/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/151027.mbx T R O U B L E D C O M P A N Y R E P O R T E R Tuesday, October 27, 2015, Vol. 19, No. 300 Headlines 1SOLTECH INC: Inks $7.7M Settlement with Texas AG AFFORDABLE MED: Case Summary & 20 Largest Unsecured Creditors AGE REFINING: 5th Cir. Affirms Plan Confirmation Order ALLEGHENY TECHNOLOGIES: S&P Lowers CCR to 'BB-', Outlook Stable AMNEAL PHARMACEUTICALS: S&P Raises CCR to 'BB-', Outlook Stable ARRHYTHMIA TREATMENT: Case Summary & 2 Top Unsecured Creditors ASBURY AUTOMOTIVE: Moody's Rates $200MM Sr. Notes Increase 'B1' ASBURY AUTOMOTIVE: S&P Retains 'BB' Notes Rating on $200MM Add-On ATLANTIC & PACIFIC: Key Food to Buy Assets in 15 Stores BATTLE CREEK: Qualifies as 'Single Asset Real Estate,' Judge Rules BERNARD L. MADOFF: Trustee Requests Release of Customer Fund BERNARD L. MADOFF: Trustee, Thybo Feeder Funds Settle Claims BESRA GOLD: Commences Restructuring Proceedings in Canada BLACK ELK: Seeks to Donate Eugene Island 261-A Jacket to Louisiana BLACK ELK: Seeks to Donate Eugene Island Platform to Louisiana BOISE GUN: Case Summary & 20 Top Unsecured Creditors BULLIONDIRECT INC: Amends List of 20 Largest Unsecured Creditors CAL DIVE: Bielli & Klauder to Serve as Counsel for Fee Examiner CENTRAL OKLAHOMA: Balks at Homeland Insurance's Examiner Bid CLINICA REAL: SFIC's Bid to Appoint Ch. 11 Trustee Denied COUNTRY STONE: First Midwest Seeks Plan Clarification COYNE INTERNATIONAL: Workers Face Pension Plan Cuts CRS ELECTRONICS: Placed Under Receivership Following Loan Default DOMARK INTERNATIONAL: Hires Michael Studer CPA as New Accountants DOMARK INTERNATIONAL: Incurs $1.4-Mil. Net Loss in Aug. 31 Qtr. DOMUM LOCIS: Seeks Approval of Kilroy Debt for U.S. Trustee Fees DRD TECHNOLOGIES: Has Until Oct. 31 to File Plan DUTCH LLC: S&P Affirms 'B' CCR Then Withdraws Rating ENDEAVOUR INT'L: $398 Million Credit Bid Approved ENDEAVOUR INT'L: Dismissal Okayed After $3.2M UCC Settlement ENSECO ENERGY: Chapter 15 Case Summary ERF WIRELESS: Signs Purchase Agreement with NetWrk Access FEDERAL RESOURCES: Wants Until Feb. 16 to Solicit Plan Votes FRONTIER STAR: Court Orders Joint Administration of Ch. 11 Cases GENIUS BRANDS: Michael Handelman Continues to Serve as CFO GREAT BASIN: Gets Grace Period to Comply with NASDAQ Listing Rules GREAT LAKES: S&P Lowers CCR to 'B-'; Outlook Developing HDGM ADVISORY: Has Until Dec. 27 to Solicit Plan Acceptances HERCULES OFFSHORE: Morris Nichols Approved as Delaware Co-Counsel HERCULES OFFSHORE: S&P Gives Prelim. CCC+ Rating on New $450MM Loan HOWREY LLP: Ch 11 Trustee, Creditors Panel Want Case Back to Ch 7 HOWREY LLP: Creditors' Former Counsel Can't Contest Slashed Fees IFS FINANCIAL: 5th Cir. Affirms Order Removing Ch. 7 Trustee IMMOKALEE TOMATO: Case Summary & 3 Largest Unsecured Creditors JAN SCHMALENBERG: Objection to Westside Bank's $1MM Claim Denied LAWRENCE KATES: Order Denying Post-Confirmation Claim Affirmed LIFE UNIVERSITY, GA: Moody's Affirms Ba3 Rating on 2008 Bonds LPHM INC: Case Summary & 12 Largest Unsecured Creditors M PHARMA: Reaches Settlement with Creditors on Accounts Payable MARINA DISTRICT: Moody's Assigns B2 Rating on $650MM Loan Due 2023 MATTRESS MATTERS: Case Summary & 20 Largest Unsecured Creditors MCGEE EQUIPMENT: Case Summary & 20 Largest Unsecured Creditors METROPOLITAN INDUSTRIAL: Case Summary & 20 Top Unsecured Creditors MISSION NEW ENERGY: Annual General Meeting Set for Nov. 25 MISSISSIPPI PHOSPHATES: Horne LLP OK'd as Accountants and Auditors MOLYCORP INC: Seeks Jan. 2016 Extension of Plan Filing Date NAB HOLDINGS: Moody's Affirms B1 CFR & Changes Outlook to Negative NATGASOLINE LLC: S&P Assigns Prelim. 'BB-' Rating on $1.16BB Debt NEW DIMENSIONS: Case Summary & 8 Largest Unsecured Creditors NORTH AMERICAN TUNGSTEN: Terminates Amended SISP, CCAA Stayed NYDJ APPAREL: S&P Lowers Corporate Credit Rating to 'SD' OW BUNKER: UST Balks at Plan's Treatment of Unsecureds, Release QUANTUM FOODS: UST Balks at Committee Retention of FGMK REICHHOLD HOLDINGS: Deadline to Remove Suits Extended to Feb. 24 RELATIVITY MEDIA: Hearing Today on VII Peaks Dispute RELATIVITY MEDIA: Investor Group Completes Acquisition of TV Biz RELATIVITY MEDIA: Kavanaugh-Led Group Completes Acquisition RELATIVITY MEDIA: Statement on Recent Acquisition RELATIVITY MEDIA: Wants Infiltrator Film Deal With Producer Okayed RELATIVITY MEDIA: Will Get $29MM From Joseph Nicholas RYDER MEMORIAL: S&P Revises Outlook to Neg. & Affirms 'BB-' Rating SABRE INDUSTRIES: S&P Affirms 'B' Corp. Credit Rating SILVERADO STREET: Voluntary Chapter 11 Case Summary SKYSTAR BIO-PHARMACEUTICAL: Receives Nasdaq Delisting Notice STANDARD REGISTER: Hearing on Plan, Disclosures Set for Nov. 19 STANDARD REGISTER: Says Pennsylvania Tax Liability Must Be Slashed STANDARD REGISTER: Sets Nov. 13 as Pension Claims Bar Date STANDARD REGISTER: To Sell Terre Haute Property for $149,082 THANE INTERNATIONAL: Chapter 15 Case Summary THANE INTERNATIONAL: Chapter 15 Petition Filed in Delaware THANE INTERNATIONAL: Files Confidential Appendices Under Seal THANE INTERNATIONAL: Joint Administration of Cases Sought THANE INTERNATIONAL: Receiver Seeks Stay of U.S. Actions TIANYIN PHARMA: Receives NYSE MKT Listing Non-Compliance Notice TOWER PARK: 9th Circ. Affirms Dismissal of Family Trust's Suit TRANS-INDUSTRIES INC: ERISA Suit Partially Dismissed TRI-UNION: Insurance Co. Directed to Pay $3.9MM to DOI TURKEY LAKE: Premier Laser Spa Chain Files for Ch 11 Bankruptcy UNITED APOSTOLIC CHURCH: Case Summary & 16 Top Unsecured Creditors UNITED DISTRIBUTION: S&P Revises Outlook to Neg. & Affirms B- CCR VERITEQ CORP: Assets to Be Auctioned Off by Magna on Nov. 2 VITRO SAB: Order Enforcing Plan Confirmation Affirmed WRIGHTWOOD RANCH: Walter & Wilhelm Won't Get Evergreen Retainer ZUCKER GOLDBERG: Wants to Reject Agreements with Bear Mountainside [*] BTG Launches Cloud Practice for "Turnaround" Process [^] Large Companies with Insolvent Balance Sheet ********* 1SOLTECH INC: Inks $7.7M Settlement with Texas AG ------------------------------------------------- Jess Davis at Bankruptcy Law360 reported that the Texas attorney general's office has reached a $7.7 million agreement with a bankrupt solar panel manufacturer to settle claims the company wrongly marketed its products as made in the U.S. when they were actually imported from China, according to a motion seeking approval of the deal. A week after the state's case against solar firm 1SolTech Inc. was set for trial, the trustee for 1SolTech on Oct. 13 sought approval for a deal that would pay $2.7 million to consumers. About 1SolTech, Inc. Plano, Texas-based 1SolTech, Inc., filed for Chapter 11 protection (Bankr. E.D. Tex Case No. 14-42187) on Oct. 13, 2014. The petition was signed by Zak Fardi, executive vice president. Joyce W. Lindauer, Esq., at Attorney at Law & Mediator represents the Debtor in their restructuring effort. The Debtor estimated assets and debts at $1 million to $10 million. AFFORDABLE MED: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Affordable Med Scrubs LLC dba AMS Uniforms fdba AMS Retail, LLC 2190 Allentown Road Lima, OH 45805 Case No.: 15-33448 Chapter 11 Petition Date: October 24, 2015 Court: United States Bankruptcy Court Northern District of Ohio (Toledo) Judge: Hon. Mary Ann Whipple Debtor's Counsel: James M. Perlman, Esq. 416 N Erie Street, #100 Toledo, OH 43604 Tel: (419) 724-1776 Email: jperl@bex.net Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Robert Zubrow, president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/ohnb15-33448.pdf AGE REFINING: 5th Cir. Affirms Plan Confirmation Order ------------------------------------------------------ The United States Court of Appeals for the Fifth Circuit affirmed the District Court's Judgment affirming the Bankruptcy Court's Orders, including an order approving the Chapter 11 plan of Age Refining, Inc. The Official Committee of Unsecured Creditors appealed a consolidated district court judgment affirming several bankruptcy court judgments. The bankruptcy court approved a Rule 9019 settlement, denied a motion to value a secured claim, denied an objection to an allowed claim, and approved a Chapter 11 cramdown plan. The appeals are THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS, Appellant, v. ERIC J. MOELLER, Chapter 11 Trustee for AGE Refining, Incorporated, Appellee, In the Matter of: AGE REFINING, INCORPORATED, Debtor; THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS, Appellant, v. CHASE CAPITAL CORPORATION; LIQUIDATING TRUSTEE RANDOLPH N. OSHEROW, Appellees, In the Matter of: AGE REFINING, INCORPORATED, Debtor; and THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS, Appellant, v. RANDOLPH N. OSHEROW, Chapter 11 Trustee, Appellee, In the Matter of: AGE REFINING, INCORPORATED, Debtor, NO. 14-50046 (5th Cir.). A full-text copy of the Fifth Circuit's Opinion dated September 16, 2015, is available at http://is.gd/MhgYgafrom Leagle.com. About Age Refining Age Refining, Inc. owned a refinery in San Antonio, Texas. It manufactured, refined and marketed jet fuels, diesel products, solvents and other highly specialized fuels. The Company filed for Chapter 11 bankruptcy protection (Bankr. W.D. Tex. Case No. 10-50501) on Feb. 8, 2010. The Company estimated $10 million to $50 million in assets and $100 million to $500 million in liabilities in its bankruptcy petition. David S. Gragg, Esq., and Steven R. Brook, Esq., at Langley & Banack, Incorporated, in San Antonio, Texas, represent Eric J. Moeller, Chapter 11 Trustee, as general counsel. Eric Moeller has been named chapter 11 trustee to take management of the Debtor from CEO Glen Gonzalez. In November 2010, the trustee filed suit against Mr. Gonzalez, alleging he breached his fiduciary duty by dipping into Company coffers for his personal use while paying himself an excessive salary and stock distributions. David S. Gragg, Esq., Steven R. Brook, Esq., Natalie F. Wilson, Esq., and Allen M. DeBard, Esq., at Langley & Banack, Inc., in San Antonio, Tex., serve as general counsel to the Chapter 11 Trustee. The effective date for Age Refining's Chapter 11 plan occurred or on Jan. 20, 2012. The Plan received confirmation from the Bankruptcy Court on Dec. 9, 2011. ALLEGHENY TECHNOLOGIES: S&P Lowers CCR to 'BB-', Outlook Stable --------------------------------------------------------------- Standard & Poor's Ratings Services said it lowered its corporate credit rating on Pittsburgh-based Allegheny Technologies Inc. to 'BB-' from 'BB+'. The outlook is stable. At the same time, S&P lowered its issue-level rating on the company's senior unsecured notes to 'BB-' from 'BB+'. The recovery rating on the unsecured notes remains '3', indicating S&P's expectation for meaningful (50% to 70%; lower half of the range) recovery in the event of a payment default. "The stable outlook reflects our expectation that the company will maintain credit measures consistent with a highly leveraged financial risk profile, with debt to EBITDA expected to be roughly 6.5x in the next 12 months," said Standard & Poor's credit analyst William Ferara. "ATI is being pressured by a weak pricing environment and demand trends; however, cost reduction efforts and additional long-term agreements in the aerospace segment could provide incremental improvement throughout 2016." S&P could lower the rating if the company's business risk position deteriorates or S&P expects debt to EBITDA will be sustained above 8x throughout 2015 and 2016. This could occur if shipments to ATI's key aerospace, energy, or other markets continue to weaken, competitive pressures further erode prices and margins, or it does not achieve targeted cost reductions. S&P could raise the rating if ATI is able to improve its operating and financial performance. Specifically, S&P would look for debt to EBITDA to be less than 5x. S&P views this scenario to be less likely over the next year given its expectation for continued pricing pressure and challenging demand conditions in this timeframe. AMNEAL PHARMACEUTICALS: S&P Raises CCR to 'BB-', Outlook Stable --------------------------------------------------------------- Standard & Poor's Ratings Services raised its corporate credit rating and issue-level rating on Bridgewater, N.J.-based Amneal Pharmaceuticals LLC to 'BB-' from 'B+'. The outlook is stable. The recovery rating on the senior secured debt remains '4', indicating expectations of average (30% to 50%; at the high end of the range) recovery in the event of a payment default. "The upgrade reflects Amneal's performance that, to date in 2015, has allowed the company to achieve leverage below 4x, despite higher debt incurred earlier in 2015 to fund a dividend," said Standard & Poor's credit analyst Michael Berrian. The performance stems predominantly from organic growth that includes contribution from four new product launches and price increases of certain existing products. Amneal is vertically integrated for almost one-third of its products and has self-manufacturing capabilities for multiple dosage forms. S&P expects that future operating trends will continue to allow Amneal to finance shareholder returns and capital spending with leverage around 4x. Modest leverage and solid operating performance contribute to S&P's belief that it is more comparable to 'BB-' rated peers than peers in the 'B' category. The stable outlook reflects S&P's expectation that continued revenue and EBITDA growth will result in leverage being sustained at about 4x over the next year. Concurrent with that would be Amneal's ability to generate free cash flow in excess of $50 million in 2016. S&P could lower the rating if the company's competitive position weakens such that leverage is likely to be sustained above 4.0x over four quarters with limited prospects for improvement. S&P estimates that this could occur if, at its current revenue expectations of 8% in 2016, EBITDA margins decline by 200 basis points. This scenario could materialize if Amneal is unable to successfully commercialize new products, or if product competition is greater than S&P expects. It could also occur if manufacturing disruptions cause a delay in growth and competitive position. In this scenario, the higher leverage and weakened competitive position would support S&P's belief that Amneal's credit risk profile is similar to 'B' category rated peers. A higher rating is unlikely over the next year. This stems from S&P's belief that a stronger rating is predicated on both stronger business risk and lower leverage. Absent a transformative acquisition -- which S&P does not expect will occur -- Amneal's business risk will be constrained due to a continued absence of scale in the competitive generic pharmaceutical industry. ARRHYTHMIA TREATMENT: Case Summary & 2 Top Unsecured Creditors -------------------------------------------------------------- Debtor: Arrhythmia Treatment Associates, LLC 505 Capitol Street Charleston, WV 25301 Case No.: 15-20553 Chapter 11 Petition Date: October 23, 2015 Court: United States Bankruptcy Court Southern District of West Virginia (Charleston) Judge: Hon. Frank W. Volk Debtor's Counsel: Joseph W. Caldwell, Esq. CALDWELL & RIFFEE P. O. Box 4427 Charleston, WV 25364-4427 Tel: 304-925-2100 Fax: (304) 925-2193 Email: joecaldwell@frontier.com chuckriffee@frontier.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Ronald McCowan, manager. A list of the Debtor's two largest unsecured creditors is available for free at http://bankrupt.com/misc/wvsb15-20553.pdf ASBURY AUTOMOTIVE: Moody's Rates $200MM Sr. Notes Increase 'B1' --------------------------------------------------------------- Moody's Investors Service assigned a B1 rating to Asbury Automotive Group, Inc.'s proposed $200 million increase in its senior subordinated notes. There is no impact on the Ba2 rating or the stable outlook. "We view this as a tactical debt raise to take advantage of favorable market conditions, both from an interest rate perspective as well as investor appetite for the auto retail sector on the whole," stated Moody's Vice President Charlie O'Shea. "It is our expectation that Asbury will use the funds prudently for acquisitions and share repurchases, with leverage, though it will increase from around 3.4 times to around 3.8 times proforma for the new debt, still to be maintained well within our bands of tolerance for the rating." Asbury's Ba2 rating continues to recognize that despite its relatively small size as compared to its rated U.S. peer group, its market and competitive positions are formidable in the markets in which it chooses to operate as evidenced by its credit metrics, which are strong for this peer group. The rating also considers Asbury's historically-favorable brand mix, with around 80% of new vehicle sales coming from luxury and import brands, and its operating profit trend away from new vehicle sales. Asbury's business model, with solid parts and service and finance and insurance segments, reduces reliance on new car sales, and it is successfully enhancing the efficiency of its used car business. Ratings also consider Asbury's improved liquidity resulting from its favorable debt maturity profile. The stable outlook reflects our expectation that Asbury will continue to manage itself with sufficient discipline around operating costs such that its present quantitative profile is largely continued. Ratings could be upgraded if credit metrics further improve such that debt/EBITDA was maintained under 3.5 times for an extended period and EBIT/interest was sustained above 5 times. Ratings could be downgraded if debt/EBITDA approached 4.5 times or if EBIT/interest fell below 3 times. Asbury Automotive Group, Inc., headquartered in Duluth, GA, is a leading auto retailer with 102 franchises, and annual revenues of approximately $6.2 billion. ASBURY AUTOMOTIVE: S&P Retains 'BB' Notes Rating on $200MM Add-On ----------------------------------------------------------------- Standard & Poor's Ratings Services said that its 'BB' issue-level rating and '5' recovery rating on Duluth, Ga.-based auto retailer Asbury Automotive Group Inc.'s existing senior subordinated notes due 2024 are unchanged following the company's proposed $200 million add-on. The '5' recovery rating reflects S&P's expectation for modest recovery (10%-30%; lower half of the range) in the event of a payment default. The company intends to use the proceeds from this add-on offering for general corporate purposes, which may include acquisitions, share repurchases, capital expenditures, the occasional repayment of outstanding debt, investments, or working capital needs, among other things. The proposed senior subordinated notes will rank equally with all of Asbury's existing and future subordinated debt and will be subordinated to all of the company and its guarantors' existing and future senior debt. The notes will be guaranteed on a senior basis by substantially all of the direct and indirect domestic subsidiaries of the company. S&P's ratings on Asbury reflect S&P's view of the company's consistent free cash flow generation and our "adequate" assessment of its liquidity. Moreover, S&P views the company's business model as resilient due to its high degree of variable costs and multiple revenue sources. RATINGS LIST Asbury Automotive Group Inc. Corporate Credit Rating BB+/Stable/-- Ratings Unchanged; Recovery Band Revised To From Asbury Automotive Group Inc. Senior Subordinated Notes Due 2024 BB BB Recovery Rating 5L 5H ATLANTIC & PACIFIC: Key Food to Buy Assets in 15 Stores ------------------------------------------------------- Great Atlantic & Pacific Tea Company Inc. received court approval to sell some of its assets to Key Food Stores Co-Operative, Inc. The order, issued by U.S. Bankruptcy Judge Robert Drain, allowed the company to sell the assets used in operating its 15 stores. Twelve of the stores are located in New York while the rest are located in New Jersey. Great Atlantic runs the three New Jersey stores under the Food Basics name, according to court filings. Under the deal, Great Atlantic will receive $27.55 million in cash, plus additional amounts. Key Food will also assume some of the company's liabilities. A copy of Judge Drain's order is available for free at http://is.gd/nhAg09 The assets were supposed to be sold at an auction, with Key Food as the stalking horse bidder. Great Atlantic, however, did not receive "qualified bids" from other buyers, according to court filings. Key Food previously offered $28.5 million to acquire assets in 16 stores run by Great Atlantic. Earlier this month, the companies agreed to exclude from the sale those assets used in Great Atlantic's Waldbaums store located along Tompkins Avenue, in Staten Island, New York. 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. BATTLE CREEK: Qualifies as 'Single Asset Real Estate,' Judge Rules ------------------------------------------------------------------ A bankruptcy judge has ruled that Battle Creek Conservation Ventures LLC's estate constitutes a single asset real estate. In a two-page order, Judge Maureen Tighe of the U.S. Bankruptcy Court for the Central District of California ruled that the company qualifies as a "single asset real estate" and is subject to section 362(d)(3) of the Bankruptcy Code. Section 362(d)(3) requires a debtor to commence monthly payments in an amount equal to interest at the then applicable nondefault contract rate of interest on the value of a creditor's interest in the real estate. Judge Tighe ordered Battle Creek to make a monthly payment of $116,159 to Charles Orwick III as "adequate protection" of his interest in a real property owned by the company. The real property, which has a scheduled value of $11 million, is encumbered by three separate deeds of trust held by Mr. Orwick. The property is located along Jellys Ferry Road, in Red Bluff, California. About Battle Creek Conservation Battle Creek Conservation Ventures, LLC, commenced a Chapter 11 bankruptcy case (Bankr. C.D. Cal. Case No. 15-11683) on May 13, 2015. Judge Maureen Tighe presides over the case. The Debtor estimated assets of $11 million and total liabilities of $9.3 million. BERNARD L. MADOFF: Trustee Requests Release of Customer Fund ------------------------------------------------------------ Irving H. Picard, Securities Investor Protection Act (SIPA) Trustee for the liquidation of Bernard L. Madoff Investment Securities LLC (BLMIS), filed a supplemental motion on Oct. 20 in the United States Bankruptcy Court for the Southern District of New York seeking approval for an allocation of recoveries to the BLMIS Customer Fund and an authorization for a sixth pro rata interim distribution from the Customer Fund to BLMIS customers with allowed claims. A hearing has been scheduled for Wednesday, November 18, 2015 at 10:00 a.m. Plans for a sixth interim pro rata distribution may now proceed after the Supreme Court's decision on October 5, 2015 not to review lower court decisions regarding the applicability of so-called "time-based damages" in the ongoing liquidation of the Madoff firm. The Court's action affirmed the SIPA Trustee's position on this issue. In the motion, the SIPA Trustee seeks the release of funds that include reserves held under a September 2012 Bankruptcy Court order and more than $345 million in settlements and new recoveries that have been secured since the fifth distribution, which commenced in February 2015. If the motion is approved, the SIPA Trustee will allocate $1.5 billion, with $1.18 billion available for immediate distribution to customers with allowed claims and approximately $320 million held in reserve for claims that are deemed determined pending the resolution of litigation, as well as other issues. This will bring the amount distributed to eligible BLMIS customers to approximately $9.13 billion, which includes more than $827 million in advances committed by the Securities Investor Protection Corporation (SIPC). Stephen P. Harbeck, President and CEO of SIPC, said, "The courts have upheld the Trustee's and SIPC's application of SIPA. The Supreme Court's decision not to review the Second Circuit's decision allows Irving Picard to move forward with the distribution as soon as possible, while his global legal team continues to pursue additional, significant recoveries for BLMIS customers." "Recoveries for the BLMIS Customer Fund now total nearly $11 billion," continued Mr. Harbeck. "That is much more than anyone could have expected at the start of the case in 2008. The legal strategy, and the execution of that strategy by the SIPA Trustee and his counsel, led by David J. Sheehan, will maximize the return to Madoff's customers. The result here, fully funded by SIPC at no cost to customers, shows that the Securities Investor Protection Act functions as Congress intended. I congratulate the SIPA Trustee and his counsel as they continue to make distributions and increase the return to the victims of this enormous theft." The sixth pro rata interim distribution will result in the return of 8.186 percent of the allowed claim amount for each individual account, unless the allowed claim has been fully satisfied. The average payment for an allowed claim issued in the sixth distribution is $1,110,423.34. The smallest payment totals $1,286.84 and the largest payment is $200,367,708.98. Currently, the SIPA Trustee has allowed 2,564 claims related to 2,227 BLMIS accounts. Of these accounts, 1,264 accounts with allowed claims totaling $1,161,193.87 or less -- or more than 56 percent -- will be fully satisfied following the sixth interim distribution. The sixth interim distribution, when combined with the prior interim distributions, will satisfy up to 56.988 percent of each customer's allowed claim unless the account is fully satisfied. In addition, SIPC will be reimbursed for its advances to accounts that the sixth interim distribution fully satisfies. As of October 20, 2015, the SIPA Trustee has recovered or reached agreements to recover approximately $10.9 billion since his appointment in December 2008. These outcomes exceed similar efforts related to prior Ponzi scheme recoveries, in terms of dollars and percentage of stolen funds recovered. Ultimately, 100 percent of the SIPA Trustee's recoveries will be allocated to the Customer Fund for distribution to BLMIS customers with allowed claims. Prior distributions as of October 20, 2015 are as follows: The first pro rata interim distribution, which commenced on October 5, 2011, has distributed approximately $675.3 million, representing 4.602 percent of the allowed claim amount of each individual account, unless the claim is fully satisfied. The second pro rata interim distribution, which commenced on September 19, 2012, has distributed approximately $4.906 billion, representing 33.556 percent of the allowed claim amount of each individual account, unless the claim is fully satisfied. The third pro rata interim distribution, which commenced on March 29, 2013, has distributed approximately $686.1 million, representing 4.721 percent of the allowed claim amount of each individual account, unless the claim is fully satisfied. The fourth pro rata interim distribution, which commenced on May 5, 2014, has distributed approximately $461.4 million, representing 3.180 percent of each individual account, unless the claim is fully satisfied. The fifth pro rata interim distribution, which commenced on February 6, 2015, has distributed approximately $397.5 million, representing 2.743 percent of each individual account, unless the claim is fully satisfied. There are 109 deemed determined claims still subject to litigation. Once litigation is resolved or settlements reached, these claims may be allowed and would therefore become eligible for all pro rata distributions to date. For that potential scenario, as of October 20, 2015, the SIPA Trustee has reserved approximately $1.706 billion. The ultimate amount of additional allowed claims depends on the outcome of litigation or negotiation and could add billions of dollars to the total amount of allowed claims. All administrative costs of the SIPA liquidation of Bernard L. Madoff Investment Securities LLC and its global recovery efforts, which make the distributions possible, are funded by SIPC. Upon approval, record holders of allowed claims as of November 18, 2015 will be eligible to receive payments from the sixth interim distribution. The supplemental Sixth Customer Fund Allocation and Distribution Motion can be found on the United States Bankruptcy Court's website at http://www.nysb.uscourts.gov/Bankr. S.D.N.Y., No. 08-01789 (SMB). It can also be found on the SIPA Trustee's website along with more information on the BLMIS liquidation at: www.madofftrustee.com Messrs. Harbeck, Picard and Sheehan would like to thank Seanna Brown and Heather Wlodek of BakerHostetler, who worked on the sixth pro rata interim distribution and its related filings, as well as the legal firms of BakerHostetler and Windels Marx, and all of the attorneys and professionals whose work has led to the distribution. They would also like to thank Vineet Sehgal and his colleagues at AlixPartners, as well as Josephine Wang, Kevin Bell and their colleagues at SIPC, for their ongoing work and participation in the Madoff Recovery Initiative distributions. About Bernard L. Madoff Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff orchestrated the largest Ponzi scheme in history, with losses topping US$50 billion. On Dec. 15, 2008, the Honorable Louis A. Stanton of the U.S. District Court for the Southern District of New York granted the application of the Securities Investor Protection Corporation for a decree adjudicating that the customers of BLMIS are in need of the protection afforded by the Securities Investor Protection Act of 1970. The District Court's Protective Order (i) appointed Irving H. Picard, Esq., as trustee for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP as his counsel, and (iii) removed the SIPA Liquidation proceeding to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789) (Lifland, J.). Mr. Picard has retained AlixPartners LLP as claims agent. On April 13, 2009, former BLMIS clients filed an involuntary Chapter 7 bankruptcy petition against Bernard Madoff (Bankr. S.D.N.Y. 09-11893). The petitioning creditors -- Blumenthal & Associates Florida General Partnership, Martin Rappaport Charitable Remainder Unitrust, Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert US$64 million in claims against Mr. Madoff based on the balances contained in the last statements they got from BLMIS. On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff Securities International Limited in London under bankruptcy protection pursuant to Chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. 09-16751). The Chapter 15 case was later transferred to Manhattan. In June 2009, Judge Lifland approved the consolidation of the Madoff SIPA proceedings and the bankruptcy case. Judge Denny Chin of the U.S. District Court for the Southern District of New York on June 29, 2009, sentenced Mr. Madoff to 150 years of life imprisonment for defrauding investors in United States v. Madoff, No. 09-CR-213 (S.D.N.Y.). From recoveries in lawsuits coupled with money advanced by SIPC, Mr. Picard has commenced distributions to victims. As of the end of May 2015, the SIPA Trustee has recovered more than $10.699 billion and has distributed approximately $7.576 billion. When additional settlements awaiting distribution are taken into account, the recovery in the Madoff liquidation proceeding totals $10.734 billion. BERNARD L. MADOFF: Trustee, Thybo Feeder Funds Settle Claims ------------------------------------------------------------ Jacqueline Palank, writing for Dow Jones' Daily Bankruptcy Review, reported that two feeder funds to Bernard Madoff have struck a deal to settle competing lawsuits tied to the collapse of his massive Ponzi scheme. According to the report, the deal, which is subject to bankruptcy-court approval, resolves competing claims between feeder funds Thybo Asset Management Ltd. and Thybo Stable Fund Ltd. and Irving Picard, the trustee overseeing the liquidation of Mr. Madoff's investment firm. About Bernard L. Madoff Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff orchestrated the largest Ponzi scheme in history, with losses topping US$50 billion. On Dec. 15, 2008, the Honorable Louis A. Stanton of the U.S. District Court for the Southern District of New York granted the application of the Securities Investor Protection Corporation for a decree adjudicating that the customers of BLMIS are in need of the protection afforded by the Securities Investor Protection Act of 1970. The District Court's Protective Order (i) appointed Irving H. Picard, Esq., as trustee for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP as his counsel, and (iii) removed the SIPA Liquidation proceeding to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789) (Lifland, J.). Mr. Picard has retained AlixPartners LLP as claims agent. On April 13, 2009, former BLMIS clients filed an involuntary Chapter 7 bankruptcy petition against Bernard Madoff (Bankr. S.D.N.Y. 09-11893). The petitioning creditors -- Blumenthal & Associates Florida General Partnership, Martin Rappaport Charitable Remainder Unitrust, Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert US$64 million in claims against Mr. Madoff based on the balances contained in the last statements they got from BLMIS. On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff Securities International Limited in London under bankruptcy protection pursuant to Chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. 09-16751). The Chapter 15 case was later transferred to Manhattan. In June 2009, Judge Lifland approved the consolidation of the Madoff SIPA proceedings and the bankruptcy case. Judge Denny Chin of the U.S. District Court for the Southern District of New York on June 29, 2009, sentenced Mr. Madoff to 150 years of life imprisonment for defrauding investors in United States v. Madoff, No. 09-CR-213 (S.D.N.Y.). From recoveries in lawsuits coupled with money advanced by SIPC, Mr. Picard has commenced distributions to victims. As of the end of May 2015, the SIPA Trustee has recovered more than $10.699 billion and has distributed approximately $7.576 billion. When additional settlements awaiting distribution are taken into account, the recovery in the Madoff liquidation proceeding totals $10.734 billion. BESRA GOLD: Commences Restructuring Proceedings in Canada --------------------------------------------------------- Besra Gold Inc. on Oct. 21 disclosed that, after consideration of all viable alternatives, its Board of Directors has determined that it is in the best interests of Besra and its stakeholders for Besra to commence restructuring proceedings under the Canadian law equivalent of US Chapter 11. This restructuring process will allow Besra to deal decisively with its cost and debt structure and to narrow its strategic focus in an effective and timely manner. The proceedings will also facilitate a restructuring using a more straightforward process that doesn't presently exist. Besra made this decision with the unanimous approval of its Board of Directors after thorough consultation with its advisors and extensive consideration of all other alternatives. Besra's liquidity position deteriorated as a result of various factors, including, but not limited to, negative cash flow from operations in Vietnam caused by typhoons and government intervention, and a consequent inability to secure all required capital until its unsecured loan-notes were restructured. However the subsidiary operations are recovering with Bong Mieu back in production and Phuoc Son in preparation for re-opening. The previously announced financing is currently on hold pending the outcome of the restructuring. Besra anticipates that once balance sheet relief is provided as an outcome of the restructuring, equity financing can be more easily progressed. Besra CEO, John Seton, said, "While we had reached agreement in principle with a large number of our note-holders, there exists no existing, stream-lined formal mechanism by which the different notes may be dealt with efficiently and effectively in a single arrangement or compromise." He added, "These types of administration systems, which exist in Canada and the US, are effective. You can get things done." Accordingly, on October 19, 2015, Besra filed a Notice of Intention to make a proposal under the Bankruptcy and Insolvency Act (Canada) (BIA). The Notice of Intention has granted Besra BIA protection for an initial period of 30 days, expiring on November 18, 2015. While under protection, creditors and others are stayed from enforcing any rights against Besra, giving Besra the opportunity to pursue restructuring alternatives. Pursuant to the Notice of Intention, MNP Ltd has been appointed as proposal trustee that will monitor the ongoing operations of Besra while under BIA protection (in such capacities, the "Trustee"). All inquiries regarding the BIA proceedings should be directed to the Trustee. About Besra Gold Besra -- http://www.besra.com-- is a diversified gold mining company focused on the exploration, development and mining of mineral properties in South East Asia. The Company has three key properties; the Bau Goldfield in East Malaysia and Bong Mieu and Phuoc Son in Central Vietnam. Besra expects to expand gold capacity in Vietnam over the next two years and is projecting new production capacity from the Bau gold project. BLACK ELK: Seeks to Donate Eugene Island 261-A Jacket to Louisiana ------------------------------------------------------------------ Black Elk Energy Offshore Operations, LLC asks the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, for authorization to enter into a donation agreement with the Louisiana Department of Wildlife and Fisheries. The Debtor relates that the Court has already authorized it to decommission and dispose of the Eugene Island 261-A Jacket ("Eugene Island Platform") by transporting it to a smelting facility. The Debtor requests authority to transfer the platform to the Louisiana Department of Wildlife under the Donation Agreement free and clear of liens so that the platform can be transformed into a reef. The Debtor tells the Court that this process will allow the estate to avoid transport costs and attendant delay fees of $175,000 per day. The Debtor further tells the court that under its "turnkey" agreement with its contractor JAB Energy Solutions II, LLC, the Debtor's contractor is responsible for paying the fees associated with donating the platform and there will be no additional costs to the estate so long as this Court approves the Donation Agreement by Oct. 22, 2015. The Donation Agreement provides that the Debtor will submerge the Eugene Island Platform at a specific location in the Gulf of Mexico so that the platform can be used as an artificial reef and make a cash donation to the Louisiana Artificial Reef Development Fund. JAB will pay the cash donation on the Debtor's behalf. In exchange, the Louisiana Department of Wildlife will accept ownership of the Eugene Island Platform. One of the terms of the Donation Agreement requires the Debtor to warrant that it has title to the Eugene Island Platform "free and clear of all encumbrances of any kind or description" (the "Title Warranty"). The Debtor relates that where it not for the Title Warranty, the Debtor would be authorized to enter into the Donation Agreement pursuant to the Court's Order Granting P&A Motion. The Debtor further relates that it has performed title searches and discovered that three parties have asserted liens or other encumbrances against the Eugene Island Platform. The Debtor asserts that because of the Lienholders' Liens on the Eugene Island Platform, the Debtor is unable to make the Title Warranty and enter into the Donation Agreement. The Debtor further asserts that absent the Court's intervention, the Debtor will be forced to incur significant transport costs or delay costs to satisfy its P&A Work obligations relating to the Eugene Island Platform -- a result that is not in the best interest of the Debtor or any party-in-interest. The Debtor tells the Court that it has determined that it is in the best interest of the estate and all parties-in-interest to donate the Eugene Island Platform to the Louisiana Department of Wildlife because it will save the Debtor a significant amount of money in removing and disposing of the Eugene Island Platform, including JAB's delay fees of $175,000.00 per day. The Debtor's motion is scheduled for hearing on Oct. 22, 2015 at 1:45 p.m. Black Elk is represented by: Pamela Gale Johnson, Esq. BAKER & HOSTETLER, LLP 811 Main Street, Suite 1100 Houston, TX 77002-6111 Telephone: (713)751-1600 Facsimile: (713)751-1717 E-mail: pjohnson@bakerlaw.com - and - Elizabeth A. Green, Esq. Jimmy D. Parrish, Esq. BAKER & HOSTETLER, LLP SunTrust Center, Suite 2300 200 South Orange Avenue Orlando, FL 32801-3432 Telephone: (407)649-4000 Facsimile: (407)841-0168 E-mail: egreen@bakerlaw.com jparrish@bakerlaw.com - and - Jorian L. Rose, Esq. BAKER & HOSTETLER, LLP 45 Rockefeller Plaza New York, NY 10111-0100 Telephone: (212)589-4200 Facsimile: (212)589-4201 Email: jrose@bakerlaw.com About Black Elk Energy Black Elk Energy Offshore Operations, LLC, is a Houston, Texas based privately held limited liability company engaged in the acquisition, exploitation, development and production of oil and natural gas properties primarily in the shallow waters of the Gulf of Mexico near the coast of Louisiana and Texas. Black Elk had total assets of $340 million and total debt of $432 million as of Sept. 30, 2014. Judge Letitia Z. Paul of the U.S. Bankruptcy Court in the Southern District of Texas placed Black Elk under Chapter 11 bankruptcy protection on Sept. 1, 2015, converting an involuntary Chapter 7 bankruptcy petition by its creditors. Thereafter, the Company filed with the Court a voluntary Chapter 11 petition (Bankr. S.D. Tex. Case No. 15-34287) on Sept. 10, 2015. Judge Paul later recused herself from the case and the matter was given to Judge Marvin Isgur, according to information posted on the case docket on Sept. 14. The Debtor is represented by Elizabeth E. Green of Baker & Hostetler. Blackhill Partners' Jeff Jones is the Debtor's Chief Restructuring Officer. BLACK ELK: Seeks to Donate Eugene Island Platform to Louisiana -------------------------------------------------------------- Black Elk Energy Offshore Operations, LLC, sought for and obtained from Judge Marvin Isgur of the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, authorization to enter into a donation agreement with the Louisiana Department of Wildlife Fisheries and Conservation Fund. The Debtor's current operations are limited to four operating platforms and 16 platforms that are in the process of being decomissioned ("P&A Wells"). One of the Debtor's P&A Wells is located on the Eugene Island 240 A 8-Pile Jacket ("Eugene Island Platform"). The Debtor's P&A obligations relating to the Eugene Island Platform include the requirement that the Debtor remove and dispose of the Eugene Island Platform in accordance with applicable regulations. The Debtor relates that to dispose of the platform, it has two options: (a) have JAB Energy Solutions II, LLC, which is conducting the P&A work, remove the platform and transport it back to shore to a smelting facility to be disposed of; or (b) donate the platform to the Louisiana Department of Wildlife as an artificial reef under the terms of the Donation Agreement. The Donation Agreement provides that the Debtor will submerge the Eugene Island Platform at a specific location in the Gulf of Mexico so that the platform can be used as an artificial reef, and make a cash donation to the Louisiana Artificial Reef Development Fund in the amount of $153,200.00. In exchange, the Louisiana Department of Wildlife will accept ownership of the Eugene Island Platform. One of the terms of the Donation Agreement requires the Debtor to warrant that its "title to the Donated Structure is free and clear of all encumbrances of any kind or description" ("Title Warranty"). The Debtor has determined that it is in the best interest of the estate and all parties-in-interest to donate the Eugene Island Platform to the Louisiana Department of Wildlife because it will save the Debtor a significant amount of money in removing and disposing of the Eugene Island Platform. The Debtor contends that it would have been authorized to enter into the Donation Agreement pursuant to the Court's Order Granting P&A Motion, where it not for the Title Warranty. The Debtor relates that certain parties have asserted liens or other encumbrances against the Eugene Island Platform and because of these liens, it is unable to make the Title Warranty and enter into the Donation Agreement. The Debtor tells the Court that without the Court's intervention, the Debtor will be forced to incur significant transport costs or delay costs to satisfy its P&A Work obligations relating to the Eugene Island Platform. Black Elk Energy is represented by: Pamela Gale Johnson, Esq. BAKER & HOSTETLER, LLP 811 Main Street, Suite 1100 Houston, TX 77002-6111 Telephone: (713)751-1600 Facsimile: (713)751-1717 E-mail: pjohnson@bakerlaw.com - and - Elizabeth A. Green, Esq. Jimmy D. Parrish, Esq. BAKER & HOSTETLER, LLP SunTrust Center, Suite 2300 200 South Orange Avenue Orlando, FL 32801-3432 Telephone: (407)649-4000 Facsimile: (407)841-0168 E-mail: egreen@bakerlaw.com jparrish@bakerlaw.com - and - Jorian L. Rose, Esq. BAKER & HOSTETLER, LLP 45 Rockefeller Plaza New York, NY 10111-0100 Telephone: (212)589-4200 Facsimile: (212)589-4201 Email: jrose@bakerlaw.com About Black Elk Energy Offshore Operations, LLC. Black Elk Energy Offshore Operations, LLC, is a Houston, Texas based privately held limited liability company engaged in the acquisition, exploitation, development and production of oil and natural gas properties primarily in the shallow waters of the Gulf of Mexico near the coast of Louisiana and Texas. Black Elk had total assets of $340 million and total debt of $432 million as of Sept. 30, 2014. Judge Letitia Z. Paul of the U.S. Bankruptcy Court in the Southern District of Texas placed Black Elk under Chapter 11 bankruptcy protection on Sept. 1, 2015, converting an involuntary Chapter 7 bankruptcy petition by its creditors. Thereafter, the Company filed with the Court a voluntary Chapter 11 petition (Bankr. S.D. Tex. Case No. 15-34287) on Sept. 10, 2015. Judge Paul later recused herself from the case and the matter was given to Judge Marvin Isgur, according to information posted on the case docket on Sept. 14. The Debtor is represented by Elizabeth E. Green of Baker & Hostetler. Blackhill Partners' Jeff Jones is the Debtor's Chief Restructuring Officer. BOISE GUN: Case Summary & 20 Top Unsecured Creditors ---------------------------------------------------- Debtor: Boise Gun Company, Inc. 4105 Adams Street Garden City, ID 83714 Case No.: 15-01389 Chapter 11 Petition Date: October 23, 2015 Court: United States Bankruptcy Court District of Idaho (Boise) Judge: Hon. Terry L Myers Debtor's Counsel: Matthew Todd Christensen, Esq. ANGSTMAN JOHNSON, PLLC 3649 N. Lakeharbor Lane Boise, ID 83703 Tel: 208-384-8588 Fax: 208-853-0117 Email: mtc@angstman.com Total Assets: $3.85 million Total Liabilities: $4.14 million The petition was signed by Jason Hopper, vice president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/idb15-01389.pdf BULLIONDIRECT INC: Amends List of 20 Largest Unsecured Creditors ---------------------------------------------------------------- BullionDirect, Inc., filed with the U.S. Bankruptcy Court for the Western District of Texas amended list of creditors holding 20 largest unsecured claims to reflect additional creditors, disclosing: Name of Creditor Nature of Claim Amount of Claim ---------------- --------------- --------------- Phillips, Pamela L. Website Claimant $512,147 59 Line Road Malvern, PA 19355 Chamness, Robert O. Website Claimant $363,535 P.O. Box 1244 Davis, CA 95617 Suzuki, Kazuo Website Claimant $344,414 312 S. Willaman Dr., #305 Los Angeles, CA 90048 Dietz, Dale A. Website Claimant $330,029 329 Harrisonville Rd. Mullica Hill, NJ 08062 Pinard, Jean M. Website Claimant $269,002 4504 Springhill Estates Dr. Parker, TX 75002 McCann, Louis S. Jr. Website Claimant $226,509 Gray, Richard L. Website Claimant $205,213 Stephenson, Cecil Website Claimant $203,246 Veytsman, Marina Website Claimant $195,470 Ortwein, Jeffrey Website Claimant $192,237 Burns, Kenneth S. Jr. Website Claimant $174,343 Stephenson, Blake Website Claimant $163,581 Miller, Patrick R. Website Claimant $161,946 Dinsmore, Alton J. Website Claimant $154,487 Nelson, Bryan D. Website Claimant $148,400 Krueger, Donald E. Website Claimant $142,563 Whalley, Lawrence G. Website Claimant $141,538 Hopwood, Edward M. Website Claimant $133,136 Lubitski, Craig J. Website Claimant $129,691 Napoli, Mark A. Website Claimant $125,608 As reported in the Troubled Company Reporter on July 22, 2015, the Debtor disclosed these creditors: American Express Dillon Gage IBM/Digital Analytics International Depository Service Bernal, Natasha Irmen, Travis Plies, Bradley Thomas, Blake Rakuten Marketing LLC Dechert, LLP UPS About BullionDirect BullionDirect, Inc. filed a Chapter 11 bankruptcy petition (Bankr. W.D. Tex. Case No. 15-10940) on July 20, 2015. Dan Bensimon signed the petition as president. The Debtor disclosed total assets of $48,107 and total liabilities of $16,955,330 as of the Chapter 11 filing. Joseph D. Martinec, Esq., at Martinec, Winn & Vickers, P.C., represents the Debtor as counsel. Judge Tony M. Davis presides over the case. The U.S. Trustee for Region 7 appointed three creditors to serve on an official committee of unsecured creditors. CAL DIVE: Bielli & Klauder to Serve as Counsel for Fee Examiner --------------------------------------------------------------- O'Kelly Ernst & Bielli, LLC, notifies the U.S. Bankruptcy Court for the District of Delaware that it withdraws its appearance as counsel to David M. Klauder, the fee examiner in the Chapter 11 cases of Cal Dive International, Inc., et al. In this relation, Bielli & Klauder, LLC, will substitute O'Kelly Ernst as counsel for the fee examiner. Bielli & Klauder can be reached at: Cory P. Stephenson, Esq. BIELLI & KLAUDER, LLC 1204 N. King Street Wilmington, DE 19801 Tel: (302) 803-4600 Fax: (302) 397-2557 E-mail: cstephenson@bk-legal.com About Cal Dive Houston, Texas-based marine contractor Cal Dive International, Inc., provides manned diving, pipelay and pipe burial, platform installation and salvage, and light well intervention services to the offshore oil and natural gas industry on the Gulf of Mexico OCS, Northeastern U.S., Latin America, Southeast Asia, China, Australia, West Africa, the Middle East, and Europe. Cal Dive and its U.S. subsidiaries filed simultaneous voluntary petitions (Bankr. D. Del. Lead Case No. 15-10458) on March 3, 2015. Through the Chapter 11 process, the Company intends to sell non- core assets and intends to reorganize or sell as a going concern its core subsea contracting business. Cal Dive disclosed total assets of $571 million and total debt of $411 million as of Sept. 30, 2015. The Debtors tapped Richards, Layton & Finger, P.A., as counsel, O'Melveny & Myers LLP, as co-counsel; Jones Walker Jones Walker LLP as corporate counsel; and Kurtzman Carson Consultants, LLC, as claims and noticing agent. The Debtors also tapped Carl Marks Advisory Group LLC as crisis managers and appoint F. Duffield Meyercord as chief restructuring officer. The U.S. Trustee for Region 3 amended the committee of unsecured creditors in the case from five-member committee to four members. The Committee retained Akin Gump Strauss Hauer & Feld LLP and Pepper Hamilton LLP as co-counsel; and Guggenheim Securities, LLC as exclusive investment banker. Cal Dive Offshore Contractors, Inc., disclosed total assets of $233,273,806 and $311,339,932 in liabilities as of the Chapter 11 filing. CENTRAL OKLAHOMA: Balks at Homeland Insurance's Examiner Bid ------------------------------------------------------------ Central Oklahoma United Methodist Retirement Facility, Inc., doing business as Epworth Villa, objected to Homeland Insurance Company of New York's motion to appoint an examiner and Holden & Carr's response in support of the examiner motion. According to the Debtor, Homeland's examiner request is moot under the pending Plan of Reorganization and the examiner request imperils the Debtor's ability to successfully reorganize, courts and commentators have recognized that the appointment of an examiner is ill-advised when the appointment will frustrate legitimate reorganization efforts. The Debtor further argued that Homeland's view that the appointment of an examiner is mandated by Code Section 1104(c)(2) failed to acknowledge the overarching discretion of the Court to decline the investigation requested in light of the present circumstances of the case. BancFirst, in its capacity as Indenture Trustee, for benefit of the holders of the Bonds, asserted that all of Homeland's arguments about the rights of creditors are directed at the sole purpose of thwarting Epworth Villa's ability to exit bankruptcy by defeating the proposed compromise and related plan in order to avoid being sued by the Litigation Trustee. William Hicks, Individually and as Guardian Ad Litem for Virginia Hicks, Kirk Olson, Olson Law Firm, P.L.L.C., Joe White, and White & Weddle, PC, also objected to the examiner motion, complaining that Homeland's motion is an attempt by a tortfeasor/defendant to interfere with adverse litigation before it can even begin. Homeland simply has no standing to invoke rights on behalf of unsecured creditors, and Debtor's Second Modified Plan of Reorganization moots Homeland's call for an examiner. As reported by The Troubled Company Reporter on Oct. 6, 2015, Homeland asked the Court to appoint an examiner or, in the alternative, a special expert, to investigate and report on the value of the judgment entered in a case styled William Hicks, individually, and as Guardian Ad Litem for Virginia Hicks, an Incapacitated Individual, Plaintiffs v. Central Oklahoma United Methodist Retirement Facility, Inc., d/b/a Epworth Villa, Defendant in the District Court of Oklahoma County, State of Oklahoma, Case No. CJ-2011-8387. Homeland asserted that the Hick's Judgment is by far the largest creditor in the estate and a practical evaluation regarding the actual value of that judgment will assist the Bankruptcy Court in determining whether the Plan(s) supported by the Debtor and William Hicks, individually, and as Guardian Ad Litem for Virginia Hicks, an Incapacitated Person are proposed in good faith pursuant to Section 1129 (a) of the Bankruptcy Code. Homeland further asserted that under Section 1104(c), the appointment of an examiner is both mandatory and in the interests of the Debtor's creditors and all other parties-in-interest. Holden & Carr, a party-in-interest, declared support for the appointment of an independent examiner or expert witness. Holden & Carr explains that the investigation undertaken by an independent party should include an evaluation of the Hicks claim on appeal, including an assessment of its value in consideration of the risks on appeal, and a review of the conduct of officers, directors, and employees whose conduct is cited by the District Court as giving rise to such sanctions, and an identification of such parties to determine appropriate governing and operating personnel under the Debtor's proposed plan of reorganization, of which the joint settlement is to be a part. It is a virtual certainty that such independent party would not conclude, as the Debtor's officers and directors have, that the Hicks claim on appeal is entitled to full value, and that the officers and directors should be insulated by third-party releases, and that parties should be subject to manufacturer claims as contemplated by the proposed joint settlement, Holden & Carr adds. Mr. Hicks is represented by: Armando J. Rosell, Esq. MULINIX EDWARDS ROSELL & GOERKE, PLLC 210 Park Avenue, Suite 3030 Oklahoma City, OK 73102 Tel: (405) 232-3800 Fax: (405) 232-8999 E-mail: rosell@lawokc.com -- and -- Jeffrey E. Tate, Esq. Christensen Law Group, P.L.L.C. The Parkway Building 3401 N.W. 63rd Street, Suite 600 Oklahoma City, OK 73116 Tel: (405) 232-2020 Fax: (405) 236-1012 E-mail: jeffrey@christensenlawgroup.com Bancfirst is represented by: Judy Hamilton Morse, Esq. John M. Thompson, Esq. CROWE & DUNLEVY A Professional Corporation Braniff Building 324 N. Robinson Ave. Suite 100 Oklahoma City, OK 73102-8273 Tel: (405) 235-7700 Fax: (405) 272-5242 About Central Oklahoma United Methodist Formed in 1986 and affiliated with the Oklahoma Conference of the United Methodist Church, Central Oklahoma United Methodist Retirement Facility, Inc., is a not-for-profit corporation that owns Epworth Villa, a continuing care retirement community for persons age 62 and older, located at 14901 N. Pennsylvania Avenue, Oklahoma City, Oklahoma. Presently, Epworth Villa includes 264 independent living units (cottages and apartment homes), 118 assisted living units with maximum capacity of 130 beds, and 87 nursing care beds. The corporation's sole member is Epworth Living, Inc. Epworth Villa is currently undergoing a renovation and expansion project that is projected to be completed in early summer of 2015. The construction, renovation and expansion of its facilities are financed through revenue bonds under the bond indenture from the Oklahoma County Finance Authority to BancFirst, as indenture trustee. Those obligations, in the aggregate principal Petition Date amount of $87,835,000, are secured by a mortgage and security interest in the Facility and other assets of Epworth Villa's estate. Epworth Villa sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Okla. Case No. 14-12995) on July 18, 2014. The Chapter 11 case has been reassigned to Judge Tom R. Cornish, according to an April 15, 2015 order. The Debtor tapped Gable & Gotwals, P.C., in Oklahoma City, Oklahoma, as general bankruptcy counsel. In amended schedules, the Debtor disclosed total assets of $117,659,919 and total liabilities of $108,037,034 as of the Chapter 11 filing. On Aug. 13, 2014, the Office of the United States Trustee appointed E. Marissa Lane as the Patient Care Ombudsman in this case. CLINICA REAL: SFIC's Bid to Appoint Ch. 11 Trustee Denied --------------------------------------------------------- The U.S. Bankruptcy Court for the District of Arizona denied State Farm Mutual Automobile Insurance Company and State Farm Fire & Casualty' motion to appoint a Chapter 11 trustee, or convert the Chapter 11 cases of Clinica Real, LLC, and Keith Michael Stone, to those under Chapter 7 of the Bankruptcy Code. SFIC, creditors and parties-in-interest, filed a reply in support of their motion, stating that the Debtors' waste of estate resources continues unabated. After the Court directed the Debtors to refrain from spending any further estate resources on the Arizona appellate case, the Debtors prepared and filed a brief in the Arizona Court of Appeals in protection of non-debtor Patricia Rascon, against whom SFIC had requested an attorneys' fees award. Keith Michael Stone, a member and manager of Clinica Real, in a declaration, stated that there is no cause for the appointment of trustee because there has been no fraud, dishonesty, incompetence, or gross mismanagement of the affairs. In a minute entry dated June 26, the Court ordered denying the motion to appoint a trustee without prejudice. The Court addresses the Debtor's accounting procedures of cash flow disbursements. In opposition to the motion, the Debtors requested that the Court deny SFIC's motion because State Farm has not proven any cause for appointment of a trustee or conversion of the estates and neither would be in the best interests of the estate, and instead allow the completion of the estimation process and plan prosecution based on the same that will distribute at least $575,000 to creditors making for either a 100% payment plan or a substantial pro rata distribution to creditors depending on the estimation result. SFIC, in their motion noted that, among other things: a. the cases were filed to hinder resolution of a two-party dispute between SFIC and the Debtors (and Rascon), and the estates have been mismanaged; b. Dr. Stone's casino habit establishes cause for appointment of a Chapter 11 trustee or conversion; c. transfer of Artemis LLC interest to Clinica Real before Petition Date; and d. undisclosed personal property interests and transfers to Keith Michael Stone Revocable Trust On June 12, Dr. Stone submitted a declaration in support of statement of position in opposition to appointment of Chapter 11 trustee. The Debtors requested that the Court not enter an order appointing a Chapter 11 trustee because such an appointment would not be in the best interest of the creditors of the estate as it would likely result in the 8 liquidated creditors of the estate holding approximately $411,954 in claims to receive at best a massively diluted de minimus pro rata distribution. In a separate filing, Allstate Insurance Company, a creditor of the Debtors opposed the appointment of a chapter 11 trustee at this time. About Clinica Real Clinica Real, LLC, dba Clinica Real Rehabilitation & Chiropractic, filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 12-20451) in Phoenix, Arizona, on Sept. 13, 2012. Clinica Real, doing business as Clinica Real Rehabilitation & Chiropractic, disclosed $10.5 million in assets and $29.8 million in liabilities. Clinica Real has no real property. Its largest asset is an unliquidated claim against State Farm Mutual Automobile Insurance Co. and State Farm Fire & Casualty Co., which the Debtor valued at $9.75 million. Most of the claims against the Debtor are unsecured. State Farm has an unsecured claim of $29 million, which the Debtor says is disputed. Judge Sarah Sharer Curley presides over the case. Mark J. Giunta, Esq., serves as the Debtor's counsel. The petition was signed by Keith M. Stone, member. The U.S. Trustee has not appointed an official committee. Keith Michael Stone filed a separate Chapter 11 petition (Bankr. D. Ariz. Case No. 12-20452) on Sept. 13, 2012. Mr. Stone is represented by Cindy L. Greene, Esq., at Carmichael & Powell, P.C., in Phoenix, Arizona. The cases are jointly administered under Case No. 12-20451. COUNTRY STONE: First Midwest Seeks Plan Clarification ----------------------------------------------------- First Midwest Bank says any order confirming the Chapter 11 plan proposed by Old CSH, Inc., formerly Country Stone Holdings, Inc., should make clear that the bank will retain Security Interests in Liquidating Trust Assets following the Effective Date, subject to the First Midwest Actions. On Feb. 17, 2015, First Midwest filed a proof of claim asserting a secured right to payment in the amount of $38,177,950 (Claims Dkt. No. 66). Since that time, First Midwest has received a substantial pay down resulting from the Debtors' asset sales and the collection of accounts receivable. On May 19, 2015, the Unsecured Creditors' Committee filed an adversary complaint (Adv. Pro. 15-08033) challenging, among other things, the validity of First Midwest's pre-petition Security Interests on certain, but not all of, the Debtors' assets, including, without limitation, the Honkamp Claim. No judgment has been entered for or against First Midwest in the Adversary Proceeding. The Plan treats First Midwest claims in two alternate ways. First, in the event First Midwest is determined to be a secured creditor holding Security Interests on Liquidating Trust Assets including, without limitation, the Honkamp Claim, then First Midwest's claim receives the treatment set forth for Class 3 creditors (Other Secured Claims). The Plan provides that Allowed Class 3 Claims are secured creditors with valid security interests on the Debtors' property. In the event First Midwest is determined to be an unsecured creditor, the Plan provides that First Midwest's claim shall be treated as Class 4 unsecured creditor. Section 3.5 of the Plan deals with the Honkamp Claim and describes how the Liquidating Trustee is to handle that Claim if First Midwest is determined by a Final Order (in the Adversary Proceeding or otherwise) to have a properly perfected, unavoidable security interest on the Honkamp Claim. Based on those Plan provisions, First Midwest's Security Interest in the Honkamp Claim will not be affected by the Plan. Richard M. Bendix, Esq., at Dykema Gossett PLLC, notes that Section 3.3.2 of the Plan provides, in part, that the "Liquidating Trust Assets will be transferred to, vest in, and be preserved for the Liquidating Trusts on the Effective Date free and clear of all liens, claims, and other encumbrances." He points out that, read in isolation, the foregoing language could be interpreted to mean that First Midwest will lose its Security Interests in Liquidating Trust Assets on the Effective Date. That interpretation, he says, would be inconsistent with: (a) the Plan provisions that contemplate First Midwest retaining its Security Interests in the Liquidating Trust Assets after the Effective Date, and (b) the intention of the Plan proponents that First Midwest retain those Security Interests after the Effective Date, subject to the First Midwest Actions. "Permitting the Debtor and the Committee to achieve indirectly through confirmation of the Plan a result that the Committee can obtain directly only through a judgment in its favor in the Adversary Proceeding would clearly be inequitable and unfair to First Midwest and is not the intent of the Plan. Indeed the Plan provides that the validity, priority, and extent of the First Midwest Security Interests shall be determined pursuant to a Final Order separate and distinct from any order confirming the Plan, either in the connection with the First Midwest Actions or otherwise," Mr. Bendix tells the Court. First Midwest Bank's counsel: Richard M. Bendix DYKEMA GOSSETT PLLC 10 S. Wacker Dr., Ste. 2300 Chicago, IL 60606 Tel: (312) 876-1700 E-mail: RBendix@Dykema.com The Liquidating Plan The Debtors in June 2015 sold most of their assets for a combined purchase price of $29 million plus the value of inventory determined at $4 million. An auction was held in December 2014 at which Hyponex and Techno-Bloc made the highest bids beating the stalking horse, Quikrete Holdings Inc., which offered an initial price of $20 million for almost all the assets. Hyponex agreed to acquire the mulch, soil, and grass seed business for $10 million plus the value of inventory and a prorated portion of the breakup fee being paid to Quikrete, while for $19 million plus the value of inventory and part of the breakup fee, Techo-Bloc got the concrete block and paver stone business. Under the Plan: -- Holders of allowed non-priority tax claims (Class 1) estimated at $0 will be paid in full. The class is unimpaired. Estimated recovery: 100% -- First Midwest's secured claim (Class 2), estimated at $10 million, to the extent determined as an allowed secured claim, will have the same treatment as other secured claims in Class 3. To the extent determined as an unsecured claim, then such allowed First Midwest general unsecured claim will receive the treatment set forth for Class 4 general unsecured claims. The class is impaired. Estimated recovery: 0% to 100% -- Holders of other secured claims (Class 3) will receive, at the option of the liquidating trustee: (x) the net proceeds of the sale of the property secured the claim, or (y) the return of property securing the allowed secured claim, or (z) cash equal to the value of the property. The class is unimpaired. Estimated recovery: 100%. -- Holders of allowed general unsecured claims (Class 4) estimated at $36,000,000 will receive a pro rata share of net proceeds after the payment of allowed secured claims. Estimated recovery: 0% to 16%. -- Holders of equity interests (Class 5) will retain no ownership interests in the Debtors. Estimated recovery: 0%. A copy of the Liquidating Trust Agreement is available for free at: http://bankrupt.com/misc/Country_S_Plan_LTA.pdf A copy of the Liquidation Analysis as of Aug. 18, 2015, is available for free at: http://bankrupt.com/misc/Country_S_Plan_Liq_An.pdf A red-lined copy of the Disclosure Statement, as amended Aug. 31, 204, is available for free at: http://bankrupt.com/misc/Country_S_Red_DS.pdf About Country Stone Country Stone Holdings, Inc., and its affiliates are in the business of manufacturing, processing, and packaging lawn and garden products such as mulch, soil, fertilizer, plant food, organics, concrete and decorative stone. The corporate headquarters are located in Rock Island, Illinois and Milan, Illinois. Country Stone operates 17 plants throughout the United States, including in Illinois, Iowa, Indiana, Minnesota, Wisconsin, Missouri, and California. Country Stone Holdings and its affiliates sought bankruptcy protection (Bankr. C.D. Ill., Lead Case No. 14-81854) in Peoria, Illinois, on Oct. 23, 2014, with a deal to sell to Quikrete Holdings, Inc., for $23 million in cash plus the assumption of liabilities, subject to higher and better offers. The bankruptcy cases are assigned to Judge Thomas L. Perkins. Country Stone disclosed $45 million in liabilities. The Debtors have tapped Katten Muchin Rosenman LLP as counsel; Silverman Consulting to provide the services of Steven Nerger as CRO and Michael Compton as cash and restructuring manager; and Epiq Bankruptcy Solutions, LLC as claims, noticing and balloting agent. The Court authorized the corporate name change from Country Stone Holdings, Inc., to Old CSH, Inc. Nancy J. Gargula, U.S. Trustee for the Central District of Illinois, has appointed five creditors to serve in the official unsecured creditors committee in the Debtors' cases. COYNE INTERNATIONAL: Workers Face Pension Plan Cuts --------------------------------------------------- Katy Stech, writing for Dow Jones' Daily Bankruptcy Review, reported that Coyne International Enterprises Corp., one of the country's largest private commercial laundry companies, has proposed to cut union agreements for 225 workers, saying they promise generous pension payments that potential buyers wouldn't be willing to continue providing. According to the report, in a request filed Oct. 23, Coyne International lawyers asked Judge Margaret Cangilos-Ruiz for permission to use bankruptcy's contract-cutting power to end 16 collective bargaining agreements that govern the salary and benefits paid to roughly a third of its workforce. About Coyne International Coyne International Enterprises Corp. filed a Chapter 11 bankruptcy petition (Bankr. N.D.N.Y. Case No. 15-31160) on July 31, 2015. The petition was signed by Mark Samson as CEO. Herrick Feinstein LLP serves as the Debtor's general counsel. Phillips Lytle LLP acts as the Debtor's local bankruptcy counsel. Cohnreznick LLP is the Debtor's financial advisor. SSG Capital Advisors LLC is the Debtor's investment banker. Rust Omni serves the Debtor as claims and administrative agent. Raab, Sturm & Ganchrow, LLP acts as labor counsel to the Debtor. Harbridge Consulting Group, LLC serves as the Debtor's pension consultant. Beveridge & Diamond PC is the Debtor's environmental counsel. GZA Geoenvironmental, Inc. serves as the Debtor's environmental consultant. CRS ELECTRONICS: Placed Under Receivership Following Loan Default ----------------------------------------------------------------- CRS Electronics Inc. on Oct. 22 disclosed that it was placed on receivership on October 13, 2015 as a consequence of its previously announced default on its loan agreement with Divinci Private Debt Fund. The company's securities have been suspended and have been transferred to the NEX Board. The four member CRS Electronics board of directors remain active in their duties and are assisting the Receiver. The acting Receiver is Link & Associates Inc. Mr. Robert Link can be reached at (416)-862-7785 extension 2, rlink@linkassociates.ca About CRS CRS Electronics Inc. is a developer and manufacturer of LED lighting products. The principal activities of CRS Electronics include the development, manufacture and sale, primarily in North America, of indoor lighting products such as LED replacement lamps, exterior LED warning lights for school buses, child safety systems for school buses, LED architectural lighting fixtures, and contract manufacturing of LED circuit boards. DOMARK INTERNATIONAL: Hires Michael Studer CPA as New Accountants ----------------------------------------------------------------- Domark International, Inc., disclosed with the Securities and Exchange Commission that it was notified of the resignation of its independent accountant ZBS Group LLP on Sept. 17, 2015. Other than an explanatory paragraph included in ZBS's audit for Company year ended May 31, 2015, relating to its uncertainty of the Company's ability to continue as a going concern, the audit report of ZBS on the financial statements for the year did not contain an adverse opinion or disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope or accounting principles. The Company said that during the period from Feb. 28, 2015, until May 31, 2015, there were no disagreements between the Company and ZBS on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure. On Sept. 25, 2015, Domark appointed Michael T Studer, CPA, PC as its independent accountants. The appointment was ratified by the Company's Board of Directors. About Domark International Based in Lake Mary, Florida, DoMark International, Inc., was incorporated under the laws of the State of Nevada on March 30, 2006. The Company was formed to engage in the acquisition and refinishing of aged furniture using exotic materials and then reselling it through interior decorators, high-end consignment shops and online sales. The Company abandoned its original business of exotic furniture sales in May of 2008 and pursued the acquisition of entities to best bring value to the company and its shareholders. Domark reported a net loss of $3 million on $0 of sales for the year ended May 31, 2015, compared to a net loss of $3.6 million on $0 of sales for the year ended May 31, 2014. As of Aug. 31, 2015, the Company had $1.26 million in total assets, $4.41 million in total liabilities and a $3.15 million total stockholders' deficit. DOMARK INTERNATIONAL: Incurs $1.4-Mil. Net Loss in Aug. 31 Qtr. --------------------------------------------------------------- Domark International, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $1.39 million on $0 of sales for the three months ended Aug. 31, 2015, compared to a net loss of $659,000 on $0 of sales for the same period in 2014. As of Aug. 31, 2015, the Company had $1.26 million in total assets, $4.41 million in total liabilities and a $3.15 million total stockholders' deficit. The Company said it has inadequate working capital to maintain or develop its operations, and is dependent upon funds from private investors, promissory notes from lenders, and the support of certain stockholders. These factors, according to the Company, raise substantial doubt about its ability to continue as a going concern. Liquidity and Capital Resources "Our operating requirements have been funded primarily through financing facilities, sales of our common stock, and loans from shareholders and 3rd party financiers. Currently, the Company's cash flows do not adequately support the operating expenses of the Company. We received $0 in the nine months ended February 28, 2015 from the sale of our common stock. The Company will continue to require financing from loans and notes payable until such time as our business has generated income sufficient to carry our operating costs. Cash used by operating activities for the three month period ended August 31, 2015 was $123,078 compared to $226,178 for the same period in 2014. Stock-based compensation for the three month period ended August 31, 2015 was $1,326,000 as compared to $55,623 for the three month period ended August 31, 2014. Cash used in investing activities was $0 for the three month period ended August 31, 2015 compared to $0 for the three month period ended August 31, 2014. Cash provided by financing activities was $128,171 for the three month period ended August 31, 2015 versus $237,333 for the three month period ended August 31, 2014. Financing activities consisted of cash received from related parties, promissory convertible notes payable, and notes payable," the Company states in the Quarterly Report. A full-text copy of the Form 10-Q is available for free at: http://is.gd/w5WMVe About Domark International Based in Lake Mary, Florida, DoMark International, Inc., was incorporated under the laws of the State of Nevada on March 30, 2006. The Company was formed to engage in the acquisition and refinishing of aged furniture using exotic materials and then reselling it through interior decorators, high-end consignment shops and online sales. The Company abandoned its original business of exotic furniture sales in May of 2008 and pursued the acquisition of entities to best bring value to the company and its shareholders. For the nine months ended Feb. 28, 2015, the Company reported a net loss of $1.86 million on $0 of sales compared to a net loss of $2.34 million on $0 of sales for the same period a year ago. DOMUM LOCIS: Seeks Approval of Kilroy Debt for U.S. Trustee Fees ---------------------------------------------------------------- MLIC Asset Holdings, LLC, and MLIC CB Holdings, LLC, ("MLIC") ask the U.S. Bankruptcy Court for the Northern District of Georgia, Newnan Division, for relief from the automatic stay or to convert the case to Chapter 7. Metropolitan Life Insurance Company is the holder of a First Mortgage Note and Loan Agreement executed by the Debtor and Stanley E. Thomas on the original principal amount of $30,000,000. To secure the indebtedness owed to MetLife pursuant to the Note, the Debtor executed a First Mortgage and Security Agreement granting to MetLife a security interest in, among other things, certain real property located in Sublette County, Wyoming. The Debtor failed to remit payments to MetLife and the Note was declared in default and accelerated by MetLife on Jan. 23, 2013. The Note, the Loan Agreement, the First Mortgage and Security Agreement and all related loan documents were assigned by MetLife to MLIC. MLIC relates that it filed suit against the Debtor, Thomas and John D. Phillips in the District Court for the Ninth Judicial District, County of Sublette, State of Wyoming and the District Court entered an Order Granting Summary Judgment and Decree of Foreclosure in favor of MLIC and against the Debtor, Mr. Thomas and Mr. Phillips ("Pre-Petition Wyoming Judgment"). MLIC further relates that the Pre-Petition Wyoming Judgment was never appealed and is a final, enforceable judgment in all respects. MLIC notes that the total amount due under the Pre-Petition Wyoming Judgment as of Petition Date was $27,925,104 ("Indebtedness"). MLIC further notes that the Indebtedness continues to accrue interest in the amount of $9,144 per day, and that since the Petition Date, through Sept. 8, 2015, an additional $2,094,015 of interest has accrued increasing the Indebtedness, exclusive of fees, interests and other costs that MLIC may be entitled to pursuant to 11 U.S.C. Sec. 506(b), to $30,019,119. MLIC contends that as of the Petition Date, the Indebtedness had not been satisfied and remained outstanding. MLIC tells the Court that sufficient cause exists to grant stay relief and permit MLIC to enforce the Pre-Petition Wyoming Judgment and foreclose on the Property, as the Debtor filed its Chapter 11 case in bad faith and MLIC's collateral interest in the Property is not adequately protected. MLIC further tells the Court that the Indebtedness as of Sept. 8, 2015 is $30,019,119 and the current appraised value of the Property is $25,600,000. MLIC adds that it requests the conversion of the case to Chapter 7 if the Court determines that relief from the automatic stay is not appropriate and the Debtor cannot provide adequate protection to MLIC. MLIC Asset Holdings and MLIC CB Holdings are represented by: Gary A. Barnes, Esq. Ron C. Bingham, II, Esq. Madeleine G. Kvalheim, Esq. BAKER, DONELSON, BEARMAN, CALDWELL & BERKOWITZ, P.C. Monarch Plaza, Suite 1600 3414 Peachtree Road, N.E. Atlanta, Georgia 30326 Telephone: (404)577-6000 Facsimile: (404)221-6501 E-mail: gbarnes@bakerdonelson.com rbingham@bakerdonelson.com mkvalheim@bakerdonelson.com About Fourth Quarter Properties 86 Fourth Quarter Properties 86, LLC, sought Chapter 11 protection (Bankr. N.D. Ga. Case No. 15-10135) in Newnan, Georgia, on Jan. 22, 2015. According to the docket, the Debtor's Chapter 11 plan and disclosure statement are due May 22, 2015. Little Suwanee Holdings, LLC, owns 95 percent of the membership interests in the Debtor while J. Bruce Williams, Jr., holds the remaining 5 percent. The Debtor is represented by Ward Stone, Jr., Esq., at Stone & Baxter LLP, in Macon, Georgia. The Debtor disclosed $49,124,608 in assets and $75,377,946 in liabilities in its schedules. DRD TECHNOLOGIES: Has Until Oct. 31 to File Plan ------------------------------------------------ The Hon. Clifton R. Jessup, Jr., of the U.S. Bankruptcy Court for the Northern District of Alabama granted DRD Technologies, Inc., a 45-day extension of its exclusive period to file a plan of reorganization and explanatory disclosure statement. Absent extension, the Debtor's filing deadline will expire on Sept. 16, 2015. According to the Debtor, it is in the process of marketing its intellectual property to obtain a staking horse purchaser to facilitate a sale through its plan of reorganization. About DRD Technologies Huntsville, Alabama-based logistics provider DRD Technologies, Inc., sought Chapter 11 protection (Bankr. N.D. Ala. Case No. 15-81366) on May 19, 2015, to halt efforts by creditor ServisFirst Bank to appoint a receiver. The Debtor tapped Stuart M. Maples, Esq., at Maples Law Firm, PC, as counsel. According to the docket, the Chapter 11 plan and disclosure statement are due by Sept. 16, 2015. The Debtor disclosed $205,849,965 in assets and $4,289,268 in liabilities as of the Chapter 11 filing. DUTCH LLC: S&P Affirms 'B' CCR Then Withdraws Rating ---------------------------------------------------- Standard & Poor's Ratings Services said it affirmed its 'B' corporate credit rating on Vernon, California-based apparel company Dutch LLC. S&P subsequently withdrew the corporate credit rating at the company's request. "Our rating on the company at time of withdrawal reflected its participation in a highly competitive and fragmented apparel market, its small scale, and its narrow focus on high-end contemporary women's apparel," said Standard & Poor's credit analyst Mariola Borysiak. "The rating also reflected our expectation for modest profit growth as the company remains focused on increasing its e-commerce business and brand awareness, and incorporated our view of the company's moderately leveraged balance sheet, reflecting the company's private ownership and our expectation for modest improvement of credit measures," she added. As of June 2015 quarter-end, the debt-to-EBITDA ratio was at 3.2x. Liquidity was "adequate" at time of the rating withdrawal. ENDEAVOUR INT'L: $398 Million Credit Bid Approved ------------------------------------------------- Endeavour International Corp., et al., won approval to sell a $500 million intercompany note and the equity of its non-debtor subsidiary in exchange for the cancellation of $398 million debt owed to first lien noteholders. EIC in 2012 closed on the private placement of certain notes due March 2018 -- First Priority Notes -- issued by Wells Fargo Bank, N.A., as trustee and collateral agent on behalf of certain noteholders. The First Priority Notes are secured by (i) a pledge of 65% of the stock of EIHBV and (ii) all indebtedness owed to Endeavour Operating Corporation ("EOC") by any foreign subsidiary, including an intercompany note owed by non-debtor affiliate Endeavour Energy UK Limited ("EEUK") to debtor EOC, which, as of the Petition Date, allegedly had approximately $500 million in principal outstanding. The Debtors sought Chapter 11 protection with a restructuring plan backed by creditors but later determined that the their proposed chapter 11 plan was no longer feasible given the significant decline in oil and gas prices and the corresponding negative impact of such decline on their projected cash flows and business plan. As the best alternative under the circumstances of these estates, the Debtors negotiated a transaction with the two creditor groups most incentivized to fund their exit from chapter 11 -- the Credit Bid Noteholders and Ad Hoc Group of EEUK Term Loan Lenders. The Debtors sought authority to enter into a credit bid transaction with these groups that will fund payment of certain of their administrative expenses, provide an orderly wind-down of their affairs, provide for the ongoing operation of the North Sea operations, and lead to the dismissal of the Chapter 11 cases and the dissolution of the Debtors. The First Priority Notes Collateral Agent has agreed to credit bid any amount of the noteholders' claims to purchase the Intercompany Note and 100% of the issued and outstanding capital stock of Endeavour International Holding B.V. In seeking approval of the transaction, the Debtors pointed out that the economic value of those Assets does not exceed the value of the Priority Noteholders' secured claim of $554 million. In its order approving the transaction, the Court held that no other entity or group has offered to purchase the Assets for greater overall value to the Debtors' estates than the purchaser. According to the Court order, upon closing, $398,000,002 of the Debtors' first lien indebtedness will be cancelled on a pro rata basis with respect to all first priority noteholders. The balance of the unpaid principal and accrued interest on all of the first lien indebtedness will remain outstanding. The Debtors sought and obtained approval to enter into the Asset Purchase Agreement -- Credit Bid APA -- dated as of August 3, 2015, by and among Wells Fargo Bank, National Association, as Trustee and Collateral Agent on behalf of the First Priority Noteholders, Endeavour Operating Corporation ("EOC"), as Seller, Endeavour International Corporation ("EIC"), and certain of the holders of the Notes due March 2018 (the "First Priority Notes," all of such holders being referred to as the "First Priority Noteholders"), specifically, Apollo Capital Management, L.P., Aristeia Capital LLC, and Avenue Investments, L.P. A copy of the Sale Order is available for free at: http://bankrupt.com/misc/End_Int_985_CB_Sale_Order.pdf Judge Carey also granted the Debtors' request to modify the Court's Adequate Protection Order to provide that any proceeds from the sale payable to the First Priority Notes Collateral Agent will be directed into the wind down account. The proceeds from the Sale will be applied to the Wind Down Expenses in accordance with the provisions of the Credit Bid APA. A copy of the order is available for free at: http://bankrupt.com/misc/End_Int_986_Adeq_Prot.pdf The Official Committee of Unsecured Creditors withdrew its objection to the sale transaction after reaching a $3.2 million settlement. Wilmington Trust also withdrew its objection. About Endeavour International Houston, Texas-based Endeavour International Corporation (OTC: ENDRQ) (LSE: ENDV) is an oil and gas exploration and production company focused on the acquisition, exploration and development of energy reserves in the North Sea and the United States. On Oct. 10, 2014, Endeavour International and five affiliates filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 14-12308, Endeavour Operating Corp.). The Hon. Kevin J. Carey presides over the cases. As of June 30, 2014, the Company had $1.55 billion in total assets, $1.55 billion in total liabilities, $43.7 million in Series C convertible preferred stock, and a $41.5 million stockholders' deficit. Endeavour Operating Corporation, in its schedules, disclosed $808,358,297 in assets and $1,242,480,297 in liabilities as of the Chapter 11 filing. The Debtors have tapped Weil, Gotshal & Manges LLP as counsel; Richards, Layton & Finger, P.A., as co-counsel; The Blackstone Group L.P., as financial advisor; AlixPartners, LLP, as restructuring advisor; and Kurtzman Carson Consultants LLC, as claims and noticing agent. The U.S. Trustee for Region 3 has appointed three members to the Official Committee of Unsecured Creditors in the Chapter 11 cases of Endeavour Operating Corporation and its debtor affiliates. The Committee is represented by David M. Bennett, Esq., Cassandra Sepanik Shoemaker, Esq., and Demetra L. Liggins, Esq., at Thompson & Knight LLP, and Neil B. Glassman, Esq., Scott D. Cousins, Esq., and Evan T. Miller, Esq., at Bayard, P.A. Alvarez & Marsal North America, LLC, serves as financial advisors to the Committee, while UpShot Services LLC serves as website administrator. * * * The Debtors filed a reorganization plan that was supported by holders of secured notes and convertible bonds. The plan would have given a 15% recovery for general unsecured creditors. In April 2015, the Debtor announced that, as a result of recent declines in oil and gas prices, the Company withdrew the proposed Plan. ENDEAVOUR INT'L: Dismissal Okayed After $3.2M UCC Settlement ------------------------------------------------------------ Endeavour International, et al., won entry of an order dismissing their Chapter 11 cases on the terms agreed with the unsecured creditors' committee. Judge Kevin J. Carey on Oct. 16, 2015, approved the dismissal of the Chapter 11 cases, and the letter agreement among the Debtors and the Committee, as of Oct. 16, 2015. Pursuant to the terms of the Letter Agreement, EOC is authorized to make pro rata distributions totaling $3.2 million in cash (the "Settlement Payment") in full and final satisfaction of certain allowed unsecured claims, including: (i) to Kurtzman Carson Consultants LLC, in the aggregate amount of $53,659 for distribution to holders of liquidated, undisputed, non-contingent general unsecured claims against EOC, other than debt claims; (ii) to holders of guarantee claims against the Debtors on account of the $135 million in aggregate principal amount of 5.5 percent convertible notes due 2016 (the "5.5% Convertible Notes") in the aggregate amount of $1,362,509; (iii) to holders of guarantee claims against the Debtors on account of the $17.5 million in aggregate amount of 6.5 percent convertible notes due 2017 (the "6.5% Convertible Notes") in the aggregate amount of $178,450, and (iv) to Wilmington Trust, National Association, in its capacity as indenture trustee, for distribution to holders of the $150 million in the aggregate principal amount of 12% notes due June 2018 (the June 2018 Notes") in accordance with and as provided under the terms and provisions of the June 2018 Notes indenture on account of such June 2018 Noteholders' allowed unsecured deficiency claims against the Debtors in the aggregate amount of $1,606,382; provided, however, that the Settlement Payment will not be used to satisfy: (a) unsecured deficiency claims asserted by holders of the $404.0 million in aggregate principal amount of 12% notes due March 2018 against the Debtors; and (b) any administrative expense claims asserted against any of the Debtors' or (c) the claim against the Debtors on account of the $83.9 million in aggregate principal amount of unsecured 7.5% convertible bonds issued by Endeavour Energy Luxembourg S.a.rl. due Jan. 24, 2016. The Creditors Committee had previously preferred a Chapter 7 liquidation rather than a structured dismissal of the Chapter 11 cases, as the Debtors' proposed resolution of the Chapter 11 cases does not provide a return to unsecured creditors. The Debtors insisted that dismissal, not conversion, is in the best interests of their creditors and estates. Absent the consummation of the Credit Bid Transaction, the Debtors will have insufficient funds to pay their administrative expenses. Under the Debtors' original proposal, the Debtors' approximately $400 million in unsecured creditors would receive nothing. After reaching the $3.2 million settlement with the Debtors, the Unsecured Creditors Committee withdrew its: -- motion for derivative standing to pursue claims against the Debtor's estate, -- objection to claims of the EEUK Secured Parties, -- motion to convert the Chapter 11 cases to Chapter 7 liquidation, and -- objection to the Credit Bid Asset Purchase Agreement. In the Oct. 16 ruling, Judge Carey denied and overruled any formal and informal objections that have not been withdrawn and resolved. Attorneys for the Debtors: Mark D. Collins, Esq. Zachary I. Shapiro, Esq. Rachel L. Biblo, Esq. RICHARDS, LAYTON & FINGER, P.A. One Rodney Square 920 North King Street Wilmington, DE 19801 Telephone: (302) 651-7700 Facsimile: (302) 651-7701 E-mail: collins@rlf.com shapiro@rlf.com biblo@rlf.com - and - Gary T. Holtzer, Esq. Stephen A. Youngman, Esq. WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, NY 10153 Telephone: (212) 310-8000 Facsimile: (212) 310-8007 E-mail: gary.holtzer@weil.com stephen.youngman@weil.com The Creditors Committee's counsel: Evan T. Miller, Esq. Neil B. Glassman, Esq. Scott D. Cousins, Esq. Evan T. Miller, Esq. BAYARD, P.A. 222 Delaware Avenue, Suite 900 Wilmington, DE 19801 Tel: (302) 655-5000 Fax: (302) 658-6395 E-mail:nglassman@bayardlaw.com scousins@bayardlaw.com emiller@bayardlaw.com - and - Demetra L. Liggins, Esq. THOMPSON & KNIGHT LLP Three Allen Center 333 Clay Street, Suite 3300 Houston, TX 77002 Tel: (713) 951-5884 Fax: (832) 397-8052 E-mail:Demetra.Liggins@tklaw.com - and - David M. Bennett, Esq. Cassandra Sepanik Shoemaker, Esq. THOMPSON & KNIGHT LLP One Arts Plaza 1722 Routh Street, Suite 1500 Dallas, TX 75201-2533 Tel: (214) 969-1700 Fax: (214) 969-1751 E-mail: David.Bennett@tklaw.com Cassandra.Shoemaker@tklaw.com Counsel for the Ad Hoc Group of First Priority Noteholders: Daniel B. Butz, Esq. Robert J. Dehney, Esq. Daniel B. Butz, Esq. MORRIS, NICHOLS, ARSHT & TUNNELL LLP 1201 North Market Street Wilmington, DE 19801 Telephone: (302) 658-9200 Facsimile: (302) 658-3989 E-mail: rdehney@mnat.com dbutz@mnat.com - and - Dennis F. Dunne, Esq. David S. Cohen, Esq. Michael E. Comerford, Esq. MILBANK, TWEED, HADLEY & McCLOY LLP 28 Liberty Street New York, NY 10005 Telephone: (212) 530-5000 E-mail: ddunne@milbank.com dcohen2@milbank.com mcomerford@milbank.com Counsel to the Wilmington Trust: Andrew I. Silfen, Esq. Leah M. Eisenberg, Esq. ARENT FOX LLP 1675 Broadway New York, New York 10019 Telephone: (212) 484-3900 Facsimile: (212) 484-3990 - and - Christopher A. Ward, Esq. Jarrett Vine, Esq. POLSINELLI PC 222 Delaware Avenue, Suite 1101 Wilmington, DE 19801 Telephone: (302) 252-0920 Facsimile: (302) 252-0921 About Endeavour International Houston, Texas-based Endeavour International Corporation (OTC: ENDRQ) (LSE: ENDV) is an oil and gas exploration and production company focused on the acquisition, exploration and development of energy reserves in the North Sea and the United States. On Oct. 10, 2014, Endeavour International and five affiliates filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 14-12308, Endeavour Operating Corp.). The Hon. Kevin J. Carey presides over the cases. As of June 30, 2014, the Company had $1.55 billion in total assets, $1.55 billion in total liabilities, $43.7 million in Series C convertible preferred stock, and a $41.5 million stockholders' deficit. Endeavour Operating Corporation, in its schedules, disclosed $808,358,297 in assets and $1,242,480,297 in liabilities as of the Chapter 11 filing. The Debtors have tapped Weil, Gotshal & Manges LLP as counsel; Richards, Layton & Finger, P.A., as co-counsel; The Blackstone Group L.P., as financial advisor; AlixPartners, LLP, as restructuring advisor; and Kurtzman Carson Consultants LLC, as claims and noticing agent. The U.S. Trustee for Region 3 has appointed three members to the Official Committee of Unsecured Creditors in the Chapter 11 cases of Endeavour Operating Corporation and its debtor affiliates. The Committee is represented by David M. Bennett, Esq., Cassandra Sepanik Shoemaker, Esq., and Demetra L. Liggins, Esq., at Thompson & Knight LLP, and Neil B. Glassman, Esq., Scott D. Cousins, Esq., and Evan T. Miller, Esq., at Bayard, P.A. Alvarez & Marsal North America, LLC, serves as financial advisors to the Committee, while UpShot Services LLC serves as website administrator. * * * The Debtors filed a reorganization plan that was supported by holders of secured notes and convertible bonds. The plan would have given a 15% recovery for general unsecured creditors. In April 2015, the Debtor announced that, as a result of recent declines in oil and gas prices, the Company withdrew the proposed Plan. ENSECO ENERGY: Chapter 15 Case Summary -------------------------------------- Chapter 15 Petitioner: PricewaterhouseCoopers Inc., as receiver Chapter 15 Debtors Case No. ------------------ -------- Enseco Energy Services USA Corp. 15-21821 1801 Broadway, Suite 820 Denver, CO 80202 Enseco Energy Services Corp. 15-21823 800, 138 - 4th Avenue S.E. Calgary, AB T2G 4Z6 Chapter 15 Petition Date: October 23, 2015 Court: United States Bankruptcy Court District of Colorado (Denver) Judge: Hon. Sidney B. Brooks Chapter 15 Petitioner's Counsel: Brent R. Cohen, Esq. LEWIS ROCA ROTHGERBER LLP 1200 17th St., Ste. 3000 Denver, CO 80202 Tel: 303-623-9000 Email: bcohen@lrrlaw.com Estimated Estimated Assets Liabilities ------------ ----------- Enseco Energy Services USA $500K-$1MM $10MM-$50MM Enseco Energy Services Corp. $1MM-$10MM $10MM-$50MM ERF WIRELESS: Signs Purchase Agreement with NetWrk Access --------------------------------------------------------- ERF Wireless, Inc., entered into an asset purchase agreement effective as of Oct. 19, 2015, with NetWrk Access National LLC, according to a regulatory filing with the Securities and Exchange Commission. The agreement involves the sale by the Company of certain assets currently being utilized in its Energy Broadband, Enterprise Network services, and Wireless Bundled Services subsidiaries. The Agreement is for Netwrk Access to utilize the acquired assets, in conjunction with its other business operations, and to continue the wireless operations and operate the current networks in the West Texas, Eagle Ford Shale, Central Texas, and Louisiana regions while the Company will continue to own and operate the networks in the Gulf Coast Region as part of the public company. The purchase price, was not disclosed, but includes the Purchaser assuming and/or paying off certain of the Company's liabilities as well as providing certain transitional services to the Company over the next two years. About ERF Wireless Based in League City, Texas, ERF Wireless, Inc., provides secure, high-capacity wireless products and services to a broad spectrum of customers in primarily underserved, rural and suburban parts of the United States. ERF Wireless reported a net loss attributable to the company of $7.26 million in 2013, a net loss of $4.81 million in 2012, and a net loss of $3.37 million in 2011. As of Sept. 30, 2014, the Company had $3.59 million in total assets, $10.4 million in liabilities, and a $6.84 million shareholders' deficit. FEDERAL RESOURCES: Wants Until Feb. 16 to Solicit Plan Votes ------------------------------------------------------------ Federal Resources Corporation and Camp Bird Colorado, Inc., ask the U.S. Bankruptcy Court for the District of Utah to extend until Feb. 29, 2016, their exclusive period to solicit acceptances for the Plan of Liquidation. According to the Debtors, they are negotiating in good faith with the Government, Caldera, and third parties related to the potential sale or lease of some or all of its assets. The Debtors have yet to reach a mutually agreeable resolution and need additional time to pursue the negotiations and to attempt to confirm its Plan. The Debtors' primary asset is the Camp Bird Mine. The Debtors' exclusive solicitation period expires on Oct. 30, 2015. The Debtors are represented by: David E. Leta, Esq. Andrew V. Hardenbrook, Esq. SNELL & WILMER L.L.P. 15 W South Temple, Suite 1200 Salt Lake City, UT 84101 Tel: (801) 257-1900 Fax: (801) 257-1800 E-mails: dleta@swlaw.com ahardenbrook@swlaw.com About Federal Resources Federal Resources Corporation, along with subsidiary Camp Bird Colorado, Inc., sought Chapter 11 bankruptcy protection (Bankr. D. Utah Case No. 14-33427 and 14-33428) in Salt Lake City on Dec. 29, 2014. The Debtors are represented by David E. Leta, Esq., at Snell & Wilmer, in Salt Lake City. The Chapter 11 cases and any associated open adversary proceedings are assigned to Judge Kevin R. Anderson. Federal and Camp Bird each estimated $10 million to $50 million in asset and debt. The Debtors sought Chapter 11 bankruptcy protection with plans to sell subsidiary Camp Bird's gold mine in Ouray, Colorado to pay off creditors. Federal Resources is a Nevada Corporation that was formed in 1960 as a result of a merger between Radorock Resources, Inc., and Federal Uranium Corporation. Federal currently has only two assets: (1) 100% of the stock of Camp Bird, a Colorado corporation and (2) 100% interest in a Madawaska Mines Limited, a Canadian corporation doing business in Ontario Canada. Camp Bird's principal assets consist of patented gold mining claims and related land located in Ouray, Colorado. Camp Bird also is the sole owner of Camp Bird Tunnel, Mining and Transportation Company ("CTMT"), which owns various water and tunnel rights used and associated with the Camp Bird properties. Madawaska Mines owns a 5l% interest in a joint venture, which holds the Madawaska Mine near Bancroft, Ontario. FRONTIER STAR: Court Orders Joint Administration of Ch. 11 Cases ---------------------------------------------------------------- The Hon. Eddward P. Ballinger Jr., of the U.S. Bankruptcy Court for the District of Arizona ordered that the case of Frontier Star, LLC, with Case No. 15-09383, be jointly administered with the case of Frontier Star CJ, LLC, Case No. 15-09385. The Court also ordered that the order is for joint administration only and not a substantive consolidation. As reported by The Troubled Company Reporter on Aug. 5, 2015, according to Philip G. Mitchell, Esq., at The Cavanagh Law Firm, P.A., in Phoenix, Arizona, both the Debtors share the identical sole member and management, therefore, the Chapter 11 plan of reorganization will be almost identical for each Debtor. Moreover, joint administration will ease the procedural burden on the Court and the parties. About Frontier Star Guadalupe, Arizona-based Frontier Star LLC and Frontier Star CJ LLC are owned by three grandchildren of Carl Karcher, who founded the fast-food chain. The grandchildren include the LeVecke siblings Carl, Margaret and Jason, who is listed as chief executive officer/manager of both companies. The LeVecke siblings had more than 130 Carl's Jr. and Hardee's franchises in seven states and Puerto Vallarta, Mexico, as of late 2013, according to an Arizona Republic article that announced the grand opening of a new sports-themed Carl's Jr. restaurant in Glendale. On Aug. 13, 2015, the Hon. Eddward P. Ballinger Jr., ordered that the case of Frontier Star, LLC, be jointly administered with the case of Frontier Star CJ, LLC. The Debtor disclosed total assets of $71,911,119 and total liabilities of $27,335,663 as of the Chapter 11 filing. GENIUS BRANDS: Michael Handelman Continues to Serve as CFO ---------------------------------------------------------- Genius Brands International, Inc., entered into a Memorandum Regarding Services with Michael D. Handelman CPA, its chief financial officer, effective as of Nov. 1, 2015. The November Memorandum of Services supersedes the previous agreement between the Company and Mr. Handelman dated June 26, 2015. Pursuant to the November Memorandum of Services, Mr. Handelman will continue his engagement as the Company's chief financial officer for a period of one year from the effective date, subject to renewal, in consideration for a fee of $10,000 per month plus reimbursement of certain out-of-pocket expenses. About Genius Brands Beverly Hills, Calif.-based Genius Brands International, Inc., creates and distributes music-based products which it believes are entertaining, educational and beneficial to the well-being of infants and young children under its brands, including Baby Genius and Little Genius. Genius Brands reported a net loss of $3.72 million in 2014, a net loss of $7.21 million in 2013, a net loss of $2.06 million in 2012 and a net loss of $1.37 million in 2011. As of June 30, 2015, the Company had $16.44 million in total assets, $4.33 million in total liabilities and $12.11 million in total equity. GREAT BASIN: Gets Grace Period to Comply with NASDAQ Listing Rules ------------------------------------------------------------------ Great Basin Scientific, Inc. on Oct. 20 disclosed that on October 14, 2015, the Company received notice from the NASDAQ Listings Qualifications Staff indicating that the Company did not satisfy the minimum $35 million market value of listed securities and $1.00 bid requirements for continued listing on The NASDAQ Capital Market, as set forth in NASDAQ Listing Rules 5550(b) and 5550(a) price, respectively. In accordance with the NASDAQ Listing Rules, the Company has been provided a grace period of 180 calendar days, through April 11, 2016, to evidence compliance with the Rules. In order to satisfy the Rules, the Company must evidence a market value of listed securities of at least $35 million and a closing bid price of at least $1.00 per share for a minimum of 10 consecutive business days (and generally not more than 20 business days) on or before April 11, 2016. The notice has no effect on the listing or trading of the Company's common stock on The NASDAQ Capital Market at this time. The Company is considering its options to address the deficiencies, including as previously announced to file a proxy for a special shareholders meeting to solicit a vote on the implementation of a reverse stock split to evidence compliance with the $1.00 bid price requirement. In the event the Company does not regain compliance with the minimum bid price rule within the 180-day grace period, it may be eligible to receive an additional 180-day grace period; provided, that the Company meets the continued listing requirement for market value of publicly held shares and all other initial listing standards for The NASDAQ Capital Market, including the market value of its listed securities with the exception of the bid price rule, and provides written notice of its intention to cure the bid price rule deficiency during the second 180-day grace period, by effecting a reverse stock split, if necessary. The 180-day grace period is not available for regaining compliance with the minimum market value of listed securities rule. About Great Basin Scientific Great Basin Scientific -- http://www.gbscience.com-- is a molecular diagnostics company that commercializes breakthrough chip-based technologies. The Company is dedicated to the development of simple, yet powerful, sample-to-result technology and products that provide fast, multiple-pathogen diagnoses of infectious diseases. The Company's vision is to make molecular diagnostic testing so simple and cost-effective that every patient will be tested for every serious infection, reducing misdiagnoses and significantly limiting the spread of infectious disease. GREAT LAKES: S&P Lowers CCR to 'B-'; Outlook Developing ------------------------------------------------------- Standard & Poor's Ratings Services said that it has lowered its corporate credit rating on Oak Brook, Ill.-based Great Lakes Dredge & Dock Corp. to 'B-' from 'B'. The outlook is developing. At the same time, S&P lowered its issue-level rating on the company's senior unsecured notes to 'B-' from 'B'. The '4' recovery rating is unchanged, indicating S&P's expectation for average recovery (30%-50%; upper half of the range) in the event of default. "The downgrade reflects our belief that Great Lakes' credit measures will be weaker than we had expected due to unanticipated project losses and delays and a lower-than-anticipated level of new business in the company's environmental and remediation segment," said Standard & Poor's credit analyst Michael Durand. "Additionally, the company has stated that it continues to be uncertain about the conditions in this segment, leading it to withdraw its EBITDA guidance for 2015." As a result, S&P expects that Great Lakes' free operating cash flow (FOCF) will remain negative and that the headroom under the leverage covenant on the company's revolver will decline. The developing outlook on Great Lakes reflects the potential that S&P may upgrade the company if its operating performance significantly improves or if its recently announced strategic review leads to a material reduction in its debt. The developing outlook also reflects the potential that S&P may downgrade the company if it continues to face challenging operating conditions, particularly in its environmental and remediation segment. S&P will continue to monitor all of the future developments related to Great Lakes' strategic review and its operating performance. S&P could raise its rating on Great Lakes if an improved operating performance allows the company to maintain sustainable positive free operating cash flow, a debt-to-adjusted EBITDA metric of around 4x, and headroom of 15% or more under the covenants on its revolver. Additionally, S&P could raise the rating if the company's strategic review somehow decreases its debt balance and S&P's assessment of Great Lakes' business risk profile is not negatively affected. S&P could lower its rating on Great Lakes if the company's cash flow turns meaningfully negative and S&P views its financial obligations and capital structure as unsustainable over the long term. HDGM ADVISORY: Has Until Dec. 27 to Solicit Plan Acceptances ------------------------------------------------------------ The Hon. James M. Carr of the U.S. Bankruptcy Court for the Southern District of Indiana extended until Dec. 27, 2015, the period by which HDGM Advisory Services, LLC, et al., has exclusive right to solicit acceptances for the Joint Plan of Reorganization. AS reported by the Troubled Company Reporter on Sept. 28, 2015, the Debtors believe that the fourth requested extension was consistent with sound case management, and will allow the Debtors' management and other parties in interest, namely the Examiner and other creditor constituencies, adequate time to investigate claims against Harold Garrison and others and to obtain recoveries therefrom. The Debtors seek a 90-day extension of exclusivity to finalize multiple party negotiations, document deals, if any, and to prosecute a Plan or global settlement arrangement and dismissal. About HDGM Advisory Services HDGM Advisory Services, LLC ("MAS") and HDG Mansur Investments Services, Inc. ("MISI") invest in and develop real estate around the world. They also provided management and investment services to real estate funds that were set up as an investment vehicle for religious Muslims. MISI developed Finzels Reach, a real estate development in Bristol England. MAS and MISI are directly or indirectly owned by Harold D. Garrison, who is also a debtor in possession in a separate chapter 11 case. MAS and MISI sought Chapter 11 bankruptcy protection (Bankr. S.D. Ind. Case No. 14-04797 and 14-04798) in Indianapolis, Indiana, on May 21, 2014. On May 28, 2014, the Hon. James M. Carr directed the joint administration the cases, under the lead case -- HDGM Advisory, Case No. 14-04797. MAS disclosed $20.3 million in assets and $7.99 million in liabilities as of the Chapter 11 filing. MISI disclosed $20.4 million in assets and $12.4 million in liabilities. According to a court filing, the Debtors don't have any secured creditors. The Debtors have tapped Michael W. Hile, Esq., and Christine K. Jacobson, Esq., at Katz & Korin PC, as counsel. An affiliate of the Debtors, Hamilton Proper Partners Golf Partnership, L.P., sought bankruptcy protection (Bankr. S.D. Ind. Case No. 14-00461) on Jan. 24, 2014. On Nov. 10, 2014, Debtors filed their First Amended Joint Plan of Reorganization and their Disclosure Statement. In the Amended Plan, the Debtors proposed that their estates be liquidated by a Liquidating Trust that would liquidate assets and claims and distribute recoveries in accord with the practices of the Bankruptcy Code. HERCULES OFFSHORE: Morris Nichols Approved as Delaware Co-Counsel ----------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized Hercules Offshore, Inc., et al., to employ Morris, Nichols, Arsht & Tunnell LLP as Delaware bankruptcy co-counsel nunc pro tunc to the Petition Date. According to the Debtors, Morris Nichols attorneys have become familiar with the Debtors and their business and financial affairs through assisting the Debtors and the Debtors' lead counsel, Baker Botts L.L.P, with preparing the prepackaged Chapter 11 cases for filing. Morris Nichols is expected to, among other things: (a) take all necessary actions to protect and preserve the Debtors' estates during these chapter 11 cases, including the prosecution of actions by the Debtors, the defense of any actions commenced against the Debtors, negotiations concerning litigation in which the Debtors are involved, and objecting to claims filed against the estates; (b) prepare or coordinate preparation on behalf of the Debtors, as debtors in possession, any necessary motions, applications, answers, orders, reports, and papers in connection with the administration of the chapter 11 cases; and (c) counsel the Debtors with regard to their rights and obligations as debtors in possession. Robert J. Dehney, a partner at Morris Nichols, in Wilmington, Delaware, relates that the Debtors retained Morris Nichols under an advance payment retainer pursuant to an engagement letter executed by the Debtors on June 23, 2015. On June 23, Morris Nichols received a payment of $50,000 as an advance fee for services. Morris Nichols also received additional payments. After application of fees and expenses, Morris Nichols currently holds a balance of $100,169. Morris Nichols has not been paid any other compensation by the Debtors and Morris Nichols is not a creditor of the Debtors. To the best of the Debtors' knowledge, Morris Nichols is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. Mr. Dehney said that Morris Nichols intends to use its reasonable best efforts to comply with the Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses filed under Section 330 by attorneys in larger cases, effective as of Nov. 1, 2013. To that end, Morris Nichols provides these statements in response to the request for additional information set forth in Part D.1. of the Appendix B Guidelines: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for the engagement? Response: No. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: No. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed postpetition, explain the difference and the reasons for the difference. Response: Morris Nichols was retained by the Debtors pursuant to the engagement agreement dated June 23, 2015. The billing rates and material terms of the prepetition engagement are the same as the rates and terms described in the Dehney Declaration. Question: Has your client approved your prospective budget and staffing plan, and, if so, for what budget period? Response: As noted above, the Debtors are seeking a limited, conditional waiver of the Appendix B Guidelines. About Hercules Offshore Headquartered in Houston, Hercules Offshore, Inc. -- http://www.herculesoffshore.com/-- operates a fleet of 27 jackup rigs, including one rig under construction, and 21 liftboats. The Company offers a range of services to oil and gas producers to meet their needs during drilling, well service, platform inspection, maintenance, and decommissioning operations in several key shallow water provinces around the world. On Aug. 13, 2015 Hercules Offshore and 14 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 15-11685) in the U.S. Bankruptcy Court for the District of Delaware. The cases are pending before the Honorable Kevin J. Carey. The Debtors tapped Baker Botts LLP as counsel; Morris, Nichols, Arsht & Tunnell, as local counsel; Andrews Kurth LLP, as general corporate counsel; Lazard Freres & Co. LLC, as investment banker, Alvarez & Marsal, as restructuring advisor; and Prime Clerk, LLC, as claims and noticing agent. The Steering Group of Holders of Senior Notes is represented by Akin Gump Strauss Hauer & Feld LLP's Arik Preis, Esq., and Michael S. Stamer, Esq. HERO disclosed $546 million in assets and $1.306 billion in debt as of Aug. 11, 2015. * * * The Debtors on the Petition Date filed a pre-packaged Chapter 11 plan that would convert $1.2 billion of outstanding senior notes to 96.9% of new common equity. HERCULES OFFSHORE: S&P Gives Prelim. CCC+ Rating on New $450MM Loan ------------------------------------------------------------------- Standard & Poor's Ratings Services said that it assigned a preliminary 'CCC+' issue-level rating and preliminary '3' recovery rating to Houston–based Hercules Offshore Inc.'s proposed $450 million first-lien term loan maturing in 2020. The '3' preliminary recovery rating indicates S&P's expectation of meaningful (high end of the 50% to 70% range) recovery in the event of default. The company will use proceeds from the term loan to fund liquidity for the company's ongoing operations and for the final payment for the Hercules Highlander. Assuming the company emerges from bankruptcy protection under terms S&P currently expects, it will revise the issue-level and recovery ratings on the company's $450 million first-lien term loan from preliminary to final. In addition, S&P plans to raise the corporate credit rating on Hercules Offshore to 'CCC+', with a negative outlook, on emergence from bankruptcy. S&P expects the company to emerge from bankruptcy around the end of October. RECOVERY ANALYSIS Key analytical factors: -- S&P's simulated default scenario contemplates a payment default in 2017, following weak commodity prices, long delays in the start-ups of offshore projects, and continued reduced demand for rigs and marine services, exacerbated by excess equipment capacity in the market. S&P assumes that these pressures continue to depress Hercules' utilization and day rates, revenue, and profitability and lead to a payment default. -- Hercules' vessels are deployed in various offshore locations throughout the world. Accordingly, the legal regimes of multiple jurisdictions, including principles of insolvency law and maritime law, could be relevant considerations in a default scenario. S&P's recovery analysis assumes that Hercules files for bankruptcy and reorganizes in the U.S. under Chapter 11 of the U.S. Bankruptcy Code because the company's headquarters are in Texas and U.S. laws govern its debt. -- To value the company, S&P used a discrete asset valuation in which it took a haircut to the company's most valuable rigs (Hercules Highlander, Hercules Triumph, Hercules, and Resilience). Simulated default and valuation assumptions: -- Simulated year of default: 2017 -- Gross enterprise value: $320 million ------------------ Simplified waterfall: -- Net enterprise value (after 7% administrative costs): $300 million -- Secured first-lien debt: $475 million -- Recovery expectations: 50% to 70% (high end of the range) -- Total value available to unsecured claims: N.A. -- Senior unsecured debt claims: N.A. -- Recovery expectations: N.A. Note: All debt amounts include six months of prepetition interest. N.A.--Not applicable. RATINGS LIST Hercules Offshore Inc. Corporate credit rating D New Ratings Hercules Offshore Inc. Senior secured $450 mil proposed first-lien term loan CCC+ (prelim) Recovery rating 3H (prelim) HOWREY LLP: Ch 11 Trustee, Creditors Panel Want Case Back to Ch 7 ----------------------------------------------------------------- Joyce E. Cutler at Bloomberg BNA reports that Chapter 11 Trustee Allan Diamond and the Official Committee of Unsecured Creditors in the Chapter 11 bankruptcy case of Howrey LLP jointly filed a motion on Oct. 20, 2015, seeking to convert the case back to a Chapter 7 liquidation due to failed efforts to obtain a "severe voluntary reduction" in landlord claims along with continued Chapter 11 expenses and the "absence of a reasonable likelihood of a successful plan within the next year." Bloomberg BNA quoted the Committee and the Chapter 11 Trustee as saying, "Simply stated, despite their best efforts it is now apparent to both the Trustee and the Committee that there is no viable pathway to a consensual plan in this Chapter 11 case absent perhaps years of further litigation having an uncertain outcome with respect to the Unfinished Business Litigation." According to court documents, the Chapter 11 Trustee and the Committee obtained almost $80 million in cash collections and "millions more in future recoveries from structured settlements as well as millions of dollars in monetized contingency fee case interests awaiting final allocation and distribution to the estate." Bloomberg BNA relates that the Hon. James Donato of the U.S. District Court for the Northern District of California rejected the arguments of William McGrane, Esq., who represented the Company's creditors, that U.S. Bankruptcy Judge Dennis Montali abused his discretion in a final fee order citing ethical conflicts in disallowing $46,325 in fees sought by McGrane and McGrane LLP (MLLP). According to the report, Judge Donato said that Mr. McGrane overreached in arguing that bankruptcy law and rules bar a finding of misconduct under the California Rules of Professional Conduct Rule 3-310(E), which bars use of confidential information material to the employment that is adverse to the former client. The report quoted Judge Donato as saying, "None of McGrane's and MLLP's arguments come close to disturbing the bankruptcy court's conduct determinations. Appellants fire a blunderbuss of criticisms but fail to meaningfully address, let alone somehow justify or excuse, the acts of disloyalty catalogued by the bankruptcy court and the finding they 'espose[d] a position that jeopardize[d] the interests of the Committee for the benefit of another client' in the Howrey matter." About Howrey LLP Three creditors filed an involuntary Chapter 7 petition (Bankr. N.D. Cal. Case No. 11-31376) on April 11, 2011, against the remnants of the Washington-based law firm Howrey LLP. The filing was in San Francisco, where the firm had an office. The firm previously was known as Howrey & Simon and Howrey Simon Arnold & White LLP. The firm at one time had more than 700 lawyers in 17 offices. The partners voted to dissolve in March 2011. The firm specialized in antitrust and intellectual-property matters. The three creditors filing the involuntary petition together have $36,600 in claims, according to their petition. The involuntary chapter 7 petition was converted to a chapter 11 case in June 2011 at the request of the firm. In its schedules filed in July, the Debtor disclosed assets of $138.7 million and liabilities of $107.0 million. Representing Citibank, the firm's largest creditor, is Kelley Cornish, Esq., a partner at Paul, Weiss, Rifkind, Wharton & Garrison. Representing Howrey is H. Jason Gold, Esq., a partner at Wiley Rein. The Official Committee of Unsecured Creditors is represented in the case by Bradford F. Englander, Esq., at Whiteford, Taylor and Preston LLP. In September 2011, Citibank sought conversion of the Debtor's case to Chapter 7 or, in the alternative, appointment of a Chapter 11 Trustee. The Court entered an order appointing a Chapter 11 Trustee. In October 2011, Allan B. Diamond was named as Trustee. He is represented by Andrew Baxter Ryan, Esq., and Stephen Todd Loden, Esq., at Diamond McCarthy LLP as counsel. HOWREY LLP: Creditors' Former Counsel Can't Contest Slashed Fees ---------------------------------------------------------------- Daniel Langhorne at Bankruptcy Law360 reported that a California federal judge on Oct. 18, 2015, affirmed a bankruptcy judge's reduction of an attorney's fees after holding that he breached his ethical duty following his withdrawal as co-counsel for the official committee of unsecured creditors of defunct Howrey LLP and subsequent counseling of individual creditors. U.S. District Judge James Donato said that none of attorney William McGrane and McGrane LLP's arguments came close to disturbing the bankruptcy court's conduct determinations and its award of about $32,000 in fees. About Howrey LLP Three creditors filed an involuntary Chapter 7 petition (Bankr. N.D. Cal. Case No. 11-31376) on April 11, 2011, against the remnants of the Washington-based law firm Howrey LLP. The filing was in San Francisco, where the firm had an office. The firm previously was known as Howrey & Simon and Howrey Simon Arnold & White LLP. The firm at one time had more than 700 lawyers in 17 offices. The partners voted to dissolve in March 2011. The firm specialized in antitrust and intellectual-property matters. The three creditors filing the involuntary petition together have $36,600 in claims, according to their petition. The involuntary chapter 7 petition was converted to a chapter 11 case in June 2011 at the request of the firm. In its schedules filed in July, the Debtor disclosed assets of $138.7 million and liabilities of $107.0 million. Representing Citibank, the firm's largest creditor, is Kelley Cornish, Esq., a partner at Paul, Weiss, Rifkind, Wharton & Garrison. Representing Howrey is H. Jason Gold, Esq., a partner at Wiley Rein. The Official Committee of Unsecured Creditors is represented in the case by Bradford F. Englander, Esq., at Whiteford, Taylor And Preston LLP. In September 2011, Citibank sought conversion of the Debtor's case to Chapter 7 or, in the alternative, appointment of a Chapter 11 Trustee. The Court entered an order appointing a Chapter 11 Trustee. In October 2011, Allan B. Diamond was named as Trustee. He is represented by Andrew Baxter Ryan, Esq., and Stephen Todd Loden, Esq., at Diamond McCarthy LLP as counsel. IFS FINANCIAL: 5th Cir. Affirms Order Removing Ch. 7 Trustee ------------------------------------------------------------ The United States Court of Appeals for the Fifth Circuit affirmed the District Court's Judgement affirming the Bankruptcy Court's Orders removing W. Steve Smith as Chapter 7 trustee for IFS Financial Corporation. Mr. Smith engaged his firm to work for the estate with court approval. Smith, his lead appellate attorney and wife Blanche Smith, and their two children traveled to New Orleans for an oral argument. They arrived three days early and stayed the night afterwards. Smith later submitted a large, unitemized bill for his firm's work that included a request to distribute $3,486 in estate funds to his firm for trip expenses. The bankruptcy court disallowed much of the requested amount and ordered Smith to show why he should not be removed as trustee. After a hearing, the court removed Smith, in part because his prior conduct convinced it that his conduct in this case was intentional. Smith was also removed in all of his other pending cases. He appealed the removals. The district court affirmed the bankruptcy court's orders. The appeals case is W. STEVE SMITH, Appellant, v. JUDY A. ROBBINS, United States Trustee; BLITZ HOLDINGS CORPORATION, Appellees, No. 14-20588 (5th Cir.), In the Matter of: IFS FINANCIAL CORPORATION, Debtor. A full text of the Order dated September 25, 2015 is available at http://is.gd/siNUZcfrom Leagle.com. On January 3, 2005, the affiliated cases were ordered jointly administered. IFS's debtor-affiliates are: Circle Investors, Inc. Comstar Mortgage Corporation, IFS Insurance Holdings Corporation, Interstar Investment Corp., Interamericas, Ltd., Interamericas Investments Ltd., Interamericas Holdings, Inc., Interamericas Financial Holdings Corp., Amper International, Ltd., Amper Ltd., Orbost Ltd., and MP Corp. (Case Nos. 02-39553, 04-34514, 04-34515, 04-34516, 04-34517, 04-34519, 04-34520, 04-34521, 04-34523, 04- 34525, 04-34526, 04-34529, 04-34530). IMMOKALEE TOMATO: Case Summary & 3 Largest Unsecured Creditors -------------------------------------------------------------- Debtor affiliates filing separate Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- Immokalee Tomato Growers Partnership 15-10695 891 Cowboy Way Labelle, FL 33935 Flatwoods Citrus Groves, Inc. 15-10697 891 Cowboy Way Labelle, FL 33935 Nobles Farms, Inc. 15-10698 891 Cowboy Way Labelle, FL 33935 Southwest Florida Holding Co., Inc. 15-10713 891 Cowboy Way Labelle, FL 33935 Chapter 11 Petition Date: October 23, 2015 Court: United States Bankruptcy Court Middle District of Florida (Ft. Myers) Debtors' Counsel: Michael C Markham, Esq. JOHNSON POPE BOKOR RUPPEL & BURNS LLP Post Office Box 1100 Tampa, FL 33601-1100 Tel: 813-225-2500 Fax: 813-223-7118 Email: mikem@jpfirm.com Estimated Estimated Assets Liabilities ---------- ----------- Immokalee Tomato Growers $0-$50,000 $1MM-$10MM Flatwoods Citrus Groves $0-$50,000 $100K-$500K Nobles Farms, Inc. $0-$50,000 $100K-$500K Southwest Florida Holding $0-$50,000 $100K-$500K The petition was signed by Lewis J. Nobles, III, partner. A list of Immokalee Tomato Growers three largest unsecured creditors is available for free at: http://bankrupt.com/misc/flmb15-10695.pdf A list of Flatwoods Citrus Groves three largest unsecured creditors is available for free at: http://bankrupt.com/misc/flmb15-10697.pdf A list of Nobles Farms, Inc.'s three largest unsecured creditors is available for free at http://bankrupt.com/misc/flmb15-10698.pdf A list of Southwest Florida Holding three largest unsecured creditors is available for free at: http://bankrupt.com/misc/flmb15-10713.pdf JAN SCHMALENBERG: Objection to Westside Bank's $1MM Claim Denied ---------------------------------------------------------------- Judge Paul B. Snyder of the United States Bankruptcy Court for the Western District of Washington, at Tacoma, denied Jan and Barbara Schmalenberg's objection to Claim No. 12 filed by Westside Community Bank, after determining that the Debtors failed to meet their burden of proof in establishing that they are entitled to setoff, recoup or equitably disallow the claim. The Debtors filed for bankruptcy under Chapter 11 on July 30, 2012. The Debtors' bankruptcy Schedule B-Personal Property lists no claim of setoff, recoupment, or other equitable claim against Westside Bank. On December 31, 2012, Westside Bank filed a proof of claim against the Debtors for $1,028,124, with $836,412 designated as secured and $191,711 as unsecured. On January 11, 2013, Westside Bank, which was co-founded by Jan Schmalenberg, was closed by the Washington State Department of Financial Institutions and the Federal Deposit Insurance Corporation was named as receiver. Sunwest is a successor in interest to the FDIC as receiver and is the holder of Claim No. 12, which was filed by Westside Bank. On August 13, 2015, an objection was filed by the Debtors to set-off, recoup, or to equitably disallow Westside's claim, which is currently held by Sunwest Bank. The parties agreed to waive any procedural defects resulting from a failure, if any, to file an adversary proceeding requesting equitable relief. The case is captioned In re: JAN W. SCHMALENBERG and BARBARA A. SCHMALENBERG, Debtors, CASE NO. 12-45274 Bankr. W.D. Wash.). A full-text copy of Judge Snyder's memorandum decision dated September 17, 2015, is available at http://is.gd/sOXgLzfrom Leagle.com. LAWRENCE KATES: Order Denying Post-Confirmation Claim Affirmed -------------------------------------------------------------- Judge John C. Coughenour of the United States District Court for the Western District of Washington, Seattle, affirmed the ruling of the Bankruptcy Court denying Lawrence Kates' post-confirmation claim. In June 2010, the Bankruptcy Court confirmed Mr. Kates' Chapter 11 plan of liquidation and appointed the Stapleton Group, Inc., as the plan administrator. The Plan and the accompanying Agreement for Plan Administration required the Stapleton Group to supervise Kates and to consult with a post-confirmation committee of unsecured creditors regarding post-confirmation estate administration and asset liquidation. On November 6, 2014, Mr. Kates filed a post-confirmation claim for five billion dollars against the Stapleton Group, the PCC and its members, and a number of related parties. The Bankruptcy Court disallowed the claim because he failed to satisfy his evidentiary burden and failed to appear at the hearing. Mr. Kates appealed. The case is captioned LAWRENCE KATES, Appellant, v. STAPLETON GROUP, INC., et al., Appellees, CASE NO. C15-0595 JCC (W.D. Wash.). A full-text copy of Judge Coughenour's Order dated September 18, 2015, is available at http://is.gd/S3EQfffrom Leagle.com. Lawrence Kates, Debtor, Appellant, represented by David W. Bever, Esq. -- bever@carneylaw.com -- CARNEY BADLEY SPELLMAN, Jason M Kettrick, Esq. -- kettrick@carneylaw.com -- CARNEY BADLEY SPELLMAN & Mark Douglas Northrup, Esq. -- mark.northrup@millernash.com -- MILLER NASH GRAHAM & DUNN LLP. United States Trustee, Appellee, represented by Martin L Smith, US TRUSTEE. Stapleton Group Inc, Plan Administrator, Appellee, represented by Bruce W Leaverton, Esq. -- leavertonb@lanepowell.com -- LANE POWELL PC & Tereza Simonyan, Esq. -- SimonyanT@lanepowell.com -- LANE POWELL PC. Official Unsecured Creditors Committee, Appellee, represented by David C Neu, david.neu@klgates.com -- K&L GATES LLP, Geoffrey Groshong, Esq. -- geoff.groshong@millernash.com -- MILLER NASH GRAHAM & DUNN LLP & Michael Joseph Gearin, Esq. -- michael.gearin@klgates.com -- K&L GATES LLP. LIFE UNIVERSITY, GA: Moody's Affirms Ba3 Rating on 2008 Bonds ------------------------------------------------------------- Moody's Investors Service affirms its Ba3 rating on Life University's (GA) Series 2008 Revenue and Refunding Bonds. The bonds were issued through the Marietta Georgia Development Authority. Moody's also revised the outlook to stable from positive. SUMMARY RATING RATIONALE The outlook revision to stable from positive incorporates softening operating cash flow in fiscal 2015 which is expected to continue as net tuition revenue growth slows. While the cash flow margin remained healthy at 16%, this only provided 1.7 times coverage of high debt service obligations in FY 2015. Life University's Ba3 rating incorporates the university's multi-year strengthening of liquidity, providing a relatively good 116 days cash on hand, and relatively stable enrollment. The strengths are tempered by the university's narrow market niche, lack of revenue diversity, high financial leverage, and limited financial resources. OUTLOOK The stable outlook reflects the prospects for ongoing incremental revenue growth supporting solid operating cash flow performance. It also incorporates expectations of effective enrollment management. WHAT COULD MAKE THE RATING GO UP -- Sustained annual revenue growth, outpacing expenses -- Substantial increase in unrestricted liquidity -- Demonstrated ability to invest in capital facilities without increasing financial leverage WHAT COULD MAKE THE RATING GO DOWN -- Diminished prospects for revenue growth or disruption in demand for programs -- Erosion of unrestricted liquidity OBLIGOR PROFILE Life University was founded in 1974 as a private university in the Atlanta suburb of Marietta, Georgia. The majority of students are enrolled in its doctoral degree program in chiropractic. The university also offers undergraduate and graduate programs in health and wellness-oriented fields. Operating revenue was $61 million in fiscal 2015. LEGAL SECURITY The Series 2008 bonds are secured by a gross revenue pledge, first mortgage pledge of university real property and cash funded debt service reserve fund equal to maximum annual debt service. Other features include a debt service coverage rate covenant of 1.2 times. There is also a Liquidity Covenant of 80 Days Cash on Hand as well as a Long-Term Indebtedness Ratio requirement of at least 0.15 times and accounts payable covenant. For the period ending June 30, 2015, the Debt Service Coverage Ratio was 1.63 times compared to the 1.2 times requirement. The Days Cash on Hand calculation based on June 30, 2015, data was 128 days compared to the 80 day requirement. The Long-Term Indebtedness Coverage Ratio was 0.30 times as compared to 0.15 times requirement. Failure to meet the required covenants in any two consecutive calendar quarters would trigger the university's requirement to transfer all Revenues to the Trustee on a daily basis. USE OF PROCEEDS Not applicable. PRINCIPAL METHODOLOGY The principal methodology used in this rating was U.S. Not-for-Profit Private and Public Higher Education published in August 2011. LPHM INC: Case Summary & 12 Largest Unsecured Creditors ------------------------------------------------------- Debtor: LPHM, Inc. dba Colosseum Diner 1932 East Saint Georges Avenue Linden, NJ 07036 Case No.: 15-29977 Chapter 11 Petition Date: October 23, 2015 Court: United States Bankruptcy Court District of New Jersey (Newark) Judge: Hon. Vincent F. Papalia Debtor's Counsel: Andrew I. Radmin, Esq. CARKHUFF & RADMIN P.C. 598-600 Somerset St. North Plainfield, NJ 07060 Tel: (908) 754-9400 Email: andyradz@aol.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Petros Pothetos, owner. A list of the Debtor's 12 largest unsecured creditors is available for free at http://bankrupt.com/misc/njb15-29977.pdf M PHARMA: Reaches Settlement with Creditors on Accounts Payable --------------------------------------------------------------- M Pharmaceutical, Inc., a clinical-stage company developing innovative technologies for the monitoring and treatment of obesity, diabetes, and other gastroenterological indications, on Oct. 20 disclosed that the Company has reached agreement with its creditors to settle C$743,266.36 of payables in exchange for convertible debenture notes. Matthew B. Lehman, the Company's Chief Executive Officer, commented: "I am pleased we have reached this settlement with the Company's creditors. This is a significant milestone that restructures the fundamentals of our financial situation. It allows us to develop our Trimeo, Trimtec, and eMosquito technologies with a stronger balance sheet. The Company debt will be settled by issuing convertible debentures, convertible into common stock at an exercise price of C$ 0.10. The term of the notes is 36 months at 10% annual simple interest. The interest shall be paid up front, through the issuance of Interest Units. Each Interest Unit consists of one share of the Company's common stock (at a deemed price of C$ 0.05 per unit) and one warrant with an exercise price of C$ 0.10 and a term of two years. Common stock issued under this placement is subject to a standard four-month lockup period as required by the CSE. About M Pharmaceutical Inc. Formed in early 2015, M Pharmaceutical Inc. is a clinical-stage company developing innovative technologies for the monitoring and treatment of obesity, diabetes, and other gastroenterological indications. The Company has exclusive rights to three technologies: (1) Trimeo capsules, temporary controllable pseudobezoars for non-invasive gastric volume reduction for the treatment of obesity; (2) Trimtec, gastrointestinal neurostimulators implanted laparoscopically for the treatment of obesity and gastroparesis without permanent anatomical modification of the stomach; and (3) eMosquito wearable blood monitor, for automatic and autonomous monitoring of blood glucose by diabetics. M Pharmaceutical trades on the Canadian Securities Exchange (CSE) under the ticker symbol "MQ" as well as on the OTCQB as "MPHMF" and FWB (Frankfurt Stock Exchange) as "T3F2." MARINA DISTRICT: Moody's Assigns B2 Rating on $650MM Loan Due 2023 ------------------------------------------------------------------ Moody's Investors Service assigned a B2 rating to Marina District Finance Company, Inc.'s (MDFC) $650 million incremental term loan due 2023. Initial proceeds from the term loan, about $430 million, were used to repay the company's $393.5 million 9.875% secured notes due 2018 in full and pay for related fees. The rating outlook is stable. Rating assigned: $650 million incremental term loan due 2023, at B2 (LGD4) Ratings affirmed: Corporate Family Rating, at B2 Probability of Default Rating, at B2-PD $70 million revolver due 2018, at Ba2 (LGD1) $380 million ($240.5 million outstanding at September 30, 2015) incremental term 2018, at B2 (LGD4) RATING RATIONALE: MDFC's B2 Corporate Family Rating considers the benefits related to the refinancing, including an extension of the company's debt maturity profile, the replacement of relatively high cost debt with lower cost debt, and the additional liquidity provided by the term loan. The $230 million of availability remaining on the incremental term loan can be used in the next 12-months to partially repay MDFC's remaining $240.5 million term loan as of Sept. 30, 2015, that matures in 2018, if the company wants/needs to do so. The ratings also consider the quality of MDFC's Borgata casino in terms of overall physical condition and product offerings. Moody's believes this provides the casino with a meaningful competitive advantage relative to other Atlantic City casinos. Also supporting the rating is MDFC's positive free cash profile. Moody's expects the company will generate between $85 million and $95 million in the next 12 months. Key credit concerns include MDFC's single asset profile in Atlantic City, NJ, a gaming market that remains highly vulnerable to increased competition from neighboring jurisdictions in the form of new casino openings or expansions. In addition, Moody's is concerned regarding the considerable long-term fundamental challenges faced by US gaming companies in general, including further increase in the number of casino facilities and continued cannibalization, and unfavorable demographic trends that suggest a decline in consumer demand for traditional casino gaming activities. MDFC's term loans are rated B2, the same as the company's Corporate Family Rating. This reflects the fact that the term loans rank pari passu with each other and account for the majority of debt in MDFC's capital structure. The Ba2 assigned to the revolver considers its priority status relative to MDFC's term loans. The stable outlook reflects MDFC's continued improvement in revenue, profitability, and cash flow despite ongoing difficulties being experienced by the Atlantic City, NJ gaming market in general. The stable outlook also considers Moody's view that with little in the way of planned growth capital expenditures, less direct competition as a result of casino closings, and management's publicly stated commitment to continued debt reduction, MDFC can further improve its leverage, financial flexibility, and refinancing options. A higher rating would require a greater level of confidence on Moody's part that the Atlantic City gaming market has stabilized. A higher rating would not necessarily require a further material improvement in MDFC's leverage. Debt/EBITDA for the latest 12-month period ended Sept. 30, 2015, about 3.5 times, is already below the 4.0 times debt/EBITDA-defined leverage trigger that we set as a target for MDFC to achieve a higher rating. MDFC's ratings could be lowered if the company's debt/EBITDA rises above 6.0 times for any reason. Marina District Finance Company, Inc. owns and operates Borgata Hotel Casino and Spa, including The Water Club at Borgata, in Atlantic City, New Jersey. MDFC is owned by Marina District Development Company, LLC (MDDC). MDDC, which is a 50/50 joint venture between Boyd Gaming Corporation and MGM Resorts International. MDDC fully and unconditionally guaranteed MDFC's debt. Net revenue for the latest 12-month period ended Sept. 30, 2015 was about $790 million. The principal methodology used in these ratings was Global Gaming Industry published in June 2014. MATTRESS MATTERS: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Mattress Matters, Inc. 5712 Brookpark Rd. Cleveland, OH 44129 Case No.: 15-16067 Chapter 11 Petition Date: October 23, 2015 Court: United States Bankruptcy Court Northern District of Ohio (Cleveland) Judge: Hon. Pat E Morgenstern-Clarren Debtor's Counsel: Richard H. Nemeth, Esq. NEMETH & ASSOCIATES, LLC 526 Superior Ave NE, # 1120 Cleveland, OH 44114 Tel: (216) 502-1300 Email: rnemeth@ohbklaw.com mail@ohbklaw.com Total Assets: $1.03 million Total Liabilities: $1.57 million The petition was signed by Joseph Amato, president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/ohnb15-16067.pdf MCGEE EQUIPMENT: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: McGee Equipment Rental & Sales, Inc. 1458 Hwy. 190w Eunice, LA 70535 Case No.: 15-51380 Chapter 11 Petition Date: October 23, 2015 Court: United States Bankruptcy Court Western District of Louisiana (Lafayette) Judge: Hon. Robert Summerhays Debtor's Counsel: William C. Vidrine, Esq. VIDRINE & VIDRINE, PLLC 711 West Pinhook Road Lafayette, LA 70503 Tel: (337) 233-5195 Email: williamv@vidrinelaw.com Total Assets: $3.58 million Total Liabilities: $3.91 million The petition was signed by Jacob Jarrell Lacour, controller/general manager. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/lawb15-51380.pdf METROPOLITAN INDUSTRIAL: Case Summary & 20 Top Unsecured Creditors ------------------------------------------------------------------ Debtor: Metropolitan Industrial Food Services, Inc. P.O.Box 193907 San Juan, PR 00919 Case No.: 15-08302 Chapter 11 Petition Date: October 23, 2015 Court: United States Bankruptcy Court District of Puerto Rico (Old San Juan) Judge: Hon. Edward A Godoy Debtor's Counsel: Alexis Fuentes Hernandez, Esq. ALEXIS FUENTES-HERNANDEZ PO Box 9022726 San Juan, PR 00902-2726 Tel: (787) 722-5216 Fax: (787) 722-5206 Email: alex@fuentes-law.com Total Assets: $2.09 million Total Liabilities: $4.62 million The petition was signed by Josue V. Navarro, president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/prb15-08302.pdf MISSION NEW ENERGY: Annual General Meeting Set for Nov. 25 ---------------------------------------------------------- Mission Newenergy Limited will hold an annual general meeting of shareholders on Nov. 25, 2015, at 2:30 pm (WST) at BDO, 38 Station Street, Subiaco, Perth, Western Australia, for the following purposes: (1) Adoption of remuneration report; (2) Re-election of Mr. James Garton as director; (3) Re-election of Admiral (Ret) Tan Sri Dato' Sri Mohd Anwar bin Haji Mohd Nor as director; and (4) Approval of 10% Placement Facility. A full-text copy of the Notice of Annual General Meeting as filed with the Securities and Exchange Commission is available at: http://is.gd/DZHQpX About Mission NewEnergy Based in Subiaco, Western Australia, Mission NewEnergy Limited is a producer of biodiesel that integrates sustainable biodiesel feedstock cultivation, biodiesel production and wholesale biodiesel distribution focused on the government mandated markets of the United States and Europe. The Company is not operating its biodiesel refining segment. The refineries are being held in care and maintenance either awaiting a return to positive operating conditions or the sale of assets. The Company has materially diminished its Jatropha contract farming operation and the company is now focused on divesting the remaining Indian assets. The Company intends to cease all Indian operations. The Company reported net income of $28.4 million on $7.27 million of total revenue for the year ended June 30, 2015, compared to a loss of $1.1 million on $9.68 million of total revenue for the year ended June 30, 2014. As of June 30, 2015, Mission New Energy had $12.6 million in total assets, $5.85 million in total liabilities and $6.76 million in total equity. MISSISSIPPI PHOSPHATES: Horne LLP OK'd as Accountants and Auditors ------------------------------------------------------------------ The Hon. Katharine M. Samson of the U.S. Bankruptcy Court for the Southern District of Mississippi authorized Mississippi Phosphates Corporation, et al., to employ Horne LLP as accountants and auditors nunc pro tunc to March 23, 2015. Horne is expected to perform accounting services in connection with the audit of the Debtors' 401(k) financial statements for the year and periods ending Dec. 31, 2014 and March 31, 2015. The Debtors obtained a quotation from Horne for the fixed fee (prepaid) of $15,300, consist of $15,000 for services rendered and $300 for expenses incurred. To the best of the Debtors' knowledge, no employees, members, or independent contractors of Horne have any financial interest or business with the Debtors; About Mississippi Phosphates Mississippi Phosphates Corporation is a major United States producer and marketer of diammonium phosphate ("DAP"), one of the most common types of phosphate fertilizer. MPC, which was formed as a Delaware corporation in October 1990, owns a DAP facility in Pascagoula, Mississippi, which was acquired from Nu-South, Inc. in its 1990 bankruptcy. Phosphate rock, the primary raw material used in the production of DAP, is being supplied by OCP S.A., a corporation owned by the Kingdom of Morocco. The parent, Phosphate Holdings, Inc., was formed in December 2004 in connection with the bankruptcy reorganization of MPC and its then-parent Mississippi Chemical Corporation, the first fertilizer cooperative in the United States. As of Oct. 27, 2014, MPC has a work force of 250 employees, broken into 224 regular employees and 26 "nested" third-party contract employees. MPC and its subsidiaries, namely Ammonia Tank Subsidiary, Inc., and Sulfuric Acid Tanks Subsidiary, Inc., sought Chapter 11 bankruptcy protection (Bankr. S.D. Miss. Lead Case No. 14-51667) on Oct. 27, 2014. Judge Katharine M. Samson is assigned to the cases. Mississippi Phosphates disclosed in its amended schedules, assets of $98,949,677 and liabilities of $140,941,276 plus unknown amounts. Affiliates Ammonia Tank and Sulfuric Acid Tanks each estimated $1 million to $10 million in both assets and liabilities. The Debtors have tapped Stephen W. Rosenblatt, Esq., at Butler Snow LLP as counsel. The U.S. Trustee for Region 5 appointed seven creditors of Mississippi Phosphates Corp. to serve on the official committee of unsecured creditors. The Committee tapped to retain Burr & Forman LLP as its counsel. MOLYCORP INC: Seeks Jan. 2016 Extension of Plan Filing Date ----------------------------------------------------------- Molycorp, Inc., et al., ask the U.S. Bankruptcy Court for the District of Delaware to extend the period during which they have the exclusive right to file a Chapter 11 plan through and including Jan. 31, 2016, and the period during which the Debtors have the exclusive right to solicit acceptances of that plan through and including March 31, 2016. Justin H. Rucki, Esq., at Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware, relates that the Debtors and their advisor have launched launched a strategic sale process to identify potential buyers of substantially all of the Debtors' assets, including the Debtors' major business units and Mountain Pass. As part of the Sale Process, the Debtors have identified and preliminarily contacted many potentially interested parties, started populating an electronic data room for bidders' diligence requirements and executed numerous confidentiality agreements with potentially interested parties. The Debtors anticipate that in the coming days they will begin distributing an information memorandum and other diligence materials to interested parties and, after initial bids are received, will begin conducting management presentations and scheduling facility tours. The Debtors also concluded a comprehensive review of their businesses and produced an updated and revised business plan to provide potential bidders with the most up-to-date information on their businesses, an exercise also key to any plan scenario in these cases. In addition, the Debtors and their advisors have had extensive, substantive negotiations with OCM MLYCo CTB Ltd. and its advisors regarding the framework of a potential plan of reorganization. The Debtors have also solicited the views of advisors for the official committee of unsecured creditors and the ad hoc group of holders of the 10% Senior Secured Notes on the potential sale process and, in the case of the latter, on the possible terms of various restructuring scenarios. At the same time, the Debtors have devoted substantial time and effort to the administration of these cases and to responding to the very extensive discovery requests of the Committee in connection with its investigation of the 2014 transaction with Oaktree, having produced many thousands of pages of documents to a data room and providing routine updates to all parties regarding the status of these cases and the Debtors' operations, Mr. Rucki tells the Court. To allow exclusivity to lapse and allow parties to file multiple competing plans at this stage would increase the costs to the Debtors' estates, unduly burden the Court and likely impede, rather than facilitate, meaningful progress towards the Debtors' exit from bankruptcy, Mr. Rucki asserts. The Debtors are also represented by M. Blake Cleary, Esq., Edmon L. Morton, Esq., and Ashley E. Jacobs, Esq., at Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware; Paul D. Leake, Esq., and Lisa Laukitis, Esq., at Jones Day, in New York; and Ryan T. Routh, Esq., at Jones Day, in Cleveland, Ohio. 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. NAB HOLDINGS: Moody's Affirms B1 CFR & Changes Outlook to Negative ------------------------------------------------------------------ Moody's Investors Service affirmed NAB Holdings, LLC's B1 corporate family rating, B2-PD probability of default rating, and the B1 rating for the company's senior secured credit facilities. The ratings outlook was changed to negative from stable. RATINGS RATIONALE NAB's negative ratings outlook reflects the erosion in the company's liquidity and increasing business risks resulting from a rapid growth in its merchant cash advance services. The company's free cash flow (after customer acquisitions and distributions) was negative in the YTD 2Q 2015 period and Moody's expects free cash flow in 2015 of about 2% to 3% of total debt, short of its forecast of 10% of total debt. The affirmation of the B1 CFR reflects good organic growth (about 8% in YTD 2Q 2015) in NAB's core payment processing business and Moody's expectations that the company will decrease its exposure to merchant cash advances segment and prudently manage the portfolio such that free cash flow will increase to about 8% to 10% of total debt over the next 12 months. The B1 CFR reflects NAB's modest operating scale and high total debt/EBITDA of about 4x (Moody's adjusted and including PayAnywhere losses). NAB operates in an intensely competitive market for merchant acquiring and payment processing services to the small and medium-sized business (SMB) merchants. The rating also incorporates "key man risk" attributed to its sole shareholder and potential for periodic debt-funded shareholder returns. The rating is supported by NAB's good organic growth in payment processing revenues and a growing market for electronic payment processing services. The company's merchant acquiring services segment generates recurring transaction-based revenues from a diverse merchant base, which has historically exhibited low volume attrition rates. NAB's liquidity over the next 12 months is considered adequate. NAB's ratings could be downgraded if liquidity deteriorates or if Moody's believes that potential risk of losses in merchant advances is high relative to NAB's liquidity and capitalization. The ratings could be downgraded if leverage is expected to remain above 4.0x and the ratio of free cash flow (net of customer acquisition costs) to debt is expected to remain below 8% for an extended period of time. Given the negative ratings outlook and NAB's expected levels of earnings and leverage, a ratings upgrade is not expected in the intermediate term. However, the ratings could be upgraded if the company were to maintain conservative financial policies and demonstrate solid growth in market share and free cash flow. Moody's has affirmed these ratings: Corporate Family Rating -- B1 Probability of Default Rating -- B2-PD $25 million senior secured revolving credit facility due 2019 – B1 (LGD3) $222 million (outstanding) 1st lien Term Loan due 2021 -- B1 (LGD3) Outlook -- Changed to Negative, from Stable NAB provides electronic payment processing services to small and mid-sized business merchants in the United States. The principal methodology used in these ratings was Business and Consumer Service Industry published in December 2014. NATGASOLINE LLC: S&P Assigns Prelim. 'BB-' Rating on $1.16BB Debt ----------------------------------------------------------------- Standard & Poor's Ratings Services said it assigned its preliminary 'BB-' project rating to methanol producer Natgasoline LLC's $1.16 billion amortizing debt due 2027. The outlook is stable. The preliminary recovery rating of '1' reflects recovery of 90% to 100% in case of a default. The rating reflects the project's construction phase and operational phase risk profiles; S&P assess both at the 'bb-' level. S&P's assessment of construction phase risk stems from the use of a technology that is considered "proven," along with an established contractor and sufficient funding. "The operations phase risk profile reflects expectation of high availability and strong operations, offset by considerable market risk on the input and output sides," said Standard & Poor's credit analyst Michael Ferguson. The project's operations phase score hinges on an assumption of high capacity utilization during the project's life; S&P anticipates that it will reach full availability during 2018, and that scheduled turnarounds will consistently keep the plant's efficiency high. S&P also believes that the project should face minimal feedstock interruption risk, due to its proximity to significant natural gas supplies. The outlook on Natgasoline is stable. This outlook reflects S&P's expectation that the project will complete construction and begin developing methanol during the latter part of 2017, and that its costs in doing so will be in line with early estimates. S&P believes that the project will earn a minimum DSCR of about 1.7x, increasing somewhat as methanol prices improve over time. NEW DIMENSIONS: Case Summary & 8 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: New Dimensions, Inc. 14020 Highway 3, Suite 120 Webster, TX 77598 Case No.: 15-35587 Nature of Business: Health Care Chapter 11 Petition Date: October 23, 2015 Court: United States Bankruptcy Court Southern District of Texas (Houston) Judge: Hon. Marvin Isgur Debtor's Counsel: James Patrick Brady, Esq. ATTORNEY AT LAW 450 N. Texas Ave., Suite A Webster, TX 77598 Tel: 281-484-9300 Fax: 281-484-9360 Email: notices@bradylaw.comcastbiz.net Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Josie Lightfoot, president. A list of the Debtor's eight largest unsecured creditors is available for free at http://bankrupt.com/misc/txsb15-35587.pdf NORTH AMERICAN TUNGSTEN: Terminates Amended SISP, CCAA Stayed ------------------------------------------------------------- North American Tungsten Corporation Ltd. on Oct. 23 disclosed that, pursuant to paragraphs 23 and 24 of the Amended Sale and Investment Solicitation Process, Alvarez & Marsal Canada Inc., in its capacity as court appointed monitor, has terminated the Amended SISP effective October 21, 2015. Due to liquidity issues, NATC filed for Court protection under the CCAA on June 9, 2015. Given the inability to conclude a successful transaction and with the termination of the Amended SISP, the Company and the Monitor will continue to engage with the Company's stakeholders to determine the best path forward in the Company's restructuring proceedings. In the interim, NATC has sought and received an extension of the stay of proceedings under the Amended and Restated Initial Order to November 30, 2015. During the current extension, the Company expects to curtail its mining operations in an orderly way as it prepares the Cantung Mine for care and maintenance. In the meantime, as the Company continues to identify and assess alternatives, all obligations to employees and suppliers of goods and services provided after the filing date will continue to be met. NATC also disclosed that Bryce Porter and Allan Krasnick have resigned from the Board of Directors. The Board of Directors thanked Messrs. Porter and Krasnick for their lengthy service to the Company. About North American Tungsten Corporation Ltd. The Company is a publicly listed Tier 1 Junior Resource Company engaged primarily in the operation, development, and acquisition of tungsten and other related mineral properties in Canada. The Company's 100% owned Cantung mine and Mactung development project make it one of the few tungsten producers with a strategic asset in the western world. Mactung is one of the world's largest known undeveloped high grade tungsten-skarn deposits. NYDJ APPAREL: S&P Lowers Corporate Credit Rating to 'SD' -------------------------------------------------------- Standard & Poor's Ratings Services said it lowered its corporate credit rating on Vernon, Calif.-based NYDJ Apparel LLC to 'SD' from 'B-'. "The downgrade follows NYDJ's announcement that the company amended its $50 million second-lien note (not rated) to allow the only lender, SLL Inc., to assign all of its obligations under the Credit Agreement to Crestview Partners, the company's private equity sponsor, in exchange for cash consideration," said Standard & Poor's credit analyst Mariola Borysiak. Following the exchange, the $37.5 million of the second-lien note became payable to Crestview, and the remaining $12.5 million was contributed to the company as a non-cash equity and canceled. S&P considers such exchange as tantamount to a default, given the current distressed financial condition of the company because of thin covenant cushion and since the investors received less than the original promise of the original security. S&P believes the company completed the exchange to allow it to remain compliant under its financial performance covenants. S&P expects to review the corporate and issue-level ratings in the upcoming days; S&P's analysis will focus on the sustainability of recent performance trends, as well as a review of the company's capital structure, liquidity, and compliance with financial covenants. OW BUNKER: UST Balks at Plan's Treatment of Unsecureds, Release --------------------------------------------------------------- Carmen Germaine at Bankruptcy Law360 reported that a U.S. Trustee on Oct. 18, 2015, objected in Connecticut bankruptcy court to the disclosure statement for marine fuel shipper OW Bunker's Chapter 11 liquidation plan, voicing concerns over the treatment of unsecured creditors and the plan's liability releases. The U.S. Trustee for Region 2, William K. Harrington, listed several issues with the disclosure statement OW Bunker A/S filed on Oct. 14, along with its Chapter 11 liquidation plan, including that the plan required unsecured creditors to give up certain rights in order to collect real money. About O.W. Bunker OW Bunker AS is a global marine fuel (bunker) company founded in Denmark. The company declared bankruptcy on Nov. 7, 2014, following its admission that it had lost US$275 million through a combination of fraud committed by senior executives at its Singaporean unit. The Danish company placed its U.S. subsidiaries -- O.W. Bunker Holding North America Inc., O.W. Bunker North America Inc. and O.W. Bunker USA Inc. -- in Chapter 11 bankruptcy (Bankr. D. Conn. Case Nos. 14-51720 to 14-51722) in Bridgeport, Conn., on Nov. 13, 2014. The U.S. cases are assigned to Judge Alan H.W. Shiff. The U.S. Debtors have tapped Patrick M. Birney, Esq., and Michael R. Enright, Esq., at Robinson & Cole LLP, as counsel. McCracken, Walker & Rhoads LLP is serving as co-counsel. Alvarez & Marsal is the financial advisor. QUANTUM FOODS: UST Balks at Committee Retention of FGMK ------------------------------------------------------- Matt Chiappardi at Bankruptcy Law360 reported that the Office of the U.S. Trustee took issue Oct. 19, 2015, with the Quantum Foods LLC unsecured creditors committee's proposed hire of Chicago accounting firm FGMK LLC, arguing the Committee hasn't shown why the retention is needed or how to pay for it in a case that could be administratively insolvent. In an objection before the Delaware bankruptcy court, the U.S. Trustee's Office argued that the Creditors Committee's application to hire FGMK doesn't provide any detail as to what the firm would do in the case. About Quantum Foods Founded in 1990 and headquartered in Bolingbrook, Illinois, Quantum Foods, LLC -- http://www.quantumfoods.com/-- provides protein products made from beef, poultry and pork. Quantum Foods and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 14-10318) on Feb. 18, 2014, to facilitate the sale of substantially all their business. The Debtors' primary secured indebtedness totals $50.2 million, owing to lenders led by Crystal Financial, LLC, as administrative and collateral agent. Quantum Foods is being advised in its restructuring by Daniel J. McGuire, Esq., Gregory M. Gartland, Esq., and Caitlin S. Barr, Esq., at Winston & Strawn as counsel; M. Blake Cleary, Esq., Kenneth J. Enos, Esq., and Andrew Magaziner, Esq., at Young, Conaway, Stargatt & Taylor, LLP, serve as local counsel. City Capital Advisors is the investment banker. FTI Consulting, Inc. also serves as advisor. BMC Group is the claims and notice agent. The U.S. Trustee for Region 3 appointed five members to the official committee of unsecured creditors in the case. The Committee has retained Triton Capital Partners, Ltd. as financial advisor; and Mark D. Collins, Esq., Russell C. Silberglied, Esq., Michael J. Merchant, Esq., Christopher M. Samis, Esq., and Robert C. Maddox, Esq., at Richards, Layton & Finger, P.A. as counsel. Raging Bull is represented in the case by Van C. Durrer II, Esq., at Skadden Arps Slate Meagher & Flom LLP. Crystal Finance LLC is represented by David S. Berman, Esq., at Riemer & Braunstein LLP. REICHHOLD HOLDINGS: Deadline to Remove Suits Extended to Feb. 24 ---------------------------------------------------------------- U.S. Bankruptcy Judge Mary Walrath has given Reichhold Holdings US, Inc. until Feb. 24, 2016, to file notices of removal of lawsuits involving the company and its affiliates. 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 MEDIA: Hearing Today on VII Peaks Dispute ---------------------------------------------------- James Rainey at Variety.com relates that U.S. Bankruptcy Court Judge Michael Wiles has set an Oct. 27, 2015 hearing for Relativity Media's dispute with VII Peaks Capital. According to Variety.com, VII Peaks privately expressed reservations about re-upping with the Company, after putting a reported $12.5 million into the Company not long before the July 30, 2015 bankruptcy filing. Court documents say that VII Peaks wanted assurances about where it stood in line for eventual repayment, as well as a second seat on the company board and a guarantee of five slots per year for it to release films. Variety.com states attorneys for the Company argued that VII Peaks had signed an agreement in early October to invest the $30 million on an "absolute and unconditional basis." The Company, says the report, asked Judge Wiles to take action to assure that the $30 million would be available for the transaction. VII Peaks' attorney said that his client still hoped to close the deal, if certain "wrinkles" could be worked out, Variety.com relates. 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: Investor Group Completes Acquisition of TV Biz ---------------------------------------------------------------- An investor group composed of Anchorage Capital Group, L.L.C., Falcon Investment Advisors, LLC and Luxor Capital Group, LP on Oct. 20 disclosed that it has completed its purchase of the assets of Relativity Television from the Chapter 11 estate of Relativity Media LLC. Relativity Television will now operate as a fully independent entity led by Tom Forman as Chief Executive Officer and Andrew Marcus as President and Chief Operating Officer. "Relativity Television begins this new chapter as an independent, well-capitalized business that is extremely well-positioned to achieve both near-term growth and long-term success. Importantly, we're fully independent of our former parent company in an era of increasing media consolidation -- and much more nimble and flexible as a result. I am extremely grateful for the confidence that our new owners have demonstrated in me and the company," said Mr. Forman. The Investor Group has committed $75 million in capital to the business to invest in the future growth of the company. The company anticipates rebranding the business to reflect its status as a fully independent production company. Rebranding will be among the initial priorities, and is expected within the next 90 days. Andrew Marcus commented, "We have a clear vision for the business, and we're confident that as we begin this new chapter as an independent company we will successfully expand our non-scripted and scripted businesses, both organically and through additional strategic opportunities. We are extremely excited to rebrand and benefit from the strong financial support and operational expertise of our owners, who are backing their commitment to Relativity Television with significant capital to power our continued growth and increase our capabilities." Mr. Forman added, "The announcement should provide assurance to Relativity Television's employees and business partners, as well as the broader entertainment industry, that we will continue to do what we do best: create and produce outstanding scripted and unscripted television content, while simultaneously growing our business like never before. I'm looking forward to working with a world-class team of employees at the company on the many opportunities ahead, and to rewarding the faith and loyalty that many of our business partners have demonstrated." Tom Forman Biography Tom Forman is Chief Executive Officer of Relativity Television. He received NATPE's 2011 Innovator Award for the company's series "Coming Home," which airs on Lifetime. Before joining Relativity, Mr. Forman ran Tom Forman Productions, an independent television production company within CBS Television Studios. TFP was responsible for series and pilots airing on CBS, including the award-winning and controversial social experiment "Kid Nation." Mr. Forman previously worked with international television producer Endemol, creating and producing original unscripted series. During this time, Mr. Forman created and produced the hit ABC show "Extreme Makeover: Home Edition," which ran for 11 seasons. He won two Emmy Awards® and two People's Choice awards for the show. At Endemol Forman also created and produced "Back on Campus," an original series for ABC Family, and executive produced "Todd TV" for FX. Earlier in his career, Mr. Forman oversaw network, cable and syndicated shows and projects for CBS News, including a 5-year stint on the long-running newsmagazine "48 Hours." In 2001 Mr. Forman was tapped to lead CBS News' production of "9/11," a documentary that first aired on the six-month anniversary of the September 11 attacks. Mr. Forman shared in the documentary's Emmy, Peabody, Edward R. Murrow and WGA awards. Andrew Marcus Biography Andrew Marcus is President and Chief Operating Officer of Relativity Television. Since January 2013, he has been responsible for leading the studio's worldwide growth. Mr. Marcus oversees scripted development, packaging and production as well as non-scripted and scripted acquisitions, distribution, and financing efforts. Additionally, Mr. Marcus directs the studio's corporate strategy, mergers and acquisitions, business development, business affairs and operations. Prior to his current role, Mr. Marcus served as Chief Operating Officer and President of Corporate Development & Strategy for Relativity Media, overseeing the company's growth from a four-person start-up in 2005 into a diversified independent media company. While COO of Relativity Media, Mr. Marcus was responsible for international distribution, single picture finance, corporate strategy, mergers and acquisitions, operations, business affairs and business development for the company. Mr. Marcus led the structuring, financing and execution of major transactions, including Relativity's Pay-TV deal with Netflix, 6 film slate co-financing deals with Sony and Universal, the acquisition of the Rogue Pictures library, the acquisition of Overture Films, more than 15 international distribution output deals, domestic distribution output deals with Universal and Lionsgate, the formation of RelativityREAL television productions (now Relativity Television), and many single picture financings. Mr. Marcus' previous entertainment industry experience includes managing production at GreeneStreet Films, and Miramax Films, where he served as an assistant to co-founder Harvey Weinstein. Marcus began his career in film production with companies including Manifest Films and the Shooting Gallery. e received a B.A. from Duke University and an M.B.A. from Harvard Business School. About Anchorage Capital Group Anchorage Capital Group, L.L.C. is a New York-based registered investment adviser founded in 2003. The firm manages private investment funds across the credit, special situations and illiquid investment markets of North America and Europe using an active long and short basis, with particular focus on defaulted and leveraged issuers. About Falcon Investment Advisors With offices in Boston and New York, Falcon provides innovative capital solutions in amounts of $10 million to $75 million to middle market companies. Since its founding in 2000, Falcon has invested in over 65 companies in a broad range of industries to support acquisitions, recapitalizations, buyouts and organic growth. About Luxor Capital Luxor Capital Group, LP is a registered investment advisory firm located in New York and founded in 2002. Luxor acts as the investment manager to a number of private investment funds and as of August 1, 2015 had approximately $5.8 billion in assets under management. 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: Kavanaugh-Led Group Completes Acquisition ----------------------------------------------------------- Relativity Media LLC on Oct. 21 disclosed that a consortium of investors led by CEO and Chairman Ryan Kavanaugh have completed its acquisition of all Relativity's assets. These transactions represent an important milestone toward the company's emergence from chapter 11 with a significantly fortified balance sheet. Under the terms of the transaction, the consortium acquired Relativity's senior secured debt for $65 million in cash and $60 million in debt. As previously announced, the company has sold its unscripted television division for $125 million. As a next step, the consortium will shortly file a plan of reorganization with the U.S. Bankruptcy Court detailing the company's capital structure and its strategy for long-term growth with film, digital, music, sports and branded entertainment. These transactions will effectively reduce the debt on Relativity's balance sheet by approximately 90 percent. Mr. Kavanaugh stated, "I am proud to say that we are moving quickly toward emerging from chapter 11 with a healthy balance sheet and an incredibly strong collection of assets, including Relativity Studios. We thank our partners and investors who have worked tirelessly to get us to this point, and our employees for their continued focus and commitment. Together, we will continue to build Relativity's asset base to offer brands unique access to a fully integrated 360 degree content engine." The investor group, dubbed TJ, added: "Relativity's 360 degree content engine is one which we have not seen in any other content company. The ways in which content is created and distributed, while incorporating and partnering with global brands, is highly unique. When that is paired with Relativity's risk adjusted model, the scripted television platform and their joint ventures in India and China, it makes the future particularly exciting. We look forward to building the new Relativity and taking it to the level at which the company belongs." 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: Statement on Recent Acquisition ------------------------------------------------- Relativity Media LLC on October 20, 2015, said it has achieved an important milestone toward its emergence from chapter 11 with a significantly fortified balance sheet. An investor group led by Chairman and CEO Ryan Kavanaugh has closed transactions to sell the television division for $125 million and to acquire the rest of the company. While the financial structure of the transaction has changed, the Company anticipates the Court to ratify this in the next 48 to 72 hours. This simply means that Relativity anticipates that it will emerge with all of its pre-chapter 11 assets and operating businesses, having sold the unscripted television business only, with almost 90 percent of its debt off of its balance sheet. In the near future, Relativity will file a plan of reorganization with the Court that will detail the company's capital structure and its strategy for long-term growth with film, digital, music, sports and branded entertainment, continuing to build its asset base to offer brands unique access to a fully integrated 360 degree content engine. "We thank our partners who have bent over backwards to help make this work, including Anchorage, Luxor, Falcon and Elliott," Relativity said. 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: Wants Infiltrator Film Deal With Producer Okayed ------------------------------------------------------------------ Jonathan Randles at Bankruptcy Law360 reported that Relativity Media on Oct. 19, 2015, asked a New York bankruptcy judge to sign off on a settlement between the entertainment company and producers behind the soon-to-be released crime drama "The Infiltrator" starring Bryan Cranston over Relativity's role as the film's foreign sales agent. The settlement releases Relativity's foreign affiliate from liability stemming from the termination of an underlying sales agreement that was nixed weeks before the company filed for Chapter 11 in July. The Infiltrator is one of several films coming down the pipe. About Relativity Relativity -- http://relativitymedia.com/-- is a next-generation global media company engaged in multiple aspects of content production and distribution, including movies, television, sports, digital and music. More than just a collection of entertainment- related businesses, Relativity is a content engine with the ability to leverage each of these business units, independently and together, to create content across all mediums, giving consumers what they want, when they want it. Relativity Studios, the Company's largest division, has produced, distributed or structured financing for more than 200 motion pictures, generating more than $17 billion in worldwide box-office revenue and earning 60 Oscar nominations. Relativity's films include Oculus, Safe Haven, Act of Valor, Immortals, Limitless, and The Fighter. Relativity Media LLC and its affiliates sought protection under Chapter 11 of the Bankruptcy Code on July 30, 2015 (Bankr. S.D.N.Y., Case No. 15-11989). The case is assigned to Judge Michael E. Wiles. The Debtors are represented by Craig A. Wolfe, Esq., Malani J. Cademartori, Esq., and Blanka K. Wolfe, Esq., at Sheppard Mullin Richter & Hampton LLP, in New York; and Richard L. Wynne, Esq., Bennett L. Spiegel, Esq., and Lori Sinanyan, Esq., at Jones Day, in New York. Brian Kushner of FTI Consulting, Inc., serves as chief restructuring officer and crisis and turnaround manager. Luke Schaeffer of FTI Consulting, Inc., serves as deputy CRO. Blackstone Advisory Partners L.P. serves as the Debtors' investment banker. The team is led by Timothy Coleman, Senior Managing Director, CJ Brown, Senior Managing Director, Paul Sheaffer, Vice President, and Joseph Goldschmid, Associate. The Debtors' noticing and claims agent is Donlin, Recano & Company, Inc. RELATIVITY MEDIA: Will Get $29MM From Joseph Nicholas ----------------------------------------------------- Joseph G. Nicholas, founder of a Chicago firm that analyzes hedge funds, will pump $29 million into Relativity Media to pay off senior lenders and allow Ryan Kavanaugh to maintain his leadership of the company, minus its television division, court documents say. Mr. Kavanaugh, according to the court documents, will commit $1 million toward completing the transaction. James Rainey at Variety.com relates that sources inside the Company said they believed the investors were willing to re-up with the Company and Mr. Kavanaugh because they believe they have no other hope of recouping some of their earlier payments. David Lieberman at Deadline.com reports that U.S. Bankruptcy Judge Michael Wiles has postponed ruling on the Company's debtor-in-possession financing plan submitted in the middle of the night. Deadline.com quoted Judge Wiles as saying, "It would be hard for me, with a document filed at 1:30 in the morning, to approve it at 11:00." The report adds that Judge Wiles described the filing updating the DIP facility terms as "opaque" and would require word-by-word comparisons with previous filings. A group controlled by Paul Singer's hedge fund Elliott Associates, and its Manchester Securities subsidiary, has taken over the DIP loan, which originally gave the Company $49.5 million but had been revalued to $35 million, Deadline.com relates, citing Bennett Spiegel, Esq., the attorney for the Company. The report states that the buying group led by Mr. Kavanaugh will have to repay half of that, $17.5 million, by the time the Company restructures, which is expected in January 2016, while the remainder might be converted into equity. According to Deadline.com, the Company agreed to offer clarified documents well ahead of a hearing to go over it on Tuesday afternoon. The Company said in a statement that "the U.S. Bankruptcy Court simply asked attorneys for Relativity and its lenders to redline the filing regarding Relativity's debtor-in-possession financing before approving it and remove other documents which do not need the Court's blessing, which is fully expected at a hearing on Tuesday. The acquisition by the Ryan Kavanaugh-led investor group of the Company's outstanding senior secured debt has in fact closed and does not need court approval. Any suggestion to the contrary is simply not true, irresponsible, and a mischaracterization of what took place." Deadline.com says that negotiations also are taking place to determine the fate of a $125 million loan from several hedge funds. In the end, the Company will be left with no more than $60 million in debt, the report states, citing Mr. Spiegel. 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. RYDER MEMORIAL: S&P Revises Outlook to Neg. & Affirms 'BB-' Rating ------------------------------------------------------------------ Standard & Poor's Ratings Services revised its outlook to negative from stable on Puerto Rico Industrial Medical Higher Education and Environmental Pollution Control Facilities Financial Authority's $8.4 million series 1994A bonds, issued for Ryder Memorial Hospital (Ryder). At the same time, S&P affirmed its 'BB-' long-term rating on the bonds. "The negative outlook on Ryder reflects the tenuous financial situation in Puerto Rico overall and the uncertain future of government reimbursement for all Puerto Rico hospitals," said Standard & Poor's credit analyst Jennifer Soule. S&P recently lowered its bond ratings on Puerto Rico to 'CC' in September 2015. "We assessed Ryder's enterprise profile as adequate characterized by dominant market share across a large primary service area, although the population is expected to decline in future years and carries anemic wealth and income indicators, as does much of Puerto Rico. We assessed its financial profile as vulnerable with light financial operating performance and thin balance sheet metrics for the rating level. Also contributing to the rating decision is Ryder's small revenue base and heavy reliance on government reimbursement. Combined, we think these credit factors lead to an indicative assessment of 'bb-' and a final rating of 'BB-'. We expect Ryder's overall enterprise profile to remain largely unchanged, along with its financial profile, unless there are significant cuts in government funding, a credit factor we will closely monitor over time. Ryder is expected to add a $2.9 million loan to its debt profile in the coming months, debt we were aware of in our 2014 review, to support a small expansion project," S& noted. A pledge of Ryder's gross receipts of the 165-staffed bed hospital in Humacao, P.R. secures the bonds. All of Ryder's debt is fixed rate, and the organization is not a party to any swap transactions. Standard & Poor's rating and analysis incorporates the consolidated results unless otherwise noted. In fiscal 2014, the hospital accounted for the majority of total revenue. The rating is based on S&P's view of Ryder's group credit profile and the obligated group's core status. Accordingly, the bonds are rated at the same level as the group credit profile. The negative outlook reflects S&P's view of uncertain future government funding for Ryder. Otherwise, S&P thinks Ryder's enterprise and financial profiles are indicative of the 'BB-' rating. S&P could lower the rating within the one-year outlook period if Ryder falls short of S&P's expectations for fiscal 2015, and/or, if its debt service coverage doesn't improve to at least 1.5x through fiscal 2015 year-end. Any significant use of debt beyond S&P's current expectations, or use of unrestricted reserves could also be given negative consideration. S&P will also continue to monitor Ryder's receipt of government reimbursement and the impact of any future reductions in funding. S&P could revise the outlook to stable if future funding for Medicare Advantage and Medicaid stabilize for the long-term in Puerto Rico. Absent this uncertainty, S&P thinks that the bond rating on Ryder is well suited at the current rating level and that over time an upgrade is possible if it maintains its enterprise strengths, reports two-to-three years of 1%-2% operating margins, and if balance sheet metrics improve to 'BB' rating levels. SABRE INDUSTRIES: S&P Affirms 'B' Corp. Credit Rating ----------------------------------------------------- Standard & Poor's Ratings Services said it affirmed its 'B' corporate credit rating on Alvarado, Texas-based Sabre Industries Inc. The outlook is stable. At the same time, S&P affirmed its 'B+' issue-level rating on the company's $320 million senior secured credit facilities (one-notch higher than the corporate credit rating). The recovery rating is '2', indicating S&P's expectation of substantial (70% to 90%) recovery in the event of a payment default (low end of the range). S&P has revised Sabre's anchor score to 'b-' from 'b' based on the company's continued maintenance of very high leverage metrics. The revision has no effect on the issuer and debt-level ratings as S&P modified the anchor score one notch upward to result in the 'B' corporate credit rating to reflect S&P's expectation that leverage measures will improve over the next 12 months, as well as S&P's favorable view of Sabre's position in its niche markets and long term favorable demand fundamentals for Sabre's products which serve electrical utility and telecomm markets. "The stable outlook reflects our belief that Sabre's revenues and EBITDA generation will improve over the next 12 months," said Standard & Poor's credit analyst Pablo Garces. "The outlook further reflects our opinion that EBITDA margins will improve over the same time period as fixed costs are spread over a larger revenue base as Sabre completes its first full year since its acquisition of FWT. We believe this will improve Sabre's debt to EBITDA leverage measures, which should approach 7.7x by the end of fiscal 2016, ending April 2016. In this scenario we also expect liquidity to remain adequate." S&P could lower its rating on Sabre if the company's liquidity were to deteriorate in a meaningful way, due to an unexpected decline in earnings, resulting in liquidity sources exceeding liquidity uses by less than 1.5x over the next 12 months. S&P could also lower the rating if leverage does not continue on its recent improving trend. S&P could envision such scenarios if Sabre's profit margins dropped due to the pricing environment being more competitive than currently predicted. While S&P considers an upgrade in Sabre's rating unlikely in the next 12 months, it could raise the company's rating if S&P was to take a more positive view of its business risk in the longer term, supported by the company continuing to meaningfully expand and diversify its customer base. That, in addition to a normalization of earnings (from an EBITDA margin perspective) over the next 12 months, could cause S&P to reassess Sabre's current "weak" business risk profile as "fair." SILVERADO STREET: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: Silverado Street LLC 601 Figueroa Street #4050 Los Angeles, CA 90017 Case No.: 15-26357 Chapter 11 Petition Date: October 24, 2015 Court: United States Bankruptcy Court Central District of California (Los Angeles) Judge: Hon. Robert N. Kwan Debtor's Counsel: James J Lee, Esq. LEGAL OFFICES OF JAMES J LEE 2620 Regatta Dr Ste 102 Las Vegas, NV 89128 Email: arbitration@leelawonline.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to $50 million The petition was signed by Amr Aljassim, managing member. The Debtor did not include a list of its largest unsecured creditors when it filed the petition. SKYSTAR BIO-PHARMACEUTICAL: Receives Nasdaq Delisting Notice ------------------------------------------------------------ Skystar Bio-Pharmaceutical Company, a China-based manufacturer and distributor of veterinary medicine, vaccines, micro-organisms and feed additives, on Oct. 23 disclosed that on October 20, 2015 it received a letter from NASDAQ Stock Market indicating that that Skystar failed to comply with Nasdaq's filing requirement set forth in Listing Rule 5250(c)(1) because it failed to file its Form 10-K for the fiscal year ended December 31, 2014, and Forms 10-Q for the periods ended March 31, and June 30, 2015, respectively. Based on its review of the materials submitted by Skystar, Nasdaq's staff granted Skystar an exception until October 12, 2015, to file the Delinquent Reports and thereby regain compliance with the Rule. The notification letter indicated that because the Company has not filed the Delinquent Reports and does not meet the terms of the Exception. Nasdaq also notified Skystar of two additional, and separate, bases for delisting under Listing Rule 5250(b)(1) (failure to disclose material non-public information) and Listing Rule 5101 (public interest concerns). The information to which Nasdaq referred was the conduct by Skystar's audit committee of an internal investigation into certain allegations, raised by Skystar's auditors, that the auditors had been presented by Skystar personnel with false bank documents relating to one bank account. The public interest concerns arise from the audit committee's determination that a low level employee had falsified bank documents relating to one bank account, which were then provided to the auditors by other Skystar personnel who were unaware of the falsehood. The employee who falsified the document is no longer with Skystar. After the audit committee concluded its investigation, the Company's external auditors have resumed their audit of Skystar's financial statements for the year ended December 31, 2014. Nasdaq's notice indicated that all of the foregoing constituted a basis for delisting by Nasdaq. NASDAQ Delisting Action Skystar intends to request a review of the delisting determination by NASDAQ's Listing Qualifications Panel. The hearing is generally scheduled approximately 30-45 days after the date of the hearing request. Unless Skystar files a request for a hearing, Skystar's common stock will be suspended from trading on October 29, 2015. A request for a hearing regarding a delinquent filing will stay the suspension for a period of 15 days from the date of the request. Pursuant to the procedures set forth in the Nasdaq Listing Rule 5800 Series, when Skystar requests a hearing, Skystar will request a stay of the suspension, pending the hearing. A Panel will review the request for an extended stay and notify Skystar of its conclusion as soon as is practicable but in any event no later than 15 calendar days following the deadline to request the hearing. Skystar will inform the public of the conclusion of the Panel and subsequent hearing date. About Skystar Bio-Pharmaceutical Company Skystar -- http://www.skystarbio-pharmaceutical.com-- is a China-based developer, manufacturer and distributor of veterinary healthcare and medical care products. Skystar has four product lines: veterinary medicines, probiotics, vaccines and feed additives formulated and packaged in house across several modern manufacturing and distributions facilities. Skystar's distribution network includes almost 3,000 distribution agents of which 360 are franchised stores with exclusivity agreements covering 29 provinces throughout China. STANDARD REGISTER: Hearing on Plan, Disclosures Set for Nov. 19 --------------------------------------------------------------- The U.S. Bankruptcy Court in Delaware is set to hold a hearing on November 19 to consider approval of The Standard Register Co.'s proposed Chapter 11 liquidation plan and disclosure statement. Creditors entitled to vote on the plan have until November 2 to cast their votes. Objections to approval of the plan must also be filed on or before that date, according to court filings. Assets of Standard Register and its affiliates were sold to Taylor Corp., a privately held company. According to the disclosure statement, the proceeds from the sale were used to pay Standard Register's debtor-in-possession financing, claims of the first lien term lenders, and a portion of the claims of the second lien term lenders. The company also used the proceeds to fund the $5 million GUC cash payment. Taylor also assumed certain limited obligations and advanced $15.076 million for payment of claims related to the wind-down of the companies and their Chapter 11 cases. Standard Register used a portion of that amount to loan $600,000 to the GUC Trust. The liquidation plan proposes to pay 1% of the allowed claims of general unsecured creditors. About Standard Register Standard Register provides market-specific insights and a compelling portfolio of workflow, content and analytics solutions to address the changing business landscape in healthcare, financial services, manufacturing and retail markets. The Company has operations in all U.S. states and Puerto Rico, and currently employs 3,500 full-time employees and 16 part-time employees. The Standard Register Company and 10 affiliated debtors sought Chapter 11 protection in Delaware on March 12, 2015, with plans to launch a sale process where its largest secured lender would serve as stalking horse bidder in an auction. The cases are pending before the Honorable Judge Brendan L. Shannon and are jointly administered under Case No. 15-10541. The Debtors have tapped Gibson, Dunn & Crutcher LLP and Young Conaway Stargatt & Taylor LLP as counsel; McKinsey Recovery & Transformation Services U.S., LLC, as restructuring advisors; and Prime Clerk LLC as claims agent. The Official Committee of Unsecured Creditors tapped Lowenstein Sandler LLP as its counsel and Jefferies LLC as its exclusive investment banker. STANDARD REGISTER: Says Pennsylvania Tax Liability Must Be Slashed ------------------------------------------------------------------ Caroline Simson at Bankruptcy Law360 reported that the Standard Register Co. estate told a Delaware bankruptcy judge on Oct. 19, 2015, that a claim filed against it by the Pennsylvania Department of Revenue must be cut, saying the department incorrectly included more than $1.9 million in sales and purchases on its list of items where taxes should have been assessed. The estate for the printing and communications company told the court that an audit the department relied on to calculate its $290,000 claim, which was based on an average of sales and purchases. About Standard Register Standard Register provides market-specific insights and a compelling portfolio of workflow, content and analytics solutions to address the changing business landscape in healthcare, financial services, manufacturing and retail markets. The Company has operations in all U.S. states and Puerto Rico, and currently employs 3,500 full-time employees and 16 part-time employees. The Standard Register Company and 10 affiliated debtors sought Chapter 11 protection in Delaware on March 12, 2015, with plans to launch a sale process where its largest secured lender would serve as stalking horse bidder in an auction. The cases are pending before the Honorable Judge Brendan L. Shannon and are jointly administered under Case No. 15-10541. The Debtors have tapped Gibson, Dunn & Crutcher LLP and Young Conaway Stargatt & Taylor LLP as counsel; McKinsey Recovery & Transformation Services U.S., LLC, as restructuring advisors; and Prime Clerk LLC as claims agent. The Official Committee of Unsecured Creditors tapped Lowenstein Sandler LLP as its counsel and Jefferies LLC as its exclusive investment banker. STANDARD REGISTER: Sets Nov. 13 as Pension Claims Bar Date ---------------------------------------------------------- The Standard Register Co. has set a Nov. 13 deadline for retired workers to file a proof of claim for pension benefits under any defined contribution plan. This deadline is called a "bar date" because it means that creditors who come forward after that date may be "barred" from ever filing a claim against the company. About Standard Register Standard Register provides market-specific insights and a compelling portfolio of workflow, content and analytics solutions to address the changing business landscape in healthcare, financial services, manufacturing and retail markets. The Company has operations in all U.S. states and Puerto Rico, and currently employs 3,500 full-time employees and 16 part-time employees. The Standard Register Company and 10 affiliated debtors sought Chapter 11 protection in Delaware on March 12, 2015, with plans to launch a sale process where its largest secured lender would serve as stalking horse bidder in an auction. The cases are pending before the Honorable Judge Brendan L. Shannon and are jointly administered under Case No. 15-10541. The Debtors have tapped Gibson, Dunn & Crutcher LLP and Young Conaway Stargatt & Taylor LLP as counsel; McKinsey Recovery & Transformation Services U.S., LLC, as restructuring advisors; and Prime Clerk LLC as claims agent. The Official Committee of Unsecured Creditors tapped Lowenstein Sandler LLP as its counsel and Jefferies LLC as its exclusive investment banker. STANDARD REGISTER: To Sell Terre Haute Property for $149,082 ------------------------------------------------------------ The Standard Register Co. announced in a court filing that it is selling a parcel of real property located at 1251 North Fruitridge Avenue, in Terre Haute, Indiana. The property will be sold to Eric and Holly Wuestefeld for $149,082, "free and clear of liens, claims, encumbrances and other interests." The buyers are not an affiliate or insider of the company, according to its lawyer, Andrew Magaziner, Esq., at Young Conaway Stargatt & Taylor LLP, in Wilmington, Delaware. About Standard Register Standard Register provides market-specific insights and a compelling portfolio of workflow, content and analytics solutions to address the changing business landscape in healthcare, financial services, manufacturing and retail markets. The Company has operations in all U.S. states and Puerto Rico, and currently employs 3,500 full-time employees and 16 part-time employees. The Standard Register Company and 10 affiliated debtors sought Chapter 11 protection in Delaware on March 12, 2015, with plans to launch a sale process where its largest secured lender would serve as stalking horse bidder in an auction. The cases are pending before the Honorable Judge Brendan L. Shannon and are jointly administered under Case No. 15-10541. The Debtors have tapped Gibson, Dunn & Crutcher LLP and Young Conaway Stargatt & Taylor LLP as counsel; McKinsey Recovery & Transformation Services U.S., LLC, as restructuring advisors; and Prime Clerk LLC as claims agent. The Official Committee of Unsecured Creditors tapped Lowenstein Sandler LLP as its counsel and Jefferies LLC as its exclusive investment banker. THANE INTERNATIONAL: Chapter 15 Case Summary -------------------------------------------- Chapter 15 Petitioner: Richter Advisory Group Inc. 181 Bay Street, Suite 3320 Bay Wellington Tower Toronto, ON M5J 2T3 Canada Chapter 15 Debtor Case No. ----------------- -------- Thane International, Inc. 15-12186 2321 Rosecrans Avenue El Segundo, CA 90245 Thane Direct, Inc. 15-12187 TDG, Inc. 15-12188 West Coast Direct Marketing, Inc. 15-12189 Thane Direct Company 15-12190 Thane Direct Canada Inc. 15-12191 Thane Direct Marketing, Inc. 15-12192 Type of Business: The Thane Group operates a multi-national direct response business. The Thane Group focuses on the sale of unique consumer products using developed promotional programs with product development (in-house and through third parties), manufacturing (through third parties) and distribution (in-house and through third parties) directly to consumers locally and globally as well as distribution of those products through traditional retail store distribution channels to consumers. Chapter 15 Petition Date: October 23, 2015 Court: United States Bankruptcy Court District of Delaware (Delaware) Chapter 15 Petitioner's Mark L. Desgrosseilliers, Esq. Counsel: Morgan L. Patterson, Esq. Nicholas T. Verna, Esq. WOMBLE CARLYLE SANDRIDGE & RICE, LLP 222 Delaware Avenue, Suite 1501 Wilmington, DE 19801 Email: mdesgrosseilliers@wcsr.com mpatterson@wcsr.com nverna@wcsr.com Estimated Assets: $10 million to $50 million Estimated Debts: $100 million to $500 million THANE INTERNATIONAL: Chapter 15 Petition Filed in Delaware ---------------------------------------------------------- Thane International, Inc., and six of its affiliates are seeking recognition in the United States of proceedings pending in Toronto, Ontario, Canada, which includes proceedings under both Canadian federal and provincial law. Richter Advisory Group Inc., as receiver pursuant to Section 243(1) of the Bankruptcy and Insolvency Act (Canada) and as receiver pursuant to Section 101 of the Ontario's Courts of Justice Act, filed a petition under Chapter 15 of the U.S. Bankruptcy Code (Bankr. D. Del. Proposed Lead Case No. 15-12186) on Oct. 23, 2015, to consummate a sale of the Debtors' assets. The Debtors, with a head office located in Mississauga, Ontario, are a global direct response enterprise with a focus on the sale of unique customer products. They offer steam-cleaning machines, non-stick cookware products, dog training products, bras, ovens, gym equipment, battery-powered portable EMS devices, and muscle toning and aerobic training products. The Debtors' distribution platform includes lease facilities in the United States, the United Kingdom, Australia, Scandinavia, and Mexico. Pritesh Patel, vice president of Richter Advisory Group Inc., said that from 2008-2011, the Thane Group experienced unprecedented product success with the X-5 Steam Mop and the Swivel Sweeper, Abdoer Twist, and Abtronic. However, Mr. Patel maintained, the Debtors' financial performance began to decline in 2013 as their markets began to shift and long format television advertising and sales began to decline in the U.S. and Canada. According to Mr. Patel, new products were coming online that were not as successful as the Steam Mop program. The Thane Group's annualized adjusted EBITDA decreased to approximately $16 million in 2014 and $7 million in 2015, as compared to approximately $40 million in 2013, Court documents show. Furthermore, the Thane Group's financial results have continued to deteriorate year to date resulting in an EBITDA loss of approximately $2 million as of Aug. 31, 2015. Based on the Thane Group's financial results as of August 2015, assets include cash of approximately $5,000,000, net accounts receivable (excluding intercompany receivables) of approximately $13,200,000 and net inventory of approximately $14,400,000. The Thane Group also has a book value of other assets (other than trade accounts receivable and inventory) of approximately $17,000,000 million as of Aug. 31, 2015. Trade creditors are owed about $10 million, approximately $188,000 of which relates to the Thane Debtors incorporated in the United States. Mr. Patel said that due to the declining position, the Thane Debtors did not contest the appointment of a receiver in the Canadian Proceeding, and on Oct. 23, 2015, an order was entered in the Canadian Proceeding appointing the Receiver for the Thane Debtors. Substantially all of the Thane Group's assets are collateral for a senior term and revolving credit facility provided by Bank of Montreal, as syndication agent and administrative agent for itself, National Bank of Canada and HSBC Bank Canada as lenders. The outstanding borrowings, exclusive of interest, under the senior credit facilities total approximately $96 million. The Thane Group has not made any principal or interest payments to the Senior Lenders since November 2013 and November 2014, respectively. On Sept. 30, 2013, the Thane Group borrowers defaulted on certain of their covenants and obligations to the Senior Lenders. The Senior Lenders agreed to forbear from exercising certain of their rights and remedies and to provide further loans pursuant to the terms and conditions set out in a forbearance agreement originally dated Nov. 12, 2013, and subsequently amended and restated on May 26, 2014. The Forbearance Agreement contemplated that the Thane Group engage in a sales process for the Thane Business. Sales Process The Thane Group engaged SSG Capital Advisors to conduct the sales process, which commenced in July 2014. On May 22, 2015, after an extensive marketing effort, Amir Tukulj and Russel Orelowitz, the current management of the Thane Group, entered into a letter of intent with the Senior Lenders with respect to the purchase of all or substantially all of the assets the Thane Group. The terms and conditions of the Purchase Transaction are now set forth in that certain Offer to Purchase, by and between the Receiver, as seller and 9472541 Canada Inc. ("New Thane Holdco"), 9472550 Canada Inc., 635427, Inc. and 652134 Limited, as purchasers (the "New Thane Purchasers"), dated Oct. 16, 2015. Pursuant to the Purchase Agreement, substantially all of the business operated by the Thane Debtors and certain of their affiliates will be acquired by the New Thane Purchasers. The shares of New Thane Holdco will initially be owned indirectly by the two of the three existing Senior Lenders (BMO and National Bank of Canada), as to a minority interest, and certain of the existing management team of the Thane Group, as to the remaining majority interest. The New Thane Purchasers have offered to purchase the Thane Business for a purchase price of approximately $50 million. The purchase price is to be funded by way of financing to be provided to New Thane Holdco by the Senior Lenders, and the cash proceeds of the transaction are to be immediately distributed by the Receiver, which distribution may be effected by way of direction, and applied in reduction of the existing indebtedness owed to the Senior Lenders. The New Thane Purchasers have been incorporated as Canadian corporations (with the exception a subsidiary of New Thane Holdco which has been incorporated in the U.K. to hold intellectual property) to acquire the assets and shares making up the Thane Business. BMO and National Bank of Canada, through an intermediary holding company, will hold a total of 35% of the initial overall equity in New Thane Holdco. Amir Tukulj and Russel Orelwitz, on behalf of themselves and other members of the senior management of the Thane Group, will hold a total of 65% of the initial overall equity in New Thane Holdco. BMO is requesting in the Canadian Proceeding that the Receiver be authorized to make an immediate distribution of the cash purchase price paid by the New Thane Purchasers as a payment on account of the indebtedness currently outstanding to the Senior Lenders. If the Purchase Transaction is approved and closes, the indebtedness currently outstanding to the Senior Lenders will be reduced by approximately $50 million. Richter Advisory has engaged Womble Carlyle Sandridge & Rice, LLP as counsel. THANE INTERNATIONAL: Files Confidential Appendices Under Seal ------------------------------------------------------------- Richter Advisory Group Inc., the court-appointed receiver and duly authorized foreign representative for Thane International, Inc., et al., seeks the Bankruptcy Court's authority to file under seal certain appendices to its report dated Oct. 19, 2015, which appendices in turn are attached to the declaration of Pritesh Patel in Support of petition for recognition. The Receiver says the Confidential Appendices contain commercial information, including sensitive financial information, which information the court in the Canadian Proceeding has already ordered filed under seal. Specifically, Confidential Appendix 1 contains an information memorandum prepared and circulated by the Debtors' sale agent, SSG Capital Advisors, LLC. SSG circulated the CIM to potential interested purchase of the Thane Group. Confidential Appendix 2 is a valuation analysis of the Thane Group. "[E]ach of the Confidential Appendices contains information that would be detrimental to the Thane Debtors' ongoing business and that could potentially negatively impact the value of the assets of the Thane Group if such information were made public," the Receiver maintains. The Receiver will provide copies of the Confidential Appendices to the Court and to the Office of the United States Trustees. About Thane International Headquartered in Mississauga, Ontario, the Thane Group operates a multi-national direct response business. The Thane Group focuses on the sale of unique consumer products using developed promotional programs with product development (in-house and through third parties), manufacturing (through third parties) and distribution (in-house and through third parties) directly to consumers locally and globally as well as distribution of those products through traditional retail store distribution channels to consumers. Thane International, Inc., et al., filed Chapter 15 petition (Bankr. D. Del. Proposed Lead Case No. 15-12186) on Oct. 25, 2015. The Debtors estimated assets in the range of $10 million to $50 million and liabilities of more than $100 million. Womble Carlyle Sandridge & Rice, LLP represents the Receiver as counsel. THANE INTERNATIONAL: Joint Administration of Cases Sought --------------------------------------------------------- Richter Advisory Group Inc. -- as the court-appointed receiver and duly authorized foreign representative for Thane International, Inc., Thane Direct, Inc., Thane Direct Company, West Coast Direct Marketing, Inc., TDG, Inc., Thane Direct Canada Inc. and Thane Direct Marketing, Inc. -- has asked the Bankruptcy Court to enter an order directing joint administration of the Chapter 15 cases for procedural purposes only. Specifically, the Receiver requests that the Court maintain one file and one docket for all of these Chapter 15 cases under the case of Thane International, Inc., Docket No. 15-12186. Bankruptcy Rule 1015(b) provides, in pertinent part, that "[i]f . . . 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." The Receiver asserts the Debtors are "affiliates" as that term is defined under Section 101(2) of the Bankruptcy Code. "Given the integrated nature of the Thane Debtors' operations, joint administration of these chapter 15 cases will provide significant administrative convenience without harming the substantive rights of any party in interest," says Mark L. Desgrosseilliers, Esq., at Womble Carlyle Sandridge & Rice, LLP, attorney for the Receiver. He adds that joint administration also will allow the Office of the United States Trustee for the District of Delaware and all parties-in-interest to monitor these Chapter 15 cases with greater ease and efficiency. About Thane International Headquartered in Mississauga, Ontario, the Thane Group operates a multi-national direct response business. The Thane Group focuses on the sale of unique consumer products using developed promotional programs with product development (in-house and through third parties), manufacturing (through third parties) and distribution (in-house and through third parties) directly to consumers locally and globally as well as distribution of those products through traditional retail store distribution channels to consumers. Thane International, Inc., et al., filed Chapter 15 petition (Bankr. D. Del. Proposed Lead Case No. 15-12186) on Oct. 25, 2015. The Debtors estimated assets in the range of $10 million to $50 million and liabilities of more than $100 million. THANE INTERNATIONAL: Receiver Seeks Stay of U.S. Actions -------------------------------------------------------- Richter Advisory Group Inc., the court-appointed receiver and duly authorized foreign representative for Thane International, Inc., et al., seeks entry of a temporary restraining order staying execution against the assets of the Debtors located in the United States. According to documents filed with the Court, the principal purpose of the Canadian Proceeding is to facilitate a sale of the assets of the Debtors with the supervision and approval of the Canadian Courts. The commencement of the Canadian Proceeding, among other things, (i) vested control of the Debtors' business, property, and affairs with the Receiver, (ii) imposed a stay on the rights of creditors, and (iii) prevented commencement or continuation of all proceedings against the Debtors. The Receiver believes that a stay of proceedings against the Debtors' assets in the United States is crucial to preserve key contracts and prevent any creditors of the Thane Group from pursuing remedies and taking other action that may have a cascading and devastating effect and result in significant erosion in enterprise value to the detriment of all stakeholders. About Thane International Headquartered in Mississauga, Ontario, the Thane Group operates a multi-national direct response business. The Thane Group focuses on the sale of unique consumer products using developed promotional programs with product development (in-house and through third parties), manufacturing (through third parties) and distribution (in-house and through third parties) directly to consumers locally and globally as well as distribution of those products through traditional retail store distribution channels to consumers. Thane International, Inc., et al., filed Chapter 15 petition (Bankr. D. Del. Proposed Lead Case No. 15-12186) on Oct. 25, 2015. The Debtors estimated assets in the range of $10 million to $50 million and liabilities of more than $100 million. Womble Carlyle Sandridge & Rice, LLP represents the Receiver as counsel. TIANYIN PHARMA: Receives NYSE MKT Listing Non-Compliance Notice --------------------------------------------------------------- Tianyin Pharmaceutical Inc., a pharmaceutical company that specializes in the patented biopharmaceutical, modernized traditional Chinese medicine (mTCM), branded generics and active pharmaceutical ingredients (API), received notice on October 16, 2015 from the NYSE MKT LLC indicating that the Company is below certain of the Exchange's continued listing standards, as set forth in Sections 134 and 1101 of the NYSE MKT Company Guide, due to the delay in filing of its Annual Report on Form 10-K for the year ended June 30, 2015. Under NYSE MKT rules, until the Company files the Form 10-K, its common stock will remain listed on the NYSE MKT under the symbol "TPI," but will be assigned an ".LF" indicator to signify late filing status. Five business days following the receipt of the noncompliance letter, the Company will be added to the list of NYSE MKT noncompliant issuers on the website and the indicator will be disseminated with the Company's ticker symbol. The indicator will be removed when the Company has regained compliance with all applicable continued listing standards. In order to maintain its listing, the Company must submit a plan of compliance by November 15, 2015 addressing how it intends to regain compliance with Sections 134 and 1101 of the NYSE MKT Company Guide by April 15, 2016. If the plan is accepted, the Company may be able to continue its listing but will be subject to periodic reviews by the Exchange. If the plan is not accepted or if it is accepted but the Company is not in compliance with the continued listing standards by April 15, 2016, or if the Company does not make progress consistent with the plan, the Exchange will initiate delisting procedures as appropriate. The Company intends to submit a compliance plan on or before the deadline set by the Exchange. Currently the Company is working diligently to compile and disseminate the information required to be included in the Form 10-K. The Company expects to file the Form 10-K before the deadline set by the Exchange. About TPI Headquartered at Chengdu, China, TPI -- http://www.tianyinpharma.com-- is a pharmaceutical company that specializes in the development, manufacturing, marketing and sales of patented biopharmaceutical, mTCM, branded generics and API. TPI currently manufactures a comprehensive portfolio of 58 products, 24 of which are listed in the highly selective national medicine reimbursement list, 10 are included in the essential drug list (EDL) of China. TPI's pipeline targets various high incidence healthcare indications. TOWER PARK: 9th Circ. Affirms Dismissal of Family Trust's Suit -------------------------------------------------------------- The United States Court of Appeals for the Ninth Circuit affirmed the judgement of the district court dismissing the case captioned ALEXANDER HUGHES, Sole Non-Contingent Beneficiary of the Mark Hughes Family Trust, Appellant, v. TOWER PARK PROPERTIES, LLC, Appellee, NO. 13-56045 (9th Cir.), relating to IN THE MATTER OF: TOWER PARK PROPERTIES, LLC, Debtor, for lack of standing. The action arises from a question whether a beneficiary of a trust who disagrees with the way the trust was administered by former trustees is a "party in interest" with standing to object to the bankruptcy court's approval of a settlement agreement between a debtor, creditor entities held by the trust, and the former trustees. The Ninth Circuit held that the trust beneficiary does not have party-in-interest standing to object to the settlement, at least where his interests are adequately represented by a party-in-interest trustee. A full-text copy of the Opinion dated September 28, 2015, is available at http://is.gd/vfzKPzfrom Leagle.com. Appellant is represented by Scott D. Bertzyk, Esq. -- bertzyks@gtlaw.com -- Eric V. Rowen, Esq. -- rowene@gtlaw.com -- Howard J. Steinberg, Esq. -- steinbergh@gtlaw.com -- Kevin P. Garland, Karin Bohmholdt, Esq. -- bohmholdtk@gtlaw.com -- and Matthew R. Gershman, Esq. -- gershmanm@gtlaw.com -- GREENBERG TRAURIG, LLP, Los Angeles, California. Appellee is represented by Jeremy V. Richards, Esq. -- jrichards@pszjlaw.com -- and Dean A. Ziehl, Esq. --dziehl@pszjlaw.com -- PACHULSKI, STANG, ZIEHL & JONES LLP, Los Angeles, California; David B. Golubchik, Esq. -- dbg@lnbyb.com -- and Daniel H. Reiss, Esq. -- dhr@lnbyb.com -- LEVENE, NEALE, BENDER, YOO & BRILL L.L.P., Los Angeles, California. Los Angeles, California-based Tower Park Properties, LLC, owns 157 acres on a mountaintop above Beverly Hills. The Company filed for Chapter 11 bankruptcy protection on July 11, 2008 (Bankr. C.D. Calif. Case No. 08-20298). Craig M. Rankin, Esq., at Levene, Neale, Bender, Rankin & Brill, L.L.P., represents the Debtor in its restructuring effort. The Debtor in its petition listed between $100 million and $500 million in estimated assets and $50 million and $100 million in estimated debts. The Troubled Company Reporter, in Oct. 16, 2008, reported that Tower Park filed with the U.S. Bankruptcy Court for the Central District of California a Chapter 11 plan along with an explanatory disclosure statement promising to pay all creditors in full, although not right way. TRANS-INDUSTRIES INC: ERISA Suit Partially Dismissed ---------------------------------------------------- Judge Thomas J. Tucker of the United States Bankruptcy Court for the Eastern District of Michigan, Southern Division, granted in part the motion for summary judgment filed by the Chapter 7 trustee for Trans-Industries, Inc., in the adversary proceeding captioned CHARLES J. TAUNT, TRUSTEE, Plaintiff, v. JOAN PARKER COENEN, in her capacity as representative of the estate of Dale S. Coenen, deceased, et al., Defendants, ADV. PRO. NO. 07-6790 (Bankr. E.D. Mich.). Among other things, the adversary proceeding raises a number of statute of limitation issues, which arose after a Chapter 7 bankruptcy trustee sued former pension plan fiduciaries for breach of fiduciary duty under Employee Retirement Income Security Act of 1974. In the adversary proceeding, the Chapter 7 Trustee has asserted multi-million dollar breach of fiduciary duty claims against Dale S. Coenen and Kai R. Kosanke, two alleged fiduciaries of the Debtor Trans-Industries, Inc.'s pension plan -- the "Trans-Industries, Inc. Employees' 401[(k)] Profit Sharing Plan & Trust". Trustee brought these claims under ERISA, in his capacity as successor to the Debtor, in its capacity as plan administrator of the ERISA Plan. The breach of fiduciary duty claims are based on (1) the Plan's purchase of 19,000 shares of Series A Preferred Stock of Trans-Industries, Inc. on June 5, 2001; (2) the Plan's retention of that preferred stock for a period of several years thereafter, and the Plan's retention of the Debtor's common stock allegedly in amounts too great and for too long; and (3) a series of transactions between the Plan, Debtor, Coenen, and Fields in 2005, which resulted in Coenen and Fields receiving lump sum cash distributions of the entire amount of their vested interests in the Plan, and which left the Plan unable to satisfy its obligations to all of the other Plan participants. The Trustee filed a motion for summary judgment against both Defendants, Coenen and Kosanke. Coenen also filed a motion for summary judgment. The summary judgment motions raise statute of limitations issues, and other issues. In an opinion dated September 25, 2015, which is available at http://is.gd/3s4QOmfrom Leagle.com, Judge Tucker: -- granted Coenen's motion for summary judgment on the Acquisition Claim, and on any Retention Claims that are based on actions or inactions that occurred before December 14, 2001, based on the statute of limitations. This ruling also will apply to the Trustee's claims against Kosanke. -- granted summary judgment for Coenen, on any claims based on actions or inactions that occurred on or after November 16, 2005, when Coenen ceased being a Plan fiduciary. In all other respects, the Court denied deny Coenen's motion. The case is captioned In re: TRANS-INDUSTRIES, INC., et al., Chapter 7, Debtors. CHARLES J. TAUNT, TRUSTEE, Plaintiff, v. JOAN PARKER COENEN, in her capacity as representative of the estate of Dale S. Coenen, deceased, et al., Defendants, CASE NO. 06-43993, (JOINTLY ADMINISTERED)., ADV. PRO. NO. 07-6790. Charles J. Taunt, Trustee, Plaintiff, represented by Brian E. Etzel, Esq. -- betzel@millerlawpc.com, The Miller Law Firm, Marc L. Newman, Esq. -- mln@millerlawpc.com, The Miller Law Firm. Kai Kosanke, Defendant, represented by Sara Klettke MacWilliams, Esq. -- MacWilliams@youngpc.com, Young and Associates, Clyde B. Pritchard. Headquartered in Auburn Hills, Michigan, Trans-Industries, Inc., manufactured and sold bus lighting systems, source extraction systems for the environmental market, and electronic display systems. The Company and its debtor-affiliates filed for chapter 11 protection (Bankr. E.D. Mich. Case No. 06-43993) on April 5, 2006, represented by Kenneth Flaska, Esq., at Dawda, Mann, Mulcahy & Sadler, PLC, and estimating assets and debts between $1 million and $10 million. Judge Tucker converted the chapter 11 case to a chapter 7 liquidation proceeding on Oct. 17, 2006. David W. Allard, the Chapter 7 Trustee, is represented by Brian E. Etzel, Esq., and Marc L. Newman, Esq., at The Miller Law Firm, P.C., in Rochester, Mich. TRI-UNION: Insurance Co. Directed to Pay $3.9MM to DOI ------------------------------------------------------ The United States of America, on behalf of the Department of the Interior, Bureau of Ocean Energy Management, and Bureau of Safety and Environmental Enforcement, has filed a motion for summary judgment on its counterclaim against Greenwich Insurance Company. Greenwich has also filed a motion for summary judgment on all claims of Tri-Union Development Corporation, Palm Energy Group, LLC, and Palm Energy Partners, LLC. Judge Marvin Isgur of the United States Bankruptcy Court for the Southern District of Texas, Houston Division, granted the United States' Motion for Summary Judgment and denied Greenwich's Cross-Motion and must pay the United States the $3,900,000 balance of the surety bonds. The court also granted Tri-Union's Motion for Summary Judgment on the claim for a permanent injunction and as to whether the Plaintiffs may recover based on the entire value of the contracts at issue. Tri-Union's motion is denied with respect to all other claims. The case is captioned IN RE: TRI-UNION DEVELOPMENT CORPORATION, Debtor(s), v. PALM ENERGY GROUP, LLC, et al, Plaintiff(s), CASE NO. 03-44908 (Bankr. S.D. Tex.). A full-text copy of Judge Isgur's memorandum opinion dated September 9, 2015, is available at http://is.gd/bNCErwfrom Leagle.com. Palm Energy Group, LLC, Plaintiff, represented by Thomas W Graves, Adair & Myers PLLC, Christopher Alfred Stevenson, Adair Myers PLLC. Tri-Union Development Corporation, Plaintiff, represented by Paul Joseph Goodwine, Esq. -- pgoodwine@loopergoodwine.com -- Looper Goodwine. Greenwich Insurance Company, Defendant, represented by Corby Davin Boldissar, Esq.-- dboldissar@lockelord.com, Locke Liddell & Sapp LLP, William Steven Bryant, Esq. - Esq. --sbryant@lockelord.com, Locke Lord LLP, Brooke B Chadeayne, Esq. -- bchadeayne@lockelord.com -- Locke Lord Bissell & Liddell, LLP, Joseph B. DiRago, Esq., Locke Lord LLP, Philip G Eisenberg, Esq. -- peisenberg@lockelord.com -- Locke Lord et al. Apache Corporation, Defendant, represented by Robin B Cheatham, Esq. -- robin.cheatham@arlaw.com -- Adams Reese LLP, Scott Robert Cheatham, Esq. -- scott.cheatham@arlaw.com -- Adams & Reese LLP. Knight Well Services, Intervenor-Plaintiff, represented by William Ross Spence, Esq. -- ross@snowspencelaw.com -- Snow Spence Green LLP. Headquartered in Houston, Texas, Tri-Union Development Corporation is an independent oil and natural gas company engaged in the acquisition, development, exploration and production of oil and natural gas properties. The Company filed for chapter 11 protection on October 20, 2003 (Bankr. S.D. Tex. Case No. 03-44908). Charles A Beckham, Jr., Esq., Eric B. Terry, Esq., JoAnn Lippman, Esq., and Patrick Lamont Hughes, Esq., at Haynes & Boone represent the Debtors in their restructuring efforts, which culminated in confirmation of the Company's Fourth Amended Plan of Reorganization on Sept. 30, 2004. As of March 31, 2003, the Debtors listed $117,620,142 in total assets and $167,519,109 in total debts. TURKEY LAKE: Premier Laser Spa Chain Files for Ch 11 Bankruptcy --------------------------------------------------------------- Turkey Lake, LLC (Bankr. N.D.N.Y. Case No. 15-12091) and its affiliates, which own the chain of Premier Laser Spas, filed separate Chapter 11 bankruptcy petitions on Oct. 20, 2015. The Turkey Lake petition was signed by Michael Linehan, CEO. The affiliates include: Premier Laser Spa of Greenville, LLC (Bankr. N.D.N.Y. Case No. 15-12105), Premier Laser Spa of Columbia, LLC (Bankr. N.D.N.Y. Case No. 15-12102), Premier Laser Spa of Boston, LLC (Bankr. N.D.N.Y. Case No. 15-12100), Premier Laser Spa of Virginia, LLC (Bankr. N.D.N.Y. Case No. 15-12113), Premier Laser Spa of St. Louis, LLC (Bankr. N.D.N.Y. Case No. 15-12112), Premier Laser Spa of Richmond, LLC (Bankr. N.D.N.Y. Case No. 15-12111), Premier Laser Spa of Pittsburgh, LLC (Bankr. N.D.N.Y. Case No. 15-12110), Premier Laser Spa of Orlando, LLC (Bankr. N.D.N.Y. Case No. 15-12109), Premier Laser Spa of Louisville, LLC (Bankr. N.D.N.Y. Case No. 15-12108), Premier Laser Spa of Kansas City, LLC (Bankr. N.D.N.Y. Case No. 15-12107), Premier Laser Spa of Indianapolis, LLC (Bankr. N.D.N.Y. Case No. 15-12106), Lexington Laser Spa, LLC (Bankr. N.D.N.Y. Case No. 15-12095), Syracuse Laser Spa, LLC (Bankr. N.D.N.Y. Case No. 15-31525), Premier Laser Spa of Cincinnati, LLC (Bankr. N.D.N.Y. Case No. 15-12101), Premier Laser Spa of Baltimore, LLC (Bankr. N.D.N.Y. Case No. 15-12098), Knoxville Laser Spa, LLC (Bankr. N.D.N.Y. Case No. 15-12094), Premier Laser Spa of Boston II, LLC (Bankr. N.D.N.Y. Case No. 15-12099), Cleveland Laser Spa, LLC (Bankr. N.D.N.Y. Case No. 15-12092), Columbus Laser Spa, LLC (Bankr. N.D.N.Y. Case No. 15-12093), Nashville Laser Spa, LLC (Bankr. N.D.N.Y. Case No. 15-12096), and Premier Laser Spa of Albany, LLC (Bankr. N.D.N.Y. Case No. 15-12097). Larry Rulison at Timesunion.com reports that the cases will likely be consolidated by the Bankruptcy Court. Timesunion.com relates that Premier Laser Spa of Albany said it expanded too quickly. According to the report, the Wolf Road office owes $73,000 to local radio stations, likely for ad time. Judge Robert E. Littlefield Jr. presides over the case. Maureen T. Bass, Esq., at LeClairRyan, A Professional serves as the Debtors' bankruptcy counsel. Turkey Lake listed $230,478 in total assets and $3.78 million total liabilities. Premier Laser Spa of Greenville listed $209,711 in total assets and $63,465 in total liabilities. Turkey Lake, LLC, is headquartered in Pittsford, New York. Premier Laser Spa of Greenville, LLC, is based in Greenville, South Carolina. UNITED APOSTOLIC CHURCH: Case Summary & 16 Top Unsecured Creditors ------------------------------------------------------------------ Debtor: United Apostolic Church of God, Inc. aka City of God Church 8710 N. Deerwood Drive Brown Deer, WI 53209 Case No.: 15-31774 Chapter 11 Petition Date: October 23, 2015 Court: United States Bankruptcy Court Eastern District of Wisconsin (Milwaukee) Judge: Hon. Michael Halfenger Debtor's Counsel: Dayten P. Hanson, Esq. HANSON & PAYNE, LLC 740 N. James Lovell St. Milwaukee, WI 53233 Tel: 414-271-4550 Fax: 414-271-7731 Email: dph@hansonpayne.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $100,000 to $500,000 The petition was signed by Franklin Tompkins, bishop. A list of the Debtor's 16 largest unsecured creditors is available for free at http://bankrupt.com/misc/wieb15-31774.pdf UNITED DISTRIBUTION: S&P Revises Outlook to Neg. & Affirms B- CCR ----------------------------------------------------------------- Standard & Poor's Ratings Services said it revised its outlook on Bristol, Tenn.-based United Distribution Group Inc. to negative from stable. At the same time, S&P affirmed its 'B-' corporate credit rating on the company. S&P also raised its issue-level rating on UDG's first-lien revolving credit facility and term loan to 'B' from 'B-' and revised the recovery rating on the debt to '2' from '3'. The '2' recovery rating indicates S&P's expectation for substantial (70% to 90%; at the upper end of the range) recovery in the event of payment default. The 'CCC' issue-level rating and '6' recovery rating on the company's second-lien term loan remains unchanged. "The negative outlook reflects the risk that continued weakness in UDG's mining and oil and gas end markets will continue to pressure operating results, leading to significantly reduced headroom under the company's leverage covenant, which could further constrain its less-than-adequate liquidity, as we see it," said Standard & Poor's credit analyst Michael Maggi. "Although we forecast debt to EBITDA above 7x and FFO to debt below 5% (including our adjustments) over the next 12 months, we expect EBITDA interest coverage to remain above 1x and free operating cash flow (FOCF) to remain positive." S&P could lower the ratings if it views liquidity to be "weak," under its criteria, because a covenant breach is likely and unavoidable and S&P views it as unlikely that UDG would be able to obtain covenant relief from its lenders. This could occur if sales and EBITDA continue to decline such that EBITDA interest coverage falls below 1x, causing the company to borrow more under its revolving credit facility, thereby increasing its overall debt level and leading S&P to view UDG's capital structure to be unsustainable. S&P could revise the outlook to stable if it thinks UDG is able to sustainably keep headroom under its total leverage covenant above 15%. This could occur if sales and EBITDA in its oil and gas end markets show some signs of stabilization, with some recovery in its mining end markets as well. Separately, S&P could raise UDG's ratings if the company is able to reduce leverage below 5x with a commitment to maintain that level on a sustained basis. However, S&P views this as highly unlikely over the next 12 months given the current operating environment and UDG's financial sponsor ownership. VERITEQ CORP: Assets to Be Auctioned Off by Magna on Nov. 2 ----------------------------------------------------------- Magna Equities I LLC ("secured party") -- as collateral agent under a security and pledge agreement dated Nov. 13, 2014, as amended, executed by VeriteQ Corporation fka Digital Angel Corporation, VeriteQ Acquisition Corporation and PositiveID Animal Health Corporation, in favor of secured party -- intends to disposed of on Nov. 2, 2015, the collateral at a public disposition to the highest and qualified bidder in accordance to Section 9-610 of the Uniform Commercial Code as enacted in the State of New York. The public disposition will be held in the Rotunda of the Courthouse of the Supreme Court of the State of New York, New York County, 60 Centre Street in New York, New York, at an auction conducted by William Mannion, Auctioneer, NYC DCA. The property to be sold at the public disposition is substantially all of the personal property of the Debtors given as security to the secured party pursuant to the security agreement. Form terms and conditions of the public disposition, and further information concerning the collateral, prospect bidders may contact: Michael Adelstein, Esq. Kelley Drye & Warren LLP 101 Park Avenue New York, NY 10178 Tel: (212) 808-7540 Email: madelstein@kelleydrye.com About VeriTeQ VeriTeQ (formerly known as Digital Angel Corporation) develops innovative, proprietary RFID technologies for implantable medical device identification, and dosimeter technologies for use in radiation therapy treatment. VeriTeQ -- http://www.veriteqcorp.com/-- offers the world's first FDA cleared RFID microchip technology that can be used to identify implantable medical devices, in vivo, on demand, at the point of care. VeriTeQ's dosimeters provide patient safety mechanisms while measuring and recording the dose of radiation delivered to a patient in real time. Veriteq reported a net loss of $3.91 million on $151,000 of sales for the year ended Dec. 31, 2014, compared to a net loss of $18.2 million on $18,000 of sales for the year ended Dec. 31, 2013. As of March 31, 2015, the Company had $1.66 million in total assets, $9 million in total liabilties, $1.84 million in series D preferred stock, and a $9.18 million total stockholders' deficit. EisnerAmper 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 net losses, and at Dec. 31, 2014, had negative working capital and a stockholders' deficit. These events and conditions raise substantial doubt about the Company's ability to continue as a going concern. VITRO SAB: Order Enforcing Plan Confirmation Affirmed ----------------------------------------------------- United Independent School District appealed the bankruptcy court's order granting Reorganized Vitro Asset Corp.'s Motion to Enforce the order confirming the First Amended Joint Chapter 11 Plan for Reorganization and its order denying the Motion to Alter or Amend Judgment and Motion for Reconsideration. Judge Jane J. Boyle of the United States District Court for the Northern District of Texas, Dallas Division, affirmed the Order of the Bankruptcy Court. The case is captioned UNITED INDEPENDENT SCHOOL DISTRICT, Appellant, v. VITRO ASSET CORP., and its AFFILIATED DEBTORS, Appellees, CIVIL ACTION NO. 3:15-CV-0236-B, relating to IN RE: VITRO ASSET CORP., et al., Debtors. A full-text copy of Judge Boyle's memorandum opinion and order dated September 23, 2015, is available at http://is.gd/W4jxYbfrom Leagle.com. United Independent School District, Appellant, represented by: J Alberto Alarcon, Esq. ALACORN & SAENZ PLLC 1302 Washington St Laredo, TX 78040-4445 Vitro Asset Corp., and its Affiliated Debtors, Reorganized Debtors and Appellees, represented by Gregory M Wilkes, Esq. -- greg.wilkes@nortonrosefulbright.com -- NORTON ROSE FULBRIGHT US LLP, Ryan E Manns, Esq. -- ryan.manns@nortonrosefulbright.com -- NORTON ROSE FULBRIGHT US LLP & William R Greendyke, Esq. --william.greendyke@nortonrosefulbright.com -- NORTON ROSE FULBRIGHT US LLP . Harlin D Hale, Bankruptcy Judge, Pro Se. Case Admin Sup, Notice Only, Pro Se. About Vitro SAB Headquartered in Monterrey, Mexico, Vitro, S.A.B. de C.V. (BMV: VITROA; NYSE: VTO), through its two subsidiaries, Vitro Envases Norteamerica, SA de C.V. and Vimexico, S.A. de C.V., is a global glass producer, serving the construction and automotive glass markets and glass containers needs of the food, beverage, wine, liquor, cosmetics and pharmaceutical industries. Vitro is the largest manufacturer of glass containers and flat glass in Mexico, with consolidated net sales in 2009 of MXN23,991 million (US$1.837 billion). Vitro defaulted on its debt in 2009, and is now seeking to restructure around US$1.5 billion in debt, including US$1.2 billion in notes. Vitro launched an offer to buy back or swap US$1.2 billion in debt from bondholders. The tender offer would be consummated with a bankruptcy filing in Mexico and Chapter 15 filing in the United States. Vitro said noteholders would recover as much as 73% by exchanging existing debt for cash, new debt or convertible bonds. The offer was to expire December 7, 2010. Noteholders who oppose the exchange, namely Knighthead Master Fund, L.P., Lord Abbett Bond-Debenture Fund, Inc., Davidson Kempner Distressed Opportunities Fund LP, and Brookville Horizons Fund, L.P. -- which hold US$75 million, or approximately 6% of the outstanding bond debt -- commenced involuntary bankruptcy cases under Chapter 11 of the U.S. Bankruptcy Code against Vitro Asset Corp. (Bankr. N.D. Tex. Case No. 10-47470) and nine other affiliates on November 17, 2010. Vitro engaged Susman Godfrey, L.L.P. as U.S. special litigation Counsel to analyze the potential rights that Vitro may exercise in the United States against the ad hoc group of dissident bondholders and its advisors. A larger group of noteholders, known as the Ad Hoc Group of Vitro Noteholders -- comprised of holders, or investment advisors to holders, which represent approximately US$650 million of the Senior Notes due 2012, 2013 and 2017 issued by Vitro -- was not among the Chapter 11 petitioners, although the group has expressed concerns over the exchange offer. The group says the exchange offer exposes Noteholders who consent to potential adverse consequences that have not been disclosed by Vitro. The group is represented by John Cunningham, Esq., and Richard Kebrdle, Esq. at White & Case LLP. The U.S. affiliates subject to the involuntary petitions are Vitro Chemicals, Fibers & Mining, LLC (Bankr. N.D. Tex. Case No. 10 47472); Vitro America, LLC (Bankr. N.D. Tex. Case No. 10-47473); Troper Services, Inc. (Bankr. N.D. Tex. Case No. 10-47474); Super Sky Products, Inc. (Bankr. N.D. Tex. Case No. 10-47475); Super Sky International, Inc. (Bankr. N.D. Tex. Case No. 10-47476); VVP Holdings, LLC (Bankr. N.D. Tex. Case No. 10-47477); Amsilco Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47478); B.B.O. Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47479); Binswanger Glass Company (Bankr. N.D. Tex. Case No. 10-47480); Crisa Corporation (Bankr. N.D. Tex. Case No. 10-47481); VVP Finance Corporation (Bankr. N.D. Tex. Case No. 10-47482); VVP Auto Glass, Inc. (Bankr. N.D. Tex. Case No. 10-47483); V-MX Holdings, LLC (Bankr. N.D. Tex. Case No. 10-47484); and Vitro Packaging, LLC (Bankr. N.D. Tex. Case No. 10-47485). Vitro SAB on December 13, 2010, filed its voluntary petition for a pre-packaged Concurso Plan in the Federal District Court for Civil and Labor Matters for the State of Nuevo Leon, thereby commencing its voluntary concurso mercantil proceedings. Vitro SAB believes that, as a result of the implementation of the Concurso Plan through the Mexican Proceeding, the holders of the Restructured Debt will recover 68% to 75% of the face value of their respective claims. Vitro SAB also commenced parallel proceedings under Chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 10-16619) in Manhattan on December 13, 2010, to seek U.S. recognition and deference to its bankruptcy proceedings in Mexico. Alejandro Francisco Sanchez-Mujica, as foreign representative of Vitro, has asked the U.S. Bankruptcy Court to enter an order recognizing the Mexican Proceeding as "foreign main proceeding" pursuant to 11 U.S.C. Sections 1515 and 1517. Early in January 2011, the Mexican Court dismissed the Concurso Mercantil proceedings. WRIGHTWOOD RANCH: Walter & Wilhelm Won't Get Evergreen Retainer --------------------------------------------------------------- Peter C. Anderson, the U.S. Trustee for Region 16, and Wrightwood Guest Ranch LLC, entered into an agreement wherein the law firm of Walter & Wilhelm will not use or receive an evergreen retainer from the Debtor but the firm will be compensated pursuant to Section 330 of the Bankruptcy Code. In exchange for the agreement, the U.S. Trustee withdrew its objection to the Debtor's request to employ the firm as its bankruptcy counsel. Masterpiece Marketing, Larry Rundle, and Snyder Dorenfeld, filed an involuntary petition against Wrightwood Guest Ranch LLC (Bankr. C.D. Calif., Case No. 15-17799) on Aug. 5, 2015. The case is assigned to Judge Scott C. Clarkson. The Petitioners' counsel is Douglas A Plazak, Esq., at Reid & Hellyer, APC, in Riverside, California. The Bankruptcy Court later granted Wrightwood Guest Ranch's request for relief under Chapter 11 and vacated the Involuntary Petition filed against the Debtor. ZUCKER GOLDBERG: Wants to Reject Agreements with Bear Mountainside ------------------------------------------------------------------ Jonathan Randles at Bankruptcy Law360 reported that a trustee representing a prominent noteholder group of Caesars Entertainment's bankrupt operating unit filed a lawsuit on Oct. 19, in New York that accuses the casino operator of attempting to skirt a contractual guarantee to pay more than $51.4 million in interest arising from its subsidiaries' debt. The lawsuit was filed by the Wilmington Trust National Association, indenture trustee for holders of 10.75 notes issued by Caesars Entertainment Operating Company. The noteholder group represented in the complaint holds approximately $479 million in CEOC's outstanding debt obligations. In a separate report, Jessica Corso at Bankruptcy Law360 reported that casino operator has until March to lay out its Chapter 11 plan and until May to gather enough votes to make it a reality, winning an extension to its exclusive right to file a plan in Illinois bankruptcy court on Oct. 20. U.S. Bankruptcy Judge A. Benjamin Goldgar said it was in the estate's best interest that CEOC's Nov. 15 deadline to file a plan be pushed out, noting how complicated the case has gotten since the last time he granted an extension. About Caesars Entertainment Caesars Entertainment Corp., formerly Harrah's Entertainment Inc., is one of the world's largest casino companies. Caesars casino resorts operate under the Caesars, Bally's, Flamingo, Grand Casinos, Hilton and Paris brand names. The Company has its corporate headquarters in Las Vegas. Harrah's announced its re-branding to Caesar's in mid-November 2010. In January 2015, Caesars Entertainment and subsidiary Caesars Entertainment Operating Company, Inc., announced that holders of more than 60% of claims in respect of CEOC's 11.25% senior secured notes due 2017, CEOC's 8.5% senior secured notes due 2020 and CEOC's 9% senior secured notes due 2020 have signed the Amended and Restated Restructuring Support and Forbearance Agreement, dated as of Dec. 31, 2014, among Caesars Entertainment, CEOC and the Consenting Creditors. As a result, The RSA became effective pursuant to its terms as of Jan. 9, 2015. Appaloosa Investment Limited, et al., owed $41 million on account of 10% second lien notes in the company, filed an involuntary Chapter 11 bankruptcy petition against CEOC (Bankr. D. Del. Case No. 15-10047) on Jan. 12, 2015. The bondholders are represented by Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor LLP. CEOC and 172 other affiliates -- operators of 38 gaming and resort properties in 14 U.S. states and 5 countries -- filed Chapter 11 bankruptcy petitions (Bank. N.D. Ill. Lead Case No. 15-01145) on Jan. 15, 2015. CEOC disclosed total assets of $12.3 billion and total debt of $19.8 billion as of Sept. 30, 2014. Delaware Bankruptcy Judge Kevin Gross entered a ruling that the bankruptcy proceedings will proceed in the U.S. Bankruptcy Court for the Northern District of Illinois. Kirkland & Ellis serves as the Debtors' counsel. AlixPartners is the Debtors' restructuring advisors. Prime Clerk LLC acts as the Debtors' notice and claims agent. Judge Benjamin Goldgar presides over the cases. The U.S. Trustee has appointed seven noteholders to serve in the Official Committee of Second Priority Noteholders and nine members to serve in the Official Unsecured Creditors' Committee. The U.S. Trustee appointed Richard S. Davis as Chapter 11 examiner. * * * The Troubled Company Reporter, on April 27, 2015, reported that Fitch Ratings has affirmed and withdrawn the Issuer Default Ratings (IDR) and issue ratings of Caesars Entertainment Operating Company (CEOC). These actions follow CEOC's Chapter 11 filing on Jan. 15, 2015. Accordingly, Fitch will no longer provide ratings or analytical coverage for CEOC. In addition, Fitch has affirmed the IDR and issue rating of Chester Downs and Marina LLC (Chester Downs) and the ratings have been simultaneously withdrawn for business reason. [*] BTG Launches Cloud Practice for "Turnaround" Process -------------------------------------------------------- Breakthrough Technology Group (BTG), a private cloud and managed IT solutions provider, on Oct. 22 introduced a new practice designed to support distressed companies during a "turnaround" process. For private equity, bankruptcy restructuring, mergers and acquisition (M&A), and other strategic partner investment firms, the ability to cut costs, reduce overhead while quickly increasing productivity is an invaluable resource when determining the potential value in a distressed asset. Based on a proven methodology, BTG's Transformational Cloud Practice provides the dedicated resources to streamline and transition a company's IT operations from complex and ineffective infrastructure to cloud-based, service environments. BTG brings a wealth of experience from successful deployments that eliminate CAPEX and utilize technologies such as Virtual Desktop Infrastructure (VDI) and SaaS based applications to increase productivity and lower costs. "Executing a complete overhaul of any organization's computing environment can be accurately categorized as a complex IT turnaround migration project," said Jeff Kaplan, CEO of Breakthrough Technology Group. "For companies engaged in M&A or bankruptcy restructuring, this intricate, multi-tiered task is further complicated by radical changes to day-to-day operations, new management and leadership." Leveraging the collective expertise and deep domain knowledge of its team, BTG simplifies this transition to help clients escape siloed environments, and enjoy the fruits of agile, cloud-based services that foster collaboration, productivity, and scalability, while eliminating waste. This approach maximizes the IT resources of companies that are emerging from bankruptcy by breaking the process into viable work streams, which BTG manages to completion. "Through time-tested best practices, we deliver a 360 degree view of how a company's applications, processes and users are supported and interrelated. That insight allows BTG to deliver a blueprint from how to get from where they are to where they want to be. "Because our focus is on the customer's business, we're not just meeting their technology needs today -- but preparing them for the next phase of growth. As their requirements change, we can quickly implement additional applications on the scalable foundation we deliver so their operations do not miss a beat." Other organizations undergoing a restructuring, which are healthy and growing yet struggling with unpredictable and costly IT expenditures, also benefit from this unique service. While not distressed, these organizations are not able to meet their current IT requirements and are challenged with an ever-changing and dynamic landscape. "Despite the myriad differences between companies that are emerging from bankruptcy and those that are growing, both suffer from outdated technology resources that are not scalable, reliable, flexible, or cost effective enough to meet their needs. This Specialty Practice is comprised of three focus areas: * Transformational Consulting: This practice area is the catalyst for successful migrations. BTG employs a "Service Oriented Architecture" to a customer's environment thus providing clarity and continuity when developing a target architecture and migration plan. A strategy is produced where the project is broken down into manageable modules to determine a roadmap on how to transform the environment. Modules can be mapped into an overall project that that can be measured to completion and success. Assessment and Strategy Planning Architectural and Migration Planning * Service Delivery/Implementation/Migration The migration is then prioritized, managed and implemented with the oversight of a strong and dedicated Project Management team that oversees and coordinates all aspects of the migration on behalf of the customer. Seamless communication throughout a customer's organization is the keystone to a successful and well-disciplined project. * Private Cloud Management Customers can choose to migrate to BTG's award-winning Private Cloud which delivers a secure environment that is flexible, scalable and reliable This architecture allows for reduced expenses, increased productivity, a reduction in CAPEX and ensures that our customers can maintain flexibility in an evolving and ever-changing dynamic landscape. About Breakthrough Technology Group LLC Breakthrough Technology Group is an IT and telecommunications solution provider, and the highest revenue-producing AT&T Alliance Channel Solution Provider for 2010, 2011, and 2012. Founded in 2007, BTG focuses on supporting its enterprise customers by solving problems through the use of advanced technology and telecommunications. The inherent knowledge base of BTG's veteran team spans the entire IT landscape, from cloud-based desktop and storage solutions to remote monitoring and individual end-user IT support. With a hyper-focus on specific IT practice areas and a deep understanding of carrier networks, BTG has proven to be an unquestioned leader and industry pioneer. [^] Large Companies with Insolvent Balance Sheet ------------------------------------------------ Total Share- Total Total Holders' Working Assets Equity Capital Company Ticker ($MM) ($MM) ($MM) ------- ------ ------ -------- ------- ABSOLUTE SOFTWRE OU1 GR 149.9 (13.1) (8.1) ABSOLUTE SOFTWRE ABT CN 149.9 (13.1) (8.1) ABSOLUTE SOFTWRE ALSWF US 149.9 (13.1) (8.1) ADV MICRO DEVICE AMD* MM 3,229.0 (336.0) 980.0 ADVENT SOFTWARE ADVS US 424.8 (50.1) (110.8) AEROJET ROCKETDY GCY GR 1,957.4 (107.2) 96.3 AEROJET ROCKETDY GCY TH 1,957.4 (107.2) 96.3 AEROJET ROCKETDY AJRD US 1,957.4 (107.2) 96.3 AIR CANADA ADH2 GR 12,374.0 (388.0) (53.0) AIR CANADA ADH2 TH 12,374.0 (388.0) (53.0) AIR CANADA ACDVF US 12,374.0 (388.0) (53.0) AIR CANADA AC CN 12,374.0 (388.0) (53.0) AIR CANADA ACEUR EU 12,374.0 (388.0) (53.0) AK STEEL HLDG AKS* MM 4,335.4 (463.0) 863.4 AMYLIN PHARMACEU AMLN US 1,998.7 (42.4) 263.0 ANGIE'S LIST INC 8AL GR 173.2 (19.8) (33.1) ANGIE'S LIST INC ANGI US 173.2 (19.8) (33.1) ANGIE'S LIST INC 8AL TH 173.2 (19.8) (33.1) ARIAD PHARM APS GR 543.0 (13.8) 209.9 ARIAD PHARM ARIAEUR EU 543.0 (13.8) 209.9 ARIAD PHARM ARIACHF EU 543.0 (13.8) 209.9 ARIAD PHARM ARIA SW 543.0 (13.8) 209.9 ARIAD PHARM ARIA US 543.0 (13.8) 209.9 ARIAD PHARM APS TH 543.0 (13.8) 209.9 ASPEN TECHNOLOGY AST GR 315.4 (48.5) (32.8) ASPEN TECHNOLOGY AZPN US 315.4 (48.5) (32.8) AUTOZONE INC AZOEUR EU 8,032.4 (1,643.2) (742.6) AUTOZONE INC AZ5 TH 8,032.4 (1,643.2) (742.6) AUTOZONE INC AZ5 GR 8,032.4 (1,643.2) (742.6) AUTOZONE INC AZO US 8,032.4 (1,643.2) (742.6) AUTOZONE INC AZ5 QT 8,032.4 (1,643.2) (742.6) AVID TECHNOLOGY AVID US 276.2 (338.1) (147.2) AVID TECHNOLOGY AVD GR 276.2 (338.1) (147.2) AVINTIV SPECIALT POLGA US 1,991.4 (3.9) 322.1 BARRACUDA NETWOR CUDA US 421.3 (26.4) 42.0 BARRACUDA NETWOR 7BM GR 421.3 (26.4) 42.0 BARRACUDA NETWOR CUDAEUR EU 421.3 (26.4) 42.0 BERRY PLASTICS G BP0 GR 5,011.0 (74.0) 634.0 BERRY PLASTICS G BERY US 5,011.0 (74.0) 634.0 BLUE BIRD CORP BLBD US 307.6 (133.8) 5.4 BLUE BIRD CORP 1291067D US 307.6 (133.8) 5.4 BLUE BUFFALO PET B6B GR 459.5 (33.7) 258.1 BLUE BUFFALO PET BUFF US 459.5 (33.7) 258.1 BRINKER INTL EAT US 1,549.3 (108.1) (201.0) BRINKER INTL BKJ GR 1,549.3 (108.1) (201.0) BRP INC/CA-SUB V B15A GR 2,223.5 (31.1) 255.8 BRP INC/CA-SUB V DOO CN 2,223.5 (31.1) 255.8 BRP INC/CA-SUB V BRPIF US 2,223.5 (31.1) 255.8 BURLINGTON STORE BUI GR 2,673.6 (40.6) 166.6 BURLINGTON STORE BURL US 2,673.6 (40.6) 166.6 CABLEVISION SY-A CVCEUR EU 6,712.1 (4,951.2) 61.0 CABLEVISION SY-A CVY TH 6,712.1 (4,951.2) 61.0 CABLEVISION SY-A CVC US 6,712.1 (4,951.2) 61.0 CABLEVISION SY-A CVY GR 6,712.1 (4,951.2) 61.0 CABLEVISION-W/I 8441293Q US 6,712.1 (4,951.2) 61.0 CABLEVISION-W/I CVC-W US 6,712.1 (4,951.2) 61.0 CAMBIUM LEARNING ABCD US 156.6 (75.1) (16.2) CASELLA WASTE WA3 GR 657.5 (18.9) (1.2) CASELLA WASTE CWST US 657.5 (18.9) (1.2) CEDAR FAIR LP 7CF GR 2,076.3 (3.5) (89.1) CEDAR FAIR LP FUN US 2,076.3 (3.5) (89.1) CENTENNIAL COMM CYCL US 1,480.9 (925.9) (52.1) CHARTER COM-A CHTR US 17,319.0 (31.0) (1,180.0) CHARTER COM-A CKZA GR 17,319.0 (31.0) (1,180.0) CHARTER COM-A CKZA TH 17,319.0 (31.0) (1,180.0) CHOICE HOTELS CHH US 702.6 (385.5) 195.9 CHOICE HOTELS CZH GR 702.6 (385.5) 195.9 CINCINNATI BELL CBB US 1,509.6 (403.5) (0.2) CINCINNATI BELL CIB GR 1,509.6 (403.5) (0.2) CLEAR CHANNEL-A C7C GR 6,188.4 (263.3) 386.6 CLEAR CHANNEL-A CCO US 6,188.4 (263.3) 386.6 CLIFFS NATURAL R CLF* MM 2,609.4 (1,740.2) 623.8 COMMUNICATION 8XC GR 2,645.6 (969.3) - COMMUNICATION CSAL US 2,645.6 (969.3) - CORIUM INTERNATI CORI US 59.3 (5.4) 31.2 CRIUS ENERGY TRU KWH-U CN 307.3 (53.4) (69.5) CYAN INC CYNI US 112.1 (18.4) 56.9 CYAN INC YCN GR 112.1 (18.4) 56.9 DELEK LOGISTICS DKL US 352.0 (15.8) 5.5 DELEK LOGISTICS D6L GR 352.0 (15.8) 5.5 DIRECTV DTV US 25,321.0 (3,463.0) 1,360.0 DIRECTV DTVEUR EU 25,321.0 (3,463.0) 1,360.0 DIRECTV DTV CI 25,321.0 (3,463.0) 1,360.0 DOMINO'S PIZZA EZV GR 603.2 (1,255.9) 125.1 DOMINO'S PIZZA DPZ US 603.2 (1,255.9) 125.1 DOMINO'S PIZZA EZV TH 603.2 (1,255.9) 125.1 DUN & BRADSTREET DNB US 2,092.7 (1,217.9) (412.7) DUN & BRADSTREET DB5 GR 2,092.7 (1,217.9) (412.7) DUNKIN' BRANDS G 2DB GR 3,348.1 (65.8) 285.7 DUNKIN' BRANDS G 2DB TH 3,348.1 (65.8) 285.7 DUNKIN' BRANDS G DNKN US 3,348.1 (65.8) 285.7 DURATA THERAPEUT DRTXEUR EU 82.1 (16.1) 11.7 DURATA THERAPEUT DTA GR 82.1 (16.1) 11.7 DURATA THERAPEUT DRTX US 82.1 (16.1) 11.7 EDGE THERAPEUTIC EU5 GR 62.7 (39.3) 56.4 EDGE THERAPEUTIC EDGE US 62.7 (39.3) 56.4 EDGEN GROUP INC EDG US 883.8 (0.8) 409.2 ENERGIZER HOLDIN ENR US 1,117.1 (296.9) 316.4 EOS PETRO INC EOPT US 1.2 (25.4) (26.6) EPL OIL & GAS IN EPA1 GR 1,496.3 (54.2) (253.5) EPL OIL & GAS IN EPL US 1,496.3 (54.2) (253.5) EXELIXIS INC EXEL US 248.8 (188.2) 31.5 EXELIXIS INC EX9 TH 248.8 (188.2) 31.5 EXELIXIS INC EX9 GR 248.8 (188.2) 31.5 EXELIXIS INC EXELEUR EU 248.8 (188.2) 31.5 EXTENDICARE INC EXETF US 2,167.5 (10.8) (47.7) EXTENDICARE INC EXE CN 2,167.5 (10.8) (47.7) FREESCALE SEMICO FSL US 3,159.0 (3,079.0) 1,264.0 FREESCALE SEMICO 1FS GR 3,159.0 (3,079.0) 1,264.0 FREESCALE SEMICO FSLEUR EU 3,159.0 (3,079.0) 1,264.0 FREESCALE SEMICO 1FS TH 3,159.0 (3,079.0) 1,264.0 GAMING AND LEISU 2GL GR 2,516.0 (135.8) 5.9 GAMING AND LEISU GLPI US 2,516.0 (135.8) 5.9 GARDA WRLD -CL A GW CN 1,531.1 (362.2) 56.2 GARTNER INC IT US 1,861.0 (170.2) (138.5) GARTNER INC GGRA GR 1,861.0 (170.2) (138.5) GENESIS HEALTHCA SH11 GR 6,103.4 (244.5) 228.5 GENESIS HEALTHCA GEN US 6,103.4 (244.5) 228.5 GENTIVA HEALTH GTIV US 1,225.2 (285.2) 130.0 GENTIVA HEALTH GHT GR 1,225.2 (285.2) 130.0 GLG PARTNERS INC GLG US 400.0 (285.6) 156.9 GLG PARTNERS-UTS GLG/U US 400.0 (285.6) 156.9 GOLD RESERVE INC GRZ CN 16.3 (28.8) (39.0) GRAHAM PACKAGING GRM US 2,947.5 (520.8) 298.5 GYMBOREE CORP/TH GYMB US 1,243.7 (378.0) 32.7 HCA HOLDINGS INC HCA US 31,710.0 (5,955.0) 2,983.0 HCA HOLDINGS INC 2BH TH 31,710.0 (5,955.0) 2,983.0 HCA HOLDINGS INC 2BH GR 31,710.0 (5,955.0) 2,983.0 HCA HOLDINGS INC HCAEUR EU 31,710.0 (5,955.0) 2,983.0 HD SUPPLY HOLDIN 5HD GR 6,505.0 (393.0) 1,466.0 HD SUPPLY HOLDIN HDS US 6,505.0 (393.0) 1,466.0 HERBALIFE LTD HOO GR 2,415.1 (196.4) 363.2 HERBALIFE LTD HLF US 2,415.1 (196.4) 363.2 HERBALIFE LTD HLFEUR EU 2,415.1 (196.4) 363.2 HOVNANIAN-A-WI HOV-W US 2,549.3 (151.5) 1,595.3 HUGHES TELEMATIC HUTCU US 110.2 (101.6) (113.8) IHEARTMEDIA INC IHRT US 13,626.9 (10,240.8) 816.5 INFOR US INC LWSN US 6,778.1 (460.0) (305.9) INVENTIV HEALTH VTIV US 2,154.4 (613.8) 84.5 IPCS INC IPCS US 559.2 (33.0) 72.1 ISTA PHARMACEUTI ISTA US 124.7 (64.8) 2.2 JUST ENERGY GROU JE CN 1,229.2 (528.2) (6.6) JUST ENERGY GROU 1JE GR 1,229.2 (528.2) (6.6) JUST ENERGY GROU JE US 1,229.2 (528.2) (6.6) L BRANDS INC LB* MM 6,804.0 (647.0) 928.0 L BRANDS INC LB US 6,804.0 (647.0) 928.0 L BRANDS INC LTD QT 6,804.0 (647.0) 928.0 L BRANDS INC LBEUR EU 6,804.0 (647.0) 928.0 L BRANDS INC LTD GR 6,804.0 (647.0) 928.0 L BRANDS INC LTD TH 6,804.0 (647.0) 928.0 LEAP WIRELESS LWI TH 4,662.9 (125.1) 346.9 LEAP WIRELESS LEAP US 4,662.9 (125.1) 346.9 LEAP WIRELESS LWI GR 4,662.9 (125.1) 346.9 LORILLARD INC LLV TH 4,154.0 (2,134.0) 1,135.0 LORILLARD INC LO US 4,154.0 (2,134.0) 1,135.0 LORILLARD INC LLV GR 4,154.0 (2,134.0) 1,135.0 MAJESCOR RESOURC MJXEUR EU 0.1 (3.2) (3.2) MALIBU BOATS-A MBUU US 189.1 (11.3) 6.7 MALIBU BOATS-A M05 GR 189.1 (11.3) 6.7 MANNKIND CORP MNKD US 352.6 (115.5) (196.4) MANNKIND CORP NNF1 GR 352.6 (115.5) (196.4) MANNKIND CORP NNF1 TH 352.6 (115.5) (196.4) MANNKIND CORP MNKDEUR EU 352.6 (115.5) (196.4) MARRIOTT INTL-A MAQ GR 6,321.0 (3,033.0) (1,611.0) MARRIOTT INTL-A MAQ TH 6,321.0 (3,033.0) (1,611.0) MARRIOTT INTL-A MAR US 6,321.0 (3,033.0) (1,611.0) MCBC HOLDINGS IN MCFT US 89.7 (42.3) (34.4) MCBC HOLDINGS IN 1SG GR 89.7 (42.3) (34.4) MDC COMM-W/I MDZ/W CN 1,848.6 (273.8) (394.7) MDC PARTNERS-A MDCA US 1,848.6 (273.8) (394.7) MDC PARTNERS-A MDZ/A CN 1,848.6 (273.8) (394.7) MDC PARTNERS-A MD7A GR 1,848.6 (273.8) (394.7) MDC PARTNERS-EXC MDZ/N CN 1,848.6 (273.8) (394.7) MERITOR INC AID1 GR 2,453.0 (591.0) 360.0 MERITOR INC MTOR US 2,453.0 (591.0) 360.0 MERRIMACK PHARMA MACK US 105.0 (143.1) (33.7) MERRIMACK PHARMA MP6 GR 105.0 (143.1) (33.7) MICHAELS COS INC MIM GR 1,864.0 (1,992.6) 501.0 MICHAELS COS INC MIK US 1,864.0 (1,992.6) 501.0 MIDSTATES PETROL MPO1EUR EU 1,796.2 (322.8) 117.4 MONEYGRAM INTERN MGI US 4,464.6 (248.7) (40.4) MOODY'S CORP MCO US 4,999.5 (103.4) 1,939.2 MOODY'S CORP DUT TH 4,999.5 (103.4) 1,939.2 MOODY'S CORP DUT GR 4,999.5 (103.4) 1,939.2 MOODY'S CORP MCOEUR EU 4,999.5 (103.4) 1,939.2 MPG OFFICE TRUST 1052394D US 1,280.0 (437.3) - MPM HOLDINGS INC MPMQ US 2,664.0 (1,827.0) (1,221.0) NATHANS FAMOUS NATH US 85.6 (62.7) 59.1 NATHANS FAMOUS NFA GR 85.6 (62.7) 59.1 NATIONAL CINEMED NCMI US 1,010.5 (221.6) 73.0 NATIONAL CINEMED XWM GR 1,010.5 (221.6) 73.0 NAVIDEA BIOPHARM NAVB IT 22.2 (44.6) 13.9 NAVISTAR INTL IHR TH 6,769.0 (4,809.0) 873.0 NAVISTAR INTL IHR GR 6,769.0 (4,809.0) 873.0 NAVISTAR INTL NAV US 6,769.0 (4,809.0) 873.0 NEFF CORP-CL A NEFF US 668.9 (187.7) 10.4 NEW ENG RLTY-LP NEN US 177.2 (29.6) - NORTHWEST BIO NWBO US 64.2 (76.2) (95.3) NORTHWEST BIO NBYA GR 64.2 (76.2) (95.3) NTELOS HOLDINGS NTLS US 700.2 (14.3) 185.6 OMTHERA PHARMACE OMTH US 18.3 (8.5) (12.0) PALM INC PALM US 1,007.2 (6.2) 141.7 PBF LOGISTICS LP 11P GR 417.8 (199.9) 18.7 PBF LOGISTICS LP PBFX US 417.8 (199.9) 18.7 PHILIP MORRIS IN PMI SW 32,011.0 (12,226.0) 10.0 PHILIP MORRIS IN 4I1 QT 32,011.0 (12,226.0) 10.0 PHILIP MORRIS IN PMI EB 32,011.0 (12,226.0) 10.0 PHILIP MORRIS IN PMI1 IX 32,011.0 (12,226.0) 10.0 PHILIP MORRIS IN PM US 32,011.0 (12,226.0) 10.0 PHILIP MORRIS IN PM1 TE 32,011.0 (12,226.0) 10.0 PHILIP MORRIS IN PM1EUR EU 32,011.0 (12,226.0) 10.0 PHILIP MORRIS IN 4I1 TH 32,011.0 (12,226.0) 10.0 PHILIP MORRIS IN 4I1 GR 32,011.0 (12,226.0) 10.0 PHILIP MORRIS IN PM1CHF EU 32,011.0 (12,226.0) 10.0 PHILIP MORRIS IN PM FP 32,011.0 (12,226.0) 10.0 PLAYBOY ENTERP-A PLA/A US 165.8 (54.4) (16.9) PLAYBOY ENTERP-B PLA US 165.8 (54.4) (16.9) PLY GEM HOLDINGS PGEM US 1,312.8 (119.6) 258.1 PLY GEM HOLDINGS PG6 GR 1,312.8 (119.6) 258.1 POLYMER GROUP-B POLGB US 1,991.4 (3.9) 322.1 PROTALEX INC PRTX US 1.1 (13.5) 0.6 PROTECTION ONE PONE US 562.9 (61.8) (7.6) PUREBASE CORP PUBC US 0.4 (1.1) (1.4) PURETECH HEALTH PRTCL B3 - - - PURETECH HEALTH PRTCGBX EU - - - PURETECH HEALTH PRTCL PO - - - PURETECH HEALTH PRTCL IX - - - PURETECH HEALTH PRTC LN - - - PURETECH HEALTH PRTCL EB - - - QUALITY DISTRIBU QDZ GR 413.0 (22.9) 102.9 QUALITY DISTRIBU QLTY US 413.0 (22.9) 102.9 QUINTILES TRANSN QTS GR 3,341.8 (701.7) 866.0 QUINTILES TRANSN Q US 3,341.8 (701.7) 866.0 RAYONIER ADV RYAM US 1,261.0 (51.1) 188.6 RAYONIER ADV RYQ GR 1,261.0 (51.1) 188.6 REGAL ENTERTAI-A RETA GR 2,590.9 (890.9) (107.2) REGAL ENTERTAI-A RGC* MM 2,590.9 (890.9) (107.2) REGAL ENTERTAI-A RGC US 2,590.9 (890.9) (107.2) RENAISSANCE LEA RLRN US 57.0 (28.2) (31.4) RENTECH NITROGEN RNF US 328.0 (73.5) 43.7 RENTECH NITROGEN 2RN GR 328.0 (73.5) 43.7 RENTPATH LLC PRM US 208.0 (91.7) 3.6 REVLON INC-A RVL1 GR 1,926.6 (629.2) 322.1 REVLON INC-A REV US 1,926.6 (629.2) 322.1 RURAL/METRO CORP RURL US 303.7 (92.1) 72.4 RYERSON HOLDING RYI US 1,855.4 (114.9) 681.2 RYERSON HOLDING 7RY GR 1,855.4 (114.9) 681.2 SALLY BEAUTY HOL S7V GR 2,189.6 (190.2) 819.6 SALLY BEAUTY HOL SBH US 2,189.6 (190.2) 819.6 SANCHEZ ENERGY C SN US 1,935.3 (53.1) 206.7 SANCHEZ ENERGY C 13S TH 1,935.3 (53.1) 206.7 SANCHEZ ENERGY C SN* MM 1,935.3 (53.1) 206.7 SANCHEZ ENERGY C 13S GR 1,935.3 (53.1) 206.7 SBA COMM CORP-A SBAC US 7,751.9 (1,133.2) 30.4 SBA COMM CORP-A SBACEUR EU 7,751.9 (1,133.2) 30.4 SBA COMM CORP-A SBJ TH 7,751.9 (1,133.2) 30.4 SBA COMM CORP-A SBJ GR 7,751.9 (1,133.2) 30.4 SCIENTIFIC GAM-A SGMS US 9,486.5 (260.1) 741.2 SCIENTIFIC GAM-A TJW GR 9,486.5 (260.1) 741.2 SEARS HOLDINGS SEE GR 13,186.0 (906.0) 2,092.0 SEARS HOLDINGS SEE TH 13,186.0 (906.0) 2,092.0 SEARS HOLDINGS SHLD US 13,186.0 (906.0) 2,092.0 SECTOR 5 INC SECT US 0.0 (0.0) (0.0) SILVER SPRING NE SSNI US 517.9 (104.9) (38.1) SILVER SPRING NE 9SI TH 517.9 (104.9) (38.1) SILVER SPRING NE 9SI GR 517.9 (104.9) (38.1) SIRIUS XM CANADA XSR CN 297.1 (132.8) (177.9) SIRIUS XM CANADA SIICF US 297.1 (132.8) (177.9) SLEEP COUNTRY CA 1S2 GR 1.5 (0.9) (1.2) SLEEP COUNTRY CA ZZZ CN 1.5 (0.9) (1.2) SPIN MASTER -SVC SNMSF US 350.8 (66.2) (179.5) SPIN MASTER -SVC TOY CN 350.8 (66.2) (179.5) SPIN MASTER -SVC SP9 GR 350.8 (66.2) (179.5) SPORTSMAN'S WARE SPWH US 325.9 (24.2) 81.4 SPORTSMAN'S WARE 06S GR 325.9 (24.2) 81.4 STINGRAY - SUB V RAY/A CN 128.2 (17.8) (41.0) STINGRAY DIG-VSV RAY/B CN 128.2 (17.8) (41.0) SUPERVALU INC SVU* MM 4,612.0 (511.0) (42.0) SUPERVALU INC SVU US 4,612.0 (511.0) (42.0) SUPERVALU INC SJ1 GR 4,612.0 (511.0) (42.0) SYNERGY PHARMACE S90 GR 164.8 (21.9) 147.2 SYNERGY PHARMACE SGYPEUR EU 164.8 (21.9) 147.2 SYNERGY PHARMACE SGYP US 164.8 (21.9) 147.2 THERAVANCE HVE GR 462.1 (294.0) 231.7 THERAVANCE THRX US 462.1 (294.0) 231.7 THRESHOLD PHARMA NZW1 GR 73.9 (26.3) 46.6 THRESHOLD PHARMA THLD US 73.9 (26.3) 46.6 TRANSDIGM GROUP TDG US 8,350.4 (1,169.0) 1,349.8 TRANSDIGM GROUP T7D GR 8,350.4 (1,169.0) 1,349.8 TRINET GROUP INC TNETEUR EU 1,557.0 (7.9) 50.7 TRINET GROUP INC TN3 GR 1,557.0 (7.9) 50.7 TRINET GROUP INC TNET US 1,557.0 (7.9) 50.7 UNISYS CORP UIS1 SW 2,097.9 (1,451.3) 124.7 UNISYS CORP UISCHF EU 2,097.9 (1,451.3) 124.7 UNISYS CORP USY1 TH 2,097.9 (1,451.3) 124.7 UNISYS CORP USY1 GR 2,097.9 (1,451.3) 124.7 UNISYS CORP UISEUR EU 2,097.9 (1,451.3) 124.7 UNISYS CORP UIS US 2,097.9 (1,451.3) 124.7 VECTOR GROUP LTD VGR GR 1,462.8 (1.7) 514.4 VECTOR GROUP LTD VGR QT 1,462.8 (1.7) 514.4 VECTOR GROUP LTD VGR US 1,462.8 (1.7) 514.4 VENOCO INC VQ US 598.9 (151.0) 207.6 VERISIGN INC VRSN US 2,577.3 (1,031.4) (38.8) VERISIGN INC VRS GR 2,577.3 (1,031.4) (38.8) VERISIGN INC VRS TH 2,577.3 (1,031.4) (38.8) VERIZON TELEMATI HUTC US 110.2 (101.6) (113.8) VERSEON CORP VSN LN - - - VIRGIN MOBILE-A VM US 307.4 (244.2) (138.3) VTV THERAPEUTI-A VTVT US 19.0 (80.9) (60.3) W&T OFFSHORE INC WTI US 2,085.0 (0.8) (95.1) W&T OFFSHORE INC UWV GR 2,085.0 (0.8) (95.1) WEIGHT WATCHERS WTW US 1,341.2 (1,347.5) (207.2) WEIGHT WATCHERS WTWEUR EU 1,341.2 (1,347.5) (207.2) WEIGHT WATCHERS WW6 QT 1,341.2 (1,347.5) (207.2) WEIGHT WATCHERS WW6 TH 1,341.2 (1,347.5) (207.2) WEIGHT WATCHERS WW6 GR 1,341.2 (1,347.5) (207.2) WEST CORP WT2 GR 3,549.9 (625.9) 265.3 WEST CORP WSTC US 3,549.9 (625.9) 265.3 WESTERN REFINING WR2 GR 441.6 (27.7) 66.8 WESTERN REFINING WNRL US 441.6 (27.7) 66.8 WESTMORELAND COA WLB US 1,777.6 (422.8) 40.1 WINGSTOP INC EWG GR 117.4 (17.4) 6.0 WINGSTOP INC WING US 117.4 (17.4) 6.0 WINMARK CORP WINA US 46.8 (36.0) 11.1 WINMARK CORP GBZ GR 46.8 (36.0) 11.1 WYNN RESORTS LTD WYR GR 9,283.0 (110.7) 860.6 WYNN RESORTS LTD WYR TH 9,283.0 (110.7) 860.6 WYNN RESORTS LTD WYNNCHF EU 9,283.0 (110.7) 860.6 WYNN RESORTS LTD WYNN SW 9,283.0 (110.7) 860.6 WYNN RESORTS LTD WYNN* MM 9,283.0 (110.7) 860.6 WYNN RESORTS LTD WYNN US 9,283.0 (110.7) 860.6 XERIUM TECHNOLOG XRM US 578.2 (95.4) 75.9 XERIUM TECHNOLOG TXRN GR 578.2 (95.4) 75.9 YRC WORLDWIDE IN YEL1 GR 1,968.6 (445.2) 200.4 YRC WORLDWIDE IN YRCW US 1,968.6 (445.2) 200.4 YRC WORLDWIDE IN YEL1 TH 1,968.6 (445.2) 200.4 ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2015. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000 or Nina Novak at 202-362-8552. *** End of Transmission ***