/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/151016.mbx T R O U B L E D C O M P A N Y R E P O R T E R Friday, October 16, 2015, Vol. 19, No. 289 Headlines 33 PECK: Agrees Sale Plan for Three Manhattan Hotel Properties ACA HOLDINGS: S&P Withdraws 'B-' Corporate Credit Rating AFFIRMATIVE INSURANCE: Dec. 14 Deadline Sought for Filing Claims AFFIRMATIVE INSURANCE: Files for Chapter 11 Bankruptcy Protection AFFIRMATIVE INSURANCE: Proposes Procedures to Preserve NOLs AFFIRMATIVE INSURANCE: Seeks Joint Administration of Cases ALEXZA PHARMACEUTICALS: Names Thomas King PFO and PAO ALLIANCE ONE: Exchange Offer Expired October 13 ALONSO & CARUS: Refutes Committee's Claims That Plan Unconfirmable AOXING PHARMACEUTICAL: Swings to $5.5M Net Income in Fiscal 2015 ATLANTIC & PACIFIC: Ex-Pathmark Staff Opposes Pension Termination ATP OIL: OHA Investment Settles Certain Elements of Litigation BEHR LLC: Case Summary & 20 Largest Unsecured Creditors BLUE EAGLE: Moody's Assigns 'B3' Corporate Family Rating BWAY HOLDING: Moody's Affirms 'B3' Corporate Family Rating CALIFORNIA COMMUNITY: May Access Cash Collateral Until December 31 CALIFORNIA COMMUNITY: Plan Disclosure Hearing Continued to Nov. 4 CAROLYN DAVIS: Justices Reject Bankruptcy, Debt Collection Petition CBA 54: Voluntary Chapter 11 Case Summary CELL ACCESS: Case Summary & 8 Largest Unsecured Creditors CHINA GINSENG: Incurs $3.9 Million Net Loss in Fiscal 2015 CLUB ONE CASINO: Case Summary & Largest Unsecured Creditors COLT DEFENSE: Seeks to Retain Control of Ch. 11 Cases ERG INTERMEDIATE: Can File Chapter 11 Plan Until October 31 FIVE S PLUS: Amends Plan Outline After Lender Fired Objections FRANCIS MAX FRICK: Bankruptcy Auction Scheduled for Oct. 29 FREESEAS INC: Announces New Charter for Vessel GEOMET INC: T. Rowe Price No Longer a Shareholder GLOBAL HOUGHTON: S&P Assigns 'B' CCR Then Withdraws Rating GUADALUPE REGIONAL: S&P Assigns 'BB' Rating on $120MM 2015 Bonds ISC8 INC: Deregisters Unsold Securities JOE'S JEANS: Posts $5.6 Million Net Income for Third Quarter LEE STEEL: Seeks to Change Name Following Closing of Sale MAIN STREET BUSINESS: Case Summary & 20 Top Unsecured Creditors MARKHAM, IL.: S&P Lowers Rating on Gen. Obligation Debt to 'BB' MOLYCORP INC: Shareholder Said to Be Planning Bid on Assets MONAKER GROUP: Sells 100,000 Units to Board Member MONTREAL MAINE: Lawyer for Victims' Kin Vows to Sue Railroad MUELLER WATER: Moody's Hikes Corporate Family Rating to 'Ba3' NORTEL NETWORKS: $1.39MM in Clams Switched Hands From April-May PILOT TRAVEL: S&P Retains 'BB+' Rating on $4.45BB Secured Debt PRECISION OPTICS: Incurs $1.17 Million Net Loss in Fiscal 2015 QUEST SOLUTION: Names Gilles Gaudreault CEO, Tom Miller President QUICKSILVER RESOURCES: Needs Until Feb. 1 to File Ch. 11 Plan QUIKSILVER INC: Files Ch. 11 Plan of Reorganization QUIKSILVER INC: U.S. Trustee Appoints Two More Committee Members R&G FOOD SERVICES: Voluntary Chapter 11 Case Summary RADIOSHACK CORP: RS Legacy's Liquidating Plan Declared Effective REICHHOLD HOLDINGS: Asbestos Claimants Object to Plan Disclosures REICHHOLD HOLDINGS: Disclosure Statement Hearing Moved to Nov. 17 RELATIVITY FASHION: Blackstone Okayed as Investment Banker RELATIVITY FASHION: Court Approves Donlin Recano as Admin Agent RELATIVITY MEDIA: Can Pay Bonuses to 81 Employees RELATIVITY MEDIA: Macquarie Investments Seeks Adequate Protection RREAF O&G: Gets Final Approval to Use Cash Collateral Until Dec. 31 SAMSON RESOURCES: Equity Transfer Protocol Approved on Final Basis SANUWAVE HEALTH: Releases DermaPACE Clinical Trial Results SG BLOCKS: Voluntary Chapter 11 Case Summary SHERRITT INTERNATIONAL: DBRS Lowers Issuer Rating to B THERAPEUTICSMD INC: Completes Enrollment in Phase 3 Clinical Trial TRAVIS Z KIRKLAND: Case Summary & 20 Largest Unsecured Creditors UNICOI WATER: S&P Alters Outlook on BB 2010 Debt Rating to Positive VAULT MINERALS: Case Summary & 12 Largest Unsecured Creditors VIPER VENTURES: 6-Day Trial on Contested Plan to End Oct. 28 VIPER VENTURES: CFI and GVR Want Claims Allowed for Voting VIPER VENTURES: U.S. Trustee Raises Several Issues With Plan VIPER VENTURES: Wells Fargo, Creditors Object to Plan Confirmation VIRTUAL PIGGY: Issues $150,000 Promissory Notes WAJAX CORP: DBRS Confirms 'BB(high)' Issuer Rating WALTER INVESTMENT: S&P Revises Outlook to Stable & Affirms B+ ICR [*] "Chapter 20" Debtors Eligible to Void Liens [*] Bank Servicers' Subprime Loans See Higher Losses, Moody's Says [*] Fitch: Limp Energy/Nat. Resources Sectors Lead to 3Q Downgrades [*] Phoenix's Michael Jacoby to Be Inducted as Bankruptcy Fellow [*] Profit Growth to Slow for Auto Parts Suppliers, Moody's Says [*] U.S. Energy and Metals/Mining Issuance Slows, Fitch Says [^] BOOK REVIEW: The Financial Giants In United States History ********* 33 PECK: Agrees Sale Plan for Three Manhattan Hotel Properties -------------------------------------------------------------- The debtors, their principals and primary secured lenders for Gemini Real Estate Advisors in the pending Chapter 11 cases pending before the U.S. Bankruptcy Court in the Southern District of New York on Oct. 13 agreed to a plan that will move forward the sale of three Manhattan hotel properties -- the Best Western Seaport, the Jade Greenwich Village, and Wyndham Garden Flatiron District hotels -- located at 33 Peck Slip, 57 West 13th St., and 37 West 24th St., respectively. Negotiated agreements were finalized yesterday during a scheduled hearing before Bankruptcy Judge James L. Garrity to determine the procedures to be followed to create a level playing field for stalking horse auctions for the three properties. "Tuesday's agreement allows us to begin actively marketing all three hotel properties and keeps us on target to sell them by the end of the year," said Dante Massaro, president and CEO of Gemini Real Estate Advisors. "We're pleased to finally be able to move forward with this process and anticipate negotiating the highest and best terms for the properties and returning profits to our investors." The agreement, which is in line with Gemini's original petition to the court, provides an extended marketing period for all three properties -- 45 days for the Best Western Seaport and the Jade Greenwich Village and 60 days for the Wyndham Garden Flatiron district. The marketing process for all three hotels is underway through Gemini's real estate advisor RobertDouglas, which has compiled all diligence materials for interested investors. The auctions of the Best Western Seaport and the Jade Hotel Greenwich Village are scheduled for Dec. 1, 2015, in Judge Garrity's courtroom. The auction for the Wyndham Garden Flatiron District is scheduled for Dec. 15. All sales are expected to close by year end. "The agreements will insure a robust and transparent auction process that will provide for the payment of all creditors in full and maximize returns to investors," said Scott Gautier, Robins Kaplan LLP co-lead counsel to the debtors. "These cases are a prime example of how Chapter 11 can be used to provide transparency and protect investor value in a situation where there are disputes between the managing principals. We are hopeful that this process might also serve as a catalyst to resolve those disputes." A hearing on the fourth property involved in the Chapter 11 petitions, the Bryant Park Development site located at 36 West 38th St., is scheduled for Oct. 28. Parties interested in bidding on the Best Western Seaport, Jade Hotel Greenwich Village, and/or Wyndham Garden Flatiron district should contact Douglas Herscher at RobertDouglas in New York at (212) 993-7424 for more information. Gemini, based in Charlotte, N.C., with offices in New York City, manages more than three million square feet of properties and $750 million in value in 11 states across the United States. About Gemini Real Estate Advisors Gemini is a vertically integrated real estate investment and operating company. Gemini currently owns a portfolio of shopping centers, hotels and fixed income investments with a value of approximately $750 million. About 33 Peck Owners of four New York City hotel properties, namely 33 Peck Slip Acquisition LLC, Gemini 37 West 24th Street MT, LLC, 36 West 38th Street LLC and 52 West 13th P, LLC, have sought Chapter 11 bankruptcy protection, intending to auction off their assets in connection with a Chapter 11 plan. The Debtors are affiliated with Gemini Real Estate Advisors. The Debtors own: * the Best Western Seaport Hotel, at 33 Peck Slip in the South Street Seaport Historic District on the Lower Manhattan waterfront in New York City, New York; * the Wyndham Flatiron Hotel, at 37 West 24th Street in the Flatiron district of New York City, New York; * the Jade Greenwich Village Hotel at 52 West 13th Street in Greenwich Village in Lower Manhattan in New York City, New York; and * the Bryant Park Development Site, a development lot that is approved for development as a 114-room boutique hotel at 34-36 West 38th Street in the Bryant Park district of New York City, New York. 33 Peck Slip Acquisition LLC, et al., sought Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case Nos. 15-12479 to 15-12482) on Sept. 3, 2015. The Debtors reported total assets of $205.8 million and total liabilities of $135.6 million. The Debtors tapped Robins Kaplan LLP as attorneys; and RobertDouglas as real estate advisor. * * * The Debtors have submitted a liquidating plan that will pay off creditors from proceeds of the sale of the assets. The Debtors have solicited stalking horse initial offers for the properties totaling $200 million, subject to potential higher bids at auction. The Debtors have proposed bidding procedures that contemplate a Nov. 5 deadline for competing bids with an auction to take place on Nov. 10. The Debtors plan to sell the Seaport hotel for $37.5 million, the Jade hotel for $78 million, the Wyndham hotel for $57 million, and the development site for $25.5 million. ACA HOLDINGS: S&P Withdraws 'B-' Corporate Credit Rating -------------------------------------------------------- Standard & Poor's Ratings Services said it withdrew its 'B-' corporate credit rating on Newtown Square, Pa.-based ACA Holdings LLC at the issuer's request. ACA is the holding company for U.S. alarm monitoring services provider My Alarm Center LLC. At the same time, S&P withdrew its 'B+' issue-level and '1' recovery rating on the company's previously proposed revolving credit facility and S&P's 'B-' issue-level and '4' recovery rating on its proposed senior secured notes. ACA had previously announced that it was planning to issue a $30 million revolver and $265 million in new senior secured notes to refinance its existing debt. However, the company has decided not to pursue the transaction. AFFIRMATIVE INSURANCE: Dec. 14 Deadline Sought for Filing Claims ---------------------------------------------------------------- Affirmative Insurance Holdings, Inc., et al., ask the Bankruptcy Court to establish Dec. 14, 2015, at 5:00 p.m. (prevailing Eastern Time) as the last date and time by which creditors may file proofs of claim and seek payment of an administrative expense claim (with the exception of proofs of claim of government units, the applicable bar date for which the Debtors propose is April 11, 2016, at 5:00 p.m.). The Debtors maintain that the establishment of the General Bar Date and Administrative Expense Bar Date will help ensure that all claims are resolved as quickly and efficiently as possible, which in turn will help to ensure the quick and efficient resolution of these Chapter 11 cases. For any proof of claim to be validly filed, the original proof of claim must be delivered by first-class mail, overnight delivery, or hand delivery to: Affirmative Insurance Holdings Inc. Claims Processing c/o Rust Consulting/Omni Bankruptcy 5955 DeSoto Avenue, Suite #100 Woodland Hills, CA 91367 For any Administrative Expense Claim to be validly filed, the application or motion seeking approval of the Administrative Expense Claim must be filed with the Bankruptcy Court and delivered by first-class mail, overnight delivery, or hand delivery to: McDermott Will & Emery LLP c/o Darren Azman, Esq. 340 Madison Avenue New York, New York 10173-1922 With a copy to: Polsinelli PC c/o Shanti M. Katona, Esq. 222 Delaware Avenue, Suite 1101 Wilmington, Delaware 19801 About Affirmative Insurance Affirmative Insurance Holdings, Inc., Affirmative Management Services, Inc., Affirmative Services, Inc., Affirmative Underwriting Services, Inc., Affirmative Insurance Services, Inc., Affirmative General Agency, Inc., Affirmative Insurance Group, Inc. and Affirmative, L.L.C. sought Chapter 11 bankruptcy protection (Bankr. D. Del. Proposed Lead Case No. 15-12136) on Oct. 14, 2015. The petition was signed by Michael J. McClure as chief executive officer. The Debtors have engaged McDermott Will & Emery LLP as general bankruptcy counsel, Polsinelli PC as local Delaware counsel, Faegre Baker Daniels LLP as special regulatory counsel, BDO USA LLP as financial consultant and Rust Consulting/Omni Bankruptcy as notice and claims agent. The Debtors disclosed total assets of $25.20 million and total debts of $91.26 million as of Aug. 31, 2015. Founded in June 1998, Affirmative provides non-standard personal automobile insurance policies for individual consumers in targeted geographic markets. NSPAI policies provide coverage to drivers who find it difficult to obtain insurance from standard automobile insurance companies due to their lack of prior insurance, age, driving record, limited financial resources, or other factors. AFFIRMATIVE INSURANCE: Files for Chapter 11 Bankruptcy Protection ----------------------------------------------------------------- Affirmative Insurance Holdings, Inc., and seven of its affiliates sought Chapter 11 bankruptcy protection in Delaware after several of their non-debtor insurance subsidiaries were placed under court-ordered rehabilitation in various states in which they operate. Founded in June 1998, Affirmative provides non-standard personal automobile insurance policies for individual consumers in targeted geographic markets. According to Michael J. McClure, chief executive officer of Holdco, Affirmative distributed NSPAI policies through a network of approximately 200 retail stores owned by Holdco, as well as an established network of independent agencies and multiple unaffiliated underwriting agencies. After the sale of the retail distribution business to Confie Seguros Holding II Co. and Confie Insurance Group Holdings, Inc. on Sept. 30, 2013, Affirmative distributed NSPAI policies through an established network of independent agencies and one unaffiliated underwriting agency writing business in California, he added. As of the fiscal year ending Dec. 31, 2014, Affirmative was distributing NSPAI policies through approximately 5,000 independent agents or brokers and employed 489 employees. Mr. McClure describes the NSPAI insurance industry as "cyclical in nature, characterized by periods of severe price competition and excess underwriting capacity followed by periods of high premium rates and shortages of underwriting capacity." For the past six years, the Debtors had incurred losses from operations, including an operating loss of $31 million for the year ended Dec. 31, 2014, due to, among other things, underwriting losses, significant revenue declines, and goodwill impairments, according to the filing. "Affirmative's losses from operations have continued during 2015, notwithstanding the actions taken to address the liquidity and capital issues," Mr. McClure said. The Debtors disclosed they have approximately $100 million in long term debt outstanding. The Debtors estimated that they have approximately $8.5 million of other unsecured debt outstanding, which is comprised mostly of outstanding tax liabilities, trade debt, and approximately $2.33 million that is allegedly owed as a purchase price adjustment in connection with the sale of their managing general agency operations. Rehabilitation Proceedings Prior to the Petition Date, Affirmative Insurance Company, Affirmative Casualty Insurance Company, and Affirmative Direct Insurance Company were placed into rehabilitation by the various domiciliary states exercising regulatory authority over them. Affirmative is subject to a Stipulated Cease and Desist Order with the California Department of Insurance dated Sept. 2, 2015, which required Affirmative to cease writing any new NSPAI policies and to commence non-renewing all in-force policies in accordance with California law. On Sept. 16, 2015, AIC was placed in rehabilitation under the control and authority of the Illinois Director of Insurance. The Illinois Rehabilitation is pending in the Circuit Court of Cook County, Illinois, County Department, Chancery Division as Case No. 15 CH 13718. On Sept. 17, 2015, Affirmative Casualty Insurance Company and Affirmative Direct Insurance Company were placed in rehabilitation under the control and authority of the Commissioner of the Louisiana Department of Insurance. The Louisiana Rehabilitation is pending in the Nineteenth Judicial District Court, the Parish of East Baton Rouge, State of Louisiana as Case No. 642353. The Debtors said they are currently in negotiations with the relevant insurance regulatory authorities in Michigan regarding the commencement of a rehabilitation proceeding for Affirmative Insurance Company of Michigan. As of the Petition Date, no such proceeding has been commenced. First Day Motions Contemporaneously with the filing of the petitions, the Debtors are filing certain first day motions seeking, among other things, to ensure the continuation of their cash management systems and other business operations without interruption, and establish certain other administrative procedures to promote a smooth transition into these Chapter 11 Cases. The Debtors have engaged McDermott Will & Emery LLP as general bankruptcy counsel, Polsinelli PC as local Delaware counsel, Faegre Baker Daniels LLP as special regulatory counsel, BDO USA LLP as financial consultant, and Rust Consulting/Omni Bankruptcy as notice and claims agent. A copy of the declaration in support of the First Day Motions is available for free at: http://bankrupt.com/misc/2_AFFIRMATIVE_declaration.pdf AFFIRMATIVE INSURANCE: Proposes Procedures to Preserve NOLs ----------------------------------------------------------- Affirmative Insurance Holdings, Inc., et al., ask the Bankruptcy Court to approve certain proposed procedures for transfers of equity securities in order to protect the potential value of their net operating losses. Christopher A. Ward, Esq., at Polsinelli PC, counsel to the Debtors, says the Debtors have experienced years of losses from the operation of their business. As a result, he adds, the Debtors estimate that their federal income tax NOLs are approximately $80 million as of the Petition Date, which amounts could be even higher when the Debtors emerge from Chapter 11. According to Mr. Ward, these NOLs could translate into future reductions of the Debtors' federal income tax liabilities of approximately $28 million based on a corporate federal income tax rate of 35%. "These tax savings could substantially enhance the Debtors' cash position for the benefit of parties in interest and contribute to the Debtors' efforts in these Chapter 11 cases," Mr. Ward tells the Court. The Debtors may lose the ability to use their NOLs if they experience an "ownership change" for federal income tax purposes. Section 172 of the Internal Revenue Code of 1986 permits corporate taxpayers to use NOLs in years following the years in which they were incurred, including years after they have experienced an ownership change. However, section 382 of the IRC limits the income against which the NOLs can be deducted after an ownership change. The Debtors' ability to use their NOLs is subject to certain statutory limitations. Section 382 of the IRC limits the ability of a corporation to use its NOLs if an "ownership change" occurs. Generally, an "ownership change" occurs if the percentage (by value) of the stock of the corporation owned by one or more 5% shareholders has increased by more than 50 percentage points over the lowest percentage of stock owned by such shareholders at any time during the relevant testing period, which is usually three years. "Thus, if left unrestricted, transfers of Equity Securities could severely limit the Debtors' ability to use their NOLs, and could have significant negative consequences for the Debtors, their estates, and their efforts in these Chapter 11 Cases," asserts Mr. Ward. The Proposed Equity Transfer Procedures Mr. Ward relates that by establishing procedures for monitoring the transfer of Equity Securities, the Debtors can preserve their ability to seek the necessary relief at the appropriate time if it appears that transfers of Equity Securities may jeopardize their use of their NOLs. Therefore, the Debtors propose the following notice and objection procedures for holding and transferring Equity Securities: A "Substantial Equityholder" is any person or entity that beneficially owns at least 720,376 Equity Securities (representing approximately 4.5% of the 16,008,357 issued and outstanding Equity Securities). Any person or entity who currently is or becomes a Substantial Equityholder shall (a) file with the Court and (b) serve upon (i) the Debtors, c/o Affirmative Insurance Holdings, Inc., 150 Harvester Drive, Suite 250, Burr Ridge, Illinois 60527 (Attn: General Counsel), and (ii) McDermott Will & Emery LLP, 340 Madison Avenue, New York, New York 10173 (Attn: Darren Azman), a notice of that status, on or before the later of (A) 14 days after entry of the Interim Order or (B) 14 days after becoming a Substantial Equityholder. At least 28 days prior to any transfer of Equity Securities that would result in an increase in the amount of Equity Securities beneficially owned by a Substantial Equityholder or would result in a person or entity becoming a Substantial Equityholder, such Substantial Equityholder or potential Substantial Equityholder shall (a) file with the Court and (b) serve on the Debtors and counsel to the Debtors, advance written notice of the intended transfer of Equity Securities. At least 28 days prior to any transfer of Equity Securities that would result in a decrease in the amount of Equity Securities beneficially owned by a Substantial Equityholder or would result in a person or entity ceasing to be a Substantial Equityholder, such Substantial Equityholder shall (a) file with the Court and (b) serve on the Debtors and counsel to the Debtors, advance written notice of the intended transfer of Equity Securities. The Debtors will have 21 days after receipt of a Stock Acquisition Notice or a Stock Disposition Notice to file with the Court and serve on the party filing the Transfer Notice an objection to the proposed Transfer on the grounds that such Transfer may adversely affect the Debtors' ability to utilize their NOLs. If the Debtors file an objection, the proposed Transfer will not be effective unless and until approved by a final and nonappealable order of this Court. If the Debtors do not object within such 21-day period, the Transfer may proceed solely as set forth in the Transfer Notice. Effective as of the Petition Date, any acquisition or disposition of Equity Securities in violation of the Equity Transfer Procedures will be null and void ab initio as an act in violation of the automatic stay under Bankruptcy Code Section 362. About Affirmative Insurance Affirmative Insurance Holdings, Inc., Affirmative Management Services, Inc., Affirmative Services, Inc., Affirmative Underwriting Services, Inc., Affirmative Insurance Services, Inc., Affirmative General Agency, Inc., Affirmative Insurance Group, Inc. and Affirmative, L.L.C. sought Chapter 11 bankruptcy protection (Bankr. D. Del. Proposed Lead Case No. 15-12136) on Oct. 14, 2015. The petition was signed by Michael J. McClure as chief executive officer. The Debtors have engaged McDermott Will & Emery LLP as general bankruptcy counsel, Polsinelli PC as local Delaware counsel, Faegre Baker Daniels LLP as special regulatory counsel, BDO USA LLP as financial consultant and Rust Consulting/Omni Bankruptcy as notice and claims agent. The Debtors disclosed total assets of $25.20 million and total debts of $91.26 million as of Aug. 31, 2015. Founded in June 1998, Affirmative provides non-standard personal automobile insurance policies for individual consumers in targeted geographic markets. NSPAI policies provide coverage to drivers who find it difficult to obtain insurance from standard automobile insurance companies due to their lack of prior insurance, age, driving record, limited financial resources, or other factors. AFFIRMATIVE INSURANCE: Seeks Joint Administration of Cases ---------------------------------------------------------- Affirmative Insurance Holdings, Inc., et al., ask the Bankruptcy Court to direct the joint administration and consolidation of their Chapter 11 cases. The Debtors tell the Court that many of the motions, applications, hearings, and orders that will arise in these Chapter 11 cases will affect most, if not all, of them jointly. For this reason, the Debtors assert that their interests, as well as the interests of their creditors and other parties would be best served by the joint administration of these Chapter 11 cases. "Joint administration of these Chapter 11 Cases will ease the administrative burden on this Court and all parties in interest," says Christopher A. Ward, Esq., at Polsinelli PC, counsel to the Debtors. Joint administration, according to Mr. Ward, will not prejudice creditors or other parties-in-interest because the relief requested is purely procedural and will not impact the parties' substantive rights. The Debtors further seek an order directing the Clerk of the Court to maintain one file and one docket for all of these Chapter 11 cases under the case of Affirmative Insurance Holdings, Inc. Pursuant to Bankruptcy Rule 1015(b), if two or more petitions are pending in the same court by or against a debtor and an affiliate, "the court may order a joint administration of the estates." About Affirmative Insurance Affirmative Insurance Holdings, Inc., Affirmative Management Services, Inc., Affirmative Services, Inc., Affirmative Underwriting Services, Inc., Affirmative Insurance Services, Inc., Affirmative General Agency, Inc., Affirmative Insurance Group, Inc. and Affirmative, L.L.C. sought Chapter 11 bankruptcy protection (Bankr. D. Del. Proposed Lead Case No. 15-12136) on Oct. 14, 2015. The petition was signed by Michael J. McClure as chief executive officer. The Debtors have engaged McDermott Will & Emery LLP as general bankruptcy counsel, Polsinelli PC as local Delaware counsel, Faegre Baker Daniels LLP as special regulatory counsel, BDO USA LLP as financial consultant and Rust Consulting/Omni Bankruptcy as notice and claims agent. The Debtors disclosed total assets of $25.20 million and total debts of $91.26 million as of Aug. 31, 2015. Founded in June 1998, Affirmative provides non-standard personal automobile insurance policies for individual consumers in targeted geographic markets. NSPAI policies provide coverage to drivers who find it difficult to obtain insurance from standard automobile insurance companies due to their lack of prior insurance, age, driving record, limited financial resources, or other factors. ALEXZA PHARMACEUTICALS: Names Thomas King PFO and PAO ----------------------------------------------------- The board of directors of Alexza Pharmaceuticals, Inc., appointed Thomas B. King, the Company's president and chief executive officer, as the Company's principal financial officer and principal accounting officer, effective upon the resignation Mark K. Oki, the Company's current principal financial officer and principal accounting officer, on Oct. 16, 2015. Mr. King has served as the Company's president, chief executive officer and a member of the Company's board of directors since June 2003. Mr. King will not receive any additional compensation in the 2015 fiscal year as a result of being appointed as the Company's principal financial offer and principal accounting officer, according to a regulatory filing with the Securities and Exchange Commission. About Alexza Mountain View, California-based Alexza Pharmaceuticals, Inc., was incorporated in the state of Delaware on Dec. 19, 2000, as FaxMed, Inc. In June 2001, the Company changed its name to Alexza Corporation and in December 2001 became Alexza Molecular Delivery Corporation. In July 2005, the Company changed its name to Alexza Pharmaceuticals, Inc. The Company is a pharmaceutical development company focused on the research, development, and commercialization of novel proprietary products for the acute treatment of central nervous system conditions. As of June 30, 2015, the Company had $32.6 million in total assets, $96.5 million in total liabilities and a stockholders' deficit of $63.9 million. Alexza Pharmaceuticals reported a net loss of $36.7 million in 2014 compared to a net loss of $39.6 million in 2013. Ernst & Young LLP, in Redwood City, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that the Company has recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. ALLIANCE ONE: Exchange Offer Expired October 13 ----------------------------------------------- Alliance One International, Inc., filed a final amendment to its tender offer statement on Schedule TO under which Alliance One's eligible employees were permitted to exchange some or all of their outstanding options with an exercise price equal to $60.00 per share for restricted stock units, except for employees in Canada who would receive new stock options with new vesting schedules and exercise prices. The offer expired at 12:00 p.m., New York City time, on Oct. 13, 2015. A total of 31 eligible employees participated in the offer, none of whom reside in Canada. Pursuant to the terms and conditions of the Offer to Exchange, the Company accepted for exchange all eligible options validly tendered, and not validly withdrawn, as of such expiration date, which in the aggregate totaled options to purchase 175,000 shares of the Company's common stock, representing approximately 97% of the eligible options subject to the offer. All eligible options accepted in the offer have been cancelled, and the Company granted a total of 29,219 RSUs and 0 new options in exchange therefor, pursuant to the terms of the Offer to Exchange. About Alliance One Alliance One International is a leading global independent leaf merchant. Visit the Company's Web site at http://www.aointl.com/ Alliance One reported a net loss of $15.6 million on $2.10 billion of sales and other operating revenues for the year ended March 31, 2015, compared to a net loss of $87 million on $2.3 billion of sales and other operating revenues for the year ended March 31, 2014. * * * As reported by the TCR on Feb. 12, 2015, Moody's Investor Service downgraded the Corporate Family Rating of Alliance One International, Inc. (AOI) to Caa1 from B3. The downgrade of AOI's CFR to Caa1 reflects Moody's expectation that credit metrics will remain weak over the next 12 - 18 months. The TCR reported on April 13, 2015, that Standard & Poor's Ratings Services lowered its corporate credit rating on Morrisville, N.C.-based Alliance One International Inc. to 'CCC+' from 'B-'. ALONSO & CARUS: Refutes Committee's Claims That Plan Unconfirmable ------------------------------------------------------------------ The Official Committee of Unsecured Creditors appointed in the Chapter 11 case of Alonso & Carus Iron Works, Inc., asked the U.S. Bankruptcy Court for the District of Puerto Rico to reject the Debtor's disclosure statement because it's describing a reorganization plan that is patently unconfirmable. The Committee says it would be an unnecessary waste of administrative resources to move forward with the Plan solicitation and confirmation process as the Debtor's Plan is not confirmable. According to the Committee, the Plan is not confirmable for two reasons: -- First, the Plan is not fair and equitable to general unsecured creditors as required by section 1129(b)(2)(B)(ii) of the Bankruptcy Code -- in other words, the Plan violates what is commonly known as the "absolute priority rule." -- Second, the Plan is not feasible under section 1129(a)(11) of the Bankruptcy Code because it describes a Plan that includes projections that have already proved to be inaccurate and cannot be substantiated, and by its own terms is unconfirmable as the Plan requires further financial reorganization. The Committee notes that the Debtor is proposing to pay holders of general unsecured claims over a period of 72 months (6 years) without interest (and, thus, the Plan correctly identifies general unsecured claims as impaired). Accordingly, in order to satisfy the absolute priority rule, the Plan must not provide a distribution to any class of claims or interests that is junior to holders of general unsecured claims. In its current form, however, the Plan, the Committee, points out, fails to satisfy the requirements of the absolute priority rule because it provides that the "Debtor's shareholders will retain their shares in Debtor, unaltered. The Committee also notes that as set forth in Article IV of the Plan, BPPR's secured claim totaling approximately $11,200,000 will be paid in full over a 300 month (25 year) period, with monthly payments totaling approximately $67,000, including interest at 5.25% per annum. The Plan also contemplates balloon payments due to BPPR on June 30, 2020, which the Debtor "expects to renegotiate. . ." The Debtor, according to the Committee, has not provided any evidence that it will be able to obtain sufficient funding to make or renegotiate the balloon payments. "Assuming that the Projections are even accurate, which, as demonstrated previously, they are not, on June 30, 2020, the Debtor will have a cash balance of approximately $1,275,977, while the balloon payments could total approximately $7,200,000. Therefore, if the Debtor is unable to renegotiate the balloon payments or obtain alternative financing, it will not have sufficient cash to make the balloon payments and it will be forced to liquidate or reorganize. Accordingly, the Plan, in its present form, is not feasible. Despite the Debtor's unsubstantiated confidence that it can renegotiate the balloon payments, the fact that the Debtor must do so renders the Plan not feasible under section 1129(a)(11) of the Bankruptcy Code, which prohibits the confirmation of a plan that will likely be followed by "the need for further financial reorganization." See 11 U.S.C. Sec. 1129(a)(11). Under the Plan, further financial reorganization is not just likely; it is required," counsel to the Committee, Javier Vilarino, Esq., at Vilarino & Associates LLC, tells the Court. Debtor's Response According to the Debtor, contrary to the Committee's assertion, the Plan is fair and equitable to general unsecured creditors as they are to receive thereunder 100% of their claims and it does not violate the absolute priority rule since the equity holders retention of their shares does not affect such recovery, particularly when they are not to receive any dividends on their claims as Class 3 general unsecured creditors in order to expedite the payments to the other members of such Class. The Debtor contends the Plan is feasible, as it will be proven during the hearing on its confirmation, without the need of any further reorganization. The Debtor says it will have the funds to make the payments on the Effective Date. During the second year of the Plan and thereafter, Debtor's cash flows will cover all required payments under the Plan, more easily made, due to the elimination of the Chapter 11 costs (i.e. professional fees, US Trustee fees and payments on the Effective Date, etc.) In terms of the negotiations with BPPR, as to the balloon payment, this is an issue that is foreseen to be dealt with 60 months after the Effective Date, and a matter not uncommon in Puerto Rico. Although it may be true that BPPR may not accept an extension of the balloon payment, if that would be the case, at that time the general Unsecured Creditors will have received 60 of the 72 monthly installments to be made under the Plan or 83% of their claims. BPPR is still negotiating with Debtor and has not made any expressions against the Plan. According to the Debtor, in the event that the administrative costs, due to delays in confirming the Plan, increase over those budgeted amounts, it may be forced to file an amended Plan reducing dividends to General Unsecured Creditors, to tailor all payments to its cash flows. Servimental Objection Servimetal LLC, filed an objection to the approval of the adequacy of Debtor’s Disclosure Statement, on the basis that the amount listed in Debtor’s Schedule F as owed to Servimetal ($28,884.90) does not include 1% interest as per the terms of Servimetal’s invoices and that said amount is the one listed in the Disclosure Statement as owed to Servimetal. The Debtor responded that a difference of $852.95 does not constitute valid grounds to assert that the Disclosure Statement does not meet the standards of Section 1125(a). The Debtor's counsel attempted to reach Servimetal's counsel to advise her that the amount of $29,737.85 is recognized as owed by Debtor. The Debtor's Plan The Plan provides for the payment in full to all creditors: (i) BPPR's secured claims in the amount of approximately $11,200,000 -- the total amount outstanding under two loans BPPR provided to the Debtor -- will be paid in full over a 300 month period (25 years), including interest at 5.25% per annum. The monthly payments to BPPR will total $67,007.01 and that both loans will have a balloon payment on June 30, 2020. The Debtor expects to re-negotiate the balloon payments before such date and continue with the monthly payments as set forth above. BPPR's claims are impaired. (ii) The claims of general unsecured creditors -- the total of which the Debtor estimates to be approximately $3,800,000 -- will be paid in full over a 72 month period (6 years), in equal monthly installments of $50,460, without interest. The claims of general unsecured creditors are impaired. (iii) The Equity Holders will retain their shares in the reorganized Debtor unaltered. The interests of shareholders are unimpaired. * * * The Debtor on May 28, 2015, filed its Chapter 11 Plan of Reorganization and explanatory Disclosure Statement. A hearing on the Disclosure Statement was scheduled for Aug. 18, but the hearing was rescheduled to Oct. 9 at the request of the Creditors Committee and certain creditors. According to the minutes of the Oct. 9 hearing, the Unsecured Creditors' Committee and debtor are granted 14 days to inform the court on the status of exchange of information relative to the approval of the Disclosure Statement. The Debtor will file a response to PREPA's opposition re adequate assurance under Sec. 366. he objection to the Disclosure Statement by Servimetal LLC (Dkt. #151) in light of Debtor's response is denied. The difference in the claim amount is de minimis and Debtor admits to the amount claimed by Servimetal. Thus, there is no impact on Servimetal's knowledge on how to vote re plan confirmation. Order is due by Oct. 26, 2015. Debtor's attorneys: Charles A. Cuprill-Hernandez CHARLES A. CUPRILL, P.C.S., LAW OFFICES 356 Fortaleza Street, Second Floor San Juan, PR 00901 Tel.: (787) 977-0515 Fax: (787) 977-0518 E-mail: ccuprill@cuprill.com The Committee's counsel: Javier Vilarino, Esq. VILARINO & ASSOCIATES LLC PO BOX 9022515 San Juan, PR 00902-2515 E-mail: jvilarino@vilarinolaw.com - and - LOWENSTEIN SANDLER LLP Jeffrey D. Prol, Esq. 65 Livingston Avenue Roseland, New Jersey 07068 Telephone: 973-597-2500 Facsimile: 973-597-2400 E-mail: jprol@lowenstein.com About Alonso & Carus Alonso & Carus Iron Works, Inc., sought Chapter 11 protection (Bankr. D.P.R. Case No. 15-02250) in Old San Juan, Puerto Rico, on March 27, 2015. The case is assigned to Judge Enrique S. Lamoutte Inclan. The Catano, Puerto Rico-based debtor has filed schedules of assets and liabilities, disclosing $23,028,113 in total assets and $14,919,146 in total debts. The Debtor on the Petition Date filed applications to employ Charles A Curpill, PSC Law office, as counsel; and CPA Luis R. Carrasquillo & Co, PSC as financial consultant. On July 14, 2015, the Office of the U.S. Trustee formed an Official Committee of Unsecured Creditors. The Creditors Committee has tapped Vilarino & Associates LLC as Puerto Rico counsel, and Lowenstein Sandler LLP as lead counsel. The Committee also retained GlassRatner Advisory & Capital Group LLC, as financial advisors. AOXING PHARMACEUTICAL: Swings to $5.5M Net Income in Fiscal 2015 ---------------------------------------------------------------- Aoxing Pharmaceutical Company, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing net income attributable to shareholders of the Company of $5.49 million on $25.48 million of sales for the year ended June 30, 2015, compared to a net loss attributable to shareholders of the Company of $8.21 million on $12.7 million of sales for the year ended June 30, 2014. As of June 30, 2015, the Company had $53.0 million in total assets, $42.97 million in total liabilities and $10.1 million in total equity. BDO China Shu Lun Pan Certified Public Accountants LLP, in Shanghai, People's Republic of China, issued a "going concern" qualification on the consolidated financial statements for the year ended June 30, 2015, stating that the Company accumulated a large deficit and a working capital deficit that raise substantial doubt about its ability to continue as a going concern. A full-text copy of the Form 10-K is available for free at: http://is.gd/msw40L About Aoxing Aoxing Pharmaceutical Company, Inc., has one operating subsidiary, Hebei Aoxing Pharmaceutical Co., Inc., which is organized under the laws of the People’s Republic of China. Since 2002, Hebei Aoxing has been engaged in developing narcotics and pain management products. In 2008 Hebei Aoxing supplemented its product lines by acquiring Shijiazhuang Lerentang Pharmaceutical Company, Ltd., a specialty pharmaceutical company focusing on herbal pain related therapeutics. The Company owns 95% of the equity in Hebei Aoxing. ATLANTIC & PACIFIC: Ex-Pathmark Staff Opposes Pension Termination ----------------------------------------------------------------- A staff who worked for 30 years at Pathmark sent a letter to the U.S. Bankruptcy Court to object to the proposed termination of his pension. Louis Perillo of Bronx, N.Y., said he needs the pension to p ay for his medical treatment. He recounted that for the last seven months he has been in two hospitals and one rehabilitation facility. "Two months in the ICU, four months in an acute care hospital and I am now in a sub acute rehabilitation hospital," Mr. Perillo wrote. "My hospital Medicare benefits have ended and my Medicare rehab benefits will end December 5, 2015. I was on dialysis for 7-8 weeks. I have a tracheotomy and was on a vent for about 5 months. The doctors are trying to wean me off of the trach. I have many more months of physical rehab so that I can walk and go home." "Please take my plight into consideration when you make your decision," Mr. Perillo wrote. 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. ATP OIL: OHA Investment Settles Certain Elements of Litigation -------------------------------------------------------------- OHA Investment Corporation on Oct. 14 disclosed that it has reached a settlement of certain elements of the ATP Litigation. As described in OHAI's report on Form 10-Q for the quarterly period ended June 30, 2015 and numerous previous public filings, OHAI has been involved in a series of legal actions, collectively known at the ATP Litigation, that relate to OHAI's limited term overriding royalty interests (the "ORRIs") in certain oil and gas properties operated by Bennu Oil & Gas. OHAI has reached a settlement that would, if approved by the bankruptcy court, along with the proposed Agreed Judgment, substantially resolve Phase 1 of the ATP Litigation, including the risk that OHAI would be required to disgorge the ORRI payments made since August 2012 based on an alleged re-characterization of the ORRIs. This resolution would also allow the litigation to proceed to Phase 2. OHAI, along with Bennu, the Chapter 7 Trustee, and Credit Suisse AG, as agent for the lenders associated with ATP's debtor-in-possession ("DIP") financing facility, on Oct. 14 filed a Stipulation of Settlement and Release with the bankruptcy court (the "Stipulation"). Pursuant to the Stipulation, the parties have agreed to a settlement pursuant to which (1) the Trustee will release his alleged Section 547 preference claims against OHAI in exchange for a payment of $335,000; (2) the Trustee will release his alleged Section 549 post-petition claims against OHAI in exchange for a $3 million reduction in the outstanding DIP obligations held by Credit Suisse AG as agent for the DIP lenders; (3) the Trustee and OHAI will dismiss their claims against each other; (4) OHAI will receive a full release of all claims and certain stipulations from the Trustee; (5) mutual releases will be exchanged between OHAI and Credit Suisse AG, as agent for the DIP lenders; and (6) OHAI and Bennu will be free to pursue their Agreed Judgment described below. As previously disclosed in OHAI's public filings, OHAI and Bennu had sought entry of an Agreed Judgment that was opposed by the Trustee. If the Stipulation is approved by the bankruptcy court, OHAI and Bennu would again seek entry of an Agreed Judgment which would determine that, among other things, the ORRIs are a real property interest and a "production payment" within the meaning of the Bankruptcy Code, and that the ORRIs are not and never were property of ATP's bankruptcy estate. Neither party would make any payment to the other with respect to the proposed Agreed Judgment. The proposed Agreed Judgment does not address any disputes between OHAI and Bennu with respect to the terms of the ORRIs, including those relating to the treatment of OHAI's legal fees, default interest, or the claims asserted by the statutory lien claimants. The Stipulation and the proposed Agreed Judgment are contingent upon bankruptcy court approval. Other parties to the ATP bankruptcy case may oppose the Stipulation, and other parties to the adversary proceeding may oppose the Agreed Judgment. Accordingly, there can be no assurance that they will be approved or ultimately become effective. The Stipulation and proposed Agreed Judgment would not affect Phase 2 of the ATP Litigation, which principally relates to certain statutory lien claims and the terms of the ORRIs, including the calculation of the royalty payments necessary to cause termination of the ORRIs. The claims subject to dispute in Phase 2 are, on their face, substantial. Since discovery has not commenced on the Phase 2 issues, specific details of the relevant claims have yet to be clarified. About OHA Investment Corporation OHA Investment Corporation is a specialty finance company designed to provide its investors with current income and capital appreciation. OHAI focuses primarily on providing creative direct lending solutions to middle market private companies across industry sectors. OHAI is externally managed by Oak Hill Advisors, L.P. -- http://www.oakhilladvisors.com-- an independent investment firm. Oak Hill Advisors has deep experience in direct lending, having invested approximately $3 billion in nearly 100 direct lending investments over the past 12 years. OHAI was formerly known as NGP Capital Resources Company prior to Oak Hill Advisors assuming the external manager role for the Company on September 30, 2014. OHAI has elected to be regulated as a business development company under the Investment Company Act of 1940. About ATP Oil Houston, Texas-based ATP Oil & Gas Corporation is an international offshore oil and gas development and production company focused in the Gulf of Mexico, Mediterranean Sea and North Sea. ATP Oil & Gas filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 12-36187) on Aug. 17, 2012. Attorneys at Mayer Brown LLP, serve as bankruptcy counsel. Munsch Hardt Kopf & Harr, P.C., is the conflicts counsel. Motley Rice LLC and Fayard & Honeycutt, APC serve as special counsel. Opportune LLP is the financial advisor and Jefferies & Company is the investment banker. Kurtzman Carson Consultants LLC is the claims and notice agent. ATP disclosed assets of $3.6 billion and $3.5 billion of liabilities as of March 31, 2012. Debt includes $365 million on a first-lien loan where Credit Suisse AG serves as agent. There is $1.5 billion on second-lien notes with Bank of New York MellonTrust Co. as agent. ATP's other debt includes $35 million on convertible notes and $23.4 million owing to third parties for their shares of production revenue. Trade suppliers have claims for $147 million, ATP said in a court filing. An official committee of unsecured creditors has been appointed in the case. Evan R. Fleck, Esq., at Milbank, Tweed, Hadley & McCloy, in New York, represents the Creditors Committee as counsel. A seven-member panel of equity security holders has also been appointed in the case. Kyung S. Lee, Esq., and Charles M. Rubio, Esq. of Diamond McCarthy LLP, in Houston, Texas, serve as counsel to the Equity Committee. Judge Marvin Isgur of the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, issued an order on June 26, 2014, converting ATP Oil & Gas Corporation's Chapter 11 case to one under Chapter 7 of the Bankruptcy Code. BEHR LLC: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------- Debtor: Behr, LLC dba Behr Construction, LLC PO Box 2771 Fort Smith, AR 72913 Case No.: 15-72619 Chapter 11 Petition Date: October 14, 2015 Court: United States Bankruptcy Court Western District of Arkansas (Fort Smith) Judge: Hon. Ben T Barry Debtor's Counsel: Stanley V Bond, Esq. BOND LAW OFFICE P.O. Box 1893 Fayetteville, AR 72701-1893 Tel: (479) 444-0255 Fax: (479) 444-7141 Email: attybond@me.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Brandon Woodrome, owner - managing member. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/arwb15-72619.pdf BLUE EAGLE: Moody's Assigns 'B3' Corporate Family Rating -------------------------------------------------------- Moody's Investors Service assigned Blue Eagle Holdings III, L.P. ("Enterprise OLS") a first-time B3 Corporate Family Rating (CFR) and a B3-PD Probability of Default Rating. Moody's also assigned a B2 rating to Enterprise OLS' proposed $600 million of first lien credit facilities and a Caa2 rating to its $100 million of second lien term loan facility. The rating outlook is stable. The proceeds from the credit facilities, along with $234 million of equity, will be used to finance the $750 million acquisition of the Operations and Commerce Services business units of eBay Inc.'s enterprise segment by funds affiliated with Sterling Partners and Longview Asset Management. The acquired operations will be merged with Innotrac Corporation, a company owned by Sterling Partners, to create Enterprise OLS, a provider of outsourced ecommerce services. The businesses acquired from eBay Inc. will comprise the bulk of the combined company's revenues and adjusted EBITDA. RATINGS RATIONALE The B3 CFR primarily reflects Enterprise OLS' low projected free cash flow over the next 12 to 18 months and elevated execution risks in managing the transition to a standalone entity, achieving cost synergies and integrating the operations of the two companies. In addition, Enterprise OLS continues to face pricing pressure in the core logistics business. Enterprise OLS' current profitability is modest but Moody's expects the company's EBITDA margin to increase to 16% in 2016 (based on realized cost savings and incorporating Moody's standard adjustments) through cost synergies and productivity gains. Moody's expects elevated capital spending to support growth and integration and transition costs will constrain free cash flow generation in 2016, and almost the entire free cash flow will be generated in the seasonally strong fourth quarter. However, Moody's expects free cash flow to increase from about 3% of total debt in 2016 to approximately 12% to 13% of total debt in 2017, as capital expenditures and restructuring and integration costs decline and cost synergies are realized. The rating benefits from Enterprise OLS' enhanced scale as a leading provider of fulfillment services and growing demand for ecommerce fulfillment services. While Enterprise OLS' annual revenue growth rates are expected to be uneven over the next two to three years due to anticipated customer losses and pricing pressure, Moody's expects revenue growth to average at least 5% over this period. The rating is additionally supported by the high proportion of revenues that are expected under existing contacts. Enterprise OLS has adequate liquidity over the next 12 to 15 months, primarily comprising its $60 million revolving credit facility that is expected to remain undrawn at closing, about $20 million of cash at close, and approximately $20 million to $25 million in free cash flow in 2016. These sources adequately cover the approximate $5.4 million of required annual term loan amortization. The stable rating outlook is based on Moody's expectations that Enterprise OLS will generate revenue growth in the mid-to-high single digit percentages in 2016 and free cash flow of at least $20 million in 2016. Moody's could upgrade Enterprise OLS' ratings if it maintains revenue growth in the mid to high single digit percentages, it realizes targeted cost savings and generates free cash flow in excess of 10% of total debt on a sustained basis. The ratings could be downgraded if Enterprise OLS' operating performance fails to improve as anticipated as a result of delays in achieving cost savings, higher than expected cost outlays, pricing pressure, or revenue and operating cash flow fall short of the company's plan. Liquidity deterioration could also result in a downgrade. Moody's assigned the following ratings to Blue Eagle Holdings III, L.P.: Corporate Family Rating, Assigned B3 Probability of Default Rating, Assigned B3-PD 1st lien revolving credit facility, Assigned B2 (LGD3) 1st lien term loan facility, Assigned B2 (LGD3) 2nd lien term loan facility, Assigned Caa2 (LGD5) Outlook is Stable Enterprise OLS is a provider of ecommerce services with approximately $1.2 billion in annual revenues pro forma for the combination of a portion of eBay Inc's enterprise business unit with Innotrac Corporation. BWAY HOLDING: Moody's Affirms 'B3' Corporate Family Rating ---------------------------------------------------------- Moody's Investors Service affirmed the B3 corporate family rating, B3-PD probability of default rating and instrument ratings to BWAY Holding Company, Inc. The rating outlook was revised to stable from negative. BWAY Holding Company, Inc. -- Affirmed B3 corporate family rating -- Affirmed B3-PD probability of default rating -- Affirmed $1,220 million senior secured term loan due August 2020, B2 (LGD 3) -- Affirmed $650 million senior unsecured notes due August 2021, Caa2 (LGD 5) The ratings outlook is revised to stable from negative. RATINGS RATIONALE The revision of the outlook to stable reflects the improvement in operating results from the company's cost saving and pricing initiatives and continued positive free cash generation. The revision also reflects BWAY's continued good liquidity and an expectation of further improvements in credit metrics. While the company's end markets may remain sluggish over the near term, BWAY is expected to continue to generate positive free cash flow, dedicate all free cash flow to debt reduction and maintain good liquidity. BWAY's B3 corporate family rating reflects the weak credit metrics, high concentration of sales and cyclical nature of the primary end market. The rating also reflects the company's financial aggressiveness and the sponsor's lack of equity left in the company after the second debt financed dividend. The company generates approximately 52% of its revenue from the US housing and construction-related end markets (including paint and other building products) and 15% from one customer. Additionally, the top ten customers account for approximately 35% of revenue (50% in the metal segment). While most of the company's acquisition targets are smaller bolt-on, the potential for a larger debt-financed acquisition exists and integration risk remains. The company has long-term contracts with customers that contain cost pass-through provisions for core raw materials, but other costs are excluded and the contracts allow for competitive bids. The ratings are supported by the company's strong competitive position in the US housing and construction-related end markets including a dominant share in the metal segment and the limited number of suppliers with scale and breadth of product line. BWAY also benefits from strong liquidity, long-standing customer relationships and some exposure to the relatively more stable consumer products related end markets. The company has limited competition from imports due to the freight costs for most of its products (bulky and light empty pails) and the comparatively low percentage of labor costs. The ratings are also supported by anticipated benefits from completed and in-process cost saving initiatives and the reduction of onetime charges in 2016. BWAY has pledged to direct all free cash flow to debt reduction. The rating could be upgraded if BWAY sustainably improves credit metrics and maintains strong liquidity within the context of a stable operating and competitive environment. The company would also need to adopt less aggressive financial policies. Specifically, the ratings could be upgraded if debt to EBITDA declines below 5.5 times, funds from operations to debt increases to above 8.75% and EBITDA to gross interest improves to over 2.0 times. The rating could be downgraded if BWAY fails to improve credit statistics or there is a deterioration in liquidity, and/or the operating and competitive environment. Continued aggressive financial policies could also pressure the rating. Specifically, the rating could be downgraded if total debt to EBITDA remains above 7.0 times, funds from operations to debt remains below 6.0% and EBITDA to gross interest remains below 2.0 time. The principal methodology used in these ratings was Packaging Manufacturers:Metal, Glass, and Plastic Containers published in September 2015. BWAY Holding Company, Inc. manufactures general line metal and plastic containers for industrial and consumer products. Metal containers accounted for approximately 48% of BWAY's revenue in fiscal 2014 and plastic containers for 52%. With 24 manufacturing facilities across the United States and in Canada and Puerto-Rico, BWAY is a national supplier of steel paint cans, plastic pails, paint bottles and ammunition boxes. The company generates 90% of sales in the U.S. and 9% in Canada. Revenue for the twelve months ended June 30, 2015 was approximately $1.5 billion. BWAY was acquired by an affiliate of Platinum Equity, LLC on November 5, 2012 in a largely debt financed deal that included approximately $267.4 million in equity (after the working capital adjustment). CALIFORNIA COMMUNITY: May Access Cash Collateral Until December 31 ------------------------------------------------------------------ The U.S. Bankruptcy Court for the Eastern District of California authorized California Community Collaborative Inc. to continue, on a final basis, to use cash collateral for the period Sept. 1, 2015, through Dec. 31, 2015, pursuant to the budget. The Court also authorized the Debtor to continue making adequate protection payments to its secured creditors, the San Bernardino County Tax Collector and the California Bank and Trust. A full-text copy of the cash collateral budget is available for free at http://is.gd/B9kCSA As reported by the Troubled Company Reporter on Aug. 28, 2015, proceeds of the cash collateral -- consisting of rents collected from tenants at its building located in 655 West 2nd Street, San Bernardino, California -- will be used to pay expenses incurred from the real property and the operation of its business for the period Sept. 1, 2015 to Dec. 31, 2015. Judge Christopher M. Klien had previously issued a final order approving the Debtor's continued use of the cash collateral and to make adequate protection payments to the Bank and the County for the period July 1, 2015 through Aug. 31, 2015. The Judicial Council of California, which operates the Child Support Division of the Superior Court for the County of San Bernardino, is currently leasing approximately 26,500 square feet of space in the Debtor's two-storey office building. The gross rent and CAM charges due from the Council currently totals approximately $67,000 per month and the lease extends to February 2018. With the Court's approval, the Debtor entered a 10-year lease of 39,000 square feet of space on the first floor of the building with the Rex and Margaret Fortune School of Education. Fortune is anticipated to occupy the leased premises in December 2015. Anthony Asebedo, Esq., at Meegan, Hanschu & Kassenbrock, in Gold River, California, told the Court that the Debtor had just learned that the Judicial Council of California, which has agreed to terms for a 10-year extension of its lease with the Debtor. He added that the Debtor has submitted bids with the County of San Bernardino for the lease of remaining space at its building. Mr. Asebedo noted that the County and the Bank may assert a security interest in the building, which may extend to the rents and profits from the building. Mr. Asebedo told the Court that in the ordinary course of the Debtor's business, it will be necessary and vital for the Debtor to continue to use the rents from the building. He believes that it is in the best interest of the estate and creditors that the Debtor continue to operate its business so as to obtain Fortune's occupancy under the new lease and to otherwise increase the occupancy rate at the building, so that the increased rental income can be used to fund a Plan of Reorganization. Mr. Asebedo further told the Court that cash from rents received by the Debtor postpetition may be considered cash collateral. About California Community California Community Collaborative owns and rents to non-residential tenants an office building located at 655 West 2nd Street, San Bernardino, California. The building was previously a Mervyn's retail shopping center before it was acquired and later remodeled into a two-story, 88,000 square foot office building. The company was formed by Merrell Schexnydre, who is presently the sole shareholder and president. The Judicial Council of California leases about 26,000 square feet of space at the building. California Community filed a Chapter 11 bankruptcy petition (Bankr. E.D. Cal. Case No. 14-26351) on June 17, 2014. Mr. Schexnydre signed the petition. Judge Christopher M. Klein presides over the case. The Debtor estimated assets of at least $10 million and liabilities of $1 million to $10 million. The Debtor tapped Meegan, Hanschu & Kassenbrock as counsel and CBRE-Inland Commercial Real Estate as broker. CALIFORNIA COMMUNITY: Plan Disclosure Hearing Continued to Nov. 4 ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of California continued to Nov. 4, 2015 at 10:00 a.m. the hearing to consider approval of the disclosure statement explaining California Community Collaborative, Inc.'s Plan of Reorganization dated March 26, 2015. The Debtor on Sept. 30 filed a Third Amended Disclosure Statement, which only contains minor changes to the Second Amended Disclosure Statement filed Aug. 4, 2015. The latest Disclosure Statement provides that the IRS has a $100 priority tax claim, which, like the California Franchise Tax Board's $1,600 claim, will be paid in full no later than 1 year from the Effective Date. A copy of the Third Amended Disclosure Statement is available for free at: http://bankrupt.com/misc/Calif_Comm_353_3rd_Am_DS.pdf The Debtor's proposed reorganization plan provides: -- The allowed secured claim of San Bernardino County Tax Collector (Class 2.1) will be allowed shall be paid in full with penalties, costs, fees, and the interest to accrue at the statutory rate in accordance with the payment schedule calling for equal annual installments of $41,168. -- The allowed secured claim of California Bank & Trust (Class 2.2) will be allowed the amount of $9,526,765 as of the Confirmation Date, will bear interest at the rate 5.5% per year from the Confirmation Date, and will be paid in full, with interest in the form of a monthly payment of $45,000 to be applied to interest plus a lump-sum payment before Jan. 30, 2017. -- General unsecured creditors (Class 4) are to receive a distribution of 100% of their allowed claims, with simple interest of 3% per year, to be distributed through twice-annual disbursements over a period of no more than 36 months. -- Equity security holder Merrell Schexnydre (Class 5) will retain his interest in the Debtor as same existed immediately prior to the Petition Date. About California Community California Community Collaborative owns and rents to non-residential tenants an office building located at 655 West 2nd Street, San Bernardino, California. The building was previously a Mervyn's retail shopping center before it was acquired and later remodeled into a two-story, 88,000 square foot office building. The company was formed by Merrell Schexnydre, who is presently the sole shareholder and president. The Judicial Council of California leases about 26,000 square feet of space at the building. California Community filed a Chapter 11 bankruptcy petition (Bankr. E.D. Cal. Case No. 14-26351) on June 17, 2014. Mr. Schexnydre signed the petition. Judge Christopher M. Klein presides over the case. The Debtor estimated assets of at least $10 million and liabilities of $1 million to $10 million. The Debtor tapped Meegan, Hanschu & Kassenbrock as counsel and CBRE-Inland Commercial Real Estate as broker. * * * California Community on March 26, 2015, filed a proposed reorganization plan that proposes to pay off unsecured in full in three years. The Debtor on May 11, 2015, won approval from the Bankruptcy Court to enter into a 10-year lease with Rex and Margaret Fortune School of Education for 39,000 square feet of space at the Debtor's property. The Debtor also won approval to borrow as much as $2,200,000 for the purpose of funding a $1,775,000 tenant-improvement allowance under the lease and for funding the Debtor's operations. From $12 million as of the bankruptcy filing, the Debtor believes the value of the property has risen to $15 million to $16 million after the execution of the Fortune lease in March 2015. CAROLYN DAVIS: Justices Reject Bankruptcy, Debt Collection Petition ------------------------------------------------------------------- Chris Bruce, writing for Bloomberg News, reported that the U.S. Supreme Court on Oct. 13 declined to hear an appeal from a Feb. 17, 2015 ruling by the U.S. Court of Appeals for the Ninth Circuit that applied the statutory limit for filings under Chapter 12 of the Bankruptcy Code (Davis v. U.S. Bank N.A., U.S., No. 15-cv-00017, petition for certiorari denied, 10/13/15). According to the report, the debtor, Carolyn L. Davis, said the Ninth Circuit's Bankruptcy Appellate Panel wrongly dismissed her bankruptcy petition, holding her "aggregate debts" exceeded $3,792,650, the statutory cap for Chapter 12 eligibility at that time. In other action, the justices also declined to hear a petition from a July 23, 2014, ruling by the Indiana Court of Appeals that rebuffed a Fair Debt Collection Practices Act suit against Discover Bank (Bramage v. Discover Bank, U.S., No. 15-cv-05541, petition for certiorari denied, 10/13/15). Walter J. Bramage, a credit card borrower, alleged violations of the FDCPA and the Gramm-Leach-Bliley Act, but the Indiana court upheld a trial court that dismissed the suit, the report related. In addition, the Supreme Court Oct. 13 said no to a petition by borrowers who challenged a foreclosure upheld by the Sixth Circuit in a Feb. 27, 2015 ruling (Gjokaj v. HSBC Mortgage Srvcs. Inc., U.S., No. 15-cv-00143, petition for certiorari denied, 10/13/15). Shace Gjokaj and said a district court wrongly dismissed their suit Vata Gjokaj challenging a foreclosure-by-advertisement of their home under Michigan law, and the Sixth Circuit agreed with the district court's assessment that they failed to comply with the law, the report further related. CBA 54: Voluntary Chapter 11 Case Summary ----------------------------------------- Debtor: CBA 54 14930 Ventura Boulevard, Suite 200 Sherman Oaks, CA 91403 Case No.: 15-13429 Chapter 11 Petition Date: October 14, 2015 Court: United States Bankruptcy Court Central District of California (San Fernando Valley) Judge: Hon. Maureen Tighe Debtor's Counsel: Cynthia Futter, Esq. FUTTER-WELLS PC 2463 Ashland Ave Santa Monica, CA 90405 Tel: 310-450-6857 Fax: 888-907-0006 Email: cfutter@futterwells.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $50,000 to $100,000 The petition was signed by Firooz Payan, managing member. The Debtor did not include a list of its largest unsecured creditors when it filed the petition. CELL ACCESS: Case Summary & 8 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Cell Access Cellular Inc. aka CAI International Inc. dba AT&T Mobility 15935 NW 57 Ave Hialeah, FL 33014 Case No.: 15-28279 Chapter 11 Petition Date: October 14, 2015 Court: United States Bankruptcy Court Southern District of Florida (Miami) Judge: Hon. Jay A. Cristol Debtor's Counsel: Joel M. Aresty, Esq. JOEL M. ARESTY P.A. 309 1st Ave S Tierra Verde, FL 33715 Tel: 305.899.9876 Fax: 305.723.7893 Email: aresty@mac.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Avelino A. Vega, president. A list of the Debtor's eight largest unsecured creditors is available for free at http://bankrupt.com/misc/flsb15-28279.pdf CHINA GINSENG: Incurs $3.9 Million Net Loss in Fiscal 2015 ---------------------------------------------------------- China Ginseng Holdings, Inc. filed with the Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $3.90 million on $272,600 of revenue for the year ended June 30, 2015, compared with a net loss of $4.76 million on $2.61 million of revenue for the year ended June 30, 2014. As of June 30, 2015, the Company had $8.34 million in total assets, $18.0 million in total liabilities, and a $9.67 million total stockholders' deficit. Cowan, Gunteski & Co., P.A., in Tinton Falls, NJ, issued a "going concern" qualification on the consolidated financial statements for the year ended June 30, 2015, citing that the Company had net losses of $3.90 million and $4.76 million for the years ended June 30, 2015 and 2014, respectively, an accumulated deficit of $18.1 million at June 30, 2015 and a working capital deficit of $16.5 million at June 30, 2015, and there are existing uncertain conditions the Company faces relative to its ability to obtain working capital and operate successfully. These conditions raise substantial doubt about its ability to continue as a going concern. A full-text copy of the Form 10-K is available for free at: http://is.gd/5jSVrt About China Ginseng Changchun City, China-based China Ginseng Holdings, Inc., conducts business through its four wholly-owned subsidiaries located in China. The Company has been granted 20-year land use rights to 3,705 acres of lands by the Chinese government for ginseng planting and it controls, through lease, approximately 750 acres of grape vineyards. However, recent harvests of grapes showed poor quality for wine production which indicates that the vineyards are no longer suitable for planting grapes for wine production. Therefore, the Company has decided not to renew its lease for the vineyards with the Chinese government upon expiration in 2013 and, going forward, it intends to purchase grapes from the open market in order to produce grape juice and wine. CLUB ONE CASINO: Case Summary & Largest Unsecured Creditors ----------------------------------------------------------- Debtor affiliates filing separate Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- Club One Casino, Inc. 15-14017 1033 Van Ness Avenue Fresno, CA 93721 Club One Acquisition Corp. 15-14021 11150 Santa Monica Blvd., Suite 700 Los Angeles, CA 90025 Type of Business: Club One Casino, Inc. operates a card room in Fresno, California. Its facilities include banquets, a bar, and a restaurant. Chapter 11 Petition Date: October 14, 2015 Court: United States Bankruptcy Court Eastern District of California (Fresno) Judge: Hon. Rene Lastreto II Debtors' Counsel: T. Scott Belden, Esq. BELDEN BLAINE, LLP 5100 California Avenue, Suite 101 Bakersfield, CA 93309 Tel: 661-864-7827 Fax: (661) 878-9797 Email: sbelden@beldenblaine.com - and - Hagop T. Bedoyan, Esq. KLEIN, DENATALE, GOLDNER, COOPER, ROSENLIEB & KIMBALL, LLP 5260 N Palm Ave #201 Fresno, CA 93704 Tel: 559-438-4374 Email: hbedoyan@kleinlaw.com Estimated Estimated Assets Liabilities ----------- ----------- Club One Casino, Inc. $10MM-$50MM $10MM-$50MM Club One Acquisition Corp. $0-$50,000 $10MM-$50MM The petition was signed by Kyle R. Kirkland, president. A. List of Club One Casino, Inc.'s 19 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Elaine R. Long, Trustee Promissory Note $4,150,000 7685 N. Ricewood Ave Fresno, CA 93711 George L. Sarantos Promissory Note $4,150,000 49 Scenic Crest Trail Rancho Mirage, CA 92270 Milbank, Tweed, et al. Legal Fees $907,240 601 South Figueroa Street Los Angeles, CA 90017 Dana D. Messina Management Fees $190,000 ICW Group Trade Payables $34,588 City of Fresno Tax Liability $32,977 State Board of Equalization Tax Liability $21,090 Scientific Games Trade Payables $10,918 Saladino's Trade Payables $3,937 DEQ Systems Corp. Trade Payables $3,650 U.S. Foodservice Trade Payables $3,636 TelePacific Communications Trade Payables $2,950 AmeriPride Uniform Services Trade Payables $115 Arthur Moreno Lawsuit Unknown Employment Development Department Payroll Tax Unknown Liabilities Internal Revenue Service Payroll Tax Unknown Liability Linda Mazzei Workers' Comp Unknown Claim Thomas Bowers Employee Unknown Litigation U.S. Equipment Finance Copier Lease Unknown B. List of Club One Acquisition Corp.'s four Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Elaine L. Long Trust dated Note $4,150,000 6/22/2000 c/o Elaine L. Long, Trustee 7685 N. Ricewood Fresno, CA 93711 Elaine L. Long Trust dated Arbitration $1,379,929 6/22/2000 Award c/o Elaine L. Long, Trustee 7685 N. Ricewood Fresno, CA 93711 Elaine L. Long Trust dated Attorney's $400,000 6/22/2000 Fees c/o Elaine L. Long, Trustee 7685 N. Ricewood Fresno, CA 93711 Milbank Tweed Haldey & McCoy, LLP Attorney's $907,240 601 S. Figueroa Street Fees Los Angeles, CA 90017 COLT DEFENSE: Seeks to Retain Control of Ch. 11 Cases ----------------------------------------------------- Colt Holding Company LLC, et al., ask the U.S. Bankruptcy Court for the District of Delaware to extend their exclusive plan filing period to Jan. 11, 2016, and their exclusive plan solicitation period to March 10, 2016, to permit them to move forward on the reorganization path without undue cost or distraction. The Debtors have pursued a sale process while simultaneously attempting to reach an agreement among major credit constituencies that could be implemented through a plan of reorganization. The Debtors, on Oct. 9, filed a plan of reorganization and accompanying disclosure statement premised on a $50 million exit financing facility from private-equity owner Sciens Capital Management, LLC, Fidelity National Financial Inc., Newport Global Advisors LP, and certain other lenders. The Debtors will raise $50 million in new capital from the private Offering of Offering Units consisting of (i) third lien secured debt to be issued pursuant to a third lien exit facility and (ii) 100% of the New Class A LLC Units. Participants in the private Offering consist of the Sciens Group, certain members of the Consortium, and Eligible Holders of Senior Notes Claims. The aggregate new capital raised through the Offering may be increased by up to $5 million. Each Holder of an Allowed General Unsecured Claim will receive a note -- subordinate to the Exit Facilities -- or other consideration as reasonably agreed upon by the Debtors, the RSA Creditor Parties, and the Term Loan Exit Lenders, such consideration to represent a percentage of recovery that is reasonably equivalent to the percentage of recovery realized by the Holders of Allowed Senior Notes Claims. These Claims are Impaired under the Plan. About Colt Defense Colt Defense LLC is one of the world's oldest and most iconic designers, developers, and manufacturers of firearms for military, law enforcement, personal defense, and recreational purposes and was founded over 175 years ago by Samuel Colt, who patented the first commercial successful revolving cylinder firearm in 1836 and began supplying U.S. and international military customers with firearms in 1847. Colt is incorporated in Delaware and headquartered in West Hartford, Connecticut. In 1992, Colt Manufacturing Company, then the principal operating subsidiary, filed chapter 11 petitions in the U.S. Bankruptcy Court for the District of Connecticut. An investment by Zilkha & Co. allowed CMC to confirm a chapter 11 plan and emerge from Bankruptcy in 1994. Sometime after 1994, majority ownership of the Company Transitioned from Zilkha & Co. to Sciens Capital Management. On June 12, 2015, Colt's exchange offer, consent solicitation and solicitation of acceptances of a prepackaged plan of reorganization, dated April 14, 2015, as supplemented, with respect to its $250 million in 8.75% Senior Notes due 2017 expired. The conditions to the exchange offer, the consent solicitation and the prepackaged plan of reorganization were not satisfied, and those conditions were not waived by Colt. Colt's restructuring support agreement with Marblegate Special Opportunities Master Fund, L.P. and Morgan Stanley Senior Funding, Inc., the Company's senior secured term loan lenders, requires it to file for Chapter 11 bankruptcy. Accordingly, Colt Holding Company LLC and nine affiliates, including Colt Defense LLC, on June 14, 2015, filed voluntary petitions (Bankr. D. Del. Lead Case No. 15-11296) for relief under Chapter 11 of the Bankruptcy Code to pursue a sale of the assets as a going concern. Colt Defense estimated $100 million to $500 million in assets and debt. On June 16, 2015, the Court directed the joined administration of the assets. The Debtors tapped Richards, Layton & Finger, P.A., and O'Melveny & Myers LLP, as attorneys, and Kurtzman Carson Consultants LLC as claims and noticing agent. Perella Weinberg Partners L.P. is acting as financial advisor of the Company, and Mackinac Partners LLC is acting as its restructuring advisor. Wilmington Savings Fund Society, FSB, as agent under the $13.33 million Term DIP Loan Agreement, is represented by Pryor Cashman LLP's Eric M. Hellige, Esq.; and Willkie Farr & Gallagher LLP's Leonard Klingbaum, Esq. Cortland Capital Market Services LLC, as agent under the $6.67 million Senior DIP Credit Agreement, is represented by Holland & Knight LLP's Joshua M. Spencer, Esq.; Stroock & Stroock & Lavan LLP's Brett Lawrence, Esq.; and Osler, Hoskin & Harcourt LLP's Richard Borins, Esq., and Tracy Sandler, Esq. The U.S. Trustee for Region 3 appointed five creditors of Colt Defense Inc. and its affiliates to serve on the official committee of unsecured creditors. MagPul Industries Corp. has resigned from the committee leaving only four Committee members. * * * Colt's equity sponsor, Sciens Capital Management, has agreed to act as a stalking horse bidder in the proposed asset sale. Details of the deal were not provided in Colt's news statement announcing the Chapter 11 filing. Colt, however, said it would be soliciting competing bids and has appointed an independent committee of its board of managers to manage the process and evaluate bids. Colt expects to complete the entire Chapter 11 process in 60-90 days. Sciens Capital is represented by Skadden, Arps, Slate, Meagher & Flom LLP's Anthony W. Clark, Esq., and Jason M. Liberi, Esq. Colt Defense LLC on Oct. 9 disclosed that it has taken a significant step toward completion of its restructuring and exit from chapter 11 by filing a plan of reorganization and a disclosure statement with the U.S. Bankruptcy Court for the District of Delaware. The Plan and disclosure statement are consistent with the terms of a restructuring support agreement among Colt, holders of over 60% of Colt's outstanding 8.75% Senior Notes due 2017, Sciens Capital, and the landlord under the lease for the Company's West Hartford, Connecticut manufacturing facility and corporate headquarters. Under the Plan, Colt will receive $50 million in new capital from certain of the Supporting Noteholders and Sciens Capital, which will allow the Company to execute its business plan and emerge from chapter 11. The Plan secures options for the Company to continue operations in West Hartford, Connecticut on a long-term basis. The Plan and disclosure statement also include the terms on which the Company's secured lenders, including Morgan Stanley Senior Funding, Inc., have agreed to refinance their prepetition and post-petition loans through new secured exit facilities to be issued on the Plan effective date. ERG INTERMEDIATE: Can File Chapter 11 Plan Until October 31 ----------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas extended the exclusive periods of ERG Intermediate Holdings LLC and its debtor-affiliates to: a) file a Chapter 11 plan through and including Oct. 31, 2015; and b) solicit acceptances of that plan until Dec. 31, 2015. As reported by The Troubled Company Reporter, the Debtors, unable to find a buyer willing to pony up at least $250 million in cash, filed a reorganization plan that contemplates giving control of the company to their prepetition lenders. The Allowed amount of Unsecured Claims is estimated to be between $11.5 million and $64.0 million. Given that the demand in the Nabors Lawsuit is for no less than $40 million, it is possible that Unsecured Claims could be paid in full in the Chapter 11 cases from that litigation, although the Debtors will not receive the entirety of any award in the Nabors Lawsuit. At the same time, Unsecured Claims could be paid substantially less than in full, and any recovery on the Nabors Lawsuit or other Causes of Action of the Exempt Assets Trust may not occur for a significant period of time. The Official Committee of Unsecured Creditors stated that it supports the Plan as drafted, but reserved its rights, including the right to move for termination of exclusivity, in the event that the Debtors unilaterally seek to amend or modify the Plan in a manner that deviates from or conflicts with the Court-approved Settlement. About ERG Resources ERG Resources, LLC, is a privately owned oil & gas producer that was formed in 1996. Since 2010, ERG Resources and ERG Operating Co. have been primarily engaged in the exploration and production of crude oil and natural gas in the Cat Canyon Field in Santa Barbara County, California. ERG Resources owns 19,027 gross lease acreage in the Cat Canyon Field. ERG Resources also owns and operates oil & gas leases representing 683 gross acres of leasehold located in Liberty County, Texas. The Company's corporate headquarters is located in Houston, Texas. Scott Y. Wood, through two of his affiliates, owns 100% of the membership units in ERG Intermediate Holdings LLC, the parent company. ERG Intermediate Holdings, ERG Resources and three affiliates sought Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No. 15-31858) on April 30, 2015, in Dallas, Texas. The Debtors tapped Jones Day as counsel; DLA Piper as co-counsel; AP Services, LLC, to provide a CRO; and Epiq Bankruptcy Solutions, LLC. The Debtors also obtained approval to retain the law firm of Gibbs and Bruns to prosecute the Nabors Lawsuit on a contingency fee basis. ERG Intermediate estimated $100 million to $500 million in assets and debt. The U.S. Trustee overseeing the Chapter 11 case of ERG Intermediate Holdings LLC appointed five creditors, led by Baker Petrolite Corporation, to serve on the official committee of unsecured creditors. The Committee has tapped Pachulski Stang Ziehl & Jones LLP as counsel. In June 2015, the bankruptcy court denied a motion filed by the Creditors Committee to transfer venue to the Central District of California. FIVE S PLUS: Amends Plan Outline After Lender Fired Objections -------------------------------------------------------------- Five S Plus, LLC, delivered to the bankruptcy court an amendment to the disclosure statement attached to its proposed Chapter 11 reorganization plan. The hearing on the disclosure statement has been continued to Nov. 4, 2015, at 9:30 a.m., according to the minute entry of the Sept. 30 hearing. The U.S. Bankruptcy Court for the Western District of Louisiana had previously scheduled a Sept. 30 hearing on the disclosure statement and set a Sept. 23 deadline for objections. Trustland Mortgage, LLC, which asserts claims in excess of $3,206,000 secured by the Debtor's real property, asked the Court to deny approval of the Disclosure Statement filed Aug. 30, 2015. In its objection, Trustland contends, among other things, that: * The Disclosure Statement fails to provide any information which would indicate that the Debtor would be successful in marketing the properties post-petition. * The Disclosure Statement fails to comply with the requirements of Local Bankruptcy Rule 3016-2, including failing to include a comparison of the estimated return to creditors, if the case were converted to a case under Chapter 7 compared with the reorganization of the Debtor; * The Disclosure Statement indicates that the Debtor will sell a portion of the property but fails to designate which property would be sold or in what amount. * The Debtor has proposed no marketing plan, no specific acreage amount to be sold or any minimum price that would be acceptable to the creditors and the estate. * The property has not sold after almost two years of marketing the property and the Disclosure Statement provides no information to support the theory that only a portion of the property should be marketed and sold. The mortgage in favor of TrustLand attaches to all the real property and not just to a portion of the real property. Trustland Mortgage is represented by: Wheelis & Rozanski Stephen D. Wheelis, Esq. Richard A. Rozanski, Esq. P.O. Box 13199 Alexandria, LA 71315-3199 Tel: (318) 445-5600 The Reorganization Plan As reported in the Sept. 21, 2015 edition of the TCR, the Plan designates three classes of claims: -- The secured claim of Trustland Mortgage (Class 1), totaling $3.44 million, will be paid in full out of the proceeds of the sale of a portion of the collateral securing its claim. The Debtor will have one year from the effective date of the Plan to market and sell all or a portion of the collateral securing the claim of Trustland Mortgage in an amount sufficient to satisfy the claim. This claim will continue to accrue postpetition interest at the rate of 5.00% per annum (prime rate of 3.25% plus 1.75% premium) until paid in full. The Creditor will retain its lien on the collateral until its secured claim has been paid in full. The class is impaired. -- All unsecured claims without priority (Class 2), totaling $92,800, will be paid in full out of the proceeds of the sale of real estate owned by the debtor. The class is impaired. -- Equity holders (Class 3) will retain their equity/membership interest in Five S Plus, LLC. Title to property of the estate, subject to existing liens which are valid in bankruptcy, will vest in the Debtor in Possession upon confirmation of the Plan. A copy of the Disclosure Statement dated Aug. 30, 2015, is available for free at: http://bankrupt.com/misc/Five_S_Plus_DS.pdf About Five S Plus Five S Plus, LLC -- http://www.fivesplus.com/-- owns the River Rouge Plantation, a 5,000-acre property located on the banks of the Red River, stretching from Boyce to Colfax, Louisiana. Five S was previously engaged in farming operations on the property but ceased those operations in the spring of 2015. It anticipates resuming farming operations on the property at some point in the future. Five S Plus, doing business as River Rouge Plantation of Louisiana, commenced a Chapter 11 bankruptcy case (Bankr. W.D. La. Case No. 15-80398) on April 10, 2015, in Alexandria, Louisiana. The Debtor was unable to make payments and the mortgagor initiated foreclosure proceedings, which prompted the Chapter 11 filing. Aaron L. Slayter, Jr., the managing member, signed the bankruptcy petition. L. Laramie Henry, Esq., serves as counsel to the Debtor. FRANCIS MAX FRICK: Bankruptcy Auction Scheduled for Oct. 29 ----------------------------------------------------------- In re Francis Max Frick, Jr. and Jo Billy Frick Bankr. M.D. Fla. Case No. 15-00423 Chapter 11 Petition filed January 30, 2015 Tranzon will auction 47+/- houses in Ocala, Florida on October 29, 2015 at 10:55 a.m. Features: -- All will sell regardless of price -- Close-out auction for bankrupt estate -- Many homes income producing -- Bid live or bid online Tranzon Driggers Walter J. Driggers, III, Lic. Real Estate Broker, FL Lic# AU707 & AB3145 10% Buyer's Premium, Case No.: 3:15-bk-00423-PMG Property Location: Various Addresses Ocala, FL 34470 Auction Location: Hilton Ocala 3600 SW 36th Ave. Ocala, FL 34474 Contact: Tranzon Driggers Karen Tringali Tel: 877-374-4437 Email: ktringali@tranzon.com For more details, please visit http://www.tranzon.com/DG10292015 FREESEAS INC: Announces New Charter for Vessel ---------------------------------------------- FreeSeas Inc. announced that the Company-owned vessel M/V Free Neptune, a 1996-built, 30,838 dwt Handysize vessel, has contracted a voyage charter of approximately 20 days duration, yielding an estimated equivalent T/C rate of approximately $10,000 per day. About FreeSeas Inc. Headquartered in Athens, Greece, FreeSeas Inc., formerly known as Adventure Holdings S.A., was incorporated in the Marshall Islands on April 23, 2004, for the purpose of being the ultimate holding company of ship-owning companies. The management of FreeSeas' vessels is performed by Free Bulkers S.A., a Marshall Islands company that is controlled by Ion G. Varouxakis, the Company's Chairman, President and CEO, and one of the Company's principal shareholders. The Company's fleet consists of six Handysize vessels and one Handymax vessel that carry a variety of drybulk commodities, including iron ore, grain and coal, which are referred to as "major bulks," as well as bauxite, phosphate, fertilizers, steel products, cement, sugar and rice, or "minor bulks." As of Oct. 12, 2012, the aggregate dwt of the Company's operational fleet is approximately 197,200 dwt and the average age of its fleet is 15 years. Freeseas reported a net loss of $12.7 million in 2014, a net loss of $48.7 million in 2013 and a net loss of $30.9 million in 2012. As of June 30, 2015, the Company had $41.4 million in total assets, $32.2 million in total liabilities and $9.22 million in total shareholders' equity. RBSM LLP, in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that the Company has incurred recurring operating losses and has a working capital deficiency. In addition, the Company has failed to meet scheduled payment obligations under its loan facilities and has not complied with certain covenants included in its loan agreements. Furthermore, the vast majority of the Company's assets are considered to be highly illiquid and if the Company were forced to liquidate, the amount realized by the Company could be substantially lower that the carrying value of these assets. Also, the Company has disclosed alternative methods of testing the carrying value of its vessels for purposes of testing for impairment during the year ended December 31, 2014. These conditions among others raise substantial doubt about the Company's ability to continue as a going concern. GEOMET INC: T. Rowe Price No Longer a Shareholder ------------------------------------------------- In an amended Schedule 13G filed with the Securities and Exchange Commission, T. Rowe Price Associates, Inc., disclosed that as of Sept. 30, 2015, it no longer beneficially owns shares of common stock of GeoMet, Inc. T. Rowe Price held 5,363,575 common shares of the Company as of Dec. 31, 2014. A copy of the regulatory filing is available for free at http://is.gd/sWbcSq About Geomet Inc. Houston, Texas-based GeoMet, Inc., is an independent energy company primarily engaged in the exploration for and development and production of natural gas from coal seams (coalbed methane) and non-conventional shallow gas. Its principal operations and producing properties are located in the Cahaba and Black Warrior Basins in Alabama and the central Appalachian Basin in Virginia and West Virginia. It also owns additional coalbed methane and oil and gas development rights, principally in Alabama, Virginia, West Virginia, and British Columbia. As of March 31, 2012, it owns a total of 192,000 net acres of coalbed methane and oil and gas development rights. As reported by the TCR on Feb. 20, 2015, GeoMet said it has no operations and minimal assets, which raises substantial doubt about its ability to return any additional value to its stockholders. The Company added it may file a plan of dissolution if it cannot consummate a corporate transaction/merger prior to the third quarter of 2015. As of June 30, 2015, the Company had $21.6 million in total assets, $262,075 in total liabilities, $51.7 million in series A convertible redeemable preferred stock, and a $30.3 million total stockholders' deficit. GLOBAL HOUGHTON: S&P Assigns 'B' CCR Then Withdraws Rating ---------------------------------------------------------- Standard & Poor's Ratings Service assigned its 'B' corporate credit rating to Global Houghton Ltd. The outlook is stable. S&P also affirmed and subsequently withdrew its corporate credit rating on Houghton International Inc. At the same time, S&P affirmed the 'B+' issue-level rating (one notch above the corporate credit rating) with a recovery rating of '2' on existing debt guaranteed by Global Houghton, including first-lien senior secured credit facilities, consisting of a $50 million revolving credit facility, $455 million first-lien term loan, and EUR100 million first-lien term loan. The '2' recovery rating indicates S&P's expectation of substantial (lower half of the 70% to 90% range) recovery in the event of a default. S&P also affirmed the 'B-' issue-level rating (one notch below the corporate credit rating) with a '5' recovery rating on the $200 million second-lien term loan. The '5' recovery rating indicates S&P's expectation for modest (lower half of the 10% to 30% range) recovery in the event of a default. The U.S. debt borrower is HII Holding Corp., the European debt borrower is Houghton Europe B.V., and Global Houghton Ltd. guarantees the debt. "The stable outlook reflects our expectation that improving global conditions and end-market demand will continue to support profitability, cash flow, and financial measures over the next year," said Standard & Poor's credit analyst Brian Garcia. "The outlook also reflects our opinion that management will continue to maintain a prudent approach to funding growth and shareholder rewards," he added. S&P expects the company to maintain adjusted debt to EBITDA under 6x on a weighted average sustainable basis. S&P could lower the ratings if volumes decline meaningfully over the next 12 months without offsetting cost reductions or improvements to raw material margins. In this scenario, revenue would remain flat with EBITDA margins dropping by 200 basis points from S&P's projected 2016 levels. This could result in debt to EBITDA of near 7x. A deterioration of liquidity or aggressive financial policy decisions could lead to similar credit measures, which could lead S&P to a downgrade. S&P could also lower ratings if the company is unable to sustain cushions over its covenants that S&P would expect for a company at this rating. S&P could raise the ratings if revenues were to grow by at least 5% and EBITDA margins improved by at least 200 basis points from S&P's projected 2016 levels. This would drive debt to EBITDA down below 5x. In order to consider a higher rating, S&P would also expect ownership to provide more transparency in its strategic plans as they relate to financial policy, specifically plans for debt reduction, growth investment, and shareholder rewards. GUADALUPE REGIONAL: S&P Assigns 'BB' Rating on $120MM 2015 Bonds ---------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'BB' long-term rating to Joint Guadalupe County-City of Seguin Hospital Board of Managers, Texas' $120 million series 2015 hospital mortgage revenue refunding and improvement bonds. The board does business as Guadalupe Regional Medical Center (GRMC). The outlook is stable. "The 'BB' rating reflects our opinion of GRMC's high leverage and low, but growing, unrestricted reserves; overall small organizational size and service area population; high debt burden; and declining operating margins with ongoing reliance on supplemental funding," said Standard & Poor's credit analyst Karl Propst. S&P understands that the majority of the series 2015 bond proceeds will be used to refund GRMC's series 2007 Federal Housing Administration-insured hospital mortgage revenue debt outstanding. The series 2007 funds were used for capital improvements that addressed the region's growing population and shift toward outpatient care. As part of the refinancing, approximately $7 million will be released from a mortgage reserve fund and added to the hospital's unrestricted reserves. About $19 million of series 2015 proceeds will go toward additional facility improvements that will restructure inpatient and outpatient flows, expand the center's existing catheter lab, develop a Level 2 neonatal intensive care unit, and significantly increase the center's capacity for maternal services. ISC8 INC: Deregisters Unsold Securities --------------------------------------- ISC8 Inc. filed a post-effective amendment No. 1 to its registration statement on Form S-3, originally filed on Dec. 24, 2009, registering a total of 2,529,450 shares of the Company's common stock, par value $0.01 per share, issuable upon conversion of the Company's Series B Convertible Preferred Stock by the selling stockholders identified in the prospectus contained within the Registration Statement. On Sept. 24, 2014, the Company filed a voluntary petition in the United States Bankruptcy Court for the Central District of California for relief under the provisions of Chapter 11 of Title 11 of the United States Code. On Sept. 14, 2015, the Court entered an order confirming the Company's First Amended Plan of Liquidation, dated Aug. 3, 2015, pursuant to which all shares or other ownership interests in the Company, including the Company's Common Stock, were immediately canceled and terminated, and the Company was deemed to be dissolved for all purposes without any further action or order of any kind. Accordingly, all offerings of the Company's securities, including those pursuant to the Registration Statement, have also been terminated. The Company separately filed post-effective Amendment No. 1 to each of the following registration statements on Form S-8 to deregister securities of the Company, if any, that remain unsold under the Registration Statements: * Registration Statement on Form S-8 (File No. 333-72201), originally filed on Feb. 11, 1999, registering 1,650,000 shares of the Company's common stock, par value $0.01 per share for issuance under the Irvine Sensors Corporation 1995 Stock Option Plan; * Registration Statement on Form S-8 (File No. 333-94071), originally filed on Jan. 4, 2000, registering 1,000,000 shares of the Company's Common Stock for issuance under the Irvine Sensors Corporation 1999 Stock Option Plan; * Registration Statement on Form S-8 (File No. 333-68846), originally filed on Aug. 31, 2001, registering an aggregate total of 6,500,000 shares of the Company's Common Stock for issuance under the Irvine Sensors Corporation 2001 Compensation Plan, the Irvine Sensors Corporation 2000 Non-Qualified Stock Option Plan, and the Irvine Sensors Corporation 2001 Stock Option Plan; * Registration Statement on Form S-8 (File No. 333-73894), originally filed on Nov. 11, 2001, registering 500,000 shares of the Company's Common Stock for issuance under the Irvine Sensors Corporation 2001 Compensation Plan; * Registration Statement on Form S-8 (File No. 333-76756), originally filed on Jan. 15, 2002, registering an additional 500,000 shares of the Company's Common Stock for issuance under the Irvine Sensors Corporation 2001 Compensation Plan; * Registration Statement on Form S-8 (File No. 333-102284), originally filed on Dec. 31, 2002, registering 1,426,438 shares of the Company's Common Stock for issuance under the 2001 Irvine Sensors Corporation 2000 Non-Qualified Stock Option Plan; * Registration Statement on Form S-8 (File No. 333-105066), originally filed on May 7, 2003, registering 1,500,000 shares of the Company's Common Stock for issuance under the Irvine Sensors Corporation 2003 Stock Incentive Plan; * Registration Statement on Form S-8 (File No. 333-115283), originally filed on May 7, 2004, registering an additional 900,000 shares of the Company's Common Stock for issuance under the Irvine Sensors Corporation 2003 Stock Incentive Plan; * Registration Statement on Form S-8 (File No. 333-124868), originally filed on May 12, 2005, registering an additional 2,500,000 shares of the Company's Common Stock for issuance under the Irvine Sensors Corporation 2003 Stock Incentive Plan; * Registration Statement on Form S-8 (File No. 333-140785), originally filed on Feb. 20, 2007, registering 2,900,000 shares of the Company's Common Stock for issuance under the Irvine Sensors Corporation 2006 Omnibus Incentive Plan; * Registration Statement on Form S-8 (File No. 333-148692), originally filed on Jan. 16, 2008, registering an additional 1,000,000 shares of the Company's Common Stock for issuance under the Irvine Sensors Corporation 2006 Omnibus Incentive Plan; * Registration Statement on Form S-8 (File No. 333-157388), originally filed on Feb. 18, 2009, registering an additional 100,000 shares of the Company's Common Stock for issuance under the Irvine Sensors Corporation 2006 Omnibus Incentive Plan; * Registration Statement on Form S-8 (File No. 333-159241), originally filed on Feb. 18, 2009, registering an additional 500,000 shares of the Company's Common Stock for issuance under the Irvine Sensors Corporation 2006 Omnibus Incentive Plan; * Registration Statement on Form S-8 (File No. 333-164010), originally filed on Dec. 24, 2009, registering 484,785 shares of the Company's Common Stock for issuance under the Irvine Sensors Corporation Amended and Restated 2006 Omnibus Incentive Plan; * Registration Statement on Form S-8 (File No. 333-172308), originally filed on Feb. 16, 2011, registering an aggregate total of 19,750,000 shares of the Company's Common Stock for issuance under the Irvine Sensors Corporation Amended and Restated 2006 Omnibus Incentive Plan and the Irvine Sensors Corporation 2010 Non-Qualified Stock Option Plan; * Registration Statement on Form S-8 (File No. 333-174328), originally filed on May 19, 2011, registering 46,500,000 shares of the Company's Common Stock for issuance under the Irvine Sensors Corporation 2011 Omnibus Incentive Plan; * Registration Statement on Form S-8 (File No. 333-178795), originally filed on Dec. 29, 2011, registering an additional 1,250,000 shares of the Company's Common Stock for issuance under the Irvine Sensors Corporation Amended and Restated 2006 Omnibus Incentive Plan; and * Registration Statement on Form S-8 (File No. 333-182235), originally filed on June 20, 2012, registering 29,392,830 shares of the Company's Common Stock for issuance under the ISC8 Inc. 401(k) and Stock Bonus Plan. The Company removes from registration any and all securities registered but unsold under the Registration Statements. About ISC8 Inc. ISC8 Inc. filed a Chapter 11 bankruptcy petition (Bankr. C.D. Cal. Case No. 14-15750) on Sept. 23, 2014. The petition was signed by Kirsten Bay, the president and CEO. The case is assigned to Judge Scott C. Clarkson. The Company continues to operate its business and manage its financial affairs as a debtor-in-possession, pursuant to Sections 1107(a) and 1108 of the United States Bankruptcy Code. The Debtor estimated assets of $1 million to $10 million and reported total liabilities of $14 million. Ezra Brutzkus Gubner LLP serves as the Debtor's counsel. The Bankruptcy Court entered an order on Sept. 14, 2015, confirming the Amended Plan of Liquidation of ISC8, Inc. The Amended Plan of Liquidation went into effect immediately following the entry of the Plan Confirmation Order. JOE'S JEANS: Posts $5.6 Million Net Income for Third Quarter ------------------------------------------------------------ Joe's Jeans, Inc. filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing net income and comprehensive income of $5.65 million on $18.86 million of net sales for the three months ended Aug. 31, 2015, compared to net income and comprehensive income of $276,000 on $25.72 million of net sales for the same period in 2014. For the nine months ended Aug. 31, 2015, the Company reported a net loss and comprehensive loss of $19.28 million on $61.26 million of net sales compared to net income and comprehensive income of $437,000 on $68.95 million of net sales for the same period a year ago. As of Aug. 31, 2015, the Company had $171.52 million in total assets, $148.97 million in total liabilities and $22.55 million in total stockholders' equity. A full-text copy of the Form 10-Q is available for free at: http://is.gd/kxWsGL About Joe's Jeans Joe's Jeans Inc. -- http://www.joesjeans.com/-- designs, produces and sells apparel and apparel-related products to the retail and premium markets under the Joe's(R) brand and related trademarks. In its audit report on the consolidated financial statements for the year ended Nov. 30, 2014, Moss Adams LLP expressed substantial doubt about the Company's ability to continue as a going concern, citing that the Company has a net working capital deficiency due to debt covenant violations and has suffered recurring losses from operations. The Company reported a net loss of $27.7 million on $189 million of net sales for the fiscal year ended Nov. 30, 2014, compared with a net loss of $7.31 million on $140 million of net sales in 2013. The Troubled Company Reporter, on June 9, 2015, reported that Joe's Jeans received a letter on May 29, 2015, from The Nasdaq Stock Market indicating that the Company had received an additional 180 days, or until Nov. 23, 2015, to regain compliance with Nasdaq Listing Rule 5550(a)(2) by maintaining a closing bid price per share of its common stock at $1.00 per share or more for a minimum of 10 consecutive trading days. LEE STEEL: Seeks to Change Name Following Closing of Sale --------------------------------------------------------- Lee Steel Corporation asks the Hon. Marci B. McIvor of the U.S. Bankruptcy Court for the Eastern District of Michigan for permission to change its name to LSC Liquidation Inc. as contemplated by the previously approved sale transaction with Union Partners I LLC. The other debtor-affiliates also seek permission to change their names. Lee Steel says that effective Sept. 18, 2015, the sale to Union Partners closed and the Debtors ceased operations and commenced the process of winding down their affairs, turning their attention to confirming a plan and completing the final administration of their Chapter 11 cases. Pursuant to the sale order, the Court authorized the Debtors to sell substantially all of their assets located at their Wyoming, Michigan facility, including intellectual property, to Union Partners. The Debtors believe the name change is necessary to enable them to fully comply with the terms of the asset purchase agreement and the sale order. About Lee Steel Novi, Michigan-based Lee Steel Corp., provides flat rolled steel, including hot rolled steel, cold rolled steel, and exposed coated products for automotive and other manufacturing industries. Lee Steel and 2 affiliated companies -- Taylor Industrial Properties, L.L.C., and 4L Ventures, LLC -- filed for separate bankruptcy protection (Bankr. D. Del. Case No. 15-45784) on April 13, 2015. The Hon. Marci B. McIvor presides over the cases. Joshua A. Gadharf, Esq., at McDonald Hopkins PLC, represents the Debtor. Huron Business Advisory, serves as financial advisor; and Epiq Bankruptcy Solutions serves as claims and noticing agent. Lee Steel disclosed $63,206,282 in total assets and $62,659,806 in total liabilities. Hilco Global has purchased the steel processing facility located at the Lee Steel Corporation site in Romulus, Michigan. The deal which was approved in U.S. Bankruptcy Court includes a 200,000 square foot plant and all of the steel processing equipment located at that site. The sale is expected to close in mid-September. The U.S. Trustee for Region 9 appointed three creditors to serve on the official committee of unsecured creditors. Conway Mackenzie, Inc. serves as its financial advisor. MAIN STREET BUSINESS: Case Summary & 20 Top Unsecured Creditors --------------------------------------------------------------- Debtor: Main Street Business Management, Inc. PO Box 524 Stratford, CT 06615 Case No.: 15-51439 Chapter 11 Petition Date: October 14, 2015 Court: United States Bankruptcy Court District of Connecticut (Bridgeport) Judge: Hon. Alan H.W. Shiff Debtor's Counsel: Douglas S. Skalka, Esq. NEUBERT, PEPE, & MONTEITH, P.C. 195 Church Street, 13th Floor New Haven, CT 06510 Tel: (203) 821-2000 Fax: 203-821-2009 Email: dskalka@npmlaw.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Gus Curcio, Sr., president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/ctb15-51439.pdf MARKHAM, IL.: S&P Lowers Rating on Gen. Obligation Debt to 'BB' --------------------------------------------------------------- Standard & Poor's Ratings Services lowered its underlying rating (SPUR) to 'BB' from 'BB+' on Markham, Ill.'s previously issued general obligation (GO) debt. The outlook is stable. "The rating action is based on our view of the city's continued structural imbalance and its impact on the city's budgetary flexibility, liquidity, and management conditions," said Standard & Poor's credit analyst Jennifer Boyd. The stable outlook reflects S&P's anticipation that the city will adequately manage its cash flow needs and high overall debt burden despite the rating, which reflects S&P's view of the city's major ongoing exposure to adverse business, financial, or economic conditions that could lead to an inadequate capacity to meet obligations. MOLYCORP INC: Shareholder Said to Be Planning Bid on Assets ----------------------------------------------------------- Jodi Xu Klein, writing for Bloomberg News, reported that Molycorp Inc.'s biggest shareholder, Chile's Molibdenos y Metales SA, is planning to bid on some or all of the company's assets in bankruptcy, according to three people with knowledge of the matter. According to the report, the prospective buyer, known as Molymet, is interested in assets including Molycorp's largest U.S. mine -- the Mountain Pass facility -- in California, said the people. To avoid potential conflicts of interest, two Molycorp board members with ties to Molymet have recused themselves from recent restructuring discussions, the people said, the report related. About Molycorp Inc. 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. MONAKER GROUP: Sells 100,000 Units to Board Member -------------------------------------------------- Monaker Group, Inc., on Oct. 7, 2015, closed an offering of an aggregate of 100,000 units to Donald P. Monaco, an accredited investor and a member of the Company's Board of Directors, at a price per unit of $2.50 with each Unit consisting of (i) one share of the Company's common stock, par value $0.00001 per share, and (ii) one warrant to acquire one share of Common Stock at an exercise price of $1.50 per share, for aggregate cash proceeds of $250,000. The Warrants issued in the Offering expire on Sept. 30, 2016, may be exercised on a cashless basis, and contain certain anti-dilution protection provisions, including those that are triggered upon the payment by the Company of a stock dividend, if the Company subdivides or reclassifies its outstanding shares of Common Stock into a greater number of shares, or if the Company combines or reclassifies its outstanding shares of Common Stock into a smaller number of shares. The Company intends to use the net proceeds of the offering for working capital and general corporate purposes, including without limitation, to purchase assets to enhance the Company's strategy. The Offering is part of a private placement offering in which the Company offered for sale up to 300,000 Units for gross proceeds of $750,000. The Offering is currently scheduled to terminate on Oct. 30, 2015, but may be extended at the election of the Company. About Monaker Group Monaker Group, Inc., formerly known as Next 1 Interactive, Inc., is a digital media marketing company focusing on lifestyle enrichment for consumers in the travel, home and employment sectors. Core to its marketing services are key elements including proprietary video-centered technology and established partnerships that enhance its reach. Video is quickly becoming consumer's preferred method of searching and educating themselves prior to purchases. Monaker's video creation technology and film libraries combine to create lifestyle video offerings that can be shared both to its customers and through trusted distribution systems of its major partners. The end result is better engagement with consumers who gain in-depth information on related products and services helping to both inform and fulfill purchases. Unlike traditional marketing companies that simply charge for advertising creation, Monaker holds licenses and/or expertise in the travel, real estate and employment sectors allowing it to capture fees at the point of purchase while the majority of transactions are handled by Monaker's partners. This should allow the company to capture greater revenues while eliminating much of the typical overhead associated with fulfillment. Monaker core holdings include Maupintour, NameYourFee.com, RealBiz Media Group - helping it to deliver marketing solutions to consumers at home, work and play. Next 1 Interactive reported a net loss of $50,486 on $1.1 million of total revenues for the year ended Feb. 28, 2015, compared to a net loss of $18.3 million on $1.5 million of total revenues for the year ended Feb. 28, 2014. As of May 31, 2015, the Company had $7.4 million in total assets, $10.2 million in total liabilities and a $2.8 million total stockholders' deficit. D'Arelli Pruzansky, P.A., in Boca Raton, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended Feb. 28, 2015, citing that the Company has incurred an operating loss of $5,437,235 and net cash used in operations of $2,624,822 for the year ended Feb. 28, 2015, and the Company had an accumulated deficit of $86,078,617 and a working capital deficit of $12,811,302 at February 28, 2015. These conditions raise substantial doubt about the Company's ability to continue as a going concern. MONTREAL MAINE: Lawyer for Victims' Kin Vows to Sue Railroad ------------------------------------------------------------ The Associated Press reported that a lawyer for relatives of most of the 47 people killed in an oil train derailment in Canada described a Canadian railroad's refusal to contribute to a settlement fund as "reprehensible" and vowed to pursue a lawsuit. According to the report, Canadian Pacific contends it bears no responsibility for the fiery disaster in Lac-Mégantic, Quebec, in 2013 and puts the blame squarely on the railroad whose runaway train derailed. About Montreal Maine Montreal, Maine & Atlantic Railway Ltd., operated the train that derailed and exploded in July 2013, killing 47 people and destroying part of Lac-Megantic, Quebec. The Company sought bankruptcy protection (Bankr. D. Maine Case No. 13-10670) on Aug. 7, 2013, with the aim of selling its business. Its Canadian counterpart, Montreal, Maine & Atlantic Canada Co., meanwhile, filed for protection from creditors in Superior Court of Quebec in Montreal. Montreal, Maine & Atlantic Canada Co. ("MMA Canada"), the Canadian unit of Chapter 11 debtor Montreal, Maine & Atlantic Railway Ltd. ("MMA"), on July 20, 2015, filed a Chapter 15 bankruptcy petition (Bankr. D. Maine Case No. 15-20518) in Portland, Maine, to seek recognition and enforcement in the U.S. of the order by the Quebec Court approving MMA Canada's plan to pay off victims of the July 2013 derailment. The law firm of Verrill Dana serves as counsel to the Debtor. Robert J. Keach, Esq., at Bernstein, Shur, Sawyer, and Nelson, P.A., is the Chapter 11 trustee. Lindsay K. Zahradka and and D. Sam Anderson, Esq. serves as his counsel. Development Specialists, Inc., serves as his financial advisor; and Gordian Group, LLC, serves as his investment banker. Justice Martin Castonguay oversees the case in Canada. Andrew Adessky at Richter Consulting was named CCAA monitor. The CCAA Monitor is represented by Sylvain Vauclair at Woods LLP. MM&A Canada is represented by Patrice Benoit, Esq., at Gowling LaFleur Henderson LLP. The U.S. Trustee appointed a four-member official committee of derailment victims. The Official Committee is represented by Richard P. Olson, Esq., at Perkins Olson; and Luc A. Despins, Esq., at Paul Hastings LLP. The unofficial committee of wrongful death claimants is Represented by George W. Kurr, Jr., Esq., at Gross, Minsky & Mogul, P.A.; Daniel C. Cohn, Esq., at Murtha Cullina LLP; Peter J. Flowers, Esq., at Meyers & Flowers, LLC; Jason C. Webster, Esq., at The Webster Law Firm; and Mitchell A. Toups, Esq., at Weller, * * * Judge Peter G. Cary of U.S. Bankruptcy Court in Bangor, Maine, on Oct. 9, 2015, approved Montreal, Maine & Atlantic Railway's bankruptcy-exit plan, day after a Canadian judge gave conditional approval to the plan. The exit plan earmarks about $86 million to families of those who died from the explosive crash. The plan provides for the creation of a C$446 million settlement fund for victims of the derailment. MUELLER WATER: Moody's Hikes Corporate Family Rating to 'Ba3' ------------------------------------------------------------- Moody's Investors Service upgraded the ratings of Mueller Water Products, Inc. ("Mueller") including its Corporate Family Rating to Ba3 from B1, Probability of Default Rating to Ba3-PD from B1-PD, and the $500 million Senior Secured Term Loan, due 2021, to Ba3 from B2. In addition, Moody's affirmed the Speculative-Grade Liquidity (SGL) Rating at SGL-2. The rating outlook is stable. The upgrade reflects Mueller's ability to grow its business, particularly the Mueller Co. brand, while improving margins and maintaining a prudent balance sheet. We expect the company's performance to continue to be strong due to the ongoing steady recovery in its end-market. The following rating actions were taken: Corporate Family Rating, upgraded to Ba3 from B1; Probability of Default Rating, upgraded to Ba3-PD from B1-PD; $496 million ($500 million original face value) Senior Secured Term Loan due 2021, upgraded to Ba3 (LGD4) from B2 (LGD4); Speculative-Grade Liquidity Rating, affirmed at SGL-2; Outlook, remains stable. RATINGS RATIONALE The Ba3 Corporate Family Rating reflects Mueller's continued financial performance improvements as the company has successfully captured the ongoing momentum in its end-market. Moody's projects Mueller's revenues will increase 4%-5% in its fiscal 2016, while EBITA margins and adjusted debt to EBITDA will be around 14% and below 3.0x, respectively. The financial performance is supported by Mueller's strong market position, particularly in the repair and replacement of municipal water distribution and treatment systems market. This segment, accounting for about 50% of Mueller's total revenues, is recurring in nature due to its large base of installed products across most municipalities in the country. In addition, the rating acknowledges Mueller's conservative balance sheet management and financial policies. The rating, however, also takes into account Mueller's relatively small size and scale as well as limited product diversity. In addition, the rating considers Mueller's exposure to the cyclicality of its end-markets, particularly the new residential construction and energy markets. While municipal spending has improved in the recent years, many municipalities are still facing budget pressures and inadequate funds to make investments. Residential construction, which accounts for about 15% of the company's total revenues, is improving, albeit unevenly, and it tends to be volatile and cyclical. About 6% of the company's revenues come from the energy business, which experienced a 40% drop through the first three quarters of 2015, and we expect this segment will continue to be a drag for the company. The stable outlook reflects the expected improvement in credit metrics and end-market. The ratings could be upgraded if Mueller increases in size and scale and continue to maintain conservative financial policies and a prudent balance sheet. In addition, for the ratings to be upgraded, the end-market economic conditions have to be favorable. The ratings could be lowered if adjusted debt to EBITDA increases above 4x on a sustained basis and EBITA to interest expense declines below 2.5x. Furthermore, the ratings could be downgraded if the company's liquidity position deteriorates or if end-market conditions weaken. The principal methodology used in these ratings was Global Manufacturing Companies published in July 2014. Headquartered in Atlanta, Georgia, Mueller is a North American manufacturer and supplier of water infrastructure and flow control products for use in water distribution networks, water and wastewater treatment facilities, and gas distribution and piping systems. Revenues and net income for the trailing 12 months ended June 30, 2015 were $1.17 billion and $35 million, respectively. NORTEL NETWORKS: $1.39MM in Clams Switched Hands From April-May --------------------------------------------------------------- In the Chapter 11 cases of Nortel Networks Inc., et al., two claims switched hands from April 24 to May 12, 2015: Transferee Transferor Claim Amount ---------- ---------- ------------ Corre Opportunities II Corre Opportunities $596,506.32 Master Fund, LP Qualified Master Fund, LP United States Debt Recovery David C. Hannah $796,026.52 XV, LP About Nortel Networks Headquartered in Ontario, Canada, Nortel Networks Corporation and its various affiliated entities provided next-generation technologies, for both service provider and enterprise networks, support multimedia and business-critical applications. Nortel did Networks Limited was the principal direct operating subsidiary of Nortel Networks Corporation. On Jan. 14, 2009, Nortel Networks Inc.'s ultimate corporate parent Nortel Networks Corporation, NNI's direct corporate parent Nortel Networks Limited and certain of their Canadian affiliates commenced a proceeding with the Ontario Superior Court of Justice under the Companies' Creditors Arrangement Act (Canada) seeking relief from their creditors. Ernst & Young was appointed to serve as monitor and foreign representative of the Canadian Nortel Group. That same day, the Monitor sought recognition of the CCAA Proceedings in U.S. Bankruptcy Court (Bankr. D. Del. Case No. 09-10164) under Chapter 15 of the U.S. Bankruptcy Code. That same day, NNI and certain of its affiliated U.S. entities filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 09-10138). In addition, the High Court of England and Wales placed 19 of NNI's European affiliates into administration under the control of individuals from Ernst & Young LLP. Other Nortel affiliates have commenced and in the future may commence additional creditor protection, insolvency and dissolution proceedings around the world. On May 28, 2009, at the request of administrators, the Commercial Court of Versailles, France, ordered the commencement of secondary proceedings in respect of Nortel Networks S.A. On June 8, 2009, Nortel Networks UK Limited filed petitions in U.S. Bankruptcy Court for recognition of the English Proceedings as foreign main proceedings under Chapter 15. U.S. Bankruptcy Judge Kevin Gross presides over the Chapter 11 and 15 cases. Mary Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as Chapter 15 petitioner's counsel. In the Chapter 11 case, James L. Bromley, Esq., and Howard S. Zelbo, Esq., at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serve as the U.S. Debtors' general bankruptcy counsel; Derek C. Abbott, Esq., at Morris Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware counsel. The Chapter 11 Debtors' other professionals are Lazard Freres & Co. LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims and notice agent. The U.S. Trustee appointed an Official Committee of Unsecured Creditors in respect of the U.S. Debtors. An ad hoc group of bondholders also was organized. An Official Committee of Retired Employees and the Official Committee of Long-Term Disability Participants tapped Alvarez & Marsal Healthcare Industry Group as financial advisor. The Retiree Committee is represented by McCarter & English LLP as Delaware counsel, and Togut Segal & Segal serves as the Retiree Committee. The Committee retained Alvarez & Marsal Healthcare Industry Group as financial advisor, and Kurtzman Carson Consultants LLC as its communications agent. Several entities, particularly, Nortel Government Solutions Incorporated and Nortel Networks (CALA) Inc., have material operations and are not part of the bankruptcy proceedings. As of Sept. 30, 2008, Nortel Networks Corp. reported consolidated assets of $11.6 billion and consolidated liabilities of $11.8 billion. The Nortel Companies' U.S. businesses are primarily conducted through Nortel Networks Inc., which is the parent of majority of the U.S. Nortel Companies. As of Sept. 30, 2008, NNI had assets of about $9 billion and liabilities of $3.2 billion, which do not include NNI's guarantee of some or all of the Nortel Companies' about $4.2 billion of unsecured public debt. Since the commencement of the various insolvency proceedings, Nortel has sold its business units and other assets to various purchasers. Nortel has collected roughly $9 billion for distribution to creditors. Of the total, $4.5 billion came from the sale of Nortel's patent portfolio to Rockstar Bidco, a consortium consisting of Apple Inc., EMC Corporation, Telefonaktiebolaget LM Ericsson, Microsoft Corp., Research In Motion Limited, and Sony Corporation. The consortium defeated a $900 million stalking horse bid by Google Inc. at an auction. The deal closed in July 2011. Nortel has filed a proposed plan of liquidation in the U.S. Bankruptcy Court. The Plan generally provides for full payment on secured claims with other distributions going in accordance with the priorities in bankruptcy law. The trial on how to divide proceeds among creditors in the U.S., Canada, and Europe commenced on Sept. 22, 2014. The question of how to divide $7.3 billion raised in the international bankruptcy of Nortel Networks Corp. was answered on May 12, 2015, by two judges, one in the U.S. and one in Canada. According to The Wall Street Journal, Justice Frank Newbould of the Ontario Superior Court of Justice in Toronto and Judge Kevin Gross of the U.S. Bankruptcy Court in Wilmington, Del., agreed on the outcome: a modified pro rata split of the money. PILOT TRAVEL: S&P Retains 'BB+' Rating on $4.45BB Secured Debt -------------------------------------------------------------- Standard & Poor's Ratings Services revised its recovery rating on Pilot Travel Center LLC's $4.45 billion senior secured debt to '3' from '4', which does not result in a change to the 'BB+' issue-level rating. The rating action reflects Pilot's plan to repay $500 million of its existing $1.95 billion term loan B concurrent with seeking a repricing of the debt facility. Pilot plans to use revolver borrowings and cash on hand to partially repay the term loan B facility. The '3' recovery rating on the credit facility reflects S&P's expectation for meaningful recovery of principal in the event of a default. S&P's recovery expectations are in the lower half of the 50% to 70% range. The repricing will save Pilot interest costs, but does not meaningfully affect credit ratios or S&P's current assessment of the company’s financial risk profile. All other ratings, including the 'BB+' corporate credit rating and stable outlook, on the company remain unchanged. S&P's corporate credit rating on Pilot reflects S&P's view of the company's broad geographic footprint in the highly fragmented retail fuel and travel center industry, exposure to fuel cost swings, below-average margins, and somewhat higher volatility of profits than the retail industry given its exposure to fuel prices. Because of the company's scale, it is able to operate at a lower cost than most of its peers and offer competitive pricing on fuel. S&P's rating also reflect its expectation that Pilot will continue to generate good cash flow and that debt to EBITDA (adjusted for operating leases) will remain in 3x area over the intermediate term. RATINGS LIST Rating Rating To From Pilot Travel Centers LLC Corporate credit rating Foreign and Local Currency BB+/Stable/-- BB+/Stable/-- Senior Secured Local Currency BB+ BB+ Recovery Rating 3L 4H PRECISION OPTICS: Incurs $1.17 Million Net Loss in Fiscal 2015 -------------------------------------------------------------- Precision Optics Corporation, Inc. filed with the Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $1.17 million on $3.91 million of revenues for the year ended June 30, 2015, compared to a net loss of $1.16 million on $3.65 million of revenues for the year ended June 30, 2014. As of June 30, 2015, the Company had $2.04 million in total assets, $1.37 million in total liabilities, all current, and $666,888 in total stockholders' equity. Stowe & Degon LLC, in Westborough, Massachusetts, issued a "going concern" qualification on the consolidated financial statements for the year ended June 30, 2015, citing that the Company has suffered recurring net losses and negative cash flows from operations, which raises substantial doubt about its ability to continue as a going concern. A full-text copy of the Form 10-K is available for free at: http://is.gd/3fRU3S About Precision Optics Headquartered in Gardner, Massachusetts, Precision Optics Corporation, Inc., has been a developer and manufacturer of advanced optical instruments since 1982. The Company designs and produces high-quality micro-optics, medical instruments and other advanced optical systems. The Company's medical instrumentation line includes laparoscopes, arthroscopes and endocouplers and a world-class product line of 3-D endoscopes for use in minimally invasive surgical procedures. QUEST SOLUTION: Names Gilles Gaudreault CEO, Tom Miller President ----------------------------------------------------------------- Quest Solution, Inc., announced that in connection with the closing of the merger between Quest Solution and Viascanqdata, a nationwide, Canadian systems integrator of innovative software and hardware products, solutions and services Gilles Gaudreault has been named chief executive officer and a director of the company. In addition, the company also announced that Tom Miller will continue as his role as president. Both Quest and Viascanqdata have signed the agreements subject to certain closing conditions expected to be finalized this week, and subsequently a Form 8-K will be filed with the SEC. Quest Solution has scheduled a conference call for its enhanced senior leadership team to discuss this transformative combination. Mr. Gaudreault joins Quest Solution from Viascanqdata where he served as chief executive officer prior to the merger. During his tenure with Viascanqdata, Gilles completed the financial and organizational restructuring of the corporations that were consolidated to form the Viascan Group in 2012. Under his direction, multiple entities were streamlined into a unified operation of data collection and management including software design, hardware reselling and manufacturing of labels and ribbons for various applications. Tom Miller, president and chairman of the Board of Quest Solution, Inc. commented, "This is a key step in our efforts to build an organization and a leadership team to support consistent growth and profitability. Gilles has been instrumental in the merger of Quest Solution and Viascanqdata and his strategic experience with organizational structuring, consolidation and integration will be instrumental in ensuring the smooth integration of our two companies. Gilles brings more than 35 years of financial and strategic transaction experience from a variety of industries. His insights, visionary thinking and ability to execute will be invaluable as we move forward as a combined company and further accelerate our growth." Miller continued, "By focusing 100% on the role of President I will provide my full attention to the operational aspects of our combined company, while Gilles applies his talent for strategic positioning and financial structuring to the continued growth of Quest Solution. This executive structure combines our complementary skill sets and is an excellent fit for the overall management of our company. Combining our strengths will be of great benefit to our customers, suppliers, employees and our shareholders as we take actions to grow the company both organically and through future acquisitions." Mr. Gaudreault added, "For over 20 years, Viascanqdata worked hard to build this corporation into one of the leading enterprise mobile computing integrators in Canada. It is a privilege to serve as CEO of Quest Solution as we move through the next phase of our evolution. By this combination of companies we are expanding the scale of Quest Solution by nearly 25%, establishing a U.S. and Canadian cross-border presence and significantly increasing opportunities for cross-selling. Customers are seeking an integrator that can provide bar code labels and bar code printer ribbons with service and data collection solutions with no border between Canada and the U.S., and suppliers like Zebra and Honeywell are looking for an integrator that can service their large accounts in North America. The combination of Quest and Viascanqdata is uniquely positioned to meet this opportunity. Our combined strength will allow us to better serve customers across each of our markets with a wide array of turn-key product and service offerings. As part of a listed Company, we will have better access to capital and the ability to provide greater visibility to our customers." Merger with Viascanqdata The Quest Solution and Viascanqdata merger is to be effective October 1. Terms of the transaction include the issuance of 5.2 million restricted common shares of Quest Solution to two parties, Mr. Gaudreault and Mr. Kurdi, $1.5 million in promissory notes to be paid out over 48 months, beginning in January 2016 and the assumption of trade payables and other debts as well as acquisition of all assets and inventory in the Company. Concurrent with the closing of the merger, the company has signed an agreement for a $15 million facility with Faunus Group International, Inc. that is secured by the company's accounts receivables and is subject to final closing conditions. This is in addition to the $4.8 million facility Viascanqdata already has with FGI. The additional availability under this new line is at terms favorable to Quest Solution's existing line of credit. Jason Griffith, executive vice president of Strategy and Acquisitions for Quest Solution, stated, "I would like to thank all of the employees and service providers that worked tirelessly on facilitating the completion of this transaction. We consider the combination with Viascanqdata a key milestone on our path to building a scalable business with strong returns on invested capital. We do not take the issuance of our shares lightly. Our decision to use the company's stock in this transaction highlights our firm belief in the ultimate per share value that this merger will create for our shareholders." 2015 Outlook The company reiterated its full-year 2015 financial guidance. The guidance excludes any contribution from the merger with Viascanqdata. * Revenue of $62-$68 million, representing top-line growth between 5-15% * Gross margin as a percentage of sales for the full year 2015 to continue to show slight improvement as the company exits the year * Positive Adjusted EBITDA in the third and fourth quarter with improvement each quarter for the remainder of the year About Quest Solution Quest Solution (formerly known as Amerigo Energy, Inc.) is a national mobility systems integrator with a focus on design, delivery, deployment and support of fully integrated mobile solutions. The Company takes a consultative approach by offering end to end solutions that include hardware, software, communications and full lifecycle management services. The highly tenured team of professionals simplifies the integration process and delivers proven problem solving solutions backed by numerous customer references. Motorola, Intermec, Honeywell, Panasonic, AirWatch, Wavelink, SOTI and Zebra are major suppliers which Quest Solution uses in its systems. Quest Solution reported net income of $302,000 on $37.3 million of total revenues for the year ended Dec. 31, 2014, compared with a net loss of $1.12 million on $4,069 of total revenues for the year ended Dec. 31, 2013. As of June 30, 2015, the Company had $35.4 million in total assets, $34.2 million in total liabilities and $1.2 million in total stockholders' equity. QUICKSILVER RESOURCES: Needs Until Feb. 1 to File Ch. 11 Plan ------------------------------------------------------------- Quicksilver Resources Inc., et al., ask the U.S. Bankruptcy Court for the District of Delaware to further extend the exclusive period by which they must file a Chapter 11 plan through and including Feb. 1, 2016, and the exclusive period by which they must solicit acceptances of that plan through and including April 13, 2016. According to Amanda R. Steele, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware, the Sale Process, as proposed by the Debtors and approved by the Court on October 6, 2015 will not be complete until, at the earliest, December 2015 -- the deadline to submit bids on the assets is November 30, the auction for the same will be held on December 9, and the hearing to approve any sale is scheduled for December 14. The time required to consummate any sale approved in connection with the Sale Process will extend well into early 2016, Ms. Steele tells the Court. Given the timing associated with the Sale Process, the continuing potential for a consensual restructuring, and other complexities and difficulties associated with the Chapter 11 cases, the Debtors believe that extending the Exclusive Periods as requested is reasonable, appropriate and in the best interest of these cases and the Debtors' stakeholders, Ms. Steele relates. Indeed, doing so will allow the Debtors to pursue the Court-approved Sale Process to its logical conclusion, develop an appropriate mechanism for distributing sale proceeds, or, if appropriate, pivot to a value maximizing alternative, including a consensual plan of reorganization, Ms. Steele asserts. Paul N. Heath, Esq., and Rachel L. Biblo, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware; Charles R. Gibbs, Esq., Sarah Link Schultz, Esq., and Travis A. McRoberts, Esq., at Akin Gump Strauss Hauer & Feld LLP, in Dallas, Texas; and Ashleigh L. Blaylock, Esq., at Akin Gump Strauss Hauer & Feld LLP, in Washington, DC. About Quicksilver Quicksilver Resources Inc. (OTCQB: KWKA) is an exploration and production company engaged in the development and production of long-lived natural gas and oil properties onshore North America. Based in Fort Worth, Texas, the company claims to be a leader in the development and production from unconventional reservoirs including shale gas, and coal bed methane. Following more than 30 years of operating as a private company, Quicksilver became public in 1999. The Company has U.S. offices in Fort Worth, Texas; Glen Rose, Texas; Steamboat Springs, Colorado; Craig, Colorado and Cut Bank, Montana. The Company's Canadian subsidiary, Quicksilver Resources Canada Inc., is headquartered in Calgary, Alberta. Quicksilver Resources Inc. and certain of its affiliates filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 15-10585) on March 17, 2015. Quicksilver's Canadian subsidiaries were not included in the chapter 11 filing. The Company's legal advisors are Akin Gump Strauss Hauer & Feld LLP in the U.S. and Bennett Jones in Canada. Richards Layton & Finger, P.A., is legal co-counsel in the Chapter 11 cases. Houlihan Lokey Capital, Inc. is serving as financial advisor. Garden City Group Inc. is the claims and noticing agent. The Company's balance sheet at Dec. 31, 2014, showed $1.21 billion in total assets, $2.35 billion in total liabilities and total stockholders' deficit of $1.14 billion. The U.S. Trustee for Region 3 appointed five creditors of Quicksilver Resources Inc. to serve on the official committee of unsecured creditors. The Committee is represented by Landis Rath & Cobb LLP's Richard S. Cobb, Esq., Matthew B. McGuire, Esq., and Joseph D. Wright, Esq.; and Paul Weiss Rifkind Wharton & Garrison LLP's Andrew N. Rosenberg, Esq., Elizabeth R. McColm, Esq., and Adam M. Denhoff, Esq. * * * The Debtors have been given exclusive right to file a bankruptcy plan through Oct. 13, 2015. QUIKSILVER INC: Files Ch. 11 Plan of Reorganization --------------------------------------------------- Quiksilver, Inc., et al., filed with the U.S. Bankruptcy Court for the District of Delaware a joint Chapter 11 plan of reorganization, which impairs holders of secured note claims, unsecured note claims and general unsecured claims. Distributions under the Plan and the Reorganized Debtors' operations post-Effective Date will be funded from: (a) an exit facility, (b) rights offering, (c) plan sponsor and backstop parties commitment, and (d) other plan funding. On the Effective Date of the Plan, the Reorganized Debtors will enter into an asset-based revolving credit facility in the principal amount of up to [$120.0] million. Eligible Offerees will have the right to exercise subscription rights for the purchase of up to $122.5 million of New Quiksilver Common Stock. A full-text copy of the Plan dated Oct. 13, 2015, is available at http://bankrupt.com/misc/QSIplan1013.pdf The Plan was filed by Van C. Durrer, II, Esq., and Annie Z. Li, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in Los Angeles, California; Mark S. Chehi, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in Wilmington, Delaware; and John K. Lyons, Esq., and Jessica S. Kumar, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in Chicago, Illinois. About Quiksilver Quiksilver, Inc., designs, produces and distributes branded apparel, footwear and accessories. The Company's apparel and footwear brands, inspired by a passion for outdoor action sports, represent a casual lifestyle for young-minded people who connect with its boardriding culture and heritage. The Company's Quiksilver, Roxy, and DC brands have authentic roots and heritage in surf, snow and skate. The Company's products are sold in more than 100 countries in a wide range of distribution, including surf shops, skate shops, snow shops, its proprietary Boardriders shops and other Company-owned retail stores, other specialty stores, select department stores and through various e-commerce channels. For additional information, please visit the Company's brand Web sites at www.quiksilver.com, www.roxy.com and www.dcshoes.com. Quiksilver began operations in 1976 as a California company making boardshorts for surfers in the United States under a license agreement with the Quiksilver brand founders in Australia. The Company later reincorporated in Delaware and went public in 1986. In fiscal year 2014 (ended Oct. 31, 2014), 34% of the Company's revenue was generated by the Debtors, within the United States. The remaining 66% is attributable to the Non-Debtor Affiliates located outside the United States. Sales at Company retail stores accounted for approximately 28% of Company revenue during fiscal year 2014. The Company's retail shops include full-price stores, factory outlet stores, and "shop-in-shops." At the end of the fiscal year 2014, the Company had approximately 266 full-price core brand stores, of which 75 are located in the United States. Quiksilver, Inc., and its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del., Case Nos. 15-11880 to 15-11890) on Sept. 9, 2015. Andrew Bruenjes signed the petition as chief financial officer. The Debtors disclosed total assets of $337 million and total debts of $826 million. Skadden, Arps, Slate, Meagher & Flom LLP is serving as the Debtors' legal advisor, FTI Consulting, Inc. as their restructuring advisor, and Peter J. Solomon Company as their investment banker. Kurtzman Carson Consultants LLC acts as the Debtors' claims and noticing agent. QUIKSILVER INC: U.S. Trustee Appoints Two More Committee Members ---------------------------------------------------------------- The U.S. trustee overseeing the Chapter 11 cases of Quiksilver Inc. and its affiliates appointed T. Rowe Price Credit Opportunities Fund and Wilfrid Global Opportunity Fund to serve on the official committee of unsecured creditors. The unsecured creditors' committee is now composed of: (1) U.S. Bank National Association as Indenture Trustee Attn: Justin Shearer Global Corporate Trust Services 100 Wall Street, Suite 1600 New York, NY 10005 Phone: 212-951-8529 Fax: 212-514-6841 (2) New Generation Advisors, LLC Attn: Baily Dent 13 Elm Street Manchester MA 01944 Phone 978-704-6203 Fax: 978-704-6210 (3) Samil Tong Sang Co. Attn: Ian Im 18-130 Gangdong-Dong, Busan 13 618-800, South Korea Phone: 82-51-973-3351 Fax: 82-51-973-6756 (4) Simon Property Group, Inc. Attn: Ronald M. Tucker 225 West Washington Street Indianapolis, IN 46204 Phone: 317-263-2346 Fax: 317-263-7901 (5) Global Brands Group Attn: Martin Leder 12 Princeton Dr, Tappan, NY 10903 Phone: 845-365-3577 (6) T. Rowe Price Credit Opportunities Fund c/o T. Rowe Price Associates, Inc. Attn: Andrew Baek 100 E. Pratt Street Baltimore, MD 21202 Phone: 410-345-2091 Fax: 410-345-6575 (7) Wilfrid Global Opportunity Fund c/o Wilfrid Aubrey LLC Attn: Nicholas Walsh 465 Lexington Avenue, Suite 10174 Phone: 212-675-4906 Fax: 212-675-3626 The other members of the committee were appointed on Sept. 22, 2015, court filings show. Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at a debtor's expense. They may investigate the debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. About Quiksilver Quiksilver, Inc., designs, produces and distributes branded apparel, footwear and accessories. The Company's apparel and footwear brands, inspired by a passion for outdoor action sports, represent a casual lifestyle for young-minded people who connect with its boardriding culture and heritage. The Company's Quiksilver, Roxy, and DC brands have authentic roots and heritage in surf, snow and skate. The Company's products are sold in more than 100 countries in a wide range of distribution, including surf shops, skate shops, snow shops, its proprietary Boardriders shops and other Company-owned retail stores, other specialty stores, select department stores and through various e-commerce channels. For additional information, please visit the Company's brand Web sites at www.quiksilver.com, www.roxy.com and www.dcshoes.com. Quiksilver began operations in 1976 as a California company making boardshorts for surfers in the United States under a license agreement with the Quiksilver brand founders in Australia. The Company later reincorporated in Delaware and went public in 1986. In fiscal year 2014 (ended Oct. 31, 2014), 34% of the Company's revenue was generated by the Debtors, within the United States. The remaining 66% is attributable to the Non-Debtor Affiliates located outside the United States. Sales at Company retail stores accounted for approximately 28% of Company revenue during fiscal year 2014. The Company's retail shops include full-price stores, factory outlet stores, and "shop-in-shops." At the end of the fiscal year 2014, the Company had approximately 266 full-price core brand stores, of which 75 are located in the United States. Quiksilver, Inc., and its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del., Case Nos. 15-11880 to 15-11890) on Sept. 9, 2015. Andrew Bruenjes signed the petition as chief financial officer. The Debtors disclosed total assets of $337 million and total debts of $826 million. Skadden, Arps, Slate, Meagher & Flom LLP is serving as the Debtors' legal advisor, FTI Consulting, Inc. as their restructuring advisor, and Peter J. Solomon Company as their investment banker. Kurtzman Carson Consultants LLC acts as the Debtors' claims and noticing agent. R&G FOOD SERVICES: Voluntary Chapter 11 Case Summary ---------------------------------------------------- Debtor: R&G Food Services, Inc. dba Latitude Catering 6720 E Camino Principal, Suite 203 Tucson, AZ 85715 Case No.: 15-13187 Chapter 11 Petition Date: October 14, 2015 Court: United States Bankruptcy Court District of Arizona (Tucson) Judge: Hon. Brenda Moody Whinery Debtor's Counsel: John C. Smith, Esq. SMITH & SMITH LAW OFFICES, PLLC 6720 E Camino Principal, Ste. 203 Tucson, AZ 85715 Tel: 520-722-1605 Fax: 520-722-9096 Email: john@smithandsmithpllc.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by John C. Smith, attorney. The Debtor did not include a list of its largest unsecured creditors when it filed the petition. RADIOSHACK CORP: RS Legacy's Liquidating Plan Declared Effective ---------------------------------------------------------------- RadioShack Corp. announced in a filing with the U.S. Bankruptcy Court in Delaware that its plan of liquidation became effective on Oct. 7, 2015. The plan, which distributes proceeds from the retailer's liquidation to its creditors, was confirmed on October 2 by U.S. Bankruptcy Judge Brendan Shannon. The bankruptcy judge confirmed the plan after also giving approval to a settlement involving RadioShack's unsecured creditors and lenders that put to rest a fight threatening to derail the liquidation strategy. The liquidation plan received overwhelming support from creditors who were entitled to vote. In the same filing, RadioShack also announced that requests for payment of administrative claims that arose during the period June 1 to October 7, 2015, must be filed no later than 60 days after the effective date of the plan. Any holder of an administrative claim who comes forward after that date will be "barred" from ever filing a claim against the retailer. 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 Corp. 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 Mexico, 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. REICHHOLD HOLDINGS: Asbestos Claimants Object to Plan Disclosures ----------------------------------------------------------------- The Ad Hoc Committee of Asbestos Claimants filed a limited objection to Reichhold Holdings US, Inc., et al.'s Disclosure Statement, complaining that the Disclosure Statement fails to provide adequate information with regards to insurance policies, specifically insurance with respect to asbestos claims. The Ad Hoc Committee tells the Court that the absence of the Defense and Indemnity Agreement and the Products Insurance Cooperation Agreement, and the lack of specifics about how the insurance would be preserved have implications for Asbestos Claims. While the Ad Hoc Committee is aware that the Debtors have been taking steps to preserve the Debtors' insurance assets for Asbestos Claims, the time has come for the Debtors to provide additional detail about how thwy propose to achieve that end. The Ad Hoc Committee of Asbestos Claimants consists of three plaintiff law firms, Cooney & Conway, Gori Julian & Associates, P.C., and Simmons Hanly Conroy LLC, each in their capacity as tort counsel for clients of their firms who have asbestos-related personal injury or wrongful death claims against the Debtors. Under the Plan, Class 3 - General Unsecured Claims, which are estimated to range from $384,972,000 to $459,972,000, are impaired and will receive pro rata share of the liquidating interests. An integral component of the purchase price for substantially all of the Debtors' assets was ensuring that the Debtors had sufficient funds to wind dow their estates. Accordingly, the Stalking Horse Purchaser agreed to fund the Seller's closing and wind down expenses as follows: (X) an amount estimated in good faith by the Debtors, but in no event in excess, in the aggregate, of $6,770,000 for (i) the wind down of the Debtors' bankruptcy estates, (ii) amounts to pay taxes, (iii) fees payable to the U.S. Trustee, (vi) accrued and unpaid professionals, consulting and investment banking fees, (v) insurance premiums, and (vi) other postpetition and unpaid operating expenses; and (Y) the amount which will in no event exceed $1,636,000 to be spent for environmental-related liabilities. The Ad Hoc Committee is represented by: Mark T. Hurford, Esq. CAMPBELL & LEVINE, LLC 222 Delaware Avenue, Suite 1620 Wilmington, DE 19801 Phone: (302) 426-1900 Fax: (302) 426-9947 Email: mhurford@camlev.com -- and -- James P. Wehner, Esq. Jeffrey A. Liesemer, Esq. CAPLIN & DRYSDALE, CHARTERED One Thomas Circle, N.W. Washington, DC 20005 Tel: (202) 862-5000 Fax: (202) 429-3301 Email: jwehner@capdale.com jliesemer@capdale.com About Reichhold Founded in 1927, Reichhold, with its world headquarters and technology center in Durham, North Carolina, is one of the world's largest manufacturer of unsaturated polyester resins and a leading supplier of coating resins for the industrial, transportation, building and construction, marine, consumer and graphic arts markets. Reichhold -- http://www.Reichhold.com/-- has manufacturing operations throughout North America, Latin America, the Middle East, Europe and Asia. As of June 30, 2014, the Reichhold companies had consolidated assets of $538 million and liabilities of $631 million. Reichhold Holdings US, Inc., Reichhold, Inc., and two U.S. affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 14-12237) on Sept. 30, 2014. Cole, Schotz, Meisel, Forman & Leonard, P.A. (legal advisor) and CDG Group LLC (financial advisor) are representing Reichhold, Inc. Latham & Watkins LLP (legal advisor) and Moelis & Company (investment banker) are serving Reichhold Industries, Inc. Logan & Company is the company's claims and noticing agent. The cases are assigned to Judge Mary F. Walrath. The U.S. Trustee for Region 3 appointed seven creditors of Reichhold Holdings US, Inc. to serve on the official committee of unsecured creditors. On April 1, 2015, the U.S. Trustee named three non-union retirees of Debtors to serve as the official Non-Union Retiree Committee. Each of the Retiree Committee members is receiving retiree welfare benefits from one or more of the Debtors. On April 2, 2015, Reichhold disclosed that the purchase of most of the assets of the U.S. business was completed. This transaction, approved by the Delaware Bankruptcy Court on January 12, 2015, allows Reichhold's U.S. businesses to successfully emerge from bankruptcy and re-join the rest of the global Reichhold organization. Concurrent with this purchase, Reichhold completed a debt-for-equity exchange with a group of investors led by Black Diamond Capital Management LLC and including J.P. Morgan Investment Management, Inc., Third Avenue Management LLC, and Simplon Partners LP. REICHHOLD HOLDINGS: Disclosure Statement Hearing Moved to Nov. 17 ----------------------------------------------------------------- The hearing to consider approval of the disclosure statement explaining Reichhold Holdings US, Inc., et al.'s Chapter 11 plan of liquidation has been rescheduled to Nov. 17, 2015, at 11:30 a.m. (Eastern). The Plan gives less than 5% recovery to holders of general unsecured claims. Under the Plan, Class 3 - General Unsecured Claims, which are estimated to range from $384,972,000 to $459,972,000, are impaired and will receive pro rata share of the liquidating interests. An integral component of the purchase price for substantially all of the Debtors' assets was ensuring that the Debtors had sufficient funds to wind down their estates. Accordingly, the Stalking Horse Purchaser agreed to fund the Seller's closing and wind down expenses as follows: (X) an amount estimated in good faith by the Debtors, but in no event in excess, in the aggregate, of $6,770,000 for (i) the wind down of the Debtors' bankruptcy estates, (ii) amounts to pay taxes, (iii) fees payable to the U.S. Trustee, (vi) accrued and unpaid professionals, consulting and investment banking fees, (v) insurance premiums, and (vi) other postpetition and unpaid operating expenses; and (Y) the amount which will in no event exceed $1,636,000 to be spent for environmental-related liabilities. About Reichhold Founded in 1927, Reichhold, with its world headquarters and technology center in Durham, North Carolina, is one of the world's largest manufacturer of unsaturated polyester resins and a leading supplier of coating resins for the industrial, transportation, building and construction, marine, consumer and graphic arts markets. Reichhold -- http://www.Reichhold.com/-- has manufacturing operations throughout North America, Latin America, the Middle East, Europe and Asia. As of June 30, 2014, the Reichhold companies had consolidated assets of $538 million and liabilities of $631 million. Reichhold Holdings US, Inc., Reichhold, Inc., and two U.S. affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 14-12237) on Sept. 30, 2014. Cole, Schotz, Meisel, Forman & Leonard, P.A. (legal advisor) and CDG Group LLC (financial advisor) are representing Reichhold, Inc. Latham & Watkins LLP (legal advisor) and Moelis & Company (investment banker) are serving Reichhold Industries, Inc. Logan & Company is the company's claims and noticing agent. The cases are assigned to Judge Mary F. Walrath. The U.S. Trustee for Region 3 appointed seven creditors of Reichhold Holdings US, Inc. to serve on the official committee of unsecured creditors. On April 1, 2015, the U.S. Trustee named three non-union retirees of Debtors to serve as the official Non-Union Retiree Committee. Each of the Retiree Committee members is receiving retiree welfare benefits from one or more of the Debtors. On April 2, 2015, Reichhold disclosed that the purchase of most of the assets of the U.S. business was completed. This transaction, approved by the Delaware Bankruptcy Court on January 12, 2015, allows Reichhold's U.S. businesses to successfully emerge from bankruptcy and re-join the rest of the global Reichhold organization. Concurrent with this purchase, Reichhold completed a debt-for-equity exchange with a group of investors led by Black Diamond Capital Management LLC and including J.P. Morgan Investment Management, Inc., Third Avenue Management LLC, and Simplon Partners LP. RELATIVITY FASHION: Blackstone Okayed as Investment Banker ---------------------------------------------------------- Relativity Fashion, LLC and its debtor-affiliates sought and obtained permission from the Hon. Michael E. Wiles of the U.S. Bankruptcy Court for the Southern District of New York to employ Blackstone Advisory Partners L.P. as investment banker to the Debtors, nunc pro tunc to the July 30, 2015 petition date. The Debtors require Blackstone Advisory to: (a) assist in the evaluation of the Company's businesses and prospects; (b) assist in the development of the Company's short and long- term business plans and related financial projections; (c) assist in the development of financial data and presentations to the Company's Board of Managers, various creditors and other third parties; (d) analyze the Company's financial liquidity and evaluate alternatives to improve such liquidity; (e) analyze various restructuring scenarios and the potential impact of these scenarios on the recoveries of those stakeholders impacted by the Restructuring; (f) provide strategic advice with regard to restructuring and/or refinancing the Company's Obligations; (g) evaluate the Company's debt capacity and alternative capital structures; (h) participate in negotiations among the Company and its creditors, suppliers, lessors, stakeholders and other interested parties as directed by the Company; (i) value securities offered by the Company in connection with a Restructuring; (j) advise the Company and negotiate with lenders as directed by the Company with respect to potential waivers or amendments of various credit facilities; (k) assist in identifying and contacting potential investors (equity and debt) and arranging financing for the Company; (l) provide expert witness testimony as requested by the Company concerning any of the subjects encompassed by the other investment banking services; (m) provide introductions of financing sources to the Company, subject in each case to Company's approval; and (n) provide such other advisory services as are customarily provided in connection with the analysis and negotiation of a Restructuring, as requested and mutually agreed. Blackstone Advisory will be paid according to this fee structure: -- Monthly Fee. The Debtors shall pay the Advisor a monthly advisory fee in the amount of $200,000, per month, in cash, with the first Monthly Fee payable upon the execution of this Engagement Letter by both parties and additional installments of such Monthly Fee payable in advance on each monthly anniversary of the Effective Date, with the agreement that a minimum of two Monthly Fees shall be paid by the Company. -- Restructuring Fee. The Debtors shall pay an additional fee equal to $5,000,000, earned and payable in accordance with this clause. Except as otherwise provided herein, a Restructuring shall be deemed to have been "consummated" as used herein upon (a) the consummation of all necessary waivers, consents, amendments or restructuring agreements between the Company and its creditors involving the compromise of the face amount of such Obligations or the conversion of all or a material part of such Obligations into alternative securities, including equity, in the case of an out-of-court restructuring; or (b) the execution, confirmation and consummation of a Plan of Reorganization pursuant to a final order of the Bankruptcy Court, in the case of an in-court restructuring; or (c) in the case of a Sale, upon an order of the Bankruptcy Court approving such Sale and the consummation thereof. Blackstone Advisory will also be reimbursed for reasonable out-of-pocket expenses incurred. C.J. Brown, senior managing director and member of Blackstone Advisory, 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. Blackstone Advisory can be reached at: C.J. Brown BLACKSTONE ADVISORY PARTNERS L.P. 345 Park Avenue New York, NY 10154 Tel: (212) 583-5000 Fax: (212) 583-5749 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. RELATIVITY FASHION: Court Approves Donlin Recano as Admin Agent --------------------------------------------------------------- Relativity Fashion, LLC and its debtor-affiliates sought and obtained permission from the Hon. Michael E. Wiles of the U.S. Bankruptcy Court for the Southern District of New York to employ Donlin, Recano & Company, Inc. as administrative agent, nunc pro tunc to the July 30, 2015 petition date. The Debtors require Donlin Recano to: (a) gather data in conjunction with and assist in the preparation of the Debtors' schedules of assets and liabilities and statements of financial affairs; (b) assist with, among other things, solicitation, and the balloting, tabulation and calculation of votes, as well as preparing any appropriate reports, as required in furtherance of confirmation of plans of reorganization (the "Balloting Services"); (c) generating an official ballot certification and testifying, if necessary, in support of the ballot tabulation results; (d) in connection with the Balloting Services, handle requests for documents from parties in interest, including, if applicable, brokerage firms and bank back-offices and institutional holders; (e) provide a confidential data room, if requested; (f) manage and coordinate any distributions pursuant to a confirmed plan of reorganization or otherwise; and (g) provide such other processing, solicitation, balloting and other administrative services described in the Services Agreement, but not included in the Section 156(c) Application, as may be requested from time to time by the Debtors, the Court or the Clerk. Donlin Recano will be paid at these hourly rates: Senior Bankruptcy Consultant $165 Consultant $140 Case Manager/Analyst $110 Technology/Programming Consultant $90 Clerical $20-45 Donlin Recano will also be reimbursed for reasonable out-of-pocket expenses incurred. Prior to the filing of the chapter 11 cases, the Debtors paid Donlin Recano a retainer of $30,000 in connection with its retention under the Section 156(c) Application. Colleen McCormick, chief operating officer of Donlin Recano, 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. Donlin Recano can be reached at: Colleen McCormick DONLIN, RECANO & COMPANY, INC. 6201 15th Avenue Brooklyn, NY 11219 Tel: (212) 481-1411 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. RELATIVITY MEDIA: Can Pay Bonuses to 81 Employees ------------------------------------------------- Judge Michael E. Wiles of the U.S. Bankruptcy Court for the Southern District of New York authorized Relativity Fashion, LLC, et al., to implement the Key Employee Incentive Plan for 10 employees and the Employee Retention Plan for 71 participants. The maximum potential cost of the KEIP is $1,235,122. The KEIP has two segments: (1) the Sale Metrics segment that has a total maximum potential cost of $580,122, and (2) the TV Metrics segment that has a total maximum potential cost of $655,000. There are only two employees in the TV Metrics portion of the KEIP: Tom Forman and Andrew Marcus. There are eight employees in Sale Metrics segment of the KEIP: Tucker Tooley, Carol Genis, Camela Galano, Greg Shamo, Andrew Matthews, Ramon Wilson, Kenneth Halsband, and Robert Bowen. Because the KEIP will only commence funding if the bidding on the Debtors' assets increases by at least $1 million over the Stalking Horse Purchase Price in the case of the Sales Metrics and/or certain performance targets are reached in the TV division with respect to the TV Metrics, the ultimate funding requirements for the KEIP could be lower if those targets are not reached. The factors the Debtors will consider in making KEIP payments are as follows: Those employees who were subject to pay reductions prior to the Petition Date will have the opportunity to recapture 100% of those pay reductions, and all employees will have the opportunity to receive an additional incentive of up to 22.6% of their original base pay that would have been earned during the during the period between the Petition Date and October 5, 2015, without taking into consideration any pay reduction, provided that they remain employed by the Debtors during the Sale Process through and including October 20, 2015 or the Sale Closing, whichever is later. The maximum cost of the ERP Program will be $345,390. The ERP participants that were subject to pay reductions prior to the Petition Date will have the opportunity to recapture 100% of such pay reductions, provided that they remain employed with the Debtors during the Sale Process through and including October 20, 2015 or the Sale Closing, whichever is later, plus an additional incentive of up to 12.5% of their original base pay thatwould have been earned during the period between the Petition Date and October 5, 2015, without taking into consideration any pay reduction. The ad hoc group of lenders under the Financing Agreement, dated May 30, 2012, by and among Relativity Media LLC and certain of its subsidiaries, and the lenders and owners of the entity that is the proposed stalking horse bidder with respect to a sale of substantially all the Debtors' assets, support the Debtors' supplemental KEIP. All objections to the proposed bonuses, to the extent not resolved or withdrawn, are overruled. William K. Harrington, U.S. Trustee for Region 2, complained that as to the Debtors' insiders, there is no evidence to suggest that the strict standards of Section 503(c)(1) of the Bankruptcy Code have been satisfied. And as to the noninsiders, the Debtors have failed to meet the more flexible facts-and-circumstances standard under Section 503(c)(3), the U.S. Trustee further complained. In addition, the bonuses under both the Revised KEIP and Revised KERP may be later adjusted by the CRO without Board approval, pursuant to "procedures" which have not been articulated, the U.S. Trustee said. Finally, the Debtors have not provided enough information to determine whether the Forman/Marcus KEIP is truly incentivizing, the U.S. Trustee added. The U.S. Trustee is represented by Serene K. Nakano, Esq., and Susan D. Golden, Esq., Trial Attorneys, in New York. The Ad Hoc Group is represented by Mark Shinderman, Esq., and Haig M. Maghakian, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in Los Angeles, California; and Dennis C. O'Donnell, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York. 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. RELATIVITY MEDIA: Macquarie Investments Seeks Adequate Protection ----------------------------------------------------------------- Macquarie Investments US, Inc., asked the U.S. Bankruptcy Court for the District of Delaware to direct Relativity Fashion LLC, et al., to provide adequate protection, or, in the alternative, lift the automatic stay and compel the Debtors' compliance with the Final DIP Order and Section 362(c)(2) of the Bankruptcy Code prohibiting the use of cash collateral that constitutes P&A collateral. Macquarie's motion was filed under seal. Macquarie is represented by: J. Eric Wise, Esq. Shira D. Weiner, Esq. GIBSON, DUNN & CRUTCHER LLP 200 Park Avenue New York, NY 10166 Tel: (212) 351-4000 Fax: (212) 351-4035 Email: ewise@gibsondunn.com sweiner@gibsondunn.com -- and -- Samuel A. Newman, Esq. Daniel B. Denny, Esq. GIBSON, DUNN & CRUTCHER LLP 333 South Grand Avenue Los Angeles, CA 90071-3197 Tel: (213) 229-7000 Fax: (213) 229-7520 Email: snewman@gibsondunn.com ddenny@gibsondunn.com 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. RREAF O&G: Gets Final Approval to Use Cash Collateral Until Dec. 31 ------------------------------------------------------------------- The Hon. Ronald B. King of the U.S. Bankruptcy Court for the Western District of Texas, Midland Division, issued a final order allowing debtors RREAF O&G Portfolio #2 LLC, et al., to use cash collateral through Dec. 31, 2015. The final order indicated that the Debtors will not pay any management fees to RREAF Holdings LLC or any other affiliate of the Debtors; provided, however, the Debtors are authorized to pay management fees to Channel Point pursuant to the respective management agreements and the budget. Further, the Debtors are authorized to pay a $3,000 "Accounting Fee" to Channel Point for each of the respective properties, which "Accounting Fee" will be in lieu of and not in addition to the "Accounting Fee" currently provided for in each of the respective management agreements. As reported by the Troubled Company Reporter on Aug. 14, 2015, Holiday Hospitality Franchising, LLC, Spectrum Origination LLC and La Quinta Franchising, LLC filed objections to the Debtors' use of cash collateral. HHF and La Quinta both objected to the Debtors' motion on a limited basis, to the extent that any interim or final order does not permit and require debtor RREAF O&G Portfolio #2 LLC to pay all post-petition franchise fees due under their respective License Agreements in the ordinary course of business. About RREAF O&G RREAF O&G Portfolio #2 LLC, RREAF O&G Portfolio Manager #2 LLC, RREAF O&G Portfolio #3 LLC, and RREAF O&G Portfolio #3 Manager LLC, collectively, own eight hotel properties in Texas. RREAF O&G Portfolio #2, et al., sought Chapter 11 bankruptcy protection (Bankr. W.D. Tex. Lead Case No. 15-70094), in Midland, Texas, on July 8, 2015. Webb M. ("Kip") Sowden, III, the CEO, signed the Chapter 11 petitions. The cases are assigned to Chief Bankruptcy Judge Ronald B. King. The Debtors tapped Holland & Knight LLP as counsel. Portfolio #2 estimated $50 million to $100 million in assets and less than $50 million in debt. SAMSON RESOURCES: Equity Transfer Protocol Approved on Final Basis ------------------------------------------------------------------ The Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for the District of Delaware approved, on a final basis, certain notification and hearing procedures related to the transfer of beneficial ownership of common stock and beneficial ownership of cumulative redeemable preferred preferred stock of Samson Resources Corporation and it's debtor-affiliates. The Court ruled that any purchase, sale, other transfer of, or declaration of worthlessness with respect to Common Stock or Preferred Stock in violation of the procedures will be null and void ab initio. The procedures, among other things, require any person or entity that currently is or becoming a 50% shareholder of the Debtors must file with the Court, and serve the so-called notice parties, a notice of that status using a Court-approved form. The notice must be submitted on or before the later of: -- 30 calendar days after the date of the notice of the Interim Court order approving the procedures; and -- 10 calendar days after becoming a 50% shareholder. A full-text copy of the Court order and the procedures is available for free at http://is.gd/PAeR68 About Samson Resources Samson Resources Corporation, et al., filed Chapter 11 bankruptcy petitions (D. Del. Lead Case No. 15-11934) on Sept. 16, 2015. Philip W. Cook signed the petition as executive vice president and chief financial officer. The Debtors estimated assets and liabilities of more than $1 billion. Samson is an onshore oil and gas exploration and production company with interests in various oil and gas leases primarily located in Colorado, Louisiana, North Dakota, Oklahoma, Texas, and Wyoming. The Operating Companies operate, or have royalty or working interests in, approximately 8,700 oil and gas production sites. Samson was acquired by KKR and Crestview from Charles Schusterman in December 2011 for approximately $7.2 billion. The investor group provided approximately $4.1 billion in equity investments as part of the purchase price. Kirkland & Ellis LLP represents the Debtors as general counsel. Klehr Harrison Harvey Branzburg LLP is the Debtors' local counsel. Alvarez & Marsal LLC acts as the Debtors' financial advisor. Blackstone Advisory Partners L.P. serves as the Debtors' investment banker. Garden City Group, LLC serves as claims and noticing agent to the Debtors. Andrew Vara, acting U.S. trustee for Region 3, appointed three creditors of Samson Resources Corp. and its affiliated debtors to serve on the official committee of unsecured creditors. SANUWAVE HEALTH: Releases DermaPACE Clinical Trial Results ---------------------------------------------------------- SANUWAVE Health, Inc., announced top line and preliminary data analysis from the Company's pivotal Phase III, Investigational Device Exemption supplemental clinical trial comparing the rates of 100% wound closure at 12 weeks between dermaPACE and Sham control (non-active treatment), when both are combined with the current standard of care for the treatment of diabetic foot ulcers (DFUs). This study supplemented the Company's earlier 206 patient Phase III trial of identical endpoints which demonstrated the exceptional safety profile and clinical benefit of the dermaPACE device for the treatment of diabetic foot ulcers; an area of significant unmet medical need and represents a $2 billion market in the United States alone. The design of this randomized, double-blind, parallel-group, Sham-controlled, multicenter, 26-week clinical trial was intended to quantify the effectiveness of up to eight, non-invasive procedures with dermaPACE, delivered over a 10-week period. This supplemental study ultimately enrolled and randomized 130 subjects and was run under a Bayesian statistical plan, designed with FDA input and utilizing the strength of the results from the first clinical trial as an informative prior. As previously reported, the Company announced the results of two separate Data Monitoring Committee (DMC) analyses of the primary objective. In both cases, the DMC reported that the study did not meet the Monitoring Success Criterion at Week 12 necessary to stop enrollment in the trial. In essence, there was insufficient separation in the rates of closure between the dermaPACE and Sham-control patients to demonstrate statistical significance. On June 6, 2015, the company met with FDA to discuss potential analysis changes for the trial. FDA was fully aware of the DMC findings that we wouldn't meet the12 week endpoint. FDA's response at the meeting was for SANUWAVE to submit the data, and they would judge dermaPACE on the totality of the clinical results when reviewing the PMA. The clinical data was frozen and the associated database was locked in August, 2015. Subsequently the top line datasets were submitted to the Company's statisticians for analysis. The Company has been reviewing portions of the dataset analysis for only a few days; as such the following is a small sample of the final analysis set. Study Results Success for the pre-defined primary endpoint comparing the rates of complete wound closure in patients at 12 weeks occurring between the active, dermaPACE arm and the inactive Sham arm was not achieved under the Bayesian statistical design. However, a secondary analysis was performed using the same endpoint, but analyzed using the occurrence of complete wound closures at later times in the study. At 20 weeks, the dermaPACE arm demonstrated superiority over the Sham arm with a posterior probability of 0.994. The Bayesian study design utilized the data from the two studies to determine the final results. Putting this into context using a Frequentist analysis, when looking at the two trials on a combined basis: At 12 Weeks: 22.29% (37/166) of patients treated with dermaPACE achieved complete wound closure vs. 17.72% (28/158) of Sham control patients (p=0.356) At 20 Weeks: 36.74% (61/166) of patients treated with dermaPACE achieved complete wound closure vs. 24.05% (38/158) of Sham control patients (p=0.014). Importantly, there were no serious and related adverse events associated with dermaPACE treatment reported during the course of the two studies, and there were no issues regarding the tolerability of the treatment. Rates of complete wound closure in the supplemental trial were somewhat higher for both arms when compared to the first trial. The wound closure rates for the Sham arm were higher than predicted and led to the lack of statistical significance at 12 weeks and later. An increase in dermaPACE closure rates as compared to Sham, up to Week 20, helped to maintain the composite statistical significance for the dermaPACE arm, which demonstrates the effectiveness of the device. The Company has just begun an in-depth analysis of the trial results. This is a small sample size of the anticipated, final dataset analysis that will be included in our PMA submission, expected to be sent to FDA in early Q1 2016. The Company has begun analyses of patient demographics and site to site performance to identify possible influences on the final results. The Company will be working closely with Musculoskeletal Clinical Regulatory Advisers (MCRA) in developing a submission strategy and to serve as the key element in communication with FDA during the pre and post PMA submission process. "We are very pleased to see the continued, positive device signal delivered by dermaPACE in treating such a serious and dangerous disease as DFUs," said Kevin Richardson II, chairman of the Board and CEO of SANUWAVE. Mr. Richardson continued, "We are confident that the positive data generated by two rigorous Phase III studies demonstrate clinical relevance with statistical significance in wound closure performance at Week 20 and confirms the clinical utility of dermaPACE to treat diabetic foot ulcers. Analysis of the complete data set will continue for some time. A substantial amount of data, in addition to the top-line data announced today, will be included in our PMA submission, the final module of which is expected to be filed in early 2016. We expect to face a challenging approval process and with that in mind, we are fortunate to have MCRA on board leading the submission process. Their well established track record in gaining product approval can only be a positive in our journey towards eventual approval of dermaPACE for the treatment of diabetic foot ulcers. The strong safety profile coupled with significant wound closure rates at 20 weeks, and an equally strong signal of wound reduction provides a compelling benefit/risk argument for bringing this low cost modality to market in the treatment of diabetic foot ulcers." "Finally," said Mr. Richardson, "SANUWAVE would like to thank our principal investigators and their teams for their disciplined approach to this study and for their consistent and enthusiastic support of our technology to treat their patients who suffer from diabetic foot ulcers." Phase III Study Design The dermaPACE pivotal Phase III trial was a prospective, randomized, double-blinded, Sham controlled, multi-center, 26-week, parallel-group study. The goal of the study was to establish superiority in diabetic foot ulcer healing rates using the dermaPACE treatment compared with Sham control, when both are combined with the current standard of care. The standard of care includes wet-to-dry dressings and, for some patients, offloading with a walking boot. The study's primary endpoint of wound closure is defined as full skin re-epithelialization without drainage or dressing requirements confirmed at two consecutive visits. Secondary trial endpoints include time to closure, reduction in total wound surface area and volume, rate of improvement, long term safety, skin appearance and pain assessments. A total of 206 patients were enrolled in the trial, which was conducted at 22 sites in the U.S. and one site in Canada. The principal investigators in the study represent the multidisciplinary nature of treating chronic wounds, including specialties such as vascular surgery, plastic surgery, podiatry and general surgery. Medical Need Diabetes is common, disabling and deadly. In the United States, diabetes has reached epidemic proportions. According to the American Diabetes Association, the annual cost of diabetes, which affects 22.3 million people in the United States, was $245 billion in 2012. This figure comprises $176 billion in excess healthcare expenditures and $69 billion in reduced workforce productivity. Diabetic foot ulcers are estimated to occur in up to 25% of patients with diabetes resulting in 3 million diabetic foot ulcers annually in the U.S. alone. More than half of all foot ulcers will become infected, thus requiring hospitalization, and 1 in 5 will require an amputation that carries a high risk of mortality. Clinical care and related costs and annual incremental healthcare costs ranged from $11,710 to $16,883 per patient with a foot ulcer in addition to the costs associated with diabetes itself. Direct and indirect costs of an amputation range from $20,000 to $60,000 per patient. Advanced, cost-effective treatment modalities for diabetes and its co-morbidities, including diabetic foot ulcers, are in great need, yet in short supply, globally. According to the American Diabetes Association, by the year 2025 the prevalence of diabetes is expected to rise by 72% to 324 million people worldwide. Financial Update The Company has been focused on the DFU study and cost controls. As such, the Company is now guiding cash burn to $250 - $300K per month before FDA submission costs. The Company said it is also excited to report that 2 weeks into October the Company will ship as many machines as in all Q4'14 and we expect to exceed this amount by year end. Lastly, the Company completed the sale of $100K of OssaTron inventory to Premier Shockwave in Q3'15 to assist us financially. As previously stated, the Company is currently evaluating options to strengthen the balance sheet. In addition, SANUWAVE is in active discussions with multiple companies regarding various strategic options; including but not limited to strategic investment, licensing, and royalty agreements for the dermaPACE, partnerships and/or sale of the dermaPACE or the entire company. Although these discussions have been ongoing for some time, the unblinding of the Supplemental trial data was necessary to advance preliminary talks into more formal discussions. About SANUWAVE Health Alpharetta, Ga.-based SANUWAVE Health, Inc., is an emerging global regenerative medicine company focused on the development and commercialization of noninvasive, biological response activating devices for the repair and regeneration of tissue, musculoskeletal and vascular structures. SANUWAVE Health reported a net loss of $5.97 million on $847,000 of revenues for the year ended Dec. 31, 2014, compared with a net loss of $11.3 million on $800,000 of revenues in 2013. As of June 30, 2015, the Company had $2.55 million in total assets, $6.75 million in total liabilities and total stockholders' deficit of $4.19 million. Bankruptcy Warning "The continuation of the Company's business is dependent upon raising additional capital during the third or early fourth quarter of 2015 to fund operations. Management's plans are to obtain additional capital through investments by strategic partners for market opportunities, which may include strategic partnerships or licensing arrangements, or raise capital through the issuance of common or preferred stock, securities convertible into common stock, or secured or unsecured debt. These possibilities, to the extent available, may be on terms that result in significant dilution to the Company's existing shareholders. Although no assurances can be given, management of the Company believes that potential additional issuances of equity or other potential financing transactions as discussed above should provide the necessary funding for the Company to continue as a going concern. If these efforts are unsuccessful, the Company may be forced to seek relief through a filing under the U.S. Bankruptcy Code," the Company said in its quarterly report for the period ended June 30, 2015. SG BLOCKS: Voluntary Chapter 11 Case Summary -------------------------------------------- Debtor affiliates filing separate Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- SG Blocks, Inc. 15-12790 115 W. 18th Street, Third Floor New York, NY 10011 SG Building Blocks, Inc. 15-12791 115 W. 18th Street, Third Floor New York, NY 10011 Endaxi Infrastructure Group, Inc. 15-12792 115 W. 18th Street, Third Floor New York, NY 10011 Nature of Business: The Debtors' primary business is to work with architects, developers, builders, and commercial clients to design and build code-engineered, modified cargo shipping containers for use in building construction. Chapter 11 Petition Date: October 15, 2015 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Judge: Hon. James L. Garrity Jr. Debtors' Counsel: Gerard R. Luckman, Esq. SILVERMANACAMPORA, LLP 100 Jericho Quadrangle, Suite 300 Jericho, NY 11753 Tel: (516) 479-6300 Fax: (516) 479-6301 Email: filings@spallp.com Total Total Assets Liabilities ----------- ----------- SG Blocks, Inc. $322,209 $4.52MM SG Building Blocks $0-$50,000 $0-$50,000 Endaxi Infrastructure Group $0-$50,000 $0-$50,000 The petitions were signed by Paul Galvin, chief executive officer. The Debtors did not include a list of their largest unsecured creditors when they filed the petitions. SHERRITT INTERNATIONAL: DBRS Lowers Issuer Rating to B ------------------------------------------------------ DBRS Limited downgraded the Issuer Rating and Senior Unsecured Debt ratings of Sherritt International Corporation to B from BB (low), and has changed the trends to Stable from Negative. Low nickel and oil prices and the disposition of Sherritt's Coal unit in 2014 have contributed to a significant decrease in operating cash flow since 2010 at a time when the Ambatovy mine remains in need of cash injection to fully meet design targets if the Company wishes to maintain its 40% interest in the project, resulting in a strain on Sherritt's liquidity. The recovery rating for Sherritt's Senior Unsecured Debt under a hypothetical default scenario remains at RR4. Sherritt's business profile weakened in 2014 with the sale of its Coal unit. Although the Ambatovy mine project has the potential to restore or exceed some of that lost earnings power, the mine has not yet been able to achieve near-design capacity output on a consistent basis. In a period of low nickel prices and with Ambatovy's ongoing need to make senior project debt repayments, the mine continues to absorb Sherritt cash resources to support Ambatovy's operating, capital expenditure and financing needs. Even when Ambatovy design parameters are achieved on a sustained basis, the mine's cash flow will be more volatile than the Coal unit's and it operates in a jurisdiction with significant political risk. The strength of Sherritt's Oil and Gas unit has also diminished despite the extension of certain production-sharing contracts (PSCs) and the addition of new development areas. Production accruing to Sherritt from these will only be from new discoveries once original PSCs end in 2017 and 2018, making it hard to replicate existing output without significant drilling successes. The sharp decline in nickel, cobalt and oil prices since 2010–2012, combined with the sale of Sherritt's Coal unit in April 2014, have driven the Company's EBITDA to only $110 million (annualized) in the first half of 2015 (H1 2015) from $632 million in 2011. The achievement of commercial production of the Ambatovy mine in January 2014 has added about $200 million per year in equity losses (partly offset by just under $10 million equity income from the Moa joint venture), driving net income before non-recurring items negative. Sherritt’s financial profile underwent a significant change in 2014 with the sale of its Coal unit, the reduction and extension of its long-term debt obligations and the drive to achieve Ambatovy financial completion all in the face of sharply lower commodity prices. Although the Company has modest debt maturities before 2018, Ambatovy remains a net cash user; net free cash flow is in deficit and liquidity is currently adequate, but constrained and depleting. Sherritt's traditional financial metrics have been very weak for its ratings in part because the bulk of operating earnings (and now losses) from its Metals unit are booked as equity earnings, not impacting EBITDA and other financial measures. With the recent sharp drop in oil prices, operating earnings from the Oil and Gas unit have been sharply eroded as well. Although Sherritt was able to significantly reduce its non-Ambatovy-related debt in 2014 with proceeds from the sale of the Coal unit and was able to extend its Senior Unsecured Debt note maturities to later in the year, net free cash flow was $73 million in deficit in H1 2015, resulting in a reduction of cash balances, the Company's main source of short-term liquidity, by $78 million. With low net cash generation from its Oil and Gas, Power and Moa joint venture expected, modest existing short-term credit capacity and the need to fund Ambatovy, Sherritt's cash balances are expected to diminish unless circumstances change. The RR4 recovery rating for Sherritt's Senior Unsecured Debt corresponds to an estimated 30% to 60% recovery of principal amounts of its Senior Unsecured Debt, based on the results of examining a hypothetical default scenario for the Company. The RR4 rating, in turn, results in no change (notching) to the rating of Sherritt's Senior Unsecured Debt. DBRS expects Sherritt's losses before non-recurring items will continue in H2 2015 and throughout 2016 as the Company faces the challenges of low nickel, cobalt and oil prices. The Company will also face challenges replacing lost oil production from expiring leases 2017 and 2018. Over the longer term, commodity prices are expected to improve, and, if Ambatovy operates close to design expectations, Sherritt will become a solid player in the nickel and cobalt world. Lower earnings in H2 2015 and into 2016 are expected to reduce near-term operating cash flow. Combined with an ongoing need to fund Ambatovy deficits (including senior debt principal payments) and Ambatovy's debt reserve account (about $60 million in Q3 2015), plus with elevated Oil and Gas drilling, Sherritt's credit metrics are expected to be challenged and its current cash/available credit resources reduced. Bringing Ambatovy to cash self-sufficiency is expected to stabilize cash use and/or external funding needs, but stronger nickel, cobalt and oil prices will be required to begin the restoration of credit strength. Sherritt's liquidity is constrained and mainly provided by $398 million of cash and investments on hand at June 30, 2015, as well as by about $69 million in unutilized credit capacity subject to annual renewal. Oil, nickel and cobalt prices are not expected by DBRS to materially fall further over the next 18 months, nor are they expected to rebound sharply either. A fully ramped-up Ambatovy mine with improved product pricing can be expected to be a solid net cash generator (most of which will initially be dedicated to debt repayment) for many years to come. In the interim, Sherritt will have mange its cash resources carefully in order to maintain its existing ratings. THERAPEUTICSMD INC: Completes Enrollment in Phase 3 Clinical Trial ------------------------------------------------------------------ TherapeuticsMD, Inc., announced that it has completed patient enrollment in the Replenish Trial, a phase 3 clinical trial evaluating multiple doses of the investigational once-daily oral softgel capsule, TX-001HR (estradiol and progesterone), to reduce the frequency and severity of moderate to severe vasomotor symptoms, including hot flashes and night sweats, in postmenopausal women. TherapeuticsMD believes TX-001HR, if approved by the FDA, would represent the first time estradiol and progesterone (bio-identical to the estradiol and progesterone produced by a woman's ovaries), would be approved for use in a single, combined product. Patented TX-001HR was developed with SYMBODA, an advanced technology for solubilizing the bio-identical hormones 17β-estradiol and progesterone. "There are currently no FDA-approved oral bio-identical estradiol and progesterone combination products for women experiencing hot flashes and night sweats. Approximately 1 million to 2.5 million women are currently estimated to use non FDA-approved compounded menopausal hormone therapy in the U.S. TherapeuticsMD seeks to address the unmet needs of post-menopausal women as we develop potentially the first FDA-approved 17β-estradiol plus progesterone combination softgel capsule in the United States," stated Robert G. Finizio, chief executive officer of TherapeuticsMD. "Completion of patient recruitment in the Replenish Trial marks an important milestone in our development efforts and illustrates continued progress towards our goal of bringing novel hormone therapy options to women." Trial Design A pivotal safety and efficacy study, the Replenish Trial is a prospective, randomized, double-blind, placebo-controlled, parallel-group, multicenter study evaluating four doses of TX-001HR: combined estradiol 1 mg/progesterone 100 mg; combined estradiol 0.5 mg/progesterone 100 mg; combined estradiol 0.5 mg/progesterone 50 mg; and combined estradiol 0.25 mg/progesterone 50 mg. If approved, each of these combinations of estradiol and progesterone doses would represent a lower daily dose of estradiol and/or progesterone than those in currently approved products. The 12-month trial enrolled more than 1,750 healthy postmenopausal women (age 40 to 65 years old) in approximately 110 sites across the United States. The primary efficacy objective is to determine whether TX-001HR given daily is effective at reducing the frequency and severity of moderate to severe vasomotor symptoms associated with menopause when compared to placebo treatment at weeks 4 and 12. The Replenish Trial will also evaluate whether ongoing treatment with TX-001HR given daily is effective at achieving a ≤1% incidence rate of endometrial hyperplasia following 12 months of therapy (primary safety objective). About TherapeuticsMD Boca Raton, Florida-based TherapeuticsMD, Inc. (OTC QB: TXMD) is a women's healthcare product company focused on creating and commercializing products targeted exclusively for women. The Company currently manufactures and distributes branded and generic prescription prenatal vitamins as well as over-the-counter vitamins and cosmetics. The Company is currently focused on conducting the clinical trials necessary for regulatory approval and commercialization of advanced hormone therapy pharmaceutical products designed to alleviate the symptoms of and reduce the health risks resulting from menopause-related hormone deficiencies. TherapeuticsMD reported a net loss of $54.2 million on $15.02 million of net revenues for the year ended Dec. 31, 2014, compared with a net loss of $28.4 million on $8.77 million of net revenues for the year ended Dec. 31, 2013. As of June 30, 2015, the Company had $75.6 million in total assets, $12.6 million in total liabilities and $63 million in total stockholders' equity. TRAVIS Z KIRKLAND: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Travis Z Kirkland, DDS PLLC dba Any Day Dental 1522 Prospect Lane Alpine, UT 84004 Case No.: 15-44780 Nature of Business: Health Care Chapter 11 Petition Date: October 14, 2015 Court: United States Bankruptcy Court Western District of Washington (Tacoma) Judge: Hon. Paul B. Snyder Debtor's Counsel: S Lamont Bossard, Jr., Esq. IWAMA LAW FIRM 333 5th Ave S Kent, WA 98032 Tel: 253-520-7671 Email: monty@iwamalaw.com - and - Mark C McClure, Esq. LAW OFFICE OF MARK MCCLURE PS 1103 W Meeker St Ste 101 Kent, WA 98032 Tel: 253-631-6484 Email: mark@northwestbk.com Estimated Assets: $50,000 to $100,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Travis Z. Kirkland, D.D.S., managing member. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/wawb15-44780.pdf UNICOI WATER: S&P Alters Outlook on BB 2010 Debt Rating to Positive ------------------------------------------------------------------- Standard & Poor's Ratings Services revised the outlook on its 'BB' underlying rating (SPUR) on Unicoi Water Utility District, Tenn.'s series 2010 waterworks revenue refunding and improvement debt to positive from negative. At the same time, the rating service affirmed its 'BB' SPUR on the debt. The outlook revision to positive reflects Standard & Poor's opinion of the district's improved financial performance in fiscal 2014, evidenced by its better-than-expected debt service coverage at an adequate 1.2x and fully cash funding the debt service reserve in December 2014. In addition, following the 28% water rate increase, effective May 1, 2014, officials are projecting fiscal 2015 debt service coverage will be a strong 2.2x. "If the district were to establish a record of maintaining adequate annual debt service coverage, we could raise the rating over the outlook's one-year period," said Standard & Poor's credit analyst Scott Sagen. "If liquidity were to weaken to, what we consider, inadequate levels or if additional debt were to result in, what we view as, inadequate coverage, reflecting continued financial stress, we could revise the outlook to stable at the current rating level." The district's net water system revenue pledge secures the series 2010 bonds. The series 2010 bonds are on parity with the series 2014 bonds, but they are subordinate to the series 1988 bonds. Standard & Poor's does not rate the series 2014 and 1988 bonds. The district has closed its senior-lien pledge, and it will issue any additional debt on parity with the series 2010 bonds. Because the senior-lien pledge is closed and just $41,000 in senior-lien debt remains outstanding, Standard & Poor's does not believe subordinate-lien bondholders are materially disadvantaged. Therefore, the rating service rates the series 2010 bonds on par with the senior-lien debt. VAULT MINERALS: Case Summary & 12 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Vault Minerals, LLC 3308 Oak Grove Avenue Dallas, TX 75204 Case No.: 15-34171 Chapter 11 Petition Date: October 14, 2015 Court: United States Bankruptcy Court Northern District of Texas (Dallas) Judge: Hon. Harlin DeWayne Hale Debtor's Counsel: Frances Anne Smith, Esq. SHACKELFORD, MELTON, MCKINLEY & NORTON L.L.P. 3333 Lee Parkway, Tenth Floor Dallas, TX 75219 Tel: 214-780-1400 Fax: 214-780-1401 Email: fsmith@shacklaw.net Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Edwin J. Martin, manager. A list of the Debtor's 12 largest unsecured creditors is available for free at http://bankrupt.com/misc/txnb15-34171.pdf VIPER VENTURES: 6-Day Trial on Contested Plan to End Oct. 28 ------------------------------------------------------------ The U.S. Bankruptcy Court for the Middle District of Florida has scheduled a final evidentiary hearing on the confirmation of Viper Ventures, LLC's proposed Chapter 11 plan of reorganization on Oct. 28, 2015, at 9:30 a.m. Judge Catherine Peek McEwen added a sixth day of trial on Viper Ventures' contested plan. In a document signed June 5, 2015, Judge McEwen ordered that a final evidentiary hearing on confirmation of the Plan, including timely filed objections to confirmation, objections to the disclosure statement, and motions for cram-down, will be held on Oct. 13, 14, 16, 19, and 20, 2015 at 9:30 a.m. The confirmation hearing was originally scheduled for June and July 2015 but Wells Fargo Bank, N.A., and other creditors sought a delay of the hearing to October. The parties also agreed that the lender's motion to dismiss will be heard contemporaneously with the final evidentiary hearing on the confirmation of the Debtor's plan. Judge McEwen on June 5, 2015, granted conditional approval of the Disclosure Statement, and set a Sept. 18 deadline for written objections to final approval of the Disclosure Statement and confirmation of the Plan, and scheduled a Sept. 25 preliminary confirmation hearing. Creditors Wells Fargo, Chemical Formulators, Inc. and Ghandy View Realty, Inc., as well as the U.S. Trustee, have raised objections to confirmation of the Plan. The Chapter 11 Plan Viper Ventures filed a proposed plan of reorganization and disclosure statement on April 10, 2015, and then filed an amended plan and disclosure statement April 17. The Debtor's proposed Chapter 11 plan provides that: (i) Wells Fargo's secured claims (Class 2) will be paid in full in five years. Beginning on the Effective Date, the Debtor will pay Wells Fargo on a monthly basis interest only payments calculated at the annual rate of 4.75% for 24 months, monthly payments of principal and interest at the annual rate of 4.75% beginning on the 25th month until the 59th month, and a balloon payment on the 60th month. (ii) The secured claims of affiliated entity Viper Lending LLC (Class 3) will be subordinated to Wells Fargo's claims and will not receive any payment until after Wells Fargo's claims have been paid in full. The Viper Lending claims will be paid in full, through a balloon payment due 30 days after payment in full of Wells Fargo's claims. (iii) As to the secured claim of David Henderson based upon his Lien on the 2011 ExMark Tractor Mower (Class 4), and the secured claim of Mr. Henderson based upon his Lien on the 2011 Toyota Tacoma Truck (Class 5), the loan documents with Mr. Henderson will be modified such that the maturity date is extended by 2 years and the interest rate is reduced to 3% per annum. (iv) Holders of Allowed unsecured claims (Class 6) will be paid annually on account of their allowed unsecured claims a pro rata share from the annual "Net Cash Flow," if any, available from the disposable income of the Reorganized Debtor. "Net Cash Flow" will be total cash receipts less labor, materials, operating, general, and administrative expenses, and less cash necessary for debt service, reserving for operating capital, and payment of applicable income taxes. The payments to Allowed Class 6 Claims shall be payable in 5 annual payments. It is anticipated that allowed unsecured claims will be paid in full within two years of the Effective Date. (v) The members (Class 7) will retain the equity interests, and their interests are unimpaired. (vi) With respect to the existing indemnity claims of third party plaintiffs (Class 8), in exchange for the injunction and exculpation provisions contained in Article 11 and the dismissal with prejudice of the claims against them, the Third Party Plaintiffs will release their existing indemnity claims. A copy of the First Amended and Restated Disclosure Statement explaining the First Amended and Restated Plan of Reorganization filed April 17, 2015, is available for free at: http://bankrupt.com/misc/Viper_Ventures_43_DS_Plan.pdf Voting Results The Debtor's counsel has submitted a ballot tabulation, which indicates that Classes 2 and 6 voted to reject the Plan: TOTAL VOTING ACCEPTANCES PERCENTAGES Class No. Amount No. Amount No. Amount ----- --- ------ --- ------ --- ------ 2 1 $14,386,842 0 $0 0% 0% 3 1 $147,028 1 $147,028 100% 100% 4 1 $4,737 1 $4,737 100% 100% 5 1 $14,036 1 $14,036 100% 100% 6 11 $2,644,668 8 $15,704 73% 0.01% 8 13 $80,180 13 $80,180 100% 100% 9 1 $167,715 1 $157,715 100% 100% Although Nod Pod, LLC did not file a proof of claim by the claims bar date and was scheduled for informational purposes only, Nod Pod mailed an original ballot to Debtor's counsel in the amount of $11,000 rejecting the Plan. Accordingly, the Debtor sought and order striking the ballot cast by Nod Pod on the ground that Nod Pod does not have a claim. The Debtor excluded Nod Pod's claim from the ballot tabulation. The Debtors' attorneys: STICHTER, RIEDEL, BLAIN & PROSSER, P.A. Edward J. Peterson, III, Esq. 110 East Madison Street, Suite 200 Tampa, Florida 33602 Telephone: (813) 229-0144 Facsimile: (813) 229-1811 E-mail: epeterson@srbp.com About Viper Ventures Viper Ventures, LLC, is a Florida limited liability company that owns 31 acres of waterfront land on Rattlesnake Point just south of Gandy Boulevard in Tampa, Florida. Viper leases the Property to tenants including Cargill, Prestige Yachts, Lazarra Yacht Corp., and RiverHawk Marine, LLC. Viper Ventures acquired the property in June 2004 using funding that was provided by two loans from Wachovia Bank, N.A., predecessor in interest to Wells Fargo Bank, N.A., and by investments from 16 individuals or entities who hold equity positions ranging from as much as 20% to as little as 0.6%. Each of the Investors executed documents pursuant to which they guaranteed the repayment of 175% of their share of the loans. After Wells Fargo declared a default, and filed complaints against some of the guarantors, Viper Ventures filed a Chapter 11 bankruptcy petition (Bankr. M.D. Fla. Case No. 15-bk-03404) in Tampa, Florida, on April 1, 2015. The case is assigned to Judge Catherine Peek McEwen. The Debtor is represented by Edward J. Peterson, III, Esq., at Stichter, Riedel, Blain & Prosser, PA, in Tampa, Florida. The Debtor disclosed $6,669,137 in assets and $16,110,224 in liabilities as of the Chapter 11 filing. * * * The Debtor in April 2015 filed a proposed reorganization plan that promises to pay secured creditor Wells Fargo in full in five years and unsecured creditors in two years. VIPER VENTURES: CFI and GVR Want Claims Allowed for Voting ---------------------------------------------------------- Chemical Formulators, Inc. ("CFI") and Ghandy View Realty, Inc. ("GVR") filed a document (i) responding to debtor Viper Ventures, LLC's objection to Claims Nos. 4 and 27 filed by CFI as well as the Debtor's objection to Claims Nos. 5, 6, and 26 filed by GVR, and (ii) asking the Court to temporarily estimate and allow the claims for the purpose of voting on the Debtor's Amended Plan of Reorganization. Port Agreement GVR owns real property adjacent to the Debtor's real property on Rattlesnake Point. Affiliate CFI leases the real property from GVR and operates a chlorine packaging and bleach manufacturing facility on the property. GVR and Rattlesnake entered into a port agreement and certain pipeline easements which allowed CFI to utilize the Debtor's dock, and maintain a pipeline under the Debtor's real property. Under the terms of the port agreement, the Debtor was responsible for making repairs at the dock areas. Prior to the commencement of the Debtor's bankruptcy, on Nov. 15, 2011, the Debtor commenced that certain state court action, styled Viper Ventures, LLC v. Ghandv View Realty, Inc. and Chemical Formulators, Inc., et. al., Case No. U-CA-014623 Div. L, pending before the Thirteenth Judicial Circuit for Hillsborough County, Florida, wherein the Debtor seeks to terminate and/or nullify the Port Agreement as an "unreasonable restraint on the alienation of real property." On July 17, 2015, the Bankruptcy Court entered an order modifying the automatic stay to allow the State Court Action to proceed forward to a full and final resolution of the State Court Action in State Court, and to liquidate the Creditor's claims against the Debtor. The State Court Action is scheduled to be tried late in the first quarter of 2016 or early in the second quarter of 2016. Proofs of Claim On June 8, 2015, CFI timely filed Claim No. 4 in the bankruptcy case in the liquidated amount of $125,000, plus pre and post-petition interest, costs, and attorney's fees as allowed by law relating to costs associated with repairing a dock which the Debtor failed and refused to repair under their Port Agreement. On June 8, 2015, GVR timely filed Claim No. 5 in the liquidated amount of $125,000, plus pre and post-petition interest, costs, and attorneys fees as allowed by law, relating to the costs associated with repairing a dock which the Debtor failed and refused to repair under their Post Agreement. On June 8, 2015, GVR timely filed Claim No 6 in this case in the liquidated amount of $125,000, plus pre and post-petition interests, costs and attorney's fees as allowed by law. Claim No. 6 is duplicative of Claim No 5 and GVR withdraws Claim No. 6. On Sept. 16, 2015, GVR timely filed claim No 26 in an unliquidated amount relating to certain state court action commended by the Debtor. On Sept. 16, 2015, CFI timely filed Claim No 27 in an unliquidated amount relating to the State Court Action. Pursuant to the terms of Claim Nos. 4 and 5, CFI and GVR acknowledged that, out of an abundance of caution, duplicate proofs of claims were filed by CFI and GVR seeking recovery of the liquidated amount of $125,000, plus pre and post petition interests, costs and attorneys fees as allowed by law, relating to the costs associated with repairing a dock which the Debtor failed and refused to repair under the Port Agreement. CFI and GVR do not seek allowance of duplicative claims, only the allowance of one claim as set forth herein. Similarly, pursuant to the terms of Claim Nos. 26 and 27, CFI and GVR acknowledge that, out of an abundance of caution, duplicate proofs of claim were filed by CFI and GVR seeking recovery of damages relating to the State Court Action. CFI and GVR do not seek allowance of duplicative claim, only the allowance of one claim in the amount of damage as will be determined by the State Court in the State Court Action. On Sept. 22, 2015, the Debtor filed its objection to Claim Nos. 4 and 27 (Doc. 196) and its objection to Claim Nos. 5, 6, and 26 (Doc. 197), asserting that the claims are unliquidated, duplicative, were caused by GVR, and that the Debtor had commenced the State Court Action seeking to terminate/nullify the Port Agreement. No hearing has been held yet on the Debtor's objections to CFI and GVR's claims. Allowance for Voting Bankruptcy Rule 3018 (a) permits temporary allowance of claims to which an objection is pending to permit a creditor to vote for or against the plan. John J. Lamoureux, Esq., at Carlton Fields, P.A., notes that next to the potential unsecured deficiency claim of Wells Fargo, CFI and GVR are the largest unsecured creditors of the Debtor. CFI and GVR already suffered $125,000 in damages as a result of the Debtor's failure to repair the dock under the Port Agreement and should, at a minimum, be allowed to vote its $125,000 claim, Mr. Lamoureux asserts. Mr. Lamoureux adds that if the Debtor is successful in the State Court Action and CFI and GVR cannot use the dock and underground pipe easement to transport certain raw material from the dock to Creditor's Plant, CFI and GVR's plant will no longer be economical viable and will have to close, causing damages to CFI and GVR of at least $16 million. The Court should estimate CFI and GVR's unsecured claim arising from the State Court Action, and allow that claim for purposes of voting. Alternatively, confirmation should be continued until the State Court liquidates CFI and GVR's claims in the State Court Action. Accordingly, CFI and GVR request that the Court enter an order: (a) granting the withdrawal of GVR's Claim No. 6; (b) temporarily allow Creditor, for purposes of voting on the Plan, a combined unsecured claim (Claim Nos. 4 and 5) in the principal amount of $125,000; (c) temporarily estimate and allow Creditor, for purposes of voting on the Plan, a combined unsecured claim (Claim Nos. 26 and 27) relating to the State Court Action; (d) continue the confirmation hearing until the State Court has ruled on the State Court Action and CFI and GVR's claims relating to the State Court Action has been liquidated; and/or (e) for such other and further relief as is just, equitable and proper. CFI and GVR are represented by: John J. Lamoureux, Esq. CARLTON FIELDS, P.A. 4221 W. Boy Scout Blvd., Suite 1000 Tampa, Florida 33607-5780 Telephone: (813) 223-7000 Facsimile: (813) 229-4133 E-mail: jlamoureux@cfjb.com About Viper Ventures Viper Ventures, LLC, is a Florida limited liability company that owns 31 acres of waterfront land on Rattlesnake Point just south of Gandy Boulevard in Tampa, Florida. Viper leases the Property to tenants including Cargill, Prestige Yachts, Lazarra Yacht Corp., and RiverHawk Marine, LLC. Viper Ventures acquired the property in June 2004 using funding that was provided by two loans from Wachovia Bank, N.A., predecessor in interest to Wells Fargo Bank, N.A., and by investments from 16 individuals or entities who hold equity positions ranging from as much as 20% to as little as 0.6%. Each of the Investors executed documents pursuant to which they guaranteed the repayment of 175% of their share of the loans. After Wells Fargo declared a default, and filed complaints against some of the guarantors, Viper Ventures filed a Chapter 11 bankruptcy petition (Bankr. M.D. Fla. Case No. 15-bk-03404) in Tampa, Florida, on April 1, 2015. The case is assigned to Judge Catherine Peek McEwen. The Debtor is represented by Edward J. Peterson, III, Esq., at Stichter, Riedel, Blain & Prosser, PA, in Tampa, Florida. The Debtor disclosed $6,669,137 in assets and $16,110,224 in liabilities as of the Chapter 11 filing. * * * The Debtor in April 2015 filed a proposed reorganization plan that promises to pay secured creditor Wells Fargo in full in five years and unsecured creditors in two years. VIPER VENTURES: U.S. Trustee Raises Several Issues With Plan ------------------------------------------------------------ Guy G. Gebhardt, Acting United States Trustee for Region 21, filed an objection to confirmation of Viper Ventures, L.L.C.'s First Amended Chapter 11 Plan of Reorganization dated April 17, 2015. The U.S. Trustee, in its objection filed in September, said the Plan fails to comply with 11 U.S.C. Sec. 1129(a)(1) because, among other things: -- The Plan at Article 3, impermissibly attempts to render the United States Trustee Fees as a standard administrative expense claim governed under Section 503 thereby requiring the filing of applications. -- The Plan at Article 5.3.4 and 5.3.5 is computationally inconsistent. These plan provisions provide a 30 year amortization at 4.75% with interest only payments for 24 months, interest and principal for 35 months, and a balloon payment at month 60. -- The Plan at Articles 5.5.2 and 5.6.2 fail to comply with Till on rate of interest reduction from contract rates. -- The Plan at Article 5.7.2 fails to provide any foundation as to what, if any, the holders of allowed general unsecured claims will receive under the plan. -- The Plan at Article 5.8 fails to comply with the Absolute Priority Rule in that the plan subordinates secured tax claims to a class below equity. -- The Plan at Article 5.8 fails to comply with the Absolute Priority Rule in that the plan fails to provide payment in full to holders of allowed general unsecured claims. -- The Plan at Article 7.5.1 impermissibly usurps the Bankruptcy Court's jurisdictional authority to set and establish claims bar dates. -- The Plan at Article 8.9 fails to identify what, if any, causes of action are preserved and accordingly thereby fails to preserve any causes of action. The U.S. Trustee is represented by: J. Steven Wilkes (Ala Bar # WIL-278) Trial Attorney U.S. Department of Justice Office of the U.S. Trustee, Region 21 501 East Polk Street, Suite 1200 Tampa, FL 33602 Tel: (813) 228-2000 Fax: (813) 228-2303 E-mail: steven.wilkes@usdoj.gov About Viper Ventures Viper Ventures, LLC, is a Florida limited liability company that owns 31 acres of waterfront land on Rattlesnake Point just south of Gandy Boulevard in Tampa, Florida. Viper leases the Property to tenants including Cargill, Prestige Yachts, Lazarra Yacht Corp., and RiverHawk Marine, LLC. Viper Ventures acquired the property in June 2004 using funding that was provided by two loans from Wachovia Bank, N.A., predecessor in interest to Wells Fargo Bank, N.A., and by investments from 16 individuals or entities who hold equity positions ranging from as much as 20% to as little as 0.6%. Each of the Investors executed documents pursuant to which they guaranteed the repayment of 175% of their share of the loans. After Wells Fargo declared a default, and filed complaints against some of the guarantors, Viper Ventures filed a Chapter 11 bankruptcy petition (Bankr. M.D. Fla. Case No. 15-bk-03404) in Tampa, Florida, on April 1, 2015. The case is assigned to Judge Catherine Peek McEwen. The Debtor is represented by Edward J. Peterson, III, Esq., at Stichter, Riedel, Blain & Prosser, PA, in Tampa, Florida. The Debtor disclosed $6,669,137 in assets and $16,110,224 in liabilities as of the Chapter 11 filing. * * * The Debtor in April 2015 filed a proposed reorganization plan that promises to pay secured creditor Wells Fargo in full in five years and unsecured creditors in two years. VIPER VENTURES: Wells Fargo, Creditors Object to Plan Confirmation ------------------------------------------------------------------ Secured creditor Wells Fargo Bank, N.A., and unsecured creditors Chemical Formulators, Inc., and Ghandy View Realty, Inc., are opposing confirmation of Viper Ventures, LLC's First Amended and Restated Plan of Reorganization. Wells Fargo objects to confirmation on various grounds, including: -- The classification of claims and interests under the Plan is a transparent attempt at gerrymandering in order to artificially construct one or more accepting impaired classes and/or invalidly classifies the various claims and therefore fails the confirmation standards set forth in Section 1129(a)(12) and (2). The Plan has created at least 2 artificially impaired classes of claims (Classes 4 and 5), and simultaneously created 3 classes in which the same parties -- the Member/Guarantors -- are supposedly the claimants (Classes 3, 7, and 8). The Viper Lending loan (Class 3) is nothing more than equity for any real purpose that has been dressed up as a secured claim. -- As set forth in Wells Fargo's dismissal motion, the bankruptcy case has been filed for the principal purposes of protecting the non-debtor, Member/Guarantors, as well as for the purpose of delaying Lender in the legitimate pursuit of its rights under the Loan Documents. As such, the Plan has not been proposed in good faith. -- Because the principal purpose of the Plan is to require dismissal of any pending action against the Member/Guarantors and/or purports to include an injunction and/or bar order and releases of the Member/Guarantors from their guarantees, the Plan violates Section 524 of the Bankruptcy Code. -- The Plan cannot be confirmed pursuant to Section 1129(a)(11) as the Plan is not feasible on, at least, the following bases: * In the first two years, even the Plan projections indicate a net operating, cash shortfall of $800,000. The funding of such shortfall is dependent upon a supposed loan by an affiliated third-party, Viper Lending, which loan is supposedly to be funded by the very same individuals who have refused to perform under their existing guarantees and/or fund the Debtor's operations; and * The Debtor's historical operation, and its current rent roll, belie any finding that the dramatic increase in rental income anticipated in years 3 through 5 of the Plan can be achieved. -- The Debtor cannot comply with the provisions of Section 1129(b) of the Bankruptcy Code, with respect to Lender, as the Plan is not fair and equitable and unfairly discriminates against the Lender, on various grounds, including, the proposed interest rate of 4.75 percent, interest only payments for 2 years, the proposed amortization schedule over 30 years and the balloon payment do not provide the Lender the present value of its secured claim as determined by applicable confirmation standards (i.e. Till). Wells Fargo requests entry of an order (i) denying Plan confirmation, and (ii) dismissing the Debtor's Chapter 11 case. CFI and GVR Objections Chemical Formulators, Inc., and Ghandy View Realty, which assert a general unsecured claim for $125,000 and a contingent and unliquidated unsecured claim in an amount not less than $16 million for breaches under a port agreement with the Debtor, say they object to the Plan as currently proposed. Issues raised in the CFI and GVR objection include: -- CFI and GVR will not retain or receive property they would receive if the Property were liquidated under Chapter 7. As such, the Plan violates Bankruptcy Code Sec. 1129(a)(7) and (8). -- CFI and GVR object to the Plan to the extent the Plan attempts to "gerrymander" unsecured creditors in violation of 11 U.S.C. Sec. 1122. Specifically, the Class 8 - Existing Indemnity Claims of the Third Party Plaintiff, the Debtor has improperly created a class in order to have one impaired class of claims vote in favor of the Plan. At best, such indemnity claims are unsecured claims. However, such indemnity claims that have not yet been incurred. Further, pursuant to the loan documents between the Class 8 creditors and Lender, such claim do not exist until Lender's claim is paid in full. -- CFI and GVR object to the Plan to the extent that unsecured creditors in Class 6 will not receive interest on their allowed unsecured claims before equity holders or subordinated creditors receive payment. CFI and GVR would propose that the Plan be amended to provide that unsecured creditors receive interest on their unsecured claims at the Prime Rate, as published in the Wall Street Journal, until such unsecured claims are paid in full, before there is any distribution to subordinate creditors or equity interests. -- With respect to unsecured claims, the Plan violates the absolute priority rule because unsecured creditors, including CFI and GVR, are not being paid in full with interest while the guarantors are retaining their ownership interests in the Debtor without providing any new value. -- Even if old equity were contributing new value, the Supreme Court has prohibited the transfer of the equity of a reorganized debtor to old equity without market-testing the value of the equity. -- The Debtor proposes to fund its Plan from its continued operations and funding from Viper Veenture's $1 million line of credit. The margin for error, between the projected cash flow, loans, and the obligations Debtor would be responsible to pay under the Plan, is extremely small. -- The Guarantors, non-debtors, are being granted an injunction from their existing guarantee obligations to Lender. -- The lending relationship between Viper Lending and the Debtor is a poorly disguised attempt to have an equity contribution become a secured claim at the expense of unsecured creditors. In essence, equity was able to secure its capital contribution at the expense of unsecured creditors. CFI and GVR also object to final approval of the Disclosure Statement on grounds that it does not contain "adequate information" within the meaning of Sec. 1125. CFI and GVR are represented by: John J. Lamoureux, Esq. CARLTON FIELDS, P.A. 4221 W. Boy Scout Blvd., Suite 1000 Tampa, FL 33607-5780 Telephone: (813) 223-7000 Facsimile: (813) 229-4133 E-mail: jlamoureux@cfjb.com Wells Fargo Bank is represented by: Andrew M. Brumby, Esq. SHUTTS & BOWEN LLP 300 S. Orange Avenue, Suite 1000 Orlando, FL 32801 Telephone: (407) 423-3200 Facsimile: (407) 425-8316 E-mail: abrumby@shutts.com - and - Ryan C. Reinert, Esq. SHUTTS & BOWEN LLP 4301 W. Boy Scout Blvd., Suite 300 Tampa, FL 33607 Telephone: (813) 229-8900 Facsimile: (813) 229-8901 E-mail: rreinert@shutts.com About Viper Ventures Viper Ventures, LLC, is a Florida limited liability company that owns 31 acres of waterfront land on Rattlesnake Point just south of Gandy Boulevard in Tampa, Florida. Viper leases the Property to tenants including Cargill, Prestige Yachts, Lazarra Yacht Corp., and RiverHawk Marine, LLC. Viper Ventures acquired the property in June 2004 using funding that was provided by two loans from Wachovia Bank, N.A., predecessor in interest to Wells Fargo Bank, N.A., and by investments from 16 individuals or entities who hold equity positions ranging from as much as 20% to as little as 0.6%. Each of the Investors executed documents pursuant to which they guaranteed the repayment of 175% of their share of the loans. After Wells Fargo declared a default, and filed complaints against some of the guarantors, Viper Ventures filed a Chapter 11 bankruptcy petition (Bankr. M.D. Fla. Case No. 15-bk-03404) in Tampa, Florida, on April 1, 2015. The case is assigned to Judge Catherine Peek McEwen. The Debtor is represented by Edward J. Peterson, III, Esq., at Stichter, Riedel, Blain & Prosser, PA, in Tampa, Florida. The Debtor disclosed $6,669,137 in assets and $16,110,224 in liabilities as of the Chapter 11 filing. * * * The Debtor in April 2015 filed a proposed reorganization plan that promises to pay secured creditor Wells Fargo in full in five years and unsecured creditors in two years. VIRTUAL PIGGY: Issues $150,000 Promissory Notes ----------------------------------------------- Virtual Piggy, Inc., issued an aggregate of $150,000 principal amount of unsecured Promissory Notes to accredited investors from Oct. 6, 2015, through Oct. 9, 2015, according to a regulatory filing with the Securities and Exchange Commission. The Investors also received two-year Warrants to purchase an aggregate of 75,000 shares of Company common stock at an exercise price of $0.90 per share, representing 50% of the applicable principal amount of the Notes. The Notes bear interest at a rate of 10 percent per annum and mature on the six month anniversary of the applicable issuance date, or on such earlier date that (i) the Company completes the closing of a specified joint venture agreement or (ii) the Company completes the sale of at least an additional $1 million of 10% Secured Convertible Promissory Notes. About Oink (Virtual Piggy, Inc.) Virtual Piggy is the provider of Oink, a secure online and in-store teen wallet. Oink enables teens to manage and spend money within parental controls, while gaining valuable financial management skills. The technology company also delivers payment platforms designed for the Under 21 age group in the global market, and enables online businesses the ability to function in a manner consistent with the Children's Online Privacy Protection Act and similar international children's privacy laws. The company, based in Hermosa Beach, CA, is on the Web at: http://www.oink.com/and holds three technology patents, US Patent No. 8,762,230, 8,650,621 and 8,812,395. Virtual Piggy reported a net loss of $9.65 million in 2014, a net loss of $16 million in 2013 and a net loss of $12.03 million in 2012. As of June 30, 2015, the Company had $1.6 million in total assets, $5.2 million in total liabilities, all current, and a stockholders' deficit of $3.5 million. Morison Cogen LLP, in Bala Cynwyd, PA, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that the Company's losses from development stage activities raise substantial doubt about its ability to continue as a going concern. WAJAX CORP: DBRS Confirms 'BB(high)' Issuer Rating -------------------------------------------------- DBRS Limited has confirmed the Issuer Rating of Wajax Corporation at BB (high) and the Company's Senior Unsecured Notes rating at BB (low), based on a Recovery Rating of RR6. The trends remain Stable. The confirmation reflects the Company's demonstrated commitment to maintaining a strong financial profile during a period of challenging market conditions. In particular, the decision to issue equity to reduce debt led to a stronger set of debt metrics despite continued weakness in operating earnings and cash flows. During the 12-month period (LTM) to June 2015, the Company also reduced its dividend payout policy and undertook restructuring actions at both its Power Systems and Industrial Components divisions to reduce costs and improve efficiency, including workforce reductions. All of Wajax's key coverage metrics are well above the current rating category ranges, and the financial profile improved over the 12 months to June 2015. During that period, market conditions, especially in Wajax's key Western Canadian sectors (mining, oil and gas, oil sands) deteriorated further, as reflected in the continued declines in commodity prices. This led to decreased equipment sales volumes and deferrals of maintenance and repair work, as Wajax customers focused on reducing expenditures. While some growth was achieved in other sectors, for example forestry equipment sales rose across Canada in H1 2015, the impact of the economic slowdown on Wajax's Western Canadian customers caused a drop in overall earnings and operating cash flows. The outlook for Wajax is for a continued challenging market environment, especially in Western Canada. However, as a result of the recent debt reduction, the Company has some cushion in its financial profile to weather the continued weakening of earnings and operating cash flows expected going forward through the end of 2015 and into 2016. DBRS expects Wajax to make progress toward the achievement of its longer-term strategy: focusing on improving customer relationships, growing core businesses organically, making modest acquisitions to bolster repair and maintenance capacity, and improving internal systems. Should markets continue to deteriorate, or remain at their depressed level for an extended period of time, certain of Wajax's customers who are currently operating at a loss may need to cease operations. If this were to lead to a material reduction in operating performance and/or if debt-financed acquisitions were to be greater than expected, resulting in adjusted debt-to-EBITDA rising above 3.5 times on an LTM basis, a negative rating action may be required. WALTER INVESTMENT: S&P Revises Outlook to Stable & Affirms B+ ICR ----------------------------------------------------------------- Standard & Poor's Ratings Services said that it revised its outlook on Walter Investment Management Corp. to stable from negative. At the same time, S&P affirmed its 'B+' issuer credit rating. S&P also raised the rating on the firm's term loan to 'BB-' from 'B+' and revised the recovery rating to '2' from '3'. The '2' recovery rating indicates S&P's expectation for substantial recovery (70% to 90%; the lower half of the range) in the event of default. S&P also affirmed its 'B-' rating on the company's senior unsecured notes. The recovery rating on the notes is '6', indicating S&P's expectation for negligible (0% to 10%) recovery in the event of payment default. The outlook revision is based on a combination of Walter's recent progress on moving to a fee-for-service business model, the company's settlement with U.S. Department of Housing and Urban Development program (HUD) and U.S. Department of Justice (DOJ), and the Green Tree servicing segment's resolution with the Consumer Financial Protection Bureau (CFPB) and Federal Trade Commission (FTC). Over the past several years, Walter has been working toward a balance-sheet-light growth strategy, where it will sell mortgage servicing rights (MSRs) to a related party -- Walter Capital Opportunity Corp. (WCO) -- and retain the lower-earning subservicing contracts. By purchasing MSRs, WCO will help Walter's growth and enable it to reduce the amount of capital and funding it would otherwise need. In August, Walter announced that Marix, a WCO subsidiary, had obtained the necessary licenses to be the primary holder of MSRs. S&P believes this key step will facilitate the migration of more MSRs to WCO from Walter. In September, Walter also announced its intention to pay down at least $50 million of its debt. Even though the payment is nominal compared with the total debt balance, S&P believes the payment indicates that management will consider deleveraging as the most efficient use of MSR sale proceeds. In September, Walter also announced that it finalized a settlement with HUD and the DOJ that fully resolved allegations that Reverse Mortgage Solutions Inc., a Walter subsidiary, did not comply with certain regulations applicable to it. Although the settlement did not contain any admission or finding of wrongdoing by Walter, the company has agreed to pay a $29.63 million settlement payment. Earlier this year, the company's Green Tree servicing segment agreed to a stipulated order with the CFPB and FTC to resolve alleged violations of various consumer financial laws. According to complaints by the CFPB and FTC, Green Tree failed to honor modifications for loans transferred from other servicers, demanded payments before providing loss mitigation options, delayed decisions on short sales, and harassed and threatened overdue borrowers. Without admitting or denying the allegations, Walter agreed to pay $48 million for consumer redress and a civil money penalty of $15 million. S&P believes the resolution of these matters is a credit positive for Walter because it removes a substantial amount of uncertainty for the company. Moreover, S&P believes the $93 million in payments do not have any substantial impact on the financial position of the company. "The stable outlook reflects our view that Walter will either conservatively increase its servicing assets and balance sheet or transition to a lighter balance sheet by selling servicing assets, while retaining subservicing contracts, and reducing its debt profile," said Standard & Poor's credit analyst Stephen Lynch. The stable outlook is also based on S&P's assumption that the company will not be subject to any substantial regulatory or compliance violations. Over the next year, S&P could lower the rating if earnings deteriorate and if it expects debt to EBITDA to rise over 5x. S&P could also lower the rating if Walter is subject to another substantial regulatory investigation, especially since the company only recently settled claims by the DOJ and CFPB. S&P could raise the rating if Walter is able to sell servicing assets and pay down debt while generating stable earnings through subservicing arrangements. More specifically, S&P could raise the rating if the company lowers debt to EBITDA below 4x and the company is able to show a stable source of future servicing assets through either its own origination channel or flow purchase agreements with other mortgage banks and partners. [*] "Chapter 20" Debtors Eligible to Void Liens ----------------------------------------------- Bloomberg News reported that "Chapter 20" debtors who filed for Chapter 7 bankruptcy and less than four years later filed for Chapter 13 protection are ineligible for a discharge but can still take advantage of lien-avoidance tools in a Chapter 13 proceeding, the Ninth Circuit held Oct. 1. According to the report, the appeals court agreed with the Fourth and Eleventh circuits that Section 1328(f), enacted as part of the Bankruptcy Abuse Prevention and Consumer Protection Act (BAPCPA) in 2005, did not render Chapter 20 debtors ineligible to void liens permanently upon the completion of a Chapter 13 plan. Section 1328(f) bars Chapter 20 debtors from receiving a discharge at the conclusion of their Chapter 13 reorganization if they received a Chapter 7 discharge within four years of filing for Chapter 13 relief, the report related. According to t [*] Bank Servicers' Subprime Loans See Higher Losses, Moody's Says ------------------------------------------------------------------ In the top US states for home foreclosures, loans serviced by banks experience higher losses than those serviced by non-bank entities, Moody's Investors Service says in a new report. Moody's report compares loss severities on loans serviced by banks and those serviced by non-banks in Florida, New York and New Jersey over the past 12 months. These three states account for 42% of all subprime loans in foreclosure in private-label residential mortgage-backed securities (RMBS), and in all three loss severities on bank-serviced loans were found to be more than 10% higher than they were on loans serviced by non-banks. "One of the main reasons bank-serviced loans see higher losses than non-bank-serviced loans is that the former usually have longer foreclosure timelines due to regulatory settlements," says Vice President -- Senior Credit Officer, William Fricke. "The additional time needed to process foreclosures led banks' foreclosure inventories to grow, while non-bank servicers did not initially face the same scrutiny, keeping their inventories smaller and their foreclosure timelines shorter." Bank-serviced loans saw higher losses because longer timelines increase expenses to the RMBS trusts that hold the loans, Fricke says in a special section of Moody's second-quarter Servicer Dashboard titled "Loss Severities Are Higher for Bank-Serviced Loans than Non-Bank-Serviced Loans." Such expenses include principal and interest advances on delinquent loans, tax and insurance payments, attorney fees and property maintenance costs. Non-bank servicers' foreclosure timelines did eventually lengthen with the establishment of the Consumer Financial Protection Bureau and the adoption of the National Mortgage Servicing Standards, both of which affected the entire mortgage-servicing industry, Moody's says. But because they still have a large pipeline of loans in foreclosure, bank servicers' losses will remain higher than non-bank servicers' through 2017 as both bank-serviced and non-bank serviced loans move slowly through the liquidation process. [*] Fitch: Limp Energy/Nat. Resources Sectors Lead to 3Q Downgrades ------------------------------------------------------------------- The energy (oil and gas) and natural resources sectors lead corporate sector downgrades during the third quarter, making up 40% of downgrades, according to Fitch Ratings. Issuers' position on the global cost curve and sound liquidity have differentiated stable larger participants from vulnerable, sometimes smaller, entities. For the third quarter of 2015 non-financial corporate (corporate) downgrades exceeded upgrades by 1.4x to 1.0x (or 2.0x for the nine months ending September 2015). The downgrade-to-upgrade ratio attributed to changes in the operating/industry profile was 1.2x to 1.0x (nine months ended September 2015: 1.3x). The energy (oil and gas) and natural resources sectors lead corporate sector downgrades, making up 40% of downgrades for the quarter. In several instances, rating actions reflect announced restructurings or the heightened risk of restructuring (including a distressed debt exchange). Adding to energy woes, coal producers are still struggling with an over supplied coal market. Downgrades in the quarter here included Arch Coal, Peabody Energy, and Indika Energy. Globally, both metallurgical and steam coal markets are in excess supply, pressuring prices. Coal producers are in cost reduction and cash preservation mode and demand from China is starting to weaken. Fitch believes the hard coking coal bench mark price could average below $100.00/tonne (t) and the Newcastle steam coal benchmark could be below $60.00/t over the next 12 months versus current prices of $89.00/t and $67.80/t, respectively, before supply rationalizes. Exploration and production (E&P) credits remain under pressure. Persistently weak oil prices have continued to lead to project/capital expenditure reduction or delays. This continues to weaken credit profiles within the sector, particularly E&P services and related issuers such as Transocean Inc. (BB+/Stable) Anton Oilfield Service Group (B-/Negative), Honghua Group Ltd. (B/Negative), and Offshore Drilling Holding, S.A. (B+/Negative). Fitch does not expect the situation to improve significantly in the next 12 months given the capex cuts by many oil majors. [*] Phoenix's Michael Jacoby to Be Inducted as Bankruptcy Fellow ---------------------------------------------------------------- Phoenix Management Services on Oct. 14 disclosed that Michael Jacoby, Senior Managing Director and Shareholder of the firm, will be inducted to The American College of Bankruptcy as a Fellow. Mr. Jacoby will join a select group of professionals honored and recognized for their professional excellence and remarkable contributions to the insolvency and bankruptcy community. The ceremony will take place on Friday, March 18, 2016 in Washington D.C. at the Smithsonian Donald W. Reynolds Center for the American Art and Portraiture. The American College of Bankruptcy is an honorary public service association of bankruptcy and insolvency professionals. The College has over 800 Fellows, each selected by a Board of Regents from among recommendations of the Circuit Admissions Council in each federal judicial circuit and specially appointed Committees for Judicial and International Fellows. Fellows are nominated and extended an invitation to join based on a proven record of the highest standards of professionalism and service to the profession and their communities. Criteria for selection include: the highest standard of professionalism, ethics, character, integrity, professional expertise and leadership in contributing to the enhancement of bankruptcy and insolvency processes; sustained evidence of scholarship, teaching, lecturing or writing on bankruptcy or insolvency; and commitment to elevate knowledge and understanding of the profession and public respect for the practice. Mr. Jacoby will join distinguished judges, lawyers, international fellows, accountants, corporate turnaround specialists, government officials and other professionals who are acknowledged as experts in the bankruptcy and insolvency field. About Phoenix For 30 years, Phoenix has provided smarter, operationally focused solutions for middle market companies in transition. Phoenix Management Services(R) provides turnaround, crisis and interim management, specialized advisory and operational due diligence services for both distressed and growth oriented companies. Phoenix Transaction Advisory Services(SM) provides quality of earnings, management/organizational review, business integration, sell-side business preparation and other transaction related support. Phoenix Capital Resources(R) provides seamless investment banking solutions including M&A advisory, complex restructurings and capital placements. Phoenix Capital Resources is a U.S. registered broker-dealer and member of FINRA and SIPC. [*] Profit Growth to Slow for Auto Parts Suppliers, Moody's Says ---------------------------------------------------------------- Profit growth among auto parts supplies will slow over the next 12-18 months, tempered by the strong dollar, smaller gains in US car sales and the costs of new automotive platforms, says Moody's Investor Service. However, the rating agency maintains its stable outlook on the sector as gradually improving operating profits, modest growth in global automotive demand and stabilizing global commercial vehicle production levels will continue to support strong cash generation. Moody's expects US sales growth to slow to 2.8% in 2015 and 2.4% in 2016. While down from 6.2% growth in 2014, sales remain on track to reach their highest annual level since 2001, according to the report "Profit Growth to Slow on Strong Dollar, Cooling US Auto Sales Gains." The strong dollar will likely limit revenue growth for most larger North American auto parts suppliers, with exposure to Europe averaging about 40%. It has also muted operating profit growth, leading Moody's to forecast median EBITA growth of 3%-4% in both 2015 and 2016, down from 10.7% in 2014. Other headwinds include slowing GDP growth in China and recessionary conditions in Latin America. However, Moody's expects other factors to mitigate these macroeconomic factors. "Improving vehicle demand in North America and Europe will more than make up for weakening near-term demand in China and the weak macroeconomic environment in Latin America," said Timothy Harrod, a Moody's Vice President and Senior Credit Officer. Auto parts suppliers generate 65%-70% of their revenue from North America and Europe. Moreover, while Moody's forecasts anemic sales growth in China in 2015, the agency expect sales to rebound in 2016. Strong profit gains among companies that produce high-margin components that relate to fuel efficiency emission controls, active safety, infotainment/electrical content and connectivity will continue to drive EBITA growth. "The strength of these segments is fueling M&A activity as companies seek to capitalize on major technology trends in the automotive sector. Although some recent acquisitions have driven leverage higher within the industry, we believe it will remain at acceptable levels to support shareholder-friendly actions such as share repurchases," said Harrod. Strong free cash flow generation is a key factor supporting this activity. Commercial vehicle production will soften, growing 6%-7% in 2015 and 5% in 2016, down from 10% in 2014, owing to weaker off-highway vehicle sales and cooling replacement demand as the average fleet age of heavy-duty trucks in North America normalizes at around six years. However, a decline in North American production of Class 8 commercial vehicles and slower global growth in commercial vehicle production will also be contributing factors. [*] U.S. Energy and Metals/Mining Issuance Slows, Fitch Says ------------------------------------------------------------ U.S. energy and metals/mining recorded its lowest quarterly new issuance in four years, as sustained commodity price weakness and oversupply continue to afflict these two sectors, says Fitch Ratings. Overall, new issuance slowed in September to $20 billion from $41 billion a year earlier. Third quarter new issuance tallied $38 billion versus $69 billion in 2014. Volume in the first nine months of 2015 is down 35% year over year for energy and metals/mining but up 3% for the rest of the high yield market. "Capital markets access for many commodity price-challenged companies has been solid for most of 2015, but energy and metals/mining issuance trailed off dramatically in the third quarter, registering $5 billion versus $16 billion in the second quarter," said Eric Rosenthal, Senior Director of Leveraged Finance. Nearly half of U.S. energy and metals/mining bond issues are bid below 80 cents compared to just 7% a year ago. These two sectors comprise about 22% of the overall high yield bond market. The trailing 12-month (TTM) high yield default rate stands at 4.8% and 10.3% for the energy and metals/mining sectors, respectively. The former is at its highest rate since 1999. The overall TTM default rate is 2.9%. The U.S. high yield bond market has seen at least four defaults per month since February, including October, which already has six registering more than $2 billion in volume. More than $4 billion in default volume has been tallied for three consecutive months in the third quarter, levels not seen since 2009. [^] BOOK REVIEW: The Financial Giants In United States History -------------------------------------------------------------- Author: Meade Minnigerode Publisher: Beard Books Softcover: 260 pages List Price: $34.95 Order your personal copy today at http://is.gd/tJWvs2 The financial giants were Stephen Girard, John Jacob Astor, Jay Cooke, Daniel Drew, Cornelius Vanderbilt, Jay Gould, and Jim Fisk. The accomplishments of some have made them household names today. But all were active in the mid 1800s. This was a time when the United States, having freed itself from Great Britain only a few decades earlier, was gaining its stride as an independent nation. The country was expanding westward, starting to engage in significant international trade, and laying the foundations for becoming a major industrial power. Astor, Vanderbilt, Gould, and the others played major parts in all these areas. During the Civil War in the first half of the 1860s, some became leading suppliers of goods or financiers to the Federal government. Minnigerode's focus is the highlights of the life of each of the seven. Along with this, he identifies each one's prime characteristics contributing to his road to fortune and how his life turned out in the end. Not all of the men managed to keep and pass on the fortunes they amassed. They are seen a "financial giants" not only because they made fortunes in the early days of American business and industry, but also for their place in laying out the groundwork for American business enterprise, innovation, and leadership, and for the notoriety they had in their day. Minnigerode summarizes the style or achievement of each man in a single word or short phrase. Stephan Girard is "The Merchant Banker"; Cornelius Vanderbilt, "The Commodore." "The Old Man of the Street" summarizes Daniel Drew"; with "The Wizard of Wall Street" summarizing Jay Gould. Jim Fisk is "The Mountebank." Jay Cooke, "The Tycoon," was to be "known throughout the country for his astonishingly successful handling of the great Federal loans which financed the Civil War." After the War, one of the leaders of the Confederacy remarked that the South was really defeated in the Federal Treasury Department thus, even on the enemy side, giving recognition to Cooke's invaluable work of enabling the Federal government to meet the huge costs of the War. After the War, having earned the reputation as "the foremost financier in the country," Cooke became involved in many large financial ventures, including the building of a railroad to link the East and West coasts of America. In this railroad venture, however, Cooke and his banking firm made a fatal misstep in investing in the Northern Pacific railway. The Northern Pacific turned out to be a house of cards. When Cooke's firm was unable to meet interest payments it owed because of money it had put into the Northern Pacific, the firm went bankrupt; and this caused alarm in the stock market and financial circles. The roads to wealth of the "financial giants" were not smooth. Like others amassing great wealth, they had to take risks. The tales Minnigerode tells are not only instructive on how individuals have historically made fortunes in business and the characteristics they had for this, but are also cautionary tales on the contingency of great wealth in some circumstances. Jim Fisk, for instance, a larger-than life character "jovial and quick witted [who was also] a swindler and a bandit, a destroyer of law and an apostle of fraud," was presumably killed by a former business partner. Unlike Cooke and Fisk, Cornelius Vanderbilt and John Jacob Astor built fortunes that lasted generations. Vanderbilt - nicknamed Commodore - starting in the New York City area, built ships and established domestic and international merchant and passenger lines. With the government coming to depend on these with the rapid growth of commerce of the period and the Civil War for a time, Vanderbilt practically had monopolistic control of private shipping in the U.S. Astor made his fortune by developing trade and other business in the upper Midwest, which was at the time the sparsely-populated frontier of America, rich in natural resources and other potential with the Great Lakes and regional rivers as a means for transportation. Although the social and business conditions in the early and mid 1800s when the U.S. was in the early stages of its development were unique to that period, by concentrating on the characteristics, personalities, strategies, and activities of the seven outstanding businessmen of this period, Minnigerode highlights business traits and acumen that are timeless. His sharply-focused, short biographies are colorful and memorable. This author has written many other books and worked in the military and government. ********* 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 ***