/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/150821.mbx T R O U B L E D C O M P A N Y R E P O R T E R Friday, August 21, 2015, Vol. 19, No. 233 Headlines 4221 CLEARVALLEY: Case Summary & 13 Largest Unsecured Creditors 8942595 CANADA: Herbal Magic in Bankr; Creditors Meeting Aug. 26 AIR MEDICAL: S&P Withdraws 'B' CCR After Acquisition by Kohlberg ANAREN INC: S&P Affirms 'B' Corp. Credit Rating, Outlook Stable ARMETTA LLC: Case Summary & 20 Largest Unsecured Creditors ARNOLD W. KLEIN: Directed to Show Cause on Appeal ASSOCIATED WHOLESALERS: Berkeley OK'd as Panel's Financial Advisor ATLANTIC & PACIFIC: Burning $4.5 Million in Cash Per Week ATLANTIC & PACIFIC: Meeting of Creditors Set for Oct. 7 ATLANTIC & PACIFIC: U.S. Trustee Forms Seven-Member Committee AVIS BUDGET: Fitch to Withdraw 'BB-' LT Issuer Default Rating BAHA MAR: Bradley Roberts Optimistic on Resort Opening by Year-End BERAU CAPITAL: Court Grants Provisional Relief Under Ch. 15 BOLLINGER INVESTMENT: Court Shortens Notice Period in Stay Bid BOOMERANG SYSTEMS: In Chapter 11 to Stabilize Business BOOMERANG SYSTEMS: Proposes $2.5MM Financing from Game Over BOOMERANG SYSTEMS: Wants September Schedules Deadline BOOMERANG TUBE: Committee Defends Retention of Morris Nichols BOOMERANG TUBE: Debevois & Plimpton Okayed as Transactions Counsel BOOMERANG TUBE: Gets Final OK to Pay Critical Vendors Claims BOOMERANG TUBE: Lazard Freres Approved as Investment Banker BOOMERANG TUBE: Obtains Final Approval of $145-Mil. DIP Financing BOOMERANG TUBE: Zolfo Cooper OK'd to Provide Mgt. Services CAL DIVE: Akin Gump Says BofA's Bid to Disallow Fees Misplaced CARETRUST REIT: Moody's Revises Outlook to Pos. & Affirms B2 CFR CASA MEDIA: Needs Until Oct. 11 to File Plan CHARTER SCHOOL OF BOYNTON: S&P Cuts Rating on 2012A/B Bonds to 'D' CITIZENS FINANCIAL: Fitch Affirms 'BB-' Preferred Stock Rating COCO BEACH: Bank, U.S. Trustee Object to Sale of Property COMARK INC: Pacific West Acquires Business & Assets CONGREGATION BIRCHOS: Agrees to Provide Adequate Protection to TCF COYOTE LOGISTICS: Moody's Confirms 'B2' CFR, Outlook Stable DAYA MEDICALS: Case Summary & 9 Largest Unsecured Creditors DETROIT, MI: Sells First Municipal Bonds Since Emerging from Ch. 9 DORAL FINANCIAL: Berkeley OK'd as Committee's New Financial Advisor ECO SERVICES: Moody's Puts 'B2' CFR on Review for Downgrade ESTATE FINANCIAL: Has Authority to Sell Calif. Property for $2.4MM FIBERTECH NETWORKS: Moody's Withdraws B2 Rating on Acquisition FIRST NICKEL: RCF Demands Repayment of Obligations Under BIA FORESIGHT APPLICATIONS: Suit vs. Genesee Capital Remanded FREEDOM INDUSTRIES: Former Pres. Pleads Guilty to Pollution Charges GLM DFW: Case Summary & 20 Largest Unsecured Creditors GUP'S HILL PLANTATION: Case Summary & 7 Top Unsecured Creditors HERCULES OFFSHORE: To Be Delisted From Nasdaq Effective Aug. 24 HILLVIEW, KY: Chapter 9 Case Summary & 20 Top Unsec. Creditors HOLIDAY MARINAS: Owner Files for Chapter 11 Bankruptcy Protection HUTCHESON MEDICAL: U.S. Trustee Wants Chapter 11 Case Dismissed ICEGEN INC: Trustee to Sell Assets on September 3 INTEGRATED FINANCIAL: Award of Attorney's Fees & Costs Affirmed KEY DISPOSAL: Case Summary & 20 Largest Unsecured Creditors KU6 MEDIA: Receives Nasdaq Listing Non-Compliance Notice LEARNING CARE: Moody's Raises CFR to B2, Outlook Stable LIBERTY INTERACTIVE: S&P Retains 'BB' Corp. Credit Rating MF GLOBAL: Judge Paves Way for Nearly Full Recoveries for Creditors MISSISSIPPI PHOSPHATES: Gets Final Approval to Obtain $6M Loan MISSISSIPPI PHOSPHATES: Pleads Guilty in Pollution Case MISSISSIPPI PHOSPHATES: Settlement with Lender, EPA Approved MOSS FAMILY: Can Use Fifth Third's Cash Collateral Until Nov. 13 NATIONWIDE INSURANCE: A.M. Best Hikes FSR to 'B+(Good)' NEW YORK LIGHT: Creditors' Committee Opposes Use of Cash Collateral NIRVANA INC: Creditors' Panel Hires Lowenstein Sandler as Counsel NIRVANA INC: Withdraws Application to Hire Good News as Brokers NORCAN FLEXIBLE: Files for Bankruptcy; Creditors Meeting Sept. 2 OPTIM ENERGY: Plan Effective Date Milestone Extended to Aug. 21 PACIFIC STEEL: Court OKs Wendel Rosen as Panel's Conflicts Counsel PENN VIRGINIA: S&P Cuts Corp. Credit Rating to 'B-', Outlook Neg. POINT BLANK: Jeffrey Brooks Wants 2008 Steel Takeover Investigated PQ CORP: Moody's Affirms B3 CFR & Revises Outlook to Stable PUBLIC SERVICE: A.M. Best Lowers Fin. Strength Rating to 'B(fair)' RELATIVITY FASHION: Meeting of Creditors Slated for September 19 RELATIVITY MEDIA: Manchester Securities Wants Cap on Payments RHINO EXCAVATING: Case Summary & 8 Largest Unsecured Creditors SANDRIDGE ENERGY: Moody's Lowers CFR to 'Caa2', Outlook Stable SHAWNEE AVE: Case Summary & 3 Largest Unsecured Creditors SINGH AUTO WOLD: Case Summary & 21 Largest Unsecured Creditors SMITH & MORRIS: Voluntary Chapter 11 Case Summary SPECTRUM ANALYTICAL: Asset Sale Hearing on Aug. 25 TIERRA DEL REY: Hires Curry Advisors as General Bankruptcy Counsel TRIBUNE CO: Aurelius Capital's Plea to Undo Plan Component Denied VISION VENTURES: Providence Bank Acquires Chesterfield Property WALTER ENERGY: Sept. 2 Hearing Set for Cash Collateral Motion WILLIAM CONTRACTOR: Case Summary & 13 Largest Unsecured Creditors [*] Fitch: More US Offshore Drillers Could Follow Hercules in Ch.11 [*] Sandor Frankel Joins Otterbourg as Of Counsel [*] SRW's Craig Simon Named to Best Lawyers in America 2016 List [^] BOOK REVIEW: Lost Prophets -- An Insider’s History ********* 4221 CLEARVALLEY: Case Summary & 13 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: 4221 Clearvalley, LLC 14545 Friar Street, Suite 101 Van Nuys, CA 91411-2357 Case No.: 15-12767 Chapter 11 Petition Date: August 19, 2015 Court: United States Bankruptcy Court Central District of California (San Fernando Valley) Judge: Hon. Martin R. Barash Debtor's Counsel: M Jonathan Hayes, Esq. SIMON RESNIK HAYES LLP 15233 Ventura Blvd., Suite 250 Sherman Oaks, CA 91403 Tel: (818) 783-6251 Fax: (818) 827-4919 Email: jhayes@srhlawfirm.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Arezoo Y Javaheri Merabi, managing member. List of Debtor's 13 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1370 Realty Corp. $260,000 14545 Friar Street, #103 Van Nuys, CA 91411 14545 Friar, LLC $180,000 14628 Sylvan, LLC $156,000 Eli Morim $120,000 Isaac Goldstein & Company $40,000 Merabi & Sons, LLC $100,000 Nationstar Mortgage LLC $1,289,603 Attn: Bankruptcy 350 Highland Dr Lewisville, TX 75067 Niloofar Lahijani $52,000 RGR Construction $56,000 Stephen Feder $75,000 Styles BY Hope $51,000 Yona Keyvan Javaheri $200,000 Yoram Kambiz Javaheri $410,000 8942595 CANADA: Herbal Magic in Bankr; Creditors Meeting Aug. 26 ---------------------------------------------------------------- The bankruptcy of 8942595 Canada Inc. o/a Herbal Magic Inc. of Yonge Street, Suite 700 in Toronton, Ontario, occurred on Aug. 7, 2015. The first meeting of creditors will be held on Aug. 26, 2015, at 10:00 a.m. at the Holiday Inn Toronto Downtown Centre, 30 Carlton Street - Rosedale in Toronto, Ontario. PricewaterhouseCoopers Inc. Trustee of the Estate of the Company 18 York Street, Suite 2600 Toronto, ON M5J 0B2 Attn: Evelyn Bowles Tel: 1-844-201-2824 Email: cmt_processing@ca.pwc.com AIR MEDICAL: S&P Withdraws 'B' CCR After Acquisition by Kohlberg ---------------------------------------------------------------- Standard & Poor's Ratings Services withdrew its 'B' corporate credit rating on Air Medical Holdings LLC following the entity's merger into Air Medical Group Holdings Inc. after the acquisition by Kohlberg Kravis Roberts & Co. in April 2015. At the same time, S&P has assigned its 'B' corporate credit rating to Air Medical Group Holdings Inc. The outlook is stable. All issue-level ratings on Air Medical Group Holdings Inc.'s debt remain unchanged. ANAREN INC: S&P Affirms 'B' Corp. Credit Rating, Outlook Stable --------------------------------------------------------------- Standard & Poor's Ratings Services said it affirmed its 'B' corporate credit rating on East Syracuse, N.Y.-based Anaren Inc. The outlook is stable. At the same time, S&P affirmed its 'B+' issue-level rating on the company's $175 million first-lien term loan due 2021. The recovery rating remains '2', indicating S&P's expectation for substantial (70% to 90%; lower 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 $70 million second-lien term loan maturing 2021. The recovery rating remains '6', indicating S&P's expectation for negligible (0% to 10%) recovery in the event of a payment default. "The rating affirmation is based on our expectation that incremental EBITDA from the company's acquisition target, which is a manufacturer of RF and microwave power transistors and amplifiers, specializing in gallium nitrite (GaN) technology, will enable the firm to maintain pro-forma leverage below 7x," said Standard & Poor's credit analyst James Thomas. S&P bases its rating on Anaren on its "weak" business risk profile and "highly leveraged" financial risk profile, as defined in S&P's criteria. S&P's assessment of Anaren's business risk profile reflects the company's limited scale and reliance on a small number of customers in both the space and defense (S&D) and wireless businesses S&P's view of Anaren's financial risk profile reflects S&P's expectation of pro forma debt to EBITDA in the low-6.0x area by the end of fiscal 2015 because incremental EBITDA contribution from the announced acquisition offsets additional debt. The stable outlook on Anaren reflects S&P's expectation that the company's involvement in high-priority military radar and communication modernization contracts, along with continuing investment in 4G cellular networks, will support moderate revenue and EBITDA growth over the next 12 months. S&P could lower the rating if delays and reduced orders on key defense contracts, or slower adoption of 4G infrastructure outside the U.S., lead to EBITDA declines and leverage sustained over 7.0x. An upgrade is unlikely because of Anaren's "highly leveraged" financial risk profile and S&P's view that private equity ownership is likely to preclude sustained debt reduction. ARMETTA LLC: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Armetta, LLC fdba Copar Industries, LLC fdba Copar Quarries of Westerly, LLC fdba Copar Trucking, LLC fdba Copar Quarries of RI, LLC fdba Copar Quarries of Lisbon, LLC 90 Industrial Park Road Middletown, CT 06457 Case No.: 15-31399 Chapter 11 Petition Date: August 19, 2015 Court: United States Bankruptcy Court District of Connecticut (New Haven) Judge: Hon. Julie A. Manning Debtor's Counsel: Ronald Chorches, Esq. LAW OFFICES OF RONALD I. CHORCHES, LLC 449 Silas Deane Highway, 2nd Floor Wethersfield, CT 06109 Tel: 860-563-3955 Fax: 860-513-1577 Email: ronchorcheslaw@sbcglobal.net Estimated Assets: $0 to $50,000 Estimated Debts: $1 million to $10 million The petition was signed by Antonia Armetta, managing member. List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Capital One Equipment Finance $162,188 Cariati Developers, Inc. $116,785 Commercial Credit Group, Inc. $429,923 400 Essjay Road - Ste. 340 Buffalo, NY 14221 Commercial Credit Group, Inc. $418,050 P. O. Box 60121 Charlotte, NC 28260-0210 Commercial Credit Group, Inc. $373,351 400 Essjay Road - Ste. 340 Buffalo, NY 14221 Environmental Protection Agncy $33,960 Equipment East $142,936 Grillo Trucking Sevices, LLC $64,000 Kennedy Marine, Inc. Merchandise $28,976 Komatsu Financial $1,149,448 P. O. Box 99303 Chicago, IL 60693-9303 Mike Johnson Personal Loan $36,826 Miller Moriarty & Co., LLC Services $82,234 Murdo Smith Personal Loan $80,000 Neuco Corp. Supplier $160,000 Randal Roberge Personal Loan $49,936 Signature Financial, LLC $513,043 P. O. Box 5524 Hicksville, NY 11802-5524 Sterling Services, LLC $63,595 Town of Westerly $44,740 Travelers Insurance $42,596 Xpress Sweeping, Inc. Services $35,850 ARNOLD W. KLEIN: Directed to Show Cause on Appeal ------------------------------------------------- Judge Dale S. Fischer of the United States District Court for the Central District of California, in a memorandum dated Aug. 6, 2015, ordered Arnold W. Klein, M.D., to show cause, in writing, why his appeal should not be dismissed for his continued deficiencies. The case is In Re Debtor - Arnold W. Klein, M.D. Arnold W. Klein v. Landau Gottfried and Berger LLP, CASE NO. CV 15-3465 DSF (Bankr. D. Calif.). A full-text copy of Judge Fischer's Decision is available at http://is.gd/YErNNefrom Leagle.com. Arnold W. Klein, M.D., Appellant, represented by Steven L Popuch, Steven L Popuch and Associates & Steffanie Danielle Stelnick , Law Offices of Steffanie Stelnick. Bradley D. Sharp, Chapter 11 Trustee, Appellee, represented by Peter J Gurfein, Esq. -- pgurfein@lgbfirm.com -- Landau Gottfried and Berger LLP. ASSOCIATED WHOLESALERS: Berkeley OK'd as Panel's Financial Advisor ------------------------------------------------------------------ The U.S. Bankruptcy Court for the District of Delaware authorized the Official Committee of Unsecured Creditors in the Chapter 11 cases of ADI Liquidation, Inc., formerly known as AWI Delaware, Inc., et al., to retain Berkeley Research Group, LLC, as its financial advisor, nunc pro tunc to June 1, 2015. The Committee related that on Oct. 27, 2014, the Court authorized the Committee to retain Capstone Advisory Group, LLC and Capstone Valuation Services, LLC, as financial advisor. Effective as of June 1, 2015, many of Capstone's members and employees, including the Capstone personnel involved in the cases, joined BRG and ended their affiliation with Capstone. To ensure continuity of representation, the Committee has requested that BRG substitute for Capstone as their financial advisors in the cases, effective as of June 1, 2015, subject to the Court's approval. The terms of the proposed retention are identical in all material respects to the retention of Capstone, and no less favorable to the Debtors' estates. BRG will communicate regularly with the Committee and its legal advisors to ensure that the actual financial advisory services performed are appropriate based on the status of the case and needs of the Committee. BRG is expected to, among other things: a. advise and assist the Committee in its analysis and monitoring of the Debtors' historical, current and projected financial affairs, including, schedules of assets and liabilities and statement of financial affairs; b. advise and assist the Committee with respect to any debtor-in-possession financing arrangements and use of cash; and c. scrutinize cash disbursements on an on-going basis for the period subsequent to the commencement of the cases. BRG has agreed to a 20% discount off of the standard hourly rates. The standard hourly rates for BRG (without discount) are: 2015 ---- Managing Director $350 - $1,250 Director $475 - $640 Staff $250 - $475 Support staff $125 - $325 The standard hourly rates for the BRG professionals anticipated to be assigned to the engagement are: Jay Borow $875 David Galfus $850 Norman Haslun $635 Joseph Vizzini $580 Joseph Woodmansee $410 To the best of the Committee's knowledge, BRG is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code. In relation to the authorization of BRG retention, the Court ordered that Capstone will no longer act as financial advisor to the Committee as of May 31, 2015, and Capstone will file a final fee application seeking allowance of compensation and reimbursement of expenses rendered during the period Sept. 9, 2014, until May 31, 2015, no later than 120 days after the entry of the order (July 30, 2015). About Associated Wholesalers Founded in 1962 and headquartered in Robesonia, Pennsylvania, Associated Wholesalers Inc. serviced 800 supermarkets, specialty stores, convenience stores and superettes with grocery, meat, produce, dairy, frozen foods and general merchandise/health and beauty care products. AWI, with distribution facilities in Robesonia, Pennsylvania, and York, Pennsylvania, served the mid-Atlantic United States. AWI is owned by its 500 retail members, who in turn operate supermarkets. AWI had 1,459 employees. White Rose Inc. is a food wholesaler and distributor serving the greater New York metropolitan area. The company traces its origins to 1886, when brothers Joseph and Sigel Seeman founded Seeman Brothers & Doremus to provide grocery deliveries throughout New York City. White Rose carries out its operations through three leased warehouse and distribution centers, two of which are located in Carteret, New Jersey, and one in Woodbridge, New Jersey. White Rose has 777 employees. Associated Wholesalers and its affiliates sought Chapter 11 bankruptcy protection on Sept. 9, 2014, to sell their assets under 11 U.S.C. Sec. 363 to C&S Wholesale Grocers, absent higher and better offers. The Debtors were granted joint administration of their Chapter 11 cases for procedural purposes, under the lead case of AWI Delaware, Inc., Bankr. D. Del. Case No. 14-12092. As of the Petition Date, the Debtors owe the Bank Group (consisting of lenders, Bank of America, N.A., Bank of American Securities LLC as sole lead arranger and joint book runner, Wells Fargo Capital Finance, LLC as joint book runner and syndication agent, and RBS Capita, as documentation agent) an aggregate principal amount of not less than $131,857,966 (inclusive of outstanding letters of credit), plus accrued interest. The Debtors estimate trade debt of $72 million. AWI Delaware disclosed $11,440 in assets and $125,112,386 in liabilities as of the Chapter 11 filing. Saul Ewing LLP and Rhoads & Sinon LLP are serving as legal advisors to the Debtors, Lazard Middle Market is serving as financial advisor, and Carl Marks Advisors is serving as restructuring advisor to AWI. Carl Marks' Douglas A. Booth has been tapped as chief restructuring officer. Epiq Systems serves as the claims agent. The Official Committee of Unsecured Creditors tapped to retain Hahn & Hessen LLP as its lead counsel; Pepper Hamilton LLP as its co-counsel; and Capstone Advisory Group, LLC, together with its wholly-owned subsidiary Capstone Valuation Services, LLC, as its financial advisors. The Troubled Company Reporter, on Nov. 5, 2014, reported that the Bankruptcy Court authorized Associated Wholesalers, which changed its name to AWI Delaware, Inc., prior to the approval of the sale, to sell substantially all of its assets, including their White Rose grocery distribution business, to C&S Wholesale Grocers, Inc. The C&S purchase price consists of the lesser of the amount of the bank debt, which totals about $18.1 million and $152 million, plus other liabilities, which amount is valued at $194 million. C&S, according to Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, ended up paying $86.5 million more cash to be anointed as the winner at the auction. AWI Delaware notified the Bankruptcy Court on Nov. 12, 2014, that closing occurred in connection with the sale of their assets to C&S. AWI Delaware subsequently changed its name to ADI Liquidation, Inc., following the closing of the sale. ATLANTIC & PACIFIC: Burning $4.5 Million in Cash Per Week --------------------------------------------------------- The Great Atlantic & Pacific Tea Co. admits in recent court filings that it's "burning cash at a rate of $4.5 million a week," as it seeks bankruptcy court rulings that will help it sell 118 of its 301 stores. "The gap between the Debtors' assets and liabilities is widening," Tim McDonagh, a managing director at FTI Consulting Inc. and the Company's financial adviser, said in a court filing. Richard Newman at NorthJersey.com relates that as of February 2015, the Company had assets of about $1.6 billion and liabilities of about $2.3 billion. According to court documents, the Company described its worsening financial condition to support its pending request to be freed from seniority rights and full severance benefits under union contracts, and to effectuate the sale of the stores, which include A&Ps and other supermarket brands. NorthJersey.com relates that Acme, Stop & Shop and Key Food have submitted bids totaling almost $570 million to acquire the 118 stores, and each bid includes prohibitions on bumping, where workers at stores that close are allowed to displace workers with less seniority at stores that will remain open under new owners. Mr. McDonagh said in a court document that if the Company had to conduct a "fire sale" to liquidate those stores, instead of selling them under the negotiated purchase agreements, the proceeds would be about $213 million less. As reported by the Troubled Company Reporter on Aug. 20, 2015, Natalie Heard Hackett at Tapinto.net reported that workers at the Pathmark received termination notices on Monday. The location wasn't included in the Company's list of stores to be closed, the report stated. Citing people familiar with the matter, Tapinto.net relates that the letters were 'procedural' and that the Company's officials were still looking for a buyer for the store as part of their July 19 Chapter 11 bankruptcy proceedings. TAP into Montclair obtained on Aug. 19, 2015, a copy of a letter sent to Montclair Mayor Robert Jackson on Monday which indicates that "as part of the Chapter 11 process, the Company is actively marketing all the stores identified on Exhibit B." Exhibit B includes the Montclair Pathmark, the report adds. About Atlantic & Pacific Based in Montvale, New Jersey, The Great Atlantic & Pacific Tea Company, Inc., and its affiliates are one of the nation's oldest leading supermarket and food retailers, operating approximately 300 supermarkets, beer, wine, and liquor stores, combination food and drug stores, and limited assortment food stores across six Northeastern states. The primary retail operations consist of supermarkets operated under a variety of well known trade names, or "banners," including A&P, Waldbaum's, SuperFresh, Pathmark, Food Basics, The Food Emporium, Best Cellars, and A&P Liquors. The Company employs approximately 28,500 employees, over 90% of whom are members of one of twelve local unions whose members are employed by the Debtors under the authority of 35 separate collective bargaining agreements. Then with 429 stores, A&P and its affiliates filed Chapter 11 petitions (Bankr. S.D.N.Y. Case No. 10-24549) on Dec. 12, 2010, and in 2012 emerged from Chapter 11 bankruptcy as a privately held company with 320 supermarkets. On July 19, 2015, with 300 stores, A&P and 20 affiliated debtors each filed a Chapter 11 petition (Bankr. S.D.N.Y.) after reaching deals for the going concern sales of 120 stores. The Debtors are seeking joint administration under Case No. 15-23007. As of Feb. 28, 2015, the Debtors reported total assets of $1.6 billion and liabilities of $2.3 billion. The Debtors tapped Weil, Gotshal & Manges LLP as counsel, Evercore Group L.L.C., as investment banker, FTI Consulting, Inc., as financial advisor, Hilco Real Estate, LLC, as real estate advisor, and Prime Clerk LLC, as claims and noticing agent. ATLANTIC & PACIFIC: Meeting of Creditors Set for Oct. 7 ------------------------------------------------------- The meeting of creditors of The Great Atlantic & Pacific Tea Co. is set to be held on Oct. 7, 2015, at 10:00 a.m. (prevailing Eastern Time), according to a filing with the U.S. Bankruptcy Court for the Southern District of New York. The meeting will be held at the U.S. Bankruptcy Court, 300 Quarropas Street, in White Plains, New York. The court overseeing the bankruptcy case of a company schedules the meeting of creditors usually about 30 days after the bankruptcy petition is filed. The meeting is called the "341 meeting" after the section of the Bankruptcy Code that requires it. A representative of the company is required to appear at the meeting and answer questions under oath. The meeting is presided over by the U.S. trustee, the Justice Department's bankruptcy watchdog. About Atlantic & Pacific Based in Montvale, New Jersey, The Great Atlantic & Pacific Tea Company, Inc., and its affiliates are one of the nation's oldest leading supermarket and food retailers, operating approximately 300 supermarkets, beer, wine, and liquor stores, combination food and drug stores, and limited assortment food stores across six Northeastern states. The primary retail operations consist of supermarkets operated under a variety of well known trade names, or "banners," including A&P, Waldbaum's, SuperFresh, Pathmark, Food Basics, The Food Emporium, Best Cellars, and A&P Liquors. The Company employs approximately 28,500 employees, over 90% of whom are members of one of twelve local unions whose members are employed by the Debtors under the authority of 35 separate collective bargaining agreements. Then with 429 stores, A&P and its affiliates filed Chapter 11 petitions (Bankr. S.D.N.Y. Case No. 10-24549) on Dec. 12, 2010, and in 2012 emerged from Chapter 11 bankruptcy as a privately held company with 320 supermarkets. On July 19, 2015, with 300 stores, A&P and 20 affiliated debtors each filed a Chapter 11 petition (Bankr. S.D.N.Y.) after reaching deals for the going concern sales of 120 stores. The Debtors are seeking joint administration under Case No. 15-23007. As of Feb. 28, 2015, the Debtors reported total assets of $1.6 billion and liabilities of $2.3 billion. The Debtors tapped Weil, Gotshal & Manges LLP as counsel, Evercore Group L.L.C., as investment banker, FTI Consulting, Inc., as financial advisor, Hilco Real Estate, LLC, as real estate advisor, and Prime Clerk LLC, as claims and noticing agent. ATLANTIC & PACIFIC: U.S. Trustee Forms Seven-Member Committee ------------------------------------------------------------- The U.S. Trustee for Region 2 appointed seven creditors of The Great Atlantic & Pacific Tea Co. to serve on the official committee of unsecured creditors. The unsecured creditors are: (1) C&S Wholesale Grocers, Inc. 7 Corporate Drive Keene, New Hampshire 03431 Attention: William M. Boyd III, General Counsel Telephone: (603) 354-5846 (2) McKesson Corporation One Post Street, 20th Floor San Francisco, California 94104 Attention: Jennifer Towlsey, Vice President Telephone: (415) 983-9333 (3) CBA Industries, Inc. P.O. Box 1717 Elmwood Park, New Jersey 07407 Attention: Barry Schiro, President Telephone: (201) 414-5250 (4) Pension Benefit Guaranty Corporation 1200 K Street, N.W. Washington, DC 2005-4026 Attention: Michael Strollo Telephone: (202) 326-4020 (5) United Food and Commercial Workers International Union 219 Patterson Avenue Little Falls, New Jersey 07424 Attention: Thomas P. Clarke, Director, UFCW Region 1 Telephone: (973) 890-0110 (6) 1199SEIU Health Care Employees Pension Fund 330 West 42nd Street New York, New York 10036 Attention: Ann Filloramo, Special Assistant Implementation Support Telephone: (646) 473-6067 (7) Basser-Kaufman, Inc. 151 Irving Place Woodmere, New York 11598 Attention: Marc Kemp, Principal Telephone: (516) 569-3700 Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at a debtor's expense. They may investigate the debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. About Atlantic & Pacific Based in Montvale, New Jersey, The Great Atlantic & Pacific Tea Company, Inc., and its affiliates are one of the nation's oldest leading supermarket and food retailers, operating approximately 300 supermarkets, beer, wine, and liquor stores, combination food and drug stores, and limited assortment food stores across six Northeastern states. The primary retail operations consist of supermarkets operated under a variety of well known trade names, or "banners," including A&P, Waldbaum's, SuperFresh, Pathmark, Food Basics, The Food Emporium, Best Cellars, and A&P Liquors. The Company employs approximately 28,500 employees, over 90% of whom are members of one of twelve local unions whose members are employed by the Debtors under the authority of 35 separate collective bargaining agreements. Then with 429 stores, A&P and its affiliates filed Chapter 11 petitions (Bankr. S.D.N.Y. Case No. 10-24549) on Dec. 12, 2010, and in 2012 emerged from Chapter 11 bankruptcy as a privately held company with 320 supermarkets. On July 19, 2015, with 300 stores, A&P and 20 affiliated debtors each filed a Chapter 11 petition (Bankr. S.D.N.Y.) after reaching deals for the going concern sales of 120 stores. The Debtors are seeking joint administration under Case No. 15-23007. As of Feb. 28, 2015, the Debtors reported total assets of $1.6 billion and liabilities of $2.3 billion. The Debtors tapped Weil, Gotshal & Manges LLP as counsel, Evercore Group L.L.C., as investment banker, FTI Consulting, Inc., as financial advisor, Hilco Real Estate, LLC, as real estate advisor, and Prime Clerk LLC, as claims and noticing agent. AVIS BUDGET: Fitch to Withdraw 'BB-' LT Issuer Default Rating ------------------------------------------------------------- Fitch Ratings plans to withdraw the ratings on Avis Budget Group, Inc. on or about Sept. 18, 2015, for commercial reasons. Fitch currently rates Avis Budget Group, Inc. as follows: Avis Budget Group, Inc. -- Long-term Issuer Default Rating (IDR) at 'BB-'. Avis Budget Car Rental, LLC -- Long-term IDR at 'BB-'; -- Senior secured term loan at 'BBB-'; -- Revolving credit facility at 'BBB-'; -- Senior unsecured debt at 'BB-'. Avis Budget Finance PLC -- Long-term IDR at 'BB-'; -- Senior unsecured debt at 'BB-'. Fitch reserves the right in its sole discretion to withdraw or maintain any rating at any time for any reason it deems sufficient. Fitch believes that investors benefit from increased rating coverage by Fitch and is providing approximately 30 days' notice to the market on the withdrawal. Ratings are subject to analytical review and change up to the time Fitch withdraws the ratings. Fitch's last rating action for the above referenced entities was on Oct. 14, 2014. The ratings were affirmed with a Stable Outlook. BAHA MAR: Bradley Roberts Optimistic on Resort Opening by Year-End ------------------------------------------------------------------ The 3.5 billion Baha Mar resort -- which officials say is 97% complete -- will still open before year-end despite the possibility of provisional liquidators being appointed at the property, Ava Turnquest at Tribune 242 reports, citing Progressive Liberal Party Chairman Bradley Roberts. Tribune 242 relates that Attorney General Allyson Maynard-Gibson filed the winding up petition against the Resort to have provisional liquidators appointed, after negotiations for a way forward between stakeholders in China failed. According to Tribune 242, Bahamas Chamber of Commerce and Employers Confederation chief executive Edison Sumner has warned that the project will not open in time to catch the peak winter 2015 tourism season if it is placed under the control of provisional liquidators. Three to four months was simply not enough time for the provisional liquidators -- if appointed -- to "go through the rubble" and organize the property's construction completion, the report states, citing Mr. Sumner. Mr. Roberts said that Baha Mar CEO Sarkis Izmirlian had just hours left to accept the financing deal brokered in talks between the Export Import Bank of China and China Construction America, or face the consequences, Tribune 242 states. "Failing that, then the liquidators will come in," the report quoted him as saying. Khrisna Virgil at Tribune 242 adds that Prime Minister Perry Christie asked Minister of State for Legal Affairs Damian Gomez to step down as the government's lead attorney in the Resort's legal battle insisting that it was important for people to see the ongoing process in the court as independent of the government's interference. Mr. Christie said in an interview broadcasted on ZNS, "What we were hoping all along is that the developer who put so much effort into the product itself having, 97% completed it, would not just allow it to go. But he would instead find some way of accommodating himself to the requirements of the China Export Import Bank and the construction company." About Baha Mar Orlando, Florida-based Northshore Mainland Services Inc., Baha Mar Enterprises Ltd., and their affiliates sought protection under Chapter 11 of the Bankruptcy Code on June 29, 2015 (Bankr. D.Del., Case No. 15-11402). Baha Mar owns, and is in the final stages of developing, a 3.3 million square foot resort complex located in Cable Beach, Nassau, The Bahamas. The case is assigned to Judge Kevin J. Carey. The Debtors are represented by Paul S. Aronzon, Esq., and Mark Shinderman, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in Los Angeles, California; and Gerard Uzzi, Esq., Thomas J. Matz, Esq., and Steven Z. Szanzer, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York. The Debtors' Delaware counselare Laura Davis Jones, Esq., James E. O'Neill, Esq., Colin R. Robinson, Esq., and Peter J. Keane, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware. The Debtors' Bahamian counsel is Glinton Sweeting O'Brien. The Debtors' special litigation counsel is Kobre & Kim LLP. The Debtors' construction counsel is Glaser Weil Fink Howard Avchen & Shapiro LLP. The Debtors' investment banker and financial advisor is Moelis Company LLC. The Debtors' claims and noticing agent is Prime Clerk LLC. BERAU CAPITAL: Court Grants Provisional Relief Under Ch. 15 ----------------------------------------------------------- The United States Bankruptcy Court of the Southern District of New York granted provisional relief under Chapter 15 of the Bankruptcy Code to Berau Capital Resources Pte. Ltd. The application for provisional relief under Chapter 15 was filed by Kin Chan, the duly authorized foreign representative, of Berau Capital. The Court determined that if the order is not granted, the Foreign Debtor's assets located in the United States could be subject to efforts by creditors to control, possess, or execute upon those assets and those efforts have a material risk of resulting in the Foreign Debtor suffering immediate and irreparable injury, loss, or damage by, among other things, (i) interfering with the jurisdictional mandate of the U.S. Court under Chapter 15 of the Bankruptcy Code, (ii) interfering with the Foreign Debtor's efforts to administer its estate and restructure its operations pursuant to the Foreign Proceeding, and (iii) undermining the Foreign Representative's efforts to achieve an equitable result for the benefit of all of the Foreign Debtor's creditors and interest holders. The Senior Secured Noteholder Committee is represented by: James H.M. Sprayregen, P.C., Esq. David S. Meyer, Esq. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 601 Lexington Avenue New York, New York 10022 Tel: (212) 446-4800 Fax: (212) 446-4900 Email: james.sprayregen@kirkland.com david.meyer@kirkland.com -- and -- Adam Paul , P.C., Esq. Gregory F. Pesce , P.C., Esq. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 300 North LaSalle Street Chicago, Illinois 60654 Tel: (312) 862-2000 Fax: (312) 862-2200 Email: adam.paul@kirkland.com gregory.pesce@kirkland.com About Berau Capital Berau Capital Resources Pte Ltd., is incorporated under the laws of the Republic of Singapore and is a wholly-owned subsidiary of PT Berau Coal Energy Tbk ("BCE"), a public company incorporated under the laws of the Republic of Indonesia. Berau Capital was incorporated in 2010, by BCE as a special purpose vehicle to raise funds for and on behalf of the BCE Group. In order to prevent recovery or enforcement efforts by creditors that would jeopardize the BCE Group's and BCR's restructuring, on July 4, 2015, BCR initiated proceedings in the High Court of the Republic of Singapore (the "Singapore Court"). Berau Capital filed a Chapter 15 petition (Bankr. S.D.N.Y. Case No. 15-11804) in Manhattan in the United States on July 10, 2015, to seek recognition of its restructuring proceedings in Singapore. Kin Chan, the chairman of the board of ARMs, signed the Chapter 15 petition and is serving as foreign representative. The U.S. case is assigned to Judge Martin Glenn. The Debtor tapped Edward J. LoBello, Esq., at Meyer, Suozzi, English & Klein, P.C., in Garden City, New York, as counsel. BOLLINGER INVESTMENT: Court Shortens Notice Period in Stay Bid -------------------------------------------------------------- Judge Craig A. Gargotta of the United States Bankruptcy Court for the Western District of Texas, San Antonio Division, in an order dated Aug. 4, 2015, shortened the time period for notice with respect to the emergency motion for a stay pending appeal in the case captioned IN RE: BOLLINGER INVESTMENT PARTNERS, LTD. DBA TOP OF THE HILL RV RESORT, Chapter 11 Proceeding, Debtor, BANKRUPTCY NO. 15-51618 (Bankr. W.D. Tex.). A full-text copy of Judge Gargotta's Decision is available at http://is.gd/lI5f5Vfrom Leagle.com. Bollinger Investment Partners, Ltd., dba Top of the Hill RV Resort, sought protection under Chapter 11 of the Bankruptcy Code on July 6, 2015 (Bankr. W.D. Tex., Case No. 15-51618). The case is assigned to Judge Craig A. Gargotta. The Debtor's counsel is Dean William Greer, Esq., in San Antonio, Texas. BOOMERANG SYSTEMS: In Chapter 11 to Stabilize Business ------------------------------------------------------ Boomerang Systems, Inc., says it has seen substantial revenue growth for its robotic parking system named RoboticValet but operations remained unprofitable. The Company sought bankruptcy protection after its lender cut financing needed to fund operations until later this year. With $2.5 million of DIP financing in place, Boomerang expects to file a proposed Chapter 11 plan of reorganization and restructuring of its business shortly. Boomerang claims to be on the frontline of automated parking systems with its robotic parking system, the trademark "RoboticValet(R)". The "valet" is a low-profile, omni-directional robot that carries vehicles parked on steel trays to and from spaces by "driving" them directly on a concrete slab without use of a rack, rail or track. Among other advantages, the RoboticValet uses half the space of conventional human-parked parking lots. Because it's the only company in the world that uses this cutting edge technology, Boomerang's products are unfamiliar to many of its prospective customers. This has required Boomerang to expend significant capital on marketing and education, including constructing and maintaining a demonstration facility to showcase the automated parking systems to customers. Boomerang has also spent millions of dollars on research and product development. Since Boomerang entered the automated parking systems market in 2008, its revenue has grown substantially: from $718,000 in 2010 to $5.45 million in 2014. But despite the revenue growth, Boomerang is not yet profitable. As a result, Boomerang relies on the debt and equity markets to fund operations during these startup and growth years. However, one lender's purposeful refusal to provide necessary funding to Boomerang pursuant to a loan and security agreement dated June 16, 2013, at a critical juncture of Boomerang's operations has created a domino effect leading to a rapid, and irreversible, downward spiral of Boomerang's financial wherewithal. Beginning in April 2015, Boomerang made repeated requests to Parking Source, LLC, as the agent and lender, to fund its remaining $1.6 million obligation. But, from April 2015 through July 2015, Parking Source, through its member and manager, Harvey Hernandez, continued to delay funding its $1.6 million commitment. On July 16, 2015, Hernandez represented that neither he nor Jesus Quintero (the only other member of Parking Source) would fund that amount and indicated their intent to default under the Loan and Security Agreement. Boomerang needed that $1.6 million to fund its operations until later in the year, by which time Boomerang planned to have secured an additional $10 million to $15 million in an equity offering. In fact, Boomerang had been engaged in preparation and marketing of the equity offering to new investors since March 2015. Due to Parking Source's default, however, Boomerang had insufficient liquidity to complete the equity offering. Further, on or around April 21, 2015, a final arbitration award for approximately $1.517 million was issued against Boomerang resolving a dispute with Crescent Heights R&D LLC, a real estate developer, over a "rack-and-rail" parking system that it purchased from Boomerang. Boomerang made the first payment of this arbitration award on May 21, 2015, and to date, Boomerang has paid $1.3 million of the $1.517 million owed. Because of the lack of liquidity caused by Parking Source's default, Boomerang Systems and its affiliated debtors have sought Chapter 11 protection to stabilize their business so they may continue to develop and sell their innovative robotic parking systems. To effectuate the restructuring, Boomerang has obtained postpetition financing from Game Over Technology Investors, LLC, as agent for itself and other lenders, in the amount of at least $2.5 million to finance the Debtors' operations pending confirmation of a Chapter 11 plan of reorganization. First Day Motions The Debtors on the Petition Date filed motions to: -- jointly administer their Chapter 11 cases; -- continue their cash management system; -- pay sales and use taxes; -- pay employee wages and benefits; -- prohibit utilities from discontinuing service; -- maintain their existing insurance policies; -- obtain DIP financing; -- appoint The Garden City Group, Inc., as claims agent; and -- extend the time to file schedules. A copy of the affidavit in support of the first day motions is available for free at: http://bankrupt.com/misc/Saint_M_1st_Day_Affidavit.pdf About Boomerang Systems Headquartered in Morristown, New Jersey, Boomerang Systems, Inc. (OTCMKTS: BMER) through its wholly owned subsidiary, Boomerang Utah, is engaged in the design, development, and marketing of automated racking and retrieval systems for automobile parking and automated racking and retrieval of containerized self-storage units. Boomerang Systems reported a net loss of $2.66 million for the fiscal year ended Sept. 30, 2014, a net loss of $11.2 million for the year ended Sept. 30, 2013 and a net loss of $17.4 million for the year ended Sept. 30, 2012. As of March 31, 2015, the Company had $6 million in total assets, $19.5 million in total liabilities, and a $13.5 million total stockholders' deficit. Boomerang Systems, Inc., and three affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 15-11729) on Aug. 18, 2015. The Company has engaged the law firms of Togut, Segal & Segal LLP as general bankruptcy counsel, Ciardi, Ciardi & Astin as local bankruptcy counsel, and Garden City Group, LLC, as claims and noticing agent. In addition, the Company has retained the law firm Berg & Androphy, which filed a lawsuit on Aug. 18, 2015 in the Southern District of New York against the Company's defaulting lender. BOOMERANG SYSTEMS: Proposes $2.5MM Financing from Game Over ----------------------------------------------------------- Boomerang Systems, Inc., is asking the U.S. Bankruptcy Court for the District of Delaware for authority to obtain secured postpetition financing on a superpriority basis of at least $2.5 million from Game Over Technology Investors, LLC, as agent and for itself and other lenders, and use cash collateral of its prepetition lender, Parking Source LLC. The salient terms of the DIP Facility from Game Over are: * The DIP Facility will be in the amount of at least $2.5 million, of which up to $1 million will be available upon interim approval of the financing. * The Debtors are required to accomplish these milestones for the subsequent funding under the DIP facility: -- Within 5 days, the Debtors will identify key employees of the Company required to accomplish the goals set forth in the Company's business plan; -- Within 30 days, the Debtors will deliver to the DIP Agent a comprehensive business plan; -- Within 75 days, the Debtors will have received an order o the Court approving a disclosure statement in connection with a Plan; and -- Within 120 days, the Debtors will have received an order of the Court confirming the Plan. * Interest will accrue at 20% per annum, compounding daily and payable-in-kind. There will be a commitment fee of 0.75% per annum for unfunded commitments, monthly, in kind. In addition, there a facility fee in an amount equal to 3% of the aggregate amount of the DIP facility. The Debtors are obligated to pay the professional fees and expenses of the DIP Agent and DIP Lenders. * The DIP Agent will be granted first priority priming liens and senior security interests, senior to the liens of the prepetition lenders and first priority liens and security interest on unencumbered property, and junior priority liens and security interests, subject only to the payment of the carve-out for fees of the U.S. Trustee and professional fees. * The DIP facility will terminate on Dec. 21, 2015, subject to conditions. Parking Source, which is owed $13.35 million for loans provided prepetition, will receive replacement liens, junior to the liens of the DIP Lenders. Parking Source has consented to the use of cash collateral, according to the Debtors. About Boomerang Systems Headquartered in Morristown, New Jersey, Boomerang Systems, Inc. (OTCMKTS: BMER) through its wholly owned subsidiary, Boomerang Utah, is engaged in the design, development, and marketing of automated racking and retrieval systems for automobile parking and automated racking and retrieval of containerized self-storage units. Boomerang Systems reported a net loss of $2.66 million for the fiscal year ended Sept. 30, 2014, a net loss of $11.2 million for the year ended Sept. 30, 2013 and a net loss of $17.4 million for the year ended Sept. 30, 2012. As of March 31, 2015, the Company had $6 million in total assets, $19.5 million in total liabilities, and a $13.5 million total stockholders' deficit. Boomerang Systems, Inc., and three affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 15-11729) on Aug. 18, 2015. The Company has engaged the law firms Togut, Segal & Segal LLP as general bankruptcy counsel, Ciardi, Ciardi & Astin as local bankruptcy counsel, and Garden City Group, LLC, as claims and noticing agent. In addition, the Company has retained the law firm Berg & Androphy, which filed a lawsuit on Aug. 18, 2015 in the Southern District of New York against the Company's defaulting lender. BOOMERANG SYSTEMS: Wants September Schedules Deadline ----------------------------------------------------- Boomerang Systems, Inc., and its debtor-affiliates are asking the U.S. Bankruptcy Court for the District of Delaware to enter an order (i) setting a deadline 30 days after the Petition Date by which the Debtors must file their respective schedules of assets and liabilities and statements of financial affairs, and (ii) waiving the requirement to file the list of equity security holders. Joseph J. McMahon, Jr., Esq., at Ciardi, Ciardi & Astin, avers that given (a) the size and complexity of the Debtors' businesses and financial affairs, (b) the decentralized nature of the information, and (c) the critical matters that the Debtors' management and professionals were required to address prior to the commencement of the Chapter 11 cases, the requested extension for the Schedules and Statements are warranted. As to the list of equity holders, Mr. McMahon points out that Boomerang Systems is a publicly held Delaware corporation that is traded over the counter under the ticker symbol BMER. As of the Petition Date, Boomerang had 18.2 million shares of its common stock outstanding. The Debtors submit that if it becomes necessary for equity holders to file proofs of interest, the Debtors will provide them with particularized notice of the deadline and an opportunity to assert such interests. About Boomerang Systems Headquartered in Morristown, New Jersey, Boomerang Systems, Inc. (OTCMKTS: BMER) through its wholly owned subsidiary, Boomerang Utah, is engaged in the design, development, and marketing of automated racking and retrieval systems for automobile parking and automated racking and retrieval of containerized self-storage units. Boomerang Systems reported a net loss of $2.66 million for the fiscal year ended Sept. 30, 2014, a net loss of $11.2 million for the year ended Sept. 30, 2013 and a net loss of $17.4 million for the year ended Sept. 30, 2012. As of March 31, 2015, the Company had $6 million in total assets, $19.5 million in total liabilities, and a $13.5 million total stockholders' deficit. Boomerang Systems, Inc., and three affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 15-11729) on Aug. 18, 2015. The Company has engaged the law firms Togut, Segal & Segal LLP as general bankruptcy counsel, Ciardi, Ciardi & Astin as local bankruptcy counsel, and Garden City Group, LLC, as claims and noticing agent. In addition, the Company has retained the law firm Berg & Androphy, which filed a lawsuit on Aug. 18, 2015 in the Southern District of New York against the Company's defaulting lender. BOOMERANG TUBE: Committee Defends Retention of Morris Nichols ------------------------------------------------------------- The Official Committee of Unsecured Creditors in the Chapter 11 cases of Boomerang Tube, LLC, et al., responded to objections to its applications to retain Brown Rudnick LLP and Morris, Nichols, Arsht & Tunnell LLP, as its counsel, nunc pro tunc to June 19, 2015. The Committee explained that in the firms' applications, the Committee determined to provide reimbursement of the firms' defense costs if the firms were successful in defending their fees before the Court. The Committee also noted that the fee defense provisions are appropriate under Section 328(a) of the Bankruptcy Code. Andrew R. Vara, the Acting U.S. Trustee for Region 3l, objected to the application, stating that the fee defense provisions violate the Code, ignore the express directives of the U.S. Supreme Court, and are otherwise unreasonable. Cortland Capital Market Services LLC, in its capacity as administrative and collateral agent to the Term Lenders and the Term DIP Lenders, joined the objection of the U.S. Trustee to application of the Committee for an order approving the retention of Morris Nichols. The retention application provides that the hourly rates of Morris Nichols range between $305 for the most junior associate to $910 for the most senior partner. The current hourly rates of the firm's personnel are: Partners $565 - $910 Associates $305 - $525 Paraprofessionals $240 - $300 Case Clerks $150 Morris Nichols' statement in relation to the U.S. Trustee's request for additional information and disclosures is available for free at http://bankrupt.com/misc/BOOMERANGTUBE_273_morris.pdf The Committee filed a separate application to retain Brown Rudnick as lead counsel. Mark DiGirolamo, the authorized representative of Nucor Steel, a member of the Committee, stated that the Committee and Morris Nichols will work together to determine whether any routine matters may be handled more cost-effectively by other counsel or other outside counsel. About Boomerang Tube Boomerang Tube, LLC, is a manufacturer of welded Oil Country Tubular Goods ("OCTG") in the United States. OCTG are used by drillers in exploration and production of oil and natural gas and consist of drill pipe, casing and tubing. Boomerang has corporate offices in Chesterfield, Missouri and manufacturing facilities in Liberty, Texas, strategically located near major steel production centers and end-user markets. With a 487,000 square foot plant that houses two mills and heat treat lines and a contingent 119 acres, these facilities constitute the second largest alloy OCTG mill in North America. Access Tubulars, LLC, owns 81% of the equity interests in Boomerang. Boomerang Tube and its subsidiaries BTCSP LLC and BT Financing sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 15-11247) on June 9, 2015, with a deal with lenders on a balance sheet restructuring that would convert $214 million of debt to 100% of the common stock of the reorganized company. The Debtor disclosed $272,205,337 in assets and $300,375,946 in liabilities as of th Chapter 11 filing. The cases are assigned to Judge Mary F. Walrath. The Debtors tapped Young Conaway Stargatt & Taylor, LLP, as attorneys; Lazard Freres & Co. LLC, as financial advisor; and Donlin, Recano & Co., Inc., as claims and noticing agent. Boomerang Tube disclosed $272,205,337 in assets and $300,375,946 in liabilities as of the Chapter 11fiing On June 30, 2015, the Debtor filed a bankruptcy-exit plan and explanatory disclosure statement. The U.S. Trustee overseeing the Chapter 11 case appointed five creditors to serve on an official committee of unsecured creditors. The Committee is represented by Brown Rudnick LLP., and Morris, Nichols, Arsht & Tunnel LLP. BOOMERANG TUBE: Debevois & Plimpton Okayed as Transactions Counsel ------------------------------------------------------------------ The U.S. Bankruptcy Court for the District of Delaware authorized Boomerang Tube, LLC, et al., to employ Debevoise & Plimpton LLP as special corporate and transactions counsel. In a declaration of Kevin Nystrom, a chief restructuring officer, interim chief executive officer, and president of the Debtors, said that although the Debtors were seeking to retain Young Conaway Stargatt & Taylor, LLP as their general bankruptcy counsel, the Debtors have requested that Debevoise continue to represent them in connection with: i) negotiation and documentation of the Debtors' debtor-in-possession and exit financings (excluding any bankruptcy-specific matters relating to such financings); ii) negotiation and documentation of any sale transaction involving the Debtors or their assets (excluding any bankruptcy-specific matters relating to such sale); and iii) negotiation and documentation of appropriate corporate documents to consummate any plan of reorganization or sale involving the Debtors or their assets (excluding any bankruptcy-specific matters relating to such documents). My Chi To, a partner in the law firm of Debevoise, with an office at 919 Third Avenue, New York City, submitted a supplemental declaration disclosing that Debevoise and certain of its partners and associates have in the past provided and may continue to provide limited tax advice to Access Industries, Inc., in connection with these case. Debevoise is not currently providing any such tax services to Access in connection with the cases. If Debevoise were asked to provide such tax services, Debevoise expects that those services would consist of providing an explanation of the tax consequences to Access of the cases. As reported in the Troubled Company Reporter on July 22, 2015, Andrew R. Vara, Acting U.S. Trustee for Region 3, in his objection to the Debtors' application, stated that, among other things: 1. Debevoise's proposed retention concerns the Debtors' restructuring broadly and therefore is impermissible under Section 327(e) of the Bankruptcy Code. 2. The Debtors have not shown that postpetition discontinuance of prepetition discount is reasonable; and 3. Record of Debevoise's connections must be developed further. The Official Committee of Unsecured Creditors joined in the objection of the Acting U.S. Trustee. The Debtors said they have tapped Debevoise to provide services in connection with the negotiation and drafting of appropriate corporate documents with respect to the consummation of a plan of reorganization, financing and general corporate matters. Debevoise will bill at its standard hourly rates, which currently are: Billing Category Range ------- -------------- Partners $900 - $1,250 Counsel $850 - $1,065 Associates $465 - $885 Paraprofessionals $195 - $380 These professionals are expected to have primary responsibility for providing services to the Debtors: My Chi To (Partner, Business Restructuring and Workouts) $1,195 Ramya Tiller (Associate, Finance) $840 Patricia Teixeira (Associate, Finance) $825 Nick S. Kaluk, III (Associate, Business Restructuring and Workouts) $720 To the best of the Debtors' knowledge, Debevoise do not hold or represent any interest adverse to the Debtors or their estates with respect to the matters on which Debevoise is to be employed. About Boomerang Tube Boomerang Tube, LLC, is a manufacturer of welded Oil Country Tubular Goods ("OCTG") in the United States. OCTG are used by drillers in exploration and production of oil and natural gas and consist of drill pipe, casing and tubing. Boomerang has corporate offices in Chesterfield, Missouri and manufacturing facilities in Liberty, Texas, strategically located near major steel production centers and end-user markets. With a 487,000 square foot plant that houses two mills and heat treat lines and a contingent 119 acres, these facilities constitute the second largest alloy OCTG mill in North America. Access Tubulars, LLC, owns 81% of the equity interests in Boomerang. Boomerang Tube and its subsidiaries BTCSP LLC and BT Financing sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 15-11247) on June 9, 2015, with a deal with lenders on a balance sheet restructuring that would convert $214 million of debt to 100% of the common stock of the reorganized company. The Debtor disclosed $272,205,337 in assets and $300,375,946 in liabilities as of the Chapter 11 filing. The cases are assigned to Judge Mary F. Walrath. The Debtors tapped Young Conaway Stargatt & Taylor, LLP, as attorneys; Lazard Freres & Co. LLC, as financial advisor; and Donlin, Recano & Co., Inc., as claims and noticing agent. Boomerang Tube disclosed $272,205,337 in assets and $300,375,946 in liabilities as of the Chapter 11 filing. On June 30, 2015, the Debtor filed a bankruptcy-exit plan and explanatory disclosure statement. The U.S. Trustee overseeing the Chapter 11 case appointed five creditors to serve on an official committee of unsecured creditors. The Committee is represented by Brown Rudnick LLP., and Morris, Nichols, Arsht & Tunnel LLP. BOOMERANG TUBE: Gets Final OK to Pay Critical Vendors Claims ------------------------------------------------------------ The U.S. Bankruptcy Court for the District of Delaware, authorized, on a final basis, Boomerang Tube, LLC, et al., to: (i) pay certain prepetition claims of critical vendors, shippers, warehousemen and possessory lien holders; and (ii) authorize financial institutions to honor all related checks and electronic payment requests. The Debtors are authorized to use their commercially reasonable efforts to cause critical vendors to enter into a vendor agreement with the Debtors as a condition of payment of their prepetition claim. Judge Mary F. Walrath earlier gave the Debtors interim authority to pay the prepetition claims of critical vendors in the aggregate amount not to exceed $2.0 million. The Debtors were also given interim authority to pay shippers and warehousemen on account of their prepetition claims in an aggregate amount not to exceed $475,000. About Boomerang Tube Boomerang Tube, LLC, is a manufacturer of welded Oil Country Tubular Goods ("OCTG") in the United States. OCTG are used by drillers in exploration and production of oil and natural gas and consist of drill pipe, casing and tubing. Boomerang has corporate offices in Chesterfield, Missouri and manufacturing facilities in Liberty, Texas, strategically located near major steel production centers and end-user markets. With a 487,000 square foot plant that houses two mills and heat treat lines and a contingent 119 acres, these facilities constitute the second largest alloy OCTG mill in North America. Access Tubulars, LLC, owns 81% of the equity interests in Boomerang. Boomerang Tube and its subsidiaries BTCSP LLC and BT Financing sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 15-11247) on June 9, 2015, with a deal with lenders on a balance sheet restructuring that would convert $214 million of debt to 100% of the common stock of the reorganized company. The Debtor disclosed $272,205,337 in assets and $300,375,946 in liabilities as of the Chapter 11 filing. The cases are assigned to Judge Mary F. Walrath. The Debtors tapped Young Conaway Stargatt & Taylor, LLP, as attorneys; Lazard Freres & Co. LLC, as financial advisor; and Donlin, Recano & Co., Inc., as claims and noticing agent. On June 30, 2015, the Debtor filed a bankruptcy-exit plan and explanatory disclosure statement. The U.S. Trustee overseeing the Chapter 11 case appointed five creditors to serve on an official committee of unsecured creditors. The Committee is represented by Brown Rudnick LLP., and Morris, Nichols, Arsht & Tunnel LLP. BOOMERANG TUBE: Lazard Freres Approved as Investment Banker ----------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized Boomerang Tube, LLC, et al., to employ Lazard Freres & Co., LLC, as investment banker. Prior to the objection deadline, the Debtors received informal comments from the Office of the U.S. Trustee. As a result of discussions with the U.S. Trustee, the Debtors have revised the proposed order approving the application. No other objections or responses were received, and the Debtors request entry of the revised proposed order at the earliest convenience of the Court. At the behest of the U.S. Trustee, the Order provides, "This Order and the record relating to the Court's consideration of the Application shall not prejudice or otherwise affect the rights of the U.S. Trustee to challenge the reasonableness of Lazard's fees under the standard set forth in section 330 of the Bankruptcy Code. Accordingly, nothing in this Order or the record shall constitute a finding of fact or conclusion of law binding on the U.S. Trustee, on appeal or otherwise, with respect to the reasonableness of Lazard's fees based on the standard provided for in section 330 of the Bankruptcy Code." As reported in the TCR on July 9, 2015, the Debtors sought authorization to employ Lazard Freres as investment banker, nunc pro tunc to the June 9, 2015 petition date. Lazard Freres is expected to, among other things: (a) assist the Debtors in identifying and evaluating candidates for any potential Sale Transaction, advising the Debtors in connection with negotiations and aiding in the consummation of any Sale Transaction; (b) review and analyze the Debtors' business, operations and Financial projections; and (c) assist in the determination of a range of values for the Debtors on a going concern basis. The Debtors and Lazard have agreed to these terms of compensation (the "Fee Structure"): -- A monthly fee of $150,000 (the "Monthly Fee"), which will accrue and be earned commencing with the first day after Boomerang Tube, LLC or any of its controlled subsidiaries has filed a petition for relief under chapter 11 of the Bankruptcy Code (the "Monthly Fee Commencement Date") and continuing until the earlier of the completion of the Restructuring or Sale Transaction, or the termination of Lazard's engagement pursuant to Section 10. -- A fee equal to $3,000,000, payable upon the consummation of a Restructuring (the "Restructuring Fee"); provided that: - If a Restructuring is consummated pursuant to a Prepackaged Plan, or the Company completes a Liquidation, the Restructuring Fee will be $500,000; and - If the Debtors direct Lazard in writing to discontinue efforts to market and consummate a Sale Transaction after the 31st day and on or before the 60th day after execution of this Agreement, and either a Restructuring is consummated on an out-of-court basis (without significant involvement or advice from Lazard), or pursuant to a Prepackaged Plan, or the Debtors complete a Liquidation, the Restructuring Fee will be $1,500,000. - If, whether in connection with the consummation of a Restructuring or otherwise, the Debtors consummate a Sale Transaction incorporating all or a majority of the assets or all or a majority or controlling interest in the equity securities of the Debtors, a fee (the "Sale Transaction Fee") equal to the greater of (i) $3,000,000 or (ii) 1.5% of the Aggregate Consideration, as defined in Schedule I hereto. - If a Restructuring Fee and a Sale Transaction Fee are both payable under the terms of this Agreement, only the Sale Transaction Fee will be payable. -- In addition to any fees that may be payable to Lazard and, regardless of whether any transaction occurs, the Debtors will promptly reimburse Lazard for all reasonable expenses incurred by Lazard (including travel and lodging, data processing and communications charges, courier services and other expenditures) and the reasonable fees and expenses of one firm of counsel, if any, retained by Lazard. Timothy R. Pohl, managing director of Lazard Freres, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. About Boomerang Tube Boomerang Tube, LLC, is a manufacturer of welded Oil Country Tubular Goods ("OCTG") in the United States. OCTG are used by drillers in exploration and production of oil and natural gas and consist of drill pipe, casing and tubing. Boomerang has corporate offices in Chesterfield, Missouri and manufacturing facilities in Liberty, Texas, strategically located near major steel production centers and end-user markets. With a 487,000 square foot plant that houses two mills and heat treat lines and a contingent 119 acres, these facilities constitute the second largest alloy OCTG mill in North America. Access Tubulars, LLC, owns 81% of the equity interests in Boomerang. Boomerang Tube and its subsidiaries BTCSP LLC and BT Financing sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 15-11247) on June 9, 2015, with a deal with lenders on a balance sheet restructuring that would convert $214 million of debt to 100% of the common stock of the reorganized company. The Debtor disclosed $272,205,337 in assets and $300,375,946 in liabilities as of th Chapter 11 filing. The cases are assigned to Judge Mary F. Walrath. The Debtors tapped Young Conaway Stargatt & Taylor, LLP, as attorneys; Lazard Freres & Co. LLC, as financial advisor; and Donlin, Recano & Co., Inc., as claims and noticing agent. Boomerang Tube disclosed $272,205,337 in assets and $300,375,946 in liabilities as of the Capter 11fiing On June 30, 2015, the Debtor filed a bankruptcy-exit plan and explanatory disclosure statement. The U.S. Trustee overseeing the Chapter 11 case appointed five creditors to serve on an official committee of unsecured creditors. The Committee is represented by Brown Rudnick LLP., and Morris, Nichols, Arsht & Tunnel LLP. BOOMERANG TUBE: Obtains Final Approval of $145-Mil. DIP Financing ------------------------------------------------------------------ The U.S. Bankruptcy Court for the District of Delaware gave Boomerang Tube, LLC, et al., final authority to obtain postpetition financing in the amount of up to $145,000,000 and use cash collateral securing their prepetition indebtedness. The postpetition financing would consist of a $60 million new-money term loan provided by a group of prepetition term lenders and an asset-based loan of up to $85 million from Wells Fargo Capital Finance, LLC, and Bank of America, N.A. Cortland Capital Market Services LLC would serve as administrative agent on the term loan, while WFCF would serve as administrative agent on the ABL. The Term DIP Lenders have agreed to fund $60 million in new money and the ABL DIP Lenders have agreed to allow the use of cash collateral to permit the Debtors to operate and fund administrative expenses pending confirmation of a chapter 11 plan and to advance up to $85 million under the ABL DIP Facility. The Official Committee of Unsecured Creditors objected to the final approval of the motion, stating that the DIP financing, if approved, would serve only the interests of DIP lenders, placing Access Tubulars, LLC, and its affiliates, and Black Diamond in effective control of these cases and, to all other parties in interest, benefiting them alone. Access, the Debtors' private equity sponsor, in response, asserted that it will continue to support a consensual plan whereby unsecured creditors will receive a recovery, and Access encourages the steering committee of Term Loan lenders and the Committee to put away their litigation arsenal and focus on how reorganized Boomerang can promptly emerge from Chapter 11 and thrive for the benefit of the many employees and stakeholders that depend on it. Cortland Capital Market Services LLC, the collateral agent of the Term Dip Lenders, responded to the Committee's objection, stating that without the DIP funding, the Debtors would be forced to shut their doors and liquidate. The Term DIP Lenders are undertaking a significant amount of risk by infusing an additional $60,000,000 of capital in the Company, a risk that justifies the pricing and protections required by the Term Dip Lenders, Cortland told the Court. The Debtors, also in response to the Committee, argued that they strongly believed that an out-of-court restructuring was the best way to inject new capital in the business, restructure their balance sheet and maximize value for the benefit of all stakeholders. To that end, Access offered to make a substantial new equity investment as part of an out-of-court transaction conditioned on a significant reduction of the Term Loan Facility, continuation of the ABL Facility on modified terms, and full payment of general unsecured creditors, the Debtors said. The Debtors are represented by: Robert S. Brady, Esq. Edmon L. Morton, Esq. Sean M. Beach, Esq. Margaret Whiteman Greecher, Esq. Ryan M. Bartley, Esq. YOUNG CONAWAY STARGATT & TAYLOR, LLP Rodney Square 1000 North King Street Wilmington, Delaware 19801 Tel: (302) 571-6600 Fax: (302) 571-1253 Email: rbrady@ycst.com emorton@ycst.com sbeach@ycst.com mgreecher@ycst.com rbartley@ycst.com The Committee of Unsecured Creditors is represented by: Derrek C. Abbot, Esq. Curtis S. Miller, Esq. Matthew R. Koch, Esq. MORRIS,NICHOLS, ARSHT & TUNNEL LLP 1201 North, Market Place, Suite 1600 Wilmington, Delaware, 19801 Tel: (302) 658-9200 Fax: (302) 425-4664 Email: dabbott@mnat.com cmiller@mnat.com mkoch@mnat.com -- and -- Steven D. Pohl, Esq. Sunni P. Beville, Esq. Brian T. Rice, Esq. BROWN RUDNICK LLP One Financial Center Boston, Massachusetts 02111 Tel: (617) 856-8200 Fax: (617) 289-0433 Email: spohl@brownrudnick.com sbeville@brownrudnick.com brice@brownrudnick.com -- and -- Bennet S. Silverberg, Esq. BROWN RUDNICK LLP Seven Times Square New York, New York 10036 Tel: (212) 209-4800 Fax: (212) 209-4801 Email: bsilverberg@brownrudnick.com Access Tubulars, LLC, Access Tubular Lender LLC, and Access Tubular Investments LLC is represented by: L. Katherine Good, Eqs. WHITEFORD, TAYLOR & PRESTON LLC The Renaissance Center 405 North King Street, Suite 500 Wilmington, Delaware 19801 Tel: (302) 353-4144 Fax: (302) 661-7950 Email: kgood@wtplaw.com -- and -- Susheel Kirpalani, Esq. Rex Lee, Esq. Daniel Holzman, Esq. Kate Scherling, Esq. QUINN EMANUEL URQUHART & SULLIVAN, LLP 51 Madison Avenue New York, New York 10010 Tel: (212) 849-7000 Fax: (212) 849-7100 Email: susheelkirpalani@quinnemanuel.com rexlee@quinnemanuel.com danielholzman@quinnemanuel.com katescherling@quinnemanuel.com Cortland Capital Market Services LLC is represented by: William E. Chipman Jr., Esq. CHIPMAN BROWN CICERO & COLE, LLP 1007 North Orange Street, Suite 1110 Wilmington, Delaware 19801 Tel: (302) 295-0191 Fax: (302) 295-0199 Email: chipman@chipmanbrown.com -- and -- Michael C. Rupe, P.C., Esq. Christopher G. Boies, P.C., Esq. KING & SPALDING LLP 1185 Avenue of the Americas New York, New York 10036 Tel: (212) 556-2135 Fax: (212) 556-2222 Email: cboies@kslaw.com mrupe@kslaw.com -- and -- W. Austin Jowers, P.C., Esq. KING & SPALDING LLP 1180 Peach Tree Atlanta Georgia 30309 Tel: (404) 572-4600 Fax: (404) 572-5100 Email: wjowers@kslaw.com About Boomerang Tube Boomerang Tube, LLC, is a manufacturer of welded Oil Country Tubular Goods ("OCTG") in the United States. OCTG are used by drillers in exploration and production of oil and natural gas and consist of drill pipe, casing and tubing. Boomerang has corporate offices in Chesterfield, Missouri and manufacturing facilities in Liberty, Texas, strategically located near major steel production centers and end-user markets. With a 487,000 square foot plant that houses two mills and heat treat lines and a contingent 119 acres, these facilities constitute the second largest alloy OCTG mill in North America. Access Tubulars, LLC, owns 81% of the equity interests in Boomerang. Boomerang Tube and its subsidiaries BTCSP LLC and BT Financing sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 15-11247) on June 9, 2015, with a deal with lenders on a balance sheet restructuring that would convert $214 million of debt to 100% of the common stock of the reorganized company. The cases are assigned to Judge Mary F. Walrath. The Debtors tapped Young Conaway Stargatt & Taylor, LLP, as attorneys; Lazard Freres & Co. LLC, as financial advisor; and Donlin, Recano & Co., Inc., as claims and noticing agent. BOOMERANG TUBE: Zolfo Cooper OK'd to Provide Mgt. Services ---------------------------------------------------------- The Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the District of Delaware authorized Boomerang Tube, LLC, et al., to employ Zolfo Cooper Management, LLC to: -- provide interim management services; -- designate Kevin Nystrom as chief restructuring officer, interim executive officer and president for the Debtors, nunc pro tunc to the Petition Date; and -- provide certain associate directors to assist the CRO, Interim CEO and president. Mr. Nystrom will continue to serve as the Debtors' CRO, interim CEO, and president, and Zolfo Cooper will assign associate directors to perform other services as needed pursuant to the agreement. Zolfo Cooper and Mr. Nystrom will lead the Debtors' restructuring efforts as directed by the Debtors' Board of Directors. Some of the specific responsibilities will include: (a) leading and directing the implementation of the Debtors' business plan; (b) meeting and negotiating with creditors and their advisors; (c) evaluating restructuring alternatives; (d) reviewing and modifying the 13-week cash flow forecast and long-term business plan; (e) continued development of a Chapter 11 plan and obtaining confirmation of a Chapter 11 plan; and (f) such other restructuring areas and issues as are customarily performed by a chief restructuring officer, chief executive officer and president. As set forth in the Agreement, Zolfo Cooper's, Mr. Nystrom's, and the Associate Directors' compensation will consist of: -- Standard Hourly Rates: Zolfo Cooper's fees for the services will be based on the hours charged at their standard hourly rates that are in effect when the services are rendered; Zolfo Cooper's rates generally are revised semiannually. The billing rates for professionals who may be assigned to This engagement in effect as of Jan. 1, 2015, are: Managing Directors $775 - $925 Associate Directors $265 - $770 Support Personnel $60 - $310 -- Expenses: Reimbursement of Mr. Nystrom, Associate Directors, and Zolfo Cooper's reasonable out-of-pocket expenses including, but not limited to, costs of travel, reproduction, legal counsel (including legal counsel retained to draft and enforce the Agreement), any applicable state sales or excise tax, and other direct expenses. -- Advance Payments: The Debtors provided prepetition advance payments throughout the course of the prepetition engagement. Zolfo Cooper applied prepetition fees and expenses against the advance payments. -- Retainer: The Debtors provided a prepetition retainer of $100,000. Mr. Nystrom, managing director of Zolfo Cooper, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. About Boomerang Tube Boomerang Tube, LLC, is a manufacturer of welded Oil Country Tubular Goods ("OCTG") in the United States. OCTG are used by drillers in exploration and production of oil and natural gas and consist of drill pipe, casing and tubing. Boomerang has corporate offices in Chesterfield, Missouri and manufacturing facilities in Liberty, Texas, strategically located near major steel production centers and end-user markets. With a 487,000 square foot plant that houses two mills and heat treat lines and a contingent 119 acres, these facilities constitute the second largest alloy OCTG mill in North America. Access Tubulars, LLC, owns 81% of the equity interests in Boomerang. Boomerang Tube and its subsidiaries BTCSP LLC and BT Financing sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 15-11247) on June 9, 2015, with a deal with lenders on a balance sheet restructuring that would convert $214 million of debt to 100% of the common stock of the reorganized company. The Debtor disclosed $272,205,337 in assets and $300,375,946 in liabilities as of th Chapter 11 filing. The cases are assigned to Judge Mary F. Walrath. The Debtors tapped Young Conaway Stargatt & Taylor, LLP, as attorneys; Lazard Freres & Co. LLC, as financial advisor; and Donlin, Recano & Co., Inc., as claims and noticing agent. Boomerang Tube disclosed $272,205,337 in assets and $300,375,946 in liabilities as of the Capter 11fiing On June 30, 2015, the Debtor filed a bankruptcy-exit plan and explanatory disclosure statement. The U.S. Trustee overseeing the Chapter 11 case appointed five creditors to serve on an official committee of unsecured creditors. The Committee is represented by Brown Rudnick LLP., and Morris, Nichols, Arsht & Tunnel LLP. CAL DIVE: Akin Gump Says BofA's Bid to Disallow Fees Misplaced -------------------------------------------------------------- Bank of America NA's motion to disallow about $397,000 in fees and expenses is misplaced and reflects frustration with in the Chapter 11 case of Cal Dive International, Inc., Jim Christie at Reuters reports, citing Akin Gump Strauss Hauer & Feld. According to Reuters, Akin Gump defended on Aug. 17, 2015, its billings in the Cal Dive case. Reuters relates that Bank of America, the agent for Cal Dive's debtor-in-possession lenders, called for the cuts and holding Akin Gump's compensation and expenses in Cal Dive's Chapter 11 case to roughly $576,500. About Cal Dive Houston, Texas-based marine contractor Cal Dive International, Inc., provides manned diving, pipelay and pipe burial, platform installation and salvage, and light well intervention services to the offshore oil and natural gas industry on the Gulf of Mexico OCS, Northeastern U.S., Latin America, Southeast Asia, China, Australia, West Africa, the Middle East, and Europe. Cal Dive and its U.S. subsidiaries filed simultaneous voluntary petitions (Bankr. D. Del. Lead Case No. 15-10458) on March 3, 2015. Through the Chapter 11 process, the Company intends to sell non- core assets and intends to reorganize or sell as a going concern its core subsea contracting business. Cal Dive disclosed total assets of $571 million and total debt of $411 million as of Sept. 30, 2015. The Debtors tapped Richards, Layton & Finger, P.A., as counsel, O'Melveny & Myers LLP, as co-counsel; Jones Walker Jones Walker LLP as corporate counsel; and Kurtzman Carson Consultants, LLC, as claims and noticing agent. The Debtors also tapped Carl Marks Advisory Group LLC as crisis managers and appoint F. Duffield Meyercord as chief restructuring officer. The U.S. Trustee for Region 3 amended the committee of unsecured creditors in the case from five-member committee to four members. The Committee retained Akin Gump Strauss Hauer & Feld LLP and Pepper Hamilton LLP as co-counsel; and Guggenheim Securities, LLC as exclusive investment banker. Cal Dive Offshore Contractors, Inc., disclosed total assets of $233,273,806 and $311,339,932 in liabilities as of the Chapter 11 filing. CARETRUST REIT: Moody's Revises Outlook to Pos. & Affirms B2 CFR ---------------------------------------------------------------- Moody's Investors Service revised the outlook of CareTrust REIT, Inc. to positive from stable. In addition, Moody's affirmed the B2 corporate family rating and B2 senior unsecured rating. RATINGS RATIONALE This rating action follows the announcement that CareTrust is under contract to purchase a portfolio of 14 skilled nursing and senior housing assets in Ohio for $175 million from Liberty Nursing Centers. This transaction, along with other accretive acquisitions executed over the past 12 months, is expected to meaningfully reduce the REIT's tenant concentration with Ensign to below 70% of revenues, a distinct credit positive. In addition, because all acquisitions to date have been primarily funded with cash or equity, the company's key credit metrics are expected to improve materially. Leverage, as defined by Net Debt/EBITDA, is expected to decline to below 6.0x from 6.6x at 2Q15, while Fixed Charge Coverage is expected to increase to above 2.5x from 2.3x at 2Q15. CareTrust has grown significantly in the past year, and Moody's anticipates that the company will continue to actively pursue acquisitions. The company recently refinanced its existing secured revolving credit facility with a new $300 million unsecured revolving credit facility, which matures in August 2019 with two six-month extension options and an accordion feature allowing for an additional $200 million of capacity. This new facility unencumbered a significant portion of the portfolio and should provide the company with more financial flexibility to seek out new investment opportunities and continue to grow. Moody's expects that all future acquisitions will be funded with a conservative mix of debt and equity. The positive outlook reflects CareTrust's current and expected improvement in tenant concentration and credit metrics, which we anticipate will help the company achieve Moody's stated criteria for an upgrade. The REIT has executed or announced a number of acquisitions this year, all of which represent new operator relationships. The positive outlook also reflects the successful integration of these acquisitions and in particular that of the Liberty portfolio, which will be run by a new operator Pristine Senior Living. Moody's stated that an upgrade would result from increased size in gross assets to above $800 million, Net Debt/EBITDA below 5.5x, a reduction in tenant concentration such that no tenant represents >80% of revenues, fixed charge coverage above 2.5x and effective leverage below 50% of gross assets. A downgrade would be likely should the company experience a substantial deterioration in EBITDAR coverage ratios on a sustained basis, fixed charge coverage below 2.0x on a sustained basis and/or material increases in secured debt could create subordination and pressure on the senior unsecured debt rating. Moody's last rating action with respect to CareTrust REIT was on May 13, 2014 when Moody's assigned a first time issuer rating and senior unsecured rating with a stable outlook. CareTrust REIT, Inc specializes in the ownership and management of triple-net leased senior housing facilities in the western U.S. As of 2Q15 CareTrust's portfolio consisted 107 real estate properties located in twelve states. The company's gross asset value as of 2Q15 was $626 million. The principal methodology used in these ratings was Global Rating Methodology for REITs and Other Commercial Property Firms published in July 2010. CASA MEDIA: Needs Until Oct. 11 to File Plan -------------------------------------------- Casa Media Partners, LLC and Casa en Denver, Inc., ask the United States Bankruptcy Court for Southern District of Florida, Miami Division, for a 60-day extension of their exclusive periods to file a disclosure statement and plan and solicit and obtain acceptances of that plan. Specifically, the Debtors ask the Court to extend until Oct. 11, 2015, their exclusive period to file a plan and until Dec. 11, 2015, their exclusive period to solicit acceptances of that plan. In an agreed motion, the Debtors relate that they and Bank of Commerce have been involved in substantive settlement discussions stemming from an in-person settlement conference held between the Parties. Due to the nature and size of Bank of Commerce's claim as a secured creditor, potential settlement terms could involve the avoidance of claims or, altogether, negate the necessity for bankruptcy protection. Casa Media Partners, LLC, and Casa en Denver, Inc., are represented by: Kristopher E. Aungst, Esq. Michael C. Foster, Esq. TRIPP SCOTT, P.A. 110 S.E. 6th Street, 15th Floor Fort Lauderdale, FL 33301 Tel: 954-525-7500 Fax: 954-761-7500 Email: kea@trippscott.com mcf@trippscott.com About Casa Media Casa Media Partners, LLC, and Casa en Denver, Inc. commenced Chapter 11 bankruptcy cases (Bankr. S.D. Fla. Case Nos. 15-16741 and 15-16746) in Miami, Florida on April 15, 2015. The petition was signed by Juan Salvador Gonzalez, the chief financial officer. Judge Hon. Robert A Mark presides over the cases. The Debtors are represented by Kristopher Aungst, Esq., at Tripp Scott, P.A., as their counsel. According to the docket, the deadline to file claims for governmental units is on Oct. 13, 2015. CHARTER SCHOOL OF BOYNTON: S&P Cuts Rating on 2012A/B Bonds to 'D' ------------------------------------------------------------------ Standard & Poor's Ratings Services lowered its long-term rating to 'D' from 'CC' on Boynton Beach, Fla.'s series 2012A tax-exempt and 2012B taxable revenue bonds, issued for and supported by the Charter School of Boynton Beach. "The downgrade reflects the school's missed payments on its bonds due June 1, 2015," said Standard & Poor's credit analyst Carolyn McLean. The fully funded debt service reserve fund funded previous payments as well as legal fees and other fees associated with the closure of the school. The charter authorizer, the School District of Palm Beach, voted unanimously to revoke the school's charter on July 30, 2014. The charter revocation is based on Florida State statute that requires the sponsor to terminate a school's charter if the school receives a grade of 'F' for two consecutive years and has been in operation for more than five years. The Charter School of Boynton Beach had a score of 'F' for the 2012-2013 and 2013-2014 school years. S&P expected that the bonds would likely default within the 24 months of closure given that the charter school no longer had access to operating revenue once the charter was revoked. CITIZENS FINANCIAL: Fitch Affirms 'BB-' Preferred Stock Rating -------------------------------------------------------------- Fitch Ratings has affirmed the long-term and short-term Issuer Default Ratings (IDRs) of Citizens Financial Group, Inc. (CFG) and its subsidiaries at 'BBB+' and 'F2', respectively. The Rating Outlook is Stable. CFG's Viability Rating (VR) has also been affirmed at 'bbb+'. CFG is an indirect subsidiary of the Royal Bank of Scotland Group plc (RBS), rated 'BBB+' by Fitch. Following last year's initial public offering (IPO), and subsequent stock repurchase activity, RBS' remaining ownership interest in CFG has declined to 20.9%. Reflecting the planned separation from RBS, to be completed by year-end (YE) 2016, and the diminishing ownership interest, Fitch has downgraded CFG's Support Rating to '5' from '2' indicating that support can no longer be relied upon. The downgrade in Support ratings had no impact on any of CFG's other ratings as its ratings are based on its stand-alone strength. KEY RATING DRIVERS VRs, IDRs and Senior Unsecured Debt The affirmation of CFG's IDR and VR is driven by the entity's good capital profile, improving asset quality, and attractive deposit franchise in its core operating footprint. Fitch views favorably CFG's capital targets, including a Tier 1 common equity ratio of 11% over the near term. However, over the longer term Fitch expects capital will be managed lower given higher targeted pay-out goals, though the company plans to maintain a cushion over regulatory minimums until its performance is relatively in line with peers. Additionally, CFG's historical loan losses tend to track around the large regional peer averages, but asset quality has improved since the financial crisis. CFG continues to report good capital ratios with Common Equity Tier 1 ratio of 11.8%, at the end of second quarter 2015 (2Q'15), down approximately 4 basis points (bps) on a linked-quarter basis due primarily to some balance sheet growth. This and other capital ratios compare favourably relative to large regional bank peer averages. As noted, Fitch expects CFG's capital ratios will decrease over time, but believes the company will remain appropriately capitalized for its risk profile. CFG's asset quality continues to improve in terms of Fitch-calculated nonperforming assets (NPAs) and the steady run-off of non-core assets. CFG's Fitch-calculated NPA ratio at the end 1Q'15 was 2.16%, an improvement from 3.04% recorded at the YE2010. Though improved, CFG's NPAs, both including and excluding TDRs, are moderately higher than the large regional peer average, primarily attributed to large balances of residential mortgage and home equity problem assets, which have improved with higher home prices nationally, and are largely first lien secured. Additionally, CFG's funding profile is considered somewhat weaker relative to large regional peer averages given a higher loan to deposit ratio, and higher portion of short-term borrowings. However, Fitch notes deposit costs hover around large regional peer averages, and CFG, since becoming public, has demonstrated successful access to the capital markets through recent debt raising activities. It is also noteworthy that CFG maintains a strong presence in its core operating footprint, ranking in the top three for deposit market share in Rhode Island, New Hampshire, Massachusetts, and Pennsylvania. Such solid positioning in its operating footprint has transitioned into a favorable cost of funds relative to large regional peer averages. CFG's strengths are primarily offset by its comparatively weaker earnings profile. CFG's reported return on assets (ROA) in 2Q'15 was 56bps, well below the large regional peer average of approximately 100bps. Profitability in the past has been impacted by the lack of investment in the franchise given issues at the parent company. CFG's profitability continues to lag large regional peers due primarily to lower loan yields, as well as lower relative contribution from fee income lines of business. Further, fixed costs remain relatively high due to the company's sizable retail banking operations. Following CFG's 2014 IPO, management outlined a number of key initiatives aimed at improving profitability. Given the earnings differential between CFG and its large regional peers, Fitch expects CFG's earnings will not converge to peer averages over the near-to-medium term time horizon without a meaningful increase in short-term interest rates. Recent strategic objectives aimed at improving fee income may aid the company's earnings profile over time as well. Fitch notes that CFG's balance sheet is fairly asset sensitive and well-positioned to aid earnings, should short-term interest rates meaningfully rise. Fitch expects that CFG may be well positioned under a rising rate scenario with a greater ability to manage its deposit costs given the make-up of the deposit footprint; however, there is still a great deal of uncertainty regarding depositor behavior under higher rates. As the company continues the process of separating from the Royal Bank of Scotland (rated 'BBB+'), its strategy has shifted. Going forward, CFG's strategy includes greater focus on expanding its consumer lending capabilities and continuing momentum in commercial lending noted above, while at the same time trying to improve efficiencies and enhance returns. Fitch does not view CFG's separation from RBS as having a material impact on the company's franchise and profile. CFG's strategy historically relied more on the strength of its regional footprint, as opposed to cross selling into RBS' international clients in the U.S. Further, CFG branding remained distinct from RBS, and at times, its growth was curtailed by idiosyncratic issues at its parent. SUPPORT RATING Prior to the divesture, CFG's Support Rating was based on Institutional Support from RBS. Given the limited interest (20.9%) in CFG now owned by RBS, Fitch has changed the Support Rating from Institutional Support to Sovereign Support. CFG's Support Rating has been downgraded to '5' from '2' reflecting the view that support can no longer be relied upon. The IDRs and VRs do not incorporate any support. Fitch has assigned a Support Rating Floor of 'No Floor' as the company's support rating is now based on Sovereign Support, and no longer considered Institutional Support. In Fitch's view, CFG is not systemically important and therefore, the probability of support is unlikely. SUBORDINATED DEBT AND OTHER HYBRID SECURITIES CFG's subordinated debt is notched one level below its VR. CFG's preferred stock is notched five levels below its VR. These ratings are in accordance with Fitch's criteria and assessment of the instruments' non-performance and loss severity risk profiles. Thus, these ratings have been affirmed due to the affirmation of the VR. CFG's subordinated debt is notched two times from the VR for loss severity, and two times for non-performance. Conversely, CFG's preferred stock is notched two times from the VR for loss severity, and three times for non-performance. LONG- AND SHORT-TERM DEPOSIT RATINGS The uninsured deposit ratings of Citizens Bank, N.A. and Citizens Bank of Pennsylvania are rated one notch higher than CFG's IDR and senior unsecured debt because U.S. uninsured deposits benefit from depositor preference. U.S. depositor preference gives deposit liabilities superior recovery prospects in the event of default. HOLDING COMPANY The IDR and VR of CFG are equalized with its two operating companies, Citizens Bank, N.A. and Citizens Bank of Pennsylvania, reflecting its role as a bank holding company, which is mandated in the U.S. to act as a source of strength for its bank subsidiaries. RATING SENSITIVITIES VR, IDRs and Senior Unsecured Debt Fitch views CFG's VR as currently well-situated at their current levels, and likely to remain as such over the near term. Going forward, positive rating momentum could emerge should management continue to execute on its strategic initiatives and enhance its franchise in key markets and products. The key to this would be whether execution of these strategies results in improved profitability commensurate with higher rated peers. Coupled with strategic execution and improved profitability, positive rating momentum would incorporate an expectation that CFG maintains sound asset quality and solid capital levels, consistent with higher rated peers. Negative rating action could arise should medium- to long-term earnings remain below peer averages. An inability by management at CFG to align the company's earnings profile with large regional averages would suggest a lack of execution and, thus, present negative rating pressure. Fitch believes CFG's earnings are likely to remain below peer averages over the near term, which is why the ratings are more sensitive to longer-term factors. In addition, Fitch views CFG's capital levels as a relative rating strength, therefore, any a material reduction in capital levels which is not offset by internal capital generation would be a negative rating sensitivity. Additionally, deterioration in asset quality or aggressive reductions in capital ratios are factors that could lead to negative ratings pressure. Current ratings reflect Fitch's view that there will continue to be some declines in CFG's capital profile, though that it will be maintained at generally above peer levels to compensate for lower capital generation capabilities. Although CFG passed its most recent CCAR and DFAST reviews, Fitch notes the company did fail its initial CCAR review during 2014 based on qualitative factors, and thus its ratings are sensitive should it not pass either quantitatively or qualitatively. SUPPORT Since CFG's Support and Support Rating Floors are now '5' and 'NF', respectively, there is limited likelihood that these ratings will change over the foreseeable future. SUBORDINATED DEBT AND OTHER HYBRID SECURITIES The ratings for CFG and its operating companies' subordinated debt and preferred stock are sensitive to any change to CFG's VR. LONG- AND SHORT-TERM DEPOSIT RATINGS The long-and short-term deposit ratings for Citizens Bank, N.A. and Citizens Bank of Pennsylvania are sensitive to any change to CFG's long- and short-term IDR. SUBSIDIARY AND AFFILIATED COMPANIES The IDRs and VRs of Citizens, N.A. and Citizens Bank of Pennsylvania are equal to those of CFG, therefore they are broadly sensitive to the same considerations that might affect CFG's IDR and VR. HOLDING COMPANY Fitch could notch the holding company's ratings from the operating companies if holding company liquidity were to deteriorate materially, and raise concerns relative to the parent's ability to meet its obligations. Fitch has taken these rating actions: Citizens Financial Group, Inc. -- Long-term IDR affirmed at 'BBB+'; Outlook Stable; -- Short-term IDR affirmed at 'F2'; -- Viability rating affirmed at 'bbb+'; -- Subordinated debt affirmed at 'BBB'; -- Preferred stock affirmed at 'BB-'; -- Support rating downgraded to '5' from '2'. -- Support rating floor assigned at 'NF.' Citizens, NA -- Long-term IDR affirmed at 'BBB+'; Outlook Stable; -- Short-term IDR affirmed at 'F2'; -- Viability rating affirmed at 'bbb+'; -- Support rating downgraded to '5' from '2'; -- Long-term deposits affirmed at 'A-'; -- Senior unsecured affirmed at 'BBB+'; -- Short-term deposits affirmed at 'F2'; -- Support rating floor assigned at 'NF.' Citizens Bank of Pennsylvania -- Long-term IDR affirmed at 'BBB+'; Outlook Stable; -- Short-term IDR affirmed at 'F2'; -- Viability rating affirmed at 'bbb+'; -- Support rating downgraded to '5' from '2'; -- Long-term deposits affirmed at 'A-'; -- Short-term deposits affirmed at 'F2'; -- Support rating floor assigned at 'NF.' COCO BEACH: Bank, U.S. Trustee Object to Sale of Property --------------------------------------------------------- Guy G. Gebhardt, Acting U.S. Trustee for Region 21, Banco Popular de Puerto Rico, and the Puerto Rico Tourism Development Fund oppose Coco Beach Golf's motion to sell its property and asked the United States Bankruptcy Court for the District of Puerto Rico to deny approval of the sale. The U.S. Trustee asserts that the Motion to Sell is unclear as to what will happen to the carcass of the Debtor if the sale is consummated, whether there is a carve-out being considered for the benefit of unsecured creditors, and whether the Debtor will be seeking conversion, dismissal, or a liquidated plan, after the sale. The property to be sold is subject to a $26,400,000 million bond-issuing government loan now in default at $32,600,000, which will be paid by all taxpayers. Under the circumstances, the Debtor has not established that the price to be paid for the real property is fair and reasonable, the U.S. Trustee further asserts. BPPR, as Trustee of the bondholders of the Tourism Revenue Refunding Bonds, 2011 Series A of Puerto Rico Industrial, Tourist, Educational, Medical and Environmental Control Facilities Financing Authority, complains that it was not notified of the petition nor of the Motion to Sell the Property. BPPR joins the U.S. Trustee's Objection and Opposition principally due to the Debtor's failure to notify BPPR of the petition and the proposed disposition of the bondholders' collateral. The Debtor, in response to the U.S. Trustee's objection, argued that the Sale satisfies the "sound business purpose test," is a proper exercise of its business judgment, and is in the best interest of the estate. The operations of the Golf & Country Club are no longer sustainable, thus the Sale will ensure that the continuance of the operations of the Golf & Country Club, avoiding the closing of the Golf & Country Club, maintaining jobs in Puerto Rico's depressed economy and will inure to the benefit of the estate and the Commonwealth of Puerto Rico, the Debtor tells the Court. Certainly, waiting to sell the Golf & Country Club under a plan will be detrimental to all creditors, parties in interest and to the bankruptcy estate, the Debtor argues. The Debtor, in response to TDF's opposition, explains that it has provided TDF with the information requested thereby during the meeting held on July 28, 2015 and will work in conjunction therewith for an expeditious resolution of the case, with the best interest of all parties in interest in mind, including those of the Commonwealth of Puerto Rico of boosting its economy by promoting economic development, tourism and generating jobs. The Debtor is represented by: Charles A. Cuprill-Hernández, Esq. CHARLES A. CUPRILL, P.S.C., LAW OFFICES 356 Fortaleza Street - Second Floor San Juan, PR 00901 Tel: (787) 977-0515 Fax: (787) 977-0518 E-Mail: ccuprill@cuprill.com Banco Popular de Puerto Rico is represented by: Jorge I. Peirats, Esq. PIETRANTONI MENDEZ & ALVAREZ LLC Banco Popular Center, 19th Floor 208 Ponce de León Avenue San Juan, Puerto Rico 00918 Tel: (787) 274-1212 Fax: (787) 274-1470 Email: jpeirats@pmalaw.com About Coco Beach Golf Coco Beach Golf & Country Club, S.E., owner of a first class golf and country club in Rio Grande, Puerto Rico, currently operating under the name of Trump International Golf Club Puerto Rico, sought Chapter 11 protection (Bankr. D.P.R. Case No. 15-05312) in Old San Juan, Puerto Rico, on July 13, 2015, and immediately filed a motion seeking to sell most of the assets for $2.04 million in cash to OHorizons Global, LLC, subject to higher and better offers. Charles Alfred Cuprill, Esq., at Charles A Cuprill, P.S.C. Law Offices, serves as counsel to the Debtor. COMARK INC: Pacific West Acquires Business & Assets --------------------------------------------------- Pacific West Commercial Corporation, an affiliate of Vancouver-based Stern Partners Inc., on Aug. 20 announced the closing of the previously announced acquisition of the business and assets of Comark Inc. Comark, a leading Canadian specialty fashion retailer serving customers through its 300 stores operating under the Ricki's, Bootlegger and cleo banners, had sales of approximately $344 million in its fiscal year ended 2015. As a result of the acquisition, Comark's retail banners will carry on business as separate affiliates of Stern Partners. The new owners have offered jobs to nearly all of Comark's more than 3,000 employees. Terms were not disclosed by the private parties. "We are excited about the future prospects of Ricki's, Bootlegger and cleo and the specialty retail fashion market in Canada," said Ronald N. Stern, President of Stern Partners. "We are confident in the underlying business and believe that, with Comark's liquidity issues behind it, the business is poised for success. We are excited about growing the business with the companies' valued employees, customers and suppliers across Canada. We also wish to welcome the employees to our group. The strong employee talent pool represents one of the key elements that attracted us to this acquisition." Stern Partners has significant retail experience with controlling interests in two national retailers, Warehouse One and Urban Barn. Additional information about Warehouse One and Urban Barn can be found at www.warehouseone.com and www.urbanbarn.com Comark President and CEO Gerry Bachynski said: "I'm pleased that the purchase means almost all of the Ricki's, Bootlegger and cleo stores across Canada are remaining open, and I'm equally pleased that substantially all of our dedicated employees continue to have the opportunity to work with the new Canadian owners." Mr. Bachynski will continue in a senior leadership position with the business. "I wish to again thank our loyal employees, customers and suppliers for continuing to support us as we exit the restructuring process. I believe Stern Partners will be a great owner for this business due to its significant retail experience, its Canadian heritage and its commitment to building growth and value with a long-term investment horizon." A portion of the cash proceeds received by the Company on closing of the acquisition will be used to satisfy amounts owing to the Company's secured lender, Salus Capital Partners. The remainder of those proceeds are being held by Alvarez & Marsal Canada Inc., the Companies' Creditors Arrangement Act ("CCAA") Court-appointed monitor. Any remaining proceeds, after customary adjustments for working capital and other items, would be available for unsecured creditors. Pacific West's legal and financial advisors included Fasken Martineau DuMoulin LLP, Lawson Lundell LLP, and PricewaterhouseCoopers. In addition to Alvarez & Marsal, Comark's legal and financial advisors included Osler, Hoskin, Hoskin & Harcourt LLP, Houlihan Lockey and KPMG. Goodmans LLP acted as legal counsel to Alvarez & Marsal and Aird & Berlis LLP acted as legal counsel to Salus. Additional information regarding the Company's CCAA proceedings, including court materials, is publicly available on the Monitor's website at www.alvarezandmarsal.com/comark-inc About Stern Partners Stern Partners -- http://www.sternpartners.com-- is the lead investor in a diverse range of operating companies across a variety of industries, including multi-location retailing, manufacturing, distribution, packaging, publishing and printing, environmental services, real estate and other investments. Stern's current investments include over 14 stand-alone businesses with annual revenues ranging from $20 million to $300mm. The group has significant retail investing experience in Canada with interests in two national retailers, Warehouse One and Urban Barn. About Comark Inc. Comark -- http://www.comark.ca-- is one of Canada's leading specialty apparel retailers. Established in 1976, the Company today has approximately 300 stores operating under three divisions: Ricki's, Bootlegger and cleo. Comark stores are located in shopping malls, big box power centres and strategic suburban plazas across Canada. The Company's long history throughout the country has fostered tremendous customer loyalty within each division's target market. Each of the divisions targets a segment of Comark's clearly defined customer base, ranging from young adults to the New50 Woman, with a mix of exclusive private-label and nationally branded products. CONGREGATION BIRCHOS: Agrees to Provide Adequate Protection to TCF ------------------------------------------------------------------ Congregation Birchos Yosef asks the United States Bankruptcy Court for the Southern District of New York to approve a stipulation under which the Debtor agrees to have the automatic stay modified to provide additional adequate protection to TCF Equipment Finance. TCF Equipment Finance previously filed a motion to vacate the automatic stay in relation to the collateral securing the loan it granted to the Debtor. In its Motion, TCF asserted that the Debtor is delinquent under Note #1 and Note #2 as follows: (a) $13,827 arising after the Petition Date under Note #1 and representing monthly payments due March 24, 2015, April 24, 2015, May 24, 2015, June 24, 2015 and July 24, 2015; and (b) $18,990 arising after the Petition Date under Note #2 and representing monthly payments due March 6, 2015, April 6, 2015, May 6, 2015, June 6, 2015 and July 6, 2015. Pursuant to the Stipulation, the Debtor will provide proof of insurance to TCF concerning the Collateral immediately after approval of the Stipulation and agrees to maintain property insurance coverage with respect to the Collateral. The parties also agreed that monthly payments of $2,000 against the Arrears starting August 1, 2015 and continuing on the 1st day of each and every month thereafter until the Post-Petition Arrears are paid in full. The failure of the Debtor to make any of the payments due to TCF for the Collateral or maintain proof of adequate insurance on the Collateral or failure to provide notice of insurance change information or make the payments due under the Stipulation will constitute a default. Notice of the default will be sent by TCF or its counsel via regular mail to the Debtor and by electronic and regular mail to the Debtor's attorney. If the Debtor fails to cure a default within 10 days of the notice of default being sent to the Debtor and Debtor’s counsel, TCF will be permitted to settle an order vacating the stay vis-a-vis the Collateral with 7 days notice to the Debtor, the Debtor’s attorney and the United States Trustee. Congregation Birchos Yosef is represented by: Eric Zabicki, Esq. PICK & ZABICKI LLP 369 Lexington Avenue, 12th Floor New York, NY 10017 Tel: (646) 561-9365 Fax: (212) 695 6007 TCF Equipment Finance, a division of TCF National Bank is represented by: Michael C. D'Aries, Esq. HELFAND & HELFAND 350 Fifth Avenue, Suite 5330 New York, NY 10118 Tel: (212) 599-3303 Fax: (212) 599-3029 Email: mdaries@helfandlaw.com About Congregation Birchos Yosef Congregation Birchos Yosef is a religious corporation which was formed on Jan. 16, 1985 for the purposes of creating and maintaining a "House of Worship" in accordance with the traditions of the Hebrew faith and to serve and advance the affairs of the surrounding community under the leadership of the Grand Rebbe of Nikolsburg. Its principal office is located at 201 Route 306, Monsey, New York. It has real properties located in Spring Valley and Monsey, New York. Congregation Birchos Yosef sought bankruptcy protection (Bankr. S.D.N.Y. Case No. 15-22254) in White Plains, New York, on Feb. 26, 2015. Breindy Lebovits signed the petition as vice-president. The Debtor estimated assets and debt of $10 million to $50 million. Douglas J. Pick, Esq., at Pick & Zabicki LLP, in New York, represents the Debtor as counsel. The Debtor has until June 26, 2015, to exclusively file a Chapter 11 plan and disclosure statement. COYOTE LOGISTICS: Moody's Confirms 'B2' CFR, Outlook Stable ----------------------------------------------------------- Moody's Investors Service confirmed the ratings of Coyote Logistics, LLC including its B2 Corporate Family Rating (CFR), B2-PD Probability of Default Rating, and B2 instrument rating for its $360 million Term Loan B (amount at initial rating in March 2015) and revised the rating outlook to Stable from Rating Under Review-Up. The conclusion of the review follows the Aug. 19 announcement that United Parcel Service, Inc (Aa3 negative) successfully completed its $1.8 billion acquisition of Coyote from Warburg Pincus. Moody's expects to withdraw Coyote's ratings as a result of the debt's retirement. Confirmations: Issuer: Coyote Logistics, LLC Corporate Family Rating, Confirmed at B2 Probability of Default Rating, Confirmed at B2-PD Senior Secured Bank Credit Facility, Confirmed at B2(LGD3) Outlook Actions: Issuer: Coyote Logistics, LLC Outlook, Changed To Stable From Rating Under Review RATINGS RATIONALE The B2 CFR reflects Coyote's modest scale in terms of net revenue as well as its limited operating history at its current size. The B2 rating also considers the company's strong position within the trucking and logistics service provider industry (Coyote is one of the top three truck brokers in the US), its blue-chip customer base, and end market diversification across a number of sectors characterized by stable demand. The CFR incorporates Moody's expectation that Coyote will operate as a wholly owned subsidiary of UPS. The principal methodology used in these ratings was Global Surface Transportation and Logistics Companies published in April 2013. Headquartered in Chicago, Illinois, Coyote Logistics, LLC is a leading provider of trucking and logistics services within the third-party logistics industry. DAYA MEDICALS: Case Summary & 9 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Daya Medicals, Inc. 5139 Pointe Alexis Drive Boca Raton, FL 33486 Case No.: 15-24931 Chapter 11 Petition Date: August 18, 2015 Court: United States Bankruptcy Court Southern District of Florida (West Palm Beach) Judge: Hon. Erik P. Kimball Debtor's Counsel: Michael D. Moccia, Esq. LAW OFFICE OF MICHAEL D. MOCCIA, PA 1200 N Federal Hwy #200 Boca Raton, FL 33432 Tel: 561-210-8510 Email: mdm@moccialaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Justin K. Daya, chief executive officer. List of Debtor's nine Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Dana L. Klein Judgment dated $889,698 1435 Yellowheart Way 2/18/2015 Hollywood, FL 33019 DKMC, Inc. Judgment $0 Wexford Science & Unpaid Loan $600,000 Technology, LLC 801 W Baltimore St Baltimore, MD 21201 The Cullen Law Firm, PA Unpaid Legal $25,000 services Saliwanchik, Lloyd & Unpaid Legal $60,000 Eisenschenk, a Professional services Association McDonald Hopkins LLC Unpaid Legal $15,000 services Law Office of Barry S. Unpaid Legal $25,000 Mittelberg, PA services Roth, Jonas, Mittelberg & Unpaid accounting $5,000 Hartney, C.P.A.'S, P.A. services Internal Revenue Service Unpaid taxes $12,000 Central Insolvency Operation DETROIT, MI: Sells First Municipal Bonds Since Emerging from Ch. 9 ------------------------------------------------------------------ Aaron Kuriloff, writing for The Wall Street Journal, reported that Detroit returned to the municipal-bond market for the first time since the city emerged from bankruptcy, selling $245 million of bonds to investors demanding a premium for the securities despite extra protections for bondholders. According to the report, citing Thomson Reuters Municipal Market Data, the tax-exempt bonds, maturing in 2029, sold through the Michigan Finance Authority, yielded 4.5%, more than a percentage point higher than other single-A rated debt. The bonds' safeguards include a first claim on city income taxes, earning an investment-grade rating from Standard & Poor's Ratings Services, despite the city's credit rating, which is in junk territory, the report related. About the City of Detroit The City of Detroit, Michigan, weighed down by more than $18 billion in accrued obligations, sought municipal bankruptcy protection on July 18, 2013, by filing a voluntary Chapter 9 petition (Bankr. E.D. Mich. Case No. 13-53846). Detroit estimated more than $1 billion in both assets and debts. Kevyn Orr, who was appointed in March 2013 as Detroit's emergency manager, signed the petition. Detroit is represented by lawyers at Jones Day and Miller Canfield Paddock and Stone PLC. Michigan Governor Rick Snyder authorized the bankruptcy filing. The filing makes Detroit the largest American city to seek bankruptcy, in terms of population and the size of the debts and liabilities involved. The City's $18 billion in debt includes $5.85 billion in special revenue obligations, $6.4 billion in post-employment benefits, $3.5 billion for underfunded pensions, $1.13 billion on secured and unsecured general obligations, and $1.43 billion on pension-related debt, according to a court filing. Debt service consumes 42.5 percent of revenue. The city has 100,000 creditors and 20,000 retirees. Detroit is represented by David G. Heiman, Esq., and Heather Lennox, Esq., at Jones Day, in Cleveland, Ohio; Bruce Bennett, Esq., at Jones Day, in Los Angeles, California; and Jonathan S. Green, Esq., and Stephen S. LaPlante, Esq., at Miller Canfield Paddock and Stone PLC, in Detroit, Michigan. Sharon Levine, Esq., at Lowenstein Sandler LLP, is representing the American Federation of State, County and Municipal Employees and the International Union. Babette Ceccotti, Esq., at Cohen, Weiss & Simon LLP, is representing the United Automobile, Aerospace and Agricultural Implement Workers of America. A nine-member official committee of retired workers appointed in the case is represented by Dentons US LLP. Lazard Freres & Co. LLC serves as the Retiree Committee's financial advisor. Detroit filed a notice that the effective date of its bankruptcy-exit plan occurred on Dec. 10, 2014. Judge Steven Rhodes on Nov. 12, 2014, entered an order confirming the Eighth Amended Plan for the Adjustment of Debts of the City of Detroit. Thomas Tucker, a federal bankruptcy judge since 2003, took over Detroit's landmark bankruptcy case following the retirement of Judge Rhodes. DORAL FINANCIAL: Berkeley OK'd as Committee's New Financial Advisor ------------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York authorized the Official Committee of Unsecured Creditors in the Chapter 11 case of Doral Financial Corporation to retain Berkeley Research Group, LLC, as substitute financial advisor, nunc pro tunc to June 1, 2015. Counsel for the Committee filed a certificate of no objection regarding the application to retain Berkeley Research. About Doral Financial Doral Financial Corporation is a holding company whose primary operating asset was equity in Doral Bank. DFC maintains offices in New York City, Coral Gables, Florida and San Juan, Puerto Rico. DFC has three wholly-owned subsidiaries: (i) Doral Properties, Inc., (ii) Doral Insurance Agency, LLC ("Doral Insurance"), and (iii) Doral Recovery, Inc. On Feb. 27, 2015, regulators placed Doral Bank into receivership and named the Federal Deposit Insurance Corp. as receiver. Doral Bank served customers through 26 branches located in New York, Florida, and Puerto Rico. DFC sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 15-10573) in Manhattan on March 11, 2015. The case is assigned to Judge Shelley C. Chapman. DFC estimated $50 million to $100 million in assets and $100 million to $500 million in debt as of the bankruptcy filing. The Debtor tapped Ropes & Gray LLP as counsel. The U.S. trustee overseeing the Chapter 11 case of Doral Financial Corp. appointed five creditors of the company to serve on the official committee of unsecured creditors. The Committee's counsel can be reached at: Brian D. Pfeiffer, Esq. Taejin Kim, Esq. SCHULTE ROTH & ZABEL LLP 919 Third Avenue New York, NY 10022 Tel: (212) 756-2000 Fax: (212) 593-5955 ECO SERVICES: Moody's Puts 'B2' CFR on Review for Downgrade ----------------------------------------------------------- Moody's Investors Service has placed all ratings for Eco Services Operations LLC on review for possible downgrade following PQ Corporation's announcement that it intends to merge with Eco Services in an equity-for-equity transaction expected to close in the fourth quarter of 2015. Affiliates of the private equity firm CCMP Capital Advisors own large equity stakes in both companies and will be the largest shareholder of the combined entity. PQ has stated that this transaction will not trigger the "change of control" clause in Eco Services' notes, so they are likely to remain outstanding at the close of the merger. However, this transaction will trigger the "change of control" clause in PQ's debt. Actions: Issuer: Eco Services Operations LLC Corporate Family Rating, Placed on Review for Downgrade, currently B2; Probability of Default Rating, Placed on Review for Downgrade, currently B2-PD; Senior Secured Revolving Credit Facility due 2019, Placed on Review for Downgrade, currently B1, LGD3; Senior Secured Term Loan B due 2021, Placed on Review for Downgrade, currently B1, LGD3; Senior Unsecured Global Notes due 2022, Placed on Review for Downgrade, currently Caa1, LGD5; Outlook, Changed To Rating Under Review From Stable RATINGS RATIONALE The review will focus on the capital structure of the new combined company, its debt structure and where Eco Services' debt will rank relative to any new debt added to refinance PQ's debt. In addition, the review will examine if there are any differences between the guarantees provided to any new debt versus Eco Services' guarantees at the close of the transaction or if Eco Services will be set up as a "ring-fenced" entity independent of PQ's debt. However, if markets are supportive of refinancing this debt and it is repaid, all ratings on Eco Services likely will be withdrawn. The principal methodology used in these ratings was Global Chemical Industry Rating Methodology published in December 2013. Eco Services is a sulfuric acid manufacturer. The company is privately-owned by private equity sponsor CCMP Capital Advisors following the completion of a proposed carve-out transaction from Solvay S.A in 2014. Headquartered in Cranbury, N.J., the company generated revenue of just under $400 million of revenue and $103 million of EBITDA (management-adjusted) for the twelve months ended March 31, 2015. PQ Corporation is a leading provider of inorganic specialty chemicals, including sodium silicates, silicate derivatives, catalysts, reflective glass spheres, and engineered glass materials. CCMP Capital Advisors purchased a stake in the company in late 2014. Affiliates of The Carlyle Group previously purchased the company in a secondary leveraged buyout from CCMP in July 2007. The company acquired INEOS' silica business through a leveraged transaction in July 2008. INEOS and members of management own the remainder of the company. Headquartered in Malvern, Pa., the company generates revenues of about $1.1 billion annually. ESTATE FINANCIAL: Has Authority to Sell Calif. Property for $2.4MM ------------------------------------------------------------------ The United States Bankruptcy Court for the Central District of California, Northern Division, authorized Thomas P. Jeremiassen, the duly appointed Chapter 11 trustee for Estate Financial, Inc., to sell the interests in the real property known as 4210 Ramada Drive, in Templeton, California, including equitable interests of others as to which the estate may be merely the legal holder, and the Subject Investors, to GV4, LLC, for $2,400,000. The Chapter 11 Trustee is also authorized to consummate and implement the Sale, and may execute all additional instruments and documents that may be reasonably necessary or desirable to implement the Sale. Additionally, the Court approved the employment of the Chapter 11 Trustee's brokers and the Winning Bidder's broker. The EFI trustee is represented by: Robert B. Orgel, Esq. Jeffrey L. Kandel, Esq. Cia H. Mackle, P.C., Esq. PACHULSKI STANG ZIEHL & JONES LLP 10100 Santa Monica Blvd., 13th Floor Los Angeles, California 90067-4003 Tel: (310) 277-6910 Fax: (310) 201-0760 Email: jkandel@pszjlaw.com About Estate Financial Estate Financial, Inc., was a licensed real estate brokerage firm since the later 1980's. EFI solicited funding for, and arranged and made, loans secured by various real property. EFI also was the sole manager of Estate Financial Mortgage Fund LLC, which was organized for the purpose of investing in and funding loans originated by EFI which were secured by first deeds of trust encumbering commercial and real estate located primarily in California and has been funding such mortgage loans since 2002. Five creditors of EFI filed an involuntary Chapter 11 petition against the real estate broker (Bankr. C.D. Cal. Case No. 08-11457) on June 25, 2008. EFI consented to the bankruptcy petition on July 16, 2008. Robert B. Orgel, Esq., at Pachulski Stang Ziehl & Jones LLP, and William C. Beall, Esq., at Beall and Burkhardt, represented the Debtor as counsel. A Chapter 11 trustee, Thomas P. Jeremiassen, was appointed by the Court on July 23, 2008. Robyn B. Sokol, Esq., and Steven T. Gubner, Esq., at Ezra Brutzkus & Gubner, represent the official committee of unsecured creditors as counsel. In its schedules, Estate Financial disclosed total assets of $27.4 million, and total debt of $7.32 million. FIBERTECH NETWORKS: Moody's Withdraws B2 Rating on Acquisition -------------------------------------------------------------- Moody's Investors Service withdrew all of Fibertech Networks, LLC's ratings subsequent to the company's debts being discharged as a result of its acquisition by Lightower Fiber Networks (LTS Group Holdings LLC, B2 stable) on Aug. 13, 2015. RATINGS RATIONALE These summarizes Fibertech's ratings and the rating actions: Withdrawals: Issuer: Fibertech Holding Corp. Corporate Family Rating, Withdrawn , previously rated B2 Probability of Default Rating, Withdrawn , previously rated B2-PD Issuer: Fibertech Networks, LLC Senior Secured Bank Credit Facilities, Withdrawn, previously rated B2 (LGD3) Outlook Actions: Issuer: Fibertech Holding Corp. Outlook, Changed To Rating Withdrawn From Developing Company Profile Fibertech Networks, LLC, a Rochester, New York-headquartered builder/operator of last mile fiber optic networks in mid-size cities in the Eastern and Central United States, was acquired by LTS Group Holdings LLC, a Boxborough, MA-based broadband infrastructure provider. FIRST NICKEL: RCF Demands Repayment of Obligations Under BIA ------------------------------------------------------------ First Nickel Inc. on Aug. 20 disclosed that the Corporation's principal secured lender, Resource Capital Fund V L.P. ("RCF V"), has demanded repayment of all of the obligations owing to it by the Corporation and issued a notice of intention to enforce its security under the Bankruptcy and Insolvency Act (Canada) (the "BIA"). RCF V has brought an application for the appointment of KSV Kofman Inc. as a receiver of First Nickel under the BIA and the Courts of Justice Act (Ontario). Following discussions between the Corporation and RCF V, the directors of First Nickel have consented to the early enforcement by RCF V of its security and to the appointment of a receiver over the property of First Nickel. The application for the appointment of a receiver was heard on Aug. 20 in Toronto at the Ontario Superior Court of Justice (Commercial List). Further information will be provided in due course. 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. FORESIGHT APPLICATIONS: Suit vs. Genesee Capital Remanded --------------------------------------------------------- Judge Robert E. Blackburn of the United States District Court for the District of Colorado, in an order dated Aug. 14, 2015, sent back to the bankruptcy court the case captioned FORESIGHT APPLICATIONS & SYSTEMS TECHNOLOGIES, LLC, Chapter 11, Plaintiff, v. GENESEE CAPITAL CORPORATION, Defendant, CIVIL ACTION NO. 14-CV-03164-REB (D. Colo.), for consideration and resolution of all pretrial issues, including, among others, scheduling, discovery, non-dispositive motions, dispositive motions, and entry of a final pretrial order. Judge Blackburn said all parties must direct Ms. Nel Steffens on September 4, 2015, at 9:30 a.m. (MDT), to set the matter for trial preparation conference and jury trial; provided, that counsel for the plaintiff/debtor will arrange, initiate, and coordinate the conference call necessary to facilitate the telephone setting conference. The trial on the merits will proceed in the United States District Court for the District of Colorado under Civil Action No. 14-cv-03164-REB, Judge Blackburn held. The bankruptcy case is In re: FORESIGHT APPLICATIONS & SYSTEMS TECHNOLOGIES, LLC, Debtor, BANKRUPTCY CASE NO. 13-13290-SBB (Bankr. D. Colo.). A full-text copy of Judge Blackburn's Decision is available at http://is.gd/ifZAZVfrom Leagle.com. Foresight Applications & Systems Technologies, LLC, sought protection under Chapter 11 of the Bankruptcy Code on March 7, 2013 (Bankr. D. Colo., Case No. 13-13290). The case is assigned to Judge Sidney B. Brooks. The Debtor's counsel is John C. Smiley, Esq., at Lindquist & Vennum PLLP, in Denver, Colorado. FREEDOM INDUSTRIES: Former Pres. Pleads Guilty to Pollution Charges ------------------------------------------------------------------- Associated Press reported that the last of six company officials charged in a chemical spill that contaminated drinking water for 300,000 people in West Virginia has pleaded guilty to pollution charges. According to the report, former Freedom Industries President Gary Southern pleaded guilty in federal court in Charleston and could face up to three years in prison. Mr. Southern pleaded guilty to three pollution charges and faces a minimum of 30 days in prison and a maximum of three years in a plea deal, the report said. He also faces a fine of up to $300,000 and perhaps restitution, the report said. About Freedom Industries Freedom Industries Inc. is engaged principally in the business of producing specialty chemicals for the mining, steel and cement industries. The Debtor operates two production facilities located in (a) Nitro, West Virginia; and (b) Charleston, West Virginia. The company, connected to a chemical spill that tainted the water supply in West Virginia, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. W.Va. Case No. 14-bk-20017) on Jan. 17, 2014. The case is assigned to Judge Ronald G. Pearson. The petition was signed by Gary Southern, president. The Debtor is represented by Mark E Freedlander, Esq., at McGuire Woods LLP, in Pittsburgh, Pennsylvania; and Stephen L. Thompson, Esq., at Barth & Thompson, in Charleston, West Virginia. On Dec. 31, 2013, four companies merged under the umbrella of Freedom Industries: Freedom Industries Inc., Etowah River Terminal LLC, Poca Blending LLC and Crete Technologies LLC. As reported in the Troubled Company Reporter on Feb. 20, 2014, Kate White, writing for The Charleston Gazette, reported that the Debtor disclosed $16 million in assets and $6 million in liabilities when it filed for bankruptcy. On Feb. 5, 2014, the U.S. Trustee appointed an official committee of unsecured creditors. The Committee retained Frost Brown Todd LLC as counsel. On March 18, 2014, the Bankruptcy Court approved the hiring of Mark Welch at Morris Anderson in Chicago as Freedom's chief restructuring officer. * * * U.S. Bankruptcy Judge Ronald Pearson on May 13, 2015, entered an order denying Freedom Industries Inc.'s bid to move forward with its Plan of Liquidation dated April 30, 2015. The judge sustained the objection of the West Virginia Department of Environmental Protection ("WVDEP"), which strongly took issue with the Plan's treatment of environmental remediation and argued that the Plan did not provide for adequate funding in that regard. The Plan is a result of negotiations with: (a) the Official Committee of Unsecured Creditors, which is comprised of trade creditors, spill claim creditors and the West Virginia-American Water Company ("WVAWC"), (b) counsel to certain class action claimants, including those representing parties in what is referred to in the Plan as the Bar 101 Case and the Good Case, (c) the current equity owner of the Debtor and affiliated parties, (d) Gary Southern and affiliated parties, (e) Dennis Farrell, William Tis and Charles Herzing and their respective affiliated parties, who collectively are the former owners and board members of Freedom. However, absent from the list of parties coming to affirmative agreement under the Plan was the WVDEP. GLM DFW: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------ Debtor: GLM DFW, Inc. 17300 Preston Road, Suite 300 Dallas, TX 75252 Case No.: 15-41480 Chapter 11 Petition Date: August 19, 2015 Court: United States Bankruptcy Court Eastern District of Texas (Sherman) Judge: Hon. Brenda T. Rhoades Debtor's Counsel: Davor Rukavina, Esq. MUNSCH HARDT KOPF & HARR, P.C. 3800 Lincoln Plaza 500 North Akard Street Dallas, TX 75201-6659 Tel: 214-855-7587 Fax: 214-978-5359 Email: drukavina@munsch.com Estimated Assets: $1 million to $10 million Estimated Debts: $1 million to $10 million The petition was signed by Mary J. Galvan, president. List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ ONCOR $1,508,398 1616 Woodal Rogers Dallas, TX 75202 Capital One Bank $250,844 P.O. Box 85617 Richmond, VA 23285-5617 Capital One Corporate Card $227,566 Chase Bank $97,841 John Theil $65,000 Marathon Equipment Company $32,000 Floyd R. Hartley, Jr. $29,295 AIMCO $24,978 BlueCross BlueShield of Texas $21,338 G. Lee Finley $20,000 Spark Business Capital One $16,020 Farmers Insurance $14,834 Internal Revenue Service $10,089 Jose Galvan $6,970 Mary J. Galvan $6,945 Grissom & Company $6,805 American Express $6,000 Western Surety Co., CNA $2,500 MetLife $2,328 Memshalah Realty $1,927 GUP'S HILL PLANTATION: Case Summary & 7 Top Unsecured Creditors --------------------------------------------------------------- Debtor: Gup's Hill Plantation, LLC aka Edgefield Inn, LLC aka Rainsford Holdings, LLC 108 1/2 Court House Square Edgefield, SC 29824 Case No.: 15-04386 Chapter 11 Petition Date: August 18, 2015 Court: United States Bankruptcy Court District of South Carolina (Spartanburg) Judge: Hon. David R. Duncan Debtor's Counsel: Carl F. Muller, Esq. CARL F. MULLER, ATTORNEY AT LAW, P.A. PO Box 1717 Greenville, SC 29602 Tel: 864-991-8904 Fax: 864-751-2831 Email: carl@carlmullerlaw.com Estimated Assets: $1 million to $10 million Estimated Debts: $1 million to $10 million The petition was signed by Bettis C. Rainsford, sole member. List of Debtor's seven Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ American Hotel Register Co. Trade debt $527 Associated Paper Trade Debt $252 AT&T Trade Debt $292 Auto-Owners Insurance Trade Debt $1,787 Kathryn S. Rainsford Unsecured Loan $1,001,682 5997 Edgefield Road Trenton, SC 29847 Northland Communications Trade Debt $884 SCE&G Trade Debt $4,553 HERCULES OFFSHORE: To Be Delisted From Nasdaq Effective Aug. 24 --------------------------------------------------------------- Hercules Offshore, Inc. on August 13, 2015, received a letter from The Nasdaq Listing Qualifications Staff stating that the Staff has determined that the Company's securities will be delisted from The Nasdaq Stock Market LLC. The decision was reached by the Staff under Nasdaq Listing Rules 5101, 5110(b) and IM-5101-1 following the Company's announcement that it filed the bankruptcy petitions. On March 25, 2015, the Company received a deficiency notice from Nasdaq stating that, based on the closing bid price of the Company's common stock for the last 30 consecutive business days, the Company no longer meets the minimum $1.00 per share requirement under Nasdaq Listing Rule 5450(a)(1). The letter further indicates that, unless the Company requests an appeal, trading of the Company's common stock will be suspended at the opening of business on August 24, 2015, and a Form 25-NSE will be filed with the Securities and Exchange Commission, which would remove the Company's securities from listing and registration on Nasdaq. The Company currently does not intend to appeal Nasdaq's determination. If the Company does not appeal, the Company expects that its securities will be eligible to be quoted on the OTC Bulletin Board or on the OTC Markets Group Inc.'s OTC Pink. To be quoted on the OTCBB or the OTC Pink, a market maker must sponsor the security and comply with SEC Rule 15c2-11 before it can initiate a quote in a specific security. If the Company's securities are delisted from Nasdaq, there can be no assurance that a market maker will apply to quote the Company's common stock or that the Company's common stock will be quoted on the OTCBB or the OTC Pink. Hercules Offshore and substantially all of its U.S. domestic subsidiaries filed voluntary petitions for reorganization under Chapter 11 of the Bankruptcy Code in the Bankruptcy Court for the District of Delaware on Aug. 13. The Company's Chapter 11 case is being administered under the caption In re: Hercules Offshore, Inc. (Case No. 15- 11685). The Debtors have filed a motion with the Court seeking to jointly administer all of the Debtors' Chapter 11 cases under the caption In re: Hercules Offshore, Inc., et al. The Debtors will continue to operate their businesses as "debtors-in-possession" under the jurisdiction of the Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Court. The subsidiary Debtors in the Chapter 11 cases are Cliffs Drilling Company; Cliffs Drilling Trinidad L.L.C.; FDT LLC; FDT Holdings LLC; Hercules Drilling Company, LLC; Hercules Liftboat Company, LLC; Hercules Offshore Services LLC; Hercules Offshore Liftboat Company LLC; HERO Holdings, Inc.; SD Drilling LLC; THE Offshore Drilling Company; THE Onshore Drilling Company; TODCO Americas Inc.; and TODCO International Inc. Under the Chapter 11 cases, which require Court approval, the Company's trade creditors and vendors are expected to be paid in full in the ordinary course of business, and all of the Company's contracts are expected to remain in effect in accordance with their terms preserving the rights of all parties. The filings of the Bankruptcy Petitions constitute an event of default with respect to the Company's 10.25% senior notes due 2019, 8.75% senior notes due 2021, 7.5% senior notes due 2021 6.75% senior notes due 2022, 7.375% Senior Notes due 2018 and 3.375% Convertible Senior Notes due 2038. Pursuant to the Bankruptcy Code, the filing of the Bankruptcy Petitions automatically stayed most actions against the Debtors, including most actions to collect indebtedness incurred prior to the filing of the Bankruptcy Petitions or to exercise control over the Debtors' property. Accordingly, although the Bankruptcy Petitions triggered defaults under the Outstanding Notes, creditors are generally stayed from taking action as a result of these defaults. In connection with the filing of the Bankruptcy Petitions, the Debtors announced the results of the previously disclosed solicitation of votes from holders of the Outstanding Notes to accept the joint prepackaged plan of reorganization. The final results of the solicitation of votes show more than 250 senior noteholders with aggregate holdings in excess of $1.1 billion of senior notes have voted to accept the plan while only three holders with approximately $720,000 of the senior notes voted against the plan. HILLVIEW, KY: Chapter 9 Case Summary & 20 Top Unsec. Creditors -------------------------------------------------------------- Debtor: City of Hillview, Kentucky Hillview City Office 283 Crestwood Lane Louisville, KY 40229 Bankruptcy Case No.: 15-32679 Type of Debtor: Municipality Chapter 9 Petition Date: August 20, 2015 Court: United States Bankruptcy Court Western District of Kentucky (Louisville) Debtor's Counsel: Laura Day DelCotto, Esq. DELCOTTO LAW GROUP PLLC 200 North Upper St. Lexington, KY 40507 Tel: (859) 231-5800 Email: ldelcotto@dlgfirm.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $50 million to $100 million The petition was signed by Jim Eadens, mayor. List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Anthem Dental Insurance $600 Bluegrass Uniforms, Inc. Trade Debt $1,027 Brad Armstrong Land Services $150,000 Surveying, Inc. Commonwealth Dodge Trade Debt $6,000 Ferguson Waterworks Trade Debt $4,911 Harned Surveying & Services $15,000 Engineering Kandi Adkinson Annexation $145,000 Kentucky Bond Corporation General Obligation $1,785,000 380 King's Daughters Drive Series 2010A Frankfort, KY 40601 Bonds Kentucy League of Cities Trade Debt $10,933 Louisville Gas & Electric Co Utility $11,184 Lowe's Commercial Services Trade Debt $661 Mago Construction Company Trade Debt $100,000 Morton Salt, Inc. Trade Debt $16,557 Park Community Federal Credit Card $1,635 Credit Union Salt River Electric Company Trade Debt $1,368 Speedway Super America LLC Trade Debt $3,400 The Bank of New York General Obligation $1,390,000 Mellon Trust Co 2010 Refinancing 614 West Main Street Bonds Suite 2600 Louisville, KY 40202 Truck America Training, LLC Judgment $11,435,259 364 Ferguson Lane Shepherdsville, KY 40165 United Healthcare Insurance $10,367 Verizon Wireless Utilities $630 HOLIDAY MARINAS: Owner Files for Chapter 11 Bankruptcy Protection ----------------------------------------------------------------- Holiday Marinas, Incorporated, filed for Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No. 15-33301) on Aug. 11, 2015, estimating its assets at between $1 million and $10 million and liabilities at between $100,000 and $500,000. The petition was signed by Jeff Lagow, president. Judge Stacey G. Jernigan presides over the case. Rakhee V. Patel, Esq., at Shackelford, Melton, McKinley & Norton LLP, serves as the Company's bankruptcy counsel. Deborah McKeon at Temple Daily Telegram reports that Mr. Lagow, who owns the Pier 36/Lake Belton Marina, filed for Chapter 11 so that he could sell the assets of the marina to one of two prospective buyers that he named. According to court documents, Mr. Lagow requested that H&H Marina be approved as the stalking horse bidder with Frank Smith's Inc. listed as the backup bidder. The court filings say that Frank Smith and H&H Marina valued the assets at $1.5 million, but that if the Corps of Engineers continues to "destroy the value of the marina assets," the Debtor will receive little to nothing in exchange for the assets. According to Temple Daily, Mr. Patel said that a hearing is scheduled at 9:30 a.m. on Aug. 21, 2015, to consider Mr. Lagow's motion for court authorization to sell his assets. According to information found on a government website online, Jim Hightower, the CEO of Frank Smith and the Dead Fish Grill on Lake Belton and who is currently negotiating to buy the assets of the Pier 36/Lake Belton, filed for Chapter 11 bankruptcy in 2012, with Mr. Hightower's liquidated debts coming to just under $2,343,300. The Company claims in court documents that the Corps devalued the marina assets by revoking the lease "after 30 plus years of successful operations" and by placing so many requirements on any potential buyer. Temple Daily relates that one of the requirements is that all boat and barge tenants must vacate the marina by Sept. 8, 2015. The report adds that the Corps stipulated that anyone who buys the marina must do so without any financing from Mr. Lagow and engage in the Corps process only. "In other words, the Corps seeks to control the sale process and limit the purchase price of the marina assets for no ostensibly justifiable reason," the Company states in the court filings. Citing Corps spokesperson Clay Church, Temple Daily states that the Fort Worth District office of Corps was previously notified by Lagow of his intent to file for bankruptcy. The report quoted Mr. Church as saying, "We're being sued also, so anything to do with the litigation needs to be directed to the Department of Justice. We've been served court papers, so anything to do with that has to be discussed with them. We will continue to go forward with the (leasing) process unless a court of law decides differently or for some reason we're not able to go through with the notice of intent. We still encourage people to remove their property as originally notified by Sept. 8." The report states that Corps. plans to meet with prospective lessees. Officials said that all lease applications are due by Aug. 31, 2015, and a new lessee is scheduled to be selected by Sept. 4, 2015, the report adds. Holiday Marinas, Incorporated, is headquartered in Dallas, Texas. HUTCHESON MEDICAL: U.S. Trustee Wants Chapter 11 Case Dismissed --------------------------------------------------------------- Tyler Jett at Timesfreepress.com reports that U.S. Trustee Guy Gebhardt has asked the Bankruptcy Court to terminate Hutcheson Medical Center, Inc.'s Chapter 11 bankruptcy case, saying that the Hospital has ncurred another $5 million of debt since November and has yet to file a reorganization plan. Mr. Gebhardt said in a court filing on Monday that the Hospital's condition in the last three months has created a "grave concern" for the health of its patients," and that the Debtors are administratively insolvent and in financial extremis. "The Debtors' current financial situation puts the Debtors' patients at risk," Mr. Gebhart stated in the court filing. According to Timesfreepress.com, the Hospital's leaders deny Mr. Gebhardt's statements. Hutcheson CEO Farrell Hayes said in a statement, "As a community hospital, we by definition make top priority the well-being of every community member that walks through our doors. We can confidently say that these recent allegations are baseless, and we look forward to discussing our case with the Court." Timesfreepress.com relates that Susan Goodman, the court-appointed ombudsman for the Hospital's bankruptcy case, told Mr. Gebhardt she was concerned about "the increased strain" on the clinic staff. The report states that among Ms. Goodman's concerns are: (i) the staff is too small and the Hospital doesn't get "standard" supplies fast enough, forcing those in the clinic to borrow items from other buildings; (ii) the clinic has problems with its analyzer; (iii) workers expressed "significant leadership concerns" about the Hospital; (iv) the clinic and lab are understaffed; (v) the Hospital has generated more debt since filing for bankruptcy in November 2014, owing about $1.8 million in health insurance bills as of July 31, 2015; (vi) the Hospital owes about $450,000 in payroll taxes, about $950,000 in general accounts payable and $1.8 million in "professional fees" -- generally, money owed to contracted doctors. About Hutcheson Medical Center Hutcheson Medical Center, Inc., operates the 179-bed hospital and related ancillary facilities, including, without limitation, a skilled nursing home and an ambulatory surgery center, located in Ft. Oglethorpe, Georgia, known as Hutcheson Medical Center. HMC leases the land and buildings that comprise the Medical Center from The Hospital Authority of Walker, Dade and Catoosa Counties. HMC and Hutcheson Medical Division, Inc., sought Chapter 11 bankruptcy protection (Bankr. N.D. Ga. Case No. 14-42863 and 14-42864) in Rome, Georgia, on Nov. 20, 2014. The cases are jointly administered under Case No. 14-42863. The cases have been assigned to the Honorable Paul W. Bonapfel. The Debtors are represented by Ashley Reynolds Ray, Esq., and J. Robert Williamson, Esq., at Scroggins and Williamson, in Atlanta, Georgia. The Debtors' Chapter 11 Plan and Disclosure Statement are due March 20, 2015. HMC disclosed $32.8 million in assets and $52.9 million in liabilities as of the Chapter 11 filing. No request has been made for the appointment of a trustee or examiner. ICEGEN INC: Trustee to Sell Assets on September 3 ------------------------------------------------- KSV Kofman Inc., the appointed trustee for the bankruptcy estates of IceGen Inc. and 1807983 Ontario Limited, will conduct a sale process for the companies' business and assets, and the deadline for submission of offers is Sept. 3, 2015, at 4:00 p.m. (Eastern Daylight Time). Icegen and 1807983 -- http://icegen.com/-- design and makes slurry ice solutions to provide rapid cooling in a variety of industries including citrus and food processing, transport and logistics, thermal storage and snow making. The companies were deemed to have filed assignments in bankruptcy on Uuly 9, and 13, 2015, respectively. INTEGRATED FINANCIAL: Award of Attorney's Fees & Costs Affirmed --------------------------------------------------------------- Judge James C. Mahan of the U.S. District Court for the District of Nevada affirmed the bankruptcy court's award of attorney's fees to debtor Integrated Financial Services, Inc. and the award of costs to Insiders Stephen Kalb, Kenneth L. Templeton and TKPT, LLC. The bankruptcy court awarded the attorney's fees and costs to the Debtor and the Insiders, respectively, after the District Court remanded three issues: (1) the denial of attorney's fees to the debtor for the contract-based claims, (2) the denial of attorney's fees to the insiders and the debtor for the chapter 645B claims, and (3) the denial of costs to the insiders, and asked the bankruptcy court to explain its rationale for denying the listed fees and costs. Appellant Mustapha Assi Revocable Living Trust Dated June 23, 2003 argued that: (a) the bankruptcy court went outside the scope of its mandate in awarding previously denied fees and costs to the Debtors and Insiders; (b) regardless of whether the bankruptcy court had the authority to award previously denied attorney's fees and costs on remand, the amount awarded was an abuse of discretion; (c) the record lacked sufficient evidence for the bankruptcy court to award fees to the debtor for the contract-based claims; (d) the record lacked sufficient evidence for the bankruptcy court to award $10,000 to the insiders for the chapter 645 claims. Judge Mahan held that it was not an abuse of discretion for the bankruptcy judge to award fees and costs on remand after a previous denial. With regard to the other issues, he further held that: (a) Appellant accurately states that many of the lines included in debtor's request for attorney's fees were unrecoverable, such as those relating to plan confirmation or other proceedings. The bankruptcy court disallowed these lines. As the bankruptcy court did not abuse its discretion or inaccurately apply the law when awarding attorney's fees to the debtors for the contract-based claims. (b) Without a reasoned explanation from the bankruptcy court as to why $10,000 was an appropriate number, the Court cannot review the award for abuse of discretion. The Court vacates the award of attorney's fees to the insiders for the chapter 645B claims. Further, the Court remands the issue to the bankruptcy court so that it may issue a ruling accompanied by a statement of reasons. (c) The Court has already affirmed the decision of the bankruptcy court to reconsider its denial of attorney's fees and costs. Further, neither party specifically argues the merits of the bankruptcy court's decision to award costs to the insiders in their briefings to the Court. Therefore, the Court affirms the bankruptcy court's decision to award costs to the insiders. The case is In re INTEGRATED FINANCIAL ASSOCIATES, INC., Chapter 11, Debtor. MUSTAPHA ASSI REVOCABLE LIVING TRUST DATED JUNE 23, 2003, Plaintiff(s), v. INTEGRATED FINANCIAL ASSOCIATES, INC., et al., Defendant(s), Case Nos. BK-S-11-13537-BTB, 2:15-CV-276 JCM. A full-text copy of Judge Mahan's Order dated Aug. 7, 2015 is available at http://is.gd/0w4TC4from Leagle.com. Steven Kalb, Kenneth L. Templeton and TPKT, LLC, are represented by: Christopher H. Hart, Esq. SCHNADER HARRISON SEGAL & LEWIS LLP 650 California Street, 19th Floor San Francisco, CA 94108-2736 Telephone: (415)364-6700 Facsimile: (415)364-6785 E-mail: chart@schnader.com About Integrated Financial Integrated Financial Associates Inc. is a hard money lender, meaning it is among companies that pool investors' funds and loan the money to real estate buyers and developers, earning fees in the process. IFA and similar companies were hurt by the recession, with many of their real estate borrowers defaulting on loans. IFA filed a Chapter 11 petition (Bankr. D. Nev. Case No. 11-13537) on March 14, 2011. The Debtor is represented by The Law Offices of Alan R. Smith, Esq. The Debtor reported assets of $13.6 million and liabilities of $46 million. KEY DISPOSAL: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Key Disposal, Inc. 1141 S. Taylor Avenue Montebello, CA 90640 Case No.: 15-23044 Chapter 11 Petition Date: August 19, 2015 Court: United States Bankruptcy Court Central District of California (Los Angeles) Debtor's Counsel: Eric S Pezold, Esq. SNELL & WILMER L.L.P. 600 Anton Blvd Ste 1400 Costa Mesa, CA 92626 Tel: 714-427-7000 Fax: 714-427-7799 Email: epezold@swlaw.com Estimated Assets: $1 million to $10 million Estimated Debts: $1 million to $10 million The petition was signed by John Katangian, president. List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Bonami (Montebello CAT Scale) Trade Debt $250,000 1436 W. Washington Montebello, CA 90640 California Air Resources Board Fines $250,000 9528 Telstar Ave. El Monte, CA 91731 City of Burbank City Contract $56,000 City of Long Beach-SERFF City Contract $72,880 City of Los Angeles City Contract $456,616 Bureau of Sanitation 1149 S. Broadway, 10th Fl. Los Angeles, CA 90015 City of Torrance City Contract $80,000 City of Vernon City Contract $38,000 Clear Cut Technology Solutions Trade Debt $10,000 Consolidated Trade Debt $651,113 12949 Telegraph Road Santa Fe Springs, CA 90670 David Gonzales Judgment $75,000 Department of Motor Vehicles DMV Fees $15,000 Employment Development Department EDD obligations $260,000 P.O. Box 989061 Sacramento, CA 95798 Health Net Insurance $32,882 IPFS Corporation Trade Debt $75,000 IRS Taxes $1,327,525 Ogden, UT 84201-0039 Peoples United Equipment Trade Debt $400,000 Finance Corp. 10200 Mallard Creek Road, Suite 200 Charlotte, NC 28262 Southern Tire Mart Trade Debt $13,943 Sprint Trade Debt $13,548 Teamster Sanitation Industry Trust Trade Debt $112,328 WAM Software, Inc. Trade Debt $14,442 KU6 MEDIA: Receives Nasdaq Listing Non-Compliance Notice -------------------------------------------------------- Ku6 Media Co., Ltd. on Aug. 19 disclosed that on August 18, 2015, the Company received a letter from The NASDAQ Stock Market LLC notifying it that for the prior 30 consecutive business days, the Company's listed securities failed to maintain a minimum bid price of US$1 per share. Consequently, the Company failed to comply with the requirement for continued listing pursuant to NASDAQ Listing Rule 5450(a)(1). NASDAQ further stated that in accordance with NASDAQ Listing Rule 5810(c)(3)(A), the Company will be provided 180 calendar days, or until February 16, 2016, to regain compliance with the MBP Rule. NASDAQ will deem the Company to have regained compliance under the MBP Rule if at any time before February 16, 2016 the closing bid price for the Company's securities is at least US$1 for a minimum of ten consecutive business days. As previously disclosed by the Company, on August 13, 2015, the Company received a letter from NASDAQ notifying it that for the prior 30 consecutive business days, the Company's listed securities failed to maintain a minimum market value of US$50,000,000, and the Company's publicly held securities failed to maintain a minimum market value of US$15,000,000, respectively. Consequently, deficiencies exist with regard to the requirements for continued listing pursuant to NASDAQ Listing Rule 5450(b)(2)(A) and NASDAQ Listing Rule 5450(b)(2)(C). NASDAQ further stated that in accordance with NASDAQ Listing Rules 5810(c)(3)(C) and 5810(c)(3)(D), the Company will be provided 180 calendar days, or until February 9, 2016, to regain compliance with the MVLS Rule and the MVPHS Rule. NASDAQ will deem the Company to have regained compliance under the MVLS Rule if at any time before February 9, 2016 the market value of the Company's listed securities closes at US$50,000,000 or more for a minimum of ten consecutive business days. NASDAQ will deem the Company to have regained compliance under the MVPHS Rule if at any time before February 9, 2016 the market value of the Company's publicly held securities closes at US$15,000,000 or more for a minimum of ten consecutive business days. These notifications do not impact the listing and trading of the Company's securities at this time. However, the NASDAQ letters also state that, if the Company does not regain compliance with the MBP Rule by February 16, 2016 or the MVLS Rule or the MVPHS Rule by February 9, 2016, the Company will receive written notification from NASDAQ that the Company's securities are subject to delisting. The Company is reviewing its options for regaining compliance with the MBP Rule, the MVLS Rule and MVPHS Rule. There can be no assurance that the Company will be able to regain compliance with the MBP Rule, the MVLS Rule, MVPHS Rule or any other Nasdaq continued listing requirements in a timely fashion. About Ku6 Media Co., Ltd. Through its premier online brand and online video website, www.ku6.com, Ku6 Media provides online video uploading and sharing service, video reports, information and entertainment in China. LEARNING CARE: Moody's Raises CFR to B2, Outlook Stable ------------------------------------------------------- Moody's Investors Service raised Learning Care Group (US) No. 2 Inc.'s ("LCG") corporate family rating to B2 from B3, probability of default rating to B2-PD from B3-PD, and the rating for the company's first lien senior secured credit facilities, including a $315 million term loan due 2021 and a $50 million revolving credit facility due 2019 to B1 from B2. The rating outlook is stable. This rating action concludes the review process initiated on June 16, 2015. The upgrade reflects the reduction in adjusted debt due to changes in Moody's approach for capitalizing operating leases. The updated approach for standard adjustments for operating leases is explained in the cross-sector rating methodology Financial Statement Adjustments in the Analysis of Non-Financial Corporations, published on June 15, 2015. As a direct result of this change, LCG's adjusted debt to EBITDA leverage as of March 31, 2015 has improved to around 4.5x from 5.4x under the prior methodology. In addition, the rating action reflects LCG's positive operating trends, such as revenue and earnings growth and improving credit metrics, including EBITDA less capex to interest coverage of approximately 1.6x pro forma for the May 2015 re-pricing transaction. Moody's expects the company to continue demonstrating gradual credit metric improvement over the next 12 to 18 months. These rating actions were taken: Issuer: Learning Care Group (US) No. 2 Inc.: Corporate family rating, raised to B2 from B3; Probability of default rating, raised to B2-PD from B3-PD; $315 million first lien senior secured term loan due 2021, raised to B1 (LGD3) from B2 (LGD3); $50 million first lien senior secured revolver due 2019, raised to B1 (LGD3) from B2 (LGD3); Outlook, stable. RATINGS RATIONALE The B2 corporate family rating reflects LCG's substantial, but manageable debt balances. The company's $315 million of funded debt results in leverage of approximately 4.5x debt to EBITDA, which is appropriate for the rating. However, the ratings are constrained by significant capital investments required for upgrades of the existing centers, as well as for the acquisition of new centers, which restricts the company's free cash flow generation and limits debt repayment capacity. The rating also reflects the cyclical nature of the childhood education and care industry, where demand generally varies along with changing economic conditions and employment levels, as well as the industry's reliance on federal and state government funding. The rating also considers the long term risks associated with potential shareholder friendly actions given the private equity ownership of the company. The rating is supported by LCG's positive operating trends and the resulting improvement in profitability and interest coverage metrics. Over the next 12 to 18 months, Moody's expects the company to experience modest revenue and earnings growth, in line with expectations for moderate economic improvement and employment growth over the near term, supported by investments in center upgrades and new locations, enhanced marketing efforts, and ongoing cost cutting. Over the longer term, favorable demographic trends such as growth in the childhood population and percentage of dual income families, and the shift towards center-based child care should benefit the company's size and scale and operating performance. The B1 rating on the senior secured credit facilities reflects their first priority lien on substantially all assets of the company and its subsidiaries and the loss absorption provided by significant unsecured operating lease obligations. LCG has an adequate liquidity position, supported by $37 million of availability under its $50 million revolving credit facility due 2019 net of letters of credit utilization, extended debt maturity profile, and covenant-light credit agreement, which contains a springing net leverage covenant applicable if revolver utilization exceeds 35%. The liquidity profile is constrained by Moody's expectation that high capital expenditures required to upgrade existing centers and acquire new centers as the company expands its business will continue to consume a significant portion of its free cash flow. The stable rating outlook reflects Moody's expectations for same center sales growth in the 4% to 5% range and increasing utilization rates to drive modest increases in total revenue and profitability. The ratings could be pressured downward if Moody's expect same center revenue and enrollment declines, pricing pressures or cost increases that result in declining total revenue or EBITDA. Ratings could also be lowered if EBITDA less capex to interest coverage is sustained below 1.5x or if debt to EBITDA exceeds 5.0x for a prolonged period. Negative free cash flow generation, strained liquidity, or shareholder friendly actions could also pressure the ratings. The ratings could be raised if the company demonstrates a track record of stable revenue and EBITDA growth and improvement in profitability, enabling EBITDA less capex to interest to approach 2.5x. Robust positive free cash flow generation and a strengthening in liquidity through the business cycle would also be important for higher rating consideration. The principal methodology used in these ratings was Business and Consumer Service Industry published in December 2014. Learning Care Group (US) No. 2 Inc. is a provider of childhood education and care services for children between the ages of six weeks and 12 years. The company operates 916 centers across the U.S. with about one third of centers located in Texas, California and Florida. LCG has five brands, including Childtime, Tutor Time, The Children's Courtyard, La Petite Academy, and Montessori Unlimited, and has a licensed capacity to serve approximately 138,000 children. The company is owned by American Securities LLC. In the last twelve months ended March 31, 2015, LCG generated approximately $767 million in revenues. LIBERTY INTERACTIVE: S&P Retains 'BB' Corp. Credit Rating --------------------------------------------------------- Standard & Poor's Ratings Services revised its recovery rating on Liberty Interactive LLC's unsecured debentures to '3' from '4'. The 'BB' issue-level rating remains unchanged. The '3' recovery rating indicates S&P's expectations of meaningful recovery in the event of default at the higher end of the 50% to 70% range. The revision follows the improved market value for equity investment holdings, which S&P continues to stress at 60% for its estimate on tax liability and stock price volatility. Liberty Interactive LLC is a subsidiary of Liberty Interactive Corp. The ratings on the secured debt issued by its QVC subsidiary remain 'BBB-' with a '1' recovery rating, which indicates S&P's expectation of very high recovery (90% to 100%) in the event of a payment default. S&P's 'BB' corporate credit rating and stable outlook at Liberty Interactive Corp. are unchanged following the company's announcement that it plans to acquire online retailer zulily Inc. in a transaction valued at $2.4 billion. The company expects to finance the acquisition with a combination of cash, equity, and about $900 million revolver borrowings. Pro forma for the additional borrowings, S&P anticipates leverage to increase to 3x from its 2.7x estimate at June 30, 2015. S&P thinks the transaction will modestly improve the company's business risk profile by diversifying its multiplatform strategy, broadening its customer base, and providing some opportunities for cost savings. RATINGS LIST Liberty Interactive Corp. Corporate Credit Rating BB/Stable/-- To From Liberty Interactive LLC Senior Unsecured Local Currency BB BB Recovery Rating 3H 4 MF GLOBAL: Judge Paves Way for Nearly Full Recoveries for Creditors ------------------------------------------------------------------- Joseph Checkler, writing for The Wall Street Journal, reported that Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern District of New York paved the way for nearly 100% recoveries for creditors of MF Global's brokerage, an outcome considered unthinkable when the firm collapsed less than four years ago. According to the report, Judge Glenn approved the brokerage's request to hand pending litigation against former Chief Executive Jon S. Corzine and other company leaders to its parent company, setting the stage for the nearly full recoveries for creditors. Judge Glenn said the measure marked a "significant accomplishment" in the case. About MF Global New York-based MF Global -- http://www.mfglobal.com/-- was one of the world's leading brokers of commodities and listed derivatives. MF Global provides access to more than 70 exchanges around the world. The firm also was one of 22 primary dealers authorized to trade U.S. government securities with the Federal Reserve Bank of New York. MF Global's roots go back nearly 230 years to a sugar brokerage on the banks of the Thames River in London. On Oct. 31, 2011, MF Global Holdings Ltd. and MF Global Finance USA Inc. filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15059 and 11-5058), after a planned sale to Interactive Brokers Group collapsed. As of Sept. 30, 2011, MF Global had $41,046,594,000 in total assets and $39,683,915,000 in total liabilities. On Nov. 7, 2011, the United States Trustee appointed the statutory creditors' committee in the Debtors' cases. At the behest of the Statutory Creditor's Committee, the Court directed the U.S. Trustee to appoint a chapter 11 trustee. On Nov. 28, 2011, the Bankruptcy Court entered an order approving the appointment of Louis J. Freeh, Esq., of Freeh Group International Solutions, LLC, as Chapter 11 trustee. On Dec. 19, 2011, MF Global Capital LLC, MF Global Market Services LLC and MF Global FX Clear LLC filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15808, 11-15809 and 11-15810). On Dec. 27, the Court entered an order installing Mr. Freeh as Chapter 11 Trustee of the New Debtors. On March 2, 2012, MF Global Holdings USA Inc. filed a voluntary Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-10863), and Mr. Freeh also was installed as its Chapter 11 Trustee. Judge Honorable Martin Glenn presides over the Chapter 11 case. J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve as bankruptcy counsel. The Garden City Group, Inc., serves as claims and noticing agent. The petition was signed by Bradley I. Abelow, Executive Vice President and Chief Executive Officer of MF Global Finance USA Inc. The Chapter 11 Trustee has tapped (i) Freeh Sporkin & Sullivan LLP, as investigative counsel; (ii) FTI Consulting Inc., as restructuring advisors; (iii) Morrison & Foerster LLP, as bankruptcy counsel; and (iv) Pepper Hamilton as special counsel. The Official Committee of Unsecured Creditors has retained Capstone Advisory Group LLC as financial advisor, while lawyers at Proskauer Rose LLP serve as counsel. The Securities Investor Protection Corporation commenced liquidation proceedings against MF Global Inc. to protect customers. James W. Giddens was appointed as trustee pursuant to the Securities Investor Protection Act. He is a partner at Hughes Hubbard & Reed LLP in New York. Jon Corzine, the former New Jersey governor and co-CEO of Goldman Sachs Group Inc., stepped down as chairman and chief executive officer of MF Global just days after the bankruptcy filing. In April 2013, the Bankruptcy Court approved MF Global Holdings' plan to liquidate its assets. Bloomberg News reported that the court-approved disclosure statement initially told creditors with $1.134 billion in unsecured claims against the parent holding company why they could expect a recovery of 13.4% to 39.1% from the plan. As a consequence of a settlement with JPMorgan, supplemental materials informed unsecured creditors their recovery was reduced to the range of 11.4% to 34.4%. Bank lenders will have the same recovery on their $1.174 billion claim against the holding company. As a consequence of the settlement, the predicted recovery became 18% to 41.5% for holders of $1.19 billion in unsecured claims against the finance subsidiary, one of the companies under the umbrella of the holding company trustee. Previously, the predicted recovery was 14.7% to 34% on bank lenders' claims against the finance subsidiary. MISSISSIPPI PHOSPHATES: Gets Final Approval to Obtain $6M Loan -------------------------------------------------------------- A federal judge approved a $6 million financing to get Mississippi Phosphates Corp. through bankruptcy. U.S. Bankruptcy Judge Katharine Samson last week gave final approval to the loan that STUW LLC, administrative agent for a consortium of lenders, committed to provide. The bankruptcy judge also allowed Mississippi Phosphates to use the lenders' cash collateral. In exchange for the loan, the lenders will get "superpriority" administrative expense claims and will be granted liens on most of Mississippi Phosphates' assets, according to court filings. On October 29 last year, the company received interim approval to use up to $5 million of the loan to fund its operations and pay for the expenses it incurred in connection with the sale of most of its assets. Since the approval of the $5 million loan, Mississippi Phosphates obtained three more court orders extending the terms of the Oct. 29 order. The last one extended the terms of the interim order to July 31. The company also made additional borrowings totaling $3.3 million pursuant to the interim order, court filings show. On July 17, Judge Samson approved Mississippi Phosphates' proposed budget for interim financing through July 31 despite an objection from the company's official committee of unsecured creditors. The unsecured creditors' committee criticized the line item proposed in the budget for payment of its fees and expenses, saying it wasn't sufficient. The group wanted it increased to cover its costs through the conclusion of Mississippi Phosphates' bankruptcy case. The company also received an objection from the Mississippi Department of Environmental Quality, questioning the allocation of funds in the budget. The objection was resolved by stipulation prior to the approval of the budget. The stipulation called for a $199,999 payment to a trust fund that was established to assure proper closure of the east stack located at Mississippi Phosphates' facility, according to court filings. About Mississippi Phosphates Mississippi Phosphates Corporation is a major United States producer and marketer of diammonium phosphate ("DAP"), one of the most common types of phosphate fertilizer. MPC, which was formed is a Delaware corporation in October 1990, owns a DAP facility in Pascagoula, Mississippi, which was acquired from Nu-South, Inc. in its 1990 bankruptcy. Phosphate rock, the primary raw material used in the production of DAP, is being supplied by OCP S.A., a corporation owned by the Kingdom of Morocco. The parent, Phosphate Holdings, Inc., was formed in December 2004 in connection with the bankruptcy reorganization of MPC and its then-parent Mississippi Chemical Corporation, the first fertilizer cooperative in the United States. As of Oct. 27, 2014, MPC has a work force of 250 employees, broken into 224 regular employees and 26 "nested" third-party contract employees. MPC and its subsidiaries, namely Ammonia Tank Subsidiary, Inc., and Sulfuric Acid Tanks Subsidiary, Inc., sought Chapter 11 bankruptcy protection (Bankr. S.D. Miss. Lead Case No. 14-51667) on Oct. 27, 2014. Judge Katharine M. Samson is assigned to the cases. Mississippi Phosphates disclosed $98.8 million in assets and $141 million plus an unknown amount in liabilities. Affiliates Ammonia Tank and Sulfuric Acid Tanks each estimated $1 million to $10 million in both assets and liabilities. The Debtors have tapped Stephen W. Rosenblatt, Esq., at Butler Snow LLP as counsel. The official committee of unsecured creditors tapped Burr & Forman LLP as its counsel. MISSISSIPPI PHOSPHATES: Pleads Guilty in Pollution Case ------------------------------------------------------- The Associated Press reported that a Gulf Coast fertilizer manufacturer has pleaded guilty to polluting waterways, killing fish and destroying marshy areas around Bayou Casotte in Pascagoula. According to the report, citing a news release, prosecutors said lawyers for Mississippi Phosphates entered the plead on Aug. 19 before U.S. District Judge Louis Guirola Jr. in Gulfport. Prosecutors said a plea agreement negotiated with the Justice Department in conjunction with the company's bankruptcy proceedings requires Mississippi Phosphates to transfer 320 acres of property near to its Pascagoula plant to become part of the Grand Bay National Estuarine Research Reserve, the report related. About Mississippi Phosphates Mississippi Phosphates Corporation is a major United States producer and marketer of diammonium phosphate ("DAP"), one of the most common types of phosphate fertilizer. MPC, which was formed is a Delaware corporation in October 1990, owns a DAP facility in Pascagoula, Mississippi, which was acquired from Nu-South, Inc. in its 1990 bankruptcy. Phosphate rock, the primary raw material used in the production of DAP, is being supplied by OCP S.A., a corporation owned by the Kingdom of Morocco. The parent, Phosphate Holdings, Inc., was formed in December 2004 in connection with the bankruptcy reorganization of MPC and its then-parent Mississippi Chemical Corporation, the first fertilizer cooperative in the United States. As of Oct. 27, 2014, MPC has a work force of 250 employees, broken into 224 regular employees and 26 "nested" third-party contract employees. MPC and its subsidiaries, namely Ammonia Tank Subsidiary, Inc., and Sulfuric Acid Tanks Subsidiary, Inc., sought Chapter 11 bankruptcy protection (Bankr. S.D. Miss. Lead Case No. 14-51667) on Oct. 27, 2014. Judge Katharine M. Samson is assigned to the cases. Mississippi Phosphates disclosed $98.8 million in assets and $141 million plus an unknown amount in liabilities. Affiliates Ammonia Tank and Sulfuric Acid Tanks each estimated $1 million to $10 million in both assets and liabilities. The Debtors have tapped Stephen W. Rosenblatt, Esq., at Butler Snow LLP as counsel. The official committee of unsecured creditors tapped Burr & Forman LLP as its counsel. MISSISSIPPI PHOSPHATES: Settlement with Lender, EPA Approved ------------------------------------------------------------ Judge Katharine M. Samson of the United States Bankruptcy Court for the Southern District of Mississippi, Southern Division, signed off a settlement entered into by and between Mississippi Phosphates Corporation, Phosphate Holdings, Inc., lender parties, and environmental agencies. Pursuant to the Settlement Agreement, Liquidation Trust Acquired Assets and the Environmental Trust Assigned Assets will be transferred to the Liquidation Trust and the Environmental Trust, free and clear of all claims, liens and interests against the Debtors, including, without limitations, liens for the payments of monetary claims, such as unsecured claims for property taxes, or other monetary claims asserted or that could have been asserted in the Bankruptcy Cases, but, will remain subject to: (a) any existing in rem claims that do not secure payment of monetary claims; and (b) the Assumed Liabilities. The Liquidation Trust will have authority to borrow funds from the Exit Facility and lend the funds to the Environmental Trust, from time to time, for the sole purposes of funding the Environmental Trust administrative expenses pursuant to the Environmental Trust's approved budget in amounts approved by the Lender Parties, including, the Environmental Trust Initial Funding. A certain 320-acre tract, more particularly described as "West Half of Section 10, Township 8 South, Range 5 West, Jackson County, Mississippi" is removed from property to be conveyed by the Debtors under the Settlement Agreement. The Official Committee of Unsecured Creditors objected to the Debtors' motion to approve settlement and sought to prohibit the Debtors from transferring, selling, or altering the D&O Policies and from any attempt to place the D&O policies out of the reach of the Debtors' general unsecured creditors. The United States of America, on behalf of the United States Environmental Protection Agency and the Mississippi Department of Environmental Quality, responded to the objection of Chemours Company, LLC, and held that the Brantiff is inapplicable to the Environmental Settlement. The settlement appropriately harmonizes bankruptcy and environmental law, the U.S. Government asserted. Mississippi Phosphates Corporation is represented by: Stephen W. Rosenblatt, Esq. BUTLER SNOW LLP 1020 Highland Colony Parkway, Suite 1400 Ridgeland, MS 39157 Tel: (601) 985-4504 Email: steve.rosenblatt@hutlersnow.com Official Committee of Unsecured Creditors is represented by: Derek M. Meek, Esq. Marc P. Solomon, Esq. BURR & FORMAN, LLP 420 North 20th Street Birmingham, AL 35203 Tel: (205)251-3000 Fax: (205)458-5100 Email: dmeek@burr.com msolomon@burr.com United States Department of Justice, Environmental Enforcement Section is represented by: Kenneth G. Long, Esq. Karl J. Fingcrhood, Esq. Senior Trial Attorney P.O. Box 7611 Ben Franklin Station Washington, D.C. 20044 Tel: (202) 514-2840 Fax: (202)616-6584 Email: Kenneth.Long@usdoi.gov Karl.Fingerhood@usdoi.gov Mississippi Department of Environmental Quality is represented by: Roy H. Furrh, Esq. Theodore D. Lampton, Esq. P.O. Box 2261 Jackson, MS 39225 Tel: (601) 961-5260 Fax: (601)961-5349 Email: Roy Furrh@deq.state.ms.us Ted Lampton@dcq.state.ms.us About Mississippi Phosphates Mississippi Phosphates Corporation is a major United States producer and marketer of diammonium phosphate ("DAP"), one of the most common types of phosphate fertilizer. MPC, which was formed is a Delaware corporation in October 1990, owns a DAP facility in Pascagoula, Mississippi, which was acquired from Nu-South, Inc. in its 1990 bankruptcy. Phosphate rock, the primary raw material used in the production of DAP, is being supplied by OCP S.A., a corporation owned by the Kingdom of Morocco. The parent, Phosphate Holdings, Inc., was formed in December 2004 in connection with the bankruptcy reorganization of MPC and its then-parent Mississippi Chemical Corporation, the first fertilizer cooperative in the United States. As of Oct. 27, 2014, MPC has a work force of 250 employees, broken into 224 regular employees and 26 "nested" third-party contract employees. MPC and its subsidiaries, namely Ammonia Tank Subsidiary, Inc., and Sulfuric Acid Tanks Subsidiary, Inc., sought Chapter 11 bankruptcy protection (Bankr. S.D. Miss. Lead Case No. 14-51667) on Oct. 27, 2014. Judge Katharine M. Samson is assigned to the cases. Mississippi Phosphates disclosed $98.8 million in assets and $141 million plus an unknown amount in liabilities. Affiliates Ammonia Tank and Sulfuric Acid Tanks each estimated $1 million to $10 million in both assets and liabilities. The Debtors have tapped Stephen W. Rosenblatt, Esq., at Butler Snow LLP as counsel. The official committee of unsecured creditors tapped Burr & Forman LLP as its counsel. MOSS FAMILY: Can Use Fifth Third's Cash Collateral Until Nov. 13 ---------------------------------------------------------------- A federal judge extended the terms of a prior court order that allowed Moss Family Limited Partnership and Beachwalk LP to use the cash collateral of Fifth Third Bank. Judge Harry Dees, Jr. of U.S. Bankruptcy Court for the Northern District of Indiana extended the terms of the interim order to November 13. The terms of the interim order, issued in September 2012, expired on August 4, court filings show. The next hearing to consider the use of cash collateral is scheduled for November 3, at 9:30 a.m. About Moss Family Moss Family Limited Partnership and Beachwalk, L.P., filed Chapter 11 petitions (Bankr. N.D. Ind. Case Nos. 12-32540 and 12-32541) on July 17, 2012. Judge Harry C. Dees, Jr., presides over the case. Daniel Freeland, Esq., at Daniel L. Freeland & Associates, P.C., represents the Debtors. The Debtors tapped Beachwalk Realty LLC as their broker to sell certain property named Lot 136B located at 102 Mary Lane in Michigan City, Indiana. Moss Family disclosed $6,609,576 in assets and $6,299,851 in liabilities as of the Chapter 11 filing. The Debtors' Amended Joint Chapter 11 Plan dated Dec. 3, 2013, provides that unsecured claims will be fully paid and satisfied by use of the proceeds from the sale of LaPorte Judgment Lien Property. NATIONWIDE INSURANCE: A.M. Best Hikes FSR to 'B+(Good)' ------------------------------------------------------- A.M. Best Co., in an Aug. 11, 2015 release, upgraded the financial strength rating (FSR) to B+ (Good) from B (Fair) and the issuer credit rating (ICR) to "bbb-" from "bb+" of Nationwide Insurance Company of Florida (NICOF) (Columbus, OH). The outlook for both ratings has been revised to stable from positive. The ratings and outlook for NICOF reflect its solid risk-adjusted capitalization and improved and profitable operating performance in recent years. Through numerous risk management initiatives, NICOF has significantly reduced its exposures and concentrations of risk in Florida in recent years. NICOF also benefits from implicit and explicit support from its parent, Nationwide Mutual Insurance Company (Nationwide), through platforms and processes such as catastrophe reinsurance coverage, enterprise risk management and common infrastructure and distribution channels. Partially offsetting these positive rating factors is the company's limited business profile as a single-state, single-product writer. This leaves NICOF subject to potential adverse regulatory and judicial decisions, as well as economic conditions. In addition, as a Florida writer, the company will always be at risk of catastrophic weather events. Regarding future rating movement, a longer term profitable trend in underwriting performance and continued strong risk-adjusted capitalization could lead to a further upgrade of the ratings. Conversely, any deterioration in operating performance could result in negative rating pressure. Additionally, any change in the level of support or integration with Nationwide could lead to consideration of rating movement. NEW YORK LIGHT: Creditors' Committee Opposes Use of Cash Collateral ------------------------------------------------------------------- The Official Committee of Unsecured Creditors asks the United States Bankruptcy Court for the Northern District of New York filed a limited objection to New York Light Energy LLC's request for final authority to use cash collateral. The Committee seeks language in the final order clarifying that to the extent M&T Bank is made whole in its postpetition lending through the mechanism of receiving a Bill of Sale as contemplated in the Fund III Master Lease Agreement, that any remaining cash surplus will be made available to fund distributions to unsecured creditors as may be provided for in a Plan of Confirmation or otherwise and is not subject to the Cash Collateral Agreement or Final Cash Order. The Committee asserts that it needs to share in whatever carveout is provided in the Final Cash Order so that it can adequately report the interests of general unsecured creditors by evaluating any reorganization proposal and/or sale by the Debtor. The Debtor asks for a $100,000 carveout for its professionals as well. The Court will convene a hearing on the Cash Collateral Motion on August 26, 2015. The Debtor is represented by: Joseph Zagraniczny, Esq. BOND, SCHOENECK & KING PLLC One Lincoln Center Syracuse New York 13202 Tel: (315) 218-8000 Email: jagraniczny@bsk.com The Committee is represented by: Richard L. Weisz, Esq. HODGSON RUSS LLP 677 Broadway, Suite 301 Albany, NY 12207 Tel: (518) 465-2333 Email: rwiesz@hodgsonruss.com About New York Light Energy Founded in 2009 and based in Latham, New York, New York Light Energy, LLC, designs and installs medium-scale solar arrays in New York State and Massachusetts. The Company has installed solar arrays on more than 180 industrial, commercial, municipal, and residential sites, with a total of over 15 megawatts of capacity to date. NYLE and its affiliates commenced Chapter 11 bankruptcy cases (Bankr. N.D.N.Y. Lead Case No. 15-11121) in Albany, New York, on May 27, 2015. The Debtors tapped Bond, Schoeneck & King, PLLC, as counsel. Judge Robert E. Littlefield Jr. is assigned to the cases. NIRVANA INC: Creditors' Panel Hires Lowenstein Sandler as Counsel ----------------------------------------------------------------- The Official Committee of Unsecured Creditors of Nirvana, Inc. and its debtor-affiliates seek authorization from the U.S. Bankruptcy Court for the Northern District of New York to retain Lowenstein Sandler LLP as counsel to the Committee, effective June 29, 2015. The Committee requires Lowenstein Sandler to: (a) provide legal advice as necessary with respect to the Committee's powers and duties as an official committee appointed under section 1102 of the Bankruptcy Code; (b) assist the Committee in investigating the acts, conduct, assets, liabilities, and financial condition of the Debtors, the operation of the Debtors' business, potential claims, and any other matters relevant to the case, to the sale of assets or to the formulation of a chapter 11 plan; (c) participate in the formulation of a Plan; (d) provide legal advice as necessary with respect to any disclosure statement and Plan filed in the Chapter 11 Cases and with respect to the process for approving or disapproving disclosure statements and confirming or denying confirmation of a Plan; (e) prepare on behalf of the Committee, as necessary, applications, motions, complaints, answers, orders, agreements and other legal papers, including, without limitation the preparation and defense of retention and fee applications; (f) appear in Court to present necessary motions, applications, and pleadings, and otherwise protecting the interests of those represented by the Committee; (g) assist the Committee in requesting the appointment of a trustee or examiner, should such action be necessary; and (h) perform other legal services as may be required and that are in the best interests of the Committee and creditors. Lowenstein Sandler will be paid at these hourly rates: Partners $550-$1,100 Senior Counsel and Counsel $390-$695 Associates $285-$595 Paralegals and Assistants $110-$290 Lowenstein Sandler will also be reimbursed for reasonable out-of-pocket expenses incurred. The Committee 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. Lowenstein Sandler can be reached at: LOWENSTEIN SANDLER LLP 1251 Avenue of the Americas New York, NY 10020 Tel: (212) 262-6700 Fax: (212) 262-7402 About Nirvana Inc. Nirvana Inc. is a manufacturer and bottler of spring water that is captured from four natural springs on 1,600 acres of property located in the foothills of the Adirondack Mountains at Forestport, New York. Nirvana says its water is exceptionally pure and flows naturally to the surface at a temperature of 42 degrees Fahrenheit. Nirvana is a closely-held New York corporation with a principal office located at One Nirvana Plaza, Forestport, New York. Nirvana was formed on June 2, 1995 by Mozafar Rafizadeh and his brother, Mansur Rafizadeh. Nirvana, Inc., and three affiliates -- Nirvana Transport, Inc., Nirvana Warehousing, Inc. and Millers Wood Development Corp. -- sought Chapter 11 bankruptcy protection (Bankr. N.D.N.Y. Lead Case No. 15-60823) in Utica, New York, on June 3, 2015. The cases are assigned to Judge Diane Davis. According to the docket, the Debtors' Chapter 11 plan and disclosure statement are due Oct. 1, 2015. The deadline for filing claims by governmental units is Nov. 30, 2015. The Debtors tapped Bond, Schoeneck & King, PLLC, as general counsel, and Teitelbaum & Baskin, LLC, as special counsel. An official committee of unsecured creditors has been named in the case. NIRVANA INC: Withdraws Application to Hire Good News as Brokers --------------------------------------------------------------- Nirvana, Inc. and its debtor-affiliates sought -- then withdrew -- its application seeking permission from the U.S. Bankruptcy Court for the Northern District of New York to employ Good News, LLC dba Insolvency Strategies, as business brokers. Camille W. Hill, the Debtors' counsel, submitted a written request to the Clerk of Court to withdraw the Debtors' application, stating that on July 16, 2015, the Debtors filed an application with the Court seeking to retain a different business broker in these cases. The Debtors are represented by: Camille W. Hill, Esq. BOND, SCHOENECK & KING, PLLC One Lincoln Center 110 West Fayette Street Syracuse, NY 13202-1355 Tel: (315) 218-8627 Fax: (315) 218-8100 E-mail: chill@bsk.com About Nirvana Inc. Nirvana Inc. is a manufacturer and bottler of spring water that is captured from four natural springs on 1,600 acres of property located in the foothills of the Adirondack Mountains at Forestport, New York. Nirvana says its water is exceptionally pure and flows naturally to the surface at a temperature of 42 degrees Fahrenheit. Nirvana is a closely-held New York corporation with a principal office located at One Nirvana Plaza, Forestport, New York. Nirvana was formed on June 2, 1995 by Mozafar Rafizadeh and his brother, Mansur Rafizadeh. Nirvana, Inc., and three affiliates -- Nirvana Transport, Inc., Nirvana Warehousing, Inc. and Millers Wood Development Corp. -- sought Chapter 11 bankruptcy protection (Bankr. N.D.N.Y. Lead Case No. 15-60823) in Utica, New York, on June 3, 2015. The cases are assigned to Judge Diane Davis. According to the docket, the Debtors' Chapter 11 plan and disclosure statement are due Oct. 1, 2015. The deadline for filing claims by governmental units is Nov. 30, 2015. The Debtors tapped Bond, Schoeneck & King, PLLC, as general counsel, and Teitelbaum & Baskin, LLC, as special counsel. NORCAN FLEXIBLE: Files for Bankruptcy; Creditors Meeting Sept. 2 ---------------------------------------------------------------- The bankruptcy of Norcan Flexible Packaging Inc. occurred on Aug. 7, 2015, and the first meeting of creditors will be held on Sept. 2, 2015, at 1:00 p.m. at the Ernst & Young Tower, 222 Bay Street, 30th Floor in Toronto, Ontario. Ernst & Young Tower Toronto-Dominion Centre P.O. Box 251, 222 Bay Street Toronto, Ontario M5K 1J7 Contact: Philip Kan Tel: 416-943-2277 Fax: 416-943-3300 OPTIM ENERGY: Plan Effective Date Milestone Extended to Aug. 21 --------------------------------------------------------------- Optim Energy, LLC, and its affiliated Debtors gave notice to the U.S. Bankruptcy Court for the District of Delaware of (a) the amendment of Schedule 12.1 to the DIP Credit Agreement to extend to August 21, 2015 the milestone regarding attaining the effective date of the Plan of Reorganization or consummating the sale contemplated by the Sale Proposal; and (b) (2) Section 12.1(q) of the DIP Credit Agreement to delete the section in its entirety. Affiliated debtors Optim Energy Altura Cogen, LLC and Optim Energy Cedar Bayou 4, LLC likewise gave notice to the Court that: (1) They had filed the plan supplement in support of the Third Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code on June 10, 2015; (2) That they had filed the Notice of Amendment to Exit Facility Commitment Letter that is Exhibit C to the Plan Supplement, evidencing an agreement reached between the Reorganizing Debtors and Cascade Investment LLC, to amend that certain Commitment Letter dated June 10, 2015, to extend to August 21, 2015 the termination of the commitments and undertakings therein in the event the Reorganizing Debtors have not consummated the Transactions referred to therein on or before such date. The Debtors are represented by: Robert J. Dehney, Esq. Eric D. Schwartz, Esq. Erin R. Fay, Esq. MORRIS, NICHOLS, ARSHT & TUNNEL LLP 1201 North Market Street, 16th Floor P.O. Box 1347 Wilmington, Delaware 19899 Telephone: (302) 658-9200 Facsimile: (302)658-3989 E-mail: rdehney@mnat.com eschwartz@mnat.com efay@mnat.com - and - Kurt A. Mayr, Esq. Mark E. Dendinger, Esq. BRACEWELL & GIULIANI LLP CityPlace I, 34th Floor 185 Asylum Street Hartford, Connecticut 06103 Telephone: (860) 947-9000 Facsimile: (860) 246-3201 E-mail: Kurt.Mayr@bgllp.com Mark.Dendinger@bgllp.com - and - Robert G. Burns, Esq. Jonathan Lozano, Esq. BRACEWELL & GIULIANI LLP 1251 Avenue of Americas, 49th Floor New York, NY 10020-1104 Telephone: (212)508-6100 Facsimile: (800)404-3970 E-mail: Robert.Burns@bgllp.com Jonathan.Lozano@bgllp.com About Optim Energy Optim Energy, LLC, and its affiliates are power plant owners principally engaged in the production of energy in Texas's deregulated energy market. Optim owns and operates three power plants in eastern Texas: the Twin Oaks plant in Robertson County, Texas, the Altura Cogen plant in Harris County, Texas and the Cedar Bayou plant in Chambers County, Texas. The Altura and Cedar Bayou plants are fueled by natural gas, and the third is coal-fired. Optim Energy and its affiliates sought Chapter 11 protection from creditors (Bankr. D. Del. Lead Case No. 14-10262) on Feb. 12, 2014. The Debtors have tapped Bracewell & Giuliani LLP and Morris, Nichols, Arsht & Tunnell LLP as attorneys; Protiviti Inc. as restructuring advisors; and Prime Clerk LLC as claims agent. Optim Energy, LLC scheduled $6.95 million in assets and $717 million in liabilities. Optim Energy Cedar Bayou 4, LLC, disclosed $184 million in assets and $718 million in liabilities as of the Chapter 11 filing. The Debtors have $713 million of outstanding principal indebtedness. The U.S. Trustee for Region 3 was unable to appoint an official committee of unsecured creditors in the Debtors' cases. Walnut Creek is represented by Michael W. Yurkewicz, Esq., at Klehr Harrisison Harvey Branzburg LLP, in Wilmington, Delaware; Paul M. Basta, P.C., Esq., Joshua A. Sussberg, P.C., Esq., and Matthew Kapitanyan, Esq., at Kirkland & Ellis LLP, in New York; and James A. Stempel, Esq., at Kirkland & Ellis LLP, in Chicago, Illinois. Cascade Investment, L.L.C., and ECJV Holdings are represented by Margaret Whiteman Greecher, Esq., Pauline K. Morgan, Esq., and Patrick A. Jackson, Esq., at Young Conaway Stargatt & Taylor LLP, in Wilmington, Delaware; and Lindsee P. Granfield, Esq., and Jane VanLare, Esq., at Cleary Gottlieb Steen & Hamilton LLP, in New York. PACIFIC STEEL: Court OKs Wendel Rosen as Panel's Conflicts Counsel ------------------------------------------------------------------ The Official Committee of Unsecured Creditors of Pacific Steel Casting Company and Berkeley Properties, LLC sought and obtained permission from the Hon. Roger L. Efremsky of the U.S Bankruptcy Court for the Northern District of California to retain Wendel Rosen Black & Dean LLP as special conflicts counsel for the Committee, effective June 25, 2015. The duties to be performed by Wendel Rosen would involve reviewing the lien documentation of Wells Fargo Bank, reporting to the Committee on the results of the review, and representing the Committee in any negotiations or litigation that arose out said review. Michael D. Cooper, Esq., will perform substantially all of the work to be performed by Wendel Rosen. Mr. Cooper will be paid at $575 per hour. Wendel Rosen will also be reimbursed for reasonable out-of-pocket expenses incurred. Mr. Cooper, a partner at Wendel Rosen, 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. Wendel Rosen can be reached at: Michael D. Cooper, Esq. WENDEL, ROSEN, BLACK & DEAN LLP 1111 Broadway, 24th Floor Oakland, CA 94607 Tel: (510) 834-6600 Fax: (510) 808-4648 E-mail: mcooper@wendel.com About Pacific Steel Casting, Berkeley Properties Pacific Steel Casting Company and Berkeley Properties, LLC, separately filed Chapter 11 bankruptcy petitions (Bankr. N.D. Cal. Case Nos. 14-41045 and 14-41048) on March 10, 2014. Pacific Steel's petition was signed by Charles H. Bridges, Jr., chief financial officer and director. Michael W. Malter, Esq., at Binder & Malter, LLP serves as the Debtors' counsel. Epiq Bankruptcy Solutions, LLC, is the Debtors' claims, noticing and balloting agent. Burr Pilger Mayer, a certified public accounting firm, serves as financial consultants. Pacific Steel makes carbon, low-alloy and stainless steel castings for U.S. and international customers, largely for heavy-duty trucks and construction equipment. Tracy Hope Davis, the United States Trustee for Region 17, appointed seven creditors to serve on the Official Committee of Unsecured Creditors. The Committee is represented by Ori Katz, Esq., and Michael M. Lauter, Esq., at Sheppard, Mullin, Richter & Hampton LLP. The Debtors in July 2014 won court approval to sell their fourth-generation family-owned steel foundry for $11.3 million cash plus assumption of specified liabilities to Speyside Fund LLC. Bankruptcy Judge Roger L. Efremsky authorized the Debtors to revise case caption to reflect the name change after the sale of assets. The case caption now reflects: Second Street Properties, and Berkeley Properties, LLC. The Debtors stated that the assets sold included the trade name "Pacific Steel Casting Company" and the commonly used abbreviation and trademark "PSC". The Debtors agreed with the buyer that the Debtors would stop using that name immediately after the closing. PENN VIRGINIA: S&P Cuts Corp. Credit Rating to 'B-', Outlook Neg. ----------------------------------------------------------------- Standard & Poor's Ratings Services lowered its corporate credit rating on Radnor, Pa.-based exploration and production (E&P) company Penn Virginia Corp. to 'B-' from 'B'. The outlook is negative. At the same time, S&P lowered its ratings on the company's senior unsecured debt to 'CCC' from 'CCC+'. The recovery rating on the debt remains '6', which indicates S&P's expectation for negligible (0% to 10%) recovery in the event of a default. "The downgrade reflects the impact of lower-than-expected production, which resulted in a deterioration of Penn Virginia's expected financial and liquidity measures," said Standard & Poor's credit analyst David Lagasse. S&P assesses Penn Virginia's business risk profile as "weak," reflecting its participation in the cyclical and capital-intensive E&P industry and the relatively modest size of the company's reserves. Based on resulting financial measures, S&P assess Penn Virginia's financial risk profile as "highly leveraged." S&P considers liquidity to be "adequate." The negative rating outlook reflects Standard & Poor's view that liquidity and credit measures will continue to weaken with FFO to debt dropping below 12% in 2016 and debt to EBITDA increasing above 5x in 2015 and 6x in 2016. In addition, covenant compliance could become tight in 2016, absent further amendments or an improvement in commodity prices. S&P could lower the ratings if liquidity were to fall to "less than adequate." This could occur if PVA's operational performance falls short of expectations, or commodity prices remain below $45 for an extended period. S&P could return the rating outlook to stable if it expects the company to sustain average FFO to debt comfortably above 12%. Such an event could occur if S&P expected crude oil prices to be sustained above $60/bbl, likely in conjunction with the benefit from continued advantaged drilling and completion costs. POINT BLANK: Jeffrey Brooks Wants 2008 Steel Takeover Investigated ------------------------------------------------------------------ Jeffrey R. Brooks filed on Aug. 16, by and through his counsel Christopher D. Loizides of Loizides, P.A., his Memorandum of Law in Opposition to SS Body Armor I, Inc.'s Motion for a Preliminary Injunction. Following formal demand on the Debtor's Board of Directors, on April 6, 2015, Jeffrey Brooks filed an action with the Delaware Court of Chancery to compel the Debtor to convene an annual meeting of shareholders. Jeffrey Brooks commenced the Chancery Case to have an independent board appointed to investigate and pursue causes of action against Steel Partners II, L.P. and affiliated entities and individuals for acts taken when Steel controlled the Debtor. Jeffrey Brooks' investigation has revealed that, following a failed bid by Steel to buy the Debtors in 2007, Steel allegedly took control of the Debtor in 2008 with the intention of driving the Debtor into bankruptcy so that Steel could acquire the Debtor's assets at a huge discount. In connection with that effort, Steel caused the Debtor to enter into unfavorable transactions with Steel-owned companies, resulting in sub-standard products at substantially higher costs to the Debtor. Steel also caused the Debtor to pay many millions of dollars to Steel-affiliated professionals in connection with Steel's efforts. The result was the destruction of the Debtor's business and the loss of possibly hundreds of millions of dollars of shareholder value. The Debtor was once the nation's leading manufacturer of bullet-resistant vests. As a component of the scheme by Steel, product quality issues were allegedly caused intentionally by the Debtor's management (as corroborated by witness statements), setting into motion a cash and liquidity crisis and ultimately leading to bankruptcy. In 2011, the Debtor sold its assets to a Sun Capital affiliate for approximately $36 million. The reported and ongoing costs of the bankruptcy, as caused by Steel, amount to a cost to the Debtor—a cost to all equity holders—many millions of dollars greater than the fire sale proceeds realized by the voluntary sale of the Debtor's assets. In 2014, under the management of Sun Capital, Point Blank's revenues reached approximately $250 million, up nearly $100 million from two years prior. The Board is beholden to Steel because the three Board members are Steel nominees as no shareholder meeting has been held for more than five years—that is, since prior to bankruptcy. Their loyalty is to Steel because they were on the Board when much of the alleged illicit conduct took place. At least two other investors have also requested a shareholder meeting. Jeffrey Brooks understands that only an independent board will be acceptable to other shareholders. He is requesting that a board free from conflicts that burden the existing board be appointed. It will be the new and independent board that will evaluate the claims against Steel. On July 22, 2015, the Debtor filed its amended proposed plan of liquidation. The Plan contains broad Debtor and third-party release and exculpation provisions, including of all of the members of Debtor's management and the existing Board. A confirmation hearing on the Plan has been set for November 9-10, 2015. Jeffrey Brooks expects to object to the Plan on grounds including the Plan releases and the continuing control of the Debtor by existing management. The fact that Jeffrey Brooks opposes this particular Plan -- or to be more precise -- certain provisions in this particular Plan -- does not mean that Jeffrey Brooks is opposed to confirmation of any plan. Any plan of reorganization should, at a minimum, enfranchise shareholders, place neutral fiduciaries in charge of the Debtor, and not release estate causes of action against current management, Steel and others. So long as existing management is in control of the plan process, however, they will assure that they remain in control despite the interests of shareholders and that they and others will benefit from the plan release provisions to the detriment of the creditors and all equity holders. About Point Blank Headquartered in Pompano Beach, Florida, Point Blank Solutions, Inc. -- http://www.pointblanksolutionsinc.com/-- designs and produces body armor systems for the U.S. Military, Government and law enforcement agencies, as well as select international markets. The Company maintains facilities in Pompano Beach, Florida, and Jacksboro, Tennessee. The Company's former chief executive officer and chief operating officer were convicted in September 2010 of orchestrating a $185 million fraud. Point Blank Solutions, formerly DHB Industries, filed for Chapter 11 protection (Bankr. D. Del. Case No. 10-11255) on April 14, 2010. Laura Davis Jones, Esq., Alan J. Kornfeld, Esq., David M. Bertenthal, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones LLP, serve as bankruptcy counsel to the Debtor. Olshan Grundman Frome Rosenweig & Wolosky LLP serves as corporate counsel. Epiq Bankruptcy Solutions serves as claims and notice agent. The U.S. Trustee has appointed an Official Committee of Unsecured Creditors and a separate Official Committee of Equity Security Holders in the case. Ian Connor Bifferato, Esq., and Thomas F. Driscoll III, Esq., at Bifferato LLC; and Carmen H. Lonstein, Esq., Andrew P.R. McDermott, Esq., and Lawrence P. Vonckx, Esq., at Baker & McKenzie LLP, serve as counsel for the Official Committee of Equity Security Holders. Robert M. Hirsh, Esq., and George P. Angelich, Esq., at Arent Fox LLP, serve as counsel to the Creditors Committee, and Frederick B. Rosner, Esq., and Brian L. Arban, Esq., at the Rosner Law Group LLC, serve as co-counsel. In October 2011, the Debtors sold substantially all assets to Point Blank Enterprises, Inc. The lead debtor changed its name to SS Body Armor I, Inc., following the sale. PQ CORP: Moody's Affirms B3 CFR & Revises Outlook to Stable ----------------------------------------------------------- Moody's Investors Service affirmed all ratings for PQ Corporation, including the B3 Corporate Family Rating, and revised the rating outlook to stable from positive following the company's announcement of an equity-for-equity merger with Eco Services Operations LLC. Affiliates of the private equity firm CCMP Capital Advisors ("CCMP") own large equity stakes in both companies and will be the largest shareholder of the combined entity. "The proposed merger with Eco Services, combined with ongoing currency headwinds on PQ's existing businesses, reduce the likelihood that PQ will generate credit metrics or enough positive free cash flow required to consider upgrading the rating over the next year," said Ben Nelson, Moody's Vice President and lead analyst for PQ Corporation. Actions: Issuer: PQ Corporation Corporate Family Rating, Affirmed B3; Probability of Default Rating, Affirmed B3-PD; Senior Secured Revolving Credit Facility due 2017, Affirmed B2, LGD3; Senior Secured Term Loan due 2017, Affirmed B2, LGD3; Senior Secured 2nd lien notes due 2018, Affirmed Caa1, LGD4; Outlook, Changed To Stable From Positive. The merger transaction is subject to regulatory approvals and is expected to close in the fourth quarter of 2015. RATINGS RATIONALE Moody's believes that the transaction will strengthen PQ's business profile by improving scale and product diversity. Eco Services is an independent sulfuric acid company formed through a carve-out transaction from Solvay in late 2014. Like PQ's legacy portfolio, Eco Services' business profile is stable and margins are high relative to most rated peers in the chemical industry. However, PQ has not disclosed details on the intended capital structure for the combined entity, which could include a combination of existing and new debt. Moody's expects that the transaction will trigger a change of control provisions under PQ's existing first lien senior secured credit facilities and second lien senior secured notes. This clause will be triggered as CCMP's stake will increase to over 50% from less than 50% ownership of PQ today. Other shareholders, including INEOS Group plc (B1 stable) and members of management, will maintain an equity position in the combined company. In addition, Moody's does not expect the transaction will trigger change of control provisions under Eco Services' existing senior secured credit facilities and senior unsecured notes. PQ's financial performance and key credit metrics have weakened in the first half of 2015 with adjusted leverage near 7 times (Debt/EBITDA; excluding significant currency-related add-backs to EBITDA), interest coverage in the mid 2 times (EBITDA/Interest), retained cash flow near 6% of debt (RCF/Debt), and roughly breakeven free cash flow for the twelve months ended June 30, 2015. While price and volumes improved during the first half of the year, foreign currency headwinds have been significant enough that Moody's no longer expects the company to generate positive free cash flow in 2015. Liquidity has also tightened from a combination of modest revolver borrowings, weakened credit metrics, and upcoming step-downs in the company's financial maintenance covenants. These factors are important considerations in the revision of the rating outlook to stable despite an anticipated near-term improvement in the company's business profile and longer-term improvement in expected cash flow generation. The B3 CFR is constrained by high expected financial leverage and modest near-term prospects for free cash flow generation. The combined business will have leading market positions in diverse end markets, broad customer base with many long-term relationships, geographic diversity, and structural advantages related to the proximity of silicates and sulfuric acid facilities to customer locations. These factors enable the company to carry more leverage than many rated peers, but, with adjusted financial leverage likely in excess of 7 times (Debt/EBITDA) and a pending integration of Eco Services, free cash flow is likely to be limited at least for the next several quarters. PQ has been investing heavily in growth capital spending over the past few years and Eco Services announced recently a capacity expansion at its facility in Baton Rouge, La. The stable outlook anticipates that on a combined basis adjusted financial leverage of the combined entity will remain below 7.5 times, effective liquidity will remain well above $200 million, and the company will have at least line of sight towards positive free cash flow generation within 12-18 months. Moody's could upgrade the rating with expectations for adjusted financial leverage sustained below 6.5 times (Debt/EBITDA), retained cash flow sustained above 8% of debt (RCF/Debt), free cash flow sustained above 3% of debt (FCF/Debt), and effective liquidity sustained above $250 million. Moody's could downgrade the rating with expectations for sustained negative free cash flow or substantive deterioration in liquidity. The principal methodology used in these ratings was Global Chemical Industry Rating Methodology published in December 2013. PQ Corporation is a leading provider of inorganic specialty chemicals, including sodium silicates, silicate derivatives, catalysts, reflective glass spheres, and engineered glass materials. CCMP Capital Advisors purchased a stake in the company in late 2014. Affiliates of The Carlyle Group previously purchased the company in a secondary leveraged buyout from CCMP in July 2007. The company acquired INEOS' silica business through a leveraged transaction in July 2008. INEOS and members of management own the remainder of the company. Headquartered in Malvern, Pa., the company generates revenues of about $1.1 billion. PUBLIC SERVICE: A.M. Best Lowers Fin. Strength Rating to 'B(fair)' ------------------------------------------------------------------ A.M. Best Co. has downgraded the financial strength rating (FSR) to B (Fair) from B+ (Good) and the issuer credit rating (ICR) to "bb+" from "bbb-" of Public Service Insurance Company (Chicago, IL) and its affiliates, Paramount Insurance Company (New York, NY) and Western Select Insurance Company (Los Angeles, CA) (collectively referred to as Magna Carta Companies), which operate through an intercompany pooling reinsurance agreement. The outlook for the FSR has been revised to stable from negative, while the outlook for the ICR remains negative. The rating actions reflect the poor operating performance throughout the recent five-year period as evidenced by pre-tax operating losses during the 2010-2014 period driven by significant levels of adverse loss reserve development on prior accident years, the impact of weather-related losses and the need for improved risk controls. Operating performance was negatively impacted during the fourth quarter in 2014 by $27.0 million in reserve strengthening actions that occurred primarily on the workers' compensation and commercial multi-peril lines of business to more accurately establish ultimate claim liabilities. These actions were in addition to the fourth quarter 2013 actions resulting from a $48.8 million charge to strengthen reserves, the majority of which related to the workers' compensation line. Partially offsetting these negative factors are Magna Carta's adequate but declining risk-adjusted capitalization, strong commercial market knowledge and management's plan to non-renew higher loss ratio business while focusing on low hazard business. The group's reduced risk-adjusted capitalization reflects its declining surplus and increased loss reserves and underwriting leverage, partially offset by the effects of an adverse development cover implemented during 2014. While risk-adjusted capitalization was supportive of the group's liabilities at year-end 2014 and is expected to remain so over the near-term, continuing operating losses may drive further deterioration in this metric. The outlooks reflect A.M. Best's concerns with the sustained underwriting losses reported throughout the five-year period and the magnitude of actions required in recent years to strengthen loss reserves, as well as the lack of clarity regarding the Magna Carta Companies' risk appetite and business strategy, which has contributed to the poor underwriting and operating results. It is expected that management will focus on these critical issues in an effort to improve operating performance over the near term. Negative rating actions could occur if the group's underwriting and operating performance are not in line with A.M. Best's expectations or if there is further significant deterioration in the group's risk-adjusted capital position. Positive rating actions are not expected in the near term. RELATIVITY FASHION: Meeting of Creditors Slated for September 19 ---------------------------------------------------------------- A meeting of creditors for Relativity Fashion LLC and its debtor-affiliates will take place on Sept. 19, 2015, at 2:30 p.m., at the office of the United States Trustee, 80 Broad Street, 4th Floor in New York, New York. Based in New York, Relativity Fashion LLC dba M3 Relativity -- http://relativitymedia.com/-- is a privately-held entertainment company with an integrated and diversified global media platform that provides, among other things, film and television financing, production and distribution. Relativity was founded in 2004 by Ryan Kavanaugh as a films late cofinancier partnering with major studios such as Sony and Universal. In addition, the Company engages in content production and distribution, including movies, television, fashion, sports, digital and music. The Company and its affiliates filed for Chapter 11 protection on July 30, 2015 (Bankr. S.D. N.Y. Lead case No. 15-11989). Judge Michael E. Wiles presides over the Debtors' Chapter 11 cases. Craig A. Wolfe, Esq., Malani J. Cademartori, Esq., and Blanka K. Wolfe, Esq., at SHEPPARD MULLIN RICHTER & HAMPTON LLP, and Richard L. Wynne, Esq., Bennett L. Spiegel, Esq., and Lori Sinanyan, Esq., at JONES DAY, represent the Debtors in the bankruptcy cases. The Debtors reported total assets of $559.9 million, and total debts: $1.1 billion as of Dec. 31, 2014. RELATIVITY MEDIA: Manchester Securities Wants Cap on Payments ------------------------------------------------------------- Financial firm Manchester Securities wants to impose a specific dollar cap on payments and limit payments from being made after Oct. 31, 2015, or the sale of Relativity Media's assets, and reasonable advance notice before specific payments are made, Eriq Gardner at The Hollywood Reporter writes. The Hollywood Reporter states that Manchester Securities is a subsidiary of hedgefund powerhouse Elliot Management, which was one of the Company's earliest financial backers and is still owed $131 million from the bankrupt studio. Citing Manchester Securities, The Hollywood Reporter relates that payment of residuals and profit participation from the bankrupt Company's films and television shows "might improperly elevate one group of prepetition creditors above other similarly situated prepetition creditors" and that the Company's attorneys "have not sufficiently demonstrated that the proposed payees qualify under the critical vendor or doctrine of necessity exceptions to the general rule that prepetition creditors are not paid before confirmation." Manchester Securities, The Hollywood Reporter notes, claims that the Company has failed to offer proof that talent would stop working with the studio "if unpaid altogether," failed to investigate the secured status of residual and participation obligations, and that the Company is under obligation in bankruptcy to "negotiate favorable terms with payment recipients." The Company said in court documents filed in July that $28 million worth of profit participations and residuals were due at the time of the Chapter 11 filing and $8.245 million more was expected to come due through September. The Company, The Hollywood Reporter recalls, insisted that it was important to pay these obligations so as to preserve the ability to maintain new production and not "negatively impact" relationships with talent and other stakeholders like unions. About Relativity Relativity -- http://relativitymedia.com/-- is a next-generation global media company engaged in multiple aspects of content production and distribution, including movies, television, sports, digital and music. More than just a collection of entertainment-related businesses, Relativity is a content engine with the ability to leverage each of these business units, independently and together, to create content across all mediums, giving consumers what they want, when they want it. Relativity Studios, the Company's largest division, has produced, distributed or structured financing for more than 200 motion pictures, generating more than $17 billion in worldwide box-office revenue and earning 60 Oscar nominations. Relativity's films include Oculus, Safe Haven, Act of Valor, Immortals, Limitless, and The Fighter. Relativity Media LLC and its affiliates sought protection under Chapter 11 of the Bankruptcy Code on July 30, 2015 (Bankr. S.D.N.Y., Case No. 15-11989). The case is assigned to Judge Michael E. Wiles. The Debtors are represented by Craig A. Wolfe, Esq., Malani J. Cademartori, Esq., and Blanka K. Wolfe, Esq., at Sheppard Mullin Richter & Hampton LLP, in New York; and Richard L. Wynne, Esq., Bennett L. Spiegel, Esq., and Lori Sinanyan, Esq., at Jones Day, in New York. Brian Kushner of FTI Consulting, Inc., serves as chief restructuring officer and crisis and turnaround manager. Luke Schaeffer of FTI Consulting, Inc., serves as deputy CRO. Blackstone Advisory Partners L.P. serves as the Debtors' investment banker. The team is led by Timothy Coleman, Senior Managing Director, CJ Brown, Senior Managing Director, Paul Sheaffer, Vice President, and Joseph Goldschmid, Associate. The Debtors' noticing and claims agent is Donlin, Recano & Company, Inc. RHINO EXCAVATING: Case Summary & 8 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Rhino Excavating, LLC PO Box 584 Fort Gay, WV 25514 Case No.: 15-30351 Type of Business: Mining, Quarrying, Oil & Gas Extraction Chapter 11 Petition Date: August 18, 2015 Court: United States Bankruptcy Court Southern District of West Virginia (Huntington) Judge: Hon. Ronald G. Pearson Debtor's Counsel: Joe M. Supple, Esq. SUPPLE LAW OFFICE, PLLC 801 Viand Street Point Pleasant, WV 25550 Tel: (304) 675-6249 Fax: (304) 675-4372 Email: info@supplelaw.net Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Crissa Raines, member. List of Debtor's eight Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Walker Rental $250,000 837 Adams Avenue Huntington, WV 25704 Cadle Co. $330,000 D.A.N. Joint Venture III, L.P. 100 North Center Street Newton Falls, OH 44444 John Deere Financial $460,000 6400 NW 86th Street Johnston, IA 50131-6600 Caterpillar Financial $766,000 PO Box 340001 Nashville, TN 37203-0001 Internal Revenue Service Taxes $66,000 Whayne Catepillar Supply $40,000 Southeastern Equipment Co. Inc. $30,000 Rish Equipment Co. $12,000 SANDRIDGE ENERGY: Moody's Lowers CFR to 'Caa2', Outlook Stable -------------------------------------------------------------- Moody's Investors Service downgraded SandRidge Energy, Inc.'s Corporate Family Rating (CFR) to Caa2 from Caa1, its Probability of Default Rating to Caa2-PD/LD from Caa1-PD, its second lien secured notes rating to B2 from B1, and its senior unsecured rating to Caa3 from Caa2. Moody's also affirmed the company's SGL-2 Speculative Grade Liquidity rating. The ratings outlook is stable. These actions are in response to SandRidge's privately negotiated transaction to repurchase $250 million of existing senior unsecured notes for $94.5 million in cash at an average price of 38% of par. In addition, the company announced that it will exchange an additional $275mm of senior unsecured notes into new convertible notes. Moody's considers SandRidge's repurchase of unsecured debt at a discount to par and its exchange of unsecured debt for new convertible notes as a distressed exchange for its senior unsecured debt, which Moody's views as a default. As noted above, Moody's appended the Caa2-PD PDR with an "/LD" designation indicating limited default, which will be removed three business days thereafter. "The downgrade of SandRidge's ratings reflects the company's weak cash flow metrics and potentially unsustainable capital structure," commented Amol Joshi, Moody's Vice President. "With weak commodity prices exacerbating the impact of its relatively high interest expense and operating cost structure on cash flow, the risk of further debt restructuring has increased." Rating Actions: Issuer: SandRidge Energy, Inc. Corporate Family Rating, Downgraded to Caa2 from Caa1 Probability of Default Rating, Downgraded to Caa2-PD/LD from Caa1-PD Speculative Grade Liquidity Rating, Affirmed SGL-2 Senior Secured Second Lien Notes, Downgraded to B2 (LGD2) from B1 (LGD2) Senior Unsecured Notes, Downgraded to Caa3 (LGD5) from Caa2 (LGD5) Outlook Actions: Outlook: Stable RATINGS RATIONALE The Caa2 CFR reflects high financial leverage and worsening credit metrics as its existing hedges roll off and the company remains significantly less hedged for 2016, leading to a potentially unsustainable capital structure with continued weak commodity prices. Moody's expects debt to average daily production to exceed $50,000 per barrel of oil equivalent (boe), and retained cash flow (RCF) to debt to fall toward 5% in 2016. The CFR also considers the risk that SandRidge will not have the ability to grow out of its weak leverage metrics, and as its retained cash flow remains weak due to low netback per boe and high interest expense burden, despite the discounted notes repurchase somewhat reducing annual interest expense. SandRidge's SGL-2 Speculative Grade Liquidity Rating reflects good liquidity over the next 12 months. SandRidge's credit facility has a borrowing base of $500 million. As of June 30, 2015, and pro forma for the repurchase and exchange, its credit facility is undrawn and the company has almost $900 million in cash on its balance sheet. Financial covenants in the facility include a maximum senior secured first lien debt to EBITDA ratio of 2.0x and a minimum current ratio of 1.0x. Moody's expects SandRidge to remain in compliance with these covenants through mid-2016. SandRidge has a sizeable cash cushion as it continues to outspend cash flow. SandRidge's unsecured notes are rated Caa3, which is one notch below the Caa2 CFR. This notching reflects the priority claim given to the senior secured credit facility and the second lien notes under Moody's Loss Given Default Methodology. The stable rating outlook reflects the company's good liquidity and ability to maintain production levels over the next 12 months. A downgrade is possible if liquidity deteriorates significantly, or if SandRidge's production volumes were to decline more than anticipated. EBITDA to interest expense of at least 2.0x combined with adequate liquidity could result in a ratings upgrade. The principal methodology used in these ratings was Global Independent Exploration and Production Industry published in December 2011. SandRidge Energy, Inc. is an independent exploration and production (E&P) company principally focused in the Mississippian Lime play in Oklahoma and Kansas. The company is headquartered in Tulsa, Oklahoma. SHAWNEE AVE: Case Summary & 3 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Shawnee Ave LLC 616 Fern street West Palm Beach, FL 33401 Case No.: 15-24958 Type of Business: Real Estate Holder Chapter 11 Petition Date: August 18, 2015 Court: United States Bankruptcy Court Southern District of Florida (West Palm Beach) Judge: Hon. Erik P. Kimball Debtor's Counsel: Richard Siegmeister, Esq. RICHARD SIEGMEISTER P.A. 1800 SW 1 Ave #304 Miami, FL 33129 Tel: 305-859.7376 Email: rspa111@att.net Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Carlos Alvarez, authorized representative - member. List of Debtor's three Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ U.S. Samill Business Taxes and other $0 Administration debts Palm Beach County Taxes and other $0 debts State of Florida Taxes and Other $0 Department of Revenue Debts SINGH AUTO WOLD: Case Summary & 21 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Singh Auto Wold LLC 154 Nazareth Pike Bethlehem, PA 18020 Case No.: 15-15954 Chapter 11 Petition Date: August 19, 2015 Court: United States Bankruptcy Court Eastern District of Pennsylvania (Reading) Judge: Hon. Richard E. Fehling Debtor's Counsel: Michael J. McCrystal, Esq. MCCRYSTAL LAW OFFICES 2355 Old Post Road, Ste 4 Coplay, PA 18037 Tel: (610) 262-7873 Email: mccrystallaw@gmail.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Varinder Jeet Singh, managing member. List of Debtor's 21 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ NextGear Capital Inc, Trade Debt $750,000 Remarketing Dept 1320 City Center Drive, STE 100 Carmel, IN 46032-3816 A&S Associates $400,000 David Hottenstein $300,000 Alpha Air LLC Trade Debt $250,000 1456 Ferry Road, STE 603 Doylestown, PA 18901 Baljit Singh $100,000 Sheik Amhed $100,000 Dwane Mitto $100,000 Chase Ink $25,000 AutoZone Trade Debt $11,800 Jack Williams $11,500 Kost Tires $9,600 Advance Auto Parts $8,400 Auto Parts Warehouse $6,000 Lentini Auto Salvage $5,400 Warrany Solutions $5,000 Knopf Automotive $2,000 Autoparts International $1,800 Thompson Wholesale $1,700 Verizon Wireless $1,400 Core Logic Credco LLC Trade Debt $1,100 PPL Electric Utilities $1,100 SMITH & MORRIS: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: Smith & Morris Holdings LLC 22 Village Road Beach Lake, PA 18405 Case No.: 15-03520 Type of Business: Single Asset Real Estate Chapter 11 Petition Date: August 18, 2015 Court: United States Bankruptcy Court Middle District of Pennsylvania (Wilkes-Barre) Judge: Hon. John J Thomas Debtor's Counsel: Roger Mattes, Jr., Esq. MATTES AND MATTES, P.C. 324 North Washington Avenue Scranton, PA 18503 Tel: 570 969-2222 Fax: 570 343-3111 Email: matteslaw@epix.net Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Stephen G. Smith, managing partner. The Debtor did not include a list of its largest unsecured creditors when it filed the petition. SPECTRUM ANALYTICAL: Asset Sale Hearing on Aug. 25 -------------------------------------------------- Steven Weiss, the Chapter 11 Trustee of Spectrum Analytical Inc., intends to sell certain assets of Spectrum Analytical Inc. and Hanibal Technology LLC free and clear of all liens, claims, interests and encumbrances, on an "as is, where is" basis, according to the terms set forth in an asset purchase agreement dated July 22, 2015. A hearing on the proposed asset sale is set for Aug. 25, according to the Troubled Company Reporter's prior report. According to a notice, the Trustee will conduct the auction during the sale hearing. Any objections to the sale, and any offers for the assets were due Aug. 20. About Spectrum Analytical Spectrum Analytical Inc. provides testing and analytical data for environmental interests. Hanibal Technology LLC serves as Spectrum's exclusive international marketing and sales agent, and focuses on education, research, and development in environmental technology. Spectrum maintains offices in Agawam, Massachusetts, Tampa, Florida, North Kingstown, Rhode Island, and Syracuse, New York. Spectrum Analytical and Hanibal Technology commenced Chapter 11 bankruptcy cases (Bankr. D. Mass. Case Nos. 15-30404 and 15-30405) on April 30, 2015, to retake management of their business and assets from the receiver installed by their lender. Hanibal Tayeh, the sole member, signed the bankruptcy petitions. Spectrum disclosed $8,658,751 in assets and $1,987,714 in liabilities as of the Chapter 11 filing. Hanibal estimated less than $10 million in assets and debt. Bacon Wilson, P.C., serves as the Debtors' counsel. Steven Weiss, the Chapter 11 trustee tapped Seth Schalow as restructuring consultant for the estate. TechKnowledgey Strategic Group, serves as his business broker, and Shatz Schwartz and Fentin. P.C., as his counsel. TIERRA DEL REY: Hires Curry Advisors as General Bankruptcy Counsel ------------------------------------------------------------------ Tierra Del Rey, LLC, seeks authorization from the U.S. Bankruptcy Court for the Southern District of California to employ Curry Advisors as its general bankruptcy counsel, effective July 2, 2015. The Debtor requires Curry Advisors to: (a) advise, consult with, and assist the Debtor with regard to evaluating prospects for reorganization through rehabilitation and orderly liquidation; (b) advise, consult with, and otherwise represent the Debtor concerning the status of the case and any amendments to the Schedules and Statement of Financial Affairs, including advising the Debtor in connection with compliance with U.S. Trustee operating and reporting requirements, and representation of the Debtor in connection with the initial debtor conference and meeting of creditors; (c) investigate and advise the Debtor regarding possible preferential, fraudulent, or unauthorized transfers of the Debtor's property or interests therein; (d) advise and consult with the Debtor concerning various legal matters that may arise during the course of these proceedings, including the rights and remedies of the Debtor with respect to the assets of the estate; (e) advise, consult with, and represent the Debtor regarding possible suits and proceedings arising out of or relating to this case and relating to assets of the estate, including proceedings for relief from the automatic stay and proceedings to sell the Debtor's real property; (f) represent the Debtor in hearings before this Court and to prepare appropriate applications and orders; (g) advise and consult with the Debtor concerning the powers, duties, rights, and obligations of a debtor-in- possession, to assist in the protection of the assets of the estate, and to prepare the necessary pleadings, applications, complaints, answers, orders, reports, disclosure statement, plan of reorganization, and all other legal documentation and services generally required; and (h) advise, consult with, and represent the Debtor in connection with such other general, real estate, contract, business, or litigation matters as may be necessary for the duration of this bankruptcy case. Curry Advisors will render services to the Debtor at an initial hourly rate of $425, which is its normal hourly rate for bankruptcy and non-bankruptcy matters, and which is subject to adjustment in the future. Curry Advisors will also be reimbursed for reasonable out-of-pocket expenses incurred. Curry Advisors received a post-petition retainer in the amount of $15,000 from the Debtor's parent entity, Bay View Methodist Heights, Inc. The entirety of the $15,000 presently is held in the Curry Advisors client trust account. K. Todd Curry, principal of Curry Advisors, 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. Curry Advisors can be reached at: K. Todd Curry, Esq. CURRY ADVISORS 525 B Street, Suite 1500 San Diego, CA 92101-4417 Tel: (619) 238-0004 Fax: (619) 238-0006 About Tierra Del Rey Tierra Del Rey, LLC, filed a Chapter 11 bankruptcy petition (Bankr. S.D. Cal. Case No. 15-04253) on June 29, 2015, disclosing assets of $10.8 million against $5.54 million in debt. The Debtor owns the Tierra Del Rey Apartments, an 80-unit multi-family apartment complex at 3675 King Street and 6975 Waite Street in La Mesa, California. The property is valued at $10.6 million and secures a debt of $4.21 million debt to Fannie Mae (1st trust deed) and a $1.27 million debt to AP Mortgage Company, Inc. (2nd trust deed). A receiver seized control of the apartment complex on June 19, 2015. The receiver, Trigild Inc., was appointed at the behest of AP Mortgage, which commenced the suit styled, AP Mortgage Company, Inc. vs. Bay Vista Methodist Heights et al. 37-2015-00012044-CU-OR-CTL, SDSC Central Division. The Debtor tapped Craig E. Dwyer, Esq., in San Diego, California, as counsel. TRIBUNE CO: Aurelius Capital's Plea to Undo Plan Component Denied ----------------------------------------------------------------- Jonathan Stempel at Reuters reports that Judge Thomas Ambro of the 3rd U.S. Circuit Court of Appeals in Philadelphia denied on Aug. 19, 2015, hedge fund Aurelius Capital Management LP's request to undo a central component of Tribune Co's bankruptcy plan. According to Reuters, the Court said that letting Aurelius Capital pursue an appeal related to more than $2.2 billion of bankruptcy claims would be unfair to the Company and to creditors who overwhelmingly approved the Chapter 11 plan. Those parties deserve "finality" after the Company's emergence from bankruptcy in December 2012, while Aurelius Capital did not deserve "by judicial fiat what it could not achieve by consensus within Chapter 11," the report states, citing Judge Ambro. Reuters relates that Aurelius Capital and some other creditors split only $369 million on their $2.24 billion of claims under the reorganization, and despite the hedge fund thinking that the payout was too low, a federal bankruptcy judge in July 2012 confirmed that plan. Reuters recalls that the judge put his confirmation order on hold so Aurelius Capital could appeal, provided that it post a $1.5 billion bond, a condition the hedge fund resisted. Citing the appeals court, Reuters says that Aurelius Capital owned $2 billion of pre-LBO debt, and it is unclear what the hedge fund paid for it. Reuters reports that the 3rd Circuit separately revived claims by two bond trustees seeking to recoup $30 million from various Tribune creditors, saying that request would not jeopardize the reorganization plan. About Tribune Co. Chicago, Illinois-based Tribune Co. -- http://www.tribune.com/-- and 110 of its affiliates filed for Chapter 11 protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8, 2008. The Debtors proposed Sidley Austin LLP as their counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. and Alvarez & Marsal North America LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims agent. As of Dec. 8, 2008, the Debtors listed $7,604,195,000 in total assets and $12,972,541,148 in total debts. Chadbourne & Parke LLP and Landis Rath LLP served as co-counsel to the Official Committee of Unsecured Creditors. AlixPartners LLP served as the Committee's financial advisor. Landis Rath Moelis & Company served as the Committee's investment banker. Thomas G. Macauley, Esq., at Zuckerman Spaeder LLP, in Wilmington, Delaware, represented the Committee in connection with the lawsuit filed against former officers and shareholders for the 2007 LBO of Tribune. Protracted negotiations and mediation efforts and numerous proposed plans of reorganization filed by Tribune Co. and competing creditor groups delayed Tribune's emergence from bankruptcy. Many of the disputes among creditors center on the 2007 leveraged buyout fraudulence conveyance claims, the resolution of which is a key issue in the bankruptcy case. Judge Kevin J. Carey issued an order dated July 13, 2012, overruling objections to the confirmation of Tribune Co. and its debtor affiliates' Plan of Reorganization. In November 2012, Tribune received approval from the Federal Communications Commission to transfer media licenses, one of the hurdles to implementing the reorganization plan. Aurelius Capital Management LP failed in halting implementation of the plan pending appeal. Tribune Co. exited Chapter 11 protection Dec. 31, 2012, ending four years of reorganization. The reorganization allowed a group of banks and hedge funds, including Oaktree Capital Management and JPMorgan Chase & Co., to take over the media company. VISION VENTURES: Providence Bank Acquires Chesterfield Property --------------------------------------------------------------- Corey Noles at St. Louis Business Journal reports that Providence Bank won the auction of Vision Ventures LLC's 8-acre Chesterfield property at an auction with a $1.1 million bid. According to Business Journal, the property located at 17655-17659 Wild Horse Creek Road in Chesterfield Valley was intended to be the home of a $16 million new senior living facility, to be called the Chesterfield Senior Living Care. Providence Bank was the holder of the original lien, the report states. St. Louis County property records show that the property was appraised at $136,800 in 2015. Headquartered O Fallon, Missouri, Vision Ventures LLC, whose principal is Rodney Henry, is a corporation that has been looking to develop an assisted- and independent-living facility in Chesterfield, Missouri. The Company filed for Chapter 11 bankruptcy protection (Bankr. E.D. Mo. Case No. 15-41629) on March 11, 2015, estimating its assets and liabilities at between $1 million and $10 million. The petition was signed by Rodney Henry, manager. Judge Charles E. Rendlen III presides over the case. Bryan C. Bacon, Esq., at Evans & Dixon, LLC, serves as the Company's bankruptcy counsel. WALTER ENERGY: Sept. 2 Hearing Set for Cash Collateral Motion ------------------------------------------------------------- As previously announced, Southwest Bank, the trustee of the Dominion Resources Black Warrior Trust (the "Trust") was informed by Walter Energy, Inc., the parent of Walter Black Warrior Basin LLC (the "Company"), stating that it, together with certain of its subsidiaries and affiliates, including the Company ("Debtors") filed a petition for relief under Chapter 11 of the U.S. Bankruptcy Code with the United States District Court for the Northern District of Alabama Southern Division on July 15, 2015 and that it has an agreement with lenders regarding a pre-negotiated restructuring plan. In the letter, Walter Energy, Inc. advised the Trust that it is not permitted to pay obligations that arose prior to July 15, 2015, including royalty payments. Specifically, the Trustee was informed by Walter Energy, Inc. that it will not be paying the distribution to the Trust, which would normally be paid by August 14, and normally would include royalty payments for the production months of April, May and June 2015, as well as the portion of any future quarterly distributions relating to production attributable to periods prior to July 15, 2015. The Trustee has received no assurances regarding the status of distributions relating to production for periods after July 15, 2015. On the date the bankruptcy hearing was filed -- in a series of "first day motions" -- the Debtors filed motions relating to use of their cash collateral and cash management, which provide that Debtors' cash and certain other property constitute collateral of the Debtors' lenders subject to protective liens and permit use of a "zero balance" cash management system where receipts from operations including Debtors' gas operations could be swept into certain concentration or disbursement accounts. The motions do not separately segregate or provide separate treatment for production proceeds relating to the Trust's overriding royalty interests. The Trustee filed motions asking the court to reconsider and amend the Debtors' cash management order and has objected to the cash collateral motion seeking segregation of production proceeds relating to the Trust's overriding royalty interests and judicial confirmation that such proceeds are not property of the Debtor's bankruptcy estate. A hearing was held August 18, 2015 where the court denied the Trust's motion to reconsider the Debtors' cash management order and denied the Trust's request for a temporary restraining order. A hearing on the Trust's motion regarding the Debtors' cash collateral motion is scheduled for September 2, 2015. The Trustee has additionally filed a separate action seeking declaratory judgment that the Trust's overriding royalty interests and related production proceeds are not property of the debtors' bankruptcy estate and seeking a preliminary injunction against the debtor to prevent it from (1) co-mingling the production proceeds with other funds of the debtor; (2) placing any lien or encumbrance on the production proceeds and (3) refusing to make distributions in accordance with the Conveyance governing the overriding royalty interests and Alabama law. The Trustee continues to evaluate legal options with respect to the Trust. About Walter Energy Walter Energy -- http://www.walterenergy.com/-- is a publicly traded "pure-play" metallurgical coal producer for the global steel industry with strategic access to steel producers in Europe, Asia and South America. The Company also produces thermal coal, anthracite, metallurgical coke and coal bed methane gas. Walter Energy employs approximately 2,700 employees, with operations in the United States, Canada and the United Kingdom. For the year ended Dec. 31, 2014, the Company reported a net loss of $471 million following a net loss of $359 million in 2013. Walter Energy, Inc., and its affiliates sought Chapter 11 protection (Bankr. N.D. Ala. Lead Case No. 15-02741) in Birmingham, Alabama on July 15, 2015. The Debtors tapped Paul, Weiss, Rifkind, Wharton & Garrison as counsel; Bradley Arant Boult Cummings LLP, as co-counsel; Ogletree Deakins LLP, as labor and employment counsel; Maynard, Cooper & Gale, P.C., as special counsel; Blackstone Advisory Services, L.P., as investment banker; AlixPartners, LLP, as financial advisor, and Kurtzman Carson Consultants LLC, as claims and noticing agent. Walter Energy disclosed total assets of $5.2 billion and total debt of $5 billion as of March 31, 2015. J. Thomas Corbett, the bankruptcy administrator for the Northern District of Alabama, has appointed 13 members to the official committee of unsecured creditors, including Pension Benefit Guaranty Corp. and Nelson Brothers, LLC. WILLIAM CONTRACTOR: Case Summary & 13 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: William Contractor Inc. PO Box 1161 Aguada, PR 00602 Case No.: 15-06311 Chapter 11 Petition Date: August 18, 2015 Court: United States Bankruptcy Court District of Puerto Rico (Old San Juan) Debtor's Counsel: Damaris Quinones Vargas, Esq. BUFETE QUINONES VARGAS & ASOC PO Box 429 Cabo Rojo, PR 00623 Tel: 787-851-7866 Fax: 787-851-1717 Email: damarisqv@bufetequinones.com Total Assets: $6.38 million Total Liabilities: $2.56 million The petition was signed by Lymari Benique Moralez, vice president - secretary. List of Debtor's 13 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ United Surety And Indemnity Co. $357,540 PO Box 2111 San Juan, PR 00922-2111 Banco Popular De Puerto Rico $150,000 Banco Popular De Puerto Rico $353,000 PO Box 71365 San Juan, PR 00636 William Bonilla $60,579 Almacenes Ari Lopez $35,000 GE Capital Corp of Puerto Rico $25,000 Internal Revenue Services $25,000 Banco Popular De Puerto Rico $25,000 Centro de Recaudacion de Impuestos Munic $22,000 Mocoroa Y Castellanos $16,000 Danzler $16,000 Departamento De Hacienda $15,909 First Bank PR $15,000 [*] Fitch: More US Offshore Drillers Could Follow Hercules in Ch.11 ------------------------------------------------------------------- Hercules Offshore, Inc.'s prepackaged bankruptcy may be a leading indicator of further bankruptcies among other challenged high yield (HY) offshore drillers, according to Fitch Ratings. Hercules' restructuring plan involves the conversion of over $1.2 billion in senior notes into 96.9% of the firm's new common equity and establishment of $450 million of new debt financing to fund the delivery of the company's contracted newbuild drilling rig, the Hercules Highlander, and provide liquidity. The plan also provides current equityholders with the remaining 3.1% of the new common equity despite the debtor-asserted going concern enterprise value range of $535 million to $725 million being below full recovery. The plan is subject to court approval. Hercules' filing moves the energy trailing 12-month (TTM) default rate to 3%, up from 2.5% at the end of July. This and the expected bankruptcy of Samson Resources Corp. will push the energy TTM default rate to 4%, over twice the historical 1.9% mark. The recent oil price drop has compounded the effects of the offshore rig oversupply cycle, resulting in limited tenders, weak day rates and legacy fleet rationalization. Existing backlogs have generally insulated offshore drillers from lower market activity and day rates so far. However, backlog protections for offshore drillers are falling away at a fast clip - a significant portion roll-off within the next year - which will likely begin to pressure cash flows. Liquidity profiles are mixed, though larger, investment-grade offshore drillers tend to be better positioned to bridge the downcycle. Ultra-deepwater rigs have legacy contract dayrates generally in the high-$400,000 to $600,000 range, but a scarcity of tenders over the past several quarters has introduced uncertainty regarding market day rates. Fitch's best guess for short-run market day rates is around $325,000 for ultra-deepwater rigs. This would probably represent a 'purge day rate' that disincentivizes uncontracted newbuild deliveries and facilitates legacy fleet rationalization, leading to an eventual inflection point currently anticipated to be late 2016/early 2017. Other rig types are anticipated to see similar day rate reductions with uncompetitive rigs being stacked or scrapped. Fitch expects HY offshore drillers to be at a contracting disadvantage, relative to larger, more established offshore drillers, due to their smaller size, limited customer history, and higher counterparty risk. Our view is that customers may, in most cases, prefer the highest quality assets, but are also giving careful consideration to an operator's size , staying power, geological familiarity, and historical operating performance. This assumed contracting disadvantage would greatly reduce HY offshore drillers' ability to build a future backlog in the current downturn, raising their probability of default. In this context, HY offshore driller recovery prospects and restructuring plans begin to come into focus in a hypothetical default scenario. Fitch recently reviewed three HY offshore drillers -- Vantage Drilling Company, Pacific Drilling S.A., and Ocean Rig UDW Inc. -- and determined that secured noteholder had above average (i.e. greater than 50%) recovery prospects, while unsecured noteholders had poor (i.e. 0%-10%) prospects. [*] Sandor Frankel Joins Otterbourg as Of Counsel ------------------------------------------------- Otterbourg P.C. on Aug. 18 disclosed that highly respected litigator Sandor Frankel has joined the firm as Of Counsel. Mr. Frankel's practice focuses on general litigation and business litigation. Mr. Frankel was a founding partner of Frankel & Abrams, a boutique litigation firm. He will continue in his position as one of four trustees of The Leona M. and Harry B. Helmsley Charitable Trust, which is among the nation's largest charitable foundations. "Sandy is one of the most respected and multifaceted lawyers in New York, and he will be a great addition to Otterbourg," said Daniel Wallen, Otterbourg's chairman. "The firm and our clients will benefit from his legal and business expertise and wise counsel. Everyone at the firm is looking forward to working with Sandy." Mr. Frankel received his B.A. from New York University and LL.B. from Harvard Law School. After beginning his legal career as a staff member of the White House Task Force on Crime and as Temporary Counsel to the National Commission for Reform of Federal Criminal Laws, he served as an Assistant United States Attorney in Washington, D.C. He left to become an associate in Fried Frank Harris Shriver and Jacobson, and then formed Bender and Frankel, one of the city's preeminent white-collar criminal law boutiques, which evolved into the litigation firm Frankel & Abrams. He is the author of several books and received the Edgar Allan Poe Award for Beyond A Reasonable Doubt. "It is important to me, after having my own firm for so many years, to join a well-established and forward-looking firm known for its integrity and high-quality work, and that is Otterbourg," Mr. Frankel said. "This move provides me with an exciting opportunity to expand my practice and assist my clients in many other areas while working with a talented group of lawyers for whom I have great respect." About Otterbourg P.C. Otterbourg P.C. offers clients a unique combination of legal insight and practical solutions and is known for its integrity, legal expertise, stability and business knowledge. The firm, established more than 100 years ago, regularly represents clients in matters of national and international scope, including banks, hedge funds, private equity firms, asset-based lenders, and high net-worth individuals. The firm's practice areas include domestic and cross-border financings, litigation and alternative dispute resolutions, real estate, restructuring and bankruptcy proceedings, mergers and acquisitions and other corporate transactions, and trusts and estates. [*] SRW's Craig Simon Named to Best Lawyers in America 2016 List ---------------------------------------------------------------- Accomplished attorney Craig F. Simon of Dallas-based Simon, Ray & Winikka LLP (SRW) is being honored as one of the country's top bankruptcy lawyers in the 2016 edition of The Best Lawyers in America. Mr. Simon has served as lead counsel in complex, high-stakes business disputes in courts and arbitrations across the country. He has won significant victories on both sides of the docket for clients ranging from large public companies to local entrepreneurs. Mr. Simon holds a master's degree in accounting and previously worked as a certified public accountant, providing him with a unique perspective on the complex finance, accounting and valuation issues that often are critical in business litigation. A veteran of a large law firm before co-founding Simon, Ray & Winikka, Mr. Simon has extensive expertise in all areas of bankruptcy law. He regularly represents official committees, liquidating trusts and other parties in bankruptcy and insolvency-related disputes, including fraudulent transfer litigation, fiduciary duty and supplier disputes, plan confirmation contests, and claims litigation. He has represented bankruptcy clients in courts throughout Texas and across the nation. "I am very gratified to be included in Best Lawyers alongside some of the country's top bankruptcy attorneys, particularly since this listing is based on the work done for clients rather than a popularity contest," says Mr. Simon. "I take great pride in representing my clients, and I believe that is reflected in my selection to this year's list." This is the first time that Mr. Simon has been named to Best Lawyers. To be included in the annual guide, attorneys must receive independent nominations before going through a peer review process that is based on how their work is viewed by other lawyers. That review is then considered by the publishers of Best Lawyers before the final results are announced. All Best Lawyers honorees are in good standing with their state bar associations. Simon, Ray & Winikka -- http://www.srwlawfirm.com-- is a Dallas-based law firm representing clients in commercial litigation and dispute counseling; employment litigation and counseling; business restructuring and bankruptcy litigation; mass tort and product liability defense; and general counsel services. [^] BOOK REVIEW: Lost Prophets -- An Insider’s History -------------------------------------------------------- Posted on January 29, 2015 by tope_editor Author: Alfred L. Malabre, Jr. Publisher: Beard Books Softcover: 256 pages List Price: $34.95 Review by Henry Berry Order your personal copy today at http://is.gd/KNTLyr Alfred Malabre’s personal perspective on the U.S. economy over the past four decades is firmly grounded in his experience and knowledge. Economics Editor of The Wall Street Journal from 1969 to 1993 and author of its weekly “Outlook” column, Malabre was in a singular position to follow the U.S. economy in recent decades, have access to the major academic and political figures responsible for economic affairs, and get behind the crucial economic stories of the day. He brings to this critical overview of the economy both a lively, often provocative, commentary on the picture of the turns of the economy. To this he adds sharp analysis and cogent explanation. In general, Malabre does not put much stock in economists. “In sum, the profession’s record in the half century since Keynes and White sat down at Bretton Woods [after World War II] provokes dismay.” Following this sour note, he refers to the belief of a noted fellow economist that the Nobel Prize in this field should be discontinued. In doing so, he also points out that the Nobel for economics was not one originally endowed by Alfred Nobel, but was one added at a later date funded by the central bank of Sweden apparently in an effort to give the profession of economists the prestige and notice of medicine, science, literature and other Nobel categories. Malabre’s view of economists is widespread, although rarely expressed in economic circles. It derives from the plain fact that modern economists, even hugely influential ones such as John Meynard Keynes, are wrong as many times as they are right. Their economic theories have proved incomplete or shortsighted, if not basically wrong-headed. For example, Malabre thinks of the leading economist Milton Friedman and his “monetarist colleagues” as “super salespeople, successfully merchandising.an economic medicine that promised far more than it could deliver” from about the 1960s through the Reagan years of the 1980s. But the author not only cites how the economy has again and again disproved the theories and exposed the irrelevance of wrong-headedness of the policy recommendations of the most influential economists of the day. Malabre also lays out abundant economic data and describes contemporary marketplace and social activities to show how the economy performs almost independently of the best analyses and ideas of economists. Malabre does not engage in his critiques of noted economists and prevailing economic ideas of recent decades as an end in itself. What emerges in all of his consistent, clear-eyed, unideological analysis and commentary is his own broad, seasoned view of economics-namely, the predominance of the business cycle. He compares this with human nature, which is after all the substance of economics often overlooked by professional and academic economists with their focus on monetary policy, exchange rates, inflation, and such. “The business cycle, like human nature, is here to stay” is the lesson Malabre aims to impart to readers interested in understanding the fundamental, abiding nature of economics. In Lost Prophets, in language that is accessible and jargon-free, this author, who has observed, written about, and explained economics from all angles for several decades, persuasively makes this point. In addition to holding a top position at The Wall Street Journal, Malabre is also the author of the books, Understanding the New Economy and Beyond Our Means, which received the George S. Eccles Prize from the Columbia Business School as the best economics book of 1987. ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2015. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000 or Nina Novak at 202-362-8552. *** End of Transmission ***