/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/150602.mbx T R O U B L E D C O M P A N Y R E P O R T E R Tuesday, June 2, 2015, Vol. 19, No. 153 Headlines 1827 WEST 3RD: Voluntary Chapter 11 Case Summary 525 BARRY LLC: Case Summary & 7 Largest Unsecured Creditors ACQUIRED SALES: Says Bankruptcy in Future a Possibility ALBERT GNADT: Interest in 409A Plan Not Exempt Property AMERICAN ENERGY-PERMIAN: Moody's Cuts CFR to Caa1, Outlook Negative AMERICAN ENERGY-WOODFORD: Moody's Rates New 2nd Lien Notes 'Caa3' ARCAPITA BANK: RA Holding Authorizes Sukuk Cert. Full Redemption ARCHDIOCESE OF ST. PAUL: Selling Five Properties, No Offers Yet B&B ALEXANDRIA: Meeting of Creditors Set for June 23 BATTLE CREEK: Meeting of Creditors Set for June 18 BIRMINGHAM COAL: To Continue Business While in Chapter 11 BLUE BIRD: S&P Retains 'B' Corp. Credit Rating, Outlook Stable BPZ RESOURCES: Reports $19.8-Mil. Net Loss in Q1 of 2015 CAESARS ENTERTAINMENT: Aims to Restore Retirement Payments CAESARS ENTERTAINMENT: Studying Restoration of Retirement Payments CBRE SERVICES: S&P Raises Rating on Sr. Unsecured Notes From 'BB+' CEDAR BAY GENERATING: S&P Hikes Rating on $250MM Debt to 'BB+' CELLCEUTIX CORP: Discloses $2.9-Mil. Net Loss in First Quarter CEQUEL COMMUNICATIONS: S&P Affirms 'B-' Sr. Unsecured Notes Rating CIRRUS LOGIC: S&P Assigns 'BB' Rating on $250MM Facility Due 2017 COFFEE REGIONAL: S&P Affirms 'BB-' Rating on $28.4MM Revenue Bonds COMMSCOPE TECHNOLOGIES: Moody's Rates New Unsecured Notes at B2 CONYERS 138: Seeks Dismissal of Chapter 11 Case CORINTHIAN COLLEGES: Student Committee Wants Court to Enforce Stay CRESCENT HOLDINGS: S&P Affirms 'B-' CCR, Outlook Stable CYTORI THERAPEUTICS: Reports $22.0-Mil. Net Loss in Q1 of 2015 DAE AVIATION: Moody's Puts Ratings Under Review for Downgrade DENVER PARENT: Moody's Cuts CFR to 'Ca', Outlook Negative DEWEY & LEBOEUF: Got Stuck in Debt Cycle, Ex-Partner Says DIGERATI TECHNOLOGIES: Has $1.85-Mil. Net Loss in Jan. 31 Quarter DILLARD'S INC: Moody's Withdraws 'Ba1' CFR and PDR Ratings DISTRICT AT MCALLEN: Says Ramirez Claim Subject to Dispute DUKE REALTY: Fitch Withdraws 'BB+' Preferred Stock Rating DVORKIN HOLDINGS: Trustee's Full-Payment Plan Moves Forward EL PASO CHILDREN'S: Andy Krafsur, Rick Bonart Want to Join Board EMPRESAS OMAJEDE: Seeks Valuation of Carraizo Properties ENDEAVOUR INTERNATIONAL: Reports $111-Mil. Net Loss in Q1 ENERGY FUTURE: Committees Object to Exclusivity Extension Request ENERGY FUTURE: Disclosure Statement Hearing Schedule Set ENERGY FUTURE: Has Until Oct. 29 to Keep Control of Bankruptcy EPICOR RSG: Moody's Assigns 'B3' Corporate Family Rating EVERYWARE GLOBAL: Alvarez & Marsal Provided CRO Services EVERYWARE GLOBAL: Court Approves Pachulski as Co-Counsel EVERYWARE GLOBAL: Jefferies LLC Approved as Investment Banker EVERYWARE GLOBAL: Prime Clerk Okayed as Administrative Advisor FREDERICK'S OF HOLLYWOOD: Cancels May 28 Auction FREDERICK'S OF HOLLYWOOD: Hires Milbank Tweed as Attorneys FREDERICK'S OF HOLLYWOOD: Hires Richards Layton as Co-counsel FREDERICK'S OF HOLLYWOOD: Taps Consensus as Financial Advisor FREDERICK'S OF HOLLYWOOD: Taps Kurtzman Carson as Admin Advisor FRONTIER OILFIELD: Has $12.2-Mil. Working Capital Deficit FTS INTERNATIONAL: Moody's Rates New $350MM Notes 'B1' FULLER BRUSH: Bankruptcy Court Closes Chapter 11 Cases GOLDEN COUNTY: Proposes July 1 Auction on Assets GOODMAN TANK: Case Summary & 20 Largest Unsecured Creditors GT ADVANCED: Court Approves Settlement on upMeyer Equipment GULF PACKAGING: U.S. Trustee Forms Creditors Committee HIGH RIDGE: Files Schedules of Assets and Liabilities INTERNATIONAL BRIDGE: Bankruptcy Won't Affect Dept. of Education INTERNATIONAL STEM CELL: Needs to Raise More Working Capital ITR CONCESSION: Toll Road Exits Bankruptcy Protection JOSEPH C. FIORE: Ally Wins Stay Relief to Repossess Vehicle KARMALOOP INC: Names Seth Haber Chief Executive Officer KENAN ADVANTAGE: Moody's Alters Outlook to Stable & Affirms B1 CFR KOSMOS ENERGY: Fitch Affirms 'B' Issuer Default Rating LANGERMANN'S OF BALTIMORE: Files for Ch 11; Blames Baltimore Riots LDK SOLAR: Reports $270 Million Net Loss in 2014 LEHMAN BROTHERS: LBHI Claim in Hometrust Suit Not Time-Barred MARRONE BIO: Receives Stay of NASDAQ Trading Suspension MERITAGE HOMES: Fitch Affirms 'BB-' IDR, Outlook Stable MIDSTATES PETROLEUM: Moody's Rates $625MM Second Lien Notes 'B2' MOLYCORP INC: Expected to Skip $32.5-Mil. Loan Payment NAT'L GENERAL HOLDINGS: A.M. Best Affirms 'bb' Pref. Stock Rating NATROL INC: Hires Kochar & Co. as Indian Counsel NEW HORIZONS HEALTH: Case Summary & 20 Largest Unsecured Creditors NEWTON MANUFACTURING: Case Summary & 20 Top Unsecured Creditors NII HOLDINGS: CapCo 2012 Group Says Plan Treatment Unfair NII HOLDINGS: Files Plan Supplements Ahead of June 3 Hearing NW VALLEY: Reorganization Plan Slated for Oral Ruling on July 6 OCH-ZIFF CAPITAL: Incurs $165-Mil. Net Loss in March 31 Quarter OHCMC-OSWEGO LLC: Asks Court to Issue Final Decree Order OXANE MATERIALS: Case Summary & 20 Largest Unsecured Creditors PATRIOT COAL: Said to Pick Blackhawk Mining as Stalking Horse PRESS GANEY: Moody's Raises CFR to 'B1', Outlook Stable PRONERVE HOLDINGS: Taps Garden City as Administrative Agent REVETT MINING: Losses, Lack of Capital Raise Going Concern Doubt SANTA CRUZ BERRY: Employs Thomas Vogele as Bankruptcy Counsel SANTA CRUZ BERRY: Hires Polis & Assocs. as Litigation Counsel SANTA CRUZ BERRY: Wants Case Jointly Administered with Corralitos SANTA CRUZ BERRY: Wants Corralitos Case Assigned to Judge Hammond SAVE THE WORLD: Incurs $1.7-Mil. Net Loss in First Quarter SEMLER SCIENTIFIC: Expects to Continue to Incur Losses SFX ENTERTAINMENT: Moody's Reviews 'Caa1' CFR for Downgrade SIGA TECHNOLOGIES: Patheon Joins Creditors Committee SMURFIT-STONE: "Poston" Claims Discharged in Bankruptcy SOUTHERN PACIFIC: Creditors File Receivership Application SPECTRUM ANALYTICAL: Ch 11 Trustee Wants to Have Co. Sold Intact SPECTRUM ANALYTICAL: Steven Weiss Appointed Chapter 11 Trustee STOCKTON, CA: Argues Against Appeal of Bankruptcy Plan STOWE LEASING: Case Summary & 3 Largest Unsecured Creditors TECHNICAL HEAT: Case Summary & 5 Largest Unsecured Creditors UNIVERSITY GENERAL: Seeks Sept. 25 Extension of Lease Decision Date VARIANT HOLDING: Equity Holders Balk at $30M Price Drop VRINGO INC: Has $6.98-Mil. Loss in March 31 Quarter WELLCARE HEALTH: Moody's Keeps 'Ba2' Rating on Senior Notes WEST COAST PROPAGATIONS: Case Summary & 14 Top Unsecured Creditors WYNN RESORTS: Fitch Affirms 'BB' Issuer Default Rating [*] Klamser Announces Winners of 40 Under 40 Emerging Leaders Award [*] Stafford Receives Chambers USA National Level Ranking [^] Large Companies With Insolvent Balance Sheet ********* 1827 WEST 3RD: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: 1827 West 3rd, L.L.C. 5309 East Via Del Cielo Paradise Valley, AZ 85253 Case No.: 15-06718 Chapter 11 Petition Date: May 29, 2015 Court: United States Bankruptcy Court District of Arizona (Phoenix) Judge: Hon. Paul Sala Debtor's Counsel: Mark J. Giunta, Esq. LAW OFFICE OF MARK J. GIUNTA 245 W. Roosevelt St., Suite A Phoenix, AZ 85003 Tel: 602-307-0837 Fax: 602-307-0838 Email: markgiunta@giuntalaw.com Total Assets: $4.2 million Total Liabilities: $2.4 million The petition was signed by Sheldon E. Richardson, managing member. The Debtor did not include a list of its largest unsecured creditors when it filed the petition. 525 BARRY LLC: Case Summary & 7 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: 525 Barry LLC 6301 N. Kedvale Chicago, IL 60646 Case No.: 15-19009 Chapter 11 Petition Date: May 29, 2015 Court: United States Bankruptcy Court Northern District of Illinois (Chicago) Judge: Hon. Carol A. Doyle Debtor's Counsel: David R Herzog, Esq. HERZOG & SCHWARTZ PC 77 W Washington Suite 1717 Chicago, IL 60602 Tel: 312-977-1600 Email: drhlaw@mindspring.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Miraljub Simonovic, authorized representative. A list of the Debtor's seven largest unsecured creditors is available for free at http://bankrupt.com/misc/ilnb15-19009.pdf ACQUIRED SALES: Says Bankruptcy in Future a Possibility ------------------------------------------------------- Acquired Sales Corp. disclosing a net loss of $217,000 on $nil of revenues for the three months ended March 31, 2015, compared with a net loss of $67,400 on $nil of revenue for the same period last year. The Company has a history of recurring losses, which have resulted in an accumulated deficit of $12.6 million as of March 31, 2015. During the three months ended March 31, 2015, the Company recognized a loss of $217,000 from continuing operations. The Company used net cash of $214,000 in operating activities of continuing operations. The sale of Cogility and DSTG eliminated the Company's source of revenue. As a result, there is substantial doubt that the Company will be able to continue as a going concern. Bankruptcy of the Company at some point in the future is a possibility, according to the regulatory filing. The Company's balance sheet at March 31, 2015, showed $1.04 million in total assets, $48,100 in total liabilities, and stockholders' equity of $992,000. A copy of the Form 10-Q filed with the U.S. Securities and Exchange Commission is available at: http://is.gd/Q2mwje Lake Forest, Illinois-based Acquired Sales Corp. through its wholly owned subsidiary, Cogility Software Corporation, has developed software technology that is solving problems facing the U.S. defense and intelligence communities and many corporations. The software technology allows customers to quickly access and analyze data generated by disparate sources and stored in many different databases. ALBERT GNADT: Interest in 409A Plan Not Exempt Property ------------------------------------------------------- Bankruptcy Judge Brian F. Kenney sustained the Chapter 7 trustee's objections to the debtor's claim of exemptions in the case captioned In re: ALBERT P. GNADT, Chapter 7, Debtor, CASE NO. 11-10378-BFK (Bankr. E.D. Va.) Debtor Albert P. Gnadt listed as exempt property his interest in the Kforce Executive Nonqualified Defined Benefit Plan, a nonqualified deferred compensation plan established pursuant to Internal Revenue Code Section 409A (the "409A Plan"). He had accrued $30,154.99 in deferred compensation in his 409A Plan. On January 14, 2015, the Trustee filed her Objections to the Debtor's Claim of Exemptions in his 409A Plan. Judge Kenney held that the debtor's interest in his 409A Plan is property of the bankruptcy estate, and is not exempt under state law. It is not excluded from property of the estate under Bankruptcy Code Section 541(c)(2) because the 409A Plan at issue is not a trust, and, while it has an anti-alienation provision, there is no reason to conclude that this provision is enforceable under applicable non-bankruptcy law. A copy of the May 7, 2015 memorandum opinion is available at http://is.gd/WWD5gwfrom Leagle.com. About Albert P. Gnadt Albert P. Gnadt filed a voluntary petition under Chapter 11 (Bankr. E.D. Va. Case No. 11-10378) on January 18, 2011. The case was converted to Chapter 7 on June 11, 2014. Ms. Meiburger was appointed as the Chapter 7 Trustee. The Court approved the Debtor's Second Amended Disclosure Statement on October 16, 2013. The Debtor filed a Third Amended Plan on March 24, 2014. A confirmation hearing on the Debtor's Third Amended Plan was set for June 4, 2014. In the meantime, the U.S. Trustee filed a Motion to Convert the case to Chapter 7. At the confirmation hearing, the Debtor's counsel advised the Court that the Debtor had just lost his employment with Kforce. The Debtor conceded that his Third Amended Plan was not feasible, and he consented to the U.S. Trustee's Motion to Convert the case to Chapter 7. The Court entered an Order converting the case from Chapter 11 to Chapter 7 on June 11, 2014. Janet Meiburger was appointed as the Chapter 7 Trustee. AMERICAN ENERGY-PERMIAN: Moody's Cuts CFR to Caa1, Outlook Negative ------------------------------------------------------------------- Moody's Investors Service assigned a B1 rating to American Energy - Permian Basin, LLC's proposed offering of $295 million senior secured second lien notes due May 2020. Moody's also downgraded AEPB's Corporate Family Rating to Caa1 from B3, its Probability of Default Rating to Caa1-PD from B3-PD and its senior unsecured notes ratings to Caa2 from Caa1. AEPB's Speculative Grade Liquidity Rating was downgraded to SGL-4 from SGL-3 reflecting the tightness in company's liquidity. The ratings outlook was changed to negative from stable. The proceeds from the proposed second lien notes offering will be used primarily to repay drawings under AEPB's existing senior secured revolving facility. AEPB's assigned ratings are contingent upon the successful raising of approximately $295 million of second lien notes proceeds. "The second lien notes offering improves AEPB's interim liquidity, however the projected capital expenditures will continue to exert pressure on liquidity," said Sreedhar Kona, Moody's Senior Analyst. "AEPB's debt burden, which was already elevated, has worsened in the current commodity price environment and will require a significant improvement in the cashflow metrics to achieve a stable outlook." Assignments: Issuer: American Energy - Permian Basin, LLC -- US$295 million Senior Secured Second Lien Notes, Assigned B1 (LGD2) Rating Actions: -- Corporate Family Rating, Downgraded to Caa1 from B3 -- Probability of Default Rating, Downgraded to Caa1-PD from B3-PD -- Speculative Grade Liquidity Rating, Downgraded to SGL-4 from SGL-3 -- $350 million senior unsecured notes due 2019, Downgraded to Caa2 (LGD4) from Caa1 (LGD4) -- $650 million senior unsecured notes due 2020, Downgraded to Caa2 (LGD4) from Caa1 (LGD4) -- $600 million senior unsecured notes due 2021, Downgraded to Caa2 (LGD4) from Caa1 (LGD4) Outlook Actions: -- Outlook revised to Negative from Stable AEPB's Caa1 CFR reflects the company's elevated leverage relative to its cash flow and asset value, coupled with high on-going liquidity needs. Although AEPB continues to demonstrate strong execution ability with the average daily production of 17,100 boe per day in the first quarter 2015 (year-over-year growth of 114%), and proved developed reserves of approximately 29 million boe, the company's high leverage and limited financial flexibility pose a growing risk to its business profile. Moody's expects AEPB's leverage to be $90,000 per Boe and debt to proved developed reserves of $62 per Boe at the end of 2015. AEPB's proposed second lien notes are rated B1, three notches above AEPB's Caa1 CFR, reflecting their priority claim over the unsecured notes under Moody's Loss Given Default methodology. The unsecured notes are rated Caa2, which is one notch below the company's Caa1 CFR. This notching reflects the priority claim given to the senior secured revolving credit facility and the proposed second lien notes. AEPB's SGL-4 Speculative Grade Liquidity Rating reflects a weak liquidity profile over the next 12 months. Pro forma for the second lien notes issuance the company will have over $300 million of liquidity including cash and availability under its revolving credit facility. However, the company will need to rely heavily on external financing to fund its projected growth or to maintain the current level of production. Although the recent amendments to the Credit Agreement provide covenant relief in the near term, there is uncertainty around the company's ability to comply with the covenants in the longer team The negative rating outlook reflects the company's weak leverage metrics and the challenges to grow production with the projected liquidity. The outlook could return to stable if the liquidity improves significantly and leverage improves through greater cash flow or equity issuances. A downgrade is possible if the RCF/Debt ratio falls below 5% or if the company's liquidity worsens further to strain its ability to service debt. An upgrade in the near term is unlikely. AEPB will be considered for an upgrade if the company achieves substantial reduction of debt resulting in a more sustainable capital structure. RCF/Debt ratio approaching 15% combined with adequate liquidity could result in a ratings upgrade. 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. American Energy - Permian Basin, LLC Resources Corporation is an independent exploration and production (E&P) company focused on onshore oil and gas production in unconventional liquids-rich basins and fields. The company primarily operates in the central Midland Basin within the Permian Basin of west Texas and is headquartered in Oklahoma City, Oklahoma. AMERICAN ENERGY-WOODFORD: Moody's Rates New 2nd Lien Notes 'Caa3' ----------------------------------------------------------------- Moody's Investors Service assigned a Caa3 rating to American Energy -- Woodford, LLC's (AEW) proposed senior secured second lien notes due 2020. On May 26, AEW announced a proposed exchange offer of its outstanding $350 million in senior notes for new second lien notes, with up to $245 million of second lien notes to be issued if 100% of the senior noteholders accept the exchange offer. Moody's affirmed AEW's Caa2 Corporate Family Rating (CFR) and downgraded the existing senior notes to Ca from Caa3. Moody's also downgraded the Probability of Default Rating (PDR) to Ca-PD from Caa2-PD, reflecting the high probability of default in the near term in light of the company's proposed exchange offer. The ratings outlook was changed to stable from negative. AEW's assigned ratings are contingent upon successfully completing the proposed transactions, including the proposed exchange offer, $100 million in new sponsor equity proceeds and a new $140 million borrowing base credit facility. The ratings are subject to review of all final documentation related to these transactions. Moody's considers AEW's proposed exchange of unsecured debt for second lien debt as a distressed exchange for its senior unsecured debt, which is an event of default under Moody's definition of default. Moody's expects AEW's CFR to remain at Caa2 and the PDR to be revised to Caa2-PD at the close of the announced exchange. Moody's will also append this revised Caa2-PD PDR with an "/LD" designation indicating limited default at the close of the exchange, which will be removed three business days thereafter. Assignments: Issuer: American Energy -- Woodford, LLC -- US$245 million Senior Secured Second Lien Notes, Assigned Caa3 (LGD4) Rating Actions: -- Corporate Family Rating, Affirmed Caa2 -- Probability of Default Rating, Downgraded to Ca-PD from Caa2-PD -- Senior Unsecured Notes, Downgraded to Ca from Caa3 (LGD changed to LGD6 from LGD4) Outlook Actions: -- Outlook revised to Stable from Negative AEW is offering to exchange second lien notes for its existing senior notes at 70% of face value, including a 5% Early Participation Consideration. The second lien notes interest expense will be payable-in-kind (PIK) for three years and will mature in 2020. This transaction results in meaningful upfront debt reduction and reduced cash interest payments, however much of the debt reduction will be reversed by the end of 2016 because of planned negative free cash flow under its development program funded on the revolver and accrual of PIK interest. Moody's affirmed AEW's Caa2 CFR reflecting risks from AEW's still high financial leverage following the exchange, limited production volumes and reduced cash flows owing to low commodity prices. AEW's business plan has execution risk as it plans to outspend cash flow and ramp up capital expenditures, to grow its production from a small base. The company's leverage metrics, production volumes and retained cash flow metrics could improve over time if the business plan is effectively executed, which could lead to a more sustainable capital structure and positive ratings momentum. Pro forma for the transactions, AEW will have roughly $40 million in cash. AEW is also expected to have availability under an expected new $140 million borrowing base revolving credit facility. This credit facility is expected to mature in 2019. Financial covenants under the facility are expected to include EBITDAX / Cash Interest Expense of no less than 3.0x and Net First Lien Debt / EBITDAX of no more than 3.0x. AEW existing senior notes are rated Ca, which is two notches below the Caa2 CFR under Moody's Loss Given Default Methodology. This notching reflects the size of the potential priority claim given to the senior secured credit facility and the proposed second lien notes over the senior unsecured notes that remain outstanding, if any, following the exchange. The proposed second lien notes are rated Caa3, one notch below AEW's CFR, reflecting the credit facility's priority claim over the second lien notes. The stable outlook reflects the company's expected adequate liquidity upon completion of the proposed transactions. Ratings could be downgraded if the company's liquidity deteriorates or production volumes decline significantly. Ratings could be upgraded if production growth is achieved at competitive costs and retained cash flow to debt is sustained above 10%, combined with adequate liquidity. 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. ARCAPITA BANK: RA Holding Authorizes Sukuk Cert. Full Redemption ---------------------------------------------------------------- RA Holding Corp. on May 27 disclosed that it has authorized the redemption of all of the remaining $142.6 million of the outstanding sukuk certificates issued pursuant to the Second Amended Joint Plan of Reorganization of Arcapita Bank B.S.C.(c) (the "POR"). Upon the completion of the redemption, the Company will have redeemed all of the $550 million of the sukuk certificates issued pursuant to the POR, in addition to approximately $100 million of profit that had accrued on the certificates. The redemption of the sukuk certificates was made possible as a result of the Company having successfully exited, in 2015, its investments in Lusail Golf Development, PODS, Inc., Freightliner Group Limited, JJill and Honiton Energy. As the Company continues to monetize its remaining investments, it expects to be in a position to make distributions in connection with the Company's Class A Preferred Shares. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER TO PURCHASE OR A SOLICITATION OF AN OFFER TO SELL ANY SECURITIES About RA Holding Corp. RA Holding Corp. is the top level holding company in the group created pursuant to the plan of reorganization of Arcapita Bank B.S.C.(c) and certain affiliates under chapter 11 of the United States Bankruptcy Code. About Arcapita Bank Arcapita Bank B.S.C., also known as First Islamic Investment Bank B.S.C., along with affiliates, filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 12-11076) in Manhattan on March 19, 2012. The Debtors said they do not have the liquidity necessary to repay a US$1.1 billion syndicated unsecured facility when it comes due on March 28, 2012. Falcon Gas Storage Company, Inc., filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-11790) on April 30, 2012. Falcon Gas is an indirect wholly owned subsidiary of Arcapita that previously owned the natural gas storage business NorTex Gas Storage Company LLC. In early 2010, Alinda Natural Gas Storage I, L.P. (n/k/a Tide Natural Gas Storage I, L.P.), Alinda Natural Gas Storage II, L.P. (n/k/a Tide Natural Gas Storage II, L.P.) acquired the stock of NorTex from Falcon Gas for $515 million. Arcapita guaranteed certain of Falcon Gas' obligations under the NorTex Purchase Agreement. The Debtors tapped Gibson, Dunn & Crutcher LLP as bankruptcy counsel, Linklaters LLP as corporate counsel, Towers & Hamlins LLP as international counsel on Bahrain matters, Hatim S Zu'bi & Partners as Bahrain counsel, KPMG LLP as accountants, Rothschild Inc. and financial advisor, and GCG Inc. as notice and claims agent. Milbank, Tweed, Hadley & McCloy LLP represented the Official Committee of Unsecured Creditors. Houlihan Lokey Capital, Inc., served as its financial advisor and investment banker. Founded in 1996, Arcapita is a global manager of Shari'ah-compliant alternative investments and operates as an investment bank. Arcapita is not a domestic bank licensed in the United States. Arcapita is headquartered in Bahrain and is regulated under an Islamic wholesale banking license issued by the Central Bank of Bahrain. The Arcapita Group employs 268 people and has offices in Atlanta, London, Hong Kong and Singapore in addition to its Bahrain headquarters. The Arcapita Group's principal activities include investing on its own account and providing investment opportunities to third-party investors in conformity with Islamic Shari'ah rules and principles. The Arcapita Group had roughly US$7 billion in assets under management. On a consolidated basis, the Arcapita Group owns assets valued at roughly US$3.06 billion and has liabilities of roughly US$2.55 billion. The Debtors owe US$96.7 million under two secured facilities made available by Standard Chartered Bank. Arcapita explored out-of-court restructuring scenarios but was unable to achieve 100 percent lender consent required to effectuate the terms of an out-of-court restructuring. Subsequent to the Chapter 11 filing, Arcapita Investment Holdings Limited, a wholly owned Debtor subsidiary of Arcapita in the Cayman Islands, issued a summons seeking ancillary relief from the Grand Court of the Cayman Islands with a view to facilitating the Chapter 11 cases. AIHL sought the appointment of Zolfo Cooper as provisional liquidator. As reported in the TCR on Jun 19, 2013, the Bankruptcy Court for the Southern District of New York entered its Findings of Fact, Conclusions of Law, and Order confirming the Second Amended Joint Chapter 11 Plan of Reorganization of Arcapita Bank B.S.C.(c) and Related Debtors with respect to each Debtor other than Falcon Gas Storage Company, Inc. A copy of the Confirmed Second Amended Joint Plan (With First Technical Modifications) is available at: http://bankrupt.com/misc/arcapita.doc1265.pdf The effective date of the Debtors' Second Amended Joint Plan of Reorganization, dated as of June 11, 2013, occurred on Sept. 17, 2013. ARCHDIOCESE OF ST. PAUL: Selling Five Properties, No Offers Yet --------------------------------------------------------------- The Archdiocese of Saint Paul and Minneapolis has listed five properties with a combined assessed value of $10.6 million for sale, St. Paul Pioneer Press reports. Citing Tom Mertens, the Archdiocese's chief financial officer, Pioneer Press relates that the Archdiocese "would like to get the highest price available" and is asking interested buyers to make reasonable offers. Pioneer Press quoted Mr. Mertens as saying, "We certainly know that there's a need for cash, whether that be monies to be placed in a fund for victims or used in operations as we move through the (bankruptcy) process here." Pioneer Press states that the properties, which have not been listed with specific selling prices, include: -- the chancery and Archbishop's residence, 226 and 230 Summit Avenue; -- the Hayden Center, 328 W. Kellogg Boulevard; -- the Dayton Building and nearby vacant lot, 244 and 250 Dayton Avenue; and -- the Hazelwood property, 10310 295th St. W., Northfield, Minnesota. According to Pioneer Press, there have been no offers on the properties yet, and the Archdiocese is leaning more toward leasing a space than buying. 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. B&B ALEXANDRIA: Meeting of Creditors Set for June 23 ---------------------------------------------------- The meeting of creditors of B&B Alexandria Corporate Park TIC 10 LLC is set to be held on June 23, 2015, at 1:30 p.m., according to a filing with the U.S. Bankruptcy Court in Delaware. The meeting will be held at J. Caleb Boggs Federal Building, Room 2112, 844 King Street, in Wilmington, Delaware. The court overseeing the bankruptcy case of a company schedules the meeting of creditors usually about 30 days after the bankruptcy petition is filed. The meeting is called the "341 meeting" after the section of the Bankruptcy Code that requires it. A representative of the company is required to appear at the meeting and answer questions under oath. The meeting is presided over by the U.S. trustee, the Justice Department's bankruptcy watchdog. About B&B Alexandria B&B Alexandria Corporate Park TIC 10 LLC filed Chapter 11 bankruptcy petition (Bankr. D. Del. Case No. 15-11053) on May 14, 2015. The petition was signed by David H. Bralove, special member. The Debtor estimated assets and liabilities of $10 million to $50 million. Cross & Simon LLC serves as the Debtor's counsel. Judge Kevin J. Carey presides over the case. BATTLE CREEK: Meeting of Creditors Set for June 18 -------------------------------------------------- The meeting of creditors of Battle Creek Conservation Ventures LLC is set to be held on June 18, 2015, at 3:00 p.m., according to a filing with the U.S. Bankruptcy Court for the Central District of California. The meeting will be held at 21041 Burbank Blvd., #100, in Woodland Hills, California. The court overseeing the bankruptcy case of a company schedules the meeting of creditors usually about 30 days after the bankruptcy petition is filed. The meeting is called the "341 meeting" after the section of the Bankruptcy Code that requires it. A representative of the company is required to appear at the meeting and answer questions under oath. The meeting is presided over by the U.S. trustee, the Justice Department's bankruptcy watchdog. About Battle Creek Conservation Battle Creek Conservation Ventures, LLC, commenced a Chapter 11 bankruptcy case (Bankr. C.D. Cal. Case No. 15-11683) on May 13, 2015. Judge Maureen Tighe presides over the case. The Debtor estimated assets of $11 million and total liabilities of $9.3 million. BIRMINGHAM COAL: To Continue Business While in Chapter 11 --------------------------------------------------------- CanAm Coal Corp.'s Alabama based coal mining subsidiaries; Birmingham Coal & Coke Co., Inc ("BCC"), Cahaba Contracting & Reclamation, LLC ("CCR") and RAC Mining, LLC ("RAC") (collectively referred to as the "Alabama Subsidiaries") have filed voluntary petitions under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Northern District of Alabama. The Alabama Subsidiaries have mineral reserves, mining operations, coal properties and long term off-take contracts with customers in the northwestern region of Alabama. During the restructuring, the Alabama Subsidiaries will operate its businesses, continue customer shipments, continue to honor its obligations to its landowners and will continue to pay its employees in the normal course. "Over the past several years, the coal markets in the U.S. have faced a number of significant challenges, including increased environmental regulations and reductions in demand due to weaknesses in the U.S. and global economy and lower natural gas prices. This environment has created an extremely challenging financing environment as the Company attempted to refinance its existing debt obligations," stated Jos De Smedt, CanAm's Chief Executive Officer. "Additionally, weakness in the local thermal coal market in the fourth quarter of 2014 and the first quarter of 2015, combined with a cold and extremely wet winter that impacted the mining and shipment of coal, has continued to erode CanAm's cash position." CanAm plans to use the Chapter 11 process to undertake a financial restructuring and create a strong financial foundation for the company's future. "After careful consideration of all available alternatives, the boards of the respective companies determined that a Chapter 11 filing was a necessary and prudent step and the best way to maintain regular operations and allow for a successful restructuring," said Mr. Robert Lewis, President of CanAm, BCC and CCR. Jones Walker LLP is serving as legal counsel for the Alabama Subsidiaries and Borden Ladner Gervais LLP is serving as Canadian counsel for CanAm. The Company is also reporting that it has received a notice of default from Christian & Small Attorneys who are representing certain holders of the Company's 9.5% Unsecured 2016 Debentures and 12% Secured 2018 Debentures (collectively referred to as the "Debentures"). In accordance with the terms of the Debentures, the entire principal of all Debentures becomes immediately due and payable upon default. The Company is currently reviewing the notice of default. In addition, the Company has received a demand for payment notice for an outstanding related party loan in the amount of $750,000 that was advanced on November 5, 2014. The Company is currently reviewing the notice of demand for payment. 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. BLUE BIRD: S&P Retains 'B' Corp. Credit Rating, Outlook Stable -------------------------------------------------------------- Standard & Poor's Ratings Services revised its recovery rating on Fort Valley, Ga.-based school bus manufacturer Blue Bird Body Co.'s senior secured credit facility, consisting of a $60 million senior secured revolver due 2019 and a $235 million senior secured term loan due 2020, to '3' from '4'. The '3' recovery rating indicates S&P's expectations of meaningful (50%-70%; lower end of the range) recovery in the event of a payment default. The revision reflects the company's lower overall debt claims at the simulated year of default. "Our 'B' corporate credit rating and stable outlook on Blue Bird remain unchanged. The stable outlook reflects our belief that Blue Bird will be able to sustain its operating performance at current levels over the next year, in light of positive industry trends. We could lower our ratings on Blue Bird within the next 12 months if the company's prospects reverse, potentially due to negative market trends or increased competitive pressure. We could also downgrade the company if it declares a large debt-financed distribution to its shareholders that raises its leverage well beyond 5x and causes its free operating cash flow-to-debt ratio to fall below 5%. Although not likely in the next 12 months, we could raise our rating on the company if its ownership changes such that we no longer consider it to be controlled by its financial sponsors and we believe that management will be committed to less aggressive financial policies going forward," S&P said. RATINGS LIST Blue Bird Body Co. Corporate Credit Rating B/Stable/-- TO FROM Ratings Affirmed; Recovery Band Revised Blue Bird Body Co. Senior Secured Credit Facility B B Recovery Rating 3L 4H BPZ RESOURCES: Reports $19.8-Mil. Net Loss in Q1 of 2015 -------------------------------------------------------- BPZ Resources, Inc., filed its quarterly report on Form 10-Q, disclosing a net loss of $19.8 million on $11.3 million of revenue for the three months ended Mar. 31, 2015, compared with a net loss of $3.57 million on $21.0 million of revenue for the same period last year. The Company's balance sheet at Mar. 31, 2015, showed $275 million million in total assets, $223 million in total liabilities, and stockholders' equity of $14.2 million. The severe downturn in the economic climate for the oil and gas industry, increased capital costs and debt service costs for the industry, combined with experiencing less-than-expected operating performance in Block Z-1, have placed an extreme strain on the Company’s cash flow from operations. This has resulted in the inability of the Company to meet its debt obligations, and has made it exceptionally difficult for the Company to obtain reasonable financing. As a result of these events, the Company had to explore restructuring alternatives, which culminated in BPZ Resources, Inc. filing for voluntary reorganization under Chapter 11 of the Bankruptcy Code during the first quarter of 2015. Because of the risks and uncertainties associated with the Chapter 11 case, the Company cannot predict or quantify the ultimate impact that events occurring during the Chapter 11 case will have on its business, financial condition and results of operations, and there is no certainty as to its ability to continue as a going concern. A copy of the Form 10-Q is available at: http://is.gd/SkEgg8 About BPZ Resources BPZ Energy -- http://www.bpzenergy.com/-- which trades as BPZ Resources, Inc., under ticker symbol BPZ on the New York Stock Exchange and the Bolsa de Valores in Lima, is an independent oil and gas exploration and production company which has license contracts covering 1.9 million net acres in offshore and onshore Peru. BPZ Resources maintains an office in Victoria, Texas, and through its subsidiaries maintains offices in Lima and Tumbes, Peru, and Quito, Ecuador. BPZ Resources sought Chapter 11 protection (Bankr. S.D. Tex. Case No. 15-60016) in Victoria, Texas, on March 9, 2015. The case is pending before the Honorable David R. Jones. The Debtor has tapped Stroock & Stroock & Lavan LLP as bankruptcy counsel, Hawash Meade Gaston Neese & Cicack LLP, as local Texas counsel, Houlihan Lokey Capital, Inc., as investment banker, Baker Hostetler, as the audit committee's special counsel; and Kurtzman Carson Consultants as claims and noticing agent. The Debtor disclosed total assets of $364 million and debt of $275 million. The U.S. trustee overseeing the Chapter 11 case of BPZ Resources Inc. appointed five creditors of the company to serve on the official committee of unsecured creditors. CAESARS ENTERTAINMENT: Aims to Restore Retirement Payments ---------------------------------------------------------- Howard Stutz at the Las Vegas Review-Journal reports that Tim Donovan, the general counsel for Caesars Entertainment Corp., told the Nevada Gaming Commission that the Company was going through a process to determine how Caesars Entertainment Operating Company, Inc., can restore lost retirement and deferred compensation payments to current and former workers. Caesars Entertainment, Review-Journal recalls, halted some $78.6 million in monthly payments in January 2015 when it filed for bankruptcy for its largest operating unit. According to the report, Caesars explained in March 2015 that the payments were stopped because, under bankruptcy law, a company in Chapter 11 can't separate supplemental retirement plans from other unsecured creditors. The report adds that the Nevada gaming regulators chastised the company in March after several of the workers who lost their monthly checks publicized their plight. Review-Journal relates that payments to workers in two of five deferred compensation plans were resumed this month when it was determined the parent company was partially liable for those funds. The company restored monthly payments to roughly 88% of the current retirees, primarily those who were part of two deferred compensation plans for executives and directors, Review-Journal states, citing Mr. Donovan. Payments also resumed for six individuals "who had contracts" with Caesars, the report says. 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. CAESARS ENTERTAINMENT: Studying Restoration of Retirement Payments ------------------------------------------------------------------ Howard Stutz, writing for Las Vegas Review-Journal, reported that the general counsel for Caesars Entertainment Corp. told the Nevada Gaming Commission the casino company was going through a “painstaking” process to determine how its bankrupt division can restore lost retirement and deferred compensation payments to current and former employees. According to the report, the issue came up during a routine suitability finding for one of Caesars’ executives. Caesars halted some $78.6 million in monthly payments in January when it filed a Chapter 11 bankruptcy for its largest operating unit, the report related. In May, the company resumed payments to workers in two of five deferred compensation plans when it was determined the parent company was partially liable for those funds, the report said. 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. CBRE SERVICES: S&P Raises Rating on Sr. Unsecured Notes From 'BB+' ------------------------------------------------------------------ Standard & Poor's Ratings Services said it raised its issue rating on CBRE Services Inc.'s senior unsecured notes, which include $425 million notes due 2023 and $800 million notes due 2025, to 'BBB-' from 'BB+'. S&P also affirmed the 'BBB-' issuer credit rating on CBRE. The outlook remains positive. Embedded in CBRE's current credit agreement is a provision that, upon the company reaching investment-grade status -- and maintaining that status for 90 days -- at both Moody's and Standard & Poor's, the collateral package supporting the senior secured bank facilities can be removed at the request of the company, with at least two weeks notice. On Dec. 11, 2014, Standard & Poor's raised its issuer credit rating on CBRE to 'BBB-'. Approximately three months later the company achieved the same transition into investment-grade territory at Moody's. The 90-day requirement will be met on June 9, 2015. S&P is aware that the company has made a formal request to the bank group to release the collateral, with the required two-week notice. In addition, the company requested that the bank lenders remove from the credit agreement a provision that required the reinstatement of the collateral pledge requirement if eitherof the two rating agencies were to lower the their issuer credit rating on the company to below investment grade. "Our assessment of this repledge requirement is that it would have created a subordinate debt instrument at a time, potentially, when noteholders would arguably need more protection, not less," said Standard & Poor's credit analyst Richard Zell. "However, CBRE has received the necessary approvals to amend the credit agreement, removing the repledge requirement, resulting in a debt structure where noteholders are paripassu with bank lenders. As such, we rate the debt at the same level as the issuer credit rating," said Mr. Zell. The positive outlook on CBRE reflects S&P's expectation that the integration of Global Workplace Solutions, set to close during the second half of 2015, into CBRE will be executed successfully and that during the quarters following the proposed acquisition, which will result in increased debt, leverage will decline. S&P could raise the rating on the company if CBRE maintains its conservative approach to financial management, as evidenced by a reduction in leverage during the next 12-24 months, and successfully executes the integration of GWS, resulting in an increase in recurring revenue. S&P's rating on CBRE currently includes an "unfavorable" peer assessment, reflecting the company's historical approach to leverage usage. If S&P chooses to raise its rating on CBRE, it would likely be the result of an increase in S&P's confidence of CBRE's commitment to a lower leverage profile, in which case S&P would remove the "unfavorable" peer assessment. S&P could lower the rating if the company increases its leverage substantially to finance a large acquisition or shareholder payout, or if its performance unexpectedly deteriorates. For instance, S&P would likely lower the rating if it expects the company's leverage to rise above 3x on a sustained basis. CEDAR BAY GENERATING: S&P Hikes Rating on $250MM Debt to 'BB+' -------------------------------------------------------------- Standard & Poor's Ratings Services raised its rating to 'BB+' from 'BB' on Cedar Bay Generating Co. L.P.'s $250 million senior secured first-lien term loan B facility. The outlook is stable. "The raised rating reflects our view of the project's recent low levels of dispatch," said Standard & Poor's credit analyst Ben Macdonald. "The lower dispatch translates to a larger-than-forecast cash sweep and higher debt service coverage," Mr. Macdonald added. Cedar Bay owns and operates a 250 megawatt (MW) coal-fired circulating fluidized bed (CFB) cogeneration facility located in Jacksonville, Fla. The project provides capacity and dispatchable energy under a long-term power purchase agreement (PPA) with Florida Power & Light Co. (FPL). Under a long-term power purchase agreement that runs through Jan. 31, 2025. The project also provides steam under a contract with RockTenn CP LLC through January 2025. CELLCEUTIX CORP: Discloses $2.9-Mil. Net Loss in First Quarter -------------------------------------------------------------- Cellceutix Corporation filed its quarterly report on Form 10-Q, disclosing a net loss of $2.9 million on $nil of revenues for the three months ended Mar. 31, 2015, compared with a net loss of $2.33 million on $nil of revenue for the same period last year. The Company's balance sheet at Mar. 31, 2015, showed $17.1 million in total assets, $7.31 million in total liabilities, and stockholders' equity of $9.76 million. At March 31, 2015, Cellceutix had $10.8 million in cash and cash equivalents. It has expended substantial funds on the research and development of product candidates. The Company's net losses incurred for the nine months ended March 31, 2015 and 2014, amounted to $10.0 million and $4.91 million, respectively, and has a working capital of approximately $4.12 million at March 31, 2015 and a working capital (deficit) of approximately ($4.09 million) at June 30, 2014. In view of these matters, the ability of the Company to continue as a going concern is dependent upon its ability to generate additional financing. A copy of the Form 10-Q is available at: http://is.gd/hMbEUo Cellceutix Corporation is developing small molecule therapies to treat diseases particularly in the areas of cancer and inflammatory disease. The Company's product, Kevetrin(TM) is undergoing clinical trials at Harvard Cancer Centers' Dana-Farber Cancer Institute and Beth Israel Deaconess Medical Center. CEQUEL COMMUNICATIONS: S&P Affirms 'B-' Sr. Unsecured Notes Rating ------------------------------------------------------------------ Standard & Poor's Ratings Services affirmed its 'B-' issue-level rating on St. Louis-based cable operator Cequel Communications Holdings I LLC's senior unsecured notes due 2020 and 2021, and removed the ratings from CreditWatch, where S&P originally placed them with negative implications on May 20, 2015. The removal of the CreditWatch listing reflects S&P's opinion that the issue-level ratings on this debt will be no lower than 'B-' in the event that Altice S.A.'s acquisition of the company is completed. S&P's 'B+' corporate credit rating for Cequel remains on CreditWatch with negative implications until S&P has clarity that the deal will close. If the transaction closes, the issue-level rating on the unsecured notes will remain 'B-' and S&P will revise the recovery rating on this debt to '5' from '6'. This outcome is consistent with the preliminary ratings on the $300 million of proposed senior notes due 2025. In this case, the corporate credit rating on Cequel will be lowered to 'B' from 'B+', as previously stated in S&P's May 26 release on Altice US Holding I S.ar.l. In the event that the transaction doesn't close, S&P will raise the issue-level rating on Cequel's unsecured notes to 'B+' from 'B-' and revise the recovery rating on this debt to '3' from '6'. Under this scenario, S&P expects the corporate credit rating on Cequel will remain 'B+'. In either case, the revised recovery ratings reflect an increased net enterprise value for Cequel under S&P's hypothetical default scenario of $4.7 billion. Using this revised valuation assuming the deal closes, under the proposed capital structure (which includes $1.1 billion of new senior secured notes due 2023, $300 million of senior unsecured notes due 2025, and $320 million senior holding company notes due 2025) the recovery ratings on the senior unsecured debt will be '5', reflecting S&P's expectation of modest (10%-30%; higher half of the range) recovery for lenders in the event of a payment default. Assuming the deal does not close, applying this same valuation to the existing capital structure at Cequel will result in a revision of the recovery rating on the unsecured debt to '3', indicating S&P's expectation for meaningful (50%-70%; higher half of the range) recovery for lenders in the event of a payment default. S&P will continue to monitor developments around the proposed acquisition. RATINGS LIST Cequel Communications Holdings I LLC Corporate Credit Rating B+/Watch Neg/-- Affirmed; CreditWatch Action To From Cequel Communications Holdings I LLC Cequel Capital Corp. Senior Unsecured B- B-/Watch Neg Recovery Rating 6 6 CIRRUS LOGIC: S&P Assigns 'BB' Rating on $250MM Facility Due 2017 ----------------------------------------------------------------- Standard & Poor's Ratings Services assigned a 'BB' issue-level rating to Austin, Texas-based Cirrus Logic Inc.'s $250 million revolving credit facility due 2017. The '1' recovery rating indicates S&P's expectation for very high recovery (90% to 100%) in the event of payment default. The existing 'B+' corporate credit rating and the debt ratings on Cirrus Logic Inc. were affirmed on May 28. The outlook is stable. "The rating reflects our view of Cirrus' "vulnerable" business risk profile reflecting its high customer concentration and narrow product focus, despite strong recent performance, as well as the successful acquisition of Wolfson Microelectronics during the previous fiscal year," said Standard & Poor's credit analyst Minesh Shilotri. The financial risk profile of "intermediate" incorporates S&P's view of Cirrus' moderate adjusted leverage offset by S&P's expectation for potential volatility during periods of stress given its heavy reliance on a top customer. S&P views Cirrus' business risk profile as "vulnerable." During fiscal 2015, ended March 31, more than 80% of the company's revenues were generated from its audio products. This segment is typically characterized by a high degree of volatility, reflecting rapid product cycles and volatile product demand. Apple's share of Cirrus' total revenue accounted for about 72% during the company's fiscal year, leaving the company's operating performance highly vulnerable to any reduction in orders, as well as to continued pricing pressure despite the strong growth in recent quarters. "While the Wolfson acquisition has diversified its customer base and has added a new tier 1 customer in Samsung Electronics, which now represents 15% of Cirrus' revenues, it does not diversify the company's product portfolio, in our opinion," added Mr. Minesh. "On the other hand, Cirrus parts have now been designed into Apple products for multiple generations, which speaks to its ability to deliver at scale and meet Apple's quality standards." Cirrus Logic's non-audio products, which include its energy and industrial products, account for less than 20% of its total revenues. The company also has opportunities in the automotive space, which could diversify its revenue base. At this point, however, Cirrus is primarily an audio codec company focused on the highly competitive consumer electronics market. COFFEE REGIONAL: S&P Affirms 'BB-' Rating on $28.4MM Revenue Bonds ------------------------------------------------------------------ Standard & Poor's Ratings Services revised its outlook to stable from negative and affirmed its 'BB-' long-term rating on Coffee County Hospital Authority, Ga.'s $28.4 million series 2004 hospital revenue refunding bonds, issued for Coffee Regional Medical Center Inc. (CRMC). "The stable outlook reflects our view of CRMC's improved operations, as seen in reduced losses in fiscal 2014, and what appears to be a true turnaround thus far in fiscal 2015 year to date," said Standard & Poor's credit analyst Kevin Holloran. "The new management team is expected to continue implementation of cost control initiatives, which should return CRMC's operations to better than break even on a consistent basis." The 'BB-' rating reflects S&P's assessment of the medical center's: -- Negative financial performance for an extended period; -- Very low maximum annual debt service coverage; -- Inherent risks associated with operating a smaller, more rural-based facility; -- High reliance on key admitting physicians; -- Leading business position in its primary service area as the only acute-care provider in Coffee County; -- Stabilized unrestricted reserve levels; and -- New management, who S&P believes has the opportunity to bring a new focus to the medical center. COMMSCOPE TECHNOLOGIES: Moody's Rates New Unsecured Notes at B2 --------------------------------------------------------------- Moody's Investors Service assigned a B2 rating to the proposed senior unsecured note offering by CommScope Technologies LLC, and assigned Ba2 ratings to the proposed incremental term loan B and senior secured note issuances of CommScope, Inc. Moody's also affirmed CommScope Holding Company, Inc's B1 corporate family rating and B1-PD probability of default rating. Proceeds from the issuances are being used to fund the acquisition of TE Connectivity's Broadband Network Solutions (BNS) business, as well as repay a portion of the existing first lien term loan facility. The outlook remains positive. The B1 corporate family rating reflects CommScope's high leverage levels particularly given the frequency and severity of downturns in the connectivity industry and challenges in predicting carrier spending patterns. Leverage pro forma for the BNS transaction is estimated at over 5x but expected to decline towards 4x over the next few years barring significant cutbacks in carrier spending. The B1 rating also reflects the company's leading positions across multiple end-markets including carrier based antenna systems, small-cell distributed antenna systems, structured cabling systems, coaxial cable systems, and fiber optic cabling and connectivity solutions. After completing the recently announced acquisition of TE's BNS business, CommScope will be similar in scale to connectivity peers Molex and Amphenol. However, CommScope's revenues are concentrated in the wireless carrier business, which can be impacted by inherent large fluctuations in telecom carrier build-out and upgrade spending. Although performance in this and other key end markets is difficult to predict, CommScope has good cash flow generating capabilities in up and down markets. While the business is cyclical, revenues are expected to grow organically at 2% to 4% over the next several years, driven by strength in its higher margin wireless products segment. Though Carlyle's ownership has declined to below 50%, Carlyle continues to control the board and may drive more aggressive policies than a non-controlled company with a fully independent board. CommScope is expected to have very good liquidity as reflected in the SGL-1 rating based on cash on hand (approximately $450 million expected upon closing of the transaction), a $550 million revolver and expectations of strong free cash flow over the next year. The positive ratings outlook reflects the expectation that CommScope will focus on paying down debt over the next several years and refrain from additional large acquisitions until the network solutions business is integrated. The ratings could be downgraded if leverage is expected to remain above 5.5x on other than a temporary basis. While the rating accommodates the cyclical nature of the industry, ratings could be downgraded due to a significant deterioration in CommScope's core businesses or loss of market share. The ratings could be upgraded if the company successfully integrates TE Connectivity's broadband network solutions business and leverage is on track to get to 4x. Though an upgrade is not contingent on CommScope instituting a Board with majority representation by independent directors, it would be considered a positive from a corporate governance perspective. Assignments: Issuer: CommScope Technologies LLC -- Senior Unsecured Regular Bond/Debenture, Assigned B2 (LGD5) Issuer: Commscope, Inc. -- Senior Secured Regular Bond/Debenture, Assigned Ba2 (LGD2) -- Senior Secured Bank Credit Facility,Assigned Ba2 (LGD2) Affirmations: Issuer: CommScope Holding Company, Inc. -- Corporate Family Rating, Affirmed B1 -- Probability of Default Rating, Affirmed B1-PD -- Speculative Grade Liquidity Rating, Affirmed SGL-1 -- Senior Unsecured Regular Bond/Debenture, Affirmed B3 (LGD6) Issuer: Commscope, Inc. -- Senior Secured Bank Credit Facility, Affirmed Ba2 (LGD2) -- Senior Unsecured Regular Bond/Debentures, Affirmed B2 (LGD4) Outlook Actions: Issuer: CommScope Holding Company, Inc. -- Outlook, Remains Positive The principal methodology used in these ratings was Global Manufacturing Companies published in July 2014. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. CommScope Holding Company, Inc., headquartered in Hickory, North Carolina, is a leading global provider of connectivity and infrastructure solutions targeted towards the wireless industry, cable, and telecom service providers as well as the enterprise market. CONYERS 138: Seeks Dismissal of Chapter 11 Case ----------------------------------------------- Conyers 138, LLC, filed a motion asking the U.S. Bankruptcy Court for the Northern District of Georgia, Atlanta Division, to dismiss its Chapter 11 case. According to Evan M. Altman, Esq. at the Law Offices of Evan M. Altman, Esq., in Atlanta, Georgia, the Debtor filed the Chapter 11 case to prevent a foreclosure sale by OHN1, LLC, from occurring on the Debtor's property located in College Park, Georgia. OHN1 holds the first security position in the Property. Mr. Altman tells the Court that once OHN1 forecloses against the Property, there would most likely be no monies available for a distribution to unsecured creditors. Accordingly, the dismissal of the Chapter 11 case will not prejudice creditors, Mr. Altman asserts. Mr. Altman further asserts that it will be in the best interest of justice to allow the case to be dismissed and for the creditors to be paid outside of bankruptcy. The Motion is scheduled for hearing on June 10, 2015 at 11:00 am. The Debtor is represented by: Evan M. Altman, Esq. THE LAW OFFICES OF EVAN M. ALTMAN, ESQ. Northridge 400 8325 Dunwoody Place Building Two Atlanta, GA 30350 Tel: (770)394-6466 About Conyers 138 Conyers 138, LLC, filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ga. Case No. 14-73659) in Atlanta, Georgia, on Dec. 1, 2014, without stating a reason. The Law Offices of Evan M. Altman, Esq.,  in Atlanta, serves as the Debtor's counsel. The Debtor, in its amended schedules, disclosed $11,706,197 in assets and $3,365,277 in liabilities as of the Chapter 11 filing.  CORINTHIAN COLLEGES: Student Committee Wants Court to Enforce Stay ------------------------------------------------------------------ The student committee at the Corinthian Colleges bankruptcy case will ask the Bankruptcy Court to order an automatic stay that puts all the debts on hold so the court can decide who's responsible for repaying the federal loans, Karen Weise and Janet Lorin, writing for Bloomberg.com, report, citing Scott Gautier, a bankruptcy lawyer at Robins Kaplan who's part of a team representing Corinthian Colleges students. Bloomberg.com quoted Mr. Gautier as saying, "Our premise is that if in fact there was a pattern and scheme of misrepresentation, is this really an obligation of Corinthian to return this money to the government?" Citing Mr. Gautier, the report states that the school had $19.2 million in assets when it filed for bankruptcy, making it "doubtful there will ever be enough money in the estate to make the students whole." About Corinthian Colleges Corinthian Colleges, Inc., Pegasus Education, Inc., and 23 affiliated entities filed voluntary Chapter 11 petitions (Bankr. D. Del. Lead Case No. 15-10952) on May 4, 2015. The Chapter 11 petitions are being jointly administered under the caption In re: Corinthian Colleges, Inc. et al., Case No. 15-10952 (KJC). The cases are assigned to Judge Kevin J. Carey. Corinthian Colleges, Inc., was founded in February 1995, and through acquisitions became one of the largest for-profit post-secondary education companies in the United States and Canada. Corinthian Colleges, which in 2014 had more than 100 campuses all over the U.S. and Canada, sought bankruptcy protection to complete an orderly wind down of its operations. The Debtors tapped Richards, Layton & Finger, P.A., as counsel; FTI Consulting, Inc., as restructuring advisors; and Rust Consulting/Omni Bankruptcy as claims and noticing agent. Corinthian Colleges disclosed total assets of $19.2 million and total liabilities of $143.1 million in its petition. CRESCENT HOLDINGS: S&P Affirms 'B-' CCR, Outlook Stable ------------------------------------------------------- Standard & Poor's Ratings Services said it affirmed its 'B-' corporate credit rating on Crescent Holding LLC and its subsidiaries and coissuers, Crescent Communities LLC and Crescent Ventures Inc. The outlook is stable. S&P also revised its recovery rating on Crescent's $425 million senior secured notes due 2017 to '1' from '3'. The '1' recovery rating indicates S&P's expectation for a very high (90%-100%) recovery in the event of a default and results in an issue-level rating of 'B+' (two notches higher than the corporate credit rating on Crescent). Crescent is a real estate development company that develops residential and multifamily communities and commercial projects and manages land holdings primarily in southeast, southwest, and mid-Atlantic markets. The privately held company is owned by financial sponsors and does not file public financial statements. "The stable rating outlook on Crescent reflects our view that fundamentals in its single-family housing markets are rebounding and also our expectation that multifamily fundamentals will remain favorable over the next year," said Standard & Poor's credit analyst Pablo Garces. "We assume that between cash on hand and additional borrowings, the company will be able to fund its ambitious planned development spending." S&P would lower its rating on Crescent if, contrary to its current expectations, liquidity became constrained due to weaker-than-anticipated sales volume and pricing or more-aggressive-than-anticipated capital spending. Failure to comply with covenants under borrowing agreements could also trigger a reassessment. S&P sees the possibility of an upgrade of Crescent as unlikely over the next 12 months. Longer term, S&P believes an upgrade would require the company to reduce debt to EBITDA to less than 5x on a sustained basis, through some combination of debt reduction or growth in EBITDA. Furthermore, S&P would have to gain confidence that the company and its private equity sponsors would maintain leverage at this level going forward. CYTORI THERAPEUTICS: Reports $22.0-Mil. Net Loss in Q1 of 2015 -------------------------------------------------------------- Cytori Therapeutics filed its quarterly report on Form 10-Q, disclosing a net loss of $22.0 million on $902,000 of revenue for the three months ended Mar. 31, 2015, compared with a net loss of $10.4 million on $1.03 million of revenue for the same period last year. The Company's balance sheet at Sept. 30, 2014, showed $37.1 million million in total assets, $60.2 million in total liabilities, and a stockholders' deficit of $23.2 million. KPMG LLP previously expressed substantial doubt about the Company's ability to continue as a going concern, citing that the Company has recurring losses from operations, liquidity position, and debt service requirements. A copy of the Form 10-Q is available at: http://is.gd/xeR4Ae About Cytori Based in San Diego, California, Cytori Therapeutics (NASDAQ: CYTX) -- http://www.cytori.com/-- is an emerging leader in providing patients and physicians around the world with medical technologies, which harness the potential of adult regenerative cells from adipose tissue. The Company's StemSource(R) product line is sold globally for cell banking and research applications. DAE AVIATION: Moody's Puts Ratings Under Review for Downgrade ------------------------------------------------------------- Moody's Investors Service placed the ratings of DAE Aviation Holdings, Inc. ("StandardAero"), including its B2 Corporate Family and B2-PD Probability of Default ratings, under review for downgrade following Dubai Aerospace Enterprise ("DAE") Ltd.'s announcement that it signed a definitive agreement to sell StandardAero to an affiliate of Veritas Capital. StandardAero is a provider of aircraft engine maintenance, repair and overhaul ("MRO") and aircraft completion services. On Review for Downgrade: -- Corporate Family Rating, Placed on Review for Downgrade, currently B2 -- Probability of Default Rating, Placed on Review for Downgrade, currently B2-PD -- $590 million first lien senior secured term loan B (aggregate of Tranche B1 and Tranche B2) due 2018, Placed on Review for Downgrade, currently, B1 (LGD-3) -- $250 million second lien term loan due 2019, Placed on Review for Downgrade, currently, Caa1 (LGD-5) Outlook Actions: -- Outlook, Changed To Ratings Under Review from Stable Although transaction terms have not been disclosed, the ratings have been put under review down due to Moody's expectation that the proposed private equity transaction would result in a more highly levered capital structure. For the last twelve month period ended March 31, 2015, DAE's debt/EBITDA totaled approximately 5.0x (including Moody's standard lease adjustments). The ratings consider that any potential acquisition-related debt would pressure the current ratings. The review will consider the final capital structure and portion of purchase price financed with debt. According to DAE's announcement, the transaction is expected to allow StandardAero to focus on organic and inorganic growth opportunities. Moody's review of the ratings will focus primarily on the financial leverage and the capital structure that will result from the sale to Veritas Capital, as well as ongoing operating trends at StandardAero. Moody's will also evaluate current and projected operating performance. Moody's expects to withdraw the existing credit facility ratings if the facilities are redeemed as part of the transaction. The principal methodology used in these ratings was Global Aerospace and Defense Industry published in April 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. DAE Aviation Holdings, Inc. ("DAE") is a leading provider of aircraft engine maintenance, repair and overhaul ("MRO") and aircraft completion and modification services to the commercial, business, military and general aviation industries. Annual revenues total $1.7 billion, with approximately 80% of revenues generated in North America. DAE is headquartered in Tempe, Arizona and is wholly-owned by Dubai Aerospace Enterprises LTD ("DAE Dubai"). DENVER PARENT: Moody's Cuts CFR to 'Ca', Outlook Negative --------------------------------------------------------- Moody's Investors Service downgraded Denver Parent Corporation's (DPC) Corporate Family Rating to Ca from Caa2 and revised the Probability of Default Rating to Ca-PD/LD from Caa2-PD. Moody's also downgraded DPC's senior unsecured rating to C from Ca, and its operating subsidiary, Venoco, Inc.'s (Venoco) senior unsecured notes rating to Ca from Caa2. Speculative Grade Liquidity Rating of SGL-4 at DPC remains unchanged. The rating outlook remains negative. Moody's considers Venoco's debt exchange that closed in April, 2015 as a distressed exchange for its senior unsecured debt, which is an event of default under Moody's definition of default. The company exchanged $194 million of unsecured debt (out of the total $500 million originally issued) due February 2019 for $150 million of new second lien notes due February 2019. Moody's expect Venoco to consummate further exchanges as it seeks to manage its untenable capital structure. Moody's appended DPC's revised Ca-PD PDR with an "/LD" designation indicating limited default, which will be removed after three business days. DPC and Venoco completed a series of other financing transactions in April in addition to the debt exchange. Venoco issued $175 million first lien secured notes due 2019, $150 million second lien term loan due 2019, and $75 million cash collateralized term loan due October 2015. Proceeds were used to repay $71.4 million outstanding under Venoco's revolver which was then terminated. Following these financings, DPC's consolidated debt went up by approximately $138 million. DPC's Ca CFR reflects its very high consolidated financial leverage following the debt exchange, modest production and proved reserve scale, weak capital efficiency, geographic concentration and the inherent execution risks related to its offshore California operations. DPC's debt-to-average daily production metric exceeds $100,000 per barrel of oil equivalent (boe) per day and debt-to-proved developed (PD) reserves figure is expected to exceed $30 per boe over the next 12 months. DPC's rating also reflects the elevated risk that the company will find difficulty growing out of its levered capital structure as reduced capital expenditures budgeted for 2015 and lower commodity prices will impact production and EBITDA. DPC and Venoco have weak liquidity, as indicated by DPC's SGL-4 Speculative Grade Liquidity rating. Although the company likely has a sizeable cash balance following the recent financings, the new $75 million term loan matures in October and DPC could generate weak cash flows during the remainder of 2015 if the commodity prices remain weak. They had a cash balance of around $8 million as of March 31, 2015 and do not have a revolving credit facility. The revolver was terminated upon close of the debt exchange transaction in April 2015. If the term loan is successfully refinanced, liquidity would be enhanced somewhat. The C rating on DPC's $285 million senior PIK notes reflects the subordination to Venoco's $75 million term loan, $175 milion first lien notes, $150 million second lien notes, and $308 million remaining senior unsecured notes. The size of the debt ahead of the DPC notes in the capital structure results in the DPC notes being notched below the Ca CFR under Moody's Loss Given Default Methodology. The Ca rating on Venoco's remaining $308 million senior unsecured notes reflects the subordination to the secured debt at Venoco and the seniority to the DPC PIK notes. The subordination to the secured debt and seniority to the DPC PIK notes results in Venoco's outstanding senior unsecured notes being rated at the Ca CFR under Moody's Loss Given Default Methodology. The negative outlook reflects the assumption that leverage will remain at unsustainably high levels, and further debt exchanges are likely to happen. For consideration of an upgrade, DPC and Venoco would need to substantially reduce financial leverage and improve operating performance and liquidity. The rating could be downgraded if asset value further erodes. 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. Denver Parent Corporation/Venoco, Inc. is an independent E&P company headquartered in Denver, Colorado. DEWEY & LEBOEUF: Got Stuck in Debt Cycle, Ex-Partner Says --------------------------------------------------------- Sara Randazzo, writing for The Wall Street Journal, reported that a former partner at Dewey & LeBoeuf LLP testified the firm got caught in a never-ending debt cycle after the economic downturn, shedding light on how the once-august legal outfit spiraled into bankruptcy. According to the report, during testimony in a criminal trial against Dewey’s three former leaders, former high-level partner Jane Boisseau told a jury that once Dewey failed to meet its compensation targets in 2008, it started a system of borrowing from the next year to pay debts owed from the prior one. In 2010, for instance, $145 million in “bonuses” were paid to key partners to make up for failed promises from 2009, the Journal said, citing a series of exhibits projected on a large screen in the courtroom in downtown Manhattan. 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. DIGERATI TECHNOLOGIES: Has $1.85-Mil. Net Loss in Jan. 31 Quarter ----------------------------------------------------------------- Digerati Technologies, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q, disclosing a net loss of $1.85 million on $96,000 of total operating revenues for the three months ended Jan. 31, 2014, compared with a net income of $2.66 million on $211,000 of total operating revenues for the same period in the prior year. The Company's balance sheet at Jan. 31, 2014, showed $76.8 million in total assets, $82.1 million in total liabilities, and a stockholders' deficit of $5.21 million. Digerati has incurred net losses and has accumulated a deficit of approximately $80.4 million and a working capital deficit of approximately $5.14 million which raises substantial doubt about Digerati's ability to continue as a going concern. A copy of the Form 10-Q is available at: http://is.gd/SY0Hqz Digerati Technologies, Inc., through its subsidiary, provides a range of cloud-based services to global businesses. The Company offers fully hosted IP/PBX services, IP trunking, VoIP transport and other customized VoIP solutions for specialized applications. DILLARD'S INC: Moody's Withdraws 'Ba1' CFR and PDR Ratings ---------------------------------------------------------- Moody's Investors Service upgraded Dillard's Inc. senior unsecured rating to Baa3 from Ba2. The company's Ba1 Corporate Family Rating and Ba1-PD probability of default rating were withdrawn, as well as its SGL-1 Speculative Grade Liquidity rating. The rating outlook is stable. All ratings actions are detailed below. "The senior unsecured rating upgrade to Baa3 from Ba2 recognizes Dillard's move to an unsecured capital structure and the expectation that the company will maintain a commitment to an investment grade financial profile. It also reflects the view that Dillard's operating performance has shown increasing stability as a result of improved merchandising, cost controls, and integration of its online business which is evident in its strong credit metrics" said Moody's Vice President Scott Tuhy. The following ratings were upgraded: Issuer: Dillard's, Inc. -- Senior unsecured rating to Baa3 from Ba2 (LGD 4) -- Subordinated notes to Ba1 from Ba3 (LGD6) Issuer: Dillard's Capital Trust I -- $200 million preferred stock to Ba1 from Ba3 (LGD6) The following ratings were withdrawn: Issuer: Dillard's Inc. -- Corporate Family Rating, Ba1 -- Probability of Default Rating, Ba1-PD -- Speculative Grade Liquidity Rating, SGL-1 Dillard's Baa3 senior unsecured rating reflects its good credit metrics as a result of its low level of funded debt which results in modest leverage with debt/EBITDA near 1.4 times and EBITA/Interest expense around 7 times. The rating also reflects the company's increasingly consistent operating performance and Moody's expect the company to sustain high single digit EBIT margins. This reflects the company's continued improvements in merchandising along with ongoing disciplined inventory management are driving its ability to maintain the improvements it has made in operating margins and that its operating performance will be more predictable going forward than it had been in the past. Dillard's rating is also supported by its very good liquidity and its sizable portfolio of company owned real estate and the expectations the company will maintain balanced financial policies. The ratings are constrained by the company's geographic concentration in the southern and southwestern United States, the continued traffic challenges facing traditional mall-based department stores and the company's still moderate operating margins relative to investment grade peers. The stable rating outlook reflects the view that Dillard's credit metrics will remain solid. It also factors Dillard's improved operating performance and moderate leverage which provides the company with sufficient cushion to maintain good credit metrics and also offset its position as a regionally concentrated department store chain. Ratings could be upgraded if the company further moderates its regional concentration and if operating performance improves further, while maintaining balanced financial policies, and excellent liquidity. Quantitatively ratings could be upgraded should debt to EBITDA remain sustained below 2.0x and EBIT margins were to rise and be sustained above double digits. Ratings could be downgraded if the company were to engage in more aggressive financial policies, such as monetizing a meaningful portion of its owned real estate. Also, if the company's margins evidenced erosion versus peers. Ratings could be downgraded if debt to EBITDA rises above 3.0 times or if the company's excellent liquidity profile were to meaningfully erode. Headquartered in Little Rock, Arkansas, Dillard's, Inc., is a regional department store chain operating 277 Dillard's locations and 20 clearance centers in 29 states and an Internet store at www.dillards.com as of January 31, 2015. LTM revenues are $6.8 billion. The principal methodology used in these ratings was Global Retail Industry published in June 2011. DISTRICT AT MCALLEN: Says Ramirez Claim Subject to Dispute ---------------------------------------------------------- Dr. Ernesto Ramirez, who filed an involuntary Chapter 11 petition for The District At Mcallen, L.P., filed a trial brief in support of his bid for n order of relief. Section 303(b) states in relevant part: (b) An involuntary case against a person is commenced by the filing with the bankruptcy court of a petition under chapter 7 or 11 of this title— (1) by three or more entities, each of which is either a holder of a claim against such person that is not contingent as to liability or the subject of a bona fide dispute as to liability or amount . . ., if such noncontingent, undisputed claims aggregate at least $15,325 more than the value of any lien on property of the debtor securing such claims held by the holders of such claims; (2) if there are fewer than 12 such holders, excluding any employee or insider of such person . . ., by one or more of such holders that hold in the aggregate at least $15,325of such claims; Dr. Ramirez notes that the Debtor has not filed its creditor list under Rule 1013(b), and so should be foreclosed from arguing that more than 12 creditors exist. Dr. Ramirez says he would show that there are only three creditors that qualify to be counted towards the existence of twelve that would prevent a single creditor from filing this involuntary petition. A copy of the Dr. Ramirez's brief is available for free at: http://bankrupt.com/misc/DistrictAtMcAllen_38_briefRamirez.pdf Meanwhile, alleged debtor District At Mcallen filed a second amended answer in contravention of the involuntary petition filed by Ramirez to reassert these defenses: 1. The claim on which Mr. Ramirez basis his involuntary petition is the subject of one or more bona fide disputes as to liability or amount. Dr. Ramirez's claim is a claim for "Indemnity for City Bank's Claim on Guaranty." However, the Alleged Debtor is not a party to any indemnity agreement with Dr. Ramirez. 2. The only parties to said alleged indemnity agreement (besides Dr. Ramirez) are C. L. Holt and C. L Holt, L.P. While it is true that Holt is a limited partner of the Alleged Debtor, it is true that a contractual obligation consummated by a partner in his individual capacity does not bind the partnership. 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. DUKE REALTY: Fitch Withdraws 'BB+' Preferred Stock Rating --------------------------------------------------------- Fitch Ratings has affirmed its 'BBB' Issuer Default Rating for Duke Realty Corp. (NYSE: DRE) and its operating partnership Duke Realty Limited Partnership. The Rating Outlook is Stable. KEY RATING DRIVERS The ratings take into account Duke's large, high quality and diversified portfolio of predominantly industrial and medical office properties, as well as its strong access to various forms of capital, including a healthy level of internally generated retained cash flow after dividends. The company's leverage and fixed-charge coverage (FCC) metrics are consistent to moderately strong for the 'BBB' rating. Development risk and only adequate unencumbered asset coverage of unsecured debt (partly due to non-income producing development assets) balance these credit strengths. Asset Sales Improve Credit Profile Fitch expects the percentage of Duke's NOI derived from suburban office properties to decrease to below 10% by year-end 2015 through a combination of asset sales, industrial and medical office same-store NOI (SSNOI) growth and development stabilizations. DRE sold $161 million of dispositions during 1Q'15, including the entirety of its Cleveland office and its retail property portfolios. In April, the company closed on the sale of a $1.1 billion suburban office portfolio to an affiliate of Starwood Capital that was announced in late January. The transaction divests all the company's wholly-owned, in-service, suburban office properties located in Nashville, Raleigh, South Florida, and St. Louis. After the closing of the Starwood office portfolio sale, Duke's NOI percentage from suburban office should approximate 12%. Also in April, DRE sold a 5.2 million square foot industrial portfolio primarily consisting of older assets located in the Midwest, generating proceeds of $270 million. These properties comprised the majority of Duke's 5.9 million square foot Midwest industrial portfolio. Appropriate Leverage for Ratings Fitch expects DRE's leverage to sustain in the low 6.0x range through 2017. The company's pro forma leverage was 6.2x at March 31, 2015 based on trailing 12-month (TTM) recurring operating EBITDA after adjusting for the company's April portfolio sales. This compares to 7.0x, 6.8x and 8.0x during 2014, 2013 and 2012, respectively. Fitch's low 6.0x leverage expectation for Duke is appropriate to moderately strong for a 'BBB' rated REIT focused primarily on high-quality bulk industrial properties. Fitch defines leverage as consolidated debt, net of readily available cash over recurring operating EBITDA, including cash distributions from unconsolidated joint ventures (JVs). Adequate Fixed Charge Coverage Fitch expects that FCC will improve to roughly 3.0x in 2017, driven by low-to-mid single digit same-store net operating income (SSNOI) growth, incremental NOI from development deliveries and lower recurring capex given a reduced suburban office footprint. Fixed charge coverage (FCC) was 2.2x for the TTM ending March 31, 2015, an increase from 2.1x, 1.9x and 1.6x during 2014, 2013 and 2012, respectively. Duke's preferred equity repurchases have also helped its FCC. Projected FCC is consistent with the 'BBB' IDR. Fitch defines FCC as recurring operating EBITDA, less recurring capital expenditures and straight-line rent adjustments, divided by total interest incurred and preferred dividends. Pre-Leasing Balances Development Risk Fitch expects DRE to start between $400 million to $500 million of new industrial and medical office developments per year through 2017. The company's ability to win new build-to-suit (BTS) developments could push starts closer to the high end of the range. Fitch's ratings for Duke anticipate a more conservative development posture for the company during this cycle that includes limiting the pipeline size to within a range of 5% to 7.5% of undepreciated assets (currently implies $500 million to $700 million), with the speculative component generally limited to less than half. Duke's development pipeline totalled $405.6 million including joint ventures (JVs) at 100%, representing 4.4% of undepreciated gross assets at March 31, 2015. The company's unfunded committed development expenditures (at DRE's share) represented 2.4% of gross assets. This is down from 2.8% and 3.9% at year-end 2014 and 2013, respectively, but up from its 0.7% cycle low in 2009. The pipeline's leased percentage has also decreased to 55% at March 31, 2015 versus 58% and 89% at the end of 2014 and 2013. Improving Fundamentals Fitch expects DRE's SSNOI to sustain in the low-to-mid single digits through 2017, driven by positive industrial and medical office leasing spreads and modest occupancy gains. Duke's SSNOI increased by 6.8% for the quarter ending March 31, 2015, led by 7.1% growth in its bulk distribution portfolio and solid 5.9% gains for its medical and suburban office assets. Duke's in-service portfolio occupancy was 96% at the end of the first quarter, up from 95.3% at Dec. 31, 2014 and 94.2% at Dec. 31, 2013. Spreads on renewal leases were positive 8.4% during the first quarter compared with 8.8% and 3.1% during 2014 and 2013, respectively. Adequate Financial Flexibility The company's liquidity profile is also adequate with total sources of liquidity covering total uses by 1.3x for the April 1, 2015 - Dec. 31, 2016 period. Including the cost to complete its development pipeline reduces Duke's coverage to an adequate 1.0x. Fitch defines liquidity coverage as sources of liquidity divided by uses of liquidity. Sources of liquidity include unrestricted cash, availability under the unsecured revolving credit facility, and projected retained cash flow from operating activities after dividends. Uses of liquidity include pro rata debt maturities, expected recurring capital expenditures, and remaining development costs. DRE's liquidity profile is also supported by 1.9x pro forma unencumbered asset coverage of unsecured debt assuming a stressed 8.25% cap rate, which is only adequate for the 'BBB' rating. Duke's UA/UD is hurt by the capital allocated to non-income producing development assets. Duke has a well-balanced debt maturity schedule. The company's next unsecured maturity is not until March 1, 2016 when its $150 million 5.500% senior unsecured notes mature. Conservative Dividend Payout Fitch expects DRE's dividend payout ratio to improve modestly over the next 12-24 months through SSNOI growth and incremental NOI from development completions and a smaller portfolio contribution from more capital intensive suburban office properties. Duke's AFFO payout ratio was 71% in 2014 compared to 76% in 2013 and 83% in 2012. The company retains roughly $90 million of internally generated cash flow annually that can be used to service financial obligations and fund external growth. Stable Outlook The Stable Rating Outlook is based on Fitch's expectation that leverage will stabilize in the low 6.0x range and coverage will improve to roughly 3.0x, and that the company will maintain adequate financial flexibility over the near to medium term. KEY RATING ASSUMPTIONS -- SSNOI growth of 4% in 2015 and 3% in 2016 and 2017; -- Acquisitions and CIP completions of roughly $100 million and $400 million, respectively in each year during the forecast period; -- Land acquisitions of roughly $50 million per year during the next three years, roughly offset by non-core land sales; -- Development spending of roughly $450 million per year through 2017; -- Dispositions totaling $1.65 billion during 2015 (implies an incremental $150 million between May 1 and Dec. 31, 2015) and no dispositions during 2016 and 2017; -- No equity issuance during the forecast period; -- Unsecured bond issuances of $500 million and $750 million during 2016 and 2017 at rates of 4.5% and 4.75%, respectively, with a portion of the proceeds used to unencumbers assets as consolidated mortgages mature. RATING SENSITIVITIES Duke's asset quality and balance sheet improvements have led to positive momentum in its credit profile, but Fitch's Outlook for the company remains Stable. Further de-leveraging could result in the company exceeding several positive rating sensitivities we have identified. However, Fitch plans to observe the level at which DRE's metrics stabilize (and the company's tolerance for operating outside of these metrics) before considering a positive rating action given our rating case expectation for Duke's leverage to sustain in the low 6.0x range through 2017. Duke has not publicly committed to maintain financial policies consistent with a higher rating level. These factors may collectively or individually result in upward rating momentum: -- Fitch's expectation of leverage sustaining below 6.0x (pro forma leverage was 6.2x for the TTM ended March 31, 2015); -- Fitch's expectation of FCC above 3.0x (TTM coverage was 2.2x). These factors may have a negative impact on the ratings: -- Fitch's expectation of leverage sustaining above 7.0x; -- Fitch's expectation of FCC sustaining below 2.0x FULL LIST OF RATING ACTIONS Fitch has affirmed the ratings for Duke Realty Corp. and Duke Realty Limited Partnership as follows: Duke Realty Corporation -- IDR at 'BBB'. Duke Realty Limited Partnership -- IDR at 'BBB'; -- Senior unsecured line of credit at 'BBB'; -- Senior unsecured term loan at 'BBB'; -- Senior unsecured notes at 'BBB'. Fitch has withdrawn its 'BB+' preferred stock rating for Duke Realty Corporation as the company no longer has any preferred stock outstanding as it was taken private. DVORKIN HOLDINGS: Trustee's Full-Payment Plan Moves Forward ----------------------------------------------------------- Judge Jacqueline P. Cox scheduled a hearing on June 30, 2015, to consider confirmation the full-payment proposed by the Chapter 11 trustee and equity holders of debtor Dvorkin Holdings, LLC, while the judge rejected a competing plan filed by general unsecured creditor ASM Capital. Gus A. Paloian, as Chapter 11 trustee, and equity holders Francine Dvorkin, Beverly Dvorkin, and Aaron Dvorkin filed a plan that proposes to pay claim holders 100% with interest rate of 0.17%, which is the federal rate, and to permit interest holders to retain their interests in the holders. ASM Capital IV, LP and ASM Capital V, LP, proposed a competing plan that proposes to pay claim holders interest at the contracts' default rate of 9%. The Debtor has more than enough cash to pay its debts. The Chapter 11 Trustee has cash in the amount of $27,800,417. Scheduled claims total less than $23,600,000. According to the Trustee and the Equity Holders, after it became evident that the Trustee was in the process of recovering tens of millions of dollars for the benefit of creditors in the case, ASM purchased two general unsecured claims for pennies on the dollar. Not being satisfied with its phenomenal investment, ASM now pursues confirmation of its own plan which seeks to displace Equity Interest Holders so ASM can pay itself postpetition interest at a rate equal to the lesser of the contractual default rate or 9%. Judge Cox, however, rejected ASM's plan. ASM asserted that unsecured creditors must receive the amounts to which they are entitled under applicable non-bankruptcy law -- most importantly, the amounts for which they bargained in their contractual arrangements with the debtor -- before any amounts can be paid to equity. Like ASM, FirstMerit Bank, N.A., and ColFin Bulls Funding A, LLC, filed documents opposing the Trustee's plan on grounds that they should be paid postpetition interest at their respective contractual rates. ASM argued that the contract rate of interest is required by the Seventh Circuit's ruling in In re Chicago, Milwaukee, St. Paul and Pacific Railroad Co., 791 F.2d 524, 530. The judge, however, ruled that the Bankruptcy Code provision applies in the present case, not the Seventh Circuit ruling in Chicago that predates it. 11 U.S.C. Sec. 726(a), which is the distribution provision for liquidation cases, provides for payment of interest at the legal rate from the date of the filing of the petition. The judge noted that in Onink v. Cardelucci (in re Cardelucci), 285 F.3d 1231, 1234 (9th Cir. 2002), the Ninth Circuit held that when a debtor in bankruptcy is insolvent, unsecured creditors are entitled to interest at the legal rate from the date of filing prior to the distribution of liquidated assets. That court ruled that "interest at the legal rate" means interest at the federal statutory rate pursuant to 28 U.S.C. Sec. 1961(a), to the exclusion of the contract default rate of interest and states' judgment interest rate. According to the judge, the ASM Plan is unconfirmable as a matter of law because it provides for payment of postpetition interest equal to the lesser of 9% or the contractual default rate. Accordingly, the judge rejected the disclosure statement explaining the ASM Plan. Judge Cox also rejected claims by ASM that allowing equity to retain its interest would violate the absolute priority rule. The judge pointed out that because all claims will be paid in full, the Plan does not violate the absolute priority rule. No voting will occur under the Trustee's Joint Amended Plan because each class is unimpaired under the Plan. The Court set this schedule: -- The deadline for parties to file and serve objections to confirmation of the Amended Plan is June 12, 2015, at 5:00 p.m. CST. -- The Trustee will file and serve its response to any objection on or before June 23, 2015 at 5:00 p.m. CST. -- Any and all administrative claims and applications for final allowance of professional fee claims are due June 23, 2015 at 5:00 p.m. CST. -- Objections to any administrative claims or applications for final allowance of professional fee claims are due June 26, 2015, at 5:00 p.m. CST. -- The hearing on final allowance of administrative claims and professional fee claims is scheduled on June 30, 2015 at 10:00 a.m. -- The hearing on confirmation of the Amended Plan will be held on June 30, 2015 at 10:00 a.m. CST. A copy of the Court's order approving the adequacy of the disclosure statement explaining the Trustee's Plan is available for free at: http://bankrupt.com/misc/Dvorkin_Trustee_DS_Ruling.pdf ASM Capital is represented by: Peter A. Siddiqui, Esq. Paul T. Musser, Esq. KATTEN MUCHIN ROSENMAN LLP 525 West Monroe Street Chicago, IL 60661-3693 Tel: (312) 902-5200 The Chapter 11 Trustee and his attorneys can be reached at: Gus A. Paloian, Esq. James B. Sowka, Esq. Christopher J. Harney, Esq. SEYFARTH SHAW LLP 131 South Dearborn Street Chicago, IL 60603 Tel: (312) 460-5000 Fax: (312) 460-7000 THE Equity Interest Holders' attorneys can be reached at: Gina B. Krol, Esq. COHEN & KROL 105 W. Madison St., Suite 1100 Chicago, IL 60602 Tel: (312) 368-0300 About Dvorkin Holdings Dvorkin Holdings, LLC, is a real estate holding company that possesses or possessed ownership interests in 70 real properties, either directly or indirectly through limited liability companies or land trusts. Dvorkin Holdings has interests in 40 non-debtor entities. Dvorkin Holdings filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 12-31336) in Chicago on Aug. 7, 2012. The Debtor disclosed $69.9 million in assets and $9.30 million in liabilities as of the Chapter 11 filing. Michael J. Davis, Esq., at Archer Bay, P.A., in Lisle, Ill., serves as counsel to the Debtor. The petition was signed by Loran Eatman, vice president of DH-EK Management Corp. The Bankruptcy Court in October 2012 granted the request of Patrick S. Layng, the U.S. Trustee for the Northern District of Illinois, to appoint Gus Paloian as the Chapter 11 Trustee. Seyfarth Shaw, LLP, represents the Chapter 11 Trustee as counsel. Carpenter Lipps & Leland LLP represents the Chapter 11 Trustee as conflicts counsel. On March 16, 2015, the Clerk of the Court reassigned the case to U.S. Bankruptcy Judge Jacqueline P. Cox. EL PASO CHILDREN'S: Andy Krafsur, Rick Bonart Want to Join Board ---------------------------------------------------------------- Maria Garcia at KVIA.com reports that bankruptcy lawyer and Spira Footwear CEO Andy Krafsur and Rick Bonart, DVM, the consumer advocate on the Public Service Board and who recently ran unsuccessfully for City Council, have expressed willingness to join El Paso Children's Hospital Corporation board, after four members resigned from the 11-member board. According to KVIA.com, Mr. Krafsur, who oversaw thousands of bankruptcy cases as an El Paso bankruptcy trustee before he began Spira Footwear, told Children's Hospital CEO, Mark Herbers, that he is willing to offer his expertise and time to help the hospital. The report quoted Mr. Krafsur as saying, "I would not ordinarily feel like I would be a good board member for the Children's Hospital. I'm not a healthcare expert. But I'm a bankruptcy expert." ABC-7 relates that Mr. Bonart has sent in his resume to be considered for the board. Taxpayers still owe $116 million for construction of the Children's Hospital and UMC spokesperson Ryan Mielke said that the balance will have to be paid even if the hospital shuts down, Aileen B. Flores at El Paso Times reports. Citing Mr. Mielke, El Paso Times relates that the outstanding principal balance is $116.3 million. The report states that UMC is scheduled to pay $2 million on the principal in August. According to El Paso Times, U.S. Bankruptcy Judge H. Christopher Mott will hear a motion on June 11, 2015, in which he is asked by Children's Hospital to order another round of mediation. UMC has hired outside legal counsel for the bankruptcy case and the amount UMC will have to pay Norton Rose Fulbright US LLP is still unknown because UMC is still negotiating a cost, El Paso Times states, citing Mr. Mielke. 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 dba 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. EMPRESAS OMAJEDE: Seeks Valuation of Carraizo Properties -------------------------------------------------------- Empresas Omajede, Inc., asks the U.S. Bankruptcy Court for the District of Puerto Rico to schedule a hearing on the valuation of the Carraizo Properties. Kendra Loomis, Esq., at G.A. Carlo-Altieri & Associates, in San Juan, Puerto Rico, say that after the hearing held on August 4, 2014, two issues remained with Banco Popular de Puerto Rico and these relate to the valuation of real property which the Debtor seeks to surrender to BPPR and the Debtor's objection to BPPR's claim secured by other real properties, in particular the application of the grace periods with respect to late fees and the applicable default rates. Ms. Loomis says that the unresolved issues that prevent the filing of an amended plan were fully briefed as of August 25, 2014, and October 1, 2014. More than seven months have passed and no rulings have been issued, Ms. Loomis tells the Court. The case is in a state of uncertainty until the motions of August and October are ruled upon and hearings are scheduled to resolve the remaining issues, Ms. Loomis points out. Ms. Loomis further asserts that the lack of resolution of the issues presented to the Court has presented and continues to present hardship to the Debtor and the unsecured creditors of the estate, including the mother of the Debtor's principal. According to Ms. Loomis, the mother's inability to collect the funds she is owed from Debtor has caused her home to be placed in foreclosure as she is unable to pay the mortgage, yet is owed $461,005 by the Debtor, which the Debtor proposes to pay, yet is unable to pay without an order of confirmation. The Debtor cannot voluntarily dismiss the case at this stage, as it would not retain the agreements reached with all creditors, could incur significant additional expenses and would find itself litigating the issues raised with BPPR in local courts for years to come and after significant time and expense in the bankruptcy court attempting to resolve them, Ms. Loomis additionally asserts. The Debtor is represented by: Kendra Loomis, Esq. Gerardo A. Carlo-Altieri, Esq. G.A. CARLO-ALTIERI & ASSOCIATES 254 San Jose St., Third Floor San Juan, PR 00901 Tel: (787)919-0026 Email: Loomislegal@gmail.com gaclegal@gmail.com About Empresas Omajede Empresas Omajede, Inc., filed a Chapter 11 petition (Bankr. D.P.R. Case No. 12-10113) in Old San Juan, Puerto Rico, on Dec. 21, 2012. Nelson E. Galarza serves as financial advisor.   The Debtor disclosed $16,718,614 in assets and $4,935,883 in liabilities in its schedules. The Debtor is a Single Asset Real Estate as defined in 11 U.S.C. Sec. 101(51B) with principal assets located at La Ectronica Building, 1608 Bori St., in San Juan, Puerto Rico.  ENDEAVOUR INTERNATIONAL: Reports $111-Mil. Net Loss in Q1 --------------------------------------------------------- Endeavour International Corporation filed its quarterly report on Form 10-Q, disclosing a net loss of $111 million on $64.3 million of revenues for the three months ended Mar. 31, 2015, compared with a net loss of $44.9 million on $94.16 million of revenue for the same period last year. The Company's balance sheet at Mar. 31, 2015, showed $577 million in total assets, $1.45 billion in total liabilities, and a stockholders' deficit of $887 million. A copy of the Form 10-Q is available at: http://is.gd/9LnlDN About Endeavour International Houston, Texas-based Endeavour International Corporation (OTC: ENDRQ) (LSE: ENDV) is an oil and gas exploration and production company focused on the acquisition, exploration and development of energy reserves in the North Sea and the United States. On Oct. 10, 2014, Endeavour International and five affiliates filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code after reaching a restructuring deal with noteholders. The cases are pending joint administration under Endeavour Operating Corp.'s Case No. 14-12308 before the Honorable Kevin J. Carey (Bankr. D. Del.). As of June 30, 2014, the Company had $1.55 billion in total assets, $1.55 billion in total liabilities, $43.7 million in series c convertible preferred stock, and a $41.5 million stockholders' deficit. Endeavour Operating Corporation, in its schedules, disclosed $808,358,297 in assets and $1,242,480,297 in liabilities as of the Chapter 11 filing. The Debtors have tapped Weil, Gotshal & Manges LLP as counsel; Richards, Layton & Finger, P.A., as co-counsel; The Blackstone Group L.P., as financial advisor; AlixPartners, LLP, as restructuring advisor; and Kurtzman Carson Consultants LLC, as claims and noticing agent. The U.S. Trustee for Region 3 has appointed three members to the Official Committee of Unsecured Creditors in the Chapter 11 cases of Endeavour Operating Corporation and its debtor affiliates. The Committee is represented by David M. Bennett, Esq., Cassandra Sepanik Shoemaker, Esq., and Demetra L. Liggins, Esq., at Thompson & Knight LLP, and Neil B. Glassman, Esq., Scott D. Cousins, Esq., and Evan T. Miller, Esq., at Bayard, P.A. Alvarez & Marsal North America, LLC, serves as financial advisors to the Committee, while UpShot Services LLC serves as website administrator. * * * U.S. Bankruptcy Judge Kevin J. Carey in of Delaware, on Dec. 22, 2014, approved the disclosure statement explaining Endeavour Operating Corporation, et al.'s joint plan of reorganization. The Amended Plan, dated Dec. 19, 2014, provides that it is supported by creditors who collectively hold 82.99% of the March 2018 Notes Claims (Class 3), 70.88% of the June 2018 Notes Claims (Class 4), 99.75% of the 7.5% Convertible Bonds Claims (Class 5), and 69.08% of the Convertible Notes Claims (Class 6). The Amended Plan also provides that holders of general unsecured claims will recover an estimated 15% of the total claims amount, which is estimated to be $6,000,000. The hearing to consider confirmation of the Amended Joint Plan of Reorganization, dated Dec. 23, 2014, of Endeavour Operating Corporation and its affiliated debtors, including Endeavour International Corporation, has been adjourned to a date to be determined. On April 29, 2015, the Debtor announced that, as a result of recent declines in oil and gas prices, the Company withdrew the proposed Plan. ENERGY FUTURE: Committees Object to Exclusivity Extension Request ----------------------------------------------------------------- Multiple parties -- including Wilmington Savings Fund Society (in its capacity as successor indenture trustee), Energy Future Holdings' (EFH) official committee of unsecured creditors, Texas Competitive Electric Holdings' (TCEH) official committee of unsecured creditors, the ad hoc committee of TCEH's first lien creditors, American Stock Transfer & Trust Company, the ad hoc group of TCEH's unsecured noteholders and Law Debenture Trust Company of New York (in its capacity as indenture trustee) -- filed with separate objections to Energy Future Holdings Corp., et al.'s third motion for an exclusivity extension, various news sources reported. BankruptcyData reported that the official committee of unsecured creditors asserts, "The EFH Committee is concerned that the Debtors, who still seek a joint plan for the 'E side' and the 'T side', will not be able to craft a joint plan that is confirmable as to EFH, EFIH, EFIH Finance, and EECI, (collectively, the 'EFH Debtors'). Nonetheless, the EFH Committee recognizes that the Court believes the Debtors should have 'some runway [in] connection with alternative plan structure[s].' The EFH Committee would, of course, welcome a plan of reorganization that pays claims against the EFH Debtors in full, a proposition that appears to be the basis of all plan efforts currently underway....But stakeholders and the Court should be able to consider the outcome of these alternative plan efforts before determining whether a further extension of exclusivity is appropriate for the EFH Debtors. Any further extension at this time could prejudice the creditors of the EFH Debtors....The creditors of the EFH Debtors should not be forced to continue to bear the costs of delay if the current alternative plan efforts are unsuccessful. Any further extension of the exclusivity periods should be limited to 60 days -- the EFH Debtors have not demonstrated 'sufficient cause' for a further extension at this time." As previously reported by The Troubled Company Reporter, the Debtors are asking the U.S. Bankruptcy Court for the District of Delaware to: (a) extend the period during which the Debtors have the exclusive right to file a Chapter 11 plan to the end of the statutory period provided by Section 1121 of the Bankruptcy Code, through and including Oct. 29, 2015; and (b) extend the period during which the Debtors have the exclusive right to solicit acceptances of their plan through and including Dec. 29, 2015. According to Jason M. Madron, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware, the Debtors will use the extension of the Exclusive Periods to advance the Plan and their other initiatives to a value-maximizing outcome for these cases. Mr. Madron states: "The preservation of the Debtors' Exclusive Periods is critical to capitalize on all the momentum built since entry of the Second Extension Order. The Plan has the built-in flexibility to allow the Debtors to incorporate the outcome of both the ultimate EFH-EFIH Transaction and the Debtors' negotiations with their creditors. The Scheduling Order will provide a framework for these negotiations, but at the same time will ensure that, if these negotiations are unsuccessful, these cases will keep moving forward and parties will have a forum to raise any objections. An extension of the Exclusive Periods is integral to these efforts." "On the other hand, allowing the Exclusive Periods to lapse at this time would, among other things, undermine these efforts and the spirit of the Scheduling Order. The filing of independent plans by various factions would distract stakeholders and diminish the incentive for collaboration. It would also create uncertainty around the Debtors' ability to exit from Chapter 11 in a reasonable timeframe and around the EFH-EFIH Transaction process. The estates would suffer as a result," Mr. Madron adds. About Energy Future Energy Future Holdings Corp., formerly known as TXU Corp., is a privately held diversified energy holding company with a portfolio of competitive and regulated energy businesses in Texas. Oncor, an 80 percent-owned entity within the EFH group, is the largest regulated transmission and distribution utility in Texas. The Company delivers electricity to roughly three million delivery points in and around Dallas-Fort Worth. EFH Corp. was created in October 2007 in a $45 billion leverage buyout of Texas power company TXU in a deal led by private-equity companies Kohlberg Kravis Roberts & Co. and TPG Inc. On April 29, 2014, Energy Future Holdings and 70 affiliated companies sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 14-10979) after reaching a deal with some key financial stakeholders to keep its businesses operating while reducing its roughly $40 billion in debt. The Debtors' cases have been assigned to Judge Christopher S. Sontchi (CSS). The Debtors are seeking to have their cases jointly administered for procedural purposes. As of Dec. 31, 2013, EFH Corp. reported assets of $36.4 billion in book value and liabilities of $49.7 billion. The Debtors have $42 billion of funded indebtedness. EFH's legal advisor for the Chapter 11 proceedings is Kirkland & Ellis LLP, its financial advisor is Evercore Partners and its restructuring advisor is Alvarez & Marsal. The TCEH first lien lenders supporting the restructuring agreement are represented by Paul, Weiss, Rifkind, Wharton & Garrison, LLP as legal advisor, and Millstein & Co., LLC, as financial advisor. The EFIH unsecured creditors supporting the restructuring agreement are represented by Akin Gump Strauss Hauer & Feld LLP, as legal advisor, and Centerview Partners, as financial advisor. The EFH equity holders supporting the restructuring agreement are represented by Wachtell, Lipton, Rosen & Katz, as legal advisor, and Blackstone Advisory Partners LP, as financial advisor. Epiq Systems is the claims agent. Wilmington Savings Fund Society, FSB, the successor trustee for the second-lien noteholders owed about $1.6 billion, is represented by Ashby & Geddes, P.A.'s William P. Bowden, Esq., and Gregory A. Taylor, Esq., and Brown Rudnick LLP's Edward S. Weisfelner, Esq., Jeffrey L. Jonas, Esq., Andrew P. Strehle, Esq., Jeremy B. Coffey, Esq., and Howard L. Siegel, Esq. An Official Committee of Unsecured Creditors has been appointed in the case. The Committee represents the interests of the unsecured creditors of ONLY of Energy Future Competitive Holdings Company LLC; EFCH's direct subsidiary, Texas Competitive Electric Holdings Company LLC; and EFH Corporate Services Company, and of no other debtors. The Committee has selected Morrison & Foerster LLP and Polsinelli PC for representation in this high-profile energy restructuring. The lawyers working on the case are James M. Peck, Esq., Brett H. Miller, Esq., and Lorenzo Marinuzzi, Esq., at Morrison & Foerster LLP; and Christopher A. Ward, Esq., Justin K. Edelson, Esq., Shanti M. Katona, Esq., and Edward Fox, Esq., at Polsinelli PC. ENERGY FUTURE: Disclosure Statement Hearing Schedule Set -------------------------------------------------------- U.S. Bankruptcy Judge Christopher S. Sontchi entered an order scheduling certain hearing dates and deadlines in connection with the approval of Energy Future Holdings Corp.'s Chapter 11 plan. Judge Sontchi is strongly encouraging parties-in-interest to resolve all objections to the Disclosure Statement before the hearing on the Disclosure Statement and is strongly discouraging the parties from pursuing expensive, time-consuming, and unnecessary discovery or litigation regarding the adequacy of the Disclosure Statement. These dates will govern approval of the Disclosure Statement: * May 11, 2015, the date on which parties may begin serving written discovery requests and all written discovery requests must be served no later than May 18, 2015. * May 11, 2015, the date on which parties may begin serving written disposition notices and all written discovery requests must be served no later than May 18, 2015. * Monday, June 15, 2015, at 4:00 p.m. (prevailing Eastern Time) will be the deadline by which parties must respond and object to written discovery requests. * Monday, June 29, 2015 at 4:00 p.m. (prevailing Eastern Time) will be the deadline by which any party, including parties, must file any objections to the Disclosure Statement. * Thursday, July 2, 2015, at 4:00 p.m. (prevailing Eastern Time) will be deadline by which all discovery will be complete. * Monday, July 13, 2015 at 4:00 p.m., will be the deadline by which the Debtors must file their reply to all timely objections to the Disclosure Statement. * Wednesday, July 16, 2015, will be the date by which counsel to parties who filed timely objections to the Disclosure Statement and counsel to the Debtors must meet and confer with a view toward narrowing and resolving their disputes regarding the adequacy of the disclosure statement. * Monday, July 20, 2015, at 9:30 a.m. (prevailing Eastern Time) will be the date and time of the start of the Disclosure Statement Hearing. * The Debtors must file the final Disclosure Statement as approved by the Court no later than 5 days after the conclusion of the Disclosure Statement Hearing. Pursuant to a stipulation, the Debtors, the TCEH Committee, the TCEH First Lien Ad Hoc Group, Wilmington Savings Fund Society, FSB as indenture trustee for the TCEH second lien notes, and the ad hoc consortium of TCEH second lien noteholders, the ad hoc group of TCEH unsecured bondholders and Law Debenture Trust Company of New York, as the indenture trustee for the TCEH Unsecured notes agreed to commence mediation regarding the Plan. Peter L. Borowitz, Esq., is appointed as mediator. Mediation will commence on May 18, 2015, and will terminate on July 20, 2015. A copy of the Disclosure Statement Scheduling Order is available for free at: http://bankrupt.com/misc/Energy_Future_DS_Sked_Order.pdf The Plan As reported in the April 15, 2015 edition of the TCR, Energy Future and its affiliates filed a joint plan of reorganization and disclosure statement, which provides for a comprehensive restructuring and recapitalization of the Debtors' pre-bankruptcy obligations and corporate form, preserves the going concern value of the Debtors' businesses, maximizes recoveries available to all constituents, provides for an equitable distribution to the Debtors' stakeholders, protects the jobs of employees, and ensures continued provision of electricity in Texas to the Texas Competitive Electric Holdings Company LLC's 1.7 million retail customers and the smooth delivery of electricity to the entire state through the TCEH Debtors' generation activities. A full-text copy of the Plan dated April 14, 2015, is available at http://bankrupt.com/misc/EFHplan0414.pdf A full-text copy of the Disclosure Statement is available at http://bankrupt.com/misc/EFHds0414.pdf About Energy Future Energy Future Holdings Corp., formerly known as TXU Corp., is a privately held diversified energy holding company with a portfolio of competitive and regulated energy businesses in Texas. Oncor, an 80 percent-owned entity within the EFH group, is the largest regulated transmission and distribution utility in Texas. The Company delivers electricity to roughly three million delivery points in and around Dallas-Fort Worth. EFH Corp. was created in October 2007 in a $45 billion leverage buyout of Texas power company TXU in a deal led by private-equity companies Kohlberg Kravis Roberts & Co. and TPG Inc. On April 29, 2014, Energy Future Holdings and 70 affiliated companies sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 14-10979) after reaching a deal with some key financial stakeholders to keep its businesses operating while reducing its roughly $40 billion in debt. The Debtors' cases have been assigned to Judge Christopher S. Sontchi (CSS). The Debtors are seeking to have their cases jointly administered for procedural purposes. As of Dec. 31, 2013, EFH Corp. reported assets of $36.4 billion in book value and liabilities of $49.7 billion. The Debtors have $42 billion of funded indebtedness. EFH's legal advisor for the Chapter 11 proceedings is Kirkland & Ellis LLP, its financial advisor is Evercore Partners and its restructuring advisor is Alvarez & Marsal. The TCEH first lien lenders supporting the restructuring agreement are represented by Paul, Weiss, Rifkind, Wharton & Garrison, LLP as legal advisor, and Millstein & Co., LLC, as financial advisor. The EFIH unsecured creditors supporting the restructuring agreement are represented by Akin Gump Strauss Hauer & Feld LLP, as legal advisor, and Centerview Partners, as financial advisor. The EFH equity holders supporting the restructuring agreement are represented by Wachtell, Lipton, Rosen & Katz, as legal advisor, and Blackstone Advisory Partners LP, as financial advisor. Epiq Systems is the claims agent. Wilmington Savings Fund Society, FSB, the successor trustee for the second-lien noteholders owed about $1.6 billion, is represented by Ashby & Geddes, P.A.'s William P. Bowden, Esq., and Gregory A. Taylor, Esq., and Brown Rudnick LLP's Edward S. Weisfelner, Esq., Jeffrey L. Jonas, Esq., Andrew P. Strehle, Esq., Jeremy B. Coffey, Esq., and Howard L. Siegel, Esq. An Official Committee of Unsecured Creditors has been appointed in the case. The Committee represents the interests of the unsecured creditors of ONLY of Energy Future Competitive Holdings Company LLC; EFCH's direct subsidiary, Texas Competitive Electric Holdings Company LLC; and EFH Corporate Services Company, and of no other debtors. The Committee has selected Morrison & Foerster LLP and Polsinelli PC for representation in this high-profile energy restructuring. The lawyers working on the case are James M. Peck, Esq., Brett H. Miller, Esq., and Lorenzo Marinuzzi, Esq., at Morrison & Foerster LLP; and Christopher A. Ward, Esq., Justin K. Edelson, Esq., Shanti M. Katona, Esq., and Edward Fox, Esq., at Polsinelli PC. ENERGY FUTURE: Has Until Oct. 29 to Keep Control of Bankruptcy -------------------------------------------------------------- Peg Brickley, writing for Daily Bankruptcy Review, reported that U.S. Bankruptcy Judge Christopher Sontchi in Delaware gave Energy Future Holdings Corp. more time to round up support for its chapter 11 plan, as creditors and potential bidders circle its valuable transmissions unit, Oncor. Judge Sontchi granted Energy Future's request to ward off the threat of competing chapter 11 plans until Oct. 29, the maximum time allowed by law. About Energy Future Energy Future Holdings Corp., formerly known as TXU Corp., is a privately held diversified energy holding company with a portfolio of competitive and regulated energy businesses in Texas. Oncor, an 80 percent-owned entity within the EFH group, is the largest regulated transmission and distribution utility in Texas. The Company delivers electricity to roughly three million delivery points in and around Dallas-Fort Worth. EFH Corp. was created in October 2007 in a $45 billion leverage buyout of Texas power company TXU in a deal led by private-equity companies Kohlberg Kravis Roberts & Co. and TPG Inc. On April 29, 2014, Energy Future Holdings and 70 affiliated companies sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 14-10979) after reaching a deal with some key financial stakeholders to keep its businesses operating while reducing its roughly $40 billion in debt. The Debtors' cases have been assigned to Judge Christopher S. Sontchi (CSS). The Debtors are seeking to have their cases jointly administered for procedural purposes. As of Dec. 31, 2013, EFH Corp. reported assets of $36.4 billion in book value and liabilities of $49.7 billion. The Debtors have $42 billion of funded indebtedness. EFH's legal advisor for the Chapter 11 proceedings is Kirkland & Ellis LLP, its financial advisor is Evercore Partners and its restructuring advisor is Alvarez & Marsal. The TCEH first lien lenders supporting the restructuring agreement are represented by Paul, Weiss, Rifkind, Wharton & Garrison, LLP as legal advisor, and Millstein & Co., LLC, as financial advisor. The EFIH unsecured creditors supporting the restructuring agreement are represented by Akin Gump Strauss Hauer & Feld LLP, as legal advisor, and Centerview Partners, as financial advisor. The EFH equity holders supporting the restructuring agreement are represented by Wachtell, Lipton, Rosen & Katz, as legal advisor, and Blackstone Advisory Partners LP, as financial advisor. Epiq Systems is the claims agent. Wilmington Savings Fund Society, FSB, the successor trustee for the second-lien noteholders owed about $1.6 billion, is represented by Ashby & Geddes, P.A.'s William P. Bowden, Esq., and Gregory A. Taylor, Esq., and Brown Rudnick LLP's Edward S. Weisfelner, Esq., Jeffrey L. Jonas, Esq., Andrew P. Strehle, Esq., Jeremy B. Coffey, Esq., and Howard L. Siegel, Esq. An Official Committee of Unsecured Creditors has been appointed in the case. The Committee represents the interests of the unsecured creditors of ONLY of Energy Future Competitive Holdings Company LLC; EFCH's direct subsidiary, Texas Competitive Electric Holdings Company LLC; and EFH Corporate Services Company, and of no other debtors. The Committee has selected Morrison & Foerster LLP and Polsinelli PC for representation in this high-profile energy restructuring. The lawyers working on the case are James M. Peck, Esq., Brett H. Miller, Esq., and Lorenzo Marinuzzi, Esq., at Morrison & Foerster LLP; and Christopher A. Ward, Esq., Justin K. Edelson, Esq., Shanti M. Katona, Esq., and Edward Fox, Esq., at Polsinelli PC. EPICOR RSG: Moody's Assigns 'B3' Corporate Family Rating -------------------------------------------------------- Moody's Investors Service assigned B3 corporate family rating and Caa1-PD probability of default rating to Epicor RSG US, Inc., the Retail Solutions Group business unit recently spun-off from Epicor Software Corporation. Moody's also assigned a B3 rating to the company's proposed first lien credit facilities. The proceeds of the debt issuance are being used to capitalize the new business entity, as well as fund a distribution to shareholders. The ratings outlook is stable. The B3 rating is driven by RSG's limited operating history and standalone financials, limited free cash flow expectations, and leverage. The ratings also consider the company's strong niche position as a provider of software to mid-market retailers. Moody's estimates RSG's leverage at approximately 4.5x as of the last twelve month period ending March 31, 2015. While leverage is moderate relative to other B3 rated enterprise software companies, RSG is smaller in scale as measured by revenues, free cash flow is expected to be very limited over the next 12 to 18 months and the company has to transition to a standalone basis. The small scale is offset somewhat by the company's leading positions as a provider of retail planning solutions software, and retail point of sale software and hardware solutions where it competes against larger players, Oracle Micros, Manhattan Associates, and JDA. RSG's solutions are expected to be further bolstered by the integration of recent acquisitions Quantisense and ShopVisible, which provide order management and data analysis tools for specialty retailers. The ratings also reflect the risk of potential disruptions as the company builds functional back office resources in order to stand alone from its parent company as well as the aggressive financial policies of the private equity owners. The stable outlook reflects the expectation of low to mid single digit growth, and limited but positive free cash flow over the next 12 to 18 months. The ratings could be upgraded if the company successfully builds the infrastructure necessary to operate and report as a standalone business and free cash flow to debt is expected to be sustained above 5%. The ratings could be downgraded if performance were to deteriorate materially, free cash flow is negative on other than a temporary, or if liquidity otherwise deteriorates. Liquidity is adequate based on a projected $10 million of cash on the balance sheet at the close of the transaction, access to a $15 million revolving credit facility (expected to be undrawn at closing) and expectations of limited but positive free cash flow. Assignments: Issuer: Epicor RSG US, Inc. -- Probability of Default Rating, Assigned Caa1-PD -- Corporate Family Rating, Assigned B3 Issuer: Epicor RSG US, Inc. and co-borrower ERSC Amalco (Canada) -- Senior Secured Bank Credit Facility, Assigned B3 (LGD3) Outlook Actions: Issuer: Epicor RSG US, Inc. -- Outlook is Stable The principal methodology used in these ratings was Global Software Industry published in October 2012. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Epicor RSG US, Inc. ("RSG") is a leading provider of retail planning and point of sale software for mid-market retailers. The company had revenues of approximately $139 million in the last twelve months ended March 31, 2015. RSG is expected to spin off from Epicor Software Corporation in June 2015, concurrent with being acquired by private equity group, Apax Partners. EVERYWARE GLOBAL: Alvarez & Marsal Provided CRO Services -------------------------------------------------------- EveryWare Global, Inc. and its debtor-affiliates have sought and obtained authorization from the U.S. Bankruptcy Court for the District of Delaware to employ Alvarez & Marsal North America, LLC to provide the Debtors with: -- a Chief Restructuring Officer; -- an Interim Vice President of Finance; and -- certain additional authorized representatives of A&M and its professional service provider affiliates to assist the CRO and IVPF, nunc pro tunc to the April 7, 2015 petition date. The Debtors designated William H. Runge, III as CRO and Joel K. Mostrom as IVPF. The Debtors employed A&M to provide the Engagement Personnel on the terms and conditions set forth in the engagement letter, dated March 20, 2015 except as otherwise explicitly set forth herein or in any order granting this Motion. Generally, the Engagement Personnel supported the Debtors with respect to: (a) the CRO shall perform all normal and customary duties required of the CRO; (b) the IVPF shall provide such support as reasonably requested by the CRO and/or the Debtors' then existing Chief Financial Officer or CEO; (c) in addition, the Engagement Personnel shall perform such other services as requested or directed by the CEO or board of the directors of the Debtors (the "Board") and agreed to by A&M including but not limited to the following: -- assistance in the development and management of a 13- week cash flow forecast; -- assistance in preparation of reports and liaison with constituents; -- assistance in the discussions with and providing information to potential investors, secured lenders, official committees, the Office of the United States Trustee for the District of Delaware (the "U.S. Trustee") as deemed necessary and appropriate by the Debtors; -- assistance in the overall financial reporting division in managing the administrative requirements of the Bankruptcy Code, including post-petition reporting requirements and claim reconciliation efforts; -- assistance to the Debtors and their other advisors in furthering restructuring plans or strategic alternatives for maximizing the enterprise value of their various business lines; -- serving as the principal contact with the Debtors' key constituents/creditors with respect to financial and operational matters; and -- performance of other services in connection with the restructuring process as reasonably requested or directed by the Board and other authorized Debtor personnel, consistent with the role played by A&M in this matter and not duplicative of services being performed by other professionals in these proceedings. A&M will be paid by the Debtors for the services of the Engagement Personnel at their customary hourly billing rates with the exception of the IVPF. A&M and the Debtors have agreed that the Debtors will pay A&M a flat weekly rate of $31,680 in return for the services rendered to the Debtors by the IVPF. Any partial weeks will be pro-rated, based on the number of days in the week. Further, the Debtors and A&M have agreed that the CRO shall be compensated at $825 per hour. The current hourly billing rates for Additional Personnel, based on the position held by such Additional Personnel at A&M, are subject to the following ranges: Managing Director $750-$950 Director $550-$750 Analyst/Associate $350-$550 William H. Runge, III, managing director of A&M, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. A&M can be reached at: William H. Runge, III ALVAREZ & MARSAL NORTH AMERICA, LLC Monarch Tower 3424 Peachtree Road NE, Suite 1500 Atlanta, GA 30326 Tel: (404) 260-4040 Fax: (404) 260-4090 About EveryWare Global Headquartered in Lancaster, Ohio, EveryWare (Nasdaq:EVRY) is a marketer of tabletop and food preparation products for the consumer and foodservice markets, with operations in the United States, Canada, Mexico and Asia. The company has more than 1,500 personnel throughout the United States. Sales and marketing functions are managed from executive offices in Lancaster, Ohio, with staff located in Melville, New York, New York City, and Oneida, New York. The primary operating subsidiaries, Oneida Ltd. and Anchor Hocking, LLC, were founded in 1848 and 1873, respectively. In 2011, investment funds affiliated with the Monomoy Capital Partners completed their acquisition of these companies and, in March 2012, integrated them under the EveryWare brand. In May 2013, a merger was completed where EveryWare became a wholly-owned subsidiary of ROI Acquisition Corp. ("ROI"), a special purpose acquisition company sponsored by affiliates of the Clinton Group, Inc., and ROI was renamed EveryWare Global Inc. As of Sept. 30, 2014, EveryWare reported assets of $238 million and liabilities of $380 million. EveryWare Global, Inc., commenced a Chapter 11 bankruptcy case to implement a prepackaged financial restructuring that converts $248 million of the long-term debt to 96% of the common stock of the company post-emergence. EveryWare Global filed a voluntary Chapter 11 petition (Bankr. D. Del. Case No. 15-10743) on April 7, 2015. Twelve of its affiliates filed separate Chapter 11 petitions the next day. The cases are pending before Judge Laurie Selber Silverstein. The Debtors tapped Kirkland & Ellis LLP, as general bankruptcy counsel; Pachulski Stang Ziehl & Jones LLP, as local bankruptcy counsel; Jefferies LLC, as financial advisor; Alvarez & Marsal North America, LLC, to provide a CRO and Interim VP of Finance; and Prime Clerk LLC as claims and noticing agent. * * * EveryWare Global, Inc., on May 22, 2015, confirmed the Company's financial restructuring plan dated April 7, 2015, that, among other things, will substantially reduce the Company's long-term debt. The plan, as supplemented, provides for the cancellation of the Company's existing common stock. The Company's existing common stockholders and holders of in-the-money warrants (other than the Company's prepetition term loan lenders and their affiliates and certain stockholders affiliated with the Company) will receive cash equal to $0.06 per existing share of common stock. EVERYWARE GLOBAL: Court Approves Pachulski as Co-Counsel -------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized Everyware Global Inc., et al., to employ Pachulski Stang Ziehl & Jones LLP as their co-counsel. As reported in the Troubled Company Reporter on May 15, 2015, PSZ&J is expected to, among other things: a) provide legal advice regarding local rules, practices, and procedures; b) review and comment on drafts of documents to ensure compliance with local rules, practices, and procedures; and c) file documents as requested by Kirkland & Ellis LLP and coordinating with the Debtors' claims agent for service of documents. The firm's principal attorneys and paralegals designated to represent the Debtors and their current standard hourly rates are: Laura Davis Jones, Esq. $1,025 Colin R. Robinson, Esq. $650 Peter J. Keane, Esq. $525 Karina Yee, Esq. $305 The Debtors tell the Court that PSZ&J has received payments during the year prior to the their petition date in the amount of $75,000 including their aggregate filing fees for these cases, in connection with its prepetition representation. The Debtors assure the Court that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. About EveryWare Global Headquartered in Lancaster, Ohio, EveryWare (Nasdaq:EVRY) is a marketer of tabletop and food preparation products for the consumer and foodservice markets, with operations in the United States, Canada, Mexico and Asia. The company has more than 1,500 personnel throughout the United States. Sales and marketing functions are managed from executive offices in Lancaster, Ohio, with staff located in Melville, New York, New York City, and Oneida, New York. The primary operating subsidiaries, Oneida Ltd. and Anchor Hocking, LLC, were founded in 1848 and 1873, respectively. In 2011, investment funds affiliated with the Monomoy Capital Partners completed their acquisition of these companies and, in March 2012, integrated them under the EveryWare brand. In May 2013, a merger was completed where EveryWare became a wholly-owned subsidiary of ROI Acquisition Corp. ("ROI"), a special purpose acquisition company sponsored by affiliates of the Clinton Group, Inc., and ROI was renamed EveryWare Global Inc. As of Sept. 30, 2014, EveryWare reported assets of $238 million and liabilities of $380 million. EveryWare Global, Inc., commenced a Chapter 11 bankruptcy case to implement a prepackaged financial restructuring that converts $248 million of the long-term debt to 96% of the common stock of the company post-emergence. EveryWare Global filed a voluntary Chapter 11 petition (Bankr. D. Del. Case No. 15-10743) on April 7, 2015. Twelve of its affiliates filed separate Chapter 11 petitions the next day. The cases are pending before Judge Laurie Selber Silverstein. The Debtors tapped Kirkland & Ellis LLP, as general bankruptcy counsel; Pachulski Stang Ziehl & Jones LLP, as local bankruptcy counsel; Jefferies LLC, as financial advisor; Alvarez & Marsal North America, LLC, to provide a CRO and Interim VP of Finance; and Prime Clerk LLC as claims and noticing agent. * * * EveryWare Global, Inc., on May 22, 2015, confirmed the Company's financial restructuring plan dated April 7, 2015, that, among other things, will substantially reduce the Company's long-term debt. The plan, as supplemented, provides for the cancellation of the Company's existing common stock. The Company's existing common stockholders and holders of in-the-money warrants (other than the Company's prepetition term loan lenders and their affiliates and certain stockholders affiliated with the Company) will receive cash equal to $0.06 per existing share of common stock. EVERYWARE GLOBAL: Jefferies LLC Approved as Investment Banker ------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized Everyware Global Inc., et al., to employ Jefferies LLC as investment banker, nunc pro tunc to the Petition Date. Jefferies is expected to, among other things: 1. provide advice and assistance to the Debtors in connection with analyzing, structuring, negotiating and effecting a restructuring or an amendment; 2. become familiar with, to the extent Jefferies deems appropriate, and analyzing, the business, operations, properties, financial condition and prospects of the Debtors; and 3. advise the Debtors on the current state of the restructuring market. The Debtors and Jefferies have agreed to these compensation and expense reimbursement: -- a monthly fee equal to $125,000 per month until the expiration or termination of the engagement letter; -- upon the consummation of a restructuring or similar transaction, a transaction fee in an amount equal to 1.0% of the aggregate principal amount of all restructured liabilities; -- upon entering into an amendment, a fee equal to 0.25% of the face amount of such amended indebtedness outstanding as of the time of such amendment if the amendment affects the covenants through (but not after) Dec. 31, 2015 or 0.50% of the face amount of such amended indebtedness outstanding as of the time of such amendment if the amendment affects the covenants beyond Dec. 31, 2015; -- upon closing of an M&A Transaction, a fee equal to 2.0% of transaction value; -- upon the closing of a transaction, these fees: (i) if the financing involves Equity Securities, a fee in an amount equal to 5.0% of the aggregate gross proceeds received or to be received from the sale of Equity Securities to investors; (ii) if the financing involves Debt Securities, a fee equal to 4.0% of the aggregate principal amount of such Debt Securities; and (iii) if the financing involves the execution of a credit agreement for Bank Debt, a fee equal to 2.0% of the maximum principal amount available under the Bank Debt. Objections Resolved All objections to the application were resolved. The Debtors received an informal response to the application from the U.S. Trustee and a limited objection from the Prepetition Term Lender Committee. The Debtors later submitted a revised proposed order to address the U.S. Trustee's and the Term Lender Committee's concerns. A copy of the document is available for free at: http://bankrupt.com/misc/EveryWareGlobal_183_cert_Jefferies.pdf The Term Lender Committee, in its objection, noted that the Court can and should condition the retention of the Debtors' professionals on reasonable compensation terms that will benefit the estates, rather than unjustly enrich a professional at the expense of the estates. The revised order provides, among other things that Jefferies' fees in connection with the Chapter 11 cases will be capped at $2.5 million. In addition, the fees and expenses payable to Jefferies will be subject to review pursuant to 11 U.S.C. Sec. 328(a) and will not be subject to the standard of review set forth in Sec. 330, except by the U.S. Trustee, who will have the right to object to Jefferies' requests for payment of fees and expenses based on the reasonableness standard in Sec. 330. The judge approved the indemnification, contribution and reimbursement provisions include in the Engagement Letter, subject to certain modifications. Disinterestedness Richard Morgner, managing director and joint global head of Restructuring & Recapitalization at Jefferies LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Jefferies LLC can be reached at: Richard Morgner JEFFERIES LLC 520 Madison Avenue New York, NY 10022 Tel: (212) 284-1746 Fax: (646) 786-5809 E-mail: rmorgner@jefferies.com About EveryWare Global Headquartered in Lancaster, Ohio, EveryWare (Nasdaq:EVRY) is a marketer of tabletop and food preparation products for the consumer and foodservice markets, with operations in the United States, Canada, Mexico and Asia. The company has more than 1,500 personnel throughout the United States. Sales and marketing functions are managed from executive offices in Lancaster, Ohio, with staff located in Melville, New York, New York City, and Oneida, New York. The primary operating subsidiaries, Oneida Ltd. and Anchor Hocking, LLC, were founded in 1848 and 1873, respectively. In 2011, investment funds affiliated with the Monomoy Capital Partners completed their acquisition of these companies and, in March 2012, integrated them under the EveryWare brand. In May 2013, a merger was completed where EveryWare became a wholly-owned subsidiary of ROI Acquisition Corp. ("ROI"), a special purpose acquisition company sponsored by affiliates of the Clinton Group, Inc., and ROI was renamed EveryWare Global Inc. As of Sept. 30, 2014, EveryWare reported assets of $238 million and liabilities of $380 million. EveryWare Global, Inc., commenced a Chapter 11 bankruptcy case to implement a prepackaged financial restructuring that converts $248 million of the long-term debt to 96% of the common stock of the company post-emergence. EveryWare Global filed a voluntary Chapter 11 petition (Bankr. D. Del. Case No. 15-10743) on April 7, 2015. Twelve of its affiliates filed separate Chapter 11 petitions the next day. The cases are pending before Judge Laurie Selber Silverstein. The Debtors tapped Kirkland & Ellis LLP, as general bankruptcy counsel; Pachulski Stang Ziehl & Jones LLP, as local bankruptcy counsel; Jefferies LLC, as financial advisor; Alvarez & Marsal North America, LLC, to provide a CRO and Interim VP of Finance; and Prime Clerk LLC as claims and noticing agent. * * * EveryWare Global, Inc., on May 22, 2015, confirmed the Company's financial restructuring plan dated April 7, 2015, that, among other things, will substantially reduce the Company's long-term debt. The plan, as supplemented, provides for the cancellation of the Company's existing common stock. The Company's existing common stockholders and holders of in-the-money warrants (other than the Company's prepetition term loan lenders and their affiliates and certain stockholders affiliated with the Company) will receive cash equal to $0.06 per existing share of common stock. EVERYWARE GLOBAL: Prime Clerk Okayed as Administrative Advisor -------------------------------------------------------------- EveryWare Global, Inc. and its debtor-affiliates were authorized by the U.S. Bankruptcy Court for the District of Delaware to employ Prime Clerk LLC as administrative advisor, nunc pro tunc to the April 7, 2015 petition date. The Debtors required Prime Clerk: (a) assist with, among other things, solicitation, balloting, and tabulation of votes, and prepare any related reports, as required in support of confirmation of a chapter 11 plan, and in connection with such services, process requests for documents from parties in interest, including, if applicable, brokerage firms, bank backoffices, and institutional holders; (b) prepare an official ballot certification and, if necessary, testify in support of the ballot tabulation results; (c) assist with the preparation of the Debtors' schedules of assets and liabilities and statements of financial affairs and gather data in conjunction therewith; (d) provide a confidential data room, if requested; (e) manage and coordinate any distributions pursuant to a chapter 11 plan; and (f) provide such other processing, solicitation, balloting, and other administrative services described in the Engagement Agreement, but not included in the Section 156(c) Application, as may be requested from time to time by the Debtors, the Court, or the Office of the Clerk of the Bankruptcy Court. Prime Clerk will be paid at these hourly rates: Analyst $35-$50 Technology Consultant $80-$120 Consultant $95-$145 Senior Consultant $150-$170 Director $180-$195 Solicitation Consultant $195 Director of Solicitation $220 Prime Clerk will also be reimbursed for reasonable out-of-pocket expenses incurred. Benjamin P. D. Schrag, executive vice president of Prime Clerk, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Prime Clerk can be reached at: Shai Waisman PRIME CLERK LLC 830 3rd Avenue, 9th Floor New York, NY 10022 Tel: (212) 257-5450 E-mail: swaisman@primeclerk.com About EveryWare Global Headquartered in Lancaster, Ohio, EveryWare (Nasdaq:EVRY) is a marketer of tabletop and food preparation products for the consumer and foodservice markets, with operations in the United States, Canada, Mexico and Asia. The company has more than 1,500 personnel throughout the United States. Sales and marketing functions are managed from executive offices in Lancaster, Ohio, with staff located in Melville, New York, New York City, and Oneida, New York. The primary operating subsidiaries, Oneida Ltd. and Anchor Hocking, LLC, were founded in 1848 and 1873, respectively. In 2011, investment funds affiliated with the Monomoy Capital Partners completed their acquisition of these companies and, in March 2012, integrated them under the EveryWare brand. In May 2013, a merger was completed where EveryWare became a wholly-owned subsidiary of ROI Acquisition Corp. ("ROI"), a special purpose acquisition company sponsored by affiliates of the Clinton Group, Inc., and ROI was renamed EveryWare Global Inc. As of Sept. 30, 2014, EveryWare reported assets of $238 million and liabilities of $380 million. EveryWare Global, Inc., commenced a Chapter 11 bankruptcy case to implement a prepackaged financial restructuring that converts $248 million of the long-term debt to 96% of the common stock of the company post-emergence. EveryWare Global filed a voluntary Chapter 11 petition (Bankr. D. Del. Case No. 15-10743) on April 7, 2015. Twelve of its affiliates filed separate Chapter 11 petitions the next day. The cases are pending before Judge Laurie Selber Silverstein. The Debtors tapped Kirkland & Ellis LLP, as general bankruptcy counsel; Pachulski Stang Ziehl & Jones LLP, as local bankruptcy counsel; Jefferies LLC, as financial advisor; Alvarez & Marsal North America, LLC, to provide a CRO and Interim VP of Finance; and Prime Clerk LLC as claims and noticing agent. * * * EveryWare Global, Inc., on May 22, 2015, confirmed the Company's financial restructuring plan dated April 7, 2015, that, among other things, will substantially reduce the Company's long-term debt. The plan, as supplemented, provides for the cancellation of the Company's existing common stock. The Company's existing common stockholders and holders of in-the-money warrants (other than the Company's prepetition term loan lenders and their affiliates and certain stockholders affiliated with the Company) will receive cash equal to $0.06 per existing share of common stock. FREDERICK'S OF HOLLYWOOD: Cancels May 28 Auction ------------------------------------------------ Sherri Toub, a bankruptcy columnist for Bloomberg News, reported that Frederick's of Hollywood Inc. canceled an auction set for May 28 after no qualified bidders emerged to compete with Authentic Brands Group LLC. According to the report, the Debtor will sell its e-commerce business, trademarks and inventory to ABG for $22.5 million, subject to reduction based on inventory value. ABG would also give Frederick’s 25 percent of revenue in perpetuity from the purchased brands, net of expenses, after ABG gets the first $10 million, the report related. About Frederick's Frederick's of Hollywood Group Inc., sells women's apparel and related products under its proprietary Frederick's of Hollywood brand. Frederick's had more than 200 brick-and-mortar stores at its peak. At present it sells its products at its online shop at http://www.fredericks.com/ On April 19, 2015, Frederick's of Hollywood and five affiliates each filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code. The cases are pending approval to be jointly administered under Case No. 15-10836 before the Honorable Kevin Gross (Bankr. D. Del.). The Company disclosed $36.5 million in assets and $106 million in debt as of the bankruptcy filing. The material debt obligations principally consist of $33 million in loans under a secured credit agreement, $16.2 million in unsecured promissory notes, and $56.7 million in trade debt and liabilities to landlords. The Debtors tapped Milbank, Tweed, Hadley & McCloy LLP, as bankruptcy counsel; Richards, Layton & Finger, P.A., as local counsel; Consensus Advisory Services LLC as investment banker and financial advisor; and Kurtzman Carson Consultants LLC, as claims and noticing agent. Andrew R. Vara, Acting U.S. Trustee for Region 3, notified the U.S. Bankruptcy Court in Delaware that he has appointed seven members to the Official Committee of Unsecured Creditors in the Chapter 11 cases of Frederick's of Hollywood, Inc., and its debtor affiliates. FREDERICK'S OF HOLLYWOOD: Hires Milbank Tweed as Attorneys ---------------------------------------------------------- Frederick's of Hollywood, Inc. and its debtor-affiliates seek authorization from the U.S. Bankruptcy Court for the District of Delaware to employ Milbank, Tweed, Hadley & McCloy LLP as attorneys, nunc pro tunc to the April 19, 2015 petition date. The Debtors require Milbank Tweed to: (a) advise the Debtors with respect to their rights, powers, and duties as debtors in possession in the continued operation of their businesses and the management of their properties; (b) advise and consult on the conduct of the Chapter 11 Cases, including all of the legal and administrative requirements of operating in chapter 11; (c) advise the Debtors and taking all necessary or appropriate actions at the Debtors' direction with respect to protecting and preserving the Debtors' estates, including the defense of any actions commenced against the Debtors, the negotiation of disputes in which the Debtors are involved, and the preparation of objections to claims filed against the Debtors' estates; (d) attend meetings and negotiating with representatives of creditors and other parties in interest, including governmental authorities, as necessary; (e) draft all necessary or appropriate pleadings in connection with the Chapter 11 Cases, including motions, applications, answers, orders, reports, and papers necessary or otherwise beneficial to the administration of the Debtors' estates; (f) represent the Debtors in connection with obtaining authority to continue using cash collateral and post-petition financing; (g) advise and assist the Debtors in connection with a proposed sale of all or substantially all of their assets under section 363 of the Bankruptcy Code; (h) advise the Debtors concerning potential executory contract and unexpired lease assumptions, assignments, and rejections; (i) appear before the Court and any appellate courts to represent the interests of the Debtors' estates; (j) advise the Debtors regarding tax matters; (k) take all necessary or appropriate actions in connection with a plan or plans of reorganization and related disclosure statement(s) and all related documents, and such further actions as may be required in connection with the administration of the Debtors' estates; and (l) perform and advise the Debtors as to all other necessary legal services in connection with these Chapter 11 Cases, including, without limitation, any general corporate legal services. Milbank Tweed will be paid at these hourly rates: Partners $995-$1,285 Of Counsel $940-$1,140 Special Counsel $955 Associates $390-$875 Legal Assistants $190-$335 Milbank Tweed will also be reimbursed for reasonable out-of-pocket expenses incurred. As of April 10, 2015, the Debtors provided Milbank Tweed with a retainer of $375,000 in accordance with the terms of Milbank Tweed's retention. As of April 17, 2015, the Debtors provided Milbank Tweed with an additional retainer in the amount of $525,000 in order to replenish the prior retainer. As of the date hereof, following application of the retainers described above prior to the Petition Date, Milbank Tweed holds a retainer in the amount of $.71 (the "Retainer") that it will hold according to its standard internal procedures in the same manner as Milbank Tweed holds retainers received from each of its other clients. Tyson M. Lomazow, partner in the Financial Restructuring Group of the firm Milbank Tweed, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Milbank Tweed can be reached at: Tyson M. Lomazow, Esq. MILBANK, TWEED, HADLEY & McCLOY LLP One Chase Manhattan Plaza New York, NY 10005 Tel: (212) 530-5000 Fax: (212) 530-5219 E-mail: tlomazow@milbank.com About Frederick's Frederick's of Hollywood Group Inc., sells women's apparel and related products under its proprietary Frederick's of Hollywood brand. Frederick's had more than 200 brick-and-mortar stores at its peak. At present it sells its products at its online shop at http://www.fredericks.com/ On April 19, 2015, Frederick's of Hollywood and five affiliates each filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code. The cases are pending approval to be jointly administered under Case No. 15-10836 before the Honorable Kevin Gross (Bankr. D. Del.). The Company disclosed $36.5 million in assets and $106 million in debt as of the bankruptcy filing. The material debt obligations principally consist of $33 million in loans under a secured credit agreement, $16.2 million in unsecured promissory notes, and $56.7 million in trade debt and liabilities to landlords. The Debtors tapped Milbank, Tweed, Hadley & McCloy LLP, as bankruptcy counsel; Richards, Layton & Finger, P.A., as local counsel; Consensus Advisory Services LLC as investment banker and financial advisor; and Kurtzman Carson Consultants LLC, as claims and noticing agent. FREDERICK'S OF HOLLYWOOD: Hires Richards Layton as Co-counsel ------------------------------------------------------------- Frederick's of Hollywood, Inc. and its debtor-affiliates seek authorization from the U.S. Bankruptcy Court for the District of Delaware to employ Richards, Layton & Finger, P.A. as co-counsel, nunc pro tunc to the April 19, 2015 petition date. The Debtors require Richards Layton to: (a) take all necessary actions to protect and preserve the estates of the Debtors, including the prosecution of actions on the Debtors' behalf, the defense of any actions commenced against the Debtors, the negotiation of disputes in which the Debtors are involved, and the preparation of objections to claims filed against the Debtors' estates; (b) advise the Debtors of their rights, powers, and duties as debtors and debtors in possession under chapter 11 of the Bankruptcy Code; (c) prepare on behalf of the Debtors, as debtors in possession, all necessary motions, applications, answers, orders, reports, and other papers in connection with the administration of the Debtors' estates and serve such papers on creditors; (d) take all necessary or appropriate actions in connection with a plan or plans of reorganization and related disclosure statements and all related documents, and such further actions as may be required in connection with the administration of the Debtors' estates; and (e) perform all other necessary legal services in connection with the prosecution of these chapter 11 cases. Richards Layton will be paid at these hourly rates: Partners $585-$825 Counsel $525 Associates $260-$490 Paraprofessionals $235 Russell C. Silberglied $725 Zachary I. Shapiro $490 Joseph C. Barsalona II $260 Ann Jerominski $235 Richards Layton will also be reimbursed for reasonable out-of-pocket expenses incurred. Prior to the Petition Date, the Debtors paid Richards Layton a total payment of $125,000 in connection with and in contemplation of these chapter 11 cases. The Debtors request that the retainer monies paid to Richards Layton and not expended for prepetition services and disbursements be treated as an evergreen retainer to be held by Richards Layton as security throughout the chapter 11 cases until Richards Layton's fees and expenses are awarded by final order and payable to Richards Layton. Russell C. Silberglied, director of Richards Layton, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Richards Layton can be reached at: Russell C. Silberglied, Esq. RICHARDS, LAYTON & FINGER, PA One Rodney Square 920 North King Street Wilmington, DE 19801 Tel: (302) 651-7700 Fax: (302) 651-7701 E-mail: silberglied@rlf.com About Frederick's Frederick's of Hollywood Group Inc., sells women's apparel and related products under its proprietary Frederick's of Hollywood brand. Frederick's had more than 200 brick-and-mortar stores at its peak. At present it sells its products at its online shop at http://www.fredericks.com/ Frederick's of Hollywood and five affiliates each filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 15-10836) on April 19, 2015. The cases are assigned to the Honorable Kevin Gross. The Company disclosed $36.5 million in assets and $106 million in debt as of the bankruptcy filing. The material debt obligations principally consist of $33 million in loans under a secured credit agreement, $16.2 million in unsecured promissory notes, and $56.7 million in trade debt and liabilities to landlords. The Debtors tapped Milbank, Tweed, Hadley & McCloy LLP, as bankruptcy counsel; Richards, Layton & Finger, P.A., as local counsel; Consensus Advisory Services LLC as investment banker and financial advisor; and Kurtzman Carson Consultants LLC, as claims and noticing agent. FREDERICK'S OF HOLLYWOOD: Taps Consensus as Financial Advisor ------------------------------------------------------------- Frederick's of Hollywood, Inc. and its debtor-affiliates seek authorization from the U.S. Bankruptcy Court for the District of Delaware to employ Consensus Advisory Services LLC as financial advisor and investment banker, nunc pro tunc to the April 19, 2015 petition date. The Debtors require Consensus to: (a) work with the management of the Debtors to understand the business, operations, properties, financial condition and prospects of the Debtors; (b) gather information concerning the use, value, and descriptions of the Debtors' assets (the "Assets"); (c) work with the Debtors to provide materials necessary to inform potential purchasers of the Debtors' business and the Assets and to support a possible sale, liquidation, or other disposition of the Assets (a "Transaction"); (d) develop and execute a sales and marketing program by (i) identifying potential parties who may have an interest in participating in a Transaction, including re-marketing the business and the Assets to those parties Consensus reached out to prepetition, (ii) approaching such parties to explore their interest; (iii) eliciting proposals to acquire the Assets from qualified acquirers, all with a view toward completing one or more sales, assignments, licenses, or other disposition of the Assets; and (e) assist and advise the Debtors in structuring, negotiating and closing a Transaction with one or more interested parties in the context of these chapter 11 cases. Debtors and Consensus have agreed to the following terms and structure for compensation: -- in the event that the Debtors and ABG consummate the Transaction contemplated by that certain Asset Purchase Agreement, dated as of April 13, 2015, during the term of Consensus' employment, the Debtors shall pay Consensus a transaction fee, which shall be a graduated fee that is based upon the "Cash Proceeds," as such term is defined in the Engagement Agreement (the "Sale Fee"). The Fee shall be calculated as follows: - if Cash Proceeds are up to, but not above, $20 million, 2% of the Cash Proceeds, the total of which will be offset against any amount of fees paid to Consensus prepetition pursuant to section 4.1 of the Engagement Letter (the "First Increment"); - if Cash Proceeds are above $20 million but less than $30 million, Consensus will be paid (i) the First Increment plus (ii) 4% of the difference of Cash Proceeds received minus $20 million ((i) and (ii) collectively, the (the "Second Increment")); and - if Cash Proceeds are equal to or greater than $30 million, Consensus will be paid (i) the First Increment; (ii) the Second Increment; and (iii) 6% of the difference of Cash Proceeds received minus $30 million. If Cash Proceeds are greater than $30 million, the First Increment will not be offset by the fees paid pursuant to section 4.1 of the Engagement Letter. -- in the event that (i) the Debtors enter into a "Sale Transaction", as such term is defined in the Engagement Agreement, with a party other than ABG, or (ii) the Engagement Agreement is terminated without Cause by the Debtors or with Cause by Consensus, the Debtors shall pay Consensus a transaction fee, which shall be a graduated fee that is based upon the "Gross Consideration," as such term is defined in the Engagement Agreement (the "Alternate Fee"). The Alternate Fee shall be calculated as follows: - if Gross Consideration is up to, but not above, $20 million, 2% of the Gross Consideration, the total of which will be offset against any amount of fees paid to Consensus prepetition pursuant to section 4.1 of the Engagement Letter (the "Alternate First Increment"); - if Gross Consideration is above $20 million but less than $30 million, Consensus will be paid (i) the Alternate First Increment plus (ii) 4% of the difference of Gross Consideration received minus $20 million ((i) and (ii) collectively, the (the "Alternate Second Increment")); and - if Gross Consideration is equal to or greater than $30 million, Consensus will be paid (i) the Alternate First Increment; (ii) the Alternate Second Increment; and (iii) 6% of the difference of Gross Consideration received minus $30 million. Note that if Cash Consideration is greater than $30 million, the Alternate First Increment will not be offset by the fees paid pursuant to section 4.1 of the Engagement Letter. -- with respect to that certain Revenue Sharing Agreement, dated as of April 13, 2015, by and between the Debtors and ABG, the Debtors or their successors in interest thereunder shall pay Consensus a fee equal to 5% of the revenues received under that agreement, provided that the aggregate fee shall not exceed $2 million (the "RSA Fee", and with the Sale Fee and the Alternate Fee, collectively, the "Fee"); -- compensation which is payable to Consensus following a Transaction shall be paid to Consensus from the proceeds of the Transaction subject to subsequent Court approval. Consensus will also be reimbursed for reasonable out-of-pocket expenses incurred. Michael A. O'Hara, chief executive Officer and managing member of Consensus, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Consensus can be reached at: Michael A. O'Hara 10 East 53rd Street, 24th Floor New York, NY 10022 Tel: (212) 651-2135 Fax: (212) 504-2772 About Frederick's Frederick's of Hollywood Group Inc., sells women's apparel and related products under its proprietary Frederick's of Hollywood brand. Frederick's had more than 200 brick-and-mortar stores at its peak. At present it sells its products at its online shop at http://www.fredericks.com/ Frederick's of Hollywood and five affiliates each filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 15-10836) on April 19, 2015. The cases are assigned to the Honorable Kevin Gross. The Company disclosed $36.5 million in assets and $106 million in debt as of the bankruptcy filing. The material debt obligations principally consist of $33 million in loans under a secured credit agreement, $16.2 million in unsecured promissory notes, and $56.7 million in trade debt and liabilities to landlords. The Debtors tapped Milbank, Tweed, Hadley & McCloy LLP, as bankruptcy counsel; Richards, Layton & Finger, P.A., as local counsel; Consensus Advisory Services LLC as investment banker and financial advisor; and Kurtzman Carson Consultants LLC, as claims and noticing agent. FREDERICK'S OF HOLLYWOOD: Taps Kurtzman Carson as Admin Advisor --------------------------------------------------------------- Frederick's of Hollywood, Inc. and its debtor-affiliates seek authorization from the U.S. Bankruptcy Court for the District of Delaware to employ Kurtzman Carson Consultants LLC as the administrative advisor, nunc pro tunc to the April 19, 2015 petition date. The Debtors require Kurtzman Carson to: (a) assist with, among other things, solicitation, balloting and tabulation of votes, and prepare any related reports, as required in support of confirmation of a chapter 11 plan, and in connection with such services, process requests for documents from parties in interest, including, if applicable, brokerage firms, bank back-offices and institutional holders; (b) prepare an official ballot certification and, if necessary, testify in support of the ballot tabulation results; (c) assist with the preparation of the Debtors' schedules of assets and liabilities and statements of financial affairs and gather data in conjunction therewith; (d) manage and coordinate any distributions pursuant to a chapter 11 plan; (e) prepare fee applications for Professional Services in accordance with any required procedures approved by the Court and as provided in paragraph 12 herein; and (f) provide other processing, solicitation, balloting and other administrative services described in the Engagement Agreement, but not included in the scope of the Section 156(c) Order, as may be requested from time to time by the Debtors, the Court or the Office of the Clerk of the Bankruptcy Court (the "Clerk"). Kurtzman Carson will be paid at these hourly rates: Executive Vice President Waived Director/Senior Managing Consultant $170 Consultant/Senior Consultant $65-$160 Project Specialist $45-$95 Technology/Programming Consultant $35-$70 Clerical $25-$45 Kurtzman Carson will also be reimbursed for reasonable out-of-pocket expenses incurred. The Debtors provided Kurtzman Carson a retainer in the amount of $30,000. KCC seeks to first apply the retainer to all prepetition invoices, and thereafter, to have the retainer replenished to the original retainer amount, and thereafter, to hold the retainer under the Engagement Agreement during these chapter 11 cases as security for the payment of fees and expenses incurred under the Engagement Agreement. Evan J. Gershbein, senior vice president of Corporate Restructuring Services for Kurtzman Carson, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Kurtzman Carson can be reached at: Drake D. Foster KURTZMAN CARSON CONSULTANTS LLC 2335 Alaska Ave. El Segundo, CA 90245 Tel: (310) 823-9000 Fax: (310) 823-9133 E-Mail: dfoster@kccllc.com About Frederick's Frederick's of Hollywood Group Inc., sells women's apparel and related products under its proprietary Frederick's of Hollywood brand. Frederick's had more than 200 brick-and-mortar stores at its peak. At present it sells its products at its online shop at http://www.fredericks.com/ Frederick's of Hollywood and five affiliates each filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 15-10836) on April 19, 2015. The cases are assigned to the Honorable Kevin Gross. The Company disclosed $36.5 million in assets and $106 million in debt as of the bankruptcy filing. The material debt obligations principally consist of $33 million in loans under a secured credit agreement, $16.2 million in unsecured promissory notes, and $56.7 million in trade debt and liabilities to landlords. The Debtors tapped Milbank, Tweed, Hadley & McCloy LLP, as bankruptcy counsel; Richards, Layton & Finger, P.A., as local counsel; Consensus Advisory Services LLC as investment banker and financial advisor; and Kurtzman Carson Consultants LLC, as claims and noticing agent. FRONTIER OILFIELD: Has $12.2-Mil. Working Capital Deficit --------------------------------------------------------- Frontier Oilfield Services, Inc., filed its quarterly report on Form 10-Q, disclosing a net income of $1.71 million on $2.73 million of revenues for the three months ended Mar. 31, 2015, compared with a net loss of $1.47 million on $4.93 million of revenue for the same period last year. The Company's balance sheet at Mar. 31, 2015, showed $15.3 million in total assets, $13.7 million in total liabilities, and a stockholders' equity of $1.55 million. The Company has generated losses from operations, has an accumulated deficit and working capital deficiency. These factors raise substantial doubt regarding the Company's ability to continue as a going concern. As a result, its auditors issued an audit opinion with respect to the 2014 annual financial statements which included a statement describing going concern status. A copy of the Form 10-Q is available at: http://is.gd/lfMKcF Frontier Oilfield Services, Inc., is engaged in the transportation and disposal of saltwater and other oilfield fluids in Texas. The Chico, Texas-based Company currently owns and operates eleven disposal wells in Texas. FTS INTERNATIONAL: Moody's Rates New $350MM Notes 'B1' ------------------------------------------------------ Moody's Investors Service assigned a B1 rating to FTS International, Inc.'s proposed $350 million senior secured notes due 2020. Moody's also downgraded its Corporate Family Rating to Caa1 from B2 and the ratings on FTSI's existing debt to Caa2 from B2. The company's Speculative Grade Liquidity Rating was moved to SGL-2 from SGL-3. This concludes the ratings review started May 1, 2015. The outlook is stable. "FTS International's $350 million debt issuance should provide adequate liquidity through mid-2016 as the company endures the sharp downturn in North American demand for oilfield services," stated James Wilkins, a Moody's analyst. "However, the Corporate Family Rating was lowered to Caa1 to reflect the depressed fundamentals of the oilfield services business and uncertain timing and nature of a recovery in profitability and cash flow generation." The following summarizes the ratings activity. FTS International, Inc. Ratings assigned: -- Sr. Secured notes due 2020 -- B1 (LGD2) Ratings downgraded: -- Corporate Family Rating -- Caa1 from B2 -- Probability of Default Rating -- Caa1-PD from B2-PD -- Sr sec term loan due 2021 -- Caa2 (LGD4) from B2 (LGD4) -- Sr sec notes due 2022 -- Caa2 (LGD4) from B2 (LGD4) Ratings upgraded: -- Speculative Grade Liquidity Rating -- SGL-2 from SGL-3 -- Outlook: Stable FTSI's Caa1 CFR reflects Moody's expectation that the company's operating results and credit metrics will be stressed through 2015 and into 2016 as a result of the sharp decline in demand for its oilfield services. The company generated negative $12 million of EBITDA (including Moody's analytical adjustments) in the first quarter 2015, as a result of lower demand for oilfield services and price reductions demanded by customers throughout the industry. At the end of the first quarter 2015, the company was operating 25 of its 32 fleets. The average price for its fracturing services in the first quarter 2015 declined 18%, but lower quarter-end prices will lead to a further decline in average quarterly prices in the second quarter 2015. FTSI has taken steps to reduce its costs, but the cost reduction efforts will not be fully realized until the second half 2015. Moody's expects the company to generate negative free cash flow in 2015 and early 2016. However, the nature and timing of a recovery in demand for oilfield services is a function of crude oil and natural gas commodity prices, and therefore is uncertain. Under Moody's Loss-Given-Default rating methodology, the proposed $350 million notes due 2020 are rated B1, three notches higher than the Caa1 CFR, as a result of the notes due 2020 having a first lien security interest in the company's working capital and PP&E, and being effectively senior in ranking to the existing $470 million secured notes due 2022, the $480 million secured term loan due 2021, as well as the unsecured non-debt obligations. The company's ratings are further restrained by the company's high concentration in one service line (domestic pressure pumping) and its exposure to the extremely competitive and highly cyclical industry landscape dominated by much larger and financially stronger players. FTSI has a high quality fleet of fracturing equipment, scale within its niche oilfield services business in certain North American geographies, substantial market positions and related equipment manufacturing operations that further supports its industry expertise and profit margins. FTSI's SGL-2 Speculative Grade Liquidity Rating reflects good liquidity supported by cash balances ($350 million as of March 31, 2015, pro forma for the debt issuance and termination of the revolving credit facility) and operating cash flow. The company will repay borrowings under the $300 million ABL revolving credit facility with part of the net proceeds from the notes issuance and terminate the revolving credit facility, after which it will not be subject to maintenance financial covenants. Moody's expect funds from operations to decrease in 2015 as horizontal drilling activity and demand for fracturing remains substantially below 2014 levels. FTSI will have the ability to manage its liquidity by reducing capex to below historical levels ($112 million in 2014) as drilling activity in 2015 will not support growth. The company does not have any maintenance financial covenants under its term loan. The stable outlook reflects Moody's expectation that FTSI will have ample liquidity to enable it to weather the downturn in demand for its oilfield services. The ratings could be downgraded if its liquidity materially worsened such that the firm was expected to have less than $75 million of cash in the next 12 months. The ratings could be upgraded should its operating performance improve such that EBITDA margins remain above 5%, leverage (debt/EBITDA) remains below 5x and retained cash flow to debt remains above 5% on a sustained basis. The principal methodology used in these ratings was Global Oilfield Services Industry Rating Methodology published in December 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. FTS International, Inc., through its wholly owned subsidiary, FTS International Services, LLC, provides oil and natural gas well stimulation products and services (with a focus on high-pressure hydraulic fracturing) to exploration and production (E&P) companies. FTSI is owned 70% by a subsidiary of Temasek Holdings (Private), Limited (Aaa stable), Senja Capital Ltd and other investors (Investor Group) with the remaining 30% owned by Chesapeake Energy Corporation (Ba1 positive). FULLER BRUSH: Bankruptcy Court Closes Chapter 11 Cases ------------------------------------------------------ SierraConstellation Partners, as Liquidating Trustee of The Fuller Brush Company, Inc., and CPAC, Inc., sought and obtained from Judge Sean H. Lane of the U.S. Bankruptcy Court for the Southern District of New York a final decree closing the Debtor's Chapter 11 cases. According to Andrew C. Gold, Esq., at Herrick, Feinstein LLP, in New York, a substantial consummation of the joint Chapter 11 plan has occurred. Pursuant to the Plan, on December 6, 2013, the Debtors and Stillwater Advisory Group, the initial liquidating trustee appointed by the Debtors, executed a liquidating trust agreement. Thereafter, Stillwater Advisory Group resigned and appointed SierraConstellation Partners as successor Liquidating Trustee, in accordance with the Liquidating Trust Agreement. Mr. Gold says that pursuant to the Plan, on account of the Class 2 Victory Park Secured Claim, Victory Park received the following: (i) the proceeds of the ILS Sale; (ii) the VPC Purchased Assets; (iii) the proceeds of the sales of the Non-Fuller Assets. Distributions to Victory Park under the Plan have been made. Mr. Gold adds that pursuant to the Plan, on account of Class 3 General Unsecured Claims, general unsecured creditors received their pro rata distribution of $100,000. Distributions to general unsecured creditors under the Plan have been made. Judge Lane signed the final decree order on April 15, 2015. The Liquidating Trustee is represented by: Andrew C. Gold, Esq. Hanh V. Huynh, Esq. HERRICK, FEINSTEIN LLP 2 Park Avenue New York, NY 10016 Tel: (212)592-1400 Fax: (212)592-1500 Email: agold@herrick.com hhuynh@herrick.com About Fuller Brush The Fuller Brush Company -- http://www.fuller.com/-- sells  branded and private label products for personal care, commercial and household cleaning and has a current catalog of 2,000 cleaning products. Some of Fuller's retail partners include Home Trends,  Bi-Mart, Byerly's, Lunds, Home Depot, Do-It-Best, Primetime Solutions, Vermont Country Store and Starcrest.   Founded in 1906 and based in Great Bend, Kansas, The Fuller Brush Company, Inc., and its parent, CPAC, Inc., filed for Chapter 11 protection (Bankr. S.D.N.Y. Case Nos. 12-10714 and 12-10715) in Manhattan on Feb. 21, 2012. Fuller Brush filed for bankruptcy five years after the company was taken over by private equity firm Buckingham Capital Partners. Fuller, which has 180 employees as of the Chapter 11 filing, disclosed $22.9 million in assets and $50.9 million in debt. Fuller said it will be business as usual while undergoing Chapter 11 restructuring. But it said that while in reorganization, it intends to trim about half of the current catalog of cleaning products.   Herrick Feinstein LP serves as the Debtors' bankruptcy counsel.   The official committee of unsecured creditors has tapped the law firm of Kelley Drye & Warren LLP as counsel.   The reorganization is being financed with a $5 million loan from an affiliate of Victory Park Capital Advisors LLC, the secured lender owed $22.7 million.   In October 2012, Innovative Livestock Services Inc. purchased Fuller Brush's non-consumer business for $12 million cash.  Victory Park exchanged $5 million in secured debt for the Debtors' consumer business.  The U.S. Bankruptcy Court for the Southern District of New York in April 2015 entered an order confirming The Fuller Brush Company, Inc., and CPAC, Inc.'s Modified Joint Chapter 11 Plan filed Feb. 19, 2013. Class 2 (Victory Park Secured Claim) and Class 3 (General Unsecured Claims) voted to accept the Plan. As reported in the TCR on March 27, Judge Sean H. Lane approved the disclosure statement explaining The Fuller Brush Company, Inc., et al.'s Plan of Reorganization. GOLDEN COUNTY: Proposes July 1 Auction on Assets ------------------------------------------------ Sherri Toub, a bankruptcy columnist for Bloomberg News, reported that Golden County Foods Inc. filed a motion seeking permission to sell substantially all of its assets and complete that sale within 60 days or convert the Chapter 11 case to Chapter 7 where its assets will be liquidated piecemeal. According to the report, the Debtor has a deal to sell substantially all assets for to Monogram Foods for $22 million, plus the assumption of liabilities, subject to competitive bidding. The Monogram deal hinges on getting a new contract with a major customer on satisfactory terms and termination of the company's union contract, the Bloomberg report said, citing court papers. The Debtor proposes that competing bids be due June 29 followed by an auction and sale-approval hearing on July 1. About Golden County Golden County (Bankr. D. Del. Case No. 15-11062) and its affiliates GCF Franchisee, Inc. (Bankr. D. Del. Case No. 15-11063) and GCF Holdings II, Inc. (Bankr. D. Del. Case No. 15-11064) filed separate Chapter 11 bankruptcy petitions on May 15, 2015, estimating assets and liabilities at between $10 million and $50 million each. The petition was signed by Dave Wiggins, chief executive officer. Mark D. Collins, Esq., and Tyler D. Semmelman, Esq., at Richards, Layton & Finger, P.A., serve as the Debtors' counsel. The Debtors also hired Neligan Foley LLP as local counsel. GOODMAN TANK: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Goodman Tank Lines, Inc. 463 Old Reading Pike Stowe, PA 19464 Case No.: 15-13768 Chapter 11 Petition Date: May 29, 2015 Court: United States Bankruptcy Court Eastern District of Pennsylvania (Philadelphia) Judge: Hon. Ashely M. Chan Debtor's Counsel: Albert A. Ciardi, III CIARDI CIARDI & ASTIN, P.C. One Commerce Square 2005 Market Street, Suite 3500 Philadelphia, PA 19103 Tel: (215) 557-3550 Fax: 215-557-3551 Email: aciardi@ciardilaw.com - and - Jennifer E. Cranston, Esq. CIARDI CIARDI & ASTIN, P.C. One Commerce Square 2005 Market Street, Suite 3500 Philadelphia, PA 19103 Tel: 215 557 3550 Email: jcranston@ciardilaw.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $10 million to $50 million The petition was signed by Craig D. Goodman, president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/paeb15-13768.pdf GT ADVANCED: Court Approves Settlement on upMeyer Equipment ----------------------------------------------------------- Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, reported that GT Advanced Technologies Inc. received bankruptcy court approval of a settlement with supplier that frees upMeyer Burger AG equipment for sale. According to the report, the Debtor used Meyer Burger equipment to cut and process sapphire boules grown in the furnaces now being marketed for sale. Among other disputes, Meyer Burger said it owned some of the equipment, valued at almost $12 million, the report related. The accord resolves the ownership dispute in GT Advanced's favor, clearing the path for the company to sell the equipment, the report further related. As part of the settlement, Meyer Burger waives all so-called reclamation and administrative claims against the company that would have required payment in full, Bloomberg said, citing court papers. It gets a $34.8 million unsecured claim against GT Advanced, representing a reduction of more than $48.6 million, the Bloomberg report noted. About GT Advanced Technologies Headquartered in Merrimack, New Hampshire, GT Advanced Technologies Inc. -- http://www.gtat.com/-- produces materials and equipment for the electronics industry. On Nov. 4, 2013, GTAT announced a multiyear supply deal with Apple Inc. to produce sapphire glass material for use in consumer electronics products. Under the deal, Apple would provide GTAT with a prepayment of approximately $578 million paid in four installments and, starting in 2015, GTAT would reimburse Apple for the prepayment over a five-year period. GT is a publicly held corporation whose stock was traded on NASDAQ under the ticker symbol "GTAT." GTAT was de-listed from the NASDAQ stock exchange in October 2014. As of June 28, 2014, the GTAT Group's unaudited and consolidated financial statements reflected assets totaling $1.5 billion and liabilities totaling $1.3 billion. As of Sept. 29, 2014, GTAT had $85 million in cash, $84 million of which is unencumbered. On Oct. 6, 2014, GT Advanced Technologies and eight affiliates filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. D.N.H. Lead Case No. 14-11916). GT sought bankruptcy protection due to a severe liquidity crisis brought about by its issues with Apple. The Debtors have tapped Nixon Peabody LLP and Paul Hastings LLP as attorneys and Kurtzman Carson Consultants LLC as claims and noticing agent. The U.S. Trustee has named seven members to the Official Committee of Unsecured Creditors. The Committee' professionals are Kelley Drye as its bankruptcy counsel; Devine, Millimet & Branch, Professional Association as local counsel; EisnerAmper LLP as financial advisors; and Houlihan Lokey Capital, Inc. as investment banker. GTAT has reached a settlement with Apple. The settlement gives Apple an approved claim for $439 million secured by more than 2,000 sapphire furnaces that GT Advanced owns and has four years to sell, with proceeds going to Apple. In addition, Apple gets royalty-free, non-exclusive licenses for GTAT's technology. GULF PACKAGING: U.S. Trustee Forms Creditors Committee ------------------------------------------------------ The U.S. trustee overseeing the bankruptcy case of Gulf Packaging Inc. appointed nine creditors to serve on an official committee of unsecured creditors: (1) Ramunas Venclovas Signode Industrial Group LLC (2) Robert Novotny AEP Industries, Inc. (3) Mark Belfore Maillis Strapping Systems, USA, Inc. (4) Judy McHenry Intertape Polymer Corp. (5) Shelly Martin Berry Plastics Corporation (6) Vito Gentile Sigma Stretch Film (7) Alexander LaRosa (representative) Stacktight, LLC (8) Asami Cillo Strapack, Inc. (9) Jim Schornagel Leicatex Limited 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 Gulf Packaging Formed as a Texas corporation in February 2012, Gulf Packaging Inc. is a national distributor of packaging equipment and supplies, which sells its product by and through several independent entities. GPI is a private company, with its equity held in equal parts by the Fleck Family Partnership, LLC and CWJ Eagle, LLC (which is affiliated with the Cutshall family). Gulf Packaging sought Chapter 11 protection (Bankr. N.D. Ill. Case No. 15-15249) on April 29, 2015. The case is assigned to Judge Pamela S. Hollis. The Debtor tapped FrankGecker LLP as counsel; BMC Group Inc. as claims and noticing agent; and the firm of Gavin/Solmonese to provide Edward T. Gavin as Chief Restructuring Officer. HIGH RIDGE: Files Schedules of Assets and Liabilities ----------------------------------------------------- High Ridge Management Corp., filed with th U.S. Bankruptcy Court for th Souther District of Florida its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $15,500,000 B. Personal Property $3,818,753 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $14,139,712 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-Priority Claims $7,177,964 ----------- ----------- Total $19,318,753 $21,317,676 A copy of the schedules is available for free at: http://bankrupt.com/misc/HighRidgeManagement_97_initialSAL.pdf About High Ridge High Ridge Management Corp., Hollywood Pavilion and Hollywood Hills Rehabilitation Center LLC, sought Chapter 11 protection (Banrk. S.D. Fla. Lead Case No. 15-16388) in Fort Lauderdale, Florida, on April 8, 2015. Judge John K Olson presides over the jointly administered cases. High Ridge owns real property located at 1200 North 35th Avenue and 1201 North 37th Avenue, Hollywood, Florida, and is the landlord of Pavilion and Hollywood Hills. Before executing a management agreement with Larkin Community Hospital, Pavilion was operating a 50-bed Florida-licensed mental health hospital on the real property. Before the appointment of a receiver, Hollywood Hills operated a 152-bed Florida-licensed nursing home on the real property. High Ridge is the 100 percent owner of the membership interests in Hollywood Hills and Pavilion. Prior to Jan. 14, 2014, when a receiver was appointed, High Ridge managed the operations for Pavilion and Hollywood Hills. Timothy R Bow, Esq., and Grace E. Robson, Esq., at Markowitz Ringel Trusty + Hartog, P.A., in Fort Lauderdale, Florida, serve as the Debtors' counsel. INTERNATIONAL BRIDGE: Bankruptcy Won't Affect Dept. of Education ---------------------------------------------------------------- International Bridge Corporation's bankruptcy filing won't affect the Department of Education, Roselle Romanes, writing for Pacificnewscenter.com, reports, citing DOE Superintendent Jon Fernandez. According to Pacificnewscenter.com, Mr. Fernandez said that the Department doesn't deal directly with the Company, which built the new John F. Kennedy High School. Pacificnewscenter.com, citing Mr. Fernandez, relates that since JFK is one of the Department's lease schools, they deal directly with the landlord Capital Projects Finance Authority, whose maintenance contractor is the Company. Mr. Fernandez, Pacificnewscenter.com reports, said that they already met with CaPFA representatives and he was assured that operations will continue to run smoothly and that there will be no interruption of services. About Int'l Bridge Corp. International Bridge Corporation, a contractor for government projects in the South Pacific and Guam, sought Chapter 11 protection (Bankr. D. Kan. Case No. 15-20951) in Kansas City on May 7, 2015. Robert Toelkes, the sole shareholder and manager, signed the petition. The Debtor disclosed total assets of $17.4 million and total debts of $27.4 million. The case is assigned to Judge Robert D. Berger. The Debtor tapped Stevens & Brand, LLP, as its counsel. Foulston Siefkin, LLP, serves as the Debtor's special litigation counsel. Robert G. Nath, PLLC, represents the Debtor as special tax counsel. According to the docket, the Debtor's Chapter 11 plan and disclosure statement are due by Sept. 4, 2015. INTERNATIONAL STEM CELL: Needs to Raise More Working Capital ------------------------------------------------------------ International Stem Cell Corp. filed its quarterly report on Form 10-Q, disclosing a net loss of $1.23 million on $1.62 million of revenues for the three months ended Mar. 31, 2015, compared with a net loss of $1.44 million on $1.65 million of revenue for the same period last year. The Company's balance sheet at Mar. 31, 2015, showed $6.69 million in total assets, $6.77 million in total liabilities, and a stockholders' deficit of $79,000. The Company needs to raise additional working capital. The timing and degree of any future capital requirements will depend on many factors. Currently, the Company's burn rate is approximately $255,000 per month, excluding capital expenditures and patent costs averaging $56,000 per month. There can be no assurance that the Company will be successful in maintaining its normal operating cash flow, and that such cash flows will be sufficient to sustain the Company's operations through 2015. Based on the above, there is 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/1aj1Ml International Stem Cell Corp. operates as a biotechnology company, which develops a new stem cell technology called parthenogenesis that addresses the problem of immune-rejection. The company operates through two business subsidiaries: Lifeline Skin Care and Lifeline Cell Technology. Stem Cell was founded by William B. Adams, Kenneth C. Aldrich and Gregory S. Keller on August 17, 2001 and is headquartered in Carlsbad, CA. ITR CONCESSION: Toll Road Exits Bankruptcy Protection ----------------------------------------------------- Patrick Fitzgerald, writing for Daily Bankruptcy Review, reported that a toll road that runs across northern Indiana exited bankruptcy protection and is now be operated by Australia's IFM Investors. According to the report, IFM Investors paid $5.725 billion to operate the 157-mile road between the Ohio Turnpike and Chicago Skyway for the next 66 years. The deal closed on May 27, according to a filing in U.S. Bankruptcy Court in Chicago, the report said. About ITR Concession ITR Concession Co. operates a 157-mile, four- to six-lane toll road in Northern Indiana commonly referred to as the Indiana Toll Road. The toll road is a vital artery for interstate commerce, linking the City of Chicago and Lake Michigan to the interstate highway system, as well as markets, ports, and commercial and financial centers across the United States. The toll road opened in 1956 and is used by nearly 130,000 vehicles per day. ITR Concession and its affiliates filed for bankruptcy protection (Bankr N.D. Ill. Lead Case No. 14-34284) on Sept. 21 with a plan to restructure some $6 billion in debt by selling its assets or reorganizing its business. The Debtors have tapped Marc Kieselstein, Esq., Chad J. Husnick, Esq., Jeffrey D. Pawlitz, Esq., and Gregory F. Pesce, Esq., at Kirkland & Ellis LLP as counsel; Moelis & Company LLC as investment banker; and Kurtzman Carson Consultants LLC, as claims and notice agent. As of the Petition Date, the Debtors have outstanding funded debt of $6.0 billion that is comprised of approximately $3.855 billion in principal amount of first-priority syndicated bank-debt obligations and approximately $2.15 billion in principal amount of pari passu first-lien interest rate hedging obligations. JOSEPH C. FIORE: Ally Wins Stay Relief to Repossess Vehicle ----------------------------------------------------------- Bankruptcy Judge Gregory L. Taddonio granted Ally Financial Services, Inc.'s request for relief from automatic stay in the Chapter 11 case of Joseph C. Fiore and Marion M. Fiore. On March 17, 2015, Ally Financial Services (Ally) filed its motion seeking relief from automatic stay on the grounds that its interest in a 2008 Nissan Maxima, over which it holds a lien, was not adequately protected due to a lack of insurance on the vehicle and the absence of monthly papers. In his May 6, 2015 memorandum opinion available at http://is.gd/20sPoCfrom Leagle.com, Judge Taddonio concluded that Ally's interest in the Nissan is not adequately protected because it is not receiving any payments to compensate it for the lost value attributable to the debtors' continued use and possession of the vehicle. Without a firm offer of adequate protection, and in the absence of sufficient cash flow to suggest the Debtors possess the ability to fulfill its obligations, the Court concluded that Ally is entitled to relief from the automatic stay to pursue its rights under applicable nonbankruptcy law. About Joseph C. Fiore and Marion M. Fiore Joseph and Marion Fiore filed a voluntary petition for relief under chapter 13 of the United States Bankruptcy Code (Bankr. W.D. Pa. Case No. 13-21363-GLT) on March 29, 2013. Their chapter 13 plan was confirmed on April 7, 2014. They later requested conversion of the case to chapter 11 of the Bankruptcy Code. The Court granted the request and converted the case. KARMALOOP INC: Names Seth Haber Chief Executive Officer ------------------------------------------------------- Boston-based Karmaloop, Inc., a 15-year-old online retailer specializing in streetwear, art and music-inspired clothing, on May 26 disclosed that industry veteran Seth Haber will lead the company as CEO. Mr. Haber is the former co-owner and director of the hugely successful Agenda Trade Shows. Held in New York and Long Beach, California, The Agenda Trade Shows are the premier streetwear and action sports trade events. Mr. Haber exited the company following its sale to Reed Exhibitions in December 2012. A native of Brookline, Mass., Mr. Haber holds a bachelor's degree in Industrial and Labor Relations from Cornell University. "Karmaloop has a unique and loyal customer base and I look forward to leading the company toward a strong future, for the sake of our customers and vendors as well as our employees," said Mr. Haber. "I have been in this business for a long time and I have worked with most, if not all, of KL's key business partners. I know that we can continue to build on what the company has already done in order to take it to the next level." Comvest Partner Robert O'Sullivan said, "We conducted an extensive CEO search and found a number of highly qualified candidates interested in leading Karmaloop. Throughout the process, Seth distinguished himself as our number one choice. His passion for the streetwear culture, varied experience in the industry and achievement in building Agenda made him a natural fit for the position. We feel very lucky to have found Seth, and even more fortunate that we were able to convince him that this is a unique opportunity to restore Karmaloop to its roots. Because of our confidence in Seth, we are investing significant capital to support his vision and ensure the company is able to deliver the kind of customer experience that will lead to success." Haber's appointment follows the recent acquisition of Karmaloop by Comvest Partners, West Palm Beach, and CapX Partners, Chicago, which includes all of Karmaloop's businesses; Karmaloop.com, PLNDR, Kazbah and Karmaloop Europe. Comvest and CapX will acquire the Company as part of the Company's voluntary chapter 11 bankruptcy case pending in the United States Bankruptcy Court for the District of Delaware. The sale is expected to close in early June. 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. KENAN ADVANTAGE: Moody's Alters Outlook to Stable & Affirms B1 CFR ------------------------------------------------------------------ Moody's Investors Service revised the rating outlook of Kenan Advantage Group, Inc. to stable from negative. Concurrently, Moody's affirmed all other ratings of Kenan, including the B1 Corporate Family Rating, B1-PD Probability of Default rating, as well as the Ba3 and B3 ratings of the senior secured credit facility and the $350 million senior unsecured notes due 2018, respectively. The rating outlook revision reflects Moody's expectation that the improvements in operating margins and cash flow generation that Kenan has demonstrated are sustainable and will result in credit metrics that are more supportive of the company's B1 CFR. Operating margins increased to almost 6% in 2014, from only 4.5 to 5.0% in previous years, calculated on a Moody's adjusted basis. At current levels of profitability, Kenan should be able to generate consistently positive free cash flow of around $15 to $25 million annually. While leverage has been high due to Kenan's acquisitive growth strategy and past distributions to its shareholders, Moody's anticipates Debt-to-EBITDA to be around 4.5 times in 2015, more in line with levels typically seen at the B1 rating category. The B1 CFR also considers Kenan's position as a leading truck-transporter of liquid bulk products throughout the United States and western Canada. Kenan's acquisitive growth strategy enhances the company's scale, geographic footprint and end market exposure, but sizeable acquisitions are likely funded with additional debt, increasing the risk of elevated leverage. At the same time, Moody's believes that Kenan's fuel delivery services and transportation services in the food sector make the company less susceptible to an economic downturn compared to other trucking companies. Moody's expects that Kenan's liquidity profile will remain adequate. While cash balances are modest, Moody's anticipates that Kenan will generate sufficient cash flow from operations to fund sizeable investments in its fleet and network. The company is expected to maintain ample headroom under its senior secured leverage and interest coverage loan covenants. However, Kenan is reliant on external sources to fund the more than $500 million of maturities due in June 2016. The stable rating outlook is predicated on Moody's expectation of a favorable demand and pricing environment, as well as operating margins at current levels of around 6%, supporting steady but modest improvements in the company's credit metrics. The ratings could be downgraded if Moody's expects Debt-to-EBITDA to exceed 5.0 times on a sustained basis, EBIT to Interest to remain below 1.5 times, or if Moody's expects availability under the revolving credit facility to diminish due to high usage or covenant restrictions. Operational challenges, significant debt-funded acquisitions or shareholder distributions could also pressure the ratings. Ratings could be upgraded if the company demonstrates improving margins, cash flow and leverage through earnings growth or reduction of debt through the use of free cash flow. Debt-to-EBITDA would need to be sustained below 4.0 times and EBIT-to-Interest would need to exceed 2.5 times to warrant an upgrade of the CFR. Outlook Actions: Issuer: Kenan Advantage Group, Inc. -- Outlook, Changed To Stable From Negative Affirmations: Issuer: Kenan Advantage Group, Inc. -- Corporate Family Rating, Affirmed B1 -- Probability of Default Rating, Affirmed B1-PD -- Senior Secured Bank Credit Facilities, Affirmed Ba3 (LGD3) -- Senior Unsecured Regular Bond/Debenture, Affirmed B3 (LGD5) The principal methodology used in these ratings was Global Surface Transportation and Logistics Companies 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. Kenan is a provider of liquid bulk transportation and logistics services to the fuels, chemicals, liquid food and merchant gas markets. Utilizing a dedicated contract carriage model, Kenan offers transportation services throughout the U.S. and in western Canada. Revenues for the last 12 months ended March 2015 were approximately $1.5 billion. KOSMOS ENERGY: Fitch Affirms 'B' Issuer Default Rating ------------------------------------------------------ Fitch Ratings has affirmed US-based Kosmos Energy Ltd.'s Long-term Issuer Default Rating at 'B' with Stable Outlook. The company's senior secured rating and $525 million notes due 2021 are also affirmed at 'B'/'RR4'. KOS's ratings take into account the company's small though growing upstream production, lack of geographical diversification, and rising leverage as we expect its capex to peak in 2015. On the positive side we note KOS's reasonable liquidity, sound per-barrel profitability at the company's only producing Jubilee field in Ghana and strong prospects for production growth in 2016-2017. Also, a strong hedging position in 2015-16 acts as a buffer against the negative effect of low oil prices, which Fitch assumes will stabilize at USD80/bbl for Brent by 2017. KOS is a small but growing oil and gas exploration and production (E&P) company focused on the offshore Atlantic margin, with 2014 net production of 23 thousand barrels of oil per day (Mbpd) from the offshore Jubilee field in Ghana (B/Negative). The company has a 24.1% working interest in the Jubilee field, which produces around 100 Mbpd. In 2014 KOS generated USD716m in EBITDAX (EBITDA before exploration expenses). KEY RATING DRIVERS Hedging Mitigates Falling Oil Prices Fitch expects KOS's profits to decline in 2015 on weaker oil price but this will be partly offset by the company's strong hedging position. This should allow KOS to proceed with its ambitious exploration and development programme. More than 70% of KOS's 2015-16 production is hedged at above USD80/bbl. At mid-May 2015 Brent was trading at around USD65/bbl, compared with USD110/bbl in early July 2014. Fitch expects prices to rebound to the marginal cost of supply of USD80 Brent by 2017, which Fitch now uses as a base case. Production Set To Increase KOS's small scale of operation and lack of geographic diversification are dominant drivers of its 'B'-category rating. KOS intends to boost production by developing two sites in close proximity to the Jubilee field, TEN (Tweneboa, Enyenra, Ntomme) and possibly MTA (Mahogany, Teak, Akasa). Fitch may consider an upgrade to 'B+' if the company's production exceeds 40Mbpd. Fitch now expects that production will gradually rise to 30Mbpd in 2017 from 23Mbpd in 2015; this conservative forecast assumes possible delays with ramping-up the Jubilee field and bringing TEN on line. KOS expects its production to exceed 40Mbpd by 2017 and that TEN will proceed as planned. Ghana-Ivory Coast Border Dispute Ghana and Ivory Coast have never officially agreed on their maritime border, and in September 2014 Ghana took legal action under a UN convention to resolve the dispute as it could affect the TEN project. In April 2015 the Hamburg-based International Tribunal for the Law of the Sea ordered to suspend all new drilling in the disputed area until the final decision is taken in 2017; however, it allowed production from wells already drilled. KOS announced it expects TEN to proceed as planned as all the wells required for the 'first oil' phase have been drilled. Fitch agrees that the risks there are limited; however, Fitch is unlikely to give KOS the full credit for the project until the issue has been resolved. Fitch believes there might be some delays with ramping up TEN to the planned level of production as a limit to the amount of drilled wells would somewhat reduce the company's flexibility in responding to possible geological issues. Under the worst case scenario (the project is suspended or even lost) Fitch expects KOS and its partners to intensify the MTA project instead. Its credit metrics would not significantly worsen vs. Fitch's expectations as it gives KOS very limited upside for TEN at this stage. Adequate Reserves At end-2014 KOS had proved oil and gas reserves of 75 million barrels (MMboe). Its proved (1P) reserve life of nine years and proved and probable (2P) reserve life of 17 years are in line with the median for Fitch-rated speculative-grade peers (10 and 18 years, respectively). KOS's per-barrel profitability is strong due to a favourable tax regime, fairly low lifting costs and concentration on liquids. In 2014, its funds from operation (FFO) per barrel produced amounted to USD61/bbl, compared with the median of USD30/bbl. Elevated Country Risk KOS is exposed to elevated country risks, as its operations are concentrated in Ghana. Ghana has a strong business environment relative to that of other African countries, ranking 70 out of 189 in the World Bank's 2015 Doing Business Survey. It is also safer compared with some other parts of Africa such as the Niger Delta. However, the country's public finances are weak. Fitch expects that the tax regime for oil companies in Ghana will not change over the medium term, and KOS's tax burden will not materially increase. However, the possibility of tax regime change cannot be ruled out due to Ghana's large budget deficit. Fitch also assumes that KOS's operations would not necessarily be affected by capital controls or other possible restrictive measures, since the company's proceeds do not flow through Ghana, and its cash assets are kept primarily outside Ghana. Fitch therefore do not cap KOS's rating at the sovereign rating or the Country Ceiling. However, Fitch may review this approach if the government attempts to revise the tax regime in Ghana. Substantive Exploration Portfolio KOS has a wide exploration portfolio, including several licensed blocks in offshore west Africa, Portugal, Suriname and Ireland. Near-term prospects are centred in offshore Mauritania, where the company announced a significant gas discovery in early 2015. In March 2015, Chevron acquired a 30% non-operated interest in KOS's blocks offshore Mauritania, reducing KOS's share to 60%. Although Chevron will pay a disproportionate share of the costs of further exploration work in the area, KOS's exploration spending will also significantly increase to USD300m in 2015 (vs. around USD150m per annum in 2012-14). This will put a strain on the company's financial metrics in 2015-16. KOS's promising exploration portfolio may help the company replenish its reserves, but success is not guaranteed and the company's exploration budget may put a strain on its free cash flow (FCF). A failure to translate exploration spending into increased proved reserves could negatively affect the ratings. Manageable Mid-Cycle Leverage KOS's leverage will increase over the next two years but will remain in line with other 'B'-rated peers. Its operating cash flow will decrease due to lower oil prices, but this will be partly offset by the hedging programme. Capital intensity will remain high, peaking in 2015. Fitch projects funds from operations (FFO) adjusted net leverage to be around 2.1x at end-2015, compared with 0.5x in 2014, but still manageable. On average, we expect net leverage at around 2.5x in 2015-2018. Fitch also believes KOS is likely to be FCF-negative until at least 2017-2018. KEY ASSUMPTIONS -- Brent gradually recovering from USD55/bbl in 2015 to USD65 in 2016 and USD80 thereafter; -- Around USD300m received in 2015-16 under the hedging programme; -- Upstream production: flat in 2015; +10% yoy in 2016; +15% yoy in 2017, reaching 30Mbpd in 2017; -- Exploration and development capex peaking at USD800m in 2015 and declining thereafter; -- Balance under the 1st lien reserve-based lending loan (RBL) not exceeding USD800 million; -- Zero dividends policy. RATING SENSITIVITIES Positive: Future developments that may, individually or collectively, lead to positive rating action include: -- Improvement to the upstream business profile (e.g. net production above 40Mbpd; bringing TEN or MTA on stream) -- Final resolution of the maritime border dispute between Ghana and Ivory Coast which does not significantly affect the TEN development -- Organic reserve replacement ratio sustainably above 100%; proved reserve life above nine years -- Extremely conservative financial profile (e.g. FFO adjusted net leverage consistently below 2x) -- Positive FCF on a sustained basis Negative: Future developments that may, individually or collectively, lead to negative rating action include: -- Net production falling below 20Mbpd -- Significant project delays and cost overruns at the TEN and MTA blocks -- Suspension of the TEN project or a material change in fiscal terms arising from the maritime border dispute between Ghana and Ivory Coast -- Deterioration in liquidity (e.g. cash and credit lines amounting to less than 50% of short-term debt) -- Leverage rising above expectations (e.g. consistently above 3.5x) -- Unfavorable tax changes having a direct impact on KOS's cash-generating ability -- Organic reserve replacement ratio significantly below 100%; proved reserve life falling below five years -- Utilized balance under the RBL exceeding USD1bn may result in worse recovery prospects for 2nd lien creditors, including the bondholders, and hence trigger a downgrade to the senior secured rating LIQUDITY AND DEBT STRUCTURE As of March 31, 2015, KOS's liquidity position was strong. The company had no short-term debt, and available cash amounted to USD360m. Additional liquidity support was provided by the company's USD1.5bn RBL (USD1bn undrawn) and its undrawn USD300m revolving credit facility. The USD225m notes, issued in April 2015, mirror the existing 7.875% senior secured notes due 2021 and are subordinated to the USD1.5bn RBL. The 'B' rating on the notes reflects their fairly strong recovery prospects, as indicated by the 'RR4' rating. The proceeds from the newly issued notes were used to repay part of the indebtedness under the RBL. LANGERMANN'S OF BALTIMORE: Files for Ch 11; Blames Baltimore Riots ------------------------------------------------------------------ Langermann's of Baltimore, LLC, filed for Chapter 11 bankruptcy protection (Bankr. D. Md. Case No. 15-17199) on May 20, 2015, estimating its assets of up to $50,000, and its liabilities between $1 million and $10 million. The petition was signed by Mark Lasker, member. The partners in the restaurant will meet with their creditors on June 3 to hash out a fresh plan for repaying their debt, Sarah Meehan at Baltimore Business Journal reports, citing Dave McGill, a partner in the Company. Business Journal relates that Mr. McGill said that the Company had struggled with cash flow problems, but the protests, riots and curfew following the death of Freddie Gray exacerbated those issues. According to Business Journal, Mr. McGill said that from April 24 until May 3, the Company would have done between $65,000 and $70,000 in sales; instead the restaurant only made between $20,000 and $25,000. Citing Mr. Lasker, Carrie Wells at The Baltimore Sun adds that the restaurant had about 500 guests, when it would typically have 15,000. Business Journal states that large reservations were canceled as parties coming from the city and surrounding counties backed out. Citing Mr. McGill, Business Journal relates that customers are still concerned about the state of Baltimore, and business is lagging as a result of the continued perception of violence. According to Business Journal, the owner said that he has no plans to close the Company. Judge David E. Rice presides over the case. Stephen L. Prevas, Esq., at Prevas And Prevas serves as the Company's bankruptcy counsel. Langermann's of Baltimore, LLC, is headquartered in Baltimore, Maryland. It opened in the Can Company building in 2009. LDK SOLAR: Reports $270 Million Net Loss in 2014 ------------------------------------------------ LDK Solar Co., Ltd., filed with the U.S. Securities and Exchange Commission its annual report on Form 20-F for the fiscal year ended Dec. 31, 2014. KPMG LLP expressed substantial doubt about the Company's ability to continue as a going concern citing that the Company has suffered recurring losses from operations, and has a working capital deficit and a net capital deficit. The Company reported a net loss of $270 million on $680 million in revenues for the year ended Dec. 31, 2014, compared with a net loss of $1.64 billion on $598 million of revenues in the same period in 2013. The Company's balance sheet at Dec. 31, 2014, showed $3.05 billion in total assets, $5.15 billion in total liabilities, and a stockholders' deficit of $2.1 billion. A copy of the Form 20-F is available at: http://is.gd/nJ9lQR About LDK Solar LDK Solar Co., Ltd. -- http://www.ldksolar.com/-- based in Hi- Tech Industrial Park, Xinyu City, Jiangxi Province, People's Republic of China, is a vertically integrated manufacturer of photovoltaic products, including high-quality and low-cost polysilicon, solar wafers, cells, modules, systems, power projects and solutions. LDK Solar was incorporated in the Cayman Islands on May 1, 2006, by LDK New Energy, a British Virgin Islands company wholly owned by Xiaofeng Peng, LDK's founder, chairman and chief executive officer, to acquire all of the equity interests in Jiangxi LDK Solar from Suzhou Liouxin Industry Co., Ltd., and Liouxin Industrial Limited. LDK Solar in February 2014 filed in the Cayman Islands for the appointment of provisional liquidators, four days before it was due to make a $197 million bond repayment. Its Joint Provisional Liquidators are Tammy Fu and Eleanor Fisher, both of Zolfo Cooper (Cayman) Limited. In September 2014, LDK Solar, LDK Silicon and LDK Silicon Holding Co., Limited each applied to file an originating summons to commence their restructuring proceedings in the High Court of Hong Kong. On Oct. 21, 2014 three U.S. subsidiaries of LDK Solar, LDK Solar Systems, Inc., LDK Solar USA, Inc. and LDK Solar Tech USA, Inc. filed voluntary petitions to reorganize under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware. The lead case is In re LDK Solar Systems, Inc. (Bankr. D. Del., Case No. 14-12384). On Oct. 21, 2014, LDK Solar filed a petition in the same U.S. Bankruptcy Court for recognition of the provisional liquidation proceeding in the Grand Court of the Cayman Islands. The Chapter 15 case is In re LDK Solar CO., Ltd. (Bankr. D. Del., Case No. 14-12387). The U.S. Debtors' General Counsel is Jessica C.K. Boelter, Esq., at Sidley Austin LLP, in Chicago, Illinois. The U.S. Debtors' Delaware counsel is Robert S. Brady, Esq., Maris J. Kandestin, Esq., and Edmon L. Morton, Esq., at Young, Conaway, Stargatt & 73 Taylor, LLP, in Wilmington, Delaware. The U.S. Debtors' financial advisor is Jefferies LLC. The Debtors' voting and noticing agent is Epiq Bankruptcy Solutions, LLC. The U.S. Debtors commenced the Chapter 11 Cases in order to implement the prepackaged plan of reorganization, with respect to which the U.S. Debtors launched a solicitation of votes on Sept. 17, 2014, from the holders of LDK Solar's 10% Senior Notes due 2014, as guarantors of the Senior Notes, and required such holders of the Senior Notes to return their ballots by Oct. 15, 2014. Holders of the Senior Notes voted overwhelmingly in favor of accepting the Prepackaged Plan. LEHMAN BROTHERS: LBHI Claim in Hometrust Suit Not Time-Barred ------------------------------------------------------------- Bankruptcy Judge Shelley C. Chapman denied the defendant's Motion to Dismiss in the case captioned LEHMAN BROTHERS HOLDINGS INC., Adversary Proceeding Plaintiff, v. HOMETRUST MORTGAGE COMPANY, Defendant, CASE NO. 08-13555 (SCC), NO. 14-02392 (Bankr. S.D. N.Y.). Plaintiff Lehman Brothers Holdings Inc. ("LBHI") filed a complaint against Hometrust Mortgage Company ("Hometrust") seeking a declaratory judgment that its claim for contractual indemnification accrued upon settlement of its liability to the Federal National Home Mortgage Association ("Fannie Mae") on or about January 22, 2014. Hometrust argued that the complaint should be dismissed because LBHI's claim for contractual indemnification is time-barred as a matter of law. In a memorandum decision dated May 7, 2015 and available at http://is.gd/ulWVm5from Leagle.com, Judge Chapman concluded that LBHI's claim for indemnification did not accrue until its liability to a third party was fixed or payment was made. Accordingly, the six-year statute of limitations on LBHI's claim for contractual indemnification did not begin to run until January 22, 2014, the date of the Fannie Mae settlement. LBHI's claim against Hometrust is not time-barred. Attorneys for Lehman Brothers Holdings Inc.: WOLLMUTH MAHER & DEUTSCH LLP William A. Maher, Esq. Adam M. Bialek, Esq. 500 Fifth Avenue New York, NY 10110 Attorneys for Hometrust Mortgage Company: FOLEY & LARDNER LLP Derek L. Wright, Esq. E-mail: dlwright@foley.com 90 Park Avenue New York, NY 10016 - and - AMERICAN MORTGAGE LAW GROUP Tracy L. Henderson, Esq. 75 Rowland Way, Suite 350 Novato, CA 94945 MARRONE BIO: Receives Stay of NASDAQ Trading Suspension ------------------------------------------------------- Marrone Bio Innovations, Inc. on May 28 disclosed that it has received a letter from The NASDAQ Stock Market LLC indicating that a NASDAQ Hearings Panel granted the Company's request to extend the stay of any suspension in trading in the Company's common stock on NASDAQ at least pending the completion of the Company's scheduled hearing before the Panel and a final determination regarding the Company's listing status. As previously announced, as part of the Company's request for a hearing before the Panel, the Company requested the extended stay of any suspension in trading. Also as previously announced, the hearing is scheduled for June 18, 2015. Although the Panel typically issues decisions within 30 days of the hearing date, there is no requirement that the Panel do so within that time frame. At the hearing, the Company plans to present a definitive plan to regain compliance with the NASDAQ listing rule that requires the Company to be current in the filing of its periodic financial reports with the Securities and Exchange Commission and to request an extension of time to file its delayed reports. The Panel has the discretion to grant the Company an extension to do so through November 2, 2015. About Marrone Bio Innovations Marrone Bio Innovations, Inc. -- http://www.marronebio.com-- is a provider of bio-based pest management and plant health products for the agriculture, turf and ornamental and water treatment markets. MERITAGE HOMES: Fitch Affirms 'BB-' IDR, Outlook Stable ------------------------------------------------------- Fitch Ratings has affirmed the ratings for Meritage Homes Corporation (NYSE: MTH), including the company's Issuer Default Rating at 'BB-'. The Rating Outlook is Stable. KEY RATING DRIVERS The 'BB-' rating and Stable Outlook for MTH are influenced by the company's execution of its business model, conservative land policies, geographic diversity and healthy liquidity position. The ratings and Outlook also take into account Fitch's expectation of further moderate improvement in the housing market in 2015 and 2016 and share gains by MTH and hence volume outperformance relative to industry trends as the market largely continues its focus on trade-up housing (MTH's strength). MTH's sales are reasonably dispersed among its 17 metropolitan markets within nine states. During 2013, the company ranked among the top 10 builders in such markets as San Antonio and Austin, TX; Orlando, FL; Phoenix, AZ; Riverside/San Bernardino, CA; Denver, CO; San Francisco/Oakland/Fremont and Sacramento, CA; Greenville, SC and Nashville, TN. The company also builds in the Central Valley, CA; Houston, TX; Inland Empire, CA; Tucson, AZ; Tampa, FL; and Raleigh-Durham and Charlotte, NC. MTH entered the Nashville, Tennessee market with its August 2013 acquisition of Phillips Builders and entered Atlanta, GA and Greenville-Spartanburg, SC with the acquisition of Legendary Communities in 2014. Fitch estimates that currently less than 20% of MTH's sales are to entry level buyers; less than 5% are to active adults (retirees); less than 5% are to luxury customers; and the balance of the total are generated from first and second time trade-up customers. IMPROVING HOUSING MARKET Housing metrics increased in 2014 due to more robust economic growth during the last three quarters of the year (prompted by improved household net worth, industrial production and consumer spending), and consequently acceleration in job growth (as unemployment rates decreased to 6.2% for 2014 from an average of 7.4% in 2013), despite modestly higher interest rates, as well as more measured home price inflation. A combination of tax increases and spending cuts in 2013 shaved about 1.5pp off annual economic growth, according to the Congressional Budget Office. Many forecasters estimate the fiscal drag in 2014 was only about 0.25%. Single-family starts in 2014 improved 4.8% to 648,000 as multifamily volume grew 15.6% to 355,000. Thus, total starts in 2014 were 1.003 million. New home sales were up a modest 1.6% to 436,000, while existing home volume was off 2.9% to 4.940 million largely due to fewer distressed homes for sale and limited inventory. New home price inflation moderated in 2014, at least partially because of higher interest rates and buyer resistance. Average new home prices rose 6.4% in 2014, while median home prices advanced approximately 5.4%. Housing activity is likely to ratchet up more sharply in 2015 with the support of a steadily growing, relatively robust economy throughout the balance of the year. Considerably lower oil prices should restrain inflation and leave American consumers with more money to spend. The unemployment rate should continue to move lower (5.3% in 2015). Credit standards should steadily, moderately ease throughout 2015. Demographics should be more of a positive catalyst. More of those younger adults who have been living at home should find jobs and these 25 to 35 year-olds should provide some incremental elevation to the rental and starter home markets. Single-family starts are forecast to rise about 17.3% to 760,000 in 2015 as multifamily volume expands about 7% to 381,000. Total starts would be in excess of 1.1 million. New home sales are projected to increase 18% to 515,000. Existing home volume is expected to approximate 5.152 million, up 4.3%. New home price inflation should further taper off with higher interest rates and the mix of sales shifting more to first time homebuyer product. Average and median home prices should increase 3.0%-3.5%. SOME EROSION IN HOME AFFORDABILITY The most recent Freddie Mac 30 year average mortgage rate (March 28, 2015) was 3.87%, up 3 bps sequentially from the previous week and 46 bps higher than the average rate during the month of January 2013 (3.41%), a low point for mortgage rates. Current rates are still below historical averages and help moderate the effect of much higher home prices during the past few years. Income growth has been (and may continue to be) relatively modest. Nevertheless, there has been some lessening of affordability as the upcycle in housing has matured. The Realtor Association's composite affordability index peaked at 207.3 in the first quarter of 2012, averaged 176.9 in 2013, 164.4 in 2014 and was 170.3 in March 2015. Erosion in affordability is likely to continue as interest rates likely head higher in 2015 (as the economy strengthens). Fitch projects that mortgage rates will average 20-30 bps higher in 2015. Home price inflation should moderate this year reflecting the higher interest rates and the mix of sales shifting more to first time homebuyer product. However, average and median home prices should still rise within a range of 3.0%-3.5% this year, pressuring affordability. LAND STRATEGY MTH employs conservative land and construction strategies. The company typically options or purchases land only after necessary entitlements have been obtained so that development or construction may begin as market conditions dictate. Under normal circumstances MTH has used lot options, and that is expected to be the future strategy in markets where it is able to do so. The use of non-specific performance rolling options gives the company the ability to renegotiate price/terms or void the option, which limits downside risk in market downturns and provides the opportunity to hold land with minimal investment. However, as of March 31, 2015, only 33.6% of MTH's lots were controlled through options. This is a lower than typical percentage as there are currently fewer opportunities to option lots and, in certain cases, the returns for purchasing lots outright are far better than optioning lots from third parties. Total lots controlled, including those optioned, were 29,303 at March 31, 2015. This represents a 4.8-year supply of total lots controlled based on trailing 12-months deliveries. On the same basis, MTH's owned lots represent a supply of 3.2 years. MTH began to increase its overall land position during the middle of 2010 following four years of declining lot supply. The company spent roughly $236 million on land purchases during 2010, compared with $182 million during 2009. In 2011, MTH invested $193 million in land and $54 million in development. The company spent $480 million on land and development in 2012. In 2013 MTH expended $594 million on real estate including $228 million on development activities. In 2014, the company committed $705 million to land and development. This year the company may invest approximately $700 million in real estate activities, excluding about $200 million in land banking. Debt/Leverage/Cash Flow/Liquidity MTH successfully managed its balance sheet during the severe housing downturn, allowing the company to accumulate cash and pay down its debt as it pared down inventory. The company had unrestricted cash and equivalents of $89.2 million at March 31, 2015. The company's debt totaled $965.8 million at the end of the first quarter 2015. MTH's debt maturities are well-laddered, with the next debt maturity in March 2018, when its 4.50% $175 million senior notes become due. MTH has been willing to occasionally issue equity. It issued $90 million of common equity during the 3Q 2012. More recently, in January 2014 the company issued approximately 2.53 million shares of common stock for net proceeds of approximately $110 million to use for working capital, potential expansion into new markets and/or expansion of existing markets, including the possible acquisition of other homebuilders or assets, and general corporate purposes. In July 2012, the company entered into a $125 million unsecured revolving credit facility maturing in 2015. In 2014, MTH amended and restated the credit facility, increasing the capacity as of Dec. 31, 2014 to $400.0 million, raising the amount available for letters of credit to $200 million and extending the maturity date to June 2018. In the first quarter of 2015, MTH further increased the capacity to $500 million. Current availability is $453.3 million. Leverage (debt/EBITDA) has been steadily improving in recent years, in particular during 2013 and 2014. The ratio decreased to 3.5x at the end of 2014 from 3.9x at year-end 2013 and 7.9x at the conclusion of 2012. Leverage was 3.8x at March 31, 2015. Interest coverage, which was 4.7x as of Dec. 31, 2013 and 4.6x at the end of 2014. Coverage was 4.3x as of March 31, 2015. As is the case with most builders in our coverage, Fitch expects MTH will be cash flow negative in 2015. The company was cash flow from operations (CFFO) negative $38.2 million in the March 2015 quarter and on an LTM basis was CFFO negative by $117.7 million. In 2014, 2013, 2012 and 2011, the company was negative CFFO by $211.2 million, $86.3 million, $220.5 million and $74.1 million, respectively. Fitch currently expects MTH will be CFFO negative by about $35 million in 2015. The company is expected to spend a similar amount on land and development this year as in 2014 influencing cash flow. As the cycle matures, real estate spending is leveling out in as profits continue to rise and consequently cash flow likely will turn positive in 2016. Fitch is comfortable with this real estate strategy given the company's liquidity position and debt maturity schedule. Fitch expects MTH over the next few years will maintain liquidity (consisting of cash and investments and the revolving credit facility) of at least $350 million, a level that Fitch believes is appropriate given the challenges/risks still facing the industry. KEY ASSUMPTIONS Fitch's key assumptions within its rating case for the issuer include: -- Industry single-family housing starts improve about 17%, while new and existing home sales grow 18% and almost 4.5%, respectively, in 2015; -- MTH's revenues increase at a mid-twenties pace, but homebuilding EBITDA margins erode in excess of 100 bps this year, due to higher expenses (especially land costs) and lesser home price inflation; -- The company's debt/EBITDA approximates 3.7x and interest coverage reaches about 5.0x by year-end 2015; -- MTH spends approximately $900 million on land acquisitions and development activities this year; -- The company maintains an adequate liquidity position (above $350 million) with a combination of unrestricted cash and revolver availability. RATING SENSITIVITIES Future ratings and Outlooks will be influenced by broad housing-market trends as well as company specific activity, such as trends in land and development spending, general inventory levels, speculative inventory activity (including the impact of high cancellation rates on such activity), gross and net new order activity, debt levels and especially free cash flow trends and uses, and the company's cash position. Positive rating actions may be considered if the recovery in housing is better than Fitch's current outlook and shows durability; MTH shows sustained improvement in credit metrics (such as homebuilding debt to EBITDA consistently below 3.5x). The company would be expected to maintain a healthy total liquidity position consisting of cash, short term investments and credit facility availability (above $350 million) through the cycle with a bias towards the cash and investments component into the next downturn. A negative rating action could be triggered if the industry recovery dissipates; 2015 and 2016 revenues each drop at roughly a mid-teens pace while pretax profitability approaches 2012/2011 levels; and MTH's liquidity position falls sharply, perhaps below $300 million as the company maintains an overly aggressive land and development spending program. FULL LIST OF RATINGS Fitch has affirmed these ratings and assigned the following Recovery Rating for Meritage Homes: -- Long-term Issuer Default Rating 'BB-'; -- Senior unsecured debt 'BB-/RR4'. The Rating Outlook is Stable. In accordance with Fitch's updated Recovery Rating (RR) methodology, Fitch is now providing RRs to issuers with IDRs in the 'BB' category. The Recovery Rating of '4' for Meritage Homes' unsecured debt supports a rating of 'BB-', and reflects average recovery prospects in a distressed scenario. MIDSTATES PETROLEUM: Moody's Rates $625MM Second Lien Notes 'B2' ---------------------------------------------------------------- Moody's Investors Service assigned a B2 rating to Midstates Petroleum Company, Inc.'s issuance of $625 million senior secured second lien notes due 2020. Moody's also assigned a Caa1 rating to Midstates' approximately $504 million senior secured third lien notes due 2020, issued in exchange for $630 million of its existing senior unsecured notes. Moody's affirmed Midstates' Caa1 Corporate Family Rating (CFR), revised the Probability of Default Rating to Caa1-PD/LD from Caa1-PD, and downgraded the senior unsecured notes ratings to Caa3 from Caa2. Moody's raised Midstates' Speculative Grade Liquidity Rating to SGL-3 from SGL-4, due to its adequate liquidity pro forma for the second lien issuance and amendments to its credit facility. The ratings outlook was changed to stable from negative. The proceeds from the second lien notes offering will primarily be used to repay borrowings under Midstates' existing senior secured revolving facility and for general corporate purposes. Additionally, Midstates obtained an amendment to the financial covenants in its credit facility to provide sufficient room for covenant compliance over the next 12 months. Moody's considers Midstates' exchange of unsecured debt for third lien debt as a distressed exchange for its senior unsecured debt, which is an event of default under Moody's definition of default. As noted above, Moody's appended the Caa1-PD PDR with an "/LD" designation indicating limited default, which will be removed three business days thereafter. Assignments: Issuer: Midstates Petroleum Company, Inc. -- Senior Secured Second Lien Notes, Assigned B2 (LGD2) -- Senior Secured Third Lien Notes, Assigned Caa1 (LGD4) Rating Actions: -- Corporate Family Rating, Affirmed Caa1 -- Probability of Default Rating, Revised to Caa1-PD/LD from Caa1-PD -- Speculative Grade Liquidity, Raised to SGL-3 from SGL-4 -- 10.75% sr unsecured notes due 2020, downgraded to Caa3 (LGD5) from Caa2 (LGD4) -- 9.25% sr unsecured notes due 2021, downgraded to Caa3 (LGD5) from Caa2 (LGD4) Outlook Actions: -- Outlook revised to Stable from Negative Midstates' Caa1 CFR reflects risk for the company's credit profile because of high leverage and continued cash flow outspend. Moody's expects Midstates' debt-to-average daily production metric to exceed $55,000 per barrel of oil equivalent (boe) per day and debt-to-proved developed (PD) reserves figure to exceed $24 per boe over the next 12 months. Midstates' rating also reflects the risk that the company will find difficulty in growing out of its levered capital structure as the reduced $250 to $275 million in capital expenditures budgeted for 2015, along with the roll-off of its 2015 hedges, impact production and EBITDA. Midstates' SGL-3 Speculative Grade Liquidity Rating reflects its adequate liquidity profile over the next 12 months. Pro forma for the new notes issuance as of March 31, 2015, Midstates has over $400 million of liquidity including cash and availability under its revolving credit facility with an expected $253 million borrowing base. Midstates obtained an amendment to its credit facility to replace its maximum net debt-to-EBITDA covenant with a maximum first lien secured debt-to-EBITDA covenant of 1.0x. This amendment should provide sufficient room for the company to comply with its financial covenants over the next 12 months. Midstates' unsecured notes are rated Caa3, which is two notches below the company's Caa1 CFR under Moody's Loss Given Default Methodology. This notching reflects the priority claim given to the senior secured revolving credit facility, the second lien notes, and the third lien notes. The second lien notes are rated B2, two notches above Midstates' CFR, reflecting those notes' priority claim to the company's assets over the third lien notes and unsecured notes, partially offset by the senior secured revolving credit facility's first lien claim to the assets. Moody's believes that the B2 rating is more appropriate for the second lien notes than the B1 rating suggested by Moody's Loss Given Default Methodology based on the company's highly complex capital structure. The third lien notes are rated Caa1, at the same level as Midstates' CFR, reflecting its priority claim over the unsecured notes. However, the third lien notes could get downgraded if the proportion of unsecured debt relative to secured debt in the capital structure is decreased by a significant amount. The stable rating outlook reflects the company's adequate liquidity and ability to maintain production levels over the next 12 months. A downgrade is possible if liquidity falls below $100 million or if Midstates' production volumes were to decline more than anticipated. Retained cash flow to debt approaching 15% combined with adequate liquidity could result in a ratings upgrade. 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. Midstates Petroleum Company, Inc. is an independent exploration and production (E&P) company focused on oilfields in the Mississippian Lime play in Oklahoma and the Anadarko Basin in Texas and western Oklahoma. The company is headquartered in Tulsa, Oklahoma. MOLYCORP INC: Expected to Skip $32.5-Mil. Loan Payment ------------------------------------------------------ John W. Miller, writing for The Wall Street Journal, reported that Molycorp Inc. is expected to announce that it will ski a $32.5 Million loan payment, triggering a 30-day grace period that could lead to a bankruptcy filing before the end of June. Jodi Xu Klein, writing for Bloomberg News, reported that two people with knowledge on the matter said hedge fund firm JHL Capital Group is leading a group of creditors that would inject as much as $200 million of capital into as part of a plan to restructure Molycorp. According to the Bloomberg report, the people said JHL, which owns 40% of Molycorp's $650 million of 10% first lien notes maturing June 2020, would spearhead a so-called debtor-in-possession loan to fund the company through Chapter 11 proceedings. About Molycorp Molycorp Inc. -- http://www.molycorp.com/-- produces specialized products from 13 different rare earths (lights, mids and heavies), the transition metal yttrium, and five rare metals (gallium, indium, rhenium, tantalum and niobium). It has 26 locations across 11 countries. Through its joint venture with Daido Steel and the Mitsubishi Corporation, Molycorp manufactures next-generation, sintered neodymium-iron-boron ("NdFeB") permanent rare earth magnets. Molycorp reported a net loss of $623 million in 2014, a net loss of $377 million in 2013 and a net loss of $475 million in 2012. KPMG LLP, in Toronto, Canada, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, stating that the Company continues to incur operating losses, has yet to achieve break-even cash flows from operations, has significant debt servicing costs and is currently not in compliance with the continued listing requirements of the New York Stock Exchange. These conditions, among other things, raise substantial doubt about the Company's ability to continue as a going concern. * * * In June 2014, Moody's Investors Service downgraded the corporate family rating of Molycorp to 'Caa2' from 'Caa1'. The downgrade reflects continued weakness in rare earths pricing environment, ongoing negative free cash flows, weak liquidity and high leverage. As reported by the TCR on Dec. 12, 2014, Molycorp has a 'CCC+' corporate credit rating, with negative outlook, from Standard & Poor's. "The negative outlook reflects our view that Molycorp's business and financial condition will become increasingly precarious unless the Mountain Pass facility can be brought to full production capacity," said S&P's credit analyst Cheryl Richer. NAT'L GENERAL HOLDINGS: A.M. Best Affirms 'bb' Pref. Stock Rating ----------------------------------------------------------------- A.M. Best Co. has affirmed the financial strength rating (FSR) of A- (Excellent) and the issuer credit rating (ICR) of "a-" of the insurance subsidiaries of National General Holdings Corp. (National General Holdings) (headquartered in New York) [NASDAQ: NGHC], also known as National General Group (National General). Concurrently, A.M. Best has affirmed the ICR and senior debt ratings of "bbb-" of National General Holding. The outlook for all ratings is stable. These ratings reflect the group's solid risk-adjusted capitalization, the historically profitable operating performance of the group's personal lines books of business, a well-established market presence and an increase in efficiency and pricing sophistication from a recently completed system enhancement, which has enabled the group to process an increase in premium volumes. Additionally, the ratings take into consideration the completed equity offerings of National General Holdings in each of the last three years (2013-2015) and their beneficial impact on the overall financial flexibility, liquidity and improved statutory risk-adjusted capitalization of National General. These positive rating factors are partially offset by operating losses in three out of the past five years, primarily driven by variable underwriting results due to increased loss frequency, loss reserve strengthening and weather-related losses. In addition, the execution risk on business assumed through the Tower Personal Lines Reinsurance Agreement transaction, including the increase in the group's property exposures, could result in increased variability in results, driven by the vagaries of weather and catastrophe events. However, this risk is somewhat mitigated through a strong reinsurance program. Key rating factors that may lead to future positive rating actions include the group outperforming its projections and peers over an extended period of time. However, negative rating actions could result if the group's operating performance falls short of expectations or its risk-adjusted capitalization declines to a level that no longer supports the ratings of its members. The FSR of A- (Excellent) and the ICRs of "a-" have been affirmed for the following insurance subsidiaries of National General Holdings Corp.: New South Insurance Company National General Assurance Company Integon National Insurance Company Integon Indemnity Corporation Integon General Insurance Corporation Imperial Fire and Casualty Insurance Company National Automotive Insurance Company MIC General Insurance Corporation National General Insurance Company National Health Insurance Company Integon Casualty Insurance Company Integon Preferred Insurance Company National General Insurance Online Inc. Personal Express Insurance Company The following debt ratings have been affirmed: National General Holdings Corp. -- "bbb-" on $250 million 6.75% senior unsecured notes, due 2024 -- "bb" on $205 million 7.5% preferred stock NATROL INC: Hires Kochar & Co. as Indian Counsel ------------------------------------------------ LEAF123 Inc. fka Natrol Inc. and its debtor-affiliates seek authorization from the U.S. Bankruptcy Court for the District of Delaware to employ Kochhar & Co. as Indian counsel. The Debtors require Kochar & Co. to: -- provide legal advice with respect to certain pending matters in India; -- prepare, on behalf of the Debtors, necessary applications, motions, answers, orders, reports, and other legal papers in connection with legal matters in India; -- appear in court and otherwise protecting the interests of the Debtors in India; and -- perform all other legal services for the Debtors that may be necessary and proper in connection with legal matters in India. Kochar & Co. will be paid at these hourly rates: Senior Partner $425 Partner $400 Senior Associate $350 Associate $275 Kochar & Co. will also be reimbursed for reasonable out-of-pocket expenses incurred. Rohit Kochhar, chairman and managing partner of Kochar & Co., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Kochar & Co. can be reached at: Rohit Kochhar, Esq. Kochhar & Co. LLC 47 Perimeter Center East, Suite 260 Atlanta, GA 30346 Tel: +1-770-4340715 Fax: +1-404-3930804 E-mail: atlanta@usa.kochhar.com About Natrol, Inc. Headquartered in Chatsworth, Calif., Natrol, Inc., sold herbs and botanicals, multivitamins, specialty and sports nutrition supplements made to support health and wellness throughout all ages and stages of life. Natrol, Inc., was a wholly owned subsidiary of Plethico Pharmaceuticals Limited (BSE: 532739. BO: PLETHICO). Natrol, Inc., and its six affiliates sought bankruptcy protection (Bankr. D. Del. Case No. 14-11446) on June 11, 2014. The case is assigned to Judge Brendan Linehan Shannon. The Debtors are represented by Robert A. Klyman, Esq., and Samuel A. Newman, Esq., at Gibson, Dunn & Crutcher LLP, in Los Angeles, California; and Michael R. Nestor, Esq., Maris J. Kandestin, Esq., and Ian J. Bambrick, Esq., at Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware. The Debtors' Claims and Noticing Agent is Epiq Systems INC. The Debtors requested that the Court approve the employment of (i) Jeffrey C. Perea of the firm Conway MacKenzie Management Services, LLC as chief financial officer and for CMS to provide temporary employees to assist Mr. Perea in carrying out his duties; (ii) Stephen P. Milner of the firm Squar, Milner, Peterson, Miranda & Williamson LLP as chief restructuring officer and for CMS to provide temporary employees to assist Mr. Milner in carrying out his duties; (iv) BDO USA, LLP as auditor; (v) TaxGroup Partners as tax services provider. The Official Committee Of Unsecured Creditors tapped Otterbourg P.C. as lead counsel; Pepper Hamilton LLP as Delaware counsel; and CMAG as financial advisors. On Nov. 10, 2014, the Debtors held an auction for the sale of the assets, and Aurobindo Pharma USA Inc. emerged as the successful bidder. The Court approved the sale and the sale closed on Dec. 4, 2014. The Debtors changed their names to Leaf123, Inc., following the sale. * * * The Troubled Company Reporter, on Feb. 23, 2015, reported that Leaf123, Inc., f/k/a Natrol Inc., and its debtor affiliates filed a Chapter 11 plan of liquidation, pursuant to which tax refunds and credits, all shares of capital stock or other Equity Interests in Natrol UK, all Avoidance Actions not otherwise purchased by the Buyer under the Purchase Agreement, the proceeds from prepetition litigation, the proceeds from the Sale Transaction, and certain other assets are being pooled and distributed to persons or entities holding allowed claims in accordance with the priorities of the Bankruptcy Code. Judge Brendan Linehan Shannon of the U.S. Bankruptcy Court for the District of Delaware on April 2, 2015, approved the disclosure statement explaining the First Amended Joint Liquidating Plan of Leaf123, Inc., f/k/a Natrol, Inc., and its debtor affiliates. A full-text copy of the Disclosure Statement dated April 2, 2015, is available at http://bankrupt.com/misc/NATROLds0402.pdf NEW HORIZONS HEALTH: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------------ Debtor: New Horizons Health Systems, Inc. dba New Horizons Medical Center dba New Horizons Family Practice 330 Roland Avenue Owenton, KY 40359 Case No.: 15-30235 Nature of Business: Health Care Chapter 11 Petition Date: May 29, 2015 Court: United States Bankruptcy Court Eastern District of Kentucky (Frankfort) Judge: Hon. Gregory R. Schaaf Debtor's Counsel: Ellen Arvin Kennedy, Esq. DINSMORE & SHOHL LLP 250 West Main Street, Suite 1400 Lexington, KY 40507 Tel: (859) 425-1020 Email: dsbankruptcy@dinslaw.com Debtor's KELLEY S. GAMBLE, CPA Accountant: Estimated Assets: $1 million to $10 million Estimated Liabilities: $10 million to $50 million The petition was signed by Bernard T. Poe, president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/kyeb15-30235.pdf NEWTON MANUFACTURING: Case Summary & 20 Top Unsecured Creditors --------------------------------------------------------------- Debtor: Newton Manufacturing Company 1123 1st Ave E Newton, IA 50208 Case No.: 15-01128 Chapter 11 Petition Date: May 31, 2015 Court: United States Bankruptcy Court Southern District of Iowa (Des Moines) Debtor's Counsel: Jeffrey D Goetz, Esq. BRADSHAW, FOWLER, PROCTOR & FAIRGRAVE PC 801 Grand Ave, Ste 3700 Des Moines, IA 50309-8004 Tel: (515) 246-5817 Fax: (515) 246-5808 Email: bankruptcyefile@bradshawlaw.com Total Assets: $5.15 million Total Liabilities: $7.72 million The petition was signed by Mancil Laidig, president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/iasb15-01128.pdf NII HOLDINGS: CapCo 2012 Group Says Plan Treatment Unfair --------------------------------------------------------- The Ad Hoc Group of NII Capital 2021 Noteholders and the U.S. Trustee have filed objections to confirmation of NII Holdings Inc., et al.'s First Amended Plan of Reorganization. "The CapCo 2021 Group has great respect for the efforts and achievements of the Debtors in maximizing the value of their estates and improving their subsidiaries' operations during their chapter 11 cases. The CapCo 2021 Group also has no doubt that the Debtors strove in good faith to achieve what they believe to be a consensual plan. But in striving for that goal, they sacrificed their duty to obtain a fair and equitable plan for all creditors," says Mitchell A. Seider, Esq., at Latham & Watkins LLP, counsel to the CapCo 2012 Group. "This Plan presents a remarkable situation. By their own admission, the Debtors are settling claims (the Transferred Guarantor Claims) that they currently believe to be "without merit". They are settling these admittedly meritless claims for $285.1 million—more than 10 percent of the estates' value under the Plan. The impact of this distribution is to diminish the recoveries of holders of the Capco 7.625% Notes (or the "Capco 2021 Notes") by approximately $150 million, or about 34.3 percent of their proposed distributions under the Plan. Moreover, the Transferred Guarantor Claims would receive a vastly disproportionate share of their distributions in cash -- their distributions include $143.2 million of cash (or about 50 percent in cash), and the cash distributions for all of the Capco Notes Claims are $130.2 million (or only about 15.6 percent in cash)." The CapCo 2021 Group contends, among other thing things, that the Plan unfairly discriminates against the holders of Capco 2021 Notes. The CapCo 2021 Notes receive substantially less distributions under the Plan than the Capco 2016/2019 Notes, despite the fact that they are claims of equal priority. Mr. Seider says this disparate treatment is unfair: i. First, there exists no reasonable basis for discriminating against the Capco 2021 Notes. Settlement of the Transferred Guarantor Claims, which the Debtors believe have no merit, cannot be a reasonable basis to provide enhanced distributions of $285 million. Furthermore, the Capco 2021 Notes are entitled to guarantees, and therefore distributions, of equal priority to those of the CapCo 2016/2019 Notes under Section 4.18(b) of the Capco 2021 Indenture. ii. Second, as a legal matter, the Debtors would be able to confirm the Plan (or another formulation) without discrimination against the CapCo 2021 Notes. If the Plan Proponents were to either (a) reclassify holders of Capco Notes into separate classes, and allocate the proposed distributions for Class 6E pro rata among the three classes, or (b) simply eliminate Class 6E and redistribute those proceeds to the class consisting of all Capco Notes, the Plan would likely be confirmable. The discrimination itself is the primary factor that stands in the way of the Plan satisfying the requirements of section 1129 of the Bankruptcy Code. iii. Finally, the discrimination is grossly disproportionate to its rationale. The rationale for disparate treatment among holders of Capco Notes -- the Transferred Guarantor Claims -- is meritless, and thus, any discrimination against the Capco 2021 Notes would fail to satisfy this final prong. Likewise, the rationale that the disparate treatment is based on the fact that the indenture trustees for the Capco 2016/2019 Notes filed proofs of claims for the Transferred Guarantor Claims is an ex post facto creation. The discrimination goes back to the First PSA, in which the Transferred Guarantor Claims were allocated solely to Capco 2016/2019 Notes. But the first PSA was filed on Nov. 24, 2014, before the claims bar date and before anyone had submitted a proof of claim—that is, when it was unknown whether proofs of claim would be submitted on behalf of the Capco 2021 Notes, the Capco 2016/2019 Notes, or none of them. So the actual reason for the discrimination was not any divergence in proofs of claim which did not yet exist, but rather because that is what Aurelius requested and no one in response advocated for equal treatment. The United States Trustee, meanwhile, objects to those provisions in both the Plan Support Agreement and the Plan that seek to allow the Debtors to pay, without application and Court review, what the Debtors deem to be the reasonable professional fees and expenses of the requisite consenting noteholders on the basis of their "substantial contribution" in these cases. According to the U.S. Trustee, the Debtors have inappropriately delegated to themselves the sole right to evaluate these fees and expenses and have, in essence, usurped the Court's authority to review and approve them under the appropriate statutory standards. The Bankruptcy Code does not provide for the payment of these fees and expenses absent application and Court approval under 11 U.S.C. Sec. 503(b) and the United States Trustee requests that the Court deny those provisions that permit these fees and expenses to be paid without full compliance with the requirements of Section 503(b). Counsel to the CapCo 2012 Group can be reached at: Mitchell A. Seider, Esq. Christopher Harris, Esq. Adam J. Goldberg, Esq. Sarah B. Rogers, Esq. LATHAM & WATKINS LLP 885 Third Avenue New York, NY 10022-4611 Tel: (212) 906-1800 Fax: (212) 751-4864 Certain provisions in the Noteholders Group's objections were redacted in publicly available filings. A copy of the document is available for free at: http://bankrupt.com/misc/NII_H_Plan_Obj_Noteholders.pdf June 3 Plan Hearing NII Holdings Inc., et al., are slated to seek confirmation of their reorganization plan at a hearing on June 3, 2015. The Debtors filed a first plan support agreement on Nov. 24, 2014, and a proposed plan of reorganization on Dec. 22, 2014. On Jan. 26, 2015, the Debtors reached an agreement for the sale of their operations in Mexico, operated by non-debtor Comunicaciones Nextel de Mexico, S.A. de C.V., to an affiliate of AT&T for $1.875 billion, subject to adjustments. The sale transaction was approved on March 23, 2015. The sale was completed April 30, 2015. As a result of the sale transaction, the Debtors on March 13, 2015, filed the First Amended Plan, which provides improved recoveries and recoveries that include cash distributions. The Debtors on April 20, 2015, filed a solicitation version of the Disclosure Statement and First Amended Plan. http://bankrupt.com/misc/NII_H_Solicitation_DS.pdf About NII Holdings NII Holdings Inc. through its subsidiaries provides wireless communication services for businesses and consumers in Brazil, Mexico and Argentina. NII Holdings has the exclusive right to use the Nextel brand in its markets pursuant to a trademark license agreement with Sprint Corporation and offers unique push-to-talk ("PTT") services associated with the Nextel brand in Latin America. NII Holdings' shares of common stock, par value $0.001, are publicly traded under the symbol NIHD on the NASDAQ Global Select Market. NII Holdings and its affiliated debtors sought bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 14-12611) in Manhattan on Sept. 15, 2014. The Debtors' cases are jointly administered and are assigned to Judge Shelley C. Chapman. The Debtors have tapped Jones Day's Scott J. Greenberg, Esq. and Michael J. Cohen, Esq., as counsel and Prime Clerk LLC as claims and noticing agent. NII Holdings disclosed $1.22 billion in assets and $3.068 billion in liabilities as of the Chapter 11 filing. The U.S. Trustee for Region 2 appointed five creditors of NII Holdings to serve on the official committee of unsecured creditors. The panel is represented by Kenneth H. Eckstein, Esq. and Adam C. Rogoff, Esq. of Kramer Levin Naftalis & Frankel LLP. Kurtzman Carson Consultants LLC is the panel's information agent. NII HOLDINGS: Files Plan Supplements Ahead of June 3 Hearing ------------------------------------------------------------ Ahead of the June 3 hearing on their First Amended Plan of Reorganization, NII Holdings, Inc., et al., on May 11, 2015 filed certain draft forms, signed copies or summaries of material terms of certain documents relating to the Plan and/or to be executed, delivered, assumed and/or performed in connection with the consummation of the Plan on the Effective Date. A copy of the Plan Supplement is available for free at: http://bankrupt.com/misc/NII_H_Am_Plan_Supp.pdf June 3 Plan Hearing NII Holdings Inc., et al., are slated to seek confirmation of their reorganization plan at a hearing on June 3, 2015. The Debtors filed a first plan support agreement on Nov. 24, 2014, and a proposed plan of reorganization on Dec. 22, 2014. On Jan. 26, 2015, the Debtors reached agreement for the sale of their operations in Mexico, operated by non-debtor Comunicaciones Nextel de Mexico, S.A. de C.V., to an affiliate of AT&T for $1.875 billion, subject to adjustments. The sale transaction was approved on March 23, 2015. The sale was completed April 30, 2015. As a result of the sale transaction, the Debtors on March 13, 2015, filed the First Amended Plan, which provides improved recoveries and recoveries that include cash distributions. The Debtors on April 20, 2015, filed a solicitation version of the Disclosure Statement and First Amended Plan. http://bankrupt.com/misc/NII_H_Solicitation_DS.pdf About NII Holdings NII Holdings Inc. through its subsidiaries provides wireless communication services for businesses and consumers in Brazil, Mexico and Argentina. NII Holdings has the exclusive right to use the Nextel brand in its markets pursuant to a trademark license agreement with Sprint Corporation and offers unique push-to-talk ("PTT") services associated with the Nextel brand in Latin America. NII Holdings' shares of common stock, par value $0.001, are publicly traded under the symbol NIHD on the NASDAQ Global Select Market. NII Holdings and its affiliated debtors sought bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 14-12611) in Manhattan on Sept. 15, 2014. The Debtors' cases are jointly administered and are assigned to Judge Shelley C. Chapman. The Debtors have tapped Jones Day's Scott J. Greenberg, Esq. and Michael J. Cohen, Esq., as counsel and Prime Clerk LLC as claims and noticing agent. NII Holdings disclosed $1.22 billion in assets and $3.068 billion in liabilities as of the Chapter 11 filing. The U.S. Trustee for Region 2 appointed five creditors of NII Holdings to serve on the official committee of unsecured creditors. The panel is represented by Kenneth H. Eckstein, Esq. and Adam C. Rogoff, Esq. of Kramer Levin Naftalis & Frankel LLP. Kurtzman Carson Consultants LLC is the panel's information agent. NW VALLEY: Reorganization Plan Slated for Oral Ruling on July 6 --------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Nevada convened a hearing on May 21, 2015, to consider confirmation of NW Valley Holdings LLC's Plan of Reorganization. Thereafter, the Court continued the Plan hearing for oral ruling. The oral ruling is scheduled for July 6, 2015, at 3:00 p.m. In a brief filed May 15, the Debtor asked the Court to overrule various objections to confirmation of its Plan and to confirm the Plan. A limited objection was filed by KB Home, KB Home Nevada, Inc., and KB Home Kyle, Inc. An objection to confirmation was filed by U.S. Bank, N.A., as the plan administrator for the KHI Post-Consummation Trust and Liquidating Trust Administrator for KHI Liquidation Trust. KB Home calls for amendment to the Plan to clearly provide that it does not impair KB Home's claims against non-debtor parties. According to U.S. Bank, the Plan has multiple defects that preclude confirmation. Specifically, U.S. Bank asserts that: confirmation should be denied for the following reasons: -- Plan's Non-Compliance with Bankruptcy Code (Sec. 1129(a)(1)): The Plan contains several provisions that violate the Bankruptcy Code, including (i) an improper designation of Class 3 General Unsecured Claims as unimpaired in violation of Sec. 1124 and in derogation of creditor voting rights under Sec. 1126; (ii) an overbroad injunction provision that appears to limit creditors' setoff rights under Sec. 553; (iii) an overbroad exculpation provision for the benefit of Kyle Holdings and its representatives in violation of Sec. 524(e) and in contravention of Sec. 1123(b)(6); and (iv) claim objection procedures that contravene Sec. 502. The Plan also contemplates a discharge in violation of Sec. 1141(d)(3), and it lacks adequate means for its implementation in accordance with Sec. 1123(a)(5). -- Debtor's Non-Compliance with Bankruptcy Code (Sec. 1129(a)(2)): By agreeing to the Kyle Restructuring Letter without this Court's approval and without a "fiduciary out" provision, the Debtor violated the Bankruptcy Code's prohibitions against extraordinary transactions without court approval, and it essentially abdicated its fiduciary duties for the benefit of an insider. Moreover, because the Disclosure Statement is deficient, the Debtor has failed to provide adequate information on the Plan in accordance with Sec. 1125. -- Not Proposed in Good Faith (Sec. 1129(a)(3)): Considering that the Debtor has no non-cash assets of any value and that the Plan exists only to treat the insider claims of Kyle Holdings, the Plan lacks a true purpose that is consistent with the objectives of the Bankruptcy Code. The filing of this case appears to have been motivated by an ulterior motive -- the springing of the Kimball Hill Guaranty for the benefit of Kyle Agent. -- Not in Best Interests of General Unsecured Creditors (Sec. 1129(a)(7)): The Plan does not serve the best interests of general unsecured creditors because it does not contemplate a challenge to Kyle Holdings' claims or the pursuit of avoidance actions, including the obvious preference action against Kyle Holdings for the $2 Million Deposit payment that it received 10 days before the Petition Date. In the event this case is not dismissed, general unsecured creditors would be better served in a chapter 7 liquidation, where they would have the benefit of an independent trustee who will pursue avoidance actions and Sec. 502 claim objections without being hobbled by connections to insiders like Kyle Holdings. In response, the Debtor claims the KH Trust Objection makes numerous arguments predicated on mistaken assertions of fact, including principally that: (a) the Debtor was fully released of any and all claims by the Original Homebuilders in the 2011 Settlement Agreement, when in fact, no such release occurred, and thus KEH, as the successor to those Original Homebuilders and various other homebuilders and obligors to the Credit Agreement, does in fact have valid claims for indemnity and contribution against the Debtor; and (b) Kimball Hill also have valid claims for indemnity and contribution, among other alleged theories, against the Debtor, when in fact, the Kimball Hill Trusts have no such claims because they are barred, waived and/or must be disallowed. A resolution of the foregoing two critical issues frames many of the rest of the analysis with respect to the confirmation of the proposed Plan. According to the Debtor, the KB Home Objection is satisfied by a proposed modification to provide a clear disclaimer in the exculpation provision of the Debtor's Plan. The balance of the arguments raise in the KB Home Objection must be dismissed for lack of standing because it is neither a creditor of the Debtor's bankruptcy estate, nor an equity security interest in the Debtor. A copy of the Debtor's omnibus reply to the objections and brief in support of the confirmation of the Plan is available for free at: http://bankrupt.com/misc/NW_Valley_Plan_Brief.pdf In response to the Debtor's omnibus reply, KB Home pointed out that while the proposed change is a step in the right direction, it remains too narrowly crafted to protect KB Home's rights against non-bankrupt parties. KB Home is represented by: SCHWARTZER & McPHERSON LAW FIRM Jeanette McPherson 2850 S. Jones Blvd., Suite 1 Las Vegas, NV 89146-5308 Tel: (702) 228-7590 Fax: (702) 892-0122 E-mail: bkfilings@s-mlaw.com - and - McKOOL SMITH, P.C. Paul D. Moak Christopher D. Johnson 600 Travis, Suite 7000 Houston, TX 77002 Tel: (713) 485-7300 Fax: (713) 485-7344 E-mail: pmoak@mckoolsmith.com cjohnson@mckoolsmith.com U.S. Bank is represented by: Peter J. Roberts, Esq. SHAW FISHMAN GLANTZ & TOWBIN LLC 321 North Clark Street, Suite 800 Chicago, IL 60654 Telephone: (312) 541-0151 E-mail: proberts@shawfishman.com - and - Brian D. Shapiro 228 S. 4th Street, Suite 300 Las Vegas, NV 89101 Telephone: (702) 386-8600 E-mail: brian@brianshapirolaw.com The Debtor's attorneys can be reached: LARSON & ZIRZOW, LLC Zachariah Larson, Esq. Matthew C. Zirzow, Esq. 810 S. Casino Center Blvd. #101 Las Vegas, NV 89101 Tel: (702) 382-1170 Fax: (702) 382-1169 E-mail: zlarson@lzlamnv.com mzirzow@lzlawmnv.com About NW Valley Holdings NW Valley Holdings LLC was organized on Feb. 12, 2014, to provide a vehicle and a process for its managers and members, who were all homebuilders and other property developers, to group together and make a joint bid to acquire certain real property consisting of 1,710.86 gross acres located in the City of Las Vegas, Nevada at a Bureau of Land Management auction, and on which they intended to develop a master-planned community. A syndicate of lenders led by Wachovia Bank, N.A., as administrative agent, agreed to provide $565,000,000 to finance the acquisition and develop the property. The great recession and financial crisis of 2007 to 2008 hit. In September 2008, a trustee's deed upon sale was recorded, thereby evidencing the transfer of the property for a credit bid of $5 million to an entity called KAG Property, LLC, as successor to Wachovia's rights under the loan. The trustee's deed excluded any portion of the property "lying within the U.S. Highway 95/Rancho Drive as it presently exists." The remaining real property consists of 6 very small parcels of property directly under or immediately adjacent to the U.S. Highway 95. In May 2013, Wells Fargo, successor by merger to Wachovia, sold all of its rights and interests in the loan and KAG Property to affiliates of Kyle Partners, LLC. Kyle Agent, LLC, was named successor administrative agent. Kyle Partners owns 89% of the beneficial interest of any remaining amounts owing under the credit agreement. KEH acquired an aggregate 90.41% of the membership interests in the Company. The Kimball Hill Trusts hold the remaining 9.59%. NW Valley Holdings LLC filed a Chapter 11 bankruptcy petition (Bank. D. Nev. Case No. 15-10116) on Jan. 10, 2015. The petition was signed by Charles C. Reardon, senior managing director of Asgaard Capital, LLC, as manager. The Debtor disclosed assets of $815,000 and liabilities of $428 million. Judge August B. Landis is assigned to the case. On Feb. 27, 2015, the Court authorized the employment of Asgaard Capital LLC as the Debtor's manager. The Debtor has tapped Larson & Zirzow, LLC, as general bankruptcy counsel. The Debtor also hired Asset Insight of Nevada as real property appraiser to provide an appraisal of the Remaining Real Property. The Debtor has tapped David R. Black, CPA, as its accountant. OCH-ZIFF CAPITAL: Incurs $165-Mil. Net Loss in March 31 Quarter --------------------------------------------------------------- Och-Ziff Capital Management Group LLC filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q, disclosing a net income of $165 million on $333 million of total revenues for the three months ended March 31, 2015, compared with net income of $166 million on $285.48 million of total revenues for the same period in 2014. The Company's balance sheet at March 31, 2015, showed $9.68 billion in total assets, $7.35 billion in total liabilities and total stockholders' equity of $1.62 billion. As the Company's Revolving Credit Facility, the Notes and, with respect to its funds, other committed secured credit facilities expire, or if its lenders fail, the Company will need to replace them by entering into new facilities or finding other sources of liquidity. Furthermore, to the extent that the debt financing markets make it difficult or impossible for the Company to refinance or replace its Revolving Credit Facility or the Notes, the Company may be unable to repay the loans outstanding under the Revolving Credit Facility, if any, or the aggregate principal amount of the Notes upon maturity, its liquidity may be reduced in a manner that may restrict or otherwise prevent the Company from funding or operating its general business affairs. The Company may be forced to sell assets, undergo a recapitalization or seek bankruptcy protection, and substantial doubt may be raised as to its status as a going concern. A copy of the Form 10-Q is available at: http://is.gd/jaFdRA Och-Ziff is a publicly owned investment management company that was founded in 1994 and is based New York, New York with additional offices in London, United Kingdom; Hong Kong; Tokyo, Japan; Bangalore, India; and Beijing, China. OHCMC-OSWEGO LLC: Asks Court to Issue Final Decree Order -------------------------------------------------------- OHCMC-OSWEGO, LLC, asks the U.S. Bankruptcy Court for the Northern District of Illinois, Eastern Division, to issue a final decree order closing its Chapter 11 case. Richard S. Lauter, Esq., at Freeborn & Peters LLP, in Chicago, Illinois, says the Court should enter a final decree closing the Chapter 11 case because the Debtor's estate has been administered and the Debtor's Modified Plan of Liquidation has been substantially consummated. Mr. Lauter adds that pursuant to the Plan, the Debtor has sold substantially all of its assets -- three parcels of real property -- to REO Funding Solutions V, LLC for $11,125,000.00. Mr. Lauter tells the Court that PNC Bank, N.A., has filed a motion asking the Court to compel the Debtor to comply with the terms of the Confirmed Plan and requested the entry of an order requiring the Debtor to turn over $43,741 that PNC asserted constituted its cash collateral. Mr. Lauter further tells the Court that the Debtor has filed a motion for surcharge against BMO Harris Bank, N.A., and PNC Bank, the Debtors' pre-petition secured lenders, in order to pay outstanding U.S.Trustee fees, which total $13,325 for the third and fourth quarter of 2014, and additional amounts that will be due for the first and second quarters of 2015. The Debtor, BMO, and PNC have reached an agreement in principal to resolve the Surcharge Motion and the Motion to Compel and are in the process of documenting that agreement through a stipulation. Mr. Lauter says the Debtor, PNC, and BMO have agreed to resolve the Surcharge Motion and the Motion to Compel so long as a Final Decree is entered by May 31, 2015. The Debtor was unable to timely file its motion in order to give sufficient notice to all creditors. Nevertheless, the Motion will be served via ECF notice upon the U.S. Trustee and all parties-in-interest who have filed an appearance in this case and mailed to all parties in interest. Mr. Lauter contends that notice provided is appropriate under the circumstances and, further, no party will be prejudiced by the shortened and limited notice requested herein. The Debtor is represented by: Richard S. Lauter, Esq. Devon J. Eggert, Esq. FREEBORN & PETERS LLP 311 South Wacker Drive, Suite 3000 Chicago, IL 60606 Tel: (312)360-6000 Fax: (312)360-6520 E-mail: rlauter@freeborn.com deggert@freeborn.com About OHCMC-OSWEGO, LLC OHCMC-Oswego, LLC, is an Illinois limited liability company that was formed on July 12, 2005 to, inter alia, acquire, develop and sell a series of real estate developments. It is wholly owned by Oliver-Hoffman Corporation. Its principal place of business is located at 3108 S. Rt. 59, Ste. 124-373, Naperville, Illinois.   OHCMC-Oswego filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ill. Case No. 14-05349) in Chicago on Feb. 19, 2014, with plans to sell its assets. Camille O. Hoffmann signed the petition as president of managing and sole member. The Debtor disclosed $92,268 plus an unknown amount in assets and $56,782,127 in liabilities. The Hon. Carol A. Doyle presides over the case. The Debtor is represented by David C. Gustman,, Esq., at Freeborn & Peters LLP.   The U.S. Bankruptcy Court confirmed the Debtor's Modified Plan of Liquidation dated June 30, 2014, which contemplates a sale of the Debtors' assets.   No trustee, examiner or creditors' committee has been appointed in  the case. OXANE MATERIALS: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Oxane Materials, Inc. 467 W. 38th Street Houston, TX 77018 Case No.: 15-32940 Nature of Business: Developer of Nanotechnologies Chapter 11 Petition Date: May 31, 2015 Court: United States Bankruptcy Court Southern District of Texas (Houston) Judge: Hon. Jeff Bohm Debtor's Counsel: Morris Dean Weiss, Esq. TAUBE SUMMERS HARRISON TAYLOR MEINZER BROWN LLP 100 Congress Ave., 18th Floor Austin, TX 78701 Tel: 512-472-5997 Email: mweiss@taubesummers.com Estimated Assets: $10 million to $50 million Estimated Debts: $10 million to $50 million The petition was signed by Gregory S. Milligan, chief restructuring officer. List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Total Energy Ventures Investor $1,707,345 International (SAS 2 place Jean Millier La Defense 6 92078 Paris La Defense Cedex France BP Alternative Energy Investor $720,417 International Ltd 150 West Warrenville Road, J-8 Naperville, IL 60563 Zschimmer & Schwarz Inc. Services $555,102 70 GA Highway 22W Milledgeville, GA 31061 Alan L. Sarroff Investor $353,820 43 Meadow Woods Road Great Neck, NY 11020-1324 Arkansas Economic Note $259,999 Development Commission 900 West Capitol Avenue Suite 400 Little Rock, AR 72201 Thermal Specialties Construction Services $235,765 Service Aluchem Inc. Services $209,550 Crawford County Tax Collector Property taxes $184,683 Paresh D. Kanani Investor $175,000 Equipment Pro, Inc. Services $163,959 Hess Pumice Products, Inc. Services $150,474 Glencore Ltd. Services $147,889 Schneck Process, LLC Services $147,045 Spraying Systems Co. Services $139,191 Cockrum Welding Fabrication, Inc. Services $137,218 Savino Del Bene USA, Inc. Services $82,416 Lazard Freres & Co LLC Services $72,882 Staccato International Co. Services $65,093 TEC Staffing Services Services $64,869 Eutectic Corporation Services $64,278 PATRIOT COAL: Said to Pick Blackhawk Mining as Stalking Horse ------------------------------------------------------------- Jodi Xu Klein, Laura J. Keller, and Tim Loh, writing for Bloomberg News, reported that Patriot Coal Corp. has selected Blackhawk Mining LLC as the potential buyer for its assets in bankruptcy court, according to three people with knowledge of the matter. According to the Bloomberg report, citing two of the people, who asked not to be named because the negotiations are private, Blackhawk, based in Lexington, Kentucky, will be the so-called stalking horse in an auction to set a benchmark price for most of Patriot’s assets. 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. PRESS GANEY: Moody's Raises CFR to 'B1', Outlook Stable ------------------------------------------------------- Moody's Investors Service upgraded Press Ganey Holdings, Inc.'s ("Press Ganey", formerly PGA Holdings, Inc.) Corporate Family Rating to B1 from B2 and Probability of Default rating to B2-PD from B3-PD. Moody's also upgraded the company's senior secured credit facility ratings, including its existing revolving credit facility and term loan, to B1 from B2. The rating outlook is stable. The upgrade of the Corporate Family Rating reflects the improvement in Press Ganey's financial leverage, namely the repayment of approximately $175 million of outstanding borrowings under its term loan facility with the proceeds raised from an initial public offering of its common stock [NYSE: PGND]. The debt repayment has resulted in an improvement in the company's pro forma financial leverage to under 3 times from 4.6x for the twelve months ended March 31, 2015. The upgrade incorporates Moody's expectation that Press Ganey will maintain a disciplined acquisition strategy and good availability under combined sources of internal and external liquidity. Press Ganey Holdings, Inc. Ratings upgraded: -- Corporate Family Rating to B1 from B2 -- Probability of Default Rating to B2-PD from B3-PD -- Senior secured credit facilities to B1 (LGD 3) from B2 (LGD 3) -- The rating outlook is stable. Press Ganey's B1 Corporate Family Rating reflects its small size based on revenue and earnings, moderate financial leverage, and modest interest coverage. The ratings are also constrained by the company's exposure to leveraging event risks under private equity majority ownership, mitigated by the recent public issuance of common shares. The company faces risks related to the short-term nature of contracts and susceptibility to an to an increasingly competitive environment and pricing pressures if both the healthcare and IT industries continue to consolidate, or if substantially larger firms with greater resources enter the market. However, while the industry has few legal barriers to entry, Press Ganey's business profile benefits from its leading market presence in providing healthcare information and performance improvement services, exhibiting a defensible position within this niche segment. This is demonstrated by the company's historically high client retention rates. Also benefiting the credit profile is Press Ganey's good customer diversity. Moody's expect Press Ganey to benefit from favorable industry fundamentals and regulatory requirements imposed by the Centers for Medicare & Medicaid Services (CMS), and also from an increase in pay-for performance initiatives on behalf of commercial payors. The rating outlook is stable, and reflects Moody's assumption that the company will achieve mid-to-high single digit revenue and earnings growth over the next twelve months along with modest debt reduction. Given the company's small absolute size and Moody's expectation of modest free cash flow, Moody's expects the company to maintain stronger metrics than for many similarly-rated companies. Given the company's small absolute revenue size, limited business-line diversity, and exposure to leveraging events under private equity majority ownership, an upgrade is unlikely over the near-term. Over time, the rating could be upgraded if the company can significantly grow its revenue size and increasingly diversify sources of revenue across business lines, while sustaining or improving upon current credit metrics. The ratings could be downgraded if there is deterioration in the company's operating performance, such that free cash flow turns negative on a sustained basis, or if the company undertakes material debt-financed acquisitions or shareholder initiatives. In particular, the ratings could be downgraded if adjusted debt/EBITDA exceeds 4 times or if the company's liquidity profile deteriorates. The principal methodology used in these ratings was Business and Consumer Service Industry published in December 2014. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Headquartered in South Bend, Indiana, Press Ganey Holdings, Inc. ("Press Ganey") is a leading provider of performance measurement and improvement services to U.S. healthcare providers including hospitals, medical practices and alternate-site providers. The company's portfolio of services addresses the growing needs of healthcare organizations to measure and improve patient satisfaction (based on results of patient surveys), enhance quality of care, increase operational efficiencies, and optimize Medicare reimbursement capabilities. Press Ganey operates in three primary businesses, including patient satisfaction surveying, clinical performance measurement, and operational and strategic consulting services. Following a May 2015 Initial Public Offering (IPO), the company is publicly-traded [NYSE: PGND]. Following the close of the IPO transaction, Moody's estimate financial sponsor, Vestar Capital Partners, retains ownership of approximately 57.5% of the company. For the twelve months ended March 31, 2015, the company generated total revenues of approximately $291 million. PRONERVE HOLDINGS: Taps Garden City as Administrative Agent ----------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware will convene a hearing on June 15, 2015 at 11:00 a.m., to consider Pronerve Holdings, LLC, et al.'s motion to employ Garden City Group, LLC as administrative agent. The Debtors intend to employ GCG nunc pro tunc to the Petition Date, to, among other things: a) generate and provide claim reports; b) manage the preparation, compilation and mailing of documents to creditors and other parties-in-interest in connection with the solicitation of a chapter 11 plan; and c) collect and tabulate votes in connection with any plan filed by the Debtors and providing ballot reports to the Debtors and their professionals. To the best of the Debtors' knowledge, GCG is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About ProNerve Holdings Founded in 2008, ProNerve is headquartered in a suburb of Denver, Colorado. ProNerve and certain affiliated practice entities provide intraoperative neurophysiologic monitoring ("IOM") services to health systems, acute care hospitals, specialty hospitals, ambulatory surgical centers, surgeons, and physician groups in more than 25 states. ProNerve Holdings, LLC and its affiliates sought Chapter 11 protection (Bankr. D. Del. Case No. 15-10373) on Feb. 24, 2015, with a deal to sell assets to SpecialtyCare IOM Services, LLC for a credit bid of $35 million. The cases are assigned to Judge Kevin J. Carey. The Debtor tapped Pepper Hamilton LLP as counsel, and The Garden City Group, Inc., as claims and noticing agent. REVETT MINING: Losses, Lack of Capital Raise Going Concern Doubt ---------------------------------------------------------------- Revett Mining Company, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q, disclosing a net loss of $2.53 million on $2.27 million of revenue for the three months ended March 31, 2015, compared to a net loss of $834,000 on $6,000 of revenue for the same period in 2014. The Company's balance sheet at March 31, 2015, showed $28.0 million in total assets, $10.1 million in total liabilities, and stockholders' equity of $17.9 million. The Company does not have sufficient cash to fund normal operations and meet its debt obligations for the next twelve months without deferring payments on certain current liabilities or raising additional funds. The Company's continued losses and lack of capital raise substantial doubt about the Company's ability to continue as a going concern as of March 31, 2015. A copy of the Form 10-Q is available at: http://is.gd/KxLOgr Revett Mining Co., Inc. explores, develops and operates base and precious metal mineral deposits. Its principal properties include Troy mine, an underground copper and silver mine in Lincoln County, Montana and Rock Creek mine, a development-stage copper and silver deposit in Sanders County, Montana. The company operates through its subsidiaries: Revett Silver Co., Troy Mines, Inc. and RC Resource, Inc. The company was founded in August 2004 and is headquartered in Spokane Valley, WA. SANTA CRUZ BERRY: Employs Thomas Vogele as Bankruptcy Counsel ------------------------------------------------------------- Santa Cruz Berry Farming Company, LLC, seeks authority from the U.S. Bankruptcy Court for the Northern District of California, San Jose Division, to employ Thomas Vogele & Associates, APC, as general insolvency counsel. The scope of the Professional's employment will include providing Santa Cruz Berry with legal advice with respect to its powers and duties as the debtor-in-possession, assisting Santa Cruz Berry with the investigation and determination of the estate's assets and liabilities, preparing any necessary motions and applications on behalf of Santa Cruz Berry, providing advice concerning the claims of creditors, preparing, prosecuting, and attaining confirmation of a plan of reorganization, and preparing monthly operating reports and other data necessary for interim statements and operating reports. The terms of employment of the Professional agreed to by Santa Cruz Berry are that the Professional will undertake representation of Santa Cruz at a rate between $225 and $350 per hour, depending on the experience and expertise of the attorney or staff performing the work. While no retainer has been paid yet, Santa Cruz Berry intends to pay the Professional a postpetition retainer in the amount of $25,000. Mr. Vogele, the founder and principal of Thomas Vogele & Associates, APC, 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. About Santa Cruz Berry Farming Watsonville, California-based Santa Cruz Berry Farming grows conventional and organic strawberries. The privately owned company was founded by and is currently managed by Fritz Koontz. Seven Seas Berry Sales, a division of the Tom Lange Co., is the sales agent for the Company. Santa Cruz Berry Farming Company, LLC, and Corralitos Farms, LLC, commenced Chapter 11 bankruptcy cases (Bankr. N.D. Cal. Case Nos. 15-51771 and 15-51772) in San Jose, California, on May 25, 2015. The Debtors tapped Thomas A. Vogele, Esq., at Thomas Vogele and Associates, APC, in Costa Mesa, California, as counsel. SANTA CRUZ BERRY: Hires Polis & Assocs. as Litigation Counsel ------------------------------------------------------------- Santa Cruz Berry Farming Co. seeks authority from the U.S. Bankruptcy Court for the Northern District of California, San Jose Division, to employ Thomas J. Polis, Esq., a principal at Polis & Associates, APLC, to act as special litigation counsel to prosecute particular claims asserted by and against Tom Lange Company and its related entities. The professional will undertake representation of Santa Cruz at a rate of $435 per hour. Santa Cruz has paid the professional a prepetition retainer in the amount of $15. Mr. Polis 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. About Santa Cruz Berry Farming Watsonville, California-based Santa Cruz Berry Farming grows conventional and organic strawberries. The privately owned company was founded by and is currently managed by Fritz Koontz. Seven Seas Berry Sales, a division of the Tom Lange Co., is the sales agent for the Company. Santa Cruz Berry Farming Company, LLC, and Corralitos Farms, LLC, commenced Chapter 11 bankruptcy cases (Bankr. N.D. Cal. Case Nos. 15-51771 and 15-51772) in San Jose, California, on May 25, 2015. The Debtors tapped Thomas A. Vogele, Esq., at Thomas Vogele and Associates, APC, in Costa Mesa, California, as counsel. SANTA CRUZ BERRY: Wants Case Jointly Administered with Corralitos ----------------------------------------------------------------- Santa Cruz Berry Farming Company, LLC, asks the U.S. Bankruptcy Court for the Northern District of California, San Jose Division, to issue and order directing joint administration of its Chapter 11 case with the Chapter 11 case of Corralitos Farms, LLC. According to Thomas Vogele, Esq., at Thomas Vogele & Associates, APC, in Costa Mesa, California, joint administration of the estates is in the best interests of the Debtors, the Court, and the creditors. Mr. Vogele explains that Santa Cruz and Corralitos share members, obligations, equipment, and leases, and are joint obligors on various secured promissory notes. Due to the fact that their assets, liabilities, guaranties, and obligations are in many ways intertwined, administration of one estate necessarily affects the other, he tells the Court. Joint administration avoids any inequity and allows for Debtors, the Court, and the creditors to effectively administer each estate at the same time while minimizing delay or expense, Mr. Vogele asserts. About Santa Cruz Berry Farming Watsonville, California-based Santa Cruz Berry Farming grows conventional and organic strawberries. The privately owned company was founded by and is currently managed by Fritz Koontz. Seven Seas Berry Sales, a division of the Tom Lange Co., is the sales agent for the Company. Santa Cruz Berry Farming Company, LLC, and Corralitos Farms, LLC, commenced Chapter 11 bankruptcy cases (Bankr. N.D. Cal. Case Nos. 15-51771 and 15-51772) in San Jose, California, on May 25, 2015. The Debtors tapped Thomas A. Vogele, Esq., at Thomas Vogele and Associates, APC, in Costa Mesa, California, as counsel. SANTA CRUZ BERRY: Wants Corralitos Case Assigned to Judge Hammond ----------------------------------------------------------------- Santa Cruz Berry Farming Company, LLC, asks the U.S. Bankruptcy Court for the Northern District of California, San Jose Division, to transfer the Chapter 11 case of Corralitos Farms, LLC, to Judge M. Elaine Hammond. According to Thomas Vogele, Esq., the request was made on the grounds that the two bankruptcies were filed in succession, with the Corralitos Bankruptcy filed immediately after the Santa Cruz Berry Bankruptcy, and the two bankruptcies were assigned to different judges. Mr. Vogele tells the Court that the estates are related, and thus having both cases heard in front of the same judge would promote efficient administration of the estate and would avoid inconsistent or conflicting rulings. Mr. Vogele explains that Santa Cruz Berry and Corralitos share members, obligations, equipment, and leases, and are joint obligors on various secured promissory notes. Due to the fact that their assets, liabilities, guaranties, and obligations are in many ways intertwined, administration of one estate necessarily affects the other, he says. Having each case heard in a single forum avoids any inequity and allows Debtors, the Court, and the creditors to effectively administer each estate at the same time while minimizing delay and expense, he further asserts. About Santa Cruz Berry Farming Watsonville, California-based Santa Cruz Berry Farming grows conventional and organic strawberries. The privately owned company was founded by and is currently managed by Fritz Koontz. Seven Seas Berry Sales, a division of the Tom Lange Co., is the sales agent for the Company. Santa Cruz Berry Farming Company, LLC, and Corralitos Farms, LLC, commenced Chapter 11 bankruptcy cases (Bankr. N.D. Cal. Case Nos. 15-51771 and 15-51772) in San Jose, California, on May 25, 2015. The Debtors tapped Thomas A. Vogele, Esq., at Thomas Vogele and Associates, APC, in Costa Mesa, California, as counsel. SAVE THE WORLD: Incurs $1.7-Mil. Net Loss in First Quarter ---------------------------------------------------------- Save The World Air, Inc., filed its quarterly report on Form 10-Q, disclosing a net loss of $1.17 million on $nil of revenue for the three months ended Mar. 31, 2015, compared with a net loss of $1.4 million on $nil of revenue for the same period last year. The Company's balance sheet at Mar. 31, 2015, showed $1.50 million in total assets, $976,000 in total liabilities, and stockholders' equity of $525,000. The Company's independent registered public accounting firm, in its report on the Dec. 31, 2014 financial statements, has raised substantial doubt about the Company's ability to continue as a going concern. Its ability to continue as a going concern is dependent upon the ability to raise additional funds and implement its business plan. A copy of the Form 10-Q is available at: http://is.gd/YDCmyl Santa Barbara, Calif.-based Save The World Air, Inc. (STWA) is a developer and vendor of integrated viscosity reduction and joule heat solutions for the global energy industry. The Company designs and manufactures industrial-grade equipment for the upstream, gathering and midstream energy sectors. SEMLER SCIENTIFIC: Expects to Continue to Incur Losses ------------------------------------------------------ Semler Scientific, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q, disclosing a net loss of $1.37 million on $1.2 million of revenue for the three months ended March 31, 2015, compared with a net loss of $817,000 on $837,000 of revenue for the same period in 2014. The Company's balance sheet at March 31, 2015, showed $6.4 million in total assets, $3.81 million in total liabilities, and stockholders' equity of $2.59 million. The Company has incurred recurring losses since inception and expects to continue to incur losses as a result of costs and expenses related to the Company's marketing and other promotional activities, research and continued development of its product. As of March 31, 2015, the Company has working capital of $1.85 million and cash and restricted cash of $5.16 million (which includes $2.1 million of restricted cash). The Company's principal sources of cash have included the issuance of equity securities, and to a lesser extent, borrowings under loan agreements and revenue from leasing its product. To increase revenues, the Company's operating expenses will continue to grow and, as a result, the Company will need to generate significant additional revenues to achieve profitability. In order to execute on its business plan, and given current available cash, the Company anticipates that it will need to raise additional capital. The Company's financial statements as of March 31, 2015 have been prepared under the assumption that the Company will continue as a going concern. The Company's ability to continue as a going concern is dependent upon its ability to obtain additional equity or debt financing, attain further operating efficiencies and, ultimately, to generate additional revenue. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company can give no assurances that additional capital that the Company is able to obtain, if any, will be sufficient to meet the Company's needs. If the Company is unable to raise additional capital within the next twelve months to continue to fund operations at its current cash expenditure levels, the Company's operations will need to be curtailed. The foregoing conditions raise substantial doubt about the Company’s ability to continue as a going concern. A copy of the Form 10-Q is available at: http://is.gd/zgHugl Semler Scientific, Inc., a medical risk-assessment company, develops, manufactures, and markets various patented products to identify the risk profile of medical patients to allow healthcare providers to capture full reimbursement potential for their services in the United States. Its products include FloChec that is used in the office setting to allow providers to measure arterial blood flow in the extremities and is a useful tool for internists and primary care physicians. The company provides its FloChec product and services to its customers through its salespersons and through its co-exclusive distributor. Semler Scientific, Inc. was founded in 2007 and is headquartered in Portland, Oregon. BDO USA, LLP, expressed substantial doubt about the Company's ability to continue as a going concern, citing that the Company has suffered recurring losses from operations and expects continuing future losses. The Company reported a net loss of $4.51 million on $3.63 million of revenue for the year ended Dec. 31, 2014, compared with a net loss of $2.23 million on $2.27 million of revenue in the prior year. The Company's balance sheet at Dec. 31, 2014, showed $7.5 million in total assets, $4.06 million in total liabilities and total stockholders' equity of $3.44 million. SFX ENTERTAINMENT: Moody's Reviews 'Caa1' CFR for Downgrade ----------------------------------------------------------- Moody's Investors Service placed SFX Entertainment, Inc.'s ratings on review for downgrade following the company's May 26, 2015 announcement of a "definitive merger agreement whereby an affiliate of Robert F.X. Sillerman, the Company's Chairman and Chief Executive Officer, will acquire all the outstanding common stock of SFX that he does not already own." The company's Caa1 corporate family rating, Caa1-PD probability of default rating (PDR), B1 first lien revolving credit facility rating, and Caa1 second lien notes rating were placed on review for downgrade. SFX' speculative grade liquidity rating of SGL-3, indicating adequate liquidity, was affirmed. While an indeterminable proportion of the purchase price for the 62.6% of the outstanding common stock of SFX that Mr. Sillerman does not own will be satisfied via an exchange of shares into the continuing entity, and financing arrangements for the balance of the company have not been announced, the transaction has the potential of doubling SFX' debt without augmenting cash flow, warranting a comprehensive ratings review. That said, if financing arrangements provide the company with a sufficient period in which to prove out its business model and cash flow generating capability before refinance milestones arise, there is the potential of the ratings being affirmed. Alternatively, short-dated arrangements or arrangements with imbedded conditionality which may truncate the applicable term to maturity, are more likely to precipitate a downgrade. The following summarizes Moody's ratings and the rating actions for SFX: Issuer: SFX Entertainment, Inc. -- Outlook: Changed to On Review from Stable -- Corporate Family Rating: placed on review for downgrade, currently Caa1 -- Probability of Default Rating: placed on review for downgrade, currently Caa1-PD -- First Lien Senior Secured Revolving Credit Facility: placed on review for downgrade, currently B1 (LGD1) -- Second Lien Senior Secured Notes: placed on review for downgrade, currently Caa1 (LGD3) Moody's review, which will likely be concluded concurrently with the acquisition of SFX, will focus on the company's prospects and debt service capabilities given what will likely be a very significant debt burden. The revenue and EBITDA build-up from individual festivals, as well as ticketing and sponsorship revenues will be reviewed in detail, as will repeating sources and uses of cash flow. Moody's review will also address capital spending, liquidity planning, and the potential of additional acquisition activity. Additionally, issues related to governance and the future sufficiency of information as the company is taken private will also be addressed. Ratings are on review for downgrade because of a potentially significant increase in debt without a corresponding increase in cash flow. The Caa1 CFR might be upgraded if Moody's were to develop good visibility and confidence in SFX's future cash flow, coupled with adequate liquidity and roughly breakeven free cash flow. Until SFX's business model stabilizes, liquidity arrangements will have a significant influence on its rating. In the event liquidity is constrained and the probability of default increases, downwards rating pressure will result. The principal methodology used in these ratings was Business and Consumer Service Industry published in December 2014. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Headquartered in New York, New York, SFX Entertainment, Inc., (SFX), is a leading producer of live events and media and entertainment content focused exclusively on electronic music culture (EMC). SIGA TECHNOLOGIES: Patheon Joins Creditors Committee ---------------------------------------------------- The U.S. Trustee for Region 2 appointed Patheon Manufacturing Services, LLC to serve on SIGA Technologies Inc.'s official committee of unsecured creditors. The unsecured creditors' committee is now composed of: (1) PharmAthene, Inc. One Park Place, Suite 450 Annapolis, MD 21401 Attn: Eric I. Richman Chief Executive Officer Tel: (410) 269-2520 (2) Patheon Manufacturing Services, LLC c/o Patheon Pharmaceuticals Inc. 2110 East Galbraith Road Cincinnati, OH 45237-1625 Attn: Francis P. McCune, Secretary Tel: (732) 537-6112 About SIGA Technologies Publicly held SIGA Technologies, Inc., with headquarters in Madison Avenue, New York, is a biotech/pharmaceutical company that specializes in the development and commercialization of solutions for serious unmet medical needs and biothreats. SIGA's lead product is Tecovirimat, also known as ST-246, an orally administered antiviral drug that targets orthopoxviruses. SIGA sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 14-12623) on Sept. 16, 2014, in Manhattan. The case is assigned to Judge Sean H. Lane. The Debtor has tapped Weil, Gotshal & Manges LLP, as counsel, and Prime Clerk LLC as claims agent. The Debtor's Chapter 11 plan and disclosure statement are due May 14, 2015. The Debtor disclosed total assets of $131,669,746 and $7,954,645 in liabilities as of the Chapter 11 filing. The Statutory Creditors' Committee is represented by Martin J. Bienenstock, Esq., Scott K. Rutsky, Esq., and Ehud Barak, Esq., at PROSKAUER ROSE LLP. The Committee tapped to retain Guggenheim Securities, LLC, as its financial advisor and investment banker. SMURFIT-STONE: "Poston" Claims Discharged in Bankruptcy ------------------------------------------------------- In the case captioned RODNEY F. POSTON, Plaintiff, v. ROCK TENN SMURFIT-STONE, Defendant, DOCKET NO. 1:13-CV-00206-MOC-DLH (W.D. N.C.), District Judge Max O. Cogburn, Jr. granted the defendant's Motion for Summary Judgment and Motion to Take Judicial Notice of a Confirmation Order filed in another district. Defendant argued that the action is barred as a matter of law as the plaintiff's claims were discharged by the United States Bankruptcy Court in In re: Smurfit-Stone Container Corporation, 09-10235 (Bankr. D. Del.) In his May 6, 2015 order available at http://is.gd/mUPDSffrom Leagle.com, Judge Cogburn granted the defendant's Motion for Summary Judgment and dismissed the action with prejudice. Judge Cogburn found that the claims asserted by the plaintiff against the defendant arose before the effective date of the Confirmation Order. As a matter of law, claims that arose before the Confirmation Order was entered were discharged, released, and barred by the discharge and injunction provisions of the Confirmation Order entered in the defendant's Chapter 11 bankruptcy proceeding. Rodney F. Poston, Plaintiff, Pro Se. Rock Tenn Smurfit-Stone, Defendant, represented by Elizabeth R. Dangel -- elizabeth.dangel@ogletreedeakins.com -- Ogletree, Deakins, Nash, Smoak, and Stewart, P.C. & Kelly Suzanne Hughes -- kelly.hughes@ogletreedeakins.com -- Ogletree, Deakins, Nash, Smoak & Stewart, P.C.. About Smurfit-Stone Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/-- is one of the leading integrated manufacturers of paperboard and paper-based packaging in North America and one of the world's largest paper recyclers. The Company operates 162 manufacturing facilities that are primarily located in the United States and Canada. The Company also owns roughly one million acres of timberland in Canada and operates wood harvesting facilities in Canada and the United States. The Company employs roughly 21,250 employees, 17,400 of which are based in the United States. For the quarterly period ended September 30, 2008, the Company reported roughly US$7.450 billion in total assets and US$5.582 billion in total liabilities on a consolidated basis. Smurfit-Stone and its U.S. and Canadian subsidiaries filed for Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead Case No. 09-10235). Certain of the company's affiliates, including Smurfit-Stone Container Canada Inc., a wholly owned subsidiary of SSCE, and certain of its affiliates, filed to reorganize under the Companies' Creditors Arrangement Act in the Ontario Superior Court of Justice in Canada. Smurfit-Stone joined pulp- and paper-related bankruptcies as rising Internet use hurts magazines and newspapers. Corporacion Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy in October. Quebecor World Inc., a magazine printer and Pope & Talbot Inc., a pulp-mill operator, also sought cross-border bankruptcies for their operations in the U.S. and Canada. James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M. Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton, Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware, served as the Debtors' bankruptcy counsel. PricewaterhouseCoopers LLC, served as the Debtors' financial and investment consultants. Lazard Freres & Co. LLC served as the Debtors' investment bankers. Epiq Bankruptcy Solutions LLC acted as the Debtors' notice and claims agent. The Company's Plan of Reorganization, which was confirmed by the U.S. Bankruptcy Court on June 21, 2010, and recognized by a Canadian court order, became effective July 1, 2010. The Plan provides that 2.25% of the new Smurfit-Stone common stock pool will be distributed pro rata to the Company's previous preferred stockholders and 2.25% of the New Smurfit-Stone common stock pool will be distributed pro rata to the Company's previous common stockholders. SOUTHERN PACIFIC: Creditors File Receivership Application --------------------------------------------------------- Southern Pacific Resource Corp. on May 28 disclosed that the Company's First Lien Term Loan Creditors have filed an application with the Court of Queen's Bench of Alberta to place the Company into Receivership and appoint a Receiver to manage the Company's affairs. PwC Canada ("PWC") had been appointed by the Court as monitor under the existing CCAA proceedings and has been proposed as the Receiver in order to provide continuity to the insolvency process. All of the materials filed with the Court, including the Initial and subsequent Orders under the CCAA and the application for Receivership, are available on the PWC's website --www.pwc.com/car-stp The application is scheduled to be heard in Court on Monday, June 1, 2015 at 8:30 AM MT. Southern Pacific's Board of Directors has reviewed and will not oppose the application. Southern Pacific will not be seeking to extend the CCAA stay of proceedings, scheduled to expire June 1, 2015. It is also the intent of all the existing members of the Board of Directors to resign immediately in the event of a successful appointment of a Receiver. The effect of a Receivership will make any recovery for unsecured creditors or shareholders very unlikely. SPECTRUM ANALYTICAL: Ch 11 Trustee Wants to Have Co. Sold Intact ---------------------------------------------------------------- Jim Kinney at Masslive.com reports, citing Steven Weiss, the Chapter 11 bankruptcy trustee for Spectrum Analytical Inc., hopes to have the Company sold intact to new owners who will keep it running. According to Masslive.com, the Chapter 11 Trustee said that Seth Schalow, a manager first hired in March by a court-appointed receiver to bring order to anarchic operations at Spectrum Analytical in Agawam, has already met and talked with interested parties. Masslive.com relates that the Hon. Henry J. Boroff of the U.S. Bankruptcy Court for the District of Massachusetts has ruled that Mr. Schalow will be staying on the job. The report says that as Mr. Schalow helps market the business for sale, he will keep the Company running, its customers satisfied, its bills paid and and its 150 employees working and getting paid. The Company is a viable business now that it is under new management, Masslive.com states, citing the Chapter 11 Trustee. About Spectrum Analytical Spectrum Analytical Inc. provides testing and analytical data for environmental interests. Hanibal Technology LLC serves as Spectrum's exclusive international marketing and sales agent, and focuses on education, research, and development in environmental technology. Spectrum maintains offices in Agawam, Massachusetts, Tampa, Florida, North Kingstown, Rhode Island, and Syracuse, New York. Spectrum Analytical and Hanibal Technology commenced Chapter 11 bankruptcy cases (Bankr. D. Mass. Case Nos. 15-30404 and 15-30405) on April 30, 2015, to retake management of their business and assets from the receiver installed by their lender. Hanibal Tayeh, the sole member, signed the bankruptcy petitions. Spectrum estimated $10 million to $50 million in assets and debt. Hanibal estimated less than $10 million in assets and debt. Bacon Wilson, P.C., serves as the Debtors' counsel. SPECTRUM ANALYTICAL: Steven Weiss Appointed Chapter 11 Trustee -------------------------------------------------------------- William K. Harrington, the United States Trustee for Region 1, appointed Steven Weiss to serve as Chapter 11 trustee in the Chapter 11 cases of Spectrum Analytical, Inc., and Hanibal Technology, LLC. Richard T. King, Assistant U.S. Trustee, tells the U.S. Bankruptcy Court for the District of Massachusetts, Western Division, that Mr. Weiss has no connection with the Debtors, their creditors, any other parties of interest, the Debtors' attorneys and accountants, the United States Trustee, and persons employed in the Office of the United States Trustee. The bond requirement was set at $10,000. A Certificate of Appointment of Chapter 11 Trustee naming Mr. Weiss was issued on May 12, 2015, and approved by Bankruptcy Judge Henry J. Boroff on the same day. The United States Trustee is represented by: Richard T. King, Esq. Assistant United States Trustee UNITED STATES DEPARTMENT OF JUSTICE Office of the United States Trustee 446 Main Street, 14th Floor Worcester, MA 01608 Telephone: (508)793-0555 Facsimile: (508)793-0558 E-mail: richard.t.king@usdoj.gov The Chapter 11 Trustee may be reached at: Steven Weiss, Esq. SHATZ, SCHWARTZ & FENTIN 1441 Main Street, Suite 1100 Springfield, MA 01103 Tel: (413) 737-1131 Email: sweiss@ssfpc.com About Spectrum Analytical Spectrum Analytical Inc. provides testing and analytical data for environmental interests. Hanibal Technology LLC serves as Spectrum's exclusive international marketing and sales agent, and focuses on education, research, and development in environmental technology. Spectrum maintains offices in Agawam, Massachusetts, Tampa, Florida, North Kingstown, Rhode Island, and Syracuse, New  York.   Spectrum Analytical and Hanibal Technology commenced Chapter 11 bankruptcy cases (Bankr. D. Mass. Case Nos. 15-30404 and 15-30405) on April 30, 2015, to retake management of their business and assets from the receiver installed by their lender. Hanibal Tayeh, the sole member, signed the bankruptcy petitions.   Spectrum estimated $10 million to $50 million in assets and debt.  Hanibal estimated less than $10 million in assets and debt.  Bacon Wilson, P.C., serves as the Debtors' counsel.   STOCKTON, CA: Argues Against Appeal of Bankruptcy Plan ------------------------------------------------------ Robin Respaut, writing for Reuters, reported that the city of Stockton, in California, urged an appellate court to back the city's exit from municipal bankruptcy after a holdout creditor appealed its plan. According to Reuters, Stockton said in a brief filed on May 28 that the creditor, two funds managed by Franklin Templeton Investments, was trying to relitigate its case using the same flawed legal arguments that a U.S. federal bankruptcy court judge had already rejected. Franklin filed the opening brief to its appeal with the U.S. Bankruptcy Appellate Panel of the Ninth Circuit in March, claiming it would receive less than 1 percent of its unsecured claim and that "no bondholder has ever received so little in the history of municipal bankruptcy," the report related. About Stockton, Calif. The City of Stockton, California, filed a Chapter 9 petition (Bankr. E.D. Cal. Case No. 12-32118) in Sacramento on June 28, 2012, becoming the largest city to seek creditor protection in U.S. history. The city was forced to file for bankruptcy after talks with bondholders and labor unions failed. Stockton estimated more than $1 billion in assets and in excess of $500 million in liabilities. The city, with a population of about 300,000, identified the California Public Employees Retirement System as the largest unsecured creditor with a claim of $147.5 million for unfunded pension costs. In second place is Wells Fargo Bank NA as trustee for $124.3 million in pension obligation bonds. The list of largest creditors includes $119.2 million owing on four other series of bonds. The city is being represented by Marc A. Levinson, Esq., and John W. Killeen, Esq., at Orrick, Herrington & Sutcliffe LLP. The petition was signed by Robert Deis, city manager. Mr. Levinson also represented the city of Vallejo, Cal. in its 2008 bankruptcy. Vallejo filed for protection under Chapter 9 (Bankr. E.D. Cal. Case No. 08-26813) on May 23, 2008, estimating $500 million to $1 billion in assets and $100 million to $500 million in debts in its petition. In August 2011, Vallejo was given green light to exit the municipal reorganization. The Vallejo Chapter 9 plan restructures $50 million of publicly held debt secured by leases on public buildings. Although the Plan doesn't affect pensions, it adjusts the claims and benefits of current and former city employees. Bankruptcy Judge Michael McManus released Vallejo from bankruptcy on Nov. 1, 2011. The bankruptcy judge on April 1, 2013, ruled that the city of Stockton is eligible for municipal bankruptcy in Chapter 9. Judge Klein, in late October 2014, confirmed the debt-adjustment plan by the city of Stockton, rejecting arguments that it unfairly discriminated among creditors by chopping a mutual fund's recovery to near zero while shielding city retirees from any impairment at all. Stockton, California city manager Kurt Wilson said the city's First Amended Plan of Adjustment, as Modified, became effective; and the Company emerged from Chapter 9 protection, following the U.S. Bankruptcy Court's confirmation of the plan on Feb. 4, 2015. * * * The Troubled Company Reporter, on Sep. 26, 2014, reported that Moody's Investors Service has affirmed the long-term ratings of the city of Stockton's (CA) water and sewer enterprises' debts at Ba1. Moody's have also changed the outlook on the city's water bond rating to developing from stable, while the developing outlook on the sewer system's rating remains the same. The TCR, on Nov. 10, 2014, reported that Moody's Investors Service has upgraded to Ba3 from Caa3 the City of Stockton's (CA) series 2006 lease revenue bonds and affirmed the city's 2007 pension obligation at Ca. Moody's have removed the developing outlook from the Series 2006 bonds and Moody's have removed the negative outlook from the Series 2007 bonds. The TCR, on Nov. 14, 2014, reported that Standard & Poor's Ratings Services raised its long-term rating and underlying rating (SPUR) to 'B-' from 'CCC' on the Stockton Public Financing Authority, Calif.'s series 2003A and 2003B certificates of participation (COPs) and its SPUR to 'B-' from 'CCC' on the authority's series 2006A lease revenue refunding bonds. Standard & Poor's also affirmed its 'CC' SPUR on Stockton Redevelopment Agency's series 2004 (arena project) revenue bonds. All series are appropriation obligations of Stockton. The outlook on the series 2003A and 2003B COP long-term rating and SPUR and on the 2006A lease revenue refunding bond SPUR is stable, and the outlook on the series 2004 revenue bond rating (arena project) is negative. STOWE LEASING: Case Summary & 3 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Stowe Leasing, Inc. 463 Old Reading Pike Stowe, PA 19464 Case No.: 15-13769 Chapter 11 Petition Date: May 29, 2015 Court: United States Bankruptcy Court Eastern District of Pennsylvania (Philadelphia) Judge: Hon. Ashely M. Chan Debtor's Counsel: Albert A. Ciardi, III, Esq. CIARDI CIARDI & ASTIN, P.C. One Commerce Square 2005 Market Street, Suite 3500 Philadelphia, PA 19103 Tel: (215) 557-3550 Fax: 215-557-3551 Email: aciardi@ciardilaw.com Jennifer E. Cranston, Esq. CIARDI CIARDI & ASTIN, P.C. One Commerce Square 2005 Market Street, Suite 3500 Philadelphia, PA 19103 Tel: 215 557 3550 Email: jcranston@ciardilaw.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Craig Goodman, president. A list of the Debtor's three largest unsecured creditors is available for free at http://bankrupt.com/misc/paeb15-13769.pdf TECHNICAL HEAT: Case Summary & 5 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Technical Heat Transfer Services, Inc. 374 N. Ellicott Creek Rd. Amherst, NY 14228 Case No.: 15-11176 Chapter 11 Petition Date: May 29, 2015 Court: United States Bankruptcy Court Western District of New York (Buffalo) Judge: Hon. Carl L. Bucki Debtor's Counsel: Arthur G. Baumeister, Jr., Esq. AMIGONE, SANCHEZ & MATTREY LLP 1300 Main Place Tower 350 Main Street Buffalo, NY 14202 Tel: (716) 852-1300 Email: abaumeister@amigonesanchez.com Total Assets: $42,863 Total Liabilities: $1.57 million The petition was signed by Douglas M. Clune, president. A list of the Debtor's five largest unsecured creditors is available for free at http://bankrupt.com/misc/nywb15-11176.pdf UNIVERSITY GENERAL: Seeks Sept. 25 Extension of Lease Decision Date ------------------------------------------------------------------- University General Health System, Inc., and its debtor affiliates, ask the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, to extend the time by which they must decide whether to assume or reject unexpired non-residential real property leases to the earlier of (i) September 25, 2015; or (ii) the date of the entry of an order confirming a plan in the case. Joshua W. Wolfshohl, Esq., at Porter Hedges, LLP, in Houston, Texas, says sufficient cause exists for the requested extension. He tells the Court that the Debtors are moving in an expeditious fashion to evaluate their real property leases. One lease has already been rejected. With respect to the remaining leases, the Debtors are timely paying postpetition rent, he notes. The Debtors believe the requested extension is appropriate under the circumstances as the Debtors evaluate their options and formulate their plan. The Debtors are represented by: John F. Higgins, Esq. Joshua W. Wolfshohl, Esq. Aaron J. Power, Esq. PORTER HEDGES, LLP 1000 Main Street, 36th Floor Houston, TX 77002 Telephone: (713)226-6000 Facsimile: (713)226-6248 Email: jhiggins@porterhedges.com jwolfshohl@porterhedges.com apower@porterhedges.com About University General University General Health System, Inc., with headquarters in  Houston, Texas, is a multi-specialty health care provider that  delivers concierge physician- and patient-oriented services. UGHS  and its consolidated subsidiaries operate, amongst others, a general acute care hospital, ambulatory surgical centers,  hyperbaric wound care centers, diagnostic imaging centers, physical therapy centers, and senior living centers.   UGHS owns the University General Hospital, a 72-bed, general acute care hospital in the heart of the Texas Medical Center in Houston,  Texas.   UGHS and its affiliated entities sought Chapter 11 protection  (Bankr. S.D. Tex. Lead Case No. 15-31086) in Houston, Texas, on  Feb. 27, 2015. The case is assigned to Judge Letitia Z. Paul.   The Debtors have tapped John F Higgins, IV, Esq., Aaron James Power, Esq., and Joshua W. Wolfshohl, Esq., at Porter Hedges LLP,  in Houston, Texas, as counsel. Upshot Services, LLC, is the claims  and noticing agent. U.S. Trustee Judy A. Robbins formed a nine-member panel of unsecured creditors in the Chapter 11 cases of the Debtors.  VARIANT HOLDING: Equity Holders Balk at $30M Price Drop ------------------------------------------------------- Equity Holders in debtor Variant Holding Company, LLC filed a limited objection with respect to the Debtor's supplemental motion for an order authorizing the Debtor to cause its non-debtor subsidiaries to sell their assets pursuant to a reinstated and amended portfolio purchase and sale agreement related to the Texas/East Coast Portfolio. The Equity Holders consist of Conix WH Holdings, LLC, Conix, Inc., Numeric Holdings Company, LLC, Walker's Dream Trust, and Variant Royalty Group, LP, each an equity holder in Debtor Variant Holding Company, LLC. According to Equity Holders, the Debtor's supplemental motion sought to materially change the terms of the previously approved sale. The price reduction would fundamentally alter the prospects of creditors and equity well as the ultimate prospects for the bankruptcy reorganization. The Debtor, in its supplemental motion, said that the sale will be pursuant to the terms of that certain portfolio purchase and sale agreement dated March 5, 2015, as amended and modified by that certain reinstatement and fourth amendment to portfolio purchase and sale agreement dated as of May 14, 2015, to Birch Owner LLC, the buyer, as assignee of LRP Property Company, LLC, the original buyer, for the purchase price of $205,000,000 in the aggregate. The Debtor previously obtained the Court's approval to cause its subsidiaries to sell the bulk of their real estate assets to the original buyer for $275,000,000 in the aggregate. One sale agreement dealt with the subsidiaries' Las Vegas Portfolio and the other dealt with the Texas/East Coast Portfolio. The closing of the sale of the subsidiaries' Las Vegas Portfolio occurred on March 26, 2015, for $40,000,000, as had been agreed and approved by the Court. The original PSA for the Texas/East Coast Portfolio, however, was terminated after the expiration of the buyer's due diligence period. Due to certain deficiencies identified with respect to the Texas/East Coast Portfolio, the buyer sought a significant downward adjustment of the purchase price. The buyer identified deteriorating operating performance, deferred capital expenditures, and uncertain market conditions impacting the Texas/East Coast Portfolio as the bases for a price adjustment. The buyer and the Debtor engaged in negotiations over a revised purchase price. Ultimately, the parties agreed on a purchase price reduction for the subsidiaries' Texas/East Coast Portfolio from $235,000,000 to $205,000,000, as reflected in the Fourth Amendment. There are no further due diligence conditions in the Reinstated PSA. The Reinstated PSA also provides that a holdback of $2,000,000 under the Original PSA has been eliminated under the Reinstated PSA, as have any due diligence conditions. A copy of the terms of the amendment is available for free at: http://bankrupt.com/misc/VariantH_Supp_TECPsale.pdf The Equity Holders are represented by: John D. McLaughlin, Jr., Esq. Daniel K. Astin, Esq. Joseph J. McMahon, Jr., Esq. CIARDI CIARDI & ASTIN. 1204 North King Street Wilmington, DE 19081 Tel: (302) 658-1000 Fax: (302) 658-1300 E-mails: jmclaughlin@ciardilaw.com jmcmahon@ciardilaw.com Michael McGrath, Esq. MESCH, CLARK & ROTHSCHILD, P.C. 259 North Meyer Avenue Tucson, AZ 85701 Tel: (520) 624-8886 Fax: (520) 798-1037 E-mails: mmcgrath@mcrazlaw.com ecf@mcrazlaw.com About Variant Holding Variant Holding Company, LLC, commenced bankruptcy proceedings under Chapter 11 of the U.S. Bankruptcy Code in Delaware (Case No. 14-12021) on Aug. 28, 2014, without stating a reason. Tucson, Arizona-based Variant Holding estimated $100 million to $500 million in assets and less than $100 million in debt. The Debtor has tapped Peter J. Keane, Esq., at Pachulski Stang Ziehl & Jones LLP, as counsel. Members holding the majority of the interests in the company, namely Conix WH Holdings, LLC, Conix Inc., Numeric Holding Company, LLC, Walkers Dream Trust, and Variant Royalty Group, LP, signed the resolution authorizing the bankruptcy filing. VRINGO INC: Has $6.98-Mil. Loss in March 31 Quarter --------------------------------------------------- Vringo, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q, disclosing a net loss of $6.98 million on $150,000 of revenue for the three months ended March 31, 2015, compared with a net loss of $11.1 million on $250,000 of revenue for the same period last year. The Company's balance sheet at March 31, 2015, showed $32.5 million in total assets, $6.26 million in total liabilities, and stockholders' equity of $26.3 million. The Company expects to incur further losses in the operations of its business and has been dependent on funding its operations through the issuance and sale of equity securities. These circumstances raise substantial doubt about the Company's ability to continue as a going concern. As a result of this uncertainty and the substantial doubt about its ability to continue as a going concern as of Dec. 31, 2014, KPMG LLP, the Company's independent registered public accounting firm, issued a report dated March 16, 2015, stating its opinion that its recurring losses from operations, negative cash flows from operating activities, and potential insufficiency of cash or available sources of liquidity to support its current operating requirements raise substantial doubt as to the Company's ability to continue as a going concern. A copy of the Form 10-Q is available at: http://is.gd/JIPbjM Vringo, Inc., together with its subsidiaries, develops, acquires, licenses, protects, and monetizes intellectual property worldwide. Its intellectual property portfolio consists of approximately 500 patents and patent applications covering telecom infrastructure, Internet search, and mobile technologies. The company is headquartered in New York, New York. WELLCARE HEALTH: Moody's Keeps 'Ba2' Rating on Senior Notes ----------------------------------------------------------- Moody's Investors Service maintained the Ba2 senior unsecured debt rating of WellCare Health Plans Inc.'s (NYSE: WCG, WellCare) senior notes following a $300 million add-on to the $600 million debt issuance of November 2013. The debt issuance is a draw on the company's shelf registration, which it filed in August 2012. WellCare intends to use the net proceeds for general working capital purposes, potential organic growth, and debt maturity management. The outlook on the rating is stable. Moody's notes that with the additional debt WellCare's adjusted financial leverage (debt to capital where debt includes operating leases) is expected to increase above 45% from its current level of 39.4% as of March 31, 2015. The rating agency stated that it expects the financial leverage ratio to be managed back down to below 40% during 2016. Moody's commented that the Ba2 senior unsecured debt rating for WellCare Health Plans, Inc. and Baa2 insurance financial strength (IFS) rating for WellCare of Florida, Inc. (WCFL) is supported by the company's good financial profile, characterized by adequate and consistent operating earnings, and strong cash flow including a stream of unregulated cash flows from management fees. However, the ratings also reflect a somewhat weaker business profile, largely the result of the company's exclusive focus on the Medicare and Medicaid segments with approximately 30% of its premium revenue concentrated in the Medicaid contracts with Florida and Georgia. The rating agency said that WellCare's ratings could be upgraded if: 1) there was continued geographical expansion of the company's Medicaid and Medicare products, 2) the consolidated risk-based capital (RBC) ratio is improved to at least 200% of company action level (CAL), and 3) debt to EBITDA is 2x or lower. Moody's added that on the other hand, the following could result in a rating downgrade: 1) loss or impairment of one of the company's major government contracts, 2) debt to EBITDA in excess of 4x, or 3) an RBC ratio below 150% of CAL. The principal methodology used in this rating was U.S. Health Insurance Companies published in October 2014. WellCare Health Plans, Inc. is headquartered in Tampa, Florida. For the first three months of 2015, the company reported approximately $3.5 billion in total revenue. As of March 31, 2015 shareholders' equity was $1.6 billion and total medical membership (excluding Medicare Part D) was approximately 2.7 million members. Moody's insurance financial strength ratings are opinions about the ability of insurance companies to punctually pay senior policyholder claims and obligations. WEST COAST PROPAGATIONS: Case Summary & 14 Top Unsecured Creditors ------------------------------------------------------------------ Debtor: West Coast Propagations, LLC A California Limited Liability Company P.O. Box 1317 Vista, CA 92085-1317 Case No.: 15-03611 Chapter 11 Petition Date: May 29, 2015 Court: United States Bankruptcy Court Southern District of California (San Diego) Judge: Hon. Margaret M. Mann Debtor's Counsel: John L. Smaha, Esq. SMAHA LAW GROUP, APC 2398 San Diego Avenue San Diego, CA 92110 Tel: (619) 688-1557 Fax: (619) 688-1558 Email: jsmaha@smaha.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Judy Ponto, reorganization officer. A list of the Debtor's 14 largest unsecured creditors is available for free at http://bankrupt.com/misc/casb15-03611.pdf WYNN RESORTS: Fitch Affirms 'BB' Issuer Default Rating ------------------------------------------------------ Fitch Ratings has affirmed the Issuer Default Ratings for Las Vegas Sands Corp. and Wynn Resorts, Ltd at 'BBB-' and 'BB', respectively. Fitch has also affirmed the IDR for MGM Resorts International at 'B+' and MGM's Macau subsidiaries, MGM Grand Paradise S.A. and MGM China Holdings Ltd, at 'BB'. The Rating Outlook for LVS and Wynn's IDRs remains Stable. The Outlook for MGM is Positive. The Outlooks for MGM's Macau subsidiaries have been revised to Stable from Positive. Fitch's rating actions take into account the companies' exposure to Macau, where Fitch estimates gaming revenues will decline by 29% in 2015 on top of a 3% decline in 2014. For LVS and Wynn, Fitch links the IDRs of the parent companies and their respective subsidiaries reflecting strategic and organizational/capital structure considerations. The two companies' respective subsidiaries share branding and management plus both parent companies can pull cash from the stronger, larger Asian subsidiaries (subject to credit facility covenants) to support the weaker U.S. subsidiaries. The two-notch differential between MGM and MGM's Macau subsidiaries reflects the Macau subsidiaries' significantly stronger financial profile relative to the parent company, financial covenants at the Macau subsidiaries (dividends limited if leverage is greater than 3.5x) and the smaller relative size of MGM's Macau operations relative to its domestic operations. KEY RATING DRIVERS The affirmations of all three companies' IDRs reflect Fitch's belief that the companies' financial profiles can withstand the pressures related to the current downturn in Macau as well as their respective development pipelines without deviating far from the rating thresholds. LVS' and Wynn's development pipelines are fully funded with minimal debt maturities coming due in the near-term and both companies took measures to shore up liquidity. LVS paused share buybacks in 1Q'15. Wynn cut its corporate common dividends by two-thirds. Fitch forecasts LVS' ratios to remain well within the 'BBB-' IDR thresholds through Fitch's projection horizon while the EBITDA decline in Macau pushes Wynn's leverage ratios above Fitch's thresholds for 'BB' IDR over the next two-three years. Fitch projects Wynn's gross leverage to get back to around 5x by 2018 when Wynn Everett opens, at which point the company will have a major presence in a third gateway market and will solidify its position in Macau with a more mass market oriented property. The affirmation of Wynn's IDR at 'BB' further takes into account the company's historical willingness to reduce shareholder friendly activity during operating downturns and its reluctance to overextend itself when bidding for new gaming licenses. Fitch forecasts LVS' financial strength to remain within the thresholds for 'BBB-'. The forecast assumes 10% annual growth in parent level dividends, more moderate share buyback activity and no expansion projects beyond the Parisian Macao. Fitch believes that there is a better than 50/50 chance that Japan legalizes casinos this year in which case LVS is well positioned to compete for one of the integrated resort licenses. But should LVS prevail, construction is at least two years away with heavy spending not happening for another one-two years after that. Other development opportunities that may interest LVS include Korea, Vietnam, New Jersey, Florida and Texas, but all of these require considerable regulatory hurdles to overcome. Fitch forecasts Wynn's gross and net leverage to increase to roughly 9x and 7x, respectively, by the end of 2015 after taking into account the decline in EBITDA at Wynn Macau (-35% estimated by Fitch) and draws on Wynn American and Wynn Macau credit facilities to fund development capex. Fitch calculated gross and net leverage ratios will start to moderate to around 8x and 6x towards the end of 2016, respectively, when Wynn Palace starts to ramp up. The leverage ratios will further improve closer to 5x and 4x, respectively, by 2018 when Wynn Everett opens. (Fitch subtracts income attributable to minority interest and cash-based corporate expense from EBITDA when calculating leverage). Fitch's base case assumes no further projects beyond Wynn Everett and that the parent level dividends remain flat at roughly $200 million per year through 2017. Like LVS, Wynn will be a competitive contender for a gaming license in Japan if the country legalizes casino resorts; however, Fitch's base case model does not assume related capex. There is minimal tolerance in Wynn's IDR for greater than expected operating pressure, increase in shareholder friendly activity beyond what is incorporated in Fitch's base case, an unfavorable ruling related to the Okada lawsuit or incremental development capex that significantly overlaps with the current capex program. For MGM, Macau represents about 30% of consolidated revenues compared to 60% for LVS and 70% for Wynn. The weakness in Macau will be offset by the stability in MGM's Las Vegas and U.S. regional markets. Fitch sees MGM continuing to reduce its domestic debt while funding its $2 billion domestic development pipeline using domestic FCF, cash on hand and dividends from its subsidiaries and JVs including CityCenter. However, given MGM's significant maturity profile Fitch estimates that the company will have to access approximately additional $600 million of new capital through 2017 to address funding needs. Fitch may upgrade MGM's IDR to 'BB-' as Fitch gets better visibility of MGM consolidated leverage's trajectory towards 5x with that ratio being reached around 2017 in Fitch's base case. The Stable Outlook on MGM's Macau subsidiaries reflects the increased uncertainty with respect to these subsidiaries' financial profiles amidst the current operating pressure. However, MGM China's and MGM Grand Paradise's IDRs maintain headroom for further upward rating pressure should conditions in Macau stabilize and MGM Cotai ramps up as expected. MARKET OUTLOOKS Macau Fitch projects Macau's gaming revenue to decline by 29% in 2015. This reflects continued revenue weakness through April, with daily gaming revenue declining to MOP640 million in April, and Fitch's view that a strong rebound in average daily gaming revenue is unlikely during the balance of 2015. Fitch's forecast, which sees 2015 gaming revenue falling to USD31 billion, assumes daily gaming revenue of MOP650 million to MOP680 million for the balance of the year, with the higher end of the range occurring toward the end of the year. The 2H'15 improvement takes into account Fitch's opinion that the market is near the trough and that Galaxy Macau's phase II (opened May 27) and StudioCity (opening 3Q15) will drive some incremental, albeit limited, growth. Fitch believes that Wynn and MGM will see the greatest benefit from their respective Cotai projects given that the limited capacity at the existing facilities limits their ability to better penetrate the mass market segment. Fitch has become more negative on the near- to medium-term prospects of Macau's gaming market. Several headwinds have come to the forefront that may impede mass market growth. The headwinds include the Secretary for Social Affairs and Culture's proposal to cap visitation from mainland China at 21 million; a complete smoking ban in Macau's casinos proposed by the director of the Tobacco Prevention and Control Office; and delays in key transportation infrastructure projects, including the bridge to Hong Kong and the intracity light rail. Fitch's long-term positive outlook for Macau remains intact as Fitch continues to believe the APAC region is underpenetrated, at least as far a mass market is concerned. However, it appears that Macau is now in a "new normal" and it may take several years before the market returns to above USD40 billion in annual gaming revenues. Las Vegas Strip Fitch is positive on the Las Vegas Strip outlook, projecting that the market will manage mid-single-digit RevPAR growth over the next two to three years. RevPAR growth will be supported by healthy convention bookings, lack of new supply at least until 2018 and increasing air capacity. MGM continues to sound optimistic on convention trends on their recent earnings calls citing growing forward bookings and increasing convention mix. Air capacity increases will further support visitation growth. McCarran International Airport's flight capacity measured by seats for August 2015 is up 5.1% relative to the same period in 2014. Gaming revenues are being pressured in 2015 by the weakness in baccarat play, which represents nearly a quarter of the gaming business on the Strip (probably more for LVS and Wynn). Gaming revenues are down 2% year-to-date through March on a 4% decline in baccarat. Positively, slot play, a drag on gaming revenue growth over the last few years, is up 3%. Fitch believes that baccarat play is being negatively impacted by the corruption crackdown and the economic slowdown in China. However, Fitch expects the growth in Chinese tourism to U.S. to offset some of the pressure. The U.S. Department of Commerce forecasts visitation to the U.S. by Chinese tourists to grow by 19% in 2015. The $4 billion Resorts World Las Vegas due to open early 2018 will be a positive for the Las Vegas Strip and should benefit Wynn and LVS as it will pull the center of gravity north. Las Vegas represents roughly 50%, 30% and 10% of the consolidated revenues of MGM, Wynn and LVS, respectively. KEY ASSUMPTIONS -- LVS' consolidated revenues decline by 18% in 2015 reflecting a 26% decline at Sands China. Same-store revenues grow by low-single digits thereafter. Overall revenues grow 4%, 3% and 1% in 2016, 2017 and 2018 reflecting the opening of the Parisian Macao in mid-2016. Fitch assumes $650 million of incremental revenues from the Parisian Macao (200 tables assumed). Fitch estimates property EBITDA margins of about 33% for LVS through the projection horizon. -- LVS' corporate dividends grow 10% per years; Sands China dividends are $2 billion per year, share buybacks are $400 million per year, and no other development capex is undertaken. -- Wynn's consolidated revenues decline by 20% in 2015 reflecting a 28% decline at Wynn Macau. Same-store revenues grow by low-single digits thereafter. Overall revenues grow 14%, 13% and 22% in 2016, 2017 and 2018 reflecting the opening of Wynn Palace in mid-2016 and Wynn Everett in early 2018. Fitch assumes $1.14 billion and $1.16 billion of incremental revenues from Wynn Palace (200 tables assumed) and Wynn Everett, respectively. Fitch estimates property EBITDA margins of about 30% for Wynn through the projection horizon. -- Wynn's corporate dividends remain around $200 million per year until 2018; Wynn Macau dividends are $280 million in 2017-2019 with no Macau dividends in 2016; no other development capex is undertaken; and there is no resolution to the Okada lawsuit. -- MGM's consolidated revenues decline by 7% in 2015 reflecting a 23% decline at MGM China. Same-store revenues grow in the low-to-mid single digit range thereafter. Overall revenues grow 2%, 24% and 2% in 2016, 2017 and 2018 reflecting the opening of MGM Cotai, MGM National Harbor and MGM Springfield in early 2017. Fitch assumes $830 million, $825 million and $450 million of incremental revenues from MGM Cotai (200 tables assumed), MGM National Harbor and MGM Springfield, respectively. Fitch estimates property EBITDA margins of about 24% for MGM through the projection horizon. -- MGM starts to pay a $500 million per year dividends in 2018; MGM China dividends is $400 million per year through 2016 and $700 million thereafter; MGM applies cash on hand and all FCF to paydown debt until 2018; MGM receives $80 million from CityCenter per year, and no other development capex is undertaken. RATING SENSITIVITIES Las Vegas Sands An upgrade to 'BBB' is possible if LVS maintains to its existing financial policies and leverage remains below 3.5x and 3.0x on gross and net basis, respectively, for an extended period of time. Increasing diversification through entry into new markets, renewal of the concession in Macau and greater clarity on succession planning can further help build a case for an upgrade (but are not prerequisites). A downgrade is unlikely in the near-term given the company's strong financial profile. However, negative rating pressure could be caused by leverage exceeding 5x on a gross basis and 4x on a net basis for an extended period, likely driven by pursuing multiple large-scale projects at once or deviating from to its articulated financial policies. Wynn Resorts Fitch may downgrade Wynn's IDR or revise the Outlook to Negative if Wynn increases its corporate dividends during the current development cycle absent a commensurate Macau recovery; Macau weakness becomes more severe or persistent relative to Fitch's expectation; or Wynn starts another major expansion project (e.g. Japan) where spending overlaps with the existing development pipeline. Gross leverage and net leverage sustaining above 5x and 4x, respectively, following the opening of Wynn Everett may also lead to negative rating pressure. There is low probability of positive rating pressure in the near-to-medium term absent a stronger than expected recovery in Macau. Longer-term, Fitch may consider a positive rating action when gross leverage starts to approach 4x and net leverage is below 4x. MGM Resorts International Fitch sees MGM's IDR migrating towards the 'BB' category as its consolidated leverage becomes more comparable to its global peers. Fitch thinks this would occur as gross leverage starts to migrate towards 5x on gross basis, which occurs around 2017 in our forecast. The upgrade would be predicated on Fitch's belief that MGM wants to maintain solid balance sheet strength, something that is consistent with the company's recent remarks. Despite being on Stable Outlook MGM China's and MGM Grand Paradise's IDRs maintain headroom for further upward rating pressure should conditions in Macau stabilize and MGM Cotai ramps up as expected. Fitch would consider revising the Outlook to Stable or Negative if Macau's operating declines accelerate or Las Vegas' operating trends reverse meaningfully. The Outlook can also be revised if MGM demonstrates increasing shareholder friendly behavior at the expense of its credit profile possibly vis-a-vis a REIT spin-off. FULL LIST OF RATING ACTIONS Fitch has affirmed these: Las Vegas Sands Corp. -- IDR at 'BBB-'; Outlook Stable. Las Vegas Sands LLC -- IDR at 'BBB-'; Outlook Stable; -- Senior secured credit facility at 'BBB'. Sands China Ltd. (Sands China) -- IDR at 'BBB-'; Outlook Stable. VML US Finance LLC (VML US) -- IDR at 'BBB-'; Outlook Stable; -- Senior secured credit facility at 'BBB'. Marina Bay Sands Pte. Ltd. (MBS) -- IDR at 'BBB-'; Outlook Stable; -- Senior secured credit facility at 'BBB. Wynn Resorts, Limited -- IDR at 'BB'; Outlook Stable. Wynn Las Vegas, LLC -- IDR at 'BB'; Outlook Stable; -- Senior secured first mortgage notes (FMNs) at 'BB+/RR2'; -- Senior unsecured notes at 'BB/RR4'. Wynn America, LLC -- IDR at 'BB'; Outlook Stable; -- Senior secured credit facility at 'BB+/RR2'. Wynn Resorts (Macau), SA -- IDR at 'BB'; Outlook Stable; -- Senior secured credit facility at 'BBB-/RR1'. Wynn Macau, Ltd -- IDR at 'BB'; Outlook Stable; -- Senior notes at 'BB/RR4'. Note that Recovery Ratings (RRs) were assigned to the debt issued by: Wynn Las Vegas, LLC, Wynn America, LLC, Wynn Resorts (Macau), SA, and Wynn Macau, Ltd. MGM Resorts International -- IDR at 'B+'; Outlook Positive; -- Senior secured credit facility at 'BB+/RR1'; -- Senior unsecured notes at 'BB/RR2'. MGM China Holdings, Ltd and MGM Grand Paradise S. A. (co-borrowers) -- IDRs at 'BB'; Outlook revised to Stable from Positive; -- Senior secured credit facility at 'BBB-/RR1'. [*] Klamser Announces Winners of 40 Under 40 Emerging Leaders Award ------------------------------------------------------------------- The M&A Advisor on May 27 announced the winners of the 40 Under 40 Emerging Leaders Awards on Monday, May 18. Robert Klamser, co-founder and president of claims & noticing firm UpShot Services LLC, was named a winner in the Service Professional category. This marks the second consecutive year that UpShot Services' management team has been recognized with this award. The M&A Advisor, renowned globally for its recognition of leading M&A, financing and turnaround professionals, created this event to promote mentorship and professional development amongst the emerging business leaders. Mr. Klamser has been chosen for his accomplishments and expertise from a pool of international nominees by an independent judging panel of distinguished business leaders. "In 2010, we initiated the 40 UNDER 40 Awards to recognize the emerging leaders of the M&A, Financing and Turnaround industries," said David Fergusson, president of The M&A Advisor. "It is our belief that this group of accomplished women and men will have a significant effect on the advancement of our industry. And it is our great pleasure to recognize them and provide a forum for them to meet and engage with one another." Mr. Klamser co-founded UpShot Services LLC in 2012 with Travis Vandell, UpShot's CEO. Robert and the UpShot team have introduced new advances in technology to streamline the administrative aspects of corporate bankruptcy, and in the process have accomplished numerous industry firsts. Among other milestones, UpShot was the first claims and noticing agent to have received Bankruptcy Court approval on behalf of its clients for electronic claims filing and balloting procedures in active cases. Before co-founding UpShot, Robert was the director of corporate restructuring services and the former vice president of operations at Kurtzman Carson Consultants (KCC), a leading claims agent. "It's an honor to be recognized by M&A Advisor as an emerging leader. This recognition really speaks to UpShot Services' growth and development as an innovator in the restructuring industry," Mr. Klamser comments. "With more than 25 active engagements in less than three years, we continue to bring new technology and a higher level of service to the industry, including innovations such as electronic claims and balloting, real-time noticing information and live online chat support for creditors." On Monday, June 29, The M&A Advisor will host a black tie Awards Gala at the Roosevelt Hotel in Manhattan to introduce the 40 Under 40 Emerging Leaders Award Winners to the business community and celebrate their achievements. The Awards Gala is a feature of the 2015 Emerging Leaders Summit -- an exclusive event pairing current and past 40 Under 40 winners together with their peers and industry stalwarts. To view the complete list of this year 40 Under 40 Award Winners, http://maadvisor.net/4040/2015-40under40/2015_40U40_Back_End_Winners_List.pdf http://maadvisor.net/4040/2015-40under40/2015_40U40_Back_End_Winners_List.pdf http://maadvisor.net/4040/2015-40under40/2015_40U40_Back_End_Winners_List.pdf About The M&A Advisor Since 1998, The M&A Advisor -- http://www.maadvisor.com-- has been presenting, recognizing the achievement of and facilitating connections between the world's leading mergers and acquisitions, financing and turnaround professionals with a comprehensive range of services including M&A SUMMITS; M&A AWARDS; M&A CONNECTS(TM); M&A ALERTS(TM), M&A LINKS(TM), M&A DEALS, MandA.TV and M&A MARKET INTEL(TM). About Upshot Services LLC Headquartered in Denver, Colo., UpShot Services LLC -- http://www.upshotservices.com-- is a claims & noticing firm founded by industry veterans who pioneered a new standard of efficiency to serve the administrative needs of companies in corporate bankruptcy. UpShot helps debtors and their professionals navigate the intricacies of claims, noticing, balloting and other Chapter 11 milestones without the burden of high administrative costs. Its easy-to-use, scalable technology and industry expertise enable corporate debtors and their professionals to do more with less, with 24/7 support from experienced experts at every stage of corporate restructuring. [*] Stafford Receives Chambers USA National Level Ranking --------------------------------------------------------- McGlinchey Stafford PLLC on May 28 announced that the firm has received nationwide recognition in Chambers USA – America's Leading Lawyers for Business 2015. The firm received a national-level ranking in the area of Financial Services Regulation: Consumer Finance (Compliance & Litigation). McGlinchey Stafford's state-level rankings include Banking & Finance, Bankruptcy/Restructuring, Corporate/M&A, Gaming & Licensing, Litigation: General Commercial, and Real Estate in Louisiana, and Litigation: General Commercial in Mississippi. "We are delighted to once again receive nationwide and state-level rankings from Chambers USA, which we believe reflect our ongoing commitment to providing exceptional client service and top-tier legal representation," said Rudy Aguilar, Managing Member of McGlinchey Stafford. "It's an honor to receive recognition from our valued clients and to be listed among our esteemed colleagues in the legal profession," he added. In addition to practice area rankings, 18 McGlinchey Stafford attorneys are ranked in the 2015 edition of Chambers USA. Members Bennet Koren and Marc Lifset received nationwide rankings in the area of Financial Services Regulation: Consumer Finance (Compliance & Litigation). Member Colvin "Woody" Norwood is ranked nationwide for Products Liability & Mass Torts and for Product Liability: Automobile. The full list of McGlinchey Stafford attorneys listed in the 2015 edition of Chambers USA follows: -- Ricardo "Richard" A. Aguila , Bankruptcy/Restructuring (Louisiana) and Litigation: General Commercial (Louisiana) -- Rodolfo J. Aguilar Jr., Corporate/M&A (Louisiana) Samuel A. Bacot , Real Estate (Louisiana) -- J. Patrick Beauchamp, Banking & Finance: Public Finance (Louisiana) -- Stephen P. Beiser, Labor & Employment (Louisiana) -- Laura Hobson Brown, Banking & Finance (Louisiana) -- Amanda J. Butler, Banking & Finance (Louisiana) -- Rudy J. Cerone, Bankruptcy/Restructuring (Louisiana) -- Katherine Conklin, Labor & Employment: Employee Benefits & Compensation (Louisiana) -- G. Dewey Hembree III, Litigation: General Commercial (Mississippi) -- Bennet S. Koren, Financial Services Regulation: Consumer Finance (Compliance) (Nationwide) -- Marc J. Lifset, Financial Services Regulation: Consumer Finance (Compliance) (Nationwide) -- Christine Lipsey, Litigation: General Commercial (Louisiana) -- Colvin "Woody" Norwood Jr., Product Liability & Mass Torts (Nationwide) and Product Liability: Automobile (Nationwide) -- Jean-Paul Perrault, Corporate/M&A (Louisiana) -- Michael H. Rubin, Banking & Finance (Louisiana) -- Stephen P. Strohschein, Bankruptcy/Restructuring (Louisiana) -- H. Hunter Twiford III, Litigation: General Commercial (Mississippi) Considered the industry leader in research-based directories for the legal profession, Chambers USA conducts in-depth, objective interviews of thousands of lawyers and their clients around the world to compile its directories. The publication's rankings are based on interviews with those active in the legal services marketplace, namely law firm clients and individual lawyers, as well as assessments of a law firm's recent work on behalf of its clients. Rankings are determined by evaluating qualities clients most value in lawyers and law firms, including technical legal ability, professional conduct, client service, commercial astuteness, diligence, and commitment, among others. About Mcglinchey Stafford McGlinchey Stafford -- http://www.mcglinchey.com-- is a full-service law firm providing innovative legal counsel to business clients nationwide. Guiding clients wherever business and law intersect, McGlinchey Stafford's 200 attorneys are based in 12 offices in California, Florida, Louisiana, Mississippi, New York, Ohio, Texas, and Washington, DC. [^] Large Companies With Insolvent Balance Sheet ------------------------------------------------ Total Share- Total Total Holders' Working Assets Equity Capital Company Ticker ($MM) ($MM) ($MM) ------- ------ ------ -------- ------- ABSOLUTE SOFTWRE OU1 GR 111.9 (5.5) (0.6) ABSOLUTE SOFTWRE ALSWF US 111.9 (5.5) (0.6) ABSOLUTE SOFTWRE ABT2EUR EU 111.9 (5.5) (0.6) ABSOLUTE SOFTWRE ABT CN 111.9 (5.5) (0.6) ACCRETIVE HEALTH ACHI US 510.0 (85.6) (17.7) ADVANCED EMISSIO ADES US 106.4 (46.1) (15.3) ADVANCED EMISSIO OXQ1 GR 106.4 (46.1) (15.3) ADVENT SOFTWARE AXQ GR 424.8 (50.1) (110.8) ADVENT SOFTWARE ADVS US 424.8 (50.1) (110.8) AEROJET ROCKETDY AJRD US 1,911.7 (126.4) 109.8 AEROJET ROCKETDY GCY TH 1,911.7 (126.4) 109.8 AEROJET ROCKETDY GCY GR 1,911.7 (126.4) 109.8 AIR CANADA ACEUR EU 11,581.0 (1,213.0) (95.0) AIR CANADA ADH2 TH 11,581.0 (1,213.0) (95.0) AIR CANADA ADH2 GR 11,581.0 (1,213.0) (95.0) AIR CANADA AC CN 11,581.0 (1,213.0) (95.0) AIR CANADA ACDVF US 11,581.0 (1,213.0) (95.0) AK STEEL HLDG AKS* MM 4,556.3 (392.9) 949.0 AK STEEL HLDG AK2 GR 4,556.3 (392.9) 949.0 AK STEEL HLDG AK2 TH 4,556.3 (392.9) 949.0 AK STEEL HLDG AKS US 4,556.3 (392.9) 949.0 ALLIANCE HEALTHC AIQ US 551.6 (88.9) 46.7 AMC NETWORKS-A AMCX US 4,049.4 (89.4) 597.5 AMC NETWORKS-A 9AC GR 4,049.4 (89.4) 597.5 AMC NETWORKS-A AMCX* MM 4,049.4 (89.4) 597.5 AMER RESTAUR-LP ICTPU US 33.5 (4.0) (6.2) AMYLIN PHARMACEU AMLN US 1,998.7 (42.4) 263.0 ANGIE'S LIST INC 8AL TH 178.8 (15.6) (13.1) ANGIE'S LIST INC 8AL GR 178.8 (15.6) (13.1) ANGIE'S LIST INC ANGI US 178.8 (15.6) (13.1) ANTHERA PHARMACE 6TA1 TH 3.5 (2.3) (2.7) ANTHERA PHARMACE 6TA1 GR 3.5 (2.3) (2.7) ANTHERA PHARMACE ANTHEUR EU 3.5 (2.3) (2.7) ANTHERA PHARMACE ANTH US 3.5 (2.3) (2.7) ASPEN TECHNOLOGY AST GR 317.1 (26.8) (17.4) ASPEN TECHNOLOGY AZPN US 317.1 (26.8) (17.4) AUTOZONE INC AZO US 7,950.0 (1,468.7) (709.5) AUTOZONE INC AZ5 TH 7,950.0 (1,468.7) (709.5) AUTOZONE INC AZOEUR EU 7,950.0 (1,468.7) (709.5) AUTOZONE INC AZ5 GR 7,950.0 (1,468.7) (709.5) AVID TECHNOLOGY AVID US 182.0 (344.7) (165.7) AVID TECHNOLOGY AVD GR 182.0 (344.7) (165.7) BARRACUDA NETWOR CUDA US 389.3 (39.1) 29.1 BARRACUDA NETWOR 7BM GR 389.3 (39.1) 29.1 BERRY PLASTICS G BP0 GR 5,214.0 (73.0) 758.0 BERRY PLASTICS G BERY US 5,214.0 (73.0) 758.0 BRINKER INTL BKJ GR 1,437.3 (32.1) (216.6) BRINKER INTL EAT US 1,437.3 (32.1) (216.6) BRP INC/CA-SUB V B15A GR 2,347.9 (26.9) 291.8 BRP INC/CA-SUB V DOO CN 2,347.9 (26.9) 291.8 BRP INC/CA-SUB V BRPIF US 2,347.9 (26.9) 291.8 BURLINGTON STORE BUI GR 2,624.6 (66.0) 54.4 BURLINGTON STORE BURL US 2,624.6 (66.0) 54.4 BURLINGTON STORE BURL* MM 2,624.6 (66.0) 54.4 CABLEVISION SY-A CVY GR 6,701.2 (5,022.6) 50.8 CABLEVISION SY-A CVY TH 6,701.2 (5,022.6) 50.8 CABLEVISION SY-A CVCEUR EU 6,701.2 (5,022.6) 50.8 CABLEVISION SY-A CVC US 6,701.2 (5,022.6) 50.8 CABLEVISION-W/I 8441293Q US 6,701.2 (5,022.6) 50.8 CABLEVISION-W/I CVC-W US 6,701.2 (5,022.6) 50.8 CADIZ INC CDZI US 68.2 (39.7) 14.9 CAMBIUM LEARNING ABCD US 154.9 (77.3) (19.9) CARBYLAN THERAPE CBYL US 10.9 (0.1) 1.9 CASELLA WASTE CWST US 649.9 (8.5) (18.9) CASELLA WASTE WA3 GR 649.9 (8.5) (18.9) CEDAR FAIR LP FUN US 2,005.9 (21.2) (74.4) CEDAR FAIR LP 7CF GR 2,005.9 (21.2) (74.4) CENTENNIAL COMM CYCL US 1,480.9 (925.9) (52.1) CHOICE HOTELS CZH GR 661.1 (413.5) 175.4 CHOICE HOTELS CHH US 661.1 (413.5) 175.4 CIENA CORP CIE1 GR 2,056.2 (88.6) 902.8 CIENA CORP CIEN US 2,056.2 (88.6) 902.8 CIENA CORP CIE1 TH 2,056.2 (88.6) 902.8 CIENA CORP CIEN TE 2,056.2 (88.6) 902.8 CINCINNATI BELL CIB GR 1,733.0 (599.6) 46.3 CINCINNATI BELL CBB US 1,733.0 (599.6) 46.3 CLEAR CHANNEL-A C7C GR 6,179.8 (255.3) 410.7 CLEAR CHANNEL-A CCO US 6,179.8 (255.3) 410.7 CLIFFS NATURAL R CLF* MM 2,702.6 (1,782.1) 677.9 CLIFFS NATURAL R CVA GR 2,702.6 (1,782.1) 677.9 CLIFFS NATURAL R CVA TH 2,702.6 (1,782.1) 677.9 CLIFFS NATURAL R CLF2EUR EU 2,702.6 (1,782.1) 677.9 CLIFFS NATURAL R CLF US 2,702.6 (1,782.1) 677.9 COLLEGIUM PHARMA COLL US 5.1 (12.2) (5.9) CONNECTURE INC 2U7 GR 96.0 (33.2) (24.9) CONNECTURE INC CNXR US 96.0 (33.2) (24.9) CORINDUS VASCULA CVRS US 0.0 (0.0) (0.0) CORIUM INTERNATI 6CU GR 62.7 (0.4) 35.9 CORIUM INTERNATI CORI US 62.7 (0.4) 35.9 CYAN INC CYNI US 112.1 (18.4) 56.9 CYAN INC YCN GR 112.1 (18.4) 56.9 DELEK LOGISTICS D6L GR 332.6 (20.6) 11.8 DELEK LOGISTICS DKL US 332.6 (20.6) 11.8 DIEGO PELLICER W DPWW US 0.0 (0.1) (0.1) DIRECTV DTV CI 24,301.0 (4,280.0) 482.0 DIRECTV DTV US 24,301.0 (4,280.0) 482.0 DIRECTV DTVEUR EU 24,301.0 (4,280.0) 482.0 DIRECTV DIG1 GR 24,301.0 (4,280.0) 482.0 DOMINO'S PIZZA EZV GR 637.0 (1,213.6) 170.7 DOMINO'S PIZZA EZV TH 637.0 (1,213.6) 170.7 DOMINO'S PIZZA DPZ US 637.0 (1,213.6) 170.7 DUN & BRADSTREET DNB1EUR EU 2,027.7 (1,201.3) (276.7) DUN & BRADSTREET DB5 GR 2,027.7 (1,201.3) (276.7) DUN & BRADSTREET DNB US 2,027.7 (1,201.3) (276.7) DUN & BRADSTREET DB5 TH 2,027.7 (1,201.3) (276.7) DUNKIN' BRANDS G 2DB TH 3,360.1 (84.9) 278.7 DUNKIN' BRANDS G 2DB GR 3,360.1 (84.9) 278.7 DUNKIN' BRANDS G DNKN US 3,360.1 (84.9) 278.7 DURATA THERAPEUT DRTXEUR EU 82.1 (16.1) 11.7 DURATA THERAPEUT DTA GR 82.1 (16.1) 11.7 DURATA THERAPEUT DRTX US 82.1 (16.1) 11.7 EDGEN GROUP INC EDG US 883.8 (0.8) 409.2 ENTELLUS MEDICAL ENTL US 14.0 (8.0) 4.8 ENTELLUS MEDICAL 29E GR 14.0 (8.0) 4.8 EOS PETRO INC EOPT US 1.2 (28.0) (29.1) EXELIXIS INC EXEL US 282.9 (146.8) 66.4 EXELIXIS INC EX9 TH 282.9 (146.8) 66.4 FAIRWAY GROUP HO FGWA GR 359.1 (22.6) 17.6 FAIRWAY GROUP HO FWM US 359.1 (22.6) 17.6 FENIX PARTS INC 9FP GR 0.8 (1.1) (1.1) FENIX PARTS INC FENX US 0.8 (1.1) (1.1) FERRELLGAS-LP FGP US 1,747.0 (128.0) (6.4) FERRELLGAS-LP FEG GR 1,747.0 (128.0) (6.4) FREESCALE SEMICO 1FS GR 3,096.0 (3,454.0) 1,174.0 FREESCALE SEMICO FSLEUR EU 3,096.0 (3,454.0) 1,174.0 FREESCALE SEMICO 1FS TH 3,096.0 (3,454.0) 1,174.0 FREESCALE SEMICO FSL US 3,096.0 (3,454.0) 1,174.0 GAMING AND LEISU 2GL GR 2,552.5 (125.5) 1.1 GAMING AND LEISU GLPI US 2,552.5 (125.5) 1.1 GARDA WRLD -CL A GW CN 1,482.9 (332.3) 47.7 GARTNER INC GGRA GR 1,789.4 (139.5) (420.1) GARTNER INC IT US 1,789.4 (139.5) (420.1) GENESIS HEALTHCA GEN US 6,031.4 (205.5) 209.3 GENESIS HEALTHCA SH11 GR 6,031.4 (205.5) 209.3 GENTIVA HEALTH GTIV US 1,225.2 (285.2) 130.0 GENTIVA HEALTH GHT GR 1,225.2 (285.2) 130.0 GLG PARTNERS INC GLG US 400.0 (285.6) 156.9 GLG PARTNERS-UTS GLG/U US 400.0 (285.6) 156.9 GOLD RESERVE INC GRZ CN 17.9 (24.6) (35.0) GOLD RESERVE INC GDRZF US 17.9 (24.6) (35.0) GOLD RESERVE INC GOD GR 17.9 (24.6) (35.0) GRAHAM PACKAGING GRM US 2,947.5 (520.8) 298.5 GYMBOREE CORP/TH GYMB US 1,187.9 (332.3) 43.0 HCA HOLDINGS INC 2BH TH 31,288.0 (6,222.0) 1,958.0 HCA HOLDINGS INC 2BH GR 31,288.0 (6,222.0) 1,958.0 HCA HOLDINGS INC HCA US 31,288.0 (6,222.0) 1,958.0 HD SUPPLY HOLDIN HDS US 6,060.0 (760.0) 1,163.0 HD SUPPLY HOLDIN 5HD GR 6,060.0 (760.0) 1,163.0 HERBALIFE LTD HOO GR 2,388.9 (301.2) 259.3 HERBALIFE LTD HLFEUR EU 2,388.9 (301.2) 259.3 HERBALIFE LTD HLF US 2,388.9 (301.2) 259.3 HOVNANIAN ENT-A HOV US 2,461.4 (130.0) 1,608.3 HOVNANIAN ENT-B HOVVB US 2,461.4 (130.0) 1,608.3 HOVNANIAN-A-WI HOV-W US 2,461.4 (130.0) 1,608.3 HUGHES TELEMATIC HUTCU US 110.2 (101.6) (113.8) IHEARTMEDIA INC IHRT US 13,581.9 (10,153.7) 683.9 INCYTE CORP INCY US 862.6 (41.4) 466.6 INCYTE CORP ICY TH 862.6 (41.4) 466.6 INCYTE CORP INCYEUR EU 862.6 (41.4) 466.6 INCYTE CORP ICY GR 862.6 (41.4) 466.6 INFOR US INC LWSN US 6,778.1 (460.0) (305.9) INVENTIV HEALTH VTIV US 2,154.4 (613.8) 84.5 IPCS INC IPCS US 559.2 (33.0) 72.1 ISTA PHARMACEUTI ISTA US 124.7 (64.8) 2.2 JUST ENERGY GROU JE US 1,205.7 (539.0) (119.7) JUST ENERGY GROU JE CN 1,205.7 (539.0) (119.7) JUST ENERGY GROU 1JE GR 1,205.7 (539.0) (119.7) KEMPHARM INC KMPH US 13.7 (24.3) 6.3 LEAP WIRELESS LWI GR 4,662.9 (125.1) 346.9 LEAP WIRELESS LWI TH 4,662.9 (125.1) 346.9 LEAP WIRELESS LEAP US 4,662.9 (125.1) 346.9 LEE ENTERPRISES LEE US 779.6 (165.1) (20.2) LENNOX INTL INC LXI GR 1,879.5 (16.2) 369.8 LENNOX INTL INC LII US 1,879.5 (16.2) 369.8 LORILLARD INC LLV TH 4,154.0 (2,134.0) 1,135.0 LORILLARD INC LO US 4,154.0 (2,134.0) 1,135.0 LORILLARD INC LLV GR 4,154.0 (2,134.0) 1,135.0 MAJESCOR RESOURC MJXEUR EU 0.1 (2.9) (2.9) MANNKIND CORP NNF1 GR 360.0 (97.0) (222.5) MANNKIND CORP MNKD US 360.0 (97.0) (222.5) MANNKIND CORP NNF1 TH 360.0 (97.0) (222.5) MANNKIND CORP MNKDEUR EU 360.0 (97.0) (222.5) MARRIOTT INTL-A MAQ TH 6,803.0 (2,537.0) (1,202.0) MARRIOTT INTL-A MAQ GR 6,803.0 (2,537.0) (1,202.0) MARRIOTT INTL-A MAR US 6,803.0 (2,537.0) (1,202.0) MDC COMM-W/I MDZ/W CN 1,640.1 (196.6) (284.0) MDC PARTNERS-A MD7A GR 1,640.1 (196.6) (284.0) MDC PARTNERS-A MDZ/A CN 1,640.1 (196.6) (284.0) MDC PARTNERS-A MDCA US 1,640.1 (196.6) (284.0) MDC PARTNERS-EXC MDZ/N CN 1,640.1 (196.6) (284.0) MERITOR INC MTOR US 2,317.0 (570.0) 268.0 MERITOR INC AID1 GR 2,317.0 (570.0) 268.0 MERRIMACK PHARMA MACK US 127.0 (128.8) (4.4) MERRIMACK PHARMA MP6 GR 127.0 (128.8) (4.4) MICHAELS COS INC MIK US 2,005.0 (2,111.0) 572.0 MICHAELS COS INC MIM GR 2,005.0 (2,111.0) 572.0 MONEYGRAM INTERN MGI US 4,578.9 (261.8) (45.4) MOODY'S CORP DUT TH 4,976.0 (146.2) 1,901.1 MOODY'S CORP MCO US 4,976.0 (146.2) 1,901.1 MOODY'S CORP DUT GR 4,976.0 (146.2) 1,901.1 MOODY'S CORP DUT QT 4,976.0 (146.2) 1,901.1 MOODY'S CORP MCOEUR EU 4,976.0 (146.2) 1,901.1 MORGANS HOTEL GR M1U GR 532.4 (246.2) 31.0 MORGANS HOTEL GR MHGC US 532.4 (246.2) 31.0 MOXIAN CHINA INC MOXC US 9.5 (6.4) (13.7) MPG OFFICE TRUST 1052394D US 1,280.0 (437.3) - NATIONAL CINEMED XWM GR 985.6 (219.8) 63.5 NATIONAL CINEMED NCMI US 985.6 (219.8) 63.5 NAVISTAR INTL NAV US 6,785.0 (4,688.0) 844.0 NAVISTAR INTL IHR TH 6,785.0 (4,688.0) 844.0 NAVISTAR INTL IHR GR 6,785.0 (4,688.0) 844.0 NEFF CORP-CL A NEFF US 634.4 (202.7) (12.8) NEW ENG RLTY-LP NEN US 175.7 (29.1) - NORTHWEST BIO NWBO US 49.4 (70.7) (86.3) NORTHWEST BIO NBYA GR 49.4 (70.7) (86.3) NTELOS HOLDINGS NTLS US 708.5 (16.6) 203.7 OCATA THERAPEUTI OCAT US 4.9 (2.1) (0.3) OCATA THERAPEUTI T2N1 GR 4.9 (2.1) (0.3) OMTHERA PHARMACE OMTH US 18.3 (8.5) (12.0) PALM INC PALM US 1,007.2 (6.2) 141.7 PBF LOGISTICS LP PBFX US 402.3 (112.0) 30.1 PBF LOGISTICS LP 11P GR 402.3 (112.0) 30.1 PHILIP MORRIS IN 4I1 GR 33,255.0 (12,246.0) (705.0) PHILIP MORRIS IN PM FP 33,255.0 (12,246.0) (705.0) PHILIP MORRIS IN 4I1 TH 33,255.0 (12,246.0) (705.0) PHILIP MORRIS IN PM US 33,255.0 (12,246.0) (705.0) PHILIP MORRIS IN PM1CHF EU 33,255.0 (12,246.0) (705.0) PHILIP MORRIS IN PM1 TE 33,255.0 (12,246.0) (705.0) PHILIP MORRIS IN PMI SW 33,255.0 (12,246.0) (705.0) PHILIP MORRIS IN 4I1 QT 33,255.0 (12,246.0) (705.0) PHILIP MORRIS IN PM1EUR EU 33,255.0 (12,246.0) (705.0) PLAYBOY ENTERP-A PLA/A US 165.8 (54.4) (16.9) PLAYBOY ENTERP-B PLA US 165.8 (54.4) (16.9) PLY GEM HOLDINGS PGEM US 1,231.9 (150.1) 241.4 PLY GEM HOLDINGS PG6 GR 1,231.9 (150.1) 241.4 POLYMER GROUP IN POLGA US 1,901.8 (12.6) 315.2 POLYMER GROUP-B POLGB US 1,901.8 (12.6) 315.2 PROTALEX INC PRTX US 0.6 (11.5) 0.0 PROTECTION ONE PONE US 562.9 (61.8) (7.6) PUREBASE CORP PUBC US 0.3 (1.0) (0.3) QUALITY DISTRIBU QLTY US 417.9 (26.9) 110.6 QUALITY DISTRIBU QDZ GR 417.9 (26.9) 110.6 QUINTILES TRANSN QTS GR 3,236.7 (612.3) 778.1 QUINTILES TRANSN Q US 3,236.7 (612.3) 778.1 RAYONIER ADV RYAM US 1,281.8 (52.6) 179.2 RAYONIER ADV RYQ GR 1,281.8 (52.6) 179.2 RE/MAX HOLDINGS RMAX US 362.5 (0.2) 41.0 RE/MAX HOLDINGS 2RM GR 362.5 (0.2) 41.0 REGAL ENTERTAI-A RGC* MM 2,484.4 (911.5) (118.6) REGAL ENTERTAI-A RGC US 2,484.4 (911.5) (118.6) REGAL ENTERTAI-A RETA GR 2,484.4 (911.5) (118.6) RENAISSANCE LEA RLRN US 57.0 (28.2) (31.4) RENTPATH INC PRM US 208.0 (91.7) 3.6 REVLON INC-A REV US 1,873.7 (658.9) 315.1 REVLON INC-A RVL1 GR 1,873.7 (658.9) 315.1 ROUNDY'S INC 4R1 GR 1,112.5 (87.0) 80.0 ROUNDY'S INC RNDY US 1,112.5 (87.0) 80.0 RURAL/METRO CORP RURL US 303.7 (92.1) 72.4 RYERSON HOLDING 7RY GR 1,903.2 (135.0) 706.3 RYERSON HOLDING RYI US 1,903.2 (135.0) 706.3 RYERSON HOLDING 7RY TH 1,903.2 (135.0) 706.3 SALLY BEAUTY HOL S7V GR 2,134.9 (261.0) 766.9 SALLY BEAUTY HOL SBH US 2,134.9 (261.0) 766.9 SBA COMM CORP-A SBJ TH 7,527.3 (1,036.8) 38.5 SBA COMM CORP-A SBAC US 7,527.3 (1,036.8) 38.5 SBA COMM CORP-A SBJ GR 7,527.3 (1,036.8) 38.5 SBA COMM CORP-A SBACEUR EU 7,527.3 (1,036.8) 38.5 SCIENTIFIC GAM-A TJW GR 9,703.4 (189.4) 686.9 SCIENTIFIC GAM-A SGMS US 9,703.4 (189.4) 686.9 SEARS HOLDINGS SHLD US 13,209.0 (945.0) (213.0) SEARS HOLDINGS SEE TH 13,209.0 (945.0) (213.0) SEARS HOLDINGS SEE GR 13,209.0 (945.0) (213.0) SEQUENOM INC QNMA QT 145.5 (15.1) 84.4 SEQUENOM INC SQNM US 145.5 (15.1) 84.4 SEQUENOM INC QNMA TH 145.5 (15.1) 84.4 SEQUENOM INC SQNMEUR EU 145.5 (15.1) 84.4 SEQUENOM INC QNMA GR 145.5 (15.1) 84.4 SILVER SPRING NE 9SI GR 528.2 (94.3) (10.2) SILVER SPRING NE SSNI US 528.2 (94.3) (10.2) SILVER SPRING NE 9SI TH 528.2 (94.3) (10.2) SIRIUS XM CANADA SIICF US 298.2 (128.5) (173.7) SIRIUS XM CANADA XSR CN 298.2 (128.5) (173.7) SONIC CORP SONCEUR EU 625.8 (0.3) 13.7 SONIC CORP SONC US 625.8 (0.3) 13.7 SONIC CORP SO4 GR 625.8 (0.3) 13.7 SUPERVALU INC SJ1 GR 4,485.0 (636.0) 167.0 SUPERVALU INC SJ1 TH 4,485.0 (636.0) 167.0 SUPERVALU INC SVU US 4,485.0 (636.0) 167.0 SYNERGY PHARMACE SGYPEUR EU 194.8 (24.7) 163.1 SYNERGY PHARMACE S90 GR 194.8 (24.7) 163.1 SYNERGY PHARMACE SGYP US 194.8 (24.7) 163.1 THERAVANCE HVE GR 488.7 (260.1) 251.4 THERAVANCE THRX US 488.7 (260.1) 251.4 THRESHOLD PHARMA THLD US 88.0 (19.9) 53.1 THRESHOLD PHARMA NZW1 GR 88.0 (19.9) 53.1 TRANSDIGM GROUP T7D GR 7,226.2 (1,326.2) 853.8 TRANSDIGM GROUP TDG US 7,226.2 (1,326.2) 853.8 TRINET GROUP INC TN3 GR 1,620.2 (15.1) 15.2 TRINET GROUP INC TNET US 1,620.2 (15.1) 15.2 TRINET GROUP INC TN3 TH 1,620.2 (15.1) 15.2 TRINET GROUP INC TNETEUR EU 1,620.2 (15.1) 15.2 TRYCERA FINANCIA TRYF US 0.0 (3.3) (3.2) UNISYS CORP USY1 TH 2,131.5 (1,421.3) 242.8 UNISYS CORP UISEUR EU 2,131.5 (1,421.3) 242.8 UNISYS CORP UIS US 2,131.5 (1,421.3) 242.8 UNISYS CORP UIS1 SW 2,131.5 (1,421.3) 242.8 UNISYS CORP USY1 GR 2,131.5 (1,421.3) 242.8 UNISYS CORP UISCHF EU 2,131.5 (1,421.3) 242.8 VENOCO INC VQ US 596.0 (31.1) 52.2 VERISIGN INC VRS TH 2,607.7 (947.9) 17.8 VERISIGN INC VRS GR 2,607.7 (947.9) 17.8 VERISIGN INC VRSN US 2,607.7 (947.9) 17.8 VERIZON TELEMATI HUTC US 110.2 (101.6) (113.8) VERSEON CORP VSN LN - - - VIRGIN MOBILE-A VM US 307.4 (244.2) (138.3) WEIGHT WATCHERS WW6 TH 1,446.4 (1,385.2) (260.9) WEIGHT WATCHERS WW6 GR 1,446.4 (1,385.2) (260.9) WEIGHT WATCHERS WTWEUR EU 1,446.4 (1,385.2) (260.9) WEIGHT WATCHERS WTW US 1,446.4 (1,385.2) (260.9) WEST CORP WSTC US 3,546.2 (647.7) 247.3 WEST CORP WT2 GR 3,546.2 (647.7) 247.3 WESTERN REFINING WR2 GR 434.0 (27.4) 71.5 WESTERN REFINING WNRL US 434.0 (27.4) 71.5 WESTMORELAND COA WME GR 1,829.7 (388.7) 59.0 WESTMORELAND COA WLB US 1,829.7 (388.7) 59.0 WYNN RESORTS LTD WYNN US 9,151.7 (147.2) 1,135.3 WYNN RESORTS LTD WYNN* MM 9,151.7 (147.2) 1,135.3 WYNN RESORTS LTD WYNN SW 9,151.7 (147.2) 1,135.3 WYNN RESORTS LTD WYR GR 9,151.7 (147.2) 1,135.3 WYNN RESORTS LTD WYR QT 9,151.7 (147.2) 1,135.3 WYNN RESORTS LTD WYR TH 9,151.7 (147.2) 1,135.3 WYNN RESORTS LTD WYNNCHF EU 9,151.7 (147.2) 1,135.3 XERIUM TECHNOLOG TXRN GR 561.0 (102.9) 81.5 XERIUM TECHNOLOG XRM US 561.0 (102.9) 81.5 XOMA CORP XOMA TH 78.1 (13.4) 46.2 XOMA CORP XOMA US 78.1 (13.4) 46.2 XOMA CORP XOMA GR 78.1 (13.4) 46.2 YRC WORLDWIDE IN YEL1 TH 1,966.2 (479.7) 148.7 YRC WORLDWIDE IN YEL1 GR 1,966.2 (479.7) 148.7 YRC WORLDWIDE IN YRCW US 1,966.2 (479.7) 148.7 ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2015. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000 or Nina Novak at 202-362-8552. *** End of Transmission ***