/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/150529.mbx T R O U B L E D C O M P A N Y R E P O R T E R Friday, May 29, 2015, Vol. 19, No. 149 Headlines 22 FISKE PLACE: Voluntary Chapter 11 Case Summary 315 W 35TH: Proposes to Sell New York Building 800 BUILDING: Plans June 8 Auction to Top $20.7-Mil. Bid AAR CORP: Moody's Withdraws Ba3 Ratings ALTICE US: Moody's Assigns 'B3' Corporate Family Rating ALVION PROPERTIES: Files Ch. 11, Says Property Worth $5.9 Billion AMEREJUVE INC: Court Declines to Terminate Chapter 11 Trustee AMERICAN EAGLE: Files Schedules of Assets and Liabilities AMERICAN EAGLE: Proposes July 29 Auction of Assets AMERICAN EAGLE: Section 341(a) Meeting Slated for June 15 AMERICAN EAGLE: US Trustee Forms 7-Member Creditor's Committee AMERICAN ENERGY PERMIAN: S&P Rates New $295MM Secured Notes CCC+ AMERICAN ENERGY WOODFORD: S&P Cuts CCR to CC on Debt Exchange ANGLO IRISH: Bankruptcy Court Okays Sept. 11 Auction APPLIED MINERALS: Kingdon Capital Holds 5.6% Stake as of Dec. 31 ARCH COAL: Taps Restructuring Advisers Amid Debt ARCHDIOCESE OF ST. PAUL: Aug. 3 Set as Proofs of Claims Bar Date ARCHDIOCESE OF ST. PAUL: Plan Filing Exclusivity Expires November ATP OIL & GAS: Omega Natchiq Suit v. Infrastructure Dismissed AZIZ CONVENIENCE: Wick Phillips Okayed as Transactional Counsel BATE LAND: Joseph N. Callaway Okayed to Mediate Disputes with BLC BEVERLEY WILSON: Suit v. Moss Dismissed for Failure to Prosecute BG MEDICINE: Noubar Afeyan Reports 15.5% Stake as of May 12 BIRMINGHAM COAL: Case Summary & Largest Unsecured Creditors BIRMINGHAM COAL: In Ch. 11, Seeks Approval of First Day Motions BIRMINGHAM COAL: Proposes Jones Walker as Counsel BIRMINGHAM COAL: Seeks to Use Regions' Cash Collateral BTB CORPORATION: Hires Alexis Fuentes-Hernandez as Counsel CAESARS ENTERTAINMENT: Has Until Nov. 15 to File Plan CANBRIAM ENERGY: Moody's Rates $100MM Unsec. Add-on Notes 'Caa1' CENTRAL FALLS, RI: Moody's Hikes 2007 GO Bonds Rating to 'Ba2' CHARTER COMMUNICATIONS: Moody's Reviews 'Ba3' CFR for Upgrade CHESAPEAKE ENERGY: S&P Retains 'BB+' Rating on Sr. Unsecured Debt CJB HOLDING & TRUST: Voluntary Chapter 11 Case Summary CLOUDEEVA INC: First Tek's $7.55M Bid Wins April Auction CONGREGATION BIRCHOS: Court Sets June 19 as Claims Bar Date CRYOPORT INC: Amends 1.9 Million Common Shares Prospectus CUE & LOPEZ: Court Won't Close Bankr. Case Just Yet DAE AVIATION: S&P Puts 'B' CCR on CreditWatch Negative DARLING INGREDIENTS: Moody's Alters Ratings Outlook to Negative DEWEY & LEBOEUF: Prosecutor Alleges Defunct Firm Cooked Books DISTRICT AT MCALLEN: Wants Court to Abate Decision on Petition DORAL FINANCIAL: Judge Approves Sale of Insurance Unit EASTERN HILLS: Texas Judge Closes Chapter 11 Bankruptcy Case EL PASO CHILDREN'S HOSPITAL: Has Interim OK to Use Cash EL PASO CHILDREN'S HOSPITAL: Patient Info Privacy Protocol OK'd ENDICOTT INTERCONNECT: Court Dismisses EI Transportation's Case EQUESTRIAN PROPERTY: Case Summary & 10 Top Unsecured Creditors ERNESTO MELENDEZ-PEREZ: Awarded $15,641 in Damages ERNESTO MELENDEZ-PEREZ: Chapter 11 Plan Confirmed FAMILY CHRISTIAN: Seeks Oct. 9 Extension of the Plan Filing Date FL 6801 SPIRITS: Wins Confirmation of Full-Payment Plan FREESEAS INC: Has Deal for Financing of Vessel Acquisition FTS INTERNATIONAL: S&P Lowers CCR to 'B-', Outlook Stable GARLOCK SEALING: Settles Asbestos Claims; File Reorganization Plan GASTAR EXPLORATION: Moody's Alters Outlook to Stable GENERAL MOTORS: Bankr. Judge Grants Stay of Ignition Switch Suits GOLD RIVER: Court Approves Keller Williams as Real Estate Broker GOLDEN LAND: Judge Set to Confirm Sale-Based Plan GREEN AUTOMOTIVE: Appoints 2 Directors to Board GREEN PLAINS: Moody's Affirms 'B2' Corporate Family Rating HERCULES OFFSHORE: Stockholders Elect 2 Class I Directors HORIZON LINES: Has 40.7 Million Outstanding Common Stock HORNED DORSET: Proposes General Manager as Representative ICP STRATEGIC: Liquidators Sue Barclays for $80-Mil. IMRIS INC: Expects to Complete Sale in Late Summer IMRIS INC: Files for Ch. 11 with Deal to Sell to Deerfield IMRIS INC: Proposes Key Employee Retention Plan IMRIS INC: Wants Until July 24 to File Schedules & Statements INTELLIPHARMACEUTICS INT'L: Gets FDA Fast Track Designation INTELLIPHARMACEUTICS INT'L: Plans to Buy Real Property in Canada INTERNET BRANDS: New $100MM Loan No Impact on Moody's Ratings IT LLC: Chapter 7 Case Dismissed Due to Unauthorized Filing JAGUAR MINING: Amends 2014 Fiscal Year Report JAMES GALLAGHER INC: Voluntary Chapter 11 Case Summary JAMMIN JAVA: Squar Milner Expresses Going Concern Doubt KAREN MILLER: Confirmation of Third Amended Plan Denied KARMALOOP INC: Names Seth Haber as CEO KASPER LAND: Court Enters Final Decree Closing Case KEMET CORP: Enters Into Third Supplemental Indenture KENNETH RODERICK ANDERSON: 10th Cir. Won't Hear Appeal KIOR INC: Parties Question Viability of Reorganization Plan KNOLL INC: S&P Affirms 'BB' CCR, Outlook Stable LAND O' LAKES: Fitch Assigns 'BB' Rating on Jr. Sub. Securities LIBERTY HARBOR: Court Confirms Reorganization Plan LIFE PARTNERS: Ch. 11 Trustee Proposes Sept. 30 Claims Bar Date LIFE PARTNERS: Units' Cases Jointly Administered with Parent LIGHTSQUARED INC: Harbinger Suit Against Ergen et al. Tossed LONESTAR GEOPHYSICAL: Employs McAfee & Taft as Ch. 11 Counsel LONESTAR GEOPHYSICAL: Seeks to Use Frontier State Cash Collateral MICRO HOLDING: S&P Retains 'B' Rating on First-Lien Term Loan MMRGLOBAL INC: RHL Group Buys 40 Million Common Shares MOTORS LIQUIDATION: Has $944 Million Net Assets in Liquidation NEW YORK LIGHT ENERGY: Case Summary & 20 Top Unsecured Creditors NEW YORK LIGHT ENERGY: Files Schedules of Assets & Debt NEW YORK LIGHT ENERGY: Seeks to Pay $300,000 to Critical Vendors NEW YORK LIGHT ENERGY: Solar Arrays Installer in Chapter 11 NEWSAT LIMITED: Forfeits Rights to Lockheed Martin Satellite NORCRAFT COMPANIES: Moody's Withdraws 'B2' Corporate Family Rating NORTEL NETWORKS: Says U.S. Creditors Shafted in $7B Allocation Plan NUVERRA ENVIRONMENTAL: S&P Affirms 'B-' CCR, Outlook Stable ONE LCR: Case Summary & 13 Largest Unsecured Creditors OPTIM ENERGY: Blackstone Questions "Deemed Acceptance" in DS Order ORANGE LAKE CONSTRUCTION: Case Summary & 3 Top Unsec. Creditors PATRIOT COAL: Can File Schedules and Statements Until June 26 PERVASIP CORP: Rosenberg Rich Expresses Going Concern Doubt PREGIS HOLDING: S&P Affirms 'B' CCR, Outlook Stable PTC SEAMLESS: Taps Candlewood as Investment Banker QOL MEDS: S&P Affirms 'B' CCR Then Withdraws Rating on Merger QUANTUM FUEL: Stockholders Elect 2 Directors REGINA FOSTER: Bankruptcy Court's Denial of Conversion Bid Upheld RESIDENTIAL FUNDING: Motion to Strike Partially Granted SABLE NATURAL: Posts $2.1 Million Net Loss in First Quarter SANCHEZ ENERGY: Moody's Alters Outlook to Stable, Affirms B2 CFR SCRIPT RELIEF: S&P Withdraws 'B+' Rating on $205MM Sr. Sec. Loan SMS PROMOTIONS: 50 Cent's Boxing Promotion Co. Files for Bankruptcy SNOWFLAKE COMMUNITY: Seeks to Employ Lewis Roca as Ch. 11 Counsel SPANISH BROADCASTING: PlusTick Holds 5.7% of Class A Shares SPENDSMART NETWORKS: Sells 1 Unit to Accredited Investor STEVEN SANN: Judge Converts Bankruptcy Case to Chapter 7 SUN BANCORP: Stockholders Elect 11 Directors to Board SUN BANCORP: To Issue 1.4 Million Shares Under Incentive Plan TEMPLE UNIVERSITY: Fitch Affirms 'BB+' Rating on 2 Notes TOPS HOLDING: Commences Tender Offer of $460M 8.875% Notes TOPS HOLDING: Commences Tender Offer of $50M Notes Due 2018 TOPS HOLDING: Moody's Rates New $550MM Sr. Secured Notes 'B3' TOPS HOLDING: Plans to Offer $550 Million Senior Notes Due 2022 TOPS HOLDING: S&P Affirms 'B' CCR, Outlook Stable TRACK GROUP: Changes Ticker Symbol to TRCK U.S. SHIPPING CORP: S&P Hikes CCR to 'B' on Improved Finc'l Profile UMED HOLDINGS: Posts $567K Net Loss for March 31 Quarter UNITEK GLOBAL: Stay Lifted; "Butler" FLSA Suit to Proceed UNIVERSAL HEALTH CARE: Liquidating Plan Conditionally Confirmed UNIVERSAL HEALTH: Ch. 11 Trustee Proposes Sale of AMC IT Equipment USA SYNTHETIC: Files Schedules of Assets and Liabilities VARSITY BRANDS: New $50MM Debt Add-On No Impact on Moody's Ratings VIRTUAL PIGGY: Names Gerald Hannahs as Director VISANT CORP: Moody's Lowers CFR to Caa1, Outlook Stable VISUALANT INC: Granted Eighth Patent on ChromaID Technology WARREN RESOURCES: Franklin Backs $250-Mil. Refinancing Deal WARREN RESOURCES: S&P Lowers Corp. Credit Rating to 'SD' WBH ENERGY: Castlelake Wins Terms for Stay Relief WELLCARE HEALTH: S&P Assigns 'BB' Rating on $300MM Add-On WELLNESS INT'L: Supreme Court Backs Power of Bankruptcy Judges WOUND MANAGEMENT: Files Amendment to 2014 Financials YELLOWSTONE MOUNTAIN: High Court Refuses to Hear Founder's Appeal [*] Beth E. Hanan Named U.S. Bankruptcy Judge in Wisconsin [*] ESBA Served as Financial Advisor to Dilworth Inn [*] ESBA's Michael DuFrayne Receives CTP Certification from TMA [*] U.S. Bankruptcy Judge Thomas B. Bennett Stepping Down [^] BOOK REVIEW: The Story of The Bank of America ********* 22 FISKE PLACE: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: 22 Fiske Place, LLC 20 East 49th Street, #4D New York, NY 10017 Case No.: 15-11410 Nature of Business: Single Asset Real Estate Chapter 11 Petition Date: May 28, 2015 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Judge: Hon. Shelley C. Chapman Debtor's Counsel: Scott S. Markowitz, Esq. TARTER KRINSKY & DROGIN LLP 1350 Broadway, 11th Floor New York, NY 10018 Tel: (212) 216-8000 Fax: 212-216-8001 Email: smarkowitz@tarterkrinsky.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Nick Gordon, managing member. The Debtor did not include a list of its largest unsecured creditors when it filed the petition. 315 W 35TH: Proposes to Sell New York Building ---------------------------------------------- 315 W 315th Associates LLC asks the U.S. Bankruptcy Court for the Southern District of New York to approve bidding procedures governing the sale of its real property located in 315 West 35th Street, in New York. M. David Graubard, Esq., at Kera & Graubard, in New York, says the Debtor proposes to sell the Property pursuant to Section 363 of the Bankruptcy Code, free and clear of all liens, with all liens and encumbrances to attach to the proceeds of sale. Mr. Graubard believes that the Property has significant value and since the filing of the Chapter 11 case, the Debtor has received offers ranging from $33,000,000 to $44,000,000. Mr. Graubard adds that since the sale would be subject to higher and better offers at the auction sale to be held before the Court on or about June 26, 2015, the Debtor proposes to hold an auction sale with an upset price of $35,000,000. The bidding procedures and conditions of sale include: (a) the Property will be sold (i) "as is" and "whereas" with no representations, legal or equitable, of any kind and (ii) with all liens, claims and encumbrances, and other interests to attach to the proceeds of the sale; (b) At the Auction, any person or entity, including the original purchaser, intending to bid for the Property is required to submit a certified check equal to 20% of the offer, which is non-refundable should the Offeror become the successful bidder and then fail to close for any reason, with the Debtor reserving all other rights and remedies; (c) the balance of the purchase price of the Property shall be paid by the successful Offeror by a certified or bank check payable to "Kera & Graubard, as attorneys" at the closing; (d) all offers made at the sale will remain open and irrevocable until thirty days after entry of an order approving the sale. In the event the order approving the sale is subject to a stay of the Court, the offer will remain open until the time as either the stay is vacated or the order becomes a final order, whichever is earlier; (e) the successful Purchaser must execute a Memorandum of Sale, and the closing will take place within 30 days after entry of the order approving the sale to the successful bidder or at such other time as the Debtor and the Purchaser may agree. A hearing to approve the sale will be held a few days later, if necessary before the Honorable Stuart M. Berstein, U.S. Bankruptcy Judge; and all bidders, who must pay no less than 20% of the final offer at the Auction, must include evidence satisfactory to the Debtor of that bidder's financial ability to close a purchase of the Property unless the Debtor directs otherwise. If a bid is made more than two business days prior to the Auction, the Debtor will notify the bidder within two business days of receipt whether the bid, including the 20% deposit and evidence of the bidder's financial ability to close, is a qualifying bid, or whether additional evidence is required. 315 W 35th Associates LLC is represented by: M. David Graubard, Esq. KERA & GRAUBARD 240 Madison Avenue, 7th fl New York, NY 10016 Telephone: (212) 681-1600 Email: dgraubard@keragraubard.com About 315 W 35th Associates   315 W 35th Associates LLC, owner of a parcel of real estate located at 315 West 35th Street, New York, sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 15-10877) on April 8, 2015.  The Debtor, a Single Asset Real Estate, says the property is worth $40 million. Its liabilities total $30.7 million.   The Debtor tapped M. David Graubard, Esq., at Kera & Graubard, in New York, as bankruptcy counsel.  According to the docket, the Debtor's Chapter 11 plan and disclosure statement are due Aug. 6, 2015. 800 BUILDING: Plans June 8 Auction to Top $20.7-Mil. Bid -------------------------------------------------------- Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, report that The 800 Building, the 246-unit residential high-rise in downtown Louisville, Kentucky, will go to auction on June 8 if there's an offer to top the $20.65 million lead bid from Village Green Development Holding LLC. The report said time is of the essence to complete the sale, according to the parties, because the lead bidder's financing commitment expires June 15 and the building owner will be required to pay a $500,000 fee if its first-lien debt isn't repaid by June 30. About The 800 Building The 800 Building, LLC, owns and operates two adjacent but related rental properties in downtown Louisville, Kentucky: (a) a 246-unit residential apartment building known as The 800 Building, with a street address of 800 South 4th Street; and (b) a 48-slot parking garage, with a street address of 820 South 4th Street. The 800 Building is a 29-story, 290-foot skyscraper built in 1963. The company acquired The 800 Building in 2002 for $5.5 million and renovated the building in 2004. The company is owned by Leon and Helen Petcov and is managed by Leon Petcov. The 800 Building, LLC, sought Chapter 11 protection (Bankr. N.D. Ill. Case No. 15-17314) in Chicago, Illinois, on May 15, 2015. The case is assigned to Judge Pamela S. Hollis The Debtor tapped Phillip W. Nelson, Esq., at Locke Lord LLP, in Chicago, as counsel. AAR CORP: Moody's Withdraws Ba3 Ratings --------------------------------------- Moody's Investors Service has withdrawn all the ratings of AAR Corp. The company's rated debts have been repaid. Ratings withdrawn: Outlook Actions: Issuer: AAR CORP. -- Outlook, Changed To Rating Withdrawn From Stable Withdrawals: Issuer: AAR CORP. -- Probability of Default Rating, Withdrawn, previously rated Ba3-PD -- Speculative Grade Liquidity Rating, Withdrawn, previously rated SGL-2 -- Corporate Family Rating, Withdrawn, previously rated Ba3 AAR Corp., headquartered in Wood Dale, Illinois, is a diversified provider of parts and services to the worldwide aviation and aerospace/defense industry. Revenues over the twelve months ended February 28, 2015 were $1.9 billion. ALTICE US: Moody's Assigns 'B3' Corporate Family Rating ------------------------------------------------------- Moody's Investors Service assigned a B3 corporate family rating to Altice US Holding I S.a.r.l., following its announcement that subsidiaries of the company will purchase a 70% equity interest in Cequel Corp. for approximately $3.4 billion. The transaction values Cequel at $9.2 billion, or approximately 10x EBITDA. Altice US is a wholly owned subsidiary of Altice S.A. which will raise debt at newly formed subsidiaries in advance of the Cequel purchase and hold the proceeds in escrow until deal close. To finance the acquisition, Altice US will issue $2.2 billion of new subsidiary debt consisting of $1.1 billion of new senior secured notes issued by Altice US Finance I Corporation ("the secured notes"), $300 million of senior unsecured notes issued by Altice US Finance II Corporation ("the unsecured notes"), $320 million of unsecured notes issued by Altice US Financing S.A. ("the holdco notes") and $500 million of seller notes issued by the minority shareholders. Moody's has assigned a Ba3 (LGD-2) rating to the secured notes and a Caa1 (LGD-5) rating to the unsecured notes. The holdco notes and seller notes will not be rated at this time. The outlook is stable. On May 20th, Moody's placed the ratings for Cequel Communications Holdings I, LLC ("Cequel") under review for downgrade, including Cequel's B1 CFR, B1-PD PDR, B3 unsecured notes rating and Ba2 secured credit facility. Altice US will seek a consent from existing Cequel creditors to waive the change of control provisions in the existing debt agreements. If the company is successful and the transaction closes as proposed, Moody's is likely to lower Cequel's CFR two notches to B3, its unsecured bonds one notch to Caa1 and the secured credit facility one notch to Ba3, in line with the two similar classes of debt rated. The structurally junior, unrated seller notes and holdco notes provide a new layer of junior capital to the proposed structure, limiting the downgrade of the secured and unsecured notes to one notch. At close, the escrow financing entity (Altice US) rated will be merged with and into the existing Cequel entities and the Altice US CFR will be withdrawn. Assignments: Issuer: Altice US Holding I S.a.r.l. -- Probability of Default Rating, Assigned B3-PD -- Corporate Family Rating, Assigned B3 Issuer: Altice US Holding I S.a.r.l. -- Outlook, Assigned Stable Issuer: Altice US Finance I Corporation -- Senior Secured Regular Bond/Debenture (Foreign Currency), Assigned Ba3, LGD2 Issuer: Altice US Finance II Corporation -- Senior Unsecured Regular Bond/Debenture (Foreign Currency), Assigned Caa1, LGD5 The B3 CFR reflects the company's very high leverage, its limited free cash flow and the parent company's aggressive financial policy. Pro forma for the transaction and excluding any proposed synergies, Cequel's total consolidated leverage will be approximately 8x debt to EBITDA (Moody's adjusted, and including seller notes), which creates risk for a company in a capital intensive, competitive industry. Offsetting these limiting factors are Cequel's stable market position with a strong base of network assets and limited competition within its footprint other than telco DSL. Notwithstanding the maturity of the core video product, the relative stability of the subscription business provides steady cash flow, and the high quality of Cequel's network positions it well to achieve growth in its residential and commercial businesses despite escalating competition. The company's penetration lags behind industry averages, but Moody's expects its high speed data and phone growth to continue to exceed most peers and views the planned infrastructure upgrade investment as a credit positive use of cash that will help Cequel maintain and grow market share. Altice plans to aggressively cut costs at Cequel, with targeted productivity improvements and headcount reductions which aim to produce substantial headcount-related cost savings. Moody's believes that the cost reductions are possible, but that the company may risk its market position if service quality deteriorates. In general, Moody's believes that Cequel has been a well-run cable company and that the opportunity to dramatically reduce operating expense may be difficult or result in operational disruption. However, Cequel's end markets are less competitive relative to the overall US cable industry, which may insulate Altice from market share erosion in the near term. Over a longer time frame, Moody's believes that aggressive cost reductions will lead to a weakened competitive position or invite regulatory scrutiny. Altice's ability to dramatically improve profitability in such a short timeframe is unproven in this environment. This results in credit weakness, especially when combined with very high financial risk. Moody's would consider an upgrade of Altice's CFR if leverage were to be sustained below 7x amidst market share and good liquidity. Moody's could downgrade Altice US if market share or liquidity deteriorate or if leverage rises meaningfully. Headquartered in St. Louis, Missouri, and doing business as Suddenlink Communications, Cequel Communications Holdings I, LLC (Cequel) serves approximately 1.4 million residential and 90 thousand commercial customers. The company provides digital TV, high-speed Internet and telephone services to consumers and businesses and generated revenues of approximately $2.3 billion for the twelve months ended March 31. BC Partners, CPP Investment Board and certain members of Cequel's executive management acquired Cequel in November 2012. The principal methodology used in these ratings was Global Pay Television - Cable and Direct-to-Home Satellite Operators published in April 2013. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Altice S.A. is a Luxembourg-based holding company, which through its subsidiaries Numericable-SFR S.A. and Altice International S.a.r.l operates a multinational telecommunications and cable business. Numericable-SFR operates in France while Altice International currently has a presence in four regions -- Dominican Republic, Israel, Western Europe and the French Overseas Territories. Altice S.A. is controlled indirectly by French entrepreneur Patrick Drahi. ALVION PROPERTIES: Files Ch. 11, Says Property Worth $5.9 Billion ----------------------------------------------------------------- Alvion Properties, Inc., in the business of mining coal and business stone, sought Chapter 11 bankruptcy protection (Bankr. S.D. Ill. Case No. 15-40462) in Benton, Illinois, on May 14, 2015, without stating a reason. The Debtor disclosed in an exhibit attached to the petition that as of Aug. 31, 2012, it had liabilities of $2.71 million against $5.90 billion in assets, which it says is the market value of 4,513 acres of minerals and 1,294 acres of owned fee simple in Scott County, Virginia. In its official schedules of asset and liabilities, the Debtor disclosed that the property has a current value of $1 billion, and secures a $1.60 million debt to Farmers State Bank: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $1,000,000,000 B. Personal Property $1,007,000 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $15,456,273 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-priority Claims $0 ----------- ----------- TOTAL $1,001,007,000 $2,653,528 Farmers State Bank has commenced foreclosure proceedings (CL13-13) against the Debtor in Scott County, Virginia. Shirley Karnes Medley, who serves as president, owns 50% of the stock while Harold Mr. Reynolds, who sits as secretary and treasurer, owns the remaining 50%. The Debtor said in its statement of financial affairs that it didn't generate income from the property during the past two years. The bankruptcy case is assigned to Judge Laura K. Grandy. The Court has yet to set a general bar date for filing proofs of claim. The deadline for governmental units to file claims is Nov. 10, 2015. The Debtor tapped Douglas A Antonik, in Mt. Vernon, Illinois, as counsel. A copy of the SALs and SOFA filed together with the Chapter 11 petition is available for free at: http://bankrupt.com/misc/ilsb15-40462_SAL.pdf AMEREJUVE INC: Court Declines to Terminate Chapter 11 Trustee ------------------------------------------------------------- Chief Bankruptcy Judge Jeff Bohm in Houston denied the motions relating to the appointment of a Chapter 11 Trustee that were filed by the debtor's president in the case captioned In re: Amerejuve, Inc., Chapter 11, Debtor, CASE NO. 14-35482 (Bankr. S.D. Tex.) Morteza Naghavi, Amerejuve, Inc.'s president and majority shareholder, filed (1) a Motion to Modify or Amend Findings of Fact and Conclusions of Law Regarding Order Directing Appointment of a Chapter 11 Trustee; and (2) a Motion to Modify or Amend the Order Directing Appointment of a Chapter 11 Trustee. In his April 29, 2015 memorandum opinion which is available at http://is.gd/tnQ4KWfrom Leagle.com, Judge Bohm held that Naghavi deceived his fellow shareholders, the Internal Revenue Service and Amerejuve's employees by using his powers as president to embezzle the funds for Amerejuve's payroll taxes instead of timely paying them to the IRS. Even granting that Naghavi did not commit embezzlement and was not dishonest, he exhibited gross mismanagement and incompetence in failing to ensure that Amerejuve paid its payroll taxes. For these reasons, Judge Bohm denied all relief requested by Naghavi, and declined to terminate the trustee's appointment. About Amerejuve, Inc. An involuntary Chapter 11 petition (Bankr. S.D. Tex. Case No. 14-35482) was filed on October 6, 2014, by three creditors against Amerejuve, Inc., a privately-held company in Houston. Lionel M. Schooler, Esq., at Jackson Walker LLP, served as counsel to the petitioning creditors. In response, Morteza Naghavi, Amerejuve's president and majority shareholder authorized the filing of a voluntary Chapter 11 petition (Bankr. S.D. Tex. Case No. 14-36301) on November 12, 2014. The Hon. Karen K. Brown presides over the case. The Law Office of Margaret M. McClure serves as counsel to the Debtor. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The parties that filed the involuntary petition then filed a motion to appoint a trustee under Section 1104 of the Bankruptcy Code. The court granted the motion and since then, the trustee has been in control of Amerejuve's assets and operations. AMERICAN EAGLE: Files Schedules of Assets and Liabilities --------------------------------------------------------- American Eagle Energy Corporation filed with the U.S. Bankruptcy Court for the District of Colorado its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $0 B. Personal Property $21,980,687 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $181,517,689 E. Creditors Holding Unsecured Priority Claims F. Creditors Holding Unsecured Non-priority Claims $12,086,524 ------------ ------------ TOTAL $21,980,687 $193,604,113 A copy of the Debtor's Schedules is available for free http://is.gd/eHkyzm 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. American Eagle Energy Corporation and its wholly-owned subsidiary, AMZG, Inc., filed on May 8, 2015, voluntary petitions (Bankr. D. Colo., Case No. 15-15073). The case is assigned to Judge Howard R. Tallman. The Debtors are represented by Elizabeth A. Green, Esq., at Baker & Hostetler LLP, in Orlando, Florida. On May 13, 2015, Judge Tallman granted the Debtors' request for joint administration. AMERICAN EAGLE: Proposes July 29 Auction of Assets -------------------------------------------------- American Eagle Energy Corporation and its affiliate, AMZG, Inc, filed a motion asking the U.S. Bankruptcy Court for the District of Colorado to schedule an auction of substantially all of their assets on July 29, 2015. According to the Debtors' counsel, Elizabeth A. Green, Esq., at Baker & Hostetler LLP in Orlando, Florida, the Debtors and an ad hoc group of holders of the 11.0% Senior Secured Notes due 2019 issued by American Eagle and guaranteed by AMZG are currently negotiating an asset purchase agreement, which will be filed on or before June 5. To participate in the sale process, each potential bidder must on or before July 24 submit a bid that includes a purchase price for the assets, plus $250,000 in cash. If a qualified bid, other than the stalking horse bid, is timely received, an auction will be conducted on July 29. If no qualified bid is timely received, an auction will not be held and the Debtors will proceed to sell the assets to the stalking horse. Ms. Green asserts that the Debtors, in consultation with the Ad Hoc Group, have determined that a full and open marketing of their assets is in the best interests of the estate and its creditors. The Debtors have worked closely with their investment bankers to develop the Proposed Bidding Procedures, which the Debtors believe will promote a fulsome marketing and sale process that attracts bids from potential strategic and financial buyers. Ms. Green believes that the marketing and sale process set forth in the Proposed Bidding Procedures provides the Debtors with the best means of maximizing the value of their assets for the benefit of creditors. The Debtors are represented by: Elizabeth A. Green, Esq. Jimmy D. Parrish, Esq. Lars Fuller, Esq. BAKER & HOSTETLER LLP Sun Trust Center, Suite 2300 Post Office Box 112 Orlando, FL 32802-0112 Telephone: (407)649-4000 Facsimile: (407)841-0168 Email: egreen@bakerlaw.com jparrish@bakerlaw.com lfuller@bakerlaw.com About American Eagle Energy 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.   American Eagle Energy Corporation and its wholly-owned subsidiary,  AMZG, Inc., filed on May 8, 2015, voluntary petitions (Bankr. D. Colo., Case No. 15-15073). The case is assigned to Judge Howard R.  Tallman. The Debtors are represented by Elizabeth A. Green, Esq.,  at Baker & Hostetler LLP, in Orlando, Florida.  AMERICAN EAGLE: Section 341(a) Meeting Slated for June 15 --------------------------------------------------------- The U.S. Trustee for Region 19 will convene a meeting of creditors of American Eagle Energy Corporation and AMZG Inc. on June 15, 2015 at 9:30 a.m. at 341 Byron Rogers Room C. 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 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 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. American Eagle Energy Corporation and its wholly-owned subsidiary, AMZG, Inc., filed on May 8, 2015, voluntary petitions (Bankr. D. Colo., Case No. 15-15073). The case is assigned to Judge Howard R. Tallman. The Debtors are represented by Elizabeth A. Green, Esq., at Baker & Hostetler LLP, in Orlando, Florida. On May 13, 2015, Judge Tallman granted the Debtors' request for joint administration. AMERICAN EAGLE: US Trustee Forms 7-Member Creditor's Committee -------------------------------------------------------------- Patrick S. Layng, U.S. Trustee for Region 6, appointed seven creditors to serve on the Official Committee of Unsecured Creditor for the Chapter 11 bankruptcy cases of American Eagle Energy Corporation and AMZG, Inc. The members of the Committee are: a) Halliburton Energy Services, Inc. Attn: Sharon Gurule 1125 17th Street, Suite 1900 Denver, CO 80202 Tel: (303) 571-8249 email: sharon.gurule@halliburton.com b) Precision Completion & Production Services, Ltd. Attn: Shelley Hutchinson Eight Avenue Place Suite 800, 525 – 8th Avenue S.W. Calgary, Alberta, Canada T2P 161 Tel: (403) 716-4670 Fax: (403) 716-4919 email: shutchinson@precisiondrilling.com c) Nabors Drilling USA, LP Attn: Lauri McDonald 515 W. Greens Road Houston, TX 77067 Tel: (281) 775-8175 Fax: (281) 775-4375 email: lauri.mcdonald@nabors.com d) Super Heaters North Dakota, LLC Attn: Jack Daniel Shurden 10260 Westheimer, Ste. 460 Houston, TX 77042 Tel: (713) 952-5533 Fax: (832) 200-1286 email: danny@phoenixservices.biz e) Schlumberger Technology Corporation Attn: Linda Dutil 1675 Broadway, Ste. 900 Denver, CO 80202 Tel: (303) 352-1423 email: LDutil@slb.com f) Portal Service Company c/o Tom Kim, r2 advisors llc 1350 17th Street, Suite 206 Denver, CO 80202 Tel: (303) 865-8460 Fax: (303) 942-7385 email: tkim@r2llc.com g) Baker Hughes Oilfield Operations Attn: Christopher J. Ryan 2929 Allen Parkway, Suite 2100 Houston, TX 77019 Tel: (713) 439-8771 Fax: (713) 439-8778 email: chris.ryan@bakerhughes.com Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at a debtor's expense. They may investigate the debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. 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. American Eagle Energy Corporation and its wholly-owned subsidiary, AMZG, Inc., filed on May 8, 2015, voluntary petitions (Bankr. D. Colo., Case No. 15-15073). The case is assigned to Judge Howard R. Tallman. The Debtors are represented by Elizabeth A. Green, Esq., at Baker & Hostetler LLP, in Orlando, Florida. On May 13, 2015, Judge Tallman granted the Debtors' request for joint administration. AMERICAN ENERGY PERMIAN: S&P Rates New $295MM Secured Notes CCC+ ---------------------------------------------------------------- Standard & Poor's Ratings Services said it assigned its 'CCC+' issue-level rating and '5' recovery rating to Oklahoma City-based oil and gas exploration and production company American Energy – Permian Basin LLC's proposed $295 million second-lien secured notes due 2020. The '5' recovery rating indicates S&P's expectation of modest (10% to 30%, lower half of the range) recovery in the event of a payment default. S&P expects the co-issuer of the notes to be AEPB Finance Corp. S&P is maintaining its 'B-' corporate credit rating and negative outlook on the company. The company plans to use the proceeds from the proposed notes to repay a portion of the borrowings under its $1 billion revolving credit facility, with a borrowing base of $450 million, and a draw cap of $400 million (pro forma for the proposed notes). As of May 26, 2015, $400 million was outstanding on the facility. The 'B-' corporate credit rating on American Energy – Permian Basin (AEPB) reflects S&P's view of the company's "weak" business risk profile, "highly leveraged" financial risk profile, and "less than adequate" liquidity, as defined in S&P's criteria. The ratings incorporate the company's small proved reserve base, significant geographic concentration, and high proved undeveloped ratio, as well as its aggressive capital spending and growth plans. The ratings also reflect S&P's view of the company's currently high leverage, its expectation that leverage will improve in 2017 as oil prices recover, good hedging position in 2015, and financial sponsor ownership. Although the proposed notes issuance will support liquidity over the next six to 12 months, S&P estimates the company's aggressive capital spending plans will require additional external capital in 2016. S&P's recovery analysis on AEPB includes these assumptions: -- It has assigned a 'CCC+' issue level rating and '5' recovery rating to AEPB's proposed $295 million second-lien secured notes due 2020. -- There are no changes to S&P's 'B+' issue-level rating and '1' recovery rating on the company's $1 billion revolving credit facility, or to S&P's 'CCC' issue-level ratings and '6' recovery ratings on the company's senior unsecured notes and exchangeable junior subordinated notes issued by parent company American Energy Permian Holdings (AEPH). -- Standard & Poor's simulated default for AEPB assumes a sustained period of low commodity prices, consistent with past defaults in this sector. -- S&P assumes the draw on the company's borrowing base is limited to $400 million at default. -- S&P bases its enterprise value on a company-provided PV10 report based on proved reserves using its recovery price deck assumptions of $50 per barrel for WTI crude oil, $3.50 per million British thermal units for Henry Hub natural gas, and natural gas liquids at the company's historical percentage realization to WTI. -- The exchangeable junior subordinated notes issued by AEPH do not benefit from upstream subsidiary guarantees from AEPB and its subsidiaries; consequently S&P expects the claims on the convertible notes to be structurally subordinated to the claims on the debt at AEPB and its subsidiaries in a default scenario. Simulated default assumptions: -- Simulated year of default: 2017 Simplified waterfall: -- Net enterprise value (after 7% administrative costs): $455 million -- Valuation split in % (obligors/nonobligors): 100/0 -- Value available to first-lien debt claims: $455 million -- Secured first-lien debt claims: $410 million --Recovery expectations: 90% to 100% -- Total value available to second lien claims: $45 million -- Second lien debt: $310 million --Recovery expectations: 10% to 30% (lower half of the range) -- Total value available to unsecured claims: $0 -- Senior unsecured debt: $1.66 billion --Recovery expectations: 0% to 10% -- Total value available to structurally subordinated claims: $0 -- Structurally subordinated debt: $535 million --Recovery expectations: 0% to 10% Notes: All debt amounts include six months of prepetition interest. RATINGS LIST American Energy – Permian Basin LLC Corporate credit rating B-/Negative/-- New Rating American Energy – Permian Basin LLC $295 mil proposed 2nd-lien secd nts due 2020 CCC+ Recovery rating 5L AMERICAN ENERGY WOODFORD: S&P Cuts CCR to CC on Debt Exchange ------------------------------------------------------------- Standard & Poor's Ratings Services lowered its corporate credit rating on Oklahoma City-based oil and gas exploration and production (E&P) company American Energy - Woodford LLC to 'CC' from 'CCC+', and its issue-level rating on the company's senior unsecured notes to 'C' from 'CCC-'. At the same time, S&P placed the ratings on CreditWatch with negative implications. The '6' recovery rating on the senior unsecured notes is unchanged, reflecting S&P's expectation of negligible (0% to 10%) recovery for lenders in the event of a payment default. "The downgrade follows AEW's announcement that it has offered to exchange its $350 million 9% senior unsecured notes due 2022 for up to $245 million proposed 12% second-lien notes due 2020," said Standard & Poor's credit analyst Carin Dehne-Kiley. "We view the proposed transaction as a distressed exchange given that bondholders will receive 70% of the par value of the original notes," she added. The transaction is contingent upon receiving 85% participation of the existing bondholders, and the company estimates it has already secured participation from a majority of the notes outstanding. As part of the exchange offer, AEW is also soliciting consents to eliminate or amend substantially all restrictive covenants and reporting requirements, and modify certain events of default contained in the existing indenture. Contingent upon the exchange closing, the company will receive $100 million in equity from its financial sponsor the Energy & Minerals Group (EMG), and a new reserve based lending facility of $140 million (up from $135 million previously). As a result of these transactions, AEW plans to ramp back up to a two-rig program, from one rig currently, which should result in greater production growth and higher internally generated cash flows than S&P currently forecasts. S&P will re-evaluate the company's corporate credit rating upon closing of the transaction, which is expected around June 22. The negative CreditWatch placement reflects the possibility that S&P will lower the corporate credit rating to 'SD' and the issue-level rating on the notes involved in the exchange to 'D' if the exchange is consummated as proposed and bondholders receive less than what was originally promised on the securities. S&P plans to resolve its CreditWatch placement shortly after the close of the exchange transaction, expected around June 22. Subsequently, S&P will re-evaluate AEW's corporate credit rating and proposed second lien issue-level rating under its new capital structure. ANGLO IRISH: Bankruptcy Court Okays Sept. 11 Auction ---------------------------------------------------- The foreign representatives for Irish Bank Resolution Corporation Limited has filed a notice saying that on May 12, 2015, the U.S. Bankruptcy Court for the District of Delaware entered procedures in connection with the sale of a luxury hotel and retail complex located in Boston, Massachusetts which is currently operated as the Mandarin Oriental Boston. Pursuant to the court-approved bidding procedures, if two or more qualified bids are received, the Debtor will conduct an auction to determine the highest or otherwise best qualified bid, beginning on Sept. 11, 2015 at 10:00 a.m. (prevailing Eastern Time). Only parties that have submitted a qualified bid by no later than Sept. 3, 2015 at 5:00 p.m. (prevailing Eastern Time) will be allowed to participate in the auction. The sale hearing, if needed, will be held at 10:00 a.m. (prevailing Eastern Time) on Oct. 16, 2015, unless otherwise continued by the Debtor. Objections, if any, to the sale, must be filed with the Bankruptcy Court on or before 4:00 p.m. (prevailing Eastern Time) on Oct. 9, 2015. A copy of the bidding procedures is available for free at: http://is.gd/OiqzKn Mandarin Concerns Addressed Mandarin Oriental Management (USA) Inc. and Mandarin Oriental Overseas Management Limited, filed a response to the bidding procedures motion to reserve its rights under certain management agreements that may be included in the sale and its rights to receive a termination fee. Mandarin noted that the motion sought to establish certain bidding procedures in connection with (1) the sale of a mortgage loan encumbering certain assets, including a Boston hotel, which is currently operating under the "Mandarin Oriental" brand, and (2) the sale of the hotel by the Debtor's non-debtor affiliate, CWB Hotel Limited Partnership or approval for the authority of the Debtor through the Special Liquidators to cause CWB Hotel and other subsidiaries to sell their assets, including the hotel. In response, Kieran Wallace and Eamonn Richardson, the Foreign Representatives or Special Liquidators of IRBC, noted that neither Mandarin Oriental Management (USA) Inc. nor Mandarin Oriental Overseas Management Limited are creditors of IBRC. Rather, Mandarin is the manager of the Mandarin Oriental Hotel in Boston, which is owned by a subsidiary of IBRC. IBRC also retains ownership of the secured debt which encumbers the Hotel. As communicated with Mandarin's counsel in advance of the filing of the Mandarin Objection, IBRC agrees that nothing in the proposed Bidding Procedures Order adjudicates Mandarin's rights. Rather, Mandarin will have a full opportunity to object to the terms of an actual sale transaction, to the extent that it believes any of its rights are in fact impacted. As offered by IBRC before the Mandarin Objection was filed, IBRC is willing to include in the data room a statement drafted by Mandarin with respect to Mandarin's alleged rights, in order to provide potential bidders with notice of Mandarin's positions regarding its alleged rights. Mandarin is represented by: Foley & Lardner LLP Mark J. Wolfson, Esq. 100 North Tampa Street Tampa, FL 33602 Tel: (813) 225-4119 Fax: (302) 298-3550 The Foreign Representatives are represented by: Skadden, Arps, Slate, Meagher & Flom LLP Van C. Durrer, II, Esq. Annie Li, Esq. 300 South Grand Avenue Los Angeles, California 90071 Tel: (213) 687-5000 About Anglo Irish Anglo Irish Bank was an Irish bank headquartered in Dublin from 1964 to 2011. It went into wind-down mode after nationalization in 2009. In July 2011, Anglo Irish merged with the Irish Nationwide Building Society, with the new company being named the Irish Bank Resolution Corporation (IBRC). The former Irish bank sought protection from creditors under Chapter 15 of the U.S. Bankruptcy Code on Aug. 26, 2013 (Bankr. D. Del. Case No. 13-12159). The former bank's Foreign Representatives are Kieran Wallace and Eamonn Richardson. Its U.S. bankruptcy counsel are Mark D. Collins, Esq., and Jason M. Madron, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware. APPLIED MINERALS: Kingdon Capital Holds 5.6% Stake as of Dec. 31 ---------------------------------------------------------------- Kingdon Capital Management, L.L.C. and Mark Kingdon disclosed in a Schedule 13G filed with the Securities and Exchange Commission that as of Dec. 31, 2014, they beneficially own 5,739,630 shares of common stock of Applied Minerals Inc., which represents 5.67 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/OmoVon 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. ARCH COAL: Taps Restructuring Advisers Amid Debt ------------------------------------------------ Matt Jarzemsky, writing for The Wall Street Journal, reported that Arch Coal Inc. has tapped restructuring advisers to explore ways to decrease its multibillion-dollar debt load as a deep coal-market slump continues to weigh on the mining company and its rivals. According to the report, citing people familiar with the matter, the St. Louis company is working with lawyers at Davis Polk & Wardwell LLP and financial advisers at Blackstone Group LP. Arch isn't planning a broad restructuring of its debt load through bankruptcy, the people said, the report further cited. * * * The Troubled Company Reporter, on May 8, 2015, reported that Fitch Ratings has affirmed the Issuer Default Rating (IDR) for Arch Coal, Inc. (Arch Coal; NYSE: ACI) at 'CCC'. Roughly $4.5 billion in principal amount of debt and commitments are affected by this action. The TCR, on May 6, 2015, reported that Moody's Investors Service downgraded the corporate family rating of Arch Coal, Inc to Caa3 from Caa1 and the probability default rating to Caa3-PD from Caa1-PD. The downgrade follows the continued stress on the coal sector, and the resulting deterioration in the company's credit metrics. At the same time, Moody's downgraded the ratings on the senior secured term loan and bank revolving facility to Caa1 from B2, the second lien notes to Caa3 from Caa1, and all unsecured notes to Ca, from Caa2. Moody's also affirmed the Speculative Grade Liquidity rating of SGL-3. The outlook is negative. ARCHDIOCESE OF ST. PAUL: Aug. 3 Set as Proofs of Claims Bar Date ---------------------------------------------------------------- The Hon. Robert J. Kressel of the U.S. Bankruptcy Court for the District of Minnesota established Aug. 3, 2015, as the deadline for any individual or entity to file proofs of claim against The Archdiocese of Saint Paul and Minneapolis. The Court also ordered that permitted parties and their attorneys will be authorized to review proofs of claim upon execution of a confidentiality agreement agreed upon by the Archdiocese and the committee of unsecured creditors or pursuant to further order of the Court. The Court may approve additional permitted parties upon motion. Access to the sexual abuse proof of claim forms extends only to the individual who executes the confidentiality agreement. A separate confidential agreement must be signed by each individual who seeks access to the records on behalf of a permitted party. 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. U.S. Trustee for Region 12 appointed five creditors to serve on the official committee of unsecured creditors. The U.S. Trustee appointed five creditors to serve on the Committee of Parish Creditors. Ginny Dwyer appointed as the acting chairperson of the committee until such time as the members can meet and officially elect their own person. * * * The Debtor's exclusive period for filing a Chapter 11 plan and disclosure statement ends on Nov. 30, 2015. ARCHDIOCESE OF ST. PAUL: Plan Filing Exclusivity Expires November ----------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Minnesota extended The Archdiocese of Saint Paul and Minneapolis' exclusive periods to file a chapter 11 plan and disclosure statement until Nov. 30, 2015, and solicit acceptances for that plan until Jan. 29, 2016. The Official Committee of Unsecured Creditors in the Chapter 11 cases of the Debtor, in response to the motion, suggested that an additional extension of the exclusivity period to file a plan may be appropriate. The Committee agreed that an extension will allow all parties to continue to focus on the negotiation of insurance coverage issues and the investigation of other assets that may be available to fund a plan. Despite the parties' good faith efforts and progress to date in the insurance mediation, the Committee is not likely to be in a position to make an informed decision on any plan filed before the expiration of the current exclusivity period given the substantial claims, insurance, and valuation issues that still need to be resolved. According to the Committee, it is likewise doubtful that it will be in a position to recommend an alternative to any plan proposed by the Debtor, or to serve as a co-proponent of any plan filed under the current exclusivity time strictures. London Market Insurers said it does not object to an extension but pointed out that the motion has an unnecessary supplement that potentially disseminate confidential mediation and settlement communications, contains inappropriate coverage arguments, and includes inaccurate or disputed statements. LMI includes certain underwriters at Lloyd's, London who subscribed severally and not jointly as their interests appear to Policy Nos. SL 3721 / SLC 5742, ISL 3115 / ICO 4074, ISL 3613 / ICO 5387 and SL 3723 / SLC 5744; Excess Insurance Company Ltd.; Markel International Insurance Company, formerly known as Terra Nova Insurance Company; Tenecom Ltd., formerly the Yasuda Fire & Marine Insurance Company of Europe Ltd.; RiverStone Insurance (UK) Limited, on its own behalf and as successor in interest to Sphere Drake Limited (formerly known as Sphere Drake Insurance Company PLC); Dominion Insurance Company Ltd.; Stronghold Insurance Company Ltd.; and, CX Reinsurance Company Limited (formerly known as CNA Reinsurance of London, Ltd.) As reported by the Troubled Company Reporter on April 1, 2015, 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. 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. U.S. Trustee for Region 12 appointed five creditors to serve on the official committee of unsecured creditors. The U.S. Trustee appointed five creditors to serve on the Committee of Parish Creditors. Ginny Dwyer appointed as the acting chairperson of the committee until such time as the members can meet and officially elect their own person. * * * The Debtor's exclusive period for filing a Chapter 11 plan and disclosure statement ends on Nov. 30, 2015. ATP OIL & GAS: Omega Natchiq Suit v. Infrastructure Dismissed ------------------------------------------------------------- District Judge Nelva Gonzales Ramos granted the Defendant's Motion to Dismiss in the case captioned OMEGA NATCHIQ, INC., Plaintiff, v. ATP INFRASTRUCTURE PARTNERS, L.P., Defendant, CIVIL ACTION NO. 2:14-CV-448 (S.D. Tex.) Omega Natchiq, Inc. previously initiated a suit against ATP Infrastructure Partners, L.P. in the United States District Court for the Eastern District of Louisiana, and an adversary proceeding against Infrastructure within the bankruptcy case of ATP Oil & Gas Corporation ("ATP"). Omega provided construction-related materials to ATP in connection with the exploration and development of minerals off the coast of Louisiana beginning on or about February 2008. ATP's drilling was conducted from a floating platform unit called the ATP Innovator (Platform), which was affixed to the sea bed. In March 2009, ATP sold the Platform to Infrastructure (a related business entity in which it allegedly holds a direct or indirect controlling ownership interest). Another entity in the ATP corporate family ostensibly retained a mortgage interest in the Platform, and ATP continued to use it under a Platform Use Agreement. Omega continued to supply ATP's operations on the Platform after that sale and after ATP's bankruptcy filing, until June 2013. ATP eventually failed to pay for some of Omega's construction materials and services, leaving a balance owed of between $1.3 and $2.2 million. On August 15, 2012, Omega filed a Statement of Privilege in the records of Plaquemines Parish, Louisiana, amended at least three times, claiming a privilege and entitlement to a lien for its claim on the Platform under the Louisiana Oil Well Lien Act, La. R.S. 9:4861 et seq. (LOWLA). In each of the three lawsuits, Omega sought establishment, confirmation, and/or recognition of its privilege and lien against the ATP Innovator under the Louisiana Oil Well Lien Act ("LOWLA"). Judge Gonzales applied the first-to-file rule and dismissed the present case because the cases involved the same issues between the parties. Furthermore, the Louisiana court has already taken jurisdiction over the issue of establishing whether Omega is entitled to a LOWLA lien. A copy of the April 27, 2015 order is available at http://is.gd/KhxDzwfrom Leagle.com. Omega Natchiq, Inc, Plaintiff, represented by Andre C deLaunay -- adelaunay@wattbeckworth.com , Watt Beckworth Thompson Henneman LLP & Todd Sterling Frank -- tfrank@wattbeckworth.com , Well Beckworth et al. ATP Infrastructure Partners, L.P., Defendant, represented by Casey W Doherty, Jr -- cdoherty@grayreed.com , Gray Reed & McGraw, P.C., James J Lee -- jimlee@velaw.com , Vinson Elkins LLP, John Paul K Napier -- jnapier@velaw.com , Vinson and Elkins LLP, Jon Wesley Wise -- jwise@frfirm.com , Fowler Rodriguez et al & Paul E Heath -- pheath@velaw.com , Vinson & Elkins LLP. About ATP Oil Houston, Texas-based ATP Oil & Gas Corporation is an international offshore oil and gas development and production company focused in the Gulf of Mexico, Mediterranean Sea and North Sea. ATP Oil & Gas filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 12-36187) on Aug. 17, 2012. Attorneys at Mayer Brown LLP, serve as bankruptcy counsel. Munsch Hardt Kopf & Harr, P.C., is the conflicts counsel. Motley Rice LLC and Fayard & Honeycutt, APC serve as special counsel. Opportune LLP is the financial advisor and Jefferies & Company is the investment banker. Kurtzman Carson Consultants LLC is the claims and notice agent. ATP disclosed assets of $3.6 billion and $3.5 billion of liabilities as of March 31, 2012. Debt includes $365 million on a first-lien loan where Credit Suisse AG serves as agent. There is $1.5 billion on second-lien notes with Bank of New York Mellon Trust Co. as agent. ATP's other debt includes $35 million on convertible notes and $23.4 million owing to third parties for their shares of production revenue. Trade suppliers have claims for $147 million, ATP said in a court filing. An official committee of unsecured creditors has been appointed in the case. Evan R. Fleck, Esq., at Milbank, Tweed, Hadley & McCloy, in New York, represents the Creditors Committee as counsel. A seven-member panel of equity security holders has also been appointed in the case. Kyung S. Lee, Esq., and Charles M. Rubio, Esq. of Diamond McCarthy LLP, in Houston, Texas, serve as counsel to the Equity Committee. * * * Judge Marvin Isgur of the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, issued an order on June 26, 2014, converting ATP Oil & Gas Corporation's Chapter 11 case to one under Chapter 7 of the Bankruptcy Code. AZIZ CONVENIENCE: Wick Phillips Okayed as Transactional Counsel --------------------------------------------------------------- The U.S. Bankruptcy Court for Southern District of Texas authorized Aziz Convenience Stores, L.L.C., to employ Wick Phillips Gould & Martin LLP as special transactional counsel, nunc pro tunc as of March 12, 2015. Wick Phillips is expected to, among other things: a) assist and advise the Debtor in its consultations relative to the sale of its assets; b) assist the Debtor in the analysis of and negotiations with any third party concerning matters relating to, among other things, the terms of any applicable asset purchase agreement and related documents and agreements; and c) assist the Debtor in the analysis of and negotiations with any third party concerning matters relating to, among other things, the terms of plans of reorganization. Wick Phillips intends to apply for compensation for professional services on an hourly basis, plus reimbursement of actual, necessary expenses and other charges incurred by Wick Phillips. To the best of the Debtor's knowledge, Wick Phillips is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About Aziz Convenience Aziz Convenience Stores, L.L.C., owner of convenience stores with gas pumps in Texas, filed a Chapter 11 bankruptcy petition (Bankr. S.D. Tex. Case No. 14-70427) in its hometown in McAllen, Texas, on Aug. 4, 2014, without stating a reason. The Debtor owns properties in Mission, San Juan, Pharr, McAllen, Sullivan City, Edinburg, La Joya, Donna, Alamo, Alton, Edinburg, all in Texas. It appears that none of the Debtor's convenience stores are on leased property as the schedule of unexpired leases only shows the contract with Valero LP. The Debtor is represented by William A Csabi, Esq., from Harlingen, Texas. BATE LAND: Joseph N. Callaway Okayed to Mediate Disputes with BLC ----------------------------------------------------------------- The Hon. Stephani W. Humrickhouse of the Bankruptcy Court for the Eastern District of North Carolina approved the Bankruptcy Administrator's appointment of: Joseph N. Callaway Battle, Winslow, Scott & Wiley, P.A. P.O. Box 7100 2343 Professional Drive Rocky Mount, NC 27804-0100 Tel: (252) 937-2200 Fax: (252) 937-8100 E-mail: jcallaway@bwsw.com as mediator in a two party dispute between Bate Land & Timber, LLC, and its major secured creditor, Bate Land Company. The mediation will be conducted and concluded by July 2, 2015, in New Bern, North Carolina at the offices of Oliver & Cheek, PLLC or such other location in New Bern as will be agreed to among the parties. Mr. Callaway will be paid his regular compensation rate of $350 per hour plus recovery of actual costs related to the mediation, including travel and lodging as needed. The Debtors and BLC will bear and share the fees and expenses of the mediator equally. The parties will be required to pay the mediator's fee at the conclusion of the settlement conference. On May 1, the Bankruptcy Administrator sought to have the Court refer all outstanding issues in controversy in the case to mediation. The Debtor filed a response objecting to the motion, and asserting that any mediation should happen only after the Court had entered an order on valuation of the properties and confirmation of the Debtor's Plan. BLC supported a mediation in the case of all outstanding issues in controversy and the appointment of Mr. Callaway as mediator. About Bate Land & Timber Willotte, North Carolina-based Bate Land & Timber, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.C. Case No. 13-04665) on July 25, 2013. Judge Stephani W. Humrickhouse oversees the Chapter 11 case. The Debtor, in amended schedules, disclosed $53,477,624 in assets and $74,162,211 liabilities as of the Chapter 11 filing. The petition was signed by Brad Cheers, manager. The Bankruptcy Administrator for the Eastern District of North Carolina was unable to organize and recommend the appointment of a committee of creditors holding unsecured claims against the Debtor. BEVERLEY WILSON: Suit v. Moss Dismissed for Failure to Prosecute ---------------------------------------------------------------- Bankruptcy Judge Helen E. Burris granted Defendants Jason T. Moss' and Moss and Associates, PA's oral Motion to Dismiss Plaintiff's case for failure to prosecute, in the case docketed as Beverley D. Wilson, Plaintiff(s), v. Jason T. Moss, Moss and Associates PA, Defendant(s), C/A NO. 10-01218-HB, ADV. PRO. NO. 14-80054-HB. District Judge Burris granted the Defendants' Motion to Dismiss, stating that "the parties, the witnesses, and the Bankruptcy Court were ready to proceed with the trial on the agreed upon Trial Date, but Plaintiff refused to present her case. This refusal followed adverse rulings. Thus, Plaintiff is responsible for failing to prosecute her case on the merits. Plaintiff had an opportunity to present the merits, receive a ruling, and thereafter appeal any decisions, yet she refused to proceed.' A copy of Judge Burris' Order Dismissing Case with Prejudice for Failure to Prosecute is available at http://is.gd/IcPLZCfrom Leagle.com. BG MEDICINE: Noubar Afeyan Reports 15.5% Stake as of May 12 ----------------------------------------------------------- Noubar B. Afeyan, PhD, disclosed in an amended Schedule 13D filed with the Securities and Exchange Commission that as of May 12, 2015, he beneficially owns 5,428,982 shares of common stock of BG Medicine, Inc., which represents 15.5 percent of the shares outstanding. Affiliates of Dr. Afeyan also disclosed beneficial ownership of the Company's common stock: Number of Shares Percentage Beneficially Beneficially Reporting Person Owned Owned ---------------- ---------------- ------------ AGTC Advisors Fund, L.P. 237,560 0.7% Applied Genomic Technology 3,224,569 9.2% Capital Fund, L.P. NewcoGen Group, Inc. 3,462,129 9.9% AGTC Partners, L.P. 3,462,129 9.9% Flagship Ventures Management, Inc. 3,462,129 9.9% Flagship Ventures Fund 2007, L.P. 1,764,286 5.1% Flagship Ventures 2007 General 1,764,286 5.1% Partner, LLC Edwin M. Kania, Jr. 1,848,942 5.3% A full-text copy of the regulatory filing is available at: http://is.gd/3ObFHw About BG Medicine Waltham, Mass.-based BG Medicine is a diagnostics company focused on the development and commercialization of novel cardiovascular diagnostic tests to address significant unmet medical needs, improve patient outcomes and contain healthcare costs. The Company is currently commercializing two diagnostic tests, the first of which is the BGM Galectin-3 test, a novel assay for measuring galectin-3 levels in blood plasma or serum for use as an aid in assessing the prognosis of patients diagnosed with heart failure. The Company's second diagnostic test is the CardioSCORE test, which is designed to identify individuals at high risk for near-term, significant cardiovascular events, such as heart attack and stroke. BG Medicine reported a net loss of $8.06 million on $2.78 million of total revenues for the year ended Dec. 31, 2014, compared to a net loss of $15.8 million on $4.07 million of total revenues for the year ended Dec. 31, 2013. The Company previously reported a net loss of $23.8 million in 2012. Deloitte & Touche LLP, in Boston, Massachusetts, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that the Company's recurring losses from operations, recurring cash used in operating activities and accumulated deficit raise substantial doubt about its ability to continue as a going concern. BIRMINGHAM COAL: Case Summary & Largest Unsecured Creditors ----------------------------------------------------------- Debtor affiliates filing separate Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- Birmingham Coal & Coke Company, Inc. 15-02075 912 Edenton Street Birmingham, AL 35242 Cahaba Contracting & Reclamation, LLC 15-02077 912 Edenton Street Birmingham, AL 35242 RAC Mining, LLC 15-02078 912 Edenton Street Birmingham, AL 35242 Type of Business: The Debtors collectively lease and mine coal at mines throughout Alabama. Chapter 11 Petition Date: May 27, 2015 Court: United States Bankruptcy Court Northern District of Alabama (Birmingham) Judge: Hon. Tamara O Mitchell Debtors' Counsel: Clyde Ellis Brazeal, III, Esq. JONES WALKER LLP 1819 5th Avenue North, Suite 1100 Birmingham, AL 35203 Tel: 205 244-5237 Email: ebrazeal@joneswalker.com - and - Mark A. Mintz, Esq. Laura F. Ashley, Esq. JONES WALKER LLP 201 St. Charles Ave., Suite 5100 New Orleans, LA 70170 Tel: (504) 582-8000 Fax: (504) 582-8011 Emails: mmintz@joneswalker.com lashley@joneswalker.com Estimated Estimated Assets Liabilities ----------- ----------- Birmingham Coal $10MM-$50MM $10MM-$50MM Cahaba Contracting $10MM-$50MM $10MM-$50MM RAC Mining $1MM-$10MM $1MM-$10MM The petition was signed by Robert A. Lewis, president. A. List of Birmingham Coal's 13 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ State Lands- OU1 $1,840,787 State Lands Division, 64 N Union St., Montgomery, Al 36130 State Lands Division $1,244,118 State Lands Division, 64 N Union St., Montgomery, Al 36131 Regions Bank- Deepwater Trust 2 $288,680 Natural Resources, PO Box 10463, Birmingham, Al 35202 Regions Bank- Deepwater Trust IC $75,475 Resolute Forest Products $41,715 Jason Rudakas $5,894 Nelson Brothers $5,736 Mine Safety & Health Admin $2,810 Energy Technical Services, LLC $1,600 Perc Engineering Co. $660 ASMC $500 Ogletree Deakins $130 Mineral Labs, Inc. $40 B. List of RAC Mining's 19 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Thompson Tractor $136,656 Boren Explosives $69,196 Tractor & Equipment Company $54,219 CAT Financial $49,644 Jasper Oil $49,420 GCR Tires and Services $11,348 Parker Towing Company, Inc $5,376 Thompson International $3,179 JGB LLC $3,000 Central Drill $2,472 Crusher Works $1,759 Warrior Tractor and Equipment $1,713 Sauls $1,200 Jasper Industrial Maint Supply $916 Airgas USA $257 Bunn Brothers Materials, Inc $233 NAPA Auto Parts $203 Postmaster $60 AXA Administrative Services $54 BIRMINGHAM COAL: In Ch. 11, Seeks Approval of First Day Motions --------------------------------------------------------------- Birmingham, Alabama-based Birmingham Coal & Coke Company, Inc., along with affiliates Cahaba Contracting & Reclamation, LLC, and RAC Mining, LLC, sought bankruptcy protection and immediately filed motions to: -- jointly administer their Chapter 11 cases; -- use cash collateral; -- prohibit utilities from discontinuing service; -- pay outstanding prepetition wages and benefits; -- pay certain prepetition taxes; and -- hire Jones Walker LLP as attorneys. The Debtors say the First Day Motions are intended to implement the steps necessary to maintain their businesses as going concerns, to establish certain procedures, and to generally prevent unnecessary disruptions. To ensure they are able to meet these objectives, the Debtors request the Court schedule hearings on the First Day Motions as soon as possible. The Debtors did not explain in court filings why they sought bankruptcy protection. The Debtors have a current work force of approximately 128 employees, of whom 126 work full time. About 106 of the employees are paid on an hourly basis; the remaining employees are salaried. In seeking joint administration, the Debtors say that they have some common board members, their operations are interrelated, there is common management of all Debtors; they have many trade creditors in common; and Regions is the largest secured creditor of each. The case was originally assigned to Judge Thomas B Bennett but was quickly reassigned to Judge Tamara O Mitchell. About Birmingham Coal Birmingham Coal & Coke Company, Inc. produces and markets coal to industrial, utility and export markets. It owns and operates three coal mines with an average annual coal production of approximately 480,000 tons. The company also offers coal brokerage services. Birmingham Coal & Coke Company, Inc. was founded in 2000 and is based in Birmingham, Alabama. As of May 9, 2011, Birmingham Coal operates as a subsidiary of CanAm Coal Corp. On May 27, 2015, Birmingham Coal and affiliates Cahaba Contracting & Reclamation LLC, and RAC Mining LLC each filed a voluntary petition for Chapter 11 reorganization (Bankr. N.D. Ala. Lead Case No. 15-02075) in Birmingham, Alabama. The Debtors tapped Jones Walker LLP as counsel. Birmingham Coal and Cahaba Contracting each estimated $10 million to $50 million in assets and debt. RAC Mining estimated $1 million to $10 million in assets and debt. BIRMINGHAM COAL: Proposes Jones Walker as Counsel ------------------------------------------------- Birmingham Coal & Coke Company, Inc., Cahaba Contracting & Reclamation, LLC, and RAC Mining, LLC, seek approval from the Bankruptcy Court to employ Jones Walker LLP as counsel for the Debtors, nunc pro tunc to the Petition Date. The Debtors wish to employ the firm's C. Ellis Brazeal, III, Mark A. Mintz, Laura F. Ashley, and Stephanie B. McLarty as attorneys under a general retainer to give the Debtors legal advice with respect to the Debtors' powers and duties as Debtors-in-Possession in the continued operation of the Debtors' businesses, and to perform all legal services for the Debtors-in-Possession which may be necessary. Jones Walker will utilize the services of other members and associates of the firm as necessary. The firm will charge the Debtors at these hourly rates: Attorney Hourly Rate -------- ----------- C. Ellis Brazeal, III $395 Mark A. Mintz $290 Laura F. Ashley $265 Stephanie B. McLarty $210 The firm was first retained by the Debtors on May 1, 2015 to represent them with respect to a possible bankruptcy filing. BCC paid Jones Walker a retainer of $50,000, CCR paid a retainer of $20,000, and RAC paid a retainer of $20,000. Before the Petition Date, Jones Walker incurred fees and costs (including the filing costs) of $61,257 which was paid by the Debtors prepetition in the ordinary course of business. The retainers will be maintained in Jones Walker's trust account. Mr. Brazeal attests that the firm is "disinterested" and does not hold or represent an interest adverse to the estate. The firm disclosed that Jones Walker represents Regions Bank and billed Regions $1.02 million last year, less than 1% of total billings. Mr. Brazael assures the Court that Jones Walker's previous representation of Regions in matters wholly unrelated to the Chapter 11 cases will not materially affect the firm's representation of the Debtors. The firm has received a conflict waiver from Regions and the Debtor. About Birmingham Coal Birmingham Coal & Coke Company, Inc. produces and markets coal to industrial, utility and export markets. It owns and operates three coal mines with an average annual coal production of approximately 480,000 tons. The company also offers coal brokerage services. Birmingham Coal & Coke Company, Inc. was founded in 2000 and is based in Birmingham, Alabama. As of May 9, 2011, Birmingham Coal operates as a subsidiary of CanAm Coal Corp. On May 27, 2015, Birmingham Coal and affiliates Cahaba Contracting & Reclamation LLC, and RAC Mining LLC each filed a voluntary petition for Chapter 11 reorganization (Bankr. N.D. Ala. Lead Case No. 15-02075) in Birmingham, Alabama. The Debtors tapped Jones Walker LLP as counsel. Birmingham Coal and Cahaba Contracting each estimated $10 million to $50 million in assets and debt. RAC Mining estimated $1 million to $10 million in assets and debt. BIRMINGHAM COAL: Seeks to Use Regions' Cash Collateral ------------------------------------------------------ Birmingham Coal & Coke Company, Inc., Cahaba Contracting & Reclamation, LLC, and RAC Mining, LLC, seek approval from the Bankruptcy Court to use cash which may be "cash collateral", and provide adequate protection to their secured creditor Regions Bank. Prior to the Petition Date, Debtors are all obligated, either as borrower or co-borrower or as guarantors, to Regions Bank for various financing facilities. To secure their obligations to Regions, the Debtors have granted Regions a first priority lien on and security interest in and to all of their rights, title and interests in all of their equipment, accounts, accounts receivable and inventory, including proceeds thereof. The Debtors do not have available sources of working capital to operate without the use of such cash collateral. Accordingly, the Debtors have an immediate need to use cash collateral in order to permit the continuation of their business and to manage and preserve the assets of the estate for the benefit of creditors. Although the Debtors believe there is an "equity cushion" that adequately protects the secured claim of Regions (and reserves the right to so argue in the event that circumstances so dictate), the Debtors currently propose the following additional adequate protection for the use of cash collateral of Regions: -- a continuing security interest in all account receivable, and proceeds generated after the Petition Date; -- a replacement lien on all accounts receivable, and proceeds, generated after the Petition Date; and -- adherence to the Debtors' projection of operating expenditures and providing Regions with new budgets periodically as needed to provide for changes in revenues or expenses. A copy of the proposed projected expenditures filed together with the motion is available for free at: http://bankrupt.com/misc/Birm_Coal_Cash_M_Budget.pdf About Birmingham Coal Birmingham Coal & Coke Company, Inc. produces and markets coal to industrial, utility and export markets. It owns and operates three coal mines with an average annual coal production of approximately 480,000 tons. The company also offers coal brokerage services. Birmingham Coal & Coke Company, Inc. was founded in 2000 and is based in Birmingham, Alabama. As of May 9, 2011, Birmingham Coal operates as a subsidiary of CanAm Coal Corp. On May 27, 2015, Birmingham Coal and affiliates Cahaba Contracting & Reclamation LLC, and RAC Mining LLC each filed a voluntary petition for Chapter 11 reorganization (Bankr. N.D. Ala. Lead Case No. 15-02075) in Birmingham, Alabama. The Debtors tapped Jones Walker LLP as counsel. Birmingham Coal and Cahaba Contracting each estimated $10 million to $50 million in assets and debt. RAC Mining estimated $1 million to $10 million in assets and debt. BTB CORPORATION: Hires Alexis Fuentes-Hernandez as Counsel ---------------------------------------------------------- BTB Corporation seeks authority from the U.S. Bankruptcy Court for the District of Puerto Rico to employ Alexis Fuentes-Hernandez, Esq., as bankruptcy counsel. The Debtor employed Mr. Fuentes-Hernandez on the basis of a $26,717 retainer, which has been advanced by the Debtor, against which he will bill on the basis of $250 per hour, plus expenses, for work performed or to be performed. Mr. Fuentes-Hernandez assures the Court that he 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. Fuentes-Hernandez may be reached at: Alexis Fuentes-Hernandez, Esq. FUENTES LAW OFFICES, LLC P.O. Box 9022726 San Juan, PR 00902-2726 Tel: (787) 722-5215 Fax: (787) 722-5206 E-mail: alex@fuentes-law.com About BTB Corporation BTB Corporation sought Chapter 11 protection (Bankr. D.P.R. Case No. 15-03681) in Old San Juan, Puerto Rico, on May 17, 2015. Samuel Lizardi signed the petition as interim president. The Debtor disclosed total assets of $16.5 million and total liabilities of $13.2 million. BTB said it sought bankruptcy protection as it is unable to meet obligations as they mature, and creditors are threatening suit and have threatened to undertake steps to obtain possession of its assets. The Debtor tapped Alexis Fuentes Hernandez, Esq., at Fuentes Law Offices, LLC, as its counsel. CAESARS ENTERTAINMENT: Has Until Nov. 15 to File Plan ----------------------------------------------------- U.S. Bankruptcy Judge A. Benjamin Goldgar in Chicago gave Caesars Entertainment Operating Co. until Nov. 15, 2015, to file its own bankruptcy plan and until Jan. 15, 2016, to solicit votes on any proposal it files. Joseph Checkler, writing for The Wall Street Journal, reported that Judge Goldgar said Caesars could keep control of its bankruptcy case without the threat of rival restructuring proposals until November, a win for the casino giant over several groups of creditors. Judge Goldgar said he was swayed by the size of the case, as well as the lack of an objection to the measure by Caesars' official committee of unsecured creditors, 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. * * * The Troubled Company Reporter, on April 27, 2015, reported that Fitch Ratings has affirmed and withdrawn the Issuer Default Ratings (IDR) and issue ratings of Caesars Entertainment Operating Company (CEOC). These actions follow CEOC's Chapter 11 filing on Jan. 15, 2015. Accordingly, Fitch will no longer provide ratings or analytical coverage for CEOC. In addition, Fitch has affirmed the IDR and issue rating of Chester Downs and Marina LLC (Chester Downs) and the ratings have been simultaneously withdrawn for business reasons. CANBRIAM ENERGY: Moody's Rates $100MM Unsec. Add-on Notes 'Caa1' ---------------------------------------------------------------- Moody's Investors Service affirmed Canbriam Energy Inc.'s Caa1 rating on the US$350 million senior unsecured notes upsized with the US$100 million add-on. Moody's also affirmed the B3 Corporate Family Rating and B3-PDR Probability of Default Rating. The Speculative Grade Liquidity Rating was changed to SGL-2 from SGL-3. The rating outlook has been changed to positive from stable. "The change in outlook to positive reflects the company's rising production and cash flows despite the fall in commodity prices, and improving leverage metrics," commented Paresh Chari Moody's Analyst. "Canbriam has enough liquidity to fund its capital program through 2016." Issuer: Canbriam Energy Inc. Affirmations: -- Probability of Default Rating, Affirmed B3-PD -- Corporate Family Rating, Affirmed B3 -- Senior Unsecured Regular Bond/Debenture, Affirmed Caa1(LGD4) Outlook Actions: -- Outlook, Changed To Positive From Stable -- Speculative Grade Liquidity Rating, Changed to SGL-2 from SGL-3 Canbriam's B3 Corporate Family Rating reflects the company's small and concentrated production base and high proportion of natural gas. The company has established a favorable, albeit small, acreage position in the Montney, which provides visible organic production and cash flow growth potential. However, it will require significant outspending of cash flow to develop, entailing execution risk and reliance on external funding sources to finance. The rating also considers Canbriam's low operating cost structure, low maintenance capital expenditures and good leverage metrics. Canbriam's SGL-2 Speculative Grade Liquidity Rating reflects good liquidity. At March 31, 2015 pro forma for the U$100 notes add-on, Canbriam will have about C$200 million in cash and full availability under its C$200 million borrowing base revolver, which terms out April 29, 2016 and matures one year later. Cash on hand and full drawings under the revolver will be sufficient to fund the next 15 months of negative free cash flow of about C$340 million through June 30, 2016. Moody's expect Canbriam to remain in compliance with its two financial covenants through this period. Alternate liquidity is limited as assets are pledged as collateral to the secured revolving credit facility, although the company's owned midstream assets could provide an alternate source of liquidity. Under Moody's Loss Given Default (LGD) Methodology, the US$350 million senior unsecured notes are rated Caa1, one notch below the B3 CFR, due to the priority ranking of the C$200 million secured borrowing base revolving credit facility in the capital structure. The positive outlook reflects the expectation that production and cash flow will increase through 2016, improving leverage. The rating could be upgraded if Canbriam can successfully execute on its capital and growth plans and increase its production above 25,000 boe/d, while improving retained cash flow to debt towards 25%. The rating could be downgraded if Canbriam's liquidity becomes strained or if it fails to advance its development program. Canbriam is a private Calgary, Alberta-based independent exploration and production company with a focus in the Montney formation of northwestern British Columbia. Canbriam produced (net of royalties) roughly 16,000 boe/d in March 2015 and has about 25 million boe of net proved developed reserves and 153 million boe of net total proved reserves. The principal methodology used in these ratings was Global Independent Exploration and Production Industry published in December 2011. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. CENTRAL FALLS, RI: Moody's Hikes 2007 GO Bonds Rating to 'Ba2' -------------------------------------------------------------- Moody's Investors Service upgraded the rating to Ba2 from Ba3 on the City of Central Falls, RI's General Obligation Bonds, Series 2007. The outlook remains stable. The upgrade to Ba2 from Ba3 reflects a multi-year trend of favorable operating results (before capital transfers) since its emergence from Chapter 9 bankruptcy in 2012. The bankruptcy process resulted in material financial relief to the city through a reduced labor force and restructured pension and OPEB benefits. The recent city's operating results have generally been better than the projections in the bankruptcy financial turnaround plan. The city continues to face significant challenges, however, including high fixed costs (comprising pension, OPEB and debt service expenses), weak projected revenue growth, significant capital needs, and weak socioeconomic indicators. The rating also factors in the city's very narrow unrestricted operating reserve position at 2.9% of general fund revenues, driven largely by a requirement in the bankruptcy recovery plan that most of the operating surpluses be transferred to a restricted capital fund through fiscal 2017. The stable outlook reflects the expectation that the city will continue to adhere to the six-year financial plan adopted in June of 2012 as part of the bankruptcy settlement. Moody's believe the city will continue to address its long-term pension liabilities by fully funding its annual required contribution (ARC), resulting in a reduced unfunded pension liability. The requirement of the financial plan to allocate most of its operating surpluses to a capital fund will prevent a material increase in operating reserves until after the plan ends in fiscal 2017. The continued presence of a state-appointed Administration and Finance Officer (AFO) will also help to ensure that the city's financial position remains stable over the next few years. The rating also incorporates additional credit strength from the state law creating a priority lien for GO bondholders. What could make the rating go up: - Stable financial performance in line with the six-year financial recovery plan and beyond - Improvement in funding for pension and OPEBs liabilities - Reduction in debt What could make the rating go down: - Lack of adherence to the six-year financial recovery plan resulting in a weakened financial position - Failure to address pension and OPEB liabilities - Material increase in debt Central Falls, at 1.3 square miles, is located in the northeastern part of the state of Rhode Island. With a population of 19,376 (2010 Census), it is the smallest city in the state as well as the most densely populated. The bonds are general obligations of the city and are secured by an unlimited property tax pledge. The principal methodology used in this rating was US Local Government General Obligation Debt published in January 2014. CHARTER COMMUNICATIONS: Moody's Reviews 'Ba3' CFR for Upgrade ------------------------------------------------------------- Moody's Investors Service placed the ratings for Charter Communications Inc. on review for upgrade, including Charter's Ba3 Corporate Family Rating, Ba3-PD PDR and (P)B1 shelf rating following the announcement that Charter will purchase Time Warner Cable, Inc. ("TWC") for approximately $80 billion. Based on the proposed capital structure, Moody's has placed the Baa3 rating on the secured debt at Charter Communications Operating, LLC ("CCO") on review for downgrade. In addition to the acquisition of Time Warner Cable, Charter will also purchase Bright House Networks ("Bright House") for approximately $10 billion. The transactions value TWC and BHN at approximately 9.1x and 7.6x EV/EBITDA respectively. The review for upgrade will focus on the substantial scale benefits and cost synergy opportunity for the post-close entity, as well as the execution risk required to achieve the potential savings. The high proportion of equity consideration in the two deals (approximately $41 billion) will result in leverage in the mid-4x range (Debt/EBITDA, Moody's adjusted) and strong free cash flows. Moody's expects the upward ratings impact on the CFR to be limited to one notch. The secured debt component of the proposed capital structure represents approximately three-fourths of the total debt capital, which is likely to result in only one notch of ratings differential versus the CFR. Issuer: Charter Communications Inc. -- Corporate Family Rating (Local Currency), Placed on Review for Upgrade, currently Ba3 -- Probability of Default Rating, Placed on Review for Upgrade, currently Ba3-PD -- Senior Unsecured Shelf (Local Currency), Placed on Review for Upgrade, currently (P)B1 -- Speculative Grade Liquidity Rating, unchanged SGL-2 -- Outlook, Changed To Rating Under Review From Stable Issuer: Charter Communications Operating, LLC -- Senior Secured Bank Credit Facility (Local Currency), Placed on Review for Downgrade, currently Baa3 -- Outlook, Changed To Rating Under Review From Stable Issuer: CCO Holdings, LLC -- Senior Unsecured Regular Bond/Debenture (Local Currency), Placed on Review for Upgrade, currently B1 -- Senior Unsecured Shelf (Local Currency), Placed on Review for Upgrade, currently (P)B1 -- Outlook, Changed To Rating Under Review From Stable The incremental scale achieved through the transaction and the large equity consideration in the deal are the key drivers of the potential positive rating migration. Charter will gain leverage with respect to the procurement of content and capital equipment, which should yield a meaningful cost savings opportunity. The increased scale will also allow for more robust product capability investments, as development costs will now be spread across a much larger subscriber and revenue base. The company's market position should remain solid, with a leading broadband infrastructure and growing commercial opportunity. Moody's believes that the cable industry has inherent scale advantages, and the proposed transaction aims to capitalize upon these benefits. If successful, the Charter-TWC-Bright House merger would create the second largest cable operator in the US behind only Comcast Corporation (A3, Positive) with approximately 17 million residential video customers, 18 million residential high speed data customers and 9 million residential telephony customers. The three companies combined revenue for 2014 was approximately $36 billion and combined EBITDA was roughly $13 billion (Moody's adjusted). Offsetting these strengths, Charter's credit metrics will remain weak for a company of this size, as leverage is anticipated to be just over 4.5x and free cash flow of about 5% of total debt (both on a Moody's adjusted basis). Charter will need to invest heavily to integrate the businesses and transition to a single operational platform in order to achieve the projected cost synergies. The business integration introduces risk of elevated customer churn and market share erosion if service quality deteriorates during the integration phase. In addition, the US pay-TV market has reached a maturity point and new technologies are threatening the traditional business model. Content costs continue to rise and competition may prevent operators from passing the higher costs along to customers. With its headquarters in Stamford, Connecticut, Charter currently serves approximately 4.3 million total video subscribers, 5.1 total high speed data ("HSD") subscribers and 2.6 million telephony subscribers. Charter's annual revenue for 2014 was approximately $9.1 billion. The principal methodology used in these ratings was Global Pay Television - Cable and Direct-to-Home Satellite Operators published in April 2013. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. CHESAPEAKE ENERGY: S&P Retains 'BB+' Rating on Sr. Unsecured Debt ----------------------------------------------------------------- Standard & Poor's Ratings Services revised its recovery rating on Oklahoma City-based oil and gas exploration Chesapeake Energy Corp.'s senior unsecured notes to '4' from '3'. The '4' recovery rating on the company's unsecured notes indicates S&P's expectation of average (30% to 50%; lower half of the range) recovery in the event of default. The corporate credit and issue-level senior unsecured debt ratings on the company remain 'BB+'. The lower recovery expectation reflects S&P's lower estimate of the company's enterprise value, based on an updated, company-provided PV10 valuation of proved reserves, incorporating S&P's recovery price deck assumptions, including recently revised natural gas liquids assumptions. The ratings on Chesapeake Energy reflect Standard & Poor's assessment of the company's "satisfactory" business risk, "aggressive" financial risk, and "adequate" liquidity, as defined in S&P's criteria. The ratings incorporate the company's very large and diversified reserve base, and a favorable cost structure. Nevertheless, these factors are offset by high negative price differentials (including transportation costs) and projections of high debt leverage, which S&P expects will likely exceed 5x in 2015. S&P's updated recovery analysis on Chesapeake Energy includes these assumptions: -- S&P's simulated default scenario for Chesapeake assumes a sustained period of low commodity prices (consistent with the conditions of past defaults in this sector). -- S&P bases its valuation of the company's reserves on a company-provided PV10 report, using its recovery price deck assumptions of $50 per barrel for West Texas Intermediate (WTI) crude oil and $3.50 per mmBtu for Henry Hub natural gas. -- Natural gas liquids are priced at Chesapeake's realized discount to WTI over the past year. -- Although the credit facility is currently unsecured, S&P expects that it would become secured prior to a default based on rating triggers for the credit facility. Simulated default assumptions: -- Simulated year of default: 2019 Simulated waterfall: -- Net enterprise value (after 5% administrative costs): $8.45 billion -- Secured first-lien debt claims: $4.2 billion --Recovery expectations: Not applicable -- Total value available to unsecured claims: $4.3 billion -- Senior unsecured debt: $12 billion --Recovery expectations: 30% to 50% (lower half of the range) Notes: All debt amounts include six months of prepetition interest. RATINGS LIST Chesapeake Energy Corp. Corporate Credit Rating BB+/Negative/-- Issue-Level Ratings Unchanged; Recovery Rating Revised To From Chesapeake Energy Corp. Senior Unsecured BB+ BB+ Recovery Rating 4L 3L CJB HOLDING & TRUST: Voluntary Chapter 11 Case Summary ------------------------------------------------------ Debtor: C. J. B. Holding & Trust Company LLC c/o Cornelius J. Beck, Jr. 34 Old Evergreen Lane Pawleys Island, SC 29585 Case No.: 15-02839 Chapter 11 Petition Date: May 27, 2015 Court: United States Bankruptcy Court District of South Carolina (Charleston) Debtor's Counsel: Otis Allen Jeffcoat, III, Esq. JEFFCOAT LAW, LLC PO Box 3678 Myrtle Beach, SC 29578-3678 Tel: 843-626-9000 Fax: 843-839-9004 Email: ajeffcoat@jeffcoatlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Cornelius J. Beck, Jr., manager and sole member. The Debtor did not include a list of its largest unsecured creditors when it filed the petition. CLOUDEEVA INC: First Tek's $7.55M Bid Wins April Auction -------------------------------------------------------- Sherri Toub, writing for Bloomberg News, reports that after several rounds of bidding at auction, First Tek Inc.'s $7.55 million cash bid emerged as the highest and best offer for most operating assets of Cloudeeva Inc. The bankruptcy judge signed an order April 9 approving the sale. The sale was scheduled to close April 23. According to the report, if the sale is completed before April 23, First Tek will get a $50,000 per business day credit toward the $7.55 million purchase price, according to court papers. If it's completed after that date, the price will be increased at the rate of $100,000 per business day. First Tek, the stalking horse bidder, initially offered $5.6 million to start the bidding for Cloudeeva. When the dust settled at an April 7 auction, its offer had increased almost 35 percent. Following the sale, the Bankruptcy Court authorized the Richard B. Honig, the Successor Chapter 11 Trustee, to enter into Employee Confidentiality and Proprietary Rights and Stay Bonus Agreements; and to pay stay bonuses to critical employees, in the Trustee's sole discretion. The total amount which the Trustee may pay toward the Stay Bonuses may not exceed $100,000. About Cloudeeva, Inc. Cloudeeva, Inc., a public company previously known as Systems America, Inc., is a global cloud services and technology solutions company specializing in cloud, big data and mobility solutions and services. The company provides information technology staffing services to major clients and third party vendors in the United States and India. The company headquarters are in East Windsor, New Jersey, with regional offices in California, Illinois and international offices in India. Cloudeeva, Inc., and its affiliates sought Chapter 11 bankruptcy protection (Bankr. D.N.J. Lead Case No. 14-24874) in Trenton, New Jersey, on July 21, 2014. The cases are assigned to Judge Kathryn C. Ferguson. Cloudeeva disclosed $4,989,375 in assets and $6,528,910 in liabilities as of the Chapter 11 filing. The company said only $209,000 is owing to its lender Prestige Capital Corp. and more than $5.2 million is owed for trade vendor payables. The Debtors originally tapped Lowenstein Sandler LLP as counsel. However, they later sought approval of Trenk, DiPasquale, Della Fera & Sodono, P.C., to replace Lowenstein Sandler, who retention was not formally approved by order of the Court. The Debtors also tapped Cole, Schotz, Meisel, Forman & Leonard, P.A. as appellate counsel. Kurtzman Carson Consultants LLC serves as claims and noticing agent. * * * On Aug. 22, 2014, Judge Ferguson entered an order dismissing the Debtors' Chapter 11 cases at the behest of Bartronics Asia PTE Ltd. BAPL asserted that the cases were not filed in good faith. The Debtors subsequently filed an appeal challenging the dismissal of their cases. Since then, District Judge Joel A. Pisano for the District of New Jersey entered an order staying the Case Dismissal Order pending further proceedings. Simultaneously, Judge Pisano reinstated the Debtors' bankruptcy cases and authorized the Debtors to be in possession of their assets and the management of their business as debtors-in-possession, subject to the continuing jurisdiction of the Bankruptcy Court and any further orders of the Bankruptcy Court or the District Court. The Debtor filed a Plan of Reorganization and Disclosure Statement on Oct. 7, 2014. The Plan will be funded by cash on-hand on the Effective Date, cash revenues derived from the Debtors' continued operations, and investment of $1.15 million from Cloudeeva India Private Limited or their designee, along with their guarantee of all payments to be made under Plan, in exchange for the equity of the Reorganized Debtors, as agreed in the parties' Plan Support Agreement. That Plan was withdrawn in February 2015. The Court approved the appointment of Stephen Gray as Chapter 11 trustee for the Debtors' estate. The trustee was represented by Saul Ewing LLP. Richard B. Honig was later appointed as the Chapter 11 successor trustee for Cloudeeva Inc. CONGREGATION BIRCHOS: Court Sets June 19 as Claims Bar Date ----------------------------------------------------------- The Hon. Robert D. Drain of the U.S. Bankruptcy Court for the Southern District of New York set June 19, 2015 at 5:00 p.m. as deadline for creditors of Congregation Birchos Yosef to file proofs of claim. Judge Drain also set Aug. 25, 2015, at 5:00 p.m. as last day for governmental units to file their claims. Proofs of claim must be sent via mail, hand delivery or by overnight delivery service to: Clerk of Court 300 Quarropas Street White Plains, NY 10601 About Congregation Birchos Yosef Congregation Birchos Yosef is a religious corporation which was formed on Jan. 16, 1985 for the purposes of creating and maintaining a "House of Worship" in accordance with the traditions of the Hebrew faith and to serve and advance the affairs of the surrounding community under the leadership of the Grand Rebbe of Nikolsburg. Its principal office is located at 201 Route 306, Monsey, New York. It has real properties located in Spring Valley and Monsey, New York. Congregation Birchos Yosef sought bankruptcy protection (Bankr. S.D.N.Y. Case No. 15-22254) in White Plains, New York, on Feb. 26, 2015. Breindy Lebovits signed the petition as vice-president. The Debtor estimated assets and debt of $10 million to $50 million. Douglas J. Pick, Esq., at Pick & Zabicki LLP, in New York, represents the Debtor as counsel. The Debtor has until June 26, 2015, to exclusively file a Chapter 11 plan and disclosure statement. CRYOPORT INC: Amends 1.9 Million Common Shares Prospectus --------------------------------------------------------- Cryoport, Inc. has amended its Form S-1 registration statement relating to the firm commitment public offering of 1,953,125 shares of its common stock, $0.001 par value, together with warrants to purchase 1,953,125 shares of the Company's common stock at an exercise price of 110% of the public offering price of a share of common stock and a warrant to purchase common stock in this offering. The Company amended the Registration Statement to delay its effective date. The Company's common stock is currently traded on the OTC Bulletin Board under the symbol CYRXD. On May 19, 2015, the Company effected a reverse stock split on a 12-to-1 basis. On May 8, 2015, the last reported sale price for the Company's common stock was $7.68 per share. The Company has applied for listing of its common stock and warrants on the NASDAQ Capital Market under the symbols ["CYRX"] and ["*"]. No assurance can be given that the Company's application will be approved. A full-text copy of the Form S-1/A is available for free at: http://is.gd/FeXZaS About Cryoport Lake Forest, Calif.-based CryoPort, Inc. (OTC BB: CYRX) provides comprehensive solutions for frozen cold chain logistics, primarily in the life science industries. Its solutions afford new and reliable alternatives to currently existing products and services utilized for bio-pharmaceuticals and biologics, including in-vitro fertilization, cell lines, vaccines, tissue and other commodities requiring a reliable frozen solution. Cryoport reported a net loss attributable to common stockholders of $12.2 million for the year ended March 31, 2015, compared to a net loss attributable to common stockholders of $19.6 million for the year ended March 31, 2014. As of March 31, 2015, Cryoport had $2.6 million in total assets, $3.02 million in total liabilities and a $416,000 total stockholders' deficit. KMJ Corbin & Company LLP, in Costa Mesa, California, issued a "going concern" qualification on the consolidated financial statements for the year ended March 31, 2015, citing that the Company has incurred recurring operating losses and has had negative cash flows from operations since inception. Although the Company has cash and cash equivalents of $1.4 million at March 31, 2015, management has estimated that cash on hand, which include proceeds from Class B convertible preferred stock received subsequent to the fourth quarter of fiscal 2015, will only be sufficient to allow the Company to continue its operations into the third quarter of fiscal 2016. These matters raise substantial doubt about the Company's ability to continue as a going concern. CUE & LOPEZ: Court Won't Close Bankr. Case Just Yet --------------------------------------------------- The Hon. Brian K. Tester of the U.S. Bankruptcy Court for the District of Puerto Rico denied the application of Cue & Lopez Construction Inc. for the issuance of a final decree under Section 1142 of the Bankruptcy Code closing its case. Guy G. Gebhardt, the United States Trustee for Region 21, opposed the Debtor's application, arguing that (1) properties proposed by the bankruptcy exit plan to be transferred have not been transferred yet; (2) there are still several motions pending resolution by the Court; and (3) the effective date of the plan has not occurred yet; all of which render the entry of a final decree premature. The United States Trustee added that the Debtor has failed to pay the quarterly fees owed for the first calendar quarter of 2015, plus accrued interest, which amounts to $4,886. These fees were due by April 30, 2015, the Trustee noted. As reported in the Troubled Company Reporter on April 30, 2015, Oriental Bank and Trust also filed an application for the issuance of a final decree. On Nov. 19, 2014, the Hon. Brian K. Tester confirmed the Debtor's plan and its supplements. The Court's ruling was also in accordance with the stipulation between the Debtor and Oriental Bank, filed on Aug. 4, 2014. The TCR said on Oct. 29, 2014, the Debtor has filed with the Court a third amendment to its Plan dated Oct. 22, 2014. Under the Third Amended Plan, Class 3 (Oriental Bank) claims, shall be paid on or before the Effective Date, by the transfer to Oriental Bank of the above properties, with a combined estimated value of $856,372.99, and the assignment of the remaining the retainage. In addition, Debtor will pay Oriental Bank $100,000 arising from the retainage assigned by Debtor to Oriental Bank as to the Casa Maggiore Project, not property of Debtor's estate, paid by Casa Maggiore, Inc. to Debtor and returned by Debtor thereto. The $100,000 will be paid by a payment of $25,000 on the Effective Date, the balance to be paid through twelve consecutive equal monthly payments of $3,125 due on the 30th day of the subsequent twelve month and a balloon payment for $37,500 on the 30th day of the thirteen (13) month after the Effective Date. Oriental Bank's Class 5 Claim for $4,192,778.24 which includes Oriental Bank's deficiency claim under Class 3 and Oriental Bank's current unsecured claim, will he dealt with under Class 5 of the Plan. The Debtor will submit quarterly operating reports to Oriental detailing Debtor's revenues, expenses, and results of operations, during the term of the Plan. The Holders of Allowed General Unsecured Claims, including the deficiency claims of the secured creditors set forth above, will be paid in full satisfaction of their claims 5% thereof, through 60 consecutive monthly installments of $12,157, commencing on the Effective Date and continuing on the 30th day of the subsequent 59 months. U.S. Trustee's Objection to Final Decree Guy G. Gebhardt, Acting United States Trustee for Region 21, has opposed the Debtor's request for a final decree, as he understands that the bankruptcy estate has not been fully administered nor has the plan been "substantially consummated." The U.S Trustee said Oriental Bank, whose secured claims are classified under Class 3 of the Plan, was to receive as partial payment for its claims the following properties: a) Residential Unit, Penthouse No. 515, at Hills View Plaza Condominium, Frailes Ward, Guaynabo, Puerto Rico, with an estimated disposition value of $237,526; b) Residential Unit (Apartment No. 633) at Vistas de Gurabo, Puerto Rico, with an estimated disposition value of $132,433; and c) Residential Unit at Urb. Grand Palm II, Sabana Ward, Vega Alta, Puerto Rico, with an estimated disposition value of $174,825. The U.S. Trustee argued that the properties proposed by the plan to be transferred have not been transferred, and there are several motions pending before the Court. In addition, both the Debtor and Oriental Bank seem to agree that the effective date under the plan has not yet occurred; therefore, granting a final decree in this case would be premature. A copy of the Third Amended Plan is available for free at http://bankrupt.com/misc/CUE_LOPEZ_378_3plan.pdf About Cue & Lopez San Juan, Puerto Rico-based Cue & Lopez Construction, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 13-08297) on Oct. 4, 2013. The case is assigned to Judge Brian K. Tester. Cue & Lopez Contractors, Inc., filed a separate Chapter 11 petition (Case No. 13-08299) on the same date. The Debtors are represented by Charles Alfred Cuprill, Esq., at Charles A Curpill, PSC Law Office, in San Juan, Puerto Rico. CPA Luis R. Carrasquillo & Co., P.S.C., serves as accountant. Cue & Lopez Construction scheduled $13.3 million in total assets and $17.5 million in total liabilities. The Chapter 11 petitions were signed by Frank F. Cue Garcia, president. DAE AVIATION: S&P Puts 'B' CCR on CreditWatch Negative ------------------------------------------------------ Standard & Poor's Ratings Services said that it has placed its 'B' corporate credit rating on DAE Aviation Holdings Inc. on CreditWatch with negative implications. S&P is not placing its issue ratings on the company's secured credit facility on CreditWatch as it isare virtually certain that the facility will be repaid as part of the transaction. "The CreditWatch negative placement follows the recent announcement that DAE's current parent, Dubai Aerospace Enterprise Ltd., is selling the company to funds affiliated with the private-equity firm Veritas Capital," said Standard & Poor's credit analyst Christopher Denicolo. Although the terms of the transaction were not disclosed, S&P believes that DAE's leverage could increase materially as a result. Depending on the size of the increase, and how long the company's leverage remains elevated, S&P may lower the rating. S&P plans to resolve the CreditWatch placement after it receives more details from DAE's management and new owners regarding the amount of leverage the company will carry following the proposed transaction, as well as strategic and financial policy. S&P could lower the rating if DAE's leverage increases materially from its current levels (debt-to-EBITDA of 4.5x-5.0x for the 12-months ended March 31, 2015) and S&P expects it to remain elevated for more than 12-18 months. DARLING INGREDIENTS: Moody's Alters Ratings Outlook to Negative --------------------------------------------------------------- Moody's Investors Service affirmed the Corporate Family Rating of Darling Ingredients Inc., but changed the rating outlook to negative from stable. Moody's also changed several other of Darling's ratings in connection with the issuance of new debt which changes the overall secured/unsecured mix within the company's capital structure. As such, Moody's upgraded Darling's senior secured bank credit facilities to Ba1 from Ba2 and senior unsecured debt to Ba3 from B1. Moody's also assigned a Ba3 rating to Darling Global Finance B.V.'s (a wholly owned, indirect subsidiary of Darling) proposed EUR515 million senior unsecured notes. Moody's also lowered Darling's Speculative Grade Rating (SGL) to SGL-2 from SGL-1. "The negative outlook reflects the material volatility and weakness in Darling's operating performance, its moderately high financial leverage, and the possibility of a ratings downgrade if earnings do not improve" said Dominick D'Ascoli, a Vice President and Senior Analyst at Moody's. Darling's earnings and cash flow have exhibited a greater degree of volatility than Moody's had previously expected. A significant contributor to recent volatility and weaker performance has been a material decline in corn and fat prices. EBITDA is well below prior expectations and debt to EBITDA has increased to 4.6 times for the twelve months ended April 4, 2015. The Speculative Grade Rating was lowered to SGL-2 from SGL-1 because of modest cushion under the total leverage financial covenant contained in the company's credit agreement. This covenant was recently amended so that it remains at 5.0 times and no longer steps down. Moody's believes that the amount of debt the company can borrow under the revolving credit facility while remaining in compliance with this covenant will be meaningfully restricted over the next year. Nevertheless, Moody's expect availability to be sufficient to meet operating needs. Darling announced that it will issue EUR515 million in senior unsecured notes at its indirect, wholly-owned subsidiary Darling Global Finance B.V. and that the notes will be guaranteed by the same entities that currently guarantee the existing 5.375% senior unsecured notes due 2022, including Darling Ingredients Inc. Proceeds from the note offering will be used to repay the euro denominated portion of its senior secured term loan B. The repayment of senior secured debt enhances recovery prospects of the remaining senior secured debt because there is less senior debt to satisfy from the value of the collateral. The upgrade to senior secured ratings and senior unsecured ratings is contingent upon successful completion of the note offering and repayment of the euro denominated term loan B facility. Moody's will withdraw the rating on the euro denominated term loan B upon its repayment. Ratings Assigned: Darling Global Finance B.V. -- EUR515 million senior unsecured notes due 2022 at Ba3 (LGD 5) Ratings Affirmed: Darling Ingredients Inc. -- Corporate Family Rating at Ba2 -- Probability of Default Rating at Ba2-PD -- $700 million euro denominated senior secured term loan B at Ba2 (LGD 3) Ratings Lowered: Darling Ingredients Inc. -- Speculative Grade Liquidity Rating to SGL-2 from SGL-1 Ratings Upgraded: Darling Ingredients Inc. -- $1,000 million senior secured revolving credit facility to Ba1 (LGD 3) from Ba2 (LGD 3) -- $350 million senior secured term loan A to Ba1 (LGD 3) from Ba2 (LGD 3) -- $600 million senior secured term loan B to Ba1 (LGD 3) from Ba2 (LGD 3) -- $700 million euro denominated senior secured term loan B to Ba1 (LGD 3) from Ba2 (LGD 3) -- $500 million senior unsecured notes due 2022 to Ba3 (LGD 5) from B1 (LGD 6) The outlook on all ratings is negative. Darling's Ba2 Corporate Family Rating reflects moderately high financial leverage and exposure to earnings and cash flow volatility from commodity price swings. It also reflects exogenous raw material supply risks from animal disease, government regulations, and trade restrictions. The rating also reflects good profitability, good geographic and end market diversity, and the use of raw material pricing formulas that help reduce volatility in a portion of its business. The ratings could be lowered if earnings do not improve or liquidity deteriorates. Moody's could also downgrade the ratings if it expects debt to EBITDA to exceed 4.5 times on a sustained basis. The rating could be upgraded if Darling is able to improve credit metrics. Specifically, the company would need to take measures to reduce volatility in its earnings and cash flow, and sustain debt to EBITDA below 3.5 times. The principal methodology used in this rating was Global Protein and Agriculture Industry published in May 2013. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Darling provides rendering and recycling services to the food industry. The company processes food waste such as animal by-products, used cooking oil, and commercial bakery residuals into ingredients used in diverse applications in the food, pet food, pharmaceutical, feed, fuel and fertilizer industries. Ingredients include gelatin, tallow, feed grade fats, meat and bone meal, poultry meal, yellow grease, fuel feed stocks, natural casings and hides. The company's operations are primarily located in North America and Europe with a modest presence in China, South America, and Australia. Revenues were $4.0 billion for the twelve months ended January 3, 2015. DEWEY & LEBOEUF: Prosecutor Alleges Defunct Firm Cooked Books ------------------------------------------------------------- Sara Randazzo, writing for The Wall Street Journal, reported that with a prosecutor told jurors on May 26 that when the financial crisis was in full swing, a top executive at Dewey & LeBoeuf LLP and two of the law firm's finance department employees met over dinner in Manhattan to figure out accounting adjustments that could help the firm to appear to meet crucial covenants on its bank debts. According to the Journal, prosecutors say the meeting resulted to a so-called "Master Plan," which led to falsely reducing expenses, falsely increasing revenue, and falsifying invoices, among other improper adjustments. Prosecutors allege that ex-Chief Financial Officer Joel Sanders, who they said attended that dinner at Del Frisco's Steakhouse, worked together with ex-Chairman Steven Davis and ex-Executive Director Stephen DiCarmine to oversee a yearslong ploy to mask the true nature of the now-defunct law firm's finances, the Journal related. About Dewey & LeBoeuf Dewey & LeBoeuf LLP sought Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case No. 12-12321) to complete the wind-down of its operations. The firm had struggled with high debt and partner defections. Dewey disclosed debt of $245 million and assets of $193 million in its chapter 11 filing late evening on May 29, 2012. Dewey & LeBoeuf LLP operated as a prestigious, New York City- based, law firm that traced its roots to the 2007 merger of Dewey Ballantine LLP -- originally founded in 1909 as Root, Clark & Bird -- and LeBoeuf, Lamb, Green & MacCrae LLP -- originally founded in 1929. In recent years, more than 1,400 lawyers worked at the firm in numerous domestic and foreign offices. At its peak, Dewey employed about 2,000 people with 1,300 lawyers in 25 offices across the globe. When it filed for bankruptcy, only 150 employees were left to complete the wind-down of the business. Dewey's offices in Hong Kong and Beijing are being wound down. The partners of the separate partnership in England are in process of winding down the business in London and Paris, and administration proceedings in England were commenced May 28. All lawyers in the Madrid and Brussels offices have departed. Nearly all of the lawyers and staff of the Frankfurt office have departed, and the remaining personnel are preparing for the closure. The firm's office in Sao Paulo, Brazil, is being prepared for closure and the liquidation of the firm's local affiliate. The partners of the firm in the Johannesburg office, South Africa, are planning to wind down the practice. The firm's ownership interest in its practice in Warsaw, Poland, was sold to the firm of Greenberg Traurig PA on May 11 for $6 million. The Pension Benefit Guaranty Corp. took $2 million of the proceeds as part of a settlement. Judge Martin Glenn oversees the case. Albert Togut, Esq., at Togut, Segal & Segal LLP, represents the Debtor. Epiq Bankruptcy Solutions LLC serves as claims and notice agent. The petition was signed by Jonathan A. Mitchell, chief restructuring officer. JPMorgan Chase Bank, N.A., as Revolver Agent on behalf of the lenders under the Revolver Agreement, hired Kramer Levin Naftalis & Frankel LLP. JPMorgan, as Collateral Agent for the Revolver Lenders and the Noteholders, hired FTI Consulting and Gulf Atlantic Capital, as financial advisors. The Noteholders hired Bingham McCutchen LLP as counsel. The U.S. Trustee formed two committees -- one to represent unsecured creditors and the second to represent former Dewey partners. The creditors committee hired Brown Rudnick LLP led by Edward S. Weisfelner, Esq., as counsel. The Former Partners hired Tracy L. Klestadt, Esq., and Sean C. Southard, Esq., at Klestadt & Winters, LLP, as counsel. FTI Consulting, Inc. was appointed secured lender trustee for the Secured Lender Trust. Alan Jacobs of AMJ Advisors LLC, was named Dewey's liquidation trustee. Scott E. Ratner, Esq., Frank A. Oswald, Esq., David A. Paul, Esq., Steven S. Flores, Esq., at Togut, Segal & Segal LLP, serve as counsel to the Liquidation Trustee. Dewey's liquidating Chapter 11 plan was approved by the bankruptcy court in February 2013 and implemented in March. The plan created a trust to collect and distribute remaining assets. The firm estimated that midpoint recoveries for secured and unsecured creditors under the plan would be 58.4 percent and 9.1 percent, respectively. DISTRICT AT MCALLEN: Wants Court to Abate Decision on Petition -------------------------------------------------------------- The District at McAllen, LP, movant, City Bank Texas and petitioning creditor, Dr. Ernesto H. Ramirez, agreed to attend mediation on the issue and request the U.S. Bankruptcy Court for the Southern District of Texas to abate its decision on the Involuntary Petition, to allow the mediation to be concluded. The parties will notify the Court of the results of the mediation and will then either request the Court issue its order on the Involuntary Petition or, move to approve any settlement. City Bank is represented by: Mark E. Andrews, Esq. COX SMITH MATTHEWS INCORPORATED 1201 Elm Street, Suite 3300 Dallas, TX 75270 Tel: (214) 698-7800 Fax: (214) 698-7899 E-mail: mandrews@coxsmith.com The Debtor is represented by: Antonio Villeda, Esq. 5414 N. 10th Street McAllen, TX 78504 Tel: (956) 631-9100 Fax: (956) 631-9146 E-mail: avilleda@mybusinesslawyer.com Mr. Ramirez is represented by: Nathaniel Peter Holzer, Esq. JORDAN, HYDEN, WOMBLE, CULBRETH & HOLZER, P.C. The Riviana Building 500 North Shoreline Blvd., Suite 900 Corpus Christi, TX 78401-0341 Tel: (361) 884-5678 Fax: (361) 888-5555 E-mail: pholzer@jhwclaw.com On Dec. 2, 2014, Dr. Ernesto Ramirez filed an involuntary Chapter 11 bankruptcy petition against McAllen, Texas-based The District at McAllen LP (Bankr. S.D. Tex. Case No: 14-70661). The petitioner's counsel is Nathaniel Peter Holzer, Esq., at Jordan Hyden Womble Culbreth & Holzer PC. DORAL FINANCIAL: Judge Approves Sale of Insurance Unit ------------------------------------------------------ Joseph Checkler, writing for The Wall Street Journal, reported that U.S. Bankruptcy Judge Shelley C. Chapman in Manhattan approved the $17.25 million sale of Doral Financial Corp.'s insurance arm to Popular Insurance LLC, which won a competitive auction for the business. According to the Journal, citing prior court filings, Popular Insurance won a 28-round auction on May 12 against Anglo-Puerto Rico Insurance Corp., which had served as the opening bidder with a $10.75 million offer. 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. EASTERN HILLS: Texas Judge Closes Chapter 11 Bankruptcy Case ------------------------------------------------------------ The Hon. Stacey G. Jernigan U.S. Bankruptcy Court for the Northern District of Texas approved an application for final decree closing the Chapter 11 case of Eastern Hills Country Club filed by Robert Yaquinto, Jr., Esq., at Sherman & Yaquinto LLP, the Debtor's trustee and plan agent. As reported in the Troubled Company Reporter on April 30, 2015, according to Mr. Yaquinto, substantial consummation of the Debtor's Chapter 11 reorganization plan has occurred and a final decree should be entered. The trustee has commenced distributions under the Plan and has with few exceptions paid all allowed claims. He will continue distributions under the plan in accordance with the plan. Mr. Yaquinto said the Debtor is not aware of any sums payable to the Clerk or the Court for any charges. The Debtor believes all U.S. Trustee fees due and owing have been paid. To the extent any U.S. Trustee fees are owed, the Debtor will pay such fees in a timely manner upon entry of an order closing this case. Mr. Yaquinto said the Debtor delayed filing the application for final decree because this case presented unique tax issues with which the Debtor was unfamiliar. The final tax return was received by Internal Revenue Service on Jan. 30, 2015 with a request for a prompt determination pursuant to Section 505(b) of the Bankruptcy Code. Mr. Yaquinto can be reached at: Robert Yaquinto, Jr. SHERMAN & YAQUINTO, L.L.P. 509 North Montclair Avenue Dallas, TX 75208-5498 Tel: 214/942-5502 Fax: 214/946-7601 About Eastern Hills Eastern Hills Country Club filed a bare-bones Chapter 11 petition (Bankr. N.D. Tex. Case No. 13-33123) in Dallas on June 21, 2013. The Debtor estimated at least $10 million in assets and less than $1 million in liabilities. The petition was signed by David Harvey as president. Richard W. Ward, Esq., serves as the Debtor's counsel. According to Web site, http://www.easternhillscc.com,the Eastern Hills Country Club in Garland Texas, was established in 1954 and boasts a Ralph Plummer designed 18-hole golf course, 5,000 sq. foot putting green, practice facility, and driving range. The golf course has been home of the Texas Womens Open since 2011. Judge Stacey G. Jernigan presides over the bankruptcy case. Robert Yaquinto, Jr., has been named the Chapter 11 trustee of Eastern Hills Country Club. He is represented by his firm, Sherman & Yaquinto, LLP. On April 15, 2014, the Court granted the trustee approval to sell the principal asset of the Debtor. EL PASO CHILDREN'S HOSPITAL: Has Interim OK to Use Cash ------------------------------------------------------- Judge H. Christopher Mott of the U.S. Bankruptcy Court for the Western District of Texas, El Paso Division, gave El Paso Children's Hospital Corporation and 4845 Alameda Avenue El Paso, Texas 79905, interim authority to use cash collateral securing their prepetition indebtedness through June 11, 2015. No creditors other than El Paso Hospital District d/b/a University Medical Center, Cardinal Health, AmerisourceBergen Drug Corporation, and ASD Specialty Healthcare claim liens on the Debtor's cash collateral. There will be a final hearing on the Debtor's continued use of cash collateral and any objections thereto on June 11, at 1:30 p.m. (MT), 2:30 p.m. (CT). Parties must file and serve objections and exchange witness and exhibit lists on or before June 4. About El Paso Children's Hospital El Paso Children's Hospital Corporation operates the El Paso Children's Hospital, the only not-for-profit children's hospital in the El Paso region and the only dedicated pediatric hospital within a 200-mile radius of El Paso, Texas. The hospital opened its doors in February 2012, features 122 private pediatric rooms, and is located at the campus of El Paso County Hospital District d/b/a University Medical Center of El Paso ("UMC"). The Company sought Chapter 11 protection (Bankr. W.D. Tex. Case No. 15-30784) in El Paso, Texas on May 19, 2015. The case is assigned to Judge H. Christopher Mott, following disputes with UMC. The Debtor tapped Jackson Walker LLP as counsel. The Debtor estimated $50 million to $100 million in assets and liabilities. EL PASO CHILDREN'S HOSPITAL: Patient Info Privacy Protocol OK'd --------------------------------------------------------------- Judge H. Christopher Mott of the U.S. Bankruptcy Court for the Western District of Texas, El Paso Division, approved El Paso Children's Hospital Corporation and 4845 Alameda Avenue El Paso, Texas 79905's procedures to maintain the confidentiality of patient information as required by applicable privacy rules. As previously reported by The Troubled Company Reporter, the Health Insurance Portability and Accountability Act of 1996 ("HIPAA") and the Texas Medical Records Privacy Act ("TMRPA") require the maintenance of confidentiality of patient information. Bankruptcy Rule 1007(a) and Local Rule 1007 require the Debtor to file matrices listing creditors by name and address. In addition, Sec. 521 of the Bankruptcy Code and Bankruptcy Rule 1007 also require the Debtor to publish certain schedules listing information about creditors. Certain current and past patients of the Debtor may assert claims, generally refund claims, against the Debtor, and under the Bankruptcy Code and the applicable Bankruptcy Rules, the Debtor is required to list information about such patients as potential creditors, including their names and addresses, in the creditor matrix and in the Schedules and Statements. Listing any patient's name or address in the matrix, Schedules, and Statement, or any notice or certificate of service, however, may violate the HIPAA Privacy Rule, unless an exception permitting such distribution is satisfied. The procedures balance the need to protect patient health information with the need to disclose information regarding these cases to the public: (a) the Debtor will omit any reference to current or former patients from the matrix of creditors and any certificate of service; (b) the Debtor will identify current or former patients in the Schedules and Statements solely by a code number, such as "Patient 1," "Patient 2," and so forth, and will make an unredacted copy of the Schedules and Statements available to (a) the Court and to the United States Trustee upon request; and (b) any other party-in-interest only after the Court has entered an order, after notice and a hearing, authorizing the Debtor to do so; (c) the Debtor will maintain a list of all current or former patients (the "Patient List") that appear on the matrix of creditors, and shall make the Patient List, or any portion thereof, available to any party-in-interest only after this Court has entered an order, after notice and a hearing, authorizing the Debtor to do so; and (d) when the Debtor serves any paper upon any person listed on the Patient List, the Debtor will note in the respective certificate of service that the parties served include persons listed on the Patient List. About El Paso Children's Hospital El Paso Children's Hospital Corporation operates the El Paso Children's Hospital, the only not-for-profit children's hospital in the El Paso region and the only dedicated pediatric hospital within a 200-mile radius of El Paso, Texas. The hospital opened its doors in February 2012, features 122 private pediatric rooms, and is located at the campus of El Paso County Hospital District d/b/a University Medical Center of El Paso ("UMC"). The Company sought Chapter 11 protection (Bankr. W.D. Tex. Case No. 15-30784) in El Paso, Texas on May 19, 2015. The case is assigned to Judge H. Christopher Mott, following disputes with UMC. The Debtor tapped Jackson Walker LLP as counsel. The Debtor estimated $50 million to $100 million in assets and liabilities. ENDICOTT INTERCONNECT: Court Dismisses EI Transportation's Case --------------------------------------------------------------- The Hon. Diane Davis of the U.S. Bankruptcy Court for the Northern District of New York dismissed the Chapter 11 case of EI Transportation Company, LLC, a debtor-affiliate of Endicott Interconnect Technologies, Inc. As reported in the Troubled Company Reporter on March 31, 2015, according to Transportation, as of the Petition Date, it was not operating and did not have any employees. Since the sale closing, Transportation's counsel investigated the security deposits and prepayments disclosed in Schedule B and determined that all of them were applied by the creditors holding the funds. In addition, Transportation used its cash to pay the quarterly fees due the Office of the U.S. Trustee, so that after paying the outstanding fees due for the fourth quarter of 2014 and first quarter of 2015, cash totaling $95.70 will remain in Transportation's estate. About Endicott Interconnect Endicott Interconnect Technologies, Inc., and its affiliates filed a Chapter 11 petition (Bankr. N.D.N.Y. Case No. 13-61156) in Utica, New York, on July 10, 2013, to sell the business before cash runs out. David W. Van Rossum is the Debtors' sole officer. Bond, Schoeneck & King, PLLC, is counsel to the Debtor. Based in Endicott, New York, and formed in 2002, EIT is the successor to the microelectronics division of IBM Corp. The products are used in aerospace, defense and medication applications, among others. The Company sought Chapter 11 bankruptcy protection after suffering $100 million in operating losses in the last four years. In addition to $16 million in secured claims, trade suppliers are owed $34 million. There is another $32 million owing for loans made by shareholders. The Company said the book value of property is $36 million. The Debtors notified the Bankruptcy Court that the Effective Date of their Second Amended Plan of Liquidation dated Jan. 22, 2015 occurred on Feb. 27, 2015. An official committee of unsecured creditors has been appointed in the case with Avnet Electronics Marketing, Arrow Electronics, Inc., Acbel Polytech, Inc., Cadence Design Systems, Inc., Orbotech, Inc., Tyco Electronics, and High Performance Copper Foil, Inc. as members. The committee is represented by Arent Fox LLP. The official creditors' committee said there could be $20.8 million in claims to bring against insiders. In August 2013, the judge authorized the committee to conduct an investigation of the insiders. EQUESTRIAN PROPERTY: Case Summary & 10 Top Unsecured Creditors -------------------------------------------------------------- Debtor: The Equestrian Property, LLC 6780 SW Martin Hwy Palm City, FL 34990 Case No.: 15-19564 Chapter 11 Petition Date: May 27, 2015 Court: United States Bankruptcy Court Southern District of Florida (West Palm Beach) Judge: Hon. Erik P. Kimball Debtor's Counsel: Susan D. Lasky, Esq. SUSAN D LASKY, PA 915 Middle River Dr, Suite 420 Fort Lauderdale, FL 33304 Tel: (954) 400-7474 Fax: (954) 206-0628 Email: ECF@suelasky.com Jessica@SueLasky.com Total Assets: $1 million Total Liabilities: $2.9 million The petition was signed by George Cosman, managing member. A list of the Debtor's 10 largest unsecured creditors is available for free at http://bankrupt.com/misc/flsb15-19564.pdf ERNESTO MELENDEZ-PEREZ: Awarded $15,641 in Damages -------------------------------------------------- Bankruptcy Judge Enrique S. Lamoutte awarded a total of $15,641.60 in damages in favor of the Plaintiff in the case captioned ERNESTO ANTONIO MELENDEZ PEREZ Plaintiff, v. MARGARITA DIAZ RIVERA Defendant, ADV. PROC. NO. 12-00386 (ESL) (Bankr. D.P.R.) On October 12, 2012, Ernesto A. Melendez Perez filed an adversary proceeding against Defendant Margarita Diaz Rivera, with a prayer for damages under 11 U.S.C. Section 362(k) for the alleged violation by the Defendant of the automatic stay provisions of 11 U.S.C. Section 362(a). The court found the Defendant legally liable for having violated the automatic stay provisions. In determining the extent and amount of damages to be awarded to the Plaintiff, Judge Lamoutte held that an individual injured by any violation of the automatic stay shall recover actual damages, including costs and attorney's fees. This may also include emotional distress when the same is apparent from the particular circumstances involving the stay violation. An evidentiary hearing was held on November 18, 2014. After considering the evidence presented, Judge Lamoutte awarded in favor of the Plaintiff and against the Defendant a total of $15,641.60 in damages consisting of: $10,000 for emotional damages, $1,664 for medical fees, and $3,977.60 for attorneys' fees. A copy of the April 28, 2015 opinion and order is available at http://is.gd/wc18yAfrom Leagle.com. Ms. Diaz-Rivera sought dismissal of Mr. Melendez-Perez's Chapter 11 case (Bankr. D.P.R. Case No. 12-03808), for "failure of the debtor to pay any domestic support obligation that first becomes payable after the date of the filing of the petition." The Debtor opposed. As reported by the TCR on July 23, 2014, Judge Lamoutte denied the Motion to Dismiss as it finds that the life insurance policy obligation is not a domestic support obligation. ERNESTO MELENDEZ-PEREZ: Chapter 11 Plan Confirmed ------------------------------------------------- Bankruptcy Judge Enrique S. Lamoutte confirmed the debtor's Chapter 11 plan of reorganization dated February 27, 2014, in the case captioned IN RE: ERNESTO A. MELENDEZ PEREZ, CHAPTER 11, Debtor, NO. 12-03808 (ESL) (Bankr. D.P.R.) Creditor Margarita Diaz Rivera voted to reject the Plan. Notwithstanding, Judge Lamoutte considered the disclosure statement approved by the court, the chapter 11 plan dated February 17, 2014, the statement in support of confirmation, the ballots showing the acceptances and rejections to the plan, the testimony of the Debtor and CPA Ricardo Justiniano Lanza, the documentary evidence, and the arguments by counsel. He concluded that the chapter 11 plan met the requirements of 11 U.S.C. Section 1129(b). A copy of the May 1, 2015 opinion and order is available at http://is.gd/1WdvDFfrom Leagle.com. FAMILY CHRISTIAN: Seeks Oct. 9 Extension of the Plan Filing Date ---------------------------------------------------------------- Family Christian, LLC, Family Christian Holding, LLC, and FCS Giftco, LLC, ask the U.S. Bankruptcy Court for the Western District of Michigan to extend the exclusive period by which the Debtors may file a plan until October 9, 2015, and solicit votes on that plan until December 8, 2015. The Debtors' counsel, A. Tod Almassian, Esq., at Keller & Almassian, PLC, in Grand Rapids, Michigan, tells the Court that the Debtors require additional time to formulate and file a plan. Since filing the Petition, the Debtors had been actively pursuing a sale process. The Debtors, Mr. Almassian says, are optimistic that closing of the Sale will occur as soon as possible after the June 4, 2015 Sale Hearing and, in any event, no later than June 8, 2015. As the Sale Hearing is only one week prior to the expiration of the June 11, 2015 plan filing exclusivity period, it will be impossible for the Debtors to develop a plan in light of the Sale process and the uncertainty associated therewith, Mr. Almassian asserts. The Debtors are represented by: A. Todd Almassian, Esq. Greg J. Ekdahl, Esq. KELLER & ALMASSIAN, PLC 230 East Fulton Grand Rapids, MI 49503 Telephone No. (616)364-2100 Email: talmassian@kalawgr.com gekdahl@kalawgr.com --- and --- Erich Durlacher, Esq. Brad Baldwin, Esq. BURR & FORMAN LLP 171 17th Street, N.W. - Suite 1100 Atlanta, GA 30363 Telephone: (404)815-3000 Facsimile: (404)817-3244 Email: edurlacher@burr.com bbaldwin@burr.com About Family Christian, LLC. Family Christian Holding, LLC, is the sole owner and member of Family Christian, LLC, which operates and runs Family Christian stores, one of the largest retail sellers of Christian books,  music, DVDs, church supplies, and other faith based merchandise.   Family Christian, LLC, Family Christian Holding, LLC, and FCS Giftco, LLC, filed Chapter 11 bankruptcy petitions (Bankr. W.D. Mich. Lead Case No. 15-00643) on Feb. 11, 2015. The petition was signed by Chuck Bengochea as president and CEO. The Debtors  estimated assets and liabilities of $50 million to $100 million.   The Debtors are being represented by Todd Almassian, Esq., at  Keller & Almassian PLC, and Erich Durlacher, Esq., Brad Baldwin, Esq., Bryan Glover, Esq., at Burr & Forman LLP as counsel.   The U.S. Trustee for Region 9 appointed seven creditors of Family  Christian LLC to serve on the official committee of unsecured  creditors. FL 6801 SPIRITS: Wins Confirmation of Full-Payment Plan ------------------------------------------------------- FL 6801 Spirits LLC, et al., have won approval of a liquidating plan that proposes to pay all creditors in full and make distributions to equity holders. Judge Shelley C. Chapman at the May 20 hearing approved the adequacy of the explanatory disclosure statement. No objections or responses to the Plan and Disclosure Statement were filed. No votes were solicited as no classes of claims are impaired under the Plan. The Debtors filed a notice reflecting the proposed amounts of the administrative claims fund, the disputed claims reserve, and the Expense reserve as contemplated under the Plan. Reserve Proposed Amount ------- --------------- Administrative Claims Fund for Allowed Administrative Claims, including any accrued and estimated Professional Fee Claims and Expenses and additional U.S. Trustee Fees $825,000 Expense Reserve, including fees and expenses to be incurred by the Plan Administrator to effectuate the liquidation and wind down of the Debtors, and resolve and/or object to Disputed Claims $500,000 Disputed Claims Reserve Account for Disputed Claims, including the KM Escrow Fund of approximately $312,400, disputed tax claims and unsecured claims. $590,000 According to the notice of the confirmation order, except for professional fee claims and United States Trustee quarterly fees, all persons and entities including, but not limited to, individuals, partnerships, corporations, estates, trusts and governmental units holding administrative claims or expenses against the Debtors that arose after the closing date (the "Post-Sale Closing Claims"), i.e., unpaid expenses and/or claims that arose on or after Jan. 14, 2015, must file a request for allowance and payment of such claim on or before June 25, 2015. A declaration was filed by Anthony Barsanti, Vice President of Lehman ALI Inc., the sole member of PAMI ALI LLC ("PAMI ALI"), which is, in turn, the sole member and manager of FL 6801 Spirits, in support of confirmation of the Plan, a copy of which is available for free at: http://bankrupt.com/misc/FL_6801_Declaration_Plan.pdf A copy of the order confirming the Plan is available for free at: http://bankrupt.com/misc/FL_6801_Plan_Order.pdf The Liquidating Plan The Debtors in January 2015 sold most of their assets, including the Canyon Ranch Hotel & Spa in Miami Beach, to a Z Capital Partners unit for $21.6 million, following a court-sanctioned auction. Z Capital Florida Resort, LLC, the entity created to acquire the assets, beat rival bidders North Beach Development, LLC and 360 Vox LLC, which opened the auction with a $12 million offer. The primary objective of the Plan is to provide a mechanism to implement the liquidation of the Debtors' remaining assets, reconciling and fixing the claims asserted against the Debtors, and distributing the net liquidation proceeds, including the sale proceeds, in conformity with the distribution scheme provided by the Bankruptcy Code and prior orders of the Court. As of the Petition Date, the Debtors' liabilities consisted primarily of $1.67 million in obligations under a secured loan extended by PAMI ALI LLC. The prepetition secured obligations were satisfied from the sale proceeds. The Plan provides that holders of administrative claims estimated to total $950,000, priority claims totaling $243,000, and general unsecured claims estimated at $1,650,000 will be paid in full. Holders of equity interests will receive any of the proceeds remaining after payment of all claims. No class is impaired. Therefore, all classes are presumed to have accepted the Plan. A copy of the Disclosure Statement dated April 13, 2015 is available for free at: http://bankrupt.com/misc/FL_6801_Spirits_DS.pdf About FL 6801 Spirits FL 6801 Spirits LLC, a wholly owned subsidiary of Lehman Brothers Holdings Inc. and three of its wholly owned subsidiaries filed voluntary Chapter 11 petitions, seeking bankruptcy protection for their condominium hotel property in Miami Beach. The affiliates are FL 6801 Collins North LLC, FL 6801 Collins Central LLC, and FL 6801 Collins South LLC. FL Spirits' Canyon Ranch Living Hotel and Spa is a luxury full-service, ocean front condominium hotel located at the site of the old Carillon Hotel in Miami Beach, Florida. The current operator of the hotel, Canyon Ranch Living, is not a debtor, and operations at the property are expected to continue without interruption. FL Spirits and the three affiliates companies have sought joint administration, with pleadings to be maintained at FL 6801's case docket (Bankr. S.D.N.Y. Lead Case No. 14-11691). FL Spirits has tapped Togut, Segal & Segal LLP as general bankruptcy counsel, Shutts & Bowen LLP as special real estate counsel, CBRE, Inc., as real estate broker, and Prime Clerk as claims and notice agent. Lehman Brothers filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case No. 08-13555) on Sept. 15, 2008. Lehman's bankruptcy petition disclosed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Lehman's Chapter 11 plan became effective on March 6, 2012. FREESEAS INC: Has Deal for Financing of Vessel Acquisition ---------------------------------------------------------- FreeSeas Inc. has entered into an agreement with a group of Norwegian based investors for the financing of the acquisition of assets valued up to US$15 million. Upon the vessel acquisition by the investors, their ship-owning entities will enter into long-term bareboat charter agreements with the Company's subsidiaries including a number of purchase options in the Company's favour, on a profit-sharing basis with the investors. The Company shall identify suitable acquisition candidates within a six-month period. The investors will be responsible for providing suitable bank financing of approximately up to 50% to 60% to enable the completion of the transaction. Depending on the final leverage and acquisition price, a charter hire rate of up to $5,600 per day will be payable after the commencement of the charter. Concurrently with the transaction, the Company has agreed to place a mortgage on the M/V "Free Maverick" as security. The Company has the option to replace the vessel with cash security at any time. If however, the vessel is not replaced by cash security, $1,400 per day will be payable upon the commencement of the bareboat charter of the acquisition vessel. In addition, the M/V "Free Hero" and M/V "Free Goddess" have been sold for consideration as part of the security package, and the Company's subsidiaries have entered into long-term bareboat agreements for those vessels with purchase options at a daily hire rate of $1,100 per vessel. The total agreed security provided by the Company amounts to US$9 million, with a cash release of up to US$2 million in stages. Mr. Ion G. Varouxakis, chairman, president and chief executive officer of the Company, commented: "We are pleased to enter into these agreements, which enable the Company to leverage its balance sheet for fleet expansion at an opportune time for counter-cyclical investments in the dry-bulk market. Being positioned as a buyer in a falling asset prices environment we believe is the best possible strategy. The demonstrated ability of the Company to raise capital even in difficult environments is a testament to the dedication and determination of management and the board to succeed in its goal to turn around the Company to profitability." About FreeSeas Inc. Headquartered in Athens, Greece, FreeSeas Inc., formerly known as Adventure Holdings S.A., was incorporated in the Marshall Islands on April 23, 2004, for the purpose of being the ultimate holding company of ship-owning companies. The management of FreeSeas' vessels is performed by Free Bulkers S.A., a Marshall Islands company that is controlled by Ion G. Varouxakis, the Company's Chairman, President and CEO, and one of the Company's principal shareholders. The Company's fleet consists of six Handysize vessels and one Handymax vessel that carry a variety of drybulk commodities, including iron ore, grain and coal, which are referred to as "major bulks," as well as bauxite, phosphate, fertilizers, steel products, cement, sugar and rice, or "minor bulks." As of Oct. 12, 2012, the aggregate dwt of the Company's operational fleet is approximately 197,200 dwt and the average age of its fleet is 15 years. Freeseas reported a net loss of $12.7 million in 2014, a net loss of $48.7 million in 2013 and a net loss of $30.9 million in 2012. As of Dec. 31, 2014, the Company had $64.25 million in total assets, $39.2 million in total liabilities and $25 million total shareholders' equity. RBSM 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 incurred recurring operating losses and has a working capital deficiency. In addition, the Company has failed to meet scheduled payment obligations under its loan facilities and has not complied with certain covenants included in its loan agreements. Furthermore, the vast majority of the Company's assets are considered to be highly illiquid and if the Company were forced to liquidate, the amount realized by the Company could be substantially lower that the carrying value of these assets. Also, the Company has disclosed alternative methods of testing the carrying value of its vessels for purposes of testing for impairment during the year ended December 31, 2014. These conditions among others raise substantial doubt about the Company's ability to continue as a going concern. FTS INTERNATIONAL: S&P Lowers CCR to 'B-', Outlook Stable --------------------------------------------------------- Standard & Poor's Ratings Services said it lowered its corporate credit rating on Fort Worth, Texas-based oilfield services provider FTS International Inc. (FTSI) to 'B-' from 'B'. The outlook is stable. At the same time, S&P lowered its issue-level rating on the company's existing senior secured debt to 'CCC+' from 'B', and revised its recovery rating on the debt to '5' from '4'. The '5' recovery rating reflects S&P's expectation of modest (10% to 30%; higher end of range) recovery to creditors in the event of a payment default. S&P also assigned its 'B+' issue-level rating and '1' recovery rating to the company's proposed $350 million senior secured floating rate notes. The '1' recovery rating reflects S&P's estimate of very high (90% to 100%) recovery to creditors in the event of a default. "The downgrade reflects our expectation that prices for hydraulic fracturing services will remain significantly depressed until the first half of 2016 due to a fall in U.S. onshore drilling activity and severe overcapacity in the market," said Standard & Poor's credit analyst Christine Besset. "We now forecast that FTS International's EBITDA will be close to zero in 2015, before recovering in 2016 and 2017, which is in line with our expectations of strengthening oil prices and a gradual recovery in drilling activity," she added. S&P expects the company's FFO to debt and debt to EBITDA to be below 12% and above 6x, respectively, over the next two years. However, S&P believes that the proposed notes issuance will enable the company to maintain "strong" liquidity, as defined in S&P's criteria, throughout the industry downturn, and therefore, S&P maintains a stable outlook on its ratings. S&P assesses FTSI's business risk profile as "vulnerable" and the financial risk profile as "highly leveraged." S&P characterizes the company's liquidity as "strong," as defined in its criteria. The stable outlook reflects S&P's expectation that FTS will maintain strong liquidity through the downturn pro forma for the proposed transaction. S&P could lower the rating if it expected liquidity to deteriorate, which would most likely occur if demand for fracking services weakened further than currently forecast or S&P believed that the capital structure becomes unsustainable. S&P could revise the outlook to stable if it expected that FTSI's FFO to debt ratio would remain above 12% for a sustained period and strong liquidity, which would most likely occur if the company can maintain EBITDA margins above 12%. GARLOCK SEALING: Settles Asbestos Claims; File Reorganization Plan ------------------------------------------------------------------ A Settlement has been reached in a bankruptcy involving claims about exposure to asbestos-containing gasket and packing products. Garlock Sealing Technologies LLC, The Anchor Packing Company, and Garrison Litigation Management Group, Ltd. have filed a plan of reorganization to restructure their business and pay claims. The products (with names like Garlock, Blue-Gard, Gylon, and Flexseal) were used in places where steam, hot liquid or acids moved through pipes, including in shipbuilding, oil refinery, chemical, paper and pulp, semi-conductor, power, and construction industries as well as in maritime/naval vessels. Rights may be affected for individuals who: -- Worked with or around Garlock asbestos-containing gaskets or packing, or any other asbestos-containing product for which Debtors are responsible, or -- Have a claim now or in the future against the Debtors for asbestos-related disease caused by any person's exposure to asbestos-containing products. Even if individuals have not yet been diagnosed with any disease or experienced any symptoms, their rights may be affected. The Court has appointed a Future Claimants' Representative ("FCR") to represent the rights of these future claimants. Future claimants do not need to file a claim at this time. The Plan is the result of a settlement agreement between the FCR, the Debtors, and the Debtors' parent company. The Plan proposes to use $357.5 million to pay, in full, all pending and future asbestos claims against Garlock and Garrison. If necessary, up to $132 million in additional funding will be provided. If the Plan is approved, individuals will no longer be able to file claims directly against the Debtors or affiliated companies. If individuals have claims only against Anchor, they are not expected to recover anything, as that company has no assets and will be dissolved. Individuals must file a claim by October 6, 2015, if they: -- Have a claim against Garlock or Garrison based on an asbestos-related injury diagnosed on or before August 1, 2014, -- Have not settled with the Debtors, and -- Filed a lawsuit against any other defendant or a claim against any asbestos trust as of August 1, 2014. If they do not file a claim, they may lose the right to bring a claim in the future. Individuals diagnosed with disease after August 1, 2014 do not have to file a claim at this time, but may be able to vote or object to the Plan. All identifiable asbestos claimants or their attorneys will receive the "Solicitation Package." This includes the Plan, Voting Ballot, and other information. If an individual has not filed a claim yet, they can vote on the Plan by providing certified information about their claim, or making a motion to vote as described in the Solicitation Package available online or by calling the toll-free number. Individuals will need to vote on the Plan by October 6, 2015. The FCR will support and vote to accept the Plan on behalf of the future claimants. Individuals may also object to the Plan and the adequacy of the FCR's representation of future claimants by October 6, 2015. A hearing to consider confirmation of the Plan will begin at 10:00 a.m. ET on June 20, 2016, at the US Bankruptcy Court, Western District of North Carolina, 401 West Trade Street, Charlotte, NC 28202. Please visit the website, http://www.GarlockNotice.com/for more information and important documents. About Garlock Sealing Headquartered in Palmyra, New York, Garlock Sealing Technologies LLC is a unit of EnPro Industries, Inc. (NYSE: NPO). For more than a century, Garlock has been helping customers efficiently seal the toughest process fluids in the most demanding applications. On June 5, 2010, Garlock filed a voluntary Chapter 11 petition (Bankr. W.D.N.C. Case No. 10-31607) in Charlotte, North Carolina, to establish a trust to resolve all current and future asbestos claims against Garlock under Section 524(g) of the U.S. Bankruptcy Code. The Debtor estimated $500 million to $1 billion in assets and up to $500 million in debts as of the Petition Date. Affiliates The Anchor Packing Company and Garrison Litigation Management Group, Ltd., also filed for bankruptcy. Albert F. Durham, Esq., at Rayburn Cooper & Durham, P.A., represents the Debtor in their Chapter 11 effort. Garland S. Cassada, Esq., at Robinson Bradshaw & Hinson, serves as counsel for asbestos matters. The Official Committee of Asbestos Personal Injury Claimants in the Chapter 11 cases is represented by Travis W. Moon, Esq., at Hamilton Moon Stephens Steele & Martin, PLLC, in Charlotte, NC, Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, in New York, and Trevor W. Swett III, Esq., Leslie M. Kelleher, Esq., and Jeanna Rickards Koski, Esq., in Washington, D.C. 20005. Joseph W. Grier, III, the Court-appointed legal representative for future asbestos claimants, has retained A. Cotten Wright, Esq., at Grier Furr & Crisp, PA, and Richard H. Wyron, Esq., and Jonathan P. Guy, Esq., at Orrick, Herrington & Sutcliffe LLP, as his co-counsel. Judge George Hodges of the United States Bankruptcy Court for the Western District of North Carolina on Jan. 10, 2014, entered an order estimating the liability for present and future mesothelioma claims against Garlock Sealing at $125 million, consistent with the positions GST put forth at trial. GASTAR EXPLORATION: Moody's Alters Outlook to Stable ---------------------------------------------------- Moody's Investors Service changed Gastar Exploration Inc.'s outlook to stable from positive and affirmed its Caa1 Corporate Family Rating. Moody's also affirmed Gastar's Caa1-PD Probability of Default, Caa2 senior secured notes rating, and SGL-3 speculative grade liquidity rating. "The continuing weak commodity price environment is pressuring Gastar's cash flow based metrics and is not allowing it to grow its production meaningfully," said Arvinder Saluja, Moody's Vice President. Ratings Affirmed: Gastar Exploration Inc. -- Corporate Family Rating (CFR) -- Caa1 -- Probability of Default -- Caa1-PD -- $325 million Senior Secured Notes -- Caa2 (LGD 5 from LGD 4) -- Speculative Grade Liquidity Rating -- SGL-3 Outlook Actions: -- Outlook to Stable from Positive Gastar's Caa1 CFR reflects its relatively modest scale and geographic concentration, execution risk related to growth, its limited track record in the Hunton Limestone play, and weak cash flow coverage metrics. Even though Gastar has a balanced production mix with roughly 50% natural gas, 30% oil, and 20% natural gas liquids (NGLs), weaker prices have impacted all three streams. This tough environment makes it harder for Gastar to increase its production scale due to decreased capex and drilling activity. The rating is supported by Gastar's operator status for most of its reserves, particularly in the Marcellus Shale, track record of using joint ventures (JVs) to reduce capital spending, and available inventory of drilling opportunities to facilitate future growth when cash flow permits. The company has adequate liquidity, as reflected by the speculative grade liquidity rating of SGL-3, to cover its cash needs through at least early-2016. Moody's expect the company to use cash from operations and available liquidity (including revolver borrowings) to fund its capital spending program. The company upsized its borrowing base revolver to $200 million in March 2015 and adjusted its covenants to provide increased cushion. It had $135 million available under the revolver as of March 31, 2015. However, the borrowing base could decline in next redeterminations and covenant cushion could decrease in 2016 as requirements step up and favorable hedges roll off. The stable outlook reflects the expectation that Gastar will maintain its production, reserves base, and adequate liquidity in this difficult price environment. An upgrade is possible if retained cash flow to debt approaches 20% while the company maintains its production and reserve base as well as adequate liquidity. A meaningful decline in production and/or weak liquidity could prompt a downgrade. Sustained leverage above $40,000 / boe/d on a production basis and above $14/boe on a PD reserves basis could also lead to a negative ratings action. The principal methodology used in these ratings was Global Independent Exploration and Production Industry published in December 2011. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Gastar is a publicly traded independent oil and gas exploration and production company, which is headquartered in Houston, Texas. GENERAL MOTORS: Bankr. Judge Grants Stay of Ignition Switch Suits ----------------------------------------------------------------- Law360 reported that U.S. Bankruptcy Judge Robert Gerber in New York agreed to stay dozens of suits filed against General Motors Co. in connection with ignition switch defects for certain cars, saying that dismissing the cases at this juncture could prove "cumbersome" if plaintiffs' appeal of his order barring the suits is successful. According to the report, Judge Gerber had allowed General Motors Co. to emerge from bankruptcy in 2009 and leave behind liabilities from "Old GM," and ruled in mid-April that those protections blocked most car owners seeking to sue the new company. About General Motors With its global headquarters in Detroit, Michigan, General Motors -- http://www.gm.com/-- is one of the world's largest automakers, traces its roots back to 1908. General Motors Co. was formed to acquire the operations of General Motors Corp. through a sale under 11 U.S.C. Sec. 363 following Old GM's bankruptcy filing. The U.S. government provided financing. The deal was closed July 10, 2009, and Old GM changed its name to Motors Liquidation Co. Old GM -- General Motors Corporation -- filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on June 1, 2009. The Honorable Robert E. Gerber presides over the Chapter 11 cases. The Debtors tapped Weil, Gotshal & Manges LLP Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel; and Morgan Stanley, Evercore Partners and the Blackstone Group LLP as financial advisor. Garden City Group is the claims and notice agent of the Debtors. The U.S. Trustee appointed an Official Committee of Unsecured Creditors and a separate Official Committee of Unsecured Creditors Holding Asbestos-Related Claims. Lawyers at Kramer Levin Naftalis & Frankel LLP served as bankruptcy counsel to the Creditors Committee. Attorneys at Butzel Long served as counsel on supplier contract matters. FTI Consulting Inc. served as financial advisors to the Creditors Committee. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, represented the Asbestos Committee. Legal Analysis Systems, Inc., served as asbestos valuation analyst. The Bankruptcy Court entered an order confirming the Debtors' Second Amended Joint Chapter 11 Plan on March 29, 2011. The Plan was declared effect on March 31. On Dec. 15, 2011, Motors Liquidation was dissolved. On the Dissolution Date, pursuant to the Plan and the Motors Liquidation Company GUC Trust Agreement, dated March 30, 2011, between the parties thereto, the trust administrator and trustee -- GUC Trust Administrator -- of the Motors Liquidation Company GUC Trust, assumed responsibility for the affairs of and certain claims against MLC and its debtor subsidiaries that were not concluded prior to the Dissolution Date. * * * The Troubled Company Reporter, on Aug. 29, 2014, reported that Fitch Ratings has affirmed the Issuer Default Ratings (IDRs) of General Motors Company (GM) and its General Motors Holdings LLC (GM Holdings) subsidiary at 'BB+'. In addition, Fitch has affirmed GM Holdings' secured revolving credit facility rating at 'BBB-' and GM's senior unsecured notes rating at 'BB+'. The Rating Outlook for GM and GM Holdings is Positive. GOLD RIVER: Court Approves Keller Williams as Real Estate Broker ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California authorized Gold River Valley, LLC, to employ Keller Williams Santa Monica/Pacific Palisades as real estate broker, effective as of Feb. 16, 2015. To the best of the Debtor's knowledge, Keller Williams is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. Gold River Valley, LLC, sought Chapter 11 bankruptcy protection (Bankr. C.D. Cal. Case No. 15-10691) in Los Angeles, on Jan. 16, 2015. David B. Golubchik, Esq., and Jeffrey S. Kwong, Esq., at Levene, Neale, Bender, Yoo & Brill L.L.P., represents the Debtor as counsel. The Debtor disclosed $12,000,000 in assets and $8,720,911 in liabilities as of the Chapter 11 filing. GOLDEN LAND: Judge Set to Confirm Sale-Based Plan ------------------------------------------------- Judge Nancy Hershey Lord on May 19 held a hearing on the Amended Chapter 11 Plan for Golden Land LLC. The Plan was proposed by its Chapter 11 Trustee and creditor 37 Avenue Realty Associates, LLC, and is set to confirm the Plan. A public auction sale was conducted on April 30 for the Debtor's real property located at 142-21/27 37th Avenue, Queens, New York 11354, consisting of four commercial condominium units, eleven residential condominium units and 29 parking spaces. Winnie Lam and Brian Lam, their designees or assignees, submitted the highest bid for the property with a purchase price of $11,750,000. Gregory M. Messer, the Chapter 11 Trustee won approval of the disclosure statement explaining the Plan on April 2, 2015. The judge scheduled an auction for April 30 and scheduled a Plan confirmation hearing for May 7, which was adjourned to May 7. The court-approved sale rules provided that secured creditor 37 Avenue Realty Associates LLC, will provide an initial credit bid of $12,600,000 and will be permitted to increase its credit bid at the auction up to the maximum amount of its allowed secured claim of $13.8 million. According to the Proposed Plan Order, however, at the April 30 auction, 37 ARA agreed to a accept sum less than the amount of its secured claim and the Joint Plan proponents agreed to accept a sum less than the minimum credit bid set forth in the Amended Plan. According to the proposed Plan Order submitted by the Trustee on May 27, no objections to the Joint Plan or to the sale of the Property has been filed. According to the balloting report, 37 ARA, as holder of the sole claim in Class 1, voted to accept the Plan. AC Tower Condominium, the sole claimant in Class 2, did not submit a ballot. No ballots were also received from holders of unsecured claims in Class 3. Holders of member interests in Class 4 were not impaired under the Plan. The Proposed Order provides that in the event that Al Yueh Chang, Yu Ying Chen, Mei Di Kui and/or AC Tower Condominium, Inc., collectively or jointly, fail to vacate the Property and surrender physical possession to the Trustee within three calendar days of the entry of the Order, the United States Marshals for the Eastern District of New York and/or the Sheriff of Queens County are authorized and directed to assist the Trustee, 37 ARA or the Purchasers, if necessary, to evict Al Yueh Chang, Yu Ying Chen, Mei Di Kui and/or AC Tower Condominium, Inc. from the Property. A copy of the Disclosure Statement dated Feb. 4, 2015, is available for free at: A copy of the disclosure statement dated Feb. 4, 2015 is available for free at: http://bankrupt.com/misc/Golden_Land_Trustee_ARA_DS.pdf A copy of the Proposed Order Confirming the Plan is available at: http://bankrupt.com/misc/Golden_Land_Proposed_Plan_Order.pdf About Golden Land LLC Golden Land LLC owns real property located at 142-21/27 37th Avenue, Queens, New York. The premises is commercial investment property, consisting of four commercial condominium units, twenty-nine parking spaces, and eleven residential condominium units contained in the building known as the American-Chinese Tower Condominium and located at 142-21/27 37th Avenue, Queens, New York. Using financing from Chinatrust Bank, the Debtor constructed the building in 2003 and sold 19 units over the next several years before falling into default with its lender at the time. Chinatrust thereafter commenced a foreclosure action in 2012, and sometime shortly thereafter sold the loan and underlying loan documents to 37 Avenue Realty Associates LLC. In the foreclosure action, Lawrence Litwack was appointed receiver. Golden Land LLC filed for Chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Case No. 14-42315) in Brooklyn, New York, on May 8, 2014. The Debtor disclosed $15,423,997 in assets and $13,459,740 in liabilities as of the Chapter 11 filing. Judge Nancy Hershey Lord on July 9, 2014, entered an order directing that the receiver remain in possession of the premises. Xiangan Gong, Esq., at Xiangan Gong serves as the Debtor's counsel. Gregory Messer, the Chapter 11 Operating Trustee tapped LaMonica Herbst & Maniscalco LLP as his counsel and Besen & Associates as his broker. GREEN AUTOMOTIVE: Appoints 2 Directors to Board ----------------------------------------------- Green Automotive Company appointed Mr. Ben Rainwater and Ms. Agnes Cha to its Board of Directors. In addition, the Board appointed Mr. Rainwater as the Company's chief executive officer and Ms. Cha as the Company's senior vice president, corporate affairs, effective on May 14, 2015, according to a Form 8-K filed with the Securities and Exchange Commission. Pursuant to these appointments the Company agreed to issue Mr. Rainwater and Ms. Cha 150,000 shares of its Series A Convertible Preferred Stock each. When issued, the issuances will be exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, since the investors are either accredited or sophisticated investors and are familiar with our operations. Since June 6, 2014, Mr. Rainwater has been the president and chief executive officer of BRAC Global Automotive, Inc. where his current responsibilities include assessing business needs and developing new businesses and short and long-term strategies to improve operational performance/efficiencies directed toward increased business proficiency and profitability. Prior to founding BRAC, Mr. Rainwater worked for Daewoo Motor America, Inc. in the positions of senior vice president, parts and service, where he was a member of the management team that launched the Daewoo brand in the United States and helped develop Daewoo's retail business to greater than 560 dealers in three years. Before working for Daewoo, Mr. Rainwater held positions with Kia Motors America, Inc., Daihatsu Motor Company, Mitsubishi Motor Sales of America, Inc., and American Honda Motor Company. Mr. Rainwater previously served as a director of Green Automotive Company for terms in 2010 and again in 2011. Mr. Rainwater received his B.A. in Business Administration from Suffield University. Mr. Rainwater's prior experience of 35+ years of being in the automotive industry, as well as his experience with four prior successful startup companies in the automotive industry makes Mr. Rainwater an ideal director for the company considering our primary business plan of manufacturing and selling vehicles and buses. Since June 6, 2014, Ms. Cha has been the senior vice president of corporate affairs of BRAC Global Automotive, Inc. where her current responsibilities include negotiating contracts, determining business trade terms, advising on potential deals and acquisitions, and assisting with financing transactions. Prior to founding BRAC, Ms. Cha worked for Daewoo Motor America, Inc., where she served as its associate general counsel. She then served as the general counsel, corporate secretary, and a member of the Board of Directors for StarPoint U.S.A., Inc. Ms. Cha received her B.A. from Vassar College and her J.D. from Brooklyn Law School. Ms. Cha's prior experience in the automotive industry, as well as her experience as a corporate secretary and member of a Board of Directors of an automotive company makes Ms. Cha an ideal director for the company considering its primary business plan of manufacturing and selling vehicles and buses. About Green Automotive Company Green Automotive Company is a vehicle design, engineering, manufacturing and distribution company. The Company also provides after sales program. It possesses a portfolio of businesses and is active in three main market segments: Cutting edge technology development, engineering and design with a focus on zero and low emission vehicle solutions; Manufacturing and customization of vehicles for markets with the potential to be converted into low emission or electric vehicles, such as shuttle buses, taxis, commercial vehicles, and After sales services for electric or low emission vehicles, including servicing and repair. The Company's balance sheet at June 30, 2014, showed $1.47 million in total assets, $17.9 million in total liabilities, and a stockholders' deficit of $16.5 million. The Company has sustained recurring operating losses and past due payables. These conditions, among others, give rise to substantial doubt about its ability to continue as a going concern, according to the Company's Form 10-Q for the period ended June 30, 2014. GREEN PLAINS: Moody's Affirms 'B2' Corporate Family Rating ---------------------------------------------------------- Moody's Investors Service affirmed all ratings for Green Plains Inc., including the B2 Corporate Family Rating and B2 rating on the company's senior secured credit facilities. The affirmation follows Green Plains' announcement that it plans to issue a $120 million add-on senior secured term loan. Proceeds will be used to take out various plant-level financing at six of the company's twelve ethanol plants not included in the existing rated term loan. The rating outlook is stable. "The transaction is leverage neutral, but improves financial flexibility by reducing the complexity of the company's capital structure and simplifying financial maintenance covenants at a time when we believe operating performance will remain weak relative to 2014," said Ben Nelson, Moody's Assistant Vice President and lead analyst for Green Plains Inc. Issuer: Green Plains Inc. -- Corporate Family Rating, Affirmed B2; -- Probability of Default Rating, Affirmed B2-PD; -- Speculative Grade Liquidity Rating, Affirmed SGL-2 -- Outlook, Stable. Issuer: Green Plains Processing LLC -- Senior Secured Term Loan; Affirmed B2 (LGD3); -- Outlook, Stable. The B2 Corporate Family Rating balances strong mid-cycle credit metrics for the rating category with significant industry risk and the potential for elevated earnings volatility over the longer term. Moody's assessment of the ethanol industry is driven by political uncertainty with respect to regulatory mandates that support demand, expected margin volatility from ongoing fluctuations in corn and ethanol prices, and a highly competitive environment with minimal product differentiation and some better-capitalized competitors. High cash balances and management's public statements about reducing net debt are key supporting factors for the rating given Moody's view of the industry. The rating also benefits from modest cost advantages relative to smaller ethanol produces, evidenced by the company's operating history during the drought of 2012, non-ethanol revenue streams from the sale of distillers grains and corn oil, operational diversity, near-term commodity hedging practices, good liquidity, and some degree of maturation in the ethanol industry. However, a run-up in corn prices associated with drought conditions in 2012, which caused leverage to rise to over 8 times (Debt/EBITDA), and a downturn in ethanol prices in the first quarter of 2015, which pushed ethanol-related EBITDA to breakeven levels, demonstrated the potential for margin volatility in this business. Moody's believes that that financial performance will improve sequentially from the first quarter of 2015, but that the company will be down year-over-year in 2015. Moody's expects adjusted financial leverage to increase by at least one turn over this horizon from the high 2 times for the twelve months ended March 31, 2015, but the company should remain cash flow positive and liquidity should remain solid. Green Plains reported about $400 million of cash and well over $100 million of revolver availability at March 31, 2015. These factors also drive the affirmation of the SGL-2 Speculative Grade Liquidity Rating. In addition, Green Plains has provided additional clarity regarding a proposed master limited partnership ("MLP") involving its storage and transportation assets. While the potential MLP is not factored into the ratings at present, Moody's views the structure as credit-negative because it diverts cash flow to unit holders and leaves the remaining business with more volatile cash flows. The company expects to raise $200-$250 million of pre-tax proceeds, of which a significant portion it would need to devote to tax payments after writing up the related assets, and expects to remain in control of the MLP. The structure could become a material credit negative if the company does not reduce debt or if Moody's projections had average leverage in excess of 4 times over the cycle. Moody's likely would increase the liquidity expectations associated with the B2 CFR based on the higher expected volatility of cash flows. The stable outlook assumes that industry conditions will improve from the lows seen in the first quarter and that Green Plains will maintain good liquidity to support operations in the near-term. Given the expectation for deterioration in the company's credit metrics, rating upside is limited at present. However, Moody's could upgrade the rating if the company builds cash balances that are sustained at well over $400 million. Moody's could downgrade the rating with expectations for leverage sustained above 5 times, available liquidity below $300 million, or balance sheet cash below $200 million. Adverse regulatory developments could also have negative rating implications. The principal methodology used in these ratings was Global Chemical Industry Rating Methodology published in December 2013. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Green Plains Inc. is a publicly-traded ethanol producer. GPRE owns 43 million bushels of grain storage, 12 dry mill ethanol plants with over 1 billion gallons of capacity, 250 million pounds of corn oil production from unit attached to the ethanol plants, and marketing and distribution terminals. Green Plains Processing LLC is a wholly-owned subsidiary of GPRE. Green Plains Processing contains six of GPRE's twelve ethanol plants and the associated corn oil assets and following the close of the transaction, will include all of them. The subsidiary's current plants include Atkinson, Bluffton, Central City, Ord, Otter Tail, and Shenandoah. GPRE generated $3.1 billion of revenue, respectively, for the twelve months ended March 31, 2015. HERCULES OFFSHORE: Stockholders Elect 2 Class I Directors --------------------------------------------------------- Hercules Offshore, Inc., held its annual meeting of stockholders on May 20, 2015, at which the stockholders elected John T. Rynd and Steven A. Webster as Class I directors for three-year terms. The stockholders also approved, on an advisory basis, the compensation of the Company's named executive officers and ratified the appointment of Ernst & Young LLP as independent registered public accounting firm for the Company for the year ending Dec. 31, 2015. About Hercules Offshore Hercules Offshore Inc. (NASDAQ: HERO) -- http://www.herculesoffshore.com/-- provides shallow-water drilling and marine services to the oil and natural gas exploration and production industry in the United States, Gulf of Mexico and internationally. The Company provides these services to integrated energy companies, independent oil and natural gas operators and national oil companies. The Company operates in six business segments: Domestic Offshore, International Offshore, Inland, Domestic Liftboats, International Liftboats and Delta Towing. Hercules Offshore reported a net loss of $216 million in 2014, compared with a net loss of $68.1 million in 2013. As of March 31, 2015, the Company had $1.93 billion in total assets, $1.37 billion in total liabilities and $559 million in stockholders' equity. * * * The TCR reported in March 2015 that Moody's Investors Service downgraded Hercules Offshore, Inc.'s Corporate Family Rating to Caa2 from B2. The Caa2 Corporate Family Rating (CFR) reflects the company's contract roll-off and sparse contract coverage through the June 2016, its aging fleet, and the projection for a deterioration of its liquidity position. As reported by the TCR on March 2, 2015, Standard & Poor's Ratings Services lowered its corporate credit rating on Houston-based Hercules Offshore Inc. to 'CCC+' from 'B-'. "The downgrade reflects our expectation of deteriorating liquidity over the next year, as well as the company's escalating debt leverage," said Standard & Poor's credit analyst Stephen Scovotti. HORIZON LINES: Has 40.7 Million Outstanding Common Stock -------------------------------------------------------- Horizon Lines, Inc., filed an amendment No. 1 on Form 10-K/A to its annual report on Form 10-K for the fiscal year ended Dec. 21, 2014, to amend the cover page to list the Company's common stock under the caption entitled "Securities registered pursuant to Section 12(g) of the Act" and remove the Company's common stock from the caption entitled "Securities registered pursuant to Section 12(b) of the Act." As of March 5, 2015, 40,753,063 shares of common stock, par value $.01 per share, were outstanding. About Horizon Lines Horizon Lines, Inc., is a domestic ocean shipping company and the only ocean cargo carrier serving all three noncontiguous domestic markets of Alaska, Hawaii and Puerto Rico from the continental United States. The company owns a fleet of 13 fully Jones Act qualified vessels and operates five port terminals in Alaska, Hawaii and Puerto Rico. A trusted partner for many of the nation's leading retailers, manufacturers and U.S. government agencies, Horizon Lines provides reliable transportation services that leverage its unique combination of ocean transportation and inland distribution capabilities to deliver goods that are vital to the prosperity of the markets it serves. The company is based in Charlotte, NC, and its stock trades on the over-the-counter market under the symbol HRZL. Horizon Lines reported a net loss of $94.6 million for the year ended Dec. 21, 2014, compared to a net loss of $31.9 million for the year ended Dec. 22, 2013. As of March 22, 2015, the Company had $542 million in total assets, $711 million in total liabilities, and a $169 million total stockholders' deficiency. * * * In June 2012, Moody's Investors Service affirmed Horizon Lines' Corporate Family Rating and Probability of Default Rating at 'Caa2' and removed the 'LD' ("Limited Default") designation from the rating in recognition of the conversion to equity of the $228 million of Series A and Series B Convertible Senior Secured notes due in October 2017 ("Notes"). Moody's said the affirmation of the CFR and PDR considers that total debt has been reduced by the conversion of the Notes, but also recognizes the significant operating challenges that the company continues to face. HORNED DORSET: Proposes General Manager as Representative --------------------------------------------------------- The Horned Dorset Primavera Inc. asks the U.S. Bankruptcy Court for the District of Puerto Rico to allow Wilhelm Sack to perform all acts to be performed by the Debtor and attend on behalf of the Debtor any examination, meeting or hearing unless the Court orders otherwise. According to the Debtor, Mr. Sack, as General Manager of the Debtor, is knowledgeable of all pertinent financial information concerning the Debtor, as well as business operations and its future rehabilitation. About The Horned Dorset Primavera The Horned Dorset Primavera Inc. operates the Horned Dorset Primavera, a small luxury hotel located in northwestern Puerto Rico, two miles from the town of Rincon. The hotel -- http://www.horneddorset.net/-- is set among rolling hills at the edge of the beautiful Caribbean Sea and is known for reserved European service executed in an atmosphere unique in Puerto Rico and the award-winning Restaurant Aaron. The hotel is a member of Relais & Chateaux. The Horned Dorset Primavera Inc. commenced a Chapter 11 bankruptcy case (Bankr. D.P.R. Case No. 15-03837) in Old San Juan, Puerto Rico on May 22, 2015. According to the docket, the Debtor's is due Sept. 21, 2015, and its Chapter 11 plan is due Nov. 18, 2015. The Debtor has tapped Isabel M Fullana, Esq., at Garcia Arregui & Fullana PSC, as counsel. ICP STRATEGIC: Liquidators Sue Barclays for $80-Mil. ---------------------------------------------------- Patrick Fitzgerald, writing for The Wall Street Journal, reported that the liquidators of a pair of failed Cayman Islands-based hedge funds run by a former Harvard quarterback are suing Barclays PLC to claw back some $80 million they say was illegally funneled to the bank to cover margin calls. According to the report, the offshore funds -- ICP Strategic Credit Income Fund Ltd. and ICP Strategic Credit Income Master Fund Ltd. -- were so-called feeder funds managed by ICP Asset Management LLC, a money-management firm founded by Thomas C. Priore. Lawyers for the liquidators said in a suit filed in U.S. Bankruptcy Court in New York that Mr. Priore, ICP's 46-year-old founder and former Harvard University quarterback, fraudulently transferred more than $40 million to Barclays to cover margin calls at a troubled collateralized debt obligation known as Triaxx, the Journal related. ICP Strategic Credit Income Fund Ltd. and ICP Structured Credit Income Fund Ltd. filed petitions under Chapter 15 of the Bankruptcy Code on June 28, 2013, before Judge Robert E. Gerber of the U.S. Bankruptcy Court for the Southern District of New York (Manhattan), Case No. 13-12116. The Debtors' Chapter 15 counsel is William T. Reid, IV, Esq., at REID COLLINS & TSAI LLP. IMRIS INC: Expects to Complete Sale in Late Summer -------------------------------------------------- IMRIS Inc. on May 26 disclosed that the Company, its subsidiary NeuroArm Surgical Ltd., and its U.S. subsidiary, IMRIS, Inc. have each filed voluntary petitions under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware. As part of the filing, IMRIS announced that subject to a marketing process and Court approval, it intends to sell its business operations to an affiliate of Deerfield Management Company, L.P. In addition, the Company has secured a commitment for debtor-in-possession financing from Deerfield, which, in addition to IMRIS's ongoing cash flow, will ensure it is able to continue meeting its financial obligations throughout the Chapter 11 case. During this time, IMRIS intends to conduct a marketing process for its operating businesses. "IMRIS, like many of its competitors, has been undergoing rapid changes which have hindered its ability to operate profitably on a long-term basis as currently structured," stated Jay D. Miller, chief executive officer of IMRIS. "A combination of significant fixed operating costs allocated to research and development of new technologies and variability in timing of receipt of customer payments as a result of the long and delayed installation timeframes of the Company's products have contributed to on-going operating losses, a deterioration in liquidity and an erosion in equity value for IMRIS." Mr. Miller added that "we are encouraged with the opportunity that Deerfield provides for not only our product lines, but also our key suppliers and vendors, customers and our dedicated employees throughout the world." The sale to Deerfield will be subject to a marketing process and approval by the Bankruptcy Court, and it is expected that the sale will close sometime in late summer, 2015. During the interim, IMRIS expects that Chapter 11 protection will enable the Company to conduct its business operations in the ordinary course. To that end, the Company is seeking approval from the court for a variety of First Day and other initial motions, including requests to make wage and benefit payments to employees, continuation of its customer programs and the payment of all creditors in the ordinary course. None of IMRIS's other operating subsidiaries outside of the United States and Canada are subject to the Chapter 11 proceedings, and they will continue to operate in the ordinary course of their businesses. Additional information on the filing can be found at the Claims Agent's Web site at http://www.kccllc.net/IMRIS About IMRIS Inc. Based in Minnetonka, Minnesota, IMRIS Inc. (NASDAQ: IMRS; TSX: IM) -- http://www.imris.com/-- designs, manufactures and markets image guided therapy systems. IMRIS's VISIUS Surgical Theatre systems enhance the effectiveness magnetic resonance systems, x-ray fluoroscopy systems, and computed tomography (CT) systems in medical procedures. IMRIS and its affiliated companies commenced Chapter 11 bankruptcy cases (Bankr. D. Del. Lead Case No. 15-11133) in Delaware on May 25, 2015. The Debtors tapped the law firms of DLA Piper LLP (US) and DLA Piper (Canada) LLP as counsel; Imperial Capital, LLC, as investment banker, FTI Consulting, Inc.'s Andrew Hinkelman as chief restructuring officer; and Kurtzman Carson Consultants LLC as claims and noticing agent. IMRIS estimated $10 million to $50 million in assets and liabilities. IMRIS INC: Files for Ch. 11 with Deal to Sell to Deerfield ---------------------------------------------------------- IMRIS Inc. and its affiliated companies have sought bankruptcy protection with a deal to sell most of its assets to an entity formed by its lender, Deerfield Management Company, L.P., for $9.50 million, not in cash, but in the form of a credit bid of part of its $26.9 million prepetition claim, absent higher and better offers. To obtain the highest and best offer for these assets, the Debtors have and will continue to solicit interest from numerous potential purchasers, and intend to conduct an open and fair auction process. The Debtors propose to conduct the sale process based on this timeline: -- To participate in the auction, parties must submit a qualified bid by July 20, 2015 at 9:00 a.m. (Eastern Time); -- If qualified bids are submitted, an auction will be held on July 23, 2015; -- If the Debtors do not receive any qualified bids, the auction will not be conducted, and Deerfield will be named the successful bidder; -- The deadline to object to the sale of the assets is July 24, 2015 at 4:00 p.m.; and -- The sale hearing will be held July 27. Deerfield has a right to submit additional credit bids for the assets at the auction as it deems necessary and desirable. In recognition of its expenditure of time, energy, and resources, Deerfield will receive reimbursement of its expenses, subject to a cap of $1,000,000. Deerfield's stalking horse offer consists of: (i) a $2,500,000 credit bid for the Company's Robotics business; and (ii) a $7,000,000 bid for the Company's Imaging and Service business. The Robotics business involves assets related to the SYMBIS Surgical System, a surgeon-controlled surgical robot designed to enable minimally invasive procedures with more precise placement of instruments. The Imaging business pertains to the VISIUS Surgical Theatre image guided therapy systems that are designed to improve patient outcomes and reduce the cost of patient care. The Service business pertains to the service and extended maintenance contracts, accessories and disposables relating to the Company's installations of its portfolio of products. Entities related to Deerfield, specifically, Deerfield Private Design Fund II, L.P., Deerfield Private Design International II, L.P., and Deerfield Special Situations Fund, L.P., as lenders, are providing financing for the Chapter 11 case. A full-text copy of the sale motion, including the stalking-horse purchase agreement, is available for free at: http://bankrupt.com/misc/IMRIS_Sale_Motion_APA.pdf First Day Motions Aside from the sale motion, on the Petition Date, the Debtors filed motions to: -- authorize the joint administration of their Chapter 11 cases; -- extend the deadline to file schedules; -- pay prepetition wages and benefits; -- maintain their bank accounts; -- pay prepetition claims of shippers and warehousemen; -- maintain their customer programs; -- pay prepetition sales and use taxes; -- confirm the enforcement of the Bankruptcy Code's automatic stay provisions; and confirm their authority with respect to postpetition operation of their businesses; -- authorize IMRIS, Inc., as foreign representative of the Debtors' estates; -- continue their insurance policies; and -- implement a non-insider key employee retention plan. A copy of the affidavit in support of the first-day motions is available for free at: http://bankrupt.com/misc/IMRIS_1st_Day_Affidavit.pdf About IMRIS Inc. Based in Minnetonka, Minnesota, IMRIS Inc. and its affiliated companies design, manufacture and market image guided therapy systems. IMRIS's VISIUS Surgical Theatre systems enhance the effectiveness magnetic resonance systems, x-ray fluoroscopy systems, and computed tomography (CT) systems in medical procedures. IMRIS and its affiliated companies commenced Chapter 11 bankruptcy cases (Bankr. D. Del. Lead Case No. 15-11133) in Delaware on May 25, 2015. The Debtors tapped the law firms of DLA Piper LLP (US) and DLA Piper (Canada) LLP as counsel; Imperial Capital, LLC, as investment banker, FTI Consulting, Inc.'s Andrew Hinkelman as chief restructuring officer; and Kurtzman Carson Consultants LLC as claims and noticing agent. IMRIS estimated $10 million to $50 million in assets and liabilities. IMRIS INC: Proposes Key Employee Retention Plan ----------------------------------------------- IMRIS Inc. and its affiliated companies ask the U.S. Bankruptcy Court for the District of Delaware for approval to implement a non-insider key employee retention plan that will cover 52 employees and will cost the Company $340,000. The Debtors are a global leader in providing image guided therapy solutions through its VISIUS Surgical Theater -- a revolutionary, multifunctional surgical environment that provides unmatched intra-operative vision to clinicians to assist in decision making and enhance precision in treatment. R. Craig Martin, Esq., at DLA Piper LLP (US), explains that because the Debtors' business depends on the skills and institutional and specialized knowledge of their employees, such employees are crucial to the Debtors' operations, the preservation of value for the benefit of their creditors, and to the ability of the Debtors to successfully reorganize their operations. Indeed, because the Debtors are highly dependent upon the members of their operations and research and development staff and because there are only a limited number of individuals with the requisite skills to serve in many of the Debtors' key positions, the loss of one or more of these individuals could adversely affect the Debtors' business. The Debtors have filed a motion seeking this Court's approval of a sale of certain of the Debtors' operating assets to the proposed stalking horse bidder, Deerfield Management Company, L.P., or to a higher bidder. Because of the Debtors' liquidity problems, if the proposed sale is not closed in a timely fashion or another restructuring alternative does not emerge, the Debtors will likely run out of cash and have to cease operating. Recognizing the negative impact to the value of the Debtors' businesses if certain personnel employed by the Debtors were to resign prior to the close of the proposed sale, the Debtors' management team determined that the implementation of a retention program for the Key Employees was in the best interests of the Debtors' estates and all parties-in- interest. The Debtors' management team and its advisors engaged in discussions with Deerfield regarding the implementation of a non-insider key retention plan for the Key Employees, pursuant to which the Debtors would agree to make available an aggregate amount of $340,000 for bonus payments to the Key Employees; provided, however, each Key Employee would only receive a bonus payment under the KERP if that Employee continued working the Debtors through the close of the Proposed Sale. The Debtors' management team advised the Debtors' board of directors of the importance of retaining the Key Employees and sought approval to implement the KERP. Upon the advice of the Debtors' management team, the IMRIS Board approved the KERP. No member of the Debtors' management team or the IMRIS Board is eligible to receive any payment under the KERP. The Proposed KERP Fifty-two Key Employees are eligible to receive a Bonus Payment under the KERP. A Key Employee may only receive a Bonus Payment after the closing of the Proposed Sale, provided such Employee continued to work for his or her employer through the closing in the same capacity as prior to the Petition Date. No Key Employee qualifies as an "insider," as that term is defined in section 101(31) of the Bankruptcy Code. None of the Key Employees are officers or directors of the Debtors, nor do any hold a Vice President or other similar title. Each of the Key Employees are employees of either IMRIS, Inc. or IMRIS Inc. The Key Employees are in the Debtors' sales, operations, research and development, IT, and other departments determined by the Debtors to be critical to maintain operations in advance of a sale. The amounts of the Bonus Payments were determined through a collaborative effort with the Debtors' management teams, the DIP Lenders and the Stalking Horse Bidder, and their respective professionals. To determine which employees were critical, the Debtors' management engaged each of the supervising employees in a discussion to identify key team members who were essential to the ongoing development of the Company's products, and ultimately a sale of each of the Debtors' businesses. In doing so, the Debtors' management identified the Debtors' employees that are indispensable to the Debtors during this juncture of these bankruptcy cases and contribute specialized knowledge, experience and skill to the Debtors. Indeed, the Key Employees' historical knowledge of the Debtors' technical and financial processes and information would be difficult, if not impossible, to replace within a short time frame. To ensure that the Key Employees remain with the Debtors until their services are no longer necessary, the Debtors calculated a retention bonus equal to 50% of each Key Employee's regularly earned salary, calculated from the date of the auction of substantially all of the Debtors' assets, until the date of closing. Because the Debtors anticipate that the closing of the sale will occur approximately 45 days following the date of the auction, the DIP Lenders and the DIP Agent have agreed to fund the corresponding amount for each Key Employee, in an aggregate sum of approximately $340,000 for all Bonus Payments. The Debtors will communicate with each of the Key Employees the maximum amount of their payment if they remain in the Debtors' employ as of the closing of the sale. It is anticipated, based upon these criteria, that the average Bonus Payment would be $5,438, and the highest earned Bonus Payment would be $9,616. About IMRIS Inc. Based in Minnetonka, Minnesota, IMRIS Inc. and its affiliated companies design, manufacture and market image guided therapy systems. IMRIS's VISIUS Surgical Theatre systems enhance the effectiveness magnetic resonance systems, x-ray fluoroscopy systems, and computed tomography (CT) systems in medical procedures. IMRIS and its affiliated companies commenced Chapter 11 bankruptcy cases (Bankr. D. Del. Lead Case No. 15-11133) in Delaware on May 25, 2015. The Debtors tapped the law firms of DLA Piper LLP (US) and DLA Piper (Canada) LLP as counsel; Imperial Capital, LLC, as investment banker, FTI Consulting, Inc.'s Andrew Hinkelman as chief restructuring officer; and Kurtzman Carson Consultants LLC as claims and noticing agent. IMRIS estimated $10 million to $50 million in assets and liabilities. IMRIS INC: Wants Until July 24 to File Schedules & Statements ------------------------------------------------------------- IMRIS Inc. and its affiliated companies ask the Bankruptcy Court to extend the time within which they must file their schedules of assets and liabilities and statement of financial affairs through and including July 24, 2015. R. Craig Martin, Esq., at DLA Piper LLP (US), explains that the Debtors' employees and professionals have been focused on assisting the Debtors with respect to numerous motions filed with the Court in the early days of the chapter 11 cases, including the Debtors' efforts to coordinate a proposed sale of all the Debtors' assets to Deerfield Management Company, L.P. In light of this and other critical matters, and the volume of material that must be compiled and reviewed by the Debtors' staff and professionals in order to complete the Schedules and Statements, the Debtors believe that there is more than ample "cause" for granting the requested extension. About IMRIS Inc. Based in Minnetonka, Minnesota, IMRIS Inc. and its affiliated companies design, manufacture and market image guided therapy systems. IMRIS's VISIUS Surgical Theatre systems enhance the effectiveness magnetic resonance systems, x-ray fluoroscopy systems, and computed tomography (CT) systems in medical procedures. IMRIS and its affiliated companies commenced Chapter 11 bankruptcy cases (Bankr. D. Del. Lead Case No. 15-11133) in Delaware on May 25, 2015. The Debtors tapped the law firms of DLA Piper LLP (US) and DLA Piper (Canada) LLP as counsel; Imperial Capital, LLC, as investment banker, FTI Consulting, Inc.'s Andrew Hinkelman as chief restructuring officer; and Kurtzman Carson Consultants LLC as claims and noticing agent. IMRIS estimated $10 million to $50 million in assets and liabilities. INTELLIPHARMACEUTICS INT'L: Gets FDA Fast Track Designation ----------------------------------------------------------- Intellipharmaceutics International Inc. announced that the United States Food and Drug Administration has reviewed the Company's request for Fast Track designation for its abuse deterrent Rexista Oxycodone XR (Oxycodone HCl) extended-release tablets development program incorporating its Paradoxical OverDose Resistance Activating System and has concluded that it meets the criteria for Fast Track designation. Fast Track is a designation assigned by the FDA in response to an applicant's request which meets FDA criteria. The designation mandates the FDA to facilitate the development and expedite the review of drugs intended to treat serious or life threatening conditions and that demonstrate the potential to address unmet medical needs. This could potentially result in accelerated approval for Rexista Oxycodone XR thereby making it available to patients earlier than would be traditionally possible. In March 2015, the Company requested Fast Track designation for its novel, and potentially first-in-class, Rexista Oxycodone XR abuse deterrent oxycodone hydrochloride extended release tablets incorporating its PODRAS technology platform. A basis for the request was that Rexista Oxycodone XR has the potential to address an unmet medical need, namely the prevention, deterrence or reduction of the abuse of oxycodone HCl extended release solid oral dosage forms involving the deliberate or inadvertent oral ingestion of more intact pills or tablets than prescribed to achieve a feeling of euphoria. This is a very common and serious form of drug abuse. Rexista Oxycodone XR is intended for the management of moderate to severe pain when a continuous, around-the-clock analgesic is needed for an extended period of time. Those medications are considered important in the treatment of chronic pain, but have the potential for abuse. "We are pleased with the grant by the FDA of Fast Track status for Rexista Oxycodone XR incorporating our proprietary PODRAS technology which is being formulated to decrease the 'liking' of dose escalation and decrease or delay the attendant risk of respiratory depression in drug-naive individuals. The development of this product candidate could, if successful, decrease the desirability of taking more intact tablets than prescribed, potentially addressing an unmet need and possibly resulting in fewer accidental or intentional deaths," stated Dr. Isa Odidi, CEO and co-founder of Intellipharmaceutics. "To the best of our knowledge, no other product currently approved for sale in the U.S. or Canada has demonstrated this potential." There can be no assurance that the Company will, as a result of the Fast Track designation for Rexista Oxycodone XR, experience a faster development process or review, compared to conventional FDA standards, or that the Company's Rexista Oxycodone XR product candidate will be approved at all, or that it will ever be successfully commercialized. About Intellipharmaceutics Toronto, Canada-based Intellipharmaceutics International Inc. is incorporated under the laws of Canada. Intellipharmaceutics is a pharmaceutical company specializing in the research, development and manufacture of novel and generic controlled-release and targeted-release oral solid dosage drugs. Its patented Hypermatrix(TM) technology is a multidimensional controlled- release drug delivery platform that can be applied to the efficient development of a wide range of existing and new pharmaceuticals. Based on this technology, Intellipharmaceuticshas a pipeline of product candidates in various stages of development, including filings with the FDA in therapeutic areas that include neurology, cardiovascular, gastrointestinal tract, diabetes and pain. Intellipharmaceutics reported a net loss of $3.85 million on $8.76 million of revenues for the year ended Nov. 30, 2014, compared with a net loss of $11.5 million on $1.52 million of revenues for the year ended Nov. 30, 2013. As of Feb. 28, 2015, the Company had $7.31 million in total assets, $3.13 million in total liabilities, and $4.18 million in shareholders' equity. Deloitte LLP, in Toronto, Canada, issued a "going concern" qualification on the consolidated financial statements for the year ended Nov. 30, 2014, citing that the Company's recurring losses from operations and the accumulated deficit cast substantial doubt about its ability to continue as a going concern. INTELLIPHARMACEUTICS INT'L: Plans to Buy Real Property in Canada ---------------------------------------------------------------- Intellipharmaceutics International Inc. has agreed to purchase the land and building from which it conducts its operations at 30 Worcester Road, Toronto, Ontario as well as the land and building of the adjoining property at 22 Worcester Road for a combined purchase price of C$4,700,000. The operating property has been occupied by the Company since 2004 pursuant to a lease, and is approximately 25,000 sq. ft. The adjoining property includes a building of approximately 40,000 sq. ft. that is not currently occupied by the Company. The adjoining property is expected to provide the Company with space that will permit expansion of the Company's operations. There can be no assurance that the purchase transaction will be completed. The Company's operating property has been its main site for over 10 years and comprises its management, R&D, manufacturing, quality control and analytical testing components. The United States Food and Drug Administration and Health Canada had previously granted "acceptable" classification to those aspects of the operating facility that permit the Company to be in a position to receive final approvals for certain drug applications and to permit manufacturing, testing, release and storage of drug products intended for commercial sales in the United States and Canada after any such approvals. No assurance can be given as to whether or when the FDA or Health Canada will approve any Intellipharmaceutics application for its product candidates, that its facility will continue to satisfy the requirements of the FDA or Health Canada, or that any of its product candidates will be successfully commercialized. The purchase transaction is subject to various closing conditions, including the Company obtaining financing that is satisfactory to the Company, and the property owner obtaining a municipal severance approval necessary for the transfer of the properties. Prior to entering into the agreement to acquire the properties, in order to ensure continuity of use of its operating property in the event the acquisition was not consummated, the Company also recently exercised its right to renew its lease of the operating property for a term of five years to November 2020, beyond the expiry of the current term ending November 30, 2015. "I am very pleased we have taken these steps to secure the continued use of our existing operating facilities. In addition, if the acquisition transaction proceeds, the acquisition of the adjoining property will accommodate our anticipated growth requirements given the numerous product candidates of the Company pending regulatory approval," stated Dr. Isa Odidi, the Company's Chair and CEO. Separately, the Company advised that a final FDA approval has not yet been issued to the Company for the 5 mg strength of its generic dexmethylphenidate generic of Focalin XR. Although the Company has not received any indication from the FDA of a deficiency in its application for approval of the 5 mg strength, the Company has no further information as to when or if such final approval will be granted by the FDA. About Intellipharmaceutics Toronto, Canada-based Intellipharmaceutics International Inc. is incorporated under the laws of Canada. Intellipharmaceutics is a pharmaceutical company specializing in the research, development and manufacture of novel and generic controlled-release and targeted-release oral solid dosage drugs. Its patented Hypermatrix(TM) technology is a multidimensional controlled- release drug delivery platform that can be applied to the efficient development of a wide range of existing and new pharmaceuticals. Based on this technology, Intellipharmaceuticshas a pipeline of product candidates in various stages of development, including filings with the FDA in therapeutic areas that include neurology, cardiovascular, gastrointestinal tract, diabetes and pain. Intellipharmaceutics reported a net loss of $3.85 million on $8.76 million of revenues for the year ended Nov. 30, 2014, compared with a net loss of $11.5 million on $1.52 million of revenues for the year ended Nov. 30, 2013. As of Feb. 28, 2015, the Company had $7.31 million in total assets, $3.13 million in total liabilities, and $4.18 million in shareholders' equity. Deloitte LLP, in Toronto, Canada, issued a "going concern" qualification on the consolidated financial statements for the year ended Nov. 30, 2014, citing that the Company's recurring losses from operations and the accumulated deficit cast substantial doubt about its ability to continue as a going concern. INTERNET BRANDS: New $100MM Loan No Impact on Moody's Ratings ------------------------------------------------------------- Moody's Investor Service said Internet Brands, Inc. announced its proposed $100 million incremental first lien term loan. Moody's expect net proceeds to be used to fund additional tuck-in acquisitions over the next 12 months, and there is no immediate impact on the company's ratings. Although leverage will increase upon closing of the transaction, Moody's anticipate organic EBITDA growth combined with cash flow from planned acquisitions funded by the incremental term loan, plus scheduled debt amortization and mandatory 50% excess cash flow sweep (effective in fiscal 2016) will reduce total debt-to-EBITDA to less than 6.5x (including Moody's standard adjustments, or 5.5x net debt-to-EBITDA leverage) by year end 2015, absent another leveraging event. Although not expected, to the extent the company were to fund distributions over the next 12 months, there would be downward pressure on debt ratings given elevated leverage from the proposed debt issuance. Headquartered in El Segundo, CA, Internet Brands is an integrated online media and software services organization focused on four high-value vertical categories: Automotive, Health, Legal and Home / Travel. The company's consumer websites lead their categories and serve more than 100 million monthly visitors, while its range of web presence offerings has established long-term relationships with SMB and enterprise clients. IT LLC: Chapter 7 Case Dismissed Due to Unauthorized Filing ----------------------------------------------------------- Bankruptcy Judge Herb E. Ross, in his April 24, 2015 Memorandum for Dismissal of Case, dismissed the Bankruptcy Case docketed as In re IT, LLC, Chapter 7, Debtor, CASE NO. 15-00107-HAR. The case was dismissed for the following reasons: (a) the petition was signed and filed without the authority of IT, LLC; and (b)it was basically a two-party dispute between nondebtors, and the debtor and its creditors will be better served if they are not saddled with the restrictions, complexities and expense of a chapter 11 proceeding. Judge Ross stated that "this is a two-party nondebtor dispute which is a poster child for dismissal under the abstention section. It has been pending in state court for nine months already, and the bankruptcy court's taking jurisdiction would be a grave mistake.' A copy of Judge Ross' April 24, 2015 Memorandum for Dismissal of Case is available at http://is.gd/gkEQvSfrom Leagle.com. JAGUAR MINING: Amends 2014 Fiscal Year Report --------------------------------------------- Jaguar Mining Inc. filed with the U.S. Securities and Exchange Commission an amendment to its annual report on Form 20-F for the year ended Dec. 31, 2014. A copy of the Form 20-F/A is available at http://is.gd/nH2hEA KPMG LLP expressed substantial doubt about the Company's ability to continue as a going concern, citing that the Company will need to obtain additional financing in order to discharge its liabilities. The Company reported net income of $131 million on $116 million of gold sales in 2014, compared with a net loss of $249 million on $134 million of gold sales in the prior year. The Company's balance sheet at Dec. 31, 2014, showed $195 million in total assets, $93.7 million in total liabilities, and stockholders' equity of $101.59 million. Toronto-based Jaguar Mining Inc. -- http://www.jaguarmining.com/ –- is a gold mining company engaged in gold production and in the acquisition, exploration, development and operation of gold mineral properties in Brazil. JAMES GALLAGHER INC: Voluntary Chapter 11 Case Summary ------------------------------------------------------ Debtor: James Gallagher, Inc. 70 Hobart Street Brighton, MA 02135 Case No.: 15-12104 Chapter 11 Petition Date: May 27, 2015 Court: United States Bankruptcy Court District of Massachusetts (Boston) Judge: Hon. Frank J. Bailey Debtor's Counsel: David Click, Esq. LAW OFFICE OF DAVID M. CLICK 1 Stearns St Cambridge, MA 02138 Tel: 774-249-0744 Email: davidmichaelclick@gmail.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by James P. Gallagher, Jr., president and owner. The Debtor did not include a list of its largest unsecured creditors when it filed the petition. JAMMIN JAVA: Squar Milner Expresses Going Concern Doubt ------------------------------------------------------- Jammin Java Corp. reported a net loss of $10.3 million on $8.90 million of net revenue for the fiscal year ended Jan. 31, 2015, compared with a net loss of $6.7 million on $5.64 million of net revenue last year. Squar, Milner, Peterson, Miranda & Williamson, LLP, expressed substantial doubt about the Company's ability to continue as a going concern, citing that the Company has incurred operating losses from inception, has an accumulated deficit approximating $24.0 million, and has only recently generated revenues from its principal operations. The Company's balance sheet at Jan. 31, 2015, showed $2.96 million in total assets, $3.05 million in total liabilities and total stockholders' deficit of $93,800. A copy of the Form 10-K filed with the U.S. Securities and Exchange Commission is available at: http://is.gd/pjln8c Denver-based Jammin Java Corp. (OTC QB: JAMN) provides premium, artisan roasted coffee to the grocery, retail, online, service, hospitality, office coffee service and big box store industry. Under its exclusive licensing agreement with 56 Hope Road, the company continues to develop its coffee lines under the Marley Coffee brand. KAREN MILLER: Confirmation of Third Amended Plan Denied ------------------------------------------------------- Bankruptcy Judge Suzanne H. Bauknight denied the confirmation of the Debtor's Third Amended Plan of Reorganization in the case captioned In re KAREN L. MILLER, Debtor, CASE NO. 12-33943 (Bankr. E.D. Tenn.). On December 23, 2013, debtor Karen L. Miller filed a Plan of Reorganization and Disclosure Statement. Both were amended on February 17, 2014 and again on July 11, 2014. On January 30, 2015, Miller filed a Third Amended Plan. In her memorandum on the Third Amended Plan of Reorganization, dated May 1, 2015 and available at http://is.gd/MSb5zBfrom Leagle.com, Judge Bauknight concluded that Miller's Third Amended Plan does not satisfy the requirements of 11 U.S.C. Section 1129 and cannot be confirmed as proposed. She also sustained the Objections to Confirmation filed by Tennessee State Bank. HALE, LYLE & RUSSELL Mary Foil Russell, Esq. -- mrussell@halelyle.com -- Bristol, Tennessee, Attorneys for Debtor. GENTRY, TIPTON & McLEMORE, PC Maurice K. Guinn, Esq. -- mkg@tennlaw.com -- Knoxville, Tennessee, Attorneys for Tennessee State Bank. SAMUEL K. CROCKER, ESQ. UNITED STATES TRUSTEE, Kimberly C. Swafford, Esq., Howard H. Baker, Jr., Knoxville, Tennessee, Attorneys for United States Trustee. About Karen L. Miller Tennessee State Bank filed an Involuntary Petition against Karen L. Miller (Bankr. E.D. Tenn. Case No. 12-33943) on September 28, 2012, and a separate Involuntary Petition commencing bankruptcy Case No. 12-33943 against her husband, Gerald Lloyd Miller. On March 14, 2013, the court sustained the Involuntary Petition and granted Chapter 7 relief against Karen L. Miller. On her motion, the case was subsequently converted from Chapter 7 to Chapter 11 by an order entered March 28, 2013. KARMALOOP INC: Names Seth Haber as CEO -------------------------------------- Tom Corrigan, writing for The Wall Street Journal, reported that online retailer Karmaloop Inc. has hired former streetwear trade show co-owner Seth Haber to serve as its new chief executive. According to the report, Mr. Haber, who is succeeding Karmaloop founder Greg Selkoe, is the former director and co-owner of Agenda, which specializes in streetwear and action sports trade events. About Karmaloop Inc. Karmaloop, Inc., founded in 1999 by Gregory Selkoe, is a cross-platform digital commerce and media property company that specializes in the sale of global streetwear fashion and culture. Karmaloop specializes in the sale of over 400 brands of apparel, shoes and accessories via an e-commerce business model, primarily using the Web site http://wwww.karmaloop.com/ The company has nearly 5 million monthly unique visitors, 2.2 million Facebook followers and 800,000 Twitter followers. On March 23, 2015, Karmaloop, Inc. and KarmaloopTV, Inc. filed voluntary Chapter 11 bankruptcy petitions in the United States Bankruptcy Court for the District of Delaware (Lead Case No. 15-10635. The cases are assigned to Judge Kevin J. Carey. The Debtors tapped Burns & Levinson LLP and Womble Carlyle Sandridge & Rice, LLP as attorneys; CRS Capstone Partners LLC as financial advisor and Capstone's Brian L. Davies, Jr., as restructuring officer; and Omni Management Group, LLC as claims and noticing agent. The U.S. Trustee for Region 3 appointed five creditors of Karmaloop Inc. to serve on the official committee of unsecured creditors. Lowenstein Sadler LP serves as its counsel, and Emerald Capital Advisors serves as its financial advisors. KASPER LAND: Court Enters Final Decree Closing Case --------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas issued a final decree closing the Chapter 11 case of Kasper Land and Cattle Texas, LLC. As reported in the Troubled Company Reporter on May 12, 2015, Bill Kinkead, Esq., at Kinkead Law Offices, attorney for the Debtor, further certifies: * The transfer of all or substantially all of the property proposed by the confirmed Plan of Reorganization to be transferred; * The assumption by the Debtor-In-Possession, or the successor to the Debtor-In-Possession, of the business or the management of all or substantially all of the property of the Debtor-In-Possession as provided in the confirmed Plan of Reorganization; * The commencement of distribution to creditors whose claims have been allowed, creditors with equity security interests whose claims have not been disallowed, and to indenture trustees who have filed claims pursuant to Rule 3003(c)(5) which have been allowed, and distribution of any other deposits or payments required by the confirmed Plan of Reorganization; * The payment of all sums payable to the Clerk of Court for noticing and claims processing charges; * All Orders on Fees and Objections to Claims have become final; and * Payment of all compensation awarded for fees and expenses payable to professionals. The Debtor said its Plan provides for the sale of the company's farm land in parcels based on available water resources to maximize the value and the number of willing buyers who can more likely afford and finance a portion rather than all of the property. Under the Plan, Kasper Land's secured creditors will be paid in full and will receive interest. Unsecured claims, if any, will also be paid in full but without interest 90 days after the company officially exits bankruptcy. Meanwhile, equity holders will retain their interests in the company. About Kasper Land and Cattle Kasper Land and Cattle Texas, LLC, sought Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No. 14-20074) in Amarillo, Texas, on March 3, 2014. Bill Kinkead, Esq., at Kinkead Law Offices, serves as counsel to the Debtor. The Debtor disclosed $23,170,640 in assets and $13,420,213 in liabilities as of the Chapter 11 filing. KEMET CORP: Enters Into Third Supplemental Indenture ---------------------------------------------------- KEMET Corporation, the subsidiaries of the Company party to the Indenture, IntelliData, Inc. (the "Guaranteeing Subsidiary") and Wilmington Trust Company, as trustee, entered into a supplemental indenture to the Indenture, dated May 5, 2010, among the Company, the Existing Guarantors and the Trustee, pursuant to which the Company has issued from time to time its 10 1/2% Senior Notes due 2018. Pursuant to the Supplemental Indenture, the Guaranteeing Subsidiary became a guarantor of the Company's obligations under the Notes. A copy of the Supplemental Indenture is available for free at http://is.gd/XNuy1S About KEMET KEMET, based in Greenville, South Carolina, is a manufacturer and supplier of passive electronic components, specializing in tantalum, multilayer ceramic, film, solid aluminum, electrolytic, and paper capacitors. KEMET's common stock is listed on the NYSE under the symbol "KEM." As of March 31, 2015, the Company had $753 million in total assets, $588 million in total liabilities, and $165 million in total stockholders' equity. * * * As reported by the TCR on March 26, 2013, Moody's Investors Service downgraded KEMET Corp.'s Corporate Family Rating to 'Caa1' from 'B2' and the Probability of Default Rating to 'Caa1-PD' from 'B2- PD' based on Moody's expectation that KEMET's liquidity will be pressured by maturing liabilities and negative free cash flow due to the interest burden and continued operating losses at the Film and Electrolytic segment. As reported by the TCR on Aug. 9, 2013, Standard & Poor's Ratings Services lowered its corporate credit rating on KEMET to 'B-' from 'B+'. "The downgrade is based on continued top-line and margin pressures and lagging results from the restructuring of the Film & Electrolytic [F&E] business, which combined with cyclical weak end-market demand, has resulted in sustained, elevated leverage well in excess of 5x, persistent negative FOCF, and diminishing liquidity," said Standard & Poor's credit analyst Alfred Bonfantini. The TCR reported in August 2014 that S&P revised its outlook on KEMET to 'stable' from 'negative'. S&P affirmed the ratings, including the 'B-' corporate credit rating. KENNETH RODERICK ANDERSON: 10th Cir. Won't Hear Appeal ------------------------------------------------------ The United States Court of Appeals for the Tenth Circuit, in its Order and Judgment filed on April 29, 2015, dismissed an appeal filed by Kenneth Roderick Anderson, in the case docketed as KENNETH RODERICK ANDERSON, Appellant, v. DAVID C. WEST, Chapter 7 Trustee; WASHINGTON COUNTY WATER CONSERVANCY DISTRICT; UNITED STATES TRUSTEE OFFICE; LEE TRUST AND LOWNEY TRUST, Appellees, NO. 13-4063. Circuit Judge Terrence L. O'Brien agreed with the Bankruptcy Judge in holding that the abandonment and sale of Pah Tempe Hot Springs Resort property, rendered the case moot. Judge O'Brien vacated from the District Court's judgment and ordered the remand of the case to the District Court, mandating it to dismiss the Appeal from the Bankruptcy Court because of want of jurisdiction. The Appeal was likewise dismissed. The Chapter 7 Trustee had abandoned estate real property known as the Pah Tempe Hot Springs Resort. It was subsequently sold in state court foreclosure proceedings. Even though the abandonment returned the Property to him, the Debtor, Kenneth R. Anderson, who owned the Property, objected to it. He did not, however, request a stay of the abandonment or of the foreclosure sale. The bankruptcy judge concluded the abandonment and sale of the Property rendered this matter moot. The district court affirmed the abandonment of the Property on the merits but did not address the jurisdictional issue of mootness. A copy of Judge O'Brien's April 29, 2015 Order and Judgment is available at http://is.gd/YivUlFfrom Leagle.com. Hurricane, Utah-based Kenneth Roderick Anderson -- dba Pah Tempe Hot Springs Resort,Zion VRC Zip Tour LLC, The Roderick Family Trust, and Kolob Mountain Ranch Resort -- filed for Chapter 11 protection on August 18, 2010 (Bankr. D. Utah Case No. 10-41789). The case was subsequently transferred to California (Bankr. C.D. Calif. Case No. 10-31252). Helga A. White, Esq., who has an office in Auburn, California, assists the Debtor in his restructuring effort. According to his schedules, the Debtor disclosed $36,297,305 in assets and $5,979,064 in liabilities as of the Petition Date. The case was later converted to Chapter 7 liquidation. KIOR INC: Parties Question Viability of Reorganization Plan ----------------------------------------------------------- At the June 3, 2015 hearing to consider confirmation of its Second Amended Chapter 11 Plan of Reorganization KiOR, Inc., will face objections from the Mississippi Development Authority, the U.S. Trustee, and other parties. According to the MDA, the Debtor, in concert with the Khosla Parties, could have pursued a transfer of the Debtor's assets through a Sec. 363 sale. Instead, the Debtors are spending "millions upon millions of dollars in professional fees and other administrative costs" to confirm a Chapter 11 plan. According to the MDA, the Plan is primarily designed to provide inappropriate releases, protections and benefits to the Debtor's controlling shareholders, insiders, and professionals. The Plan, the MDA points out, would transfer all equity interests in the Reorganized Debtor to the prepetition controlling shareholders of KiOR, without any effort to value the equity and with inadequate exposure to the market. The MDA claims that the Plan, among other things, is not proposed in good faith, unfairly discriminates against creditors, and violates the absolute priority rule. Counsel to MDA, Dennis A. Meloro, Esq., at Greenberg Traurig, LLP, says the Plan does not accomplish any rehabilitation of the Debtor. "Among other things, no revenues are projected for the foreseeable future. The Plan does not set forth a business plan, contemplate any concrete mechanism, or provide for funding by which the Debtor could reasonably hope to achieve commercial success." The Plan, the MDA points out, is speculative in that it requires the Debtor to attain research benchmarks prior to additional funding. According to the MDA, these benchmarks have not been achieved by the Debtor, and even if the benchmarks were achieved, the proposed funding still runs out in 12 months or less. The U.S. Trustee echoes the same concerns on viability. According to the U.S. Trustee, the proposed exit facility -- projected at $30 million -- appears to adequately provide for payments that are to be made pursuant to the Plan. However, it points out that the Debtor does not address what will happen at the end of the one year period if additional funding is not obtained. The U.S. Trustee says that given that the Reorganized Debtor does not expect to generate revenue for at least two years post Effective Date, there is a substantial risk that the Debtor will require further financial reorganization if the Reorganized Debtor is unable to secure additional financing once the Exit Facility is depleted. For general unsecured trade creditor Leidos Engineering, LLC, the Plan violates the Bankruptcy Code and should not be confirmed because: (i) the Plan impermissibly affords better treatment to certain hand-picked trade creditors without offering any rational basis for treating other, similarly-situated creditors differently and less favorably, (ii) the Plan is not feasible because the Liquidating Trust, which comprises the only asset available for payment of Class 9 general unsecured claims, is grossly underfunded, and (iii) the Plan improperly denies creditors the ability to select the Liquidating Trustee, who is granted broad authority to manage, prosecute and settle the Liquidating Trust Assets for the benefit of Class 9 general unsecured creditors. Administrative claimant Robert C. Dalton, acting pro se, says the Plan does not provide for an adequate means to exit Chapter 11 bankruptcy because the technical merits of the plan does not address the technical engineering of the bio-oil to make commercial viable products. The Mississippi Department of Revenue, which filed an unsecured priority claim of $1.66 million, says the Plan fails to adequately provide payment of its claim. David Carlton and Sharon Kegerreis, lead plaintiffs representing purchasers of KiOR common stock in a pre-petition securities class action originally filed against KiOR and certain of its present and former officers and directors, styled as Berry v. KiOR, Inc., Civil Action No. 4:13-cv-2443 (S.D. Tex.), filed a limited objection to the Plan to (a) preserve their right to maintain their direct causes of action against the Debtor solely to the extent of available insurance, and (b) preserve their right to maintain their direct actions against certain of the Debtor's current and former officers and directors Copies of certain of the objections are available for free at: http://bankrupt.com/misc/KiOR_Leidos_Obj_Plan.pdf http://bankrupt.com/misc/KiOR_MDA_Obj_Plan.pdf http://bankrupt.com/misc/KiOR_UST_Obj_Plan.pdf The Chapter 11 Plan Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the District of Delaware will convene a hearing on June 3, 2015, at 10:00 a.m. (EDT), to consider confirmation of KiOR's reorganization plan. Judge Sontchi approved the disclosure statement explaining the Plan on April 9. The Plan provides for secured lenders including Sun Microsystems founder Vinod Khosla's Khosla Ventures III LP to own the reorganized business in exchange for $29 million in bankruptcy financing and some of the secured debt they hold. Unsecured creditors will split the $100,000 to be provided to a liquidating trust. Continuing suppliers will receive 50 percent. The Plan provides that all of the Debtor's existing equity interests will be cancelled and the Debtor will issue new equity interests to the holders of the DIP Financing Claims and the Debtor's prepetition First Lien Claims in exchange for the cancellation of $29 million of the indebtedness. The Plan also provides for the creation of a liquidating trust which will be funded with (i) cash designated for Class 7 continuing trade creditors, (ii) $100,000, and (iii) the transfer of certain claims and causes of action that belong to the estate. The Reorganized Debtor will be funded through an Exit Facility consisting of a conversion of the DIP Financing Claims (under the current DIP Financing, in the approximate amount of $15,273,500, plus any amounts under the proposed DIP Amendment, which seeks up to an additional $14 million for a total $29 million) and the conversion of any amount of the Debtor's prepetition First Lien Claims. A black-lined version of the Disclosure Statement dated April 8, 2015, is available at http://bankrupt.com/misc/KIORds0408.pdf About KiOR Inc. KiOR, Inc., and wholly owned subsidiary KiOR Columbus, LLC, are development stage, renewable fuels companies based in Pasadena, Texas and Columbus, Mississippi, respectively. KiOR, Inc., was founded in 2007 as a joint venture between Khosla Ventures, LLC, and BIOeCon B.V. KiOR Inc.'s primary business is the development and commercialization of a ground-breaking proprietary technology designed to generate a renewable crude oil from non-food cellulosic biomass. KiOR, Inc. filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Case No. 14-12514) on Nov. 9, 2014, in Delaware. Through the chapter 11 case, the Debtor intends to reorganize its business or sell substantially all of its assets so that it can continue its core research and development activities. KiOR Columbus did not seek bankruptcy protection. The Debtor disclosed $58.3 million in assets and $261 million in liabilities as of June 30, 2014. The Debtor is represented by Mark W. Wege, Esq., Edward L. Ripley, Esq., and Eric M. English, Esq., at King & Spalding, LLP, in Houston, Texas; and John Henry Knight, Esq., Michael Joseph Merchant, Esq., and Amanda R. Steele, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware. The Debtor's financial advisor is Alvarez & Marsal. Guggenheim Securities, LLC, is the Debtor's investment banker. Epiq Bankruptcy Solutions, LLC, is the Debtor's claims and noticing agent. Pasadena Investments, LLC, as administrative agent for a Consortium of lenders, committed to provide up to $15 million in postpetition financing. The DIP Agent is represented by Thomas E. Patterson, Esq., at Klee, Tuchin, Bogdanoff & Stern LLP, in Los Angeles, California, and Michael R. Nestor, Esq., at Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware. The MDA is represented by: GREENBERG TRAURIG, LLP Dennis A. Meloro, Esq. The Nemours Building 1007 North Orange Street, Suite 1200 Wilmington, DE 19801 Tel: (302) 661-7000 Fax: (302) 661-7360 E-mail: MeloroD@gtlaw.com - and - David B. Kurzweil, Esq. R. Kyle Woods, Esq. Terminus 200 3333 Piedmont Road, NE, Suite 2500 Atlanta, GA 30305 Tel: (678) 553-2680 Fax: (678) 553-2681 E-mail: KurzweilD@gtlaw.com WoodsK@gtlaw.com - and - Shari L. Heyen, Esq. 1000 Louisiana, Suite 1700 Houston, TX 77002 Tel: (713) 374-3564 Fax: (713) 818-3795 E-mail: HeyenS@gtlaw.com - and - MCCRANEY MONTAGNET QUIN & NOBLE, PLLC Douglas C. Noble, Esq. William M. Quin II, Esq. 602 Steed Road, Suite 200 Ridgeland, MS 39157 Tel: (601) 707-5725 Fax: (601) 510-2939 E-mail: Dnoble@mmqnlaw.com Wquin@mmqnlaw.com Leidos Engineering is represented by: SAUL EWING LLP Mark Minuti, Esq. 222 Delaware Avenue, Suite 1200 P.O. Box 1266 Wilmington, DE 19899 Tel: (302) 421-6840 Fax: (302) 421-5873 E-mail: mminuti@saul.com - and - Monique Bair DiSabatino, Esq. Centre Square West 1500 Market Street, 38th Floor Philadelphia, PA 19102 Tel: (215) 972-8564 Fax: (215) 972-7725 E-mail: mdisabatino@saul.com - and - Christine E. Baur, Esq. Kathryn T. Anderson, Esq. LAW OFFICE OF CHRITINE E. BAUR 4653 Carmel Mountain Road, Suite 308 San Diego, CA 92130 Tel: (858) 350-3757 Fax: (858) 876-9480 E-mail: christine@baurbklaw.com kathryn@baurbklaw.com Securities Class Action Lead Plaintiffs are represented by: THE ROSEN LAW FIRM, P.A. Laurence M. Rosen, Esq. Phillip Kim, Esq. 275 Madison Avenue, 34th Floor New York, NY 10016 Tel: (212) 686-1060 Fax: (212) 202-3827 E-mail: lrosen@rosenlegal.com pkim@rosenlegal.com - and - LEVI & KORSINSKY LLP Adam M. Apton, Esq. Nicholas I. Porritt, Esq. 1101 30th Street, NW, Suite 15 Washington, D.C. 20007 Tel: (202) 524-4290 Fax: (202) 333-2121 E-mail: aapton@zlk.com nporritt@zlk.com The Debtors' attorneys can be reached at: John H. Knight, Esq. Michael J. Merchant, Esq. Amanda R. Steele, Esq. RICHARDS, LAYTON & FINGER, P.A. 920 N. King Street Wilmington, DE 19801 Telephone: 302-651-7700 Facsimile: 302-651-7701 E-mail: knight@rlf.com merchant@rlf.com steele@rlf.com - and - Mark W. Wege, Esq. Edward L. Ripley, Esq. Eric M. English, Esq. KING & SPALDING, LLP 1100 Louisiana, Suite 4000 Houston, TX 77002 Telephone: 713-751-3200 Facsimile: 713-751-3290 E-mail: MWege@kslaw.com ERipley@kslaw.com EEnglish@kslaw.com KNOLL INC: S&P Affirms 'BB' CCR, Outlook Stable ----------------------------------------------- Standard & Poor's Ratings Services affirmed its 'BB' corporate credit rating on East Greenville, Pa.-based Knoll Inc. The outlook is stable. "Our ratings on Knoll reflect its strong reputation for designing quality products targeted at the middle-to-upper end of the market; its improved cost structure following restructuring initiatives that we believe are nearly complete; and its increased focus on the studio segment, which we believe is less competitive and generates higher margins than the office segment. We expect Knoll to continue to diversify away from its core office segment and expand in studio, including potentially through targeted acquisitions. We have also factored into our business risk assessment its narrow focus in the cyclical office and home furnishings, textiles, and fine leather segments; its modest size relative to its main competitors in the highly competitive U.S. office segment; its sensitivity to raw material price fluctuations; and its limited geographical diversity," S&P said. Knoll's margins are above those of its peers thanks to its emphasis on higher-margin studio business and relatively low overhead. Moreover, it has made progress over the last several years improving its cost structure by modernizing manufacturing processes and equipment in the U.S., and reducing white collar headcount in Europe. S&P's financial risk profile assessment on Knoll reflect its good credit metrics and moderate free cash flow generation, as well as S&P's assumption that its financial policies will enable it to sustain cash flow measures close to S&P's forecast. S&P has also factored the company's high cash flow cyclicality in times of economic stress into S&P's financial risk assessment. The outlook is stable. S&P forecasts EBITDA will increase about 20% in 2015 due to underlying industry growth, operating efficiency improvements, favorable foreign exchange, and lower restructuring costs. This should enable Knoll to generate sufficient free cash flow to fund shareholder payments, repay modest amounts of debt, and modestly improve credit ratios, including leverage and FFO to debt approaching 2.5x and 25%, respectively. S&P could lower the rating if profitability falls meaningfully (which could occur if the U.S. economy enters a protracted recession, competition intensifies, or input costs increase significantly) or if Knoll's financial policy changes (including making large-scale acquisitions) such that leverage exceeds 4x and FFO to debt approaches 15%. For this to occur, S&P estimates EBITDA would need to fall 30% compared to Dec. 31, 2014, or debt would need to increase by about $125 million. A higher rating is unlikely over the next year; however, it could occur if S&P favorably reassess its view of Knoll's business risk profile. This could occur if the company is able to enhance its scale and grow profits, which would most likely occur through further investment in specialty businesses or efficiency improvements in the office segment. S&P could also raise the rating if it forecasts a sustained improvement in credit metrics, including leverage in the low-2x area and FFO to debt above 30%. For this to occur, EBITDA would need to increases by over 30%. LAND O' LAKES: Fitch Assigns 'BB' Rating on Jr. Sub. Securities --------------------------------------------------------------- Fitch Ratings has assigned long-term Issuer Default Ratings (IDR) of 'BBB-' to Land O' Lakes, Inc. (LOL) and Land O' Lakes Capital Trust I. The Rating Outlook is Stable. KEY RATING DRIVERS The ratings reflect LOL's significant scale as the second largest U.S. agricultural cooperative (co-op), consistent EBITDA growth and reasonable credit metrics. The company's operations are diversified versus its agricultural peers, with Dairy Foods, Feed, and Crop Inputs each accounting for approximately a third of its revenue. However, Crop Inputs are more profitable so this segment comprises about half of the company's EBITDA. The co-op's long history since 1921, long-term relationships between the grower/owners and co-op, as well as strong brands including Land O' Lakes, Purina Animal Nutrition and WinField Solutions, support the ratings. The company's competitive market positioning is balanced with its low single digit EBITDA margins of approximately 3%, which Fitch estimates will improve modestly over the forecast period on supply chain efficiency and favorable product mix in dairy and feed. Fitch anticipates LOL's top line will be relatively flat over the intermediate term with moderate periodic volatility due to input cost changes, and EBITDA to grow at a low single digit CAGR. LOL's capital structure consists of a $575 million secured credit facility due March 2020, $150 million senior secured term loan due August 2021, $325 million in 6.24%-6.77% senior secured private placement notes due 2016 through 2021, $300 million 6.00% unsecured notes due August 2022 and a $500 million receivables securitization facility due March 2020. There are also $200 million junior subordinated capital securities due in March 2028 at Land O' Lakes Capital Trust I. Currently the credit facility, term loan and private placement notes are secured by substantially all of the material assets of LOL and its wholly owned domestic subsidiaries (other than MoArk, LLC, LOL Finance Co., LOLFC, LLC (a subsidiary of LOL Finance Co.) and LOL SPV, LLC). The ratings take into account that the collateral is likely to be released in the near term so the secured credit facility, term loan, and private placement notes will become unsecured. LOL is a Minnesota-based co-op originally incorporated to meet the needs of dairy farmers in the Midwest. The company has expanded through mergers, acquisitions and joint ventures to a revenue base of $15 billion and EBITDA per Fitch's calculation of approximately $440 million in 2014. Dairy members supply LOL's Dairy segment with milk, cream, cheese and butter. Ag members purchase agricultural products, primarily feed, seed and crop protection products. As a co-op, high cash patronage payments of its net profits to grower/owners leave LOL reliant on external sources of liquidity, particularly during the period of heightened capex in the $250 million range annually during the next few years. Fitch treats the patronage payouts, estimated to continue at 60% of the prior year's net income, as dividends. Fitch estimates that annual FCF (cash flow from operations less capex and dividends) will continue to be relatively flat on average, with FCF margins of +1% to -1%. Given the lack of materially positive FCF during most years, LOL has historically relied on asset sales proceeds to reduce debt. LOL's debt agreements contain credit enhancing restrictions that subordinate the majority of patronage payments to debt payments. However, there is a 20% allowed patronage distribution to preserve the co-op's tax status. LOL's effective income tax rate is substantially lower than the statutory federal and state income tax rates as a result of the tax deductibility of qualified patronage distributions made from net income. Also, member/owners have incentive to maintain a relatively conservative capital structure to maintain the financial health of the co-op. LOL's leverage (total debt to EBITDA) was 2.6x, total adjusted debt to EBITDAR was 3.6x and operating EBITDA/gross interest expense was 6.6x for 2014. Fitch's expects total debt/EBITDA will be approximately flat in 2015 and then improve by approximately half a turn to the 2.0x range in 2016, assuming the $155 million private placement is repaid with cash on hand. LOL's rent expense is significant at approximately $100 million annually, but roughly 40% is comprised of inventory storage fees for its crop inputs business that are very short-term. KEY ASSUMPTIONS -- Approximately 5% sales decline in 2015 mainly due to lower dairy prices, as well as the remaining MoArk sale. Expect total volumes to be up approximately 1% over the next 24-36 months with inter-period input cost volatility. -- Slight improvement in EBITDA in 2015 and CAGR of about 3% over forecast period. EBITDA margins in the low to mid 3% range. -- Cash payout to members remains at the targeted 60% of prior year net income. FCF margin in the range of + or - 1% of sales after cash payout to members. -- Total debt/EBITDA flat at 2.6x in 2015 and potentially half a turn lower in 2016 and beyond on anticipated debt paydown. RATING SENSITIVITIES A negative action could occur if there is a sustained weakness or operating profit decline in one of LOL's key business segments, if total debt to EBITDA is consistently greater than 3x, and FCF after patronage dividends remains negative for multiple years. A Board commitment to a patronage payout materially above 60%, which is currently factored into Fitch's base case projections, could also support a negative rating action. A positive rating action could occur if LOL diversifies its portfolio towards higher growth and higher margin categories, if leverage is sustained below 2x and the company consistently generates positive FCF. Fitch does not expect a positive rating action in the near term due to the low growth and low margin structure of its business segments. LIQUIDITY LOL's liquidity is ample at approximately $860 million at March 31, 2015. Liquidity includes $21 million cash and cash equivalents, which varies seasonally, $552 million available on its $575 million senior secured revolver and $287 million available on its $500 million receivables facility. Credit facility availability was reduced by $23.5 million LOCs. Seasonal working capital needs are highest during the first and third quarters and trough to peak liquidity varies by approximately $900 million. The co-op's next significant maturity is $155 million private placement notes due in Dec. 2016, which Fitch expects will be paid down with cash on hand. FULL LIST OF RATING ACTIONS Fitch has assigned these ratings: Land O' Lakes, Inc. (LOL) -- Long-term IDR 'BBB-'; -- Senior secured credit facility 'BBB-'; -- Senior secured term loan 'BBB-'; -- Senior secured private placement notes 'BBB-'; -- Senior unsecured notes 'BBB-'; Land O' Lakes Capital Trust I -- Long-term IDR 'BBB-' -- Junior subordinated capital securities 'BB.' The Rating Outlook is Stable. LIBERTY HARBOR: Court Confirms Reorganization Plan -------------------------------------------------- Three years since seeking bankruptcy protection, Liberty Harbor Holding, LLC, and its affiliates have obtained approval of their joint plan of reorganization. After all impaired creditors voted to accept the Plan and after holding a confirmation hearing, Judge Novalyn L. Winfield ruled that the latest iteration of the Plan, the Fourth Amended Plan of Reorganization, filed May 12, 2015, satisfied the elements of Section 1129(a) of the Bankruptcy Code. The Debtor in November 2013 obtained approval of the disclosure statement explaining the Plan and scheduled a hearing to consider confirmation of the Plan the next month. However, the hearing was adjourned several times, before the Fourth Amended Plan was approved on May 14, 2015. The Plan proposes to treat claims and interests as follows: -- Priority tax claims and priority non-tax claims will be paid in full on effective date of the Plan; -- The claims of the Kerrigan Family (Class 1) will be paid in over a period of time pursuant to the parties' settlement. The settlement reached by Ronald Kerrigan, Kathryn Kerrigan, Lynn Kerrigan, the Jersey City Redevelopment Agency, the City of Jersey City, the Debtors, and Peter and Lorraine Mocco has been approved by the Court. -- The claims of JCRA (Class 2) have been fixed and allowed pursuant to the Kerrigan Settlement. -- The City of Jersey's claims (Class 3), if any, will be paid in full on the Effective Date. The Debtors are unaware of any claims held by the City of Jersey City, other than certain claims for the payment of real estate taxes, which the Debtors believe will have been paid prior to the confirmation date. -- Holders of unsecured claims (Class 4) will be paid in full, without interest, by monthly distribution to be received over the eight-year period beginning the latter of the Effective Date of the Plan, or the day the claim is allowed by Final Order of the Bankruptcy Court. -- Holders of equity interests, the Moccos are unimpaired. Only unsecured creditors, which belong to the lone impaired class, were entitled to vote on the Plan. The Moccos will provide the Debtors with the funding necessary to consummate the Plan, including, but not limited to, all payments due to be made under the Kerrigan Settlement from and after the Effective Date. As of the date of this Plan, the Moccos have already provided the following funding to the Debtors: (a) $2,500,000 upon execution of the Kerrigan Settlement; (b) $500,000 within 30 days of execution of the Kerrigan Settlement; (c) $3,000,000 on or about December 31, 2012; and (d) Upon consummation of a sale of land to New Jersey Transit, an additional $4,000,000 was received by the Debtors. (e) $1,500,000 paid to Connecticut Trustees; (f) Two year-end payments, on Dec. 31, 2013, and December 31, 2014, each totaling $750,000; (g) Counsel fees to date; and (h) Mocco entities' payments to creditors whose claims are being expunged. A copy of the Fourth Amended Plan is available for free at: http://bankrupt.com/misc/Liberty_Harbor_4th_Am_Plan.pdf A copy of the order confirming the Plan is available at: http://bankrupt.com/misc/Liberty_Harbor_Plan_Order.pdf About Liberty Harbor Jersey City, New Jersey-based Liberty Harbor Holding, LLC, along with two affiliates, sought Chapter 11 protection (Bankr. D.N.J. Lead Case No. 12-19958) in Newark on April 17, 2012. Each of the Debtors is solely owned by Peter Mocco. Liberty, as of April 16, 2012, had total assets of $350.08 million, comprising of $350 million of land, $75,000 in accounts receivable and $458 cash. The Debtor says that it has $3.62 million of debt, consisting of accounts payable of $73,500 and unsecured non-priority claims of $3,540,000. The Debtor's real property consists of Block 60, Jersey City, NJ 100% ownership Lots 60, 70, 69.26, 61, 62, 63, 64, 65, 25H, 26A, 26B, 27B, 27D. Affiliates that filed separate petitions are: Liberty Harbor II Urban Renewal Co., LLC (Case No. 12-19961) and Liberty Harbor North, Inc. (Case No. 12-19964). The three cases are administratively consolidated. Judge Novalyn L. Winfield presides over the case. Wasserman, Jurista & Stolz, P.C. serves as insolvency counsel and Scarpone & Vargo serves as special litigation counsel. The petition was signed by Peter Mocco, managing member. Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed three creditors to the Official Committee of Unsecured Creditors in the Chapter 11 cases of the Debtor. LIFE PARTNERS: Ch. 11 Trustee Proposes Sept. 30 Claims Bar Date --------------------------------------------------------------- H. Thomas Moran II, as Chapter 11 trustee for Life Partners Holdings, Inc., and as the sole director of Life Partners, Inc., and LPI Financial Services, Inc., asks the U.S. Bankruptcy Court for the Northern District of Texas, Fort Worth Division, to establish Sept. 30, 2015, at 5:00 p.m. (prevailing Central Time), as the deadline for each person or entity to file proofs of claim based on prepetition claims against any of the Debtors. The Trustee and the Subsidiary Debtors also ask the Court to establish Nov. 16, 2015, at 5:00 p.m. (prevailing Central Time) as the deadline for each Governmental Unit to file Proofs of Claim against the Debtors. About Life Partners Life Partners Holdings, Inc., is the parent company of the world's oldest company engaged in the secondary market for life insurance, commonly called "life settlements." Since its incorporation in 1991, Life Partners, Inc. has completed over 162,000 transactions for its worldwide client base of over 30,000 high net worth individuals and institutions in connection with the purchase of over 6,500 policies totaling over $3.2 billion in face value. Waco, Texas-based Life Partners Holdings -- http://www.lphi.com/-- is a financial services company engaged in the secondary market for life insurance known as life settlements. Life Partners Holdings sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 15-40289) on Jan. 20, 2015. The case is assigned to Judge Russell F. Nelms. J. Robert Forshey, Esq., at Forshey & Prostok, LLP, serves as counsel to the Debtor. The official committee of unsecured creditors formed in the case tapped Munsch Hardt Kopf & Harr, P.C., as counsel. Tracy A. Bolt of BDO USA, LLP, was named as examiner for the Debtor's case. At the behest of the U.S. Securities and Exchange Commission, the U.S. Trustee, and the Creditors Committee, the Court ordered the appointment of a Chapter 11 trustee. On March 13, 2015, H. Thomas Moran II was appointed as Chapter 11 trustee in LPHI's case. The Chapter 11 Trustee signed Chapter 11 bankruptcy petitions for LPHI's subsidiaries on May 19, 2015: Life Partners Inc. (Case No. 15-41995) and LPI Financial Services, Inc. (Case No. 15-41996). Life Partners is estimated to have $100 million to $500 million in assets and more than $1 billion in debt. LPI Financial estimated less than $50,000 The Trustee is represented by: THOMPSON & KNIGHT LLP David M. Bennett, Esq. Richard B. Roper, Esq. Katharine Battaia Clark, Esq. 1722 Routh Street, Suite 1500 Dallas, TX 75201 Telephone: 214-969-1700 Facsimile: 214-969-1751 LIFE PARTNERS: Units' Cases Jointly Administered with Parent ------------------------------------------------------------ Judge D. Michael Lynn of the U.S. Bankruptcy Court for the Northern District of Texas, Fort Worth Division, issued an order directing the joint administration of the Chapter 11 cases of Life Partners, Inc., and LPI Financial Services, Inc., with the Chapter 11 case of Life Partners Holdings, Inc., under lead case no. 15-40289. About Life Partners Life Partners Holdings, Inc., is the parent company of the world's oldest company engaged in the secondary market for life insurance, commonly called "life settlements." Since its incorporation in 1991, Life Partners, Inc. has completed over 162,000 transactions for its worldwide client base of over 30,000 high net worth individuals and institutions in connection with the purchase of over 6,500 policies totaling over $3.2 billion in face value. Waco, Texas-based Life Partners Holdings -- http://www.lphi.com/-- is a financial services company engaged in the secondary market for life insurance known as life settlements. Life Partners Holdings sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 15-40289) on Jan. 20, 2015. The case is assigned to Judge Russell F. Nelms. J. Robert Forshey, Esq., at Forshey & Prostok, LLP, serves as counsel to the Debtor. The official committee of unsecured creditors formed in the case tapped Munsch Hardt Kopf & Harr, P.C., as counsel. Tracy A. Bolt of BDO USA, LLP, was named as examiner for the Debtor's case. At the behest of the U.S. Securities and Exchange Commission, the U.S. Trustee, and the Creditors Committee, the Court ordered the appointment of a Chapter 11 trustee. On March 13, 2015, H. Thomas Moran II was appointed as Chapter 11 trustee in LPHI's case. The Chapter 11 Trustee signed Chapter 11 bankruptcy petitions for LPHI's subsidiaries on May 19, 2015: Life Partners Inc. (Case No. 15-41995) and LPI Financial Services, Inc. (Case No. 15-41996). Life Partners is estimated to have $100 million to $500 million in assets and more than $1 billion in debt. LPI Financial estimated less than $50,000 The Trustee is represented by: THOMPSON & KNIGHT LLP David M. Bennett, Esq. Richard B. Roper, Esq. Katharine Battaia Clark, Esq. 1722 Routh Street, Suite 1500 Dallas, TX 75201 Telephone: 214-969-1700 Facsimile: 214-969-1751 LIGHTSQUARED INC: Harbinger Suit Against Ergen et al. Tossed ------------------------------------------------------------ The United States District Court for the District of Colorado granted Defendants Charles W. Ergen, DISH Network Corporation, L-Band Acquisition LLC, SP Special Opportunities LLC, Sound Point Capital Management LP, and Stephen Ketchum's Motion to Dismiss a complaint filed by Harbinger Capital Partners LLC and its affiliated entities as the lawsuit violates the prohibitions on claim-splitting and collateral attacks. That case is captioned as HARBINGER CAPITAL PARTNERS LLC, HGW US HOLDING COMPANY LP, BLUE LINE DZM CORP., and HARBINGER CAPITAL PARTNERS SP, INC., Plaintiffs, v. CHARLES W. ERGEN, DISH NETWORK CORPORATION, L-BAND ACQUISITION LLC, SP SPECIAL OPPORTUNITIES LLC, SOUND POINT CAPITAL MANAGEMENT LP, and STEPHEN KETCHUM, Defendants, CIVIL ACTION NO. 14-CV-1907-WJM-KMT. Harbinger claims that Defendants engaged in wire fraud, mail fraud, and other unlawful acts to disrupt Harbinger's control of LightSquared during LightSquared's proceedings in the U.S. Bankruptcy Court for the Southern District of New York. Harbinger asserts a civil cause of action under the Racketeer Influenced and Corrupt Organizations Act ("RICO"), 18 U.S.C. Sec. 1962, and various related claims. District Judge William J. Martinez granted the Motion to Dismiss, holding that all of Harbinger's current causes of action are prohibited by the rule against claim-splitting. He cites the following reasons to support his conclusion: (1) the Bankruptcy Court had jurisdiction to hear the claims asserted by Harbinger; (2) Harbinger's argument for lack of standing has no bearing on the claim-splitting analysis; (3) the claims asserted by Harbinger are claims that could have been brought in the Adversary Proceeding Complaint; and (4) identity of parties indubitably exists. A copy of Judge Martinez's April 28, 2015 Order Granting Motion to Dismiss is available at http://is.gd/hCsrydfrom Leagle.com. Harbinger Capital Partners LLC, Plaintiff, represented by Jason M. Lynch -- jlynch@rplaw.com -- Reilly Pozner, L.L.P., Christine A. Montenegro -- cmontenegro@kasowitz.com -- Kasowitz, Benson, Torres & Friedman, LLP, Daniel M. Reilly -- dreilly@rplaw.com -- Reilly Pozner, L.L.P., Marc E. Kasowitz -- mkasowitz@kasowitz.com -- Kasowitz, Benson, Torres & Friedman, LLP, Michael Joseph Bowe -- mbowe@kasowitz.com -- Kasowitz, Benson, Torres & Friedman, LLP & Paul J. Burgo -- pburgo@kasowitz.com -- Kasowitz, Benson, Torres & Friedman, LLP. HGW US Holding Company LP, Plaintiff, represented by Jason M. Lynch, Reilly Pozner, L.L.P., Christine A. Montenegro, Kasowitz, Benson, Torres & Friedman, LLP, Daniel M. Reilly, Reilly Pozner, L.L.P., Marc E. Kasowitz, Kasowitz, Benson, Torres & Friedman, LLP, Michael Joseph Bowe, Kasowitz, Benson, Torres & Friedman, LLP & Paul J. Burgo, Kasowitz, Benson, Torres & Friedman, LLP. Blue Line DZM Corp., Plaintiff, represented by Jason M. Lynch, Reilly Pozner, L.L.P., Christine A. Montenegro, Kasowitz, Benson, Torres & Friedman, LLP, Daniel M. Reilly, Reilly Pozner, L.L.P., Marc E. Kasowitz, Kasowitz, Benson, Torres & Friedman, LLP, Michael Joseph Bowe, Kasowitz, Benson, Torres & Friedman, LLP & Paul J. Burgo, Kasowitz, Benson, Torres & Friedman, LLP. Harbinger Capital Partners SP, Inc., Plaintiff, represented by Jason M. Lynch, Reilly Pozner, L.L.P., Christine A. Montenegro, Kasowitz, Benson, Torres & Friedman, LLP, Daniel M. Reilly, Reilly Pozner, L.L.P., Marc E. Kasowitz, Kasowitz, Benson, Torres & Friedman, LLP, Michael Joseph Bowe, Kasowitz, Benson, Torres & Friedman, LLP & Paul J. Burgo, Kasowitz, Benson, Torres & Friedman, LLP. Charles W. Ergen, Defendant, represented by John V. McDermott -- jmcdermott@bhfs.com -- Brownstein Hyatt Farber Schreck, LLP, Hugh Q. Gottschalk -- gottschalk@wtotrial.com -- Wheeler Trigg O'Donnell, LLP, Kenneth Edward Stalzer -- stalzer@wtotrial.com -- Wheeler Trigg O'Donnell, LLP & LaMar Fredrick Jost -- jost@wtotrial.com -- Wheeler Trigg O'Donnell, LLP. DISH Network Corporation, Defendant, represented by John V. McDermott, Brownstein Hyatt Farber Schreck, LLP, Brian Thomas Frawley, Sullivan & Cromwell, LLP, Brian D. Glueckstein, Sullivan & Cromwell, LLP & Michael D. Hoke, Brownstein Hyatt Farber Schreck, LLP. L-Band Acquisition LLC, Defendant, represented by John V. McDermott, Brownstein Hyatt Farber Schreck, LLP, Brian Thomas Frawley, Sullivan & Cromwell, LLP, Brian D. Glueckstein, Sullivan & Cromwell, LLP & Michael D. Hoke, Brownstein Hyatt Farber Schreck, LLP. SP Special Opportunities LLC, Defendant, represented by John V. McDermott, Brownstein Hyatt Farber Schreck, LLP, Hugh Q. Gottschalk, Wheeler Trigg O'Donnell, LLP, Kenneth Edward Stalzer, Wheeler Trigg O'Donnell, LLP & LaMar Fredrick Jost, Wheeler Trigg O'Donnell, LLP. Special Opportunties Holdings LLC, Defendant, represented by John V. McDermott, Brownstein Hyatt Farber Schreck, LLP, Hugh Q. Gottschalk, Wheeler Trigg O'Donnell, LLP, Kenneth Edward Stalzer, Wheeler Trigg O'Donnell, LLP & LaMar Fredrick Jost, Wheeler Trigg O'Donnell, LLP. Sound Point Capital Management LP, Defendant, represented by John V. McDermott, Brownstein Hyatt Farber Schreck, LLP, Andrew J. Frackman, O'Melveny & Myers, LLP, Charles E. Bachman, O'Melveny & Myers, LLP, Dana Brent Baggs, Lowe, Fell & Skogg, LLC & Kenneth Kent Skogg, Lowe, Fell & Skogg, LLC. Stephen Ketchum, Defendant, represented by John V. McDermott, Brownstein Hyatt Farber Schreck, LLP, Andrew J. Frackman, O'Melveny & Myers, LLP, Charles E. Bachman, O'Melveny & Myers, LLP, Dana Brent Baggs, Lowe, Fell & Skogg, LLC & Kenneth Kent Skogg, Lowe, Fell & Skogg, LLC. About LightSquared Inc. LightSquared Inc. and 19 of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 12-12080) on May 14, 2012, to resolve regulatory issues that have prevented it from building its coast-to-coast integrated satellite 4G wireless network. LightSquared had invested more than $4 billion to deploy an integrated satellite-terrestrial network. In February 2012, however, the U.S. Federal Communications Commission told LightSquared the agency would revoke a license to build out the network as it would interfere with global positioning systems used by the military and various industries. In March 2012, the Company's partner, Sprint, canceled a master services agreement. LightSquared's lenders deemed the termination of the Sprint agreement would trigger cross-defaults under LightSquared's prepetition credit agreements. LightSquared and its prepetition lenders attempted to negotiate a global restructuring that would provide LightSquared with liquidity and runway necessary to resolve its issues with the FCC. Despite working diligently and in good faith, however, LightSquared and the lenders were not able to consummate a global restructuring on terms acceptable to all interested parties. Lawyers at Milbank, Tweed, Hadley & McCloy LLP serve as counsel to the Debtors. Alvarez & Marsal North America, LLC, is the Financial advisor. Kurtzman Carson Consultants LLC serves as claims and notice agent. * * * Bankruptcy Judge Shelley C. Chapman in late March 2015, approved LightSquared Inc.'s Chapter 11 reorganization plan. As previously reported by The Troubled Company Reporter, the Debtors, in December, filed a joint plan and disclosure statement, which contemplate, among other things, (A) new money investments by the New Investors in exchange for a combination of preferred and common equity, (B) the conversion of the Prepetition LP Facility Claims into new second lien debt obligations, (C) the repayment in full, in cash, of the Inc. Facility Prepetition Inc. Facility NonSubordinated Claims immediately following confirmation of the Plan, (D) the payment in full, in cash, of LightSquared's general unsecured claims, (E) the provision of $1.25 billion in new money working capital for the Reorganized Debtors, (F) the assumption of certain liabilities, (G) the resolution of all inter-Estate disputes, and (H) the contribution by Harbinger of the Harbinger Litigations. LONESTAR GEOPHYSICAL: Employs McAfee & Taft as Ch. 11 Counsel ------------------------------------------------------------- Lonestar Geophysical Survey, LLC, seeks authority from the U.S. Bankruptcy Court for the Western District of Oklahoma to employ McAfee & Taft, A Professional Corporation, as attorneys. The Debtor requires the assistance of the firm so as to enable it to properly perform its functions as debtor in possession in this case. The principal attorneys expected to represent the Debtor and their current hourly rates are: Ross A. Plourde, Esq. $325 Steven W. Bugg, Esq. $310 In addition, other attorneys and paraprofessionals may from time to time provide services to the Debtor. The range of hourly rates for McAfee & Taft's attorneys and legal assistants is as follows: Partners $225 to $550 Associates $165 to $275 Legal Assistants $55 to $135 McAfee & Taft may also seek reimbursement or payment of charges for services and expenses customarily invoiced by law firms in addition to fees for legal services performed in connection with its engagement. Ross A. Plourde, Esq., a member of the law firm McAfee & Taft, A Professional Corporation, in Oklahoma City, Oklahoma, assures the Court that his 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. Plourde, however, discloses that his firm has in the past represented Frontier State Bank, the primary secured creditor of LSGS. McAfee & Taft provided advice regarding Frontier State Bank's mortgage products during 2010 and 2011. The attorney who provided such advice is no longer employed by McAfee & Taft, he tells the Court. Additionally, from time to time beginning in 1991 McAfee & Taft provided bank regulatory advice to Frontier State Bank, Mr. Plourde further discloses. Any such services terminated prior to 2006, he says. Lastly, McAfee & Taft currently represents another bank (which is not a creditor of the Debtor and has no relationship with the Debtor), one of the shareholders of which is the shareholder of Frontier State Bank, with respect to the sale of that bank, Mr. Plourde further discloses. McAfee & Taft may be reached at: Ross A. Plourde, Esq. Steven W. Bugg, Esq. MCAFEE & TAFT, A PROFESSIONAL CORPORATION Tenth Floor Two Leadership Square 211 N. Robinson Oklahoma City, OK 73102-7103 Tel: (405) 235-9621 Fax: (800) 235-9621 E-mail: ross.plourde@mcafeetaft.com steven.bugg@mcafeetaft.com About Lonestar Geophysical Lonestar Geophysical Surveys, LLC, which acquires seismic data and provides services and products to the oil and gas industry, sought bankruptcy protection (Bankr. W.D. Okla. Case No. 15-11872) in Oklahoma City on May 18, 2015. The Debtor tapped Ross A. Plourde, Esq., at McAfee & Taft, as counsel. Judge Hon. Sarah A. Hall is assigned to the case. According to the docket, the Debtor's Chapter 11 plan and disclosure statement are due Sept. 15, 2015. Governmental proofs of claim are due Nov. 16, 2015. LONESTAR GEOPHYSICAL: Seeks to Use Frontier State Cash Collateral ----------------------------------------------------------------- Lonestar Geophysical Survey, LLC, seeks authority from the U.S. Bankruptcy Court for the Western District of Oklahoma to use cash collateral securing its prepetition indebtedness from Frontier State Bank. The Debtor and Frontier State are parties to a term promissory note in the original principal amount of $9.0 million and a revolving promissory note in the original principal amount of $1.0 million. The outstanding principal balance on the Notes is approximately $6.0 million. The Debtor believes and asserts that the value of its assets is approximately $13.5 million. As adequate protection of any interest that Frontier State may have in the Debtor's cash collateral, the Debtor proposes to grant Frontier State a replacement lien on all postpetition accounts receivable and cash collateral of the Debtor, to the extent, but only to the extent, that the prepetition assets that secure Frontier State's claim are inadequate to satisfy its secured claim due to the diminishment in the value of its collateral suffered as a result of the Debtor's use of cash collateral. For the Debtor to maintain its current business operations, the Debtor needs to reinvest a portion of the proceeds of its business operations, including accounts receivable, into the purchase of inventories and supplies and payment of normal operating expenses, Ross A. Plourde, Esq., at McAfee & Taft, A Professional Corporation, in Oklahoma City, Oklahoma, asserts. Additionally, the Debtor has an immediate need to fund payroll expenses and other overhead expenses related to the ordinary course of its business, Mr. Plourde further asserts. About Lonestar Geophysical Lonestar Geophysical Surveys, LLC, which acquires seismic data and provides services and products to the oil and gas industry, sought bankruptcy protection (Bankr. W.D. Okla. Case No. 15-11872) in Oklahoma City on May 18, 2015. The Debtor tapped Ross A. Plourde, Esq., at McAfee & Taft, as counsel. Judge Hon. Sarah A. Hall is assigned to the case. According to the docket, the Debtor's Chapter 11 plan and disclosure statement are due Sept. 15, 2015. Governmental proofs of claim are due Nov. 16, 2015. MICRO HOLDING: S&P Retains 'B' Rating on First-Lien Term Loan ------------------------------------------------------------- Standard & Poor's Ratings Services said its issue-level rating on California-based Micro Holding Corp.'s first-lien term loan remains 'B' with a recovery rating of '3' following the company's proposed $100 million add-on to the term loan. The '3' recovery rating indicates S&P's expectation for meaningful (50% to 70%; higher half of the range) recovery for debtholders in the event of a payment default. The incremental term loan will have the same terms and maturity as the existing first-lien term loan. The company will use proceeds for general corporate purposes, including acquisitions. The corporate credit rating on Micro Holding remains 'B' with a stable rating outlook. Pro forma for the proposed incremental term loan, adjusted debt leverage was high at 8.4x (or 6.3x after adding back one-time merger-related expenses) as of Dec. 31, 2014. Based on S&P's expectation of an organic growth rate of about 10% for 2015, S&P believes that adjusted debt leverage could decrease to near mid-5x by the end of 2015 in the absence of further debt-financed acquisitions. S&P assess Micro Holding's financial risk profile as "highly leveraged" because of its high debt leverage (greater than 5x), private equity ownership, and aggressive financial policy. S&P assess Micro Holding's business risk profile as "weak" based on the company's acquisitive growth strategy, risk of technology obsolescence, relatively low barriers to entry, and reliance on the auto sector for close to half of its revenues and EBITDA. RATINGS LIST Micro Holding Corp. Corporate Credit Rating B/Stable/-- Micro Holding Corp. MH Sub I LLC $560 mil. senior secured first-lien term loan B Recovery Rating 3H MMRGLOBAL INC: RHL Group Buys 40 Million Common Shares ------------------------------------------------------ MMRGlobal, Inc., disclosed with the Securities and Exchange Commission that on May 19, 2015, The RHL Group, Inc., elected to purchase 40,000,000 shares of common stock at market price in consideration for a reduction in amounts due of $120,000. On May 20, 2015, four non-employee directors elected to each purchase 10,000,000 shares of common stock at market price in consideration for a reduction in amounts due of $120,000 in the aggregate. On May 20, 2015, the Company granted the RHL Group a warrant to purchase 1,764,642 shares of its common stock in connection with the renewal of the line of credit through the Tenth Amended Note. This warrant has an exercise price of $0.003 per share, with an expiration date of May 20, 2017, and vests at commencement. All securities granted or sold under these agreements are unregistered, non-transferrable and non-saleable, and may only be resold or transferred if they later become registered or fall under an exemption to the Securities Act and applicable state laws. About MMRGlobal Los Angeles, Calif.-based MMR Global, Inc. (OTC BB: MMRF) -- http://www.mmrglobal.com/-- through its wholly-owned operating subsidiary, MyMedicalRecords, Inc., provides secure and easy-to- use online Personal Health Records (PHRs) and electronic safe deposit box storage solutions, serving consumers, healthcare professionals, employers, insurance companies, financial institutions, and professional organizations and affinity groups. MMRGlobal reported a net loss of $2.18 million on $2.57 million of total revenues for the year ended Dec. 31, 2014, compared with a net loss of $7.63 million on $587,000 of total revenues for the year ended Dec. 31, 2013. Rose, Snyder & Jacobs LLP, in Encino, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that the Company has incurred significant operating losses and negative cash flows from operations during the years ended Dec. 31, 2014, and 2013. These conditions raise substantial doubt about the Company's ability to continue as a going concern. MOTORS LIQUIDATION: Has $944 Million Net Assets in Liquidation -------------------------------------------------------------- Motors Liquidation Company GUC Trust filed with the Securities and Exchange Commission its annual report on Form 10-K for the fiscal year ended March 31, 2015. The GUC Trust was formed on March 30, 2011, as a statutory trust under the Delaware Statutory Trust Act, as amended, or the Delaware Act, upon the execution of the Motors Liquidation Company GUC Trust Agreement, or the GUC Trust Agreement, by Motors Liquidation Company, or MLC, MLC of Harlem, Inc., MLCS, LLC, MLCS Distribution Corporation, Remediation and Liability Management Company, Inc. and Environmental Corporate Remediation Company, Inc., Wilmington Trust Company, not in its individual capacity but solely in its capacity as trust administrator and trustee of the GUC Trust, or the GUC Trust Administrator, and FTI Consulting, Inc., solely in its capacity as trust monitor of the GUC Trust, or the GUC Trust Monitor, and upon the filing of the Certificate of Trust of Motors Liquidation Company GUC Trust with the Office of the Secretary of State of the State of Delaware. The GUC Trust's sources of liquidity are principally the funds it holds for the payment of liquidation and administrative costs, and to a significantly lesser degree, the earnings on those funds invested by it. The GUC Trust holds those funds as cash and cash equivalents and also invests such funds in marketable securities, primarily corporate commercial paper and municipal commercial paper and demand notes, as permitted by the Plan and the GUC Trust Agreement. During the year ended March 31, 2015, the GUC Trust's holdings of cash and cash equivalents increased approximately $22.6 million from approximately $14.9 million to approximately $37.5 million. The increase was due primarily to (a) dividends received on holdings of New GM Common Stock of $16.1 million, (b) proceeds from the maturity and sale of marketable securities in excess of reinvestments of $13.4 million, and proceeds from the sale of New GM Securities to fund expected costs of liquidation and administrative costs of $11.4 million, offset in part by (a) cash paid for liquidation and administrative costs of $12.8 million, (b) cash paid for distributions of $3.6 million, and (c) cash paid for Residual Wind-Down Claims of $2.6 million. During the year ended March 31, 2015, the funds invested by the GUC Trust in marketable securities decreased approximately $13.4 million, from approximately $44.4 million to approximately $31.0 million. The decrease was due primarily to reduced re-investments of cash in marketable securities in order to fund cash needs during the year. The GUC Trust earned approximately $70,000 in interest and dividend income on such investments during the year. As of March 31, 2015, Motors Liquidation had $1.01 billion in total assets, $69.23 million in total liabilities and $944.73 million in net assets in liquidation. A full-text copy of the Form 10-K is available for free at: http://is.gd/hf1yap About Motors Liquidation General Motors Corporation and three of its affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on June 1, 2009. The Honorable Robert E. Gerber presides over the Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors in their restructuring efforts. Al Koch at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as the Chief Executive Officer for Motors Liquidation Company. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP is providing legal advice to the GM Board of Directors. GM's financial advisors are Morgan Stanley, Evercore Partners and the Blackstone Group LLP. Garden City Group is the claims and notice agent of the Debtors. The U.S. Trustee appointed an Official Committee of Unsecured Creditors and a separate Official Committee of Unsecured Creditors Holding Asbestos-Related Claims. Lawyers at Kramer Levin Naftalis & Frankel LLP served as bankruptcy counsel to the Creditors Committee. Attorneys at Butzel Long served as counsel on supplier contract matters. FTI Consulting Inc. served as financial advisors to the Creditors Committee. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, represented the Asbestos Committee. Legal Analysis Systems, Inc., served as asbestos valuation analyst. The Bankruptcy Court entered an order confirming the Debtors' Second Amended Joint Chapter 11 Plan on March 29, 2011. The Plan was declared effect on March 31. On Dec. 15, 2011, Motors Liquidation Company was dissolved. On the Dissolution Date, pursuant to the Plan and the Motors Liquidation Company GUC Trust Agreement, dated March 30, 2011, between the parties thereto, the trust administrator and trustee -- GUC Trust Administrator -- of the Motors Liquidation Company GUC Trust, assumed responsibility for the affairs of and certain claims against MLC and its debtor subsidiaries that were not concluded prior to the Dissolution Date. NEW YORK LIGHT ENERGY: Case Summary & 20 Top Unsecured Creditors ---------------------------------------------------------------- Debtor affiliates filing separate Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- New York Light Energy, LLC 15-11121 830 New Loudon Road Latham, NY 12110 Light Energy Partners Group, LP, 15-11122 Light Energy Administrative Services, LLC 15-11123 Light Energy Installers, LLC 15-11124 U.S. Light Energy, LLC 15-11125 Type of Business: Engaged in the business of developing and installing solar arrays Chapter 11 Petition Date: May 27, 2015 Court: United States Bankruptcy Court Northern District of New York (Albany) Debtors' Counsel: Joseph Zagraniczny, Esq. Sara C. Temes, Esq. Grayson T. Walter, Esq. BOND, SCHOENECK & KING, PLLC One Lincoln Center Syracuse, NY 13202 Tel: (315) 218-8220 Fax: (315) 218-8100 Email: jzagraniczny@bsk.com stemes@bsk.com gwalter@bsk.com New York Light Energy's Total Assets: $17.7 million New York Light Energy's Total Debts: $13.1 million The petition was signed by David P. Ellis, managing member. List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ American Honda Finance Arrears under $8,696 vehicle leases Anixter, Inc. Trade Debt $162,721 C.T. Male Associates Services $25,390 Provided CS Arch Structural $90,285 Engineering Draker, Inc. Trade Debt $9,139 Dyn Tek Services Inc. Miscellaneous IT $11,931 supplies Flex Electrical Construction Services $832,211 2431 3rd Avenue Provided Watervliet, NY 12189 Gexpro Trade Debt $134,151 Gross Electric Inc. Services $1,197,252 27 Silver Circle provided Queensbury, NY 12804 Mercedes-Benz Financial Services Arrears under $11,718 vehicle lease Mombasha Electric Services $37,113 Provided NYS Department of Taxation & Sales taxes $8,401 Finance NYSERDA Incentive $508,484 17 Columbia Circle Payments Albany, NY 12203 O'Connell Electric Services $65,000 provided Panel Claw Trade Debt $669,504 1600 Osgood Street 2023 North Andover, MA 01845 Ryan Electric Services $147,612 provided Solarbos Trade Debt $20,878 Stone Management, Inc. Inventory $18,407 handling and storage United Rentals Machinery and $21,336 equipment rental Wainschaf Associates Inc. Inverter $284,992 65 Washington Street storage Rensselaer, NY 12144 and installation NEW YORK LIGHT ENERGY: Files Schedules of Assets & Debt ------------------------------------------------------- New York Light Energy, LLC, filed with the bankruptcy court its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $0 B. Personal Property $17,718,984 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $8,813,983 E. Creditors Holding Unsecured Priority Claims $8,401 F. Creditors Holding Unsecured Non-priority Claims $4,337,514 ----------- ----------- TOTAL $17,718,984 $13,159,899 In its statement of financial affairs, the Debtor disclosed $572,000 of income from the NYSERDA grant, $431,000 of income from the Treasury grant, and $299,000 of PPA revenue in 2013. The Debtor disclosed $247,000 of income from the NYSERDA grant, $407,000 of income from the Treasury grant, $301,000 of PPA revenue, and $450,000 of gross income from sale of materials in 2014. The Debtor had $179,000 of income from the NYSERDA grant, $152,000 of income from the Treasury grant, and $126,000 of PPA revenue in 2015 to date. A copy of the schedules is available for free at: http://bankrupt.com/misc/nynb15-11121_SAL.pdf About New York Light Energy Founded in 2009 and based in Latham, New York, New York Light Energy, LLC, designs and installs medium-scale solar arrays in New York State and Massachusetts. The Company has installed solar arrays on more than 180 industrial, commercial, municipal, and residential sites, with a total of over 15 megawatts of capacity to date. NYLE and its affiliates commenced Chapter 11 bankruptcy cases (Bankr. N.D.N.Y. Lead Case No. 15-11121) in Albany, New York, on May 27, 2015. The deadline for filing claims by governmental entities is Nov. 23, 2015. The Debtors tapped Bond, Schoeneck & King, PLLC, as counsel. NEW YORK LIGHT ENERGY: Seeks to Pay $300,000 to Critical Vendors ---------------------------------------------------------------- New York Light Energy, LLC, filed with the U.S. Bankruptcy Court for the Northern District of New York a motion for approval to pay certain prepetition claims of critical vendors, shippers, freight carriers and warehousemen. Joseph Zagraniczny, Esq., at Bond, Schoeneck & King, PLLC, relates that in the ordinary course of business, the Debtors make payments to certain essential trade vendors and service providers on a regular basis. Mr. Zagraniczny relates that if the critical vendors are not paid, their unwillingness to continue to service the Debtors could cause an interruption of the Debtors' businesses. The Debtors seek authority to pay, in their discretion, an aggregate amount of $300,000 in prepetition claims of critical vendors. The Debtors propose to condition the payment of all such claims on the creditors' agreement to continue to supply goods or services to the Debtors on terms that are consistent with customary trade terms between the parties. However, the Debtors reserve the right to negotiate different trade terms with any critical vendor, as a condition to payment of any critical vendor claim, to the extent the Debtors determine that such trade terms are (a) necessary to procure essential goods and/or services or (b) otherwise in the best interests of the Debtors' estates. About New York Light Energy Founded in 2009 and based in Latham, New York, New York Light Energy, LLC, designs and installs medium-scale solar arrays in New York State and Massachusetts. The Company has installed solar arrays on more than 180 industrial, commercial, municipal, and residential sites, with a total of over 15 megawatts of capacity to date. NYLE and its affiliates commenced Chapter 11 bankruptcy cases (Bankr. N.D.N.Y. Lead Case No. 15-11121) in Albany, New York, on May 27, 2015. The deadline for filing claims by governmental entities is Nov. 23, 2015. The Debtors tapped Bond, Schoeneck & King, PLLC, as counsel. NEW YORK LIGHT ENERGY: Solar Arrays Installer in Chapter 11 ----------------------------------------------------------- New York Light Energy, LLC, and its affiliates sought bankruptcy protection due to short-term liquidity woes. The Debtors have developed and installed solar arrays on more than 180 industrial, commercial, municipal, and residential sites throughout New York and Massachusetts to date. The Debtors have two projects currently in the build phase and several more in development: (i) a 223.16 kW system in North Adams, Massachusetts for customer Air-Tite Holders, Inc. (the "Air-Tite Project") and (ii) the development of three vacant parcels of land located in Pittsfield, Massachusetts (the "Betnr Project"), one of which is under contract to be purchased by LISLE with the other two parcels subject to an option to purchase with 642.6 kW of electricity to be produced on each of the three parcels. The electricity produced at the Betnr Project will be sold through multiple Net Metering Agreements. Although the Debtors have obtained important permits, transmission rights and other property rights in connection with these future projects, each project is in early development stages, and at least several weeks away from being eligible for funding by non-debtor affiliate Light Energy Fund III, LP ("Fund III"), through its lender, M&T Bank. As of the Petition Date, the only secured indebtedness of the Debtors consisted of $2.32 million owing to M&T Bank under two term notes. No-Cost Installations The Debtors provide customers fully engineered solar arrays, with the installation of the arrays completed at no cost to the customer. Generally, customers execute 20-year Power Purchase Agreements ("PPAs") with the marketing arm, debtor U.S. Light Energy LLC, whereby the customer purchases the energy produced by the arrays. When a solar array produces more energy than the customer consumes, the excess energy flows to the grid and the customer receives a credit from its utility company. To pay for the cost of construction of the solar arrays, the Debtors took advantage of the federal energy investment tax credit ("ITC") program, authorized under 26 U.S.C. Sec. 48, which encourages the use of renewable energy, including solar energy. The Energy Improvement and Extension Act of 2008, 26 U.S.C. Sec. 48(a)(2)(A)(i)(II), extended the authorization for the energy ITC for solar projects placed in service before January 1, 2017. Initially, NYLE built solar arrays at its own expense, using traditional financing, and received incentives from the New York State Energy Research and Development Authority ("NYSERDA") for each project built. In order to fund the cost of building the solar arrays by taking advantage of the energy ITC program (and the ARRA program in the past), the Debtors and their affiliates entered into financing arrangements with tax credit investors, including Kyocera Corporation and M&T Bank. After the solar arrays were installed, they were typically sold to joint venture entities or affiliated limited partnerships, with a sale-leaseback relationship with a third-party lender such as M&T Bank. Moreover, the PPAs were assigned to and assumed by such joint venture entities or limited partnerships. Road to Bankruptcy The Debtors are development companies that do not have sufficient capital to fund the development and construction of the projects independently. In 2013 and 2014, the prior fund through which the Debtors developed and installed solar arrays, Light Energy Fund II, LLC, was a joint venture with Kyocera Corporation as an investor ("Fund II"). Based on actual build costs far exceeding estimates and NYSERDA incentives being drastically reduced, the Debtors experienced significant losses in connection with Fund II. During this time, NYSERDA incentives were continually reduced to the present level of $.60 for up to 50 KWH and $.40 for 51 to 200 KWH. A new program for over 200 KWH is in place but does not offer economic advantages. Following the failure of Fund II from an expense side and the attendant losses experienced by all of the Debtor entities involved in the development and construction of solar arrays from that project, the Debtors were left with greatly reduced liquidity. During the planning of Fund III in late 2014, the Debtors were faced with aging payables and the Debtors' former management entered into agreements to satisfy large payables that were not feasible. On or about Jan. 20, 2015, NYLE and USLE executed an affidavit in support of a confession of judgment to a creditor and subsequently defaulted on the agreed payments. Consequently, the creditor is poised to file the judgment at any time. Other creditors have commenced litigation and/or threatened litigation against KYLE. As a result of inevitable failures to comply with payment agreements, there has been a significant tightening of terms by suppliers and engineering firms due to aging receivables. Because of the Debtors' inability to pay the unsecured debt and the acceleration of litigation concerning the debt, the Debtors have not been successful in restructuring their obligations outside of the reorganization process set forth in chapter 11 of the Bankruptcy Code. Ultimately, the Debtors' lack of short-term liquidity, coupled with a significant amount of liabilities, would impede any further progress toward completion of projects and generation of income and would prevent further investment by tax credit investor partners. Furthermore, the Debtors' management recognized that the cash on hand would soon be insufficient to cover certain major obligations of the Debtors that were scheduled to come due in the immediate period. Turnaround Progress During the course of the last six weeks, the new management of the Debtors has taken actions to reduce operating expenses by, inter alia, reducing the staff of the Debtors to the minimal levels needed to preserve the value of the Debtors' assets. Since the new management team has taken over operations of the Debtors, the process of planning, competitive bidding from vendors for high-cost components, and other methods for streamlining the build process have been instituted. Operating costs have been reduced by adjusting employee levels to fit current needs for a $950,000 annual savings and terminating vehicle leases for an annual savings of $47,000. New management, with the assistance of a dedicated core team, has identified other ways to reduce liabilities and cost, and bring in additional income through the sale of inventory, the sale of 2014 NY renewable energy credits estimated at $155,000 and several other means. The Debtors have historically been a sought-after strategic partner for solar panel manufacturers and believes that strategic or financial partners will be the key to the companies' future. Most recently, the Debtors have hired JC Jones to review operations, and analyze opportunities for new business partners, and assist in formulating plans for the future, to enable the Debtors to continue their ongoing efforts to preserve and maximize the value of their assets in the chapter 11 cases. JC Jones has extensive experience in improving operations of construction companies, and is very familiar with tax credit investments. Because of the obligations and the Debtors' current inability to pay them as they become due, the Debtors' management has concluded that the value of the Debtors' assets will be maximized by seeking Chapter 11 bankruptcy protection and the other relief. First Day Motions The Debtors on the Petition Date filed motions to: -- authorize the joint administration of their Ch. 11 cases; -- pay employee wages and benefits; -- pay prepetition taxes and regulatory fees; -- use cash collateral; -- maintain their existing bank accounts; -- honor insurance premium financing agreements; and -- pay claims of critical vendors. About New York Light Energy Founded in 2009 and based in Latham, New York, New York Light Energy, LLC, designs and installs medium-scale solar arrays in New York State and Massachusetts. The Company has installed solar arrays on more than 180 industrial, commercial, municipal, and residential sites, with a total of over 15 megawatts of capacity to date. NYLE and its affiliates commenced Chapter 11 bankruptcy cases (Bankr. N.D.N.Y. Lead Case No. 15-11121) in Albany, New York, on May 27, 2015. The deadline for filing claims by governmental entities is Nov. 23, 2015. The Debtors tapped Bond, Schoeneck & King, PLLC, as counsel. NYLE disclosed $17.7 million in assets and $13.2 million in liabilities in its schedules. NEWSAT LIMITED: Forfeits Rights to Lockheed Martin Satellite ------------------------------------------------------------ Bill Rochelle, a bankruptcy columnist for Bloomberg News, reports that the U.S. Bankruptcy Court for the District of Delaware signed an order deeming NewSat Ltd.'s $266.7 million satellite construction contract with Lockheed Martin Corp. terminated as of May 18, provided that the administrators will have no personal liability for work Lockheed performed after the bankruptcy filings. According to the report, absent those contracts and successful debt-restructuring efforts in Australia, NewSat administrators previously said the satellite project would fail. About NewSat NewSat Limited was founded in 1987 as a multimedia business and gradually evolved into a satellite communications company. NewSat is now Australia's largest pure-play satellite communications company, with teleports and satellites delivering internet, voice, data and video communications coverage to 75% of the globe, including Australia, Asia, the Middle East, Africa, Europe and the United States. NewSat's Jabiru-2, which was launched in September 2014, delivers "Ku-Band" capacity across Australia, Timor Leste, Papua New Guinea and the Solomon Islands, and provides connectivity to the resources, commercial mobility, media, telecommunications and government sectors. NewSat's own commercial satellite named Jabiru-1 is currently being built and is targeted for launch in 2015 to 2016. Jabiru-1 will be Australia's first commercial "Ka- band" satellite and is expected to deliver 7.6 GHz of new capacity in the covered regions.17 As a result of certain defaults, cost overruns on the Jabiru-1 satellite project, and management issues, lenders halted funding to NewSat. Citicorp International, as trustee for lenders, on April 16, 2015, placed NewSat into administration in Australia. It appointed Stephen James Parbery and Marcus William Ayres, of PPB Advisory in Sydney, Australia, as administrators. Citi also appointed Jason Preston and Matthew Wayne Caddy of McGrathNicol as receivers. On April 16, 2015, the Administrators filed Chapter 15 bankruptcy petitions for NewSat and affiliates NSN Holdings Pty Ltd., NewSat Services Pty Ltd., Jabiru Satellite Holdings Pty Ltd., NewSat Space Resources Pty Ltd., NewSat Networks Pty Ltd., and Jabiru Satellite Ltd. (Bankr. D. Del. Lead Case No. 15-10810) to stop actions by creditors in the U.S. The U.S. cases are assigned to Judge Kevin J. Carey. Young, Conaway, Stargatt & Taylor and Allen & Overy LLP serve as counsel. NewSat listed $500 million to $1 billion in assets and $100 million to $500 million in debt in its Chapter 15 petition. NORCRAFT COMPANIES: Moody's Withdraws 'B2' Corporate Family Rating ------------------------------------------------------------------ Moody's Investors Service withdrew all the ratings assigned to Norcraft Companies, L.P., since it was acquired by Fortune Brands Home and Security, Inc. on May 12, 2015. Norcraft's senior secured term loan due 2020 was fully repaid, resulting in no outstanding debt. Ratings Withdrawn: -- Corporate Family Rating, B2; -- Probability of Default Rating, B2-PD; and -- Speculative Grade Liquidity Rating, SGL-2. Moody's has withdrawn the ratings due to the obligation being redeemed. Norcraft Companies, L.P. is a domestic manufacturer and assembler of finished kitchen and bathroom cabinetry. The company sells to dealers, contractors, builders, home centers and wholesalers who then sell to end users in the repair and remodeling and new home construction markets. NORTEL NETWORKS: Says U.S. Creditors Shafted in $7B Allocation Plan ------------------------------------------------------------------- Law360 reported that Nortel Networks Inc. urged a Delaware bankruptcy judge to reconsider the methodology he used to divvy up the $7.3 billion generated through the defunct telecommunication firm's liquidation, suggesting the split gives Nortel's U.S. creditors a raw deal. According to Law360, Nortel said U.S. Bankruptcy Judge Kevin Gross' use of a pro rata allocation among Nortel's Canadian unit, U.S. arm and European units leaves general unsecured creditors with the lowest recoveries. Nortel was joined by the debtors' official committee of unsecured creditors in seeking review of the long-awaited decision, Law360 said. Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that the U.S. judge wrote an opinion barring late-filed claims, including claims filed by an ad hoc group of some 170 employees of Canadian Nortel companies more than three years after the September 2009 deadline for submitting claims against the U.S. companies. Although only $18 million is involved, U.S. Bankruptcy Judge Kevin Gross in Delaware said in his May 21 opinion that permitting late claims "would do great violence to the U.S. debtors' ability to efficiently bring the U.S. proceedings to their end," the Bloomberg report related. Had he allowed the workers' late claims, Judge Gross said it would mean permitting late claims by "any potential claimant who would state that they felt confused or misled" by the notice in 2009 requiring claims on the U.S. side of the bankruptcy, the Bloomberg report cited. About Nortel Networks Headquartered in Ontario, Canada, Nortel Networks Corporation and its various affiliated entities provided next-generation technologies, for both service provider and enterprise networks, support multimedia and business-critical applications. Nortel did Networks Limited was the principal direct operating subsidiary of Nortel Networks Corporation. On Jan. 14, 2009, Nortel Networks Inc.'s ultimate corporate parent Nortel Networks Corporation, NNI's direct corporate parent Nortel Networks Limited and certain of their Canadian affiliates commenced a proceeding with the Ontario Superior Court of Justice under the Companies' Creditors Arrangement Act (Canada) seeking relief from their creditors. Ernst & Young was appointed to serve as monitor and foreign representative of the Canadian Nortel Group. That same day, the Monitor sought recognition of the CCAA Proceedings in U.S. Bankruptcy Court (Bankr. D. Del. Case No. 09-10164) under Chapter 15 of the U.S. Bankruptcy Code. That same day, NNI and certain of its affiliated U.S. entities filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 09-10138). In addition, the High Court of England and Wales placed 19 of NNI's European affiliates into administration under the control of individuals from Ernst & Young LLP. Other Nortel affiliates have commenced and in the future may commence additional creditor protection, insolvency and dissolution proceedings around the world. On May 28, 2009, at the request of administrators, the Commercial Court of Versailles, France, ordered the commencement of secondary proceedings in respect of Nortel Networks S.A. On June 8, 2009, Nortel Networks UK Limited filed petitions in U.S. Bankruptcy Court for recognition of the English Proceedings as foreign main proceedings under Chapter 15. U.S. Bankruptcy Judge Kevin Gross presides over the Chapter 11 and 15 cases. Mary Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as Chapter 15 petitioner's counsel. In the Chapter 11 case, James L. Bromley, Esq., and Howard S. Zelbo, Esq., at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serve as the U.S. Debtors' general bankruptcy counsel; Derek C. Abbott, Esq., at Morris Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware counsel. The Chapter 11 Debtors' other professionals are Lazard Freres & Co. LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims and notice agent. The U.S. Trustee appointed an Official Committee of Unsecured Creditors in respect of the U.S. Debtors. An ad hoc group of bondholders also was organized. An Official Committee of Retired Employees and the Official Committee of Long-Term Disability Participants tapped Alvarez & Marsal Healthcare Industry Group as financial advisor. The Retiree Committee is represented by McCarter & English LLP as Delaware counsel, and Togut Segal & Segal serves as the Retiree Committee. The Committee retained Alvarez & Marsal Healthcare Industry Group as financial advisor, and Kurtzman Carson Consultants LLC as its communications agent. Several entities, particularly, Nortel Government Solutions Incorporated and Nortel Networks (CALA) Inc., have material operations and are not part of the bankruptcy proceedings. As of Sept. 30, 2008, Nortel Networks Corp. reported consolidated assets of $11.6 billion and consolidated liabilities of $11.8 billion. The Nortel Companies' U.S. businesses are primarily conducted through Nortel Networks Inc., which is the parent of majority of the U.S. Nortel Companies. As of Sept. 30, 2008, NNI had assets of about $9 billion and liabilities of $3.2 billion, which do not include NNI's guarantee of some or all of the Nortel Companies' about $4.2 billion of unsecured public debt. Since the commencement of the various insolvency proceedings, Nortel has sold its business units and other assets to various purchasers. Nortel has collected roughly $9 billion for distribution to creditors. Of the total, $4.5 billion came from the sale of Nortel's patent portfolio to Rockstar Bidco, a consortium consisting of Apple Inc., EMC Corporation, Telefonaktiebolaget LM Ericsson, Microsoft Corp., Research In Motion Limited, and Sony Corporation. The consortium defeated a $900 million stalking horse bid by Google Inc. at an auction. The deal closed in July 2011. Nortel has filed a proposed plan of liquidation in the U.S. Bankruptcy Court. The Plan generally provides for full payment on secured claims with other distributions going in accordance with the priorities in bankruptcy law. The trial on how to divide proceeds among creditors in the U.S., Canada, and Europe commenced on Sept. 22, 2014. The question of how to divide $7.3 billion raised in the international bankruptcy of Nortel Networks Corp. was answered on May 12, 2015, by two judges, one in the U.S. and one in Canada. According to The Wall Street Journal, Justice Frank Newbould of the Ontario Superior Court of Justice in Toronto and Judge Kevin Gross of the U.S. Bankruptcy Court in Wilmington, Del., agreed on the outcome: a modified pro rata split of the money. NUVERRA ENVIRONMENTAL: S&P Affirms 'B-' CCR, Outlook Stable ----------------------------------------------------------- Standard & Poor's Ratings Services affirmed its 'B-' corporate credit rating on Nuverra Environmental Solutions Inc. The outlook is stable. At the same time, S&P lowered its issue-level rating on the company's $400 million senior unsecured notes by one notch to 'B-' (the same as the corporate credit rating) from 'B' and revised S&P's recovery rating on the debt to '3' from '2'. The '3' recovery rating on the company's unsecured notes indicates S&P's expectation of meaningful (50% to 70%, lower half of the range) recovery in the event of default. The affirmation of the corporate credit rating and stable outlook incorporate S&P's view that the company's liquidity is likely to remain "adequate," as defined by S&P's criteria, in 2015 following the repayment of debt outstanding under its ABL. S&P views the maintenance of "adequate" liquidity as the key consideration at this rating. The lower recovery expectation reflects S&P's reduced estimate of the company's enterprise value upon emergence from a default. Given the divestiture of TFI along with a revision in estimated profitability during periods of weak activity in a deteriorating oil and gas price market, S&P now believes Nuverra's enterprise value upon emergence may be lower than previously contemplated. This is partly offset by a lower estimated amount of ABL outstanding at default than S&P assessed in its previous analysis, because the company recently downsized its ABL by $50 million to $195 million in conjunction with the TFI divestiture. "Our stable outlook on Nuverra reflects our assumption that despite the slowdown of activity in the energy sector, the company's profitability and cash flow generation will allow for the company's liquidity to remain 'adequate,' as defined by our criteria, which we view as being the key consideration at this rating," said Standard & Poor's credit analyst James T Siahaan. S&P could lower the ratings if the downside risks to its forecast materialize--such as protracted weakness in economic trends, environmental regulations that curtail drilling activity and investments, and other operating problems--which could cause the company's earnings to diminish to the point that debt leverage becomes unsustainable and liquidity becomes constrained. If the company's availability under its credit facility falls below 12.5% of the total size of the facility, this could initiate a covenant testing period, and could also prompt S&P to lower the ratings if liquidity is not restored in a timely fashion. While unlikely during the next year, S&P could raise the ratings if the company reduces debt and improves its operating profile such that its debt to EBITDA ratio is consistently near the lower end of the 5x to 6x range and the headroom under its springing fixed-charge coverage ratio widens. Stronger credit ratios would provide cushion against future volatility and could allow S&P to re-assess its ratings. S&P would also need to be assured that the volatility in Nuverra's earnings and cash flows eases to a lower degree than S&P currently expects. An upgrade would also be contingent upon the company maintaining "adequate" liquidity, with sources of cash sufficient to cover uses by at least 1.2x over the following 12 months. ONE LCR: Case Summary & 13 Largest Unsecured Creditors ------------------------------------------------------ Debtor: One LCR, LLC fka JoelRoy Higgins LLC 2008 NW Military Highway San Antonio, TX 78213 Case No.: 15-51280 Chapter 11 Petition Date: May 27, 2015 Court: United States Bankruptcy Court Western District of Texas (San Antonio) Judge: Hon. Craig A. Gargotta Debtor's Counsel: Randall A. Pulman, Esq. PULMAN, CAPPUCCIO, PULLEN, BENSON & JONES, LLP 2161 NW Military Hwy, Suite 400 San Antonio, TX 78213 Tel: (210) 222-9494 Fax: (210) 892-1610 Email: rpulman@pulmanlaw.com - and - Thomas Rice, Esq. PULMAN, CAPPUCCIO, PULLEN, BENSON & JONES, LLP 2161 N.W. Military Highway, Suite 400 San Antonio, TX 78213 Tel: (210) 222-9494 Fax: (210) 892-1610 Email: trice@pulmanlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Lila Rosin, manager. A list of the Debtor's 13 largest unsecured creditors is available for free at http://bankrupt.com/misc/txwb15-51280.pdf OPTIM ENERGY: Blackstone Questions "Deemed Acceptance" in DS Order ------------------------------------------------------------------ Walnut Creek Mining Company, an affiliate of The Blackstone Group, L.P., submitted a statement saying that the U.S. Bankruptcy Court for the District of Delaware should revise or correct its order approving disclosure statement explaining Optim Energy, LLC, et al.'s Chapter 11 plan should be revised or corrected. According to Walnut/Blackstone, the Disclosure Statement Order inadvertently included a provision that was reserved for adjudication in connection with confirmation. More specifically, included in the Solicitation Procedures is a provision that states "if a Class of Claims is eligible to vote and no holder of Claims eligible to vote in such Class vote to accept or reject the Plan, the Plan, shall be deemed accepted by the Holders of such Claims in such Class." Paragraph 5 of the Disclosure Statement Order approves the Solicitation Procedures "in their entirety." Pointing to correspondence with attorneys of the parties, Blackstone says both the Debtors and Cascade Investment, L.L.C., have acknowledged that this issue is reserved for confirmation notwithstanding the provision included in the Disclosure Statement Order. The Debtors, however, have refused to submit a corrected version of the order, Blackstone tells the Court. The Reorganizing Debtors, however, submit that the Court should disregard the Statement and should not modify the Disclosure Statement Order or the solicitation materials attached thereto. "The Disputed Language Blackstone complains about has been included in every version of the disclosure statement and proposed order since March 18, 2015. Blackstone had two months to object and did nothing. And when it finally chose to act, it did not follow the procedures regarding amended or reconsidering orders as established by the applicable rules," Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP, argues. Prepetition secured parties Cascade Investment and ECJV Holdings, LLC Court's order approving the Third Amended Disclosure Statement is correct as entered and Blackstone's statement should be disregarded as procedurally improper and substantively wrong. The Prepetition Secured Parties agree that the Disclosure Statement Order, which only approves the solicitation procedures, does not finally determine whether the "deemed acceptance", if relevant, would be sufficient to satisfy the requirements of section 1129(a)(10) for purposes of confirmation. They further agree that this issue is reserved for confirmation. With this acknowledgement and with a similar acknowledgement from the Reorganizing Debtors, the Prepetition Secured Parties do not understand how Blackstone is prejudiced by the entered Order or the exhibits attached thereto. "It is also worth noting that the "deemed acceptance" issue may never arise if all classes have at least one eligible holder that votes to accept the plan. To the extent it does become relevant at confirmation, changing the disclosure could potentially be prejudicial to the Reorganizing Debtors' position on the issue since prominent notice of the "deemed acceptance" has been found by courts to be important in their decision to find that such a provision satisfies Section 1129(a)(10). See In re Adelphia Communs. Corp., 368 B.R. 140, 260 (Bankr. S.D.N.Y. 2007) (noting that the "presumption was explicit and well advertised"); In re Tribune Co., 464 B.R. 126, 184 (Bankr. D. Del. 2011) (discussing Adelphia and quoting this language). Against this backdrop, the Disclosure Statement Order and the solicitation materials are intended by the Reorganizing Debtors to satisfy the requisites for the "deemed acceptance" position that the Reorganizing Debtors intend to take (to the extent necessary) at confirmation. In the meantime, the only practical outcome of the language being in the order is to encourage eligible creditors to vote," counsel to the Prepetition Secured Parties, Margaret Whiteman Greecher, Esq., at Young Conaway Stargatt & Taylor LLP, tells the Court. The Chapter 11 Plan As reported in the TCR on May 22, 2015, Judge Brendan L. Shannon on May 19, 2015, entered an order approving the disclosure statement explaining Optim Energy, LLC, et al.'s joint Chapter 11 plan of reorganization and scheduling the confirmation hearing for June 24, 2015, at 10:00 a.m. (prevailing Eastern time). Under the Third Amended Plan, holders of Allowed General Unsecured Claims are now being offered Cash equal to 75% of their Allowed Claims if the Class of Claims accepts the applicable Subplan, and an additional 20% in Cash for any holders that do not opt out of the release contained in Section 10.03 of the Third Amended Plan. The potential for 25% impairment cannot be characterized as artificial. There are approximately 60 to 70 holders of General Unsecured Claims against Altura Cogen (totaling approximately $800,000 to $900,000) and two holders of General Unsecured Claims against Cedar Bayou (totaling approximately $400,000 to $500,000). Each Estate has non-insider creditor classes. A full-text copy of the Third Amended Plan dated May 19, 2015, is available at http://bankrupt.com/misc/OPTIMds0519.pdf About Optim Energy Optim Energy, LLC, and its affiliates are power plant owners principally engaged in the production of energy in Texas's deregulated energy market. Optim owns and operates three power plants in eastern Texas: the Twin Oaks plant in Robertson County, Texas, the Altura Cogen plant in Harris County, Texas and the Cedar Bayou plant in Chambers County, Texas. The Altura and Cedar Bayou plants are fueled by natural gas, and the third is coal-fired. Optim Energy and its affiliates sought Chapter 11 protection from creditors (Bankr. D. Del. Lead Case No. 14-10262) on Feb. 12, 2014. The Debtors have tapped Bracewell & Giuliani LLP and Morris, Nichols, Arsht & Tunnell LLP as attorneys; Protiviti Inc. as restructuring advisors; and Prime Clerk LLC as claims agent. Optim Energy, LLC scheduled $6.95 million in assets and $717 million in liabilities. Optim Energy Cedar Bayou 4, LLC, disclosed $184 million in assets and $718 million in liabilities as of the Chapter 11 filing. The Debtors have $713 million of outstanding principal indebtedness. The U.S. Trustee for Region 3 was unable to appoint an official committee of unsecured creditors in the Debtors' cases. Walnut Creek is represented by: Michael W. Yurkewicz, Esq. KLEHR HARRISISON HARVEY BRANZBURG LLP 919 Market Street, Suite 1000 Wilmington, DE 19801 Tel: (302) 426-1189 Fax: (302) 426-9193 - and - Paul M. Basta, P.C., Esq. Joshua A. Sussberg, P.C., Esq. Matthew Kapitanyan, Esq. KIRKLAND & ELLIS LLP 601 Lexington Avenue New York, NY 10020 Tel: (212) 446-4800 Fax: (212) 446-4900 - and - James A. Stempel, Esq. KIRKLAND & ELLIS LLP 300 North LaSalle Chicago, IL 60654 Tel: (312) 862-2000 Fax: (312) 862-2200 Cascade Investment, L.L.C. and ECJV Holdings are represented by: YOUNG CONAWAY STARGATT & TAYLOR LLP Margaret Whiteman Greecher, Esq. Pauline K. Morgan, Esq. Patrick A. Jackson, Esq. Rodney Square 1000 North King Street Wilmington, DE 19801 Tel: (302) 571-6600 Fax: (302) 571-1253 E-mail: pmorgan@ycst.com mgreecher@ycst.com pjackson@ycst.com bankfilings@ycst.com - and - Lindsee P. Granfield, Esq. Jane VanLare, Esq. CLEARY GOTTLIEB STEEN & HAMILTON LLP One Liberty Plaza New York, NY 10006 Tel: (212) 225-2000 Fax: (212) 225-3999 E-mail: lgranfield@cgsh.com jvanlare@cgsh.com The Debtors' attorneys can be reahed at: MORRIS, NICHOLS, ARSHT & TUNNELL LLP Robert J. Dehney, Esq. Eric D. Schwartz, Esq. Erin R. Fay, Esq. 1201 North Market Street, 16th Floor P.O. Box 1347 Wilmington, DE 19899 Tel: (302) 658-9200 Fax: (302) 658-3989 E-mail: rdehney@mnat.com eschwartz@mnat.com efay@mnat.com ORANGE LAKE CONSTRUCTION: Case Summary & 3 Top Unsec. Creditors --------------------------------------------------------------- Debtor: Orange Lake Construction Corp. 501 Gardnertown Road Newburgh, NY 12550 Case No.: 15-35966 Nature of Business: Sale/installation of steel buildings Chapter 11 Petition Date: May 28, 2015 Court: United States Bankruptcy Court Southern District of New York (Poughkeepsie) Judge: Hon. Cecelia G. Morris Debtor's Counsel: Thomas Genova, Esq. GENOVA & MALIN, ATTORNEYS Hampton Business Center 1136 Route 9 Wappingers Falls, NY 12590-4332 Tel: (845) 298-1600 Fax: (845) 298-1265 Email: genmallaw@optonline.net Total Assets: $1.3 million Total Liabilities: $226,159 The petition was signed by Joseph Ruggiero, Sr., president. A list of the Debtor's three largest unsecured creditors is available for free at http://bankrupt.com/misc/nysb15-35966.pdf PATRIOT COAL: Can File Schedules and Statements Until June 26 ------------------------------------------------------------- The Hon. Keith L. Phillips of the U.S. Bankruptcy Court for the Eastern District of Virginia extended the deadline to June 26, 2015, within which Patriot Coal Corp. and its subsidiaries can file their schedules of assets and liabilities, schedules of current income and expenditures, schedules of executory contracts and unexpired leases, and statements of financial affairs. As reported in the Troubled Company Reporter on May 14, 2015, prior to the filing of the Chapter 11 cases, the Debtors focused on preparing for the chapter 11 filing, preparing the business to transition into chapter 11, and negotiating with the Debtors' significant creditor constituencies. Such efforts made it difficult for the Debtors to prepare the Schedules and Statements. Although the Debtors have commenced the process that will enable them to prepare and finalize what will be voluminous Schedules and Statements, the Debtors anticipate that they will require at least 45 days after the Petition Date to complete the Schedules and Statements. About Patriot Coal Patriot Coal Corporation is a producer and marketer of coal in the United States. Patriot and its subsidiaries control 1.4 billion tons of proven and probable coal reserves -- including owned and leased assets in the Central Appalachia basin (in West Virginia and Ohio) and Southern Illinois basin (in Kentucky and Illinois) - and their operations consist of eight active mining complexes in West Virginia. Patriot Coal first sought Chapter 11 protection on July 9, 2012, and, on Dec. 18, 2013, won approval of its bankruptcy-exit plan from the U.S. Bankruptcy Court for the Eastern District of Missouri. The plan turned over most of the ownership of the company to bondholders that include New York hedge fund Knighthead Capital Management LLC. The linchpins of the plan were a global settlement among the Debtors, the United Mine Workers of America, and two third parties -- Peabody Energy Corporation and Arch Coal, Inc. -- and a commitment by a consortium of creditors, led by Knighthead, to backstop two rights offerings that funded the plan. Patriot Coal Corporation and its subsidiaries commenced new Chapter 11 cases (Bankr. E.D. Va. Lead Case No. 15-32450) in Richmond, Virginia, on May 12, 2015. The cases are assigned to Judge Keith L. Phillips. The Debtors tapped Kirkland & Ellis LLP as counsel; Kutak Rock L.L.P., as co-counsel; Centerview Partners LLC as investment bankers; Alvarez & Marsal North America, LLC, as restructuring advisors; and Prime Clerk LLC, as claims and administrative agent. The U.S. trustee overseeing the Chapter 11 case of Patriot Coal Corp. appointed seven creditors of the company to serve on the official committee of unsecured creditors. Patriot Coal estimated more than $1 billion in assets and debt. PERVASIP CORP: Rosenberg Rich Expresses Going Concern Doubt ----------------------------------------------------------- Pervasip Corp. reported a net loss of $459,000 on $491,000 of revenue in fiscal year ended Nov. 30, 2014, compared with net income of $444,000 on $915,000 of revenue in the prior year. The Company's balance sheet at Nov. 30, 2014, showed $1.05 million in total assets, $10.5 million in total liabilities and a stockholders' deficit of $9.40 million. Rosenberg, Rich, Baker, Berman & Company expressed substantial doubt about the Company's ability to continue as a going concern, citing that the Company has sustained recurring substantial losses from its continuing operations, and has negative working capital and a significant stockholders' deficit as of Nov. 30, 2014. In addition, the Company is unable to meet its obligations as they become due and sustain its operations. A copy of the Form 10-K filed with the U.S. Securities and Exchange Commission is available at: http://is.gd/CYfh3x About Pervasip Corp. Based in White Plains, New York, Pervasip Corp. (OTCBB:PVSP) fka eLEC Communications Corp. -- http://www.voxcorp.net/and http://www.pervasip.com/-- provides an integrated suite of IP- based communications services and offers wholesale broadband voice, origination and termination services, well as enhanced digital telephone service to the small business and residential marketplace. PREGIS HOLDING: S&P Affirms 'B' CCR, Outlook Stable --------------------------------------------------- Standard & Poor's Ratings Services affirmed its 'B' corporate credit rating and all other ratings on Deerfield, Ill.-based Pregis Holding I Corp. The outlook is stable. The '3' and '6' recovery ratings on the company's first-lien credit facilities and second-lien notes are unchanged. Pro forma for the proposed $57 million upsize to the first-lien term loan, the first-lien facilities consist of a $50 million revolving credit facility and a $284 million first-lien term loan. The '3' recovery rating indicates S&P's expectation of a meaningful (50% to 70%; lower half of rating) recovery in the event of a default. Pregis intends to use the proceeds to reduce the amount of second-lien notes by $35 million and to fund an acquisition that could aid vertical integration. Pro forma for the proposed transaction, the second-lien notes will continue to have a '6' recovery rating, indicating our expectation of a negligible (0% to 10%) recovery in the event of a default. "We base the stable outlook on our expectation that the company will continue to improve its results, generate reasonable free cash flow, and maintain 'adequate' liquidity, as defined in our criteria," said Standard & Poor's credit analyst James Siahaan. "Based on our view of volume growth, rational industry pricing, and effective cost management, we believe Pregis' adjusted debt to EBITDA ratio will be roughly 6x and improving, consistent with the current ratings," he added. S&P affirmed its ratings, including its 'B' corporate credit rating, on Pregis. While the company's debt leverage will increase following the proposed transaction to upsize its first-lien term loan, S&P believes the company's operating and financial performance in 2015 will still allow for "adequate" liquidity, as defined by S&P's criteria, and to result in an adjusted debt to EBITDA ratio that does not significantly deviate from the roughly 6x S&P expects at the current ratings. The company plans to use the $57 million of proceeds from the addition to the first-lien term loan along with almost $6 million of existing cash to repay roughly $35 million of second-lien notes, saving roughly $1.4 million of interest expense. S&P assesses the company's business risk profile as "weak," financial risk profile as "highly leveraged," and liquidity as "adequate," as defined by S&P's criteria. S&P could lower the ratings if the company's liquidity position deteriorates or if earnings and cash flow decline unexpectedly because of weaker demand for its products. S&P could also lower the ratings if financial policy decisions weaken its financial profile or cause financial metrics to deviate from S&P's expectations. Based on S&P's downside scenario forecasts, it could lower the ratings if EBITDA margins weaken by 210 basis points from expectations. This would drive adjusted debt to EBITDA to over 7x. Because of the highly leveraged financial profile and aggressive financial policies, an upgrade is highly unlikely. Future financial policies would need to support a consistently improved financial profile for consideration of an upgrade. In addition, the company will also need to consistently maintain its adjusted debt to EBITDA in the range of 4x to 4.5x. PTC SEAMLESS: Taps Candlewood as Investment Banker -------------------------------------------------- PTC Seamless Tube Corp. filed papers with the bankruptcy court on its bid to employ Candlewood Partners, LLC, as investment banker and financial advisor, nunc pro tunc as of the Petition Date. The Debtor selected Candlewood because, among other things, Candlewood has considerable experience providing investment banking and financial advisory services. Further, Candlewood performed work for the Debtor prior to the Petition Date, and is familiar with the Debtor's assets and its value to potential third party purchasers. Candlewood will: a. familiarize itself, to the extent Candlewood deems appropriate and feasible, with the Debtor's business, operations, properties, financial condition, and prospects; b. assist the Debtor in structuring and negotiating sufficient financing to support the completion of its current projects and operations; c. at the Debtor's direction, execute a strategic plan to market and sell the Debtor's assets, in one or more transactions, pursuant to Section 363 of the Bankruptcy Code; d. assist the Debtor in preparing presentations, discussions, and due diligence materials relating to the sale; e. assist the Debtor in the preparation of a confidential information package describing the Debtor and in the preparation and negotiations of any confidentiality agreements to be entered into by third parties potentially interested in entering into the sale, all of which will be subject to approval by the Debtor; f. advise on capital structure issues; g. at the Debtor's request, make presentations to the Debtor's senior management and/or board of directors on the status of any negotiations or discussions regarding the same; and h. provide such other financial advisory and investment banking services as are customary for similar transactions and as may be mutually agreed upon by the Debtor and Candlewood, including but not limited to appearing in court to testify with respect to the services rendered by Candlewood if and when requested by the Debtor. Candlewood will be paid postpetition pursuant to the terms of the Engagement Agreement as follows: a. a Monthly non-refundable Work Fee of $50,000; b. if the Debtor completes, or enters into a definitive agreement to complete, a Sale with any party during the Term of the Engagement Agreement or with a Covered Party within 12 months following the termination of the Engagement Agreement pursuant to paragraph 7 of the Engagement Agreement, the Debtor shall pay Candlewood a fee (the "Sale Fee"), which will be calculated as follows: (a) $250,000, plus (b) 3.5% of the total Consideration, provided, however, that if the Debtor completes a Sale in whole or in part to Black Diamond Capital Management, L.L.C., or any direct or indirect affiliate, the Sale Fee will include only the payment of $250,000 and not the additional 3.5% of the total Consideration; and c. if the Company completes, or enters into definitive agreements to complete, a Financing with any Covered Party during the term of the Engagement Agreement or with any Covered Party within 12 months following the termination of the Engagement Agreement pursuant to section 7 of the Engagement Agreement, the Debtor will pay Candlewood a transaction fee, in US Dollars (the "Transaction Fee"), equal to 3.5% of the committed purchase price of the securities included in the Financing, provided, however, that Candlewood will not earn a Sale Fee or Transaction Fee in connection with any financing replacing some or all of the financing provided under the Credit Agreement dated as of December 19, 2012, by and between the Borrowers and Wells Fargo Bank, National Association, as an Agent and Lender thereunder. Prior to the Petition Date, Candlewood received $50,000 from the Debtor. Candlewood also will be reimbursed for reasonable out-of-pocket expenses incurred in connection with this engagement, such as travel, lodging, duplicating, research, messenger, and telephone charges, which amount shall not exceed $15,000 without prior approval of the Debtor. The following information is provided by Candlewood in response to the request for additional information set forth in paragraph D.1 of the Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. Sec. 330 by Attorneys in Larger Chapter 11 Cases (the "U.S. Trustee Guidelines"): * Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? - Response: Yes. The Debtor and Candlewood negotiated the Sale Fee and Transaction Fee, and each fee is specific to this engagement. * Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? - Response: No. * Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed postpetition, explain the difference and the reasons for the difference. - Response: Candlewood represented the Debtor during the 12-month period prior to the Petition Date. During that period, as set forth in the Engagement Agreement, Candlewood charged the Debtor a Monthly Work Fee. * Question: Has your client approved your prospective budget and staffing plan, and, if so for what budget period? - Response: Yes. The Debtor and Candlewood negotiated the terms of the Engagement Agreement, and the Engagement Agreement will remain in effect during the Chapter 11 Case. Based upon the declaration of Glenn Pollack, the Debtor believes that Candlewood is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code. About PTC Seamless PTC Seamless Tube Corp. was created by PTC Group Holdings Corp. to enter into the seamless tube market, a new type of manufacturing for PTC. Seamless's executive and financial operations are based in Wexford, Pennsylvania. Seamless has a single plant located in Hopkinsville, Kentucky, which is under construction. PTC Group and its subsidiaries are leading manufacturers and marketers of steel tubing, tubular shapes, bar products, fabricated parts, and precision components. PTC Group was formed in 2000 by the merger of the Pittsburgh Tube Company and J.H. Roberts Industries, Inc. PTC Group has two direct subsidiaries: Seamless and PTC Alliance Corp. Seamless sought Chapter 11 bankruptcy protection (Bankr. W.D. Pa. Case No. 15-21445) in Pittsburgh, Pennsylvania, on April 26, 2015. Judge Carlota M. Bohm presides over the case. PTC Group and Alliance have not commenced Chapter 11 cases. According to the docket, the Debtor's Chapter 11 plan and disclosure statement are due Aug. 24, 2015. The deadline for governmental entities to file claims is Oct. 23, 2015. The Debtor tapped Reed Smith, LLP as counsel; Candlewood Partners, LLC as investment banker and financial advisor; and Logan & Company, Inc., as claims, noticing, and balloting agent. The Debtor disclosed $99,347,576 in total assets and $280,030,034 in liabilities in its schedules. The U.S. Trustee for Region 3 has appointed five creditors to serve on the official committee of unsecured creditors. QOL MEDS: S&P Affirms 'B' CCR Then Withdraws Rating on Merger ------------------------------------------------------------- Standard & Poor's Ratings Services affirmed its 'B' corporate credit rating on Pittsburgh-based QoL Meds LLC. The outlook is stable. S&P is subsequently withdrawing all of the ratings on QoL Meds LLC. S&P is withdrawing the 'B' corporate credit rating at the company's request following the company's merger into Genoa, a QoL Healthcare Company LLC. S&P is also withdrawing the issue-level rating after Qol Meds' debt was repaid in connection with the recapitalization of the company when Advent International took a majority ownership position. QUANTUM FUEL: Stockholders Elect 2 Directors -------------------------------------------- Quantum Fuel Systems Technologies Worldwide, Inc. held its 2015 annual meeting on May 21, 2015, at which the stockholders elected Jonathan Lundy and Dr. G. Scott Samuelsen to serve as Class II directors; (ii) ratified the appointment of Haskell & White LLP as the Company's independent auditors for the year ending Dec. 31, 2015; and (iii) approved, on an advisory basis, the compensation of the Company's named executive officers. About Quantum Fuel Lake Forest, Cal.-based Quantum Fuel Systems Technologies Worldwide, Inc. (Nasdaq: QTWW) develops and produces advanced vehicle propulsion systems, fuel storage technologies, and alternative fuel vehicles. Quantum's portfolio of technologies includes electronic and software controls, hybrid electric drive systems, natural gas and hydrogen storage and metering systems and other alternative fuel technologies and solutions that enable fuel efficient, low emission, natural gas, hybrid, plug-in hybrid electric and fuel cell vehicles. Quantum Fuel reported a net loss of $14.9 million in 2014, a net loss attributable to stockholders of $23.0 million in 2013, a net loss attributable to stockholders of $30.9 million in 2012 and a net loss attributable to common stockholders of $38.5 million in 2011. As of March 31, 2015, Quantum Fuel had $72.5 million in total assets, $41.8 million in total liabilities and $30.8 million in total stockholders' equity. REGINA FOSTER: Bankruptcy Court's Denial of Conversion Bid Upheld ----------------------------------------------------------------- District Judge John McBryde in Fort Worth, Texas, affirmed the bankruptcy court's denial of the debtor's motion for conversion in the Chapter 7 bankruptcy case of Regina Nachael Howell Foster. Foster appealed the bankruptcy court's denial of her motion to convert her Chapter 7 case to Chapter 11, challenging whether it was a proper exercise of the bankruptcy court's authority under 11 U.S.C. Section 105(a) to take any action or make any determination necessary or appropriate to prevent an abuse of process. In his April 29, 2015 memorandum opinion and order, available at http://is.gd/sKtQXyfrom Leagle.com, Judge McBryde found Foster's appeal to be without merit and affirmed the bankruptcy court's order denying the motion for conversion. He concluded that Foster failed to demonstrate that the denial of her motion for conversion was beyond the power of the bankruptcy court. The appellate case is, REGINA NACHAEL HOWELL FOSTER, Appellant, v. AREYA HOLDER, Appellee, DISTRICT COURT CASE NO. 4:14-CV-1060-A (N.D. Tex.). Regina Nachael Howell Foster, Appellant, represented by Jennifer J Clayton, Law Office of Jennifer J Clayton. Areya Holder, Appellee, represented by Michelle E Shriro -- mshriro@singerlevick.com -- Singer & Levick PC & Todd Hoodenpyle, Singer & Levick, P.C.. Regina Nachael Howell Foster, Debtor, represented by Jennifer J Clayton, Law Office of Jennifer J Clayton. About Regina Nachael Howell Foster Regina Nachael Howell Foster filed her Chapter 7 voluntary petition (Bankr. N.D. Tex. Case No. 12-43804-RFN-7) on July 2, 2012. Areya Holder was designated as the Chapter 7 Trustee. On October 28, 2014, Foster filed her motion for conversion of Chapter 7 to Chapter 11 which was objected to by the Trustee. The Hon. Russell F. Nelms oversees the bankruptcy proceedings. RESIDENTIAL FUNDING: Motion to Strike Partially Granted ------------------------------------------------------- The United States District Court for the District of Minnesota, in its April 28, 2015 Memorandum Opinion and Order: -- granted the unopposed Motion for Preliminary Approval of Class Action Settlement filed by proposed class representative Darren Scott, Jon Hotzler, Gary Backlund, and Jose Valdez; and -- partially granted and partially denied, without prejudice, Plaintiff Residential Funding Company, LLC (RFC) and ResCap Liquidating Trust's Motion to Strike, or in the alternative, for Judgment on the Pleadings as to Ten of Defendants' Affirmative Defenses. District Judge Susan Richard Nelson granted Plaintiffs' Motion to the extent that it sought to strike Defendants' unclean hands defense. Judge Nelson states that "this action does not arise in equity or invoke an equitable remedy, nor is there 'substantial injury to innocent parties.' Accordingly, as a matter of law, there is no legal basis for the assertion of an unclean hands defense.' Judge Nelson also granted Plaintiffs' motion to strike Defendants' Laches defense, stating that the statute of limitations apply as Plaintiffs assert legal claims for breach of contract and indemnification. Consequently, the defense of laches is not applicable. Judge Nelson found that Defendants' in pari delicto defense was not applicable as there was nothing about the illegal about nature of the Parties' agreements. Neither have the Plaintiffs asserted tort claims against the Defendants. The case is, Residential Funding Company, LLC v. Ark-La-Tex Financial Services, LLC, No. 13-cv-3448 (DWF/TNL) Residential Funding Company, LLC v. Academy Mortgage Corporation, No. 13-cv-3451 (SRN/BRT) Residential Funding Company, LLC v. First California Mortgage Company, No. 13-cv-3453 (SRN/JJK) Residential Funding Company, LLC v. Community West Bank, N.A., No. 13-cv-3468 (JRT/JJK) Residential Funding Company, LLC and ResCap Liquidating Trust v. Provident Funding Associates, L.P., No. 13-cv-3485 (SRN/TNL) Residential Funding Company, LLC v. E*Trade Bank, No. 13-cv-3496 (JNE/HB) Residential Funding Company, LLC v. PNC Bank, N.A., No. 13-cv-3498 (JRT/BRT) Residential Funding Company, LLC v. Branch Banking & Trust Company, No. 13-cv-3513 (PJS/BRT) Residential Funding Company, LLC v. T.J. Financial, Inc., No. 13-cv-3515 (SRN/SER) Residential Funding Company, LLC v. Universal American Mortgage Company, LLC, No. 13-cv-3519 (SRN/JSM) Residential Funding Company, LLC v. BMO Harris Bank, N.A. d/b/a M&I Bank, FSB, No. 13-cv-3523 (JNE/FLN) Residential Funding Company, LLC v. Wells Fargo Financial Retail Credit, Inc., No. 13-cv-3525 (SRN/JSM) Residential Funding Company, LLC and ResCap Liquidating Trust v. Standard Pacific Mortgage, Inc., No. 13-cv-3526 (JRT/JJK) Residential Funding Company, LLC v. iServe Residential Lending, LLC, No. 13-cv-3531 (PJS/TNL) Residential Funding Company, LLC v. CTX Mortgage Company, LLC, No. 14-cv-1710 (DSD/TNL) Residential Funding Company, LLC v. American Mortgage Network, LLC., No. 14-cv-1760 (PJS/TNL) ResCap Liquidating Trust v. Freedom Mortgage Corporation, No. 14-cv-5101 (MJD/HB) Residential Funding Company, LLC v. Homestead Funding Corp., No. 13-cv-3520 (JRT/HB), CIV. NO. 13-3451 (SRN/JJK/HB). A copy of the Judge Nelson's April 28, 2015 Memorandum Opinion and Order, is available at http://is.gd/nrZZTyfrom Leagle.com. Residential Funding Company, LLC, Plaintiff, represented by Anthony Alden -- anthonyalden@quinnemanuel.com -- Quinn Emanuel Urquhart & Sullivan, David Elsberg -- davidelsberg@quinnemanuel.com -- Quinn Emanuel Urquhart & Sullivan LLP, David L Hashmall, Felhaber Larson, Donald G Heeman, Felhaber Larson, Edward P Sheu -- esheu@bestlaw.com -- Best & Flanagan LLP, Erica P Taggart, Quinn Emanuel Urquhart & Sullivan, Gabriel F Soledad -- gabrielsoledad@quinnemanuel.com -- Quinn Emanuel Urquhart & Sullivan, Isaac Nesser -- isaacnesser@quinnemanuel.com -- Quinn Emanuel Urquhart & Sullivan, Jeffrey A Lipps, Carpenter Lipps & Leland LLP, Jennifer A L Battle, Carpenter Lipps & Leland LLP, Johanna Ong -- johannaong@quinnemanuel.com -- Quinn Emanuel Urquhart & Sullivan, LLP, Marnie E Fearon, Felhaber Larson, Matthew R Scheck -- matthewscheck@quinnemanuel.com -- Quinn Emanuel Urquhart & Sullivan, Peter E. Calamari -- petercalamari@quinnemanuel.com -- Quinn Emanuel Urquhart & Sullivan LLP, Richard R Voelbel, Felhaber Larson, Ryan A Olson, Felhaber Larson, Thomas G Garry -- tgarry@bestlaw.com -- Best & Flanagan LLP, Bradley T Smith, Felhaber Larson, Jessica J Nelson, Felhaber Larson & Daniel R Kelly, Felhaber Larson. ResCap Liquidating Trust, Plaintiff, represented by Anthony Alden, Quinn Emanuel Urquhart & Sullivan, Bradley T Smith, Felhaber Larson, David Elsberg, Quinn Emanuel Urquhart & Sullivan LLP, David L Hashmall, Felhaber Larson, Donald G Heeman, Felhaber Larson, Erica P Taggart, Quinn Emanuel Urquhart & Sullivan, Gabriel F Soledad, Quinn Emanuel Urquhart & Sullivan, Isaac Nesser, Quinn Emanuel Urquhart & Sullivan, Jeffrey A Lipps, Carpenter Lipps & Leland LLP, Jennifer A L Battle, Carpenter Lipps & Leland LLP, Johanna Ong, Quinn Emanuel Urquhart & Sullivan, LLP, Marnie E Fearon, Felhaber Larson, Matthew R Scheck, Quinn Emanuel Urquhart & Sullivan, Peter E. Calamari, Quinn Emanuel Urquhart & Sullivan LLP, Richard R Voelbel, Felhaber Larson, Ryan A Olson, Felhaber Larson, Jessica J Nelson, Felhaber Larson & Daniel R Kelly, Felhaber Larson. Academy Mortgage Corporation, Defendant, represented by David M Souders -- souders@thewbkfirm.com -- Weiner Brodsky Kider PC, Tessa K Somers -- somers@thewbkfirm.com -- Weiner Brodsky Kider PC, Anthony Gabor, Oberman Thompson & Segal LLC & James L Forman -- jforman@obermanthompson.com -- Oberman Thompson, LLC. The Mortgage Outlet, Inc., Defendant, represented by Eldon J Spencer, Jr -- espencer@losgs.com -- Leonard, O'Brien, Spencer, Gale & Sayre, Ltd & Stacey L Drentlaw -- sdrentlaw@losgs.com -- Leonard, O'Brien, Spencer, Gale & Sayre, Ltd. Ark-La-Tex Financial Services, LLC, Defendant, represented by Mark J Carpenter -- mark@carpenter-law-firm.com -- Carpenter Law Firm PLLC. Cherry Creek Mortgage Co., Inc., Defendant, represented by Eldon J Spencer, Jr, Leonard, O'Brien, Spencer, Gale & Sayre, Ltd, James M Jorissen -- jjorissen@losgs.com -- Leonard, O'Brien, Spencer, Gale & Sayre, Ltd & Stacey L Drentlaw, Leonard, O'Brien, Spencer, Gale & Sayre, Ltd. Guaranty Bank, Defendant, represented by Gregory A Bromen -- gbromen@nilanjohnson.com -- Nilan Johnson Lewis PA, Matthew S. Vignali -- mvignali@bcblaw.net -- Beck Chaet Bamberger & Polksy SC & Steven W Jelenchick -- sjelenchick@bcblaw.net -- Beck Chaet Bamberger & Polsky SC. First California Mortgage Company, Defendant, represented by Andrew Steinfeld, American Morgage Law Group, P.C., Carol R M Moss -- cmoss@hjlawfirm.com -- Hellmuth & Johnson PLLC, Edward Page Allinson, American Mortgage Law Group, P.C., Evans D Prieston, American Mortgage Law Group, P.C., J Robert Keena -- jkeena@hjlawfirm.com -- Hellmuth & Johnson PLLC, Jack V Valinoti, American Mortgage Law Group, P.C. & James W. Brody, American Mortgage Law Group. Americash, Defendant, represented by Andrew Steinfeld, American Morgage Law Group, P.C., Carol R M Moss, Hellmuth & Johnson PLLC, Edward Page Allinson, American Mortgage Law Group, P.C., Evans D Prieston, American Mortgage Law Group, P.C., J Robert Keena, Hellmuth & Johnson PLLC, Jack V Valinoti, American Mortgage Law Group, P.C. & James W. Brody, American Mortgage Law Group. Broadview Mortgage Corp., Defendant, represented by Andrew Steinfeld, American Morgage Law Group, P.C., Carol R M Moss, Hellmuth & Johnson PLLC, Edward Page Allinson, American Mortgage Law Group, P.C., Evans D Prieston, American Mortgage Law Group, P.C., J Robert Keena, Hellmuth & Johnson PLLC, Jack V Valinoti, American Mortgage Law Group, P.C. & James W. Brody, American Mortgage Law Group. Golden Empire Mortgage, Inc., Defendant, represented by Erin Sindberg Porter -- esindbergporter@greeneespel.com -- Greene Espel PLLP, Janine Wetzel Kimble -- jkimble@greeneespel.com -- Greene Espel PLLP, Jenny Gassman Pines -- jgassman-pines@greeneespel.com --, Greene Espel PLLP, Philip R. Stein -- pstein@bilzin.com -- Bilzin Sumberg Baena Price & Axelrod LLP & Shalia M Sakona -- ssakona@bilzin.com -- Bilzin Sumberg Baena Price & Axelrod LLP. Community West Bank, N.A., Defendant, represented by Christina Rieck Loukas -- cloukas@winthrop.com -- Winthrop & Weinstine, PA, Christopher A Camardello -- ccamardello@winthrop.com -- Winthrop & Weinstine, PA, Jeffrey R Ansel -- jansel@winthrop.com -- Winthrop & Weinstine, PA & Michael A Rosow -- mrosow@winthrop.com -- Winthrop & Weinstine, PA. Fremont Bank, Defendant, represented by Eldon J Spencer, Jr, Leonard, O'Brien, Spencer, Gale & Sayre, Ltd, James M Jorissen, Leonard, O'Brien, Spencer, Gale & Sayre, Ltd & Stacey L Drentlaw, Leonard, O'Brien, Spencer, Gale & Sayre, Ltd. First Equity Mortgage Bankers, Inc., Defendant, represented by Amelia R Selvig -- aselvig@anthonyostlund.com -- Anthony Ostlund Baer & Louwagie PA, Brooke D Anthony -- banthony@anthonyostlund.com -- Anthony Ostlund Baer & Louwagie PA, Joseph W Anthony -- janthony@anthonyostlund.com -- Anthony Ostlund Baer & Louwagie PA, Philip R. Stein, Bilzin Sumberg Baena Price & Axelrod LLP & Shalia M Sakona, Bilzin Sumberg Baena Price & Axelrod LLP. Colonial Savings, F.A., Defendant, represented by Daniel N Moak -- dmoak@briggs.com -- Briggs & Morgan, PA, Daniel J Supalla -- dsupalla@briggs.com -- Briggs & Morgan, PA & Mark G Schroeder -- mschroeder@briggs.com -- Briggs & Morgan, PA. First Guaranty Mortgage Corporation, Defendant, represented by Kevin J Dunlevy, Beisel & Dunlevy, PA & Michael E Kreun, Beisel & Dunlevy, PA. Central Pacific Homeloans, Inc., Defendant, represented by Andrew Steinfeld, American Morgage Law Group, P.C., Carol R M Moss, Hellmuth & Johnson PLLC, Edward Page Allinson, American Mortgage Law Group, P.C., Evans D Prieston, American Mortgage Law Group, P.C., J Robert Keena, Hellmuth & Johnson PLLC, Jack V Valinoti, American Mortgage Law Group, P.C. & James W. Brody, American Mortgage Law Group. Central Pacific Bank, Defendant, represented by Andrew Steinfeld, American Morgage Law Group, P.C., Carol R M Moss, Hellmuth & Johnson PLLC, Edward Page Allinson, American Mortgage Law Group, P.C., Evans D Prieston, American Mortgage Law Group, P.C., J Robert Keena, Hellmuth & Johnson PLLC, Jack V Valinoti, American Mortgage Law Group, P.C. & James W. Brody, American Mortgage Law Group. Central Pacific Financial Corp., Defendant, represented by Andrew Steinfeld, American Morgage Law Group, P.C., Carol R M Moss, Hellmuth & Johnson PLLC, Edward Page Allinson, American Mortgage Law Group, P.C., Evans D Prieston, American Mortgage Law Group, P.C., J Robert Keena, Hellmuth & Johnson PLLC, Jack V Valinoti, American Mortgage Law Group, P.C. & James W. Brody, American Mortgage Law Group. Provident Funding Associates, L.P., Defendant, represented by Daniel N Moak, Briggs & Morgan, PA, Daniel J Supalla, Briggs & Morgan, PA, Mark G Schroeder, Briggs & Morgan, PA & Neil R O'Hanlon, Hogan Lovells US LLP. First Mortgage Corporation, Defendant, represented by Gene A Hoff, Minenko & Hoff & Michael J Minenko, Minenko & Hoff, P.A.. Mortgage Network, Inc., Defendant, represented by Andrew Steinfeld, American Morgage Law Group, P.C., Carol R M Moss, Hellmuth & Johnson PLLC, Edward Page Allinson, American Mortgage Law Group, P.C., Evans D Prieston, American Mortgage Law Group, P.C., J Robert Keena, Hellmuth & Johnson PLLC, Jack V Valinoti, American Mortgage Law Group, P.C. & James W. Brody, American Mortgage Law Group. Mortgage Capital Associates, Inc., Defendant, represented by Amelia R Selvig, Anthony Ostlund Baer & Louwagie PA, Brooke D Anthony, Anthony Ostlund Baer & Louwagie PA, Joseph W Anthony, Anthony Ostlund Baer & Louwagie PA, Philip R. Stein, Bilzin Sumberg Baena Price & Axelrod LLP & Shalia M Sakona, Bilzin Sumberg Baena Price & Axelrod LLP. Lenox Financial Mortgage Corp., Defendant, represented by Gina L Albertson, Albertson Law & Michael D O'Neill, Martin & Squires, P.A.. E Trade Bank, Defendant, represented by Amelia R Selvig, Anthony Ostlund Baer & Louwagie PA, Brooke D Anthony, Anthony Ostlund Baer & Louwagie PA, Joseph W Anthony, Anthony Ostlund Baer & Louwagie PA, Philip R. Stein, Bilzin Sumberg Baena Price & Axelrod LLP & Shalia M Sakona, Bilzin Sumberg Baena Price & Axelrod LLP. Lake Forest Bank & Trust Company, Defendant, represented by Amelia R Selvig, Anthony Ostlund Baer & Louwagie PA, Amy Y Cho, Shook, Hardy & Bacon LLP, Brooke D Anthony, Anthony Ostlund Baer & Louwagie PA & Michael P Conway, Shook, Hardy & Bacon LLP. PNC Bank, N.A., Defendant, represented by Adam M Gogolak, Wachtell, Lipton, Rosen & Katz, Amanda Raines Lawrence, BuckleySandler LLP, Brett J Natarelli, BuckleySandler LLP, Daniel J Supalla, Briggs & Morgan, PA, David A Schooler, Briggs & Morgan, PA, Elaine P Golin, Wachtell, Lipton, Rosen & Katz, Fredrick S Levin, BuckleySandler LLP, Jonathan M Moses, Wachtell, Lipton, Rosen & Katz, Justin V Rodriguez, Wachtell, Lipton, Rosen & Katz, Mark G Schroeder, Briggs & Morgan, PA & Richard E Gottlieb, BuckleySandler LLP. Mortgage Access Corp., Defendant, represented by Andrew Steinfeld, American Morgage Law Group, P.C., Carol R M Moss, Hellmuth & Johnson PLLC, Edward Page Allinson, American Mortgage Law Group, P.C., Evans D Prieston, American Mortgage Law Group, P.C., J Robert Keena, Hellmuth & Johnson PLLC, Jack V Valinoti, American Mortgage Law Group, P.C. & James W. Brody, American Mortgage Law Group. Cornerstone Home Lending, Inc., Defendant, represented by Alan H Maclin, Briggs & Morgan, PA, Daniel J Supalla, Briggs & Morgan, PA & Mark G Schroeder, Briggs & Morgan, PA. Impac Funding Corporation, Defendant, represented by Erin Sindberg Porter, Greene Espel PLLP, Jenny Gassman-Pines, Greene Espel PLLP, Katherine M. Swenson, Greene Espel PLLP & Janine Wetzel Kimble, Greene Espel PLLP. Plaza Home Mortgage, Inc., Defendant, represented by Amelia R Selvig, Anthony Ostlund Baer & Louwagie PA, Brooke D Anthony, Anthony Ostlund Baer & Louwagie PA & Joseph W Anthony, Anthony Ostlund Baer & Louwagie PA. Hometown Mortgage Services, Inc., Defendant, represented by Andrew Steinfeld, American Morgage Law Group, P.C., Carol R M Moss, Hellmuth & Johnson PLLC, Edward Page Allinson, American Mortgage Law Group, P.C., Evans D Prieston, American Mortgage Law Group, P.C., J Robert Keena, Hellmuth & Johnson PLLC, Jack V Valinoti, American Mortgage Law Group, P.C., James W. Brody, American Mortgage Law Group & Brooke D Anthony, Anthony Ostlund Baer & Louwagie PA. Sierra Pacific Mortgage Company, Inc., Defendant, represented by Amy L Schwartz, Lapp Libra Thomson Stoebner & Pusch, Chartered, Jonathan M Jenkins, JENKINS KAYAYAN LLP, Lara Kayayan, Jenkins LLP, Navdeep Singh, Jenkins Kayayan LLP & Richard T Thomson, Lapp Libra Thomson Stoebner & Pusch, Chartered. Wallick & Volk, Inc., Defendant, represented by Andrew Steinfeld, American Morgage Law Group, P.C., Carol R M Moss, Hellmuth & Johnson PLLC, Edward Page Allinson, American Mortgage Law Group, P.C., Evans D Prieston, American Mortgage Law Group, P.C., J Robert Keena, Hellmuth & Johnson PLLC, Jack V Valinoti, American Mortgage Law Group, P.C. & James W. Brody, American Mortgage Law Group. Branch Banking & Trust Co., Defendant, represented by Jason D Evans, McGuire Woods LLP, Kelly G Laudon, Lindquist & Vennum PLLP, Mark A Jacobson, Lindquist & Vennum PLLP, T Richmond McPherson, III, McGuire Woods LLP & William C Mayberry, Mcguire Woods LLP. T.J. Financial, Inc., Defendant, represented by Erin Sindberg Porter, Greene Espel PLLP, Janine Wetzel Kimble, Greene Espel PLLP, Jenny Gassman-Pines, Greene Espel PLLP, Philip R. Stein, Bilzin Sumberg Baena Price & Axelrod LLP & Shalia M Sakona, Bilzin Sumberg Baena Price & Axelrod LLP. Stearns Lending, LLC, Defendant, represented by Alan H Maclin, Briggs & Morgan, PA, Daniel J Supalla, Briggs & Morgan, PA & Mark G Schroeder, Briggs & Morgan, PA. Terrace Mortgage Company, Defendant, represented by Aaron P M Tady, Coles Barton LLP, C J Schoenwetter, Bowman & Brooke LLP, John D Sear, Bowman & Brooke LLP, Thomas M Barton, Coles Barton LLP & Rachelle A Velgersdyk, Bowman & Brooke LLP. Gateway Bank, F.S.B., Defendant, represented by Andrew Steinfeld, American Morgage Law Group, P.C., Carol R M Moss, Hellmuth & Johnson PLLC, Edward Page Allinson, American Mortgage Law Group, P.C., Evans D Prieston, American Mortgage Law Group, P.C., J Robert Keena, Hellmuth & Johnson PLLC, Jack V Valinoti, American Mortgage Law Group, P.C. & James W. Brody, American Mortgage Law Group. Universal American Mortgage Company, LLC, Defendant, represented by Enza G Boderone, Bilzin Sumberg Baena Price & Axelrod LLP, Erin Sindberg Porter, Greene Espel PLLP, Janine Wetzel Kimble, Greene Espel PLLP, Jenny Gassman-Pines, Greene Espel PLLP, Philip R. Stein, Bilzin Sumberg Baena Price & Axelrod LLP & Shalia M Sakona, Bilzin Sumberg Baena Price & Axelrod LLP. Wells Fargo Bank, N.A., Defendant, represented by Amy L Schwartz, Lapp Libra Thomson Stoebner & Pusch, Chartered, Eric P Tuttle, Munger, Tolles & Olson LLP, Gregory D Phillips, Munger, Tolles & Olson, LLP, Marc T G Dworsky, Munger, Tolles & Olson, LLP, Michael E Soloff, Munger, Tolles & Olson LLP, Richard C St John, Munger Tolles & Olson, Richard T Thomson, Lapp Libra Thomson Stoebner & Pusch, Chartered, Thomas Jacob, Wells Fargo Law Department & Todd J Rosen, Munger Tolles & Olson LLP. BMO Harris Bank, N.A., Defendant, represented by Amanda Raines Lawrence, BuckleySandler LLP, Brett J Natarelli, BuckleySandler LLP, Daniel J Supalla, Briggs & Morgan, PA, David A Schooler, Briggs & Morgan, PA, Fredrick S Levin, BuckleySandler LLP, Kristopher Knabe, BuckleySandler LLP & Richard E Gottlieb, BuckleySandler LLP. Wells Fargo Financial Retail Credit, Inc., Defendant, represented by Eric P Tuttle, Munger, Tolles & Olson LLP, Gregory D Phillips, Munger, Tolles & Olson, LLP, Kristopher Knabe, BuckleySandler LLP, Marc T G Dworsky, Munger, Tolles & Olson, LLP, Michael E Soloff, Munger, Tolles & Olson LLP, Richard C St John, Munger Tolles & Olson, Richard T Thomson, Lapp Libra Thomson Stoebner & Pusch, Chartered, Thomas Jacob, Wells Fargo Law Department, Todd J Rosen, Munger Tolles & Olson LLP & Amy L Schwartz, Lapp Libra Thomson Stoebner & Pusch, Chartered. Standard Pacific Mortgage, Inc., Defendant, represented by Enza G Boderone, Bilzin Sumberg Baena Price & Axelrod LLP, Erin Sindberg Porter, Greene Espel PLLP, Janine Wetzel Kimble, Greene Espel PLLP, Jenny Gassman-Pines, Greene Espel PLLP, Philip R. Stein, Bilzin Sumberg Baena Price & Axelrod LLP & Shalia M Sakona, Bilzin Sumberg Baena Price & Axelrod LLP. National Bank of Kansas City, Defendant, represented by Nancy A Temple, Katten & Temple LLP, Scott N Gilbert, Katten & Temple LLP & Seth J S Leventhal, LEVENTHAL pllc. iServe Residential Lending, LLC, Defendant, represented by Erin Sindberg Porter, Greene Espel PLLP, Janine Wetzel Kimble, Greene Espel PLLP, Jeanette M. Bazis, Greene Espel PLLP, Peter L Loh, Gardere Wynne Sewell LLP & Randy D Gordon, Gardere Wynne Sewell LLP. Circle Mortgage Corp., Defendant, represented by Sharon Robin Markowitz, Stinson Leonard Street LLP, Todd A Noteboom, Stinson Leonard Street LLP, W Anders Folk, Stinson Leonard Street LLP & Brooke D Anthony, Anthony Ostlund Baer & Louwagie PA. United Fidelity Funding Corp, Defendant, represented by Michael J Steinlage, Larson King, LLP. DB Structured Products, Inc., Defendant, represented by Danielle Kantor, Simpson Thacher & Bartlett LLP, David J Woll, Simpson Thacher & Bartlett LLP, Isaac M Rethy, Simpson Thacher & Bartlett LLP, Jonathan Nussbaum, Simpson Thacher & Bartlett LLP, William A McNab, Winthrop & Weinstine, PA & William T Russell, Jr, Simpson Thacher & Bartlett LLP. MortgageIT, Inc., Defendant, represented by David J Woll, Simpson Thacher & Bartlett LLP, Isaac M Rethy, Simpson Thacher & Bartlett LLP & William A McNab, Winthrop & Weinstine, PA. CTX Mortgage Company, LLC, Defendant, represented by Benjamin E Gurstelle, Briggs & Morgan, PA & Paul J Hemming, Briggs & Morgan, PA. Pulte Homes, Inc., Defendant, represented by Benjamin E Gurstelle, Briggs & Morgan, PA & Paul J Hemming, Briggs & Morgan, PA. PulteGroup, Inc., Defendant, represented by Benjamin E Gurstelle, Briggs & Morgan, PA & Paul J Hemming, Briggs & Morgan, PA. Home Loan Center, Inc., Defendant, represented by Andrew Steinfeld, American Morgage Law Group, P.C., Carol R M Moss, Hellmuth & Johnson PLLC, Edward Page Allinson, American Mortgage Law Group, P.C., J Robert Keena, Hellmuth & Johnson PLLC, Jack V Valinoti, American Mortgage Law Group, P.C. & James W. Brody, American Mortgage Law Group. Decision One Mortgage Company, LLC, Defendant, represented by Beth A Stewart, Williams & Connolly LLP, Daniel J Millea, Zelle Hofmann Voelbel & Mason LLP, Elizabeth V Kniffen, Zelle Hofmann Voelbel & Mason LLP, Jesse T Smallwood, Williams & Connolly LLP, Matthew V Johnson, Williams & Connolly LLP, Noorudin Mahmood Ahmad, Williams & Connolly LLP & R. Hackney Wiegmann, Williams & Connolly LLP. HSBC Finance Corporation, Defendant, represented by David J Stagman, Katten Muchin Rosenman LLP, Gregory S Korman, Katten Muchin Rosenman LLP, Nicole M Moen, Fredrikson & Byron, PA, Stuart M Richter, Katten Muchin Rosenman LLP & Todd A Wind, Fredrikson & Byron, PA. E-Loan, Inc., Defendant, represented by Sharda R Kneen, Lindquist & Vennum PLLP, Terrence J Fleming, Lindquist & Vennum PLLP & Brooke D Anthony, Anthony Ostlund Baer & Louwagie PA. Rescue Mortgage, Inc., Defendant, represented by Christopher R Morris, Bassford Remele, PA, Daniel R Olson, Bassford Remele, PA, Jeffrey D. Klobucar, Bassford Remele, PA & Mark D Covin, Bassford Remele, PA. RBC Mortgage Company, Defendant, represented by Amanda Raines Lawrence, BuckleySandler LLP, Brian Wegrzyn, BuckleySandler LLP, Daniel J Supalla, Briggs & Morgan, PA, David A Schooler, Briggs & Morgan, PA & Matthew P Previn, BuckleySandler LLP. CMG Mortgage, Inc, Defendant, represented by Andrew Steinfeld, American Morgage Law Group, P.C., Carol R M Moss, Hellmuth & Johnson PLLC, Edward Page Allinson, American Mortgage Law Group, P.C., J Robert Keena, Hellmuth & Johnson PLLC, Jack V Valinoti, American Mortgage Law Group, P.C. & James W. Brody, American Mortgage Law Group. Synovus Mortgage Corp., Defendant, represented by Brent D Hitson, Burr & Forman LLP, Daniel J Supalla, Briggs & Morgan, PA, Mark G Schroeder, Briggs & Morgan, PA & Victor L Hayslip, Burr & Forman LLP. Honor Bank, Defendant, represented by Garth G Gavenda, Anastasi Jellum, PA, Lindsay W Cremona, Anastasi Jellum, P.A., Susan Jill Rice, Alward Fisher Rice Rowe & Graf, PLC & T Christopher Stewart, Anastasi Jellum, PA. Primary Capital Advisors LLC, Defendant, represented by Daniel J Supalla, Briggs & Morgan, PA, John O'Shea Sullivan, Burr & Forman LLP, Mark G Schroeder, Briggs & Morgan, PA & Tala Amirfazli, Burr & Forman LLP. PHH Mortgage Corp., Defendant, represented by David T Schultz, Maslon LLP, David M Souders, Weiner Brodsky Kider PC, Nicole E Narotzky, Maslon LLP & Tessa K Somers, Weiner Brodsky Kider PC. Global Advisory Group, Inc., Defendant, represented by Lance T Bonner, Lindquist & Vennum PLLP. Freedom Mortgage Corporation, Defendant, represented by Enza G Boderone, Bilzin Sumberg Baena Price & Axelrod LLP, Erin Sindberg Porter, Greene Espel PLLP, Janine Wetzel Kimble, Greene Espel PLLP, Jenny Gassman-Pines, Greene Espel PLLP & Philip R. Stein, Bilzin Sumberg Baena Price & Axelrod LLP. Monarch Bank, Defendant, represented by Beth A Jenson Prouty, Bassford Remele, PA. First Mariner Bank, Defendant, represented by Joel L Perrell, Jr., Miles & Stockbridge P.C., Michael E Blumenfeld, Miles &Stockbridge P.C., Nicole M Moen, Fredrikson & Byron, PA, Timothy M Hurley, Miles & Stockbridge P.C. & Todd A Wind, Fredrikson & Byron, PA. Equifirst Corporation, Defendant, represented by Jennifer L Olson, Stinson Leonard Street LLP, Joshua J Fritsch, Sullivan & Cromwell LLP & Todd A Noteboom, Stinson Leonard Street LLP. EFC Holdings Corporation, Defendant, represented by Jennifer L Olson, Stinson Leonard Street LLP, Joshua J Fritsch, Sullivan & Cromwell LLP & Todd A Noteboom, Stinson Leonard Street LLP. Sierra Pacific Mortgage Company, Inc., Counter Claimant, represented by Navdeep Singh, Jenkins Kayayan LLP. SABLE NATURAL: Posts $2.1 Million Net Loss in First Quarter ----------------------------------------------------------- Sable Natural Resources Corporation filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $2.06 million on $261,000 of total revenues for the three months ended March 31, 2015, compared to a net loss of $441,000 on $76,500 of total revenues for the same period last year. As of March 31, 2015, the Company had $18.6 million in total assets, $20.57 million in total liabilities, $3.72 million in mezzanine equity, and a $5.69 million total stockholders' deficit. "We cannot be certain that our existing sources of cash will be adequate to meet our liquidity requirements, including cash requirements that may be due under existing debt obligations as well as amounts due to our vendors in the normal course of business. For the three months ended March 31, 2015, we incurred a net loss of $2,067,355, and have an accumulated deficit totaling $25,874,853, all of which casts substantial doubt about the Company's ability to continue as a going concern. The Company's ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing from shareholders or other sources to meet its obligations and repay its liabilities arising from normal business operations when they come due. We intend to seek substantial sources of liquidity. In addition, management has implemented plans to improve liquidity through cash flows generated from development of new business initiatives within the oil & gas industry and improvements to results from existing operations. There can be no assurance that we will be successful with our plans or that our results of operations will materially improve in either the short-term or long-term and accordingly, we may be unable to meet our obligations as they become due," the Company states in the report. A full-text copy of the Form 10-Q is available for free at: http://is.gd/SXsCrk About Sable Natural Sable Natural Resources Corporation is an energy holding company with principal operations centralized in its wholly-owned subsidiary, Sable Operating Company, Inc. Sable was formerly known as NYTEX Energy Holdings, Inc. and Sable Operating was formerly known as NYTEX Petroleum Inc. Sable Operating is a development stage exploration and production company engaged in the acquisition, development, and production of liquids rich natural gas and oil reserves from low-risk, high rate-of-return wells in the Fort Worth Basin of Texas. On Dec. 31, 2014, the Company's estimated proved reserves were 669.12 MBOE, of which 100% were proved developed. Our portfolio of proved developed natural gas and oil reserves is weighted in favor of liquids rich natural gas, with the Company's proved reserves consisting of 15% oil, 38% natural gas liquids and 47% natural gas. Also, on Dec. 31, 2014, the Company's probable reserves were 565 MBOE consisting of 17% oil, 2% NGL, and 81% natural gas, and the Company's possible reserves were 1,231 MBOE consisting of 19% oil, 2% NGL, and 79% natural gas. Sable Natural reported a net loss of $4.62 million on $912,000 of total revenues for the year ended Dec. 31, 2014, compared with a net loss of $2.67 million on $930,000 of total revenues for the year ended Dec. 31, 2013. As of Dec. 31, 2014, the Company had cash and cash equivalents totaling $206,000 on hand. Whitley Penn LLP, in Dallas, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that the Company will need additional working capital to fund operations. This condition raises substantial doubt about the Company's ability to continue as a going concern. SANCHEZ ENERGY: Moody's Alters Outlook to Stable, Affirms B2 CFR ---------------------------------------------------------------- Moody's Investors Service revised Sanchez Energy Corporation's rating outlook to stable from positive and concurrently affirmed the company's B2 Corporate Family Rating, B2-PD Probability of Default Rating and B3 senior unsecured notes rating. Moody's also changed the Speculative Grade Liquidity Rating to SGL-2 from SGL-3 indicating good liquidity. "Low commodity prices and the high likelihood of an extended cyclical downturn will delay the production and reserves growth and deleveraging of Sanchez's business that were previously anticipated to support a higher rating," said Sajjad Alam, Moody's AVP-Analyst. "We expect cash margins and liquidity to decline into 2016 despite a roughly 50% year-on-year reduction in capital expenditures and the company's efforts to maintain production somewhat flat near the 45,000 boe/day level." Issuer: Sanchez Energy Corporation Ratings Affirmed: -- Corporate Family Rating, B2 -- Probability of Default Rating, B2-PD -- Senior Unsecured Rating, B3 Ratings Changed: -- Speculative Grade Liquidity Rating, Changed to SGL-2 Outlook Action -- Changed Outlook to Stable from Positive Sanchez has good liquidity, which will support the B2 CFR through mid-2016 and is reflected in the SGL-2 rating. The company plans to complete 88 net wells in 2015 spending $600-$650 million (including drilling, midstream and leasing expenditures). Oilfield services costs are still coming down, so the company could ultimately drill more wells with the same amount of budgeted capital. As of March 31, 2015, Sanchez had $345 million of balance sheet cash and full availability under its $300 million revolving credit facility, which matures on June 30, 2019. Moody's expect $350-$400 million of EBITDA in 2015 backed by the company's significant hedge book. The revolver borrowing base was set at $550 million during the 2015 spring re-determination process, so the elected commitment amount could be raised by $250 million if necessary. Sanchez replaced the previous credit facility financial covenants with more flexible ones in March 2015 that will allow greater compliance cushion through 2016. The B2 CFR reflects Sanchez's early stage and concentrated upstream operations in the Eagle Ford Shale, high leverage relative to cash flow and proved developed (PD) reserves, and acquisition driven growth strategy that heightens funding and execution risks. The rating also considers the company's significant capital spending program that is needed to maintain production, develop reserves and meet drilling commitments. The CFR is supported by Sanchez's substantial drilling inventory in one of the largest unconventional resource plays in the US, liquids-rich reserves, significant hedge position, good liquidity and improving operational performance notwithstanding its relatively short operating history. The $1.75 billion senior unsecured notes are rated B3, one notch below the B2 CFR given the superior position of the $300 million borrowing base revolving credit facility in the capital structure that has a first-priority claim to Sanchez's assets. While based on current revolver commitments the notes rating come out at B2 under Moody's Loss Given Default Methodology, Moody's believe a B3 rating is more appropriate given the expectation of future increases to the borrowing base and commitment amounts. The stable outlook reflects the expectation that Sanchez will manage its 2015 capital program with cash flow and balance sheet cash, without drawing on the revolver. Moody's could consider an upgrade if Sanchez can maintain production in excess of 40,000 boe/day with a retained cash flow to debt ratio above 25% and a debt to average daily production ratio below $35,000 per boe on a sustained basis. A material increase in leverage will likely trigger a negative rating action; more specifically, if the retained cash flow to debt ratio remains below 10% or the debt to average daily production ratio rises above $45,000 per boe, the ratings could be downgraded. Accelerated capital spending leading to weak liquidity could also prompt a downgrade. The principal methodology used in this rating was Global Independent Exploration and Production Industry published in December 2011. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Sanchez Energy Corporation is an independent oil and gas exploration and production company focused on the Eagle Ford Shale in South Texas. SCRIPT RELIEF: S&P Withdraws 'B+' Rating on $205MM Sr. Sec. Loan ---------------------------------------------------------------- Standard & Poor's Ratings Services withdrew its 'B+' issue-level rating and '3' recovery rating on Script Relief LLC's proposed $205 million senior secured term loan. The rating action follows news that Script Relief intends to delay placement of this debt until after partial owner Catamaran Corp. is acquired by UnitedHealth Group Inc. later this year. S&P's corporate credit rating on Script Relief remains 'B+' with a stable outlook. The corporate credit rating continues to reflect S&P's belief that Script Relief is narrowly focused as a provider of drug discount cards, it operates in a fragmented and competitive marketplace, and it has only a three-year operating history. Collectively, these factors support S&P's assessment of a "weak" business risk profile. S&P's ratings also reflect its expectation that Script Relief will ultimately issue the proposed term loan, and that leverage over time will average between 2x and 4x, with funds from operations to total debt in the mid- to high-20% range. This is consistent with an "intermediate" financial risk profile. At this time, the ratings do not benefit from the expectation that UnitedHealth will ultimately be the company's minority owner, in part because Script Relief will be a very small component of UnitedHealth's total business and S&P is uncertain as to the future parent's ultimate commitment to the business. RATINGS LIST Script Relief LLC Corporate Credit Rating B+/Stable/-- Rating Withdrawn To From Script Relief LLC $205 Mil. Senior Secured Term Loan NR B+ Recovery Rating NR 3H SMS PROMOTIONS: 50 Cent's Boxing Promotion Co. Files for Bankruptcy ------------------------------------------------------------------- Rapper 50 Cent placed his boxing promotion company, SMS Promotions, LLC, in bankruptcy on May 26 in U.S. Bankruptcy Court in Hartford, Connecticut. According to Melanie Cohen, writing for The Wall Street Journal, the rapper placed the company in bankruptcy to dodge a suit filed by Rick Ross's ex-girlfriend, who claimed he violated her privacy by posting a sex tape featuring her and Ross online. The Journal related that 10 minutes before the trial was set to start on May 26, Lastonia Leviston's lawyers got an email notifying them of the bankruptcy filing. SNOWFLAKE COMMUNITY: Seeks to Employ Lewis Roca as Ch. 11 Counsel ----------------------------------------------------------------- Snowflake Community Foundation seeks authority from the U.S. Bankruptcy Court for the District of Arizona to employ Lewis Roca Rothgerber LLP as attorneys. The professional services that LRR may render include: (a) giving the Foundation legal advice with respect to the powers and duties in the continued operation and management of its property; (b) to take necessary action to recover certain property and money owed to the Foundation; (c) to represent the Foundation in litigation; (d) to prepare, on behalf of the Foundation, all necessary applications, answers, complaints, orders, reports, disclosure statement, plan of reorganization, motions and other legal documents; and (e) to perform all other legal services that the Foundation deems necessary. The hourly rates for the services of the LRR attorneys and staff who may work on the case are as follows: Robert M. Charles, Jr., Esq. $510 Justin J. Henderson, Esq. $375 In addition, LRR will seek reimbursement in full for all reasonably incurred expenses. The Debtor assures 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. LRR may be reached at: Robert M. Charles, Jr., Esq. Justin J. Henderson, Esq. LEWIS ROCA ROTHGERBER LLP 201 East Washington Street Suite 1200 Phoenix, AZ 85004 Tel: 602.262.5311 Fax: 602.262.5747 Email: RCharles@LRRLaw.com JHenderson@LRRLaw.com About Snowflake Community Snowflake Community Foundation sought Chapter 11 protection (Bankr. D. Ariz. Case No. 15-bk-06264) in Phoenix on May 20, 2015. The case is assigned to Judge Madeleine C. Wanslee. The Sec. 341(a) meeting of creditors is scheduled for June 23, 2015. The Debtor tapped Rob Charles, Esq., at Lewis Roca Rothgerber LLP, in Tucson, Arizona, as counsel. SPANISH BROADCASTING: PlusTick Holds 5.7% of Class A Shares ----------------------------------------------------------- In a Schedule 13G filed with the Securities and Exchange Commission, PlusTick Management LLC and Thomas J. Hill disclosed that as of May 1, 2015, they beneficially own 236,144 shares of Class A common stock, par value $0.0001 per share, of Spanish Broadcasting System, Inc., which represents 5.7 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/hdoYsF System, Inc. -- http://www.spanishbroadcasting.com/-- owns and About Spanish Broadcasting Headquartered in Coconut Grove, Florida, Spanish Broadcasting operates 21 radio stations targeting the Hispanic audience. The Company also owns and operates Mega TV, a television operation with over-the-air, cable and satellite distribution and affiliates throughout the U.S. and Puerto Rico. Its revenue for the twelve months ended Sept. 30, 2010, was approximately $140 million. Spanish Broadcasting reported a net loss of $20.0 million on $146 million of net revenue for the year ended Dec. 31, 2014, compared with a net loss of $88.6 million on $154 million of net revenue in 2013. As of March 31, 2015, the Company had $457 million in total assets, $540 million in total liabilities and a $82.8 million total stockholders' deficit. * * * In November 2010, Moody's Investors Service upgraded the corporate family and probability of default ratings for Spanish Broadcasting System, Inc., to 'Caa1' from 'Caa3' based on improved free cash flow prospects due to better than anticipated cost cutting and the expiration of an unprofitable interest rate swap agreement. Moody's said Spanish Broadcasting's 'Caa1' corporate family rating incorporates its weak capital structure, operational pressure in the still cyclically weak economic climate, generally narrow growth prospects (though Spanish language is the strongest growth prospect) given the maturity and competitive pressures in the radio industry, and the June 2012 maturity of its term loan magnify this challenge. In July 2010, Standard & Poor's Ratings Services raised its corporate credit rating on Miami, Fla.-based Spanish Broadcasting System Inc. to 'B-' from 'CCC+', based on continued improvement in the company's liquidity position. The rating outlook is stable. "The rating action reflects S&P's expectation that, despite very high leverage, SBS will have adequate liquidity over the intermediate term to meet debt maturities, potential swap settlements, and operating needs until its term loan matures on June 11, 2012," said Standard & Poor's credit analyst Michael Altberg. SPENDSMART NETWORKS: Sells 1 Unit to Accredited Investor -------------------------------------------------------- SpendSmart Networks, Inc., closed on a private offering and issued and sold one unit to an accredited investor with each such Unit consisting of a 9% Convertible Promissory Note with the principal face value of $50,000 and a warrant to purchase 66,667 shares of the Company's common stock, according to a Form 8-K filed with the Securities and Exchange Commission. The Company also agreed to provide piggy-back registration rights to the holder of the Unit. The Note has a term of 12 months, pays interest semi-annually at 9% per annum and can be voluntarily converted by the holder into shares of common stock at an exercise price of $0.75 per share, subject to adjustments for stock dividends, splits, combinations and similar events. In addition, if the Company issues or sells common stock at a price below the conversion price then in effect, the conversion price of the Notes will be adjusted downward to that price but in no event shall the conversion price be reduced to a price less than $0.50 per share. The Warrants have an exercise price of $0.75 per share and have a term of five years. The holders of the Warrants may exercise the Warrants on a cashless basis for as long as the shares of common stock underlying the Warrants are not registered on an effective registration statement. The Company plans to use net proceeds from the sale of the Units for general working capital. The Units were offered and sold without registration under the Securities Act of 1933, as amended in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder. The Company raised gross proceeds of $50,000 and issued warrants to acquire 66,667 shares of common stock. About SpendSmart Networks SpendSmart Networks, Inc., provides proprietary loyalty systems and a suite of digital engagement and marketing services that help local merchants build relationships with consumers and drive revenues. These services are implemented and supported by a vast network of certified digital marketing specialists, aka "Certified Masterminds," who drive revenue and consumer relationships for merchants via loyalty programs, mobile marketing, mobile commerce and financial tools, such as prepaid card and reward systems. We enter into licensing agreements for our proprietary loyalty marketing solution with "Certified Masterminds" which sell and support the technology in their respective markets. The Company's products aim to make Consumers' dollars go further when they spend it with merchants in the SpendSmart network of merchants, as they receive exclusive deals, earn rewards and ultimately build a connection with their favorite merchants. SpendSmart Networks incurred a net loss of $12.2 million on $4.03 million of total revenues for the year ended Dec. 31, 2014, compared to a net loss of $14.09 million on $0 of total revenues for the year ended Dec. 31, 2013. As of March 31, 2015, the Company had $10.1 million in total assets, $2.91 million in total liabilities, and $7.18 million in total stockholders' equity. EisnerAmper LLP, in Iselin, New Jersey, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that the Company has recurring net losses since inception and has yet to establish a profitable operation. These factors among others raise substantial doubt about the ability of the Company to continue as a going concern, according to the regulatory filing. STEVEN SANN: Judge Converts Bankruptcy Case to Chapter 7 -------------------------------------------------------- Bankruptcy Judge Ralph B. Kirscher, in his April 29, 2015 Memorandum of Decision, in the case docketed as In re STEVEN VINCENT SANN, Debtor, CASE NO. 14-61370-11, decided that the conversion of the Chapter 11 Bankruptcy Case to a case under Chapter 7 was in the best interests of both the creditors and the estate. Judge Kirscher concluded that: (1) the Court has jurisdiction of the Chapter 11 Bankruptcy Case under 28 U.S.C. Section 1334(a); (2) the U.S. Trustee's motion to dismiss or convert is a core proceeding under 28 U.S.C. Section 157(b)(2); (3) cause exists under 11 U.S.C. Sections 1112(b)(1) & (b)(4)(A), (B), (F), and (J) to dismiss or convert this case to a case under Chapter 7 of the Bankruptcy Code; (4) conversion of the case to Chapter 7 is in the best interests of creditors and the estate; and (5) no unusual circumstances are shown by the evidence, which establish that converting the case is not in the best interests of creditors and the estate. A copy of Judge Kirscher's Memorandum of Decision is available at http://is.gd/cV0fZcfrom Leagle.com. SUN BANCORP: Stockholders Elect 11 Directors to Board ----------------------------------------------------- Sun Bancorp, Inc. held its annual meeting of shareholders on May 21, 2015, at which the shareholders: (a) elected Jeffrey S. Brown, Sidney R. Brown, Anthony R. Coscia, Clay Creasey, Jr., Peter Galetto, Jr., Eli Kramer, William J. Marino, Philip A. Norcross, Thomas M. O'Brien, Wilbur L. Ross, Jr. and Keith Stock as directors to serve for a one-year terms expiring at the annual meeting of shareholders to be held in 2016, or until their successors will have been duly elected and qualified; (b) approved the Company's 2015 Omnibus Stock Incentive Plan; and (c) ratified the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for the fiscal year ending Dec. 31, 2015 About Sun Bancorp. Inc. Sun Bancorp, Inc.is a $2.72 billion asset bank holding company headquartered in Mount Laurel, New Jersey. Its primary subsidiary is Sun National Bank, a community bank serving customers throughout New Jersey. Sun National Bank -- http://www.sunnationalbank.com/-- is an Equal Housing Lender and its deposits are insured up to the legal maximum by the Federal Deposit Insurance Corporation (FDIC). On April 15, 2010, Sun National Bank entered into a written agreement with the OCC which contained requirements to develop and implement a profitability and capital plan which provides for the maintenance of adequate capital to support the Bank's risk profile in the current economic environment. Sun Bancorp reported a net loss available to common shareholders of $29.8 million in 2014, a net loss available to common shareholders of $9.94 million in 2013, and a net loss available to common shareholders of $50.49 million in 2012. As of March 31, 2015, the Company had $2.43 billion in total assets, $2.18 billion in total liabilities and $249 million in total shareholders' equity. SUN BANCORP: To Issue 1.4 Million Shares Under Incentive Plan ------------------------------------------------------------- Sun Bancorp, Inc. filed a Form S-8 registration statement with the Securities and Exchange Commission to register 1,400,000 shares of common stock issuable under the Company's 2015 Omnibus Stock Incentive Plan. The proposed maximum aggregate offering price is $26.9 million. A full-text copy of the prospectus is available for free at http://is.gd/jLZVR2 About Sun Bancorp. Inc. Sun Bancorp, Inc.is a bank holding company headquartered in Mount Laurel, New Jersey. Its primary subsidiary is Sun National Bank, a community bank serving customers throughout New Jersey. Sun National Bank -- http://www.sunnationalbank.com/-- is an Equal Housing Lender and its deposits are insured up to the legal maximum by the Federal Deposit Insurance Corporation (FDIC). On April 15, 2010, Sun National Bank entered into a written agreement with the OCC which contained requirements to develop and implement a profitability and capital plan which provides for the maintenance of adequate capital to support the Bank's risk profile in the current economic environment. Sun Bancorp reported a net loss available to common shareholders of $29.8 million in 2014, a net loss available to common shareholders of $9.94 million in 2013, and a net loss available to common shareholders of $50.49 million in 2012. As of March 31, 2015, the Company had $2.43 billion in total assets, $2.18 billion in total liabilities and $249 million in total shareholders' equity. TEMPLE UNIVERSITY: Fitch Affirms 'BB+' Rating on 2 Notes -------------------------------------------------------- Fitch Ratings has affirmed its 'BB+' rating on these series of bonds issued by the Hospital and Higher Education Facilities Authority of Philadelphia on behalf of Temple University Health System (TUHS): -- $308.3 million series 2012A and B; -- $208.3 million series 2007 A and B. The Rating Outlook is Stable. SECURITY The bonds are secured by a pledge of gross revenues of the obligated group, mortgages on certain properties of the obligated group, and a debt service reserve fund. The obligated group represented approximately 94% of the assets and 100% of the revenues of the consolidated system in fiscal 2014. Fitch reports on the performance of the consolidated system. KEY RATING DRIVERS IMPROVING OPERATING PERFORMANCE TREND: TUHS ended fiscal 2014 (year-end June 30) with an operating loss of $15.8 million, exceeding the budgeted loss of $10 million, but better than the $24.8 million operating loss in the prior year. The improving trend continued through the nine-month interim period ended March 31, 2015, with the system recording an operating loss of $7.2 million, a significant, $35 million year-over-year improvement, and management expects to end the 2015 fiscal year with a close to breakeven performance, projecting a small $1.2 million loss from operations. ESSENTIALITY OF INSTITUTION AND DEPENDENCE ON SUPPLEMENTAL PAYMENTS: TUHS's flagship facility - TUH - serves both as a provider of high-end specialty services and as a de facto safety net hospital for North Philadelphia. As such, its continued viability is of critical importance to the greater Philadelphia market, which has been reflected in the significant support the institution has been receiving in the form of supplementary revenues, which in fiscal 2015 are expected to remain significant and level with the prior year. LOWER VOLUMES, HIGHER ACUITY: While overall volumes have declined reflecting the general decreasing volume trend in the greater Philadelphia market, a major driver for the improved operating performance, in addition to better results at Jeanes and Fox-Chase division, was the system's ability to attract higher acuity, more highly reimbursed cases. TUH's case mix index was 1.98 in March 2015, as compared to 1.77 in March of last year and the system has actually increased its share of the high-end cases to 6% from 4.9% since 2011. MODEST LIQUIDITY: Unrestricted liquidity has remained essentially unchanged since 2013 year end. TUHS reported $352.3 million of unrestricted cash and investments at March 31, 2015, translating to 90 days cash on hand (DCOH), cushion ratio of 9.1x and cash equal to 66% of debt. Liquidity metrics are slightly higher than Fitch's NIG medians, but still materially lag the 'BBB' medians of 145 DCOH, 10.5x cushion ratio and 93.6% cash to debt. SLIM COVERAGE: The system's coverage of maximum annual debt service (MADS) of $38.9 million by EBITDA was 2x in fiscal 2014 and through the 2015 interim period. Offsetting the relatively weak coverage is the system's manageable leverage of MADS equal 2.8% of revenues, an all fixed rate debt structure and no swap exposure. The obligated group reported a higher 2.8x coverage of annual debt service in fiscal 2014. RATING SENSITIVITIES NEED TO MAINTAIN OPERATING IMPROVEMENT: Fitch expects Temple University Health System to maintain the improved operating performance, as reflected in the interim 2015 results. A return to the investment grade rating category would require sustained operating improvements, leading to strengthened coverage and balance sheet metrics. CREDIT PROFILE TUHS is a Philadelphia based health care system, whose flagship is TUH, a 721-bed teaching hospital located on the campus of Temple University in North Philadelphia, which also includes the Temple University School of Medicine, as well as other research and educational facilities. TUHS also owns and operates Jeanes Hospital (Jeanes), a 176-licensed bed community hospital located in a residential area in Northeast Philadelphia and the adjoining 98-bed American Oncologic Hospital d/b/a Fox Chase Cancer Center (Fox Chase), one of only 41 National Cancer Institute designated Comprehensive Cancer Centers in the nation. TUHS reported $1.4 billion revenues in fiscal 2014. IMPROVING OPERATING PERFORMANCE TREND Operations improved in fiscal 2014, with TUHS recording a $15.8 million operating loss, equal to a negative 1.1% operating margin and a 4.6% operating EBITDA margin compared to an operating loss of $24.8 million in fiscal 2013 (negative 1.8% operating margin, 3.9% operating EBITDA margin). The improvement was even more significant through the third quarter of the current fiscal year ended March 31, 2015 with operating loss of $7.2 million versus a budgeted loss of $15.5 million, and compared to a significantly larger $42 million loss for the same period last year. A truly meaningful comparison of the two interim periods is not possible given the lumpy flow of supplemental payments, but the third quarter 2015 supplemental payments are on track as budgeted. Regardless, operations are well ahead in this fiscal year. The improved performance had several components including a rather significant turnaround at the Fox-Chase and Jeanes divisions. The Fox-Chase improvement included both more robust outpatient volumes as management continued to recruit physicians and develop programs, including launching the Access Service, which offers new patients a guaranteed next-business-day appointment with the relevant specialist, as well as expense management and revenue cycle improvement and better managed care contracts. Jeanes results also improved materially from a focus on cost reductions and improved physician relations under a new CEO, who also serves as the head of Temple Physicians Inc. While the improvement at Fox-Chase is sustainable, management will have to find a more optimal operating platform for Jeanes, whose operations will need to be more closely integrated into one of TUHS's system components. Profitability improvement was somewhat hampered by lower results at TUH compared to the prior year, which saw a reduced level of University support (as expected), increased pharma expenses, while carrying a higher portion of IT implementation costs. Management expects more robust results for TUH in the coming year, as it continues to generate revenues from the higher volume of high acuity patients, while better managing the expense side of the operation. LOWER VOLUMES, HIGHER ACUITY The Philadelphia market has seen a continuing decline in inpatient volumes, but the decline for TUHS has been lower than the market in general. TUHS's discharges were 3.4% lower in 2014 and 2.3% lower through the 2015 interim period. However, TUHS has been able to garner a higher market share of the better reimbursed high acuity cases, which increased to 6% from 4.9% four years ago. Between 2011 and 2015 (annualized based on nine months), TUH had a 15.9% increase in high acuity cases, and most notably, that increase came from referrals outside of the PSA. TUH's transplant program increased 38% in 2014 and a further 27% through the third quarter of 2015. ESSENTIALITY OF INSTITUTION The need for supplementary payments is essential to address the organization's position as a 'safety net provider' to inner city Philadelphia. Management has historically worked closely with the Commonwealth of Pennsylvania (Commonwealth) and the critically needed supplemental payments received in this fiscal year are expected to be level with the prior year. TUHS management was requested by the new Commonwealth administration to come up with a proposal, which would help to permanently stabilize the supplemental support, replacing the need for protracted annual negotiations. The proposal would have TUH serve as the anchor for the plan to address the needs of the North Philadelphia indigent and underinsured population that is the major determinant of the level of the supplemental funding it receives; TUHS's payor mix includes close to 46% of revenues from Medicaid. DEBT PROFILE TUHS had $533.9 million of long-term debt in fiscal 2014, all of which is fixed rate and the system has no swaps. Coverage of MADS of $38.9 million was 2.0x in fiscal 2014, as well as through the third quarter of 2015 and MADS is a manageable 2.8% of revenues, which is lighter than Fitch's NIG median of 4%. Fitch's calculation of TUHS's metrics exclude the non-preferred appropriations ($6.4 million), for which TUHS only serves as a conduit for Temple University. TOPS HOLDING: Commences Tender Offer of $460M 8.875% Notes ---------------------------------------------------------- Tops Holding LLC, Tops Markets, LLC and Tops Markets II Corporation have commenced a cash tender offer for any and all of their $460 million outstanding aggregate principal amount of 8.875% senior secured notes due 2017 (CUSIP No. 89078W AD1). In connection with the Offer, the Issuers are soliciting consents to proposed amendments to the indenture and related collateral documents governing the Notes that would (i) eliminate most of the restrictive covenants and eliminate certain events of default; and (ii) release all of the collateral securing the obligations under the Notes. Consents in respect of at least a majority in aggregate principal amount of the outstanding Notes are required to approve the Proposed Amendments and consents in respect of at least 75% in aggregate principal amount of the outstanding Notes are required to approve the Collateral Release. The Offer will expire at 11:59 p.m., New York City time, on June 22, 2015, unless extended or earlier terminated. The total consideration for each $1,000 principal amount of the Notes validly tendered at or before 5:00 p.m. New York City time, on June 8, 2015, and accepted for purchase will be $1,049.38 per $1,000 principal amount of Notes, which includes a payment of $30.00 per $1,000 principal amount of Notes tendered. Holders who validly tender, and do not validly withdraw, their Notes and thereby provide their consents to the Proposed Amendments and Release at or before the Consent Expiration and whose Notes are accepted for purchase, will be eligible to receive the Total Consideration. Holders who validly tender, and do not validly withdraw, their Notes after the Consent Expiration, but at or before the Expiration Time and whose Notes are accepted for purchase, will be eligible to receive the Total Consideration less the Consent Payment. In addition, holders whose Notes are purchased in the Offer will receive accrued and unpaid interest from the last interest payment date on their purchased Notes up to, but not including, the applicable settlement date. The Issuers currently expect the settlement date for Notes tendered before the Consent Expiration to be on or about June 9, 2015. Holders are required to consent to the Proposed Amendments and Release in order to tender their Notes, and are not permitted to validly revoke a consent without validly withdrawing the previously tendered Notes to which the consent relates. Notes tendered can only be withdrawn, and related consents revoked, until 5:00 p.m., New York City time, on June 8, 2015, unless extended, except in certain limited circumstances where additional withdrawal rights are required by law. Any extension, termination or amendment of the Offer will be followed as promptly as practicable by a public announcement thereof. The Offer is subject to the satisfaction or waiver of certain conditions including: (1) consummation of a capital markets debt financing raising proceeds in an amount sufficient to fund a portion of the tender offer and related payments, (2) receipt of the consents necessary for the Proposed Amendments and Release and (3) certain other customary conditions. The Offer is not conditioned on the completion of the concurrent tender offer by Tops Holding Corp II for its 8.75% /9.500% Senior Notes due 2018. The complete terms and conditions of the Offer and the related consent solicitation are described in the Offer to Purchase and Consent Solicitation Statement dated May 26, 2015, copies of which may be obtained from D.F. King & Co., Inc., the depositary and information agent for the Offer, at (866) 864-7964 (U.S. toll free) or, for banks and brokers, at (212) 269-5550. The Issuers have engaged BofA Merrill Lynch to act as the exclusive dealer manager and solicitation agent in connection with the tender offer and consent solicitation. Questions regarding the terms of the tender offer and consent solicitation may be directed to BofA Merrill Lynch at (888) 292-0070 (U.S. toll free) and 980 387 2113 (collect). None of the Issuers, the dealer manager and solicitation agent or the depositary and information agent or their respective affiliates is making any recommendation as to whether or not holders should tender all or any portion of their Notes in the tender offer or deliver their consent to the Proposed Amendments and Release. About Tops Markets Privately owned Tops Markets, LLC headquartered in Williamsville, New York, operates a chain of 71 owned Tops supermarkets and 5 franchised stores ("legacy stores") in western New York state, with approximately $1.7 billion of annual revenues. In February 2010, Tops acquired 79 stores from the bankruptcy estate of Penn Traffic. Tops continues to operate 55 stores, of which 7 may sold or closed as a result of a preliminary FTC order. The remaining 48 stores are in the final process of being re-branded as Tops stores. Tops' primary markets have historically been the Buffalo and Rochester metro areas, and will expand to the south and east with the acquisition of the Syracuse-based Penn Traffic stores. The company is 75% owned by Morgan Stanley Capital Partners, with remaining ownership held largely by a unit of HSBC and company management. The Company's balance sheet at Oct. 6, 2012, showed $661.49 million in total assets, $705.22 million in total liabilities and a $43.73 million total shareholders' deficit. * * * In the Nov. 25, 2011, edition of the TCR, Moody's Investors Service upgraded the Corporate Family and Probability of Default Ratings of Tops Holding Corporation ("Tops") to B3 from Caa1. Tops Corporate Family Rating of B3 reflects the company's weak credit metrics, its modest size relative to competitors, regional concentration and aggressive financial policies. The rating is supported by its stable operating performance in a challenging business and competitive environment, its good regional market presence and its good liquidity. As reported by the TCR on May 10, 2015, Standard & Poor's Ratings Services said it lowered its corporate credit rating on the Buffalo, N.Y.-based Tops Holding Corp. to 'B' from 'B+'. "The ratings on Tops reflect our view of the company's financial risk profile as "highly leveraged", and we base our assessment on our forecast of credit ratios, which incorporate the increased debt, moderate profit growth, and some improvement in credit ratios in the next year," said credit analyst Charles Pinson-Rose. TOPS HOLDING: Commences Tender Offer of $50M Notes Due 2018 ----------------------------------------------------------- Tops Holding II Corporation announced that it has commenced a cash tender offer for up to $50 million of its $150 million aggregate principal amount of outstanding 8.750%/9.500% senior notes due 2018. The Offer is scheduled to expire at 11:59 p.m., New York City time, on June 22, 2015, unless extended or earlier terminated. The total consideration for each $1,000 principal amount of the Notes validly tendered at or before 5:00 p.m. New York City time, on June 8, 2015, and accepted for purchase will be $1,020.00 per $1,000 principal amount of Notes, which includes a payment of $30.00 per $1,000 principal amount of Notes tendered. Holders who validly tender, and do not validly withdraw, their Notes at or before the Early Tender Date and whose Notes are accepted for purchase, will be eligible to receive the Total Consideration. Holders who validly tender, and do not validly withdraw, their Notes after the Early Tender Date, but at or before the Expiration Time, and whose Notes are accepted for purchase will be eligible to receive the Total Consideration less the Early Tender Premium. In addition, holders whose Notes are purchased in the Offer will receive accrued and unpaid interest from the last interest payment date on their purchased Notes up to, but not including, the applicable settlement date. The Issuer currently expects the settlement date for Notes tendered before the Early Tender Date to be on or about June 9, 2015. Tendered Notes may be withdrawn at or before 5:00 p.m., New York City time, on June 8, 2015, but not thereafter, except under limited circumstances. Any extension, termination or amendment of the Offer will be followed as promptly as practicable by a public announcement thereof. The Offer is subject to the satisfaction or waiver of certain conditions including: (1) consummation of a capital markets debt financing raising proceeds in an amount sufficient to fund a portion of the Offer and related payments, and (2) certain other customary conditions. The Offer is not conditioned on the completion of the concurrent offer to purchase by Tops Holding LLC, Tops Markets, LLC and Tops Markets II Corporation for their 8.875% Senior Secured Notes due 2017. If more than the Maximum Tender Amount of Notes are validly tendered, and Notes are accepted for purchase, the amount of Notes that will be purchased will be prorated as described in the Offer to Purchase dated May 26, 2015. If, at the Early Tender Date, the aggregate principal amount of Notes tendered equals or exceeds the Maximum Tender Amount, the Issue does not expect to accept for purchase any Notes tendered after the Early Tender Date. If, at the Early Tender Date, the aggregate principal amount of Notes validly tendered is less than the Maximum Tender Amount, the Issuer expects to accept for purchase all Notes validly tendered before the Early Tender Date, and only Notes validly tendered after the Early Tender Date and before the Expiration Time will be subject to possible proration. The Issuer reserves the right, but is not obligated, to increase the Maximum Tender Amount in its sole discretion. The complete terms and conditions of the Offer are described in the Offer to Purchase dated May 26, 2015, copies of which may be obtained from D.F. King & Co., Inc., the depositary and information agent for the Offer, at (866) 864-7964 (U.S. toll free) or, for banks and brokers, at (212) 269-5550. The Issuer has engaged BofA Merrill Lynch to act as the exclusive dealer manager in connection with the Offer. Questions regarding the terms of the Offer may be directed to BofA Merrill Lynch, at (888) 292-0070 (U.S. toll free) and (980) 387-2113 (collect). About Tops Markets Privately owned Tops Markets, LLC headquartered in Williamsville, New York, operates a chain of 71 owned Tops supermarkets and 5 franchised stores ("legacy stores") in western New York state, with approximately $1.7 billion of annual revenues. In February 2010, Tops acquired 79 stores from the bankruptcy estate of Penn Traffic. Tops continues to operate 55 stores, of which 7 may sold or closed as a result of a preliminary FTC order. The remaining 48 stores are in the final process of being re-branded as Tops stores. Tops' primary markets have historically been the Buffalo and Rochester metro areas, and will expand to the south and east with the acquisition of the Syracuse-based Penn Traffic stores. The company is 75% owned by Morgan Stanley Capital Partners, with remaining ownership held largely by a unit of HSBC and company management. The Company's balance sheet at Oct. 6, 2012, showed $661.49 million in total assets, $705.22 million in total liabilities and a $43.73 million total shareholders' deficit. * * * In the Nov. 25, 2011, edition of the TCR, Moody's Investors Service upgraded the Corporate Family and Probability of Default Ratings of Tops Holding Corporation ("Tops") to B3 from Caa1. Tops Corporate Family Rating of B3 reflects the company's weak credit metrics, its modest size relative to competitors, regional concentration and aggressive financial policies. The rating is supported by its stable operating performance in a challenging business and competitive environment, its good regional market presence and its good liquidity. As reported by the TCR on May 10, 2015, Standard & Poor's Ratings Services said it lowered its corporate credit rating on the Buffalo, N.Y.-based Tops Holding Corp. to 'B' from 'B+'. "The ratings on Tops reflect our view of the company's financial risk profile as "highly leveraged", and we base our assessment on our forecast of credit ratios, which incorporate the increased debt, moderate profit growth, and some improvement in credit ratios in the next year," said credit analyst Charles Pinson-Rose. TOPS HOLDING: Moody's Rates New $550MM Sr. Secured Notes 'B3' ------------------------------------------------------------- Moody's Investors Service assigned a B3 rating to Tops Holding LLC's (previously known as Tops Holding Corporation, "Tops") proposed new $550 million senior secured notes due 2022. Additionally, Moody's changed the ratings outlook for Tops Holding II Corporation ("HoldCo") to stable from negative and affirmed the company's B3 corporate family rating and the B3-PD probability of default rating. Moody's also affirmed the Caa2 rating of the company's existing $150 million senior unsecured HoldCo notes. Proceeds from the new senior secured notes will be used to refinance the existing senior secured notes at Tops Holding LLC and to partially redeem the Holdco Notes. "Although credit metrics are still weak with Debt/EBITDA at around 7.0 times, the company has made progress towards improving metrics through increased profitability", Moody's Senior Analyst Mickey Chadha said. "The ratings incorporate our expectation that financial leverage will approach 6.5 times in the next 12-18 months", Chadha further stated. The B3 Corporate Family Rating reflects the company's weak credit metrics, its modest size relative to competitors, and regional concentration. The ratings incorporate Moody's expectation that financial leverage and interest coverage will demonstrate improvement towards 6.5 times and 1.1 times respectively over the next 12-18 months as the company's new contract with C&S, planned headcount reductions, sale of underperforming pharmacy scripts, lower interest rate burden and improving top line result in improved EBITDA. The rating is supported by Tops' relatively stable operating performance in a challenging business and competitive environment, its good market presence in the regions in which it operates and its good liquidity. The following ratings are affirmed: Tops Holding II Corporation -- Corporate Family Rating at B3 -- Probability of Default Rating at B3-PD -- $150 million senior unsecured notes due 2018 at Caa2 ( LGD6) Tops Holding LLC The following ratings are affirmed and will be withdrawn upon closing: -- $460 million senior secured notes due 2017 at B3 (LGD3) The following ratings are assigned: -- Proposed new $550 million senior secured notes due 2022 at B3 (LGD3) The rating outlook is stable and reflects Moody's expectation that the company's same store sales growth will demonstrate improving trends, liquidity will not deteriorate and credit metrics will continue to improve. Given Tops' high financial leverage, a rating upgrade is not expected in the near-to-intermediate term. Over time a rating upgrade would require positive same store sales, a material improvement in credit metrics and a commitment to more conservative financial policies. Ratings could rise if Tops demonstrates sustained Moody's adjusted EBITA to interest above 1.75 times and sustained Moody's adjusted debt/EBITDA below 6.0 times while maintaining good liquidity. Ratings could be downgraded if same store sales and profitability demonstrate a declining trend, the company fails to make material progress to reduce financial leverage towards 6.5 times and EBITA/Interest towards 1.25 times, or liquidity materially deteriorates. The principal methodology used in rating Tops was Global Retail Industry published in June 2011. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Tops Holding LLC is the parent of Tops Markets, LLC., a supermarket retailer in Upstate New York, Northern Pennsylvania and Vermont. As of May 17, 2015, the company operated 160 full-service supermarkets, 159 under the Tops banner and one under the Orchard Fresh banner, with an additional five supermarkets operated by franchisees under the Tops banner. TOPS HOLDING: Plans to Offer $550 Million Senior Notes Due 2022 --------------------------------------------------------------- Tops Holding LLC and Tops Markets II Corporation intend to offer approximately $550 million in aggregate principal amount of senior secured notes due 2022. The net proceeds from this offering, together with cash on hand and borrowings under the Company's asset based revolving credit facility are expected to be used to repurchase any and all of the Issuers' and Tops Markets, LLC's existing $460 million senior secured notes due 2017 and up to $50 million of Tops Holding II Corporation's senior notes due 2018 tendered pursuant to the previously announced tender offers by the Issuers and Tops Holding II Corporation. The Senior Secured Notes have not and will not be registered under the Securities Act of 1933, as amended, or applicable state securities laws and may not be offered or sold in the United States absent registration under the Act, such state securities laws or applicable exemptions from the registration requirements under the Act or such state securities laws. The Issuers will make the offering pursuant to certain exemptions from registration under the Securities Act. The initial purchasers of the Senior Secured Notes will offer the Senior Secured Notes only to qualified institutional buyers in reliance on Rule 144A under the Securities Act, or outside the United States to certain persons in reliance on Regulation S under the Securities Act. About Tops Markets Privately owned Tops Markets, LLC headquartered in Williamsville, New York, operates a chain of 71 owned Tops supermarkets and 5 franchised stores ("legacy stores") in western New York state, with approximately $1.7 billion of annual revenues. In February 2010, Tops acquired 79 stores from the bankruptcy estate of Penn Traffic. Tops continues to operate 55 stores, of which 7 may sold or closed as a result of a preliminary FTC order. The remaining 48 stores are in the final process of being re-branded as Tops stores. Tops' primary markets have historically been the Buffalo and Rochester metro areas, and will expand to the south and east with the acquisition of the Syracuse-based Penn Traffic stores. The company is 75% owned by Morgan Stanley Capital Partners, with remaining ownership held largely by a unit of HSBC and company management. The Company's balance sheet at Oct. 6, 2012, showed $661.49 million in total assets, $705.22 million in total liabilities and a $43.73 million total shareholders' deficit. * * * In the Nov. 25, 2011, edition of the TCR, Moody's Investors Service upgraded the Corporate Family and Probability of Default Ratings of Tops Holding Corporation ("Tops") to B3 from Caa1. Tops Corporate Family Rating of B3 reflects the company's weak credit metrics, its modest size relative to competitors, regional concentration and aggressive financial policies. The rating is supported by its stable operating performance in a challenging business and competitive environment, its good regional market presence and its good liquidity. As reported by the TCR on May 10, 2015, Standard & Poor's Ratings Services said it lowered its corporate credit rating on the Buffalo, N.Y.-based Tops Holding Corp. to 'B' from 'B+'. "The ratings on Tops reflect our view of the company's financial risk profile as "highly leveraged", and we base our assessment on our forecast of credit ratios, which incorporate the increased debt, moderate profit growth, and some improvement in credit ratios in the next year," said credit analyst Charles Pinson-Rose. TOPS HOLDING: S&P Affirms 'B' CCR, Outlook Stable ------------------------------------------------- Standard & Poor's Ratings Services affirmed its 'B' corporate credit rating on the Williamsville, N.Y.-based Tops Holding LLC and its parent Tops Holding II Corp. The outlook is stable. At the same time, S&P assigned a 'B' issue-level rating to the new $550 million senior secured notes due in 2022. The issue-level rating is commensurate with a recovery rating of '4', indicating S&P's expectation for recovery toward the high end of the average (30% to 50%) category. S&P affirmed its 'CCC+' issue-level rating on Tops II Holding Corp.'s unsecured notes estimated at $100 million following pay down of $50 million as part of this transaction. The recovery rating on these holdco notes is '6', which indicates S&P's expectation of negligible (0% to 10%) recovery of principal in the event of default. "The ratings on Tops reflect our expectation that the company will experience modest operational gains in the near term and relatively stable credit metrics. Our assessment considers Tops' geographic concentration and participation in the very competitive food retail industry," said credit analyst Diya Iyer. "The industry continues to experience challenges from discounters, dollar stores, warehouse clubs, and drug stores, albeit a trend that is muted in Tops' core upstate, Western New York markets. More so, our ratings reflect the company's strong market share in its core geographies, but with limited expansion opportunities in our estimation." The rating outlook is stable, which incorporates S&P's expectation for moderate sales growth and stable gross margins over near term. S&P also expects profits to improve as the company has a favorable expense comparison going forward given cost reduction efforts. However, leverage will remain high going forward with adjusted debt to EBITDA in the high- to mid-6x range. "We would consider a downgrade if leverage exceeds 7.0x or we believed adjusted EBITDA coverage of interest would be 1.7x or lower in the coming year versus the 2.0x we currently expect. At that point the company's free cash flow generation relative to its adjusted debt would be very small--between 2% and 3%. The company would meet this threshold if EBITDA was about 15% lower than current levels. In this situation, Tops would still have a "highly leveraged" financial risk profile, but we would expect to revise the comparable ratings analysis to negative from neutral since credit ratios would be weak even for a "highly leveraged" financial risk profile," S&P said. S&P would consider an upgrade if leverage was below 5x on a sustained basis and coverage approached 3.0x. In that case, S&P would revise its financial risk profile to "aggressive", but this would require EBITDA to be approximately 40% higher than S&P currently anticipates for 2015. Since this is well beyond S&P's performance expectations for the next two years, it do not expect to consider a higher rating in the near term. TRACK GROUP: Changes Ticker Symbol to TRCK ------------------------------------------ Track Group, Inc., is trading under the new symbol, "TRCK", effective May 26, 2015. The change follows the Financial Industry Regulatory Authority's recognition of the company's official name change. All stock trading, filings and market related information will be reported under this new symbol. "We are pleased to be trading under the new symbol that more accurately reflects our corporate rebranding. It will be key for us now to make that transition public for the benefit of the investment community that has continued to follow our growth," states Guy Dubois, Chairman of Track Group. About Track Group Track Group (formerly SecureAlert) -- http://www.trackgrp.com/-- is a global provider of customizable tracking solutions that leverage real-time tracking data, best-practice monitoring, and analytics capabilities to create complete, end-to-end solutions. SecureAlert incurred a net loss attributable to the Company's common stockholders of $18.9 million for the year ended Sept. 30, 2013, following a net loss attributable to the Company's common stockholders of $19.9 million for the fiscal year ended Sept. 30, 2012. As of March 31, 2015, SecureAlert had $58.3 million in total assets, $38.9 million in total liabilities, and $19.3 million in total equity. Hansen, Barnett & Maxwell, P.C., in Salt Lake City, Utah, issued a "going concern" qualification on the consolidated financial statements for the year ended Sept. 30, 2013. The independent auditors noted that the Company has incurred losses, negative cash flows from operating activities, notes payable in default and has an accumulated deficit. These conditions raise substantial doubt about its ability to continue as a going concern. U.S. SHIPPING CORP: S&P Hikes CCR to 'B' on Improved Finc'l Profile ------------------------------------------------------------------- Standard & Poor's Ratings Services said that it has raised its corporate credit rating on New Jersey-based U.S. Shipping Corp. to 'B' from 'B-'. The outlook is stable. At the same time, S&P assigned its 'B+' issue-level rating on the company's proposed senior secured credit facilities, which include a $10 million revolver and a $215 million first-lien term loan. S&P assigned a '2' recovery rating to the facilities, indicating S&P's expectations for substantial recovery (70%-90%; lower half of the range) in the event of default. Additionally, S&P raised its issue-level rating on the company's existing $220 million senior secured term loan B due 2018 to 'B+' from 'B'. S&P expects to withdraw this issue rating when the company's proposed refinancing is complete. "Our upgrade of U.S. Shipping reflects the company's strengthened financial position due to the recent improvements in its operating performance and the proposed refinancing, which we expect will lower the company's interest expense," said Standard & Poor's credit analyst Michael Durand. S&P's ratings on U.S Shipping reflect the company's vulnerable market position in the competitive and capital-intensive shipping industry (given the company's small fleet of seven vessels), its exposure to cyclical demand swings, its limited end-market diversity, and its relatively high degree of customer concentration. The company's multi-year charters with creditworthy counterparties and the improved fundamentals in the U.S. liquid transportation market in which U.S. Shipping competes offset these weaknesses to a limited extent. S&P's stable outlook on U.S. Shipping reflects its expectation that the company will continue to benefit from improved charter rates due to the strong domestic coastwise liquid marine transportation industry. S&P could lower the rating if the company's adjusted debt-to-EBITDA metric increases above 5x and S&P sees limited prospects for improvement. This could occur if, for example, the company does not renew its contracts at favorable charter rates. Although unlikely, S&P could raise the rating if it revised its assessment of the company's business risk profile to "weak" from "vulnerable", based on a sustained record of improved and stable profitability. UMED HOLDINGS: Posts $567K Net Loss for March 31 Quarter -------------------------------------------------------- UMED Holdings, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q, disclosing a net loss of $567,000 on $27,300 of sales for the three months ended March 31, 2015, compared with a net loss of $466,000 on $7,880 of sales for the same period in 2014. The Company's balance sheet at March 31, 2015, showed $2.03 million in total assets, $4.5 million in total liabilities and a stockholders' deficit of $2.47 million. The Company's recurring net losses and inability to generate sufficient cash flows to meet its obligations and sustain its operations raises substantial doubt about the Company's ability to continue as a going concern. A copy of the Form 10-Q is available at: http://is.gd/WjSerd UMED Holdings, Inc., is a Fort Worth, Texas-based global diversified holding company that owns and operates businesses in a variety of industries including energy, oil and gas, aerospace, food and beverage, and mining. UNITEK GLOBAL: Stay Lifted; "Butler" FLSA Suit to Proceed --------------------------------------------------------- District Judge Deborah K. Chasanow granted the plaintiff's motion to lift the bankruptcy stay in the case captioned JEFFRY BUTLER, ET AL. v. DIRECTSAT USA, LLC, ET AL., CIVIL ACTION NO. DKC 10-2747 (D. Md.). Plaintiff Jeffry Butler brought a collective action under the Fair Labor Standards Act ("FLSA") against the defendants DirectSTAT USA, LLC, UniTek USA, LLC, and UniTek Global Services, Inc. Butler alleged that the defendants failed to pay overtime wages in violation of FLSA and various state wage laws. The case was administratively closed because the defendants filed a notice of suggestion of bankruptcy. On March 17, 2015, plaintiffs filed a motion to lift the bankruptcy stay. In her April 29, 2015 memorandum opinion which is available at http://is.gd/WMLWtmfrom Leagle.com, Judge Chasanow granted the motion and ordered the reopening of the case. The bankruptcy judge, who confirmed the defendants' Chapter 11 Plan of reorganization on January 5, 2015, had specifically ordered the lifting of the stay on the plaintiffs' suit in his confirmation order. Judge Chasanow also ruled on other pending motions as follows: -- granting a motion for reconsideration of the July 6, 2011 order that dismissed the plaintiffs' Maryland WagePayment and Collection Law ("MWPCL") claim -- granting the plaintiffs' motion to set a trial date -- denying a motion filed by the defendants for certification of an interlocutory appeal pursuant to 28 U.S.C. Section 1292(b) -- granting in part and denying in part renewed motions to seal Jeffry Butler, and Derrick Green, Plaintiffs, represented by Daniel Adlai Katz -- dkatz@ggilbertlaw.com -- Law Office of Gary M Gilbert and Associates PC, Jac A Cotiguala, Jac A Cotiguala and Associates, James B Zouras, Stephan Zouras LLP & Ryan F Stephan, Stephan Zouras LLP. Charles N. Dorsey, Plaintiff, represented by Daniel Adlai Katz, Law Office of Gary M Gilbert and Associates PC & Ryan F Stephan, Stephan Zouras LLP. Directsat USA, LLC, Unitek USA, LLC, and Unitek Global Services, Inc., Defendants, represented by Colin D Dougherty -- cdougherty@foxrothschild.com -- Fox Rothschild LLP, Dirk Densford Haire, Fox Rothschild LLP, John Augustine Bourgeois -- jbourgeois@kg-law.com -- Kramon and Graham PA, Jonathan David Christman -- jchristman@foxrothschild.com -- Fox Rothschild LLP & Nicholas T Solosky -- nsolosky@foxrothschild.com -- Fox Rothschild LLP. Armand Tanoh, Romulus Albu, Herman Altson, Ronald Cromer, Grayson Leslie Stone, Ralph Roosevelt Jones, Derrick A. Bryant, Eric Eugene Leftwood, Ellsworth Patrick Newman, Kevin Anthony Rogers, Mark Robert Monroe, Dwayne Anthony Grainger, Moses A. Nicholls, Mayhew Rupert Murphy, Shaka Harrington, Christopher Thomas Adams, Lionel Murray, William Earl Kilson, III, Allen Gilbert Leith, Spencer Lee Shaffer, Robert C. Nash, Kami Edmundo Boven, Ebrima Gikeneh, and Steven Andre Poindexter, Claimants, represented by Daniel Adlai Katz, Law Office of Gary M Gilbert and Associates PC, Jac A Cotiguala, Jac A Cotiguala and Associates, James B Zouras, Stephan Zouras LLP & Ryan F Stephan, Stephan Zouras LLP. About UniTek Global Services UniTek Global Services, Inc., based in Blue Bell, Pennsylvania, provides fulfillment and infrastructure services to media and telecommunication companies in the United States and Canada. On Nov. 3, 2014 UniTek Global and nine subsidiary companies filed petitions in the United States Bankruptcy Court for the District of Delaware seeking relief under chapter 11 of the United States Bankruptcy Code. The Debtors are seeking to have their cases jointly administered for procedural purposes, with pleadings to be maintained on the case docket for UniTek Global Services, Inc., Case No. 14-12471. The Debtors have tapped Morgan, Lewis & Bockius LLP as counsel; Young, Conaway, Stargatt & Taylor, LLP, as co-counsel; Miller Buckfire & Co. LLC, as financial advisor; Protiviti Inc., and Epiq Bankruptcy Solutions, LLC, as claims and noticing agent. As of Sept. 30, 2014, the Debtors have 2,500 employees, substantially all of whom are full-time. UniTek Global reported a net loss of $52.07 million on $472 million of revenues for the year ended Dec. 31, 2013, as compared with a net loss of $77.7 million on $438 million of revenues in 2012. The Company's balance sheet at March 29, 2014, showed $250 million in total assets against $257 million in total liabilities. The Bankruptcy Court on Jan. 5, 2015, confirmed the Joint Prepackaged Plan of Reorganization of UniTek Global Services. The Plan was originally filed with the Court on Nov. 3, 2014. UNIVERSAL HEALTH CARE: Liquidating Plan Conditionally Confirmed --------------------------------------------------------------- Judge K. Rodney May entered an order conditionally confirming the Amended Liquidating Chapter 11 Plan for Universal Health Care Group, Inc., proposed by Soneet R. Kapila, as Chapter 11 Trustee. No objections were filed to the Amended Plan or the proposed modifications filed by the Trustee. Following a confirmation hearing on April 23, 2015, the judge on May 4 entered an order providing that: -- The Amended Plan is CONDITIONALLY CONFIRMED, subject only to the Fairness Determination for the WARN Act Settlement. -- All of the provisions of the Amended Plan are approved, including explicitly the "Exculpation from Liability" provision at section 12.2 of the Amended Plan. -- The Amended Plan complies with the applicable provisions of 11 U.S.C. Sec. 1129. For clarification purposes, the May 4 Order is not a final order of Confirmation, as it remains conditioned upon a Fairness Determination. Upon the issuance of a Fairness Determination, the Trustee is authorized and directed, without further hearing, to submit a final confirmation order for the Amended Plan. On April 2, 2015, the Trustee filed his First Motion to Modify the Original Plan, together with a copy of the proposed plan modification. On April 16, 2015, the Trustee filed his Second Motion to Modify the Amended Plan, together with a copy of the proposed plan modifications. The Original Plan, the First Modification and the Second Modification were incorporated into a single document filed and served by the Trustee on all Creditors on April 16, 2015. The Amended Plan contemplates that the Trustee will serve as Liquidating Agent who will be responsible for overseeing the Liquidating Estate, which will be funded with all of the Debtor's Assets as of the Confirmation Date. Upon Confirmation, the Trustee, as Liquidating Agent, will act to liquidate the remainder of the Debtor's Assets, resolve all remaining litigation, determine the amount of Claims that will be allowed, and make distributions under the Waterfall Schedule set forth in the Amended Plan. The Liquidating Agent will establish appropriate reserves as Additional Recoveries are received to insure that the proper priority of payments is maintained throughout the existence of the Liquidating Estate. The Amended Plan incorporates a settlement between the Trustee, BankUnited and Citrus. At the Confirmation Hearing, the Court separately considered and approved the Citrus Settlement, and separate order will be entered to that effect. The Amended Plan leaves equity interests of the Non-Subordinated Shareholders unimpaired and subordinates the equity interests of the Subordinated Shareholders. Of the Subordinated Shareholders, Deepak Desai, Jeff Lundy and Sandip Patel have agreed to the subordination, and thus the Court makes no subordination findings with respect to them. With respect to the remaining Subordinated Shareholders, the Court finds that the record supports the subordination based upon the acts set forth in the Confirmation Affidavit and the Amended Disclosure Statement. The Subordinated Shareholders will not participate or receive any distributions under the Amended Plan. The First Modification incorporates the recently mediated settlement of the class action filed by former employees of AMC for alleged violations of the Worker Adjustment and Retraining Notification Act, 29 U.S.C. Sec. 2101, et seq. The WARN Act Settlement is incorporated in the Amended Plan, but is subject to separate approvals by this Court of (i) the Trustee's Motion to Approve the WARN Act Settlement, pursuant to Bankr. R. 9019 -- 9019 Motion -- and (ii) approval of the fairness of the WARN Act Settlement in the class action adversary proceedings (Adv. Pro. No. 13-ap-623 and Adv. Pro. No. 13-ap-273). At the Confirmation Hearing the Court considered and granted the Trustee's 9019 Motion and will enter a separate order to that effect. The Fairness Determination was slated to be considered on May 28, 2015. The Second Modification eliminates the distinction between Class 3 (Allowed General Unsecured Creditors) and Class 4 (Allowed Medical Provider Claims). The effect of the Second Modification is to treat all Allowed Unsecured Creditors similarly. A copy of the May 4 order conditionally confirming the Plan is available for free at: http://bankrupt.com/misc/Universal_Health_Cond_Plan_Order.pdf About Universal Health Care Group Universal Health Care Group, Inc., owns an insurance company and three health-maintenance organizations that provide managed care services for government sponsored health care programs, focusing on Medicare and Medicaid. Universal Health was founded in 2002 by Dr. A.K. Desai and grew its operations of offering Medicare plans to more than 37,000 members to over 20 states. Universal Health filed a Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No. 13-01520) on Feb. 6, 2013, after Florida regulators moved to put two of the company's subsidiaries in receivership. Universal Health Care estimated assets of up to $100 million and debt of less than $50 million in court filings in Tampa, Florida. Harley E. Riedel, Esq., at Stichter Riedel Blain & Prosser, in Tampa, serves as counsel to the Debtor. Soneet R. Kapila has been appointed the Chapter 11 Trustee in the Debtor's case. He is represented by Roberta A. Colton, Esq., at Trenam, Kemker, Scharf, Barkin, Frye, O'Neill & Mullis, PA. Dennis S. Jennis, Esq., and Jennis & Bowen, P.L., serve as special conflicts counsel and E-Hounds, Inc., serves as a forensic imaging consultant to the Chapter 11 trustee. UNIVERSAL HEALTH: Ch. 11 Trustee Proposes Sale of AMC IT Equipment ------------------------------------------------------------------ Soneet R. Kapila, the Chapter 11 Trustee for Universal Health Care Group Inc., which serves as the sole member of American Managed Care LLC, filed a motion seeking authority from the U.S. Bankruptcy Court for the Middle District of Florida, Tampa Division, to sell AMC's personal property, including information technology equipment, free and clear of any liens and encumbrances. Roberta A. Colton, Esq., at Trenam, Kemker, Scharf, Barkin, Frye, O'Neill & Mullis, PA, in Tampa, Florida, relates that AMC's personal property was not discovered till after the Chapter 11 Trustee's court approved auction of AMC's other personal property held on September 24-25, 2013. Ms. Colton further relates that it is not the intention of the Chapter 11 Trustee to sell any personal property that was the subject of a valid lease that has been rejected. Additionally, the Chapter 11 Trustee is not seeking to sell any AMC Personal Property that contains data. According to AMC's schedules of assets and liabilities and proofs of claim, BankUnited, N.A., as the Administrative Agent pursuant to a UCC-1 Financing Statement, dated April 6, 2012, holds a possible lien on the personal property proposed to be sold. Ms. Colton tells the Court that BankUnited has consented to the auction and the payment terms for the Auction Company. BankUnited further has agreed to a 25% carve out to the AMC bankruptcy estate from the proceeds of the sale, after payment to the Auction Company. The Chapter 11 Trustee also authority to employ Moecker Auctions, Inc., to serve as auctioneer. The Chapter 11 Trustee and AMC are represented by: Roberta A. Colton, Esq. TRENAM, KEMKER, SCHARF, BARKIN, FRYE, O'NEILL & MULLIS, PA 101 E. Kennedy Blvd., Suite 2700 Tampa, FL 33602 Tel: (813) 223-7474 Email: rcolton.trenam.com About Universal Health Universal Health Care Group, Inc., owns an insurance company and three health-maintenance organizations that provide managed care services for government sponsored health care programs, focusing on Medicare and Medicaid.   Universal Health was founded in 2002 by Dr. A.K. Desai and grew its operations of offering Medicare plans to more than 37,000 members to over 20 states.   Universal Health filed a Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No. 13-01520) on Feb. 6, 2013, after Florida regulators moved to put two of the company's subsidiaries in receivership. Universal Health Care estimated assets of up to $100 million and debt of less than $50 million in court filings in Tampa, Florida.   Harley E. Riedel, Esq., at Stichter Riedel Blain & Prosser, in Tampa, serves as counsel to the Debtor.   Soneet R. Kapila has been appointed the Chapter 11 Trustee in the Debtor's case. He is represented by Roberta A. Colton, Esq., at Trenam, Kemker, Scharf, Barkin, Frye, O'Neill & Mullis, PA. Dennis S. Jennis, Esq., and Jennis & Bowen, P.L., serve as special conflicts counsel and E-Hounds, Inc., serves as a forensic imaging consultant to the Chapter 11 trustee. USA SYNTHETIC: Files Schedules of Assets and Liabilities -------------------------------------------------------- Lima Energy Company filed with the U.S. Bankruptcy Court for the District of Delaware its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $30,251,793 B. Personal Property $7 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $86,604,863 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-priority Claims $24,135,386 ----------- ----------- TOTAL $30,251,800 $110,740,249 Debtor-affiliates also filed their schedules, disclosing: Debtor Assets Liabilities ------ ------ ----------- Cleantech Corporation $0 $36,604,863 USA Synthetic Fuel Corporation $7,903,916 $44,470,020 Copies of the documents are available for free at: http://bankrupt.com/misc/USASYNTHETIC_124_limasal.pdf http://bankrupt.com/misc/USASYNTHETIC_122_fuelsal.pdf http://bankrupt.com/misc/USASYNTHETIC_126_cleantechsal.pdf 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. The U.S. trustee wasn't able to form a committee to represent the company's unsecured creditors due to insufficient interest. VARSITY BRANDS: New $50MM Debt Add-On No Impact on Moody's Ratings ------------------------------------------------------------------ Moody's Investors Service said that Varsity Brands Holding Co, Inc.'s proposed $50 million add-on to the first lien term loan, the proceeds of which will be used to reduce second lien term loan by the same amount, and the proposed first lien term loan re-pricing transactions are credit positive as they will result in interest expense savings. However, these transactions do not impact the company's ratings, including its B2 CFR and B1 rating on the first lien term loan, or stable outlook, since debt levels and leverage will remain unchanged. Varsity Brands Holding Co, Inc. is a provider of sports, cheerleading and achievement-related products to schools, colleges and youth organizations in the U.S. The company operates through its three complementary businesses: BSN Sports (acquired in 2013) provides sports apparel and equipment to schools and consumers; Herff Jones supplies graduation-related items and recognition rewards through its Yearbook and Achievement divisions; and Varsity Spirit (acquired in 2011), which offers cheerleading uniforms and apparel and hosts cheerleading camps and competitions. In the LTM period ending March 31, 2015, the company generated approximately $1.24 billion in revenues. VIRTUAL PIGGY: Names Gerald Hannahs as Director ----------------------------------------------- Gerald Hannahs was appointed to the Board of Directors of Virtual Piggy, Inc. on May 21, 2015, as a designee of the holders of the Company's Series A Cumulative Convertible Preferred Stock, according to a document filed with the Securities and Exchange Commission. The Board has not yet determined committee appointments for Mr. Hannahs. Mr. Hannahs holds warrants to purchase common stock of the Company (37,500 shares at an exercise price of $0.01 and 50,000 shares at an exercise price of $1.00) that had their respective expiration dates extended by one year as part of a previously disclosed warrant term extension for holders of certain Company warrants effective Feb. 23, 2015. The expiration dates of those warrants were extended from Dec. 26, 2015, to Dec. 26, 2016. In addition, on Jan. 27, 2014, Mr. Hannah's affiliate Hannahs Value Investors purchased (i) 30,000 shares of the Company's Series A Cumulative Convertible Preferred Stock and (ii) two year warrants to purchase 3,000,000 shares of Company common stock at an exercise price of $1.00, in a previously disclosed private placement offering, for an aggregate purchase price of $3,000,000. 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 in 2014, a net loss of $16 million in 2013 and a net loss of $12.03 million in 2012. 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. As of March 31, 2015, the Company had $2.64 million in total assets, $3.88 million in total liabilities, all current, and a $1.23 million stockholders' deficit. VISANT CORP: Moody's Lowers CFR to Caa1, Outlook Stable ------------------------------------------------------- Moody's Investors Service downgraded Visant Corporation's Corporate Family Rating to Caa1 from B3 due to the uncertainty around the company's plans to address its significant debt maturities coming due in a couple of years. Moody's also downgraded the Probability of Default Rating to Caa1-PD. The outlook is stable. "The downgrade reflects the increasing refinancing risk the company is facing amid its modest operating performance," said Kevin Cassidy, Senior Credit Officer at Moody's. "We don't think the company's current capital structure is sustainable," he continued. Moody's does not anticipate a significant improvement in the company's operating performance in the near term. Debt/EBITDA will likely remain above 6 times over the next two years as the company's moderate free cash flow prohibits any substantial debt prepayment. Ratings downgraded: -- Corporate Family Rating to Caa1 from B3; -- Probability of Default Rating to Caa1-PD from B3-PD; -- $775 million senior secured term loan due 2021 (with July 2017 acceleration clause) B2 (LGD 2) from B1 -- $105 million revolving credit facility due September 2019 to B2 (LGD 2) from B1 Ratings affirmed: -- $750 million senior unsecured notes due October 2017 at Caa2 (LGD 5) -- Speculative Grade Liquidity at SGL-3 Visant's Caa1 Corporate Family Rating reflects the uncertainty about how the company will address its upcoming debt maturities as well as its high leverage on a pro forma basis of almost 7.0 times debt/EBITDA. The CFR also considers the revenue pressure from the slow erosion of demand for school affinity products. Factors supporting the rating include the company's good market position in the Scholastic and Memory Book segments and cost vigilance that support strong margins and adequate cash flow, which Visant is utilizing to invest and expand its Scholastic and Memory Book sales business. The stable outlook reflects Moody's expectation that Visant's operating performance will not meaningfully deteriorate further in the short-term. Failure to refinance the upcoming debt maturities of over $1 billion in the near term could cause a downgrade in the CFR and liquidity ratings. A downgrade could also occur if leverage significantly increases for any reason. Key credit metrics driving a potential downgrade would be debt/EBITDA sustained over 8 times. An upgrade is unlikely in the near term given the approaching maturity dates. Modest revenue and earnings trends and soft credit metrics also make an upgrade in the near term unlikely. If the company were to resolve the uncertainty over its debt maturities, ratings could be upgraded over the longer term if debt/EBITDA was sustained under 6 times, revenue stabilizes and earnings and cash flow improve. The principal methodology used in this rating was the Consumer Durables Industry published in September 2014. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Visant, headquartered in Armonk, New York, is a leading marketing and publishing services enterprise primarily servicing the school affinity, educational and trade publishing and packaging segments and educational publishing markets. The company has 3 segments: Scholastic (mostly class rings and other graduation products), Memory Book (mostly school yearbooks) and Marketing and Publishing and Packaging Services (mostly book covers). The company reported revenue of approximately $833 million for the twelve months ended April 4, 2015. Visant's financial sponsors include affiliates of Kohlberg Kravis Roberts & Co. L.P. ("KKR") and DLJ Merchant Banking Partners III, L.P. VISUALANT INC: Granted Eighth Patent on ChromaID Technology ----------------------------------------------------------- Visualant, Inc., has received its eighth patent on its ChromaID technology. This patent is the continuation of the original series of patents filed by Visualant on the ChromaID technology beginning in 2007. This patent protects the application of the ChromaID technology in the fields of manufacturing, process quality control, authentication of financial and identity documents, use with biological tissues related to diagnosis and security as well as the deterioration of manufactured materials and monitoring of liquids, fuels, and lubricants. The patent also details methods for networking the functioning of the ChromaID technology for database building and access for comparing data acquired by one ChromaID device with those collected by other devices. This patent solidifies Visualant's patent portfolio in terms of extending the original ChromaID inventions to these various application domains. Visualant's ChromaID technology was invented when Dr. Thomas Furness, a professor at the University of Washington and pioneer in the field of virtual reality, recognized that every material exhibited a unique light signature when stimulated by visible and invisible structured coherent light sources. Dr. Furness and his team continue to work with Visualant to extend the reach of its foundational ChromaID technology. This newly issued patent is a part of that effort. The patent issued by the United States Office of Patents and Trademarks is US Patent No. 8,988,666 and is entitled "Method, Apparatus, and Article to Facilitate Evaluation of Objects Using Electromagnetic Energy." Ron Erickson, Visualant Founder and CEO stated, "This latest patent is further validation of our intellectual property. Our patent portfolio is a core element of Visualant's asset base. We have a number of additional patents pending and will continue to file new patents to extend the reach of our intellectual property." 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. As of March 31, 2015, the Company had $3.02 million in total assets, $6.8 million in total liabilities, all current, and a $3.78 million total stockholders' deficit. 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. WARREN RESOURCES: Franklin Backs $250-Mil. Refinancing Deal ----------------------------------------------------------- Christine Idzelis, writing for Bloomberg News, reported that Franklin Square Capital Partners, a money manager whose funds are sub-advised by s credit unit, is backing a $250 million refinancing deal for Blackstone Group LP's Warren Resources Inc. to help the oil-and-gas producer pay down its credit line and pursue acquisitions. According to the report, Warren is getting $202.5 million of new money and loans through an exchange with the company's unsecured bondholders. The deal includes a new five-year first-lien term loan that will pay an interest rate of at least 9.5 percent, the report noted. About Warren Resources Warren Resources, Inc., is engaged in the exploration, development and production of domestic onshore crude oil and gas reserves. The New York-based Company is primarily focused on its waterflood oil recovery properties in the Wilmington field within the Los Angeles basin of California, position in Marcellus Shale in northeastern Pennsylvania, and coalbed methane natural gas properties in the Rocky Mountain region. * * * The Troubled Company Reporter, on April 24, 2015, reported that Standard & Poor's Ratings Services lowered its corporate credit rating on New York-based exploration and production (E&P) company Warren Resources Inc. to 'CCC+' from 'B-'. The outlook is negative. WARREN RESOURCES: S&P Lowers Corp. Credit Rating to 'SD' -------------------------------------------------------- Standard & Poor's Ratings Services said it lowered its corporate credit rating on New York-based exploration and production company Warren Resources Inc. to 'SD' (selective default) from 'CCC+'. At the same time, S&P lowered the issue ratings on the company's senior unsecured notes to 'D' from 'CCC-'. The recovery rating on these notes remains '6', reflecting S&P's expectation of negligible (0% to 10%) recovery in the event of a conventional default. "The downgrade follows the completion of Warren's exchange of about $70 million of its senior unsecured notes for $47 million of first-lien term loans," said Standard & Poor's credit analyst Daniel Krauss. "We view the transaction as a distressed exchange because investors received 65% of par value, less than they were promised on the original securities," he added. Approximately 23% of the senior unsecured note holders participated in the exchange. Concurrent with the exchange, Warren used the remainder of the new $250 million term loan facility to repay the existing revolving credit facility and provide the company with a $30 million delayed draw commitment. The company's senior secured revolving credit facility was subsequently terminated. S&P expects to review the corporate credit and issue-level ratings when it assess the likelihood of further exchanges as low. According to the public filing by the company, the transaction allows for additional exchanges of unsecured debt at a discount into second lien debt, subject to incurrence tests. S&P believes that the company could enter into further debt exchanges as a way to reduce debt leverage. S&P's analysis will incorporate the company's modestly improved liquidity position, while still taking into account its challenging operating environment and very high, albeit marginally improved, debt leverage. WBH ENERGY: Castlelake Wins Terms for Stay Relief ------------------------------------------------- U.S. Bankruptcy Judge H. Christopher Mott approved terms that grants CL III Funding Holding, LLC, relief from the automatic stay to allow it to foreclose on its collateral owned by WBH Energy Partners, LLC, and WBH Energy LP, subject to the condition set forth in the DIP Loan Documents. Effective on the earlier of (i) five business days following notice by CL III to the Debtors, USED, and the Official Committee of Unsecured Creditors in Chapter 11 Cases of the occurrence of an event of default (as defined in the DIP Credit Agreement), or (ii) Sept. 10, 2015, the automatic stay will be terminated as to Castlelake with respect to its rights against the Collateral, and Castlelake may foreclose on the Collateral in accordance with Chapter 51 of the Texas Property Code and Chapter 9 of the Texas Uniform Commercial Code. The Committee may seek to extend the automatic stay termination date of Sept. 10, 2015 for good cause, provided the Committee seeks such relief on or prior to Sept. 3, 2015. Castlelake contends that (i) Debtors LLC and LP cannot provide Castlelake with adequate protection to support the continued imposition of the automatic stay; (ii) Debtors LLC and LP do not have any equity in the collateral; and (iii) given Debtors LLC and LP's lack of equity in the collateral and current financial and operational status, the collateral is not necessary for an effective reorganization. Castlelake also holds valid, perfected liens and security interests in all of Debtors LLC and LP's assets. Castlelake's liens and security interests secure over $30 million of unpaid loan debt -- an amount far in excess of the collateral value. The Committee of Unsecured Creditors earlier filed an objection to the motion to modify the automatic stay. The Committee noted that after forcing the Debtors into bankruptcy, CL III Funding Holding Companies LLC is now attempting to acquire the Debtors' assets free and clear of the claims of any other creditor and without the adjudication of the validity and priority of its liens. The terms of the proposed DIP financing agreement are onerous and leave almost no margin for error. According to the Committee the proposed Stipulation between the Debtors and Castlelake would allow Castlelake to foreclose on the Debtors' assets without additional Court approval in the event of the slightest deviation by the Debtors. And at the almost inevitable foreclosure sale, Castlelake could then credit bid based on its alleged liens, liens that have never been subject to a full adjudication by all of the interested parties. About WBH Energy WBH Energy Partners LLC (Bankr. W.D. Tex. Case No. 15-10004) and its affiliates -- WBH Energy, LP (Bankr. W.D. Tex. Case No. 15-10003) and WBH Energy GP, LLC (Bankr. W.D. Tex. Case No. 15-10005) separately filed for Chapter 11 bankruptcy protection on Jan. 4, 2015. The petitions were signed by Joseph S. Warnock, vice president. Judge Christopher Mott presides over WBH Energy, LP's case, while Judge Tony M. Davis presides over WBH Energy Partners' and WBH Energy GP's cases. William A. (Trey) Wood, III, Esq., at Bracewell & Giuliani LLP, serves as the Debtors' bankruptcy counsel. WBH Energy, LP, and WBH Energy Partners estimated their assets and liabilities at between $10 million and $50 million each. WBH Energy, LP disclosed $557,045 plus an unknown amount and $48,950,652 in liabilities as of the Chapter 11 filing. WBH Energy GP estimated its assets at up to $50,000, and its liabilities at between $10 million and $50 million. The U.S. Trustee for Region 7 appointed seven creditors to serve On the official committee of unsecured creditors. WELLCARE HEALTH: S&P Assigns 'BB' Rating on $300MM Add-On --------------------------------------------------------- Standard & Poor's Ratings Services said that it assigned its 'BB' debt rating to WellCare Health Plan Inc.'s (NYSE:WCG) $300 million add-on to its existing 5.75% senior unsecured notes due 2020. WellCare intends to use the proceeds from the transaction for general working capital purposes, potential organic growth, and debt-maturity management. Its current debt structure also consists of a 2.25% $300 million term loan due 2016. This will also strengthen the company's liquidity position. As of Dec. 31, 2014, WellCare's adjusted fixed-charge coverage was near 7x, and its financial leverage was approximately 37.5%. S&P assumes that financial leverage including this debt add-on will be near 42% during the next 12 months. During the next two years, S&P expects the company to manage its financial leverage in the 35%-40% range after it repays its term loan in 2016. S&P expects EBITDA fixed-charge coverage to be in the 7.5x-8.5x area and adjusted EBIT ROR to be 3%-3.5%, reflecting some incremental improvement in the medical loss ratio. Adjusted EBIT ROR was slightly more than 2% in 2014 because of higher-than-expected medical cost trends in WellCare's Florida start-up (more than 400,000 new members) and Medicare reimbursement pressures. S&P may lower its ratings if, contrary to its expectations, the company adopts a more aggressive financial policy with financial leverage of more than 40% for the longer term, and if operating performance deteriorates for a prolonged period (one to two years) such that EBITDA fixed-charge coverage falls to less than 5x. RATINGS LIST WellCare Health Plans Inc. Counterparty Credit Rating BB/Stable/-- New Rating WellCare Health Plans Inc. $300 mil 5.75% sr unsec notes due 2020 BB WELLNESS INT'L: Supreme Court Backs Power of Bankruptcy Judges -------------------------------------------------------------- Katy Stech, writing for The Wall Street Journal, reported that the U.S. Supreme Court said bankruptcy judges have the power to make final judgments in certain legal disputes -- a decision that bolsters the power of U.S. Bankruptcy Court system. According to the Journal, in Wellness International Network Ltd. v. Sharif, the high court reversed an appellate court decision finding that the bankruptcy court didn't have the constitutional authority to decide whether certain property belonged to the bankruptcy estate because the dispute also involved state laws. The 6-3 ruling decided the country's roughly 1,000 bankruptcy judges can make final decisions on legal disputes that arise in bankruptcy cases if all involved parties consent, the Journal said. Law360 reported that experts said the decision ends lingering worries attorneys and judges had following the Seventh Circuit ruling because the justices preserved the way in which bankruptcy cases are currently adjudicated. Had the Supreme Court upheld the Seventh Circuit, it would have created a new layer of district court appeals that would have sucked up significant time and costs, Law360 said. The Supreme Court's decision could also have had significant implications on the use of magistrate courts, which, like bankruptcy courts, rely upon parties' consent to adjudicate disputes, experts said, according to Law360. The case in the high court is Wellness International Network Ltd. v. Sharif, 13-935, U.S. Supreme Court (Washington). WOUND MANAGEMENT: Files Amendment to 2014 Financials ---------------------------------------------------- Wound Management Technologies, Inc., filed with the U.S. Securities and Exchange Commission on May 1, 2015, an amendment to its annual report on Form 10-K for the year ended Dec. 31, 2014. A copy of the Form 10-K/A is available at http://is.gd/i7NzO1 The Company reported a net loss of $2.28 million on $2.63 million of revenues in 2014, compared to a net loss of $4.15 million on $1.73 million of revenues in the prior year. The Company's balance sheet at Dec. 31, 2014, showed $1.5 million in total assets, $2.32 million in total liabilities and total stockholders' deficit of $825,396. MaloneBailey, LLP, expressed substantial doubt about the Company's ability to continue as a going concern, citing that the Company has suffered recurring net losses and has a working capital deficit and an accumulated deficit. About Wound Management Fort Worth, Texas-based Wound Management Technologies, Inc., markets and sells the patented CellerateRX(R) product in the expanding advanced wound care market; particularly with respect to diabetic wound applications. The Company reported a net loss of $671,007 on $679,122 of revenues for the three months ended Sept. 30, 2014, compared with a net loss of $1.69 million on $472,753 of revenues for the same period during the prior year. The Company's balance sheet at Sept. 30, 2014, showed $1.95 million in total assets, $2.5 million in total liabilities, and a stockholders' deficit of $548,785. YELLOWSTONE MOUNTAIN: High Court Refuses to Hear Founder's Appeal ----------------------------------------------------------------- Bill Rochelle, a bankruptcy columnist for Bloomberg News, reports that the U.S. Supreme Court denied the petition to be freed from jail filed by former owner of Yellowstone Mountain Club LLC. As previously reported by The Troubled Company Reporter, a lawyer for Tim Blixseth, the jailed founder of the luxurious Yellowstone Club ski and golf resort, petitioned the Supreme Court for his client's release. The former billionaire property developer has been held in the Cascade County Detention Center in Great Falls, Mont., since April 20 after a district court judge found him in contempt for failing to account for millions of dollars he owes creditors. About Yellowstone Mountain Located near Big Sky, Montana, Yellowstone Mountain Club LLC -- http://www.theyellowstoneclub.com/-- is a private golf and ski community with more than 350 members, including Bill Gates and Dan Quayle. The Company was founded in 1999. Yellowstone Club and its affiliates filed for Chapter 11 bankruptcy (Bankr. D. Montana, Case No. 08-61570) on Nov. 10, 2008. The Company's owner affiliate, Edra D. Blixseth, filed a separate Chapter 11 petition on March 27, 2009 (Case No. 09-60452). Attorneys at Bullivant Houser Bailey PC and Bekkedahl & Green PLLC represented Yellowstone. The Debtors hired FTI Consulting Inc. and Ronald Greenspan as CRO. The official committee of unsecured creditors were represented by Parsons, Behle and Latimer; and James H. Cossitt, Esq., as counsel. Credit Suisse, the prepetition first lien lender, was represented by Skadden, Arps, Slate, Meagher & Flom. In June 2009, the Bankruptcy Court entered an order confirming Yellowstone's Chapter 11 Plan. Pursuant to the Plan, CrossHarbor Capital Partners LLC acquired equity ownership in the reorganized Club for $115 million. Marc S. Kirschner, Esq., was appointed the Trustee of the Yellowstone Club Liquidating Trust created under the Plan. [*] Beth E. Hanan Named U.S. Bankruptcy Judge in Wisconsin ---------------------------------------------------------- Chief Judge Diane P. Wood of the United States Court of Appeals for the Seventh Circuit announced the appointment of Beth Ermatinger Hanan to a 14-year term as United States Bankruptcy Judge for the United States Bankruptcy Court for the Eastern District of Wisconsin. She will take office on May 29, 2015. [*] ESBA Served as Financial Advisor to Dilworth Inn ---------------------------------------------------- Executive Sounding Board Associates LLC served as Financial Advisor to Dilworthtown Inn, an award winning restaurant founded in 1780. The restaurant turned to ESBA to improve operating performance and increase cash flow. ESBA also assisted the Company in refinancing its credit facilities. As a result of ESBA's efforts, the Company increased cash flow, enhanced utilization and improved other key performance indicators, and secured financing through Franklin Mint Federal Credit Union resulting in greater financial stability. About ESBA ESBA provides profit improvement and turnaround services for clients in the restaurant industry, including franchisors, franchisees, public companies, and independents and has a long history of helping clients to improve operations and profitability. The engagement was led by Managing Director Robert D. Katz, also working on the engagement from ESBA was Robert Agarwal. Other professionals key to the success were: Aris Karalis & Camile Spinale of Maschmeyer Karalis P.C. [*] ESBA's Michael DuFrayne Receives CTP Certification from TMA --------------------------------------------------------------- Michael DuFrayne, CEO of ESBA, received the Certified Turnaround Professional (CTP) designation from the Turnaround Management Association. The Certified Turnaround Professional (CTP) designation was introduced in 1993 as an objective measure of the experience, knowledge and integrity that is necessary to conduct corporate renewal work. CTP's have significantly contributed to the turnaround and corporate renewal industry and have demonstrated through their practice a high degree of technical and practical knowledge. About ESBA ESBA provides profit improvement and turnaround services for clients in the restaurant industry, including franchisors, franchisees, public companies, and independents and has a long history of helping clients to improve operations and profitability. [*] U.S. Bankruptcy Judge Thomas B. Bennett Stepping Down --------------------------------------------------------- Bill Rochelle, bankruptcy columnist for Bloomberg News, reports that U.S. Bankruptcy Judge Thomas B. Bennett, who presided over the municipal bankruptcy of Jefferson County, Alabama, is stepping down June 30 after more than 20 years on the bench. According to the report, Judge Bennett will return to private practice, he said in a phone interview. He was the chief judge for the bankruptcy court in the Northern District of Alabama and a past-president of the National Conference of Bankruptcy Judges, the report related. [^] BOOK REVIEW: The Story of The Bank of America ------------------------------------------------- Author: Marquis James and Bessie R. James Publisher: Beard Books Softcover: 592 pages List Price: $31.80 Order your personal copy today at http://www.amazon.com/exec/obidos/ASIN/1587981459/internetbankrupt The Bank of America began as the Bank of Italy in 1904. A. P. Giannini was motivated to found the Bank out of his indignation over the neglect by other banks of the Italian community in San Francisco's North Beach area. Local residents were quickly drawn to Giannini's new type of bank suited for their social circumstances, financial needs, and plans and aspirations. Before Giannini's Bank of Italy, the field was dominated by large, well-connected, and politically influential banks typified by the magnate J. P. Morgan's House of Morgan catering to corporations and the wealthy industrialists and their families of the Gilded Age. Giannini's Bank proved to be a timely enterprise with great potential far beyond its founder's original aims. The early 1900s following the Gilded Age was a time of spreading democratization in American society with large numbers of immigrants being assimilated. It was also a time of considerable industrial growth after the heyday of the tycoons such as Morgan, Rockefeller, and Carnegie in the latter 1800s. Giannini's idea was also helped by the growth of California in its early stages of becoming one of the most prosperous and most populous states. As California grew, so did the Bank of America. A. P. Giannini was the perfect type of individual to oversee the growth of a bank that stood in sharp contrast to the House of Morgan and which reflected broad changes in American society and business. Giannini followed the quick success of his North Beach bank with Bank of Italy branches elsewhere in San Francisco. With the success of these followed branches throughout California's agricultural valleys and Los Angeles as Giannini reached out to populations of other average persons generally ignored by the traditional banks. Throughout the rapid growth of his bank, Giannini never lost touch with his original motive for creating a bank suited for the average individual. When he died at 80 years of age in 1949, he lived in the same house as he did when he opened the original Bank of Italy; and his estate was less than half a million dollars. Throughout all the stages of the Bank of America's growth, business recessions and depressions, and changes in American society, including increased government regulation, the Bank continued to reflect its founder's purposes for it. In the 1920s, the Bank of Italy became a part of the corporation Transamerica. In 1930, the Bank was merged with the Bank of America of California. The newly formed bank was given the name the Bank of America National Trust and Savings Association, with Giannini appointed as chairman of the committee to work out the details of the merger. In 1930, he selected Elisha Walker to head Transamerica so he could be free to pursue his interest of establishing a national bank with the same goals and nature as his original Bank of Italy. But becoming alarmed over Walker's proposed measures for dealing with the pressures of the Depression, Giannini waged a battle involving board members, stockholders, and allies he had worked with in the past to regain control of Transamerica. In 1936, A. P. Giannini's son, Lawrence Mario, succeeded his father as president of Bank of America, with A. P. remaining as chairman of the board. The story of Bank of America is largely the story of A. P. Giannini: his ideas, his values, his ambitions, his goals, his personality. The co-authors follow the stages of the Bank's growth by focusing on the genteel, yet driven and innovative, A. P. Giannini. There's a balance of basic business material such as stock prices, rationale of momentous business decisions, and balance-sheet data, with portrayals of outsized characters of the time. Among these, besides Giannini, are the federal government official Henry Morgenthau and Charles Stern, California's superintendent of banks in the early 1900s. With this balance, The Story of the Bank of America is an engaging and informative work for readers of more technical business books and human-interest business stories alike. ********* 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. 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