PHILIP MORRIS IN PM1CHF EU 35,401.0 (8,677.0) (356.0) PHILIP MORRIS IN PM1 TE 35,401.0 (8,677.0) (356.0) PHILIP MORRIS IN PM US 35,401.0 (8,677.0) (356.0) PHILIP MORRIS IN 4I1 QT 35,401.0 (8,677.0) (356.0) PHILIP MORRIS IN PMI SW 35,401.0 (8,677.0) (356.0) PLAYBOY ENTERP-A PLA/A US 165.8 (54.4) (16.9) PLAYBOY ENTERP-B PLA US 165.8 (54.4) (16.9) PLY GEM HOLDINGS PGEM US 1,304.9 (73.5) 238.9 PLY GEM HOLDINGS PG6 GR 1,304.9 (73.5) 238.9 PROTALEX INC PRTX US 0.8 (10.3) (0.0) PROTECTION ONE PONE US 562.9 (61.8) (7.6) PROTEON THERAPEU PRTO US 24.2 9.6 19.3 QUALITY DISTRIBU QDZ GR 439.6 (30.4) 105.2 QUALITY DISTRIBU QLTY US 439.6 (30.4) 105.2 QUINTILES TRANSN Q US 3,106.7 (536.2) 511.8 QUINTILES TRANSN QTS GR 3,106.7 (536.2) 511.8 RAYONIER ADV RYQ GR 1,304.7 (63.8) 188.6 RAYONIER ADV RYAM US 1,304.7 (63.8) 188.6 REGAL ENTERTAI-A RETA GR 2,553.5 (755.1) 6.5 REGAL ENTERTAI-A RGC* MM 2,553.5 (755.1) 6.5 REGAL ENTERTAI-A RGC US 2,553.5 (755.1) 6.5 RENAISSANCE LEA RLRN US 57.0 (28.2) (31.4) RENTPATH INC PRM US 208.0 (91.7) 3.6 RETROPHIN INC 17R GR 145.9 (10.2) (3.7) RETROPHIN INC RTRX US 145.9 (10.2) (3.7) REVLON INC-A RVL1 GR 1,912.6 (570.6) 300.9 REVLON INC-A REV US 1,912.6 (570.6) 300.9 RITE AID CORP RTA GR 7,186.0 (1,792.7) 1,895.3 RITE AID CORP RAD US 7,186.0 (1,792.7) 1,895.3 RITE AID CORP RTA TH 7,186.0 (1,792.7) 1,895.3 ROCKWELL MEDICAL RWM TH 23.9 (5.5) 2.6 ROCKWELL MEDICAL RWM GR 23.9 (5.5) 2.6 ROCKWELL MEDICAL RMTI US 23.9 (5.5) 2.6 ROUNDY'S INC 4R1 GR 1,089.7 (66.8) 71.8 ROUNDY'S INC RNDY US 1,089.7 (66.8) 71.8 RURAL/METRO CORP RURL US 303.7 (92.1) 72.4 RYERSON HOLDING 7RY GR 2,006.2 (38.2) 749.5 RYERSON HOLDING RYI US 2,006.2 (38.2) 749.5 SALLY BEAUTY HOL SBH US 2,030.0 (347.1) 640.6 SALLY BEAUTY HOL S7V GR 2,030.0 (347.1) 640.6 SBA COMM CORP-A SBJ TH 7,809.0 (297.6) (671.8) SBA COMM CORP-A SBJ GR 7,809.0 (297.6) (671.8) SBA COMM CORP-A SBAC US 7,809.0 (297.6) (671.8) SECOND SIGHT MED EYES US 9.6 (19.5) 4.4 SECOND SIGHT MED 24P GR 9.6 (19.5) 4.4 SEQUENOM INC QNMA TH 134.6 (51.9) 36.5 SEQUENOM INC QNMA GR 134.6 (51.9) 36.5 SEQUENOM INC SQNM US 134.6 (51.9) 36.5 SILVER SPRING NE 9SI TH 552.9 (139.0) 82.8 SILVER SPRING NE SSNI US 552.9 (139.0) 82.8 SILVER SPRING NE 9SI GR 552.9 (139.0) 82.8 SIRIUS XM CANADA XSR CN 336.0 (91.2) (159.5) SIRIUS XM CANADA SIICF US 336.0 (91.2) (159.5) SPORTSMAN'S WARE 06S GR 315.7 (35.0) 83.3 SPORTSMAN'S WARE SPWH US 315.7 (35.0) 83.3 SUPERVALU INC SVU* MM 5,078.0 (647.0) 277.0 SUPERVALU INC SJ1 TH 5,078.0 (647.0) 277.0 SUPERVALU INC SJ1 GR 5,078.0 (647.0) 277.0 SUPERVALU INC SVU US 5,078.0 (647.0) 277.0 THERAVANCE HVE GR 553.7 (193.1) 237.4 THERAVANCE THRX US 553.7 (193.1) 237.4 THRESHOLD PHARMA THLD US 76.7 (21.0) 49.1 THRESHOLD PHARMA NZW1 GR 76.7 (21.0) 49.1 TOWN SPORTS INTE CLUB US 482.6 (53.8) 69.7 TRANSDIGM GROUP T7D GR 6,913.6 (1,464.7) 1,231.3 TRANSDIGM GROUP TDG US 6,913.6 (1,464.7) 1,231.3 TRINET GROUP INC TNETEUR EU 1,393.3 (48.9) 17.3 TRINET GROUP INC TN3 TH 1,393.3 (48.9) 17.3 TRINET GROUP INC TN3 GR 1,393.3 (48.9) 17.3 TRINET GROUP INC TNET US 1,393.3 (48.9) 17.3 UNILIFE CORP 4UL TH 80.7 (2.7) 0.4 UNILIFE CORP 4UL GR 80.7 (2.7) 0.4 UNILIFE CORP UNIS US 80.7 (2.7) 0.4 UNISYS CORP UIS US 2,348.7 (1,452.4) 319.6 UNISYS CORP USY1 TH 2,348.7 (1,452.4) 319.6 UNISYS CORP UIS1 SW 2,348.7 (1,452.4) 319.6 UNISYS CORP UISCHF EU 2,348.7 (1,452.4) 319.6 UNISYS CORP UISEUR EU 2,348.7 (1,452.4) 319.6 UNISYS CORP USY1 GR 2,348.7 (1,452.4) 319.6 VECTOR GROUP LTD VGR US 1,643.4 (7.9) 561.5 VECTOR GROUP LTD VGR GR 1,643.4 (7.9) 561.5 VENOCO INC VQ US 756.5 (100.0) (762.9) VERISIGN INC VRSN US 2,207.4 (748.8) (326.3) VERISIGN INC VRS GR 2,207.4 (748.8) (326.3) VERISIGN INC VRS TH 2,207.4 (748.8) (326.3) VERIZON TELEMATI HUTC US 110.2 (101.6) (113.8) VIRGIN AMERICA I VA US 876.0 (313.0) 19.0 VIRGIN AMERICA I 2VA1 TH 876.0 (313.0) 19.0 VIRGIN AMERICA I 2VA1 GR 876.0 (313.0) 19.0 VIRGIN MOBILE-A VM US 307.4 (244.2) (138.3) WEIGHT WATCHERS WW6 GR 1,558.3 (1,357.7) 60.6 WEIGHT WATCHERS WW6 TH 1,558.3 (1,357.7) 60.6 WEIGHT WATCHERS WTWEUR EU 1,558.3 (1,357.7) 60.6 WEIGHT WATCHERS WTW US 1,558.3 (1,357.7) 60.6 WEST CORP WT2 GR 3,818.1 (659.6) 454.6 WEST CORP WSTC US 3,818.1 (659.6) 454.6 WESTMORELAND COA WLB US 1,578.5 (264.3) 101.2 WESTMORELAND COA WME GR 1,578.5 (264.3) 101.2 WESTMORELAND RES WMLP US 204.0 (14.2) (57.7) WESTMORELAND RES 2OR1 GR 204.0 (14.2) (57.7) WORKIVA INC 0WKA GR 82.6 (23.4) (23.4) WORKIVA INC WK US 82.6 (23.4) (23.4) XERIUM TECHNOLOG XRM US 611.2 (51.2) 102.1 XERIUM TECHNOLOG TXRN GR 611.2 (51.2) 102.1 XOMA CORP XOMA US 70.9 (18.1) 28.5 XOMA CORP XOMA TH 70.9 (18.1) 28.5 XOMA CORP XOMA GR 70.9 (18.1) 28.5 YRC WORLDWIDE IN YRCW US 2,046.6 (361.2) 195.9 YRC WORLDWIDE IN YEL1 GR 2,046.6 (361.2) 195.9 YRC WORLDWIDE IN YEL1 TH 2,046.6 (361.2) 195.9 ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2015. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000 or Nina Novak at 202-362-8552. *** End of Transmission ***