/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/150605.mbx T R O U B L E D C O M P A N Y R E P O R T E R Friday, June 5, 2015, Vol. 19, No. 156 Headlines AEREO, INC: Files Plan Supplement Ahead of June 8 Hearing AEROGROW INTERNATIONAL: Files Conflict Minerals Report AMERICAN APPAREL: Obtains TRO Versus Former CEO AP-LONG BEACH: Hearing on Full-Payment Plan Moved to June 25 ARCH COAL: Bank Debt Trades at 30% Off ARRAY BIOPHARMA: Sells CMC Business to Accuratus ATOSSA GENETICS: Reports $3.34-Mil. Net Loss in Q1 Ending March 31 B&K COASTAL: Bid to Transfer Hanover Suit to Bankr. Court Denied BINDER & BINDER: Seeks Nov. 12 Extension of Action Removal Deadline C.W. MINING: Trustee Entitled to UEI Receivable, Dist. Ct. Says CABLE ONE: Moody's Assigns First Time 'Ba3' Corporate Family Rating CAESARS ENTERTAINMENT: 2017 Bank Debt Trades at 7% Off CAESARS ENTERTAINMENT: Parent to Go Bankrupt If Creditors Win Suit COLOR STAR: US Trustee Wants Quarterly Fees Paid CONSOLIDATED COMMUNICATIONS: S&P Retains 'B-' Unsec. Notes Rating CORPORATE EXECUTIVE: S&P Affirms 'BB' CCR on Debt Refinancing DENREON CORP: Court Confirms Ch. 11 Plan of Liquidation DIA-DEN LTD: Meeting of Creditors Scheduled for June 8 EL PASO CHILDREN'S: Needs Bankruptcy Trustee, Andy Krafsur Says ELEPHANT TALK: Presented at LD Micro Invitational Conference ELMIRA, NY: Moody's Cuts GO Rating on $11.2MM Debt to 'Ba1' ENERGY & EXPLORATION: Debt Trades at 14% Off FAMILY CHRISTIAN: 'Challenge' Period Extended to June 11 FORTESCUE METALS: Bank Debt Trades at 9% Off FRAC SPECIALISTS: Has Authority to Pay Employee Wages and Benefits FRAC TECH: Bank Debt Trades at 17% Off GETTY IMAGES: Bank Debt Trades at 18% Off GLOBAL PARTNERS: Moody's Rates New $300MM Unsecured Notes 'B2' GLOBALSTAR INC: Stockholders Elect Two Directors GMG CAPITAL: Targets August Confirmation of Plan GOLDEN COUNTY: Seeks to Sell Assets to Monogram Appetizers for $22M GRACE CHURCH: Case Summary & 2 Largest Unsecured Creditors GT ADVANCED: Extends DIP Solicitation Period to June 10 GT ADVANCED: Seeks Sept. 30 Extension of Plan Filing Date GULF PACKAGING: Files Schedules of Assets and Liabilities GYMBOREE CORP: Debt Trades at 24% Off HARSCO CORP: Moody's Rates New $250MM Sr. Unsecured Notes 'Ba1' HOLOGIC INC: Moody's Rates New $2.5-Bil. Bank Debt 'Ba1' HORIZON LINES: Caspian No Longer a Shareholder as of May 29 IMPLANT SCIENCES: Files 2014 Conflict Minerals Report IMRIS INC: Asks Court to Enforce Automatic Stay IMRIS INC: Court Issues Joint Administration Order IMRIS INC: Has Authority to Hire KCC as Claims & Noticing Agent IMRIS INC: Wants to Be Recognized as Foreign Representative ISTAR FINANCIAL: Stockholders Elect Six Directors J. CREW: Debt Trades at 9% Off JASON INDUSTRIES: Dronco Deal No Impact on Moody's Ratings JUHL ENERGY: Incurs $545K Net Loss in First Quarter KID BRANDS: Exclusive Period to File Plan Extended Until July 13 KMC REAL ESTATE: Plan Confirmation Orders Affirmed LIFE TIME FITNESS: S&P Keeps BB- Rating on Upsized $1.5BB Sec. Debt LSI RETAIL II: Files Full-Payment Plan; Dick Trust Objects LSI RETAIL II: Wins Approval to Sell Assets for $15.6MM METROPOLITAN HEALTH: S&P Cuts Rating on $127.8MM Bonds to 'BB' MGM RESORTS: Stockholders Elect 11 Directors MIDSTATES PETROLEUM: Issues $20 Million Third Lien Notes MOLYCORP INC: Moody's Lowers CFR to 'Ca', Outlook Negative MOLYCORP INC: Prepares to File for Bankruptcy Protection MOUNTAIN GLACIER: Case Summary & 17 Largest Unsecured Creditors MUSKEGON REDEVELOPMENT: Regains Apartment Building; In Chapter 11 NEPHROS INC: Receives Notice of Allowance for U.S. Patent NEW HORIZONS HEALTH: Files for Ch 11 Bankruptcy; To Sell Assets NIRVANA INC: Case Summary & 20 Largest Unsecured Creditors NIRVANA INC: Files Chapter 11 to Sell Spring Water Business NIRVANA INC: Seeks to Use Lenders' Cash Collateral NORAM RESOURCES: Court Rules on Bids for Summary Judgment NORCRAFT COS: S&P Withdraws 'B+' Corporate Credit Rating NORTHWEST BANCORP: Files Schedules of Assets and Liabilities PACIFIC DRILLING: Bank Debt Trades at 12% Off PAPERWORKS INDUSTRIES: S&P Keeps 'B-' Sec. Notes Rating Over Add-on PARHAM CONSTRUCTION: Case Summary & 20 Top Unsecured Creditors PATRIOT COAL: Files Intent to Sell Assets Under Chapter 11 Plan PATRIOT COAL: Restructuring Predicated on Failed Price Assumptions PATRIOT COAL: Taps Centerview Partners as Investment Banker PATRIOT COAL: Taps Kirkland & Ellis as Bankruptcy Counsel PEABODY ENERGY: Debt Trades at 11% Off PHOTOMEDEX INC: To Issue Add'l 3.2 Million Shares Under Plans PLAYPOWER INC: Moody's Assigns 'B3' CFR, Outlook Stable PRIMERA ENERGY: Voluntary Chapter 11 Case Summary PRINCIPAL SOLAR: Has $1.22-Mil. Net Loss in First Quarter PROTOM INTERNATIONAL: Files Schedules of Assets and Liabilities RADIOSHACK CORP: Salus Seeks to Convert Ch. 11 Case to Ch. 7 RADIOSHACK CORP: Sweetgreen Wins Bidding for Boston Store Lease RECOVERY CENTERS: Seeks to Sell 12th Ave. Property for $4.1-Mil. RED PRAIRIE: 2018 Debt Trades at 3% Off REICHHOLD HOLDINGS: Needs Until Sept. 28 to File Liquidating Plan RESIDENTIAL CAPITAL: Objection to Panaszewicz Claim Sustained RIVER CITY RENAISSANCE: Court Approves Settlement with CWCapital RIVER CITY RENAISSANCE: Stay Imposed Pending Dismissal Bid Hearing ROADMARK: Seeks Aug. 27 Extension to File Proposed Plan ROCKWELL MEDICAL: To Issue 2 Million Shares Under Incentive Plan ROCKWELL MEDICAL: To Offer $200 Million Common Shares ROUNDY’S SUPERMARKET: Bank Debt Trades at 3% Off SAAD INVESTMENTS: Seeks U.S. Recognition of Cayman Proceedings SEADRILL LTD: Bank Debt Trades at 18% Off SEVENTY SEVEN ENERGY: Moody's Lowers CFR to 'B2', Outlook Negative SPECTRUM BRANDS: S&P Assigns 'BB' Rating on Secured Bank Facility SPENDSMART NETWORKS: 2015 Annual Meeting Set for August 11 SPINE PAIN: Reports $346K Net Loss in First Quarter STATE FISH: Bankruptcy Court Sets Claims Bar Dates STOCKTON PUBLIC: S&P Raises Rating on 2006A Revenue Bonds to 'BB' STRICKLAND AND DAVIS: 11th Cir. Affirms Dismissal of Appeals SUNGUARD AVAILABILTY: Debt Trades at 6% Off SUPER BUY FURNITURE: Seeks Issuance of Final Decree TALLGRASS DEVELOPMENT: S&P Affirms Then Withdraws 'BB-' CCR TENET HEALTHCARE: S&P Retains 'B' CCR After Term Note Add-On TENET HEALTHCARE: To Sell $500 Million Senior Secured Notes TRANSFIRST INC: Moody's Affirms 'B3' Corp. Family Rating TRAVELBRANDS INC: Ontario Court Names KPMG as Monitor US CENTRIFUGE: Case Summary & 20 Largest Unsecured Creditors VALLEJO, CA: S&P Hikes Rating on 1999 COPs From 'BB-' VANTAGE DRILLING: Bank Debt Trades at 17% Off VICTORY ENERGY: Hires MLV & Co. as Financial Advisor WASHINGTON MUTUAL: JPMorgan Wins Legal Battle WELLESLEY REALTY: Suit Against Massachusetts Town Dismissed WESTMORELAND COAL: Signs Contribution Agreement with WMLP WESTMORELAND RESOURCE: Inks Contribution Agreement with WCC WESTMORELAND RESOURCE: To Sell $86.2-Mil. Worth of Common Units WET SEAL: Has Until Aug. 13 to File Chapter 11 Plan XPO LOGISTICS: Moody's Rates New $2BB Unsecured Notes 'B1' ZEP INC: Moody's Assigns 'B3' CFR & Rates Secured Loans 'B2' [*] Bankruptcy Filings in Massachusetts Decreases 16.46% in May 201 [*] GlassRatner to Launch New Worldwide Insolvency Group [*] New York's Rochester Bankruptcy Filings in Drops Over 18% in Ma [*] Toledo, Ohio Bankruptcy Filings Drop 13% in May 2015 [^] BOOK REVIEW: BOARD GAMES - Changing Shape of Corporate Power ********* AEREO, INC: Files Plan Supplement Ahead of June 8 Hearing --------------------------------------------------------- Aereo, Inc., filed supplements to its Amended Chapter 11 Plan dated April 24, 2015, ahead of the June 8 confirmation hearing. The plan supplements consist of the proposed order confirming the Plan and the Liquidating Trust Agreement. A copy of the plan supplement is available for free at: http://bankrupt.com/misc/Aereo_Inc_Plan_Supplement.pdf The Liquidating Plan As reported by the Troubled Company Reporter, Aereo, a defunct TV-streaming service provider, on April 24, 2015, filed amendments to its proposed Chapter 11 plan and disclosure statement to include the Debtor's settlement with TV broadcasters. Aereo was a startup that grabbed over-the-air TV signals and streamed them over the Internet to subscribers who paid $8 to $12 a month. Beginning in March 2012, shortly after the Debtor began operating in New York, several major television broadcasting networks, including ABC, CBS, NBC and other broadcasters, commenced actions to stop Aereo's services on grounds that such transmissions were public performances under the Copyright Act. In June, the Supreme Court ruled in favor of the broadcasters, forcing Aereo to go out of business. The Broadcasters filed proofs of claim against the Debtor totaling in aggregate over $99 million. Pursuant to a settlement with the Broadcasters, although the Broadcaster Claims are allowed in full in their filed amounts, the Debtor is required to pay to the Broadcasters the aggregate sum of $950,000 in full and final satisfaction of the Broadcasters' Claims, leaving all Estate funds remaining after satisfying secured and priority claims for the benefit of the other holders of General Unsecured Claims. The Amended Plan proposes to treat claims and interests as follows: -- Administrative claims, fee claims of professionals, priority tax claims and remaining secured claims will be paid in full. Estimated recovery: 100% -- Holders of unsecured claims in an amount of $1,000 or less (convenience claims) will be paid the full amount of their claims. Estimated recovery: 100% -- Holders of general unsecured claims each greater than $1,000 will split the $811,000 unsecured allocation. Estimated recovery: 10.7% -- Holders of equity interests are not expected to receive anything. Estimated recovery: 0% Only holders of general unsecured claims each greater than $1,000 are entitled to vote on the Plan. A copy of the Amended Disclosure Statement filed April 24, 2015, is available for free at: http://bankrupt.com/misc/Aereo_Plan_Am_DS.pdf About Aereo Inc. With headquarters in Boston, Massachusetts, Aereo, Inc., is a technology company that provided subscribers with the ability to watch live or "time-shifted" local over-the-air broadcast television on Internet-connected devices, such as personal computers, tablet devices, and "smartphones." Aero provided to each subscriber access, via the Internet, to individual remote or micro-antennas and a cloud-based DVR, which were maintained by the Debtor in facilities within the local market. Aereo, Inc., sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 14-13200) in Manhattan, New York, on Nov. 20, 2014. The Chapter 11 filing came five months after the U.S. Supreme Court ruled the Debtor, with respect to live or contemporaneous transmissions, was essentially performing as a traditional cable system under the Copyright Act, and thus was violating broadcasters' copyrights because it wasn't paying broadcasters any fees. The Debtor has tapped William R. Baldiga, Esq., at Brown Rudnick LLP, in New York, as counsel. The Debtors has also engaged Argus Management Corp. to provide the services of Lawton W. Bloom as CRO and Peter Sullivan and Scott Dicus as assistant restructuring officers. Prime Clerk LLC is the claims and notice agent. The Debtor disclosed $22.2 million in assets and $2.78 million in liabilities as of the Chapter 11 filing. The U.S. Trustee for Region 2 appointed three creditors to serve on the official committee of unsecured creditors. Stinson Leonard Street LLP serves as the Committee's counsel. AEROGROW INTERNATIONAL: Files Conflict Minerals Report ------------------------------------------------------ AeroGrow International, Inc. filed with the Securities and Exchange Commission its conflict minerals report for the year ended Dec. 31, 2014. The Company has determined that tantalum, tin, tungsten and gold, collectively "Conflict Minerals," are necessary to the functionality or production of its products. In 2014, AeroGrow contracted for the manufacture of products containing Conflict Minerals but did not directly manufacture products containing Conflict Minerals. "We undertook due diligence measures, including surveying our direct suppliers via an industry-standard survey template for conflict minerals, to try to determine the sources of these minerals, which we purchase through a complex supply chain. Currently, we do not have sufficient information from our suppliers or other sources to determine the country of origin of the conflict minerals used in our products or identify the facilities used to process those conflict minerals. Therefore, we cannot exclude the possibility that some of these conflict minerals may have originated in the Democratic Republic of the Congo or an adjoining country and are not from recycled or scrap sources," the Company said in the report. A copy of the Conflict Minerals Report is available at: http://is.gd/SlYLZf About AeroGrow Boulder, Colo.-based AeroGrow International, Inc., is a developer, marketer, direct-seller, and wholesaler of advanced indoor garden systems designed for consumer use and priced to appeal to the gardening, cooking, and healthy eating, and home and office decor markets. Aerogrow International reported a net loss attributable to common shareholders of $4.13 million for the year ended March 31, 2014, a net loss attributable to common shareholders of $8.25 million for the year ended March 31, 2013, and a net loss of $3.55 million for the year ended March 31, 2012. As of Dec. 31, 2014, the Company had $12.27 million in total assets, $10.98 million in total liabilities, all current and $1.28 million in shareholders' equity. AMERICAN APPAREL: Obtains TRO Versus Former CEO ----------------------------------------------- The Delaware Court of Chancery granted a motion of American Apparel, Inc. for a temporary restraining order against Dov Charney, the Company's former chief executive officer, according to a document filed with the Securities and Exchange Commission. The Court has temporarily restrained Mr. Charney from breaching the terms of the Nomination, Standstill and Support Agreement, dated July 9, 2014. Among other things: (a) Mr. Charney is temporarily restrained from directly or indirectly seeking the removal of any member of the Company's board of directors, including by instigating, encouraging, acting in concert with or assisting any third party in seeking to do so, and, unless required by law, participating in any way in the Hubner v. Mayer case (pending in the Central District of California), the Rodriguez v. Mayer case (pending in the Delaware Court of Chancery) and all similar actions currently pending or that are filed while the Court’s order is in effect; and (b) Mr. Charney is temporarily restrained from making or causing to be made to any third party (including by press release or other statement to the press or media) any statement that disparages or negatively reflects on the Company or its current, former or future employees, officers or directors. The Court also granted the Company's motion for expedited discovery. The Company, its directors and certain of its executive officers and employees may be deemed to be participants in the solicitation of proxies from stockholders in connection with the Company's 2015 Annual Meeting of Stockholders. On May 29, 2015, the Company filed a preliminary proxy statement with the U.S. Securities and Exchange Commission in connection with the solicitation of proxies for the 2015 Annual Meeting. Prior to the 2015 Annual Meeting, the Company will furnish a definitive proxy statement to its stockholders, together with a WHITE proxy card. Stockholders will be able to obtain, free of charge, copies of the 2015 Proxy Statement, any amendments or supplements thereto and any other documents (including the WHITE proxy card) when filed by the Company with the SEC in connection with the 2015 Annual Meeting at the SEC's Website (http://www.sec.gov),at the Company's Website (http://www.americanapparel.net)or by contacting Chelsea A. Grayson by phone at 213-488-0226, by email at investors@americanapparel.net or by mail at American Apparel, Inc., Attn: Investor Relations, 747 Warehouse Street, Los Angeles, California 90021. In addition, copies of the proxy materials, when available, may be requested from the Company’s proxy solicitor, Innisfree M&A Incorporated, 501 Madison Avenue, 20th Floor, New York, NY 10022 or toll-free at 888-750-5834. About American Apparel American Apparel is a vertically-integrated manufacturer, distributor, and retailer of branded fashion basic apparel based in downtown Los Angeles, California. As of Sept. 30, 2014, American Apparel had approximately 10,000 employees and operated 245 retail stores in 20 countries including the United States and Canada. American Apparel also operates a global e-commerce site that serves over 60 countries worldwide at http://www.americanapparel.com. In addition, American Apparel operates a leading wholesale business that supplies high quality T-shirts and other casual wear to distributors and screen printers. Amid liquidity problems and declining sales, American Apparel in early 2011 reportedly tapped law firm Skadden, Arps, Slate, Meagher & Flom and investment bank Rothschild Inc. for advice on a restructuring. In April 2011, American Apparel said it raised $14.9 million in rescue financing from a group of investors led by Canadian financier Michael Serruya and private equity firm Delavaco Capital Corp., allowing the casual clothing retailer to meet obligations to its lenders for the time being. Under the deal, the investors were buying 15.8 million shares of common stock at 90 cents apiece. The deal allows the investors to purchase additional 27.4 million shares at the same price. American Apparel reported a net loss of $68.8 million in 2014, a net loss of $106 million in 2013 and a net loss of $37.3 million in 2012. As of March 31, 2015, the Company had $271 million in total assets, $416 million in total liabilities and a $144 million total stockholders' deficit. * * * The TCR reported on Nov. 21, 2013, that Moody's Investors Service downgraded American Apparel Inc.'s corporate family rating to Caa2. The clothing retailer's probability of default was also lowered one level and the outlook is negative. As reported by the TCR on Sept. 2, 2014, Standard & Poor's Ratings Services lowered its corporate credit rating on Los Angeles-based American Apparel Inc. to 'CCC-' from 'CCC'. The outlook is negative. AP-LONG BEACH: Hearing on Full-Payment Plan Moved to June 25 ------------------------------------------------------------ The U.S. Bankruptcy Court for the Central District of California has approved a stipulation providing that: * The hearing on confirmation of the Plan of Reorganization for AP-Long Beach Airport LLC currently scheduled for June 18, 2015 at 2:00 p.m. (PDT) is continued to June 25, 2015 at 2:00 p.m. (PDT); * The deadline for filing and serving objections to confirmation of the Plan is extended from June 4, 2015 @5:00 p.m. (PDT) to June 11, 2015 at 5:00 p.m. (PDT); and * The deadline by which the Debtor must file and serve its reply in support of confirmation of the Plan is extended from June 11, 2015 @5:00 p.m. (PDT) to June 18, 2015 at 5:00 p.m. (PDT). At the June 25 hearing, the Debtor will ask Judge Vincent P. Zurzolo to confirm the Plan because it complies with every required section of the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure and applicable non-bankruptcy laws relating to confirmation thereof. The Debtor has filed a reorganization plan that offers creditors 100 cents on the dollar plus interest and lets the owner retain control of the Company. All classes of creditors are unimpaired and are conclusively presumed to have accepted the Plan. The lone unimpaired class, which is the membership interest of Abbey-Properties II LLC, voted in favor of the Plan. A copy of the Debtor's memorandum of points and authorities in support of confirmation of the Plan is available for free at: http://bankrupt.com/misc/AP-Long_Beach_Plan_Brief.pdf A copy of the declaration of Donald Abbey in support of confirmation of the Plan is available for free at: http://bankrupt.com/misc/AP-Long_Beach_Plan_Abbey_Decla.pdf A copy of the declaration of David P. Stapleton in support of confirmation of the Plan is available for free at: http://bankrupt.com/misc/AP-Long_Beach_Plan_Stapleton_Decla.pdf Specific Terms of the Plan In full satisfaction of the DIP lender's claims, the DIP loan will be converted to an exit financing in the amount of $38.5 million, with interest rate of 10% per annum, and secured by first priority liens on the Debtor's property. Holders of general unsecured claims can expect payment on the effective date of the Plan, which is estimated to be no later than July 15, 2015, and in the amount of 100% of their allowed claims plus interest at the federal judgment rate as of the Effective Date. Abbey-Properties II LLC's interests in the Debtor will be transferred to a new company, LB Hangar 3205 LLC. APII will be the sole member of LB Hangar and thus will remain the ultimate owner of 100% of the Debtor. According to the Debtor, the $131,690 held by the receiver, cash collateral of the DIP Lender, an funds from Mr. Abbey will provide funding for the payments under the Plan. A clean copy of the Second Amended Disclosure Statement and Plan is available for free at: http://bankrupt.com/misc/AP_Long_Beach_2nd_Am_DS.pdf About AP-Long Beach AP-Long Beach Airport LLC is a property-level subsidiary of The Abbey Companies LLC. The Abbey Companies and its more than 60 separate subsidiaries were founded by Donald G. Abbey. AP-Long Beach Airport LLC is a single asset real estate that owns a 206,945-square foot building at Long Beach Airport, in Long Beach California, that originally was an airplane hangar. The building is owned and operated by the company on land owned by, and leased from, the City of Long Beach. AP-Long Beach Airport LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 14-33372) on Dec. 19, 2014. The case is assigned to Judge Vincent P. Zurzolo. The Debtor's counsel is Alan J Friedman, Esq., and Kerri A Lyman, Esq., at Irell & Manella LLP. The Debtor disclosed $44.6 million in assets and $34.8 million in liabilities as of the Chapter 11 filing. ARCH COAL: Bank Debt Trades at 30% Off -------------------------------------- Participations in a syndicated loan under which Arch Coal Inc. is a borrower traded in the secondary market at 70.42 cents-on-the- dollar during the week ended Friday, May 29, 2015, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in the June 2, 2015 edition of The Wall Street Journal. This represents a decrease of 0.25 percentage points from the previous week, The Journal relates. Arch Coal pays 500 basis points above LIBOR to borrow under the facility. The bank loan matures on May 17, 2018, and carries Moody's Caa1 rating and Standard & Poor's B+ rating. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. ARRAY BIOPHARMA: Sells CMC Business to Accuratus ------------------------------------------------ Array BioPharma entered into an asset purchase agreement with Accuratus Lab Services, Inc., pursuant to which Accuratus acquired certain assets and assumed certain liabilities relating to Array's chemistry, manufacturing and controls business in a transaction that closed on June 1, 2015, according to a Form 8-K report filed with the Securities and Exchange Commission. "The sale of the CMC business provides this world-class team the opportunity to grow and achieve continued success, while continuing to provide expert support to Array's drug discovery and development programs," according to the report. The transaction included the transfer of equipment, inventory and third party contracts of Array relating to its CMC business as well as Array's facilities lease in Longmont, Colorado and the retention of approximately 33 Array CMC employees by Accuratus following the closing. Accuratus paid Array a cash purchase price at closing for the CMC assets, and Array is entitled to receive additional consideration for the CMC assets contingent upon achievement of revenue targets for the CMC business during the first and second year following the closing. Each party has also agreed to indemnify and hold the other party and its affiliates harmless from and against breaches of representations and warranties or covenants under the Purchase Agreement and related agreements, and certain other liabilities identified in the Purchase Agreement, in each case subject to certain minimums and caps. Each party has also agreed to not engage in certain activities in competition with the other party for a period following closing. About Array Biopharma Boulder, Colo.-based Array BioPharma Inc. is a biopharmaceutical company focused on the discovery, development and commercialization of targeted small-molecule drugs to treat patients afflicted with cancer and inflammatory diseases. Array has four core proprietary clinical programs: ARRY-614 for myelodysplastic syndromes, ARRY-520 for multiple myeloma, ARRY-797 for pain and ARRY-502 for asthma. In addition, Array has 10 partner-funded clinical programs including two MEK inhibitors in Phase 2: selumetinib with AstraZeneca and MEK162 with Novartis. Array Biopharma incurred a net loss of $85.3 million for the year ended June 30, 2014, a net loss of $61.9 million for the year ended June 30, 2013, and a net loss of $23.6 million for the year ended June 30, 2012. As of March 31, 2015, the Company had $208 million in total assets, $158 million in total liabilities, and $50.2 million in total stockholders' equity. "If we are unable to generate enough revenue from our existing or new collaboration and license agreements when needed or to secure additional sources of funding, it may be necessary to significantly reduce the current rate of spending through further reductions in staff and delaying, scaling back, or stopping certain research and development programs, including more costly Phase 2 and Phase 3 clinical trials on our wholly-owned or co- development programs as these programs progress into later stage development. Insufficient liquidity may also require us to relinquish greater rights to product candidates at an earlier stage of development or on less favorable terms to us and our stockholders than we would otherwise choose in order to obtain up- front license fees needed to fund operations. These events could prevent us from successfully executing our operating plan and, in the future, could raise substantial doubt about our ability to continue as a going concern," according to the quarterly report for the period ended Sept. 30, 2014. ATOSSA GENETICS: Reports $3.34-Mil. Net Loss in Q1 Ending March 31 ------------------------------------------------------------------ Atossa Genetics, Inc., filed its quarterly report on Form 10-Q, disclosing a net loss of $3.34 million on $1.87 million of revenues for the three months ended March 31, 2015, compared with a net loss of $2.41 million on $24,100 of revenue for the same period in 2014. Aside from the $3.34 million loss, the Company used $3.0 million of cash in operating activities during the quarter ended March 31, 2015. As of March 31, the Company had approximately $9.7 million in cash and cash equivalents and working capital of approximately $7.9 million. The Company has not yet established an ongoing source of revenue sufficient to cover its operating costs and allow it to continue as a going concern, according to the regulatory filing. The Company's balance sheet at March 31, 2015, showed $13.8 million in total assets, $3.52 million in total liabilities, and stockholders' equity of $10.28 million. A copy of the Form 10-Q is available at: http://is.gd/nlX4dG Atossa Genetics, Inc., is a Delaware corporation with principal executive offices located in Seattle, Washington. Atossa is a development-stage healthcare company. The Company is focused on the commercialization of cellular and molecular diagnostic risk assessment products and related services for the detection of pre- cancerous conditions that could lead to breast cancer, and on the development of second-generation products and services. 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 has an accumulated deficit. The Company reported a net loss of $14.7 million on $526,000 of total revenue for the year ended Dec. 31, 2014, compared with a net loss of $10.8 million on $633,000 of total revenue in 2013. B&K COASTAL: Bid to Transfer Hanover Suit to Bankr. Court Denied ---------------------------------------------------------------- In the case captioned THE HANOVER INSURANCE COMPANY, Plaintiff, v. CAPE FEAR PAVING, LLC, et al., Defendants, NO. 7:14-CV-276-BO (E.D.N.C.), District Judge Terrence W. Boyle denied defendant Theresa Graham's motion for a referral to bankruptcy court. On November 24, 2014, Hanover filed a complaint for indemnity and equitable relief asserting claims against Cape Fear Paving, LLC, Mast Development, LLC and Ms. Theresa Graham. Graham filed a motion for referral to the United States Bankruptcy Court for the Eastern District of North Carolina. Hanover's complaint is based upon two indemnity agreements in favor of Hanover dated August 26, 2005, and August 9, 2011. The 2005 indemnity agreement was executed by Cape Fear Paving, Mast, Graham, James Keith Stark, B&K Coastal, LLC, Riverfront Company, LLC, and Malmo Asphalt Plant, LLC. The 2011 indemnity agreement was executed by Cape Fear Paving, Stark, B&K, Malmo Asphalt, and Riverfront. On November 9, 2011, and August 20, 2013, respectively, B&K and Stark filed separate petitions seeking relief under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the Eastern District of North Carolina. Hanover has filed proofs of claim in both bankruptcy cases. Each proof of claim is based upon the 2005 indemnity agreement, the 2011 indemnity agreement, and Hanover's common law right of indemnification, and each asserts a claim in the amount of approximately $1.5 million with a liquidated amount of approximately $100,000.00. Mast filed a proof of claim in the B&K bankruptcy case based upon two notes under which approximately $2 million is allegedly due and owing. This proof of claim did not mention either the 2005 or 2011 indemnity agreement or any contribution action against B&K and Stark. Graham filed a proof of claim in the Stark bankruptcy case based upon her complaint against Stark in the New Hanover County District Court. This claim is filed in an unknown amount, and does not mention the 2005 or 2011 indemnity agreement or any contribution action against B&K and Stark. In his order dated May 5, 2015 and available at http://is.gd/MfvfTu from Leagle.com, Judge Boyle denied Graham's motion and held that the bankruptcy court lacks subject matter jurisdiction because the case is neither a core proceeding or one that is related to a bankruptcy case. The Hanover Insurance Company, Plaintiff, represented by Melissa J. Hughes -- mhughes@manierherod.com -- Manier & Herod, P.C., Robert W. Miller -- rmiller@manierherod.com -- Manier & Herod, P.C. & Jeffrey S. Price -- jprice@manierherod.com -- Manier & Herod, P.C.. Cape Fear Paving, LLC, Defendant, represented by Kyle J. Nutt -- knutt@shipmanlaw.com -- Shipman and Wright, LLP. Mast Development, LLC, Defendant, represented by George B. Mast -- george@mastfirm.com -- Mast, Mast, Johnson, Wells & Trimyer, P.A. & Lily Blair Rivers Van Patten -- lily@mastfirm.com -- Mast Law Firm. Teresa Graham, Defendant, represented by Joseph Z. Frost, Stubbs & Perdue, P.A., Matthew W. Buckmiller, Shipman and Wright, LLP & Trawick H. Stubbs, Jr., Stubbs & Perdue, PA. Teresa Graham, Counter Claimant, represented by Joseph Z. Frost, Stubbs & Perdue, P.A., Matthew W. Buckmiller, Shipman and Wright, LLP & Trawick H. Stubbs, Jr., Stubbs & Perdue, PA. The Hanover Insurance Company, Counter Defendant, represented by Jeffrey S. Price, Manier & Herod, P.C.. About B&K Coastal B&K Coastal, LLC, filed for Chapter 11 bankruptcy (Bankr. E.D.N.C. Case No. 11-08609) on Nov. 9, 2011. B&K Coastal does business as Cape Fear Paving, Bay Street Properties LLC, Universal Transloaders, Riverfront Company LLC, Forestry Division, Malmo Asphalt Plant LLC, and Wilmington Materials. George M. Oliver, Esq., at Oliver Friesen Cheek, PLLC, serves as the Debtor's counsel. In its petition, B&K Coastal estimated $1 million to $10 million in assets, and $10 million to $50 million in debts. A list of the Company's 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/nceb11-08609.pdf The petition was signed by J. Keith Stark, managing member. BINDER & BINDER: Seeks Nov. 12 Extension of Action Removal Deadline ------------------------------------------------------------------- Binder & Binder - The National Security Disability Advocates (NY), LLC, and its debtor affiliates, ask the U.S. Bankruptcy Court for the Southern District of New York to extend the time to file notices of removal of civil actions to the later of November 12, 2015, or 30 days after the entry of the order terminating the automatic stay as to a particular Civil Action. This is the second time the Debtors have asked for an extension. The initial deadline which was set to expire on March 17, 2015, was extended by prior order of the Court to July 14, 2015. Cassandra M. Porter, Esq., at Lowenstein Sandler LLP, in New York, tells the Court that the Debtors obtained alternative debtor-in-possession financing, has negotiated modifications to several collective bargaining agreements with the labor union, continues to assess and analyze operations and office locations as required under their DIP financing, and has commenced discussions with various parties in interest regarding restructuring options. Ms. Porter further tells the Court that during the same period, the Debtors have also engaged in settlement discussions with third parties in connection with certain civil actions in an attempt to amicably resolve those matters, and, in turn, avoid the additional time and costs involved with a potential removal of those actions. Ms. Porter notes, however, that the Debtors require additional time to explore settlement discussions prior to making a decision whether a Civil Action should be removed. Ms. Porter says it would be cost effective and prudent for the Debtors to continue these efforts before making a decision about whether a particular Civil Action should be removed. The Debtors represented by: Kenneth A. Rosen, Esq. Mary E. Seymour, Esq. Cassandra M. Porter, Esq. Nicholas B. Vislocky, Esq. LOWENSTEIN SANDLER LLP 1251 Avenue of the Americas, 17th Floor New York, NY 10020 Telephone: (212)262-6700 Facsimile: (212)262-7400 Email: krosen@lowenstein.com mseymour@lowenstein.com cporter@lowenstein.com nvislocky@lowenstein.com About Binder & Binder Founded in 1979 by brothers Harry and Charles Binder, Binder &  Binder is the nation's largest provider of social security  disability and veterans' benefits advocacy services, with operating scale and efficiencies unrivaled by its competitors in the highly fragmented advocacy market. The company has more than 950 employees in 35 offices across the United States. In 2010, H.I.G. Capital, LLC acquired a controlling equity interest in the company.   Binder & Binder - The National Social Security Disability Advocates (NY), LLC, et al., sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 14-23728) in White Plains, New York on Dec. 18, 2014. The cases are assigned to Judge Robert D. Drain.   The Debtors have tapped Kenneth A. Rosen, Cassandra Porter, Esq., and Nicholas B. Vislocky, Esq., at Lowenstein Sandler as counsel.  The Debtors have engaged Development Specialists, Inc., as  financial advisor, and BMC Group Inc. as claims and notice agent.   The U.S. Trustee appointed an Official Committee of Unsecured Creditors in the Debtors' cases. The Committee is now comprised of  (i) United Service Workers Union, Local 455 IUJAT & Related Funds,  (ii) T&G Industries, Inc., (iii) WB Mason Co., and (iv) Teaktronics, Inc.   C.W. MINING: Trustee Entitled to UEI Receivable, Dist. Ct. Says --------------------------------------------------------------- District Judge Tena Campbell affirmed the bankruptcy court's decision in the case captioned KENNETH A. RUSHTON, Trustee, Plaintiff/Appellee, v. STANDARD INDUSTRIES, INC.; ABM, INC.; FIDELITY FUNDING COMPANY; SECURITY FUNDING INC; and WORLD ENTERPRISES, Defendants/Appellants. v. AQUILA, INC., Third Party Defendant/Appellee, CASE NO. 2:14-CV-272-TC, ADVERSARY PROCEEDING NO. 09-02047 (D. Utah) Standard and other appellants appealed a decision of the bankruptcy court in an adversary proceeding which held that the party who is entitled to approximately $2.8 million in coal proceeds held by UtahAmerican Energy, Inc. is the Trustee for the benefit of the creditors of the estate of C.W. Mining Company. Standard contends that it has a special interest by virtue of its assignment agreement with CWM that gives it priority in distribution of the UEI Receivable. Judge Campbell agreed with the bankruptcy court and found that Standard and the other appellants did not perfect their interests in the UEI Receivable and that Standard presented insufficient evidence that it had an independent account with UEI. Thus, the Trustee is entitled to the UEI Receivable for the benefit of CWM estate's creditors. A copy of the May 8, 2015 memorandum decision and order is available at http://is.gd/EU6Z2Rfrom Leagle.com. Standard Industries, ABM, Fidelity Funding, Security Funding, and World Enterprises, Appellants, represented by Kim R. Wilson -- krw@scmlaw.com -- SNOW CHRISTENSEN & MARTINEAU, Christopher W. Droubay -- cwd@scmlaw.com -- SNOW CHRISTENSEN & MARTINEAU, David L. Pinkston -- dlp@scmlaw.com -- SNOW CHRISTENSEN & MARTINEAU & P. Matthew Cox -- pmc@scmlaw.com -- SNOW CHRISTENSEN & MARTINEAU. ANR, Appellee, represented by David E. Kingston. Hiawatha Coal Company, Appellee, represented by Peter W. Guyon. Kenneth A. Rushton, represented by Michael N. Zundel -- mnz@princeyeates.com -- PRINCE YEATES & GELDZAHLER. United States Trustee Office, Appellee, represented by John T Morgan, US TRUSTEE'S OFFICE. Aquila, and Gary E. Jubber, Appellees, represented by Brent D. Wride -- bwride@rqn.com -- RAY QUINNEY & NEBEKER. Gary E. Jubber, represented by Peter W. Billings -- Pbillings@fabianlaw.com -- FABIAN & CLENDENIN. Gary E. Jubber, represented by Douglas J. Payne -- dpayne@fabianlaw.com -- FABIAN & CLENDENIN. Bankruptcy Clerk's Office, Notice Party, Pro Se. About C.W. Mining Company C.W. Mining Company ("CWM") was the former owner of a coal mine in Utah. Based in Salt Lake City, Utah, C.W. Mining Co. dba Co-Op Mining Company operated the Bear Canyon Mine in Emery County, Utah, under the terms of a lease with C.O.P. Coal Development Company, which owns the mine. Aquila Inc., Owell Precast, LLC, and House of Pumps, Inc., filed an involuntary Chapter 11 petition (Bankr. D. Utah Case No. 08-20105) on Jan. 8, 2008. In November 2008, the Chapter 11 case was converted to a Chapter 7 liquidation proceeding. Kenneth A. Rushton serves as the Chapter 7 Trustee, and is represented by Brent D. Wride, Esq., at Ray Quinney & Nebeker, in Salt Lake City. Gary E. Jubber later substituted Mr. Rushton as Chapter 7 Trustee. CABLE ONE: Moody's Assigns First Time 'Ba3' Corporate Family Rating ------------------------------------------------------------------- Moody's Investors Service assigned Cable One, Inc. a first time Ba3 Corporate Family Rating and Ba3-PD Probability of Default Rating. Moody's also assigned a B1 to the proposed $450 million senior unsecured notes. The rating outlook is stable. Proceeds from new debt instruments will be used to fund a $450 million special dividend to Graham Holdings Company (parent company pre-spin-off), an increase in balance sheet cash, and general corporate purposes. Ratings Assigned: Issuer: Cable One, Inc. -- Corporate Family Rating -- Ba3 -- Probability of Default Rating -- Ba3-PD -- $450 Million Senior Unsecured Notes due 2022 -- B1 (LGD-4) Rating Outlook: -- Outlook: stable Cable ONE's Ba3 Corporate Family Rating reflects its pending spin-off from Graham Holdings Company (Baa3, Review for Downgrade) and Moody's expectation that the company will increase debt-to-EBITDA above 3.0x (including Moody's standard adjustments) within four years. Upon separation, initial debt-to-EBITDA is expected to be 1.9x based on the company's proposal to raise $300 million of first lien credit facilities (including an undrawn $200 million revolver) and issue the newly rated $450 million senior unsecured notes; however, management's plans for operations and capital allocation include increasing reported leverage to a range of 2.5x - 3.5x with additional debt issuances to fund acquisitions and shareholder distributions. Ratings also incorporate the company's small scale relative to other operators and risks associated with management's acquisition strategy. Cable ONE has been proactive in managing programming costs and has chosen to avoid agreements that it estimates would reduce cash flow from its video offerings. Although its video subscribers have declined roughly 25% over the past two years, management estimates that cash flow from video revenue has increased approximately 57% over the same period. At the same time, the company is focused on growing its residential HSD and commercial services businesses. Early in 2014, Cable ONE dropped carriage of Viacom content from its basic video packages highlighting Cable ONE's strategy to shift its product mix from lower margin video offerings to higher margin HSD and commercial services. Programming expense is the largest single operating expense for cable operators, and Moody's believe management's strategy will help contain operating expenses over the next 12 to 18 months. Cable ONE benefits from a benign competitive landscape, as most of its systems are located in rural midwest and southern areas, in which less than 1% of its footprint competes with fiber-to-the-home services. Despite the lack of meaningful broadband competition, Cable ONE's HSD penetration of approximately 33% for 2014, up from roughly 32% in 2013, lags the industry average of 40%, which provides the company with potential revenue upside. Among issuers Moody's rates and excluding overbuilders, Cable ONE lags each of its peers in video penetration at about 34% for 2014, down from around 39% in 2013 and below the estimated 39% industry average, reflecting the decision to drop Viacom channels. Although there are long term risks related to erosion of video subscribers, Moody's believe the company's rural footprint and competitive HSD offerings provide a buffer. Looking forward, Moody's expect the company to further grow its HSD penetration over the next 12 to 18 months while continuing to manage declines in video penetration. The Ba3 CFR is supported by Moody's expectation that (EBITDA-Capex)/Interest Expense will initially be in the 4x range (including Moody's standard adjustments) but then recede to the mid to high 3x range with increasing cash interest payments as additional debt is issued. Liquidity is expected to be good with initial cash balances of $100 million plus low single digit percentage free cash flow-to-debt despite elevated capital spending of $190 million over the next 12 months as the company works to enhance broadband speeds and overall network reliability. Moody's expect capital spending to decrease after 2015 as most of the company's network has already been upgraded. The stable outlook reflects Moody's expectation that Cable ONE will be able to grow EBITDA in the low single digit percentage range and maintain positive free cash flow, despite being a full tax payer and plans for quarterly dividends, with leverage expected to increase to 3.0x (including Moody's standard adjustments) within four years. In a scenario in which revenue growth from HSD and commercial services is not realized, leverage and cash flow targets necessary to sustain a Ba3 rating would likely be tightened. Ratings could be downgraded if debt-to-EBITDA is sustained above 4.0x reflecting a change in fiscal policy or the inability to achieve planned operating performance from potential acquisitions. Deterioration of liquidity including reduced free cash flow generation could also pressure ratings. The company's small scale constrains ratings; however, Moody's could consider an upgrade if Moody's are assured that debt-to-EBITDA would remain comfortably below 3.0x (including Moody's standard adjustments) with improving free cash flow generation and at least good liquidity. An upgrade would also require a commitment to maintaining financial policies and a credit profile consistent with a higher rating. The principal methodology used in these ratings was Global Pay Television - Cable and Direct-to-Home Satellite Operators published in April 2013. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Headquartered in Phoenix, AZ, Cable ONE offers traditional and advanced video services including digital television, video-on-demand, high-definition television, as well as high-speed Internet access and phone service. The company serves primarily smaller cities in the mid western, southern, and northwestern US and had roughly 490 thousand high-speed data (HSD) subscribers, 450 thousand video subscribers, and 150 thousand phone subscribers as of December 31, 2014. Cable ONE generated net revenue of $815 million for FYE December 2014. Upon spin-off, initial shareholders of Cable ONE will mirror current ownership of Graham Holdings with larger holders including Donald Graham and Southeastern Asset Management. CAESARS ENTERTAINMENT: 2017 Bank Debt Trades at 7% Off ------------------------------------------------------ Participations in a syndicated loan under which Caesars Entertainment is a borrower traded in the secondary market at 92.58 cents-on-the- dollar during the week ended Friday, May 29, 2015, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in the June 2, 2015 edition of The Wall Street Journal. This represents an increase of 0.16 percentage points from the previous week, The Journal relates. Caesars Entertainment pays 875 basis points above LIBOR to borrow under the facility. The bank loan matures on March 1, 2017, and carries Moody's withdraws its rating and Standard & Poor's D rating. The loan is one of the biggest gainers and losers among 274 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. CAESARS ENTERTAINMENT: Parent to Go Bankrupt If Creditors Win Suit ------------------------------------------------------------------ Howard Stutz at Las Vegas Review-Journal relates that a favorable ruling on the lawsuit creditors filed against Caesars Entertainment Corp. over the sale of several casinos -- including Planet Hollywood, Bally's Las Vegas and Harrah's New Orleans -- to subsidiary Caesars Growth Partners in 2014 could force Caesars Entertainment Corp. into bankruptcy due to the liabilities it would owe. Review-Journal relates that Caesars plans to merge Caesars Growth Partners back into the parent operation after the bankruptcy of Caesars Entertainment Operating Co. is concluded. Caesars has "repeatedly argued in court, the parent guarantee was validly terminated in accordance with the terms of the indentures," Bloomberg News quoted Caesars outside spokesperson Stephan Cohen of Teneo Holdings as saying. Bloomberg News reports that U.S. District Judge Shira Scheindlin has ruled that the trustee representing the CEOC creditors can ask her to rule on parts of their lawsuit without first holding a trial. 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. COLOR STAR: US Trustee Wants Quarterly Fees Paid ------------------------------------------------ William T. Neary, the U.S. Trustee for Region 6, asks the U.S. Bankruptcy Court for the Eastern District of Texas, Sherman Division, to compel Color Star Growers of Colorado and its affiliated debtors to immediately file their post-due quarterly operating reports and to pay post-confirmation quarterly fees. Timothy W. O'Neal, Assitant U.S. Trustee, tells the Court that the reorganized Debtors have failed to file quarterly post-confirmation operating reports for the periods ending December 31, 2014, and March 31, 2015. Mr. O'Neal further tells the Court that U.S. Trustee quarterly fees imposed pursuant to 28 U.S.C. Section 1930(a)(6) have not been paid for these same quarters, and it is not possible to calculate the fees owed in the absence of the post-confirmation operating reports. He adds that quarterly fees are owed each quarter until this case is converted, dismissed or closed by the court with the issuance of a final decree. The United States Trustee is represented by: Timothy W. O'Neal Assistant U.S. Trustee UNITED STATES DEPARTMENT OF JUSTICE Office of the United States Trustee 110 N. College, Suite 300 Tyler, TX 75702 Telephone: (903)590-1450 Facsimile: (903)590-1461 About Color Star Color Star, a grower and wholesaler of flowers and nursery stock  with greenhouses and distribution centers in Colorado, Missouri  and Texas, filed for Chapter 11 bankruptcy protection in December  2013.   Color Star Growers of Colorado, Inc., and two affiliates filed  Chapter 11 bankruptcy petitions (Bankr. E.D. Tex. Case Nos. 13-42959 to 13-42961) on Dec. 15, 2013, in Sherman, Texas. The  petitions were signed by Brad Walker, chief restructuring officer.  The Debtors estimated assets of at least $10 million and  liabilities of at least $50 million.   Marcus A. Helt, Esq., and Evan R. Baker, Esq., at Gardere Wynne  Sewell LLP, serve as the Debtors' counsel. Simon, Ray & Winikka  LLP serves as special conflicts counsel. SSG Advisors, LLC  provides investment banking services, and UpShot Services LLC  serves as claims, noticing and balloting agent.   The Official Committee of Unsecured Creditors appointed in the  Debtors' cases retained Gavin/Solmonese, LLC as financial  advisors; and Raymond J. Urbanik, Esq., Deborah M. Perry, Esq.,  Thomas Berghman, Esq., and Isaac J. Brown, Esq., at Munsch Hardt  Kopf & Harr, PC as attorneys.   CONSOLIDATED COMMUNICATIONS: S&P Retains 'B-' Unsec. Notes Rating ----------------------------------------------------------------- Standard & Poor's Ratings Services said that its issue-level rating on Mattoon, Ill.-based broadband communications provider Consolidated Communications Inc.'s senior unsecured notes remains 'B-' following the announcement that the company plans to add on $300 million to its existing $200 million 6.5% senior unsecured notes due 2022. The recovery rating on the notes is '6', which indicates S&P's expectation for negligible (0%-10%) recovery of principal in the event of payment default. Consolidated Communications will use net proceeds from the notes to repay approximately $227 million outstanding on its 10.875% senior unsecured notes due 2020 and reduce approximately $34 million of the outstanding $44 million amount on its $75 million revolving credit facility maturing 2018. S&P do not expect the transaction to have an impact on credit measures, including adjusted debt to EBITDA, which was 4.2x at the end of the first quarter of 2015, although S&P expects modest improvement in free operating cash flow due to the reduction in interest expense. S&P's 'B+' corporate credit rating and stable outlook on Consolidated Communications remain unchanged. S&P believes the company, as an incumbent telephone provider, will continue to face intense competition from the incumbent cable providers and wireless substitution in the residential segment, and from the cable providers in the small and midsize business market. Moreover, S&P expects that leverage will remain above 4x over the next couple of years as modestly lower levels of EBITDA are offset by debt repayment from free operating cash flow. RATINGS LIST Consolidated Communications Inc. Corporate Credit Rating B+/Stable/-- $500 mil. 6.5% notes due 2022 Senior Unsecured B- Recovery Rating 6 CORPORATE EXECUTIVE: S&P Affirms 'BB' CCR on Debt Refinancing ------------------------------------------------------------- Standard & Poor's Ratings Services said that it affirmed its 'BB' corporate credit rating on Corporate Executive Board Co. (CEB). The rating outlook is stable. At the same time, S&P assigned its 'BBB-' issue-level rating and '1' recovery rating to the company's proposed $500 million senior secured first-lien credit facility (comprising a $250 million revolving credit facility due 2020 and a $250 million senior secured term loan A due 2020). The '1' recovery rating indicates S&P's expectation for very high recovery (90%-100%) of principal for lenders in the event of a payment default. S&P also assigned its 'BB-' issue-level rating and '5' recovery rating to the company's $250 million senior unsecured notes due 2023. The '5' recovery rating indicates S&P's expectation for modest recovery (10%-30%; lower half of the range) of principal for lenders in the event of a payment default. "The 'BB' corporate credit rating on CEB reflects our expectation for steady revenue and EBITDA growth as well as a fairly moderate financial policy," said Standard & Poor's credit analyst Elton Cerda. The company has made steady progress in integrating its 2012 acquisition of SHL Group Ltd., which was transformative for the company. S&P views CEB's business risk profile as "fair," based on the stable and diverse subscription revenues it derives from its research and benchmarking studies on operational improvement topics, its high client subscription renewal rates, and its good EBITDA margin. S&P assess CEB's financial risk profile as "significant," based on S&P's expectation that its leverage will stay in the 3x-4x range over the next two to three years as positive revenue and EBITDA trends offset the effect of dividend increases and an active share repurchase program. "The stable rating outlook reflects our expectation that CEB's leverage will remain below 3.5x and discretionary cash flow to debt will be at least 15%," said Mr. Cerda. "We also expect that CEB will continue to grow its business organically and through tuck-in acquisitions." S&P's rating does not incorporate any large debt-financed acquisition. S&P views an upgrade and a downgrade as equally unlikely over the next 12-24 months. S&P could lower the rating if operating missteps cause leverage to approach 3.5x, which could occur if revenue growth slows and EBITDA declines due to competitive pressure. Large, debt-financed acquisitions could also cause downgrade pressure if leverage increases significantly without a clear path to deleveraging, signaling a change in the company's financial policy. Over the long term, S&P could raise the rating if CEB broadens its base of business through appropriately priced, synergistic acquisitions that do not meaningfully raise leverage, while maintaining operating momentum and profitability and a consistent financial policy. DENREON CORP: Court Confirms Ch. 11 Plan of Liquidation ------------------------------------------------------- Judge Laurie Selber Silverstein of the U.S. Bankruptcy Court for the District of Delaware on June 2, 2015, issued a findings of fact, conclusions of law, and order modifying and confirming Dendreon Corporation, et al.'s second amended plan of liquidation. As presented at the Confirmation Hearing, if resolved, the consensual resolutions of certain objections satisfy all applicable requirements of the Bankruptcy Code and the Bankruptcy Rules, are in the best interests of the Debtors and their Estates, and are supported by the record of the Confirmation Hearing, and therefore should be approved. All Objections that were not resolved by agreement at or prior to the Confirmation Hearing are overruled, or are otherwise disposed of. The United States Government, on behalf of the Department of Veteran Affairs, objected to the assumption and assignment of its contracts in accordance with the sale order and objected to the provisions of the Plan, which adversely affect the rights of the Government with respect to the federal contracts the Debtors are seeking to assume and assign. The Debtors, in support of confirmation of the Plan, argues that the Plan is broadly supported, satisfies all of the conditions to confirmation, and will allow the Debtors to liquidate quickly and efficiently. The Debtors believe that the Plan represents the best possible means to distribute the proceeds of the sale of substantially all of the Debtors' assets to stakeholders and complies with the Bankruptcy Code's requirements. The liquidation pursuant to Chapter 11 proposed in the Plan will avoid unnecessary delay and additional costs that would be incurred if the Chapter 11 Cases were converted to cases under Chapter 7 of the Bankruptcy Code. The Official Committee of Unsecured Creditors also filed a statement showing its support to the confirmation of the Plan. The Committee stated that it supports the Plan because it provides for a fair allocation of the Debtors' remaining distributable value among their stakeholders, including a distribution to equity holders (to the extent unsecured creditors are paid in full as provided in the Plan). The Debtors estimated in the Disclosure Statement that the aggregate amount of unsecured creditor claims will be between approximately $625,698,658 and $625,726,389 and that, pursuant to the Plan, holders of allowed unsecured creditor claims will receive a pro rata distribution for an estimated recovery in the range of 72% to 75%, the Committee noted. James Daloia, director of solicitation and disbursement at Prime Clerk LLC, filed a declaration stating that the Plan received overwhelming acceptance of creditors entitled to vote on it. According to Mr. Daloia, 100% of holders of Class 3 - 2016 Noteholder Claims and 96.43% of Class 4 - General Unsecured Claims voted to accept the Plan. The Debtors, prior to the Confirmation Hearing, filed Plan Supplements, including Exhibit A - Amended Plan Administrator Agreement and Exhibit B - Amended Schedule of Contracts to be Assumed under Plan. Full-text copies of the Plan Supplements are available at http://bankrupt.com/misc/DENDREONplansupp0529.pdf The Debtors are represented by Sarah E. Pierce, Esq., and Anthony W. Clark, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in Wilmington, Delaware; and Kenneth S. Ziman, Esq., and Raquelle L. Kaye, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in New York; and Felicia Gerber Perlman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in Chicago, Illinois. The Committee is represented by Pauline K. Morgan, Esq., and Sean T. Greecher, Esq., at Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware; and Michael H. Torkin, Esq., and David J. Jakus, Esq., at Sullivan & Cromwell LLP, in New York. The DVA is represented by Charles M. Oberly, III, Esq., United States Attorney, and Ellen W. Slights, Esq., Assistant United States Attorney, in Wilmington, Delaware. About Dendreon Corp With corporate headquarters in Seattle, Washington, Dendreon Corporation, a biotechnology company focused on the development of novel cellular immunotherapies to significantly improve treatment options for cancer patients. Dendreon's first product, PROVENGE (sipuleucel-T), was approved by the U.S. Food and Drug Administration (FDA) and became commercially available for the treatment of men with asymptomatic or minimally symptomatic castrate-resistant (hormone-refractory) prostate cancer in April 2010. Dendreon is traded on the NASDAQ Global Market under the symbol DNDN. Dendreon and its U.S. subsidiaries filed for Chapter 11 bankruptcy protection (Bankr. D. Del.) on Nov. 10, 2014. The Debtors requested that their cases be jointly administered under Case No. 14-12515. The petitions were signed by Gregory R. Cox, interim chief financial officer and treasurer. Dendreon sought bankruptcy protection after it reached agreements on the terms of a financial restructuring with certain holders of the Company's 2.875% Convertible Senior Notes due 2016 representing 84% of the $620 million aggregate principal amount of the 2016 Notes. The financial restructuring may take the form of a stand-alone recapitalization or a sale of the Company or its assets. The Debtors have engaged Skadden, Arps, Slate, Meagher & Flom LLP, as counsel; Lazard Freres & Co. LLC, as investment banker; AlixPartners, as restructuring advisors; and Prime Clerk LLC as claims and noticing agent. The Debtors disclosed $365 million in total assets and $664 million in total liabilities as of June 30, 2014. The U.S. Trustee for Region 3 appointed three members to the Official Committee of Unsecured Creditors. * * * Judge Laurie Selber Silverstein of the U.S. Bankruptcy Court for the District of Delaware on April 14, 2015, approved the disclosure statement explaining Dendreon Corp., et al.'s Chapter 11 plan of liquidation and scheduled the confirmation hearing for June 2, 2015, at 10:00 a.m. (Eastern time). The Debtors filed a plan of liquidation and accompanying Disclosure statement following approval of the sale of substantially all of their assets to Valeant Pharmaceuticals International. A second amended acquisition agreement provides for a higher purchase price, consisting of common shares of Valeant, having an aggregate value of $49.5 million as of the close of the market on the Trading Day immediately prior to the Effective Date, paid to the Debtors as partial consideration for the assets acquired by the purchaser pursuant to the Sale Order, plus $445.5 million in cash to be delivered at closing of the sale transaction. Pursuant to the Second Amended Acquisition Agreement, if the amount of the allowed prepetition general unsecured claims did not exceed $200 million in the aggregate, then the Valeant Shares could be distributed proportionately in respect of the 2016 Noteholder Claims. The consideration under the Second Amended Acquisition Agreement provided an additional $15 million in incremental value to the Debtors' Estates over that provided for under the Amended Acquisition Agreement, and $140 million more than the minimum Qualified Bid. The Acquired Assets under the Second Amended Acquisition Agreement included all of the assets contemplated under the Amended Acquisition Agreement, plus the D-3263 Assets and $80 million of cash and cash equivalents of the Debtors. In their First Amended Plan, the Debtors said they anticipate that the liquidation process would take six to twelve months. Wind-down operating costs would include compensation expenses, insurance, taxes, and the costs of orderly winding down healthcare and other employee-related plans. Under a Chapter 7 liquidation, a change in professionals would result in lost efficiencies, which is reflected in a 25% increase in the wind-down budget. The Wind-Down Reserve is calculated based on estimates and is being provided for illustrative purposes only. DIA-DEN LTD: Meeting of Creditors Scheduled for June 8 ------------------------------------------------------ The U.S. Trustee for Region 7 will convene a meeting of creditors in the Chapter 11 case of Dia-Den Ltd., on June 8, 2015, at 4:00 p.m. The meeting will be held at Houston, 515 Rusk Suite 3401. About Dia-Den Ltd. Dia-Den Ltd. is a Texas limited partnership with its principal place of business in Harris County, Texas. Dia-Den owns and leases to single tenant the industrial complex located at 24310 State Highway 249, Tomball, Texas 77375. Dia-Den Ltd. sought Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Case No. 15-32626) in Houston, Texas, on May 8, 2015. The case is assigned to Judge Jeff Bohm. The Debtor tapped Hoover Slovacek, LLP, as counsel. The Debtor disclosed $12 million in assets and $8.09 million in liabilities in its schedules. EL PASO CHILDREN'S: Needs Bankruptcy Trustee, Andy Krafsur Says --------------------------------------------------------------- The El Paso Children's Hospital case can be expedited by the appointment of a bankruptcy trustee, whose job would be to protect the interests of creditors, El Paso Times reports, citing Andy Krafsur, Esq., an El Paso attorney with experience in bankruptcy law. El Paso Times says that a trustee would be highly motivated to bring the case to a quick conclusion. "It's the most significant financial crisis that we have in our community and it's in the wrong hands. It's not in the hands of the community. It's in the hands of out-of-town lawyers and professionals and I think it's very dangerous," El Paso Times quoted Mr. Krafsur as saying. El Paso Times relates that the Hospital's board has ceded control of the Hospital to out-of-town managers and attorneys who could benefit financially from a prolonged case. According to court documents, the Hospital will pay $1.4 million by August for restructuring costs, most of which is going to global consultancy AlixPartners and the Austin law firm of Jackson Walker, which is handling the bankruptcy work. El Paso Times states that the Hospital's CEO, Mark Herbers, works out of AlixPartners' Chicago office. Court filings show that the Hospital is paying Mr. Herbers' firm $200,000 a month, and El Paso Times relates that it's not clear whether the Hospital is paying Mr. Herbers a salary in addition to that amount. According to El Paso Times, the Hospital has stopped paying University Medical Center, owned by taxpayers, for services since early 2014, and it is unclear whether the Hospital plans to repay the debt. El Paso Times says that the situation could drag on for months, to the financial benefit of bankruptcy professionals hired by the Hospital and UMC, which will divert millions of dollars to out-of-town consultants and lawyers that should be spent on the health care of El Paso children. 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. ELEPHANT TALK: Presented at LD Micro Invitational Conference ------------------------------------------------------------ Elephant Talk Communications Corp. held presentations with regard to the Company's recent developments at the LD Micro Invitational Conference on June 2, 2015. The presentation is available for free at http://is.gd/3yHdh4 About Elephant Talk Lutz, Fla.-based Elephant Talk Communications, Inc. (OTC BB: ETAK) -- http://www.elephanttalk.com/-- is an international provider of business software and services to the telecommunications and financial services industry. Elephant Talk reported a net loss of $21.9 million in 2014, a net loss of $25.5 million in 2013 and a net loss of $23.1 million in 2012. As of March 31, 2015, the Company had $43.1 million in total assets, $35.5 million in total liabilities and $7.61 million in total stockholders' equity. ELMIRA, NY: Moody's Cuts GO Rating on $11.2MM Debt to 'Ba1' ----------------------------------------------------------- Moody's Investors Service downgraded the City of Elmira's general obligation rating to Ba1 from A2, affecting $11.2 million in rated debt. The outlook remains negative. The downgrade to Ba1 reflects the city's weakened financial position following several years of reserve draws resulting in a negative unassigned fund balance and negative net cash position, with a reliance on market access to sustain operating liquidity. The rating also incorporates the city's limited, but growing tax base; below average socioeconomic indices; and elevated debt and pension burdens. The negative outlook reflects continued pressure on this city's financial operations. The city anticipates deficit operations in fiscal 2015, driving cash and unassigned fund balance deeper into deficit. Future rating reviews will incorporate the city's ability close its structural gap, restore liquidity and replenish unassigned fund balance to a positive position. What Could Make the Rating Go UP (removal of the negative outlook): - Increase in Unassigned General Fund balance to a positive level and improve liquidity - Elimination of the city's structural gap by aligning recurring revenues with recurring expenditures - Reduced reliance on cash flow financing What could make the rating go down: - Further financial deterioration or failure to materially improve fund balance and liquidity - Increase in cash flow borrowing The city of Elmira is located in the south-central part of Chemung County, close to the Pennsylvania border. The City has a total land area of 7.3 square miles and a population currently estimated at 28,899. The bonds are secured by the city's general obligation pledge as limited by the Property Tax Cap-Legislation (Chapter 97 (Part A) of the Laws of the State of New York, 2011). The principal methodology used in this rating was US Local Government General Obligation Debt published in January 2014. ENERGY & EXPLORATION: Debt Trades at 14% Off -------------------------------------------- Participations in a syndicated loan under which Energy & Exploration Partners is a borrower traded in the secondary market at 86.40 cents-on-the- dollar during the week ended Friday, May 29, 2015, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in the June 2, 2015 edition of The Wall Street Journal. This represents a decrease of 1.50 percentage points from the previous week, The Journal relates. Energy & Exploration Partners pays 675 basis points above LIBOR to borrow under the facility. The bank loan matures on January 14, 2019, and carries Moody's and Standard & Poor's did not give any rating. The loan is one of the biggest gainers and losers among 274 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. FAMILY CHRISTIAN: 'Challenge' Period Extended to June 11 -------------------------------------------------------- A federal judge approved an agreement which gives Family Christian LLC's official committee of unsecured creditors until June 11 to challenge claims of secured lenders. U.S. Bankruptcy Judge John Gregg last week approved the agreement entered into by the committee and FC Special Funding LLC, one of the company's secured lenders. Family Christian previously received final approval from the bankruptcy judge to use the cash collateral of its secured lenders to fund its operations. The final order allowed the committee to challenge claims of FC Special Funding and other secured lenders which, together, assert claims totaling $57.3 million. The committee and the U.S. trustee overseeing Family Christian's bankruptcy case previously objected to the final order initially proposed by the company in which it removed a provision excluding Chapter 5 avoidance actions from the reach of any "Section 507(b) superpriority claim" granted to some lenders. The provision was included in the interim orders signed by Judge Gregg on Feb. 19 and on March 20. Both expressed concern the company would be required to use the proceeds of the avoidance action initiated by the committee to compensate affected lenders. About Family Christian Family Christian Holding, LLC, is the sole owner and member of Family Christian, LLC, which operates and runs Family Christian stores, one of the largest retail sellers of Christian books, music, DVDs, church supplies, and other faith based merchandise. Family Christian, LLC, Family Christian Holding, LLC, and FCS Giftco, LLC, filed Chapter 11 bankruptcy petitions (Bankr. W.D. Mich. Lead Case No. 15-00643) on Feb. 11, 2015. The petition was signed by Chuck Bengochea as president and CEO. The Debtors estimated assets and liabilities of $50 million to $100 million. The Debtors are being represented by Todd Almassian, Esq., at Keller & Almassian PLC, and Erich Durlacher, Esq., Brad Baldwin, Esq., Bryan Glover, Esq., at Burr & Forman LLP as counsel. The U.S. Trustee for Region 9 appointed seven creditors of Family Christian LLC to serve on the official committee of unsecured creditors. FORTESCUE METALS: Bank Debt Trades at 9% Off -------------------------------------------- Participations in a syndicated loan under which Fortescue Metals Group is a borrower traded in the secondary market at 90.64 cents-on-the- dollar during the week ended Friday, May 29, 2015, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in the June 2, 2015 edition of The Wall Street Journal. This represents an increase of 0.49 percentage points from the previous week, The Journal relates. Fortescue Metals Group pays 275 basis points above LIBOR to borrow under the facility. The bank loan matures on June 13, 2019, and carries Moody's Ba1 rating and Standard & Poor's BB+ rating. The loan is one of the biggest gainers and losers among 274 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. FRAC SPECIALISTS: Has Authority to Pay Employee Wages and Benefits ------------------------------------------------------------------- Frac Specialists, LLC, and its affiliated debtors sought and obtained authority from Judge D. Michael Lynn of the U.S. Bankruptcy Court for the Northern District of Texas, Fort Worth Division, to pay prepetition wages, employee benefits and insurance premiums. The Debtors collectively employ nearly 200 employees. As of the Petition Date, Frac Specialists owed wages to its hourly employees for the May 29, 2015, payroll, approximately $219,595, including taxes. Additionally, Frac Specialists owed wages to its salaried employees for the May 29, 2015, payroll approximately $25,309, including taxes. As of the Petition Date, Cement Specialists owed wages to its hourly employees for the May 29, 2015, payroll approximately $28,356. Additionally, Cement Specialists owed wages to its salaried employees for the May 29, 2015 payroll approximately $18,880. As of the Petition Date, Acid Specialists owed wages to its hourly employees for the May 29, 2015 payroll approximately $47,747. Additionally, Acid Specialists owed wages to its salaried employees for the May 29, 2015 payroll approximately $21,145, including taxes. Acid Specialist also owes $1,044 to an independent contractor who manages safety for the company. The Debtors also need to pay $2,189 in connection with the adjustments they made to their May 15, 2015 payroll. Jeff P. Prostok, Esq., at Forshey & Prostok LLP, in Fort Worth, Texas, tells the Court that the relief requested is necessary to avoid immediate and irreparable harm to the Debtors. Mr. Prostok asserts that a failure by the Debtors to honor their prepetition obligations to their employees, including the payment of prepetition compensation and employee benefits and maintaining appropriate workers' compensation and other insurance, may result in loss by the Debtors of their employees at a time when they need them most. Consequently, it is essential to the Debtors' continued operations that their employees receive assurance that they will receive all prepetition compensation and there will be no interruption in either the Debtors' workers' compensation insurance or any other insurance maintained by the Debtors on behalf of themselves and their employees, Mr. Prostok further asserts. The Debtors are represented by: Jeff P. Prostok, Esq. Suzanne K. Rosen, Esq. FORSHEY & PROSTOK LLP 777 Main St., Suite 1290 Ft. Worth, TX 76102 Telephone: (817)877-8855 Facsimile: (817)877-4151 Email: jprostol@forsheyprostok.com srosen@forsheyprostok.com About Frac Specialists Frac Specialists, LLC, Cement Specialists, LLC, and Acid  Specialists, LLC, sought Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Lead Case No. 15-41974) in Ft. Worth, Texas, on May 17, 2015. Larry P. Noble signed the petitions as manager. The Debtors  estimated assets and debts of $50 million to $100 million.   The Companies are oilfield service providers serving the  exploration and production industry within the Permian Basin.  Noble Natural Resources, LLC, Javier Urias and Alex Hinojos  collectively own 100% of the membership interests in the  Companies.   The Debtors tapped Lynda L. Lankford, Esq., and Jeff P. Prostok,  Esq., at Forshey & Prostok, LLP, as their counsel. Judge Michael  Lynn presides over the cases. FRAC TECH: Bank Debt Trades at 17% Off -------------------------------------- Participations in a syndicated loan under which Frac Tech Services Ltd. is a borrower traded in the secondary market at 83.25 cents-on-the- dollar during the week ended Friday, May 29, 2015, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in the June 2, 2015 edition of The Wall Street Journal. This represents a decrease of 2.80 percentage points from the previous week, The Journal relates. Frac Tech Servives Ltd. pays 475 basis points above LIBOR to borrow under the facility. The bank loan matures on April 3, 2021, and carries Moody's Caa2 rating and Standard & Poor's CCC+ rating. The loan is one of the biggest gainers and losers among 274 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. GETTY IMAGES: Bank Debt Trades at 18% Off ----------------------------------------- Participations in a syndicated loan under which Getty Images Inc. is a borrower traded in the secondary market at 81.90 cents-on-the- dollar during the week ended Friday, May 29,2015, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in the June 2, 2015 edition of The Wall Street Journal. This represents an increase of 0.33 percentage points from the previous week, The Journal relates. Getty Images pays 350 basis points above LIBOR to borrow under the facility. The bank loan matures on October 14, 2019, and carries Moody's B2 rating and Standard & Poor's B- rating. The loan is one of the biggest gainers and losers among 274 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. GLOBAL PARTNERS: Moody's Rates New $300MM Unsecured Notes 'B2' -------------------------------------------------------------- Moody's Investors Service assigned a B2 rating to Global Partners LP's proposed $300 million senior unsecured notes due 2023. The net proceeds from the offering of approximately $294 million will be used to reduce the borrowings under Global's $775 million senior secured revolving credit facility (to $224 million, leaving unused borrowing availability under the revolver at approximately $500 million as of March 31, 2015 on a pro forma basis). "The notes offering will improve Global Partner's liquidity and allow the company to fund the pending $156 million CPG acquisition with revolver borrowings," commented James Wilkins, a Moody's Vice President. Ratings assigned: Issuer: Global Partners LP -- $300 million senior unsecured notes due 2023 - B2 (LGD5) Global's proposed senior unsecured notes are rated B2, one notch below the B1 Corporate Family Rating (CFR), reflecting the contractual subordination and smaller size of the notes relative to the company's secured bank credit facility, which is secured by substantially all the assets of the firm. Moody's believe the B2 rating is more appropriate for the notes than the rating suggested by Moody's Loss Given Default (LGD) methodology because of Global's fixed assets. These assets provide some additional value to the note holders, as the majority of secured debt borrowings are supported by highly liquid inventories and receivables. Global's B1 CFR is supported by the company's track record and seasoned management team, both as a MLP and prior to going public as a family owned business with several decades of operating experience in refined product distribution. The B1 rating is further supported by Global's strong market presence in the northeast US and the relatively more stable income and low working capital needs associated with its retail gasoline supply and station operations businesses. The rating also reflects the company's relatively conservative management of distributions to limited partners, and the low entry costs and the funding of its growth into crude oil distribution and logistics with a meaningful amount of retained cash flow. The B1 CFR is restrained by Global's exposure to characteristics typical in the distribution business: low margins, exposure to volatile commodity prices and working capital intensity, which results in highly elevated debt balances during periods of high commodity prices and losses on working inventory levels when the commodity markets are in backwardation. The rating also considers the company's material geographic concentration in the mature Northeast US and the risks associated with the company's MLP corporate finance model. The stable rating outlook reflects Moody's view that management will continue to prudently manage its liquidity profile and commodity price exposure and will fund material capital projects or acquisitions with either a meaningful equity or retained cash flow funding component. The ratings could be upgraded if Global demonstrates that it can consistently maintain debt/EBITDA below 4x while successfully executing on its growth strategy. In addition, meaningful growth into more durable, fee-based businesses could also support a positive rating action. The ratings could be downgraded if Global experiences a deterioration in liquidity, if it's margins are compressed for an extended period of time or a primarily debt financed acquisition increases financial leverage on a sustained basis above 6x debt/EBITDA. The principal methodology used in this rating was Global Midstream Energy published in December 2010. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Global Partners LP is a publicly traded master limited partnership (MLP) based in Waltham, Massachusetts. The partnership has a large network of refined product terminals in the northeast US, which it utilizes to support the distribution of transportation fuels, distillates (home heating oil, diesel and kerosene), residual oil and biofuels. Global also has a portfolio of approximately 1,450 owned, leased and/or supplied gasoline stations, primarily in the northeast. GLOBALSTAR INC: Stockholders Elect Two Directors ------------------------------------------------ Globalstar, Inc. held its annual meeting of stockholders on May 28, 2015, at which the stockholders elected William A. Hasler and James Monroe III as Class C directors to serve for a term to expire at the 2018 Annual Meeting of Stockholders. Stockholders also ratified the appointment of Crowe Horwath LLP as the company's independent registered accounting firm for the fiscal year ending Dec. 31, 2015. About Globalstar, Inc. Globalstar is a leading provider of mobile satellite voice and data services. Globalstar offers these services to commercial and recreational users in more than 120 countries around the world. The company's products include mobile and fixed satellite telephones, simplex and duplex satellite data modems and flexible service packages. Many land based and maritime industries benefit from Globalstar with increased productivity from remote areas beyond cellular and landline service. Globalstar customer segments include: oil and gas, government, mining, forestry, commercial fishing, utilities, military, transportation, heavy construction, emergency preparedness, and business continuity as well as individual recreational users. Globalstar data solutions are ideal for various asset and personal tracking, data monitoring and SCADA applications. Globalstar reported a net loss of $463 million in 2014, a net loss of $591 million in 2013 and a net loss of $112.19 million in 2012. As of March 31, 2015, the Company had $1.25 billion in total assets, $1.29 billion in total liabilities, and a $39.6 million total stockholders' deficit. GMG CAPITAL: Targets August Confirmation of Plan ------------------------------------------------ GMG Capital Partners III, L.P. and GMG Capital Partners III Companion Fund, L.P., will ask the U.S. Bankruptcy Court for the Southern District of New York to approve the disclosure statement for their Second Amended Chapter 11 Plan of Reorganization at a hearing on June 16, 2015, at 2:00 p.m. The Debtors are targeting confirmation of their reorganization plan by August. The proposed disclosure statement order contemplates: * a June 18, 2015 voting record date; * a July 30, 2015 deadline for written objections to the Plan; * a July 31, 2015 at 4:00 p.m. deadline for ballots accepting or rejecting the Plan; and * an Aug. 6, 2015 confirmation hearing on the Plan. According to the Second Amended Disclosure Statement, the cornerstone of the Plan is the infusion of up to $6.5 million in cash through an exit funding advanced by certain of the Debtors' non-insider limited partners and others, combined with a global resolution between the Debtors, the management company and the Debtors' non-insider limited partners. The proceeds of the exit funding will be used primarily to reinstate Athenian Venture Partners' debt, to pay administrative expenses including professional fees and to fund certain distributions, including a $250,000 advance to insider GMG Special Purpose Entity, LLC, on account of its future distributions and go forward expenses and reserves contemplated under the Plan. The III Class Partnerships hold active investments in Open Peak, Inc. ("Open Peak") (an approximate 3.8 percent interest) and Lancope, Inc. ("Lancope") (an approximate 15 percent interest). It is expected, but not guaranteed, that upon certain events, an eventual disposition of these interests will be sufficient to pay all creditors in full. According to the Second Amended Disclosure Statement, the Plan projects that: * Administrative claims estimated at $1,750,000 will be paid in full; * Priority tax claims at $10,000 to $52,000 will be paid in full; * Athenian claims against GMG III (Class 1B) at $5,163,745 will be paid in full; * Holders of general unsecured claims against GMG III (Class 1C) estimated at $600,000 will receive their pro rata share of proceeds of a "liquidity event" up to the amount equal to the allowed amount of their claim plus postpetition interest at the federal judgment rate, provided that the holders may elect to receive a pro rata recovery of no greater than 40% of the amount of the claims from the GUC reserve to be payable upon 30 days of the effective date of the Plan. * Athenian claims against Companion (Class 2B) at $5,163,745 will be paid in full; and * General unsecured claims against Companion (Class 2C) estimated at $275,000 will receive their pro rata share of proceeds of a "liquidity event" up to the amount equal to the allowed amount of their claim plus postpetition interest at the federal judgment rate, provided that the holders may elect to receive a pro rata recovery of no greater than 40% of the amount of the claims from the GUC reserve to be payable upon 30 days of the effective date of the Plan. Through the Plan, the Debtors and their insiders on one hand and its non-insider limited partners on the other hand will resolve all of their GMG-related issues. The Plan contemplates that the Management Company will withdraw its claims and that the limited partners will withdraw their claims. In return, for such withdrawal and other mutual releases set forth in the Plan, upon the realization of cash from the sale of Open Peak or Lancope, the funds will be distributed pursuant to the limited partners of the Debtors pursuant to following waterfall: a. Tranche A: The first $7.5 million to the Holders of Interests of GMG III and GMG Companion Ratably, excluding GMG Special Purpose Entity, LLC Interests. b. Tranche B: All remaining amounts will be payable one third (1/3) to GMG Special Purpose Entity, LLC on account of its Interests (offset by any amounts advanced to it by the Exit Funder pursuant to the Exit Funding) and two thirds (2/3) to the remaining holders of Interests of GMG III and GMG Companion Ratably (without regard to GMG Special Purpose Entity, LLC.). c. "Ratably" shall mean, first allocated to each of the two funds (GMG III and GMG Companion) proportionate to their respective capital contributions made by the limited pruiners , e.g. 87.87% allocated to GMG III and 12.13% allocated to GMG Companion. Then within each of the funds between these two Debtors, in proportion to each Holder's relative scheduled Interest. A distribution schedule will be included in the Plan Supplement. d. To the extent any Holder of Interest owes any management fees as of the date of payment (without imputed interest), that amount will be subtracted from the distribution owed to such Holder, and be payable to JDJ Management Company, LLC until such management fees are paid. Holders of claims and interests in these classes are impaired and are entitled to vote on the Plan: Class 1C (General Unsecured Claims against GMG III), Class 1D (Management Company Claims Against GMG III), Class 1F (Equity Interests in GMG III), Class 2C (General Unsecured Claims Against Companion), Class 2D (Management Company Claims Against Companion), and Class 2F (Equity Interests in Companion). A copy of the Second Amended Disclosure Statement is available for free at http://bankrupt.com/misc/GMG_Capital_2nd_Am_DS.pdf About GMG Capital Partners GMG Capital Partners III, L.P. ("GMG III") is a venture capital fund formed in August 2011. GMG III was formed on the heels of two prior successful funds, and many investors from those prior funds then invested in GMG III. Eventually, four separate limited partnerships (the "III Class Partnerships") were formed and approximately $180 million total were invested in the partnerships bearing the GMG III title: * GMG Capital Partners III, LP ("GMG III") * GMG Capital Partners III Companion Fund, LP ("Companion") * GMG Capital Partners IIIA, LP * GMG Capital Parnter IIIB, LP The collapse of the financial markets, and the advent of the terrorist attacks of Sept. 11, 2001 -- just one month following GMG III's formation- significantly affected GMG III and its sister funds. GMG III and Companion sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 13-12937 and 13-12939) in Manhattan on Sept. 10, 2013. GMG IIIA and GMG IIIB were not included in the Chapter 11 filing. Stuart M. Bernstein oversees the Debtors' cases. Olshan Frome Wolosky LLP serves as counsel to the Debtors. GMG III disclosed $21,696,757 in assets and $7,877,498 in liabilities as of the Chapter 11 filing. GOLDEN COUNTY: Seeks to Sell Assets to Monogram Appetizers for $22M ------------------------------------------------------------------- Golden County Foods, Inc., and its affiliated debtors asks authority from the U.S. Bankruptcy Court for the District of Delaware to sell substantially all of their assets to Monogram Appetizers, LLC, for $22.0 million. Joseph C. Barsalona II, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware, tells the Court that in an effort to avoid liquidation and preserve their value as a going concern, the Debtors began seeking additional financing in February 2015. However, as a result of the Debtors' precarious financial condition, they have been unable to obtain additional financing. Accordingly, the Debtors marketed the Purchased Assets for sale. After a three-month marketing and sale process, the Debtors have reached an agreement with Monogram for the purchase and sale of the Purchased Assets, substantially all of the assets of Golden County Foods, Inc., under the terms of an Asset Purchase Agreement. Mr. Barcelona notes that the APA provides for the sale of the Purchased Assets as a going concern free and clear of all liens, claims and interests under section 363 of the Bankruptcy Code for a purchase price of $22 million to be paid at closing plus certain assumed liabilities as set forth in the APA subject to higher and better bids. The sale will enable the Debtors to avoid immediate liquidation and preserve hundreds of jobs while returning significant value to the Debtors' creditors. Mr. Barcelona says that while the APA reflects the highest offer the Debtors received prepetition, the Debtors believe that a competitive sale process will ensure that the Debtors receive the highest possible price for the Purchased Assets. Under the proposed Bidding Procedures:(i) the Bid Deadline is set no later than June 29, 2015; (ii) the Auction is scheduled to take place on July 1, 2015; (iii) the Sale Hearing is scheduled to take place on or after July 1, 2015 at 1:30 p.m.; (iv) the Break-Up Fee is fixed at $500,000; and (v) in the event the Stalking Horse Bidder is not the Successful Bidder, the Stalking Horse Bidder shall be entitled to an expense reimbursement of documented expenses of up to $150,000. The hearing on the Debtors' motion is scheduled on June 15, 2015 at 10:00 am. The deadline for submission of objections to the motion is set at June 8. The Debtors are represented by: Mark D. Collins, Esq. Paul N. Heath, Esq. Tyler D. Semmelman, Esq. Joseph C. Barsalona II RICHARDS, LAYTON & FINGER, P.A. One Rodney Square 920 North King Street Wilmington, DE 19801 Telephone: (302)651-7700 Facsimile: (302)651-7701 Email: collins@rlf.com heath@rlf.com semmelman@rlf.com barsalona@rlf.com -- and -- Patrick J. Neligan,Jr., Esq. John D. Gaither, Esq. NELIGAN FOLEY LLP 325 N. St. Paul, Suite 3600 Dallas, Texas 75201 Telephone: (214)840-5300 Facsimile: (214)840-5301 Email: pneligan@neliganlaw.com jgaither@neliganlaw.com 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.  GRACE CHURCH: Case Summary & 2 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Grace Church Realty Corp. 40 Grace Church Street Port Chester, NY 10573 Case No.: 15-22787 Chapter 11 Petition Date: June 4, 2015 Court: United States Bankruptcy Court Southern District of New York (White Plains) Judge: Hon. Robert D. Drain Debtor's Counsel: Rosemarie E. Matera, Esq. KURTZMAN MATERA, PC 664 Chestnut Ridge Road Spring Valley, NY 10977 Tel: (845) 352-8800 Fax: (845) 352-8865 Email: law@kmpclaw.com Total Assets: $1.3 million Total Liabilities: $1.4 million The petition was signed by Juan Cepeda, president. A list of the Debtor's two largest unsecured creditors is available for free at http://bankrupt.com/misc/nysb15-22787.pdf GT ADVANCED: Extends DIP Solicitation Period to June 10 ------------------------------------------------------- GT Advanced Technologies Inc. on June 3 announced the fourth extension of the solicitation period in connection with its previously announced proposed debtor-in-possession term loan facility. Following the extension, the solicitation period will expire at 5:00 p.m., New York City time, on June 10, 2015. The solicitation process is being conducted in connection with a commitment letter, dated March 17, 2015 between the Company and certain holders of the Convertible Notes. The Company was authorized to undertake the solicitation process pursuant to an order of the Bankruptcy Court entered on April 2, 2015. On April 29, 2015, the Company and the Backstop Lenders entered into a second amendment to the Commitment Letter by which, among other things, the Backstop Lenders agreed to an extension of their commitment to provide the DIP Loan Facility to an outside date of June 15, 2015, subject to certain terms and conditions as described more fully in the Form 8-K filed by the Company on April 30, 2015. The Company anticipates that the DIP Loan Facility will provide for loans in an initial aggregate principal amount of $95.0 million, and will provide for, or permit, a letter of credit facility providing for the issuance of letters of credit with the aggregate face amounts outstanding not to exceed $15.0 million. The opportunity to participate in the DIP Loan Facility is limited to those holders of the Company's Convertible Notes as of March 13, 2015 that are (i) qualified institutional buyers, as such term is defined in Rule 144A under the Securities Act of 1933, as amended, (ii) institutional accredited investors within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act or (iii) an entity in which all of the equity investors are such institutional accredited investors. Eligible Holders can contact Kurtzman Carson Consultants by telephone at (917) 281-4800, or by e-mail at GTATInfo@kccllc.com for more information. The Company anticipates using the proceeds of the DIP Facility to fund working capital requirements, pay costs, fees and expenses incurred in connection with the DIP Loan Facility and the transactions contemplated thereby and pay other costs and expenses with respect to the administration of the Company's and certain of its subsidiaries' Chapter 11 cases. Except as set forth above, all other terms of the solicitation and the DIP Loan Facility remain the same. All holders of the Company's Convertible Notes who have previously submitted their commitment to participate in the solicitation do not need to re-submit such commitment or take any other action in response to the extension of the solicitation period. 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. GT ADVANCED: Seeks Sept. 30 Extension of Plan Filing Date --------------------------------------------------------- GT Advanced Technologies Inc. and its affiliated debtors ask the U.S. Bankruptcy Court for the District of New Hampshire to further extend their exclusive periods (a) to file a Chapter 11 plan from to September 30, 2015, and (b) to solicit acceptances of their Chapter 11 plan to November 30, 2015. This is the second time that the Debtors asked the Court to extend their exclusive periods. James T. Grogan, Esq., at Paul Hastings LLP, in New York, tells the Court that the approximately four-month extension of exclusivity is necessary to allow GTAT sufficient time to resolve intercompany issues and to propose a Chapter 11 plan, which may include value maximizing structures, that takes advantage of all that has been accomplished in the Chapter 11 cases to date. Mr. Grogan adds that opening the plan process up to competing plans and the inherent competing interests at this juncture could undermine all of the progress made in the Chapter 11 cases, interfere with and detract from negotiations regarding the intercompany issues, and distract the Debtors' employees and professionals' attention from implementing the Business Plan to the detriment of all parties in interest. The Debtors are represented by: Luc A. Despins, Esq. Andrew V. Tenzer, Esq. James T. Grogan, Esq. PAUL HASTINGS LLP Park Avenue Tower 75 East 55th Street, First Floor New York, NY 10022 Telephone: (212)318-6000 Facsimile: (212)319-4090 Email: lucdespins@paulhastings.com andrewtenzer@paulhastings.com jamesgrogan@paulhastings.com -- and -- Daniel W. Sklar, Esq. Holly J. Barcroft, Esq. NIXON PEABODY LLP 900 Elm Street Manchester, NH 03101-2031 Telephone: (603)628-4000 Facsimile: (603)628-4040 Email: dsklar@nixonpeabody.com hbarcroft@nixonpeabody.com About GT Advanced 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; Eisner Amper 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: Files Schedules of Assets and Liabilities --------------------------------------------------------- Gulf Packaging, Inc., filed with the U.S. Bankruptcy Court for the Northern District of Illinois its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $0 B. Personal Property $16,392,403 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $16,392,404* E. Creditors Holding Unsecured Priority Claims $16,392,403 F. Creditors Holding Unsecured Non-Priority Claims $20,607,192 ----------- ----------- Total $16,392,403 $29,764,425* * plus unknown amount A copy of the schedules is available for free at: http://bankrupt.com/misc/GulfPackaging_135_SAL.pdfLINK 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. The U.S. Trustee appointed nine creditors to serve on an official committee of unsecured creditors. GYMBOREE CORP: Debt Trades at 24% Off ------------------------------------- Participations in a syndicated loan under which Gymboree Corp is a borrower traded in the secondary market at 76.07 cents-on-the- dollar during the week ended Friday, May 29,2015, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in the June 2, 2015 edition of The Wall Street Journal. This represents a decrease of 0.53 percentage points from the previous week, The Journal relates. Gymboree Corp. pays 350 basis points above LIBOR to borrow under the facility. The bank loan matures on February 23, 2018, and carries Moody's B3 rating and Standard & Poor's CCC+ rating. The loan is one of the biggest gainers and losers among 274 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. HARSCO CORP: Moody's Rates New $250MM Sr. Unsecured Notes 'Ba1' --------------------------------------------------------------- Moody's Investors Service affirmed Harsco Corporation's Corporate Family Rating at Ba1 and Probability of Default Rating at Ba1-PD. Concurrently, Moody's assigned a Ba1 rating to Harsco's proposed $250 million senior unsecured notes and affirmed the Ba1 rating on the $450 million senior unsecured notes due 2018. Moody's changed the Speculative-Grade Liquidity (SGL) rating to SGL-2 from SGL-3 and maintained a stable outlook. The company will use proceeds from the note issuance to repurchase the existing $250 million 2.7% senior notes due 2015 pursuant to a concurrent tender offer, with any remaining net proceeds to repay borrowings under the revolving credit facility and general corporate purposes. The upgrade of the Speculative-Grade Liquidity rating to SGL-2 from SGL-3 considers that this refinancing transaction improves Harsco's credit profile as the company's nearest maturity is now in 2018 when its $450 million senior unsecured notes mature. In addition, the company's liquidity profile benefits from wider headroom under its financial maintenance covenants as the company was successful in amending those in March 2015. The SGL-2 rating is also supported by the recurring nature of the company's cash flows. Negating this, is the reliance on its revolving credit facility. Moody's took the following actions on Harsco Corporation: -- Corporate Family Rating, affirmed at Ba1; -- Probability of Default Rating, affirmed at Ba1-PD; -- Proposed $250 million senior unsecured notes, assigned Ba1 (LGD4); -- $450 million senior unsecured notes, affirmed Ba1 (LGD4); -- Speculative Grade Liquidity Rating, upgraded to SGL-2 from SGL-3; Harsco's Ba1 Corporate Family Rating benefits from the company's competitive position and diverse global footprint with over $2 billion of revenues for the last twelve months ended in March 31, 2015. In addition, the Ba1 rating considers the company's recurring revenue base and solid backlog as well as expected improvement in EBITDA margins as Harsco continues to execute on project Orion. Further, Harsco's debt to EBITDA is expected to decline from current 3.8x (includes operating lease and pension adjustment) to below 3.5x by the end of 2015. At the same time, the rating is constrained by the fact that Harsco relies heavily on non-residential construction spending, which has been recovering at a tepid pace. Economic uncertainties in Western Europe also continue to hamper growth prospects in that region. The stable rating outlook encompasses the expectations that key credit metrics will improve gradually over the next 12 to 18 months, becoming more supportive of the Corporate Family Rating. Also, Harsco's business profile and availability under its revolving credit facility give it the financial flexibility to support growth and optimization initiatives. Positive rating actions over the intermediate term are unlikely as Harsco needs to demonstrate its ability to improve and sustain operating margins and cash flows. A positive rating action could be considered however if Harsco's EBIT to interest expense remains above 4.5 times, adjusted debt to EBITDA is sustained below 3.0 times, adjusted debt to book capitalization is sustained below 50%, and if the liquidity profile improves. Negative rating action could be considered if Harsco does not achieve the expected level of operating margin improvement following its cost reduction programs and its new initiatives in the Metals and Minerals segment. Additionally, if adjusted EBIT to interest expense is sustained below 2.75 times, adjusted debt to EBITDA is sustained above 3.5 times, and Harsco's liquidity profile deteriorates the rating could be changed down. Harsco Corporation, headquartered in Camp Hill, PA, is a diversified industrial service company focused on global markets for outsourced services to metal industries, metal recovery & mineral-based products, railway track maintenance and certain industrial equipment. Revenues for the 12 months through March 31, 2015 totaled approximately $2.0 billion. The principal methodology used in these ratings was Global Steel 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. HOLOGIC INC: Moody's Rates New $2.5-Bil. Bank Debt 'Ba1' -------------------------------------------------------- Moody's Investors Service rates Hologic Inc's new $2.5 billion five-year senior secured credit agreement Ba1. The current Ba3 Corporate Family Rating and Ba3-PD Probability of Default Rating, and the company's unsecured notes rated B1 remain unchanged. Moody's has withdrawn ratings on the previous bank debt. The rating outlook remains stable. The new senior credit facility consists of a $1.5 billion senior term loan and a $1 billion revolving credit facility. Proceeds from the new facility were used to repay the company's $1.7 billion outstanding term loans in a leverage-neutral transaction. The refinancing has extended the company's bank debt maturity profile and reduced interest expense modestly. The increase in revolver size to $1 billion from $300 million also enhances Hologic's already very good liquidity as indicated by its SGL-1 speculative grade liquidity rating. Ratings Assigned: -- Senior secured revolving credit facility at Ba1 (LGD 2) -- Senior secured Term Loan at Ba1 (LGD 2) Ratings Withdrawn: -- Senior secured revolving credit facility at Ba1 (LGD 2) -- Senior secured Term Loans at Ba1 (LGD 2) Ratings Unchanged: -- Corporate Family Rating at Ba3 -- Probability of Default Rating at Ba3-PD -- Senior unsecured notes at B1 (LGD 4) -- Speculative Grade Liquidity Rating at SGL-1 -- The outlook is stable. Hologic's Ba3 rating incorporates its good scale, leading market positions within its core franchises and good revenue diversity by product and customer. The rating is also supported by the recurring nature of more than half of the revenues which are generated from service contracts and consumables. Further, the company generates good free cash flow, has strong interest coverage and a publicly stated commitment to deleverage. The rating is constrained by Hologic's high, though improving, financial leverage stemming from the 2012 debt-financed acquisition of Gen-Probe. Moody's estimates adjusted debt to EBITDA was 4.2x for the twelve months ended March 28, 2015. However, this does not capture the premium over the principal or taxes associated with the convertible notes that Moody's expects the company will repay in FY17 and FY18. Including these obligations, leverage would approximate 4.7x. The ratings also reflect volatility that can occur in Hologic's financial performance because its businesses are sensitive to general medical utilization trends and hospital capital equipment spending trends. Further, activist investors including Carl Icahn own more than 15% of Hologic's shares, and Moody's believes event risk could rise if earnings growth does not continue to improve and the stock price becomes pressured. Hologic's SGL-1 Speculative Grade Liquidity Rating reflects very good liquidity over the next 12-18 months supported by healthy cash balances and Moody's expectation of annual free cash flow in the $500 million range, which will be more than sufficient to satisfy its modest debt maturities and other cash needs. The increased revolver size provides further support. Moody's could upgrade the ratings if Hologic can generate sustained organic revenue growth and continue to repay debt such that the rating agency expects adjusted debt to EBITDA to be sustained below 3.5 times. Moody's could downgrade the ratings if market uptake of Hologic's newer products fails to offset declines in older products, resulting in declines in revenue and earnings. Specifically, ratings could be downgraded if Moody's expects adjusted debt to EBITDA to be sustained above 4.5x times, or if liquidity deteriorates meaningfully. The principal methodology used in these ratings was Global Medical Product and Device 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. Hologic, Inc. ("Hologic"; NASDAQ: HOLX) is a leading developer, manufacturer and supplier of premium diagnostic products, medical imaging systems and surgical products. The Company's core business units focus on diagnostics, breast health, GYN surgical, and skeletal health. Hologic reported revenues of about $2.6 billion in the twelve months ended March 28, 2015. HORIZON LINES: Caspian No Longer a Shareholder as of May 29 ----------------------------------------------------------- Caspian Capital LP and Caspian Credit Advisors, LLC disclosed in an amended Schedule 13D filed with the Securities and Exchange Commission that as of May 29, 2015, they ceased to beneficially own shares of common stock of Horizon Lines, Inc. On May 29, 2015, Horizon Lines consummated the merger with Matson Navigation Company, Inc. Upon the consummation of the Merger, each issued and outstanding share of the Issuer's Common Stock was converted automatically into and represents the right to receive from Matson an amount in cash equal to $0.72, without interest. A copy of the regulatory filing is available for free at: http://is.gd/9x4W4b About Horizon Lines Horizon Lines, Inc., is a domestic ocean shipping company and the only ocean cargo carrier serving all three noncontiguous domestic markets of Alaska, Hawaii and Puerto Rico from the continental United States. The company owns a fleet of 13 fully Jones Act qualified vessels and operates five port terminals in Alaska, Hawaii and Puerto Rico. A trusted partner for many of the nation's leading retailers, manufacturers and U.S. government agencies, Horizon Lines provides reliable transportation services that leverage its unique combination of ocean transportation and inland distribution capabilities to deliver goods that are vital to the prosperity of the markets it serves. The company is based in Charlotte, NC, and its stock trades on the over-the-counter market under the symbol HRZL. Horizon Lines reported a net loss of $94.6 million for the year ended Dec. 21, 2014, compared to a net loss of $31.9 million for the year ended Dec. 22, 2013. As of March 22, 2015, the Company had $542 million in total assets, $711 million in total liabilities, and a $169 million total stockholders' deficiency. * * * In June 2012, Moody's Investors Service affirmed Horizon Lines' Corporate Family Rating and Probability of Default Rating at 'Caa2' and removed the 'LD' ("Limited Default") designation from the rating in recognition of the conversion to equity of the $228 million of Series A and Series B Convertible Senior Secured notes due in October 2017 ("Notes"). Moody's said the affirmation of the CFR and PDR considers that total debt has been reduced by the conversion of the Notes, but also recognizes the significant operating challenges that the company continues to face. IMPLANT SCIENCES: Files 2014 Conflict Minerals Report ----------------------------------------------------- Implant Sciences Corporation has evaluated its products and has determined that tantalum, tin, tungsten and gold, collectively "Conflict Minerals", as defined by the United States Securities and Exchange Commission, are necessary to the functionality or production of its products. During the calendar year 2014, the Company contracted for the manufacture of products and component parts used in the manufacture of its products which contain conflict minerals. Accordingly, the has filed with the SEC a Conflict Minerals Report to disclose the measures it has taken to determine the origin of the conflict minerals used in its products. "We undertook a reasonable country of origin inquiry in 2014 regarding conflict minerals used in our products. That reasonable country of origin inquiry was designed to determine whether those conflict minerals contained in our products originated in the Democratic Republic of the Congo or an adjoining country, collectively "DRC" or arose from scrap or recycled sources that may have originated in the DRC. We exercised due diligence regarding the source and chain of custody of our conflict minerals utilizing a nationally recognized due diligence framework. Currently, we do not have sufficient information from our suppliers or other sources to determine the country origin of the conflict minerals in our products or identify the facilities used to process those conflict minerals. Therefore, we are unable, after exercising due diligence, to determine whether our products that contain conflict minerals may have originated from the DRC. As such, our products produced in calendar year 2014 are DRC Conflict Undeterminable," according to the filing. A copy of the Conflict Minerals Report is available at: http://is.gd/RLifrK About Implant Sciences Implant Sciences Corporation (OBB: IMSC.OB) -- http://www.implantsciences.com/-- develops, manufactures and sells sensors and systems for the security, safety and defense (SS&D) industries. As of March 31, 2015, the Company had $8.73 million in total assets, $83.5 million in total liabilities and a $74.8 million total stockholders' deficit. Marcum LLP, in Boston, Massachusetts, issued a "going concern" qualification on the consolidated financial statements for the year ended June 30, 2014. The independent auditors noted that the Company has had recurring net losses and continues to experience negative cash flows from operations. As of Sept. 23, 2014, the Company's principal obligation to its primary lenders was approximately $53.4 million and accrued interest of approximately $10.2 million. The Company is required to repay all borrowings and accrued interest to these lenders on March 31, 2015. These conditions raise substantial doubt about its ability to continue as a going concern. IMRIS INC: Asks Court to Enforce Automatic Stay ----------------------------------------------- IMRIS Inc. and its affiliated debtors ask the U.S. Bankruptcy Court for the District of Delaware to enter an order (i) confirming the enforcement of the Bankruptcy Code's automatic stay provisions; (ii) confirming the Debtors' authority with respect to postpetition operation of their businesses; and (iii) confirming the status of the Debtors' non-filing subsidiaries and affiliates. R. Craig Martin, Esq., at DLA Piper LLP (US), relates that the very nature of the Debtors' operations means that the Debtors and their property are subject to dealings with foreign counterparties in any number of jurisdictions on a daily basis. Indeed, as of the Petition Date, the Debtors' customer installations were located in jurisdictions as diverse as Canada, Belgium, Germany, India, Singapore and China. To continue to serve their customers around the world, it is critical that vendors, customers, and other counterparties understand the nature of the Debtors' reorganization proceedings, their scope, and the protections that are afforded to the Debtors under the Bankruptcy Code. Mr. Martin notes that the Debtors' foreign creditors and counterparties may be generally unfamiliar with the process of a chapter 11 reorganization, the structure of the Bankruptcy Code and the authorization it provides for postpetition operation of the Debtors' businesses. Particularly where creditors may only be familiar with Asian or European creditor protection proceedings with their focus on liquidation, such creditors may inaccurately believe that the Debtors are no longer operating or that an administrator or liquidator has been appointed and that the Debtors are no longer in control of their operations. Without a basis for understanding, the authorization the Bankruptcy Code provides for continued operation of the business, the Debtors believe that many of their foreign customers, counterparties and other constituents would be unwilling to continue to deal with the Debtors, to the detriment of their businesses and prospects for reorganization. In addition, the Debtors, Mr. Martin relates, have operations managed by foreign subsidiaries which are not Debtors and will continue to operate outside of this Court's protection. These international subsidiaries include IMRIS (Europe) SPRL (incorporated in Belgium), IMRIS Germany GMBH (incorporated in Germany), IMRIS India Private Limited (incorporated in India), IMRIS Singapore Pte. Ltd. (incorporated in Singapore), IMRIS KK (incorporated in Japan) and IMRIS Medical Technology Service Beijing Co., Ltd. (incorporated in China), and may have contractual relationships with counterparties in these jurisdictions and elsewhere around the world. Many of the international creditors and counterparties that transact with these entities may not appreciate or understand the distinction between the Debtors and their non-debtor subsidiaries and affiliates, and may question these subsidiaries' authority or ability to make pre-petition payments or take other actions that a Debtor may be unable to take without court authority. IMRIS INC: Court Issues Joint Administration Order -------------------------------------------------- Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the District of Delaware issued an order directing joint administration of the Chapter 11 cases of IMRIS, Inc., and NeuroArm Surgical Ltd., under lead case no. 15-11133. About IMRIS Inc. Based in Minnetonka, Minnesota, IMRIS Inc. and its affiliated companies design, manufacture and market image guided therapy systems. IMRIS's VISIUS Surgical Theatre systems enhance the effectiveness magnetic resonance systems, x-ray fluoroscopy systems, and computed tomography (CT) systems in medical procedures. IMRIS and its affiliated companies commenced Chapter 11 bankruptcy cases (Bankr. D. Del. Lead Case No. 15-11133) in Delaware on May 25, 2015. The Debtors tapped the law firms of DLA Piper LLP (US) and DLA Piper (Canada) LLP as counsel; Imperial Capital, LLC, as investment banker, FTI Consulting, Inc.'s Andrew Hinkelman as chief restructuring officer; and Kurtzman Carson Consultants LLC as claims and noticing agent. IMRIS estimated $10 million to $50 million in assets and liabilities. IMRIS INC: Has Authority to Hire KCC as Claims & Noticing Agent --------------------------------------------------------------- Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the District of Delaware authorized IMRIS, Inc., and NeuroArm Surgical Ltd., to employ Kurtzman Carson Consultants LLC as claims and noticing agent. The Debtors engaged KCC to act as their claims and noticing agent to assume full responsibility for the distribution of notices and maintenance, processing, and docketing of proofs of claims filed in the Chapter 11 case. Prior to the Petition Date, the Debtors provided KCC a retainer in the amount of $10,000. The rates to be charged by KCC for its consulting services and other services, noticing services and claims filing services are set forth in the "KCC Fee Structure". The KCC Fee Structure was not included in filings submitted by the Debtors with the Bankruptcy Court. Evan Gershbein, senior vice president of corporate restructuring services of KCC, attests that KCC is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached at: KURTZMAN CARSON CONSULTANTS LLC 2335 Alaska Ave. El Segundo, CA 90245 Attn: Drake D. Foster Tel: (310) 823-9000 Fax: (310) 823-9133 E-mail: dfoster@kccllc.com About IMRIS Inc. Based in Minnetonka, Minnesota, IMRIS Inc. and its affiliated companies design, manufacture and market image guided therapy systems. IMRIS's VISIUS Surgical Theatre systems enhance the effectiveness magnetic resonance systems, x-ray fluoroscopy systems, and computed tomography (CT) systems in medical procedures. IMRIS and its affiliated companies commenced Chapter 11 bankruptcy cases (Bankr. D. Del. Lead Case No. 15-11133) in Delaware on May 25, 2015. The Debtors tapped the law firms of DLA Piper LLP (US) and DLA Piper (Canada) LLP as counsel; Imperial Capital, LLC, as investment banker, FTI Consulting, Inc.'s Andrew Hinkelman as chief restructuring officer; and Kurtzman Carson Consultants LLC as claims and noticing agent. IMRIS estimated $10 million to $50 million in assets and liabilities. IMRIS INC: Wants to Be Recognized as Foreign Representative ----------------------------------------------------------- IMRIS Inc. and its affiliated debtors ask the U.S. Bankruptcy Court for the District of Delaware to authorize IMRIS to act as foreign representative on behalf of the Debtors' estates in any judicial or other proceeding in a foreign country, including in Canadian proceedings. The Debtors include two Canadian corporations: IMRIS Inc. and NeuroArm Surgical Ltd. These Canadian entities own certain assets, including all or substantially all of the Debtors' intellectual property, incur certain costs related to Canadian service contracts and other corporate entity charges. In addition, the Canadian entities employ approximately 5 of the Debtors' employees. In order to ensure an orderly wind down of the Debtors' operations in Canada as well as the efficient liquidation of the Debtors' Canadian assets, the Debtors intend to commence ancillary proceedings in Canada requesting that the Manitoba Court of Queen's Bench recognize the Debtors' chapter 11 cases as a "foreign main proceeding" under the applicable provisions of the Companies' Creditors Arrangement Act (Canada), R.S.C. 1985, c. C-36 (as amended, the "CCAA"). Section 46(2) of the CCAA provides that a recognition application under the CCAA must be accompanied by, among other things, a "certified copy of the instrument, however designated, authorizing the foreign representative to act in that capacity or a certificate from the foreign court affirming the foreign representative's authority to act in that capacity." About IMRIS Inc. Based in Minnetonka, Minnesota, IMRIS Inc. (NASDAQ: IMRS; TSX: IM) -- http://www.imris.com/-- designs, manufactures and markets image guided therapy systems. IMRIS's VISIUS Surgical Theatre systems enhance the effectiveness magnetic resonance systems, x-ray fluoroscopy systems, and computed tomography (CT) systems in medical procedures. IMRIS and its affiliated companies commenced Chapter 11 bankruptcy cases (Bankr. D. Del. Lead Case No. 15-11133) in Delaware on May 25, 2015, with a deal to sell to Deerfield Management Company, L.P., for a credit bid of $9.50 million, absent higher and better offers. The Debtors tapped the law firms of DLA Piper LLP (US) and DLA Piper (Canada) LLP as counsel; Imperial Capital, LLC, as investment banker, FTI Consulting, Inc.'s Andrew Hinkelman as chief restructuring officer; and Kurtzman Carson Consultants LLC as claims and noticing agent. IMRIS estimated $10 million to $50 million in assets and liabilities. ISTAR FINANCIAL: Stockholders Elect Six Directors ------------------------------------------------- iStar Financial Inc. held its 2015 annual meeting of shareholders on June 1, 2015, at which the stockholders, among other things: (i) elected Jay Sugarman, Robert W. Holman, Jr., Robin Josephs, John G. McDonald, Dale Anne Reiss and Barry W. Ridings to the Company's board of directors; (ii) ratified the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending Dec. 31, 2015; and (iii) approved, on a non-binding advisory basis, the compensation of the Company's named executive officers. About iStar Financial New York-based iStar Financial Inc. (NYSE: SFI) provides custom- tailored investment capital to high-end private and corporate owners of real estate, including senior and mezzanine real estate debt, senior and mezzanine corporate capital, as well as corporate net lease financing and equity. The Company, which is taxed as a real estate investment trust, provides innovative and value added financing solutions to its customers. iStar Financial reported a net loss allocable to common shareholders of $33.72 million in 2014, a net loss allocable to common shareholders of $155.76 million in 2013 and a net loss allocable to common shareholders of $272.99 million in 2012. As of March 31, 2015, the Company had $5.65 billion in total assets, $4.41 billion in total liabilities, $13.2 million in redeemable noncontrolling interests, and $1.21 billion in total equity. * * * As reported by the TCR on June 26, 2014, Fitch Ratings had affirmed the Issuer Default Rating (IDR) of iStar Financial at 'B'. The 'B' IDR is driven by improvements in the company's leverage, continued demonstrated access to the capital markets and new sources of growth capital and material reductions in non- performing loans (NPLs). As reported by the TCR on Oct. 5, 2012, Standard & Poor's Ratings Services affirmed its 'B+' long-term issuer credit rating on iStar Financial. In October 2012, Moody's Investors Service upgraded the corporate family rating to 'B2' from 'B3'. The current rating reflects the REIT's success in extending near term debt maturities and improving fundamentals in commercial real estate. The ratings on the October 2012 senior secured credit facility takes into account the asset coverage, the size and quality of the collateral pool, and the term of facility. J. CREW: Debt Trades at 9% Off ------------------------------ Participations in a syndicated loan under which J. Crew is a borrower traded in the secondary market at 91.04 cents-on-the- dollar during the week ended Friday, May 29,2015, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in the June 2, 2015 edition of The Wall Street Journal. This represents a decrease of 0.57 percentage points from the previous week, The Journal relates. J. Crew pays 300 basis points above LIBOR to borrow under the facility. The bank loan matures on February 27, 2021, and carries Moody's B2 rating and Standard & Poor's B- rating. The loan is one of the biggest gainers and losers among 274 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. JASON INDUSTRIES: Dronco Deal No Impact on Moody's Ratings ---------------------------------------------------------- Moody's says that Jason Industries, Inc.'s acquisition of DRONCO GmbH on May 29, 2015 is credit positive but does not currently impact the ratings of its wholly-owned subsidiary Jason Holdings, Inc. I -- B2 Corporate Family Rating and stable rating outlook. Jason Industries, Inc., headquartered in Milwaukee, Wisconsin, is a diversified manufacturing company serving the finishing, seating, acoustics and components end markets. Revenue in 2014 was $702 million. JUHL ENERGY: Incurs $545K Net Loss in First Quarter --------------------------------------------------- Juhl Energy, Inc., filed its quarterly report on Form 10-Q, disclosing a net loss of $545,000 on $3.42 million of revenues for the three months ended Mar. 31, 2015, compared with a net loss of $1.31 million on $3.13 million of revenue for the same period last year. The Company's balance sheet at Mar. 31, 2015, showed $30.7 million in total assets, $34.6 million in total liabilities, and a stockholders' deficit of $3.81 million. The Company currently has negative working capital, negative stockholder's equity, a history of recurring losses and recurring negative cash flow from operating activities, and has not yet established a source of cash funding to retire obligations coming due within the next twelve months, namely the Company will need to find additional sources of capital to fund the balloon payment of Airdrie Partners note obligation which has been assigned. Additionally, the Company was unable to meet profitability and revenue growth expectations with its JTS subsidiary and, as a result, it was decided in late 2014 to discontinue the operations of this subsidiary. These factors raise substantial doubt about the Company's ability to continue as a going concern, according to the regulatory filing. A copy of the Form 10-Q is available at: http://is.gd/v8SzPB Juhl Energy, Inc., is one of the established leaders in the clean and renewable-energy industry focused on community wind power development, management and ownership throughout the United States. Juhl Energy currently has 19 projects with an aggregate wind power generating capacity of approximately 200 MW. KID BRANDS: Exclusive Period to File Plan Extended Until July 13 ---------------------------------------------------------------- The U.S. Bankruptcy Court for the District of New Jersey granted Kid Brands, Inc., et al., an extension of their exclusive period to file Chapter 11 plan until July 13, 2015, and the period to solicit acceptances for that plan until Sept. 14. In seeking a third extension, the Debtors explained that after a comprehensive marketing process, they have sold substantially all of the assets of debtors Sassy, Inc., Kids Line, LLC, CoCaLo, Inc., and certain intellectual property and inventory of LaJobi, Inc. The Debtors have devoted significant amounts of time to these sales, which involved overseeing an extensive marketing process, negotiating with potential purchasers, negotiating with the secured parties, preparing and negotiating the terms of asset purchase agreements, cooperating with the consumer privacy ombudsman, drafting and negotiating the terms of orders approving the sales and appearing in Court to obtain approval of the sales. The Debtors' attorneys can be reached at: Kenneth A. Rosen, Esq. Steven M. Skolnick, Esq. S. Jason Teele, Esq. Nicole Stefanelli, Esq. Anthony De Leo, Esq. LOWENSTEIN SANDLER LLP 65 Livingston Avenue Roseland, NJ 07068 Tel: (973) 597-2500 Fax: (973) 597-2400 About Kid Brands Based in Rutherford, New Jersey, Kid Brands, Inc., is a designer, importer, marketer, and distributor of infant and juvenile consumer products. Its operating subsidiaries consist of Kids Line, LLC, CoCaLo, Inc., Sassy, Inc., and LaJobi, Inc. Providing "everything but the baby" for a child's nursery, the company sells infant bedding and accessories under the Kids Line and CoCaLo brands; nursery furniture under the LaJobi brand; and baby care items under the Kokopax and Sassy brands. Citing their inability to raise capital due to contingent liabilities and operational issues, Kid Brands and six of its U.S. subsidiaries each filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Lead Case No. 14-22582) on June 18, 2014. To preserve the value of their assets, the Debtors are pursuing a sale of the assets pursuant to Section 363 of the Bankruptcy Code. Judge Donald H. Steckroth oversees the cases. The Debtors have sought and obtained an order directing joint administration of their Chapter 11 cases. Lowenstein Sandler LLP serves as the Debtors' counsel. PricewaterhouseCoopers LLP is the Debtors' financial advisor. GRL Capital Advisors acts as the Debtors' restructuring advisors. GRL's Glenn Langberg served as the Debtors' chief restructuring officer. Mr. Langberg also oversaw the bankruptcy and sales of Big M Inc., operator of the Mandee and Annie Sez stores. Rust Consulting/Omni Bankruptcy is the Debtors' claims and noticing agent. Salus Capital Partners LLC and Sterling National Bank have committed to provide up to $49 million in DIP financing to the Debtors. KMC REAL ESTATE: Plan Confirmation Orders Affirmed -------------------------------------------------- District Judge Sarah Evans Barker affirmed the approval of the confirmation orders in the case captioned KMC REAL ESTATE INVESTORS, LLC, Debtor, KENTUCKIANA MEDICAL CENTER, LLC Debtor - Consolidated Party re 4:13-cv-181-SEB-WGH, In Re: KMC REAL ESTATE INVESTORS, LLC Debtor, In Re: KENTUCKIANA MEDICAL CENTER, LLC Debtor - Consolidated Party re 413-cv-181-SEB-WGH. The appellate case is, ABDUL G. BURIDI, Appellant, v. KMC REAL ESTATE INVESTORS, LLC, et al. Appellees. NANCY J. GARGULA U.S. Trustee, Trustee, NO. 4:13-CV-00179-SEB-WGH (S.D. Ind.). On August 19, 2013, the bankruptcy court confirmed each of the Third Amended Plans of Reorganization of debtors KMC Real Estate Investors, LLC ("KMCREI") and its affiliate Kentuckiana Medical Center, LLC ("KMC"). Under the KMC Plan, all pre-confirmation equity membership interests in KMC were cancelled on the effective date of the KMC Plan, and the Exit Investor, RL BB Financial, LLC, acquired 100% of the new membership interest in KMC. Under the KMCREI Plan, all membership interests in KMCREI were cancelled and originally provided that 80% of the new membership interests in the reorganized KMCREI would be issued to the Exit Investor while the remaining 20% of the new membership interests were to be issued to Drs. Christodulos Stavens, Eli Hallal, Jeffrey Campbell, and Renato LaRocca. The Plan was later amended to address concerns that the 20% equity distribution could create possible violations of healthcare law. Dr. Abdul G. Buridi appealed the bankruptcy court's approval of the confirmation orders, arguing the following errors committed by the bankruptcy court: (a) improper delegation of judicial authority when the bankruptcy court ceded its authority to the Exit Investor to determine whether distribution of equity to the four physicians would violate federal healthcare laws; (b) automatic post-confirmation amendment; (c) substantive consolidation; (d) contravention of the feasibility requirement (e) allowing "material" modifications of the injunction set forth in the KMC Plan; and (f) that the equity distribution set forth in the KMREI Plan violates $1129(b). Judge Barker, however, held that Dr. Buridi failed to establish the errors he imputed to the bankruptcy court. In her May 8, 2015 order, which is available at http://is.gd/FAiG63from Leagle.com, Judge Barker affirmed the bankruptcy court's confirmation of the KMC and KMCREI Plans. KMC REAL ESTATE INVESTORS, LLC, Debtor, In Re, represented by Courtney E. Chilcote, TUCKER, HESTER, BAKER & KREBS. ABDUL G. BURIDI, Appellant, represented by Miles S. Apple, PITT & FRANK PSC. KMC REAL ESTATE INVESTORS, LLC, Appellee, represented by Bradley J. Buchheit, TUCKER, HESTER, BAKER & KREBS, Courtney E. Chilcote, TUCKER, HESTER, BAKER & KREBS & David Ralph Krebs, TUCKER HESTER BAKER & KREBS, LLC. KENTUCKIANA MEDICAL CENTER, LLC, Consolidated Party re 4:13-cv-181-SEB-WGH, Appellee, represented by David Marcus Cantor -- cantor@derbycitylaw.com -- SEILLER WALTERMAN LLC, Neil C. Bordy -- bordy@derbycitylaw.com -- SEILLER WALTERMAN LLC & Tyler R. Yeager, SEILLER WATERMAN LLC. NANCY J. GARGULA, U.S. Trustee, Trustee, represented by Laura A. DuVall, OFFICE OF THE U.S. TRUSTEE. About KMC Real Estate Investors, LLC Clarksville, Indiana-based KMC Real Estate Investors LLC owns certain real property located in Clark County, Indiana, commonly known as 4601 Medical Plaza Way, Clarksville, Indiana. The Company filed for Chapter 11 bankruptcy protection (Bankr. S.D. Ind. Case No. 11-90930) on April 1, 2011. Gary Lynn Hostetler, Esq., and Courtney Elaine Chilcote, Esq., at Hostetler & Kowalik, P.C., in Indianapolis, Indiana, serve as the Debtor's bankruptcy counsel. The Debtor disclosed it has undetermined assets and $24.8 million in liabilities as of the Chapter 11 filing. Affiliate Kentuckiana Medical Center, LLC, previously sought Chapter 11 protection (Bankr. S.D. Ind. Case No. 10-93039) on Sept. 9, 2010. KMC, an entity affiliated with KMCREI, was formed by Cardiovascular Hospitals of America, LLC and Kentuckiana Investors, LLC ("KI") to operate a for-profit, physician-owned acute care hospital located in Clarksville. Both KMC and KMCREI each obtained confirmation of their respective plans of reorganization in June 2012 but were unable to consummate the plans when their investors refused to fund the reorganization. LIFE TIME FITNESS: S&P Keeps BB- Rating on Upsized $1.5BB Sec. Debt ------------------------------------------------------------------- Standard & Poor's Ratings Services said its ratings on Chanhassen, Minn.-based fitness center operator Life Time Fitness Inc.'s senior secured and senior unsecured debt remain the same following the company's $150 million increase of its senior secured term loan B and $150 million reduction of its senior unsecured notes. The senior secured credit facility, consisting of a $250 million revolving credit facility due 2020 and a $1.25 billion term loan B due 2022, is rated 'BB-', with a recovery rating of '1', which indicates S&P's expectation of very high (90% to 100%) recovery for lenders in the event of a payment default. Life Time Fitness's $450 million senior unsecured notes due 2023 is rated 'CCC+', with a recovery rating of '6', which indicates S&P's expectation for negligible (0%-10%) recovery of principal in the event of payment default. Although the increased term loan B reduces recovery prospects for first-lien lenders, they remain at the low end of the 90% to 100% range in line with a '1' recovery rating. Also, the changes in the issuance levels are leverage neutral, and as a result, the 'B' corporate credit rating remains unchanged and the rating outlook remains stable. RECOVERY ANALYSIS Key analytical factors: S&P's 'BB-' issue-level rating and '1' recovery rating on Life Time Fitness's upsized $1.5 billion senior secured credit facility remain unchanged, indicating S&P's expectation for very high (90%-100%) recovery for lenders in the event of a default. In addition, S&P's 'CCC+' issue-level rating and '6' recovery rating on Life Time Fitness's $450 million senior unsecured notes remain unchanged, indicating S&P's expectation for negligible (0%-10%) recovery for lenders in the event of a default. S&P's simulated default scenario contemplates a default occurring in 2018, reflecting a substantial decline in cash flow due to prolonged economic weakness and increased competitive pressures, contributing to severe customer attrition. S&P believes that if the company were to default, it would continue to have a viable business model, given Life Time Fitness's high-end full service clubs, and the good quality of its real estate. As a result, S&P believes that lenders would achieve greater value through reorganization than through a liquidation of the business. S&P assumes a reorganization following default using an emergence EBITDA multiple of 7x to value the company. The 7x multiple reflects the company's high quality owned fitness clubs, many of which S&P believes could be converted to office space in a default scenario, making the owned portfolio attractive to a larger potential pool of buyers. Simulated default assumptions: -- Simulated year of default: 2018 -- EBITDA at emergence: $255 million -- EBITDA multiple: 7x -- LIBOR at default: 2.75% -- Margin rise on the credit facility: 2% -- Revolver is 85% drawn at the time of default Simplified waterfall: -- Net enterprise value (after 5% admin. expenses): $1.7 billion -- Priority claims: $331 million -- Secured first-lien debt: $1.48 billion --Recovery expectations: 90% to 100% -- Senior unsecured debt: $466 million --Recovery expectations: 0% to 10% RATINGS LIST Life Time Fitness Inc. Corporate Credit Rating B/Stable/-- $250 mil. revolver due 2020 Senior Secured BB- Recovery Rating 1 $1.25 billion term loan B due 2022 Senior Secured BB- Recovery Rating 1 $450 mil. notes due 2023 Senior Unsecured CCC+ Recovery Rating 6 LSI RETAIL II: Files Full-Payment Plan; Dick Trust Objects ---------------------------------------------------------- LSI Retail II, LLC, filed with the U.S. Bankruptcy Court for the District of Colorado a proposed plan of reorganization that provides for the payment of secured and unsecured claims in full with interest at the closing on the sale of its two parcels of real property or on the effective date of the Plan. The Debtor has entered into a purchase and sale agreement with SUSO 4 Roxborough, LP, for the sale of the Debtor's properties in Littleton, Colorado and Douglas County, Colorado, to SUSO for $15,618,000. The Debtor estimates that it owes creditors the following amounts as of the Petition Date: * Douglas County Treasurer's Office's $317,990 secured claim; * 3NP, LLC's $203,690 secured claim; * State Farm Life Insurance Co.'s $11,950,434 secured claim; and * Unsecured claims totaling $26,505. The holders of prepetition equitable interests in the Debtor will retain their interests following confirmation of the Plan. Holders of equity interests will only receive payment after all allowed claims are paid in full. The Plan has not "impaired" creditor claims so creditors won't be entitled to vote on the Plan. The Debtor said it has not filed a disclosure statement because it is not soliciting votes on the Plan. The Debtor immediately filed a motion seeking confirmation of the Plan. A copy of the Plan filed April 23, 2015, is available for free at: http://bankrupt.com/misc/LSI_Retail_Ch11_Plan.pdf Non-Controlling Owners Object Manor House Trust, Dick Family Trust No. 1, and Dick Family Trust No. 2 contend that the Debtor has filed to show by a preponderance of the evidence that the Plan complies with all applicable provisions of 11 U.S.C. Sec. 1129. The objectors note, among other things, that: -- The Plan provides for the assumption and assignment of substantially all of its unexpired real property leases but the Debtor did not include its tenants in the creditor matrix; -- The Debtor has failed to allow any creditor, including the Manor House Trust (as the beneficial owner of 3NP, LLC) to credit bid its debt; -- The Debtor's liquidating plan provides for a discharge of all of its debts, which is contrary to 11 U.S.C. Sec. 1141(d)(3); -- Alan Fishman, through the Debtor, is attempting to sell off a valuable asset in which the Manor House Trust and the Dick Family Trusts Nos. 1 and 2 have a vested interest; and -- The Debtor's Plan appears to require unsecured creditors to release claims they may have against third parties, including Mr. Fishman under state law. The Dick Family Trust No. 1 and the Dick Family Trust No. 2 each own 49.5% of Land Securities Investors, Ltd. ("LSI"). LSI owns 99% of the Debtor. The Manor House Trust is the beneficial owner of 3NP, LLC, which is listed a secured creditor. The Dick Family Trust No. 1 and The Dick Family Trust No. 2 (and their respective beneficiaries) have been in litigation with Alan Fishman, Richard Wigley, Sunset, 3NP, LLC and Pantrust International, S.A. (the "Trust Litigation"). The issues over whether Mr. Fishman owes fiduciary duties to the Dick Family Trusts are now set for trial in October of 2015. Moreover, the District Court, City and County of Denver, Colorado has already ruled that the Dick Family Trusts have standing to sue as limited partners of LSI. The Dick Parties are represented by: BUECHLER LAW OFFICE, L.L.C. Kenneth J. Buechler, Esq. 1621 18th Street, Suite 260 Denver, Colorado 80202 Tel: 720-381-0045 Fax: 720-381-0382 E-mail: ken@kjblawoffice.com Sale Approved, Plan Deferred According to the minutes of the May 27 hearing, the bankruptcy judge has approved the sale of the properties to SUSO. As for the Plan, the Court ordered the Debtor to file and serve a disclosure statement, along with a motion requesting a single hearing on confirmation of the Plan and the adequacy of the disclosure statement. About LSI Retail II, LLC LSI Retail II, LLC owns real property identified as 8351-8361 N. Rampart Range Road, Littleton, Colorado 80125 and 1.2 acres of undeveloped land located on Waterton Canyon Road, Douglas County, Colorado. The company is controlled by Alan R. Fishman, through Sunset Management Services. LSI Retail II filed a Chapter 11 bankruptcy petition (Bank. D. Colo. Case No. 15-13375) on April 2, 2015. The petition was signed by Mr. Fishman, as president of manager Sunset Management. The case has been reassigned to Judge Michael E. Romero from Judge Sidney B. Brooks. The Debtor estimated assets and debt of $10 million to $50 million. Jeffrey Weinman, Esq., at Weinman & Associates, P.C., serves as the Debtor's counsel. LSI RETAIL II: Wins Approval to Sell Assets for $15.6MM ------------------------------------------------------- LSI Retail II, LLC, sought and obtained approval from the U.S. Bankruptcy Court for the District of Colorado to sell its real properties to SUSO 4 Roxborough, LP, for $15,618,000. Judge Michael E. Romero on May 27 entered an order authorizing the Debtor to sell its real property identified as 8351-8361 N. Rampart Range Road, Littleton, Colorado 80125 and 1.2 acres of undeveloped land located on Waterton Canyon Road, Douglas County, Colorado, to SUSO 4 Roxborough free and clear of liens and encumbrances and claims of third parties. The Debtor said the Purchaser is non-inside third party who is purchasing the real property in an arm's-length transaction and in good faith from the Debtor. The Debtor is authorized to pay the allowed secured claim of the holders of the deeds of trust on the real property and unpaid pre-petition real property taxes at the closing on the sale of the real property. The Debtor also won approval to pay its broker a commission of 2.5% of the total gross sale price at closing. Pursuant to the terms of a Listing Contract, the Debtor has agreed to pay Mountain High Real Estate Advisors, Inc., as broker, a real estate commission of 2.5% of the gross sales price. The Debtor has agreed to indemnify, defend and hold the Purchaser harmless from any litigation that is identified as the "Trust Litigation" which involves the Debtor and The Dick Family Trust No. 1 and The Dick Family Trust No. 2. The Court has authorized the Debtor to: -- place $100,000 of the proceeds from the sale of the Real Property in escrow with the Escrow Agent in connection with the Trust Litigation; -- place $250,000 from the proceeds of the sale of the Real Property in escrow, if required, with the title company issuing title insurance in connection with the sale to indemnify against any claims which might be made by the Dick Family Trust No. 1, Dick Family Trust No. 2 or the Manor House Trust. About LSI Retail II, LLC LSI Retail II, LLC owns real property identified as 8351-8361 N. Rampart Range Road, Littleton, Colorado 80125 and 1.2 acres of undeveloped land located on Waterton Canyon Road, Douglas County, Colorado. The company is controlled by Alan R. Fishman, through Sunset Management Services. LSI Retail II filed a Chapter 11 bankruptcy petition (Bank. D. Colo. Case No. 15-13375) on April 2, 2015. The petition was signed by Mr. Fishman, as president of manager Sunset Management. The case has been reassigned to Judge Michael E. Romero from Judge Sidney B. Brooks. The Debtor estimated assets and debt of $10 million to $50 million. Jeffrey Weinman, Esq., at Weinman & Associates, P.C., serves as the Debtor's counsel. METROPOLITAN HEALTH: S&P Cuts Rating on $127.8MM Bonds to 'BB' -------------------------------------------------------------- Standard & Poor's Ratings Services lowered its long-term rating to 'BB' from 'BB+' on the Kent Hospital Finance Authority, Mich.'s $127.880 million series 2005A hospital revenue bonds, issued for Metropolitan Health Corp. (Metro Health). The outlook is stable. "The rating action reflects the application of our U.S. not-for-profit acute care stand-alone hospital criteria published Dec. 15, 2014 on RatingsDirect," said Standard & Poor's credit analyst Brian Williamson. The rating reflects S&P's assessment of Metro Health's adequate enterprise profile and vulnerable financial profile. Metro Health's enterprise profile is driven by the consistent economic fundamentals of Kent County, while its financial profile is driven by its weak liquidity and financial flexibility debt levels. The rating also reflects S&P's view of turmoil in the leadership team as Metro Health works toward affiliating with Community Health Systems. The 'BB' rating further reflects S&P's view of Metro Health's overall weak balance sheet ratios, drop in liquidity in the first half of fiscal 2015, and relatively high concentration of governmental reimbursement. The stable outlook reflects S&P's assessment of Metro Health's stable market position, good operating results, and sufficient debt service coverage. MGM RESORTS: Stockholders Elect 11 Directors -------------------------------------------- MGM Resorts International held its annual meeting of stockholders on May 28, 2015, at which stockholders: (1) elected Robert H. Baldwin, William A. Bible, Mary Chris Gay, William W. Grounds, Alexis M. Herman, Roland Hernandez, Anthony Mandekic, Rose McKinney-James, James J. Murren, Gregory M. Spierkel and Daniel J. Taylor; (2) ratified the selection of Deloitte & Touche LLP as the independent registered public accounting Firm for the year ending Dec. 31, 2015; and (3) approved, on an advisory basis, the compensation of the Company's named executive officers. About MGM Resorts MGM Resorts International (NYSE: MGM) a global hospitality company, operating a portfolio of destination resort brands including Bellagio, MGM Grand, Mandalay Bay and The Mirage. The Company also owns 51% of MGM China Holdings Limited, which owns the MGM Macau resort and casino and is in the process of developing a gaming resort in Cotai, and 50% of CityCenter in Las Vegas, which features ARIA resort and casino. For more information about MGM Resorts International, visit the Company's Web site at www.mgmresorts.com. MGM Resorts reported a net loss attributable to the Company of $156.60 million in 2013 following a net loss attributable to the Company of $1.76 billion in 2012. Bankruptcy Warning The Company stated in its 2013 Annual Report, "The agreements governing our senior secured credit facility and other senior indebtedness contain restrictions and limitations that could significantly affect our ability to operate our business, as well as significantly affect our liquidity, and therefore could adversely affect our results of operations. Covenants governing our senior secured credit facility and certain of our debt securities restrict, among other things, our ability to: * pay dividends or distributions, repurchase or issue equity, prepay certain debt or make certain investments; * incur additional debt; * incur liens on assets; * sell assets or consolidate with another company or sell all or substantially all assets; * enter into transactions with affiliates; * allow certain subsidiaries to transfer assets; and * enter into sale and lease-back transactions. Our ability to comply with these provisions may be affected by events beyond our control. The breach of any such covenants or obligations not otherwise waived or cured could result in a default under the applicable debt obligations and could trigger acceleration of those obligations, which in turn could trigger cross defaults under other agreements governing our long-term indebtedness. Any default under our senior secured credit facility or the indentures governing our other debt could adversely affect our growth, our financial condition, our results of operations and our ability to make payments on our debt, and could force us to seek protection under the bankruptcy laws." * * * As reported by the TCR on Nov. 14, 2011, Standard & Poor's Ratings Services raised its corporate credit rating on MGM Resorts International to 'B-' from 'CCC+'. In March 2012, S&P revised the outlook to positive from stable. "The revision of our rating outlook to positive reflects strong performance in 2011 and our expectation that MGM will continue to benefit from the improving performance trends on the Las Vegas Strip," S&P said. In March 2012, Moody's Investors Service affirmed its B2 corporate family rating and probability of default rating. The affirmation of MGM's B2 Corporate Family Rating reflects Moody's view that positive lodging trends in Las Vegas will continue through 2012 which will help improve MGM's leverage and coverage metrics, albeit modestly. Additionally, the company's declaration of a $400 million dividend ($204 million to MGM) from its 51% owned Macau joint venture due to be paid shortly will also improve the company's liquidity profile. The ratings also consider MGM's recent bank amendment that resulted in about 50% of its $3.5 billion senior credit facility being extended one year from 2014 to 2015. As reported by the TCR on Sept. 29, 2014, Fitch Ratings has upgraded MGM Resorts International's (MGM) and MGM China Holdings Ltd's (MGM China) IDRs to 'B+' from 'B' and 'BB' from 'BB-', respectively. Fitch's upgrade of MGM's IDR to 'B+' and the Positive Outlook reflect the company's strong performance on the Las Vegas Strip and in Macau as well as Fitch's longer-term positive outlooks for these markets. MIDSTATES PETROLEUM: Issues $20 Million Third Lien Notes -------------------------------------------------------- Midstates Petroleum Company, Inc. and its wholly owned subsidiary Midstates Petroleum Company LLC issued approximately $20 million in aggregate principal amount of Senior Secured Third Lien Notes in a private placement in exchange for $26.547 million of the Issuers' 10.75% Senior Unsecured Notes due 2020 and $2.025 million of the Issuers' 9.25% Senior Unsecured Notes due 2021. The Additional Notes were issued under and are governed by an indenture dated May 21, 2015, among the Issuers and Wilmington Trust, National Association, as trustee. The Issuers entered into the Third Lien Indenture in connection with their issuance of $504.1 million in aggregate principal amount of Senior Secured Third Lien Notes on May 21, 2015. The Third Lien Indenture governs both the Additional Notes and the Initial Notes. The Additional Notes will be initially secured by third-priority liens on substantially all of the Issuers' assets that secure the Initial Notes and the Issuers' existing Senior Secured Second Lien Notes due 2020. The Third Lien Notes will have an interest rate of 12%, consisting of cash interest of 10% and paid-in-kind interest of 2% per annum and will mature on the earlier of June 1, 2020, and 12 months after the maturity date of the Company's revolving credit facility (including any extension or refinancing of such facility). The Third Lien Indenture contains customary terms, events of default and covenants relating to, among other things, the incurrence of debt, the payment of dividends or similar restricted payments, undertaking transactions with the Company's unrestricted affiliates and limitations on asset sales. Indebtedness under the Additional Notes may be accelerated in certain circumstances upon an event of default as set forth in the Third Lien Indenture. In connection with the Exchange, the purchaser of the Additional Notes joined the registration rights agreement dated May 21, 2015, previously entered into by the Issuers in connection with the issuance of the Initial Notes, pursuant to which the Issuers are obligated, within 270 days after the issuance of the Third Lien Notes, to file with the Securities and Exchange Commission under the Securities Act of 1933, as amended, a registration statement with respect to an offer to exchange the Additional Notes for substantially identical registered new notes of the Issuers. The Issuers will be obligated to pay liquidated damages consisting of additional interest on the Additional Notes if, within the periods specified in the agreement, they do not file the exchange offer registration statement or if certain other events occur. On May 21, 2015, the Issuers, SunTrust Bank, as priority lien agent, and Wilmington Trust, National Association, as second lien collateral agent and third lien collateral agent, entered into an intercreditor agreement to govern the relationship of the lenders under the Company's revolving credit facility and holders of the Second Lien Notes and Third Lien Notes with respect to collateral and certain other matters. Additionally, on May 21, 2015, the Company entered into a Third Lien Pledge and Security Agreement with Wilmington Trust, National Association, as collateral agent, relating to certain collateral matters. The Additional Notes will be governed by the existing Intercreditor Agreement and Third Lien Security Agreement. About Midstates Petroleum Company Midstates Petroleum Company, Inc. -- http://www.midstatespetroleum.com/-- is an independent exploration and production company focused on the application of modern drilling and completion techniques in oil and liquids-rich basins in the onshore U.S. Midstates' drilling and completion efforts are currently focused in the Mississippian Lime oil play in Oklahoma and Anadarko Basin in Texas and Oklahoma. The Company's operations also include the upper Gulf Coast tertiary trend in central Louisiana. Midstates reported net income of $117 million on $794 million of total revenues for the year ended Dec. 31, 2014, compared to a net loss of $344 million on $470 million of total revenues for the year ended Dec. 31, 2013. As of Dec. 31, 2014, the Company had $2.47 billion in total assets, $2 billion in total liabilities and $466 million in total stockholders' equity. The Company's independent auditor, Deloittee & Touche LLP, in Houston, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that Midstates' projected debt covenant violation and resulting lack of liquidity raise substantial doubt about its ability to continue as a going concern. * * * Midstates Petroleum carries a 'B' corporate credit rating from Standard & Poor's Ratings Services. As reported by the TCR on April 8, 2013, Moody's Investors Service affirmed Midstates Petroleum's 'B3' Corporate Family Rating. MOLYCORP INC: Moody's Lowers CFR to 'Ca', Outlook Negative ---------------------------------------------------------- Moody's Investor Service downgraded the corporate family rating of Molycorp, Inc. to Ca from Caa2, the probability of default rating to Ca-PD from Caa2-PD and the rating on the senior secured debt to Caa3 from B3. Moody's also affirmed the Speculative Grade Liquidity rating of SGL-4. The outlook is negative. The rating action follows the company's announcement that it has elected to take advantage of the 30 day grace period with respect to the $32.5 million semi-annual interest payment due June 1, 2015 on its senior secured notes. The company stated that it intends to use the grace period to continue to evaluate different options to restructure its capital structure. Downgrades: Issuer: Molycorp, Inc. -- Probability of Default Rating, Downgraded to Ca-PD from Caa2-PD -- Corporate Family Rating, Downgraded to Ca from Caa2 -- Senior Secured Regular Bond/Debenture (Local Currency), Downgraded to Caa3, LGD2 from B3, LGD2 Affirmations: -- Speculative Grade Liquidity Rating, Affirmed SGL-4 Outlook Actions: -- Outlook, Changed To Negative From Stable The downgrade reflects the continued pressure on the company's credit profile, and a capital structure that has become untenable. The ratings also reflect the expected recovery in the event of bankruptcy. The Ca corporate family rating continues to reflect the company's modest size and diversity, inherent volatility of the company's margins, high debt levels and weak liquidity. At the same time, the ratings are supported by the good resource base, potential for competitive cost structure once full capacity is achieved, and substantively reduced capex requirements going forward. Although Moody's acknowledge that Molycorp is the largest rare earths producer in the Western hemisphere and owns one of the world's largest, most developed rare earths projects outside of China, one of the key rating drivers is that China still produces most of the world's rare earths elements and the country's production and exporting behavior dictates market pricing. Given that the company is taking advantage of the grace period with respect to the interest payment due and is exploring options to restructure its capital structure, an upgrade isunlikely. However, the ratings or outlook could be favorably impacted if the company were able to significantly improve its operating performance and debt protection metrics. reduce its debt levels and/or improve cash flow generation. A downgrade would result should liquidity continue to deteriorate further and recovery in a restructuring results in a higher than expected loss to the creditors. Molycorp, Inc.'s ratings were assigned by evaluating factors that Moody's considers relevant to the credit profile of the issuer, such as the company's (i) business risk and competitive position compared with others within the industry; (ii) capital structure and financial risk; (iii) projected performance over the near to intermediate term; and (iv) management's track record and tolerance for risk. Moody's compared these attributes against other issuers both within and outside Molycorp, Inc.'s core industry and believes Molycorp, Inc.'s ratings are comparable to those of other issuers with similar credit risk. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. MOLYCORP INC: Prepares to File for Bankruptcy Protection -------------------------------------------------------- Matt Jarzemsky and John W. Miller, writing for The Wall Street Journal, reported that Molycorp Inc., the only U.S. miner and processor of rare-earths elements, plans to file for Chapter 11 bankruptcy protection as soon as this month to cut its $1.7 billion debt load, according to people familiar with the matter. The Greenwood Village, Colo.-based company is completing a plan that would involve senior bondholders exchanging some or all of their debt for ownership of the company, the Journal said, citing some of the people. It is exploring options such as an equity sale to junior creditors and shareholders to ensure the company would emerge in sound financial health, they added, the Journal related. 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. As of March 31, 2015, the Company had $2.49 billion in total assets, $1.78 billion in total liabilities and $709 million in total stockholders' equity. 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. The Troubled Company Reporter, on June 4, 2015, reported that Molycorp, Inc., has elected to take advantage of the 30-day grace period with respect to the $32.5 million semi-annual interest payment due June 1, 2015, on its 10% Senior Secured Notes due 2020, as provided for in the indenture governing the notes. * * * 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. MOUNTAIN GLACIER: Case Summary & 17 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Mountain Glacier LLC 308 Space Park South Nashville, TN 37211 Case No.: 15-03817 Chapter 11 Petition Date: June 3, 2015 Court: United States Bankruptcy Court Middle District of Tennessee (Nashville) Judge: Hon. Keith M Lundin Debtor's Counsel: William L Norton, III, Esq. BRADLEY ARANT BOULT CUMMINGS LLP PO Box 340025 Nashville, TN 37203 Tel: 615 252-2397 Fax: 615-252-6397 Email: bnorton@babc.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Jay Peterson, president. A list of the Debtor's 17 largest unsecured creditors is available for free at http://bankrupt.com/misc/tnmb15-03817.pdf MUSKEGON REDEVELOPMENT: Regains Apartment Building; In Chapter 11 ----------------------------------------------------------------- John S. Hausman, writing for Mlive.com, reports that the Hon. James W. Boyd of the U.S. Bankruptcy Court for the Western District of Michigan issued an order on June 1, 2015, compelling receiver Trigild Inc. to turn over the 126-unit Amazon apartment building in Muskegon, Michigan, to owner Muskegon Redevelopment Limited Dividend Housing Association Limited Partnership. According to Mlive.com, the ruling removes the Receiver, whom Muskegon County Probate Judge Neil G. Mullally appointed in January to control the apartment complex. Mlive.com says that Judge Boyd previously issued an order authorizing the reissuance of checks restoring security deposits to former tenants whose returned deposits had bounced due to the bankruptcy filing. Mlive.com relates that the Company filed for Chapter 11 bankruptcy protection (Bankr. W.D. Mich. Case No. 15-02406) on April 21, 2015, to try to stop foreclosure by the building's main creditor, MTGLQ Investors L.P., and to keep operating the apartment building. The Chapter 11 petition was signed by William Rhoten, vice president, Alliant Real Estate Investments, LLC. MTGLQ, Mlive.com recalls, sued the Company in July 2014 in Muskegon County court, seeking foreclosure and appointment of a receiver to control the property in the meantime. Court filings indicate that the Company defaulted on a multimillion-dollar loan that came due Oct. 1, 2012, although the owners claim they continued to make monthly mortgage payments until the 2014 foreclosure filing. Mlive.com reports that the Company, after filing for Chapter 11 protection, sought a federal court order restoring possession to itself while it tries to reorganize. MTGLQ objected to the motion, claiming that the Company "mismanaged" the property and that the Amazon is too deeply in debt to reorganize successfully, the report adds. Robert D. Gordon, Esq., John R. Stevenson, Esq., and Kristen M. Howard, Esq., at Clark Hill PLC, serve as the Company's bankruptcy counsel. The Company estimated its assets and debts at between $1 million and $10 million each. Muskegon Redevelopment Limited Dividend Housing Association Limited Partnership is headquartered in Muskegon, Michigan. NEPHROS INC: Receives Notice of Allowance for U.S. Patent --------------------------------------------------------- Nephros, Inc. received a notice of allowance for U.S. Patent Application No. 13/888,645, "Method and Apparatus of Flush Pump Feature for Portable Liquid Purifying Filter", according to a document filed with the Securities and Exchange Commission. The Notice of Allowance covers claims relating to certain accessories used with the Company's HydraGuard individual water purifier devices. The HydraGuard ultrafilter membrane provides a barrier to block sediment, bacteria, parasites, viruses and cysts from water filtered by the membrane. The flush pump apparatus, as described in the Patent claims, provides a mechanism to provide real-time verification of filter integrity, to enable the user to clean the filter membrane while inside the filter casing, and to purge the filter for lighter storage or for protection against freeze-related damage in cold environments. The combination of the Company's ultrafilter membrane and the Company's flush pump apparatus enabled the HydraGuard to pass the NSF Protocol P248 for Military Operations Microbiological Water Purifiers. Barring any unforeseen circumstances, the Company believes the Patent should be valid until May 2033 given the Patent filing occurred in May 2013. The Company licensed all intellectual property relating to the HydraGuard individual water purifier devices, including the Patent, to Camelbak Products, LLC as part of a Sublicense Agreement on May 6, 2015. The Sublicense Agreement expires on Dec. 31, 2022, unless terminated sooner in accordance with the terms of the agreement. FDA Warning Letter The Company received a warning letter dated May 27, 2015, from the U.S. Food and Drug Administration resulting from an inspection of the Company's facility in River Edge, New Jersey by the FDA's New Jersey District Office that occurred during October 2014. The Warning Letter alleges deficiencies relating to the Company's compliance with the Quality System regulation and the Medical Device Reporting regulation. The Company said it takes the matters identified in the Warning Letter seriously and is in the process of evaluating the corrective actions required to address the matters raised in the Warning Letter. The Company also is in the process of preparing a response to the Warning Letter and intends to respond fully to the issues raised by the FDA within 15 business days as requested by the FDA, and to work diligently and expeditiously to resolve the issues raised by the FDA. The Warning Letter does not restrict the manufacture, production or shipment of any of the Company's products, nor require the withdrawal of any product from the marketplace. However, failure to promptly address the issues raised in the Warning Letter to the FDA's satisfaction or to comply with U.S. medical device regulatory requirements in general could result in regulatory action being initiated by the FDA. These actions could include, among other things, delays in approval of any FDA applications, product seizures, injunctions and civil monetary penalties. Any such actions could disrupt our ongoing business and operations and potentially have a material adverse impact on our financial condition and operating results. About Nephros River Edge, N.J.-based Nephros, Inc., is a commercial stage medical device company that develops and sells high performance liquid purification filters. Its filters, which it calls ultrafilters, are primarily used in dialysis centers and healthcare facilities for the production of ultrapure water and bicarbonate. Nephros reported a net loss of $7.37 million on $1.74 million of total net revenues for the year ended Dec. 31, 2014, compared to net income of $1.32 million on $1.74 million of total net revenues for the year ended Dec. 31, 2013. As of March 31, 2015, the Company had $2.62 million in total assets, $8.03 million in total liabilities and a $5.41 million total stockholders' deficit. Withum Smith+Brown PC, in Morristown, New Jersey, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that the Company has incurred negative cash flow from operations and recurring net losses since inception. These conditions, among others, raise substantial doubt about its ability to continue as a going concern. NEW HORIZONS HEALTH: Files for Ch 11 Bankruptcy; To Sell Assets --------------------------------------------------------------- New Horizons Health Systems, Inc., filed for Chapter 11 bankruptcy protection (Bankr. E.D. Ky. Case No. 15-30235) on May 29, 2015, estimating its assets at between $1 million and $10 million and liabilities at between $10 million and $50 million. The petition was signed by Bernard T. Poe, president. Laura Day DelCotto, writing for Lexology.com, reports that the Company said that it has been exploring sale options for a year, and that it has recently decided that a sale through the bankruptcy court process is its best option. Lexology.com relates that the Owen County Hospital, which the Company operates, said that it intends to remain open until it can be sold. Judge Gregory R. Schaaf presides over the case. Ellen Arvin Kennedy, Esq., at Dinsmore & Shohl LLP serves as the Company's bankruptcy counsel. Kelley S. Gamble, CPA, is the Company's accountant. Headquartered in Owenton, Kentucky, New Horizons Health Systems, Inc. -- dba New Horizons Medical Center, dba New Horizons Family Practice -- operates the Owen County Hospital. The hospital serves the counties of Owen, Gallatin, and Carroll and has operated continually since 1951. NIRVANA INC: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor affiliates filing separate Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- Nirvana, Inc. 15-60823 One Nirvana Plaza Forestport, NY 13338 Nirvana Transport, Inc. 15-60824 Nirvana Warehousing, Inc. 15-60825 Millers Wood Development Corp. 15-60826 Type of Business: Manufacturer and bottler of spring water Chapter 11 Petition Date: June 3, 2015 Court: United States Bankruptcy Court Northern District of New York (Utica) Judge: Hon. Diane Davis Debtor's Counsel: Stephen A. Donato, Esq. BOND, SCHOENECK & KING, PLLC One Lincoln Center Syracuse, NY 13202-1355 Tel: (315) 218-8000 Fax: 315-218-8100 Email: sdonato@bsk.com - and - Camille Wolnik Hill, Esq. BOND, SCHOENECK & KING, PLLC One Lincoln Center Syracuse, NY 13202-1355 Tel: (315) 218-8000 Fax: 315-218-8100 Email: chill@bsk.com Estimated Assets: $10 million to $50 million Estimated Debts: $10 million to $50 million The petition was signed by Mozafar Rafizadeh, president and CEO. List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 5 Boro Green Services, LLC Trade Debt $351,451 54-35 48th Street Maspeth, NY 11378 American Express Credit Card $359,410 1801 NW 66 Avenue Charges Suite 103A Fort Lauderdale, FL 33313-4571 Automation Experts, Inc. Trade Debt $49,624 Best Yet Market Trade Debt $53,968 Blue Tractor Foods, LLC $86,554 Comsource, Inc. Promissory $100,000 Note Comsource, Inc. Injection Molding $3,074,586 8104 Cazenovia Road Equipment Manlius, NY 13104 Dannible & McKee, LLP (5000) Services provided $45,750 DWS Associates, Inc. Trade Debt $194,533 Gasiad, Inc. Settlement $92,675 Agreement Georgia Pacific, LLC Trade Debt $82,424 Licaplast Trade Debt $86,414 Nan Ya Plastics (F001) Trade Debt $517,645 9 Peach Tree Hill Road Livingston, NJ 07039 National Grid (0105) Ulitity services $43,458 NYS Dept. of Taxation & Bottle deposits $1,544,414 Finance (5474) Attn: Bankruptcy Section P.O. Box 5300 Albany, NY 12205 Selenis Canada, Inc. Trade Debt $67,438 Shumaker Consulting Trade Debt $39,994 Engineering & Land Surveying State of Connecticut Bottle deposits $769,385 Department of Environmental Protection 79 Elm Street Hartford, CT 06106 The Nielsen Company, LLC (0926) Trade Debt $39,306 TOMRA Pacific, Inc. Trade Debt $1,112,151 1 Corporate Drive Suite 710 Shelton, CT 06484 NIRVANA INC: Files Chapter 11 to Sell Spring Water Business ----------------------------------------------------------- Natural-spring bottler Nirvana Inc. and three affiliates sought bankruptcy protection with plans to pursue a quick sale of their businesses as going concerns pursuant to Sec. 363 of the Bankruptcy Code. The Debtors said they have prepared a sale motion with a proposed asset purchase agreement and will file the motion shortly. Nirvana didn't identify the proposed buyer for the assets. The Debtors did say anticipate that the purchaser will continue to operate the water bottling business at the Forestport, New York facility, and retain many of their employees. The sale of the Debtors' assets will be subject to higher and better offers and the approval of this Court. The Debtors are four affiliated companies that each plays a specific functional role in the overall bottling operation. Nirvana, Inc., is the core business that produces and packages the bottled water. Nirvana Transport, Inc. provides transportation services to Nirvana and other parties. Millers Wood Development Corp. is the real estate holding company that owns the 1,600-acre property and Nirvana Warehousing, Inc. provides warehousing services for Nirvana. Nirvana has 55 full-time employees, Transport has 3, Warehousing has 14, and Millers Wood has no employees. Nirvana's net sales have declined from a high of $28.6 million in 2012 to projected sales of less than $20.0 million for 2015 as a result of Nirvana's cash shortage and inability to pay for resin and other materials needed to manufacture the bottles and packing required to satisfy customer orders and the increased competition from other, larger water bottling companies. As a result, Nirvana has incurred operating losses in 2012, 2013 and 2014 of $1.47 million, $3.70 million and $3.97 million, respectively Since January 2014, the Debtors explored all available options, including seeking refinancing, new capital contributions and a going concern buyer for the assets. Nirvana engaged investment banker Next Point, LLC, and other business brokerage firms to market the assets and business operations. Although several potential financial and/or strategic purchasers expressed interest in acquiring the Debtors' assets and operations and conducted due diligence, none of the purchases submitted a final purchase offer to the Debtors. Absent Chapter 11 relief, Nirvana projects that it will not have sufficient cash flow to continue its operations past June 2015. $27-Mil. Secured Debt As of the Petition Date, the Debtors are indebted to secured creditors NBT Bank, the U.S. Small Business Administration, through the Empire State Certified Development Corp., the New York State Business Development Corporation, the Statewide Zone Capital Corporation of New York, Northeast Bank/United States Department of Agriculture and Comsource, Inc. in the aggregate principal amount of $27,204,092. During late 2013, the Debtors defaulted on their obligations under the prepetition loan documents. From January 14, 2014 through the Petition Date, the Debtors have been parties to forbearance agreements, as modified from time to time, with NBT, ESCDC/SBA, NYBDC and S7CC concerning their respective obligations. The Prepetition Lenders have signed a stipulation consenting to the Debtors' use of cash collateral to maintain operations pending a sale of the assets. Lenders have agreed to a carve-out from the asset sale proceeds of $200,000 for administrative expense claims and an additional carve out for quarterly fees required under 28 U.S.C. Sec. 1930(a)(6). First Day Motions The Debtors on the Petition Date filed motions to: -- jointly administer their Chapter 11 cases; -- use cash collateral; -- maintain their existing bank accounts; -- pay prepetition wages and benefits; -- pay prepetition taxes and fees; and -- continue their insurance policies. A copy of the affidavit in support of the first-day motions is available for free at: http://bankrupt.com/misc/Nirvana_1st_Day_Affidavit.pdf About Nirvana Inc. Nirvana Inc. is a manufacturer and bottler of spring water that is captured from four natural springs on 1,600 acres of property located in the foothills of the Adirondack Mountains at Forestport, New York. Nirvana says its water is exceptionally pure and flows naturally to the surface at a temperature of 42 degrees Fahrenheit. Nirvana is a closely-held New York corporation with a principal office located at One Nirvana Plaza, Forestport, New York. Nirvana was formed on June 2, 1995 by Mozafar Rafizadeh and his brother, Mansur Rafizadeh. Nirvana, Inc., and three affiliates -- Nirvana Transport, Inc., Nirvana Warehousing, Inc. and Millers Wood Development Corp. -- sought Chapter 11 bankruptcy protection (Bankr. N.D.N.Y. Lead Case No. 15-60823) in Utica, New York, on June 3, 2015. The cases are assigned to Judge Diane Davis. According to the docket, the Debtors' Chapter 11 plan and disclosure statement are due Oct. 1, 2015. The deadline for filing claims by governmental units is Nov. 30, 2015. The Debtors tapped Bond, Schoeneck & King, PLLC, as general counsel, and Teitelbaum & Baskin, LLC, as special counsel. NIRVANA INC: Seeks to Use Lenders' Cash Collateral -------------------------------------------------- Nirvana Inc. and its debtor-affiliates are asking the U.S. Bankruptcy Court for the Northern District of New York to enter interim and final orders authorizing them to use cash collateral of their prepetition lenders. As of the Petition Date, the Debtors are indebted to secured creditors NBT Bank ("NBT"), the U.S. Small Business Administration, through the Empire State Certified Development Corp. ("ESCDC/SBA"), the New York State Business Development Corporation ("NYBDC"), the Statewide Zone Capital Corporation of New York ("SZCC"), Northeast Bank/United States Department of Agriculture ("NEB/USDA") and Comsource, Inc. ("Comsource") in the aggregate principal amount of $27,204,092. The Lenders' perfected security interests and liens cover substantially all of the Debtors' assets, including accounts receivable and cash. As of the Petition Date, the Debtors have very little or no unencumbered cash that can be used to fund their business operations and pay operating expenses. Absent the ability to use cash collateral, the debtors will not be able to pay insurance, wages, utility charges, and other critical operating expenses. In order to adequately protect the Prepetition Secured Lenders' interest in the cash collateral, the Debtors propose to grant to each of the lenders, in accordance with their relative priority, adequate protection rollover liens, subject to a carve-out, to secure their adequate protection obligations. As set forth in a Contribution Agreement dated as of April 14, 2015, and executed by certain of the Prepetition Lenders (the "Contributing Prepetition Secured Lenders"), the Contributing Prepetition Lenders have agreed to a carve-out from the asset sale proceeds in the amount of $200,000 for payment of administrative expense claims incurred by the Debtors' professionals for post-petition fees and expenses incurred in these cases (the "Carve-Out"). An additional carve-out is provided for the quarterly fees required to be paid pursuant to 28 U.S.C. Sec. 1930(a)(6). Mozafar Rafizadeh, president of Nirvana, says that the Debtors have received consent from NBT, ESCDC/SBA, NYBDC and SZCC regarding the form of the emergency order authorizing the Debtors' cash collateral and granting adequate protection submitted to the Court with the Debtors' emergency application to use cash collateral. About Nirvana Inc. Nirvana Inc. is a manufacturer and bottler of spring water that is captured from four natural springs on 1,600 acres of property located in the foothills of the Adirondack Mountains at Forestport, New York. Nirvana says its water is exceptionally pure and flows naturally to the surface at a temperature of 42 degrees Fahrenheit. Nirvana is a closely-held New York corporation with a principal office located at One Nirvana Plaza, Forestport, New York. Nirvana was formed on June 2, 1995 by Mozafar Rafizadeh and his brother, Mansur Rafizadeh. Nirvana, Inc., and three affiliates -- Nirvana Transport, Inc., Nirvana Warehousing, Inc. and Millers Wood Development Corp. -- sought Chapter 11 bankruptcy protection (Bankr. N.D.N.Y. Lead Case No. 15-60823) in Utica, New York, on June 3, 2015. The cases are assigned to Judge Diane Davis. According to the docket, the Debtors' Chapter 11 plan and disclosure statement are due Oct. 1, 2015. The deadline for filing claims by governmental units is Nov. 30, 2015. The Debtors tapped Bond, Schoeneck & King, PLLC, as general counsel, and Teitelbaum & Baskin, LLC, as special counsel. NORAM RESOURCES: Court Rules on Bids for Summary Judgment --------------------------------------------------------- Bankruptcy Judge Marvin Isgur ruled on the parties' cross-motions for summary judgment in the case WILLIAM G WEST, Plaintiff(s), v. FREDERICK E PETERSON, et al., Defendant(s), Adv. Proc. No. 11-03598 (S.D. Tex., Houston Div.) William G. West, chapter 7 trustee for the estates of Ausam Energy Corp. and Noram Resources, Inc., sued Frederick E. Peterson, Richard T. Aab, and Brian E. Bro for turnover of estate property. This referred to the proceeds of an executive and organizational liability insurance policy allegedly owned by the Ausam/Noram estates, which were paid to the defendants after the settlement of their state court lawsuits against former Ausam directors and officers. West moved for summary judgment. Peterson, Aab, and Bro filed a cross motion for summary judgment. Judge Isgur found that when West settled Adversary Proceeding No. 10-3701 with the Ausam Directors, the Settlement Agreement already included recovery for the negligence claims against the Ausam directors. This would result to double recovery by the Trustee if he were granted recovery from the defendants as well. In his May 11, 2015 memorandum opinion, which is available at http://is.gd/bqKEaXfrom Leagle.com, Judge Isgur: -- denied West's motion for summary judgment; -- granted the defendants' motion for summary judgment to the extent it seeks a declaration that West may not recover the portion of the settlement proceeds that represent damages arising from the negligence claims; and -- denied the defendants' motion for summary judgment to the extent it seeks to bar all recovery of the settlement proceeds. About Noram Resources, Inc. Noram Resources, Inc., a subsidiary of Ausam Energy Corp., is an oil and gas company incorporated under the laws of Alberta, Canada. Ausam Energy Corp. and Noram Resources Inc. filed chapter 11 bankruptcy petitions (Bankr. S.D. Tex. Case Nos. 08-38222 and 08-38223) on Dec. 30, 2008. Ausam/Noram's major secured creditor was Huff Energy Fund, L.P. Ausam/Noram executed a $25,000,000 Senior Secured Convertible Debenture in favor of Huff. Under the terms of the Debenture, Ausam/Noram was limited in its ability to issue shares. Ausam nonetheless issued shares and warrants on Oct. 24, 2008, which triggered a default under the Debenture. Noram listed liabilities of $31,957,438.50 and assets of $507,684.32. The cases were converted to chapter 7 cases on Feb. 26, 2009. William West was appointed chapter 7 trustee on Feb. 27, 2009. NORCRAFT COS: S&P Withdraws 'B+' Corporate Credit Rating -------------------------------------------------------- Standard & Poor's Ratings Services said it raised its corporate credit rating on Eagan, Minn.-based Norcraft Cos. L.P. to 'BBB' from 'B+' following S&P's assignment of a corporate credit rating to Deerfield, Ill.-based Fortune Brands Home & Security Inc. (FBHS), which has completed the acquisition of the company. At the same time, S&P removed all its ratings on Norcraft from CreditWatch, where S&P had placed them with positive implications on April 6, 2015. The outlook is stable. S&P subsequently withdrew all of its corporate credit and issue-level ratings on Norcraft Cos. L.P. and its existing term loan, which has been repaid. "We raised the ratings on Norcraft and removed them from CreditWatch to reflect our view that its credit quality is now aligned with that of FBHS following the May 12, 2015, closing of the acquisition by the building products and padlock maker and the subsequent assignment of a corporate credit rating," said Standard & Poor's credit analyst Maurice Austin. "We withdrew the ratings because the company's debt has been repaid." NORTHWEST BANCORP: Files Schedules of Assets and Liabilities ------------------------------------------------------------ Northwest Bancorporation of Illinois, Inc., filed with the U.S. Bankruptcy Court for the Northern District of Illinois its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $0 B. Personal Property $20,335,395 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $0 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-Priority Claims $51,295,196 ----------- ----------- Total $20,335,395 $51,295,196 A copy of the schedules is available for free at: http://bankrupt.com/misc/NorthwestBancorporation_29_SAL_May8.pdf About Northwest Bancorporation Northwest Bancorporation of Illinois, Inc., formerly known as Hershenhorn Bancorporation, Inc., is a bank holding company that owns 100 percent of the outstanding shares of First Bank and Trust Company of Illinois, a single-branch bank in Palatine, Illinois. Approximately 90 percent of Northwest Bancorporation's equity is owned by Robert Hershenhorn and his family. Northwest Bancorporation commenced a Chapter 11 bankruptcy case (Bankr. N.D. Ill. Case No. 15-15245) in Chicago, Illinois, on April 29, 2015. The case is assigned to Judge Carol A. Doyle. The Debtor tapped Kirkland & Ellis LLP as counsel, and River Branch Capital LLC as financial advisor. Northwest Bancorporation of Illinois, Inc., the parent of First Bank and Trust Co. of Illinois, won approval from the U.S. Bankruptcy Court of its Prepackaged Chapter 11 Plan of Reorganization. Judge Carol A. Doyle on May 21, 2015, entered an order confirming the Prepackaged Plan and approving the explanatory Disclosure Statement. PACIFIC DRILLING: Bank Debt Trades at 12% Off --------------------------------------------- Participations in a syndicated loan under which Pacific Drilling Ltd. is a borrower traded in the secondary market at 87.71 cents-on-the- dollar during the week ended Friday, May 29, 2015, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in the June 2, 2015 edition of The Wall Street Journal. This represents a decrease of 1.44 percentage points from the previous week, The Journal relates. Pacific Drilling Ltd. pays 350 basis points above LIBOR to borrow under the facility. The bank loan matures on May 15, 2018, and carries Moody's B1 rating and Standard & Poor's B+ rating. The loan is one of the biggest gainers and losers among 274 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. PAPERWORKS INDUSTRIES: S&P Keeps 'B-' Sec. Notes Rating Over Add-on ------------------------------------------------------------------- Standard & Poor's Ratings Services said that its 'B-' issue-level rating on Bala Cynwyd, Pa.-based PaperWorks Industries Inc.'s senior secured notes is not affected by the company's announcement that it intends to issue a $90 million add-on to its existing senior secured notes due 2019. The recovery rating is '4', indicating S&P's expectation for average (30% to 50%; lower end of the range) recovery in the event of a payment default. The 'B-' corporate credit rating and stable outlook are unchanged. S&P expects PaperWorks to use $80 million of proceeds to acquire Canadian printing and packaging company CanamPAC ULC. The acquisition will initially raise leverage to more than 7x EBITDA, but S&P expects the company to realize modest fixed cost reductions and other potential synergies that will bring leverage in line with current credit measures (debt to EBITDA in the 6x to 7x range) over the next two to three years. PaperWorks is owned by affiliates of financial sponsor, Sun Capital Partners Inc. Forecast leverage and financial sponsorship are consistent with a "highly leveraged" financial risk profile. The company's "weak" business risk profile is characterized by the company's small size and its participation in the highly competitive paperboard folding carton market partially offset by contractual pass-through provisions that help mitigate volatile recycled fiber costs. Ratings List PaperWorks Industries Holding Corp. Corporate credit rating B-/Stable/-- Ratings Unchanged PaperWorks Industries Inc. Senior secured $365 mil 9.5% sr notes due 2019* B- Recovery rating 4L *Include $90 million add-on. PARHAM CONSTRUCTION: Case Summary & 20 Top Unsecured Creditors -------------------------------------------------------------- Debtor: Parham Construction Company 1766 Scottsville Road Charlottesville, VA 22902 Case No.: 15-61060 Chapter 11 Petition Date: June 3, 2015 Court: United States Bankruptcy Court Western District of Virginia (Lynchburg) Judge: Hon. Rebecca B. Connelly Debtor's Counsel: Douglas E. Little, Esq. DOUGLAS E. LITTLE, ATTORNEY AT LAW P.O. Box 254 Charlottesville, VA 22902 Tel: (434) 977-4500 Email: delittleesq@aol.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Ronald E. Parham, president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/vawb15-61060.pdf PATRIOT COAL: Files Intent to Sell Assets Under Chapter 11 Plan --------------------------------------------------------------- Patriot Coal Corporation, a producer and marketer of coal in the eastern United States, on June 3 disclosed that it has filed with the Bankruptcy Court a letter of intent for a proposed sale of a substantial majority of its operating assets to Blackhawk Mining, LLC, as well as a motion outlining bidding procedures. The contemplated transaction would be consummated pursuant to a chapter 11 plan and is subject to documentation of a definitive asset purchase agreement, bankruptcy court approval of the sale, confirmation of a chapter 11 plan, and other customary conditions. Patriot's mining operations and customer shipments will continue in the ordinary course during the sale process. Under the terms of the letter of intent, Blackhawk would issue to Patriot's secured lenders new debt securities totaling approximately $643 million plus Class B Units providing them an ownership stake in Blackhawk. In addition, Blackhawk would assume or replace surety bonds supporting reclamation and related liabilities associated with the purchased assets. Bob Bennett, President and Chief Executive Officer of Patriot, said, "We feel strongly that the proposed transaction with Blackhawk is in the best interest of Patriot, and its employees and stakeholders. Blackhawk shares our dedication to operational and environmental excellence, and this transaction creates a viable path forward in this challenging market environment, enabling our mining operations to continue serving customers and preserving jobs in the communities in which they operate. As always, we remain committed to operating safely and serving our customers throughout this sale process." Patriot is continuing to negotiate with Blackhawk on the terms of a formal asset purchase agreement. Certain Patriot assets not included in the proposed transaction with Blackhawk will be subject to a separate sale process outlined in the bidding procedures motion filed on June 3. Court filings and other information related to the proposed transaction and the reorganization proceedings are available at a website administered by the Company's claims agent, Prime Clerk, at https://cases.primeclerk.com/patriotcoal 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 byKnighthead, 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. PATRIOT COAL: Restructuring Predicated on Failed Price Assumptions ------------------------------------------------------------------ Daniel Moore at Pittsburgh Post-Gazette reports that Ray Dombrowski, Esq., the attorney for Patriot Coal Corp., said that the Company's restructuring "was predicated on assumptions about coal prices that ultimately did not materialize." Post-Gazette relates that the Company's second time in bankruptcy could be the clearest signal yet that more stringent federal environmental regulations and weakened demand for coal as low-priced natural gas has stolen market share are palpable enough to bring down even the most carefully structured Appalachian producers. 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. PATRIOT COAL: Taps Centerview Partners as Investment Banker ----------------------------------------------------------- Patriot Coal Corporation, et al., ask the U.S. Bankruptcy Court for the Eastern District of Virginia for permission to employ Centerview Partners LLC as investment banker, effective as of May 12, 2015. Centerview Partners will provide: a. general financial advisory and investment banking services; b. restructuring services; c. sale services:; and d. financing services. The Debtors intend for Centerview's services to complement, and not duplicate, the services to be rendered by any other professional retained in the cases. Marc D. Puntus, a partner at Centerview and the co-head of its Debt Advisory and Restructuring Group, tells the Court that the Debtor agreed to these fee structure, among other things: 1. a monthly financial advisory fee of $ 175,000; 2. a transaction fee contingent upon the consummation of such restructuring or comprehensive sale and payable at the closing thereof equal to $7,000,000; 3. a partial sale transaction fee equal to 2.0% of aggregate consideration, contingent upon the consummation of any such partial sale and payable at the closing thereof; and 4. a federal sale transaction fee equal to 2.0% of the aggregate consideration. Prior to the Petition Date, the Debtors paid Centerview an initial retainer fee of $150,000 in November 2014 and an additional retainer fee of $175,000 in April 2015. In addition, the Debtors paid $175,000 in Monthly Advisory Fees for the months of March, April, and May and $41,003 as reimbursement for Centerview's expenses billed through May 11, 2015, all pursuant to the terms of the engagement letter. As of the Petition Date, Centerview did not hold a prepetition claim against the Debtors for fees or expenses related to services rendered in connection with the engagement. To the best of the Debtor's knowledge, Centerview is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. 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. Patriot Coal estimated more than $1 billion in assets and debt. The U.S. trustee appointed seven creditors of the company to serve on the official committee of unsecured creditors. PATRIOT COAL: Taps Kirkland & Ellis as Bankruptcy Counsel --------------------------------------------------------- Patriot Coal Corporation, et al., ask the U.S. Bankruptcy Court for the Eastern District of Virginia for permission to employ Kirkland & Ellis LLP and Kirkland & Ellis International LLP as counsel, nunc pro tunc to the Petition Date. Stephen E. Hessler, partner at K&E, tells the Court that K&E's hourly rates are: Billing Category U.S. Range ---------------- ---------- Partners $665 - $1,375 Of Counsel $480 - $1,245 Associates $480 - $890 Paraprofessionals $170 - $380 In the 90 days prior to the Petition Date, the Debtors made classic retainer payments to K&E totaling $3,250,000 in the aggregate. Mr. Hessler assures the Court that K&E is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Stephen E. Hessler, Esq. Patrick Evans, Esq. KIRKLAND & ELLIS LLP 601 Lexington Avenue New York, NY 10022 Tel: (212) 446-4800 Fax: (212) 446-4900 - and - James H.M. Sprayregen, P.C. Ross M. Kwasteniet, Esq. KIRKLAND & ELLIS LLP 300 North LaSalle Chicago, IL 60654 Tel: (312) 862-2000 Fax: (312) 862-2200 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) â€“- 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. Patriot Coal estimated more than $1 billion in assets and debt. The U.S. trustee appointed seven creditors of the company to serve on the official committee of unsecured creditors. PEABODY ENERGY: Debt Trades at 11% Off -------------------------------------- Participations in a syndicated loan under which Peabody Energy Power Corp is a borrower traded in the secondary market at 89.39 cents-on-the- dollar during the week ended Friday, May 29, 2015, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in the June 2, 2015 edition of The Wall Street Journal. This represents a decrease of 0.46 percentage points from the previous week, The Journal relates. Peabody Energy Power Corp pays 325 basis points above LIBOR to borrow under the facility. The bank loan matures on September 20, 2020, and carries Moody's Ba3 rating and Standard & Poor's BB+ rating. The loan is one of the biggest gainers and losers among 274 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. PHOTOMEDEX INC: To Issue Add'l 3.2 Million Shares Under Plans ------------------------------------------------------------- PhotoMedex, Inc. filed a Form S-8 registration statement with the Securities and Exchange Commission for the purpose of registering an additional 3,000,000 shares of Common Stock reserved for issuance under the 2005 Plan and an additional 250,000 shares of common stock reserved for issuance under the 2000 Plan. The additional 3,000,000 shares of Common Stock under the 2005 Plan are additional securities of the same class as other securities for which registration statements on Form S-8. The additional 250,000 shares of Common Stock under the 2000 Plan are additional securities of the same class as other securities for which registration statements on Form S-8 were filed with the Commission. A copy of the prospectus is available for free at: http://is.gd/YFXnWO About PhotoMedex PhotoMedex, Inc., is a global health products and services company providing integrated disease management and aesthetic solutions to dermatologists, professional aestheticians, ophthalmologists, optometrists, consumers and patients. The Company provides proprietary products and services that address skin conditions including psoriasis, vitiligo, acne, actinic keratosis, photo damage and unwanted hair, as well as fixed-site laser vision correction services at our LasikPlus(R) vision centers. PhotoMedex and its subsidiaries has entered into a second amended and restated forbearance agreement with the lenders that are parties to the credit agreement dated May 12, 2014, and with JP Morgan Chase, as administrative agent for the Lenders pursuant to which the Lender have agreed to forbear from exercising their rights and remedies with respect to certain events of default from Aug. 25, 2014, until April 1, 2016, or earlier if an event of default occurs, according to a document filed with the Securities and Exchange Commission in March 2015. As of March 31, 2015, the Company had $107 million in total assets, $71.4 million in total liabilities, and $34.3 million in total stockholders' equity. Bankruptcy Warning "If, in the future, PhotoMedex is required to obtain similar forbearance agreements as a result of our inability to meet the terms of the credit agreement, there can be no assurance that those forbearance agreements will be available on commercially reasonable terms or at all. If, as or when required, we are unable to repay, refinance or restructure our indebtedness under those credit facilities, or amend the covenants contained therein, the lenders could elect to terminate their commitments under the credit facilities and institute foreclosure proceedings against our assets. Under such circumstances, we could be forced into bankruptcy or liquidation. In addition, any additional events of default or declaration of acceleration under one of those facilities or the forbearance agreement could also result in an event of default under one or more of these agreements. Such a declaration would have a material adverse impact on our liquidity, financial position and results of operations," the Company stated in its 2014 annual report. PLAYPOWER INC: Moody's Assigns 'B3' CFR, Outlook Stable ------------------------------------------------------- Moody's Investors Service assigned a B3 Corporate Family Rating and a B3-PD Probability of Default Rating to PlayPower, Inc. Moody's also assigned B2 ratings to the company's first lien revolving credit facility expiring in 2020 and its first lien term loan maturing in 2021, and a Caa2 rating to the company's second lien term loan maturing in 2022. Proceeds from the credit facility will be used to fund the acquisition of PlayPower by Littlejohn & Co., LLC. and repay existing debt. The rating outlook is stable. Moody's assigned the following ratings to PlayPower, Inc.: -- Corporate Family Rating at B3 -- Probability of Default Rating at B3-PD -- First lien revolving credit facility expiring in 2020 at B2 (LGD 3) -- First lien term loan maturing in 2021 at B2 (LGD 3) -- Second lien term loan maturing in 2022 at Caa2 (LGD 5) The rating outlook is stable. The B3 Corporate Family Rating reflects leverage that Moody's considers high given the cyclicality of the industry. Moody's projects debt-to-EBITDA will decline to 4.8x at year end 2016 from a 5.4x pro forma level (at March 31, 2015) as the company utilizes cash flow to reduce debt. A significant portion of the company's sales are to local municipalities and school systems, and represent a deferrable purchase in difficult fiscal times. The rating also reflects the company's modest scale with revenue of $285 million in the twelve months ended March 31, 2015. PowerPlay's size limits its negotiating power with raw material suppliers and increases its operating risk due to reliance on a couple of key manufacturing facilities. The company is also exposed to event risks under private equity ownership including debt-funded acquisitions and shareholder distributions. These negative credit factors are somewhat offset by the company's strong market position within each of its product lines and its wide geographic presence within the United States and Europe. Moody's expects PlayPower to have good liquidity over the next 12-18 months with over $10 million in free cash flow, no near term maturities, a $30 million revolving credit facility that Moody's expect to remain largely undrawn, and sufficient headroom under the total net leverage covenant. The stable rating outlook reflects Moody's view that revenue and earnings will continue to grow modestly over the next 12-18 months as the economy supports customer demand and that PlayPower will repay some of its debt through operating cash flow. PlayPower's ratings could be downgraded if revenue or margins materially decline, liquidity deteriorates, or Moody's comes to expect an unsustainable capital structure. Key credit metrics that could prompt a downgrade would be negative free cash flow or EBITA/interest below 1.5 times for a sustained period. PlayPower's ratings could be upgraded if the company is able to materially increase its size while generating enough cash flow to meaningfully reduce debt. The company would also have to maintain good liquidity. The principal methodology used in these ratings was Consumer Durables Industry published in September 2014. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. PlayPower, based in Huntersville, North Carolina, provides recreational products of commercial playground equipment, park amenities, shade structures and marine accessories. The company's primary markets are the United States and Europe. The company distributes its play systems under the Miracle, HAGS Play, SoftPlay, and Little Tikes commercial product lines; its shade products under Shade Structures, Sun Ports, and VPS; and self-floating dock and lift system under the EZ Dock line. PlayPower generated roughly $285 million of revenue for the twelve months ended March 31, 2015. PRIMERA ENERGY: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: Primera Energy, LLC 21022 Gathering Oak #2101 San Antonio, TX 78260 Case No.: 15-51396 Chapter 11 Petition Date: June 3, 2015 Court: United States Bankruptcy Court Western District of Texas (San Antonio) Judge: Hon. Craig A. Gargotta Debtor's Counsel: Dean William Greer, Esq. 2929 Mossrock, Suite 117 San Antonio, TX 78230 Tel: 210-342-7100 Fax: 210-342-3633 Email: dwgreer@sbcglobal.net Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Brian K. Alfaro, owner. The Debtor did not include a list of its largest unsecured creditors when it filed the petition. PRINCIPAL SOLAR: Has $1.22-Mil. Net Loss in First Quarter --------------------------------------------------------- Principal Solar, Inc., filed its quarterly report on Form 10-Q, disclosing a net loss of $1.22 million on $184,000 of revenues for the three months ended March 31, 2015, compared with a net loss of $481,000 on $218,000 of revenue for the same period last year. The Company's balance sheet at March 31, 2015, showed $11.05 million in total assets, $9.87 million in total liabilities, and stockholders' equity of $1.18 million. A copy of the Form 10-Q is available at http://is.gd/knh0vs Dallas, Texas-based, Principal Solar, Inc. (PSI), formerly Kupper Parker Communications, Incorporated, is a renewable energy holding company. The Company focuses its resources on the acquisition, finance, development, and management of solar power companies to utilize solar power. Whitley Penn LLP expressed substantial doubt about the Company's ability to continue as a going concern, citing that the Company has negative cash flows from operating activities, negative working capital, and an accumulated deficit of $10.5 million as of December 31, 2014. The Company reported a net loss of $3.33 million on $975,000 of revenue for the year ended Dec. 31, 2014, compared with a net loss of $2.35 million on $491,000 of revenues in the same period last year. The Company's balance sheet at Dec. 31, 2014, showed $8.09 million in total assets, $7.79 million in total liabilities, and a stockholders' equity of $301,200. PROTOM INTERNATIONAL: Files Schedules of Assets and Liabilities --------------------------------------------------------------- ProTom International Inc., filed with th U.S. Bankruptcy Court for the Northern District of Texas its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $0 B. Personal Property $1,728,894 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $6,485,830 E. Creditors Holding Unsecured Priority Claims $266,890 F. Creditors Holding Unsecured Non-Priority Claims $15,530,928 ----------- ----------- Total $1,728,894 $22,283,648 A copy of the schedules is available for free at: http://bankrupt.com/misc/ProTomInternational_52_SAL.pdf About ProTom International ProTom International Inc. is a medical technology focused on proton therapy for cancer patients. The Company and affiliate ProTom International, LLC, have the exclusive rights to sell in the U.S. the compact accelerators developed by Russia-based ZAO Protom and owner Vladimir E. Balakin. The ZAO system and technology were lighter and cheaper than proton therapy systems then in operation in the U.S. This technology has been the basis on which ProTom has developed its Radiance 330 Proton Therapy System. ProTom International, Inc., and ProTom International, LLC, sought Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No. 15-32065 and 15-32066) in Dallas on May 12, 2015. The cases are assigned to Judge Barbara J. Houser. The Debtors tapped Jackson Walker, LLP as counsel, and Lain, Faulkner & Co., P.C., as accountant. RADIOSHACK CORP: Salus Seeks to Convert Ch. 11 Case to Ch. 7 ------------------------------------------------------------ Kirk O'Neil, writing for The Deal, reported that prepetition lender Salus Capital Partners LLC wants to convert the bankruptcy case of RadioShack Corp. to Chapter 7 to preserve any remaining value of the estate. According to the report, Salus filed a motion in the U.S. Bankruptcy Court for the District of Delaware in Wilmington to convert the proceedings from Chapter 11, asserting the company no longer has a viable business to reorganize. Salus also said there is no advantage to liquidating the debtor's remaining assets, which primarily consist of potential litigation claims, in Chapter 11, the report related. About RadioShack Corporation Headquartered in Fort Worth, Texas, RadioShack (NYSE: RSH) -- http://www.radioshackcorporation.com/-- is a retailer of mobile technology products and services, as well as products related to personal and home technology and power supply needs. RadioShack's retail network includes more than 4,300 company-operated stores in the United States, 270 company-operated stores in Mexico, and approximately 1,000 dealer and other outlets worldwide. RadioShack Corporation and affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 15-10197) on Feb. 5, 2015. Judge Kevin J. Carey presides over the case. David G. Heiman, Esq., Greg M. Gordon, Esq., Amanda M. Suzuki, Esq., Jonathan M. Fisher, Esq., Thomas A. Howley, Esq., and Paul M. Green, Esq., at Jones Day serve as the Debtors' bankruptcy counsel. David M. Fournier, Esq., Evelyn J. Meltzer, Esq., and John H. Schanne, II, Esq., at Pepper Hamilton LLP serve as co-counsel. Carlin Adrianopoli at FTI Consulting, Inc., is the Debtors' restructuring advisor. Maeva Group, LLC, is the Debtors' turnaround advisor. Lazard Freres & Co. LLC is the Debtors' investment banker. A&G Realty Partners is the Debtors' real estate advisor. Prime Clerk is the Debtors' claims and noticing agent. In their Petitions, the Debtors disclosed total assets of $1.2 billion, versus total debts of $1.3 billion. Quinn Emanuel Urquhart & Sullivan, LLP and Cooley LLP represent the Official Committee of Unsecured Creditors as co-counsel. Houlihan Lokey Capital, Inc., serves as financial advisor and investment banker. RADIOSHACK CORP: Sweetgreen Wins Bidding for Boston Store Lease --------------------------------------------------------------- RadioShack Corp. has selected as the winning bid an offer from Sweetgreen Boston LLC to acquire the lease on one of its stores located in Boston, Massachusetts. Sweetgreen offered $100,000 for the store lease. The RadioShack store was identified in court papers as Store No. 1153. The Boston store lease is one of the 32 leases identified in the retailer's initial report for the third bidding round for RadioShack leases. The bidding process was approved on April 28 by U.S. Bankruptcy Judge Brendan Shannon. About RadioShack Corporation Headquartered in Fort Worth, Texas, RadioShack (NYSE: RSH) -- http://www.radioshackcorporation.com/-- is a retailer of mobile technology products and services, as well as products related to personal and home technology and power supply needs. RadioShack's retail network includes more than 4,300 company-operated stores in the United States, 270 company-operated stores in Mexico, and approximately 1,000 dealer and other outlets worldwide. RadioShack Corporation and affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 15-10197) on Feb. 5, 2015. Judge Kevin J. Carey presides over the case. David G. Heiman, Esq., Greg M. Gordon, Esq., Amanda M. Suzuki, Esq., Jonathan M. Fisher, Esq., Thomas A. Howley, Esq., and Paul M. Green, Esq., at Jones Day serve as the Debtors' bankruptcy counsel. David M. Fournier, Esq., Evelyn J. Meltzer, Esq., and John H. Schanne, II, Esq., at Pepper Hamilton LLP serve as co-counsel. Carlin Adrianopoli at FTI Consulting, Inc., is the Debtors' restructuring advisor. Maeva Group, LLC, is the Debtors' Turnaround advisor. Lazard Freres & Co. LLC is the Debtors' investment banker. A&G Realty Partners is the Debtors' real estate advisor. Prime Clerk is the Debtors' claims and noticing agent. In their Petitions, the Debtors disclosed total assets of $1.2 billion, versus total debts of $1.3 billion. Quinn Emanuel Urquhart & Sullivan, LLP and Cooley LLP represent the Official Committee of Unsecured Creditors as co-counsel. Houlihan Lokey Capital, Inc., serves as financial advisor and investment banker. RECOVERY CENTERS: Seeks to Sell 12th Ave. Property for $4.1-Mil. ---------------------------------------------------------------- Recovery Centers of King County asks permission from the U.S. Bankruptcy Court for the Western District of Washington at Seattle to sell real property located at 464 12th Avenue, in Seattle, Washington, to Low Income Housing Institute for $4.1 million. Jeffrey B. Wells, Esq., at Wells and Jarvis, P.S., in Seattle, Washington, tells the Court that the proposed buyer is not an insider of the Debtor or otherwise affiliated with the Debtor. Mr. Wells asserts that the sale of the property for $4,100,000 is reasonable and appropriate. He says that the sale will result in a significant payment toward the Bank of America loan in the approximate amount owing of $4,737,000. Mr. Wells adds that the Debtor has two other real estate parcels. The property located at 1701 18th Ave So, Seattle, WA, has been valued by the Debtor at $3,857,000, while the s other property at 505 Washington Ave So, Kent, WA, has been valued by the Debtor at $1,933,600. Mr. Wells tells the Court that the Debtor has acted in good faith in soliciting offers and negotiating an arms-length purchase and sale agreement with a non-insider. He adds that according to the Debtor's realtor, Allan Friedman, this sale represents fair market value for Debtor's real estate at 464 12th Avenue. The Debtor is represented by: Jeffrey B. Wells, Esq. WELLS AND JARVIS, P.S. 502 Logan Building 500 Union Street Seattle, WA 98101-2332 Telephone: 206-624-0088 Facsimile: 206-624-0086 About Recovery Centers Recovery Centers of King County -- http://www.rckc.org/--provides Central Seattle and South King County residents with a continuum of care for those who suffer with alcoholism or other drug addiction.   RCKC filed a Chapter 11 case (Bankr. W.D. Wash. Case No. 15-13060) in its hometown in Seattle, Washington on May 15, 2015. The case  is assigned to Judge Timothy W. Dore.   The Debtor tapped Jeffrey B Wells, Esq., at Wells and Jarvis, P.S.,in Seattle, as counsel.   According to the docket, the appointment of a health care ombudsman  is due by June 15, 2015. RED PRAIRIE: 2018 Debt Trades at 3% Off --------------------------------------- Participations in a syndicated loan under which Red Prairie Corp is a borrower traded in the secondary market at 97.27 cents-on-the- dollar during the week ended Friday, May 29, 2015, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in the June 2, 2015 edition of The Wall Street Journal. This represents a decrease of 0.25 percentage points from the previous week, The Journal relates. Red Prairie Corp. pays 500 basis points above LIBOR to borrow under the facility. The bank loan matures on December 21, 2018, and carries Moody's B2 rating and Standard & Poor's B- rating. The loan is one of the biggest gainers and losers among 274 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. REICHHOLD HOLDINGS: Needs Until Sept. 28 to File Liquidating Plan ----------------------------------------------------------------- Reichhold Holdings US, Inc., et al., ask the U.S. Bankruptcy Court for the District of Delaware to further extend their exclusive plan filing period until Sept. 28, 2015, and their exclusive solicitation period until Nov. 26, 2015. According to the Debtors, the extension requested will provide them and their advisors the opportunity to negotiate, confirm and implement the terms of a Chapter 11 liquidating plan for the distribution of assets to creditors. The Debtors tell the Court that they, with the assistance of their professionals, are viewing and reconciling the numerous claims filed, which is an important step towards formulating the plan and disclosure statement. The Debtors are represented by Norman L. Pernick, Esq., Marion M. Quirk, Esq., and David W. Giattino, Esq., at Cole Schotz P.C., in Wilmington, Delaware, and Gerald H. Gline, Esq., and Felice R. Yudkin, Esq., at Cole Schotz P.C., in Hackensack, New Jersey. About Reichhold Founded in 1927, Reichhold, with its world headquarters and technology center in Durham, North Carolina, is one of the world's largest manufacturer of unsaturated polyester resins and a leading supplier of coating resins for the industrial, transportation, building and construction, marine, consumer and graphic arts markets. Reichhold -- http://www.Reichhold.com/-- has manufacturing operations throughout North America, Latin America, the Middle East, Europe and Asia. As of June 30, 2014, the Reichhold companies had consolidated assets of $538 million and liabilities of $631 million. Reichhold Holdings US, Inc., Reichhold, Inc., and two U.S. affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 14-12237) on Sept. 30, 2014. Cole, Schotz, Meisel, Forman & Leonard, P.A. (legal advisor) and CDG Group LLC (financial advisor) are representing Reichhold, Inc. Latham & Watkins LLP (legal advisor) and Moelis & Company (investment banker) are serving Reichhold Industries, Inc. Logan & Company is the company's claims and noticing agent. The cases are assigned to Judge Mary F. Walrath. The U.S. Trustee for Region 3 appointed seven creditors of Reichhold Holdings US, Inc. to serve on the official committee of unsecured creditors. On April 2, 2015, Reichhold disclosed that the purchase of most of the assets of the U.S. business was completed. This transaction, approved by the Delaware Bankruptcy Court on January 12, 2015, allows Reichhold's U.S. businesses to successfully emerge from bankruptcy and re-join the rest of the global Reichhold organization. Concurrent with this purchase, Reichhold completed a debt-for-equity exchange with a group of investors led by Black Diamond Capital Management LLC and including J.P. Morgan Investment Management, Inc., Third Avenue Management LLC, and Simplon Partners LP. On April 1, 2015, the U.S. Trustee named three non-union retirees of Debtors to serve as the official Non-Union Retiree Committee. Each of the Retiree Committee members is receiving retiree welfare benefits from one or more of the Debtors. The Retiree Committee tapped the law firm of Stahl Cowen Crowley Addis LLC as its counsel. RESIDENTIAL CAPITAL: Objection to Panaszewicz Claim Sustained ------------------------------------------------------------- Bankruptcy Judge Martin Glenn sustained the ResCap Liquidating Trust's objection to Claim No. 7466 filed by Martha S. Panaszewicz on June 11, 2014, nearly 5 months after the administrative claim bar date. The stated basis for the Claim was wrongful foreclosure, damages, and attorney's fees. The Trust argued that Panaszewicz's Claim is barred as untimely. Panaszewicz, however, alleged that the Trust did not properly provide her with notice of the bar date. In his May 11, 2015 memorandum opinion and order which is available at http://is.gd/6JfaYlfrom Leagle.com, Judge Glenn found that Panaszewicz's failure to receive notice of the bar date is attributable to Errol J. Zshornack's failure to provide the debtors or the court with notice of his changed address. Norman S. Rosenbaum, Esq. -- nrosenbaum@mofo.com -- Jordan A. Wishnew, Esq. -- jwishnew@mofo.com -- Meryl L. Rothchild, Esq. -- mrothchild@mofo.com -- MORRISON & FOERSTER LLP, New York, New York, Attorneys for Liquidating Trust. John B. Rosario, Esq., ROSALES DEL ROSARIO, P.C., Flushing, New York, Attorney for Martha S. Panaszewicz. RIVER CITY RENAISSANCE: Court Approves Settlement with CWCapital ---------------------------------------------------------------- River City Renaissance, LC, and River City Renaissance III, LC, sought and obtained from Judge Keith L. Phillips of the U.S. Bankruptcy Court for the Eastern District of Virginia, Richmond Division, approval of a settlement agreement with CWCapital Asset Management LLC and holders of Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2005-C22, and Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2006-C23 The principal terms of the settlement agreement are as follows: (1) At closing of the sale, proceeds in the amount of $37.1 million will paid to the Holders, who will be free to allocate the funds in any manner they deem necessary; (2) After disbursement of funds, the remainder of Sale Proceeds, net of real estate taxes, recording fees, and closing costs, and any break-up fee, if applicable, of up to $30.825 million for RCR and $6.525 million for RCR III will belong to the respective Debtor's estate; (3) Sale proceeds, net of Closing Costs, and any break-up fee, if applicable, in excess of $30.825 million and $6.525 million as to RCR and RCR III, respectively, will be split 80% to the respective Debtor’s estate and 20% to the respective Holder, which 20% CWCapital may allocate as it deems necessary; (4) A global, mutual release of all claims between and among the Holders, CWCapital, and the Debtors; (5) The Debtors will retain all funds held and maintained in their respective debtor-in-possession bank accounts, which funds will be property of their respective bankruptcy estates; (6) The Holders, by and through CWCapital, will use their best efforts to support the sale process, including holding the Stay Relief Motion in abeyance, and the Debtors will seek to withdraw the Contempt Motion; (7) If the purchaser approved by the Court seeks additional time to close after May 15, 2015, then the purchaser may obtain up to a 14-day extension to close provided that the purchaser pays the daily per diem of interest and default interest; and (8) If and only if the Sale does not close on or before the Closing Date, or the Extension Period, if applicable, through no fault of CWCapital or the Holders, then the settlement will be null and void. The settlement is contingent upon the Properties' sale to a third-party cash buyer for a gross price of no less than $30,825,000 for the RCR Properties and $6,525,000 for the RCR III Properties on or before May 15, 2015, or the Extension Period, if applicable. The Debtors' counsel, James K. Donaldson, Esq., at Spotts Fain PC, in Richmond, Virgina, tells the Court that the Debtors have sought to procure a sale or sales of their Properties after marketing and advertising that fosters a competitive bidding environment. Mr. Donaldson notes that concern exists among bidders regarding the intentions of the Holders and whether they intend to acquire the Properties. He says that in reaching the material provisions of the Settlement Agreement with the Holders, the Debtors are preserving the value for their respective estates, in lieu of continued and future litigation, while also clearing the path for the Properties to be sold to a disinterested, third-party cash buyer, which will generate further value for the Debtors' respective estates. He further tells the Court that the Settlement Agreement provides stability to the sale process and allows bidders to participate with confidence, thus, increasing the likelihood of competitive bidding and higher prices, which benefits the Debtors' estates and creditors. The Debtors are represented by: Robert H. Chappell, III, Esq. Timothy G. Moore, Esq. Jennifer J. West, Esq. James K. Donaldson, Esq. SPOTTS FAIN PC 411 East Franklin Street, Suite 600 Richmond, Virginia Telephone: (804)697-2000 Facsimile: (804)697-2100 Email: rchappell@spottsfain.com tmoore@spottsfain.com jwest@spottsfain.com jdonaldson@spottsfain.com About River City Renaissance Richmond, Virginia-based, River City Renaissance, LC, and River  City Renaissance III, LC, sought Chapter 11 protection (Bankr. E.D.Va. Case Nos. 14-34080 and 14-34081) in Richmond, Virginia, on July 30, 2014.   The Debtors filed the chapter 11 cases in order to pursue an  orderly liquidation of their real property assets, which are  comprised of 29 residential apartment buildings in the City of  Richmond, in lieu of scheduled foreclosure sales.   The cases are assigned to Judge Keith L. Phillips. The Debtors  tapped Spotts Fain PC, as counsel.   River City Renaissance LC disclosed $27.3 million in assets and $29.2 million in liabilities as of the Chapter 11 filing.  Renaissance III estimated less than $10 million in assets and debts.  RIVER CITY RENAISSANCE: Stay Imposed Pending Dismissal Bid Hearing ------------------------------------------------------------------ River City Renaissance, LC, and River City Renaissance III, LC, sought and obtained from Judge Keith L. Phillips of the U.S. Bankruptcy Court for the Eastern District of Virginia, Richmond Division, an order imposing the automatic stay pending the conclusion of the final hearing U.S. Bank National Association's motion to lift stay, or, in the alternative, dismiss the Chapter 11 cases. U.S. Bank National Association, as trustee for the registered holders of Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2005-C22, and as trustee for the registered holders of Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2006-C23, asserts that there are more than sufficient bases upon which the Court should grant the Holders relief from the automatic stay under sections 362(d)(1) and (d)(2) of the Bankruptcy Code. Moreover, the Holders believe that ample cause exists to dismiss the Debtors' bankruptcy cases. "The Holders are hard pressed to see any benefit to the sale proposed with respect to the RCR Properties and, moreover, it is plainly obvious that the Debtors' second effort to sell the Properties will not yield enough to cover even the amounts that have accrued during the period in which such second effort was made. But however the Debtors' current effort to sell th Properties turns out, the Debtors' time for alternatives and second or third chances has now passed," U.S. Bank's counsel, Robbin S. Rahman, Esq., at Kilpatrick Townsend & Stockton LLP, in Atlanta, Georgia. The Debtors' counsel, Neil E. McCullagh, Esq., at Spotts Fain PC, in Richmond, Virginia, says it is routine and appropriate for the Court to continue the automatic stay in effect pending a final hearing on a motion to lift the automatic stay so that the motion can be decided on its merits. Mr. McCullagh further says that the Holders consent to the relief requested in this Motion To Continue Stay, as evidenced by their endorsement of a consent Order granting the same that the Debtors have tendered to the Court contemporaneously with the filing of the motion. The Holders and CWCapital Asset Management LLC are represented by: Robbin S. Rahman, Esq. KILPATRICK TOWNSEND & STOCKTON LLP 1100 Peachtree Street, Suite 2800 Atlanta, GA 30309 Telephone: (404)815-6323 Facsimile: (404)815-6555 Email: rrahman@kilpatricktownsend.com -- and -- Mark D. Taylor, Esq. VLP LAW GROUP LLP 1629 K Street, NW, Suite 300 Washington, DC 20006 Telephone: (202)759-4890 Facsimile: (202)759-4891 Email: mtaylor@vlplawgroup.com The Debtors are represented by: Robert H. Chappell, III, Esq. Neil E. McCullagh, Esq. James K. Donaldson, Esq. SPOTTS FAIN PC 411 East Franklin Street, Suite 600 Richmond, Virginia 23219 Telephone: (804)697-2000 Facsimile: (804)697-2100 Email: rchappell@spottsfain.com nmccullagh@spottsfain.com jdonaldson@spottsfain.com About River City Renaissance Richmond, Virginia-based, River City Renaissance, LC, and River  City Renaissance III, LC, sought Chapter 11 protection (Bankr. E.D.Va. Case Nos. 14-34080 and 14-34081) in Richmond, Virginia, on July 30, 2014.    The Debtors filed the chapter 11 cases in order to pursue an orderly liquidation of their real property assets, which are  comprised of 29 residential apartment buildings in the City of  Richmond, in lieu of scheduled foreclosure sales.   The cases are assigned to Judge Keith L. Phillips. The Debtors  tapped Spotts Fain PC, as counsel.   River City Renaissance LC disclosed $27.3 million in assets and  $29.2 million in liabilities as of the Chapter 11 filing.  Renaissance III estimated less than $10 million in assets and  debts.   ROADMARK: Seeks Aug. 27 Extension to File Proposed Plan ------------------------------------------------------- Roadmark Corporation asks the U.S. Bankruptcy Court for the Eastern District of North Carolina, Raleigh Division, to extend its exclusive periods to (i) file a disclosure statement and proposed plan of reorganization to August 27, 2015, and (ii) obtain confirmation of a plan to October 27, 2015. John Paul H. Cournoyer, Esq., at Northen Blue, LLP, in Chapel Hill, North Carolina, says the Debtor is currently entering its busiest season, with business typically peaking around July or August. He adds that the Debtor has recently negotiated a postpetition financing arrangement with DSCH Capital Partners, LLC, dba Far West Capital, the lender holding a first-priority security interest in the Debtor's inventory and receivables, and expects to file a motion to approve this postpetition financing in the next few days. Mr. Cournoyer relates in addition to the cash flow benefits of the postpetition financing arrangement, this financing and the cessation of contested cash collateral hearings will provide the Debtor with stability, so that it expects it will be able to obtain better pricing and/or credit terms from its vendors. Mr. Cournoyer tells the Court that the Debtor will be better able to provide adequate information for its disclosure statement and formulate a feasible plan or reorganization after implementation of the postpetition financing and operating through its busy season. At that time, creditors would also be able to evaluate the proposed plan and the likelihood of Debtor's successful reorganization, Mr. Cournoyer adds. The Debtor is represented by: John A. Northen, Esq. Vicki L. Parrott, Esq. John Paul H. Cournoyer, Esq. NORTHEN BLUE LLP Post Office Box 2208 Chapel Hill, NC 27515-2208 Telephone: (919)968-4441 Email: jan@nbfirm.com vlp@nbfirm.com jpc@nbfirm.com About Roadmark Corporation Roadmark Corporation is a regional full-service highway paving  striper operating primarily in North Carolina, South Carolina,  Virginia and Maryland.   Roadmark filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.C. Case No. 15-00432) in Raleigh, North Carolina, on Jan. 26, 2015.  The case is assigned to Judge David M. Warren.   The Debtor disclosed $14.5 million in assets and $15.0 million in  liabilities in its schedules.   The Debtor tapped John Paul H. Cournoyer, Esq., and Vicki L. Parrott, Esq., at Northen Blue, LLP, in Chapel Hill, North  Carolina, as counsel. The Debtor also tapped Nelson & Company as  accountants and The Finley Group, Inc., as financial consultant.   The U.S. Trustee appointed eight creditors to serve on the  official  committee of unsecured creditors.   ROCKWELL MEDICAL: To Issue 2 Million Shares Under Incentive Plan ---------------------------------------------------------------- Rockwell Medical, Inc. filed a Form S-8 registration statement with the Securities and Exchange Commission to register 2,000,000 shares of its common stock issuable under the Amended and Restated 2007 Long Term Incentive Plan. The proposed maximum aggregate offering price is $21.5 million. A full-text copy of the prospectus is available for free at http://is.gd/KAh1KT About Rockwell Rockwell Medical, Inc. (Nasdaq: RMTI), headquartered in Wixom, Michigan, is a fully-integrated biopharmaceutical company targeting end-stage renal disease ("ESRD") and chronic kidney disease ("CKD") with innovative products and services for the treatment of iron deficiency, secondary hyperparathyroidism and hemodialysis (also referred to as "HD" or "dialysis"). Rockwell's lead investigational drug is in late stage clinical development for iron therapy treatment in CKD-HD patients. It is called Soluble Ferric Pyrophosphate ("SFP"). SFP delivers iron to the bone marrow in a non-invasive, physiologic manner to hemodialysis patients via dialysate during their regular dialysis treatment. Rockwell reported a net loss of $21.3 million in 2014, a net loss of $48.8 million in 2013 and a net loss of $54.02 million in 2012. As of March 31, 2015, the Company had $97.2 million in total assets, $10.3 million in total liabilities, all current, $19.0 million in deferred license revenue, and $67.8 million in total shareholders' equity. ROCKWELL MEDICAL: To Offer $200 Million Common Shares ----------------------------------------------------- Rockwell Medical, Inc. filed a Form S-3 registration statement with the Securities and Exchange Commission relating to the offering of its common stock having a proposed maximum aggregate offering price of $200 million. The Company may offer and sell these securities to or through one or more underwriters, dealers and agents, or directly to purchasers, on a continuous or delayed basis. The Company's common stock is listed on the Nasdaq Global Market and traded under the symbol "RMTI." On May 21, 2015, the closing sale price of the Company's common stock on Nasdaq was $10.31 per share. A full-text copy of the preliminary prospectus is available at: http://is.gd/9vX3kS About Rockwell Rockwell Medical, Inc. (Nasdaq: RMTI), headquartered in Wixom, Michigan, is a fully-integrated biopharmaceutical company targeting end-stage renal disease ("ESRD") and chronic kidney disease ("CKD") with innovative products and services for the treatment of iron deficiency, secondary hyperparathyroidism and hemodialysis (also referred to as "HD" or "dialysis"). Rockwell's lead investigational drug is in late stage clinical development for iron therapy treatment in CKD-HD patients. It is called Soluble Ferric Pyrophosphate ("SFP"). SFP delivers iron to the bone marrow in a non-invasive, physiologic manner to hemodialysis patients via dialysate during their regular dialysis treatment. Rockwell reported a net loss of $21.3 million in 2014, a net loss of $48.8 million in 2013 and a net loss of $54.02 million in 2012. As of March 31, 2015, the Company had $97.2 million in total assets, $10.3 million in total liabilities, all current, $19.0 million in deferred license revenue, and $67.8 million in total shareholders' equity. ROUNDY’S SUPERMARKET: Bank Debt Trades at 3% Off -------------------------------------------------- Participations in a syndicated loan under which Roundy’s Supermarket Inc. is a borrower traded in the secondary market at 96.85 cents-on-the- dollar during the week ended Friday, May 29, 2015, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in the June 2, 2015 edition of The Wall Street Journal. This represents an increase of 0.14 percentage points from the previous week, The Journal relates. Roundy’s Supermarket Inc. pays 475 basis points above LIBOR to borrow under the facility. The bank loan matures on February 17, 2021, and carries Moody's B2 rating and Standard & Poor's B rating. The loan is one of the biggest gainers and losers among 274 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. SAAD INVESTMENTS: Seeks U.S. Recognition of Cayman Proceedings -------------------------------------------------------------- The joint official liquidators of Saad Investments Company Limited filed a Chapter 15 bankruptcy petition for SICL to seek recognition of SICL's liquidation proceedings pending before the Grand Court of the Cayman Islands, Financial Services Division. The Joint Official Liquidators -- Hugh Dickson of Grant Thornton Specialist Services (Cayman) Limited and Stephen Akers and Mark Byers of Grant Thornton U.K. L.L.P -- are in the midst of a lengthy and complex liquidation process based in the Cayman Islands for which they are the sole persons authorized to act on SICL's behalf. SICL's multibillion-dollar liquidation is international in scale and has been in progress for almost six years. The Cayman Island Proceeding involves over $9.7 billion in assets and about $3.754 billion in liabilities, stemming from holdings and obligations located in multiple jurisdictions in the Caribbean, Europe, Australia, and Middle East. Accordingly, in carrying out their duties, the JOLs have already sought and received recognition of the Cayman Islands Proceeding as a foreign main proceeding in multiple jurisdictions, including in England and Australia, and brought various legal proceedings to recover SICL's assets on behalf of creditors. To date, they have recovered over $450 million in assets. The JOLs seek recognition of the Cayman Islands Proceeding to efficiently administer SICL's assets and investigate SICL's affairs in the United States. $9 Billion in Assets at its Peak SICL, incorporated in the Cayman Islands, was formed by Maan Al-Sanea of Saudi Arabia, to manage his non-Saudi Arabian assets, including a portfolio consisting of equities, funds, interest bearing securities, and real estate. According to its internal accounting records, SICL held about an estimated $9 billion in assets and $4.5 billion in liabilities. SICL's interests are spread across the globe, including in the Caribbean, Australia, Europe, and the Middle East. Around May 28, 2009, the Saudi Arabian Monetary Authority ("SAMA") froze Al-Sanea's assets. The freeze was reported globally and triggered the withdrawal by Moody's of the credit rating of SICL's debt in early June 2009 Prior to the freeze, SICL entered into a Credit Facility Agreement with a syndicate of banks. The banks made available to SICL a syndicated unsecured revolving credit facility in the amount of US$2.815 billion (the "Credit Facility Agreement"). As a result of the removal of SICL's credit rating, individual banks issued default notices under the Credit Facility Agreement and other bilateral agreements between those banks and SICL and began selling collateral shortly after the SAMA asset freeze. During this time, the Saad Group contemplated an out-of-court restructuring with creditor agreement. A director of the Saad Group sent a letter to SICL's lenders notifying them of the proposed restructuring to "resolve the funding problems with a proper process." In late June 2009, SICL sent a notice to its lenders containing details of a meeting it proposed to be held in early July informing creditors of its restructuring proposals. The meeting never materialized. Instead, on July 30, 2009, Barclays Bank PLC, CALYON, and The Royal Bank of Scotland (the "Petitioning Creditors") -- each a lender under the Credit Facility Agreement -- filed a petition for the winding up of SICL. Following the petition, on August 5, 2009, the Cayman Islands Grand Court appointed Hugh Dickson of Grant Thornton Specialist Services (Cayman) Limited and Stephen Akers and Mark Byers of Grant Thornton U.K. L.L.P as Joint Provisional Liquidators of SICL. On September 18, 2009, Messrs Dickson, Akers and Byers were appointed Joint Official Liquidators of SICL. Related Entities One or more of the JOLs were also appointed as joint official liquidators over various other entities within the Saad Group that were connected to SICL: Liquidation process Date of Group company and jurisdiction Liquidation ------------- ---------------- ----------- Lombard Atlantic Bank N.V. Voluntary 4 Sept. 2009 Liquidation, Curacao Singularis Holdings Limited Court Supervised 18 Sept. 2009 Liquidation, Cayman Islands LA Investments Limited Members' Voluntary 21 Sept. 2009 Liquidation, UK Saad Inv. Finance Co. Ltd. Court Supervised 26 Oct. 2009 Liquidation, Cayman Islands Saad Inv. Finance Co. (No. 2) Court Supervised 26 Oct. 2009 Liquidation, Cayman Islands Saad Inv. Finance Co. (No. 3) Court Supervised 26 Oct. 2009 Liquidation, Cayman Islands Saad Inv. Finance Co. (No. 8) Court Supervised 26 Oct. 2009 Liquidation, Cayman Islands Saad Inv. Finance Co. (No. 9) Court Supervised 26 Oct. 2009 Liquidation, Cayman Islands Saad Inv. Finance Co (No. 10) Court Supervised 26 Oct. 2009 Liquidation, Cayman Islands Ringmore Limited Summary Winding 25 Nov. 2009 up, Jersey Saad Cayman Limited Court Supervised 4 Dec. 2009 Liquidation, Cayman Islands Saad Financial Advisory Services Ltd. Official Liquid. 22 Feb. 2010 in Dubai International Financial Centre There are multiple foreign proceedings related to the Cayman Islands Proceeding that have already received recognition as foreign main proceedings in U.S. court. First is Saad Investments Finance Company (No. 5) Limited, which is a wholly owned subsidiary of SICL and also in official liquidation in the Cayman Islands. Due to a conflict, Petitioners were not appointed as Joint Official Liquidators of Saad Investments Finance Company (No. 5) Limited; instead Mark Longbottom and Nicholas Paul Matthews of Kinetic Partners were appointed as the entity's Joint Official Liquidators. Saad Investments Finance Company (No. 5) Limited's Cayman Islands insolvency proceeding was recognized as a foreign main proceeding by order of the Bankruptcy Court for the District of Delaware, Case No. 09-13985-KG, Docket No. 39, December 4, 2009. The second related proceeding is Awal Bank, BSC, which is a foreign banking corporation incorporated in the Kingdom of Bahrain. SICL is a 48% shareholder of Awal Bank. On July 30, 2009, the Central Bank of Bahrain placed Awal Bank into administration and appointed Charles Russell, a British law firm with a Bahrain office, as External Administrator. Awal Bank's Bahrain insolvency proceeding was recognized as a foreign main proceeding by order of the Bankruptcy Court for the Southern District of New York, Case No. 09-15923 (ALG), Docket No. 18, October 28, 2009. Subsequently, Awal Bank filed a voluntary petition under chapter 11 of the Bankruptcy Code also in the Bankruptcy Court for the Southern District of New York, Case No. 10-15518 (ALG). Finally, there is a third set of proceedings for seven of Awal Bank's subsidiaries -- Awal Master Fund, Awal Finance Company Limited, Awal Feeder 1 Fund Limited, Awal Finance Company (No. 2) Limited, Awal Finance Company (No. 3) Limited, Awal Finance Company (No. 4) Limited, and Awal Finance Company (No. 5) Limited (collectively, the "Awal Subsidiaries"). Each of the Awal Subsidiaries has liquidation proceedings in the Cayman Islands. Chris Johnson, Russell Homer, Bruce Alexander MacKay, and Geoffrey Lambert Carton-Kelly were appointed as the Joint Official Liquidators of the Awal Subsidiaries. The Awal Subsidiaries' Cayman Islands proceedings were recognized by order of the Bankruptcy Court for the Southern District of New York, Case No. 15-10652 (MEW), Docket No. 15, May 5, 2015. About Saad Investments Saad Investments Company Limited is the main holding company of a group of Saad entities. The Saad Group's Chairman and SICL's beneficial owner is Maan Al-Sanea of Saudi Arabia. According to Forbes magazine, Al-Sanea's net worth was once $7 billion, ranking him as the world's 62nd richest person. SICL's stated purpose was to hold and manage Al-Sanea's non-Saudi Arabian assets, including a portfolio consisting of equities, funds, interest bearing securities, and real estate. The joint official liquidators of SICL filed a Chapter 15 petition (Bankr. S.D.N.Y. Case No. 15-11440) in Manhattan in the United States on May 29, 2015, to seek recognition of SICL's winding up proceedings in the Cayman Islands. The U.S. case is assigned to Judge James L. Garrity Jr. Randall Adam Swick, Esq., at Reid Collins & Tsai LLP, serves as counsel in the U.S. case. SEADRILL LTD: Bank Debt Trades at 18% Off ----------------------------------------- Participations in a syndicated loan under which Seadrill Ltd. is a borrower traded in the secondary market at 82.48 cents-on-the- dollar during the week ended Friday, May 29, 2015, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in the June 2, 2015 edition of The Wall Street Journal. This represents a decrease of 0.94 percentage points from the previous week, The Journal relates. Seadrill Ltd. pays 300 basis points above LIBOR to borrow under the facility. The bank loan matures on February 17, 2021, and carries Moody's Ba3 rating and Standard & Poor's BB- rating. The loan is one of the biggest gainers and losers among 274 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. SEVENTY SEVEN ENERGY: Moody's Lowers CFR to 'B2', Outlook Negative ------------------------------------------------------------------ Moody's Investors Service downgraded Seventy Seven Energy Inc.'s Corporate Family Rating to B2 from Ba3, its Probability of Default Rating to B2-PD from Ba3-PD, its $500 million Notes due 2022 to Caa1 from B2, while its SGL-2 Speculative Grade Liquidity rating was unchanged. The debts of SSE's operating subsidiary, Seventy-Seven Operating LLC were downgraded as follows: the $500 million term loan to Ba2 from Ba1 and its $650 million Notes due 2019 to B3 from Ba3. The rating outlook was changed to negative from stable. "The downgrade reflects weak credit metrics and sustained elevated debt levels through 2016, stemming from the negative impact of low oil prices on the demand for Seventy Seven Energy's drilling rig and hydraulic fracturing services," said Terry Marshall, Moody's Senior Vice President. "The company's cash flow will continue to be challenged as drilling contracts begin to roll off through 2016 in an oversupplied market leading to pricing pressure on rig day rates." Downgrades: Issuer: Seventy Seven Energy Inc. -- Probability of Default Rating, Downgraded to B2-PD from Ba3-PD -- Corporate Family Rating, Downgraded to B2 from Ba3 -- Senior Unsecured Regular Bond/Debenture, Downgraded to B3(LGD4) from Ba3(LGD4) -- Senior Unsecured Regular Bond/Debenture, Downgraded to Caa1(LGD5) from B2(LGD5) Issuer: Seventy Seven Operating LLC -- Senior Secured Bank Credit Facility, Downgraded to Ba2(LGD2) from Ba1(LGD2) Outlook Actions: Issuer: Seventy Seven Energy Inc. -- Outlook, Changed To Negative From Stable Issuer: Seventy Seven Operating LLC -- Outlook, Changed To Negative From Stable Seventy-Seven Energy's B2 CFR reflects very high leverage, exposure to the highly cyclical oil and natural gas land drilling and hydraulic fracturing activities and limited track record as a standalone entity competing for market share with non-Chesapeake Energy Corporation (Ba1 positive) customers. The rating is supported by its fleet of land drilling rigs and contracts and pressure pumping contracts that provide a measure of revenue visibility in 2015 and 2016. The company has a broad geographic footprint in the onshore US and it has more service line diversification than most single-B rated oilfield services and land drilling peers. SSE's SGL-2 rating is based on Moody's expectation that the company will maintain good liquidity through mid-2016. At March 31, 2015 pro-forma for the incremental US$100 million add-onto its term loan facility, which closed in May 2015, SSE has about $40 million in cash and an undrawn $275 million borrowing base revolver, which matures in April 2019. Cash on hand and drawings under the revolver will be sufficient to fund the negative free cash flow of about $85 million through June 30, 2016. The revolver has no financial covenants unless revolver utilization exceeds 90% of the committed amount, at which time a minimum fixed charge coverage ratio of 1.0x would be applicable. Based on limited expected utilization of the revolver, the company has ample headroom for compliance. SSE's assets are fully encumbered, limiting its ability to raise cash through asset sales. Seventy Seven Operating LLC (SSO) is an operating subsidiary of SSE and is the obligor under the $275 million revolver (not rated), $500 million term loan and $650 million senior notes due 2019. The revolver is secured by a first lien on all of the company's accounts receivable, inventory and other current assets as defined in the agreement. The term loan is secured by a first lien on all of the company's drilling rigs, oilfield services equipment and other long-term tangible assets. The first priority position and relative size of the term loan results in it being rated Ba2, or three notches above the B2 CFR under Moody's Loss Given Default Methodology. The 2019 notes are unsecured obligations of SSO and guaranteed by all of SSO's subsidiaries on a senior unsecured basis. SSE is a holding company and its $500 million senior notes due 2022 are unsecured with no subsidiary guarantees until the 2019 notes are retired. Therefore the $500 million senior notes are structurally subordinated to all debts at SSO, resulting in those notes being rated Caa1, two notches beneath the B2 CFR. The 2019 notes are subordinate to the senior secured claims of the term loan and revolver, but ahead of the senior notes at SSE, resulting in the 2019 senior notes being rated B3, one notch below the CFR. The rating outlook is negative reflecting the expectation that credit metrics will remain weak over the next 12 to 18 months as a result of an industry decline in US land drilling activity and completions. SSE's ratings could be downgraded if debt to EBITDA appears likely to be sustained above 6x, if EBITDA to interest falls below 2x, or if liquidity declines materially. The ratings are not likely to be upgraded in 2015. However the rating could be upgraded if debt to EBITDA appeared to be sustainable below 4x while SEE successfully executes its planned growth initiatives with third party customers. Seventy Seven Energy Inc. (SSE, formerly known as Chesapeake Oilfield Operating) is a publicly traded oilfield services company that was spun-off from Chesapeake Energy Corporation (CHK, Ba1 positive) on June 30, 2014. SSE, through Seventy Seven Operating LLC and its subsidiary companies owns and operates drilling rigs, pressure pumping equipment and other oilfield services assets. 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. SPECTRUM BRANDS: S&P Assigns 'BB' Rating on Secured Bank Facility ----------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'BB' issue-level rating to U.S.-based Spectrum Brand Inc.'s (SPB) proposed multi-currency senior secured bank credit facility, which consists of a $500 million five-year revolving credit facility, a $1.45 billion seven-year term loan facility, a EUR300 million seven-year term loan facility, and a C$75 million seven-year term loan facility. The recovery rating on the proposed bank credit facility is '1', indicating that lenders could expect very high (90% to 100%) recovery in the event of a payment default. S&P expects SPB to use the next proceeds to repay and cancel its existing asset-based loan (ABL) revolver and term loan facilities, and retire its $300 million 6.75% notes due 2020. S&P will withdraw its ratings on these debt facilities following repayment. Debt outstanding pro forma for the proposed transaction is about $4.4 billion. All of S&P's existing ratings on SPB, including its 'B+' corporate credit rating, are unchanged. The outlook is stable. S&P's ratings assume the transaction closes substantially on the terms provided to S&P. "Our ratings on SPB reflect its participation in highly competitive low-growth product categories; its limited pricing power (in part because of modest brand equity for certain of its products compared with segment leaders whose products have better name recognition); and its susceptibility to input cost and currency volatility, seasonality, and the potential effects of weather on its home and garden and auto care businesses. We also recognize the appeal of SPB's lower-priced product offerings to value-conscious consumer--which we expect will continue to perform relatively well in a weak growth environment--compared to higher-priced market leading brands. In addition, we expect SPB to strengthen credit ratios over the next two years following its $1.4 billion acquisition of Armored Auto Group, including improving leverage and funds from operations (FFO) to debt slightly below 5x and above 13%, respectively. However, we believe SPB's financial policy will remain aggressive, in part because of HRG Group Inc.'s continued majority ownership stake. This is a constraining factor to our financial policy assessment, particularly with respect to HRG's influence on SPB's appetite for debt-financed acquisitions," S&P said. RATINGS LIST Spectrum Brands Inc. Corporate Credit Rating B+/Stable/-- New Rating Spectrum Brands Inc. Senior Secured US$500 mil. 5-year revolving credit fac BB Recovery Rating 1 US$1.45 bil. 7-year term loan fac BB Recovery Rating 1 EUR300 mil. 7-year term loan fac BB Recovery Rating 1 C$75 mil. 7-year term loan facility BB Recovery Rating 1 SPENDSMART NETWORKS: 2015 Annual Meeting Set for August 11 ---------------------------------------------------------- The Board of Directors of SpendSmart Networks, Inc. set the date for the 2015 annual meeting of stockholders for Aug. 11, 2015. Stockholder proposals intended to be presented in SpendSmart's proxy materials relating to its 2015 annual meeting of stockholders must be received by SpendSmart within a reasonable period of time before SpendSmart begins to print and send its proxy materials, which it anticipates will be on July 1, 2015. Stockholder proposals intended to be presented in SpendSmart's proxy materials relating to its 2015 annual meeting of stockholders also must satisfy the requirements of the proxy rules promulgated by the Securities and Exchange Commission. Any other stockholder proposals to be presented at the 2015 annual meeting of stockholders must be delivered in writing to SpendSmart's Secretary at its principal executive offices on or before June 22, 2015. The proposal must contain specific information required by SpendSmart's Bylaws. In accordance with procedures set forth in SpendSmart's Bylaws, stockholders may propose nominees for election to the Board of Directors only after providing timely written notice to SpendSmart's secretary. To be timely, a stockholder's notice to the secretary must be delivered in writing to SpendSmart's Secretary at its principal executive offices on or before June 22, 2015. The notice must contain specific information required by SpendSmart's Bylaws. About SpendSmart Networks SpendSmart Networks, Inc., provides proprietary loyalty systems and a suite of digital engagement and marketing services that help local merchants build relationships with consumers and drive revenues. These services are implemented and supported by a vast network of certified digital marketing specialists, aka "Certified Masterminds," who drive revenue and consumer relationships for merchants via loyalty programs, mobile marketing, mobile commerce and financial tools, such as prepaid card and reward systems. We enter into licensing agreements for our proprietary loyalty marketing solution with "Certified Masterminds" which sell and support the technology in their respective markets. The Company's products aim to make Consumers' dollars go further when they spend it with merchants in the SpendSmart network of merchants, as they receive exclusive deals, earn rewards and ultimately build a connection with their favorite merchants. SpendSmart Networks incurred a net loss of $12.2 million on $4.03 million of total revenues for the year ended Dec. 31, 2014, compared to a net loss of $14.09 million on $0 of total revenues for the year ended Dec. 31, 2013. As of March 31, 2015, the Company had $10.1 million in total assets, $2.91 million in total liabilities, and $7.18 million in total stockholders' equity. EisnerAmper LLP, in Iselin, New Jersey, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that the Company has recurring net losses since inception and has yet to establish a profitable operation. These factors among others raise substantial doubt about the ability of the Company to continue as a going concern, according to the regulatory filing. SPINE PAIN: Reports $346K Net Loss in First Quarter --------------------------------------------------- Spine Pain Management, Inc., filed its quarterly report on Form 10-Q, disclosing a net loss of $346,000 on $416,000 of revenue for the three months ended March 31, 2015, compared with a net loss of $480,000 on $335,000 of revenue for the same period in 2014. The Company's balance sheet at March 31, 2015, showed $5.99 million in total assets, $1.78 million in total liabilities, and stockholders' equity of $4.21 million. A copy of the Form 10-Q is available at http://is.gd/0m9RVi About Spine Pain Management Houston, Texas-based Spine Pain Management, Inc., is a medical marketing, management, billing and collection company facilitating diagnostic services for patients who have sustained spine injuries resulting from traumatic accidents. Ham, Langston & Brezina, LLP, expressed substantial doubt about the Company's ability to continue as a going concern, citing that the Company has an accumulated deficit of $15.3 million as of and for the year ended Dec. 31, 2014. Additionally, the Company is not generating sufficient cash flows to meet its regular working capital requirements. The Company reported a net loss of $1.69 million on $2.05 million of net revenue for the year ended Dec. 31, 2014, compared to a net loss of $626,000 on $3.3 million of net revenue in 2013. The Company's balance sheet at Dec. 31, 2014, showed $6.09 million in total assets, $1.53 million in total liabilities and total stockholders' equity of $4.56 million. STATE FISH: Bankruptcy Court Sets Claims Bar Dates -------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California established these bar dates in relation to the Chapter 11 cases of State Fish Co., Inc. and Calpack Foods, LLC: General Bar Date: July 7, 2015 Governmental Bar Date: July 27, 2015 503(b)(9) Bar Date: July 7, 2015 Co-Debtor Bar Date: Aug. 6, 2015 501(c)Bar Date: Aug. 6, 2015 R. Todd Neilson as Chapter 11 trustee for the Debtors, asked the Court to set the bar dates. Any proof of claim or interest must be filed with the Clerk of Court at the U.S. Bankruptcy Court, 255 E. Temple Street, Los Angeles, California, by mail, in person, electronically, or by personal service received by 4:00 p.m. Pacific Time on the applicable bar date. Proofs of claim or interest may not be filed by facsimile or electronic mail. Proofs of claim or interest that previously were filed with the Clerk of the Court need not be re-filed. About State Fish State Fish Co., Inc., was founded in 1932 and began as a small local wholesale fish buyer in California. Under the leadership of Sam DeLuca, State Fish expanded from a small fresh fish company to an internationally-known import and export company operating its own processing and cold store facilities near the Port of Los Angeles. Calpack Foods, LLC, a wholly owned subsidiary, was formed in April 2012 to produce high quality food and beverage products. State Fish and Calpack Foods filed voluntary Chapter 11 bankruptcy petitions (C.D. Cal. Lead Case No. 15-11084) on Jan. 26, 2015, amid a family dispute and liquidity woes brought by declining fish catches. Sisters Vanessa DeLuca, Roseann DeLuca and Janet Esposito, backed the bankruptcy filing while John DeLuca has opposed the Chapter 11 effort. The Hon. Sandra R. Klein presides over the jointly administered cases. Amir Gamliel, Esq., and Alan D Smith, Esq., at Perkins Coie LLP, serve as the Debtors' counsel. George Blanco, at Avant Advisory Group, acts as chief restructuring officer. State Fish disclosed $34,868,772 in assets and $10,084,671 in liabilities as of the bankruptcy filing. The U.S. Trustee has appointed three entities -- Cedar Cold Services LLC, Star-Box Inc., and Queen City Seafood Sales -- to serve on the official committee of unsecured creditors. The panel has tapped Levene, Neale, Bender, Yoo & Brill LLP to serve as its general counsel. R. Todd Neilson has been appointed as Chapter 11 trustee effective as of Feb. 27, 2015. STOCKTON PUBLIC: S&P Raises Rating on 2006A Revenue Bonds to 'BB' ----------------------------------------------------------------- Standard & Poor's Ratings Services raised its underlying rating (SPUR) to 'BB' from 'B' on the Stockton Public Financing Authority, Calif.'s series 2006A revenue bonds, issued on behalf of the successor agency (SA) to the Stockton Redevelopment Agency (RDA). The outlook is positive. "The rating action reflects our view of strong growth in assessed valuation among all three redevelopment project areas that support the three loans that the agency uses to repay the bonds," said Standard & Poor's credit analyst Chris Morgan. "We calculate that all are showing increased pledged revenues for fiscal 2015 and that only one project area has pledged revenues that fall substantially below 1x its respective maximum annual debt service requirement," added Mr. Morgan. "The positive outlook reflects our estimate that assessed value growth similar to that experienced in fiscal 2015 would enable all three project areas to generate sufficient revenues to meet their respective maximum annual debt service requirements." The series 2006A bonds are secured by three separate loans to be paid to the authority from tax increment revenue, net of a former 20% housing set-aside requirement, from three project areas: North, Midtown Merged, and South Merged. The agency is not required to use shortfalls in one project area to address inadequate pledged revenue in another. As a result, the rating on the series 2006A reflects S&P's view that the North and South Merged areas represent the weakest components of the pooled structure. Each loan supporting the series 2006A bonds has a cash-funded reserve sized to the least of maximum annual debt service, 1.25x average annual debt service, or 10% of principal. STRICKLAND AND DAVIS: 11th Cir. Affirms Dismissal of Appeals ------------------------------------------------------------ The United States Court of Appeals for the Eleventh Circuit affirmed the district court's dismissal of notices of appeal filed in the case captioned ROY W. DAVIS, VONCILE DAVIS, CINDY TAYLOR, MELISSA TERRELL, Plaintiffs-Appellants, v. TAZEWELL T. SHEPARD, III, (Trustee), Defendant-Appellee, NO. 14-13104, NON-ARGUMENT CALENDAR (11th Cir.) On May 1, 2012, the bankruptcy court issued an order affirming the Final Report of Strickland and Davis International, Inc.'s Trustee, Tazewell T. Shepard, III, and allowing him to recover compensation for administering Strickland's bankruptcy estate. On May 29, 2012, three sets of notice of appeal were filed: (1) the Strickland Notices, filed on behalf of the company by Roy Davis, Voncile Davis, Cindy Taylor, and Melissa Terrell; (2) the Individual Capacity Notices filed by Roy Davis, Voncile Davis, Cindy Taylor, and Melissa Terrell; and (3)to the extent the district court considered it an amended notice filed in response to the bankruptcy court's May 11, 2012 order, the Roy Davis Notice filed by Roy Davis in his individual capacity. The district court found appellants' notices of appeal to be untimely and insufficient, and consequently dismissed them for lack of jurisdiction. Alternatively, the court also dismissed on the ground of equitable mootness. The 11th Circuit agreed with the district court in finding that the Individual Capacity Notices were untimely as they were filed outside the 14-day window imposed by the Federal Rule of Bankruptcy Procedure 8002. The appellate court also held that the district court correctly dismissed the Strickland and Roy Davis appeals on the ground of equitable mootness. The appellants did not file a motion for a stay pending appeal of the order approving the Trustee's Final Report. The Trustee completed his liquidation and distribution of Strickland's estate. The Trustee has conveyed to Samara Consultant Group ("Samara") the mortgage on Roy and Voncile Davis's property, and Samara has completed foreclosure proceedings. At this point, the court is powerless to grant relief. A copy of the 11th Circuit's May 11, 2015 decision is available at http://is.gd/yx8ZOZfrom Leagle.com. About Strickland and Davis International, Inc. Strickland and Davis International, Inc. filed a Chapter 7 bankruptcy petition in January 2008. In April 1996, Strickland entered into a joint venture with Samara Consultant Group to pursue grain sales in the Republic of Yemen, with the parties agreeing to split evenly any profits resulting from their business endeavors. At some point thereafter, Strickland contracted with the Republic of Yemen for the delivery of grain, which contract the Republic subsequently breached. SUNGUARD AVAILABILTY: Debt Trades at 6% Off ------------------------------------------- Participations in a syndicated loan under which SunGuard Availability is a borrower traded in the secondary market at 93.85 cents-on-the- dollar during the week ended Friday, May 29, 2015, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in the June 2, 2015 edition of The Wall Street Journal. This represents a decrease of 0.32 percentage points from the previous week, The Journal relates. SunGuard Availability pays 400 basis points above LIBOR to borrow under the facility. The bank loan matures on March 27, 2019, and carries Moody's Ba3 rating and Standard & Poor's B+ rating. The loan is one of the biggest gainers and losers among 274 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. SUPER BUY FURNITURE: Seeks Issuance of Final Decree --------------------------------------------------- Super Buy Furniture, Inc., asks the United States Bankruptcy Court for the District of Puerto Rico to issue a final decree. Charles A. Cuprill-Hernandez, Esq., at Charles A. Cuprill, P.S.C. Law Offices, in San Juan, Puerto Rico, says the Debtor's Liquidation Plan has been substantially consummated and accordingly, the Court can issue a final decree if no opposition to the application is filed. The Debtor is represented by: Charles A. Cuprill-Hernandez, Esq. CHARLES A. CUPRILL, P.S.C. LAW OFFICES 356 Fortaleza Street, Second Floor San Juan, PR 00901 Telephone: 787-997-0515 Facsimile: 787-977-0518 Email: ccuprill@cuprill.com About Super Buy Cidra, Puerto Rico-based Super Buy Furniture, Inc., operator of  furniture stores throughout Puerto Rico under the business name of  "Casa Pitusa Muebles y Enseres", filed a Chapter 11 bankruptcy  petition (Bankr. D.P.R. Case No. 14-05523) in Old San Juan, Puerto  Rico, on July 3, 2014.   The Company disclosed $18.2 million in assets and $26.8 million in debt in its original schedules.   The Company has tapped the firm O'Neill & Borges, in San Juan,  Puerto Rico, as counsel, and CPA Luis R. Carrasquillo & Co.,  P.S.C., as financial consultant.   The Debtor, the Official Committee of General Unsecured Creditors,  Empresas Berrios, Inc., and Rent Express by Berrios, Inc.,  submitted a Joint Plan of Reorganization and explanatory Disclosure Statement dated Dec. 23, 2014.   The Plan contemplates the orderly liquidation of Super Buy's  assets through their sale in an organized manner overseen by  Debtor and the Committee. It is estimated that the liquidation  will take from six to nine months, as of Dec. 1, 2014. Discounts  for the sale of Debtor's assets will be agreed to by the Parties  and will depend on the demand by customers.   The U.S. Trustee for Region 21 appointed seven creditors to serve  in the official committee of unsecured creditors in the case.  Javier Vilarino and Ferraiuoli, LLC, serves as legal counsel to the  Creditors Committee.  TALLGRASS DEVELOPMENT: S&P Affirms Then Withdraws 'BB-' CCR ----------------------------------------------------------- Standard & Poor's Ratings Services said it affirmed its 'BB-' long-term corporate credit rating on Tallgrass Development L.P., a midstream energy provider located in Leawood, Kan. S&P subsequently withdrew the corporate credit rating. S&P also withdrew the 'BB+' senior secured debt rating and '1' recovery rating. S&P is withdrawing the ratings following Tallgrass' recent full repayment of its senior secured debt. The rating outlook at the time of the withdrawal was stable. TENET HEALTHCARE: S&P Retains 'B' CCR After Term Note Add-On ------------------------------------------------------------ Standard & Poor's Ratings Services said that all ratings on Tenet Healthcare Corp., including the 'B' corporate credit rating, are unchanged following the company's announcement that it increased the new senior secured notes by $400 million to $900 million. The 'BB-' issue-level rating on Tenet Healthcare Corp.'s secured debt remains unchanged. The recovery rating remains '1,' indicating S&P's expectation of very high (90% to 100%) recovery in the event of a payment default. In addition, the 'CCC+' issue-level rating on the company's unsecured debt is unchanged. The recovery rating on this debt remains '6,' indicating S&P's expectation of negligible (0% to 10%) recovery in the event of a payment default. The company will use proceeds of the new secured notes and its new $1.9 billion senior unsecured notes to complete the acquisition of United Surgical Partners International Inc. (USPI) and Aspen Healthcare Ltd., as well as pay down the revolver. RATINGS LIST Tenet Healthcare Corp. Corporate Credit Rating B/Stable/-- Tenet Healthcare Corp. Senior Secured BB- Recovery Rating 1 Senior Unsecured CCC+ Recovery Rating 6 TENET HEALTHCARE: To Sell $500 Million Senior Secured Notes ----------------------------------------------------------- Tenet Healthcare Corporation is offering to sell $500 million aggregate principal amount of newly issued senior secured notes through a private placement. In addition, THC Escrow Corporation II, a Delaware corporation established to issue the THC unsecured notes, is offering to sell $1.9 billion aggregate principal amount of senior unsecured notes through a private placement. The Tenet secured notes will be guaranteed by certain of its subsidiaries and secured by a pledge of the capital stock and other ownership interests of certain of Tenet's subsidiaries. The net proceeds of the Tenet secured notes will be used to repay the $400 million aggregate principal amount of term loans outstanding under its Interim Loan Agreement, dated March 23, 2015, and for general corporate purposes, which may include payment of a portion of the cash consideration in respect of the purchase of the Company's equity interests in its joint venture with United Surgical Partners International. The gross proceeds of the THC unsecured notes will be used in part (i) to pay the cash consideration in respect of the Purchasers, (ii) to pay the cash consideration in respect of our previously announced acquisition of 100% of the issued A shares, B1 shares and B2 shares of European Surgical Partners Ltd, (iii) for the refinancing of indebtedness of USPI, and (iv) to pay related transaction fees and expenses. The notes being offered have not been registered under the Securities Act of 1933, as amended, or any state securities laws. As a result, they may not be offered or sold in the United States or to any U.S. persons, except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Accordingly, the notes are being offered only to "qualified institutional buyers" under Rule 144A of the Securities Act or, outside the United States, to persons other than "U.S. persons" in compliance with Regulation S under the Securities Act. A confidential offering memorandum for the notes, dated today, will be made available to such eligible persons. The offering is being conducted in accordance with the terms and subject to the conditions set forth in the offering memorandum. About Tenet Tenet Healthcare Corporation -- http://www.tenethealth.com/-- is a national, diversified healthcare services company with 110,000 employees united around a common mission: to help people live happier, healthier lives. The company operates 80 hospitals, 214 outpatient centers, six health plans and Conifer Health Solutions, a leading provider of healthcare business process services in the areas of revenue cycle management, value based care and patient communications. Tenet Healthcare reported net income attributable to the Company's shareholders of $12 million for the year ended Dec. 31, 2014, compared to a net loss attributable to the Company's shareholders of $134 million during the prior year. As of March 31, 2015, the Company had $18.42 billion in total assets, $17.2 billion in total liabilities, $208 million in redeemable noncontrolling interests in equity of consolidated subsidiaries and $972 million in total equity. * * * Tenet carries a 'B' IDR from Fitch Ratings, 'B' corporate credit rating from Standard & Poor's Ratings Services and 'B1' Corporate Family Rating from Moody's Investors Service. TRANSFIRST INC: Moody's Affirms 'B3' Corp. Family Rating -------------------------------------------------------- Moody's Investors Service affirmed TransFirst, Inc.'s B3 Corporate Family Rating, B3-PD Probability of Default Rating, and the B2 and Caa2 ratings for the company's first and second lien credit facilities, respectively. The company plans to raise $65 million of incremental first and second lien term loans and use the proceeds, along with cash on hand, to pay a distribution to its parent which will be used to repay a $132 million shareholder-level loan. Pro forma for the recapitalization, TransFirst's total debt to LTM 1Q 2015 adjusted EBITDA, including a full year of estimated processing volumes under the American Express Opt Blue program, will increase to 7.9x, from 7x. However, the company continues to generate strong net revenue and EBITDA growth. The affirmation of TransFirst's ratings reflects the company's strong operating performance and Moody's expectation that total debt to EBITDA should decline to 7x by year-end 2016, about 0.5x higher than previously expected. The B3 CFR primarily reflects TransFirst's elevated leverage and its aggressive financial policies under financial sponsors. The planned dividend recapitalization more than offsets the deleveraging from EBITDA growth and follows TransFirst's leveraged buyout by Vista Equity Partners in November 2014. Although Moody's expects TransFirst's EBITDA (pro forma for the volumes under Opt Blue program) to grow by 6% to 7%, the ratings agency believes that debt-financed returns to shareholders and opportunistic acquisitions will likely cause leverage to remain near 7x. The rating additionally incorporates TransFirst's high business risks from its small operating scale, both relative to its competitors and similarly rated services companies, and the highly competitive merchant acquiring services industry. The rating is supported by TransFirst's track record of solid net revenue and EBITDA growth driven by the addition of new merchant accounts, low volume attrition rates, and high operating leverage through its scalable transaction processing platform. The company generates a high proportion of transaction-based, recurring net revenues that provide revenue stability. Moody's expects TransFirst to generate free cash flow (after potential merchant portfolio acquisitions) of about 5% of total debt over the next 12 months. Moody's could upgrade TransFirst's ratings if the company maintains good earnings growth and generates free cash flow in the high single digit percentages of total debt, and if Moody's believes that total debt-to-EBITDA could be sustained below 6.5x. Conversely, the ratings could be downgraded if Moody's believes that slowing revenue growth, erosion in EBITDA margins or aggressive financial policies will cause total leverage to be sustained above 7.5x (Moody's adjusted), or liquidity materially deteriorates. Issuer: TransFirst, Inc -- Corporate Family Rating -- B3 -- Probability of Default Rating -- B3-PD -- $50 million Senior Secured 1st lien Revolving Credit Facility, due 2019 -- B2 (LGD3) -- $763 million outstanding (upsized from $698 million outstanding) Senior Secured 1st Lien Term Loan, due 2021 – B2 (LGD3) -- $385 million (upsized from $320 million) Senior Secured 2nd Lien Term Loan, due 2022 -- Caa2 (LGD5) -- Outlook -- Stable TransFirst, Inc. is a merchant acquirer and provides payment processing services to small and medium size businesses in the U.S. 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. TRAVELBRANDS INC: Ontario Court Names KPMG as Monitor ----------------------------------------------------- The Ontario Superior Court of Justice appointed KPMG Inc. as monitor for TravelBrands Inc., in the company's proceedings under the Companies' Creditors Arrangement Act pursuant to an order dated May 27, 2015. The firm can be reached at: KPMG Inc. Attn: Marcel Rethore 333 Bay Street, Suite 4600 Toronto, ON M5H 2S5 Tel: (416) 777 3775 Email: mrethore@kmpg.ca TravelBrands Inc. -- http://www.travelbrands.com/-- provides travel agency services. The Company offers vacation packages to Mexico, the Caribbean, Costa Rica, the United States, and other countries. US CENTRIFUGE: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: US Centrifuge Systems, LLC 1428 West Henry Street, Suite C Indianapolis, IN 46221 Case No.: 15-04804 Chapter 11 Petition Date: June 3, 2015 Court: United States Bankruptcy Court Southern District of Indiana (Indianapolis) Judge: Hon. Jeffrey J. Graham Debtor's Counsel: James A. Knauer, Esq. KROGER GARDIS & REGAS, LLP 111 Monument Circle, Suite 900 Indianapolis, IN 46204-5125 Tel: 317-692-9000 Fax: 317-264-6832 Email: jak@kgrlaw.com - and - Harley K Means, Esq. KROGER GARDIS & REGAS, LLP 111 Monument Circle, Suite 900 Indianapolis, IN 46204-5125 Tel: 317-777-7439 Fax: 317-777-7439 Email: hkm@kgrlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Steven Wallace, plant manager. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/insb15-04804.pdf VALLEJO, CA: S&P Hikes Rating on 1999 COPs From 'BB-' ----------------------------------------------------- Standard & Poor's Ratings Services raised its underlying rating (SPUR) to 'BBB-' from 'BB-' on Vallejo, Calif.'s series 1999 certificates of participation (COPs). The outlook is stable. "The raised rating reflects our view of a rebound in the local economy, which has resulted in improved revenue performance and adequate budgetary flexibility," said Standard & Poor's credit analyst Misty Newland. "However, the rating remains constrained by our view of the ongoing challenges to maintaining a structurally balanced budget." The COP rating also reflects S&P's assessment of these factors for the city: -- Adequate economy, -- Weak management, -- Weak budgetary performance, -- Adequate budgetary flexibility, -- Strong liquidity, and -- Adequate debt and contingent liability position. VANTAGE DRILLING: Bank Debt Trades at 17% Off --------------------------------------------- Participations in a syndicated loan under which Vantage Drilling Co. is a borrower traded in the secondary market at 82.85 cents-on-the- dollar during the week ended Friday, May 29, 2015, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in the June 2, 2015 edition of The Wall Street Journal. This represents an increase of 0.35 percentage points from the previous week, The Journal relates. Vantage Drilling Co. pays 400 basis points above LIBOR to borrow under the facility. The bank loan matures on October 25, 2017, and carries Moody's B3 rating and Standard & Poor's B- rating. The loan is one of the biggest gainers and losers among 274 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. VICTORY ENERGY: Hires MLV & Co. as Financial Advisor ---------------------------------------------------- Victory Energy Corporation has engaged MLV & Co. LLC, an independent full-service investment bank, to act as its financial advisor with respect to the placement of the Company's proposed new $75 million credit facility, with initial availability based on agreed acquisitions. "We are excited to be working with MLV because they are a recognized leader in the energy advisory and financing businesses. Since 2010, MLV has helped raise over $25.5 billion for companies, including approximately $10.7 billion for energy companies. We believe their historical transaction track record, their extensive network of financial industry relationships and the variety of debt and equity offerings they have been involved in, all align well with our growth plans in the rapidly changing E&P industry," said Kenny Hill, Victory Energy's CEO. "We believe this new credit facility will support our rapid growth business strategy and its current focus on the acquisition of proved-producing properties. We also consider this relationship a significant step toward accelerating our plans to up-list to a major market exchange." About Victory Energy Austin, Texas-based Victory Energy Corporation is engaged in the exploration, acquisition, development and exploitation of domestic oil and gas properties. Current operations are primarily located onshore in Texas, New Mexico and Oklahoma. Victory Energy reported a net loss of $4.22 million in 2014 following a net loss of $2.11 million in 2013. As of Dec. 31, 2014, the Company had $1.2 million in total assets, $2.67 million in total liabilities and a $1.46 million total stockholders' deficit. Weaver and Tidwell, L.L.P., in Houston, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that the Company has experienced recurring losses since its inception and has an accumulated deficit, which raise substantial doubt regarding the Company's ability to continue as a going concern. WASHINGTON MUTUAL: JPMorgan Wins Legal Battle --------------------------------------------- Emily Glazer and Patrick Fitzgerald, writing for The Wall Street Journal, reported that J.P. Morgan Chase & Co. won a legal battle in its effort to avoid billions of dollars in potential liabilities from its purchase of Washington Mutual Inc.'s banking operations during the financial crisis. According to the report, a U.S. District Court judge in Washington ruled that the Federal Deposit Insurance Corp. must shoulder certain legal claims stemming from decisions that Washington Mutual made before J.P. Morgan bought the business in 2008 at the behest of regulators. To recall, J.P. Morgan and the FDIC have fought for years over who is ultimately liable for claims that arose from the failed Seattle thrift. The Journal said that U.S. District Judge Rosemary M. Collyer's decision, though, does make it more likely that the bank won't ultimately be forced to pay on some other WaMu-related claims, a prospect that could come as a relief to the bank, which has paid out more than $26 billion in recent years related to various crisis-related legal suits and fines. About Washington Mutual Based in Seattle, Washington, Washington Mutual Inc. -- http://www.wamu.com/-- was the holding company for Washington Mutual Bank as well as numerous non-bank subsidiaries. Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S. government regulators. The next day, WaMu and its affiliate, WMI Investment Corp., filed separate petitions for Chapter 11 relief (Bankr. D. Del. 08-12229 and 08-12228, respectively). WaMu owns 100% of the equity in WMI Investment. WELLESLEY REALTY: Suit Against Massachusetts Town Dismissed ----------------------------------------------------------- Bankruptcy Judge Joan N. Feeney dismissed for lack of jurisdiction the adversary proceeding in the case captioned WELLESLEY REALTY ASSOCIATES, LLC, Plaintiff, v. TOWN OF WELLESLEY, MASSACHUSETTS, Defendant, ADV. P. NO. 14-1159 (D. Mass.). On August 6, 2014, the debtor filed an adversary proceeding against the Town of Wellesley to repossess from the Town certain funds related to the Debtor's housing project. In her May 11, 2015 memorandum which is available at http://is.gd/i2YjLEfrom Leagle.com, Judge Feeney concluded that the court lacks jurisdiction with respect to the said adversary proceeding, as the recovery of funds will have no effect on the bankruptcy estate or distributions to creditors. Property of the estate vested in the debtor and all claims were settled or paid in full at the effective date of the debtor's Plan of Reorganization, which was October 19, 2014. In the alternative, even if the court were to find that it has jurisdiction because the adversary proceeding was commenced before confirmation of the Third Amended Plan of Reorganization, the court shall voluntarily abstain from determining the merits of the said adversary proceeding. About Wellesley Realty Associates, LLC Wellesley Realty Associates, LLC filed a Chapter 11 petition (Bankr. D. Mass. Case No. 12-16889) on August 20, 2012. Judge Henry J. Boroff presided over the case. John M. McAuliffe, Esq., at McAuliffe & Associates, P.C., served as counsel to the Debtor. In its petition, the Debtor estimated $1 million to $10 million in both assets and debts. The petition was signed by Dean Behrend, manager. It obtained confirmation of its Third Amended Plan of Reorganization on August 20, 2014. WESTMORELAND COAL: Signs Contribution Agreement with WMLP --------------------------------------------------------- Westmoreland Coal Company and Westmoreland Resource Partners, LP, entered into a contribution agreement on June 1, 2015, pursuant to which WCC would make a contribution to WMLP of all of the outstanding equity interests in Westmoreland Kemmerer, LLC, a Delaware limited liability company (formerly Westmoreland Kemmerer, Inc. Upon closing the Contribution, WMLP would own 100% of the outstanding equity interests in Kemmerer, which owns and operates the Kemmerer Mine in Lincoln County, Wyoming. The aggregate consideration for the Contribution will be approximately $230 million, to be paid in a combination of $135 million in cash, $20 million in common units and $75 million in a newly established Series A Convertible Units in WMLP. WCC expects to close the Contribution in the third quarter of 2015. The Contribution is subject to customary representations, warranties and covenants by each of the parties thereto. The parties have also agreed to operate their businesses in the ordinary course until the Contribution is consummated. The closing of the Contribution is conditioned on, among other things, the receipt by WMLP of at least $65 million in net proceeds from an offering of WMLP's common units. There can be no assurance that the Contribution will be completed within the anticipated timeframe, or at all, or that the anticipated benefits will be realized. In connection with the entry into the Contribution Agreement and the issuance of the Series A Convertible Units, WMLP agreed to enter into an amendment to its Fourth Amended and Restated Agreement of Limited Partnership. The Amendment will establish the terms of the Series A Convertible Units and any additional Series A Convertible Units that may be issued in kind as a distribution, and provides that each Series A Convertible Unit will have the right to share in distributions from WMLP on a pro rata basis with the common units. All or any portion of each distribution payable in respect of the Series A Convertible Units may, at WMLP's election, be paid in Series A PIK Units. When issued, the Series A Convertible Units and the Series A PIK Units will convert into common units at the earlier of (i) the first anniversary of the initial issuance of the Series A Convertible Units pursuant to the Contribution Agreement, (ii) the date on which WMLP first makes a regular quarterly cash distribution with respect to any quarter to holders of common units in an amount equal to at least $0.22 per common unit, or (iii) upon a change of control. The Series A Convertible Units will have the same voting rights as if they were outstanding common units of WMLP and will vote together with the WMLP common units as a single class. In addition, the Series A Convertible Units will be entitled to vote as a separate class on any matters that materially adversely affect the rights or preferences of the Series A Convertible Units in relation to other classes of partnership interests or as required by law. A copy of the Contribution Agreement is available for free at: http://is.gd/TILx0Q About Westmoreland Coal Colorado Springs, Colo.-based Westmoreland Coal Company (NYSE AMEX: WLB) -- http://www.westmoreland.com/-- is the oldest independent coal company in the United States. The Company's coal operations include coal mining in the Powder River Basin in Montana and lignite mining operations in Montana, North Dakota and Texas. Its power operations include ownership of the two-unit ROVA coal-fired power plant in North Carolina. Westmoreland Coal Company reported a net loss applicable to common shareholders of $173 million in 2014, a net loss applicable to common shareholders of $6.05 million in 2013 and a net loss applicable to common shareholders of $8.58 million in 2012. As of March 31, 2015, Westmoreland Coal had $1.82 billion in total assets, $2.21 billion in total liabilities, and a $389 million total deficit. * * * As reported by the TCR on Nov. 20, 2014, Standard & Poor's Rating Services raised its corporate credit rating on Westmoreland Coal Co. one-notch to 'B' from 'B-'. "The stable outlook is supported by Westmoreland's committed sales position over the next year, which should result in stable cash flows," said Standard & Poor's credit analyst Chiza Vitta. Moody's upgraded the corporate family rating (CFR) of Westmoreland Coal Company to 'B3' from 'Caa1', and assigned 'Caa1' rating to the company's proposed new $300 million First Lien Term Loan, the TCR reported on Nov. 20, 2014. The upgrade of the CFR reflects the company's successful integration of the Canadian mines acquired in April 2014, and Moody's expectation that the company's Debt/ EBITDA will track at around 5x in 2015 and 2016 and that the company will be break-even to modestly free cash flow positive over the same time period. WESTMORELAND RESOURCE: Inks Contribution Agreement with WCC ----------------------------------------------------------- Westmoreland Resource Partners, LP and Westmoreland Coal Company, entered into a contribution agreement on June 1, 2015, pursuant to which, WCC would make a contribution to WMLP of all of the outstanding equity interests in Westmoreland Kemmerer, LLC, a Delaware limited liability company (formerly Westmoreland Kemmerer, Inc.). Upon closing the Contribution, WMLP would own 100% of the outstanding equity interests in Kemmerer, which owns and operates the Kemmerer Mine in Lincoln County, Wyoming. The aggregate consideration for the Contribution will be approximately $230 million, to be paid in a combination of $135 million in cash, $20 million in common units and $75 million in a newly established Series A Convertible Units in our partnership. WMLP expects to close the Contribution in the third quarter of 2015. The Contribution is subject to customary representations, warranties and covenants by each of the parties thereto. The parties have also agreed to operate their businesses in the ordinary course until the Contribution is consummated. The closing of the Contribution is conditioned on, among other things, the receipt by WMLP of at least $65 million in net proceeds from an offering of WMLP's common units. There can be no assurance that the Contribution will be completed within the anticipated timeframe, or at all, or that the anticipated benefits will be realized. In connection with the entry into the Contribution Agreement and the issuance of the Series A Convertible Units, WMLP agreed to enter into an amendment to its Fourth Amended and Restated Agreement of Limited Partnership. The Amendment will establish the terms of the Series A Convertible Units and any additional Series A Convertible Units that may be issued in kind as a distribution, and provides that each Series A Convertible Unit will have the right to share in distributions from WMLP on a pro rata basis with the common units. All or any portion of each distribution payable in respect of the Series A Convertible Units may, at WMLP's election, be paid in Series A PIK Units. When issued, the Series A Convertible Units and the Series A PIK Units will convert into common units at the earlier of (i) the first anniversary of the initial issuance of the Series A Convertible Units pursuant to the Contribution Agreement, (ii) the date on which WMLP first makes a regular quarterly cash distribution with respect to any quarter to holders of common units in an amount equal to at least $0.22 per common unit, or (iii) upon a change of control. The Series A Convertible Units will have the same voting rights as if they were outstanding common units and will vote together with the common units as a single class. In addition, the Series A Convertible Units will be entitled to vote as a separate class on any matters that materially adversely affect the rights or preferences of the Series A Convertible Units in relation to other classes of partnership interests or as required by law. WCC owns 100% of the general partner of WMLP. Accordingly, the conflicts committee of the general partner's Board of Directors approved the Contribution. The conflicts committee, a committee of independent members of the general partner's Board of Directors, retained independent legal and financial advisers to assist it in evaluating the Contribution. A copy of the Contribution Agreement is available for free at: http://is.gd/MIkWOU About Westmoreland Resource Oxford Resource Partners, LP, now known as Westmoreland Resource Partners, LP, is a producer of high value steam coal, and is the largest producer of surface mined coal in Ohio. Westmoreland Resource reported a net loss of $28.6 million on $322 million of total revenues for the year ended Dec. 31, 2014, compared with a net loss of $23.7 million on $347 million of total revenues for the year ended Dec. 31, 2013. As of March 31, 2015, the Company had $296 million in total assets, $233 million in total liabilities and $62.7 million in total partners' capital. WESTMORELAND RESOURCE: To Sell $86.2-Mil. Worth of Common Units --------------------------------------------------------------- Westmoreland Resource Partners, LP filed with the Securities and Exchange Commission a Form S-1 registration statement relating to the offering of an undetermined amount of common units representing limited partner interests in the Partnership. The proposed maximum aggregate offering price is $86,250,000. The Partnership's common units are traded on the New York Stock Exchange under the symbol "WMLP." The last reported sale price of the Company's common units on the NYSE on May 29, 2015, was $10.50 per common unit. A copy of the registration statement is available for free at: http://is.gd/stfKQP About Westmoreland Resource Oxford Resource Partners, LP, now known as Westmoreland Resource Partners, LP, is a producer of high value steam coal, and is the largest producer of surface mined coal in Ohio. Westmoreland Resource reported a net loss of $28.6 million on $322 million of total revenues for the year ended Dec. 31, 2014, compared with a net loss of $23.7 million on $347 million of total revenues for the year ended Dec. 31, 2013. WET SEAL: Has Until Aug. 13 to File Chapter 11 Plan --------------------------------------------------- Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the District of Delaware extended the plan filing period for each of Seal123, Inc., f/k/a The Wet Seal, Inc., et al., through and including Aug. 13, 2015, and their solicitation period through and including Oct. 12, 2015. According to Travis G. Buchanan, Esq., at Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware, the Debtors, the Official Committee of Unsecured Creditors, and Mador Lending, LLC, ("Buyer"), are currently exchanging drafts of the Chapter 11 plan of liquidation. The plan is subject to the Buyer's reasonable approval under its asset purchase agreement and its related letter agreement with the Debtors and the Committee. About Wet Seal The Wet Seal, Inc., and three affiliates -- The Wet Seal Retail, Inc., Wet Seal Catalog, Inc., and Wet Seal GC, LLC, filed separate Chapter 11 petitions (Bankr. D. Del. Case Nos. 15-10081 to 15-10084) on Jan. 15, 2015. The Debtors are a national multi-channel retailer selling fashion apparel and accessory items designed for female customers aged 13 to 24 years old. The Wet Seal, Inc., disclosed $215,254,952 in assets and $60,598,968 in liabilities as of the Chapter 11 filing. The Hon. Christopher S. Sontchi presides over the jointly administered cases. Maris J. Kandestin, Esq., and Michael R. Nestor, Esq., at Young Conaway Stargatt & Taylor, LLP; Lee R. Bogdanoff, Esq., Michael L. Tuchin, Esq., David M. Guess, Esq., and Jonathan M. Weiss, Esq., at Klee, Tuchin, Bogdanoff & Stern LLP; and Paul Hastings LLP, serve as the Debtors' Chapter 11 counsel. FTI Consulting serves as the Debtors' restructuring advisor. The Debtors' investment banker is Houlihan Lokey. The Debtors tapped Donlin, Recano & Co., Inc. as claims and noticing agent. The petitions were signed by Thomas R. Hillebrandt, interim chief financial officer. B. Riley, the original DIP lender and plan sponsor, is represented by Van C. Durrer, II, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP. Versa Capital Management, LLC, and its affiliate, Mador Lending, LLC, which was selected as the successful bidder at an auction, is being advised by Greenberg Traurig LLP, Klehr Harrison Harvey Branzburg LLP, and KPMG LLP. The U.S. Trustee has appointed an Official Committee of Unsecured Creditors. The Committee retained Pachulski Stang Ziehl & Jones LLP as its counsel and Province Inc. as its financial advisor. The Wet Seal, Inc., changed its name to "Seal123, Inc." on April 17, 2015, in accordance with the Asset Purchase Agreement with Mador Lending, LLC, an affiliate of Versa Capital Management, LLC as buyer. XPO LOGISTICS: Moody's Rates New $2BB Unsecured Notes 'B1' ---------------------------------------------------------- Moody's Investors Service assigned a B1 rating to XPO Logistics, Inc.'s $2 billion proposed senior unsecured notes offering. The notes are expected to be issued in up to four tranches that may include U.S. dollar-denominated senior notes due in 2022, euro-denominated fixed rate senior notes due 2021, euro-denominated floating rate senior notes due in 2020, and pounds sterling-denominated senior notes due in 2020. Aggregate proceeds from the notes offering, as well as a concurrent $1.3 billion equity offering and a portion of XPO Logistics' $1 billion cash balance, are expected to fund the acquisition of European transport and logistics company Norbert Dontressangle ('Norbert') for approximately $3.5 billion. All other ratings, including XPO's B1 Corporate Family Rating (CFR), B1-PD Probability of Default (PDR), and B1 ratings on the company's existing $900 million senior unsecured notes, are unaffected. The rating outlook is stable. Assignments: Issuer: XPO Logistics, Inc. -- Senior Unsecured Regular Bond/Debentures, Assigned B1 (LGD 4) The B1 rating to the new notes reflects the compelling strategic rationale of the transaction, XPO's favorable acquisition track record, and the significant equity component of the expected financing mix. The transaction will transform XPO's scale, adding international diversification and enhancing its market position across multiple service offerings. Additionally, the company's management team has a successful track record of executing ambitious growth strategies through acquisition. Finally, the company is expected to issue about $1.3 billion of equity as part of the acquisition. These positive operational and financial characteristics will help to mitigate the risks associated with the transaction. The Norbert acquisition poses important execution and integration risk. The company's $5 billion revenue base is nearly nine than times that of XPO's next-largest acquisition -- New Breed Holding Company which was acquired in 2014. In addition the target is based in Europe, which, in Moody's view, suggests that integration and synergy realization may be relatively more complex when compared to the company's domestic acquisitions. Finally, this transaction will increase pro forma leverage to 5.8x (reflecting Moody's standard adjustments and the proposed equity offering). As a result, XPO's capacity to undertake further debt-financed acquisitions (or to pursue shareholder distribution initiatives) will be constrained until clear progress has been made in integrating Norbert and in reducing leverage. Moody's considers the liquidity profile of XPO Logistics to be adequate, as reflected in the SGL-3 Speculative Grade Liquidity rating. Although the company's March 2015 cash balances exceeded $1 billion, we expect that much of that cash will be used to support the Norbert transaction. Free cash flow has been negative in the last few years, but we anticipate improving profitability to turn free cash flow positive over the next 12 to 18 months. There are no material debt maturities until 2017. The stable ratings outlook is predicated on our expectation that XPO Logistics continues to execute its growth strategy successfully and improves its operating margins such that free cash flow turns positive. The outlook also anticipates that leverage declines although the pace of deleveraging could be affected by additional debt-funded acquisitions that are more modestly sized than the Norbert transaction. The ratings could be considered for an upgrade if the company successfully executes its growth strategy while demonstrating a material and sustainable improvement in operating margins. Debt to EBITDA of less than 4.0 times and FFO + Interest to Interest of more than 4.0 times would be supportive of a positive rating action. The ratings for XPO Logistics could be downgraded if the company is not able to improve profitability over the next 12 to 18 months, adversely affecting its ability to turn free cash flow positive. A downgrade could also be warranted if Debt to EBITDA is around 5.5 times or higher on a prolonged basis, or if FFO + Interest to Interest weakens towards 2.5 times from an expected level of more than 3.0 times. XPO's ratings could also be downgraded should it prove unable to apply its IT-driven business model across the now much larger international company, or should cultural issues emerge which prevent efficient integration of recent acquisitions, particularly Norbert. 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. XPO Logistics, Inc. is an asset-light provider of transportation and logistics services, including truck brokerage, intermodal services, contract logistics, last mile logistics, freight forwarding and expedited transportation. The company is headquartered in Greenwich, CT ZEP INC: Moody's Assigns 'B3' CFR & Rates Secured Loans 'B2' ------------------------------------------------------------ Moody's Investors Service, Inc. assigned a first time B3 Corporate Family Rating to Zep Inc. Moody's also assigned a B2 rating to Zep's $42.5 million first lien revolving credit facility expiring in 2020 and $360 million first lien term loan maturing in 2022. Proceeds from the credit facility will be used to fund the acquisition of Zep by New Mountain Capital LLC and repay existing debt. The rating outlook is stable. Moody's assigned the following ratings to Zep: -- Corporate Family Rating at B3 -- Probability of Default Rating at B3-PD -- $42.5 million first lien revolving credit facility expiring 2020 at B2 (LGD 3) -- $360 million first lien term loan maturing 2022 at B2 (LGD 3) The rating outlook is stable. Zep's B3 CFR reflects the company's very high degree of financial leverage, the expectations of low revenue growth over the next couple of years, and event risk related to private equity ownership including shareholder distributions and debt funded acquisitions. These negative factors are somewhat offset by end market diversification and relatively stable earnings. The company's liquidity is adequate. Moody's expects Zep to be able to fund its basic cash obligations over the next twelve months through internally generated cash without needing to draw on its revolving credit facility. Moody's only expect one financial covenant, a springing first lien net leverage covenant that springs into effect when revolver utilization equals or exceeds 30%. Moody's also expect that most of the company's assets will serve as collateral for the credit facility and that proceeds from any asset sale would likely go to secured lenders resulting in little additional new liquidity for the company. The B2 rating on the revolver and term loan (credit facilities) is one notch higher than the CFR because of their priority position relative to junior debt in the capital structure. Moody's considers the $80 million of notes issued at a holding company as part of the capital structure since the only source of funds to service the holding company debt is from Zep and the holding company notes can be traded apart from the equity interests. Zep and certain domestic subsidiaries will be borrowers under the credit facilities. Guarantors will include substantially all material domestic subsidiaries and the direct parent of Zep. The credit facility obligations will be secured by a first lien in substantially all assets of the borrowers and guarantors and 65% of the voting stock of foreign subsidiaries. The stable outlook reflects Moody's view that revenue will grow modestly, margins will trend higher as the company focuses on reducing costs, and that liquidity will remain adequate. Zep's ratings could be downgraded if revenue or margins decline, liquidity deteriorates, or Moody's comes to expect an unsustainable capital structure (which would likely be due to growth of the holding company notes through a pay in kind feature). Zep's ratings could be upgraded if there is a sustained improvement in margins and debt to EBITDA is maintained below 6.5 times and liquidity improves. Zep Inc. (Zep) produces chemical based products including cleaners, degreasers, deodorizers, disinfectants, floor finishes, and sanitizers mostly under brand names and primarily for use by other businesses. A portion of sales is to home improvement stores and automotive after-market retailers. Revenue was $713 million for the twelve months ended February 28, 2015 with over 80% derived from sales in the United States. The principal methodology used in this rating was Global Packaged Goods published in June 2013. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published June 2009. [*] Bankruptcy Filings in Massachusetts Decreases 16.46% in May 201 ------------------------------------------------------------------- Eric Convey at Boston Business Journal reports that that bankruptcy filings in Massachusetts dropped 16.46% to some 9,286 during the 12 months that ended May 31, 2015, from 11,115 in the 12 months before that ended May 31, 2014. According to Business Journal, May 2015 Chapter 7 filings dropped 42% to 7,088 from 8,905 in May 2014. The report adds that Chapter 11 filings in May 2015 declined 3.45% to 84 from 87 in May 2014, while the number of Chapter 13 filings held steady at 2,100. Business Journal quoted Demeo LLP attorney Alex Mattera as saying, "With the economy slowly improving, credit has again begun to become available to consumers. Real estate is bouncing back some too, creating equity and another source of potential credit." [*] GlassRatner to Launch New Worldwide Insolvency Group -------------------------------------------------------- GlassRatner Advisory & Capital Group LLC, a Financial Advisory Services firm with deep roots in the Bankruptcy & Restructuring, Due Diligence and Forensic Accounting area, is targeting international growth by participating in the launch of a worldwide group of independent insolvency and restructuring firms. The new organization BTG Global Advisory represents financial institutions, law firms, private equity and other funds, bankruptcy debtors and creditor committees, operating companies, and other businesses and stakeholders affected by distress. BTG Global Advisory has a particular focus on Europe, the Middle East and Africa, North American and Australasia regions. The group will also provide enhanced coverage in international investment banking activity. The new grouping of like-minded and entrepreneurial specialist firms means that GlassRatner can now serve its clients and relationships with access to top tiered international experts in a seamless and efficient manner. Nigel Atkinson, Chief Executive of BTG Global Advisory, said: "As one of the world's leading specialist independent insolvency and restructuring group's we have complete industry sector coverage, and all of our members are well-established and trusted professionals within each of their regions, giving us invaluable local knowledge globally. "The wide range of skills at our disposal means that we are not limited to providing restructuring and insolvency services to distressed businesses, but can offer a complete range of services to underperforming businesses and their stakeholders, including turnaround advisory and implementation, performance improvement consulting, and loan workout." GlassRatner co-founder Ian Ratner added, "This development is very exciting as it allows us to continue to grow internationally. We have already done a good bit of work in the Caribbean and have successfully executed assignments abroad, but now we can truly offer an integrated global team. This organization is not a loose alliance; the member firms all know each other, have developed strong personal bonds, and are investing together to ensure long term success. "This type of effort will continue to push our business forward and allow us to grow, especially as we add partners in Central and South America." The core members of the alliance include Begbies Traynor (UK and EMEA) -- www.begbies-traynor.com , Farber Financial Group (Canada) -- www.farberfinancial.com , GlassRatner Advisory & Capital Group LLC (USA) -- www.glassratner.com , Integrated Capital Services Limited (India) -- www.raas.co.in /, PLUTA Rechtsanwalts GmbH (Germany, Italy, Spain and EMEA) -- www.pluta.net and Rodgers Reidy (Australia, Hong Kong, Malaysia, Singapore and New Zealand) www.rodgersreidy.com [*] New York's Rochester Bankruptcy Filings in Drops Over 18% in Ma ------------------------------------------------------------------- Will Astor at Rochester Business Journal reports that new filings in the federal Western District of New York's Rochester division dropped more than 18% to 142 May 2015 from 174 in May 2014. The report says that last month, 108 Rochester-area petitioners filed Chapter 7 bankruptcy cases, 34 filed Chapter 13 petitions, and no area filers sought Chapter 11 protection. [*] Toledo, Ohio Bankruptcy Filings Drop 13% in May 2015 -------------------------------------------------------- Bankruptcy filings in Toledo, Ohio, declined 13% to 390 in May 2015, from 451 in May 2014, The Blade reports, citing the U.S. Bankruptcy Court's Clerk of Courts office. The Blade relates that in May 2015, Chapter 7 filings were down 12% to 360 filings and Chapter 13 dropped 20% to 28. The report adds that two Chapter 11 filings were made in May 2015. The Blade states that the May 2015 bankruptcy filings also dropped from 405 in April 2015. [^] BOOK REVIEW: BOARD GAMES - Changing Shape of Corporate Power ---------------------------------------------------------------- Author: Arthur Fleischer, Jr., Geoffrey C. Hazard, Jr., and Miriam Z. Klipper Publisher: Beard Books Softcover: 248 pages List Price: $34.95 Order your personal copy today at http://www.amazon.com/exec/obidos/ASIN/1587981629/internetbankrupt A ruling by the Delaware Supreme Court on January 29, 1985 was a wake-up call to directors of U. S. corporations. On this date, overruling a lower court decision, the Delaware Supreme Court ruled that the nine board members of Chicago company Trans Union Corporation were "guilty of breaching their duty to the company's shareholders." What the board members had done was agree to sell Trans Union without a satisfactory review of its value. The guilty board members were ordered by the Court to pay "the difference between the per share selling price and the 'real' market value of the company's shares." Needless to say, the nine Trans Union directors were shocked at the guilt verdict and the punishment. The chairman of the board, Jerome Van Gorkom, was a lawyer and a CPA who was also a board member of other large, respected corporations. For the most part, it was he who had put together the terms of the potential sale, including setting value of the company's stock at $55.00 even though it was trading at about $38.00 per share. News of the possible sale immediately drove the stock up to $51.50 per share, and was commented on favorably in a "New York Times" business article. Still, Van Gorkom and the other directors were found guilty of breaching their duty, and ordered by Delaware's highest court to pay a sum to injured parties that would be financially ruinous. This was clearly more than board members of the Trans Union Corporation or any other corporation had ever bargained for. It was more than board members had ever conceived was possible without evidence of fraud or graft. The three authors are all attorneys who have worked at the highest levels of the legal field, business, and government. Fleischer is the senior partner of the law firm Fried, Frank, Harris, Schriver & Jacobson at the head of its mergers and acquisitions department. He's also the author of the textbook "Takeover Defenses" which is in its 6th edition. Hazard is a Professor of Law and former reporter for the American Bar Association's special committee on the lawyers' ethics code; while Klipper has been a New York assistant district attorney prosecuting corporate and financial fraud, and also a corporate attorney on Wall Street. Using the Trans Union Corporation case as a watershed event for members of boards of directors, the highly-experienced legal professionals lay out the new ground rules for board members. In laying out the circumstances and facts of a number of cases; keen, concise analyses of these; and finding where and how board members went wrong, the authors provide guidance for corporate directors, top executives, and corporate and private business attorneys on issues, processes, and decisions of critical importance to them. Household International, Union Carbide, Gelco Corp., Revlon, SCM, and Freuhauf are other major corporations whose merger-and- acquisitions activities resulted in court cases that the authors study to the benefit of readers. The Boards of Directors of these as well as Trans Union and their positions with other companies are listed in the appendix. Many other corporations and their board members are also referred to in the text. With respect to each of the cases it deals with, BOARD GAMES outlines the business environment, identifies important individuals, analyzes decisions, and discusses considerations regarding laws, government regulations, and corporate practice. In all of this, however, given the exceptional legal background of the three authors, the book recurringly brings into the picture the legalities applying to the activities and decisions of board members and in many instances, court rulings on these. Passages from court transcripts are occasionally recorded and commented on. Elsewhere, legal terms and concepts--e. g., "gross nonattendance"- -are defined as much as they can be. In one place, the authors discuss six levels of responsibility for board members from "assure proper result" through negligence up to fraud. Without being overly technical, the authors' legal experience and guidance is continually in the forefront. Needless to say, with this, BOARD GAMES is a work of importance to board members and others with the responsibility of overseeing and running corporations in the present-day, post-Enron business environment where shareholders and government officials are scrutinizing their behavior and decisions. ********* 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 ***