/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/150619.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 19, 2015, Vol. 19, No. 170 Headlines ACQUISITIONS COGECO: S&P Assigns 'BB-' CCR, Outlook Stable ALCO STORES: $988,000 in Claims Switched Hands March to May ALLIED NEVADA: $1.89MM in Claims Transferred Between April & May ALONSO & CARUS: Court Approves Hiring of Hector Lopez as Auditor ALSIP ACQUISITION: Inks Settlement with Watermill-Alsip AMERILIFE GROUP: Moody's Assigns 'B3' Corp. Family Rating AMR CORP: Bid to Stay Arbitration in "Krakowski" Case Denied AP-LONG BEACH: Seeks Sept. 15 Extension of Solicitation Period ATI HOLDINGS: S&P Lowers Rating on Secured Debt to 'B' BANK OF AMERICA: Fitch Hikes Preferred Stock Rating to 'BB+' BEHAVIORAL SUPPORT: Opposes Appointment of Patient Care Ombudsman BIG JACK: Moody's Assigns B3 Rating to New $260MM Secured Loans CARECENTRIX HOLDINGS: S&P Assigns 'B' CCR, Outlook Stable CDC INVESTMENT: Case Summary & 3 Largest Unsecured Creditors CHASSIX HOLDINGS: Court Approves Kurtzman Carson as Panel's Agent CHASSIX HOLDINGS: Court Approves Teneo as Panel's Advisor CHASSIX HOLDINGS: Court Okays Akin Gump as Committee Counsel CINEMARK HOLDINGS: S&P Raises CCR to 'BB', Outlook Stable CLEARWATER SEAFOODS: Moody's Alters Outlook to Stable CNL LIFESTYLE: S&P Affirms 'B' CCR Then Withdraws Rating COLT DEFENSE: Bankr. Filing is Credit Neg. for Bondholders CORE ENTERTAINMENT: S&P Lowers CCR to 'CCC-', On Watch Negative CST BRANDS: Moody's Says 2 Dropdown Sale Deals is Credit Positive DELTEK INC: Moody's Cuts CFR to B3 & 2nd Lien Debt Rating to Caa2 DELTEK INC: S&P Retains 'B' CCR After Proposed Term Loan Upsize DESIGN AND PROCESSING: Case Summary & 13 Top Unsecured Creditors DEWDROP ENTERPRIZES: Voluntary Chapter 11 Case Summary DOWNEY SAVINGS: FDIC Settles Litigation with Trustee, Bondholders ELEPHANT TALK: Signs $13.5 Million Settlement with Iusacell EPAZZ INC: Reports $509,000 Net Loss in First Quarter EURAMAX INT'L: Taps Deutsche Bank for Refinancing Advice EXELIS INC: Moody's Hikes Sr. Unsecured Note Rating From 'Ba1' FIRST PROPERTIES: Case Summary & 6 Largest Unsecured Creditors FRAC SPECIALISTS: Owes $2.3MM for Rent Payment, Wells Fargo Says GREAT PLAINS ROYALTY: Court Rules on Bid to Clarify Judgment HERCULES OFFSHORE: Reaches Restructuring Deal with Noteholders HMK MATTRESS: Moody's Alters Outlook to Stable & Affirms B3 CFR HOWARD F. MARKS: CommunityOne Bank's Appeal Dismissed HUDSON'S BAY: Moody's Affirms B1 CFR After Kaufhof Acquisition INTEGRATED FREIGHT: Posts $268,000 Net Income in June 30 Qtr. IPALCO ENTERPRISES: Fitch Assigns 'BB+' IDR, Outlook Stable JAZZ ACQUISITION: Moody's Affirms B3 CFR & Alters Outlook to Neg KAMMAN'S FARMS: Case Summary & 20 Largest Unsecured Creditors MA LERIN HILLS: Has Interim OK to Use $500,000 in DIP Loan MERRIMACK PHARMACEUTICALS: Gordon Fehr Quits as Director METALICO INC: To Sell Business to Total Merchant for $87 Million MONTREAL MAINE: Trustee Taps Prime Clerk as Solicitation Agent MORNINGSTAR MARKETPLACE: Rock Commercial Okayed as Estate Broker NAARTJIE CUSTOM: US Trustee Balks at Bid to Dismiss Ch.11 Case NET ELEMENT: Stockholders Elect Four Directors NEUSTAR INC: Moody's Affirms Ba3 CFR & Revises Outlook to Stable NEVADA HOUSING: S&P Lowers LongTerm Rating to 'B+', Outlook Stable NEXT 1 INTERACTIVE: Posts $50,000 Net Loss in Fiscal 2015 NISOURCE INC: Moody's Affirms (P) Ba1 Preferred Shelf Rating O.W. BUNKER: Court Rules on Martin Energy's Motion to Strike OKLAHOMA UNITED: Court Clarifies Order Authorizing BKD Hiring OPTIMUMBANK HOLDINGS: Receives Delisting Notice From Nasdaq PAYLESS INC: Moody's Alters Outlook to Stable & Affirms B2 CFR PENNINGTON INVESTMENT: Case Summary & 20 Top Unsecured Creditors PERRY ELLIS: Moody's Alters Outlook to Stable & Affirms B1 CFR PROJECT PORSCHE: S&P Raises CCR to 'B', Outlook Negative QUICKSILVER RESOURCES: Needs Until Oct. 13 to File Plan RADIOSHACK CORP: Texas AG Sues Over Unused Gift Cards RECYCLE SOLUTIONS: Owes $79K in Rent Payment, Bank of West Says RECYCLE SOLUTIONS: Seeks Oct. 5 Extension of Solicitation Period RECYCLE SOLUTIONS: To Make Adequate Protection to TCF Equipment REDROCK ENTERPRISES: Case Summary & 2 Largest Unsecured Creditors REED AND BARTON: Seeks Aug. 17 Extension of Plan Filing Date RENT-A-CENTER: Moody's Alters Outlook to Stable & Affirms Ba3 CFR REVEL AC: Can't Pay Bankruptcy Costs, Power Plant Owner Says RUBY TUESDAY: Moody's Affirms B3 CFR & Alters Outlook to Stable SALADWORKS LLC: Plan Filing Date Extended to July 17 SDC INC: Case Summary & 11 Largest Unsecured Creditors SENECA BIOENERGY: Chapter 11 Case Dismissed SIRIUS XM RADIO: S&P Keeps BB Corp. Credit Rating Over Debt Upsize SIX FLAGS: Moody's Rates New $950MM Secured Loans 'Ba2' SIX FLAGS: S&P Affirms 'BB' Corp. Credit Rating, Outlook Stable SUMMIT MIDSTREAM: Moody's Hikes Rating on Sr. Unsec. Notes to B2 SUPER BUY FURNITURE: Bankruptcy Court Issues Final Decree TENET HEALTHCARE: Completes USPI and Aspen Transactions TRAVELPORT WORLDWIDE: Shareholders Re-elect Eight Directors TRIMAS CORP: Moody's Corrects June 3 Ratings Release TRINIDAD DRILLING: Moody's Says CanElson Deal is Credit Pos. TWIN RINKS: Seeks Authority to Use CMBS Cash Collateral TWIN RINKS: Seeks to Employ Getzler Henrich as Investment Bankers UNIVERSAL COOPERATIVES: Files Ch. 11 Plan of Liquidation VCSA HOLDING: Moody's Assigns 'B3' CFR & Rates Unsec. Notes 'Caa2' WAYNE COUNTY, MI: Asks State to Declare Financial Emergency WESTMORELAND COAL: Presented at Barclays High Yield Conference [^] BOOK REVIEW: The Sorcerer's Apprentice - Medical Miracles ********* ACQUISITIONS COGECO: S&P Assigns 'BB-' CCR, Outlook Stable ---------------------------------------------------------- Standard & Poor's Ratings Services said it assigned its 'BB-' corporate credit rating with a stable outlook to Acquisitions Cogeco Cable II Inc. (ABB), the parent holding company of Quincy, Mass.-based Atlantic Broadband, and withdrew the 'BB-' corporate credit rating on Atlantic Broadband Finance LLC. S&P also assigned its 'BB' issue-level rating and '2' recovery rating to the proposed $100 million term loan A-2 due 2019 (issued by Acquisitions Cogeco Cable II, LP guaranteed by Atlantic Broadband (Penn) Holdings Inc.). The '2' recovery rating indicates S&P's expectation for substantial recovery (70-90%; upper end of the range) for lenders in the event of a payment default. "The ratings reflect Atlantic Broadband's agreement to acquire substantially all of the assets of MetroCast Connecticut for $200 million," said Standard & Poor's credit analyst Eric Nietsch. S&P views the transaction as beneficial to ABB's existing business, as the Connecticut properties have healthy profitability on par with ABB's existing business, and have opportunities for improved penetration rates due to good market demographics. S&P expects the acquisition will be initially funded with about $100 million of borrowings from its $150 million revolving credit facility, and about $100 million of an incremental term loan A-2 tranche with a maturity of August 2019. The acquired network passes 70,000 homes in eastern Connecticut and serves around 23,000 video subscribers, 22,000 Internet customers, and 8,000 phone customers generating revenues and EBITDA of approximately $45 million and $21 million, respectively. The stable outlook reflects the good revenue visibility from the company's mostly subscription-based cable business model. S&P anticipates growth in HSD subscribers, selective rate increases, and growth from commercial services to roughly offset the loss of video customers. While S&P expects leverage to decline over the next 12 months due to organic EBITDA growth, S&P believes there is the potential for additional debt-financed acquisitions that could limit improvement in key credit metrics longer term. Although unlikely over the next 12 months, a downgrade would most likely be the result of an accelerated loss of video customers to satellite or over-the-top video services or because of a material expansion of U-verse in ABB's footprint. More specifically, S&P could lower the rating if a more competitive environment depressed the EBITDA margin to the mid-30% area, leading to debt leverage increasing above 7x, with little sign of improvement. S&P could consider a rating upgrade if improvement in operating metrics enabled debt leverage to remain below 5x on a sustained basis and S&P believed that management would not pursue a debt-financed acquisition that pushed leverage above 5x. ALCO STORES: $988,000 in Claims Switched Hands March to May ----------------------------------------------------------- In the Chapter 11 cases of ALCO Stores, Inc., et al., seven claims switched hands between March 26, 2015, and May 6, 2015: Transferee Transferor Claim Amount ---------- ---------- ------------ Hain Capital Investors, LLC Carolina Pad, LLC $83,447.54 Hain Capital Investors, LLC ER Marketing, LLC $5,600.19 Hain Capital Investors, LLC Indiandale Shopping $6,111.00 Center LLC Hain Capital Investors, LLC Lucidity Consulting $66,825.00 Group LP Hain Capital Investors, LLC Mahco, Inc. $589,015.75 Hain Capital Investors, LLC Prescott Newspapers $6,692.82 Inc. Southpaw Koufax LLC Allegro Media Group $231,119.46 About ALCO Stores ALCO Stores, Inc., (OTCMKTS: ALCSQ) operates 198 stores in 23 states throughout the central United States. ALCO offers 35,000 items at its stores, which are located at smaller markets usually not served by other regional or national broad line retail chains. The company was founded in 1901 as a general merchandising operation in Abilene, Kansas. ALCO Stores and ALCO Holdings LLC sought Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Lead Case No. 14-34941) in Dallas, Texas, on Oct. 12, 2014, with plans to let liquidators conduct store closing sales or sell the business to a going-concern buyer. Judge Stacey G. Jernigan presides over the Chapter 11 cases. As of July 2014, ALCO Stores had assets totaling $222 million and liabilities totaling $162 million. The bulk of the liabilities was total debt outstanding under a credit facility with Wells Fargo Bank, National Association, of which the aggregate outstanding was $104.2 million as of the Petition Date. The Debtor received court approval to sell some of its real estate along with store leases. The Debtors have DLA Piper LLP (US) as counsel, Houlihan Lokey Capital, Inc., as financial advisor, and Prime Clerk LLC as claims and noticing agent. Michael Moore has been named consultant to the Debtors. On April 7, 2015, the Debtors filed their First Amended Plan of Liquidation which provides that holders of secured claims will recover 100%, holders of general unsecured claims will recover 1% to 15%, and holders of equity interests won't receive anything. Judge Jernigan on April 14 entered an order approving the disclosure statement explaining the Debtors' First Amended Plan of Liquidation. The Court confirmed the Plan on June 3, 2015. The official committee of unsecured creditors tapped Cooley LLP as bankruptcy counsel; the Law Office of Judith W. Ross serves as local counsel; and Glassratner Advisory & Capital Group as financial advisor. ALLIED NEVADA: $1.89MM in Claims Transferred Between April & May ---------------------------------------------------------------- In the Chapter 11 cases of Allied Nevada Gold Corp., et al., 14 claims switched hands between April 8, 2015, and May 21, 2015: Transferee Transferor Claim Amount ---------- ---------- ------------ ASM CAPITAL SPV, L.P. Boart Longyear $13,795.31 Claims Recovery Group LLC Coleman American Moving $10,462.00 Claims Recovery Group LLC Greg's Garage $7,510.99 Claims Recovery Group LLC Nuco Controls, Llc $810.45 Claims Recovery Group LLC Paul Wesley Granstrom $8,277.60 Claims Recovery Group LLC Uline $1,389.98 Liquidity Solutions, Inc. Acquire Technology $3,070.00 Solutions Liquidity Solutions, Inc. BC Wire Rope & Rigging, $4,797.12 Inc. Sonar Credit Partners Brake Supply Co., Inc. $6,435.88 III, LLC Tannor Partners Credit 5th Gear Powersports $25,300.16 Fund, LP Tannor Partners Credit Inergies Incorporated $18,529.73 Fund, LP TRC Master Fund LLC C.H. Spencer & Company $27,943.52 TRC Master Fund LLC Western Explosives $690,263.66 Systems Company TRC Master Fund LLC Western Explosives $1,072,842.97 Systems Company About Allied Nevada Allied Nevada Gold Corp. (OTCMKTS: ANVGQ), a Delaware corporation, is a U.S.-based gold and silver producer engaged in mining, developing and exploring properties in the State of Nevada. ANV was spun off from Vista Gold Corp. in 2006 and began operations in May 2007. Nevada-based mining properties acquired from Vista include the Hycroft Mine, an open-pit heap leach operation located 54 miles west of Winnemucca, Nevada. ANV controls 75 exploration properties throughout Nevada as of Dec. 31, 2014. On March 10, 2015, ANV and 13 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware. The Debtors have requested that their cases be jointly administered under Case No. 15-10503. The cases are assigned to Judge Mary F. Walrath. The Debtors have tapped Blank Rome LLP and Akin Gump Strauss Hauer & Feld LLP as attorneys; FTI Consulting Inc. as financial advisor; Moelis & Company as financial advisor; and Prime Clerk LLC as claims and noticing agent. ANV disclosed $941 million in total assets and $664 million in total debt as of Dec. 31, 2014. ALONSO & CARUS: Court Approves Hiring of Hector Lopez as Auditor ---------------------------------------------------------------- Alonso & Carus Iron Works, Inc. sought and obtained permission from the Hon. Enrique S. Lamoutte of the U.S. Bankruptcy Court for the District of Puerto Rico to employ Hector M. Lopez ("HML") as auditor. The duties of HML will consist of the preparation of Debtor's annual tax returns and filings with the Department of State of Puerto Rico in order to meet governmental deadlines and avoid interest and penalties, and providing auditing services for the year ended on March 31, 2015, including the completion of planning and evaluation, field work procedures, preparation of reports and performance of tests and reviews of Debtor's accounting procedures to assure that Debtor is operating in an efficient manner. Debtor wishes to retain HML on the basis of a $28,800 estimated fee. HML will also be reimbursed for reasonable out-of-pocket expenses incurred. Mr. Lopez assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. HML can be reached at: Hector M. Lopez P.O. Box 192652 San Juan, PR 00919-2652 Tel: (787) 767-8455 E-mail: lopez2316@bigplanet.com About Alonso & Carus Iron Works Alonso & Carus Iron Works, Inc., sought Chapter 11 protection (Bankr. D.P.R. Case No. 15-02250) in Old San Juan, Puerto Rico, on March 27, 2015. The case is assigned to Judge Enrique S. Lamoutte Inclan. The Catano, Puerto Rico-based debtor has filed schedules of assets and liabilities, disclosing $23,028,113 in total assets and $14,919,146 in total debts. The Debtor has employed Charles A Curpill, PSC Law office, as counsel; and CPA Luis R. Carrasquillo & Co, PSC as financial consultant. ALSIP ACQUISITION: Inks Settlement with Watermill-Alsip ------------------------------------------------------- Alsip Acquisition, LLC, et al., and the Official Committee of Unsecured Creditors ask the U.S. Bankruptcy Court for the District of Delaware to approve their stipulation with Watermill-Alsip Enterprises, LLC. The Stipulation releases Watermill-Alsip and certain related entities from all causes of action that the Debtors or the Creditors' Committee could otherwise assert. In exchange for this release, Watermill-Alsip will transfer to the estates its right to a return of what is estimated to be approximately $243,602 in funds that were originally drawn upon Watermill-Aslip's guaranty of the Alsip obligation owed to Wells Fargo. The Debtors and the Committee tell the Court that they reviewed any potential causes of action and concluded that the commencement of any litigation would be expensive and that the likelihood of success would be low. For these reasons, the Debtors and the Committee believe that the stipulation is reasonable, fair and in the best interests of the Debtors, their bankruptcy estates and their creditors. The Joint Motion is scheduled for hearing on July 9, 2015 at 1:00 p.m. The deadline for the submission of objections is set on June 19. The Debtors are represented by: Laura Davis Jones, Esq. Colin R. Robinson, Esq. Peter J. Keane, Esq. PACHULSKI STANG ZIEHL & JONES LLP 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington, DE 19899-8705 (Courier 19801) Telephone: (302)652-4100 Facsimile: (302)652-4400 Email: ljones@pszjlaw.com crobinson@pszjlaw.com pkeane@pszjlaw.com -- and -- Richard E. Mikels, Esq. Kevin J. Walsh, Esq. Charles W. Azano, Esq. MINTZ, LEVIN, COHN, FERRIS, GLOVSKY AND POPEO P.C. One Financial Center Boston, Massachussets 02111 Telephone: (617)542-6000 Facsimile: (617)542-2241 E-mail: rmikels@mintz.com kwalsh@mintz.com cazano@mintz.com The Committee is represented by: Maria Aprile Sawczuk, Esq. Harold D. Israel, Esq. GOLDSTEIN & MCCLINTOCK, LLP 1201 North Orange Street, Suite 7380 Wilmington, Delaware 19801 Telephone: (302)444-6710 Facsimile: (302)444-6709 Email: marias@restructuringshop.com About Alsip Acquisition Alsip Acquisition, LLC and APCA, LLC were the leading North  American provider of responsibly made recycled paper for books and  magazines, as well as for commercial printing and packaging  applications. The operational and manufacturing headquarters are l ocated in Alsip, Illinois, and consist of a 40-year-old mill and  a leased warehouse in Alsip, Illinois. The mill and warehouse were  idled in September 2014 following cash losses. Most of Alsip's stock is owned by FutureMark Holdings, LLC.   On Nov. 20, 2014, Alsip Acquisition and APCA each filed petitions seeking relief under chapter 11 of the United States Bankruptcy Code. The Debtors' cases have been assigned to Judge Kevin J. Carey (KJC). The cases have been jointly administered, with pleadings maintained on the case docket for Case No. 14-12596.   The Debtors have tapped Mintz Levin Cohn Ferris Glovsky and Popeo  PC as counsel and Pachulski Stang Ziehl & Jones as co-counsel.  Epiq Bankruptcy Solutions LLC is the claims and notice agent.   As of Oct. 31, 2014, the Debtors had $7.74 million of funded indebtedness and related obligations outstanding.   The Debtors disclosed $12,906,018 in assets and $34,362,844 in liabilities as of the Chapter 11 filing.   The Official Committee of Unsecured Creditors is represented by Maria Aprile Sawczuk, Esq., and Harold D. Israel, Esq., at Goldstein & McClintlock LLLP. The Committee tapped to retain  Glass Ratner Advisory & Capital Group LLC as its financial advisor. AMERILIFE GROUP: Moody's Assigns 'B3' Corp. Family Rating --------------------------------------------------------- Moody's Investors Service has assigned a B3 corporate family rating and a B3-PD probability of default rating to AmeriLife Group, LLC. (AmeriLife). The rating agency also assigned ratings to credit facilities being issued in connection with a proposed leveraged buyout of the company sponsored by private equity firm J.C. Flowers & Co. LLC (J.C. Flowers). The rating outlook for AmeriLife is stable. RATINGS RATIONALE AmeriLife's ratings reflect its strong market presence as a distributor of health plans, fixed annuities, life insurance and supplemental products to the US senior market. The company sells its core products through a national network of independent and career agents, and also sells pre-retirement products through worksite, affinity group and direct-to-consumer channels. The company enjoys long-standing relationships with major health and life insurers, and has a business segment that helps carriers develop new products and another that provides administrative services. AmeriLife's ratings also reflect its healthy organic growth and EBITDA margins. These strengths are offset by the company's increased financial leverage and reduced fixed charge coverage following the leveraged buyout, and by its modest size relative to other rated insurance brokers and service companies. AmeriLife has a relatively high business concentration in Medicare products, which are subject to political and regulatory pressures. Given its target market, the company also has a geographic concentration in Florida. "AmeriLife benefits from favorable demographics, with the senior market steadily increasing its share of the US population," said Bruce Ballentine, Moody's lead analyst for AmeriLife. "However, like several peers in the brokerage sector, the company is taking on substantial debt to help fund a leveraged buyout." Moody's estimates that AmeriLife's debt-to-EBITDA ratio will be above 7x following the buyout, which is aggressive for its rating category. The rating agency expects the company to reduce this ratio to the range of 6.5x-7.0x over the next 12-18 months, mainly through EBITDA growth, while generating (EBITDA - capex) interest coverage in the range of 1.5x-2.0x. The funding arrangement for the buyout includes a $25 million first-lien revolving credit facility (undrawn at closing, rated B2), a $177.5 million first-lien term loan (rated B2), a $72.5 million second-lien term loan (rated Caa2) and an equity contribution from J.C. Flowers and AmeriLife management. Proceeds will be used to purchase all of AmeriLife's equity and pay related fees and expenses, leaving a modest amount of cash on the balance sheet. Factors that could lead to an upgrade of AmeriLife's ratings include: (i) debt-to-EBITDA ratio below 5.5x, (ii) EBITDA - capex) coverage of interest consistently exceeding 2x, and (iii) free-cash-flow-to-debt ratio consistently exceeding 5%. Factors that could lead to a rating downgrade include: (i) debt-to-EBITDA ratio above 7x on a sustained basis, (ii) (EBITDA - capex) coverage of interest below 1.2x, or (iii) free-cash-flow-to-debt ratio below 2%. Moody's has assigned the following ratings (and loss given default (LGD) assessments): Corporate family rating B3; Probability of default rating B3-PD; $25 million five-year first-lien revolving credit facility B2 (LGD3, 35%); $177.5 million seven-year first-lien term loan B2 (LGD3, 35%); $72.5 million 7.5-year second-lien term loan Caa2 (LGD5, 87%). The principal methodology used in this rating was Moody's Global Rating Methodology for Insurance Brokers and Service Companies published in February 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. AmeriLife, based in Clearwater, Florida, is an independent insurance distributor focusing on health, fixed annuity, life and supplemental products for the US senior market (age 65 and over). The company reported total revenues of $125 million for the 12 months through March 2015. AMR CORP: Bid to Stay Arbitration in "Krakowski" Case Denied ------------------------------------------------------------ Bankruptcy Judge Sean H. Lane denied the plaintiffs' motion to stay an upcoming arbitration in the case captioned In re: AMR CORPORATION, et al., Chapter 11, Reorganized Debtors. JOHN KRAKOWSKI, KEVIN HORNER, and M. ALICIA SIKES, individually, and on behalf of those similarly situated, Plaintiffs, v. AMERICAN AIRLINES, INC. and ALLIED PILOTS ASSOCIATION, Defendants, OFFICIAL COMMITTEE OF UNSECURED CREDITORS, As Intervenor, CASE NO. 11-15463 (SHL),, ADV. PRO. NO. 13-01283 (SHL) (Bankr. S.D.N.Y.). Plaintiffs sought to stay an upcoming arbitration, scheduled to start in June 2015 and conclude by December 2015, to integrate the seniority of pilots from U.S. Airways and American Airlines, two airlines that merged in December 2013 as part of the debtors' plan of reorganization. The integration arbitration will result in one seniority list to govern all the pilots who now fly at the merged entity. The plaintiffs contended that they will be harmed if the seniority arbitration proceeds before the merits of their two adversary proceedings are resolved, both of which allege the improper loss of seniority and other rights by former Trans World Airlines' ("TWA") pilots who joined American when American acquired TWA in 2001. Judge Lane explained that to obtain a preliminary injunction, a plaintiff must ordinarily make four showings: (1) the plaintiff is likely to succeed on the merits; (2) the plaintiff is likely to suffer irreparable harm if relief is not granted; (3) the balance of equities tips in the plaintiff's favor; and (4) the public interest favors the relief. In denying the motion, Judge Lane held that the plaintiffs have failed to demonstrate that they will suffer irreparable harm absent a stay of the seniority arbitration. More specifically, the plaintiffs have failed to demonstrate that proceeding with the seniority arbitration will preclude them from receiving the relief they seek in their two cases. Judge Lane further held that an evaluation of the remaining requirements also does not support the plaintiffs, as they have not demonstrated a likelihood of success on the merits, there is a clear benefit to the new American in proceeding with the seniority arbitration, and the public interest does not appear to favor either side. A copy of the May 19, 2015 memorandum and order is available at http://is.gd/8meWFafrom Leagle.com. Counsel for Plaintiffs: JACOBSON PRESS & FIELDS, P.C. Allen P. Press, Esq. 168 N. Meramec Avenue, Suite 150 Clayton, MO 63105 E-mail: press@archcitylawyers.com Counsel for Allied Pilots Association: JAMES & HOFFMAN Edgar N. James, Esq. Steven K. Hoffman, Esq. Darin M. Dalmat, Esq. 1130 Connecticut Avenue, N.W., Suite 950 Washington, DC 20036 E-mail: ejames@jamhoff.com skhoffman@jamhoff.com dmdalmat@jamhoff.com Counsel for Allied Pilots Association: STEPTOE & JOHNSON LLP Filiberto Agusti, Esq. Joshua R. Taylor, Esq. 1330 Connecticut Avenue, NW Washington, DC 20036 E-mail: fagusti@steptoe.com jrtaylor@steptoe.com Counsel for American Airlines, Inc.: WEIL, GOTSHAL & MANGES LLP Stephen Karotkin, Esq. Alfredo R. Perez, Esq. Lawrence Baer, Esq. 767 Fifth Avenue New York, NY 10153 E-mail: stephen.karotkin@weil.com alfredo.perez@weil.com lawrence.baer@weil.com Counsel for American Airlines, Inc.: MORGAN LEWIS & BOCKIUS LLP Jonathan C. Fritts, Esq. 1111 Pennsylvania Avenue, N.W. Washington, DC 20004 E-mail: jfritts@morganlewis.com AP-LONG BEACH: Seeks Sept. 15 Extension of Solicitation Period -------------------------------------------------------------- AP-Long Beach Airport LLC asks the U.S. Bankruptcy Court for the Central District of California, Los Angeles Division, to extend the period by which it has exclusive right to solicit acceptances of its plan of reorganization to September 15, 2015. Kerri A. Lyman, Esq., at Irell & Manella LLP, in Newport Beach, California, tells the Court that while she anticipates that the Plan will be confirmed at the Confirmation Hearing set for June 25, or shortly thereafter, there is a possibility that the Debtor will need to make modifications to the Plan, such as to address an objection to the Plan or address an issue raised by the Court at the Confirmation Hearing. Ms. Lyman adds that the governmental bar date does not pass until June 17, 2015, so there is a possibility that the Debtor will need to modify the Plan to address additional claims. She further tells the Court that if, for any reason, the Debtor makes modifications to the Plan, re-solicitation of the Plan may be necessary. She says that since the date of the Confirmation Hearing falls after the Exclusive Solicitation Period ends, the Debtor filed its Motion out of an abundance of caution in case re-solicitation of the Plan is necessary. She adds that expiration of the Exclusive Solicitation Period would put the Debtor in default under the terms of its post-petition, debtor-in-possession financing. The Debtor is is represented by: Alan J. Friedman, Esq. Kerri A. Lyman, Esq. IRELL & MANELLA LLP 840 Newport Center Drive, Suite 400 Newport Beach, California 92660 Telephone: (949)760-0991 Facsimile: (949)760-5200 Email: afriedman@irell.com klyman@irell.com About AP-Long Beach Airport 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.  * * * 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 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. 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. ATI HOLDINGS: S&P Lowers Rating on Secured Debt to 'B' ------------------------------------------------------ Standard & Poor's Ratings Services lowered its issue-level rating on outpatient physical therapy provider ATI Holdings Inc.'s secured debt to 'B' from 'B+' and revised the recovery rating on this debt to '3' from '2'. The '3' recovery rating indicates S&P's expectation for meaningful (50% to 70%, at the higher end of the range) recovery in the event of a payment default. The downgrade reflects weakened recovery prospects for secured lenders following the recent $42.7 million upsize on the term loan, as the secured debt is now a greater proportion of the total debt. S&P's corporate credit rating of 'B' is unchanged and reflects its assessment of business risk as "weak" and S&P's assessment of financial risk as "highly leveraged". The weak business risk profile reflects a concentrated geographic presence (40% of revenues from one state), vulnerability to economic cycles, low barriers to entry, and an ambitious growth strategy. This is partially offset by a favorable mix of payers and strong profit margins. S&P's highly leveraged financial risk profile reflects leverage of about 5.2x for 2014, S&P's expectation that leverage will remain around those levels in 2015, and ownership by private equity sponsors. S&P's stable outlook reflects its expectation for solid double-digit revenue growth and sustained margins. Recovery Analysis Key analytical factors: -- ATI Holdings has a $50 million secured revolver, a $500 million secured term loan B, and about $163 million of unsecured subordinated debt (that S&P do not rate). -- S&P's simulated default scenario contemplates a default in 2018, stemming from a decline in third-party reimbursement rates and a reduction in allowed visits. -- S&P assumes the revolver will be 85% drawn, LIBOR of 250 basis points, and a 150-basis-point margin increase, at default, following a covenant breach. -- Given the company's market leading position in the geographic regions in which it operates and the continued demand for physical therapy services, S&P believes ATI would remain a viable business and would therefore reorganize rather than liquidate following a payment default. -- Consequently, S&P has used an enterprise value methodology to gauge recovery prospects. S&P valued the company on a going-concern basis using a 5x multiple of S&P's projected EBITDA at default, which is consistent with the multiple used for similar companies. -- S&P estimates that, for ATI to default, EBITDA would need to decline to about $75 million--a significant deterioration from current levels. Simulated default assumptions: -- Simulated year of default: 2018 -- EBITDA at emergence: $75 mil. -- EBITDA multiple: 5.0x Simplified waterfall: -- Net enterprise value (after 5% admin. costs): $356 mil. -- Valuation split in % (obligors/nonobligors): 100/0 ---------------------------------------------------------- Collateral value available to secured creditors: $356 million -- Secured first lien debt: $553 mil. -- Recovery expectations: 50% to 70% ---------------------------------------------------------- -- Total value available to subordinated claims: $0 -- Subordinated debt: $170 mil. -- Recovery expectations: 0% to 10% Notes: All debt amounts include six months' prepetition interest. RATINGS LIST ATI Holdings Inc. Corporate Credit Rating B/Stable/-- Downgraded; Recovery Rating Revised To From ATI Holdings Inc. Senior Secured B B+ Recovery Rating 3H 2L BANK OF AMERICA: Fitch Hikes Preferred Stock Rating to 'BB+' ------------------------------------------------------------ Fitch Ratings has upgraded Bank of America's (BAC) Viability Rating (VR) to 'a' from 'a-'. At the same time, the agency has affirmed BAC's Long-Term and Short-Term Issuer-Default Ratings (IDRs) at 'A' and 'F1', respectively. The Rating Outlooks for the Long-Term IDRs are Stable. BAC's Long-Term IDR is now driven by its VR, which has been upgraded to 'a' from 'a-'. The upgrade of BAC's material legal operating subsidiaries' IDRs to one notch above their VRs reflects the expected implementation of total loss absorbing capital (TLAC) requirements for U.S. Global Systemically Important Banks (G-SIBs) and the presence of a substantial debt buffer in the holding company. The rating actions are in conjunction with Fitch's review of sovereign support for banks globally, which the agency announced in March 2014. In line with its expectations announced in March last year and communicated regularly since then, Fitch believes legislative, regulatory and policy initiatives have substantially reduced the likelihood of sovereign support for U.S., Swiss and European Union commercial banks. At the same time, Fitch has taken into account progress with the U.S. single point of entry (SPE) resolution regime and TLAC implementation for U.S. G-SIBs. Fitch believes that, in line with Fitch's Support Rating (SR) definition of '5', extraordinary external support while possible can no longer be relied upon for BAC or its subsidiaries. Fitch has, therefore, downgraded their Support Ratings (SR) to '5' from '1' and revised their Support Rating Floors (SRF) to 'No Floor' from 'A'. The upgrade of BAC's VR is driven by the maintenance of good capital and liquidity levels, materially lower looming litigation costs than at any point over the last few years, as well as the company's slowly improving earnings profile. The ratings actions are also part of a periodic portfolio review of the Global Trading and Universal Banks (GTUBs), which comprise 12 large and globally active banking groups. A strong rebound in earnings from securities businesses in 1Q15 is a reminder of the upside potential banks with leading market shares can enjoy. However, regulatory headwinds remain strong, with ever higher capital requirements, costs of continuous infrastructure upgrades and a focus on conduct risks. As capital and leverage requirements evolve, GTUBs are reviewing the balance of their securities operations with other businesses and adapting their business models to provide the most capital platforms for the future. Fitch expects the GTUBs' other core businesses, including retail and corporate banking, wealth and asset management, to perform well as economic growth, which the agency expects to be strongest in the U.S. and UK, will underpin revenue. However, pressure on revenue generation in a low-interest environment is likely to persist, particularly in Europe, but low loan impairment charges in domestic markets should help operating profitability. KEY RATING DRIVERS - IDRs, VR AND SENIOR DEBT The upgrade of BAC's VR is driven by the maintenance of good capital and liquidity levels, materially lower looming litigation costs than at any point over the last few years, as well as the company's slowly improving earnings profile. It is this latter point, which Fitch believes has the most weight in warranting the upgrade of the VR. Fitch believes that now that the bulk of BAC's large legal settlements are behind it, the strength of BAC's suite of core franchises will slowly become more evident. Fitch believes that BAC's management has done a good job resolving the company's large litigation exposures as well as beginning to streamline the company's operations, which at first was through the company's 'New BAC' initiatives and more recently through its ongoing 'Simplify and Improve' program. Fitch thinks there is still ample room for BAC to improve its sustainable earnings power through cost reductions and other efficiency initiatives. Chief among these opportunities is continuing to reduce costs from the company's Legacy Assets & Servicing (LAS) segment as more and more of BAC's problem assets are resolved or sold. The main cost reduction benefit here will be through reduced headcount in the LAS segment. In its core on-going operations, Fitch would expect BAC to continue to optimize overall branch network through branch closures, the rolling out of reformatted branches, as well as headcount reductions across its branch banking platform. Fitch would also expect BAC to continue to rationalize its overall staffing levels by utilizing technology more efficiently, reducing redundant operations, and simplifying its business processes. To the extent that management is successful in this effort -- which Fitch has already observed some positive results -- the company's efficiency ratio (non-interest expenses divided by total revenues), and Fitch believes it could drop from the low 70 percentage range to the high 60 percentage range over a longer-term time horizon. Furthermore, to the extent that this potential efficiency ratio improvement is sustainable it could push BAC's Fitch calculated adjusted pre-tax ROA consistently above 1.00% (it was 0.89% in 1Q15), and therefore much closer to peer averages. When Fitch also considers that now that management is more focused on driving the business than dealing with legacy issues, BAC's revenue growth should also improve, which could also help boost the company's returns over a medium term time horizon. Finally, to the extent that short-term interest rates eventually rise BAC may get a stronger earnings benefit than peers given its proportionately larger retail deposit base than peers. Fitch would expect retail checking and savings deposits -- the bulk of BAC's funding profile -- to re-price more slowly than other forms of funding in a rising Short-Term interest rate scenario. This should provide a stronger boost to the net interest margin of firms like BAC, with proportionately larger amounts of retail deposits, than other peer institutions. To the extent that BAC is able to generate incremental revenue through either of the avenues described above, Fitch believes it's likely to further improve the efficiency ratio (revenue is the denominator in the efficiency ratio), and therefore BAC's overall earnings profile. The VRs remain equalized between BAC and its material operating subsidiaries. The common VR of BAC and its operating companies reflects the correlated performance, or failure rate between the BAC and these subsidiaries. Fitch takes a group view on the credit profile from a failure perspective, while the IDR reflects each entity's non-performance (default) risk on senior debt. Fitch believes that the likelihood of failure is roughly equivalent, while the default risk given at the operating company would be lower given TLAC. All U.S. bank subsidiaries carry a common VR, regardless of size, as U.S. banks are cross-guaranteed under the Financial Institutions Reform, Recovery, and Enforcement Act (FIRREA). The Long-Term IDRs for the material U.S. operating entities are one notch above BAC's to reflect Fitch's belief that the U.S. single point of entry (SPE) resolution regime, the likely implementation of total loss absorbing capital (TLAC) requirements for U.S. G-SIBs, and the presence of substantial holding company debt reduces the default risk of domestic operating subsidiaries' senior liabilities relative to holding company senior debt. In Fitch's views these buffers would provide substantial protection to senior unsecured obligations in the domestic operating entities in the event of group resolution, as they could be used to absorb losses and recapitalize operating companies. Therefore, substantial holding company debt reduces the likelihood of default on operating company senior obligations. As at end-2014, BAC had hybrid and senior debt as a percent of risk-weighted assets (RWA) of greater than 20%, more than its Pillar 1 capital requirement. The 'F1+' Short-Term IDRs of BAC's bank subsidiaries is at the higher of two potential Short-Term IDRs mapping to an 'A+' Long-Term IDR on Fitch's rating scale to reflect substantial liquidity at the banks and typically higher core deposit funding, further liquidity resources at BAC that could be extended to the bank and access to further contingent liquidity sources such as Federal Home Loan Bank advances. BAC and its non-bank operating companies Short-Term IDRs at 'F1' reflect Fitch's view that there is less surplus liquidity at these entities than at the bank, particularly given their greater reliance on the holding company for liquidity. KEY RATING SENSITIVITIES - IDRs, VR AND SENIOR DEBT With the upgrade of BAC's VR, Fitch sees limited downside to BAC's ratings and notes that the company's ratings are likely near the lower-end of their potential range. Further upside to BAC's VR would likely be predicated on continuing to improve the company's earnings performance such that BAC's returns consistently exceed those of peers as well as the company's cost of equity, which Fitch estimates to be approximately 12%, over an extended period. Fitch notes that this would likely require BAC to sustainably improve its efficiency ratio to the mid-to-high 50's through some of both the cost reduction initiatives and revenue growth opportunities described above. Should management be unable to achieve these targets over a longer-term time horizon, it is likely that ratings would remain at current levels. Downside risks to ratings, while not expected, include any remaining litigation exposures or other unforeseen charges that result in a significant net earnings loss, or if the company's regulatory or tangible capital ratios begin to meaningfully decline. Additionally, should BAC's overall credit quality materially deteriorate over the near term, or the company experience a severe and unexpected risk management failure this could also negatively impact the VR. KEY RATING DRIVERS AND SENSITIVITIES - SUPPORT RATING AND SUPPORT RATING FLOOR The SR and SRF reflect Fitch's view that senior creditors can no longer rely on receiving full extraordinary support from the sovereign in the event that BAC becomes non-viable. In Fitch's view, implementation of the Dodd Frank Orderly Liquidation Authority legislation is now sufficiently progressed to provide a framework for resolving banks that is likely to require holding company senior creditors participating in losses, if necessary, instead of or ahead of the company receiving sovereign support. Any upward revision to the SR and SRF would be contingent on a positive change in the U.S.'s propensity to support its banks. While not impossible, this is highly unlikely in Fitch's view. KEY RATING DRIVERS AND SENSITIVITIES - SUBORDINATED DEBT AND OTHER HYBRID SECURITIES Subordinated debt and other hybrid capital issued by BAC are all notched down from the common VR in accordance with Fitch's assessment of each instrument's respective non-performance and relative loss severity risk profiles, which vary considerably. Subordinated debt issued by the operating companies is rated at the same level as subordinated debt issued by BAC reflecting the potential for subordinated creditors in the operating companies to be exposed to loss ahead of senior creditors in BAC. This is also supported by the FSB's proposal to have internal TLAC rank senior to regulatory capital at the operating company. Their ratings are primarily sensitive to any change in the common VR. They have, therefore, been upgraded due to the upgrade of the common VR. KEY RATING DRIVERS AND SENSITIVITIES - DEPOSIT RATINGS The upgrade of Bank of America N.A's deposit ratings is based on the upgrade of its IDR. Deposit ratings are one notch higher than senior debt reflecting the deposits' superior recovery prospects in case of default given depositor preference in the U.S. BAC's international subsidiaries' deposit ratings are at the same level as their senior debt ratings because their preferential status is less clear and disclosure concerning dually payable deposits makes it difficult to determine if they are eligible for U.S. depositor preference. MATERIAL INTERNATIONAL SUBSIDIARIES KEY RATING DRIVERS AND SENSITIVITIES Merrill Lynch International (MLI), Merrill Lynch International Bank Ltd (MLIB), and Bank of America Merrill Lynch International Limited are wholly owned subsidiaries of BAC whose IDRs and debt ratings are aligned with BAC's because of their core strategic role in and integration into the BAC group. Fitch has revised the Rating Outlook for BAC's material international operating companies' IDRs to Positive. The revision is in light of the internal pre-positioning required under the Financial Stability Board's (FSB) TLAC proposal. The Positive Outlook reflects the agency's belief that the internal TLAC of material international operating companies will likely be large enough to meet Pillar 1 capital requirements and will then be sufficient to recapitalize them. A one notch upgrade is likely once Fitch has sufficient clarity on additional disclosure on the pre-positioning of internal TLAC and its sufficiency in size to cover a default of senior operating company liabilities. Sufficient clarity may, however, take longer to come through than the typical Outlook horizon of one to two years MLI and MLIB's ratings are sensitive to the same factors that might drive a change in BAC's IDRs. OTHER SUBSIDIARY KEY RATING DRIVERS AND SENSITIVITIES Non-material legal entities IDRs and debt ratings are aligned with the ratings of BAC. Those domestic subsidiaries and international subsidiaries that have not been upgraded or placed on Rating Outlook Positive are in Fitch's opinion not sufficiently material to benefit from domestic support from BAC or are international subsidiaries that would not benefit from internal TLAC. Fitch has taken these rating actions: Bank of America Corporation -- Long-Term IDR affirmed at 'A'; Outlook Stable from Outlook Negative; -- Long-Term senior debt affirmed at 'A'; -- Long-Term subordinated debt upgraded to 'A-' from 'BBB+'; -- Long-Term market linked securities affirmed at 'A emr'; -- Senior shelf affirmed at 'A'; -- Short-Term IDR affirmed at 'F1'; -- Short-Term debt affirmed at 'F1'; -- Viability Rating upgraded to 'a' from 'a-'; -- Preferred stock upgraded to 'BB+' from 'BB'; -- Support downgraded to '5' from '1'; -- Support floor revised to 'NF' from 'A'. Bank of America N.A. -- Long-Term IDR upgraded to 'A+' from 'A'; Outlook to Stable from Outlook Negative; -- Long-Term senior debt upgraded to 'A+' from 'A'; -- Long-Term subordinated debt upgraded to 'A-' from 'BBB+'; -- Short-Term IDR affirmed at 'F1'; -- Short-Term debt affirmed at 'F1'; -- Long-Term deposit rating upgraded to 'AA-' from 'A+'; -- Short-Term deposits upgraded to 'F1+' from 'F1'; -- Viability Rating upgraded to 'a' from 'a-'; -- Support downgraded to '5' from '1'; -- Support floor revised to 'NF' from 'A'. Bank of America California, National Association -- Long-Term IDR upgraded to 'A+' from 'A'; Outlook to Stable from Negative; -- Short-Term IDR affirmed at 'F1'; -- Viability Rating upgraded to 'a' from 'a-'; -- Support downgraded to '5' from '1'; -- Support floor revised to 'NF' from 'A'. Merrill Lynch & Co., Inc. -- Long-Term senior debt affirmed at 'A'; -- Long-Term market linked notes affirmed at 'A emr'; -- Long-Term subordinated debt upgraded to 'A-' from 'BBB+'; -- Short-Term debt affirmed at to 'F1'; Merrill Lynch, Pierce, Fenner & Smith, Inc. -- Long-Term IDR upgraded to 'A+' from 'A'; Outlook to Stable from Negative; -- Short-Term IDR affirmed at 'F1'. Bank of America Merrill Lynch International Limited -- Long-Term IDR affirmed at 'A'; Outlook to Positive from Negative; -- Short-Term IDR affirmed at 'F1'. B of A Issuance B.V. -- Long-Term IDR affirmed at 'A'; Outlook to Stable from Negative; -- Long-Term senior debt affirmed at 'A'; -- Long-Term subordinated debt upgraded to 'A-' from 'BBB+'; -- Support affirmed at '1'. Secured Asset Finance Company B.V. -- Senior debt affirmed at 'A'. Secured Asset Finance Company LLC -- Senior debt affirmed at 'A'. BofA Canada Bank -- Long-Term IDR affirmed at 'A'; Outlook to Stable from Negative; -- Long-Term senior debt affirmed at 'A'; -- Long-Term subordinated debt upgraded to 'A-' from 'BBB+'; -- Short-Term IDR affirmed at 'F1'. MBNA Limited -- Long-Term IDR affirmed at 'A-'; Outlook to Stable from Negative; -- Short-Term IDR affirmed at 'F1' -- Support affirmed at to '1'. Merrill Lynch International -- Long-Term IDR affirmed at 'A'; Outlook to Positive from Negative; -- Short-Term IDR affirmed at 'F1'; -- Support affirmed at '1'. Merrill Lynch International Bank Ltd. -- Long-Term IDR affirmed at 'A'; Outlook to Positive from Negative; -- Short-Term IDR affirmed at 'F1'; -- Support affirmed at '1'. Merrill Lynch B.V. -- Long-Term IDR affirmed at 'A'; Outlook to Stable from Negative; -- Long-Term senior debt affirmed at 'A'; -- Long-Term market linked securities affirmed at 'A emr'; -- Support affirmed at '1'. Merrill Lynch & Co., Canada Ltd. -- Short-Term IDR affirmed at 'F1'; -- Short-Term debt affirmed at 'F1'. BAC Canada Finance -- Long-Term IDR affirmed at 'A'; Outlook to Stable from Negative; -- Long-Term senior debt affirmed at 'A'; -- Short-Term IDR at 'F1'; -- Support affirmed at '1'. Merrill Lynch Japan Finance GK. -- Long-Term IDR affirmed at 'A'; Outlook to Stable from Negative; -- Long-Term senior debt affirmed at 'A'; -- Short-Term IDR affirmed at 'F1'; -- Short-Term debt affirmed at 'F1'; -- Support affirmed at '1'. Merrill Lynch Japan Securities Co., Ltd. -- Long-Term IDR affirmed at 'A'; Outlook to Stable from Negative; -- Short-Term IDR affirmed at 'F1'; -- Support affirmed at '1'. Merrill Lynch S.A. -- Long-Term market linked securities affirmed at 'A emr'. Countrywide Financial Corp. -- Long-Term senior debt affirmed at 'A'; -- Long-Term subordinated debt upgraded to 'A-' from 'BBB+'. Countrywide Home Loans, Inc. -- Long-Term senior debt affirmed at 'A'; -- Long-Term senior shelf unsecured rating affirmed at 'A'; FleetBoston Financial Corp -- Long-Term subordinated debt upgraded to 'A-' from 'BBB+'. LaSalle Funding LLC -- Long-Term senior debt affirmed at 'A'; MBNA Corp. -- Long-Term senior debt affirmed at 'A'; -- Long-Term subordinated debt upgraded to 'A-' from 'BBB+'; -- Short-Term debt affirmed at 'F1'. NationsBank Corp -- Long-Term senior shelf debt affirmed at 'A'; -- Long-Term senior debt affirmed at 'A'; -- Long-Term subordinated debt upgraded to 'A-' from 'BBB+'. NCNB, Inc. -- Long-Term subordinated debt upgraded to 'A-' from 'BBB+'. BAC Capital Trust VI-VIII BAC Capital Trust XI - XV -- Trust preferred securities upgraded to 'BBB-' from 'BB+'. BAC AAH Capital Funding LLC I - VII BAC AAH Capital Funding LLC IX - XIII -- Trust preferred securities upgraded to 'BBB-' from 'BB+'. BankAmerica Capital III BankBoston Capital Trust III-IV Barnett Capital Trust III Countrywide Capital III, IV, V Fleet Capital Trust V MBNA Capital B NB Capital Trust III -- Trust preferred securities upgraded to 'BBB-' from 'BB+'. Merrill Lynch Preferred Capital Trust III, IV, and V Merrill Lynch Capital Trust I, II and III -- Trust preferred securities upgraded to 'BBB-' from 'BB+'. Fitch withdraws these ratings: Fitch is withdrawing its ratings because they are no longer considered by Fitch to be relevant for our rating coverage, because the entities no longer exist. BankAmerica Corporation -- Long-Term senior debt at 'A'; -- Long-Term subordinated debt at 'BBB+' Countrywide Bank FSB -- Long-Term Deposits at 'A+'; -- Short-Term Deposits at 'F1'; LaSalle Bank N.A. LaSalle Bank Midwest N.A. -- Long-Term Deposits at 'A+'; -- Short-Term Deposits at 'F1'. BEHAVIORAL SUPPORT: Opposes Appointment of Patient Care Ombudsman ----------------------------------------------------------------- Behavioral Support Services, Inc., opposes the U.S. Bankruptcy Court for the Middle District of Florida, Orlando Division's action to appoint a patient care ombudsman in the Chapter 11 case. In a notice dated June 8, 2015, the Court stated that in accordance with Section 333(a)(1) of the Bankruptcy Code, not later than July 2, 2015, the Court will order the appointment of a patient care ombudsman, unless the Debtor produces immediately sufficient evidence for the Court to find that the appointment of the ombudsman is not necessary under the specific facts of the case. Section 333(a)(1) provides that "[i]f the debtor in a case under chapter 7, 9, or 11 is a health care business, the court shall order, not later than 30 days after the commencement of the case, the appointment of an ombudsman to monitor the quality of patient care and to represent the interests of the patients of the health care business unless the court finds that the appointment of such ombudsman is not necessary for the protection of patients under the specific facts of the case." The Debtor's counsel, Tiffany D. Payne, Esq., at Baker & Hostetler LLP, in Orlando, Florida, tells the Court that the Debtor is highly regulated by the Florida Agency for Health Care Administration and the Agency for Persons with Disabilities, and is licensed, accredited, and insured. Ms. Payne further tells the Court that the Debtor has adequate financial strength to continue to deliver high-quality care and its Chapter 11 filing was unrelated to quality of care issues. Ms. Payne says the Debtor has retained its own highly credentialed expert in the area of regulatory compliance and patient care and maintains strict policies regarding storage and access to patient records. She adds that the Debtor has never been named in any lawsuit by any patient in regards to quality of care. She further says that both the Debtor and its patients share a common interest in the Debtor's successful reorganization because, as reflected by the Debtor's sizable wait-list for treatment, demand for treatment is higher than supply in the area served by the Debtor. Ms. Payne asserts that because less than 1% of the Debtor's patients are seen at the Care Facility for therapy related to counseling and none of the Debtor's patients are dependent upon the Debtor for shelter or food, patients are not so dependent upon the Debtor as to require an ombudsman to oversee their care. She further asserts that all of the Debtor's patients can elect to stop receiving treatment at or coordinated through the Debtor at any time. She asserts that an ombudsman would serve no purpose and would only create an additional layer of administrative expense. The Debtor is represented by: Tiffany D. Payne, Esq. BAKER & HOSTETLER LLP 200 South Orange Ave. SunTrust Center, Suite 2300 Post Office Box 112 (32802-0112) Orlando, Florida 32801-3432 Telephone: (407)649-4000 Facsimile: (407)841-0168 Email: tpayne@bakerlaw.com About Behavioral Support Services Behavioral Support Services, Inc., operator of an out-patient mental health care facility, sought Chapter 11 protection (Bankr. M.D. Fla. Case No. 15-bk-04855) in Orlando, Florida, on June 2, 2015, without stating a reason. The Chapter 11 petition was signed by Peter Perley, the chief restructuring officer.   The Debtor disclosed total assets of $13.9 million and total debts of $497,000 as of June 2, 2015.   According to the docket, the Debtor's Chapter 11 plan and disclosure statement are due Sept. 30, 2015.   The Debtor tapped Elizabeth A. Green, Esq., at Baker & Hostetler LLP, as counsel.  BIG JACK: Moody's Assigns B3 Rating to New $260MM Secured Loans --------------------------------------------------------------- Moody's Investors Service assigned a B3 rating to Big Jack Holdings LP (Jack's) proposed $230 million guaranteed senior secured term loan B and $30 million guaranteed senior secured revolver. Moody's also assigned Jacks a B3 Corporate Family Rating (CFR) and B3-PD Probability of Default Rating (PDR). The outlook is stable. Jack's is the parent holding company of Jack's Family Restaurants, Inc. (JFR) and Southeastern Food Merchandisers, Inc. (SFM). Proceeds from the proposed $230 million term loan will be used to fund the acquisition of both JFR and SFM along with equity contirbuted by an entity managed by Onex Partners Manager LP. Ratings are subject to the execution of the proposed transaction and Moody's review of final documentation. This is the first time Moody's rates this debt for Jacks. Ratings assigned are: Corporate Family Rating at B3 Probability of Default Rating at B3-PD $30 million guaranteed senior secured revolver due 2020 at B3 (LGD 4) $230 million guaranteed senior secured term loan B due 2022 at B3 (LGD 4) The outlook is stable. RATINGS RATIONALE Jack's B3 Corporate Family Rating (CFR) reflects its high leverage pro forma for the proposed acquisition financing, particularly in relation to its very modest scale in regards to revenues and number of restaurants, very high level of geographic concentration in Northern Alabama, and the risks associated with the company's change in ownership as it migrates from a family owned business to a more return driven, private equity-owned operator. The ratings also factor in the high probability for material sale leaseback transactions in the very near term that will result in higher operating costs and adjusted debt levels. Moody's also believes that soft consumer spending and persistently high levels of promotional activities by competitors will pressure operating performance. The ratings are supported by Jack's brand awareness in its core market of Northern Alabama, day-part distribution with a significant breakfast component, positive same store sales trends, relatively stable earnings stream, and very good liquidity. The stable outlook reflects Moody's view that debt protection metrics will gradually improve over the next twelve to eighteen months as new restaurants are added and management focuses on debt reduction over and above mandatory amortization. The outlook also anticipates the company will maintain very good liquidity. Factors that could result in an upgrade would include greater diversification and scale as well as a sustained strengthening of debt protection metrics driven in part by sustained positive same store sales, particularly traffic. Specifically, a higher rating would require measured progress toward greater diversification beyond a somewhat limited customer base as well as debt to EBITDA migrating towards 5.0 times and EBITA coverage of gross interest of around 2.0. An upgrade would also require very good liquidity. A downgrade could occur if debt protection metrics deteriorated from current levels over the next twelve months driven in part by soft consumer spending and high levels of promotional activity by its competitors. Specifically, a downgrade could occur if Debt to EBITDA over the next twelve months increased towards 6.5 times and EBITA to interest coverage migrated towards 1.5 time. A deterioration in liquidity could also result in a downgrade. The B3 rating on the guaranteed senior secured $30 million revolver and $230 million term loan, the same as the CFR, reflects the majority position within Jack's capital structure that this debt represents as well as the limited amount of other debt and non-debt liabilities that are junior to the bank facility. The principal methodology used in these ratings was Global Restaurant Methodology published in June 2011. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Jacks, with headquarters in Homewood, Alabama, owns and operates 129 restaurants in Northern Alabama under the brand name Jacks Family Restaurants. Jack's also owns and operates Southeastern Food Merchandisers (SFM) a food distribution company, which distributes to JFR and third-party customers. Annual net revenues are approximately $300 million. CARECENTRIX HOLDINGS: S&P Assigns 'B' CCR, Outlook Stable --------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'B' corporate credit rating to CareCentrix Holdings Inc. The outlook is stable. At the same time, S&P assigned a 'B' issue-level rating with a '3' recovery rating to the new $205 million first-lien senior secured credit facility, which includes a $30 million revolving credit facility (undrawn at closing) and $175 million term loan B. The '3' recovery rating indicates S&P's expectation of meaningful (50% to 70%, at the lower end of the range) recovery to first-lien lenders in the event of a payment default. The corporate credit rating of 'B' on CareCentrix reflects S&P's assessment of the company's business risk as "weak" and the financial risk as "highly leveraged". "The company's business risk is characterized by its narrow business focus as a manager of home health benefits on behalf of insurance companies; significant customer concentration; thin operating margins; and the potential for competition, mainly from large insurance company customers, who may elect to manage and coordinate home health care for its insured client base in-house," said Standard & Poor's credit analyst David Kaplan. The business risk also reflect the favorable payer mix (limited exposure to government reimbursement), good geographic diversification, limited competition, good visibility on costs given contracts that are predominantly fee-for-service, and long-term contracts with existing insurance customers. S&P believes the company could benefit from the trend toward delivery of certain health care services in the home (e.g., infusion services and sleep tests), based on the cost, which is low compared to alternative settings (e.g., hospital or clinic based). CareCentrix is a benefits manager of home health services on behalf of commercial insurance plans. The company provides value to customers by more efficiently managing care and utilization and by leveraging its strong negotiating power with service providers. The company contracts with insurance companies under fee-for-service rates for home-based health care services. The company fulfills those services utilizing its network of about 8,000 health care service providers throughout the U.S., earning a margin for managing and adjudicating claims. CareCentrix's services include the delivery of durable medical equipment (47% of 2014 revenues), home infusion services (31%), general home health and nursing (17%), and sleep management (3%). The company also provides business processing and claims management for its customers. "Our stable outlook anticipates high-single-digit organic revenue growth, driven by increased utilization in the home health care setting and new contract wins. We believe stable margins, long-term contracts, and efficient working capital management will help generate moderate free operating cash flow. We expect the company to maintain adjusted debt leverage well above 5x, over the next few years," S&P added. S&P could lower its rating if the company experiences a contract cancellation with one of its main insurance customers, despite the company's ability to scale down much of its cost structure relatively quickly. S&P could also lower the rating if labor or other costs lead service providers to demand higher rates, which could compress the company's margins. S&P estimates free cash flow would be eliminated if gross margins decline by about 300 basis points. S&P believes an upgrade is unlikely given the company's high debt leverage and our expectation that the private equity sponsors will seek to maintain leverage above 5x. CDC INVESTMENT: Case Summary & 3 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: CDC Investment Corporation 4874 Airport Rd Salisbury, MD 21804 Case No.: 15-18622 Chapter 11 Petition Date: June 17, 2015 Court: United States Bankruptcy Court District of Maryland (Baltimore) Judge: Hon. Thomas J. Catliota Debtor's Counsel: Alan M. Grochal, Esq. TYDINGS AND ROSENBERG, LLP 100 E. Pratt Street., Fl. 26 Baltimore, MD 21202 Tel: 410-752-9700 Fax: 410-727-5460 Email: agrochal@tydingslaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Wilson Reynolds, president/shareholder. A list of the Debtor's three largest unsecured creditors is available for free at http://bankrupt.com/misc/mdb15-18622.pdf CHASSIX HOLDINGS: Court Approves Kurtzman Carson as Panel's Agent ----------------------------------------------------------------- The Official Committee of Unsecured Creditors of Chassix Holdings, Inc., et al. sought and obtained permission from the U.S. Bankruptcy Court for the Southern District of New York to retain Kurtzman Carson Consultants LLC as information and noticing agent, nunc pro tunc to April 8, 2015. The Committee requires Kurtzman Carson to: (a) establish and maintain an Internet-accessible website that provides, without limitation: - a link or other form of access to the website maintained by the Debtors' claims, noticing and balloting agent at https://cases.primeclerk.com/chassix/, which shall include, among other things, the case docket and claims register; - a calendar with upcoming significant dates and deadlines in the chapter 11 cases; - a form to submit creditor questions, comments and requests for access to information; - links to other relevant websites; and - the names and contact information for the Committee's counsel and restructuring advisors. (b) establish and maintain a telephone number and email address by and through Kurtzman Carson for creditors to submit questions and comments. (c) upon request provide a communications plan including but not limited to preparation of communications materials, dissemination of information and a call center staffed by Kurtzman Carson. (d) provide copy and notice services consistent with the applicable Local Rules and as requested by the Committee and/or the Bankruptcy Court. The Court authorized and directed the Debtors to compensate Kurtzman Carson on a monthly basis in accordance with the terms and conditions of the Services Agreement, upon Kurtzman Carson's submission to the Committee, the Debtors and the United States Trustee of monthly invoices summarizing in reasonable detail the services rendered and expenses incurred in connection therewith. Kurtzman Carson will (i) file a final fee application and (ii) submit monthly fee statements in the event that KCC fees exceed $5,000 during any given month. Evan Gershbein, vice president of Corporate Restructuring Services for Kurtzman Carson, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Kurtzman Carson can be reached at: Drake D. Foster KURTZMAN CARSON CONSULTANTS, LLC 2335 Alaska Ave. El Segundo, CA 90245 Tel: (310) 823-9000 Fax: (310) 823-9133 About Chassix Holdings Chassix is a global manufacturer and supplier of aluminum and iron chassis sub-frame components and powertrain products with both casting and machining capabilities. Based in Southfield, Michigan, Chassix and its subsidiaries operate 23 manufacturing facilities across six countries, providing safety critical automotive components, having content on approximately 64% of the largest platforms in North America. Their product mix maintains an even balance among trucks, minivans and SUVs, as well as small and medium size cars and cross-over vehicles. For the twelve months ended Dec. 31, 2014, the Debtors generated $1.37 billion in revenue on a consolidated basis. As of Dec. 31, 2014, the Debtors had $833 million in assets and $784 million in liabilities on a consolidated basis. Chassix Holdings, Inc., et al., sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 15-10578) in Manhattan on March 12, 2015, with a Chapter 11 plan that was negotiated with lenders and customers. Chassix Holdings estimated $500 million to $1 billion in assets and debt. The Debtors have tapped Weil, Gotshal & Manges LLP, as attorneys; Lazard Freres & Co, LLC, as investment banker; FTI Consulting, Inc. to provide an interim CFO and additional restructuring services; and Prime Clerk LLC, as claims and noticing agent. The Official Committee of Unsecured Creditors appointed in the case has retained Akin Gump Strauss Hauer & Feld LLP as counsel; Teneo Securities LLC as financial advisor; and Kurtzman Carson Consultants LLC as information and noticing agent. CHASSIX HOLDINGS: Court Approves Teneo as Panel's Advisor --------------------------------------------------------- The Official Committee of Unsecured Creditors of Chassix Holdings, Inc., et al. sought and obtained permission from the U.S. Bankruptcy Court for the Southern District of New York to retain Teneo Securities LLC as financial advisor to the Committee, nunc pro tunc to March 19, 2015. The Committee requires Teneo to: (a) review and analyze the Debtors' operations, assets, financial condition, business plan, strategy, and operating forecasts; (b) evaluate the assets and liabilities of the Debtors and evaluate the Debtors' strategic and financial alternatives; (c) assist in the determination of an appropriate go-forward capital structure for the Debtors; (d) analyze any proposed financing(s); (e) assist the Committee in developing, evaluating, structuring and negotiating the terms and conditions of a restructuring, plan of reorganization or sale transaction, including the value of the securities, if any, that may be issued to the Committee under any such restructuring, plan of reorganization or sale transaction; (f) analyze any merger, divestiture, joint-venture, or investment transaction, including the proposed structure and form thereof; (g) analyze any new debt or equity capital (including advice on the nature and terms of new securities); (h) assist in the evaluation and investigation of prepetition transactions in which the Debtors and/or their insiders were involved; (i) if requested by the legal counsel to the Committee, prepare report(s) with respect to any and all proposed financings, the valuation of the company (as a going concern or otherwise) or any specific assets of the Debtors, or proposed merger, divestiture, joint-venture, or investment transaction; (j) provide the Committee with other appropriate general restructuring advice as the Committee and its counsel deems appropriate; and (k) testify in connection with Teneo's provision of any of the above-mentioned services in this Court or another court. Teneo will be paid at these hourly rates: Senior Managing Director/ Managing Director $850 Director $775 Vice President $620 Associate $470 Analyst $330 Paraprofessionals $145 Teneo will also be reimbursed for reasonable out-of-pocket expenses incurred. Brent C. Williams, senior managing director at Teneo, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Teneo can be reached at: Brent C. Williams TENEO SECURITIES LLC 601 Lexington Avenue 45th Floor New York, NY 10022 Tel: (212) 886-1600 About Chassix Holdings Chassix is a global manufacturer and supplier of aluminum and iron chassis sub-frame components and powertrain products with both casting and machining capabilities. Based in Southfield, Michigan, Chassix and its subsidiaries operate 23 manufacturing facilities across six countries, providing safety critical automotive components, having content on approximately 64% of the largest platforms in North America. Their product mix maintains an even balance among trucks, minivans and SUVs, as well as small and medium size cars and cross-over vehicles. For the twelve months ended Dec. 31, 2014, the Debtors generated $1.37 billion in revenue on a consolidated basis. As of Dec. 31, 2014, the Debtors had $833 million in assets and $784 million in liabilities on a consolidated basis. Chassix Holdings, Inc., et al., sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 15-10578) in Manhattan on March 12, 2015, with a Chapter 11 plan that was negotiated with lenders and customers. Chassix Holdings estimated $500 million to $1 billion in assets and debt. The Debtors have tapped Weil, Gotshal & Manges LLP, as attorneys; Lazard Freres & Co, LLC, as investment banker; FTI Consulting, Inc. to provide an interim CFO and additional restructuring services; and Prime Clerk LLC, as claims and noticing agent. The Official Committee of Unsecured Creditors appointed in the case has retained Akin Gump Strauss Hauer & Feld LLP as counsel; Teneo Securities LLC as financial advisor; and Kurtzman Carson Consultants LLC as information and noticing agent. CHASSIX HOLDINGS: Court Okays Akin Gump as Committee Counsel ------------------------------------------------------------ The Official Committee of Unsecured Creditors of Chassix Holdings, Inc., et al. sought and obtained permission from the U.S. Bankruptcy Court for the Southern District of New York to retain Akin Gump Strauss Hauer & Feld LLP as counsel to the committee, nunc pro tunc to March 19, 2015. The Committee requires Akin Gump to: (a) advise the Committee with respect to its rights, duties and powers in these chapter 11 cases; (b) assist and advise the Committee in its consultations and negotiations with the Debtors relative to the administration of these chapter 11 cases; (c) assist the Committee in analyzing the claims of the Debtors' creditors and the Debtors' capital structure and in negotiating with holders of claims and equity interests; (d) assist the Committee in its investigation of the acts, conduct, assets, liabilities and financial condition of the Debtors and their insiders of the operation of the Debtors' businesses; (e) assist the Committee in its analysis of, and negotiations with, the Debtors or any third-party concerning matters related to, among other things, the assumption or rejection of certain leases of non-residential real property and executory contracts, asset dispositions, financing of other transactions and the terms of one or more plans of reorganization for the Debtors and accompanying disclosure statements and related plan documents; (f) assist and advise the Committee as to its communications to the general creditor body regarding significant matters in these chapter 11 cases; (g) represent the Committee at all hearings and other proceedings before this Court; (h) review and analyze applications, orders, statements of operations and schedules filed with the Court and advise the Committee as to their propriety, and to the extent deemed appropriate by the Committee, support, join or object thereto; (i) advise and assist the Committee with respect to any legislative, regulatory or governmental activities; (j) assist the Committee in its review and analysis of all of the Debtors' various agreements; (k) prepare, on behalf of the Committee, any pleadings, including without limitation, motions, memoranda, complaints, adversary complaints, objections or comments in connection with any matter related to the Debtors or these chapter 11 cases; (l) investigate and analyze any intercompany claims among the Debtors and claims against the Debtors' non-debtor affiliates; and (m) perform such other legal services as may be required or are otherwise deemed to be in the interests of the Committee in accordance with the Committee's powers and duties as set forth in the Bankruptcy Code, Bankruptcy Rules or other applicable law. Akin Gump will be paid at these hourly rates: Erik Preis $975 Lisa G. Beckerman $1,150 Rachel Ehrlich Albanese $825 Jason P. Rubin $775 Yochun Katie Lee $565 Charles W. Garrison $495 Partners $700–$1,300 Senior Counsel and Counsel $545–$930 Associates $410–$775 Paraprofessionals $160–$375 Akin Gump will also be reimbursed for reasonable out-of-pocket expenses incurred. Erik Preis, member of Akin Gump, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Akin Gump also intends to make a reasonable effort to comply with the U.S. Trustee's requests for information and additional disclosures as set forth in the Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. section 330 by Attorneys in Larger Chapter 11 Cases Effective as of November 1, 2013 (the "Appendix B Guidelines"). The following is provided in response to the request for information set forth in Paragraph D.1 of the Appendix B Guidelines: -- Akin Gump maintains only one set of hourly rates, which is applicable both in and out of bankruptcy. -- Akin Gump did not represent the Committee before its formation on March 19, 2015. Akin Gump has in the past represented, currently represents, and may represent in the future, certain Committee members and/or their affiliates in matters unrelated to the Debtors or these chapter 11 cases as set forth in this Application. -- Akin Gump has developed a budget and staffing plan for March 19 through June 30 that will be presented for approval by the Committee. Akin Gump can be reached at: Erik Preis, Esq. AKIN GUMP STRAUSS HAUER & FELD LLP One Bryant Park New York, NY 10036 Tel: (212) 872-1000 Fax: (212) 872-1002 E-mail: apreis@akingump.com About Chassix Holdings Chassix is a global manufacturer and supplier of aluminum and iron chassis sub-frame components and powertrain products with both casting and machining capabilities. Based in Southfield, Michigan, Chassix and its subsidiaries operate 23 manufacturing facilities across six countries, providing safety critical automotive components, having content on approximately 64% of the largest platforms in North America. Their product mix maintains an even balance among trucks, minivans and SUVs, as well as small and medium size cars and cross-over vehicles. For the twelve months ended Dec. 31, 2014, the Debtors generated $1.37 billion in revenue on a consolidated basis. As of Dec. 31, 2014, the Debtors had $833 million in assets and $784 million in liabilities on a consolidated basis. Chassix Holdings, Inc., et al., sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 15-10578) in Manhattan on March 12, 2015, with a Chapter 11 plan that was negotiated with lenders and customers. Chassix Holdings estimated $500 million to $1 billion in assets and debt. The Debtors have tapped Weil, Gotshal & Manges LLP, as attorneys; Lazard Freres & Co, LLC, as investment banker; FTI Consulting, Inc. to provide an interim CFO and additional restructuring services; and Prime Clerk LLC, as claims and noticing agent. The Official Committee of Unsecured Creditors appointed in the case has retained Akin Gump Strauss Hauer & Feld LLP as counsel; Teneo Securities LLC as financial advisor; and Kurtzman Carson Consultants LLC as information and noticing agent. CINEMARK HOLDINGS: S&P Raises CCR to 'BB', Outlook Stable --------------------------------------------------------- Standard & Poor's Ratings Services raised its ratings, including the corporate credit rating, on Plano, Texas-based movie exhibitor company Cinemark Holdings Inc. to 'BB' from 'BB-'. The rating outlook is stable. The recovery ratings on the company's debt remain unchanged. "The upgrades reflect Cinemark's ability to maintain lease-adjusted leverage in the low-3x area despite the box-office and foreign exchange (FX) volatility it has experienced over the past several quarters," said Standard & Poor's credit analyst Jawad Hussain. S&P expects the company to maintain its balanced financial policy, with lease-adjusted leverage below 3.5x, and to fund its capital expenditures and dividend through operating cash flow. This would allow the company to maintain leverage in the low-3x area--in line with S&P's "significant" financial risk profile assessment. Cinemark is the third-largest movie exhibitor in the U.S., by revenue, with a significant and profitable presence in Latin America that is supporting growth. Cinemark has a high-quality circuit, having resisted building oversized theaters, which have excess capacity during slower film release seasons. Moreover, Cinemark has not acquired underperforming properties to the extent that its more acquisition-oriented competitors have. As a result, its EBITDA margin compares favorably with its peers'. Nevertheless, Cinemark is exposed to the risk of film piracy and increased competition from the proliferation of online entertainment alternatives such as iTunes and Netflix, and increasingly high-quality home viewing. S&P believes that studios' release of films to premium video on demand (VOD) platforms within the traditional theatrical release window and films becoming available for digital purchase ahead of their DVD availability could hurt Cinemark's and its peers' long-term performance. The stable rating outlook reflects S&P's expectation that Cinemark will maintain an industry-leading EBITDA margin and lease-adjusted leverage in the low-3x area, despite secular pressure facing the industry. S&P could lower its rating if the company's operating performance weakens, if it pursues aggressive debt financed acquisitions, or if it adopts a more aggressive financial policy, resulting in adjusted leverage increasing to above 4x on a sustained basis. This could entail, for example, high-single-digit percent revenue declines and low-20% EBITDA declines due to high-single-digit percent declines in attendance, with no offsetting reductions in capital expenditures or dividends. These declines could occur if Hollywood movie output declines, if peak summer mass audience films have weak performance, and if premium VOD gains traction and eats into theaters' revenues. Although unlikely, S&P could raise the rating if Cinemark maintains its industry-leading EBITDA margin and reduces lease-adjusted leverage to below 2.5x on a sustained basis. This would likely entail Cinemark implementing a more conservative financial policy to lower leverage and moderating its expansion plans to support these objectives. CLEARWATER SEAFOODS: Moody's Alters Outlook to Stable ----------------------------------------------------- Moody's Investors Service revised Clearwater Seafoods Limited Partnership's (Clearwater) ratings outlook to stable from positive. Moody's also affirmed the company's B2 corporate family rating ("CFR"), B3-PD probability of default rating, and B1 senior secured debt rating, and raised the speculative grade liquidity rating to SGL-1 from SGL-3. "The outlook change to stable recognizes that earnings volatility and foreign currency movements will hinder Clearwater from improving its leverage (adjusted Debt/EBITDA) to meet the requirement for an upgrade in the next 12 to 18 months," said Peter Adu, Moody's lead analyst for Clearwater. "The raising of the SGL rating reflects expectations for good availability under the company's revolving credit facility while cash will increase by more than C$55 million when the announced equity issue closes," Adu added. Ratings Affirmed: Corporate Family Rating, B2 Probability of Default Rating, B3-PD C$75M Revolving Credit Facility due 2018, B1 (LGD2) C$30M first lien term loan A due 2018, B1 (LGD2) C$45M delayed draw first lien term loan A due 2018, B1 (LGD2) US$200M first lien term loan B due 2019, B1 (LGD2) Rating Raised: Speculative Grade Liquidity Rating, to SGL-1 from SGL-3 Outlook: Changed to Stable from Positive RATINGS RATIONALE Clearwater's B2 CFR primarily reflects its small scale, elevated leverage, exposure to exogenous factors such as foreign currency fluctuations, weather patterns, foreign trade disputes and regulation, and expectations that its growth aspirations could further increase leverage (adjusted Debt/EBITDA was 5.3x at LTM Q1/15). The rating considers the company's vertically integrated structure, its ownership of valuable shellfish quotas in Canada and Argentina that create barriers to entry, attractive long term growth prospects in the premium shellfish seafood industry supported by growing demand from emerging markets, and good geographic and customer diversity. Clearwater has very good liquidity (SGL-1 rating), supported by cash of C$84 million after closing its recent equity issue and about C$60 million of availability under its C$75 million revolving credit facility that matures in 2018 (reduced by US$10 million term loan due in June 2015). These sources are sufficient to cover annual term loan amortizations of about C$5 million. Moody's expects Clearwater's free cash flow for fiscal 2015 to be breakeven due to higher capital expenditures for a clam vessel and retrofits to certain vessels. Free cash flow should exceed C$30 million for fiscal 2016, including contribution from the new clam vessel. Clearwater is subject to a total leverage covenant which Moody's expects will provide cushion over 15% through the next 4 to 6 quarters even when step-downs occur. Clearwater has limited ability to generate liquidity from asset sales as its credit facilities are secured by liens on all assets of the company and its material subsidiaries. The outlook is stable because Moody's expects the company to be able to manage its earnings volatility and currency exposure and sustain its credit metrics at levels that support the B2 CFR through the next 12 to 18 months. A ratings upgrade will require Clearwater to maintain ample liquidity with consistently positive annual free cash flow generation, and sustain Debt/EBITDA below 4x. Clearwater's ratings could be downgraded if operating results soften such that adjusted Debt/EBITDA is sustained above 5x, or free cash flow remains negative. Significant deterioration in liquidity, possibly caused by debt-funded acquisitions could also lead to a downgrade. The principal methodology used in these ratings was Global Protein and Agriculture Industry published in May 2013. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Clearwater Seafoods Limited Partnership is a vertically-integrated harvester, processor, and distributor of premium shellfish. Revenue for the twelve months ended April 4, 2015 was C$442 million. The company is headquartered in Bedford, Nova Scotia, Canada. CNL LIFESTYLE: S&P Affirms 'B' CCR Then Withdraws Rating -------------------------------------------------------- Standard & Poor's Ratings Services affirmed its ratings on CNL Lifestyle Properties Inc., including its 'B' corporate credit rating. S&P subsequently withdrew the ratings at the company's request. The outlook was stable at the time of the withdrawal. COLT DEFENSE: Bankr. Filing is Credit Neg. for Bondholders ---------------------------------------------------------- Moody's Investors Service said Colt Defense LLC's announcement that it voluntarily filed for Chapter 11 bankruptcy protection with the US Bankruptcy Court for the District of Delaware is credit negative for bondholders. Subsequent to the announcement, Moody's lowered Colt's ratings to a Ca corporate family rating, D-PD probability of default rating and C notes rating. Colt Defense LLC, headquartered in West Hartford, CT, manufactures small arms weapons systems for individual soldiers and law enforcement personnel for the U.S. military, U.S. law enforcement agencies, and foreign militaries. Colt also sells rifles, carbines and handguns into the commercial end-market. The company anticipated approximately $190 million revenues for the fiscal year ended 2014. CORE ENTERTAINMENT: S&P Lowers CCR to 'CCC-', On Watch Negative --------------------------------------------------------------- Standard & Poor's Ratings Services said that it lowered its corporate credit rating on Beverley Hills, Calif.-based TV production studio CORE Entertainment Inc. to 'CCC-' from 'CCC+'. At the same time, S&P placed the ratings on CreditWatch with negative implications. "We also lowered our issue-level ratings on the company's $200 million senior secured first-lien term debt due 2017 to 'CCC-' from 'CCC+'. The '4' recovery rating remains unchanged, indicating our expectation for average recovery (30%-50%; lower half of the range) of principal in the event of a payment default. In addition, we lowered our issue-level rating on the company's $160 million 13.5% second-lien term loan due 2018 to 'C' from 'CCC-'. The '6' recovery rating remains unchanged, indicating our expectation for negligible recovery (0%-10%) of principal in the event of payment default," S&P said. "The downgrades reflect our view that CORE Entertainment's debt capitalization is unsustainable and the recovery prospects for the second-lien lenders is negligible," said Standard & Poor's credit analyst Naveen Sarma. S&P believes that CORE Entertainment has entered the grace period to preserve liquidity, given its cash flow deficits and ongoing investment needs. However, the company has liquidity to service its debt, with cash balances of approximately $81 million as of March 31, 2015. S&P plans to resolve the CreditWatch placement within 30 days. S&P could lower the ratings if it believes that CORE Entertainment will not make the interest payment or if the company defaults. CST BRANDS: Moody's Says 2 Dropdown Sale Deals is Credit Positive ----------------------------------------------------------------- CST Brands, Inc. (Ba2/stable) announced two dropdown (sale) transactions with CrossAmerica Partners L.P. ("CrossAmerica") totaling approximately $261.5 million. The aggregate consideration for the transactions includes $142 million in cash and approximately $119.5 million in newly issued common units representing limited partner interests in CrossAmerica. The transactions are expected to close in the third quarter of fiscal 2015. The dropdowns include 29 recently constructed CST stores for $135.5 million and an additional 12.5% of CST Fuel Supply L.P., CST's U.S wholesale supply business for $126 million. Proceeds from the transaction are expected to be used primarily for the expansion of CST's new store base. CrossAmerica curently owns 5% of limited partnership interest in CST Fuel Supply L.P. and will lease the acquired stores to CST. The transactions are long term credit positive but will have no immediate impact on CST's ratings. CST is one of the largest independent retailers of motor fuel and convenience merchandise items in the U.S. and eastern Canada. With 2014 revenues of about $12.8 billion, CST is one of the largest independent retail and wholesale distributors of motor fuel and convenience merchandise in North America. The company has two operating segments, Retail - U.S. which has 1,021 convenience stores located in New York, Arizona, Arkansas, California, Colorado, Louisiana, New Mexico, Oklahoma, Texas and Wyoming, and Retail - Canada which has 861 retail sites located in New Brunswick, Newfoundland and Labrador, Nova Scotia, Ontario, Prince Edward Island and Quebec. The company sells motor fuel under the Valero and Diamond Shamrock brands in the U.S. and Ultramar brand in Canada. In addition CST owns 100% of the General Partner of CrossAmerica Partners, L.P. ("CrossAmerica"), a publicly traded limited partnership which generates cash flows primarily from the wholesale distribution of motor fuel. DELTEK INC: Moody's Cuts CFR to B3 & 2nd Lien Debt Rating to Caa2 ----------------------------------------------------------------- Moody's Investors Service downgraded Deltek, Inc.'s corporate family rating to B3 from B2 after the company upsized it debt funded dividend to $280 million from $240 million. Moody's also affirmed the B1 rating on its proposed first lien facilities and downgraded the rating on its second lien debt to Caa2 from Caa1. The second lien debt facility was upsized to fund the increased dividend. While the increase in debt was only $40 million out of $1.2 billion prior to the increase, the ratings were considered very weakly positioned. The ratings outlook is stable. RATINGS RATIONALE The B3 rating is driven by Deltek's very high leverage levels and aggressive financial policies of the private equity owners (as highlighted by multiple dividend recapitalizations). Leverage, pro forma for the transaction is very high (estimated at 7.9x excluding certain one time charges and 8.9x including those charges) based on LTM March 2015 results. Pro forma free cash flow to debt is estimated at just under 4%, in line with other B3 rated enterprise software providers. The ratings also take into account the entrenched position of Deltek's software products in the government contractor market, and its leading position as a software provider to numerous professional services industries, including architecture and engineering firms, accounting firms, ad agencies and consulting firms. Although Deltek can handle higher debt levels than other software providers, the proposed transaction pushes metrics beyond those tolerated at higher ratings. In addition, portions of the non-government business are cyclical and can experience fairly wide swings in revenue. While the company is expected to improve leverage and free cash flow levels over the next 12-18 months, Deltek is acquisitive, which could result in leverage remaining at elevated levels for an extended period. The ratings could face downward pressure if leverage was expected to remain above 8x for an extended period of time, or if free cash flow is negative on other than a temporary basis. The ratings could be upgraded if leverage is on track to get below 7x and free cash flow to debt is greater than 5%. Liquidity is good based on a projected $30 million of cash on the balance sheet at closing of the transaction, access to a $30 million revolver (projected to be undrawn at closing) and expectations of continued healthy free cash flow. Downgrades: Issuer: Deltek, Inc. -- Corporate Family Ratings, Downgraded to B3 from B2 -- Probability of Default Rating, Downgraded to B3-PD from B2-PD -- Second Lien Senior Secured Bank Credit Facility, Downgraded to Caa2, LGD5 from Caa1, LGD5 Affirmations: -- First Lien Senior Secured Term Loan Bank Credit Facility, Affirmed B1, LGD3 -- Senior Secured Revolving Credit Facility, Affirmed B1, LGD3 The principal methodology used in these ratings was Global Software Industry published in October 2012. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Headquartered in Herndon, Virginia, Deltek is a producer of project focused enterprise software for government contracting and professional service end-markets. Deltek is owned by private equity firm, Thoma Bravo and had approximately $442 million of revenue for the last twelve months ended March 31, 2015. DELTEK INC: S&P Retains 'B' CCR After Proposed Term Loan Upsize --------------------------------------------------------------- Standard & Poor's Ratings Services said that its ratings on Deltek Inc. (B/Stable/--) are unchanged after the proposed $40 million upsizing in Deltek's second-lien term loan due 2023. The increment will raise the second-lien term loan principal amount to $390 million. The issue-level rating on the second-lien will remain at 'CCC+'. The recovery rating on this debt remains at '6', indicating S&P's expectation for negligible (0%-10%) recovery in the event of payment default. The ratings on Deltek reflect S&P's view of its solid position in niche markets and a meaningful recurring revenue base, partly offset by its limited scale and exposure to federal budget uncertainty. S&P's ratings also reflect leverage pro forma for proposed upsize in the mid-8x area. S&P expects the company will reduce leverage to the low 8x area by the end of 2015, and lower in 2016, through EBITDA growth and modest debt reduction. S&P also notes that the current rating allows little capacity for additional debt-financed acquisitions or shareholder returns. S&P could lower the rating if large federal budget cuts or competitive pressure lead to sharp declines in revenues and cash flow resulting in less-than-adequate liquidity or free operating cash flow to debt sustained below 5%. RATINGS LIST Ratings Unchanged Deltek Inc. Corporate credit rating B/Stable/-- 2nd-lien term ln due 2023 CCC+ Recovery rating 6 DESIGN AND PROCESSING: Case Summary & 13 Top Unsecured Creditors ---------------------------------------------------------------- Debtor: Design and Processing Resources, Inc. 12009 S. Spaulding School Rd. Plainfield, IL 60585 Case No.: 15-21008 Chapter 11 Petition Date: June 17, 2015 Court: United States Bankruptcy Court Northern District of Illinois (Chicago) Judge: Hon. Donald R Cassling Debtor's Counsel: Ben L Schneider, Esq. SCHNEIDER & STONE 8424 Skokie Blvd., Suite 200 Skokie, IL 60077 Tel: 847-933-0300 Fax: 847-676-2676 Email: ben@windycitylawgroup.com Total Assets: $2.7 million Total Liabilities: $709,543 The petition was signed by John B. Paul, president/CEO. A list of the Debtor's 13 largest unsecured creditors is available for free at http://bankrupt.com/misc/ilnb15-21008.pdf DEWDROP ENTERPRIZES: Voluntary Chapter 11 Case Summary ------------------------------------------------------ Debtor: Dewdrop Enterprizes, Inc. P.O. Box 1311 Bald Knob, AR 72010 Case No.: 15-12975 Chapter 11 Petition Date: June 17, 2015 Court: United States Bankruptcy Court Eastern District of Arkansas (Little Rock) Judge: Hon. Phyllis M. Jones Debtor's Counsel: Joel G. Hargis, Esq. JOEL G. HARGIS, P.A. 512 West Washington Avenue Jonesboro, AR 72401 Tel: 870-336-6407 Fax: 870-972-1787 Email: joel@hargislawoffice.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Mark Pearrow, CEO. The Debtor did not include a list of its largest unsecured creditors when it filed the petition. DOWNEY SAVINGS: FDIC Settles Litigation with Trustee, Bondholders ----------------------------------------------------------------- Patrick Fitzgerald, writing for Daily Bankruptcy Review, reported that the bankruptcy trustee winding down the parent of failed thrift Downey Savings & Loan has reached a settlement with the Federal Deposit Insurance Corp., closing the books on a long-running legal fight over the rights to more than $444 million in tax refunds and other assets between the bank regulator and bondholders of the dead bank. According to the report, in a settlement filed in U.S. Bankruptcy Court in Wilmington, Del., the FDIC has agreed to share the refund with investors who hold $200 million in bonds issued by the bank-holding company. The settlement divides the bankruptcy estate into tax and nontax assets and resolves all disputes between the Downey bankruptcy estate, bondholders and the FDIC, the DBR said. As reported in the Troubled Company Reporter on Nov. 24, 2008, U.S. Bank, National Association, Minneapolis, Minn., acquired the banking operations, including all the deposits, of Downey Savings and Loan Association, F.A., Newport Beach, Calif., and PFF Bank & Trust, Pomona, Calif., in a transaction facilitated by the Federal Deposit Insurance Corporation. The combined 213 branches of the two organizations will reopen as branches of U.S. Bank under their normal business hours, including those with Saturday hours. Depositors will automatically become depositors of U.S. Bank. Deposits will continue to be insured by the FDIC, so there is no need for customers to change their banking relationship to retain their deposit insurance coverage. ELEPHANT TALK: Signs $13.5 Million Settlement with Iusacell ----------------------------------------------------------- Elephant Talk Communication Corp. entered into a release and settlement agreement with Iusacell, S.A. De C.V. pursuant to which the Company and Iusacell agreed to terminate their Mobile Network Enablement Agreement and other related agreements which the parties entered into in 2013. Under the terms of the Agreement, Iusacell agreed to make a settlement payment of $13.5 million consisting of $12.6 million in cash and the remaining balance in exchange for certain obligations of Elephant Talk to Iusacell. Steven van der Velden, chairman and CEO of Elephant Talk stated: "This settlement properly reflects our contract terms. This settlement provides us with significant means to carry out our business plans by providing an important cash settlement and allowing us to remain the owner of the platforms in Mexico. With this successful negotiation behind us, we now will re-focus all of our time and assets on our new business efforts in North America, Latin America, Europe and the Middle East where we have near-term opportunities to deploy our ET Software DNA Platforms." 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. EPAZZ INC: Reports $509,000 Net Loss in First Quarter ----------------------------------------------------- Epazz, Inc. filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $508,965 on $461,661 of revenue for the three months ended March 31, 2015, compared to a net loss of $3.7 million on $252,552 of revenue for the same period in 2014. As of March 31, 2015, the Company had $972,638 in total assets, $4.9 million in total liabilities and a $3.9 million total stockholders' deficit. A full-text copy of the Form 10-Q is available for free at: http://is.gd/Q9AUen About EPAZZ Inc. Chicago, Ill.-based EPAZZ, Inc., was incorporated in the State of Illinois on March 23, 2000, to create software to help college students organize their college information and resources. The idea behind the Company was that if the information and resources provided by colleges and universities was better organized and targeted toward each individual, the students would encounter a personal experience with the college or university that could lead to a lifetime relationship with the institution. This concept is already used by business software designed to retain relationships with clients, employees, vendors and partners. Epazz reported a net loss of $7.66 million on $1.56 million of revenue for the year ended Dec. 31, 2014, compared to a net loss of $3.37 million on $750,000 of revenue for the year ended Dec. 31, 2013. M&K CPAS, PLLC, 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 an accumulated deficit of $15.2 million and a working capital deficit of $3.45 million, which raises substantial doubt about its ability to continue as a going concern. EURAMAX INT'L: Taps Deutsche Bank for Refinancing Advice -------------------------------------------------------- Euramax International, Inc. filed with the Securities and Exchange Commission copies of slides from an investor presentation that Euramax Holdings may use in presentations to investors from time to time. According to the presentation, the Company's Board of Directors brought in new management provided by Huron Consulting Group to evaluate and improve the performance of the Company's business. Huron's assessment identified significant opportunities to improve competitive performance including but not limited to: -- procurement of aluminum and steel raw materials;; -- management of freight and logistics costs; -- SG&A costs which had not been adequately adjusted for a post- recession market; and -- an opportunity to upgrade performance management, culture, and key leadership in North America. Based on the results of Huron's diagnostic assessment, management identified and implemented a number of value creating initiatives during 2014 in the following key areas: -- North America Materials Procurement -- North America Freight Management -- Salaried Headcount Reduction -- Evolution of performance management and culture -- Upgrades in North American leadership -- Strategic selling to take advantage of an early stage recovery in the building materials market -- Geographic expansion of international business The Company has retained Deutsche Bank Securities Inc. as its financial advisor and is evaluating several alternatives to facilitate a refinancing of its outstanding indebtedness. The document is available for free at http://is.gd/Mk6oQl About Euramax Based in Norcross, Georgia, Euramax International, Inc., is an international producer of aluminum, steel, vinyl and fiberglass products for original equipment manufacturers, distributors, contractors and home centers in North America and Western Europe. The Company was acquired for $1 billion in 2005 by management and Goldman Sachs Capital Partners. Euramax Int'l has subsidiaries in Canada (Euramax Canada, Inc.), United Kingdom (Ellbee Limited and Euramax Coated Products Limited), and The Netherlands (Euramax Coated Products B.V.), and France (Euramax Industries S.A.). Euramax reported a net loss of $59.3 million in 2014, a net loss of $24.9 million in 2013 and a net loss of $36.8 million in 2012. As of Dec. 31, 2014, Euramax International had $537 million in total assets, $709.9 million in total liabilities and a $173 million total shareholders' deficit. * * * As reported by the TCR on Dec. 13, 2012, Moody's Investors Service downgraded Euramax International, Inc.'s corporate family rating and probability of default rating to Caa2 from Caa1. The downgrade reflects Moody's expectation that the turmoil in global financial markets and weakness in Europe will continue to hamper Euramax's revenues and operating margins as well as weaken key credit metrics. The TCR reported in March 2015 that Standard & Poor's Ratings Services said to it revised its corporate credit rating rating on Norcross, Ga.-based Euramax International Inc. to 'CCC' from 'B'. "The rating revision reflects our view that Euramax depends on favorable business, financial, and economic conditions to meet its financial commitment on its obligations. In the event of adverse conditions, Euramax's capital structure appears to be unsustainable in the long term," said Standard & Poor's credit analyst Thomas O'Toole. EXELIS INC: Moody's Hikes Sr. Unsecured Note Rating From 'Ba1' -------------------------------------------------------------- Moody's Investors Service has upgraded the senior unsecured note ratings of Exelis, Inc. to Baa3 from Ba1, following completion of the merger with Harris Corporation (Baa3 negative). This concludes the review for upgrade that commenced on April 9. The non-instrument ratings of Exelis have been withdrawn. Exelis has become a subsidiary of Harris and on June 2 its debts were guaranteed by Harris. Ratings: Upgrades: Issuer: Exelis, Inc. Senior Unsecured Regular Bond/Debentures Upgraded to Baa3 from Ba1 (LGD4) Outlook Actions: Issuer: Exelis, Inc. Outlook, Changed To Negative From Rating Under Review Withdrawals: Issuer: Exelis, Inc. Probability of Default Rating, Withdrawn, previously rated Ba1-PD Speculative Grade Liquidity Rating, Withdrawn, previously rated SGL-2 Corporate Family Rating, Withdrawn, previously rated Ba1 Senior Unsecured Commercial Paper Rating, Withdrawn, previously rated NP FIRST PROPERTIES: Case Summary & 6 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: First Properties Holding, Inc. 11620 54th Street North Clearwater, FL 33760 Case No.: 15-06277 Nature of Business: Single Asset Real Estate Chapter 11 Petition Date: June 17, 2015 Court: United States Bankruptcy Court Middle District of Florida (Tampa) Debtor's Counsel: Kevin P. O'Brien, Esq. LAW OFFICES OF KEVIN P. O'BRIEN, P.A. 805 West Azeele Street Tampa, FL 33606 Tel: 813-549-1490 Fax: 813-387-3050 Email: kevinpaobrien@aol.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $500,000 to $1 million The petition was signed by James N. Marsh, president. A list of the Debtor's six largest unsecured creditors is available for free at http://bankrupt.com/misc/flmb15-06277.pdf FRAC SPECIALISTS: Owes $2.3MM for Rent Payment, Wells Fargo Says ---------------------------------------------------------------- Wells Fargo Equipment Finance Inc. asks the U.S. Bankruptcy Court for the Northern District of Texas, Fort Worth Division, to lift the automatic stay imposed in the Chapter 11 cases of Frac Specialists, LLC, et al., in order to exercise its contractual and legal remedies as to equipment it leased to the Debtors. Prior to the Petition Date, Wells Fargo's predecessor-in-interest, Summit Funding Group, Inc., entered into a Master Lease Agreement No. 2554 dated September 23, 2014, with the Debtor and its affiliates in order to lease-finance the Debtor's acquisition of certain equipment to be used in its oilfield service business. Pursuant to the Master Lease, Summit and the Debtor entered into Equipment Schedule No. 003 dated November 24, 2014, under which the Debtor leased from Summit, for a term of 48 months, three 2015 Dragon 2600 hp Quintaplex frac pumps. Under the terms of the Master Lease and Schedule, the Debtor promised to pay monthly rent of $57,456, with a $1 purchase option at the end of the term. The Debtor granted to Wells Fargo a security interest in the Equipment and in the proceeds thereof, including any insurance proceeds. Wells Fargo's counsel, Larry Chek, Esq., at Palmer & Manuel, LLP, in Dallas, Texas, tells the Court that in or about May 15, 2015, a fire at a well site operated by the Debtor destroyed certain assets of the Debtor, which may have included part of the Equipment. Mr. Chek notes that the Debtor has not remitted the insurance proceeds for any destroyed portion of the Equipment to Wells Fargo, nor otherwise compensated Wells Fargo for the loss of its collateral. He further tells the Court that the Debtor owed the aggregate sum of $2,391,848 to Wells Fargo, including its unpaid May 2015 rent payment, late charges, and the present value of the rents for the remainder of the lease term, discounted at a rate of 2% per annum. Mr. Chek asserts that adequate protection is required due to the continuing diminution in value of the Equipment from wear and tear, weathering, depreciation from use, and technological obsolescence with passage of time. He says that it is appropriate and necessary for the Debtor to adequately protect Wells Fargo's interest in the Equipment by making monthly cash payments equal to the amount of its diminution in value, pursuing an insurance claim for physical loss and remitting to Wells Fargo the proceeds of the insurance policy applicable to the Equipment, and maintaining adequate loss insurance on the Equipment. Mr. Chek further asserts that alternatively, Wells Fargo is entitled to relief from the automatic stay under Section 362(d)(2) of the Bankruptcy Code because the Debtor has no equity in the Equipment, and the Equipment is not necessary to an effective reorganization by the Debtor. He adds that in the event that the Court determines that the automatic stay should be modified in favor of Wells Fargo, there is cause for waiver of the 14-day stay period of Rule 4001(a)(3) because Wells Fargo is in a better financial position than the Debtor to insure, maintain, protect, and preserve the Equipment during the period. Wells Fargo is represented by: Larry Chek, Esq. PALMER & MANUEL, LLP 8350 N. Central Expressway, Suite 1111 Dallas, TX 75206 Telephone: (214)242-6444 Facsimile: (214)265-1950 Email: lcheck@pamlaw.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.   The U.S. Trustee appointed five creditors to serve on an official committee of unsecured creditors.   GREAT PLAINS ROYALTY: Court Rules on Bid to Clarify Judgment ------------------------------------------------------------ Judge Shon Hastings granted in part and denied in part the defendants' Motion to Clarify and Amend Judgment in the case captioned Great Plains Royalty Corporation, Plaintiff, v. Earl Schwartz Company and Basin Minerals, LLC, Defendants. Earl Schwartz Company and Basin Minerals, LLC, Counter-Claimants, v. Great Plains Royalty Corporation, Counter-Defendant, ADVERSARY NO. 13-07018 (Bankr. D.N.D). On April 1, 2015, defendants Earl Schwartz Corporation ("ESCO") and Basin Minerals, LLC ("Basin") sought to clarify and amend the Court's judgment, arguing that reference to specific wells should be removed, thereby granting them a broader royalty interest than articulated in the Court's Memorandum and Order and Judgment. Judge Hastings rejected ESCO's and Basin's arguments for the reason that the time for advancing these arguments passed on November 14, 2014, when the final post-trial response briefs were due. Further, ESCO and Basin did not offer evidence at trial showing that the Trustee intended to transfer more than an interest in production from the Melvin E. Peterson 1 and Ruppert 1 wells. Judge Hastings, however, granted ESCO and Basin's request to clarify and amend his judgment to add the words "production from" to the description of the 7/160 Interest and 31% Interest transferred by the Trustee. A copy of the May 19, 2015 memorandum and order is available at http://is.gd/IqLnzWfrom Leagle.com. About Great Plains Royalty Corporation Great Plains Royalty Corporation filed for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.N.D. Case No. 68-00039) on April 12, 1968. The case was eventually converted to a Chapter 7 proceeding and Myron Atkinson was appointed as Trustee to liquidate the estate. An auction was held on June 5, 1969 in Williston, North Dakota and the Trustee declared Earl Schwartz the highest bidder, allowing him to purchase certain assets of the Great Plains bankruptcy estate. The Trustee transferred assets of the bankruptcy estate to Earl Schwartz Corporation (ESCO), which later transferred those assets to Basin Minerals, LLC. HERCULES OFFSHORE: Reaches Restructuring Deal with Noteholders -------------------------------------------------------------- Josh Beckerman, writing for The Wall Street Journal, reported that Hercules Offshore Inc. has entered into a restructuring agreement with a noteholder group, and expects a prepackaged reorganization plan or a Chapter 11 filing will occur within a few weeks. According to the report, the Houston-based drilling-services company said the agreement would convert about $1.2 billion of notes to new common equity. Noteholders have agreed to backstop about $450 million of new debt financing, the Journal said, citing the company. About Hercules Offshore Hercules Offshore Inc. (NASDAQ: HERO) -- http://www.herculesoffshore.com/-- provides shallow-water drilling and marine services to the oil and natural gas exploration and production industry in the United States, Gulf of Mexico and internationally. The Company provides these services to integrated energy companies, independent oil and natural gas operators and national oil companies. The Company operates in six business segments: Domestic Offshore, International Offshore, Inland, Domestic Liftboats, International Liftboats and Delta Towing. Hercules Offshore reported a net loss of $216 million in 2014, compared with a net loss of $68.1 million in 2013. As of March 31, 2015, the Company had $1.93 billion in total assets, $1.37 billion in total liabilities and $559 million in stockholders' equity. * * * The TCR reported in March 2015 that Moody's Investors Service downgraded Hercules Offshore, Inc.'s Corporate Family Rating to Caa2 from B2. The Caa2 Corporate Family Rating (CFR) reflects the company's contract roll-off and sparse contract coverage through the June 2016, its aging fleet, and the projection for a deterioration of its liquidity position. As reported by the TCR on March 2, 2015, Standard & Poor's Ratings Services lowered its corporate credit rating on Houston-based Hercules Offshore Inc. to 'CCC+' from 'B-'. "The downgrade reflects our expectation of deteriorating liquidity over the next year, as well as the company's escalating debt leverage," said Standard & Poor's credit analyst Stephen Scovotti. HMK MATTRESS: Moody's Alters Outlook to Stable & Affirms B3 CFR --------------------------------------------------------------- Moody's Investors Service changed HMK Mattress Holdings, LLC's ("Sleepy's") outlook to stable from negative. Concurrently, Moody's affirmed the company's B3 Corporate Family Rating, B3-PD Probability of Default Rating, and the B2 rating of the senior secured term loan. The change in outlook to stable from negative reflects the reduction in the company's adjusted debt due to changes in Moody's approach for capitalizing operating leases, which lowers Moody's-adjusted debt/EBITDA by approximately 2.3 times to 5.0 times as of March 2015. The updated approach for standard adjustments for operating leases is explained in the cross-sector rating methodology Financial Statement Adjustments in the Analysis of Non-Financial Corporations, published on June 15, 2015. The change in outlook also considers the improvement in Sleepy's credit metrics, driven by the gradual turnaround in the company's operating performance over the past three quarters. Rating Actions: Issuer: HMK Mattress Holdings, LLC -- Corporate Family Rating, affirmed at B3 -- Probability of Default Rating, affirmed at B3-PD -- Stable outlook Issuer: HMK Intermediate Holdings, LLC -- $170 million senior secured term loan due 2018, affirmed at B2 (LGD 3) RATINGS RATIONALE The B3 corporate family rating reflects Sleepy's weak interest coverage, relatively aggressive financial policies, and adequate liquidity, including Moody's expectations for breakeven free cash flow and tight covenant cushion. The rating also incorporates the company's modest scale, narrow product focus in a category that is highly dependent on discretionary consumer spending, and regional concentration. At the same time, the rating incorporates the company's strong brand recognition, competitive position within its regions of operation, and pent-up demand for housing-related consumer durables, including bedding products. The stable outlook reflects Moody's expectations the company will generate low-single-digit same store sales growth and meaningful near-term margin expansion as it benefits from focusing its marketing efforts on the major holidays and improving its merchandising mix and inventory planning. The outlook also reflects Moody's expectation that Sleepy's will maintain adequate liquidity. The ratings could be downgraded if same store sales reverse their recent positive momentum, if margins materially decline or liquidity erodes for any reason, including weaker covenant cushion. Quantitatively, ratings could be downgraded if EBITA/interest expense approaches 1.0 times or debt/EBITDA approaches 7 times. The ratings could be upgraded if Sleepy's demonstrates continued same store sales and earnings growth, while maintaining at least adequate liquidity, including good covenant cushion. Quantitatively, the ratings could be upgraded if EBITA/interest approaches 1.5 times and debt/EBITDA is sustained below 5.5 times. HMK Mattress Holdings, LLC ("Sleepy's"), headquartered in Hicksville, NY, is a specialty mattress retailer, operating approximately 1,039 locations predominantly in the Northeast and Mid-Atlantic of the United States. Store banners include Sleepy's and Mattress Discounters. It also delivers mattresses through its websites including sleepys.com, 1800mattress.com and mattress.com. The company provides wholesale fulfillment services for amazon.com and sears.com and sells wholesale to hotels and colleges. Revenues are approximately $1 billion. Sleepy's is family- and management- owned, and private equity firm Calera Capital has a minority stake in the company. The principal methodology used in these ratings was Global Retail Industry published in June 2011. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. HOWARD F. MARKS: CommunityOne Bank's Appeal Dismissed ----------------------------------------------------- The Court of Appeals of North Carolina dismissed the plaintiff's appeal in the case captioned COMMUNITYONE BANK, N.A., Plaintiff, v. BOONE STATION PARTNERS, LLC, STEPHEN D. SAIEED and DR. HOWARD F. MARKS, JR., Defendants, NO. COA14-932 (N.C. Ct. App.). Plaintiff CommunityOne Bank appealed from the March 28, 2014 order of the trial court dismissing all claims against defendant guarantors Stephen D. Saieed and Dr. Howard F. Marks, Jr. on the grounds that the statute of limitations had expired. That order was considered interlocutory because it left pending plaintiff's claims against Boone Station Partners, LLC, which executed and delivered the promissory note. Boone is the owner of the real property securing that note. The appellate court explained that generally, there is no right to appeal from an interlocutory order unless (1) the trial court certified the order for immediate appeal under Rule 54(b) of the Rules of Civil Procedure, or (2) the order affects a substantial right that would be lost without immediate review. In this case, the trial court did not make a Rule 54(b) certification. In its May 19, 2015 opinion available at http://is.gd/JKepspfrom Leagle.com, the appellate court held that plaintiff failed to show that, under the circumstances of this case, the order affects a substantial right that would be lost absent an immediate appeal. Even if the claims against Boone Station and against defendant guarantors arise out of the same set of facts, the claims asserted against the defendants arose out of "separate and distinct contract(s)" and involved differing legal duties owed to the plaintiff. Thus, there was no risk of inconsistent verdicts in the absence of an interlocutory appeal. Hutchens, Senter, Kellam & Pettit, P.A., by Lacey M. Moore -- lacey.moore@hskplaw.com -- for plaintiff-appellant. Stubbs & Perdue, P.A., by Matthew W. Buckmiller for defendants-appellees. Howard Marks Jr., along with his wife, sought Chapter 11 protection (Bankr. E.D.N.C. Case No. 11-03636) on May 10, 2011. HUDSON'S BAY: Moody's Affirms B1 CFR After Kaufhof Acquisition -------------------------------------------------------------- Moody's Investors Service affirmed Hudson's Bay Company's ("HBC") B1 Corporate Family Rating, B1-PD Probability of Default Rating and B1 rating on its Term Loan B due 2020. The outlook remains stable. The rating affirmation follows the company's June 15 announcement that it will acquire Galeria Holding ("Kaufhof") from Metro AG (Baa3 stable) for a total consideration of EUR2.42 billion (C$3.36 billion). HBC plans to finance the acquisition primarily with a real estate term loan secured by at least 40 Kaufhof properties through its real estate Joint Venture with Simon Property Group ("Simon-HBC JV"). The company has also received aggregate $3.25 billion (C$4.00 billion) in term loan B commitments, proceeds from which will be used to refinance its existing term loan B (C$790 million outstanding as of May 5, 2015). The acquisition is expected to close by the end of the third fiscal quarter of 2015. The affirmation of ratings reflects Moody's view that the addition of Kaufhof, which operates leading department stores in Germany and Belgium, will enhance the geographic diversification of HBC's 3 existing North American banners (Hudson's Bay, Saks and Lord & Taylor). Moody's expects Kaufhof will operate as a substantially separate business such that the usual degree of execution risk is lower. However, given that the Kaufhof acquisition is occurring less than 2 years after the closing of the acquisition of Saks Inc., there is very limited capacity for the company to undertake additional debt while maintaining the B1 rating and stable outlook. Pro forma the Kaufhof acquisition, sale of properties to the Simon-HBC JV and the contemplated C$739 million term loan borrowings (as outlined by HBC in its public filings on June 15, 2015), Moody's adjusted debt to EBITDA would be around 6.3x as of May 2, 2015. While the increase in debt following the Kaufhof acquisition is meaningful the company had capacity in its current rating however there is no meaningful capacity for additional debt given current leverage. Moody's leverage metrics assume closing of the Rio Can and Simon JV's on the proposed terms and moody's considers those transaction to be akin to a sale-leaseback transaction for HBC. Leverage also includes the mortgage obligations of HBC which include the debt associated with the company's Lord & Taylor and Saks Fifth Avenue properties located in New York City. The following ratings were affirmed: Issuer: Hudson's Bay Company Corporate Family Rating, Affirmed B1 Probability of Default Rating, Affirmed B1-PD Speculative Grade Liquidity Rating, Affirmed SGL-2 Senior Secured Bank Credit Facility due Nov 5, 2020, Affirmed B1, LGD4 Outlook, Remains Stable RATINGS RATIONALE Hudson's Bay Company's B1 Corporate Family Rating reflects the company's significant debt burden with debt/EBITDA expected to be around 6.3 times pro-forma for the acquisition of Kaufhof. The B1 Corporate Family Rating reflects our expectations that HBC is unlikely to materially reduce debt over the next couple years, in part due to its plans to invest a sizable amount of capital expenditures for a major reconfiguration of its flagship Saks Fifth Avenue property thus deleveraging would occur primarily through earnings improvement. The rating also reflects the company's generally consistent performance across all of its North American banners under the current management team. While leverage is very high and is reflective of a lower rating, the B1 rating considers the company's solid liquidity profile with access to significant untapped asset-based revolving credit facilities. The ratings also reflect HBC's continued majority ownership of real estate assets which have significant value and mitigate the high financial leverage of the company. The B1 CFR reflects Moody's view that the addition of Kaufhof, which operates leading department stores in Germany and Belgium, will enhance the geographic diversification of HBC's 3 existing North American banners (Hudson's Bay, Saks and Lord & Taylor). Moody's expects Kaufhof will operate as a substantially separate business such that the usual degree of execution risk is lower. However, given that the Kaufhof acquisition is occurring less than 2 years after the closing of the acquisition of Saks Inc., there is very limited capacity for the company to undertake additional debt while maintaining the B1 rating and stable outlook. The stable outlook reflects Moody's expectations that HBC will maintain revenue and margin stability across its portfolio as a whole. Moody's expects deleveraging to occur primarily through earnings improvement given it does not expect HBC to materially reduce debt over the next couple years, in part due to its plans to invest a sizable amount of capital expenditures for a major reconfiguration of its flagship Saks Fifth Avenue property. The ratings could be downgraded if Moody's expected debt/EBITDA to be sustained above 6.25 for an extended period or interest coverage approached 1.25 times. Given the high debt burden, ratings could be lowered if actions with respect to the significant real estate holdings were not maintained in a creditor friendly manner. There is limited upward ratings momentum for the near to intermediate term. Quantitatively, ratings could be upgraded if debt/EBITDA was sustained below 5 times and interest coverage was sustained above 2.0 times while maintaining a good overall liquidity profile. Headquartered in Toronto, Canada, Hudson's Bay Company ("HBC") operates Hudson's Bay, Canada's largest branded department store with 90 locations, and Home Outfitters, Canada's largest home specialty superstore with 67 locations across the country. In the United States, HBC operates Lord & Taylor, a department store with 50 full-line store locations throughout the northeastern and mid-Atlantic US, and four Lord & Taylor outlets. Saks Fifth Avenue currently operates 39 Saks Fifth Avenue stores and 81 Saks Fifth Avenue OFF 5TH stores. HBC has agreed to acquire Galeria Holding ("Kaufhof") for total consideration of EUR2.42 billion (C$3.36 billion). Pro forma revenue during fiscal 2015 for the combined company is expected to be around C$13 billion. INTEGRATED FREIGHT: Posts $268,000 Net Income in June 30 Qtr. ------------------------------------------------------------- Integrated Freight Corporation filed with the Securities and Exchange Commission its quarterly report on Form 10-Q, disclosing net income of $268,200 on $4.9 million of revenue for the three months ended June 30, 2014, compared to a net loss of $15,309 on $5.2 million of revenue for the same period in 2013. As of June 30, 2014, the Company had $5 million in total assets, $17.7 million in total liabilities and a $12.6 million total stockholders' deficit. At June 30, 2014, the Company had $41,305 in cash and cash equivalents. The Company had receivables, net of allowances, of $2,848,547 and its current liabilities were $16,346,405. Going Concern "Our continuation is dependent upon attaining and maintaining profitable operations and raising additional capital as needed. In this regard, we have raised additional capital through the debt and equity offerings. . . . We do, however, require additional cash due to changing business conditions or other future developments, including any investments or acquisitions we may decide to pursue. We plan to sell additional equity securities, debt securities or borrow from lending institutions. We cannot assure you that financing will be available in the amounts we need or on terms acceptable to us, if at all. The issuance of additional equity securities, including convertible debt securities, by us could result in a significant dilution in the equity interests of our current stockholders. The incurrence of debt would divert cash for working capital and capital expenditures to service debt obligations and could result in operating and financial covenants that restrict our operations and our ability to pay dividends to our shareholders. If we are unable to obtain additional equity or debt financing as required, our business operations and prospects may suffer. In such event, we will be forced to scale down or perhaps even cease our operations," the Company said in the Form 10-Q report. A full-text copy of the Form 10-Q is available for free at: http://is.gd/lgfA50 About Integrated Freight Integrated Freight Corporation, formerly PlanGraphics, Inc., (OTC BB: IFCR) -- http://www.integrated-freight.com/-- is a Sarasota, Florida headquartered motor freight company providing long-haul, regional and local service to its customers. The Company specializes in dry freight, refrigerated freight and haz-waste truckload services, operating primarily in well-established traffic lanes in the upper mid-West, Texas, California and the Atlantic seaboard. IFCR was formed for the purpose of acquiring and consolidating operating motor freight companies. Integrated Freight reported a net loss of $1.43 million on $20.2 million of revenue for the year ended March 31, 2014, compared with net income of $4.81 million on $20.1 million of revenue for the year ended March 31, 2013. DKM Certified Public Accountants, in Clearwater, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended March 31, 2014, citing that the Company has significant net losses and cash flow deficiencies. Those conditions raise substantial doubt about the Company's ability to continue as a going concern. IPALCO ENTERPRISES: Fitch Assigns 'BB+' IDR, Outlook Stable ----------------------------------------------------------- Fitch Ratings has assigned a 'BB+' rating to IPALCO Enterprises, Inc.'s Issuer Default Rating 'BB+'; Outlook Stable) issuance of senior secured debt. These notes rank pari passu with IPALCO's other senior secured debt, including any future senior debt issuances. The company intends to use the net proceeds from this offering to refinance its 2016 senior debt maturities. IPALCO's ratings reflect quality of cash flow from its regulated operating company-Indianapolis Power & Light Company (IPL), and a highly leveraged capital structure. IPALCO's cash flows are currently limited to dividends received from IPL and are subordinated to IPL's debt service and capital requirements. Legal ownership structure and lack of explicit ring fencing between IPL and IPALCO are key elements for linking IPL's IDR to the IDR of IPALCO. KEY RATING DRIVERS Elevated Capex at IPL: Current capex cycle (through 2017) at IPL is expected to be high, in Fitch's opinion. IPL's current capex plans include retrofitting most of its economical coal-fired electricity generation units with the new emission control equipment, refueling of certain coal fired units to gas, and building a new natural gas fired power plant as a replacement for its retiring generating capacity. Fitch expects concurrent recovery of environmental capex under the 'environmental compliance cost recovery adjustment' (ECCRA) clause of the Indiana utility regulations. As of now, IPL has retired about 170MW of its existing generation capacity and plans to retire additional 470MW of its generating capacity by 2016. A new combined cycle gas turbine plant (CCGT) and conversion of 200MW of IPL's coal-fired units to natural gas will replace the retired capacity for which the IURC has already issued the certificate of public convenience and necessity (CPCN). Fitch anticipates erosion in IPL's cash flow measures until its recently filed general rate case (GRC) application is approved by the Indiana Regulators. Equity infusion by IPALCO's shareholders will alleviate the rating concerns arising from the elevated capex cycle, in Fitch's opinion. Consolidated Credit-Profile: IPALCO's IDR reflects a highly leveraged capital structure with consolidated debt reaching 92% of the total capital at the end of 2014 under the pooling of interest accounting convention. Fitch views consolidated leverage as a key rating driver, along with IPALCO's reliance on IPL to support debt-service and the subordination of IPALCO's debt to that of IPL's debt. Stability of upstream cash flow from IPL and currently a constructive regulatory environment in Indiana partially alleviate the credit concerns arising from exceptionally leveraged capital structure. Credit Metrics Volatility Expected: The assigned rating takes into account the expected decline in the credit metrics through 2017 and recovery thereof to reasonable levels by 2018. IPALCO's consolidated adjusted debt to EBITDAR and funds from operations (FFO) fixed charge ratios at the end of latest 12 months (LTM) March 2015 were 5.1x and 3.6x respectively. These ratios are expected to decline over IPL's current capex cycle ending in 2017. Fitch projects IPALCO's consolidated credit metrics to remain constrained until the Indiana regulators approve increase in IPL's retail tariffs, especially to recover its investment in the new generating capacity. Fitch expects IPALCO's consolidated adjusted debt to EBITDAR ratio to be below 5.0x at the end of 2018 and FFO based interest coverage (FFO-to-interest) is expected to be slightly over 3.0x at the end of the same period, in line with Fitch's expectations for the assigned IDR. Environmental Policy Challenges for Coal-fired Generation: The management expects that about 44% of IPL's long-term power generation capacity will be coal based. The remainder will include renewable resources and natural gas fired plants. Even with the installation of new emission controls, the long-term policy challenges to coal-fired generation remains a threat to the long-term viability of these assets. Fitch relies on ECCRA and the Indiana Senate bills 29 and 251 for the timely recovery of these investments in assigning the IDR. The Senate bills allow the recovery of federally mandated environmental compliance costs and the installation of clean coal technologies reducing airborne emissions associated with the use of coal. Stable Regulatory Environment: IPL benefits from the stable regulatory environment in Indiana. IPL has minimal commodity price exposure due to a regulatory pass-through mechanism that allows the utility to recover fuel and purchased power costs on a timely basis. Legislative measures exist for IPL to recover environmental compliance related investments in a timely manner. The customer base is stable. KEY ASSUMPTIONS Fitch's key assumptions within the rating case for IPALCO: -- A flat electricity volume growth at IPL over the forecast period (2015-2018). -- Fitch has assumed that IPL will give up majority of its margins from wholesale electricity once its next GRC application is approved. Currently, there are no limits on IPL to share its off-system sales. -- For wholesale electricity revenues and margins, Fitch used WoodMac's projected power prices for the forecast period. -- Fitch's rating case assumptions include regulatory approval of IPL's GRC application and new rates will become effective beginning Jan. 1, 2016. -- Fitch used management's forecast for equity infusions in IPALCO to partially fund IPL's capex program over the forecast period. -- Fitch used management's capex forecast. RATING SENSITIVITIES Positive Rating Action: A positive rating action is unlikely over the rating horizon (2015-2018) given the elevated capex at IPL that will be partially debt financed. External financing of increasingly stringent environmental regulation based investment at IPL will constrain the credit protection measures over the rating horizon. Negative Rating Action: Fitch will downgrade the IDR of both companies, if IPL's credit metrics on a sustainable basis, fail to be within the Fitch guidelines for a 'BBB' rated entity. A restrictive regulatory outcome in the upcoming GRC proceedings, if adverse for the credit protection measures on a sustainable basis, will also result in a negative rating action. Fitch will also consider a negative rating action on IPALCO due to certain adverse regulatory developments, such as: changes that reduce the likelihood of timely recovery of the operating costs (fuel, purchased power, or environmental costs) or imputes less than a full income tax rate in the rates for IPL adversely affecting the credit protection measures at IPALCO. In addition, an absolute material increase in debt at IPALCO will also result in a negative rating action at IPALCO. JAZZ ACQUISITION: Moody's Affirms B3 CFR & Alters Outlook to Neg ---------------------------------------------------------------- Moody's Investors Service has affirmed the debt ratings of Jazz Acquisition, Inc ("Wencor"), including the B3 corporate family, the B2 senior secured ratings, and the Caa2 second lien term loan rating, but changed the rating outlook to negative from stable. Issuer: Jazz Acquisition, Inc. Outlook changed: Rating Outlook, to Negative from Stable Ratings affirmed: Corporate Family Rating, B3 Probability of Default, B3-PD $65 million first lien revolving credit facility due 2019, B2 (LGD3) $330 million first lien term loan due 2021, B2 (LGD3) $155 million second lien term loan due 2022, Caa2 (LGD5) RATINGS RATIONALE The negative outlook reflects Moody's concerns about operating performance that continues to trail expectations and a highly strained balance sheet which is deleveraging at a much slower rate than was initially contemplated. The B3 corporate family rating (CFR) reflects Wencor's small revenue base, an aggressive financial policy and a highly leveraged balance sheet. Integration risk relating to the company's on-going acquisition strategy, much of which is debt-financed, adds an additional element of risk to the rating. "We estimate Moody's adjusted Debt-to-EBITDA of about 8.0x as of May 2015, a leverage level that constrains financial flexibility and leaves little room for error in execution. Tempering considerations include favorable fundamentals in aerospace aftermarkets with opportunities for further penetration of Wencor's parts manufacturer approval (PMA) and repair segments. The recurring and non-discretionary nature of demand for many of Wencor's products also adds support to the rating," said Moody's. Moody's expects Wencor to maintain an adequate liquidity profile over the next 12 to 18 months. Cash on hand balances will remain at relatively low levels ($8 million cash as of 05/31/15) while free cash flow generation should be modestly positive with FCF-to-Debt remaining in the low-single digits. Liquidity is also supported by a $65 million revolving credit facility that matures in 2019. The company actively utilizes the facility and drew down about $23 million to partially fund the PHS/MWA acquisition of April 2015. The revolver contains a net first lien leverage ratio of 7.75x that comes into effect if usage under the facility exceeds 30% ($20 million). Moody's expects Wencor to maintain considerable cushions with respect to its covenant over the next few quarters. Other alternative sources of liquidity are limited given the predominately all-asset pledge to the company's various creditors. The ratings could be downgraded if leverage is sustained above 8.0x, if operating performance continues to remain weak such that EBITDA margins are approaching the mid-teens. Continued reliance on the revolving credit facility or a further weakening of the liquidity profile would also pressure the rating downward. The ratings are unlikely to be upgraded at this time given the company's underperformance to expectations and the highly elevated leverage levels. Any upward rating actions would be driven by Debt-to-EBITDA sustained below 6.0x, FCF-to-Debt remaining in the mid-single digits and strong operating performance across the company's three business lines. The principal methodology used in these ratings was Global Aerospace and Defense Industry published in April 2014. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Jazz Acquisition, Inc. ("Wencor") designs, repairs and distributes highly-engineered aftermarket components primarily for commercial airline and maintenance, repair and overhaul (MRO) customers. Headquartered in Springville, Utah and majority owned by private equity firm Warburg Pincus, the company generated approximately $400 million of pro forma revenues for the twelve months ended May 2015. KAMMAN'S FARMS: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Kamman's Farms, Inc. 4683 S State Rt 135 Vallonia, IN 47281 Case No.: 15-91109 Chapter 11 Petition Date: June 17, 2015 Court: United States Bankruptcy Court Southern District of Indiana (New Albany) Judge: Hon. Basil H. Lorch III Debtor's Counsel: Neil C. Bordy, Esq. SEILLER WATERMAN LLC 462 S 4th Street Ste 2200 Louisville, KY 40202-3459 Tel: 502-584-7400 Email: bordy@derbycitylaw.com - and - Charity B Neukomm, Esq. SEILLER WATERMAN LLC Meidinger Tower, 22nd Floor 462 South Fourth Street Louisville, KY 40202 Tel: 502-584-7400 Fax: 502-583-2100 Email: neukomm@derbycitylaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Mark Kamman, president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/insb15-91109.pdf MA LERIN HILLS: Has Interim OK to Use $500,000 in DIP Loan ---------------------------------------------------------- Judge Craig A. Gargotta of the U.S. Bankruptcy Court for the Western District of Texas, San Antonio Division, gave MA Lerin Hills Holder, LP, et al., interim authority to obtain senior secured superpriority term loan in the amount of $500,000 from Putnam Bridge Funding III, LLC. As previously reported by The Troubled Company Reporter, the salient terms of the DIP financing are: -- Security: The Debtors will grant Putnam a valid and perfected security interest assets of the Debtors, and the DIP obligations will constitute allowed administrative claims equal in priority to a claim under Section 364(c)(1) of the Bankruptcy Code. -- Interest rate: The interest rate will be 13% per annum. -- Sec. 506(c) Waiver: The Debtors will waive any and all rights to surcharge the collateral. -- Carve-Out: The liens and superpriority claims granted to the DIP Lender will be subject to a carve-out of the allowed fees and expenses of professionals, provided that allowed administrative expenses will not exceed $1 million. The Debtors are also given interim authority to use cash collateral securing their prepetition indebtedness. As of the Petition Date, the Debtors were indebted to Putnam Bridge, as Prepetition Lender, in an amount equal to $41,288,034. The Final Hearing is scheduled for July 10, 2015, at 10:00 a.m. About Lerin Hills MA Lerin Hills Holder, LP, LH Devco, Inc., and Lerin Hills Utility Inc., own 867 acres of real property known as the Lerin Hills residential real estate development located in Boerne, Texas. The Lerin Hills project currently produces no cash flow, has run out of cash and remains materially unfinished. In December 2014, the companies defaulted on debt to Putnam Funding III, LLC, which claims to be owed not less than $41.3 million as of the Petition Date. On April 7, 2015, at the behest of Putnam, the 216th Judicial District Court in Kendall County, Texas, appointed Andrew S. Cohen as receiver for the assets. On June 8, 2015, the Receiver filed Chapter 11 bankruptcy petitions for MA Lerin Hills and its two affiliates (Bankr. W.D. Tex. Case Nos. 15-51424 to 15-51426) in San Antonio, Texas. The Receiver immediately filed a Joint Chapter 11 Plan of Liquidating Plan for the Debtors. The Plan is being sponsored by Putnam. The Debtors tapped Cox Smith Matthews Incorporated as attorneys. Putnam tapped Akin Gump Strauss Hauer & Feld LLP as counsel. MERRIMACK PHARMACEUTICALS: Gordon Fehr Quits as Director -------------------------------------------------------- Gordon J. Fehr provided notice of his resignation from the Board of Directors of Merrimack Pharmaceuticals, Inc., effective as of June 15, 2015, according to a Form 8-K report filed by the Company with the Securities and Exchange Commission. On June 15, 2015, the Board elected John M. Dineen as a director of the Company to fill the vacancy created by the resignation of Mr. Fehr. Mr. Dineen was also elected to serve on the Organization and Compensation Committee of the Board and will serve as the Chair of that committee. About Merrimack Cambridge, Mass.-based Merrimack Pharmaceuticals, Inc., a biopharmaceutical company discovering, developing and preparing to commercialize innovative medicines consisting of novel therapeutics paired with companion diagnostics. The Company's initial focus is in the field of oncology. The Company has five programs in clinical development. In it most advanced program, the Company is conducting a pivotal Phase 3 clinical trial. Merrimack reported a net loss of $83.6 million on $103 million of collaboration revenues for the year ended Dec. 31, 2014, compared with a net loss of $131 million on $47.8 million of collaboration revenues during the prior year. As of March 31, 2015, Merrimack had $127 million in total assets, $256 million in total liabilities, $396,000 in noncontrolling interest, and a $129 million total stockholders' deficit. METALICO INC: To Sell Business to Total Merchant for $87 Million ---------------------------------------------------------------- The Board of Directors of Metalico, Inc. has agreed to sell the Company to Total Merchant Limited for a total purchase price of approximately $87 million. The all-cash deal will include a payment to Metalico's stockholders of $0.60 for each share of Metalico common stock owned by them as of the date of closing. The price includes roughly $44 million for Metalico's outstanding equity plus the cost of retiring the Company's primary term and institutional senior and convertible debt, estimated at approximately $45 million and the assumption of approximately $16 million of additional debt as of June 15, 2015. Total Merchant is an investment vehicle formed to seek appropriate opportunities in the United States metals and commodities market. Total Merchant is controlled by Mr. Chung Sheng Huang, the Chairman of the Board and managing director of Ye Chiu Group, one of the leading recyclers and producers of aluminum and aluminum alloys in the world and a prominent Asian scrap metal recycler with operating facilities in China and Malaysia. Under the terms of the governing Merger Agreement, a subsidiary of Total Merchant will merge with and into Metalico, making Metalico a wholly owned subsidiary of Total Merchant. The merger is subject to certain closing conditions, including approval of the Merger Agreement by holders of a majority of Metalico's outstanding common stock and other customary conditions. However, no regulatory approval is required. The transaction is expected to close in the third quarter of 2015, but the dates for Metalico's stockholder meeting to vote on the Merger Agreement and for closing the merger have not yet been determined, although the Merger Agreement has a termination date of Sept. 21, 2015, and the Company has agreed with its senior lenders that the Merger should be completed by Aug. 31, 2015. Under the terms of the Merger Agreement, Metalico has agreed not to solicit alternative proposals for an acquisition of the Company. However, Metalico is able to consider unsolicited proposals pursuant to the exercise of its Board of Directors' fiduciary duties with Total Merchant having customary rights to match any proposal. Metalico would be required to pay Total Merchant a termination fee equal to $2,245,930 (corresponding to 3.6% of the value of the fully diluted equity) if Metalico terminates the Merger Agreement to accept a superior proposal. In addition, Total Merchant has agreed to a penalty of $3,119,347 (corresponding to 5.0% of the fully diluted equity) if it fails to close the transaction assuming all closing conditions have been satisfied. Total Merchant has agreed to escrow this amount. Total Merchant has also indicated it intends to retain Metalico's management and all other personnel. Metalico's Board has been investigating and evaluating strategic alternatives for the Company's future since early January. The Directors selected Total Merchant's offer after a review of several strategies, including continued independence as a public corporation, combinations or joint ventures with suitable partners or investors, sales of assets, and a sale of the Company, and analyses of several bids, including both solicited and unsolicited proposals from competitors, industrial concerns and strategic investors. Metalico is being advised on the transaction by its investment bank, Gordian Group LLC, and by in-house counsel and Lowenstein Sandler LLP. Total Merchant is being advised by its counsel K&L Gates LLP and by RPA Advisors. Metalico also entered into an amendment to its Rights Agreement to permit the execution of the Merger Agreement and certain other matters without triggering any rights under the Rights Agreement. A copy of the Agreement and Plan of Merger is available at: http://is.gd/LKFRZh About Metalico Metalico, Inc., is a holding company with operations in two principal business segments: ferrous and non-ferrous scrap metal recycling, and fabrication of lead-based products. The Company operates recycling facilities in New York, Pennsylvania, Ohio, West Virginia, New Jersey, Texas, and Mississippi and lead fabricating plants in Alabama, Illinois, and California. Metalico's common stock is traded on the NYSE MKT under the symbol MEA. Metalico reported a net loss attributable to the Company of $44.4 million on $476 million of revenue for the year ended Dec. 31, 2014, compared with a net loss attributable to the Company of $34.8 million on $457 million of revenue for the year ended Dec. 31, 2013. As of March 31, 2015, the Company had $191 million in total assets, $83.1 million in total liabilities and $108 million in total stockholders' equity. CohnReznick LLP, in Roseland, New Jersey, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that the Company anticipates that it will not meet the maximum Leverage Ratio covenant as prescribed by the Financing Agreement for the quarter ended March 31, 2015, and there can be no assurance that the Company can resolve any noncompliance with their lenders. As a result, the Company's debt could be declared immediately due and payable which would result in the Company having insufficient liquidity to pay its debt obligations and operate its business. These conditions raise substantial doubt about the Company's ability to continue as a going concern. MONTREAL MAINE: Trustee Taps Prime Clerk as Solicitation Agent -------------------------------------------------------------- Robert J. Keach, the Chapter 11 trustee for Montreal Maine & Atlantic Railway, Ltd., asks Bankruptcy Court District of Maine for permission to employ Prime Clerk, LLC as noticing and solicitation agent nunc pro tunc to May 5, 2015. Prime Clerk will, among other things, perform necessary translation services well as produce and distribute solicitation packages; assist with tabulation of votes, and effect services of various notices during the Chapter 11 case. To the best of the trustee's knowledge, Prime Clerk is a "disinterested person" as that term is defined in Section 327(a) of the Bankruptcy Code. About Montreal Maine Montreal, Maine & Atlantic Railway Ltd., operated the train that derailed and exploded in July 2013, killing 47 people and destroying part of Lac-Megantic, Quebec. The Company sought bankruptcy protection (Bankr. D. Maine Case No. 13-10670) on Aug. 7, 2013, with the aim of selling its business. Its Canadian counterpart, Montreal, Maine & Atlantic Canada Co., meanwhile, filed for protection from creditors in Superior Court of Quebec in Montreal. Robert J. Keach, Esq., at Bernstein, Shur, Sawyer, and Nelson, P.A., serves as Chapter 11 trustee. Michael A. Fagone, Esq., and D. Sam Anderson, Esq. serves as his counsel. Development Specialists, Inc., serves as his financial advisor; and Gordian Group, LLC, serves as the trustee's investment banker. Bankruptcy Judge Louis H. Kornreich presides over the U.S. case. The law firm of Verrill Dana represents the Debtor in its restructuring effort. Justice Martin Castonguay oversees the case in Canada. Andrew Adessky at Richter Consulting was named CCAA monitor. The CCAA Monitor is represented by Sylvain Vauclair at Woods LLP. MM&A Canada is represented by Patrice Benoit, Esq., at Gowling LaFleur Henderson LLP. The U.S. Trustee appointed a four-member official committee of derailment victims. The Official Committee is represented by Richard P. Olson, Esq., at Perkins Olson; and Luc A. Despins, Esq., at Paul Hastings LLP. The unofficial committee of wrongful death claimants is represented by George W. Kurr, Jr., Esq., at Gross, Minsky & Mogul, P.A.; Daniel C. Cohn, Esq., at Murtha Cullina LLP; Peter J. Flowers, Esq., at Meyers & Flowers, LLC; Jason C. Webster, Esq., at The Webster Law Firm; and Mitchell A. Toups, Esq., at Weller, Green Toups & Terrell LLP. On Jan. 29, 2014, an ad hoc group of wrongful-death claimants submitted a plan, which would give 75% of the $25 million in available insurance to the families of those who died after an unattended train derailed in Lac-Megantic, Quebec, in July. * * * As reported by the Troubled Company Reporter, Robert J. Keach, the Chapter 11 trustee, will ask the Maine Bankruptcy Court at a hearing on June 23, 2015, at 10:30 a.m., to approve the disclosure statement explaining his proposed Plan of Liquidation that proposes to distribute C$275 million (US$220 million) to creditors, including families of the 48 people who died during the 2013 trail derailment accident. The hearing on the Disclosure Statement was originally set for May 19 but has been reset several times. The Trustee also has proposed this timeline in connection with the solicitation of votes and confirmation of the Plan: Event Time or Deadline ----- ---------------- Disclosure Statement Hearing June 23, 2015 Voting Record Date June 23, 2015 Solicitation Date July 7, 2015 Rule 3018 Motion Filing Deadline July 31, 2015 Voting Deadline Aug. 10, 2015 Confirmation Objection Deadline Aug. 10, 2015 Voting Certification Deadline Aug. 13, 2015 Confirmation Reply Deadline Aug. 14, 2015 Confirmation Hearing Aug. 20, 2015 The Trustee filed the Plan on March 31, 2015. The Plan proposes a liquidation of the Debtor's assets and the creation, implementation and distribution of a substantial settlement fund (known as the indemnity fund under the CCAA Plan) for the benefit of all victims of the train derailment in 2013 that killed 47 people. The Plan is funded in part by contributions and settlement agreements with various parties with potential liability arising out of the derailment, and including, without limitation, such parties' insurance companies. In exchange for their contributions, claims against such parties will be released, and future claims enjoined. In May 2014, Mr. Keach oversaw the sale of the Debtor's operating railroad assets for $15.85 million to a unit of New York-based Fortress Investment Group. Both the U.S. and Canadian bankruptcy judges approved the deal. According to Bloomberg News, Mr. Keach said the sale proceeds, valued by the trustee at only about $15.9 million, would go entirely to secured creditors, after money that went into escrow and fees are carved out to pay professionals. MORNINGSTAR MARKETPLACE: Rock Commercial Okayed as Estate Broker ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Pennsylvania approved Morningstar Marketplace, Ltd.'s bid to employ Rock Commercial Real Estate, as the debtor's real estate broker with respect to the sale of its real property located at 5309 Lincoln Highway W., Thomasville, Pennsylvania, and the related business. The broker has agreed to charge a commission of 5% of the sale price with a minimum fee of not less than $125,000. The listing contract and the agency will expire one year from the date of the contract. The Court also ordered that approval of any sale of the assets will be subject to further Order, the consent of PNC Bank, N.A., and Manufacturers and Traders Trust Company. To the best of Debtor's knowledge, the broker does not have any connection with the creditors of the case, and does not have any financial interest in the Debtor or any insiders connected with the Debtor. About Morningstar Marketplace Morningstar Marketplace, LTD, operator of a flea market business in St. Thomas, Pennsylvania, filed a Chapter 11 bankruptcy petition (Bankr. M.D. Pa. Case No. 14-00451) in Harrisburg on Feb. 3, 2014. Judge Mary D France presides over the case. Attorneys at Smigel, Anderson & Sacks, LLP serve as counsel to the Debtor. The Debtor estimated $100 million to $500 million in assets and liabilities. NAARTJIE CUSTOM: US Trustee Balks at Bid to Dismiss Ch.11 Case -------------------------------------------------------------- Patrick S. Layng, the U.S. Trustee for Region 19, objected to the joint motion of Naartjie Custom Kids, Inc., and the Official Committee of Unsecured Creditors for the entry of an order dismissing the Debtor's Chapter 11 case. According to the U.S. Trustee, after nine months in chapter 11, and after the liquidation of all of its assets, the Debtor has proposed a "structured dismissal" of the case instead of proposing a simple liquidating plan of reorganization. The U.S. Trustee said the U.S. Bankruptcy Court for the District of Utah must deny the motion to dismiss because, among other things: 1. the Bankruptcy Code does not provide any statutory authority for such dismissals; and 2. the proposed structured dismissal of the case does not provide creditors with the rights and notice provided and required under Section 1129 of the Bankruptcy Code. As reported in the Troubled Company Reporter on May 18, 2015, the Debtor and the Committee, in their motion, noted that confirmation of a plan and conversion of the Chapter 11 case will only require additional expenses. The Debtor's counsel, Jeffrey M. Armington, Esq., at Dorsey & Whitney LLP, in Salt Lake City, Utah, related that (a) the Debtor has completed its claims reconciliation process, (b) the Debtor has completed the sale of its interests in its wholly owned South African subsidiary ZA One Proprietary Limited and the Debtor's intellectual property to Truworths Limited, and all of the proceeds of the sales due to the Debtor have been transferred to the Debtor's estate, (c) the Debtor has complied with all of the terms and conditions of the Settlement Term Sheet and the settlement order, (d) the Debtor has given at least 14 days' notice to all parties listed on the creditor matrix in the Chapter 11 case of its estimated distribution of funds pursuant to the settlement term sheet, and that objections to the estimated distribution of funds, if any, have been withdrawn, waived, settled or overruled, (e) all U.S. Trustee fees attributable to the Debtor have been paid in full, and (f) the Court has entered orders with respect to final fee applications. Mr. Armington further related that the Debtor and the Creditors' Committee have conferred with Target Ease International and the Secured Noteholders, who are members of the Settlement Parties, and both parties supported the motion. Mr. Armington asserted that the Debtor has sold substantially all of its assets and the remaining funds can most efficiently be distributed through a dismissal as opposed to a plan, which would only serve to substantially increase the administrative expenses and threaten and delay recoveries to creditors. With few remaining assets to administer, conversion to Chapter 7 would impose additional administrative costs with no corresponding benefit to the Debtor's creditors, Mr. Armington further asserts. Trustee Layng is represented by: John T. Morgan, Esq. Peter J. Kuhn, Esq. J. Vincent Cameron, Esq. United States Department Of Justice Office of the U.S. Trustee 405 South Main Street, Suite 300 Ken Garff Building Salt Lake City, UT 84111 Tel: (801) 524-5734 Fax: (801) 524-5628 E-mails: John.T.Morgan@usdoj.gov Peter.J.Kuhn@usdoj.gov About Naartjie Custom Kids Naartjie Custom Kids, Inc., which designs, manufactures and sells children's clothing, accessories and footwear for ages newborn through 10 years old, sought protection under Chapter 11 of the Bankruptcy Code on Sept. 12, 2014 (Bankr. D. Utah Case No. 14- 29666). The case is assigned to Judge William T. Thurman. The Debtor's counsel is Annette W. Jarvis, Esq., Jeffrey M. Armington, Esq., Benjamin J. Kotter, Esq., and Michael F. Thomson, Esq., at Dorsey & Whitney LLP, in Salt Lake City, Utah. The Official Committee of Unsecured Creditors is represented by Pachulski Stang Ziehl & Jones LLP as its counsel. Ray Quinney & Nebeker P.C. serves as local counsel. FTI Consulting, Inc. serves as its financial advisor. NET ELEMENT: Stockholders Elect Four Directors ---------------------------------------------- Net Element, Inc. held its 2015 annual meeting on June 12, 2015, at which the stockholders: (a) elected Oleg Firer, William Healy, Kenges Rakishev, Drew Freeman, David P. Kelley II and James Caan as directors; (b) approved an amendment to the Company's Amended and Restated Certificate of Incorporation to increase authorized common stock to 300 million shares; (c) approved the issuance by the Company, for purposes of the NASDAQ Listing Rules 5635(a) and (b), of Common Stock of the Company issued and issuable pursuant to the terms of the Certificate of Designations of the 5,500 shares of Series A Convertible Preferred Stock, par value $0.01 upon conversion, amortization, payment of dividends, as part of the make-whole amount or otherwise of, or with respect to, such Series A Convertible Preferred Stock, in each case, without giving effect to the limitations and restrictions set forth in such NASDAQ Listing Rules 5635(a) and (b); and (d) approved the issuance by the Company for purposes of the NASDAQ Listing Rule 5635(d), of Common Stock of the Company issued and issuable (x) pursuant to the terms of the Senior Convertible Notes of the Company upon conversion, amortization, payment of interest, and as part of the make- whole amount, or otherwise of, or with respect to, such Senior Convertible Notes and (y) upon exercise of the accompanying Warrants, in each case, without giving effect to the limitations and restrictions set forth in such NASDAQ Listing Rules 5635(a) and (b). On June 15, 2015, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to its Amended and Restated Certificate of Incorporation, which increased authorized common stock of Net Element, Inc. to 300 million shares. On June 15, 2015, Net Element amended its Bylaws by adding new provisions to Article 6. The Amendment provides that, to the fullest extent permitted by law, (a) in the event that (i) any stockholder initiates or asserts any claim or counterclaim or joins, offers substantial assistance to, or has a direct financial interest in any claim or counterclaim against the Company and/or any director, officer, employee or affiliate of the Company and (ii) such stockholder does not obtain a judgment on the merits that substantially achieves, in substance and amount, the full remedy sought, then that stockholder will be obligated jointly and severally to reimburse the Company Parties the greatest amount permitted by law of all fees, costs and expenses (including all reasonable attorney's fees and other litigation expenses) incurred by the Company Parties in connection with such claim; and (b) in the event that any stockholder initiates or asserts any claim or counterclaim or joins, offers substantial assistance to, or has a direct financial interest in any claim or counterclaim against the Company Parties, then, regardless whether such stockholder is successful on its claim in whole or in part, (i) such stockholder will bear its own litigation costs, and (ii) such stockholder his, her or its attorneys will not be entitled to recover any litigation costs or, in a derivative or class action, to receive any fees or expenses as the result of the creation of any common fund, or from a corporate benefit purportedly conferred upon the Company. About Net Element Miami, Fla.-based Net Element International, Inc., formerly Net Element, Inc., currently operates several online media Web sites in the film, auto racing and emerging music talent markets. Net Element reported a net loss of $10.18 million on $21.2 million of net revenues for the 12 months ended Dec. 31, 2014, compared to a net loss of $48.3 million on $18.7 million of net revenues for the 12 months ended Dec. 31, 2013. As of March 31, 2015, the Company had $14.02 million in total assets, $10.3 million in total liabilities and $3.73 million in total stockholders' equity. BDO USA, LLP, in Miami, Florida, issued a "going concern" qualification in its report on the consolidated financial statements for the year ended Dec. 31, 2014. The accounting firm said that the Company has suffered recurring losses from operations and has used substantial amounts of cash to fund its operating activities that raise substantial doubt about its ability to continue as a going concern. NEUSTAR INC: Moody's Affirms Ba3 CFR & Revises Outlook to Stable ---------------------------------------------------------------- Moody's Investors Service has affirmed the Ba3 corporate family rating of Neustar, Inc. and changed the outlook to stable from negative due to Moody's expectation that Neustar will maintain its historically conservative financial policy throughout the transition of the NPAC contract. Moody's expects Neustar to generate substantial free cash flow over the next 18 months and that the company will prudently manage its capital allocation going forward such that leverage remains moderate. Moody's anticipates M&A and debt reduction to be the primary uses of cash over the next 2 to 3 years. As part of the rating action, Moody's has also affirmed Neustar's Ba3-PD probability of default rating, the Ba2 ratings of the senior secured credit facilities, and the B2 rating of the unsecured notes. Moody's has also affirmed the company's SGL-1 Speculative Grade Liquidity rating. Issuer: Neustar, Inc Affirmations: -- Corporate Family Rating (Local Currency), Affirmed Ba3 -- Probability of Default Rating, Affirmed Ba3-PD -- Speculative Grade Liquidity Rating, Affirmed SGL-1 -- Senior Secured Bank Credit Facility (Local Currency), Affirmed Ba2, to LGD2 from LGD3 -- Senior Unsecured Regular Bond/Debenture (Local Currency) Jan 15, 2023, Affirmed B2, LGD5 Outlook Actions: -- Outlook, Changed To Stable From Negative RATING RATIONALE Neustar's Ba3 corporate family rating reflects its strong cash flows, which are due to its healthy margins and low capital intensity and the company's favorable market position within the information services and security segment. Over the past several years, Neustar has invested to diversify its revenue base with organic growth and M&A that leveraged its expertise in managing real-time information systems. As a result, the non-NPAC business has reached a scale that will allow the company to maintain its credit profile even after the loss of the NPAC business. Capital allocation remains the key determinant to the company's ultimate credit profile, but Moody's believes that Neustar will remain conservative going forward. Moody's expects the company to target a moderate degree of leverage and use its large cash resources to reinvest into the business while limiting shareholder friendly activity. Leverage is expected to increase post-NPAC due to the loss of meaningful revenues and EBITDA. However, Moody's expects Neustar to reduce leverage through debt repayment and cash-financed acquisitions which will grow EBITDA. Free cash flow generation will remain strong and the company could continue as the NPAC administrator if the new provider struggles to implement its own platform and be fully operational by September 2016, the earliest possible end date for Neustar's transition agreement. The stable outlook reflects our belief that Neustar's financial policy will remain conservative and that share repurchase activity will not be a primary use of cash. The outlook also reflects our belief that the company's marketing and security services businesses will continue to grow and generate meaningful free cash flow. Moody's could lower the rating if adjusted leverage is sustained above 4x or if FCF/Debt falls below 10%, which may result from future debt-funded acquisitions or additional share buyback programs. The ratings could be upgraded if leverage trended towards 2x and FCF/Debt was around 20%. However, an upgrade would likely require significantly larger scale than Moody's current forecast implies. Based in Sterling, VA, Neustar, Inc is the leading provider of information and data services catering to carriers and enterprises. For last twelve month ending in March 31, 2015, Neustar generated approximately $985 million in revenue. The principal methodology used in this rating was Business & 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. NEVADA HOUSING: S&P Lowers LongTerm Rating to 'B+', Outlook Stable ------------------------------------------------------------------ Standard & Poor's Ratings Services lowered its long-term rating to 'B+' from 'BB-' on Nevada Housing Division's series 2002A multifamily housing revenue bonds (Whittell Pointe Apartments). The outlook is stable. "The lowered rating is due to our view of the project's inability to meet all costs from transaction cash flows at the 'BB-' level," said Standard & Poor's credit analyst Jose Cruz. The rating reflects S&P's view of these: -- Insufficient revenues from mortgage debt service payments and investment earnings to pay full and timely debt service on the bonds until the mandatory tender on April 1, 2024; -- A projected decline in asset-to-liability parity to below 1x from April 1, 2020, onward; and -- The insufficiency of funds to cover reinvestment risk in the event of prepayment, based on the 15-day minimum notice period. NEXT 1 INTERACTIVE: Posts $50,000 Net Loss in Fiscal 2015 --------------------------------------------------------- Next 1 Interactive, Inc. filed with the Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $50,486 on $1.1 million of total revenues for the year ended Feb. 28, 2015, compared to a net loss of $18.3 million on $1.5 million of total revenues for the year ended Feb. 28, 2014. The decrease in net loss in 2015 from the loss in 2014 was primarily due to a decrease in loss on debt modification of $4,808,145, a decrease in loss on settlement of debt of $3,368,010 and increase in the gain on change in fair value of derivatives of $2,029,813 and an increase in gain on deconsolidation of subsidiary of $6,255,188. As of Feb. 28, 2015, the Company had $7.1 million in total assets, $13.1 million in total liabilities and a $6 million total stockholders' deficit. D'Arelli Pruzansky, P.A., in Boca Raton, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended Feb. 28, 2015, citing that the Company has incurred an operating loss of $5,437,235 and net cash used in operations of $2,624,822 for the year ended Feb. 28, 2015, and the Company had an accumulated deficit of $86,078,617 and a working capital deficit of $12,811,302 at February 28, 2015. These conditions raise substantial doubt about the Company's ability to continue as a going concern. "If we continue to experience liquidity issues and are unable to generate revenue, we may be unable to repay our outstanding debt when due and may be forced to seek protection under the federal bankruptcy laws," the Company said in the report. "We have experienced liquidity issues since our inception due to, among other reasons, our limited ability to raise adequate capital on acceptable terms. We have historically relied upon the issuance of promissory notes that are convertible into shares of our common stock to fund our operations and currently anticipate that we will need to continue to issue promissory notes, or equity, to fund our operations and repay our outstanding debt for the foreseeable future. At February 28, 2015, we had $9.3 million of current debt outstanding. If we are unable to achieve operational profitability or not successful in issuing additional promissory notes or securing other forms of financing, we will have to evaluate alternative actions to reduce our operating expenses and conserve cash." A full-text copy of the Form 10-K is available for free at: http://is.gd/c242MP About Next 1 Interactive Weston, Fla.-based Next 1 Interactive, Inc., is the parent company of RRTV Network (formerly Resort & Residence TV), Next Trip -- its travel division, and Next One Realty -- its real estate division. The Company is positioning itself to emerge as a multi revenue stream "Next Generation" media-company, representing the convergence of TV, mobile devices and the Internet by providing multiple platform dynamics for interactivity on TV, Video On Demand (VOD) and web solutions. The Company has worked with multiple distributors beta testing its platforms as part of its roll out of TV programming and VOD Networks. The list of multi- system operators the Company has worked with includes Comcast, Cox, Time Warner and Direct TV. At present the Company operates the Home Tour Network through its minority owned/joint venture real estate partner -- RealBiz Media. As of July 17, 2012, the Home Tour Network features over 4,300 home listings in four cities on the Cox Communications network. NISOURCE INC: Moody's Affirms (P) Ba1 Preferred Shelf Rating ------------------------------------------------------------ Moody's Investors Service affirmed the ratings for NiSource, Inc. and its rated subsidiaries in anticipation of the imminent completion of its corporate separation, originally announced in September 2014. The spinoff of its natural gas pipeline and midstream assets, scheduled for July 1, 2015, entails NiSource splitting into two publicly traded companies: NiSource Inc.: a holding company with a portfolio of fully regulated electric and natural gas distribution utility subsidiaries: and Columbia Pipeline Group (CPG, Baa2 senior unsecured): a pure play natural gas pipeline, midstream and storage company. The rating affirmation does not include CPG. Ratings affirmed include the Baa2 senior unsecured rating and P-2 Commercial Paper rating for NiSource Finance Corporation, the principal funding vehicle for the NiSource family; the Baa2 rating for NiSource Capital Market's Inc., the legacy funding vehicle for the NiSource family, the Baa2 senior unsecured rating for Bay State Gas Company (Bay State), which reflects the guarantee from NiSource, Inc., and the Baa1 senior unsecured rating for Northern Indiana Public Service Company (NIPSCO). The (P) Ba1 preferred shelf for NiSource Inc., the ultimate parent company, was also affirmed. The rating outlooks for all of NiSource's rated entities are stable. "NiSource's Baa2 rating reflects the low business risk and good diversity of its electric and natural gas distribution businesses" said Lesley Ritter, Analyst. "All six utility subsidiaries operate in supportive regulatory jurisdictions, where a $7.8 billion rate base will generate stable and predictable cash flows over the next few years, thereby mitigating NiSource's high leverage". RATINGS RATIONALE The Baa2 rating for NiSource primarily reflects its rate-regulated, low business risk utility assets. These businesses include six local distribution companies (representing approximately 55% of total consolidated rate base) and one combination vertically integrated electric and gas distribution utility, Northern Indiana Public Service Company (NIPSCO: Baa1 stable). The regulatory authorities that oversee these utilities are supportive to long-term credit quality because they provide an attractive suite of timely recovery mechanisms for prudently incurred costs and investments and authorized equity returns are at or above the national average. These utility operations also benefit from numerous special rate riders and trackers that shield approximately 65% of revenues from volumetric-related fluctuations. NiSource also benefits from good geographic diversity and size, with a footprint spanning seven states across the Northeast quadrant of the US, and a low business risk profile with natural gas distribution companies representing approximately 65% of consolidated operating income. Combined, the supportiveness of NiSource's regulatory jurisdictions and its good geographic diversity, are viewed as a material credit positive. The rating is constrained by NiSource's weak financial profile, primarily relating to its significant leverage. Furthermore, NiSource's extensive capital investment projects will continue to pressure its debt coverage and capitalization ratios over the coming years. As a result, Moody's expects NiSource will apply a conservative financing approach to its capital investments, including a balanced mix of debt and equity. "NiSource's high debt level appears unlikely to change for the foreseeable future, and will pressure consolidated metrics, including a ratio of cash flow to debt in the 12-13% range over the next few years. Although the financial profile reflects only a limited amount of financial flexibility, Moody's does not see the credit profile deteriorating," Ritter added. NiSource's stable outlook reflects Moody's expectation that its financial profile will decline modestly due to its corporate separation, but only temporarily. A debt to capitalization ratio of approximately 50% is expected as well as a decline in its cash flow to debt to the 12-13% range before slowly rising closer to the mid-teens range towards the end of the decade. The stable outlook reflects and anticipates the completion of the corporate separation in line with the company's outlined timeline and terms, and incorporates a view that NiSource's regulated utility capital expenditure plans will be financed in a balanced manner. The outlook also takes into account the credit supportiveness of NiSource's regulatory environments, the low business risk associated with its LDC operations, and the scale and scope of its footprint, that together mitigate metrics that are weak for the rating. NIPSCO's Baa1 rating reflects the company's healthy standalone credit metrics and favorable regulatory environment. The rating is constrained by its geographic concentration in northern Indiana and a mature and highly industrialized service area, leaving it particularly exposed to macroeconomic fluctuations. The one-notch difference in the rating of NIPSCO and NiSource takes into account the implicit burden of substantial debt at the parent level and the fairly unrestricted movement of cash among its affiliates in a centralized money pool. NIPSCO's stable outlook reflects the parent's stable outlook, the credit supportiveness of its regulatory environment, and the expectation that the company will continue to recover its large capital investment program on a timely basis. The outlook also anticipates that any funding shortfall will be prudently funded. What Could Change the Rating -- Up An upgrade at NiSource could be considered if there was further improvement in the utility's regulatory environment or if the cash flow to debt ratio rises to the high teens and interest coverage exceeds 4.0x on a sustained basis. NIPSCO's rating could be raised if there is an improvement in the regulatory environment that led to meaningfully greater predictability, timeliness and/or sufficiency of rates such that financial metrics would be expected to improve, specifically if CFO pre-WC to debt rises above 24% and interest coverage to over 5.0x on a sustained basis. An upgrade at NiSource could also place upward rating pressure on NIPSCO. What Could Change the Rating - Down The rating could be downgraded if there is a decline in credit supportiveness of NiSource's regulatory environments, an adverse change in the company's business mix such that its business risk profile deteriorates, or if debt coverage and interest coverage fall below 12% and 3.0x, on a sustained basis. NIPSCO's rating could be downgraded if it experiences a deterioration in its relationship with its primary regulators or if its CFO pre-WC to debt metrics fell to the mid-teens on a sustained basis. NIPSCO's rating could come under downward pressure if its parent adopted an aggressive corporate finance strategy where it would place additional reliance on dividends from its regulated subsidiary to service the parent debt. Finally, a downgrade at NiSource could also place downward rating pressure on NIPSCO. Any change in Bay State's rating or outlook is linked to a change in its parent rating or outlook. Outlook Actions: Issuer: Bay State Gas Company Outlook, Remains Stable Issuer: NiSource Capital Markets, Inc. Outlook, Remains Stable Issuer: NiSource Finance Corporation Outlook, Remains Stable Issuer: NiSource Inc. Outlook, Remains Stable Issuer: Northern Indiana Public Service Company Outlook, Remains Stable Affirmations: Issuer: Bay State Gas Company Senior Unsecured Medium-Term Note Program, Affirmed (P)Baa2 Senior Unsecured Regular Bond/Debenture, Affirmed Baa2 Issuer: Jasper (County of) IN - Supported by Northern Indiana Public Service Company Senior Secured Revenue Bonds, Affirmed A1/VMIG 1 Senior Unsecured Revenue Bonds, Affirmed Baa1 Issuer: NiSource Capital Markets, Inc. Backed Senior Unsecured Regular Bond/Debenture, Affirmed Baa2 Issuer: NiSource Finance Corporation Issuer Rating, Affirmed Baa2 Senior Unsecured Bank Credit Facility, Affirmed Baa2 Backed Senior Unsecured Commercial Paper, Affirmed P-2 Backed Senior Unsecured Regular Bond/Debenture, Affirmed Baa2 Backed Senior Unsecured Shelf, Affirmed (P)Baa2 Issuer: NiSource Inc. Preferred Shelf, Affirmed (P)Ba1 Preferred Shelf - PS2, Affirmed (P)Ba1 Issuer: Northern Indiana Public Service Company Issuer Rating, Affirmed Baa1 Senior Unsecured Medium-Term Note Program, Affirmed (P)Baa1 Senior Unsecured Regular Bond/Debenture, Affirmed Baa1 The principal methodology used in these ratings was Regulated Electric and Gas Utilities published in December 2013. O.W. BUNKER: Court Rules on Martin Energy's Motion to Strike ------------------------------------------------------------ District Judge Eldon E. Fallon issued an order pertaining to various motions filed in the case captioned MARTIN ENERGY SERVICES, LLC, v. M/V BOURBON PETREL, her engines, tackle, bunkers, Etc., in rem, and BOURBON PETREL SNC AND BOURBON OFFSHORE GREENMAR, S.A., in personam, SECTION "L" (4), CIVIL ACTION NO. 14-2986, C/W NO. 15-79, 15-81 (E.D. La.). Three separate actions were filed by Martin Energy Services, LLC ("Martin Energy"), seeking the arrest of the M/V BOURBON PETREL, M/V MISS LILLY and the M/V OMS RESOLUTION. It alleged that it has not been compensated for labor, materials, and/or services that it provided the vessels pursuant to its contract with O.W. Bunker USA Inc. ("O.W. Bunker"). The cases were subsequently consolidated on March 3, 2015. On March 5, 2015, O.W. Bunker filed a Notice of Restricted Appearance pursuant to Supplemental Rule E(8) and a Notice of Filing of Bankruptcy. Martin Energy filed a Motion to Strike the "Restricted Appearance" of O.W. Bunker and all pleadings filed on its behalf, as well as a Motion to Strike Answers filed by CGG Services S.A. and/or CGG Services US ("CGG"). O.W. Bunker and CGG, along with SNC Bourbon CE Petrel, Rederiij Groen BV, Sea Support Ventures, LLC ("Vessel Owers"), filed motions to stay the proceedings, arguing that the court should enforce the automatic stay imposed by 11 U.S.C. Section 362(a) against Martin Energy. CGG and the Vessel Owners also asked the court to stay the present proceedings and incorporate O.W. Bunker's arguments. Judge Fallon held that since Supplemental Rule E(8) is a means to defend against an in rem proceeding, O.W. Bunker cannot use that procedural device to enter the lawsuit because it did not enter this suit to defend against the vessel arrests. O.W. Bunker rather constitutes another maritime lienor asserting a competing claim, and should have filed instead a Rule 24 motion to intervene. Judge Fallon, however, ruled that CGG is properly before the court pursuant to Rules E(8) and C(6), as CGG satisfied the procedural requirements of C(6) by properly filing a Statement of Interest and asserting a right of possession or ownership interest. Although the court cannot entertain O.W. Bunker's Motion to Stay, CGG's Motion to Stay is properly before the court. CGG argued that the proceeding violates the automatic stay because O.W. Bunker maintains maritime liens on the vessels, and those liens constitute property of the bankruptcy estate. The court, however, was unable to definitively ascertain whether O.W. Bunker or Martin Energy has a maritime lien against the vessels. If only Martin Energy maintains liens against the vessels, a stay would not be appropriate. Conversely, if O.W. Bunker is the sole lien holder, the court will stay the proceedings. In his May 13, 2015 order which is available at http://is.gd/Qj3qmL from Leagle.com, Judge Fallon ruled as follows: -- that Martin Energy's Motion to Strike Answer to Complaint is denied; -- that Martin Energy's Motion to Strike Notice of Appearance and to Strike O.W. Bunker's Motion to Enforce Automatic Stay is granted; -- that CGG's Motion to Stay is denied without prejudice, and the parties are invited to further brief the issue of which party holds a maritime lien. Martin Energy Services, LLC, Plaintiff, Martin Energy Services, LLC, 15-79, Consol Plaintiff, Martin Energy Services, LLC, 15-81, Consol Plaintiff, represented by Walter P. Maestri -- wmaestri@dkslaw.com -- Deutsch, Kerrigan & Stiles, LLP (New Orleans) & F. William Mahley -- bill.mahley@strasburger.com -- Strasburger & Price, LLP (Houston). Bourbon Petrel M/V, her engines, tackle, bunkers, etc. in rem, Defendant, Bourbon Petrel SNC, in personam, Defendant, Bourbon Offshore Greenmar S.A., in personam, Defendant, Sea Support Ventures, LLC, 15-79, Consol Defendant, OMS Resolution M/V, 15-81, Consol Defendant, Rederij Groen BV, 15-81, Consol Defendant, CGG Services S.A., Conolidated Interested Party, 15-79, Interested Party, CGG Services US, Inc., Consolidated Interested Party, 15-79, Interested Party, CGG Services S.A., Consolidated Interested Party, 15-81, Interested Party, CGG Services US, Inc., Consolidated Interested Party, 15-81, Interested Party, SNC Bourbon CE Petrel, Movant, CGG Services S.A., Movant, CGG Services US, Inc., Movant, represented by Thomas Pollard Diaz -- tpdiaz@liskow.com -- Liskow & Lewis (New Orleans), Brett D. Wise -- bdwise@liskow.com -- Liskow & Lewis (New Orleans) & Devin C. Reid -- dcreid@liskow.com -- Liskow & Lewis (New Orleans). O.W. Bunker USA Inc., 14-2986, Debtor-in-Possess, O.W. Bunker USA Inc., 15-79, Consolidated Debtor-in-Possession, Debtor-in-Possess, O.W. Bunker USA Inc., 15-81 Consolidated Debtor-in-Possesson, Debtor-in-Possess, represented by Aaron Benjamin Greenbaum -- aaron.greenbaum@pbgglaw.com -- Pusateri Barrios Guillot & Greenbaum, Davis Lee Wright -– dwright@mmwr.com -- Montgomery, McCracken, Walker & Rhoads, LLP, Gavin H. Guillot -- gavin.guillot@pbgglaw.com -- Pusateri Barrios Guillot & Greenbaum & Salvador Joseph Pusateri -- salvador.pusateri@pbgglaw.com -- Pusateri Barrios Guillot & Greenbaum. OW Bunker AS is a global marine fuel (bunker) company founded in Denmark. On Nov. 6, 2014, OW Bunker A/S placed OWB Trading and O.W. Bunker Supply & Trading A/S in an in-court restructuring procedure with the probate court in Aalborg, Denmark. By Nov. 7, 2014, the Danish entities (plus O.W. Bunker Supply & Trading A/S, O.W. Cargo Denmark A/S, and Dynamic Oil Trading A/S) were placed under formal Danish bankruptcy (liquidation) proceedings in the Aalborg probate court. The company declared bankruptcy following its admission that it had lost US$275 million through a combination of fraud committed by senior executives at its Singaporean unit. The Danish company placed its U.S. subsidiaries -- O.W. Bunker Holding North America Inc., O.W. Bunker North America Inc. and O.W. Bunker USA Inc. -- in Chapter 11 bankruptcy (Bankr. D. Conn. Case Nos. 14-51720 to 14-51722) in Bridgeport, Conn., on Nov. 13, 2014. The U.S. cases are assigned to Judge Alan H.W. Shiff. The U.S. Debtors have tapped Patrick M. Birney, Esq., and Michael R. Enright, Esq., at Robinson & Cole LLP, as counsel. McCracken, Walker & Rhoads LLP is serving as co-counsel. Alvarez & Marsal is the financial advisor. The Office of the United States Trustee formed an official committee of unsecured creditors of the Debtors on Nov. 26, 2014. OKLAHOMA UNITED: Court Clarifies Order Authorizing BKD Hiring ------------------------------------------------------------- Bankruptcy Judge Tom R. Cornish of the U.S. Bankruptcy Court for the Western District of Oklahoma clarified the order granting the motion to employ BKD, LLP to reflect that debtor Central Oklahoma United Methodist Retirement Facility, Inc., doing business as Epworth Villa, is authorized to employ and compensate BKD for auditing services, in the amount of $45,000, and for tax preparation services, in the amount of $7,000. As reported in the Troubled Company Reporter on May 15, 2015, the Debtor sought clarification of Jan. 23, 2015 order granting its motion to employ BKD to provide audit and tax services, and authorizing payment of fees and expenses. Pursuant to Federal Rule of Civil Procedure 60(a), the Debtor requested that the Court enter an order clarifying that its previous order authorized payment to BKD for auditing services in the amount of $45,000 and for tax preparation services in the amount of $7,000, as stated in the engagement letter, rather than $28,950 for auditing services and $5,550 for tax preparation services, as erroneously stated in the motion for employment. In its motion to employ, the Debtor sought an order approving use of property of the estate to compensate and reimburse BKD for its services, noting that those services would be provided "at flat rates, plus expenses, as set forth in the engagement letter. The Debtor then mistakenly stated, "Pursuant to the engagement letter, BKD will provide the audit services for a flat rate of $28,950 and the tax preparation services at a flat rate of $5,550." The order approving the firm's employment was reported by the TCR on Feb. 11, 2015. According to a Feb. 5, 2015 report by the TCR, Epworth Villa tapped BKD LLP as auditor to audit its balance sheets as of Dec. 31, 2014 and the related statements of operations, changes in net assets, and cash flows for the year 2014, and to prepare its 2014 Form 990, Return of Organization Exempt From Income Tax, Form 990-T, Exempt Organization Business Income Tax Return, and Form 512-E, Oklahoma Return of Organization Exempt Form Income Tax. BKD LLP is to provide the audit services for a flat rate of $28,950 and the tax preparation services at a flat rate of $5,550, to be paid in three equal installments in January 2015, March 2015, and May 2015, when BKD's services are expected to be completed. In addition, Epworth Villa will be billed travel costs and fees for services from other professionals, if any, as well as an administrative fee of 4% to cover items such as copies, postage and other delivery charges, supplies, technology-related costs such as computer processing, software licensing, research and library databases and similar expense items. Kevin D. Gore, partner of BKD LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. About Central Oklahoma United Methodist Central Oklahoma United Methodist Retirement Facility, Inc., dba Epworth Villa, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Okla. Case No. 14-12995) on July 18, 2014. The case is before Judge Sarah A. Hall. The Debtor's counsel is Brandon Craig Bickle, Esq., Sidney K. Swinson, Esq., and Mark D.G. Sanders, Esq., at Gable & Gotwals, P.C., in Tulsa, Oklahoma; and G. Blaine Schwabe, III, Esq., at Gable & Gotwals, P.C., in Oklahoma City, Oklahoma. The Debtor reported $118 million in total assets, and $108 million in total liabilities. OPTIMUMBANK HOLDINGS: Receives Delisting Notice From Nasdaq ----------------------------------------------------------- Optimumbank Holdings, Inc. disclosed with the Securities and Exchange Commission that it received a letter from Nasdaq Stock Market LLC on June 11, 2015, indicating that due to the Company's inability to comply with the audit committee requirement, NASDAQ had initiated procedures to delist the Company's securities. The Company currently plans to appeal NASDAQ's decision. Pending resolution of the Company's appeal, its common stock will continue to be traded on The Nasdaq Stock Market. On Dec. 12, 2014, Sam Borek, a member of the Company's Board of Directors and Audit Committee, passed away. Mr. Borek's death reduced the number of members of the Company's Audit Committee to two. Under Rule 4350(d)(2)(A) of the Nasdaq Stock Market, the Company is required to have an audit committee of at least three members, each of whom must be independent. On April 15, 2015, the Company received a letter from NASDAQ indicating that the Company was no longer in compliance with the Audit Committee Requirement. Pursuant to Rule 5605(c)(4), the Company was provided a cure period until June 9, 2015, to comply with the requirement. The Company is currently seeking to add two new directors. However, the addition of the new directors is subject to the approval of the Board of Governors of the Federal Reserve System, which has not yet been received. About OptimumBank Holdings OptimumBank Holdings, Inc., headquartered in Fort Lauderdale, Fla., is a one-bank holding company and owns 100 percent of OptimumBank, a state (Florida)-chartered commercial bank. The Company offers a wide array of lending and retail banking products to individuals and businesses in Broward, Miami-Dade and Palm Beach Counties through its executive offices and three branch offices in Broward County, Florida. Optimumbank reported net earnings of $1.6 million on $5.39 million of total interest income for the year ended Dec. 31, 2014, compared to a net loss of $7.07 million on $5.28 million of total interest income for the year ended Dec. 31, 2013. As of March 31, 2015, the Company had $129.11 million in total assets, $126 million in total liabilities and $3.12 million in total stockholders' equity. Hacker, Johnson & Smith PA, in Fort Lauderdale, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014. The independent auditors noted that the Company is in technical default with respect to its Junior Subordinated Debenture. The holders of the Debt Securities could demand immediate payment of the outstanding debt of $5,155,000 and accrued and unpaid interest, which raises substantial doubt about the Company's ability to continue as a going concern. Effective April 16, 2010, the Bank consented to the issuance of a consent order by the Federal Deposit Insurance Corporation and the Florida Office of Financial Regulation. PAYLESS INC: Moody's Alters Outlook to Stable & Affirms B2 CFR -------------------------------------------------------------- Moody's Investors Service changed Payless Inc.'s outlook to Stable from Negative and affirmed all other ratings including the company's B2 Corporate Family Rating ("CFR") and B2-PD Probability of Default Rating. Moody's also affirmed the B1 rating on Payless' $520 million 1st lien term loan due 2021 and the B3 rating on Payless' $145 million 2nd lien term loan due 2022. The change in outlook to stable from negative reflects the reduction in the company's adjusted debt due to changes in Moody's approach for capitalizing operating leases. The updated approach for standard adjustments for operating leases is explained in the cross-sector rating methodology Financial Statement Adjustments in the Analysis of Non-Financial Corporations, published on June 15, 2015. Moody's estimates Payless' leverage through January 31, 2015 calculated under the new approach is in the mid-to-low 5 times range. The rating actions are: Corporate Family Rating, Affirmed B2 Probability of Default Rating, Affirmed B2-PD $520 million Sr. Secured 1st Lien Term Loan due 2021, Affirmed B1, LGD-3 $145 million Sr. Secured 2nd Lien Term Loan due 2022, Affirmed B3, LGD changed to LGD-4 from LGD-5 Outlook, Changed to Stable from Negative RATINGS RATIONALE Payless' B2 CFR reflects the company's high leverage and weak interest coverage resulting from the company's highly-aggressive financial policies and recent softness in operating performance. Moody's estimates adjusted leverage (Debt/EBITDA) in the mid-to-low 5 times range and interest coverage (EBITA/Interest) in the low 1 times range for the LTM period ending January 31, 2015. Factors supporting the rating include the company's adequate liquidity profile, its meaningful international presence, and its solid brand equity and competitive position. Payless benefits from its under-$30 price point which Moody's believes helped minimize some of the impact from the most recent downturn, but its core customer remains under pressure which constrains meaningful growth. Moody's said, "We expect Payless to maintain adequate liquidity over the next 12 - 18 months supported by cash and break-even to modestly positive free cash flow, after factoring in elevated capital expenditures associated with the company's continued investments in system enhancements. Payless has access to an unrated $250 million ABL revolver that expires in 2019. Borrowings under the revolver at year end 2014 were up from the prior year, largely due to a strategic build-up of inventory over the period. We expect Payless will continue to utilize the ABL facility to support working capital needs, particularly as the company builds its inventory in advance of its key spring and back-to-school selling seasons, resulting in elevated borrowings at least through the first half of the year. Over the next 12-18 months we expect the normalization of inventory levels will result in paydowns to the facility, but believe the company will be challenged to meaningfully reduce outstanding borrowings." "The $520 million first lien term loan due 2021 and $145 million second lien term loan due 2022 do not contain any financial maintenance covenants. The ABL has a springing Fixed Charge Coverage test when availability is less than the greater of $20 million or 10% of the borrowing base. We do not expect the company will trigger the covenant over the next 12-18 months, but project the company would have only modest cushion if it were to be tested," said Moody's. The B1 rating on Payless' $520 million 1st lien term loan is one notch higher than the company's B2 CFR and reflects its senior position in the capital structure relative to the $145 million 2nd lien term loan (rated B3) and other junior claims including trade payables, leases, and pension liabilities. The 1st lien term loan is secured by a first priority lien on substantially all assets of the borrower, with a second lien on the ABL priority collateral (cash, inventory, accounts receivable, and property). The 2nd lien term loan is secured by a second priority lean on all assets of the borrower, except the ABL priority collateral on which it has a third lien. Payless' stable outlook reflects Moody's expectation that relatively flat revenue and modest EBITDA margin improvement from a relatively weak LTM period should keep credit metrics in line with the company's B2 rating. Moody's expects leverage (Debt/EBITDA) in the low 5 times range and interest coverage (EBITA/Interest Expense) in the low-to-mid 1 times range over the next 12 to 18 months, absent any further dividends or other extractions of equity. Ratings could be upgraded if improvements in operating performance result in debt/EBITDA sustained below 5.0 times and EBITA/interest expense sustained above 1.75 times. Given the company's history of shareholder friendly transactions, an upgrade would also require a willingness to maintain metrics at these levels. Ratings could be downgraded if Moody's expects operating performance, cash distributions to shareholders, or other leveraging transactions to result in debt/EBITDA above 6.5 times or EBITA/Interest expense below 1.25 times. Liquidity deterioration could also lead to a downgrade. The principal methodology used in these ratings was Global Retail Industry published in June 2011. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Payless operates more than 4,500 family footwear stores (including joint-ventures and franchisees) in approximately 30 countries with LTM revenues as of January 31, 2015 of over $2.4 billion. The company is controlled by funds affiliated with Golden Gate Capital and Blum Capital. PENNINGTON INVESTMENT: Case Summary & 20 Top Unsecured Creditors ---------------------------------------------------------------- Debtor: Pennington Investment Corporation dba Compass Trading Co. dba Compass Fashion 2630 Andjon Dr. Dallas, TX 75220 Case No.: 15-42416 Chapter 11 Petition Date: June 17, 2015 Court: United States Bankruptcy Court Northern District of Texas (Ft. Worth) Judge: Hon. Russell F. Nelms Debtor's Counsel: J. Robert Forshey, Esq. FORSHEY & PROSTOK, LLP 777 Main St., Suite 1290 Ft. Worth, TX 76102 Tel: 817-877-8855 Email: jrf@forsheyprostok.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Brent Pennington, president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/txnb15-42416.pdf PERRY ELLIS: Moody's Alters Outlook to Stable & Affirms B1 CFR -------------------------------------------------------------- Moody's Investors Service changed Perry Ellis International, Inc.'s rating outlook to stable from negative, and affirmed all ratings, including the B1 (CFR) Corporate Family Rating, B1-PD Probability of Default Rating, the B3 rating on its $50 million senior subordinated notes and SGL-2 Speculative-Grade Liquidity rating. The change in outlook from negative to stable reflects the reduction in the company's adjusted debt due to changes in Moody's approach for capitalizing operating leases, which lowers Moody's-adjusted debt/EBITDA by approximately 0.8 times to 4.1 times as of May 2, 2015. The updated approach for standard adjustments for operating leases is explained in the cross-sector rating methodology Financial Statement Adjustments in the Analysis of Non-Financial Corporations, published on June 15, 2015. The change in outlook also considers the company's improvements in corporate governance over the past year, and Moody's expectations of continued positive earnings momentum. Moody's took the following rating actions on Perry Ellis International, Inc.: Corporate Family Rating, affirmed at B1 Probability of Default Rating, affirmed at B1-PD $50 million Sr Subordinated Notes due 2019, affirmed at B3 (LGD5) Speculative Grade Liquidity Rating, affirmed at SGL-2 Outlook, changed to stable from negative RATINGS RATIONALE The B1 Corporate Family Rating ("CFR") reflects the company's low margins and track record of volatile financial performance, which is subject to consumer spending, fashion trends, and sizeable customer concentration with key retailers. Perry's earnings have gradually improved in each quarter since July 2014 reflecting several years of operational turnaround, including exiting and licensing out underperforming brands, rationalizing costs, and improving product. As of May 2, 2015, debt/EBITDA stood at low 4 times and EBITA/interest expense at high-1 times (including an operating lease adjustment to debt of 4 times rent expense). Perry's portfolio of well-known brands and wide range of price points partially mitigate its fashion risk by targeting multiple demographics through diversified distribution channels. The company's good liquidity profile and relatively low level of funded debt also support the rating. The stable outlook incorporates Moody's expectation that Perry will grow revenue and improve its profitability over the next twelve months, while maintaining a good liquidity profile. The ratings could be downgraded if debt/EBITDA increases above 4.5 times, if Perry is unable to improve EBITA margin to above 5%, or liquidity materially deteriorates. The ratings could be upgraded if Perry materially enhances its scale and product diversity while substantially improving EBITA margins and credit metrics. Perry Ellis International, Inc., headquartered in Miami, Florida, designs, distributes and licenses apparel and accessories for men and women primarily in the U.S. The company owns or licenses a portfolio of brands, including Perry Ellis(R), Rafaella(R), Laundry by Shelli Segal(R), Callaway(R) Golf, Original Penguin(R), Cubavera(R), and Nike(R) Swim. The company also operates roughly 75 Original Penguin and Perry Ellis stores. Revenues for the twelve months ended May 2, 2015 were approximately $898 million. The principal methodology used in these ratings was Global Apparel Companies published in May 2013. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. PROJECT PORSCHE: S&P Raises CCR to 'B', Outlook Negative -------------------------------------------------------- Standard & Poor's Ratings Services raised its corporate credit rating on Bloomington, Minn.-based Project Porsche Holdings Corp. to 'B' from 'SD'. The outlook is negative. At the same time, S&P raised its issue-level rating on the company's first-lien term loan to 'B+' from 'CCC-'. The '2' recovery rating, which is unchanged, indicates S&P's expectation for substantial (70% to 90%; upper half of the range) recovery in the event of payment default. In addition, S&P is withdrawing its issue-level and recovery ratings on the company's $25 million first-lien revolver and $140 million second-lien term loan because these facilities are no longer outstanding following the recapitalization. S&P's rating actions follow the company's announcement that it completed a debt recapitalization plan. Under the plan the company exchanged its $140 million second-lien term loan for equity of the company; received a $35 million capital contribution from second-lien lenders; and repaid a portion of first-lien debt. The recapitalization improves the company's free operating cash flow (FOCF) and liquidity position because of interest expense savings of about $15 million annually and its reduced debt burden. S&P expects the company to restore sufficient covenant headroom as part of the transaction. S&P's assessment of the company's business risk profile reflects its modest position in the fragmented instructional materials market and competition against larger companies with greater financial resources. Project Porsche has a modest position in the market, serving about 39,000 schools in the U.S. and U.K. The market comprises hundreds of companies that offer a range of products and services. While Project Porsche provides comprehensive solutions that serve multiple grade levels and subject areas, it competes against larger companies such as Pearson PLC and K12 Inc. The company's high recurring subscription revenues, which provide good revenue visibility and profitability, partially offset these factors. About 90% of the company's revenues come from subscriptions, which have gross margins in excess of 80%. Despite the company's improved credit metrics following the recapitalization, it remains vulnerable to the challenging business environment that has yet to abate, in S&P's view. Over the past several quarters the company's performance has been weaker-than-expected as competition has intensified, demonstrated by its lower bookings and cash receipts on a year-over-year basis, and lower replacement rates. In addition, uncertainty over states' adoption of Common Core Standards has contributed to the company's weak operating performance. S&P expects that these competitive pressures are likely to persist over the next 12 months. These factors support S&P's "weak" business risk assessment of Project Porsche. "We view Project Porsche's financial risk profile as "aggressive," with adjusted leverage in the mid-4x area, down from the low-7x area as of the first quarter ended Jan. 30, 2015. We expect leverage to increase modestly over the next 12 months. Because of the significant interest cost savings from the recapitalization, we expect FOCF to be about $12 million by the end of fiscal 2015, up from a near breakeven level at the first quarter ended Jan. 30, 2015. Cash on hand was about $21 million at Jan. 30, 2015. The $35 million new capital contribution from the existing second-lien loan lenders enhances liquidity," S&P said. S&P's initial analytical outcome is 'b+'. S&P believes Project Porsche's business and credit metrics remain in transition following its recapitalization plan. The company is vulnerable to heightened competition and increased customer attrition, in S&P's view, which could also impair financial metrics. S&P's overall assessment of its credit characteristics for all subfactors results in a one-notch negative effect on S&P's initial outcome, resulting in a corporate credit rating of 'B.' S&P's base case assumes: -- Global GDP growth of 3.5% in fiscal 2015 and 3.9% in fiscal 2016; -- U.S. GDP growth of 2.4% in fiscal 2015 and 2.8% in fiscal 2016; -- U.S. software and services industry growth in the mid-single digits in fiscal 2015; -- Revenue declines in the low- to mid-single-digit percentage area; -- Further margin compression, leading to EBITDA margin declining to the 40% area at the end of fiscal 2015, down from the low- to mid-40% area in fiscal 2014, as a result of a lower revenue base; -- FOCF of about $12 million by the end of fiscal 2015; -- Capital expenditures of about $12 million annually. Project Porsche has "adequate" liquidity (as defined in S&P's criteria), with sources of cash likely to exceed uses for the next 12 months. S&P expects net sources to be positive, even with a 15% decline in EBITDA. S&P expects the company to restore sufficient covenant headroom as part of its recapitalization plan. Principal liquidity sources: -- $21 million of cash at Jan. 30, 2015; and -- $29 million of funds from operations expected in fiscal 2015. Principal liquidity uses: -- Capital expenditures of about $12 million annually; -- Debt amortization of about $2.4 million annually; and -- Working capital use of about $5 million, to change along with revenue growth. The negative outlook reflects S&P's expectations that the challenging and competitive operating environment that has led to declining bookings and weak operating results will continue over the next 12 months. S&P does not expect the company to return to growth over the next 12 months, and S&P projects low-single-digit revenue declines for the next fiscal year. If the company's performance materially deteriorates beyond S&P's base-case expectations, resulting in leverage above the 5x area, S&P could lower the rating. While unlikely, S&P would consider revising the outlook to stable if the company is able to consistently grow bookings, and stabilize margins while sustaining leverage around the 4x area. QUICKSILVER RESOURCES: Needs Until Oct. 13 to File Plan ------------------------------------------------------- Quicksilver Resources Inc., et al., ask the U.S. Bankruptcy Court for the District of Delaware to extend the debtors' exclusive period to file a Chapter 11 plan through and including Oct. 13, 2015, and the exclusive period to solicit acceptance of a Chapter 11 plan through and including Dec. 14. The Debtors seek a 90-day extension of the Exclusive Periods to afford them the opportunity to complete the critical tasks necessary to develop and negotiate a Chapter 11 plan with their creditors. "These chapter 11 cases are large and complex, involving 14 Debtors and $2 billion of consolidated, pre-petition funded debt spread among three different tranches and six separate issuances. In addition, the oil and gas industry in which the Debtors operate is amidst a significant and prolonged down-turn impacting not only the Debtors, but also their critical business partners -- facts that further complicate the Debtors' efforts to improve their operational cost structure and, in turn, the Debtors' current and future profitability. Despite facing significant challenges presented by the Debtors' industry and debt structure -- including issues attendant to the Debtors' unencumbered assets -- the Debtors have made substantial progress in the first 100 days of these cases," Rachel L. Biblo, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware. The Debtors are also represented by Paul N. Heath, Esq., and Amanda R. Steele, Esq., at Richards, Layton & Finger, P.A., Wilmington, Delaware; and Charles R. Gibbs, Esq., Sarah Link Schultz, Esq., and Travis A. McRoberts, Esq., at Akin Gump Strauss Hauer & Feld LLP, in Dallas, Texas; and Ashleigh L. Blaylock, Esq., at Akin Gump Strauss Hauer & Feld LLP, in Washington, DC. About Quicksilver Quicksilver Resources Inc. (OTCQB: KWKA) is an exploration and production company engaged in the development and production of long-lived natural gas and oil properties onshore North America. Based in Fort Worth, Texas, the company claims to be a leader in the development and production from unconventional reservoirs including shale gas, and coal bed methane. Following more than 30 years of operating as a private company, Quicksilver became public in 1999. The company has U.S. offices in Fort Worth, Texas; Glen Rose, Texas; Steamboat Springs, Colorado; Craig, Colorado and Cut Bank, Montana. The Company's Canadian subsidiary, Quicksilver Resources Canada Inc., is headquartered in Calgary, Alberta. On March 17, 2015, Quicksilver Resources Inc. and certain of its affiliates filed voluntary petitions for relief under Chapter 11 of title 11 of the United States Code in Delaware. The Debtors are seeking joint administration under the main case, In re Quicksilver Resources Inc. Case No. 15-10585. Quicksilver's Canadian subsidiaries were not included in the chapter 11 filing. The Company's legal advisors are Akin Gump Strauss Hauer & Feld LLP in the U.S. and Bennett Jones in Canada. Richards Layton & Finger, P.A., is legal co-counsel in the Chapter 11 cases. Houlihan Lokey Capital, Inc. is serving as financial advisor. Garden City Group Inc. is the claims and noticing agent. The Company's balance sheet at Dec. 31, 2014, showed $1.21 billion in total assets, $2.35 billion in total liabilities and total stockholders' deficit of $1.14 billion. The U.S. Trustee for Region 3 appointed five creditors of Quicksilver Resources Inc. to serve on the official committee of unsecured creditors. RADIOSHACK CORP: Texas AG Sues Over Unused Gift Cards ----------------------------------------------------- Jacqueline Palank, writing for Daily Bankruptcy Review, reported that Texas officials are suing the former RadioShack Corp. in bankruptcy court in a bid to protect state residents who hold some of the estimated $43 million in unredeemed gift cards issued by the retailer. According to the report, Texas Attorney General Ken Paxton and his colleagues on June 18 filed a lawsuit against RadioShack in the Wilmington, Del., bankruptcy court, accusing the retailer of failing to notify gift-card holders that they need to file a claim in the bankruptcy case for the value of their unused cards. RadioShack stopped honoring the cards at the end of March, when it transferred a portion of its stores to new ownership, the DBR said. About RadioShack Corporation Headquartered in Fort Worth, Texas, RadioShack (OTCMKTS: RSHCQ) -- 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. RECYCLE SOLUTIONS: Owes $79K in Rent Payment, Bank of West Says --------------------------------------------------------------- Bank of the West asks the U.S. Bankruptcy Court for the Western District of Tennessee, Western Division, to terminate the automatic stay imposed in the Chapter 11 case of Recycle Solutions, Inc., to allow it to exercise all of its rights with respect to and for abandonment of the bankruptcy estate's interest in the Debtor's Collateral, which consists of three Crown C51050-50 4-Wheel Pneumatic Lift Trucks and their proceeds. Erno Lindner, Esq., at Baker, Donelson, Bearman, Caldwell & Berkowitz, P.C., in Memphis, Tennessee, tells the Court that the Debtor is indebted to Lender pursuant to a Commercial Master Lease Agreement dated May 2, 2013. Mr. Lindner further tells the Court that pursuant to the terms of the Master Agreement, the Debtor conveyed to Lender a security interest in the Collateral. He notes that Lender properly perfected its security interest in the Collateral by filing certain UCC-1 Financing Statements with the Tennessee Secretary of State at Instrument Numbers 113020925 and 420627280. Mr. Lindner says the Debtor owes the Lender no less than $79,668 prior to expenses, default interest, and other amounts due and owing per the Master Agreement. He asserts that based on the outstanding indebtedness owed under the Master Agreement and the fact that no payments are being made, the Lender's interest in the Collateral is not adequately protected. He further asserts that the Debtor has no equity in the Collateral nor is the Collateral necessary for reorganization. The Lender is represented by: Erno Lindner, Esq. BAKER, DONELSON, BEARMAN, CALDWELL & BERKOWITZ, P.C. 165 Madison Avenue, Suite 2000 Memphis, TN 38103 Telephone: (423)209-4206 Facsimile: (423)752-9633 Email: elindner@bakerdonelson.com jason.liberi@skadden.com About Recycle Solutions Recycle Solutions, Inc., founded in 2002, is in the business of recycling and reusing plastic, wood and packaging for film rolls. The company is owned by James Downing (75%) and Mark Huber (25%). Founded in 2001 by James Downing, Recycle Solutions currently has operations in Tennessee and Georgia. It is headquartered in Memphis, Tennessee, with at its 7.5-acre recycling center.   Recycle Solutions sought Chapter 11 bankruptcy protection in its home-town in Memphis (Bankr. W.D. Tenn. Case No. 14-31338) on Nov. 4, 2014, disclosing assets of $11.5 million against liabilities of $6.4 million.   The case is assigned to Judge George W. Emerson Jr. The Debtor is represented by Steven N. Douglass, Esq., at Harris Shelton Hanover Walsh, PLLC, in Memphis.    The U.S. Trustee for Region 8 appointed three creditors to serve on the official committee of unsecured creditors. Adam B. Emerson of Bridgforth & Buntin, PLLC, represents the Committee as counsel.   * * *   Recycle Solutions has filed a reorganization plan that contemplates an orderly sale of the business as a going concern, whether in part or as a whole, following the effective date of the Plan.   Judge George W. Emerson, Jr., will convene a hearing on July 16, 2015, at 9:30 a.m. to consider approval of the disclosure statement explaining the Plan. Objections to the adequacy of the information  in the disclosure statement are due July 6.  RECYCLE SOLUTIONS: Seeks Oct. 5 Extension of Solicitation Period ---------------------------------------------------------------- Recycle Solutions, Inc., asks the U.S. Bankruptcy Court for the Western District of Tennessee, Western Division, to extend the period within which it has exclusive right to solicit acceptances of its plan to October 5, 2015. Steven N. Douglass, Esq., at Harris Shelton Hanover Walsh, PLLC, in Memphis, Tennessee, tells the Court that the Debtor has filed its Disclosure Statement and Summary of Plan on May 28, 2015, and the hearing on the Disclosure Statement is set on July 16, 2015. Mr. Douglass notes that pursuant to the Court's Order, July 2, 2015, is the deadline to maintain exclusivity for the Debtor to solicit and obtain votes on its Plan. He says the Debtor cannot solicit votes much less obtain votes for acceptance of its Plan until the Disclosure Statement has been approved by the Court. Cause exists pursuant to Section 1121(d) of the Bankruptcy Code to extend the exclusive periods to and through October 5, 2015, Mr. Douglass asserts. The Debtor is represented by: Steven Douglass, Esq. HARRIS SHELTON HANOVER WALSH, PLLC 40 S. Main Street, Suite 2700 Memphis, TN 38103-2555 Telephone: (901)525-1455 Email: sdouglass@harrisshelton.com About Recycle Solutions Recycle Solutions, Inc., founded in 2002, is in the business of recycling and reusing plastic, wood and packaging for film rolls. The company is owned by James Downing (75%) and Mark Huber (25%). Founded in 2001 by James Downing, Recycle Solutions currently has operations in Tennessee and Georgia. It is headquartered in Memphis, Tennessee, with at its 7.5-acre recycling center.   Recycle Solutions sought Chapter 11 bankruptcy protection in its home-town in Memphis (Bankr. W.D. Tenn. Case No. 14-31338) on Nov. 4, 2014, disclosing assets of $11.5 million against liabilities of $6.4 million.   The case is assigned to Judge George W. Emerson Jr. The Debtor is represented by Steven N. Douglass, Esq., at Harris Shelton Hanover Walsh, PLLC, in Memphis.    The U.S. Trustee for Region 8 appointed three creditors to serve on the official committee of unsecured creditors. Adam B. Emerson of Bridgforth & Buntin, PLLC, represents the Committee as counsel.   * * *   Recycle Solutions has filed a reorganization plan that contemplates an orderly sale of the business as a going concern, whether in part or as a whole, following the effective date of the Plan.   Judge George W. Emerson, Jr., will convene a hearing on July 16, 2015, at 9:30 a.m. to consider approval of the disclosure statement explaining the Plan. Objections to the adequacy of the information  in the disclosure statement are due July 6. RECYCLE SOLUTIONS: To Make Adequate Protection to TCF Equipment --------------------------------------------------------------- Judge George W. Emerson, Jr., of the U.S. Bankruptcy Court for the Western District of Tennessee issued a consent order stating that Recycle Solutions, Inc., will commence payments directly to creditor TCF Equipment Finance, Inc., monthly in the amount of $951 beginning June 1, 2015, and on the 1st of every month thereafter to the date of confirmation of plan. The Debtor is represented by: Steven Douglass, Esq. HARRIS SHELTON HANOVER WALSH, PLLC 40 S. Main Street, Suite 2700 Memphis, TN 38103-2555 Telephone: (901)525-1455 Email: sdouglass@harrisshelton.com TCF Equipment is represented by: Roger A. Stone, Esq. 200 Jefferson Avenue, Suite 1000 Memphis, TN 38103 Telephone: (901)528-1111 About Recycle Solutions Recycle Solutions, Inc., founded in 2002, is in the business of recycling and reusing plastic, wood and packaging for film rolls. The company is owned by James Downing (75%) and Mark Huber (25%). Founded in 2001 by James Downing, Recycle Solutions currently has operations in Tennessee and Georgia. It is headquartered in Memphis, Tennessee, with at its 7.5-acre recycling center.   Recycle Solutions sought Chapter 11 bankruptcy protection in its home-town in Memphis (Bankr. W.D. Tenn. Case No. 14-31338) on Nov. 4, 2014, disclosing assets of $11.5 million against liabilities of $6.4 million.   The case is assigned to Judge George W. Emerson Jr. The Debtor is represented by Steven N. Douglass, Esq., at Harris Shelton Hanover Walsh, PLLC, in Memphis.    The U.S. Trustee for Region 8 appointed three creditors to serve on the official committee of unsecured creditors. Adam B. Emerson of Bridgforth & Buntin, PLLC, represents the Committee as counsel.   * * *   Recycle Solutions has filed a reorganization plan that contemplates an orderly sale of the business as a going concern, whether in part or as a whole, following the effective date of the Plan.   Judge George W. Emerson, Jr., will convene a hearing on July 16, 2015, at 9:30 a.m. to consider approval of the disclosure statement explaining the Plan. Objections to the adequacy of the information  in the disclosure statement are due July 6.  REDROCK ENTERPRISES: Case Summary & 2 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Redrock Enterprises, LLC 10852 Willow Hieghts Dr. Las Vegas, NV 89135 Case No.: 15-13493 Nature of Business: Single Asset Real Estate Chapter 11 Petition Date: June 17, 2015 Court: United States Bankruptcy Court District of Nevada (Las Vegas) Judge: Hon. August B. Landis Debtor's Counsel: Timothy S. Cory, Esq. TIMOTHY S. CORY & ASSOCIATES 8831 W. Sahara Avenue Las Vegas, NV 89117 Tel: (702) 388-1996 Email: tim.cory@corylaw.us Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 millon to $10 million The petition was signed by Randall Bulloch, president. A list of the Debtor's two largest unsecured creditors is available for free at http://bankrupt.com/misc/nvb15-13493.pdf REED AND BARTON: Seeks Aug. 17 Extension of Plan Filing Date ------------------------------------------------------------ RB Liquidation, Inc., f/k/a Reed and Barton Corporation, asks the U.S. Bankruptcy Court for the District of Massachusetts, Eastern Division, to extend the exclusive period for it to file a plan up to August 17, 2015, and the deadline for it to obtain acceptances of a plan up to October 16, 2015. Lynne B. Xerras, Esq., at Holland & Knight LLP, in Boston, Massachusetts, says that despite the progress the Debtor has made in liquidating its assets for the ultimate benefit of its creditor body, the Debtor has not yet had the opportunity to prepare and circulate for the Official Committee of Unsecured Creditors' review and comment a proposed plan. To enable the Debtor to do so, the Debtor requests that the Court extend the exclusive period for it to file a plan and the period through which it may solicit acceptances towards its plan. The Creditors' Committee consents to the relief requested, Ms. Xerras tells the Court. The Debtor is represented by: John J. Monaghan, Esq. Lynne B. Xerras, Esq. Kathleen St. John, Esq. HOLLAND & KNIGHT LLP 10 St. James Avenue Boston, MA 02116 Telephone: (617)523-2700 Facsimile: (617)523-6850 Email: john.monaghan@hklaw.com lynne.xerras@hklaw.com kathleen.stjohn@hklaw.com About Reed and Barton Founded in 1824, Reed and Barton Corporation is a designer and distributor of high quality silverware and tableware, along with flatware, crystal drinkware, picture frames, ornaments, and baby giftware. Reed and Barton, which sells products with the Reed & Barton, Lunt, R&B EveryDay, and Williamsburg brands, is based in Taunton, Massachusetts. The privately held company's stock is owned by 28 record shareholders who either are descendants of Henry Reed or trusts for their benefit. Aside from selling its products in department stores and TV shopping networks, the company has an on-site factory store in Taunton and a showroom in Atlanta, Georgia.   Reed and Barton sought Chapter 11 bankruptcy protection (Bankr. D. Mass. Case No. 15-10534) in Boston, Massachusetts, on Feb. 17, 2015. The case is assigned to Judge Henry J. Boroff.   The Debtor has tapped Holland & Knight, in Boston, as counsel; Financo, LLC, as investment banker; and Verdolino & Lowey, P.C., as accountant.    The U.S. Trustee for Region 1 appointed three creditors to serve on the official committee of unsecured creditors.   Reed and Barton Corporation changed its name to RB Liquidation, Inc., following the sale of substantially all of its assets to an affiliate of Lenox Corporation for $22,000,000. RENT-A-CENTER: Moody's Alters Outlook to Stable & Affirms Ba3 CFR ----------------------------------------------------------------- Moody's Investors Service revised Rent-A-Center, Inc.'s ratings outlook to stable from negative and affirmed the company's ratings, including the Ba3 Corporate Family Rating, Ba3-PD Probability of Default Rating, Ba1 ratings on the $900 million secured credit facilities and the B1 ratings on the company's senior unsecured notes. Moody's also raised Rent-A-Center's Speculative Grade Liquidity rating to SGL-2 from SGL-3, reflecting the expectation for good liquidity over the next 12-18 months. The change in outlook from negative to stable reflects the reduction in adjusted debt due to changes in Moody's approach for capitalizing operating leases. The updated approach for standard adjustments for operating leases is explained in the cross-sector rating methodology Financial Statement Adjustments in the Analysis of Non-Financial Corporations, published on June 15, 2015. The change in outlook also reflects Moody's expectation that the company will continue to implement its strategic initiatives in 2015 while stabilizing its core rent-to-own business and continuing to realize solid returns on its emerging Acceptance Now business. This should lead to a return to profitable growth with positive cash flow. When coupled with modest debt reduction, debt leverage is expected to further decline over the next 12-18 months. The raising of the Speculative Grade Liquidity rating to SGL-2 from SGL-3 reflects Moody's expectation for good liquidity. Balance sheet cash, positive cash flow and availability under its $675 million revolver are expected to be more than sufficient to cover cash flow needs over the next twelve months, and cushion under its two financial maintenance covenants is also expected to remain ample. Ratings affirmed: -- Corporate Family Rating at Ba3; -- Probability of Default Rating at Ba3-PD; -- $675 million senior secured revolving credit facility due 2019 at Ba1 (LGD 2); -- $225 million senior secured term loan due 2021 at Ba1 (LGD 2). -- $250 million guaranteed senior unsecured notes due 2021 at B1 (LGD 5); -- $300 million guaranteed senior unsecured notes due 2020 at B1 (LGD 5). Ratings raised: -- Speculative Grade Liquidity rating upgraded to SGL-2 from SGL-3. The ratings outlook was changed to stable from negative RATINGS RATIONALE Rent-A-Center's Ba3 Corporate Family Rating reflects the company's leading position in the consumer rent-to-own industry and, despite recent weakening, its historical track record of maintaining relatively strong and stable debt protection measures and balanced financial policy that had included debt reduction. Moody's expects the company to continue to show signs of stabilizing its core rent-to-own business in 2015 while continuing to realize solid returns on its emerging businesses, with a return to profitable growth with positive cash flow this year. The rating also reflects Rent-A-Center's high debt and leverage and expectation for improvement as the company continues to execute and invest in its multi-year strategy to improve performance in its core rent-to-own business. Lease-adjusted debt to EBITDA (using a 5x multiple) stood at 4.1x for the latest twelve month period ended March 31, 2015, down from 4.3x at the end of 2014 as a result of debt repayment using proceeds from a tax refund, but still much higher than the 3.0x at the end of 2012 as weaker performance in its core rent-to-own business resulted in EBITDA declines and borrowing increased primarily to fund the 2013 accelerated share repurchase and 2014 tax payment. Interest coverage, as measured by lease-adjusted EBITA/Interest, was 2.3x, also down from 2012 levels. The rating also reflects the company's moderate business risk and potential impact from government legislation that may occur from time to time. An upgrade would require a return to stable, consistent growth in Rent-A-Center's core business while continuing to realize solid returns on its emerging businesses and maintaining a balanced financial policy. Specific metrics include lease-adjusted debt/EBITDA near 4.0 times and adjusted EBITA/Interest above 2.75 times on a sustained basis. Any material deviation from expectations over the next twelve months, either through weaker-than-expected operating performance or more aggressive financial policies, would likely lead to a ratings downgrade. A downgrade could also stem from a deterioration in liquidity or any adverse changes in the regulatory or legal environment. Ratings could be downgraded if adjusted debt leverage were to rise near 5.0 times. Rent-A-Center, Inc., with headquarters in Plano, Texas operates the largest chain of consumer rent-to-own stores in the U.S. with approximately 4,430 company operated stores and kiosks located in the U.S., Canada, Mexico and Puerto Rico. Rent-A-Center also franchises approximately 180 rent-to-own stores that operate under the "ColorTyme" and "Rent-A-Center" banners. The company generated approximately $3.2 billion in revenue for the latest twelve month period ended March 31, 2015. The principal methodology used in these ratings was Global Retail Industry published in June 2011. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. REVEL AC: Can't Pay Bankruptcy Costs, Power Plant Owner Says ------------------------------------------------------------ Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that ACR Energy Partners LLC said Revel AC Inc. doesn't have enough cash to cover all expenses incurred during its Chapter 11 effort. According to the report, ACR filed papers on June 2 opposing confirmation, contending there isn't sufficient money to pay Chapter 11 costs. ACR said Revel has only $1.6 million to pay administration expenses that it admits are owed, the report noted. About Revel AC Revel AC, Inc. -- http://www.revelresorts.com/-- owns and operates Revel, a Las Vegas-style, beachfront entertainment resort and casino located on the Boardwalk in the south inlet of Atlantic City, New Jersey. Revel AC Inc. and five of its affiliates sought bankruptcy protection (Bankr. D.N.J. Lead Case No. 14-22654) on June 19, 2014, to pursue a quick sale of the assets. The Chapter 11 cases of Revel AC LLC and its debtor-affiliates are transferred to Judge Michael B. Kaplan. The Debtors' cases was originally assigned to Judge Gloria M. Burns. The Debtors' Chapter 11 cases are jointly consolidated for procedural purposes. Revel AC estimated assets ranging from $500 million to $1 billion, and the same amount of liabilities. White & Case, LLP, and Fox Rothschild, LLP, serve as the Debtors' Counsel, and Moelis & Company, LLC, is the investment banker. The Debtors' solicitation and claims agent is Alixpartners, LLP. The prepetition first lenders are represented by Cadwalader, Wickersham & Taft LLP. The prepetition second lien lenders are represented by Paul, Weiss, Rifkind, Wharton & Garrison LLP. The DIP agent is represented by Milbank, Tweed, Hadley & McCloy LLP. This is Revel AC's second trip to bankruptcy. The company first sought bankruptcy protection (Bankr. D.N.J. Lead Case No. 13-16253) on March 25, 2013, with a prepackaged plan that reduced debt by $1.25 billion. Less than two months later on May 15, 2013, the 2013 Plan was confirmed and became effective on May 21, 2013. RUBY TUESDAY: Moody's Affirms B3 CFR & Alters Outlook to Stable --------------------------------------------------------------- Moody's Investors Service affirmed Ruby Tuesday Inc.'s B3 Corporate Family Rating (CFR), B3-PD Probability of Default Rating (PDR). In addition, Moody's affirmed the company's $250 million 7.625% senior unsecured notes at Caa1, LGD4 and SGL-3 Speculative Grade Liquidity Rating. The rating outlook was changed to stable from negative. RATINGS RATIONALE The change in outlook to stable reflects the material improvement in adjusted leverage driven by the reduction in adjusted debt due to changes in Moody's approach for capitalizing operating leases. The updated approach for standard adjustments for operating leases is explained in the cross-sector rating methodology Financial Statement Adjustments in the Analysis of Non-Financial Corporations, published on June 15, 2015. The change in outlook also considers the material reduction in operating costs and funded debt levels to date The B3 Corporate Family Rating reflects Ruby Tuesday's weak operating performance driven in part by weak same store sales trends that has resulted in modest interest coverage and relatively high leverage. For the twelve month period ending March 4, 2015, EBITA coverage of interest expense was modest at about 1.2 times while leverage remained relatively high at around 4.4 times. The ratings are supported by the company's high level of brand awareness, material scale, strategic focus on advertising, cost saving initiatives and adequate liquidity. Factors that could result in downgrade include an inability to stabilize negative traffic trends, a sustained deterioration in credit metrics or a decline in liquidity. Moody's will also continue to closely monitor the cushion under the revised credit facility covenants. Given the expectation that weak traffic trends will continue, a higher rating over the intermediate term is unlikely. However, factors that could result in an upgrade include a sustained improvement in earnings driven by positive operating trends, particularly a stabilization of traffic, and lower costs. Specifically, an upgrade would require EBITA coverage of interest expense above 1.75 times and debt to EBITDA of under 5.5 times on a sustained basis. A higher rating would also require good liquidity. Ruby Tuesday, Inc, owns, operates and franchises restaurants under the brand names Ruby Tuesday and Lime Fresh Mexican Grill. Annual revenues are about $1.14 billion. The principal methodology used in these ratings was Global Restaurant Methodology published in June 2011. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. SALADWORKS LLC: Plan Filing Date Extended to July 17 ---------------------------------------------------- Judge Laurie Selber Silverstein of the U.S. Bankruptcy Court for the District of Delaware extended Saladworks LLC's exclusive period to file a plan of reorganization through and including July 17, 2015, and its exclusive period to solicit votes on that Plan, through and including Sept. 14, 2015. The Official Committee of Unsecured Creditors responded to the extension request, saying there is no need for a 90-day exclusivity extension and that an extension would be prejudicial to creditors by unnecessarily extending the distribution of the asset sale proceeds to satisfy claims. The Committee pointed out that the Debtor's case is a liquidating Chapter 11 case in which the Debtor's assets will be completely liquidated in a sale transaction. Following the Committee's objection, the Debtor, the Committee, and John Scardapane, the Debtor's principal equity owner, discussed a framework that will result in a confirmation process initiated well within the 90-day period that the Debtor requested. These negotiations have resulted in an agreement to be presented to the Court that establishes specific milestones for a plan confirmation process and a consensual 30-day extension of the Debtor's exclusive periods. The Debtor originally asked the Court to extend the exclusive plan filing period to Sept. 15, 2015, and the exclusive solicitation period to Nov. 12, 2015. The Committee is represented by Richard M. Beck, Esq., Sally E. Veghte, Esq., at Klehr Harrison Harvey Branzburg LLP, in Wilmington, Delaware. About Saladworks, LLC Developed in 1986, Saladworks, LLC, is the first and largest fresh-salad franchise concept in the United States. From its beginning in the Cherry Hill Mall, Saladworks quickly expanded to 12 additional locations in area malls and soon thereafter began franchising. The company has franchise agreements with 162 different franchisees. The equity owners are J Scar Holdings, Inc., (70%) and JVSW LLC (30%). Saladworks, LLC, sought Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 15-10327) on Feb. 17, 2015. The case assigned to Judge Laurie Selber Silverstein. The Debtor has tapped Landis Rath & Cobb LLP as counsel; SSG Advisors, LLC, as investment banker; EisnerAmper LLP, as financial advisor; and Upshot Services LLC, as claims and noticing agent. Saladworks, LLC, disclosed $2,303,632 in assets and $14,220,722 in liabilities as of the Chapter 11 filing. The U.S. trustee overseeing the Chapter 11 case of Saladworks LLC appointed three creditors of the company to serve on the official committee of unsecured creditors. SDC INC: Case Summary & 11 Largest Unsecured Creditors ------------------------------------------------------ Debtor: SDC, Inc. 2101 Clinton Avenue, Suite 502 Huntsville, AL 35805 Case No.: 15-81634 Chapter 11 Petition Date: June 17, 2015 Court: United States Bankruptcy Court Northern District of Alabama (Decatur) Judge: Hon. Clifton R. Jessup Jr. Debtor's Counsel: Kevin D. Heard, Esq. HEARD ARY, LLC 303 Williams Avenue SW Park Plaza Suite 921 Huntsville, AL 35801 Tel: (256) 535-0817 Fax: (256) 535-0818 Email: kheard@heardlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Virginia Gilchrist, president. A list of the Debtor's eleven largest unsecured creditors is available for free at http://bankrupt.com/misc/alnb15-81634.pdf SENECA BIOENERGY: Chapter 11 Case Dismissed ------------------------------------------- Bankruptcy Judge Paul R. Warren granted a motion to dismiss the case captioned In re: SENECA BIOENERGY, LLC, Chapter 11, Debtor, CASE NO. 14-21470 (Bankr. W.D.N.Y.). A motion to dismiss the Chapter 11 case of Seneca BioEnergy, LLC was filed by Generations Bank and joined in by New York Business Development Corporation ("NYBDC"), alleging that the Debtor has suffered substantial or continuing losses to or diminution of the estate and that there is not a reasonable likelihood of rehabilitation, coupled with the Debtor's unauthorized use of cash collateral and lack of good faith. In granting the motion, Judge Warren determined that Generations Bank has established "cause" to convert or dismiss the Chapter 11 case pursuant to 11 U.S.C. Sections 1112(b)(1) and 1112(b)(4)(A). He found that Generations Bank has demonstrated by a preponderance of evidence both (1) a substantial and continuing loss to and diminution of the estate and (2) the absence of a reasonable likelihood of rehabilitation. Also, neither the Debtor nor any party in interest demonstrated the existence of any unusual circumstances that would merit the application of the exceptions under 11 U.S.C. Section 1112(b)(1) and (b)(2) that would have caused the denial of the motion. Judge Warren further held that, based on the record, the dismissal of the case, rather than conversion, is in the best interests of the creditors and the estate under 11 U.S.C Section 1112(b)(1). A copy of the May 19, 2015 decision and order is available at http://is.gd/yO12Xyfrom Leagle.com. About Seneca BioEnergy, LLC Seneca BioEnergy, LLC filed a voluntary Chapter 11 petition (Bankr. W.D.N.Y. Case No. 14-21470) on December 1, 2014. Headquartered in Geneva, New York, Seneca BioEnergy is a biodiesel company that operates out of the 10,000-acres old Seneca Army Depot in Seneca County, where it also makes Finger Lakes Grape Seed Oil, which is available at numerous wineries and some Wegmans stores. The company was born in 2008 out of grape seed oil processing work in Ontario County. William C. Rieth, Esq., who has an office in Rochester, New York, serves as the Debtor's bankruptcy counsel. Judge Paul R. Warren presides over the case. SIRIUS XM RADIO: S&P Keeps BB Corp. Credit Rating Over Debt Upsize ------------------------------------------------------------------ Standard & Poor's Ratings Services said that its 'BBB-' issue-level rating and '1' recovery rating on New York City-based satellite radio company Sirius XM Radio Inc.'s revolving credit facility remain unchanged following the company's upsizing of the revolver to $1.75 billion from $1.25 billion and extension of the debt's maturity to 2020 from 2017. The '1' recovery rating indicates S&P's expectation for very high recovery (90%-100%) of principal in the event of a default. S&P's 'BB' corporate credit rating and stable outlook on Sirius XM are not affected. The corporate credit rating incorporates S&P's expectation that the company's leverage will not increase above its 4x threshold for the rating because of its good operating outlook and growing operating cash flow, despite its moves to boost shareholder returns. S&P assess Sirius XM's business risk profile as "fair," reflecting its stable subscriber churn, dependence on U.S. new auto sales and consumer discretionary spending for growth, and its long-term vulnerability to competition from alternative media. S&P's "significant" financial risk profile assessment is based on the company's more aggressive financial policy since late 2012. Sirius XM paid a $327 million special dividend in December 2012, and it repurchased $1.76 billion of shares in 2013 and $2.52 billion in 2014. The company also issued an incremental $1 billion of debt in March 2015, resulting in leverage increasing to 3.3x as of March 2015 from 3.1x as of Dec. 31, 2014. S&P expects that leverage will remain in the 3x-4x area through 2016 as debt-financed share repurchases offset EBITDA growth. S&P believes that some risk still surrounds Liberty Media Corp.'s long-term financial strategy and its potential effect on Sirius XM. Liberty Media is Sirius XM's majority owner. RATINGS LIST Sirius XM Radio Inc. Corporate Credit Rating BB/Stable/-- Ratings Unchanged Sirius XM Radio Inc. $1.75 bil. revolver due 2020* BBB- Recovery Rating 1 *Upsized amount. SIX FLAGS: Moody's Rates New $950MM Secured Loans 'Ba2' ------------------------------------------------------- Moody's Investors Service affirmed Six Flags Entertainment Corporation B1 corporate family rating (CFR) and assigned a Ba2 rating to the proposed $250 million revolver due 2020 and the $700 million term loan B due 2022. The existing $800 million senior notes due 2021 were affirmed at B3. The outlook is stable. The use of proceeds is expected to be the refinancing of the existing $569 million term loan, fund stock buybacks and general corporate purposes. The ratings on the existing revolver and term loan will be withdrawn upon repayment. While the proposed transaction increases total debt by $131 million, we anticipate that leverage will decline to a level within the range of the existing B1 CFR as elevated expenses from performance award related stock compensation roll off at the end of this year and the beginning of 2016. Issuer: Six Flags Entertainment Corporation Corporate Family Rating, affirmed B1 Probability of Default Rating, affirmed B1-PD $800 million Senior Unsecured Notes due 2021, affirmed at B3, LGD5 Speculative Grade Liquidity Rating, raised to SGL-3 from SGL-4 Issuer: Six Flags Theme Parks Inc. New $250 million Senior Secured Revolver due 2020, assigned a Ba2, LGD2 New $700 million Senior Secured Term Loan B due 2022, assigned a Ba2, LGD2 RATINGS RATIONALE Six Flags' B1 CFR reflects the sizable attendance and revenue generated from the geographically diversified regional amusement park portfolio, vulnerability to cyclical discretionary consumer spending, seasonality of the operations, and event risk relating to shareholder distributions. The amusement park industry is mature and operators must compete with a wide variety of leisure and entertainment activities to generate consumer interest and is very sensitive to weather conditions. The management team installed in conjunction with the company's emergence from bankruptcy in April 2010 has implemented significant operational improvements to drive meaningful earnings growth. We believe ongoing initiatives including price increases, fewer discount offerings, higher season pass sales, and increases in all season dining revenue will continue to grow revenue and earnings over the intermediate term, although there is downside risk if the economy were to weaken. We continue to expect positive revenue growth in the upcoming season baring unusually heavy rainfall during peak operating periods. Although Six Flags has generated strong revenue and EBITDA growth over the past year, Moody's calculated leverage rose to 5.9x as of Q1 2015 due to the increase in stock compensation to $157 million over the LTM period ending Q1 2015 from $25 million in the prior year period. The increase is due to the likely realization of the company's goal to achieve Modified EBITDA (as calculated by the company) of $500 million by the end of 2015. Since Q3 2014, Six Flags has realized $136 million in performance award stock comp related to the likely achievement of this goal. If we exclude the impact of the $136 million in performance award related stock comp, leverage would be 4.2x. The proposed transaction would increase pro-forma leverage from 5.9x to 6.3x as of Q1 2015 including all stock comp as an expense or from 4.2x to 4.5x excluding $136 million in performance award stock comp. We anticipate Moody's calculated leverage to decline to the low 4xs range over the next year as the elevated stock comp declines to more normal levels and from additional EBITDA growth. However, the company has set a new long term goal of achieving Modified EBITDA of $600 by 2017 which could lead to additional stock comp expense in future years. Six Flags' SGL-3 speculative-grade liquidity rating reflects our expectation that the company will maintain adequate liquidity over the next year. Six Flags' has $16 million of cash with $22 million in letters of credit and $80 million drawn against its revolver as of Q1 2015. The proposed $250 million revolver due 2020 is an increase from the existing $200 million revolver. We do not expect this to be sufficient to cover a full exercise of the approximate $394 million of partnership puts although we do not anticipate this to occur. Six Flags' $0.52 per share quarterly dividend will consume the bulk of its cash flow generation over the next year and normal off-season cash flow consumption occurs prior to the start of the operating season. The historical level of put exercises is comfortably manageable within Six Flags existing cash and unused revolver capacity (the highest level was $66 million or $58 million net of partner participation in 2009). The timing of the put option is notable as they are exercisable annually from March 31st through late April and Six Flags must fund any exercises by May 15th. This is in the midst of Six Flags' peak seasonal cash needs as the majority of its cash flow is generated during the height of its operating season from May to September. Moody's said, "We anticipate Six Flags will generate over $50 million of free cash flow in 2015 (assuming roughly $195 million in dividends) and will pay down the $80 million balance under its revolver during the summer operation season. We anticipate Six Flags will maintain an adequate EBITDA cushion within the financial maintenance covenants in its credit facility. "The stable rating outlook reflects our anticipation that Six Flags will generate low to mid single digit EBITDA growth in 2015 if weather conditions are favorable. We also believe that the company will take advantage of the restricted payments flexibility in its credit facility to devote cash flow generation to dividends and share repurchases with limited debt reduction over the next 12-18 months." Positive revenue and EBITDA growth that lead to debt to EBITDA leverage being sustained in the low 4xs (as calculated by Moody's) and a more moderate financial policy with reduced prospects of a debt funded share buyback, would lead to positive rating pressure. A good liquidity position would also be required for an upgrade as would the management of dividends and stock repurchases within excess free cash flow. Downward rating pressure could result if acquisitions, cash distributions to shareholders, or declines in attendance and earnings driven by competition or a prolonged economic downturn lead to debt-to-EBITDA above 5.75x on a sustained basis. Ratings could also be pressured if liquidity weakens or the company's financial policies become more aggressive. Six Flags Entertainment Corporation, headquartered in Grand Prairie, TX, is a regional amusement park company that operates 18 North American parks. The park portfolio includes 15 wholly-owned facilities (including parks near New York City, Chicago and Los Angeles) - as well as three consolidated partnership parks - Six Flags over Texas (SFOT), Six Flags over Georgia (SFOG), and White Water Atlanta. Six Flags currently owns 53.1% of SFOT and approximately 30.5% of SFOG/White Water Atlanta. The company emerged from chapter 11 bankruptcy protection in April 2010. Revenue including full consolidation of the partnership parks was approximately $1.2 billion for the LTM period ended 3/31/15. SIX FLAGS: S&P Affirms 'BB' Corp. Credit Rating, Outlook Stable --------------------------------------------------------------- Standard & Poor's Ratings Services said it affirmed its 'BB' corporate credit rating on Six Flags Entertainment Corp. The rating outlook is stable. At the same time, S&P assigned a 'BBB-' issue-level rating and a '1' recovery rating to the company's proposed senior secured credit facility (consisting of a $250 million revolving credit facility due 2020 and a $700 million term loan B due 2022). The '1' recovery rating indicates our expectation for very high (90%-100%) recovery for lenders in the event of a payment default. The planned issuance would represent an increase to its term loan B by $130 million and its revolver by $50 million. The company plans to use incremental debt proceeds for share repurchases. S&P also affirmed the 'BB-' issue-level rating on the company's $800 million senior unsecured notes due 2021, with a recovery rating of '5', indicating S&P's expectation for modest (10%-30%; lower half of the range) recovery for lenders in the event of a payment default. While the recovery rating stays the same, the planned incremental secured debt reduces recovery prospects for noteholders to the lower half of the recovery range. "The corporate credit rating affirmation reflects credit measures we expect to be in line with our 'significant' financial risk assessment, incorporating the incremental debt to finance share repurchases," said Standard & Poor's credit analyst Shivani Sood. S&P expects adjusted debt to EBITDA to remain in the low-3x area and funds from operations (FFO) to debt to remain around 25% through 2016. Over the intermediate term, S&P believes ongoing good operating performance across its park portfolio will allow the company to maintain debt to EBITDA at a level that represents a good cushion compared to our 4x debt to EBITDA threshold. The stable outlook reflects S&P's expectation that good anticipated operating performance and strong liquidity through 2016 will offset the incremental debt that this transaction adds, such that adjusted debt to EBITDA will be in the low-3x area and FFO to debt will be around 25% through 2016. S&P could lower the rating if it expects operating performance to materially deteriorate or if Six Flags were to undertake a debt-financed shareholder distribution that drove adjusted leverage above 4x on a sustained basis. A higher rating is unlikely at this time, given S&P's belief that management will continue to return capital to shareholders. S&P could consider a one-notch upgrade if it become confident Six Flags will sustain leverage around 3x or lower. SUMMIT MIDSTREAM: Moody's Hikes Rating on Sr. Unsec. Notes to B2 ---------------------------------------------------------------- Moody's Investors Service upgraded Summit Midstream Holdings, LLC's senior unsecured notes to B2 from B3. Moody's also affirmed Summit's B1 Corporate Family Rating, B1-PD Probability of Default Rating (PDR) and Speculative Grade Liquidity Rating (SGL) of SGL-3. Moody's revised Summit's outlook to positive from stable. Summit is an intermediate midstream holding company wholly owned by Summit Midstream Partners, LP (SMLP), a publicly-traded, growth-oriented master limited partnership (MLP). "Summit's positive outlook reflects the company's visible growth trajectory and its track record of using a good mix of equity and debt to successfully fund drop-down acquisitions incubated by its general partner," said Amol Joshi, Moody's Vice President. "Summit's growing revenue stream is primarily comprised of fee-based contracts, and in many cases supported by minimum volume commitments and acreage dedications." Rating Actions: Issuer: Summit Midstream Holdings, LLC -- Corporate Family Rating, Affirmed B1 -- Probability of Default Rating, Affirmed B1-PD -- Speculative Grade Liquidity Rating, Affirmed SGL-3 -- 7.50% senior unsecured notes due 2021, Upgraded to B2 (LGD5) from B3 (LGD5) -- 5.50% senior unsecured notes due 2022, Upgraded to B2 (LGD5) from B3 (LGD5) Outlook Actions Issuer: Summit Midstream Holdings, LLC -- Outlook, Revised to Positive from Stable RATINGS RATIONALE Summit's unsecured notes are rated B2, one notch below the company's B1 CFR, reflecting the priority claim of its $700 million revolver to the company's assets. Moody's believes that the B2 rating is more appropriate for the senior unsecured notes than the rating suggested by Moody's Loss Given Default Methodology because of anticipated EBITDA growth through future drop-down acquisitions and its potential financing with a greater proportion of unsecured debt. The positive outlook is based on Summit's visible growth trajectory, its good track record in managing such growth, and the relative stability of the company's existing cash flows. Moody's expect Summit to absorb additional drop-downs with a relatively conservative mix of debt and equity funding, as has been the case to date. Summit's B1 CFR reflects the relatively limited but growing scope of its operations as an operator of primarily natural gas gathering systems in North America, as well as the execution risk embedded in the company's growth strategy through drop-down acquisitions. Offsetting the still limited size and scale metrics are Summit's relatively conservative financial policies and low-risk business model in which over 90% of its revenue stream is derived from fee-based contracts, which in many cases is supported by minimum volume commitments (MVCs) and acreage dedications. Summit's SGL-3 Speculative Grade Liquidity Rating reflects its adequate liquidity profile over the next 12 months. Pro forma for the $255 million Polar & Divide System drop-down acquisition and the $35 million Stampede Lateral option exercise, which closed on May 18, 2015, as well as its recent equity offering which raised approximately $227 million of net proceeds, Summit would have had over $450 million of liquidity as of March 31, 2015. The $450 million of pro forma liquidity is comprised of approximately $12 million in cash and roughly $440 million of availability under Summit's $700 million secured revolving credit facility. The revolving credit facility has a maximum total leverage ratio covenant of 5.0x and a minimum interest coverage ratio requirement of 2.5x. As of March 31, 2015, Summit was in compliance with the revolving credit facility's financial covenants. An upgrade is possible when annual EBITDA is sustained over $200 million with leverage around 4.5x, including Moody's standard adjustments. A negative rating action or downgrade is unlikely in 2015 given Summit's projected adequate liquidity and growth prospects. However, a downgrade is possible if future drop-downs result in leverage exceeding 5.5x or if an aggressive growth strategy materially exposes the company to undue execution risk. The principal methodology used in these ratings was Global Midstream Energy published in December 2010. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Summit Midstream Holdings, LLC is an intermediate holding company wholly owned by Summit Midstream Partners, LP, which is headquartered in The Woodlands, Texas. Summit Midstream Holdings, LLC operates over 2,600 miles of primarily natural gas gathering systems in North America. SUPER BUY FURNITURE: Bankruptcy Court Issues Final Decree --------------------------------------------------------- Judge Enrique S. Lamoutte Inclan of the U.S. Bankruptcy Court for the District of Puerto Rico issued a final decree stating that the estate of Super Buy Furniture Inc. has been fully administered and that the deposit required by the plan has been distributed. Accordingly, Judge Inclan ordered the U.S. Trustee discharged and closed the Debtor's chapter 11 case. About Super Buy Furniture 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.  TENET HEALTHCARE: Completes USPI and Aspen Transactions ------------------------------------------------------- Tenet Healthcare Corporation has completed its joint venture transaction with Welsh, Carson, Anderson & Stowe that combines the short-stay surgery and imaging center assets of Tenet and United Surgical Partners International to create the leading U.S. short-stay surgery platform. "This joint venture significantly expands our ability to benefit from the growing demand for convenient, cost-efficient outpatient care and enhances our growth and earnings potential," said Trevor Fetter, Tenet's chairman and chief executive officer. "The new USPI is the largest provider of ambulatory surgery in the United States and the leading partner for physicians and not-for-profit health systems seeking to expand their ambulatory service offerings. We look forward to collaborating with USPI's outstanding management team to capitalize on the strategic and financial benefits of this joint venture, and working with USPI's 50 not-for-profit health system partners to provide patients across the country with high-quality care." As contemplated in the original agreement announced on March 23, 2015, Tenet contributed its interest in 49 ambulatory surgery centers and 20 imaging centers to the joint venture and refinanced approximately $1.5 billion of existing USPI debt, which will be allocated to the joint venture through an intercompany loan. Tenet also made an approximately $404 million payment to pre-existing USPI shareholders to align the respective valuations of the assets contributed to the joint venture. Tenet owns 50.1% of the new USPI and will consolidate USPI's financial results. Welsh Carson and the other existing shareholders in USPI own the remaining 49.9%. A pre-determined put-call structure provides a path to full ownership of USPI by Tenet over the next five years. Bill Wilcox will continue to lead USPI as chief executive officer and Brett Brodnax, president and chief development officer of USPI, will lead the company's strategy and growth efforts. Kyle Burtnett, senior vice president for outpatient services at Tenet, will join USPI as president of ambulatory services and take on the additional role of chief integration officer for the new venture. Following the combination, the new USPI now has more scale through its operation of 249 ambulatory surgery centers, 18 short-stay surgical hospitals and 20 imaging centers in 29 states, and is well-positioned to benefit from the growing demand for high quality and high value ambulatory solutions. The company will maintain the USPI brand, as well as USPI's innovative three-way partnership model with physicians and leading not-for-profit health systems. Tenet also completed its acquisition of Aspen Healthcare Ltd. from Welsh Carson for approximately $214 million. Aspen is a strong, growing network of nine well-capitalized private hospitals and clinics in the United Kingdom. Led by a well-established management team, Aspen gives Tenet a foothold in the attractive market for private healthcare services in the U.K. $900 Million Notes Issued On June 16, 2015, Tenet issued $900,000,000 in aggregate principal amount of floating rate senior secured notes due 2020 and assumed $1,900,000,000 in principal amount of 6.75% senior notes due 2023, issued by THC Escrow Corporation II on June 16, 2015. The Secured Notes were issued pursuant to an indenture, dated Nov. 6, 2001, between Tenet and The Bank of New York Mellon Trust Company, N.A., as successor trustee to The Bank of New York, as supplemented by a supplemental indenture, among Tenet, the guarantors party thereto, and the Trustee, dated June 16, 2015. The Secured Notes Indenture contains covenants that are similar to those in Tenet's existing secured notes supplemental indentures. Among other things, these covenants restrict Tenet's ability and the ability of its subsidiaries to: incur liens; provide subsidiary guarantees; consummate asset sales; enter into sale and lease-back transactions; or consolidate, merge or sell all or substantially all of their assets, other than in certain transactions between one or more of Tenet's wholly owned subsidiaries and Tenet. These restrictions, however, are subject to a number of important exceptions and qualifications. In particular, there are no restrictions on Tenet's ability or the ability of its subsidiaries to incur additional indebtedness, make restricted payments, pay dividends or make distributions in respect of capital stock, purchase or redeem capital stock, enter into transactions with affiliates or make advances to, or invest in, other entities. The Secured Notes Indenture also provides that the Secured Notes may become subject to redemption under certain circumstances, including a change of control of Tenet. In addition, Tenet may, at its option, redeem the Secured Notes in whole or in part at any time prior to June 15, 2016, at a redemption price equal to 100% of the principal amount of the Secured Notes being redeemed plus the applicable make-whole premium set forth in the Secured Notes Indenture, together with accrued and unpaid interest. From and after June 15, 2016, Tenet may, at its option, redeem the Secured Notes in whole or in part at the redemption prices specified in the Secured Notes Indenture. In connection with the issuance of the Secured Notes, Tenet also entered into an Exchange and Registration Rights Agreement, dated as of June 16, 2015, with Barclays Capital Inc. as representative of the other initial purchasers of the Secured Notes named therein. Pursuant to the Secured Notes Registration Rights Agreement, Tenet has agreed to use commercially reasonable efforts to register the Secured Notes with the SEC if the Secured Notes have not become freely tradable on or before the 380th day following June 16, 2015. Tenet used a portion of the proceeds of the Secured Notes to repay all loans outstanding under, and terminate, its interim loan agreement, dated as of March 23, 2015, among Tenet, the lenders from time to time party thereto and Barclays Bank PLC, as administrative agent. The Interim Loan Agreement provided for a 364-day secured term loan facility in the aggregate principal amount of $400,000,000, and the entire principal amount thereof was borrowed by Tenet. The loans and other obligations under the Interim Loan Agreement were guaranteed by, and secured by a junior pledge of the capital stock and other ownership interests of, certain of Tenet's domestic hospital subsidiaries on a junior lien basis with Tenet's existing senior secured notes pursuant to a separate Guaranty, dated as of March 23, 2015, among the guarantor parties thereto in favor of the Administrative Agent. Revised Outlook for 2015 to be Provided on August 3 Tenet plans to report its results for the second quarter ended June 30, 2015, after the market close on Monday, Aug. 3, 2015, and will host a conference call on the morning of Tuesday, Aug. 4, 2015. The company intends to incorporate the transactions with USPI and Aspen into its Outlook for 2015 at that time. 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. TRAVELPORT WORLDWIDE: Shareholders Re-elect Eight Directors ----------------------------------------------------------- Travelport Worldwide Limited held its 2015 annual general meeting on June 11, 2015, at which the shareholders: (1) re-elected Douglas M. Steenland, Gavin R. Baiera, Gregory Blank, Elizabeth L. Buse, Steven R. Chambers, Michael J. Durham, Douglas A. Hacker and Gordon A. Wilson as directors of the Company, with terms of one year expiring at the 2016 annual general meeting of shareholders; (2) ratified the appointment of Deloitte LLP as the Company's independent auditor for the fiscal year ending Dec. 31, 2015, and authorized the Audit Committee of the Board of Directors to determine the independent auditor's remuneration; (3) approved, on a non-binding advisory basis, the compensation of the Company's named executive officers; and (4) approved, on a non-binding advisory basis, that shareholders will have a non-binding advisory vote on the compensation of the Company's named executive officers every year. About Travelport Worldwide Travelport Worldwide Limited is a travel commerce platform providing distribution, technology, payment and other solutions for the global travel and tourism industry. As of March 31, 2015, the Company had $2.89 billion in total assets, $3.24 billion in total liabilities and a $354 million total deficit. * * * As reported by the TCR in March 2015, Standard & Poor's Ratings Services raised to 'B' from 'B-' its long-term corporate credit rating on U.K.-based travel services provider Travelport Worldwide Ltd. The rating action reflects Travelport's good operating performance in 2014. TRIMAS CORP: Moody's Corrects June 3 Ratings Release ---------------------------------------------------- Moody's Investors Services, on June 17, 2015, corrected its June 3, 2015 press release on TriMas Corporation as follows: In the debt list, changed "Speculative grade liquidity rating unchanged at SGL-2" to "Speculative grade liquidity rating at SGL-2" and added the following line just above: "The following ratings were affirmed." In the first sentence of the last paragraph of the Ratings Rationale section, changed the publication date of the principal methodology from July 2013 to July 2014. The revised release is as follows: Moody's Investors Service downgraded TriMas Corporation Corporate Family Rating (CFR) to Ba3 from Ba2, and its Probability of Default Rating to Ba3-PD from Ba2-PD. Concurrently, Moody's assigned Ba3 ratings to the company's $500 million senior secured revolving credit facility and its $275 million senior secured term loan A. Proceeds from the transaction will be used to repay existing borrowings and to capitalize TriMas following the separation of its business into two independent publicly-traded companies. Ratings on the TriMas' existing indebtedness will be withdrawn upon close of the transaction. The two companies will be comprised of packaging, aerospace, energy and engineered components ("TriMas") and towing, trailering and cargo management products ("Horizon Global Corporation" formerly known as "Cequent"). This concludes the review for downgrade that began on December 8, 2014. The rating outlook is stable. Issuer: TriMas Corporation and TriMas Company LLC. The following ratings were downgraded: Corporate Family Rating, downgraded from Ba2 to Ba3 Probability of Default Rating, downgraded from Ba2-PD to Ba3-PD The following ratings were confirmed: $575 million senior secured revolver due 2018, at Ba2 (LGD-3) $450 million senior secured term loan A due 2018, at Ba2 (LGD-3) The following ratings were assigned: $500 million senior secured revolver due 2020, assigned Ba3 (LGD-3) $275 million senior secured term loan A due 2020, assigned Ba3 (LGD-3) The following rating were affirmed: Speculative grade liquidity rating at SGL-2 Rating outlook, Stable RATINGS RATIONALE TriMas' Ba3 CFR reflects the smaller size of the company following the separation (approximately $925 million in pro forma revenues, down from $1.5 billion), the modest level of synergies among the retained businesses, and the potential for further portfolio rationalization actions that could include debt-financed acquisitions. The rating also recognizes that TriMas' operations remain vulnerable to cyclical downturns as evidenced by the difficult environment affecting its energy related businesses. Despite these challenges the company benefits from solid credit metrics for the Ba3 rating level, a healthy degree of product and end-market diversification, and the good competitive standing of its higher margin packaging and aerospace fastening businesses. Pro forma for the Cequent spin-off, we anticipate that Debt-to-EBITDA will approximate 3.3x on a Moody's adjusted basis. The rating outlook is stable, reflecting Moody's expectation that continued growth in the higher margin Packaging and Aerospace segments will mitigate weakness in energy-related markets. The stable outlook also incorporates expectations for a gradual improvement in operating margins and an absence of large debt-financed acquisitions in the next few quarters. The ratings would be considered for an upgrade if the company were to reduce debt such that Debt-to-EBITDA was sustained below 2.25x with operating margins consistently in the mid-teens and FCF/Debt comfortably in excess of 20%. Meaningful and sustained operating improvements in the Energy and Engineered segments would also be prerequisites for any upward rating action. The rating could be downgraded if Debt-to-EBITDA were remain above 3.25x on a sustained basis or if free cash flow generation were to weaken such that free cash flow as a % of debt was anticipated to remain below 7.5%. The ratings could also come under pressure if the Packaging or Aerospace segments were to experience a meaningful decline in earnings or if the Energy or Engineered Products segments were to experience further earnings erosion. Debt-financed acquisitions or shareholder friendly actions that result in materially weaker credit metrics that were inconsistent with the Ba3 rating category could also pressure the rating downward. TriMas Corporation is a diversified industrial manufacturer. The company is currently separating into two independent publicly-traded companies comprised of its packaging, aerospace, energy and engineered components segments ("TriMas") and towing, trailering and cargo management products ("Horizon Global Corporation"). Pro forma March 2015 revenues after adjusting for the spin-off are approximately $925 million. The principal methodology used in these ratings was Global Manufacturing Companies published in July 2014. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. TRINIDAD DRILLING: Moody's Says CanElson Deal is Credit Pos. ------------------------------------------------------------ Moody's says Trinidad Drilling Ltd.'s (Trinidad, Ba3 stable) acquisition of CanElson Drilling Inc. (CanElson, unrated) for C$505 million including the assumption of approximately C$36 million of debt, is credit positive for Trinidad since leverage is reduced as Trinidad assumes a minimal amount of debt and largely funds the transaction with equity. "We expect CanElson to contribute about C$50 million of annual EBITDA in 2015. The acquisition also helps increase Trinidad's size and scale in Canada," Moody's said. The principal methodology used in this rating/analysis was Global Oilfield Services Industry Rating Methodology published in December 2014. TWIN RINKS: Seeks Authority to Use CMBS Cash Collateral ------------------------------------------------------- Twin Rinks at Eisenhower, LLC, seeks authority from the U.S. Bankruptcy Court for the Eastern District of New York to use cash collateral securing its prepetition indebtedness from CMBS Venture Funding, LLC. Prior to the Petition Date, Darien Rowayton Bank made secured loans and advances to the Debtor in the sum of $5,250,000. The obligations, liabilities and indebtedness of the Debtor were assigned to CMBS, an affiliate of the Debtor, on or about June 2, 2015, and as of the Petition Date, total approximately $5,272,725. The CMBS Claim is secured by substantially all of the assets of the Debtor. As security for the prompt payment of the indebtedness of the Debtor, CMBS will be granted valid and perfected first priority security interests and liens, in and upon all now exiting and hereafter acquired property of the estate of the Debtor. The Debtor's counsel, Harold D. Jones, Esq., at Jones & Schwartz, P.C., in Carle Place, New York, tells the Court that the Debtor has an immediate and urgent need to obtain use of cash collateral to continue its operations. A lack of access to funds would irreparably diminish, if not destroy, the value of the Debtor's estate, Mr. Jones says. Indeed, without access to funds provided for in the Financing Order for use in the ordinary course, the Debtor may be forced to entirely shut down its business operations, Mr. Jones adds. About Twin Rinks Twin Rinks At Eisenhower, LLC, an East Meadow, New York-based ice skating rink operator and entertainment business, sought Chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Case No. 15-72466) on June 8, 2015, with plans to sell its business and its assets as a going concern. The Debtor disclosed $52.4 million in assets and $55.2 million in debt as of May 25, 2015. The Debtor tapped Jones & Schwartz, P.C., as counsel, and Greenspan Associates, CPAs, as accountants. TWIN RINKS: Seeks to Employ Getzler Henrich as Investment Bankers ----------------------------------------------------------------- Twin Rinks at Eisenhower, LLC, seeks authority from the U.S. Bankruptcy Court for the Eastern District of New York to employ Getzler Henrich & Associates LLC as its management and investment banking consultants. The professional services that Getzler Henrich is to render can be summarized, without limitation, as follows: (a) Assist with compliance with the reporting requirements of the Bankruptcy Code, Bankruptcy Rules and local rules, including but not limited to monthly operating reports, Schedules of Assets and Liabilities, and Statements of Financial Affairs; (b) Assist with the analysis and reconciliation of claims against the Debtor and other bankruptcy avoidance actions; (c) Assist the Debtor with the bankruptcy process to minimize costs associated with that process; (d) Preparation of memorandum; (e) Preparation of initial target list; (f) Review due diligence information currently available and gather additional information as needed; and (g) Solicit competitive offers and assist the Debtor in the final selection of an interested party. Getzler Henrich will charge the Estate for its services on an hourly basis in accordance with its ordinary and customary rates as in effect on the date services are rendered, and submits that these rates are reasonable. The following are the current hourly rates which Getzler Henrich charges for the legal services as professionals: Principals and Managing Directors $495 to $595 Directors and Specialists $385 to $550 Associate Professionals $160 to $385 Getzler Henrich will apply to the Court for allowance of compensation and reimbursement of expenses in accordance with applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Bankruptcy Rules and Orders of the Court. Mark Podgainy, a Managing Director of Getzler Henrich & Associates LLC, assures the Court that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Mr. Podgainy may be reached at: Mark Podgainy GETZLER HENRICH & ASSOCIATES LLC 295 Madison Ave, 20th Floor New York, NY 10017 Tel: (212) 697-2400 Email: mpodgainy@getzlerhenrich.com The employment application was filed by Harold D. Jones, Esq., at Jones & Schwartz, P.C., in Carle Place, New York. About Twin Rinks Twin Rinks At Eisenhower, LLC, an East Meadow, New York-based ice skating rink operator and entertainment business, sought Chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Case No. 15-72466) on June 8, 2015, with plans to sell its business and its assets as a going concern. The Debtor disclosed $52.4 million in assets and $55.2 million in debt as of May 25, 2015. The Debtor tapped Jones & Schwartz, P.C., as counsel, and Greenspan Associates, CPAs, as accountants. UNIVERSAL COOPERATIVES: Files Ch. 11 Plan of Liquidation -------------------------------------------------------- A hearing will be held before the Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the District of Delaware on July 22, 2015, at 10:30 a.m. (ET) to consider entry of an order, among other things, determining that the disclosure statement explaining Universal Cooperatives, Inc., et al.'s Chapter 11 Plan of Liquidation, contains "adequate information" within the meaning described in Section 1125 of the Bankruptcy Code and approving the Disclosure Statement. The Plan, which is co-proposed by the Official Committee of Unsecured Creditors, follows the sale of Bridon Cordage LLC's and Heritage Trading Company, LLC's assets, as well as certain of Universal's assets, to BCHU Acquisition LLC, for approximately $22,460,000, and Universal's Eagen, Minnesota headquarters to Gloria Real Estate Holdings for $3,800,000. The Plan is the result of extensive negotiations among the Debtors, the Committee, and the Pension Benefit Guaranty Corporation, the holder of the largest claims in the Debtors' Chapter 11 Cases. The Plan incorporates and implements various settlements to facilitate a successful liquidation of the Debtors' estates. Specifically, the Plan provides for the settlement of a number of potential issues, including substantive consolidation, and the allocation of the proceeds generated from the sales of certain assets. The Debtors, the Committee and PBGC agreed to these terms: * On account of claims asserted by the PBGC related to liens on foreign assets and unpaid postpetition funding contributions, PBGC is allowed an Administrative Expense Claim of $1,084,101, which claim will be paid in full on or prior to the Effective Date as follows: 50% from the Estate of Bridon and 50% from the Estate of Universal. * PBGC is allowed a General Unsecured Claim against each Debtor of $16,948,175, which amount is reduced dollar for dollar by the $1,084,101 PBGC Allowed Administrative Claim; and further reduced by an additional 10%, so that PBGC's Allowed General Unsecured Claim against each Debtor is $14,277,666, which amount is Allowed against each Debtor and paid pursuant to the immediate following sub-paragraph. * PBGC's $14,277,666 Allowed PBGC GUC Claims will recover pari passu the recovery percentage for holders of other Allowed non-PBGC General Unsecured Claims against Universal and Bridon, and holders of Allowed non-PBGC General Unsecured Claims against Heritage and UCPA will receive a recovery of up to and including 3% prior to the PBGC receiving any recovery from the Estates of Heritage and UCPA (the recovery percentage for PBGC for its Allowed PBGC GUC Claim against Heritage and UCPA to be determined); and upon such receipt of 3% by holders of Allowed non-PBGC General Unsecured Claims against Heritage and UCPA, all holders of Allowed General Unsecured Claims against Heritage and UCPA (including PBGC on account of its Allowed PBGC GUC Claims) will share on a pro rata basis in any additional recoveries. * PBGC will vote each of its Allowed PBGC GUC Claims against each Debtor in favor of Plan confirmation. * The Plan Settlement also provides for cross-debtor subsidies contributed from the Estates of Universal and Bridon in the amount of $515,00) to the Estates of Heritage and UCPA. The Settlement Subsidy is in full and complete resolution of issues related to substantive consolidation and will enhance the pro rata distributions to holders of Allowed General Unsecured Claims against Heritage and UCPA. The Debtors and Creditors' Committee estimate that $245,000 of the Settlement Subsidy will be allocated to Heritage and $270,000 to UCPA, but the precise allocation will be determined based on the sale of any remaining assets owned by UCPA and certain administrative liabilities of UCPA. The Plan provides for the following estimated range of recovery of holders of General Unsecured Claims: Est. Range of Cash Available for Est. Range Holders of GUCs of Recovery ------------------ ----------- Allowed GUCs Against Universal $500,000 - $1,794,446 1.6% - 5.7% Allowed GUCs Against Bridon $8,000,000 - $9,219,679 37.6% - 43.3% Allowed GUCs Against Heritage $150,000 - $274,310 1.7% - 3% Allowed GUCs Against UCPA $150,000 - $247,907 1.8% - 3% Allowed GUCs Against Agrilon $0 0% Allowed GUCs Against Pavalon $0 0% Objections, if any, to the approval of the Disclosure Statement must be filed no later than July 15. The Debtors request that the Confirmation Hearing be scheduled for Sept. 3 at 10:30 a.m. (ET) and the confirmation objection deadline for Aug. 27. A full-text copy of the Disclosure Statement, dated June 17, 2015, is available at http://bankrupt.com/misc/UCIds0617.pdf About Universal Cooperatives As an inter-regional farm supply cooperative, Universal Cooperatives, Inc. consolidates the purchasing power of its members to procure, and/or manufacture, and distribute high quality products at competitive prices. Universal has 14 voting members and over 50 associate members. Eagan, Minnesota-based Universal Cooperatives and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 14-11187) on May 11, 2014. The debtor-affiliates are Heritage Trading Company, LLC; Bridon Cordage LLC; Universal Crop Protection Alliance, LLC; Agrilon International, LLC; and zavalon, Inc. UCI do Brasil, a majority-owned subsidiary located in Brazil, is not a debtor in the Chapter 11 cases. The cases are assigned to Judge Mary F. Walrath. Universal Cooperatives disclosed $12.09 million in assets and $29.3 million in liabilities as of the Chapter 11 filing. The Debtors have tapped Travis G. Buchanan, Esq., Robert S. Brady, Esq., Andrew L. Magaziner, Esq., and Travis G. Buchanan, Esq., at Young Conaway Stargatt & Taylor, LLP; and Mark L. Prager, Esq., Michael J. Small, Esq., and Emil P. Khatchatourian, Esq., at Foley & Lardner LLP, as counsel; The Keystone Group, as financial advisor and Prime Clerk as notice and claims agent. Bank of America, N.A., as agent for the DIP Lenders, is represented by Daniel J. McGuire, Edward Kosmowski, Esq., and Gregory M. Gartland, Esq., at Winston & Strawn, LLP. The United States Trustee for Region 3 appointed seven members to the Official Committee of Unsecured Creditors, which is represented by Sharon Levine, Esq., Bruce S. Nathan, Esq., and Timothy R. Wheeler, Esq., at Lowenstein Sandler LLP, in Roseland, New Jersey; and Jamie L. Edmonson, Esq., and Daniel A. O'Brien, Esq., at Venable LLP, in Wilmington, Delaware. VCSA HOLDING: Moody's Assigns 'B3' CFR & Rates Unsec. Notes 'Caa2' ------------------------------------------------------------------ Moody's Investors Service assigned a B3 Corporate Family Rating ("CFR") and B3-PD Probability of Default Rating to VCSA Holding Corp., the Acquisition Sub formed to effectuate the acquisition by Veritas Capital of DAE Aviation Holdings, Inc. ("DAE"), the holding company of the operating business known as StandardAero. DAE is wholly-owned by Dubai Aerospace Enterprises Ltd. Concurrently, Moody's rated the company's proposed $925 million term loan B2 and $485 million senior unsecured notes Caa2. The ratings outlook is stable. The company intends to use the proceeds from the transaction together with a $150 million ABL facility ($20 million expected to be drawn at transaction close) and a $845 million equity contribution from Veritas Capital and its affiliates to finance the $2.1 billion acquisition of StandardAero from DAE as well as pay transaction fees and expenses and fund balance sheet cash. All pre-existing ratings at DAE Aviation Holdings, Inc., including the B2 CFR, remain under review for downgrade. The review was initiated on May 27, 2015 following the acquisition announcement. Moody's expects to withdraw all ratings at DAE Aviation Holdings, Inc. upon closing of the transaction. The following ratings were assigned to VCSA Holding Corp. (subject to Moody's review of final documents): Corporate Family Rating, at B3 Probability of Default Rating, at B3-PD Proposed $925 million term loan due, at B2, (LGD-3) Proposed $485 million unsecured notes, at Caa2 (LGD-5) Rating outlook: Stable RATINGS RATIONALE The B3 CFR is constrained by the company's very high financial leverage with last twelve months ended March 31, 2015 debt/EBITDA pro forma for the transaction of over 7.5 times (including Moody's standard adjustments). The high leverage reflects a high purchase price with an LTM transaction multiple of approximately 11.0 times. The ratings incorporate the expectation that the company will use anticipated free cash flow generation towards debt reduction over the next eighteen to twenty four months with leverage reduced to the 6.0 times range by the end of 2017. Counterbalancing the company's very high financial leverage is pro forma interest coverage of 1.5 times that is in line with a single-B rating level and Moody's expectation that the company will maintain a good liquidity profile. The ratings also consider qualitative factors such as the company's leading position in diverse end-markets including regional, business and military aviation segments as well as international exposure as approximately 20 percent of sales are generated abroad. A meaningful portion of the company's revenues are tied to long-term contracts contributing to a degree of revenue and operating margin stability. Moody's expects the company to deploy cash flow toward managing working capital swings inherent in the business while paying the additional interest expense associated with the transaction and prepaying elevated debt levels. The ratings anticipate that the company will be able to meet its expectation of continued positive free cash flow on an annual basis. DAE has a strong competitive position in a market with good long-term fundamentals and diversification across end markets, from commercial and business aviation to military applications and interior completions, as well as certifications and OEM authorizations, across a broad range of key aircraft engine platforms. In addition, increased aviation activity and favorable outsourcing trends should support modestly higher demand for DAE's maintenance, repair and overhaul ("MRO") services over the long-term. The ratings incorporate the expectation that regional airline aviation and business jet industry conditions will remain moderately positive over the intermediate term and that cost cutting actions will support the current positive operating trend. The stable outlook is based on the expectation that the company will de-leverage to the 6.5 times level within the next 18-24 months while maintaining a good liquidity profile. The ratings could be downgraded if Moody's comes to expect that financial leverage will not decline to the 6.5 time range or if free cash flow turns negative. The ratings would be pressured if the company experienced a material reduction in volumes from a significant customer. Any significant deterioration in liquidity or debt-financed acquisition or dividend distribution could also trigger a downgrade. Given the company's highly levered capital structure pro forma for the LBO, an upgrade is unlikely in the near term. If the company were to improve and sustain debt/EBITDA to below 6.0 times and continue to generate positive free cash flow while maintaining conservative financial policies, the ratings could be upgraded. The principal methodology used in these ratings was Global Aerospace and Defense Industry published in April 2014. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. VCSA Holding Corp. is the Acquisition Sub formed to effectuate the acquisition of DAE Aviation Holdings, Inc. ("DAE"). DAE Aviation Holdings, Inc. ("DAE" or "StandardAero") is a leading provider of aircraft engine maintenance, repair and overhaul ("MRO") and aircraft completion and modification services to the commercial, business, military and general aviation industries. Annual revenues total $1.7 billion, with approximately 80% of revenues generated in North America. DAE is headquartered in Scottsdale, Arizona and is wholly-owned by Dubai Aerospace Enterprises LTD ("DAE Dubai"). WAYNE COUNTY, MI: Asks State to Declare Financial Emergency ----------------------------------------------------------- Monica Davery, writing for The New York Times' DealBook, reported that Wayne County executive, Warren C. Evans, is asking the state of Michigan to declare a financial emergency to help shore up the struggling fiscal picture for the county, the state's most populous. According to the report, Mr. Evans described deficits over a matter of years in the county's general fund and an underfunded pension system as among the chief problems. If state officials agree to designate the county in an emergency, several outcomes are possible, including the installation of an emergency manager, the report noted. * * * The Troubled Company Reporter, on March 16, 2015, reported that Fitch Ratings has downgraded the ratings for the following Wayne County, Michigan bonds: -- $186.3 million limited tax general obligation (LTGO) bonds issued by Wayne County to 'B' from 'BB-'; -- $51.3 million building authority (stadium) refunding bonds, series 2012 (Wayne County LTGO) issued by Detroit/Wayne County Stadium Authority to 'B' from 'BB-'; -- $203.5 million building authority bonds issued by Wayne County Building Authority to 'B' from 'BB-'; -- Wayne County unlimited tax general obligation (ULTGO) (implied) to 'B' from 'BB'. On Feb. 10, 2015, the TCR reported that Moody's Investors Services has downgraded to Ba3 from Baa3 the rating on the general obligation limited tax (GOLT) debt of Wayne County, MI. The county has a total of $695 million of long-term GOLT debt outstanding, of which $336 million is rated by Moody's. An additional $302 million of short-term GOLT delinquent tax anticipation notes are outstanding. The outlook remains negative. The TCR, on Feb. 9, 2015, also reported that Fitch Ratings has placed the following Wayne County ratings on Rating Watch Negative: -- $190.9 million limited tax general obligation (LTGO) bonds issued by Wayne County 'BB-'; -- $54.9 million building authority (stadium) refunding bonds, series 2012 (Wayne County LTGO) issued by Detroit/Wayne County Stadium Authority 'BB-'; -- $207.2 million building authority bonds issued by Wayne County Building Authority 'BB-'; -- Wayne County unlimited tax general obligation (ULTGO) (implied) 'BB'. WESTMORELAND COAL: Presented at Barclays High Yield Conference -------------------------------------------------------------- Wetmoreland Coal Company made an investor presentation at Barclays High Yield Bond & Syndicated Loan Conference on June 12, 2015. The Company discussed about its recent accomplishments, contracts with high quality customers, 2015 guidance, et al. A copy of the Investor Presenation is available at http://is.gd/eWJyZB 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. [^] BOOK REVIEW: The Sorcerer's Apprentice - Medical Miracles ------------------------------------------------------------- Author: Sallie Tisdale Publisher: BeardBooks Softcover: 270 pages List Price: $34.95 Review by Henry Berry Order your own personal copy at http://is.gd/9SAfJR An earlier edition of "The Sorcerer's Apprentice" won an American Health Book Award in 1986. The book has been recognized as an outstanding book on popular science. Tisdale brings to her subject of the wide nd engrossing field of health and illness the perspective, as well as the special sympathies and sensitivities, of a registered nurse. She is an exceptionally skilled writer. Again and again, her descriptions of ill individuals and images of illnesses such as cancer and meningitis make a lasting impression. Tisdale accomplishes the tricky business of bringing the reader to an understanding of what persons experience when they are ill; and in doing this, to understand more about the nature of illness as well. Her style and aim as a writer are like that of a medical or science journalist for leading major newspaper, say the "New York Times" or "Los Angeles Times." To this informative, readable style is added the probing interest and concern of the philosopher trying to shed some light on one of the central and most unsettling aspects of human existence. In this insightful, illuminating, probing exploration of the mystery of illness, Tisdale also outlines the limits of the effectiveness of treatments and cures, even with modern medicine's store of technology and drugs. These are often called "miracles" of modern medicine. But from this author's perspective, with the most serious, life-threatening, illnesses, doctors and other health- care professionals are like sorcerer's trying to work magic on them. They hope to bring improvement, but can never be sure what they do will bring it about. Tisdale's intent is not to debunk modern medicine, belittle its resources and ways, or suggest that the medical profession holds out false hopes. Her intent is do report on the mystery of serious illness as she has witnessed it and from this, imagined what it is like in her varied work as a registered nurse. She also writes from her own experiences in being chronically ill when she was younger and the pain and surgery going with this. She writes, "I want to get at the reasons for the strange state of amnesia we in the health professions find ourselves in. I want to find clues to my weird experiences, try to sense the nature of being sick." The amnesia of health professionals is their state of mind from the demands placed on them all the time by patients, employers, and society, as well as themselves, to cure illness, to save lives, to make sick people feel better. Doctors, surgeons, nurses, and other health-care professionals become primarily technicians applying the wonders of modern medicine. Because of the volume of patients, they do not get to spend much time with any one or a few of them. It's all they can do to apply the prescribed treatment, apply more of it if it doesn't work the first time, and try something else if this treatment doesn't seem to be effective. Added to this is keeping up with the new medical studies and treatments. But Tisdale stepped out of this problem- solving outlook, can-do, perfectionist mentality by opting to spend most of her time in nursing homes, where she would be among old persons she would see regularly, away from the high-charged atmosphere of a hospital with its "many medical students, technicians, administrators, and insurance review artists." To stay on her "medical toes," she balanced this with working occasional shifts in a nearby hospital. In her hospital work, she worked in a neonatal intensive care unit (NICU), intensive care unit (ICU), a burn center, and in a surgery room. From this combination of work with the infirm, ill, and the latest medical technology and procedures among highly-skilled professionals, Tisdale learned that "being sick is the strangest of states." This is not the lesson nearly all other health-care workers come away with. For them, sick persons are like something that has to be "fixed." They're focused on the practical, physical matter of treating a malady. Unlike this author, they're not focused consciously on the nature of pain and what the patient is experiencing. The pragmatic, results-oriented medical profession is focused on the effects of treatment. Tisdale brings into the picture of health care and seriously-ill patients all of what the medical profession in its amnesia, as she called it, overlooks. Simply in describing what she observes, Tisdale leads those in the medical profession as well as other interested readers to see what they normally overlook, what they normally do not see in the business and pressures of their work. She describes the beginning of a hip-replacement operation, the surgeon "takes the scalpel and cuts--the top of the hip to a third of the way down the thigh--and cuts again through the globular yellow fat, and deeper. The resident follows with a cautery, holding tiny spraying blood vessels and burning them shut with an electric current. One small, throbbing arteriole escapes, and his glasses and cheek are splattered." One learns more about what is actually going on in an operation from this and following passages than from seeing one of those glimpses of operations commonly shown on TV. The author explains the illness of meningitis, "The brain becomes swollen with blood and tissue fluid, its entire surface layered with pus...The pressure in the skull increases until the winding convolutions of the brain are flattened out...The spreading infection and pressure from the growing turbulent ocean sitting on top of the brain cause permanent weakness and paralysis, blindness, deafness...." This dramatic depiction of meningitis brings together medical facts, symptoms, and effects on the patient. Tisdale does this repeatedly to present illness and the persons whose lives revolve around it from patients and relatives to doctors and nurses in a light readers could never imagine, even those who are immersed in this world. Tisdale's main point is that the miracles of modern medicine do not unquestionably end the miseries of illness, or even unquestionably alleviate them. As much as they bring some relief to ill individuals and sometimes cure illness, in many cases they bring on other kinds of pains and sorrows. Tisdale reminds readers that the mystery of illness does, and always will, elude the miracle of medical technology, drugs, and practices. Part of the mystery of the paradoxes of treatment and the elusiveness of restored health for ill persons she focuses on is "simply the mystery of illness. Erosion, obviously, is natural. Our bodies are essentially entropic." This is what many persons, both among the public and medical professionals, tend to forget. "The Sorcerer's Apprentice" serves as a reminder that the faith and hope placed in modern medicine need to be balanced with an awareness of the mystery of illness which will always be a part of human life. ********* 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 ***