/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/150629.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, June 29, 2015, Vol. 19, No. 180 Headlines 100 MONTADITOS: Unit Seeks Time to Cut Deal with Franchisees ALEXZA PHARMACEUTICALS: Stockholders Re-Elect Seven Directors ALISAL WATER: Fitch Affirms 'BB+' Rating on $6.5MM Taxable Bonds ALLEGIANT TRAVEL: S&P Raises CCR to 'BB', Outlook Stable ALLIED NEVADA: Court Okays Key Employee Incentive Program ALLIED NEVADA: Has OK to Sell Exploration Properties to Clover ALLIED NEVADA: Judge Extends Deadline to Remove Suits to Oct. 6 AMERICAN APPAREL: Annual Stockholders Meeting Set for July 16 AMERICAN APPAREL: Dov Charney Files Two More Lawsuits AMERICAN ENERGY - WOODFORD: Moody's Affirms 'Caa2' CFR AMERICAN ENERGY - WOODFORD: S&P Lowers CCR to 'SD', Off CreditWatch APPLIED MINERALS: Registers 51.9 Million Common Shares with SEC APX GROUP: S&P Affirms 'B' CCR & Revises Outlook to Negative ARCADIA INDUSTRIAL: Case Summary & 18 Largest Unsecured Creditors ARCH COAL: Unit Receives Imminent Danger Order ARCHDIOCESE OF MILWAUKEE: Says Charitable Gifts Not Estate Property ARCHDIOCESE OF MILWAUKEE: Says Clergy Fund Not Property of Estate ARKANSAS CITY: Moody's Cuts $22MM Lease Rental Bonds Rating to Caa1 ASHLAND INC: Moody's Assigns 'Ba1' to $1.1BB Unsecured Term Loan A BIOMET INC: S&P Raises Corp. Credit Rating From B+, Outlook Stable BION ENVIRONMENTAL: Report Affirms Need for Water Spending Change BOTANICAL REALTY: Hires David Carlebach as Counsel BPZ RESOURCES: 2015 Annual Shareholders' Meeting Held BRAND ENERGY: Bank Debt Trades at 2% Off CAESARS ENTERTAINMENT: 2017 Bank Debt Trades at 13% Off CAESARS ENTERTAINMENT: 2020 Bank Debt Trades at 6% Off CAESARS ENTERTAINMENT: Gets Approval of Deal With Credit Suisse CALMARE THERAPEUTICS: Awarded GSA Contract Extension CALMARE THERAPEUTICS: Posts $3.4 Million Net Loss for 2014 CALMARE THERAPEUTICS: Reports 2014 Year End Results COATES INTERNATIONAL: Registers 205 Million Common Shares with SEC COLT DEFENSE: Projects $20.7M Net Loss in April 5 Quarter CONSOLIDATED CONTAINER: S&P Alters Outlook to Neg, Affirms B- CCR CROWN MEDIA: Closes $425 Million Credit Facility DAEGIS INC: NASDAQ Extends Listing Compliance Period Until Oct. 12 DAYTON SUPERIOR: Moody's Assigns 'B2' Corporate Family Rating DREAMWORKS ANIMATION: S&P Lowers CCR to 'B-', Outlook Stable ERG INTERMEDIATE: Hires DLA Piper as Special Counsel EVERYWARE GLOBAL: Clinton Group No Longer Owns Shares FINJAN HOLDINGS: Stockholders Elect Two Directors FIRST DATA: Fitch Assigns 'BB/RR1' Rating on 2022 Sec. Term Loans FIRST NICKEL: Receives TSX Delisting Review Notice FORTESCUE METALS: Bank Debt Trades at 10% Off FRAC TECH: Bank Debt Trades at 16% Off FREESEAS INC: Effects Reverse Common Stock Split GENE CHARLES: Court Denies Motion to Sell West Lake Building GENIUS BRANDS: Appoints Michael Handelman as New CFO GLOBALSTAR INC: Issues 13.9M Common Shares to Terrapin & Hughes GREAT HANDS: Case Summary & 15 Largest Unsecured Creditors H.J. HEINZ: Fitch Raises Issuer Default Rating From 'BB-' HAMILTON SUNDSTRAND: Bank Debt Trades at 3% Off HIGH RIDGE: US Trustee Objects to Hiring of Bayshore as Banker HOSPITAL ACQUISITION: S&P Alters Outlook to Stable & Affirms B- CCR HYDROCARB ENERGY: KBM Reports 9.9% Stake as of June 26 IAC/INTERACTIVECORP: IPO No Impact on Moody's 'Ba1' CFR INTEGRATED FREIGHT: Posts $330,000 Net Loss in Dec. 31 Quarter ISTAR FINANCIAL: Tender Offer Commenced June 26 ITUS CORP: Effects a 1-for-25 Reverse Stock Split J. CREW: Debt Trades at 13% Off JACKSON HEWITT: Moody's Assigns 'B2' Corporate Family Rating JTS LLC: Can Use Northrim Bank Cash Collateral Until July 31 JTS LLC: Proposes to Employ David Bundy as Bankruptcy Counsel LATTICE INC: Stockholders Elect Five Directors LEE STEEL: Court Approves Conway MacKenzie as Committee Advisor LEE STEEL: Court OKs Hiring of Wolfson Bolton as Panel's Counsel LIFE PARTNERS: Court Extends Deadline to Remove Suits to Aug. 18 LOCAL CORP: Section 341 Meeting Scheduled for July 30 MANUEL MEDIAVILLA: Chapter 7 Conversion Bid Denied METALICO INC: First Amendment to Merger Agreement Filed METALICO INC: Total Merchant Reports 7.2% Stake as of June 15 MOLYCORP INC: Moody's Withdraws 'Ca' CFR Over Bankr. Filing MORGAN DREXEN: Judge Approves Closing Plan MORGAN HILL PARTNERS: Judge Approves $80,000 Unsecured Loan MUSCLEPHARM CORP: Names Ryan Drexler as Chairman MUSCLEPHARM CORP: Wynnefield Sells 400,000 Common Shares NEXT 1 INTERACTIVE: Changes Name to Monaker Group NEXT GENERATION: Case Summary & 20 Largest Unsecured Creditors NII HOLDINGS: Plan of Reorganization Declared Effective OCEAN RIG: Bank Debt Trades at 13% Off ORCKIT COMMUNICATIONS: Adds Proposed Sale to Meeting Agenda PARAGON OFFSHORE: Bank Debt Trades at 24% Off PEABODY ENERGY: Debt Trades at 16% Off PEABODY ENERGY: Moody's Cuts Corporate Family Rating to 'B3' PETERSBURG REGENCY: Burt Wants Disbursement of Insurance Proceeds PETERSBURG REGENCY: Fights LeClairRyan's Motion to Dismiss Case PHOTOMEDEX INC: Completes Sale of XTRAC and VTRAC Businesses PRESSURE BIOSCIENCES: Hires MaloneBailey as New Accountants PRINTPACK HOLDINGS: Plant Closure No Impact on Moody's B3 Rating RADIAN GROUP: Moody's Hikes Senior Unsecured Debt Rating to 'B1' RADIOSHACK CORP: Fights Salus' Bid to Convert Case to Ch. 7 RADIOSHACK CORP: Hello, RS Legacy Corporation! RADIOSHACK CORP: Judge Approves Protocols Protecting Customer Data REICHHOLD HOLDINGS: Sells 4 Surplus Properties for $5.135-Mil. RESEARCH SOLUTIONS: Elects Ex-Elsevier CEO John Regazzi to Board RITE AID: Completes Acquisition of EnvisionRx ROADRUNNER ENTERPRISES: Automatic Stay Lifted on Four Properties SAVANNA ENERGY: S&P Raises Rating on Sr. Unsecured Debt to 'B+' SEADRILL LTD: 2021 Bank Debt Trades at 22% Off SEANERGY MARITIME: Registers $200 Million Worth of Securities SEQUENOM INC: KPMG Replaces Ernst & Young as Auditors SIGA TECHNOLOGIES: Bankruptcy Filing Prompted Nasdaq Delisting SPIRE CORP: Issues $250,000 Promissory Note to Roger Little STAFFORD LOGISTICS: S&P Affirms 'B-' CCR, Outlook Stable STANDARD REGISTER: Committee Defends Retention of Professionals TALLGRASS OPERATIONS: Moody's Withdraws 'Ba3' CFR TH AGRICULTURE: Ruling Favors Insurers in Audit Right Suit TORNANTE-MDP JOE: S&P Revises Outlook to Stable & Affirms 'B' CCR TRANS-LUX CORP: Files Form S-1 Registration Statement with SEC TROCOM CONSTRUCTION: M&T Bank Balks at Surety Program Motion UNIVERSITY GENERAL: Donald Sapaugh Steps Down From Board VANTAGE DRILLING: 2017 Bank Debt Trades at 18% Off VANTAGE DRILLING: 2019 Bank Debt Trades at 30% Off VUZIX CORP: Stockholders Elect Five Directors WALTER ENERGY: Debt Trades at 49% Off WASHINGTON HEIGHTS: Case Summary & 5 Largest Unsecured Creditors WEST CORP: Closes Secondary Stock Offering and Share Repurchase WORLD SURVEILLANCE: Defaults on DeCarlo & La Jolla Settlements XZERES CORP: Reports $10.7 Million Net Loss for Fiscal 2015 ZIONS BANCORP: Moody's Assigns Ba1 Subordinated Debt Rating [*] Robert Burns Joins Deloitte's Advisory Practice as Director [^] BOND PRICING: For the Week from June 22 to 26, 2015 ********* 100 MONTADITOS: Unit Seeks Time to Cut Deal with Franchisees ------------------------------------------------------------ Jacqueline Palank, writing for Dow Jones' Daily Bankruptcy Review, reported that the U.S. arm of Spanish sandwich chain 100 Montaditos wants an extra month in bankruptcy so it can try to resolve a brewing battle with its former franchisees. According to the report, citing court papers, 100 M Holding Inc. is asking the U.S. Bankruptcy Court in Miami to extend its exclusive right to file a creditor-payment plan through Aug. 3. The Troubled Company Reporter, on March 6, 2015, reported that 14 U.S. subsidiaries of the much-lauded Spanish sandwich chain 100 Montaditos filed for Chapter 11 bankruptcy protection on March 4. According to the the TCR, the filing was presented to the U.S. Bankruptcy Court in Miami without explanation regarding how and whether the company plans to restructure under Chapter 11. The filing was signed by 100 Montaditos Chief Executive Francisco J. Cernuda, and the companies in bankruptcy are majority-owned by Restalia Group, the Spanish company that owns the international chain. ALEXZA PHARMACEUTICALS: Stockholders Re-Elect Seven Directors ------------------------------------------------------------- At an annual meeting of stockholders held on June 23, 2015, each of Thomas B. King, Kevin Buchi, Deepika R. Pakianathan, Ph.D., Leighton Read, M.D., Gordon Ringold, Ph.D., Isaac Stein and Joseph L. Turner was re-elected as a director of Alexza Pharmaceuticals, Inc. The stockholders of the Company approved the adoption of the 2015 Equity Incentive Plan, the 2015 Employee Stock Purchase Plan, and the 2015 Non-Employee Director Stock Award Plan. Lastly, the stockholders of the Company ratified the appointment of OUM & Co. LLP as the Company's independent registered public accounting firm for the Company's fiscal year ending Dec. 31, 2015. About Alexza Mountain View, California-based Alexza Pharmaceuticals, Inc., was incorporated in the state of Delaware on Dec. 19, 2000, as FaxMed, Inc. In June 2001, the Company changed its name to Alexza Corporation and in December 2001 became Alexza Molecular Delivery Corporation. In July 2005, the Company changed its name to Alexza Pharmaceuticals, Inc. The Company is a pharmaceutical development company focused on the research, development, and commercialization of novel proprietary products for the acute treatment of central nervous system conditions. Alexza Pharmaceuticals reported a net loss of $36.7 million in 2014 compared to a net loss of $39.6 million in 2013. As of March 31, 2015, the Company had $43.2 million in total assets, $94.8 million in total liabilities, and a $51.7 million total stockholders' deficit. Ernst & Young LLP, in Redwood City, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that the Company has recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. ALISAL WATER: Fitch Affirms 'BB+' Rating on $6.5MM Taxable Bonds ---------------------------------------------------------------- Fitch Ratings affirms these ratings for Alisal Water Corporation (Alco): -- $6.5 million of outstanding 2007A senior secured taxable bonds at 'BB+'; -- Issuer Default Rating at 'BB-'. The Rating Outlook is Stable. SECURITY The bonds are secured by a security interest in pledged collateral, which consists of all tangible and intangible assets owned by Alco. KEY RATING DRIVERS FINANCIALS NARROW BUT ADEQUATE: Alco's ratings reflect the utility's adequate but relatively weak financial metrics, including very low liquidity levels and modest cash flows. A rate base increase in 2011 improved Alco's financial profile from prior levels, but margins have weakened in recent years and are expected to remain limited in light of mandated statewide conservation requirements into at least the first part of 2016. FAVORABLE REGULATORY ENVIRONMENT: The California regulatory environment is relatively predictable and the utility has achieved rate relief as needed, although customer charges are somewhat high. LIMITED SERVICE AREA AND MANAGEMENT: The customer base is limited and includes a narrow economic profile and very high unemployment. Reflective of the size of operations, the number of employees is relatively small, although the executive team is well qualified. CAPITAL STRUCTURE TO CONTINUE: Capital needs are manageable, which should help to improve Alco's elevated debt-to-equity mix over time. LONG-TERM SUPPLY ADEQUACY: The utility provides an essential service and water supplies are sufficient to meet long-term demands. Drought conditions affecting the state have limited impact on Alco's own supplies despite mandated conservation requirements. RATING SENSITIVITIES USAGE DECLINES: Continued declines in sales volume could pressure operations and limit capital investment even with rate base offsets given the mismatch of revenue recovery. CAPITAL STRUCTURE: Improvement in Alco's capital structure would alleviate leverage concerns. REGULATORY FRAMEWORK: Unfavorable changes in California's regulatory environment that make it more difficult to achieve sufficient rate base adjustments to provide adequate financial margins would be viewed negatively. CREDIT PROFILE ADEQUATE BUT WEAK FINANCIAL PERFORMANCE; NEAR-TERM CHALLENGES Operating revenues were off nearly 3% for calendar 2014 as a result of a weak sales environment (water production was down 14%), spurred by calls for conservation by the Governor in light of the drought gripping the state. Alco cut routine operating expenses for the year to match the lost revenues but costs ended the year up about 4% in light of around $300,000 in contract work for pipe maintenance. Absent this charge, operating expenses would have been flat. Overall, 2014 EBITDA covered interest by 1.9x (down from 2.3x in 2013) and net revenues covered total debt service by 1.3x (down from 1.5x). Along with the slight weakening in operating results, cash flows from operations were down $200,000 from the prior year. As a result, Alco's return on equity (ROE) - per Fitch's calculation which includes interest costs - fell to under 3% from around 6% in 2013. Despite the weak cash flows the net positive operating results for the year allowed Alco to increase its liquidity slightly, with days cash rising to 15 in 2014 from 11 in 2013. Alco has prepared an updated forecast through 2019, which includes the impact of a state-mandated 24% cut in sales from the summer of 2015 through Feb. 2016. Much of Alco's lost sales revenues are expected to be recovered through various surcharges, although there is something of a timing delay in the revenue recovery which could lead to pressured operations if required reductions continue beyond Feb. 2016. On the expense side, Alco is forecasting essentially inflationary adjustments to operating expenses and no additional borrowings. Based on these assumptions, financial margins will remain tight but adequate at the current rating level, with EBITDA coverage of interest expected to be above 2.1x and total debt service coverage anticipated to approach or exceed 1.4x. DEBT PROFILE REMAINS ELEVATED BUT IMMEDIATE CAPITAL NEEDS MODEST For 2014, Alco's debt relative to equity improved marginally to 72% from 74% the year prior as a result of amortization of existing debt and lack of new borrowings. Debt-to-EBITDA weakened for the year, though, on the softer financial results, rising to 6.6x from 5.3x in 2013. The system's elevated debt profile continues to be a major credit factor. However, incremental improvement in the system's debt profile is expected over the near term given no additional borrowings are planned through the forecast period and amortization of existing debt will continue to occur. Overall, Alco's capital needs are expected to be limited through the fiscal 2019 forecast and consist essentially of ongoing renewal and repair of assets as they become necessary, with such costs paid from surplus net revenues. ALLEGIANT TRAVEL: S&P Raises CCR to 'BB', Outlook Stable -------------------------------------------------------- Standard & Poor's Ratings Services said that it has raised its corporate credit rating on Las Vegas-based Allegiant Travel Co. to 'BB' from 'BB-'. The outlook is stable. At the same time, S&P raised its issue-level rating on the company's senior unsecured notes to 'BB' from 'BB-'. S&P's '4' recovery rating on the notes remains unchanged, indicating S&P's expectation that lenders would receive average recovery (30%-50%; higher end of the range) in the event of a payment default. "Our rating on Allegiant reflects the company's relatively small market share in the U.S. airline industry, the high risk and cyclical nature of the airline industry, and the company's low operating cost structure," said Standard & Poor's credit analyst Tatiana Kleiman. "Our rating also incorporates the company's financial profile, which remains better than those of many other U.S. airlines that we rate." The stable outlook reflects S&P's expectation that Allegiant's financial risk profile will remain relatively consistent through 2016, though greater-than-expected shareholder rewards could increase its leverage above our expectations. S&P could lower its rating on the company if its earnings and cash flow are weaker than S&P expects due to higher-than-expected fuel prices, weak demand and pricing, or if Allegiant undertakes greater-than-expected shareholder rewards, causing its FFO-to-debt ratio to decline below 35% on a sustained basis. S&P believes that an upgrade is unlikely over the next year based on the company's limited market position and narrow business model, which S&P don't expect to change significantly. Still, over the longer-term, S&P could raise the rating if it revises its assessment of Allegiant's business risk profile to "fair" and the company maintains a business risk profile that S&P considers intermediate or better. ALLIED NEVADA: Court Okays Key Employee Incentive Program --------------------------------------------------------- The Hon. Mary F. Walrath of the U.S. Bankruptcy Court of the District of Delaware has approved Allied Nevada Gold Corp., et al.'s key employee incentive program. The Debtors are authorized to implement the KEIP, including by making payments to or on behalf of key employees in an amount not to exceed $1.396 million. On May 11, 2015, the Debtors asked the Court to approve the KEIP, saying that their ability to maintain their business operations, maximize the value of their assets and maximize stakeholder recoveries through a successful and expedient restructuring process hinges on their ability to retain and incentivize key employees during this critical period. The Debtors sought to implement a postpetition incentive program to motivate certain non-insider key employees to advance the Debtors' business and restructuring goals during the pendency of the Chapter 11 cases. The KEIP divides the participating employees into two tiers: (i) nine noninsider employees that have a significant impact on the Debtors' short-term operational performance and the Debtors' ability to achieve certain strategic goals and (ii) 86 non-insider employees who have an impact on the Debtors' short-term operational performance. The KEIP is narrowly tailored to incentivize only those employees that are able to directly impact the Debtors' business and restructuring goals. Less than 25% of the Debtors' employees are eligible to participate in the KEIP. More information on the KEIP is available for free at: http://is.gd/So6c89 About Allied Nevada Allied Nevada Gold Corp. ("ANV"), a Delaware corporation, is a publicly traded 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. * * * Allied Nevada Gold Corp., et al.'s plan of reorganization incorporates the terms of the prepetition plan support agreement reached by the Debtors with holders of at least 67% of the aggregate outstanding principal amount of the Notes and 100% of the Holders of Secured ABL Claims and Secured Swap Claims. Pursuant to the plan support agreement, each Holder of an Allowed Secured ABL Claim will receive (i) its Pro Rata share of the Secured ABL/Swap Cash Payments not made prior to the Effective Date and (ii) an amount of New First Lien Term Loans in an aggregate principal amount equal to (A) the amount of allowed claims pursuant to Section 2.7(b) of the Plan minus (B) the amount paid in cash in respect of the Secured ABL Claims pursuant to clause (i) of Section 2.7(c) of the Plan. In addition, for the avoidance of doubt, any unpaid amounts owed to the holders of Secured ABL Claims pursuant to Section 11 of the DIP Facility Order will be due and payable in cash on the Effective Date. A full-text copy of the Disclosure Statement dated April 24, 2015, is available at http://bankrupt.com/misc/ALLIEDds0424.pdf ALLIED NEVADA: Has OK to Sell Exploration Properties to Clover -------------------------------------------------------------- The Hon. Mary F. Walrath of the U.S. Bankruptcy Court of the District of Delaware entered an order approving the sale of Allied Nevada Gold Corp., et al.'s exploration properties to Clover Nevada LLC, free and clear of liens, claims, interests and encumbrances. A copy of the order and the approved Asset Purchase Agreement is available for free at http://is.gd/dI1Efc Among other things, the assets to be acquired include: (a) all real property rights and interests, mining claims, mining leases or concessions; (b) all water rights, surface use rights, access rights or agreements, easements and rights of way, tunnels, drifts, power lines, pipelines and roads used or held for the use by the Debtors primarily in connection with the exploration properties; (c) all contracts that are executory and unexpired as of the closing date; (d) all permits primarily used or requred for the ownership or operation of the acquired assets; (e) the royalty or similar interests held by the Debtors; (f) all rights to receive rental payments or other charges, in each case, to the extent arising under the terms of the assumed contracts, for a purchase price that is the aggregate consideration that is the sum of (a) $17.5 million and (b) the amount not to exceed $65,000 that the Debtors have posted in respect of any seller security that is transferred to the Buyer. The Buyer will assume (a) all liabilities arising after the closing out of or relating to the acquired assets or arising after the closing out of or relating to the Buyer's ownership or operation of the acquired assets; (b) all liabilities under each of the assumed contracts that arise after or relate to the period from and after the closing and for the cure amounts; (c) 50% of any liabilities for transfer taxes arising with respect to the transactions contemplated by this agreement, if any; and (d) liabilities occurring or accruing before or after the closing date (i) arising under or associated with noncompliance with environmental laws, the environmental condition of any acquired assets as of the closing date or the failure to undertake or complete reclamation obligations required as of the closing date; (ii) arising under the Federal Mine Safety and Health Act of 1977; and (iii) assessed by the United States Department of Labor's Mine Safety and Health Administration, in each case, whether relating to pre-closing or post-closing operations or ownership of the acquired assets, in each case. On June 5, 2015, the Debtors entered into the Asset Purchase Agreement dated April 27, 2015, with the Buyer, as the stalking horse bidder, to sell the Debtors' exploration properties and related assets, subject to the submission of higher or better offers in an auction process. The Court approved the bidding procedures on April 24, 2015. The deadline for the submission of qualified bids was June 12, 2015, at 5:00 p.m. (prevailing Eastern Time). An auction was set for June 15, 2015 at 10:00 a.m. (prevailing Eastern Time). The auction was canceled because the bid deadline had passed and the Debtors did not receive any qualified bids for the assets other than the stalking horse bid. The stalking horse bid was named the successful bid. The Official Committee of Equity Security Holders already withdrew its objection to the sale, saying that it could neither negotiate an alternate structure to the proposed transaction nor devise an alternative sale process that could assure a recovery for the estates that would be greater than the recovery that will result from the proposed transaction. The Equity Committee had said in its objection that the Debtors failed, among other things, to provide any evidence of the value of the assets. The Equity Committee had expressed its concerns about the proposed $17.5 million purchase price for the assets given the limited information available with respect to the value of the assets. About Allied Nevada Allied Nevada Gold Corp. ("ANV"), a Delaware corporation, is a publicly traded 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. * * * Allied Nevada Gold Corp., et al.'s plan of reorganization incorporates the terms of the prepetition plan support agreement reached by the Debtors with holders of at least 67% of the aggregate outstanding principal amount of the Notes and 100% of the Holders of Secured ABL Claims and Secured Swap Claims. Pursuant to the plan support agreement, each Holder of an Allowed Secured ABL Claim will receive (i) its Pro Rata share of the Secured ABL/Swap Cash Payments not made prior to the Effective Date and (ii) an amount of New First Lien Term Loans in an aggregate principal amount equal to (A) the amount of allowed claims pursuant to Section 2.7(b) of the Plan minus (B) the amount paid in cash in respect of the Secured ABL Claims pursuant to clause (i) of Section 2.7(c) of the Plan. In addition, for the avoidance of doubt, any unpaid amounts owed to the holders of Secured ABL Claims pursuant to Section 11 of the DIP Facility Order will be due and payable in cash on the Effective Date. A full-text copy of the Disclosure Statement dated April 24, 2015, is available at http://bankrupt.com/misc/ALLIEDds0424.pdf ALLIED NEVADA: Judge Extends Deadline to Remove Suits to Oct. 6 --------------------------------------------------------------- U.S. Bankruptcy Judge Mary Walrath has given Allied Nevada Gold Corp. until Oct. 6, 2015, to file notices of removal of lawsuits involving the company and its affiliates. About Allied Nevada Allied Nevada Gold Corp. ("ANV"), a Delaware corporation, is a publicly traded 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. * * * Allied Nevada Gold Corp., et al.'s plan of reorganization incorporates the terms of the prepetition plan support agreement reached by the Debtors with holders of at least 67% of the aggregate outstanding principal amount of the Notes and 100% of the Holders of Secured ABL Claims and Secured Swap Claims. Pursuant to the plan support agreement, each Holder of an Allowed Secured ABL Claim will receive (i) its Pro Rata share of the Secured ABL/Swap Cash Payments not made prior to the Effective Date and (ii) an amount of New First Lien Term Loans in an aggregate principal amount equal to (A) the amount of allowed claims pursuant to Section 2.7(b) of the Plan minus (B) the amount paid in cash in respect of the Secured ABL Claims pursuant to clause (i) of Section 2.7(c) of the Plan. In addition, for the avoidance of doubt, any unpaid amounts owed to the holders of Secured ABL Claims pursuant to Section 11 of the DIP Facility Order will be due and payable in cash on the Effective Date. A full-text copy of the Disclosure Statement dated April 24, 2015, is available at http://bankrupt.com/misc/ALLIEDds0424.pdf AMERICAN APPAREL: Annual Stockholders Meeting Set for July 16 ------------------------------------------------------------- American Apparel, Inc. has indicated in its definitive proxy statement filed with the Securities and Exchange Commission that its 2015 annual meeting of stockholders will be held on Thursday, July 16, 2015, at 9:00 am Central Time at the Chicago office of Skadden, Arps, Slate, Meagher & Flom LLP, 155 N. Wacker Dr., Chicago, IL 60606. Stockholders of American Apparel who held shares as of the close of business on the record date, June 15, 2015, are entitled to receive notice of and vote at the annual meeting. About American Apparel American Apparel is a vertically-integrated manufacturer, distributor, and retailer of branded fashion basic apparel based in downtown Los Angeles, California. As of Sept. 30, 2014, American Apparel had approximately 10,000 employees and operated 245 retail stores in 20 countries including the United States and Canada. American Apparel also operates a global e-commerce site that serves over 60 countries worldwide at http://www.americanapparel.com. In addition, American Apparel operates a leading wholesale business that supplies high quality T-shirts and other casual wear to distributors and screen printers. Amid liquidity problems and declining sales, American Apparel in early 2011 reportedly tapped law firm Skadden, Arps, Slate, Meagher & Flom and investment bank Rothschild Inc. for advice on a restructuring. In April 2011, American Apparel said it raised $14.9 million in rescue financing from a group of investors led by Canadian financier Michael Serruya and private equity firm Delavaco Capital Corp., allowing the casual clothing retailer to meet obligations to its lenders for the time being. Under the deal, the investors were buying 15.8 million shares of common stock at 90 cents apiece. The deal allows the investors to purchase additional 27.4 million shares at the same price. American Apparel reported a net loss of $68.8 million in 2014, a net loss of $106 million in 2013 and a net loss of $37.3 million in 2012. As of March 31, 2015, the Company had $271 million in total assets, $416 million in total liabilities and a $144 million total stockholders' deficit. * * * The TCR reported on Nov. 21, 2013, that Moody's Investors Service downgraded American Apparel Inc.'s corporate family rating to Caa2. The clothing retailer's probability of default was also lowered one level and the outlook is negative. As reported by the TCR on Sept. 2, 2014, Standard & Poor's Ratings Services lowered its corporate credit rating on Los Angeles-based American Apparel Inc. to 'CCC-' from 'CCC'. The outlook is negative. AMERICAN APPAREL: Dov Charney Files Two More Lawsuits ----------------------------------------------------- American Apparel, Inc., disclosed in a document filed with the Securities and Exchange Commission that Dov Charney, the Company's former chief executive officer, filed two additional lawsuits. Mr. Charney filed a lawsuit on June 19 in the Superior Court of the State of California (Case No. BC 585664) against the Company and a former director of the Company, alleging defamation, false light, intentional interference with actual and prospective economic relations, and a violation of California's unfair competition law. On June 24, Mr. Charney also filed a lawsuit in the Superior Court of the State of California (Case No. BC 586119) against the Company, Standard General, L.P. and related entities, certain former and current directors of the Company, and the former chief financial officer of the Company, alleging claims for securities fraud in violation of California Corporations Code Section 25401, intentional and negligent misrepresentation, breach of fiduciary duty, fraud in the inducement, conspiracy, intentional and negligent infliction of emotional distress, and declaratory judgment. The Company believes that both lawsuits' claims are without merit and intends to vigorously dispute the validity of the claims. However, the Company said it is unable to predict the financial outcome of these matters at this time, and any views formed as to the viability of the claims or the financial exposure that could result may change from time to time as the matters proceed through their respective courses. Should either of these matters be decided against the Company, the Company could incur liability and suffer reputational harm. About American Apparel American Apparel is a vertically-integrated manufacturer, distributor, and retailer of branded fashion basic apparel based in downtown Los Angeles, California. As of Sept. 30, 2014, American Apparel had approximately 10,000 employees and operated 245 retail stores in 20 countries including the United States and Canada. American Apparel also operates a global e-commerce site that serves over 60 countries worldwide at http://www.americanapparel.com. In addition, American Apparel operates a leading wholesale business that supplies high quality T-shirts and other casual wear to distributors and screen printers. Amid liquidity problems and declining sales, American Apparel in early 2011 reportedly tapped law firm Skadden, Arps, Slate, Meagher & Flom and investment bank Rothschild Inc. for advice on a restructuring. In April 2011, American Apparel said it raised $14.9 million in rescue financing from a group of investors led by Canadian financier Michael Serruya and private equity firm Delavaco Capital Corp., allowing the casual clothing retailer to meet obligations to its lenders for the time being. Under the deal, the investors were buying 15.8 million shares of common stock at 90 cents apiece. The deal allows the investors to purchase additional 27.4 million shares at the same price. American Apparel reported a net loss of $68.8 million in 2014, a net loss of $106 million in 2013 and a net loss of $37.3 million in 2012. As of March 31, 2015, the Company had $271 million in total assets, $416 million in total liabilities and a $144 million total stockholders' deficit. * * * The TCR reported on Nov. 21, 2013, that Moody's Investors Service downgraded American Apparel Inc.'s corporate family rating to Caa2. The clothing retailer's probability of default was also lowered one level and the outlook is negative. As reported by the TCR on Sept. 2, 2014, Standard & Poor's Ratings Services lowered its corporate credit rating on Los Angeles-based American Apparel Inc. to 'CCC-' from 'CCC'. The outlook is negative. AMERICAN ENERGY - WOODFORD: Moody's Affirms 'Caa2' CFR ------------------------------------------------------ Moody's Investors Service affirmed American Energy -- Woodford, LLC's (AEW) Caa2 Corporate Family Rating (CFR) and revised the Probability of Default Rating (PDR) to Caa2-PD/LD from Ca-PD. Moody's affirmed the second lien notes' Caa3 rating and raised the Speculative Grade Liquidity Rating to SGL-3 from SGL-4. The rating outlook remains stable. Moody's withdrew the assigned rating on AEW's senior unsecured notes due 2022 since substantially all of those notes have been redeemed. Moody's considers the exchange of AEW's $339.7 million senior unsecured notes for approximately $237.6 million second lien notes as a distressed exchange for its senior unsecured debt, which is an event of default under Moody's definition of default. Moody's appended the revised Caa2-PD PDR with an "/LD" designation indicating limited default, which will be removed three business days thereafter. Rating Actions: Issuer: American Energy -- Woodford, LLC Corporate Family Rating (Local Currency), Affirmed Caa2 Probability of Default Rating, Revised to Caa2-PD/LD from Ca-PD Speculative Grade Liquidity Rating, Raised to SGL-3 from SGL-4 Senior Secured Second Lien Notes, Affirmed Caa3 (LGD4) Ratings Withdrawn: Issuer: American Energy -- Woodford, LLC Senior Unsecured Notes at Ca (LGD 6) Outlook Actions: Issuer: American Energy -- Woodford, LLC Outlook, Remains Stable RATINGS RATIONALE AEW announced the closing of its offering to exchange second lien notes for its existing senior notes at 70% of face value, including a 5% Early Participation Consideration for existing notes tendered as of June 8, 2015. The second lien notes interest expense will be payable-in-kind (PIK) for three years and the second lien notes will mature in 2020. This transaction results in meaningful upfront debt reduction and reduced cash interest payments, however much of the debt reduction will be reversed by the end of 2016 because of accrual of PIK interest and planned negative free cash flow under its development program funded on the revolver. AEW's Caa2 CFR reflects the risks of AEW's still high financial leverage following the exchange, limited production volumes and reduced cash flows owing to low commodity prices. AEW's business plan has execution risk as it plans to outspend cash flow and ramp up capital expenditures, to grow its production from a small base. The company's leverage metrics, production volumes and retained cash flow metrics could improve over time if the business plan is effectively executed, which could lead to a more sustainable capital structure and positive ratings momentum. The second lien notes are rated Caa3, one notch below AEW's CFR, reflecting the credit facility's priority claim over the second lien notes under Moody's Loss Given Default Methodology. The rating on the remaining $10.3 million of senior unsecured notes was withdrawn. The stable outlook reflects the company's adequate liquidity following completion of its exchange offer, its entry into a new $140 million borrowing base credit facility, and a $100 million equity contribution from its private equity sponsor, The Energy & Minerals Group, and other parties. AEW's SGL-3 Speculative Grade Liquidity Rating reflects its adequate liquidity profile over the next 12 months. As a result of these transactions, AEW has over $50 million in cash and full availability under its $140 million borrowing base revolving credit facility. The credit facility matures on December 31, 2018. Financial covenants under the facility include, pro forma for the exchange offer, Senior Net First Lien Debt / EBITDAX of no more than 3.0x and EBITDAX / Cash Interest of no less than 3.0x. We expect the company to comply with these covenants through mid-2016. Ratings could be downgraded if the company's liquidity deteriorates or production volumes decline significantly. Ratings could be upgraded if production growth is achieved at competitive costs and retained cash flow to debt is sustained above 10%, combined with adequate liquidity. American Energy - Woodford, LLC is an independent exploration & production company headquartered in Oklahoma City, Oklahoma. AMERICAN ENERGY - WOODFORD: S&P Lowers CCR to 'SD', Off CreditWatch ------------------------------------------------------------------- Standard & Poor's Ratings Services, on June 25, 2015, lowered its corporate credit rating on Oklahoma City-based American Energy – Woodford LLC (AEW) to 'SD' (selective default) from 'CC'. At the same time, S&P lowered its issue-level rating on the company's unsecured notes to 'D' from 'C'. S&P removed all ratings from CreditWatch, where it placed them with negative implications on May 27, 2015. "The downgrade follows AEW's announcement that it has completed its previously-announced debt-for-debt exchange," said Standard & Poor's credit analyst Carin Dehne-Kiley. Holders of 97% of the company's $350 million 9% unsecured notes due 2022, equating to approximately $339.7 million of aggregate principal, received $237.6 million in aggregate principal of new 12% second-lien notes due 2020. Because the holders of the unsecured notes received less than par, S&P views the transaction as a distressed exchange. At the same time, AEW received $100 million in equity contributions from its financial sponsors (Energy & Minerals Group, management, and certain affiliates of management) and entered into a new revolving credit facility with a borrowing base of $140 million. S&P expects to review the corporate credit ratings and issue-level ratings under the new capital structure over the next few days. S&P's analysis will incorporate the company's improved leverage and liquidity position, while taking into account the challenging operating environment. APPLIED MINERALS: Registers 51.9 Million Common Shares with SEC --------------------------------------------------------------- Applied Minerals, Inc. filed a Form S-1 registration statement with the Securities and Exchange Commission relating to the offer and sale of: * Up to 40,931,093 shares of common stock, par value $.001 issuable on conversion of 10% PIK-Election Convertible Notes due 2018 issued on Nov. 3, 2014. 21,574,441 of those Shares were issuable as of the issue date on the conversion of the Series A Notes. Payment-in-kind interest is interest paid by increasing the principal of the Series A Notes. 19,356,652 shares is the maximum number of additional shares that may be issued on conversion of Series A Notes. This number assumes that the Company elects to pays only payment-in-kind interest (not cash) and immediately prior to the 2018 maturity date, the maturity date to be extended from 2018 to 2023, the interest rate is lowered to 1% and the conversion price is reduced by $.10, all in accordance with the terms of the Notes. Given the Company's financial condition, it is likely that interest payments will be made only in the form of payment-in-kind. * 10,000,000 already outstanding shares of Common Stock issued on Dec. 22, 2011. * 1,015,086 shares issued as Liquidated Damages pursuant to the Section 2c of the Registration Rights Agreement of the Series A Notes. The Company's Common Stock is quoted on the OTCBB under the symbol "AMNL." On June 19, 2015, the closing bid quotation of the Company's Common Stock was $ 0.56. A full-text copy of the prospectus is available for free at: http://is.gd/x2FwxT About Applied Minerals New York City-based Applied Minerals, Inc. (OTC BB: AMNL) is a leading global producer of halloysite clay used in the development of advanced polymer, catalytic, environmental remediation, and controlled release applications. The Company operates the Dragon Mine located in Juab County, Utah, the only commercial source of halloysite clay in the western hemisphere. Halloysite is an aluminosilicate clay that forms naturally occurring nanotubes. Applied Minerals reported a net loss of $10.3 million in 2014, a net loss of $13.06 million in 2013 and a net loss of $9.73 million in 2012. As of Dec. 31, 2014, the Company had $18.5 million in total assets, $26 million in total liabilities, and a $7.51 million total stockholders' deficit. APX GROUP: S&P Affirms 'B' CCR & Revises Outlook to Negative ------------------------------------------------------------ Standard & Poor's Ratings Services said it affirmed its 'B' corporate credit rating on Provo, Utah-based APX Group Holdings Inc. (Vivint) and revised the rating outlook to negative from stable. At the same time, S&P affirmed its 'B' issue-level rating on the company's $925 million senior secured notes due 2019, with a recovery rating of '4', indicating that lenders could expect average (30% to 50%, in the upper half of the range) recovery in the event of a payment default. S&P also affirmed its 'CCC+' issue-level rating on the company's $930 million senior unsecured notes due 2020, with a recovery rating of '6', indicating that lenders could expect negligible (0% to 10%) recovery in the event of a payment default. "The outlook revision to negative from stable reflects Vivint's very high ongoing adjusted leverage and weak cash flow from operations, and our expectation that those trends are likely to continue," said Standard & Poor's credit analyst Kenneth Fleming. "We estimate that the company's internally generated cash flow has not been sufficient to offset the cost to replace accounts attrition," he added. An alarm monitoring company's ability to offset accounts attrition costs is critical given the high level of attrition in the industry. S&P's corporate credit rating reflects a "weak" business risk profile and a "highly leveraged" financial risk profile. The "weak" business risk profile reflects Vivint's position as one of the largest mid-tier residential alarm monitoring companies in North America. The financial risk assessment reflects expectations of negative free operating cash flow over the next two years as the company continues to grow its subscriber base. The negative outlook reflects Vivint's very high adjusted leverage, significant expenditures to grow its subscriber base, and weak cash flow from operations over the last year. S&P could lower the rating if an increase in attrition, higher subscriber acquisition costs, or continued weak cash flow from operations results in internally generated cash flow that is not sufficient to offset S&P's estimate of the cost to replace attrition. S&P estimates about $70 million of internally generated cash flow from operations would offset attrition costs in 2015 (which assumes 12.5% attrition, a creation multiple of 30x, and expensed subscriber acquisition costs of about $130 million). S&P may also lower the rating if the company incurs materially more debt to fund growth. S&P could revise the outlook to stable if the company can demonstrate that internally generated cash flow is sufficient to offset accounts attrition while maintaining below industry average subscriber acquisition multiples and attrition rates. ARCADIA INDUSTRIAL: Case Summary & 18 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Arcadia Industrial Corp. PO Box 161 Glen Campbell, PA 15742-0161 Case No.: 15-70458 Nature of Business: Manufacturing Chapter 11 Petition Date: June 26, 2015 Court: United States Bankruptcy Court Western District of Pennsylvania (Johnstown) Judge: Hon. Jeffery A. Deller Debtor's Counsel: Gary V. Skiba, Esq. YOCHIM, SKIBA & NASH 345 West 6th St. Erie, PA 16507 Tel: 814-454-6345 Fax: 814-456-6603 Email: gskiba@yochim.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Timothy Shiock, president. A list of the Debtor's 18 largest unsecured creditors is available for free at http://bankrupt.com/misc/pawb15-70458.pdf ARCH COAL: Unit Receives Imminent Danger Order ---------------------------------------------- Thunder Basin Coal Company, L.L.C., a subsidiary of Arch Coal, Inc., received an imminent danger order on June 22, 2015, under section 107(a) of the Federal Mine Safety and Health Act of 1977 at the Black Thunder mine located in Campbell County, Wyoming. The order states that an overburden blast was initiated when two miners were within the blast area, according to a document filed with the Securities and Exchange Commission. About Arch Coal Arch Coal, Inc.'s primary business is the production of thermal and metallurgical coal from surface and underground mines located throughout the United States, for sale to utility, industrial and steel producers both in the United States and around the world. The Company currently operates mining complexes in West Virginia, Maryland, Virginia, Illinois, Wyoming and Colorado. Arch Coal reported a net loss of $558.3 million in 2014, a net loss of $641.8 million in 2013 and a net loss of $683.7 million in 2012. As of March 31, 2015, Arch Coal had $8.3 billion in total assets, $6.7 billion in total liabilities and $1.5 billion in total stockholders' equity. * * * The Troubled Company Reporter, on May 8, 2015, reported that Fitch Ratings has affirmed the Issuer Default Rating (IDR) for Arch Coal, Inc. (Arch Coal; NYSE: ACI) at 'CCC'. The TCR, on May 6, 2015, reported that Moody's Investors Service downgraded the corporate family rating of Arch Coal, Inc to Caa3 from Caa1 and the probability default rating to Caa3-PD from Caa1-PD. The downgrade follows the continued stress on the coal sector, and the resulting deterioration in the company's credit metrics. At the same time, Moody's downgraded the ratings on the senior secured term loan and bank revolving facility to Caa1 from B2, the second lien notes to Caa3 from Caa1, and all unsecured notes to Ca, from Caa2. Moody's also affirmed the Speculative Grade Liquidity rating of SGL-3. The outlook is negative. As reported by the TCR on June 4, 2015, Standard & Poor's Ratings Services said it lowered its corporate credit rating on Arch Coal Inc. to 'CCC+' from 'B'. "The negative outlook reflects the likelihood that global supply and demand conditions for met coal will not support price recovery within the year, driving Arch to pursue a restructuring alternative," said Standard & Poor's credit analyst Chiza Vitta. ARCHDIOCESE OF MILWAUKEE: Says Charitable Gifts Not Estate Property ------------------------------------------------------------------- The Archdiocese of Milwaukee asks the U.S. Bankruptcy Court for the Eastern District of Wisconsin to determine that the segregated account required by Wis. Stat. Section 615.10 for charitable gift annuities is not property of the bankruptcy estate under Section 541 of the Bankruptcy Code. Since the Archdiocese began issuing charitable gift annuities, it has maintained the Fund as a segregated account in compliance with subchapter 615.10 of the Wisconsin Statutes. Daryl L. Diesing, Esq., at Whyte Hirschboek Dudek S.C., in Milwaukee, Wisconsin, asserts that because chapter 615 of the Wisconsin Statutes precluded debts of the Archdiocese from being paid out of the Fund, which the Archdiocese was required to maintain pursuant to chapter 615.10 of the Wisconsin Statutes, the Fund is not property of the Debtor's estate. Mr. Diesing further asserts that even if the statutes in effect as of the Petition Date are ignored, the Fund is a trust, the assets of which the Archdiocese holds only legal title and not an equitable interest until the death of the annuitants. John J. Marek, Treasurer and Chief Financial Officer of the Archdiocese of Milwaukee, filed a declaration in support of the motion. The Archdiocese is represented by: Daryl L. Diesing, Esq. Bruce G. Arnold, Esq. Francis H. LoCoco, Esq. Lindsey M. Greenawald, Esq. WHYTE HIRSCHBOEK DUDEK S.C. 555 East Wells Street, Suite 1900 Milwaukee, WI 53202-3819 Telephone: (414)978-5536 Facsimile: (414)223-5000 Email: ddiesing@whdlaw.com barnold@whdlaw.com flococo@whdlaw.com lgreenawald@whdlaw.com About the Archdiocese of Milwaukee The Diocese of Milwaukee was established on Nov. 28, 1843, and was elevated to an Archdiocese on Feb. 12, 1875, by Pope Pius IX. The region served by the Archdiocese consists of 4,758 square miles in southeast Wisconsin which includes counties Dodge, Fond du Lac, Kenosha, Milwaukee, Ozaukee, Racine, Sheboygan, Walworth, Washington and Waukesha. There are 657,519 registered Catholics in the Region.   The Catholic Archdiocese of Milwaukee, in Wisconsin, filed for Chapter 11 bankruptcy protection (Bankr. E.D. Wis. Case No. 11-20059) on Jan. 4, 2011, to address claims over sexual abuse by priests on minors.   The Archdiocese became at least the eighth Roman Catholic diocese  in the U.S. to file for bankruptcy to settle claims from current  and former parishioners who say they were sexually molested by priests.   Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in Milwaukee, Wisconsin, serves as the Archdiocese's counsel. The Official Committee of Unsecured Creditors in the bankruptcy case has retained Pachulski Stang Ziehl & Jones LLP as its counsel, and Howard, Solochek & Weber, S.C., as its local counsel.   The Archdiocese estimated assets and debts of $10 million to $50 million in its Chapter 11 petition.  ARCHDIOCESE OF MILWAUKEE: Says Clergy Fund Not Property of Estate ----------------------------------------------------------------- The Archdiocese of Milwaukee asks the U.S. Bankruptcy Court for the Eastern District of Wisconsin to determine that the Continuing Formation of Clergy Funds are not property of the bankruptcy estate under Section 541 of the Bankruptcy Code. To honor the canonical obligations, Archbishop William E. Cousins created the Office of Continuing Formation of Clergy in 1975. Each parish, institution, or agency pays the same amount -- initially $150 for each priest in service -- for continuing formation. Entities are instructed to make checks payable to the Office of Continuing Formation -- not the Archdiocese of Milwaukee – and, once received, the funds are held in an account managed exclusively by the Director of the Office of Continuing Formation and the Continuing Formation of Clergy Advisory Board for the benefit of the priests, deacons, and parish directors. The Continuing Formation Fund is used to fund special study programs for deacons. Daryl L. Diesing, Esq., at Whyte Hirschboek Dudek S.C., in Milwaukee, Wisconsin, asserts that the Funds are a resulting trust and are not property of the Estate, as they were given to the Office of Continuing Formation to be custodied for the beneficiaries and with the expectation that the Funds would be used only for that purpose. The Archdiocese is represented by: Daryl L. Diesing, Esq. Bruce G. Arnold, Esq. Francis H. LoCoco, Esq. Lindsey M. Greenawald, Esq. WHYTE HIRSCHBOEK DUDEK S.C. 555 East Wells Street, Suite 1900 Milwaukee, WI 53202-3819 Telephone: (414)978-5536 Facsimile: (414)223-5000 Email: ddiesing@whdlaw.com barnold@whdlaw.com flococo@whdlaw.com lgreenawald@whdlaw.com About the Archdiocese of Milwaukee The Diocese of Milwaukee was established on Nov. 28, 1843, and was elevated to an Archdiocese on Feb. 12, 1875, by Pope Pius IX. The region served by the Archdiocese consists of 4,758 square miles in southeast Wisconsin which includes counties Dodge, Fond du Lac, Kenosha, Milwaukee, Ozaukee, Racine, Sheboygan, Walworth,  Washington and Waukesha. There are 657,519 registered Catholics in the Region.   The Catholic Archdiocese of Milwaukee, in Wisconsin, filed for Chapter 11 bankruptcy protection (Bankr. E.D. Wis. Case No. 11-20059) on Jan. 4, 2011, to address claims over sexual abuse by priests on minors.   The Archdiocese became at least the eighth Roman Catholic diocese in the U.S. to file for bankruptcy to settle claims from current and former parishioners who say they were sexually molested by priests.   Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in Milwaukee, Wisconsin, serves as the Archdiocese's counsel. The Official Committee of Unsecured Creditors in the bankruptcy case  has retained Pachulski Stang Ziehl & Jones LLP as its counsel, and Howard, Solochek & Weber, S.C., as its local counsel.   The Archdiocese estimated assets and debts of $10 million to $50 million in its Chapter 11 petition.  ARKANSAS CITY: Moody's Cuts $22MM Lease Rental Bonds Rating to Caa1 ------------------------------------------------------------------- Moody's Investors Service downgrades to Caa1 from Ba1 the rating on Arkansas City Public Building Commission's, KS lease rental revenue bonds. The downgrade affects $22.045 million in outstanding rated debt. The bonds are secured by an unconditional lease payment from the City of Arkansas City, backed the city's general obligation unlimited tax pledge. The bonds are paid in the first instance from net revenues of the South Central Kansas Regional Medical Center (SCKRMC) per a Pledge of Revenues Agreement, whose operations have weakened substantially. SUMMARY RATING RATIONALE The downgrade to Caa1 results from the hospital's worsening financial position, demonstrated by its material liquidity decline, low utilization, operating losses, and limited service area. The rating reflects the harsh impact a non-payment by the hospital would have on the city's tax burden and general operations, since debt service would consume 25% of current city operations. Although city financial operations have modestly improved, the debt burden is already substantial and supporting the hospital's debt service as the city is obligated to would severely strain city financial resources. The city has been subsidizing hospital operations with a dedicated sales tax, but this has not been enough to prevent the decline in hospital performance. OUTLOOK The negative outlook reflects Moody's expectation that hospital operations will remain pressured in the near term and unlikely to sustain debt service payments, leaving the city with the obligation to generate tax revenues sufficient to cover payments for the lease revenue bonds. WHAT COULD MAKE THE RATING GO UP (or remove the negative outlook) -- Material and sustained improvement in hospital operating margins and growth in liquidity -- Merger with a stronger partner and guarantee or assumption of debt -- Substantial growth within the city's tax base WHAT COULD MAKE THE RATING GO DOWN -- Inability of hospital to meet debt service obligations -- Inability of the city to assume debt service shortfalls -- Deteriorating financial position of the hospital -- Declines in assessed valuation OBLIGOR PROFILE South Central Regional Medical Center is a 37-staffed bed hospital located in Arkansas City, KS. The hospital is a component unit of Arkansas City. The city is located 60 miles southeast of Wichita, KS and 120 miles northwest of Tulsa, OK. The city's population was 12,415 according to the 2010 US census. LEGAL SECURITY The Bonds are special obligations of the Issuer payable as to both principal and interest solely from the Rental Payments to be paid by the City to the Issuer under the Lease. The Bonds are secured by a pledge and assignment of the Pledged Property, as defined by the Bond Resolution, which is comprised primarily of such Rental Payments. The terms of the Lease and the schedule of lease payments are designed to produce moneys sufficient to pay the principal of the Bonds and interest thereon when due. The Lease is an unconditional and absolute obligation of the City and the City is obligated to make payments under the Lease to the Paying Agent in amounts sufficient to pay principal and interest on the Bonds, and to levy ad valorem taxes without limit if necessary to make such payments. The payments made by the City to the Issuer are exempt under the Act from the limitations imposed by the Kansas Cash Basis and Budget Laws. The obligation of the City to make payments under the Lease is not subject to annual appropriation or termination during the Lease term. Pursuant to the Lease, the City may also elect to purchase the Issuer's interest in the Project by payment of the purchase option price set forth in the Lease, which includes payment of the Bonds. The City and the Hospital Board have entered into a Pledge of Revenues Agreement under which the Hospital Board has agreed to operate the Hospital and to provide the City with funds generated from the operation of the Hospital sufficient to make the rental payments under the Lease Agreement. The Hospital's obligations pursuant to the Pledge Agreement are secured by a pledge of the Hospital's Revenues on a parity of lien basis with any additional Parity Obligations hereafter issued as provided in the Pledge Agreement. Under the Pledge agreement, the Hospital Board, in accordance with and subject to applicable legal requirements, will fix, establish, maintain and collect such rates and charges for the use and services furnished by or through the Hospital and will produce Revenues sufficient to (a) pay the Debt Service Requirements on the Bonds as and when the same become due; (b) pay the expenses of the Hospital; (c) enable the Hospital to have in each Fiscal Year a Historical Debt Service Coverage Ratio of not less than 1.00 on all Hospital Obligations constituting Parity Obligations at the time outstanding; and (d) provide reasonable and adequate reserves for the payment of the Bonds and other Parity Obligations and the interest thereon and for the protection and benefit of the Hospital. ASHLAND INC: Moody's Assigns 'Ba1' to $1.1BB Unsecured Term Loan A ------------------------------------------------------------------ Moody's Investor's Service assigned Ba1 ratings to Ashland Inc.'s new five year $1.1 billion senior unsecured Term Loan A and the new $1.2 billion senior unsecured revolver. The proceeds from the term loan are expected to be used to fund contributions to the company's U.S pension plans and to finance the tender offer, which was announced June 16, 2015, for the company's $600 million in 3.0% Senior Notes due March 15, 2016, and for general corporate purposes. Some or all of the 2016 notes are likely to be tendered in the near term, while the balance not tendered is expected to be repaid at maturity. Moody's also affirmed the company's Corporate Family Rating and senior unsecured ratings at Ba1 and the Probability of Default rating at Ba1-PD; the SGL rating is affirmed at SGL-1. The outlook for the ratings is stable. Affirmations: Issuer: Ashland Inc. Corporate Family Rating (Local Currency), Affirmed Ba1 Probability of Default Rating, Affirmed Ba1-PD Speculative Grade Liquidity Rating, Affirmed SGL-1 Senior Unsecured Medium-Term Note Program (Local Currency), Affirmed (P)Ba1 Senior Unsecured Regular Bond/Debenture (Local Currency), Affirmed Ba1, LGD4 Assignments: Issuer: Ashland Inc. Senior Unsecured Term Loan A (Local Currency), Assigned Ba1, LGD4 Senior Unsecured Revolver (Local Currency), Assigned Ba1, LGD4 Outlook Actions: Issuer: Ashland Inc. Outlook, Remains Stable Affirmations: Issuer: Hercules Incorporated Junior Subordinated Regular Bond/Debenture (Local Currency), Affirmed Ba2, LGD6 Senior Secured Regular Bond/Debenture (Local Currency), Affirmed Ba1, LGD4 Outlook Actions: Issuer: Hercules Incorporated Outlook, Remains Stable RATINGS RATIONALE "While the effect of this tender and financing will increase reported leverage to 3.3 from 2.8 times, Moody's adjusted leverage, which includes the unfunded pension liability as a standard adjustment to debt, will remain unchanged on a pro forma basis," according to Joseph Princiotta, Moody's Vice President and the lead analyst for Ashland. The tendor and related financing provide several meaningful benefits to Ashland, including reducing its pension liability and improving the pension plans funded status, which is likely to reduce annual contributions to the plan over the next few years. The refinancing also serves to extend Ashland's debt maturity profile and lower its average cost of debt, Moody's noted. Ashland's Ba1 Corporate Family Rating (CFR) is supported by a portfolio of specialty chemical businesses serving diverse end markets in the US and internationally, a large revenue base with 2014 revenues of $6.1 billion, meaningful market shares in key businesses (e.g., #1 globally in Specialty Ingredients and Composites (non-aerospace) and #2 in the U.S. franchised quick lube chain), and good geographic and operational diversity. The rating is also supported by strong and improving EBITDA margins, particularly in Specialty Ingredients (21.2% EBITDA margin in 2014, on a company presented basis) and in Valvoline (17.6%). Although the announced financing and related actions don't change the Moody's-adjusted leverage -- 4.2x in the fiscal second quarter ending March 31, 2015 -- leverage remains high for the rating category (including Moody's adjustments that add $1.73 billion, or $1.23 billion pro forma for the refinancing, to debt for unfunded pension liabilities and operating leases). As a temporary counterbalance, Moody's notes Ashland's cash balances of $911 million results in adjusted net debt/EBITDA in the March quarter of 3.4x, which is more supportive of the Ba1 rating. The CFR also reflects asbestos-related litigation and environmental liabilities from both the legacy Ashland business and the Hercules business. However, the recent settlement with certain insurers yielded nearly $400 million in cash to Ashland, most of which was used to fund a restricted trust which will be used to pay ongoing and future asbestos costs. A discussion of Ashland's rating would not be complete without a review of the recent history, Moody's noted. Following the August 2011 debt-financed acquisition of International Specialty Products Inc. (ISP), in a transaction valued at $3.2 billion, Ashland's management expressed a desire to de-lever, targeting a debt to EBITDA ratio of 2.0x, and to achieve investment grade metrics. Towards that goal, the company refinanced its debt in February 2013 such that its debt capital structure was primarily unsecured, which would be consistent with an investment grade rating. However, shareholder pressure (Jana Partners became an Ashland stockholder in 2013) led Ashland to focus on using discretionary cash flows for shareholder remuneration, and a shift in financial policy was evident in May 2013 when the company increased the dividend more than 50%, implemented a $150 million accelerated share repurchase (ASR) program and announced a $600 million share repurchase program expiring December 31, 2014. This program was later upsized to $1.35 billion when the compnay announced its intention to divest Water Technologies in February, 2014, and, over the four quarters that followed, nearly all of the net proceeds from this asset sale were used to repurchase shares. In January of this year, the last $270 million of the $1.35 billion program was deployed into an ASR program, and In April, 2015 Ashland's Board approved a new $1 billion share repurchase authorization that expires December 31, 2017. While Jana is no longer an Ashland stockholder (as of May 12, 2015), it is uncertain at this time when the company's focus will revert to debt reduction. We believe that management will eventually seek to lower its leverage, however, between now and December 2017, a large portion of free cash flow, together with some of Ashland's balance sheet cash, are expected to be used to complete the $1 billion share repurchase program. Consequently, a declining leverage trend over the next two years relies heavily on growth in margins and EBITDA, Moody's noted. Ashland's SGL-1 Speculative Grade Liquidity rating reflects its very good liquidity position, which is supported by $911 million in cash balances, its $1.2 billion senior unsecured revolving credit facility, which has recently been extended to 2020 (availability of $1.09 billion as of March 31, 2014), and expectations for positive free cash flow generation. The stable rating outlook anticipates an improving trend in leverage to levels more supportive of the Ba1 ratings, while some tangible improvement is important ahead of a meaningful decline in cash balances. Moody's would expect to see gross leverage in the low-to-mid 3x to be more supportive of the Ba1 ratings. The ratings could be downgraded if Ashland does not meaningfully improve its profitability and EBITDA such that leverage exhibits a declining trend over the next 12-18 months to levels more supportive of the Ba1 CFR, and before using most or all its excess cash balances on share repurchase. Additionally, we could downgrade the ratings if the company generates negative free cash flow or pursues large debt-funded acquisitions or share repurchases. There is limited upward pressure on the ratings at this time. However, Moody's could consider an upgrade if management reaffirms its targeted leverage at 2x and commences a meaningful debt reduction plan. The principal methodology used in these ratings was Global Chemical Industry Rating Methodology published in December 2013. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Please see the Credit Policy page on www.moodys.com for a copy of these methodologies. Ashland Inc., headquartered in Covington, Kentucky, is focused on growing its specialty chemicals businesses globally. Ashland Specialty Ingredients and Ashland Performance Materials from its core specialty chemicals businesses and through its Valvoline brand, it is also a marketer of premium-branded automotive and commercial lubricants. Ashland had revenues from continuing operations of $6.1 billion for the twelve months ended December 31, 2014. BIOMET INC: S&P Raises Corp. Credit Rating From B+, Outlook Stable ------------------------------------------------------------------ Standard & Poor's Ratings Services raised its corporate credit rating on Biomet Inc. to 'BBB' from 'B+' and removed the rating from CreditWatch, where S&P placed it with positive implications on March 7, 2014. The outlook is stable. S&P is subsequently withdrawing all ratings, including all issue-level ratings, on Biomet. The rating actions follow the completion of Zimmer Holdings acquisition of Biomet Inc. for $13.35 billion. BION ENVIRONMENTAL: Report Affirms Need for Water Spending Change ----------------------------------------------------------------- Bion Environmental Technologies, Inc., announced that Maryland's Chesapeake Bay Restoration Financing Strategy Final Report concludes that a more efficient, market-based approach to financing the state's compliance with EPA-mandated pollution reductions will reduce costs and accelerate implementation. Craig Scott, Bion's Communications Director, stated, "The report further validates the need for a market-driven strategy such as that proposed in Pennsylvania's 2013 Legislative Budget and Finance Committee report. Both studies determined that arbitrary 'sector allocation' spending drives high cost public infrastructure solutions, which ignore cost and efficiency. And both studies determined that sector allocation must be replaced by a competitive bidding process that is transparent, accountable, and open to all sectors. Overall efforts in the Chesapeake Bay are clearly failing; instead of continuing to spend billions on legacy solutions, states need the flexibility to reallocate spending to procure verified reductions from ANY source, based on cost." The EFC report, prepared by the Environmental Finance Center (EFC) at the University of Maryland, states that, "There is no shortage of private capital available for financing environmental projects; what has been missing is the appropriate structure and risk profiles associated with the necessary investments." The report also states, "it is essential that financing and funding decisions be made based on efficiency and effectiveness of projects rather than political outcomes and motivations." The EFC report estimates the cost for Maryland to reach its 2025 Bay targets will be $4.4 billion, with an average annual cost to remove nitrogen of $66 per pound. Broken down by sector, average annual nitrogen removal costs per pound are: - Point source (municipal wastewater) $43 - Agriculture $44 - On-site (septic) $311 - Urban stormwater $633 The report concludes, "The State of Maryland has a unique opportunity to implement a financing system that incentivizes cost efficiency, innovation, and project effectiveness. By changing the foundation of how public resources are invested, the state is in a position to not only achieve pollution reduction targets, but to do so in the most cost effective way possible." The challenges faced by Pennsylvania and the need for spending reform are even greater than in Maryland. Pennsylvania is responsible for approximately 50 percent of the total Bay reductions, much of which will be borne by rural communities. The PA Legislative Budget and Finance Committee (LBFC) study, estimated average annual nitrogen removal cost per pound for agriculture at $54 and urban stormwater at $386. The LBFC study projected annual savings up to $1.5 billion (80 percent) in Bay compliance costs by 2025, based on pricing projections provided by Bion and others, if the state adopts a competitive bidding program to procure verified nutrient reductions from all sources, including large-scale agriculture projects such as those that can be implemented using Bion's waste treatment technology. Livestock waste is acknowledged as one of the largest sources of excess nutrients in the watershed and, utilizing innovative solutions like Bion's, can provide large-scale reductions at dramatically lower cost than other sectors, such as municipal wastewater treatment and stormwater. Bion's technology is approved to generate verified nutrient reductions from livestock waste that can be used as a qualified offset to EPA nutrient reduction mandates. Pennsylvania, where Bion's efforts are currently focused, is required to reduce 31.4 million pounds of nitrogen from current levels by 2025. Pennsylvania has already missed its 2013 target by 2 million pounds and is projected to miss its 2017 target by 14.6 million pounds. Further, the Commonwealth's stormwater targets, which represent only 10 percent of the state's total compliance mandate, represent 68 percent of the total projected compliance cost. Bion proposes to replace the stormwater reduction mandate with low cost solutions from livestock. Craig Scott concluded, "The EFC study provides a clear, thoughtful and unbiased blue print on how to meet the EPA's Chesapeake Bay mandates more quickly and at a substantially lower cost. We simply have to reallocate spending to more cost-effective solutions. While change is always difficult, a new strategy that incorporates today's technologies and provides a transparent and accountable process, will substantially reduce costs while accelerating implementation. This is about the taxpayer - the real 'owner' of the Chesapeake Bay and the one who will ultimately bear the cost of its restoration." Bion's proven and patented technology platform provides verifiable comprehensive environmental treatment of livestock waste and recovers clean water, renewable energy and valuable nutrients from the waste stream. For more information, visit www.biontech.com. About Bion Environmental Bion Environmental Technologies Inc.'s patented and proprietary technology provides a comprehensive environmental solution to a significant source of pollution in US agriculture, large scale livestock facilities known as Confined Animal Feeding Operations. Bion's technology produces substantial reductions of nutrient releases (primarily nitrogen and phosphorus) to both water and air (including ammonia, which is subsequently re-deposited to the ground) from livestock waste streams based upon the Company's operations and research to date (and third party peer review). Bion reported a net loss of $5.76 million for the year ended June 30, 2014, following a net loss of $8.24 million for the year ended June 30, 2013. GHP Horwath, P.C., in Denver, Colorado, issued a "going concern" qualification on the consolidated financial statements for the year ended June 30, 2014, stating that the Company has not generated significant revenue and has suffered recurring losses from operations. BOTANICAL REALTY: Hires David Carlebach as Counsel -------------------------------------------------- Botanical Realty Associates Urban Renewal, LLC seeks authorization from the Hon. Nancy Elizabeth S. Stong of the U.S. Bankruptcy Court for the Eastern District of New York to employ Law Offices of David Carlebach Esq. as counsel, nunc pro tunc to April 23, 2015. The Debtor requires Mr. Carlebach to: (a) provide the Debtor with legal counsel with respect to its powers and duties as a debtor-in-possession in the continued management of its property during the Chapter 11 case; (b) prepare on behalf of the Debtor all necessary applications, answers, orders, reports, and other legal documents which may be required in connection with the Chapter 11 case; (c) provide the Debtor with legal services with respect to formulating and negotiating a plan of reorganization with creditors; and (d) perform such other legal services for the Debtor as may be required during the course of the Chapter 11 case, including but not limited to, the institution of actions against third parties, objections to claims, and the defense of actions which may be brought by third parties against the Debtor. Mr. Carlebach assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Mr. Carlebach can be reached at: David Carlebach Esq. LAW OFFICES OF DAVID CARLEBACH, ESQ. 55 Broadway, Suite 1902 New York, NY 10006 Tel: (212) 785-3041 Fax: (347) 472-0094 E-mail: david@carlebachlaw.com About Botanical Realty Brooklyn, New York-based Botanical Realty Associates Urban Renewal, LLC, a single asset real estate company, sought for bankruptcy protection (Bankr. E.D.N.Y. Case No. 15-41835) on April 23, 2015. The Debtor disclosed total assets of $12,000,000 and $3,698,999 in liabilities as of the Chapter 11 filing. The Hon. Elizabeth S. Stong presides over the case. David Carlebach, Esq., at The Carlebach Law Group, in New York, represents the Debtor. The Debtor's Chapter 11 plan and explanatory disclosure statement are due Aug. 21, 2015. BPZ RESOURCES: 2015 Annual Shareholders' Meeting Held ----------------------------------------------------- BPZ Resources, Inc. on June 19, 2015, held its 2015 Annual Meeting of Shareholders. Messrs. Richard Spies, Dennis G. Strauch, and James B. Taylor were elected to serve for a term of 3 years; and Robert L. Sovine was elected to serve for a term of 2 years. The shareholders did not approve, by a non-binding advisory vote, the compensation of the named executive officers; and the appointment of BDO USA, LLP as the independent auditors for 2015 was ratified. About BPZ Resources BPZ Energy -- http://www.bpzenergy.com/-- is an independent oil and gas exploration and production company which has license contracts covering 1.9 million net acres in offshore and onshore Peru. BPZ Resources maintains an office in Victoria, Texas, and through its subsidiaries maintains offices in Lima and Tumbes, Peru, and Quito, Ecuador. BPZ Resources sought Chapter 11 protection (Bankr. S.D. Tex. Case No. 15-60016) in Victoria, Texas, on March 9, 2015. The case is pending before the Honorable David R. Jones. The Debtor has tapped Stroock & Stroock & Lavan LLP as bankruptcy counsel, Hawash Meade Gaston Neese & Cicack LLP, as local Texas counsel, Houlihan Lokey Capital, Inc., as investment banker, Baker Hostetler, as the audit committee's special counsel; and Kurtzman Carson Consultants as claims and noticing agent. Opportune LLP was engaged as financial and restructuring advisor. The Debtor disclosed total assets of $364 million and debt of $275 million. The U.S. trustee overseeing the Chapter 11 case of BPZ Resources Inc. appointed five creditors of the company to serve on the official committee of unsecured creditors. * * * BPZ Resources, Inc., won approval from the U.S. Bankruptcy Court for the Southern District of Texas, Victoria Division, of its motion to, among other things, approve the sale of substantially all of the Company's assets and, in connection with such sale, establish bidding procedures and an auction. Bids were due June 26, 2015. To the extent at least two qualified bids are received, an auction will be held on June 30. The Court will consider approval of the sale on July 7. BRAND ENERGY: Bank Debt Trades at 2% Off ---------------------------------------- Participations in a syndicated loan under which Brand Energy & Infrastructure Services is a borrower traded in the secondary market at 97.68 cents-on-the-dollar during the week ended Friday, June 19, 2015, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in the June 25, 2015, edition of The Wall Street Journal. This represents a decrease of 0.45 percentage points from the previous week, The Journal relates. Brand Energy pays 375 basis points above LIBOR to borrow under the facility. The bank loan matures on Nov. 12, 2020, and carries Moody's B1 rating and Standard & Poor's B rating. The loan is one of the biggest gainers and losers among 257 widely quoted syndicated loans with five or more bids in secondary trading for the week ended June 19. CAESARS ENTERTAINMENT: 2017 Bank Debt Trades at 13% Off ------------------------------------------------------- Participations in a syndicated loan under which Caesars Entertainment Inc. is a borrower traded in the secondary market at 86.95 cents-on-the- dollar during the week ended Friday, June 19, 2015, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in the June 25, 2015, edition of The Wall Street Journal. This represents a decrease of 2.40 percentage points from the previous week, The Journal relates. Caesars Entertainment Inc. pays 875 basis points above LIBOR to borrow under the facility. The bank loan matures on March 1, 2017, and carries Moody's withdraws its rating and Standard & Poor's D rating. The loan is one of the biggest gainers and losers among 257 widely quoted syndicated loans with five or more bids in secondary trading for the week ended June 19. CAESARS ENTERTAINMENT: 2020 Bank Debt Trades at 6% Off ------------------------------------------------------ Participations in a syndicated loan under which Caesars Entertainment Inc. is a borrower traded in the secondary market at 93.88 cents-on-the- dollar during the week ended Friday, June 19, 2015, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in the June 25, 2015, edition of The Wall Street Journal. This represents a decrease of 1.83 percentage points from the previous week, The Journal relates. Caesars Entertainment Inc. pays 600 basis points above LIBOR to borrow under the facility. The bank loan matures on September 24, 2020, and carries Moody's B2 rating and Standard & Poor's CCC+ rating. The loan is one of the biggest gainers and losers among 257 widely quoted syndicated loans with five or more bids in secondary trading for the week ended June 19. CAESARS ENTERTAINMENT: Gets Approval of Deal With Credit Suisse --------------------------------------------------------------- Caesars Entertainment Operating Company, Inc. received court approval for a deal that would allow the company to obtain letters of credit from Cayman Islands-based Credit Suisse AG. Under the deal, Credit Suisse will issue up to $50 million in letters of credit needed by the casino company to comply with certain laws and regulations, gaming and energy contracts, and insurance policies. Caesars Entertainment entered into the agreement after lenders of the casino company decided not to renew the letters of credit under a 2014 credit agreement, court filings show. The new agreement was approved by U.S. Bankruptcy Judge Benjamin Goldgar who oversees the casino company's Chapter 11 case. About Caesars Entertainment Caesars Entertainment Corp., formerly Harrah's Entertainment Inc., is one of the world's largest casino companies. Caesars casino resorts operate under the Caesars, Bally's, Flamingo, Grand Casinos, Hilton and Paris brand names. The Company has its corporate headquarters in Las Vegas. Harrah's announced its re-branding to Caesar's in mid-November 2010. In January 2015, Caesars Entertainment and subsidiary Caesars Entertainment Operating Company, Inc., announced that holders of more than 60% of claims in respect of CEOC's 11.25% senior secured notes due 2017, CEOC's 8.5% senior secured notes due 2020 and CEOC's 9% senior secured notes due 2020 have signed the Amended and Restated Restructuring Support and Forbearance Agreement, dated as of Dec. 31, 2014, among Caesars Entertainment, CEOC and the Consenting Creditors. As a result, the RSA became effective pursuant to its terms as of Jan. 9, 2015. Appaloosa Investment Limited, et al., owed $41 million on account of 10% second lien notes in the company, filed an involuntary Chapter 11 bankruptcy petition against CEOC (Bankr. D. Del. Case No. 15-10047) on Jan. 12, 2015. The bondholders are represented by Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor LLP. CEOC and 172 other affiliates -- operators of 38 gaming and resort properties in 14 U.S. states and 5 countries -- filed Chapter 11 bankruptcy petitions (Bank. N.D. Ill. Lead Case No. 15-01145) on Jan. 15, 2015. CEOC disclosed total assets of $12.3 billion and total debt of $19.8 billion as of Sept. 30, 2014. Delaware Bankruptcy Judge Kevin Gross entered a ruling that the bankruptcy proceedings will proceed in the U.S. Bankruptcy Court for the Northern District of Illinois. Kirkland & Ellis serves as the Debtors' counsel. AlixPartners is the Debtors' restructuring advisors. Prime Clerk LLC acts as the Debtors' notice and claims agent. Judge Benjamin Goldgar presides over the cases. The U.S. Trustee has appointed seven noteholders to serve in the Official Committee of Second Priority Noteholders and nine members to serve in the Official Unsecured Creditors' Committee. The U.S. Trustee appointed Richard S. Davis as Chapter 11 examiner. * * * The Troubled Company Reporter, on April 27, 2015, reported that Fitch Ratings has affirmed and withdrawn the Issuer Default Ratings (IDR) and issue ratings of Caesars Entertainment Operating Company (CEOC). These actions follow CEOC's Chapter 11 filing on Jan. 15, 2015. Accordingly, Fitch will no longer provide ratings or analytical coverage for CEOC. CALMARE THERAPEUTICS: Awarded GSA Contract Extension ---------------------------------------------------- Calmare Therapeutics Incorporated has been awarded a preliminary three-month extension of its General Services Administration military contract (V797P-4300B). First awarded in 2010, CTI's contract extension is designed to continue the streamlined procurement process for U.S. military personnel and their families and institutional customers across the globe who acquire Calmare® Pain Therapy Devices and its consumables. "This extension allows us to continue offering our Calmare Pain Therapy device to U.S. military personnel and their families through the U.S. Veterans Administration to reduce and/or eliminate chronic neuropathic pain," said Calmare Therapeutics President & CEO Conrad Mir. "With this extension, we can broaden our military contract footprint and gain contracts with embedded device sales components that will drive revenues - the Company's prime directive in pursuing U.S. government sales." Today, a large host of U.S. military hospitals and clinics rely on CTI's Calmare Pain Mitigation Therapy. The Company's pain mitigation solution offers comprehensive pain mitigation whereby pain may be eliminated for well over 3 to 4 months after the first full treatment regimen in those patients that are responders. With one or two booster treatments after the first course, a patient may have full pain elimination for a year of more without the toxic side effects or addictive qualities of prescriptions drugs and opiates. About Calmare Therapeutics Calmare Therapeutics Incorporated, formerly known as Competitive Technologies, Inc., provides distribution, patent and technology transfer, sales and licensing services focused on the needs of its customers and matching those requirements with commercially viable product or technology solutions. Sales of the Company's Calmare(R) pain therapy medical device continue to be the major source of revenue for the Company. On Aug. 20, 2014, Competitive Technologies changed its name to Calmare Therapeutics Incorporated. As of Sept. 30, 2014, the Company had $4.53 million in total assets, $11.8 million in total liabilities and a $7.25 million total shareholders' deficit. Competitive Technologies reported a net loss of $2.67 million in 2013 following a net loss of $3 million in 2012. Mayer Hoffman McCann CPAs, New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013, citing that the Company has incurred operating losses since fiscal year 2006 and has a working capital deficiency which conditions raise substantial doubt about the Company's ability to continue as a going concern. CALMARE THERAPEUTICS: Posts $3.4 Million Net Loss for 2014 ---------------------------------------------------------- Calmare Therapeutics Incorporated filed with the Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $3.4 million on $1 million of product sales for the year ended Dec. 31, 2014, compared to a net loss of $2.6 million on $652,792 of product sales for the year ended Dec. 31, 2013. As of Dec. 31, 2014, the Company had $4.4 million in total assets, $12.1 million in total liabilities and a $7.7 million total shareholders' deficit. Mayer Hoffman McCann CPAs, in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that the Company has incurred operating losses since fiscal year 2006 and has a working capital and shareholders' deficiency at Dec. 31, 2014. These conditions raise substantial doubt about the Company's ability to continue as a going concern. A full-text copy of the Form 10-K is available for free at: http://is.gd/VNiRy1 About Calmare Therapeutics Calmare Therapeutics Incorporated, formerly known as Competitive Technologies, Inc., provides distribution, patent and technology transfer, sales and licensing services focused on the needs of its customers and matching those requirements with commercially viable product or technology solutions. Sales of the Company's Calmare(R) pain therapy medical device continue to be the major source of revenue for the Company. On Aug. 20, 2014, Competitive Technologies changed its name to Calmare Therapeutics Incorporated. CALMARE THERAPEUTICS: Reports 2014 Year End Results --------------------------------------------------- Calmare Therapeutics reported a net loss of $3.4 million on $1 million of product sales for the year ended Dec. 31, 2014, compared to a net loss of $2.7 million on $653,000 of product sales for the year ended Dec. 31, 2013. Net loss for the quarter ended Dec. 31, 2014, increased to $645,000 or $0.03 per basic and diluted share as compared with a net loss of $611,000 or $0.03 per basic and diluted share for the quarter ended Dec. 31, 2013. As of Dec. 31, 2014, the Company had $4.4 million in total assets, $12.2 million in total liabilities and a $7.7 million total shareholders' deficit. Cash-on-hand at Dec. 31, 2014, decreased $51,000 to $6,000 from $57,000 at Dec. 31, 2013. "Our year-end numbers exceeded our projections and is a good starting point for 2015," said CTI President & CEO Conrad Mir. "Although there is much work ahead, we look forward to the promise 2015 holds with a careful vigilance on the second half of the year." Total expenses for the year ended Dec. 31, 2014, increased 30% or $963,000 to $4,134,000 as compared with $3,171,000. Total expenses include approximately $620,000 of additional interest expense related to the Company's 90 day Convertible Notes for the year ended Dec. 31, 2014. A full-text copy of the press release is available for free at: http://is.gd/f7FbZC About Calmare Therapeutics Calmare Therapeutics Incorporated, formerly known as Competitive Technologies, Inc., provides distribution, patent and technology transfer, sales and licensing services focused on the needs of its customers and matching those requirements with commercially viable product or technology solutions. Sales of the Company's Calmare(R) pain therapy medical device continue to be the major source of revenue for the Company. On Aug. 20, 2014, Competitive Technologies changed its name to Calmare Therapeutics Incorporated. Mayer Hoffman McCann CPAs, New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013, citing that the Company has incurred operating losses since fiscal year 2006 and has a working capital deficiency which conditions raise substantial doubt about the Company's ability to continue as a going concern. COATES INTERNATIONAL: Registers 205 Million Common Shares with SEC ------------------------------------------------------------------ Coates International, Ltd., filed a Form S-1 registration statement with the Securities and Exchange Commission relating to the resale of up to 205,000,000 shares of its common stock, par value $0.0001 per share issuable to Southridge Partners LLC, a Florida limited liability company, a selling stockholder, pursuant to a "put right" under an equity purchase agreement that the Company entered into with Southridge. The EP Agreement permits the Company to "put" up to $20,000,000 in shares of its common stock to Southridge over a period of up to 36 months. The Company will not receive any proceeds from the sale of these shares of common stock. However, the Company will receive proceeds from the sale of securities pursuant to its exercise of this put right offered by Southridge. The Company will bear all costs associated with this registration. The Company's Common Stock is traded on OTC Pink Sheets. Investors can find quotes and market information for the Company at www.otcmarkets.com under the ticker symbol "COTE". Only a limited public market currently exists for the Company's Common Stock. On June 22, 2015, the closing price of the Company's common stock was $0.0036 per share. On June 23, 2015, a previous equity purchase agreement with Southridge, dated July 2, 2014, providing for the sale of up to 40,000,000 registered shares of the Company's Common Stock terminated in accordance with its terms, as all of the registered shares of the Company's stock had been resold under a prior registration statement on Form S-1, which had been declared effective on Sept. 10, 2014. A full-text copy of the prospectus is available for free at: http://is.gd/f8YOCX About Coates Based in Wall Township, N.J., Coates International, Ltd. (OTC BB: COTE) -- http://www.coatesengine.com/-- was incorporated on August 31, 1988, for the purpose of researching, patenting and manufacturing technology associated with a spherical rotary valve system for internal combustion engines. This technology was developed over a period of 15 years by Mr. George J. Coates, who is the President and Chairman of the Board of the Company. The Coates Spherical Rotary Valve System (CSRV) represents a revolutionary departure from the conventional poppet valve. It changes the means of delivering the air and fuel mixture to the firing chamber of an internal combustion engine and of expelling the exhaust produced when the mixture ignites. As of March 31, 2015, the Company had $2.36 million in total assets, $7.88 million in total liabilities and a $5.52 million total stockholders' deficiency. In its report on the consolidated financial statements for the year ended Dec. 31, 2014, Cowan, Gunteski & Co., P.A., expressed substantial doubt about the Company's ability to continue as a going concern, citing that the Company continues to have negative cash flows from operations, recurring losses from operations, and a stockholders' deficiency. COLT DEFENSE: Projects $20.7M Net Loss in April 5 Quarter --------------------------------------------------------- Prior to filing for Chapter 11 relief under the Bankruptcy Code, Colt Defense and Colt Finance Corp. entered into confidential discussions with certain holders of Colt's 8.75% Senior Notes due 2017 regarding a potential transaction relating to the Notes. In connection with those discussions, Colt provided certain confidential information regarding the Company pursuant to confidentiality agreements with the Holders. In accordance with terms of those confidentiality agreements, Colt filed with the Securities and Exchange Commission its "Selected Financial Information for the Quarters Ended April 5, 2015 and March 30, 2014, and as of April 5, 2015 and December 31, 2014," a copy of which is available at http://is.gd/Xc04aA Among other things, Colt said net loss was $20,753,000 for the quarter ended April 5, 2015 (preliminary), compared to a net loss of $7,946,000 for the quarter ended March 30, 2014. Colt also said that as of December 31, 2004, the Company's unfunded pension benefit obligations were approximately $12.3 million. Unfunded postretirement health benefit obligations were approximately $26.4 million as of December 31, 2014. About Colt Colt Defense LLC is one of the world's oldest and most iconic designers, developers, and manufacturers of firearms for military, law enforcement, personal defense, and recreational purposes and was founded over 175 years ago by Samuel Colt, who patented the first commercial successful revolving cylinder firearm in 1836 and began supplying U.S. and international military customers with firearms in 1847. Colt is incorporated in Delaware and headquartered in West Hartford, Connecticut. In 1992, Colt Manufacturing Company, then the principal operating subsidiary, filed chapter 11 petitions in the U.S. Bankruptcy Court for the District of Connecticut. An investment by Zilkha & Co. allowed CMC to confirm a chapter 11 plan and emerge from bankruptcy in 1994. Sometime after 1994, majority ownership of the Company transitioned from Zilkha & Co. to Sciens Capital Management. On June 12, 2015, Colt's previously announced exchange offer, consent solicitation and solicitation of acceptances of a prepackaged plan of reorganization, dated April 14, 2015, as supplemented, with respect to its $250 million in 8.75% Senior Notes due 2017 expired. The conditions to the exchange offer, the consent solicitation and the prepackaged plan of reorganization were not satisfied, and those conditions were not waived by Colt. Colt's restructuring support agreement with Marblegate Special Opportunities Master Fund, L.P. and Morgan Stanley Senior Funding, Inc., the Company's senior secured term loan lenders, requires it to file for Chapter 11 bankruptcy. Accordingly, Colt Holding Company LLC and nine affiliates, including Colt Defense LLC, on June 14, 2015, filed voluntary petitions (Bankr. D. Del. Lead Case No. 15-11296) for relief under Chapter 11 of the Bankruptcy Code to pursue a sale of the assets as a going concern. Colt Defense estimated $100 million to $500 million in assets and debt. The Debtors tapped Richards, Layton & Finger, P.A., and O'Melveny & Myers LLP, as attorneys, and Kurtzman Carson Consultants LLC as claims and noticing agent. Perella Weinberg Partners L.P. is acting as financial advisor of the Company, and Mackinac Partners LLC is acting as its restructuring advisor. Wilmington Savings Fund Society, FSB, as agent under the $13.33 million Term DIP Loan Agreement, is represented by Pryor Cashman LLP's Eric M. Hellige, Esq.; and Willkie Farr & Gallagher LLP's Leonard Klingbaum, Esq. Cortland Capital Market Services LLC, as agent under the $6.67 million Senior DIP Credit Agreement, is represented by Holland & Knight LLP's Joshua M. Spencer, Esq.; Stroock & Stroock & Lavan LLP's Brett Lawrence, Esq.; and Osler, Hoskin & Harcourt LLP's Richard Borins, Esq., and Tracy Sandler, Esq. * * * Colt's equity sponsor, Sciens Capital Management, has agreed to act as a stalking horse bidder in the proposed asset sale. Details of the deal were not provided in Colt's news statement announcing the Chapter 11 filing. Colt, however, said it would be soliciting competing bids and has appointed an independent committee of its board of managers to manage the process and evaluate bids. Colt expects to complete the entire Chapter 11 process in 60-90 days. CONSOLIDATED CONTAINER: S&P Alters Outlook to Neg, Affirms B- CCR ----------------------------------------------------------------- Standard & Poor's Ratings Services revised its rating outlook on U.S.-based packaging company Consolidated Container Co. LLC to negative from stable. S&P also affirmed its 'B-' corporate credit rating on the company, but revised its assessment of its business risk to "weak" from "fair," as defined in S&P's criteria. In addition, S&P affirmed its 'B+' issue-level rating on the company's senior secured first-lien term loan. The recovery rating on this debt remains '1', indicating very high (90% to 100%) recovery prospects in the event of a payment default. At the same time, S&P affirmed its 'CCC' issue-level rating on the company's second-lien term loan and unsecured notes. The recovery rating on this debt remains '6', indicating S&P's expectation of negligible (0% to 10%) recovery in the event of a default. "The negative outlook reflects our expectation that credit measures will remain weak in 2015 due to continued soft demand in its dairy end market, where the company generates 30% of its revenue," said Standard & Poor's credit analyst Nadine Totri. In 2014, weak demand in its dairy segment and underperformance of its recently acquired resin business resulted in leverage measures of about 9x debt to EBITDA, 3% funds from operations (FFO) to debt, and negative free cash flow generation. S&P's revision of Consolidated Container's business risk profile from "fair" to "weak" reflects S&P's assessment of the company's weakened operating margins primarily resulting from soft demand in its dairy segment and underperformance of its recently acquired recycled resins business. These factors, combined with increased selling, general, and administrative (SG&A) costs related to the company's investments in growth, have resulted in EBITDA margins below S&P's expectations. The company continues to experience sales volume declines from its largest customer, Dean Foods, a trend S&P expects to continue. In S&P's assessment, the company's financial risk profile remains "highly leveraged," as defined in S&P's criteria. S&P views Consolidated Container's liquidity as "adequate," and expect its cash sources to more than cover its cash needs over the next two years, even if EBITDA declines unexpectedly. The rating outlook is negative. Consolidated Container's credit measures are currently weak due to soft demand in its dairy end market and the underperformance of its recently acquired recycled resins business. S&P expects credit measures to gradually improve in 2015, supported by strong performance in the first quarter, but still remain weak, as continued soft demand pressures earnings and free cash generation. S&P also expects the company to continue to maintain "adequate" liquidity. S&P could lower the rating if end market demand is weaker than it expected or loss of a key customer results in sustained negative free cash flow, causing debt to EBITDA to remain above 8.5x, and 5% or less of FFO to debt. S&P could also lower the rating if liquidity issues arise or it appears likely that the company will draw on its revolver to an extent that triggers the fixed-charge covenant and the company is not likely to have 15% headroom. S&P could revise the outlook to stable if it expects operating performance to stabilize such that FFO to total debt appears likely to remain above 5%, debt to EBITDA approaches 7x or lower on a sustained basis, and the company is able to generate sustained positive free cash flow. CROWN MEDIA: Closes $425 Million Credit Facility ------------------------------------------------ Crown Media Holdings, Inc. announced the closing of its new $425 million senior secured credit facilities with, among other financial institutions, Wells Fargo Bank, National Association, in its capacity as administrative agent, consisting of (i) a five year $325 million term loan facility and (ii) a five year $100 million revolving credit facility. Crown will use approximately $80 million of the proceeds of the $325 million term loan facility to: (1) repay amounts due under and terminate Crown Media's existing credit agreement; and (2) pay fees, commissions and expenses in connection with new credit facilities, the existing credit facilities, and certain other fees and costs. Crown will use approximately $245 million of the remaining proceeds of the term loan facility to redeem Crown Media's 10.5% senior notes due 2019. Crown Media will use the proceeds of the $100 million revolving credit facility for general corporate purposes. Hallmark Licensing Agreement On June 23, 2015, Hallmark Licensing, LLC (f/k/a Hallmark Licensing, Inc.) and Crown Media United States, LLC agreed to amend and restate each of the Amended and Restated Trademark License Agreement dated March 27, 2001, and the Movie Channel License Agreement dated Jan. 1, 2004, to, inter alia, extend the terms thereof through the earlier of (i) June 30, 2021, or (ii) the payment in full of all obligations, and terminations of all commitments, under the Credit Agreement. Redemption of 2019 Notes On June 25, 2015, pursuant to the Indenture dated as of July 14, 2011, among Crown Media, the guarantors named therein and The Bank of Mellon Trust Company, N.A., as trustee, transfer agent, registrar, authentication agent and paying agent, Crown Media notified the Trustee of Crown Media's intent to redeem 100% of its 10.5% senior notes due 2019 that remain outstanding on July 24, 2015, and requested that on June 25, 2015, the Trustee deliver to the holders of any outstanding 2019 Notes an irrevocable notice that, on the Redemption Date, Crown Media will redeem all of the 2019 Notes that remain outstanding under the terms of the Indenture. Any 2019 Notes will be redeemed at a redemption price of 105.250% of the principal amount thereof, plus accrued and unpaid interest to, but excluding, the Redemption Date, or an aggregate of approximately $286.5 million. Pursuant to the terms of the Indenture, interest on the 2019 Notes will cease to accrue on and after the Redemption Date. About Crown Media Crown Media Holdings, Inc., is the corporate parent for the portfolio of cable networks and related businesses under Crown Media Family Networks. The company currently operates and distributes Hallmark Channel in both high definition (HD) and standard definition (SD) to 86 million subscribers in the U.S. Hallmark Channel is the nation's leading destination for quality family programming with an ambitious slate of TV movies and specials; original scripted series, including Cedar Cove, When Calls the Heart, and Signed, Sealed, Delivered; as well as some of television's most beloved sitcoms and series. Hallmark Channel's sibling network, Hallmark Movie Channel, is available in 54 million homes in HD and SD. One of America's fastest-growing cable networks, Hallmark Movie Channel provides family-friendly original movies with a mix of original films, classic theatrical releases, and presentations from the acclaimed Hallmark Hall of Fame library. In addition, Crown Media Family Networks includes the online offerings of HallmarkChannel.com and HallmarkMovieChannel.com. Crown Media reported net income attributable to common stockholders of $67.7 million on $378 million of net total revenue for the year ended Dec. 31, 2013, as compared with net income attributable to common stockholders of $107.4 million on $350 million of net total revenue for the year ended Dec. 31, 2012. As of March 31, 2015, the Company had $1.05 billion in total assets, $541 million in total liabilities, and $512 million in total stockholders' equity. Bankruptcy Warning "Our senior secured credit facilities and the indenture governing the Notes contain a number of covenants that impose significant operating and financial restrictions on us which, among other things, limit our ability to do the following: * incur additional debt or issue certain preferred shares; * pay dividends on or make distributions in respect of our capital stock or make other restricted payments; * make certain payments on debt that is subordinated or secured on a junior basis; * make certain investments; * sell certain assets; * create liens on certain assets; * consolidate, merge, sell or otherwise dispose of all or substantially all of our assets; * enter into certain transactions with our affiliates; and * designate our subsidiaries as unrestricted subsidiaries. Any of these restrictions could limit our ability to plan for or react to market conditions and could otherwise restrict corporate activities. Any failure to comply with these covenants could result in a default under our senior secured credit facilities and the indenture governing the Notes. Upon a default, unless waived, the lenders under our senior secured credit facilities could elect to terminate their commitments, cease making further loans, foreclose on our assets pledged to such lenders to secure our obligations under the senior secured credit facilities and force us into bankruptcy or liquidation. Holders of the Notes would also have the ability ultimately to force us into bankruptcy or liquidation, subject to the indenture governing the Notes," the Company said in the Annual Report for the year ended Dec. 31, 2013. * * * As reported by the TCR on May 28, 2012, Standard & Poor's Ratings Services raised its corporate credit rating on Studio City, Calif.-based cable network company Crown Media Holdings Inc. to 'B+' from 'B'. "The upgrade reflects Crown Media's recent operating performance, which achieved higher EBITDA and lower leverage than our expectations," said Standard & Poor's credit analyst Deborah Kinzer. As reported by the TCR on July 2, 2014, Moody's Investors Service upgraded the Corporate Family Rating (CFR) of Crown Media Holdings, Inc. to B1 from B2, its Probability of Default Rating to B1-PD from B2-PD, and instrument ratings as detailed below. The outlook is stable. The upgrade incorporates evidence of traction with the original programming strategy and better than expected performance, which, combined with debt reduction, improved the credit profile. DAEGIS INC: NASDAQ Extends Listing Compliance Period Until Oct. 12 ------------------------------------------------------------------ Daegis Inc., a global information governance, migration solutions and development tools company, disclosed that on June 23, 2015, the Company was notified that the NASDAQ Listing Qualifications Panel has granted the Company's request for an extension through October 12, 2015, to evidence compliance with NASDAQ's $1.00 minimum closing bid price requirement. Compliance requires the Company to have a closing bid price of at least $1.00 per share for a minimum of 10 consecutive trading days. Daegis is diligently working to evidence compliance with the terms of the Panel's decision, including exploring the possibility of achieving compliance through the implementation of a reverse stock split. About Daegis Inc. Daegis Inc. (NASDAQ: DAEG) is a global enterprise software company with comprehensive offerings for information governance, application migration, data management and application development. The company's products include leading-edge enterprise archive and eDiscovery technology, mobile application development technology, application migration and data management software. Approximately 20% of Fortune 100 companies use the company's solutions. It is headquartered in Irving, Texas and serve our worldwide customer base through our offices in California, New Jersey, Australia, Canada, France, Germany and the UK. DAYTON SUPERIOR: Moody's Assigns 'B2' Corporate Family Rating ------------------------------------------------------------- Moody's assigned a first-time B2 Corporate Family Rating ("CFR") to Dayton Superior Corporation ("Dayton Superior") following the company's announcement that it will issue a 7-year $185 million first lien term loan. The proposed term loan will be used to refinance Dayton Superior's existing term loan and pay related transaction fees. The B2 CFR reflects Dayton Superior's key credit metrics and position within its end markets. The assigned CFR also takes into consideration that company is set to benefit from improved conditions in the non-residential construction sector, which should translate into higher topline and EBITDA margins over our time horizon. Moody's assigns a B3 rating on the proposed term loan. The rating outlook is Stable. The following ratings/assessments were affected by this action: Corporate Family Rating assigned at B2; Probability Default Rating assigned at B2-PD; and, First Lien Term Loan due 2022 assigned at B3 (LGD4, 61%). RATINGS RATIONALE Dayton Superior has a leveraged debt capital structure that supports the current ratings and currently limits any potential move upward on the rating. Adjusted Debt/EBITDA was 5.1x as of March 31, 2015. Moody's expects leverage to steadily decrease over our time horizon. Coverage levels (measured as EBITA/Interest expense) have been historically weak for Dayton Superior, with EBITA/Interest expense usually below 1.0x. We anticipate coverage levels to improve to the 1.5x-2.0x range over our time horizon (all ratios incorporate Moody's standard adjustments). Moody's adds about $53 million of additional debt to Dayton Superior's balance sheet to adjust for its operating lease payments and pension liabilities. Dayton Superior is well positioned to benefit from expected growth in its end markets (non-residential construction). The company is heavily exposed to infrastructure, commercial and industrial, and institutional construction. Moody's also considers Dayton Superior's positioning as a leading manufacturer and distributor of metal accessories and forms for the North American non-residential construction market as a positive. Moody's sees Dayton Superior ready to experience growth that should enhance both its gross and EBITDA margins in the next 12-18 months. Moody's anticipates Dayton Superior to maintain an adequate liquidity profile that would provide sufficient financial flexibility to fund working capital, capital expenditures and service its debt. The company's primary source of short-term liquidity --besides cash flow from operations- is its existing (unrated) $100 million asset-based revolving credit facility ("ABL"). This ABL is set to mature in June 2017. As part of the proposed transaction, Dayton Superior will amend this facility to $75 million and extend it 5 years. This extension should give the company financial flexibility to benefit from improved conditions in the economy. We expect Dayton Superior to maintain sufficient availability under its ABL during the next 12-18 months. Dayton Superior posted negative free cash flows for FY 2013 attributed to a distribution. Negative free cash flows is a limiting factor for Dayton Superior's future rating movement and can have a negative impact on the company's overall liquidity. Low levels of cash and equivalents is also a concern with Dayton Superior. As of December 31, 2014, Dayton Superior had $1.5 million in cash and equivalents. In terms of alternate sources of liquidity, Dayton Superior's options are limited since most of the company's assets are encumbered to secure its credit facilities. Positive rating actions would be possible if Dayton Superior's operating performance results in metrics that validate our forward-looking analysis, such that EBITA/Interest expense is sustained above 2.5x with adjusted Debt/EBITDA approaching 4.0x. A downgrade could ensue if adjusted EBITA/Interest expense trends towards 1.0x and adjusted Debt/EBITDA approaches 4.75x. 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. Please see the Credit Policy page on www.moodys.com for a copy of these methodologies. Headquartered in Miamisburg, Ohio, Dayton Superior Corporation ("Dayton Superior") is a leading North American manufacturer and distributor of metal accessories and forms used in concrete construction. Dayton Superior also makes metal accessories used in masonry construction. The company's products are sold to non-residential construction including infrastructure (35% of FY 2014 sales), institutional (30%), commercial and industrial (30%). For FY 2014 residential sales were 5% of total. Oaktree Capital is the sponsor. All our calculations include Moody's standard adjustments. DREAMWORKS ANIMATION: S&P Lowers CCR to 'B-', Outlook Stable ------------------------------------------------------------ Standard & Poor's Ratings Services said that it lowered its corporate credit rating on Glendale, Calif.-based film studio DreamWorks Animation SKG Inc. to 'B-' from 'B'. The rating outlook is stable. At the same time, S&P lowered its issue-level rating on the company's 6.875% senior notes due 2020 to 'B-' from 'B'. The '3' recovery rating remains unchanged, indicating S&P's expectation for meaningful recovery (50%-70%; upper half of the range) of principal in the event of a payment default. "The downgrade reflects our reassessment of DreamWorks' business risk profile to 'vulnerable' from 'weak,'" said Standard & Poor's credit analyst Naveen Sarma. The revised assessment reflects DreamWorks' reduced film slate, which makes the company more vulnerable to the performance of individual films; its strategic decision to greatly expand its consumer products business; and its small scale and volatile profitability, compared with its larger and more diversified film studio peers'. DreamWorks is a small independent film studio that specializes in computer-generated animated films. The company has positioned itself as a high-end animation studio producing sophisticated, high-quality films in a labor- and capital-intensive development and production cycle. DreamWorks and the film industry both benefit from growing international box office revenues that help cushion a long-term secular decline in U.S. domestic theatrical revenues. Over the long term, DreamWorks could benefit from its efforts to expand its TV and consumer products businesses. S&P would view positively the company's shift to diversify into nonfilm businesses, given the volatility in the film business. "The stable rating outlook reflects our view that DreamWorks' liquidity is more than sufficient to meet its cash needs for the next year," said Mr. Sarma. "We view a rating change as unlikely over the next 12 months." Although unlikely, S&P could lower the rating on the company if it becomes clear that its 2016 film slate or its television or consumer products initiatives would underperform S&P's expectations, such that its liquidity would be "less than adequate" to meet its operating needs, and cash flow does not become positive as expected. S&P views an upgrade as unlikely over the next 12 months because of the company's limited film slate and negative cash flow generation. S&P could raise the rating if the company successfully grows its television and consumer products businesses, such that we would view its business risk profile as improved to "weak." S&P could also upgrade the company if it is able to reduce leverage from the very high levels, while achieving and sustaining positive free cash flow. ERG INTERMEDIATE: Hires DLA Piper as Special Counsel ---------------------------------------------------- ERG Intermediate Holdings, LLC, et al. seek authorization from the U.S. Bankruptcy Court for the Northern District of Texas to employ DLA Piper LLP (US) as special counsel, nunc pro tunc to the April 30, 2015 petition date. The Debtors require DLA Piper as special counsel with respect to corporate governance, transactional, and other matters related to the Sale and any other transactional matter designated by the Debtors in consultation with Jones Day, the Debtors' proposed general restructuring counsel, arising during these Chapter 11 cases. DLA Piper will be paid at these hourly rates: Jack Langolis, Partner $930 Vincent Slusher, Partner $780 Andrew Zollinger, Associate $650 Laura Vartivarian, Associate $605 Rachel Nanes, Associate $555 Taylor Randazzo, Associate $395 Sherry Faulkner, Paralegal $255 DLA Piper will also be reimbursed for reasonable out-of-pocket expenses incurred. Prior to the Petition Date, DLA maintained two matters numbers for the Debtors in connection with the Goldleaf Transaction ("Matter 1"); and the February Sale ("Matter 2"). In connection with Matter 1, DLA incurred a total of $924,621 in fees and $129,569.86 in expenses for professional services rendered commencing in or around December 2013 through February 2015. To date, DLA has been paid a total of $619,095.25 on Matter 1 from the Debtors. In connection with Matter 2, DLA incurred a total of $257,489 in fees and $524.71 in expenses for professional services rendered from February 2015 to the Petition Date. To date, DLA has been paid a retainer of $200,000 and a supplemental payment of $50,000 on Matter 2 from the Debtors. Accordingly, as of the Petition Date, DLA is owed a total of $435,095.61 for professional services rendered on Matter 1 and $8,013.71 for professional services rendered on Matter 2. Jack Langlois, partner of DLA Piper, 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. DLA Piper can be reached at: Vincent P. Slusher, Esq. DLA PIPER LLP (US) 1717 Main Street, Suite 4600 Dallas, TX 75201-4629 Tel: (214) 743-4500 Fax: (214) 743-4545 E-mail: vincent.slusher@dlapiper.com About ERG Resources ERG Resources, LLC, is a privately owned oil & gas producer that was formed in 1996. Since 2010, ERG Resources and ERG Operating Co. have been primarily engaged in the exploration and production of crude oil and natural gas in the Cat Canyon Field in Santa Barbara County, California. ERG Resources owns 19,027 gross lease acreage in the Cat Canyon Field. ERG Resources also owns and operates oil & gas leases representing 683 gross acres of leasehold located in Liberty County, Texas. The Company's corporate headquarters is located in Houston, Texas. Scott Y. Wood, through two of his affiliates, owns 100% of the membership units in ERG Intermediate Holdings LLC, the parent company. ERG Intermediate Holdings, ERG Resources and three affiliates sought Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No. 15-31858) on April 30, 2015, in Dallas, Texas. The Debtors tapped Jones Day as counsel; DLA Piper as co-counsel; AP Services, LLC, to provide a CRO; and Epiq Bankruptcy Solutions, LLC. ERG Intermediate estimated $100 million to $500 million in assets and debt. The U.S. Trustee overseeing the Chapter 11 case of ERG Intermediate Holdings LLC appointed five creditors of the company to serve on the official committee of unsecured creditors. EVERYWARE GLOBAL: Clinton Group No Longer Owns Shares ----------------------------------------------------- Clinton Group, Inc.; Clinton Magnolia Master Fund, Ltd.; Clinton Spotlight Master Fund L.P.; and George E. Hall disclosed in a SCHEDULE 13D (Amendment No. 4) filing with the Securities and Exchange Commission that as of the close of business on June 2, 2015, they no longer owned any registered equity securities of EveryWare Global, Inc. Pursuant to EveryWare Global's Prepackaged Chapter 11 Plan, as supplemented, which was confirmed by the United States Bankruptcy Court for the District of Delaware on May 22, 2015, each share of the Company's preferred stock and common stock and each warrant to purchase common stock outstanding prior to the Company's emergence from bankruptcy was canceled on June 2, the Effective Date of the Company's Plan of reorganization. On the Effective Date, 282,255 shares of unvested earnout Founder Shares of Common Stock held by CMAG were forfeited for no consideration and the Sponsor Warrants to purchase 2,211,925 shares of Common Stock held by CMAG were cancelled for no consideration. It is anticipated that CMAG will receive 12,690 shares of the Company's new common stock for the remaining 2,635,745 shares of Common Stock beneficially owned by CMAG on the Effective Date. On the Effective Date, SPOT forfeited warrants to purchase 150,000 shares of Common Stock. It is anticipated that SPOT will receive 2,889 shares of the Company's new common stock in exchange for 600,000 shares of Common Stock of the Company held on the Effective Date. The shares of the Company's new common stock to be issued to Clinton et al. Persons represent less than 1% of the outstanding shares of new common stock. On May 13, 2015, the Company filed a Form 15, as amended on May 14, 2015 to terminate the registration of its securities under Section 13(g) of the Securities Exchange Act of 1934, as amended. The Company's new common stock is not registered under the Securities Exchange Act of 1934. Clinton et al. ceased to beneficially own more than 5% of the Company on June 2, 2015. About EveryWare Global Headquartered in Lancaster, Ohio, EveryWare (Nasdaq:EVRY) is a marketer of tabletop and food preparation products for the consumer and foodservice markets, with operations in the United States, Canada, Mexico and Asia. The company has more than 1,500 personnel throughout the United States. Sales and marketing functions are managed from executive offices in Lancaster, Ohio, with staff located in Melville, New York, New York City, and Oneida, New York. The primary operating subsidiaries, Oneida Ltd. and Anchor Hocking, LLC, were founded in 1848 and 1873, respectively. In 2011, investment funds affiliated with the Monomoy Capital Partners completed their acquisition of these companies and, in March 2012, integrated them under the EveryWare brand. In May 2013, a merger was completed where EveryWare became a wholly-owned subsidiary of ROI Acquisition Corp. ("ROI"), a special purpose acquisition company sponsored by affiliates of the Clinton Group, Inc., and ROI was renamed EveryWare Global Inc. As of Sept. 30, 2014, EveryWare reported assets of $238 million and liabilities of $380 million. EveryWare Global, Inc., commenced a Chapter 11 bankruptcy case to implement a prepackaged financial restructuring that converts $248 million of the long-term debt to 96% of the common stock of the company post-emergence. EveryWare Global filed a voluntary Chapter 11 petition (Bankr. D. Del. Case No. 15-10743) on April 7, 2015. Twelve of its affiliates filed separate Chapter 11 petitions the next day. Judge Laurie Selber Silverstein presided over the cases. The Debtors tapped Kirkland & Ellis LLP, as general bankruptcy counsel; Pachulski Stang Ziehl & Jones LLP, as local bankruptcy counsel; Jefferies LLC, as financial advisor; Alvarez & Marsal North America, LLC, to provide a CRO and Interim VP of Finance; and Prime Clerk LLC as claims and noticing agent. * * * EveryWare Global, Inc., on May 22, 2015, confirmed the Company's financial restructuring plan dated April 7, 2015, that, among other things, will substantially reduce the Company's long-term debt. The plan, as supplemented, provides for the cancellation of the Company's existing common stock. The Company's existing common stockholders and holders of in-the-money warrants (other than the Company's prepetition term loan lenders and their affiliates and certain stockholders affiliated with the Company) will receive cash equal to $0.06 per existing share of common stock. FINJAN HOLDINGS: Stockholders Elect Two Directors ------------------------------------------------- Finjan Holdings, Inc., held its 2015 annual meeting of stockholders on June 24, 2015, at which the stockholders elected Michael Eisenberg and Harry Kellogg as Class 3 directors to serve three-year terms ending at the 2018 annual meeting of stockholders and until their respective successors are elected and qualified or until their earlier death, removal or resignation. The stockholders also ratified the appointment of Marcum LLP as the Company's independent registered public accounting firm for the fiscal year ending Dec. 31, 2015. On June 24, 2015, upon the recommendation and approval of the compensation committee of the board of directors of Finjan, the Board adopted and approved the Israeli Appendix to the Company's 2014 Incentive Compensation Plan and a form of Israeli Option Award Agreement for awards made under the Israeli Sub-plan. The Israeli Sub-plan is intended to enable the Company to grant options, and issue shares of common stock under Israeli tax laws. Any person who is employed by the Company or any of its affiliates, as well as any director, consultant, adviser, service provider or controlling stockholder of the company or its affiliates that is a resident of the State of Israel, or deemed to be a resident of the State of Israel for payment of taxes, is eligible to receive awards under the Israeli Sub-plan. Options granted pursuant to Section 102 of the Ordinance may only be granted to employees, officers and directors of the Company or its affiliates who are otherwise eligible to receive awards under the 2014 Plan and are considered Israeli residents for Israeli income tax purposes. Moreover, 102 Options may only be granted under the Israeli Sub-plan after the Company has made appropriate filings with the Israeli taxing authority. Non-employees and controlling stockholders that are otherwise eligible to receive awards under the 2014 Plan and the Israeli Sub-plan may only be awarded options granted pursuant to Section 3(i) of the Ordinance. The Company's board of directors may appoint a trustee for the purposes of the Israeli Sub-plan, in accordance with the requirements of applicable Israeli law. The Israeli sub-plan contains provisions relating to the appointment of such trustee in connection with options granted pursuant to Section 102 or Section 3(i) of the Ordinance. Solely for the purpose of determining tax liability pursuant to Section 102(b)(3) of the Ordinance, if at the date of grant of an option under the Israeli Sub-plan, the Company's shares are listed on any established stock exchange or a national market system or if the Company's shares will be registered for trading within 90 days following the date of grant of the certain options specified in the Israeli Sub-plan, the fair market value of the Common Stock at the date of grant will be determined in accordance with the average value of the Company's common stocks during the thirty trading days preceding the date of grant or the thirty trading days following the date of registration for trading, as the case may be. About Finjan Finjan, formerly known as Converted Organics, is a leading online security and technology company which owns a portfolio of patents, related to software that proactively detects malicious code and thereby protects end-users from identity and data theft, spyware, malware, phishing, trojans and other online threats. Founded in 1997, Finjan is one of the first companies to develop and patent technology and software that is capable of detecting previously unknown and emerging threats on a real-time, behavior-based basis, in contrast to signature-based methods of intercepting only known threats to computers, which were previously standard in the online security industry. Finjan reported a net loss of $10.47 million in 2014 following a net loss of $6.07 million in 2013. As of March 31, 2015, the Company had $16.5 million in total assets, $2.19 million in total liabilities, and $14.3 million in total stockholders' equity. FIRST DATA: Fitch Assigns 'BB/RR1' Rating on 2022 Sec. Term Loans ----------------------------------------------------------------- Fitch Ratings has assigned a 'BB/RR1' rating to First Data Corp.'s (FDC) senior secured term loans due 2022. FDC's Issuer Default Rating is 'B' with a Stable Outlook. At March 31, 2015, the company had $21 billion in total debt outstanding. FDC plans to enter into term loan facilities totalling $750 million consisting of a USD term loan and a Euro term loan. Proceeds are expected to be used to pay down the 1st lien secured notes due 2019. The term loan has the same primary leverage covenant as the revolving credit facility due in June 2020 and other similar ancillary covenants. KEY RATING DRIVERS -- Leveraged Capital Structure: The rating reflects FDC's highly leveraged capital structure. As of March 31, 2015, total and secured leverage were 8.2x and 5.8x, respectively. Fitch notes that leverage has materially declined from 10.6x in 2010 as a result of debt reduction and EBITDA growth. Debt reduction was driven largely by $3.5 billion in equity private placement at First Data Holdings, Inc. (FDC's direct parent, HoldCo) in July 2014, of which $2.2 billion was used to pay down debt at FDC (excluding $214 million in call premiums). Remaining proceeds were used to pay down the 14.5% PIK notes at HoldCo, which as of December 2014, were fully redeemed. -- Large Operational Scale: The Merchant Solutions business is characterized by its large scale and global footprint with more than six million merchants. Existing merchant relationships and large distribution platform (alliances and partnerships) reinforce the company's ability to sustain its market share while providing a segue to introduce and capitalize on emerging technologies (i.e. Apple Pay, Clover, EMV, and Mobile Payments). The Financial Service business also benefits from this scale and established relationships with card issuers as well as from long-term contracts which have high switching costs. -- Diversified Customer Base: The customer base is global in nature and consists primarily of millions of regional and local merchants and large financial institutions. Fitch notes, however, that FDC is exposed to price sensitive merchants within small- and medium-sized businesses that are more susceptible to down cycles. -- Fee Structure Offsets Cyclicality: Revenue has a correlation with consumer spending, but volatility is subdued due to the continued adoption of electronic payments, exposure to consumer staples, pricing model (paid per transaction as well as on a percentage of transacted amount) in Merchant Solutions, and contractual nature of fees (based on activity level) in Financial Services. -- Spending Shift: A mix shift in consumer spending patterns favoring large discount retailers that have more leverage to negotiate favorable fees has pressured profitability and revenue growth. Fitch notes that this is mitigated by increased spending online that can generate high fees due to the higher risk associated with the transaction. -- Financial Industry Consolidation: Consolidation could pose a risk for the company, particularly in FDC's Financial Services segment, as could changes in regulations in FDC's overall business. -- Emerging Competition: Despite the high barriers to entry, this factor could be eroded by the emergence of new payment technology in the Merchant Solutions segment. Conversely, the Financial Services segment has much lower exposure to emerging competitors due to First Data's strong position in card processing for large institutions. KEY ASSUMPTIONS -- Fitch assumes revenues will grow in the low- to mid-single digits over the near term, and that First Data's EBITDA margin will be relatively stable in the 24% to 25% range. -- Fitch believes that primarily through EBITDA growth First Data's consolidated leverage will decline to approximately 7x by the end of 2017. RATING SENSITIVITIES Positive Trigger: An explicit commitment by management to maintain leverage at or below 6x (gross leverage) could merit an upgrade consideration. Future developments that may lead to positive rating action include a greater visibility and confidence in the potential for the company to access the public equity markets with proceeds used to reduce debt outstanding. Negative Trigger: The ratings could be downgraded if First Data were to experience erosion in its market share or if price compression accelerates due to new competitive threats leading to sustained EBITDA margins at approximately 20% or below with negative free cash flow generation. LIQUIDITY AND DEBT STRUCTURE Liquidity as of March 31, 2015 consisted of cash of $340 million (net $43 million excluding $148 million held outside the U.S. and $149 million held at subsidiaries to fund their respective operations). Pro forma for the company's new revolving credit facility, as of March 31, 2015, FDC's RCF provided an additional $827 million of liquidity (net of $381 million drawn and $42 million in letters of credit outstanding) that can be called upon. With respect to the new RCF, in addition to 50 basis points (bps) reduction in the borrowing spread and reduced commitment fees, certain amendments were made to reduce incremental facilities, reduce the restricted payments basket, modify the equity cure right, reduce the letters of credit sublimit and modify the excess cash flow sweep. FIRST NICKEL: Receives TSX Delisting Review Notice -------------------------------------------------- First Nickel Inc. on June 26 disclosed that it has received notice from the Toronto Stock Exchange that the TSX is reviewing the eligibility of the Corporation's common shares for continued listing on the TSX. Specifically, the TSX has advised that it is reviewing whether FNI meets the TSX's continued listing criteria in the following areas: (i) the Corporation's financial condition and operating results; (ii) whether the Corporation has adequate working capital and an appropriate capital structure; and (iii) whether the share price of FNI's common shares has been so reduced as to not warrant continued listing. First Nickel is being reviewed under the TSX's remedial review process and has been granted 120 days to comply with all requirements for continued listing. If the Corporation cannot demonstrate that it meets all TSX requirements set out in Part VII of The Toronto Stock Exchange Company Manual on or before October 28, 2015, FNI's common shares will be delisted 30 days from such date. First Nickel intends to cooperate fully with the TSX review process, including with respect to the consideration of listing alternatives for its common shares. Any continued listing or alternate listing of the Corporation's common shares will be dependent on a number of factors. In light of the status of First Nickel's operations under the current nickel price environment, there can be no assurance that the Corporation will be able to maintain a listing of its common shares on the TSX, or obtain an alternate listing on another exchange. About FNI FNI is a Canadian mining and exploration company. FNI's mission is to be the most dynamic North American emerging base metal mining company in which to work and invest and to be respected in the communities in which it operates. FNI owns and operates the Lockerby Mine in the Sudbury Basin in northern Ontario, which reached full production during 2013. FORTESCUE METALS: Bank Debt Trades at 10% Off --------------------------------------------- Participations in a syndicated loan under which Fortescue Metals Group Corp. is a borrower traded in the secondary market at 90.05 cents-on-the- dollar during the week ended Friday, June 19, 2015, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in the June 25, 2015, edition of The Wall Street Journal. This represents a decrease of 0.249 percentage points from the previous week, The Journal relates. Fortescue Metals Group Corp. pays 275 basis points above LIBOR to borrow under the facility. The bank loan matures on June 13, 2019, and carries Moody's Ba1 rating and Standard & Poor's BB+ rating. The loan is one of the biggest gainers and losers among 257 widely quoted syndicated loans with five or more bids in secondary trading for the week ended June 19. FRAC TECH: Bank Debt Trades at 16% Off -------------------------------------- Participations in a syndicated loan under which Frac Tech Services Ltd. is a borrower traded in the secondary market at 83.57 cents-on-the- dollar during the week ended Friday, June 19, 2015, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in the June 25, 2015, edition of The Wall Street Journal. This represents an decrease of 0.29 percentage points from the previous week, The Journal relates. Frac Tech Services Ltd. pays 475 basis points above LIBOR to borrow under the facility. The bank loan matures on April 3, 2021, and carries Moody's Caa2 rating and Standard & Poor's CCC+ rating. The loan is one of the biggest gainers and losers among 257 widely quoted syndicated loans with five or more bids in secondary trading for the week ended June 19. FREESEAS INC: Effects Reverse Common Stock Split ------------------------------------------------ FreeSeas Inc. announced that the Company's Amended and Restated Articles of Incorporation are being amended to effect a reverse stock split of the Company's issued and outstanding common stock at a ratio of one new share for every 50 shares currently outstanding. The Company anticipates that its common stock will begin trading on a split-adjusted basis when the market opens on June 26, 2015. FreeSeas' common stock will continue to trade under the symbol "FREE." The common shares will also trade under a new CUSIP number Y26496193. The reverse stock split will consolidate 50 shares of common stock into one share of common stock at a par value of $.001 per share. The reverse stock split will not affect any shareholder's ownership percentage of FreeSeas' common shares, except to the limited extent that the reverse stock split would result in any shareholder owning a fractional share. Fractional shares of common stock will be rounded up to the nearest whole share. After the reverse stock split takes effect, shareholders holding physical share certificates will receive instructions from American Stock Transfer and Trust Company LLC, the Company's exchange agent, regarding the process for exchanging their shares. About FreeSeas Inc. Headquartered in Athens, Greece, FreeSeas Inc., formerly known as Adventure Holdings S.A., was incorporated in the Marshall Islands on April 23, 2004, for the purpose of being the ultimate holding company of ship-owning companies. The management of FreeSeas' vessels is performed by Free Bulkers S.A., a Marshall Islands company that is controlled by Ion G. Varouxakis, the Company's Chairman, President and CEO, and one of the Company's principal shareholders. The Company's fleet consists of six Handysize vessels and one Handymax vessel that carry a variety of drybulk commodities, including iron ore, grain and coal, which are referred to as "major bulks," as well as bauxite, phosphate, fertilizers, steel products, cement, sugar and rice, or "minor bulks." As of Oct. 12, 2012, the aggregate dwt of the Company's operational fleet is approximately 197,200 dwt and the average age of its fleet is 15 years. Freeseas reported a net loss of $12.7 million in 2014, a net loss of $48.7 million in 2013 and a net loss of $30.9 million in 2012. As of Dec. 31, 2014, the Company had $64.25 million in total assets, $39.2 million in total liabilities and $25 million total shareholders' equity. RBSM LLP, in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that the Company has incurred recurring operating losses and has a working capital deficiency. In addition, the Company has failed to meet scheduled payment obligations under its loan facilities and has not complied with certain covenants included in its loan agreements. Furthermore, the vast majority of the Company's assets are considered to be highly illiquid and if the Company were forced to liquidate, the amount realized by the Company could be substantially lower that the carrying value of these assets. Also, the Company has disclosed alternative methods of testing the carrying value of its vessels for purposes of testing for impairment during the year ended December 31, 2014. These conditions among others raise substantial doubt about the Company's ability to continue as a going concern. GENE CHARLES: Court Denies Motion to Sell West Lake Building ------------------------------------------------------------ The Hon. Patrick M. Flatley of the U.S. Bankruptcy Court for the Northern District of West Virginia denied Gene Charles Valentine Trust's motion for order authorizing the sale of its the office building located at 4510 East Thousand Oaks Boulevard, in West Lake Village, California 91361. The Court denied the sale motion because the Court no longer has jurisdiction to approve the sale. Since a Chapter 11 plan has been confirmed and the assets of the Debtor have revested into the Debtor, the Debtor need not seek court approval of the sale. The Debtor filed the sale motion on April 14, 2015. The Debtor also sought court order compelling Special Servicer CIII to produce loan statements, an account reconciliation, loan payoff detail and other related relief under Confirmed Plan. On Feb. 4, 2015, the Debtor entered into an agreement for the sale of the West Lake Building for a substantial purchase price with a certain buyer, well over the amount asserted on U.S. Bank National Association's proof of claim. The West Lake Building has been listed for sale for more than two years by broker Michael Slater of CBRE. On April 24, 2015, U.S. Bank, as trustee for the registered holders of Morgan Stanley Capital I Inc., Commercial Pass-Through Certificates, Series 2006-TOP21, by and through CIII Asset Management, LLC, solely in its capacity as special servicer for U.S. Bank, objected the sale, saying, "This is not the first time the Reorganized Debtor has filed papers in the Court seeking in essence to modify the Plan and Confirmation in order to avoid its contractual responsibilities. The relief sought in the Motion is nothing more than an attempt by the Reorganized Debtor to avoid default interest and other charges contractually due under the West Lake loan documents by focusing on unsupported allegations of misconduct of C-III that occurred post-confirmation, after substantial consummation of the Plan and over which the Court has no jurisdiction." CIII Asset stated in its objection that the relief sought by the Debtor in the sale motion should be denied because, among other things: (a) the Court does not have subject matter jurisdiction to hear the motion since the West Lake property vested in the Debtor upon the effective date of the Plan and is no longer property of the Chapter 11 bankruptcy estate, and (b) even if the Court should have jurisdiction to approve the sale of the West Lake property under the title 11 of the United States Code, it cannot effectuate a sale of the property so since the Debtor only owns an undivided one-half interest in the West Lake property with the John N. Valentine Living Trust, a party over which the Court clearly has no jurisdiction. CIII Asset is represented by: Bernstein-Burkley, P.C. Arch W. Riley, Jr., Esq. Post Office Box 430 Wheeling, WV 26003-0009 Tel: (304) 215-1177 Fax: (412) 456-8135 E-mail: ARiley@bernsteinlaw.com About Gene Charles Valentine A business trust created by investment advisor and broker-dealer agent Gene Charles Valentine sought Chapter 11 bankruptcy protection (Bankr. N.D. W.Va. Case No. 12-01078) in Wheeling, West Virginia on Aug. 9, 2012. The Gene Charles Valentine Trust owns commercial and real estate properties in West Virginia, the Financial West Group, the Peace Point Equestrian Center and the Aspen Manor. The Debtor disclosed in its schedules $34,101,393 in total assets and $22,623,554 in total liabilities. Financial West Investment Group, Inc., doing business as Financial West Group -- http://www.fwg.com/-- is a firm with more than 340 registered representatives supervised by 44 Offices of Supervisory Jurisdiction throughout the United States. Financial West Group is a FINRA, and SIPC member and SEC Registered Investment Advisor (over $1 billion under control) that offers a full range of financial products and services. Its corporate office 32 member staff is dedicated to providing registered representatives quality service and technology to allow them to focus on best servicing their investors needs. Aspen Manor -- http://www.aspenmanorresort-- is a resort that claims to be the "The Jewel of the Ohio Valley." Along with its architectural artistry, including hand-carved ceilings, the Manor is filled will original art, statues, historic furniture and artifacts. Bankruptcy Judge Patrick M. Flatley oversees the case. The Trust hired Mazur Kraemer Law Inc., in Weirton, W.V., as lead and local bankruptcy counsel. Weir & Parners LLP, in Philadelphia, serves as co-counsel. The Debtor on August 2, 2013 won confirmation of its Plan, which was declared effective Aug. 27, 2013. GENIUS BRANDS: Appoints Michael Handelman as New CFO ---------------------------------------------------- The Board of Directors of Genius Brands International, Inc., appointed Michael D. Handelman CPA as its new chief financial officer effective June 26, 2015, according to a document filed with the Securities and Exchange Commission. Rebecca Hershinger had resigned from her position as chief financial officer of the Company. Her resignation was not a result of any disagreement with the Company or its management regarding any matters relating to the Company's operations, policies or practices. Mr. Handelman, age 56, has over 20 years of experience as a chief financial officer. From 2011 to 2015, Mr. Handelman was chief financial officer of Lion Biotechnologies, Inc., a public biopharmaceutical company located in Los Angeles, California, focused on the development and commercialization of novel cancer immunotherapy products. At Lion Biotechnologies, Inc., he was responsible for management of operations relating to all financial and fiscal aspects of the company. Mr. Handelman is a certified public accountant and holds a degree in accounting from the City University of New York. Mr. Handelman will serve for an initial term of one year, subject to renewal. Mr. Handelman will be paid an aggregate of $60,000 for his services, plus reimbursement of certain out-of-pocket expenses. Mr. Handelman will receive additional payments based on an hourly rate for services that are outside the scope of his engagement. About Genius Brands Beverly Hills, Calif.-based Genius Brands International, Inc., creates and distributes music-based products which it believes are entertaining, educational and beneficial to the well-being of infants and young children under its brands, including Baby Genius and Little Genius. Genius Brands reported a net loss of $3.72 million in 2014, a net loss of $7.21 million in 2013, a net loss of $2.06 million in 2012 and a net loss of $1.37 million in 2011. As of March 31, 2015, the Company had $17.5 million in total assets, $4.44 million in total liabilities and $13.09 million in total equity. GLOBALSTAR INC: Issues 13.9M Common Shares to Terrapin & Hughes --------------------------------------------------------------- Terrapin Opportunity, L.P., purchased 6,562,398 shares of Globalstar, Inc.'s voting common stock under a Common Stock Purchase Agreement for an aggregate purchase price of $14 million, which constituted the remaining amount available under the Purchase Agreement. Globalstar entered into the Purchase Agreement dated as of Dec. 28, 2012, with Terrapin pursuant to which the Company may, subject to certain conditions, require Terrapin to purchase up to $30 million of shares of its voting common stock over the 24-month term. As previously disclosed in the Company's quarterly report on Form 10-Q for the quarter ended March 31, 2015, Hughes elected an option to accept a pre-payment of approximately $15.5 million of Globalstar's remaining contract milestones in Globalstar voting common stock at a 7% discount in lieu of cash. On June 19, 2015, Globalstar issued 7,382,356 shares of its voting common stock to Hughes pursuant to this agreement. The issuances of the shares of voting common stock to Terrapin and Hughes are exempt from registration under the Securities Act of 1933, as amended, pursuant to the exemption for transactions by an issuer not involving any public offering under Section 4(a)(2) of the Securities Act. These shares have been registered for resale under effective registration statements. About Globalstar, Inc. Globalstar is a leading provider of mobile satellite voice and data services. Globalstar offers these services to commercial and recreational users in more than 120 countries around the world. The company's products include mobile and fixed satellite telephones, simplex and duplex satellite data modems and flexible service packages. Many land based and maritime industries benefit from Globalstar with increased productivity from remote areas beyond cellular and landline service. Globalstar customer segments include: oil and gas, government, mining, forestry, commercial fishing, utilities, military, transportation, heavy construction, emergency preparedness, and business continuity as well as individual recreational users. Globalstar data solutions are ideal for various asset and personal tracking, data monitoring and SCADA applications. Globalstar reported a net loss of $463 million in 2014, a net loss of $591 million in 2013 and a net loss of $112.19 million in 2012. As of March 31, 2015, the Company had $1.25 billion in total assets, $1.29 billion in total liabilities, and a $39.6 million total stockholders' deficit. GREAT HANDS: Case Summary & 15 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Great Hands, Inc. dba Physical Therapy & Sports Assessment Ctr 8380 Colesville Rd., Ste. 200 Silver Spring, MD 20910 Case No.: 15-18996 Nature of Business: Health Care Chapter 11 Petition Date: June 25, 2015 Court: United States Bankruptcy Court District of Maryland (Greenbelt) Judge: Hon. Thomas J. Catliota Debtor's Counsel: Jonathan P. Morgan, Esq. MORGAN ROSE, LLC 416 Hungerford Drive, Suite 233 Rockville, MD 20850 Tel: (301) 838-2010 Fax: (301) 738-7193 Email: jon@morganroselaw.com Total Assets: $1.2 million Total Liabilities: $1.9 million The petition was signed by Edward Lee, president. A list of the Debtor's 15 largest unsecured creditors is available for free at http://bankrupt.com/misc/mdb15-18996.pdf H.J. HEINZ: Fitch Raises Issuer Default Rating From 'BB-' --------------------------------------------------------- Fitch Ratings has upgraded and removed H.J. Heinz Company and its subsidiaries' ratings from Rating Watch Positive and taken the rating actions outlined below. The Rating Outlook is Stable. These rating actions reflect the refinancing related to the merger of Kraft Foods Group (Kraft) and H.J. Heinz Company to form The Kraft Heinz Company (Kraft Heinz) in a stock and cash transaction. The definitive agreement was announced on March 25, 2015 and Fitch estimates that the deal will close shortly after the Kraft shareholders' vote on July 1, 2015, as key regulatory approvals have been received. Kraft shareholders will own 49% and Heinz shareholders, primarily 3G Capital (3G) and Berkshire Hathaway (Berkshire), will own 51% of the combined entity. In addition, Kraft's shareholders will receive a cash payment of $16.50 per share, or roughly $10 billion, funded by 3G and Berkshire. The combined debt level post-merger is expected to be approximately $33 billion, factoring 100% debt for $8 billion in preferred stock. Fitch has upgraded these: H.J. Heinz Holding Corp. (to be renamed Kraft Heinz Company) (Parent) -- Long-term Issuer Default Rating (IDR) to 'BBB-' from 'BB-'. H.J. Heinz Co. (to be renamed Kraft Heinz Foods Company) -- Long-term IDR to 'BBB-' from 'BB-'; -- $1.2 billion second-lien secured notes due Feb. 2025 to 'BBB' from 'BB'; -- $430 million senior unsecured notes to 'BBB-' from 'BB-'. H.J. Heinz Finance Co. (debt moving to Kraft Heinz Foods Company) -- $1.5 billion senior unsecured notes to 'BBB-'from 'BB-'. H.J. Heinz Finance UK Plc. -- 125 GBP 6.25% second lien secured notes due Feb. 2030 to 'BBB' from 'BB'. Concurrently, Fitch has assigned the following ratings to Kraft Foods Group, Inc.'s existing debt which will be rolled over under the Kraft Heinz Foods Company: -- $8.6 billion senior unsecured notes at 'BBB-' Fitch has also assigned these ratings: H.J. Heinz Co. (to be renamed Kraft Heinz Foods Company): -- $4 billion new unsecured credit facility due 2020 at 'BBB-'; -- $600 million new unsecured term loan due 2022 at 'BBB-'; -- $11.5 billion unsecured notes (US$10 billion, EUR750 million, GBP400 million) at 'BBB-'. Kraft Canada (operating subsidiary): -- Long-term Issuer Default Rating (IDR) at 'BBB-'; -- CAD1 billion unsecured notes at 'BBB-'. The Rating Outlook is Stable. Kraft Heinz will use proceeds from new debt issuance to pay down approximately $10.3 billion of H.J. Heinz Co.'s first lien term loans and second lien notes (including $3.1 billion due 2020 and $800 million due 2025). As a result, Fitch has withdrawn its ratings on the following debt: -- $2.0 billion 1st lien secured revolving credit facility rated 'BB+'; -- $6.4 billion 1st lien secured term loans due June 2019 and June 2020 rated 'BB+'; -- $3.1 billion second-lien secured notes due Oct. 2020 rated 'BB'; KEY RATING DRIVERS: Low Investment-Grade Credit Profile: Fitch estimates that initial pro forma debt/EBITDA leverage for Kraft Heinz will be close to 5x, based on total pro forma debt of $33 billion and EBITDA of approximately $6.7 billion. Pro forma debt factors in the $8 billion preferred stock (owned by Berkshire Hathaway) as 100% debt, since Kraft Heinz expects to refinance it with debt at the first call date in June 2016. Replacing the 9% preferred stock with lower cost debt is projected to result in $450 million to $500 million annual cash savings (assuming the tax benefit of issuing debt) relative to the current $720 million annual preferred dividend. Fitch estimates that leverage will trend towards the mid-3x range by the end of 2017 due to a combination of $2 billion of expected debt reduction and realizing a substantial portion of the targeted $1.5 billion in annual synergies. The company expects to achieve both COGS and SG&A synergies through fixed cost and overhead reduction, rationalizing the manufacturing footprint, and realizing procurement savings on increased scale. Fitch anticipates total cash costs to realize these cost savings at approximately $2 billion. Strong Owner/Operators: The ratings incorporate significant qualitative benefits from the company's majority owners, 3G and Berkshire. Both have financial strength and are proven operators. 3G has increased operating profitability substantially and delevered acquired firms including Heinz, Restaurant Brands International, Inc. (formerly Burger King) and Anheuser Busch InBev NV/SA (Fitch IDR 'A'/Outlook Stable). Heinz's total debt to EBITDA for the 12 months ended Dec. 28, 2014 was 6.2x (factoring 50% equity credit for the $8 billion preferred stock), down substantially from 8.9x in 2013 (3G and Berkshire had acquired the company in June 2013). The improvement was driven by more than $1 billion in debt repayment and a 35% EBITDA increase due to lower overhead and manufacturing costs. Improved Debt Structure: Kraft Heinz plans to refinance $10.3 billion of Heinz's existing secured debt (and the $8 billion preferred stock in 2016) with lower-cost unsecured debt. Fitch estimates that $1.2 billion in Heinz' $2 billion second-lien notes due in 2025, its GBP125 million second-lien notes, and approximately $1.9 billion unsecured debt will remain outstanding, as well as Kraft's $8.6 billion debt. Significant Free Cash Flow (FCF) and Deleveraging: Fitch estimates that initially, FCF will be impacted heavily by merger and restructuring costs, as was the case in the Heinz deal two years ago. However, FCF should then strengthen to allow debt repayment in the $2 billion range by the end of 2017. FCF will also be impacted by the company's decision to maintain Kraft's current dividend per share on a share base that will almost double, resulting in a pro forma annual dividend of approximately $2.7 billion, and growing thereafter. Refraining from share repurchases over a two-year period supports the company's commitment to debt reduction. Meaningful working capital improvement opportunities are also expected to contribute to FCF generation. Increased Size and Diversification, but Heavy Exposure to Mature North American Market: The company will generate approximately $29 billion of combined annual revenue. The portfolio will include eight $1 billion-plus brands and many other large and well-known household brands. In the near term, Kraft Heinz will be heavily exposed to the mature, highly competitive NA market which makes up about 76% of sales. Fitch believes this exposure puts significant pressure on the top line and could result in low single-digit organic volume declines that could potentially offset some of the benefits from cost synergies. Longer-term, the company should benefit from revenue synergies resulting from greater international growth as Kraft products can be distributed on Heinz's international networks. Heinz generates about 60% of its sales outside the U.S., with emerging markets comprising approximately 25% of the firm's $11 billion annual revenue. However, Heinz' top line weakness remains a concern for Fitch. The weak top line has been pressured by soft category trends in U.S. frozen foods as well as the company's intentional pruning of lower margin products, with volume declines partially offset by price increases. KEY ASSUMPTIONS: -- Fitch estimates initial pro forma leverage (total debt-to- EBITDA) at almost 5.0x based on pro forma debt of $33 billion and EBITDA of $6.7 billion. -- Fitch estimates that leverage will trend towards the mid-3x range by the end of 2017 due to a combination of $2 billion of expected debt reduction and realizing a substantial portion of the targeted $1.5 billion in annual synergies. -- No net share repurchases for the first two years post- transaction. -- Cash cost to achieve synergies estimated at approximately $2 billion. -- Meaningful working capital improvement also supports the achievability of debt reduction. -- Approximately $2.7 billion initial annual dividend, growing moderately over forecast period. RATING SENSITIVITIES Future developments that may, individually or collectively, lead to a negative rating action include: -- Sustained weak operating trends due to continued weakness in top line growth and potential market share loss in major categories; slow progress or inability to achieve targeted cost synergies, leading to insufficient FCF or cash on hand to pay down debt, which results in total debt to EBITDA sustaining around the 4.0x range at the end of 2017. Future developments that may, individually or collectively, lead to a positive rating action include: -- A positive rating action is not anticipated in the near- to intermediate-term due to the company's increased leverage post the transaction. -- Over the long term, a positive rating action could be supported by consistent positive organic volume growth, substantial and growing FCF generation, along with meaningful debt reduction that takes leverage down to the low-3x range. HAMILTON SUNDSTRAND: Bank Debt Trades at 3% Off ----------------------------------------------- Participations in a syndicated loan under which Hamilton Sundstrand Industrial is a borrower traded in the secondary market at 96.73 cents-on-the-dollar during the week ended Friday, June 19, 2015 according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in the June 25, 2015, edition of The Wall Street Journal. This represents an increase of 0.27 percentage points from the previous week, The Journal relates. Hamilton Sundstrand Industrial pays 300 basis points above LIBOR to borrow under the facility. The bank loan matures on Dec. 10, 2019, and carries Moody's B1 rating and Standard & Poor's B+ rating. The loan is one of the biggest gainers and losers among 257 widely quoted syndicated loans with five or more bids in secondary trading for the week ended June 19. HIGH RIDGE: US Trustee Objects to Hiring of Bayshore as Banker -------------------------------------------------------------- Guy G. Gebhardt, acting U.S. Trustee for Region 21, filed an objection with the U.S. Bankruptcy Court for the Southern District of Florida to the joint application by debtors High Ridge Management Corp., et al., and the Official Unsecured Creditors' Committee to employ Steven Zuckerman and Bayshore Partners, LLC as investment banker. The U.S. Trustee recognizes that the Selling Debtors' estates could certainly benefit from the services of Bayshore in generating additional potential purchasers for the Assets, and welcomes the efforts of Bayshore in assisting in the maximization of the potential recovery for creditors. However, the U.S. Trustee observed, there is no indication that the three prospective purchasers who have appeared in this case as of May 12, 2015 -- Original Bidders -- were introduced in the sale process through the efforts of Bayshore, and there has been no suggestion that Bayshore's efforts led to the increase in the purchase price that was observed on May 12. The U.S. Trustee submits that the proposed terms of the Bayshore retention are not reasonable pursuant to Sections 328 and 330 of the Bankruptcy Code. The retention motion should be denied, it said. The Committee and the Selling Debtors proposed that Bayshore assist the Selling Debtors' estates with the merger and/or acquisition Transactions, financial restructuring, recapitalization or reorganization, specifically: (a) assist the Selling Debtors and Committee in evaluating the strategic options with respect to a recapitalization or sale of the Selling Debtors' business in the context of either a Chapter 11 Plan or a Section 363 transaction; (b) assist in preparing abbreviated marketing materials describing the Selling Debtors' business, strategy, market position, growth opportunities, and historical and projected financial information; (c) solicit and evaluate proposals from potential parties to a recapitalization and/or sale transaction; (d) coordinate gathering of due diligence materials to be provided to selected potential parties to a transaction; (e) assist, as requested, with negotiations with key creditor constituents regarding the Selling Debtors' recapitalization activities and a potential transaction; (f) assist in the facilitation of the auction to be conducted on June 24, 2015; (g) assist in the negotiation, documentation and consummation of one or more transactions; and (h) providing testimony as appropriate in connection with a transaction. As compensation for the services rendered by Bayshore, the Selling Debtors' estates propose to pay Bayshore as follows: (a) Monthly Advisory Fee: Waived if a Transaction is closed by August 15, 2015. To the extent a Transaction is not closed prior to August 15, 2015 and Bayshore continues to provide services at the Committee or Selling Debtors' request, the Selling Debtors' estates shall pay and Bayshore shall earn a monthly advisory fee of $25,000 (prorated for any partial month period), with the first payment due and payable commencing on August 15, 2015, plus (b) Transaction Fee: A nonrefundable cash fee (the "Transaction Fee") deemed earned upon the closing of a Transaction, and payable immediately and directly from the proceeds of such Transaction, as a necessary and reasonable cost of such Transaction, equal to the following: - a flat fee of $75,000 for a Transaction up to $18 million in Consideration2 as contemplated by the stalking horse purchase agreement with High Ridge Management Corp. and Hollywood Hills Rehabilitation Center, LLC (the "Stalking Horse Bid"); plus - 7.5 % of all Consideration in excess of the Stalking Horse Bid up to $2 million, plus - 10% of all Consideration in excess of $2 million above the Stalking Horse Bid. (c) Except for compensation which is payable to Bayshore in respect of Consideration which is contingent upon the occurrence of some future event (e.g., the realization of earnings projections), compensation payable to Bayshore shall be paid by the Selling Debtors' estates to Bayshore in wired funds at Closing, as a condition of such Closing. With respect to compensation payable to Bayshore in respect of contingent Consideration, such compensation shall be paid by the Selling Debtors to Bayshore at the time that the amount of such Consideration can be determined. The Transaction Fee is subject to Court approval under Section 328(a) of the Bankruptcy Code, however, Bayshore shall not be required to maintain time records or file fee applications with the Court. (d) reimbursable Expenses. In addition to any fees payable to Bayshore, and regardless of whether a Transaction is consummated, the Selling Debtors' estates shall reimburse Bayshore for its out-of-pocket and incidental expenses incurred in connection with its engagement, including the fees and expenses of its legal counsel and those of any advisor retained by Bayshore, which expenses shall be capped at $7,500, in the aggregate. The Trustee is represented by: Zana M. Scarlett, Esq. U.S. Trustee's Office 51 SW 1st Ave., Rm. 1204 Miami, FL 33130 Fax: (305) 536-7360 Bayshore can be reached at: Steven Zuckerman BAYSHORE PARTNERS, LLC 401 E. Las Olas Boulevard, Suite 2360 Fort Lauderdale, FL 33301 Tel: (954) 358-3800 Fax: (954) 358-3838 About High Ridge High Ridge Management Corp., Hollywood Pavilion and Hollywood Hills Rehabilitation Center LLC, sought for Chapter 11 protection (Bankr. S.D. Fla. Lead Case No. 15-16388) on April 8, 2015. High Ridge is the landlord of Pavilion and Hollywood Hills. High Ridge is the 100 percent owner of the membership interests in Hollywood Hills and Pavilion. Prior to Jan. 14, 2014, when a receiver was appointed, High Ridge managed the operations for Pavilion and Hollywood Hills. The Hon. John K. Olson presides over the jointly administered cases. Timothy R Bow, Esq., and Grace E. Robson, Esq., at Markowitz Ringel Trusty + Hartog, P.A., in Fort Lauderdale, Florida, serve as the Debtors' counsel. HOSPITAL ACQUISITION: S&P Alters Outlook to Stable & Affirms B- CCR ------------------------------------------------------------------- Standard & Poor's Ratings Services revised its rating outlook on Hospital Acquisition LLC (d/b/a LCI Holding Co. LLC) to stable from positive. At the same time, S&P affirmed the 'B-' corporate credit rating. "The outlook revision reflects approaching headwinds and uncertainty from the adverse change in patient eligibility criteria for LTAC services under Medicare at the higher LTAC-specific rate, and our belief that a higher rating is unlikely over the next 12 months," said Standard & Poor's credit analyst David Kaplan. Given the company's reporting cycle with CMS, this change in reimbursement only begins late in 2016. S&P's base-case scenario now assumes EBITDA will decline modestly in 2016, followed by a more significant decline in 2017, leaving adjusted leverage that is sustained above 5x. Despite these headwinds, S&P expects the company to continue to generate free cash flow through the challenges ahead and believe the company's capital structure is sustainable. The stable outlook reflects S&P's expectation that Hospital Acquisition will incur material revenue declines and margin erosion in 2017, but be able to absorb the impact of the upcoming changes in Medicare reimbursement and still generate material free cash flow annually over the next few years. S&P could lower the rating if the company cannot limit the impact of expected revenue and margin declines in 2017. This could lead to the company's capital structure becoming unsustainable. Such a scenario could occur if EBITDA falls 30% below our base-case expectations. While unlikely, S&P could consider a higher rating if the company is able to take steps to overcome the difficult reimbursement environment and reduce leverage below 5x, or if the company adds meaningful diversity to its business model, which could lead S&P to revise the business risk assessment to "weak". HYDROCARB ENERGY: KBM Reports 9.9% Stake as of June 26 ------------------------------------------------------ In a Schedule 13G filed with the Securities and Exchange Commission, KBM Worldwide, Inc. disclosed that as of June 26, 2015, it beneficially owned 2,126,779 shares of common stock of Hydrocarb Energy Corp., which represents 9.99 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/EGrWZL About Hydrocarb Energy Hydrocarb Energy, formerly known as Duma Energy Corp, is a publicly-traded Domestic and International energy exploration and production company targeting major under-explored oil and gas projects in emerging, highly prospective regions of the world. With exploration concessions in Africa, production in Galveston Bay and Oil Field Services in the United Arab Emirates, the Company maintain offices in Houston, Texas, Abu Dhabi, UAE and Windhoek, Namibia. Hydrocarb Energy reported a net loss of $6.55 million on $5.06 million of revenues for the year ended July 31, 2014, compared to a net loss of $37.5 million on $7.07 million of revenues for the year ended July 31, 2013. As of April 30, 2015, the Company had $27.6 million in total assets, $24.2 million in total liabilities and $3.4 million in total equity. "A decline in the price of our common stock could result in a reduction in the liquidity of our common stock and a reduction in our ability to raise additional capital for our operations. Because our operations to date have been largely financed through the sale of equity securities, a decline in the price of our common stock could have an adverse effect upon our liquidity and our continued operations. A reduction in our ability to raise equity capital in the future could have a material adverse effect upon our business plan and operations, including our ability to continue our current operations," the Company stated in its annual report for the year ended July 31, 2014. IAC/INTERACTIVECORP: IPO No Impact on Moody's 'Ba1' CFR ------------------------------------------------------- Moody's Investors Service said IAC/InterActiveCorp's Ba1 Corporate Family Rating (CFR), long-term debt ratings (Liberty Bonds at Baa3; Senior Unsecured Notes at Ba1), SGL-1 Speculative Grade Liquidity Rating and stable outlook are not immediately impacted by the company's plan to pursue an initial public offering (IPO) of The Match Group, a subsidiary that comprises IAC's online dating websites (Match.com. Tinder and OkCupid) and non-dating subscription businesses. IAC/InterActiveCorp is a leading media and online company that owns more than 150 Internet-based brands and products including: Ask.com (search engine); About.com, Dictionary.com, Investopedia.com (online content and reference libraries), Ask.fm (social) and Apalon (mobile applications); The Match Group ("Match") (online dating and non-dating, including DailyBurn, Tutor.com and The Princeton Review); HomeAdvisor, Shoebuy (e-commerce); Vimeo (media); and several other consumer-related applications and portals. INTEGRATED FREIGHT: Posts $330,000 Net Loss in Dec. 31 Quarter -------------------------------------------------------------- Integrated Freight Corporation filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $330,000 on $4.70 million of revenue for the three months ended Dec. 31, 2014, compared with a net loss of $583,000 on $5.20 million of revenue for the same period in 2013. For the nine months ended Dec. 31, 2014, the Company reported a net loss of $60,900 on $14.7 million of revenue compared to a net loss of $857,000 on $15.6 million of revenue for the nine months ended Dec. 31, 2013. As of Dec. 31, 2014, the Company had $4.30 million in total assets, $16.7 million in total liabilities, and a $12.4 million total stockholders' deficit. A full-text copy of the Form 10-Q is available for free at: http://is.gd/NQfhUE 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. ISTAR FINANCIAL: Tender Offer Commenced June 26 ----------------------------------------------- iStar Financial, Inc. filed a second amendment to its tender offer statement on Schedule TO relating to an offer by the Company to all holders of shares of its High Performance Common Stock-Series 1, High Performance Common Stock-Series 2 and High Performance Common Stock-Series 3 to receive: (i) the Stock Consideration, (ii) the Cash Consideration or (iii) a combination of the Stock Consideration and the Cash Consideration in exchange for HPU Shares tendered by the holders thereof. The offer commenced on June 26, 2015. The "Stock Consideration" is the number of shares of the Company's common stock, par value $0.001 per share, equal to the product of: (i) the aggregate number of Common Stock Equivalents that are attributable to the HPU Shares tendered in the Offer by a holder of HPU Shares, multiplied by (ii) 0.565371, which represents $8.00 of Shares based on the last reported sale price for the Shares on the New York Stock Exchange on June 11, 2015 (which was $14.15). "Cash Consideration" is the amount of cash equal to the product of: (i) the aggregate number of Common Stock Equivalents that are attributable to the HPU Shares that you tender in the Offer, multiplied by (ii) $8.00. A full-text copy of Offer to Exchange Letter dated June 26, 2015, is available for free at http://is.gd/oUxHvo About iStar Financial New York-based iStar Financial Inc. (NYSE: SFI) provides custom- tailored investment capital to high-end private and corporate owners of real estate, including senior and mezzanine real estate debt, senior and mezzanine corporate capital, as well as corporate net lease financing and equity. The Company, which is taxed as a real estate investment trust, provides innovative and value added financing solutions to its customers. iStar Financial reported a net loss allocable to common shareholders of $33.72 million in 2014, a net loss allocable to common shareholders of $155.76 million in 2013 and a net loss allocable to common shareholders of $272.99 million in 2012. As of March 31, 2015, the Company had $5.65 billion in total assets, $4.41 billion in total liabilities, $13.2 million in redeemable noncontrolling interests, and $1.21 billion in total equity. * * * As reported by the TCR on June 26, 2014, Fitch Ratings had affirmed the Issuer Default Rating (IDR) of iStar Financial at 'B'. The 'B' IDR is driven by improvements in the company's leverage, continued demonstrated access to the capital markets and new sources of growth capital and material reductions in non- performing loans (NPLs). As reported by the TCR on Oct. 5, 2012, Standard & Poor's Ratings Services affirmed its 'B+' long-term issuer credit rating on iStar Financial. In October 2012, Moody's Investors Service upgraded the corporate family rating to 'B2' from 'B3'. The current rating reflects the REIT's success in extending near term debt maturities and improving fundamentals in commercial real estate. The ratings on the October 2012 senior secured credit facility takes into account the asset coverage, the size and quality of the collateral pool, and the term of facility. ITUS CORP: Effects a 1-for-25 Reverse Stock Split ------------------------------------------------- ITUS Corporation announced that effective at 9:00 a.m. Eastern Standard Time on Friday, June 26, 2015, the company implemented a 1 for 25 reverse stock split of its common shares. The company's common stock began trading on a post-reverse stock split basis on the OTCQB under the temporary symbol "ITUSD" effective with the open of business on June 26, 2015. The company's shareholders approved implementation of a reverse stock split on Aug. 8, 2014, and the company's board of directors has determined to take such action to help the company become eligible for listing on The NASDAQ Stock Market. Robert Berman, ITUS's president and CEO, stated, "The excessively large number of outstanding ITUS shares has been an ongoing concern raised by investors and others in the financial community. With the announcement of our new business direction and the launch of exciting initiatives such as Anixa, our cancer diagnostics subsidiary, the timing is right to clean up the capital structure of the company as we complete our transformation and position the company for long term success." As a result of the reverse stock split, every 25 shares of ITUS's issued and outstanding shares of common stock will be automatically converted into one share of common stock. Any fractional shares resulting from the reverse stock split will be rounded up to the nearest whole share. Additionally, as a result of the reverse stock split the number of shares of ITUS's common stock and preferred stock authorized under our Certificate of Incorporation, as amended, will be decreased by the same proportion as the outstanding shares of common stock. The reverse stock split will reduce the number of ITUS's issued and outstanding common stock from approximately 219 million shares, pre-reverse stock split, to approximately 8.8 million shares, post-reverse stock split. In most instances, the only way to obtain new ITUS share certificates will be to physically exchange old share certificates. To facilitate a smooth transition, the Company recommends that shareholders first obtain possession of their physical stock certificates. If necessary, shareholders should request those certificates from their brokers, if they have not already done so. Shareholders will receive detailed instructions for obtaining new share certificates from the company's transfer agent within the next 6 weeks, and instructions will also be made available in the "Investor" section of the ITUS Web site. A new CUSIP number of 45069V203 will replace the pre-reverse split CUSIP number of 45069V104 to distinguish between the company's pre- and post-reverse split shares of common stock. About ITUS Corporation ITUS Corp. -- http://www.ITUScorp.com/-- develops and acquires patented technologies for the purposes of patent monetization and patent assertion. The company currently has 10 patent portfolios in the areas of Key Based Web Conferencing Encryption, Encrypted Cellular Communications, E-Paper(R) Electrophoretic Display, Nano Field Emission Display ("nFED"), Micro Electro Mechanical Systems Display ("MEMS"), Loyalty Conversion Systems, J-Channel Window Frame Construction, VPN Multicast Communications, Internet Telephonic Gateway, and Enhanced Auction Technologies. CopyTele changed its name to "ITUS Corporation" on Sept. 2, 2014, to reflect the Company's change in its business operations. ITUS Corporation reported a net loss of $9.60 million on $3.66 million of total revenue for the year ended Oct. 31, 2014, compared to a net loss of $10.08 million on $389,000 of total revenue for the year ended Oct. 31, 2013. The Company also reported a net loss of $4.25 million for the year ended Oct. 31, 2012, and a net loss of $7.37 million for the year ended Oct. 31, 2011. As of April 30, 2015, the Company had $11.1 million in total assets, $4.14 million in total liabilities and $6.99 million in total shareholders' equity. J. CREW: Debt Trades at 13% Off ------------------------------- Participations in a syndicated loan under which J. Crew is a borrower traded in the secondary market at 86.82 cents-on-the- dollar during the week ended Friday, June 19, 2015, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in the June 25, 2015 edition of The Wall Street Journal. This represents a decrease of 0.70 percentage points from the previous week, The Journal relates. J. Crew pays 300 basis points above LIBOR to borrow under the facility. The bank loan matures on February 27, 2021, and carries Moody's B2 rating and Standard & Poor's B- rating. The loan is one of the biggest gainers and losers among 257 widely quoted syndicated loans with five or more bids in secondary trading for the week ended June 19. JACKSON HEWITT: Moody's Assigns 'B2' Corporate Family Rating ------------------------------------------------------------ Moody's Investors Service assigned first time ratings to Jackson Hewitt Tax Services, Inc. The Corporate Family rating was assigned at B2, the Probability of Default rating at B2-PD, the proposed senior secured first lien first out revolving credit facility maturing 2020 at Ba2 and the proposed senior secured first lien term loan due 2021 at B2. The ratings outlook is stable. The proceeds of the proposed term loan will be used to refinancing existing (unrated) indebtedness, pay a $100 million dividend to shareholders and pay related fees and expenses. Issuer: Jackson Hewitt Tax Service Assignments: Corporate Family Rating, Assigned B2 Probability of Default Rating, Assigned B2-PD Senior Secured Revolving Credit Facility, Assigned Ba2 (LGD1) Senior Secured Term Loan, Assigned B2 (LGD3) Outlook: Outlook, at Stable RATINGS RATIONALE The B2 CFR reflects Jackson Hewitt's moderately high debt to EBITDA, expected to remain about 4.5 times, modest operating scale compared to its key competitor H&R Block, Inc. (parent company of Block Financial, LLC, Baa2 stable) and limited free cash flow that is expected to remain at about 2% of debt. Jackson Hewitt emerged from bankruptcy in August 2011 and has grown revenues and rates of profitability in each of the last four tax seasons, driving Moody's anticipation of continued revenue growth and stable profitability. While Moody's considers the prepared tax service industry mature and stable, Jackson Hewitt's target customers have low incomes and are more susceptible to economic changes, such as in unemployment, than the average consumer. Recent changes in management, new brand management, marketing and franchise strategies, and an over-budget software development effort (now abandoned) highlight ongoing business risks. The company's relationship with Wal-Mart is mutually beneficial and a key driver of growth, but Wal-Mart could raise the rent it charges JHT in the medium term, or chose to partner with other tax filing services providers. Liquidity is considered good, as cash balances after the planned dividend are expected to be about $100 million, enough to fund the company's cash burn until the end of the next tax season, while the unused and fully available $30 million revolver provides additional support. All financial metrics cited reflect Moody's standard adjustments. STRUCTURAL CONSIDERATIONS The Ba2 rating on the Senior Secured Revolving Credit Facility due 2020 reflects the Probability of Default rating of JHT at B2-PD, an overall loss given default assumption of 50% and its senior priority over all other claims with respect to proceeds received in connection with an enforcement of remedies or bankruptcy or other insolvency proceeding. The B2 rating on the Senior Secured Term Loan due 2021 reflects its junior priority to the Senior Secured Revolving Credit Facility, as outlined above, and its senior priority to all other claims. The stable ratings outlook reflects Moody's expectations for 3% revenue growth driven by modest price increases and high customer retention, solid 20% EBITA margins and some free cash flow. The ratings could be downgraded if Moody's comes to expect revenue declines, lower customer retention rates, or diminished EBITA margins, leading to no free cash flow. Shareholder friendly financial policies, including debt-financed distributions, or diminished liquidity could also lead to lower ratings. Given the limited revenue size and operating scope, higher ratings are not likely in the near term. However, in the longer term, the ratings could be upgraded if Moody's anticipates sustainable 7% revenue growth with revenue sources coming from a balance of tax filing and related payment and other services, while free cash flow to debt is expected to remain above 8% and Jackson Hewitt maintains good liquidity and balanced financial policies. The principal methodology used in these ratings was Business and Consumer Service Industry published in December 2014. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Please see the Credit Policy page on www.moodys.com for a copy of these methodologies. Jackson Hewitt provides federal and state income tax preparation services and related banking services to mostly low income customers in the United States. JHT had approximately 6,200 stores and other locations as of April 30, 2015, of which about 75% are franchised and 25% are owned; approximately 40% of its locations are within a Wal-Mart store. Jackson Hewitt is majority owned by affiliates of Bayside Capital. Moody's expects revenues to be approximately $230 million in fiscal year 2016 (ends April 30). JTS LLC: Can Use Northrim Bank Cash Collateral Until July 31 ------------------------------------------------------------ JTS, LLC, d/b/a Johnson's Tire Service, sought and obtained from Judge Gary Spraker of the the U.S. Bankruptcy Court for the District of Alaska interim authority to use the cash collateral securing its prepetition indebtedness from Northrim Bank. The Debtor's banking arrangements are with Northrim Bank, which is owed approximately $5.3 million secured by deeds of trust on the Debtor's office, shop and showroom facilities at 3300 Denali Street, in Anchorage, and by security agreements covering Debtor's inventory, equipment, accounts, general intangibles and proceeds. In addition to the main loan, Northrim has also provided a line of credit with a current balance of about $1.3 million secured by inventory and receivables. The Debtor's current cash on hand is approximately $104,000 all of which is Northrim's cash collateral. The Debtor tells the Court that it needs to use the money to pay postpetition operating expenses and for inventory purchases as required. The Debtor will need to use approximately $340,000 in additional funds generated postpetition to cover to pay its operating expenses in June and its estimated cash needs for July total $700,000. Northrim Bank has agreed to the Debtor's use of cash collateral from the petition date through July 31, 2015, subject to receiving adequate protection in the form a replacement lien on the same collateral acquired postpetition, so its overall collateral position is not diminished. H. Watt & Scott, Inc., SOLO, LLC, WSW, LLC, Seven C Investments, Inc., Robert A. Scott, Glenn L. Watts, Craig A. Watts, Bruce A. Chambers, and Lisa M. Chambers (collectively referred to as "Judgment Creditors"), told the Court that they do not necessarily agree with the value of inventory or other collateral for Northrim Bank as stated in the Cash Collateral Motion. It is important that the Bank's secured claim and values for collateral, inventory, and other information be set out in detail, the Judgment Creditors alleged. JMJ Properties Companies also objected to the cash collateral agreement between the Debtor and Northrim Bank because it appears to expand the rights of the Bank in certain properties of the Debtor. The JMJ Parties allege that Northrim Bank does not have a lien on certain of the Debtor's properties because the Debtor does not have and never had rights on some of those properties. Judge Spraker directed that on or before July 10, 2015, the Debtor must file a motion for use of cash collateral after July 31, 2015, in which motion the Debtor may request the Court to confirm the perfection, validity and priority of Northrim's security interests and that the confirmation bind all parties-in-interest, the estate, and a future Chapter 7 trustee. The Debtor is also directed to file and serve a notice, on or before July 3, 2015, of the cash collateration motion and a notice of hearing on that motion, which will be held July 24, 2015 at 1:00 p.m. A full-text copy of the Cash Collateral Agreement is available at http://bankrupt.com/misc/JTScashcol0617.pdf The Debtor is represented by David H. Bundy, Esq., at David H. Bundy, P.C., in Anchorage, Alaska. The Judgment Creditors are represented by: Michelle L. Boutin, Esq. RCO LEGAL – ALASKA, Inc. 911 W. 8th Avenue, Suite 200 Anchorage, AK 99501 Tel: (907) 754-9900 Fax: (907) 334-5858 The JMJ Parties are represented by: Robert P. Crowther, Esq. LAW OFFICES OF ROBERT CROWTHER 1113 W. Fireweed Lane Suite 200 Anchorage, AK 99503 Tel: (907) 274-1980 Fax: (907) 274-2085 JTS, LLC, doing business as Johnson's Tire Service, sought Chapter 11 protection (Bankr. D. Alaska Case No. 15-00167) in Anchorage, Alaska, on June 15, 2015, without stating a reason. JTS, in the business of retail tire sales and automobile maintenance and repair, estimated $10 million to $50 million in assets and debt. The formal schedules of assets and liabilities and the statement of financial affairs are due June 29, 2015. The Debtor tapped David H. Bundy, Esq., at David H. Bundy, PC, in Anchorage, as counsel. JTS LLC: Proposes to Employ David Bundy as Bankruptcy Counsel ------------------------------------------------------------- JTS, LLC, seeks authority from the U.S. Bankruptcy Court for the District of Alaska to employ David H. Bundy as bankruptcy counsel to work in the following areas: (a) preparation and amendment of schedules and other required filings, including reports required by the U.S. Trustee; (b) advising and representing the Debtor with respect to the sale or refinancing of property of the estate; (c) advising and representing the Debtor in the negotiation and preparation of a plan of reorganization and disclosure statement, if the case proceeds to that point; and (d) other matters relating to the administration of the bankruptcy estate. Mr. Bundy will bill for his services at his regular hourly rate of $325 per hour. Mr. Bundy will also be reimbursed for costs and disbursements. Mr. Bunday tells the Court that Debtor first contacted him to discuss a possible bankruptcy filing in March, 2015, following an adverse decision in litigation arising from the Debtor's lease of retail premises in South Anchorage. At that time Mr. Bundy received a retainer of $5,000; he received a further payment of $2,500 in early May, 2015. The Debtor's managing member authorized a bankruptcy filing and Mr. Bundy's employment as bankruptcy counsel on May 26, 2015. The Debtor provided a further retainer of $30,000 on May 27, 2015, and Mr. Bundy deposited this in his trust account on May 28. On June 1, 2015, Mr. Bundy transferred $9,465 from the trust account to pay for prepetition services. On June 15, 2015, he transferred a further $9,600 to pay for prepetition services and the Chapter 11 filing fee. The balance of $10,935 remains in Mr. Bundy's trust account. Mr. Bundy 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. JTS, LLC, doing business as Johnson's Tire Service, sought Chapter 11 protection (Bankr. D. Alaska Case No. 15-00167) in Anchorage, Alaska, on June 15, 2015, without stating a reason. JTS, in the business of retail tire sales and automobile maintenance and repair, estimated $10 million to $50 million in assets and debt. The formal schedules of assets and liabilities and the statement of financial affairs are due June 29, 2015. The Debtor tapped David H. Bundy, Esq., at David H. Bundy, PC, in Anchorage, as counsel. LATTICE INC: Stockholders Elect Five Directors ---------------------------------------------- Lattice Incorporated held its annual meeting of stockholders on June 18, 2015, at which the stockholders: (1) elected Paul Burgess, John Boyd, Mark V. Rosenker, Richard Stewart and Robert Wurwarg as directors for one- year terms expiring on the next annual meeting of stockholders; (2) ratified the reappointment of Rosenberg Rich Baker Berman & Company as the Company's independent auditors for the fiscal year ending Dec. 31, 2015; (3) approved the Lattice Incorporated 2015 Omnibus Equity Incentive Plan, pursuant to which the Company may issue up to an aggregate of 25,000,000 ordinary shares to directors, officers, employees and/or consultants of the Company and its subsidiaries; (4) approved, on an advisory basis, the compensation paid to the Company's named executive officers; and (5) passed a resolution that an advisory vote to approve executive compensation be submitted to stockholders every three years. About Lattice Inc. Pennsauken, New Jersey-based Lattice Incorporated provides telecommunications services to correctional facilities and specialized telecommunication service providers in the United States. Lattice Inc. reported a net loss of $1.8 million on $8.94 million of revenue for the year ended Dec. 31, 2014, compared to a net loss of $1 million on $8.26 million of revenue in 2013. As of March 31, 2015, the Company had $5.37 million in total assets, $8.28 million in total liabilities and a $2.91 million total shareholders' deficit. Rosenberg Rich Baker Berman & Company, in Somerset, New Jersey, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, noting that the Company has a working capital deficit and requires additional working capital to meet its current liabilities. The auditors said these factors raise substantial doubt about the Company's ability to continue as a going concern. LEE STEEL: Court Approves Conway MacKenzie as Committee Advisor --------------------------------------------------------------- The Official Committee of Unsecured Creditors of Lee Steel Corporation and its debtor-affiliates sought and obtained authorization from the Hon. Marci B. McIvor of the U.S. Bankruptcy Court for the Eastern District of Michigan to retain Conway Mackenzie, Inc. as financial advisor to the committee. The Office of the U.S. Trustee supported Conway Mackenzie's retention. The Committee requires Conway Mackenzie to: (a) analyze and review of Debtors' finances and cash flow projections; (b) advise the Committee and Committee counsel with respect to Debtors' financing, reporting, and any sale of assets or plan of reorganization; (c) prepare necessary analyses; (d) appear in Court and meetings to testify on behalf of the Committee; and (e) generally represent the Committee with respect to these cases and related proceedings, and to assist the Committee as appropriate with respect to the matters identified in 11 U.S.C. section 1103. Conway Mackenzie will be paid at these hourly rates: Steven R. Wybo $545 Jeffrey P. Gennuso $485 Conway Mackenzie will also be reimbursed for reasonable out-of-pocket expenses incurred. Steven R. Wybo, senior managing director with Conway Mackenzie, 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. Conway Mackenzie can be reached at: Steven R. Wybo CONWAY MACKENZIE INC 401 S Old Woodward Ave Ste 340 Birmingham, MI 48009-6621 Tel: (248) 433-3100 Fax: (248) 433-3143 E-mail: swybo@conwaymackenzie.com About Lee Steel Novi, Michigan-based Lee Steel Corp., provides flat rolled steel, including hot rolled steel, cold rolled steel, and exposed coated products for automotive and other manufacturing industries. Lee Steel and 2 affiliated companies -- Taylor Industrial Properties, L.L.C., and 4L Ventures, LLC -- filed for separate bankruptcy protection (Bankr. D. Del. Case No. 15-45784) on April 13, 2015. The Hon. Marci B. McIvor presides over the cases. Joshua A. Gadharf, Esq., at McDonald Hopkins PLC, represents the Debtor. Huron Business Advisory, serves as financial advisor; and Epiq Bankruptcy Solutions serves as claims and noticing agent. Lee Steel disclosed $63,206,282 in total assets and $62,659,806 in total liabilities. The U.S. Trustee for Region 9 appointed three creditors to serve on the official committee of unsecured creditors. LEE STEEL: Court OKs Hiring of Wolfson Bolton as Panel's Counsel ---------------------------------------------------------------- The Official Committee of Unsecured Creditors of Lee Steel Corporation and its debtor-affiliates sought and obtained authorization from the Hon. Marci B. McIvor of the U.S. Bankruptcy Court for the Eastern District of Michigan to retain Wolfson Bolton PLLC as counsel to the committee, nunc pro tunc to April 30, 2015. The Office of the U.S. Trustee also supported Wolfson Bolton's retention. The Committee requires Wolfson Bolton to: (a) advise and consult with the Committee and Debtors and other parties in interest concerning: (i) the proposed sales of Debtors' assets; (ii) questions arising out of the administration of Debtors' bankruptcy estates; (iii) the rights and remedies of the Committee and its constituents vis-a-vis the assets of the Debtors' bankruptcy estates and the administration of these cases; (iv) the formulation of plans of reorganization; and (v) the claims and interests of secured and unsecured creditors, equity holders, insiders, Debtors' affiliates, and other parties in interest in these cases; (b) analyze, appear for, prosecute, defend, and represent the Committee in contested matters and adversary proceedings arising in or related to these cases; and (c) generally represent the Committee with respect to these cases and related proceedings, and to assist the Committee as appropriate with respect to the matters identified in 11 U.S.C. section 1103. Wolfson Bolton will be paid at these hourly rates: Scott A. Wolfson $465 Ryan A. Heilman $395 Anthony J. Kochis $325 Thomas J. Kelly $195 Members $325-$465 Associates and Of Counsel $195-$450 Paralegals $175 Wolfson Bolton will also be reimbursed for reasonable out-of-pocket expenses incurred. Scott A. Wolfson, member of Wolfson Bolton, 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. Wolfson Bolton can be reached at: Scott A. Wolfson, Esq. WOLFSON BOLTON PLLC 3150 Livernois, Suite 275 Troy, MI 48083 Tel: (248) 247-7103 Fax: (248) 247-7099 E-mail: swolfson@wolfsonbolton.com About Lee Steel Novi, Michigan-based Lee Steel Corp., provides flat rolled steel, including hot rolled steel, cold rolled steel, and exposed coated products for automotive and other manufacturing industries. Lee Steel and 2 affiliated companies -- Taylor Industrial Properties, L.L.C., and 4L Ventures, LLC -- filed for separate bankruptcy protection (Bankr. D. Del. Case No. 15-45784) on April 13, 2015. The Hon. Marci B. McIvor presides over the cases. Joshua A. Gadharf, Esq., at McDonald Hopkins PLC, represents the Debtor. Huron Business Advisory, serves as financial advisor; and Epiq Bankruptcy Solutions serves as claims and noticing agent. Lee Steel disclosed $63,206,282 in total assets and $62,659,806 in total liabilities. The U.S. Trustee for Region 9 appointed three creditors to serve on the official committee of unsecured creditors. LIFE PARTNERS: Court Extends Deadline to Remove Suits to Aug. 18 ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas has given Life Partners Holdings Inc. until August 18, 2015, to file notices of removal of lawsuits involving the company. About Life Partners Life Partners Holdings, Inc. is the parent company of the world's oldest company engaged in the secondary market for life insurance commonly called "life settlements." Since its incorporation in 1991, Life Partners, Inc. has completed over 162,000 transactions for its worldwide client base of over 30,000 high net worth individuals and institutions in connection with the purchase of over 6,500 policies totaling over $3.2 billion in face value. Waco, Texas-based Life Partners Holdings -- http://www.lphi.com-- is a financial services company engaged in the secondary market for life insurance known as life settlements. Life Partners Holdings sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 15-40289) on Jan. 20, 2015. The case is assigned to Judge Russell F. Nelms. J. Robert Forshey, Esq., at Forshey & Prostok, LLP, serves as counsel to the Debtor. The official committee of unsecured creditors formed in the case tapped Munsch Hardt Kopf & Harr, P.C., as counsel. Tracy A. Bolt of BDO USA, LLP, was named as examiner for the Debtor's case. At the behest of the U.S. Securities and Exchange Commission, the U.S. Trustee, and the Creditors Committee, the Court ordered the appointment of a Chapter 11 trustee. On March 13, 2015, H. Thomas Moran II was appointed as Chapter 11 trustee in LPHI's case. The Chapter 11 Trustee is represented by David M. Bennett, Esq., Richard B. Roper, Esq., and Katharine Battaia Clark, Esq., at Thompson & Knight LLP, in Dallas, Texas. The Chapter 11 Trustee signed Chapter 11 bankruptcy petitions for LPHI's subsidiaries on May 19, 2015: Life Partners Inc. (Case No. 15-41995) and LPI Financial Services, Inc. (Case No. 15-41996). Life Partners is estimated to have $100 million to $500 million in assets and more than $1 billion in debt. LPI Financial estimated less than $50,000. The U.S. Trustee for Region 6 appointed six members to the official committee of unsecured creditors. LOCAL CORP: Section 341 Meeting Scheduled for July 30 ----------------------------------------------------- A meeting of creditors in the bankruptcy case of Local Corporation will be held on July 30, 2015, at 1:00 p.m. at RM 1-159, 411 W Fourth St., Santa Ana, California. This is the first meeting of creditors required under Section 341(a) of the Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This meeting of creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. About Local Corporation Local Corporation, a publicly traded Delaware corporation (NASDAQ symbol LOCM), is in the business of providing search results to consumers who are searching online for local businesses, products and services. Founded in 1999, the Irvine, California-based company went public in 2004 and has been one of the fastest growing online local media businesses for a number of years, and for the past four years it has been listed by Deloitte on its Technology Fast 500. The Company's search results are provided through the Company's flagship Local.com Web site and through other proprietary Web sites, and they are also delivered to a network of over 1,600 other Web sites that rely on search syndication services to provide local search results to their own users. The Company generates revenue from ad units placed alongside its search results, which include pay-per-click, pay-per-call, and display ad units. Local Corp. filed a Chapter 11 bankruptcy petition (Bankr. C.D. Cal. Case No. 15-13153) in Santa Ana, California, on June 23, 2015. The petition was signed by Kenneth S. Cragun as chief financial officer. The Debtor disclosed total assets of $38.1 million and total debts of $8.8 million. The case is assigned to Judge Scott C Clarkson. The Debtor tapped Winthrop Couchot as counsel. The official schedules of assets and liabilities and statement of financial affairs are due July 7, 2015. MANUEL MEDIAVILLA: Chapter 7 Conversion Bid Denied -------------------------------------------------- Bankruptcy Judge Mildred Caban Flores of the United States Bankruptcy Court for the District of Puerto Rico denied PRLP 2011 Holdings LLC's motion to convert the Chapter 11 case of Manuel Mediavilla, Inc., to one under Chapter 7 of Bankruptcy Code. The Debtor owns several commercial real properties in Humacao, Puerto Rico. In 2006, the corporate debtor obtained a loan from Banco Popular de Puerto Rico which was guaranteed by the individual debtors and all but one of Debtors' commercial properties. BPPR transferred the loan to PRLP in 2011. Debtors and PRLP were unable to renegotiate the terms of the loan, resulting in the filing of a local court action for collection and foreclosure proceedings. The local court litigation spilled over to the bankruptcy court when the corporate and individual debtors filed for bankruptcy to prevent the execution of a pre-judgment attachment of their rents, the foreclosure of their real properties and with the hope of re-negotiating the loan obligation with PRLP. Through the pendency of this case the parties have arduously litigated their positions resulting in the necessary extension of the confirmation process for over a year. Judge Caban Flores, in the same ruling, directed the Debtor to modify its Amended Chapter 11 Joint Plan. The Court held that in the present case, extraordinary circumstances exist that would prevent conversion to a Chapter 7 liquidation case. The Debtors, Judge Caban Flores notes, have a stable business that is generating revenue for both creditors and the estate and the Debtors have made improvements to the properties in the best interest of present and future tenants. The Court also notes that the Debtor's liquidation analysis shows that liquidation under a Chapter 7 scenario would not yield any dividends to unsecured creditors. Judge Caban Flores ruled that "PRLP has failed to meet its burden to show that conversion is in the best interest of creditors and the estate. The alleged benefit that a chapter 7 trustee would bring to the table is questionable and highly speculative, possibly yielding no benefit at all. It has failed to show that the Debtor's business and operations are in need of oversight, that they cannot maximize the value of the estate or that they are unable to provide proper distributions in accordance with the Bankruptcy Code. With regard to the objection filed by PRLP to confirmation of the Plan filed by the Debtors, the Court found that, since PRLP is being provided adequate protection payments it will not be adversely affected if a brief and final opportunity is granted to the Debtors to correct the classification and distribution of PRLP's secured claims in Class 4A and 4B and its unsecured claims in Class 6A and 6B, respectively. The Debtor's Plan correctly included a secured and an unsecured element for PRLP's claims for both Debtors; therefore, the deficiencies in the current plan could easily be cured within a reasonable period of time, Judge Caban Flores. Judge Caban Flores further ruled: "There is a reasonable likelihood that a plan will be confirmed since the Debtors have a steady stream of revenues. The largest claim has been significantly reduced and the changes to the plan are not transcendental; nevertheless, this determination will be made by the Court when it analyzes the feasibility of the new plan proposed along with the remaining objections to confirmation, which the Court cannot entertain at this juncture since they could be affected by the Debtors' course of action." A full-text copy of Judge Flores' Opinion and Order dated June 16, 2015 available at http://bit.ly/1Cxt9n9from Leagle.com. The case is IN RE MANUEL MEDIAVIAVILLA, INC., NOS. 13-2800 (MCF), 13-2802 (MCF)(D.P.R.). Manuel Mediavilla, Inc., aka Muebleria Mediavill, sought protection under Chapter 11 of the Bankruptcy Code on April 11, 2013 (Bankr. D.P.R., Case No. 13-02800). The case is assigned to Judge Mildred Caban Flores. The Debtor's counsel is Carmen D. Conde Torres, Esq., at C. Conde & Assoc., in San Juan, Puerto Rico. The Scheduled Assets is $2,191,098, while the Scheduled Liabilities is $2,484,529. The petition was signed by Manuel Mediavilla Garcia, president. METALICO INC: First Amendment to Merger Agreement Filed ------------------------------------------------------- Metalico, Inc., Total Merchant Limited, a Samoan limited company ("Parent") and TM Merger Sub Corp., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), previously entered into an Agreement and Plan of Merger, pursuant to which Merger Sub would be merged with and into Metalico, with Metalico surviving as a direct wholly owned subsidiary of Parent. On June 26, 2015, the parties to the Merger Agreement entered into a First Amendment to Agreement and Plan of Merger. The Amendment amends the date on which Parent is required to deposit the Payment Fund less the Escrow Amount into the U.S. branch of Maybank Banking Berhad, such that the funds must be deposited no later than three business days prior to the date that the Company Stockholders Meeting is held. The Amendment further provides Metalico with the right to terminate the Merger Agreement and receive the Escrow Amount in the event Parent fails to make such deposit by that time. 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. METALICO INC: Total Merchant Reports 7.2% Stake as of June 15 ------------------------------------------------------------- In a Schedule 13D filed with the Securities and Exchange Commission, Total Merchant Limited disclosed that as of June 15, 2015, it is the beneficial owner of 5,295,957 shares of common stock of Metalico, Inc. which represents 7.18 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/3reEqk 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. MOLYCORP INC: Moody's Withdraws 'Ca' CFR Over Bankr. Filing ----------------------------------------------------------- Moody's Investors Service withdrew all ratings of Molycorp, Inc. following the company's announcement that Molycorp and its North American subsidiaries have filed voluntary petitions under Chapter 11 of the Bankruptcy Code in US Bankruptcy Court for the District of Delaware on June 25, 2015. RATINGS RATIONALE Previously on June 1, 2015, Moody's downgraded the corporate family rating (CFR) to Ca from Caa2, when the company announced that it has elected to take advantage of the 30-day grace period with respect to the $32.5 million semi-annual interest payment due June 1, 2015 on its senior secured notes. The company announced today that it has executed a restructuring support agreement with creditors that hold over 70% of the aggregate principal amount of its senior secured notes, which allows for a financial restructuring of the Company's $1.7 billion in debt. MORGAN DREXEN: Judge Approves Closing Plan ------------------------------------------ Joseph Checkler, writing for Dow Jones' Daily Bankruptcy Review, reported that a judge approved a plan by the trustee in charge of debt-settlement firm Morgan Drexen Inc. to shut down the firm's office by July 31 but pushed back a fight between the trustee and the U.S. Internal Revenue Service to a hearing in July. According to the report, Judge Catherine Bauer of U.S. Bankruptcy Court in Santa Ana, Calif., said chapter 7 trustee Jeffrey I. Golden could use some of the estate's cash as he winds down the business over the next 60 days and pay $500 per hour to a consultant. The IRS , which says it is owed nearly $2 million in taxes and that $283,000 of that is a secured claim, is concerned Morgan Drexen might spend some of the tax money during the wind down, the report related. About Morgan Drexen Morgan Drexen -- http://www.morgandrexen.com-- provides businesses across the United States, including law firms that practice bankruptcy, with outsourced professional services. These services are designed to reduce costs and make legal representation affordable for consumers, especially those in serious financial trouble. Morgan Drexen offers attorneys automated platforms for complex document management, client databases, paralegal and paraprofessional services, call centers, client screening, and marketing. MORGAN HILL PARTNERS: Judge Approves $80,000 Unsecured Loan ----------------------------------------------------------- Morgan Hill Partners LLC received approval from U.S. Bankruptcy Judge Arthur Weissbrodt to borrow up to $80,000 from its sole member Manouchehr Mobedshahi. The company will use the loan to pay taxes on its 2,380-acre property located in Morgan Hill, California. It will also be used to pay maintenance fees, utilities and other corporate fees and expenses. The loan shall accrue 4% per annum. No interest payments are due until January 1, 2016, which is the maturity date of the loan. The only event of default is the failure to pay on the maturity date. Mr. Mobedshahi won't receive any lien since the loan is an unsecured loan and will have the same priority as any other post-petition, administrative claim, according to court filings. About Morgan Hill Partners Morgan Hill Partners, LLC, sought Chapter 11 protection (Bankr. N.D. Cal. Case No. 15-50775) in San Jose, California, on March 6, 2015. The case is assigned to Judge Arthur S. Weissbrodt. Michael W. Malter, Esq., at Law Offices of Binder and Malter, in Santa Clara, California, serves as counsel. MUSCLEPHARM CORP: Names Ryan Drexler as Chairman ------------------------------------------------ MusclePharm Corporation appointed Ryan Drexler as its new chairman. The Company said the announcement is a part of its continued effort to institute best-in-class corporate governance practices and fulfills its commitment to separate the roles of CEO and Chairman. Mr. Drexler is an experienced investor and manages Consac, LLC, based in Beverly Hills, California. Consac, which invests in publicly traded and venture companies in the health and wellness space, has made significant investments in MusclePharm’s stock in the public market and in private transactions. "After an extensive search for a candidate who has both financial expertise and substantial experience in the nutrition and health industries, we are pleased that Ryan Drexler has agreed to join our team," said Brad Pyatt, CEO and Founder of MusclePharm. "His skills and experience will help us to achieve our goals and we welcome his wealth of experience as an investor and related products." Ryan Drexler has a long and successful history in the nutritional and fitness industries. Prior to his current position at Consac, he served as president of Country Life Vitamins. During his tenure, he developed new brands that included the BioChem family of nutrition products and led the process which resulted in the sale of Country Life to Japanese conglomerate Kikkoman Corp. "Mr. Drexler will help position the company as it continues pursuing future growth opportunities and in providing us with the investor perspective when managing our growth," said Mr. Pyatt. In addition to separating the roles of CEO and Chairman, the Company has announced that it will increase the number of directors to seven, with five independent directors. Each of the directors will stand for election at the 2015 Annual Meeting of Stockholders presently scheduled for Aug. 26, 2015. The Company also has established the position of internal auditor and completed its first Sarbanes-Oxley internal review during 2015. As of June 25, 2015, Mr. Drexler owns or controls approximately 1.4 million shares of the outstanding common stock of the Company. Prior to appointment of Mr. Drexler to the Board of Directors, Consac entered into a non-disclosure, confidentiality and standstill agreement with the Company. Employment Agreements On June 24, 2015, the Company entered into a new executive employment agreement with Brad Pyatt, the chief executive officer of the Company and Richard Estalella, the president of the Company, pursuant to which Mr. Pyatt and Mr. Estalella agreed to serve as the chief executive officer and president of the Company for an initial term of five years. The Pyatt Agreement is automatically renewed for successive one year terms after the initial five year term unless terminated by either party at least three months prior to the end of the initial five year term or any successive one year term, as applicable. The Company agrees to pay Mr. Pyatt a base salary of $425,000 for 2015, $570,000 for 2016 and $592,000 for 2017. The Estalella Agreement is automatically renewed for successive one year terms after the initial five year term unless terminated by either party at least three months prior to the end of the initial five year term or any successive one year term, as applicable. The Company agrees to pay Mr. Estalella a base salary of $375,000 for 2015, $484,500 for 2016 and $503,880 for 2017. About MusclePharm Headquartered in Denver, Colorado, MusclePharm Corporation (OTC BB: MSLP) -- http://www.muslepharm.com/-- is a healthy life- style company that develops and manufactures a full line of National Science Foundation approved nutritional supplements that are 100 percent free of banned substances. MusclePharm is sold in over 120 countries and available in over 5,000 U.S. retail outlets, including GNC and Vitamin Shoppe. MusclePharm products are also sold in over 100 online stores, including bodybuilding.com, Amazon.com and Vitacost.com. MusclePharm Corporation reported a net loss of $13.8 million in 2014, a net loss of $17.7 million in 2013 and a net loss of $19 million in 2012. As of March 31, 2015, the Company had $67.9 million in total assets, $46.9 million in total liabilities, and $20.96 million in total stockholders' equity. MUSCLEPHARM CORP: Wynnefield Sells 400,000 Common Shares -------------------------------------------------------- The Wynnefield Reporting Persons disclosed in a regulatory filing with the Securities and Exchange Commission that it sold 400,000 shares of common stock representing 38% of its position in MusclePharm Corporation to an unrelated buyer for fear that the Company may not be able to continue as a "going concern" for much longer. This, according to the Wynnefield Reporting Persons, reduced their exposure and enabled them to realize a much needed capital loss in a year in which their sales of shares of some portfolio companies have generated significant capital gains. The Wynnefield Reporting Persons previously sent the Company's Board and CEO a letter asking the Board to take the following actions by June 19, 2015: 1) "Issue an immediate press release correcting any material misstatements regarding the Company's current liquidity and cash flow position. 2) Announce the opening of a window for shareholder submission of nominees for election to the Company's Board, including nominees to fill the newly created seventh board seat, in accordance with Nevada corporate law. 3) Provide a full explanation surrounding the mass resignation and replacement of the three independent directors of the Company. 4) Engage a qualified investment bank to assist management and the Board to fully explore all strategic opportunities to increase shareholder value, including auction of the Company." They made those requests because of "concerns arising from the contradictory or disturbing filings and announcements that the Company has made during 2015." The Wynnefield Reporting Persons said they are committed to continuing to press Company's Board and management to act in the best interests of its outside shareholders. As of June 24, 2015, the Wynnefield Reporting Persons beneficially owned in the aggregate 640,000 shares of Common Stock, constituting approximately 4.7% of the outstanding shares of Common Stock. The percentage of shares of Common Stock reported as being beneficially owned by the Wynnefield Reporting Persons is based upon 13,492,191 shares outstanding as of May 1, 2015, as set forth in the Issuer's quarterly report on Form 10-Q for the quarter ended March 31, 2015, filed with the Securities and Exchange Commission on May 11, 2015. A full-text copy of the regulatory filing is available at: http://is.gd/YMbiri About MusclePharm Headquartered in Denver, Colorado, MusclePharm Corporation (OTC BB: MSLP) -- http://www.muslepharm.com/-- is a healthy life- style company that develops and manufactures a full line of National Science Foundation approved nutritional supplements that are 100 percent free of banned substances. MusclePharm is sold in over 120 countries and available in over 5,000 U.S. retail outlets, including GNC and Vitamin Shoppe. MusclePharm products are also sold in over 100 online stores, including bodybuilding.com, Amazon.com and Vitacost.com. MusclePharm Corporation reported a net loss of $13.8 million in 2014, a net loss of $17.7 million in 2013 and a net loss of $19 million in 2012. As of March 31, 2015, the Company had $67.9 million in total assets, $46.9 million in total liabilities, and $20.96 million in total stockholders' equity. NEXT 1 INTERACTIVE: Changes Name to Monaker Group ------------------------------------------------- Next 1 has completed its name change and structuring to become Monaker Group, Inc. This is one of the final steps towards beginning expanded growth. For the next days, the company will trade under the stock symbol NXOID signifying that there has been a 50 for 1 share exchange, thereafter the trading symbol will be MKGI. Monaker has emerged as a digital media marketing company focusing on lifestyle enrichment for consumers in the travel, home and employment sectors. At the core of its marketing services are key elements including proprietary video-centered technology and established partnerships currently being leveraged to enhance reach. Video is quickly becoming consumer's preferred method of searching and educating themselves prior to purchases. Monaker's video creation technology and film libraries combine to create lifestyle video offerings that can be shared through trusted distribution systems of its major partners. The end result is better engagement with consumers who gain in-depth information on related products and services helping to both inform and fulfill purchases. Unlike traditional marketing companies that simply charge for advertising creation, Monaker holds licenses and/or expertise in the travel, real estate and employment sectors allowing it to capture fees at the point of purchase while the majority of transactions are handled by Monaker's partners. This should allow the company to capture greater revenues while eliminating much of the typical overhead associated with fulfillment. Monaker has core holdings in each of its key areas: - Travel - Maupintour Extraordinary Vacations, NextTrip.com, Stingy Travel and Voyage.TV - Home - www.HomeAndAwayClub.com and 35% ownership of RealBiz Media Group, Inc. (OTCQB: RBIZ) - Employment - 51% ownership in www.NameYourFee.com Additionally, the company is continually expanding strategic partnerships and is already working with some of the largest partners in their respective industries including: - I.C.E., Inc. (key membership rewards company with 55 million members, handling loyalty fulfillment for several Fortune 500 companies) - Jasper Group, Inc. (employment specialist with over 6000 recruiting partners) - Launch 360 Media, Inc. (operates R&R Television Network into 34 million North American Homes) The Company expects product and revenue growth through its partner's customer base utilizing its digital platforms and by developing specialized mobile apps for both the travel and employment sectors. Monaker will also utilize its reach through R&R TV (with currently 34 million households in their network) to heighten awareness of current and new offerings. Monaker Group - through its ownership in Maupintour, NameYourFee.com and RealBiz Media Group, Inc. will assist consumers at home, work and play. About Monaker Group About Monaker Group: Monaker Group, Inc. is a digital media marketing company focusing on lifestyle enrichment for consumers in the travel, home and employment sectors. Core to its marketing services are key elements including proprietary video-centered technology and established partnerships that enhance its reach. Video is quickly becoming consumer's preferred method of searching and educating themselves prior to purchases. Monaker's video creation technology and film libraries combine to create lifestyle video offerings that can be shared both to its customers and through trusted distribution systems of its major partners. The end result is better engagement with consumers who gain in-depth information on related products and services helping to both inform and fulfill purchases. Unlike traditional marketing companies that simply charge for advertising creation, Monaker holds licenses and/or expertise in the travel, real estate and employment sectors allowing it to capture fees at the point of purchase while the majority of transactions are handled by Monaker's partners. This should allow the company to capture greater revenues while eliminating much of the typical overhead associated with fulfillment. Monaker core holdings include Maupintour, NameYourFee.com, RealBiz Media Group - helping it to deliver marketing solutions to consumers at home, work and play. 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. Next 1 Interactive reported 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. 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. NEXT GENERATION: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Next Generation Technology Inc. 614 West 157th Street New York, NY 10032 Case No.: 15-11695 Nature of Business: Technology Chapter 11 Petition Date: June 26, 2015 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Debtor's Counsel: Douglas J. Pick, Esq. PICK & ZABICKI LLP 369 Lexington Avenue, 12th Floor New York, NY 10017 Tel: (212) 695-6000 Fax: (212) 695-6007 Email: dpick@picklaw.net Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Lalit Deo, CEO. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/nysb15-11695.pdf NII HOLDINGS: Plan of Reorganization Declared Effective ------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York on June 19, 2015, entered Findings of Fact, Conclusions of Law and Order confirming pursuant to Section 1129(a) and (b) of the Bankruptcy Code the First Amended Joint Plan of Reorganization Proposed by NII Holdings, Inc., its debtor-affiliates; and their Official Committee of Unsecured Creditors. On June 26, 2015, NII Holdings satisfied the conditions of the Confirmation Order and the Plan of Reorganization became effective. On June 26, NII Holdings also filed with the Securities and Exchange Commission a Form S-8 Registration Statement under the Securities Act of 1933, to register 5,263,158 shares of common stock, par value $0.001 per share, issuable pursuant to the NII Holdings, Inc. 2015 Incentive Compensation Plan. A copy of the Form S-8 is available at http://is.gd/hTmJrx NII Holdings previously engaged in discussions with (a) certain of the holders of the senior notes issued by the Company's subsidiaries, NII Capital Corp. and NII International Telecom S.C.A., and their advisors and (b) members of the Official Committee of Unsecured Creditors appointed in the bankruptcy cases and their advisors regarding a potential restructuring of the Senior Notes and the reorganization of the Company and certain of its subsidiaries. Those discussions culminated in the plan of reorganization that was confirmed by the Court. Pursuant to confidentiality agreements between the Holders and the Company and between the members of the Committee and the Company, and at the request of the Holders and certain members of the Committee, the Company provided certain information to the Holders through the effective date of the Plan. The Company also agreed to make the Disclosed Information publicly available. The Disclosed Information is available on the Company's website -- http://www.nii.com/-- through the "2014-15 Restructuring Information" link that is included within the "Financial Information" link on the Investor Relations page. The Disclosed Information consists of: 1. NII business plan as of December 26, 2014 2. Management presentation to Creditors' Committee dated October 20, 2014 3. Liquidity data as of January 11, 2015 4. Miscellaneous financial and investor data The Disclosed Information includes prospective financial information, forecasts and other information generally not disclosed by the Company. A copy of the Court's Findings of Fact, Conclusions of Law and Order is available at http://is.gd/ZzMUFx A copy of the approved Chapter 11 Plan is available at http://is.gd/6HwvfX On Jan. 26, 2015, the Debtors reached an agreement for the sale of their operations in Mexico, operated by non-debtor Comunicaciones Nextel de Mexico, S.A. de C.V., to an affiliate of AT&T for $1.875 billion, subject to adjustments. The sale transaction was approved on March 23, 2015. The sale was completed April 30, 2015. As a result of the sale transaction, the Debtors on March 13, 2015, filed the First Amended Plan, which provides improved recoveries and recoveries that include cash distributions. The Amended Plan is co-sponsored by the Creditors Committee. The Plan strengthens the Company's balance sheet by restructuring $4.35 billion in senior unsecured notes issued by subsidiaries that were part of the bankruptcy proceedings. Under the Plan, holders of that debt will receive a combination of cash and common stock of the reorganized company in varying amounts based on the series of senior notes held. The new common stock to be issued under the Plan is expected to trade on the NASDAQ Stock Exchange under the Company's former ticker symbol "NIHD" shortly after emergence. About NII Holdings, Inc. NII Holdings Inc. through its subsidiaries provides wireless communication services for businesses and consumers in Brazil, Mexico and Argentina. NII Holdings has the exclusive right to use the Nextel brand in its markets pursuant to a trademark license agreement with Sprint Corporation and offers unique push-to-talk ("PTT") services associated with the Nextel brand in Latin America. NII Holdings' shares of common stock, par value $0.001, are publicly traded under the symbol NIHD on the NASDAQ Global Select Market. NII Holdings and its affiliated debtors sought bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 14-12611) in Manhattan on Sept. 15, 2014. The Debtors' cases are jointly administered and are assigned to Judge Shelley C. Chapman. The Debtors tapped Jones Day's Scott J. Greenberg, Esq. and Michael J. Cohen, Esq., as counsel and Prime Clerk LLC as claims and noticing agent. NII Holdings disclosed $1.22 billion in assets and $3.068 billion in liabilities as of the Chapter 11 filing. The U.S. Trustee for Region 2 appointed five creditors of NII Holdings to serve on the official committee of unsecured creditors. The panel is represented by Kenneth H. Eckstein, Esq. and Adam C. Rogoff, Esq. of Kramer Levin Naftalis & Frankel LLP. Kurtzman Carson Consultants LLC is the panel's information agent. OCEAN RIG: Bank Debt Trades at 13% Off -------------------------------------- Participations in a syndicated loan under which Ocean Rig is a borrower traded in the secondary market at 87.40 cents-on-the- dollar during the week ended Friday, June 19, 2015, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in the June 25, 2015 edition of The Wall Street Journal. This represents a decrease of 1.68 percentage points from the previous week, The Journal relates. Ocean Rig pays 450 basis points above LIBOR to borrow under the facility. The bank loan matures on July 17, 2021, and carries Moody's withdrawn rating and Standard & Poor's B+ rating. The loan is one of the biggest gainers and losers among 257 widely quoted syndicated loans with five or more bids in secondary trading for the week ended June 19. ORCKIT COMMUNICATIONS: Adds Proposed Sale to Meeting Agenda ----------------------------------------------------------- The temporary liquidator of Orckit Communications Ltd., Adv. Lior Dagan, received a letter on behalf of Mr. Izhak Tamir and May Patents Ltd. containing a proposal to be added to the agenda of the General Meeting. According to the Proposal, the Temporary Liquidator will perform a bidding procedure for the sale of (i) the Company as a public shell company following the arrangement among the Company and its creditors under Section 350 of the Israeli Companies Law, 5759-1999, and according to the terms and conditions of the arrangement as set forth in the Proxy Statement and/or (ii) all of the Company's patents and patent applications. If the bidding procedure will not result in a higher bid than the bid proposed for the acquisition of the Company as a public shell company described in the Proxy Statement (the offer from Gali Lieberman and Adv. Victor Teshuva), then Mr. Tamir and May Patents Ltd. will acquire the Company as a public shell company for $150,000 in accordance with the rest of the terms and conditions of the Arrangement. The General Meeting will be held as scheduled on June 28, 2015, at 4:00 p.m., Israel time, but due to the foregoing addition to the agenda, votes via proxy will be accepted until June 30, 2015, at 2:00 p.m., Israel time. About Orckit Communications Ltd. (in temporary liquidation) Orckit facilitates the delivery by telecommunication providers of high capacity broadband residential, business and mobile services over wireline or wireless networks with its Orckit-Corrigent family of products. Orckit was founded in 1990 and became publicly traded in 1996. Orckit's shares are traded on the OTCQB and the Tel Aviv Stock Exchange and is headquartered in Tel-Aviv, Israel. Kesselman & Kesselman, in Tel Aviv, Israel, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company has a capital deficiency, recurring losses, negative cash flows from operating activities and has significant future commitments to repay its convertible subordinated notes. These facts raise substantial doubt as to the Company's ability to continue as a going concern. Orckit reported a net loss of $5.9 million in 2013, a net loss of $4.5 million in 2012 and a net loss of $17.5 million in 2011. As of Dec. 31, 2013, the Company had $7.51 million in total assets, $21.54 million in total liabilities and a $14.03 million total capital deficiency. PARAGON OFFSHORE: Bank Debt Trades at 24% Off --------------------------------------------- Participations in a syndicated loan under which Paragon Offshore is a borrower traded in the secondary market at 76.50 cents-on-the-dollar during the week ended Friday, June 19, 2015, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in the June 25, 2015 edition of The Wall Street Journal. This represents a decrease of 0.40 percentage points from the previous week, The Journal relates. The Company pays 275 basis points above LIBOR to borrow under the facility. The bank loan matures on July 14, 2021, and carries Moody's Ba1 rating and Standard & Poor's BB+ rating. The loan is one of the biggest gainers and losers among 257 widely quoted syndicated loans with five or more bids in secondary trading for the week ended June 19. PEABODY ENERGY: Debt Trades at 16% Off -------------------------------------- Participations in a syndicated loan under which Peabody Energy Power Corp is a borrower traded in the secondary market at 83.48 cents-on-the- dollar during the week ended Friday, June 19, 2015, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in the June 25, 2015 edition of The Wall Street Journal. This represents a decrease of 3.77 percentage points from the previous week, The Journal relates. Peabody Energy Power Corp pays 325 basis points above LIBOR to borrow under the facility. The bank loan matures on September 20, 2020, and carries Moody's Ba3 rating and Standard & Poor's BB+ rating. The loan is one of the biggest gainers and losers among 257 widely quoted syndicated loans with five or more bids in secondary trading for the week ended June 19. PEABODY ENERGY: Moody's Cuts Corporate Family Rating to 'B3' ------------------------------------------------------------ Moody's Investors Service downgraded the ratings of Peabody Energy Corporation, including the corporate family rating (CFR) to B3 from B2, probability of default rating (PDR) to B3-PD from B2-PD, the ratings on senior secured credit facility to B1 from Ba3, the ratings on second lien debt to B3 from B2, the ratings on senior unsecured notes to Caa1 from B3, and the junior subordinated debenture ratings to Caa2 from Caa1. Moody's also changed the speculative grade liquidity rating to SGL-3 from SGL-2. The outlook is negative. Downgrades: Issuer: Peabody Energy Corporation Corporate Family Rating, Downgraded to B3 from B2 Probability of Default Rating, Downgraded to B3-PD from B2-PD Speculative Grade Liquidity Rating, Changed to SGL-3 from SGL-2 Junior Subordinated Conv./Exch. Bond/Debenture (Local Currency) , Downgraded to Caa2, LGD6 from Caa1, LGD6 Senior Secured Bank Credit Facility (Local Currency), Downgraded to B1, LGD2 from Ba3,LGD2 Senior Secured Regular Bond/Debenture (Local Currency), Downgraded to B3, LGD3 from B2, LGD3 Senior Unsecured Regular Bond/Debenture (Local Currency), Downgraded to Caa1, LGD5 from B3,LGD5 Outlook Actions: Issuer: Peabody Energy Corporation Outlook, Remains Negative RATINGS RATIONALE The downgrade reflects our expectation of continued deterioration in the company's credit metrics, more precipitous than we had forecasted previously, due to the ongoing decline in the seaborne metallurgical coal markets. We anticipate that the company's Debt/ EBITDA, as adjusted, will approach 9x in 2015. Although we anticipate some recovery in 2016, we expect the leverage to remain elevated at around 7x. Absent asset sales, the company will generate negative free cash flows in 2015 and 2016. Benchmark prices for high quality met coal for the third quarter of 2015 settled at $93/ metric tonne. The second quarter benchmark of $110 was already tracking roughly $10 below the settlements from the past four quarters. Once supply cuts take effect, we expect prices to improve somewhat; however, any material recovery is increasingly appearing unlikely over the next 18 months. We estimate that the approximately 300 million-ton seaborne market is currently oversupplied by roughly 5%-10%. Global suppliers, mostly in Australia and the US, have already announced over 30 million metric tonnes of supply cuts since early 2014. However, these are slow to take hold. Production volumes are also being propped up by cost curves shifting lower, due to falling oil prices and currencies weakening against the US dollar, particularly the Australian dollar, the source of over half of global met coal production. Despite the downward trend of the global cost curve, we believe a significant portion of global met coal production remains uneconomic and further production cuts will be necessary to bring the markets back into balance. The B3 corporate family rating continues to reflect pressures on the company's US thermal coal business from increased regulatory pressure and low natural gas prices. That said, Peabody's rating reflects its significant size and scale, broadly diversified reserves and production base, efficient surface mining operations, and a solid portfolio of long-term coal supply agreements with electric utilities. The rating also incorporates its competitive cost structure compared to other US-based producers, as well as operational risks inherent in the coal industry. The B1 rating on the secured facility, two notches above the B3 CFR, reflects the security provided by the collateral package, which includes a claim on certain US properties and various stock pledges. The B3 rating on the second lien notes, in line with the CFR, reflects their relative position in the capital structure with respect to claim on collateral, behind the senior secured credit facility but ahead of the Caa1 rated unsecured notes and Caa2 subordinated debentures. The speculative grade liquidity rating of SGL-3 reflects adequate liquidity, including cash and cash equivalents of $637 million, $1.5 billion available under $1.65 billion revolver and $34 million of available capacity under the accounts receivable securitization program as of March 31, 2015. We expect Peabody to be in compliance with the covenants under its secured credit facility, although headroom under covenants is expected to tighten. Peabody has several alternatives for arranging back-door liquidity if necessary. Peabody's large number of mines and its operational diversity across the PRB and Illinois Basin give it the flexibility to sell non-core assets if necessary. The negative outlook reflects our expectation that metallurgical coal markets will remain weak over the next eighteen months, while the company's Debt/ EBITDA, as adjusted, will approach 9x in 2015. A ratings upgrade is unlikely but would be considered if Debt/ EBITDA were to approach 6x, with roughly neutral free cash flows. A further downgrade would be considered if liquidity deteriorated, free cash flows were persistently negative, and/or Debt/ EBITDA exceeded 8x on a sustained basis. PETERSBURG REGENCY: Burt Wants Disbursement of Insurance Proceeds ----------------------------------------------------------------- Jim Burt, by and through his undersigned counsel Porzio, Bromberg and Newman, P.C., on his own behalf and on behalf of 12 creditors of the Debtor Petersburg Regency, LLC, filed on June 16, 2015, a cross-motion for distribution of $9,993,325.14 in estate funds currently on deposit with the Circuit Court of Petersburg, Virginia. A copy of the Cross-Motion is available for free at: http://is.gd/VAewkr On May 7, 2015, the Debtor objected to a distribution scheme that had been ordered in the Virginia interpleader action three weeks earlier. The Debtor's objection focused on five creditors who allegedly had been "shut out" of the distribution scheme ordered by the Virginia Court: (i) A.H. Realty, (ii) R. Oshinsky & Co., Inc., (iii) ThysenKrupp Elevator, (iv) Specialized Environmental, and (v) William Spier. According to the Debtor, it filed the New Jersey bankruptcy proceeding in order to protect the valid claims of the Shut-Out Creditors that had not been fairly addressed the Virginia interpleader court's order. In the intervening period following the May 7 status conference with the Court, the secured creditors addressed in the Virginia distribution order have: (i) voluntarily discounted their distributions further than they had agreed to do in the Virginia interpleader, and (ii) engaged in discussions with certain of the Shut-Out Creditors, reaching agreement with two of the five, i.e. A.H. Realty and Thyssenkrupp Elevator. The secured creditors have further created an additional pot of $237,301.50 for the remaining three non-consenting creditors. In a motion the Debtor filed on Feb. 25, 2015, seeking to dismiss the Virginia involuntary, the Debtor successfully argued that because amounts owed to its secured creditors exceeded the interpleader funds, secured creditors would take all, and a bankruptcy proceeding would therefore be "futile," would provide no added value, and would waste time and judicial resources. The proposal contained in this Cross-Motion resolves all but three of the creditors' claims, and also resolves the Debtor's concern that a long, drawn out bankruptcy including a plan process, would be a wasteful "no value added" proposition, particularly where, as the Debtors pointed out in Virginia, the secured creditors take all. David Edelberg, Esq., at Nowell Amoroso Klein Bierman, P.A., the attorney for the Debtor, said in a court filing dated June 19, 2015 -- a copy of which is available for free at http://is.gd/3DO2EZ-- that the petitioning creditors acknowledged in their involuntary bankruptcy petition for the Debtor that their claims are unsecured, yet the improved distribution motion pays the Petitioning Creditors in full. LeClairRyan is also reducing its claim by a paltry 6%, the Debtor's counsel stated. According to the Debtor's counsel, Ittleson, LeClairRyan, James Burt and the Petitioning Creditors seek to bypass all scrutiny of their claims in order to obtain outsized recoveries. Thus, the improved motion's distribution scheme fails to distribute funds on a fair and rational basis. Moreover, the secured creditors' claim that there is no equity in the insurance proceeds is undermined by their failure to seek relief from the automatic stay. The Debtor's counsel said that the Debtor communicated settlement offers to both Ittleson and LeClairRyan weeks ago without success. The Debtor is asking the Court to consider conducting a settlement conference, as previously suggested by the Court. Mr. Burt is represented by: Porzio, Bromberg & Newman, P.C. Warren J. Martin Jr., Esq. Michael J. Naporano, Esq. Rachel A. Parisi, Esq. 100 Southgate Parkway P.O. Box 1997 Morristown, NJ 07962-1997 Tel: (973) 538-4006 Fax: (973) 538-5146 E-mail: wjmartin@pbnlaw.com mjnaporano@pbnlaw.com raparisi@pbnlaw.com About Petersburg Regency Petersburg Regency, LLC, commenced a Chapter 11 bankruptcy case (Bankr. D.N.J. Case No. 15-17169) in Newark, New Jersey, on April 20, 2015. The case is assigned to Judge Vincent F. Papalia. An involuntary bankruptcy case was previously filed against the company (Bankr. E.D. Va. Case No. 15-30526) but the case was dismissed by consent order in March 2015. The Debtor tapped David Edelberg, Esq., at Nowell Amoroso Klein Bierman, P.A., in Hackensack, New Jersey, as counsel. According to the docket, the Debtor's exclusive period to file a plan expires on Aug. 18, 2015. PETERSBURG REGENCY: Fights LeClairRyan's Motion to Dismiss Case --------------------------------------------------------------- Petersburg Regency, LLC, has filed an objection to LeClairRyan, A Professional Corporation's motion for dismissal of the Debtor's Chapter 11 case. The Debtor says that it filed its Chapter 11 Petition in order to include all creditors in the same venue where the Debtor's insurance litigation has been pending for 11 years. The Debtor states that its Chapter 11 case is designed to test the validity of claims, the validity of liens, obtain additional assets through litigation, and arrange a fair distribution to all creditors. According to the Debtor, it has engaged in good faith negotiations with its creditors in an effort to resolve the distribution of the approximately $10.2 million in insurance proceeds arising from the insurance litigation. To date, Debtor has reached an agreement on a payment amount with several significant creditors, including: (i) a secured creditor having a large, seven figure claim; (ii) a second secured creditor; and (iii) an unsecured creditor asserting a seven figure claim. As a result, Debtor has filed a Plan of Reorganization. In addition, Debtor has filed an adversary complaint seeking to determine the nature, validity and extent of liens upon the Insurance Proceeds; and to recover damages for the abhorrent conduct by one or more of Debtor's creditors. A copy of the Debtor's objection to the dismissal motion is available for free at http://is.gd/zPPlcn Accoridng to LeClairRyan's May 21, 2015 dismissal motion, the Debtor's hurriedly-filed bankruptcy petition is fraught with bad faith and should be dismissed with prejudice. LeClairRyan says in its motion that among other earmarks of the Debtor's abuse of bankruptcy law are: (1) the Debtor's admitted lack of any assets around which to reorganize, as evidenced by its concessions in an involuntary bankruptcy proceeding in Virginia just two months ago that its secured debts exceed the value of its assets; (2) its counsel's endorsement on an order in Virginia state court last month distributing 100% of its only asset to its secured creditors; (3) the Debtor's misrepresentation in its application to employ counsel regarding its intention to repair a hotel which it no longer owns, which is scheduled for demolition by the City of Petersburg, Virginia, and which is beyond repair; (4) the Debtor's initial defective corporate resolution to support its filing; and (5) the Debtor's lack of good standing with the State of New Jersey New Jersey. LeClairRyan claims that the Debtor's petition does not serve a valid bankruptcy purpose, was improperly filed to obtain a tactical litigation advantage, and should be dismissed, and that LeClair should be awarded its fees associated with its dismissal motion as an appropriate sanction for the Debtor's bad faith filing. A copy of the dismissal motion is available for free at: http://is.gd/0IrwOb LeClairRyan says in a June 19, 2015 court filing -- a copy of which is available for free at http://is.gd/ft7LEE-- that in an effort to adorn this case with trappings of legitimacy, the Debtor has responded to LeClairRyan's motion by filing a proposed Chapter 11 plan as well as a misguided adversary complaint which seeks to avoid various liens and asserts other non-core causes of action against LeClairRyan and others. The filing of a plan, according to LeClairRyan, does not establish that a case was filed in good faith, and, neither does the filing of an adversary complaint for the purpose of attempting to rearrange priorities among creditors and asserting causes of action which exist outside of bankruptcy. As set forth in LeClairRyan's dismissal motion, "[t]wo inquiries are especially relevant to the issue of good faith: '(1) whether the petition serves a valid bankruptcy purpose, and (2) whether the petition is filed merely to obtain a tactical litigation advantage.'" LeClairRyan says that the Debtor has fallen woefully short of addressing both inquiries, and it is thus clear that this case should be dismissed as a bad faith filing. LeClairRyan is represented by: Webber McGill LLC Douglas J. McGill, Esq. 760 Route 10, Suite 104 Whippany, New Jersey 07981 Tel: (973) 739-9559 Fax: (973) 739-9575 E-mail: dmcgill@webbermcgill.com About Petersburg Regency Petersburg Regency, LLC, commenced a Chapter 11 bankruptcy case (Bankr. D.N.J. Case No. 15-17169) in Newark, New Jersey, on April 20, 2015. The case is assigned to Judge Vincent F. Papalia. An involuntary bankruptcy case was previously filed against the company (Bankr. E.D. Va. Case No. 15-30526) but the case was dismissed by consent order in March 2015. The Debtor tapped David Edelberg, Esq., at Nowell Amoroso Klein Bierman, P.A., in Hackensack, New Jersey, as counsel. According to the docket, the Debtor's exclusive period to file a plan expires on Aug. 18, 2015. PHOTOMEDEX INC: Completes Sale of XTRAC and VTRAC Businesses ------------------------------------------------------------ PhotoMedex, Inc., and its subsidiary PhotoMedex Technology, Inc. entered into an asset purchase agreement with MELA Sciences, Inc., according to a regulatory filing with the Securities and Exchange Commission. Under the Asset Purchase Agreement, MELA acquired the XTRAC excimer laser business and the VTRAC excimer lamp business from PTECH, certain international intellectual property rights held by Photo Therapeutics Ltd., the Company's subsidiary in the United Kingdom, and the stock of PhotoMedex India Private Limited, the Company's subsidiary in India, for a total purchase price of $42.5 million in cash. The sale was completed on June 22, 2015. Under the Escrow Agreement, $750,000 of the Purchase Price has been placed into an escrow account held by U.S. Bank National Association as Escrow Agent. The Company will use a portion of the non-escrowed proceeds to repay indebtedness under the Credit Agreement, and the remaining portion of the non-escrowed proceeds to pay fees in connection with the transaction. The Purchase Price is subject to a post-closing working capital adjustment, pursuant to which the Purchase Price paid to the Company at closing will be adjusted up or down by an amount equal to the difference between the net working capital of the Transferred Business as of June 22, 2015, and a target net working capital of $0, subject to a $450,000 collar (if applicable) and a maximum payment in either direction of $500,000. The Asset Purchase Agreement provides that MELA will make offers of employment to certain employees of the Transferred Business. In addition, the Company has assigned to MELA the leases for its facilities located in Horsham, Pennsylvania, and Carlsbad, California. The Asset Purchase Agreement contains customary representations, warranties and covenants by each of the Company, PTECH and MELA, as well customary indemnification provisions among the parties. The parties entered into several ancillary agreements as part of this transaction, including an Escrow Agreement and a Transition Services Agreement. Under the Transition Services Agreement, MELA will continue to provide certain accounting, human resources, IT support and other services to the Company, while the Company will continue to provide certain marketing, benefit, payroll and other services to MELA, for periods ranging from approximately one month to up to approximately ten months following the closing. During those periods, each of the Company and MELA will arrange to transition the services it receives to its own personnel. The Company and PTECH will also have the right to continue occupying certain portions of the Horsham, Pennsylvania facility until Dec. 31, 2015. On June 23, 2015, the Company repaid in full the outstanding balances of its revolving line of credit and term loan (including all unpaid interest) under the Credit Agreement, dated as of May 12, 2014, by and between the Company, JPMorgan Chase Bank, N.A., as Administrative Agent, First Niagara Bank, N.A. and PNC Bank, National Association, each as Co-Syndication Agents, J.P. Morgan Securities LLC, as Lead Arranger and Bookrunner, and the other Lenders party thereto. Pursuant to the Payoff Letter, effective as of June 23, 2015, and all other termination and release documents in connection therewith, the Company and its subsidiaries have been released from all of their obligations, including any guarantee and collateral obligations, in connection with the Credit Agreement. The Company has used the proceeds from the sale of the Transferred Business, as well as its subsidiary in India, to complete payment of the outstanding revolving line of credit and term loan under the Credit Agreement and ancillary costs, which totaled $40.3 million. About PhotoMedex PhotoMedex, Inc., is a global health products and services company providing integrated disease management and aesthetic solutions to dermatologists, professional aestheticians, ophthalmologists, optometrists, consumers and patients. The Company provides proprietary products and services that address skin conditions including psoriasis, vitiligo, acne, actinic keratosis, photo damage and unwanted hair, as well as fixed-site laser vision correction services at our LasikPlus(R) vision centers. PhotoMedex and its subsidiaries has entered into a second amended and restated forbearance agreement with the lenders that are parties to the credit agreement dated May 12, 2014, and with JP Morgan Chase, as administrative agent for the Lenders pursuant to which the Lender have agreed to forbear from exercising their rights and remedies with respect to certain events of default from Aug. 25, 2014, until April 1, 2016, or earlier if an event of default occurs, according to a document filed with the Securities and Exchange Commission in March 2015. As of March 31, 2015, the Company had $105.7 million in total assets, $71.4 million in total liabilities, and $34.3 million in total stockholders' equity. Bankruptcy Warning "If, in the future, PhotoMedex is required to obtain similar forbearance agreements as a result of our inability to meet the terms of the credit agreement, there can be no assurance that those forbearance agreements will be available on commercially reasonable terms or at all. If, as or when required, we are unable to repay, refinance or restructure our indebtedness under those credit facilities, or amend the covenants contained therein, the lenders could elect to terminate their commitments under the credit facilities and institute foreclosure proceedings against our assets. Under such circumstances, we could be forced into bankruptcy or liquidation. In addition, any additional events of default or declaration of acceleration under one of those facilities or the forbearance agreement could also result in an event of default under one or more of these agreements. Such a declaration would have a material adverse impact on our liquidity, financial position and results of operations," the Company stated in its 2014 annual report. PRESSURE BIOSCIENCES: Hires MaloneBailey as New Accountants ----------------------------------------------------------- The Board of Directors of Pressure BioSciences, Inc. dismissed Marcum LLP as the Company's independent registered public accounting firm on June 23, 2015, according to a Form 8-K document filed with the Securities and Exchange Commission. The Board engaged MaloneBailey, LLP, as replacement. The report of Marcum on the audited financial statements of the Company for the fiscal years ended Dec. 31, 2014, and Dec. 31, 2013, did not contain any adverse opinion or disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope, or accounting principles, except for the addition of a paragraph expressing substantial doubt about the Company's ability to continue as a going concern. Marcum informed the Company that, at the completion of the 2013 and 2014 audits, there was a material weakness in the Company's internal controls related to: (1) a lack of sufficient segregation of duties; and (2) a lack of sufficient personnel in the accounting function. The Company's Board of Directors discussed this material weakness with Marcum. The Company said it has authorized Marcum to respond fully to the inquiries of Malone concerning this material weakness. About Pressure Biosciences Pressure BioSciences, Inc., headquartered in South Easton, Massachusetts, holds 14 United States and 10 foreign patents covering multiple applications of pressure cycling technology in the life sciences field. Pressure Biosciences reported a net loss applicable to common shareholders of $6.25 million on $1.37 million of revenue for the year ended Dec. 31, 2014, compared to a net loss applicable to common shareholders of $5.24 million on $1.5 million of total revenue for the year ended Dec. 31, 2013. As of March 31, 2015, the Company had $1.5 million in total assets, $4.72 million in total liabilities and a $3.22 million total stockholders' deficit. Marcum LLP, in Boston, Massachusetts, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, noting that the Company has had recurring net losses and continues to experience negative cash flows from operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern, the auditors said. PRINTPACK HOLDINGS: Plant Closure No Impact on Moody's B3 Rating ---------------------------------------------------------------- Moody's Investors Service says Printpack Holdings, Inc.'s (B3 stable) announcement that it will close its Fredericksburg, VA, label and shrink wrap plant in the first quarter of 2016 and move production to other facilities is credit positive as the plan will reduce costs and improve EBITDA. The planned closure has no ratings impact as the plant generates less than 5% of the company's sales and closure-related costs are not significant. Printpack will face some execution risk as the new plan adds complexity to its ongoing restructuring initiatives, some of which that have faced delays. RADIAN GROUP: Moody's Hikes Senior Unsecured Debt Rating to 'B1' ---------------------------------------------------------------- Moody's Investors Service, has upgraded the rating of Radian Group Inc.'s senior unsecured debt to B1, with positive outlook. Today's rating action concludes Moody's review of Radian Group's ratings for upgrade, and was prompted by the announcement by Radian Group (NYSE: RDN), that it has completed its offering of $350 million of 5.25% Senior Notes due in 2020, and entered into agreements to purchase an aggregate of $389 million principal amount of its Convertible Senior Notes due in 2017. Moody's stated that the debt issuance is credit positive for Radian Group because it meaningfully improves the holding company's debt maturity profile and better aligns it with the expected timing of dividend capacity from its subsidiaries. Moody's added, that while the debt issuance is also positive for Radian Guaranty Inc. (Radian Guaranty -- insurance financial strength Ba1, positive), the group's lead mortgage insurance subsidiary, the company has not yet implemented its plan to attain compliance with the private mortgage insurer eligibility requirements (PMIERs). RATINGS RATIONALE The upgrade reflects Moody's view that the debt issuance meaningfully improves the holding company's debt maturity profile and relieves near-term liquidity pressure on the group as it balances holding company debt maturities with the capital needs of Radian Guaranty. In addition, Moody's noted that the less onerous final PMIERs reduced the amount of additional capital required at Radian Guaranty, further relieving the demand on holding company liquidity resources. As a result of this rating action, Radian Group's senior unsecured debt rating now reflects Moody's standard notching for insurance ratings, and is three-notches lower than the insurance financial strength rating of its lead mortgage insurance subsidiary, Radian Guaranty. Moody's noted that the successful completion of the debt issuance and repurchase provides the group with additional flexibility in balancing debt maturities and capital contributions to Radian Guaranty. As of April 1, 2015, Radian Group reported approximately $707 million in available cash and liquid investments, with approximately $646 million and $700 million in senior unsecured, and convertible debt due in 2017 and 2019, respectively. Due to the statutory requirement to build up its contingency reserve, Radian Guaranty is not expected to have any dividend capacity within that timeframe. Following the debt refinancing, Radian Group will have approximately $257 million and $700 million in debt due in 2017 and 2019, respectively, followed by $350 million in senior notes due in 2020. Moody's outlook for Radian Group's B1 senior debt rating is positive, and reflects the group's recent access to capital markets on favorable terms, and the improving credit profile of Radian Guaranty, its lead mortgage insurance subsidiary. RATING DRIVERS Moody's noted that the following factors could lead to an upgrade: 1) Improved capital adequacy, either through an appropriate form of risk-transfer or contribution of additional capital, sufficient to ensure comfortable compliance with the PMIER requirements; 2) Increased certainty about the range of potential outcomes in the group's tax dispute with the IRS. The following factors could lead to a downgrade: 1) significant, adverse development in Radian's insured mortgage portfolio; 2) Radian's inability to meet PMIER requirements within the allowed transition period or; 3) a deterioration in Radian Group's ability to meet its debt service requirements over the next few years. LIST OF RATING ACTIONS The following ratings have been upgraded, with positive outlook: Issuer: Radian Group Inc. Senior unsecured debt at B1, from B2; Senior unsecured shelf at (P)B1, from (P)B2; Senior subordinate shelf at (P)B2, from (P)B3; Subordinate shelf at (P)B2, from (P)B3; Preferred shelf at (P)B3, from (P)Caa1; Preferred non-cumulative shelf at (P)B3, from (P)Caa1. The principal methodology used in these ratings was Mortgage Insurers published in April 2015. Radian Group Inc. is a US-based holding company that owns a mortgage insurance platform comprised of Radian Guaranty, Radian Insurance and Radian Mortgage Assurance. The group also has investments in other financial services entities. As of March 31, 2015, Radian Group had approximately $6.8 billion in total assets and $2.2 billion in shareholder's equity. RADIOSHACK CORP: Fights Salus' Bid to Convert Case to Ch. 7 ----------------------------------------------------------- Salus Capital Partners, LLC's motion to convert RadioShack Corporation, et al.'s Chapter 11 cases to Chapter 7 liquidation met objections from the Debtor, the Official Committee of Unsecured Creditors, and the landlords. As reported by the Troubled Company Reporter on June 18, 2015, Salus asks the Court for to covert the Debtors' Chapter 11 cases to cases under Chapter 7. Salus' counsel, Anthony W. Clark, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in Wilmington, Delaware, tells the Court that since commencing the Chapter 11 cases, the Debtors have sold, or are in the process of selling, substantially all of their assets. Mr. Clark notes that once that sale process is completed, the Debtors have nothing further to achieve in Chapter 11. He further tells the Court that there is no longer a viable business to reorganize, nor an advantage to liquidating the Debtors' remaining assets, which primarily consist of potential litigation claims, under Chapter 11. The Debtors say in its objection -- a copy of which is available for free at http://is.gd/jpmBko-- that with the agreement of their secured lenders, including Salus, the Debtors have proceeded to liquidate the vast majority of their assets pursuant to processes and expedited timelines discussed and approved prior to the commencement of the bankruptcy cases. By all measures, the liquidation has been extraordinarily successful, generating substantial recoveries for the benefit of creditors. Despite that success and an acknowledgment that the liquidation process is not yet complete, Salus requests that the Court halt the ongoing and unfinished liquidation process to invoke the drastic remedy of a Chapter 7 conversion. According to the Debtors, the estates are not administratively insolvent and the Debtors have not accrued administrative expenses at unsustainable levels or beyond their ability to pay. As Salus well knows based on its involvement in every budget negotiation since the outset of these cases, the Debtors have met their ongoing obligations as they have come due. Additionally, expenses have remained within budget despite higher than anticipated professional fees and the Debtors have not been in violation of any of the disbursement covenants associated with those budgets. Further, the Debtors have sufficient cash, collateral carve-outs and an agreed subordination by Salus (which Salus acknowledges in its Motion to Convert) to pay anticipated future expenses and anticipated priority claims. The Official Committee of Unsecured Creditors is objecting to the conversion motion, calling the motion as nothing more than a self-serving attempt by Salus to improve its under secured status at the expense of all other constituencies which have worked diligently to bring the complex Chapter 11 cases towards a successful conclusion on July 22, 2015, pursuant to the Debtors' plan of liquidation. The Debtors, according to the Committee, have proposed the feasible Plan which will be confirmed on July 22, 2015. Also, the record of these proceedings make clear that the Debtors' assets have been maximized not diminished, for the benefit of Salus, the Committee says. A copy of the Committee's objection is available for free at: http://is.gd/knsVXh Landlords Basser-Kaufman, Blumenfeld Development Group, Ltd., DDR Corp., Equity One Inc., GGP Limited Partnership, Gregory Greenfield & Associates, Ltd., Forest City Enterprises, Jones Lang LaSalle Americas, Inc., Philips International Holding Corp., Read Investments LLC, Regency Centers LP, Rouse Properties, Rush Properties, and Weingarten Realty Investors are also objecting the conversion motion, saying that Salus provides no details as to how they will comply with their contractual obligation to fund the Salus Carve-Out and provide for the immediate payment of the Landlords' stub rent claims. Instead, Salus proposes to create an entirely new class of Chapter 7 administrative claims that would likely stand ahead of the Landlords' Chapter 11 administrative claims, and threaten both the timing and payment of those stub rent claims. A copy of the Landlords' objection is available for free at http://is.gd/3T1RNU The Landlords are represented by: Kelley Drye & Warren LLP James S. Carr, Esq. Robert L. LeHane, Esq. Gilbert R. Saydah Jr., Esq. 101 Park Avenue New York, New York 10178 Tel: (212) 808-7800 Fax: (212) 808-7897 E-mail: jcarr@kelleydrye.com rlehane@kelleydrye.com gsaydah@kelleydrye.com 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. The bankruptcy case is assigned to Judge Brendan L. Shannon. RADIOSHACK CORP: Hello, RS Legacy Corporation! ---------------------------------------------- RadioShack Corporation on June 22, 2015, filed a Certificate of Amendment to the Company's Restated Certificate of Incorporation, as amended, to change its name from RadioShack Corporation to RS Legacy Corporation. The Amendment was adopted in accordance with Section 303 of the General Corporation Law of the State of Delaware and under an order by the Bankruptcy Court in the Chapter 11 Cases. The Company filed the Amendment with the Secretary of State of the State of Delaware, and the Amendment became effective on June 22, 2015. The change of corporate name was effected to satisfy one of the Company's obligations under the Purchase Agreement, dated May 15, 2015, between the Company, other sellers party thereto and General Wireless Operations Inc. relating to the sale of the Company's brand name and customer data. 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. The bankruptcy case is assigned to Judge Brendan L. Shannon. * * * In March 2015, Judge Shannon authorized RadioShack to sell about 1,700 of its stories to a unit of New York hedge fund Standard General. The buyer outlasted RadioShack's largest creditor, Salus Capital Partners, in the auction for the stores. The winning bid by Standard General's unit, General Wireless Operations Inc., is valued at about $160 million. Salus offered $129 million cash bid. Other RadioShack locations will be closed. In June 2015, RadioShack won Bankruptcy Court approval to sell to General Wireless the Company's brand name and customer data for $26.2 million in cash and the assumption of specified liabilities. RadioShack also offloaded other assets and locations abroad. The Company sold its Mexican business to retailer Grupo Gigante for $31.8 million. Gigante acquired RadioShack de Mexico, including 251 stores, brands and trademarks, via Gigante's unit Office Depot de Mexico. On June 12, 2015, RadioShack filed a bankruptcy liquidation plan explaining how its remaining assets will be distributed. RadioShack also changed its name to "RS Legacy Corporation" as part of the sales to General Wireless. Standard General is represented in the case by Debevoise & Plimpton LLP's Jonathan E. Levitsky, Esq. Salus is represented by Anthony W. Clark, Esq., and Jason M. Liberi, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in Wilmington, Delaware; and Jay M. Goffman, Esq., Mark A. McDermott, Esq., and Christine A. Okike, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in New York. RADIOSHACK CORP: Judge Approves Protocols Protecting Customer Data ------------------------------------------------------------------ RadioShack Corp. obtained court approval of its agreement with two major wireless carriers to implement protocols protecting customer data. The order, issued by U.S. Bankruptcy Judge Brendan Shannon, authorizes the electronics retailer to implement protocols protecting confidential information of customers of Verizon Wireless and AT&T Mobility LLC. A copy of the court order is available for free at http://is.gd/P5gsdf The agreement resolves the wireless carriers' objections to the sale of RadioShack's customer data to General Wireless Operations Inc. Both had expressed fear the sale would violate their contracts with the retailer protecting customer privacy. Judge Shannon on June 4 approved the sale of RadioShack's customer data and trademarks following an auction where General Wireless emerged as the winning bidder. The retailer will get $26.2 million in cash from the sale, court filings show. 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. The bankruptcy case is assigned to Judge Brendan L. Shannon. REICHHOLD HOLDINGS: Sells 4 Surplus Properties for $5.135-Mil. -------------------------------------------------------------- Reichhold Holdings US, Inc., and its affiliated debtors ask the U.S. Bankruptcy Court for the District of Delaware to approve the sale of four properties in an amount totaling $5,135,000. The properties to be sold are the following: (1) 400 Doremus Avenue, in Newark, New Jersey, to Value Industry, Inc., for $3,500,000; (2) 46 Albert Avenue, in Newark, New Jersey, to Albert and Cornelia, LLC, for $435,000; (3) 45-5 Cornelia Street, in Newark, New Jersey, to Albert and Cornelia, LLC, for $700,000; and (4) 3101 South California Avenue, in Chicago, Illinois, to Pioneer Environmental Services, LLC, for $500,000. Marion M. Quirk, Esq., at Cole Schotz P.C., in Wilmington, Delaware, tells the Court that sound business reasons exist for the sales. Ms. Quirk says that the Debtors and their advisors determined that, after analyzing the viable options for the Debtors' business, a plan to exit bankruptcy as a stand-alone going concern business was not a likely option and, accordingly, the Debtors sold all their operating assets to Reichhold, LLC. Ms. Quirk further tells the Court that following the sale, the Debtors further explored how to best proceed with selling the Properties and their other remaining assets. She says the Properties are not used in the operation of the Debtors' business, nor are they revenue-producing assets. She adds that while there are tenants at the Albert Avenue, Cornelia Street, and Chicago Properties, the rent they pay does not result in any appreciable net income for the Debtors. Ms. Quirk notes that the Purchasers have submitted the following good faith deposits: Doremus Avenue Property - $350,000; Albert Avenue Property - $43,500; Cornelia Street Property - $70,000; and Chicago Property - $50,000. The Debtors' motion is scheduled for hearing on July 13, 2015 at 10:30 a.m. The deadline for the submission of objections is set on July 6. The Debtors are represented by: Norman L. Pernick, Esq. Marion M. Quirk, Esq. David W. Giattino, Esq. COLE SCHOTZ P.C. 500 Delaware Avenue, Suite 1410 Wilmington, DE 19801 Telephone: (302)652-3131 Facsimile: (301)652-3117 Email: npernick@coleschotz.com mquirk@coleschotz.com dgiattino@coleschotz.com -- and -- Gerald H. Gline, Esq. Kenneth L. Baum, Esq. COLE SCHOTZ P.C. 25 Main Street Hackensack, NJ 07602-0800 Telephone: (201)489-3000 Facsimile: (201)489-1536 Email: ggline@coleschotz.com kbaum@coleschotz.com About Reichhold Founded in 1927, Reichhold, with its world headquarters and technology center in Durham, North Carolina, is one of the world's largest manufacturer of unsaturated polyester resins and a leading supplier of coating resins for the industrial, transportation, building and construction, marine, consumer and graphic arts markets. Reichhold -- http://www.Reichhold.com/-- has manufacturing operations throughout North America, Latin America, the Middle East, Europe and Asia. As of June 30, 2014, the Reichhold companies had consolidated assets of $538 million and liabilities of $631 million. Reichhold Holdings US, Inc., Reichhold, Inc., and two U.S. affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 14-12237) on Sept. 30, 2014. Cole, Schotz, Meisel, Forman & Leonard, P.A. (legal advisor) and CDG Group LLC (financial advisor) are representing Reichhold, Inc. Latham & Watkins LLP (legal advisor) and Moelis & Company (investment banker) are serving Reichhold Industries, Inc. Logan & Company is the company's claims and noticing agent. The cases are assigned to Judge Mary F. Walrath. The U.S. Trustee for Region 3 appointed seven creditors of Reichhold Holdings US, Inc. to serve on the official committee of unsecured creditors. On April 2, 2015, Reichhold disclosed that the purchase of most of the assets of the U.S. business was completed. This transaction, approved by the Delaware Bankruptcy Court on January 12, 2015, allows Reichhold's U.S. businesses to successfully emerge from bankruptcy and re-join the rest of the global Reichhold organization. Concurrent with this purchase, Reichhold completed a debt-for-equity exchange with a group of investors led by Black Diamond Capital Management LLC and including J.P. Morgan Investment Management, Inc., Third Avenue Management LLC, and Simplon Partners LP. On April 1, 2015, the U.S. Trustee named three non-union retirees of Debtors to serve as the official Non-Union Retiree Committee. Each of the Retiree Committee members is receiving retiree welfare benefits from one or more of the Debtors. The Retiree Committee tapped the law firm of Stahl Cowen Crowley Addis LLC as its counsel. RESEARCH SOLUTIONS: Elects Ex-Elsevier CEO John Regazzi to Board ---------------------------------------------------------------- Research Solutions, Inc., has elected John Regazzi to its board of directors. His appointment increases the total number of board members to seven, with four members serving independently. Regazzi is an information services and IT industry innovator, with more than four decades of experience. He is currently managing director of Akoya Capital Partners, a sector focused private investment firm, where for the last few years he has served as its professional information services sector leader. He has also been a professor at the Long Island University's College of Education, Information and Technology since 2005, and has served as dean of LIU's College of Information and Computer Science. Before joining Akoya Capital Partners, Regazzi served for several years as CEO of Elsevier Inc. and managing director of the NYSE-listed Reed Elsevier, the world's largest publisher and information services company for journal and related scientific, technical and medical content. At Reed Elsevier, he oversaw its expansive electronic publishing portfolio, with a program staff of 3,000 and revenues exceeding $1 billion. He was previously CEO of Engineering Information, which he helped turnaround before being acquired by Reed Elsevier. "John brings an extraordinary depth of experience, skill and knowledge to our board," said Research Solutions president and CEO, Peter Derycz. "He joins us at a pivotal stage, with our transition to a fully digital solution for accessing high-value STM information, as it continues to accelerate and gain traction with major corporate and academic users. We expect John's deep understanding of STM content sourcing and delivery to help guide the global expansion and reach of our Article Galaxy platform." As a recognized industry thought leader, Regazzi has designed, launched, and managed some of the most innovative and well-known information services in the professional communities, including the Engineering Village, Science Direct, Scirus and Scopus, as well as numerous other electronic information services dating back to the early days of the online and CD-ROM industries. Regazzi made his first mark on the information industry at H.W.Wilson Company, which was founded in 1888 as the nation's first publisher of indexing service, monographs and library reference materials. As its vice president, he was the first to bring a publisher online with their own distribution services, successfully challenging the industry of established aggregation services. He also helped launch the content CD-ROM industry, creating the first commercially available CD-ROM text database and delivering the keynote address at Microsoft's first CD-ROM conference. He has served on a variety of corporate and industry boards, including the British Standards Institute Group and the American Institute of Physics, and he recently was appointed and serves as chairman of the board of National Technical Information Service, a division of the U.S. Department of Commerce. He currently serves as chairman of LawLogix Group and Inflexxion, both Akoya portfolio companies. Regazzi's accomplishments have been recognized with a number of awards, including the St. John's University President's Award, Columbia University's Joseph Wheeler Award, and American Library Association's Dartmouth Medal. He also received the American Society for Information Science Award for Outstanding Doctoral Dissertation. He has published numerous articles in leading trade publications, as well as two noted books regarding the information industry. Regazzi earned his BS from St. Johns University, MA from University of Iowa, MS from Columbia University, and PhD. in Information Science from Rutgers University. About Research Solutions Research Solutions, Inc. provides research information services and software to research-intensive industries in the Life Sciences and other fields. The Encino, California-based Company delivers copyrighted copies of published content, including articles from published journals, to content users in hard copy or electronic form. The Company reported a net loss of $1.87 million for the fiscal year ended June 30, 2014, compared with net income of $192,000 for the year ended June 30, 2013. As of March 31, 2015, Research Solutions had $8.25 million in total assets, $7.39 million in total liabilities and $866,194 in total stockholders' equity. RITE AID: Completes Acquisition of EnvisionRx --------------------------------------------- Rite Aid has completed its previously announced acquisition of Envision Pharmaceutical Services from leading global private investment firm TPG and other shareholders in a transaction valued at approximately $2 billion, including approximately $1.8 billion in cash and approximately 27.9 million Rite Aid shares. "The completion of this acquisition is an important step in our strategy to expand Rite Aid's retail healthcare platform and enhance our health and wellness offerings," said Rite Aid chairman and CEO John Standley. "EnvisionRx's talented management team and valued associates are a tremendous addition to our Rite Aid family. The combination of EnvisionRx's broad suite of PBM and pharmacy-related businesses with Rite Aid's retail platform will provide our customers and patients with an integrated offering across retail, specialty and mail-order channels." EnvisionRx CEO Frank Sheehy added, "As part of Rite Aid, we are well positioned to deliver a truly integrated healthcare offering which will provide tremendous benefits to both plan sponsors and patients. Our work is already well underway and we look forward to accelerating our efforts now that the transaction is complete." Sharad Mansukani, a senior advisor to TPG and the former chairman of EnvisionRx, said, "TPG is proud to have partnered with EnvisionRx's founders and excellent management team in building a business that is truly set apart from other PBMs. We are confident EnvisionRx will enjoy many years of success as part of Rite Aid." EnvisionRx will operate as a wholly owned subsidiary of Rite Aid led by Frank Sheehy and current management. EnvisionRx's headquarters will remain in Twinsburg, Ohio. The transaction, which was announced in February 2015, is expected to be accretive to Rite Aid's earnings per share in Rite Aid's fiscal year 2017. Citigroup Global Markets Inc. served as financial advisor to Rite Aid and Skadden, Arps, Slate, Meagher & Flom LLP was the company's legal advisor. J.P. Morgan served as exclusive financial advisor to EnvisionRx, and Cleary Gottlieb Steen & Hamilton LLP acted as its M&A legal counsel and Baker & Hostetler LLP acted as its regulatory legal counsel. About Rite Aid Corp. Rite Aid is a drugstore chain with 4,570 stores in 31 states and the District of Columbia. The Company disclosed in its annual report for the year ended Feb. 28, 2015, that it is highly leveraged. Its substantial indebtedness could limit cash flow available for its operations and could adversely affect its ability to service debt or obtain additional financing if necessary. As of May 30, 2015, the Company had $10.5 billion in total assets, $10.4 billion in total liabilities and $152.7 million in total stockholders' equity. * * * In March 2015, Moody's Investor Service confirmed its 'B2' Corporate Family Rating of Rite Aid. The confirmation reflects Moody's expectation that Rite Aid will maintain debt to EBITDA below 7.0 times after closing the acquisition of Envision Pharmaceutical Holdings, Inc. As reported by the TCR on Oct. 2, 2013, Standard & Poor's Ratings Services said it raised its ratings on Rite Aid, including the corporate credit rating, which S&P raised to 'B' from 'B-'. In April 2014, Fitch Ratings upgraded its ratings on Rite Aid, including its Issuer Default Rating to 'B' from 'B-'. The upgrades reflect the material improvement in the company's operating performance, credit metrics and liquidity profile over the past 24 months. ROADRUNNER ENTERPRISES: Automatic Stay Lifted on Four Properties ---------------------------------------------------------------- The Hon. Kevin R, Huennekens of the U.S. Bankruptcy Court for the Eastern District of Virginia granted Virginia Commonwealth Bank formerly known as First Federal Savings Bank of VA, to modify the stay order permitting Virginia Commonwealth and its successors and assigns to enforce the lien of its deed of trust as it pertains to the debtor Roadrunner Enterprises Inc.'s real property located at: 1. County of Chesterfield known as 16400 Happy Hill Road, Colonial Heights, Virginia; 2. County of Sussex known as 29134 Forestview Drive, Waverly, Virginia; 3. County of Sussex known as 29187 Forestview Drive, Waverly, Virginia; and 4. 29208 Meadowniew Drive, Waverly, Virginia. The Court ordered that the relief will extend to the purchaser at the foreclosure sale to allow the purchaser to take action under state law, as may be necessary, to obtain possession of the property. About Roadrunner Enterprises Headquartered in Chesterfield County, Virginia, Roadrunner Enterprises Inc. owns the Roadrunner Campground and more than 70 rental properties, lots, and other real estate interests. Roadrunner Enterprises filed for Chapter 11 bankruptcy protection (Bank. E.D. Va. Case No. 15-30604) on Feb. 6, 2015. The petition was signed by Carl Adenauer, president. David K. Spiro, Esq., at Hirschler Fleischer, P.C., serves as the Debtor's counsel. Judge Kevin R. Huennekens presides over the case. The Debtor estimated assets and liabilities of at least $10 million. SAVANNA ENERGY: S&P Raises Rating on Sr. Unsecured Debt to 'B+' --------------------------------------------------------------- Standard & Poor's Ratings Services said it raised its issue-level rating on Calgary, Alta.-based Savanna Energy Services Corp.'s senior unsecured debt to 'B+' from 'B'. At the same time, Standard & Poor's revised its recovery rating on the debt to '4' from '5'. The recovery rating indicates S&P's expectation of modest (30%-50%, at the lower end of the range) recovery for senior unsecured debtholders under S&P's simulated default scenario. Standard & Poor's also affirmed its 'B+' long-term corporate credit rating on the company. The outlook is stable. The rating actions reflect recent revisions to the assumptions underpinning S&P's estimated enterprise value at the time of its simulated default for Savanna in 2019. S&P estimates the company's default year EBITDA using the average of its 2010-2014 actual EBITDA and S&P's forecast 2015 EBITDA for the company, reduced by S&P's assumed 50% haircut in the default year. The recovery rating revision reflects S&P's reduced estimate of Savanna's senior debt outstanding at the time of default, which is now limited to 85% of the availability under its revolving credit facility. Although S&P projects the company's forecast revenues and cash flow to weaken, in tandem with decreased oil and gas drilling activity, Savanna has quickly reduced operating and general and administrative costs, and capital spending in an effort to stabilize profit margins and preserve liquidity. "As a result, we are projecting the company's profitability metrics should remain appropriate for the 'B+' corporate credit rating," said Standard & Poor's credit analyst Michelle Dathorne. The ratings reflect Standard & Poor's view of the scope of Savanna's operations in its three principal markets; the quality of the company's rig fleet; and Savanna's profitability profile, which ranks in the bottom quartile of the contract drilling global rated peer group (based on S&P's assessment of the company's EBITDA margins and return on capital). S&P believes the company's cash flow protection metrics, which benefit from moderate debt levels despite S&P's expectation of reduced cash flow generation during its 2015-2017 cash flow forecast period, somewhat offset these weaknesses. The stable outlook reflects Standard & Poor's expectation that Savanna's recent efforts to reduce its operating and general and administrative costs, as well as its near-term curtailed capital spending, should ensure its cash flow and leverage metrics remain within the ranges that support the 'B+' corporate credit rating. Although the company has made several small dispositions as part of its efforts to rationalize its operations, S&P expects its overall business risk profile will be fairly stable during its 2015-2016 utlook period. Assuming S&P's assessment of Savanna's overall business risk profile does not change, a negative rating action would occur if the company's cash flow adequacy and leverage profile deteriorated during the outlook period. Specifically, S&P could lower the rating if its estimate of Savanna's three-year weighted average FFO-to-debt fell below 30%, with no expectation of an improvement during this timeframe. And assuming the cash flow volatility incorporated in S&P's current base case scenario remains unchanged. S&P's base-case scenario assumes the scale and scope of Savanna's operations and its profitability profile will remain largely unchanged during the outlook period. Nevertheless, a positive rating action could occur if the company strengthens and sustains its weighted-average FFO-to-debt above 45% in current industry conditions. Although S&P do not expect Savanna's business risk profile to improve during the outlook period, a positive rating action could also occur if the company is able to strengthen its profitability profile, such that S&P's estimate of its EBITDA margin and return on capital move into the "average" ranking for the global contract drilling peer group. SEADRILL LTD: 2021 Bank Debt Trades at 22% Off ---------------------------------------------- Participations in a syndicated loan under which Seadrill Ltd. is a borrower traded in the secondary market at 79.61 cents-on-the- dollar during the week ended Friday, June 19, 2015, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in the June 25, 2015, edition of The Wall Street Journal. This represents a decrease of 1.38 percentage points from the previous week, The Journal relates. Seadrill Ltd. pays 300 basis points above LIBOR to borrow under the facility. The bank loan matures on February 17, 2021, and carries Moody's Ba3 rating and Standard & Poor's BB- rating. The loan is one of the biggest gainers and losers among 257 widely quoted syndicated loans with five or more bids in secondary trading for the week ended June 19. SEANERGY MARITIME: Registers $200 Million Worth of Securities ------------------------------------------------------------- Seanergy Maritime filed a Form F-3 registration statement with the Securities and Exchange Commission relating to the sale of the Company's common stock, preferred stock, debt securities, warrants, purchase contracts, rights and units. The aggregate offering price of all securities issued under this prospectus may not exceed $200,000,000. The securities issued under this prospectus may be offered directly or through underwriters, agents or dealers. The Company's common shares are traded on the Nasdaq Capital Market under the symbol "SHIP." The aggregate market value of the Company's outstanding common stock held by non-affiliates is $1,164,999, based on 46,556,771 shares of common stock outstanding, of which 1,765,150 are held by non-affiliates, and a closing price on the Nasdaq Capital Market of $0.66 on June 22, 2015. A full-text copy of the preliminary prospectus is available at: http://is.gd/LZuOHy About Seanergy Athens, Greece-based Seanergy Maritime Holdings Corp. is an international company providing worldwide seaborne transportation of dry bulk commodities. The Company owns and operates a fleet of seven dry bulk vessels that consists of three Handysize, two Supramax and two Panamax vessels. Its fleet carries a variety of dry bulk commodities, including coal, iron ore, and grains, as well as bauxite, phosphate, fertilizer and steel products. Ernst & Young (Hellas) Certified Auditors-Accountants S.A., in Athens, Greece, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that following the disposal of the Company's entire fleet in early 2014 in the context of its restructuring plan, the Company was unable to generate sufficient cash flow to meet its obligations and sustain its continuing operations that raise substantial doubt about the Company's ability to continue as a going concern. As of Dec. 31, 2014, the Company had $3.26 million in total assets, $592,000 in total liabilities, and $2.67 million in total stockholders' equity. The Company disclosed net income of $80.3 million on $2.01 million of net vessel revenue for the year ended Dec. 31, 2014, compared with net income of $10.9 million on $23.1 million of net vessel revenue for the year ended Dec. 31, 2013. SEQUENOM INC: KPMG Replaces Ernst & Young as Auditors ----------------------------------------------------- Sequenom, Inc., disclosed with the Securities and Exchange Commission that it notified Ernst & Young LLP of its dismissal as the Company's independent registered public accounting firm effective June 19, 2015. The decision to change independent registered public accounting firm was approved by the Company's Audit Committee. The audit reports of Ernst & Young LLP on the consolidated financial statements of the Company as of and for the years ended Dec. 31, 2014, and 2013 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles. During the two fiscal years ended Dec. 31, 2014, and 2013, and the subsequent interim period through June 19, 2015, the Company said it had no disagreements with Ernst & Young LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure. On June 19, the Company selected KPMG LLP as its new independent registered public accounting firm, subject to completion of its standard client acceptance procedures. The decision to engage KPMG LLP as the Company's independent registered public accounting firm was approved by the Audit Committee. During the years ended Dec. 31, 2014, and 2013, and through June 19, 2015, the Company did not consult with KPMG LLP regarding any matter. About Sequenom Sequenom, Inc. (NASDAQ: SQNM) -- http://www.sequenom.com/-- is a life sciences company committed to improving healthcare through revolutionary genetic analysis solutions. Sequenom develops innovative technology, products and diagnostic tests that target and serve discovery and clinical research, and molecular diagnostics markets. The company was founded in 1994 and is headquartered in San Diego, California. As of March 31, 2015, Sequenom had $145.4 million in total assets, $160.5 million in total liabilities and a $15.1 million total stockholders' deficit. "If we fail to generate enough cash flow from our operations or otherwise obtain the capital necessary to fund our operations, our financial results, financial condition and our ability to continue as a going concern will be adversely affected and we will have to cease or reduce further commercialization efforts or delay or terminate some or all of our diagnostic testing services or other product development programs," the Company said in its 2014 annual report. SIGA TECHNOLOGIES: Bankruptcy Filing Prompted Nasdaq Delisting -------------------------------------------------------------- SIGA Technologies, Inc., was delisted by The Nasdaq Stock Market LLC in May. The Company said the delisting is a consequence of its bankruptcy filing in September 2014. SIGA received the delisting notice on May 20, 2015, from the Hearings Advisor for The Nasdaq Stock Market, stating that Nasdaq has determined that the Company's securities will be delisted from Nasdaq. On May 21, 2015, Nasdaq filed a Form 25-NSE with the Securities and Exchange Commission to remove the Company's securities from listing and registration on Nasdaq. The Form 25-NSE stated that Nasdaq had determined that the Company no longer qualified for listing on Nasdaq pursuant to Nasdaq Listing Rule 5110(b). The Company's common stock was suspended from trading on the Nasdaq Global Market on March 20, 2015 and has traded on the OTC Markets under the "SIGAQ" symbol since that time. The Company's Chapter 11 filing was precipitated by its ongoing litigation with PharmAthene, Inc. About SIGA Technologies Publicly held SIGA Technologies, Inc., with headquarters in Madison Avenue, New York, is a biotech/pharmaceutical company that specializes in the development and commercialization of solutions for serious unmet medical needs and biothreats. SIGA's lead product is Tecovirimat, also known as ST-246, an orally administered antiviral drug that targets orthopoxviruses. SIGA sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 14-12623) on Sept. 16, 2014, in Manhattan. The case is assigned to Judge Sean H. Lane. The Debtor has tapped Weil, Gotshal & Manges LLP, as counsel, and Prime Clerk LLC as claims agent. The Debtor disclosed total assets of $131,669,746 and $7,954,645 in liabilities as of the Chapter 11 filing. The Statutory Creditors' Committee is represented by Martin J. Bienenstock, Esq., Scott K. Rutsky, Esq., and Ehud Barak, Esq., at Proskauer Rose LLP. The Committee tapped to retain Guggenheim Securities, LLC, as its financial advisor and investment banker. In June 2015, Judge Lane denied SIGA Technologies's motion to disband the Statutory Creditors' Committee. SPIRE CORP: Issues $250,000 Promissory Note to Roger Little ----------------------------------------------------------- Spire Corporation, on June 22, 2015, issued a secured promissory note to Roger G. Little, chairman of the Company's Board of Directors, pursuant to which the Company is obligated to pay Mr. Little an aggregate principal amount of $250,000, according to a document filed with the Securities and Exchange Commission. The Company will use proceeds from the Note to fund certain ordinary course operating expenses and other ordinary course obligations. The Note is due and payable on the earlier of 1) the Company's receipt of a down payment from a specific customer, or 2) within five business days of its closing a financial debt transaction. The term of the of Note shall not extend beyond Sept. 30, 2015. The Note is non-interest bearing, except in the event of default, when the outstanding principal balance of the Note would then bear interest at a rate of 12% per annum. Events of default under the Note include (i) the Company's failure to pay the amounts thereunder when due, subject to a grace period as specified in the Note; (ii) a default by the Company pursuant to the terms of the Security Agreement; or (iii) certain events of bankruptcy of the Company. The Company also agreed to pay Mr. Little a loan fee of $25,000 no later than the Maturity Date. The Note and the loan fee may be prepaid, in whole or in part, at any time by the Company without penalty. On June 22, 2015, the Company entered into a security agreement with Mr. Little, pursuant to which it granted Mr. Little a security interest in certain of its collateral as security for the Company's obligations under the Note. About Spire Corp Bedford, Massachusetts-based Spire Corporation currently develops, manufactures and markets customized turn-key solutions for the solar industry, including individual pieces of manufacturing equipment and full turn-key lines for cell and module production and testing. Spire Corporation reported a net loss of $8.52 million in 2013, as compared with a net loss of $1.85 million in 2012. The Company's balance sheet at Sept. 30, 2014, showed $9.73 million in total assets, $15.6 million in total liabilities, and a $5.87 million total stockholders' deficit. McGladrey LLP, in Boston, Massachusetts, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company incurred an operating loss from continuing operations of $8.4 million and cash used in operating activities of continuing operations was $5.2 million. The Company's credit agreement with a bank is due to expire on April 30, 2014. These factors raise substantial doubt about its ability to continue as a going concern. STAFFORD LOGISTICS: S&P Affirms 'B-' CCR, Outlook Stable -------------------------------------------------------- Standard & Poor's Ratings Services revised its assessment of Stafford Logistics Holdings Inc.'s liquidity score to "adequate" from "less than adequate," as defined in S&P's criteria. At the same time, S&P affirmed its 'B-' corporate credit rating on the company. The outlook remains stable. "Our rating affirmation reflects our view that despite its limited scale of operations and types of services offered, Stafford's profitability will remain relatively solid during the remainder of 2015," said Standard & Poor's credit analyst James Siahaan. Demand for its long haul waste transportation services appears modestly favorable, as construction spending continues to drive waste volumes. The company has taken steps to mitigate the impact of higher labor and maintenance costs by refreshing a portion of its truck fleet, which has resulted in lower fuel expense. The ratings also reflect the company's status as a portfolio company of financial sponsor Kinderhook Industries, along with its high debt leverage. S&P estimates the company's adjusted debt to EBITDA ratio was 6x for the 12 months ended March 31, 2015. S&P's revision of Stafford's liquidity score reflects S&P's expectation that the company's projected liquidity sources will exceed uses by at least 1.2x over the next 12 months. S&P recognizes that the company's headroom under the credit facility's net leverage covenants is limited at present, even when S&P do not include potential acquisitions; however, the company remains in compliance with the covenants, as it received an equity cure in the third quarter of 2014, and headroom levels improved during the past two sequential quarters. While the net leverage covenant steps down at the end of the second quarter, S&P anticipates the company to remain in compliance and to take timely steps to remain so. STANDARD REGISTER: Committee Defends Retention of Professionals --------------------------------------------------------------- The Official Committee of Unsecured Creditors in the Chapter 11 cases of The Standard Register Company, et al., filed an omnibus reply to objections to retention applications of its selected professionals filed by: a) Bank of America, N.A., as administrative and collateral agent; b) Silver Point Finance, LLC; and c) the Debtors. The Committee has asked the U.S. Bankruptcy Court for the District of Delaware for permission to retain (i) Lowenstein Sandler LLP as counsel; (ii) Polsinelli PC as Delaware and conflicts counsel; (iii) Zolfo Cooper, LLC as financial and forensic advisor; and (iv) Jefferies LLC as investment banker. The Committee explained that: 1. retention of Committee advisors is necessary for the committee to acquit its fiduciary duties and is warranted under the circumstances; 2. Section 328(a) is the appropriate standard of review of financial advisor professional fees; and 3. it requires retention of both Zolfo and Jefferies; and 4. the Jefferies' fee and expense structure must be approved under Section 328(a) of the Bankruptcy Code. Bank of America, N.A., in its capacity as administrative and collateral agent under the Prepetition ABL Loan Agreement and as administrative and collateral agent under the ABL DIP Loan Agreement, submitted a limited objection and reservation of rights to the applications filed by the Committee to retain (i) Lowenstein Sandler as counsel; (ii) Polsinelli as Delaware and conflicts counsel; (iii) Zolfo Cooper as financial and forensic advisor; and (iv) Jefferies as investment banker. The ABL Agent objected to the application to retain Zolfo Cooper and Jefferies on the limited ground that the Committee proposes for Zolfo Cooper's and Jefferies' compensation be pre-approved by the Court under Section 328(a) of the Bankruptcy Code, denying any party-in-interest the opportunity to object to any fees and expenses sought by Zolfo Cooper and Jefferies, even though Zolfo Cooper and Jefferies will be billing time and compensated on an hourly fee basis. The ABL Agent also objected to the application to retain Jefferies on the limited grounds that the Committee proposes for Jefferies to receive a substantial fee upon a closing of a sale of the Debtors' assets without Jefferies having added any value to the sale process. The Debtors, in their omnibus objection to Committee retention applications, said that they question whether two financial advisors are necessary under the circumstances of the case, and the fee arrangements that those advisors have requested. About Standard Register Standard Register -- http://www.standardregister.com/-- provides market-specific insights and a compelling portfolio of workflow, content and analytics solutions to address the changing business landscape in healthcare, financial services, manufacturing and retail markets. The Company has operations in all U.S. states and Puerto Rico, and currently employs 3,500 full-time employees and 16 part-time employees. The Standard Register Company and 10 affiliated debtors sought Chapter 11 protection in Delaware on March 12, 2015, with plans to launch a sale process where its largest secured lender would serve as stalking horse bidder in an auction. The cases are pending before the Honorable Judge Brendan L. Shannon and are jointly administered under Case No. 15-10541. The Debtors have tapped Gibson, Dunn & Crutcher LLP and Young Conaway Stargatt & Taylor LLP as counsel; McKinsey Recovery & Transformation Services U.S., LLC, as restructuring advisors; and Prime Clerk LLC as claims agent. The Official Committee of Unsecured Creditors tapped Lowenstein Sandler LLP as its counsel and Jefferies LLC as its exclusive investment banker. TALLGRASS OPERATIONS: Moody's Withdraws 'Ba3' CFR ------------------------------------------------- Moody's Investors Servicehas withdrawn all assigned ratings for Tallgrass Operations LLC, including the Ba3 Corporate Family Rating, following the repayment of all of its rated debt. The company recently announced that it had extinguished all of its rated debt effective May 12, 2015. Issuer: Tallgrass Operations LLC Ratings Withdrawn: Ba3 Corporate Family Rating Ba3-PD Probability of Default Rating Loss Given Default Assessment LGD4 - 50% SGL-3 Speculative Grade Liquidity Rating Ba3, LGD4 - 50% Senior Secured Bank Credit Facility Stable rating outlook withdrawn TH AGRICULTURE: Ruling Favors Insurers in Audit Right Suit ---------------------------------------------------------- The Court of Chancery for Delaware granted the AIU Insurance Company and other insurers' motion for declaratory judgment and denied the motions to dismiss and for summary judgment in the case captioned AIU INSURANCE COMPANY, AMERICAN HOME ASSURANCE COMPANY, BIRMINGHAM FIRE INSURANCE COMPANY OF PENNSYLVANIA, GRANITE STATE INSURANCE COMPANY, LEXINGTON INSURANCE COMPANY, and NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA, Plaintiffs, v. PHILIPS ELECTRONICS NORTH AMERICA CORPORATION, T H AGRICULTURE & NUTRITION L.L.C., and THE T H AGRICULTURE & NUTRITION L.L.C. ASBESTOS PERSONAL INJURY TRUST, Defendants, C.A. No. 9852-VCN, (Del. Ch.). On November 24, 2008, facing substantial asbestos-related liability, THAN commenced Chapter 11 bankruptcy proceedings before the United States Bankruptcy Court for the Southern District of New York. THAN sought to confirm a prepackaged plan of reorganization pursuant to Section 524(g) of the Bankruptcy Code. Section 524(g) allows a debtor facing significant asbestos liabilities to channel current and future claims to a trust created specifically to assume them. After a channeling injunction is entered by a federal district court, the debtor company is relieved of its asbestos liabilities. In 2009, AIG entered into a settlement agreement with Defendants T H Agriculture & Nutrition, L.L.C. (THAN) and Philips Electronics North America Corporation (PENAC) to resolve then-pending insurance coverage litigation. Because the Plaintiffs' settlement payments would be based on future disbursements by Defendant T H Agriculture & Nutrition L.L.C. Asbestos Personal Injury Trust, the Plaintiffs negotiated for a prospective right to audit those payments and distributions. On July 2, 2014, AIG filed a complaint with the Delaware Court, naming THAN, PENAC, and the Trust as Defendants. AIG seeks declaratory relief regarding the nature and extent of its audit rights under the Settlement Agreement. It also charges PENAC and THAN with breach of the Settlement Agreement, the Trust with tortious interference with AIG's rights under the Settlement Agreement, and all three defendants with breach of the Plan. The Trust moved to dismiss the claims against it for failure to state a claim or, in the alternative, for summary judgment in its favor. THAN and PENAC moved to dismiss the breach of contract claims against them. AIG subsequently filed a cross-motion for summary judgment on all of its counts. In response, THAN and PENAC cross-moved for summary judgment on the declaratory judgment count. It is focused on the parties' differing interpretations of the nature of Plaintiffs' audit right. The Plaintiffs believe that the Defendants have violated their rights by barring an audit unless they consent to certain limitations. The Defendants argue that because the Plaintiffs' audit right is limited, it has not been impaired. The Delaware Court granted AIG's motion for declaratory judgment. It found out that AIG is entitled to declaratory judgment on the scope of its audit right, as described supra, Section III.A. AIG may audit the payments and distributions of the Trust at its own expense, no more than once per year. While the Settlement Agreement restricts AIG's use of information obtained through an audit, the agreement does not limit the proper purposes for its investigation. It denied the remaining motions to dismiss and motions for summary judgment on Counts I-IV. It ordered the Counsel to confer and to submit an implementing form of order. Further, the Delaware Court ruled that even if the Defendants' interpretation would not leave Section 2.3's second sentence superfluous, it remains the case that the Settlement Agreement's plain language only restricts how AIG can use information. Although one might initially question the usefulness under the circumstances of a broad right to audit payments and distributions, the Court cannot deny AIG that opportunity without rewriting the Settlement Agreement. Additionally, Section 2.4 illustrates that AIG's audit right is not hollow. An audit restricted to assessing whether claimants have been paid as stated could uncover some accounting errors. Further, nothing in Section 2.4(b) requires AIG's suspicions of fraud to arise from an audit. Indeed, AIG has alleged in this action that it "has a reasonable suspicion that fraudulent claims have been submitted to and paid by the Asbestos PI Trust." It has cited bases for its concerns and submitted a supporting expert report. Apparently, AIG is already in a position to raise the issue of fraud with the Trust's trustees if it so desires. The Court has determined that AIG is entitled to judgment in its favor on its fifth count (for declaratory relief). Nonetheless, despite both sides having moved for judgment on the other contract-related counts, there are unresolved factual questions that prevent judgment for any party, the Delaware Court ruled. The uncertainty surrounding the negotiation and approval of the Cooperation Agreement and the Plan, it is possible to infer reasonably that the Trust procured a breach of the Settlement Agreement. Again, AIG alleges that entry into the Cooperation Agreement rendered it impossible for PENAC and THAN to fulfill their obligations under the Settlement Agreement. While the Trust did not technically exist until November 2009, AIG alleges that it, "and its predecessors, representatives and constituencies had full knowledge of the Settlement Agreement, and the broad and robust audit rights that Plaintiffs have under the Settlement Agreement" before the agreement was executed or was approved by the Bankruptcy Court. The role that the Trust's representatives played in THAN's bankruptcy proceeding is a contested factual issue. They were allegedly involved with the negotiations surrounding AIG's audit right. AIG argues that the Trust then insisted on the Cooperation Agreement with full knowledge of AIG's Settlement Agreement-rights. While it is conceivable that the Trust induced THAN and PENAC to agree to conditions that would impair AIG's right to audit, the record cannot support summary judgment for either party, the Delaware Court further ruled. A full-text copy of the Memorandum Opinion dated June 4, 2015, is available at http://is.gd/n0nW3rfrom Leagle.com. Marc S. Casarino, Esq. -- casarinom@whiteandwilliams.com of White and Williams LLP and John S. Favate, Esq. and Henry T. M. LeFevre-Snee, Esq. -- of Hardin Kundla McKeon & Poletto P.A. serve as counsel for Plaintiffs David J. Baldwin, Esq. -- dbaldwin@potteranderson.com -- Jennifer C. Wasson, Esq. -- jwasson@potteranderson.com and Andrew H. Sauder, Esq. -- asauder@potteranderson.com of Potter Anderson & Corroon LLP and Kenneth H. Frenchman, Esq. -- kfrenchman@kasowitz.com and Alana S. Klein, Esq. -- asklein@kasowitz.com of Kasowitz, Benson, Torres & Friedman LLP serve as counsel for Defendants Philips Electronics North America Corporation and T H Agriculture & Nutrition L.L.C. TORNANTE-MDP JOE: S&P Revises Outlook to Stable & Affirms 'B' CCR ----------------------------------------------------------------- Standard & Poor's Ratings Services said it revised its rating outlook on New York City-based Tornante-MDP Joe Holding LLC to stable from negative and affirmed the 'B' corporate credit rating and senior secured issue-level ratings. "The revision of the outlook to stable from negative reflects our view that EBITDA growth in 2015 will allow the company to improve credit measures and build in cushion compared to thresholds at which we could lower the rating (total adjusted debt to EBITDA above 6x and EBITDA coverage of interest expense below 2x)," said Standard & Poor's credit analyst Carissa Schreck. S&P expects Tornante-MDP Joe to benefit from increased product pricing and new product launches in its confectionery segment and a modest increase in demand for products in its sports and entertainment segment in 2015 and 2016. S&P believes Tornante-MDP Joe will also benefit from cost efficiencies gained through restructuring in 2014. As a result, S&P's base-case forecast is for EBITDA to increase around 30% in 2015, following a weak 2014. In addition, S&P expects EBITDA to increase in the low-single-digit percentage area in 2016, in line with consumer discretionary spending. Given these expectations, S&P expects adjusted debt to EBITDA improves to and is sustained in the 5x area and EBITDA interest coverage in the 3x area through 2016. S&P believes these credit measures provide a cushion compared to thresholds in the unexpected event of near-term volatility in product demand or operating missteps. The affirmation of the 'B' corporate credit rating reflects S&P's assessment of the company's business risk profile as "vulnerable" and S&P's assessment of the company's financial risk assessment as "highly leveraged," according to S&P's criteria. The stable rating outlook reflects S&P's expectation for sustained improvement in operating performance through 2016, resulting in credit measures that provide a cushion compared to thresholds in the unexpected event of near-term volatility in product demand or operating missteps. S&P would consider lower ratings if operating performance meaningfully declines, resulting in an impairment to the company's liquidity profile, a decline in EBITDA coverage of interest expense to below 2x, a sustained level of adjusted debt to EBITDA above 6x, or S&P's belief that the company could breach the financial covenant under the credit agreement. Higher ratings are unlikely at this time given S&P's forecast for operating performance through 2016 and the company's financial sponsor ownership. However, S&P could raise the rating if it believes adjusted debt to EBITDA would be sustained below 4x. TRANS-LUX CORP: Files Form S-1 Registration Statement with SEC -------------------------------------------------------------- Trans-Lux Corporation filed a Form S-1 registration statement with the Securities and Exchange Commission relating to the distribution, at no charge, to holders of its common stock transferable subscription rights to purchase up to [__] shares of our Series B Convertible Preferred Stock at a subscription price of $[__] per share. The Series B Preferred carries a 5.0% cumulative annual dividend on the Stated Value of $[__] per share and will be convertible into shares of the Company's common stock at an initial conversion price of $[__] per share, representing a conversion ratio of [approximately] [__] shares of common stock for each share of Series B Preferred held at the time of conversion, subject to adjustment. The subscription rights will expire if they are not exercised before 5:00 p.m., Eastern Time, on [__], 2015, the expiration date for the rights offering, unless the Company extends the rights offering period. The closing price of the Company's common stock on June 24, 2015, was $3.00. The Company's common stock is quoted on the OTC Pink under the symbol "TNLX." A full-text copy of the preliminary prospectus is available at: http://is.gd/ewPMk2 About Trans-Lux Corporation Norwalk, Conn.-based Trans-Lux Corporation (NYSE Amex: TLX) is a designer and manufacturer of digital signage display solutions for the financial, sports and entertainment, gaming and leasing markets. Trans-Lux Corporation incurred a net loss of $4.62 million on $24.4 million of total revenues for the year ended Dec. 31, 2014, compared with a net loss of $1.86 million on $20.9 million of total revenues for the year ended Dec. 31, 2013. As of March 31, 2015, the Company had $14.8 million in total assets, $17.6 million in total liabilities and a $2.76 million in total stockholders' deficit. BDO USA, LLP, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that the Company has suffered recurring losses from operations and has a significant working capital deficiency that raise substantial doubt about its ability to continue as a going concern. Further, the auditors said, the Company is in default of the indenture agreements governing its outstanding 9 1/2% Subordinated debentures which were due in 2012 and its 8 1/4% Limited convertible senior subordinated notes which were due in 2012 so that the trustees or holders of 25% of the outstanding Debentures and Notes have the right to demand payment immediately. Additionally, the Company has a significant amount due to their pension plan over the next 12 months. TROCOM CONSTRUCTION: M&T Bank Balks at Surety Program Motion ------------------------------------------------------------ Manufacturers and Traders Trust Company also known as M&T Bank filed with the U.S. Bankruptcy Court for the Eastern District of New York a partial opposition to the motion for a final order relating to Trocom Construction Corp.'s surety program motion. M&T objected to paragraph 2 of the final order to the extent that it does not include the quoted language, which was included in the interim order. According to M&T, paragraph 2 of the interim surety order entered May 21, 2015, provided that the surety bond program be maintained "in accordance with the same practices and procedures in effect on the Petition Date." M&T also objected to the language in paragraph 3 of the final order, which authorizes the Debtor "to (i) provide cash collateral and letter of credit collateral to secure the surety bonds, solely to the extent agreed upon by the Debtor and the surety." Paragraph 3 of the proposed final order was deleted in its entirety from the interim order. On May 21, 2015, the Court entered a interim order authorizing the Debtor to maintain, continue, and renew its surety bond program without interruption, including with respect to obligations arising under the surety bond program on account of prepetition or postpetition surety bonds issued on behalf of the Debtor, and to pay all postpetition obligations relating to the surety bond program. About Trocom Construction Trocom Construction Corp. formed in 1969 by Salvatore Trovato. Trocom is in the heavy construction business. Its primary customer is the City of New York through its various agencies. The company has 75 employees, the majority of whom are members of various unions. Joseph Trovato is presently the president and holder of 100% of the voting shares of Trocom. Trocom commenced a Chapter 11 bankruptcy case (Bankr. E.D.N.Y. Case No. 15-42145) on May 7, 2015, in Brooklyn. Judge Nancy Hershey Lord presides over the case. The Debtor tapped Cullen & Dykman, LLP, as its general bankruptcy counsel. The Debtor estimated $10 million to $50 million in assets and less than $10 million in debt. According to the docket, the Chapter 11 plan and disclosure statement are due Sept. 4, 2015. UNIVERSITY GENERAL: Donald Sapaugh Steps Down From Board -------------------------------------------------------- Donald W. Sapaugh resigned from the Board of Directors of University General Health System, Inc. on June 4, 2015. He remains as the president of the companies comprising University General's senior living business segment. About University General University General Health System, Inc. (OTCQB: UGHS) with headquarters in Houston, Texas, is a multi-specialty health care provider that delivers concierge physician- and patient-oriented services. UGHS and its consolidated subsidiaries operate, amongst others, a general acute care hospital, ambulatory surgical centers, hyperbaric wound care centers, diagnostic imaging centers, physical therapy centers, and senior living centers. UGHS owns the University General Hospital, a 72-bed, general acute care hospital in the heart of the Texas Medical Center in Houston, Texas. UGHS and its affiliated entities sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 15-31086) in Houston, Texas, on Feb. 27, 2015. The case is assigned to Judge Letitia Z. Paul. The Debtors have tapped John F Higgins, IV, Esq., Aaron James Power, Esq., and Joshua W. Wolfshohl, Esq., at Porter Hedges LLP, in Houston, Texas, as counsel. Upshot Services, LLC, is the claims and noticing agent. U.S. Trustee Judy A. Robbins formed a nine-member panel of unsecured creditors in the Chapter 11 cases of the Debtors. VANTAGE DRILLING: 2017 Bank Debt Trades at 18% Off -------------------------------------------------- Participations in a syndicated loan under which Vantage Drilling Co. is a borrower traded in the secondary market at 82.17 cents-on-the- dollar during the week ended Friday, June 19, 2015, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in the June 25, 2015 edition of The Wall Street Journal. This represents an increase of 0.38 percentage points from the previous week, The Journal relates. Vantage Drilling Co. pays 400 basis points above LIBOR to borrow under the facility. The bank loan matures on October 25, 2017, and carries Moody's B3 rating and Standard & Poor's B- rating. The loan is one of the biggest gainers and losers among 257 widely quoted syndicated loans with five or more bids in secondary trading for the week ended June 19. VANTAGE DRILLING: 2019 Bank Debt Trades at 30% Off -------------------------------------------------- Participations in a syndicated loan under which Vantage Drilling Co. is a borrower traded in the secondary market at 69.92 cents-on-the- dollar during the week ended Friday, June 19, 2015, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in the June 25, 2015 edition of The Wall Street Journal. This represents an increase of 0.67 percentage points from the previous week, The Journal relates. Vantage Drilling Co. pays 400 basis points above LIBOR to borrow under the facility. The bank loan matures on April 14, 2019, and carries Moody's B3 rating and Standard & Poor's B- rating. The loan is one of the biggest gainers and losers among 257 widely quoted syndicated loans with five or more bids in secondary trading for the week ended June 19. VUZIX CORP: Stockholders Elect Five Directors --------------------------------------------- Vuzix Corporation held its annual meeting of stockholders at the Doubletree Hotel at 1111 Jefferson Road, Rochester, in New York, on June 23, 2015, at which the stockholders elected Paul J. Travers, Grant Russell, William Lee, Alexander Ruckdaeschel and Michael Scott as directors of the Company to serve until the 2016 annual meeting of stockholders or until their successors have been elected and qualified, and ratified the board of directors' appointment of Freed Maxick, CPAs, P.C. as the Company's independent registered public accounting firm for 2015. About Vuzix Corporation Vuzix -- http://www.vuzix.com/-- is a supplier of Video Eyewear products in the consumer, commercial and entertainment markets. The Company's products, personal display devices that offer users a portable high quality viewing experience, provide solutions for mobility, wearable displays and virtual and augmented reality. Vuzix holds 33 patents and 15 additional patents pending and numerous IP licenses in the Video Eyewear field. Founded in 1997, Vuzix is a public company with offices in Rochester, NY, Oxford, UK and Tokyo, Japan. The net loss for the year 2014 was $7.87 million versus a net loss of $10.1 million in 2013. As of March 31, 2015, the Company had $26.2 million in total assets, $3.06 million in total liabilities and $23.1 million in total stockholders' equity. WALTER ENERGY: Debt Trades at 49% Off ------------------------------------- Participations in a syndicated loan under which Walter Energy Inc. is a borrower traded in the secondary market at 50.53 cents-on-the-dollar during the week ended Friday, June 19, 2015, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in the June 25, 2015 edition of The Wall Street Journal. This represents a decrease of 0.36 percentage points from the previous week, The Journal relates. Walter Energy Inc. pays 575 basis points above LIBOR to borrow under the facility. The bank loan matures on March 14, 2018, and carries Moody's Ca rating and Standard & Poor's D rating. The loan is one of the biggest gainers and losers among 257 widely quoted syndicated loans with five or more bids in secondary trading for the week ended June 19. WASHINGTON HEIGHTS: Case Summary & 5 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Washington Heights Parking, LLC ABC Management, PO Box 470 New York, NY 10033 Case No.: 15-11687 Type of Business: Real Estate Chapter 11 Petition Date: June 26, 2015 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Judge: Hon. Martin Glenn Debtor's Counsel: Gary B. Sachs, Esq. SACHS & ASSOCIATES 20 Crescent Drive Albertson, NY 11507 Tel: (516) 396-0129 Fax: (516) 277-1857 Email: gsachs43@gmail.com Total Assets: $26.6 million Total Liabilities: $15.7 million The petition was signed by Jose Espinal, managing member. List of Debtor's five Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ NYC Water Board Utilities $4,500 Citrin Cooperman Accounting $8,000 Services Marshall Schiff Legal Services $25,000 Workers Compensation Board Insurance $58,000 Angel Abeu Loans $175,000 WEST CORP: Closes Secondary Stock Offering and Share Repurchase --------------------------------------------------------------- West Corporation announced the closing of the underwritten public offering of 7,000,000 shares of common stock by certain of its existing stockholders at a public offering price of $30.75 per share. The underwriter of the offering has a 30-day option to purchase up to an additional 1,050,000 shares of common stock from the selling stockholders at the public offering price, less underwriting discounts and commissions. All of the shares of common stock in the offering were sold by investors related to Thomas H. Lee Partners, L.P. and Quadrangle Group LLC. Neither the Company nor the Company's management sold any shares of common stock in the offering, and the Company did not receive any proceeds from the offering by the selling stockholders. In addition, the Company repurchased 1,000,000 shares of common stock from the selling stockholders in a private transaction, concurrently with the closing of the offering. The shares were repurchased at a price of $30.36 per share, for an aggregate purchase price of $30,360,000. The underwriter of the offering was Morgan Stanley. A shelf registration statement relating to these securities was filed and became effective with the Securities and Exchange Commission on March 9, 2015. Information about the offering is available in the prospectus supplement filed with the SEC on June 22, 2015. Copies of the prospectus supplement and the accompanying prospectus relating to the offering may be obtained by contacting Morgan Stanley & Co. LLC, Attn: Prospectus Department: 180 Varick Street, 2nd Floor, New York, NY 10014, by telephone at (866) 718-1649 or by emailing prospectus@morganstanley.com. About West Corporation Omaha, Neb.-based West Corporation is a global provider of communication and network infrastructure solutions. West helps manage or support essential enterprise communications with services that include conferencing and collaboration, public safety services, IP communications, interactive services such as automated notifications, large-scale agent services and telecom services. West Corp reported net income of $158 million in 2014 following net income of $143 million in 2013. As of March 31, 2015, the Company had $3.54 billion in total assets, $4.19 billion in total liabilities, and a $648 million total stockholders' deficit. Bankruptcy Warning "Our failure to comply with these debt covenants may result in an event of default which, if not cured or waived, could accelerate the maturity of our indebtedness. If our indebtedness is accelerated, we may not have sufficient cash resources to satisfy our debt obligations and we may not be able to continue our operations as planned. If our cash flows and capital resources are insufficient to fund our debt service obligations and keep us in compliance with the covenants under our Amended Credit Agreement or to fund our other liquidity needs, we may be forced to reduce or delay capital expenditures, sell assets or operations, seek additional capital or restructure or refinance our indebtedness including the notes. We cannot ensure that we would be able to take any of these actions, that these actions would be successful and would permit us to meet our scheduled debt service obligations or that these actions would be permitted under the terms of our existing or future debt agreements, including our Senior Secured Credit Facilities and the indenture that governs the notes. The Amended Credit Agreement and the indenture that governs the notes restrict our ability to dispose of assets and use the proceeds from the disposition. As a result, we may not be able to consummate those dispositions or use the proceeds to meet our debt service or other obligations, and any proceeds that are available may not be adequate to meet any debt service or other obligations then due. If we cannot make scheduled payments on our debt, we will be in default, and as a result: * our debt holders could declare all outstanding principal and interest to be due and payable; * the lenders under our Senior Secured Credit Facilities could terminate their commitments to lend us money and foreclose against the assets securing our borrowings; and * we could be forced into bankruptcy or liquidation," the Company said in its quarterly report for the period ended March 31, 2015. * * * As reported by the TCR on June 21, 2013, Standard & Poor's Ratings Services raised its corporate credit rating on West Corp. to 'BB-' from 'B+'. The upgrade reflects Standard & Poor's view that lower debt leverage and a less aggressive financial policy will strengthen the company's financial profile. In the April 4, 2013, edition of the TCR, Moody's Investor Service upgraded West Corporation's Corporate Family Rating to 'B1' from 'B2'. "The CFR upgrade to B1 reflects West's shift to a more conservative capital structure and financial policies as a publicly owned company," stated Moody's analyst Suzanne Wingo. WORLD SURVEILLANCE: Defaults on DeCarlo & La Jolla Settlements -------------------------------------------------------------- World Surveillance Group Inc., disclosed with the Securities and Exchange Commission that on April 15, 2015, it defaulted on a monthly installment payment in the amount of $3,333 which was due and payable pursuant to that certain Settlement Agreement entered between the Company and DeCarlo Group, LLC on July 9, 2014. The Company has paid a total of $31,664 in accordance with the Decarlo Settlement Agreement and currently owes the remaining amount of $53,336 payable in monthly installments of $3,333 from April 2015 through July 2016. The Company has also not made the May 2015 and June 2015 payments. In addition, on April 19, 2015, the Company defaulted on a monthly installment payment in the amount of $20,000 which was due and payable pursuant to that certain Settlement Agreement entered between the Company and La Jolla Cove Investors on Nov. 18, 2014. The Company has paid a total of $210,000 in accordance with the La Jolla Cove Investors Settlement Agreement and currently owes the remaining amount of $80,000 payable in monthly installments of $20,000 from April 2015 through July 2015. The Company has also not made the May 2015 and June 2015 payments. About World Surveillance World Surveillance Group Inc. designs, develops, markets and sells autonomous lighter-than-air (LTA) unmanned aerial vehicles (UAVs) capable of carrying payloads that provide persistent security and/or wireless communication from air to ground solutions at low, mid and high altitudes. The Company's airships, when integrated with electronics systems and other high technology payloads, are designed for use by government-related and commercial entities that require real-time intelligence, surveillance and reconnaissance or communications support for military, homeland defense, border control, drug interdiction, natural disaster relief and maritime missions. The Company is headquartered at the Kennedy Space Center, in Florida. World Surveillance reported a net loss of $3.41 million on $559,000 of net revenues for the year ended Dec. 31, 2013, as compared with a net loss of $3.36 million on $272,000 of net revenues for the year ended Dec. 31, 2012. Rosen Seymour Shapss Martin & Company LLP, in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company has experienced significant losses and negative cash flows, resulting in decreased capital and increased accumulated deficits. These conditions raise substantial doubt about its ability to continue as a going concern. As of Sept. 30, 2014, the Company had $6.14 million in total assets, $17.3 million in total liabilities, all current, and a $11.1 million total stockholders' deficit. Bankruptcy Warning "We have incurred substantial indebtedness and may be unable to service our debt. "Our total indebtedness at September 30, 2014 was $17,292,275. A portion of such indebtedness reflects judicial judgments against us that could result in liens being placed on our bank accounts or assets. We are continuing to review our ability to reduce this debt level due to the age and/or settlement of certain payables but we may not be able to do so. This level of indebtedness could, among other things: * make it difficult for us to make payments on this debt and other obligations; * make it difficult for us to obtain future financing; * require us to redirect significant amounts of cash from operations to servicing the debt; * require us to take measures such as the reduction in scale of our operations that might hurt our future performance in order to satisfy our debt obligations; and * make us more vulnerable to bankruptcy or an unwanted acquisition on terms unsatisfactory to us," the Company stated in its quarterly report for the period ended Sept. 30, 2014. XZERES CORP: Reports $10.7 Million Net Loss for Fiscal 2015 ----------------------------------------------------------- Xzeres Corp. filed with the Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $10.7 million on $4.4 million of gross revenues for the year ended Feb. 28, 2015, compared to a net loss of $9.5 million on $4 million of gross revenues for the year ended Feb. 28, 2014. As of Feb. 28, 2015, the Company had $7.1 million in total assets, $18.3 million in total liabilities and a $11.2 million total stockholders' deficit. KLJ & Associates, LLP, in Edina, MN, issued a "going concern" qualification on the consolidated financial statements for the year ended Feb. 28, 2015, citing that the Company has incurred losses from operations, has negative working capital and is in need of additional capital to grow its operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. A full-text copy of the Form 10-K is available for free at: http://is.gd/awAwip About XZERES Corp. Headquartered in Wilsonville, Oregon, XZERES Corp. designs, develops, and markets distributed generation, wind power systems for the small wind (2.5kW-100kW) market as well as power management solutions. ZIONS BANCORP: Moody's Assigns Ba1 Subordinated Debt Rating ----------------------------------------------------------- Moody's Investors Service has changed to positive from stable the rating outlook on the bank subsidiaries of Zions Bancorporation and affirmed all Zions entities' ratings. Zions' bank subsidiaries, including its lead bank, Zions First National Bank, have long-term deposit ratings of Baa1, short-term deposit ratings of Prime-2, issuer ratings of Ba1 and baseline credit assessments of baa3. The subordinated debt of the holding company is rated Ba1. RATINGS RATIONALE The change in outlook to positive from stable is based on Moody's view that improvements to Zions' centralized risk management have enhanced the bank's ability to maintain a solid balance sheet. Zions has restored a solid balance sheet with good asset quality metrics and relatively high capital, compared to its US peers. It recently sold the last of its trust preferred CDOs, which eliminated their risk and reduced a longstanding credit risk concentration. Moody's viewed the CDOs in aggregate with Zions' commercial real estate (CRE) loans because of the high correlation between the two asset classes' performance. In 2008, the amount of Zions' CDOs and CREs peaked, at approximately 5.4 times its tangible common equity. With the sale of the CDOs, the concentration has declined to less than twice its tangible common equity. The sale generated a pre-tax loss of $137 million; however, Zions' capital will remain relatively strong, at an expected common equity Tier 1 ratio of approximately 11.8% at June 30, 2015. In Moody's view, the changes in risk management over the past two years should help Zions' reduce its earnings volatility and better defend its balance sheet. The company appointed its first chief risk officer in 2013 and since then has expanded its risk function staff, established risk limits and risk oversight committees at the corporate and affiliate levels and made board oversight more comprehensive. However, Zions' centralized enterprise risk management is relatively new compared to its large regional bank peers and has not been tested through an economic cycle. Moody's views Zions' business mix as narrow because of the CRE focus and the reliance on net interest income. Ratings could be upgraded if the company can improve profitability as a result of better cost management; Zions' successful execution of restructuring initiatives would support these efforts. Moody's also noted that Zions' average loan growth has been a moderate 3% over the last year but could increase as the company seeks to improve its earnings. As its loan book grows, Zions will need to show that its enhanced risk management can control its CRE exposure and maintain its good asset quality, and reduce potential earnings volatility. A downgrade is possible if there is a rebuilding of asset concentrations, a decline in capital or a reversal of improvements in asset quality. [*] Robert Burns Joins Deloitte's Advisory Practice as Director --------------------------------------------------------------- Deloitte on June 26 disclosed that Robert Burns, former deputy director of the Federal Deposit Insurance Corporation's complex financial institutions group, has joined its ranks. Mr. Burns works within Deloitte Advisory, the market-leading risk and financial advisory practice of Deloitte & Touche LLP, as a director in its banking and securities regulatory offering helping U.S. and international banking clients on their resolution planning, capital stress testing, liquidity coverage, regulatory reporting and credit risk management efforts. A 25-year veteran of the financial regulator, Mr. Burns was most recently the senior executive responsible for risk analysis and supervisory programs of systemically important financial institutions. In that role, he was at the forefront of the FDIC's efforts to review all SIFI resolution plans (better known informally as "living wills") and led the subsequent efforts with banks to "make significant progress" to address the gaps seen by regulators. "The regulatory landscape for banking institutions continues to become only more complex and banks are in various stages of a multi-year transition to evolve their regulatory compliance efforts," said Kevin McGovern, Deloitte Advisory partner, Deloitte & Touche LLP, and governance, regulatory and risk strategies leader. "Areas like living wills, stress testing and liquidity coverage are among the mission-critical areas and adding Robert to our ranks only bolsters the team's extensive knowledge of some of the biggest challenges that the banks of all sizes face today." Mr. Burns served in numerous roles in his 25 years with the FDIC, including as the associate director in the large bank branch team, a section chief in the complex financial institutions branch and a senior bank examiner in the large financial institutions group. His work included a number of key policy initiatives stemming from the Dodd-Frank Act, in particular the stress testing exercise, as well as credit-risk issues like leveraged lending. He was also responsible for numerous big-bank risk analysis and supervisory programs at some of the nation's largest banks and served as the FDIC's lead representative at several large complex institutions' stress situations during the financial crisis. "This is a time of transformation for the biggest financial institutions, as they turn the page from rules being finalized over the past few years to shifting to the even bigger task of implementation and compliance," said Mr. Burns. "Whether nailing down the final details of their recovery and resolution plans or changing their structure and increasing optionality on a broader level, there is a lot for bank executives to chew on." About Deloitte Advisory Deloitte Advisory helps organizations turn critical and complex business issues into opportunities for growth, resilience and long-term advantage. The firm's market-leading teams help its clients manage strategic, financial, operational, technological, and regulatory risk to maximize enterprise value, while its experience in mergers and acquisitions, fraud, litigation, and reorganizations helps clients move forward with confidence. Within the last 18 months, Deloitte's market-leading risk advisory services practice has added luminaries from government and industry, and provided valuable insights to clients through contributions from individuals including: -- David Wright, formerly the senior vice president and deputy director of the Federal Reserve Bank of San Francisco's supervision and regulation division. -- Mary Galligan, who had a 25-year career with the Federal Bureau of Investigation, where she was Special Agent in Charge of Cyber and Special Operations for the New York office -- Dr. Elisabeth Hagen, former undersecretary for Food Safety at the Department of Agriculture (USDA) -- Keith Darcy, former executive director of the Ethics & Compliance Officer Association (ECOA). There are more than 1,500 professionals focused on providing risk and regulatory insights to Deloitte Advisory's banking and securities clients. These professionals include senior supervisory officials and examiners formerly from the Federal Reserve, the Office of the Comptroller of the Currency, the Securities and Exchange Commission, the Financial Industry Regulatory Authority, the Commodity Futures Trading Commission and the FDIC. [^] BOND PRICING: For the Week from June 22 to 26, 2015 ------------------------------------------------------- Company Ticker Coupon Bid Price Maturity Date ------- ------ ------ --------- ------------- Affinion Investments LLC AFFINI 13.500 46.000 8/15/2018 Alpha Natural Resources Inc ANR 9.750 7.250 4/15/2018 Alpha Natural Resources Inc ANR 7.500 25.500 8/1/2020 Alpha Natural Resources Inc ANR 6.000 8.503 6/1/2019 Alpha Natural Resources Inc ANR 6.250 7.400 6/1/2021 Alpha Natural Resources Inc ANR 3.750 8.250 12/15/2017 Alpha Natural Resources Inc ANR 4.875 7.285 12/15/2020 Alpha Natural Resources Inc ANR 7.500 23.000 8/1/2020 Alpha Natural Resources Inc ANR 7.500 25.125 8/1/2020 Altegrity Inc USINV 13.000 48.000 7/1/2020 Altegrity Inc USINV 14.000 42.500 7/1/2020 Altegrity Inc USINV 14.000 35.000 7/1/2020 American Eagle Energy Corp AMZG 11.000 35.000 9/1/2019 American Eagle Energy Corp AMZG 11.000 35.500 9/1/2019 Arch Coal Inc ACI 7.000 15.500 6/15/2019 Arch Coal Inc ACI 7.250 13.750 6/15/2021 Arch Coal Inc ACI 7.250 27.125 10/1/2020 Arch Coal Inc ACI 9.875 20.100 6/15/2019 Arch Coal Inc ACI 8.000 21.250 1/15/2019 Arch Coal Inc ACI 8.000 24.875 1/15/2019 BPZ Resources Inc BPZR 8.500 14.000 10/1/2017 Black Elk Energy Offshore Operations LLC / Black Elk Finance Corp BLELK 13.750 15.020 12/1/2015 Caesars Entertainment Operating Co Inc CZR 10.000 28.563 12/15/2018 Caesars Entertainment Operating Co Inc CZR 6.500 36.670 6/1/2016 Caesars Entertainment Operating Co Inc CZR 10.750 27.250 2/1/2016 Caesars Entertainment Operating Co Inc CZR 12.750 25.750 4/15/2018 Caesars Entertainment Operating Co Inc CZR 10.000 27.563 12/15/2018 Caesars Entertainment Operating Co Inc CZR 5.750 36.652 10/1/2017 Caesars Entertainment Operating Co Inc CZR 10.000 28.000 12/15/2018 Caesars Entertainment Operating Co Inc CZR 5.750 12.250 10/1/2017 Caesars Entertainment Operating Co Inc CZR 10.750 27.625 2/1/2016 Caesars Entertainment Operating Co Inc CZR 10.000 27.125 12/15/2018 Caesars Entertainment Operating Co Inc CZR 10.000 28.000 12/15/2018 Cal Dive International Inc CDVI 5.000 4.750 7/15/2017 Champion Enterprises Inc CHB 2.750 0.250 11/1/2037 Chassix Holdings Inc CHASSX 10.000 8.000 12/15/2018 Chassix Holdings Inc CHASSX 10.000 8.000 12/15/2018 Chassix Holdings Inc CHASSX 10.000 8.000 12/15/2018 Claire's Stores Inc CLE 10.500 62.288 6/1/2017 Colt Defense LLC / Colt Finance Corp CLTDEF 8.750 28.030 11/15/2017 Colt Defense LLC / Colt Finance Corp CLTDEF 8.750 27.125 11/15/2017 Colt Defense LLC / Colt Finance Corp CLTDEF 8.750 27.125 11/15/2017 Consolidated Communications Inc CNSL 10.875 114.388 6/1/2020 Dendreon Corp DNDN 2.875 69.000 1/15/2016 Endeavour International Corp END 12.000 11.500 3/1/2018 Endeavour International Corp END 12.000 10.750 3/1/2018 Endeavour International Corp END 12.000 10.750 3/1/2018 Energy Conversion Devices Inc ENER 3.000 7.875 6/15/2013 Energy Future Intermediate Holding Co LLC / EFIH Finance Inc TXU 10.000 5.250 12/1/2020 Energy Future Intermediate Holding Co LLC / EFIH Finance Inc TXU 10.000 5.375 12/1/2020 Energy XXI Gulf Coast Inc EXXI 9.250 57.000 12/15/2017 Energy XXI Gulf Coast Inc EXXI 7.750 37.200 6/15/2019 FBOP Corp FBOPCP 10.000 1.843 1/15/2009 FairPoint Communications Inc/Old FRP 13.125 1.879 4/2/2018 Federal Farm Credit Banks FFCB 2.330 99.876 6/30/2020 Federal Home Loan Banks FHLB 1.625 100.000 12/27/2018 Federal Home Loan Banks FHLB 1.400 100.029 3/27/2018 Federal Home Loan Banks FHLB 2.000 100.011 4/1/2020 Federal Home Loan Banks FHLB 0.421 99.994 4/2/2019 Federal Home Loan Banks FHLB 1.200 100.000 12/27/2017 Federal Home Loan Banks FHLB 1.450 100.000 6/27/2018 Federal Home Loan Banks FHLB 1.450 100.000 6/27/2018 Federal National Mortgage Association FNMA 2.050 100.000 12/30/2019 Federal National Mortgage Association FNMA 1.050 100.000 6/27/2017 Fleetwood Enterprises Inc FLTW 14.000 3.557 12/15/2011 GT Advanced Technologies Inc GTAT 3.000 29.250 10/1/2017 Gevo Inc GEVO 7.500 59.500 7/1/2022 Goodrich Petroleum Corp GDP 5.000 49.000 10/1/2032 Gymboree Corp/The GYMB 9.125 39.700 12/1/2018 Hercules Offshore Inc HERO 10.250 35.500 4/1/2019 Hercules Offshore Inc HERO 10.250 35.000 4/1/2019 Hercules Offshore Inc HERO 8.750 34.000 7/15/2021 James River Coal Co JRCC 3.125 0.133 3/15/2018 Las Vegas Monorail Co LASVMC 5.500 0.010 7/15/2019 Lehman Brothers Holdings Inc LEH 5.000 9.125 2/7/2009 Lehman Brothers Holdings Inc LEH 4.000 9.125 4/30/2009 MF Global Holdings Ltd MF 6.250 32.750 8/8/2016 MF Global Holdings Ltd MF 1.875 20.000 2/1/2016 MF Global Holdings Ltd MF 9.000 20.000 6/20/2038 MF Global Holdings Ltd MF 3.375 32.000 8/1/2018 MModal Inc MODL 10.750 10.125 8/15/2020 Magnetation LLC / Mag Finance Corp MAGNTN 11.000 31.000 5/15/2018 Magnetation LLC / Mag Finance Corp MAGNTN 11.000 35.000 5/15/2018 Magnetation LLC / Mag Finance Corp MAGNTN 11.000 29.625 5/15/2018 MarkWest Energy Partners LP / MarkWest Energy Finance Corp MWE 6.500 104.500 8/15/2021 Molycorp Inc MCP 10.000 34.500 6/1/2020 Molycorp Inc MCP 6.000 1.100 9/1/2017 Molycorp Inc MCP 5.500 1.383 2/1/2018 Powerwave Technologies Inc PWAV 1.875 0.125 11/15/2024 Powerwave Technologies Inc PWAV 1.875 0.125 11/15/2024 Quicksilver Resources Inc KWKA 9.125 12.900 8/15/2019 Quicksilver Resources Inc KWKA 11.000 13.750 7/1/2021 RadioShack Corp RSH 6.750 3.125 5/15/2019 RadioShack Corp RSH 6.750 1.989 5/15/2019 RadioShack Corp RSH 6.750 1.989 5/15/2019 Sabine Oil & Gas Corp SOGC 7.250 19.900 6/15/2019 Sabine Oil & Gas Corp SOGC 9.750 16.989 2/15/2017 Sabine Oil & Gas Corp SOGC 7.500 21.250 9/15/2020 Sabine Oil & Gas Corp SOGC 7.500 20.500 9/15/2020 Sabine Oil & Gas Corp SOGC 7.500 20.500 9/15/2020 Samson Investment Co SAIVST 9.750 4.575 2/15/2020 Saratoga Resources Inc SARA 12.500 9.470 7/1/2016 Starbucks Corp SBUX 6.250 110.701 8/15/2017 Swift Energy Co SFY 7.125 57.938 6/1/2017 TMST Inc THMR 8.000 14.000 5/15/2013 Terrestar Networks Inc TSTR 6.500 10.000 6/15/2014 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 15.000 12.500 4/1/2021 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 10.500 12.188 11/1/2016 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 15.000 15.250 4/1/2021 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 10.500 14.500 11/1/2016 US Shale Solutions Inc SHALES 12.500 49.500 9/1/2017 US Shale Solutions Inc SHALES 12.500 52.000 9/1/2017 Venoco Inc VQ 8.875 31.011 2/15/2019 Verso Paper Holdings LLC / Verso Paper Inc VRS 11.375 35.250 8/1/2016 Verso Paper Holdings LLC / Verso Paper Inc VRS 11.750 28.327 1/15/2019 Verso Paper Holdings LLC / Verso Paper Inc VRS 8.750 12.000 2/1/2019 Verso Paper Holdings LLC / Verso Paper Inc VRS 11.750 24.250 1/15/2019 Verso Paper Holdings LLC / Verso Paper Inc VRS 11.750 24.250 1/15/2019 Walter Energy Inc WLT 9.875 5.979 12/15/2020 Walter Energy Inc WLT 8.500 4.901 4/15/2021 Walter Energy Inc WLT 9.875 5.375 12/15/2020 Walter Energy Inc WLT 9.875 5.375 12/15/2020 ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2015. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. 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