/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/150413.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, April 13, 2015, Vol. 19, No. 103 Headlines AARON CHITRIK: Files for Ch 11, Halts Auction of Office Building ACCESS CIG: S&P Retains 'B' 1st Lien Debt Rating on $50MM Add-On AEREO INC: April 21 Hearing on Adequacy of Plan Outline AEREO INC: Completes Sale of Assets to Alliance Technology AFFINIA GROUP: Moody's Affirms 'B3' Corporate Family Rating ALCO STORES: Unsecured Creditors Get 1% to 15% Under Amended Plan ALLIANCE ONE: S&P Lowers Corp. Credit Rating to CCC+ ALTEGRITY INC: Creditors' Panel Hires WilmerHale as Lead Counsel ALTEGRITY INC: Creditors' Panel Taps Bayard as Delaware Co-counsel AMERICAN AIRLINES: S&P Assigns 'BB' Rating on $750MM Term Loan B AMERICAN EAGLE: Posts $78.5 Million Net Loss in Fourth Quarter AMNEAL PHARMACEUTICALS: S&P Gives B+ Rating to Term Loan B ANCHOR BANCORP: Six Bank Branches to Close, 30 Jobs Affected API TECHNOLOGIES: Records $2.2 Million Net Loss in 1st Quarter API TECHNOLOGIES: Reports Fiscal Q1 Revenue of $50.9 Million APPLIED MINERALS: Amends 40.9M Shares Resale Prospectus ARCHDIOCESE OF ST. PAUL: Has Until Nov. 30 to File Reorg. Plan ATHERTON FINANCIAL: Case Dismissal Hearing Continued Until May 22 AXALTA COATINGS: Moody's Hikes Corporate Family Rating to 'B1' BASIC FOOD GROUP: Case Summary & 20 Largest Unsecured Creditors BEAZER HOMES: BlackRock Reports 10% Stake as of March 31 BOMBARDIER INC: Moody's Retains 'B1' Corporate Family Rating BRIAR'S CREEK: Amends Schedules of Assets and Liabilities BROWARD COUNTY: Moody's Confirms 'B1' Rating on Series 2006A Debt CACHE INC: Creditors' Panel Hires Bayard as Co-counsel CACHE INC: Creditors' Panel Names Capstone as Financial Advisor CACHE INC: Creditors' Panel Names Otterbourg as Co-counsel CAESARS ENTERTAINMENT: Debt Battle Escalates w/ Credit Suisse Suit CAESARS ENTERTAINMENT: Examiner Seeks to Employ Winston & Strawn CAESARS ENTERTAINMENT: Hearing on Involuntary Petition on April 29 CAESARS ENTERTAINMENT: Panels Wants Co. to Agree to Jan. 12 Filing CAESARS ENTERTAINMENT: U.S. Trustee Wants Fee Committee Appointed CAL DIVE: Counsel Assures No Representation to Parties-In-Interest CAL DIVE: Gets Final Approval to Continue Retention Plan CAL DIVE: Has Until May 17 to File Schedules and Statements CAL DIVE: Huber Capital Reports 14.3% Stake as of March 31 CAL DIVE: Proposes Jones Walker as Corporate Counsel CAL DIVE: Seeks Approval for KCC as Administrative Agent CHASSIX HOLDINGS: Gets Approval to Access $250M in DIP Financing CHASSIX HOLDINGS: Seeks to Pay $2.3-Mil. to Essential Employees CICERO INC: Bruce Hasenyager Quits as Director CICERO INC: Chairman Now Has 67.2% Stake After Conversion CINCINNATI BELL: S&P Retains 'BB-' Sr. Secured Debt Rating CLAIRE'S STORES: Incurs $212 Million Net Loss in Fiscal 2014 CLAIRE'S STORES: Moody's Cuts Corporate Family Rating to 'Caa2' COLT DEFENSE: Amends Credit Pacts with Cortland and Wilmington CONYERS: April 15 Hearing on ONH1, LLC Bid for Relief from Stay CORD BLOOD: Announces Equity Investment by Red Oak CREATIVE ARTISTS: $45MM Add-on Loan No Impact on Moody's B2 CFR CREATIVE ARTISTS: Debt Add-On No Impact on S&P BB- Secured Rating DOLE FOOD: Debt Add-on No Impact on Moody's B2 Term Loan Rating DOLE FOOD: S&P Revises Outlook to Positive, Affirms 'B-' CCR DORAL FINANCIAL: Seeks Approval of Bidding Procedures DUNE ENERGY: Court Approves Sale & Bidding Procedures EVERYWARE GLOBAL: Amends Registration Statements with SEC EVERYWARE GLOBAL: Receives NASDAQ Delisting Notice EXIDE TECHNOLOGIES: Inks Compromise with Texas CEQ EXIDE TECHNOLOGIES: Panel Hires Kelvin Chia as Foreign Counsel EXIDE TECHNOLOGIES: Sells Emission Reduction Trading Credits FINJAN HOLDINGS: Signs $1 Million Patent Agreement with F-Secure FIRST PHILADELPHIA: Court to Close Case Unless Objections Filed FOODS INC: April 21 Hearing on Sale of Titled, Wheeled Vehicles FR 160: Judge Wanslee Orders Closing of Bankruptcy FREEDOM INDUSTRIES: Prosecutors Want A Website to Notify on Spill FRESH PRODUCE: Section 341 Meeting Scheduled for May 6 FUSION TELECOMMUNICATIONS: Offering $100M Worth of Securities GASFRAC ENERGY: Closes Sale of Assets to STEP GENERAL STEEL: Posts $78.3 Million Net Loss in 2014 GENOA A QOL: S&P Assigns 'B' Corp. Credit Rating; Outlook Stable GLYECO INC: Extends Equity Incentive Program Until June 30 GLYECO INC: Incurs $8.7 Million Net Loss in 2014 GREEN FIELD: Liquidating Trustee Sues CEO for Role in Collapse GRIDWAY ENERGY: Withdraws Motion to Convert Cases to Chapter 7 GT ADVANCED: Bids for SSG Assets Due April 29 GT ADVANCED: Debtor, Committee Reach Deal with PwC on Transfers GT ADVANCED: Has $45MM Deal with Chinese Customer for ASF Furnaces GT ADVANCED: Proposes to Sell Machinery via Online Auction HALCON RESOURCES: Holders Agree to Swap $117M Notes for Shares HIPCRICKET INC: Has Interim Nod of ESW Capital Financing HIPCRICKET INC: Rust Omni Approved as Administrative Agent HOLDER GROUP: Court Approves Harris Law as Bankruptcy Counsel HRG GROUP: Fitch to Rate New $100MM Secured Notes BB-/RR2 HRG GROUP: S&P Retains B+ Issue Rating on $100MM Notes Add-on HS 45 JOHN: April 23 Hearing on Bid to Dismiss Chapter 11 Case IBCS MINING: Hires Ritchie Bros. as Auctioneer IMPLANT SCIENCES: 2015 Annual Meeting Set for July 27 INFOR INC: $600MM Senior Notes Add-On No Impact on S&P's B CCR INFOR INC: Notes Upsize No Impact on Moody's 'B3' Notes Rating INSTITUTO MEDICO: Has Until April 15 to Reply to UST Obj. to Roth INTERLEUKIN GENETICS: Appoints Mark B. Carbeau as CEO JACK JOHNSON: Could Sue Will Allen & Susan Daub JOE'S JEANS: Incurs $21.6 Million Net Loss in First Quarter JONES ENERGY: Moody's Rates $250MM Unsecured Notes Due 2023 'B3' JPH LAS VEGAS: Hires Larson & Zirzow as Reorganization Counsel JPH LAS VEGAS: Taps Valuation Consultants as Real Estate Appraiser KNEL ACQUISITION: S&P Affirms 'B' Corp. Credit Rating LANTHEUS MEDICAL: Parent Hikes Issuable Shares Under 2013 Plan LOCATION BASED: Reports $905,000 Net Loss in Second Quarter LONGVIEW POWER: S&P Lowers Rating on $300MM Secured Loan to 'B+' LORMAR REALTY: Case Summary & 2 Largest Unsecured Creditors MALIBU ASSOCIATES: Has $3M Financing From Aa87; U.S. Bank Objects MEG ENERGY: Bank Debt Trades at 3% Off MILACRON INTERMEDIATE: S&P Affirms 'B' Corp. Credit Rating MISSISSIPPI PHOSPHATES: Amends Schedules of Assets & Debt MORGANS HOTEL: Bradford Nugent Named to Board of Directors NATIONAL CINEMEDIA: Amends 71.7MM Common Shares Resale Prospectus NCSG CRANE: S&P Lowers LT CCR and 2nd Lien Debt Ratings to B- NET ELEMENT: Cayman Invest Reports 9.3% Stake as of April 2 NEUSTAR INC: S&P Affirms 'BB-' CCR, Off CreditWatch Negative OPTIMUMBANK HOLDINGS: Fails to Comply with NASDAQ Rule ORANGE REGIONAL: Fitch Rates $69MM 2015 Revenue Bonds BB+ PACIFIC DRILLING: Bank Debt Trades at 17% Off PALMERIS INC: Involuntary Chapter 11 Case Summary PERFORMANT BUSINESS: Moody's Cuts CFR & Secured Debt Rating to B3 PETROLEUM GEO-SERVICES: Bank Debt Trades at 15% Off PREMIER EXHIBITIONS: Samuel Weiser Quits as Executive Chairman PULSE ELECTRONICS: Faces Lawsuit Over Proposed Merger with Oaktree QUANTUM CORP: Expects to Report $145 Million Total Revenue in Q4 QUEST SOLUTION: Posts $302,000 Net Income in 2014 RADIOSHACK CORP: In Talks to Sell Remaining Assets RADIOSHACK CORP: Texas Wants CMO on Sale of Client Info REED AND BARTON: Holland & Knight OK'd as Bankruptcy Counsel REED AND BARTON: Taps Verdolino & Lowey to Evaluate Auction Bids RG STEEL: Gets Approval to Settle Air Product's $44.7-Mil. Claim RITE AID: Posts $1.84 Billion Net Income in Fourth Quarter RIVER-BLUFF: Court Set to Confirm Reorganization Plan ROADRUNNER ENTERPRISES: Hires Hirschler Fleischer as Counsel ROADRUNNER ENTERPRISES: Taps Robert Hansen as Accountant RP CROWN: S&P Lowers CCR to 'CCC+', Outlook Stable RYMAN HOSPITALITY: S&P Assigns BB Rating on $400MM Sr. Unsec. Notes SALADWORKS LLC: Hearing on UpShot Plan Services Continued SALADWORKS LLC: Landis Rath Approved as Bankruptcy Counsel SCHAHIN OIL: Fitch Cuts Issuer Default Ratings to 'C' SCIENCE APPLICATIONS: S&P Assigns 'BB' CCR, Outlook Stable SCIENTIFIC GAMES: Files Form S-4 Registration Statement with SEC SEANERGY MARITIME: Posts $1.25 Million Net Loss in Fourth Quarter SILVERADO STREET: Names James Lee as General Bankruptcy Counsel SOLAR POWER: Appoints Jeffrey Ren as Independent Director STATE FISH: Trustee Withdraws Bid to Tap Antarctica as Inv. Banker SULLIVAN INTERNATIONAL: Section 341 Meeting Set for May 5 TAYLOR, MI: Fitch Affirms 'BB' Rating of $4.4MM LTGO Bonds TGI FRIDAY'S: S&P Alters Outlook to Stable on Sale of UK Restos TRANS ENERGY: To Sell Marcellus Assets for $71.3 Million TRITON AVIATION: Fitch Cuts Rating on Class A-1 Notes to 'Csf' UNIVERSITY GENERAL: Hires Porter Hedges as Bankruptcy Counsel UNIVERSITY GENERAL: Hires UpShot Services as Noticing Agent UNIVERSITY GENERAL: Taps Hammond Hanlon as Investment Banker UNIVERSITY GENERAL: Taps Skadden Arps as Special Counsel USA SYNTHETIC: Owes Allen County $116K in Back Taxes VERDUGO LLC: Taps Ringstad & Sanders as General Insolvency Counsel VIPER VENTURES: Seeks to Continue Leasing, Management Fees Payment VIPER VENTURES: Seeks to Employ GlassRatner as Financial Advisor VIRTUAL PIGGY: Engages Viant Capital LLC as Financial Advisor VISUALANT INC: Diker GP Reports 5.9% Stake as of March 27 WALTER INVESTMENT: Bank Debt Trades at 8% Off WEATHER CHANNEL: Bank Debt Trades at 6% Off WET SEAL: Case Caption Revised to "Seal123" Following Sale WET SEAL: Court Approves Sale of Assets to Versa Affiliate WET SEAL: Del. Court Approves Asset Sale to Versa Capital Unit WET SEAL: Disclosure Statement Hearing Moved to April 27 WIDEOPENWEST FINANCE: S&P Puts 'B' CCR on CreditWatch Negative WPCS INTERNATIONAL: BlackRock Reports 4.9% Stake as of March 31 WPCS INTERNATIONAL: Issues 1,300,000 Common Shares ZOGENIX INC: Federated Investors Reports 12.9% Stake as of March 31 [^] BOND PRICING: For the Week From April 6 to 10, 2015 ********* AARON CHITRIK: Files for Ch 11, Halts Auction of Office Building ---------------------------------------------------------------- Claire Moses at The Real Deal reports that Aaron Chitrik has filed for Chapter 11 bankruptcy protection to avoid the auction of his Midtown office building. Katherine Clarke, writing for New York Daily News, relates that Mr. Chitrik said that he already has a provisional deal to sell the property for $40 million, which would be more than enough to satisfy the $30 million owed to creditors. The report says that Mr. Chitrik needs time to tie up the paperwork. "Our hope is that we'll be able to sell the property for enough to cover all obligations with something left over," the report quoted David Graubard, Esq., the attorney for Mr. Chitrik, as saying. Stephen Meister, Esq., at Meister Seelig & Fein, the attorney for Isaac Chetrit, who owns the debt on the building and would have been a likely bidder, described the Chapter 11 filing as a "classic, eleventh hour filing" and said that he would be seeking to have the bankruptcy case dismissed, NY Daily reports. Aaron Chitrik owns a 63,000-square-foot office building at 315 West 35th Street in New York. ACCESS CIG: S&P Retains 'B' 1st Lien Debt Rating on $50MM Add-On ---------------------------------------------------------------- Standard & Poor's Ratings Services said that its 'B' issue-level rating and '3' recovery rating on Access CIG LLC.'s senior secured first-lien credit facility remain unchanged following the company's announcement that it plans to issue a $50 million add-on to its senior secured first-lien term loan B due 2021. The '3' recovery rating indicates S&P's expectation for meaningful recovery (50%-70%; upper half of the range) of principal in the event of a default. The 'CCC+' issue-level and '6' recovery ratings on the senior secured second-lien term loan are also unaffected. The company will use the proceeds from the add-on offering to pay down the existing balance on its revolver and for general corporate purposes. Pro forma for the debt issuance, lease-adjusted leverage will marginally increase to about 6.6x from 6.4x as of the end of 2014. S&P's 'B' corporate credit rating and stable rating outlook on Access CIG reflect S&P's view that the company will achieve low- to mid-single-digit percent organic revenue growth with a relatively stable EBITDA margin, and that leverage will remain above 5x over the next two years. RATINGS LIST Access CIG LLC Corporate Credit Rating B/Stable/-- Ratings Unchanged Access CIG LLC Senior secured First-lien term loan B due 2021 B Recovery Rating 3H Second-lien term loan CCC+ Recovery Rating 6 AEREO INC: April 21 Hearing on Adequacy of Plan Outline ------------------------------------------------------- The U.S. Bankruptcy Court, according to an amended notice, will convene a hearing on April 21, 2015 at 11:00 a.m., to consider adequacy of information in the disclosure statement explaining Aereo Inc.'s Chapter 11 Plan. Objections, if any, are due April 10. The Debtor, according to Law360, filed a plan outlining a strategy to pay back creditors with the proceeds of an auction for television streaming technology that threatened to upend the U.S. television marketplace before it was declared illegal by the U.S. Supreme Court. The Chapter 11 plan is designed to distribute $1.55 million that bidders paid at an asset auction, a figure less than half of what Aereo expected to receive. About Aereo, Inc. With headquarters in Boston, Massachusetts, Aereo, Inc., is a technology company that provided subscribers with the ability to watch live or "time-shifted" local over-the-air broadcast television on Internet-connected devices, such as personal computers, tablet devices, and "smartphones." Aero provided to each subscriber access, via the Internet, to individual remote or micro-antennas and a cloud-based DVR, which were maintained by the Debtor in facilities within the local market. Aereo, Inc., sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 14-13200) in Manhattan, New York, on Nov. 20, 2014. The Chapter 11 filing came five months after the U.S. Supreme Court ruled the Debtor, with respect to live or contemporaneous transmissions, was essentially performing as a traditional cable system under the Copyright Act, and thus was violating broadcasters' copyrights because it wasn't paying broadcasters any fees. The Debtor has tapped William R. Baldiga, Esq., at Brown Rudnick LLP, in New York, as counsel. The Debtors has also engaged Argus Management Corp. to provide the services of Lawton W. Bloom as CRO and Peter Sullivan and Scott Dicus as assistant restructuring officers. Prime Clerk LLC is the claims and notice agent. The Debtor disclosed $22.2 million in assets and $2.78 million in liabilities as of the Chapter 11 filing. The U.S. Trustee for Region 2 appointed three creditors to serve on the official committee of unsecured creditors. Stinson Leonard Street LLP serves as the Committee's counsel. AEREO INC: Completes Sale of Assets to Alliance Technology ---------------------------------------------------------- Aereo Inc. announced that the sale of its assets to Alliance Technology Solutions, Inc., was consummated on April 2. Alliance, an information-technology consultant, acquired equipment from the video streaming company after it emerged as the winning bidder at an auction held in February. Early last month, Aereo also completed the sale of its patent portfolio to RPX Corp. and the sale of its trademarks, domain names and customer lists to TiVo Inc., maker of digital video recorders. Both buyers were also the winning bidders at the February auction. According to earlier reports, Aereo was disappointed with the outcome of the sales, which brought in less than $2 million. William Baldiga, Aereo's lawyer, had said last month that the company did everything it could to garner a higher price for the assets, including considering running an entirely new auction. U.S. Bankruptcy Judge Sean Lane approved the three asset sales on March 12 after Aereo inserted language designed to protect the legal rights of broadcasting companies. Aereo and the broadcasting companies disputed over whether to include language clarifying that the court order doesn't release the buyers from liability for any acts that infringe on the broadcasting companies' rights. Although it doesn't find such inclusion necessary, Aereo's official committee of unsecured creditors said it would support a sale order that incorporates such language to avoid further dispute. About Aereo Inc. With headquarters in Boston, Massachusetts, Aereo, Inc., is a technology company that provided subscribers with the ability to watch live or "time-shifted" local over-the-air broadcast television on Internet-connected devices, such as personal computers, tablet devices, and "smartphones." Aero provided to each subscriber access, via the Internet, to individual remote or micro-antennas and a cloud-based DVR, which were maintained by the Debtor in facilities within the local market. Aereo, Inc., sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 14-13200) in Manhattan, New York, on Nov. 20, 2014. The Chapter 11 filing came five months after the U.S. Supreme Court ruled the Debtor, with respect to live or contemporaneous transmissions, was essentially performing as a traditional cable system under the Copyright Act, and thus was violating broadcasters' copyrights because it wasn't paying broadcasters any fees. The Debtor has tapped William R. Baldiga, Esq., at Brown Rudnick LLP, in New York, as counsel. The Debtors has also engaged Argus Management Corp. to provide the services of Lawton W. Bloom as CRO and Peter Sullivan and Scott Dicus as assistant restructuring officers. Prime Clerk LLC is the claims and notice agent. The Debtor disclosed $22.2 million in assets and $2.78 million in liabilities as of the Chapter 11 filing. The U.S. Trustee for Region 2 appointed three creditors to serve on the official committee of unsecured creditors. Stinson Leonard Street LLP serves as the Committee's counsel. AFFINIA GROUP: Moody's Affirms 'B3' Corporate Family Rating ----------------------------------------------------------- Moody's Investors Service affirmed Affinia Group Inc.'s Corporate Family Rating (CFR) of B3 and its Probability of Default Rating (PDR) of B3-PD. In a related action, Moody's affirmed the rating on the company's senior secured term loans at B2 and senior notes at Caa2. The Speculative Grade Liquidity (SGL) Rating was lowered to SGL-4 from SGL-3. The outlook is stable. The lowering of Affinia's SGL rating to SGL-4 reflects the near-term maturity of the company's $175 million Term Loan B-1. In Moody's assessment, the combination of Affinia's cash balances, expected free cash flow generation over the near-term, and revolver availability will be insufficient to fund the Term Loan B-1 amount due in April 2016. Yet, Moody's believes that the company's ability to address this maturity is supported by its improving credit metrics and strong market position. The following ratings were affirmed: Affinia Group Inc Corporate Family Rating at B3 Probability of Default Rating at B3-PD $175mm Senior Secured Term Loan B-1 due 2016 at B2(LGD3) $367mm Senior Secured Term Loan B-2 due 2020 at B2(LGD3) $250mm Senior Notes due 2021 at Caa2 (LGD5) The following ratings were lowered: Affinia Group Inc. Speculative Grade Liquidity rating, to SGL-4 from SGL-3 Moody's does not rate the company's $175 million ABL revolving credit facility. RATINGS RATIONALE The affirmation of Affinia's B3 CFR reflects the company's high leverage balanced with the company's strong competitive position within the filtration segment of the automotive aftermarket industry. As of December 31, 2014, Affinia's Debt/EBITDA was 6.8x (5.5x excluding factored receivables), inclusive of Moody's Standard Adjustments. The company's leverage and interest coverage improved considerably over the past year due in part to a portion of proceeds received from the sale of the Chassis business in 2014 used to repay debt. Affinia maintains a strong competitive position in filtration products with its Filtration segment (which represents the majority of 2014 revenues) growing about 12% in 2014, excluding the effect of currency. While Moody's expects this positive trend to continue over the near-term supported by lower fuel prices and increasing miles driven, sales growth may be challenged by the loss of the relationship with a major customer. Despite challenging economic conditions in Brazil, Affinia's South American business has experienced positive growth trends and consistent levels of profitability supported by additional distribution centers, improved product offerings, and improving aftermarket fundamentals in Brazil such as increasing vehicle population and miles driven. Yet, these improvements may be somewhat offset by further currency devaluation in the region. Affinia's liquidity profile includes $45 million of cash and $72 million of borrowing base availability under its $175 million asset based revolver as of December 31, 2014. Moody's expects continued positive free cash flow generation over the next 12 months of around $50 million. The revolver contains a springing fixed charge coverage ratio of 1.0x when excess availability falls below the greater of 10% of the borrowing base and $10 million. While not subject to the test as of December 31, 2014, the company had cushion to this covenant with an actual fixed charge coverage ratio of 1.9x. Moody's anticipates that ample cushion will be maintained under this covenant over the near-term. The term loans do not contain financial covenants. The stable rating outlook reflects Moody's expectation for credit metrics to continue to improve modestly over the next 12 months. However, if the Term Loan B-1 maturity is not addressed over the next four to five months, the outlook could be moved to negative. Factors that could support a higher rating include debt/EBITDA approaching 6.5x combined with EBITA/ interest sustained above 2x, positive free cash flow generation and a financial policy focused on debt reduction rather than shareholder distributions. Any rating upgrade would require the company to address the maturity of its $175 million Term Loan B-1 due April 2016 and improvement in its liquidity profile as a result. Factors that could lead to lower ratings include deterioration in EBITA margins below 4%, EBITA/interest under 1.3x, negative free cash flow, or a further weakening in liquidity including from the company not addressing its Term Loan B-1 maturity over the next four to five months. Affinia Group Inc., headquartered in Gastonia, North Carolina, is a manufacturer and distributor of aftermarket components for cars, trucks, and off-highway vehicles with the majority of its sales from filtration products. In 2014, the company reported revenue of approximately $1.4 billion. Affinia is controlled by affiliates of The Cypress Group L.L.C. ALCO STORES: Unsecured Creditors Get 1% to 15% Under Amended Plan ----------------------------------------------------------------- BankruptcyData reported that ALCO Stores filed with the U.S. Bankruptcy Court an Amended Chapter 11 Plan of Liquidation and related Disclosure Statement to change the estimated recovery for general unsecured claimants "TBD" to a range between 1% and 15%. According to the report, under the Amended Plan, allowed secured claim holders will be paid in the full amount, general unsecured claim holders will receive their pro rata share of liquidating trust cash and holders of subordinated claims and equity interests claim will receive no distribution under the Plan. BData adds that the Disclosure Statement also notes, "As of the date hereof, the Debtors, Shops at Fox Run, LLC and Shops at Fox Run II, LLC have entered into a settlement in principle resolving the purported encumbrance on the Sidney Property through a settlement payment by the Debtors in the amount of $285,000, and the parties expect to seek Bankruptcy Court approval of such settlement no later than April 10, 2015." About ALCO Stores ALCO Stores, Inc., operates 198 stores in 23 states throughout the central United States. ALCO offers 35,000 items at its stores, which are located at smaller markets usually not served by other regional or national broad line retail chains. The company was founded in 1901 as a general merchandising operation in Abilene, Kansas. ALCO is a public company, and its common stock is quoted on the NASDAQ National Market tier of the NASDAQ Stock Market under the ticker symbol "ALCS." ALCO Stores and ALCO Holdings LLC sought Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Lead Case No. 14-34941) in Dallas, Texas, on Oct. 12, 2014, with plans to let liquidators conduct store closing sales or sell the business to a going-concern buyer. Judge Stacey G. Jernigan presides over the Chapter 11 cases. The Debtors have DLA Piper LLP (US) as counsel, Houlihan Lokey Capital, Inc., as financial advisor, and Prime Clerk LLC as claims and noticing agent. Michael Moore has been named consultant to the Debtors. As of July 2014, ALCO Stores had assets totaling $222 million and liabilities totaling $162 million. The bulk of the liabilities was total debt outstanding under a credit facility with Wells Fargo Bank, National Association, of which the aggregate outstanding was $104.2 million as of the Petition Date. The Debtor received court approval to sell some of its real estate along with store leases. The U.S. Trustee for Region 6 appointed seven creditors to serve in the official committee of unsecured creditors of ALCO Stores, Inc. The Law Office of Judith W. Ross serves as local counsel to the Committee. ALLIANCE ONE: S&P Lowers Corp. Credit Rating to CCC+ ---------------------------------------------------- Standard & Poor's Ratings Services said lowered its corporate credit rating on Morrisville, N.C.-based Alliance One International Inc. to 'CCC+' from 'B-' and removed the rating from CreditWatch, where it was placed with negative implications on March 16, 2015. The rating outlook is negative. "At the same time, we lowered our issue-level ratings on the company's $210.3 million revolving line of credit to 'B' from 'B+' and our ratings on the company's $790 million senior second-lien notes to 'CCC' from 'CCC+'. We also removed the ratings from CreditWatch, where they were placed with negative implications on March 16, 2015. The recovery ratings remain '1' and '5', respectively, indicating our expectation for very high (90%-100%) and modest (at the low end of the 10%-30% range) recovery, respectively, in the event of a payment default," said S&P. The negative outlook reflects the company's weak operating performance, negative free operating cash flow, and weak liquidity, which have been caused largely by a global oversupply of tobacco and delayed customer orders. "Although we expect a pick-up in shipments at the end of fiscal 2015 and beginning of fiscal 2016, we believe the company continues to operate with leverage at an unsustainable level and it will likely breach its financial covenants in the next 12 months if it does not receive a waiver or amendment," said Standard & Poor's credit analyst Brennan Clark. "We could lower the rating if the company does not turn its free cash flow positive in the next year, or if we feel the company will violate one of its covenants over the next 12 months and we believe it will be unable to negotiate a waiver or amendment with its creditors. This could occur if tobacco shipments continue to be delayed or if one of AOI's large customers replaces the tobacco leaf supplier with its own direct sourcing operations," said S&P. "We could revise the outlook to stable if liquidity strengthens such that it has at least 10% cushion in its tightest covenant over the next year and credit ratios improved such that EBITDA coverage of interest is close to 2x. Such a scenario would most likely be due to improved industry conditions such that shipments return to normalized levels," said S&P. ALTEGRITY INC: Creditors' Panel Hires WilmerHale as Lead Counsel ---------------------------------------------------------------- The Statutory Committee of Unsecured Creditors of Altegrity, Inc., et al., seeks authorization from the U.S. Bankruptcy Court for the District of Delaware to retain Wilmer Cutler Pickering Hale & Dorr LLP ("WilmerHale") as lead counsel to the Statutory Committee, effective as of Feb. 24, 2015. The Committee requires WilmerHale to: (a) advise the Committee in connection with its powers and duties under the Bankruptcy Code, the Bankruptcy Rules and the Local Rules; (b) assist and advise the Committee in its consultation with the Debtors relative to the administration of these cases and coordinate the receipt and dissemination of information prepared by and received from the Debtors' professionals, as well as such information as may be received from the Committee's financial advisor or any other professionals engaged by the Committee; (c) attend meetings and negotiate with the representatives of the Debtors and other parties in interest; (d) assist and advise the Committee in its examination and analysis of the conduct of the Debtors' affairs, investigate the acts, conduct, assets, liabilities and financial condition of the Debtors, the operation of the Debtors' businesses and any other matter relevant to the Debtors' cases; (e) assist the Committee in the review, analysis and negotiation of any proposed plan of reorganization or any alternative plan, and to assist the Committee in the review, analysis and negotiation of the corresponding disclosure statement; (f) assist the Committee in the review and analysis of any financing agreements, and any objections thereto, if necessary; (g) take all necessary action to protect and preserve the interests of the Committee, including (i) possible prosecution of actions on its behalf, (ii) if appropriate, negotiations concerning all litigation in which the Debtors are involved, and (iii) if appropriate, review and analysis of claims filed against the Debtors' estates; (h) generally prepare on behalf of the Committee all necessary motions, applications, answers, objections, orders, reports and papers in support of positions taken by the Committee; (i) appear, as appropriate, before this Court, any appellate courts, and the U.S. Trustee, and to protect the interests of the Committee before those courts and before the U.S. Trustee; and (j) perform all other necessary legal services in these cases in accordance with the Committee's powers and duties, as set forth in the Bankruptcy Code, Bankruptcy Rules, Local Bankruptcy Rules, or other applicable law. WilmerHale will be paid at these hourly rates: Philip D. Anker $1,270 Andrew N. Goldman $1,270 Dennis L. Jenkins $950 Marc M. Allon $855 Allison Hester-Haddad $775 Jonathan Seymour $450 Partners $780-$1,510 Counsels $775-$915 Associates $450-$805 Paraprofessionals $125-$530 WilmerHale will also be reimbursed for reasonable out-of-pocket expenses incurred. Dennis L. Jenkins, partner of WilmerHale, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. The Court for the District of Delaware will hold a hearing on the motion on April 17, 2015, at 10:00 a.m. Objections were due April 10, 2015. WilmerHale can be reached at: Dennis L. Jenkins, Esq. WILMER CUTLER PICKERING HALE AND DORR LLP 60 State Street Boston, MA 02109 Tel: (617) 526-6000 Fax: (617) 526-5000 E-mail: dennis.jenkins@wilmerhale.com About Altegrity Inc. Altegrity Inc. provides background investigations for the U.S. government; employment background and mortgage screening for commercial customers; technology-driven legal services and software for data management; and investigative, analytic, consulting, due diligence, and security services. Altegrity is principally owned by investment funds affiliated with Providence Equity Partners. Altegrity Inc. and 37 of its affiliates filed Chapter 11 Bankruptcy petitions (Bankr. D. Del. Lease Case No. 15-10226) on Feb. 8, 2015. Jeffrey S. Campbell signed the petitions as president and chief financial officer. The Debtors disclosed total assets of $1.7 billion and total liabilities of $2.1 billion as of June 30, 2014. M. Natasha Labovitz, Esq., Jasmine Ball, Esq., and Craig A. Bruens, Esq., at Debevoise & Plimpton LLP serve as the Debtors' counsel. Joseph M. Barry, Esq., Ryan M. Bartley, Esq., and Edmon L. Morton, Esq., at Young, Conaway, Stargatt & Taylor, LLP, act as the Debtors' Delaware and conflicts counsel. Stephen Goldstein and Lloyd Sprung, at Evercore Group, LLC, are the Debtors' investment bankers. Kevin M. McShea and Carrianne J. M. Basler, at Alixpartners LLP serve as the Debtors' restructuring advisors. Prime Clerk LLC is the Debtors' claims and noticing agent. PricewaterhouseCoopers LLP serves as the Debtors' independent auditors. The U.S. Trustee for Region 3 appointed six creditors to serve on the official committee of unsecured creditors. ALTEGRITY INC: Creditors' Panel Taps Bayard as Delaware Co-counsel ------------------------------------------------------------------ The Statutory Committee of Unsecured Creditors of Altegrity, Inc., et al., seeks authorization from the U.S. Bankruptcy Court for the District of Delaware to retain Bayard, P.A. as Delaware co-counsel to the Committee, nunc pro tunc to March 10, 2015. The Committee requires Bayard to: (a) provide legal advice where necessary with respect to the Committee's powers and duties; (b) assist and advise the Committee in its consultation with the Debtors and the U.S. Trustee relative to the administration of these cases; (c) assist the Committee and WilmerHale, as necessary, in the investigation of the acts, conduct, assets, liabilities and financial condition of the Debtors, the operation of the Debtors' businesses, and any other matter relevant to these cases or to the formulation of a plan or plans of reorganization; (d) assist the Committee and WilmerHale, where necessary, in the review, analysis and negotiation of any proposed plan of reorganization or any alternative plan, and to assist the Committee and WilmerHale in the review, analysis and negotiation of the corresponding disclosure statement; (e) provide legal advice regarding the Local Rules, practices, and procedures of this Court; (f) assist in the preparation and revising of drafts of documents to ensure compliance with the Local Rules, practices, and procedures of this Court; (g) file documents as requested by WilmerHale and coordinating service of the same; (h) appear in Court and at any meeting of the Committee and meetings between the Committee and the Debtors; (i) monitor the case docket and coordinate with WilmerHale on matters impacting the Committee; (j) prepare, update and distribute critical dates memoranda; and (k) perform all other legal services for the Committee in connection with these chapter 11 cases. Bayard will be paid at these hourly rates: Neil B. Glassman $950 GianClaudio Finizio $540 Justin R. Alberto $450 Larry Morton, paralegal $295 Directors $500-$950 Associates and Sr. Counsel $350-$450 Paraprofessionals $240-$295 Bayard will also be reimbursed for reasonable out-of-pocket expenses incurred. Neil B. Glassman, director of Bayard, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. The Court for the District of Delaware will hold a hearing on the motion on April 17, 2015, at 10:00 a.m. Objections were due April 10, 2015. Bayard can be reached at: Neil B. Glassman, Esq. BAYARD, P.A. 222 Delaware Avenue, Suite 900 Wilmington, DE 19801 Tel: (302) 655-5000 Fax: (302) 658-6395 E-mail: nglassman@bayardlaw.com About Altegrity Inc. Altegrity Inc. provides background investigations for the U.S. government; employment background and mortgage screening for commercial customers; technology-driven legal services and software for data management; and investigative, analytic, consulting, due diligence, and security services. Altegrity is principally owned by investment funds affiliated with Providence Equity Partners. Altegrity Inc. and 37 of its affiliates filed Chapter 11 Bankruptcy petitions (Bankr. D. Del. Lease Case No. 15-10226) on Feb. 8, 2015. Jeffrey S. Campbell signed the petitions as president and chief financial officer. The Debtors disclosed total assets of $1.7 billion and total liabilities of $2.1 billion as of June 30, 2014. M. Natasha Labovitz, Esq., Jasmine Ball, Esq., and Craig A. Bruens, Esq., at Debevoise & Plimpton LLP serve as the Debtors' counsel. Joseph M. Barry, Esq., Ryan M. Bartley, Esq., and Edmon L. Morton, Esq., at Young, Conaway, Stargatt & Taylor, LLP, act as the Debtors' Delaware and conflicts counsel. Stephen Goldstein and Lloyd Sprung, at Evercore Group, LLC, are the Debtors' investment bankers. Kevin M. McShea and Carrianne J. M. Basler, at Alixpartners LLP serve as the Debtors' restructuring advisors. Prime Clerk LLC is the Debtors' claims and noticing agent. PricewaterhouseCoopers LLP serves as the Debtors' independent auditors. The U.S. Trustee for Region 3 appointed six creditors to serve on the official committee of unsecured creditors. AMERICAN AIRLINES: S&P Assigns 'BB' Rating on $750MM Term Loan B ---------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'BB' issue-level rating and '1' recovery rating to American Airlines Inc.'s (American; B+/Positive/--) $750 million amended term loan B due Oct. 10, 2021. The term loan is guaranteed by the company's parent, American Airlines Group Inc., and its affiliates, US Airways Group Inc. and US Airways Inc. S&P's '1' recovery rating indicates its expectation of a "very high" (90%-100%) recovery in a default scenario. American is amending its existing $750 million term loan B that, along with a $400 million revolving credit facility due 2019, the company arranged in October 2014. S&P rates both of those facilities 'BB' with a '1' recovery rating. American is not amending the revolving credit agreement, and the changes do not affect S&P's existing ratings on that facility. The term loan and revolving credit facilities are currently secured by airport takeoff and landing slots, airport gate leasehold interests to serve London's Heathrow International Airport and similar assets, as well as international route authorities to serve certain airports in Japan and China. Under the amendment, the Asian routes and related assets will no longer be part of the collateral, and US Airways Inc.'s gates and slots relating to its service from Philadelphia and Charlotte to Heathrow will be added. S&P believes that its estimates for bondholder recovery in a default scenario continue to comfortably support the ratings S&P are assigning. Heathrow Airport is American's most important European destination and hub. Although there are no regulatory obstacles, such as limited international route authorities, under the U.S.-European Union aviation treaty, access to Heathrow is limited, as a practical matter, by the availability of takeoff and landing slots and airport gates. Appraisers value the slots and related assets based on the profits and cash flows generated by the airline's service to an international market. S&P applies stress assumptions based on its view of the barriers to entry, growth prospects, the strategic importance of these assets to an airline seeking to reorganize in a hypothetical future bankruptcy scenario, and other factors. American and the lenders in the existing and amended facilities have taken the added step of filing debentures in the U.K. on the Heathrow slots. This provides somewhat greater legal certainty than was the case when the Heathrow slots secured American's 7.5% notes during the airline's bankruptcy proceeding. RATINGS LIST Ratings Affirmed American Airlines Group Inc. American Airlines Inc. US Airways Inc. Corporate credit rating B+/Positive/-- New Rating American Airlines Inc. $750 mil. term loan B due 2021 BB Recovery rating 1 AMERICAN EAGLE: Posts $78.5 Million Net Loss in Fourth Quarter -------------------------------------------------------------- American Eagle Energy Corporation reported a net loss of $78.6 million on $14.5 million of oil and gas sales for the three months ended Dec. 31, 2014, compared with a net loss of $462,000 on $13.5 million of oil and gas sales for the same period in 2013. For the 12 months ended Dec. 31, 2014, the Company reported a net loss of $92.2 million on $60.54 million of oil and gas sales compared to net income of $1.59 million on $43.1 million of oil and gas sales in 2013. As of Dec. 31, 2014, the Company had $270.93 million in total assets, $224 million in total liabilities, and $47.0 million in total stockholders' equity. As of Dec. 31, 2014, American Eagle had $25 million in cash, $175 million total debt outstanding, comprised solely of the bonds that the Company sold in August 2014, and 30.4 million shares of common stock outstanding. American Eagle ended the fourth quarter of 2014 with $13.6 million of negative working capital. Current assets consisted primarily of $25.9 million in cash and $9.5 million in receivables. Current liabilities consisted primarily of $42.4 million in accounts payable and accruals and $6.6 million in accrued interest. As of Feb. 28, 2015, the Company estimates that it had approximately $9 million of negative working capital. Current assets consisted primarily of approximately $19 million in cash and approximately $12 million in receivables. Current liabilities consisted primarily of approximately $30 million in accounts payable and accruals and approximately $9.8 million in accrued interest. A full-text copy of the press release is available for free at: http://is.gd/C5YsGS About American Eagle Littleton, Colorado-based American Eagle Energy Corporation is engaged in the acquisition, exploration and development of oil and gas properties. The Company is primarily focused on extracting proved oil reserves from those properties. * * * As reported by the TCR in March 2015, Standard & Poor's Ratings Services lowered its corporate credit and issue-level ratings on American Eagle Energy Corp. to 'D' from 'CCC+'. "We lowered the rating after American Eagle missed an interest payment for $9.8 million due March 2, 2015, on its $175 million senior secured notes due 2019," said Standard & Poor's credit analyst Christine Besset. The TCR reported on Jan. 26, 2015, that Moody's Investors Service downgraded American Eagle's Corporate Family Rating to 'Ca' from 'Caa1'. "The downgrade of American Eagle Energy's ratings reflect the company's weak liquidity profile and unsustainable capital structure," commented Gretchen French, Moody's vice president. "With the company facing cyclically low oil prices in 2015 and into 2016, the risk of default or a debt restructuring, including the potential for a distressed exchange, has increased." AMNEAL PHARMACEUTICALS: S&P Gives B+ Rating to Term Loan B ---------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'B+' issue-level rating and '4' recovery rating to Amneal Pharmaceuticals LLC's proposed $200 million term loan B. The '4' recovery rating indicates expectations of average (30% to 50%; at the high end of the range) recovery in the event of a payment default. "At the same time, we revised the recovery rating on the existing secured term loan to '4' (also at the high end of the 30% to 50% range), from '3' (at the low end of the 50% to 70% range), reflecting the increased amount of senior secured debt in the capital structure. Proceeds, less related expenses, will fund an owner dividend. The 'B+' corporate credit rating and positive outlook are unchanged," said S&P. The rating on Amneal reflects its position as a small generic pharmaceutical company and its lack of scale compared with other larger generic companies. This supports S&P's assessment of business risk as "weak". "Although we currently incorporate an expectation that Amneal's leverage will range between 4x and 5x to accommodate cash-based shareholder returns, stronger-than-expected performance and modest-size dividends have led to leverage levels below 4x. Pro forma for the additional debt, leverage increases only modestly to 4.1x and we expect leverage to decline to about 3.9x over the next 12 to 18 months. Still, the ability to sustain lower leverage is predicated on achieving very strong results through 2015. We currently assess financial risk at "aggressive"," said S&P. RECOVERY ANALYSIS Key analytical factors "We are updating our recovery and issue-level ratings following Amneal's $200 million secured debt issuance. The higher amount of debt in this capital structure -- primarily from the issuance of the $200 million term loan -- resulted in lower recovery prospects, prompting us to revise our recovery rating to '4', from '3'," said S&P. Simulated default assumptions Simulated year of default: 2019 EBITDA at emergence: $91.3 mil. EBITDA multiple: 5x Simplified waterfall Net enterprise value (EV; after 5% admin. costs): $434 mil. Valuation split in % (obligor/nonobligor): 85/15 Priority claims: $57 mil. Collateral value available to secured creditors: $377 mil. Secured debt: $887 mil. -- Recovery expectations: 30% to 50%; at the higher end of the range Notes: All debt amounts include six months of prepetition interest. Collateral value equals asset pledge from obligors after priority claims plus equity pledge from nonobligors after nonobligor debt. RATINGS LIST Amneal Pharmaceuticals LLC Corporate Credit Rating B+/Positive/-- New Rating Amneal Pharmaceuticals LLC $200 Mil. Term Loan B B+ Recovery Rating 4H Recovery Rating Revised To From Amneal Pharmaceuticals LLC Senior Term Loan B+ B+ Recovery Rating 4H 3L ANCHOR BANCORP: Six Bank Branches to Close, 30 Jobs Affected ------------------------------------------------------------ Neil Johnson at GazetteXtra reports that Anchor Bank will consolidate and close six bank branches. The report says that the Bank plans to streamline branch operations through consolidation of banks in Janesville, Appleton, Menasha, Oshkosh, Franklin, and Madison. Anchor Bank said in a release that it will eliminate 30 jobs through consolidating six of its branches, and it's offering a voluntary buyout and job placement service package to 137 of the bank's 705 workers. GazetteXtra relates that the consolidation is part of a larger plan for cost savings for the Bank, and it follows the Bank's $175 million restructuring in 2013 after it filed for Chapter 11 bankruptcy. About Anchor Bancorp Madison, Wisconsin-based Anchor BanCorp Wisconsin Inc. sought protection under Chapter 11 of the Bankruptcy Code on Aug. 12, 2013 (Case No. 13-14003, Bankr. W.D. Wis.) to implement a "pre-packaged" plan of reorganization in order to facilitate the restructuring of the Company and the recapitalization of AnchorBank, fsb, a wholly-owned subsidiary of the Company. As of March 31, 2013, the Debtor listed total assets of $2,367,583,000 and total liabilities of $2,427,447,000. Chief Judge Robert D. Martin oversees the Chapter 11 case. The Debtor is represented by Kerkman Dunn Sweet DeMarb as lead bankruptcy counsel and Skadden, Arps, Slate, Meagher & Flom LLP, as special counsel. CohnReznick LLP serves as the Debtor's financial advisor. Anchor BanCorp is a registered savings and loan holding company incorporated under the laws of the State of Wisconsin. The Company is engaged in the savings and loan business through its wholly owned banking subsidiary, AnchorBank, fsb. Anchor BanCorp and its wholly-owned subsidiaries, AnchorBank FSB, each consented to the issuance of an Order to Cease and Desist by the Office of Thrift Supervision. The Corporation and the Bank continue to diligently work with their financial and professional advisors in seeking qualified sources of outside capital, and in achieving compliance with the requirements of the Orders. In connection with the Plan, the Company has entered into definitive stock purchase agreements with institutional and other private investors as part of a $175 million recapitalization of the institution. No new investor will own in excess of 9.9 percent of the common equity of the recapitalized Holding Company. The reorganization filing includes only Anchor BanCorp, the holding company for the Bank, allowing the Bank to remain outside of bankruptcy and to continue normal operations. The Bank operates 55 offices throughout Wisconsin. Operations at the Bank will continue as usual throughout the reorganization process. Anchor BanCorp Wisconsin Inc. on Aug. 30 disclosed that the Holding Company has received court approval of its recently announced plan of reorganization. U.S. Bankruptcy Court Judge Robert Martin approved the plan at a hearing on Aug. 30. API TECHNOLOGIES: Records $2.2 Million Net Loss in 1st Quarter -------------------------------------------------------------- API Technologies Corp. filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $2.17 million on $50.9 million of net revenues for the three months ended Feb. 28, 2015, compared to a net loss of $2.12 million on $58.9 million of net revenues for the same period in 2014. As of Feb. 28, 2015, the Company had $279 million in total assets, $170 million in total liabilities, and $108 million in shareholders' equity. At Feb. 28, 2015, the Company held cash and cash equivalents of $6.2 million compared to $8.3 million at Nov. 30, 2014. A full-text copy of the Form 10-Q is available for free at: http://is.gd/vHXi41 About API Technologies API Technologies designs, develops and manufactures electronic systems, subsystems, RF and secure solutions for technically demanding defense, aerospace and commercial applications. API Technologies' customers include many leading Fortune 500 companies. API Technologies trades on the NASDAQ under the symbol ATNY. For further information, please visit the Company Web site at http://www.apitech.com/ API Technologies reported a net loss attributable to common shareholders of $19.3 million for the year ended Nov. 30, 2014, compared to a net loss attributable to common shareholders of $8.28 million for the year ended Nov. 30, 2013. * * * As reported by the TCR on Feb. 14, 2013, Moody's Investors Service has withdrawn all ratings of API Technologies, including its 'Caa1' Corporate Family Rating and negative outlook due to the repayment of all rated debt. On Feb. 6, 2013, API Technologies completed a refinancing of its previously outstanding rated bank debt. All ratings of API have been withdrawn since the company has no rated debt outstanding. In the Feb. 22, 2013, edition of the TCR, Standard & Poor's Ratings Services said that it lowered its corporate credit rating on API Technologies to 'B-' from 'B'. "The downgrade reflects weaker-than-expected credit metrics resulting from less-than-expected improvements in operating performance and higher debt, including a modest increase from the recent refinancing," said Standard & Poor's credit analyst Chris Mooney. API TECHNOLOGIES: Reports Fiscal Q1 Revenue of $50.9 Million ------------------------------------------------------------ API Technologies Corp. reported a net loss of $2.17 million on $50.9 million of net revenue for the three months ended Feb. 28, 2015, compared to a net loss of $2.12 million on $58.9 million of net revenue for the same period in 2014. As of Feb. 28,2015, the Company had $279 million in total assets, $170 million in total liabilities and $108 million in shareholders' equity. Recent Developments * Robert Tavares was named president and chief executive officer and appointed to the Company's Board of Directors effective March 2, 2015. Mr. Tavares joins API with 30 years of experience in the microelectronics and semiconductor industries; he most recently served as president of Crane Electronics Inc. * On March 23, 2015, API announced an expanded agreement with electronic components distributor TTI, Inc. to carry the Company's line of RF, microwave, and microelectronics products; the partnership broadens API's worldwide sales network and provides customers rapid product delivery. First Quarter 2015 Business Highlights * API added to its line of radiation-hardened power microelectronics with the launch of voltage regulators and a new line of Solid State Relays for satellites and launch vehicles. * API's QBS-609 1-kW pulsed power amplifier received "Product of the Year" honors from Electronic Products, a leading trade publication for electronic design engineers. * API expanded its product presence in the AESA radar market with the launch of standalone modules - the Quad Transmit Receive Module (QTRM) - part of the Company's Active Antenna Array Unit (AAAU) solution. * API received a new patent for the Hawk-i, the Company's aiming device for a bomb disarming disrupter. * API expanded its U.S. Department of Defense C4ISR technology footprint with the announcement of $10.3 million in related program awards. About API Technologies API Technologies designs, develops and manufactures electronic systems, subsystems, RF and secure solutions for technically demanding defense, aerospace and commercial applications. API Technologies' customers include many leading Fortune 500 companies. API Technologies trades on the NASDAQ under the symbol ATNY. For further information, please visit the Company Web site at http://www.apitech.com/ API Technologies reported a net loss attributable to common shareholders of $19.3 million for the year ended Nov. 30, 2014, compared to a net loss attributable to common shareholders of $8.28 million for the year ended Nov. 30, 2013. * * * As reported by the TCR on Feb. 14, 2013, Moody's Investors Service has withdrawn all ratings of API Technologies, including its 'Caa1' Corporate Family Rating and negative outlook due to the repayment of all rated debt. On Feb. 6, 2013, API Technologies completed a refinancing of its previously outstanding rated bank debt. All ratings of API have been withdrawn since the company has no rated debt outstanding. In the Feb. 22, 2013, edition of the TCR, Standard & Poor's Ratings Services said that it lowered its corporate credit rating on API Technologies to 'B-' from 'B'. "The downgrade reflects weaker-than-expected credit metrics resulting from less-than-expected improvements in operating performance and higher debt, including a modest increase from the recent refinancing," said Standard & Poor's credit analyst Chris Mooney. APPLIED MINERALS: Amends 40.9M Shares Resale Prospectus ------------------------------------------------------- Applied Minerals, Inc., filed with the Securities and Exchange Commission an amended Form S-1 registration statement relating to the offer and sale, from time to time, by Samlyn Offshore Masterfund Ltd, IBS Turnaround Fund, Kingdon Family Partnership, LP, et al., of up to 40,931,093 shares of common stock, par value $.001, issuable on conversion of 10% PIK-Election Convertible Notes due 2018 issued on Nov. 3, 2014. The Company's Common Stock is quoted on the OTCBB under the symbol "AMNL." On April 8, 2015, the closing bid quotation of the Company's Common Stock was $ 0.68. A copy of the amended prospectus is available at: http://is.gd/wQGr5n About Applied Minerals New York City-based Applied Minerals, Inc. (OTC BB: AMNL) is a leading global producer of halloysite clay used in the development of advanced polymer, catalytic, environmental remediation, and controlled release applications. The Company operates the Dragon Mine located in Juab County, Utah, the only commercial source of halloysite clay in the western hemisphere. Halloysite is an aluminosilicate clay that forms naturally occurring nanotubes. Applied Minerals reported a net loss of $10.3 million in 2014, a net loss of $13.06 million in 2013 and a net loss of $9.73 million in 2012. As of Dec. 31, 2014, the Company had $18.5 million in total assets, $26 million in total liabilities, and a $7.51 million total stockholders' deficit. ARCHDIOCESE OF ST. PAUL: Has Until Nov. 30 to File Reorg. Plan -------------------------------------------------------------- Jean Hopfensperger at Star Tribune reports that the U.S. Bankruptcy Court has extended to Nov. 30, 2015, the deadline for The Archdiocese of Saint Paul and Minneapolis to file its reorganization plan. As reported by the Troubled Company Reporter on April 1, 2015, Star Tribune reported that the Archdiocese asked the Court to extend the deadline to Nov. 30, saying that it needed more time to work with insurance carriers to determine liability. "This gives us time to continue to pursue discussions with all parties. It insures that we won’t have to file something before it is fully vetted," Star Tribune quoted Richard Anderson, Esq., the attorney for the Archdiocese, as saying. About Archdiocese of St. Paul The Archdiocese of Saint Paul and Minneapolis was originally established by the Vatican in 1850 and serves a geographical area consisting of 12 greater Twin Cities metro-area counties in Minnesota, including Ramsey, Hennepin, Anoka, Carver, Chisago, Dakota, Goodhue, Le Sueur, Rice, Scott, Washington, and Wright counties. There are 187 parishes and approximately 825,000 Catholic individuals in the region. These individuals and parishes are served by 3999 priests and 173 deacons. The Archdiocese of St. Paul and Minneapolis filed for Chapter 11 protection (Bankr. D. Minn. Case No. 15-30125) in Minnesota on Jan. 16, 2015, saying it has large and growing liabilities related to child sexual abuse and that its pension obligations are underfunded. The Debtor disclosed $45,203,010 in assets and $15,890,460 in liabilities as of the Chapter 11 filing. The Debtor has tapped Briggs and Morgan, P.A., as Chapter 11 counsel; BGA Management LLC d/b/a Alliance Management as financial advisor; Lindquist & Vennum LLP as attorney. Eleven other dioceses have commenced Chapter 11 bankruptcy cases in the United States to settle claims from current and former parishioners who say they were sexually molested by priests. * * * According to the Court's docket, the Debtor's exclusivity period for filing a Chapter 11 plan and disclosure statement ends on May 18, 2015. Governmental proofs of claims are due July 15, 2015. ATHERTON FINANCIAL: Case Dismissal Hearing Continued Until May 22 ----------------------------------------------------------------- The U.S. Bankruptcy Court authorized Atherton Financial Building, LLC, to: 1. release $50,000 to Levene, Neale, Bender, Yoo & Brill L.L.P., to fund a retainer for the Chapter 11 bankruptcy case for the Debtor's affiliate, 544 San Antonio Road, LLC; and 2. use estate funds for maintaining the estate, including payment of U.S. Trustee quarterly fees, provided that a balance of not less than $3,100,000 remain in the estate from the sale proceeds, and be held by LNBYB, pending further order of the Court; and The Court also ordered that the hearing to consider dismissal of the Debtor's bankruptcy case is continued to May 22, 2015, at 2:00 p.m. At the March 18 hearing, the Court also considered the objection filed by party-in-interest BanK Sinopac Los Angeles Branch, and the new adversary proceeding commenced by SinoPac against the Debtor and other persons and entities. SinoPac, in its objection, stated that after telling the Court in the motion to dismiss that the motion would not seek to dispose of or transfer roughly $3.5 million being held by Atherton Financial Buildings, LLC. The Debtor filed a stipulation with Lucy Gao to send $3.5 million out of the estate to a total stranger third party entity with no known connection as to Atherton or the bankruptcy. The Bank holds an $2.87 million claim against Geo based on her guaranty of Liberty CMC's indebtedness to the Bank. Ms. Gao has asserted in the bankruptcy case, and has filed an adversary proceeding seeking a determination that she is the 100% of the Debtor. The stipulation provides for a structured dismissal of the Atherton bankruptcy case whereby, the Debtor will transfer (1) $50,000 to Atherton's bankruptcy counsel as a retainer to file a bankruptcy case for the Debtor's affiliate 544 San Antonio Road LLC; and (2) the balance of Atherton's funds to PA One LLC. The Bank asserted that the Court must not approve the stipulation as it gives rise to a constructive trust and a postpetition tort claim entitled to administrative expense priority. The Court must not permit the Debtor to distribute any funds until the Court determines who owns Atherton. The stipulation, according to the Debtor, provides that neither Benjamin Kirk nor Ms. Gao will receive any portion of the proceeds, all of which will be disbursed. Dismissal Motion As reported in the Troubled Company Reporter on Feb. 9, 2015, the Debtor filed its Dismissal Motion after the sale of its property for $14.3 million closed on Dec. 8, 2014, and all secured claims and tax claims have been satisfied. Pursuant to the Court's order, the Debtor's counsel is holding over $3.5 million in its client trust account pending further order of the Court. After payment of claims from escrow, the Debtor's remaining claims total $246,923. This takes into account: (1) the consensually agreed-upon amount for Hue & Cry's unsecured claim of $2,430, and (2) the outstanding balance of $0 currently owed to Travelers Casualty Insurance Company of America. The foregoing excludes the Debtor's counsel's attorneys' fees and costs, which for purposes of full disclosure, are estimated to be $25,000 over the $75,000 retainer received. The Debtor is represented by: David B. Golubchik, Esq. Jeffrey S. Kwong, Esq. LEVENE, NEALE, BENDER, YOO & BRILL L.L.P. 10250 Constellation Boulevard, Suite 1700 Los Angeles, CA 90067 Tel: (310) 229-1234 Fax: (310) 229-1244 E-mail: DBG@LNBYB.com JSK@LNBYB.COM Sinopac is represented by: Michael Gerard Fletcher, Esq. Christopher D. Crowell, Esq. FRANDZEL ROBINS BLOOM & CSATO, L.C. 6500 Wilshire Boulevard, Seventeenth Floor Los Angeles, CA 90048-4920 Tel: (323) 852-1000 Fax: (323) 651-2577 E-mail: mfletcher@frandzel.com About Atherton Financial Atherton Financial Building LLC owned a commercial building located at 1906 El Camino Real, Menlo Park, CA 94027. Atherton Financial filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 14-27223) in Los Angeles, on Sept. 9, 2014. Benjamin Kirk signed the petition as managing member of manager of Sunshine Valley LLC. The case is assigned to Judge Thomas B. Donovan. The Debtor tapped David B Golubchik, Esq., at Levene Neale Bender Rankin & Brill LLP, in Los Angeles, as counsel. The Debtor disclosed $15,001,961 in assets and $10,006,272 in liabilities as of the Chapter 11 filing. AXALTA COATINGS: Moody's Hikes Corporate Family Rating to 'B1' -------------------------------------------------------------- Moody's Investors Service upgraded the Corporate Family Rating (CFR) of Axalta Coatings Systems Ltd. to B1 from B2. In addition, Moody's upgraded the senior secured first lien revolver and term loans of Axalta's wholly owned subsidiaries -- Axalta Coatings Systems US Holdings Inc. and Axalta Coatings Systems Dutch Holdings B.B.V. -- to Ba3 from B1 and the senior unsecured notes of these entities to B3 from Caa1. The outlook is positive. These actions reflect the improved profitability and credit profile over the roughly two year period since Axalta was acquired by an affiliate of Carlyle from DuPont in February 2013. "Transition-related initiatives, cost reduction efforts, select investments and strategic refocus have facilitated recent modest volume growth, margin improvement, positive free cash flow and lower leverage, -- all of which have strengthened credit metrics since the acquisition to a level more commensurate with a B1 Corporate Family Rating," according to Joseph Princiotta, Moody's VP - Senior Analyst. Upgrades: Issuer: Axalta Coating Systems Ltd. -- Corporate Family Rating, Upgraded to B1 from B2 -- Probability of Default Rating, Upgraded to B1-PD from B2-PD Assignments: -- Speculative Grade Liquidity Rating, Assigned SGL-1 Issuer: Axalta Coating Systems Ltd. -- Outlook, Changed To Positive From Stable Upgrades: Issuer: Axalta Coating Systems Dutch Holding B B.V. -- Senior Secured Bank Credit Facility (Foreign Currency), Upgraded to Ba3, LGD3 from B1, LGD3 -- Senior Secured Bank Credit Facility (Local Currency), Upgraded to Ba3, LGD3 from B1, LGD3 -- Senior Secured Regular Bond/Debenture (Local Currency), Upgraded to Ba3, LGD3 from B1, LGD3 -- Senior Unsecured Regular Bond/Debenture (Foreign Currency), Upgraded to B3, LGD5 from Caa1, LGD5 Outlook Actions: Issuer: Axalta Coating Systems Dutch Holding B B.V. -- Outlook, Changed To Positive From Stable RATING RATIONALE The upgrade of Axalta's B1 Corporate Family Rating (CFR) reflects leading positions in its targeted end markets, strong margins in the refinish segment, highly competitive technology, geographic diversity, long and stable customer relationships, low maintenance capex requirements, and positive free cash flow. Moody's expectations for further operational improvements despite the immediate and near term fx headwinds, support Axalta's credit profile and the rationale for the higher ratings, Moody's added. Factors constraining the ratings include what is still high leverage (despite the meaningful improvements on this front), limited operating history as a standalone entity, significant exposure to the OEM automotive industry, exposure to raw material price swings (although Moody's expects this to be a modest tailwind in 2015), potential event risk from the sponsor given the covenant-lite structure, and material European (and Euro) exposure. Despite the short operating history, Axalta's track record thus far has been favorable with nearly all of the transition-related activities in the rear view mirror, including IT system conversion, strategic refocus, new investments completed or soon to be, and material margin and leverage improvements, Moody's reiterated. Since the acquisition in 2013, Axalta has improved its adjusted EBITDA margin by roughly 300 bp to 19.3% at December 2014. Moody's notes that further margin expansion is possible from reduced overhead and modest volume growth resulting from new contract wins and select market penetration into previously underserved markets. Moody's believes that Axalta is likely to experience favorable operating trends over the next several years, assuming a stable macroeconomic environment and new auto builds at a pace consistent with industry consensus of 2-3% global growth. Recently completed investments in China, and soon to be completed investments in Germany and Mexico, provide opportunity for additional volume growth, Moody's added. Positive free cash flow has allowed for some debt reduction; total debt has been cut by $215 million to $3,715 million, and leverage (including Moody's adjustments for pensions and operating leases) has declined to 4.9 from 6.7x at the time of the acquisition. Assuming a stable macro environment and the benefits from recently completed investments and contract wins, Moody's expects Axalta to generate positive FCF for further debt reduction and small bolt-on acquisitions, Moody's added. Two concurrent cost reduction initiatives are underway and target a combined savings by year end 2017 of $200 million, which should offset what is expected to be a similar amount of fixed cost inflation over this period. The company reports 2014 run-rate savings of $37 million, slightly ahead of plan, said Moody's. In 2013-2014, the company had significant one-time transition-related charges to establish its own corporate functions that were formerly provided by its parent (e.g., the information technology function) and for restructuring activities aimed at lowering SG&A. Moody's expects that additional cash costs associated with transition-related activities will approximate $95 million in 2015 before tailing off to less meaningful amounts in 2016. Axalta's liquidity profile is excellent due to the company's undrawn $400 million revolver, cash balances of roughly $382 million at year end, and projected free cash flow generation. Moody's does not expect any drawings (aside from L/Cs) on the revolver over the next 12 months. The positive outlook reflects Moody's expectation that Axalta will achieve at least modest earnings and EBITDA growth over the next two years, benefit from lower overhead as a standalone entity, and generate free cash flow for further debt reduction. The company is targeting another turn to a turn and a half improvement in net leverage to 2.5 -- 3.0 times (which roughly equates to Moody's adjusted gross leverage of 3.4 -- 3.9 x). Moody's could raise the ratings if leverage (including Moody's adjustments) were to fall sustainably below 4.0x, retained cash flow to adjusted debt were to rise above 12%, and free cash flow to adjusted debt is sustained at mid-single digit rates. A downgrade is unlikely given Moody's current view of the company and its end markets. However, negative surprises that alter the fundamentals in the auto OEM or refinish markets and result in sustainable leverage approaching 5.5x could cause Moody's to reconsider the appropriateness of the B1 rating. The Ba3 rating on the guaranteed senior secured revolving credit facility, term loans, and notes at one notch above the CFR is due to the presence of the $1.1 billion of unsecured debt in the capital structure. Similarly, the significant amount of secured debt in the capital structure notches the ratings on the Unsecured Notes down to B3. Axalta Coatings Systems Ltd. and its affiliates are legal entities formed in conjunction with the acquisition of DuPont's Performance Coatings by an affiliate of the Carlyle Group. The company is headquartered in Philadelphia, PA, with revenues in 2014 of roughly $4.4 billion. BASIC FOOD GROUP: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Basic Food Group, LLC dba Zeytinz 24 W. 40th Street New York, NY 10028 Case No.: 15-10892 Chapter 11 Petition Date: April 10, 2015 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Judge: Hon. James L. Garrity Jr. Debtor's Counsel: Rosemarie E. Matera, Esq. KURTZMAN MATERA, PC 664 Chestnut Ridge Road Spring Valley, NY 10977 Tel: (845) 352-8800 Fax: (845) 352-8865 Email: law@kmpclaw.com Total Assets: $3.29 million Total Liabilities: $1.5 million The petition was signed by Jaeho Lee, president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/nysb15-10892.pdf BEAZER HOMES: BlackRock Reports 10% Stake as of March 31 -------------------------------------------------------- BlackRock, Inc., disclosed in an amended Schedule 13G filed with the Securities and Exchange Commission that as of March 31, 2015, it beneficially owns 2,774,590 shares of common stock of Beazer Homes USA Inc., which represents 10.1 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/BThxFO About Beazer Homes Beazer Homes USA, Inc. (NYSE: BZH) -- http://www.beazer.com/-- headquartered in Atlanta, is one of the country's 10 largest single-family homebuilders with continuing operations in Arizona, California, Delaware, Florida, Georgia, Indiana, Maryland, Nevada, New Jersey, New Mexico, North Carolina, Pennsylvania, South Carolina, Tennessee, Texas, and Virginia. Beazer Homes is listed on the New York Stock Exchange under the ticker symbol "BZH." As of Dec. 31, 2014, Beazer Homes had $1.98 billion in total assets, $1.73 billion in total liabilities and $258 million in total stockholders' equity. * * * Beazer carries a 'B-' issuer credit rating, with "negative" outlook, from Standard & Poor's. In January 2013, Moody's Investors Service raised Beazer's corporate family rating to 'Caa1' from 'Caa2' and probability of default rating to 'Caa1-PD' from 'Caa2-PD'. The ratings upgrade reflects Moody's increasing confidence that Beazer's credit metrics, buoyed by a strengthening housing market, will gradually improve for at least the next two years and that the company may be able to return to a modestly profitable position as early as fiscal 2014. BOMBARDIER INC: Moody's Retains 'B1' Corporate Family Rating ------------------------------------------------------------ Moody's Investors Service raised Bombardier Inc.'s speculative grade liquidity rating to SGL-2 from SGL-3. The company's B1 Corporate Family Rating (CFR), B1-PD probability of default rating, and B1 senior unsecured ratings remain unchanged as does its negative ratings outlook. RATINGS RATIONALE The upwards revision to Bombardier's liquidity rating incorporates a net increase in liquidity of about $2.4 billion through debt and equity issues, and additional flexibility provided by amendments to the company's bank financial covenants. Bombardier's B1 CFR is driven by the company's execution challenges and our expectation that its adjusted financial leverage will remain around 8x through at least 2015. As well, Moody's believes weak order levels for new aircraft, working capital requirements in its Transportation division, and the elevated capex needed to complete the development of the CSeries and Global aircraft platforms will cause Bombardier's free cash flow consumption to approximate $1 billion in 2015. While Bombardier's recent debt transactions have further weakened its financial metrics, its liquidity has improved meaningfully. Consequently, the company has significant flexibility to absorb execution risks associated with bringing the CSeries into service, when a reduction in capital expenditures will then drive improvement in Bombardier's free cash flow. The company's significant scale and diversity, strong global market positions, natural barriers to entry and sizeable backlog levels in both its business segments favorably influence its rating. Bombardier's $4.9 billion of pro-forma cash and about $1.4 billion (equivalent) of unused revolvers at December 31, 2014 provide ample financial resources to fund an estimated $1.7 billion of free cash flow consumption through the five quarters ending March 31, 2016 while respecting minimum liquidity covenants. Bombardier recently issued $2.25 billion of debt and about $850 million (US equivalent) of common equity, of which $750 million will be used to redeem its January 2016 debt maturity. Funded debt maturities remain light through 2017, although $1.4 billion matures in 2018. Moody's expects Bombardier will maintain good headroom to its recently revised bank financial covenants, although views the covenants as cumbersome, which is a constraint on the company's SGL rating. The negative ratings outlook reflects Bombardier's high leverage as well as ongoing execution issues and ongoing cash consumptiveness. Bombardier's rating could be upgraded if (1) its CSeries aircraft successfully enters into service, leading to stronger order flow for the aircraft, (2) Moody's expect the company will produce sustainable free cash flow, and (3) Moody's expects adjusted financial leverage will reduce toward 6x. Bombardier's rating could be downgraded if (1) further delays and/or cost overruns occur with the CSeries, (2) Moody's expects the company's adjusted financial leverage to remain above 7.5x, or (3) Moody's has concerns over the adequacy of the company's liquidity. Headquartered in Montreal, Quebec, Canada, Bombardier is a globally diversified manufacturer of business and commercial jets as well as rail transportation equipment. Annual revenues total roughly $20 billion. BRIAR'S CREEK: Amends Schedules of Assets and Liabilities --------------------------------------------------------- Briar's Creek Golf, LLC, disclosed various changes to certain sections of its schedules of assets and liabilities and statement of financial affairs. The Debtor changed, among other things, with respect to Schedule F, the Members Refundable from the amount of $23,522,350 to $23,385,350 and the Patron Loans from the amount of $2,905,830 to $2,930,534. A copy of the document is available for free at http://bankrupt.com/misc/BriarsCreek_Am_SAL.pdf As reported in the Feb. 11, 2015 edition of the Troubled Company Reporter, the Debtor in the original iteration of the schedules of assets and liabilities disclosed: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property Unknown B. Personal Property $1,564,073 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $6,741,724 E. Creditors Holding Unsecured Priority Claims $129,936 F. Creditors Holding Unsecured Non-priority Claims $30,235,738 ----------- ----------- TOTAL $1,564,073 $37,107,398 A copy of the original schedules filed together with the petition is available for free at: http://bankrupt.com/misc/scb15-00712_SAL.pdf About Briar's Creek Briar's Creek Golf, LLC, sought Chapter 11 protection (Bankr. D. S.C. Case No. 15-00712) in Charleston, South Carolina, on Feb. 9, 2015. The Debtor owns The Golf Club at Briar's Creek, in Johns Island, South Carolina. The Debtor disclosed that the property's value is unknown and the property secures $6.74 million of debt. Secured creditors Edward L. Myrick Sr. and South Coast Community Bank are owed $3.89 million and $2.85 million. The Debtor is pursuing a sale of substantially all of its assets to Briar's Creek Holdings, LLC, for a purchase price of $11.3 million, which consists of $7.4 million in cash and assumption of the $3.9 million secured debt owed to Edward L. Myrick, Sr., plus assumption of the post-closing liabilities under the Debtor's executory contracts. The Hon. John E. Waites presides over the bankruptcy case. The Debtor is represented by G. William McCarthy, Jr., Esq., Daniel J. Reynolds, Jr., Esq., and W. Harrison Penn, Esq., at McCarthy Law Firm, LLC, in Columbia, South Carolina. The Debtor also filed an application to appoint Ouzts Ouzts & Company, as the Debtor's accountants, and accounting firm of Dixon Hughes to file tax returns and do other related accounting functions. The Debtor aso tapped Keen Summit as its business broker to assist in the marketing and sale of assets. BROWARD COUNTY: Moody's Confirms 'B1' Rating on Series 2006A Debt ----------------------------------------------------------------- Moody's Investors Service has confirmed the B1 the rating of Broward County, FL HFA Single Family Series 2006A and Series 2006B has been confirmed at Ca. This action, which affects $1.645 million of senior debt and $275,000 of subordinate debt, removes the ratings from review. RATING RATIONALE The rating of B1 on the Series 2006A bonds reflects the continued weak performance of the bond program as well as the likelihood of cash deficiencies in the future. The rating of Ca on the 2006B bonds reflects that the bonds are secured by a pool of second loans which has experienced extremely high levels of defaults and that there is a very high likelihood of substantial cash deficiencies in the payment of bond debt service in the future. Strengths -- High credit quality of credit enhanced mortgages which support the 2006A bonds -- Float and reserve funds are invested in a guaranteed investment contract, which provides a fixed rate of return Challenges -- Potential cash flow insufficiencies caused by structural weaknesses -- Second loan portfolio is not credit enhanced, and performance has been poor with high levels of defaults -- Performance relies on proper administration and adherence to mandatory provisions of the trust indenture and financing agreement by all parties -- Little to no additional security is available from outside the trust estate WHAT COULD MAKE THE RATING GO UP -- An upgrade of the bonds is unlikely given the weak financial position of the bonds WHAT COULD MAKE THE RATING GO DOWN -- Continued financial deterioration of the program and the expectations of higher levels of losses CACHE INC: Creditors' Panel Hires Bayard as Co-counsel ------------------------------------------------------ The Official Committee of Unsecured Creditors of Cache, Inc., et al., seek authorization from the U.S. Bankruptcy Court for the District of Delaware to retain Bayard, P.A. as co-counsel to the Committee, nunc pro tunc to Feb. 12, 2015. The Committee requires Bayard to: (a) provide legal advice where necessary with respect to the Committee's powers and duties; (b) provide substantive and strategic advice on how to accomplish the Committee's goals in connection with the prosecution of these cases, bearing in mind that the Court relies on co-counsel such as Bayard to be involved in all aspects of each bankruptcy proceeding; (c) assist and advise the Committee in its consultation with the Debtors and the UST relative to the administration of these cases; (d) assist the Committee and Otterbourg, as necessary, in the investigation of the acts, conduct, assets, liabilities and financial condition of the Debtors, the operation of the Debtors' businesses, and any other matter relevant to these cases or to the formulation of a plan or plans of reorganization; (e) provide legal advice regarding the Local Rules, practices, and procedures of this Court; (f) review, comment and prepare drafts of documents to be filed with this Court; (g) file documents as requested by Otterbourg and coordinate service of the same; (h) appear in Court and at any meeting of the U.S. Trustee, the Committee and meetings between the Committee and the Debtors; (i) monitor the case docket and coordinating with Otterbourg on matters impacting the Committee; (j) prepare, update and distribute critical dates memoranda; and (k) perform various services in connection with the administration of these cases, including, without limitation, (i) preparing certificates of no objection, certifications of counsel, notices of fee applications and hearings, and hearing binders of documents and pleadings, (ii) monitoring the docket for filings and coordinating with Otterbourg on pending matters that need responses, (iii) preparing and maintaining critical dates memoranda to monitor pending applications, motions, hearing dates and other matters and the deadlines associated with the same, and (iv) handling inquiries and calls from creditors and counsel to interested parties regarding pending matters and the general status of these cases and coordinating with Otterbourg on any necessary responses; and (l) perform all other legal services assigned by the Committee, in consultation with Otterbourg, to Bayard as co-counsel to the Committee, and to the extent the firm determines that such services fall outside of the scope of services historically or generally performed by Bayard as co-counsel in a bankruptcy proceeding, Bayard will file a supplemental declaration. Bayard has advised the Committee that Bayard's hourly rates range from $500 to $950 per hour for directors, from $350 to $450 per hour for associates, and from $240 to $295 per hour for paraprofessionals. The primary attorneys and paralegal expected to represent the Committee, and their respective hourly rates are: Scott D. Cousins $675 Evan T. Miller $425 Larry Morton (paralegal) $295 Bayard will also be reimbursed for reasonable out-of-pocket expenses incurred. Scott D. Cousins, director of Bayard, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Bayard can be reached at: Scott D. Cousins, Esq. BAYARD, P.A. 222 Delaware Avenue, Suite 900 Wilmington, DE 19801 Tel: (302) 429-4261 E-mail: scousins@bayardlaw.com About CACHE, Inc. Cache, Inc., operates 236 women's apparel specialty stores under the trade name "Cache." On Dec. 4, 2014, New York-based Cache announced that it has received an inquiry from a third party regarding a potential sale of the Company. Cache, Inc., and its two affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 15-10172) on Feb. 4, 2015. The case is assigned to Judge Mary F. Walrath. The Debtors are represented by Laura Davis Jones, Esq., Peter J. Keane, Esq., and Colin R. Robinson, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware. The Debtors' restructuring advisors is FTI Consulting Inc., while their investment banker and financial advisor is Janney Montgomery Scott LLC. Thompson Hine represents the Debtors in corporate and securities matter, while Jackson Lewis P.C. represents the Debtors in employment matters. The Debtors' communications services provider is Epiq Systems, Inc., while their noticing and claims management services provider is Kurtzman Carson Consultants. A&G Realty Partners, LLC, serves as the Debtors' real estate consultants. The Debtors had total assets of $53.7 million and total Liabilities of $51.1 million as of Sept. 27, 2014. The U.S. Trustee for Region 3 has appointed seven members to the Official Committee of Unsecured Creditors in the Debtors' case. CACHE INC: Creditors' Panel Names Capstone as Financial Advisor --------------------------------------------------------------- The Official Committee of Unsecured Creditors of Cache, Inc., et al., seek authorization from the U.S. Bankruptcy Court for the District of Delaware to retain Capstone Advisory Group, LLC ("CAG"), together with its wholly-owned subsidiary Capstone Valuation Services, LLC ("CVS," together with CAG, "Capstone"), as financial advisor to the Committee., nunc pro tunc to Feb. 12, 2015. The Committee requires Capstone to: (a) actively monitor the "going out of business" ("GOB") process to ensure the process proceeds in the most efficient manner to maximize recoveries to unsecured creditors; (b) review offers received for the Debtors' assets, on a going concern and GOB basis; (c) develop a monthly monitoring report to enable the Committee to effectively evaluate the Debtors' liquidity and wind- down activities on an ongoing basis; (d) advise and assist the Committee with respect to any debtor- in-possession financing arrangements and use of cash; (e) review cash disbursements on an on-going basis for the period subsequent to the commencement of these cases; (f) advise and assist the Committee in its analysis and monitoring of the Debtors' and non-Debtor affiliates' historical, current and projected financial affairs, including, schedules of assets and liabilities and statement of financial affairs; (g) prepare certain valuation analyses of the Debtors' and if applicable the non-Debtor affiliates' businesses and assets using various professionally accepted methodologies; (h) evaluate the Debtors' intangible asset portfolio and develop strategies to maximize returns; (i) advise and assist the Committee and counsel in reviewing and evaluating any court motions, applications, or other forms of relief filed or to be filed by the Debtors, or any other parties-in-interest; (j) attend Committee meetings and court hearings as may be required; (k) advise and assist the Committee in identifying and/or reviewing any preference payments, fraudulent conveyances, and other potential causes of action that the Debtors' estates may hold against insiders and third parties; (l) analyze intercompany and related party transactions; (m) develop strategies to maximize recoveries from the Debtors' assets and advise and assist the Committee with such strategies; (n) review and provide analysis of any bankruptcy plan and disclosure statement relating to the Debtors including, if applicable, the development and analysis of any bankruptcy plans proposed by the Committee; (o) monitor Debtors' claims management process, analyze claims, analyze guarantees, and summarize claims by entity; (p) monitor wind down of both Debtors and non-Debtor entities; (q) render such other general business consulting or assistance as the Committee or its counsel may deem necessary, consistent with the role of a financial advisor; and (r) other potential services, including: render expert testimony, issue expert reports and or litigation and forensic work that has not yet been identified but as may be requested from time to time by the Committee and its counsel. Capstone will be paid at these hourly rates: David Galfus $870 William Russo $625 Rick Wright $595 James Geraghty $250 Executive Director $625-$895 Managing Director $475-$640 Director $425-$475 Consultant $250-$375 Support Staff $125-$325 As discussed and agreed to with the Committee, for purposes of this engagement, Capstone has agreed to a 20% discount off of the standard hourly rates. Capstone will also be reimbursed for reasonable out-of-pocket expenses incurred. David E. Galfus, executive director of Capstone Advisory Group, LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Capstone can be reached at: David E. Galfus CAPSTONE ADVISORY GROUP, LLC 250 Pehle Avenue Suite 301 Saddle Brook, NJ 07663 Tel: (201) 587-7117 About CACHE, Inc. Cache, Inc., operates 236 women's apparel specialty stores under the trade name "Cache." On Dec. 4, 2014, New York-based Cache announced that it has received an inquiry from a third party regarding a potential sale of the Company. Cache, Inc., and its two affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 15-10172) on Feb. 4, 2015. The case is assigned to Judge Mary F. Walrath. The Debtors are represented by Laura Davis Jones, Esq., Peter J. Keane, Esq., and Colin R. Robinson, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware. The Debtors' restructuring advisors is FTI Consulting Inc., while their investment banker and financial advisor is Janney Montgomery Scott LLC. Thompson Hine represents the Debtors in corporate and securities matter, while Jackson Lewis P.C. represents the Debtors in employment matters. The Debtors' communications services provider is Epiq Systems, Inc., while their noticing and claims management services provider is Kurtzman Carson Consultants. A&G Realty Partners, LLC, serves as the Debtors' real estate consultants. The Debtors had total assets of $53.7 million and total Liabilities of $51.1 million as of Sept. 27, 2014. The U.S. Trustee for Region 3 has appointed seven members to the Official Committee of Unsecured Creditors in the Debtors' case. CACHE INC: Creditors' Panel Names Otterbourg as Co-counsel ---------------------------------------------------------- The Official Committee of Unsecured Creditors of Cache, Inc., et al., seek authorization from the U.S. Bankruptcy Court for the District of Delaware to retain Otterbourg P.C. as co-counsel to the Committee, nunc pro tunc to Feb. 12, 2015. The professional services that Otterbourg expects to render to the Committee include, but shall not be limited to, the following: (a) assist and advise the Committee in its consultation with the Debtors relative to the administration of these cases; (b) attend meetings and negotiate with the representatives of the Debtors and other parties in interest; (c) assist and advise the Committee in its examination and analysis of the conduct of the Debtors' affairs; (d) take all necessary action to protect and preserve the interests of the Committee, including (i) possible prosecution of actions on its behalf, (ii) if appropriate, negotiations concerning all litigation in which the Debtors are involved, and (iii) if appropriate, review and analysis of claims filed against the Debtors' estates; (e) generally prepare on behalf of the Committee all necessary motions, applications, answers, orders, reports and papers in support of positions taken by the Committee; (f) appear, as appropriate, before this Court, the Appellate Courts, and the U.S. Trustee, and to protect the interests of the Committee before those courts and before the United States Trustee; and (g) perform all other necessary legal services in these cases. Otterbourg will be paid at these hourly rates: David M. Posner $880 Jenette A. Barrow-Bosshart $835 Jessica M. Ward $595 Gianfranco Finizio $450 Partners/Counsel $595-$990 Associates $275-$665 Paralegals $260-$265 Otterbourg will also be reimbursed for reasonable out-of-pocket expenses incurred. David M. Posner, member Otterbourg, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Otterbourg can be reached at: David M. Posner, Esq. OTTERBOURG P.C. 230 Park Avenue New York, NY 10169-0075 Tel: (212) 661-9100 Fax: (212) 682-6104 E-mail: dposner@otterbourg.com About CACHE, Inc. Cache, Inc., operates 236 women's apparel specialty stores under the trade name "Cache." On Dec. 4, 2014, New York-based Cache announced that it has received an inquiry from a third party regarding a potential sale of the Company. Cache, Inc., and its two affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 15-10172) on Feb. 4, 2015. The case is assigned to Judge Mary F. Walrath. The Debtors are represented by Laura Davis Jones, Esq., Peter J. Keane, Esq., and Colin R. Robinson, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware. The Debtors' restructuring advisors is FTI Consulting Inc., while their investment banker and financial advisor is Janney Montgomery Scott LLC. Thompson Hine represents the Debtors in corporate and securities matter, while Jackson Lewis P.C. represents the Debtors in employment matters. The Debtors' communications services provider is Epiq Systems, Inc., while their noticing and claims management services provider is Kurtzman Carson Consultants. A&G Realty Partners, LLC, serves as the Debtors' real estate consultants. The Debtors had total assets of $53.7 million and total Liabilities of $51.1 million as of Sept. 27, 2014. The U.S. Trustee for Region 3 has appointed seven members to the Official Committee of Unsecured Creditors in the Debtors' case. CAESARS ENTERTAINMENT: Debt Battle Escalates w/ Credit Suisse Suit ------------------------------------------------------------------ Law360 reported that the infighting among bankrupt Caesars Entertainment Operating Corp.'s creditors escalated, as first-lien creditor Credit Suisse AG sued second-lien foes in New York Supreme Court over multi-state legal maneuverings allegedly taken to get ahead in line for payouts. According to the report, plaintiff Credit Suisse AG Cayman Islands Branch said that under a December 2008 intercreditor agreement covering $1.06 billion worth of bonds, second-lien debtholders like Appaloosa Investment LP, Centerbridge Credit Partners Master LP and Oaktree FF Investment Fund LP have attempted to take assets and payouts that didn't rightfully belong to them. About Caesars Entertainment Caesars Entertainment Corp., formerly Harrah's Entertainment Inc., 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. In January 2015, Caesars Entertainment and subsidiary Caesars Entertainment Operating Company, Inc., 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. Appaloosa Investment Limited, et al., owed $41 million on account of 10% second lien notes in the company, filed an involuntary Chapter 11 bankruptcy petition against CEOC (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. 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. Delaware Bankruptcy Judge Kevin Gross entered a ruling that the bankruptcy proceedings will proceed in the U.S. Bankruptcy Court for the Northern District of Illinois. 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. The U.S. Trustee has appointed seven noteholders to serve in the Official Committee of Second Priority Noteholders and nine members to serve in the Official Unsecured Creditors' Committee. The U.S. Trustee appointed Richard S. Davis as Chapter 11 examiner. CAESARS ENTERTAINMENT: Examiner Seeks to Employ Winston & Strawn ---------------------------------------------------------------- Law360 reported that the court-appointed examiner in charge of investigating Caesars Entertainment Operating Co.'s prebankruptcy dealing with its parent company asked the Illinois judge in charge of the company's bankruptcy proceedings to let him hire Winston & Strawn LLP and Luskin Stern & Eisler LLP. According to the report, former assistant Watergate prosecutor Richard J. Davis says he wants Winston & Strawn to assist in his probe of CEOC's activity amid widespread creditor allegations that it had been plundered of its worth in the name of protecting private equity owners Apollo Global Management LLC and TPG Capital, which bought out parent Caesars Entertainment Corp. in a $31 billion deal in 2008. In two motions seeking an emergency hearing on the requests, Davis wrote that he has been working with the firms since he was appointed on March 25 and that Luskin would potentially be his special conflicts counsel, the report related. About Caesars Entertainment Caesars Entertainment Corp., formerly Harrah's Entertainment Inc., 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. In January 2015, Caesars Entertainment and subsidiary Caesars Entertainment Operating Company, Inc., 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. Appaloosa Investment Limited, et al., owed $41 million on account of 10% second lien notes in the company, filed an involuntary Chapter 11 bankruptcy petition against CEOC (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. 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. Delaware Bankruptcy Judge Kevin Gross entered a ruling that the bankruptcy proceedings will proceed in the U.S. Bankruptcy Court for the Northern District of Illinois. 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. The U.S. Trustee has appointed seven noteholders to serve in the Official Committee of Second Priority Noteholders and nine members to serve in the Official Unsecured Creditors' Committee. The U.S. Trustee appointed Richard S. Davis as Chapter 11 examiner. CAESARS ENTERTAINMENT: Hearing on Involuntary Petition on April 29 ------------------------------------------------------------------ Kelsey Butler, writing for TheStreet, reports that the Hon. A. Benjamin Goldgar of the U.S. Bankruptcy Court for the Northern District of Illinois will hold on April 29, 2015, a hearing to consider an involuntary bankruptcy petition filed by certain junior lenders of Caesars Entertainment Operating Company, Inc. The official Committee of Unsecured Creditors said in court documents, "To carry out its statutory duties to its estate, CEOC must consent to the involuntary petition and thereby preserve the estate's ability to avoid the lien it granted against cash less than 90 days before the filing of the involuntary petition. If it does not, CEOC's estate loses approximately $200 [million to] $500 million in cash that is otherwise available for the benefit of unsecured claim holders . . . . CEOC recognizes the likely reason the involuntary petitioners filed the involuntary petition is 'to preserve potential preference claims related to liens on certain cash that CEOC perfected in mid-October.' Incredibly, CEOC never explains why its statutory duties to preserve such preference claims for the benefit of its estate should be ignored, although, CEOC is clearly acting under the control of its shareholders who get released and receive favorable settlements of their affiliates' avoidance action liabilities" if a Chapter 11 plan based on a restructuring support agreement is confirmed. "CEOC is neither allowed, nor empowered, to waive that defense in its voluntary Chapter 11 case. CEOC does not have the right or power to discard its preference claim unless the Court grants approval, which would be unwarranted here. To add insult to injury, CEOC is retaining its right to claim it is using unencumbered cash to pay for its attempt to forfeit its avoidance action that would create more unencumbered cash," TheStreet quoted the Committee as saying. About Caesars Entertainment Caesars Entertainment Corp., formerly Harrah's Entertainment Inc., 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. In January 2015, Caesars Entertainment and subsidiary Caesars Entertainment Operating Company, Inc., 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. Appaloosa Investment Limited, et al., owed $41 million on account of 10% second lien notes in the company, filed an involuntary Chapter 11 bankruptcy petition against CEOC (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. 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. Delaware Bankruptcy Judge Kevin Gross entered a ruling that the bankruptcy proceedings will proceed in the U.S. Bankruptcy Court for the Northern District of Illinois. 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. The U.S. Trustee has appointed seven noteholders to serve in the Official Committee of Second Priority Noteholders and nine members to serve in the Official Unsecured Creditors' Committee. The U.S. Trustee appointed Richard S. Davis as Chapter 11 examiner. CAESARS ENTERTAINMENT: Panels Wants Co. to Agree to Jan. 12 Filing ------------------------------------------------------------------ Caesars Entertainment Operating Company's statutory unsecured claimholders' committee filed with the U.S. Bankruptcy Court a motion to compel the Debtors to consent to the Jan. 12, 2015 involuntary Chapter 11 petition, and then invalidate a lien on $468 million in cash, various news sources reported. BankruptcyData reported that the motion to compel explains, "To carry out its statutory duties to its estate, CEOC must consent to the Involuntary Petition and thereby preserve the estate's ability to avoid the lien it granted against cash less than 90 days before the filing of the Involuntary Petition. If it does not, CEOC's estate loses approximately $200-$500 million in cash that is otherwise available for the benefit of unsecured claimholders. CEOC recognizes the likely reason the Involuntary Petitioners filed the Involuntary Petition is 'to preserve potential preference claims related to liens on certain cash that CEOC perfected in mid-October.' Incredibly, CEOC never explains why its statutory duties to preserve such preference claims for the benefit of its estate should be ignored, although, CEOC is clearly acting under the control of its shareholders who get released and receive favorable settlements of their affiliates' avoidance action liabilities if the RSA chapter 11 plan is confirmed....CEOC is neither allowed, nor empowered, to waive that defense in its voluntary chapter 11 case. CEOC does not have the right or power to discard its preference claim unless the Court grants approval, which would be unwarranted here. To add insult to injury, CEOC is retaining its right to claim it is using unencumbered cash to pay for its attempt to forfeit its avoidance action that would create more unencumbered cash." Bill Rochelle, a bankruptcy columnist for Bloomberg News, reported that the Committee said that if the official start date is Jan. 12, a lien given on bank accounts for the first time on Oct. 16 can be voided as a so-called preference and that voiding the lien frees up $468 million toward payment for unsecured creditors. According to Mr. Rochelle, picking between the two days in January entails several legal issues, like whether property of the bankrupt estate include Caesars' decision to consent to the Jan. 12 date and what the standard to decide whether rejecting Jan. 12 is a proper business decision is? Mr. Rochelle also noted that using the earlier start date would also be a first major step on the road to reversing transactions in 2014 where lower-ranking creditors claim that the non-bankrupt Caesars parent transferred businesses to other entities, making them unavailable to unsecured creditors in bankruptcy. About Caesars Entertainment Caesars Entertainment Corp., formerly Harrah's Entertainment Inc., 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. In January 2015, Caesars Entertainment and subsidiary Caesars Entertainment Operating Company, Inc., 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. Appaloosa Investment Limited, et al., owed $41 million on account of 10% second lien notes in the company, filed an involuntary Chapter 11 bankruptcy petition against CEOC (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. 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. Delaware Bankruptcy Judge Kevin Gross entered a ruling that the bankruptcy proceedings will proceed in the U.S. Bankruptcy Court for the Northern District of Illinois. 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. The U.S. Trustee has appointed seven noteholders to serve in the Official Committee of Second Priority Noteholders and nine members to serve in the Official Unsecured Creditors' Committee. The U.S. Trustee appointed Richard S. Davis as Chapter 11 examiner. CAESARS ENTERTAINMENT: U.S. Trustee Wants Fee Committee Appointed ----------------------------------------------------------------- Law360 reported that the U.S. Trustee for Caesars Entertainment Operating Corp.'s highly contentious bankruptcy proceedings asked a judge to approve the appointment of a fee committee with an independent member. According to the report, U.S. Trustee Patrick Layng, through his counsel, Roman Sukley, said it would be best to have the committee, and says key parties have agreed to it. About Caesars Entertainment Caesars Entertainment Corp., formerly Harrah's Entertainment Inc., 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. In January 2015, Caesars Entertainment and subsidiary Caesars Entertainment Operating Company, Inc., 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. Appaloosa Investment Limited, et al., owed $41 million on account of 10% second lien notes in the company, filed an involuntary Chapter 11 bankruptcy petition against CEOC (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. 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. Delaware Bankruptcy Judge Kevin Gross entered a ruling that the bankruptcy proceedings will proceed in the U.S. Bankruptcy Court for the Northern District of Illinois. 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. The U.S. Trustee has appointed seven noteholders to serve in the Official Committee of Second Priority Noteholders and nine members to serve in the Official Unsecured Creditors' Committee. The U.S. Trustee appointed Richard S. Davis as Chapter 11 examiner. CAL DIVE: Counsel Assures No Representation to Parties-In-Interest ------------------------------------------------------------------ Michael J. Merchant, attorney at Richards Layton & Finger, P.A., as counsel for Cal Dive International, Inc., et al., submitted to the U.S. Bankruptcy Court a supplemental declaration in connection with the supplemental conflict check. Mr. Merchant said that he was aware that certain client of R&F, former clients of RL&F or affiliates may be parties-in-interest in the Chapter 11 cases. He noted that he filed supplemental list of clients and affiliates that may be parties-in-interest. Mr. Merchant told the Court that in any event, RL&F will not represent any supplemental potential party-in-interest in any facet of the cases. Mr. Merchant can be reached at: RICHARDS, LAYTON & FINGER, P.A. One Rodney Square 920 North King Street Wilmington, DE 19801 Tel: (302) 651-7700 Fax: (302) 651-7701 About Cal Dive International Cal Dive International, Inc., headquartered in Houston, Texas, is a marine contractor that provides manned diving, pipelay and pipe burial, platform installation and salvage, and light well intervention services to the offshore oil and natural gas industry on the Gulf of Mexico OCS, Northeastern U.S., Latin America, Southeast Asia, China, Australia, West Africa, the Middle East, and Europe, with a diversified fleet of dive support vessels and construction barges. Cal Dive had decided not to pay $2.2 million in interest due Jan. 15, 2015, on its 5.00% convertible senior notes due 2017. Cal Dive and its U.S. subsidiaries filed simultaneous voluntary petitions (Bankr. D. Del. Lead Case No. 15-10458) on March 3, 2015. Through the Chapter 11 process, the Company intends to sell non-core assets and intends to reorganize or sell as a going concern its core subsea contracting business. Cal Dive disclosed total assets of $571 million and total debt of $411 million as of Sept. 30, 2015. The Debtors tapped Richards, Layton & Finger, P.A., as counsel, O'Melveny & Myers LLP, as co-counsel; and Kurtzman Carson Consultants, LLC, as claims and noticing agent. The Debtors also tapped Carl Marks Advisory Group LLC as crisis managers and appoint F. Duffield Meyercord as chief restructuring officer. Through the Chapter 11 process, the Company will sell non-core assets and intends to reorganize or sell as a going concern its core subsea contracting business. The U.S. Trustee for Region 3 formed a five-member committee of unsecured creditors. CAL DIVE: Gets Final Approval to Continue Retention Plan -------------------------------------------------------- Bankruptcy Judge Christopher S. Sontchi authorized, on a final basis, Cal Dive International, Inc., et al., to continue their employee retention plan in the ordinary course of business on a postpetition basis. On March 26, the Debtors told the Court that it has not received any objection or any other responsive pleading with respect to the motion by the March 23, 2015 deadline. About Cal Dive International Cal Dive International, Inc., headquartered in Houston, Texas, is a marine contractor that provides manned diving, pipelay and pipe burial, platform installation and salvage, and light well intervention services to the offshore oil and natural gas industry on the Gulf of Mexico OCS, Northeastern U.S., Latin America, Southeast Asia, China, Australia, West Africa, the Middle East, and Europe, with a diversified fleet of dive support vessels and construction barges. Cal Dive had decided not to pay $2.2 million in interest due Jan. 15, 2015, on its 5.00% convertible senior notes due 2017. Cal Dive and its U.S. subsidiaries filed simultaneous voluntary petitions (Bankr. D. Del. Lead Case No. 15-10458) on March 3, 2015. Through the Chapter 11 process, the Company intends to sell non-core assets and intends to reorganize or sell as a going concern its core subsea contracting business. Cal Dive disclosed total assets of $571 million and total debt of $411 million as of Sept. 30, 2015. The Debtors tapped Richards, Layton & Finger, P.A., as counsel, O'Melveny & Myers LLP, as co-counsel; and Kurtzman Carson Consultants, LLC, as claims and noticing agent. The Debtors also tapped Carl Marks Advisory Group LLC as crisis managers and appoint F. Duffield Meyercord as chief restructuring officer. Through the Chapter 11 process, the Company will sell non-core assets and intends to reorganize or sell as a going concern its core subsea contracting business. The U.S. Trustee for Region 3 formed a five-member committee of unsecured creditors. CAL DIVE: Has Until May 17 to File Schedules and Statements ----------------------------------------------------------- The Bankruptcy Court extended until May 17, 2015, Cal Dive International Inc., et al.'s time to file schedules and statements, schedules of current income and current expenditures, schedules of executory contracts and unexpired leases, statements of financial affairs, and periodic reports required pursuant to Bankruptcy Rule 2015.3(a). The Debtors on March 26, 2015, filed a certificate of no objection regarding its motion for schedules filing extension. As reported in the Troubled Company Reporter on March 17, 2015, the Debtors said submitted that under the circumstances of their Chapter 11 cases, sufficient cause exists to extend the deadline to file their schedules and statements. Completing the schedules and statements requires the expenditure of considerable time and effort by their employees and advisors to collect, review and assemble copious amounts of information. According to the Debtors, before the Petition Date, they focused primarily on preparing the necessary pleadings to commence these cases and engaging in extensive negotiations with their lenders and other parties-in-interest. Given the amount of work entailed in completing their schedules and statements, and the competing demands upon their personnel to address critical operational matters during the initial postpetition period, they will not be in a position to properly and accurately complete the schedules and statements within the required 30-day period. About Cal Dive International Cal Dive International, Inc., headquartered in Houston, Texas, is a marine contractor that provides manned diving, pipelay and pipe burial, platform installation and salvage, and light well intervention services to the offshore oil and natural gas industry on the Gulf of Mexico OCS, Northeastern U.S., Latin America, Southeast Asia, China, Australia, West Africa, the Middle East, and Europe, with a diversified fleet of dive support vessels and construction barges. Cal Dive had decided not to pay $2.2 million in interest due Jan. 15, 2015, on its 5.00% convertible senior notes due 2017. Cal Dive and its U.S. subsidiaries filed simultaneous voluntary petitions (Bankr. D. Del. Lead Case No. 15-10458) on March 3, 2015. Through the Chapter 11 process, the Company intends to sell non-core assets and intends to reorganize or sell as a going concern its core subsea contracting business. Cal Dive disclosed total assets of $571 million and total debt of $411 million as of Sept. 30, 2015. The Debtors tapped Richards, Layton & Finger, P.A., as counsel, O'Melveny & Myers LLP, as co-counsel; and Kurtzman Carson Consultants, LLC, as claims and noticing agent. The Debtors also tapped Carl Marks Advisory Group LLC as crisis managers and appoint F. Duffield Meyercord as chief restructuring officer. Through the Chapter 11 process, the Company will sell non-core assets and intends to reorganize or sell as a going concern its core subsea contracting business. The U.S. Trustee for Region 3 formed a five-member committee of unsecured creditors. CAL DIVE: Huber Capital Reports 14.3% Stake as of March 31 ---------------------------------------------------------- Huber Capital Management, LLC disclosed in an amended Schedule 13G filed with the Securities and Exchange Commission that as of March 31, 2015, it beneficially owns 14,136,631 shares of common stock of Cal Dive International Inc., which represents 14.34 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/un9wB0 About Cal Dive International Cal Dive International, Inc., headquartered in Houston, Texas, is a marine contractor that provides manned diving, pipelay and pipe burial, platform installation and salvage, and light well intervention services to the offshore oil and natural gas industry on the Gulf of Mexico OCS, Northeastern U.S., Latin America, Southeast Asia, China, Australia, West Africa, the Middle East, and Europe, with a diversified fleet of dive support vessels and construction barges. Cal Dive had decided not to pay $2.2 million in interest due Jan. 15, 2015, on its 5.00% convertible senior notes due 2017. Cal Dive and its U.S. subsidiaries filed simultaneous voluntary petitions (Bankr. D. Del. Lead Case No. 15-10458) on March 3, 2015. Through the Chapter 11 process, the Company intends to sell non-core assets and intends to reorganize or sell as a going concern its core subsea contracting business. Cal Dive disclosed total assets of $571 million and total debt of $411 million as of Sept. 30, 2015. The Debtors tapped Richards, Layton & Finger, P.A., as counsel, O'Melveny & Myers LLP, as co-counsel; and Kurtzman Carson Consultants, LLC, as claims and noticing agent. The Debtors also tapped Carl Marks Advisory Group LLC as crisis managers and appoint F. Duffield Meyercord as chief restructuring officer. The U.S. Trustee for Region 3 formed a five-member committee of unsecured creditors in the Chapter 11 case of Cal Dive International, Inc. CAL DIVE: Proposes Jones Walker as Corporate Counsel ---------------------------------------------------- Cal Dive International, Inc., and its affiliated debtors filed with the U.S. Bankruptcy Court for the District of Delaware an application to employ Jones Walker LLP as corporate counsel in their Chapter 11 cases, effective nunc pro tunc to the Petition Date. Walker has served as the Debtors' outside general counsel for eight years. As outside general counsel, Jones Walker has advised the Debtors on various corporate, litigation, transactional, investigatory, and general advisory matters. The Debtors will continue to need Jones Walker's services in connection with certain non-bankruptcy matters during these Chapter 11 cases. Indeed, it would be difficult and costly for the Debtors to replace Jones Walker with substitute counsel for these matters, and the Debtors believe that any substitute counsel would not be as effective or valuable to the Debtors as counsel on these matters. The Debtors anticipate that, in the Chapter 11 cases, the professional services that Jones Walker will render to the Debtors may include: advising on compliance and reporting obligations under federal securities laws, providing general corporate advice, advising on issues of maritime law, and assisting in consummating certain transactions that may arise out of the bankruptcy, such as sales of assets or businesses or similar type transactions. Jones Walker intends to apply to the Court for allowance of compensation and reimbursement of out-of-pocket expenses incurred after the Petition Date in connection with the Debtors' Chapter 11 cases on an hourly basis, subject to Court approval and in accordance with the applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, and any other applicable procedures or orders of the Court. Jones Walker's current hourly rates for matters related to its representation of the Debtors are expected to be within these ranges: $300 to $500 for partners, $225 to $275 for associates, and $125 for paralegals. According to Jones Walker's books and records for the 90-day period prior to the Petition Date, Jones Walker has received payment from the Debtors of $417,000 on account of invoices for legal services performed and expenses incurred in connection therewith. Jones Walker was owed $7,103 on the Petition Date. Jones Walker does not propose to waive or reduce its claim against the Debtors in the Chapter 11 cases, but the Debtors do not believe that the claim is an interest adverse to the Debtors in respect of the matters for which Jones Walker seeks to represent the Debtors in these chapter 11 cases such that it should limit or otherwise impair Jones Walker's ability to perform the representation. On or before Feb. 27, 2015, Jones Walker received a $100,000 retainer from the Debtors. As of the Petition Date, the balance of the retainer was $66,377. Curtis R. Hearn, a partner at the firm, attests that Jones Walker is a "disinterested person," as that term is defined in Section 101(14) of the Bankruptcy Code, as modified by Section 1107(b). Consistent with the U.S. Trustee Guidelines, Mr. Hearn provided these information: a) Jones Walker did not agree to a variation of its standard or customary billing arrangements for this engagement; b) None of Jones Walker's professionals included in this engagement have varied their rate based on the geographic location of the Chapter 11 cases; c) Jones Walker represented the Debtors for eight years prior to the Petition Date. The billing rates and material financial terms in connection with such representation have not changed postpetition, other than due to annual and customary firm-wide adjustments to Jones Walker's hourly rates in the ordinary course of Jones Walker's business; and d) Jones Walker will consult with the Debtors and agree upon an approved budget and staffing plan for Jones Walker's engagement for the period from the Petition Date through June 1, 2015. Consistent with the U.S. Trustee Guidelines, the budget may be amended as necessary to reflect changed or unanticipated developments. About Cal Dive International Cal Dive International, Inc., headquartered in Houston, Texas, is a marine contractor that provides manned diving, pipelay and pipe burial, platform installation and salvage, and light well intervention services to the offshore oil and natural gas industry on the Gulf of Mexico OCS, Northeastern U.S., Latin America, Southeast Asia, China, Australia, West Africa, the Middle East, and Europe, with a diversified fleet of dive support vessels and construction barges. Cal Dive had decided not to pay $2.2 million in interest due Jan. 15, 2015, on its 5.00% convertible senior notes due 2017. Cal Dive and its U.S. subsidiaries filed simultaneous voluntary petitions (Bankr. D. Del. Lead Case No. 15-10458) on March 3, 2015. Through the Chapter 11 process, the Company intends to sell non-core assets and intends to reorganize or sell as a going concern its core subsea contracting business. Cal Dive disclosed total assets of $571 million and total debt of $411 million as of Sept. 30, 2015. The Debtors tapped Richards, Layton & Finger, P.A., as counsel, O'Melveny & Myers LLP, as co-counsel; and Kurtzman Carson Consultants, LLC, as claims and noticing agent. The Debtors also tapped Carl Marks Advisory Group LLC as crisis managers and appoint F. Duffield Meyercord as chief restructuring officer. The U.S. Trustee for Region 3 formed a five-member committee of unsecured creditors in the Chapter 11 case of Cal Dive International, Inc. CAL DIVE: Seeks Approval for KCC as Administrative Agent -------------------------------------------------------- Cal Dive International, Inc., and its affiliated debtors seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ Kurtzman Carson Consultants LLC as the administrative agent in their Chapter 11 cases, effective nunc pro tunc to the Petition Date. On March 6, 2015, the Court entered an order authorizing the Debtors to employ and retain KCC as the claims and noticing agent in these chapter 11 cases, under 28 U.S.C. Sec. 156(c), 11 U.S.C. Sec. 105(a), and Local Rule 2002-1(f) (the "Section 156(c) Order"). The Debtors believe that administration of the Chapter 11 cases will require KCC to perform duties outside the scope of the Section 156(c) Order. As the administrative agent, KCC will provide these bankruptcy administrator services: (i) assist with solicitation, balloting and tabulation of votes in connection with any chapter 11 plan proposed, and in connection with such services, processing requests for documents from any parties in interest; (ii) prepare the certification of votes of any proposed chapter 11 plan submitted in connection with these chapter 11 cases in accordance with any solicitation order to be issued by the Court and testifying in support of such certification; (iii) attend related hearings, as may be requested by the Debtors or their counsel; (iv) manage any distribution pursuant to any confirmed plan prior to the effective date of such plan; (v) prepare fee applications for Professional Services in accordance with any required procedures approved by the Court; (vi) provide a confidential data room, if requested; (vii) provide strategic communications consultant services, including advising on, among other things, press releases, public filings with the Securities and Exchange Commission, and internal communications; and (viii) perform other administrative services as may be requested by the Debtors that are not otherwise allowed under the order approving the Section 156(c) Application. The Debtors will pay KCC at these hourly rates: Director/Senior Managing Consultant $175 Consultant/Senior Consultant $70-$160 Project Specialist $50-$95 Technology/Programming Consultant $45-$85 Clerical $25-$45 Solicitation Lead/Securities Director $215 Senior Securities Consultant $200 The firm will also be reimbursed for any necessary out-of-pocket expenses. Evan Gershbein, the Senior Vice President of Corporate Restructuring Services of Kurtzman Carson Consultants LLC, assures the Court that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors or their estates. * * * Amanda R. Steele, Esq., at Richards, Layton & Finger, P.A., certified that no answer, objection or other responsive pleading to the application has appeared on the Court's docket in the Chapter 11 cases. About Cal Dive International Cal Dive International, Inc., headquartered in Houston, Texas, is a marine contractor that provides manned diving, pipelay and pipe burial, platform installation and salvage, and light well intervention services to the offshore oil and natural gas industry on the Gulf of Mexico OCS, Northeastern U.S., Latin America, Southeast Asia, China, Australia, West Africa, the Middle East, and Europe, with a diversified fleet of dive support vessels and construction barges. Cal Dive had decided not to pay $2.2 million in interest due Jan. 15, 2015, on its 5.00% convertible senior notes due 2017. Cal Dive and its U.S. subsidiaries filed simultaneous voluntary petitions (Bankr. D. Del. Lead Case No. 15-10458) on March 3, 2015. Through the Chapter 11 process, the Company intends to sell non-core assets and intends to reorganize or sell as a going concern its core subsea contracting business. Cal Dive disclosed total assets of $571 million and total debt of $411 million as of Sept. 30, 2015. The Debtors tapped Richards, Layton & Finger, P.A., as counsel, O'Melveny & Myers LLP, as co-counsel; and Kurtzman Carson Consultants, LLC, as claims and noticing agent. The Debtors also tapped Carl Marks Advisory Group LLC as crisis managers and appoint F. Duffield Meyercord as chief restructuring officer. The U.S. Trustee for Region 3 formed a five-member committee of unsecured creditors in the Chapter 11 case of Cal Dive International, Inc. CHASSIX HOLDINGS: Gets Approval to Access $250M in DIP Financing ---------------------------------------------------------------- Chassix Holdings, Inc., on April 10, 2015, disclosed that the Company and its U.S. subsidiaries have received approval from the United States Bankruptcy Court for the Southern District of New York to access the full amount its $250 million in committed debtor-in-possession ("DIP") financing. The Company had previously received interim approval from the Court to access up to $205 million of the DIP financing. The Court also granted final approval for several other orders that, among other things, enable Chassix to continue normal business operations. "With the Court's approval of our $250 million DIP financing, Chassix now has access to $45 million of additional liquidity that will help ensure that business operations continue in the ordinary course," said Mark Allan, Chassix Chief Executive Officer. "Throughout this process, we remain fully committed to continuing to provide our customers with high-quality products and services without interruption, and we deeply value their ongoing support. This progress would not be possible without the dedication of our employees, who continue to work hard every day." As previously announced, on March 12, 2015, Chassix and its U.S. subsidiaries voluntarily filed for relief under Chapter 11 of the United States Bankruptcy Code to implement a pre-negotiated financial restructuring plan. The plan, which has received support from 80% of its unsecured bondholders and 71.5% of its senior secured bondholders, its existing sponsor, and all of its largest customers, is intended to enhance the Company's financial strength and position it to move forward as a robust, well-capitalized global automotive supplier. Chassix's operations outside the United States are not included in the Chapter 11 proceedings. The Court has set a hearing date of April 23, 2015 to consider approval of the Company's Disclosure Statement. Additional information regarding Chassix's restructuring is available at www.chassix.com Court filings and information about the claims process are available at https://cases.primeclerk.com/chassix or by calling Chassix's claims agent, Prime Clerk, at 844-224-1137 (or 917-962-8896 for international calls). Weil, Gotshal & Manges LLP is serving as legal counsel and Lazard Freres & Co. LLC is serving as financial advisor to Chassix. FTI Consulting is providing interim management services to Chassix, including operational evaluation, business plan development and strategy implementation. About Chassix Holdings Chassix is a global manufacturer and supplier of aluminum and iron chassis sub-frame components and powertrain products with both casting and machining capabilities. Based in Southfield, Michigan, Chassix and its subsidiaries operate 23 manufacturing facilities across six countries, providing safety critical automotive components, having content on approximately 64% of the largest platforms in North America. Their product mix maintains an even balance among trucks, minivans and SUVs, as well as small and medium size cars and cross-over vehicles. For the twelve months ended Dec. 31, 2014, the Debtors generated $1.37 billion in revenue on a consolidated basis. As of Dec. 31, 2014, the Debtors had $833 million in assets and $784 million in liabilities on a consolidated basis. Chassix Holdings, Inc., et al., sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 15-10578) in Manhattan on March 12, 2015, with a Chapter 11 plan that was negotiated with lenders and customers. Chassix Holdings estimated $500 million to $1 billion in assets and debt. The Debtors have tapped Weil, Gotshal & Manges LLP, as attorneys; Lazard Freres & Co, LLC, as investment banker; FTI Consulting, Inc. to provide an interim CFO and additional restructuring services; and Prime Clerk LLC, as claims and noticing agent. CHASSIX HOLDINGS: Seeks to Pay $2.3-Mil. to Essential Employees --------------------------------------------------------------- BankruptcyData reported that Chassix Holdings filed with the U.S. Bankruptcy Court a motion for entry of an order approving implementation of a key employee retention plan (KERP) for certain non-insider employees. According to BData, the motion explains, "Between October 2014 and February 2015, the Debtors identified sixty-nine essential employees (the 'Key Employees'), each of whom possesses specialized and/or technical expertise in the automotive industry, institutional know-how, and/or supervisory responsibilities over the Debtors' day-today operations....In exchange for entering into letter agreements (collectively, the 'KERP Agreements') with the Debtors, each of the Key Employees will receive retention payments (the 'KERP Payments') in amounts ranging from 17% and 46% of their annual base salary over a seven to ten month retention period (the 'Retention Period') for as long as they remained employed by the Debtors. The average payout per employee is approximately 29.8% of base salary. In the aggregate, the approved KERP Payments total approximately $2,324,000, with the average payment per individual totaling approximately $34,000....The total cost of the KERP is approximately $2.3 million plus approximately $48,000 of the remaining amount in the Debtors' discretionary restructuring bonus pool." The Court scheduled an April 23, 2014 hearing on the KERP motion, the BData report related. About Chassix Holdings Chassix is a global manufacturer and supplier of aluminum and iron chassis sub-frame components and powertrain products with both casting and machining capabilities. Based in Southfield, Michigan, Chassix and its subsidiaries operate 23 manufacturing facilities across six countries, providing safety critical automotive components, having content on approximately 64% of the largest platforms in North America. Their product mix maintains an even balance among trucks, minivans and SUVs, as well as small and medium size cars and cross-over vehicles. For the twelve months ended Dec. 31, 2014, the Debtors generated $1.37 billion in revenue on a consolidated basis. As of Dec. 31, 2014, the Debtors had $833 million in assets and $784 million in liabilities on a consolidated basis. Chassix Holdings, Inc., et al., sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 15-10578) in Manhattan on March 12, 2015, with a Chapter 11 plan that was negotiated with lenders and customers. Chassix Holdings estimated $500 million to $1 billion in assets and debt. The Debtors have tapped Weil, Gotshal & Manges LLP, as attorneys; Lazard Freres & Co, LLC, as investment banker; FTI Consulting, Inc. to provide an interim CFO and additional restructuring services; and Prime Clerk LLC, as claims and noticing agent. CICERO INC: Bruce Hasenyager Quits as Director ---------------------------------------------- Bruce Hasenyager notified Cicero Inc. of his resignation from the Company's Board of Directors, effective April 7, 2015, according to a Form 8-K filed with the Securities and Exchange Commission. About Cicero Inc. Cary, N.C.-based Cicero, Inc., provides business integration software solutions and also provides technical support, training and consulting services as part of its commitment to providing customers with industry-leading solutions. The Company focuses on the customer experience management market with emphasis on desktop integration and business process automation with its Cicero XM(TM) products. Cicero XM enables the flow of data between different applications, regardless of the type and source of the application, eliminating redundant entry and costly mistakes. The Company has extended the maturity dates of several debt obligations that were due in 2011 to 2012, to assist with liquidity and may attempt to extend these maturities again if necessary. Despite the recent additions of several new clients, the Company continues to struggle to gain additional sources of liquidity on terms that are acceptable to the Company. Cicero reported a net loss applicable to common stockholders of $4.05 million on $1.9 million of total operating revenue for the year ended Dec. 31, 2014, compared to a net loss applicable to common stockholders of $3.33 million on $2.19 million of total operating revenue in 2013. As of Dec. 31, 2014, Cicero had $2.96 million in total assets, $15.6 million in total liabilities, and a $12.6 million total stockholders' deficit. Cherry Bekaert LLP, in Raleigh, North Carolina, issued a "going concern" in its report on the consolidated financial statements for the year ended Dec. 31, 2014, citing that the Company has suffered recurring losses from operations and has a working capital deficiency as of Dec. 31, 2014. These conditions raise substantial doubt about the Company's ability to continue as a going concern. CICERO INC: Chairman Now Has 67.2% Stake After Conversion --------------------------------------------------------- Cicero Inc. entered into an exchange agreement with John L. Steffens, the Company's Chairman of the Board, to convert an aggregate of $6.95 million of principal amount of debt into 69,505,140 shares of the Company's common stock at a conversion rate of $0.10 per share. The debt was represented by various promissory notes issued by the Company to Mr. Steffens between March 2012 and January 2015. As a result of the transaction, the number of the Company's shares of common stock beneficially owned by Mr. Steffens increased to 109,588,786 shares, and Mr. Steffen's overall all percentage of beneficial ownership of the Company's common stock increased from 42.9% to 67.2%. About Cicero Inc. Cary, N.C.-based Cicero, Inc., provides business integration software solutions and also provides technical support, training and consulting services as part of its commitment to providing customers with industry-leading solutions. The Company focuses on the customer experience management market with emphasis on desktop integration and business process automation with its Cicero XM(TM) products. Cicero XM enables the flow of data between different applications, regardless of the type and source of the application, eliminating redundant entry and costly mistakes. The Company has extended the maturity dates of several debt obligations that were due in 2011 to 2012, to assist with liquidity and may attempt to extend these maturities again if necessary. Despite the recent additions of several new clients, the Company continues to struggle to gain additional sources of liquidity on terms that are acceptable to the Company. Cicero reported a net loss applicable to common stockholders of $4.05 million on $1.9 million of total operating revenue for the year ended Dec. 31, 2014, compared to a net loss applicable to common stockholders of $3.33 million on $2.19 million of total operating revenue in 2013. As of Dec. 31, 2014, Cicero had $2.96 million in total assets, $15.6 million in total liabilities, and a $12.6 million total stockholders' deficit. Cherry Bekaert LLP, in Raleigh, North Carolina, issued a "going concern" in its report on the consolidated financial statements for the year ended Dec. 31, 2014, citing that the Company has suffered recurring losses from operations and has a working capital deficiency as of Dec. 31, 2014. These conditions raise substantial doubt about the Company's ability to continue as a going concern. CINCINNATI BELL: S&P Retains 'BB-' Sr. Secured Debt Rating ---------------------------------------------------------- Standard & Poor's Ratings Services said its 'BB-' issue-level rating and '1' recovery rating on Cincinnati Bell Inc.'s (CBI) senior secured credit facilities remain unchanged following the company's incremental assumption agreement to obtain an additional $50 million in revolving credit commitments. In connection with the agreement, existing revolving commitments will be reduced by $25 million, bringing total commitments under the revolving credit facility due 2017 to $175 million from $150 million. Both issue-level and recovery ratings on the company's unsecured and subordinated debt also remain unchanged. In addition, CBI has announced its intention to redeem its $300 million of 8.75% notes due 2018 with proceeds from the sale of its CyrusOne partnership units. S&P do not expect the redemption of the subordinated notes to have an impact on existing recovery ratings of the senior secured or unsecured debt at CBI. RATINGS LIST Ratings Unchanged Cincinnati Bell Inc. Corporate Credit Rating B/Stable/-- $175 mil revolver due 2017 Senior Secured BB- Recovery Rating 1 CLAIRE'S STORES: Incurs $212 Million Net Loss in Fiscal 2014 ------------------------------------------------------------ Claire's Stores, Inc., filed with the Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $212 million on $1.49 billion of net sales for the fiscal year ended Jan. 31, 2015, compared to a net loss of $65.3 million on $1.51 billion of net sales for the fiscal year ended Feb. 1, 2014. As of Jan. 31, 2015, Claire's Stores had $2.45 billion in total assets, $2.78 billion in total liabilities, and a $332 million stockholders' deficit. As of Jan. 31, 2015, the Company had consolidated cash and cash equivalents of $29.4 million and all cash equivalents were maintained in one money market fund invested exclusively in U.S. Treasury Securities. "If we are unable to generate sufficient cash flow and are otherwise unable to obtain funds necessary to meet required payments of principal, premium, if any, and interest on our indebtedness, or if we otherwise fail to comply with the various covenants, including financial and operating covenants in the instruments governing our indebtedness, we could be in default under the terms of the agreements governing such indebtedness. In the event of such default, * the holders of such indebtedness may be able to cause all of our available cash flow to be used to pay such indebtedness and, in any event, could elect to declare all the funds borrowed thereunder to be due and payable, together with accrued and unpaid interest; * the holders of our secured indebtedness (including our U.S. Credit Facility and certain of our Notes) could institute foreclosure proceedings against our assets; * the lenders under our U.S. Credit Facility could elect to terminate their commitments thereunder, cease making further loans under that facility; * the lenders under our Europe Credit Facility could elect to terminate their commitments thereunder and cease making further loans under that facility; and * we could be forced into bankruptcy or liquidation," the Company warns in the report. A full-text copy of the Form 10-K is available for free at: http://is.gd/0hJnFc About Claire's Stores Claire's Stores, Inc. -- http://www.clairestores.com/-- operates as a specialty retailer of fashion accessories and jewelry for preteens and teenagers, as well as for young adults in North America and internationally. It offers jewelry products that comprise costume jewelry, earrings, and ear piercing services; and accessories, including fashion accessories, hair ornaments, handbags, and novelty items. Based in Pembroke Pines, Florida, Claire's Stores operates under two brands: Claire's(R), which operates worldwide and Icing(R), which operates only in North America. As of Jan. 31, 2009, Claire's Stores, Inc., operated 2,969 stores in North America and Europe. Claire's Stores also operates through its subsidiary, Claire's Nippon, Co., Ltd., 213 stores in Japan as a 50:50 joint venture with AEON, Co., Ltd. The Company also franchises 198 stores in the Middle East, Turkey, Russia, South Africa, Poland and Guatemala. * * * As reported by the TCR on Oct. 1, 2012, Moody's Investors Service upgraded Claire's Stores, Inc.'s Corporate Family and Probability of Default ratings to 'Caa1' from 'Caa2'. The upgrade of Claire's Corporate Family Rating to 'Caa1' reflects its ability to address its substantial term loan maturity in 2014 by refinancing it with a $625 million add-on to its existing senior secured first lien notes due 2019. Claire's Stores, Inc., carries a 'B-' corporate credit rating from Standard & Poor's Ratings Services. CLAIRE'S STORES: Moody's Cuts Corporate Family Rating to 'Caa2' --------------------------------------------------------------- Moody's Investors Service downgraded Claire's Stores, Inc. Corporate Family Rating (CFR) and Probability of Default Rating to Caa2 and Caa2-PD, respectively. Moody's also downgraded the first lien debt to B3, unsecured notes to Caa3, and subordinated notes to Ca. The senior secured second lien notes were affirmed at Caa2. The company's Speculative Grade Liquidity rating was lowered to SGL-4 from SGL-3. The rating outlook is stable. The downgrade of Claire's ratings reflect continued weak operating performance and deterioration of its liquidity profile. Claire's remains pressured by declining mall traffic and an increasingly competitive landscape. This resulted in EBITDA falling by nearly $20 million in fiscal 2014 versus 2013, which increased debt to EBITDA to over 9.0 times. The downgrade to Caa2 acknowledges the challenge Claire's faces in growing earnings to a level that can generate positve free cash flow and support its existing capital structure. The downgrade of the company's liquidity rating to SGL-4 primarily reflects the expectation that the company will continue to generate negative free cash flow and maintain low levels of cash. In addition, Claire's will likely become more reliant on borrowing under its revolving credit facilities to fund working capital and capital expenditures. The downgrade acknowledges that Claire's may not be able to repay the entirety of the outstanding balance under the revolver in the fourth quarter of fiscal 2015 based upon its current performance level. Given this, Claire's excess availability under its revolving credit facility will continue to tighten, further increasing the potential for a debt restructuring. The following ratings are downgraded: Corporate Family Rating to Caa2 from Caa1 Probability of Default Rating to Caa2-PD from Caa1-PD $115 million senior secured revolving credit facility to B3, LGD 3 from B2, LGD 2 $1.1 billion senior secured first lien notes due 2019 to B3, LGD 3 from B2, LGD 2 $210 million senior secured first lien notes due 2020 to B3, LGD 3 from B2, LGD 2 $320 million senior unsecured notes due 2020 to Caa3, LGD 4 from Caa2, LGD 4 $260 million senior subordinated notes due 2017 to Ca, LGD 6 from Caa3, LGD 5 Speculative Grade Liquidity rating to SGL-4 from SGL-3 The following ratings are affirmed: $450 million senior secured second lien notes due 2019 at Caa2, LGD 4 RATINGS RATIONALE Claire's Caa2 Corporate Family Rating reflects its very high leverage, weak interest coverage, and debt-laden capital structure. Claire's debt to EBITDA was 9.1 times and EBITA to interest expense was 0.8 times for the twelve months ended January 31, 2015. Moody's expects Claire's credit metrics will remain weak over the next twelve months given Claire's substantial level of debt (nearly $2.4 billion) and continued earnings pressure. Moody's expects Claire's earnings to remain flat off of its 2014 levels due to the increasingly competitive landscape, difficult mall traffic trends, and economic headwinds surrounding Europe (including foreign exchange). However, Moody's anticipates some positive momentum as Claire's strategically shifts its focus "off-mall" and expands the concession format, leverages wholesale opportunities, and grows e-commerce. Claire's rating also reflects its weak liquidity profile. The company is expected to produce negative free cash flow over the next twelve months and maintain a relatively low cash balance. In addition, Claire's will likely become more reliant on its revolving credit facilities to fund seasonal working capital and capital expenditures. Claire's Caa2 Corporate Family Rating is supported by its value positioned price points, international geographic presence, well known brand name, and despite recent declines, its EBITDA margin remains high relative to its specialty peers. The stable outlook reflects Moody's expectation that Claire's credit metrics will remain weak, more notably EBITA to interest expense, which will remain below 1.0 time. It also reflects the lack of near-dated maturities. A higher rating would require Claire's to assume an adequate liquidity profile, as well as improve operating performance or reduce absolute debt levels such that the company can achieve and maintain EBITA to interest expense above 1.0 time and debt to EBITDA approaching 8.0 times. Ratings could be downgraded if Claire's operating performance, liquidity, and/or interest coverage deteriorate, or if the company's probability of default were to increase for any reason. Claire's Stores, Inc., headquartered in Hoffman Estates, IL, is a specialty retailer of value-priced jewelry and fashion accessories for pre-teens and young adults in 44 countries in North America, Europe, the Middle East, Central America, and South America. It operates 2,998 stores and franchises 442 stores. Revenues are about $1.5 billion. Claire's is owned by Apollo. COLT DEFENSE: Amends Credit Pacts with Cortland and Wilmington -------------------------------------------------------------- Colt Defense LLC and certain of its subsidiaries entered into (i) Waiver and Amendment No. 1 to its existing credit agreement dated as of Feb. 9, 2015, with Cortland Capital Market Services LLC, as agent, and certain lenders and (ii) Amendment No. 3 to its existing term loan agreement with Wilmington Savings Fund Society, FSB, as agent, and certain lenders party thereto from time to time. The Amendments contain substantially the same terms for each Loan Agreement and provide for, among other things, an extension of the deadline for the Company to deliver its annual financial statements and related reporting information for the fiscal year ended Dec. 31, 2014, to June 14, 2015. The Amendments also add new covenants to the Loan Agreements which require the Company to maintain a minimum amount of unrestricted cash of $4,000,000 and prohibit the Company from allowing more than 20% of certain accounts payable to be past due by more than 30 days. The minimum unrestricted cash covenant applies from May 8, 2015, to July 6, 2015, and the accounts payable covenant applies from April 8, 2015, to July 6, 2015. Additionally, the Credit Agreement Amendment increased the minimum amount of inventory required to be maintained by the Company from $45,000,000 to $50,000,000 for the period from May 8, 2015, to July 6, 2015, and the Term Loan Amendment added an equivalent covenant to the Term Loan Agreement. The Amendments also modified certain events of default. Those amendments were effective as of April 7, 2015. The Company has agreed to pay an aggregate fee of $1,000,000 to the lenders under the Loan Agreements in connection with entering into the Amendments. A copy of the Waver and Amendment No.. 1 to Credit Agreement is available for free at http://is.gd/zJSnG3 A full-text copy of the Amendment No. 3 to Term Loan Agreement is available for free at http://is.gd/6SSHzM About Colt Defense Colt Defense LLC, headquartered in West Hartford, CT, manufactures small arms weapons systems for individual soldiers and law enforcement personnel for the U.S. military, U.S. law enforcement agencies, and foreign militaries. Post the July 2013 acquisition of New Colt Holding Corp., the parent company of Colt's MANUFACTURING COMPANY, the company also has direct access to the commercial end-market for rifles, carbines and handguns. Revenues for the last twelve months ended June 30, 2014 totaled $243 million. The Company's balance sheet at Sept. 28, 2014, showed $247 million in total assets, $417 million in total liabilities and a $170 million total deficit. "As it is probable that we may not have sufficient liquidity to be able to make our May 15, 2015 Senior Notes interest payment without meeting our internal projections (including addressing our Senior Notes), our long-term debt has been classified as current in the consolidated balance sheet. Currently we do not have sufficient funds to repay the debt upon an actual acceleration of maturity. In the event of an accelerated maturity, our lenders may take actions to secure their position as creditors and mitigate their potential risks. These events would adversely impact our liquidity. These factors raise substantial doubt about our ability to continue as a going concern," the Company stated in the quarterly report for the period ended Sept. 28, 2014. * * * As reported by the TCR on Nov. 17, 2014, Moody's Investors Service downgraded Colt Defense's Corporate Family Rating to 'Caa3' from 'Caa2' and Probability of Default Rating to 'Caa3-PD' from 'Caa2-PD'. Concurrently, Moody's lowered the rating on the company's $250 million senior unsecured notes to 'Ca' from 'Caa3'. The downgrade was based on statements made by Colt Defense in its Nov. 12, 2014 Form NT 10-Q filing. In the filing the company indicated that it expects to report a decline in net sales for the three month period ended Sept. 28, 2014 versus the same period in 2013 of 25 percent together with a decline in operating income of 50 percent. As reported by the TCR in February 2015, Standard & Poor's Ratings Services lowered its corporate credit rating on Colt Defense to 'CCC-' from 'CCC'. The downgrade reflects an increased likelihood that the company may enter into a debt restructuring in the coming months that S&P would consider a distressed exchange and, hence, a default. CONYERS: April 15 Hearing on ONH1, LLC Bid for Relief from Stay --------------------------------------------------------------- The Bankruptcy Court, according to an amended notice, will convene a hearing on April 15, 2015, at 11:00 a.m., to consider ONH1, LLC's motion for relief from the automatic stay. On March 3, ONH1, LLC requested for an order granting relief from the stay to allow movant to exercise its rights under state law as to certain real property owned by debtor Conyers 38, LLC, located in College Park, Georgia. ONH1, LLC is represented by: Karen Fagin White, Esq. Benjamin S. Klehr, Esq. COHEN POLLOCK MERLIN & SMALL, P.C. 3350 Riverwood Parkway, Suite 1600 Atlanta, Georgia 30339 Tel: (770) 858-1288 Fax: (770) 858-1277 E-mail: kwhite@cpmas.com bklehr@cpmas.com About Conyers 138 Conyers 138, LLC, filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ga. Case No. 14-73659) in Atlanta, Georgia, on Dec. 1, 2014, without stating a reason. The Law Offices of Evan M. Altman, Esq., in Atlanta, serves as the Debtor's counsel. The Debtor, in its amended schedules, disclosed $11,706,197 in assets and $3,365,277 in liabilities as of the Chapter 11 filing. CORD BLOOD: Announces Equity Investment by Red Oak -------------------------------------------------- Cord Blood America, Inc., has executed a purchase agreement for the sale of $0.724 million preferred equity investment funded by Red Oak Partners, LLC and its affiliates. All proceeds will be used towards retiring debt owed to Tonaquint, Inc. Joseph Vicente, president of Cord Blood America, Inc. commented, "In December 2014 we settled litigation with Tonaquint, Inc. which was a positive but resulted in monthly amortization and interest payments in excess of our estimated cash generation. Accordingly, the Company was weakly positioned and could not seize upon the sizable growth and market opportunities available to us. Red Oak's investment stabilizes our organization and allows us to immediately focus on growth endeavors, including taking market share from our competitors. We are adjourning the April 10th special meeting to May 7th in order to allow shareholders reasonable time to digest this investment and make an informed decision. As part of their investment, the Board will consist of a majority of Directors independent from management. Stated David Sandberg, "With a more stabilized balance sheet, CBAI is well positioned to pursue a sensible yet meaningful growth strategy. We believe this best serves shareholders' interests and we are already working to compile and reach out to M&A targets. CBAI's excess storage capacity coupled with a less constrained marketing budget allows for a real opportunity to grow its business both organically and via acquisitions with improved margins and earnings to the bottom line. In addition to focusing on growth, the Board will be populated with new Directors independent from management and we expect to implement shareholder friendly changes to CBAI's Charter and Bylaws as well as to call an annual meeting for Director Elections and other business (as is proposed). We expect CBAI to announce an annual meeting date shortly after the May 7th special meeting. Continued Mr. Vicente, "As many of you may know, Cryo-Cell International, one of our competitors, has publicly announced over the past 30 days (through a series of filings) their ownership stake in CBAI and stated its intention to nominate a slate of directors for election and, if successful, to 'explore various alternatives, including the potential for a merger between CBAI and Cryo-Cell, with Cryo-Cell as the surviving entity.' We are aware we have been in a weak position given our balance sheet, and some - like Cryo-Cell - are seeking to take advantage of this. Red Oak has a demonstrated history of good governance and going out of their way to protect the rights of all shareholders, not just their own interests. While it is important to provide balance sheet relief via Red Oak's investment, we would only enter into a transaction that is in the best interest of all shareholders and provides the greatest opportunity to create future value for all shareholders. As part of this investment agreement with Red Oak, should Red Oak seek to take CBAI private then any voting rights it holds in excess of what the second largest shareholder holds shall be voted along with the consensus outside of Red Oak. Effectively their excess voting rights can work against them if the majority of other holders don’t support such a deal." "In closing, we are confident that the platform, both operationally and financially, is at its strongest point in the Company's operating history. With the Company's past issues largely resolved and a new and experienced partner in place, we expect to produce significantly improved long term shareholder returns and be better able to compete in our industry - including against Cryo-Cell and others - as we move ahead." About Cord Blood America Based in Las Vegas, Nevada, Cord Blood America, Inc., is primarily a holding company whose subsidiaries include Cord Partners, Inc., CorCell Co. Inc., CorCell Ltd.; CBA Professional Services, Inc. D/B/A BodyCells, Inc.; CBA Properties, Inc.; and Career Channel Inc, D/B/A Rainmakers International. Cord specializes in providing private cord blood stem cell preservation services to families. BodyCells is a developmental stage company and intends to be in the business of collecting, processing and preserving peripheral blood and adipose tissue stem cells allowing individuals to privately preserve their stem cells for potential future use in stem cell therapy. Properties was formed to hold the corporate trademarks and other intellectual property of CBAI. Rain specializes in creating direct response television and radio advertising campaigns, including media placement and commercial production. The Company has been the subject of a going concern opinion by its independent auditors who have raised substantial doubt as to the Company's ability to continue as a going concern. De Joya Griffith, LLC, in Henderson, NV, noted that the Company has incurred losses from operations, which losses have caused an accumulated deficit of approximately $53.46 million as of Dec. 31, 2014. The Company disclosed net income of $240,000 on $4.33 million of revenue for the year ended Dec. 31, 2014, compared to a net loss of $2.97 million on $3.82 million of revenue for the year ended Dec. 31, 2013. As of Dec. 31, 2014, the Company had $3.86 million in total assets, $4.55 million in total liabilities, and a $691,000 total stockholders' deficit. CREATIVE ARTISTS: $45MM Add-on Loan No Impact on Moody's B2 CFR --------------------------------------------------------------- Moody's says Creative Artists Agency, LLC's (CAA) $45 million first lien add on term loan will not impact the B2 corporate family rating or B2 rating on the credit facility. The outlook remains stable. All the proceeds are expected to be used to paydown the outstanding balance on the revolver. Creative Artists Agency, LLC (CAA) is a global talent representation agency with leading positions in motion pictures, television, music, and sports and includes packaging rights in television, motion picture profit agreements, commercial endorsements, and other business services. TPG Capital owns 52% of the company. CREATIVE ARTISTS: Debt Add-On No Impact on S&P BB- Secured Rating ----------------------------------------------------------------- Standard & Poor's Ratings Services said that its 'BB-' issue-level rating and '2' recovery rating on U.S. sports, media, and entertainment talent company Creative Artists Agency LLC's (CAA's) senior secured credit facility are not affected by the company's announcement that it plans to issue a $45 million add-on to its term loan B. The '2' recovery rating reflects our expectation for substantial recovery (70%-90%; low end of the range) of principal for lenders in the event of a payment default. The company will use the proceeds to repay outstanding revolving borrowings. The 'B+' corporate credit rating on CAA reflects S&P's assessment of the company's financial risk profile as "highly leveraged" and its business risk profile as "fair," based on its criteria. We placed particular emphasis on CAA's higher EBITDA margins, compared with its direct competitor William Morris Endeavor Entertainment LLC (WME), as well as its cash flow stability and the business' relative predictability. S&P's comparative analysis has a one-notch positive effect on the rating. "Our assessment of CAA's business risk profile as "fair" is based on the company's good market position, breadth, and competencies. CAA is a talent agency that represents professionals working in film, television, music, theatre, video games, sports, and digital content. And it provides a range of strategic marketing and consulting services to its corporate clients. The company receives recurring revenues from TV and movie projects. And its entertainment packaging revenue, recurring events, and established relationships with corporate sponsors, sanctioned sporting events, and broadcasting firms provide some future revenue stability," said S&P. CAA operates in a highly competitive business. However, the scale and scope of its relationships enable it to offer multiple services to clients to an extent that its competitors, aside from WME, would find hard to replicate. Furthermore, CAA benefits from an expansive client base and a good level of revenue diversification, in which no client accounts for more than 2% of total revenues and no business segment contributes more than approximately 26% of revenue. Thus, S&P does not expect the recent news that a negligible number of CAA's agents and clients moved to a competitor will have a meaningful effect on the company's credit quality. Potential variability in operating performance, given the company's underlying reliance on corporate marketing spending and sponsorship contract renewals, which are sensitive to changes in the economic cycle, partially offset these advantages. CAA has visibility into at least 50% of 2015 revenue today. "Our assessment of CAA's financial risk profile as "highly leveraged" reflects our expectations for adjusted leverage to remain in the high-4x area in 2015. These leverage measures incorporate our expectation that, based on private equity owner TPG Capital LLC's equity stake of 52%, the company could adopt a more aggressive financial policy than under the current ownership structure, and that leverage could rise above 5x over the next two years," said S&P. RATINGS LIST Creative Artists Agency LLC Corporate Credit Rating B+/Stable/-- Ratings Unchanged Creative Artists Agency LLC Senior Secured $555 mil term B bank ln due 2021* BB- Recovery Rating 2L Revolver bank ln due 2019 BB- Recovery Rating 2L *Includes add-on. DOLE FOOD: Debt Add-on No Impact on Moody's B2 Term Loan Rating --------------------------------------------------------------- Moody's Investors Service commented that Dole Food Company's term loan remains rated B2 following a $100 million add on. The term loan increase follows $100 million of recent equity contributions. Moody's views the company's overall $200 million capital raise as a credit positive because it replenishes cash used for farm purchases and removes the uncertainty over funding $188 million of upcoming commitments. For more details please see the Issuer Comment published on April 9, 2015. Dole Food Company, Inc. is a leading producer of fresh fruit and fresh vegetables. Revenues were $4.8 billion for the 12 months ending January 3, 2015. Dole is a private company owned by its Chairman and CEO David Murdock. DOLE FOOD: S&P Revises Outlook to Positive, Affirms 'B-' CCR ------------------------------------------------------------ Standard & Poor's Ratings Services affirmed all of its ratings, including its 'B-' corporate credit rating, on Westlake Village, Calif.-based Dole Food Co. S&P is revising its outlook to positive from stable. "Dole's 2014 operating earnings and FFO were a significant improvement over 2013, and we expect financial results will continue to improve in 2015," said Standard & Poor's credit analyst Kim Logan. "Still, the company is currently executing on a multi-year capital investment initiative aimed at buying fruit farms, farm expansion and renovation, and equipment upgrades, and we believe these capital expenditures will keep the company free-operating-cash-flow negative in fiscal 2015. In addition, the company is in the early stages of executing its farm acquisition and vertical integration strategy since the going-private transaction, and will need to borrow to execute on its capital investment plans, and its end markets are highly volatile. Nonetheless, we believe the strategy of refocusing on farm acquisitions and vertical integration could mitigate operating performance volatility that has hurt operating performance in the past." "Standard & Poor's ratings on Dole continue to reflect the negative two-notch impact of our "weak" management and governance assessment, relating to the role of the controlling stockholder and principal executive, David Murdock, following this going-private transaction in the final quarter of 2013; the limited number of independent board members; and no disclosed succession plans for Mr. Murdock. We also believe there is an ongoing risk that management loyalty and submission to the wishes of the controlling stockholder could take priority over creditor interests at Dole. Lastly, we view the recent retirement of the company's president and COO (C. Michael Carter) and the possibility of paying more than currently reserved for a pending judgment related to a lawsuit brought by prior shareholders (alleging the company was under-valued when it was taken private) as recent events that have tempered our opinion of credit quality, despite the better-than-expected operating performance," said S&P. The positive outlook reflects S&P's expectation that the company will sustain its improved operating performance and credit measures, including adjusted debt to EBITDA below 5x and FFO to debt of about 15%, despite borrowing to fund ongoing capital investments. DORAL FINANCIAL: Seeks Approval of Bidding Procedures ----------------------------------------------------- BankruptcyData reported that Doral Financial filed with the U.S. Bankruptcy Court a motion for entry of (i) an order (a) approving bidding procedures for the sale of Doral Insurance Agency or its assets, (b) approving the proposed expense reimbursement and break-up fee, (c) approving the form and manner of notice and (d) scheduling an auction and a sale hearing and (ii) order authorizing and approving the sale of Doral Insurance Agency or its assets. According to the report, the motion explains, "The Debtor ultimately received one offer to buy substantially all the assets of Doral Insurance. This offer was extended by Anglo-Puerto Rican Insurance Corporation (the 'Stalking Horse Bidder'). The Debtor also received an offer from an alternate potential buyer, but only to buy the portion of Doral Insurance's portfolio relating directly to the borrowers for certain loans held by such potential buyer, approximately 10% of Doral Insurance's total business. Reviewing these offers, the Debtor determined that the Stalking Horse Bidder's offer was superior, not only because it was an offer to buy the entire business but also because the price offered, on a per unit basis, exceeded the offer from the potential buyer for a portion of the business....In light of the rapidly diminishing value of the assets of Doral Insurance, the Stalking Horse Agreement contemplates an expedited auction sale process and provides certain bid protections to the Staking Horse Bidder...under the terms of the Stalking Horse Agreement, in the event that the Stalking Horse Bidder is not designated as the purchaser of the assets of Doral Insurance, the Stalking Horse Bidder would be entitled to a fee of $250,000 (the 'Breakup Fee') , along with reimbursement of reasonable expenses, up to a cap of $200,000 (the 'Expense Reimbursement')." The deadline to submit qualified competing bids is May 6, 2015 and an auction, if necessary, would be conducted on May 12, 2015, BData related. A hearing to approve the sale will be held on May 21, 2015, the report added. About Doral Financial Doral Financial Corporation is a holding company whose primary operating asset was equity in Doral Bank. DFC maintains offices in New York City, Coral Gables, Florida and San Juan, Puerto Rico. DFC has three wholly-owned subsidiaries: (i) Doral Properties, Inc., (ii) Doral Insurance Agency, LLC ("Doral Insurance"), and (iii) Doral Recovery, Inc. On Feb. 27, 2015, regulators placed Doral Bank into receivership and named the Federal Deposit Insurance Corp. as receiver. Doral Bank served customers through 26 branches located in New York, Florida, and Puerto Rico. DFC sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 15-10573) in Manhattan on March 11, 2015. The case is assigned to Judge Shelley C. Chapman. DFC estimated $50 million to $100 million in assets and $100 million to $500 million in debt as of the bankruptcy filing. The Debtor tapped Ropes & Gray LLP as counsel. The Debtor's Chapter 11 plan and Disclosure Statement are due July 9, 2015. The initial case conference is set for April 10, 2015. The U.S. trustee overseeing the Chapter 11 case of Doral Financial Corp. appointed five creditors of the company to serve on the official committee of unsecured creditors. DUNE ENERGY: Court Approves Sale & Bidding Procedures ----------------------------------------------------- Law360 reported that U.S. Bankruptcy Judge H. Christopher Mott in Texas approved the procedures governing the sale and bidding for Dune Energy Inc.'s assets over the objection of the Official Committee of Unsecured Creditors. According to Law360, Judge Mott set a June 5 deadline for interested third parties to submit their bids for some or all of Dune Energy's assets or, if needed, a June 9 auction to be held in Houston. A hearing to approve the sale is set for June 18, Law360 said. Sherri Toub, a bankruptcy columnist for Bloomberg News, reported that the Creditors' Committee also objection to Dune Energy's request for bankruptcy financing, saying the financing is improperly designed to facilitate a sale for the benefit of secured lenders at the expense of unsecured creditors. The Committee, according to the Bloomberg report, said the proposed budget isn't sufficient to fund a plan. The lenders should pay their "fair share' to ensure a plan can be confirmed, the panel said, the Bloomberg report related. About Dune Energy Dune Energy, Inc. (NYSE AMEX: DNE), is an independent energy company based in Houston, Texas. Since May 2004, the Company has been engaged in the exploration, development, acquisition and exploitation of natural gas and crude oil properties, with interests along the Louisiana/Texas Gulf Coast. The Company's properties cover over 90,000 gross acres across 27 producing oil and natural gas fields. Affiliates Dune Energy, Inc. (Bankr. W.D. Tex. Case No. 15-10336), Dune Operating Company (Bankr. W.D. Tex. Case No. 15-10337), and Dune Properties, Inc. (Bankr. W.D. Tex. Case No. 15-10338) filed separate Chapter 11 bankruptcy petitions on March 8, 2015. The petitions were signed by James A. Watt, president and chief executive officer. Judge Christopher H. Mott presides over the case. Charles A. Beckham, Jr., Esq., Kourtney P. Lyda, Esq., and Kelli M. Stephenson, Esq., at Haynes And Boone, LLP, serve as the Debtors' bankruptcy counsel. Deloitte Transactions And Business Analytics LLP is the Debtors' restructuring advisors. Parkman Whaling LLC is the Debtors' sale professionals. The Debtors listed $229 million in total assets and $144 million in total debts as of Sept. 30, 2014. The deadline for creditors to file proofs of claim is July 13, 2015. For governmental units, the deadline to file proofs of claim is not later than 180 days from the Petition Date. The U.S. trustee overseeing the Chapter 11 case of Dune Energy appointed three creditors to serve on the official committee of unsecured creditors. EVERYWARE GLOBAL: Amends Registration Statements with SEC --------------------------------------------------------- Everyware Global, Inc., filed a post-effective amendment to its Form S-8 registration statement to deregister unsold shares of common stock, par value $0.01 per share under the Registration Statement, pertaining to the registration of the Shares offered under the Company's 2012 Stock Option Plan and the 2013 Omnibus Incentive Compensation Plan. The amendment was filed to remove from registration any unissued shares of Common Stock under the Plan that and to terminate the effectiveness of the Registration Statement. The Company separately filed a post-effective amendment to its Form S-1 registration statement which the Commission declared effective on Oct. 31, 2014. The Company deregistered any shares of Common Stock which remain unsold under the Registration Statement. About EveryWare Global Headquartered in Lancaster, Ohio, EveryWare (Nasdaq:EVRY) is a marketer of tabletop and food preparation products for the consumer and foodservice markets, with operations in the United States, Canada, Mexico and Asia. The company has more than 1,500 personnel throughout the United States. Sales and marketing functions are managed from executive offices in Lancaster, Ohio, with staff located in Melville, New York, New York City, and Oneida, New York. The primary operating subsidiaries, Oneida Ltd. and Anchor Hocking, LLC, were founded in 1848 and 1873, respectively. In 2011, investment funds affiliated with the Monomoy Capital Partners completed their acquisition of these companies and, in March 2012, integrated them under the EveryWare brand. In May 2013, a merger was completed where EveryWare became a wholly-owned subsidiary of ROI Acquisition Corp. ("ROI"), a special purpose acquisition company sponsored by affiliates of the Clinton Group, Inc., and ROI was renamed EveryWare Global Inc. As of Sept. 30, 2014, EveryWare reported assets of $238 million and liabilities of $380 million. EveryWare Global, Inc., commenced a Chapter 11 bankruptcy case to implement a prepackaged financial restructuring that converts $248 million of the long-term debt to 96% of the common stock of the company post-emergence. EveryWare Global filed its Chapter 11 petition (Bankr. D. Del.) on April 7, 2015, and 12 affiliated debtors filed petitions on April 8, 2015. The cases are pending before Judge Laurie Selber Silverstein, and the debtors are seeking joint administration under Case No. 15-10743. The Debtors tapped Kirkland & Ellis LLP, as general bankruptcy counsel; Pachulski Stang Ziehl & Jones LLP, as local bankruptcy counsel; Jefferies LLC, as financial advisor; Alvarez & Marsal North America, LLC, to provide a CRO and Interim VP of Finance; and Prime Clerk LLC as claims and noticing agent. EVERYWARE GLOBAL: Receives NASDAQ Delisting Notice -------------------------------------------------- EveryWare Global, Inc., has been notified by the Staff of The Nasdaq Stock Market LLC that, because the Company filed a voluntary petition for protection under Chapter 11 of the U.S. Bankruptcy Code on April 8, 2015, Nasdaq intends to delist the Company's common stock from the Nasdaq Stock Market by filing a delisting application with the Securities and Exchange Commission. As previously disclosed, the Company has reached an agreement with its secured lenders on a comprehensive balance-sheet restructuring that, among other things, will substantially reduce the Company's long-term debt. To implement the restructuring, the Company filed a voluntary petition for a prepackaged Chapter 11 bankruptcy in the U.S. Bankruptcy Court for the District of Delaware. The Company does not intend to appeal the delisting determination. The Company anticipates that the delisting of its common stock from the Nasdaq Stock Market will be effective at the opening of trading on April 17, 2015. The Company expects that its securities will be immediately eligible to be quoted on the OTC Bulletin Board or in the "Pink Sheets." To be quoted on the OTCBB or the Pink Sheets, a market maker must sponsor the security and comply with SEC Rule 15c2-11 before it can initiate a quote in a specific security. If the Company's securities are delisted from Nasdaq, there can be no assurance that a market maker will apply to quote the Company's common stock or that the Company's common stock will become eligible for the OTCBB or the Pink Sheets. About EveryWare Global Headquartered in Lancaster, Ohio, EveryWare (Nasdaq:EVRY) is a marketer of tabletop and food preparation products for the consumer and foodservice markets, with operations in the United States, Canada, Mexico and Asia. The company has more than 1,500 personnel throughout the United States. Sales and marketing functions are managed from executive offices in Lancaster, Ohio, with staff located in Melville, New York, New York City, and Oneida, New York. The primary operating subsidiaries, Oneida Ltd. and Anchor Hocking, LLC, were founded in 1848 and 1873, respectively. In 2011, investment funds affiliated with the Monomoy Capital Partners completed their acquisition of these companies and, in March 2012, integrated them under the EveryWare brand. In May 2013, a merger was completed where EveryWare became a wholly-owned subsidiary of ROI Acquisition Corp., a special purpose acquisition company sponsored by affiliates of the Clinton Group, Inc., and ROI was renamed EveryWare Global Inc. As of Sept. 30, 2014, EveryWare had assets of $238 million and liabilities of $380 million. EveryWare Global, Inc., filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Case No. 15-10743) on April 7, 2015, in order to implement a prepackaged financial restructuring that converts $248 million of the long-term debt to 96% of the common stock of the company post-emergence. The following day, 12 of its affiliates also filed petitions in Delaware. The cases are pending before Judge Laurie Selber Silverstein, and the Debtors are seeking joint administration of their cases under the lead case No. 15-10743. The Debtors have tapped Kirkland & Ellis LLP, as general bankruptcy counsel; Pachulski Stang Ziehl & Jones LLP, as local bankruptcy counsel; Jefferies LLC, as financial advisor; Alvarez & Marsal North America, LLC, to provide a CRO and Interim VP of Finance; and Prime Clerk LLC as claims and noticing agent. EXIDE TECHNOLOGIES: Inks Compromise with Texas CEQ -------------------------------------------------- Exide Technologies asks the U.S. Bankruptcy Court in Delaware to approve a compromise with the Texas Commission on Environmental Quality, which, among other things, orders that the administrative penalty in the amount of $2,451,984 will be treated in the Chapter 11 Case as follows: on the later of (a) the effective date of the Agreed Enforcement Order, (b) the effective date of the Plan, and (c) the date this Order becomes a final order. BankruptcyData reported that $150,000 of the TCEQ Claim will constitute a postpetition administrative expense of the bankruptcy estate that will be (i) allowed and (ii) paid in cash in full within 30 days of the Allowed Claim Date and (b) $2,301,984 of the TCEQ Claim will constitute a prepetition, general unsecured claim that will be (i) allowed and (ii) subordinated to the claims of other prepetition unsecured claims in the Chapter 11 Case. Law360 reported that Exide, whose Chapter 11 plan won confirmation late last month, seeks court approval of a negotiated agreement with the TCEQ, which issued an enforcement notice in 2013 alleging certain compliance violations at the battery maker's lead reclamation facility in Frisco. About Exide Technologies Headquartered in Milton, Ga., 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. Reorganized Exide's debt at emergence will comprise: (i) an estimated $225 million Exit ABL Revolver Facility; (ii) $264 million of New First Lien High Yield Notes; (iii) $284 million of New Second Lien Convertible Notes. The Debtor's non-debtor European subsidiaries are also expected to have approximately $23 million; (b) The New Second Lien Convertible Notes will be convertible into 80% of the New Exide Common Stock on a fully diluted basis; and (c) New Exide Common Stock would be allocated as follows: 15.0% to Holders of Senior Secured Note Claims after conversion of the New Second Lien Convertible Notes into New Exide Common Stock; 3.0% on account of the DIP/Second Lien Conversion Funding Fee; and 2.0% on account of the DIP/Second Lien Backstop Commitment Fee. In December 2014, Judge Kevin Carey denied the request of Exide shareholders for appointment of an official equity holders' committee. The shareholders objected to the Plan. EXIDE TECHNOLOGIES: Panel Hires Kelvin Chia as Foreign Counsel -------------------------------------------------------------- The Official Committee of Unsecured Creditors of Exide Technologies Inc. asks for authorization from the Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the District of Delaware to retain Kelvin Chia Partnership to provide the Foreign Services to the Committee, nunc pro tunc to March 3, 2015. The Committee requires Kelvin Chia to: (a) assist with the Letters Rogatory in connection with issues related to the 2004 Orders; and (b) perform such other legal services as may be required or are otherwise deemed to be in the interests of the Committee in accordance with the Committee’s powers and duties as set forth in the Bankruptcy Code, Bankruptcy Rules or other applicable law (collectively, the "Foreign Services"). The current hourly rates (in Singapore Dollars) charged by Kelvin Chia for attorneys employed in its offices are: Senior Partner S$900 Partner/Associates S$250-S$800 Thio Ying Ying, Senior Partner S$900 Gerald Kuppusamy, Partner S$800 Jolyn Khoo, Associate S$250 Kelvin Chia will also be reimbursed for reasonable out-of-pocket expenses incurred. Thio Ying Ying, partner of Kelvin Chia, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. The Court for the District of Delaware will hold a hearing on the application on April 14, 2015, at 10:00 a.m. Objections were due April 2, 2015. Kelvin Chia can be reached at: Thio Ying Ying, Esq. KELVIN CHIA PARTNERSHIP 6 Temasek Blvd., 29th Floor Suntec Tower Four Singapore 038986 Tel: (65) 6408-7880 Fax: (65) 6224-4118 About Exide Technologies Headquartered in Milton, Ga., 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. EXIDE TECHNOLOGIES: Sells Emission Reduction Trading Credits ------------------------------------------------------------ Exide Technologies seeks authority from the U.S. Bankruptcy Court in Delaware to sell certain NOx and SOx emission reduction trading credits to Koch Supply & Trading for a total amount of $7,543,712, various news sources reported. BankruptcyData reported that the agreement between the Debtor and Koch provides that Koch will purchase Two single year trades of 65,366 pounds and 68,366 pounds, respectively, and an infinite year block trade of 70,866 pounds nitrogen oxide Regional Clean Air Incentives Market emissions reduction trading credits; and Two single year trades of 82,846 pounds and an infinite year block trade of 82,996 pounds sulphur oxide RECLAIM emissions reduction trading credits. According to BData, a brokerage fee of $264,030 will be deducted from the total purchase price. "Approving the agreement will commit the buyer to purchase the assets under the agreement and ensure that the debtor will generate substantial value for its estate in return for assets with expiration dates and which are no longer of any use to the debtor’s operations," Law360 reported, citing Exide in court papers. "It is in the best interests of the debtor and its estate to consummate a sale transaction now, while the debtor has an interested party looking to build its credits, and while the debtor has credits to sell," Law360 further cited Exide as saying. About Exide Technologies Headquartered in Milton, Ga., 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. Reorganized Exide's debt at emergence will comprise: (i) an estimated $225 million Exit ABL Revolver Facility; (ii) $264 million of New First Lien High Yield Notes; (iii) $284 million of New Second Lien Convertible Notes. The Debtor's non-debtor European subsidiaries are also expected to have approximately $23 million; (b) The New Second Lien Convertible Notes will be convertible into 80% of the New Exide Common Stock on a fully diluted basis; and (c) New Exide Common Stock would be allocated as follows: 15.0% to Holders of Senior Secured Note Claims after conversion of the New Second Lien Convertible Notes into New Exide Common Stock; 3.0% on account of the DIP/Second Lien Conversion Funding Fee; and 2.0% on account of the DIP/Second Lien Backstop Commitment Fee. In December 2014, Judge Kevin Carey denied the request of Exide shareholders for appointment of an official equity holders' committee. The shareholders objected to the Plan. FINJAN HOLDINGS: Signs $1 Million Patent Agreement with F-Secure ---------------------------------------------------------------- Finjan, Inc., a wholly-owned subsidiary of Finjan Holdings, Inc., entered into a confidential asset purchase and patent license agreement, effective as of April 7, 2015, with F-Secure Corporation. According to a Form 8-K filed with the Securities and Exchange Commission, the Agreement provides for F-Secure to pay Finjan the sum of $1,000,000 in cash, of which $700,000 is payable on or before April 20, 2015, and $300,000 is payable on or before March 31, 2016. The Agreement also provides for the assignment by F-Secure to Finjan of two patents, U.S. Patent Nos. 8,474,048 and 7,769,991, including among other things, all progeny applications or patents, foreign counterparts and reissues. In exchange for the foregoing and other valuable consideration, Finjan agreed to, subject to certain restrictions, limits and other conditions, grant F-Secure a worldwide, fully-paid up, nonexclusive field of use license to Finjan patents owned as of the Effective Date or acquired by Finjan or its affiliates within two years from the Effective Date, as well as to the F-Secure Patents. About Finjan Finjan, formerly known as Converted Organics, is a leading online security and technology company which owns a portfolio of patents, related to software that proactively detects malicious code and thereby protects end-users from identity and data theft, spyware, malware, phishing, trojans and other online threats. Founded in 1997, Finjan is one of the first companies to develop and patent technology and software that is capable of detecting previously unknown and emerging threats on a real-time, behavior-based basis, in contrast to signature-based methods of intercepting only known threats to computers, which were previously standard in the online security industry. Finjan reported a net loss of $10.47 million on $4.99 million of revenues for the year ended Dec. 31, 2014, compared to a net loss of $6.07 million on $0 of revenues in 2013. As of Dec. 31, 2014, Finjan had $20.69 million in total assets, $2.57 million in total liabilities, and $18.1 million in total stockholders' equity. FIRST PHILADELPHIA: Court to Close Case Unless Objections Filed --------------------------------------------------------------- The U.S. Bankruptcy Court for the District of New Jersey will close the Chapter 11 case of First Philadelphia Holdings LLC on or after April 23, 2015, unless an objection to closing is filed with the Court and served on the United States Trustee seven days prior to the hearing date set. In the event a timely objection is filed, a hearing will be held April 21, 2015, at 11:30 a.m. in Bankruptcy Court in Camden, New Jersey. About First Philadelphia Holdings, LLC First Philadelphia Holdings, LLC, is a Pennsylvania limited liability company formed on or about March 14, 2005. The Debtor is headquartered in New Jersey and is in the business of owning real estate located at 6501 New State Road a/k/a Tacony Street, Philadelphia, Pennsylvania. The Company filed a Chapter 11 petition (Bankr. D.N.J. Case No. 12-39767) on Dec. 21, 2012. The Debtor scheduled $15,000,000 in assets and $10,346,981 in liabilities as of the Chapter 11 filing. Judge Gloria M. Burns presides over the case. Maureen P. Steady, Esq., who has an office in Marlton, New Jersey, serves as the Debtor's bankruptcy counsel. In its schedules, the Debtor disclosed $15,000,000 in total assets and $10,346,981 in total liabilities. No official committee of unsecured creditors, trustee or examiner has been appointed in the Debtor's Chapter 11 case. FOODS INC: April 21 Hearing on Sale of Titled, Wheeled Vehicles --------------------------------------------------------------- The Bankruptcy Court will convene a hearing on April 21, 2015, at 1:30 p.m., to consider Foods, Inc., doing business as Dahl's Foods, et al.'s motion to sell several titled, wheeled vehicles. The Debtors propose to sell the property free and clear of all liens, claims, and encumbrances, in the ordinary course of business. The Debtors also requested for authorization to employ as auctioneer, Craig Hilpipre, with Equipment Marketers & Appraisers. The proposed sale of the vehicles will be by public auction, with webcast bidding, in the ordinary course of business, at an auction on a yet to be determined date and time. About Foods Inc. Dahl's Foods owns and operates 10 full-line grocery stores in and around the Des Moines, Iowa area. Since the 1970s, Dahl's has been employee owned pursuant to an ESOP with 97% of the ownership held by the ESOP. The remaining 3% is owned by certain past and present members of management and other former employees. Individual grocery store square footage ranges from 28,820 to 70,000 and averages 55,188. Dahl's employs over 950 people. For the 52 weeks ended June 28, 2014, Dahl's generated sales of $136.8 million. Foods, Inc. dba Dahl's Foods, Dahl's Food Mart, Inc., and Dahl's Holdings I, LLC, sought bankruptcy protection (Bankr. S.D. Iowa Lead Case No. 14-02689) in Des Moines, Iowa on Nov. 9, 2014, with a deal to sell to Associated Wholesale Grocers Inc. for $4.8 million. The Debtors have tapped Bradshaw, Fowler, Proctor & Fairgrave, P.C., as bankruptcy counsel, Crowe & Dunlevy, P.C., as special reorganization and conflicts counsel, and Foods Partners, LLC as financial advisor and investment banker. The U.S. Trustee for Region 12 appointed four creditors of Foods, Inc. to serve on the official committee of unsecured creditors. The Committee tapped Freeborn & Peters LLP as its counsel. FR 160: Judge Wanslee Orders Closing of Bankruptcy -------------------------------------------------- Bankruptcy Judge Madeleine C. Wanslee of the U.S. Bankruptcy Court for the District of Arizona on March 26, 2015, entered an order providing that the bankruptcy case of FR 160, LLC is closed, and if a trustee has been appointed, that trustee is discharged from and relieved of his trust. As reported in the Oct. 31, 2014, the Court granted FR 160 a dismissal of its Chapter 11 case. No party objected to the Debtor's motion. The Debtor was represented in the case by: Christopher H. Bayley, Esq. Andrew V. Hardenbrook, Esq. SNELL & WILMER L.L.P. One Arizona Center 400 E. Van Buren Phoenix, AZ 85004-2202 Tel: (602) 382-6000 Fax: (602) 382-6070 E-mail: cbayley@swlaw.com ahardenbrook@swlaw.com About FR 160 FR 160 LLC, originally named IMH Special Asset NT 160 LLC, was formed for the purpose of owning 51 residential lots and Tract H at the Flagstaff Ranch Golf Club Community generally located in Coconino County, Arizona. In January 2011, to resolve disputes with the golf club, the parties entered into an agreement where FR 160 delivered to the golf club a promissory note in the amount of $4,950,000, a promissory note of $720,000 and a deed of trust on the real property. FR 160 failed to make certain payments and the golf club initiated the non-judicial foreclosure process. FR 160 commenced bankruptcy to stop the trustee's sale of the property. It filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 12-13116) in Phoenix on June 12, 2012. FR 160, which claims to be a Single Asset Real Estate as defined in 11 U.S.C. Sec. 101(51B), estimated assets of up to $50 million and debts of up to $100 million. Attorneys at Snell & Wilmer L.L.P., in Phoenix, serve as counsel. The U.S. Trustee has not appointed an official committee in the case due to an insufficient number of persons holding unsecured claims against the Debtor that have expressed interest in serving on a committee. The U.S. Trustee reserves the right to appoint a committee should interest develop among the creditors. Attorneys at Gordon Silver, in Phoenix, represent creditor Flagstaff Ranch Golf Club as counsel. On Sept. 5, 2013, the Golf Club terminated the attorney relationship with Gordon Silver and indicated that it intended to move forward in the Debtor's bankruptcy case with Thomas E. Littler, Esq., shareholder and employee of Gordon Silver, as its sole counsel. The Amended Plan dated April 1, 2013, provides that funds to be used to make cash payments under the Amended Plan have been or will be generated from (i) the new value contributed by IMHFC in the amount of $500,000 to be deposited with the Debtor by no later than the Effective Date, (ii) the revenues derived from the sale of lots by the Debtor or the Reorganized Debtor; and (iii) the net proceeds from any Debtor Causes of Action. FREEDOM INDUSTRIES: Prosecutors Want A Website to Notify on Spill ----------------------------------------------------------------- Kate White, writing for Wvgazette.com, reports that federal prosecutors asked U.S. District Judge Thomas Johnston to approve a plan to issue a press release, maintain a website with case information, and publish a legal notice in the Charleston Gazette and Charleston Daily Mail for two weeks in the case against former Freedom Industries, Inc. officials in connection with the January 2014 chemical spill in the Kanawha Valley in West Virginia and surrounding communities. Prosecutors said in court documents that the number of potential crime victims in the cases make it impracticable to employ the usual way victims are notified of their rights. According to Wvgazette.com, the prosecutors said that they don't have the means to issue individual notices to all of the potential victims of the case. Wvgazette.com relates that former Freedom Industries officials William Tis, Charles Herzing, Robert Reynolds and Michael Burdette are awaiting sentencing hearings after pleading guilty to charges in connection with the spill. Former Freedom Industries officials Gary Southern and Dennis Farrell have pleaded not guilty, and their trial will start on Oct. 6, 2015, Wvgazette.com relates. About Freedom Industries Freedom Industries Inc. is engaged principally in the business of producing specialty chemicals for the mining, steel and cement industries. The Debtor operates two production facilities located in (a) Nitro, West Virginia; and (b) Charleston, West Virginia. The company, connected to a chemical spill that tainted the water supply in West Virginia, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. W.Va. Case No. 14-bk-20017) on Jan. 17, 2014. The case is assigned to Judge Ronald G. Pearson. The petition was signed by Gary Southern, president. The Debtor is represented by Mark E Freedlander, Esq., at McGuire Woods LLP, in Pittsburgh, Pennsylvania; and Stephen L. Thompson, Esq., at Barth & Thompson, in Charleston, West Virginia. On Dec. 31, 2013, four companies merged under the umbrella of Freedom Industries: Freedom Industries Inc., Etowah River Terminal LLC, Poca Blending LLC and Crete Technologies LLC. As reported in the Troubled Company Reporter on Feb. 20, 2014, Kate White, writing for The Charleston Gazette, reported that the Debtor disclosed $16 million in assets and $6 million in liabilities when it filed for bankruptcy. On Feb. 5, 2014, the U.S. Trustee appointed an official committee of unsecured creditors. The Committee retained Frost Brown Todd LLC as counsel. On March 18, 2014, the Bankruptcy Court approved the hiring of Mark Welch at MorrisAnderson in Chicago as Freedom's chief restructuring officer. FRESH PRODUCE: Section 341 Meeting Scheduled for May 6 ------------------------------------------------------ A meeting of creditors in the bankruptcy case of Fresh Produce Holdings, LLC will be held on May 6, 2015, at 1:00 p.m. at 341 Byron Rogers Room C, set per directive from the US Trustee's Office. This is the first meeting of creditors required under Section 341(a) of the Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This meeting of creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. About Fresh Produce Boulder, Colorado-based Fresh Produce -- http://www.freshproduceclothes.com/-- designs, develops and markets women's apparel and accessories. The company says its collections of tops, pants, skirts and dresses feature a signature garment dye process with more than 80 percent produced right here in the USA. It says products are available in 26 company-owned boutiques located across the United States, as well as 400 independent retail locations. Fresh Produce Holdings, LLC, commenced a Chapter 11 bankruptcy case (Bankr. D. Col. Case No. 15-13485) in Denver, Colorado, on April 4, 2015, without stating a reason. The Debtor estimated $10 million to $50 million in assets and debt in its Chapter 11 petition. The Debtor is represented by Michael J. Pankow, Esq., at Brownstein Hyatt Farber Schreck, in Denver, as its counsel. The case is assigned to Judge Sidney B. Brooks. The Debtor's subsidiaries earlier commenced bankruptcy cases on April 2, 2015: FP Brogan-Sanibel Island, LLC (Case No. 15-13420), Fresh Produce Coconut Point, LLC (Case No. 15-13421), Fresh Produce of St. Armands, LLC (Case No. 15-13417), Fresh Produce Retail, LLC (15-13415), and Fresh Produce Sportswear, LLC (15-13416). FUSION TELECOMMUNICATIONS: Offering $100M Worth of Securities ------------------------------------------------------------- Fusion Telecommunications International, Inc., filed a Form S-3 registration statement with the Securities and Exchange Commission relating to the offer of up to $100,000,000 of any combination of the Company's common stock, preferred stock, debt securities, warrants and units. The Company's common stock is currently quoted on The Nasdaq Capital Market and trades under the symbol "FSNN." On March 27, 2015, the closing price for the Company's common stock on The Nasdaq Capital Market was $4.472 per share. As of March 27, 2015, the aggregate market value of the Company's outstanding common stock held by non-affiliates, or public float, was approximately $27.9 million based on 7,435,028 shares of outstanding common stock, of which approximately 1,186,474 shares were held by affiliates, and a price of $4.472 per share, which was the last reported sale price of the Company's common stock on The Nasdaq Capital Market. A full-text copy of the prospectus is available for free at: http://is.gd/ypMGdm About Fusion Telecommunications New York City-based Fusion Telecommunications International, Inc., (OTC BB: FSNN) is a provider of Internet Protocol ("IP") based digital voice and data communications services to corporations and carriers worldwide. Fusion incurred a net loss applicable to common shareholders of $4.31 million in 2014, a net loss applicable to common shareholders of $5.48 million in 2013 and a net loss applicable to common stockholders of $5.61 million in 2012. As of Dec. 31, 2014, the Company had $73.7 million in total assets, $60.5 million in total liabilities and $13.3 million in total stockholders' equity. GASFRAC ENERGY: Closes Sale of Assets to STEP --------------------------------------------- Steve A. Peirce for foreign representative Ernst & Young Inc., the court appointed monitor, notified on April 7, 2015, the U.S. Bankruptcy Court of the closing of the sale of substantially all of GasFrac Energy Services, Inc. et al.'s assets. The Debtor, on March 20, disclosed that it has obtained the approval of the Court of Queen's Bench of Alberta and the United States Bankruptcy Court in respect of the definitive asset purchase agreement entered into between GASFRAC and STEP Energy Services Ltd., contemplating the sale of substantially all of its assets and related technology by GASFRAC to STEP, together with all other matters contemplated by the Sale Agreement. The sale transaction resulted from the previously announced court-approved sale and investment solicitation process conducted within the Companies Creditor's Arrangement Act and Chapter 15 of the United States Bankruptcy Code proceedings, under the supervision of Ernst & Young Inc., the court appointed monitor and the board of directors of the Corporation. GASFRAC will continue to operate its business under the supervision of its board of directors and the Monitor. About GASFRAC Energy Headquartered in Calgary, Canada, GASFRAC Energy Services Inc. -- http://www.gasfrac.com/-- is an oil and gas service company, whose business is to provide liquid petroleum gas (LPG) fracturing services to oil and gas companies in Canada and the United States of America. As of Dec. 31, 2011, GASFRAC had three 32 tons and nine 100 tons sand storage vessels, 47 fracturing pumpers, 150 LPG storage tanks and related equipment. GASFRAC's services are marketed and operated under the name of its wholly owned subsidiary GASFRAC Energy Services Limited Partnership. GASFRAC commenced proceedings and obtained court protection under the CCAA pursuant to an initial order granted by the Court of Queen's Bench, in the Province of Alberta, on Jan. 15, 2015, "as a result of a combination of continuing negative operating results, limited access at the present time to capital markets for junior issuers such as the Corporation, reduced industry activity resulting from depressed petroleum and natural gas commodity prices and the inability of the Corporation to obtain a suitable offer for the purchase of the Corporation or its assets after a strategic alternative process, which commenced on November 13, 2014, that would satisfy all of the Corporation's existing financial obligations, both secured and unsecured." Ernst & Young Inc., as monitor, sought protection under Chapter 15 of the U.S. Bankruptcy Code for GASFRAC Energy Services Inc. and its five affiliates (Bankr. W.D. Tex. Case No. 15-50161) on Jan. 15, 2015. The Chapter 15 cases are assigned to Judge Craig A. Gargotta. The Chapter 15 Petitioners are represented by Timothy S. Springer, Esq., Steve A. Peirce, Esq., and Louis R. Strubeck, Esq., at Fulbright & Jaworski LLP. GENERAL STEEL: Posts $78.3 Million Net Loss in 2014 --------------------------------------------------- General Steel Holdings, Inc., filed with the Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $78.3 million on $1.9 billion of sales for the year ended Dec. 31, 2014, compared with a net loss of $42.6 million on $2 billion of sales for the year ended Dec. 31, 2013. As of Dec. 31, 2014, General Steel had $2.56 billion in total assets, $3.12 billion in total liabilities, and a $562 million total deficiency. Friedman LLP, in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that the Company has an accumulated deficit, has incurred a gross loss from operations, and has a working capital deficiency at Dec. 31, 2014. These conditions raise substantial doubt about the Company's ability to continue as a going concern. A full-text copy of the Form 10-K is available for free at: http://is.gd/Ga18Tr About General Steel Holdings General Steel Holdings, Inc., headquartered in Beijing, China, produces a variety of steel products including rebar, high-speed wire and spiral-weld pipe. General Steel -- http://www.gshi-steel.com/-- has operations in China's Shaanxi and Guangdong provinces, Inner Mongolia Autonomous Region and Tianjin municipality with seven million metric tons of crude steel production capacity under management. GENOA A QOL: S&P Assigns 'B' Corp. Credit Rating; Outlook Stable ---------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'B' corporate credit rating to Genoa a QoL Healthcare Co. LLC. The outlook is stable. At the same time, S&P assigned its 'B' issue-level rating and '4' recovery rating to Genoa's proposed senior secured credit facility, which consists of a $50 million revolver, $265 million senior secured first-lien term loan, and $155 million senior secured second-lien term loan. The '4' recovery rating indicates S&P's expectation for average recovery (30% to 50%; on the higher end of the scale) to lenders in the event of payment default. "Our ratings on Genoa, similar to our assessment of QoL, reflect our assessment of the company's very narrow business focus as a provider of pharmacy services on-site at community mental health centers and the company's high leverage," said Standard & Poor's credit analyst Maryna Kandrukhin. S&P assess the business risk profile as "weak" and the financial risk profile as "highly leveraged". S&P expects pro forma funded leverage will be about 6.3x in 2015 and 6.0x in 2016; adjusted funds from operations (FFO) to total debt will be about 6.5% for 2015 and 6.7% for 2016; and that the company will generate moderate free cash flow in 2015 and 2016. S&P believes sponsor ownership of the company is likely to result in equity-friendly financial policies that will preclude the company's from maintaining all-in leverage below 5x, over time. S&P's stable rating outlook reflects its expectation that double-digit revenue growth and relatively stable EBITDA margins will support the generation of moderate free operating cash flow. S&P could lower its rating if competitive dynamics changed or reimbursement pressures limited the company's ability to generate meaningful free cash flow. This could occur if EBITDA margins narrowed by at least 300 basis points. Under this scenario, S&P might revise its business risk assessment to "vulnerable" and lower the rating. S&P could consider a higher rating if Genoa demonstrated a commitment to sustaining leverage below 5x and if the company's FFO to total debt rose to the midteens. While S&P's base-case analysis shows that this could occur in several years, based on potential EBITDA growth, it would also need to be confident that the company's financial sponsors would be committed maintaining leverage below 5x before S&P considered an upgrade. GLYECO INC: Extends Equity Incentive Program Until June 30 ---------------------------------------------------------- The Board of Directors of GlyEco, Inc., approved an extension of the Company's Equity Incentive Program, whereby the Company's employees may voluntarily elect to receive equity in lieu of cash for all or part of their salary compensation, according to a document filed with the Securities and Exchange Commission. The Board originally approved the Equity Incentive Program on Dec. 18, 2014. Pursuant to the Equity Incentive Program, each of the Company's employees may voluntarily choose to forego all or part of their salary compensation in exchange for stock options or shares of restricted stock. For each dollar of compensation foregone, each employee is eligible to receive either five stock options or four shares of restricted common stock. The Company will issue all stock options and restricted stock due to employees pursuant to the Equity Incentive Program on the last day of each calendar month. Stock options issued pursuant to the program will vest immediately upon issuance and have an exercise price of $0.24. Such stock options will have a term of 10 years and be otherwise subject to the terms of the Company's 2012 Equity Incentive Plan, including cashless exercise as an available form of payment. Restricted stock issued pursuant to the program will also vest immediately and have a stock basis of $0.24 per share. The Company's Chief Financial Officer, Alicia Williams Young, has decided to continue her participation in the Equity Incentive Program, as she will forego $1,000 of her cash compensation in exchange for 4,000 shares of restricted stock per month under the program. The Equity Incentive Program has been extended through June 30, 2015, at which time it will be reevaluated. Upon the conclusion of the program, the Company will calculate its profitability for the quarter using an adjusted EBITDA calculation, and if the Company has achieved profitable operations, it wiall proportionally distribute salary compensation back to all employees participating in the program. About GlyEco, Inc. Phoenix, Ariz.-based GlyEco, Inc., is a green chemistry company formed to roll-out its proprietary and patent pending glycol recycling technology that transforms waste glycols, a hazardous material, into profitable green products. GlyeCo reported a net loss of $4.01 million in 2013, a net loss of $1.86 million in 2012, and a net loss of $592,000 in 2011. The Company's balance sheet at Sept. 30, 2014, showed $15.5 million in total assets, $2.49 million in total liabilities and $13.03 million in total stockholders' equity. Semple, Marchal & Cooper, LLP, in Phoenix, Arizona, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company has yet to achieve profitable operations and is dependent on its ability to raise capital from stockholders or other sources to sustain operations and to ultimately achieve viable profitable operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. GLYECO INC: Incurs $8.7 Million Net Loss in 2014 ------------------------------------------------ Glyeco, Inc., filed with the Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss attributable to common shareholders of $8.73 million on $5.89 million of net sales for the year ended Dec. 31, 2014, compared with a net loss of $4 million on $5.53 million of net sales for the year ended Dec. 31, 2013. As of Dec. 31, 2014, Glyeco had $14.3 million in total assets, $3.05 million in total liabilities, and $11.2 million in total stockholders' equity. Semple, Marchal & Cooper, LLP, in Phoenix, Arizona, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that the Company has yet to achieve profitable operations and is dependent on its ability to raise capital from stockholders or other sources to sustain operations and to ultimately achieve viable operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. A full-text copy of the Form 10-K is available for free at: http://is.gd/MRcwur About GlyEco, Inc. Phoenix, Ariz.-based GlyEco, Inc., is a green chemistry company formed to roll-out its proprietary and patent pending glycol recycling technology that transforms waste glycols, a hazardous material, into profitable green products. GREEN FIELD: Liquidating Trustee Sues CEO for Role in Collapse -------------------------------------------------------------- Leslie Turk, writing for Theind.com, reports that Alan Halperin, the liquidating trustee charged with maximizing recoveries for Green Field Energy Service's creditors, filed on April 6, 2015, a lawsuit against Mike Moreno, the Company's founder, chairman and CEO, for breach of fiduciary duty, breach of contract, preferential transfer and related claims. Theind.com says that the Liquidating Trustee is seeking $230 million from Mr. Moreno and his companies. The Liquidating Trustee claims that, among other things, Mr. Moreno plundered the Company after realizing he'd made a disastrous bet on new fracking technology, Theind.com relates. According to the report, the Liquidating Trustee alleges that in 2011, Mr. Moreno saw an opportunity to make "a massive debt-fueled bet on certain speculative fracking technologies with other people's money." Theind.com quoted the Liquidating Trustee as saying, "Causing GFES to increase its capital expenditures more than 50-fold from the previous year -- funded by large occurrences of new debt -- Moreno plunged GFES into battle against formidable, established competition, tying the fate of the its business largely to the success of its speculative fracking technologies." The Liquidating Trustee, according to Theind.com, also claims a web of Moreno affiliates "engaged in a concerted campaign to strip the company . . . of its most valuable asset and walk away from substantial contractual funding obligations, ensuring the Company's swift demise -- all while extracting massive payments from the Company as it headed towards its final collapse." Theind.com states that among the 13 affiliate companies named in the lawsuit are Moody, Moreno and Rucks, MOR MGH Holdings, and Dynamic Group Holdings. Turbine Generation Services, Dynamic Energy Services International, Moreno Properties and Elle Investments are also included, the report states. About Green Field Energy Green Field Energy Services, Inc., is an independent oilfield services company that provides a wide range of services to oil and natural gas drilling and production companies to help develop and enhance the production of hydrocarbons. The Company's services include hydraulic fracturing, cementing, coiled tubing, pressure pumping, acidizing and other pumping services. Green Field Energy and two affiliates filed Chapter 11 petitions in Delaware on Oct. 27, 2013, after defaulting on an $80 million credit provided by an affiliate of Royal Dutch Shell Plc (Bankr. D. Del. Case No. 13-bk-12783). The Debtors hired Michael R. Nestor, Esq., and Kara Hammon Coyle, Esq., at Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware; and Josef S. Athanas, Esq., Caroline A. Reckler, Esq., Sarah E. Barr, Esq., and Matthew L. Warren, Esq., at Latham & Watkins LLP, in Chicago, Illinois, as attorneys. Carl Marks Advisory Group LLC was hired as investment banker, and Thomas E. Hill, from Alvarez & Marsal North America, LLC, was hired as the Debtors' chief restructuring officer. In its schedules, Green Field disclosed $306,960,039 in total assets and $447,199,869 in total liabilities. Roberta A. DeAngelis, The U.S. Trustee for Region 3, appointed six members to the official committee of unsecured creditors in the Chapter 11 cases of Green Field Energy Services, Inc., et al. The Bankruptcy Court authorized the U.S. Trustee to appoint Steven A. Felsenthal, Esq., as examiner. He retained The Hogan Firm as his counsel. Leslie Turk, writing for Theind.com, reports that the case was later converted to a Chapter 7 and its assets liquidated in a sale. GRIDWAY ENERGY: Withdraws Motion to Convert Cases to Chapter 7 -------------------------------------------------------------- Gridway Energy Holdings, Inc., et al., had withdrawn their motion to convert their bankruptcy cases to cases under Chapter 7 of the Bankruptcy Code. On Feb. 27, 2015, the Debtors filed a motion asking the Court (i) convert their cases to Chapter 7; and (ii) setting bar date for filing final Chapter 11 professional fee applications. As reported in the Troubled Company Reporter on April 2, 2015, Law360 reported that Glacial Energy Holdings Inc. asked the Bankruptcy Court to place what little remains of its Chapter 11 case into Chapter 7 proceedings, saying it could no longer pay the U.S. Trustee or other professionals involved in the winding down of its operations. Though Glacial Energy asked in October for more time to file a Chapter 11 plan, the U.S. Trustee's Office argued that the company had failed to provide the financial updates necessary to prove it could produce a viable plan. About Gridway Energy Gridway Energy Holdings, Inc., and its affiliates, including Glacial Energy Holdings -- providers of electricity and natural gas in markets that have been restructured to permit retail competition -- sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 14-10833) on April 10, 2014. The Debtors have 200,000 electric residential customers and 55,000 gash residential customers across the U.S. A large portion of the customers' energy consumption and revenue is generated in the northeast U.S., Ohio, Illinois and Texas (collectively accounting for 80% of revenue), with the remaining portion coming from California and other states. The Debtors blamed the bankruptcy due to lower revenue brought by increased market competition, which caused the Debtors to default on certain of their obligations. Gridway defaulted on $60 million of debt. Prepetition, the Debtors negotiated a stock purchase transaction with an interested buyer. But in March 2014, the purchaser withdrew from the transaction because of the large amount of debt that the purchaser would become liable through a stock transaction. The Debtors are represented by Michael R. Nestor, Esq., Joseph M. Barry, Esq., and Donald J. Bowman, Jr., Esq., at Young Conaway Stargatt & Taylor, LLP; and Alan M. Noskow, Esq., and Mark A. Salzberg, Esq., at Patton Boggs LLP. They employed Omni Management Group, LLC, as claims and notice agent. Gridway Energy estimated assets of $500 million to $1 billion and debt of more than $1 billion. The Creditors' Committee is represented by Sharon Levine, Esq., and Philip J. Gross, Esq., at Lowenstein Sandler LLP; and Frederick B. Rosner, Esq., and Julia B. Klein, Esq., at The Rosner Law Group LLC. Vantage is represented in the case by Ingrid Bagby, Esq., David E. Kronenberg, Esq., Kenneth Irvin, Esq., and Karen Dewis, Esq., at Cadwalader, Wickersham & Taft LLP, and Jason M. Madron, Esq., at Richards, Layton & Finger, P.A. GT ADVANCED: Bids for SSG Assets Due April 29 --------------------------------------------- GT Advanced Technologies Inc. and its affiliated debtors have determined to dispose of certain assets of debtor GT Sapphire Systems Group LLC and have asked Rothschild Inc. to solicit potential purchasers for the SSG Assets. SSG develops and sells a wide range of high temperature thermal and vacuum products used in the fabrication of advanced materials. SSG's manufacturing facility is located in Santa Rosa, California. The SSG Assets primarily consist of accounts receivable, certain fixed assets, and inventory. Rothschild has been in contact with several potential purchasers of the SSG Assets and has determined to establish a deadline to submit final, binding bids for the SSG Assets. The deadline to submit final, binding bids for the SSG Assets is April 29, 2015, at 4:00 p.m. (Eastern Time). Parties interested in acquiring the SSG Assets should contact: ROTHSCHILD Attention: Joseph Denham Telephone: (212) 403-5529 E-mail: joseph.denham@rothschild.com By order dated Oct. 30, 2014, the Court authorized GTAT to employ Rothschild Inc. as its financial advisor and investment banker, including to assist GTAT in marketing and selling assets that GTAT determines to dispose of. About GT Advanced Technologies Headquartered in Merrimack, New Hampshire, GT Advanced Technologies Inc. -- http://www.gtat.com/-- produces materials and equipment for the electronics industry. On Nov. 4, 2013, GTAT announced a multiyear supply deal with Apple Inc. to produce sapphire glass material for use in consumer electronics products. Under the deal, Apple would provide GTAT with a prepayment of approximately $578 million paid in four installments and, starting in 2015, GTAT would reimburse Apple for the prepayment over a five-year period. GT is a publicly held corporation whose stock was traded on NASDAQ under the ticker symbol "GTAT." GTAT was de-listed from the NASDAQ stock exchange in October 2014. As of June 28, 2014, the GTAT Group's unaudited and consolidated financial statements reflected assets totaling $1.5 billion and liabilities totaling $1.3 billion. As of Sept. 29, 2014, GTAT had $85 million in cash, $84 million of which is unencumbered. On Oct. 6, 2014, GT Advanced Technologies and eight affiliates filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. D.N.H. Lead Case No. 14-11916). GT says that it has sought bankruptcy protection due to a severe liquidity crisis brought about by its issues with Apple. The Debtors have tapped Nixon Peabody LLP and Paul Hastings LLP as attorneys and Kurtzman Carson Consultants LLC as claims and noticing agent. The U.S. Trustee has named seven members to the Official Committee of Unsecured Creditors. The Committee' professionals are Kelley Drye as its bankruptcy counsel; Devine, Millimet & Branch, Professional Association as local counsel; EisnerAmper LLP as financial advisors; and Houlihan Lokey Capital, Inc. as investment banker. GTAT has reached a settlement with Apple. The settlement gives Apple an approved claim for $439 million secured by more than 2,000 sapphire furnaces that GT Advanced owns and has four years to sell, with proceeds going to Apple. In addition, Apple gets royalty-free, non-exclusive licenses for GTAT's technology. GT ADVANCED: Debtor, Committee Reach Deal with PwC on Transfers --------------------------------------------------------------- GT Advanced Technologies Inc. and its Official Committee of Unsecured Creditors have reached an agreement with PricewaterhouseCoopers LLP, in connection with any and all potential causes of action against PwC under Sections 544 through 550 of the Bankruptcy Code. On Jan. 28, 2015, the Debtors filed their application to employ PwC as accounting and tax advisor, nunc pro tunc to the Petition Date. The Debtors sought to retain PwC to provide necessary accounting, tax, auditing and financial advisory services that will be important to the success of the chapter 11 cases. On Feb. 9, 2015, the U.S. Trustee filed an objection to the application. The U.S. Trustee asserted that PwC's retention should be denied because the Debtors' estates may have potential claims against PwC pursuant to Section 547 of the Bankruptcy Code, such that PwC is not a disinterested person within the meaning of Section 327 of the Bankruptcy Code. The U.S. Trustee identified $839,967 in transfers made by the Debtors to PwC during the 90-day period preceding the Petition Date, and asserted that three payments totaling $404,165 may be potentially avoidable as preferences. In advance of the Feb. 12, 2015 hearing on the Application, the U.S. Trustee and PwC reached an agreement resolving the Objection whereby PwC would repay the Debtors' estates $100,000, subject to the estates' rights to bring a preference action against PwC in the future. At the hearing, the Court questioned whether the settlement proposal cured the preference and disinterestedness issues raised by the U.S. Trustee, in light of: (i) alleged gross Preference Period transfers of $840,000; (ii) potential net preference liability identified by the U.S. Trustee exceeding $400,000; and (iii) the possible conflict of interest that might result from allowing PwC's retention to proceed forward if full resolution of the preference issues was deferred to a later date. As a result of these concerns, the Court continued the hearing on the Application to March 18, 2015, and directed the Committee, in the interim, to analyze the Transfers and inform the Court whether the Committee believed there was a colorable claim against PwC for recovery of $840,000. Committee's Investigation Immediately following the Feb. 12 hearing, Kelley Drye conducted a thorough analysis of the Transfers. The Debtors provided payment data and copies of PwC invoices dating back to approximately two years before the Petition Date. PwC also supplied additional invoices not initially among the materials made available by the Debtors, together with information regarding PwC's defenses to the alleged preferences. Based on this information, Kelley Drye compared the Transfers to the historical payment relationship between the Debtors and PwC. As a threshold matter, Kelley Drye concluded that more than half of the Debtors' gross Transfers to PwC were subjectively ordinary and, therefore, likely protected from avoidance pursuant to Section 547(c)(2)(A) of the Bankruptcy Code. Kelley Drye also considered application of the "contemporaneous exchange" defense under Section 547(c)(1) of the Bankruptcy Code to one or more of the Transfers, as well as the objective "ordinary course" standard under 547(c)(2)(B) of the Bankruptcy Code, in its effort to evaluate the realistic value of any preference claims held by the Debtors' estates against PwC. In addition, PwC provided evidence of $20,000 in services rendered to the Debtors that qualified as subsequent new value under Section 547(c)(4) of the Bankruptcy Code, further reducing PwC's net preference exposure. Following this analysis, Kelley Drye and PwC engaged in arms'-length negotiations regarding all of the foregoing issues and, after multiple rounds of negotiations, ultimately reached an agreement to fully resolve PwC's potential liability in the cases, which agreement is supported and joined by the Debtors. Kelley Drye's analysis and the proposed settlement were presented to the Committee, which approved the compromise. At the continued hearing on the Application held on March 18, 2015, the Debtors and the Committee presented the terms of the settlement to the Court, which include: -- PwC's lump-sum payment of $210,000 to the Debtors; -- PwC's waiver of any claim arising under section 502(h) of the Bankruptcy Code in respect of its payment of the Settlement Amount; and -- The estates' release, with prejudice, of PwC from any claims or causes of action arising under Sections 544 through 550 of the Bankruptcy Code. On March 20, 2015, the Court entered an order approving the Application, subject to further order of the Court under Bankruptcy Rule 9019 approving the compromise of the preference issues outlined at the March 18 hearing. Thereafter, subject to the approval of the Court, the Debtors, the Committee and PwC entered into the Settlement Stipulation. James S. Carr, Esq., at Kelley Drye & Warren LLP, relates that the Committee and PwC engaged in intense negotiations over the avoidability of the Transfers and the various defenses raised by PwC. After extensive discussions of the legal and factual issues, the parties determined that the proposed settlement was a far preferable alternative to denial of the Application and/or future litigation of a preference action. The Committee's attorneys can be reached at: James S. Carr, Esq. Jason R. Adams, Esq. KELLEY DRYE & WARREN LLP 101 Park Avenue New York, NY 10178 Tel: (212) 808-7800 Fax: (212) 808-7897 E-mail: jcarr@kelleydrye.com - and - Charles R. Powell, Esq. DEVINE, MILLIMET & BRANCH, P.A. 111 Amherst Street Manchester, NH 03101 Tel: (603) 669-1000 Fax: (603) 518-2461 E-mail: cpowell@devinemillimet.com About GT Advanced Technologies Headquartered in Merrimack, New Hampshire, GT Advanced Technologies Inc. -- http://www.gtat.com/-- produces materials and equipment for the electronics industry. On Nov. 4, 2013, GTAT announced a multiyear supply deal with Apple Inc. to produce sapphire glass material for use in consumer electronics products. Under the deal, Apple would provide GTAT with a prepayment of approximately $578 million paid in four installments and, starting in 2015, GTAT would reimburse Apple for the prepayment over a five-year period. GT is a publicly held corporation whose stock was traded on NASDAQ under the ticker symbol "GTAT." GTAT was de-listed from the NASDAQ stock exchange in October 2014. As of June 28, 2014, the GTAT Group's unaudited and consolidated financial statements reflected assets totaling $1.5 billion and liabilities totaling $1.3 billion. As of Sept. 29, 2014, GTAT had $85 million in cash, $84 million of which is unencumbered. On Oct. 6, 2014, GT Advanced Technologies and eight affiliates filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. D.N.H. Lead Case No. 14-11916). GT says that it has sought bankruptcy protection due to a severe liquidity crisis brought about by its issues with Apple. The Debtors have tapped Nixon Peabody LLP and Paul Hastings LLP as attorneys and Kurtzman Carson Consultants LLC as claims and noticing agent. The U.S. Trustee has named seven members to the Official Committee of Unsecured Creditors. The Committee' professionals are Kelley Drye as its bankruptcy counsel; Devine, Millimet & Branch, Professional Association as local counsel; EisnerAmper LLP as financial advisors; and Houlihan Lokey Capital, Inc. as investment banker. GTAT has reached a settlement with Apple. The settlement gives Apple an approved claim for $439 million secured by more than 2,000 sapphire furnaces that GT Advanced owns and has four years to sell, with proceeds going to Apple. In addition, Apple gets royalty-free, non-exclusive licenses for GTAT's technology. GT ADVANCED: Has $45MM Deal with Chinese Customer for ASF Furnaces ------------------------------------------------------------------ GT Advanced Technologies Inc. and its affiliated debtors ask the U.S. Bankruptcy Court for the District of New Hampshire to approve an amendment to the purchase agreement between GT Advanced Technologies Limited ("GT Hong Kong") and a Chinese purchaser of advanced sapphire furnaces. The name of the customer and the amount of the purchase commitments, as well as other figures, were redacted from GTAT's bankruptcy court filings. According to the motion, pursuant to a First Amendment to the 2015 ASK Purchase Order, the parties will net and set off certain obligations under their Seed Agreement, namely: * Customer's claims against GTAT Corp. and GT Hong Kong for outstanding purchase commitments under the Seed Agreement for the purchase of sapphire seeds; * GTAT Corp.'s claim against Customer for the application of an unapplied deposit under the Seed Agreement; and * GT Hong Kong's receivable from Customer on account of the outstanding balance of the purcahse price for certain ASF Furnaces that Customer purchased from GT Hong Kong under a prepeition purchase order. The resolution of these obligations is a necessary condition to Customer agreeing to perform under a purchase order for the purchase of ASF Furnaces from GT Hong Kong for an aggregate purchase price of more than $45 million. After months of good-faith, arm's length negotiations, GTAT and Customer have reached a consensual resolution of the obligations under their prepetition contracts. Specifically, the First Amendment provides: -- Customer agrees to reduce the outstanding purchase commitment by GTAT Corp. under the Seed Agreement by [__]. -- The reduced purchase price balance under the Seed Agreement will be satisfied as follows: (a) Customer will credit the unapplied [__] deposit made by GTAT Corp. and Customer will deliver [__] of seeds to GTAT under the Seed Agreement; (b) Customer will effectively offset the [__] outstanding balance owed to GT Hong Kong under the Prepetition ASF Order against the seed purchase balance and Customer will deliver [__] of seeds to GTAT under the Seed Agreement, and (c) GT Hong Kong will purchase for cash sapphire seeds, over screens, or other materials form Customer with an aggregate value of [__]. -- The amount of additional seeds that GT Hong Kong is obligated to purchase will be calculated on a pro rata basis that is proportional to the number of ASF units that Customer purchases under the new purchase orders for ASF Furnaces. In other words, Customer will not receive the full [__] payment until and unless it has acquired and paid for all ASF Furnaces. -- GT Hong Kong will receive a total of up to [__] sapphire seeds, which GTAT believes it can monetize over the next three years for an aggregate amount between [__]. Robert E. Winter, Esq., at Paul Hastings LLP, notes that for the avoidance of doubt, GTAT is not seeking Court approval to enter into the new purchase order with Customer for the purchase of ASF Furnaces. Pursuant to the Court's order, dated Dec. 15, 2014 ("Sale Procedures Order"), neither approval of the Court nor the consent of the statutory committee is required for any single transaction involving the sale of 300 ASF Furnaces. Nor is GTAT seeking authorization to assume the Seed Agreement with Customer. Instead, GTAT will merely continue to perform under this prepetition agreement on a postpetition basis, as it believes it is permitted to do without having to seek Court authorization. Because of the transparency concerns discussed by the Debtors and the Committee, however, the Debtors are essentially seeking a comfort order with respect to the ordinary course nature of the transaction with Customer. In addition, the GT Parties seek authorization from the Court to enter into an intercompany agreement, pursuant to which GT Hong Kong agrees to compensate other GT Parties for the benefits GT Hong Kong received under the settlement with Apple and for GTAT Corp.'s forbearance from terminating its exclusive license agreement with GT Hong Kong (which could lead to GT Hong Kong not being able to sell its ASF Furnaces for more than scrap value because the use of GTAT Corp.'s intellectual property is necessary to operate the ASF Furnaces). Specifically, the Apple settlement lifted the restrictions on the sale of ASF Furnaces (which restrictions also applied to GT Hong Kong). The Intercompany Agreement requires GT Hong Kong to compensate any GT Party that pays the Apple Repayment Amount on account of the sale of GH Hong Kong's ASF Furnaces by requiring GT Hong Kong to pay, at a minimum and at this time while the parties consider further required adjustments, an equivalent amount to such GT Party. Thus, the Intercompany Agreement implements the Apple Settlement Agreement as it affects the intercompany right and obligations among the Chapter 11 estates. A copy of the declaration of Jeffrey Ford, vice president, Asia Sales & Service and Global Supply Management, in support of the Motion is available for free at: About GT Advanced Technologies Headquartered in Merrimack, New Hampshire, GT Advanced Technologies Inc. -- http://www.gtat.com/-- produces materials and equipment for the electronics industry. On Nov. 4, 2013, GTAT announced a multiyear supply deal with Apple Inc. to produce sapphire glass material for use in consumer electronics products. Under the deal, Apple would provide GTAT with a prepayment of approximately $578 million paid in four installments and, starting in 2015, GTAT would reimburse Apple for the prepayment over a five-year period. GT is a publicly held corporation whose stock was traded on NASDAQ under the ticker symbol "GTAT." GTAT was de-listed from the NASDAQ stock exchange in October 2014. As of June 28, 2014, the GTAT Group's unaudited and consolidated financial statements reflected assets totaling $1.5 billion and liabilities totaling $1.3 billion. As of Sept. 29, 2014, GTAT had $85 million in cash, $84 million of which is unencumbered. On Oct. 6, 2014, GT Advanced Technologies and eight affiliates filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. D.N.H. Lead Case No. 14-11916). GT says that it has sought bankruptcy protection due to a severe liquidity crisis brought about by its issues with Apple. The Debtors have tapped Nixon Peabody LLP and Paul Hastings LLP as attorneys and Kurtzman Carson Consultants LLC as claims and noticing agent. The U.S. Trustee has named seven members to the Official Committee of Unsecured Creditors. The Committee' professionals are Kelley Drye as its bankruptcy counsel; Devine, Millimet & Branch, Professional Association as local counsel; EisnerAmper LLP as financial advisors; and Houlihan Lokey Capital, Inc. as investment banker. GTAT has reached a settlement with Apple. The settlement gives Apple an approved claim for $439 million secured by more than 2,000 sapphire furnaces that GT Advanced owns and has four years to sell, with proceeds going to Apple. In addition, Apple gets royalty-free, non-exclusive licenses for GTAT's technology. GT ADVANCED: Proposes to Sell Machinery via Online Auction ---------------------------------------------------------- GT Advanced Technologies Inc. and its affiliated debtors ask the U.S. Bankruptcy Court for the District of New Hampshire to approve the sale of certain machinery, equipment, tools, furniture, electronics and other miscellaneous goods that the Debtors are currently storing in Arizona, Massachusetts and New Hampshire to the winning bidders via a series of online auctions with the assistance of Cunningham & Associates, Inc., serving as auctioneer. In connection with its sapphire manufacturing and production business, GTAT acquired a significant quantity of machinery, equipment, tools, and other miscellaneous assets. As has been well-documented in the Chapter 11 cases, GTAT has exited the sapphire growth and production business. As a result of this decision, many of these assets are no longer useful to GTAT's business, but they can be a source of value in GTAT's reorganization if they can be sold. GTAT believes that the most efficient and cost-effective way to sell many of these non-core assets is through online auctions that would be managed, marketed and promoted by a professional auctioneer. GTAT intends to conduct the online auctions with the assistance of C&A, as auctioneer. GTAT seeks approval to conduct a series of advertised auction sales over the next several months on C&A's Web site, http://www.AuctionAZ.com/ C&A will extensively market and promote the Assets with bidders throughout the world prior to each online auction through (a) advertisements on several online auction sites, including http://www.bidspotter.com/,which specializes in industrial auctions; (b) targeted direct mailings throughout the United States; (c) print and/or digital advertisements in several industry magazines and trade journals; (d) advertisements through social media, including Facebook and Twitter; and (e) YouTube commercials in English, Korean, and Mandarin. C&A will be compensated 10% of individual auction lots that sell for more than $20,000, 15% of individual auction lots that sell for $1,000.01 to $19,999.99, and 20% of individual auction lots that sell for $1,000 or less (the "Broker Commission"). In addition to the amount of the winning bid, the winning bidder will pay an 18% buyer's premium directly to C&A. The Broker Commission will be paid out of the Buyer's Premium. If the Buyer's Premium exceeds the Broker Commission to which C&A is entitled for any individual auction lot, C&A will rebate back to GTAT the excess amount. A hearing on the Motion is scheduled for April 16. A full-text copy of the motion, including the proposed procedures, is available for free at: http://bankrupt.com/misc/GTAT_M_Online_Auction.pdf About GT Advanced Technologies Headquartered in Merrimack, New Hampshire, GT Advanced Technologies Inc. -- http://www.gtat.com/-- produces materials and equipment for the electronics industry. On Nov. 4, 2013, GTAT announced a multiyear supply deal with Apple Inc. to produce sapphire glass material for use in consumer electronics products. Under the deal, Apple would provide GTAT with a prepayment of approximately $578 million paid in four installments and, starting in 2015, GTAT would reimburse Apple for the prepayment over a five-year period. GT is a publicly held corporation whose stock was traded on NASDAQ under the ticker symbol "GTAT." GTAT was de-listed from the NASDAQ stock exchange in October 2014. As of June 28, 2014, the GTAT Group's unaudited and consolidated financial statements reflected assets totaling $1.5 billion and liabilities totaling $1.3 billion. As of Sept. 29, 2014, GTAT had $85 million in cash, $84 million of which is unencumbered. On Oct. 6, 2014, GT Advanced Technologies and eight affiliates filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. D.N.H. Lead Case No. 14-11916). GT says that it has sought bankruptcy protection due to a severe liquidity crisis brought about by its issues with Apple. The Debtors have tapped Nixon Peabody LLP and Paul Hastings LLP as attorneys and Kurtzman Carson Consultants LLC as claims and noticing agent. The U.S. Trustee has named seven members to the Official Committee of Unsecured Creditors. The Committee' professionals are Kelley Drye as its bankruptcy counsel; Devine, Millimet & Branch, Professional Association as local counsel; EisnerAmper LLP as financial advisors; and Houlihan Lokey Capital, Inc. as investment banker. GTAT has reached a settlement with Apple. The settlement gives Apple an approved claim for $439 million secured by more than 2,000 sapphire furnaces that GT Advanced owns and has four years to sell, with proceeds going to Apple. In addition, Apple gets royalty-free, non-exclusive licenses for GTAT's technology. HALCON RESOURCES: Holders Agree to Swap $117M Notes for Shares -------------------------------------------------------------- Halcon Resources Corporation disclosed in a document filed with the Securities and Exchange Commission that it entered into an exchange agreement with two investment funds advised by Franklin Templeton Investments, each of which is an existing holder of the Company's 9.75% senior notes due 2020, pursuant to which the Holders agreed to exchange an aggregate $117 million principal amount of those notes for approximately 65.5 million shares of the Company's common stock, resulting in an effective exchange price of $1.78 per share. The exchange offer is expected to close in mid-April 2015, at which time all interest that accrued since the prior interest payment date in January 2015 will be paid to the Holders. The exchange offer is being made in reliance on the exemption from registration provided by Section 3(a)(9) under the Securities Act of 1933, as amended. About Halcon Resources Halcon Resources Corporation acquires, produces, explores and develops onshore liquids-rich assets in the United States. This independent energy company operates in the Bakken/Three Forks, El Halcon and Tuscaloosa Marine Shale formations. As of Sept. 30, 2014, Halcon Resources had $5.93 billion in total assets, $3.59 billion in total liabilities, $111 million in redeemable noncontrolling interest, and $1.51 billion in total stockholders' equity. * * * As reported by the TCR on Jan. 27, 2015, Moody's Investors Service downgraded Halcon's Corporate Family Rating to 'Caa1' from 'B3' and the Probability of Default Rating to 'Caa1-PD' from 'B3-PD'. The downgrade reflects growing risk for Halcon's business profile because of high financial leverage and limited liquidity as its existing hedges roll-off and stop contributing to its borrowing base over the next 12-18 months. In the June 30, 2014, Standard & Poor's Ratings Services affirmed all its ratings, including its 'B' corporate credit rating, on Houston-based Halcon. HIPCRICKET INC: Has Interim Nod of ESW Capital Financing -------------------------------------------------------- U.S. Bankruptcy Judge Laurie Selber Silverstein has authorized Hipcricket, Inc., on an interim basis, to obtain senior secured postpetition financing in an aggregate maximum principal amount of $4,500,000 on a superpriority basis pursuant to the terms and conditions of a DIP Promissory Note from ESW Capital, LLC as lender. The Debtors are also authorized to use cash collateral. ESW Capital will commit to providing DIP Financing in an amount necessary to fund (a) the indefeasible payment in full of the DIP obligations from SITO Mobile, Ltd., in cash immediately and (b) the Debtor's operations and its administrative costs as set forth on an agreed-upon budget submitted by the Debtor and acceptable to DIP Lender. The Debtor requires immediate access to liquidity to (a) repay its prior postpetition financing facility, which terminated on March 9, 2015; (b) fund ordinary course working capital needs and chapter 11 administrative expenses; and (c) effectuate a restructuring of the Debtor via a plan of reorganization. On Jan. 20, 2015, the Debtor filed the Chapter 11 case with a postpetition financing facility sponsored by the Debtor's stalking horse bidder, SITO Mobile, Ltd. On Feb. 11, 2015, the Court entered an order approving the SITO DIP Facility. The Debtor also entered into that certain Senior Secured Superpriority Debtor-in-Possession Promissory Note dated as of Jan. 23, 2015 with SITO. As contemplated, the Debtor has drawn $3.4 million from the SITO DIP Facility (a) to repay borrowings under a prepetition accounts receivable credit facility, (b) fund its day-to-day working capital needs, and (c) fund Chapter 11 administrative expenses in an effort to consummate a sale of the Debtor's assets. The Debtor on March 6, 2015, held an auction, pursuant to the bid procedures approved in this case. At the auction, the Debtor selected a bid submitted by ESW Capital that contemplates a plan of reorganization, as the highest and best offer. Pursuant to an order entered on March 13, 2015, the Court declared the ESW Bid the highest and best offer and authorized ESW Capital to be the joint sponsor of the Plan. Pursuant to an agreement made on the record at a hearing before the Court on February 27, 2015, SITO's obligation to fund the SITO DIP Facility terminated on March 9, 20l5. The ESW Bid contemplates that a portion of its postpetition financing facility will be used to immediately repay the SITO DIP Facility and to provide financing sufficient to fund the Debtor's operations and its administrative costs, pursuant to a mutually agreeable budget pending confirmation of the Plan, in an amount not to exceed $4,500,000 in the aggregate. The ESW DIP Facility represents the best source of financing available to the Debtor under the circumstances, and was negotiated extensively at arm's length with the DIP Lender, resulting in terms that the Debtor submits ace reasonable and appropriate to meet the Debtor's financing needs during the chapter 11 case. The Debtor has not been able to obtain an alternative financing commitment on terms better than proposed by the DIP Lender. The ESW DIP Facility provides financing on terms substantially similar to the SITO DIP Facility. Specifically the ESW DIP Facility provides: A. a line of credit, up to a maximum of $4.5 million, secured by first priority liens on any and all of the Debtor's assets upon which SITO was granted liens pursuant to the SITO DIP and junior liens on the Debtor's assets encumbered by Permitted Liens; B. borrowings and disbursements to be made pursuant to the terms of the budget, but under no circumstance shall be for an amount in excess of the Stated Principal Amount. About Hipcricket Inc. Headquartered in Bellevue, Washington, Hipcricket, Inc., formerly known as Augme Technologies, is a publicly held Delaware corporation. Hipcricket is in the business of providing end-to-end, data-driven mobile advertising and marketing solutions through its proprietary AD LIFE software-as-a service platform a proprietary, mobile engagement platform for businesses to communicate with customers through cellphones, tablets and other mobile devices. The Company had 77 full-time employees as of the bankruptcy filing. Hipcricket sought Chapter 11 protection (Bankr. D. Del. Case No. 15-10104) on Jan. 20, 2015, with a deal to sell its assets. The Debtor tapped Pachulski Stang Ziehl & Jones LLP as counsel, Canaccord Genuity Inc. as investment banker, Perkins Coie LLP as special corporate counsel, and Omni Management Group, LLC, as claims and noticing agent. As of Jan. 20, 2015, the Company had total assets of $16.8 million and liabilities of $12.06 million. The Debtor filed plan of reorganization sponsored by ESW Capital, LLC. The Debtor and ESW Capital negotiated a replacement postpetition financing facility, providing up to $4.5 million in financing, on substantially similar terms as the DIP Facility provided by SITO Mobile. The U.S. Trustee for Region 3 appointed five creditors to serve on an official committee of unsecured creditors. The Committee retained Cooley LLP as lead counsel, Pepper Hamilton LLP as Delaware counsel, and Getzler Henrich & Associates, LLC, as financial advisor. HIPCRICKET INC: Rust Omni Approved as Administrative Agent ---------------------------------------------------------- The U.S. Bankruptcy Court authorized Hipcricket, Inc., to employ Rust Consulting Omni Bankruptcy, a division of Rust Consulting, Inc., as administrative agent. Rust Omni will not be compensated or reimbursed for its services as administrative agent. As reported in the Troubled Company Reporter on Jan. 28, 2015, Judge Laurie Selber Silverstein authorized Rust Omni as claims and noticing agent to, among other things, (a) distribute required notices to parties-in-interest, (b) receive, maintain, docket, and otherwise administer the proofs of claims filed in the Debtor's Chapter 11 case, and (c) provide other administrative services -- as required by the Debtor -- that would fall within the purview of services to be provided by the Clerk's Office. The services to be rendered by Rust Omni will be billed at discounted hourly rates and will range from $20 to $125 per hour. Specifically, Rust Omni will charge the Debtor at these hourly rates: Rate ---- Clerical Support $20 Project Specialists $45 Project Supervisors $65 Consultants $80 Technology/Programming $90 Senior Consultants $125 The firm will charge $0.10 per image for facsimile noticing but will waive the fees for e-mail noticing. The creation of the informational Web site is free of charge but data entry will cost $45 per hour and customization will cost $90 per hour. The firm's call centers will charge $45 per hour. The firm will bill $20 to $125 per hour for the preparation and updating of the schedules and SOFAs. Prior to the Petition Date, the Debtor provided Rust Omni a retainer in the amount of $10,000. About Hipcricket Headquartered in Bellevue, Washington, Hipcricket, Inc., formerly known as Augme Technologies, is a publicly held Delaware corporation. Hipcricket is in the business of providing end-to-end, data-driven mobile advertising and marketing solutions through its proprietary AD LIFE software-as-a service platform -- a proprietary, mobile engagement platform for businesses to communicate with customers through cellphones, tablets and other mobile devices. The Company had 77 full-time employees as of the bankruptcy filing. Hipcricket sought Chapter 11 protection (Bankr. D. Del. Case No. 15-10104) on Jan. 20, 2015, with a deal to sell its assets. The Debtor has tapped Pachulski Stang Ziehl & Jones LLP as counsel, Canaccord Genuity Inc. as investment banker, Perkins Coie LLP as special corporate counsel, and Omni Management Group, LLC, as claims and noticing agent. As of Jan. 20, 2015, the Company had total assets of $16.8 million and liabilities of $12.06 million. HOLDER GROUP: Court Approves Harris Law as Bankruptcy Counsel ------------------------------------------------------------- U.S. Bankruptcy Judge Bruce T. Beesley authorized The Holder Group Sundance, LLC, to employ Stephen R. Harris, Esq., and Harris law Practice LLC as counsel, nunc pro tunc Feb. 9, 2015. According to the Debtor, a general retainer is necessary because of the extensive legal services required for the case. Upon the depletion of the advanced retainer of $4,000, the law firm will be paid for its normal actual time charges and disbursement, with all fees and costs. The hourly rates of the firm's personnel are: Mr. Harris $400 Paraprofessional $150 - $225 To the best of the Debtor's knowledge, the firm represents no interest adverse to the estate in matters upon which it is to be retained. The firm can be reached at: Stephen R. Harris, Esq. HARRIS LAW PRACTICE LLC 6151 Lakeside Drive, Suite 2100 Reno, NV 89511 Tel: (775) 786-7600 E-mail: steve@harrislawreno.com About The Holder Group Sundance Reno, Nevada-based The Holder Group Sundance, LLC, filed a Chapter 11 bankruptcy petition (Bankr. D. Nev. Case No. 15-50157) on Feb. 9, 2015. The petition was signed by Harold D. Holder Sr., the manager. Stephen R Harris, Esq., at Harris Law Practice LLC serves as the Debtor's counsel. The Debtor disclosed $10,413,690 in assets and $5,845,301 in liabilities as of the Chapter 11 filing. HRG GROUP: Fitch to Rate New $100MM Secured Notes BB-/RR2 --------------------------------------------------------- Fitch Ratings expects to assign a rating of 'BB-/RR2' to HRG Group, Inc.'s proposed $100 million senior secured note issuance. The notes are expected to have the same terms as the company's existing secured debt. The proposed debt issuance would not affect HRG's existing long-term Issuer Default Rating (IDR) of 'B', existing senior secured debt rating of 'BB-/RR2', existing senior unsecured debt rating of 'B/RR4' or its Rating Outlook. HRG plans to use the proceeds from the proposed issuance for general corporate purposes, including financing future acquisitions by HRG or its subsidiaries. KEY RATING DRIVERS The expected rating reflects the limited impact of the proposed issuance on HRG's leverage (defined as debt-to-equity), unsecured funding profile as a percent of total funding, and recovery prospects for secured and unsecured debt classes. The equalization of the expected secured debt rating with that of HRG's existing secured debt reflects the fact that the notes are expected to rank pari passu with existing secured debt in terms of payment priority. Pro forma for the secured debt issuance, Fitch estimates that debt-to-equity would increase to 0.60x from 0.56x based on YE2014 financial data, while the proportion of secured debt-to-total debt would increase to approximately 48% from 45% as of the same date. While the direction of these changes is viewed negatively, their magnitude is viewed as modest, particularly relative to HRG's ratings. Fitch revised HRG's Outlook to Positive from Stable in June 2014, following the completion of several transactions which improved the company's credit profile, in Fitch's view. That said, HRG's coverage of holding company interest expenses and near-term maturities relative to upstream dividends from portfolio companies has more recently declined, and the additional interest expense associated with the proposed debt would further pressure coverage. Specifically, interest coverage declined to 0.85x for the LTM ended Dec. 31, 2014, and pro forma for the secured debt issuance, coverage would fall further to 0.79x. Fitch has previously articulated that a sustained reduction in interest coverage below 1x could lead to negative rating action including removal of the current Positive Outlook and/or a rating downgrade. Fitch expects to continue to monitor HRG's interest coverage as well as dividend capacity at the portfolio company level. RATING SENSITIVITIES The expected senior secured debt rating of 'BB-/RR2' would be sensitive to changes in the HRG's IDR. Furthermore, the expected secured debt rating would be sensitive to changes in the level of available asset coverage. In resolving the Positive Outlook, Fitch will primarily focus on the company's ability to maintain or improve its current financial metrics while deploying existing cash balances in a measured manner which does not adversely impact its risk profile or materially alter its operating strategy. The following developments could result in potential long-term upward rating momentum in HRG's IDR: -- Prudent deployment of balance sheet cash and further diversification of investments; -- Improvement in parent-company interest coverage to over 1.5x on a sustained basis; -- Leverage (debt-to-equity) at the parent level maintained at or below current levels. The following drivers could result in downward pressure on HRG's IDR and/or revision of the Positive Outlook: -- Increase in risk appetite in the company's future cash deployment; -- Significant increase in parent company leverage; -- A sustained reduction in interest coverage below 1x; -- Deterioration in operating performance at any of HRG's significant subsidiaries which results in a material decline in their value, dividend capacity and/or credit ratings. HRG is a publicly traded investment holding company with consolidated assets of $31.2 billion at Dec. 31, 2014. HRG was established as a permanent capital vehicle to obtain controlling equity interests in established, dividend-paying businesses that operate across a diversified set of industries. The company currently operates in four business segments: consumer products through its 59% ownership in Spectrum Brands; insurance through Front Street Re, and its 80% ownership in Fidelity & Guaranty Life (FGL); energy through an oil & gas MLP, Compass Production Partners of which it owns 99.8%; and asset management thorough several majority and minority-interest owned firms. Fitch expects to assign the following ratings: -- Proposed $100 million senior secured notes, due January 2019 'BB-/RR2'. Fitch currently rates HRG as follows: -- Long-term IDR 'B', Outlook Positive; -- Senior unsecured notes 'B/RR4'; -- Senior secured notes 'BB-/RR2'. HRG GROUP: S&P Retains B+ Issue Rating on $100MM Notes Add-on ------------------------------------------------------------- Standard & Poor's Ratings Services said that its 'B+' issue-level rating and '2' recovery rating on New York–based HRG Group Inc.'s existing senior secured notes, which the company is upsizing to $704 million with a proposed $100 million add-on, are unchanged. The recovery rating indicates S&P's belief that lenders could expect substantial (70%-90%; lower half of the range) recovery in the event of payment default or bankruptcy. The ratings are subject to change, and assume the transactions close on substantially the terms presented to S&P. "All of our other existing ratings on the company, including the 'B' corporate credit rating, remain unchanged. The outlook is stable. Pro forma for the proposed transaction, total debt outstanding is about $1.45 billion. "We expect the company to use the proceeds from this transaction for working capital at the holding company and its subsidiaries as well as for general corporate purposes, including financing future acquisitions. We expect coverage metrics will remain weak and potentially volatile over the next two years, given the weak asset diversity, limited financial flexibility, and a short track record with its stated investment strategy. Also, even as HRG acquires additional dividend-paying portfolio companies, we believe HRG may continue to raise additional debt far in advance of acquisition activity. This will result in excess debt service requirements for idle cash and short-term investments waiting to be deployed for acquisitions. HRG's high cost of capital increases the risks of this mismatch between debt issuance and acquisition timing. Nevertheless, we expect HRG to manage its capital structure and acquisition activity such that asset coverage will remain above 3x and liquidity will remain adequate. Over the next year we expect the company's financial policy will remain aggressive because of its current strategy to compete against more established investment holding companies, many of whom raise capital at a much lower cost. We believe HRG's complex organizational structure could restrict improvement in the company's cost of capital," said S&P. RECOVERY ANALYSIS Key analytical factors The company has a limited track record with its stated investment strategy to acquire controlling equity positions in companies and to hold the investments over an extended time horizon for capital appreciation and dividend income. "Our simulated default scenario contemplates a default in 2018 as a result of financial distress at one or more of the company's operating subsidiaries, which results in lower cash dividends and renders the company unable to meet its fixed-charge obligations. We have assessed recovery prospects assuming lower cash dividends received from the remaining equity positions held at its underlying portfolio companies," said S&P Simulated default assumptions Simulated year of default: 2018 Simplified Waterfall Net enterprise value (after 5% administrative costs): $565 million Collateral value available to secured creditors: $565 million Secured first-lien debt: $784 million -- Recovery expectations: 70% to 90% Senior unsecured debt and pari passu claims: $998 million -- Recovery expectations: 0% to 10% Notes: All debt amounts include six months of prepetition interest. RATINGS LIST Ratings unchanged HRG Group Inc. Corporate credit rating B/Stable/-- Senior secured $704.4 mil. 7.875% nts due 2019 B+ Recovery rating 2L Senior unsecured CCC+ Recovery rating 6 HS 45 JOHN: April 23 Hearing on Bid to Dismiss Chapter 11 Case -------------------------------------------------------------- The U.S. Bankruptcy Court will convene a hearing on April 23, 2014, at 10:00 a.m., to consider the motion of Sam Sprei and Harry Miller to: -- dismiss the Chapter 11 case of HS 45 John LLC, as a bad faith filing; and -- abstain from the case pursuant to Section 305 of the Bankruptcy Code. Objections, if any, are due April 14, at 5:00 p.m. Messrs. Sprei and Miller are represented by: Edward E. Neiger, Esq. Dina Gielchinsky, Esq. ASK LLP 151 West 46th Street, 4th Floor New York, NY 10036 Tel: (212) 267-7342 Fax: (212) 918-3427 About HS 45 John HS 45 John LLC, a single asset real estate, filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 15-10368) on Feb. 20, 2015, in Manhattan. The case is assigned to Judge Sean H. Lane. The Debtor tapped Kevin J. Nash, Esq., at Goldberg Weprin Finkel Goldstein LLP as counsel. The Debtor estimated $50 million to $100 million in assets and liabilities. IBCS MINING: Hires Ritchie Bros. as Auctioneer ---------------------------------------------- IBCS Mining, Inc., et al., ask for authorization from the U.S. Bankruptcy Court for the Western District of Virginia to employ Ritchie Bros. Auctioneers (America) Inc. as auctioneer. As part of the estates' assets, the Debtors possess the following equipment: - Manufacturer: Gorman-Rupp Model: 16C2F4L Description: 6" Portable Water Machine Type: Pump S/N: 1425103 - Manufacturer: Caterpillar Model: XQ75 Description: 75 KW Skid Mounted Machine Type: Generator Sets - Industrial S/N: PAPF01424 - Year: 2004 Manufacturer: Magnum Model: MLT3060 Description: Portable 4000W Machine Type: Light Tower S/N: 46409 - Year: 2010 Manufacturer: Terex Model: RL4000 Description: Portable 4000W Machine Type: Light Tower S/N: RL4103416 - Year: 2010 Manufacturer: Terex Model: RL4000 Description: Portable 4000W Machine Type: Light Tower S/N: RL4103008 The Debtors require the assistance of a competent and experienced auctioneer for the purpose of marketing, selling, and attaining the highest and best offer for the Equipment. The Debtors further request approval to compensate Ritchie through payment of an auction commission based on the gross sale price of the Equipment as follows: (a) for any lot realizing more than $2,500, Ritchie will receive a 12% commission; (b) for any lot realizing between $100 and $2,500, Ritchie will receive a 25% commission; and (c) a $65 document administration fee for each item of Equipment requiring title or registration documents. Ritchie shall also receive an expense reimbursement for all costs incurred, including but not limited to the moving and storage of the Equipment, not to exceed $1,000. Bob Given, territory manager of Ritchie, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Ritchie can be reached at: Bob Given RITCHIE BROS. AUCTIONEERS (AMERICA) INC. 4000 Pine Lake Road Lincoln, NE 68516 Tel: +1 (402) 421-3631 Fax: +1 (402) 421-1738 About IBCS Mining IBCS Mining, Inc., and IBCS Mining, Inc., Kentucky Division, filed Chapter 11 bankruptcy petitions (Bankr. W.D. Va. Case Nos. 14-61215 and 14-61216) on June 27, 2014. The Court on July 8, 2014, authorized the joint administration of the cases. The cases are assigned to Judge Kevin R. Huennekens. IBCS Mining estimated assets and debts of at least $10 million. IBCS Mining Inc. disclosed $6.91 million in assets and $7.28 million in liabilities. Hirschler Fleischer, P.C., serves as the Debtors' counsel. The U.S. Trustee for Region 4 appointed two creditors to serves in an official committee of unsecured creditors. IMPLANT SCIENCES: 2015 Annual Meeting Set for July 27 ----------------------------------------------------- The Board of Directors of Implant Sciences Corporation have established July 27, 2015, as the date of the Company's 2015 annual meeting of stockholders and May 25, 2015, as the record date for determining stockholders entitled to notice of, and to vote at, the 2015 Annual Meeting. Because the Company did not hold an annual meeting the previous year, stockholders of the Company who wish to have a proposal considered for inclusion in the Company's proxy materials for the 2015 Annual Meeting pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended, must ensure that such proposal is received by the Company's Secretary at Implant Sciences Corporation, 500 Research Drive, Unit 3,Wilmington, Massachusetts 01887 on or before the close of business on May 25, 2015, which the Company has determined to be a reasonable time before it expects to begin to print and send its proxy materials. Any such proposal must also meet the requirements set forth in the rules and regulations of the Securities and Exchange Commission in order to be eligible for inclusion in the proxy materials for the 2015 Annual Meeting. The May 25, 2015, deadline will also apply in determining whether notice of a stockholder proposal is timely for purposes of exercising discretionary voting authority with respect to proxies under Rule 14a-4(c) of the Exchange Act. In addition, in accordance with the requirements contained in the Company's Amended and Restated By-Laws, stockholders who wish to bring business before the 2015 Annual Meeting outside of Rule 14a-8 of the Exchange Act or to nominate a person for election as a director must ensure that written notice of that proposal (including all of the information specified in the Company's Amended and Restated By-Laws) is received by the Company's Secretary at the address specified above no later than the close of business on May 25, 2015. Any such proposal must meet the requirements set forth in the Company's Amended and Restated By-Laws in order to be brought before the 2015 Annual Meeting. About Implant Sciences Implant Sciences Corporation (OBB: IMSC.OB) -- http://www.implantsciences.com/-- develops, manufactures and sells sensors and systems for the security, safety and defense (SS&D) industries. The Company's balance sheet at Dec. 31, 2014, showed $5.51 million in total assets, $75.9 million in total liabilities, and a stockholders' deficit of $70.4 million. Marcum LLP, in Boston, Massachusetts, issued a "going concern" qualification on the consolidated financial statements for the year ended June 30, 2014. The independent auditors noted that the Company has had recurring net losses and continues to experience negative cash flows from operations. As of Sept. 23, 2014, the Company's principal obligation to its primary lenders was approximately $53.4 million and accrued interest of approximately $10.2 million. The Company is required to repay all borrowings and accrued interest to these lenders on March 31, 2015. These conditions raise substantial doubt about its ability to continue as a going concern. Bankruptcy Warning "Despite our current sales, expense and cash flow projections and the cash available from our line of credit with DMRJ, we will require additional capital no later than the third quarter of fiscal 2015 to fund operations and continue the development, commercialization and marketing of our products. Our failure to achieve our projections and/or obtain sufficient additional capital on acceptable terms would have a material adverse effect on our liquidity and operations and could require us to file for protection under bankruptcy laws. These conditions raise substantial doubt as to our ability to continue as a going concern," the Company stated in its quarterly report for the period ended Dec. 31, 2014. INFOR INC: $600MM Senior Notes Add-On No Impact on S&P's B CCR -------------------------------------------------------------- Standard & Poor's Ratings Services said that its ratings, including the 'B' corporate credit rating, on Infor Inc. remain unchanged following the company's announcement that it will issue an additional $600 million of its 6.5% senior notes. The company will use the proceeds to repay the $560 million outstanding on its 11.5% senior notes due 2018 and to pay related fees. The transaction will reduce annual interest expense by about $25 million. "Also unchanged are our issue-level and recovery ratings on the company's secured, unsecured, and holding company debt, given that new notes and the notes to be refinanced are both unsecured. The incremental principal balance does not materially affect our view of the company's credit quality," said S&P. "The 'B' corporate credit rating reflects our view that Infor's leverage will increase to the low- to mid-8x area in the fiscal year ending April 2016, based on our expectation that EBITDA will decline because of increased expenses to support the company's software-as-a-service products. Our forecast also reflects our view of the competitive enterprise resource planning market, which has significantly larger players than Infor, and the company's meaningful exposure to manufacturing and distribution end-markets," said S&P. RATINGS LIST Ratings Unchanged Infor Inc. Corporate Credit Rating B/Stable/-- Infor (US) Inc. Senior Secured B+ Recovery Rating 2H Senior Unsecured B- Recovery Rating 5L Infor Software Parent Inc. Infor Software Parent LLC Senior Unsecured CCC+ Recovery Rating 6 Soft Brands Inc. Senior Unsecured B- Recovery Rating 5L INFOR INC: Notes Upsize No Impact on Moody's 'B3' Notes Rating -------------------------------------------------------------- Moody's Investors Service said the B3 rating on Infor (US), Inc.'s 6.50% senior unsecured notes due 2022 is not affected by the upsized offering. INSTITUTO MEDICO: Has Until April 15 to Reply to UST Obj. to Roth ----------------------------------------------------------------- The U.S. Bankruptcy Court, in an April 1, 2015 order, granted Instituto Medico Del Norte Inc., 14 days to state position as to the U.S. Trustee's objection to the application to employ Robert L. Roth, Esq., as Debtor's special counsel. The Court granted Guy G. Gebhardt, the Acting U.S. Trustee for Region 21, extension until April 2, to state his position as to the application to employ special counsel; and request for disgorgement of fees. The U.S. Trustee stated that he still has concerns regarding the retention of special counsel and that the same were discussed with Debtor's counsel in an attempt to expedite the resolution of the matter. As reported in the Troubled Company Reporter on Feb. 12, 2015, the Debtor filed an amended motion for reconsideration of the order dated Dec. 19, 2014, denying its application to employ Robert Roth and the Law Firm of Hooper, Lundy & Bookman, P.C., as special counsel. On Dec. 10, 2014, the Debtor filed an application to employ Mr. Roth and Hooper Lundy as special counsel for the collection of funds related to Debtor's "DSH Part C Days Issue" for Fiscal Years 2003 and 2004 which are pending as an appeal before the Provider Reimbursement Review Board. The U.S. Trustee opposed because the employment contemplated an initial non-refundable flat fee of $5,000. The Court denied the application for employment four days later. The Debtor filed a request for reconsideration on Dec. 30, which was denied without prejudice on Jan. 5, 2015. The Debtor, in the amended motion stated that the employment is beneficial to the estate and its creditors. The employment of Roth is economical and beneficial for the estate and has the potential of providing a benefit of over $75,000 to the estate. The Debtor added that the U.S. Trustee has misunderstood the nature of the $5,000 payment. It explained that the $5,000 flat fee would still be subject to the dispositions of Section 330 -- if the services are not provided the professional can be ordered to reimburse the funds. As reported in the TCR on Dec. 29, 2014, the Debtor has tapped the firm to provide Hospital Wilma N. Vazquez with legal services relating to resolving the Hospital's Medicare DSH Part C days issue, which is currently pending in the Hospital's appeal before the Provider Reimbursement Review Board for fiscal years 2003, 2004, 2005 and 2006. Mr. Roth will be retained by the Debtor for an initial flat fee of $5,000 and an additional 10% of any recovery on the claims being collected on behalf of the Debtor, plus reasonable expenses. The Debtor assures the Court that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. Financial Statement Filing In a March 16 order, the Debtor ordered that the Debtor file with the Court within 14 days all documents ordered to be filed at the hearing held on Feb. 3, 2015, that is financial statement for the year 2013 and amortization of creditor Oriental Bank's claim. The court noted that said documents are critical to establish feasibility of debtor's chapter 11 plan. In a minutes of hearing held Feb. 3, the Court ordered that financial statement for year 2013 will filed within 30 days. The Debtor will clarify amortization of Oriental's claim within 30 days. The Debtor will provide Oriental with information re duties of Debtor's officers and directors within 10 days. About Instituto Medico Instituto Medico del Norte, Inc., aka Centro Medico Wilma N. Vazquez, aka Hospital Wilma N. Vazquez Skill Nursing Facility of Centro Medico Wilma N. Vazquez, sought protection under Chapter 11 of the Bankruptcy Code on Oct. 30, 2013 (Bankr. D.P.R. Case No. 13-08961). The case is assigned to Judge Mildred Caban Flores. The Debtor scheduled $20,843,692 in total assets and $20,107,642 in total liabilities. The Debtor, however, said its real property has a book value of $16,000,000 and personal property is worth $6,105,979. The Debtor is represented by Fausto David Godreau Zayas, Esq., and Rafael A. Gonzalez Valiente, Esq., at Latimer Biaggi Rachid & Godreau, in San Juan, Puerto Rico. Luis B. Gonzalez & Co. CPA's P.S.C. serves as accountant. The U.S. Trustee for the District of Puerto Rico in December appointed Dr. Carlos Mellado (b/t Lcda Dinorah Collazo Ortiz) as patient care ombudsman. INTERLEUKIN GENETICS: Appoints Mark B. Carbeau as CEO ----------------------------------------------------- Interleukin Genetics, Inc., has appointed Mark B. Carbeau as chief executive officer and director of the Company. Dr. Kenneth S. Kornman, DDS, PhD, who served as the president and CEO since August 2012, will continue to serve as president, chief scientific officer and a director. Mr. Carbeau is a transformative healthcare leader who brings to Interleukin more than three decades of business expertise in the life science industries, with a proven track record of building high growth diagnostic and pharmaceutical businesses. Recognized as a visionary entrepreneur, Mr. Carbeau has refined or reinvented corporate strategies and business models to maximize the growth potential of multiple companies. His appointment strengthens the executive leadership team and adds significant commercial and operational expertise. "On behalf of the Board of Directors of Interleukin Genetics, I am excited to welcome Mark Carbeau to the Company," said James M. Weaver, Chairman of The Board of Interleukin Genetics. "Mark is a leader with an outstanding track record of building high growth healthcare businesses, including taking multiple products from ideation to commercialization and category leadership. I am confident that under Mark's leadership the Company will continue to grow and create value for our partners and shareholders." Mr. Weaver continued, "I would like to thank Ken for his years of service in the roles of President and CEO. As one of the founders and Chief Scientific Officer of Interleukin, Ken has made many outstanding contributions to the Company, and has been an outspoken proponent of personalized medicine and an industry leader in the research, development and commercialization of genetics-based risk assessment products and services to improve healthcare. We look forward to benefiting from his continued scientific leadership." "I welcome the opportunity to lead Interleukin Genetics during this exciting time as we work toward our goal of providing more personalized care for the prevention of periodontal disease and other major human diseases," said Mr. Carbeau. "I also look forward to working with the senior management team, all Interleukin colleagues and our provider partners to achieve our collective goal of improving patients' lives." Prior to joining Interleukin, Mr. Carbeau was co-founder and CEO of Diagnostyx, a technology-based healthcare company focused on intelligent drug infusion systems. Prior to Diagnostyx, Mr. Carbeau served as CEO of PolyRemedy, a technology-enabled services business that combines health information technology with personalized therapeutics to improve wound healing outcomes. Previously, Mr. Carbeau was the pPresident and CEO of HyperMed, Inc., a commercial stage medical device and diagnostics company using novel hyperspectral imaging technology. Prior to HyperMed, Mr. Carbeau served as President USA of Kinetic Concepts, Inc., and successfully reinvigorated the business by growing revenues from $650 million to $950 million. Prior to that, Mr. Carbeau served as Vice President, Corporate Development at OraPharma, Inc., during its commercial launch of a periodontal therapeutic, a successful IPO, and the eventual sale of the company to Johnson & Johnson. Mr. Carbeau also founded CM Partners, a strategic life science consulting firm, and was a member of The Boston Consulting Group. Mr. Carbeau began his career serving in various sales, marketing and manufacturing roles with Eli Lilly and Company. He holds a B.S. in Industrial Engineering from Pennsylvania State University and an M.B.A. from the Wharton School of the University of Pennsylvania. Pursuant to an employment agreement, Mr. Carbeau will receive an initial annual base salary of $365,000 per year and is eligible to receive an annual bonus at a target amount of 35% of his base salary, with a stretch bonus opportunity of 150% of the target bonus. Under the terms of the Agreement, Mr. Carbeau has been granted options to purchase up to 14,245,227 shares of Interleukin's common stock at an exercise price of $0.1525 per share (the closing price of the common stock on April 6, 2015). About Interleukin Waltham, Mass.-based Interleukin Genetics, Inc., is a personalized health company that develops unique genetic tests to provide information to better manage health and specific health risks. Interleukin Genetics reported a net loss of $6.33 million in 2014 following a net loss of $7.05 million in 2013. As of Dec. 31, 2014, the Company had $13.3 million in total assets, $8.75 million in total liabilities, and $4.51 million in total stockholders' equity. Grant Thornton LLP, in Boston, Massachusetts, issued a "going concern" qualification in its report on the consolidated financial statements for the year ended Dec. 31, 2014, citing that the Company has incurred recurring losses from operations and has an accumulated deficit that raise substantial doubt about the Company's ability to continue as a going concern. JACK JOHNSON: Could Sue Will Allen & Susan Daub ----------------------------------------------- Jack Johnson could pursue litigation against former NFL player Will Allen and his business partner Susan Daub, Katie Strang at ESPN reports, citing a source. As reported by the Troubled Company Reporter on April 9, 2015, Brandon Schlager, writing for Sportingnews.com, reported thatMr. Allen and Ms. Daub are accused of operating a Ponzi scheme that victimized Mr. Johnson. The source, ESPN relates, said that the civil lawsuit against Mr. Allen claims that at least 24 investors invested more than $4 million between April and May 2014 in a "purported" $5.65 million loan to Mr. Johnson. ESPN relates that the U.S. Securities and Exchange Commission called the loan a "sham". According to court documents filed in the lawsuit, Mr. Johnson "did not sign the $5.65 million promissory note or the loan agreement shown to prospective investors. Capital Financial did not make a $5.65 million loan to the player." ESPN recalls that Capital Financial filed a proof of claim in Mr. Johnson's bankruptcy case for $3,429,750 and attached a $3.4 million promissory note signed by the player and a loan agreement, which showed that Mr. Johnson's loan was for $3.4 million, not $5.65 million, as investors were told. This sort of loan is "emblematic" of the type of loans Mr. Johnson was placed into that contributed to his current financial situation, ESPN states, citing a source. ESPN says that Mr. Johnson legal team, after filing for Chapter 11 in October 2014, filed a motion in Ohio bankruptcy court to convert to a Chapter 7 filing. According to ESPN, the court is currently considering that motion. As reported by the Troubled Company Reporter on Nov. 25, 2014, Aaron Portzline at The Columbus Dispatch reported that Columbus Blue Jackets defenseman Jack Johnson filed on Oct. 7, 2014, for Chapter 11 bankruptcy protection in the U.S. Bankruptcy Court for the Southern District Court of Ohio. JOE'S JEANS: Incurs $21.6 Million Net Loss in First Quarter ----------------------------------------------------------- Joe's Jeans Inc. filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss and comprehensive loss of $21.6 million on $43.01 million of net sales for the three months ended Feb. 28, 2015, compared with a net loss and comprehensive loss of $2.17 million on $47.3 million of net sales for the same period in 2014. As of Feb. 28, 2015, Joe's Jeans had $185 million in total assets, $165 million in total liabilities and $20.0 million in total stockholders' equity. A full-text copy of the Form 10-Q is available for free at: http://is.gd/OMEDLs About Joe's Jeans Joe's Jeans Inc. -- http://www.joesjeans.com/-- designs, produces and sells apparel and apparel-related products to the retail and premium markets under the Joe's(R) brand and related trademarks. In its audit report on the consolidated financial statements for the year ended Nov. 30, 2014, Moss Adams LLP expressed substantial doubt about the Company's ability to continue as a going concern, citing that the Company has a net working capital deficiency due to debt covenant violations and has suffered recurring losses from operations. The Company reported a net loss of $27.7 million on $189 million of net sales for the fiscal year ended Nov. 30, 2014, compared with a net loss of $7.31 million on $140 million of net sales in 2013. * * * The Troubled Company Reporter, on Nov. 27, 2014, reported that Joe's Jeans received a letter on November 24, 2014 from The Nasdaq Stock Market indicating that the Company is not in compliance with Nasdaq Listing Rule 5550(a)(2) because the closing bid price per share of its common stock has been below $1.00 per share for 30 consecutive trading days. The Nasdaq letter was issued in accordance with standard Nasdaq procedures. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company will be provided with 180 calendar days, or until May 26, 2015, to regain compliance with the Bid Price Rule. JONES ENERGY: Moody's Rates $250MM Unsecured Notes Due 2023 'B3' ---------------------------------------------------------------- Moody's Investors Service assigned a B3 rating to Jones Energy Holdings, LLC's (JEH) $250 million privately placed senior unsecured notes due 2023. Proceeds from the notes were used to repay borrowings under its revolving credit facility. The rating outlook is stable. Rating Assignment: Jones Energy Holdings, LLC -- $250 Million Senior Unsecured Notes due in 2023 - B3, LGD5 RATINGS RATIONALE JEH's B2 Corporate Family Rating (CFR) reflects its production around 23 Mboe per day and proved developed reserves around 60 MMboe. The company is focused primarily in the Anadarko and Arkoma Basins where it has built a reputation as a low-cost driller and operator. While leverage is comparable to higher rated companies, JEH's rating is limited by its smaller scale. Our rating assumes that, even at a reduced drilling pace in 2015-2016, the majority of the capital expenditures will be funded with internally generated cash flow, allowing leverage to fall modestly over the next two years. JEH's operating results in 2015 will benefit from hedges on about 90% of oil and gas production at $85/bbl and $4.50/mcf, respectively. The company raised $355 million of net proceeds in Feburary 2015 from three transactions - the private placement of $250 million senior unsecured notes due 2023, a private common stock offering ($50 million) and a public common stock offering ($77 million). The net proceeds were used to repay revolver borrowings, after which the revolver had $45 million drawn and the borrowing base was reduced to $562.5 million from $625 million. The notes due 2023 rank pari passu with the $500 million of unsecured notes due 2022. JEH's SGL-2 Speculative Grade Liquidity rating reflects its good liquidity into 2016. The company reported $509 million of liquidity as of March 2, 2015, which can adequately support its operations through mid-2016, as well as fund limited potential investments. The company projects it will modestly outspend its cash flow through mid 2016 to expand its asset base. The expected modest outspend of cash flow can easily be financed under the company's committed revolving credit facility. We expect JEH to remain in compliance with its two financial maintenance covenants through 2016 with limited alternate sources of liquidity. The outlook is stable. An upgrade is possible if average daily production approached 35 Mboe per day, and proved developed reserves exceeded 100 MMboe while the leveraged full-cycle ratio remained above 2.0x. A downgrade would be likely if JEH's leverage as measured by debt to average daily production climbs above $40,000 per boe or if debt to proved developed reserves exceeds $15 per boe for an extended period. Jones Energy Holdings, LLC is the wholly owned subsidiary of Jones Energy, Inc., an Austin, TX based publicly-owned independent exploration and production company formed in 1988. JEH operates 131,500 net acres in the Anadarko and Arkoma Basins, focusing on the Cleveland and Woodford formations. JPH LAS VEGAS: Hires Larson & Zirzow as Reorganization Counsel -------------------------------------------------------------- JPH Las Vegas, LLC seeks authorization from the U.S. Bankruptcy Court for the District of Nevada to employ Larson & Zirzow, LLC as general reorganization counsel, nunc pro tunc to the Feb. 4, 2015 petition date. The Debtor requires Larson & Zirzow to: (a) prepare on behalf of the Debtor, as debtor in possession, all necessary or appropriate motions, applications, answers, orders, reports, and other papers in connection with the administration of the Debtor's estate; (b) take all necessary or appropriate actions in connection with a plan of reorganization and related disclosure statement and all related documents, and such further actions as may be required in connection with the administration of Debtor's estate; (c) take all necessary actions to protect and preserve the Debtor's estate, including the prosecution of actions on the Debtor's behalf, the defense or any actions commenced against Debtor, the negotiation of disputes in which Debtor is involved, and the preparation of objections to claims filed against Debtor's estate; and (d) perform all other necessary legal services in connection with the prosecution of the Chapter 11 case. Larson & Zirzow will be paid at these hourly rates: Shareholders $450 Paraprofessionals $175 Larson & Zirzow will also be reimbursed for reasonable out-of-pocket expenses incurred. Prior to the petition date, Larson & Zirzow received a retainer in the sum of $40,000 for legal services in connection with the Debtor's restructuring and bankruptcy case. Of this sum, Larson & Zirzow billed and was paid the sum of $3,009.50 prior to the petition date, and Larson & Zirzow currently holds in retainer the remainder sum of $36,990.50 in trust. Matthew C. Zirzow, shareholder of Larson & Zirzow, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. The Court for the District of Nevada will hold a hearing on the motion on April 22, 2015, at 11:00 a.m. Larson & Zirzow can be reached at: Matthew C. Zirzow, Esq. LARSON & ZIRZOW, LLC 810 S. Casino Center Blvd. #101 Las Vegas, NV 89101 Tel: (702) 382-1170 Fax: (702) 382-1169 E-mail: mzirzow@lzlawnv.com Based in Los Angeles, JPH Las Vegas LLC filed for Chapter 11 bankruptcy on Feb. 4, 2015 (Bankr. D. Nev. Case No.: 15-10522). Judge August B. Landis presides the Debtor's bankruptcy case. Matthew C. Zirzow, Esq., at Larson & Zirzow LLC, represents the Debtor in its case. The Debtor both estimated assets and liabilities between $10 million and $50 million. JPH LAS VEGAS: Taps Valuation Consultants as Real Estate Appraiser ------------------------------------------------------------------ JPH Las Vegas, LLC seeks authorization from the U.S. Bankruptcy Court for the District of Nevada to employ valuation consultants as real estate appraiser, nunc pro tunc to March 1, 2015. The Engagement Letter provides for a $5,000 flat fee requested by Valuation Consultants, which sum equals to the sum of $2,500 per report for each Parcel. In the event that further discussions, meetings, expert witness testimony, or report analysis is required with respect to the appraisals, Valuation Consultants shall bill at the rate of $500 per hour for depositions and $350 per hour for all other services. Keith Harper, president/owner of Valuation Consultants, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. The Court for the District of Nevada will hold a hearing on the motion on April 22, 2015, at 11:00 a.m. Valuation Consultants can be reached at: Keith Harper VALUATION CONSULTANTS 4200 Cannoli Circle Las Vegas, NV 89103-5404 Tel: (702) 222-0018, ext. 11 Fax: (702) 222-0047 E-mail: kharper@valconlv.com Based in Los Angeles, JPH Las Vegas LLC filed for Chapter 11 bankruptcy on Feb. 4, 2015 (Bankr. D. Nev. Case No.: 15-10522). Judge August B. Landis presides the Debtor's bankruptcy case. Matthew C. Zirzow, Esq., at Larson & Zirzow LLC, represents the Debtor in its case. The Debtor both estimated assets and liabilities between $10 million and $50 million. KNEL ACQUISITION: S&P Affirms 'B' Corp. Credit Rating ----------------------------------------------------- Standard & Poor's Ratings Services affirmed its 'B' corporate credit rating on Irwindale, Calif.-based KNEL Acquisition LLC. The outlook is stable. "At the same time, we affirmed our 'B' issue-level ratings on the company's senior secured A-1 and A-2 first-lien term loans following the company's proposed $50 million add-on and proposed amendment to the term loan and revolving credit facility's credit agreement. Our '3' recovery rating on the term loans and $65 million revolving credit facility due 2019 remains unchanged, indicating our expectation of meaningful (higher half of the 50% to 70% range) recovery in the event of payment default," said S&P. "We also affirmed our 'CCC+' issue-level rating on the company's $73 million A-1 and A-2 second-lien credit facilities due 2022. The '6' recovery rating indicates our expectation of negligible (0% to 10%) recovery in the event of payment default," said S&P. The company will use the proceeds, as well as cash on the balance sheet, to fund the acquisition of certain production assets, inventories, and contracts associated with NBTY Inc.'s nutritional bar and powder manufacturing operations. "The ratings affirmation reflects our view that the NBTY asset acquisition will enhance KNEL's bar and functional powder manufacturing scale," said Standard & Poor's credit analyst Brian Moriarty. "The company plans to phase in transition costs related to the acquisition through 2016. As such, we expect leverage will remain above 6x in 2015 because of the increased debt levels, and we expect integration risk will be low, but we do not expect the company to realize the full earnings benefit of this transaction until 2017. "Furthermore, we believe this acquisition will further increase KNEL's share of the nutritional bar and functional powders categories and will be accretive to the company's cash flows." KNEL, through its operating company, Nellson, is a leading co-manufacturer of nutritional and snack bars, as well as functional powders for large nutritional supplement and consumer products companies. S&P's assessment of the business risk profile as "weak" reflects Nellson's customer concentration, participation in the fragmented co-manufacturing segment of the highly competitive North American packaged food industry, and narrow product focus. The company does benefit from stable profitability from formula-based pricing and growth rates that are above the industry average for its key products. S&P also believes the acquisition of the NBTY assets will increase Nellson's scale and boost its capacity to support future growth. Nellson has the leading market share in both the nutritional bar manufacturing and functional powders manufacturing industries. However, it competes in a fragmented industry with competitors that are mostly smaller and privately owned. "We believe this transaction increases customer concentration in an already concentrated customer base. As such, we believe that the company is vulnerable to the loss of a key customer, given that its top 10 customers make up a significant portion of its sales. Changes in dietary trends in the nutrition bar and health and wellness industry are additional risk factors, even though the company has medium-term contracts in place and long-established relationships with its customers," said S&P. "Still, the company has benefitted from greater growth in its categories than the packaged food industry as a whole; its revenues have increased by an annual average rate of almost 17% since 2011 as compared with low-single digits in the packaged food industry. Nellson has limited commodity exposure because it estimates that over 90% of its raw material costs have pass-through pricing mechanisms. Nellson has tolling arrangements with the majority of its customers, which we believe will support the company's ability to sustain its profitability even during times of volatile input costs. In addition, we believe Nellson's research and development expertise and flexible manufacturing are important competitive advantages. Nellson has a collection of proprietary bar formulations, and it has the ability to rapidly develop customized formulations to meet customer needs. The company can manage both high-volume production runs, which require high automation and engineering content, as well as shorter-run orders, which require flexible capacity and high customization," said S&P.. "The outlook is stable. We expect KNEL's operating performance will improve over the near to intermediate term as the company realizes increased EBITDA from the NBTY assets and continues to benefit from a growing market and new business opportunities arising from the acquisition of Multibar. We also expect the company will maintain adequate liquidity and will use free cash flow for debt reduction, resulting in leverage below 6x by the end of 2016," said S&P. LANTHEUS MEDICAL: Parent Hikes Issuable Shares Under 2013 Plan -------------------------------------------------------------- Lantheus Holdings, Inc., the ultimate parent company of Lantheus Medical Imaging, Inc., amended the Lantheus Holdings, Inc. 2013 Equity Incentive Plan, as amended, to increase the number of shares authorized for issuance under the Plan to 3,700,000. About Lantheus Medical Lantheus Medical Imaging, Inc., a wholly-owned operating subsidiary of parent company, Lantheus MI Intermediate, Inc., is a global leader in developing, manufacturing, selling and distributing innovative diagnostic imaging agents. LMI provides a broad portfolio of products, which are primarily used for the diagnosis of cardiovascular diseases. LMI's key products include the echocardiography contrast agent DEFINITY(R) Vial for (Perflutren Lipid Microsphere) Injectable Suspension; TechneLite(R) (Technetium Tc99m Generator), a technetium-based generator that provides the essential medical isotope used in nuclear medicine procedures; and Xenon (Xenon Xe 133 Gas), an inhaled radiopharmaceutical imaging agent used to evaluate pulmonary function and for imaging the lungs. Lantheus Medical reported a net loss of $1.16 million in 2014, a net loss of $61.7 million in 2013 and a net loss of $42 million in 2012. As of Dec. 31, 2014, the Company had $248 million in total assets, $488 million in total liabilities and a $241 million total stockholders' deficit. * * * As reported by the TCR on July 1, 2014, Moody's Investors Service upgraded the ratings of Lantheus including the Corporate Family Rating to 'Caa1' from 'Caa2', the Probability of Default Rating to Caa1-PD from Caa2-PD and the senior unsecured rating to 'Caa1 (LGD4)' from 'Caa2 (LGD4)'. "The upgrade reflects our outlook for continuing earnings improvement driven by rising DEFINITY sales and the impact of ongoing cost reductions, while the positive outlook considers the potential for deleveraging pending a successful IPO and further resolution of supply issues," stated Michael Levesque, Senior Vice President. In the Nov. 6, 2013, edition of the TCR, Standard & Poor's Ratings Services said it lowered its corporate credit rating on Lantheus Medical Imaging Inc. to 'B-' from 'B'. The outlook is negative. LOCATION BASED: Reports $905,000 Net Loss in Second Quarter ----------------------------------------------------------- Location Based Technologies, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-K disclosing a net loss of $905,000 on $429,900 of total net revenue for the three months ended Feb. 28, 2015, compared to a net loss of $1.34 million on $341,000 of total net revenue for the same period in 2014. For the six months ended Feb. 28, 2015, the Company reported a net loss of $2.01 million on $956,000 of total net revenue compared to a net loss of $2.38 million on $750,000 of total net revenue for the same period last year. As of Feb. 28, 2015, Location Based had $2.24 million in total assets, $14.3 million in total liabilities, and a $12.02 million total stockholders' deficit. A full-text copy of the Form 10-Q is available for free at: http://is.gd/x4Y3G9 About Location Based Technologies Irvine, Calif.-based Location Based Technologies, Inc., designs, develops, and sells leading-edge personal locator devices and services. Location Based reported a net loss of $5.14 million for the year ended Aug. 31, 2014, compared to a net loss of $11.04 million for the year ended Aug. 31, 2013. Friedman LLP, in East Hanover, New Jersey, issued a "going concern" qualification on the consolidated financial statements for the year ended Aug. 31, 2014, citing that the Company's operating losses raise substantial doubt about its ability to continue as a going concern. Bankruptcy Warning "[W]e remain obligated under a significant amount of notes payable, and Silicon Valley Bank has been granted security interests in our assets. If we are unable to pay these or other obligations, the creditors could take action to enforce their rights, including foreclosing on their security interests, and we could be forced into liquidation and dissolution. We are also delinquent on a number of our accounts payable. Our creditors may be able to force us into involuntary bankruptcy," the Company warned in the Fiscal 2014 Annual Report. LONGVIEW POWER: S&P Lowers Rating on $300MM Secured Loan to 'B+' ---------------------------------------------------------------- Standard & Poor's Ratings Services said it lowered its preliminary debt rating on Longview Power LLC's $300 million senior secured term loan due 2021 and $25 million senior secured revolving credit facility due 2021 to 'B+' from 'BB-' due to the impact of increasing the term loan offering to $300 million from $250 million. S&P revised the recovery rating on the credit facilities to '2' from '1', indicating S&P's expectation of "substantial" recovery of principal in the lower half of the 70% to 90% range if a payment default occurs. The preliminary ratings are subject to receipt and review of final financial and legal documentation. Longview is a limited-purpose, bankruptcy-remote entity that owns a 700 net-megawatt coal-fired power plant in West Virginia and a mining subsidiary, MEPCO, that supplies coal to the plant. The key aspect of the bankruptcy emergence plan is the successful rehabilitation of various parts of the plant to improve availability from about 70% or so to about 90%. Boiler tube leaks have been a major factor in poor operational performance since the plant began operations in 2011, contributing to lower-than-expected cash flow and the eventual bankruptcy filing in August 2013. One of the plan's major goals is to repair the leaks. Most of the operational problems stem from construction phase work. "We base the stable outlook on our expectation that Longview will be able to complete its repair program in 2015 and then return to operation and that cash flow will be fairly stable thereafter based on our assumptions of future natural gas prices along with known capacity market revenues, said Standard & Poor's credit analyst Terry Pratt. LORMAR REALTY: Case Summary & 2 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Lormar Realty LLC 37-18 24th St. Suite 300 Long Island City, NY 11101 Case No.: 15-41582 Nature of Business: Single Asset Real Estate Chapter 11 Petition Date: April 9, 2015 Court: United States Bankruptcy Court Eastern District of New York (Brooklyn) Judge: Hon. Elizabeth S. Stong Debtor's Counsel: Mark A. Frankel, Esq. BACKENROTH FRANKEL & KRINSKY LLP 800 Third Avenue, 11th Floor New York, NY 10022 Tel: (212) 593-1100 Fax: (212) 644-0544 Email: mfrankel@bfklaw.com Total Assets: $1.6 million Total Liabilities: $1.19 million The petition was signed by Lori Conti, manager. A list of the Debtor's two largest unsecured creditors is available for free at http://bankrupt.com/misc/nyeb15-41582.pdf MALIBU ASSOCIATES: Has $3M Financing From Aa87; U.S. Bank Objects ----------------------------------------------------------------- Malibu Associates, LLC, asks the Bankruptcy Court for authorization to obtain DIP Financing from lender Aa87, LLC, on the same terms and conditions as those set forth in the prepetition loan made by the lender to the Debtor. The Debtor is a borrower under a Consolidation Agreement, which consolidated, amended, and superseded the certain prepetition loans made by California National Bank to the Debtor, which were thereafter assigned to U.S. Bank, National Association, into a single loan in the principal amount of $46,771,684. The Debtor commenced its bankruptcy case on the eve of U.S. Bank's scheduled foreclosure sale. Aa87 is already owed by the Debtor for a loan provided prepetition. The Debtor and Aa87 entered in to a Secured Promissory Note dated Jan. 1, 2015, and the Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing dated Jan. 1, 2015, pursuant to which the Debtor obtained a $3,000,000 line of credit from Aa87 for the purpose of, among other things, covering the Debtor's operating costs and allowing the Debtor to maintain the Property while it processed the final Entitlements and attempted to market the Property for sale. Since the Debtor ceased operations in November, 2014, the Debtor does not generate any cash. Thus, the Debtor requires funding to maintain the Property, continue the process to obtain final Entitlements, and preserve the value of the Property while the Debtor pursues a marketing and sale process which will allow the Debtor to sell the Property for the highest possible price. Fortunately, Aa87 has agreed to provide the Debtor with the DIP Financing. Based on the projected cash receipts and disbursements for the 13-week period following the Petition Date, the Debtor believes that the proposed DIP Financing will provide the Debtor with sufficient funds to complete the Entitlements and maintain the Property until the sale of the Property is successfully consummated. U.S. Bank Objects to DIP Financing U.S. Bank National Association requests that the Court deny the Motion until the Debtor fulfills its burden by, at minimum, demonstrating that terms of postpetition financing will not impair U.S. Bank's interest or violate the pre-petition subordination agreement. U.S. Bank notes that this is a chapter 22 single asset real estate case, where the underlying loans in question originally matured in 2009. In the first Chapter 11, the loans were consolidated pursuant to various agreements approved by the Bankruptcy Court in 2011. After the first bankruptcy, Debtor could not perform certain of its obligations under the loans as consolidated and they were twice amended. Each time, Debtor gave U.S. Bank a general release and also a stay relief waiver. The consolidated loans matured in October 2014 and were not repaid. This second bankruptcy followed on the eve of U.S. Bank's scheduled foreclosure sale. U.S. Bank recognizes that the Debtor needs funds to maintain the property, although this is apparently a self-created issue because the Debtor pre-petition shut down the operations at the property and lost the income generated by those operations. Nonetheless, U.S. Bank requests that the Court deny or defer granting of the Motion because Debtor fails to address that the proposed post-petition lender financing violates a pre-petition subordination agreement in favor of U.S. Bank to be enforced by this Court, among other reasons. Before turning to the subordination issue, U.S. Bank submits that the Debtor at a minimum must meet the standards of postpetition financing under 11 U.S.C. Sec. 364(c) and (e) to show that it is fair, reasonable and adequate, and sought in good faith, with sufficient efforts made to obtain financing on less onerous terms to benefit the estate. Additionally, because an insider transaction is involved (disclosed in a footnote to the Court), the Motion should he subjected to more rigorous scrutiny. The Debtor has not yet met the standards to approve this financing under the Bankruptcy Code, much less the heightened standards for insider transactions. U.S. Bank states that if there is sufficient equity in the property to protect the interests of U.S. Bank and the postpetition lender, which the Debtor has not shown, the postpetition lender (really an insider of the Debtor) should arguably rely on that equity alone, without the granting of a postpetition lien. Under Section 2 of the applicable subordination agreement, the granting of a security interest in the property or any assets of Debtor should not even occur. U.S. Bank is represented by: Joshua D. Wayser, Esq. Jessiea M. Mickelsen, Esq. KATTEN MUCHIN ROSENMAN LLP 2029 Century Park East, Suite 2600 Los Angeles, CA 90067-3012 Tel: (310) 788-4471 Fax: (310) 788-4400 E-mail: joshua.wayser@kattenlaw.com jessica.mickelsen@kattenlaw.com About Malibu Associates Headquartered in Malibu, California, Malibu Associates, LLC, owns the Malibu Golf Club. The club has a restaurant and clubhouse, in addition to an 18-hole golf course, on its 650-acre property in the Santa Monica Mountains. Malibu Associates sought Chapter 11 protection (Barnk. C.D. Cal. Case No. 15-10477) in Santa Barbara, California, on March 10, 2015, disclosing $76.2 million in total assets and $47.8 million in total liabilities. Thomas Hix, the managing member of the Debtor, signed the bankruptcy petition. The Debtor owns real property located at 901 Encinal Canyon Road, Malibu, California. The property secures a $46.8 million debt to U.S. Bank, National Association, which is secured by a first deed of trust on the property. The Los Angeles County Treasurer and Tax Collector is also owed $459,800, secured by a tax lien on the property. The case is assigned to Judge Deborah J. Saltzman. David L. Neale, Esq., at Levene Neale Bender Rankin & Brill LLP, in Los Angeles, serves as counsel to the Debtor. The Debtor previously sought bankruptcy protection on Nov. 3, 2009, in the Central District of California, San Fernando Valley Division (Bankr. C.D. Calif. Case No. No. 9-24625). That case was assigned to the Honorable Maureen A. Tighe, but was later dismissed. The real property in Malibu was included in the prior filing. MEG ENERGY: Bank Debt Trades at 3% Off -------------------------------------- Participations in a syndicated loan under which MEG Energy Corp is a borrower traded in the secondary market at 96.75 cents-on-the- dollar during the week ended Friday, April 10, 2015, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. This represents an increase of 1.13 percentage points from the previous week, The Journal relates. MEG Energy Corp pays 275 basis points above LIBOR to borrow under the facility. The bank loan matures on April 10, 2020, and carries Moody's Ba1 rating and Standard & Poor's BBB- rating. The loan is one of the biggest gainers and losers among 266 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. MILACRON INTERMEDIATE: S&P Affirms 'B' Corp. Credit Rating ---------------------------------------------------------- Standard & Poor's Ratings Services affirmed its 'B' corporate credit rating on plastics processing machinery, mold technologies, and metal working fluids provider Milacron Intermediate Holdings Inc. The outlook is stable. In addition, S&P affirmed its 'B' issue-level rating on the company's subsidiary Milacron LLC's senior secured debt including the $343 million term loan due 2020 and $275 million 8.375% senior secured notes due 2019. The recovery rating on this debt remains '3', indicating S&P's expectation of meaningful (50% to 70%; upper half of the range) recovery in the event of a payment default. S&P intends to withdraw these ratings upon the repayment of the debt. S&P also lowered its issue-level rating on Milacron LLC's existing $465 million 7.75% senior unsecured notes due 2021 to 'CCC+' from 'B-'. The recovery rating was also revised to '6' from '5', indicating S&P's expectation for negligible (0% to 10%) recovery in the event of a payment default. At the same time, S&P assigned its 'B' issue-level rating and '4' recovery rating to the company's proposed $730 million term loan due 2020. The '4' recovery rating indicates S&P's expectation of average (30% to 50%; upper half of the range) recovery in the event of a payment default. "The stable outlook on Milacron Intermediate Holdings Inc. reflects our expectation that the company's credit measures will remain in line with our current rating, with debt to EBITDA in the 5x to 6x range and FFO to total debt below 12% over the next 12 to 18 months," said Standard & Poor's credit analyst Jaissy Lorenzo. S&P expects Milacron to use the proceeds to refinance its $343 million term loan due 2020 and $275 million 8.375% senior secured notes due 2019, fund a $145 million dividend to its financial sponsor, and pay related premiums and fees. Milacron operates in the highly cyclical, fragmented, and competitive global plastics technology solutions market and is exposed to volatile raw material costs. These factors are partly offset by the company's well-established global market positions, broad product portfolio, large installed base, and brand recognition. S&P could lower the rating if raw material price increases or a decline in industrial production and demand from key customers, such as packaging companies, causes margins to decline to 14% which could result in an increase in debt to EBITDA to over 6x for an extended period. S&P could also lower the rating if the company's acquisition strategy is more aggressive than S&P expects and results in debt to EBITDA of over 6x for an extended period. S&P could raise the rating if the company is able to sustain its profitability and reduce debt such that leverage improves to less than 5x and FFO to debt increases to more than 12% for a sustained period. S&P would also expect a less aggressive financial policy. MISSISSIPPI PHOSPHATES: Amends Schedules of Assets & Debt --------------------------------------------------------- Mississippi Phosphates Corporation filed with the U.S. Bankruptcy Court for the Southern District of Mississippi on March 23, 2015, amended schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $1,554,587 B. Personal Property $97,395,090 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $58,411,022 + UNKNOWN E. Creditors Holding Unsecured Priority Claims $2,551,951 F. Creditors Holding Unsecured Non-priority Claims $79,978,304 + UNKNOWN ----------- ----------- TOTAL $98,949,678 $140,941,276 + UNKNOWN The Debtor disclosed $98,846,431 in assets, including $97,291,844 in personal property in the prior iteration of the schedules. A full-text copy of the amended schedules is available for free at: http://bankrupt.com/misc/Miss_Phosp_SAL_Mar2015.pdf About Mississippi Phosphates Mississippi Phosphates Corporation is a major United States producer and marketer of diammonium phosphate ("DAP"), one of the most common types of phosphate fertilizer. MPC, which was formed as a Delaware corporation in October 1990, owns a DAP facility in Pascagoula, Mississippi, which was acquired from Nu-South, Inc. in its 1990 bankruptcy. Phosphate rock, the primary raw material used in the production of DAP, is being supplied by OCP S.A., a corporation owned by the Kingdom of Morocco. The parent, Phosphate Holdings, Inc., was formed in December 2004 in connection with the bankruptcy reorganization of MPC and its then-parent Mississippi Chemical Corporation, the first fertilizer cooperative in the United States. As of Oct. 27, 2014, MPC has a work force of 250 employees, broken into 224 regular employees and 26 "nested" third-party contract employees. MPC and its subsidiaries, namely Ammonia Tank Subsidiary, Inc., and Sulfuric Acid Tanks Subsidiary, Inc., sought Chapter 11 bankruptcy protection (Bankr. S.D. Miss. Lead Case No. 14-51667) on Oct. 27, 2014. Judge Katharine M. Samson is assigned to the cases. Mississippi Phosphates disclosed $98.8 million in assets and $141 million plus an unknown amount in liabilities. Affiliates Ammonia Tank and Sulfuric Acid Tanks each estimated $1 million to $10 million in both assets and liabilities. The Debtors have tapped Stephen W. Rosenblatt, Esq., at Butler Snow LLP as counsel. The official committee of unsecured creditors tapped Burr & Forman LLP as its counsel. MORGANS HOTEL: Bradford Nugent Named to Board of Directors ---------------------------------------------------------- The Board of Directors of Morgans Hotel Group Co. increased the size of the Board from nine to 10 directors and appointed Bradford B. Nugent to fill the vacancy, effective April 3, 2015, according to a document filed with the Securities and Exchange Commission. Yucaipa American Alliance Fund II, L.P. and Yucaipa American Alliance (Parallel) Fund II, L.P. previously designated Mr. Nugent as their nominee and the Board determined to appoint Mr. Nugent at this time, in advance of nominating him for election at the Annual Meeting. Mr. Nugent is not currently serving on any committees of the Board. Mr. Nugent will be eligible to participate in the compensation plan for non-employee directors previously disclosed by the Company. About Morgans Hotel Group Based in New York, Morgans Hotel Group Co. (Nasdaq: MHGC) -- http://www.morganshotelgroup.com/-- is widely credited as the creator of the first "boutique" hotel and a continuing leader of the hotel industry's boutique sector. Morgans Hotel Group operates and owns, or has an ownership interest in, Morgans, Royalton and Hudson in New York, Delano and Shore Club in South Beach, Mondrian in Los Angeles and South Beach, Clift in San Francisco, Ames in Boston, and Sanderson and St Martins Lane in London. Morgans Hotel Group and an equity partner also own the Hard Rock Hotel & Casino in Las Vegas and related assets. Morgans Hotel Group also manages hotels in Isla Verde, Puerto Rico and Playa del Carmen, Mexico. Morgans Hotel Group has other property transactions in various stages of completion, including projects in SoHo, New York and Palm Springs, California. Morgans Hotel reported a net loss attributable to common stockholders of $66.6 million on $235 million of total revenues for the year ended Dec. 31, 2014, compared with a net loss attributable to common stockholders of $58.5 million on $236 million of total revenues during the prior year. As of Dec. 31, 2014, Morgans Hotel had $551 million in total assets, $779 million in total liabilities, $5.04 million in redeemable noncontrolling interest and a $232.45 million total deficit. NATIONAL CINEMEDIA: Amends 71.7MM Common Shares Resale Prospectus ----------------------------------------------------------------- National CineMedia, Inc., filed a post-effective amendment to its Form S-3 registration statement relating to the disposition from time to time by American Multi-Cinema, Inc. and affiliates; Cinemark Holdings, Inc. and affiliates; and Regal Entertainment Group and affiliates of up to 71,704,494 shares of common stock, par value $0.01 per share. Under the terms of the registration rights agreement with the selling stockholders executed at the date of NCM, Inc.'s initial public offering, NCM Inc. is required to register shares of its common stock equal to the number of NCM LLC common membership units held by each selling stockholder. The selling stockholders hold an aggregate of 71,704,494 common membership units that were issued in conjunction with the Company's IPO and thereafter pursuant to contractual arrangements in effect among NCM, Inc., NCM LLC and the selling stockholders relating to net screens that have been added to the Company's network. The Company will not pay any underwriting discounts or commissions on the shares of common stock issued to the selling stockholders. The Company will not receive any proceeds from the sale of common stock by the selling stockholders. The Company's common stock trades on the Nasdaq Global Select Market under the symbol "NCMI." On April 9, 2015, the reported last sale price of the Company's common stock on the Nasdaq Global Select Market was $16.07 per share. A copy of the amended prospectus is available for free at: http://is.gd/neKHQo About National CineMedia National CineMedia, Inc., is the holding company of National CineMedia, LLC. NCM LLC operates the largest digital in-theatre network in North America, allowing NCM to distribute advertising, Fathom entertainment programming events and corporate events under long-term exhibitor services agreements with American Multi-Cinema Inc., a wholly owned subsidiary of AMC Entertainment Inc.; Regal Cinemas, Inc., a wholly owned subsidiary of Regal Entertainment Group; and Cinemark USA, Inc., a wholly owned subsidiary of Cinemark Holdings, Inc. NCM LLC also provides such services to certain third-party theater circuits under "network affiliate" agreements, which expire at various dates. As of Jan. 1, 2015, the Company had $991 million in total assets, $1.20 billion in total liabilities and a $208.7 million total deficit. * * * As reported by the TCR on March 24, 2011, Standard & Poor's Ratings Services raised its corporate credit ratings on Centennial, Colorado-based National CineMedia Inc. and operating subsidiary National CineMedia LLC (which S&P analyzes on a consolidated basis) to 'BB-' from 'B+'. "The 'BB-' corporate credit rating reflects S&P's expectation that NCM's EBITDA growth will enable the company to continue to de-lever over the intermediate term despite its aggressive dividend policy," said Standard & Poor's credit analyst Jeanne Shoesmith. NCSG CRANE: S&P Lowers LT CCR and 2nd Lien Debt Ratings to B- ------------------------------------------------------------- Standard & Poor's Ratings Services said it lowered its long-term corporate credit and second-lien debt ratings on Edmonton, Alta.-based NCSG Crane & Heavy Haul Corp. to 'B-' from 'B'. The outlook is stable. The recovery rating on the debt is unchanged at '4', and indicates S&P's expectation of average (30%-50%; at the higher end of the range) recovery in a default scenario. "The downgrade reflects our expectation that NCSG's credit measures will be significantly weaker than we had previously expected," said Standard & Poor's credit analyst Aniki Saha-Yannopoulos. With the material drop in commodity prices in recent times, exploration and production companies have reduced their capital budgets considerably, postponing projects and demanding price concessions from oilfield service providers. As the company faces pressure on its top-line revenues, we expect its EBITDA will be materially weaker than S&P's previous expectations; we expect it to exit 2015 with debt-to-EBITDA about 8.5x-9.0x, which is significantly weaker than S&P's previously forecast cash flow leverage metrics. S&P revised its business risk profile on the company to "vulnerable" from "weak" to reflect its view of NCSG's weakening profitability as it faces EBITDA contraction. The company offers a portfolio of operated and maintained crane and heavy haul transport services that build, relocate, and maintain infrastructure. It is a niche provider focusing on the energy sector, servicing end markets in the Western Canada to Texas corridor. The upstream oil and gas sector generates about 65% of NCSG's revenues. The stable outlook reflects Standard & Poor's expectations that NCSG will maintain adequate liquidity through the next 12 months and not face any tightness under its credit facility's financial covenant. Although the company's funds from operations will be significantly weaker in the next 12 months, under S&P's base-case scenario, it expects the company to maintain at least C$50 million in availability under its credit facility. "We would consider a negative rating action if liquidity deteriorates such that it is "less than adequate" (as our criteria define the term) or EBITDA-to-interest coverage drops below 1.25x with no signs for improvement. We would expect this to occur if NCSG's operating cash is lower than expected, either due to reduced revenues or a weaker-than-expected EBITDA margin," said S&P. A positive rating action is less likely in the next 12 months under the challenging oil and gas industry conditions. Moreover, the company's financial sponsor ownership and our assessment of its financial policy also temper any positive rating action. For such an action, NCSG would need to deleverage its credit ratios to support an "aggressive" financial risk profile. An articulated financial strategy and demonstration that the company will maintain adjusted debt leverage of below 5x could lead us to consider an upgrade. NET ELEMENT: Cayman Invest Reports 9.3% Stake as of April 2 ----------------------------------------------------------- In an amended Schedule 13D filed with the Securities and Exchange Commission, Cayman Invest S.A. disclosed that as of April 2, 2015, it beneficially owns 4,402,491 shares of common stock of Net Element, Inc., which represents 9.3 percent based upon 47,460,032 of outstanding shares of Common Stock as of March 30, 2015. Anashkhan Gabbazova, as the sole shareholder and sole director of Cayman, may also be deemed to beneficially own the shares of Common Stock beneficially owned by Cayman and has shared voting power and shared dispositive power with respect to those shares. On April 2, 2015, Cayman sold 1,500,000 of its shares of Common Stock to Mayor Trans Ltd., a company incorporated in the Republic of Seychelles, for $2.00 per share. A copy of the regulatory filing is available for free at: http://is.gd/i5kRaw About Net Element Miami, Fla.-based Net Element International, Inc., formerly Net Element, Inc., currently operates several online media Web sites in the film, auto racing and emerging music talent markets. Net Element reported a net loss of $48.3 million in 2013, as compared with a net loss of $16.4 million in 2012. BDO USA, LLP, in Miami, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company has suffered recurring losses from operations and has used substantial amounts of cash to fund its operating activities that raise substantial doubt about its ability to continue as a going concern. NEUSTAR INC: S&P Affirms 'BB-' CCR, Off CreditWatch Negative ------------------------------------------------------------ Standard & Poor's Ratings Services said it affirmed its 'BB-' corporate credit rating on Sterling, Va.-based Neustar Inc., and removed all ratings from CreditWatch, where S&P originally placed them with negative implications on June 12, 2014. The rating outlook is stable. "The affirmation is based on our expectation that the loss of the NPAC (Number Portability Administration Center) contracts will have no material impact on Neustar's revenues until the fourth quarter of 2016 at the earliest, and that pro forma leverage will remain below 4x longer term," said Standard & Poor's credit analyst Michael Altberg. The stable rating outlook reflects S&P's expectation that the loss of the LNPA contract will not have a material impact on Neustar's revenues for at least the next 12 months, and potentially longer. In addition, pro forma for the full impact of the loss, S&P expects FOCF generation will remain healthy. S&P believes a downgrade is unlikely over the next 12 months given the automatic one-year renewal on the LNPA contract and S&P's expectation of high-single-digit percent growth in non-NPAC revenue. S&P could lower the rating if the company pursued a more aggressive financial policy or operating performance in marketing or security services deteriorated, resulting in adjusted leverage rising above 4x on a sustained basis. Given the LNPA contract loss, S&P believes an upgrade is equally unlikely over the next 12 months. Longer term, S&P could raise the rating if Neustar maintained leverage below 2.5x on a sustained basis. Under such a scenario, financial policy would be a key ratings factor, along with an assumption of continued healthy growth and margin stability in the company's remaining businesses. OPTIMUMBANK HOLDINGS: Fails to Comply with NASDAQ Rule ------------------------------------------------------ OptimumBank Holdings, Inc. disclosed in a document filed with the Securities and Exchange Commission that it received a letter from The Nasdaq Stock Market indicating the Company is not in compliance with Listing Rule 5550(a)(2) because the closing bid price per share of its common stock has been below $1.00 per share for 30 consecutive business days. In accordance with Listing Rule 5810(c)(3)(A), the Company has been provided with a 180 calendar day grace period, or until Sept. 29, 2015, to regain compliance with the Bid Price Rule, which requires that the Company's common stock must remain at $1.00 per share or more for a minimum of 10 consecutive business days. Thereafter, the Company can receive an additional 180-day grace period if it meets the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, except for the bid price requirement. The Company must also notify Nasdaq of its intent to cure the deficiency during the second grace period, by effecting a reverse stock split, if necessary. If the Company meets these requirements, Nasdaq will grant the Company an additional 180 calendar days to regain compliance with the Bid Price Rule. However, if it appears to Nasdaq that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible, Nasdaq will provide notice that the Company's securities will be subject to delisting. At that time, the Company may appeal the delisting determination to a Hearings Panel. The Company is evaluating its options to resolve the deficiency. About OptimumBank Holdings OptimumBank Holdings, Inc., headquartered in Fort Lauderdale, Fla., is a one-bank holding company and owns 100 percent of OptimumBank, a state (Florida)-chartered commercial bank. The Company offers a wide array of lending and retail banking products to individuals and businesses in Broward, Miami-Dade and Palm Beach Counties through its executive offices and three branch offices in Broward County, Florida. Optimumbank reported net earnings of $1.6 million on $5.39 million of total interest income for the year ended Dec. 31, 2014, compared to a net loss of $7.07 million on $5.28 million of total interest income for the year ended Dec. 31, 2013. As of Dec. 31, 2014, the Company had $125 million in total assets, $122 million in total liabilities, and $2.97 million in total stockholders' equity. Hacker, Johnson & Smith PA, in Fort Lauderdale, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014. The independent auditors noted that the Company is in technical default with respect to its Junior Subordinated Debenture. The holders of the Debt Securities could demand immediate payment of the outstanding debt of $5,155,000 and accrued and unpaid interest, which raises substantial doubt about the Company's ability to continue as a going concern. Regulatory Matters Effective April 16, 2010, the Bank consented to the issuance of a consent order by the Federal Deposit Insurance Corporation and the Florida Office of Financial Regulation, also effective as of April 16, 2010. ORANGE REGIONAL: Fitch Rates $69MM 2015 Revenue Bonds BB+ --------------------------------------------------------- Fitch Ratings has assigned a 'BB+' rating to approximately $69 million of series 2015 revenue bonds issued by the Dormitory Authority of the State of New York on behalf of the Orange Regional Medical Center (ORMC) Obligated Group. In addition, Fitch has affirmed its rating on the following bonds: -- $247.7 million of the Dormitory Authority of the State of New York, series 2008 bonds at 'BB+'. The Rating Outlook is Stable. The series 2015 bonds are expected to sell as fixed-rate tax exempt bonds. Bond proceeds will be used to fund the construction of a medical office building (MOB) and cancer center on ORMC's current campus, fund a debt service reserve fund (DSRF) and pay for cost of issuance. The issuance is expected to have a maturity date of 2045 and will increase ORMC's maximum annual debt service (MADS) to $24.7 million. SECURITY The bonds are secured by a gross receipts pledge and a mortgage. Further security is provided by a DSRF. KEY RATING DRIVERS MAJOR CAPITAL PLANS: Construction of the new MOB and cancer center is expected to begin in June 2015 and occupancy is expected by the Fall of 2016. Fitch views favorably the consolidation of outpatient services on ORMC's main campus and expects the opening of the MOB to have a positive impact on outpatient volumes in the future. IMPROVING OPERATIONS: The assignment and affirmation of the 'BB+' rating is based on ORMC's significantly improved operations since fiscal 2013. ORMC's operating EBITDA margin of 12.1% in fiscal 2014 (Dec. 31 year-end; unaudited) was significantly improved from 8.7% in fiscal 2013, and was above the budgeted 11.1%. Management attributes the improvement in operations to strong volumes and robust expense controls. ELEVATED DEBT BURDEN: ORMC's pro forma debt burden remains high as evidenced by pro forma MADS at 6.5% of revenues based on fiscal 2014 results, comparing unfavorably to Fitch's below investment grade (BIG) median of 4%. Pro forma MADS coverage by EBITDA was 1.9x, slightly above Fitch's BIG median of 1.8x. The new debt issuance was expected during Fitch's last rating review. STRESSED LIQUDITY: ORMC's liquidity in relation to pro forma debt remains weak with 27.5% cash to pro forma debt and 3.5x cushion ratio at Dec. 31, 2014, both of which are below Fitch's BIG medians of 55.7% and 5.3x, respectively. However, the metrics did not change materially since Fitch's last rating action despite the additional debt issuance due to liquidity growth. Days cash on hand (DCOH) of 89.1 now exceeds Fitch's BIG median. RATING SENSITIVITIES SUSTAINED OPERATING IMPROVEMENTS: Given its elevated debt burden and weak liquidity metrics relative to debt, ORMC will need to sustain its improved cash flow levels to maintain coverage metrics. Any significant deterioration from the budget, which would negatively impact debt service coverage, may pressure the rating. CREDIT PROFILE ORMC operates a new 383 licensed bed facility, located in Middletown, NY, approximately 65 miles northwest of New York City. The new hospital replaced two previous facilities in Goshen and Middletown, which have since been closed. ORMC's parent is the Greater Hudson Valley Health System (GHVHS), also the parent of two-campus Catskill Regional Medical Center, which ORMC manages. ORMC had total revenue of $382.5 million in fiscal 2014 (Dec. 31 year end; unaudited). There is no 2014 audit of GHVHS available at this time, and Fitch's analysis is based solely on ORMC. MAJOR CAPITAL PLANS ORMC currently leases an off-campus MOB space which houses its outpatient services, physician practice and cancer center. Lease payments are expected to increase significantly after 2018. In order to reduce its exposure to future operating lease increases and achieve efficiencies from clinical integration and physician alignment, ORMC is expecting to construct a 155,000 square foot MOB and a 21,000 square foot Cancer Center on its current hospital campus adjacent to its main inpatient facility. The five-story MOB will house a number of outpatient services, including four operating rooms, three procedure rooms, diagnostic services and office space for up to 76 physicians. Construction is expected to begin in June 2015 and occupancy is expected by the Fall of 2016. ORMC's synergy and consolidation initiatives are viewed favorably by Fitch, and it is expected that ORMC will benefit from higher outpatient volumes once the MOB and cancer center are operational. The additional office space will allow ORMC to consolidate its employed physician staff on its hospital campus, as well as provide capacity for future physician recruitment. As part of its physician strategy, ORMC expects to significantly increase its employed physician network. IMPROVING OPERATIONS ORMC's operations have improved significantly in fiscal 2014 and through the two-month interim period ended Feb. 28, 2015 (the interim period). ORMC's $3.9 million in operating income in fiscal 2014 equated to a 12.1% operating EBITDA margin, up from 8.7% in fiscal 2013, and above the budgeted 11.1%. Operations improved further through the interim period as evidenced by a $5.4 million operating income, or a 17.7% operating EBITDA margin, which was significantly above Fitch's median of 7.3%. Management attributes the positive operating trend to cost cutting and supply chain initiatives and the addition of new specialty service lines to their continuum of care. ORMC is budgeting to end fiscal 2015 with an 11.3% operating EBITDA margin, which Fitch believes is feasible given the strong interim performance and positive operating trend. STRESSED LIQUIDITY AND ELEVATED DEBT BURDEN ORMC's pro forma debt burden of $312.5 million and pro forma MADS of $24.7 million resulted in a stressed 27.5% cash to debt and 3.5x cushion ratio, both of which are below Fitch's 'BIG' medians of 55.7% and 5.3x, respectively. However, ORMC's $86 million in unrestricted cash and investments at Dec. 31, 2014 was up from $69.2 in the prior year, and equated to an improved 89.1 DCOH, above Fitch's BIG median of 74.8 days. ORMC is projecting to materially increase their unrestricted liquidity over the medium term, which Fitch views as feasible given the recent cash growth and improved operations. There are no expectations of material capital investment other than the current project, given ORMC's new main hospital facility opened in 2011. Pro forma MADS equated to 6.5% of 2014 revenues, increasing from 5.7%, and MADS coverage by EBITDA was 1.9x, slightly above Fitch's BIG median of 1.8x. The solid coverage reflects the strengthened operating profitability. DEBT PROFILE Post issuance, ORMC will have $312.5 million in total debt. All of ORMC's outstanding debt is fixed rate and ORMC has no outstanding swaps. ORMC's financial covenants of a minimum debt service coverage of 1.25x and DCOH of 60 do not change with the 2015 issuance. DISCLOSURE ORMC covenants to submit audited consolidated financial statements within 150 days after year-end, unaudited financial statements 45 days after the first three quarter-ends, and 60 days after the fourth quarter-end, to the MSRB's EMMA system. PACIFIC DRILLING: Bank Debt Trades at 17% Off --------------------------------------------- Participations in a syndicated loan under which Pacific Drilling Ltd is a borrower traded in the secondary market at 83.40 cents-on-the-dollar during the week ended Friday, April 10, 2015, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. This represents an increase of 0.50 percentage points from the previous week, The Journal relates. The Company pays 350 basis points above LIBOR to borrow under the facility. The bank loan matures on May 15, 2018, and carries Moody's B1 rating and Standard & Poor's B+ rating. The loan is one of the biggest gainers and losers among 266 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. PALMERIS INC: Involuntary Chapter 11 Case Summary ------------------------------------------------- Alleged Debtor: Palmeris Inc. 1119 S. Mission Rd. #102 Fallbrook, CA 92028 Case Number: 15-02325 Involuntary Chapter 11 Petition Date: April 9, 2015 Court: United States Bankruptcy Court Southern District of California (San Diego) Judge: Hon. Margaret M. Mann Petitioner's Counsel: Pro Se Petitioner Nature of Claim Claim Amount ---------- --------------- ------------ Ray W. Grimm, Jr. Unpaid Debt $16,717 P.O. Box 8501 Rancho Santa Fe, CA 92067 Tel: 760-427-7263 PERFORMANT BUSINESS: Moody's Cuts CFR & Secured Debt Rating to B3 ----------------------------------------------------------------- Moody's Investors Service downgraded the Corporate Family Rating ("CFR") of Performant Business Services, Inc. and its senior secured debt rating to B3, from B2, and its Probability of Default rating to Caa1-PD, from B3-PD. Performant's SGL-2 Speculative Grade Liquidity rating was affirmed. The ratings outlook remains stable. Downgrades: Issuer: Performant Business Services, Inc. -- Corporate Family Rating (Local Currency), Downgraded to B3 from B2 -- Senior Secured Bank Credit Facilities, maturing 2017, 2018, Downgraded to B3 from B2 -- Probability of Default Rating, Downgraded to Caa1-PD from B3-PD -- Outlook, Remains Stable . Speculative Grade Liquidity Rating, Affirmed SGL-2 RATINGS RATIONALE The downgrade of Performant's CFR to B3 reflects the abrupt downturn in the defaulted-loan- and healthcare-payment-collections provider's operating performance in the second half of 2014 and Moody's expectations for weak 2015 performance. Moody's anticipates that policy changes recently enacted by the US government, whose agencies provide about 95% of Performant's revenue, will cause EBITDA to be halved this year, after having already been cut in half in 2014. As a result, Moody's expects free cash flow to be minimally positive this year, while adjusted debt-to-EBITDA will spike to above 5.0 times at year-end 2015, as compared with 2.9 times at year-end 2014 (and beyond Moody's 4.5 times downgrade trigger). However, Moody's concerns over high leverage and diminished intermediate-term operating performance are allayed by the company's $80 million cash balance, which represents more than 70% of its $112 million debt obligation, and Moody's expectation of a return to more normalized operating levels in 2016. All financial metrics reflect Moody's standard adjustments. The stable ratings outlook takes into account Moody's expectation for considerably-higher-than-normal debt-to-EBITDA during 2015, with a resumption to 3.5 times or lower by the end of 2016. Moody's anticipates that Performant's minimally positive 2015 free cash flow will be supplemented by its strong, $80 million cash holdings, enabling the company to readily meet debt-amortization payments. Ratings could be upgraded if: 1) there is no further deterioration in the student loan business, and; 2) if the CMS contract is renewed at audit volumes comparable to historic levels, which would bolster profits and bring leverage below 4.5 times. Ratings could be downgraded if: 1) the timing discrepancy for recognizing student loan revenues fails to reverse itself as expected; 2) if the lack of legal resolution to the CMS lawsuit compels Performant to abandon its CMS collections business, and; 3) if liquidity deteriorates meaningfully. Performant Business Services, Inc. (Performant), a wholly-owned subsidiary of publicly traded Performant Financial Corporation (Performant), is a leading provider of audit and recovery services for organizations in the public and private sectors. More than two thirds of expected 2015 revenues of $155 million are derived from the recovery and restructuring of defaulted student loans, while fees from healthcare payment collections, primarily on behalf of the CMS, and delinquent-tax collections constitute the balance of revenues. Management and affiliates of private equity investor Parthenon Capital Partners continue to own a substantial stake in Performant, although Parthenon has been divesting its ownership, which currently stands at about 27%. The principal methodology used in these ratings was Business and Consumer Service Industry published in December 2014. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the PETROLEUM GEO-SERVICES: Bank Debt Trades at 15% Off --------------------------------------------------- Participations in a syndicated loan under which Petroleum Geo-Services ASA is a borrower traded in the secondary market at 84.60 cents-on-the-dollar during the week ended Friday, April 10, 2015, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. This represents an increase of 0.60 percentage points from the previous week, The Journal relates. The Company pays 350 basis points above LIBOR to borrow under the facility. The bank loan matures on May 15, 2018, and carries Moody's B1 rating and Standard & Poor's B+ rating. The loan is one of the biggest gainers and losers among 266 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. PREMIER EXHIBITIONS: Samuel Weiser Quits as Executive Chairman -------------------------------------------------------------- Samuel S. Weiser has resigned as the executive chairman of the Board of Directors of Premier Exhibitions, Inc., effective April 2, 2015, according to a document filed with the Securities and Exchange Commission. Also on April 2, Premier entered into a consulting agreement with Mr. Weiser pursuant to which Mr. Weiser has agreed to make himself available to provide consulting advice, information regarding historical Company transactions, and transition services as and when reasonably requested by the Company through Sept. 30, 2015. The parties agreed that the Employment Agreement, dated Aug. 28, 2014, relating to Mr. Weiser's service as executive chairman is terminated and that the payments and benefits under the Separation Agreement and Release, dated June 20, 2014, between Mr. Weiser and the Company will recommence, as contemplated by the Employment Agreement. In consideration for Mr. Weiser's agreement to provide consulting services, and in addition to the payments and benefits recommencing under the Separation Agreement, the Company agreed to pay Mr. Weiser the aggregate amount of $300,000, with $20,000 being paid on a monthly basis and the balance being paid on the earlier of the closing of the proposed merger and Sept. 30, 2015. The Company also agreed to reimburse Mr. Weiser for the attorney fees incurred by him in negotiating and executing the Consulting Agreement, not to exceed $5,000. In addition, Mr. Weiser's outstanding option, dated June 12, 2013, to acquire 15,000 shares of the Company's common stock was amended to lower the exercise price to $4.48 per share and extend the term for an additional five years. The Consulting Agreement contains a mutual release of claims and mutual non-disparagement provision. About Premier Exhibitions Premier Exhibitions, Inc., develops, deploys and operates exhibition products that are presented to the public in exhibition centers, museums and non-traditional venues. The Atlanta-based Company's exhibitions generate income primarily through ticket sales, third-party licensing, sponsorships and merchandise sales. Premier reported a net loss of $778,000 for the year ended Feb. 28, 2014, compared to net income of $1.86 million for the year ended Feb. 28, 2013. Bankruptcy Warning "If our efforts to raise additional funds are unsuccessful, the Company will be required to delay, reduce or eliminate portions of our strategic plan and may be required to seek the protection of the U.S. bankruptcy laws and/or cease operating as a going concern. In addition, if the Company does not meet its payment obligations to third parties as they come due, the Company may be subject to an involuntary bankruptcy proceeding or other litigation claims. Even if the Company were successful in defending against these potential claims and proceedings, such claims and proceedings could result in substantial costs and be a distraction to management, and may result in unfavorable results that could further adversely impact our financial condition. If the Company makes a bankruptcy filing, is subject to an involuntary bankruptcy filing, or is otherwise unable to continue as a going concern, the Company may be required to liquidate its assets and may receive less than the value at which those assets are carried on its financial statements, and it is likely that shareholders will lose all or a part of their investments. These financial statements do not include any adjustments that might result from the outcome of this uncertainty," the Company stated in the quarterly report for the period ended Nov. 30, 2014. PULSE ELECTRONICS: Faces Lawsuit Over Proposed Merger with Oaktree ------------------------------------------------------------------ A putative class action and derivative complaint has been filed by alleged shareholders of Pulse Electronics Corporation in connection with the Company's proposed merger with Oaktree Capital, according to a document filed with the Securities and Exchange Commission. Matthew Odinotski and John Solak, individually and on behalf of all other similarly situated shareholders, filed the complaint in the Superior Court of the State of California, County of San Diego, against Pulse, Pulse's directors, Oaktree, OCM PE Holdings, L.P., and OCM PE Merger Sub, Inc. on March 18, 2015. The complaint asserts claims for breach of fiduciary duties. The Plaintiffs seek unspecified compensatory damages, costs and expenses, including attorneys' and experts' fees, and injunctive relief. A few days prior to filing the lawsuit, the Plaintiffs had submitted letters to the Company's Board demanding that the Board take action to "rectify" the alleged breaches of fiduciary duties. On April 3, 2015, the Board received another similar demand letter from A.B. Value Partners, L.P., which also purports to be a shareholder of Pulse. The A.B. Value letter demanded that Pulse terminate the transaction with Oaktree unless Oaktree pays a higher value, retains an independent financial advisor to analyze Pulse's options and to explore third-party interest in acquiring or investing in Pulse, and elect two new independent members to the Board to form a special committee to pursue alternative transactions. The Board said it is considering the demand letters and its response. About Pulse Electronics San Diego, California-based Pulse Electronics Corporation -- http://www.pulseelectronics.com/-- is a global producer of precision-engineered electronic components and modules, operating in three business segments: Network product group; Power product group; and Wireless product group. As reported by the TCR on July 8, 2013, the Company dismissed KPMG LLP as its independent registered public accounting firm. Grant Thornton LLP was hired as replacement. Pulse Electronics incurred a net loss of $32.9 million for the year ended Dec. 26, 2014, compared to a net loss of $27.02 million for the year ended Dec. 27, 2013. As of Dec. 26, 2014, Pulse Electronics had $165 million in total assets, $246 million in total liabilities and a $81.3 million total shareholders' deficit. QUANTUM CORP: Expects to Report $145 Million Total Revenue in Q4 ---------------------------------------------------------------- Quantum Corp. announced positive preliminary results for the fiscal fourth quarter 2015 ended March 31, 2015. Total revenue was in excess of $145 million, significantly above the company's January guidance range of $130 million to $135 million. This was also up from $128 million in the prior year period. Total branded revenue was more than $120 million, up from $102 million, as Quantum completed fiscal 2015 with year-over-year branded revenue growth in all four quarters. Scale-out storage and related service revenue was over $30 million, an increase of more than $15 million. GAAP net income was approximately $12 million, or approximately $0.04 per diluted share. This included approximately $13 million from the gain on sale of Quantum's investment in a privately held company. In the prior year, Quantum reported a GAAP net loss of $14 million, or $0.06 per diluted share. Total cash and cash equivalents were approximately $70 million as of March 31, 2015, and reflected the early repurchase of $50 million of convertible notes due November 2015 in an all-cash transaction during the quarter. "Our positive preliminary fourth quarter results demonstrate our success in continuing to build on the momentum we've had throughout this past year," said Jon Gacek, president and CEO of Quantum. "This was our fourth consecutive quarter of year-over-year branded growth, and our leadership in scale-out storage was again a key driver. With more than 100 percent year-over-year growth in scale-out storage revenue, we significantly increased our scale-out storage growth rate over the prior quarter, as we've done each quarter this year, and ended fiscal 2015 up more than 70 percent over the prior year. In addition, total DXi revenue grew approximately 10 percent for the year and reflected the actions we've taken over the last two years to drive DXi growth and profit. "We also increased our fourth quarter operating profit year-over-year, even after accounting for additional compensation expense in the quarter due to our strong revenue and operating profit performance. "Heading into fiscal 2016, we expect continued strong performance in both our scale-out storage and DXi product lines to deliver another year of growth for Quantum. Due to typical seasonality, Q1 will likely show the most modest year-over-year comparison, and we plan to provide more detailed guidance when we report our final Q4 results in early May." Quantum will issue a news release on its fourth quarter and full year 2015 financial results on Wednesday, May 6, 2015, after the close of the market. The company will also hold a conference call and live audio webcast to discuss these results that same day at 2:00 p.m. PDT. Press and industry analysts are invited to attend in listen-only mode. Dial-in number: 719-457-2645 (U.S. and International); Access Code 6066999 Replay number: 719-457-0820 (U.S. and International); Access Code 6066999 Replay expiration: Monday, May 11, 2015, at 5:00 p.m. PDT Webcast site: http://www.quantum.com/investors About Quantum Corp. Based in San Jose, California, Quantum Corp. (NYSE:QTM) -- http://www.quantum.com/-- is a storage company specializing in backup, recovery and archive. Quantum provides a comprehensive, integrated range of disk, tape, and software solutions supported by a world-class sales and service organization. Quantum Corporation incurred a net loss of $21.5 million on $553 million of total revenue for the year ended March 31, 2014, as compared with a net loss of $52.2 million on $587 million of total revenue for the year ended March 31, 2013. The Company's balance sheet at Dec. 31, 2014, showed $374 million in total assets, $451 million in total liabilities and a $76.7 million total stockholders' deficit. QUEST SOLUTION: Posts $302,000 Net Income in 2014 ------------------------------------------------- Quest Solution, Inc., filed with the Securities and Exchange Commission its annual report on Form 10-K disclosing net income of $302,000 on $37.3 million of total revenues for the year ended Dec. 31, 2014, compared with a net loss of $1.12 million on $4,070 of total revenues for the year ended Dec. 31, 2013. As of Dec. 31, 2014, the Company had $34.0 million in total assets, $32.8 million in total liabilities and $1.19 million in total stockholders' equity. For the year ended Dec. 31, 2014, the Company had cash in the amount of $234,000, and a working capital deficit of $5.094 million, compared with cash in the amount of $13,300, and a working capital deficit of $347,000 for the year ended Dec. 31, 2013. The Company's accumulated deficit is $16.7 million for the year ended Dec. 31, 2014. A full-text copy of the Form 10-K is available for free at: http://is.gd/kHy37G About Quest Solution Quest Solution (formerly known as Amerigo Energy, Inc.) is a national mobility systems integrator with a focus on design, delivery, deployment and support of fully integrated mobile solutions. The Company takes a consultative approach by offering end to end solutions that include hardware, software, communications and full lifecycle management services. The highly tenured team of professionals simplifies the integration process and delivers proven problem solving solutions backed by numerous customer references. Motorola, Intermec, Honeywell, Panasonic, AirWatch, Wavelink, SOTI and Zebra are major suppliers which Quest Solution uses in its systems. RADIOSHACK CORP: In Talks to Sell Remaining Assets -------------------------------------------------- Daniel McCarthy at Microcap Daily reports that talks are underway with interested parties to sell all of RadioShack Corp.'s remaining assets. Microcap Daily states that the Company, trading at a $17 million market valuation, is moving up the charts on accelerating volume after it was disclosed that the Company will reopen later in April under the ownership of hedge fund Standard General LP with an assist from Sprint Corp. According to the report, the Company reiterated its belief that there will be no recovery for any equity holder in its pending Chapter 11 proceedings, as it believes that the claims of its secured and unsecured creditors will not be fully satisfied. Matt Hamblen, writing for Computerworld, reports that Sprint will open retail operations in 1,435 RadioShack stores that were recently acquired by General Wireless. Sprint, according to Computerworld, said that it will occupy about one-third of the space inside each store, but will eventually be the primary brand shown in signs and marketing materials. Ryan Ori at Crain's Chicago Business adds that Sprint will be opening 27 new stores in Chicago. 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 Corporation and affiliates filed separate Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No. 15-10197) on Feb. 5, 2015. The petitions were signed by Joseph C. Maggnacca, chief executive officer. Judge Kevin J. Carey presides over the case. David G. Heiman, Esq., Greg M. Gordon, Esq., Amanda M. Suzuki, Esq., Jonathan M. Fisher, Esq., Thomas A. Howley, Esq., and Paul M. Green, Esq., at Jones Day serve as the Debtors' bankruptcy counsel. David M. Fournier, Esq., Evelyn J. Meltzer, Esq., and John H. Schanne, II, Esq., at Pepper Hamilton LLP serve as co-counsel. Carlin Adrianopoli at FTI Consulting, Inc., is the Debtors' restructuring advisor. Maeva Group, LLC, is the Debtors' turnaround advisor. Lazard Freres & Co. LLC is the Debtors' investment banker. A&G Realty Partners is the Debtors' real estate advisor. Prime Clerk is the Debtors' claims and noticing agent. The Debtors disclosed total assets of $1.2 billion, versus total debt of $1.3 billion. 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. The U.S. Trustee has appointed seven members to the Official Committee of Unsecured Creditors. RADIOSHACK CORP: Texas Wants CMO on Sale of Client Info ------------------------------------------------------- BankruptcyData reported that the State of Texas filed with the U.S. Bankruptcy Court a motion for a case management order pertaining to any sale of personally identifiable information (PII) in the RadioShack Corp.'s bankruptcy case. According to BData, the motion explains, "The State respectfully requests that the Court enter a case management order setting forth timelines and evidentiary protocols for any future motion to sell PII in this case. Although a motion to sell PII has not yet been filed, due to fact that over 70% of the Attorneys General in the United States have voiced opposition to any such sale, the indications on the record that the PII will likely again be put up for sale and the fact any such sale is alleged to violate applicable non bankruptcy law in myriad jurisdictions, the State contends that it would be most efficient to establish guidelines for an orderly process in advance of any filing. Such protocols would further serve to conserve taxpayer resources and would be in the interest of judicial economy." Law360 reported that with state regulators raising objections to RadioShack's potential sale of personal data of up to 117 million customers, the company's bankruptcy proceedings will test whether privacy promises made to customers live on after a business has collapsed. The Court scheduled a May 27, 2015 hearing to consider the motion, with objections due by May 20, 2015, the BData report related. 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 Corporation and affiliates filed separate Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No. 15-10197) on Feb. 5, 2015. The petitions were signed by Joseph C. Maggnacca, chief executive officer. Judge Kevin J. Carey presides over the case. David G. Heiman, Esq., Greg M. Gordon, Esq., Amanda M. Suzuki, Esq., Jonathan M. Fisher, Esq., Thomas A. Howley, Esq., and Paul M. Green, Esq., at Jones Day serve as the Debtors' bankruptcy counsel. David M. Fournier, Esq., Evelyn J. Meltzer, Esq., and John H. Schanne, II, Esq., at Pepper Hamilton LLP serve as co-counsel. Carlin Adrianopoli at FTI Consulting, Inc., is the Debtors' restructuring advisor. Maeva Group, LLC, is the Debtors' turnaround advisor. Lazard Freres & Co. LLC is the Debtors' investment banker. A&G Realty Partners is the Debtors' real estate advisor. Prime Clerk is the Debtors' claims and noticing agent. The Debtors disclosed total assets of $1.2 billion, versus total debt of $1.3 billion. 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. The U.S. Trustee has appointed seven members to the Official Committee of Unsecured Creditors. REED AND BARTON: Holland & Knight OK'd as Bankruptcy Counsel ------------------------------------------------------------ The Bankruptcy Court authorized Reed and Barton Corporation to employ Holland & Knight LLP as general bankruptcy counsel. The Court overruled the objection filed by William K. Harrington, the U.S. Trustee for Region 1. The Debtor, in response to the U.S. Trustee's objection, said that the objection was without merit. The U.S. Trustee speculated that Holland & Knight may have received avoidable prepetition payments. About Reed and Barton Founded in 1824, Reed and Barton Corporation is a designer and distributor of high quality silverware and tableware, along with flatware, crystal drinkware, picture frames, ornaments, and baby giftware. Reed and Barton, which sells products with the Reed & Barton, Lunt, R&B EveryDay, and Williamsburg brands, is based in Taunton, Massachusetts. The privately held company's stock is owned by 28 record shareholders who either are descendants of Henry Reed or trusts for their benefit. Aside from selling its products in department stores and TV shopping networks, the company has an on-site factory store in Taunton and a showroom in Atlanta, Georgia. Reed and Barton sought Chapter 11 bankruptcy protection (Bankr. D. Mass. Case No. 15-10534) in Boston, Massachusetts, on Feb. 17, 2015. The case is assigned to Judge Henry J. Boroff. The Debtor has tapped Holland & Knight, in Boston, as counsel; Financo, LLC, as investment banker; and Verdolino & Lowey, P.C., as accountant. The Debtor disclosed $18,325,526 in assets and $25,684,156 in liabilities as of the Chapter 11 filing. The U.S. Trustee for Region 1 appointed three creditors to serve on the official committee of unsecured creditors. REED AND BARTON: Taps Verdolino & Lowey to Evaluate Auction Bids ---------------------------------------------------------------- Reed and Barton Corporation, in an amended application, asks the U.S. Bankruptcy Court for permission to employ Craig R. Jalbert and the accounting firm of Verdolino & Lowey, P.C. as accountants, third party consultant, and intermediary for the bidding process, nunc pro tunc to the Petition Date. The Debtor seeks authority to retain V&L for three related roles: 1. V&L, as its accountants, will assist the Debtor in its restructuring efforts, including in the compilation of its schedules, the preparation and filing of periodic reports with the Office of the U.S. Trustee, preparation and submission of tax returns and analysis of tax issues, investigation of avoidance recoveries, claims analysis and reconciliation and to perform other accounting functions. 2. V&L will serve as its third party consultant between the Debtor and Rockland Trust Company, effective as of the Petition Date. Section 6.17 of the DIP Credit Agreement requires, as a condition to Rockland Trust's advancing funds for the Debtor's postpetition operations, that the Debtor engage a mutually agreeable third party to undertake a variety of tasks, including preparation of 13-week cash flow projections, advising the Debtor as to liquidity demands and availability and being available to Rockland Trust for detailed discussions regarding the forecasts, the Debtor's operating and financial performance and other material issues. 3. The Debtor has determined to expand V&L's role to include appointing Craig Jalbert of V&L to consult with the Debtor's investment banker and its management in evaluation both initial overbids and in determining the party that submits the highest and best bid at auction. The Debtor has selected V&L as its accountant, Third Party Consultant, and intermediary for the bidding process because V&L possesses bankruptcy, accounting, and litigation support expertise, V&L's professional staff has had significant roles in many large bankruptcy cases in Massachusetts, and V&L is familiar with the Debtor's business operations and the multifaceted objectives the Debtor aims to achieve through the successful consummation of a sale of all or substantially all its assets. The current hourly rates charged by the staff and professionals who are expected to provide services to the Debtor range from $85 to $435. Additionally, the Debtor has paid V&L an initial retainer fee in the amount of $25,000 and a subsequent retainer fee in the amount of $75,000 to secure V&L's fees in connection with its representation of the Debtor in the chapter 11 proceeding. To the best of the Debtor's knowledge, V&L does not hold or represent any interest adverse to the Debtor or its estate. About Reed and Barton Founded in 1824, Reed and Barton Corporation is a designer and distributor of high quality silverware and tableware, along with flatware, crystal drinkware, picture frames, ornaments, and baby giftware. Reed and Barton, which sells products with the Reed & Barton, Lunt, R&B EveryDay, and Williamsburg brands, is based in Taunton, Massachusetts. The privately held company's stock is owned by 28 record shareholders who either are descendants of Henry Reed or trusts for their benefit. Aside from selling its products in department stores and TV shopping networks, the company has an on-site factory store in Taunton and a showroom in Atlanta, Georgia. Reed and Barton sought Chapter 11 bankruptcy protection (Bankr. D. Mass. Case No. 15-10534) in Boston, Massachusetts, on Feb. 17, 2015. The case is assigned to Judge Henry J. Boroff. The Debtor has tapped Holland & Knight, in Boston, as counsel; Financo, LLC, as investment banker; and Verdolino & Lowey, P.C., as accountant. The Debtor disclosed $18,325,526 in assets and $25,684,156 in liabilities as of the Chapter 11 filing. The U.S. Trustee for Region 1 appointed three creditors to serve on the official committee of unsecured creditors. RG STEEL: Gets Approval to Settle Air Product's $44.7-Mil. Claim ---------------------------------------------------------------- RG Steel LLC received court approval for a deal it struck with Air Products and Chemicals Inc. that cuts the Pennsylvania-based company's $44.7 million claim nearly in half. Under the deal, Air Products can assert a general unsecured claim of $29.25 million against the steel maker, down from $44.7 million claim it originally wanted. Both sides also agreed to release each other from all claims. About RG Steel RG Steel LLC -- http://www.rg-steel.com/-- is the United States' fourth-largest flat-rolled steel producer with annual steelmaking capacity of 7.5 million tons. It was formed in March 2011 following the purchase of three steel facilities located in Sparrows Point, Maryland; Wheeling, West Virginia and Warren, Ohio, from entities related to Severstal US Holdings LLC. RG Steel also owns finishing facilities in Yorkville and Martins Ferry, Ohio. It also owned Wheeling Corrugating Company and has a 50% ownership in Mountain State Carbon and Ohio Coatings Company. RG Steel along with affiliates, including WP Steel Venture LLC, sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12- 11661) on May 31, 2012. Bankruptcy was precipitated by liquidity shortfall and a dispute with Mountain State Carbon, LLC, and a Severstal affiliate, that restricted the shipment of coke used in the steel production process. The Debtors estimated assets and debts in excess of $1 billion. As of the bankruptcy filing, the Debtors owe (i) $440 million, including $16.9 million in outstanding letters of credit, to senior lenders led by Wells Fargo Capital Finance, LLC, as administrative agent, (ii) $218.7 million to junior lenders, led by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million on account of a subordinated promissory note issued by majority owner The Renco Group, Inc., and (iv) $100 million on a secured promissory note issued by Severstal. Judge Kevin J. Carey presides over the case. The Debtors are represented in the case by Robert J. Dehney, Esq., and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP, and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T. Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the Debtors. Conway MacKenzie, Inc., serves as the Debtors' financial advisor and The Seaport Group serves as lead investment banker. Donald MacKenzie of Conway MacKenzie, Inc., as CRO. Kurtzman Carson Consultants LLC is the claims and notice agent. Wells Fargo Capital Finance LLC, as Administrative Agent, is represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo, Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang Ziehi & Jones LLP. Renco Group is represented by lawyers at Cadwalader, Wickersham & Taft LLP. Kramer Levin Naftalis & Frankel LLP represents the Official Committee of Unsecured Creditors. Huron Consulting Services LLC serves as the Committee's financial advisor. The Debtor has sold off the principal plants. The sale of the Wheeling Corrugating division to Nucor Corp. brought in $7 million. That plant in Sparrows Point, Maryland, fetched the highest price, $72.5 million. CJ Betters Enterprises Inc. paid $16 million for the Ohio plant. RG Steel Sparrows Point LLC has received the green light to sell some of its assets to Siemens Industry, Inc., which include equipment and related spare parts, for $400,000. RITE AID: Posts $1.84 Billion Net Income in Fourth Quarter ---------------------------------------------------------- Rite Aid Corporation reported net income of $1.84 billion on $6.84 billion of revenues for the 13 weeks ended Feb. 28, 2015, compared with net income of $55.4 million on $6.59 billion of revenues for the 13 weeks ended March 1, 2014. For the 52 weeks ended Feb. 28, 2015, Rite Aid reported net income of $2.1 billion on $26.5 billion of revenues compared with net income of $249 million on $25.5 billion of revenues for the 52 weeks ended March 1, 2014. As of Feb. 28, 2015, the Company had $8.86 billion in total assets, $8.8 billion in total liabilities and $57.05 million in total stockholders' equity. "In the fourth quarter, our strong growth in same-store sales and prescription count as well as strong cost control helped drive continued profitability," said Rite Aid Chairman and CEO John Standley. "These positive results contributed to a successful year in which we took significant steps to further position Rite Aid as a retail healthcare company," added Standley. "We look forward to building upon our success by leveraging our recent strategic investments to grow our business. We will also continue to implement our initiatives that deliver value to our customers and help us provide greater access to convenient, affordable and high quality healthcare. I thank our dedicated team of nearly 90,000 Rite Aid associates for the great work they did throughout the year to continue our recent momentum." A full-text copy of the press release is available for free at: http://is.gd/CBKHmz About Rite Aid Corp. Rite Aid is a drugstore chain with 4,570 stores in 31 states and the District of Columbia and fiscal 2014 annual revenues of $25.5 billion. * * * In March 2015, Moody's Investor Service confirmed its 'B2' Corporate Family Rating of Rite Aid. The confirmation reflects Moody's expectation that Rite Aid will maintain debt to EBITDA below 7.0 times after closing the acquisition of Envision Pharmaceutical Holdings, Inc. As reported by the TCR on Oct. 2, 2013, Standard & Poor's Ratings Services said it raised its ratings on Rite Aid, including the corporate credit rating, which S&P raised to 'B' from 'B-'. In April 2014, Fitch Ratings upgraded its ratings on Rite Aid, including its Issuer Default Rating to 'B' from 'B-'. The upgrades reflect the material improvement in the company's operating performance, credit metrics and liquidity profile over the past 24 months. RIVER-BLUFF: Court Set to Confirm Reorganization Plan ----------------------------------------------------- The U.S. Bankruptcy Court, at a hearing held March 26, 2015, ordered Metiner G. Kimel, counsel for debtor River-Bluff Enterprises, Inc., to submit proposed revised findings of fact and conclusions of law, and order confirming the Debtor's Plan of Reorganization, which will include the changes regarding the U.S. Trustee's objection regarding Class 8, and reflect that the late-filed ballots will be allowed for purposes of acceptance of the Plan. The Court will review and if acceptable, they will be entered as the findings of fact and conclusions of law, and the order confirming Plan will be entered. Under River-Bluff's proposed plan, the company will continue to pay JP Morgan Chase Bank's secured claims aggregating $2.59 million. The bank will retain its liens against the apartments owned by the company in Turlock and Riverbank, California. River-Bluff will make monthly payments of $39,000 to U.S. Bank National Association on account of its $5.44 million claim, which is secured by the company's real property located in Ellensburg, Washington. U.S. Bank will retain its lien against the property. River-Bluff proposes to pay its general unsecured creditors in full. The restructuring plan will be funded principally by a net cash flow from the future operations of the company, and in large part by either a sale or refinance of its Ellensburg property, according to the disclosure statement. About River-Bluff Enterprises Ellensburg, Washington-based River-Bluff Enterprises, Inc., filed a Chapter 11 bankruptcy petition (Bankr. E.D. Wash. Case No. 14-00843) on March 11, 2014. In its schedules, the Debtor disclosed $10.2 million in total assets and $17.6 million in total liabilities. This is River-Bluff's second bankruptcy filing in less than two years. It previously sought bankruptcy protection (Bankr. E.D. Cal. Case No. 12-92017) in Modesto, California, in July 2012. The case was dismissed in 2013. Gary W. Dryer, Assistant U.S. Trustee for Region 18, informed the U.S. Bankruptcy Court for the Eastern District of Washington that due to the lack of entities eligible to serve on the unsecured creditors' committee, the U.S. Trustee is not appointing an unsecured creditors' committee in the Chapter 11 case of River-Bluff Enterprises, Inc. ROADRUNNER ENTERPRISES: Hires Hirschler Fleischer as Counsel ------------------------------------------------------------ Roadrunner Enterprises, Inc. seeks authorization from the U.S. Bankruptcy Court for the Eastern District of Virginia to employ Hirschler Fleischer, P.C. as its counsel. The Debtor anticipates that Hirschler Fleischer will render general legal services to the Debtor as needed throughout the course of this Chapter 11 case. Hirschler Fleischer will be paid at these hourly rates: David K. Spiro, Partner $350 Rachel A. Greenleaf, Associate $220 Hirschler Fleischer will also be reimbursed for reasonable out-of-pocket expenses incurred. Prior to the petition date, the Debtor provided Hirschler Fleischer with a retainer of $29,000 (the "Retainer") for services rendered or to be rendered and for reimbursement of expenses. Hirschler Fleischer has applied $15,305 of the retainer as payment for fees and expenses incurred for the period through and including the petition date. Accordingly, $13,695 of thre retainer remains unapplied. David K. Spiro, partner of Hirschler Fleischer, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Hirschler Fleischer can be reached at: David K. Spiro, Esq. HIRSCHLER FLEISCHER, P.C. P.O. Box 500 Richmond, VA 23218-0500 Tel: (804) 771-9500 Fax: (804) 644-0957 About Roadrunner Enterprises Inc. Headquartered in Chesterfield County, Virginia, Roadrunner Enterprises Inc. owns the Roadrunner Campground and more than 70 rental properties, lots, and other real estate interests. Roadrunner Enterprises filed for Chapter 11 bankruptcy protection (Bank. E.D. Va. Case No. 15-30604) on Feb. 6, 2015. The petition was signed by Carl Adenauer, president. David K. Spiro, Esq., at Hirschler Fleischer, P.C., serves as the Debtor's counsel. Judge Kevin R. Huennekens presides over the case. The Debtor estimated assets and liabilities of at least $10 million. ROADRUNNER ENTERPRISES: Taps Robert Hansen as Accountant -------------------------------------------------------- Roadrunner Enterprises, Inc. seeks authorization from the U.S. Bankruptcy Court for the Eastern District of Virginia to employ Robert W. Hansen, CPA as accountant. The Debtor anticipates that Hansen will assist it with numerous accounting issues, including, but not limited to: (a) the preparation and filing of financial documents; (b) preparation of monthly financial reports, monthly or other periodic financial statements; (c) preparation of tax returns; assistance with bookkeeping and financial matters; assistance in formulating a Plan of Reorganization; and (d) such other matters reasonably necessary to assist the Debtor in performing its duties and successfully reorganizing. The Debtor proposes to employ Hansen at his customary hourly rate for comparable services, which is $250. Hansen will also be reimbursed for reasonable out-of-pocket expenses incurred. Subject to the Court's approval, the Debtor shall further provide Hansen with a post-petition retainer. $2,000 has been paid anticipating Hansen's retention and an additional $1,000 will be paid monthly beginning March 10, 2015 provided that the Debtor: -- is current on its quarterly fees to the U.S. Trustee; -- has filled all monthly operating reports; -- has made all required tax deposits; and -- is current on all post-petition trade payables. Robert W. Hansen assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Hansen can be reached at: Robert W. Hansen 4813 Steven Hill Drive Richmond, VA 23234 Tel: (804) 743-9087 About Roadrunner Enterprises Inc. Headquartered in Chesterfield County, Virginia, Roadrunner Enterprises Inc. owns the Roadrunner Campground and more than 70 rental properties, lots, and other real estate interests. Roadrunner Enterprises filed for Chapter 11 bankruptcy protection (Bank. E.D. Va. Case No. 15-30604) on Feb. 6, 2015. The petition was signed by Carl Adenauer, president. David K. Spiro, Esq., at Hirschler Fleischer, P.C., serves as the Debtor's counsel. Judge Kevin R. Huennekens presides over the case. The Debtor estimated assets and liabilities of at least $10 million. RP CROWN: S&P Lowers CCR to 'CCC+', Outlook Stable -------------------------------------------------- Standard & Poor's Ratings Services said it lowered its corporate credit rating on Scottsdale, Ariz.-based RP Crown Parent LLC to 'CCC+' from 'B-'. The outlook is stable. At the same time, S&P lowered its issue-level rating on the company's first-lien senior secured credit facilities to 'B-' from 'B'; the '2' recovery rating is unchanged and indicates S&P's expectation for substantial recovery (70% to 90%, in the lower half of the range) in the event of payment default. S&P also lowered its issue-level rating on its second-lien term loan to 'CCC-' from 'CCC'; the '6' recovery rating is unchanged and indicates S&P's expectation for negligible recovery (0% to 10%) in the event of payment default. "The rating action reflects license sales and profits that are trending lower than expected, precluding the leverage reduction and cash flow generation we had anticipated," said Standard & Poor's credit analyst Christian Frank. S&P now expects leverage to remain in the 10x area in 2015 and that cash flow after first-lien debt amortization will be meaningfully negative. Although S&P expects positive operating trends over the next year due to investments in sales and professional services led by the CEO who joined during mid-2014, S&P also believes that meaningful improvement beyond what it expects in 2015 will be required to sustain the capital structure, and S&P is uncertain about the company's ability to deliver the required performance. However, S&P believes that the company has enough liquidity to mitigate the cash flow shortfall in 2015. The stable outlook reflects S&P's view that JDA is likely to deliver revenue and EBITDA growth in 2015 and that it has enough unrestricted capacity under its revolving credit facility to cover its debt service commitments in case of a modest shortfall in cash flow over the next 12 months. S&P could lower the rating if it come to view liquidity as less than adequate or if expected operating improvements do not materialize as a result of lower-than-expected license sales or professional services utilization. S&P could raise the rating over the next 12 months if the company's investments in its sales force result in meaningful growth in revenue and profitability, such that it generates positive cash flow after debt service and leverage falls below 9x. RYMAN HOSPITALITY: S&P Assigns BB Rating on $400MM Sr. Unsec. Notes ------------------------------------------------------------------- Standard & Poor's Ratings Services said that it assigned Nashville-based Ryman Hospitality Properties Inc.'s proposed $400 million senior unsecured notes due 2023 an issue-level rating of 'BB' (two notches above the corporate credit rating), with a recovery rating of '1', indicating S&P's expectation for very high (90%-100%) recovery for lenders in the event of payment default. The notes are being co-issued by Ryman's wholly owned subsidiaries RHP Hotel Properties L.P. and RHP Finance Corp. Parent Ryman Hospitality Properties Inc. and its operating subsidiaries guarantee the notes. Ryman will use proceeds from the proposed senior unsecured notes to fully repay its $300 million senior secured term loan A, repay a portion of outstanding revolver balances, and for transaction fees and expenses. S&P will withdraw its issue-level and recovery ratings on the term loan A when it is redeemed. S&P's 'B+' corporate credit rating and stable outlook on Ryman are unchanged. S&P's 'BB' issue-level ratings and '1' recovery ratings on Ryman's $700 million senior secured revolving credit facility due 2017, $400 million senior secured term loan B due 2021, and $350 senior unsecured notes due 2021 are also unchanged. The transaction is leverage neutral, and S&P continues to expect operating-lease-adjusted debt to EBITDA to be in the high-4x area and funds from operations (FFO) to debt to be in the mid-teens in 2015. RECOVERY ANALYSIS Key analytical factors: -- S&P's recovery rating on Ryman's $700 million secured revolving credit facility due 2017, $400 million senior secured term loan B due 2021, $350 million senior unsecured notes due 2021, and the proposed senior unsecured notes due 2023 is '1', indicating S&P's expectation for very high (90%-100%) recovery for investors in the event of a default. -- S&P's simulated default scenario contemplates a default occurring in 2019, incorporating a significant reduction in the company's property values as a result of prolonged economic weakness and deteriorating cash flows in the company's hotel group business. -- S&P assumes Ryman's assets would be sold to other hotel investors. As a result, S&P used a discrete asset approach to value the company on a property-by-property basis. Simulated default and valuation assumptions: -- Year of default: 2019 -- LIBOR at default: 2.5% -- Net discrete asset value (after 5% admin costs): $1.9 billion -- Secured first-lien debt: $1 billion -- Recovery expectation: 90%-100% -- Senior unsecured debt: $770 million -- Recovery expectation: 90%-100% RATINGS LIST Ryman Hospitality Properties Inc. Corporate Credit Rating B+/Stable/-- New Ratings RHP Hotel Properties LP RHP Finance Properties LP $400 mil sr unsecured notes due 2023 BB Recovery Rating 1 SALADWORKS LLC: Hearing on UpShot Plan Services Continued --------------------------------------------------------- The U.S. Bankruptcy Court authorized Saladworks, LLC to employ UpShot Services LLC as administrative agent nunc pro tunc to the Petition Date. While UpShot is approved as administrative agent, Upshot, however, will not perform any services in connection with a plan of reorganization or liquidation absent further order of the Court. The approval of the plan administrative services will be continued to the omnibus hearing to be held on April 21, 2015, at 2:00 p.m. The Debtor has sought permission to engage UpShot Services to, among other things, provide bankruptcy administrative services, primarily related to administrative functions relating to a plan process and preparation of schedules and statements of financial affairs. As reported in the TCR on March 13, 2015, WS Finance, LLC and JVSW, LLC, in their objection, pointed out that the Debtor does not contemplate filing a plan in the case, instead, the Debtor proposes to sell substantially all of its assets in an 11 U.S.C. Sec. 363 sale, and, as a result, majority of the services proposed to be provided by UpShot (balloting, tabulation of votes, reports relating to reorganization, generating ballots, ballot certifications and testimony in connection with such services, managing distributions) are not relevant to the case. About Saladworks, LLC Developed in 1986, Saladworks, LLC, is the first and largest fresh-salad franchise concept in the United States. From its beginning in the Cherry Hill Mall, Saladworks quickly expanded to 12 additional locations in area malls and soon thereafter began franchising. The company has franchise agreements with 162 different franchisees. The equity owners are J Scar Holdings, Inc., (70%) and JVSW LLC (30%). Saladworks, LLC, sought Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 15-10327) on Feb. 17, 2015. The case assigned to Judge Laurie Selber Silverstein. The Debtor has tapped Landis Rath & Cobb LLP as counsel; SSG Advisors, LLC, as investment banker; EisnerAmper LLP, as financial advisor; and UpShot Services LLC, as claims and noticing agent. Saladworks, LLC, disclosed $2,303,632 in assets and $14,220,722 in liabilities as of the Chapter 11 filing. The U.S. trustee overseeing the Chapter 11 case of Saladworks LLC appointed three creditors of the company to serve on the official committee of unsecured creditors. SALADWORKS LLC: Landis Rath Approved as Bankruptcy Counsel ---------------------------------------------------------- The U.S. Bankruptcy Court authorized Saladworks, LLC, to employ Landis Rath & Cobb, LLP, as counsel, nunc pro tunc to the Petition Date. In a prior filing, the Debtor responded to the objection of JVSW, LLC and WS Finance, LLC to the motions to employ (i) Landis; (ii) Upshot Services LLC as administrative agent; and (iii) SSG Advisors, LLC, stating that VH has failed to address the merits of the retention application in relation to the standards set forth under the Bankruptcy Code, let alone cite a single case in support of the VH retention objections. The Debtor contends that the applications must be approved because the standards of the Bankruptcy Code and Bankruptcy rules were satisfied. As reported in the TCR on March 13, 2015, parties-in-interest WS Finance, LLC and JVSW, LLC, filed objections to the application to employ Landis. The objectors were concerned that, if the LRC application is approved as presented by the Debtor, the engagement of LRC and the significant prepetition payments by the Debtor to LRC, will not be subjected to appropriate levels of investigation and scrutiny. The objectors said that the motion must be denied because: a. LRC has not included, as a part of its engagement, a copy of its pre-Petition Date engagement agreement with the Debtor, which objectors believe is a critical element of any determination regarding the various allegations contained in the LRC application; b. While LRC has disclosed a range of hourly rates to be charged for work performed on behalf of the Debtor, LRC must also disclose a breakdown of the hourly rates of each professional and paraprofessional expected to perform services on behalf of the Debtor in the case. c. LRC must be required to provide to parties in interest, including objectors, a detailed statement of its services performed on behalf of the Debtor between the date on which LRC was the engaged and the Petition Date, particularly where LRC seeks to be compensated in excess of $93,000 for work performed prior to the Petition Date. About Saladworks, LLC Developed in 1986, Saladworks, LLC, is the first and largest fresh-salad franchise concept in the United States. From its beginning in the Cherry Hill Mall, Saladworks quickly expanded to 12 additional locations in area malls and soon thereafter began franchising. The company has franchise agreements with 162 different franchisees. The equity owners are J Scar Holdings, Inc., (70%) and JVSW LLC (30%). Saladworks, LLC, sought Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 15-10327) on Feb. 17, 2015. The case assigned to Judge Laurie Selber Silverstein. The Debtor has tapped Landis Rath & Cobb LLP as counsel; SSG Advisors, LLC, as investment banker; EisnerAmper LLP, as financial advisor; and Upshot Services LLC, as claims and noticing agent. Saladworks, LLC, disclosed $2,303,632 in assets and $14,220,722 in liabilities as of the Chapter 11 filing. The U.S. trustee overseeing the Chapter 11 case of Saladworks LLC appointed three creditors of the company to serve on the official committee of unsecured creditors. SCHAHIN OIL: Fitch Cuts Issuer Default Ratings to 'C' ----------------------------------------------------- Fitch Ratings has downgraded Schahin Oil and Gas Ltd.'s (Schahin, or HoldCo) foreign and local currency Issuer Default Ratings (IDRs) to 'C' from 'B-' and removed the Rating Watch Negative. KEY RATING DRIVERS The downgrade follows the continuing deterioration of Schahin's credit quality and its exposure to current depressed market conditions. HoldCo has not succeeded in refinancing its short-term debt, which further pressured its already tight liquidity position. Allegations that the engineering unit of the Schahin Group, Schahin Engenharia, would be involved in the Lava-Jato investigation contribute to aggravating the situation. Petrobras' announcement on April 2, 2015, that Schahin would temporarily suspend the operations of five out of its six vessels indicates the company faces severe liquidity issues to run its daily operations. The suspension may affect uptime performance and could eventually lead to an early termination of the contracts. Schahin currently has a bridge loan with Mizhuo Bank Ltd for approximately USD460 million due in October 2015. The company's refinancing risk substantially increased as a result of the decrease in international oil prices and the uncertainty created by the current investigation into Petrobras' contracting practices. A USD340 million of short-term bank debt at Deep Black Drilling LLC, an intermediate holding company, further pressures Schahin's liquidity. KEY ASSUMPTIONS -- Credit will continue to be scarce in Brazil especially for those with names cited on the Lava-Jato investigation. RATING SENSITIVITIES Fact that could lead to a negative rating action is a request for bankruptcy protection. A positive rating action is unlikely in the short and medium term. Key considerations for an upgrade in the future would be a faster deleveraging process coupled with a reduction of HoldCo's structural subordination to its operating assets. SCIENCE APPLICATIONS: S&P Assigns 'BB' CCR, Outlook Stable ---------------------------------------------------------- Standard & Poor's Ratings Services said that it has assigned its 'BB' corporate credit rating on U.S.-based Science Applications International Corp. The outlook is stable. At the same time, S&P assigned its 'BB' issue-level rating to the company's secured credit facility, which includes the existing $500 million term loan A (roughly $489 million outstanding as of Jan. 31, 2015), a $100 million add-on to the term loan A, a $200 million undrawn revolver, and a new $570 million term loan B. S&P assigned the credit facility a recovery rating of '3', indicating its expectation for meaningful (50%-70%; lower end of the range) recovery in a simulated default scenario. "Our rating on SAIC reflects the competitive nature of the government services market combined with the company's elevated debt levels following its proposed debt-financed acquisition of Scitor Corp., but also factors in its solid and predictable free cash flow, much of which we expect to be applied to debt reduction over the next year," said Standard & Poor's credit analyst Chris Mooney. SAIC plans to raise $670 million of additional debt, which, along with its cash on hand, will be used to fund the $790 million Scitor acquisition resulting in debt-to-EBITDA rising to about 3.5x on a pro-forma basis (including earnings from Scitor) from about 1x previously. S&P believes this level of financial leverage is slightly higher than what management is comfortable operating with on a sustained basis and anticipate that SAIC's debt-to-EBITDA will average 3x or below over time. Still, S&P believes that future acquisitions are possible in the coming years, which could cause this ratio to temporarily spike above 3x. The stable outlook reflects S&P's belief that the company will likely generate solid cash flow despite the challenging conditions for service contractors, which, if applied toward debt reduction, should lead SAIC's debt-to-EBITDA to decline to 2.6x-3.0x over the next year from about 3.5x on a pro-forma basis. S&P could raise its rating on SAIC if its debt-to-EBITDA falls below 2.5x and its FFO-to-debt rises above 30%, which would most likely be caused by debt reduction, with a commitment from management to maintain these levels for a sustained period. Although unlikely, S&P could lower the rating if the company's debt-to-EBITDA rises above 4x and its FFO-to-debt falls below 20% for a prolonged period, which would most likely be caused by increased debt to fund an acquisition or shareholder rewards. Although less likely, this deterioration of SAIC debt ratios could also be caused by operating challenges that result in lower earnings, including the loss of key contracts due to budget reductions, integration problems, or increased price competition for new awards. SCIENTIFIC GAMES: Files Form S-4 Registration Statement with SEC ---------------------------------------------------------------- Scientific Games Corporation, on April 10, 2015, filed a registration statement on Form S-4 with the Securities and Exchange Commission to satisfy certain obligations under the registration rights agreements for the $350,000,000 6.625% Senior Subordinated Notes due 2021 and the $2,200,000,000 10.000% Senior Unsecured Notes due 2022, both of which were issued by Scientific Games International, Inc. SGI's obligations under the 2021 Notes and the Unsecured Notes are fully and unconditionally and jointly and severally guaranteed by the Company and substantially all of the Company's 100%-owned U.S. subsidiaries other than SGI. Included within the Guarantor Subsidiaries are the following 100%-owned subsidiaries of Bally Technologies, Inc.: Alliance Holding Company, Arcade Planet, Inc., Bally Gaming International, Inc., Bally Gaming, Inc., Bally Properties East, LLC, Bally Properties West, LLC, Casino Electronics, Inc., Compudigm Services, Inc., SHFL Properties, LLC and Sierra Design Group. About Scientific Games Scientific Games Corporation is a developer of technology-based products and services and associated content for worldwide gaming and lottery markets. The Company's portfolio includes instant and draw-based lottery games; electronic gaming machines and game content; server-based lottery and gaming systems; sports betting technology; loyalty and rewards programs; and social, mobile and interactive content and services. Visit http://www.scientificgames.com/ Scientific Games reported a net loss of $234 million in 2014, a net loss of $30.2 million in 2013 and a net loss of $62.6 million for 2012. As of Dec. 31, 2014, Scientific Games had $9.99 billion in total assets, $9.99 billion in total liabilities and $3.9 million in total stockholders' equity. * * * The TCR reported on May 21, 2014, that Moody's Investors Service downgraded Scientific Games Corporation's ("SGC") Corporate Family Rating to 'B1'. The downgrade reflects Moody's view that slower than expected growth in SGC's Gaming and Instant Products segments will cause Moody's adjusted leverage to exceed 6.0 times by the end of 2014. As reported by the TCR on Aug. 5, 2014, Standard & Poor's Ratings Services lowered its corporate credit rating to 'B+' from 'BB-' on Scientific Games Corp. "The downgrade and CreditWatch placement follow Scientific Games' announcement that it has agreed to acquire Bally Technologies for $5.1 billion, including the refinancing of about $1.8 billion in net debt at Bally," said Standard & Poor's credit analyst Ariel Silverberg. SEANERGY MARITIME: Posts $1.25 Million Net Loss in Fourth Quarter ----------------------------------------------------------------- Seanergy Maritime Holdings Corp. reported a net loss of $1.25 million on $0 of net vessel revenue for the three months ended Dec. 31, 2014, compared with net income of $7.47 million on $6.33 million of net vessel revenue for the same period in 2013. For the 12 months ended Dec. 31, 2014, the Company reported net income of $80.3 million on $2.01 million of net vessel revenue compared to net income of $10.9 million on $23.07 million of net vessel revenue in 2013. As of Dec. 31, 2014, the Company had $3.26 million in total assets, $592,000 in total liabilities and $2.67 million in total shareholders' equity. "Following our successful financial restructuring that was completed in 2014, we concluded another transformational transaction with the acquisition of the Capesize M/V Leadership. "Going forward the Company remains committed to its business plan, which is to grow its fleet on a sustainable basis. The current prolonged market weakness has led to significantly lower asset prices and we now have more opportunities for acquisitions at historically depressed values. We believe that our long-standing relationships with several financial institutions, combined with our major shareholder's support, will allow us to grow our Company during the 30-year historical low point of the cycle. Seizing the opportunity, I would like to reiterate our belief that since a large portion of the overall returns in shipping relate to the timing and price of asset acquisitions, Seanergy represents a unique platform and opportunity for growth in the dry bulk space with a clean balance sheet and no debt. A copy of the press release is available for free at: http://is.gd/NuryCq About Seanergy Athens, Greece-based Seanergy Maritime Holdings Corp. is an international company providing worldwide seaborne transportation of dry bulk commodities. The Company owns and operates a fleet of seven dry bulk vessels that consists of three Handysize, two Supramax and two Panamax vessels. Its fleet carries a variety of dry bulk commodities, including coal, iron ore, and grains, as well as bauxite, phosphate, fertilizer and steel products. Ernst & Young (Hellas) Certified Auditors Accountants S.A., in Athens, Greece, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company, as of December 31, 2013 continued to be in breach of certain terms and covenants of the loan facility with its remaining lender, and had a working capital deficit and an accumulated deficit. Following the disposal of its entire fleet subsequent to December 31, 2013 in the context of its restructuring plan, the Company is unable to generate sufficient cash flow to meet its obligations and sustain its continuing operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. SILVERADO STREET: Names James Lee as General Bankruptcy Counsel --------------------------------------------------------------- Silverado Street, LLC asks for permission from the U.S. Bankruptcy Court for the Southern District of California to employ James J. Lee as general bankruptcy counsel. The Debtor requires James Lee to: (a) advise the Debtor with respect to the requirements of the Bankruptcy Court, the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, and the Office of the United States Trustee; (b) advise the Debtor with respect to the rights and remedies of their bankruptcy estate and the rights, claims, and interests of creditors; (c) advise and consult in the representation of Debtor in any adversary proceeding where the Debtor is or may be represented by special counsel; (d) advise, consult, and represent Debtor in such legal actions as are necessary concerning the use and disposition of property of the estate including use of cash collateral, defense of motions to lift or modify the automatic stay, and the assumption or rejection of unexpired leases and executory contracts; (e) advise, consult, and prosecute the approval of a Chapter 11 Plan or Reorganization, including the preparation of a Disclosure Statement; and (f) advise and consult with Debtor or post-confirmation bankruptcy basis until time of closing of this Chapter 11 case. Mr. Lee will bill his time for legal representation of the Debtor on an hourly fee basis at his standard billing rate which is presently $375 per hour. Mr. Lee will seek reimbursement of fees and expenses in accordance with the guidelines promulgated by the Office of the U.S. Trustee for the Southern District of California. Mr. Lee has agreed to accept post-petition retainer fees of $7,500 per month. Mr. Lee assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Mr. Lee can be reached at: James J. Lee, Esq. 12731 Via Terceto San Diego, CA 92130 Tel: (702) 521-4377 E-mail: james@leelawonline.com About Silverado Street Silverado Street, LLC, filed a Chapter 11 bankruptcy petition (Bankr. S.D. Cal. Case No. 14-09543) on Dec. 9, 2014, disclosing $11.3 million in total liabilities and total assets of $21.8 million. The petition was signed by Amr Aljassim as managing member. James Lee, Esq., at Legal Offices of James J. Lee, serves as the Debtor's counsel. Judge Christopher B. Latham presides over the case. SOLAR POWER: Appoints Jeffrey Ren as Independent Director --------------------------------------------------------- Solar Power, Inc., has appointed Jeffrey Yunan Ren as an independent director, effective April 9, 2015. Mr. Ren, 39, is a managing director of a private equity firm in Hong Kong. Mr. Ren currently serves as a member of the Board of Directors and the Chairman of the Audit Committee of Tiger Media, Inc., a multi-platform media and data products and service company listed on the NYSE; a non-executive director of Labixiaoxin Snacks Group Limited, a Chinese manufacturer and distributor of snacks listed on the Hong Kong Stock Exchange; an independent director of China Child Care Corporation, a Chinese manufacturer and distributor of child care products listed on the Hong Kong Stock Exchange; and a board member of numerous private companies. From May to November 2013, Mr. Ren served as an independent director of Vision Fame International Holding Limited, a company focusing on the construction business and listed on the Hong Kong Stock Exchange. From June 2010 to March 2012, Mr. Ren served as president of a pharmaceutical investment holding company based in Hong Kong. Previously, Mr. Ren served as an executive director at UBS Investment Bank in Hong Kong from 2008 to 2010 and as a vice president at Lehman Brothers in Hong Kong from 2006 to 2008. Mr. Ren holds an LL.M. from Harvard Law School, and is a graduate of Peking University Law School (LL.B. and graduate program). About Solar Power Roseville, Cal.-based Solar Power, Inc., is a global solar energy facility ("SEF") developer offering its own brand of high- quality, low-cost distributed generation and utility-scale SEF development services. Primarily, the Company works directly with and for developers around the world who hold large portfolios of SEF projects for whom it serves as an engineering, procurement and construction contractor. The Company also performs as an independent, turnkey SEF developer for one-off distributed generation and utility-scale SEFs. Solar Power reported a net loss of $5.19 million in 2014, a net loss of $32.2 million in 2013 and a net loss of $25.4 million in 2012. As of Dec. 31, 2014, the Company had $588 million in total assets, $326 million in total liabilities, and $262 million in total stockholders' equity. STATE FISH: Trustee Withdraws Bid to Tap Antarctica as Inv. Banker ------------------------------------------------------------------ R. Todd Neilson, Chapter 11 trustee for State Fish Co., Inc., et al., notified the U.S. Bankruptcy Court that he has withdrawn the Debtor's motion to employ Antarctica Advisors LLC as investment banker, effective as of Feb. 26, 2015. In a previous order, the Court did not approve the stipulation to continue until April 9, 2015, the hearing to consider Antarctica application. The Court required the parties to attend the March 19 hearing to discuss the possible continued hearing dates and briefing deadlines. The stipulation provided for the continuance of hearing because the trustee was just been appointed and has not yet determined whether to employ Gordon Rees in the cases, and therefore required additional time to gather information with regard to the proposed employment of Antarctica. 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. Sisters Vanessa DeLuca, Roseann DeLuca and Janet Esposito, backed the bankruptcy filing while John DeLuca has opposed the Chapter 11 effort. 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. State Fish disclosed $34,868,772 in assets and $10,084,671 in liabilities as of the bankruptcy filing. The U.S. Trustee has appointed three entities -- Cedar Cold Services LLC, Star-Box Inc., and Queen City Seafood Sales -- to serve on the official committee of unsecured creditors. The panel has tapped Levene, Neale, Bender, Yoo & Brill LLP to serve as its general counsel. R. Todd Neilson has been appointed as Chapter 11 trustee effective as of Feb. 27, 2015. SULLIVAN INTERNATIONAL: Section 341 Meeting Set for May 5 --------------------------------------------------------- There will be a meeting of creditors of Sullivan International Group, Inc. on May 5, 2015, at 4:00 p.m. at 402 W. Broadway, Emerald Plaza Building, Suite 660 (B), Hearing Room B, in San Diego, California. This is the first meeting of creditors required under Section 341(a) of the Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This meeting of creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Sullivan International Group, Inc., an environmental engineering provider, commenced a Chapter 11 bankruptcy case (Bankr. S.D. Cal. Case No. 15-02281) in San Diego, California, on April 6, 2015. Steven E. Sullivan signed the petition as chief executive officer. The Debtor disclosed total assets of $16.27 million and total debts of $17.25 million. James P. Hill, Esq., at Sullivan, Hill, Lewin, Rez & Engel, APLC, in San Diego, represents the Debtor as counsel. TAYLOR, MI: Fitch Affirms 'BB' Rating of $4.4MM LTGO Bonds ---------------------------------------------------------- Fitch Ratings affirms the following ratings on Taylor, Michigan's (the city) general obligation bonds: -- $4.4 million limited tax general obligations (LTGOs) series 2004 and 2005 at 'BB'; -- $505,000 million LTGO downtown development (DDA) bonds series 2002 at 'BB'; -- $14.5 million Brownfield Redevelopment Authority (BRDA) bonds, series 2005 and 2006 at 'BB'; -- Implied unlimited tax general obligation rating at 'BB+'. The Rating Outlook is Stable. SECURITY The LTGO bonds are secured by the city's full faith and credit general obligation and its ad valorem tax pledge, subject to applicable charter, statutory and constitutional limitations. The DDA and BRDA bonds are secured by relevant tax increment revenues collected within the development area. As additional security the city has pledged its full faith and credit subject to applicable constitutional, statutory and charter limitations. KEY RATING DRIVERS SIGNIFICANT IMPROVEMENT IN FINANCIAL PERFORMANCE: Implementation of a deficit elimination plan resulted in drastic expenditure cuts in fiscals 2013 and 2014 and sizable surpluses that eliminated the city's deficit earlier than projected. Moderate budgetary pressures will continue over the near term. SLUGGISH TAXABLE VALUE: Taxable value (TV) has declined notably for the five years through 2014 with some stabilization expected for fiscal 2015. Fitch does not expect much growth in the base in the near term as the city has limited new developable land. MINIMAL REVENUE-RAISING FLEXIBILITY: Property taxes are the city's main revenue source. The city is currently at its property tax cap, so revenue-raising options are limited. CONTINGENT OBLIGATIONS: The general fund is obligated to support contingent obligations whose intended repayment source has not fully materialized. General fund support of these obligations is expected to continue to be needed over the life of the obligations. LIMITED FINANCIAL FLEXIBILITY: The one-notch difference between the LTGO and the implied ULTGO ratings reflects the city's severely limited financial flexibility, as evidenced by the history of negative unrestricted general fund balance combined with the inability to increase property taxes or other revenues. DEVELOPMENT BONDS CARRY LTGO PLEDGE: The DDA and BRDA bonds carry a pledge of both tax increment revenues and the city's LTGO. The ratings are based upon the LTGO due to historical and projected increment revenue shortfalls, and the lack of an additional bonds test. RATING SENSITIVITIES ABILITY TO MAINTAIN BUDGETARY BALANCE: The rating and Outlook are highly sensitive to management's ability to continue the recent trend of budgetary surpluses, restoration of general fund liquidity without inter-fund borrowing, and performance of other credit factors. Continuation of positive trends could lead to upward rating action. CREDIT PROFILE Taylor is located in Wayne County, MI, approximately 18 miles southwest of Detroit. The city has experienced a 6.2% population loss since 2000, with 61,817 residents in 2014. GENERAL FUND DEFICIT ELIMINATED The city of Taylor's notable decline in financial flexibility was due to management's inability to match expenditure reductions to rapid declines in property tax revenues and state shared revenues. Audited fiscal 2011 and 2012 results posted the largest of several annual general fund operating deficits, over $5 million in each year. This resulted in an unrestricted general fund deficit of $5.4 million or 11.6% of expenditures by the end of fiscal 2012. The city adopted and implemented a deficit elimination plan (DEP) mid-year in fiscal 2012 which included significant expenditure reductions including personnel cuts and salary and benefit concessions. Audit results for fiscal 2013 and 2014 indicate sizable operating surpluses totaling $5.7 million which reversed the deficit to a small positive $390,000. These surpluses eliminated the general fund deficit earlier than management's original fiscal 2016 projection. Modest improvement in state revenues and stabilized property tax revenues as a result of improved collections contributed to the improvement. Fiscal 2015 cash basis results through March 2015 project continuation of surplus operations, projected at $500,000, and the achievement of an unrestricted general fund balance of $907,000 or 3% of budget. As Taylor is at its maximum property tax rate, TV is expected to be flat to modestly positive at best, and state shared revenues are likely to increase only moderately, continued positive operations have been driven by recurring expenditure cuts and labor contract savings. Fitch expects many of these savings to continue but the city may be pressured with demand for service restoration in the coming years. The city's very high annual carrying costs for debt and pensions are a budgetary challenge. Overall carrying costs for direct city and contingent debt service plus pension and other post-employment benefits (OPEB) funding are high at 33% of total governmental expenditures. The city could seek voter approval for a dedicated police/fire or deficit-elimination levy, support for which is uncertain. Liquidity needs are being met by short-term loans of up to $7.5 million annually from the city's water and sewer enterprise funds. The loans have been repaid using property taxes by Oct. 31 of each fiscal year. Continued improvement in general fund budgetary balance has reduced the borrowing amount by half in fiscal 2015. Enterprise fund liquidity remains strong with $11.5 million, or 300 days cash on hand in fiscal 2014. Reduced reliance on short-term borrowing would be a credit positive. CONTINGENT OBLIGATIONS NOT SELF-SUPPORTING Financial operations face additional pressure due to general fund exposure to the BRDA issues. The 2005 A and B BRDA bonds were expected to be self-supporting from tax revenue captured from the building of approximately 200 homes. The housing development has not occurred and only modest development is planned over the next one to two years. The city general fund began to subsidize repayment of the bonds in fiscal 2012 in the amount of approximately $800,000. The subsidy is expected to decrease following a refinancing which provides small annual debt service savings and the shifting of some costs to the utility fund. The amount of debt that can be reimbursed by the utility fund is approximately 23%, which will provide relief to the general fund. Additionally, the city projects some excess DDA funds will be available in 2017 as some debt is retired. The 2006 BRDA bonds were also expected to be self-supporting; however, two out of the three projects generate insufficient revenues. Total potential general fund subsidy for all BRDA issues represents a modest approximately 2% of fiscal 2014 general fund expenditures. LOCAL ECONOMIC CONDITIONS REMAIN UNFAVORABLE Taylor is located in the 'downriver' area of metropolitan Detroit and has strong ties to the auto industry, which has led to a difficult economic climate. The general slowdown in the housing market coupled with a significant number of foreclosures has put downward pressure on property values. Unemployment has improved and averaged 7.2% in 2014 which was below the county (9.4%) and the state (7.4%) but remains above the nation (6.2%). The decline in the unemployment rate was due partially to a 1.2% reduction in the labor force over the past decade. Taylor's poverty rate was 21.2% in 2013, compared to the state's at 16.8%, and the nation's at 15.4%. TV has declined by over 30% since 2009. The city projects 0.7% TV growth in 2015 and slightly increasing values thereafter based on the county assesor's projections. Fitch believes these projections are realistic given continued modest recovery in the housing market and the lagged effect on TV. Current tax collection rates have been low at approximately 91% over the past five years. While it is the practice of Wayne County to reimburse the city for all delinquencies at the end of each fiscal year, the payment is subject to charge-backs if the county is unable to collect the delinquent taxes or sell the property. The city experienced modest improvement in collections and lower chargebacks in fiscal 2013 and 2014. The top 10 taxpayers make up a moderate 11.6% of total TV. PENSION, OPEB & DEBT OBLIGATIONS MANAGEABLE IN NEAR TERM Overall debt is moderate at $1,918 per capita and 4.4% of market value. The city has no plans to issue additional debt and amortization is rapid with 75% of total principal retired within 10 years. Overall carrying costs for direct city and contingent debt service plus pension and OPEB funding are high at 33% of total governmental expenditures. The city administers two defined benefit pension plans covering nearly all police, fire, and general government employees; court employees are covered by the state-run Municipal Employee Retirement System (MERS). Using a 7% rate of return, MERS was adequately funded at about 80% in fiscal 2013. The city administered plans were funded at 53% and 68% despite annual ARC payments, which could lead to even higher carrying costs in future budgets. OPEBs are funded on a pay-go basis, which was a high 12% of total governmental spending in 2014. Additionally, the unfunded actuarial accrued OPEB liability is high at 8% of the tax base market value. TGI FRIDAY'S: S&P Alters Outlook to Stable on Sale of UK Restos --------------------------------------------------------------- Standard & Poor's Ratings Services revised the outlook on TGI Friday's Inc. (TGIF) to stable from negative. S&P affirmed the 'B+' corporate credit rating. "At the same time, we affirmed the 'BB-' issue-level rating on the company's first-lien credit facility. The recovery rating is '2'indicating our expectation towards the lower end of the substantial (70% to 90%) recovery range for lenders in the event of a payment default. Following the U.K. franchise sale, proceeds of which the company used to pay down debt, and the subsequent proposed capital structure transaction, TGIF's capital structure will be a first-lien credit facility that consists of a five-year $50 million revolving credit facility and a term loan with an outstanding balance of $324 million," said S&P. "We based our ratings on Carrollton, Texas-based casual dining operator and franchisor TGIF on its vulnerability to consumer spending and dining trends and its mid-size scale compared with larger operators such as Applebee's, Olive Garden, and other larger casual dining competitors," said credit analyst Mathew Christy. "We think the remainder of the restaurants set to be sold under its refranchising plans will allow the company to generate sizeable cash proceeds in the near term and allow the company to improve earnings and cash flow consistency. We do not anticipate any debt-funded shareholder initiatives, but project in our base case that the company will use any near-term franchise proceeds primarily for dividends to the private equity sponsors. These are the primary factors that support our view of the company's business and financial risk profiles." "Our rating outlook is stable. We believe operating performance for TGIF will remain relatively stable following the franchising of more than 78% of the company's restaurants and anticipation that more than 90% of the restaurant base will be franchised, which we expect to be completed later this year. We also believe credit metrics will remain in line with our estimates for pro-forma levels, including debt to EBITDA in the mid- to high-4x," said S&P. Downside scenario "We could lower the rating if we believe the company will sustain total debt-to-EBITDA leverage above 5x in conjunction with FFO to debt below 12%. This could occur as a result of a weaker-than-anticipated operating performance or debt-financed dividend to the private equity sponsors. We estimate EBITDA would need to decline more than 5% from estimated 2015 levels for this to occur or adjusted debt increases, neither of which we consider in our base-case given the company's more stable earnings stream from franchised restaurants and expected cash flow from continued sale of restaurants to franchisees. A downgrade could also occur if the company cannot achieve projected margins without a significant pay down in debt," said S&P. Upside scenario "Although unlikely in the near term, we could raise the rating if we believe the company can sustain an adjusted leverage ratio less than 4x and FFO to debt that approaches 20%. Adjusted EBITDA would need to increase nearly 20% from our estimated 2015 levels for this to occur, assuming debt levels remain stable. We could also consider a higher rating if the company uses proceeds from franchise sales to pay down debt or if the private equity owners reduce their holdings below 40%. Under this scenario we would revise the financial risk profile to 'significant,'" said S&P. TRANS ENERGY: To Sell Marcellus Assets for $71.3 Million -------------------------------------------------------- Trans Energy, Inc., announced the signing of an agreement to sell Marcellus assets in Wetzel County, West Virginia, for approximately $71.3 million in net proceeds, subject to adjustments to be determined at closing. The divestiture consists of 5,159 net acres and 12 producing Marcellus wells. The acreage represents approximately one-third of Trans Energy's total net acreage position targeting the Marcellus Shale. The transaction is expected to close approximately ninety days following the signing of the agreement, pending satisfactory title and environmental diligence by the buyer and subject to the satisfaction of certain closing conditions specified in the agreement. The company expects to receive approximately $47 million at closing, net of funds used to repurchase assets that are to be included in the sale, with any incremental funds expected to be received upon the successful resolution of certain quiet title actions that are currently ongoing and the release of funds that will be held in escrow for a time following the closing. John Corp, president of Trans Energy, said, "Today's announcement supports the belief that our team's hard work and well defined strategy has built a position in Northern West Virginia that is highly valuable." Corp continued, "We have been successful in our efforts to expand the overall acreage position of our joint development arrangement with Republic Energy over the past year, particularly in Marion and Marshall Counties. We believe that this will continue to be the case over the near term, and that allocating a significant portion of the proceeds from the sale toward debt repayment will better position us to then focus on the development of our core acreage positions in Marshall and Marion Counties. Those areas represent attractive opportunities for us to increase shareholder value." After the sale, Trans Energy will continue to own approximately 10,400 net acres in Marshall and Marion Counties. Trans Energy and Republic Energy will continue to own a combined 27,800 net acres in those counties. Management believes it can drill approximately 150 horizontal Marcellus wellbores today with lateral lengths of at least 4,500 feet, pending the application for and the receipt of permits, on this acreage. Management further believes it can ultimately drill over 350 such horizontal Marcellus wells on this acreage position, pending additional title work and potential leasehold acquisitions that have already been planned. About Trans Energy St. Mary's, West Virginia-based Trans Energy, Inc. (OTC BB: TENG) -- http://www.transenergyinc.com/-- is an independent energy company engaged in the acquisition, exploration, development, exploitation and production of oil and natural gas. Its operations are presently focused in the State of West Virginia. Trans Energy reported a net loss of $17.7 million in 2013 following a net loss of $21.2 million in 2012. The Company's balance sheet at Sept. 30, 2014, showed $103.6 million in assets, $130.2 million in total liabilities and a $26.6 million total stockholders' deficit. TRITON AVIATION: Fitch Cuts Rating on Class A-1 Notes to 'Csf' -------------------------------------------------------------- Fitch Ratings takes the following actions on five classes of Triton Aviation Finance (TAF): -- Class A-1 note downgraded to 'Csf'/RE' from 'CCsf'/RE 70%; -- Class B-1, B-2, C-1, and C-2 notes affirmed at 'Csf'/RE0%. KEY RATING DRIVERS The downgrade of the class A-1 notes to 'Csf' from 'CCsf' reflects Fitch's view that default is considered inevitable as trust cashflow has deteriorated due to the aircraft pool's illiquidity and age. The transaction has also been negatively affected by low utilization and small returns on aircraft sales or part-outs. Fitch expects the class to recover 20% (RE 20%) of its current principal balance. The affirmation of classes B, C, and D, all with RE0%, reflects the inevitability of default and the expectation of no additional payments to those classes. RATING SENSITIVITIES Due to the correlation between the macro economic conditions and the airline industry, the recovery estimates may be impacted by the strength of the global economy over the remaining term of this transaction. Global economic scenarios that are inconsistent with Fitch's expectations could lead to lower recovery estimates. For example, the occurrence of an extended global recession of significantly greater severity than the last two experienced, and the resulting strain on aircraft lease cash flow, could lead to lower principal recovery on the class A-1 note. UNIVERSITY GENERAL: Hires Porter Hedges as Bankruptcy Counsel ------------------------------------------------------------- University General Health System, Inc., et al., seek authorization from the Hon. Letitia Z. Paul of the U.S. Bankruptcy Court for the Southern District of Texas to employ Porter Hedges LLP as bankruptcy counsel. The Debtors require Porter Hedges to: (a) provide legal advice with respect to the Debtors' rights and duties as debtors in possession and continued business operations; (b) assist, advise and represent the Debtors in analyzing the Debtors' capital structure, investigating the extent and validity of liens, cash collateral stipulations or contested matters; (c) assist, advise and represent the Debtors in postpetition financing transactions; (d) assist, advise and represent the Debtors in the sale of certain assets or companies; (e) assist, advise and represent the Debtors in the formulation of a joint disclosure statement and plan of reorganization and to assist the Debtors in obtaining confirmation and consummation of a joint plan of reorganization; (f) assist, advise and represent the Debtors in any manner relevant to preserving and protecting the Debtors' estates; (g) investigate and prosecute preference, fraudulent transfer and other actions arising under the Debtors' bankruptcy avoiding powers; (h) prepare on behalf of the Debtors all necessary applications, motions, answers, orders, reports, and other legal papers; (i) appear in Court and to protect the interests of the Debtors before the Court; (j) assist the Debtors in administrative matters; (k) perform all other legal services for the Debtors which may be necessary and proper in these proceedings; (l) assist, advise and represent the Debtors in any litigation matter; (m) continue to assist and advise the Debtors in general corporate and other matters previously described in this Application; and (n) provide other legal advice and services, as requested by the Debtors, from time to time. Porter Hedges will be paid at these hourly rates: Partners $385-$750 Of Counsel $250-$725 Associates/Staff Attorneys $225-$425 Legal Assistants/Law Clerks $110-$230 Porter Hedges will also be reimbursed for reasonable out-of-pocket expenses incurred. On Feb. 24, 2015, the Debtors paid Porter Hedges an initial retainer of $50,000. Porter Hedges received additional retainers and payments totaling $104,784 for prepetition services and expenses already rendered and to be rendered. Subsequent to receipt of the retainers and payments, Porter Hedges applied $59,011 to invoices for legal services and reimbursable expenses rendered through the Petition Date. As of the Petition Date, the balance of the retainer was $95,772.50. John F. Higgins, partner of Porter Hedges, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. The Court for the Southern District of Texas will hold a hearing on the application on April 13, 2015, at 1:00 p.m. Porter Hedges can be reached at: John F. Higgins, Esq. PORTER HEDGES LLP 1000 Main Street, 36th Floor Houston, TX 77002 Tel: (713) 226-6000 Fax: (713) 226-6248 About University General University General Health System, Inc., with headquarters in Houston, Texas, is a multi-specialty health care provider that delivers concierge physician- and patient-oriented services. UGHS and its consolidated subsidiaries operate, amongst others, a general acute care hospital, ambulatory surgical centers, hyperbaric wound care centers, diagnostic imaging centers, physical therapy centers, and senior living centers. UGHS owns the University General Hospital, a 72-bed, general acute care hospital in the heart of the Texas Medical Center in Houston, Texas. UGHS and its affiliated entities sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 15-31086) in Houston, Texas, on Feb. 27, 2015. The case is assigned to Judge Letitia Z. Paul. The Debtors have tapped John F Higgins, IV, Esq., Aaron James Power, Esq., and Joshua W. Wolfshohl, Esq., at Porter Hedges LLP, in Houston, Texas, as counsel. Upshot Services, LLC, is the claims and noticing agent. U.S. Trustee Judy A. Robbins formed a nine-member panel of unsecured creditors in the Chapter 11 cases of the Debtors. UNIVERSITY GENERAL: Hires UpShot Services as Noticing Agent ----------------------------------------------------------- University General Health System, Inc., et al., seek authorization from the Hon. Letitia Z. Paul of the U.S. Bankruptcy Court for the Southern District of Texas to employ Upshot Services LLC as noticing, claims and balloting agent. Upshot Services will provide services under the terms of the Engagement Letter, including, without limitation, the following: (a) assist with developing the complete notice database system to inform all potential creditors as to the filing of the case and the bar date notice; (b) process and mail all notices including the initial bankruptcy notices and bar date notice; (c) receive and process all proofs of claim and maintain the claims register; (d) track all claims transfers and update ownership of claims in the claims register accordingly; (e) provide both the Debtors and their counsel access to the claims database system; (f) provide all voting ballots to necessary parties, quantify the ballot results and provide a final report to the Bankruptcy Court; (g) be available for testimony such as results of balloting; (h) prepare creditors matrix listing all potential creditors; (i) develop and host a case website including a secure document room for legal and transactional diligence as necessary; (j) file monthly claims register with the Bankruptcy Court; and (k) assist with such other matters as may be requested that fall within UpShot's expertise and that are mutually agreeable. Upshot Services will be paid at these hourly rates: Clerical $35 Case Assistant $75 IT Manager $125 Case Consultant $135 Case Director $195 Public securities Director $205 Upshot Services will also be reimbursed for reasonable out-of-pocket expenses incurred. Travis Vandell, managing director of UpShot Services, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. UpShot Services can be reached at: Travis Vandell UPSHOT SERVICES LLC 7808 Cherry Creek South Drive, Suite 112 Denver, CO 80231 E-mail: tvandell@upshotservices.com About University General University General Health System, Inc., with headquarters in Houston, Texas, is a multi-specialty health care provider that delivers concierge physician- and patient-oriented services. UGHS and its consolidated subsidiaries operate, amongst others, a general acute care hospital, ambulatory surgical centers, hyperbaric wound care centers, diagnostic imaging centers, physical therapy centers, and senior living centers. UGHS owns the University General Hospital, a 72-bed, general acute care hospital in the heart of the Texas Medical Center in Houston, Texas. UGHS and its affiliated entities sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 15-31086) in Houston, Texas, on Feb. 27, 2015. The case is assigned to Judge Letitia Z. Paul. The Debtors have tapped John F Higgins, IV, Esq., Aaron James Power, Esq., and Joshua W. Wolfshohl, Esq., at Porter Hedges LLP, in Houston, Texas, as counsel. Upshot Services, LLC, is the claims and noticing agent. U.S. Trustee Judy A. Robbins formed a nine-member panel of unsecured creditors in the Chapter 11 cases of the Debtors. UNIVERSITY GENERAL: Taps Hammond Hanlon as Investment Banker ------------------------------------------------------------ University General Health System, Inc., et al., seek authorization from the Hon. Letitia Z. Paul of the U.S. Bankruptcy Court for the Southern District of Texas to employ Hammond Hanlon Camp, LLC as investment banker. The Debtors require Hammond Hanlon to: (a) assist in identifying and securing debtor in possession financing ("DIP") to either provide operating funds during these chapter 11 proceedings or to provide operating funds during these chapter 11 proceedings and to refinance existing indebtedness; (b) assist in identifying and securing either debt or equity financing in connection with a plan of reorganization; (c) if appropriate, sell some or substantially all of the assets of the Debtors or effect a business combination or merger effecting any change of control of the Debtors; (d) assist in identifying and securing plan sponsors for confirmation of a plan of reorganization under chapter 11 of the Bankruptcy Code. In summary, the Compensation Structure provides for the following: -- Monthly Fee. During the term of the Engagement Agreement, while the Debtors remain in chapter 11, a monthly advisory fee of $50,000 (each, a "Monthly Advisory Fee"), immediately due and payable in advance and thereafter monthly due and payable the first of each successive month. -- DIP Financing Fee. A DIP Financing Fee of the greater of $400,000 or 3% of the amount of the DIP shall be due and payable upon the closing of the DIP Financing documents to be paid from the proceeds of any lender, including MidCap Financial LLC ("MidCap") or any other source. The proceeds of the DIP Fee could be used for working capital for the Debtors or to refinance any existing indebtedness including the MidCap loan. -- Refinancing some or all of the Debtors' existing capital structure from any source: the greater of 3% of the amount of the refinancing or $500,000. -- Placement of equity: a fee equal to the greater of 5% of the amount of the equity investment in the Debtors from any source or $350,000. -- Transaction Fee for the Sale of the Debtors or a Confirmation of a Plan of Reorganization under Chapter 11 of the Bankruptcy Code: a transaction fee equal to the greater of $500,000 or 3% of the Aggregate Consideration upon the closing of the transaction. The term Aggregate Consideration shall mean: - the total amount of cash and the fair market value (on the date of payment) of securities and all other property paid or payable on the closing date of the transaction, directly or indirectly by the acquiring party (the "Acquirer") to the acquired party or the seller of the acquired business or assets (in either case, the "Acquired") as part of the transaction; plus - the value of any long-term liabilities (including the short-term portion thereof) of the Acquired party (including the principal amount of any indebtedness for borrowed money, and unfunded pension liabilities, and debt guarantees) indirectly or directly assumed or acquired by the Acquirer as part of the transaction; plus - the value of any payments in connection with a transaction that are payable by the Acquirer to the Acquired (whether in one payment or a series of two or more payments, including notes to be paid) at any time following the consummation of the transaction, whether contingent on performance or otherwise; plus - the value of any non-cash current assets not sold, minus the value of any non-debt current liabilities not assumed by the Acquirer; plus - the value of contractually committed capital to be spent by the Acquirer for the benefit of the business or assets of the Acquired. Thomas M. Barry, principal of Hammond Hanlon, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. The Court for the Southern District of Texas will hold a hearing on the application on April 13, 2015, at 1:00 p.m. Hammond Hanlon can be reached at: Thomas M. Barry Hammond Hanlon Camp, LLC 623 Fifth Avenue, 29th Floor New York, NY 10022 Tel: (212) 257-4500 About University General University General Health System, Inc., with headquarters in Houston, Texas, is a multi-specialty health care provider that delivers concierge physician- and patient-oriented services. UGHS and its consolidated subsidiaries operate, amongst others, a general acute care hospital, ambulatory surgical centers, hyperbaric wound care centers, diagnostic imaging centers, physical therapy centers, and senior living centers. UGHS owns the University General Hospital, a 72-bed, general acute care hospital in the heart of the Texas Medical Center in Houston, Texas. UGHS and its affiliated entities sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 15-31086) in Houston, Texas, on Feb. 27, 2015. The case is assigned to Judge Letitia Z. Paul. The Debtors have tapped John F Higgins, IV, Esq., Aaron James Power, Esq., and Joshua W. Wolfshohl, Esq., at Porter Hedges LLP, in Houston, Texas, as counsel. Upshot Services, LLC, is the claims and noticing agent. U.S. Trustee Judy A. Robbins formed a nine-member panel of unsecured creditors in the Chapter 11 cases of the Debtors. UNIVERSITY GENERAL: Taps Skadden Arps as Special Counsel -------------------------------------------------------- University General Health System, Inc., et al., seek authorization from the Hon. Letitia Z. Paul of the U.S. Bankruptcy Court for the Southern District of Texas to employ Skadden, Arps, Slate, Meagher & Flom LLP as special counsel to the Debtors. Skadden will provide services to the Debtors during these Chapter 11 Cases as corporate counsel. As corporate counsel, Skadden will provide guidance on corporate governance matters, transactional matters, and such other matters as may be designated by the Debtors in consultation with their proposed general restructuring counsel. Skadden will be paid at these hourly rates: Partners $910-$1,350 Counsel/Special Counsel $895-$995 Associates $385-$870 Paraprofessionals $200-$350 Skadden will also be reimbursed for reasonable out-of-pocket expenses incurred. On Dec. 11, 2014, the Debtors paid an initial retainer of $50,000 for professional services to be rendered and expenses to be charged by Skadden in connection with those services described therein. Thereafter, as services were performed, the Company replenished the retainer on Feb. 20, 2015 with a payment of $100,000, on Feb. 25, 2015 with a payment of $100,000, and on Feb. 27, 2015 with a payment of $30,000. Skadden periodically invoiced the Company and fully drew down the retainers in payment of such invoices. As of the Petition Date, the balance of professional fees, charges, and disbursements incurred by the Company totaled $341,476.74. John K. Lyons, partner of Skadden, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Skadden can be reached at: John K. Lyons, Esq. SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP 155 North Wacker Drive Chicago, IL 60606 Tel: (312) 407-0860 Fax: (312) 407-8532 E-mail: john.lyons@skadden.com About University General University General Health System, Inc., with headquarters in Houston, Texas, is a multi-specialty health care provider that delivers concierge physician- and patient-oriented services. UGHS and its consolidated subsidiaries operate, amongst others, a general acute care hospital, ambulatory surgical centers, hyperbaric wound care centers, diagnostic imaging centers, physical therapy centers, and senior living centers. UGHS owns the University General Hospital, a 72-bed, general acute care hospital in the heart of the Texas Medical Center in Houston, Texas. UGHS and its affiliated entities sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 15-31086) in Houston, Texas, on Feb. 27, 2015. The case is assigned to Judge Letitia Z. Paul. The Debtors have tapped John F Higgins, IV, Esq., Aaron James Power, Esq., and Joshua W. Wolfshohl, Esq., at Porter Hedges LLP, in Houston, Texas, as counsel. Upshot Services, LLC, is the claims and noticing agent. U.S. Trustee Judy A. Robbins formed a nine-member panel of unsecured creditors in the Chapter 11 cases of the Debtors. USA SYNTHETIC: Owes Allen County $116K in Back Taxes ---------------------------------------------------- Danae King, writing for Limaohio.com, reports that USA Synthetic Fuel Corporation affiliate Lima Energy Co. has one of the largest amounts of unpaid taxes ever owed to the Allen County Treasurer's Office in Ohio. According to the report, county treasurer Rachael Gilroy said that the Company owes $116,078 on four parcels of land on Main Street and Fourth Street in Lima. Limaohio.com quoted Ms. Gilroy as syaing, "It is one of the largest delinquent amounts." Citing Ms. Gilroy, Limaohio.com relates that the Company hasn't paid property taxes since July 2013. About USA Synthetic Fuel Based in Lima, Ohio, USA Synthetic Fuel Corporation is an environmentally focused, development stage energy company pursuing low-cost, clean energy solutions through the deployment of Ultra Clean Btu Converter technology. Ultra Clean Btu Converter technology is a process that cost-effectively converts lower-value solid hydrocarbons, such as coal, into higher-value energy products, such as Ultra Clean Synthetic Crude, which can be refined into a variety of fuels, such as diesel, jet, and gasoline. USA Synthetic and its affiliates sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 15-10599) on March 17, 2015. The petitions were signed by Dr. Steven C. Vick as chief executive officer. The Debtors disclosed total assets of $7.9 million and total debts of $99.3 million. Morris, Nichols, Arsht & Tunnell, represents the Debtors as counsel. Asgaard Capital LLC acts as the Debtors' investment banker. R2B Group, LLC serves as the Debtors' interim chief financial officer provider. VERDUGO LLC: Taps Ringstad & Sanders as General Insolvency Counsel ------------------------------------------------------------------ Verdugo LLC asks for permission from the Hon. Scott C. Clarkson of the U.S. Bankruptcy Court for the Central District of California to employ Ringstad & Sanders LLP as general insolvency counsel as of Feb. 12, 2015. The Debtor requires Ringstad & Sanders to: (a) advise and assist the Debtor with respect to compliance with the U.S. Trustee Chapter 11 Notices and Guides and revisions thereto; (b) advise the Debtor concerning the requirements of the Bankruptcy Code and applicable rules as they affect the Debtor; (c) advise the Debtor regarding matters of bankruptcy law, including the rights and remedies of the Debtor with regard to its assets and with respect to the claims of creditors; (d) represent the Debtor in any proceedings or hearings in the Bankruptcy Court and, subject to separate agreement, in any action in any other court where the Debtor's rights under the Bankruptcy Code may be litigated or affected; (e) conduct examinations of witnesses, claimants, or adverse parties and to prepare and assist in the preparation of reports, accounts, and pleadings related to this case; (f) assist the Debtor in the negotiation, formulation confirmation, and implementation of a chapter 11 plan of reorganization; and (g) take such other action and perform such other services as the Debtor may require of the Firm in connection with this chapter 11 case. Ringstad & Sanders will be paid at these hourly rates: Todd C. Ringstad $625 Nanette D. Sanders $625 Christopher Minier $450 Brian R.M. Nelson $300 Becky Metzner $195 Ringstad & Sanders will also be reimbursed for reasonable out-of-pocket expenses incurred. The Debtor provided Ringstad & Sanders a prepetition retainer in the amount $23,000. The Debtor has agreed to pay an additional retainer of $25,000 on or before the 30th day following the commencement of the bankruptcy case and the Debtor herein requests authorization to pay the postpetition retainer to the firm. Todd C. Ringstad, partner of Ringstad & Sanders, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Ringstad & Sanders can be reached at: Todd C. Ringstad, Esq. RINGSTAD & SANDERS LLP 2030 Main Street, Suite 1600 Irvine, CA 92614 Tel: (949) 851-7450 Fax: (949) 851-6926 E-mail: todd@ringstadlaw.com Verdugo, LLC, a single asset real estate, filed a Chapter 11 bankruptcy petition (Bank. C.D. Cal. Case No. 15-10701) on Feb. 12, 2015. James Hurn signed the petition as vice president. The Debtor estimated assets of $10 million to $50 million and liabilities of $1 million to $10 million. Judge Scott C. Clarkson presides over the case. VIPER VENTURES: Seeks to Continue Leasing, Management Fees Payment ------------------------------------------------------------------ Viper Ventures, LLC, seeks authority from the U.S. Bankruptcy Court for the Middle District of Florida, Tampa Division, to continue to pay employee leasing fees to Bayshore Grand, Ltd., L.L.L.P., and management fees to each of Islandmanagement, L.L.C., and Ed Properties, LLC. The employee leading fees average approximately $8,300 per month. Islandmanagement is paid a monthly fee in the amount of $7,350 for its services, while ED Properties is paid a monthly fee of $1,000 for its services. According to the Debtor's counsel, Edward J. Peterson, III, Esq., at Stichter Riedel Blain & Prosser, P.A., in Tampa, Florida, the performance of Bayshore, Islandmanagement and ED Properties are necessary to the Debtor and for its daily operations. About Viper Ventures Viper Ventures, LLC, is a Florida limited liability company that owns 31 acres of waterfront land on Rattlesnake Point just south of Gandy Boulevard in Tampa, Florida. Viper Ventures filed a Chapter 11 bankruptcy petition (Bankr. M.D. Fla. Case No. 15-bk-03404) in Tampa, Florida, on April 1, 2015. The case is assigned to Judge Catherine Peek McEwen. The Debtor is represented by Edward J. Peterson, III, Esq., at Stichter, Riedel, Blain & Prosser, PA, in Tampa, Florida. The Debtor estimated $10 million to $50 million in assets and debt. According to the docket, the Debtor's Chapter 11 plan and explanatory disclosure statement are due by July 30, 2015. VIPER VENTURES: Seeks to Employ GlassRatner as Financial Advisor ---------------------------------------------------------------- Viper Ventures, LLC, seeks authority from the U.S. Bankruptcy Court for the Middle District of Florida, Tampa Division, to employ GlassRatner Advisory & Capital Group, LLC, as consultants and financial advisors. The Debtor seeks to employ GlassRatner to perform the following services: (a) Review and evaluate operations, business plans and financial projections with the objective of assisting the Debtor in improving its operating performance and enhancing its enterprise value; (b) Assist management in designing and implementing programs to manage or divest assets, improve operations, reduce costs and restructure as necessary; (c) Advise and assist management in seeking, negotiating, and obtaining takeout and/or exit financing to fund a plan of reorganization; (d) Assist management with the reporting requirements in the bankruptcy case; (e) Advise and assist management with respect to a plan of reorganization and negotiations regarding the same; and (f) Perform other work as may be requested by management. The Debtor will pay GlassRatner the following hourly rates: Senior Managing Directors $350 to $395 Directors and Managers $250 to $350 Staff $150 to $250 Additionally, in matters where travel is required, GlassRatner will bill one-half of the required travel time. Konstantin "Gus" Katsadouros, senior managing director with GlassRatner Advisory & Capital Group, LLC, assures the Court that his firm does not represent or hold any interest adverse to the Debtor or to the estate and is a "disinterested person" as the term is defined by Section 101(14) of the Bankruptcy Code. Mr. Katsadouros discloses that prior to the Petition Date, his firm received $10,000 as retainer for its services. GlassRatner may be reached at: Konstantin "Gus" Katsadouros Senior Managing Director GLASSRATNER ADVISORY & CAPITAL GROUP LLC 142 W. Platt Street Suite 118 Tampa, FL 33606 Tel: (813) 490-9116 E-mail: gkatsadouros@glassratner.com -- and -- Brian Lee Associate GLASSRATNER ADVISORY & CAPITAL GROUP LLC 142 W. Platt Street Suite 118 Tampa, FL 33606 Tel: (813) 490-9116 Fax: (404) 835-8868 E-mail: blee@glassratner.com About Viper Ventures Viper Ventures, LLC, is a Florida limited liability company that owns 31 acres of waterfront land on Rattlesnake Point just south of Gandy Boulevard in Tampa, Florida. Viper Ventures filed a Chapter 11 bankruptcy petition (Bankr. M.D. Fla. Case No. 15-bk-03404) in Tampa, Florida, on April 1, 2015. The case is assigned to Judge Catherine Peek McEwen. The Debtor is represented by Edward J. Peterson, III, Esq., at Stichter, Riedel, Blain & Prosser, PA, in Tampa, Florida. The Debtor estimated $10 million to $50 million in assets and debt. According to the docket, the Debtor's Chapter 11 plan and explanatory disclosure statement are due by July 30, 2015. VIRTUAL PIGGY: Engages Viant Capital LLC as Financial Advisor ------------------------------------------------------------- Virtual Piggy, Inc., has retained Viant Capital LLC as its financial advisor to explore strategic alternatives. Virtual Piggy has also formed a special committee of the company's board of directors to work closely with Viant. "Given recent developments in the payments space, including the legal challenges online retailers are facing related to minors and payments, the company felt it was important to retain a technology-focused investment bank to help explore various strategic options. We are thrilled to be working with Viant and Scott Smith, who will be bringing his over 30 years of financial structuring of public and private companies, fundraising and M&A experience," said Dr. Jo Webber, Chairman and CEO of Virtual Piggy The special committee is comprised of George McDaniel, Chairman of Saber Power Services, LLC; Dr. Jo Webber, CEO and Chairman of Virtual Piggy; and William Tobia, former CFO of Maxwell Systems, Inc. About Oink (Virtual Piggy, Inc.) Virtual Piggy is the provider of Oink, a secure online and in-store teen wallet. Oink enables teens to manage and spend money within parental controls, while gaining valuable financial management skills. The technology company also delivers payment platforms designed for the Under 21 age group in the global market, and enables online businesses the ability to function in a manner consistent with the Children's Online Privacy Protection Act and similar international children's privacy laws. The company, based in Hermosa Beach, CA, is on the Web at: http://www.oink.com/and holds three technology patents, US Patent No. 8,762,230, 8,650,621 and 8,812,395. Virtual Piggy reported a net loss of $9.65 million on $5,708 of sales for the year ended Dec. 31, 2014, compared to a net loss of $16 million on $2,460 of sales for the year ended Dec. 31, 2013. The Company previously incurred a net loss of $12.03 million in 2012. As of Dec. 31, 2014, the Company had $3.11 million in total assets, $1.55 million in total liabilities, all current, and $1.55 million in stockholders' equity. Morison Cogen LLP, in Bala Cynwyd, PA, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that the Company's losses from development stage activities raise substantial doubt about its ability to continue as a going concern. VISUALANT INC: Diker GP Reports 5.9% Stake as of March 27 --------------------------------------------------------- In a Schedule 13G filed with the Securities and Exchange Commission, Diker GP, LLC, Diker Management, LLC, Charles M. Diker, et al., disclosed that as of March 27, 2015, they beneficially own 10,500,000 shares of common stock of Visualant, Incorporated, which represents 5.95 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/yEJ9n3 About Visualant Inc. Seattle, Wash.-based Visualant, Inc., was incorporated under the laws of the State of Nevada on Oct. 8, 1998. The Company develops low-cost, high speed, light-based security and quality control solutions for use in homeland security, anti- counterfeiting, forgery/fraud prevention, brand protection and process control applications. Visualant reported a net loss of $1 million on $7.98 million of revenue for the year ended Sept. 30, 2014, compared to a net loss of $6.60 million on $8.57 million of revenue for the year ended Sept. 30, 2013. The Company's balance sheet at Dec. 31, 2014, showed $3.22 million in total assets, $9.47 million in total liabilities, and a stockholders' deficit of $6.24 million. PMB Helin Donovan, LLP, in Seattle, Washington, issued a "going concern" qualification on the consolidated financial statements for the year ended Sept. 30, 2014. The independent auditors noted that the Company has sustained a net loss from operations and has an accumulated deficit since inception. These factors, according to the auditors, raise substantial doubt about the Company's ability to continue as a going concern. WALTER INVESTMENT: Bank Debt Trades at 8% Off --------------------------------------------- Participations in a syndicated loan under which Walter Investment Management Corp is a borrower traded in the secondary market at 91.95 cents-on-the-dollar during the week ended Friday, April 10, 2015 according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. This represents an increase of 0.35 percentage points from the previous week, The Journal relates. Walter Investment pays 375 basis points above LIBOR to borrow under the facility. The bank loan matures on Dec. 18, 2020, and carries Moody's B2 rating and Standard & Poor's B+ rating. The loan is one of the biggest gainers and losers among 266 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. WEATHER CHANNEL: Bank Debt Trades at 6% Off ------------------------------------------- Participations in a syndicated loan under which Weather Channel is a borrower traded in the secondary market at 94.25 cents-on-the- dollar during the week ended Friday, April 10, 2015, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. This represents a decrease of 1.50 percentage points from the previous week, The Journal relates. The Company pays 275 basis points above LIBOR to borrow under the facility. The bank loan matures on Feb. 4, 2017 and carries Moody's Ba3 rating and Standard & Poor's B+ rating. The loan is one of the biggest gainers and losers among 266 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. WET SEAL: Case Caption Revised to "Seal123" Following Sale ---------------------------------------------------------- Following the approval of the sale of The Wet Seal, Inc. and its affiliates' assets to Mador Lending, LLC, an affiliate of Versa Capital Management, LLC, the Debtors' case caption has been amended, as follows: SEAL123, INC. (15-10081), Seal123 Retail, Inc. (15-10082), Seal123 Catalog, Inc. (15-10083), Seal123 GC, LLC (15-10084). The docket in the chapter 11 case of SEAL123, INC. (15-10081-CSS) should be consulted for all matters affecting this case. About Wet Seal The Wet Seal, Inc., and three affiliates -- The Wet Seal Retail, Inc., Wet Seal Catalog, Inc., and Wet Seal GC, LLC -- filed separate Chapter 11 petitions (Bankr. D. Del. Case Nos. 15-10081 to 15-10084) on Jan. 15, 2015. The Debtors are a national multi-channel retailer selling fashion apparel and accessory items designed for female customers aged 13 to 24 years old. Wet Seal listed total assets of $92.8 million and total liabilities of $103.4 million as of Nov. 1, 2014. The Hon. Christopher S. Sontchi presides over the jointly administered cases. Maris J. Kandestin, Esq., and Michael R. Nestor, Esq., at Young Conaway Stargatt & Taylor, LLP; Lee R. Bogdanoff, Esq., Michael L. Tuchin, Esq., David M. Guess, Esq., and Jonathan M. Weiss, Esq., at Klee, Tuchin, Bogdanoff & Stern LLP; and Paul Hastings LLP, serve as the Debtors' Chapter 11 counsel. FTI Consulting serves as the Debtors' restructuring advisor. The Debtors' investment banker is Houlihan Lokey. The Debtors tapped Donlin, Recano & Co., Inc. as claims and noticing agent. The petitions were signed by Thomas R. Hillebrandt, interim chief financial officer. B. Riley, the original DIP lender and plan sponsor, is represented by Van C. Durrer, II, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP. Versa Capital Management, LLC, and its affiliate, Mador Lending, LLC, which was selected as the successful bidder at an auction, is being advised by Greenberg Traurig LLP, Klehr Harrison Harvey Branzburg LLP, and KPMG LLP. The U.S. Trustee has appointed an Official Committee of Unsecured Creditors. The Committee is represented in the case by Pachulski Stang Ziehl & Jones LLP's Bradford J. Sandler, Esq. and Jeffrey N. Pomerantz, Esq. Province, Inc. serves as financial advisor to the Committee. WET SEAL: Court Approves Sale of Assets to Versa Affiliate ---------------------------------------------------------- Wet Seal Inc. has won bankruptcy court approval to sell its assets to an affiliate of Versa Capital Management LLC in a deal that includes $7.5 million in cash, various news sources reported. Dawn McCarty, writing for Bloomberg News, reported that Versa's Mador Lending LLC won an auction for the teen clothing retailer's inventory and some leases last month. As part of the deal, it provided $20 million in replacement bankruptcy financing and assumed certain liabilities, the Bloomberg report said. Mador Lending offered $7.5 million in cash for unsecured creditors and $20 million debtor-in-possession financing for the assets, as opposed to B. Riley Financial's proposed $5 million in cash and $25 million financing (in exchange for an 80% equity stake in Wet Seal), BankruptcyData reported. About Wet Seal The Wet Seal, Inc., and three affiliates -- The Wet Seal Retail, Inc., Wet Seal Catalog, Inc., and Wet Seal GC, LLC -- filed separate Chapter 11 petitions (Bankr. D. Del. Case Nos. 15-10081 to 15-10084) on Jan. 15, 2015. The Debtors are a national multi-channel retailer selling fashion apparel and accessory items designed for female customers aged 13 to 24 years old. Wet Seal listed total assets of $92.8 million and total liabilities of $103.4 million as of Nov. 1, 2014. The Hon. Christopher S. Sontchi presides over the jointly administered cases. Maris J. Kandestin, Esq., and Michael R. Nestor, Esq., at Young Conaway Stargatt & Taylor, LLP; Lee R. Bogdanoff, Esq., Michael L. Tuchin, Esq., David M. Guess, Esq., and Jonathan M. Weiss, Esq., at Klee, Tuchin, Bogdanoff & Stern LLP; and Paul Hastings LLP, serve as the Debtors' Chapter 11 counsel. FTI Consulting serves as the Debtors' restructuring advisor. The Debtors' investment banker is Houlihan Lokey. The Debtors tapped Donlin, Recano & Co., Inc. as claims and noticing agent. The petitions were signed by Thomas R. Hillebrandt, interim chief financial officer. B. Riley, the original DIP lender and plan sponsor, is represented by Van C. Durrer, II, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP. Versa Capital Management, LLC, and its affiliate, Mador Lending, LLC, which was selected as the successful bidder at an auction, is being advised by Greenberg Traurig LLP, Klehr Harrison Harvey Branzburg LLP, and KPMG LLP. The U.S. Trustee has appointed an Official Committee of Unsecured Creditors. WET SEAL: Del. Court Approves Asset Sale to Versa Capital Unit -------------------------------------------------------------- The Wet Seal, Inc. said in a regulatory filing with the Securities and Exchange Commission that the U.S. Bankruptcy Court for the District of Delaware has approved the asset purchase agreement between the Company and Mador Lending, LLC, an affiliate of Versa Capital Management, LLC. The Company and its subsidiaries entered into a Plan Sponsorship Agreement, dated as of January 15, 2015, with B. Riley Financial, Inc., as amended. At the conclusion of a previously disclosed auction -- which commenced on March 10 and concluded two days later -- to determine the highest or otherwise best bid to either sponsor a plan of reorganization or acquire all or substantially all of the Debtors' assets pursuant to Section 363 of the Bankruptcy Code, Mador Lending, LLC, an affiliate of Versa Capital Management, LLC, was selected as the successful bidder and B. Riley was selected as the back-up bidder in accordance with the bid procedures for the Auction. Pursuant to the winning bid, the Debtors and Mador, as the "Buyer," entered into an Asset Purchase Agreement, dated as of March 12, 2015 (including that certain Letter Agreement outlining agreed terms of an anticipated plan of reorganization). Pursuant to the order of the Bankruptcy Court dated April 1, 2015, the Bankruptcy Court approved the Asset Purchase Agreement and the transactions contemplated by the Asset Purchase Agreement, including the sale of substantially all of the assets of the Debtors to Mador pursuant to the terms of the Asset Purchase Agreement. Pursuant to the Court Order, the order of the Bankruptcy Court dated February 5, 2015, authorizing the assumption of the Plan Sponsorship Agreement, the Plan Sponsorship Agreement and the Asset Purchase Agreement, the Plan Sponsorship Agreement terminated upon entry of the Court Order. Upon termination, the Company became obligated under the Plan Sponsorship Agreement to pay to B. Riley a break-up fee of $625,000 plus certain expenses, payable upon the closing of the Asset Sale. At the closing of the transactions contemplated by the Asset Purchase Agreement, the break-up fee and expenses will become an assumed liability of Mador under the Asset Purchase Agreement. The April 1 Sale Order also sets out protocols for assuming and assigning, as well as rejecting, contracts and leases. The Court will hold a hearing on April 27 to consider objections to contract and lease assumptions. The Court Order also authorizes Wet Seal Retail Inc. to assume and assign its shopping center lease, as amended, with The Irvine Company at the Spectrum Center in Irvine, California. The Court also held that the sale does not require the appointment of a consumer privacy ombudsman. Mador will be paying for the fees and expenses of Houlihan Lokey Capital Inc., as well as 50% of the firm's so-called Transaction Fees, which are payable under the Debtors' engagement agreement with Houlihan. As reported by the Troubled Company Reporter, Versa will take over at least 140 of Wet Seal's stores and put an initial $10 million into the company's operations. According to the Wall Street Journal, citing people familiar with the matter, Wet Seal's initial savior, B. Riley, was outbid by Philadelphia-based private equity Versa, whose offer includes $7.5 million in cash slated for unsecured creditors, an agreement to pay so-called cure costs as well as administrative and priority claims, and $10 million in exit financing. Versa also agreed to take over the $20 million bankruptcy financing commitment from B. Riley and pay B. Riley a $625,000 breakup fee, the Journal said. About Wet Seal The Wet Seal, Inc., and three affiliates -- The Wet Seal Retail, Inc., Wet Seal Catalog, Inc., and Wet Seal GC, LLC -- filed separate Chapter 11 petitions (Bankr. D. Del. Case Nos. 15-10081 to 15-10084) on Jan. 15, 2015. The Debtors are a national multi-channel retailer selling fashion apparel and accessory items designed for female customers aged 13 to 24 years old. Wet Seal listed total assets of $92.8 million and total liabilities of $103.4 million as of Nov. 1, 2014. The Hon. Christopher S. Sontchi presides over the jointly administered cases. Maris J. Kandestin, Esq., and Michael R. Nestor, Esq., at Young Conaway Stargatt & Taylor, LLP; Lee R. Bogdanoff, Esq., Michael L. Tuchin, Esq., David M. Guess, Esq., and Jonathan M. Weiss, Esq., at Klee, Tuchin, Bogdanoff & Stern LLP; and Paul Hastings LLP, serve as the Debtors' Chapter 11 counsel. FTI Consulting serves as the Debtors' restructuring advisor. The Debtors' investment banker is Houlihan Lokey. The Debtors tapped Donlin, Recano & Co., Inc. as claims and noticing agent. The petitions were signed by Thomas R. Hillebrandt, interim chief financial officer. B. Riley, the original DIP lender and plan sponsor, is represented by Van C. Durrer, II, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP. Versa Capital Management, LLC, and its affiliate, Mador Lending, LLC, which was selected as the successful bidder at an auction, is being advised by Greenberg Traurig LLP, Klehr Harrison Harvey Branzburg LLP, and KPMG LLP. The U.S. Trustee has appointed an Official Committee of Unsecured Creditors. The Committee is represented in the case by Pachulski Stang Ziehl & Jones LLP's Bradford J. Sandler, Esq. and Jeffrey N. Pomerantz, Esq. Province, Inc. serves as financial advisor to the Committee. WET SEAL: Disclosure Statement Hearing Moved to April 27 -------------------------------------------------------- The Wet Seal Inc.'s lawyers at Young Conaway Stargatt & Taylor LLP advised the Delaware Bankruptcy Court that the special purpose hearing previously scheduled for April 15, 2015 at 12:00 p.m. (ET) to consider the entry of an order approving the Debtors' disclosure statement and related solicitation procedures has been rescheduled to April 27, 2015 at 10:00 a.m. (ET). The previously scheduled April 15 Disclosure Statement Hearing will now be held on April 27, 2015 at 10:00 a.m. (ET) Meanwhile, the U.S. Trustee overseeing the case advised the Court on April 1 that the Sec. 341 meeting of creditors has been held and concluded. About Wet Seal The Wet Seal, Inc., and three affiliates -- The Wet Seal Retail, Inc., Wet Seal Catalog, Inc., and Wet Seal GC, LLC -- filed separate Chapter 11 petitions (Bankr. D. Del. Case Nos. 15-10081 to 15-10084) on Jan. 15, 2015. The Debtors are a national multi-channel retailer selling fashion apparel and accessory items designed for female customers aged 13 to 24 years old. Wet Seal listed total assets of $92.8 million and total liabilities of $103.4 million as of Nov. 1, 2014. The Hon. Christopher S. Sontchi presides over the jointly administered cases. Maris J. Kandestin, Esq., and Michael R. Nestor, Esq., at Young Conaway Stargatt & Taylor, LLP; Lee R. Bogdanoff, Esq., Michael L. Tuchin, Esq., David M. Guess, Esq., and Jonathan M. Weiss, Esq., at Klee, Tuchin, Bogdanoff & Stern LLP; and Paul Hastings LLP, serve as the Debtors' Chapter 11 counsel. FTI Consulting serves as the Debtors' restructuring advisor. The Debtors' investment banker is Houlihan Lokey. The Debtors tapped Donlin, Recano & Co., Inc. as claims and noticing agent. The petitions were signed by Thomas R. Hillebrandt, interim chief financial officer. B. Riley, the original DIP lender and plan sponsor, is represented by Van C. Durrer, II, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP. Versa Capital Management, LLC, and its affiliate, Mador Lending, LLC, which was selected as the successful bidder at an auction, is being advised by Greenberg Traurig LLP, Klehr Harrison Harvey Branzburg LLP, and KPMG LLP. The U.S. Trustee has appointed an Official Committee of Unsecured Creditors. The Committee is represented in the case by Pachulski Stang Ziehl & Jones LLP's Bradford J. Sandler, Esq. and Jeffrey N. Pomerantz, Esq. Province, Inc. serves as financial advisor to the Committee. WIDEOPENWEST FINANCE: S&P Puts 'B' CCR on CreditWatch Negative -------------------------------------------------------------- Standard & Poor's Ratings Services said it placed its ratings, including the 'B' corporate credit rating, on Englewood, Colo.-based WideOpenWest Finance LLC on CreditWatch with negative implications. "The CreditWatch placement follows the company's weaker-than-expected operating and financial performance and ongoing free operating cash flow deficits in 2014 due to aggressive competition in its markets and rising programming expense, which is pressuring the video margin," said Standard & Poor's credit analyst Eric Nietsch. WOW sold certain systems in South Dakota for $262 million in a transaction that closed on Sept. 30, 2014. The company has 12 months from the closing date to reinvest the proceeds or repay debt, although it is possible that the transaction may ultimately result in higher leverage, which was about 8x at year-end 2014, given the loss of about $32 million of EBITDA (40% margin) from these properties. Despite the likely elimination of one-time integration-related expenses, S&P believes the company will be challenged to maintain leverage below 7.5x on a sustained basis given the ongoing FOCF deficits and increasing competition from incumbent cable providers, satellite TV operators, and AT&T's U-Verse product. As part of S&P's CreditWatch review, it will assess WideOpenWest's long-term business strategy including its plan to improve operating performance and profitability, over the next couple of years. S&P believes a downgrade, if any, would likely be limited to one notch. WPCS INTERNATIONAL: BlackRock Reports 4.9% Stake as of March 31 --------------------------------------------------------------- BlackRock, Inc., disclosed in an amended Schedule 13G filed with the Securities and Exchange Commission that as of March 31, 2015, it beneficially owns 852,381 shares of common stock of WPCS International Inc., which represents 4.9 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/Zw1hhj About WPCS International Incorporated WPCS -- http://www.wpcs.com/-- operates in two business segments including: (1) providing communications infrastructure contracting services to the public services, healthcare, energy and corporate enterprise markets worldwide; and (2) developing a Bitcoin trading platform. As reported by the TCR on Feb. 7, 2014, WPCS appointed Marcum LLP as its new independent registered public accounting firm. CohnReznick LLP resigned on Dec. 20, 2013. WPCS International incurred a net loss attributable to common shareholders of $11.2 million for the year ended April 30, 2014, as compared with a net loss attributable to common shareholders of $6.91 million for the year ended April 30, 2013. As of Jan. 31, 2015, the Company had $14.8 million in total assets, $14.8 million in total liabilities and a $36,000 total deficit. Marcum LLP, in New York, NY, issued a "going concern" qualification on the consolidated financial statements for the year ended April 30, 2014. The independent auditing firm noted that the Company has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. WPCS INTERNATIONAL: Issues 1,300,000 Common Shares -------------------------------------------------- WPCS International Incorporated issued 1,300,000 shares of its common stock, par value $0.0001 per share, from March 3, 2015, through April 8, 2015, according to a document filed with the Securities and Exchange Commission. The issuances on April 8, 2015, resulted in an increase in the number of shares of Common Stock outstanding by more than 5% compared to the number of shares of Common Stock reported outstanding in the Current Report on Form 8-K filed by the Company with the SEC on March 3, 2015. The Company has issued a total of 4,400,000 shares of Common Stock to holders of its Series F-1 Convertible Preferred Stock upon the conversion of shares of Series F-1 Convertible Preferred Stock. The shares of Common Stock issued upon the conversion of shares of Series F-1 Convertible Preferred Stock were issued in reliance upon the exemption from registration in Section 3(a)(9) of the Securities Act of 1933. As of April 8, 2015 the Company has 18,313,164 shares of Common Stock outstanding. About WPCS International Incorporated WPCS -- http://www.wpcs.com/-- operates in two business segments including: (1) providing communications infrastructure contracting services to the public services, healthcare, energy and corporate enterprise markets worldwide; and (2) developing a Bitcoin trading platform. As reported by the TCR on Feb. 7, 2014, WPCS appointed Marcum LLP as its new independent registered public accounting firm. CohnReznick LLP resigned on Dec. 20, 2013. WPCS International incurred a net loss attributable to common shareholders of $11.2 million for the year ended April 30, 2014, as compared with a net loss attributable to common shareholders of $6.91 million for the year ended April 30, 2013. As of Jan. 31, 2015, the Company had $14.8 million in total assets, $14.8 million in total liabilities and a $36,000 total deficit. Marcum LLP, in New York, NY, issued a "going concern" qualification on the consolidated financial statements for the year ended April 30, 2014. The independent auditing firm noted that the Company has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. ZOGENIX INC: Federated Investors Reports 12.9% Stake as of March 31 ------------------------------------------------------------------- In an amended Schedule 13G filed with the Securities and Exchange Commission, Federated Investors, Inc., Voting Shares Irrevocable Trust, John F. Donahue, et al., disclosed that as of March 31, 2015, they beneficially own 21,048,000 shares of common stock of Zogenix, Inc., which represents 12.93 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/GrKOiz About Zogenix Inc. Zogenix, Inc. (NASDAQ: ZGNX), with offices in San Diego and Emeryville, California, is a pharmaceutical company commercializing and developing products for the treatment of central nervous system disorders and pain. As of Dec. 31, 2014, Zogenix Inc. had $203 million in total assets, $148 million in total liabilities and $55.3 million in stockholders' equity. Ernst & Young LLP, in San Diego, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company's recurring losses from operations and lack of sufficient working capital raise substantial doubt about its ability to continue as a going concern. [^] BOND PRICING: For the Week From April 6 to 10, 2015 ------------------------------------------------------- Company Ticker Coupon Bid Price Maturity Date ------- ------ ------ --------- ------------- AAR Corp AIR 7.250 110.282 1/15/2022 Allen Systems Group Inc ALLSYS 10.500 34.000 11/15/2016 Allen Systems Group Inc ALLSYS 10.500 34.000 11/15/2016 Alpha Natural Resources Inc ANR 6.000 27.800 6/1/2019 Alpha Natural Resources Inc ANR 9.750 40.539 4/15/2018 Alpha Natural Resources Inc ANR 3.750 41.000 12/15/2017 Alpha Natural Resources Inc ANR 6.250 24.500 6/1/2021 Alpha Natural Resources Inc ANR 4.875 23.500 12/15/2020 Alpha Natural Resources Inc ANR 2.375 98.625 4/15/2015 Altegrity Inc USINV 14.000 37.625 7/1/2020 Altegrity Inc USINV 13.000 37.625 7/1/2020 Altegrity Inc USINV 14.000 37.625 7/1/2020 American Eagle Energy Corp AMZG 11.000 32.000 9/1/2019 American Eagle Energy Corp AMZG 11.000 39.000 9/1/2019 Arch Coal Inc ACI 7.000 25.077 6/15/2019 Arch Coal Inc ACI 7.250 23.500 6/15/2021 Arch Coal Inc ACI 9.875 28.500 6/15/2019 BPZ Resources Inc BPZR 8.500 16.500 10/1/2017 Black Elk Energy Offshore Operations LLC / Black Elk Finance Corp BLELK 13.750 76.500 12/1/2015 Caesars Entertainment Operating Co Inc CZR 10.000 20.150 12/15/2018 Caesars Entertainment Operating Co Inc CZR 10.750 25.265 2/1/2016 Caesars Entertainment Operating Co Inc CZR 12.750 19.000 4/15/2018 Caesars Entertainment Operating Co Inc CZR 6.500 34.900 6/1/2016 Caesars Entertainment Operating Co Inc CZR 5.750 36.000 10/1/2017 Caesars Entertainment Operating Co Inc CZR 10.000 17.000 12/15/2015 Caesars Entertainment Operating Co Inc CZR 10.000 18.900 12/15/2018 Caesars Entertainment Operating Co Inc CZR 5.750 12.500 10/1/2017 Caesars Entertainment Operating Co Inc CZR 10.000 20.000 12/15/2018 Caesars Entertainment Operating Co Inc CZR 10.750 25.250 2/1/2016 Caesars Entertainment Operating Co Inc CZR 10.000 20.000 12/15/2018 Caesars Entertainment Operating Co Inc CZR 10.000 19.125 12/15/2018 Cal Dive International Inc CDVI 5.000 11.000 7/15/2017 Champion Enterprises Inc CHB 2.750 0.250 11/1/2037 Chassix Holdings Inc CHASSX 10.000 5.000 12/15/2018 Chassix Holdings Inc CHASSX 10.000 8.000 12/15/2018 Chassix Holdings Inc CHASSX 10.000 8.000 12/15/2018 Colt Defense LLC / Colt Finance Corp CLTDEF 8.750 27.250 11/15/2017 Colt Defense LLC / Colt Finance Corp CLTDEF 8.750 29.000 11/15/2017 Colt Defense LLC / Colt Finance Corp CLTDEF 8.750 29.000 11/15/2017 Countrywide Home Loans Inc BAC 5.900 99.500 1/24/2018 Dendreon Corp DNDN 2.875 66.000 1/15/2016 Endeavour International Corp END 12.000 20.000 3/1/2018 Endeavour International Corp END 12.000 1.500 6/1/2018 Endeavour International Corp END 5.500 2.004 7/15/2016 Endeavour International Corp END 12.000 19.500 3/1/2018 Endeavour International Corp END 12.000 19.500 3/1/2018 Energy Conversion Devices Inc ENER 3.000 7.875 6/15/2013 Energy Future Intermediate Holding Co LLC / EFIH Finance Inc TXU 10.000 5.125 12/1/2020 Energy Future Intermediate Holding Co LLC / EFIH Finance Inc TXU 10.000 5.125 12/1/2020 Energy Future Intermediate Holding Co LLC / EFIH Finance Inc TXU 6.875 4.214 8/15/2017 Exide Technologies XIDE 8.625 1.570 2/1/2018 Exide Technologies XIDE 8.625 1.000 2/1/2018 Exide Technologies XIDE 8.625 1.000 2/1/2018 FBOP Corp FBOPCP 10.000 1.843 1/15/2009 FairPoint Communications Inc/Old FRP 13.125 1.879 4/2/2018 Fleetwood Enterprises Inc FLTW 14.000 3.557 12/15/2011 GT Advanced Technologies Inc GTAT 3.000 31.000 10/1/2017 Hartford Life Insurance Co HIG 3.915 89.500 6/15/2015 Hercules Offshore Inc HERO 8.750 31.125 7/15/2021 Hercules Offshore Inc HERO 10.250 31.500 4/1/2019 Hercules Offshore Inc HERO 8.750 32.250 7/15/2021 Hercules Offshore Inc HERO 10.250 30.750 4/1/2019 James River Coal Co JRCC 7.875 0.390 4/1/2019 James River Coal Co JRCC 3.125 0.250 3/15/2018 John Hancock Life Insurance Co MFCCN 1.410 99.875 4/15/2015 Las Vegas Monorail Co LASVMC 5.500 1.026 7/15/2019 Lehman Brothers Holdings Inc LEH 4.000 9.500 4/30/2009 Lehman Brothers Holdings Inc LEH 5.000 9.500 2/7/2009 Lehman Brothers Inc LEH 7.500 10.000 8/1/2026 MF Global Holdings Ltd MF 6.250 30.000 8/8/2016 MF Global Holdings Ltd MF 1.875 25.750 2/1/2016 MF Global Holdings Ltd MF 3.375 25.750 8/1/2018 MModal Inc MODL 10.750 10.125 8/15/2020 Magnetation LLC / Mag Finance Corp MAGNTN 11.000 47.000 5/15/2018 Magnetation LLC / Mag Finance Corp MAGNTN 11.000 46.750 5/15/2018 Magnetation LLC / Mag Finance Corp MAGNTN 11.000 46.750 5/15/2018 Milagro Oil & Gas Inc MILARG 10.500 74.000 5/15/2016 Molycorp Inc MCP 6.000 9.500 9/1/2017 Molycorp Inc MCP 3.250 8.000 6/15/2016 Molycorp Inc MCP 5.500 9.700 2/1/2018 NII Capital Corp NIHD 10.000 46.250 8/15/2016 OMX Timber Finance Investments II LLC OMX 5.540 25.125 1/29/2020 Powerwave Technologies Inc PWAV 3.875 0.125 10/1/2027 Powerwave Technologies Inc PWAV 2.750 0.125 7/15/2041 Powerwave Technologies Inc PWAV 1.875 0.125 11/15/2024 Powerwave Technologies Inc PWAV 1.875 0.125 11/15/2024 Powerwave Technologies Inc PWAV 3.875 0.125 10/1/2027 Quicksilver Resources Inc KWKA 9.125 14.900 8/15/2019 Quicksilver Resources Inc KWKA 11.000 16.000 7/1/2021 RAAM Global Energy Co RAMGEN 12.500 24.750 10/1/2015 RadioShack Corp RSH 6.750 6.000 5/15/2019 RadioShack Corp RSH 6.750 5.250 5/15/2019 RadioShack Corp RSH 6.750 94.125 5/15/2019 Sabine Oil & Gas Corp SOGC 7.250 20.900 6/15/2019 Sabine Oil & Gas Corp SOGC 9.750 15.000 2/15/2017 Sabine Oil & Gas Corp SOGC 7.500 21.000 9/15/2020 Sabine Oil & Gas Corp SOGC 7.500 20.875 9/15/2020 Sabine Oil & Gas Corp SOGC 7.500 20.875 9/15/2020 Samson Investment Co SAIVST 9.750 12.250 2/15/2020 Saratoga Resources Inc SARA 12.500 21.627 7/1/2016 Savient Pharmaceuticals Inc SVNT 4.750 0.225 2/1/2018 TMST Inc THMR 8.000 15.000 5/15/2013 Terrestar Networks Inc TSTR 6.500 10.000 6/15/2014 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 15.000 15.656 4/1/2021 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 10.500 8.375 11/1/2016 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 15.000 15.000 4/1/2021 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 10.500 7.875 11/1/2016 Trico Marine Services Inc/ United States TRMA 8.125 5.875 2/1/2013 Tunica-Biloxi Gaming Authority PAGON 9.000 62.750 11/15/2015 US Shale Solutions Inc SHALES 12.500 54.750 9/1/2017 US Shale Solutions Inc SHALES 12.500 61.499 9/1/2017 Venoco Inc VQ 8.875 42.563 2/15/2019 Vulcan Materials Co VMC 6.500 108.250 12/1/2016 Walter Energy Inc WLT 9.875 6.445 12/15/2020 Walter Energy Inc WLT 8.500 6.100 4/15/2021 Walter Energy Inc WLT 9.875 5.750 12/15/2020 Walter Energy Inc WLT 9.875 5.750 12/15/2020 ********* 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 ***