/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/151106.mbx T R O U B L E D C O M P A N Y R E P O R T E R Friday, November 6, 2015, Vol. 19, No. 310 Headlines ALLONHILL LLC: Plan Goes to Dec. 17 Confirmation Hearing ALLY FINANCIAL: Offering $750 Million Senior Notes Due 2018 AMERICAN EAGLE ENERGY: Nov. 6 Hearing on Cash Use, Assignments AMERICAN POWER: Arrow Reports 44.7% Stake as of Oct. 15 ANTHONY PEZZO: Appeal from Order Extending Stay Denied APPLIED MINERALS: Enters Into 5-Year Supply Contract for AMIRON ARCHDIOCESE OF MILWAUKEE: To Seek Plan Confirmation Nov. 9 ARCHDIOCESE OF ST. PAUL: Minnesota Historical to Buy Hayden Center ARLENE A. SMITH-SCOTT: Order Converting Case to Ch. 7 Affirmed ATLANTIC & PACIFIC: Bogopa Offers $600K for Brentwood Assets ATLANTIC & PACIFIC: Landlords Oppose Store Closing Sales ATLANTIC & PACIFIC: Nicholas Markets Buying Wash. Township Assets ATLANTIC & PACIFIC: Seeks Approval to Sell Lease to Dave-Marion ATLANTIC & PACIFIC: Selling Pharmaceutical Assets to CVS, Rite Aid ATLANTIC & PACIFIC: To Sell Richmond Store Lease to Fox Hill BAYOU SHORES: Judge Says Nursing Home Stays Open During CMS Fight BERLIN PACKAGING: Moody’s Affirms 'B3' Corporate Family Rating BERNARD L. MADOFF: Legacy Capital Wants $213M Suit Slashed BIOSENTA INC: To Borrow C$550K, Plans to File Bankruptcy Proposal BUCKSPORT GENERATION: 60-Day Extension to File Schedules Sought BUCKSPORT GENERATION: Files for Chapter 11 Bankruptcy Protection BUCKSPORT GENERATION: Wants to Borrow $10 Million From AIM CANCER GENETICS: Updated Third Quarter Preliminary Results CENTRAL GARDEN: Moody’s Rates $400MM Sr. Unsecured Notes 'B2' CENTRAL GARDEN: S&P Assigns 'BB-' Rating on $400MM Unsecured Notes CHAMINADE UNIVERSITY: Moody's Rates $25MM Revenue Bonds 'Ba2' CHAMINADE UNIVERSITY: S&P Rates 2015A & 2015B Revenue Bonds 'BB+' CHARLES HESTER: Suit Against JP Morgan Partially Dismissed CITY SPORTS: Hilco-Gordon Joint Venture to Liquidate 26 Stores COLT DEFENSE: Filed 10-Week Projection Model COMMUNICATION INTELLIGENCE: Mike Engmann Joins Board CORINTHIAN COLLEGES: CFPB Gets $530-Mil. Judgment CORINTHIAN COLLEGES: CFPB Wins Judgment on $530 Million Lawsuit DOUGLAS HIMMELFARB: Plan of Reorganization Confirmed ELBIT IMAGING: Plaza Gets Amended Notice to Convene EGM EPWORTH VILLA: Plan Hearing Tentatively Set for Dec. 11 EPWORTH VILLA: Seeks to Strike Holden & Carr Objection ESCALERA RESOURCES: Files Voluntary Chapter 11 Bankruptcy Petition F-SQUARED INVESTMENT: Seeks to Retain Control of Ch. 11 Cases FONTANA AUTOMOTIVE: Voluntary Chapter 11 Case Summary FORBES ENERGY: S&P Lowers CCR & Unsecured Debt Rating to 'CCC+' FREDERICK'S OF HOLLYWOOD: Liquidation Plan Declared Effective FREMONT INVESTMENT: Suit vs. Bedasees Remanded to State Court GENERAL NUTRITION: Moody’s Affirms Ba3 Corporate Family Rating GETTY IMAGES: Moody’s Lowers Corporate Family Rating to Caa1 GLOBO PLC: Moody's Withdraws B2 CFR Due to Lacking Information GT ADVANCED: Creditor Says Exclusivity Extension Would Cost Estate HEALTH DIAGNOSTIC: Ex-CEO Fights Government's Fraud Scheme Lawsuit HOLY GUACAMOLE: Case Summary & 2 Largest Unsecured Creditors HUTCHESON MEDICAL: Chickamauga City Sets Eyes on Closed Clinic ILDEFONSO MARTINEZ SANTIAGO: Case Converted to Ch. 7 INTEGRATED INFORMATION: Dismissal of ABN's Claims Affirmed JOHN AREHART: Court Okays Nov. 18 Auction of 1000 Acres Ranch KRISHNA ASSOCIATES: Files for Chapter 11 Bankruptcy Protection LA SABANA: Case Summary & 3 Largest Unsecured Creditors LIFE PARTNERS: Ch. 11 Trustee Hits Sales Team With $92M Clawback LOGAN'S ROADHOUSE: Moody’s Affirms Caa3 Corporate Family Rating LONDON CALLING: Case Summary & 2 Largest Unsecured Creditors MANHATTAN 335 TOWER: Files for Chapter 11 Amid Lawsuit MERITAGE HOMES: 9th Circ. Upholds JPMorgan's $15M Win in Loan Row MISSION HOSPITAL: Moody’s Lowers Bond Rating to Ba2, Outlook Neg. MORGAN HILL PARTNERS: New Plan to Be Funded by $17.4M Sale of Ranch NBN CORPORATION: Case Summary & Largest Unsecured Creditor ORLANDO GATEWAY: Dec. 16 Hearing on Disclosure Statements PACIFIC GAS: Judge Wants Active Tense, Cartoons in Escrow Appeal PANGEA MERGER: Moody’s Assigns 'B2' Corporate Family Rating PATRIOT COAL: Debtors, Peabody Deal With Retirees Approved PBF HOLDING: S&P Raises CCR to 'BB', Off CreditWatch Positive PHARMACYTE BIOTECH: Dismisses Farber Hass as Accountant PREMIERE GLOBAL: S&P Assigns Prelim. 'B' CCR; Outlook Negative REICHHOLD HOLDINGS: Seeks $250K Private Sale of Tuscaloosa Property REICHHOLD HOLDINGS: Seeks Approval of Retiree Settlement RELATIVITY FASHION: Seeks Modification of Final DIP Order RELATIVITY MEDIA: Judge Again Disapproves Revised DIP Financing RITE AID: Fitch Says 5-Yr. CDS Trading at Tight Levels ROBERTO SEBELEN MEDINA: Suit Against Bank Remains Dismissed ROSEVILLE SENIOR LIVING: Court Directs Appointment of Ch.11 Trustee SABRE GLBL: Moody’s Assigns Ba3 Rating to $500MM Sr. Secured Notes SABRINA WOODARD: Required to File Tax Returns SEACOR HOLDINGS: S&P Lowers CCR to 'B+', Outlook Negative SUMMIT MATERIALS: Notes Upsize to $625MM No Effect on Moody's CFR TAYLOR-WHARTON INT'L: Slams Objections to DIP Financing Package THANE INTERNATIONAL: December Hearing on Chapter 15 Recognition THORNTON & CO.: Debtor, Committee Object to PUB Bid for Stay Relief TOMS SHOES: Moody’s Lowers CFR & Secured Term Loan Rating to B3 TRANS-LUX CORP: Gabelli Funds Reports 24.2% Stake as of Nov. 2 TRIREME MEDICAL: Takes $20M Catheter IP Loss to Fed. Circuit UNI-PIXEL INC: Announces Streamlining of Cost Structure UNI-PIXEL INC: Incurs $10 Million Net Loss in Third Quarter UNIVERSITY GENERAL: Has Until Jan. 25 to Propose Chapter 11 Plan US RENAL CARE: Moody’s Rates $1.9BB First Lien Secured Loans 'B1' VISION SOLUTIONS: Moody’s Lowers Corporate Family Rating to 'B3' WALTER ENERGY: Enters Into Asset Purchase Agreement with Sr. Lender WEST CORP: Reports Third Quarter 2015 Results YELLOW CAB: Can Continue Paying Key Partner in Chapter 11 [*] Energy Company Distress on the Rise [*] Oilfield Bankruptcies to Drive Defaults to 4-Year High [*] Senior Facilities Among Distressed Businesses [*] Strong Auto Sales Continue But Industry Risks Remain, Fitch Say [*] Wells Fargo Reaches Settlement Over Ch.13 PcNs, Escrow Analyses [] Ch. 15 Caseload Eclipses 2014 Full-Year Pace [^] BOOK REVIEW: Oil Business in Latin America: The Early Years ********* ALLONHILL LLC: Plan Goes to Dec. 17 Confirmation Hearing -------------------------------------------------------- Judge Kevin Gross of the U.S. Bankruptcy Court for the District of Delaware on Nov. 3, 2015, approved the disclosure statement explaining Allonhill, LLC's Plan and scheduled the Confirmation Hearing for Dec. 17, 2015, at 10:00 a.m. (Eastern Time). Objections, if any, to confirmation of the Plan, must be filed on or before Dec. 8. Ballots must also be returned by the same date. In the event one or more objections to confirmation of the Plan are filed, the Debtor may file an omnibus reply to those objections before Dec. 11. Stewart Lender Services, Inc., objected to the Disclosure Statement, complaining that the Plan grants Allonhill an effective discharge under Sections 524 and 1141 of the Bankruptcy Code even though Allonhill is not an individual, it is liquidating, and it will not conduct business post-confirmation. In addition, the Plan contains sweeping third-party releases, exculpations, and injunctions that are legally unsupportable. These deficiencies render the Plan unconfirmable on its face, and the Court should therefore deny approval of any disclosure statement that describes it, Stewart Lender asserted. In order to address Stewart's objections, the Debtor revised provisions relating to voting of contingent and unliquidated claims, and to temporary allowance of claims for voting purposes. A blacklined version of the Disclosure Statement dated Nov. 3, 2015, is available at http://bankrupt.com/misc/ALLONds1103.pdf Full-text copies of the Plan Exhibits dated Nov. 3, 2015, are available at http://bankrupt.com/misc/ALLONplanex1103.pdf A blacklined version of the Disclosure Statement dated Oct. 21, 2015, is available at http://bankrupt.com/misc/ALLONds1021.pdf The Debtors are represented by Neil B. Glassman, Esq., Justin R. Alberto, Esq., and Evan T. Miller, Esq., at Bayard, P.A., in Wilmington, Delaware; and Peter A. Ivanick, Esq., and Lynn W. Holbert, Esq., at Hogan Lovells US LLP, in New York. Counsel for Stewart Lender: Kevin J. Mangan, Esq. WOMBLE CARLYLE SANDRIDGE & RICE, LLP 222 Delaware Avenue, Ste. 1501 Wilmington, DE 19801 Tel: (302) 252-4320 Fax: (302) 252-4330 E-mail: kmangan@wcsr.com -- and -- W. Steven Bryant, Esq. LOCKE LORD LLP 2800 JPMorgan Chase Tower 600 Travis Street, Ste. 2800 Houston, TX 77002 Tel: (713) 226-1200 Fax: (713) 223-3717 About Allonhill Allonhill LLC, a professional services firm based in Denver, Colorado, that previously provided loan due diligence and credit risk management services for institutions that invest in, sell, securitize or service mortgage loans, sought protection under Chapter 11 of the Bankruptcy Code on March 26, 2014. The case is In re Allonhill, LLC, Case No. 14-bk-10663 (Bankr. D. Del.). The Debtor's general counsel is Hogan Lovells US LLP. The Debtor's local counsel is Neil B. Glassman, Esq., Justin R. Alberto, Esq., and Evan T. Miller, Esq., at Bayard, P.A., in Wilmington, Delaware. Upshot Services LLC serves as the Debtor's claims and noticing agent. The Debtor disclosed $19,205,062 in assets and $32,918,294 in liabilities as of the Chapter 11 filing. Roberta A. DeAngelis, U.S. Trustee for Region 3, notified the Bankruptcy Court that she was unable to appoint an official committee of unsecured creditors. Allonhill filed a Chapter 11 Plan of Reorganization and accompanying disclosure statement following the sale of substantially all of its assets to Stewart Lender Services, Inc. ALLY FINANCIAL: Offering $750 Million Senior Notes Due 2018 ----------------------------------------------------------- Ally Financial Inc. is offering $750,000,000 of 3.250% Senior Notes due 2018 at an issue price of 99.858%. Interest are payable semi-annually, in arrears on May 5 and November 5 of each year, until maturity, commencing May 5, 2016. Joint Book-Running Managers: Citigroup Global Markets Inc. Goldman, Sachs & Co. Morgan Stanley & Co. LLC RBC Capital Markets, LLC Co-Managers: Credit Agricole Securities (USA) Inc. Lloyds Securities Inc. Scotia Capital (USA) Inc. SG Americas Securities, LLC U.S. Bancorp Investments, Inc. Loop Capital Markets LLC Siebert Brandford Shank & Co., L.L.C. Telsey Advisory Group LLC The Williams Capital Group, L.P. A copy of the free writing prospectus is available for free at: http://is.gd/Jc3GgU About Ally Financial Ally Financial Inc., formerly GMAC Inc. -- http://www.ally.com/-- is one of the world's largest automotive financial services companies. The Company offers a full suite of automotive financing products and services in key markets around the world. Ally's other business units include mortgage operations and commercial finance, and the company's subsidiary, Ally Bank, offers online retail banking products. Ally operates as a bank holding company. GMAC obtained a $17 billion bailout from the U.S. government in exchange for a 56.3 percent stake. Private equity firm Cerberus Capital Management LP keeps 14.9 percent, while General Motors Co. owns 6.7 percent. As of Sept. 30, 2015, the Company had $156 billion in total assets, $142 billion in total liabilities, and $14.6 billion in total equity. * * * As reported by the TCR on Dec. 16, 2013, Standard & Poor's Ratings Services said it raised its issuer credit rating on Ally Financial Inc. to 'BB' from 'B+'. "The upgrade reflects the company's release from potential legal and financial liabilities stemming from its ownership of ResCap," said Standard & Poor's credit analyst Tom Connell. In the April 3, 2014, edition of the TCR, Fitch Ratings has upgraded Ally Financial Inc.'s long-term Issuer Default Rating (IDR) and senior unsecured debt rating to 'BB+' from 'BB'. The rating upgrade reflects increased clarity around Ally's ownership structure given Ally's recent announcement that it has launched an initial public offering those shares of its common stock held by the U.S. Treasury (the Treasury). As reported by the TCR on July 16, 2014, Moody's Investors Service affirmed the 'Ba3' corporate family and 'B1' senior unsecured ratings of Ally Financial, Inc. and revised the outlook for the ratings to positive from stable. Moody's affirmed Ally's ratings and revised its rating outlook to positive based on the company's progress toward sustained improvements in profitability and repayment of government assistance received during the financial crisis. AMERICAN EAGLE ENERGY: Nov. 6 Hearing on Cash Use, Assignments -------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Colorado entered an order approving various motions of American Eagle Energy Corporation and its first tier subsidiary AMZG, Inc., including the establishment of Bidding and Sale Procedures for substantially all of the Company's assets -- excluding its cash and accounts receivable. In that context, Resource Energy Can-Am LLC, as purchaser, and the Company executed an Asset Purchase Agreement dated as of October 21, 2015. Pursuant to the terms and conditions of the Purchase Agreement, at the "Closing" of the transactions contemplated thereby, the Purchaser is to pay to the Company the "Base Purchase Price" of $36,750,000 for substantially all of the Company's assets -- primarily the Company's hydrocarbon leases and related operating assets. The Base Purchase Price is subject to certain adjustments in accordance with the terms and conditions of the Purchase Agreement, which potential adjustments are relatively usual and customary for transactions of this type. The Closing is subject to various usual and customary closing conditions and, pursuant to the Purchase Agreement, is required to occur not later than November 30, 2015. Pursuant to the terms and conditions of the Purchase Agreement, the Purchaser timely tendered the required "Performance Deposit" into an escrow account on October 22, 2015. The amount of the Performance Deposit was $3,675,000, which represented 10% of the Base Purchase Price. The Performance Deposit was required under the Purchase Agreement to assure the Purchaser's performance thereunder, subject to the terms and conditions thereof. The distribution of the Performance Deposit is governed by the provisions of the Purchase Agreement. Upon Closing, the Purchaser and the Company are to execute and deliver to the Escrow Agent a joint written instruction instructing the Escrow Agent to release the Performance Deposit to us and the Performance Deposit is to be credited against the Purchase Price. If the Closing does not occur, depending on the reason therefor, the Performance Deposit may be returned to the Purchaser or may be released to the Company. On October 22, 2015, the Bankruptcy Court held a hearing at which (i) substantially all of the previously filed objections by the creditors and other parties-in-interest were voluntarily withdrawn or overruled, (ii) the effectiveness of the current cash collateral order was continued to November 6, 2015, and (iii) a hearing was set for November 6, 2015, for the Bankruptcy Court to consider the assignment of certain executory contracts to Purchaser in accordance with the Purchase Agreement. About American Eagle Littleton, Colorado-based American Eagle Energy Corporation is engaged in the acquisition, exploration and development of oil and gas properties. The Company is primarily focused on extracting proved oil reserves from those properties. American Eagle Energy Corporation and its wholly-owned subsidiary, AMZG, Inc., filed on May 8, 2015, voluntary petitions (Bankr. D. Colo., Case No. 15-15073). The case is assigned to Judge Howard R. Tallman. The Debtors are represented by Elizabeth A. Green, Esq., at Baker & Hostetler LLP, in Orlando, Florida. On May 13, 2015, Judge Tallman granted the Debtors' request for joint administration. American Eagle Energy disclosed total assets of $21,980,687 and total liabilities of $193,604,113 as of the Chapter 11 filing. The U.S. Trustee for Region 6, appointed seven creditors to serve on the Official Committee of Unsecured Creditor. The Committee tapped to retain Pachulski Stang Ziehl & Jones LLP as counsel, and Conway Mackenzie as financial advisor. AMERICAN POWER: Arrow Reports 44.7% Stake as of Oct. 15 ------------------------------------------------------- In an amended Schedule 13D filed with the Securities and Exchange Commission, Arrow, LLC disclosed that as of Oct. 15, 2015, it beneficially owned 23,608,023 shares of common stock of American Power Group Corporation, representing 44.7 percent of the shares outstanding. On Oct. 21, 2015, the Board of Directors of the Company held a special meeting of stockholders at which the Board of Directors recommended that the stockholders amend the Certificate of Designation of Preferences, Rights and Limitations of 10% Convertible Preferred Stock to modify the anti-dilution provisions of the 10% Convertible Preferred Stock to exclude certain issuances of securities from triggering anti-dilution adjustments to the conversion ratio of the 10% Preferred Stock. At the Special Meeting, the shareholders voted to, among other things, (i) approve an amendment to the Certificate of Designation of Preferences, Rights and Limitations of 10% Convertible Preferred Stock to modify the anti-dilution provisions of the 10% Convertible Preferred Stock to exclude certain issuances of securities from triggering anti-dilution adjustments to the conversion ratio of the 10% Convertible Preferred Stock, and (ii) approve an amendment to the Restated Certificate of Incorporation to increase the number of authorized shares of Common Stock from 150,000,000 to 200,000,000. Immediately following shareholder approval of the Certificate of Designation of Preferences, Rights and Limitations of 10% Convertible Preferred Stock, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock with the Secretary of State of Delaware, establishing a new series of Convertible Preferred Stock to be known as Series C Convertible Preferred Stock. Upon the effectiveness of the filing of the Series C Certificate with the Secretary of State of Delaware, (i) the outstanding subordinated contingent convertible promissory notes the Company issued in June 2015, in an aggregate principal amount of $2,475,000, together with all accrued but unpaid interest thereon, were immediately and automatically converted into shares of Series C Preferred Stock, par value $1.00 per share, at a conversion price of $10,000 per share, which resulted in the conversion of the $1,500,000 Note previously issued by the Company to Arrow and accrued interest into 155.795 shares of Series C Preferred Stock having a stated value of $10,000 per share; (ii) the Company immediately issued to each person who owned a Note immediately prior to the conversion the warrant to purchase shares of the Company's Common Stock, par value $.01 per share, into which such holder's shares of Series C Preferred Stock are initially convertible at an initial exercise price of $.20 per share; (iii) the holders of the 67% of the 10% Preferred Stock waived anti-dilution adjustments with respect to any future issuances of securities by the Company; and (iv) no anti-dilution adjustment to the conversion ratio of the 10% Preferred Stock was triggered by the issuance of the Series C Preferred Stock, the Warrants or the shares of Common Stock that may be issued upon the conversion or exercise of such securities. The Warrants will be exercisable for a period of five years from the date of issue and may be exercised on a cashless basis. In connection with the conversion, Arrow, LLC received 155.795 shares of Series C Convertible Preferred Stock, convertible into an aggregate of 7,789,726 shares of Company Common Stock at a strike price of $.20 per share. In addition, upon filing of the Certificate of Designations with the Delaware Secretary of State, Arrow also received a warrant to acquire 7,789,726 shares of common stock. In addition, on Oct. 15, 2015, Arrow, LLC received dividends on its Series A Preferred and Series B Preferred in the amount of $50,000 and $5,102, respectively, which was converted into an aggregate of 185,716 shares of Company common stock at a conversion price of $0.2967 per share. A copy of the regulatory filing is available for free at: http://is.gd/uyZutF About American Power Group American Power Group's alternative energy subsidiary, American Power Group, Inc., provides a cost-effective patented Turbocharged Natural Gas conversion technology for vehicular, stationary and off-road mobile diesel engines. American Power Group's dual fuel technology is a unique non-invasive energy enhancement system that converts existing diesel engines into more efficient and environmentally friendly engines that have the flexibility to run on: (1) diesel fuel and liquefied natural gas; (2) diesel fuel and compressed natural gas; (3) diesel fuel and pipeline or well-head gas; and (4) diesel fuel and bio-methane, with the flexibility to return to 100 percent diesel fuel operation at any time. The proprietary technology seamlessly displaces up to 80% of the normal diesel fuel consumption with the average displacement ranging from 40 percent to 65 percent. The energized fuel balance is maintained with a proprietary read-only electronic controller system ensuring the engines operate at original equipment manufacturers' specified temperatures and pressures. Installation on a wide variety of engine models and end-market applications require no engine modifications unlike the more expensive invasive fuel-injected systems in the market. Additional information at http://www.americanpowergroupinc.com/ American Power reported a net loss available to common stockholders of $3.25 million on $6.28 million of net sales for the year ended Sept. 30, 2014, compared to a net loss available to common stockholders of $2.92 million on $7.01 million of net sales for the year ended Sept. 30, 2013. As of June 30, 2015, the Company had $8.9 million in total assets, $7.7 million in total liabilities and $1.1 million in total stockholders' equity. ANTHONY PEZZO: Appeal from Order Extending Stay Denied ------------------------------------------------------ Judge Nelson S. Roman of the United States District Court for the Southern District of New York denied Appellant V.D.D.K., LLC's motion for leave to appeal and appeal from an order of the United States Bankruptcy Court for the Southern District of New York on September 30, 2014, extending the automatic stay of Anthony J. Pezzo's Chapter 11 case pursuant to 11 U.S.C. Section 362(c)(3)(B). The case is In re ANTHONY J. PEZZO, Chapter 11, Debtor. V.D.D.K., LLC, Appellant, v. ANTHONY J. PEZZO, Appellee, BANKRUPTCY COURT CASE NO. 14-36851(CGM), NO. 15-CV-162 (NSR). A full-text copy of the Opinion and Order dated October 7, 2015 is available at http://is.gd/HgPgkyfrom Leagle.com. Anthony J. Pezzo, represented by Andrea B. Malin, Esq. -- Genova & Malin. V.D.D.K. LLC, Appellant, represented by Ronald Vincent De Caprio, Esq. -- Ronald De Caprio, Attorney At Law. APPLIED MINERALS: Enters Into 5-Year Supply Contract for AMIRON --------------------------------------------------------------- Applied Minerals, Inc., announced that it has entered into a 5-year exclusive take or pay sales contract for its AMIRON Technical Grade Iron Oxide to a leading global industrial customer for use in a catalyst technology. Applied Minerals has agreed to supply the Customer its Amiron Technical Grade Iron Oxides on an exclusive basis for a period of five years. The exclusivity provision is limited to the specialized catalyst application of the Customer and enables Applied Minerals to sell its iron oxide products for use in other technical applications that are not competitive with the Customer's intended field of use. An initial purchase order of $5 million of Amiron products has been received and is to be delivered over the course of 18 months with deliveries commencing on Dec. 1, 2015. After fulfillment of the initial purchase order, the Company anticipates the receipt of additional purchase orders from the Customer over the remainder of the 5-year exclusivity period at terms that have been agreed to by the parties. Upon expiration of the initial 5 year term, the Customer has an option to extend the exclusive supply agreement for an additional 5 years by issuing an $8.0 million additional purchase order to be delivered over the course of the subsequent 24 months. If the customer elects to exercise the extension option, the Company anticipates, after the fulfillment of the additional purchase order, the receipt of additional purchase orders over the remainder of the subsequent 5-year exclusivity period at terms that have been agreed to by the parties. According to Andre Zeitoun, president & CEO of Applied Minerals, "This contract win is a significant milestone for Applied Minerals and its stakeholders and is a testament to the hard work, perseverance and innovation of our team in pursuit of our disruptive product development mission. We are very pleased to have established a baseline business of this magnitude in a value added end market application that had to be newly developed with our unique iron oxides." The Company looks forward to providing additional Company updates in the near future. About Applied Minerals New York City-based Applied Minerals, Inc. (OTC BB: AMNL) is a leading global producer of halloysite clay used in the development of advanced polymer, catalytic, environmental remediation, and controlled release applications. The Company operates the Dragon Mine located in Juab County, Utah, the only commercial source of halloysite clay in the western hemisphere. Halloysite is an aluminosilicate clay that forms naturally occurring nanotubes. Applied Minerals reported a net loss of $10.3 million in 2014, a net loss of $13.06 million in 2013 and a net loss of $9.73 million in 2012. As of Dec. 31, 2014, the Company had $18.5 million in total assets, $26 million in total liabilities, and a $7.51 million total stockholders' deficit. ARCHDIOCESE OF MILWAUKEE: To Seek Plan Confirmation Nov. 9 ---------------------------------------------------------- The Roman Catholic Archdiocese of Milwaukee will ask the U.S. Bankruptcy Court for the Eastern District of Wisconsin on Nov. 9, 2015, at 9:00 a.m. (Central Time), to confirm its Chapter 11 plan of reorganization. The Plan was made possible by a $21 million settlement with about 350 victims of clergy sex abuse. The Debtor on Sept. 25, 2015, filed a Fourth Amended Disclosure Statement for the Second Amended Chapter 11 Plan of Reorganization. The Fourth Amended Disclosure Statement updates the Third Amended Disclosure Statement filed on Aug. 24, 2015, which updated the Disclosure Statement approved by the Court on May 28, 2014. Judge Susan V. Kelley on Oct. 5, 2015, approved the Fourth Amended Disclosure Statement and scheduled a Nov. 9 hearing to consider confirmation of the Second Amended Plan. The judge set a Nov. 3 deadline for ballots and objections. The Debtor is to file a ballot report by Nov. 6. Holders of claims against the Debtor that are impaired by the Plan and that will receive a distribution on account of the claims are entitled to vote on the Plan. Solicitation packages were sent to holders of claims in Classes 1, 8, 9, 11, and 12. Treatment of Claims The Debtor's Plan will be funded by a $10.71 million settlement with insurers, and a settlement with the Archdiocese of Milwaukee Catholic Cemetery Perpetual Care Trust, which has agreed to provide an $8 million contribution to the "plan trust" established under the Plan, and a $3 million loan by the Cemetery Trust. The Debtor says that without the insurance settlements, the Abuse Survivor recovery would be reduced by more than 50%, and the Archdiocese would likely be able to pay only the administrative expense claims. The Plan Trust assets will consist of $21,250,000 in cash, one-half of the estimated $569,000 the Archdiocese expects to receive by filing a claim with the United Kingdom's Financial Services Compensation Scheme (but only to the extent of 50% of any recoveries actually received), and the right to pursue recoveries against any non-settling insurers (the "Plan Trust Assets"). According to the Fourth Amended Disclosure Statement, the Plan provides that: -- Holders of administrative claims estimated at $8 million will be paid in full in cash on the Effective Date. -- Park Bank's secured claim of $4.39 million (Class 1) will have its loan documents restructured to provide for a three-year term, interest at 5.25 percent per annum, no prepayment penalty and monthly payments of $59,000 per month. -- Priority claims (Class 2), if any, will be paid in cash on the Effective Date. -- The holders of the priests' retiree medical plan claims estimated at $19.9 million (Class 3), the priests' pension plan claims (Class 4), the union employees' pension plan claims (Class 5) and the lay employees' pension plan claims (Class 6) are unimpaired. The Archdiocese will assume its participation in the medical plan and pension plans. -- As to perpetual care claims estimated at $246,000 (Class 7), the Reorganized Debtor will be discharged from all contractual and other civil liability to provide perpetual care and maintenance of the Milwaukee Catholic Cemeteries, although the Reorganized Debtor intends to continue to maintain the Milwaukee Catholic Cemeteries because canon law requires it to continue caring for the Cemeteries. -- The 352 holders of abuse survivor plan pool claims (Class 8) will receive (i) the right to request therapy payment assistance from a $500,000 therapy fund, (ii) a claim against the Plan Trust for distribution in accordance with the allocation protocols, and (iii) payment of counsel fees and expenses from individual recoveries. Class 8 claims are those claims that meet these criteria: (1) the Claimant did not release the Archdiocese from liability associated with the Abuse; and (2) the claim alleges sexual abuse of a minor by either (a) a priest on the List of substantiated abusers or (b) a member of a religious order or lay person working at a catholic entity. -- The 105 holders of unsubstantiated sexual abuse claims receiving a distribution at the creditors' committee's request (Class 9) will each receive $2,000 from the Plan Trust in full satisfaction of his/her claim. -- The 123 holders of disallowed/disputed sexual abuse claims (Class 10) will be entitled to receive therapy payment assistance from the $500,000 therapy fund. -- With respect to the future claimant representative claims, for abuse survivor proofs of claim or complaints filed in the next six years (Class 11), the claimants will be paid from the $250,000 reserve, and may receive therapy assistance. -- Holders of general unsecured claims (Class 12), scheduled at $3.85 million, will each receive the lesser of (i) the amount of their allowed claim or (ii) $5,000 if the class votes to accept the Plan. If the class rejects the Plan, the claimants won't receive anything. -- Charitable gift annuity claims (Class 13) are unimpaired. -- Holders of penalty claims (Class 14) won't receive or retain any property under the Plan. A copy of the Fourth Amended Disclosure Statement dated Sept. 25, 2015, is available for free at: http://bankrupt.com/misc/ArchD_Milw_3277_4th_Am_DS.pdf About the Archdiocese of Milwaukee The Diocese of Milwaukee was established on Nov. 28, 1843, and was elevated to an Archdiocese on Feb. 12, 1875, by Pope Pius IX. The region served by the Archdiocese consists of 4,758 square miles in southeast Wisconsin which includes counties Dodge, Fond du Lac, Kenosha, Milwaukee, Ozaukee, Racine, Sheboygan, Walworth, Washington and Waukesha. There are 657,519 registered Catholics in the Region. The Catholic Archdiocese of Milwaukee, in Wisconsin, filed for Chapter 11 bankruptcy protection (Bankr. E.D. Wis. Case No. 11-20059) on Jan. 4, 2011, to address claims over sexual abuse by priests on minors. The Archdiocese became at least the eighth Roman Catholic diocese in the U.S. to file for bankruptcy to settle claims from current and former parishioners who say they were sexually molested by priests. The Archdiocese estimated assets and debts of $10 million to $50 million in its Chapter 11 petition. Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in Milwaukee, Wisconsin, serves as the Archdiocese's counsel. The Official Committee of Unsecured Creditors in the bankruptcy case has retained Pachulski Stang Ziehl & Jones LLP as its counsel, and Howard, Solochek & Weber, S.C., as its local counsel. ARCHDIOCESE OF ST. PAUL: Minnesota Historical to Buy Hayden Center ------------------------------------------------------------------ Nicole Norfleet at Star Tribune reports that The Minnesota Historical Society will purchase Archdiocese of St. Paul and Minneapolis' 60,000-square-foot Monsignor Ambrose Hayden Center for $4.5 million to help address parking and space issues at the nearby Minnesota History Center. Citing The Historical Society spokesperson Jessica Kohen, Star Tribune relates that the buyer hopes to close on the deal early in 2016. The Archdiocese plans to lease back the building for one year as part of the purchase agreement, the report adds. According to Star Tribune, The Historical Society will use the Hayden Center for offices, meetings, and storage and will use the building's 129-space parking lot as an option for guests visiting the History Center and nearby James J. Hill House. The Archdiocese of Saint Paul and Minneapolis was originally established by the Vatican in 1850 and serves a geographical area consisting of 12 greater Twin Cities metro-area counties in Minnesota, including Ramsey, Hennepin, Anoka, Carver, Chisago, Dakota, Goodhue, Le Sueur, Rice, Scott, Washington, and Wright counties. There are 187 parishes and approximately 825,000 Catholic individuals in the region. These individuals and parishes are served by 3999 priests and 173 deacons. The Archdiocese of St. Paul and Minneapolis filed for Chapter 11 protection (Bankr. D. Minn. Case No. 15-30125) in Minnesota on Jan. 16, 2015, saying it has large and growing liabilities related to child sexual abuse and that its pension obligations are underfunded. The Debtor disclosed $45,203,010 in assets and $15,890,460 in liabilities as of the Chapter 11 filing. The Debtor has tapped Briggs and Morgan, P.A., as Chapter 11 counsel; BGA Management LLC d/b/a Alliance Management as financial advisor; Lindquist & Vennum LLP as attorney. Eleven other dioceses have commenced Chapter 11 bankruptcy cases in the United States to settle claims from current and former parishioners who say they were sexually molested by priests. U.S. Trustee for Region 12 appointed five creditors to serve on the official committee of unsecured creditors. The U.S. Trustee appointed five creditors to serve on the Committee of Parish Creditors. Ginny Dwyer appointed as the acting chairperson of the committee until such time as the members can meet and officially elect their own person. * * * The Debtor's exclusive period for filing a Chapter 11 plan and disclosure statement ends on Nov. 30, 2015. ARLENE A. SMITH-SCOTT: Order Converting Case to Ch. 7 Affirmed -------------------------------------------------------------- Judge Richard D. Bennett of the United States District Court for the District of Maryland denied Patapsco Bank's motion to dismiss appeal for non-compliance with procedural rules and affirmed the Amended Order of Bankruptcy Judge James F. Schneider converting Arlene A. Smith-Scott's case from a Chapter 11 proceeding to a Chapter 7 proceeding. The case is ARLENE A. SMITH-SCOTT, Appellant, v. PATAPSCO BANK, Appellee, CIVIL ACTION NO. RDB-15-1013, BANKRUPTCY NO. 14-25022 (D. Md.). A full-text copy of the Memorandum Opinion dated October 8, 2015 is available at http://is.gd/6ncE6Sfrom Leagle.com. Arlene A. Smith-Scott, Appellant, represented by Arlene Adasa Smith Scott, Esq. -- Strategic Law Group LLC. Patapsco Bank, Appellee, represented by Craig Burton Leavers, Esq. -- CraigL@hbllaw.com -- Hofmeister Breza and Leavers. George W. Liebmann, Trustee, represented by George W Liebmann, Esq. -- gliebmann@lspa.comcastbiz.net -- Liebmann and Shively, P.A. ATLANTIC & PACIFIC: Bogopa Offers $600K for Brentwood Assets ------------------------------------------------------------ Bogopa Service Corp. has made a $600,000 offer to acquire the assets used in operating A&P Real Property LLC's New York store. The assets include A&P's license agreement with New York Community Bank and a lease on its store located at 101 Wicks Road, in Brentwood, New York. As part of the sale, Bogopa agreed to negotiate with the labor union representing affected store employees regarding their collective bargaining agreement with A&P. The deal is subject to approval by the U.S. Bankruptcy Court for the Southern District of New York, which oversees A&P's bankruptcy case. The transaction drew opposition from Aurora Grocery Group LLC, which has expressed interest to buy the assets. The Delaware-based company said it will make an $800,000 offer for the assets. About Atlantic & Pacific Based in Montvale, New Jersey, The Great Atlantic & Pacific Tea Company, Inc., and its affiliates are one of the nation's oldest leading supermarket and food retailers, operating approximately 300 supermarkets, beer, wine, and liquor stores, combination food and drug stores, and limited assortment food stores across six Northeastern states. The primary retail operations consist of supermarkets operated under a variety of well known trade names, or "banners," including A&P, Waldbaum's, SuperFresh, Pathmark, Food Basics, The Food Emporium, Best Cellars, and A&P Liquors. The Company employs approximately 28,500 employees, over 90% of whom are members of one of twelve local unions whose members are employed by the Debtors under the authority of 35 separate collective bargaining agreements. Then with 429 stores, A&P and its affiliates filed Chapter 11 petitions (Bankr. S.D.N.Y. Case No. 10-24549) on Dec. 12, 2010, and in 2012 emerged from Chapter 11 bankruptcy as a privately held company with 320 supermarkets. On July, 19, 2015, with 300 stores, A&P and 20 affiliated debtors each filed a Chapter 11 petition (Bankr. S.D.N.Y.) after reaching deals for the going concern sales of 120 stores. The Debtors are seeking joint administration under Case No. 15-23007. The Debtor disclosed total assets of $601,441,108 and total liabilities of $1,984,459,086 as of the Petition Date. The Debtors tapped Weil, Gotshal & Manges LLP as counsel, Evercore Group L.L.C., as investment banker, FTI Consulting, Inc., as financial advisor, Hilco Real Estate, LLC, as real estate advisor, and Prime Clerk LLC, as claims and noticing agent. The U.S. Trustee for Region 2 appointed seven creditors to serve on the official committee of unsecured creditors. Pachulski Stang Ziehl & Jones LLP serves as its counsel, and Zolfo Cooper, LLC as serves as its financial advisors and bankruptcy consultants. Elise S. Frejka was appointed as consumer privacy ombudsman. ATLANTIC & PACIFIC: Landlords Oppose Store Closing Sales -------------------------------------------------------- A group of landlords has expressed its opposition to Great Atlantic & Pacific Tea Company Inc.'s plan to conduct closing sales at stores run by the company. The landlords, which are represented by Katten Muchin Rosenman LLP, said they oppose any sale guidelines that "inappropriately" compromise their rights under their leases with the company. Great Atlantic and its affiliates lease retail space from the landlords at various shopping centers located in New York, New Jersey and Pennsylvania. The landlords include Brixmor Properties Group Inc. and DLC Management Corp. Early last month, Great Atlantic announced that it may conduct closing sales at 120 stores in connection with the assumption and assignment or rejection of its leases. The announcement drew objections from Arlona Limited Partner, Levin Properties LP and Rainbow USA Inc., a subtenant of Great Atlantic, court filings show. About Atlantic & Pacific Based in Montvale, New Jersey, The Great Atlantic & Pacific Tea Company, Inc., and its affiliates are one of the nation's oldest leading supermarket and food retailers, operating approximately 300 supermarkets, beer, wine, and liquor stores, combination food and drug stores, and limited assortment food stores across six Northeastern states. The primary retail operations consist of supermarkets operated under a variety of well known trade names, or "banners," including A&P, Waldbaum's, SuperFresh, Pathmark, Food Basics, The Food Emporium, Best Cellars, and A&P Liquors. The Company employs approximately 28,500 employees, over 90% of whom are members of one of twelve local unions whose members are employed by the Debtors under the authority of 35 separate collective bargaining agreements. Then with 429 stores, A&P and its affiliates filed Chapter 11 petitions (Bankr. S.D.N.Y. Case No. 10-24549) on Dec. 12, 2010, and in 2012 emerged from Chapter 11 bankruptcy as a privately held company with 320 supermarkets. On July, 19, 2015, with 300 stores, A&P and 20 affiliated debtors each filed a Chapter 11 petition (Bankr. S.D.N.Y.) after reaching deals for the going concern sales of 120 stores. The Debtors are seeking joint administration under Case No. 15-23007. The Debtor disclosed total assets of $601,441,108 and total liabilities of $1,984,459,086 as of the Petition Date. The Debtors tapped Weil, Gotshal & Manges LLP as counsel, Evercore Group L.L.C., as investment banker, FTI Consulting, Inc., as financial advisor, Hilco Real Estate, LLC, as real estate advisor, and Prime Clerk LLC, as claims and noticing agent. The U.S. Trustee for Region 2 appointed seven creditors to serve on the official committee of unsecured creditors. Pachulski Stang Ziehl & Jones LLP serves as its counsel, and Zolfo Cooper, LLC as serves as its financial advisors and bankruptcy consultants. Elise S. Frejka was appointed as consumer privacy ombudsman. ATLANTIC & PACIFIC: Nicholas Markets Buying Wash. Township Assets ----------------------------------------------------------------- Great Atlantic & Pacific Tea Company Inc. has entered into an agreement with Nicholas Markets Inc., which offered to buy the assets used in operating its New Jersey store. Nicholas Markets offered $400,000 for the assets, including a lease on Great Atlantic's store located along Pascack Road, Washington Township, in New Jersey. Great Atlantic runs the store under the A&P name, according to court filings. The agreement is subject to approval by the U.S. Bankruptcy Court for the Southern District of New York, which oversees Great Atlantic's Chapter 11 case. About Atlantic & Pacific Based in Montvale, New Jersey, The Great Atlantic & Pacific Tea Company, Inc., and its affiliates are one of the nation's oldest leading supermarket and food retailers, operating approximately 300 supermarkets, beer, wine, and liquor stores, combination food and drug stores, and limited assortment food stores across six Northeastern states. The primary retail operations consist of supermarkets operated under a variety of well known trade names, or "banners," including A&P, Waldbaum's, SuperFresh, Pathmark, Food Basics, The Food Emporium, Best Cellars, and A&P Liquors. The Company employs approximately 28,500 employees, over 90% of whom are members of one of twelve local unions whose members are employed by the Debtors under the authority of 35 separate collective bargaining agreements. Then with 429 stores, A&P and its affiliates filed Chapter 11 petitions (Bankr. S.D.N.Y. Case No. 10-24549) on Dec. 12, 2010, and in 2012 emerged from Chapter 11 bankruptcy as a privately held company with 320 supermarkets. On July, 19, 2015, with 300 stores, A&P and 20 affiliated debtors each filed a Chapter 11 petition (Bankr. S.D.N.Y.) after reaching deals for the going concern sales of 120 stores. The Debtors are seeking joint administration under Case No. 15-23007. The Debtor disclosed total assets of $601,441,108 and total liabilities of $1,984,459,086 as of the Petition Date. The Debtors tapped Weil, Gotshal & Manges LLP as counsel, Evercore Group L.L.C., as investment banker, FTI Consulting, Inc., as financial advisor, Hilco Real Estate, LLC, as real estate advisor, and Prime Clerk LLC, as claims and noticing agent. The U.S. Trustee for Region 2 appointed seven creditors to serve on the official committee of unsecured creditors. Pachulski Stang Ziehl & Jones LLP serves as its counsel, and Zolfo Cooper, LLC as serves as its financial advisors and bankruptcy consultants. Elise S. Frejka was appointed as consumer privacy ombudsman. ATLANTIC & PACIFIC: Seeks Approval to Sell Lease to Dave-Marion --------------------------------------------------------------- Great Atlantic & Pacific Tea Company Inc. asked U.S. Bankruptcy Judge Robert Drain to approve a deal that would allow an affiliate to transfer its right, title and interest under a lease to Dave-Marion Corp. Under the deal, Dave-Marion agreed to pay $3.685 million in exchange for the transfer of A&P Real Property LLC's right, title and interest as tenant under the lease. The lease, which is set to expire on July 31, 2020, will be terminated, according to the terms of the deal. Dave-Marion's $3.685 million offer was selected as the winning bid for the lease on an A&P store during a court-supervised auction held on Oct. 8. The store is located at 460 County Line Road, Route 520, in Marlboro, New Jersey. About Atlantic & Pacific Based in Montvale, New Jersey, The Great Atlantic & Pacific Tea Company, Inc., and its affiliates are one of the nation's oldest leading supermarket and food retailers, operating approximately 300 supermarkets, beer, wine, and liquor stores, combination food and drug stores, and limited assortment food stores across six Northeastern states. The primary retail operations consist of supermarkets operated under a variety of well known trade names, or "banners," including A&P, Waldbaum's, SuperFresh, Pathmark, Food Basics, The Food Emporium, Best Cellars, and A&P Liquors. The Company employs approximately 28,500 employees, over 90% of whom are members of one of twelve local unions whose members are employed by the Debtors under the authority of 35 separate collective bargaining agreements. Then with 429 stores, A&P and its affiliates filed Chapter 11 petitions (Bankr. S.D.N.Y. Case No. 10-24549) on Dec. 12, 2010, and in 2012 emerged from Chapter 11 bankruptcy as a privately held company with 320 supermarkets. On July, 19, 2015, with 300 stores, A&P and 20 affiliated debtors each filed a Chapter 11 petition (Bankr. S.D.N.Y.) after reaching deals for the going concern sales of 120 stores. The Debtors are seeking joint administration under Case No. 15-23007. The Debtor disclosed total assets of $601,441,108 and total liabilities of $1,984,459,086 as of the Petition Date. The Debtors tapped Weil, Gotshal & Manges LLP as counsel, Evercore Group L.L.C., as investment banker, FTI Consulting, Inc., as financial advisor, Hilco Real Estate, LLC, as real estate advisor, and Prime Clerk LLC, as claims and noticing agent. The U.S. Trustee for Region 2 appointed seven creditors to serve on the official committee of unsecured creditors. Pachulski Stang Ziehl & Jones LLP serves as its counsel, and Zolfo Cooper, LLC as serves as its financial advisors and bankruptcy consultants. Elise S. Frejka was appointed as consumer privacy ombudsman. ATLANTIC & PACIFIC: Selling Pharmaceutical Assets to CVS, Rite Aid ------------------------------------------------------------------ The Great Atlantic Pacific & Tea Company, Inc. and its affiliated debtors ask the U.S. Bankruptcy Court to approve the sale of certain pharmaceutical assets to CVS Pharmacy, L.L.C., et. al. ("CVS") and Eckerd Corporation, et. al. ("Rite Aid"). The Debtors contend that they have negotiated with CVS at arm's length the CVS Purchase Agreement for the sale of the pharmaceutical assets at 58 store locations. The salient terms of the CVS Purchase Agreement, among others, are as follows: (a) Purchase Price: CVS will purchase pharmacy records in the Debtors' possession for an aggregate amount equal to $25,000,000. CVS will purchase the eligible inventory for a maximum of $9,963,698. (b) Purchase Price Adjustment: In the event that the six week average prescription volume at any store, measured two days before the applicable Closing, is more than 10% below the Current Volume, the CVS Purchase Price shall be proportionally reduced by the amount that percentage exceeds 10%. (c) Closing: The closings of each transaction shall take place in accordance with the dates provided for under the Purchase Agreement, ranging from October 29, 2015 through November 17, 2015. The final Closing shall take place no later than November 21, 2015, after which date either party may terminate the transactions under the Purchase Agreement. (d) Series of Related Transactions: CVS is not purchasing the Pharmaceutical Assets on an individual basis and will not be obligated to close on any sale of the Pharmaceutical Assets at any of the pharmacy locations unless the Bankruptcy Court approves the sale of all of the Pharmaceutical Assets at all locations. (e) Excluded Assets: CVS is not acquiring any assets not included in the Pharmaceutical Assets, including the following: (i) cash, cash deposits and accounts receivable related to periods ending prior to the applicable Closing Date; (ii) store and trade fixtures, furniture and equipment; (iii) licenses, permits, contracts and understandings of Seller related to the Pharmacies; (iv) employee benefit plans, programs or arrangements and all contracts of insurance; (v) computer software programs and software systems and any web sites; (vi) any corporate minute books and the corporate seals of Seller; (vii) books and records related to taxes paid or payable by Seller; (viii) all trademarks and trade names used in the operation of the Pharmacies, including all rights in and to any name or trademarks of the Great Atlantic & Pacific Tea Co., Inc., and its subsidiaries and affiliates and all derivatives thereof; and (ix) Pharmacy computers and attached printers. The Debtors further contend that they have likewise negotiated, at arm's length, the Rite Aid Purchase Agreement for the sale of the Pharmaceutical Assets located at 16 store locations. The salient terms of the purchase agreement are as follows: (a) Purchase Price: Rite Aid will purchase the Pharmacy Records in the Debtors’ possession for an aggregate amount equal to $6,386,500. Rite Aid will purchase the Eligible Inventory for a maximum of $ 2,795,450. (b) Purchase Price Adjustment: In the event that the six week average prescription volume at any store, measured two days before the applicable Closing, is more than 10% below the Current Volume, the Rite Aid Purchase Price shall be proportionally reduced by the amount that percentage exceeds 10%, as set forth in the Rite Aid Purchase Agreement. (c) Closing: The closings of each transaction shall take place in accordance with the dates provided for under the Purchase Agreement, ranging from Nov. 2, 2015 through Nov. 12, 2015. The final Closing will take place no later than Nov. 30, 2015, after which date either party may terminate the transactions under the Purchase Agreement. (d) Series of Related Transactions: Rite Aid is not purchasing the Pharmaceutical Assets on an individual basis and will not be obligated to close on any sale of the Pharmaceutical Assets at any of the pharmacy locations unless the Bankruptcy Court approves the sale of all of the Pharmaceutical Assets at all locations. (e) Excluded Assets: Rite Aid is not acquiring any assets not included in the Pharmaceutical Assets, including the following: (i) cash, cash deposits and accounts receivable related to periods ending prior to the Closing Date; (ii)store and trade fixtures, furniture and equipment; (iii) licenses, permits, contracts and understandings of Seller related to the Pharmacies; (iv) employee benefit plans, programs or arrangements and all contracts of insurance; (v) computer software programs and software systems and any web sites; (vi) any corporate minute books and the corporate seals of Seller; (vii) books and records related to taxes paid or payable by Seller; (viii) all trademarks and trade names used in the operation of the Pharmacies, including all rights in and to any name or trademarks of the Great Atlantic & Pacific Tea Co., Inc. and its subsidiaries and affiliates and all derivatives thereof; (ix) Pharmacy computers and attached printers; and (x) any assets that are not transferable to Buyer under applicable law. The Debtors relate that the Pharmaceutical Assets were marketed through an auction process that evidenced the Purchasers’ offer was the highest or best available for the respective assets. They further relate that consummating the transactions under the Purchase Agreements will provide the Debtors with needed liquidity and increase recovery to their creditors. Atlantic & Pacific is represented by: Ray C. Schrock, Esq. Garrett A. Fail, Esq. WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, NY 10153 Telephone: (212)310-8000 Facsimile: (212)310-8007 E-mail: ray.schrock@weil.com garrett.fail@weil.com About Atlantic & Pacific Based in Montvale, New Jersey, The Great Atlantic & Pacific Tea Company, Inc., and its affiliates are one of the nation's oldest leading supermarket and food retailers, operating approximately 300 supermarkets, beer, wine, and liquor stores, combination food and drug stores, and limited assortment food stores across six Northeastern states. The primary retail operations consist of supermarkets operated under a variety of well known trade names, or "banners," including A&P, Waldbaum's, SuperFresh, Pathmark, Food Basics, The Food Emporium, Best Cellars, and A&P Liquors. The Company employs approximately 28,500 employees, over 90% of whom are members of one of twelve local unions whose members are employed by the Debtors under the authority of 35 separate collective bargaining agreements. Then with 429 stores, A&P and its affiliates filed Chapter 11 petitions (Bankr. S.D.N.Y. Case No. 10-24549) on Dec. 12, 2010, and in 2012 emerged from Chapter 11 bankruptcy as a privately held company with 320 supermarkets. On July, 19, 2015, with 300 stores, A&P and 20 affiliated debtors each filed a Chapter 11 petition (Bankr. S.D.N.Y.) after reaching deals for the going concern sales of 120 stores. The Debtors are seeking joint administration under Case No. 15-23007. The Debtor disclosed total assets of $601,441,108 and total liabilities of $1,984,459,086 as of the Petition Date. The Debtors tapped Weil, Gotshal & Manges LLP as counsel, Evercore Group L.L.C., as investment banker, FTI Consulting, Inc., as financial advisor, Hilco Real Estate, LLC, as real estate advisor, and Prime Clerk LLC, as claims and noticing agent. The U.S. Trustee for Region 2 appointed seven creditors to serve on the official committee of unsecured creditors. Pachulski Stang Ziehl & Jones LLP serves as its counsel, and Zolfo Cooper, LLC as serves as its financial advisors and bankruptcy consultants. Elise S. Frejka was appointed as consumer privacy ombudsman. ATLANTIC & PACIFIC: To Sell Richmond Store Lease to Fox Hill ------------------------------------------------------------ A&P Real Property LLC, an affiliate of Great Atlantic & Pacific Tea Company Inc., has entered into a deal that would allow the company to transfer its right, title and interest under a lease to Fox Hill II Inc. Under the deal, A&P will receive $822,258 from the buyer in exchange for the transfer of its right, title and interest as tenant under the lease. The lease, which is set to expire on Sept. 30, 2021, will be terminated. A&P leases a real property from Fox Hill located along Richmond Avenue, in Staten Island, where it operates a store under the Pathmark name. The agreement is subject to approval by the U.S. Bankruptcy Court for the Southern District of New York, which oversees the company's bankruptcy case. New York Community Bank, which operates a branch at the Pathmark store, opposed the deal. The bank expressed concern it would be forced to immediately close its branch in violation of federal and state law. 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. BAYOU SHORES: Judge Says Nursing Home Stays Open During CMS Fight ----------------------------------------------------------------- John Kennedy at Bankruptcy Law360 reported that a Florida federal court has extended its stay of a judgment that would end the Centers for Medicare & Medicaid Services' provider agreement with a bankrupt Florida nursing home, finding that the status quo must be maintained during the home's Eleventh Circuit appeal to avoid irreparable harm to the home and its patients. Although the court believes its order will be affirmed by the Eleventh Circuit, it said Monday that a number of patients at Bayou Shores will have nowhere to go. About Bayou Shores Bayou Shores SNF LLC, c/o Rehabilitation Center of St. Petersburg, filed for Chapter 11 bankruptcy (Bankr. M.D. Fla. Case No. 14-09521) on Aug. 15, 2014, in Tampa. Elizabeth A Green, Esq., at Baker & Hostetler LLP, serves as the Debtor's counsel. In its petition, the Debtor estimated assets and liabilities of $1 million to $10 million. The petition was signed by Tzvi Bogomilsky, managing member. The Troubled Company Reporter, on Jan. 13, 2015, reported that the Rehabilitation Center of St. Petersburg nursing home has emerged from bankruptcy -- despite protests from Medicare officials -- after a bankruptcy judge agreed it fixed record-keeping and patient care problems. BERLIN PACKAGING: Moody’s Affirms 'B3' Corporate Family Rating ---------------------------------------------------------------- Moody's Investors Service affirmed Berlin Packaging LLC's B3 corporate family rating and B3-PD probability of default rating following the company's announcement that it would add on $100 million to the first lien term loan. The proceeds of the add-on term loan will be used to fund the acquisition of Diablo Packaging LLC, a specialty distributor of glass packaging. The transaction is expected to close in November 2015 and marks the third acquisition by Berlin's private equity sponsor, Oak Hill Capital Partners, since acquiring Berlin in October 2014. Instrument ratings are detailed below and the rating outlook is stable. Moody's took the following actions: Berlin Packaging LLC -- Affirmed corporate family rating, B3 -- Affirmed probability of default rating, B3-PD -- Assigned definitive $645 million (includes $100 million add-on term loan) senior secured 1st lien term due 2021, B2 (LGD3) -- Assigned definitive $75 million senior secured revolving credit facility due 2019, B2 (LGD3) -- Assigned definitive $220 million senior secured 2nd lien term loan due 2022, Caa2 (LGD5) The rating outlook is stable. The ratings are subject to the receipt and review of the final documentation. RATING RATIONALE The affirmation of the B3 CFR despite the increase in pro forma leverage reflects the anticipated benefits from acquisitions, the elimination of various onetime charges and productivity initiatives. The affirmation also reflects the company's continued good free cash generation and good liquidity. Credit metrics are expected to improve over the next 12 to 18 months, but remain within the rating category. The B3 Corporate Family Rating reflects Berlin's high leverage, small size and fragmented market. The rating is constrained by Berlin's largely commoditized product line and substantial portion of business not under contract. While some business is under contract, contracts are cancelable and do not include a formula-based pass-through of raw material cost increases but allow for pass-through of price increases from suppliers with sufficient notice. The rating also reflects the company's acquisition strategy and financial aggressiveness. Strengths in Berlin's profile include its good competitive position (despite its small size) and exposure to more stable end markets, such as food and beverage and pharmaceuticals. As a distributor and service provider, Berlin does not require high capital expenditures or working capital investments and has the ability to generate meaningful free cash flow in the absence of high leverage. The rating also reflects expectations of continued growth in the business. The rating could be upgraded if Berlin improves its leverage sustainably to below 6.0 times, increases free cash flow/debt to high single digits, maintains stability in the operating metrics and strong liquidity. The rating could be downgraded if Berlin fails to improve credit metrics or if leverage increases due to a significant debt-financed acquisition. Specifically, the rating could be downgraded if the company fails to reduce debt/EBITDA below 7.0 times and free cash flow to debt falls below 3%. The rating could also be downgraded as a result of any deterioration in operating and competitive environment and liquidity. Based in Chicago, Illinois, Berlin Packaging LLC is a distributor of rigid packaging for food and beverage, household and personal care and healthcare markets. Berlin also provides various services to the industry including design, consulting, warehousing, and financing services. For the twelve months ended June 30, 2015, sales totaled approximately $800 million. Berlin has been a portfolio company of Oak Hill Capital Partners since 2014. BERNARD L. MADOFF: Legacy Capital Wants $213M Suit Slashed ---------------------------------------------------------- Jonathan Randles at Bankruptcy Law360 reported that Legacy Capital Ltd. and one of the banking services firm's advisers urged a New York bankruptcy judge on Oct. 28, 2015, to slash a trustee's lawsuit looking to claw back more than $213 million it received from Bernard Madoff’s bogus securities firm, arguing that at the time they were unaware of the massive Ponzi scheme. Attorneys for Legacy and Khronos LLC, which provided account management services to the firm, told U.S. Bankruptcy Judge Stuart Bernstein that though their clients were aware of some trading irregularities at Madoff's business. 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. BIOSENTA INC: To Borrow C$550K, Plans to File Bankruptcy Proposal ----------------------------------------------------------------- Biosenta Inc. on Nov. 2 disclosed that it plans to borrower between approximately $250,000 and $300,000 from 1943391 Ontario Ltd., a corporation controlled by Paul Kalata. As of October 30, 2015, $80,000 has been advanced to the Corporation, with the remainder of the loan expected to be advanced by November 16, 2015. The Corporation issued a grid note to the Lender for the amounts to be borrowed. The Note is secured by all of the assets of the Corporation. The Lender is at arm's length to the Corporation. The borrowed proceeds are expected to be used for general corporate purposes, including to fund the operations of the Corporation while it submits a Proposal under the Bankruptcy and Insolvency Act to its creditors. The Corporation also recently relocated its head office to premises leased by a person related to the Lender. Discussions with its former landlord are under way. About the Corporation The Corporation develops and manufactures a range of chemical compounds for household and industrial applications using advanced nanotechnology. The household disinfectants and cleaners possess similar levels of efficacy as traditional disinfectants with significantly lower concentrations of active ingredients resulting in lower toxicity. These disinfectants and cleaners will kill 100% of potentially deadly mold, fungi, bacteria and viruses on contact and prevent re-growth. These disinfectants are very safe due to the very low toxicity. The industrial compounds are embedded to protect various materials, including drywall, plastics and resins, from microbe formation. These compounds remain active for decades and protect the drywall of buildings, objects such as resin furniture, and carpet which contain plastic or resin, as well as textiles and paper from mold, fungi, bacteria and viruses. Both the household and industrial products are environmentally safe and biodegradable. BUCKSPORT GENERATION: 60-Day Extension to File Schedules Sought --------------------------------------------------------------- Bucksport Generation LLC asks the Bankruptcy Court to extend its deadline to file its schedules of assets and liabilities and statement of financial affairs by 60 days from the Petition Date. The Debtor believes that the extension is warranted due to the unique circumstances of its case. On or about Jan. 29, 2015, the Debtor's parent company, AIM Development (USA) LLC acquired all of the membership interests in and to the Debtor and its affiliate, Bucksport Mill LLC pursuant to a Membership Interest Purchase Agreement dated Dec. 5, 2014. At the time of closing, all of the Debtor's pre-transaction officers and directors resigned their positions and were replaced with new officers and directors resulting in entirely new management. Also on Jan. 29, 2015, AIM entered into certain asset management and operating and maintenance agreements with Consolidated Asset Management Services (Texas), LLC and Consolidated Asset Management Services (Maine), LLC pursuant to which the CAMS Entities agreed to perform all management, administrative, compliance and other support services necessary to operate the Energy Plant including, but not limited to, maintaining bank accounts, negotiating with vendors and other contract counterparties on the Debtor's behalf and obtaining necessary licenses, approvals and permits. Moreover, the CAMS Entities were responsible for staffing and operating the Energy Plant. In an effort to cut costs and increase the Energy Plant's profitability, the Debtor, Bucksport Mill and AIM decided to streamline the Energy Plant's operations by, inter alia, eliminating the CAMS Entities as middle men. To that end, on Sept. 24, 2015, AIM assigned its rights, obligations and liabilities under the CAMS Agreements to the Debtor and those agreements were amended such that CAMS Maine's services expired on or about Oct. 15, 2015, and CAMS Texas,s role has been drastically scaled back to an advisory capacity as of Nov. 1, 2015. "While virtually all aspects of the Energy Plant's operations and management have been successfully transitioned to the Debtor, the Debtor expects that it will need to confer with either or both of the CAMS Entities to accurately and fully disclose all of the information required on the Schedules," according to Robert K. Keach, Esq., at Bernstein , Shur, Sawyer & Nelson, P.A., counsel for the Debtor. Mr. Keach relates the Debtor expects to encounter some difficulties in completing portions of the schedules which require historical knowledge of the Debtor's operations, assets, liabilities and financial condition pre-dating the Jan. 29, 2015, Stock Purchase Transaction. "In order to accurately and thoroughly complete the Schedules, the Debtor will be required to seek information from prior officers, directors, employees and agents of the Debtor, as well as prior counsel to the Debtor," Mr. Keach tells the Court. According to Mr. Keach, the Debtor did not begin these inquiries pre-petition out of concern that a premature disclosure of its intention to seek chapter 11 protection might limit the Debtor's strategic options and the effectiveness of its chapter 11 filing. About Bucksport Generation Bucksport Generation LLC, an energy plant operator, filed Chapter 11 bankruptcy petition (Bankr. D. Maine Case No. 15-10802) on Nov. 3, 2015. The petition was signed by Kyle E. Nenninger as project manager. The Debtor estimates both assets and liabilities in the range of $10 million to $50 million. The Debtor has engaged Bernstein, Shur, Sawyer & Nelson, P.A. as counsel. Judge Peter G Cary is assigned to the case. BUCKSPORT GENERATION: Files for Chapter 11 Bankruptcy Protection ---------------------------------------------------------------- Power plant operator Bucksport Generation LLC, formerly known as Verso Bucksport Power LLC, sought Chapter 11 bankruptcy protection in Maine stating that "it continues to struggle with historical liabilities which are impossible to satisfy as a result of the reduced scope of the operations of its energy plant." Prior to the Petition Date, the Plant provided power to a paper mill located in Bucksport Maine owned by Verso Bucksport LLC. With the closure of the Mill, the need for the Energy Plant to constantly provide steam and electricity to the Mill ended, Court document indicates. According to papers filed with the Court, the work force necessary to operate both the Mill and the Plant has shrunk to a pool of just 18 employees. Kyle Nenninger of Energy Advisory Partners LLC, the Debtor's financial advisor, disclosed that in connection with the Debtor's operation of the Plant, it entered into a Global O&M Services Business Long Term Service Contract dated as of Aug. 7, 1998, with General Electric International, Inc., pursuant to which GE agreed to provide long term parts and services relating to a 7FA 185 MW gas turbine. The Debtor alleges that GE breached the GE LTSA pre-petition by failing to provide planned maintenance and combustion inspections in accordance with applicable schedules established in the GE LTSA and, further, by exceeding the recommended replacement interval for parts and failing to repair and replace parts in accordance with the terms of the GE LTSA. The Debtor is asserting a pre-petition claim against GE in the amount of at least $12,558,611. GE, on the other hand, claims the Debtor is in breach of the GE LTSA for failure to make payments due to GE under the GE LTSA. GE asserts a claim against the Debtor in the amount of $15,058,611. The Debtor intends to commence an adversary proceeding seeking damages for GE's alleged breach and repudiation of the GE LTSA. To the extent the Court finds that the GE LTSA is still in effect, the Debtor intends to reject it. Contemporaneously with the filing of the bankruptcy petition, the Debtor sought first day relief that are necessary to operate in Chapter 11 with a minimum disruption. The Debtor, among other things, wants to borrow up to $10 million in debtor-in-possession financing, pay employee obligations, and use existing cash management system. A copy of the declaration in support of the First Day Motions is available for free at: http://bankrupt.com/misc/3_BUCKSPORT_Affidavit.pdf About Bucksport Generation Bucksport Generation LLC filed Chapter 11 bankruptcy petition (Bankr. D. Maine Case No. 15-10802) on Nov. 3, 2015. The petition was signed by Kyle E. Nenninger as project manager. The Debtor estimates both assets and liabilities in the range of $10 million to $50 million. The Debtor has engaged Bernstein, Shur, Sawyer & Nelson, P.A. as counsel. Judge Peter G Cary is assigned to the case. BUCKSPORT GENERATION: Wants to Borrow $10 Million From AIM ---------------------------------------------------------- Bucksport Generation, LLC seeks permission from the Bankruptcy Court to obtain postpetition financing from AIM Development (USA) LLC in the maximum principal amount of $10,000,000 to fund the Debtor's day-to-day operations, working capital needs and restructuring costs. The Debtor also seeks approval of the consensual use of cash collateral in accordance with a budget. "Without the DIP Loan, even with the use of Cash Collateral, the Debtor would become unable to pay general operating expenses within a short period, resulting in increased administrative liabilities and a substantial diminution in the value of the Debtor's estate," says Robert J. Keach, Esq., at Bernstein , Shur, Sawyer & Nelson, P.A., counsel for the Debtor. The DIP Loan will bear interest at the rate of one percent per annum and be secured by the DIP Liens on the DIP Collateral. The DIP Collateral comprises substantially all the Debtor's assets, including, inter alia: (i) cash and accounts; (ii) personal property, fixtures and equipment; and (iii) the Debtor's interest in any agreements pursuant to which the Debtor possesses, uses or had authority to possesses or use, property of others, including, but not limited to, the Debtor's rights under the Ground Lease between Verso Bucksport LLC and Bucksport Generation LLC f/k/a Verso Bucksport Power LLC, effective as of Jan. 29, 2015. On or about Sept. 8, 2015, the Debtor and AIM entered into certain loan agreements pursuant to which AIM provided to the Debtor a line of credit of up to $10,000,000. As of the Petition Date, the Debtor's balance under the Prepetition LOC was $9,124,692. The Prepetition LOC Balance is secured by a blanket security interest in substantially all of the Debtor's assets. AIM is the only creditor with a security interest in Cash Collateral and has consented to the use of Cash Collateral in accordance with the Budget. As security for the repayment of the obligations arising under the DIP Documents, the Debtor proposes to grant to AIM first priority security interests in and liens upon all of the Debtor's assets and interests; provided, however, the DIP Liens will be subject to the Carve-Out Expenses and to the lien of Bangor Gas Company -- a contract counterparty -- to the extent such lien is valid, enforceable and properly perfected. About Bucksport Generation Bucksport Generation LLC, an energy plant operator, filed Chapter 11 bankruptcy petition (Bankr. D. Maine Case No. 15-10802) on Nov. 3, 2015. The petition was signed by Kyle E. Nenninger as project manager. The Debtor estimates both assets and liabilities in the range of $10 million to $50 million. The Debtor has engaged Bernstein, Shur, Sawyer & Nelson, P.A. as counsel. Judge Peter G Cary is assigned to the case. CANCER GENETICS: Updated Third Quarter Preliminary Results ---------------------------------------------------------- While full financial information is not available for the three and nine months ended Sept. 30, 2015, Cancer Genetics, Inc. provided the following unaudited preliminary information for the three and nine months ended Sept. 30, 2015, as an update. "We are currently finalizing our financial results for the three months ended September 30, 2015. While complete financial information and operating data as of and for such period are not available, based on the information and data currently available, our management preliminarily estimates that for the three months ended September 30, 2015 our revenue was $4.0 million, compared to revenue of $4.2 million for the three months ended June 30, 2015 and $3.2 million for the three months ended September 30, 2014. In addition, our management preliminarily estimates that for the three months ended September 30, 2015 our operating loss and net loss was between $5.6 million and $5.2 million, respectively, compared to an operating loss and net loss of $4.4 million and $5.0 million for the three months ended June 30, 2015 and $ 4.9 million and $4.8 million for the three months ended September 30, 2014. The Company had cash, cash equivalents and short-term investments of approximately $19.9 million at Sept. 30, 2015. "We are currently obtaining and finalizing the financial results of Response Genetics for purposes of preparing condensed pro forma financial information in our quarterly report. While complete financial information and operating data as of and for such period are not available, based on the information and data currently available, our management preliminarily estimates that for the three months ended September 30, 2015 Response Genetics' revenue was $2.7 million. In addition, our management preliminarily estimates that for the three months ended September 30, 2015 Response Genetics' net loss was $5.8 million. We did not acquire any of the Response Genetics cash or accounts receivable associated with their clinical business. Response Genetics' preliminary results of operations and financial data included in this prospectus has been prepared by, and are the responsibility of, the Company's management. BDO USA LLP has not audited, reviewed, compiled or performed any procedures with respect to the foregoing preliminary results of operations and financial data. Accordingly, BDO USA, LLP does not express an opinion or any other form of assurance with respect thereto. All of these estimates are preliminary and may change. There can be no assurance that Response Genetics' final results for this quarter will not differ from these estimates, including as a result of quarter-end closing procedures or review adjustments, and such changes could be material. In addition, these preliminary results of operations and financial data for the three months ended September 30, 2015 are not necessarily indicative of the results to be achieved for the remainder of 2015 or any future period. The Response Genetics numbers above are derived from the historical numbers of Response Genetics. Over time the operations of Response Genetics will be integrated into the operations of Cancer Genetics. This integration may change how certain tests are coded and submitted to payers (including Medicare) and, consequently, may result in differences in the future in which revenues and bad debt expenses are recorded when compared with the historical methods of Response Genetics. At the current time, Cancer Genetics does not have enough information to prepare a reliable estimate of any possible changes. Response Genetics filed for Chapter 11 bankruptcy on August 9, 2015. GAAP requires specific adjustments when an entity is in bankruptcy. These adjustments can affect the measurement of assets and liabilities from the discharge of bankruptcy, potential recognition of gain or loss resulting and classification of assets and liabilities to be discharged in the bankruptcy process. Cancer Genetics has also not made any adjustments to the Response Genetics financial information to reflect the bankruptcy of Response Genetics in the preliminary financial information for the period ended Sept. 30, 2015. As of the date of this filing, Cancer Genetics has not completed the detailed valuation studies necessary to finalize the required estimates of the fair value of the Response Genetics’ assets acquired and liabilities assumed and the related allocations of the purchase price, nor has Cancer Genetics identified the adjustments necessary, to conform Response Genetics' accounting policies to those of Cancer Genetics. The Company filed a free writing prospectus with the SEC, a copy of which is available for free at http://is.gd/ZOm9eH About Cancer Genetics Rutherford, N.J.-based Cancer Genetics, Inc., is an early-stage diagnostics company focused on developing and commercializing proprietary genomic tests and services to improve and personalize the diagnosis, prognosis and response to treatment (theranosis) of cancer. Cancer Genetics reported a net loss of $16.6 million in 2014, a net loss of $12.4 million in 2013 and a net loss of $6.66 million in 2012. As of June 30, 2015, the Company had $39.8 million in total assets, $13 million in total liabilities and $26.7 million in total stockholders' equity. CENTRAL GARDEN: Moody’s Rates $400MM Sr. Unsecured Notes 'B2' --------------------------------------------------------------- Moody's Investors Service rated Central Garden & Pet Company $400 million senior unsecured notes B2, while at the same affirming all other ratings, including the B1 Corporate Family Rating. Proceeds will be used to repay the existing senior subordinated notes. The rating outlook was revised to positive from stable due to Central Garden's improving credit profile and Moody's expectation that the improvements will continue. "The refinancing is credit positive as it will save the company about $7 million a year in interest and extend the maturity date to 2023," said Kevin Cassidy, Senior Credit Officer at Moody's Investors Service. Rating assigned: $400 million senior unsecured notes at B2 (LGD 5); Rating affirmed: Corporate Family Rating at B1; Probability of Default Rating at B1-PD; Speculative grade liquidity rating at SGL-2 Rating to be withdrawn: $450 million senior subordinated notes ($400 million outstanding) at B2 (LGD 5); RATINGS RATIONALE Central Garden's B1 Corporate Family Rating reflects its moderate leverage at around 3.2 times (Moody's adjusted), thin but improving EBIT margins and stabilized operating performance. The rating is supported by the company's strong market position in pet and lawn & garden, moderate size with revenue around $1.6 billion, solid brand recognition among consumers and moderate financial policies. The ratings are constrained by the seasonality of earnings and cash flows, weather dependency, exposure to volatile raw materials prices, the somewhat discretionary nature of its products and by its highly concentrated customer base. They are also tempered by its history of operating performance missteps although Moody's believes the operational issues are largely resolved. The positive outlook reflects Moody's belief that Central Garden will reduce financial leverage and improve its overall credit metrics as its strategy of reducing SKUs and repositioning its advertising spending continues. The ratings could be upgraded if the company is able to achieve most of its expected cost savings and meaningfully improve earnings, cash flow and credit metrics. Sustained credit metrics (outside of seasonal borrowings) necessary for an upgrade include debt/EBITDA below 3 times and EBIT margins approaching the high single digits. The ratings could be downgraded if Central's operating performance and/or credit metrics unexpectedly deteriorate. Sustained credit metrics (outside of seasonal borrowings) necessary for a downgrade include debt/EBITDA approaching 4 times and EBIT/interest below 1.5 times. Headquartered in Walnut Creek, California, Central Garden & Pet Company manufactures branded products and distributes third-party products in the lawn and garden and pet supplies industries in the United States. Products and brands include Pennington grass seed and wild bird feed, AMDRO fire ant control bait, Rebel grass seed, and the Eliminator private label for Wal-Mart in the Garden Products Group. The Pet Products group includes Kaytee wild bird, pet bird and small animal supplies, Nylabone dog bones and treats, Four Paws supplies for cats and dogs, Farnam equine supplies, Oceanic, Aqueon and Zilla produce aquatics supplies and aquarium in the Pet Products group. Sales approximated $1.6 billion for the twelve months ended June 30, 2015. CENTRAL GARDEN: S&P Assigns 'BB-' Rating on $400MM Unsecured Notes ------------------------------------------------------------------ Standard & Poor's Ratings Services assigned its 'BB-' issue-level rating to Walnut Creek, Calif.-based Central Garden & Pet Co.'s proposed $400 million senior unsecured notes due 2023. The '4' recovery rating on the proposed notes indicates that creditors could expect recovery in the lower half of the 30% to 50% range in the event of a payment default. S&P expects the company will use net proceeds from the proposed issuance to refinance its $400 million senior subordinated notes due March 1, 2018. S&P's ratings assume the transaction closes on substantially the terms provided to S&P. Total debt pro forma for the proposed transaction is about $400 million. All of S&P's existing ratings on the company, including its 'BB-' corporate credit rating, are unchanged by the transaction. The outlook is stable. S&P's ratings on Central Garden & Pet reflect the company's success stabilizing and improving operations, resulting in increased profitability, better working capital management, and a healthier balance sheet; and its participation in the stable pet industry. These positives are tempered by the company's weak negotiating power with a concentrated retail customer base that has significant leverage in the supply chain, susceptibility to changes in consumer discretionary spending in the garden segment, below-average profitability, and volatile input costs. S&P forecasts debt to EBITDA will be near 3x and funds from operations (FFO) to debt in the low-20% area over the next two years. RATINGS LIST Central Garden & Pet Co. Corporate credit rating BB-/Stable/-- Ratings Assigned Central Garden & Pet Co. Senior unsecured $400 mil. notes due 2023 BB- Recovery rating 4L CHAMINADE UNIVERSITY: Moody's Rates $25MM Revenue Bonds 'Ba2' ------------------------------------------------------------- Moody's Investors Service assigns an initial Ba2 rating to Chaminade University of Honolulu's expected issuance of up to $23 million Special Purpose Revenue Bonds, Series 2015A and $2 million Taxable Special Purpose Revenue Bonds, Series 2015B, both to be issued through the Department of Budget and Finance of the State of Hawaii. The Series 2015A bonds will have a final maturity in 2045, and the Series 2015B bonds will mature in 2019. The outlook is stable. Issue: Special Purpose Revenue Bonds, Series 2015A (Tax Exempt); Rating: Ba2; Sale Amount: $23,000,000; Expected Sale Date: 11/19/2015; Rating Description: Revenue: 501c3 Secured General Obligation Issue: Taxable Special Purpose Revenue Bonds, Series 2015B; Rating: Ba2; Sale Amount: $2,000,000; Expected Sale Date: 11/19/2015; Rating Description: Revenue: 501c3 Secured General Obligation SUMMARY RATING RATIONALE The Ba2 rating reflects the university's small scope of operations and highly competitive student market, while recognizing Chaminade's unique role as the only private Catholic university in Hawaii, with growing net tuition revenue and successful diversification of programming which helps cushion against pressure in any given market segment. The university's rating is constrained by limited financial flexibility due to weak resources relative to debt and operations. OUTLOOK The stable outlook reflects our expectation that the university will continue to produce modest surplus operations sufficient to cover debt service, but that aside from proceeds from the expected building sale, resource and liquidity growth will remain slow. WHAT COULD MAKE THE RATING GO UP -- Significant influx of liquid financial resources through philanthropy or sustained strong cash flow WHAT COULD MAKE THE RATING GO DOWN -- Enrollment pressures leading to stagnant net tuition revenue or weakened cash flow -- Any deterioration of monthly liquidity OBLIGOR PROFILE Chaminade is a small private Catholic (Marianist) College in Honolulu, with approximately 2,200 students and $47 million of operating revenue. The university was founded in 1955 and is the only Catholic university in the state of Hawaii. LEGAL SECURITY The bonds are unconditional obligations of the university, secured by a pledge of gross revenues as well as a negative mortgage pledge on the university's facilities. USE OF PROCEEDS The Series 2015A&B bonds will be used to: (1) refund the Series 2006 bonds; (2) finance and refinance the acquisition, construction, renovation and equipping of facilities on Chaminade's campus; (3) fund a debt service reserve fund; and (4) and pay costs of issuance. CHAMINADE UNIVERSITY: S&P Rates 2015A & 2015B Revenue Bonds 'BB+' ----------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'BB+' long-term rating to the Hawaii State Department of Budget & Finance'sseries 2015A and 2015B special purpose revenue bonds and taxable special purpose revenue bonds, issued on behalf of Chaminade University. The outlook is stable. "The rating reflects our view of the university's adequate enterprise profile, including a very small enrollment base and below-average student quality," said Standard & Poor's credit analyst Jessica Matsumori. "The rating also reflects our view of the university's unique competitive position and its very weak financial profile -- including a predominantly restricted balance sheet, high pro forma leverage, and limited liquidity," Ms. Matsumori added. Proceeds of the series 2015A and B bonds are expected to refund the university's outstanding series 2006 bonds as well as provide funding for a variety of projects on campus, including a small amount of reimbursement for funds already spent. Chaminade University of Honolulu is a Catholic university, sponsored by the Province of the United States of America of the Society of Mary (Marianists). Founded in 1955, the school offers three bachelor's degrees, eight graduate degree programs, and several professional certificate programs with a focus on education, business, science, and health sciences. CHARLES HESTER: Suit Against JP Morgan Partially Dismissed ---------------------------------------------------------- Judge David M. Warren of the United States Bankruptcy Court for the Eastern District of North Carolina, Raleigh Division, partially allowed and partially denied JPMorgan Chase Bank, N.A.'s Partial Motion to Dismiss the case captioned CHARLES E. HESTER, BARBETTA GODWIN HESTER, Plaintiffs, v. JPMORGAN CHASE BANK, Defendant, ADVERSARY PROCEEDING NO. 15-00001-8-DMW (Bankr. E.D.N.C.). Judge Warren denied the Motion to Dismiss as to the 75-1.1 Claim, Negligence Claim, 75-104 Claim and TCPA Claim and granted the Motion to Dismiss as to the IIED Claim and NIED Claim, without prejudice to the Plaintiffs filing amended claims. The bankruptcy case is IN RE: CHARLES ERNEST HESTER BARBETTA GODWIN HESTER, CHAPTER 11, Debtors, CASE NO. 11-04375-8-DMW (Bankr. E.D.N.C.). A full-text copy of the Memorandum Opinion dated October 16, 2015 is available at http://is.gd/jGi0c9from Leagle.com. Charles E. Hester, Plaintiff, represented by Matthew W. Buckmiller, Stubbs & Perdue, P.A., Esq. -- mbuckmiller@stubbsperdue.com -- Joseph Zachary Frost, Esq. -- jfrost@stubbsperdue.com -- Stubbs & Perdue, P.A., Trawick H Stubbs Jr., Esq. -- tstubbs@stubbsperdue.com -- Stubbs & Perdue, P.A. JPMorgan Chase Bank, Defendant, represented by Joseph M. Lischwe, Esq. -- joe.lischwe@nelsonmullins.com -- Nelson Mullins Riley & Scarborough LLP, Jackson Wicker, Esq. -- jackson.wicker@nelsonmullins.com -- Nelson Mullins Riley & Scarborough LLP. CITY SPORTS: Hilco-Gordon Joint Venture to Liquidate 26 Stores -------------------------------------------------------------- Eric Convey at Boston Business Journal reports that a joint venture between Hilco Merchant Resources LLC and Gordon Brothers Retail Partners LLC -- companies that dispose of retail assets -- won the bidding for City Sports stores. Court documents say that the Company's 26 stores, including nine in Massachusetts, will be liquidated. Business Journal relates that the agreement to sell the stores to a liquidator includes stipulations to guarantee an orderly process, like a mandate that all liquidation sales occur during stores' regular business hours. About City Sports City Sports, Inc., and City Sports-DC, LLC, filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 15-12054 and 15-12056, respectively) on Oct. 5, 2015. Andrew W. Almquist signed the petition as senior vice president and chief financial officer. The Debtors estimated both assets and liabilities of $10 million to $50 million. The Debtors have engaged DLA Piper LLP (US) as counsel and FTI Consulting, Inc., as financial and restructuring advisor. The Company is a Boston-based specialty sports retailer that offers performance footwear, athletic apparel, and equipment from leading brands as well as the Company's own "CS by City Sports" line for running, fitness, swimming, cycling, tennis, yoga and team sports. COLT DEFENSE: Filed 10-Week Projection Model -------------------------------------------- Colt Defense LLC and Colt Finance Corp. filed with the Securities and Exchange Commission their "Debtor-in-Possession 10-Week Projection Model". The Projection was filed as an exhibit to Colt's Form 8-K report. A copy of the document is available at http://is.gd/JamntI In connection with the ongoing bankruptcy proceedings of Colt Defense LLC and Colt Holding Company LLC and certain of their subsidiaries and affiliates, Colt Defense and Colt Finance Corp. entered into confidential discussions with and provided certain confidential information regarding Colt Defense and its consolidated subsidiaries to certain holders of Colt's 8.75% Senior Notes due 2017. In connection with those discussions, Colt agreed with the Holders to provide the information publicly. About Colt Defense Colt Defense LLC is one of the world's oldest and most iconic designers, developers, and manufacturers of firearms for military, law enforcement, personal defense, and recreational purposes and was founded over 175 years ago by Samuel Colt, who patented the first commercial successful revolving cylinder firearm in 1836 and began supplying U.S. and international military customers with firearms in 1847. Colt is incorporated in Delaware and headquartered in West Hartford, Connecticut. In 1992, Colt Manufacturing Company, then the principal operating subsidiary, filed chapter 11 petitions (Bankr. D. Conn.). An investment by Zilkha & Co. allowed CMC to confirm a chapter 11 plan and emerge from Bankruptcy in 1994. Sometime after 1994, majority ownership of the Company Transitioned from Zilkha & Co. to Sciens Capital Management. Colt Holding Company LLC and nine affiliates, including Colt Defense LLC, on June 14, 2015, filed voluntary petitions (Bankr. D. Del. Lead Case No. 15-11296) for relief under Chapter 11 of the Bankruptcy Code to pursue a sale of the assets as a going concern. Colt Defense estimated $100 million to $500 million in assets and debt. On June 16, 2015, the Court directed the joined administration of the assets. The Debtors tapped Richards, Layton & Finger, P.A., and O'Melveny & Myers LLP, as attorneys, and Kurtzman Carson Consultants LLC as claims and noticing agent. Perella Weinberg Partners L.P. is acting as financial advisor of the Company, and Mackinac Partners LLC is acting as its restructuring advisor. Wilmington Savings Fund Society, FSB, as agent under the $13.3 million Term DIP Loan Agreement, is represented by Pryor Cashman LLP's Eric M. Hellige, Esq.; and Willkie Farr & Gallagher LLP's Leonard Klingbaum, Esq. Cortland Capital Market Services LLC, as agent under the $6.67 million Senior DIP Credit Agreement, is represented by Holland & Knight LLP's Joshua M. Spencer, Esq.; Stroock & Stroock & Lavan LLP's Brett Lawrence, Esq.; and Osler, Hoskin & Harcourt LLP's Richard Borins, Esq., and Tracy Sandler, Esq. The U.S. Trustee for Region 3 appointed five creditors of Colt Defense Inc. and its affiliates to serve on the official committee of unsecured creditors. MagPul Industries Corp. has resigned from the committee leaving only four Committee members. Sciens Capital is represented by Skadden, Arps, Slate, Meagher & Flom LLP's Anthony W. Clark, Esq., and Jason M. Liberi, Esq. * * * Colt's equity sponsor, Sciens Capital Management, has agreed to act as a stalking horse bidder in a proposed asset sale. The Debtors called off the bankruptcy auction after no potential buyers emerged by an Oct. 16, 2015 deadline. The Debtors on Oct. 9 filed a proposed plan of reorganization premised on a $50 million exit financing facility from private-equity owner Sciens Capital Management, LLC, Fidelity National Financial Inc., Newport Global Advisors LP, and certain other lenders. The Plan secures options for the Company to continue operations in West Hartford, Connecticut on a long-term basis. COMMUNICATION INTELLIGENCE: Mike Engmann Joins Board ---------------------------------------------------- Communication Intelligence Corporation announced that Mike Engmann was voted onto its Board of Directors and was named co-chairman, a role he now shares with Philip Sassower. "Mike is a significant investor and long-time supporter of CIC and we are thrilled that he has accepted my invitation to join our board and to increase his involvement with the company," said Philip Sassower, co-chairman and CEO for CIC. "Mike brings a wealth of knowledge and expertise that I am confident will prove invaluable to CIC. We look forward to working together for the benefit of all CIC stakeholders." Mr. Engmann is one of the pioneer market-makers in the Pacific Stock Exchange's options program, where he began working as a trader in 1976. Over approximately 40 years, Mr. Engmann has founded, expanded and sold a number of businesses, including: Engmann Options, Inc. (1978) a family office investment vehicle; Sage Clearing Corporation (1980) a then cutting-edge clearing operation sold to ABN Amro Inc. in 1988; Preferred Trade, Inc. (1982), a broker-dealer providing research and trade execution services sold to Fimat in May 2005; MDNH Trading, Inc. (1989), a broker-dealer that allows private parties to invest in market-making; and Revere Data LLC (2001), a global financial and market data company sold to Factset in 2013. "Phil and I have been collaborating in the electronic signature and digital transaction management space through CIC for some time and I am looking forward to deeper involvement with the company," said Mike Engmann, co-chairman for CIC. "I believe that CIC has a well differentiated product, in a market that is rapidly expanding and with a sound strategy to deliver on the company's promise." Consistent with the Company's past practices, Mr. Engmann will be granted an option to acquire 1,000,000 shares of the Company's Common Stock under the Company's 2011 Stock Compensation Plan at a per share exercise price equal to the closing per share market price of the Company's Common Stock. The option granted to Mr. Engmann will vest quarterly over three years, and will have a seven-year term. Further to the Company's policies, Mr. Engmann, as a non-employee director, will receive $1,000 for each Board meeting attended and will be reimbursed for reasonable out-of-pocket expenses incurred in connection with attending such meetings. During the preceding twelve months the Company entered into the following transactions with Mr. Engmann: On March 24, 2015, the Company issued 1,000,000 shares of Series D-1 Preferred Stock to Mr. Engmann for $1,000,000 in cash. In addition the Company issued Mr. Engmann warrants to purchase 22,222,222 shares of Common Stock, immediately exercisable at $0.0225 per share. The warrants expire March 23, 2018. The warrants are exercisable in whole or in part and contain a cashless exercise provision. On July 23, 2015, the Company issued 200,000 shares of Series D-1 Preferred Stock to Mr. Engmann for $2000,000 in cash. In addition the Company issued Mr. Engmann warrants to purchase 8,000,000 shares of Common Stock, immediately exercisable into common stock of the Company at $0.0125 per share. The warrants expire March 23, 2018. The warrants are exercisable in whole or in part and contain a cashless exercise provision. On Sept. 29, 2015, the Company issued to Mr. Engmann a demand note in the principal amount of $250,000 in exchange for an equivalent amount loaned to the Company by Mr. Engmann. This note bears interest at the rate of 10% per annum and both the principal and interest accrued are payable on demand. About Communication Intelligence Redwood Shores, California-based Communication Intelligence Corporation is a supplier of electronic signature products and the recognized leader in biometric signature verification. As of March 31, 2015, the Company had $2.53 million in total assets, $2.17 million in total liabilities and $356,000 in total equity. CORINTHIAN COLLEGES: CFPB Gets $530-Mil. Judgment ------------------------------------------------- Stephanie Cumings, writing for Bloomberg News, reported that the Consumer Financial Protection Bureau won a $530 million default judgment against defunct Corinthian Colleges Inc. Oct. 27, although the judgment is likely to go unpaid. According to the report, the CFPB sued Corinthian in September for "luring tens of thousands of students into taking out private loans, known as 'Genesis loans,' to cover expensive tuition costs by advertising bogus job prospects and career services," according to a Oct. 28 press release from the CFPB. The CFPB acknowledged that "Corinthian cannot pay the judgment because it has dissolved and its assets have already been distributed according the liquidation plan in its bankruptcy case," the report related. About Corinthian Colleges Corinthian Colleges, Inc., et al., were founded in February 1995 and through acquisitions became one of the largest for-profit post-secondary education companies in the U.S. and Canada. In January 2010, Corinthian purchased Heald Capital LLC, which operated Heald College, a 150 year-old regionally-accredited institution with 12 campuses. Corinthian Colleges, Pegasus Education, Inc., and 23 affiliated entities filed voluntary Chapter 11 petitions (Bankr. D. Del. Lead Case No. 15-10952) on May 4, 2015, to complete an orderly wind down of operations. The cases are jointly administered under Case No. 15-10952. Judge Kevin J. Carey presides over the case. Corinthian Colleges, Inc., disclosed $721,596,789 in assets and $2,929,448,278 in liabilities as of the Chapter 11 filing. The Debtors tapped Richards, Layton & Finger, P.A., as counsel; FTI Consulting, Inc., as restructuring advisors; PricewaterhouseCoopers, LLC, as tax advisors; and Rust Consulting/Omni Bankruptcy as claims and noticing agent. The U.S. Trustee for Region 3 formed an Official Committee of Unsecured Creditors and an Official Committee of Student Creditors. The Creditors Committee retained Brown Rudnick LLP and Rosner Law Group as attorneys. The Student Committee tapped Robins Kaplan LLP and Poslinelli PC as attorneys. * * * The Debtors closed each of their campus locations effective as of April 27, 2015, and immediately began the process of liquidating their assets and winding down operations. The Troubled Company Reporter, on Oct. 9, 2015, reported that Corinthian Colleges, Inc., et al., notified that the effective date of their Third Amended and Modified Combined Disclosure Statement and Chapter 11 Plan of Liquidation was Sept. 21, 2015. CORINTHIAN COLLEGES: CFPB Wins Judgment on $530 Million Lawsuit --------------------------------------------------------------- Diana Jones at Bankruptcy Law360 reported that an Illinois federal judge found on Oct. 7, 2015, that Corinthian Colleges Inc. used deceptive student lending practices, entering a default judgment in a $530 million lawsuit filed by the Consumer Financial Protection Bureau and bringing more bad news for the for-profit company as it works its way through Chapter 11 bankruptcy. U.S. District Judge Gary Feinerman agreed with the CFPB that the California-based company misrepresented its students' job prospects in an effort to convince them to attend its schools and take out high-interest and high-fee loans. About Corinthian Colleges Corinthian Colleges, Inc., et al., were founded in February 1995 and through acquisitions became one of the largest for-profit post-secondary education companies in the U.S. and Canada. In January 2010, Corinthian purchased Heald Capital LLC, which operated Heald College, a 150 year-old regionally-accredited institution with 12 campuses. Corinthian Colleges, Pegasus Education, Inc., and 23 affiliated entities filed voluntary Chapter 11 petitions (Bankr. D. Del. Lead Case No. 15-10952) on May 4, 2015, to complete an orderly wind down of operations. The cases are jointly administered under Case No. 15-10952. Judge Kevin J. Carey presides over the case. Corinthian Colleges, Inc., disclosed $721,596,789 in assets and $2,929,448,278 in liabilities as of the Chapter 11 filing. The Debtors tapped Richards, Layton & Finger, P.A., as counsel; FTI Consulting, Inc., as restructuring advisors; PricewaterhouseCoopers, LLC, as tax advisors; and Rust Consulting/Omni Bankruptcy as claims and noticing agent. The Effective Date of the Debtor's Third Amended Chapter 11 Plan of Liquidation was Sept. 21, 2015. The U.S. Trustee for Region 3 formed an Official Committee of Unsecured Creditors and an Official Committee of Student Creditors. The Creditors Committee retained Brown Rudnick LLP and Rosner Law Group as attorneys. The Student Committee tapped Robins Kaplan LLP and Poslinelli PC as attorneys. * * * The Debtors closed each of their campus locations effective as of April 27, 2015, and immediately began the process of liquidating their assets and winding down operations. DOUGLAS HIMMELFARB: Plan of Reorganization Confirmed ---------------------------------------------------- Judge Robert J. Faris the United States Bankruptcy Court for the District of Hawaii entered confirmed Douglas Bruce Himmelfarb's Plan of Reorganization Dated March 23, 2015, according to a Findings of Fact and Conclusions of Law dated October 20, 2015, a full-text copy of which is available at http://is.gd/6LOqe4from Leagle.com. The case is In re: DOUGLAS BRUCE HIMMELFARB, (Chapter 11) Debtor, CASE NO. 13-00229 (Bankr. D. Haw.). Douglas B. Himmelfarb, Debtor, represented by Christopher J. Muzzi, Esq. -- cmuzzi@hilaw.us -- Moseley Biehl Tsugawa Lau & Muzzi. ELBIT IMAGING: Plaza Gets Amended Notice to Convene EGM ------------------------------------------------------- Elbit Imaging Ltd. announced that Plaza Centers N.V. -- following receipt of a notice from Elbit Ultrasound (Luxembourg) B.V./ s.a.r.l., a 44.9% shareholder in Plaza and a wholly owned subsidiary of the Company, on 21 September, 2015 -- Plaza has received a subsequent notice replacing the First Notice. The most recently received notice requires that Plaza will convene an extraordinary general meeting, under the provisions of Section 27.3 of Plaza's articles of association, to consider and, if thought fit, pass resolutions relating to the dismissal of Messrs. Shlomi Kelsi and Yoav Kfir. About Elbit Imaging Tel-Aviv, Israel-based Elbit Imaging Ltd. (TASE, NASDAQ: EMITF) holds investments in real estate and medical companies. The Company, through its subsidiaries, also develops shopping and entertainment centers in Central Europe and invests in and manages hotels. Since February 2013, Elbit has intensively endeavored to come to an arrangement with its creditors. Elbit has said it has been hanging by a thread for more than five months. It has encountered cash flow difficulties and this burdens its day to day activities, and it certainly cannot make the necessary investments to improve its assets. In light of the arrangement proceedings, and according to the demands of most of the bondholders, as well as an agreement that was signed on March 19, 2013, between Elbit and the Trustees of six out of eight series of bonds, Elbit is prohibited, inter alia, from paying off its debts to the financial creditors -- and as a result a petition to liquidate Elbit was filed, and Bank Hapoalim has declared its debts immediately payable, threatening to realize pledges that were given to the Bank on material assets of the Company -- and Elbit undertook not to sell material assets of the Company and not to perform any transaction that is not during its ordinary course of business without giving an advance notice to the trustees. Accountant Rony Elroy has been appointed as expert for examining the debt arrangement in the Company. In July 2013, Elbit Imaging's controlling shareholders, Europe- Israel MMS Ltd. and Mr. Mordechay Zisser, notified the Company that the Tel Aviv District Court has appointed Adv. Giroa Erdinast as a receiver with regards to the ordinary shares of the Company held by Europe Israel securing Europe Israel's obligations under its loan agreement with Bank Hapoalim B.M. The judgment stated that the Receiver is not authorized to sell the Company's shares at this stage. Following a request of Europe-Israel, the Court also delayed any action to be taken with regards to the sale of those shares for a period of 60 days. Europe Israel and Mr. Zisser have also notified the Company that they utterly reject the Bank's claims and intend to appeal the Court's ruling. As of June 30, 2015, the Company had NIS 2.8 billion in total assets, NIS 2.5 billion in total liabilities and NIS 338.3 million in shareholders' equity. EPWORTH VILLA: Plan Hearing Tentatively Set for Dec. 11 ------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Oklahoma on Oct. 26, 2015, conducted a hearing on the disclosure statement explaining the proposed reorganization plan, as amended, of Central Oklahoma United Methodist Retirement Facility, Inc., doing business as Epworth Villa. The Court has continued the Disclosure Statement hearing to Nov. 9 at 10:00 a.m. The bankruptcy judge also has tentatively set the hearing to consider confirmation of the Plan for Dec. 11, 2015 at 10:00 a.m., pending approval of the disclosure statement. Epworth Villa filed on Sept. 28 a Second Modified Plan and an amended Disclosure Statement that reflect a settlement reached with Williams Hicks and the indenture trustee under revenue bonds with outstanding principal of $87.8 million, which objected to the prior iteration of the disclosure statement. The Debtor on Oct. 23 filed technical and clarifying revisions to the Modified Plan and Disclosure Statement. A copy of the document is available for free at: http://bankrupt.com/misc/Epworth_Villa_508_Rev_DS.pdf The Chapter 11 Plan The Debtor was forced to seek bankruptcy protection after a $15 million-plus judgment against Epworth Villa entered by state court in July 2014, in a lawsuit filed by William Hicks, the husband of Virginia Hicks, a former resident of Epworth Villa. The Debtor says that the principal challenge to reorganization was presented by the Hicks Judgment Claim. The face amount of Hicks' aggregate Claim ($15 million+) constitutes over 95% of the total of all unsecured claims against Epworth Villa. Epworth Villa believes that the Judgment was legally erroneous; and it has been challenged by Epworth Villa through a pending appeal. While Epworth Villa believes that strong arguments exist for the reversal or substantial modification of the Judgment on appeal, ultimate appellate disposition is certainly more than a year ahead. In the meantime, Epworth Villa believes strongly that its best interest, and that of its creditor constituencies and residents will be best served by a plan of reorganization being confirmed at the earliest possible time. As reported in the Oct. 2, 2015 edition of the TCR, according to the Disclosure Statement, the Plan provides for the continued operation of Epworth Villa's business and proposes to treat claims and interests as follows: -- All priority claims (Class 1), if any, will be paid in cash, in full, without postpetition interest. -- The Claim of the BancFirst, the indenture trustee (Class 2), which is secured, in part by the Facility, will be Impaired as necessary to facilitate the reorganization contemplated by the Plan; namely the Indenture Trustee will be deemed to have (i) waived any default under such documents arising from the pendency of and/or entry of judgment in the Oklahoma County Action or from the filing of Epworth Villa's bankruptcy case; (ii) amended the requirements in such documents of the number of days' cash on hand Debtor is required to maintain to reduce the number from 180 days to 150 days for a period of one year from the Effective Date with an extension of one additional year upon reasonable request of Epworth Villa, provided that at the end of such periods, the existing provision for maintaining 180 days cash on hand shall be reinstated; and (iii) released the lien, if any, of the Bond Indenture in and to the Cash and other assets of Epworth Villa and its Estate as, and only to the extent, required to fulfill the Plan's payment, transfer, and/or other treatment obligations to other Holders entitled to receive distributions as provided in the Plan. -- With respect to other secured Claims (Class 3), Epworth Villa will either surrender the collateral to the creditor, or take all steps necessary to "reinstate" the credit relationship. The only known creditor in Class 3 is the Ford Motor Credit Corporation, which has financed certain vehicles in Epworth Villa's business fleet. At this time, Epworth Villa is inclined to reinstate that obligation rather than surrender the subject vehicles. -- Claims for which Epworth Villa has insurance coverage available (Class 4) will be satisfied by such insurance to the extent of such coverage. This Class includes several tort claimants, including Hicks for the component of their Claims attributable to Epworth Villa's alleged negligence. -- Another of the Hicks' claims -- a contract claim for breach of the Hicks' residency agreement -- is classified exclusively in Class 5, and will be satisfied by the provision of indefinite "rent-free" residency for William Hicks at Epworth Villa's Facility, as well as refund assurances should he decide to move away from the Facility. -- The balance of the Hicks' Claims are classified in Class 6, and will be treated through the creation of a litigation trust. Holders of Claims in Class 6 will be the only beneficiaries of the Litigation Trust. Epworth Villa will transfer the Litigation Trust Assets -- $1.0 million plus the Estate Claims -- to the Litigation Trust for liquidation and distribution to Holders of Class 6 Claims. Given the unique composition (Hicks Claims exclusively) and treatment of Class 6 and other Classes, no contest over the Allowed amount of the Hicks' Class 6 Claims will be necessary or permitted. Those Claims will be allowed in the amounts stated in the Hicks' proof(s) of claims; provided however, that such final allowance shall have no preclusive effect for any other purpose in any other forum. -- The balance of unsecured Claims against Epworth Villa, e.g., the numerous "trade" creditors, will fall into Class 7 -- "Other Unsecured Claims" -- and be paid in full with postpetition interest. -- The fate of the membership Interest in Epworth Villa (Class 8), held by Epworth Living, Inc., will be determined by the actions of the Impaired Classes of Claims: if any Class of Impaired Claims does not accept the Plan, then the Class 8 Interests shall be cancelled and extinguished under the Plan; if all Classes of Impaired Claims accept the Plan, then the Class 8 Interest Holder shall retain its Interests. As a consequence of Plan impairment and deemed acceptance or rejection, only Holders of Allowed or Estimated Claims in Classes 1, 2, 4, 5, 6 and 8 shall be entitled to vote to accept or reject the Plan. A copy of the Disclosure Statement Explaining the Second Modified Plan is available for free at: http://bankrupt.com/misc/Epworth_Villa_461_2nd_Am_DS.pdf 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. EPWORTH VILLA: Seeks to Strike Holden & Carr Objection ------------------------------------------------------ Central Oklahoma United Methodist Retirement Facility, Inc., doing business as Epworth Villa, said that no voting creditors have objected to the pending Disclosure Statement to Accompany Second Modified Plan of Reorganization. It is now asking the U.S. Bankruptcy Court for the Western District of Oklahoma to strike or overrule the lone objection filed by Holden & Carr. Holden & Carr said approval of the Amended Disclosure Statement should be denied because it fails to "provide adequate" information to allow parties to intelligently vote for the proposed Amended Plan, particularly with respect to the Hicks Judgment. In its Oct. 20 filing, the objector said it is a fundamental breach of fiduciary duty by the Debtor's officers and directors to not defend the pending appeal seeking to reverse the $15 million judgment in favor of the Hicks Claimants and against the Debtor. Moreover, according to Holden & Carr, the Amended Disclosure Statement fails to point out that the proposed Amended Plan is not-confirmable pursuant to either § 1129(a) or (b) of the Bankruptcy Code. "HC's extraordinary conduct appears motivated only by its tactical interest in avoiding ever having to account for its responsibility for Epworth Villa's economic distress," Epworth Villa said in a response to HC's objections. According to the Debtor, even if the Court were to ignore the transparent agenda of HC, and presume that it was offering its voice out of benevolence for the creditors, its Objection should still not be countenanced by the Court. The Debtor notes that HC admits that it "is not a party" to this bankruptcy case. According to the Debtor, under principles of "prudential standing", an entity is not permitted to rest its claim to relief on the legal rights or interests of third parties, such as the creditors here. The Debtor points out that at this stage of the plan confirmation process that the Modified Plan effectively addresses what the parties perceived to be the Court’s own concerns with the previously-pending Settlement Motion, namely -- (i) that Epworth Villa's pending appeal of the Hicks Judgment ("Appeal") would be dismissed; (ii) that Epworth Villa's officers would receive undue releases from alleged claims against them; and (iii) that settlement of the Hicks claims in this case would adversely impact recoveries for general unsecured creditors. According to the Debtor, the fact (i) that the Appeal will continue to be prosecuted, (ii) that no third-party releases will be effected by the Modified Plan and, most importantly, (iii) that general unsecured creditors will have their claims paid in full with interest, should enable a successful conclusion to the administration of this case in Bankruptcy Court, and permit Epworth Villa to begin to stabilize and grow the operation upon which so many vulnerable residents and future residents need to be able to rely. Holden & Carr's attorneys: RHODES HIERONYMUS JONES TUCKER & GABLE John H. Tucker, Esq. Jesse L. Sumner, Jr., Esq. P.O. Box 21100 Tulsa, OK 74121-1100 Tel: (918) 582-1173 Fax: (918) 592-3390 E-mail: jtucker@rhodesokla.com jsumner@rhodesokla.com - and - MCDONALD MCCANN METCALF & CARWILE, LLP Gary M. McDonald, Esq. Chad J. Kutmas, Esq. 15 E. 5th Street, Suite 1400 Tulsa, OK 74103 Tel: (918) 430-3700 Fax: (918) 430-3770 E-mail: gmcdonald@mmmsk.com ckutmas@mmmsk.com Epworth Villa is represented by: G. Blaine Schwabe, III, Esq. Elizabeth F. Cooper, Esq. GABLEGOTWALS One Leadership Square, 15th Floor 211 North Robinson Oklahoma City, OK 73102-7101 Tel: (405) 235-5500 Fax: (405) 235-2875 E-mail: gschwabe@gablelaw.com ecooper@gablelaw.com - and - Sidney K. Swinson, Esq. Mark D.G. Sanders, Esq. Brandon C. Bickle, Esq. GABLEGOTWALS 1100 ONEOK Plaza 100 West Fifth Street Tulsa, OK 74103 Tel: (918) 595-4800 Fax: (918) 595-4990 E-mail: sswinson@gablelaw.com msanders@gablelaw.com bbickle@gablelaw.com 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. ESCALERA RESOURCES: Files Voluntary Chapter 11 Bankruptcy Petition ------------------------------------------------------------------ Escalera Resources Co. on Nov. 5 disclosed that it filed a voluntary petition in the United States Bankruptcy Court for the District of Colorado seeking relief under the provisions of Chapter 11 of Title 11 of the United States Code. The Company believes the Chapter 11 process will provide the greatest flexibility to pursue viable options for asset sales or other alternatives with the goal of maximizing the value of the Company. Escalera will continue to operate the business as debtors-in-possession under the jurisdiction of the Court. The Company has filed a series of first day motions with the Court that will allow it to continue to conduct business without interruption. These motions are designed primarily to minimize the impact on the Company's operations, customers and employees. In connection with the bankruptcy process, Escalera has an agreement regarding the use of cash collateral. The Company is an independent energy company engaged in the exploration, development, production and sale of natural gas and crude oil, primarily in the Rocky Mountain basins of the western United States. Its core operations are from natural gas wells in Wyoming. Its corporate offices are located at 1675 Broadway, Suite 2200, Denver, Colorado 80202. Escalera has approximately 14,296,000 shares of common stock outstanding, which trade on the OTC Market Group's OTC Pink marketplace, and 1,610,000 shares of Series A Cumulative Preferred Stock outstanding (symbol "ESCRP"), which trade on the Nasdaq Capital Market. For access to Court documents and other general information about the Chapter 11 case, please visit http://www.cob.uscourts.gov The Company's bankruptcy legal advisors are Onsager | Guyerson | Fletcher | Johnson of Denver, CO. Headquartered in Denver, Escalera Resources Co. explores, develops, produces and sells natural gas and crude oil in the Rocky Mountain Basins of the western United States. The Company's current production consists of natural gas from its properties in Wyoming. F-SQUARED INVESTMENT: Seeks to Retain Control of Ch. 11 Cases ------------------------------------------------------------- F-Squared Investment Management, LLC, et al., ask the U.S. Bankruptcy Court for the District of Delaware to further extend the period by which they have exclusive right to file a plan until March 4, 2016, and the period by which they have exclusive right to solicit acceptances of their plan until May 4, 2016. On Oct. 28, 2015, the Debtors and the Official Committee of Unsecured Creditors filed the Joint Plan of Liquidation under Chapter 11 of the Bankruptcy Code and related disclosure statement. The Plan, according to Michael J. Merchant, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware, is the result of extensive negotiations with the Committee and provides for the most efficient and cost-effective means of orderly liquidating the Debtors' estates and providing distributions to stakeholders. A hearing to consider approval of the Disclosure Statement has been scheduled for Dec. 7, 2015 at 10:00 a.m. (Eastern Time). In addition to pursuing approval of the Disclosure Statement and confirmation of the Plan, the Debtors intend to file and prosecute objections to several large contested claims that were filed in the Chapter 11 Cases, Mr. Merchant tells the Court. The Debtors require additional time to pursue confirmation of the Plan and to address any unforeseen delays experienced in connection with those efforts, Mr. Merchant asserts. Russell C. Silberglied, Esq., Michael J. Merchant, Esq., Zachary I. Shapiro, Esq., and Amanda R. Steele, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware. About F-Squared Investment Headquartered in Wellesley, MA, F-Squared Investments, Inc. -- http://www.f-squaredinvestments.com-- is a privately owned investment manager. The firm primarily provides its services to other investment advisers. It also caters to individuals, high net worth individuals, and pension and profit sharing plans. The firm provides index management services. It manages separate client-focused equity, fixed income, and multi-asset portfolios. The firm invests in the public equity, fixed income, and alternative investment markets across the globe. It makes all its investments through exchange-traded funds. The firm invests in small-cap stocks of companies across diversified sectors. F-Squared Investment Management, LLC and eight of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No. 15-11469) on July 8, 2015. The petition was signed by Laura Dagan as president and chief executive officer. The cases are assigned to Laurie Selber Silverstein. Richards, Layton & Finger, P.A. serves as the Debtors' counsel. Gennari Aronson, LLP represents the Debtors as special corporate counsel. Grail Advisory Partners LLC (d/b/a PL Advisors) and Managed Account Services, LLC act as the Debtors' financial advisors and investment bankers. Stillwater Advisory Group LLC is the Debtors' crisis managers and restructuring advisors. BMC Group, Inc. acts as the Debtors' claims and noticing agent. * * * The hearing to consider approval of the Disclosure Statement explaining the Chapter 11 Plan of Liquidation of F-Squared Investment Management, LLC, et al., will be held on Dec. 7, 2015, at 10:00 a.m. (prevailing Eastern Time) before Judge Laurie Selber Silverstein of the U.S. Bankruptcy Court for the District of Delaware. The sale of substantially all of the Debtors' assets to Broadmeadow Capital, LLC, closed on Sept. 8, 2015 The Plan provides for the establishment of the F-Squared Liquidating Trust for the purposes of, among other things, (i) administering the Debtors' remaining assets, (ii) reconciling claims against the Debtors, (iii) objecting to and/or moving to estimate or recharacterize the claims, (iv) prosecuting estate causes of action, and (v) making distributions. A full-text copy of the Plan dated Oct. 28 is available at http://bankrupt.com/misc/FSIds1028.pdf FONTANA AUTOMOTIVE: Voluntary Chapter 11 Case Summary ----------------------------------------------------- Debtor: Fontana Automotive, Inc. 681 Harleysville Pike Harleysville, PA 19450 Case No.: 15-17925 Chapter 11 Petition Date: November 4, 2015 Court: United States Bankruptcy Court Eastern District of Pennsylvania (Philadelphia) Judge: Hon. Eric L. Frank Debtor's Counsel: Aris J. Karalis, Esq. MASCHMEYER KARALIS P.C. 1900 Spruce Street Philadelphia, PA 19103 Tel: (215) 546-4500 Email: akaralis@cmklaw.com - and - Robert W. Seitzer, Esq. MASCHMEYER KARALIS P.C. 1900 Spruce Street Philadelphia, PA 19103 Tel: (215) 546-4500 Email: rseitzer@cmklaw.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Steven J. Weirich, president. The Debtor did not include a list of its largest unsecured creditors when it filed the petition. FORBES ENERGY: S&P Lowers CCR & Unsecured Debt Rating to 'CCC+' --------------------------------------------------------------- Standard & Poor's Ratings Services lowered its corporate credit rating on Forbes Energy Services Ltd. to 'CCC+' from 'B'. The outlook is stable. At the same time, S&P lowered the issue-level ratings on the company's unsecured debt to 'CCC+' from 'B'. The recovery ratings remain '4', indicating S&P's expectation of average (30% to 50%; upper half of the range) recovery in the event of a payment default. "The downgrade on Forbes reflects our expectations of deteriorating credit measures through 2016 as industry conditions continue to prove challenging for Forbes," said Standard & Poor's credit analyst Michael Tsai. "The collapse of crude oil and gas prices, the corresponding decline in rig count, and an overcapacity of fluid handling equipment will pressure margins in Forbes' core Eagle Ford shale market and the Permian Basin," he added. Pricing pressure and declining equipment utilization rates continue to hurt the company's EBITDA. The company has responded by cutting operating costs and capital spending, which continue to support the company's strong liquidity position. Despite the company's efforts, S&P projects funds from operations (FFO) to debt to remain below 5% through 2016, and adjusted debt to EBITDA to jump above 10x by the end of 2016, which S&P considers unsustainable. S&P assess the company's business risk profile as "vulnerable" and its financial risk profile as "highly leveraged." S&P assess Forbes' liquidity as "strong," as defined in its criteria. The stable outlook reflects S&P's assessment of Forbes Energy Services Ltd.'s "strong" liquidity and the likelihood the company will have the ability to continue meeting debt obligations over at least the next 12 to 18 months. S&P could lower the rating on Forbes Energy if S&P reassessed liquidity as "less than adequate," likely as a result of a prolonged market downturn that continued to stretch the company's cash flows and jeopardized its ability meet principal and interest payments on its obligations. S&P could raise the rating on Forbes if it is able to stabilize its cash flows and show a clear path to improvement, such that S&P's projections for FFO to debt were near 12% for the company while maintaining at least "adequate" liquidity. FREDERICK'S OF HOLLYWOOD: Liquidation Plan Declared Effective ------------------------------------------------------------- All conditions precedent to the Effective Date pursuant to Article XIV.A. of the Combined Disclosure Statement and Chapter 11 Plan of Liquidation have been satisfied or waived, therefore, on November 3, 2015, the Effective Date of the Combined Disclosure Statement and Plan occurred, Old FOH, Inc., f/k/a Frederick's of Hollywood, Inc., et al., notified the U.S. Bankruptcy Court for the District of Delaware. Any Holder of a Claim arising from the rejection of an Executory Contract or unexpired lease pursuant to the Combined Disclosure Statement and Plan must submit a proof of Claim on account of the Claim by no later than November 24. The Administrative Expense Bar Date is December 3. U.S. Bankruptcy Judge Kevin Gross on Nov. 3 issued an order approving the Combined Disclosure Statement and confirmed the Plan. The Plan obtained overwhelming acceptance by holders of Class 1 - Prepetition Lender Secured Claims and Class 4 - General Unsecured Claims, according to P. Joseph Morrow IV, a director of corporate restructuring services of Kurtzman Carson Consultants LLC. A full-text copy of Mr. Morrow's Tabulation Report is available at http://bankrupt.com/misc/FOHtabrep.pdf Pursuant to the Plan, the Debtors and the Committee have jointly appointed Douglas Charboneau, the acting Chief Financial Officer of the Debtors, as Plan Administrator. The Plan Administrator's compensation will be: (i) a $100,000 flat fee earned and payable on the Effective Date; and (ii) a $50,000 bonus payable in the event that a final Distribution to Creditors is made on or before December 31, 2015 or a later date as may be agreed upon by counsel to the Committee and the Plan Administrator in writing. Dallas County, Fort Bend County, Harris County, Irving ISD, Jefferson County, and Tarrant County, are holders of prepetition claims for ad valorem taxes assessed against the Debtors on Jan. 1, 2015. The prepetition tax claims total approximately $18,000. The Tax Authorities complained that the Plan leaves their claims unimpaired and failed to properly provide for the payment of interest on the claims. Payment on the Texas Tax Claims will include accrued and unpaid interest from the Petition Date through the date of payment in full at the applicable state statutory rate of 1% per month. The Texas Tax Authorities will retain their tax liens on their cash collateral with the same validity, extent and priority until the Allowed mounts of the Texas Tax Claims are paid in full or disallowed. Andrew R. Vara, the Acting U.S. Trustee for Region 3, objected to the Combined Disclosure Statement and Plan, complaining that it fails to satisfy the adequate information standard of Section 1125 of the Bankruptcy Code and does not indicate which portions of it are to be taken as the disclosure statement and which portions constitute plan provisions. All objections, responses, statements and comments in opposition to the Combined Disclosure Statement and Plan, other tha those withdrawn with prejudice, waived, or settled prior to, or on the record at, the Confirmation Hearin, are overruled in their entirety. A full-text copy of the Combined Disclosure Statement and Plan, revised on Oct. 30, 2015, is available at http://bankrupt.com/misc/FHOplan1030.pdf A full-text copy of the Combined Disclosure Statement and Plan, dated Sept. 25, 2015, is available at http://bankrupt.com/misc/FOHplan0925.pdf The Texas Tax Authorities are represented by: Elizabeth Weller, Esq. LINEBARGER GOGGAN BLAIR & SAMPSON, LLP 2777 N. Stemmons Fwy., Ste. 1000 Dallas, TX 75207 Tel: (469)221-5075 Fax: (469)221-5003 E-mail: BethW@publicans.com About Frederick's Frederick's of Hollywood Group Inc., sells women's apparel and related products under its proprietary Frederick's of Hollywood brand. Frederick's had more than 200 brick-and-mortar stores at its peak. At present it sells its products at its online shop at http://www.fredericks.com/ On April 19, 2015, Frederick's of Hollywood and five affiliates each filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code. The cases are pending approval to be jointly administered under Case No. 15-10836 before the Honorable Kevin Gross (Bankr. D. Del.). The Company disclosed $36.5 million in assets and $106 million in debt as of the bankruptcy filing. The material debt obligations principally consist of $33 million in loans under a secured credit agreement, $16.2 million in unsecured promissory notes, and $56.7 million in trade debt and liabilities to landlords. The Debtors tapped Milbank, Tweed, Hadley & McCloy LLP, as bankruptcy counsel; Richards, Layton & Finger, P.A., as local counsel; Consensus Advisory Services LLC as investment banker and financial advisor; and Kurtzman Carson Consultants LLC, as claims and noticing agent. FREMONT INVESTMENT: Suit vs. Bedasees Remanded to State Court ------------------------------------------------------------- Judge John E. Steele of the United States District Court for the Middle District of Florida, Fort Myers Division, granted Fremont Investment & Loan Company's motion to remand to the Circuit Court of the Twentieth Judicial Circuit, in and for Collier County, Florida, his complaint against defendants Owen Bedasee, et al., Fremont filed the complaint in Collier County Circuit Court on February 22, 2008, seeking to foreclose on a $444,000 purchase money mortgage on real property located in Naples, Florida. Defendants Owen Bedasee, et al., defaulted on or about September 1, 2007, with a remaining balance of $433,462, plus interest, late charges, and expenses. On April 16, 2008, summary judgment was granted in the amount of $461,863, plus attorney's fees. On June 13, 2008, a Final Judgment of Foreclosure was entered on the docket, and the foreclosure was scheduled. The sale was cancelled and rescheduled numerous times upon motion by plaintiff, and on November 17, 2008, defendant Sandie Bedasee filed a Suggestion of Bankruptcy prompting a further cancellation. The case is FREMONT INVESTMENT & LOAN COMPANY, Plaintiff, v. OWEN BADESEE, the unknown spouse of Owen Badasee a/k/a Owen Bedasee, if living, including any unknown spouse or said defendant(s), if remarried, and if deceased, the respective unknown heirs, devisees, grantees, assignees, creditors, lienors, and trustees, and all, SANDIE BEDASEE, the unknown spouse of Sandie Bedasee, UNKNOWN TENANT #1, UNKNOWN TENANT #2, and MORTGAGE ELECTRONIC REGISTRATION SYSTEMS, INC., as nominee for Fremont Investment & Loan, Defendants, CASE NO. 2:15-CV-501-FTM-29MRM. A full-text copy of the Opinion and Order dated October 21, 2015 is available at http://is.gd/0YOAdvfrom Leagle.com. Fremont Investment & Loan Company, Plaintiff, represented by Daniel C. Consuegra, Esq. -- dan.consuegra@consuegralaw.com -- Law Offices of Daniel C. Consuegra, PL, Daniel Hurtes, Esq. -- DHurtes@BlankRome.com -- Blank Rome, LLP & Laura Layne Walker, Esq. -- Laura@gilbertgrouplaw.com -- Gilbert Garcia Group, PA. GENERAL NUTRITION: Moody’s Affirms Ba3 Corporate Family Rating ---------------------------------------------------------------- Moody's Investors Service today revised General Nutrition Centers, Inc.'s ("GNC") rating outlook to stable from positive and affirmed the company's ratings, including the Ba3 Corporate Family Rating, Ba3-PD Probability of Default Rating, and Ba2 ratings on the secured credit facilities. GNC's SGL-1 Speculative Grade Liquidity rating is unchanged. "The outlook change to stable reflects GNC's announcement that it expects to repurchase an additional $200 million in shares in the open market before the end of 2015 and that as a result of this activity, it will exceed its previously-announced targeted net leverage range of 3.2 to 3.4 times," stated Moody's Assistant Vice President -- Analyst Michael Zuccaro. "Operating performance, while showing sequential improvement, has also been slightly below our expectations. Therefore we now expect that debt/EBITDA, per our calculation, will modestly increase over the current level of 3.6 times." Outlook Actions: Issuer: General Nutrition Centers, Inc. -- Outlook, Changed To Stable from Positive Affirmations: Issuer: General Nutrition Centers, Inc. -- Corporate Family Rating at Ba3 -- Probability of Default Rating at Ba3-PD -- Senior Secured Bank Credit Facilities at Ba2(LGD3) GNC's Ba3 Corporate Family Rating is supported by the company's well-known brand name in its target markets along with Moody's favorable view of the vitamin, mineral, and nutritional supplement ("VMS") category, which accounts for about one-third of GNC's consolidated revenues. Following recent sales declines, Moody's anticipates that operating performance will modestly improve over the next twelve months as GNC focuses on realigning its pricing and promotional cadence. In addition, Moody's expects the company to prioritize product innovation in order to grow brand equity over time. The rating also reflects GNC's relatively stable credit metrics, with moderate debt/EBITDA of around 3.6x as of September 30, 2015 and solid interest coverage (EBIT to interest) of 4.2x. The company did not announce how it plans to fund the incremental share repurchases, but Moody's believes a combination of cash, cash flow and, potentially, modest borrowing, is likely. GNC indicated the share repurchases are being driven by its view that the share price is undervalued. Key credit concerns include GNC's sizable concentration in sports nutrition, which is a much more limited product segment with a relatively smaller target market than the VMS product category. Also considered is the potential risk arising from adverse publicity and product liability claims with regard to certain products sold by GNC, particularly diet products and herbs, two faddish product categories that are more exposed to such product liability risks and earnings volatility. The SGL-1 speculative-grade liquidity rating reflects GNC's very good liquidity supported by its internal sources of cash, projected free cash flow, and undrawn $130 million revolving credit facility expiring in March 2017. GNC had approximately $164 million of cash as of September 30, 2015 and Moody's projects free cash flow over the next 12 months will exceed $200 million. The company has no material debt maturities until the March 2017 expiration of its revolver. Moody's also expects ample cushion within the 4.25x maximum debt-to-consolidated EBITDA springing revolver covenant. There are no financial maintenance covenants in the term loan. The stable outlook incorporates Moody's view that that GNC's operating performance will modestly improve, benefitting from its highly regarded brand and positive demographic trends. The stable outlook also reflects Moody's expectation that GNC will maintain financial policies that support credit metrics remaining at levels appropriate for its Ba3 rating. GNC's ratings could be upgraded over time if the company demonstrates stable growth while maintaining strong operating margins in the mid-teens. An upgrade would require that GNC continue to adhere to a financial policy that would support debt/EBITDA sustained below 3.5x. Ratings could be downgraded if the company were to see a material decline in sales trends or if operating margins were to erode, either through a weakening competitive profile or material product-related risks. Ratings could also be lowered if the company's financial policies were to become aggressive, such as maintaining higher leverage due to increased shareholder friendly activities, or if liquidity were to materially erode, for instance, through the inability to extend the revolver beyond the current expiration date in March 2017. Quantitatively, a ratings downgrade could occur if it appears that debt/EBITDA will rise above 4.5x or EBIT/Interest fall near 2.5x on a sustained basis. General Nutrition Centers, Inc., ("GNC") headquartered in Pittsburgh, PA, manufactures and retails vitamins, minerals, nutritional supplements domestically and internationally. About 75% of its revenue is generated by over 3,500 company owned stores and website. It also has nearly 3,200 franchise locations in the U.S. and over 50 countries that generate about 15% of its revenue, and 2,300 stores within-a-stores with Rite Aid. Total revenues are about $2.6 billion. GETTY IMAGES: Moody’s Lowers Corporate Family Rating to Caa1 -------------------------------------------------------------- Moody's Investors Service downgraded Getty Images, Inc.'s Corporate Family Rating one notch to Caa1 from B3 and the Probability of Default Rating to Caa1-PD from B3-PD reflecting Moody's view that the company will need more time than previously expected to improve credit metrics, including leverage and free cash flow. Moody's also downgraded the company's senior secured credit facilities to B3 and the senior unsecured notes to Caa3. In addition, the company announced plans to issue $252.5 million of new 10.5% senior secured notes in exchange for $100 million of cash plus roughly $240 million of existing 7% senior unsecured notes representing a 36% discount to face value. Moody's views this transaction as a distressed exchange and will assign a "Limited Default" or "LD" to the company upon closing. The LD designation will be removed in three days. The rating outlook is changed to stable from negative. Issuer: Getty Images, Inc. -- Downgrades: -- Corporate Family Rating ("CFR"): Downgraded to Caa1 from B3 -- Probability of Default Rating ("PDR"): Downgraded to Caa1-PD from B3-PD -- Sr Secured 1st lien Term Loan due 2019: Downgraded to B3, LGD3 from B2, LGD3 -- Sr Secured 1st lien Revolving Credit Facility due 2017: Downgraded to B3, LGD3 from B2, LGD3 -- $550 million Senior Unsecured Notes due 2020: Downgraded to Caa3, LGD6 from Caa2, LGD6 -- Outlook Actions: -- Outlook changed to Stable from Negative RATINGS RATIONALE The downgrade of Getty Images' corporate family rating to Caa1 reflects Moody's updated projections indicating excessive leverage with debt-to-EBITDA exceeding 9.0x (including Moody's standard adjustments) through the end of 2016 as a result of high single digit percentage revenue declines in the company's Midstock segment for FY2015 and free cash flow-to-debt of less than 1% over the next 12 months. As a result, the company will need more time to turnaround operating performance sufficiently to restore credit metrics to be in line with a higher debt rating. To the extent the company completes its note exchange as planned, leverage would increase slightly and annual free cash flow would erode by roughly $10 million from higher interest payments. Although cash balances would increase initially by roughly $90 million post-transaction, planned funding of growth investments and higher debt service will leave the company with only adequate liquidity and limited ability to reduce debt balances over the next 18 months. Getty expects targeted growth investments to enhance revenue and EBITDA; however, Moody's believes timing and the extent to which these benefits will be realized is uncertain. Moody's also views the company as having greater risk related to its financial policies as we believe Getty's growth investments should be funded with equity capital given the company's current high leverage. Incorporating preliminary results through September 2015, Moody's expects revenue to increase in the low-single digit percentage range over the next 12-18 months; however, we do not expect EBITDA to grow until after 2016 due to targeted investments. The company has an undrawn revolver maturing in 2017 and a $1.85 billion covenant-lite term loan maturing in 2019, followed by the note maturity in 2020. Moody's believes an orderly refinancing of the debt facilities will require debt-to-EBITDA closer to 6.5x, similar to leverage at closing of the October 2012 buyout by Carlyle. Risk of another distressed exchange remains high to the extent the company is not able to perform in line with its operating plan. The stable rating outlook reflects Moody's expectations that revenue will grow in the low single-digit percentage range over the next 18 months and that debt-to-EBITDA will remain elevated over this period due to an increase in SG&A from planned growth investments. The outlook incorporates free cash flow-to-debt of less than 1% (including Moody's standard adjustments) over the next 12 months reflecting extraordinary tax payments and increased capital spending related to targeted investments. Ratings could be downgraded if operating performance tracks below Moody's expectations or if we believe the company will not be able to reduce leverage sufficiently to refinance the term loan in advance of its 2019 maturity in an orderly fashion. Ratings could also be downgraded if liquidity deteriorates or the company issues additional debt in excess of nominal levels. While unlikely in the next 18 months, ratings could be upgraded if the company demonstrates stability in Midstock revenue, free cash flow-to-debt improves to the mid single digit percentage range, and debt-to-EBITDA is sustained comfortably below 6.0x (including Moody's standard adjustments). Moody's would also need assurances that the company will be able to refinance near term maturities in an orderly fashion. Headquartered in Seattle, WA, Getty Images, Inc. is a leading creator and distributor of still imagery, video and multimedia products, as well as a recognized provider of other forms of premium digital content, including music. The company was founded in 1995 and provides stock images, music, video and other digital content through gettyimages.com and iStockphoto.com. In 2012, The Carlyle Group completed the acquisition of a controlling indirect interest in Getty Images in a transaction valued at approximately $3.3 billion. The Carlyle Group owns approximately 51% of the company with a trust representing certain Getty family members owning approximately 49%. Revenue totaled $827 million for the 12 months ended June 30, 2015. GLOBO PLC: Moody's Withdraws B2 CFR Due to Lacking Information -------------------------------------------------------------- Moody's Investors Service has withdrawn Globo plc's B2 corporate family rating and B1-PD probability of default rating (PDR) and the provisional (P)B2 instrument rating on the USD180 million Senior Secured Notes that were planned to be issued by Globo Mobile Inc. RATINGS RATIONALE On Oct. 26, 2015, Globo announced that at a Board meeting held on Oct. 24, 2015, Costis Papadimitrakopoulos, the Chief Executive Officer of the company until his resignation on that day, brought to the attention of the Board certain matters regarding the falsification of data and the misrepresentation of the company's financial situation. Following the meeting and receipt of legal advice, a committee of the board was set up, comprising the non-executive Directors only (the Committee). The Committee has initiated discussions with appropriate advisers in relation to the next steps and to ascertain the true financial position of the company. Earlier on Oct. 21, 2015, Globo announced that it has postponed the proposed issue of the Notes due to market conditions. Moody's has withdrawn the rating because it believes it has insufficient or otherwise inadequate information to support the maintenance of the rating. Headquartered in Palo Alto, USA, and Athens, Greece, and listed since 2007 on AIM in London, UK, Globo is a provider of enterprise and consumer mobility solutions. GT ADVANCED: Creditor Says Exclusivity Extension Would Cost Estate ------------------------------------------------------------------ Carmen Germaine at Bankruptcy Law360 reported that creditor PC Connection Sales Corp. urged a New Hampshire bankruptcy judge on Oct. 26, 2015, to deny former Apple Inc. screen-manufacturing partner GT Advanced Technologies Inc.'s bid to extend the period in which it can file a reorganization plan, saying an extension would likely cost the estate $15 million. PC Connection, an IT service provider that holds a $16,278 administrative claim and a $210,954 unsecured claim against the GT estate, told U.S. Bankruptcy Judge Henry Boroff that the bankrupt sapphire manufacturer shouldn't get another extension. About GT Advanced Headquartered in Merrimack, New Hampshire, GT Advanced Technologies Inc. -- http://www.gtat.com/-- produces materials and equipment for the electronics industry. On Nov. 4, 2013, GTAT announced a multiyear supply deal with Apple Inc. to produce sapphire glass material for use in consumer electronics products. Under the deal, Apple would provide GTAT with a prepayment of approximately $578 million paid in four installments and, starting in 2015, GTAT would reimburse Apple for the prepayment over a five-year period. GT is a publicly held corporation whose stock was traded on NASDAQ under the ticker symbol "GTAT." GTAT was de-listed from the NASDAQ stock exchange in October 2014. As of June 28, 2014, the GTAT Group's unaudited and consolidated financial statements reflected assets totaling $1.5 billion and liabilities totaling $1.3 billion. As of Sept. 29, 2014, GTAT had $85 million in cash, $84 million of which is unencumbered. On Oct. 6, 2014, GT Advanced Technologies and eight affiliates filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. D.N.H. Lead Case No. 4-11916). GT says that it has sought bankruptcy protection due to a severe liquidity crisis brought about by its issues with Apple. The Debtors have tapped Nixon Peabody LLP and Paul Hastings LLP as attorneys and Kurtzman Carson Consultants LLC as claims and noticing agent. The U.S. Trustee has named seven members to the Official Committee of Unsecured Creditors. The Committee' professionals are Kelley Drye as its bankruptcy counsel; Devine, Millimet & Branch, Professional Association as local counsel; EisnerAmper LLP as financial advisors; and Houlihan Lokey Capital, Inc. as investment banker. GTAT has reached a settlement with Apple. The settlement gives Apple an approved claim for $439 million secured by more than 2,000 sapphire furnaces that GT Advanced owns and has four years to sell, with proceeds going to Apple. In addition, Apple gets royalty-free, non-exclusive licenses for GTAT's technology. The bankruptcy case is assigned to Judge Henry J. Boroff. HEALTH DIAGNOSTIC: Ex-CEO Fights Government's Fraud Scheme Lawsuit ------------------------------------------------------------------ John Reid Blackwell at Richmond Times-Dispatch reports that Health Diagnostic Laboratory Inc. co-founder and former CEO Tonya S. Mallory filed on Nov. 3, 2015, a motion in the U.S. District Court in South Carolina seeking dismissal of a federal lawsuit accusing her of participating in a scheme to defraud the government. According to Times-Dispatch, Ms. Mallory argues that the lawsuit by the U.S. Department of Justice fails to give any specific facts showing that she knowingly and willfully participated in a conspiracy. "The United States may not maintain a fraud claim against an officer of a company, such as a CEO, solely on the basis that the CEO was the leader of the company where others in the company took the specific steps to commit the alleged fraud," Ms. Mallory says in court documents. Times-Dispatch quoted Ms. Mallory as saying, "I was not trying to take advantage of the healthcare system. I never thought any of my business strategies were fraudulent. In fact, our external lawyers were involved in every legal document and process." Times-Dispatch relates that the government's claims against Ms. Mallory stem from three whistle-blower lawsuits filed in federal court in 2011, which claimed that the Company and other companies had paid kickbacks to health care providers to obtain blood-testing business. According to the report, the federal government intervened in the cases in August 2015, accusing Ms. Mallory and other defendants of concocting a "kickback scheme" in which they offered or paid health care providers $80 million in sham "processing fees" as an inducement to conduct blood tests. Times-Dispatch recalls that Ms. Mallory resigned abruptly in September 2014 to take another job, two months after the Company confirmed that it was cooperating in a federal government investigation of reimbursement practices in the clinical laboratory industry. The report says that the Company agreed in April 2015 to pay almost $50 million to settle the government's accusations against the Company, without admitting wrongdoing, but Ms. Mallory did not settle. Times-Dispatch reports that other defendants in the lawsuit included Floyd Calhoun Dent III and Robert Bradford Johnson, the founders and co-owners of the Company's former contract sales company, BlueWave Healthcare Consultants Inc. The report says that the government claims the scheme defrauded federal health insurance programs of hundreds of millions of dollars, the report says. About Health Diagnostic Health Diagnostic Laboratory, Inc., Central Medical Laboratory, LLC, and Integrated Health Leaders, LLC, are health care businesses based in Richmond, Virginia. HDL is a blood testing company. Health Diagnostic Laboratory, Inc. (Bankr. E.D. Va. Case No. 15-32919) and affiliates Central Medical Laboratory, LLC (Bankr. E.D. Va. Case No. 15-32920) and Integrated Health Leaders, LLC (Bankr. E.D. Va. Case No. 15-32921) filed separate Chapter 11 bankruptcy petitions on June 7, 2015. The petitions were signed by Martin McGahan, chief restructuring officer. The Company disclosed $96,130,468 in assets and $108,328,110 in liabiities as of the Chapter 11 filing. Justin F. Paget, Esq., Tyler P. Brown, Esq., Jason W. Harbour, Esq., and Henry P. (Toby) Long, III, Esq. At Hunton & Williams LLP serve as the Debtors' bankruptcy counsel. Alvarez & Marsal is the Debtors' financial advisor. Robert S. Westermann, Esq., at Hirshler Fleisher, P.C., serve as the Debtors' conflicts counsel. American Legal Claims Services, LLC, is the Debtors' claims, noticing and balloting agent. Ettin Group, LLC, will market and sell the miscellaneous equipment and other assets. MTS Health Partners, L.P., serves as investment banker. The Official Committee of Unsecured Creditors retained Cooley LLP as its counsel, Protiviti Inc. as its financial advisor. HOLY GUACAMOLE: Case Summary & 2 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Holy Guacamole, Inc. 705 Town Blvd., Suite 310 Atlanta, GA 30319 Case No.: 15-71363 Chapter 11 Petition Date: November 4, 2015 Court: United States Bankruptcy Court Northern District of Georgia (Atlanta) Debtor's Counsel: Mathew A. Schuh, Esq. BUSCH WHITE & NORTON, LLP 3330 Cumberland Blvd., Suite 300 Atlanta, GA 30339-3169 Tel: (770) 790-3550 Fax: (770) 790-3520 Email: mschuh@bssfirm.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Leigh Catherall, president/CEO. A list of the Debtor's two largest unsecured creditors is available for free at http://bankrupt.com/misc/ganb15-71363.pdf HUTCHESON MEDICAL: Chickamauga City Sets Eyes on Closed Clinic -------------------------------------------------------------- Timesfreepress.com reports that the City of Chickamauga has decided to buy the Chickamauga Family Practice, the local clinic that Hutcheson Medical Center closed down on Oct. 15, 2015, for for $350,000. Timesfreepress.com relates that the Walker County Development Authority voted in October to acquire the clinic, but Chickamauga Mayor Ray Crowder said city officials decided they should be the ones to own it. The report quoted Mayor Crowder as saying, "We just felt like it was the thing to do. It's in Chickamauga. We just thought it would be good for us to have it and make citizens here feel better about it. It's a real good opportunity for us to take it." Timesfreepress.com recalls that the clinic was shut down when Hutcheson Medical reduced several services and laid off about 70 workers as a cost-cutting measure. About Hutcheson Medical Center Hutcheson Medical Center, Inc., operates the 179-bed hospital and related ancillary facilities, including, without limitation, a skilled nursing home and an ambulatory surgery center, located in Ft. Oglethorpe, Georgia, known as Hutcheson Medical Center. HMC leases the land and buildings that comprise the Medical Center from The Hospital Authority of Walker, Dade and Catoosa Counties. HMC and Hutcheson Medical Division, Inc., sought Chapter 11 bankruptcy protection (Bankr. N.D. Ga. Case No. 14-42863 and 14-42864) in Rome, Georgia, on Nov. 20, 2014. The cases are jointly administered under Case No. 14-42863. The cases have been assigned to the Honorable Paul W. Bonapfel. The Debtors are represented by Ashley Reynolds Ray, Esq., and J. Robert Williamson, Esq., at Scroggins and Williamson, in Atlanta, Georgia. The Debtors' Chapter 11 Plan and Disclosure Statement are due March 20, 2015. HMC disclosed $32.8 million in assets and $52.9 million in liabilities as of the Chapter 11 filing. No request has been made for the appointment of a trustee or examiner. ILDEFONSO MARTINEZ SANTIAGO: Case Converted to Ch. 7 ---------------------------------------------------- Judge Enrique S. Lamoutte of the United States Bankruptcy Court for the District of Puerto Rico granted creditor LSREF2 Island Holdings, LTD.'s motion to convert the Chapter 11 case of Ildefonso Martinez Santiago to a case under Chapter 7 of the Bankruptcy Code. The case is IN RE: ILDEFONSO MARTINEZ SANTIAGO, Chapter 11, Debtor, CASE NO. 15-06132 (ESL)(Bankr. D.P.R.). A full-text copy of the Opinion and Order dated October 9, 2015 is available at http://is.gd/hUy1XOfrom Leagle.com. Ildefonso Martinez Santiago, Debtor, represented by Mary Ann Gandia. INTEGRATED INFORMATION: Dismissal of ABN's Claims Affirmed ---------------------------------------------------------- The Court of Appeals of Arizona, Division One, affirmed the superior court's orders dismissing ABN Investments, LLC's claims against James and Julie Garvey as time-barred and denying the motion for a new trial. Beginning in 2002, Integrated Information Systems, Inc., borrowed money from Anchorbank, FSB, ultimately totaling more than $5 million. James Garvey signed the loan documents as CEO of IIS. The Garveys also each signed a personal guaranty, agreeing to pay Anchorbank up to $1 million of the loan obligations "when due" or "at the time [IIS] becomes the subject of bankruptcy or other insolvency proceedings." In 2005, Anchorbank sued IIS and the Garveys for non-payment on the loan. In May 2006, while Anchorbank's suit was pending, IIS entered involuntary bankruptcy, which became a Chapter 11 reorganization in August 2006. Also in August 2006, and with the Garveys' consent, Anchorbank assigned the loan and guaranty to ABN. ABN agreed to conditionally release the Garveys from the 2002 guaranty upon the completion by IIS of certain conditions related to the bankruptcy, and Anchorbank dismissed its claims against the Garveys without prejudice. The record does not indicate these agreements included a provision purporting to toll the applicable limitations period for a claim by Anchorbank or its successors against the Garveys on the 2002 guarantee. The bankruptcy court confirmed IIS' Chapter 11 plan of reorganization in a May 2007 order. In a September 2008 motion for entry of final decree, IIS avowed it had complied with the plan of reorganization, including payments, resolution of contested matters and completion of the conditions necessary to release the Garveys from the guaranty. The bankruptcy court entered its final decree and closed the bankruptcy. No appeal was taken from that decree. In October 2011, at a time when the bankruptcy court's final decree was in place, ABN sued the Garveys for breach of the 2002 guaranty. In May 2013, that suit was placed on the inactive calendar and was then dismissed without prejudice off of the inactive calendar in December 2013. In May 2013, the bankruptcy court found IIS and the Garveys failed to comply with the terms of the reorganization plan, and converted the matter into a Chapter 7 liquidation. This May 2013 bankruptcy order voided IIS' Chapter 11 plan of reorganization, thereby reinstating IIS' repayment obligation to ABN for the full balance of the loan. In July 2013, even though ABN's October 2011 suit against the Garveys for breach of the 2002 guaranty was pending, ABN filed this suit against the Garveys for breach of the 2002 guaranty, including the implied obligation of good faith and fair dealing. The Garveys moved to dismiss, arguing ABN's claims were barred by the statute of limitations and their guaranty obligations had been released. ABN's opposition argued its claim did not accrue before May 2013: "Prior to May 1, 2013, ABN had no claims against the Garveys" because before that date it was not yet impossible to fulfill the terms of the guaranty waiver. Thus, ABN argued its claim accrued on May 1, 2013. After full briefing, the superior court granted the motion to dismiss, finding the Garveys' obligations on the 2002 guaranty accrued: (1) by November 2005 for failure to make required payments; and (2) by May 2006, at the latest, when IIS was placed in bankruptcy. Using a six-year limitations period contained in Arizona Revised Statutes (A.R.S.) section 12-548 (2015),3 the court concluded that the payment obligations in "the underlying loan and guaranty agreements became due more than six years prior to the filing of this action" but were not paid "and as a consequence are barred by the applicable statute of limitation." The court also noted that the conditions of the 2006 conditional release "were met more than six years prior to the filing of the present action." ABN filed a timely motion for new trial, challenging the superior court's ruling and arguing, for the first time, that equitable tolling meant the claims were timely and equitable estoppel prevented the Garveys from arguing the claims were time barred. ABN did not argue, however, that the 2005 suit by Anchorbank or the 2011 suit by ABN tolled the limitations period under A.R.S. Section 12-504. The superior court denied the motion for new trial. This court has jurisdiction over ABN's timely appeal pursuant to the Arizona Constitution, Article 6, Section 9, and A.R.S. Section 12-120.21(A)(1). The case is ABN INVESTMENTS, LLC, an Arizona limited liability company, Plaintiff/Appellant, v. JAMES G. GARVEY, JR. and JULIE LYNN GARVEY, husband and wife, Defendants/Appellees, NO. 1 CA-CV 14-0616. A full-text copy of the Memorandum Decision dated October 20, 2015 is available at http://is.gd/vKe300from Leagle.com. Plaintiff/Appellant is represented by Stewart Halstead, Esq. -- R. Stewart Halstead, P.C. Defendants/Appellees are represented by Dennis L. Hall, PLLC. JOHN AREHART: Court Okays Nov. 18 Auction of 1000 Acres Ranch ------------------------------------------------------------- The Bankruptcy Court has authorized the auction of John J. Arehart's 1000 Acres Ranch and related assets to cover his debts, court documents say. Scott Donnelly at Poststar.com reports that the auction, which will be held on Nov. 18, 2015, is being handled by Tranzon Auction Properties. Michael Foster, the auctioneer/broker in charge of the sale, said that in addition to the property itself, equipment used to maintain the ranch will also be sold, Poststar.com relates. There has been interest in advance of the auction, the report states, citing Mr. Foster. Court documents say that Glens Falls National Bank holds a $750,000 mortgage on the property, while Santander Consumer Finance holds a $75,000 mortgage on the property John J. Arehart filed for Chapter 11 bankruptcy protection (Bankr. N.D.N.Y. Case No. 15-11894) on Sept. 17, 2015. Scott Donnelly at Poststar.com says that Mr. Arehart disclosed more than $2.12 million in total liabilities and more than $2.53 million in assets. KRISHNA ASSOCIATES: Files for Chapter 11 Bankruptcy Protection -------------------------------------------------------------- Krishna Associates, LLC, filed for Chapter 11 bankruptcy protection (Bankr. E.D. Tex. Case No. 15-50148) on Nov. 3, 2015, estimating its assets and liabilities at between $1 million and $10 million. The petition was signed by Hiren Patel, president. TXK Today reports that the Company filed for bankruptcy to stop the foreclosure sale of a Texarkana, Texas hotel scheduled on that day. The report says that Midsouth Bank was to sell the property to the highest bidder. According to TXK Today, Mr. Patel, his wife Nila, and Patel-owned company Texarkana Hotels, LLC, are named as defendants in a complaint that Midsouth Bank filed on Oct. 30, 2015, for the foreclosure on Arkansas Convention Center. Court documents say that Texarkana Hotels and the Patels have defaulted on more than $10 million in loans secured in 2012. TXK Today relates that Midsouth Bank sent notices concerning the defaults to the defendants on June 24, 2015, but when the defendants failed to cure the default "within the time and manner required by the June 24, 2015 letters," the bank went forward with an acceleration of the loans. TXK Today says that the June letters indicate payments were more than $36,000 delinquent on the smaller loan and more than $80,000 on the larger one at that time. Midsouth Bank claims it notified the defendants on Oct. 15, 2015, that the entire loan balances are now due because of default, the report adds. Midsouth Bank, according to TXK Today, is asking for a judgment against the defendants for interest from Oct. 15 to the time of the judgment and for attorney fees and court costs. Judge Brenda T. Rhoades presides over the case. Bill F. Payne, Esq., at The Moore Law Firm, L.L.P, serves as the Company's bankruptcy counsel. Headquartered in Texarkana, Texas, Krishna Associates, LLC, is owned and managed by Texarkana doctor Hiren Patel. It owns Country Inn and Suites and an adjacent vacant lot in Texarkana, Texas. LA SABANA: Case Summary & 3 Largest Unsecured Creditors ------------------------------------------------------- Debtor: La Sabana Development LLC 680 Cesar Gonzalez Avenue, Suite 102 San Juan, PR 00918 Case No.: 15-08743 Chapter 11 Petition Date: November 4, 2015 Court: United States Bankruptcy Court District of Puerto Rico (Old San Juan) Debtor's Counsel: Hector Eduardo Pedrosa Luna, Esq. THE LAW OFFICES OF HECTOR EDUARDO PEDROSA LUNA PO Box 9023963 San Juan, PR 00902-3963 Tel: 787-920-7983 Fax: 787-754-1109 Email: hectorpedrosa@gmail.com Estimated Assets: $10 million to $50 million Estimated Debts: $10 million to $50 million The petition was signed by Cleofe Rubi-Gonzalez, president. List of Debtor's Three Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Mora Development Corp. $509,487 PO Box 362708 San Juan PR 00936-2708 Hacienda Marquez Development Group $130,000 CRIM $91,661 LIFE PARTNERS: Ch. 11 Trustee Hits Sales Team With $92M Clawback ---------------------------------------------------------------- Pete Brush at Bankruptcy Law360 reported that Life Partners Holdings Inc. Chapter 11 trustee H. Thomas Moran II on Oct. 28, 2015, hit 30 defendants with a $92 million fraudulent transfer suit, accusing them of fibbing about the value of policies controlled by the bankrupt life insurance concern as they sold interests to investors. The top-grossing seller, defendant James Sundelius, took in more than $13.1 million in fees and commissions, according to the adversary proceeding, which claims fraudulent transfers. About Life Partners Headquartered in Waco, Texas, Life Partners Holdings, Inc. -- http://www.lphi.com/-- is the parent company engaged in the secondary market for life insurance, commonly called "life settlements." Since its incorporation in 1991, Life Partners, Inc. has completed over 162,000 transactions for its worldwide client base of over 30,000 high net worth individuals and institutions in connection with the purchase of over 6,500 policies totaling over $3.2 billion in face value. LPHI is a publicly traded company incorporated in Texas and its common stock has been delisted from the NASDAQ (formerly trading under the symbol LPHI). Life Partners Holdings sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 15-40289) on Jan. 20, 2015. The case is assigned to Judge Russell F. Nelms. J. Robert Forshey, Esq., at Forshey & Prostok, LLP, serves as counsel to the Debtor. LPHI disclosed $2,406,137 in assets and $52,722,308 in liabilities as of the Chapter 11 filing. The official committee of unsecured creditors formed in the case tapped Munsch Hardt Kopf & Harr, P.C., as counsel. Tracy A. Bolt of BDO USA, LLP was named as examiner for the Debtor's case. At the behest of the U.S. Securities and Exchange Commission, the U.S. Trustee, and the Creditors Committee, the Court ordered the appointment of a Chapter 11 trustee. On March 13, 2015, H. Thomas Moran II was appointed as Chapter 11 trustee in LPHI's case. The trustee is represented by Thompson & Knight LLP. The Chapter 11 trustee signed Chapter 11 bankruptcy petitions for LPHI's subsidiaries on May 19, 2015: Life Partners Inc. (Case No. 15-41995) and LPI Financial Services, Inc. (Case No. 15-41996). Life Partners is estimated to have $100 million to $500 million in assets and more than $1 billion in debt. LPI Financial estimated less than $50,000. LOGAN'S ROADHOUSE: Moody’s Affirms Caa3 Corporate Family Rating ----------------------------------------------------------------- Moody's Investors Service changed Logan's Roadhouse, Inc. Probability of Default Rating ("PDR") to Caa3-PD/LD from Caa3-PD following the recent exchange of approximately $211 million of the company's $355 million 10.75% senior secured notes due October 15, 2017. The debt was exchanged for approximately $112.6 million of new 10.75% PIK Series 2015-1 notes and $109.7 million of 14.5% (10.5% PIK) Series 2015-2 notes due October 16, 2017. Moody's believes the exchange and subsequent deferral of cash interest payments was to avoid both loss and default. The /LD designation reflects Moody's view that the recent debt exchange constitutes a distressed exchange. Moody's definition of default is intended to capture events whereby issuers fail to meet debt service obligations outlined in their original debt agreements. Moody's will remove the /LD designation from the PDR in three days. Moody's considers the deferral of cash interest to be a credit positive but also believes the company's liquidity will remain weak given the persistent deterioration in operating trends. As a consequence, Moody's has also affirmed Logan's SGL-4 Speculative Grade Liquidity rating reflecting weak liquidity. Moreover, Moody's views the steady increase in total debt over time due to the Pay-in-kind nature of exchange notes as a credit negative. As a result, Moody's is affirming the company's Caa3 Corporate Family Rating and maintaining a negative outlook. Ratings affirmed are; Corporate Family Rating, affirmed at Caa3 Probablility of Default Rating, affirmed at Caa3-PD/LD $143.9 million senior secured notes due October 15, 2017, affirmed at Caa3 (LGD4) SGL-4 Speculative Grade Liquidity rating The outlook is Negative RATINGS RATIONALE The negative rating outlook considers our view that without a significant improvement in operating results, Logan's capital structure is not sustainable in its current form, and may require a restructuring that will likely involve some level of impairment. The ratings could be downgraded if the likelihood of another default increases, or if it violates the financial maintenance covenant in the first-lien credit agreement. Additionally, continued deterioration in operating metrics, including negative guest traffic trends, could place pressure on the ratings. The ratings could be upgraded if the company's liquidity profile improves significantly. Additionally, positive ratings pressure could develop if Logan's is able to improve same-store sales and guest traffic at its existing restaurants on a sustainable basis such that debt/EBITDA is sustained below 8.0x and EBITA/interest expense is sustained above 1.0x. Logan's Roadhouse, Inc., headquartered in Nashville, Tennessee, owns and operates 235 and franchises 26 traditional American roadhouse-style steakhouses in 23 states. Annual revenues are approximately $610 million. Kelso & Company, L.P. owns approximately 97% and management investors owns 3% of the capital stock Roadhouse Holdings Inc., the parent holding company of Logan's. LONDON CALLING: Case Summary & 2 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: London Calling, Inc. 804 Town Blvd., Suite 1010 Atlanta, GA 30319 Case No.: 15-71362 Chapter 11 Petition Date: November 4, 2015 Court: United States Bankruptcy Court Northern District of Georgia (Atlanta) Debtor's Counsel: Mathew A. Schuh, Esq. BUSCH WHITE & NORTON, LLP 3330 Cumberland Blvd., Suite 300 Atlanta, GA 30339-3169 Tel: (770) 790-3550 Fax: (770) 790-3520 Email: mschuh@bssfirm.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Leigh Catherall, president/CEO. A list of the Debtor's two largest unsecured creditors is available for free at http://bankrupt.com/misc/ganb15-71362.pdf MANHATTAN 335 TOWER: Files for Chapter 11 Amid Lawsuit ------------------------------------------------------ Manhattan 335 Tower, Inc., sought Chapter 11 protection in New York after a state court dismissed causes of actions filed against Three 35 W LLC, owner of a real property located at 335 West 35th Street, New York. According to Court documents, the Company, in February 2014, entered into a purchase and sale agreement with Three 35 W relating to the purchase of the Property for $43,050,000, including total deposits of $11,175,000. The Seller had terminated the Contract after the Company failed to close on July 11, 2014. Court documents show that just recently, the Debtor was denied relief in the State Court relating to efforts to challenge the Seller's prior termination of the Contract for failure to close the purchase of the Property. On Oct. 30, 2015, the Debtor filed a notice of appeal of the State Court decision. The Debtor alleged that the Seller misrepresented certain information in its filings with the Department of Buildings to obtain permits to convert the Property to a 12-story mixed-use residential building. "A revocation of the Building Permit negates the validity of the existing Certificate of Occupancy as a mixed-use residential building, and would render the Contract unenforceable and tainted by fraud and misrepresentation," said Tim Ziss, manager of 325 Broadway LLC, a preferred shareholder of the Debtor having full management control. Manhattan 335 intends to couple the Chapter 11 case with the filing of a notice to remove the pending State Court litigation to the Bankruptcy Court for all further proceedings relating to the Seller's alleged misrepresentation regarding permit. "The Chapter 11 is necessary to preserve the status quo," said Mr. Ziss. He added there is legitimate bankruptcy purpose served by the Chapter 11 filing since the Debtor borrowed significant sums from purported investors in the Asian community to establish the contract deposits. As a result, he said, the Debtor has potential creditors whose claims will be forfeited without the intervention of the Bankruptcy Court. "If the Debtor is successful in its motion for reconsideration, it can purchase the Property with an abatement in the purchase price, or recoup the deposit and pay creditors under a Chapter 11 plan," Mr. Ziss maintained. About Manhattan 335 Tower Manhattan 335 Tower, Inc. filed Chapter 11 bankruptcy petition (Bankr. E.D.N.Y. Case No.: 15-74693) on Nov. 3, 2015. The petition was signed by Tim Ziss as authorized signatory. The Debtor estimated both assets and liabilities in the range of $10 million to $50 million. The Debtor has engaged Goldberg Weprin Finkel Goldstein LLP as counsel. Judge Louis A. Scarcella is assigned to the case. MERITAGE HOMES: 9th Circ. Upholds JPMorgan's $15M Win in Loan Row ----------------------------------------------------------------- Y. Peter Kang at Bankruptcy Law360 reported that the Ninth Circuit on Oct. 26, 2015, affirmed JPMorgan Chase Bank NA's $15.7 million win in a suit filed against Meritage Homes Corp. over repayment of a loan given to a bankrupt real estate developer, saying the bank's subagent Insolvency Services Group Inc. had standing to pursue JPMorgan's claims. A three-judge Ninth Circuit panel shot down Meritage's contention that the sale of JPMorgan and other lenders' interests in a failed real estate venture to ISG stripped the parties of standing, citing the U.S. Supreme Court's 2008 ruling. As reported by the Troubled Company Reporter on Oct. 21, 2015, Standard & Poor's Ratings Services said it revised its rating outlook on Meritage Homes Corp. to positive from stable. At the same time, S&P affirmed its 'BB-' corporate credit rating and unsecured debt ratings on the company. The recovery rating is a '3', reflecting S&P's expectation of meaningful (50% to 70%; at the lower end of the range) recovery in the event of default. The outlook is positive based on S&P's view that Meritage should continue to increase EBITDA through an expanding community count that will drive further improvement in its credit measures. "We expect U.S. housing starts will improve by about 10% over the next 12 months, a level that will support our growth forecast for Meritage," said Standard & Poor's credit analyst Thomas O'Toole. "The outlook revision also reflects our understanding that management is committed to achieving and maintaining better credit measures in this time frame." S&P would consider an upgrade if the company can maintain debt to EBITDA below 3x and funds from operations to debt of at least 20%. This could result in the removal of the unfavorable comparative rating analysis. S&P would revise the outlook to stable if the tight labor markets or other adverse conditions result in slower than expected EBITDA growth, such that leverage remains above 3x EBITDA. MISSION HOSPITAL: Moody’s Lowers Bond Rating to Ba2, Outlook Neg. ------------------------------------------------------------------- Moody's Investors Service downgrades Mission Hospital's (d.b.a Mission Regional Medical Center, "MRMC") bond rating to Ba2 from Baa3 assigned to $29.2 million of rated debt outstanding issued by Hidalgo County Health Services Corporation, TX. The outlook is revised to negative from stable. SUMMARY RATING RATIONALE The downgrade to Ba2 reflects an unexpected reduction in Texas Medicaid supplemental payments (additional reimbursement for hospitals with high levels of Medicaid and uninsured patients) for services provided by the hospital during fiscal years 2014 and 2015. MRMC has projected that it will violate its rate covenant when the FY 2015 audit is released and we expect more narrow coverage going forward. The reduction in supplemental funding resulted in a material, one-time write-down of receivables in the 3rd quarter of FY 2015, abating our expectations for better performance and improved liquidity in FY 2015. The rating also reflects the weaker performance during the first nine months of FY 2015 (when excluding the one-time adjustment) which is a departure from earlier trends and a negative variance to budget. These challenges are offset by management's engagement of consultants to improve performance, a low risk debt profile and limited demands on liquidity given the absence of a defined benefit pension plan, interest rate derivatives and low capital spending over the near term. MRMC also maintains an essential role as the safety net system in the fast growing primary service area of McAllen-Edinburg-Mission. High growth and minimal barriers to entry have driven the competitive climate with a number of for-profit providers and entrepreneurial physicians seeking more of the commercially insured volumes. OUTLOOK The negative outlook reflects our expectations of weaker financial performance and debt service coverage in FY 2016 given the reductions in Medicaid supplemental payments. While demands on liquidity largely pertain to operations and debt service, the negative outlook also speaks to pressure on unrestricted cash and investments going forward given the lower funding. MORGAN HILL PARTNERS: New Plan to Be Funded by $17.4M Sale of Ranch ------------------------------------------------------------------- Morgan Hill Partners, LLC, which has a 2,380-acre ranch in Morgan Hill, California, filed a new Chapter 11 plan that will be funded by the $17.4 million sale of most of the ranch to County of Santa Clara. To give the owner more money to fund plan payments, non-debtor entity Coyote Highlands LLP will simultaneously sell the adjacent 467-acre Coyote Highlands Ranch to the County for $7.75 million. Both entities are controlled by Manou Mobedshahi, the sole member. According to the Combined Plan and Disclosure Statement filed Oct. 23, 2015, in an unusual win-win scenario, the Plan permits payment of the full amount owing to Vesta Lohrasb under her Marital Settlement Agreement ("MSA") with her ex-husband, Mr. Mobedshahi within 180 days while deferring taxes from the sale of assets as to Mr. Mobedshahi. Those assets will then be inherited tax free by the adult children of the union when Mr. Mobedshahi passes away. In a cash sale of the Coyote Canyon Ranch ("Ranch"), MHP would generate no more than $17.4 million, leaving the balance of obligations under the MSA and other creditors unpaid. Under the Plan: * Priority and administrative claims will be paid in full in cash on the Plan’s Effective Date unless they agree to another treatment. * Vesta Lohrasb, who asserts a claim of $17.8 million for debt owed to her pursuant to a marital settlement agreement with her ex-husband and MHP owner, Manouchehr Mobedshahi, will receive payment in full for the value of her interest in the Ranch and all other amounts owing to her under the MSA as follows: MHP shall sell the Ranch and Manou Mobedshahi shall sell the related Coyote Highlands Ranch (the "Highlands Property") to the County of Santa Clara, subject to the right of Ms. Lohrasb to credit bid against the Ranch only. MHP and Mr. Mobedshahi shall then conduct an exchange pursuant to 26 U.S.C. §1031 of the combined proceeds of both sales (which adds a net $4.6 million of proceeds from the Highlands Property) for qualified income producing properties. Ms. Lohrasb shall receive a first deed of trust against all exchange properties, thereby acquiring a lien against assets against which she does not currently hold a lien in which there will be an equity cushion of at least 20%. MHP and Mr. Mobedshahi shall arrange cash out financing and pay Ms. Lohrasb’s entire secured claim under the MSA in full in cash within 180 days after date MHP acquires title to the exchange properties. While no taxes are expected to be incurred, Mr. Mobedshahi will be solely responsible to pay any capital gain taxes associated with this transaction. * General Unsecured Creditors who hold Allowed Claims will receive 5% of the face amount of their claims, without interest, 180 days after the Effective Date of the Plan. * The Members of MHP will retain their interests. If the Plan cannot be confirmed, unless MHP elects to do so sooner, MHP will bring a motion to value the Ranch and, upon the Court's determination of value, proceed with a motion to approve sale of the Ranch under 11 U.S.C. Sections 363(f)(3) and 363(f)(5), paying all proceeds to Ms. Lohrasb at the close of escrow. Ms. Lohrasb will retain the right to credit bid the full amount of her debt in any such sale pursuant to 11 U.S.C. section 363(k). Sale Terms The Coyote Canyon Ranch and the Highlands Property have been marketed through broker listings and informally over the past five years. The County's offer, made in July 2015, is for $25,460,000 cash -- $17,410,000 for the Ranch and $7,750,000 for the Highlands Property with a 15-day due diligence period. On Sept. 15, 2015, the Santa Clara Board of Supervisors approved, by a 4-0 vote, the acquisition. There have been no offers approaching the cash price offered by Santa Clara County. The Purchase and sale agreements for these deals have been negotiated with the County, through their County Counsel. The Board approved the transaction at its public hearing on Oct. 20, 2015. The Purchase and Sale Agreement for the MHP properties provides for an effective date of Oct. 20, 2015. All of the MHP property (excepting approximately 1.8 acres) is being sold for a purchase price of $17,410,000. Since most of the due diligence has already been completed by the County, the due diligence period will last from Oct. 20, 2015 to Nov. 4, 2015. The closing date will be set upon five business days' written notice by MHP at any time between Nov. 10, 2015 and Jan. 15, 2016, which closing date MHP expects to have extended by an additional 60 days. The closing will be on the same date as the County's purchase of the Highlands Property, being sold under a purchase and sale agreement with parallel terms. MHP's sole member, Mr. Mobedshahi, has been making the required payments for expenses of operation of the Ranch from his own personal funds loaned to MHP. The Debtor on Oct. 2, 2015 filed a proposed Chapter 11 plan that contemplates the sale or exchange of its primary asset, the Coyote Canyon Ranch, to pay its creditors and satisfy the lien against it held by secured party Vesta Lohrasb. The Plan offered Lohrasb three options, with the first option offering Lohrasb $4,984,936 to cure all arrears owing under the MSA, and a first deed of trust on a qualified income producing property that will be purchased from the proceeds of the sale of the Ranch. A copy of the Combined Plan and Disclosure Statement filed Oct. 23, 2015, is available for free at: http://bankrupt.com/misc/Morgan_Hill_Hill_90_Plan_DS.pdf About Morgan Hill Partners Morgan Hill Partners, LLC, was formed in 1998 to hold title to the Coyote Canyon Ranch, a 2,380-acre property located at 4030 E. Dunne Avenue, Morgan Hill, California, some 25 miles south of San Jose, California. The Ranch includes ranch land, mitigation preservation land, and undeveloped land with a residence. MHP leases a substantial portion of the ranch land to the Coyote Creek Land & Cattle Co., LLC under a grazing lease which expires March 31, 2019. MHP's sole member is Manouchehr Mobedshahi. Mr. Mobedshahi and his ex-wife, Vesta Lohrasb, purchased the Property in 1988 for approximately $2.7 million. The Property is valued at $18 million. MHP sought Chapter 11 protection (Bankr. N.D. Cal. Case No. 15-50775) in San Jose, California, on March 6, 2015, to stop a foreclosure sale pursued by Ms. Lohrasb, who was owed money by her ex-husband under a marital settlement agreement. The case is assigned to Judge Arthur S. Weissbrodt. Michael W. Malter, Esq., at Law Offices of Binder and Malter, in Santa Clara, California, serves as counsel. The Section 341 meeting of creditors was commenced and concluded April 8, 2015. NBN CORPORATION: Case Summary & Largest Unsecured Creditor ---------------------------------------------------------- Debtor: NBN Corporation 262 E Broadway Newport, TN 37821 Case No.: 15-51671 Chapter 11 Petition Date: November 4, 2015 Court: United States Bankruptcy Court Eastern District of Tennessee (Greeneville) Debtor's Counsel: Wilson S. Ritchie, Esq. RITCHIE & POWELL, P.C. 606 W. Main Street, Suite 200 Knoxville, TN 37902 Tel: (865) 524-5353 Fax: (865) 974-9615 Email: writchie@ritlaw.com Total Assets: $8.45 million Total Liabilities: $7.31 million The petition was signed by Danny R. Caldwell, president. The Debtor listed Wilmington Trust Company as its largest unsecured creditor holding a claim of $7.31 million. A copy of the petition is available for free at: http://bankrupt.com/misc/tneb15-51671.pdf ORLANDO GATEWAY: Dec. 16 Hearing on Disclosure Statements ---------------------------------------------------------- In the chapter 11 cases of Nilhan Hospitality, LLC, and Orlando Gateway Partners, LLC, Judge Karen of S. Jennemann of the U.S. Bankruptcy Court for the Middle District of Florida has scheduled an evidentiary hearing on Dec. 16, 2015, at 2:00 p.m. to consider and rule on each of the disclosure statement explaining the three competing plans have so far been filed in the Chapter 11 cases by: (1) the Debtors, (ii) Good Gateway, LLC, and SEG Gateway, LLC, and (iii) secured creditor SummitBridge National Investments IV LLC. Objections to the proposed disclosure statements may be filed with the Court at any time before or at the hearing. As reported in the Oct. 1, 2015 edition of the TCR, debtors Nilhan Hospitality and Orlando Gateway Partners are proposing a reorganization plan that contemplates holding an auction to select a new investor who will get 100% of the ownership and control of the Debtors' properties in exchange for funding all plan payments. Under the Plan, the existing membership interests of current owner Chittranjan Thakkar will be extinguished, and the Debtor will issue new membership interests through an auction sale with the new capital being used to fund, in part, payments due under the Plan. A copy of the Debtors' Disclosure Statement Sept. 18, 2015, is available for free at: http://bankrupt.com/misc/Orlando_G_78_Debtors_DS.pdf In addition, Good Gateway and SEG Gateway have proposed a reorganization plan for the Debtors that will let real estate developer Carson Good take 100% of the ownership and control of the Debtors' properties from current owner Chittranjan Thakkar in exchange for funding all plan payments. Prepetition, Good Gateway and SEC had won $12 million judgments in a state court lawsuit filed against the Thakkar and the Debtors but a sheriff's sale of the assets was stayed by the bankruptcy filing of the Debtors. The Reorganized Debtor will issue 100% of its membership interests to a new limited liability company formed by Mr. Carson Good (such company, "Newco") in exchange for Newco's commitment to fund all plan payments. A copy of the Disclosure Statement explaining the GG and SEG Plan filed Aug. 19, 2015, is available for free at: http://bankrupt.com/misc/Orlando_G_65_SEG_GG_DS.pdf Third, secured creditor SummitBridge National Investments IV LLC has proposed a reorganization plan the Debtors, intending to facilitate a prompt sale of the Debtors' property and prompt distributions to holders of claims. The Debtors' assets will be sold at an Auction that will be conducted on a date that is not more than 65 days after the Effective Date. No bid will be accepted unless it provides a cash payment at the closing adequate to pay SummitBridge's secured claims in full. A copy of the SummitBridge's Disclosure Statement filed Sept. 18, 2015, is available for free at: http://bankrupt.com/misc/Orlando_G_79_SummitB_DS.pdf About Orlando Gateway Nilhan Hospitality, LLC, owns approximately 15.75 acres of commercial real estate located near the Orlando International Airport on the West side of South Semoran Boulevard and North of the State Road 528/The Beachline Expressway. One parcel (approximately 7.27 acres) has been partially developed as and has two buildings located at 5463 Gateway Village Circle and 5475 Gateway Village Circle, which are approximately 15,000 square feet in size. Orlando Gateway Partners, LLC, owns approximately 47.95 acres of commercial real estate located near the Orlando International Airport on the West side of South Semoran Boulevard and North of the State Road 528/The Beachline Expressway. The property is comprised of four separate parcels, one parcel (approximately 17 acres) has been partially developed and a portion of it is leased to Sixt Rent-A-Car, LLC. The second parcel (approximately .14 acres) is rented to Clear Channel Worldwide and contains a billboard. The remaining two parcels (approximately 10.75 and 20.10 acres respectively) are vacant. Nilhan Hospitality and Orlando Gateway and related entities have been involved in extensive litigation with Good Gateway, LLC, SEG Gateway, LLC and other parties since 2009. In October 2014, separate judgments were entered in favor of SEG and Good Gateway. To prevent the assets from being sold at judicial foreclosure sales, Nilhan Hospitality and Orlando Gateway Partners commenced Chapter 11 bankruptcy cases (Bankr. M.D. Fla. Case No.15-03447 and 15-03448, respectively) in Orlando, Florida on April 20, 2015. Chittranjan "Chuck" Thakkar owns 70% of the Nilhan's outstanding membership interests, and indirectly owns and controls OGP. Thakkar, as manager, signed the bankruptcy petitions. Nilhan estimated $1 million to $10 million in assets and $10 million to $50 million in debt while Orlando Gateway estimated at least $10 million in assets and debt. The Debtors are represented by Kenneth D Herron, Jr., Esq., at Wolff, Hill, McFarlin & Herron, P.A. * * * The Debtors, with the consent of Good Gateway and SEG, have won from the Bankruptcy Court an order lifting the automatic stay to allow their appeals of the judgments to go forward. On June 8, 2015, the U.S. Trustee filed a motion to dismiss or convert to Chapter 7 the Debtors' bankruptcy cases. On June 15, 2015, the Good Gateway and SEG file a motion to appoint a Chapter 11 trustee for the Debtors. On June 16, 2015, the Debtors filed their Application to Retain Larry S. Hyman, CPA, as Restructuring Advisor and Chief Restructuring Officer. Following mediation, the parties agreed that (i) the Debtors would withdraw the Hyman Application; (ii) the Trustee motions would be withdrawn, and the (iii) the Debtors would file an application to employ Tery Soifer as CRO. On Aug. 12, 2015, the Court entered an order denying the motion to dismiss the Chapter 11 cases. The Court also entered an order terminating the Debtors' exclusive periods to propose a Chapter 11 plan as of July 31, 2015. Three competing plans have so far been filed in the Chapter 11 cases by: (1) the Debtors, (ii) Good Gateway and SEG, and (iii) secured creditor SummitBridge National Investments IV LLC. PACIFIC GAS: Judge Wants Active Tense, Cartoons in Escrow Appeal ---------------------------------------------------------------- Beth Winegarner at Bankruptcy Law360 reported that the California federal judge overseeing a Pacific Gas & Electric creditor's bankruptcy appeal over the health of the utility's escrow account ordered the parties on Oct. 28, 2015, to spell out their funding issues with "no passive tense" -- and perhaps cartoons. A frustrated U.S. District Court Judge William H. Alsup asked creditor and appellant California Power Exchange Corp. and PG&E several times to describe how two energy sellers, Avista Corp. and TransAlta Corp., were paid after PG&E reached settlements with them in a Federal Energy Regulatory Commission proceeding. About PG&E Corporation Headquartered in San Francisco, California, PG&E Corporation (NYSE:PCG) -- http://www.pgecorp.com/-- is an energy-based holding company. The company's operations include electric and gas distribution, natural gas and electric transmission, and electric generation. It is the parent company of Pacific Gas and Electric Company. Pacific Gas filed for Chapter 11 protection on April 6, 2001 (Bankr. N.D. Cal. Case No. 01-30923). James L. Lopes, Esq., William J. Lafferty, Esq., and Jeffrey L. Schaffer, Esq., at Howard, Rice, Nemerovski, Canady, Falk & Rabkin represent the Debtors in their restructuring efforts. On June 30, 2001, the Company listed $23,216,000,000 in assets and $22,152,000,000 in debts. Pacific Gas emerged from chapter 11 protection April 12, 2004, paying all creditors 100 cents-on-the-dollar plus postpetition interest. PANGEA MERGER: Moody’s Assigns 'B2' Corporate Family Rating ------------------------------------------------------------- Moody's Investors Service assigned to Pangea Merger Sub Inc. a first-time B2 Corporate Family Rating (CFR) and a B2-PD Probability of Default Rating. Moody's also assigned a B1 rating to Pangea's proposed $550 million of first lien credit facilities and a Caa1 rating to its $150 million second lien term loan facility. The rating outlook is stable. Net proceeds from the credit facilities and $455 million of equity will be used to finance the acquisition of Premiere Global Services, Inc. (PGS) by affiliates of Siris Capital Group, LLC for $973 million, including assumption of debt. Upon closing of the acquisition, PGS will guarantee the credit facilities and obligations under the credit facilities which will be assumed by PGS' wholly-owned subsidiary, American Teleconferencing Services, Inc. (ATS). Upon closing of the acquisition, all of the ratings of Pangea will be moved to ATS. RATINGS RATIONALE The CFR is weakly positioned in the B2 rating category which reflects high initial leverage, elevated execution risk in achieving cost savings, and PGS' intensely competitive markets. PGS has moderate operating scale resulting from its limited product diversity. Moody's estimates that the company's total debt to EBITDA at the close of the acquisition will increase to about high 6x (Moody's adjusted), before including the anticipated $60 million of cost savings which will be realized by the end of 2017. The rating also incorporates the execution risk in offsetting the declining revenues in the audio conferencing services through growth in the higher-margin, subscription-based collaboration services, in which the market is dominated by the leading enterprise software and networking vendors and PGS has a small market share. The risks are partially mitigated by PGS' good liquidity, including about $80 million of unrestricted cash, which covers expected restructuring costs and deferred acquisition considerations in 2016. Although audio conferencing revenues are expected to decline, the company generates strong gross margins from these services. Despite modest erosion in revenues over the next 12 to 18 months, Moody's expects the company's profitability to modestly increase before including the planned cost savings. The rating additionally reflects Moody's expectation that PGS' total debt to EBITDA will progressively decline to below 4.5x (Moody's adjusted) by 2017 and its free cash flow to debt ratio will increase from about 1% to 2% in 2016 to 5% in 2017, including restructuring costs during the periods. The stable outlook is based on Moody's expectation that PGS will maintain good liquidity and generate modestly positive free cash flow over the next 12 months. Moody's could downgrade PGS' ratings if liquidity deteriorates, debt increases on a sustained basis, or if free cash flow is expected to fall short of expectations as a result of competitive pressures or execution challenges. A rating upgrade is not expected over the next 12 to 18 months given the company's weak financial profile. Moody's could raise PGS' ratings over time if the company generates strong growth in operating cash flow, it commits to conservative financial policies and if Moody's believes that total debt to EBITDA (Moody's adjusted) and free cash flow relative to total debt could be sustained below 4.5x and in excess of 10%, respectively. Moody's assigned the following ratings to Pangea Merger Sub Inc.: -- Corporate Family Rating, B2 -- Probability of Default Rating, B2-PD -- 1st lien revolving credit facility, B1 (LGD3) -- 1st lien term loan facility, B1 (LGD3) -- 2nd lien term loan facility, Caa1 (LGD5) -- Outlook is Stable Premiere Global Services, Inc. provides audio conferencing, web and video collaboration services with $566 million in revenues for the twelve months ended June 30, 2015. PATRIOT COAL: Debtors, Peabody Deal With Retirees Approved ---------------------------------------------------------- Judge Keith L. Phillips of the U.S. Bankruptcy Court for the Eastern District of Virginia, Richmond Division, approved the Settlement Agreement executed by Patriot Coal Corporation, et. al., Peabody Energy Corporation ("PEC"), et. al. ("Peabody"), the Patriot Coal Retiree Committee, and those non-union retiree employees who were previously employed by any of the Debtors and/or who are eligible to receive any Retiree Benefits from any of the Debtors at any time, together with all such retiree's spouses, dependents and survivors. Pursuant to the Separation Agreement, Plan of Reorganization and Distribution by and between PEC and Patriot, certain assets owned by PEC were transferred to Patriot, and Patriot's stock was distributed to the shareholders of PEC ("Spin-Off"). In connection with the Spin-Off, Patriot, PEC, and certain of their respective affiliates entered into a variety of agreements, including, among others: (i) the Salaried Employees Liabilities Assumption Agreement, dated Oct. 22, 2007, between Patriot, Heritage Coal Company LLC, PEC, and Peabody Holding Company ("PHC") ("SELAA"); and (iii) the Administrative Services Agreement, dated Oct. 22, 2007, between Patriot, PEC, and PHC ("ASA"). The Patriot Debtors filed their Retiree Motion, which sought authorization to implement a proposal ("1114 Proposal") that contemplated the assumption and assignment of the SELAA to the Retiree Committee and/or a newly created Salaried Employee Voluntary Employees' Benefit Association ("Salaried VEBA"). Peabody filed an objection to the Retiree Motion contending, among other things, that the SELAA is part of an integrated contract along with the other Spin-Off Agreements and that therefore the SELAA cannot be assumed and assigned unless all the Spin-Off Agreements are assumed and assigned. The Parties later agreed to settle and resolve all potential or existing claims and disputes between them relating to the SELAA and the Retiree Motion as it relates to the SELAA and the SELAA Plan of Action. The Parties stipulated and agreed that the Settlement Agreement was entered into after extensive arm's length negotiations by and between the Parties and that it embodies the terms and conditions of the settlement between them. The Settlement Agreement contains, among others, these material terms: (1) Startup Payment: On or before Oct. 31, 2015, Peabody will pay to a VEBA or VEBA entities, to be named by Retiree Committee ("RC Entities") the sum of $100,000 ("Startup Payment") to pay in part for costs associated with the establishment of the RC Entities. Aside from the Startup Payment, Peabody will otherwise have no responsibility for the administration or the cost of administration of the RC Entities. (2) Additional Payments: In addition to the Startup Payment, Peabody shall pay the RC Entities an additional $16,150,000, which will be paid in accordance with the following: (i) $3,500,000, on or before Oct. 31, 2015. (ii) $3,500,000, on Jan. 1, 2017, or first business day thereafter. (iii) $3,500,000.00 on Jan. 1, 2018, or first business day thereafter. (iv) $3,500,000 on Jan. 1, 2019, or first business day thereafter. (v) $2,150,000.00 on Jan. 1, 2020, or first business day thereafter. (3) Termination of SELAA: Peabody and the Patriot Debtors, agree that upon the Effective Date of the Settlement Agreement that the SELAA shall terminate effective as of October 31, 2015. Peabody Energy Corporation is represented by: Bruce H. Matson, Esq. Christopher L. Perkins, Esq. LECLAIRRYAN, APC 919 East Main Street, 24th Floor Richmond, VA 23219 Telephone: (804)783-7550 E-mail: bruce.matson@leclairryan.com christopher.perkins@leclairryan.com - and - Heather Lennox, Esq. JONES DAY North Point 901 Lakeside Avenue Cleveland, OH 44114-1190 Telephone: (216)586-7111 E-mail: hlennox@jonesday.com - and - Daniel T. Moss JONES DAY 51 Louisiana Avenue, N.W. Washington, D.C. 20001-2113 Telephone: (202)879-3794 E-mail:dtmoss@jonesday.com About Patriot Coal Corporation Patriot Coal Corporation is a producer and marketer of coal in the United States. Patriot and its subsidiaries control 1.4 billion tons of proven and probable coal reserves -- including owned and leased assets in the Central Appalachia basin (in West Virginia and Ohio) and Southern Illinois basin (in Kentucky and Illinois) and their operations consist of eight active mining complexes in West Virginia. Patriot Coal first sought Chapter 11 protection on July 9, 2012, and, on Dec. 18, 2013, won approval of its bankruptcy-exit plan from the U.S. Bankruptcy Court for the Eastern District of Missouri. The plan turned over most of the ownership of the company to bondholders that include New York hedge fund Knighthead Capital Management LLC. The linchpins of the plan were a global settlement among the Debtors, the United Mine Workers of America, and two third parties -- Peabody Energy Corporation and Arch Coal, Inc. -- and a commitment by a consortium of creditors, led by Knighthead, to backstop two rights offerings that funded the plan. Patriot Coal Corporation and its subsidiaries commenced new Chapter 11 cases (Bankr. E.D. Va. Lead Case No. 15-32450) in Richmond, Virginia, on May 12, 2015. The cases are assigned to Judge Keith L. Phillips. Patriot Coal estimated more than $1 billion in assets and debt. The Debtors tapped Kirkland & Ellis LLP as counsel; Kutak Rock L.L.P., as co-counsel; Centerview Partners LLC as investment bankers; Alvarez & Marsal North America, LLC, as restructuring advisors; and Prime Clerk LLC, as claims and administrative agent. The U.S. trustee overseeing the Chapter 11 case of Patriot Coal Corp. appointed seven creditors of the company to serve on the official committee of unsecured creditors. The Committee is represented by Morrison & Foerster LLP as its counsel, and Tavenner & Beran, PLC, as its local counsel. Jefferies LLC serves as its investment banker. PBF HOLDING: S&P Raises CCR to 'BB', Off CreditWatch Positive ------------------------------------------------------------- Standard & Poor's Ratings Services said it raised its corporate credit rating on Parsippany, N.J.-based PBF Holding Co. LLC to 'BB' from 'BB-' and removed the ratings from CreditWatch with positive implications where they were placed on June 19, 2015. The outlook is stable. At the same time, S&P raised the senior secured issue-level rating to 'BBB-' from 'BB+'. The senior secured recovery rating of '1' remains unchanged, and indicates "very high" (90% to 100%) recovery of principal if a default occurs. The rating action reflects S&P's view that the acquisition of Chalmette Refining LLC, a 189,000 barrel-per-day refinery located outside of New Orleans, adds scale and geographic diversity, while only slightly increasing leverage over S&P's forecast horizon. Pro forma for the transaction, S&P expects stand-alone net debt to EBITDA to be about 1.2x for 2015 and 1.4x for 2016 and in the 1x area for both periods on a consolidated basis. The transaction increases PBF's total refining capacity by 35% to 729,000 barrels per day and expands its operating footprint into the Gulf Coast region. "The high-complex refinery can process heavy and light crude oil and also has some logistics assets that provide future growth opportunities for PBF's midstream business," said Standard & Poor's credit analyst Michael Grande. S&P has revised its business risk profile to "fair" from "weak". S&P believes the company will employ the same strategy it uses at its East Coast refineries to optimize profitability at Chalmette--the flexibility to process a variety of different types of crude oil depending on what's most economical. Chalmette also provides some cash flow diversification from the refineries at Delaware City and Paulsboro, which S&P views as more challenged than their inland competitors because it is more difficult to source cost-advantaged West Texas Intermediate-based crudes from the Mid-Continent region and Canada. Competition from refined products imported from Europe and Asia can also limit profitability relative to their inland peers. That said, since owning the East Coast refineries, PBF has lowered feedstock, labor, and regulatory costs, improving the refineries' profitability. The stable outlook reflects S&P's expectation that PBF will successfully integrate its refinery acquisitions and maintain ample liquidity and net debt to EBITDA in the 1x to 1.5x range under most refining cycles. PHARMACYTE BIOTECH: Dismisses Farber Hass as Accountant ------------------------------------------------------- PharmaCyte Biotech, Inc., disclosed that it dismissed Farber Hass Hurley LLP as its principal accountant and on Oct. 30, 2015, it engaged Armanino LLP as its principal accountant. The change in accountants was approved by the Company's Board of Directors and did not result from any dissatisfaction with the quality of professional services rendered by FHH, the Company stated in a Form 8-K report filed with the Securities and Exchange Commission. FHH's report on the Company's consolidated financial statements for the fiscal year ended April 30, 2015, did not contain an adverse opinion or disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope or accounting principles. During the Company's fiscal year ended April 30, 2015, and the subsequent interim period through Oct. 29, 2015, there were no disagreements with FHH on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure which, if not resolved to FHH's satisfaction, would have caused them to make reference to the subject matter in connection with their report on the Company's consolidated financial statements for such period. The Company said that during the Company's fiscal years ended April 30, 2015, and 2014 and the subsequent interim period through Oct. 30, 2015, neither the Company nor anyone on its behalf consulted Armanino. About PharmaCyte Biotech, Inc. PharmaCyte Biotech, Inc., formerly known as Nuvilex Inc, is dedicated to bringing to market scientifically derived products designed to improve the health, condition and well-being of those who use them. The Company is a clinical stage biotechnology company focused on developing and preparing to commercialize treatments for cancer and diabetes based upon a proprietary cellulose-based live-cell encapsulation technology known as Cell-in-a-Box. The Company intends to use this unique and patented technology as a platform upon which to build treatments for several types of cancer, including advanced, inoperable pancreatic cancer, and diabetes. Pharmacyte reported a net loss of $10.8 million for the year ended April 30, 2015, a net loss of $27.2 million for the year ended April 30, 2014 and a net loss of $1.6 million for the year ended April 30, 2013. As of July 31, 2015, the Company had $8.14 million in total assets, $1.18 million in total liabilities and $6.95 million in total stockholders' equity. PREMIERE GLOBAL: S&P Assigns Prelim. 'B' CCR; Outlook Negative -------------------------------------------------------------- Standard & Poor's Ratings Services said it assigned its preliminary 'B' corporate credit rating to Atlanta-based Premiere Global Services Inc. (PGI). The outlook is negative. At the same time, S&P assigned its preliminary 'B' issue-level rating and preliminary '3' recovery ratings to the company's $50 million first-lien revolver maturing 2020 and to its $500 million first-lien term loan maturing 2022. The '3' recovery rating indicates S&P's expectation for meaningful (50%-70%; higher half of the range) recovery in the event of a payment default. Additionally, S&P assigned its preliminary 'B-' issue-level rating and preliminary '5' recovery ratings to the company's $150 million second-lien term loan maturing 2023. The '5' recovery rating indicates S&P's expectation for modest (10%-30%; lower half of the range) recovery in the event of a payment default. "The ratings on PGI are based on a 'weak' business risk profile and a 'highly leveraged' financial risk profile reflecting the company's middle-tier position within the highly competitive and fragmented audio conferencing market," said Standard & Poor's credit analyst Kenneth Fleming. The ratings also reflect pro forma leverage in the high-6x to low-7x area as of Sept. 30, 2015, which S&P expects to decline to the low-6x area by Dec. 31, 2016. Over the coming year, S&P expects that the company will realize a portion of its planned cost reductions, thus improving EBITDA margins and reducing leverage. The negative outlook reflects the high leverage post-transaction and the risk of unplanned business disruption from its cost restructuring activities. S&P could lower the rating on PGI if the audio conferencing segment contracts at a faster than expected pace, or if disruption from restructuring activities causes market share loss, resulting in leverage sustained above 7x. S&P could revise the outlook to stable if the company can maintain its market share while implementing material cost reductions such that it records sustained leverage below 6.5x. REICHHOLD HOLDINGS: Seeks $250K Private Sale of Tuscaloosa Property ------------------------------------------------------------------- Reichhold Holdings US, Inc., and its affiliated debtors ask the U.S. Bankruptcy Court for the District of Delaware to approve the sale of non-residential real property located at 5410 Reichhold Road, Tuscaloosa, Alabama, to Southern Ionics Incorporated for $250,000, free and clear of all liens, claims and encumbrances. The Debtors believe that selling the Property to Southern Ionics through a private sale is justified and appropriate. The Debtors tell the Court that with the aid of Hilco Real Estate, LLC, they actively marketed the Property for almost 10 months without receiving any offer for the Property other than Southern Ionics' offer. The Debtors believe that their extensive marketing efforts have produced a buyer willing to pay fair value for the Property. The Debtors' motion is scheduled for hearing on Nov. 17, 2015 at 11:30 a.m. The deadline for the filing of objections to the Debtors' motion is set on Nov. 10, 2015 at 4:00 p.m. Reichhold Holdings is represented by: Norman L. Pernick, Esq. Marion M. Quirk, Esq. David W. Giattino, Esq. COLE SCHOTZ P.C. 500 Delaware Avenue, Suite 1410 Wilmington, DE 19801 Telephone: (302)652-3131 Facsimile: (302)652-3117 E-mail: npernick@coleschotz.com mquirk@coleschotz.com dgiattino@coleschotz.com - and - Gerald H. Gline, Esq. Felice R. Yudkin, Esq. COLE SCHOTZ P.C. 25 Main Street Hackensack, NJ 07602-0800 Telephone: (201)489-3000 Facsimile: (201)489-1536 E-mail: ggline@coleschotz.com fyudkin@coleschotz.com About Reichhold Holdings US Founded in 1927, Reichhold, with its world headquarters and technology center in Durham, North Carolina, is one of the world's largest manufacturer of unsaturated polyester resins and a leading supplier of coating resins for the industrial, transportation, building and construction, marine, consumer and graphic arts markets. Reichhold -- http://www.Reichhold.com/-- has manufacturing operations throughout North America, Latin America, the Middle East, Europe and Asia. As of June 30, 2014, the Reichhold companies had consolidated assets of $538 million and liabilities of $631 million. Reichhold Holdings US, Inc., Reichhold, Inc., and two U.S. affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 14-12237) on Sept. 30, 2014. Cole, Schotz, Meisel, Forman & Leonard, P.A. (legal advisor) and CDG Group LLC (financial advisor) are representing Reichhold, Inc. Latham & Watkins LLP (legal advisor) and Moelis & Company (investment banker) are serving Reichhold Industries, Inc. Logan & Company is the company's claims and noticing agent. The cases are assigned to Judge Mary F. Walrath. The U.S. Trustee for Region 3 appointed seven creditors of Reichhold Holdings US, Inc. to serve on the official committee of unsecured creditors. On April 1, 2015, the U.S. Trustee named three non-union retirees of Debtors to serve as the official Non-Union Retiree Committee. Each of the Retiree Committee members is receiving retiree welfare benefits from one or more of the Debtors. On April 2, 2015, Reichhold disclosed that the purchase of most of the assets of the U.S. business was completed. This transaction, approved by the Delaware Bankruptcy Court on January 12, 2015, allows Reichhold's U.S. businesses to successfully emerge from bankruptcy and re-join the rest of the global Reichhold organization. Concurrent with this purchase, Reichhold completed a debt-for-equity exchange with a group of investors led by Black Diamond Capital Management LLC and including J.P. Morgan Investment Management, Inc., Third Avenue Management LLC, and Simplon Partners LP. REICHHOLD HOLDINGS: Seeks Approval of Retiree Settlement -------------------------------------------------------- Reichhold Holdings US, Inc., and its affiliated debtors ask the U.S. Bankruptcy Court for the District of Delaware to approve its settlement agreement with certain of its retired employees and the termination of retiree benefits. The Settlement Agreements, contain among others, these terms: (a) Termination of Retiree Welfare Plans: The Debtors will terminate all Retiree Welfare Plans effective as of 11:59 p.m. on Nov. 30, 2015. (b) Run Off Period: The time period for presenting claims for reimbursement of benefits covered by the Retiree Medical Program for claims incurred prior to the Termination Date will be 90 days from the Termination Date. Claims for reimbursement of benefits covered by the Retiree Medical Program for claims incurred prior to the Termination Date which are not properly made or submitted prior to the expiration of the Run Off Period will be disallowed for all purposes. (c) Settlement Amount Under the United Steelworkers' Settlement Agreement: The Debtors will make a settlement payment as follows: (i) Eligible Participants will receive 8 percent of the face amount of their individual life insurance coverage, and (ii) Eligible Participants of the Debtors’ Retiree Medical Program who do not contribute to the medical program or contribute less than $70 per month to the program shall receive a one-time payment of $1,200. All other participants in the Retiree Medical Program shall not receive any settlement payment. The aggregate amount to be paid under the Steelworkers Settlement is approximately $54,430. (d) Settlement Amount Under the Retiree Committee Settlement Agreement: The Debtors will make payments totaling $267,276 to the affected Eligible Participants as directed by the Retiree Committee. Within 30 days after entry of the Settlement Agreement, the Retiree Committee will direct, in writing, the amount of payment to be made to each Eligible Participant form the Settlement Amount. (e) Release of Claims: Approval of the settlement will effectuate a release of all claims that Eligible Participants may have against the Debtors other than the obligations imposed by the Settlement Agreements. The Debtors contend that since the appointment of the Retiree Committee on April 1, 2015, they have worked steadily with the Retiree Committee and United Steelworkers to explore a consensual termination of the Debtors' Retiree Welfare Plans. The Debtors further contend that after the exchange of information, multiple telephonic meetings, and vigorous negotiations, the Settling Parties have reached agreements concerning the termination of the Retiree Welfare Plans. The Debtors relate that under the terms of the proposed Settlement Agreements, the Debtors would terminate the Retiree Welfare Plans as of Nov. 30, 2015. The Debtors further relate that they also seek to terminate the Retiree Welfare Plans for the other union retirees on the same terms and conditions as the United Steelworkers Settlement Agreement. The Debtors tell the Court that despite their best efforts, they have not received any response to their proposal to terminate the Retiree Welfare Plans from the authorized representatives of the other union retirees and are requesting authority to terminate the Retiree Welfare Plans pursuant to section 1114(g) of the Bankruptcy Code as they relate to the other union retirees. The Debtors assert that in seeking to terminate the Retiree Welfare Plans, they have balanced the importance of the Retiree Welfare Plans to the Retirees and their families against the reality that continuing to provide the Retiree Welfare Plans is simply no longer practicable or feasible where the Debtors have no operations and are working on winding down their estates. The Debtors believe that the terms of the Settlement Agreements provide the Settling Retirees with a fair and reasonable settlement that will facilitate a smooth transition for the Settling Retirees following the termination of the Retiree Welfare Plans. The Debtors' motion is scheduled for hearing on Nov. 17, 2015 at 11:30 a.m. The deadline for the filing of objections to the Debtors' motion is set on Nov. 10, 2015 at 4:00 p.m. Reichhold Holdings is represented by: Norman L. Pernick, Esq. Marion M. Quirk, Esq. David W. Giattino, Esq. COLE SCHOTZ P.C. 500 Delaware Avenue, Suite 1410 Wilmington, DE 19801 Telephone: (302)652-3131 Facsimile: (302)652-3117 E-mail: npernick@coleschotz.com mquirk@coleschotz.com dgiattino@coleschotz.com - and - Gerald H. Gline, Esq. Felice R. Yudkin, Esq. COLE SCHOTZ P.C. 25 Main Street Hackensack, NJ 07602-0800 Telephone: (201)489-3000 Facsimile: (201)489-1536 E-mail: ggline@coleschotz.com fyudkin@coleschotz.com About Reichhold Holdings Founded in 1927, Reichhold, with its world headquarters and technology center in Durham, North Carolina, is one of the world's largest manufacturer of unsaturated polyester resins and a leading supplier of coating resins for the industrial, transportation, building and construction, marine, consumer and graphic arts markets. Reichhold -- http://www.Reichhold.com/-- has manufacturing operations throughout North America, Latin America, the Middle East, Europe and Asia. As of June 30, 2014, the Reichhold companies had consolidated assets of $538 million and liabilities of $631 million. Reichhold Holdings US, Inc., Reichhold, Inc., and two U.S. affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 14-12237) on Sept. 30, 2014. Cole, Schotz, Meisel, Forman & Leonard, P.A. (legal advisor) and CDG Group LLC (financial advisor) are representing Reichhold, Inc. Latham & Watkins LLP (legal advisor) and Moelis & Company (investment banker) are serving Reichhold Industries, Inc. Logan & Company is the company's claims and noticing agent. The cases are assigned to Judge Mary F. Walrath. The U.S. Trustee for Region 3 appointed seven creditors of Reichhold Holdings US, Inc. to serve on the official committee of unsecured creditors. On April 1, 2015, the U.S. Trustee named three non-union retirees of Debtors to serve as the official Non-Union Retiree Committee. Each of the Retiree Committee members is receiving retiree welfare benefits from one or more of the Debtors. On April 2, 2015, Reichhold disclosed that the purchase of most of the assets of the U.S. business was completed. This transaction, approved by the Delaware Bankruptcy Court on January 12, 2015, allows Reichhold's U.S. businesses to successfully emerge from bankruptcy and re-join the rest of the global Reichhold organization. Concurrent with this purchase, Reichhold completed a debt-for-equity exchange with a group of investors led by Black Diamond Capital Management LLC and including J.P. Morgan Investment Management, Inc., Third Avenue Management LLC, and Simplon Partners LP. RELATIVITY FASHION: Seeks Modification of Final DIP Order --------------------------------------------------------- Relativity Fashion, LLC, asks the U.S. Bankruptcy Court for the Southern District of New York, to modify the Final DIP Order pursuant to the TLA/TLB Term Sheet. The Debtors note that they were authorized to obtain $49,500,000 in postpetition debtor-in-possession financing from certain of the Debtors' prepetition secured lenders ("Original DIP Lenders"), by virtue of the Court's Final DIP Order. The Debtors relate that the amount has been fully drawn and that the amount which will be outstanding under the Original DIP Facility following the modification sought by their motion will be $35,000,000. The Debtors relate that by virtue of the Court's Sale Order, they were authorized to sell their television business to RM Bidder, LLC, an entity formed by the Original DIP Lenders. The Debtors further relate that the Court approved the stipulation that they had entered into with the Original DIP Lenders, the Manchester Parties, and Ryan Kavanaugh, which represents one pieces of a global agreement between the Parties to provide the Debtors with an opportunity to reorganize their business around their non-TV Business Assets. The Debtors tell the Court that pursuant to the term sheet attached to the Notice of Presentment of Stipulation and Agreed Order ("TLA/TLB Term Sheet"), Heatherden Securities LLC, a Delaware Limited Liability Company has agreed to purchase the Original DIP Facility, as modified to $35,000,000, from the Original DIP Lenders for $35,000,000 as part of the Global Agreement. The Debtor further tells the Court that the TLA/TLB Term Sheet states that the closing of this Transaction, "will occur no later than October 20, 2015." The Debtor contends that they filed their motion to comply with the terms of the TLA/TLB Term Sheet, which require the modification of the Final DIP Order on or before Oct. 20, 2015. Relativity Fashion is represented by: Richard L. Wynne, Esq. Bennett L. Spiegel, Esq. Lori Sinanyan, Esq. JONES DAY 222 East 41st Street New York, NY 10017 Telephone: (212)326-3939 Facsimile: (212)755-7306 E-mail: rlwynne@jonesday.com blspiegel@jonesday.com - and - Craig A. Wolfe, Esq. Malani J. Cademartori, Esq. Blanka K. Wolfe, Esq. SHEPPARD MULLIN RICHTER & HAMPTON LLP 30 Rockefeller Plaza New York, NY 10112 Telephone: (212)653-8700 Facsimile: (212)653-8701 E-mail: cwolfe@sheppardmullin.com mcademartori@sheppardmullin.com bwolfe@sheppardmullin.com 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, including Relativity Fashion, LLC, 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: Judge Again Disapproves Revised DIP Financing --------------------------------------------------------------- Jonathan Randles at Bankruptcy Law360 reported that a New York bankruptcy judge on Oct. 27, 2015, again declined to sign off on Relativity Media's amended Chapter 11 financing proposal, and raised concerns with certain provisions of the arrangement he said would lock in components of a restructuring plan before creditors got to vote on it. U.S. Bankruptcy Judge Michael Wiles said he would not approve Relativity's revised debtor-in-possession financing because it includes terms that would allow lenders to sidestep aspects of the Chapter 11 plan confirmation process. 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. RITE AID: Fitch Says 5-Yr. CDS Trading at Tight Levels ------------------------------------------------------ Five-year credit default swaps (CDS) on Rite Aid Corporation are trading at all-time tight levels, according to Fitch Solutions. The sharp drop follows last week's announcement by Walgreens Boots Alliance, Inc. that it will acquire all outstanding shares of Rite Aid. Rite Aid CDS tightened 65% or 218 basis points over the course of last week and are now trading at 112 basis points. The current spread levels are the tightest observed over the span of Fitch Solutions' CDS pricing time series for Rite Aid since 2006. The steep drop in cost to protect Rite Aid five-year senior bonds indicates that investors suspect a lower risk of default. Fitch notes that volatility across the board in CDS trading is common. Fitch Ratings on Oct. 28 placed its ratings on Rite Aid on Rating Watch Positive. The acquisition is expected to close in second half 2016, subject to approval by Rite Aid shareholders and antitrust regulators. After pricing consistently at 'BB-' levels over the past year, CDS on Rite Aid are now trading in line with 'BBB-' levels, in investment-grade territory. Fitch currently rates Rite Aid's long-term Issuer Default Rating (IDR) 'B'. Fitch would expect to upgrade Rite Aid's existing debt to the low 'BBB' category assuming the merger closes as contemplated and there are no material changes to Fitch's expectations. If the merger is terminated, Rite Aid sustaining positive comparable store sales and EBITDA in the $1.5 billion range or better -- which would enable to company to further reduce debt and reducing adjusted debt/EBITDAR to between 5.3x and 5.7x -- may lead to a positive rating action. ROBERTO SEBELEN MEDINA: Suit Against Bank Remains Dismissed ----------------------------------------------------------- Judge Brian K. Tester of the United States Bankruptcy Court for the District of Puerto Rico denied the motions for reconsideration of judgment filed by both plaintiff and defendant, and the adversary proceeding captioned ROBERTO SEBELEN MEDINA, BETSIE MARIE CORUJO, Plaintiff(s), v. BANCO POPULAR DE PUERTO RICO ADSUAR MUNIZ GOYCO SEDA PEREZ-OCHOA, PSC, Defendant(s), ADVERSARY NO. 14-00194 (Bankr. D.P.R.), remains dismissed in its entirety. The Plaintiffs allege that the adversary proceeding is predominantly "core" as to the whole complaint, therefore, the court has jurisdiction and venue over the matter, having a possibility to obtain a complete resolution of the issues. The bankruptcy case is IN RE: ROBERTO SEBELEN MEDINA BETSIE MARIE CORUJO, Chapter 11, Debtor(s), CASE NO. 14-06368 (Bankr. D.P.R.). A full-text copy of the Opinion and Order dated October 2, 2015 is available at http://is.gd/WMtP0kfrom Leagle.com. Roberto Sebelen Medina, Plaintiff, represented by Manuel J. Perez Garcia,Esq. -- CIUDAD JARDIN BAIROA Banco Popular De Puerto Rico, Defendant, represented by Luis C. Marini-Biaggi, Esq. -- luis.marini@oneillborges.com -- O'NEILL & BORGES, Sheila M. Rodriguez-Figueroa, Esq. -- sheila.rodriguez@oneillborges.com -- O'NEILL & BORGES Adsuar Muniz Goyco Seda Perez-Ochoa, Defendant, represented by Eric Perez Ochoa, Esq. -- epo@amgprlaw.com -- SEDA & PEREZ OCHOA PSC, Jose Luis Ramirez Coll, Esq. -- jramirez@fgrlaw.com -- FIDDLER GONZALEZ & RODRIGUEZ PSC. ROSEVILLE SENIOR LIVING: Court Directs Appointment of Ch.11 Trustee ------------------------------------------------------------------- In the chapter 11 case of Roseville Senior Living Properties, LLC, Judge Michael B. Kaplan on Oct. 22, 2015, ordered the U.S. Trustee to appoint a Chapter 11 trustee who will take over day-to-day operations from Michael Edrei, who controlled and managed the Debtor. The motion for the appointment of a trustee was pursued by Modan Associates, a passive investment member of the Debtor, holding an 8.73% interest in the Debtor. The Edrei-controlled Debtor has already filed a Chapter 11 plan that promises to pay creditors 100% of their allowed claims. The Debtor won approval of the explanatory disclosure statement on April 29, 2015. As all creditors are unimpaired under the Plan, the Debtor did not solicit votes on the Plan. While the plan confirmation hearing was original scheduled for May 28, 2015, the Debtor requested multiple continuances totaling over three months because it has been unable to obtain a finalized, executed "commitment letter" from MidCap Financial Trust and unable to finalize the required exit financing. On Sept. 8, Mr. Edrei advised the Court that Midcap did not proceed with the loan. The Court subsequently directed the Debtor to demonstrate that it could replace MidCap with a new exit/refinancing lender by Oct. 9, 2015, and it scheduled a continued confirmation hearing on Oct. 19 to consider the feasibility of the Plan and any related issues regarding the release and exculpation provisions under the Plan. Mr. Edrei said in a court filing on Oct. 9 that the Debtor has been successful in obtaining a new lender who will provide $22.5 million exit financing. The Debtor redacted the name of the new lender from the term sheet included in publicly available filings, saying that it is concerned that Modan and the recalcitrant equity holders will disrupt the financing. Following a hearing Oct. 20, the Court ordered the appointment of a Chapter 11 trustee who will take over management of the Debtor. Modal and a group of equity holders owning approximately 15% of the membership interests in the Debtor have opposed the broad releases under the Plan. Equityholders William Weiss, et al., said Edrei seeks a virtual "get out of jail free" card stamped by the Bankruptcy Court, effectively prohibiting the Equity Holders from pursuing their claims against Edrei and immunizing him against liability for his misconduct. Prepetition lender CapitalSource Finance LLC claimed that the Plan is fatally flawed and is a delaying tactic as it provides no evidence that Debtor has secured the necessary commitment for exit financing to pay off CapitalSource's senior loan in full. Equityholders William Weiss, et al., noted in an Oct. 13 filing that Mr. Edrei has submitted only the unsigned, non-binding Term Sheet which is just as illusory as the MidCap financing. The Equityholders noted that $7 million debt to Capital Source has ballooned close to $20 million and so far Mr. Edrei has filed an exit plan based on flimsy representations. Equityholders William Weiss, et al., are currently involved in a multi-million dollar lawsuit against Mr. Edrei. The lawsuit is pending before the Superior Court of New Jersey, Bergen County, Docket No. BER-L-006798-14. The Equityholders allege in the State Court Action that Edrei committed, among other things, fraud and other acts of misconduct in connection with his control and management of the Debtor. The State Court appointed a Special Auditor in the State Court Action, who issued a report that confirms many of the allegations against Mr. Edrei. Attorneys for Modan Associates: COLE SCHOTZ P.C. Michael D. Sirota, Esq. David M. Bass, Esq. Court Plaza North 25 Main Street P.O. Box 800 Hackensack, NJ 07602-0800 Tel: (201) 489-3000 Fax: (201) 489-1536 Equity holders William Weiss, et al.'s attorneys: FOX ROTHSCHILD LLP Richard M. Meth, Esq. N. Ari Weisbrot, Esq. 75 Eisenhower Parkway, Suite 200 Roseland, NJ 07068 Tel: 973-992-4800 E-mail: rmeth@foxrothschild.com AWeisbrot@foxrothschild.com Co-Counsel for CapitalSource Finance: THE LAW FIRM OF BRIAN W. HOFMEISTER LLC Brian W. Hofmeister, Esq. 691 Highway 33 Mercerville Trenton, NJ 08619 Tel: (609) 890-1500 Fax: (609) 890-6961 E-mail: bwh@hofmeisterfirm.com - and - KATTEN MUCHIN ROSENMAN LLP Kenneth J. Ottaviano, Esq. William S. Dorsey, Esq. Karin H. Berg, Esq. 525 W. Monroe Street Chicago, IL 60661 Tel: (312) 902-5200 Fax: (312) 902-1061 E-mail: kenneth.ottaviano@kattenlaw.com william.dorsey@kattenlaw.com karin.berg@kattenlaw.com Attorneys for the Debtor: DUANE MORRIS LLP Walter J. Greenhalgh, Esq. Gregory R. Haworth, Esq. One Riverfront Plaza 1037 Raymond Boulevard, Suite 1800 Newark, NJ 07102-5429 Tel: (973) 424-2000 Fax: (973) 424-2001 About Roseville Senior Living Roseville Senior Living Properties, LLC, owns and operates a senior assisted living housing facility in Roseville, California. It filed for Chapter 11 bankruptcy (Bankr. D.N.J. Case No. 13-31198) on Sept. 27, 2013, in Newark, New Jersey. The petition was signed by Michael Edrel. Edrel is the managing director of Meecorp Capital Markets, LLC, the manager o f the Debtor. Walter J. Greenhalgh, Esq., at Duane Morris, LLP, represents Roseville Senior Living Properties as counsel. Friedman LLP serves as the Debtor's accountant. Roseville Senior Living Properties estimated $10 million to $50 million in assets, and $1 million to $10 million in liabilities. In its schedules filed with the Bankruptcy Court, the Debtor indicated total assets and total debts as "Unknown", a copy of which is available for free at: http://bankrupt.com/misc/rosevillesenior.doc54.pdf The United States Trustee for Region 3 appointed Joseph Rodrigues, State Long Term Care Ombudsman, California Department of Aging, as the Patient Care Ombudsman in the Debtor's case. SABRE GLBL: Moody’s Assigns Ba3 Rating to $500MM Sr. Secured Notes -------------------------------------------------------------------- Moody's Investors Service assigned a Ba3 rating to the $500 million of new senior secured notes being issued by Sabre GLBL Inc., a direct subsidiary of Sabre Holdings Corporation (Sabre). Sabre's existing ratings, including its Ba3 Corporate Family Rating (CFR), Ba3-PD Probability of Default Rating, and the Ba3 and B2 ratings for its senior secured and senior unsecured debts, respectively, remain unchanged. The ratings outlook is stable. The company will use net proceeds from the new notes to redeem $235 million of the senior notes due 2016 and for general corporate purposes, including potential acquisitions and repurchase of shares. RATINGS RATIONALE Moody's estimates that pro forma for the transactions, Sabre's total debt to EBITDA (Moody's adjusted) will increase from about approximately 3.4x to 3.7x, adjusting for the full year impact of the Abacus acquisition which closed on July 1, 2015. The Ba3 CFR reflects Sabre's strong revenue and earnings growth prospects over the next 12 to 18 month and Moody's expectations that Sabre's free cash flow will increase to about 8% to 10% of total debt and total debt to EBITDA (Moody's adjusted) will progressively decline toward the low 3x level over the next 12 to 18 months, absent any debt increases. Moody's expects Sabre's EBITDA to grow in the low teens percentages over this period. Sabre is one of the largest Global Distribution Systems (GDS) providers globally and is the leader in the North American market. Sabre's technology infrastructure and its existing relationships with travel suppliers and buyers enable the company to provide valuable content and services to its customers. The Ba3 CFR is also supported by Sabre's recurring, transaction-based revenues and strong growth prospects for its Airline and Hospitality Solutions segment that will improve Sabre's earnings diversity. However, Sabre operates in a highly competitive market and travel suppliers have increasingly used a direct distribution model to maintain control or negotiate better pricing for GDS services. The company also has high revenue exposure to the cyclical airline industry and there is some customer revenue concentration. The company's strengthening financial profile provides greater flexibility to absorb potential litigation-related costs and expenses, or adverse outcomes from its pending legal proceedings. The SGL-2 liquidity rating reflects Sabre's good liquidity comprising cash balances, availability under revolving credit facilities and free cash flow. The company will have approximately $200 million of debt maturities due over the next 12 months. Moody's could upgrade Sabre's ratings if the company maintains good organic revenue and operating cash flow growth and if Moody's believes that the company could sustain total debt to EBITDA below 3x (incorporating Moody's standard analytical adjustments) and free cash flow in the high single digit percentages of total debt. Moody's could downgrade Sabre's ratings if the loss of a significant customer or unfavorable changes in pricing or the distribution of travel supply cause total debt to EBITDA to increase to over 4x, and free cash flow declines to the low single digit percentages for an extended period of time. The ratings could additionally come under pressure if adverse outcomes in legal proceedings have a meaningful financial impact on Sabre or increase its business risks. Ratings assigned: Issuer: Sabre GLBL Inc. -- New Senior Secured Notes due 2023, Assigned, Ba3 (LGD3) Sabre is a leading technology solutions provider to the global travel and tourism industry with $2.85 billion in annual revenues. Funds affiliated to TPG Partners, Silver Lake Partners and other co-investors own approximately 49.9% equity interest in Sabre. SABRINA WOODARD: Required to File Tax Returns --------------------------------------------- Judge S. Martin Teel Jr. of the United States Bankruptcy Court for the District of Columbia granted Huntington Apartment Associates, LP's motion requiring debtor Sabrina Woodard to file tax with respect to each tax year of the debtor ending while the debtor's bankruptcy case is pending under chapter 7, 11 or 13 of the Bankruptcy Code, and each Federal income tax return required under applicable law that had not been filed with the taxing authority as of the date of the commencement of the case and that was subsequently filed for any tax year of the debtor ending in the 3-year period ending on the commencement of the case and that was subsequently filed for any tax year of the debtor ending in the 3-year period ending on the date of the commencement of the case. The court further ruled that the Debtor's objection to Huntington's obtaining access to the returns is premature: Huntington will not be entitled to obtain access to returns that the debtor files pursuant to this order unless Huntington complies with certain procedures. The case is In re SABRINA WOODARD, Chapter 11, Debtor, CASE NO. 15-00417 (Bankr. D.C.). A full-text copy of the Memorandum Decision and Order dated October 4, 2015 is available at http://is.gd/5dn3aRfrom Leagle.com. Sabrina Woodard, Debtor, represented by Jeffrey M. Sherman, Esq. -- jeffreymsherman@gmail.com -- Law Offices of Jeffrey M. Sherman. SEACOR HOLDINGS: S&P Lowers CCR to 'B+', Outlook Negative --------------------------------------------------------- Standard & Poor's Ratings Services lowered its corporate credit rating on SEACOR Holdings Inc. to 'B+' from 'BB-'. The outlook is negative. At the same time, S&P lowered the issue-level ratings on the company's senior unsecured debt to 'B+' (same as the corporate credit rating) from 'BB-'. The 'recovery rating remains '3', indicating S&P's expectation of meaningful (lower half of the 50% to 70% range) recovery for creditors in the event of payment default. "The downgrade reflects our expectation that SEACOR's offshore marine services' vessel utilization and dayrates will weaken for the remainder of 2015 and into 2016 beyond our initial expectations, and in comparison with 2014 results," said Standard & Poor's credit analyst John Rogers. "Offshore drilling activity has declined precipitously due to lower oil and natural gas prices, creating a glut of support vessels and drilling rigs available in the offshore market, especially in the Gulf of Mexico," he added. Moreover, similar to many of its competitors, as of Sept. 30, 2015, SEACOR had 22 vessels within its offshore marine services segment stacked. S&P expects SEACOR will continue to stack vessels as it focuses on fleet rationalization to reduce operating spending and improve dayrates. The negative outlook on SEACOR reflects the potential for a downgrade should operating performance fall below S&P's current expectations, which indicate SEACOR's debt to EBITDA will approach 7x and FFO to debt will be below 12% over the next two years. S&P expects the company to maintain "strong" liquidity while prudently managing the depressed market conditions in the offshore supply vessel market as a result of significant declines in E&P capital spending programs. S&P could lower the rating if it expected liquidity to deteriorate or if S&P expected FFO to debt to remain well below 12% on a sustained basis. S&P could revise the outlook to stable if market conditions improve such that S&P expects FFO to debt to average about 12% on a sustained basis. SUMMIT MATERIALS: Notes Upsize to $625MM No Effect on Moody's CFR ----------------------------------------------------------------- Moody's Investors Service says that Summit Materials, LLC's upsize of its Senior Unsecured Notes due 2023 to $625 million from $350 million will not affect its Caa2 senior unsecured ratings or its B3 Corporate Family Rating. Summit's other ratings are also unaffected by the upsize. The ratings outlook remains stable. On November 4, 2015, the Summit announced that it plans to issue a $275 million add-on to the company's existing 6.125% Senior Unsecured Notes due 2023. The Notes are issued by Summit Materials, LLC and Summit Materials Finance Corp. as Co-Issuers. Summit plans to use the proceeds to redeem the remaining balance of its $154 million 10.5% Senior Unsecured Notes due 2020, pay related fees and expenses and for general corporate purposes. Pro forma for the upsize, adjusted debt-to-EBITDA will be approximately 5.0x as of September 27, 2015. The B3 Corporate Rating balances Summit's growing scale, market positions, improving operating margins and experienced management team against the company's acquisitive growth model, risks associated with execution and integration, geographic concentration in three states, and exposure to cyclical construction end markets. The B3 rating also reflects Summit's high adjusted debt leverage. While adjusted debt to EBITDA should decline modestly though EBITDA growth, we expect debt leverage to remain commensurate with a B3 rating over the intermediate term given the company's history of debt funded acquisitions. Summit Materials is a construction materials company primarily operating in Texas (representing 34% of revenue for YE2014), Kansas (19%), Kentucky (11%), Utah (10%) and Missouri (9%). In March 2015, Summit Materials became a public entity. The company is 49% owned by public investors with the balance owned by the Blackstone Group, Silverhawk Capital Partners, and senior management (small minority). Summit is an acquisition / roll-up vehicle in the construction materials space, focusing on aggregates, cement, and related downstream products such as ready mix concrete and asphalt, as well as related construction services. Summit operates under three regional platforms. The company serves private construction and public infrastructure end markets which represented 56% and 44% of total 2014 revenues, respectively. For the trailing twelve months ending September 27, 2015, the company generated approximately $1.4 billion in revenue. TAYLOR-WHARTON INT'L: Slams Objections to DIP Financing Package --------------------------------------------------------------- Matthew Perlman at Bankruptcy Law360 reported that Taylor-Wharton International LLC asked the Delaware bankruptcy court on Oct. 27, 2015, to grant its debtor-in-possession financing package despite creditors calling it "egregious" because the financing is necessary to insure the cryogenics company's continued operation and sale. The unsecured creditors committee earlier this week raised objections to the package, which includes a $13 million bankruptcy loan, saying that it was designed to "squeeze every cent" from the company and push through a quick sale process. About Taylor-Wharton Taylor-Wharton International LLC and Taylor-Wharton Cryogenics LLC filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Proposed Lead Case No. 15-12075) on Oct. 7, 2015. The petition was signed by Thomas Doherty as chief restructuring officer. Cryogenics is a leading designer, engineer and manufacturer of cryogenic equipment designed to transport and store liquefied atmospheric and hydrocarbon gases. Cryogenics has a single United States operation in Theodore, Alabama. Cryogenics is the direct or indirect parent of several foreign non-debtor subsidiaries which have manufacturing operations in China, Malaysia, Slovakia, and warehousing operations in Germany and Australia. The Debtors have engaged Reed Smith LLP as general bankruptcy counsel, Argus Management Corporation as interim management services provider, Stifel, Nicolaus & Company, Incorporated and Miller Buckfire & Company LLC as investment banker and Logan & Company, Inc., as noticing and claims agent. The Debtors estimated both assets and liabilities of $100 million to $500 million. O'Neal Steel Inc. is listed as the largest unsecured creditor holding a trade claim of $788,815. Judge Brendan Linehan Shannon is assigned to the case. THANE INTERNATIONAL: December Hearing on Chapter 15 Recognition --------------------------------------------------------------- Matt Chiappardi at Bankruptcy Law360 reported that a Delaware bankruptcy judge on Oct. 27, 2015, extended temporary protection to the U.S. assets of Toronto-based Thane International Inc., the direct marketing company behind the Swivel Sweeper and other "as seen on TV" consumer products, and set the stage for a full Chapter 15 recognition hearing in December. During a hearing in Wilmington, U.S. Bankruptcy Judge Kevin Gross approved a temporary restraining order that acts akin to the automatic stay in Chapter 11, freezing litigation or creditor action against the company's assets in the United States. 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. THORNTON & CO.: Debtor, Committee Object to PUB Bid for Stay Relief ------------------------------------------------------------------- Secured creditor People's United Bank, N.A. ("PUB") asks the U.S. Bankruptcy Court for the District of Connecticut, Hartford Division, for relief from the automatic stay insofar as there is no equity in the debtor Thorton & Company, Inc.'s assets and such property is not necessary for an effective reorganization. As of Oct. 2, 2015 the amount of principal and interest under the Debtors obligations to PUB reached the aggregate amount of $14,821,645. PUB contends that the Debtor's inventory has a gross fair market value of approximately $5,900,800, and that the Debtor's accounts receivable have a fair market value of approximately $8,317,250 as of Oct. 2, 2015. PUB further contends that together with certain pledged investment accounts having a value of approximately $527,623.00 as of June 30, 2015, the total fair market value of PUB's Collateral is approximately $14,745,673. PUB asserts that on a fair market basis, the Debtor does not have any equity in the Collateral as the amount of the Debtor's obligations to PUB exceed the fair market valuation of the Collateral securing the same. PUB tells the Court that after nearly two months in the wake of the most recent cash collateral order prohibiting the sale of the Debtor's inventory, PUB's adequate protection is faltering. PUB further tells the Court that there is still no plan of reorganization in prospect that does not require PUB providing a combination of excessive debt forgiveness and an exorbitant unquantified carve-out in a chapter 11 case that PUB did not initially agree to. PUB asserts that there is no viable reorganization in prospect and the Debtor no longer has any equity in PUB's collateral. PUB further asserts that it is entitled to immediate relief from the automatic stay. Committee's Objection The Official Committee of Unsecured Creditors contends that taken together with PUB's Limited Objection to the Sale Motion filed on Oct. 9, 2015, where PUB objects to the Sale Motion to the extent that sale proceeds of the Debtor's inventory are not immediately paid over to it for application to its claim, what is clear is that the cause for PUB seeking relief from the automatic stay is that it is no longer getting its way, i.e., the Debtor is no longer liquidating PUB's collateral and paying all of the proceeds over to PUB, the case is no longer being run overwhelmingly for the benefit of PUB. The Committee further contends that given that PUB for some two months benefited massively from what the Debtor was doing, at a time when other parties did not have notice of what the Debtor was doing, PUB should not now be able to essentially exit the case when it is no longer getting its way. Debtor's Objection Thorton & Co. objects to PUB's Motion for these reasons: (1) No cause exists to grant stay relief. The Debtor has set forth two potential business plans to emerge from chapter 11: (a) a going concern business plan that will enable it to resume operations and (b) a partial asset sale and joint venture to continue business with a new equity partner. Further, the Debtor has worked to protect PUB's secured position. As such, in the absence of a negotiated resolution, the Debtor will seek to surcharge the PUB's secured claim. (2) PUB is adequately protected. The Court has already found that PUB is adequately protected and PUB remains over secured. Further, as set forth in the Debtor's Budget and business plans, use of the inventory remaining is essential for the Debtor's rehabilitation. Specifically, the inventory will be used to assist in recapitalizing the Debtor or sold to a new company. Under both circumstances, the inventory will be needed to formulate a plan of reorganization. Accordingly, PUB is adequately protected, there is equity in the property and the Debtor's property is needed for reorganization. People's United Bank is represented by: Scott Rosen, Esq. COHN BIRNBAUM & SHEA P.C. 100 Pearl Street, 12th Floor Hartford, CT 06103 Telephone: (860)493-2200 Facsimile: (860)727-0361 E-mail: srosen@cbshealaw.com - and - James C. Fox, Esq. Brendan C. Recupero, Esq. RUBERTO, ISRAEL & WEINER, P.C. 255 State Street, 7th Floor Boston, MA 02109 Telephone: (617)742-4200 Facsimile: (617)742-2355 E-mail: jcf@riw.com bcr@riw.com The Official Committee of Unsecured Creditors is represented by: Eric Henzy, Esq. Jon P. Newton, Esq. Agnieszka Romanowska, Esq. REID AND RIEGE, P.C. One Financial Plaza Hartford, CT 06103 Telephone: (860)278-1150 Facsimile: (860)240-1002 E-mail: ehenzy@rrlawpc.com jnewton@rrlawpc.com aromanowska@rrlawpc.com Thorton & Co. is represented by: Jeffrey M. Sklarz, Esq. Nicholas W. Quesenberry, Esq. GREEN & SKLARZ LLC 700 State Street, Suite 100 New Haven, CT 06511 Telephone: (203)285-8545 Facsimile: (203)823-4546 E-mail: jsklarz@gs-lawfirm.com nquesenberry@gs-lawfirm.com About Thornton & Co. Thornton & Co., Inc. is an international distributor, trader and wholesaler of plastic resins, providing a full offering of polyethylene and polypropylene products. J. Paul Thornton, Jr. founded TCI in 1994. As of Aug. 1, 2015, TCI had 20 employees, consisting of 12 people at its Southington, Connecticut headquarters, and 8 sales representatives who work in various locations. Thornton & Co. sought Chapter 11 protection (Bankr. D. Conn. Case No. 15-21416) on Aug. 10, 2015, in Hartford, Connecticut. Judge Ann M. Nevins presides over the case. The Debtor estimated $10 million to $50 million in assets and debt. The Debtor has tapped Green & Sklarz LLC as counsel, and Gordian Group as financial advisor. TOMS SHOES: Moody’s Lowers CFR & Secured Term Loan Rating to B3 ----------------------------------------------------------------- Moody's Investors Service downgraded the ratings of TOMS Shoes, LLC, including the company's Corporate Family Rating ("CFR") to B3 from B2, Probability of Default Rating ("PDR") to B3-PD from B2-PD, and senior secured term loan rating to B3 from B2. The rating outlook is negative. The downgrade reflects the company's negative free cash flow generation and weakened credit protection metrics. Since the late 2014 leveraged buyout, TOMS has made progress in diversifying its product line outside the core alpargata shoe. However, EBITDA (including add-backs for items that Moody's considers non-recurring) is declining over the prior year as a result of higher spending to support and grow the business, channel mix shift, and foreign currency pressure. The negative outlook reflects the risk that TOMS may not be able to generate sufficient profitable growth to reduce leverage meaningfully and return to solidly positive free cash generation by the end of 2016. Moody's took the following rating actions on TOMS Shoes, LLC: -- Corporate Family Rating, downgraded to B3 from B2 -- Probability of Default Rating, downgraded to B3-PD from B2-PD -- $306.5 million senior secured term loan due 2020, downgraded to B3 from B2 -- Outlook is negative RATINGS RATIONALE The B3 CFR reflects TOMS' weak operating performance since the LBO, which resulted in debt/EBITDA increasing to the high-6 times range as of Q2 2015, compared with mid-4 times in Q2 2014 pro-forma for the LBO. These metrics exclude EBITDA items that Moody's considers non-recurring, and meaningfully differ from credit agreement measures. Moody's views TOMS' current leverage as appropriate for the B3 rating category considering the company's small scale, fashion risk inherent in the apparel category, and very limited revenue diversification compared to the majority of rated apparel peers, with about 60% of sales derived from the alpargata line based on year-to-date 2015 revenue results. However, earnings are deteriorating and a turnaround is necessary to alleviate downward leverage pressure. The rating is supported by the company's growth outside alpargata shoes and the ongoing appeal of its successful philanthropic-based "one-for-one" product giveaway commitment. Moody's expects the company to have adequate liquidity in the next 12-18 months, including modestly positive free cash flow generation and sufficient revolver availability to fund seasonal working capital needs. There are also no term loan financial maintenance covenants and Moody's does not expect unused availability to drop below the level that would trigger the revolver's 1.0 times minimum fixed charge coverage ratio covenant. The liquidity position creates important support for the B3 CFR by providing TOMS some flexibility to execute its plans to restore profitable growth. The ratings could be lowered if liquidity deteriorates for any reason, including continued negative free cash generation. In addition, the ratings could be pressured if it appears that TOMS' is unable to profitably diversify its revenue and/or its core product and philanthropic "one-for-one" shoe giveaway commitment is no longer resonating strongly with consumers. The ratings could be upgraded if TOMS achieves and sustains revenue and EBITDA growth for a prolonged period, while profitably diversifying its revenues. A higher rating would also require the ability and willingness to achieve and maintain stronger debt-protection metrics than similarly rated peers, including lease-adjusted debt/EBITDA below 4.0 times and EBITA/interest expense of over 2 times. TOMS Shoes, LLC is a designer, retailer, and wholesaler of primarily of footwear under the TOMS brand. TOMS' commitment to donating one free product for each one sold is a cornerstone of its business strategy. The company's products are sold globally in the wholesale channel and directly to consumers through ecommerce and TOMS retail stores. Revenue for the twelve months ended June 30, 2015 was about $392 million. The company was founded by Mr. Blake Mycoskie in 2006 and controlled by Bain Capital since Bain's acquisition of a 50% ownership stake in October 2014. TRANS-LUX CORP: Gabelli Funds Reports 24.2% Stake as of Nov. 2 -------------------------------------------------------------- In an amended Schedule 13D filed with the Securities and Exchange Commission, Gabelli Funds, LLC disclosed that as of Nov. 2, 2015, it beneficially owned 404,250 shares of common stock of Trans-Lux Corporation, representing 24.17 percent of the shares outstanding. A copy of the regulatory filing is available for free at: http://is.gd/pZ8b1T About Trans-Lux Corporation Norwalk, Conn.-based Trans-Lux Corporation (NYSE Amex: TLX) is a designer and manufacturer of digital signage display solutions for the financial, sports and entertainment, gaming and leasing markets. Trans-Lux Corporation incurred a net loss of $4.62 million on $24.4 million of total revenue for the year ended Dec. 31, 2014, compared with a net loss of $1.86 million on $20.9 million of total revenue for the year ended Dec. 31, 2013. As of June 30, 2015, the Company had $15 million in total assets, $18.3 million in total liabilities and a $3.2 million total stockholders' deficit. BDO USA, LLP, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that the Company has suffered recurring losses from operations and has a significant working capital deficiency that raise substantial doubt about its ability to continue as a going concern. Further, the auditors said, the Company is in default of the indenture agreements governing its outstanding 9-1/2% Subordinated debentures which were due in 2012 and its 8-1/4% Limited convertible senior subordinated notes which were due in 2012 so that the trustees or holders of 25% of the outstanding Debentures and Notes have the right to demand payment immediately. Additionally, the Company has a significant amount due to their pension plan over the next 12 months. TRIREME MEDICAL: Takes $20M Catheter IP Loss to Fed. Circuit ------------------------------------------------------------ Vin Gurrieri at Bankruptcy Law360 reported that TriReme Medical urged the Federal Circuit on Oct. 27, 2015, to consider whether it has to immediately pay a $20 million judgment to rival AngioScore over a heart catheter design, saying a California federal judge's decision not to halt the payout while the appeal proceeds could drive the company into bankruptcy. U.S. District Judge Yvonne Gonzalez Rogers had found after a bench trial in April that AngioScore Inc. board member Eitan Konstantino breached his fiduciary duties by developing a competing catheter for TriReme Medical LLC. As reported in the TCR on Oct. 23, 2015, Daniel Langhorne at BankruptcyData reported that TriReme Medical urged a California federal judge on Oct. 14, 2015, to stay the payout of a $20 million judgment and waive any bond while it appeals its loss in a fight with rival AngioScore over a heart catheter design, saying putting up the money would put it out of business. U.S. District Judge Yvonne Gonzalez Rogers found after a bench trial in April that AngioScore Inc. board member Elitan Konstantino breached his fiduciary duties by developing a competing catheter for TriReme Medical LLC. UNI-PIXEL INC: Announces Streamlining of Cost Structure ------------------------------------------------------- Applied Minerals, Inc., disclosed it has implemented a number of cost-saving initiatives that will serve to strengthen its operational model and enhance its liquidity position as it executes the next steps of its strategy to penetrate the application markets for both its DRAGONITE halloysite clay and AMIRON iron oxide products. In total, the Company expects these initiatives to reduce its annual fixed costs from approximately $9 million to under $6 million. The savings realized from these initiatives will be derived from efficiencies realized from all aspects of the business, both corporate and operational, putting the company in a stronger position to execute on its current business and pipeline opportunities. Additional liquidity is expected to be realized from the auction of the Company's non-operating real estate assets located in Shoshone County, ID. Operational Initiatives Cost savings related to the Company's operations are primarily due to the Company's completion of required exploration and development work at the Dragon Mine property. With the infrastructure of the mine now successfully complete and sufficient stockpiles of halloysite clay and iron oxide established, the Company has been able to strategically reduce the heavy exploration expenditures and associated headcount related to these activities. These efficiencies will be realized without disrupting the Company's ability to satisfy its current business and pipeline opportunities. As a result of the completed work, Applied Minerals anticipates providing an upgraded resource statement with increases to both the quality and quantity of our halloysite and iron oxide resources, in the near future. Corporate Initiatives Cost savings related to corporate expenses include, but are not limited to, the restructuring of the compensation of certain members of management team and Board of Directors, the internal adoption of certain outsourced professional services and the assumption of the role of Chief Financial Officer by Chris Carney. Management will continue to allocate significant resources to the Company's sales and marketing efforts. Sale of Legacy, Non-Core Assets The Company has engaged the J.P. King Auction Company, a leading US-based real estate auctioneer, to conduct an auction of approximately 1,000 acres of non-core real estate assets located in Shoshone County, ID. The auction is scheduled to be completed by January 2016 and the proceeds will further strengthen the Company's liquidity position. It should be stressed that this non-operating legacy asset has never been part of the Company’s halloysite and iron oxide business and in a legacy asset that has no operation. More information regarding the auction of this asset can be found at www.jpking.com. Statement from Management According to Andre Zeitoun, president and CEO of Applied Minerals, "We are pleased to announce that the Company will significantly lower its cost structure through both the planned completion of the Dragon Mine's underground development and the reduction of certain expenses at our corporate headquarters. These initiatives will significantly strengthen our liquidity position without, in any way, affecting the resources allocated to the Company's sales and marketing efforts. We're pursuing a number of very attractive commercial opportunities for our DRAGONITE and AMIRON products and these cost savings initiatives will better position us to convert the opportunities that lie before us. Our reduced cost structure, in conjunction with our recently announced $5.0 million iron oxide supply agreement, positions the Company in a strong financial position to continue the execution of its business with no current or future plan of raising additional equity capital to fund its operation. About Applied Minerals New York City-based Applied Minerals, Inc. (OTC BB: AMNL) is a leading global producer of halloysite clay used in the development of advanced polymer, catalytic, environmental remediation, and controlled release applications. The Company operates the Dragon Mine located in Juab County, Utah, the only commercial source of halloysite clay in the western hemisphere. Halloysite is an aluminosilicate clay that forms naturally occurring nanotubes. Applied Minerals reported a net loss of $10.3 million in 2014, a net loss of $13.06 million in 2013 and a net loss of $9.73 million in 2012. As of Dec. 31, 2014, the Company had $18.5 million in total assets, $26 million in total liabilities, and a $7.51 million total stockholders' deficit. UNI-PIXEL INC: Incurs $10 Million Net Loss in Third Quarter ----------------------------------------------------------- Uni-Pixel, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $10.02 million on $1.49 million of revenue for the three months ended Sept. 30, 2015, compared to a net loss of $5.61 million on $0 of revenue for the same period during the prior year. For the nine months ended Sept. 30, 2015, the Company recorded a net loss of $31.5 million on $2.86 million of revenue compared to a net loss of $17.9 million on $0 of revenue for the same period a year ago. As of Sept. 30, 2015, the Company had $26.0 million in total assets, $10.9 million in total liabilities and $15.04 million in total shareholders' equity. Jeffrey A. Hawthorne, president and chief executive officer of UniPixel, said, "The just completed quarter marks UniPixel's second quarter as a fully functional volume manufacturing and commercial sales company. Over the course of these two quarters we have taken significant strides in developing new products, refining our manufacturing capabilities, introducing our products to a broad cross-section of the PC manufacturing community in the U.S., and establishing a foothold in Asia to drive our business in international markets. Our products are now under review and evaluation at a number of Tier 1 PC manufacturers, compared to none last year at this time, and we continue to receive RFPs (requests for proposals) for our products. We have made excellent progress in establishing a competitive position within the touch screen segment in a relatively short period of time." Mr. Hawthorne continued, "The product development process at the leading device manufacturers can be long and intensive, and we continue to be effective and efficient in responding to customer requests. Our metal mesh touch screen technology is at the heart of a superior and differentiated product which we believe will command an important piece of the market in the coming years. In addition, our Diamond Guard technology will allow OEMs to replace cover glass in certain applications to produce devices that are lighter, thinner and more price competitive. While we will not be satisfied until we receive a steady flow of orders, we are pleased with the progress to this point and look forward to great improvements in the coming quarters and years." A full-text copy of the Form 10-Q is available for free at: http://is.gd/HFZAZM About Uni-Pixel Inc. The Woodlands, Tex.-based Uni-Pixel, Inc. (OTC BB: UNXL) -- http://www.unipixel.com/-- is a production stage company delivering its Clearly Superior(TM) Performance Engineered Films to the Lighting & Display, Solar and Flexible Electronics market segments. Uni-Pixel incurred a net loss of $25.7 million in 2014, a net loss of $15.2 million in 2013 and a net loss of $9.01 million in 2012. UNIVERSITY GENERAL: Has Until Jan. 25 to Propose Chapter 11 Plan ---------------------------------------------------------------- BankruptcyData reported that the Bankruptcy Court approved University General Health System's second motion to extend the exclusive period during which the Company can file a Chapter 11 plan and solicit acceptances thereof through and including Jan. 25, 2016, and March 23, 2016, respectively. The Debtors explained that since the previous order extending the exclusivity periods, they have made substantial progress toward a sale of substantially all of their hospital assets. On Oct. 15, 2015, the Court entered an order approving bid procedures and scheduling a hearing to approve a sale of the Debtors' assets on Nov. 9, 2015. Shortly thereafter, the Debtors intend to file a plan of liquidation that will address the distribution of the proceeds from the sale. About University General University General Health System, Inc., with headquarters in Houston, Texas, is a multi-specialty health care provider that delivers concierge physician- and patient-oriented services. UGHS and its consolidated subsidiaries operate, amongst others, a general acute care hospital, ambulatory surgical centers, hyperbaric wound care centers, diagnostic imaging centers, physical therapy centers, and senior living centers. UGHS owns the University General Hospital, a 72-bed, general acute care hospital in the heart of the Texas Medical Center in Houston, Texas. UGHS and its affiliated entities sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 15-31086) in Houston, Texas, on Feb. 27, 2015. The case is assigned to Judge Letitia Z. Paul. The Debtor-affiliates are UGHS Autimis Billing, Inc., UGHS Autimis Coding, Inc., UGHS ER Services, Inc., UGHS Hospitals, Inc., UGHS Management Services, Inc., UGHS Support Services, Inc., University General Hospital, LP, and University Hospital Systems, LLP. The Debtors have tapped John F Higgins, IV, Esq., Aaron James Power, Esq., and Joshua W. Wolfshohl, Esq., at Porter Hedges LLP, in Houston, Texas, as counsel. Upshot Services, LLC, is the claims and noticing agent. U.S. Trustee Judy A. Robbins formed a nine-member panel of unsecured creditors in the Chapter 11 cases of the Debtors. US RENAL CARE: Moody’s Rates $1.9BB First Lien Secured Loans 'B1' ------------------------------------------------------------------- Moody's Investors Services assigned a B1 rating to U.S. Renal Care, Inc.'s ("U.S. Renal") proposed $1.9 billion senior secured credit facilities, composed of a $150 million revolver and $1.75 billion first lien term loan. In addition, Moody's assigned a Caa1 rating to the company's $265 million second lien term loan. Concurrently, Moody's has confirmed U.S. Renal's B2 Corporate Family Rating and B2-PD Probability of Default Rating. The rating outlook is stable. This rating action concludes the ratings review on U.S. Renal initiated on August 25, 2015. Upon closing of the transaction, all ratings at Dialysis Newco, Inc. ("DSI Renal") will be withdrawn. On August 24, 2015, U.S. Renal entered into a definitive agreement to merge in an all-stock transaction with DSI Renal. Proceeds from the new senior secured credit facilities and 2nd lien term loan will be used to refinance outstanding borrowings at both U.S. Renal and DSI Renal. The following is a summary of Moody's rating actions: U.S. Renal Care, Inc. Ratings assigned: Revolver Credit Facility expiring in 2020 at B1 (LGD 3) Senior secured first lien term loan due 2022 at B1 (LGD 3) Senior secured second lien term loan due 2023 at Caa1 (LGD 6) Ratings confirmed: Corporate Family Rating at B2 Probability of Default Rating at B2-PD Senior secured revolving credit facility expiring in 2017 at Ba3( LGD 3) (ratings to be withdrawn) Senior secured first lien term loan due 2019 at Ba3 (LGD 3) (ratings to be withdrawn) Senior secured second lien term loan due 2020 at Caa1 (LGD 5) (ratings to be withdrawn) RATINGS RATIONALE U.S. Renal's B2 Corporate Family Rating reflects high financial leverage associated with an aggressive acquisition strategy and a shareholder friendly financial policy. Furthermore, the company's scale is relatively small compared to the two largest players in the sector and revenues remain highly concentrated in reimbursement from government based programs. The rating benefits from Moody's expectation of a stable industry profile, characterized by the increasing incidence of end stage renal disease and the medical necessity of the service provided. The stable outlook reflects our expectation that the company will continue to see organic growth and that operating results will be bolstered by both de novo development of new centers and tuck-in acquisitions. The outlook also reflects Moody's anticipation that the company will remain disciplined in its acquisition strategy with respect to leverage. Although an upgrade is unlikely in the near-term, the ratings could be upgraded should the company reduce and sustain adjusted debt/EBITDA below 5.0 times. Additionally, for Moody's to consider an upgrade, U.S. Renal would need to grow its revenue base. Moody's could downgrade the rating if the company fails to see the expected improvement in financial leverage, experiences disruptions in the integration of DSI Renal's operations or increases leverage for acquisitions or shareholder initiatives such that debt to EBITDA will be sustained above 6.0 times. U.S. Renal Care provides dialysis services to patients who suffer from chronic kidney failure. The company provides dialysis services through 201 outpatient facilities in 20 states and the Territory of Guam, along with acute dialysis services through contractual relationships with hospitals and dialysis centers to patients in their homes. Post DSI Renal acquisition, the combined company will operate 304 outpatient facilities in 33 states and the Territory of Guam. U.S. Renal is owned by private equity sponsors, Leonard Green & Partners, L.P., Frazier Healthcare, New Enterprise Associates, Cressey & Company, SV Life Sciences and management. VISION SOLUTIONS: Moody’s Lowers Corporate Family Rating to 'B3' ------------------------------------------------------------------ Moody's Investors Service downgraded Vision Solutions' corporate family rating ("CFR") to B3 and probability of default rating ("PDR") to B3-PD, from B2 and B2-PD, respectively. The first lien debt rating was affirmed at B1 and the rating on the second lien term loan was downgraded to Caa2 from Caa1. The ratings outlook remains negative. RATINGS RATIONALE The downgrade of the CFR to B3 reflects Vision's continued challenges with declining license sales, particularly from the former Double-Take business, as well as significant debt maturities in 2016 and 2017. Also, while the company has had some success in taking out costs to address revenue declines, EBITDA margins will likely remain under pressure. At July 31, 2015, leverage (Moody's adjusted) was approximately 5x which Moody's considers high given the continued revenue challenges. The high leverage is partially mitigated by the expectation that the company will continue to produce healthy levels of free cash flow (Moody's expects approximately $20 million of FCF over the next 12 months), which combined with required debt amortization and excess cash flow sweep requirements of the debt facilities, could drive de-leveraging to below 4.5x over the next year. Vision also benefits from a predictable maintenance revenue base and has a strong position as a provider of sophisticated high availability, recovery and related software for key IBM System i and Windows based server platforms. Nonetheless, given its acquisitive nature and history of debt financed dividends, leverage is likely to remain at elevated levels. Also, the risks related to refinancing their secured debt includes the potential for substantially higher interest costs and fees, resulting in lower FCF and leverage in the high 4x range over the next 12 months. The negative outlook reflects execution risks related to Vision's ongoing efforts to stem declining revenues and refinancing risks related to significant debt maturities in 2016 and 2017. Moody's anticipates revenues to decline slightly, EBITDA to be flat, and FCF to be flat (if existing debt is extended or refinanced under similar interest rate levels), over the next 12 months. The ratings outlook could be changed to stable if Moody's expects revenues to stabilize and Vision refinances its 2016 and 2017 debt maturities on a long term basis. Vision's ratings could be upgraded if the company shows sustained improvement in revenues and EBITDA, refinances its pending debt maturities on a long term basis, and leverage is expected to be sustained below 4.5x. The ratings could be downgraded if revenues or profitability continued to erode or the probability of default increases due to a failure to refinance the secured credit facilities. Moody's has taken the following actions: Issuer: Vision Solutions, Inc. Corporate Family Rating -- Downgrade to B3 from B2 Probability of Default -- Downgrade to B3-PD from B2-PD Senior Secured First Lien Term Loan Credit Facility due July 23, 2016 -- Affirmed at B1 (LGD3) Senior Secured Second Lien Term Loan Credit Facility due July 23, 2017 -- Downgraded to Caa2 (LGD5) from Caa1. Outlook -- Negative Vision Solutions, Inc., headquartered in Irvine, CA, is a provider of recovery and related software for IBM Power Systems and Windows based servers. Vision is majority owned and controlled by the private equity firm, Thoma Bravo. The company had sales of approximately $143 million for LTM July 31, 2015. WALTER ENERGY: Enters Into Asset Purchase Agreement with Sr. Lender ------------------------------------------------------------------- Walter Energy, Inc. on Nov. 5 disclosed that it has entered into an asset purchase agreement (the "APA") with a newly formed entity capitalized and owned by members of the Company's senior lender group, pursuant to which the new company will acquire substantially all of Walter Energy's Alabama assets. The APA contemplates, among other things, cash consideration of $5.4 million, a $1.25 billion credit bid of existing indebtedness and the assumption of certain liabilities. The agreement has been filed with the Bankruptcy Court for the Northern District of Alabama in connection with a proposed, court-supervised auction process under section 363 of the Bankruptcy Code. Accordingly, the APA is subject to higher or otherwise better offers, among other conditions. An asset sale was one of the possible means of achieving the restructuring sought by Walter Energy when it filed for chapter 11 protection in July. Electing this path now will allow the Company to continue moving forward expeditiously with its restructuring, and represents what the Company believes is the best path forward in a highly challenging industry environment. On July 15, 2015, Walter Energy and its U.S. subsidiaries filed for relief under chapter 11 of the U.S. Bankruptcy Code in the Bankruptcy Court for the Northern District of Alabama. Walter Energy's non-U.S. operations, including those in Canada and the U.K., are not included in the filings or in the APA. About Walter Energy Walter Energy -- http://www.walterenergy.com/-- is a publicly traded "pure-play" metallurgical coal producer for the global steel industry with strategic access to steel producers in Europe, Asia and South America. The Company also produces thermal coal, anthracite, metallurgical coke and coal bed methane gas. Walter Energy employs approximately 2,700 employees, with operations in the United States, Canada and the United Kingdom. For the year ended Dec. 31, 2014, the Company reported a net loss of $471 million following a net loss of $359 million in 2013. Walter Energy, Inc., and its affiliates sought Chapter 11 protection (Bankr. N.D. Ala. Lead Case No. 15-02741) in Birmingham, Alabama on July 15, 2015, after signing a restructuring support agreement with first-lien lenders. Walter Energy disclosed total assets of $5.2 billion and total debt of $5 billion as of March 31, 2015. The Debtors tapped Paul, Weiss, Rifkind, Wharton & Garrison as counsel; Bradley Arant Boult Cummings LLP, as co-counsel; Ogletree Deakins LLP, as labor and employment counsel; Maynard, Cooper & Gale, P.C., as special counsel; Blackstone Advisory Services, L.P., as investment banker; AlixPartners, LLP, as financial advisor, and Kurtzman Carson Consultants LLC, as claims and noticing agent. The Bankruptcy Administrator for the Northern District of Alabama appointed an Official Committee of Unsecured Creditors and an Official Committee of Retirees. The Creditors Committee tapped Morrison & Foerster LLP and Christian & Small LLP as attorneys. The Retiree Committee retained Adams & Reese LLP and Jenner & Block LLP as attorneys. The informal group of certain unaffiliated First Lien Lenders and First Lien Noteholders (the "Steering Committee") retained Akin, Gump, Strauss, Hauer and Feld LLP as legal advisor, and Lazard Freres & Co. LLC as financial advisor. WEST CORP: Reports Third Quarter 2015 Results --------------------------------------------- West Corporation reported net income of $49.5 million on $574 million of revenue for the three months ended Sept. 30, 2015, compared to net income of $16.1 million on $568 million of revenue for the same period during the prior year. For the nine months ended Sept. 30, 2015, the Company reported net income of $180 million on $1.71 billion of revenue compared to net income of $110 million on $1.65 billion of revenue for the same period last year. As of Sept. 30, 2015, the Company had $3.55 billion in total assets, $4.15 billion in total liabilities and a $596 million total stockholders' deficit. "The Company was once again able to modestly grow its revenue base, successfully overcoming some previously disclosed near-term headwinds," said Tom Barker, chairman and chief executive officer of West Corporation. "West generated double-digit growth in free cash flow during the quarter and continued to invest in future growth with the acquisitions of ClientTell and Magnetic North." "During the quarter, Gartner released its annual Unified Communications-as-a-Services (UCaaS) report and named West as one of three firms positioned in its Leader's Quadrant. Gartner evaluates providers based on the completeness of their vision and their ability to execute. We are proud to be named a Leader by Gartner for the fourth consecutive year and appreciative of the recognition of our industry-leading solutions," Barker continued. At Sept. 30, 2015, West Corporation had cash and cash equivalents totaling $182.5 million and working capital of $(6.6) million. Working capital was negatively impacted by the Company's Senior Secured Term Loan Facility balance of $250 million becoming current during the third quarter of 2015. The facility is due in July 2016. A full-text copy of the press release is available for free at: http://is.gd/ayYIUO About West Corporation Omaha, Neb.-based West Corporation is a global provider of communication and network infrastructure solutions. West helps manage or support essential enterprise communications with services that include conferencing and collaboration, public safety services, IP communications, interactive services such as automated notifications, large-scale agent services and telecom services. West Corp reported net income of $158 million in 2014 following net income of $143 million in 2013. Bankruptcy Warning The Company is required to comply on a quarterly basis with a maximum total leverage ratio covenant and a minimum interest coverage ratio covenant under its senior secured credit facilities and senior secured revolving credit facility. "Our failure to comply with these debt covenants may result in an event of default which, if not cured or waived, could accelerate the maturity of our indebtedness. If our indebtedness is accelerated, we may not have sufficient cash resources to satisfy our debt obligations and we may not be able to continue our operations as planned. If our cash flows and capital resources are insufficient to fund our debt service obligations and keep us in compliance with the covenants under our Amended Credit Agreement or to fund our other liquidity needs, we may be forced to reduce or delay capital expenditures, sell assets or operations, seek additional capital or restructure or refinance our indebtedness including the notes. We cannot ensure that we would be able to take any of these actions, that these actions would be successful and would permit us to meet our scheduled debt service obligations or that these actions would be permitted under the terms of our existing or future debt agreements, including our Senior Secured Credit Facilities and the indenture that governs the notes. The Amended Credit Agreement and the indenture that governs the notes restrict our ability to dispose of assets and use the proceeds from the disposition. As a result, we may not be able to consummate those dispositions or use the proceeds to meet our debt service or other obligations, and any proceeds that are available may not be adequate to meet any debt service or other obligations then due. If we cannot make scheduled payments on our debt, we will be in default, and as a result: * our debt holders could declare all outstanding principal and interest to be due and payable; * the lenders under our Senior Secured Credit Facilities could terminate their commitments to lend us money and foreclose against the assets securing our borrowings; and * we could be forced into bankruptcy or liquidation," the Company said in its quarterly report for the period ended June 30, 2015. * * * As reported by the TCR on June 21, 2013, Standard & Poor's Ratings Services raised its corporate credit rating on West Corp. to 'BB-' from 'B+'. The upgrade reflects Standard & Poor's view that lower debt leverage and a less aggressive financial policy will strengthen the company's financial profile. In the April 4, 2013, edition of the TCR, Moody's Investor Service upgraded West Corporation's Corporate Family Rating to 'B1' from 'B2'. "The CFR upgrade to B1 reflects West's shift to a more conservative capital structure and financial policies as a publicly owned company," stated Moody's analyst Suzanne Wingo. YELLOW CAB: Can Continue Paying Key Partner in Chapter 11 --------------------------------------------------------- Jessica Corso at Bankruptcy Law360 reported that a Yellow Cab subsidiary that slid into Chapter 11 following an accident that severely injured a real estate attorney can continue making monthly payments to the company that keeps its day-to-day operations running, an Illinois federal judge said on Oct. 28, 2015, overruling objections by a creditor's committee. The unsecured creditors committee said it had always been the practice of Yellow Cab Affiliation Inc. to pay Taxi Affiliation Services LLC on a yearly basis so that TAS could fund the accounting and back-office operations of the debtor. About Yellow Cab Affiliation Chicago, Illinois-based Yellow Cab Affiliation, Inc., filed for Chapter 11 protection (Bankr. N.D. Ill. Case No. 15-09539) on March 18, 2015. The petition was signed by Michael Levine, president. Bankruptcy Judge Hon. Carol A. Doyle presides over the case. Matthew T. Gensburg, Esq., and Martin S Kedziora, Esq., at Greenberg Traurig, LLP, and Bruce Zirinksky represent the Debtor in its restructuring effort. The Debtor estimated assets at $1 million to $10 million and debt of $10 million to $50 million. [*] Energy Company Distress on the Rise --------------------------------------- Deirdre Fretz, a Bloomberg Brief editor, reported that that so far this year, 18 U.S. energy companies with liabilities of $100 million or more have filed for Chapter 11 bankruptcy protection. According to the report, credit rating downgrades suggest that more distress is coming. Moody's has made 204 downward revisions to its credit ratings of energy companies so far this year, up from 74 in 2014, the report related. [*] Oilfield Bankruptcies to Drive Defaults to 4-Year High ---------------------------------------------------------- David Wethe, writing for Bloomberg News, reported that bankruptcies from oil and gas companies including Samson Resources and Hercules Offshore Inc. are the biggest driver behind the rise in the U.S. corporate default rate to its highest in four years. According to Bloomberg, citing an Oct. 30 report by Moody's Investors Service, the industry, including producers and their service providers, contributed five of the 12 defaults in the U.S. during the third quarter. The U.S. default rate is expect to climb to a four-year-high of 3.8 percent in October 2016, Bloomberg said, citing Moody's. The defaults have been part of the fallout of a market crash that's cut oil prices in half since their peak in June 2014, the Bloomberg report noted. [*] Senior Facilities Among Distressed Businesses ------------------------------------------------- Aleksandrs Rozens and Carolina Wilson, writing for Bloomberg Brief - Distress & Bankruptcy, reported that about 70 percent of distressed health-care businesses tracked by the Polsinelli/TrBK Healthcare Services Distress Research Index in the third quarter had assets of $1 million to $10 million. These included senior living facilities, clinics and surgery centers, said Bobby Guy, shareholder at Polsinelli, the Bloomberg report related. [*] Strong Auto Sales Continue But Industry Risks Remain, Fitch Say ------------------------------------------------------------------- Auto sales continue to be strong in the U.S., but numerous industry risks pose ongoing challenges, according to Fitch Ratings. Weak market conditions in a number of regions outside the U.S., labor contract negotiations in the U.S., fallout from the Volkswagen AG (VW) emissions scandal, and threats from new business models are all pressuring the sector despite a relatively strong demand environment in the U.S. After a weaker-than-expected first quarter, light vehicle sales exceeded Fitch's expectations through the second and third quarters. As a result, Fitch is raising its full-year U.S. light vehicle sales forecast to 17.2 million, which assumes that the seasonally adjusted annual rate of sales moderates a bit in latter part of the fourth quarter. Against this strong U.S. market backdrop, the United Auto Workers and FCA US LLC (FCA US) reached agreement on a new four-year labor agreement in October 2015 that begins the process of closing the gap between Tier 1 and Tier 2 wages, which has been an important contributor to lower costs in the U.S. Workers are currently voting on a similar agreement reached between the union and General Motors Company (GM) that also closes the Tier 1-Tier 2 gap. Negotiations with Ford Motor Company (Ford) will resume once the agreement with GM has been ratified. Outside the U.S., Fitch has concerns that an accelerated industry shift away from diesel in Europe as a result of the VW emissions scandal could be negative for certain U.S. suppliers, particularly if it is offset by increased vehicle electrification. However, a shift to electrification could also drive opportunities for certain suppliers of electrical architecture products. A move away from diesel could also lead to more consolidation among suppliers as companies with significant diesel exposure try to acquire technologies that might become increasingly relevant with more electrification. Longer term, a number of new entrants are looking to disrupt the traditional auto business, from established technology companies to electric car manufacturers and ride sharing services. Although these new entrants have not yet had a discernable effect on traditional automakers' sales, the incumbents nevertheless see them as a potential competitive threat, and their influence is already being seen in several automakers' strategic plans around the future of mobility. [*] Wells Fargo Reaches Settlement Over Ch.13 PcNs, Escrow Analyses ------------------------------------------------------------------- Wells Fargo & Company has reached an agreement with the Executive Office of the United States Trustee Program regarding Payment Change Notices (PCNs) for the bankruptcy court and escrow analyses for customers in Chapter 13 bankruptcy between December 2011 and March 2015. "We believe we have made the necessary investments and improvements in our systems and processes to ensure that payment change notices for the bankruptcy court and escrow analyses for customers in bankruptcy areproperlyprepared and delivered in a timely fashion," stated Michael DeVito, executive vice president for Wells Fargo Home Mortgage. "We will work with the U.S. Trustee's office and an independent reviewer to demonstrate the effectiveness of our improvements and to provide payments to customers, as required." The settlement, which resolves disagreements regarding the filing of PCNs and the preparation of annual escrow analyses, includes a total of $81.6 million in payments to customers. The Company has previously reserved for the amount of the settlement. About Wells Fargo Wells Fargo & Company is a nationwide, diversified, community-based financial services company with $1.8 trillion in assets. Founded in 1852 and headquartered in San Francisco, Wells Fargo provides banking, insurance, investments, mortgage, and consumer and commercial finance through 8,700 locations, 12,800 ATMs, the internet (wellsfargo.com) and mobile banking, and has offices in 36 countries to support customers who conduct business in the global economy. With approximately 265,000 team members, Wells Fargo serves one in three households in the United States. Wells Fargo & Company was ranked No. 30 on Fortune's 2015 rankings of America's largest corporations. [] Ch. 15 Caseload Eclipses 2014 Full-Year Pace ----------------------------------------------- Aleksandrs Rozens, writing for Bloomberg Brief - Distress & Bankruptcy, reported that as of Oct. 29, 31 foreign companies have filed Chapter 15 bankruptcy petitions, exceeding the same period a year ago, when there were 25 cases. According to the report, the number of cases filed to date also exceeds the full-year pace of 2014, when there were 30 Chapter 15 petitions. Twenty-six percent of the 31 Chapter 15 petitions filed as of Oct. 29 this year are Canadian businesses, including Cash Store, a pay day lender brought into bankruptcy by regulatory issues and class actions, the report related. [^] BOOK REVIEW: Oil Business in Latin America: The Early Years --------------------------------------------------------------- Author: John D. Wirth Ed. Publisher: Beard Books Softcover: 282 pages List price: $34.95 Review by Gail Owens Hoelscher Buy a copy for yourself and one for a colleague on-line at http://is.gd/DvFouR This book grew out of a 1981 meeting of the American Historical Society. It highlights the origin and evolution of the state- owned petroleum companies in Argentina, Mexico, Brazil, and Venezuela. Argentina was the first country ever to nationalize its petroleum industry, and soon it was the norm worldwide, with the notable exception of the United States. John Wirth calls this phenomenon "perhaps in our century the oldest and most celebrated of confrontations between powerful private entities and the state." The book consists of five case studies and a conclusion, as follows: * Jersey Standard and the Politics of Latin American Oil Production, 1911-30 (Jonathan C. Brown) * YPF: The Formative Years of Latin America's Pioneer State Oil Company, 1922-39 (Carl E. Solberg) * Setting the Brazilian Agenda, 1936-39 (John Wirth) * Pemex: The Trajectory of National Oil Policy (Esperanza Duran) * The Politics of Energy in Venezuela (Edwin Lieuwen) * The State Companies: A Public Policy Perspective (Alfred H. Saulniers) The authors assess the conditions at the time they were writing, and relate them back to the critical formative years for each of the companies under review. They also examine the four interconnecting roles of a state-run oil industry and distinguish them from those of a private company. First, is the entrepreneurial role of control, management, and exploitation of a nation's oil resources. Second, is production for the private industrial sector at attractive prices. Third, is the integration of plans for military, financial, and development programs into the overall industrial policy planning process. Finally, in some countries is the promotion of social development by subsidizing energy for consumers and by promoting the government's ideas of social and labor policy and labor relations. The author's approach is "conceptual and policy oriented rather than narrative," but they provide a fascinating look at the politics and development of the region. Mr. Brown provides a concise history of the early years of the Standard Oil group and the effects of its 1911 dissolution on its Latin American operations, as well as power struggles with competitors and governments that eventually nationalized most of its activities. Mr. Solberg covers the many years of internal conflict over oil policy in Argentina and YPF's lack of monopoly control over all sectors of the oil industry. Mr. Wirth describes the politics and individuals behind the privatization of Brazil's oil industry leading to the creation of Petrobras in 1953. Mr. Duran notes the wrangling between provinces and central government in the evolution of Pemex, and in other Latin American countries. Mr. Lieuwin discusses the mixed blessing that oil has proven for Venezuela., creating a lopsided economy dependent on the ups and downs of international markets. Mr. Saunders concludes that many of the then-current problems of the state oil companies were rooted in their early and checkered histories." Indeed, he says, "the problems of the past have endured not because the public petroleum companies behaved like the public enterprises they are; they have endured because governments, as public owners, have abdicated their responsibilities to the companies." Jonh D. Wirth is Gildred Professor of Latin American Studies at Standford University. ********* 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 ***