/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/151006.mbx T R O U B L E D C O M P A N Y R E P O R T E R Tuesday, October 6, 2015, Vol. 19, No. 279 Headlines 171-221 PARK AVENUE: Case Summary & 6 Top Unsecured Creditors 249-275 PARK AVENUE: Case Summary & 10 Top Unsecured Creditors 323-333 PARK AVENUE: Case Summary & 7 Top Unsecured Creditors ADVANCE WATCH: Oct. 8 Meeting Set to Form Creditors' Panel ALLIED SYSTEMS: Del. District Court Won't Approve Bankruptcy Deal ALPHA NATURAL: Court Okays Jackson Kelly as Special Counsel ALPHA NATURAL: Gets Final Approval to Enter Into Coal Sale Deal ALPHA NATURAL: Hires Deloitte Tax As Advisor ALPHA NATURAL: Hires Quinn Emanuel as Special Counsel ALPHA NATURAL: Manier, Setliff File Rule 2019 Statements ALPHA NATURAL: Pepper Hamilton Files Rule 2019 Statement ALPHA NATURAL: Whiteford Taylor Files Rule 2019 Statement AMERICAN APPAREL: Case Summary & 30 Largest Unsecured Creditors AMERICAN APPAREL: Files for Bankruptcy with Debt-for-Equity Plan AMERICAN APPAREL: Hires Garden City Group as Claims/Noticing Agent AMERICAN APPAREL: Seeks Joint Administration of Cases AMERICAN APPAREL: Taps Garden City Group as Administrative Agent AMERICAN APPAREL: Wants Access to $90-Mil. DIP Financing ARCHDIOCESE OF ST. PAUL: Judge Balks at Adding New Costs ATLANTIC & PACIFIC: FTI Consulting Approved as Financial Advisor ATLANTIC & PACIFIC: Hilco Approved as Real Estate Advisors ATLANTIC & PACIFIC: Lists $601MM in Assets, $1.9-Bil. in Debts ATLANTIC & PACIFIC: Pachulski Stang Approved as Committee's Counsel ATLANTIC & PACIFIC: Trustee Unable to Form Retiree Committee ATLANTIC & PACIFIC: Universal Environmental Mgt. Contract Okayed ATLANTIC & PACIFIC: Zolfo Approved as Panel's Financial Advisor B&G FOODS: Moody's Lowers CFR to 'B1' Over Green Giant Plans BANK OF GEORGIA: Fidelity Bank Assumes All of Bank's Deposits BERNARD L. MADOFF: Kingate Defends Appeal Bid in Clawback Suit BFC MANAGEMENT: Settlement in Exotic Dancers' FLSA Suit Approved BLACK ELK: Has Interim Authority to Use Cash Collateral BOBBIE MARTIN: Debt Discharged Despite Misrepresentation on Loan BUCKTAIL MEDICAL: Case Summary & 20 Largest Unsecured Creditors BULLIONDIRECT INC: Claims Bar Date Extended to Jan. 25 BULLIONDIRECT INC: Martinec Winn Approved as Bankruptcy Counsel CALTEX WATER: Case Summary & 20 Largest Unsecured Creditors CAMPERWORLD BUSINESS: Court Confirms Joint Plan of Reorganization CITY SPORTS: Case Summary & 30 Largest Unsecured Creditors CITY SPORTS: Files for Chapter 11 Bankruptcy in Delaware COCHRAN COACHWORKS: Case Summary & 2 Top Unsecured Creditors CONCORDIA HEALTHCARE: Moody's Cuts Corporate Family Rating to B3 CONNECTICUT: Has Huge Pension Problem CUMULUS MEDIA: Appoints Mary Berner Chief Executive Officer DEALERTRACK TECHNOLOGIES: Moody's Withdraws Ba3 Corp. Family Rating DIANE TACASON: Can't Discharge Damages Against Ex-Business Partner DRLD REALTY: Voluntary Chapter 11 Case Summary ENTERGY NEW ORLEANS: Moody's Hikes Issuer Rating to Ba1 EPWORTH VILLA: Insurance Company Seeks Examiner Appointment FAIRMOUNT SANTROL: Moody's Cuts Corporate Family Rating to B2 FIRST DATA: Moody's Puts B3 CFR Under Review for Upgrade GELT PROPERTIES: Seeks Final Decree to Close Ch. 11 Cases GENERAL MOTORS: D.C. Judge Needs More Info Related to 2009 Bailout GILBERT JOSEPH: Bankr. Trustee Can't Sell Home, But IRA Fair Game GOLDENPARK LLC: Grant of Lender's Demurrer in State Suit Upheld GT ADVANCED: Bankruptcy Judge Blocks Bonuses for Executives GTT COMMUNICATIONS: Moody's Assigns B2 Corporate Family Rating HARPOLE CONSTRUCTION: Case Summary & 20 Top Unsecured Creditors HERCULES OFFSHORE: Gets Final Approval to Pay Unsecured Creditors HERCULES OFFSHORE: Judge Approves FDT Settlement Agreements HOMETOWN NATIONAL BANK: Twin City Bank Assumes All Bank Deposits JOHN G. BURGER: Company Loses Bankr. Auction Due to Failed Email LIFE PARTNERS: Bid to Hire D. Berman as Securities Counsel Denied LIFE PARTNERS: Bid to Tap Meyer Unkovic as Litigation Atty Denied LIFE PARTNERS: Ch. 11 Trustee Seeks Nunc pro Tunc Hiring of MMS LIFE PARTNERS: Court Denies Bid to Employ Alexander Dubose LIFE PARTNERS: Subsidiaries Given Limited Exclusivity Extension LIGHTSQUARED INC: 2nd Cir. Grants Emergency Stay in Plan Appeal MEG ENERGY: Moody's Cuts Corporate Family Rating to 'B1' MOLYCORP INC: Judge Rejects Bankruptcy Bonuses for Top Execs NAVEX ACQUISITION: Plans to Raise Debt No Impact on Moody's Ratings NEWLEAD HOLDINGS: Announces Commercial Competency of MT Sofia NEWLEAD HOLDINGS: Announces Commercial Performance of MT Nepheli NEWLEAD HOLDINGS: Announces Commercial Performance of MV Newlead NEWLEAD HOLDINGS: Cancels Purchase of Elk Valley Mine NEWLEAD HOLDINGS: Did Not Pursue Acquisition of Marrowbone Mine NEWLEAD HOLDINGS: Reports Commercial Performance of Newlead Albion NEWLEAD HOLDINGS: Supply Agreement with RAG Verkauf Canceled NEWLEAD HOLDINGS: Terminates Supply Agreement with Encor Overseas ORLANDO GATEWAY: Court Set to Hear Bid to Use Cash Collateral PATRIARCH PARTNERS: Investors Sue Owner, Funds Over Losses PATRIOT COAL: Federal Gov't. and States Balk at Chapter 11 Plan PATRIOT COAL: Hillary Clinton Blasts Bankruptcy Plan PREMIER PEST: Voluntary Chapter 11 Case Summary PROGRESSIVE PLUMBING: Allied World Suit Stayed Against Lawsons RADIOSHACK CORP: Court Confirms Ch. 11 Liquidation Plan RELATIVITY MEDIA: "Limitless" Team & Fox Home Might Object Sale RELATIVITY MEDIA: Founder Inks Deal for Film Studio SABINE OIL: Committee May Retain Ropes & Gray as Bankr. Counsel SABINE OIL: Court Approves Hiring of Kirkland & Ellis as Attorneys SABINE OIL: Court Okays Berkeley Research as Panel's Advisor SABINE OIL: Court Okays Prime Clerk as Panel's Information Agent SANDIA DISTRIBUTORS: Files for Chapter 11 Protection SS DREAMBUILDERS: Voluntary Chapter 11 Case Summary SUCAMPO PHARMACEUTICALS: Moody's Assigns B3 Corp. Family Rating TRUMP ENTERTAINMENT: Has Until Dec. 3 to Remove Actions US ARMY CADET: Files for Ch 11, Millersburg Property Sale Canceled VERCELL VANCE HOLDINGS: Case Summary & 3 Top Unsecured Creditors VORNADO REALTY: Fitch Affirms 'BB+ Preferred Stock Rating WBH ENERGY: Modified First Amended Plan Declared Effective WBH ENERGY: Sale to CL III Funding Has Closed WESTLAKE SERVICES: Must Refund $44MM to Customers WORLD MARKETING: Ch. 11 First Step Toward the End, Says President WYNN RESORTS: Currently Holds Fitch's 'BB' Issuer Default Ratings YRC WORLDWIDE: Presented at Deutsche Bank Conference [*] 5th Circuit Stands by Dismissal of $50 Million FCA Suit [*] Ch. 7 Debtor's Ignorance, Ineptitude Not Fraud, Judge Says [*] Cohen Seglias Sues Stern & Eisenberg Over Failed Chapter 7 Bid [*] Sen. Warren to Join Call to Alter Sales of Distressed Loan [] Former Bankr. Judge Bennett Joins Bailey & Glasser's D.C. Office [] Moody's Says US Coal Industry Outlook Remains Dim [^] Large Companies with Insolvent Balance Sheet ********* 171-221 PARK AVENUE: Case Summary & 6 Top Unsecured Creditors ------------------------------------------------------------- Debtor: 171-221 Park Avenue EH, LLC 30 Arbor Street, Ste. 106 Hartford, CT 06106 Case No.: 15-21757 Nature of Business: Single Asset Real Estate Chapter 11 Petition Date: October 2, 2015 Court: United States Bankruptcy Court District of Connecticut (Hartford) Judge: Hon. Ann M. Nevins Debtor's Counsel: Gary J. Greene, Esq. GREENE LAW, PC 11 Talcott Notch Road Farmington, CT 06032 Tel: 860-676-1336 Fax: 860-676-2250 Email: bankruptcy@greenelawpc.com Total Assets: $694,210 Total Liabilities: $1.74 million The petition was signed by Carlos Mouta, manager. A list of the Debtor's six largest unsecured creditors is available for free at http://bankrupt.com/misc/ctb15-21757.pdf 249-275 PARK AVENUE: Case Summary & 10 Top Unsecured Creditors -------------------------------------------------------------- Debtor: 249-275 Park Avenue EH, LLC 30 Arbor Street, Ste. 106 Hartford, CT 06106 Case No.: 15-21758 Nature of Business: Single Asset Real Estate Chapter 11 Petition Date: October 2, 2015 Court: United States Bankruptcy Court District of Connecticut (Hartford) Judge: Hon. Ann M. Nevins Debtor's Counsel: Gary J. Greene, Esq. GREENE LAW, PC 11 Talcott Notch Road Farmington, CT 06032 Tel: 860-676-1336 Fax: 860-676-2250 Email: bankruptcy@greenelawpc.com Total Assets: $537,545 Total Liabilities: $2.05 million The petition was signed by Carlos Mouta, authorized individual. A list of the Debtor's 10 largest unsecured creditors is available for free at http://bankrupt.com/misc/ctb15-21758.pdf 323-333 PARK AVENUE: Case Summary & 7 Top Unsecured Creditors ------------------------------------------------------------- Debtor: 323-333 Park Avenue EH, LLC 30 Arbor Street, Ste. 106 Hartford, CT 06106 Case No.: 15-21759 Nature of Business: Single Asset Real Estate Chapter 11 Petition Date: October 2, 2015 Court: United States Bankruptcy Court District of Connecticut (Hartford) Judge: Hon. Ann M. Nevins Debtor's Counsel: Gary J. Greene, Esq. GREENE LAW, PC 11 Talcott Notch Road Farmington, CT 06032 Tel: 860-676-1336 Fax: 860-676-2250 Email: bankruptcy@greenelawpc.com Total Assets: $570,708 Total Liabilities: $2.58 million The petition was signed by Carlos Mouta, manager. A list of the Debtor's seven largest unsecured creditors is available for free at http://bankrupt.com/misc/ctb15-21759.pdf ADVANCE WATCH: Oct. 8 Meeting Set to Form Creditors' Panel ---------------------------------------------------------- William K. Harrington, United States Trustee for Region 2, will hold an organizational meeting on Oct. 8, 2015, at 10:00 a.m. in the bankruptcy case of Advance Watch Company Ltd., et al. The meeting will be held at: 80 Broad Street 4th Floor New York, NY 10004 The sole purpose of the meeting will be to form a committee or committees of unsecured creditors in the Debtors' case. The organizational meeting is not the meeting of creditors pursuant to Section 341 of the Bankruptcy Code. A representative of the Debtor, however, may attend the Organizational Meeting, and provide background information regarding the bankruptcy cases. To increase participation in the Chapter 11 proceeding, Section 1102 of the Bankruptcy Code requires that the United States Trustee appoint a committee of unsecured creditors as soon as practicable. The Committee ordinarily consists of the persons, willing to serve, that hold the seven largest unsecured claims against the debtor of the kinds represented on the committee. Section 1103 of the Bankruptcy Code provides that the Committee may consult with the debtor, investigate the debtor and its business operations and participate in the formulation of a plan of reorganization. The Committee may also perform other services as are in the interests of the unsecured creditors whom it represents. ALLIED SYSTEMS: Del. District Court Won't Approve Bankruptcy Deal ----------------------------------------------------------------- Matthew Perlman at Bankruptcy Law360 reported that a Delaware federal court has affirmed a bankruptcy judge's rebuff of a potential settlement between Allied Systems Holdings Inc.'s unsecured creditors and private equity owner The Yucaipa Cos. LLC, saying the creditors had long withdrawn their support for the deal. The deal had been designed to resolve a $57 million adversary suit that the official Allied unsecured creditors' committee brought against Yucaipa and the debtor's directors in 2013. Allied's independent directors subsequently requested a hearing on the deal, which U.S. Bankruptcy Judge Christopher S. Sontchi refused. About Allied Systems Holdings BDCM Opportunity Fund II, LP, Spectrum Investment Partners LP, and Black Diamond CLO 2005-1 Adviser L.L.C., filed involuntary petitions for Allied Systems Holdings Inc. and Allied Systems Ltd. (Bankr. D. Del. Case Nos. 12-11564 and 12-11565) on May 17, 2012. The signatories of the involuntary petitions assert claims of at least $52.8 million for loan defaults by the two companies. Allied Systems, through its subsidiaries, provides logistics, distribution, and transportation services for the automotive industry in North America. Allied Holdings Inc. first filed for chapter 11 protection (Bankr. N.D. Ga. Case Nos. 05-12515 through 05-12537) on July 31, 2005. Jeffrey W. Kelley, Esq., at Troutman Sanders, LLP, represented the Debtors in the 2005 case. Allied won confirmation of a reorganization plan and emerged from bankruptcy in May 2007 with $265 million in first-lien debt and $50 million in second-lien debt. The petitioning creditors said Allied defaulted on payments of $57.4 million on the first lien debt and $9.6 million on the second. They hold $47.9 million, or about 20% of the first-lien debt, and about $5 million, or 17%, of the second-lien obligation. They are represented by Adam G. Landis, Esq., and Kerri K. Mumford, Esq., at Landis Rath & Cobb LLP; and Adam C. Harris, Esq., and Robert J. Ward, Esq., at Schulte Roth & Zabel LLP. Allied Systems Holdings Inc. formally put itself and 18 subsidiaries into bankruptcy reorganization June 10, 2012, following the filing of the involuntary Chapter 11 petition. The Company is being advised by Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., and Jeffrey W. Kelley, Esq., at Troutman Sanders, Gowling Lafleur Henderson. The bankruptcy court process does not include captive insurance company Haul Insurance Limited or any of the Company's Mexican or Bermudan subsidiaries. The Company also announced that it intends to seek foreign recognition of its Chapter 11 cases in Canada. An official committee of unsecured creditors has been appointed in the case. The Committee consists of Pension Benefit Guaranty Corporation, Central States Pension Fund, Teamsters National Automobile Transporters Industry Negotiating Committee, and General Motors LLC. The Committee is represented by Sidley Austin LLP. In January 2014, the U.S. Trustee for Region 3 appointed a three- member Official Committee of Retirees. Yucaipa Cos. has 55% of the senior debt and took the position it had the right to control actions the indenture trustee would take on behalf of debt holders. The state court ruled in March 2013 that the loan documents didn't allow Yucaipa to vote. In March 2013, the bankruptcy court gave the official creditors' committee authority to sue Yucaipa. The suit includes claims that the debt held by Yucaipa should be treated as equity or subordinated so everyone else is paid before the Los Angeles-based owner. The judge allowed Black Diamond to participate in the lawsuit against Yucaipa and Allied directors. Yucaipa American Alliance Fund I, L.P., Yucaipa American Alliance (Parallel) Fund I, L.P., Yucaipa American Alliance Fund II, L.P., Yucaipa American Alliance (Parallel) Fund II, L.P., represented by Michael R. Nestor, Esq., and Edmund L. Morton, Esq., at Young Conaway Stargatt & Taylor, LLP; and Robert A. Klyman, Esq., at Gibson, Dunn & Crutcher LLP. First Lien Agent, Black Diamond Commercial Finance, L.L.C., represented by Adam G. Landis, Esq., and Kerri K. Mumford, Esq., at Landis Rath & Cobb LLP; and Adam C. Harris, Esq., Robert J. Ward, Esq., and David M. Hillman, Esq., at Schulte Roth & Zabel LLP. Allied Systems Holdings, Inc., has changed its name to ASHINC Corporation. * * * ASHINC Corporation, f/k/a Allied Systems Holdings, Inc., and its debtor affiliates filed with the U.S. Bankruptcy Court for the District of Delaware a joint Chapter 11 plan of reorganization, co-proposed by the Committee and the first lien agents. The Plan provides that certain of the Debtors' assets, the Litigation Trust Assets, will vest in the Allied Litigation Trust, and the remainder of the Debtors' assets, including the proceeds from the sale of substantially all of the Debtors' assets, will either revest in the Reorganized Debtors or be distributed to the Debtors' creditors. ALPHA NATURAL: Court Okays Jackson Kelly as Special Counsel ----------------------------------------------------------- Alpha Natural Resources, Inc. and its debtor-affiliates sought and obtained permission from the Hon. Kevin R. Huennekens of the U.S. Bankruptcy Court for the Eastern District of Virginia to employ Jackson Kelly PLLC as special counsel, effective August 3, 2015 petition date. Jackson Kelly will represent the Debtors with respect to: (a) environmental matters relating to the Debtors' coal leases, coal property, mines and other properties and installations; (b) mine safety and health matters, including alleged violations of the federal Mine Safety and Health Act; (c) federal black lung cases; (d) West Virginia "deliberate intent" litigation (in which West Virginia employees are permitted to bring actions against employers, under certain circumstances, regardless of workers' compensation laws); (e) certain local real estate and commercial transactions; (f) certain local legislative and lobbying services; (g) human resources and employment matters (including, but not limited to, civil and administrative litigation, unemployment claims, training for human resources personnel and legal advice on employment issues); (h) property damage matters; (i) personal injury and wrongful death matters; (j) certain contractual and insurance related matters, including providing review and advice on contracts; (k) assistance with certain acquisitions and divestitures; (l) Federal Aviation Administration regulatory matters; (m) workers' compensation matters; (n) tax and benefits related matters; (o) internal investigations; and (p) general corporate consulting unrelated to these chapter 11 cases. Jackson Kelly will be compensated at its ordinary hourly rates less 20%, plus reimbursement of Jackson Kelly's actual and necessary out-of-pocket expenses. Jackson Kelly's current hourly rates are as follows: Member $280-$535 Associate $205-$310 Counsel $250-$500 Summer Students $155-$165 Paralegal $120-$175 Admin. Asst./Support $55-$155 William F. Dobbs, Jr., member of Jackson Kelly, 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. Jackson Kelly also intends to make a reasonable effort to comply with the U.S. Trustee's requests for information and additional disclosures as set forth in the U.S. Trustee Guidelines in connection with the interim and final fee applications to be filed by Jackson Kelly in these chapter 11 cases. The following information is provided in response to the request for additional information set forth in Paragraph D.1 of the U.S. Trustee Guidelines: -- For this engagement, Jackson Kelly will be compensated at its ordinary hourly rates less 20%, plus reimbursement of Jackson Kelly's actual and necessary out-of-pocket expenses. -- Jackson Kelly represented the Debtors during the 12-month period prior to the Petition Date. During that period, the Debtors compensated Jackson Kelly pursuant to an alternative fee arrangement. The postpetition fee structure to which Jackson Kelly and the Debtors have agreed differs from the prepetition alternative fee arrangement between the Debtors and Jackson Kelly because the Debtors and Jackson Kelly agreed that the prepetition arrangement would not be appropriate postpetition due to the anticipated reduction in litigation as a result of the imposition of the automatic stay pursuant to section 362 of the Bankruptcy Code. -- In connection with these chapter 11 cases, Jackson Kelly and the Debtors developed a budget and staffing plan that reflects (a) the estimated number of hours and amount of fees that Jackson Kelly will expend during the first three months after the Petition Date and (b) the estimated type and number of Jackson Kelly professionals and paraprofessionals needed to successfully represent the Debtors in the matters for which the Debtors seek to employ Jackson Kelly, during the first three months after the Petition Date (the "Budget and Staffing Plan"). The Debtors approved the Budget and Staffing Plan. Jackson Kelly can be reached at: William F. Dobbs, Jr., Esq. JACKSON KELLY PLLC 500 Lee Street, East, Suite 1600 Charleston, WV 25301 Tel: (304) 340-1000 Fax: (304) 340-1130 About Alpha Natural Alpha Natural -- http://www.alphanr.com-- is a coal supplier, ranked second largest among publicly traded U.S. coal producers as measured by 2014 consolidated revenues of $4.3 billion. Alpha Natural Resources, Inc. (Bankr. E.D. Va. Case No. 15-33896) and its affiliates filed separate Chapter 11 bankruptcy petitions on Aug. 3, 2015, listing $9.9 billion in total assets as of June 30, 2015, and $7.3 billion in total liabilities as of June 30, 2015. The petition was signed by Richard H. Verheij, executive vice president, general counsel and corporate secretary. Judge Kevin R. Huennekens presides over the case. David G. Heiman, Esq., Carl E. Black, Esq., and Thomas A. Wilson, Esq., at Jones Day serve as the Debtors' general counsel. Tyler P. Brown, Esq., J.R. Smith, Esq., Henry P. (Toby) Long, III, Esq., and Justin F. Paget, Esq., serve as the Debtors' local counsel. Rothschild Group is the Debtors' financial advisor. Alvarez & Marshal Holdings, LLC, is the Debtors' investment banker. Kurtzman Carson Consultants, LLC, is the Debtors' claims and noticing agent. The U.S. Trustee for Region 4 appointed seven creditors of Alpha Natural Resources Inc. to serve on the official committee of unsecured creditors. ALPHA NATURAL: Gets Final Approval to Enter Into Coal Sale Deal --------------------------------------------------------------- Alpha Natural Resources Inc. received final approval from U.S. Bankruptcy Judge Kevin Huennekens to enter into coal sale contracts. The court order required Alpha Natural to disclose the terms of any coal sale contract that has a term of over 15 months and gross revenue of more than $125 million to the legal counsel for the official committee of unsecured creditors and the lenders that provided loan to get the company through bankruptcy. About Alpha Natural Alpha Natural -- http://www.alphanr.com/-- is a coal supplier, ranked second largest among publicly traded U.S. coal producers as measured by 2014 consolidated revenues of $4.3 billion. Alpha Natural Resources, Inc. (Bankr. E.D. Va. Case No. 15-33896) and its affiliates filed separate Chapter 11 bankruptcy petitions on Aug. 3, 2015, listing $9.9 billion in total assets as of June 30, 2015, and $7.3 billion in total liabilities as of June 30, 2015. The petition was signed by Richard H. Verheij, executive vice president, general counsel and corporate secretary. Judge Kevin R. Huennekens presides over the case. David G. Heiman, Esq., Carl E. Black, Esq., and Thomas A. Wilson, Esq., at Jones Day serve as the Debtors' general counsel. Tyler P. Brown, Esq., J.R. Smith, Esq., Henry P. (Toby) Long, III, Esq., and Justin F. Paget, Esq., serve as the Debtors' local counsel. Rothschild Group is the Debtors' financial advisor. Alvarez & Marshal Holdings, LLC, is the Debtors' investment banker. Kurtzman Carson Consultants, LLC, is the Debtors' claims and noticing agent. The U.S. Trustee for Region 4 appointed seven creditors of Alpha Natural Resources Inc. to serve on the official committee of unsecured creditors. ALPHA NATURAL: Hires Deloitte Tax As Advisor -------------------------------------------- Alpha Natural Resources, Inc. and its debtor-affiliates ask authorization from the Hon. Kevin R. Huennekens of the U.S. Bankruptcy Court for the Eastern District of Virginia to employ Deloitte Tax LLP as tax advisor, effective August 10, 2015. The Debtors require Deloitte Tax to: (a) advise the Debtors in their work with their counsel and financial advisors on the cash tax effects of restructuring and bankruptcy and the Debtors' post-restructuring tax profile and plan of reorganization tax costs, including gaining an understanding of the Debtors' financial advisors' valuation model and disclosure model to consider the tax assumptions contained therein; (b) advise the Debtors regarding the restructuring and bankruptcy emergence process from a tax perspective, including the tax work plan; (c) advise the Debtors on cancellation of debt income for tax purposes under Internal Revenue Code ("IRC") section 108; (d) advise the Debtors on post-bankruptcy tax attributes (tax basis in assets, tax basis in subsidiary stock and net operating loss carryovers) available under the applicable tax regulations and the reduction of such attributes based on the Debtors' operating projections, including a technical analysis of the effects of Treasury Regulation Section 1.1502-28 and the interplay with IRC sections 108 and 1017; (e) advise the Debtors on the potential effect of the alternative minimum tax in various post-emergence scenarios; (f) advise the Debtors on the effects of tax rules under IRC sections 382(1)(5) and (1)(6) pertaining to the post- bankruptcy net operating loss carryovers and limitations on their utilization and the Debtors' ability to qualify for IRC section 382(1)(5); (g) advise the Debtors on net built-in gain or net built-in loss position at the time of "ownership change" (as defined under IRC section 382), including limitations on use of tax losses generated from post-restructuring or post-bankruptcy asset or stock sales; (h) advise the Debtors as to the proper treatment of postpetition interest for state and federal income tax purposes; (i) advise the Debtors as to the proper state and federal income tax treatment of prepetition and postpetition reorganization costs including restructuring-related professional fees and other costs, the categorization and analysis of such costs and the technical positions related thereto; (j) advise the Debtors in their evaluation and modeling of the tax effects of liquidating, disposing of assets, merging or converting entities as part of the restructuring, including the effects on federal and state tax attributes, state incentives, apportionment, and other tax planning; (k) advise the Debtors on state income tax treatment and planning for restructuring or bankruptcy provisions in various jurisdictions including cancellation of indebtedness calculation, adjustments to tax attributes and limitations on tax attribute utilization; (l) advise the Debtors on responding to tax notices and audits from various taxing authorities; (m) assist the Debtors with identifying potential tax refunds and advise the Debtors on procedures for tax refunds from tax authorities; (n) advise the Debtors on income tax return reporting of bankruptcy issues and related matters; (o) advise the Debtors in their review and analysis of the tax treatment of items adjusted for financial reporting purposes as a result of "fresh start" accounting as required for the emergence date of the U.S. financial statements in an effort to identify the appropriate tax treatment of adjustments to equity (including issuance of new equity, options, and/or warrants) and other tax basis adjustments to assets and liabilities recorded; (p) assist in documenting as appropriate, the tax analysis, development of the Debtors' opinions, recommendations, observations and correspondence for any proposed restructuring alternative tax issue or other tax matter described above; (q) advise the Debtors regarding other state or federal income tax questions that may arise in the course of this engagement, as requested by the Debtors, and as may be agreed to by Deloitte Tax; and (r) advise the Debtors in their efforts to calculate tax basis in the stock in each of their subsidiaries or other entity interests. Deloitte Tax will be paid at these hourly rates: Partner, Principal or Directors WNT & M&A Specialist $850 Partner, Principal or Director $650 Senior Manager WNT & M&A Specialist $615 Senior Manager $575 Manager $400 Senior $245 Staff $145 Deloitte Tax will also be reimbursed for reasonable out-of-pocket expenses incurred. Jeffrey Shaw, partner of Deloitte Tax, 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. Deloitte Tax can be reached at: Jeffrey Shaw DELOITTE TAX LLP 111 S. Wacker Drive Chicago, IL 60606 Tel: (312) 486-1000 Fax: (312) 486-1486 About Alpha Natural Alpha Natural -- http://www.alphanr.com-- is a coal supplier, ranked second largest among publicly traded U.S. coal producers as measured by 2014 consolidated revenues of $4.3 billion. Alpha Natural Resources, Inc. (Bankr. E.D. Va. Case No. 15-33896) and its affiliates filed separate Chapter 11 bankruptcy petitions on Aug. 3, 2015, listing $9.9 billion in total assets as of June 30, 2015, and $7.3 billion in total liabilities as of June 30, 2015. The petition was signed by Richard H. Verheij, executive vice president, general counsel and corporate secretary. Judge Kevin R. Huennekens presides over the case. David G. Heiman, Esq., Carl E. Black, Esq., and Thomas A. Wilson, Esq., at Jones Day serve as the Debtors' general counsel. Tyler P. Brown, Esq., J.R. Smith, Esq., Henry P. (Toby) Long, III, Esq., and Justin F. Paget, Esq., serve as the Debtors' local counsel. Rothschild Group is the Debtors' financial advisor. Alvarez & Marshal Holdings, LLC, is the Debtors' investment banker. Kurtzman Carson Consultants, LLC, is the Debtors' claims and noticing agent. The U.S. Trustee for Region 4 appointed seven creditors of Alpha Natural Resources Inc. to serve on the official committee of unsecured creditors. ALPHA NATURAL: Hires Quinn Emanuel as Special Counsel ----------------------------------------------------- Alpha Natural Resources, Inc. and its debtor-affiliates ask for authorization from the Hon. Kevin R. Huennekens of the U.S. Bankruptcy Court for the Eastern District of Virginia to employ Quinn Emanuel Urquhart & Sullivan, LLP as special counsel, effective August 3, 2015 petition date. The Debtors anticipate that Quinn Emanuel will render legal services to the Debtors for discrete projects and on an as needed basis throughout the course of these chapter 11 cases, including, without limitation, bankruptcy and litigation-related matters, but only to the extent Debtors' other counsel are conflicted and cannot handle the matter, or to the extent the matter can be more efficiently handled by Quinn Emanuel. Quinn Emanuel will be paid at these hourly rates: Susheel Kirpalani, Partner $1,045 Eric M. Kay, Counsel $920 Lindsay M. Weber, Associate $695 Jordan Harap, Law Clerk $365 Partners $840-$1,175 Counsel $490-$1,010 Law Clerks and Legal Assistants $300-$365 Quinn Emanuel will also be reimbursed for reasonable out-of-pocket expenses incurred. On June 25, 2015, the Debtors provided Quinn Emanuel with an advance payment of $100,000 to establish a retainer for professional services to be rendered and expenses to be incurred by Quinn Emanuel on or after such date. Prior to the Petition Date, Quinn Emanuel rendered services to the Debtors in the amount of $77,175.05 and credited the Retainer to such amount (collectively, the "Prepetition Payments"). As of the Petition Date, the balance of the Retainer was $22,824.95. Susheel Kirpalani, partner of Quinn Emanuel, 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. Quinn Emanuel also intends to make a reasonable effort to comply with the U.S. Trustee's requests for information and additional disclosures as set forth in the U.S. Trustee Guidelines, both in connection with this Application and the interim and final fee applications to be filed by Quinn Emanuel in these chapter 11 cases. Quinn Emanuel provides the following response to the request for information set forth in Paragraph D.1 of the U.S. Trustee Guidelines. -- The hourly rates and corresponding rate structure Quinn Emanuel will use in its representation of the Debtors in these chapter 11 cases are the same as the hourly rates and corresponding rate structure that Quinn Emanuel uses in other restructuring matters, as well as similar complex matters whether in court or otherwise, regardless of whether a fee application is required, and regardless of the location of the chapter 11 case. -- Quinn Emanuel represented the Debtors during the 12-month \ period prior to the Petition Date. During that period Quinn Emanuel charged the Debtors on an hourly basis at its standard rates. Specifically, Quinn Emanuel charged the Debtors rates that ranged from $695 per hour to $1,175 per hour. The material financial terms of the Debtors' prepetition engagement of Quinn Emanuel – including the hourly rates charged by Quinn Emanuel – have not changed postpetition. -- Given the nature of Quinn Emanuel's limited role in these chapter 11 cases and due to the fact that it will render services to the Debtors on an as needed basis, the development of a budget has determined to be impracticable at this time. Quinn Emanuel can be reached at: Susheel Kirpalani, Esq. QUINN EMANUEL URQUHART & SULLIVAN, LLP 51 Madison Avenue, 22nd Floor New York, NY 10010 Tel: (212) 849-7000 Fax: (212) 849-7100 About Alpha Natural Alpha Natural -- http://www.alphanr.com-- is a coal supplier, ranked second largest among publicly traded U.S. coal producers as measured by 2014 consolidated revenues of $4.3 billion. Alpha Natural Resources, Inc. (Bankr. E.D. Va. Case No. 15-33896) and its affiliates filed separate Chapter 11 bankruptcy petitions on Aug. 3, 2015, listing $9.9 billion in total assets as of June 30, 2015, and $7.3 billion in total liabilities as of June 30, 2015. The petition was signed by Richard H. Verheij, executive vice president, general counsel and corporate secretary. Judge Kevin R. Huennekens presides over the case. David G. Heiman, Esq., Carl E. Black, Esq., and Thomas A. Wilson, Esq., at Jones Day serve as the Debtors' general counsel. Tyler P. Brown, Esq., J.R. Smith, Esq., Henry P. (Toby) Long, III, Esq., and Justin F. Paget, Esq., serve as the Debtors' local counsel. Rothschild Group is the Debtors' financial advisor. Alvarez & Marshal Holdings, LLC, is the Debtors' investment banker. Kurtzman Carson Consultants, LLC, is the Debtors' claims and noticing agent. The U.S. Trustee for Region 4 appointed seven creditors of Alpha Natural Resources Inc. to serve on the official committee of unsecured creditors. ALPHA NATURAL: Manier, Setliff File Rule 2019 Statements -------------------------------------------------------- Manier & Herod PC and Setliff & Holland PC disclosed in separate court filings that they represent Federal Insurance Co. and Liberty Mutual Insurance Co. in the Chapter 11 cases of Alpha Natural Resources Inc. and its affiliates: The firms represent the companies in their capacity as sureties for Alpha Natural and its affiliates on various bonds, according to the filing. The law firms made the disclosure pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure. The firms can be reached at: Scott C. Williams, Esq. Manier & Herod, P.C. One Nashville Place Suite 2200 150 Fourth Ave. N. Nashville, TN 37219 Telephone: (615) 244-0030 Facsimile: (615) 242-4203 E-mail: swilliams@manierherod.com - and - Richard T. Pledger, Esq. Thomas J. Moran, Esq. Setliff & Holland PC 4940 Dominion Boulevard Glen Allen, VA 23060 Telephone: (804) 377-1260 Facsimile: (804) 377-1280 E-mail: rpledger@setliffholland.com tmoran@setliffholland.com About Alpha Natural Alpha Natural -- http://www.alphanr.com-- is a coal supplier, ranked second largest among publicly traded U.S. coal producers as measured by 2014 consolidated revenues of $4.3 billion. Alpha Natural Resources, Inc. (Bankr. E.D. Va. Case No. 15-33896) and its affiliates filed separate Chapter 11 bankruptcy petitions on Aug. 3, 2015, listing $9.9 billion in total assets as of June 30, 2015, and $7.3 billion in total liabilities as of June 30, 2015. The petition was signed by Richard H. Verheij, executive vice president, general counsel and corporate secretary. Judge Kevin R. Huennekens presides over the case. David G. Heiman, Esq., Carl E. Black, Esq., and Thomas A. Wilson, Esq., at Jones Day serve as the Debtors' general counsel. Tyler P. Brown, Esq., J.R. Smith, Esq., Henry P. (Toby) Long, III, Esq., and Justin F. Paget, Esq., serve as the Debtors' local counsel. Rothschild Group is the Debtors' financial advisor. Alvarez & Marshal Holdings, LLC, is the Debtors' investment banker. Kurtzman Carson Consultants, LLC, is the Debtors' claims and noticing agent. The U.S. Trustee for Region 4 appointed seven creditors of Alpha Natural Resources Inc. to serve on the official committee of unsecured creditors. ALPHA NATURAL: Pepper Hamilton Files Rule 2019 Statement -------------------------------------------------------- Pepper Hamilton LLP disclosed in a court filing that it represents these claimants in the Chapter 11 cases of Alpha Natural Resources Inc. and its affiliates: (1) Cleveland Brothers Equipment Company, Inc. 4565 William Penn Highway Murrysville, PA 15668 (2) CB Mining, Inc. 255 Berry Road Washington, PA 15301 As of Sept. 3, 2015, the firm does not hold any claim against or interest in Alpha Natural and its affiliates, according to the filing. The firm made the disclosure pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure. Pepper Hamilton can be reached at: Henry J. Jaffe, Esq. John H. Schanne, II, Esq. Hercules Plaza, Suite 5100 1313 Market Street P.O. Box 1709 Wilmington, DE 19899-1709 Telephone: (302) 777-6500 Facsimile: (302) 421-8390 Email: jaffeh@pepperlaw.com schannej@pepperlaw.com About Alpha Natural Alpha Natural -- http://www.alphanr.com-- is a coal supplier, ranked second largest among publicly traded U.S. coal producers as measured by 2014 consolidated revenues of $4.3 billion. Alpha Natural Resources, Inc. (Bankr. E.D. Va. Case No. 15-33896) and its affiliates filed separate Chapter 11 bankruptcy petitions on Aug. 3, 2015, listing $9.9 billion in total assets as of June 30, 2015, and $7.3 billion in total liabilities as of June 30, 2015. The petition was signed by Richard H. Verheij, executive vice president, general counsel and corporate secretary. Judge Kevin R. Huennekens presides over the case. David G. Heiman, Esq., Carl E. Black, Esq., and Thomas A. Wilson, Esq., at Jones Day serve as the Debtors' general counsel. Tyler P. Brown, Esq., J.R. Smith, Esq., Henry P. (Toby) Long, III, Esq., and Justin F. Paget, Esq., serve as the Debtors' local counsel. Rothschild Group is the Debtors' financial advisor. Alvarez & Marshal Holdings, LLC, is the Debtors' investment banker. Kurtzman Carson Consultants, LLC, is the Debtors' claims and noticing agent. The U.S. Trustee for Region 4 appointed seven creditors of Alpha Natural Resources Inc. to serve on the official committee of unsecured creditors. ALPHA NATURAL: Whiteford Taylor Files Rule 2019 Statement --------------------------------------------------------- Whiteford, Taylor & Preston LLP disclosed in a court filing that it represents four claimants in the Chapter 11 cases of Alpha Natural Resources Inc. and its affiliates. The claimants are: (1) Powell Construction Company, Inc. 125 Dye Drive Beckley, West Virginia 25801 Attention: Mr. Ken Bolen (2) National Electric Company 3622 Bristol Highway Johnson City, Tennessee 37602 Attention: Mr. Wally Schultz (3) Powell Construction Company, West Virginia Division, LLC 125 Dye Drive Beckley, West Virginia 25801 Attention: Mr. Ken Bolen (4) Boxley Aggregates of West Virginia, LLC P.O. Box 13527 Roanoke, Virginia 24035 Attention: Mr. Tom Johnson Chief Financial Officer The firm had no claims against or interests in Alpha Natural when it was hired by the claimants, according to the filing. Whiteford Taylor made the disclosure pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure. The firm can be reached at: Michael E. Hastings, Esq. Brandy M. Rapp, Esq. 114 S. Market Street, Suite 210 Roanoke, Virginia 24011 Tel: (540) 759-3579 Fax: (540) 759-3569 Emails: mhastings@wtplaw.com brapp@wtplaw.com About Alpha Natural Alpha Natural -- http://www.alphanr.com-- is a coal supplier, ranked second largest among publicly traded U.S. coal producers as measured by 2014 consolidated revenues of $4.3 billion. Alpha Natural Resources, Inc. (Bankr. E.D. Va. Case No. 15-33896) and its affiliates filed separate Chapter 11 bankruptcy petitions on Aug. 3, 2015, listing $9.9 billion in total assets as of June 30, 2015, and $7.3 billion in total liabilities as of June 30, 2015. The petition was signed by Richard H. Verheij, executive vice president, general counsel and corporate secretary. Judge Kevin R. Huennekens presides over the case. David G. Heiman, Esq., Carl E. Black, Esq., and Thomas A. Wilson, Esq., at Jones Day serve as the Debtors' general counsel. Tyler P. Brown, Esq., J.R. Smith, Esq., Henry P. (Toby) Long, III, Esq., and Justin F. Paget, Esq., serve as the Debtors' local counsel. Rothschild Group is the Debtors' financial advisor. Alvarez & Marshal Holdings, LLC, is the Debtors' investment banker. Kurtzman Carson Consultants, LLC, is the Debtors' claims and noticing agent. The U.S. Trustee for Region 4 appointed seven creditors of Alpha Natural Resources Inc. to serve on the official committee of unsecured creditors. AMERICAN APPAREL: Case Summary & 30 Largest Unsecured Creditors --------------------------------------------------------------- Debtor affiliates filing separate Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- American Apparel, Inc. 15-12055 aka Endeavor Acquisition Corp. aka American Apparel aka Viva Radio 747 Warehouse Street Los Angeles, CA 90021 American Apparel (USA), LLC 15-12057 American Apparel Retail, Inc. 15-12058 American Apparel Dyeing & Finishing, Inc. 15-12059 KCL Knitting, LLC 15-12060 Fresh Air Freight, Inc. 15-12061 Type of Business: Apparel Manufacturer Chapter 11 Petition Date: October 5, 2015 Court: United States Bankruptcy Court District of Delaware (Delaware) Debtors' Richard L. Wynne, Esq. Restructuring Erin N. Brady, Esq. Counsel: JONES DAY 555 South Flower Street, 50th Floor Los Angeles, CA 90071 Tel: (213) 489-3939 Fax: (213) 243-2539 Email: rlwynne@jonesday.com enbrady@jonesday.com - and - Scott J. Greenberg, Esq. 222 East 41st Street New York, NY 10017 Tel: (212) 326-3939 Fax: (212) 755-7306 Email: sgreenberg@jonesday.com Debtors' Local Laura Davis Jones, Esq. Counsel: James E. O'Neill, Esq. Joseph M. Mulvihill, Esq. PACHULSKI STANG ZIEHL & JONES LLP 919 N. Market Street, 17th Floor Wilmington, DE 19801 Tel: 302 652-4100 Fax: 302-652-4400 Email: ljones@pszjlaw.com joneill@pszjlaw.com jmulvihill @pszj law. com Debtors' MOELIS & COMPANY Investment Banker: Debtors' FTI CONSULTING, INC. Financial Advisors: Debtors' DJM REAL ESTATE Real Estate Consultant: Debtors' GARDEN CITY GROUP, LLC Claims, Noticing and Solicitation Agent: Total Assets: $199,360,934 as of Oct. 4, 2015 Total Debts: $397,576,744 as of Oct. 4, 2015 The petition was signed by Hassan Natha, chief financial officer. Consolidated List of Debtors' 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Standard General L.P. Term Loan $15,000,000 Attn: Gail D. Steiner 767 5th Avenue New York, NY 10153 Tel: 212-257-4721 Fax: 212-257-4709 Standard General Term Loan $9,865,000 Master Fund L.P. Attn: 767 5th Avenue New York, NY 10153 Tel: 212-257-4721 Fax: Email: ops@standgen.com Skadden, Arps, Slate Legal Services $3,833,878 Attn: Jeff Cohen 300 South Grand Avenue Los Angeles, CA 90071 Tel: 213-387-5000 Fax: 212-735-2000 Email: jeffrey.cohen@skadden.com Alameda Square Owner LLC Landlord $2,162,887 Attn: Department #002 PO Box 31001-2198 Pasadena, CA 91110 Tel: 213-290-9647 Email: pmcelyea@atlas.cap.com Dunaway Yarns, Inc. Trade Debt $2,029,208 Attn: Carolina Bank/Lynn Wilson 1538 S Irby Street Florence, SC 29505 Tel: 843-662-8988 Email: Lynn Wilson-Carolina Bank Atalaya Asset Income Lease $1,583,508 Attn: 780 Third Avenue, 27th Floor Suite 100 New York, NY 10017 Tel: 949-720-9511 White & Case LLP Legal $1,425,538 Att: 23802 Network Place Services Chicago, IL 60673 Tel: 212-819-8200 Fax: 212-819-8200 Kuk II Spinning Co., Ltd. Trade Debt $1,409,632 Attn: Youido-dong Seoul, Korea 0 Tel: 82-2-3771-0503 Fax: 011-02-784-2534 Andari Lease $1,365,793 Attn: US 9626 Telstar Avenue El Monte, CA 91731 Tel: 626-575-2759 Fax: 626-575-3629 Utica Lease Co. Lease $1,138,873 Attn: 4425 Utica Road Utica, MI 48317 Fax: 586-32-8731 Email: info@uticaleaseco.com Fabritex, Inc. Trade Debt $869,187 2301 E. 7th Street, #D102 Los Angeles, CA 90023 Tel: 213-747-1417 Fax: 706-376-1434 Chonbang Co. Ltd. Legal Services $708,513 12F, 13F Choongjung Tower 464 Choongjungro-3ka Seodaemun-ku Seoul, Korea 0 Tel: 213-500-5830 Paul, Hastings, Janofsky & Legal Services $679,144 Walker LLP 515 S. Flower Street, 25th Floor Los Angeles, CA 90071 Tel: 213-683-6000 Neo Tex Inc. Trade Debt $612,577 6080 Triangle Drive Commerce, CA 90040 Tel: 323-888-2888 Fax: 323-832-9988 United Fabricare Supply Inc. Trade Debt $531,976 P.O. Box 07196 Los Angeles, CA 90001 Tel: 310-886-3790 Fax: 310-537-7096 Adobe Systems Incorporated Software $502,162 75 Remittance Drive, Suite 1025 Chicago, IL 60675 Tel: 801-722-7000 Fax: 408-536-6000 Tuscarora Yarns, Inc. Trade Debt $479,328 PO Box 602569 Charlotte, NC 28262 Tel: 704-436-6527 Fax: 704-436-9461 Email: jrmclester@tuscarorayarns.com LA Supply Co. Trade Debt $467,241 13700 E. Rosecrans Ave. Santa Fe Springs, CA 90670 Tel: 562-404-1884 Email: lasupply@yahoo.com Tuscarora/Hana Financial Trade Debt $394,946 Dept. LA 24406 Pasadena, CA 91185 Tel: 213-977-7231 Fax: 212-869-2449 Visionland Trade Debt $357,516 4FL KT Bldg 127-7, Songjung-Dong Kangbuk-ku Seoul, Korea 0 Tel: 822-989-1065 Fax: 822-771-2894 Email: sale@visionland.co.kr. Neman/FTC Commercial Corp. Trade Debt $349,953 Attn: Jacob 1525 S. Broadway Street Los Angeles, CA 90015 Tel: 213-745-8888 Fax: 213-745-8887 Email: info@ftccc.net Farnam Street Financial, Inc. Lease $341,669 240 Pondview Plaza 5850 Opus Parkway Minnetonka, MN 55343 Tel: 952-908-0850 Fax: 952-908-0795 Email: fsfiws@farnamstreet.net Rex Fabrics Trade Debt $336,670 722 Stanford Ave. Los Angeles, CA 90021 Tel: 213-489-9194 Fax: 305-448-7979 Email: rexfabrics@hotmail.com Fabric Avenue/Continental Bus. Trade Debt $319,586 Credit, Inc. 21031 Ventura Blvd. #900 Woodland Hills, CA 91364 Tel: 213-488-9999 Fax: 818-737-3700 Email: Skurdian@cbcredit.com Orange County Industrial Trade Debt $305,059 608 E. 4th St. Santa Ana, CA 92701 Tel: 714-953-0977 Fax: 714-953-1067 Email: sales@ocisewing.com Hong In Enterprises Co. Ltd. Trade Debt $259,013 Suite 402 Unicom B/D, 104-17 Samsung-Dong, Kangnam-Ku Seoul, Korea Korea Tel: 82-2-3452-7253 (5Line) Fax: 011-82-2-3452-7269 Email: hanslee@honginent.co.kr. Glenn Weinman Severance $249,092 17045 Rancho St. Encino, CA 91316 Microsoft Licensing, GP Software $232,683 M-Tex Co. Trade Debt $232,674 Sitrick Brincko Group, LLC Public $194,723 Relations AMERICAN APPAREL: Files for Bankruptcy with Debt-for-Equity Plan ---------------------------------------------------------------- American Apparel, Inc., and five of its affiliates sought Chapter 11 bankruptcy protection in Delaware with $398 million in debt. The Debtors intend to continue their operations with as little disruption and loss of productivity as possible. The bankruptcy filing did not come as a surprise. As early as 2011, the Company already warned of a potential bankruptcy when it included a "going concern" qualification with respect to its 2010 financials in its Form 10-K. The embattled retailer lost more than $300 million from 2009 to 2014, court papers show. In 2014, American Apparel generated more than $600 million in net sales, according to the bankruptcy filing. Late last year, the Company's former Chief Executive Officer Dov Charney was ousted by the Board over an alleged misappropriation of Company funds, sexual harassment, and other illicit and unlawful behavior. According to the Company, this conduct exposed it to millions of dollars of legal liabilities, an investigation by the SEC, an untold amount of financial harm, disruption to operations and significant negative publicity. "After years of operating losses, mounting debt and poor leadership, the Company has in the past year replaced its management team, made new hires in key leadership positions and devised a comprehensive turnaround plan," said Mark Weinsten, chief restructuring officer of American Apparel. "Unfortunately, continuing and significant operating losses has left the Company with inadequate liquidity to implement its turnaround plan," he added. To this end, the Company negotiated with its secured noteholders, which negotiations culminated with a restructuring support agreement and the plan of reorganization. The RSA is supported by the Prepetition Secured Lenders and holders of more than 95% of the Senior Notes. Under the Plan, more than $200 million of Senior Notes would be converted into equity interests of the reorganized American Apparel. The Plan provides distributions to general unsecured creditors in the form of units in a litigation trust and, if the Plan is accepted by such class of creditors, a $1 million cash payment. In connection with the Restructuring Support Agreement, the Supporting Parties committed to provide the Debtors with a $90 million in debtor-in-possession financing. The Supporting Parties have also agreed to convert the DIP Credit Facility into an Exit Term Loan and provide an additional $40 million of liquidity to fund exit costs and capitalize the business. "If confirmed, the Plan will result in a revitalized American Apparel with a significantly deleveraged balance sheet," Mr. Weinsten said. As of the Petition Date, the Debtors had outstanding long term debt in the aggregate principal amount of approximately $295 million. To enable the Debtors to minimize the adverse effects of their cases, they are requesting various types of relief in their first day pleadings. The Debtors are seeking authority to pay employee wages; pay critical vendor claims of up to $5 million; prohibit utility providers from discontinuing services; continue using existing cash management system; and continue to engage in certain marketing and sales practices. The Debtors and their non-debtor affiliates operate a vertically integrated manufacturing, distribution, and retail business focused on branded fashion-basic apparel, employing approximately 8,500 employees across six manufacturing facilities and approximately 230 retail stores in the U.S. and 17 other countries worldwide. The Debtors have engaged Jones Day as restructuring counsel; Pachulski Stang Ziehl & Jones LLP as local counsel; Moelis & Company as investment banker; FTI Consulting, Inc. as financial advisors; DJM Real Estate as real estate consultant; and Garden City Group, LLC as claims, noticing and solicitation agent. The Debtors expect to emerge from bankruptcy within six months. A copy of the declaration in support of the First Day Motions is available for free at: http://bankrupt.com/misc/3_AMERICAN_Affidavit.pdf AMERICAN APPAREL: Hires Garden City Group as Claims/Noticing Agent ------------------------------------------------------------------ American Apparel, Inc., et al., ask the Bankruptcy Court to enter an order appointing Garden City Group, LLC to act as claims and noticing agent nunc pro tunc to the Petition Date, in order to assume full responsibility for the distribution of notices and the maintenance, processing, and docketing of proofs of claim filed in their Chapter 11 cases. Although the Debtors have not yet filed their schedules of assets and liabilities, they anticipate that there will be in excess of 30,000 entities to be noticed. In view of the number of anticipated claimants and the complexity of their businesses, the Debtors assert that the appointment of a claims and noticing agent is necessary. "By appointing GCG as the claims and noticing agent in these chapter 11 cases, the distribution of notices and the processing of claims will be expedited, and the Clerk's Office will be relieved of the administrative burden of processing what may be an overwhelming number of claims," says Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, counsel to the Debtors. The firm's current hourly billing rates are: Standard Title Hourly Rates ----- ------------ Administrative, Mailroom and Claims Control $45-$55 Project Administrators $70-$85 Project Supervisors $95-$110 Graphic Support & Technology Staff $100-$200 Project Managers and Senior Project Managers $125-$175 Directors and Asst. Vice Presidents $200-$295 Vice Presidents and above $295 The Debtors request that the undisputed fees and expenses incurred by GCG be treated as administrative expenses of their estates. GCG agrees to maintain records of all Claims and Noticing Services, including showing dates, categories of Claims and Noticing Services, fees charged and expenses incurred, and to serve monthly invoices on the Debtors, the office of the United States Trustee, counsel for the Debtors, counsel for any official committee, if any, monitoring the expenses of the Debtors, and any party-in-interest who specifically requests service of the monthly invoices. If any dispute arises relating to the Engagement Agreement or monthly invoices, the parties will meet and confer in an attempt to resolve the dispute. If resolution is not achieved, the parties may seek resolution of the matter from the Court. Prior to the Petition Date, the Debtors provided GCG a retainer of $125,000. GCG seeks to apply the retainer to all pre-petition invoices. As part of the overall compensation, the Debtors have agreed to indemnify and hold harmless GCG and its directors, officers, employees, affiliates, and agents, except for gross negligence and willful misconduct. GCG represents that it is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About American Apparel American Apparel, Inc., American Apparel (USA), LLC, American Apparel Retail, Inc., American Apparel Dyeing & Finishing, Inc., KCL Knitting, LLC and Fresh Air Freight, Inc. sought Chapter 11 bankruptcy protection (Bankr. D. Del. Proposed Lead Case No. 15-12055) on Oct. 5, 2015. The petition was signed by Hassan Natha as chief financial officer. The Debtors reported total assets of $199,360,934 and total liabilities of $397,576,744. The Debtors have engaged Jones Day as restructuring counsel, Pachulski Stang Ziehl & Jones LLP as local counsel, Moelis & Company as investment banker, FTI Consulting, Inc. as financial advisor, DJM Real Estate as real estate consultant and Garden City Group, LLC as claims and noticing agent. The Debtors and their non-Debtor affiliates operate a vertically integrated manufacturing, distribution, and retail business focused on branded fashion-basic apparel, employing approximately 8,500 employees across six manufacturing facilities and approximately 230 retail stores in the United States and 17 other countries worldwide. AMERICAN APPAREL: Seeks Joint Administration of Cases ----------------------------------------------------- American Apparel, Inc., et al., ask the Bankruptcy Court to jointly administer their Chapter 11 cases in Case No. 15-12055. According to the Debtors, the joint administration will, among other things: (a) permit the Clerk of the Court to utilize a single general docket and combine notices to creditors of their respective estates and other parties-in-interest; (b) avoid the need for duplicative notices, motions and applications, thereby saving time and expense; (c) enable parties-in-interest to have a single point of reference for all matters relevant to these Cases; (d) significantly reduce the volume of pleadings that otherwise would be filed with the Clerk of the Court; (e) render the completion of various administrative tasks less costly; and (f) minimize the number of unnecessary delays associated with the administration of separate Chapter 11 cases. The Debtors assert that the rights of parties-in-interest will not be prejudiced or otherwise affected as the relief requested is for procedural purposes only. Any creditor filing a proof of claim against any of the Debtors or their respective estates can still assert its claim against a particular Debtor and not against the jointly administered Debtors. About American Apparel American Apparel, Inc., American Apparel (USA), LLC, American Apparel Retail, Inc., American Apparel Dyeing & Finishing, Inc., KCL Knitting, LLC and Fresh Air Freight, Inc. sought Chapter 11 bankruptcy protection (Bankr. D. Del. Proposed Lead Case No. 15-12055) on Oct. 5, 2015. The petition was signed by Hassan Natha as chief financial officer. The Debtors reported total assets of $199,360,934 and total liabilities of $397,576,744. The Debtors have engaged Jones Day as restructuring counsel, Pachulski Stang Ziehl & Jones LLP as local counsel, Moelis & Company as investment banker, FTI Consulting, Inc. as financial advisor, DJM Real Estate as real estate consultant and Garden City Group, LLC as claims and noticing agent. The Debtors and their non-Debtor affiliates operate a vertically integrated manufacturing, distribution, and retail business focused on branded fashion-basic apparel, employing approximately 8,500 employees across six manufacturing facilities and approximately 230 retail stores in the United States and 17 other countries worldwide. AMERICAN APPAREL: Taps Garden City Group as Administrative Agent ---------------------------------------------------------------- American Apparel, Inc., and its debtor affiliates seek authority from the Bankruptcy Court to employ Garden City Group, LLC as administrative agent to: a) manage the preparation, compilation and mailing of documents to creditors and other parties-in-interest in connection with the solicitation of a chapter 11 plan; b) collect and tabulate votes in connection with any Plan filed by the Debtors and provide ballot reports to the Debtors and their professionals; c) generate an official ballot certification and testify, if necessary, in support of the ballot tabulation results; d) launch, administer, and manage any rights offering and perform any administrative tasks in connection with the related backstop, including but not limited to processing the relevant forms, collecting and managing payments, making or assisting in the distributions of cash, securities, and/or other entitlements in connection with any rights offering; e) manage the publication of legal notices; f) manage any distributions made pursuant to a Plan; g) assist with claims reconciliation, including generating claim objection exhibits and contract cure notices; and h) provide any and all necessary administrative tasks as the Debtors or its professionals may require in connection with these Chapter 11 cases. GCG intends to coordinate with the Debtors' other retained professionals to avoid any unnecessary duplication of services. The firm's current hourly billing rates are: Standard Title Hourly Rates ----- ------------ Administrative, Mailroom and Claims Control $45-$55 Project Administrators $70-$85 Project Supervisors $95-$110 Graphic Support & Technology Staff $100-$200 Project Managers and Senior Project Managers $125-$175 Directors and Asst. Vice Presidents $200-$295 Vice Presidents and above $295 Prior to the Petition Date, the Debtors provided GCG a retainer in the amount of $125,000. GCG seeks to apply the retainer to all pre-petition invoices. As part of the overall compensation, the Debtors have agreed to indemnify and hold harmless GCG and its directors, officers, employees, affiliates, and agents, except for gross negligence and willful misconduct. To the best of the Debtors' knowledge, GCG: (i) is a "disinterested person" within the meaning of Bankruptcy Code Section 101(14); (ii) does not hold or represent an interest adverse to the Debtors' estates in connection with any matter on which it will be employed; and (iii) neither GCG nor any of its employees has any connection with the Debtors, their creditors, the United States Trustee or any other party-in-interest in these Chapter 11 cases. About American Apparel American Apparel, Inc., American Apparel (USA), LLC, American Apparel Retail, Inc., American Apparel Dyeing & Finishing, Inc., KCL Knitting, LLC and Fresh Air Freight, Inc. sought Chapter 11 bankruptcy protection (Bankr. D. Del. Proposed Lead Case No. 15-12055) on Oct. 5, 2015. The petition was signed by Hassan Natha as chief financial officer. The Debtors reported total assets of $199,360,934 and total liabilities of $397,576,744. The Debtors have engaged Jones Day as restructuring counsel, Pachulski Stang Ziehl & Jones LLP as local counsel, Moelis & Company as investment banker, FTI Consulting, Inc. as financial advisor, DJM Real Estate as real estate consultant and Garden City Group, LLC as claims and noticing agent. The Debtors and their non-Debtor affiliates operate a vertically integrated manufacturing, distribution, and retail business focused on branded fashion-basic apparel, employing approximately 8,500 employees across six manufacturing facilities and approximately 230 retail stores in the United States and 17 other countries worldwide. AMERICAN APPAREL: Wants Access to $90-Mil. DIP Financing -------------------------------------------------------- American Apparel, Inc., and its debtor affiliates seek authority from the Bankruptcy Court to obtain a senior secured postpetition financing in an aggregate principal amount of $90 million in the form of a delayed draw term loan comprised of (i) up to $30 million in new money and (ii) a roll-up of the Prepetition ABL Facility in an amount of approximately $60 million. The Debtors assert they urgently need financing to, among other things, meet their payroll obligations this week to over 4,900 employees and keep their approximately 230 stores operating. The Debtors also seek permission to use cash collateral of their prepetition lenders. "The Debtors' inability to pay their employees would threaten the stability of the Debtors' workforce and would result in significant disruptions to the operation, if not the permanent cessation, of the Debtors' business," said Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, counsel to the Debtors. Wilmington Trust, National Association, serves as administrative agent in connection with the DIP Credit Facility. Interest on the DIP Facility will accrue at Libor plus 7.00% per annum. The Default Rate will be the interest rate or rate otherwise applicable plus 2% per annum. "Maturity Date" is the earlier of (i) Apri1 5, 2016; (ii) the date the Bankruptcy Court orders the conversion of the bankruptcy case of any of the Credit Parties to a Chapter 7 liquidation or the dismissal of any of the Chapter 11 Cases; (iii) the acceleration of the Loans and the termination of all Commitments under the DIP Credit Facility pursuant to Section 8.02 of the DIP Credit Agreement; (iv) the sale of all or substantially all of the Credit Parties' assets; and (v) the consummation of the Approved Plan of Reorganization for the Credit Parties. The DIP Lenders under the DIP Credit Facility will be afforded certain liens and claims, including priming liens and superpriority claims on the property of the estate. The DIP Credit Agreement contains various "milestones" that the Debtors must meet throughout their Chapter 11 cases, and failure to meet these milestones constitutes an Event of Default under the DIP Credit Agreement. These milestones require: (a) entry of the Final Order within 45 days of the entry of the Interim Order; (b) approval of the disclosure statement with respect to the Approved Plan of Reorganization within 60 days of the Petition Date; (c) entry of the Confirmation Order within 120 days of the Petition Date; and (d) that the effective date of the Approved Plan of Reorganization shall have occurred within 180 days of the Petition Date. "Given the Debtors' desire to minimize the costs of administering these chapter 11 cases and the substantial progress toward a reorganization that already has been achieved to date ... the Debtors are confident that they can satisfy such milestones and reorganize as efficiently as practicable," Ms. Jones maintained. The Debtors request to obtain access to $70 million upon entry of the interim order under the terms of the DIP Credit Agreement. A copy of the Debtor-in-Possession Credit Agreement dated as of Oct. 4, 2015, is available for free at: http://bankrupt.com/misc/19_AMERICAN_DIP.pdf About American Apparel American Apparel, Inc., American Apparel (USA), LLC, American Apparel Retail, Inc., American Apparel Dyeing & Finishing, Inc., KCL Knitting, LLC and Fresh Air Freight, Inc. sought Chapter 11 bankruptcy protection (Bankr. D. Del. Proposed Lead Case No. 15-12055) on Oct. 5, 2015. The petition was signed by Hassan Natha as chief financial officer. The Debtors reported total assets of $199,360,934 and total liabilities of $397,576,744. The Debtors and their non-debtor affiliates operate a vertically integrated manufacturing, distribution, and retail business focused on branded fashion-basic apparel, employing approximately 8,500 employees across six manufacturing facilities and approximately 230 retail stores in the United States and 17 other countries worldwide. The Debtors have engaged Jones Day as restructuring counsel, Pachulski Stang Ziehl & Jones LLP as local counsel, Moelis & Company as investment banker, FTI Consulting, Inc. as financial advisor, DJM Real Estate as real estate consultant and Garden City Group, LLC as claims and noticing agent. ARCHDIOCESE OF ST. PAUL: Judge Balks at Adding New Costs -------------------------------------------------------- ABI.org reported that the federal judge overseeing the bankruptcy of the Archdiocese of St. Paul and Minneapolis questioned the need for more legal and other professionals to resolve the case during a court hearing on Oct. 1, 2015. The Archdiocese of Saint Paul and Minneapolis was originally established by the Vatican in 1850 and serves a geographical area consisting of 12 greater Twin Cities metro-area counties in Minnesota, including Ramsey, Hennepin, Anoka, Carver, Chisago, Dakota, Goodhue, Le Sueur, Rice, Scott, Washington, and Wright counties. There are 187 parishes and approximately 825,000 Catholic individuals in the region. These individuals and parishes are served by 3999 priests and 173 deacons. The Archdiocese of St. Paul and Minneapolis filed for Chapter 11 protection (Bankr. D. Minn. Case No. 15-30125) in Minnesota on Jan. 16, 2015, saying it has large and growing liabilities related to child sexual abuse and that its pension obligations are underfunded. The Debtor disclosed $45,203,010 in assets and $15,890,460 in liabilities as of the Chapter 11 filing. The Debtor has tapped Briggs and Morgan, P.A., as Chapter 11 counsel; BGA Management LLC d/b/a Alliance Management as financial advisor; Lindquist & Vennum LLP as attorney. Eleven other dioceses have commenced Chapter 11 bankruptcy cases in the United States to settle claims from current and former parishioners who say they were sexually molested by priests. U.S. Trustee for Region 12 appointed five creditors to serve on the official committee of unsecured creditors. The U.S. Trustee appointed five creditors to serve on the Committee of Parish Creditors. Ginny Dwyer appointed as the acting chairperson of the committee until such time as the members can meet and officially elect their own person. * * * The Debtor's exclusive period for filing a Chapter 11 plan and disclosure statement ends on Nov. 30, 2015. ATLANTIC & PACIFIC: FTI Consulting Approved as Financial Advisor ---------------------------------------------------------------- The Hon. Robert D. Drain of the U.S. Bankruptcy Court for the Southern District of New York authorized The Great Atlantic & Pacific Tea Company, et al., to employ FTI Consulting, Inc., as financial advisor, nunc pro tunc to the Petition Date. As reported by The Troubled Company Reporter on Sept 17, 2015, FTI Consulting agreed to provide the following financial advisory and consulting services to: Financial Advisory Services: (a) rendering general financial advice, financial analytics and modeling as directed by Weil or the Debtors; (b) assisting in the development and analysis of various strategic alternatives available to the Debtors; (c) determining potential creditor recoveries under alternative scenarios; (d) assisting with analyzing and developing strategies to address the Debtors' existing obligations; (e) assisting in developing tactics and strategies for negotiating with the holders of the Debtors' obligations; (f) assisting with evaluating the Debtors' cash flows under a variety of scenarios; (g) assisting with sizing and securing DIP financing as needed to pursue potential asset sale strategies; (h) attending meetings, presentations and negotiations as may be requested by Weil or the Debtors; and (i) providing other services as requested by Weil or the Debtors. Contingency Planning: (a) assisting with developing accounting and operating procedures to segregate prepetition and post-petition business transactions; (b) supporting the preparation of first day motions and developing procedures and processes necessary to implement such motions; (c) assisting in the development of a creditor matrix; (d) working with the Debtors and their communications advisors to develop chapter 11 communications; (e) developing training materials and assist in training the Debtors' personnel with respect to chapter 11 procedures; (f) assisting with developing a process and infrastructure to respond to and track calls received from suppliers, employees and other constituents, including the production of various management reports reflecting call center activity; (g) assisting in the identification of executory contracts and unexpired leases and performing cost/benefit evaluations with respect to the assumption or rejection of each, as needed; (h) preparing the Debtors with respect to financial related disclosures that will be required by the Court; (i) assisting in the development of a key employee bonus plan, if needed; and (j) rendering such other restructuring and general business consulting or such other assistance for the Debtors as the Debtors' management or Weil may request. Asset Sales: (a) assisting with data collection and information gathering for third party due diligence relating to potential transactions with financial and strategic buyers; (b) assisting in developing, negotiating and executing plan of reorganization scenarios, 363 sales or other potential sales of all or portions of the Debtors' assets; and (c) rendering such other advice or providing assistance to the Debtors' as the Debtors' management or Weil may request. The Debtors have agreed to pay FTI the compensation set forth in the Engagement letter. The principal terms of the Fee Structure are as follows: -- Hourly Fees: Fees for services rendered by FTI pursuant to the Engagement Letter will be based upon time incurred in providing such services, multiplied by 75% of FTI's standard hourly rates, which are as follows: Senior Managing Directors $800-$975 Directors/Managing Directors $595-$795 Consultants/Senior Consultants $315-$570 Administrative/Paraprofessionals $125-$250 -- Completion Fee. The Debtors, in their discretion, and subject to this Court's approval, may pay FTI a fee (the "Completion Fee") in an amount up to $2,000,000. -- Expenses. The Debtors will reimburse FTI for reasonable and customary out-of-pocket expenses incurred during the engagement, including telephone, overnight mail, messenger, travel, meals, accommodations and other expenses specifically related to the engagement. -- Court Testimony. In addition, if FTI and/or any of its employees are required to testify or provide evidence at or in connection with any judicial or administrative proceeding relating the engagement, the Debtors will compensate FTI at its regular hourly rates and reimburse FTI for reasonable allocated and direct expenses with respect thereto. Prior to the Commencement Date, the Debtors provided FTI with a retainer of $18,809 in December 2013 then increased the retainer by $700,000 in June 2015. Michael R. Nowlan, senior managing director of FTI Consulting, 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 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. The Debtor disclosed total assets of $601,441,108 and total liabilities of $1,984,459,086 as of the Petition Date. 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. The U.S. Trustee for Region 2 appointed seven creditors to serve On the official committee of unsecured creditors. Pachulski Stang Ziehl & Jones LLP serves as its counsel, and Zolfo Cooper, LLC as serves as its financial advisors and bankruptcy consultants. Elise S. Frejka was appointed as consumer privacy ombudsman. ATLANTIC & PACIFIC: Hilco Approved as Real Estate Advisors ---------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York authorized The Great Atlantic & Pacific Tea Company, et al., to employ Hilco Real Estate, LLC, as real estate advisors nunc pro tunc to the Commencement Date. Pursuant to that certain Real Estate Consulting and Advisory Services Agreement dated Aug. 28, 2015, Hilco is expected to, among other things: a. consult with the Debtors and counsel for the Debtors to ascertain the Debtors' goals, objectives and financial parameters with respect to certain properties, leases, and stores; b. provide advice on incremental site value to the Debtors and their other advisors for negotiation purposes during the Debtors' search for a going concern buyer or buyers; and c. consult with the Debtors, their counsel, and third parties as directed by the Debtors with respect to the Debtors' strategic plan for assigning, subleasing, or terminating any leases and selling any properties and store assets. The Debtors intend that the services of Hilco will complement, and not duplicate, the services being rendered by other professionals retained in the chapter 11 cases. Hilco will be separately compensated for two different phases of advisory services: phase 1 (the "Phase 1 Advisory Services"), which involves quantifying site values and providing other support to facilitate the Debtors' negotiations with potential purchasers; and phase 2 (the "Phase 2 Advisory Services"), which involves soliciting and negotiating the terms of an assignment, sublease, or termination of a lease or purchase and sale agreement for a property, store, or store asset where directed by the Debtors. Phase 1 Advisory Fee. Prior to the Commencement Date, the Debtors paid Hilco a flat fee in the amount of $200,000 for Phase 1 Advisory Services. The Phase 1 Advisory Fee will be credited dollar-for-dollar against Phase 2 Advisory Fees. Phase 2 Advisory Fees. Hilco will be compensated for Phase 2 Advisory Services on a commission basis, with a separate fee for transactions involving leases, stores, and store assets and for sales of real property. The Phase 2 Advisory Fee is applicable to transactions secured by Hilco and involving leases, stores, and store assets. The percentage fee increases with the amount of gross proceeds are: Gross Proceeds Fee to Hilco as a -------------- Percentage of Gross Proceeds ---------------------------- $0 to $150 million 2.75% Between $150 million and $300 million 1.75% Between $300 million and $450 million 2.25% Over $450 million 2.75% For each transaction in which Hilco sells real property of the Debtors, Hilco is entitled to a fee equal to 3% of the total cash consideration received by the Debtors' for the sale. Several additional terms are pertinent to the implementation of the proposed fee structure: a. if Hilco secures two bids for a single lease, property, store, and store asset and the Debtors choose the bid with the lower cash consideration, Hilco's fee will be calculated using the higher cash consideration offered by the alternative bid; b. where a single transaction involves both real property and a lease, store, or store asset, Hilco will receive only one fee (the greater between the fee for sale of real property and the Phase 2 Advisory Fee), not both; c. to the extent that another professional (other than Evercore Group LLC) is compensated for a transaction involving a lease, property, store, or store asset, Hilco will not earn a fee on that portion of the transaction. The term is not intended to disqualify Hilco from earning a fee from a sale of assets made by the Debtors. The Debtors will reimburse Hilco for all reasonable, documented out-of-pocket expenses it incurs in connection with the engagement, subject to an aggregate cap of $100,000 that may only be exceeded with the Debtors' prior written consent). To the best of the Debtors' knowledge, Hilco is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. 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. The Debtor disclosed total assets of $601,441,108 and total liabilities of $1,984,459,086 as of the Petition Date. 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. The U.S. Trustee for Region 2 appointed seven creditors to serve on the official committee of unsecured creditors. Pachulski Stang Ziehl & Jones LLP serves as its counsel, and Zolfo Cooper, LLC as serves as its financial advisors and bankruptcy consultants. Elise S. Frejka was appointed as consumer privacy ombudsman. ATLANTIC & PACIFIC: Lists $601MM in Assets, $1.9-Bil. in Debts -------------------------------------------------------------- The Great Atlantic & Pacific Tea Company, et al., filed with the U.S. Bankruptcy Court for the Southern District of New York its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $218,640,803 B. Personal Property $382,800,305 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $925,563,821 E. Creditors Holding Unsecured Priority Claims $2,183,957 F. Creditors Holding Unsecured Non-Priority Claims $1,056,711,308 ----------- ----------- Total $601,441,108 $1,984,459,086 A copy of the schedules is available for free at: http://bankrupt.com/misc/GREATATLANTIC_720_sal.pdf 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. The Debtor disclosed total assets of $601,441,108 and total liabilities of $1,984,459,086 as of the Petition Date. 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. The U.S. Trustee for Region 2 appointed seven creditors to serve on the official committee of unsecured creditors. Pachulski Stang Ziehl & Jones LLP serves as its counsel, and Zolfo Cooper, LLC as serves as its financial advisors and bankruptcy consultants. Elise S. Frejka was appointed as consumer privacy ombudsman. ATLANTIC & PACIFIC: Pachulski Stang Approved as Committee's Counsel ------------------------------------------------------------------- The Hon. Robert D. Drain of the U.S. Bankruptcy Court for the Southern District of New York authorized the Official Committee of Unsecured Creditors in the Chapter 11 cases of The Great Atlantic & Pacific Tea Company, et al., to retain Pachulski Stang Ziehl & Jones LLP as its counsel, nunc pro tunc to July 24, 2015. The primary professionals and paralegals designated to represent the Committee and their standard hourly rates are: Robert J. Feinstein, partner $995 Bradford J. Sandler, partner $825 Shirley S. Cho, of counsel $750 Maria A. Bove, of counsel $725 Jason H. Rosell, of counsel $525 Paralegals $305 Pachulski Stang will also charge in all areas of practice for all other expenses incurred in connection with the client's case. To the best of the Committee's knowledge, neither the firm, nor any of its attorneys represent any interest adverse to that of the Committee in the matters on which they are to be retained. 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. The Debtor disclosed total assets of $601,441,108 and total liabilities of $1,984,459,086 as of the Petition Date. 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. The U.S. Trustee for Region 2 appointed seven creditors to serve On the official committee of unsecured creditors. Pachulski Stang Ziehl & Jones LLP serves as its counsel, and Zolfo Cooper, LLC as serves as its financial advisors and bankruptcy consultants. Elise S. Frejka was appointed as consumer privacy ombudsman. ATLANTIC & PACIFIC: Trustee Unable to Form Retiree Committee ------------------------------------------------------------ William K. Harrington, the United States Trustee for Region 2, notified the U.S. Bankruptcy Court for the Southern District of New York that he is unable to recommend or appoint any unrepresented retirees to the Retiree Committee in the Chapter 11 cases of The Great Atlantic & Pacific Tea Company, et al., due to insufficient interest. In the future, should the U.S. Trustee receive responses from unrepresented retirees sufficient to form a Retiree Committee a supplement to the report will be filed. As reported in the Troubled Company Reporter on Sept. 1, 2015, Judge Robert D. Drain directed the U.S. Trustee to appoint an official committee of retirees in the Debtors' cases. The Retiree Committee will serve as the sole authorized representative under Section 1114 of the Bankruptcy Code of Unrepresented Retirees receiving "retiree benefits" sponsored by the Debtors. The scope of duties and rights of the Retiree Committee will be consistent with and governed by Section 1114, without prejudice to any challenge by any party in interest as to whether the termination or modification of retiree benefits is governed by Section 1114 or is within the scope of the duties of the Retiree Committee. The aggregate fees of professionals retained by the Retiree Committee must not exceed $100,000 per month; provided, that the Fee Cap may be increased with the consent of the Debtors or order of the Court, for cause. The Retiree Committee must promptly file applications to retain any legal or financial professionals needed to carry out its obligations under Section 1114, and those approved professionals must file fee applications for their compensation and expenses. Judge Drain's ruling was at the behest of the Debtors. In requesting for an order directing the appointment of a Retiree Committee, the Debtors explained that the appointment of a single committee is appropriate under the circumstances. A single committee can adequately represent the interests of Unrepresented Retirees and permit the Debtors to negotiate more efficiently without excess financial burden on the Debtors' estates. Indeed, multiple committees of retirees for Non-Union Retirees and each group of Unrepresented Union Retirees would multiply the fees and costs paid for by the estates and create unnecessary complications and delay that may threaten the Debtors' ability to successfully complete their Chapter 11 strategy, the Debtors asserted. The U.S. Trustee, in response to the Debtors' motion for appointment of a Retiree Committee, stated that to the extent that one or more of the unions involved in the bankruptcy cases declines to serve as the authorized representative for its constituents, then two committees should be formed -- one committee for the unrepresented union retirees and one committee for non union retirees. The U.S. Trustee asserted that the Court should decline to impose a monthly Fee Cap on any Retirees Committee as a cap could serve to chill the effectiveness of any retirees committee(s) that may be formed. 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. The Debtor disclosed total assets of $601,441,108 and total liabilities of $1,984,459,086 as of the Petition Date. 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. The U.S. Trustee for Region 2 appointed seven creditors to serve on the official committee of unsecured creditors. Pachulski Stang Ziehl & Jones LLP serves as its counsel, and Zolfo Cooper, LLC as serves as its financial advisors and bankruptcy consultants. Elise S. Frejka was appointed as consumer privacy ombudsman. ATLANTIC & PACIFIC: Universal Environmental Mgt. Contract Okayed ---------------------------------------------------------------- The Hon. Robert D. Drain of the U.S. Bankruptcy Court for the Southern District of New York authorized The Great Atlantic & Pacific Tea Company, et al., to assume a management agreement, dated March 16, 2015, with Universal Environmental Consulting Inc., as amended pursuant to modified terms and conditions. The Court also ordered that pursuant to Section 365(b) of the Bankruptcy Code, the Debtors will promptly pay $729,573 in unpaid prepetition amounts due under the amended agreement in full and final satisfaction of all amounts required to be paid to cure A&P's defaults. 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. The Debtor disclosed total assets of $601,441,108 and total liabilities of $1,984,459,086 as of the Petition Date. 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. The U.S. Trustee for Region 2 appointed seven creditors to serve on the official committee of unsecured creditors. Pachulski Stang Ziehl & Jones LLP serves as its counsel, and Zolfo Cooper, LLC as serves as its financial advisors and bankruptcy consultants. Elise S. Frejka was appointed as consumer privacy ombudsman. ATLANTIC & PACIFIC: Zolfo Approved as Panel's Financial Advisor --------------------------------------------------------------- The Hon. Robert D. Drain of the U.S. Bankruptcy Court for the Southern District of New York authorized the Official Committee of Unsecured Creditors in the Chapter 11 cases of The Great Atlantic & Pacific Tea Company, et al., to retain Zolfo Cooper, LLC, as its financial advisors and bankruptcy consultants, nunc pro tunc to July 24, 2015. ZC will work closely with Pachulski Stang Ziehl & Jones LLP, counsel for the Committee, to ensure that there will be no duplication of efforts or unnecessary overlap in the services to be provided by ZC and those that have been provided or which will be provided by the Committee's other advisors. ZC will provide these services: (a) advise the Committee regarding the sale of the Debtors' business or assets, including communicating with potential bidders, evaluating bids and attending the sale auction and sale hearing; (b) monitor the Debtors' cash flow and operating performance, including: (i) comparing actual financial and operating results to budgets/projections, (ii) preparing periodic presentations to the Committee summarizing findings and observations resulting from ZC's monitoring activities; (c) analyze and comment on operating and cash flow projections, business plans, operating results, financial statements, other documents and information provided by the Debtors/Debtors' professionals, and other information and data pursuant to the Committee's request. ZC is entitled to receive compensation at these hourly rates in effect as of July 1, 2015: Managing Directors $775 - $925 Professional Staff $265 - $770 Support Personnel $60 - $310 ZC is not owed any amounts with respect to prepetition fees and expenses. ZC bill for travel time consistent with guidelines of the jurisdiction. For the jurisdiction, ZC will apply a 50% discount rate to non-working travel time billed. To the best of the Committee's knowledge, ZC is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. 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. The Debtor disclosed total assets of $601,441,108 and total liabilities of $1,984,459,086 as of the Petition Date. 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. The U.S. Trustee for Region 2 appointed seven creditors to serve On the official committee of unsecured creditors. Pachulski Stang Ziehl & Jones LLP serves as its counsel, and Zolfo Cooper, LLC as serves as its financial advisors and bankruptcy consultants. Elise S. Frejka was appointed as consumer privacy ombudsman. B&G FOODS: Moody's Lowers CFR to 'B1' Over Green Giant Plans ------------------------------------------------------------- Moody's Investors Service downgraded the Corporate Family Rating (CFR) of B&G Foods, Inc. to B1 from Ba3 and its Probability of Default Rating (PDR) to B1-PD from Ba3-PD. At the same time, Moody's assigned a Ba3 rating to the company's newly proposed 7-year $500 million term loan B. Moody's also downgraded the company's speculative grade liquidity rating to SGL-2 from SGL-1. These rating actions conclude the review for downgrade initiated on September 3, 2015 following the company's announcement that it plans to acquire the Green Giant and Le Sueur branded canned and frozen vegetable business from General Mills, Inc. ("General Mills") for approximately $765 million (subject to an inventory adjustment at close). Moody's expects the acquisition to close in the fourth quarter of 2015 subject to customary closing conditions. B&G's CFR and PDR were downgraded largely based on the high pro forma leverage (roughly 6.0 times debt-to-EBITDA on a Moody's adjusted basis) and lower margins expected to result from the pending debt-funded Green Giant acquisition, as well as potential for significant integration risks. The SGL rating was downgraded primarily because cash balances will be moderate while a healthy portion of the company's revolving credit facility will be used to fund the acquisition. Moody's believes B&G could encounter integration challenges associated with the Green Giant acquisition, as the frozen category represents uncharted territory and the acquisition is the largest ever for B&G. Moreover, the Green Giant business generates lower margins. B&G has historically operated as a relatively asset-lite entity due to its largely co-packer model, but post-close the company will be the owner and operator of Green Giant's Mexican plant, which manufactures frozen goods and employs more than 1,100 workers. In addition, the company's high post-acquisition category concentration in shelf-stable and frozen vegetables will likely result in a weaker overall credit profile as both categories have been under pressure during the last few years due to both competitive factors and shifting consumer preferences toward fresh food. According to Moody's Analyst Brian Silver, "B&G's transformational acquisition of Green Giant will provide enhanced scale and diversification and upside potential for margins and cash flow, but it also comes with a number of potential business risks while weakening the company's credit profile in the near-to-intermediate term." As a result of the downgrade of the CFR and PDR and in accordance with Moody's Loss Given Default model, the incremental secured debt being used to help fund the acquisition causes the company's senior secured and unsecured debt ratings to fall two notches, to Ba3 from Ba1 and to B3 from B1, respectively. The following ratings have been assigned for B&G Foods, Inc.: $500 million principal Senior Secured Term Loan B due 2022 at Ba3 (LGD3) The following ratings have been downgraded for B&G Foods, Inc.: Corporate Family Rating to B1 from Ba3; Probability of Default Rating to B1-PD from Ba3-PD; $300 million principal Senior Secured Term Loan A due 2019 to Ba3 (LGD3) from Ba1 (LGD2); $500 million Senior Secured Revolving Credit Facility maturing 2019 to Ba3 (LGD3) from Ba1 (LGD2); $700 million principal Senior Unsecured Notes due 2021 to B3 (LGD5) from B1 (LGD5); Senior Unsecured Shelf to (P)B3 from (P)B1; Speculative Grade Liquidity Rating to SGL-2 from SGL-1. The outlook has been changed to stable from rating under review RATINGS RATIONALE The B1 CFR reflects B&G's high leverage, increasingly aggressive financial policies, relatively large dividend payments, small but improving scale relative to more highly rated industry peers, an acquisitive growth strategy, and periodic use of leverage to fund acquisitions. Pro forma leverage is currently high but we anticipate some deleveraging to occur during the next twelve to eighteen months driven by both mandatory term loan amortization and EBITDA growth. The rating also incorporates the potential challenges associated with entrance into the frozen arena and the potential for integration risks associated with the Green Giant acquisition. The company's credit profile benefits from its relatively high margins (despite the inclusion of lower margin Green Giant), consistent cash flow generation, a broad product portfolio and a largely successful track record of integrating acquisitions (albeit on a smaller scale than Green Giant). B&G's willingness to dividend a high portion (roughly 50% - 65%) of its cash flows after capital spending is partially mitigated by the consistency of its cash flow generation, low capital spending requirements (due in part to its extensive use of co-packers), and its success in recouping commodity cost increases through timely pricing actions within its niche branded product offerings. The stable outlook is based on Moody's expectation that B&G's leverage will improve but remain elevated during the next twelve to eighteen months. In addition, we expect the company to continue to generate solid cash flow that can be used for debt repayment, including mandatory amortization on its term loan A and B facilities. B&G's ratings could be upgraded if the company is able to integrate Green Giant with minimal challenges, sustain debt-to-EBITDA below 5.0 times even considering a continuation of its acquisition based growth strategy, and improve RCF-to-net debt such that it approaches 10%. Alternatively, the ratings could be downgraded if the company experiences material integration issues with Green Giant, adjusted debt-to-EBITDA is sustained above 6.0 times, if RCF-to-net debt weakens and is sustained below 5%, or if liquidity deteriorates and revolver borrowings increase. B&G Foods ("B&G", NYSE: BGS) based in Parsippany, New Jersey, is a publicly traded manufacturer and distributor of a diverse portfolio of largely branded, shelf-stable food products, many of which have leading regional or national market shares in niche categories. The company also has a small presence in household products. In September 2015 the company announced the acquisition of the Green Giant and Le Sueur brands from General Mills (the "Green Giant" acquisition), hence B&G will also compete in the frozen arena following the close of the acquisition. B&G's brands include Cream of Wheat, Ortega, Maple Grove Farms of Vermont, Polaner, B&M, Las Palmas, Mrs. Dash, Pirate Brands and Bloch & Guggenheimer among others. B&G sells to a diversified customer base including grocery stores, mass merchants, wholesalers, clubs, dollar stores, drug stores, the military and other food service providers. Pro forma for the Mama Mary's and Green Giant acquisitions, B&G generated net sales for the twelve months ended July 4, 2015 of approximately $1.45 billion. BANK OF GEORGIA: Fidelity Bank Assumes All of Bank's Deposits ------------------------------------------------------------- The Bank of Georgia, Peachtree City, Georgia, was closed on Oct. 2, 2015, by the Georgia Department of Banking and Finance, which appointed the Federal Deposit Insurance Corporation (FDIC) as receiver. To protect the depositors, the FDIC entered into a purchase and assumption agreement with Fidelity Bank, Atlanta, Georgia, to assume all of the deposits of The Bank of Georgia. The seven branches of The Bank of Georgia will reopen as branches of Fidelity Bank during their normal business hours. Depositors of The Bank of Georgia will automatically become depositors of Fidelity Bank. Deposits will continue to be insured by the FDIC, so there is no need for customers to change their banking relationship in order to retain their deposit insurance coverage up to applicable limits. Customers of The Bank of Georgia should continue to use their existing branch until they receive notice from Fidelity Bank that it has completed systems changes to allow other Fidelity Bank branches to process their accounts as well. Over the weekend, depositors of The Bank of Georgia were suppose to access their money by writing checks or using ATM or debit cards. Checks drawn on the bank will continue to be processed. Loan customers should continue to make their payments as usual. As of June 30, 2015, The Bank of Georgia had approximately $294.2 million in total assets and $280.7 million in total deposits. Fidelity Bank will pay the FDIC a premium of 3.05 percent to assume all of the deposits of The Bank of Georgia. In addition to assuming all of the deposits of the failed bank, Fidelity Bank agreed to purchase approximately $255.3 million of the failed bank's assets. The FDIC will retain the remaining assets for later disposition. The FDIC estimates that the cost to the Deposit Insurance Fund (DIF) will be $23.2 million. Compared to other alternatives, Fidelity Bank's acquisition was the least costly resolution for the FDIC's DIF. The Bank of Georgia is the seventh FDIC-insured institution to fail in the nation this year, and the second in Georgia. The last FDIC-insured institution closed in the state was Capitol City Bank and Trust Company, Atlanta, on February 13, 2015. Fidelity Bank's Statement The addition of the seven Bank of Georgia branches increases the number of Fidelity Bank branches in the Atlanta area to 47 locations in 14 counties. The branches are located in Peachtree City, Fayetteville, Tyrone, Sharpsburg, Newnan, and Fairburn. Three of the former Bank of Georgia locations were open as normal on Saturday, October 3, and the remaining four locations were open on Monday, October 5. Fidelity Bank assumed both insured and uninsured deposits and, therefore, all The Bank of Georgia depositor accounts will be honored. The Bank of Georgia customers will continue to be able to conduct banking business including using their Bank of Georgia checks and ATM and debit cards. All checks will be processed as usual, and customers can continue using their Bank of Georgia checks. Customers may also use any Fidelity Bank ATM free of charge. Chairman James B. Miller, Jr. said: "This transaction consolidates Fidelity's position in a dynamic part of the Atlanta area and makes Fidelity Bank's broad array of products and services, including free checking, more widely available." Fidelity Southern Corporation, through its operating subsidiaries Fidelity Bank and LionMark Insurance Company, provides banking, trust and wealth management services, and credit-related insurance products through branches in Georgia and Florida, and an insurance office in Atlanta, Georgia. SBA, indirect automobile, and mortgage loans are provided throughout the South. BERNARD L. MADOFF: Kingate Defends Appeal Bid in Clawback Suit -------------------------------------------------------------- Jonathan Randles at Bankruptcy Law360 reported that Bernard Madoff feeder fund Kingate Management Ltd. on Sept. 30, 2015, defended its bid for a quick appeal of a New York bankruptcy judge's ruling that kept intact most of an $825 million clawback suit against the fund, saying protracted litigation will drain potential recoveries for Kingate's innocent investors. Kingate's liquidators are challenging a lawsuit brought by Irving Picard, the bankruptcy trustee winding down Bernard L. Madoff Investment Securities LLC, that demands the return of millions in proceeds. The firm is seeking leave to appeal an August decision. As reported in the Troubled Company Reporter on Sept. 29, 2015, Carmen Germaine at Bankruptcy Law360 said Mr. Picard urged a New York bankruptcy judge on Sept. 23, 2015, not to allow feeder fund manager Kingate Management Ltd. to appeal a decision finding it must face most of the $825 million clawback suit. Kingate's liquidators have requested leave to appeal an August decision by U.S. Bankruptcy Judge Stuart Bernstein largely denying their motion to dismiss Picard's suit. The suit demands the return of $825 million in Ponzi scheme proceeds that Kingate withdrew in the six years before Madoff's scheme unraveled. About Bernard L. Madoff Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff orchestrated the largest Ponzi scheme in history, with losses topping US$50 billion. On Dec. 15, 2008, the Honorable Louis A. Stanton of the U.S. District Court for the Southern District of New York granted the application of the Securities Investor Protection Corporation for a decree adjudicating that the customers of BLMIS are in need of the protection afforded by the Securities Investor Protection Act of 1970. The District Court's Protective Order (i) appointed Irving H. Picard, Esq., as trustee for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP as his counsel, and (iii) removed the SIPA Liquidation proceeding to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789) (Lifland, J.). Mr. Picard has retained AlixPartners LLP as claims agent. On April 13, 2009, former BLMIS clients filed an involuntary Chapter 7 bankruptcy petition against Bernard Madoff (Bankr. S.D.N.Y. 09-11893). The petitioning creditors -- Blumenthal & Associates Florida General Partnership, Martin Rappaport Charitable Remainder Unitrust, Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert US$64 million in claims against Mr. Madoff based on the balances contained in the last statements they got from BLMIS. On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff Securities International Limited in London under bankruptcy protection pursuant to Chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. 09-16751). The Chapter 15 case was later transferred to Manhattan. In June 2009, Judge Lifland approved the consolidation of the Madoff SIPA proceedings and the bankruptcy case. Judge Denny Chin of the U.S. District Court for the Southern District of New York on June 29, 2009, sentenced Mr. Madoff to 150 years of life imprisonment for defrauding investors in United States v. Madoff, No. 09-CR-213 (S.D.N.Y.). From recoveries in lawsuits coupled with money advanced by SIPC, Mr. Picard has commenced distributions to victims. As of the end of May 2015, the SIPA Trustee has recovered more than $10.699 billion and has distributed approximately $7.576 billion. When additional settlements awaiting distribution are taken into account, the recovery in the Madoff liquidation proceeding totals $10.734 billion. BFC MANAGEMENT: Settlement in Exotic Dancers' FLSA Suit Approved ---------------------------------------------------------------- Judge Sean F. Cox of the United States District Court for the Eastern District of Michigan, Southern Division, approved the Settlement Agreement proposed by the parties in the case captioned Jane Does 1-25, Plaintiffs, v. Lahkman Younis Al-Hakim, et al., Defendants, CASE NO. 15-11307 (E.D. Mich.). On April 8, 2015, a wage-and-hour case was filed by current and/or former exotic dancers at the Ace of Spades club in Detroit, Michigan, alleging that the defendants failed to pay them minimum and overtime wages as required pursuant to the Fair Labor Standards Act (FLSA) and the Workforce Opportunity Wage Act. The plaintiffs argued that the defendants BFC Realty, LLC, and Lahkman Younis Al-Hakim, who own the building and land upon which the Ace of Spades club operated, were "employers" within the meaning of the FLSA, and thus, liable to them for unpaid wages. On or about August 11, 2015, the parties notified the court that they have reached a resolution of all of the plaintiffs' claims, as well as an agreement as to the amount of attorney's fees and costs to be awarded to the plaintiffs' counsel. Judge Cox held that the proposed settlement agreement is a fair and reasonable resolution to the parties' bona fide dispute. The judge also concluded that the attorney's fees and costs award is reasonable. A full-text copy of Judge Cox's September 1, 2015 opinion and order is available at http://is.gd/puZkHFfrom Leagle.com. Jane Does 1-25 is represented by: Deborah L. Gordon, Esq. John A.E. Pottow, Esq. UNIVERSITY OF MICHIGAN LAW SCHOOL -- and -- Sarah Prescott, Esq. DEBORAH L. GORDON ASSOC. Lahkman Younis Al-Hakim and BFC Realty, LLC are represented by: Lisa C. Ward, Esq. Nicole J. Schmidtke, Esq. LAW OFFICES OF LISA S. WARD, PLLC -- and -- Stuart A. Gold, Esq. GOLD, LANGE Josephine Marie Mistretta, Kino Kareem Gardner, Joseph Masoad Sesi, Jaffrey Sesi, and Brandon Gilliam are represented by: Lisa C. Ward, Esq. Nicole J. Schmidtke, Esq. LAW OFFICES OF LISA C. WARD, PLLC About BFC Management BFC Management Company, based in Detroit, Michigan, filed for Chapter 11 bankruptcy (Bankr. E.D. Mich. Case No. 14-55862) on October 9, 2014. Bankruptcy Judge Mark A. Randon presides over the case. Mark H. Shapiro, Esq., at Steinberg Shapiro & Clark, serves as counsel to the Debtor. In its petition, BFC estimated $500,000 to $1 million in assets, and $1 million to $10 million in liabilities. The petition was signed by Masoud Sesi, president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/mieb14-55862.pdf BLACK ELK: Has Interim Authority to Use Cash Collateral ------------------------------------------------------- Judge Marvin Isgur of the United States Bankruptcy Court for the Southern District of Texas, Houston Division, gave Black Elk Energy Offshore Operations, LLC, interim authority to use cash collateral. The authority to use cash collateral is for a limited period of time and only for lease operating expenses, hourly payroll, salary payroll, benefits expense, rent and lease, and utilities. The Debtor told the court that it requires the use of funds on hand and funds to be received in connection with its operations in order to continue operations and allow for a successful reorganization and/or sale of its assets. As adequate protection for the use of Cash Collateral, the Debtor proposed to grant the Trustee and the Consenting Noteholders replacement liens to the same extent, validity, and priority as those creditors held prior to the petition date. The authorized the Debtor to spend up to $95,000 as a partial retainer to Blackhill Partners LLC and to continue to utilize its Capital One DIP Operating Account. The Court also directed Liberty Mutual Insurance Company to release $600,000 from its collateral to the Debtor by wire transfer at the earliest practicable time. Moreover, the court ordered that the entities who have an interest in the cash collateral that is authorized to be spent under the Order are granted adequate protection for any diminishment in the value of their collateral. Creditors and parties of interest, including Marubeni Oil & Gas(USA),Inc.; The Grand Ltd., Gulf Offshore Logistics, LLC, Ryan Marine Services, Inc. and Laredo Construction Inc.; JAB Energy Solutions, L.L.C.; Merit Energy Company, LLC; and EXLP Operating, LLC, objected to the Debtor's cash collateral use request. Marubeni said it does not object to any proposed payment of the Debtor's employees and third-party companies providing postpetion services but it does object for among other reasons: (a) the motion lacks sufficient, detailed information upon which creditors and parties-in-interest can make a decision whether the relief requested in the motion is warranted; (b) the motion is far too broad and over-reaching; (c) the budget does not provide or adequately address the P&A obligations that are part and parcel of prudent and proper operations. Grand Ltd., et al., said they do not object per se to the Debtor's use of cash collateral, but object to the overreach of the Debtor's alleged secured lenders manifest in the proposed "Stipulations" and "Adequate Protections." The Petitioning Creditors object to, among other things: (i) the granting of the Adequate Protection Liens in all rights, claims and cause of action; (ii) the payment of the Noteholders' fees, costs, and expenses, in particular without notice and the opportunity to object, and (iii) the 60-day Challenge Deadline. The proposed adequate protections represent a blatant overreach on the part of the Noteholders and should not be permitted, the Petitioning Creditors added. JAB complained, among other things, that the Motion fails to provide adequate disclosure regarding the nature of funds held at Capital One Bank and specifically fails to distinguish between escrow funds for plugging and abandonment operations versus other funds that the Debtor seeks to use. Merit asked the Court to deny the Debtor's motion because the nature of the emergency is that Island Operating Company allegedly needs to be paid because Black Elk has ongoing plugging and abandonment operations. EXLP complained that the proposed motion fails to provide sufficient adequate protection for the holders of mineral liens and mineral subcontractor liens. Marubeni Oil & Gas(USA),Inc is represented by: Robin B. Cheatham, Esq. Scott R. Cheatham, Esq. ADAMS AND REESE LLP 4500 One Shell Square New Orleans, Louisiana 70139 Tel: (504) 581-3234 Fax: (504) 566-0210 Email: robin.cheatham@arlaw.com scott.cheatham@arlaw.com The Petitioning Creditors are represented by: Matthew S. Okin, Esq. Brian D. Roman, Esq. David L. Curry, Jr., Esq. OKIN & ADAMS LLP 1113 Vine St. Suite 201 Houston, Texas 77002 Tel: (713) 228-4100 Fax: (888) 865-2118 Email: mokin@okinadams.com broman@okinadams.com dcurry@okinadams.com Jab Energy Solutions, L.L.C. is represented by: Kenneth Green, Esq. Carolyn Carollo, Esq. SNOW SPENCE GREEN LLP 2929 Allen Parkway, Suite 2800 Houston, Texas 77019 Tel: (713) 335-4800 Fax: (713) 335-4848 Email: kgreen@snowspencelaw.com carolyncarollo@snowspencelaw.com Merit Energy Co., LLC et al. is represented by: Philip G. Eisenberg, Esq. Steven W. Golden, Esq. LOCKE LORD LLP 600 Travis Street, Suite 2800 Houston, TX 77002 Tel: (713) 226-1200 Fax: (713) 223-3717 E-mail: peisenberg@lockelord.com steven.golden@lockelord.com EXLP Operating, LLC is represented by: Kevin M. Maraist, Esq. ANDERSON, LEHRMAN, BARRE & MARAIST, LLP Gaslight Square 1001 Third Street, Ste. 1 Corpus Christi, Texas 78404 Tel: (361) 884-4981 Fax: (361) 884-1286 Email: kmaraist@albmlaw.com Black Elk Energy Offshore Operations, LLC is an independent oil and gas company headquartered in Houston, Texas. The Company filed for Chapter 11 protection (Bankr. S.D. Tex. Case No. 15-34287) on Sept. 10, 2015. The petition was signed by Jeff Jones, chief restructuring officer. The Hon. Marvin Isgur presides over the case. Elizabeth A Green, Esq., and Pamela Gale Johnson, Esq., at Baker & Hostetler LLP represent the Debtor in its restructuring effort. In its Voluntary Petition dated Sept. 10, 2015, the Debtor estimated assets at $50,000 to $100,000 and debts at $100,000 to $500,000. BOBBIE MARTIN: Debt Discharged Despite Misrepresentation on Loan ---------------------------------------------------------------- Diane Davis, writing for Bloomberg News, reported that a debtor can discharge his debt to plaintiff Country Credit, LLC, in bankruptcy despite failing to disclose the number of dependents and the amount of child support obligations he was paying when he applied for the loan or completed loan documents, a district court in Mississippi held Sept. 24. According to the report, Judge Carlton W. Reeves of the U.S. District Court for the Southern District of Mississippi agreed with the bankruptcy court that debtor Bobbie J. Martin's debt was dischargeable. Plaintiff Country Credit argued that the bankruptcy court failed to use "applicable contract-construction rules" when interpreting "dependent" outside of its ordinary meaning, the report said. BUCKTAIL MEDICAL: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: The Bucktail Medical Center dba Bucktail Medical Center 1001 Pine Street Renovo, PA 17764 Case No.: 15-04297 Nature of Business: Health Care Chapter 11 Petition Date: October 2, 2015 Court: United States Bankruptcy Court Middle District of Pennsylvania (Williamsport) Judge: Hon. John J Thomas Debtor's Counsel: Kevin Joseph Petak, Esq. SPENCE, CUSTER, SAYLOR, WOLFE & ROSE, LLC 216 Franklin St., Suite 400 P.O. Box 280 Johnstown, PA 15907 Tel: 814-536-0735 Email: kpetak@spencecuster.com - and - James R. Walsh, Esq. SPENCE, CUSTER, SAYLOR, WOLFE & ROSE, LLC PO Box 280 Johnstown, PA 15907 Tel: 814 536-0735 Fax: 814 539-1423 Email: jwalsh@spencecuster.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Timothy Reeves, CEO. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/pamb15-04297.pdf BULLIONDIRECT INC: Claims Bar Date Extended to Jan. 25 ------------------------------------------------------ The Hon. Tony M. Davis of the U.S. Bankruptcy Court for the Western District of Texas extended until Jan. 25, 2016, the deadline for creditors to file proofs of claim against BullionDirect, Inc. As reported in the Troubled Company Reporter on Sept. 3, 2015, the Court previously set Nov. 23, 2015, as the deadline for filing proofs of claim. According to the Debtor, it filed schedules and the statement of financial affairs on Aug. 12, 2015, but the information available to Debtor has been incomplete and, therefore, unreliable for many purposes, including the listing of potential claims against BDI arising from transactions at the website (at which virtually all business was transacted). In this relation, the Debtor's counsel and the attorney for the U. S. Trustee have been exploring a process for resolving the issue of the ownership of all of the metals held in the name of BDI. About BullionDirect BullionDirect, Inc. filed a Chapter 11 bankruptcy petition (Bankr. W.D. Tex. Case No. 15-10940) on July 20, 2015. Dan Bensimon signed the petition as president. The Debtor disclosed total assets of $48,107 and total liabilities of $16,955,330 as of the Chapter 11 filing. Joseph D. Martinec, Esq., at Martinec, Winn & Vickers, P.C., represents the Debtor as counsel. Judge Tony M. Davis presides over the case. BullionDirect Inc. disclosed total assets of $486,107 plus an unknown amount and total liabilities of $24,247,546 as of the Chapter 11 filing. The U.S. Trustee for Region 7 appointed creditors to serve on an official committee of unsecured creditors. The Committee tapped to retain Dykema Cox Smith as its counsel. BULLIONDIRECT INC: Martinec Winn Approved as Bankruptcy Counsel --------------------------------------------------------------- The Hon. Tony M. Davis of the U.S. Bankruptcy Court for the Western District of Texas signed off an agreed order approving the employment of Martinec, Winn & Vickers, P.C., as counsel for BullionDirect, Inc. Judge Davis ordered that the Debtor is authorized to: -- draw down on the retainer or funds for professional fees made available under any approved cash collateral order monthly, after 15 day negative notice to the Debtor, the U.S. Trustee, the top 20 unsecured creditors or any unsecured creditor committee, and any cash collateral creditor, in an amount not to exceed 100% of the expenses and 80% of the fees for services rendered that month; and -- replenish the retainer from operations or otherwise during the course of representation provided that Debtor is current on U.S. Trustee fees or any other postpetition administrative expenses, unless the fees or expenses are subject to a bona fide dispute. As reported by The Troubled Company Reporter on Aug. 7, 2015, Martinec Winn is expected to: (a) counsel with the Debtor concerning the conduct of a bankruptcy case, preparation of the schedules, statement of affairs, Chapter 11 Disclosure Statement and Plan, and all other documents needed to conduct the case; (b) attend with the Debtor at the Section 341 meeting and the confirmation hearing in the case; (c) confer and negotiate with the creditors in the case, especially with secured creditors concerning the issues of value of collateral, adequate protection, curing defaults, and other matters; (d) draft and file any needed amendments to the Disclosure Statement and Plan, objections to the Disclosure Statement and Plan, objections to claims, motions to sell or buy property, motions to approve post petition financing, motions for orders approving the use of cash collateral, and other matters necessary to complete the Plan successfully; (e) represent the Debtor in connection with any motions to lift stay or adequate protection motions during the case; (f) counsel the Debtor as needed throughout the course of the Case; (g) perform other matters as may be agreed upon by Debtor which are related to business operations that may occur during the Plan process, including collection matters and litigation in federal and state court as may be required to enforce claims. Martinec Winn will be paid at these hourly rates: Joseph D. Martinec $450 Ed Winn $350 Lee Vickers $350 Paralegals $100 Law Clerks $35 Administration $20 Martinec Winn will also be reimbursed for reasonable out-of-pocket expenses incurred. Martinec Winn received a replenishable evergreen retainer of $20,020. Joseph D. Martinec, partner of Martinec Winn, 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 BullionDirect BullionDirect, Inc. filed a Chapter 11 bankruptcy petition (Bankr. W.D. Tex. Case No. 15-10940) on July 20, 2015. Dan Bensimon signed the petition as president. The Debtor disclosed total assets of $48,107 and total liabilities of $16,955,330 as of the Chapter 11 filing. Joseph D. Martinec, Esq., at Martinec, Winn & Vickers, P.C., represents the Debtor as counsel. Judge Tony M. Davis presides over the case. BullionDirect Inc. disclosed total assets of $486,107 plus an unknown amount and total liabilities of $24,247,546 as of the Chapter 11 filing. The U.S. Trustee for Region 7 appointed creditors to serve on an official committee of unsecured creditors. The Committee tapped to retain Dykema Cox Smith as its counsel. CALTEX WATER: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: CalTex Water, LLC 3310 S. Fulton Ave. Odessa, TX 79766 Case No.: 15-70129 Chapter 11 Petition Date: October 2, 2015 Court: United States Bankruptcy Court Western District of Texas (Midland) Judge: Hon. Ronald B. King Debtor's Counsel: James Samuel Wilkins, Esq. WILLIS & WILKINS, LLP 711 Navarro St Suite 711 San Antonio, TX 78205 Tel: 210-271-9212 Fax: 210-271-9389 Email: jwilkins@stic.net Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Brian T. Burris, president of Candescent Servics, LLC (100% owner of Debtor). A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/txwb15-70129.pdf CAMPERWORLD BUSINESS: Court Confirms Joint Plan of Reorganization ----------------------------------------------------------------- Judge William T. Thurman of the United States Bankruptcy Court for the District of Utah, Central Division, confirmed the proposed joint plan of reorganization proposed by Camperworld Business Trust and the Official Committee of Unsecured Creditors. A confirmation hearing was held on September 1, 2015, to consider confirmation of the Plan of Reorganization and the Joint Motion for Entry of Order Approving Modifications to the Plan of Reorganization. Judge Thurman held that the Plan will be confirmed upon finding that the Plan complies with, and the Debtor has satisfied, all applicable confirmation requirements. The judge also held that the proposed modifications to the Plan do not adversely change treatment of the creditors' claims, and will be granted without further notice of opportunity for hearing. The case is In re: CAMPERWORLD BUSINESS TRUST, Chapter 11, Debtor, BANKRUPTCY NO. 15-20383 (Bankr. D. Utah). A full-text copy of Judge Thurman's September 1, 2015, findings and conclusions is available at http://is.gd/wOSJ8kfrom Leagle.com. Camperworld Business Trust is represented by: Matthew M. Boley, Esq. Benjamin J. Kotter, Esq. COHNE KINGHORN, P.C. 111 E. Broadway Eleventh Floor Salt Lake City, UT 84111 Tel: (801) 363-4300 Fax: (801) 363-4378 Email: mboley@cohnekinghorn.com bkotter@cohnekinghorn.com -- and -- David T Berry, Esq. BERRY AND TRIPP 1150 South Bluff St. Saint George, UT 84770 Tel: (435) 674-1200 United States Trustee is represented by: Laurie A. Cayton, Esq. Peter J. Kuhn, Esq. US Trustees Office 405 South Main Street, Suite 300 Salt Lake City, Utah 84111 Tel: (801) 524-5734 Fax: (801) 524-5628 Midvale, Utah-based Camperworld Business Trust sought protection under Chapter 11 of the Bankruptcy Code on Jan. 20, 2015 (Bankr. D. Utah, Case No. 15-20383). The Debtor's counsel is Matthew M. Boley, Esq., at Parsons Kinghorn Harris, PC, in Salt Lake City, Utah. The Debtor had assets ranging from $1 million to $10 million and liabilities ranging from $1 million to $10 million. The petition was signed by Diane Williams, president of Camperworld Utah, Inc., as trustee. CITY SPORTS: Case Summary & 30 Largest Unsecured Creditors ---------------------------------------------------------- Debtor affiliates filing separate Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- City Sports, Inc. 15-12054 77 N. Washington Street Boston, MA 02114 City Sports-DC, LLC 15-12056 77 N. Washington Street Boston, MA 02114 Type of Business: The Company is a Boston-based specialty sports retailer that offers performance footwear, athletic apparel, and equipment from leading brands as well as the Company's own "CS by City Sports" line for running, fitness, swimming, cycling, tennis, yoga and team sports. Chapter 11 Petition Date: October 5, 2015 Court: United States Bankruptcy Court District of Delaware (Delaware) Debtors' Counsel: Kaitlin MacKenzie Edelman, Esq. DLA PIPER LLP (US) 1201 N. Market St., Suite 2100 Wilmington, DE 19801 Tel: 302-468-5700 Fax: 302-394-2341 Email: kaitlin.edelman@dlapiper.com Debtors' FTI CONSULTING, INC. Financial and Restructuring Advisor: Estimated Estimated Assets Liabilities ----------- ----------- City Sports, Inc. $10MM-$50MM $10MM-$50MM City Sports-DC, LLC $0-$50,000 $0-$50,000 The petition was signed by Andrew W. Almquist, senior vice president - chief financial officer. Consolidated List of Debtors' 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Nike USA, Inc. Trade $1,267,231 Attn: Karen Lord One Bowerman Dr Beaverton, OR 97005 Under Armour Performance App. Trade $1,036,531 Attn: Ashley Robinson PO Box 791022 Baltimore, MD 21279 Asics America Corporation Trade $1,030,773 Attn: Craig Lindsey 16275 Laguna Canyon Rd Irvine, CA 92618 Patagonia, Inc. Trade $1,009,202 Attn: Jeff Tedmori PO Box 51352 Los Angeles, CA 90051 The North Face Trade $968,300 Attn: Carrie Samson 2013 Farallon Dr. San Leandro, CA 94577 Brooks Sports Inc. Trade $605,095 Attn: Tracy White 19820 North Creek Pkwy, Suite 2000 Bothell, WA 98011 adidas America, Inc. Trade $482,790 Attn: Lynne Seahey P.O. Box 100384 Atlanta, GA 30384 New Balance Trade $438,732 Attn: Linda Corbin Brighton Landing 20 Guest Street Boston, MA 02135 Encore Construction, Inc. Trade $286,921 Attn: Joh Klakamp 2014 Renard Court Suite J Annapolis, MD 21401 Les Etoiles Trade $286,361 Attn: Betty Lam 2633 Kaslo Street Vancouver, BC V5M 3G9 Canada Saucony Inc. Trade $252,349 Attn: Christopher Tosches c/o Wolverine Worldwide 25759 Network Place Chicago, IL 607673 50 Broadway Realty Corp. Rent $218,745 ChillyBear Trade $174,090 Warnaco Swimwear, Inc. Trade $162,687 Moving Comfort Trade $162,507 Mizuno Sports, Inc. Trade $162,405 Go Pro, Inc. Trade $160,410 Wynit Distribution LLC Trade $136,869 Converse Trade $134,178 Wilson Sporting Good Company Trade $130,389 Reebok Trade $124,928 Chestnut Hill Shopping Center Rent $124,463 TYR Sport Inc. Trade $121,438 Babolat Trade $117,433 Centre Manhassat, LLC Rent $93,654 Federal Real Estate Investment Trust Rent $87,389 Smith Optics Trade $86,855 Nathan Sports Trade $83,084 GO Fit Trade $77,504 Alternative Apparel Trade $72,129 CITY SPORTS: Files for Chapter 11 Bankruptcy in Delaware -------------------------------------------------------- City Sports, Inc. and City Sports-DC, LLC, filed for Chapter 11 bankruptcy protection with the intention of either conducting a sale of some or substantially all of their assets as a going concern or proceeding towards an orderly wind down and liquidation of some or all of their assets. The filing, made in the U.S. Bankruptcy Court for the District of Delaware, cites extreme competition from Nike, Asics and Under Armour as one of the causes of the Company's declining revenue and profitability. The struggling national economy and record setting weather in the Northeast also impacted the sale of various types of athletic apparel, according to Court documents. The Company operates 26 retail stores in metropolitan locations in Massachusetts, Rhode Island, New York, Pennsylvania, Maryland, New Jersey, and Vermont, as well as Washington D.C. As of the Petition Date, the specialty sports retailer had $38.6 million in assets and $39.6 million in total liabilities. The Debtors' revenue for 2015 through the Petition Date is approximately $45 million, according to the bankruptcy filing. Andrew W. Almquist, senior vice president and chief financial officer of City Sports, said the Company, with the assistance of its advisor FTI Consulting, Inc. took initiatives to improve its performance and value. These include the reduction of store labor and the reduction of store operating hours. The Company has also lowered freight costs by cutting the number of deliveries in three of its stores to once a week. Prior to the Petition Date, the Company and its advisors have proceeded on a dual track of (i) reaching out to liquidators to conduct store closing sales for approximately six to eight underperforming stores, and (ii) contacting parties who may be interested in purchasing the remaining assets and stores as a going concern, or if no such sale occurs, to conduct an orderly liquidation of the Debtors' assets. To this end, the Company entered into a consulting agreement, dated Oct. 3, 2015, with Tiger Capital Group, LLC, to provide inventory consulting and fixture disposition services for eight stores for a flat fee of $25,000 plus expenses. The Debtors intend to continue to comply with its obligations under the Agreement with Tiger and seek approval of the assumption of that agreement. For the remaining 18 stores, the Company said it continues to negotiate with parties that have already expressed an interest in acquiring a portion or substantially all of the Debtors' assets. The Debtors intend to also file a motion to approve bid procedures and sale motion to pursue the sale of the remaining 18 stores as a going concern. Concurrently with the commencement of the Chapter 11 cases, the Debtors have filed a number of first day motions to minimize the adverse effects of the Chapter 11 Cases on their businesses during the pendency of the bankruptcy. The Debtors are seeking authority to use existing cash management system, pay employee compensation, prohibit utility providers from discontinuing services, pay shipping charges, engage in certain marketing and sales practices, and use cash collateral. The Debtors have hired DLA Piper LLP (US) as counsel, FTI Consulting, Inc. as financial and restructuring advisor and Rust Consulting/Omni Bankruptcy as claims and noticing agent. Nike USA, Inc., Under Armour Performance and Asics America Corporation are among the Debtors' largest unsecured creditors. The Debtors are borrowers under the First Amended and Restated Credit Agreement, dated as of July 28, 2011, with Wells Fargo Bank, National Association, as a lender and as agent for the lenders. As of the Petition Date, approximately $12.15 million is outstanding under the Revolver and approximately $1.9 million is outstanding on the Term Loan. COCHRAN COACHWORKS: Case Summary & 2 Top Unsecured Creditors ------------------------------------------------------------ Debtor: Cochran Coachworks, Inc. 514 Courtney Hodges Blvd Perry, GA 31069 Case No.: 15-52316 Nature of Business: Auto Body Repair Chapter 11 Petition Date: October 2, 2015 Court: United States Bankruptcy Court Middle District of Georgia (Macon) Debtor's Counsel: Calvin L. Jackson, Esq. CALVIN L. JACKSON, P.C. 1259 Russell Parkway, Suite T Warner Robins, GA 31088 Tel: 478-923-9611 Fax: 478-923-1795 Email: cljpc@mgacoxmail.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $500,000 to $1 million The petition was signed by William J. Cochran, CEO. A list of the Debtor's two largest unsecured creditors is available for free at http://bankrupt.com/misc/gamb15-52316.pdf CONCORDIA HEALTHCARE: Moody's Cuts Corporate Family Rating to B3 ---------------------------------------------------------------- Moody's Investors Service downgraded the ratings of Concordia Healthcare Corp. in conjunction with its pending acquisition of Amdipharm Mercury Limited (affiliate of Amdipharm Mercury Debtco Ltd, rated B3). Moody's downgraded the Corporate Family Rating to B3 from B2, the Probability of Default Rating to B3-PD from B2-PD, the senior secured rating to B1 from Ba2 and the senior unsecured rating to Caa2 from B3. Moody's also affirmed the SGL-2 Speculative Grade Liquidity Rating. The rating outlook is stable. This concludes the rating review that was initiated on September 9, 2015. The downgrade reflects the significant increase in financial leverage being taken on to fund the acquisition of Amdipharm. Ratings Downgraded: Corporate Family Rating, to B3 from B2 Probability of Default Rating, to B3-PD from B2-PD $735 million senior unsecured notes due 2023, to Caa2 (LGD5) from B3 (LGD5) Ratings Assigned: $200 million senior secured revolving facility expiring 2020 at B1 (LGD2) $1.1 billion senior secured term loan B due 2022 at B1 (LGD2) GBP500 senior secured term loan B due 2022 at B1 (LGD2) $950 million senior unsecured notes due 2023 at Caa2 (LGD5) Ratings downgraded and to be withdrawn at the close of the transaction: $125 million senior secured revolving facility expiring 2020 to B1 (LGD2) from Ba2 (LGD2) $575 million senior secured term loan B due 2022 to B1 (LGD2) from Ba2 (LGD2) Ratings affirmed: Speculative Grade Liquidity Rating at SGL-2 The outlook is stable RATINGS RATIONALE The B3 Corporate Family Rating of Concordia reflects its very high financial leverage. Moody's estimates adjusted debt to EBITDA will rise to around 7.5x pro forma for the acquisition of Amdipharm. The rating also reflects the company's limited operating history, having only begun operations in May 2013 and having only completed the transformational acquisition of the Covis Pharma assets in April 2015. The rapid pace of acquisitions also increases integration risk and makes analysis of fundamental operating performance challenging. Further, Moody's anticipates the company will continue to be acquisitive as natural volume declines in Concordia's portfolio of brands and its limited internal R&D pipeline will require continued acquisitions to sustain longer-term growth. The rating is supported by the company's high profit margins, low cash taxes and low capital expenditures which will result in high conversion of revenue into free cash flow. The B3 is also supported by the good diversity of Concordia following the Amdipharm acquisition. Following the acquisition, Concordia's largest product will account for less than 10% of revenue and the company will generate more than half of its revenue outside the US. The rating outlook is stable, reflecting Moody's expectation that the company will generate good free cash flow but that leverage will remain elevated as cash flow over the next 12-18 months will be deployed largely toward contingent consideration payments (related to past acquisitions) and new acquisition opportunities. The ratings could be upgraded if Concordia successfully integrates recent acquisitions, the company demonstrates a track record of business execution, organic revenue growth and stable cash generation. The ratings could be upgraded if Moody's expects debt to EBITDA to be sustained below 6.0x. The ratings could be downgraded if Moody's expects leverage to increase from current levels or free cash flow is expected to be less than 1% of debt. Weakened liquidity and/or rising payor and government scrutiny on rising drug prices that could put Concordia's business model at risk could also lead to a downgrade. Concordia is a pharmaceutical company focused on legacy products (i.e., those that have already substantially declined due to generic competition). Concordia is publicly listed on the Toronto Stock Exchange and on the NASDAQ. We estimate annualized revenue of Concordia following the Amdipharm acquisition of over $800 million. CONNECTICUT: Has Huge Pension Problem ------------------------------------- Aaron Kuriloff and Timothy W. Martin, writing for The Wall Street Journal, reported that Connecticut, the state with the richest population, has roughly half of what it needs to pay future retirement benefits for its workers, meaning the home to scores of hedge funds and some of the country's wealthiest towns is wrestling with financial distress rivaling that of Kentucky or Illinois. According to the report, some investors concerned about the size of Connecticut's pension hole are backing away from bonds issued by the Constitution State or demanding bigger rewards to hold them. Investors in some Connecticut state bonds now get a premium of about half a percentage point above benchmark bonds from other states, up from 0.28 percentage point a year ago, the Journal said, citing Thomson Reuters Municipal Market Data. Only four other U.S. states are now priced as riskier bets, the Journal pointed out. Still, some in the state say Connecticut's affluence is making it difficult to overcome complacency about fiscal problems, the Journal related. Yields on the state's debt would be even higher and budget problems would be worse if not for a deep pool of wealthy in-state investors willing to gobble up Connecticut's tax-deductible debt, according to analysts, the Journal further related. CUMULUS MEDIA: Appoints Mary Berner Chief Executive Officer ----------------------------------------------------------- The board of directors of Cumulus Media Inc. announced that Mary G. Berner has been named chief executive officer of the company, effective Oct. 13, 2015. Ms. Berner, a seasoned media business operator, joined the Cumulus board this past May. She will succeed Lew Dickey, the company's founder and CEO, who has decided to serve as vice chairman and continue as a director of the company. Ms. Berner most recently served as president and chief executive officer of MPA - The Association of Magazine Media, the industry association for magazine media companies. From 2007-2011, she was chief executive officer of Reader's Digest Association and, before that, chief executive officer of Fairchild Publications. During the course of her highly successful career, she has led some of the world's best known brands and content platforms, including: Glamour, TV Guide, W, Women's Wear Daily, Every Day with Rachael Ray and Allrecipes.com. Jeffrey Marcus, Chairman of the Board of Cumulus Media, Inc. and a Partner at Crestview Partners, which manages funds that beneficially own approximately 27% of Cumulus' outstanding stock, said, "We are delighted that Mary has agreed to serve as our new CEO. Mary is a proven executive, with over 30 years of experience in media driving results in multi-platform advertising and content driven businesses. Not only has she successfully built and transformed some of the best-known consumer and b2b media brands and companies in the world, she has demonstrated an ability to turn around a company's performance and build value for shareholders." "Under Lew Dickey's leadership, the Cumulus team has built a formidable national and local footprint, becoming the second largest operator of radio stations in the country, with more than 460 stations across 90 markets, approximately 8,500 broadcast radio affiliates and numerous digital channels serving over 225 million listeners nationwide. However, maximizing the value of these assets requires making them work together effectively and efficiently. At a time when the media landscape continues to undergo seismic transformation, Cumulus needs a broad based media operator who can leverage its outstanding resources - from its core strength in radio to its growing presence in digital, experiential and other emerging platforms - and capitalize on the industry's strong fundamentals. The board has had the benefit of seeing Mary in action and is fully confident that she is the right leader for Cumulus," Mr. Marcus added. Ms. Berner said, "I am honored to have been asked to lead Cumulus Media and am eager to work with the board and the company's talented teams to implement Lew's vision of building the next generation multi-platform media company. As the director who led the Operations Review Task Force established by the board, I have insight into the issues that Cumulus faces, but I also know the operational leverage that can be generated by first focusing on execution. Radio is a powerful and unique medium - the number one mass reach medium in the U.S. - and Cumulus possesses all of the elements to be one of the industry's winners. I look forward to bringing a renewed focus on operating excellence at all levels and in all functions to help Cumulus realize its potential and generate improved financial performance and increased value for shareholders." Lew Dickey, president and chief executive officer of Cumulus said, "When I founded Cumulus in 1997, my goal was to create the nationwide platform we have today, with 460 stations in 90 cities, the industry's most important network, and unique original content, such as NASH. After serving the company day-to-day for almost 19 years, and the last 16 as CEO, now is right time for me to transition from CEO to Vice Chairman. I look forward to working with my fellow board members to support our new CEO." On Sept. 29, 2015, the Company entered into an employment agreement with Ms. Berner. The agreement has an initial term of three years and contains a provision for automatic extensions of one-year periods thereafter, unless terminated in advance by either party in accordance with the terms of the agreement. Pursuant to the agreement, Ms. Berner is entitled to receive an annual base salary of $1,450,000, effective as of the commencement of Ms. Berner's employment, and subject to increase from time to time by the Board. Ms. Berner will also receive a one-time, cash lump sum signing bonus of $1,000,000 from the Company, which will be paid within 30 days following the commencement of Ms. Berner's employment. As of Sept. 29, 2015, Mr. John Dickey no longer served as the Company's executive vice president of Content and Programming. Mr. John Dickey will receive the benefits set forth in Section 6(c) of the Employment Agreement dated as of Nov. 29, 2011, as amended by the First Amendment to Employment Agreement dated as of Sept. 4, 2014, between the Company and Mr. John Dickey. In addition, Mr. John Dickey will receive a cash payment from the Company of $10,000. About Cumulus Media Cumulus Media Inc. (CMLS) combines high-quality local programming with iconic, nationally syndicated media, sports and entertainment brands in order to deliver premium choices for listeners, provide substantial reach for advertisers and create opportunities for shareholders. As the largest pure-play radio broadcaster in the United States, Cumulus provides exclusive content that is fully distributed through approximately 460 owned-and-operated stations in 90 U.S. media markets (including eight of the top 10), more than 10,000 broadcast radio affiliates and numerous digital channels. Cumulus is well-positioned in the widening digital audio space through a significant stake in the Rdio digital music service, featuring 30 million songs on-demand in addition to custom playlists and exclusive curated channels. Cumulus is also the leading provider of country music and lifestyle content through its NASH brand, which will serve country fans through radio programming, NASH magazine, concerts, licensed products and television/video. For more information, visit www.cumulus.com Cumulus Media put AR Broadcasting Holdings Inc. and three other units to Chapter 11 protection (Bankr. D. Del. Lead Case No. 11-13674) in 2011 after struggling to pay off debts that topped $97 million as of June 30, 2011. Bankruptcy Warning "The lenders under the Credit Agreement have taken security interests in substantially all of our consolidated assets, and we have pledged the stock of certain of our subsidiaries to secure the debt under the Credit Agreement. If the lenders accelerate the required repayment of borrowings, we may be forced to liquidate certain assets to repay all or part of such borrowings, and we cannot assure you that sufficient assets will remain after we have paid all of the borrowings under such Credit Agreement. If we were unable to repay those amounts, the lenders could proceed against the collateral granted to them to secure that indebtedness and we could be forced into bankruptcy or liquidation. Our ability to liquidate assets could also be affected by the regulatory restrictions associated with radio stations, including FCC licensing, which may make the market for these assets less liquid and increase the chances that these assets would be liquidated at a significant loss. Any requirement for us to liquidate assets would likely have a material adverse effect on our business," the Company said in its annual report for the year ended Dec. 31, 2014. * * * Standard & Poor's Ratings Services, in September 2014, revised its rating outlook on Atlanta, Ga.-based Cumulus Media to stable from positive. S&P also affirmed its 'B' corporate credit and existing debt ratings on the company. As reported by the TCR on Sept. 17, 2015, Moody's Investors Service downgraded Cumulus Media Inc.'s Corporate Family Rating to B3 from B2. Cumulus' B3 Corporate Family Rating reflects Moody's expectation that debt-to-EBITDA will remain elevated and in the mid to high 8x through FYE2015 (including Moody's standard adjustments) due to continued revenue declines in core ad sales and network revenue as well as the absence of political ad spending in 2015, an odd numbered year. DEALERTRACK TECHNOLOGIES: Moody's Withdraws Ba3 Corp. Family Rating ------------------------------------------------------------------- Moody's Investors Service has withdrawn all ratings of Dealertrack Technologies, Inc. upon the closing of the company's acquisition by Cox Automotive Inc., a subsidiary of Cox Enterprises, Inc. RATINGS RATIONALE Pursuant to the terms of the transaction, all rated debt at Dealertrack has been repaid at closing. Rating actions: Corporate Family Rating - Ba3 Withdrawn Probability of Default Rating - Ba3-PD Withdrawn Senior Secured Credit Facility Rating - Ba2 (LGD3) Withdrawn Speculative Grade Liquidity Rating - SGL-2 Withdrawn DIANE TACASON: Can't Discharge Damages Against Ex-Business Partner ------------------------------------------------------------------ Diane Davis, writing for Bloomberg News, reported that a debt owed by a debtor to her former business partner for damages in a state court case is not dischargeable in her bankruptcy case because the damages arose directly out of the debtor's willful and malicious breach of a settlement agreement, the First Circuit bankruptcy appellate panel held Sept. 25. According to the report, Judge Melvin S. Hoffman of the U.S. Bankruptcy Appellate Panel for the First Circuit concluded that the Massachusetts judgment arose from a monetary sanction for debtor Diane J. Tacason's contempt rather than a pre-existing debt owed to plaintiff/appellee John Gray. The damages award was designed to compensate Mr. Gray for the injuries he sustained as a result of that conduct, the court said, the report related. The debtor and Mr. Gray had a business partnership selling sports jerseys under the trade name "Cutting Edge Sports," the report further related. DRLD REALTY: Voluntary Chapter 11 Case Summary ---------------------------------------------- Debtor: DRLD Realty Corp. 325 E. Sunrise Highway Lindenhurst, NY 11757 Case No.: 15-74245 Nature of Business: Single Asset Real Estate Chapter 11 Petition Date: October 4, 2015 Court: United States Bankruptcy Court Eastern District of New York (Central Islip) Judge: Hon. Alan S Trust Debtor's Counsel: Fredrick P Stern, Esq. FREDRICK P STERN & ASSOCIATES PC 2163 Sunrise Highway Islip, NY 11751 Tel: (631) 650-9260 Fax: (631) 650-9259 Email: FredPStern@netscape.net Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Derek K. Miller, president. The Debtor did not include a list of its largest unsecured creditors when it filed the petition. ENTERGY NEW ORLEANS: Moody's Hikes Issuer Rating to Ba1 ------------------------------------------------------- Moody's Investors Service upgraded the ratings of Entergy New Orleans (issuer rating to Ba1 from Ba2) and affirmed the ratings of Entergy Corporation (Baa3 senior unsecured and P-3 commercial paper) and Entergy Arkansas (EAI Baa2). Moody's also assigned a Baa1 issuer rating to Entergy Louisiana Power, LLC (ELP) and withdrew the ratings of Entergy Louisiana, LLC (ELL) and Entergy Gulf States Louisiana, LLC (EGSL). The outlook for Entergy Corp. was changed to positive from stable; the outlook for EAI remains positive; and the outlook for ELP is stable. Upgrades: Issuer: Entergy New Orleans, Inc. Issuer Rating, Upgraded to Ba1 from Ba2 Pref. Stock Preferred Stock (Local Currency), Upgraded to Ba3 from B1 Senior Secured First Mortgage Bonds (Local Currency), Upgraded to Baa2 from Baa3 Assignments: Issuer: Entergy Louisiana Power, LLC Issuer Rating, Assigned Baa1 Outlook Actions: Issuer: Entergy Arkansas, Inc. Outlook, Remains Positive Issuer: Entergy Corporation Outlook, Changed To Positive From Stable Issuer: Entergy Gulf States Louisiana, LLC Outlook, Changed To Rating Withdrawn From Stable Issuer: Entergy Louisiana Power, LLC Outlook, Assigned Stable Issuer: Entergy Louisiana, LLC Outlook, Changed To Rating Withdrawn From Stable Issuer: Entergy Mississippi, Inc. Outlook, Remains Stable Issuer: Entergy New Orleans, Inc. Outlook, Changed To Stable From Positive Issuer: Entergy Texas, Inc. Outlook, Remains Stable Issuer: System Energy Resources, Inc. Outlook, Remains Stable Affirmations: Issuer: Entergy Arkansas, Inc. Issuer Rating, Affirmed Baa2 Pref. Stock Preferred Stock (Local Currency), Affirmed Ba1 Pref. Stock Shelf (Local Currency), Affirmed (P)Ba1 Senior Secured First Mortgage Bonds (Local Currency), Affirmed A3 Senior Secured Shelf (Local Currency), Affirmed (P)A3 Issuer: Entergy Corporation Issuer Rating (Local Currency), Affirmed Baa3 Senior Unsecured Commercial Paper (Local Currency), Affirmed P-3 Senior Unsecured Regular Bond/Debenture (Local Currency), Affirmed Baa3 Senior Unsecured Shelf (Local Currency) Aug 29, 2016, Affirmed (P)Baa3 Issuer: Entergy Mississippi, Inc. Issuer Rating, Affirmed Baa2 Pref. Stock Preferred Stock (Local Currency), Affirmed Ba1 Senior Secured First Mortgage Bonds (Local Currency), Affirmed A3 Issuer: Entergy Texas, Inc. Issuer Rating (Local Currency), Affirmed Baa3 Senior Secured First Mortgage Bonds (Local Currency) , Affirmed Baa1 Senior Secured Shelf (Local Currency) Aug 29, 2016, Affirmed (P)Baa1 Issuer: System Energy Resources, Inc. Senior Secured First Mortgage Bonds (Local Currency), Affirmed Baa1 Withdrawals: Issuer: Entergy Gulf States Louisiana, LLC Issuer Rating, Withdrawn , previously rated Baa1 Multiple Seniority Shelf (Local Currency), Withdrawn , previously rated (P)Baa3 Preference Stock Preference Stock (Local Currency), Withdrawn , previously rated Baa3 Senior Secured First Mortgage Bonds (Local Currency), Withdrawn , previously rated A2 Senior Secured Shelf (Local Currency) Aug 29, 2016, Withdrawn , previously rated (P)A2 Issuer: Entergy Louisiana, LLC Issuer Rating, Withdrawn , previously rated Baa1 Pref. Stock Preferred Stock (Local Currency), Withdrawn , previously rated Baa3 Senior Secured First Mortgage Bonds (Local Currency), Withdrawn , previously rated A2 Senior Secured Shelf (Local Currency) Aug 29, 2016, Withdrawn , previously rated (P)A2 Senior Unsecured Regular Bond/Debenture (Local Currency) Jan 2, 2017, Withdrawn , previously rated Baa1 RATINGS RATIONALE "Entergy's positive outlook reflects an improving utility segment that can better support a struggling merchant nuclear fleet and holding company leverage" said Ryan Wobbrock, Assistant Vice President. Entergy's utility segment is benefiting from formula rate making for five of its six rated subsidiaries, a growing rate base in New Orleans and the streamlining of its Louisiana utilities into one new organization. While Entergy's primary credit constraints remain the declining margins across its merchant generation fleet and the potential for nuclear plant closures to further erode value, "The increasing utility cash flow contribution, underpinned by formula rate making, will strengthen Entergy's financial profile versus other hybrid peers and provide some cushion for possible reactor shut-downs in the future" added Wobbrock. Roughly 80% of Entergy's business profile consists of regulated utilities in supportive regulatory jurisdictions, which provide stable and predictable cash flow under formulaic rate plans (FRPs). This compares favorably to other holding companies with merchant nuclear exposure, like Exelon Corporation (Baa2 stable), currently 50% regulated, and Public Service Enterprise Group Inc. ((P)Baa2 positive), about 60% regulated. At the same time, Entergy exhibits a stronger financial profile than most hybrid peers that also have a strong regulated base. For example, Entergy has roughly 24% holding company debt, which is much less than the 40% range that exists for hybrid parents like NextEra Energy (Baa1 stable) and Sempra Energy (Baa1 stable) and Entergy's 2011-2014 cash flow to debt metrics are above 20% compared to companies like Dominion Resources (Baa2 stable) and FirstEnergy Corp. (Baa3 stable), which have produced 15% and 11%, respectively. The upgrade of Entergy New Orleans reflects the recent transfer of around 22,500 electric customers in Algiers from ELL, and our expectation that the acquisition of a combined cycle natural gas generation plant (i.e., Union Power Plant, Block 1 -- approximately 495 MW) will close by year-end. These additions to ENOI's regulatory footprint will help maintain strong financial metrics while increasing the utility's size, scale and scope. We note that ENOI's high exposure to storm-related events constrains the company's issuer rating from an investment grade credit profile. The withdrawal of ratings for ELL and EGSL is due to the long-expected combination of the two companies into ELP, which we expect to be consummated shortly. The assignment of a Baa1 issuer rating to ELP is consistent with the previous ratings of its constituent parts (i.e., both ELL and EGSL were rated Baa1 stable), and reflects the strong regulatory support provided by formula rate making in Louisiana and a financial profile that is expected to produce over 20% cash flow to debt metrics going forward. The ratings affirmation for EAI and the maintenance of a positive outlook reflects the potential for the implementation of formula ratemaking in Arkansas, following a March 2015 legislative action that allows for that type of rate design in the state. On 29 September, the Arkansas Public Service Commission (APSC) staff recommended to approve the FRP for EAI, a positive development; however, it is the APSC which will ultimately decide whether the new rate design is allowed. The implementation of the FRP would be credit positive for EAI and could lead to positive rating action. We expect that the first FRP filing would occur around July 2016 with rates to be effective January 2017. What Could Change the Rating -- Up Entergy's rating could be upgraded if there were further regulatory support provided in any of its jurisdictions, reduced exposure to unregulated generation, or power market fundamentals were to exhibit sustained improvement and support for its unregulated fleet performance. For ENOI, it is unlikely that its issuer rating will be upgraded to Baa3, due to its concentrated service territory in a storm-prone area. ELP's rating could be upgraded if cash flow to debt metrics were to increase above 22% on a sustainable basis, without the one-time benefits of tax related policies. Entergy Arkansas' ratings could be considered for upgrade if there are further improvements in the regulatory rate design, or if cash flow coverage metrics including CFO pre-WC to debt above the high-teens, on a sustainable basis. What Could Change the Rating - Down Entergy's rating could be lowered if there were an increase in the aggregate level of debt at the parent company, if any of the nuclear reactors were to experience a sharp increase in costs, if liquidity were to materially decline, or if the company's consolidated cash flow coverage metrics were to deteriorate significantly for an extended period, including CFO pre-WC to debt in the mid-teens. Also, if regulatory support of the utility segment were to decline or become less predictable, Entergy's ratings could be downgraded. The ratings of ENOI could be downgraded if a major adverse regulatory decision were to emerge, if its service territory were seriously affected by another major storm, or if there were a sustained decline in financial metrics including CFO pre-WC to debt below the mid-teens range. ELP's ratings could be lowered if there were a more contentious regulatory environment in Louisiana, if significant storm costs were not recovered on a timely basis, or if CFO pre-WC to debt declined towards the mid-teen's range for an extended period of time. EAI's rating could be downgraded if there were a series of adverse regulatory developments which causes key financial metrics to decline including CFO pre WC to debt below the mid-teens for a sustainable period of time. EPWORTH VILLA: Insurance Company Seeks Examiner Appointment ----------------------------------------------------------- Homeland Insurance Company of New York asks the United States Bankruptcy Court for the Western District of Oklahoma to appoint an examiner or, in the alternative, a special expert, to investigate and report on the value of the judgment entered in a case styled William Hicks, individually, and as Guardian Ad Litem for Virginia Hicks, an Incapacitated Individual, Plaintiffs v. Central Oklahoma United Methodist Retirement Facility, Inc., d/b/a Epworth Villa, Defendant in the District Court of Oklahoma County, State of Oklahoma, Case No. CJ-2011-8387. Homeland asserts that the Hick's Judgment is by far the largest creditor in the estate and a practical evaluation regarding the actual value of that judgment will assist the Bankruptcy Court in determining whether the Plan(s) supported by the Debtor and William Hicks, individually, and as Guardian Ad Litem for Virginia Hicks, an Incapacitated Person are proposed in good faith pursuant to Section 1129 (a) of the Bankruptcy Code. Homeland further asserts that under Section 1104(c), the appointment of an examiner is both mandatory and in the interests of the Debtor's creditors and all other parties-in-interest. Holden & Carr, a party-in-interest, declared support for the appointment of an independent examiner or expert witness. Holden & Carr explains that the investigation undertaken by an independent party should include an evaluation of the Hicks claim on appeal, including an assessment of its value in consideration of the risks on appeal, and a review of the conduct of officers, directors, and employees whose conduct is cited by the District Court as giving rise to such sanctions, and an identification of such parties to determine appropriate governing and operating personnel under the Debtor's proposed plan of reorganization, of which the joint settlement is to be a part. It is a virtual certainty that such independent party would not conclude, as the Debtor's officers and directors have, that the Hicks claim on appeal is entitled to full value, and that the officers and directors should be insulated by third-party releases, and that parties should be subject to manufacturer claims as contemplated by the proposed joint settlement, Holden & Carr adds. Homeland Insurance Company of New York is represented by: R. Brent Cooper, Esq. COOPER & SCULLY, P.C. 900 Jackson Street, Suite 100 Dallas, Texas 75202 Tel: (214) 712-9500 Fax: (214) 712-9540 Email: Brent.Cooper@cooperscully.com Holden & Carr is represented by: Gary M. McDonald, Esq. Chad J. Kutmas, Esq. MCDONALD, MCCANN, METCALF & CARWILE, LLP 15 E. Fifth Street, Suite 1400 Tulsa, OK 74103 Tel: (918) 430-3700 Fax: (918) 430-3770 Email: gmcdonald@mmmsk.com ckutmas@mmmsk.com -- and -- John H. Tucker, Esq. Jesse L. Sumner, Jr., Esq. RHODES HIERONYMUS JONES TUCKER & GABLE P.O. Box 21100 Tulsa, OK 74121-1100 Tel: (918) 582-1173 Fax: (918) 592-3390 Email: jtucker@rhodesokla.com jsumner@rhodesokla.com About Central Oklahoma United Methodist Central Oklahoma United Methodist Retirement Facility, Inc., dba Epworth Villa, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Okla. Case No. 14-12995) on July 18, 2014. The Chapter 11 case of Central Oklahoma United Methodist Retirement Facility, Inc., has been reassigned to Judge Tom R. Cornish, according to an April 15, 2015 order. Brandon Craig Bickle, Esq., Sidney K. Swinson, Esq., and Mark D.G. Sanders, Esq., at Gable & Gotwals, P.C., in Tulsa, Oklahoma; and G. Blaine Schwabe, III, Esq., at Gable & Gotwals, P.C., in Oklahoma City, Oklahoma, represent the Debtor in its restructuring effort. In an amended schedules, the Debtor disclosed total assets of $117,659,919 and total liabilities of $108,037,034 as of the Chapter 11 filing. The Debtor previously disclosed $117,659,919 in total assets and $107,972,621 in total liabilities. * * * Central Oklahoma United Methodist Retirement Facility, Inc., has filed a Plan of Reorganization dated Dec. 22, 2015, that provides that, among other things, on the Distribution Date, from cash on hand, the Reorganized Debtor will (i) make all payments and other distributions then due under the terms of this Plan to Holders of Administrative Claims, Tax Claims, Priority Claims (Class 1), Administrative Convenience Claims (Class 4), and Key Creditor Claims (Class 5); and (ii) reserve such funds as are required for Contested Claims by Section 8.04(b) of the Plan. A copy of the Reorganization Plan is available for free at http://is.gd/R1OaZZ FAIRMOUNT SANTROL: Moody's Cuts Corporate Family Rating to B2 ------------------------------------------------------------- Moody's Investors Service downgraded Fairmount Santrol, Inc.'s Corporate Family Rating (CFR) and its senior secured credit facility to B2 from B1. The Probability of Default Ratings was also downgraded to B3-PD from B2-PD. The rating outlook was revised to negative from stable. The following actions were taken: Corporate Family Rating, downgraded to B2 from B1; Probability of Default Rating, downgraded to B3-PD from B2-PD; Senior secured credit facility, downgraded to B2 (LGD3) from B1 (LGD4); Speculative Grade Liquidity assessment, assigned SGL-3; The outlook was revised to negative from stable. RATINGS RATIONALE The rating downgrade and negative outlook reflect our expectation that EBITDA and key credit metrics will deteriorate further through the balance of 2015 and, at a minimum, through early 2016, stemming primarily from weakness in the oil and natural gas industry. The negative outlook also considers the company's $157 million Term Loan B-1 maturing in 2017. The rapid deterioration in Fairmount's key end markets has resulted in a 15% decline in adjusted EBITDA for trailing-twelve months ending June 30, 2015 as compared to year-end 2014, and key credit metrics have also weakened. Adjusted debt-to-EBITDA increased to 3.8x from 3.2x and adjusted EBIT to interest coverage declined to 3.5x from 4.3x for the same periods. Although operating margin remains solid, it also declined to 20.8% from 24.5%. The B2 Corporate Family Rating reflects the company's modest scale, acquisitive history, limited product diversification, exposure to the oil and gas commodity price cycles, and the reliance on the weak hydraulic fracturing industry for the majority of its revenue and operating income. The rating also considers the deterioration in key credit metrics and our expectation for further decline given continued challenges in the oil and natural gas end markets. Fairmount's rating is supported by its solid operating margin, adequate liquidity, large base of proven mineral reserves, strategically located quarries and production facilities, developed logistical network, long-standing customer relationships, strong market position in the frac-sand industry and high barriers to entry for competitors. Fairmount's senior secured credit facility is rated B2, which is on par with the B2 Corporate Family Rating since the credit facility accounts for 100% of the debt in the company's capital structure. The credit facility is comprised of a $125 million revolving credit facility due 2018, a $157 million Term Loan B-1 due 2017, a $161 million Extended Term Loan B-1 due 2019 and a $910 million Term Loan B-2 due 2019. These credit facilities are secured by a first priority lien on substantially all assets of the borrower and its subsidiaries. The B3-PD probability of default rating is one notch lower than the corporate family rating to reflect the higher (65%) recovery rate utilized in Moody's loss-given-default methodology for companies that rely primarily on first-lien bank loans. Historical recovery studies indicate that corporate capital structures comprised solely of bank debt have higher recovery values than those that utilize a combination of bank debt and other debt instruments. Fairmount's SGL-3 Speculative Grade Liquidity assessment reflects Moody's view that the company has adequate liquidity over the next 12 months. Fairmount's liquidity is supported by its $125 million revolving credit facility expiring September 2018, of which $113.5 million was available as of June 30, 2015. Fairmount had $175 million of cash on hand as of June 30, 2015, and generated $186 million of free cash flow for the trailing twelve months ending June 30, 2015. We expect free cash flow to be lower for the full year 2015 due weakness in the company's key end markets. The company's Revolving Credit Facility is governed by a springing debt leverage covenant ratio of 4.75x which comes into effect if revolver borrowing is equal to or greater than 25% of the total revolver commitment. At this time, we do not expect the company to be subject to its springing financial covenant over the next 12 months. The company's alternate sources of liquidity are limited since all of its assets are encumbered by its senior secured credit facilities. We note that in 2015 Fairmount was able to extend approximately $161 million of Term Loan B-1 debt to September 2019 from March 2017. Fairmount has no meaningful debt maturities until March 2017 when its $157 million Term Loan B-1 matures. Moody's indicated the rating outlook could be returned to stable if the oil and natural gas end markets stabilize such that drilling activity increases (even modestly), the company continues to generate positive free cash flow and the company is able to refinance or pay off its March 2017 debt maturity. In addition, adjusted operating margin stabilized at approximately 20%, adjusted debt-to-EBITDA sustained below 4.5x, and adjusted EBIT to interest expense sustained above 2.0x would also support a stable outlook. The ratings could be considered for downgrade if Fairmount experiences further deterioration in operating margin, adjusted debt-to-EBITDA increases and is maintained above 5.0x, and adjusted EBIT interest coverage decreases and is consistently below 2.0x. In addition, the ratings could be downgraded if the company's liquidity deteriorates or the company is unable to address its March 2017 debt maturity. Lastly, but not likely, if the company pursues aggressive acquisitions or shareholder friendly initiatives, especially in the face of challenging operating conditions, the ratings could be downgraded. Fairmount Santrol, Inc., headquartered in Chesterland, OH, is a producer of sand-based products organized into two segments: Proppant Solutions and Industrial & Recreational (I&R) Products. The Proppants Solutions segment provides sand-based proppants for use in hydraulic fracturing operations. The I&R segment provides raw, coated and custom blended sands to the foundry, building products, glass, turf and landscape, and filtration industries. The Proppant Solutions segment accounts for approximately 90% of revenues. The company operates 11 sand processing facilities (9 of which are active), 10 coating facilities (8 of which are active), and controls 52 distribution terminals (of which 38 serve the Proppant Solutions business) along various transportation corridors that assist in the efficient distribution of its product. The company generated approximately $1.3 billion of revenue during the twelve months ended June 30, 2015. FIRST DATA: Moody's Puts B3 CFR Under Review for Upgrade -------------------------------------------------------- Moody's Investors Service has placed the ratings of First Data Corporation, including the B3 corporate family rating, under review for upgrade following First Data's launch of its initial public offering. Moody's expects to conclude the review following the completion of the IPO, which is expected to occur in Oct. 2015. First Data intends to use net proceeds from the IPO to redeem all of its $510 million of 11.25% senior unsecured notes due 2021 and about $2 billion of its 12.625% senior unsecured notes due 2021. RATINGS RATIONALE The rating review reflects Moody's view that First Data's planned IPO will reduce adjusted debt to EBITDA to below 7 times. With Moody's expectation of mid-single percentage digit profit growth over the next year, leverage should further improve to the mid 6 times by the end of 2016. If First Data completes its IPO as planned, Moody's would likely upgrade the CFR to B2. Despite the upgrade of the CFR, the ratings on certain debt instruments could remain unchanged given the shift in the mix of debt in the capital structure. The ratings are supported by First Data's size, scale, and market position. With modest U.S. GDP growth and the ongoing shift of payment methods to electronic cards from cash and checks, Moody's expects First Data to generate low to mid-single digit percentage revenue growth with adjusted EBITDA approaching an annual run rate of $3 billion by the end of 2016. Moody's believes that First Data's profitability will benefit from sales and product investments, platform integration savings, and the growth of credit card issuer processing. Rating Actions: Issuer: First Data Corporation Corporate Family Rating, B3 Under Review for Upgrade Probability of Default Rating, B3-PD Under Review for Upgrade Senior Secured Bank Credit Facilities, B1, Under Review for Upgrade Senior Secured First Lien Notes, B1, Under Review for Upgrade Second Lien Notes, Caa1, Under Review for Upgrade Senior Unsecured Notes, Caa1, Under Review for Upgrade Senior Subordinated Notes, Caa2, Under Review for Upgrade Outlook, Positive Under Review for Upgrade The principal methodology used in these ratings was Business and Consumer Service Industry published in December 2014. With projected total annual revenues approaching $12 billion, First Data is a leading provider of electronic commerce and payment processing solutions for financial institutions and merchants worldwide. GELT PROPERTIES: Seeks Final Decree to Close Ch. 11 Cases --------------------------------------------------------- Gelt Properties, LLC, and Gelt Financial Corporation ask the United States Bankruptcy Court for the Eastern District of Pennsylvania for a final decree to close their Chapter 11 cases. The Debtors tell the Court that they have substantially consummated their plan by staying within the terms with all of their secured lenders and by paying the required distributions to priority and unsecured creditors. Moreover, the Debtors submit that they have paid all outstanding fees due to the office of the U.S. Trustee up through and including the first quarter of 2015 fees, thus submit that the cases have been fully administered. However, Paul J. Schoff, Esq., at Schoff Law Offices, in Philadelphia, Pennsylvania, the former counsel to the Official Unsecured Creditors Committee, objected to the Debtors' motion on behalf of himself. Mr. Schoff stated that the Debtors have not substantially consummated their plan of reorganization and he believes that, without the court's oversight, the Debtors will continue to allow its operations to languish, further providing generous salaries and benefits for its principals while the unsecured creditors and administrative claimants receive nothing but a bare minimum of $6000 per quarter. In response, the Debtors asked the Court to deny the objection. The Debtors argued that they have substantially consummated their plan. They have reduced their secured debt, made payments to the Committee Professionals, sold properties, refinanced certain loans and otherwise conducted their respective businesses pursuant to their confirmed plan. The Debtors asserted that it is unclear whether the Schoff Law Offices now purports to represent the interests of the unsecured creditors despite its prior withdrawal as counsel to the Committee. In an supplemental response to Mr. Schoff's objection, the Debtors asserted that the Mr. Schoff made at least two false statements recorded on the September 9 hearing. Moreover and with respect to Mr. Schoff's allegations that he made requests of counsel for financial reporting that went unaddressed and/or unanswered, no such requests have been located. However, the last correspondence from Mr. Schoff, received on July 21, 2015, outlines Mr. Schooff's major issues on the motion and yet somehow does not mention reporting or lack thereof. The Debtors are represented by: Albert A. Ciardi, III, Esq. CIARDI CIARDI & ASTIN One Commence Square 2005 Market Street, Suite 3500 Philadelpia, PA 19103 Tel: (215) 557-3550 Fax: (215) 557-3551 Email: aciardi@ciardilaw.com The Unsecured Creditors Committee was formerly represented by: Paul J. Schoff, Esq. Schoff Law Offices 723 W. Mt. Airy Ave Philadelphia PA 19119 Tel: (610) 703-3149 Email: pschoff@schofflaw.com About Gelt Properties Based in Huntington Valley, Pennsylvania, Gelt Properties, LLC, and affiliate Gelt Financial Corporation borrow money from traditional lenders and make loans to commercial borrowers. They also acquire and manage real estate. Gelt Properties and Gelt Financial filed for (Bankr. E.D. Pa. Case Nos. 11-15826 and 11-15826) on July 25, 2011. Judge Magdeline D. Coleman presides over the cases. William John Baldini, Esq., Albert A. Ciardi, III, Esq., Jennifer E. Cranston, Esq., Daniel S. Siedman, Esq., and Jennifer C. McEntee at Ciardi Ciardi & Astin, in Philadelphia, Pa.; Thomas Daniel Bielli, Esq., at O'Kelly Ernst & Bielli, LLC, in Philadelphia, Pa.; Janet L. Gold, Esq., at Eisenberg, Gold & Cettei, P.C., in Cherry Hill, N.J.; David A. Huber, Esq., at Benjamin Legal Services, in Philadelphia, Pa.; Alan L. Nochumson, Esq., at Nochumson PC, in Philadelphia, Pa.; Axel A. Shield, II, Esq., of Huntington Valley, Pa., serve as counsel for Debtor Gelt Properties, LLC. Ciardi Ciardi & Astin also represents Debtor Gelt Financial Corporation as counsel. Gelt Properties disclosed $4.73 million in assets and $4.84 million in liabilities as of the Chapter 11 filing. Its affiliate, Gelt Financial has scheduled $20.3 million in assets and $17.05 million in liabilities as of the Chapter 11 filing. Paul J. Schoff, Esq., and Francis X. Gorman, Esq., at Schoff McCabe, P.C., represented the Unsecured Creditors' Committee. Craig Howe, CPA, and Howe, Keller & Hunter, P.C., serve as the Committee's accountants. GENERAL MOTORS: D.C. Judge Needs More Info Related to 2009 Bailout ------------------------------------------------------------------ Steven Trader at Bankruptcy Law360 reported that a Washington D.C. federal judge said on Oct. 1, 2015, she needs more information to determine whether documents exchanged between the U.S. Treasury, General Motors and Chrysler relating to the automakers' 2009 bailouts were properly withheld from a private watchdog group's Freedom of Information Act request. Responding to requests for summary judgment by both the Treasury and the Center for Auto Safety, which requested the bankruptcy documents, U.S. District Judge Beryl A. Howell said the fundamental problem keeping her from ruling was the lack of detail provided. GILBERT JOSEPH: Bankr. Trustee Can't Sell Home, But IRA Fair Game ----------------------------------------------------------------- Diane Davis, writing for Bloomberg News, reported that a bankruptcy trustee can't sell a debtor's home even though he discovered undisclosed assets and had to "disentangle the [d]ebtors' web of deceit," but the husband's retirement account valued at $240,000 was fair game to sell due to the debtors' bad faith, a district court in North Carolina held Sept. 29. According to the report, Judge Martin Reidinger of the U.S. District Court for the Western District of North Carolina concluded that the findings of the bankruptcy court were insufficient to support the order allowing the sale of the debtors' residence. According to the court, the record was insufficient to determine whether there was any equity available for creditors other than Wells Fargo, or whether there were any other joint creditors to share in the equity, the report related. There was also nothing in the record showing whether debtors Gilbert and Susan Joseph were in default under the terms of the note or deed of trust, the court said, Bloomberg noted. GOLDENPARK LLC: Grant of Lender's Demurrer in State Suit Upheld --------------------------------------------------------------- The Court of Appeals of California, Second District, Division Two, affirmed the trial court's judgment sustaining, without leave to amend, the demurrer filed by the defendants Urban Commons, LLC ("Urban") and Urban Commons Sycamore, LL ("UCS") on Goldenpark, LLC's second amended complaint ("SAC"). In February 2008, Goldenpark obtained a loan from Wilshire State Bank ("WSB") in the principal amount of $16.9 million. In April 2008, Goldenpark obtained a second loan from WSB for $1.3 million. Both loans were secured by certain commercial property operated as a hotel. On October 26, 2010, UCS purchased the loans from WSB. On January 10, 2011, UCS accelerated the payments due under both loans and recorded notices of default specifying an amount of $411,516.83 for the first loan and $34.295.21 for the second loan. When Goldenpark filed its bankruptcy petition, UCS obtained relief from the automatic stay and foreclosed on the hotel on July 13, 2012. In July 2013, Goldenpark commenced an action seeking to set aside the foreclosure, recover the hotel, and obtain $10 million in damages. The defendants demurred on various grounds. Goldenpark responded by filing a first amended complaint to which the defendants filed a second demurrer. The court sustained with partial leave to amend. Goldenpark filed a second amended complaint, alleging two causes of action for breach of the implied covenant of good faith and fair dealing and for violation of the UCL. Defendants again demurred, and the trial court sustained without leave to amend. The appellate court held that the trial court did not err in sustaining the defendants' demurrer to the cause of action for breach of the implied covenant of good faith and fair dealing. It found that Goldenpark's allegations directly contradicted the declaration of its managing member, Dae In Kim, in Goldenpark's bankruptcy proceeding. The court also added that the SAC neither alleged facts showing that UCS's application of the default interest provision to the outstanding balance was unreasonable, nor that Goldenpark attempted to exercise its statutory right to cure the defaults and to reinstate the loans. The appellate court also held that the Goldenpark's UCL claim fails because it is merely a derivative of its failed breach of implied covenant claim. In addition, the court found that Goldenpark cannot establish standing to bring a private UCL action. The case is GOLDENPARK, LLC, Plaintiff and Appellant, v. URBAN COMMONS, LLC et al., Defendants and Respondents, NO. B257597 (Cal. Ct. App.). A full-text copy of the appellate court's September 2, 2015 disposition is available at http://is.gd/Rl2RS3from Leagle.com. Goldenpark, LLC is represented by: Mark J. Geragos, Esq. Ben J. Meiselas, Esq. Greg L. Kirakosian, Esq. Tyler M. Ross, Esq. GERAGOS & GERAGOS -- and -- Johnny Kim, Esq. Urban Commons, LLC et al are represented by: Jon A. Weininger, Esq. Andrew I. Shadoff, Esq. JEFFER MANGELS BUTLER & MITCHELL About Goldenpark LLC Goldenpark LLC operates a 171-room hotel in Norwalk, California. Pursuant to a franchise agreement with Hilton Worldwide, the hotel is currently being operated as a Double Tree Hotel. Goldenpark LLC filed for Chapter 11 bankruptcy (Bankr. C.D. Calif., Case No. 11-30070) on May 8, 2011, to halt a secured lender's attempt to place the hotel in the hands of a receiver. Judge Peter Carroll presided over the case. The Debtor estimated $10 million to $50 million in both assets and debts as of the Chapter 11 filing. Timothy 1. Yoo, Esq., David B. Golubchik, Esq., and Lindsey L. Smith, Esq., at Levene, Neale, Bender, Yoo & Brill L.L.P., represented the Debtor. GT ADVANCED: Bankruptcy Judge Blocks Bonuses for Executives ----------------------------------------------------------- Jonathan Randles at Bankruptcy Law360 reported that a New Hampshire bankruptcy judge on Sept. 30, 2015, denied GT Advanced Technologies' bid to set aside bonuses for the company's chief and other top executives, saying the extra compensation would be for work they should already be doing as they guide the manufacturer through Chapter 11. U.S. Bankruptcy Judge Henry Boroff said GT's proposal functions as a retention plan and therefore doesn't comply with strict rules governing when company insiders are eligible for bonuses during a Chapter 11. As reported in the Troubled Company Reporter on Aug. 3, 2015, on February 5, 2015, the bankruptcy court issued an order denying a motion for approval of a proposed key employee retention plan and a proposed key employee incentive plan. GTAT appealed, arguing that the bankruptcy court erred by (1) applying the wrong legal standard to its consideration of the KEIP; and (2) improperly substituting its own business judgment for that of GTAT when assessing both the KEIP and the KERP. However, District Judge Landya B. McCafferty remanded the matter. She said the bankruptcy court's failure to properly analyze the structure of the compensation package in GTAT's proposed KEIP, as well as the bankruptcy court's inadequate consideration of the Dana factors in its review of the KERP and its failure to specify its standard of review are errors of law that require remand. The appeals case is GT Advanced Technologies Inc., et al., Appellants, v. William K. Harrington, United States Trustee Appellee, CIVIL NO. 15-CV-069-LM (D.N.H.). A full-text copy of Judge McCafferty's July 21, 2015 order is available at http://is.gd/70P755from Leagle.com. About GT Advanced Headquartered in Merrimack, New Hampshire, GT Advanced Technologies Inc. -- http://www.gtat.com/-- produces materials and equipment for the electronics industry. On Nov. 4, 2013, GTAT announced a multiyear supply deal with Apple Inc. to produce sapphire glass material for use in consumer electronics products. Under the deal, Apple would provide GTAT with a prepayment of approximately $578 million paid in four installments and, starting in 2015, GTAT would reimburse Apple for the prepayment over a five-year period. GT is a publicly held corporation whose stock was traded on NASDAQ under the ticker symbol GTAT." GTAT was de-listed from the NASDAQ stock exchange in October 2014. As of June 28, 2014, the GTAT Group's unaudited and consolidated financial statements reflected assets totaling $1.5 billion and liabilities totaling $1.3 billion. As of Sept. 29, 2014, GTAT had $85 million in cash, $84 million of which is unencumbered. On Oct. 6, 2014, GT Advanced Technologies and eight affiliates filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. D.N.H. Lead Case No. 14-11916). GT says that it has sought bankruptcy protection due to a severe liquidity crisis brought about by its issues with Apple. The Debtors have tapped Nixon Peabody LLP and Paul Hastings LLP as attorneys and Kurtzman Carson Consultants LLC as claims and noticing agent. The U.S. Trustee has named seven members to the Official Committee of Unsecured Creditors. The Committee' professionals are Kelley Drye as its bankruptcy counsel; Devine, Millimet & Branch, Professional Association as local counsel; EisnerAmper LLP as financial advisors; and Houlihan Lokey Capital, Inc. as investment banker. GTAT has reached a settlement with Apple. The settlement gives Apple an approved claim for $439 million secured by more than 2,000 sapphire furnaces that GT Advanced owns and has four years to sell, with proceeds going to Apple. In addition, Apple gets royalty-free, non-exclusive licenses for GTAT's technology. The bankruptcy case is assigned to Judge Henry J. Boroff. GTT COMMUNICATIONS: Moody's Assigns B2 Corporate Family Rating -------------------------------------------------------------- Moody's Investors Service has assigned a first-time B2 corporate family rating (CFR) and a B3-PD probability of default rating (PDR) to GTT Communications, Inc. Moody's has also assigned a B2 (LGD3) rating to the company's proposed $450 million senior secured 1st lien credit facility which consists of a $400 million term loan due 2022 and a $50 million revolver due 2020. The proceeds from the new term loan will be used to refinance existing indebtedness and fund the acquisition of One Source Networks, Inc. ("OSN"), a leading provider of managed communication services based in Austin, TX. The ratings are contingent upon Moody's review of final documentation and no material change in the terms and conditions of the debt as advised to Moody's. The outlook is stable. Assignments: Issuer: GTT Communications, Inc. Corporate Family Rating, Assigned B2 Probability of Default Rating, Assigned B3-PD Speculative Grade Liquidity Rating, Assigned SGL-1 Senior Secured Bank Credit Facility (Local Currency), Assigned B2, LGD3 Outlook Actions: Outlook, Assigned Stable RATINGS RATIONALE GTT's B2 CFR reflects its modest leverage, strong free cash flow and revenue growth potential driven by the company's favorable competitive position within the niche market of international network services. Moody's expects GTT to have leverage of 5.4x (Moody's adjusted) at deal close with growth and merger synergies leading to leverage in the 4x to 4.5x range over the next 12 to 18 months. The company's low capital spending requirements at approximately 5% of revenue and good margins result in meaningful excess cash flows. The acquisition of OSN will boost the company's growth profile and complement its steady, contractual revenue steam. GTT has a history of efficient integration of new businesses and we expect the integration of OSN to be of low risk. The company's acquisitive strategy, with 5 transactions over the past 5 years and its low asset coverage relative to the pro forma debt load constrain the rating. GTT's strategy employs an architecture with mostly-leased infrastructure that results in low capital intensity but could expose the company to margin pressure if end-user pricing and network leasing cost trends diverge over time. Because of the company's capex-light strategy, Moody's believes that it has a lower leverage tolerance than a traditional, facilities-based carrier. Moody's does believe that GTT's target market of international-centric services is less dependent upon asset ownership than traditional local or regional telecom markets. However, the international market is sufficiently competitive that the consistent, secular decline in the cost of long-haul network capacity should result in end-user service price weakness. If the pace of the service price weakness outstrips the unit cost decline of network capacity, GTT's margins could face compression. The company sources leased-infrastructure elements from multiple providers and, due to its scale as an IP backbone provider, is able to optimize its cost structure. However, Moody's views the risk of margin compression as a constraint to the rating. Moody's expects GTT to have very good liquidity over the next twelve months and expects the company to have approximately $15 million of cash on the balance sheet and an undrawn $50 million revolving credit facility following the close of the transaction. The credit facility will contain a maximum senior secured leverage conenant, which Moody's expects to be set with ample cushion in the new credit agreement. The ratings for debt instruments reflect both the probability of default of GTT, to which Moody's assigns a PDR of B3-PD, and individual loss given assessments. The senior secured credit facilities are rated B2 (LGD3, 34%), in line with the CFR, given that the credit facilities comprise the majority of debt in the capital structure. The stable outlook reflects Moody's view that GTT will realize acquisition synergies and continue to grow revenue and EBITDA pushing leverage below 5x (Moody's adjusted). The B2 rating could be subject to upgrade if leverage falls below 3.5x (Moody's adjusted) and free cash flow to debt exceeds 10%. The rating could be pressured downward if liquidity becomes strained, if free cash flow is negative or it EBITDA does not grow and leverage is sustained above 5x (Moody's adjusted). The principal methodology used in these ratings was Global Telecommunications Industry published in December 2010. Please see the Credit Policy page on www.moodys.com for a copy of this methodology. Based in McLean, VA., GTT is a multinational Tier 1 internet service provider. The company has a global network and offers cloud based solutions to its clients. The company generated $207 million in revenues for the full year ended 12/31/2014. HARPOLE CONSTRUCTION: Case Summary & 20 Top Unsecured Creditors --------------------------------------------------------------- Debtor: Harpole Construction, Inc. a New Mexico Domestic Profit P.O. Box 27 Farmington, NM 87499 Case No.: 15-12630 Chapter 11 Petition Date: October 2, 2015 Court: United States Bankruptcy Court New Mexico (Albuquerque) Debtor's Counsel: William F. Davis, Esq. WILLIAM F. DAVIS & ASSOC., P.C. 6709 Academy NE, Suite A Albuquerque, NM 87109 Tel: 505-243-6129 Fax: 505-247-3185 Email: daviswf@nmbankruptcy.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Jerry Harpole, Sr., president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/nmb15-12630.pdf HERCULES OFFSHORE: Gets Final Approval to Pay Unsecured Creditors ----------------------------------------------------------------- Hercules Offshore Inc. won final approval to pay the pre-bankruptcy claims of its creditors. The order, issued by U.S. Bankruptcy Judge Kevin Carey, allowed the company to pay claims of general unsecured creditors and those whose claims may give rise to liens. Hercules Offshore earlier received interim approval from the bankruptcy judge to pay its creditors up to $5 million. The company owes a total of $7.62 million, including $2.235 million to foreign creditors when it filed for bankruptcy protection, court filings show. As of Aug. 13, 2015, Hercules Offshore has approximately $81 million in cash on hand which, the company said, will provide "ample liquidity" for payment of the claims. About Hercules Offshore Headquartered in Houston, Hercules Offshore, Inc. -- http://www.herculesoffshore.com/-- operates a fleet of 27 jackup rigs, including one rig under construction, and 21 liftboats. The Company offers a range of services to oil and gas producers to meet their needs during drilling, well service, platform inspection, maintenance, and decommissioning operations in several key shallow water provinces around the world. On Aug. 13, 2015 Hercules Offshore and 14 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 15-11685) in the U.S. Bankruptcy Court for the District of Delaware. The cases are pending before the Honorable Kevin J. Carey. The Debtors tapped Baker Botts LLP as counsel; Morris, Nichols, Arsht & Tunnell, as local counsel; Andrews Kurth LLP, as general corporate counsel; Lazard Freres & Co. LLC, as investment banker, Alvarez & Marsal, as restructuring advisor; and Prime Clerk, LLC, as claims and noticing agent. The Steering Group of Holders of Senior Notes is represented by Akin Gump Strauss Hauer & Feld LLP's Arik Preis, Esq., and Michael S. Stamer, Esq. HERO disclosed $546 million in assets and $1.306 billion in debt as of Aug. 11, 2015. * * * The Debtors on the Petition Date filed a pre-packaged Chapter 11 plan that would convert $1.2 billion of outstanding senior notes to 96.9% of new common equity. HERCULES OFFSHORE: Judge Approves FDT Settlement Agreements ----------------------------------------------------------- A bankruptcy judge approved three separate agreements that would allow an affiliate of Hercules Offshore Inc. to recover $5.22 million. The order, issued by U.S. Bankruptcy Judge Kevin Carey, approved the agreements that FDT LLC entered into with International Offshore Services LLC and several others to resolve claims tied to three separate lawsuits filed in Louisiana courts. One of the lawsuits stemmed from an alleged breach of a 2006 sale contract by International Offshore and its subsidiary International Marine LLC. The case has been pending for nearly six years. FDT LLC, formerly known as Delta Towing LLC, will not only get $5.22 million from the settlement but will also avoid "potential further collection difficulty" given the insolvency of International Offshore, according to court filings. About Hercules Offshore Headquartered in Houston, Hercules Offshore, Inc. -- http://www.herculesoffshore.com/-- operates a fleet of 27 jackup rigs, including one rig under construction, and 21 liftboats. The Company offers a range of services to oil and gas producers to meet their needs during drilling, well service, platform inspection, maintenance, and decommissioning operations in several key shallow water provinces around the world. On Aug. 13, 2015 Hercules Offshore and 14 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 15-11685) in the U.S. Bankruptcy Court for the District of Delaware. The cases are pending before the Honorable Kevin J. Carey. The Debtors tapped Baker Botts LLP as counsel; Morris, Nichols, Arsht & Tunnell, as local counsel; Andrews Kurth LLP, as general corporate counsel; Lazard Freres & Co. LLC, as investment banker, Alvarez & Marsal, as restructuring advisor; and Prime Clerk, LLC, as claims and noticing agent. The Steering Group of Holders of Senior Notes is represented by Akin Gump Strauss Hauer & Feld LLP's Arik Preis, Esq., and Michael S. Stamer, Esq. HERO disclosed $546 million in assets and $1.306 billion in debt as of Aug. 11, 2015. * * * The Debtors on the Petition Date filed a pre-packaged Chapter 11 plan that would convert $1.2 billion of outstanding senior notes to 96.9% of new common equity. HOMETOWN NATIONAL BANK: Twin City Bank Assumes All Bank Deposits ---------------------------------------------------------------- Hometown National Bank, Longview, Washington, was closed on Oct. 2, 2015 by the Office of the Comptroller of the Currency, which appointed the Federal Deposit Insurance Corporation (FDIC) as receiver. To protect the depositors, the FDIC entered into a purchase and assumption agreement with Twin City Bank, Longview, Washington, to assume all of the deposits of Hometown National Bank. The sole branch of Hometown National Bank will reopen as a branch of Twin City Bank during its normal business hours. Depositors of Hometown National Bank will automatically become depositors of Twin City Bank. Deposits will continue to be insured by the FDIC, so there is no need for customers to change their banking relationship in order to retain their deposit insurance coverage up to applicable limits. Customers of Hometown National Bank should continue to use their existing branch until they receive notice from Twin City Bank that it has completed systems changes to allow other Twin City Bank branches to process their accounts as well. Over the weekend, depositors of Hometown National Bank were suppose to have access to their money by writing checks or using ATM or debit cards. Checks drawn on the bank will continue to be processed. Loan customers should continue to make their payments as usual. As of June 30, 2015, Hometown National Bank had approximately $4.9 million in total assets and $4.7 million in total deposits. In addition to assuming all of the deposits of the failed bank, Twin City Bank agreed to purchase approximately $3.8 million of the failed bank's assets. The FDIC will retain the remaining assets for later disposition. The FDIC estimates that the cost to the Deposit Insurance Fund (DIF) will be $1.6 million. Compared to other alternatives, Twin City Bank's acquisition was the least costly resolution for the FDIC's DIF. Hometown National Bank is the eighth FDIC-insured institution to fail in the nation this year, and the first in Washington. The last FDIC-insured institution closed in the state was Westside Community Bank, University Place, on January 11, 2013. JOHN G. BURGER: Company Loses Bankr. Auction Due to Failed Email ---------------------------------------------------------------- Diane Davis, writing for Bloomberg News, reported that a couple's bid at an auction for a debtors' property wins out over appellant Central Mortgage Company's bid because a valid contract was entered into with the debtors and accepted by the auctioneer, a district court in Indiana held Sept. 21. According to the report, Chief Judge Richard L. Young concluded that a contract was never entered into with Central Mortgage, and the bid, or intent to bid was never communicated to the person with the power to accept. At the auction, Steve and Marcia Murry offered $65,000 for debtor John G. Burger's property, and the auctioneer accepted, the court said. A contract was then signed to comply with the Statute of Frauds, and a binding contract to sell the property existed, the court said. Bloomberg pointed out that the court looked at the text of the two e-mails sent by Central Mortgage as its "credit bid" for the property. The bankruptcy court never made an explicit finding regarding whether Central Mortgage submitted a credit bid, but found that Central Mortgage's "bid, or intent to bid, was never communicated to or received by the auction manager, Brad Horrall." The district court examined each e-mail to see if a bid was made. LIFE PARTNERS: Bid to Hire D. Berman as Securities Counsel Denied ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas denied Life Partners Holdings, Inc.'s application to employ the Law Office of Douglas M. Berman, PLLC as special securities counsel, after finding that insufficient action has been taken to obtain the relief sought as more than 45 days had passed since the filing of the motion and a proposed order was not been submitted. As reported by The Troubled Company Reporter on April 8, 2015, the Official Committee of Unsecured Creditors objected to the Debtor's application to employ Douglas M. Berman as special securities counsel, stating that the firm must, at a minimum, be compelled to make further disclosures in connection with the application, and specifically disclose the time period during which it represented the Debtor on a prepetition basis, and specifically whether the services include legal counsel regarding securities compliance in connection with the Securities and Exchange Commission. On March 18, 2015, the Debtor sought approval to employ the firm as special securities counsel, nunc pro tunc to the Jan. 20, 2015. Berman will continue to advise and represent the Debtor with respect to securities compliance matters. To the extent necessary, Berman will assist the Debtor with the prosecution of its plan of reorganization as it relates to compliance with applicable securities laws. Berman will charge for time at its normal and customary rates for attorneys and legal assistants and will request reimbursement for its out-of-pocket expenses. Berman acknowledges that it will be compensated in accordance with the procedures set forth in the applicable provisions of the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, the Court's local rules, including L.R. 2016, and such procedures as may be fixed by order of the Court. As of the Petition Date, Berman had outstanding fees due and owing in connection with its representation of the Debtor in the amount of $4,631. Prior to the Petition Date, the Debtor maintained with Berman a retainer of $10,000 in connection with its engagement agreement with the Debtor that was replenished with each billing cycle. All payments that Berman has received in this engagement have been made by the Debtor's subsidiary Life Partners, Inc. Douglas M. Berman 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 Life Partners Headquartered in Waco, Texas, Life Partners Holdings, Inc. -- http://www.lphi.com/-- is the parent company engaged in the secondary market for life insurance, commonly called "life settlements." Since its incorporation in 1991, Life Partners, Inc., has completed over 162,000 transactions for its worldwide client base of over 30,000 high net worth individuals and institutions in connection with the purchase of over 6,500 policies totaling over $3.2 billion in face value. LPHI is a publicly traded company incorporated in Texas and its common stock has been delisted from the NASDAQ (formerly trading under the symbol LPHI). Life Partners Holdings sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 15-40289) on Jan. 20, 2015. The case is assigned to Judge Russell F. Nelms. J. Robert Forshey, Esq., at Forshey & Prostok, LLP, serves as counsel to the Debtor. LPHI disclosed $2,406,137 in assets and $52,722,308 in liabilities as of the Chapter 11 filing. The official committee of unsecured creditors formed in the case tapped Munsch Hardt Kopf & Harr, P.C., as counsel. Tracy A. Bolt of BDO USA, LLP, was named as examiner for the Debtor's case. At the behest of the U.S. Securities and Exchange Commission, the U.S. Trustee, and the Creditors Committee, the Court ordered the appointment of a Chapter 11 trustee. On March 13, 2015, H. Thomas Moran II was appointed as Chapter 11 trustee in LPHI's case. The trustee is represented by Thompson & Knight LLP. The Chapter 11 trustee signed Chapter 11 bankruptcy petitions for LPHI's subsidiaries on May 19, 2015: Life Partners Inc. (Case No. 15-41995) and LPI Financial Services, Inc. (Case No. 15-41996). Life Partners is estimated to have $100 million to $500 million in assets and more than $1 billion in debt. LPI Financial estimated less than $50,000. LIFE PARTNERS: Bid to Tap Meyer Unkovic as Litigation Atty Denied ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas denied Life Partners Holdings, Inc.'s application to employ Meyer, Unkovic and Scott LLP as special Litigation counsel nunc pro tunc to the Jan. 20, 2015 petition date. The Court further found that insufficient action has been taken to obtain the relief sought. More than 45 days had passed since the filing of the motion and a proposed order was not been submitted. As reported by the Troubled Company Reporter on March 18, 2015, Meyer Unkovic will continue to advise and represent the Debtor with respect to the Morrow Lawsuit. To the extent necessary, Meyer Unkovic will assist the Debtor with the prosecution of its plan of reorganization as it relates to the Morrow Lawsuit. Meyer Unkovic will charge for time at its normal and customary rates for attorneys and legal assistants and will request reimbursement for its out-of-pocket expenses. Meyer Unkovic acknowledges that it shall be compensated in accordance with the procedures set forth in the applicable provisions of the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, the Court's local rules, including L.R. 2016, and such procedures as may be fixed by order of the Court. As of the Petition Date, Meyer Unkovic had outstanding fees due and owing in connection with its representation of the Debtor in the amount of $4,942. Meyer Unkovic has not received a retainer or trust deposit in connection with its engagement agreement with the Debtor. All payments that Meyer Unkovic has received in this engagement have been made by the Debtor's subsidiary Life Partners, Inc. Joshua R. Lorenz, partner of Meyer Unkovic, 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 Life Partners Headquartered in Waco, Texas, Life Partners Holdings, Inc. -- http://www.lphi.com/-- is the parent company engaged in the secondary market for life insurance, commonly called "life settlements." Since its incorporation in 1991, Life Partners, Inc., has completed over 162,000 transactions for its worldwide client base of over 30,000 high net worth individuals and institutions in connection with the purchase of over 6,500 policies totaling over $3.2 billion in face value. LPHI is a publicly traded company incorporated in Texas and its common stock has been delisted from the NASDAQ (formerly trading under the symbol LPHI). Life Partners Holdings sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 15-40289) on Jan. 20, 2015. The case is assigned to Judge Russell F. Nelms. J. Robert Forshey, Esq., at Forshey & Prostok, LLP, serves as counsel to the Debtor. LPHI disclosed $2,406,137 in assets and $52,722,308 in liabilities as of the Chapter 11 filing. The official committee of unsecured creditors formed in the case tapped Munsch Hardt Kopf & Harr, P.C., as counsel. Tracy A. Bolt of BDO USA, LLP, was named as examiner for the Debtor's case. At the behest of the U.S. Securities and Exchange Commission, the U.S. Trustee, and the Creditors Committee, the Court ordered the appointment of a Chapter 11 trustee. On March 13, 2015, H. Thomas Moran II was appointed as Chapter 11 trustee in LPHI's case. The trustee is represented by Thompson & Knight LLP. The Chapter 11 trustee signed Chapter 11 bankruptcy petitions for LPHI's subsidiaries on May 19, 2015: Life Partners Inc. (Case No. 15-41995) and LPI Financial Services, Inc. (Case No. 15-41996). Life Partners is estimated to have $100 million to $500 million in assets and more than $1 billion in debt. LPI Financial estimated less than $50,000. LIFE PARTNERS: Ch. 11 Trustee Seeks Nunc pro Tunc Hiring of MMS --------------------------------------------------------------- H. Thomas Moran II, as Chapter 11 trustee for Life Partners Holdings, Inc., and as the sole director of Life Partners, Inc., and Life Partners Financial Services, Inc., asks the U.S. Bankruptcy Court for the Northern District of Texas to reconsider its order denying nunc pro tunc employment of MMS Advisors, LLC,, as forensic accountant and portfolio consultant to the Ch. 11 trustee and the subsidiary debtors. The Chapter 11 Trustee asked the Court to grant the employment of MMS Advisors, nunc pro tunc to March 13, 2015, to provide forensic accounting and portfolio consulting services to the trustee. Nunc pro tunc employment is warranted, according to the Chapter 11 Trustee. About Life Partners Headquartered in Waco, Texas, Life Partners Holdings, Inc. -- http://www.lphi.com/-- is the parent company engaged in the secondary market for life insurance, commonly called "life settlements." Since its incorporation in 1991, Life Partners, Inc., has completed over 162,000 transactions for its worldwide client base of over 30,000 high net worth individuals and institutions in connection with the purchase of over 6,500 policies totaling over $3.2 billion in face value. LPHI is a publicly traded company incorporated in Texas and its common stock has been delisted from the NASDAQ (formerly trading under the symbol LPHI). Life Partners Holdings sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 15-40289) on Jan. 20, 2015. The case is assigned to Judge Russell F. Nelms. J. Robert Forshey, Esq., at Forshey & Prostok, LLP, serves as counsel to the Debtor. LPHI disclosed $2,406,137 in assets and $52,722,308 in liabilities as of the Chapter 11 filing. The official committee of unsecured creditors formed in the case tapped Munsch Hardt Kopf & Harr, P.C., as counsel. Tracy A. Bolt of BDO USA, LLP, was named as examiner for the Debtor's case. At the behest of the U.S. Securities and Exchange Commission, the U.S. Trustee, and the Creditors Committee, the Court ordered the appointment of a Chapter 11 trustee. On March 13, 2015, H. Thomas Moran II was appointed as Chapter 11 trustee in LPHI's case. The trustee is represented by Thompson & Knight LLP. The Chapter 11 trustee signed Chapter 11 bankruptcy petitions for LPHI's subsidiaries on May 19, 2015: Life Partners Inc. (Case No. 15-41995) and LPI Financial Services, Inc. (Case No. 15-41996). Life Partners is estimated to have $100 million to $500 million in assets and more than $1 billion in debt. LPI Financial estimated less than $50,000. LIFE PARTNERS: Court Denies Bid to Employ Alexander Dubose ---------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas denied Life Partners Holdings, Inc.'s motion to employ Alexander Dubose Jefferson & Townsend LLP as special litigation counsel, nunc pro tunc to the Jan. 20, 2015. The Court further found that insufficient action has been taken to obtain the relief sought. More than 45 days had passed since the filing of the motion and a proposed order was not been submitted. As reported by The Troubled Company Reporter on April 8, 2015, the Official Committee of Unsecured Creditors objected to the Debtor's application to employ Alexander Dubose. According to the Committee, the application must be withdrawn, or at a minimum, deferred for consideration by the Chapter 11 trustee, considering the numerous other engagement applications filed by the Debtor, and in light of the very recent appointment of the trustee. The Committee noted that Alexander does not disclose whether it has received payments related to representation of the Debtor in the 90 days preceding the Petition Date. The application does state that, as of the Petition Date, $14,355 in fees was owing to Alexander stemming from Alexander's representation of the defendants in the Texas Supreme Court case, and $21,430 in fees was owing to Alexander stemming from Alexander's representation of the defendants in the Fifth Circuit appeal. As reported by the TCR on March 18, 2015, Alexander Dubose will continue to advise and represent the Debtor with respect to the Texas Supreme Court Appeal and the Fifth Circuit Appeal. To the extent necessary, Alexander Dubose will assist the Debtor with the prosecution of its plan of reorganization as it relates to these matters. Alexander Dubose will charge for time at its normal and customary rates for attorneys and legal assistants and will request reimbursement for its out-of-pocket expenses. Alexander Dubose acknowledges that it will be compensated in accordance with the procedures set forth in the applicable provisions of the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, the Court's local rules, including L.R. 2016, and such procedures as may be fixed by order of the Court. As of the Petition Date, Alexander Dubose had outstanding invoiced fees due and owing in connection with its representation of the Debtor in the Texas Supreme Court Appeal in the amount of $14,355 all for services rendered prior to the Petition Date. As of the Petition Date, Alexander Dubose had incurred an additional $1,140 in fees in connection with the Texas Supreme Court Appeal that were not invoiced before the Petition Date ($900 of that amount was incurred prior to and through Jan. 19, 2015; $240 of that amount was incurred on Jan. 20, 2015 through Jan. 31, 2015). In connection with the Fifth Circuit Appeal, Alexander Dubose has outstanding invoiced fees due and owing in the amount of $21,430 for services rendered prior to the Petition Date, and it has additional, un-invoiced fees in connection with the Fifth Circuit Appeal that were not invoiced before the Petition Date in the amount of $16,500 ($3,360 of that amount was incurred prior to and through Jan. 19, 2015; $13,140 of that amount was incurred on Jan. 20, 2015 through Jan. 31, 2015). Douglas W. Alexander of Alexander Dubose 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 Life Partners Headquartered in Waco, Texas, Life Partners Holdings, Inc. -- http://www.lphi.com/-- is the parent company engaged in the secondary market for life insurance, commonly called "life settlements." Since its incorporation in 1991, Life Partners, Inc., has completed over 162,000 transactions for its worldwide client base of over 30,000 high net worth individuals and institutions in connection with the purchase of over 6,500 policies totaling over $3.2 billion in face value. LPHI is a publicly traded company incorporated in Texas and its common stock has been delisted from the NASDAQ (formerly trading under the symbol LPHI). Life Partners Holdings sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 15-40289) on Jan. 20, 2015. The case is assigned to Judge Russell F. Nelms. J. Robert Forshey, Esq., at Forshey & Prostok, LLP, serves as counsel to the Debtor. LPHI disclosed $2,406,137 in assets and $52,722,308 in liabilities as of the Chapter 11 filing. The official committee of unsecured creditors formed in the case tapped Munsch Hardt Kopf & Harr, P.C., as counsel. Tracy A. Bolt of BDO USA, LLP, was named as examiner for the Debtor's case. At the behest of the U.S. Securities and Exchange Commission, the U.S. Trustee, and the Creditors Committee, the Court ordered the appointment of a Chapter 11 trustee. On March 13, 2015, H. Thomas Moran II was appointed as Chapter 11 trustee in LPHI's case. The trustee is represented by Thompson & Knight LLP. The Chapter 11 trustee signed Chapter 11 bankruptcy petitions for LPHI's subsidiaries on May 19, 2015: Life Partners Inc. (Case No. 15-41995) and LPI Financial Services, Inc. (Case No. 15-41996). Life Partners is estimated to have $100 million to $500 million in assets and more than $1 billion in debt. LPI Financial estimated less than $50,000. LIFE PARTNERS: Subsidiaries Given Limited Exclusivity Extension --------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas, in Forth Worth, has given the subsidiaries of Life Partners Holdings, Inc., a limited extension of their exclusivity periods, within which the Subsidiary Debtors have the sole right to propose and solicit Chapter 11 plans of reorganization. In its latest order, the Court extended the Subsidiary Debtors' exclusivity periods through and including Oct. 5, 2015. The Debtors and other interested parties in the case were scheduled to appear before the Court on Oct. 5 at 9:30 a.m. for another pre-set hearing. The Court's extension order, which was dated Oct. 1, indicated that the Debtors reached an agreement with certain parties related to the bid to extend the Subsidiary Debtors' exclusivity, but did not elaborate. The Court previously extended the Subsidiary Debtors' exclusivity periods through Sept. 21 and then through Sept. 28. U.S. Bankruptcy Judge Russell F. Nelms denied a motion to terminate Life Partners' exclusivity period, according to Peter Hall at Bankruptcy Law360. The Subsidiary Debtors are Life Partners, Inc., and Life Partners Financial Services, Inc. The lead debtor is Life Partners Holdings, Inc. Plan Exclusivity Thru Dec. 21 Sought H. Thomas Moran II -- as chapter 11 trustee for LPHI and as the sole director of the Subsidiary Debtors -- filed on Sept. 16 an extension request. In the motion, the Subsidiary Defendants seek an approximately 90-day extension of the Exclusivity Periods pursuant to Sec. 1121(d) of the Bankruptcy Code: -- through Dec. 21 for their time to file a plan of reorganization; and -- through Feb. 22, 2016, for their time to solicit acceptances to the plan. Mr. Moran said the Chapter 11 case is highly complex, involving over $2.4 billion in insurance portfolio assets, over 90,000 parties in interest, massive pre-petition fraud by the Debtors' prior management, a pre-petition determination that the business model upon which the Debtor operated violated federal securities laws, and a major unresolved contingency relating to competing claims of ownership rights in the insurance policy portfolio that is the centerpiece of the Debtors' business. According to Mr. Moran, notwithstanding these extraordinary obstacles, the Trustee, the Debtors, and the Official Committee of Unsecured Creditors have been diligently pursuing various financing and restructuring alternatives to maintain the Debtors' operations in Chapter 11 and to maximize the value of the Debtors' estates and the return to all stakeholders. "All Stakeholders stand to benefit from a reorganization of the Life Partners' business," Mr. Moran declared. He also noted that as the Court earlier stated, conversion of these cases to Chapter 7 would be "a complete disaster." Mr. Moran noted that substantial progress has been made towards the Debtors' reorganization, resulting in an agreement in principle among the Debtors, the Committee, and certain key creditor/investor groups -- Consenting Constituencies -- regarding the terms of a comprehensive and consensually negotiated restructuring plan. The Trustee and the Subsidiary Debtors have filed a "Motion For Interim And Final Orders (I)(A) Authorizing Debtors To Obtain Post-Petition Financing, (B) Granting Security Interests And/Or Super priority Administrative Expense Status; And (II) Granting Related," which describes the proposed Negotiated Restructuring and seeks court approval of financing to provide the Debtors with the financial wherewithal to carry out the Negotiated Restructuring. "However, the road to confirmation of a plan in a case of this magnitude involves numerous steps which must be meticulously followed so that the plan ultimately filed by the Trustee is both: (i) comprehensive in terms of addressing the unique intricacies of the Debtors' business and creditor body; and (ii) feasible so that it can satisfy the requirements for confirmation set forth in Sec. 1129 of the Bankruptcy Code. Thus, while there is an agreement in principle on a plan, financing must be approved by the Court for the Debtors' continued operations, and the agreement in principle reached by the parties must be translated into a plan of reorganization and disclosure statement," Mr. Moran said. Termination Bid John Gissas, Dean Vagnozzi and Frank Bice, and certain other parties sought termination of the Exclusivity Periods. KLI Investments, LP, Penumbr4 LLC, Penumbra Capital Life Settlement Fund - MMXA LLC, Penumbra Capital Fund - 2012 LLC, and Penumbra Fund III LLC, filed a joinder to the Motion to terminate exclusivity. Vida Capital Inc. also filed a joinder. Gissas et al. pointed out that (i) the exclusive period arising under section 1121 of the Bankruptcy Code, under which only a debtor may file a chapter 11 Plan, has expired in LPHI's case due to the appointment of the Trustee; and (ii) as the Trustee controls the Subsidiary Debtors, it is, therefore, unclear whether exclusivity continues in the Subsidiary Debtors' cases. Gissas et al. contend further that, because the Debtors' management has been displaced by the Trustee, cause exists to terminate exclusivity to allow them (Gissas et al.) to file a proposed Chapter 11 plan. Mr. Moran objected to the Termination Motions, saying they should be denied because (a) Section 1121 provides that for the first 120 days after the Subsidiary Petition Date, the Subsidiary Debtors have the exclusive right to file a plan; and (b) the Movants have wholly failed to establish cause to shorten or terminate this Exclusivity Period. The Official Committee of Unsecured Creditors also came to the Debtors' rescue. In an August filing, the Committee indicated that, based upon recent discussions with counsel to Gissas et al., the Committee understands that their potential "plan" is not presently feasible. The Committee also said terminating exclusivity would not promote the efficient and expeditious resolution of these estates, "because the Movants themselves acknowledge that they have no viable plan to propose." Vida Willing to File Own Plan Meanwhile, Vida believes that the best way to maximize value and protect the greatest number of parties is for the Trustee -- or another party in interest either alone or in tandem with other parties in interest, or in tandem with the Trustee or the Committee, or a combination thereof -- to promptly pursue expedited filing and consideration of a chapter 11 plan. Vida said the longer this case continues without a plan, the deeper the various factions will become entrenched in their respective positions, legal and other professional fees -- which are already in the millions of dollars -- will continue to mount, and the potential risk of policy defaults will increase. Vida provided to the Trustee a draft term sheet in August. Vida believes it is uniquely qualified to implement and execute on a chapter 11 plan for the Debtors. It declared in an August filing that it is prepared to file and seek confirmation of its own chapter 11 plan at the appropriate time. It also believes a joint plan with the Trustee and the Committee would be the most ideal situation. Vida was founded in mid-2009 with its principal equity investment coming from Austin Ventures, a prominent venture capital firm based in Austin, Texas. Vida is an asset manager focused on longevity-contingent assets, including life settlements, synthetic products, annuities, notes and structured settlements. Currently, Vida manages more than $350 million of investor capital through several investment vehicles with more than $1 billion in face value of insurance policies. Vida has closed on a number of transactions in the past that are similar to the situation presented in Life Partners' chapter 11 cases: -- Vida purchased the Universal Settlements International Inc. portfolio out of Canadian receivership through an auction process managed by Ernst & Young, and -- Vida purchased a substantial portion of the A&O Resources portfolio from the chapter 11 trustee. In re Life Fund 5.1, LLC, et al., Case No. 09-32672 (Bankr. N.D. Ill.) -- In 2010, Vida acquired Magna Life Settlements, Inc., a licensed Life Settlement Provider. Still No Plan? KLI Investments et al. argued in a September filing that extending exclusivity does nothing more than provide the Trustee with time not to build a "consensus" with Respondents and similarly-situated parties, but to try to wear them down by attrition. This is the antithesis of what Section 1121 was intended to promote, i.e. providing reasonable time to the debtor while avoiding having creditors held "hostage." Notwithstanding that the Motion to Terminate was filed three months ago, no plan has been proposed, and the Trustee now wants to control the process for at least another three months, KLI et al. pointed out. KLI et al. also argued that the delay in this process is not without cost. The Trustee admitted at the prior hearing that accrued administrative expenses (virtually all of which are work-in-progress professional fees) exceeded $7 million as of July 31, 2015 and that fees were accruing at the rate of over $1 million per month. The Trustee also admitted that the Debtors lacked the capital to finance the cases for anything more than a "short amount of time" and had no ability to pay the administrative expenses. The Trustee has said that not extending exclusivity would result in a "free-for-all." KLI et al. said this issue was discussed at the August 28 hearing. Contrary to the Trustee's apocalyptic view, and as previously argued, KLI said the cost to a plan proponent would effectively limit the potential number of competing plans. Moreover, instead of lengthening the process and increasing cost, allowing a plan (or plans) to be filed now would speed the current pace of the case and require that parties make up their minds now, instead of next spring. Other Objections to Extension Bid Stallings Family Limited Partnership, L.P. filed a limited objection to Mr. Moran's extension request. Stallings owns fractional interests in various individual insurance policies, with a significant face value and acquired at a significant cost. SFLP said the requested extension is too long. Any extension should be no more than a bridge period of two weeks, or until a ruling regarding the financing proposal, whichever is sooner. A limited extension allows this Court and the parties to take into account any ruling and development concerning the Debtors' financing proposal, according to Stallings. Advanced Life Settlement Portfolio 2011-1, LLC; Advanced Life Settlement Portfolio 2012-2, LLC; and Advanced Life Settlement Portfolio 2013-3, LLC -- owners of substantial interests in various life insurance policies -- also objected to the extension request. Advanced Life finds any extension of exclusivity, let alone the three months requested by the Debtors, too long and will do nothing but lock in further administrative costs and delays in this case, all while stripping away parties-in-interest's opportunity to consider one or more alternative plan proposals. "In fact, based on the Advanced Life Settlement Portfolios' understanding of the plan to be proposed by the Debtors, such does not appear confirmable over policy owners' objections," Advanced Life said. Counsel for KLI Investments, LP, Penumbr4 LLC, Penumbra Capital Life Settlement Fund - MMXA LLC, Penumbra Capital Fund - 2012 LLC, and Penumbra Fund III LLC: Eric J. Taube, Esq. Mark C. Taylor, Esq. Taube Summers Harrison Taylor Meinzer Brown LLP 100 Congress Avenue, Suite 1800 Austin, TX 78701 Telephone: 512/472-5997 Telecopier: 512/472-5248 E-mail: etaube@taubesummers.com mtaylor@taubesummers.com Counsel for Vida Capital, Inc.: Jason S. Brookner, Esq. Gray Reed & McGraw, P.C. 1601 Elm Street, Suite 4600 | Dallas, TX 75201 Tel 469.320.6132 Fax 469.320.6894 E-mail: jbrookner@grayreed.com Counsel for Stallings Family Limited Partnership LP: David L. Swanson, Esq. Greg Lowry, Esq. LOCKE LORD LLP 2200 Ross Avenue, Suite 2200 Dallas, TX 75201-6776 Tel: 214-740-8000 Fax: 214-740-8800 Counsel to the Advanced Life Settlement Portfolios: Bryan L. Elwood, Esq. GREENBERG TRAURIG, LLP 2200 Ross Avenue, Suite 5200 Dallas, TX 75201 Telephone: (214) 665-3641 Facsimile: (214) 665-5941 E-mail: elwoodb@gtlaw.com Counsel for Chapter 11 Trustee H. Thomas Moran II and the Subsidiary Debtors: David M. Bennett, Esq. Richard B. Roper, Esq. Katharine Battaia Clark, Esq. Thompson & Knight LLP 1722 Routh Street, Suite 1500 Dallas, TX 75201 Telephone: 214/969-1700 Facsimile: 214/969-1751 E-mail: David.Bennett@tklaw.com Richard.Roper@tklaw.com Katie.Clark@tklaw.com About Life Partners Holdings Headquartered in Waco, Texas, Life Partners Holdings, Inc. -- http://www.lphi.com/-- is the parent company engaged in the secondary market for life insurance, commonly called "life settlements." Since its incorporation in 1991, Life Partners, Inc., has completed over 162,000 transactions for its worldwide client base of over 30,000 high net worth individuals and institutions in connection with the purchase of over 6,500 policies totaling over $3.2 billion in face value. LPHI is a publicly traded company incorporated in Texas and its common stock has been delisted from the NASDAQ (formerly trading under the symbol LPHI). Life Partners Holdings sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 15-40289) on Jan. 20, 2015. The case is assigned to Judge Russell F. Nelms. J. Robert Forshey, Esq., at Forshey & Prostok, LLP, serves as counsel to the Debtor. LPHI disclosed $2,406,137 in assets and $52,722,308 in liabilities as of the Chapter 11 filing. The official committee of unsecured creditors formed in the case tapped Munsch Hardt Kopf & Harr, P.C., as counsel. Tracy A. Bolt of BDO USA, LLP, was named as examiner for the Debtor's case. At the behest of the U.S. Securities and Exchange Commission, the U.S. Trustee, and the Creditors Committee, the Court ordered the appointment of a Chapter 11 trustee. On March 13, 2015, H. Thomas Moran II was appointed as Chapter 11 trustee in LPHI's case. The trustee is represented by Thompson & Knight LLP. The Chapter 11 trustee signed Chapter 11 bankruptcy petitions for LPHI's subsidiaries on May 19, 2015: Life Partners Inc. (Case No. 15-41995) and LPI Financial Services, Inc. (Case No. 15-41996). Life Partners is estimated to have $100 million to $500 million in assets and more than $1 billion in debt. LPI Financial estimated less than $50,000. LIGHTSQUARED INC: 2nd Cir. Grants Emergency Stay in Plan Appeal --------------------------------------------------------------- Kat Greene at Bankruptcy Law360 reported that the ex-chief executive officer of LightSquared Inc. bought some time for his appeal of the bankruptcy court's approval of the wireless startup's reorganization plan when the U.S. Court of Appeals for the Second Circuit on Oct. 2, 2015, granted an emergency stay in the case. Long a critic of the company's restructuring plan, Sanjiv Ahuja had lost his bid for a stay in July in district court when U.S. District Judge Katherine Forrest refused to put the restructuring plan on ice until after his appeal is decided. About LightSquared Inc. LightSquared Inc. and 19 of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 12-12080) on May 14, 2012, to resolve regulatory issues that have prevented it from building its coast-to-coast integrated satellite 4G wireless network. LightSquared had invested more than $4 billion to deploy an integrated satellite-terrestrial network. In February 2012, however, the U.S. Federal Communications Commission told LightSquared the agency would revoke a license to build out the network as it would interfere with global positioning systems used by the military and various industries. In March 2012, the Company's partner, Sprint, canceled a master services agreement. LightSquared's lenders deemed the termination of the Sprint agreement would trigger cross-defaults under LightSquared's prepetition credit agreements. LightSquared and its prepetition lenders attempted to negotiate a global restructuring that would provide LightSquared with liquidity and runway necessary to resolve its issues with the FCC. Despite working diligently and in good faith, however, LightSquared and the lenders were not able to consummate a global restructuring on terms acceptable to all interested parties. Lawyers at Milbank, Tweed, Hadley & McCloy LLP serve as counsel to the Debtors. Alvarez & Marsal North America, LLC, is the financial advisor. Kurtzman Carson Consultants LLC serves as claims and notice agent. * * * Bankruptcy Judge Shelley C. Chapman in late March 2015, approved LightSquared Inc.'s Chapter 11 reorganization plan. As previously reported by The Troubled Company Reporter, the Debtors, in December, filed a joint plan and disclosure statement, which contemplate, among other things, (A) new money investments by the New Investors in exchange for a combination of preferred and common equity, (B) the conversion of the Prepetition LP Facility Claims into new second lien debt obligations, (C) the repayment in full, in cash, of the Inc. Facility Prepetition Inc. Facility NonSubordinated Claims immediately following confirmation of the Plan, (D) the payment in full, in cash, of LightSquared's general unsecured claims, (E) the provision of $1.25 billion in new money working capital for the Reorganized Debtors, (F) the assumption of certain liabilities, (G) the resolution of all inter-Estate disputes, and (H) the contribution by Harbinger of the Harbinger Litigations. MEG ENERGY: Moody's Cuts Corporate Family Rating to 'B1' -------------------------------------------------------- Moody's Investors Service downgraded MEG Energy Corp.'s (MEG) Corporate Family Rating (CFR) to B1 from Ba3, Probability of Default Rating to B1-PD from Ba3-PD, secured bank credit facility rating to Ba2 from Ba1 and senior unsecured notes rating to B2 from B1. The Speculative Grade Liquidity Rating was raised to SGL-1 from SGL-2. The rating outlook remains stable. "The downgrade reflects the anticipated decline in MEG's cash flows in 2015 and 2016, which will result in weak cash flow based leverage metrics," said Paresh Chari, Moody's Analyst. "While we assume the company will be successful in selling its interest in the Access pipeline and reduce debt substantially, leverage would still be high, and more appropriately positioned at a B1 rating." Downgrades: Probability of Default Rating, Downgraded to B1-PD from Ba3-PD Corporate Family Rating, Downgraded to B1 from Ba3 Senior Secured Bank Credit Facility, Downgraded to Ba2(LGD2) from Ba1(LGD2) Senior Unsecured Regular Bond/Debenture, Downgraded to B2(LGD5) from B1(LGD5) Ratings Raised: Speculative Grade Liquidity Rating, Raised to SGL-1 from SGL-2 Ratings Withdrawn: Senior Secured Revolving Credit Facility due 2018, Withdrawn, previously rated Ba1(LGD2) Outlook Actions: Outlook, Remains Stable RATINGS RATIONALE MEG's B1 CFR reflects a high pro forma debt level and consequent weak leverage metrics, assuming the sale of its Access pipeline interest, and the exposure to volatile light/heavy differentials, as it produces bitumen. The rating also considers MEG's substantial reserves and land position in key productive areas of the Athabasca oil sands region. MEG's SAGD assets are best-in-class as evidenced by a favorable steam oil ratio (SOR) of 2.3 before the full implementation of RISER into Phase 2B that is expected to reduce SORs materially. The company also benefits from its 100% ownership of the Stonefell terminal. In accordance with our Loss Given Default (LGD) Methodology, the US$1.3 billion secured term loan is rated Ba2, two notches above the B1 CFR, reflecting the loss absorption cushion provided by the lower ranking unsecured notes. The US$750 million, US$800 million and the US$1 billion senior unsecured notes are rated B2, one notch below the CFR. We believe that the B2 rating on the senior unsecured notes is more appropriate than the B3 rating suggested by Moody's Loss Given Default Methodology based on our view of the value of the Access pipeline. The SGL-1 speculative grade liquidity rating reflects MEG's very good liquidity. As of June 30, 2015 MEG had C$438 million of cash. Combined with an undrawn US$2.5 billion revolver, which matures in 2019, MEG will have ample liquidity to cover Moody's expected negative free cash flow of about C$100 million from June 30, 2015 to September 30, 2016. MEG has no financial covenants and good sources of alternate liquidity through its ability to monetize assets or potentially joint venture its 100%-owned properties at Christina Lake or Surmont. The stable outlook reflects our view that leverage will improve in line with the B1 CFR following the Access pipeline sale and that production will remain around 80,000 bbls/d. The rating B1 CFR could be upgraded if production remained above 80,000 bbls/day and retained cash flow to debt was likely to rise above 20%. The rating B1 CFR could be downgraded if retained cash flow to debt was likely to remain below 10% or EBITDA to interest was to remain below 2x. MEG is a Calgary, Alberta based publicly-held SAGD oil sands company producing roughly 80,000 bbls/d of bitumen. MOLYCORP INC: Judge Rejects Bankruptcy Bonuses for Top Execs ------------------------------------------------------------ Steven Church, writing for Bloombeg News, reported that Molycorp Inc. lost a bid to pay as much as $2.9 million in bonuses to top managers when a judge rejected the plan saying it would simply keep them on the job with no motivation to help reorganize the bankrupt mining company. Mr. Church noted that bankruptcy judges give closer scrutiny to bonus programs for top executives than so-called retention plans for lower-level employees, but it is unusual for a judge to reject the request for executive incentive programs. According to the Bloomberg report, U.S. Bankruptcy Judge Christopher Sontchi questioned the logic in Molycorp's case. "All they have to do is file a report and hang around," Judge Sontchi said on Oct. 2 during a hearing in Wilmington, Delaware, the report related. Molycorp spent Oct. 1 putting on testimony trying to convince Judge Sontchi that seven managers were required to meet high standards in order to collect the bonuses, the report further related. The Troubled Company Reporter, citing BankruptcyLaw360, reported on Oct. 5, 2015, that one of the directors of Molycorp told Judge Sontchi that the Company's senior executives would be fairly compensated compared with industry standards under an up to $3 million incentive pay plan that is under fire from several corners in the case. During a full day of court proceedings in Wilmington, Molycorp director Brian Dolan testified during cross-examination, Law360 said. About Molycorp Molycorp Inc. -- http://www.molycorp.com/-- is a global rare earths and rare metals producer. Molycorp owns several prominent rare earth processing facilities around the world. It has a workforce of 2,530 employees at locations on three continents. Molycorp's Mountain Pass Rare Earth Facility in San Bernadino County, California, is home to one of the world's largest and richest deposits of rare earths. Molycorp has corporate offices in the United States, Canada and China. CEO Geoffrey R. Bedford, and other senior management members are located in Molycorp's corporate offices in Toronto, Canada. Other senior manageemnt members are located at its U.S. corporate headquarters in Greendwood Village, Colorado. Molycorp reported a net loss of $623 million in 2014, a net loss of $377 million in 2013 and a net loss of $475 million in 2012. As of March 31, 2015, the Company had $2.49 billion in total assets, $1.78 billion in total liabilities and $709 million in total stockholders' equity. Molycorp and its North American subsidiaries, together with certain of its non-operating subsidiaries outside of North America, filed Chapter 11 voluntary petitions in Delaware (Bankr. D. Del. Lead Case No. 15-11357) on June 25, 2015, after reaching agreement with a group of lenders on a financial restructuring. The Chapter 11 cases of Molycorp and 20 affiliated debts are pending before Judge Christopher S. Sontchi. The agreement provides for a financial restructuring of the Company's $1.7 billion in debt and provides up to $225 million in gross proceeds in new financing to support operations while the Company completes negotiations with creditors. The Company's operations outside of North America, with the exception of non-operating companies in Luxembourg and Barbados, are excluded from the filings. Molycorp Rare Metals (Oklahoma), LLC, with operations in Quapaw, Oklahoma, also is excluded from the filings as it is not 100% owned by the Company. Molycorp is being advised by the investment banking firm of Miller Buckfire & Co. and is receiving financial advice from AlixPartners, LLP. Jones Day and Young, Conaway, Stargatt & Taylor LLP act as legal counsel to the Company in this process. Prime Clerk serves as claims and noticing agent. Secured creditor Oaktree Capital Management L.P., consented to the use of cash collateral and to extend postpetition financing. On July 8, 2015, the U.S. trustee overseeing the Chapter 11 case of Molycorp Inc. appointed eight creditors of the company to serve on the official committee of unsecured creditors. NAVEX ACQUISITION: Plans to Raise Debt No Impact on Moody's Ratings ------------------------------------------------------------------- Moody's Investor Services said NAVEX Acquisition, LLC (B3; stable outlook) plans to raise $25 million of additional debt to pay a shareholder distribution to its owner Vista Equity Partners. The debt increase comprises an "add-on" to its existing second lien senior secured term loan under materially similar terms. The increased debt is credit negative as it raises NAVEX's LTM June 30, 2015 pro forma debt to EBITDA (Moody's adjusted) by about a half a turn, to approximately 8.0x. Currently leverage is very high for the B3 Corporate Family Rating category. NEWLEAD HOLDINGS: Announces Commercial Competency of MT Sofia ------------------------------------------------------------- NewLead Holdings Ltd. announced a review of the commercial competency of one of its bitumen tanker vessels, the MT Sofia since the vessel was delivered to NewLead's fleet. The Sofia is a 2008-built bitumen tanker vessel of 2,888 dwt and is one of the five bitumen tanker vessels that were delivered to NewLead's fleet during the fourth quarter of 2014. Since the end of November 2014, when NewLead took delivery of the Sofia, the vessel has been trading in the spot market under consecutive voyages. Previously, the Sofia has completed twelve different voyage charter agreements and fifteen different voyages and has transported approximately 29,175 metric tons of bitumen. Currently, the Sofia is performing its thirteenth voyage charter agreement while the Company has already agreed upon her following voyage charter, which is expected to commence at the end of July 2015, upon completion of its existing charter agreement. For the past nine months, the Sofia has been trading mainly in the Central and East Mediterranean and the Black Sea areas with the vessel loading in Greece and Italy and discharging in Greece, Roumania, Lebanon, Cyprus, Egypt, Turkey and Libya. Upon delivery of the Sofia to NewLead, the Company invested in the maintenance and improvement of the vessel's condition. NewLead improved the intake capacity of the vessel and the bunker consumption for steaming and heating that resulted from the installation of new equipment and the efforts of the crew on board the vessel. The improved condition and fuel efficiency of the vessel allowed for her vetting by principal oil major leading to enhanced attraction by reputable charterers. Mr. Michael Zolotas, chairman and chief executive officer of NewLead, stated, "Since NewLead took delivery of the five bitumen tanker vessels, the Company has managed to ensure a balance between spot voyages and time charter agreements to allow the Company to respond to and benefit from oil market reactions. Since the Sofia entered NewLead's fleet, the vessel has been constantly employed at competitive market rates while trading in demanding market regions that remain active." Mr. Zolotas added, "NewLead will continue to capitalize on opportunities that arise in the bitumen market, where oil major refineries, oil trading and road construction activity allow for opportunities, but at the same time, NewLead is also looking to grow its bitumen fleet further." NewLead has approximately 55.34% and 74.11% of its operating days covered for 2015 and 40% and 14.9% of its operating days covered for 2016 for its dry bulk and tanker vessels, respectively. A copy of the press release is available for free at: http://is.gd/sFsghF About NewLead Holdings Ltd. Based in Athina, Greece, NewLead Holdings Ltd. -- http://www.newleadholdings.com/-- is an international, vertically integrated shipping company that owns and manages product tankers and dry bulk vessels. NewLead currently controls 22 vessels, including six double-hull product tankers and 16 dry bulk vessels of which two are newbuildings. NewLead's common shares are traded under the symbol "NEWL" on the NASDAQ Global Select Market. Newlead reported a net loss attributable to the Company's shareholders of $100 million on $12.6 million of revenues for the year ended Dec. 31, 2014, compared to a net loss attributable to the Company's shareholders of $158 million on $7.34 million of revenues for the year ended Dec. 31, 2013. As of Dec. 31, 2014, the Company had $190 million in total assets, $300 million in total liabilities, and a $110 million total shareholders' deficit. Cherry Bekaert LLP, in Charlotte, North Carolina, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that the Company has incurred a net loss, has negative cash flows from operations, negative working capital, an accumulated deficit and has defaulted under its credit facility agreements resulting in all of its debt being reclassified to current liabilities all of which raise substantial doubt about its ability to continue as a going concern. NEWLEAD HOLDINGS: Announces Commercial Performance of MT Nepheli ---------------------------------------------------------------- NewLead Holdings Ltd. announced a review of the commercial performance of one of its bitumen tanker vessels, the MT Nepheli since the vessel was delivered to NewLead's fleet. The Nepheli is a 2009-built bitumen tanker vessel of 3,416 dwt and is one of the five bitumen tanker vessels that were delivered to NewLead's fleet in the fourth quarter of 2014. When NewLead took delivery of the Nepheli in November 2014, the vessel was already chartered-out on a time charter agreement for one year at a net rate of US $6,700 per day. The time charter contract was concluded at the end of July 2015 and from delivery of the vessel to NewLead until such time, 82,473.76 tons of asphalt were transported. Following the conclusion in July 2015, NewLead entered into a new time charter contract, in direct continuation of the prior contract, for a one year period at a gross rate of US $7,400 per day less 3.75% commission payable to third parties. The Nepheli will be principally trading in the Middle East area. Upon delivery of the Nepheli to NewLead in November 2014, the Company invested in the maintenance, improvement and upgrade of the vessel's condition. The vessel's improved technical condition allowed for an increase of approximately 5% in the vessel's cargo in-take capacity and a decrease in the fuel consumption for steaming and cargo heating, as well as an improvement of the speed and consumption of the vessel. Mr. Michael Zolotas, chairman and chief executive officer of NewLead, stated, "NewLead's investment in the improvement of the condition of the Nepheli enhanced the commercial performance and tradability of the vessel. Together with the oil major vettings, the Nepheli has been attracting reputable charterers' attention. Our decision to invest in the technical improvement of the vessel upon her delivery to NewLead is expected to enhance the cash flow of NewLead." Mr. Zolotas added, "The enhanced performance of the Nepheli in the time charter contract upon the delivery of the vessel to NewLead resulted in the renewal of the charter party agreement with improved terms. We will continue to capitalize on the commercial and technical expertise of NewLead which are fundamental in the bitumen market while aiming to expand the Company's fleet with modern bitumen vessels." NewLead has approximately 50% and 74.75% of its operating days covered for 2015 and 20% and 16.27% of its operating days covered for 2016 for its dry bulk and tanker vessels, respectively. A full-text copy of the press release is available for free at: http://is.gd/EB6f3o About NewLead Holdings Ltd. Based in Athina, Greece, NewLead Holdings Ltd. -- http://www.newleadholdings.com/-- is an international, vertically integrated shipping company that owns and manages product tankers and dry bulk vessels. NewLead currently controls 22 vessels, including six double-hull product tankers and 16 dry bulk vessels of which two are newbuildings. NewLead's common shares are traded under the symbol "NEWL" on the NASDAQ Global Select Market. Newlead reported a net loss attributable to the Company's shareholders of $100 million on $12.6 million of revenues for the year ended Dec. 31, 2014, compared to a net loss attributable to the Company's shareholders of $158 million on $7.34 million of revenues for the year ended Dec. 31, 2013. As of Dec. 31, 2014, the Company had $190 million in total assets, $300 million in total liabilities, and a $110 million total shareholders' deficit. Cherry Bekaert LLP, in Charlotte, North Carolina, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that the Company has incurred a net loss, has negative cash flows from operations, negative working capital, an accumulated deficit and has defaulted under its credit facility agreements resulting in all of its debt being reclassified to current liabilities all of which raise substantial doubt about its ability to continue as a going concern. NEWLEAD HOLDINGS: Announces Commercial Performance of MV Newlead ---------------------------------------------------------------- NewLead Holdings Ltd. announced a review of the commercial performance of the MV Newlead Venetico since Jan. 1, 2015. The Newlead Venetico is a 2012-built dry bulk eco-type Handysize vessel of 32,394 dwt and is one of the three dry bulk eco-type Handysize vessels that were delivered to NewLead's fleet during 2014. Since the beginning of 2015, the Newlead Venetico has been trading in the spot market and has already completed four charter party agreements. Initially, the vessel was trading in the Pacific area where she completed one voyage charter and one time charter trip. Thereafter, NewLead's management took a position to fix the vessel on a time charter trip from the Pacific to the Atlantic area where charter rates are most competitive. By the end of the third quarter of 2015, the Newlead Venetico is expected to have completed three time charter trips in the Atlantic area. The Newlead Venetico has transported approximately 84,200 metric tons of steel raw materials and 63,000 metric tons of grains. The vessel is expected to transport up to a maximum of 31,000 metric tons of steel raw materials by the end of the third quarter of 2015. Mr. Michael Zolotas, chairman and chief executive officer of NewLead, stated, "NewLead has managed to endure the historic distressing dry bulk market conditions by achieving a diversification not only of the employment but also of the geographical positioning of its dry bulk fleet. NewLead has ensured the positioning of its handysize dry bulk vessels not only in the Atlantic area where the rates are most competitive but also in the Pacific area to capture any opportunities in that market. NewLead has maintained a balanced employment strategy among long term period charters, spot employment and COAs." Mr. Zolotas, added, "NewLead constantly monitors the dry bulk market landscape as it acclimates with the global economy and trade outlook, as well as oil price trends. Our adaptive approach to chartering, as well as our operational flexibility, allows NewLead to be in a position to consider any long term charter party agreement at any time, provided the appropriate dry bulk market conditions develop." NewLead has approximately 38.60% and 73.95% of its operating days covered for 2015 and 20% and 16.27%of its operating days covered for 2016 for its dry bulk and tanker vessels, respectively. A copy of the press release is available for free at: http://is.gd/ec2xeX About NewLead Holdings Ltd. Based in Athina, Greece, NewLead Holdings Ltd. -- http://www.newleadholdings.com/-- is an international, vertically integrated shipping company that owns and manages product tankers and dry bulk vessels. NewLead currently controls 22 vessels, including six double-hull product tankers and 16 dry bulk vessels of which two are newbuildings. NewLead's common shares are traded under the symbol "NEWL" on the NASDAQ Global Select Market. Newlead reported a net loss attributable to the Company's shareholders of $100 million on $12.6 million of revenues for the year ended Dec. 31, 2014, compared to a net loss attributable to the Company's shareholders of $158 million on $7.34 million of revenues for the year ended Dec. 31, 2013. As of Dec. 31, 2014, the Company had $190 million in total assets, $300 million in total liabilities, and a $110 million total shareholders' deficit. Cherry Bekaert LLP, in Charlotte, North Carolina, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that the Company has incurred a net loss, has negative cash flows from operations, negative working capital, an accumulated deficit and has defaulted under its credit facility agreements resulting in all of its debt being reclassified to current liabilities all of which raise substantial doubt about its ability to continue as a going concern. NEWLEAD HOLDINGS: Cancels Purchase of Elk Valley Mine ----------------------------------------------------- NewLead Holdings Ltd. announced that the Company did not complete the agreement to acquire the ownership and leasehold interests of the Elk Valley mine and that it has not yet completed the acquisition of the title and excavation rights of the Five Mile mine, all as previously announced on Jan. 17, 2014. In addition, the Company did not complete the two coal supply contracts for the sale of coal to third parties, also as described in that announcement. With respect to the Elk Valley mine, the agreement to acquire the Tennessee Property (the Elk Valley mine) terminated and is of no further force or effect. More precisely, as disclosed in the aforementioned 20-F, the Company stated "we previously entered into an agreement to acquire ownership and leasehold interests, including rights, title, permits and leases to coal mines, to the Tennessee Property. However, as we were not able to obtain the necessary financing to satisfy its payment obligations under the purchase agreement for the Tennessee Property, we entered into an agreement, pursuant to which it was to be permitted to use the property through a one-year lease agreement. On June 7, 2013, due to a default under the lease agreement, we assigned all rights under the permits, mining contracts and other mining assets relating to the Tennessee Property back to the seller. As a result of the default, our agreement to acquire the Tennessee Property terminated and is of no further force or effect. We may be liable to the seller for damages or any amounts owed under the agreements; however, as of the date hereof, the seller has not initiated any actions against us based on such defaults." Furthermore, with respect to the Five Mile mine, although the purchase price for the Five Mile mine assets (including mineral rights, surface rights and mining permits and the title of land ownership of the Five Mile mine including the Andy Terminal Railroad) has been fully paid, the transfer of the Five Mile mine assets has yet to occur. Additionally, according to the Kentucky State mining regulators, upon the successful transfer of the Five Mile mine, it is a precondition to the transfer of the permits for the replacement of the reclamation bonds for the transfer of the Five Mile mine assets. Furthermore, the Company did not complete the two coal supply contracts for the sale of coal to third parties that was expected to generate $873.5 million of revenue. The Company was unable to complete such contracts due to the collapse of coal prices, as well as adverse coal market conditions, and also as a result that the coal was to be supplied not only from any coal produced from the mines the Company anticipated acquiring but also from third party mines and then supplied to the contracting parties. The projected revenue, though based on signed contracts, was at the very high end of the performance of the contacts. Specifically, New Lead JMEG LLC, the party under the supply contract and an affiliate of the Company, received notice of termination on one of the two coal supply contracts and the second coal supply contract orally terminated by both parties due to ongoing defaults by New Lead JMEG LLC under such agreement. More precisely, as disclosed in the aforementioned 20-F, the Company stated "In January and February 2013, New Lead JMEG LLC also entered into three Sale Purchase Agreements (the January 17, 2013 announcement refers to two of those three agreements) with two third parties to supply approximately $806.1 million of thermal coal, which were subject to a variation of 5-10% in agreed tonnage supply, located in Kentucky, USA. In May and July 2013, New Lead JMEG LLC received notices of termination on the two of those Sale Purchase Agreements to supply approximately $245.1 million of thermal coal to one of the third parties due to ongoing defaults by New Lead JMEG LLC under the agreements. The third Sale Purchase Agreement was orally terminated by both parties due to ongoing defaults by New Lead JMEG LLC under the agreement. As of August 30, 2013, the buyers of all three Sale Purchase Agreements have not initiated any actions against New Lead JMEG LLC based upon such defaults." In addition, with respect to the acquisition of the local coal mining management company, as previously announced on Jan. 17, 2013, the Company stated such acquisition "is subject to a number of terms and conditions" which included the completion of the acquisition of the Five Mile mine, with respect to which the Company stated "there is no assurance it will be consummated." Today, NewLead's coal business, consists of a coal preparation plant, which has entered into various coal processing agreements. However, there can be no assurance that we will be able to effectively manage those operations or expand those limited operations, or that any such operations will be successful now or in the future. About NewLead Holdings Ltd. Based in Athina, Greece, NewLead Holdings Ltd. -- http://www.newleadholdings.com/-- is an international, vertically integrated shipping company that owns and manages product tankers and dry bulk vessels. NewLead currently controls 22 vessels, including six double-hull product tankers and 16 dry bulk vessels of which two are newbuildings. NewLead's common shares are traded under the symbol "NEWL" on the NASDAQ Global Select Market. Newlead reported a net loss attributable to the Company's shareholders of $100 million on $12.6 million of revenues for the year ended Dec. 31, 2014, compared to a net loss attributable to the Company's shareholders of $158 million on $7.34 million of revenues for the year ended Dec. 31, 2013. As of Dec. 31, 2014, the Company had $190 million in total assets, $300 million in total liabilities, and a $110 million total shareholders' deficit. Cherry Bekaert LLP, in Charlotte, North Carolina, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that the Company has incurred a net loss, has negative cash flows from operations, negative working capital, an accumulated deficit and has defaulted under its credit facility agreements resulting in all of its debt being reclassified to current liabilities all of which raise substantial doubt about its ability to continue as a going concern. NEWLEAD HOLDINGS: Did Not Pursue Acquisition of Marrowbone Mine --------------------------------------------------------------- NewLead Holdings Ltd. announced that the Company did not complete the acquisition of the Marrowbone mine which the Company expected to finalize during the third quarter of 2013, as it had previously announced during such quarter. The Company did not proceed with the aforementioned acquisition due to a number of factors including a failure of the parties to reach acceptable definitive terms for such acquisition, the collapse of coal prices, as well as adverse coal market conditions especially with regard to the export and transportation of coal that continues today. The Company had previously disclosed in the Annual Report on Form 20-F for the year ended Dec. 31, 2013, filed with the Securities and Exchange Commission on May 9, 2014, under "Item 5: Operating and Financial Review and Prospects, Commodities Business", that there was no assurance that the ongoing discussions following the expiration of the exclusivity period for the acquisition of the Marrowbone mine would result in agreement for the acquisition of such mine or if such agreement was reached, whether the Company would be able to finance any such acquisition. About NewLead Holdings Ltd. Based in Athina, Greece, NewLead Holdings Ltd. -- http://www.newleadholdings.com/-- is an international, vertically integrated shipping company that owns and manages product tankers and dry bulk vessels. NewLead currently controls 22 vessels, including six double-hull product tankers and 16 dry bulk vessels of which two are newbuildings. NewLead's common shares are traded under the symbol "NEWL" on the NASDAQ Global Select Market. Newlead reported a net loss attributable to the Company's shareholders of $100 million on $12.6 million of revenues for the year ended Dec. 31, 2014, compared to a net loss attributable to the Company's shareholders of $158 million on $7.34 million of revenues for the year ended Dec. 31, 2013. As of Dec. 31, 2014, the Company had $190 million in total assets, $300 million in total liabilities, and a $110 million total shareholders' deficit. Cherry Bekaert LLP, in Charlotte, North Carolina, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that the Company has incurred a net loss, has negative cash flows from operations, negative working capital, an accumulated deficit and has defaulted under its credit facility agreements resulting in all of its debt being reclassified to current liabilities all of which raise substantial doubt about its ability to continue as a going concern. NEWLEAD HOLDINGS: Reports Commercial Performance of Newlead Albion ------------------------------------------------------------------ NewLead Holdings Ltd. announced a review of the commercial performance of the MV Newlead Albion since Jan. 1, 2015. The Newlead Albion is a 2012-built dry bulk eco-type Handysize vessel of 32,318 dwt and is one of the three dry bulk eco-type Handysize vessels that were delivered to NewLead's fleet during 2014. Since the beginning of 2015, the Newlead Albion has been trading principally on short term time charter contracts while the vessel completed one spot voyage at the beginning of 2015. As previously announced on June 30, 2015, the vessel is on a time charter contract for a minimum of two and a maximum of four months at the charterer's option. The Newlead Albion has been primarily trading in the Pacific Ocean area while trading is at charterer's option. Since Jan. 1, 2015, the vessel has transported 74,488.24 tons of dry bulk cargoes. Mr. Michael Zolotas, chairman and chief executive officer of NewLead, stated, "NewLead's diversified employment and geographical positioning strategy allows the Company to capture any chartering opportunities that arise in the dry bulk market while at the same time to preserve a balance between spot, time charter and COAs." Mr. Zolotas, added, "NewLead's commercial and operational flexibility permits for a positive commercial competency at a historic low dry bulk market. We believe in the dry bulk sector and will attempt to continue to grow our fleet with additional dry bulk Handysize vessels to allow for additional commercial flexibility." NewLead has approximately 48.6% and 76.67% of its operating days covered for 2015 and 20% and 16.27% of its operating days covered for 2016 for its dry bulk and tanker vessels, respectively. A full-text copy of the press release is available for free at: http://is.gd/VwgFh8 About NewLead Holdings Ltd. Based in Athina, Greece, NewLead Holdings Ltd. -- http://www.newleadholdings.com/-- is an international, vertically integrated shipping company that owns and manages product tankers and dry bulk vessels. NewLead currently controls 22 vessels, including six double-hull product tankers and 16 dry bulk vessels of which two are newbuildings. NewLead's common shares are traded under the symbol "NEWL" on the NASDAQ Global Select Market. Newlead reported a net loss attributable to the Company's shareholders of $100 million on $12.6 million of revenues for the year ended Dec. 31, 2014, compared to a net loss attributable to the Company's shareholders of $158 million on $7.34 million of revenues for the year ended Dec. 31, 2013. As of Dec. 31, 2014, the Company had $190 million in total assets, $300 million in total liabilities, and a $110 million total shareholders' deficit. Cherry Bekaert LLP, in Charlotte, North Carolina, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that the Company has incurred a net loss, has negative cash flows from operations, negative working capital, an accumulated deficit and has defaulted under its credit facility agreements resulting in all of its debt being reclassified to current liabilities all of which raise substantial doubt about its ability to continue as a going concern. NEWLEAD HOLDINGS: Supply Agreement with RAG Verkauf Canceled ------------------------------------------------------------ NewLead Holdings Ltd. announced that the Company did not complete the agreement to supply and deliver 1.48 million tons of steam coal to RAG Verkauf GmbH that was expected to generate $148 million of revenue, as such agreement was previously announced on Feb. 26, 2013. Specifically, New Lead JMEG LLC, the party under the supply contract and an affiliate of the Company, received notice of termination on the coal supply contract. More precisely, New Lead JMEG LLC also entered into three Sale Purchase Agreements with two third parties to supply approximately $806.1 million of thermal coal, which were subject to a variation of 5-10% in agreed tonnage supply, located in Kentucky, USA. In May and July 2013, New Lead JMEG LLC received notices of termination on the two of those Sale Purchase Agreements to supply approximately $245.1 million of thermal coal to one of the third parties due to ongoing defaults by New Lead JMEG LLC under the agreements. Furthermore, on March 12, 2014, NewLead, New Lead JMEG and the third party reached a settlement agreement pursuant to which the third party agreed to receive shares of the Company's common stock having a value at such time equal to the settlement amount of approximately US $704,000 in full and final satisfaction of the obligations under the coal supply contract. The Company issued the shares of common stock to the third party on March 26, 2014. The projected revenue, though based on the signed contract, was at the very high end of the performance of the contact. About NewLead Holdings Ltd. Based in Athina, Greece, NewLead Holdings Ltd. -- http://www.newleadholdings.com/-- is an international, vertically integrated shipping company that owns and manages product tankers and dry bulk vessels. NewLead currently controls 22 vessels, including six double-hull product tankers and 16 dry bulk vessels of which two are newbuildings. NewLead's common shares are traded under the symbol "NEWL" on the NASDAQ Global Select Market. Newlead reported a net loss attributable to the Company's shareholders of $100 million on $12.6 million of revenues for the year ended Dec. 31, 2014, compared to a net loss attributable to the Company's shareholders of $158 million on $7.34 million of revenues for the year ended Dec. 31, 2013. As of Dec. 31, 2014, the Company had $190 million in total assets, $300 million in total liabilities, and a $110 million total shareholders' deficit. Cherry Bekaert LLP, in Charlotte, North Carolina, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that the Company has incurred a net loss, has negative cash flows from operations, negative working capital, an accumulated deficit and has defaulted under its credit facility agreements resulting in all of its debt being reclassified to current liabilities all of which raise substantial doubt about its ability to continue as a going concern. NEWLEAD HOLDINGS: Terminates Supply Agreement with Encor Overseas ----------------------------------------------------------------- NewLead Holdings Ltd. said it did not complete the coal supply agreement requiring the Company to supply 720,000 metric tons of thermal coal to Encor Overseas Ltd., as such agreement was previously announced on Jan. 24, 2013. The Company terminated the supply contract as a result of a decline in coal prices and unfavorable market conditions. The supply agreement was subject to satisfactory completion of a trial shipment that was expected to be executed in the first quarter of 2013, which trial shipment was not completed due to the material collapse of coal prices and adverse market conditions in the coal industry at that time. As referenced in the "Risks Relating to Our Coal Business" in the Annual Reports on Form 20-F for the years ended Dec. 31, 2012, 2013 and 2014, the Company stated "Coal prices are subject to change and a substantial or extended decline in prices could materially and adversely affect our business, results of operations and financial position, the market prices for coal may be volatile and may depend upon factors beyond our control. Our profitability may be adversely affected if we are unable to sell any of the coal we have sourced under our supply arrangements at favorable prices or at all." About NewLead Holdings Ltd. Based in Athina, Greece, NewLead Holdings Ltd. -- http://www.newleadholdings.com/-- is an international, vertically integrated shipping company that owns and manages product tankers and dry bulk vessels. NewLead currently controls 22 vessels, including six double-hull product tankers and 16 dry bulk vessels of which two are newbuildings. NewLead's common shares are traded under the symbol "NEWL" on the NASDAQ Global Select Market. Newlead reported a net loss attributable to the Company's shareholders of $100 million on $12.6 million of revenues for the year ended Dec. 31, 2014, compared to a net loss attributable to the Company's shareholders of $158 million on $7.34 million of revenues for the year ended Dec. 31, 2013. As of Dec. 31, 2014, the Company had $190 million in total assets, $300 million in total liabilities, and a $110 million total shareholders' deficit. Cherry Bekaert LLP, in Charlotte, North Carolina, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that the Company has incurred a net loss, has negative cash flows from operations, negative working capital, an accumulated deficit and has defaulted under its credit facility agreements resulting in all of its debt being reclassified to current liabilities all of which raise substantial doubt about its ability to continue as a going concern. ORLANDO GATEWAY: Court Set to Hear Bid to Use Cash Collateral ------------------------------------------------------------- A U.S. bankruptcy court is set to hear a motion filed by Orlando Gateway Partners LLC to use the cash collateral of its secured creditors. The U.S. Bankruptcy Court for the Middle District of Florida will take up the motion at a hearing on October 8. Last month, the court issued an interim order that allowed the company to use the cash collateral of SummitBridge Nationals Investments IV LLC and other secured creditors until October 8. The creditors were granted "perfected post-petition lien" against the collateral in exchange for allowing Orlando Gateway to use them to support its operations, according to the filing. About Orlando Gateway Nilhan Hospitality, LLC, owns approximately 15.75 acres of commercial real estate located near the Orlando International Airport on the West side of South Semoran Boulevard and North of the State Road 528/The Beachline Expressway. One parcel (approximately 7.27 acres) has been partially developed as and has two buildings located at 5463 Gateway Village Circle and 5475 Gateway Village Circle, which are approximately 15,000 square feet in size. Orlando Gateway Partners, LLC, owns approximately 47.95 acres of commercial real estate located near the Orlando International Airport on the West side of South Semoran Boulevard and North of the State Road 528/The Beachline Expressway. The property is comprised of four separate parcels, one parcel (approximately 17 acres) has been partially developed and a portion of it is leased to Sixt Rent-A-Car, LLC. The second parcel (approximately .14 acres) is rented to Clear Channel Worldwide and contains a billboard. The remaining two parcels (approximately 10.75 and 20.10 acres respectively) are vacant. Nilhan Hospitality and Orlando Gateway and related entities have been involved in extensive litigation with Good Gateway, LLC, SEG Gateway, LLC and other parties since 2009. In October 2014, separate judgments were entered in favor of SEG and Good Gateway. To prevent the assets from being sold at judicial foreclosure sales, Nilhan Hospitality and Orlando Gateway Partners commenced Chapter 11 bankruptcy cases (Bankr. M.D. Fla. Case No.15-03447 and 15-03448, respectively) in Orlando, Florida on April 20, 2015. Chittranjan "Chuck" Thakkar owns 70% of the Nilhan's outstanding membership interests, and indirectly owns and controls OGP. Thakkar, as manager, signed the bankruptcy petitions. Nilhan estimated $1 million to $10 million in assets and $10 million to $50 million in debt while Orlando Gateway estimated at least $10 million in assets and debt. The Debtors are represented by Kenneth D Herron, Jr., Esq., at Wolff, Hill, McFarlin & Herron, P.A. * * * The Debtors, with the consent of Good Gateway and SEG, have won from the Bankruptcy Court an order lifting the automatic stay to allow their appeals of the judgments to go forward. On June 8, 2015, the U.S. Trustee filed a motion to dismiss or convert to Chapter 7 the Debtors' bankruptcy cases. On June 15, 2015, the Good Gateway and SEG file a motion to appoint a Chapter 11 trustee for the Debtors. On June 16, 2015, the Debtors filed their Application to Retain Larry S. Hyman, CPA, as Restructuring Advisor and Chief Restructuring Officer. Following mediation, the parties agreed that (i) the Debtors would withdraw the Hyman Application; (ii) the Trustee motions would be withdrawn, and the (iii) the Debtors would file an application to employ Tery Soifer as CRO. On Aug. 12, 2015, the Court entered an order denying the motion to dismiss the Chapter 11 cases. The Court also entered an order terminating the Debtors' exclusive periods to propose a Chapter 11 plan as of July 31, 2015. Three competing plans have so far been filed in the Chapter 11 cases by: (1) the Debtors, (ii) Good Gateway and SEG, and (iii) secured creditor SummitBridge National Investments IV LLC. PATRIARCH PARTNERS: Investors Sue Owner, Funds Over Losses ---------------------------------------------------------- Peg Brickley, writing for Dow Jones' Daily Bankruptcy Review, reported that investors in Lynn Tilton's funds sued on Oct. 5 seeking damages for alleged fraudulent misrepresentation and concealment tied to her multi-billion dollar debt funds. According to the report, Norddeutsche Landesbank Girozentrale and Hannover Funding Co. LLC took action in state court in New York, seeking damages from Ms. Tilton, her Patriarch Partners LLC and related entities for allegedly misleading them into investing with the flamboyant financier. PATRIOT COAL: Federal Gov't. and States Balk at Chapter 11 Plan --------------------------------------------------------------- Daniel Siegal at Bankruptcy Law360 reported that the federal government, regulators in four states, creditors and environmental groups have all voiced their opposition to Patriot Coal Corp.'s latest Chapter 11 reorganization plan, ahead of the Oct. 5, 2015 hearing on the plan's approval. Patriot's plan would involve the sale of the majority of its operating mines to Blackhawk Mining LLC, which Patriot announced had won an auction as the stalking horse bidder, taking on unfunded Patriot Coal debt in exchange for debt securities. About Patriot Coal Patriot Coal Corporation is a producer and marketer of coal in the United States. Patriot and its subsidiaries control 1.4 billion tons of proven and probable coal reserves -- including owned and leased assets in the Central Appalachia basin (in West Virginia and Ohio) and Southern Illinois basin (in Kentucky and Illinois) and their operations consist of eight active mining complexes in West Virginia. Patriot Coal first sought Chapter 11 protection on July 9, 2012, and, on Dec. 18, 2013, won approval of its bankruptcy-exit plan from the U.S. Bankruptcy Court for the Eastern District of Missouri. The plan turned over most of the ownership of the company to bondholders that include New York hedge fund Knighthead Capital Management LLC. The linchpins of the plan were a global settlement among the Debtors, the United Mine Workers of America, and two third parties -- Peabody Energy Corporation and Arch Coal, Inc. -- and a commitment by a consortium of creditors, led by Knighthead, to backstop two rights offerings that funded the plan. Patriot Coal Corporation and its subsidiaries commenced new Chapter 11 cases (Bankr. E.D. Va. Lead Case No. 15-32450) in Richmond, Virginia, on May 12, 2015. The cases are assigned to Judge Keith L. Phillips. Patriot Coal estimated more than $1 billion in assets and debt. The Debtors tapped Kirkland & Ellis LLP as counsel; Kutak Rock L.L.P., as co-counsel; Centerview Partners LLC as investment bankers; Alvarez & Marsal North America, LLC, as restructuring advisors; and Prime Clerk LLC, as claims and administrative agent. The U.S. trustee overseeing the Chapter 11 case of Patriot Coal Corp. appointed seven creditors of the company to serve on the official committee of unsecured creditors. The Committee is represented by Morrison & Foerster LLP as its counsel, and Tavenner & Beran, PLC, as its local counsel. Jefferies LLC serves as its investment banker. * * * Patriot Coal has filed with the Bankruptcy Court a letter of intent for a proposed sale of a substantial majority of its operating assets to Blackhawk Mining, LLC, as well as a motion outlining bidding procedures. Under the terms of the letter of intent, Blackhawk would issue to Patriot's secured lenders new debt securities totaling approximately $643 million plus Class B Units providing them an ownership stake in Blackhawk. In addition, Blackhawk would assume or replace surety bonds supporting reclamation and related liabilities associated with the purchased assets. PATRIOT COAL: Hillary Clinton Blasts Bankruptcy Plan ---------------------------------------------------- Amanda Becker, writing for Reuters, reported that U.S. Democratic presidential candidate Hillary Clinton said on Oct. 2 that a bankruptcy plan proposed by Patriot Coal Corp. is "outrageous and must be stopped" because it diverts money intended for coal miners' retirement benefits. "Patriot Coal is trying to take $18 million of the $22 million put aside for retired coal miners, wives and widows and use it to pay its lawyers instead," Clinton said in a statement provided exclusively to Reuters. "Ensuring healthcare and retirement security should be the first priority in a bankruptcy proceeding, not the last." According to Reuters, Clinton, who is running for the Democratic Party nomination for the November 2016 presidential race, was referring to workers at an Indiana mine that operated under an agreement between a Patriot subsidiary and the Aluminum Company of America. About Patriot Coal Patriot Coal Corporation is a producer and marketer of coal in the United States. Patriot and its subsidiaries control 1.4 billion tons of proven and probable coal reserves -- including owned and leased assets in the Central Appalachia basin (in West Virginia and Ohio) and Southern Illinois basin (in Kentucky and Illinois) and their operations consist of eight active mining complexes in West Virginia. Patriot Coal first sought Chapter 11 protection on July 9, 2012, and, on Dec. 18, 2013, won approval of its bankruptcy-exit plan from the U.S. Bankruptcy Court for the Eastern District of Missouri. The plan turned over most of the ownership of the company to bondholders that include New York hedge fund Knighthead Capital Management LLC. The linchpins of the plan were a global settlement among the Debtors, the United Mine Workers of America, and two third parties -- Peabody Energy Corporation and Arch Coal, Inc. -- and a commitment by a consortium of creditors, led by Knighthead, to backstop two rights offerings that funded the plan. Patriot Coal Corporation and its subsidiaries commenced new Chapter 11 cases (Bankr. E.D. Va. Lead Case No. 15-32450) in Richmond, Virginia, on May 12, 2015. The cases are assigned to Judge Keith L. Phillips. Patriot Coal estimated more than $1 billion in assets and debt. The Debtors tapped Kirkland & Ellis LLP as counsel; Kutak Rock L.L.P., as co-counsel; Centerview Partners LLC as investment bankers; Alvarez & Marsal North America, LLC, as restructuring advisors; and Prime Clerk LLC, as claims and administrative agent. The U.S. trustee overseeing the Chapter 11 case of Patriot Coal Corp. appointed seven creditors of the company to serve on the official committee of unsecured creditors. The Committee is represented by Morrison & Foerster LLP as its counsel, and Tavenner & Beran, PLC, as its local counsel. Jefferies LLC serves as its investment banker. * * * Patriot Coal on Sept. 22, 2015, announced that, following a competitive auction, it is proceeding with a transaction to sell a substantial majority of its operating assets to Blackhawk Mining, LLC. PREMIER PEST: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: Premier Pest Management Inc. 42030 Koppernick Road, Suite 317 Canton, MI 48187 Case No.: 15-54531 Nature of Business: Pest Control Company Chapter 11 Petition Date: October 2, 2015 Court: United States Bankruptcy Court Eastern District of Michigan (Detroit) Judge: Hon. Thomas J. Tucker Debtor's Counsel: Daniel P. Brent, Esq. THE BRENT LAW GROUP, PLLC 26545 Alden St. Madison Heights, MI 48071 Tel: (248) 291-7253 Email: dpbrent@brentlawgroup.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $50,000 to $100,000 The petition was signed by Charles McKlssack, Jr., president. The Debtor did not include a list of its largest unsecured creditors when it filed the petition. PROGRESSIVE PLUMBING: Allied World Suit Stayed Against Lawsons -------------------------------------------------------------- Judge Roy B. Dalton of the United States District Court for the Middle District of Florida, Orlando Division, ordered the stay of an action as to defendants William E. Lawson and Charlene H. Lawson for 60 days, ending on November 8, 2015. Judge Dalton also discharged the court's August 27 order to show cause why the action should not be dismissed for want of subject matter jurisdiction. On August 24, 2015, an action to enforce an indemnity agreement was initiated by Allied World Specialty Insurance Company. On August 27, 2015, the proceedings were stayed only as to defendants Progressive Plumbing, Inc., Gracious Living Design Center, Inc., and Progressive Plumbing Services, LLC, which were all involved in Chapter 11 bankruptcy proceedings. The court also issued a show cause order as to why the action should not be dismissed for want of subject matter jurisdiction. Allied World responded by alleging that the Lawsons are citizens of Florida, and given that Allied World is a citizen of Delaware and Connecticut and that all other non-debtor defendants are citizens of Florida, complete diversity exists. Thus, the court has subject matter jurisdiction. Allied World requested the court to stay the proceedings against the Lawsons, contending that the Lawsons are insiders of the debtor-defendant companies. Judge Dalton agreed that the interests of Allied World and the Lawsons would be best served by a limited stay, and granted Allied World's request for a 60-day stay as to the Lawsons. The judge also discharged the August 27 show cause order. The case is ALLIED WORLD SPECIALTY INSURANCE COMPANY, Plaintiff, v. PROGRESSIVE PLUMBING, INC.; LAWSON INVESTMENT GROUP, INC.; GRACIOUS LIVING DESIGN CENTER, INC.; CENTRAL FLORIDA SUPPLY, INC.; PROGRESSIVE PLUMBING SERVICES, LLC; WILLIAM E. LAWSON; and CHARLENE H. LAWSON, Defendants, CASE NO. 6:15-CV-1397-ORL-37TBS (M.D. Fla.). A full-text copy of Judge Dalton's September 9, 2015 order is available at http://is.gd/P3CMlCfrom Leagle.com. Allied World Specialty Insurance Company is represented by: Jonathan Philip Cohen, Esq. JONATHAN P. COHEN, P.A. 500 East Broward Blvd., Suite 1710 Fort Lauderdale, FL 3394 Tel: (954) 462-8850 Fax: (954) 848-2987 Affiliates Progressive Plumbing, Inc., Progressive Services, LLC, and Gracious Living Design Center, Inc., separately sought protection under Chapter 11 of the Bankruptcy Code on August 24, 2015, before the United States Bankruptcy Court for the Middle District of Florida (Orlando). Progressive Plumbing's case is Case No. 15-07275. The Debtors' Counsel is Roman V Hammes, Esq., in Orlando, Florida, and Michael A Nardella, Esq., at Nardella & Nardella, PLLC, in Orlando, Florida. RADIOSHACK CORP: Court Confirms Ch. 11 Liquidation Plan ------------------------------------------------------- Judge Brendan L. Shannon of the U.S. Bankruptcy Court for the District of Delaware, on Oct. 2, 2015, issued an order confirming the first amended joint plan of liquidation of RS Legacy Corporation, f/k/a Radioshack Corporation, and its debtor affiliates. The Debtors received four acceptances out of four votes from holders of Claims under Class 3 (SCP Secured Claims, with Class 3 claimants who voted in favor of the Plan holding claims in the amount of $151,380,555 for voting purposes, those acceptances being 100% in number and 100% in amount of all ballots received from holders of Class 3 Claims. The holder of Claims under Class 4 (IRS Claims) did not return a ballot, while the Debtors received 12 acceptances out of 14 votes from holders of Claims under Class 5 (Dark Store Claims), with Class 5 claimants who voted in favor of the Plan holding Claims in the amount of $30,168 for voting purposes, those acceptances being 85.71 percent in number and 92.18 percent in amount of all ballots received from holders of Class 5 Claims. The Debtors received 138 acceptances out of 156 votes from holders of Claims under Class 7 (2019 Note Claims), with Class 7 claimants who voted in favor of the Plan holding Claims in the amount of $157,393,000 for voting purposes, those acceptances being 88.46% in number and 99.75% in amount of all ballots received from holders of Class 7 Claims. Objections Resolved, Overruled Objections to the confirmation of the Plan and the adequacy of the Disclosure Statement were filed by (i) gift card holder Mark Haywood, (ii) Waste Management National Services, Inc., (iii) Gerald N. Rogan, (iv) the Texas Comptroller of Public Accounts, (v) the United States of America, (vi) Ab Initio Software, (vii) Wells Fargo Bank, N.A., (viii) Wells Fargo Bank, N.A., as directed trustee, (ix) Standard General L.P. and certain of its related parties, (x) The Commonwealth of Pennsylvania, Department of Revenue, (xi) the Official Committee of Unsecured Creditors, (xii) the plaintiffs in the consolidated class action styled In re 2014 Radioshack ERISA Litigation, Master File No. 4:14-cv-00959-O (N.D. Tex.), (xiii) NREA-TRC 700 LLC, and (ix) Zurich American Insurance Company. The objection of the Creditors' Committee has been resolved by agreement as a result of certain language that the Debtors have added to the Plan. The objections of Wells Fargo, as directed trustee, NREA-TRC, Pennsylvania, Zurich and the ERISA Plaintiffs have been resolved by agreement as a result of certain language that the Debtors added to the Plan Confirmation Order. The objections of Wells Fargo and Standard General have been resolved by a settlement stipulation. A full-text copy of the order approving the settlement with the SCP Parties is available at http://bankrupt.com/misc/RStsaord.pdf Numerous parties also filed informal objections, which were resolved by agreement as a result of certain language the Debtors added to the Plan Confirmation Order. A full-text copy of Judge Shannon's Plan Confirmation Order is available at http://bankrupt.com/misc/RSplanord1002.pdf A full-text copy of Judge Shannon's Findings of Fact and Conclusions of Law regarding confirmation of the Plan is available at http://bankrupt.com/misc/RSfindings1002.pdf About RadioShack Corporation Headquartered in Fort Worth, Texas, RadioShack is a retailer of mobile technology products and services, as well as products related to personal and home technology and power supply needs. RadioShack's retail network includes more than 4,300 company-operated stores in the United States, 270 company-operated stores in Mexico, and approximately 1,000 dealer and other outlets worldwide. RadioShack Corporation and affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 15-10197) on Feb. 5, 2015, disclosing total assets of $1.2 billion, versus total debt of $1.3 billion. David G. Heiman, Esq., Greg M. Gordon, Esq., Amanda M. Suzuki, Esq., Jonathan M. Fisher, Esq., Thomas A. Howley, Esq., and Paul M. Green, Esq., at Jones Day serve as the Debtors' bankruptcy counsel. David M. Fournier, Esq., Evelyn J. Meltzer, Esq., and John H. Schanne, II, Esq., at Pepper Hamilton LLP serve as co-counsel. Carlin Adrianopoli at FTI Consulting, Inc., is the Debtors' restructuring advisor. Maeva Group, LLC, is the Debtors' turnaround advisor. Lazard Freres & Co. LLC is the Debtors' investment banker. A&G Realty Partners is the Debtors' real estate advisor. Prime Clerk is the Debtors' claims and noticing agent. The Official Committee of Unsecured Creditors tapped Quinn Emanuel Urquhart & Sullivan, LLP and Cooley LLP as co-counsel, and Houlihan Lokey Capital, Inc., as financial advisor and investment banker. * * * After an auction in March 2015, the Debtors sold most of the assets to General Wireless, Inc., an entity formed by Standard General, L.P., for $150 million. The Debtors also sold Mexican assets to Office Depot de MÃ©xico, S.A. de C.V., for $31.8 million plus the assumption of debt. Regal Forest Holding Co. Ltd. bought the Debtors' intellectual property assets in Latin America for a purchase price of $5,000,000. In June 2015, the Debtors changed their name to RS Legacy Corporation, et al., following the sale of the Company's brand name and customer data to General Wireless. The bankruptcy judge on Sept. 30, 2015, agreed to confirm the RadioShack Corp. estate's liquidating plan. The centerpiece of the Plan is the resolution of various disputes among the Debtors, the Creditors' Committee and the SCP Secured Parties. RELATIVITY MEDIA: "Limitless" Team & Fox Home Might Object Sale --------------------------------------------------------------- David Lieberman at Deadline.com reports that "Limitless" writer Leslie Dixon and producer Scott Kroopf and Twentieth Century Fox Home Entertainment and FX might file objections to the terms of Relativity Media's planned sale. According to Deadline.com, Ms. Dixon and Mr. Kroopf are troubled by the Company's plan to include the film "Limitless" in the assets up for sale, and want assurance that a buyer would make good on two quarterly payments to them that the Company hasn't made. The "Limitless" team said that it might object to the sale if the agreement doesn't include the Company's individual obligations to the team, the report states. The report quoted Ms. Dixon and Mr. Kroopf as saying, "The 'Limitless' producers have not received anything that would establish that the stalking horse -- which is a special purpose entity with no track record -- will be able to perform the obligations involved in the producer agreements." The report says that the status of their deals is murky as a result of agreements the Company made with others including Manchester Library Co. Deadline.com relates that Fox Home said its complaint stems from its agreement to distribute Relativity films, including Act Of Valor. The report recalls that the Company transferred in 2012 the rights to some of the films to Manchester -- and the rights now could be assigned to a buyer. Citing Fox Home, the report adds that the distribution agreement might be left out of a sale, and if that happens then it "reserves the right to be further heard and assert a cure." According to the report, Fox Home claims that it has liens against the films, and might object if they're extinguished in a bankruptcy sale. About Relativity Fashion 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. On Aug. 7, 2015, the U.S. Trustee for Region 2 appointed seven creditors to serve on the Debtors' official committee of unsecured creditors. The creditors are Allied Advertising Limited Partnership, Carat USA Inc., Cinedigm Corp., Comen VFX LLC, Create Advertising Group LLC, NBC Universal, and Technicolor Inc. RELATIVITY MEDIA: Founder Inks Deal for Film Studio --------------------------------------------------- Tom Corrigan, writing for The Wall Street Journal, reported that investors including Ryan Kavanaugh, Relativity Media LLC's embattled founder and chief executive, have reached a deal to retake his bankrupt Hollywood studio, leaving the troubled company's TV unit in the hands of senior lenders, according to people familiar with the negotiations. According to the report, citing the people, Mr. Kavanaugh's investor group, which also includes supermarket mogul Ron Burkle, is getting Relativity's film and music units and its stakes in its sports and education divisions. The company intends to reorganize around its remaining holdings and hopes to emerge from bankruptcy by Oct. 20, the person said, the Journal related. As previously reported by The Troubled Company Reporter, an investor group composed of Anchorage Capital Group, L.L.C., Falcon Investment Advisors, LLC and Luxor Capital Group, LP on Oct. 4 disclosed that it has been declared the winning bidder for the Relativity Television business from the Chapter 11 estate of Relativity Media LLC via the bankruptcy auction process. Relativity has agreed to sell the television division, led by Tom Forman of Relativity, for $125 million. The TCR said Relativity will emerge post-Chapter 11 with only $30 million in debt, a significant library and its business units fully intact. The divisions include: Relativity Studios, Relativity Digital Studios, Madvine, Relativity Music, and the company's stake in Relativity EuropaCorp Distribution, Relativity Sports, and Relativity Education. All of Relativity's divisions will partner to create compelling original content and work closely with brands to navigate the ever-changing advertising landscape in both traditional and digital mediums. About Relativity Fashion 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. On August 7, 2015, the U.S. Trustee for Region 2 appointed seven creditors to serve on the Debtors' official committee of unsecured creditors. The creditors are Allied Advertising Limited Partnership, Carat USA Inc., Cinedigm Corp., Comen VFX LLC, Create Advertising Group LLC, NBC Universal, and Technicolor Inc. SABINE OIL: Committee May Retain Ropes & Gray as Bankr. Counsel --------------------------------------------------------------- The Official Committee of Unsecured Creditors of Sabine Oil & Gas Corporation and its debtor-affiliates sought and obtained permission from the Hon. Shelley C. Chapman of the U.S. Bankruptcy Court for the Southern District of New York to retain Ropes & Gray LLP as Committee counsel, nunc pro tunc to July 28, 2015. The Committee requires Ropes & Gray to: (a) consult with the Committee, the Debtors and the United States Trustee concerning the administration of these chapter 11 cases; (b) review, analyze and respond to pleadings filed with this Court by the Debtors and other parties in interest and to participate at hearings on such pleadings; (c) investigate the acts, conduct, assets, liabilities and financial condition of the Debtors, the operation of the Debtors' businesses and any matters relevant to these chapter 11 cases to the extent required by the Committee; (d) take all necessary action to protect the rights and interests of the Committee, including, but not limited to, in negotiations and preparation of documents relating to any plan of reorganization and disclosure statement; (e) represent the Committee in connection with the exercise of its powers and duties under the Bankruptcy Code and in connection with these chapter 11 cases; and (f) perform all other necessary legal services in connection with these chapter 11 cases. Ropes & Gray will be paid at these hourly rates: Mark R. Somerstein, Partner $1,160 Keith H. Wofford, Partner $1,070 D. Ross Martin, Partner $1,020 Brian Rooder, Associate $840 Andrew Devore, Associate $825 Kristina Alexander, Associate $725 Aaron Krieger, Associate $515 Meir Weinberg, Paralegal $240 La-Toya Graham, Paralegal $240 Ropes & Gray will also be reimbursed for reasonable out-of-pocket expenses incurred. Mark R. Somerstein, member of Ropes & Gray, 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. Ropes & Gray also intends to make a reasonable effort to comply with the U.S. Trustee's requests for information and additional disclosures as set forth in the Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. section 330 by Attorneys in Larger Chapter 11 Cases Effective as of November 1, 2013, both in connection with this application and the interim and final fee applications to be filed by Ropes & Gray in these chapter 11 cases. Ropes & Gray provided the following, in response to the request for additional information set forth in Paragraph D.1. of the Revised UST Guidelines: -- Ropes & Gray did not represent the Committee in the 12 months prepetition. Ropes & Gray has represented other committees in the 12 months prepetition in different bankruptcy cases and used the same billing rates in those cases. In addition, Ropes & Gray has, in the past three years, represented and currently represents asset management boutiques owned by The Bank of New York Mellon, N.A. (the "BoNY Boutiques") in connection with the formation and launch of certain hedge fund products and related regulatory work. Solely in connection with Ropes & Gray's representation of the BoNY Boutiques (and not in connection with any bankruptcy-related work), Ropes & Gray provides a small discount for its services. -- The Committee has approved Ropes & Gray's prospective budget and staffing plan for August through October 2015. Ropes & Gray can be reached at: Mark R. Somerstein, Esq. ROPES & GRAY LLP 1211 Avenue of the Americas New York, NY 10036-8704 Tel: (212) 596-9000 Fax: (212) 596-9090 E-mail: mark.somerstein@ropesgray.com About Sabine Oil & Gas Sabine Oil & Gas Corp. is an independent energy company engaged in the acquisition, production, exploration, and development of onshore oil and natural gas properties in the U.S. The Company's current operations are principally located in the Cotton Valley Sand and Haynesville Shale in East Texas, the Eagle Ford Shale in South Texas, the Granite Wash in the Texas Panhandle, and the North Louisiana Haynesville. The Company operates, or has joint working interests in, approximately 2,100 oil and gas production sites (approximately 1,800 operating and approximately 315 non-operating) and has approximately 165 full-time employees. Sabine Oil and its affiliated entities sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 15-11835) in Manhattan on July 15, 2015. The Debtors have engaged Kirkland & Ellis LLP and Kirkland & Ellis International LLP, as counsel; Lazard Freres & Co. LLC, as investment banker and Prime Clerk LLC as notice, claims and balloting agent. The Debtors also tapped Zolfo Cooper Management, LLC, to provide Jonathan A. Mitchell as CRO and other additional personnel. The U.S. Trustee for Region 2 appointed five creditors to serve on the official committee of unsecured creditors. The Committee is represented by Mark R. Somerstein, Esq., Keith H. Wofford, Esq., and D. Ross Martin, Esq., at Ropes & Gray LLP as their counsel. The Committee is also hiring Blackstone Advisory Partners L.P. as investment banker; and Berkeley Research Group, LLC as financial advisor. SABINE OIL: Court Approves Hiring of Kirkland & Ellis as Attorneys ------------------------------------------------------------------ Sabine Oil & Gas Corporation and its debtor-affiliates sought and obtained permission from the Hon. Shelley C. Chapman of the U.S. Bankruptcy Court for the Southern District of New York to employ Kirkland & Ellis LLP and Kirkland & Ellis International LLP as attorneys, nunc pro tunc to the July 15, 2015 petition date. The Debtors require Kirkland & Ellis to: (a) advise the Debtors with respect to their powers and duties as debtors in possession in the continued management and operation of their businesses and properties; (b) advise and consult on the conduct of these chapter 11 cases, including all of the legal and administrative requirements of operating in chapter 11; (c) attend meetings and negotiate with representatives of creditors and other parties in interest; (d) take all necessary actions to protect and preserve the Debtors' estates, including prosecuting actions on the Debtors' behalf, defending any action commenced against the Debtors, and representing the Debtors in negotiations concerning litigation in which the Debtors are involved, including objections to claims filed against the Debtors' estates; (e) prepare pleadings in connection with these chapter 11 cases, including motions, applications, answers, orders, reports, and papers necessary or otherwise beneficial to the administration of the Debtors' estates; (f) represent the Debtors in connection with obtaining authority to continue using cash collateral and post-petition financing; (g) advise the Debtors in connection with any potential sale of assets; (h) appear before the Court and any appellate courts to represent the interests of the Debtors' estates; (i) advise the Debtors regarding tax matters; (j) take any necessary action on behalf of the Debtors to negotiate, prepare, and obtain approval of a disclosure statement and confirmation of a chapter 11 plan and all documents related thereto; and (k) perform all other necessary legal services for the Debtors in connection with the prosecution of these chapter 11 cases, including: (i) analyzing the Debtors' leases and contracts and the assumption and assignment or rejection thereof; (ii) analyzing the validity of liens against the Debtors; and (iii) advising the Debtors on corporate and litigation matters. Kirkland & Ellis will be paid at these hourly rates: Partners $665-$1,375 Of Counsel $480-$1,245 Associates $480-$890 Paraprofessionals $170-$380 Kirkland & Ellis will also be reimbursed for reasonable out-of-pocket expenses incurred. On February 25, 2015, the Debtors paid $750,000 to Kirkland & Ellis, which, as stated in the Engagement Letter, constituted a "classic retainer". the Debtors paid to Kirkland & Ellis additional amounts totaling $10,675,991.71 in the aggregate. As stated in the Engagement Letter, the classic retainers are property of Kirkland & Ellis, are not held in a separate account, and were earned upon receipt, and, consequently, Kirkland & Ellis placed the amounts into its general cash account. Jonathan S. Henes, partner of Kirkland & Ellis, 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. Kirkland & Ellis also intends to make a reasonable effort to comply with the U.S. Trustee's requests for information and additional disclosures as set forth in the Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed Under 11 U.S.C. section 330 by Attorneys in Larger Chapter 11 Cases, effective as of November 1, 2013 (the "Revised UST Guidelines"), both in connection with the Application and the interim and final fee applications to be filed by Kirkland & Ellis in these chapter 11 cases. The following is provided in response to the request for additional information set forth in Paragraph D.1. of the Revised UST Guidelines: -- Kirkland & Ellis represented the Debtors during the six-month period before the Petition Date. -- The Debtors approved Kirkland & Ellis' budget and staffing plan for the period from the petition date through 120 days after the petition date. Kirkland & Ellis can be reached at: Jonathan S. Henes, Esq. KIRKLAND & ELLIS LLP 601 Lexington Avenue New York, NY 10022 Tel: (212) 446-4800 Fax: (212) 446-4900 About Sabine Oil & Gas Sabine Oil & Gas Corp. is an independent energy company engaged in the acquisition, production, exploration, and development of onshore oil and natural gas properties in the U.S. The Company's current operations are principally located in the Cotton Valley Sand and Haynesville Shale in East Texas, the Eagle Ford Shale in South Texas, the Granite Wash in the Texas Panhandle, and the North Louisiana Haynesville. The Company operates, or has joint working interests in, approximately 2,100 oil and gas production sites (approximately 1,800 operating and approximately 315 non-operating) and has approximately 165 full-time employees. Sabine Oil and its affiliated entities sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 15-11835) in Manhattan on July 15, 2015. The Debtors have engaged Kirkland & Ellis LLP and Kirkland & Ellis International LLP, as counsel; Lazard Freres & Co. LLC, as investment banker and Prime Clerk LLC as notice, claims and balloting agent. The Debtors also tapped Zolfo Cooper Management, LLC, to provide Jonathan A. Mitchell as CRO and other additional personnel. The U.S. Trustee for Region 2 appointed five creditors to serve on the official committee of unsecured creditors. The Committee is represented by Mark R. Somerstein, Esq., Keith H. Wofford, Esq., and D. Ross Martin, Esq., at Ropes & Gray LLP as their counsel. The Committee is also hiring Blackstone Advisory Partners L.P. as investment banker; and Berkeley Research Group, LLC as financial advisor. SABINE OIL: Court Okays Berkeley Research as Panel's Advisor ------------------------------------------------------------ The Official Committee of Unsecured Creditors of Sabine Oil & Gas Corporation and its debtor-affiliates sought and obtained permission from the Hon. Shelley C. Chapman of the U.S. Bankruptcy Court for the Southern District of New York to retain Berkeley Research Group, LLC as financial advisor, nunc pro tunc to July 28, 2015. The Committee requires Berkeley Research to: (a) advise and assist the Committee in its analysis and monitoring of the Debtors' and non-Debtor affiliates' 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 the use of cash collateral and unencumbered cash including segregation of cash as of the petition date and evaluation of the Debtors' proposed tracking protocol and monitoring thereof; (c) monitor and trace as necessary, cash receipts and disbursements to the appropriate source/asset and advise the Committee on issues related to the tracking of cash and tracing as necessary; (d) review the Debtors' 13-week cash flow forecast and underlying support and scrutinize cash receipts and disbursements on an on-going basis; (e) advise and assist the Committee and counsel in its review of the use of proceeds from hedge terminations; (f) advise and assist the Committee and counsel in its review of the pre-petition liens of the secured parties; (g) review the proposed payments of pre-petition expenses by the Debtors and perform procedures to ensure that the payments are appropriate; (h) develop a periodic monitoring report to enable the Committee to effectively evaluate the Debtors' performance and operating activities on an ongoing basis; (i) advise and assist the Committee and counsel in reviewing and evaluating any court motions, applications, or other forms of relief filed or to be filed by the Debtors, or any other parties-in-interest; (j) as needed, prepare alternative business projections of the Debtors' and the non-debtor affiliates' businesses; (k) work in coordination with Blackstone to evaluate the value of the Debtors' hydrocarbon reserves; (l) work in coordination with Blackstone to develop strategies to maximize recoveries from the Debtors' assets and advise and assist the Committee with respect to such strategies; (m) work in coordination with Blackstone to evaluate any asset sales proposed by the Debtors; (n) monitor the Debtors' claims management process, analyze claims including guarantee claims, priority claims and potential deficiency claims and summarize claims by entity; (o) advise and assist the Committee in evaluating the December 2014 business combination between Sabine Oil & Gas LLC and Forest Oil Corporation; (p) advise and assist the Committee in identifying and/or reviewing any asset sales or other pre-petition transactions, preference payments, fraudulent conveyances, and other potential causes of action that the Debtors' estates may hold against insiders and/or third parties; (q) analyze the Debtors' and non-Debtor affiliates' assets and analyze potential recoveries to creditor constituencies under various scenarios and prepare the associated recovery waterfall; (r) in coordination with Blackstone, review and provide analysis of any plan of reorganization and disclosure statement relating to the Debtors including, if applicable, the development and analysis of any plan of reorganization proposed by the Committee; (s) advise and assist the Committee in its assessment of the Debtors' employee needs and related costs including evaluation of any proposed KERP or KEIP plans; (t) analyze intercompany and/or related party transactions of the Debtors and non-Debtor affiliates; (u) advise and assist the Committee in the evaluation of the Debtors' contractual arrangements; (v) attend Committee meetings, court hearings, and auctions as may be required; (w) assist the Committee in the evaluation of the tax impact of any proposed transaction; (x) render such other general business consulting or assistance as the Committee or its counsel may deem necessary, consistent with the role of a financial advisor; and (y) perform other potential services, including: rendering expert testimony, issuing expert reports and or preparing litigation, valuation and forensic analyses that have not yet been identified but as may be requested from time to time by the Committee and its counsel. Berkeley Research will be paid at these hourly rates: Christopher Kearns $895 Mark Shankweiler $825 Rick Wright $595 Joe Wilkinson $550 David Gibert $325 James Geraghty $250 Managing Director $625-$895 Staff $200-$640 Support Staff $120-$200 Berkeley Research will also be reimbursed for reasonable out-of-pocket expenses incurred. Christopher J. Kearns, managing director of Berkeley Research, 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. Berkeley Research can be reached at: Christopher J. Kearns, Esq. BERKELEY RESEARCH GROUP, LLC 104 West 40th Street, 16th Floor New York, NY 10018 Tel: (212) 782-1409 E-mail: ckearns@thinkbrg.com About Sabine Oil & Gas Sabine Oil & Gas Corp. is an independent energy company engaged in the acquisition, production, exploration, and development of onshore oil and natural gas properties in the U.S. The Company's current operations are principally located in the Cotton Valley Sand and Haynesville Shale in East Texas, the Eagle Ford Shale in South Texas, the Granite Wash in the Texas Panhandle, and the North Louisiana Haynesville. The Company operates, or has joint working interests in, approximately 2,100 oil and gas production sites (approximately 1,800 operating and approximately 315 non-operating) and has approximately 165 full-time employees. Sabine Oil and its affiliated entities sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 15-11835) in Manhattan on July 15, 2015. The Debtors have engaged Kirkland & Ellis LLP and Kirkland & Ellis International LLP, as counsel; Lazard Freres & Co. LLC, as investment banker and Prime Clerk LLC as notice, claims and balloting agent. The Debtors also tapped Zolfo Cooper Management, LLC, to provide Jonathan A. Mitchell as CRO and other additional personnel. The U.S. Trustee for Region 2 appointed five creditors to serve on the official committee of unsecured creditors. The Committee is represented by Mark R. Somerstein, Esq., Keith H. Wofford, Esq., and D. Ross Martin, Esq., at Ropes & Gray LLP as their counsel. The Committee is also hiring Blackstone Advisory Partners L.P. as investment banker; and Berkeley Research Group, LLC as financial advisor. SABINE OIL: Court Okays Prime Clerk as Panel's Information Agent ---------------------------------------------------------------- The Official Committee of Unsecured Creditors of Sabine Oil & Gas Corporation and its debtor-affiliates sought and obtained permission from the Hon. Shelley C. Chapman of the U.S. Bankruptcy Court for the Southern District of New York to retain Prime Clerk LLC as information agent. The Court authorized the Committee to utilize Prime Clerk to assist the Committee in creating and maintaining, in accordance with the terms set forth in the fee schedule, the Committee Website. Prime Clerk will be paid at these hourly rates: Analyst $35-$50 Technology Consultant $80-$120 Consultant $95-$145 Senior Consultant $150-$170 Director $180-$195 Prime Clerk assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Prime Clerk can be reached at: PRIME CLERK LLC 830 3rd Ave New York, NY 10022 Tel: (212) 257-5450 About Sabine Oil & Gas Sabine Oil & Gas Corp. is an independent energy company engaged in the acquisition, production, exploration, and development of onshore oil and natural gas properties in the U.S. The Company's current operations are principally located in the Cotton Valley Sand and Haynesville Shale in East Texas, the Eagle Ford Shale in South Texas, the Granite Wash in the Texas Panhandle, and the North Louisiana Haynesville. The Company operates, or has joint working interests in, approximately 2,100 oil and gas production sites (approximately 1,800 operating and approximately 315 non-operating) and has approximately 165 full-time employees. Sabine Oil and its affiliated entities sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 15-11835) in Manhattan on July 15, 2015. The Debtors have engaged Kirkland & Ellis LLP and Kirkland & Ellis International LLP, as counsel; Lazard Freres & Co. LLC, as investment banker and Prime Clerk LLC as notice, claims and balloting agent. The Debtors also tapped Zolfo Cooper Management, LLC, to provide Jonathan A. Mitchell as CRO and other additional personnel. The U.S. Trustee for Region 2 appointed five creditors to serve on the official committee of unsecured creditors. The Committee is represented by Mark R. Somerstein, Esq., Keith H. Wofford, Esq., and D. Ross Martin, Esq., at Ropes & Gray LLP as their counsel. The Committee is also hiring Blackstone Advisory Partners L.P. as investment banker; and Berkeley Research Group, LLC as financial advisor. SANDIA DISTRIBUTORS: Files for Chapter 11 Protection ---------------------------------------------------- Coral Beach at The Packer reports that Raul Paez filed for Chapter 11 bankruptcy reorganization for his company, Sandia Distributors Inc., on Sept. 29, 2015, estimating its assets and debts at less than $50,000 each. A notice from the bankruptcy court clerk filed the same day states that the bankruptcy filing did not include all required documents. According to the notice, the missing documents include a list of creditors, lists of specific assets and debts and a statement of financial affairs of the business. The Packer relates that a meeting of creditors is scheduled for Nov. 12, 2015, while a case management is scheduled for Nov. 17, 2015. Headquartered in Nogales, Arizona, Sandia Distributors Inc. was founded by husband and wife Joan and Smoky Durniat in the 1960s as a watermelon shipper, but Raul Paez purchased the Company in the 1980s and expanded commodity offerings in recent years. SS DREAMBUILDERS: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: SS Dreambuilders LLC 211 10th St, Ste 303 Oakland, CA 94607 Case No.: 15-43052 Type of Business: Real Estate Chapter 11 Petition Date: October 4, 2015 Court: United States Bankruptcy Court Northern District of California (Oakland) Judge: Hon. Roger L. Efremsky Debtor's Counsel: Andrew A. Moher, Esq. MOHER LAW GROUP 101 California St. #2710 San Francisco, CA 94111 Tel: (619)269-6204 Email: amoher@moherlaw.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $1 million to $10 million The petition was signed by Sophie Han, managing member. The Debtor did not include a list of its largest unsecured creditors when it filed the petition. SUCAMPO PHARMACEUTICALS: Moody's Assigns B3 Corp. Family Rating --------------------------------------------------------------- Moody's Investors Service assigned first-time ratings to Sucampo Pharmaceuticals, Inc., including a B3 Corporate Family Rating, a B3-PD Probability of Default Rating, a B3 rating on the senior secured first-lien term loan, and a SGL-2 Speculative Grade Liquidity Rating. The rating outlook is stable. The proceeds of the debt offering, together with cash on hand, will be used to fund the acquisition of R-Tech Ueno (unrated) for approximately $278 million and to refinance Sucampo's existing debt. R-Tech Ueno is listed on the Tokyo Stock Exchange. Assignments: Issuer: Sucampo Pharmaceuticals, Inc. Corporate Family Rating, Assigned B3 Probability of Default Rating, Assigned B3-PD Speculative Grade Liquidity Rating, Assigned SGL-2 Senior Secured Bank Credit Facility, Assigned B3 (LGD3) Outlook Actions: Issuer: Sucampo Pharmaceuticals, Inc. Outlook, Assigned Stable RATINGS RATIONALE The B3 Corporate Family Rating reflects Sucampo's limited size and scale and its significant product concentration risk with essentially all sales derived from a single product. Sales of this product, Amitiza, will steadily grow globally based on growth in the prescription market for various forms of chronic constipation. High concentration risk exposes Sucampo to competitive pressures, as well as the threat of generic drugs. A patent settlement with Par Pharmaceuticals reduces the potential for a generic launch until 2021, but a patent challenge from Dr. Reddy's remains outstanding. The rating is supported by conservative financial leverage of approximately 3.5x debt/EBITDA pro-forma for the acquisition of R-Tech Ueno, including anticipated cost synergies. The company also has several pipeline assets which could increase the scale of the company in the long-term. The rating is constrained by Moody's expectations that acquisitions will be a cornerstone of Sucampo's growth strategy and are likely to result in higher debt levels. The outlook is stable, reflecting Moody's expectations for steady revenue and EBITDA growth, offset by continuing high concentration in Amitiza. Moody's could upgrade Sucampo's ratings if product diversity is improved such that Amitiza represents no more than 75% of revenue, if the patent challenge from Dr. Reddy's is resolved such that a near-term generic launch appears improbable, and if debt/EBITDA is sustained below 3.0 times. Conversely, Moody's could downgrade Sucampo's ratings if a generic launch of Amitiza appears likely within the next two-to-three years, if competitive pressures result in a declining sales trajectory, or if debt/EBITDA is sustained above 5.0 times. Headquartered in Bethesda, Maryland, Sucampo Pharmaceuticals, Inc. is a specialty pharmaceutical company with a primary focus on gastrointestinal disorders. Revenues for the 12 months ended June 30, 2015 were approximately $134 million. Sucampo is publicly traded but substantially-owned (nearly 50%) by insiders including the company founders. TRUMP ENTERTAINMENT: Has Until Dec. 3 to Remove Actions ------------------------------------------------------- The United States Bankruptcy Court for the District of Delaware, at the behest of Trump Entertainment Resorts, Inc., et. al., extended the deadline by which they may file notices of removal of claims and causes of actions, through and including December 3, 2015. The Debtors are parties to actions pending in the courts of certain states and federal districts. As of the Petition Date, the Debtors were parties to more than 900 actions. About Trump Entertainment Based in Atlantic City, New Jersey, Trump Entertainment Resorts Inc. (NASDAQ: TRMP) -- http://www.trumpcasinos.com/-- owns and operates three casino hotel properties in Atlantic City, New Jersey, which include Trump Taj Mahal Casino Resort, Trump Plaza Hotel and Casino, and Trump Marina Hotel Casino. The Company conducts gaming activities and provides customers with casino resort and entertainment. Donald Trump is a shareholder of the Company and, as its non- executive Chairman, is not involved in the daily operations of the Company. The Company is separate and distinct from Mr. Trump's privately held real estate and other holdings. Trump Entertainment Resorts, TCI 2 Holdings, LLC, and other affiliates filed for Chapter 11 protection on Feb. 17, 2009 (Bankr. D. N.J. Lead Case No. 09-13654). The Company tapped Charles A. Stanziale, Jr., Esq., at McCarter & English, LLP, as lead counsel, and Weil Gotshal & Manges as co-counsel. Ernst & Young LLP served as the Company's auditor and accountant and Lazard Freres & Co. LLC was the financial advisor. Garden City Group was the claims agent. The Company disclosed assets of $2,055,555,000 and debts of $1,737,726,000 as of Dec. 31, 2008. Trump Hotels & Casino Resorts, Inc., filed for Chapter 11 protection on Nov. 21, 2004 (Bankr. D. N.J. Case No. 04-46898 through 04-46925). Trump Hotels obtained the Court's confirmation of its Chapter 11 plan on April 5, 2005, and in May 2005, it exited from bankruptcy under the name Trump Entertainment Resorts Inc. US ARMY CADET: Files for Ch 11, Millersburg Property Sale Canceled ------------------------------------------------------------------ United States Army Cadet Corps, Inc., filed for Chapter 11 bankruptcy protection (Bankr. E.D. Ky. Case No. 15-51931) on Sept. 30, 2015, canceling the master commissioner's sale that was scheduled for Oct. 1, 2015, in Paris, Greg Kocher at Lexington Herald-Leader reports, citing Brian T Canupp, Esq., at Brian T. Canupp, P.S.C., the Company's bankruptcy counsel. Herald-Leader recalls that Bourbon Circuit Judge Paul Isaacs had ordered the Millersburg property -- 18 acres, gym, classroom buildings, dormitory space and dining hall appraised at $675,000 -- to be sold to pay Farmers Deposit Bank, after the Company defaulted on its loans. The report says that the Lender sued the Company, claiming that the Company had not made payments since August 2014 and seeking $535,188 plus interest. According to Herald-Leader, headmaster Jay Whitehead said on Sept. 30, 2015, that he is still trying to find an investor to keep the school running. The report quoted him as saying, "We've got more time to figure out what our options are. We've met with some people who had a history with MMI and who have an interest in keeping the facility going." Herald-Leader states that the school has been in receivership for two years after the state Attorney General's Office started conducting a probe on mismanagement claims. The Company's Forest Hill Military Academy shut its boarding school down in December 2014 due to low enrollment, the report adds. The Company estimated its assets at between $1 million and $10 million and liabilities at between $500,000 and $1 million. The petition was signed by Henry Watson, III, receiver, Bourbon Circuit Court. Headquartered in Millersburg, Kentucky, United States Army Cadet Corps, Inc. -- dba Army Cadets, 21st Century Scholarship Fund, Forest Hill Station, Army Cadet Exchange Service, Millersburg Military Institute, Aces Store, Military Adventures Camp, Forest Hill Military Academy, Forest Hill Station, Millersburg Military Academy, ACESSTORE.COM, International Association of Military Cadets, and American Military Cadet Corps -- is a school once known as Millersburg Military Institute, Kentucky's only military academy. The school opened in 1893. It owns what is now known as Forest Hill Military Academy in Bourbon County. VERCELL VANCE HOLDINGS: Case Summary & 3 Top Unsecured Creditors ---------------------------------------------------------------- Debtor: Vercell Vance Holdings, LLC 4711 S. Siwell Road Jackson, MS 39212 Case No.: 15-03074 Chapter 11 Petition Date: October 2, 2015 Court: United States Bankruptcy Court Southern District of Mississippi (Jackson-3 Divisional Office) Judge: Hon. Edward Ellington Debtor's Counsel: Craig M. Geno, Esq. LAW OFFICES OF CRAIG M. GENO, PLLC 587 Highland Colony Pkwy. Ridgeland, MS 39157 Tel: 601 427-0048 Fax: 601-427-0050 Email: cmgeno@cmgenolaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Vercell Vance, president. A list of the Debtor's three largest unsecured creditors is available for free at http://bankrupt.com/misc/mssb15-03074.pdf VORNADO REALTY: Fitch Affirms 'BB+ Preferred Stock Rating --------------------------------------------------------- Fitch Ratings has affirmed the ratings of Vornado Realty Trust (NYSE: VNO) and its operating partnership, Vornado Realty, L.P. (collectively, Vornado) with the Issuer Default Rating (IDR) at 'BBB'. The Rating Outlook is Stable. KEY RATING DRIVERS Vornado's ratings are supported by its high-quality portfolio of principally office assets in New York City and Washington, D.C. and street retail in Manhattan. The absolute and relative size of VNO's unencumbered pool provides exceptional contingent liquidity and largely offsets headline leverage and fixed-charge coverage metrics that are otherwise on the weaker end of the range for the 'BBB' IDR. The ratings affirmation acknowledges the effects that 220 Central Park South (220 CPS) will have on headline metrics over the rating horizon. 220 CPS TO WEAKEN HEADLINE METRICS Fitch expects VNO's leverage will increase over the next 12 to 36 months to around 8x as it incurs at least $824 million of incremental capital expenditures to complete the 220 CPS condominium development. However, with pre-sales of $1.4 billion (40% of the building) noted in the 10-Q dated June 30, 2015 and $1.6 billion per the 2Q15 earnings call and sufficient liquidity to complete the project (detailed below), Fitch views it as highly probable that Vornado will complete the development and realize significant cash proceeds that will allow it to restore leverage back to its traditional levels. Assuming the company closes on all existing units under contract, Fitch expects leverage would return to the mid 7x range. Selling the remaining units at current market values (implied total sales of $3.2 billion to $3.5 billion) would restore leverage back to the 6.5x - 7.5x range. VNO's 7.2x leverage for the trailing 12 months (TTM) ended June 30, 2015. Fitch recognizes that the ultimate amount and timing of proceeds depend on several macro (e.g. foreign currency values and commodity prices impacting foreign buyer demand for Manhattan real estate) and micro factors (e.g. cost inflation, construction delays, certainty of closing based on contracts for pre-sales) that are challenging to forecast. Fitch's 'BBB' rating assumes that VNO will continue to operate with leverage in the 6x-7.5x range on a normalized basis. Fitch defines leverage as total debt less readily available cash assuming $200 million of working capital requirements to recurring operating EBITDA including estimated recurring cash distributions from joint venture operations. EXCEPTIONAL CONTINGENT LIQUIDITY VIA UNENCUMBERED ASSETS The ratings are further supported by VNO's unencumbered property coverage of unsecured debt, which gives the company significant financial flexibility as a source of contingent liquidity. Consolidated unencumbered asset coverage of unsecured debt results in coverage of 9.5x on a net unsecured debt basis and 7.1x on a gross debt basis. The ratio is strong for the rating, particularly given the unencumbered Manhattan office and retail properties are highly sought after by secured lenders and foreign investors, resulting in stronger contingent liquidity relative to many asset classes. Fitch calculates unencumbered asset coverage as second-quarter 2015 unencumbered property EBITDA divided by a blended stressed capitalization rate of 7.4% divided by net unsecured debt. The strength of VNO's coverage ratio is driven by the quality of assets, the issuer's limited unsecured debt and the strategy of placing higher loan-to-value ratios on the properties that are encumbered. SIMPLIFICATION LARGELY COMPLETE; HIGH QUALITY PORTFOLIO REMAINS Over the past few years, VNO underwent a significant simplification. At present, VNO is focused on owning, operating and developing principally office assets in New York City and Washington, D.C. and street retail in Manhattan. For the second quarter 2015 (2Q15), New York office EBITDA totaled $169 million (42% of EBITDA), New York retail totaled $86 million (22%) and Washington, D.C. office totalled $75 million (19%). VNO's simplification was achieved through the sale of both non-core (e.g. The Merchandise Mart business excluding Chicago) and non-real estate assets (e.g. shares in J.C. Penney, Inc.). In 1Q15, VNO completed the spin-off of substantially all of its remaining shopping center and regional mall real estate into Urban Edge. Fitch does not expect any additional material transactions going forward but recognizes that certain non-core investments remain on the balance sheet adding some structural complexity (e.g. shares of Lexington Property Trust, operating partnership units of Pennsylvania REIT and Urban Edge and an equity interest with no carrying value or earnings implications in Toys 'R' Us, Inc.) Fitch's base case assumes same-store net operating income (SSNOI) growth of 1%-3% per year through 2017 assuming modest improvements in New York City office occupancy, continued strength in New York City retail leasing spreads and a stabilizing yet still weak market for Washington, D.C. office. VNO reported cash same-store EBITDA (a proxy for SSNOI) growth of 7.7%, 7.6% and 3.9% for its New York City portfolio in 2013, 2014 and year-to-date (YTD). Conversely, the Washington D.C. portfolio has experienced cash same-store EBITDA declines ranging from -2.3% to -9.8% across 2013, 2014 and YTD. The Washington, D.C. portfolio has been negatively affected by the Base Realignment and Closure statute (BRAC) and while the issuer believes the market may be bottoming, Fitch has tempered assumptions through 2017 of modest occupancy gains but continued negative leasing spreads. APPROPRIATE LIQUIDITY Fitch projects VNO will operate with appropriate liquidity through the projection period. Fitch estimates sources of liquidity cover uses by 1x for the period July 1, 2015 through Dec. 31, 2016 assuming no access to the capital markets despite the 220 CPS development and 1.7x assuming 80% of secured debt is refinanced. Fitch calculates liquidity coverage as sources (unrestricted cash of $516 million less $200 million for working capital purposes, $2.1 billion of availability under the $2.5 billion of revolving credit facilities, retained cash flow from operating activities) to uses (secured debt maturities, remaining development expenditures net of construction financing and recurring maintenance capital expenditures) pro forma for transactions announced subsequent to the end of 2Q15. VNO has the capacity to retain some operating cash flow after dividends. Fitch estimates VNO's dividends comprised 85%-90% of adjusted funds from operations (AFFO) in 2013, 2014 and YTD. WEAK FIXED CHARGE COVERAGE VNO's FCC has historically been weak for the 'BBB' rating. FCC was 1.7x for TTM ended June 30, 2015, in-line with past years and Fitch does not project a meaningful improvement through the projection period. FCC has traditionally been negatively influenced by the interest expense for the higher leverage, the issuer's use of preferred stock and the tenant improvement and leasing commissions associated with maintaining the portfolio. PREFERRED STOCK NOTCHING The two-notch differential between VNO's IDR and preferred stock rating is consistent with Fitch's criteria for corporate entities with an IDR of 'BBB'. Based on Fitch's research on 'Treatment and Notching of Hybrids in Nonfinancial Corporate and REIT Credit Analysis', available on Fitch's Web site at www.fitchratings.com, these preferred securities are deeply subordinated and have loss absorption elements that would likely result in poor recoveries in the event of a corporate default. STABLE OUTLOOK The Stable Rating Outlook is driven by Fitch's expectation that VNO's credit profile will maintain appropriate for the rating despite the anticipated temporary increase in leverage associated with 220 Central Park South and the continued headwinds associated with BRAC in the Washington, D.C. office portfolio. KEY ASSUMPTIONS Fitch's key assumptions within the rating case for VNO include: -- Operating fundamentals remain favorable with SSNOI growth in the low single digits; -- The 220 Central Park South development is completed on budget in 2018 with cash proceeds being recognized thereafter; -- The issuer will revert to its historical leverage and liquidity levels upon completion of the 220 Central Park South development; -- Secured debt maturities are refinanced for higher proceeds through 2017. RATING SENSITIVITIES The following factors could result in positive momentum in the ratings and/or Outlook: -- Fitch's expectation of leverage sustaining below 6.0x for several quarters (leverage was 7.3x as of June 30, 2015); -- Fitch's expectation of fixed-charge coverage sustaining above 2.5x for several consecutive quarters (coverage was 1.7x for the TTM ended June 30, 2015). Conversely, while the following factors may result in negative momentum in the ratings and/or Outlook, Fitch recognizes that leverage will likely exceed the sensitivities through the rating horizon as detailed above: -- Fitch's expectation of net debt to recurring operating EBITDA sustaining above 7.5x; -- Fitch's expectation of fixed-charge coverage sustaining below 1.8x; -- Fitch's expectation of a sustained liquidity coverage ratio below 1.0x. FULL LIST OF RATING ACTIONS Fitch has affirmed the following ratings: Vornado Realty Trust -- IDR at 'BBB'; -- Preferred stock at 'BB+. Vornado Realty, L.P. -- IDR at 'BBB'; -- Unsecured revolving credit facilities at 'BBB'; -- Senior unsecured notes at 'BBB'. WBH ENERGY: Modified First Amended Plan Declared Effective ---------------------------------------------------------- WBH Energy, LP, WBH Energy Partners LLC, and WBH Energy GP, LLC advised the U.S. Bankruptcy Court in Austin, Texas, that their modified First Amended Joint Plan of Reorganization became effective on Sept. 9, 2015. The modified Plan was confirmed by the Court on Sept. 4. Any proofs of Claim asserting Claims arising from the rejection of the Debtors' executory contracts and unexpired leases pursuant to the Plan or otherwise must be Filed no later than Oct. 9. Any proofs of Claim arising from the rejection of the Debtors' executory contracts or unexpired leases that are not timely Filed shall be disallowed automatically, forever barred from assertion, and shall not be enforceable against any Debtor or the Creditors’ Trust without the need for any objection by any Person or further notice to or action, order, or approval of the Bankruptcy Court, and any Claim arising out of the rejection of the executory contract or unexpired lease shall be deemed fully satisfied, released, and discharged, notwithstanding anything in the Schedules or a Proof of Claim to the contrary. All Holders of Administrative Claims, including substantial contribution claims (but not including Professional Fee Claims, claims for the expenses of the members of the Committee and the types of Administrative Claims outlined in sections 16.1.2, 16.1.3, or 16.1.4 of the Plan), must submit proofs of Administrative Claim on or before Oct. 9 or forever be barred from doing so. CL III, and all other parties in interest shall have thirty (30) days following the Administrative Claims Bar Date to review and file an objection to such Administrative Claims. All requests for payment of Administrative Claims by a governmental unit for taxes (and for interest and/or penalties related to such taxes) for any tax year or period, all or any portion of which occurs or falls within the period from and including the Petition Date through and including the Effective Date, and for which no bar date has otherwise been previously established, must be Filed and served on CL III and any other party specifically requesting a copy in writing on or before the later of (a) Oct. 9, 2015; and (b) 120 days following the Filing of the tax return for such taxes for such tax year or period with the applicable governmental unit. Any Holder of any such Claim that is required to File a request for payment of such taxes and does not File and properly serve such a claim by the applicable bar date shall be forever barred from asserting any such claim against the Debtors, CL III or their property, regardless of whether any such Claim is deemed to arise prior to, on, or subsequent to the Effective Date. Any interested party desiring to object to an Administrative Claim for taxes must File and serve its objection on counsel to the Debtors and the relevant taxing authority no later than 90 days after the taxing authority Files and serves its application. All final requests for compensation or reimbursement of professional fees pursuant to Bankruptcy Code sections 327, 328, 330, 331, 363, 503(b) or 1103 for services rendered to or on behalf of the applicable Debtors or the Committee prior to the Effective Date (other than substantial contribution claims under Bankruptcy Code section 503(b)(4)) must be Filed and served on the Master Service List no later than Oct. 9, 2015. Objections to applications of such Professionals or other entities for compensation or reimbursement of expenses must be Filed and served on the Debtors and their counsel and the requesting Professional or other entity no later than 30 days after the date on which the applicable application for compensation or reimbursement was served. As reported by the Troubled Company Reporter, U.S. Bankruptcy Judge H. Christopher Mott gave the thumbs-up to the companies' joint Chapter 11 plan of reorganization after finding that it complies with the "applicable provisions" of the Bankruptcy Code. A copy of Judge Mott's order is available without charge at http://is.gd/30W6uX The Plan divides claims against and interests in each of the companies into eight classes. Under the plan, priority claims will be paid in cash on the effective date of the plan or after they are allowed. CL III Funding's secured claim on account of the loan it provided to get the companies through bankruptcy will be "satisfied, compromised, settled, and released in full" in exchange for its credit bid. Senior secured creditors Orr Construction, Inc. and U.S. Energy Development Corp. will retain their liens against the assets that CL III Funding bought from the Texas oil company. USEDC earlier withdrew its bid to have its $11.4 million claim against the oil company temporarily allowed for purposes of voting on the restructuring plan. Meanwhile, general unsecured creditors will receive their pro rata share of so-called "creditors' trust assets," which include cash in the amount of $225,000 that WBH Energy will receive and those it will recover through avoidance actions. WBH Energy's official committee of unsecured creditors previously filed an objection to the plan in which it expressed concern that there won't be available funds to pay unsecured claims. The company settled the objection by agreeing that administrative claims will be paid from a reserve and not from the $225,000 it will receive and that CL III Funding won't receive a share of the trust assets. About WBH Energy WBH Energy Partners LLC (Bankr. W.D. Tex. Case No. 15-10004) and its affiliates -- WBH Energy, LP (Bankr. W.D. Tex. Case No. 15-10003) and WBH Energy GP, LLC (Bankr. W.D. Tex. Case No. 15-10005) separately filed for Chapter 11 bankruptcy protection on Jan. 4, 2015. The petitions were signed by Joseph S. Warnock, vice president. Judge Christopher Mott presides over WBH Energy, LP's case, while Judge Tony M. Davis presides over WBH Energy Partners' and WBH Energy GP's cases. William A. (Trey) Wood, III, Esq., at Bracewell & Giuliani LLP, serves as the Debtors' bankruptcy counsel. WBH Energy, LP, and WBH Energy Partners estimated their assets and liabilities at between $10 million and $50 million each. WBH Energy, LP disclosed $557,045 plus an unknown amount and $48,950,652 in liabilities as of the Chapter 11 filing. WBH Energy GP estimated its assets at up to $50,000, and its liabilities at between $10 million and $50 million. The U.S. Trustee for Region 7 appointed seven creditors to serve On the official committee of unsecured creditors. WBH ENERGY: Sale to CL III Funding Has Closed --------------------------------------------- WBH Energy, LP, WBH Energy Partners LLC and WBH Energy GP, LLC advised the U.S. Bankruptcy Court in Austin, Texas, that the sale of the assets of WBH Energy, LP and WBH Energy Partners LLC has closed, and the sale transaction has become effective. WBH Energy, LP and WBH Energy Partners sold their property to CL III Funding Holding Company, LLC. The closing of the Sale occurred on Sept. 9, 2015. The effective date of the Sale is deemed to be Sept. 1, 2015. As reported by the Troubled Company Reporter, U.S. Bankruptcy Judge H. Christopher Mott allowed the sale of the oil and gas properties owned by the Texas oil company and its affiliates WBH Energy Partners, LLC and WBH Energy GP, LLC. The companies will also sell their personal properties to the secured creditor, according to the court filing. A copy of the court order is available without charge at http://is.gd/2ruXVK CL III Funding purchased the properties by use of a so-called credit bid. It also was slated to pay WBH Energy $225,000 in cash at the closing of the sale. The properties were supposed to be sold at auction in August, with CL III Funding serving as stalking horse bidder. The Debtors cancelled the auction after failing to receive "qualified bids" from other companies, court filings show. Certain parties challenged the sale, including Orr Construction, Inc., U.S. Energy Development Corporation and Inwell II, LLC d/b/a Inwell, LLC. The objectors sought adequate provision for payment of their respective claims. In response, the Debtors said the the sale order would provide that sale would be subject to all valid senior liens that have not been paid in cash or have not had a cash escrow established on their behalf. The Bankruptcy Court on Aug. 18, 2015, approved a Settlement and Compromise among the Debtors, CL III Funding, U.S. Energy Development Corporation and certain Settling Lien Claimants. The Debtors are represented by: William A. (Trey) Wood III. Esq. Jason G. Cohen, Esq. BRACEWELL & GIULIANI LLP 711 Louisiana, Suite 2300 Houston, TX 77002 Tel: (713) 223-2300 Fax: (713) 221-1212 Email: Jason.Cohen@bgllp.com Trey.Wood@bgllp.com About WBH Energy WBH Energy Partners LLC (Bankr. W.D. Tex. Case No. 15-10004) and its affiliates -- WBH Energy, LP (Bankr. W.D. Tex. Case No. 15-10003) and WBH Energy GP, LLC (Bankr. W.D. Tex. Case No. 15-10005) separately filed for Chapter 11 bankruptcy protection on Jan. 4, 2015. The petitions were signed by Joseph S. Warnock, vice president. Judge Christopher Mott presides over WBH Energy, LP's case, while Judge Tony M. Davis presides over WBH Energy Partners' and WBH Energy GP's cases. William A. (Trey) Wood, III, Esq., at Bracewell & Giuliani LLP, serves as the Debtors' bankruptcy counsel. WBH Energy, LP, and WBH Energy Partners estimated their assets and liabilities at between $10 million and $50 million each. WBH Energy, LP disclosed $557,045 plus an unknown amount and $48,950,652 in liabilities as of the Chapter 11 filing. WBH Energy GP estimated its assets at up to $50,000, and its liabilities at between $10 million and $50 million. The U.S. Trustee for Region 7 appointed seven creditors to serve On the official committee of unsecured creditors. WESTLAKE SERVICES: Must Refund $44MM to Customers ------------------------------------------------- Matt Pressberg at Bankruptcy Law360 reported that on Oct. 1, the Consumer Financial Protection Bureau announced it had ordered billionaire Don Hankey's auto finance company to refund $44.1 million to customers it alleges the company wronged through illegal debt collection tactics. In its statement announcing the enforcement action, the bureau said that it found that agents working for Mid-Wilshire's Westlake Services and its wholly-owned subsidiary, Wilshire Consumer Credit, which focus on the subprime lending market, committed violations including calling customers under false pretenses, threatening to have them prosecuted for nonpayment and disclosing debts to friends, family and employers. Among other tactics, the bureau said Westlake used a third-party service called Skip Tracy to generate phony caller ID numbers that identified its collection agents as calling from a flower shop or pizza restaurant. "There's no excuse for lying to your customers, and today's action will provide millions of dollars in relief for borrowers caught up in Westlake and Wilshire's deception," CFPB Director Richard Cordray said in the statement. "Consumers struggling to pay their bills deserve to be treated with respect, not subjected to illegal threats and deceptive phone calls." In addition to the money it has been ordered to repay its customers, of which $25.8 million is to be in cash and the rest in balance reductions, the Westlake companies will also pay a $4.3 million civil penalty. Westlake executives declined to comment. WORLD MARKETING: Ch. 11 First Step Toward the End, Says President ----------------------------------------------------------------- World Marketing Chicago, LLC (Bankr. N.D. Ill. Case No. 15-32968), and affiliates World Marketing Atlanta, LLC (Bankr. N.D. Ill. Case No. 15-32975) and World Marketing Dallas, LLC (Bankr. N.D. Ill. Case No. 15-32977) filed for Chapter 11 bankruptcy protection on Sept. 28, 2015, each estimating their assets and liabilities at between $1 million and $10 million. The petitions were signed by Robert W. Kraft, authorized individual. The bankruptcy filing will likely be the first step toward the end of World Marketing Chicago, the company's President and Chief Operating Officer Tyrone Jeffcoat said in a statement. Ally Marotti at Crain's Chicago Business recalls that World Marketing Chicago filed for bankruptcy less than a year after Warren Buffett's newspaper division sold it to a group of investors in October 2014. Crain's quoted Mr. Jeffcoat as saying, "The group of investors who purchased World Marketing from Berkshire Hathaway almost a year ago had great expectations but was never able to achieve the momentum necessary to sustain the operation. The investment needed to operate the business fell short and the company ran out of money." Judge Timothy A. Barnes presides over the World Marketing Chicago case, Judge Jacqueline P. Cox presides over the World Marketing Atlanta case, and Judge Janet S. Baer presides over the World Marketing Dallas case. Jeffrey C Dan, Esq., at Crane Heyman Simon Wlch & Clar serves as the Debtors' bankruptcy counsel. Headquartered in Milwaukee, Wisconsin, World Marketing Chicago, LLC, offers marketing consulting and mailing services. WYNN RESORTS: Currently Holds Fitch's 'BB' Issuer Default Ratings ----------------------------------------------------------------- Fitch Ratings has assigned a 'BBB-/RR1' rating to Wynn Resorts (Macau) S.A.'s (WRM) $3.05 billion senior secured credit facility. WRM's current Issuer Default Rating (IDR) is 'BB', and its Rating Outlook is Stable. WRM's IDR is linked to the IDRs of the ultimate parent company Wynn Resorts Ltd (Wynn) and other rated subsidiaries including Wynn Macau Ltd, the Hong Kong listed parent of WRM. The new credit facility is made of a $2.3 billion term loan and a $750 million revolver, representing an increase of $550 million from the existing facility. The credit facility also includes a $1 billion accordion option. The maturity of the revolver has been extended to September 2020 from July 2017 and the maturity of the term loan to September 2021 from July 2018. The term loan will amortize at a rate of 2.5% to 7.33% per quarter with 50% of the loan due at maturity, which is about nine months before Wynn Resorts (Macau)'s gaming concession expiration in Macau (June 2022). The credit facility will be secured by the assets of, and equity interest in, WRM including the Wynn Palace subsidiary, Palo Real Estate Company Limited. The proceeds from the credit facility will be used to finance the development of WRM's $4.1 billion Wynn Palace, due to open March 2016, refinance the existing facility ($1.5 billion outstanding as of June 30, 2015), and provide additional liquidity to the consolidated Macau operations. The draw on the term loan increases WRM's debt by about $800 million. Pro forma gross leverage increases to 2.8x from 1.9x through the WRM credit facility and 4.5x from 3.5x through the unsecured notes at Wynn Macau Ltd (WRM does not guarantee the notes). The debt increase in Macau is in line with Fitch's prior forecasts, which assumed the Wynn Macau subsidiaries raising a total of $1.4 billion of debt in 2015 and no further debt raises in 2016. Fitch believes Wynn Palace is now fully funded, the need to draw on the Macau revolver will be limited and seeking commitments for the accordion will not be necessary to finish Wynn Palace. Fitch's base case forecast estimates WRM's gross leverage increasing to 4.2x by year-end 2015 and declining to 3.0x and 2.1x in 2016 and 2017, respectively, as Wynn Palace ramps ups. Wynn Macau Ltd's gross leverage in 2015, 2016, and 2017 is estimated by Fitch at 6.5x, 4.5x and 3.5x. Fitch estimates Wynn Macau's EBITDA after management fees and corporates expenses at approximately $600 million, $870 million and $950 million for 2015, 2016, and 2017, respectively. The credit facility's leverage based covenants include WRM level debt only and Fitch expects WRM to remain compliant with its covenants. Key Rating Drivers Wynn's liquidity is adequate with minimal debt maturities coming due in the near term and the company taking measures to shore up liquidity including cutting its parent level dividends and increasing its Macau credit facility. However, the pressure on EBITDA stemming from the operating pressure in Macau pushes Wynn's consolidated leverage ratios above Fitch's thresholds for 'BB' IDR over the next two to three years. After Wynn Everett opens in late 2018, Fitch expects Wynn's gross leverage to approach 5x, which is more consistent with the existing 'BB' IDR. At that time the company will have a major presence in a third gateway market and will solidify its position in Macau with a more mass market oriented property. Wynn's 'BB' IDR further takes into account the company's historical willingness to reduce shareholder friendly activity during operating downturns and its reluctance to overextend itself when bidding for new gaming licenses. Fitch forecasts Wynn's gross and net leverage to increase to roughly 9x and 7x, respectively, by the end of 2015 after borrowing to fund Wynn Everett and Wynn Palace development capex. Fitch calculated gross and net leverage ratios will start to moderate to around 8x and 6x towards the end of 2016, respectively, when Wynn Palace starts to ramp up. The leverage ratios will start to move closer to 5x and 4x, respectively, by late 2018 when Wynn Everett opens. (Fitch subtracts income attributable to minority interest and cash-based corporate expense from EBITDA when calculating leverage.) For Wynn, Fitch links the IDRs of the parent company and its subsidiaries reflecting strategic and organizational/capital structure considerations. The company's subsidiaries share branding and management plus the parent company can pull cash from the stronger, larger Asian subsidiaries (subject to the credit facility covenants) to support the weaker U.S. subsidiaries. Macau Outlook Fitch projects Macau's 2015 gaming revenues will decline 33%-34% on top of a 3% decline in 2014. On a sequential basis, gaming revenues may have found a bottom with monthly revenues coming in at around $2.2 billion or higher since June. September's revenue was closer to $2.1 billion but could potentially be explained by the normal lull before October's Golden Week, which started Oct. 1. Fitch's 2015 forecast assumes that the current volumes will be maintained and increase slightly after Studio City opens in late October. Fitch expects 2016 to be relatively flat. The positive impact from the increase in capacity related to Studio City, the March opening of Wynn Palace and second-half 2016 openings of MGM Cotai and Parisian will be offset by tough year-over-year comparisons through May 2016 and the weaker Yuan relative to Macau's Pataca. The risks operators face related to the new properties cannibalizing the existing ones and table allocations being less generous than what the operators have requested are partially mitigated by the operators' ability to shed development-related cost as their respective projects open. Specifically, operators' margins will get a boost from shifting the excess labor to their new properties once open. Fitch does not expect the recent stock market volatility in China to have a material impact on Macau's visitation. Fitch's sovereign analysts think that a mainland economic collapse is unlikely, despite this volatility. They add that the slowdown is led by investment rather than consumption, making it less dire than may appear for Macau, particularly for the mass segment. However, Fitch does expect a structural slowdown with sustained deceleration in the GDP growth. Macau's decision to loosen the transit visa restrictions should have some positive benefit and shows that Macau is willing to use levers it has to prop up its gaming-centric economy. Macau also took its foot off the gas with respect to implementing a full smoking ban and has said it will study the matter further before implementation. The long-term positive outlook for Macau remains intact as Fitch continues to believe that the APAC region is underpenetrated, at least as far a mass market is concerned. The pending infrastructure projects such as the bridge to Hong Kong and the light rail project, despite being delayed, should make Macau more accessible. For the new wave of developments Fitch expects subpar returns on investment (generally less than 10%) in the initial years but expects the returns to improve over time as the market pivots toward the mass segment and the infrastructure projects come online. KEY ASSUMPTIONS -- Wynn's consolidated revenues will decline by 24% in 2015 reflecting a 33% decline at Wynn Macau, and same-store revenues will grow by low-single digits thereafter. Wynn Palace will open March 2016 and Wynn Everett in late 2018. Fitch assumes $1.14 billion and $1.16 billion of incremental revenues from Wynn Palace (200 tables assumed) and Wynn Everett, respectively. -- Fitch estimates property EBITDA margins of about 30% for Wynn through the projection horizon. -- Wynn's corporate dividends will remain around $200 million per year until all projects open; Wynn Macau dividends will be $280 million in 2017-2019 with no Macau dividends in 2016; no other development capex will be undertaken; and there will be no resolution to the Okada lawsuit. RATING SENSITIVITIES Fitch may downgrade Wynn's IDR or revise the Outlook to Negative if Wynn increases its corporate dividends during the current development cycle absent a commensurate Macau recovery; if Macau weakness becomes more severe or persistent relative to Fitch's expectation; or if Wynn starts another major expansion project (e.g. Japan) where spending overlaps with the existing development pipeline. Gross leverage and net leverage sustaining above 5x and 4x, respectively, following the opening of Wynn Everett may also lead to negative rating pressure. There is low probability of positive rating pressure in the near to medium term absent a stronger than expected recovery in Macau. Longer-term, Fitch may consider a positive rating action when gross leverage starts to approach 4x and net leverage is below 4x. FULL LIST OF RATINGS Fitch currently rates Wynn as follows: Wynn Resorts, Limited -- IDR 'BB'; Outlook Stable. Wynn Las Vegas, LLC -- IDR 'BB'; Outlook Stable; -- Senior secured first mortgage notes 'BB+/RR2'; -- Senior unsecured notes 'BB/RR4'. Wynn America, LLC -- IDR 'BB'; Outlook Stable; -- Senior secured credit facility 'BB+/RR2'. Wynn Resorts (Macau), SA -- IDR at 'BB'; Outlook Stable; -- Senior secured credit facility 'BBB-/RR1'. Wynn Macau, Ltd -- IDR at 'BB'; Outlook Stable; -- Senior notes 'BB/RR4'. YRC WORLDWIDE: Presented at Deutsche Bank Conference ---------------------------------------------------- YRC Worldwide Inc. delivered a presentation at the Deutsche Bank Leveraged Finance Conference on Sept. 30, 2015. "YRCW is on much stronger footing as a result of reduced debt and increased earnings. This progress is being recognized by rating agencies as evidenced by the S&P upgrade," according to the Company. The Company also disclosed it has no near-term debt maturities. A copy of the slide show presentation is available for free at: http://is.gd/isTc0h About YRC Worldwide Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ: YRCW) -- http://www.yrcw.com/-- is a holding company that offers its customers a wide range of transportation services. These services include global, national and regional transportation as well as logistics. YRC Worldwide reported a net loss attributable to common shareholders of $85.8 million in 2014, a net loss attributable to common shareholders of $83.6 million in 2013 and a net loss attributable to common shareholders of $140.4 million in 2012. As of June 30, 2015, the Company had $1.9 billion in total assets, $2.4 billion in total liabilities and a $445.2 million total shareholders' deficit. * * * As reported by the TCR on Feb. 18, 2014, Moody's Investors Service had upgraded the Corporate Family Rating for YRC Worldwide Inc. ("YRCW") from Caa3 to B3, following the successful closing of its refinancing transactions. In the Aug. 11, 2015, TCR report, Standard & Poor's Ratings Services said that it has raised its corporate credit rating on Overland, Kan.-based less-than-truckload (LTL) trucking company YRC Worldwide Inc. to 'B-' from 'CCC+'. "The upgrade reflects YRC's earnings growth and improved liquidity position, along with our belief that gradual improvement in the company's operating performance will result in credit measures that are commensurate with the rating," said Standard & Poor's credit analyst Michael Durand. [*] 5th Circuit Stands by Dismissal of $50 Million FCA Suit ----------------------------------------------------------- Jacob Fischler at Bankruptcy Law360 reported that the U.S. Court of Appeals for the Fifth Circuit said on Oct. 2, 2015, it would not rehear a once-bankrupt whistleblower's appeal of a Texas federal judge's dismissal of a $50 million False Claims Act case against a U.S. Air Force contractor, likely queuing up a U.S. Supreme Court petition. In a single-page order, the Fifth Circuit said no judges on the original panel or any other active judges on the circuit voted to rehear the case. The original panel ruled in August that Johnny Ray Long had a financial motive to conceal the FCA. [*] Ch. 7 Debtor's Ignorance, Ineptitude Not Fraud, Judge Says -------------------------------------------------------------- Stephanie Cumings, writing for Bloomberg News, reported that numerous errors and omissions in bankruptcy filings don't always add up to fraud if you have a good excuse, a Utah court held Sept. 23. According to the report, Judge Robert J. Shelby agreed with the bankruptcy court that the debtor's various excuses for his numerous mistakes were at least good enough to prevent his discharge from being revoked. The debtor owed over $169,000 to J&R Investments, but his relationship to the creditor was slightly complicated by a failed marriage, the report related. The debtor received a discharge in December 2011, but roughly a year later, J&R sued to have the discharge revoked and pointed to several problems in the debtor's bankruptcy filings, including the debtor's failure to list the income from his own company, Freedom Storage, from the years 2009-2011, and the conflicted incomes listed in his filings with incomes listed in his tax returns, the report added. But the bankruptcy court found that these mistakes were due to "genuine ignorance, ineptitude, and confusion" rather than fraud. J&R appealed. "To succeed on a revocation claim, the statute requires a plaintiff to show that the debtor knowingly and fraudulently made a material false oath," the court said, the report related. The court, according to the report, said that J&R had the initial burden of showing a "reasonable inference" of fraud, at which point the debtor would be required to provide a "cogent explanation" for the mistakes. [*] Cohen Seglias Sues Stern & Eisenberg Over Failed Chapter 7 Bid ------------------------------------------------------------------ Dan Packel at Bankruptcy Law360 reported that Cohen Seglias Pallas Greenhall & Furman PC has sued Stern & Eisenberg PC in Pennsylvania state court, accusing the firm and a name partner of botching an involuntary bankruptcy proceeding and leaving it on the hook for $126,000 in attorneys' fees and costs. Philadelphia-based Cohen Seglias, which specializes in construction and related matters, said that attorney Steven Eisenberg drew it into the Chapter 7 petition against a former Cohen Seglias client who owed the firm for services, without sharing that he was representing another creditor. [*] Sen. Warren to Join Call to Alter Sales of Distressed Loan -------------------------------------------------------------- Matthew Goldstein, writing for The New York Times' DealBook, reported that housing advocates have attracted a prominent ally in their push to change the federal government’s policy of selling distressed mortgages at a discount to private equity firms and hedge funds. According to the report, Senator Elizabeth Warren, Democrat of Massachusetts, joined other lawmakers, advocates and community activists in a Washington rally to oppose the loan sale program. The senator called on the Department of Housing and Urban Development and the Federal Housing Finance Agency, the overseer of Freddie Mac and Fannie Mae, to make it easier for nonprofit organizations to bid for the bundles of distressed mortgages put up for auction, the DealBook related. The sale of distressed mortgages by HUD and the government-sponsored mortgage finance firms has been drawing growing criticism from housing advocates and lawyers in recent months, the DealBook noted. The critics are concerned that private buyers of distressed mortgages are moving too quickly to put borrowers into foreclosure instead of modifying the loan terms as housing officials had hoped, the DealBook said. [] Former Bankr. Judge Bennett Joins Bailey & Glasser's D.C. Office ------------------------------------------------------------------- Bailey & Glasser said former bankruptcy judge Thomas Bennett, who recently joined the firm, was featured in a Wall Street Journal article, "Alabama Bankruptcy Judge Retires From the Bench." Judge Bennett joined the firm as a partner in August and will work out of the Washington, D.C. office. Tom was appointed a U.S. Bankruptcy Judge for the Northern District of Alabama in June 1995 and Chief U.S. Bankruptcy Judge in January 2011. During his tenure, he presided over the Jefferson County, Alabama bankruptcy, the largest municipal bankruptcy ever filed, at the time, and second today only to Detroit's bankruptcy case. In 2013, he was inducted as a Fellow in the American College of Bankruptcy, for his professional excellence and exceptional contributions to the fields of bankruptcy and insolvency. Gail Sullivan at Bankruptcy Law360 reported that Judge Bennett will bring his expertise in municipal bankruptcy, mediation and complex commercial litigation. [] Moody's Says US Coal Industry Outlook Remains Dim ---------------------------------------------------- The outlook for the North American coal industry remains negative amid ongoing challenges for both metallurgical (met) and thermal coal, including declining coal consumption and low met coal prices, says Moody's Investors Service. The rating agency forecasts a roughly 10% year-over-year decline in the industry's EBITDA for 2016, following the 25% drop it anticipates for 2015, according to the report, "Coal Industry - North America: Lights Go Dim on Coal." "Spot coal prices remain weak across all US coal basins due to reduced consumption and low natural gas prices," said Anna Zubets-Anderson, a Moody's Vice President - Senior Analyst. "Unless there is a recovery, miners' profitability will continue to decline as higher-priced contracts roll-off." Coal production fell across all basins in 2015, with Appalachia seeing the greatest drop (12% to 237 short tons), according to the US Energy Information Administration. Moody's expects coal consumption to continue its decline as natural gas and renewables garner the growth in electricity generation. "Alongside pricing and consumption pressures, the Environmental Protection Agency's Clean Power Plan will also weigh on the industry as its implementation will direct new investment toward natural gas and renewables, exacerbating the decline in coal as a fuel source in the coming years," added Zubets-Anderson. Moody's expects coal's share of the fuel mix to decline toward 30% over the decade, compared with 39% in 2014. All US coal basins will remain under pressure, with the Illinois Basin likely to remain the most resilient to current market dynamics. Weak seaborne markets, particularly for metallurgical coal, will also continue to weigh on US producers. The reports says that recovery is unlikely over the next 12 months due to slowing Chinese demand and continuing weak global steel production. [^] Large Companies with Insolvent Balance Sheet ------------------------------------------------ Total Share- Total Total Holders' Working Assets Equity Capital Company Ticker ($MM) ($MM) ($MM) ------- ------ ------ -------- ------- ABSOLUTE SOFTWRE OU1 GR 149.9 (13.1) (8.1) ABSOLUTE SOFTWRE ALSWF US 149.9 (13.1) (8.1) ABSOLUTE SOFTWRE ABT CN 149.9 (13.1) (8.1) ADV MICRO DEVICE AMD* MM 3,381.0 (141.0) 1,052.0 ADVENT SOFTWARE ADVS US 424.8 (50.1) (110.8) AEROJET ROCKETDY GCY GR 1,898.1 (95.6) 143.6 AEROJET ROCKETDY AJRD US 1,898.1 (95.6) 143.6 AEROJET ROCKETDY GCY TH 1,898.1 (95.6) 143.6 AIR CANADA ADH2 GR 12,374.0 (388.0) (53.0) AIR CANADA ACEUR EU 12,374.0 (388.0) (53.0) AIR CANADA AC CN 12,374.0 (388.0) (53.0) AIR CANADA ACDVF US 12,374.0 (388.0) (53.0) AIR CANADA ADH2 TH 12,374.0 (388.0) (53.0) AK STEEL HLDG AKS* MM 4,335.4 (463.0) 863.4 AMER RESTAUR-LP ICTPU US 33.5 (4.0) (6.2) AMYLIN PHARMACEU AMLN US 1,998.7 (42.4) 263.0 ANGIE'S LIST INC 8AL GR 176.1 (21.6) (26.0) ANGIE'S LIST INC ANGI US 176.1 (21.6) (26.0) ANGIE'S LIST INC 8AL TH 176.1 (21.6) (26.0) ARIAD PHARM APS GR 543.0 (13.8) 209.9 ARIAD PHARM APS TH 543.0 (13.8) 209.9 ARIAD PHARM ARIAEUR EU 543.0 (13.8) 209.9 ARIAD PHARM ARIACHF EU 543.0 (13.8) 209.9 ARIAD PHARM ARIA SW 543.0 (13.8) 209.9 ARIAD PHARM ARIA US 543.0 (13.8) 209.9 ASPEN TECHNOLOGY AST GR 315.4 (48.5) (32.8) ASPEN TECHNOLOGY AZPN US 315.4 (48.5) (32.8) AUTOZONE INC AZO US 8,032.4 (1,643.2) (742.6) AUTOZONE INC AZ5 TH 8,032.4 (1,643.2) (742.6) AUTOZONE INC AZOEUR EU 8,032.4 (1,643.2) (742.6) AUTOZONE INC AZ5 GR 8,032.4 (1,643.2) (742.6) AUTOZONE INC AZ5 QT 8,032.4 (1,643.2) (742.6) AVID TECHNOLOGY AVID US 276.2 (338.1) (147.2) AVID TECHNOLOGY AVD GR 276.2 (338.1) (147.2) AVINTIV SPECIALT POLGA US 1,991.4 (3.9) 322.1 BARRACUDA NETWOR CUDAEUR EU 421.3 (26.4) 42.0 BARRACUDA NETWOR CUDA US 421.3 (26.4) 42.0 BARRACUDA NETWOR 7BM GR 421.3 (26.4) 42.0 BERRY PLASTICS G BERY US 5,011.0 (74.0) 634.0 BERRY PLASTICS G BP0 GR 5,011.0 (74.0) 634.0 BLUE BUFFALO PET B6B TH 459.5 (33.7) 258.1 BLUE BUFFALO PET B6B GR 459.5 (33.7) 258.1 BLUE BUFFALO PET BUFF US 459.5 (33.7) 258.1 BRINKER INTL EAT US 1,435.9 (78.5) (228.8) BRINKER INTL BKJ GR 1,435.9 (78.5) (228.8) BRP INC/CA-SUB V B15A GR 2,223.5 (31.1) 255.8 BRP INC/CA-SUB V BRPIF US 2,223.5 (31.1) 255.8 BRP INC/CA-SUB V DOO CN 2,223.5 (31.1) 255.8 BURLINGTON STORE BURL* MM 2,673.6 (40.6) 166.6 BURLINGTON STORE BUI GR 2,673.6 (40.6) 166.6 BURLINGTON STORE BURL US 2,673.6 (40.6) 166.6 CABLEVISION SY-A CVY GR 6,712.1 (4,951.2) 61.0 CABLEVISION SY-A CVC US 6,712.1 (4,951.2) 61.0 CABLEVISION SY-A CVY TH 6,712.1 (4,951.2) 61.0 CABLEVISION SY-A CVCEUR EU 6,712.1 (4,951.2) 61.0 CABLEVISION-W/I CVC-W US 6,712.1 (4,951.2) 61.0 CABLEVISION-W/I 8441293Q US 6,712.1 (4,951.2) 61.0 CAMBIUM LEARNING ABCD US 156.6 (75.1) (16.2) CASELLA WASTE CWST US 657.5 (18.9) (1.2) CASELLA WASTE WA3 GR 657.5 (18.9) (1.2) CEDAR FAIR LP 7CF GR 2,076.3 (3.5) (89.1) CEDAR FAIR LP FUN US 2,076.3 (3.5) (89.1) CENTENNIAL COMM CYCL US 1,480.9 (925.9) (52.1) CHARTER COM-A CHTR US 17,319.0 (31.0) (1,180.0) CHARTER COM-A CKZA TH 17,319.0 (31.0) (1,180.0) CHARTER COM-A CKZA GR 17,319.0 (31.0) (1,180.0) CHOICE HOTELS CHH US 702.6 (385.5) 195.9 CHOICE HOTELS CZH GR 702.6 (385.5) 195.9 CINCINNATI BELL CBB US 1,509.6 (403.5) (0.2) CLEAR CHANNEL-A CCO US 6,188.4 (263.3) 386.6 CLEAR CHANNEL-A C7C GR 6,188.4 (263.3) 386.6 CLIFFS NATURAL R CLF* MM 2,609.4 (1,740.2) 623.8 COLLEGIUM PHARMA COLL US 5.1 (12.2) (5.9) CORIUM INTERNATI 6CU GR 59.3 (5.4) 31.2 CORIUM INTERNATI CORI US 59.3 (5.4) 31.2 CRIUS ENERGY TRU KWH-U CN 307.3 (53.4) (69.5) CYAN INC CYNI US 112.1 (18.4) 56.9 CYAN INC YCN GR 112.1 (18.4) 56.9 DELEK LOGISTICS DKL US 352.0 (15.8) 5.5 DELEK LOGISTICS D6L GR 352.0 (15.8) 5.5 DIRECTV DTV US 25,321.0 (3,463.0) 1,360.0 DIRECTV DTV CI 25,321.0 (3,463.0) 1,360.0 DIRECTV DTVEUR EU 25,321.0 (3,463.0) 1,360.0 DOMINO'S PIZZA EZV GR 597.9 (1,245.7) 135.3 DOMINO'S PIZZA EZV TH 597.9 (1,245.7) 135.3 DOMINO'S PIZZA DPZ US 597.9 (1,245.7) 135.3 DUN & BRADSTREET DB5 GR 2,092.7 (1,217.9) (412.7) DUN & BRADSTREET DNB1EUR EU 2,092.7 (1,217.9) (412.7) DUN & BRADSTREET DB5 TH 2,092.7 (1,217.9) (412.7) DUN & BRADSTREET DNB US 2,092.7 (1,217.9) (412.7) DUNKIN' BRANDS G 2DB GR 3,358.7 (87.9) 269.5 DUNKIN' BRANDS G DNKN US 3,358.7 (87.9) 269.5 DUNKIN' BRANDS G 2DB TH 3,358.7 (87.9) 269.5 DURATA THERAPEUT DRTXEUR EU 82.1 (16.1) 11.7 DURATA THERAPEUT DTA GR 82.1 (16.1) 11.7 DURATA THERAPEUT DRTX US 82.1 (16.1) 11.7 EDGEN GROUP INC EDG US 883.8 (0.8) 409.2 ENERGIZER HOLDIN ENR US 1,117.1 (296.9) 316.4 EOS PETRO INC EOPT US 1.2 (25.4) (26.6) EXELIXIS INC EXELEUR EU 248.8 (188.2) 31.5 EXELIXIS INC EX9 TH 248.8 (188.2) 31.5 EXELIXIS INC EXEL US 248.8 (188.2) 31.5 EXELIXIS INC EX9 GR 248.8 (188.2) 31.5 EXTENDICARE INC EXE CN 2,167.5 (10.8) (47.7) EXTENDICARE INC EXETF US 2,167.5 (10.8) (47.7) FREESCALE SEMICO FSLEUR EU 3,165.0 (3,173.0) 1,257.0 FREESCALE SEMICO FSL US 3,165.0 (3,173.0) 1,257.0 FREESCALE SEMICO 1FS GR 3,165.0 (3,173.0) 1,257.0 FREESCALE SEMICO 1FS TH 3,165.0 (3,173.0) 1,257.0 GAMING AND LEISU 2GL GR 2,516.0 (135.8) 5.9 GAMING AND LEISU GLPI US 2,516.0 (135.8) 5.9 GARDA WRLD -CL A GW CN 1,531.1 (362.2) 56.2 GARTNER INC IT US 1,861.0 (170.2) (138.5) GARTNER INC GGRA GR 1,861.0 (170.2) (138.5) GENESIS HEALTHCA GEN US 6,103.4 (244.5) 228.5 GENESIS HEALTHCA SH11 GR 6,103.4 (244.5) 228.5 GENTIVA HEALTH GTIV US 1,225.2 (285.2) 130.0 GENTIVA HEALTH GHT GR 1,225.2 (285.2) 130.0 GLG PARTNERS INC GLG US 400.0 (285.6) 156.9 GLG PARTNERS-UTS GLG/U US 400.0 (285.6) 156.9 GOLD RESERVE INC GRZ CN 16.3 (28.8) (39.0) GRAHAM PACKAGING GRM US 2,947.5 (520.8) 298.5 GYMBOREE CORP/TH GYMB US 1,243.7 (378.0) 32.7 HCA HOLDINGS INC HCAEUR EU 31,710.0 (5,955.0) 2,983.0 HCA HOLDINGS INC HCA US 31,710.0 (5,955.0) 2,983.0 HCA HOLDINGS INC 2BH GR 31,710.0 (5,955.0) 2,983.0 HCA HOLDINGS INC 2BH TH 31,710.0 (5,955.0) 2,983.0 HD SUPPLY HOLDIN HDS US 6,505.0 (393.0) 1,466.0 HD SUPPLY HOLDIN 5HD GR 6,505.0 (393.0) 1,466.0 HERBALIFE LTD HOO GR 2,415.1 (196.4) 363.2 HERBALIFE LTD HLF US 2,415.1 (196.4) 363.2 HERBALIFE LTD HLFEUR EU 2,415.1 (196.4) 363.2 HOVNANIAN-A-WI HOV-W US 2,549.3 (151.5) 1,595.3 HUGHES TELEMATIC HUTCU US 110.2 (101.6) (113.8) IEG HOLDINGS COR IEGH US - (3.8) (0.6) IHEARTMEDIA INC IHRT US 13,626.9 (10,240.8) 816.5 INFOR US INC LWSN US 6,778.1 (460.0) (305.9) INVENTIV HEALTH VTIV US 2,154.4 (613.8) 84.5 IPCS INC IPCS US 559.2 (33.0) 72.1 ISTA PHARMACEUTI ISTA US 124.7 (64.8) 2.2 JUST ENERGY GROU JE US 1,229.2 (528.2) (6.6) JUST ENERGY GROU JE CN 1,229.2 (528.2) (6.6) JUST ENERGY GROU 1JE GR 1,229.2 (528.2) (6.6) L BRANDS INC LTD QT 6,804.0 (647.0) 928.0 L BRANDS INC LBEUR EU 6,804.0 (647.0) 928.0 L BRANDS INC LTD TH 6,804.0 (647.0) 928.0 L BRANDS INC LB* MM 6,804.0 (647.0) 928.0 L BRANDS INC LTD GR 6,804.0 (647.0) 928.0 L BRANDS INC LB US 6,804.0 (647.0) 928.0 LEAP WIRELESS LEAP US 4,662.9 (125.1) 346.9 LEAP WIRELESS LWI TH 4,662.9 (125.1) 346.9 LEAP WIRELESS LWI GR 4,662.9 (125.1) 346.9 LORILLARD INC LLV GR 4,154.0 (2,134.0) 1,135.0 LORILLARD INC LO US 4,154.0 (2,134.0) 1,135.0 LORILLARD INC LLV TH 4,154.0 (2,134.0) 1,135.0 MAJESCOR RESOURC MJXEUR EU 0.1 (3.2) (3.2) MALIBU BOATS-A MBUU US 189.1 (11.3) 6.7 MALIBU BOATS-A M05 GR 189.1 (11.3) 6.7 MANNKIND CORP MNKD US 352.6 (115.5) (196.4) MARRIOTT INTL-A MAQ TH 6,321.0 (3,033.0) (1,611.0) MARRIOTT INTL-A MAQ GR 6,321.0 (3,033.0) (1,611.0) MARRIOTT INTL-A MAR US 6,321.0 (3,033.0) (1,611.0) MCBC HOLDINGS IN 1SG GR 91.6 (44.8) (38.2) MCBC HOLDINGS IN MCFT US 91.6 (44.8) (38.2) MDC COMM-W/I MDZ/W CN 1,848.6 (273.8) (394.7) MDC PARTNERS-A MDCA US 1,848.6 (273.8) (394.7) MDC PARTNERS-A MDZ/A CN 1,848.6 (273.8) (394.7) MDC PARTNERS-A MD7A GR 1,848.6 (273.8) (394.7) MDC PARTNERS-EXC MDZ/N CN 1,848.6 (273.8) (394.7) MERITOR INC MTOR US 2,453.0 (591.0) 360.0 MERITOR INC AID1 GR 2,453.0 (591.0) 360.0 MERRIMACK PHARMA MP6 GR 105.0 (143.1) (33.7) MERRIMACK PHARMA MACK US 105.0 (143.1) (33.7) MICHAELS COS INC MIM GR 1,864.0 (1,992.6) 501.0 MICHAELS COS INC MIK US 1,864.0 (1,992.6) 501.0 MIDSTATES PETROL MPO1EUR EU 1,796.2 (322.8) 117.4 MONEYGRAM INTERN MGI US 4,464.6 (248.7) (40.4) MOODY'S CORP MCO US 4,999.5 (103.4) 1,939.2 MOODY'S CORP DUT TH 4,999.5 (103.4) 1,939.2 MOODY'S CORP MCOEUR EU 4,999.5 (103.4) 1,939.2 MOODY'S CORP DUT GR 4,999.5 (103.4) 1,939.2 MPG OFFICE TRUST 1052394D US 1,280.0 (437.3) - NATHANS FAMOUS NATH US 85.6 (62.7) 59.1 NATIONAL CINEMED XWM GR 1,010.5 (221.6) 73.0 NATIONAL CINEMED NCMI US 1,010.5 (221.6) 73.0 NAVIDEA BIOPHARM NAVB IT 22.2 (44.6) 13.9 NAVISTAR INTL IHR TH 6,769.0 (4,809.0) 873.0 NAVISTAR INTL NAV US 6,769.0 (4,809.0) 873.0 NAVISTAR INTL IHR GR 6,769.0 (4,809.0) 873.0 NEFF CORP-CL A NEFF US 668.9 (187.7) 10.4 NEW ENG RLTY-LP NEN US 177.2 (29.6) - NORTHWEST BIO NWBO US 64.2 (76.2) (95.3) NORTHWEST BIO NBYA GR 64.2 (76.2) (95.3) NTELOS HOLDINGS NTLS US 700.2 (14.3) 185.6 OMTHERA PHARMACE OMTH US 18.3 (8.5) (12.0) PACE HOLDINGS CO PACEU US 0.4 (0.0) (0.2) PALM INC PALM US 1,007.2 (6.2) 141.7 PBF LOGISTICS LP 11P GR 417.8 (199.9) 18.7 PBF LOGISTICS LP PBFX US 417.8 (199.9) 18.7 PHILIP MORRIS IN PMI SW 32,713.0 (11,798.0) (1,614.0) PHILIP MORRIS IN PM US 32,713.0 (11,798.0) (1,614.0) PHILIP MORRIS IN 4I1 QT 32,713.0 (11,798.0) (1,614.0) PHILIP MORRIS IN PM1 TE 32,713.0 (11,798.0) (1,614.0) PHILIP MORRIS IN PM1CHF EU 32,713.0 (11,798.0) (1,614.0) PHILIP MORRIS IN 4I1 TH 32,713.0 (11,798.0) (1,614.0) PHILIP MORRIS IN 4I1 GR 32,713.0 (11,798.0) (1,614.0) PHILIP MORRIS IN PM FP 32,713.0 (11,798.0) (1,614.0) PHILIP MORRIS IN PM1EUR EU 32,713.0 (11,798.0) (1,614.0) PLAYBOY ENTERP-A PLA/A US 165.8 (54.4) (16.9) PLAYBOY ENTERP-B PLA US 165.8 (54.4) (16.9) PLY GEM HOLDINGS PG6 GR 1,312.8 (119.6) 258.1 PLY GEM HOLDINGS PGEM US 1,312.8 (119.6) 258.1 POLYMER GROUP-B POLGB US 1,991.4 (3.9) 322.1 PROTALEX INC PRTX US 1.0 (12.6) 0.4 PROTECTION ONE PONE US 562.9 (61.8) (7.6) PUREBASE CORP PUBC US 0.4 (0.9) (1.2) PURETECH HEALTH PRTCL B3 - - - PURETECH HEALTH PRTCGBX EU - - - PURETECH HEALTH PRTC LN - - - PURETECH HEALTH PRTCL PO - - - QUALITY DISTRIBU QDZ GR 413.0 (22.9) 102.9 QUALITY DISTRIBU QLTY US 413.0 (22.9) 102.9 QUINTILES TRANSN QTS GR 3,341.8 (701.7) 866.0 QUINTILES TRANSN Q US 3,341.8 (701.7) 866.0 RAYONIER ADV RYAM US 1,261.0 (51.1) 188.6 RAYONIER ADV RYQ GR 1,261.0 (51.1) 188.6 REGAL ENTERTAI-A RETA GR 2,590.9 (890.9) (107.2) REGAL ENTERTAI-A RGC US 2,590.9 (890.9) (107.2) REGAL ENTERTAI-A RGC* MM 2,590.9 (890.9) (107.2) RENAISSANCE LEA RLRN US 57.0 (28.2) (31.4) RENTECH NITROGEN RNF US 328.0 (73.5) 43.7 RENTECH NITROGEN 2RN GR 328.0 (73.5) 43.7 RENTPATH INC PRM US 208.0 (91.7) 3.6 REVLON INC-A REV US 1,926.6 (629.2) 322.1 REVLON INC-A RVL1 GR 1,926.6 (629.2) 322.1 RURAL/METRO CORP RURL US 303.7 (92.1) 72.4 RYERSON HOLDING RYI US 1,855.4 (114.9) 681.2 SALLY BEAUTY HOL S7V GR 2,189.6 (190.2) 819.6 SALLY BEAUTY HOL SBH US 2,189.6 (190.2) 819.6 SANCHEZ ENERGY C SN US 1,935.3 (53.1) 206.7 SANCHEZ ENERGY C 13S GR 1,935.3 (53.1) 206.7 SANCHEZ ENERGY C SN* MM 1,935.3 (53.1) 206.7 SANCHEZ ENERGY C 13S TH 1,935.3 (53.1) 206.7 SBA COMM CORP-A SBJ TH 7,751.9 (1,133.2) 30.4 SBA COMM CORP-A SBACEUR EU 7,751.9 (1,133.2) 30.4 SBA COMM CORP-A SBJ GR 7,751.9 (1,133.2) 30.4 SBA COMM CORP-A SBAC US 7,751.9 (1,133.2) 30.4 SCIENTIFIC GAM-A TJW GR 9,486.5 (260.1) 741.2 SCIENTIFIC GAM-A SGMS US 9,486.5 (260.1) 741.2 SEARS HOLDINGS SHLD US 13,186.0 (906.0) 2,092.0 SEARS HOLDINGS SEE GR 13,186.0 (906.0) 2,092.0 SEARS HOLDINGS SEE TH 13,186.0 (906.0) 2,092.0 SECTOR 5 INC SECT US 0.0 (0.0) (0.0) SILVER SPRING NE SSNI US 517.9 (104.9) (38.1) SILVER SPRING NE 9SI GR 517.9 (104.9) (38.1) SILVER SPRING NE 9SI TH 517.9 (104.9) (38.1) SIRIUS XM CANADA XSR CN 297.1 (132.8) (177.9) SIRIUS XM CANADA SIICF US 297.1 (132.8) (177.9) SLEEP COUNTRY CA ZZZ CN 1.5 (0.9) (1.2) SLEEP COUNTRY CA 1S2 GR 1.5 (0.9) (1.2) SPIN MASTER -SVC TOY CN 280.5 (52.3) (156.7) SPIN MASTER -SVC SP9 GR 280.5 (52.3) (156.7) SPIN MASTER -SVC SNMSF US 280.5 (52.3) (156.7) SPORTSMAN'S WARE 06S GR 325.9 (24.2) 81.4 SPORTSMAN'S WARE SPWH US 325.9 (24.2) 81.4 STINGRAY - SUB V RAY/A CN 128.2 (17.8) (41.0) STINGRAY DIG-VSV RAY/B CN 128.2 (17.8) (41.0) SUPERVALU INC SJ1 TH 4,491.0 (561.0) (77.0) SUPERVALU INC SVU US 4,491.0 (561.0) (77.0) SUPERVALU INC SJ1 GR 4,491.0 (561.0) (77.0) SYNERGY PHARMACE SGYP US 164.8 (21.9) 147.2 SYNERGY PHARMACE SGYPEUR EU 164.8 (21.9) 147.2 SYNERGY PHARMACE S90 GR 164.8 (21.9) 147.2 THERAVANCE THRX US 462.1 (294.0) 231.7 THERAVANCE HVE GR 462.1 (294.0) 231.7 THRESHOLD PHARMA NZW1 GR 73.9 (26.3) 46.6 THRESHOLD PHARMA THLD US 73.9 (26.3) 46.6 TRANSDIGM GROUP TDG US 8,350.4 (1,169.0) 1,349.8 TRANSDIGM GROUP T7D GR 8,350.4 (1,169.0) 1,349.8 TRINET GROUP INC TNET US 1,557.0 (7.9) 50.7 TRINET GROUP INC TN3 GR 1,557.0 (7.9) 50.7 TRINET GROUP INC TNETEUR EU 1,557.0 (7.9) 50.7 TRINET GROUP INC TN3 TH 1,557.0 (7.9) 50.7 UNISYS CORP USY1 GR 2,163.6 (1,455.9) 177.2 UNISYS CORP UISEUR EU 2,163.6 (1,455.9) 177.2 UNISYS CORP UIS US 2,163.6 (1,455.9) 177.2 UNISYS CORP UISCHF EU 2,163.6 (1,455.9) 177.2 UNISYS CORP UIS1 SW 2,163.6 (1,455.9) 177.2 UNISYS CORP USY1 TH 2,163.6 (1,455.9) 177.2 VECTOR GROUP LTD VGR GR 1,462.8 (1.7) 514.4 VECTOR GROUP LTD VGR US 1,462.8 (1.7) 514.4 VECTOR GROUP LTD VGR QT 1,462.8 (1.7) 514.4 VENOCO INC VQ US 598.9 (151.0) 207.6 VERISIGN INC VRS TH 2,570.7 (994.3) (15.0) VERISIGN INC VRS GR 2,570.7 (994.3) (15.0) VERISIGN INC VRSN US 2,570.7 (994.3) (15.0) VERIZON TELEMATI HUTC US 110.2 (101.6) (113.8) VERSEON CORP VSN LN - - - VIRGIN MOBILE-A VM US 307.4 (244.2) (138.3) VTV THERAPEUTI-A VTVT US 19.0 (80.9) (60.3) WEIGHT WATCHERS WTW US 1,341.2 (1,347.5) (207.2) WEIGHT WATCHERS WW6 GR 1,341.2 (1,347.5) (207.2) WEIGHT WATCHERS WTWEUR EU 1,341.2 (1,347.5) (207.2) WEIGHT WATCHERS WW6 TH 1,341.2 (1,347.5) (207.2) WEST CORP WSTC US 3,549.9 (625.9) 265.3 WEST CORP WT2 GR 3,549.9 (625.9) 265.3 WESTERN REFINING WNRL US 441.6 (27.7) 66.8 WESTERN REFINING WR2 GR 441.6 (27.7) 66.8 WESTMORELAND COA WLB US 1,777.6 (422.8) 40.1 WESTMORELAND COA WME GR 1,777.6 (422.8) 40.1 WINGSTOP INC WING US 117.4 (17.4) 6.0 WINGSTOP INC EWG GR 117.4 (17.4) 6.0 WINMARK CORP WINA US 45.3 (41.5) 11.5 WINMARK CORP GBZ GR 45.3 (41.5) 11.5 WYNN RESORTS LTD WYR TH 9,283.0 (110.7) 860.6 WYNN RESORTS LTD WYR GR 9,283.0 (110.7) 860.6 WYNN RESORTS LTD WYNNCHF EU 9,283.0 (110.7) 860.6 WYNN RESORTS LTD WYNN SW 9,283.0 (110.7) 860.6 WYNN RESORTS LTD WYNN US 9,283.0 (110.7) 860.6 WYNN RESORTS LTD WYR QT 9,283.0 (110.7) 860.6 WYNN RESORTS LTD WYNN* MM 9,283.0 (110.7) 860.6 XERIUM TECHNOLOG TXRN GR 578.2 (95.4) 75.9 XERIUM TECHNOLOG XRM US 578.2 (95.4) 75.9 YRC WORLDWIDE IN YEL1 TH 1,968.6 (445.2) 200.4 YRC WORLDWIDE IN YEL1 GR 1,968.6 (445.2) 200.4 YRC WORLDWIDE IN YRCW US 1,968.6 (445.2) 200.4 ********* 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 ***