/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/151203.mbx T R O U B L E D C O M P A N Y R E P O R T E R Thursday, December 3, 2015, Vol. 19, No. 337 Headlines 1001 PRINCESS: Voluntary Chapter 11 Case Summary 33 PECK: Two Manhattan Hotel Properties Up for Sale ALBERTSONS COMPANIES: Moody's Assigns B1 CFR, Outlook Stable ALBERTSONS COMPANIES: S&P Assigns Prelim. 'B+' CCR, Outlook Pos. ASSET ACQUISITION: Case Summary & 3 Largest Unsecured Creditors ATLANTIC & PACIFIC: Brixmor to Acquire Nesconset Store for $525K ATLANTIC & PACIFIC: Judge Okays Sale of Belleville Store to BX&M ATLANTIC & PACIFIC: Nicholas Markets to Acquire Pascack Store ATLANTIC & PACIFIC: Shanghai, 2 Others Buying Assets for $5.3-Mil. B&L EQUIPMENT: Files Schedules of Assets and Liabilities BG MEDICINE: Amends License & Distribution Agreement with Abbott BON-TON STORES: S&P Lowers CCR to 'CCC+', Outlook Negative BROADWAY FINANCIAL: OCC Rescinds Bank Consent Order BROOKE CORP: SpiritBank Held Liable for $2M to Trustee BUILDING MATERIALS: S&P Raises CCR to 'B+' After Merger Close CAESARS ENTERTAINMENT: Objects to Claimholders' Litigation Push CCH JOHN EAGAN: Case Summary & 20 Largest Unsecured Creditors CENTRAL ENERGY: Sells Assets of Regional; To be Dissolved CIT GROUP: Fitch Affirms 'BB+/B' Issuer Default Ratings CLOUDBREAK ENTERTAINMENT: Case Summary & 13 Top Unsec Creditors CLUBCORP CLUB: Moody's Affirms B1 CFR & Rates Upsized Revolver Ba1 CLUBCORP CLUB: S&P Affirms 'B+' CCR, Outlook Stable COCO BEACH: Can Sell Golf & Country Club to OHG for $2.2-Mil. COCO BEACH: OHorizons Buys PR Golf Club for $2.2M COCO BEACH: Seeks to Consign $2.2MM in Estate Funds to Court CTI BIOPHARMA: Has Est. Net Financial Standing of $25M at Oct. 31 DALLAS PROTON: Creditors' Committee Taps Pronske Goolsby as Counsel DALLAS PROTON: Parties Balk at Gardere Employment DENISSE MARTINEZ: Bid for Leave to File Interlocutory Appeal Denied E. H. MITCHELL: Court Confirms Third Amended Plan EASTMOND & SONS: Case Summary & 20 Largest Unsecured Creditors EASTMOND & SONS: Files for Chapter 11 to Avoid Foreclosure EASTMOND & SONS: Seeks Joint Administration of Cases EASTMOND & SONS: Wants to Use Secured Parties' Cash Collateral EDELMAN FINANCIAL: Moody's Assigns B1 CFR, Outlook Stable EDELMAN FINANCIAL: S&P Assigns 'B+' ICR, Outlook Stable EDUCATION REALTY: S&P Raises Corp. Credit Rating From BB+ EHC LLC: Case Summary & 16 Largest Unsecured Creditors ELBIT IMAGING: Korean MFDS OKs Exablate Neuro System Treatment ELBIT IMAGING: Reports Third Quarter Results for 2015 EMERALD ISLE: Files Schedules of Assets and Liabilities EMPRESAS PLAYA: Case Summary & 16 Largest Unsecured Creditors ENERGY FUTURE: Judge Approves Major Peace Deals in Plan Fight ESSIE JAMES: Bid to Dismiss TILA Claim Granted EXPEDIA INC: Moody's Assigns Ba1 Rating on New Sr. Unsecured Notes FOREST PARK MEDICAL: Dallas, Fort Worth Hospitals in Ch 11 Bankr. FRESH PRODUCE: Taps Hein & Associates to Prepare Tax Returns FUWEI FILMS: Receives Nasdaq Listing Non-Compliance Notice GARLOCK SEALING: Files More Omnibus Objections to Asbestos Claims GCC-CHASE LLC: Case Summary & 18 Largest Unsecured Creditors GCC-COURTYARD: Case Summary & 15 Largest Unsecured Creditors GCC-LANDINGS: Case Summary & 20 Largest Unsecured Creditors GCC-SHARONRIDGE: Case Summary & 20 Largest Unsecured Creditors GO YE VILLAGE: Files Schedules of Assets and Liabilities GO YE VILLAGE: Hires Doerner Saunders as Counsel GO YE VILLAGE: Restricting Access to Employee Information GREENSBORO LLC: Case Summary & 20 Largest Unsecured Creditors GRM BAY WASH: Case Summary & 20 Largest Unsecured Creditors HMK MATTRESS: Moody's Puts 'B3' CFR Under Review for Upgrade HUNTER HOSPITALITY: Case Summary & 20 Largest Unsecured Creditors IMH FINANCIAL: Maturity of SRE Loan Extended to Jan. 2016 INTEGRATED BIOPHARMA: Shareholders Elect 3 Directors ISOLA USA: S&P Withdraws 'CCC+' Corporate Credit Rating KINDER MORGAN: Moody's Affirms 'Ba2' Preferred Stock Rating KRATON PERFORMANCE: Moody's Cuts CFR to B1 on Arizona Chemical Deal KRATON PERFORMANCE: S&P Lowers CCR to 'B', Outlook Stable LEHMAN BROTHERS: Counsel Says NY Court Can Hear $17M Claim vs. ANZ LOCATION BASED: Eliminates Part-Time CFO Position LYONDELL CHEMICAL: Shareholders Bids to Junk Claims Partially OK'd MATTRESS FIRM: S&P Puts 'B+' CCR on CreditWatch Negative MATTRESS HOLDING: Moody's Affirms B1 CFR on Sleepy's Announcement MCCLATCHY COMPANY: Moody's Affirms Caa1 CFR, Outlook Stable MEDNAX INC: Moody's Assigns Ba2 CFR, Outlook Stable MMM HOLDINGS: S&P Raises CCR & Sec. Debt Rating to 'B-' MOLYCORP INC: May Have to Sell Assets to Repay Debt MORTGAGE FUND '08: Montgomery Wins Summary Judgment Bid NATIVE WHOLESALE: Court Affirms June 29 Judgment Order NAVIOS SOUTH AMERICAN: S&P Lowers Corporate Credit Rating to 'B' NEWLEAD HOLDINGS: Annual General Meeting Set for Dec. 23 NGL ENERGY: Moody's Assigns B2 Rating on New $300MM Unsecured Notes NUANCE COMMUNICATIONS: Proposed Notes No Impact on Moody's Ba3 CFR PACIFIC COAL: Fails to File Interim Financial Statements PALISADES PARK: Voluntary Chapter 11 Case Summary PANGEA MERGER: Moody's Affirms B2 CFR, Outlook Stable PHOSCAN CHEMICAL: TSX Delisting Review Period Extended PROQUEST LLC: S&P Revises Outlook to Negative & Affirms 'B' CCR PUERTO RICO: COFINA Senior Creditors Comment on "Superbond" QUIKSILVER INC: Court Approves Deloitte as Tax Advisor QUIKSILVER INC: ICR LLC Okayed as Communications Consultants RCS CAPITAL: Moody's Lowers CFR to Caa1, Outlook Negative REALOGY HOLDINGS: Redeems $196 Million Senior Notes Due 2020 REGENCY PARK: Case Summary & 9 Largest Unsecured Creditors RELATIVITY MEDIA: Disclosure Statement Hearing on Dec. 16 RESIDENTIAL CAPITAL: Loses Bid to Enforce Plan Injunction RESTAURANTS ACQUISITION: Case Summary & 20 Top Unsecured Creditors SAN JUAN OIL: Case Summary & 12 Largest Unsecured Creditors SERVICEMASTER PROFESSIONAL: Case Summary & 20 Unsecured Creditors SIGNAL INTERNATIONAL: Court Approves Sale of Assets to TRSA SILICON GENESIS: Hires ipCapital Group as Expert Witness SKYGREECE AIRLINES: Files for Bankruptcy; Creditors Meeting Dec. 8 SOUTHGOBI RESOURCES: Meets TSX Continued Listing Requirements SUTOR TECHNOLOGY: Receives Nasdaq Listing Non-Compliance Notice TECTUM HOLDINGS: Moody's Withdraws 'B1' CFR on Postponed IPO TIERPOINT LLC: Incremental Debt No Impact on Moody's 'B3' CFR U.S. STEEL: Moody's Lowers Corp. Family Rating to B1, Outlook Neg UNI-PIXEL INC: Closes Public Offering of Common Stock & Warrants VICTORIAN ORDER: Ontario SC Selects CBTL as Monitor VICTORY MEDICAL: Court Approves Patrick Magill as CRO VICTORY MEDICAL: Hires Patrick Shields as Tax Accountant VICTORY MEDICAL: Hires Sullins & Johnston as Special Counsel [*] Boeing Found to Breach Deposition Rules in AF Contract Row [^] Recent Small-Dollar & Individual Chapter 11 Filings ********* 1001 PRINCESS: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: 1001 Princess Holdings, LLC 2269 Chestnut Street, Suite 224 San Francisco, CA 94123-2000 Case No.: 15-20472 Nature of Business: Single Asset Real Estate Chapter 11 Petition Date: December 1, 2015 Court: United States Bankruptcy Court Southern District of Texas (Corpus Christi) Judge: Hon. David R Jones Debtor's Counsel: Nathaniel Peter Holzer, Esq. JORDAN HYDEN WOMBLE CULBRETH & HOLZER PC 500 N Shoreline Dr, Ste 900 Corpus Christi, TX 78401 Tel: 361-884-5678 Fax: 361-888-5555 Email: pholzer@jhwclaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $500,000 to $1 million The petition was signed by Gen Shibayama, manager. The Debtor did not include a list of its largest unsecured creditors when it filed the petition. 33 PECK: Two Manhattan Hotel Properties Up for Sale --------------------------------------------------- The purchasers of two of the four Manhattan hotel properties that filed Chapter 11 petitions on Sept. 3, 2015, under the auspices of Gemini Real Estate Advisors were decided on Dec. 1 in the U.S. Bankruptcy Court in the Southern District of New York. The Howard Hughes Corporation (HCH) came in with an upset bid of $38.3 million, eclipsing the original stalking horse purchase price for the Seaport Best Western. The Jade Greenwich Village, located at 57 West 13th St., will be sold to the original stalking horse bidder Bridgeton Acquisitions, LLC, for $78 million, as Bridgeton was not outbid by the court imposed deadline of Nov. 24. "Our goal throughout the Chapter 11 process has been to sell all four Manhattan properties for the highest and best terms without any further delays," said Dante Massaro, president and CEO of Gemini Real Estate Advisors. "[Tues]day's proceedings locked in sales prices at the top of the market and bring us closer to returning maximum profits to our investors, who have remained patient throughout this litigation process." The auction of the third property -- the Wyndham Garden Flatiron District at 37 West 24th St. -- is scheduled for Dec. 15 in the U.S. Bankruptcy Court in the Southern District of New York. There will only be an auction if an upset bid is received. The final property involved in the Chapter 11 petition, the Bryant Park Development Site located at 36 West 38th St., is currently being marketed and is expected to sell in early 2016. Parties interested in bidding on the Wyndham Garden Flatiron District or Bryant Park Development Site properties should contact Douglas Herscher at RobertDouglas in New York at (212) 993-7424 for more information. About 33 Peck Slip Owners of four New York City hotel properties, namely 33 Peck Slip Acquisition LLC, Gemini 37 West 24th Street MT, LLC, 36 West 38th Street LLC and 52 West 13th P, LLC, have sought Chapter 11 bankruptcy protection, intending to auction off their assets in connection with a Chapter 11 plan. The Debtors are affiliated with Gemini Real Estate Advisors. As of the bankruptcy filing, the Debtors owned: * the Best Western Seaport Hotel, at 33 Peck Slip in the South Street Seaport Historic District on the Lower Manhattan waterfront in New York City, New York; * the Wyndham Flatiron Hotel, at 37 West 24th Street in the Flatiron district of New York City, New York; * the Jade Greenwich Village Hotel at 52 West 13th Street in Greenwich Village in Lower Manhattan in New York City, New York; and * the Bryant Park Development Site, a development lot that is approved for development as a 114-room boutique hotel at 34-36 West 38th Street in the Bryant Park district of New York City, New York. 33 Peck Slip Acquisition LLC, et al., sought Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case Nos. 15-12479 to 15-12482) on Sept. 3, 2015. The Debtors reported total assets of $205.8 million and total liabilities of $135.6 million. The Debtors tapped Robins Kaplan LLP as attorneys; and Robert Douglas as real estate advisor. ALBERTSONS COMPANIES: Moody's Assigns B1 CFR, Outlook Stable ------------------------------------------------------------ Moody's Investors Service assigned a Corporate Family Rating of B1 and a Probability of Default Rating of B1-PD to Albertsons Companies, LLC the newly formed parent of Safeway Inc., Albertson's LLC and New Albertsons Inc. The rating outlook is stable. Moody's also assigned a Ba3 rating to the Albertson's Holdings LLC's proposed new incremental senior secured $1,145 million term loan maturing 2022. Additionally, Moody's affirmed the ratings and ratings outlook for Albertson's Holdings LLC (B1 stable) and New Albertson's Inc. ("NAI", B2 stable). At closing of the proposed transaction, Albertson's Holdings LLC will merge with and into ACL. The proceeds of the proposed new $1,145 million Term Loan and the proposed new $4,000 million ABL revolving credit facility (not rated) will be used to repay the existing NAI Term Loan, the existing ABL commitments at Albertson's Holdings LLC and NAI and for general corporate purposes. Both, Albertson's Holdings LLC and NAI Holdings LLC (the current parent of NAI) will be consolidated into ACL. All ratings are subject to the completion of the proposed transaction and satisfactory review of documentation. These ratings are assigned: Albertsons Companies, LLC Corporate Family Rating at B1 Probability of Default Rating at B1-PD Albertson's Holdings LLC Proposed new $1,145 million senior secured term loan maturing 2022 at Ba3 (LGD2) These ratings are affirmed and will be withdrawn upon closing: Albertson's Holdings LLC Corporate Family Rating at B1 Probability of Default Rating at B1-PD New Albertson's Inc. Corporate Family Rating at B2 Probability of Default Rating at B2-PD $1,150 million senior secured term loan maturing 2021 at Ba3 (LGD2) These ratings are affirmed and LGD assessment updated: Albertson's Holdings LLC $1,441 million senior secured term loan maturing 2019 at Ba3 (LGD2) $950 million senior secured term loan maturing 2019 at Ba3 (LGD2) $3,609 million senior secured term loan maturing 2021 at Ba3 (LGD2) $300 million senior secured term loan maturing 2021 at Ba3 (LGD2) $610 million second lien notes maturing 2022 at B2 (LGD4) $449 million Safeway Inc. legacy notes maturing 2016, 2017,2019 at B2 (LGD4) $997 million Safeway Inc. legacy notes maturing 2020, 2021, 2027 and 2031 at B2 (LGD4) RATINGS RATIONALE "The consolidated company's proforma credit metrics remain weak with debt to EBITDA at about 7.5 times at the end of fiscal 2015. However, we expect operating performance to continue to improve, resulting in improved credit metrics with debt to EBITDA expected to be approach 6.5 times in the next 12-18 months", Moody's Vice President and Senior Analyst Mickey Chadha stated. "Although the integration of the Safeway acquisition is still in its early stages with significant execution and integration challenges ahead, the new combined company will be the second largest supermarket chain in the U.S. with a large scale and significant opportunities to create synergies and supply chain efficiencies that could further enhance profitability and top line growth", Chadha further added. The B1 Corporate Family Rating of Albertsons Companies, LLC reflects the company's very good liquidity, its sizable scale and its well established regional brands. Safeway has a good store base with over ninety percent of its stores converted to the Lifestyle format with modest capital expenditures required for their maintenance. The store base of New Albertson's Inc. ("NAI") consists of stores acquired from Supervalu in 2013 with prolonged underperformance under previous ownership and 124 Safeway stores in Baltimore and Washington DC (Safeway Eastern Division). NAI also acquired 71 A&P stores in fourth quarter of fiscal 2015. Management has vast experience in the food retailing space and has demonstrated its ability to turnaround underperforming assets and the ratings reflect Moody's expectation that operating performance of all banners will continue to improve as price investments lead to increased traffic and volume. The initiatives undertaken by management have already proven successful in stabilizing and improving the operating performance of the company's stores. In 2014, identical store sales grew 9.1% for New Albertson's stores, swinging from a decline of 4.8% in 2012, while same-store growth for Safeway stores improved to 3% in 2014 from 1% growth in 2012. These trends continued into the second quarter of fiscal 2015 with identical store sales for New Albertson's stores and for Safeway stores at 5.2%. Operating efficiencies and strategic initiatives to minimize costs are also expected to reduce expenses and improve cash flow generation and enhance profitability with the company using excess free cash flow to pay down debt. Integration and execution challenges related to the Safeway acquisition, coupled with a high debt burden and risk associated with ownership by a financial sponsor, remain major risks for the company. The company's stable rating outlook incorporates Moody's expectation that identical store sales will continue to be positive and EBIT margins will continue to improve and the company's credit metrics will improve through increased EBITDA generation and debt prepayments. Ratings could be upgraded if debt/EBITDA approaches 5.0 times, EBIT/interest is sustained above 1.75 times, financial policies remain benign and liquidity remains very good. Ratings could be downgraded if debt/EBITDA is sustained above 6.25 times or EBIT/interest is sustained below 1.5 times. Ratings could also be downgraded if financial policies become aggressive or if liquidity deteriorates or if the integration of the acquired Safeway stores does not result in expected synergies and improvement in overall profitability of the combined company. The principal methodology used in these ratings was Retail Industry published in October 2015. Albertsons Companies, Inc. is owned by a consortium led by Cerberus Capital Management and the parent of Safeway Inc., Albertson's LLC and New Albertsons Inc. The combined company operates 2,276 grocery stores in 33 States under 18 banners including Safeway, Albertsons, Vons Jewel Osco, Shaw's, United Supermarkets, Acme, Star, Carrs, Randalls, Pavilions, Market Street, Tom Thumb, and Amigos Proforma revenues of the combined company will be about $58 billion. ALBERTSONS COMPANIES: S&P Assigns Prelim. 'B+' CCR, Outlook Pos. ---------------------------------------------------------------- Standard & Poor's Ratings Services assigned a preliminary 'B+' corporate credit rating to the Boise, Idaho-based Albertsons Companies LLC, which will become the new parent of Albertson's LLC, Safeway Inc., and NAI. The outlook is positive. At the same time, S&P assigned preliminary 'BB' issue-level rating and preliminary '1' recovery ratings to the incremental $1.145 billion tranche B-5 term loan. The existing ratings on NAI and Albertson's Holdings LLC and their debt remain on CreditWatch positive because of performance progress, revised recovery assumptions, and changes in capital structure. S&P expects to finalize the preliminary ratings, and resolve the CreditWatch placement, aligning the corporate credit ratings and raising various existing issue-level ratings if ACL completes its proposed debt issuance. "The rating on ACL reflects the substantial amount of leverage from the 2014 Safeway purchase, but also its strong market position as a combined entity and significant potential for cost synergies. ACL has cited market conditions for delaying an IPO. We believe an IPO and possibly further refinancings are still possibilities over the next year but timing and likelihood remain unclear," said credit analyst Robert Schulz. "We understand the formation of ACL, proposed debt issuance and merger of certain units into ACL is being done to simplify the capital structure and financial reporting in advance of a potential IPO. In the meantime, we believe NAI and Safeway are making continued operational improvements." The outlook is positive. S&P believes sales trends at the majority of banners should remain positive and after incurring a large amount of transaction costs initially, cost saving opportunities could lead to material profit growth and potentially an IPO. Given the competitive nature of the industry, S&P expects sales growth trends to moderate and price investments could counteract some of the cost saving opportunities. If ACL experienced significant integration problems and failed to gain costs savings, while sales and margins eroded, an IPO would be much less likely. In that case, S&P could revise the outlook to stable to even lower the rating, if for example, revenue growth was flat or even negative on strategic missteps along with margins declining and failed synergies. If S&P expected leverage to approach the mid-4x area following an IPO over the next year, it would consider a higher rating. One scenario would be for revenue growth to be in the mid-single digits and gross margins to improve around 50 bps from expected pro forma levels, leading to an IPO with proceeds to reduce debt. ASSET ACQUISITION: Case Summary & 3 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Asset Acquisition Partners of America, Inc. 116 West 83rd Street Los Angeles, CA 90044 Case No.: 15-28441 Chapter 11 Petition Date: December 1, 2015 Court: United States Bankruptcy Court Central District of California (Los Angeles) Debtor's Counsel: Jeffrey B Smith, Esq. CURD, GALINDO & SMITH, LLP 301 E Ocean Blvd Ste 1700 Long Beach, CA 90802 Tel: 562-624-1177 Fax: 562-624-1178 Email: jsmith@cgsattys.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Willie Hankins, chief executive officer. A list of the Debtor's three largest unsecured creditors is available for free at http://bankrupt.com/misc/cacb15-28441.pdf ATLANTIC & PACIFIC: Brixmor to Acquire Nesconset Store for $525K ---------------------------------------------------------------- An affiliate of Great Atlantic & Pacific Tea Company Inc. received court approval to sell its assets to Brixmor SPE 2 LLC for $525,000. The order, issued by U.S. Bankruptcy Judge Robert Drain, allowed A&P Real Property LLC to sell the assets, including a lease for its store located at 4054 Nesconset Highway, in New York. Brixmor was selected as the winning bidder at an auction for the assets, beating out rival bidder Best Yet Market Inc., court filings show. A copy of the court order is available without charge at http://is.gd/iLhuNw About Atlantic & Pacific Based in Montvale, New Jersey, The Great Atlantic & Pacific Tea Company, Inc., and its affiliates are one of the nation's oldest leading supermarket and food retailers, operating approximately 300 supermarkets, beer, wine, and liquor stores, combination food and drug stores, and limited assortment food stores across six Northeastern states. The primary retail operations consist of supermarkets operated under a variety of well known trade names, or "banners," including A&P, Waldbaum's, SuperFresh, Pathmark, Food Basics, The Food Emporium, Best Cellars, and A&P Liquors. The Company employs approximately 28,500 employees, over 90% of whom are members of one of twelve local unions whose members are employed by the Debtors under the authority of 35 separate collective bargaining agreements. Then with 429 stores, A&P and its affiliates filed Chapter 11 petitions (Bankr. S.D.N.Y. Case No. 10-24549) on Dec. 12, 2010, and in 2012 emerged from Chapter 11 bankruptcy as a privately held company with 320 supermarkets. On July 19, 2015, with 300 stores, A&P and 20 affiliated debtors each filed a Chapter 11 petition (Bankr. S.D.N.Y.) after reaching deals for the going concern sales of 120 stores. The Debtors are seeking joint administration under Case No. 15-23007. As of Feb. 28, 2015, the Debtors reported total assets of $1.6 billion and liabilities of $2.3 billion. The Debtors tapped Weil, Gotshal & Manges LLP as counsel, Evercore Group L.L.C., as investment banker, FTI Consulting, Inc., as financial advisor, Hilco Real Estate, LLC, as real estate advisor, and Prime Clerk LLC, as claims and noticing agent. Judge Robert D. Drain of the U.S. Bankruptcy Court for the Southern District of New York issued an order directing joint administration of the Chapter 11 cases of The Great Atlantic & Pacific Tea Company, Inc., and its debtor affiliates under lead case no. 15-23007. ATLANTIC & PACIFIC: Judge Okays Sale of Belleville Store to BX&M ---------------------------------------------------------------- A federal judge approved the sale of A&P Real Property LLC's assets to BX&M Food Corp., which made a $486,000 offer. U.S. Bankruptcy Judge Robert Drain allowed A&P to sell the assets used in operating its store located at 357-474 Main Street, Belleville, in New Jersey. The assets include a lease on the store run by A&P, an affiliate of Great Atlantic & Pacific Tea Company Inc., under the Food Basics name. The companies signed the deal following a two-day auction held in October where BX&M's offer was selected as the winning bid. BX&M beat out rival bidder Lemes Supermarket Limited Liability Co. BX&M President Miguel Luna had said in a court filing that the company plans to operate a grocery store under the Fine Fare banner. A copy of the court order is available without charge at http://is.gd/DOBJFV About Atlantic & Pacific Based in Montvale, New Jersey, The Great Atlantic & Pacific Tea Company, Inc., and its affiliates are one of the nation's oldest leading supermarket and food retailers, operating approximately 300 supermarkets, beer, wine, and liquor stores, combination food and drug stores, and limited assortment food stores across six Northeastern states. The primary retail operations consist of supermarkets operated under a variety of well known trade names, or "banners," including A&P, Waldbaum's, SuperFresh, Pathmark, Food Basics, The Food Emporium, Best Cellars, and A&P Liquors. The Company employs approximately 28,500 employees, over 90% of whom are members of one of twelve local unions whose members are employed by the Debtors under the authority of 35 separate collective bargaining agreements. Then with 429 stores, A&P and its affiliates filed Chapter 11 petitions (Bankr. S.D.N.Y. Case No. 10-24549) on Dec. 12, 2010, and in 2012 emerged from Chapter 11 bankruptcy as a privately held company with 320 supermarkets. On July 19, 2015, with 300 stores, A&P and 20 affiliated debtors each filed a Chapter 11 petition (Bankr. S.D.N.Y.) after reaching deals for the going concern sales of 120 stores. The Debtors are seeking joint administration under Case No. 15-23007. As of Feb. 28, 2015, the Debtors reported total assets of $1.6 billion and liabilities of $2.3 billion. The Debtors tapped Weil, Gotshal & Manges LLP as counsel, Evercore Group L.L.C., as investment banker, FTI Consulting, Inc., as financial advisor, Hilco Real Estate, LLC, as real estate advisor, and Prime Clerk LLC, as claims and noticing agent. Judge Robert D. Drain of the U.S. Bankruptcy Court for the Southern District of New York issued an order directing joint administration of the Chapter 11 cases of The Great Atlantic & Pacific Tea Company, Inc., and its debtor affiliates under lead case no. 15-23007. ATLANTIC & PACIFIC: Nicholas Markets to Acquire Pascack Store ------------------------------------------------------------- Nicholas Markets Inc. will acquire the assets used in operating the store owned by Great Atlantic & Pacific Tea Company Inc. in New Jersey, according to court filings. Great Atlantic will receive $400,000 for the assets, which include a lease on the store located at 315 Pascack Road, in Washington Township. The company runs the store under the A&P name, according to court filings. The sale was approved by U.S. Bankruptcy Judge Robert Drain who oversees Great Atlantic's Chapter 11 case. The order is available for free at http://is.gd/8qHg1A About Atlantic & Pacific Based in Montvale, New Jersey, The Great Atlantic & Pacific Tea Company, Inc., and its affiliates are one of the nation's oldest leading supermarket and food retailers, operating approximately 300 supermarkets, beer, wine, and liquor stores, combination food and drug stores, and limited assortment food stores across six Northeastern states. The primary retail operations consist of supermarkets operated under a variety of well known trade names, or "banners," including A&P, Waldbaum's, SuperFresh, Pathmark, Food Basics, The Food Emporium, Best Cellars, and A&P Liquors. The Company employs approximately 28,500 employees, over 90% of whom are members of one of twelve local unions whose members are employed by the Debtors under the authority of 35 separate collective bargaining agreements. Then with 429 stores, A&P and its affiliates filed Chapter 11 petitions (Bankr. S.D.N.Y. Case No. 10-24549) on Dec. 12, 2010, and in 2012 emerged from Chapter 11 bankruptcy as a privately held company with 320 supermarkets. On July 19, 2015, with 300 stores, A&P and 20 affiliated debtors each filed a Chapter 11 petition (Bankr. S.D.N.Y.) after reaching deals for the going concern sales of 120 stores. The Debtors are seeking joint administration under Case No. 15-23007. As of Feb. 28, 2015, the Debtors reported total assets of $1.6 billion and liabilities of $2.3 billion. The Debtors tapped Weil, Gotshal & Manges LLP as counsel, Evercore Group L.L.C., as investment banker, FTI Consulting, Inc., as financial advisor, Hilco Real Estate, LLC, as real estate advisor, and Prime Clerk LLC, as claims and noticing agent. Judge Robert D. Drain of the U.S. Bankruptcy Court for the Southern District of New York issued an order directing joint administration of the Chapter 11 cases of The Great Atlantic & Pacific Tea Company, Inc., and its debtor affiliates under lead case no. 15-23007. ATLANTIC & PACIFIC: Shanghai, 2 Others Buying Assets for $5.3-Mil. ------------------------------------------------------------------ A federal judge approved A&P Real Property LLC's three separate sale agreements with Shanghai Enterprises LLC and two other buyers. The order, issued by U.S. Bankruptcy Judge Robert Drain, allowed the company to sell assets used in operating its two New York stores to Shanghai Enterprises for a total of $4.19 million. Shanghai Enterprises offered $3.26 million for the A&P store located at 777 Pulaski Road, in Greenlawn, New York. Meanwhile, the company made a $928,000 offer for the other store located at 87 Main Street, in Hastings, New York. In a separate ruling, Judge Drain authorized the sale of A&P's assets to Feil Whitestone LLC and East 11th Holding LLC for $1.14 million. The companies made a $1.07 million cash offer to acquire the lease on an A&P store located at 153-01 10th Avenue, in Whitestone, New York. The other assets will be sold to the companies for $75,000. All three buyers emerged as the winning bidders at an auction held in October, according to court filings. About Atlantic & Pacific Based in Montvale, New Jersey, The Great Atlantic & Pacific Tea Company, Inc., and its affiliates are one of the nation's oldest leading supermarket and food retailers, operating approximately 300 supermarkets, beer, wine, and liquor stores, combination food and drug stores, and limited assortment food stores across six Northeastern states. The primary retail operations consist of supermarkets operated under a variety of well known trade names, or "banners," including A&P, Waldbaum's, SuperFresh, Pathmark, Food Basics, The Food Emporium, Best Cellars, and A&P Liquors. The Company employs approximately 28,500 employees, over 90% of whom are members of one of twelve local unions whose members are employed by the Debtors under the authority of 35 separate collective bargaining agreements. Then with 429 stores, A&P and its affiliates filed Chapter 11 petitions (Bankr. S.D.N.Y. Case No. 10-24549) on Dec. 12, 2010, and in 2012 emerged from Chapter 11 bankruptcy as a privately held company with 320 supermarkets. On July 19, 2015, with 300 stores, A&P and 20 affiliated debtors each filed a Chapter 11 petition (Bankr. S.D.N.Y.) after reaching deals for the going concern sales of 120 stores. The Debtors are seeking joint administration under Case No. 15-23007. As of Feb. 28, 2015, the Debtors reported total assets of $1.6 billion and liabilities of $2.3 billion. The Debtors tapped Weil, Gotshal & Manges LLP as counsel, Evercore Group L.L.C., as investment banker, FTI Consulting, Inc., as financial advisor, Hilco Real Estate, LLC, as real estate advisor, and Prime Clerk LLC, as claims and noticing agent. Judge Robert D. Drain of the U.S. Bankruptcy Court for the Southern District of New York issued an order directing joint administration of the Chapter 11 cases of The Great Atlantic & Pacific Tea Company, Inc., and its debtor affiliates under lead case no. 15-23007. B&L EQUIPMENT: Files Schedules of Assets and Liabilities -------------------------------------------------------- B&L Equipment Rentals, Inc. filed with the U.S. Bankruptcy Court for the Eastern District of California its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $0 B. Personal Property $17,144,907 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $3,405,594 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-priority Claims $1,620,740 ----------- ----------- TOTAL $17,144,907 $5,026,334 A full-text copy of the Schedules is available for free at: http://bankrupt.com/misc/caeb15-14685.pdf About B&L Equipment B&L Equipment Rentals, Inc. filed a Chapter 11 bankruptcy petition (Bankr. E.D. Calif. Case No. 15-14685) on Nov. 30, 2015. The petition was signed by Lawrence F. Jenkins as president. The Debtor listed total assets of $17.14 million and total debts of $5.02 million. Law Office of Leonard K. Welsh represents the Debtor as counsel. The case has been assigned to Judge Rene Lastreto II. BG MEDICINE: Amends License & Distribution Agreement with Abbott ---------------------------------------------------------------- In support of the commercialization of automated testing for galectin-3, BG Medicine and Abbott have amended their License and Distribution Agreement in regard to the product fees paid to BG Medicine by Abbott for galectin-3 tests sold by Abbott to reference laboratories, while retaining the previously negotiated product fee for the other customer segments. "We believe that this modification to our agreement will open up a new customer segment for automated testing as well as expedite the transition for existing customers from manual to automated testing for galectin-3," said Paul R. Sohmer, M.D., president and CEO of BG Medicine, Inc. "We expect that, as a result, the majority of revenues currently generated from sales of manual test kits will, over time, likely be replaced by product fees generated from the sale of the automated tests by our automated partners when their automated tests become available. This modification to our agreement further bolsters our efforts to accelerate adoption of galectin-3 testing." About BG Medicine Waltham, Mass.-based BG Medicine is a diagnostics company focused on the development and commercialization of novel cardiovascular diagnostic tests to address significant unmet medical needs, improve patient outcomes and contain healthcare costs. The Company is currently commercializing two diagnostic tests, the first of which is the BGM Galectin-3 test, a novel assay for measuring galectin-3 levels in blood plasma or serum for use as an aid in assessing the prognosis of patients diagnosed with heart failure. The Company's second diagnostic test is the CardioSCORE test, which is designed to identify individuals at high risk for near-term, significant cardiovascular events, such as heart attack and stroke. BG Medicine reported a net loss of $8.06 million in 2014, a net loss of $15.8 million in 2013 and a net loss of $23.8 million in 2012. As of Sept. 30, 2015, the Company had $3.35 million in total assets, $2.03 million in total liabilities, $2.59 million in convertible preferred stock, and a total stockholders' deficit of $1.27 million. Deloitte & Touche LLP, in Boston, Massachusetts, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that the Company's recurring losses from operations, recurring cash used in operating activities and accumulated deficit raise substantial doubt about its ability to continue as a going concern. BON-TON STORES: S&P Lowers CCR to 'CCC+', Outlook Negative ---------------------------------------------------------- Standard & Poor's Ratings Services lowered its corporate credit rating on York, Pa.-based Bon-Ton Stores Inc. to 'CCC+' from 'B-'. The outlook is negative. At the same time, S&P lowered the issue-level rating on the company's second-lien senior secured notes to 'CCC' from 'B-' and revised the recovery rating to '5' from '4'. The '5' recovery rating indicates S&P's expectation for modest recovery (10%-30%; lower half of the range) of principal in the event of a payment default or bankruptcy. "The downgrade reflects both Bon-Ton's weakening performance and our forecast for an unsustainable capital structure and "less than adequate" liquidity. Absent positive developments in operating performance, we think the company could restructure its capital structure, although we do not envision a specific default scenario over the next 12 months," said credit analyst Mathew Christy. "While management cannot currently commit to funding the April 2016 maturity of the $104 million mortgage facility, we believe Bon-Ton will will likely fund the impending maturity via the availability under its asset-based lending (ABL) facility, however this in our forecasts would lead to reduced liquidity. We also believe the likelihood of the capital structure improving in the near term is low given our expectations for operating performance amid a slow down in customer traffic and an increase in discounting across the department store industry." The negative outlook reflects S&P's view of the company's eroding liquidity position as a result of declining earnings as well as reflecting S&P's view that Bon-Ton will find it difficult to recover positive cash flow given the challenging operating environment for department stores and other retailers. A downgrade would indicate specific default scenarios envisioned for Bon-Ton over the next 12 months from further weak performance or if the company cannot refinance its near-term debt facility maturities while a further tightening in liquidity leads to an inability of the company fund fixed charges. In this situation, S&P would view heightened potential for a near-term payment default if its liquidity conditions deteriorate further from increased working capital or other needs. An upgrade is unlikely over the next year absent a significant reversal in recent operating trends for the department store industry and the company, all leading to an improvement in the liquidity position and credit metrics. BROADWAY FINANCIAL: OCC Rescinds Bank Consent Order --------------------------------------------------- Broadway Financial Corporation, parent company of Broadway Federal Bank, f.s.b., reported that the Bank's primary regulator, the Office of the Comptroller of the Currency, has informed Broadway that it has terminated the Consent Order applicable to the Bank. This decision follows a full regulatory review of the Bank that the staff of the OCC completed this past summer. The Consent Order, which was entered into by the Bank with the OCC in October 2013, superseded an Order to Cease and Desist that the Bank entered into with the OCC's predecessor regulatory organization in September 2010. The regulatory order from the Federal Reserve Board for the Company remains in effect. Chief Executive Officer, Wayne Bradshaw commented, "This decision by the OCC officially recognizes that Broadway has re-established its position as a safe and sound financial institution. In addition, it acknowledges the success that our team has achieved in generating profits, eliminating problem assets, re-building a quality loan portfolio, and accomplishing our stated goals. "As mentioned in our press release announcing results for the third quarter, we began 2015 with two primary objectives: (i) establishing Broadway as a leading lender for multi-family residential properties in Southern California, particularly properties within our core market of low-to-moderate income communities; and (ii) obtaining rescission of the regulatory orders and related restrictions that have impacted our business for over five years. With this decision by the OCC we believe that we have accomplished these goals for the Bank. As a result, we can now focus on growing our loan portfolio, which will improve our ability to increase net interest income, enhance our efficiency, and expand our profits. "In a related matter, I wish to announce that we have completed the purchase of $100 million of prime single family residential loans that the Bank had committed to purchase in September. This purchase will help us grow our core earnings and diversify our portfolio mix. Year-to-date we have originated almost $110 million of multi-family residential ("MFR") loans and since September 30, all MFR loans have been originated for our held-for-investment portfolio. "Finally, I wish to acknowledge the dedication, commitment to excellence, and perseverance of our employees whose efforts are responsible for this decision by the OCC, and to the patience of our stockholders who have supported us throughout the long process of re-establishing Broadway as a safe and sound financial institution." About Broadway Financial Los Angeles, Calif.-based Broadway Financial Corporation was incorporated under Delaware law in 1995 for the purpose of acquiring and holding all of the outstanding capital stock of Broadway Federal Savings and Loan Association as part of the Bank's conversion from a federally chartered mutual savings association to a federally chartered stock savings bank. In connection with the conversion, the Bank's name was changed to Broadway Federal Bank, f.s.b. The conversion was completed, and the Bank became a wholly owned subsidiary of the Company, in January 1996. As of Sept. 30, 2015, the Company had $403.90 million in total assets, $363.25 million in total liabilities and $40.64 million in total stockholders' equity. Regulatory Matters As a result of significant deficiencies in the Company's and the Bank's operations noted in a regulatory examination in early 2010, the Company and the Bank were declared to be in "troubled condition" and agreed to the issuance of the cease and desist orders by the regulatory predecessor of the Office of the Comptroller of the Currency for the Bank and the Board of Governors of the Federal Reserve System for the Company effective Sept. 9, 2010, requiring, among other things, that the Company and the Bank take remedial actions to improve the Bank's loan underwriting and internal asset review procedures, to reduce the amount of its non-performing assets and to improve other aspects of the Bank's business, as well as the Company's management of its business and the oversight of the Company's business by the Board of Directors. Effective Oct. 30, 2013, the Order for the Bank was superseded by a Consent Order entered into by the Bank with the OCC. As part of the Consent Order, the Bank is required to attain, and thereafter maintain, a Tier 1 (Core) Capital to Adjusted Total Assets ratio of at least 9% and a Total Risk-Based Capital to Risk-Weighted Assets ratio of at least 13%, both of which ratios are greater than the respective 4% and 8% levels for such ratios that are generally required under OCC regulations. The Bank's regulatory capital exceeded both of these higher capital ratios at Dec. 31, 2014, and 2013. BROOKE CORP: SpiritBank Held Liable for $2M to Trustee ------------------------------------------------------ A litigation arises out of an Option Agreement that was entered into by SpiritBank and Brooke Corp on March 6, 2008. It provided, among other things, that Brooke Corp would purchase a $2 million CD from SpiritBank to be held by and pledged to SpiritBank to secure Brooke Corp's conditional obligation to purchase SpiritBank's participation interest in a loan to Aleritas Capital Corporation, a subsidiary of Brooke Corp. On September 4, 2008, SpiritBank liquidated the CD. On October 28, 2008, Brooke Corp filed a petition under Chapter 11 of the Bankruptcy Code. The case was later converted to Chapter 7, and Christopher J. Redmond was appointed Trustee. On October 27, 2010, the Trustee filed a five-count First Amended Complaint, only four counts of which seek relief against SpiritBank. Count I seeks to avoid as fraudulent transfers the transfers to or for the benefit of SpiritBank of money and various interests, including the Option Agreement, the purchase of the $2 million CD, and the payment of some attorney and deferral fees that total $33,000. Alternatively, Count II seeks to avoid SpiritBank's liquidation of the CD and application of the proceeds against Brooke Corp's alleged defaults under the Option Agreement. Count IV seeks recovery from SpiritBank of all avoided transfers. Count V is a claim objection cause of action seeking disallowance of SpiritBank's claim. In a post-trial Memorandum Opinion and Order dated November 20, 2015, which is available at http://is.gd/Z1ZX5v,Judge Dale L. Somers of the U.S. Bankruptcy Court for the District of Kansas held: (1) the Trustee may avoid the Option Agreement, including the pledge of the $2 million Brooke CD to SpiritBank and SpiritBank's subsequent cashing of the Brooke CD; (2) the Trustee may not avoid the Second Amendment to Option Agreement, including the transfer of the $33,000 in Deferral Fees to SpiritBank; (3) the transfer of the $2 million Brooke CD to SpiritBank is not avoidable as a preferential transfer; (4) SpiritBank is liable to the Trustee for $2,012,491; (5) prejudgment interest is not awarded to the Trustee; and (6) the effect of this judgment on SpiritBank's proof of claim is not decided, without prejudice to submitting the issue to the Court in a subsequent hearing if the parties are unable to reach an agreement on the issue. The adversary proceeding is CHRISTOPHER J. REDMOND, Chapter 7 Trustee of Brooke Corporation, Brooke Capital Corporation, and Brooke Investments, Inc., Plaintiff, v. SPIRITBANK, DEFENDANT, ADV. NO. 09-6070 (Bankr. D. Ks.). The case is In Re: BROOKE CORPORATION, et al., Chapter 7, Debtors, CASE NO. 08-22786 (JOINTLY ADMINISTERED)(Bankr. D. Ks.). Christopher Redmond, Brooke Trustee, Plaintiff, represented by John J. Cruciani, Esq. -- john.cruciani@huschblackwell.com -- Husch Blackwell LLP, Michael D. Fielding, Esq. -- michael.fielding@huschblackwell.com -- Husch Blackwell LLP, Douglas J. Schmidt, Esq. -- douglas.schmidt@huschblackwell.com -- Husch Blackwell LLP. Spirit Bank, Defendant, represented by Steven E. Mauer, Esq. -- semauer@zergermauer.com -- Zerger and Mauer LLP, Kenneth Wagner, Esq. -- kwagner@lwsl-law.com -- Latham Wagner Steele Lehman PC. About Brooke Corp. Based in Kansas, Brooke Corp. -- http://www.brookebanker.com/-- was an insurance agency and finance company. The company owned 81% of Brooke Capital. The majority of the company's stock was owned by Brooke Holding Inc., which, in turn was owned by the Orr Family. A creditor of the family, First United Bank of Chicago, foreclosed on the BHI stock. The company's revenues were generated from sales commissions on the sales of property and casualty insurance policies, consulting, lending and brokerage services. Brooke Corp. and Brooke Capital Corp. filed separate petitions for Chapter 11 relief on Oct. 28, 2008; Brooke Investments, Inc. filed for Chapter 11 relief on Nov. 3, 2008 (Bankr. D. Kan. Lead Case No. 08-22786). Angela R. Markley, Esq., was the Debtors' in-house counsel. Albert Riederer was appointed as the Debtors' Chapter 11 trustee. He acted as special master of Brooke in prepetition federal court proceedings. Benjamin F. Mann, Esq., John J. Cruciani, Esq., and Michael D. Fielding, Esq,, at Husch Blackwell Sanders LLP, and Kathryn B. Bussing, Esq., at Blackwell Sanders LLP, represented the Chapter 11 trustee as counsel. David A. Abadir, Esq., and Robert J. Feinstein, Esq., at Pachulski Stang Ziehl & Jones LLP, Kristen F. Trainor, Esq., and Mark Moedritzer, Esq., at Shook, Hardy & Bacon, represented the Official Committee of Unsecured Creditors as counsel. The Debtors disclosed assets of $512,855,000 and debts of $447,382,000. On Oct. 29, 2008, the Court granted a motion to jointly administer the bankruptcies of Brooke Corporation, Brooke Capital, and Brooke Investment with the Brooke Corporation bankruptcy case being the lead case. The case was converted to Chapter 7 on June 29, 2009. Christopher J. Redmond was named Chapter 7 Trustee. He is represented by Benjamin F. Mann, Esq., John J. Cruciani, Esq., and Michael D. Fielding, Esq., at Husch Blackwell LLP. BUILDING MATERIALS: S&P Raises CCR to 'B+' After Merger Close ------------------------------------------------------------- Standard & Poor's Ratings Services said it raised its corporate credit rating on Building Materials Holding Corp. to 'B+' from 'B' subsequent to the company's announcement that it had closed its merger transaction with Stock Building Supply Holdings Inc. At the same time, S&P removed the rating from CreditWatch, where it had been placed with positive implications on June 9, 2015. The outlook on the rating is stable. In addition, S&P raised its issue-level ratings on the company's senior secured notes to 'B+' from 'B-', indicating improved recovery prospects for the notes under the new combined company , and removed the rating from CreditWatch, where it had been placed with positive implications on June 9, 2015. S&P also revised the recovery rating on the notes to '3' from '5'. The '3' recovery rating indicates S&P's expectation of meaningful (50% to 70%; higher end of the range) recovery for debtholders in the event of a default. "The stable outlook reflects our expectations for the pro forma merged company to complete its integration and continue to achieve growth in most of its operating segments, supported by our assumptions of a continuation of the U.S. housing recovery and moderate growth in nonresidential construction," said Standard & Poor's credit analyst Christopher Andrews. "The outlook also reflects our expectation of adjusted EBITDA within the $170 million to $180 million range for fiscal 2016 and continued improvement thereafter." Despite S&P's expectation for strengthening performance from the pro forma merged company, it may consider a negative rating action if the company encounters complications with the integration of the two companies or does not achieve the expected level of synergies, such that leverage remains above 4x over the course of fiscal 2016 and if S&P believes it will remain at this level or above. S&P may consider a positive rating action if the company achieves profitability and sales growth in excess of S&P's current forecast such that credit measures are sustained at a level consistent with an "intermediate" financial risk profile. Specifically, S&P would look for debt to EBITDA to be sustained below 3.0x and FFO to debt above 30%. CAESARS ENTERTAINMENT: Objects to Claimholders' Litigation Push --------------------------------------------------------------- Cara Salvatore at Bankruptcy Law360 reported that bankrupt Caesars Entertainment Operating Co. Inc. objected on Nov. 20, 2015, to creditors' attempts to step into the company's shoes and pursue allegedly sidelined loose ends like commercial tort claims and interests in gaming licenses and riverboat mortgages, saying the interference could spoil a global settlement. The creditors filed a document in August asking for standing to pursue the allegedly overlooked claims, and Caesars is now objecting, saying it is in fact pursuing them -- and that the unsecured creditors' efforts threaten a potential deal. About Caesars Entertainment Caesars Entertainment Corp., formerly Harrah's Entertainment Inc., is one of the world's largest casino companies. Caesars casino resorts operate under the Caesars, Bally's, Flamingo, Grand Casinos, Hilton and Paris brand names. The Company has its corporate headquarters in Las Vegas. Harrah's announced its re-branding to Caesar's in mid-November 2010. In January 2015, Caesars Entertainment and subsidiary Caesars Entertainment Operating Company, Inc., announced that holders of more than 60% of claims in respect of CEOC's 11.25% senior secured notes due 2017, CEOC's 8.5% senior secured notes due 2020 and CEOC's 9% senior secured notes due 2020 have signed the Amended and Restated Restructuring Support and Forbearance Agreement, dated as of Dec. 31, 2014, among Caesars Entertainment, CEOC and the Consenting Creditors. As a result, The RSA became effective pursuant to its terms as of Jan. 9, 2015. Appaloosa Investment Limited, et al., owed $41 million on account of 10% second lien notes in the company, filed an involuntary Chapter 11 bankruptcy petition against CEOC (Bankr. D. Del. Case No. 15-10047) on Jan. 12, 2015. The bondholders are represented by Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor LLP. CEOC and 172 other affiliates -- operators of 38 gaming and resort properties in 14 U.S. states and 5 countries -- filed Chapter 11 bankruptcy petitions (Bank. N.D. Ill. Lead Case No. 15-01145) on Jan. 15, 2015. CEOC disclosed total assets of $12.3 billion and total debt of $19.8 billion as of Sept. 30, 2014. Delaware Bankruptcy Judge Kevin Gross entered a ruling that the bankruptcy proceedings will proceed in the U.S. Bankruptcy Court for the Northern District of Illinois. Kirkland & Ellis serves as the Debtors' counsel. AlixPartners is the Debtors' restructuring advisors. Prime Clerk LLC acts as the Debtors' notice and claims agent. Judge Benjamin Goldgar presides over the cases. The U.S. Trustee has appointed seven noteholders to serve in the Official Committee of Second Priority Noteholders and nine members to serve in the Official Unsecured Creditors' Committee. The U.S. Trustee appointed Richard S. Davis as Chapter 11 examiner. On February 5, 2015, U.S. Trustee Patrick Layng appointed nine creditors to the Debtors' official committee of unsecured creditors. Two of these creditors -- the Board of Levee Commissioners for the Yazoo Mississippi Delta and MeehanCombs Global Credit Opportunities Master Fund LP -- resigned from the committee following their appointment. They were replaced by the National Retirement Fund and Relative Value-Long/Short Debt, a Series of Underlying Funds Trust. CCH JOHN EAGAN: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: CCH John Eagan II Homes, L.P. 8895 North Military Trail, Suite 10B Palm Beach Gardens, FL 33410-6276 Case No.: 15-31082 Nature of Business: Single Asset Real Estate Chapter 11 Petition Date: December 1, 2015 Court: United States Bankruptcy Court Southern District of Florida (West Palm Beach) Judge: Hon. Erik P. Kimball Debtor's Counsel: Eric A Rosen, Esq. FOWLER WHITE BURNETT, P.A. 515 North Flagler Drive, Suite 2100 West Palm Beach, FL 33401 Tel: (561) 802-9044 Fax: (561) 209-7767 Email: erosen@fowler-white.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $10 million to $50 million The petition was signed by Yashpal Kakkar, managing member, CCH John Eagan II Partners, LLC, GP. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/flsb15-31082.pdf CENTRAL ENERGY: Sells Assets of Regional; To be Dissolved --------------------------------------------------------- Regional Enterprises, the sole operating subsidiary of Central Energy Partners LP, sold substantially all of its operating assets and certain liabilities to Associated Asphalt Hopewell, LLC effective Nov. 20, 2015, for cash consideration of $5,000,000, subject to certain adjustments as set forth in the Purchase Agreement, of which $575,000 was deposited in an indemnity escrow account maintained by the parties with U.S. Bank National Association. A significant portion of the remaining $985,041 of proceeds from the sale of the Regional assets were used to pay obligations of Regional. The remaining proceeds of $356,000, together with all other cash held in bank accounts of Regional or due to Regional, and the rights to receive any portion of the Escrow Holdback will be transferred to Company as partial satisfaction of the Intercompany Demand Promissory Note between Regional and the Registrant dated March 1, 2012. At Nov. 20, 2015, the outstanding principal and accrued and unpaid interest due on the Regional Intercompany Note was $3,622,041. The remaining unpaid principal and accrued and unpaid interest due on the Regional Intercompany Note will be forgiven by the Company. Prior to the sale of the Regional assets to Associated Asphalt, Associated Asphalt leased storage facilities from Regional and was the second largest customer of Regional by revenue for the six-month period ended June 30, 2015. The Board of Directors of Regional made the decision, together with the approval of Central Energy, to sell substantially all of Regional's assets to Associated Asphalt in order (1) to raise the needed proceeds to repair Tank 110, which failed and leaked a significant amount of asphalt owned by Associated Asphalt on May 15, 2015, and (2) to make the principal and accrued and unpaid interest payments due on the loan by Hopewell Investment Partners LLC to Regional in March 2013, which loan was due and payable in full on March 20, 2016. The total amount of these obligations was approximately $3,100,000 at Nov. 20, 2015. The Regional Board and Company, despite repeated efforts, had not been able to identify a viable alternative to raise the necessary funds to meet these obligations and other payments owing to trade creditors in excess of $300,000. As a result of the sale of the Regional assets to Associated Asphalt, the Company has no remaining operations or source of income or profit. Without acquiring additional assets, the Company will not have income from operations that constitutes "qualifying income" under Section 7704(d) of the Internal Revenue Code of 1986, as amended (the "Code"). As a result, the Company will no longer be treated as a partnership for tax purposes under Section 7704 of the Code unless it purchases additional assets which generate "qualifying income." At the present time, the Company has not identified any such assets for acquisition and does not have access to the capital needed to purchase any such assets if identified. In connection with the anticipated sale of the Regional assets, in September 2015 management of Central Energy GP LLC, the general partner of the Company, acting in such capacity, determined that the goodwill recorded on the balance sheet of the Company as a result of its acquisition of the Regional assets was impaired and had no value. The entire amount of the goodwill was impaired due to the sale of the Regional assets and no future revenue stream related to such assets. As a result, management determined to take a charge of $3,941,000 for the quarter ended Sept. 30, 2015, as a result of this impairment. As a result of the sale of Regional assets, the services of Ian T. Bothwell in his capacity as the president of Regional and as a senior vice president of CEGP were no longer needed on a full-time basis. In connection with the sale of the Regional assets, CEGP and Mr. Bothwell entered into a Separation and General Release Agreement in full satisfaction of all obligations of CEGP to Mr. Bothwell pursuant to his Employment Agreement dated March 20, 2013, as amended effective Dec. 19, 2013. Mr. Bothwell's termination from full-time employment with CEGP was effective Nov. 20, 2015. The Third Amended and Restated Agreement of Limited Partnership of the Company provides that those Limited Partners holding more than a majority of the issued and outstanding Common Units of the Company must vote to approve the sale of all or substantially all of the assets of Company whether in one or more related transactions. On Oct. 27, 2015, the Board of Directors of CEGP recommended to the Limited Partners of the Company that they approve the sale of the Regional assets. On Nov. 3, 2015, those Limited Partners holding 53.15% of the issued and outstanding Common Units of Registrant approved the sale of the Regional assets by executing a Written Consent in Lieu of a Special Meeting of Limited Partners. Financial Condition of Registrant Since inception, July 10, 2003, Central Energy's quarterly and annual financial statements have been qualified by its independent registered public accountants due to a question about its ability to generate sufficient cash to meet its financial obligations. From time to time Company has raised additional capital through the private placement of its Common Units and capital calls to members of CEGP in offerings exempt from registration under to Section 4(2) of the Securities Act of 1933, as amended. However, these amounts have never been sufficiently large to ensure the financial stability of the Company. As a result, the Company has not been able to maintain sufficient capital to fund (1) its ongoing operations, (2) the operating losses incurred by Regional or its need for capital to maintenance and improve its facilities, and (3) its efforts to acquire additional assets. At Sept. 30, 2015, the Company had total current assets of $312,000 and total current liabilities of $3,908,000. In addition, the Company had long-term debt obligations due to CEGP of $5,361,000. As a result of its financial condition and the inability to identify additional sources of capital for Registrant and its subsidiaries, the Company made the decision to offer the assets of Regional for sale in order to raise the needed cash to meet the financial obligations of Registrant and Regional. This decision was triggered, in part, by a second leak occurring in Tank 110 on May 15, 2015, and the anticipated substantial cost to again repair the tank and place it back in service. In addition, the pending maturity of the Hopewell Loan in March 2016 was a factor in making this decision. In light of this decision and the Company's financial condition, the CEGP management, in consultation with members of the CEGP Board and its Audit Committee, elected not to spend the money necessary to have its unaudited consolidated financial statements for the quarter ended Sept. 30, 2015, reviewed by its independent registered public accountants and prepare and file a Quarterly Report on Form 10-Q for the quarter ended Sept. 30, 2015. As a result, the Company is no longer in compliance with its reporting obligations under Section 13(a) of the Securities Exchange Act of 1934, as amended. Dissolution Given the financial condition of the Company and the sale of the Regional assets, the CEGP Board voted on Nov. 30, 2015, to dissolve the Company, subject to approval of a Unit Majority as required by the provisions of its Partnership Agreement. On the same date, those Limited Partners holding 53.15% of the issued and outstanding Common Units of the Company approved the dissolution of the Company by executing a Written Consent in Lieu of a Special Meeting of Limited Partners. CEGP has been designated as the liquidator of the Company pursuant to Section 12.3 of the Partnership Agreement and will liquidate Registrant in accordance with Section 12.4 of the Partnership Agreement and the applicable provisions of the Delaware Revised Uniform Limited Partnership Act. It is the intent of CEGP to dissolve the Company by Dec. 31, 2015, and wind up its affairs during 2016, including the preparation and deliver of Forms K-1 to its partners. CEGP anticipates that substantially all of the losses attributed to Common Units upon dissolution will be categorized as capital losses, and that substantially all of such capital losses will be captured in 2015. The Forms K-1 delivered to partners of the Partnership will reflect the losses for 2015 incurred to zero out each partner's inside basis with respect to its capital account. Furthermore, it is the intention of the Company to file a Form 15 with the Securities and Exchange Commission to terminate the registration of its Common Units and its obligation to file reports under Section 13(a) of the Exchange Act as soon as possible pursuant to Rule 12g-4(a)(2). As of Nov. 20, 2015, Registrant had 345 holders of record of its 19,591,482 issued and outstanding Common Units. In addition, Registrant will notify the OTC Pink of its intention to discontinue the listing of its Common Units for trading on the OTC Pink. About Central Energy Partners Dallas, Tex.-based Central Energy Partners LP is a publicly-traded Delaware limited partnership. It currently provides liquid bulk storage, trans-loading and transportation services for hazardous chemicals and petroleum products through its wholly-owned subsidiary, Regional Enterprises, Inc. Central Energy reported a net loss of $284,000 on $5.07 million of revenues for the year ended Dec. 31, 2014, compared to a net loss of $521,000 on $4.75 million of revenues for the year ended Dec. 31, 2013. As of June 30, 2015, the Company had $7.4 million in total assets, $9.2 million in total liabilities and a $1.8 million total partners' deficit. Montgomery Coscia Greilich, LLP, in Plano, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that Central has incurred recurring losses and has a deficit in working capital that raise substantial doubt about its ability to continue as a going concern. CIT GROUP: Fitch Affirms 'BB+/B' Issuer Default Ratings ------------------------------------------------------- Fitch Ratings has affirmed the 'BB+/B' long- and short-term Issuer Default Ratings (IDRs) for CIT Group Inc. and CIT Bank, N.A. (CIT Bank), collectively CIT. The Rating Outlook is Stable. The IDRs and Viability Ratings (VRs) take into account CIT's transition towards a U.S. commercial bank business model following the August 2015 merger with IMB Holdco LLC and other entities (OneWest transaction). The OneWest transaction resulted in deposit funding increasing to 62.6% of CIT's total debt as of Sept. 30, 2015 from 46.2% as of Dec. 31, 2014 and reduced CIT's interest costs by 70 basis points sequentially in 3Q2015. KEY RATING DRIVERS - IDRs, VRs, Senior Unsecured Debt and Revolving Credit Facility Credit strengths include the company's position as a leading middle market lender with strong franchises in key business segments including large equipment leasing and factoring. The IDRs and VRs are further supported by CIT Group Inc. and CIT Bank's tier 1 capital to risk weighted assets ratios of 12.5% and 13.1%, respectively, as of Sept. 30, 2015, which are high relative to peers, the company's strong liquidity position, and demonstrated access to capital since the company's recapitalization in 2009. The ratings also incorporate the company's appropriate risk management framework, focus on asset-backed transactions, and sound asset quality, although the latter is at least partially a function of a currently benign credit environment. These strengths are counterbalanced by elevated execution risk as CIT is simultaneously managing the transition to a new chief financial officer (effective Nov. 1, 2015) and new chief executive officer (effective April 1, 2016), the continued integration of OneWest, and pursuit of strategic alternatives for its commercial aerospace business. The company has also publicly indicated that the new management team intends to present their strategic plan in 1Q16, which could potentially introduce further change. Other rating constraints include CIT's exposure principally to middle market companies, historically a higher risk customer segment, heightened asset risk associated with cyclical leasing businesses, and a moderate earnings profile. Pre-tax return on average earning assets (ROAEA) averaged 1.3% YTD ended Sept. 30, 2015, after trending averaging 1.7% in 2014, 2.4% in 2013 and (1.6%) in 2012. CIT's oil and gas exposure, which comprised 3% of total loans as of Sept. 30, 2015, contributed to a moderate increase in net charge offs to 0.86% in 3Q2015 after trending in the 0.43%-0.48% range in 1H2015. Non-accrual loans were 0.66% of total loans as of Sept. 30, 2015. Fitch believes CIT will continue to face elevated regulatory scrutiny as it exceeded the $50 billion systemically important financial institution (SIFI) threshold as of Sept. 30, 2015 and is required to comply with certain regulations including capital planning and company-run and supervisory stress testing requirements and other requirements. With respect to CIT's announcement that it is pursuing strategic alternatives for its commercial aircraft leasing business, Fitch views this as understandable given the punitive capital charges on the owned aircraft and order book along with statutory limitations on high residual assets that limit funding such assets through the bank. The mode of the divesture of the aircraft leasing business, such as a sale or spin-off, is unclear at this time, as the company is considering tax implications, treatment of CIT debt, and prospective levels of debt repayment and/or return of capital to shareholders. Fitch's Stable Rating Outlook indicates that Fitch does not, at this time, believe the divestiture will impact CIT's ratings. CIT's IDR of 'BB+' is equalized with its VR of 'bb+', reflecting Fitch's view that external support cannot be relied upon. The senior unsecured debt rating is equalized with CIT's IDR of 'BB+', reflecting that existing notes are senior unsecured obligations of the company that rank equally in payment priority with all existing and future unsubordinated unsecured indebtedness of CIT. The revolving credit facility is unsecured and is guaranteed by eight of CIT's domestic operating subsidiaries. In general, the revolving credit facility ranks equal in right of payment with all existing unsecured indebtedness of CIT, and as such, the rating of the revolving credit facility is equalized with CIT's IDR. The revolving credit facility also includes customary covenants that are not shared by CIT's senior unsecured notes, including but not limited to, a guarantor asset coverage ratio, a consolidated net worth covenant and limits on CIT's operating flexibility in an event of default. Fitch believes these covenants do not provide sufficient additional protection to the facility to provide uplift to the revolving credit facility's ratings relative to CIT's IDR and senior unsecured debt rating. KEY RATING DRIVERS - Support Ratings and Support Rating Floors The Support Ratings (SRs) of '5' reflect Fitch's view that external support cannot be relied upon. The Support Rating Floors (SRFs) of 'No Floor' reflect Fitch's view that there is no reasonable assumption that sovereign support will be forthcoming to CIT. KEY RATING DRIVERS - Long- and Short-term Deposit Ratings CIT Bank's uninsured deposit ratings of 'BBB-/F3' are rated one notch higher than the bank's IDR because U.S. uninsured deposits benefit from depositor preference in the U.S. Fitch believes depositor preference in the U.S. gives deposit liabilities superior recovery prospects in the event of default. RATING SENSITIVITIES IDRs, VRs, Senior Unsecured Debt and Revolving Credit Facility Fitch views upward rating momentum as limited given current modest pre-tax operating performance levels and elevated execution risk while CIT seeks to complete the management transition, integrate OneWest and explore strategic alternatives for its commercial aerospace business and the sale of certain international businesses. Positive rating momentum could develop over a longer-term horizon as a result of improved and consistent operating performance, demonstrated credit performance through market cycles in line with expectations, maintenance of appropriate capital levels relative to the company's risk profile and regulatory minimums, an enhanced funding profile characterized by less reliance on wholesale funding sources, and demonstrated durability of deposits in a rising interest rate environment. Negative rating momentum could be driven by a sustained weakness in operating performance which results in insufficient capital generation or a material change in risk appetite or strategic objectives. Expansion into new business verticals outside CIT's core commercial lending and leasing expertise or outsized growth in new commercial businesses may lead to negative rating momentum. Challenges during the OneWest integration process or an inability to successfully manage the increased regulatory requirements associated with assets exceeding the $50 billion threshold would also be viewed negatively. The senior unsecured debt rating and the revolving credit facility rating are equalized with CIT's long-term IDR, and therefore are sensitive to any changes in CIT's IDR. RATING SENSITIVITIES - Support Ratings and Support Rating Floors CIT's Support Rating and Support Rating Floor are sensitive to Fitch's assumptions around capacity to procure extraordinary support in case of need. RATING SENSITIVITIES - Long- and Short-Term Deposit Ratings CIT Bank's uninsured deposit ratings are rated one notch higher than the company's IDR and therefore are sensitive to any changes in CIT Bank's IDR. The deposit ratings are primarily sensitive to any change in CIT Bank's long- and short-term IDRs. Fitch has affirmed the following ratings with a Stable Outlook: CIT Group Inc. -- Long-term IDR at 'BB+'; -- Short-term IDR at 'B'; -- Viability Rating at 'bb+'; -- Senior Unsecured Debt at 'BB+'; -- Revolving Credit Facility at 'BB+'; -- Support Rating at '5'; -- Support Rating Floor at 'NF'. CIT Bank, N.A. -- Long-term IDR at 'BB+'; -- Short-term IDR at 'B'; -- Viability Rating at 'bb+'; -- Long-Term Deposit Rating at 'BBB-'; -- Short-Term Deposit Rating at 'F3'; -- Support Rating at '5'; -- Support Rating Floor at 'NF'. CLOUDBREAK ENTERTAINMENT: Case Summary & 13 Top Unsec Creditors --------------------------------------------------------------- Debtor: Cloudbreak Entertainment, Inc. 2958 Exposition Blvd. Santa Monica, CA 90404 Case No.: 15-28443 Chapter 11 Petition Date: December 1, 2015 Court: United States Bankruptcy Court Central District of California (Los Angeles) Judge: Hon. Neil W. Bason Debtor's Counsel: Jeremy V Richards, Esq. PACHULSKI STANG ZIEHL & JONES LLP 10100 Santa Monica Bl Ste 13th Fl Los Angeles, CA 90067 Tel: 213-277-2346 Fax: 310-201-0760 Email: jrichards@pszjlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Conrad Riggs, president. A list of the Debtor's 13 largest unsecured creditors is available for free at http://bankrupt.com/misc/cacb15-28443.pdf CLUBCORP CLUB: Moody's Affirms B1 CFR & Rates Upsized Revolver Ba1 ------------------------------------------------------------------ Moody's Investors Service affirmed ClubCorp Club Operations, Inc.'s Corporate Family Rating at B1 and its Speculative Grade Liquidity rating of SGL-1 following the company's announcement that it plans to upsize its revolver and repay a portion of its existing term loan with proceeds from a proposed notes offering. At the same time, Moody's upgraded the company's Probability of Default Rating (PDR) to B1-PD from B2-PD, which is in line with the company's CFR, due to a change in the mix of debt in the company's capital structure resulting in the expected family recovery rate being reduced to 50% from 65%. The bank facilities are viewed as new debt instruments by Moody's due to the extended maturity dates. ClubCorp's existing senior debt ratings will be withdrawn upon the close of the proposed transaction. The rating outlook is maintained at stable. The company's credit metrics moderately weaken pro forma for the newly proposed capital structure, thus the affirmation of ClubCorp's B1 CFR is somewhat prospective in nature in that Moody's expects leverage and interest coverage to improve over the next 12 to 18 months. For the twelve months ended Sept. 8, 2015, pro forma for the new capital structure, Moody's adjusted debt-to-EBITDA was approximately 5.2 times and EBITA-to-cash interest coverage was roughly 1.8 times. Moody's expects leverage to trend toward the 4.5 to 5.0 times range by FYE16 and cash coverage of interest to approach 2.0 times during the same period. Moody's also expects membership rates to remain healthy, supported by its relatively affluent base, and for the company to continue to grow its top-line and profitability organically and to a lesser extent through acquisitions over time. The transaction also improves the company's liquidity profile by extending debt maturities, increasing the size of the revolving credit facility, and by repaying existing borrowings of roughly $47 million. According to Moody's Analyst Brian Silver, "ClubCorp has grown its top-line and experienced solid operating performance over the last few years while aggressively growing its portfolio of clubs via acquisitions. However, leverage also increased during this period, primarily as a result of the largely debt-financed nature of the acquisitions and significant growth-oriented capital investments at new and existing properties. Going forward we expect the company to reap the benefits of these investments by growing profitability and using excess cash flow for debt repayment over the next few years." These ratings at ClubCorp Club Operations, Inc. have been assigned: $175 million super priority senior secured revolving credit facility due 2021 rated Ba1 (LGD1); $625 million senior secured term loan B due 2022 rated Ba3 (LGD3); $400 million senior unsecured notes due 2023 rated B3 (LGD5). These ratings at ClubCorp Club Operations, Inc. have been upgraded: Probability of Default Rating to B1-PD from B2-PD. These ratings at ClubCorp Club Operations, Inc. have been affirmed: Corporate Family Rating at B1; Speculative Grade Liquidity Rating at SGL-1. These ratings at ClubCorp Club Operations, Inc. will be withdrawn upon the close of the transaction: $135 million senior secured revolving credit facility due 2018 rated B1 (LGD3); $901 million senior secured term loan B due 2020 rated B1 (LGD3). The rating outlook is maintained at stable RATINGS RATIONALE ClubCorp's B1 Corporate Family Rating (CFR) reflects the company's relatively high leverage considering the potential cyclicality of its highly discretionary core business as a golf and business club owner/operator. At the same time, the rating is supported by ClubCorp's leadership position in the private golf club business and its solid and growing recurring revenue base supported by a dues-based business model and affluent clientele. ClubCorp is expected to remain acquisitive in the highly fragmented golf club space, but is unlikely to make many acquisitions the size of Sequoia (included 50 clubs) due to a limited number of owner/operators with such a large amount of clubs. ClubCorp targets clubs near densely populated and affluent areas, often with the goal of clustering its properties, thereby enhancing the value proposition of its primary upgrade offering that among other things, provides members benefits at other ClubCorp properties. The company generates healthy and consistent cash flow from operations, but free cash flow generation has been tempered by steadily increasing growth oriented capital expenditures. Free cash flow generation is expected to accelerate once growth oriented capital expenditures moderate as maintenance capital expenditures are relatively low. The stable rating outlook reflects Moody's expectation that ClubCorp will be able to maintain its membership base and stable operating performance over the intermediate term. Moody's also expects the company to utilize excess cash flow to deleverage over the next few years. In addition, the stable rating outlook incorporates Moody's expectation that ClubCorp will maintain a very good liquidity profile and that it will exercise a conservative financial policy with respect to dividends, share repurchases and acquisitions. A ratings upgrade is unlikely in the near term given ClubCorp's size (based on total revenues) and geographic concentration. Over the intermediate term, a substantial expansion of the membership base and geographic diversification, accompanied by Moody's adjusted debt-to-EBITDA sustained below 4.0 times and EBITA-to-cash interest expense above 3.0 times could lead to an upgrade. Alternatively, ratings could be downgraded if ClubCorp's leverage as measured by Moody's adjusted debt-to-EBITDA approaches 5.5 times, or EBITA-to-cash interest expense approaches 1.25 times. Ratings could also be downgraded if liquidity deteriorates for any reason, if the company undertakes sizeable debt-financed acquisitions, or if management initiates more aggressive policies with respect to dividends and share repurchases. The principal methodology used in these ratings was Business and Consumer Service Industry published in December 2014. ClubCorp Club Operations, Inc. is one of the largest owners, operators and managers of private golf, country, business, sports and alumni clubs in North America and the largest owner of golf clubs in the US. As of Sept. 8, 2015, the company operated 206 clubs (158 golf & country clubs and 48 business, sports & alumni clubs) with locations in 26 states, the District of Columbia, and two foreign countries (Mexico and China) serving more than 430,000 individual members via approximately 185,000 memberships. The company's parent, ClubCorp Holdings, Inc. (NYSE: MYCC), completed an IPO in Sept. 2013. During the twelve month period ended Sept. 8, 2015, ClubCorp generated approximately $1.02 billion of revenues. CLUBCORP CLUB: S&P Affirms 'B+' CCR, Outlook Stable --------------------------------------------------- Standard & Poor's Ratings Services said it affirmed its 'B+' corporate credit rating on ClubCorp Club Operations Inc. The outlook is stable. "At the same time, we assigned our 'BB' issue-level rating to ClubCorp's proposed $175 million five-year senior secured priority revolver, with a recovery rating of '1'. The '1' recovery rating reflects a first-out provision for the proposed revolver in the credit agreement compared to the proposed term loan, and our expectation for very high (90% to 100%) recovery for lenders in the event of a payment default. We also assigned our 'BB-' issue-level rating to the proposed $625 million term loan B due 2022, with a recovery rating of '2', indicating our expectation for substantial (70%-90%; lower half of the range) recovery for lenders in the event of a payment default. In addition, we assigned our 'B-' issue-level rating to ClubCorp's proposed $400 million senior unsecured notes due 2023, with a recovery rating of '6', indicating our expectation for negligible recovery (0%-10%) for lenders in the event of a payment default," S&P said. ClubCorp expects to use the proceeds to repay about $900 million outstanding under its existing term loan B, $47 million outstanding under the company's existing revolving credit facility, and to fund potential acquisitions. "The affirmation of our 'B+' corporate credit rating on ClubCorp reflects a modest increase in our base-case leverage forecast through 2016 given the proposed transactions are primarily to refinance outstanding debt balances, and our belief the company will build adequate debt capacity in its leverage profile prior to pursuing additional significant acquisitions and sustain leverage under our 6x downgrade threshold," said Standard & Poor's credit analyst Emile Courtney. S&P's rating outlook on ClubCorp is stable. Despite S&P's belief ClubCorp could continue to pursue a significant level of strategic acquisitions over the next few years, S&P believes the company will build in adequate debt capacity to accommodate them in a manner that sustains lease-adjusted debt to EBITDA below 6x on average. S&P could lower the rating if operating performance is materially worse than its expectations or if the company pursues a more aggressive acquisition policy than S&P currently anticipates, such that total lease-adjusted debt to EBITDA stays above the 6x area. An upgrade is unlikely at this point, given S&P's belief that even if ClubCorp were to outperform S&P's expectations, the company will pursue acquisitions that could increase leverage. However, in the event S&P is confident ClubCorp can sustain its measure of total lease-adjusted debt to EBITDA under 5x over the long term, incorporating the company's appetite for acquisitions, S&P could consider higher ratings. COCO BEACH: Can Sell Golf & Country Club to OHG for $2.2-Mil. ------------------------------------------------------------- Coco Beach Golf & Country Club, S.E., sought and obtained approval from the United States Bankruptcy Court for the District of Puerto Rico to sell substantially all of its assets, including the golf and country club, to OHorizons Global, LLC, for $2.2 million. The Debtor declared OHG as the Successful Bidder at the auction conducted on November 18, 2015, after OHG increased its stalking horse bid by $157,471 to $2,200,000. Following approval of the sale, the Sales Deed and related Asset Purchase Agreement were subscribed and completed. The Court approved Coco Beach's agreement to pay OHG a break-up fee in the amount of $60,000 and to reimburse OHG for its expenses of up to $50,000 upon the closing of any Sale to a third party pursuant to the Amended Bidding Procedures Order that was entered on September 2, 2015. The Court overruled Platinum Capital Partners, Inc.'s objection to the approval of the sale of the assets to OHG. Platinum, which also placed its bid for the Debtor's assets, complained that the November 18 auction did not comply with the Amended Bidding Procedures approved by the Court. Platinum asserted that it should have been named as the Successful Bidder and the estate should have been sold to the only Qualified Over Bidder. The Debtor, in response to Platinum, maintained that the Sale satisfies the "sound business purpose test" and pointed out that the Golf & Country Club is operating using backup generators, lacks funds to cover payroll, insurance and imminent preservation expenses. In sum, the Debtor can no longer afford to operate the Golf & Country Club and the Auction has obtained the highest and best offer for the Purchased Assets, the Debtor said. OHG joined in the Debtor's response to Platinum's objection. Coco Beach Golf & Country Club, S.E. is represented by: Wigberto Lugo Mender, Esq. LUGO MENDER GROUP, LLC 100 Carr. 165, Suite 501 Guaynabo, PR 00968-8052 Tel: (787) 707-0404 Email: wlugo@lugomender.com Platinum Capital Partners, Inc. is represented by: Rebeca Caquias Mejias, Esq. FIDDLER, GONZALEZ & RODRIGUEZ, PSC P.O. Box 363507 San Juan, PR 00936-3507 Tel: 787-759-3184 Fax: 787-759-3124 Email: rcaquias@fgrlaw.com About Coco Beach Golf Coco Beach Golf & Country Club, S.E., is the owner of a first class golf and country club in Rio Grande, Puerto Rico, currently operating under the name of Trump International Golf Club Puerto Rico. Trump International Golf Club has two 18-hole golf courses and country club facilities. The Company sought Chapter 11 protection (Bankr. D.P.R. Case No. 15-05312) in Old San Juan, Puerto Rico, on July 13, 2015, and immediately filed a motion seeking to sell most of the assets for $2.04 million in cash to OHorizons Global, LLC, subject to higher and better offers. COCO BEACH: OHorizons Buys PR Golf Club for $2.2M ------------------------------------------------- Cara Salvatore at Bankruptcy Law360 reported that a Puerto Rico bankruptcy judge on Nov. 20, 2015, approved the sale of the Trump International Golf Club on the island for $2.2 million to stalking horse OHorizons Global LLC, who beat out rival Platinum Capital Partners after Platinum's "highly unusual" objection to the winner's financial qualifications. According to court papers filed on Nov. 19 and Nov. 20, OHorizons raised its bid to $2.2 million during the auction from the $2.145 million it had originally bid for the property, legally titled Coco Beach Golf & Country Club Inc. About Coco Beach Golf Coco Beach Golf & Country Club, S.E., is the owner of a first class golf and country club in Rio Grande, Puerto Rico, currently operating under the name of Trump International Golf Club Puerto Rico. Trump International Golf Club has two 18-hole golf courses and country club facilities. The Company sought Chapter 11 protection (Bankr. D.P.R. Case No. 15-05312) in Old San Juan, Puerto Rico, on July 13, 2015, and immediately filed a motion seeking to sell most of the assets for $2.04 million in cash to OHorizons Global, LLC, subject to higher and better offers. COCO BEACH: Seeks to Consign $2.2MM in Estate Funds to Court ------------------------------------------------------------ Coco Beach Golf & Country Club, S.E., asks permission from the U.S. Bankruptcy Court for the District of Puerto Rico to consign estate funds with the Clerk of Court. The Debtor asserts that in order to safeguard the distribution of sale proceeds to conform to the provisions of Section 363(f) of the Bankruptcy Code, it is necessary to consign the amount of $2,200,000 corresponding to estate funds received from the sale transaction. Upon entry of an order allowing consignment, the Debtor intends to deliver to the Honorable Clerk of The Bankruptcy Court manager check number 0025967 issued by Citibank, N.A., for the amount of $2,200,000. These funds will be deposited in an interest bearing deposit individual account this pursuant to FRBP 7067-1. Coco Beach Golf & Country Club, S.E. is represented by: Wigberto Lugo Mender, Esq. LUGO MENDER GROUP, LLC 100 Carr. 165 Suite 501 Guaynabo, Puerto Rico 00968-8052 Phone: (787) 707-0404 Email: wlugo@lugomender.com About Coco Beach Golf Coco Beach Golf & Country Club, S.E., is the owner of a first class golf and country club in Rio Grande, Puerto Rico, currently operating under the name of Trump International Golf Club Puerto Rico. Trump International Golf Club has two 18-hole golf courses and country club facilities. The Company sought Chapter 11 protection (Bankr. D.P.R. Case No. 15-05312) in Old San Juan, Puerto Rico, on July 13, 2015, and immediately filed a motion seeking to sell most of the assets for $2.04 million in cash to OHorizons Global, LLC, subject to higher and better offers. CTI BIOPHARMA: Has Est. Net Financial Standing of $25M at Oct. 31 ----------------------------------------------------------------- CTI BioPharma Corp. or CTI Parent Company estimated net financial standing as of Oct. 31, 2015, of $25.3 million. The total estimated and unaudited net financial standing of CTI Consolidated Group as of Oct. 31, 2015, was $27.2 million. CTI Parent Company trade payables outstanding for greater than 30 days were approximately $11.5 million as of Oct. 31, 2015. CTI Consolidated Group trade payables outstanding for greater than 30 days were approximately $13.2 million as of Oct. 31, 2015. During October 2015, there were solicitations for payment only within the ordinary course of business and there were no injunctions or suspensions of supply relationships that affected the course of normal business. During the month of October 2015, the Company's common stock, no par value, outstanding increased by 39,882,480 shares. As a result, the number of issued and outstanding shares of Common Stock as of Oct. 31, 2015, was 231,723,931. About CTI BioPharma CTI BioPharma Corp. (NASDAQ and MTA: CTIC) -- http://www.ctibiopharma.com/-- formerly known as Cell Therapeutics, Inc., is a biopharmaceutical company focused on the acquisition, development and commercialization of novel targeted therapies covering a spectrum of blood-related cancers that offer a unique benefit to patients and healthcare providers. The Company has a commercial presence in Europe and a late-stage development pipeline, including pacritinib, CTI's lead product candidate that is currently being studied in a Phase 3 program for the treatment of patients with myelofibrosis. CTI BioPharma is headquartered in Seattle, Washington, with offices in London and Milan under the name CTI Life Sciences Limited. CTI Biopharma reported a net loss attributable to common shareholders of $96 million in 2014, compared with a net loss attributable to common shareholders of $49.6 million in 2013. As of Sept. 30, 2015, the Company had $63.13 million in total assets, $90.64 million in total liabilities and a $27.51 million total shareholders' deficit. DALLAS PROTON: Creditors' Committee Taps Pronske Goolsby as Counsel ------------------------------------------------------------------- The Official Committee of Unsecured Creditors in the Chapter 11 cases of Dallas Proton Treatment Holdings, LLC, et al., asks the U.S. Bankruptcy Court for the Northern District of Texas for permission to retain Pronske Goolsby & Kathman, P.C. as its counsel. Pronske Goolsby will, among other things: a) prepare on behalf of the Committee necessary motions, answers, orders, reports, and other legal papers in connection with the administration of the bankruptcy cases; b) perform any and all other legal services for the Committee in connection with the bankruptcy case; and c) perform legal services as the Committee may request with respect to any matter, including, but not limited to, corporate finance and governance, contracts, antitrust, labor, and tax. To the best of the Debtors' knoweldge, Gerrit M. Pronske does not hold or represent interest adverse to the Committee with respect to the matters upon which it is to be engaged. The firm can be reached at: Gerrit M. Pronske, Esq. Jason P. Kathman, Esq. PRONSKE GOOLSBY & KATHMAN, P.C. 901 Main Street, Suite 610 Dallas, TX 75202 Tel: (214) 658-6500 Fax: (214) 658-6509 About Dallas Proton Treatment Center, LLC Dallas Proton Treatment Center, LLC and Dallas Proton Treatment Holdings, LLC filed Chapter 11 bankruptcy petitions (Bankr. N.D. Tex. Case Nos. 15-33783 and 15-33784, respectively) on Sept. 17, 2015. The petitions were signed by James Thomson as chief technology officer/manager. The Debtors, in an amended schedules, disclosed total assets of $47,177,195 and total liabilities of $78,219,361. Gardere Wynne Sewell LLP represents the Debtors as counsel. DALLAS PROTON: Parties Balk at Gardere Employment ------------------------------------------------- Kelcy Warren and Dallas Proton, LLC, objected, on a limited basis, to Dallas Proton Treatment Center, LLC's motion to employ Gardere Wynne Sewell, LLP, as counsel. The parties complained that Gardere is taking instructions from the people who manage Advanced Particle Therapy, LLC, manager of the Debtors. There is simply too much opportunity for the former client to instruct Gardere not as the management of the Debtors, but as APT. The parties added that if Gardere is to serve the interests of all creditors by acting as counsel to the Debtors, Gardere has to explain its past and present relationship with APT to the Court, and to satisfy itself that its retention. On Oct. 9, 2015, the Debtors requested for permission to employ Gardere, to, among other things: a. assist the Debtors in the preparation of all administrative documents required to be filed or prepared herein, and to prepare, on behalf of the Debtors, all necessary applications, motions, answers, responses, orders, reports and other legal documents required; b. assist the Debtors in obtaining Court approval for use of cash collateral or debtor-in-possession financing and other negotiations with secured creditors; and c. take action as is necessary to preserve and protect the Debtors' assets and interests therein, including prosecution actions on the Debtors' behalf, defending any action commenced against the Debtors, and representing the Debtors' interests in negotiations concerning all litigation in which the Debtors are involved, including objections to claims filed against the estate; Gardere has received a $145,066 as retainer for its services. Additionally, Gardere has been compensated for services provided to the Debtors prior to the Petition Date in the ordinary course in the amount of $180,659. Professionals expected to represent the Debtors and their hourly rates are: Name Position Hourly Rates ---- -------- ------------ Holland N. O'Neil Partner $685 Marcus A. Helt Partner $500 Mark C. Moore Associate $300 Karen Oliver Paralegal $235 Gardere will also charge its clients for all other out-of-pocket expenses incurred in connection with the clients' cases. To the best of the Debtors' knowledge, Gardere is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Marcus A. Helt, Esq. Mark C. Moore, Esq. GARDERE WYNNE SEWELL LLP 1601 Elm Street, Suite 3000 Dallas, TX 75201-4761 Tel: (214) 999-3000 Fax: (214) 999-4667 E-mails: mhelt@gardere.com mmoore@gardere.com About Dallas Proton Treatment Center, LLC Dallas Proton Treatment Center, LLC and Dallas Proton Treatment Holdings, LLC filed Chapter 11 bankruptcy petitions (Bankr. N.D. Tex. Case Nos. 15-33783 and 15-33784, respectively) on Sept. 17, 2015. The petitions were signed by James Thomson as chief technology officer/manager. The Debtors, in an amended schedules, disclosed total assets of $47,177,195 and total liabilities of $78,219,361. Gardere Wynne Sewell LLP represents the Debtors as counsel. DENISSE MARTINEZ: Bid for Leave to File Interlocutory Appeal Denied ------------------------------------------------------------------- Judge Gustavo A Gelpi of the United States District Court for the District of Puerto Rico denied Denisse Rodriguez Martinez's motion for leave to file an interlocutory appeal from the United States Bankruptcy Court for the District of Puerto Rico's order. Martinez challenged the bankruptcy court's denial of her application to employ her former attorney, Alexandra Bigas Valedon, as the notary public for the sale of her property. The bankruptcy court denied the application due to conflict of interest. Judge Gelpi found that the bankruptcy court's denial of attorney Bigas Valedon's request to be appointed as notary public for the sale of Martinez's property is not a determination that may materially advance the ultimate termination of the litigation. As such, the judge held that the district court's exercise of discretionary appellate jurisdiction is not recommended. The case is In Re: DENISSE RODRIGUEZ MARTINEZ, Debtor, CASE NO. 3:15-CV-02064-GAG, BANKR. CASE NO. 14-4946 (EAG) (D.P.R.). A full-text copy of Judge Gelpi's November 10, 2015 opinion and order is available at http://is.gd/AJyvABfrom Leagle.com. Denisse J Rodriguez-Martinez is represented by: Modesto Bigas-Mendez, Esq. P.O. Box 7462 Ponce, PR 00732 Tel: (787) 844-1444 Fax: (787) 842-4090 US Trustee is represented by: Jill E. Kelso, Esq. UNITED STATES DEPARTMENT OF JUSTICE George C. Young Federal Building 400 West Washington Street, Suite 1100 Orlando, FL 32801 Tel: (407) 648-6301 Fax: (407) 648-6323 -- and –- Nancy Pujals, Esq. U.S. TRUSTEE OFFICE Edificio Ochoa 500 Tanca Street Suite 301 San Juan, PR 00901-1922 Tel: (787) 729-7444 Fax: (787) 729-7449 E. H. MITCHELL: Court Confirms Third Amended Plan ------------------------------------------------- Judge Jerry A. Brown entered an order confirming E. H. Mitchell & Company's Third Amended Plan of Reorganization with immaterial modifications. Judge Brown's Oct. 26, 2015 order provides that: * The requirements of 28 U.S.C. Sec. 1930 be complied with by the Debtor until the issuance of a Final Decree. * A narrative post-confirmation report is to be filed within 180 days of the effective date, detailing the steps taken toward consummation of the plan. Additional reports are to be filed annually thereafter until a motion for final decree is filed. The Debtor disclosed that these creditors voted in favor of the Plan: Class Claim No. Creditor Amount ----- --------- -------- ------ 1 N/A First National Bank of Picayune $314,000 2 6 Ezkovich & Co., LLC $109,203 7 Kathie B. Rickert $142,659 5 Reginald J. Laurent $675,000 3 3 Standard Gravel Co., In. $116,801 No ballots were received from unsecured insiders (Class 6) and from Brian Furr and Michael Furr on account of their equity interests (Class 7). The Debtor did not receive ballots rejecting the Plan. According to the Debtor, Reginald J. Laurent filed Claim No. 5 on June 18, 2014 in the amount of $2,960,729 and a secured claim in the amount of $3,014,200 as a statutory lien. The matters were tried by Hon. Jane Triche Milazzo in U.S. District Court Case No. 14-959 c/w 14-2222 & 14-2224. Prior to a ruling, the parties advised the Court that a settlement had been reached on the matter. The case was settled between the parties pursuant to a minute entry by Mag. Judge Michael B. North in the amount of $675,000 and Luarent filed a new Proof of Claim on Sept. 4, 2015, in the amount of $675,000. Third Amended Plan, as Modified The Debtor on Sept. 3, 2015, filed its Third Amended Plan of Reorganization Containing Immaterial Modifications. A copy of the document is available for free at: http://bankrupt.com/misc/EH_Mitchell_273_3rd_Am_Plan_IM.pdf The Plan provides that: * The secured Claim of First Nation Bank of Picayune (Class 1) in whatever amount due on the date of confirmation of the Plan (current balance is $275,521) will be re-instated and otherwise continued in full force and effect for the approximately 2 years remaining on it and extended on the same current terms and interest rate for an additional 5 years with all amounts then due and owing due and payable in the form of a balloon note to be executed by the Debtor. * The holders of undisputed unsecured claims of Alan Ezkovich, Kathy Rickert, & Reginald J. Laurent (Class 2) will share pro rata the sum of $17,000 per quarter with the first payment being made on the 91st day after the order confirming the Plan becomes final and non-appealable, or the 91st day after all administrative expense claims are paid in full, whichever date is later. * The unsecured claim of Standard Gravel Co., Inc. (Class 3) is unimpaired under the Plan. * Holders of unsecured insider claims (Class 6) will be satisfied by the payment of $17,000 [per quarter], with the first payment due on the 91st day after all superior classes have been fully satisfied. Any amount deemed to be due and owed to this Class by a court of record will be satisfied only after Classes 2, 3, and 4 have been fully satisfied. * Holders of interests in the Debtor (Class 7) will not receive any distribution on account of their interests, but will be permitted to retain ownership of their interests. Class 4 (Disputed and unliquidated secured claim of Laurent) and Class 5 (Disputed secured claim of insider Steven Furr) were eliminated from the confirmed version of the Plan. About E. H. Mitchell & Company E. H. Mitchell & Company LLC sought protection under Chapter 11 of the Bankruptcy Code on Oct. 8, 2013, (Case No. 13-12786, Bankr. E.D. La.). The case is assigned to Judge Jerry A. Brown. The petition was signed by Michael Furr, secretary/member. The Debtor disclosed $300,027,297 in assets and $1,281,148 in liabilities. The Debtor is represented by Robert L. Marrero, Esq., at Robert Marrero, LLC, in New Orleans, Louisiana. Henry G. Hobbs, Jr., Acting United States Trustee for Region 5, appointed three members to the official committee of unsecured creditors. EASTMOND & SONS: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor affiliates filing separate Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- A.L. Eastmond & Sons, Inc. 15-13214 1175 Leggett Avenue Bronx, NY 10474 Easco Boiler Corp. 15-13215 1175 Leggett Avenue Bronx, NY 10474 Eastmond & Sons Boiler Repair & 15-13217 Welding Service, Inc. 1175 Leggett Avenue Bronx, NY 10474 Type of Business: Welding and boiler repairs specialist Chapter 11 Petition Date: December 1, 2015 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Judge: Hon. Sean H. Lane Debtors' Counsel: Tracy L. Klestadt, Esq. KLESTADT WINTERS JURELLER SOUTHARD & STEVENS, LLP 200 West 41st Street, 17th Floor New York, NY 10036-7203 Tel: (212) 972-3000 Fax: (212) 972-2245 Email: tklestadt@klestadt.com - and - Stephanie R. Sweeney, Esq. KLESTADT WINTERS JURELLER SOUTHARD & STEVENS, LLP 200 West 41st Street, 17th Floor New York, NY 10036 Tel: 212-972-3000 Fax: 212-972-2245 Email: ssweeney@klestadt.com - and - Maeghan J. McLoughlin, Esq. KLESTADT WINTERS JURELLER SOUTHARD & STEVENS, LLP 200 West 41st Street, 17th Floor New York, NY 10036 Tel: 212-972-3000 Email: mmcloughlin@klestadt.com Estimated Estimated Assets Liabilities ----------- ----------- A.L. Eastmond & Sons $27.93MM $14.78MM Easco Boiler Corp. $1MM-$10MM $10MM-$50MM Eastmond & Sons Boiler $1MM-$10MM $10MM-$50MM The petition was signed by Arlington Leon Eastmond, Jr., president. List of A.L. Eastmond & Sons, Inc.'s 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Day Pitney, LLP $464,603 P.O. Box 416234 Boston, MA 02241 First Insurance Funding $160,185 NYS Insurance Fund $59,431 NYC Waterboard $41,827 Marks Paneth $35,835 Faust Goetz Schenker & Blee $26,121 Keen-Summit Capital Partners $25,717 Ford Credit $23,682 Ford Credit $17,795 Lambent Risk Management $14,746 Ford Credit $13,914 NYC Department of Finance $9,015 Expert Sprinkler Maintenance $8,500 Elite Investigations, Ltd. $6,079 QEC Electrical Services Corp. $6,000 Michael Development $5,665 Andrews Technology HMS, Inc. $2,406 Brandt, Steinberg & Lewis, LLP $2,325 Finance Commissioner, NYC $2,200 Fire Department of New York $2,100 EASTMOND & SONS: Files for Chapter 11 to Avoid Foreclosure ---------------------------------------------------------- New York based and family-owned HVAC companies A. L. Eastmond & Sons, Inc., et al., sought for Chapter 11 bankruptcy protection in order to stop a foreclosure and sale of their collateral properties by their secured lender. The Debtors said the filing was necessary to preserve the value of the Collateral and maintain their business as a going concern. The Debtors believe that through chapter 11, they can restructure their business into a leaner, more efficient operation that can return to profitability. According to documents filed with the Court, the Debtors are parties to pre-petition secured financing agreements with CCHP, LLC (as assignee of Stabilis Fund, II, LLC, as assignee of Sovereign Bank), in the outstanding amount as of the Petition Date of approximately $11,973,346, including legal fees. The Pre-petition Secured Credit Agreement is secured by various of the Debtors' real estates with a combined market value of $21,100,000. Arlington Leon Eastmond, Jr., president of the Debtors, said that in or around December 2009, the Debtors suffered from a lack of liquidity and declining revenue resulting from the economic recession and defaulted under a Secured Credit Agreement by, among other things, failing to meet certain financial covenants and make certain payments when due. CCHP, LLC's predecessor filed a complaint before the Supreme Court of the State of New York, County of Bronx, Index No. 381158/13, against the Debtors, Mr. Eastmond, and others, asserting breach of the guaranties and seeking foreclosure and sale of its interests in the Collateral Properties. Mr. Eastmond disclosed the Debtors and the Secured Lender entered into good faith negotiations in an attempt to reach a settlement of the Foreclosure Action. Notwithstanding the Debtors' continued negotiations with the Secured Lender, on Oct. 29, 2015, the Secured Lender filed a Motion in the Foreclosure Action seeking, among other things, a final Judgment of Foreclosure and Sale of the Collateral Properties, which was scheduled to be heard on Dec. 2, 2015. In addition to the Foreclosure Action, the Debtors were involved in defending multiple litigations, requiring legal services of various litigation counsel in the years leading up to the Petition Date. During the pendency of their Chapter 11 cases, the Debtors said they intend to increase liquidity by selling real estate for maximum value, repaying and/or refinancing their obligations under the Pre-petition Secured Credit Agreement, and resolving their pending litigation. The Debtors have retained real estate brokers, including Keen-Summit Capital Partners LLC, to market certain of the Collateral Properties that could be sold to repay their obligations to the Secured Lender. The Debtors believe that the Chapter 11 process affords a better opportunity to provide a greater return to their creditors than any alternative wind down or liquidation process. The Debtors intend to emerge from Chapter 11 to continue their legacy of providing high quality products and services for future generations. First Day Motions In order to continue operating effectively as debtors in possession, the Debtors said they require approval of certain transactions and dealings immediately. The Debtor seek permission from the Bankruptcy Court to pay employee wages, use cash collateral, and to honor a prepetition insurance premium finance agreement. A copy of the affidavit in support of the First Day Motions is available for free at: http://bankrupt.com/misc/4_EASTMOND_Affidavit.pdf About Eastmond & Sons A.L. Eastmond & Sons, Inc., Easco Boiler Corp. and Eastmond & Sons Boiler Repair & Welding Service, Inc. filed Chapter 11 bankruptcy petitions (Bankr. S.D.N.Y. Case Nos. 15-13214, 15-13215 and 15-13217, respectively) on Dec. 1, 2015. The petitions were signed by Arlington Leon Eastmond, Jr., as president. The Debtors have engaged Klestadt Winters Jureller Southard & Stevens, LLP as counsel. The Debtors listed total assets of $34.59 million and total liabilities of $40.79 million. Judge Sean H. Lane has been assigned the case. The Debtors have provided products and services in over 15,000 locations throughout the tristate area and beyond, including Yankee Stadium, the Trump Towers, Kings County Supreme Court, New York Botanical Garden/Bronx Zoo, Queens County Civil Court, North Shore University, Detroit School District, the Garfield Park Field House in Chicago, Illinois, and the National Geographic Building in Washington, D.C., to name a few. EASTMOND & SONS: Seeks Joint Administration of Cases ---------------------------------------------------- A. L. Eastmond & Sons, Inc., Easco Boiler Corp. and Eastmond & Sons Boiler Repair & Welding Service, Inc. ask the Bankruptcy Court to direct the joint administration of their Chapter 11 cases for procedural purposes only. Bankruptcy Rule 1015(b) provides that "[i]f ... two or more petitions are pending in the same court by or against ... a debtor and an affiliate, the court may order a joint administration of the estates." As a result of their common ownership, the Debtors said they are "affiliates" as that term is defined under Section 101(2) of the Bankruptcy Code. The Debtors believe that joint administration of their Chapter 11 cases is warranted because their financial affairs and business operations are closely related. Entry of an order directing joint administration of these cases will avoid duplicative notices, applications and orders, and will thereby save considerable time and expense for the Debtors and result in substantial savings to their estates, the Debtors maintain. According to the Debtors, the rights of their respective creditors will not be adversely affected by joint administration of these cases because this Motion requests only administrative consolidation of the estates. About Eastmond & Sons A.L. Eastmond & Sons, Inc., Easco Boiler Corp. and Eastmond & Sons Boiler Repair & Welding Service, Inc. filed Chapter 11 bankruptcy petitions (Bankr. S.D.N.Y. Case Nos. 15-13214, 15-13215 and 15-13217, respectively) on Dec. 1, 2015. The petitions were signed by Arlington Leon Eastmond, Jr., as president. The Debtors have engaged Klestadt Winters Jureller Southard & Stevens, LLP as counsel. The Debtors listed total assets of $34.59 million and total liabilities of $40.79 million. Judge Sean H. Lane has been assigned the case. The Debtors have provided products and services in over 15,000 locations throughout the tristate area and beyond, including Yankee Stadium, the Trump Towers, Kings County Supreme Court, New York Botanical Garden/Bronx Zoo, Queens County Civil Court, North Shore University, Detroit School District, the Garfield Park Field House in Chicago, Illinois, and the National Geographic Building in Washington, D.C., to name a few. EASTMOND & SONS: Wants to Use Secured Parties' Cash Collateral -------------------------------------------------------------- A. L. Eastmond & Sons Inc., Easco Boiler Corp. and Eastmond & Sons Boiler Repair & Welding Service, Inc. seek authority from the Bankruptcy Court to use cash collateral securing the indebtedness to CCHP LLC and other parties, to fund their day-to-day business operations during the pendency of their Chapter 11 cases. The Debtors intend to use Cash Collateral for general operating expenses and costs incurred in the ordinary course of business. These parties hold interest in the Debtors' cash collateral: (1) CCHP, LLC, (2) The Estates of Crystal House Ltd., (3) City of New York, (4) Enviro Probe Inc., (5) Board of Trustees of the Service Employees 32BJ North Health Benefit Fund and the Service Employees 32BJ North Health Pension Fund and the Service Employees 12BJ North Legal Services Fund, (6) Service Employees 32BJ North Health Benefit Fund (the Health Fund), Service Employees 32BJ North Pension Fund (Pension Fund) and Service Employees 32BJ North Legal Services Fund (Legal Fund), (7) Commissioner of Labor, State of New York, (8) Criminal Court of the City of New York, (9) Internal Revenue Service, (10) New York State Department of Tax & Finance, and (11) City of New York Law Department. The Debtors propose to use Cash Collateral for an interim duration of cash period of 15 days and a final period of 90 days following the collateral Petition Date, which may be extended upon further approval of the Court. As of the Petition Date, the aggregate amount outstanding under the Prepetition Secured Credit Agreement with CCHP, together with accrued and unpaid interest, is $11,973,346. The Debtors believe that the Secured Lender is oversecured. The Debtors relate that pursuant to a recent third party appraisal conducted in connection with a potential refinancing facility, as of Sept. 1, 2015, the Collateral Properties have a combined market value of $21,100,000. The Debtors propose to provide adequate protection to the Secured Lender, the Easco Secured Creditors and the Eastmond & Sons Secured Creditors. Although the Secured Lender is fully secured, the Secured Lender will receive replacement liens on the Debtors' post-interest in cash petition receivables, inventory and proceeds of the Estate Collateral Collateral Properties, to the same extent and with the same priority and validity that they had as of the Petition Date. The Debtors will also provide the Secured Lender with monthly interest payments as set forth in the Budget at the Wall Street Journal prime rate. The Easco Secured Creditors and the Eastmond & Sons Secured Creditors will receive replacement liens on the applicable Debtor's post-petition receivables, inventory and other assets, to the same extent and with the same priority and validity that they had as of the Petition Date. The Debtors are not seeking any carve-out from the Cash Collateral for professional fees or to reserve funds in the event of conversion or dismissal of these cases. About Eastmond & Sons A.L. Eastmond & Sons, Inc., Easco Boiler Corp. and Eastmond & Sons Boiler Repair & Welding Service, Inc. filed Chapter 11 bankruptcy petitions (Bankr. S.D.N.Y. Case Nos. 15-13214, 15-13215 and 15-13217, respectively) on Dec. 1, 2015. The petitions were signed by Arlington Leon Eastmond, Jr., as president. The Debtors have engaged Klestadt Winters Jureller Southard & Stevens, LLP as counsel. The Debtors listed total assets of $34.59 million and total liabilities of $40.79 million. Judge Sean H. Lane has been assigned the case. The Debtors have provided products and services in over 15,000 locations throughout the tristate area and beyond, including Yankee Stadium, the Trump Towers, Kings County Supreme Court, New York Botanical Garden/Bronx Zoo, Queens County Civil Court, North Shore University, Detroit School District, the Garfield Park Field House in Chicago, Illinois, and the National Geographic Building in Washington, D.C., to name a few. EDELMAN FINANCIAL: Moody's Assigns B1 CFR, Outlook Stable --------------------------------------------------------- Moody's Investors Service has assigned a B1 corporate family rating to The Edelman Financial Center, LLC (OpCo, "Edelman") following the announcement of the leveraged buyout of Edelman Financial, L.P. (HoldCo, "EFS") by private equity firm Hellman & Friedman. Moody's has also assigned B1 ratings to a $30 million revolving credit facility and a $230 million senior secured term loan, the proceeds of which will be used to fund the transaction. The buyout of Edelman Financial, L.P. will also be funded with equity supplied by Hellman & Friedman, Lee Equity Partners and EFS senior management, including founder and CEO Ric Edelman. The outlook on the aforementioned ratings is stable. RATINGS RATIONALE The B1 corporate family rating reflects the strength of Edelman's wealth management platform and the rapid and consistent growth of its assets under management (AUM), which were $15.3 billion as of Oct. 31, 2015. The rating incorporates positive trends in the company's credit profile, largely driven by its increasing, albeit small, scale, strong asset retention and its successful focus on the mass affluent segment in the highly fragmented Registered Investment Advisor (RIA) universe. Despite this positive momentum, Moody's views Edelman's leverage, at 5.2X, to be a risk, given the company's small scale, concentration in a single distribution channel (retail) and a below-average pre-tax income margin. Additionally, the central role played by founder and CEO Ric Edelman in the asset gathering process gives rise to substantive levels of key man risk. Rather uniquely, the company relies on the popularity of Mr. Edelman's weekly radio shows, television appearances and best-selling financial advice books to grow its asset base. Moody's notes that while the company has taken proactive steps to mitigate this risk, it still remains, nevertheless. The ratings and/or outlook could see upward pressure based on clear evidence of continued growth in scale, progress in lowering leverage, enhanced profitability, improved product diversification and/or the mitigation of key man risk associated with Mr. Edelman. With its approach of investing client assets in proprietary portfolios consisting primarily of passive, low-cost third-party mutual funds and ETFs, Edelman is well-positioned to take advantage of the secular flow of assets out of active management. However, should this trend reverse, the company's limited product offering could put downward pressure on the rating. These ratings were assigned: Long Term Corporate Family Rating -- B1 $230 million Senior Secured Term Loan -- B1 $30 million Senior Secured Revolving Credit Facility -- B1 The Edelman Financial Center, LLC is one of the largest independent Registered Investment Advisor firms in the United States and has provided integrated financial planning and investment management services for 28 years. As of Oct. 31, 2015, the company served over 28,000 households and had approximately $15.3 billion in assets under management. The principal methodology used in these ratings was Asset Managers: Traditional and Alternative published in February 2014. EDELMAN FINANCIAL: S&P Assigns 'B+' ICR, Outlook Stable ------------------------------------------------------- Standard & Poor's Ratings Services said it assigned its 'B+' issuer credit rating on The Edelman Financial Center LLC. The outlook is stable. At the same time, S&P assigned its 'B+' issue rating and '3' recovery rating on the company's proposed $230 million first-lien term loan B with a seven-year maturity and $30 million five-year revolving credit facility. The '3' recovery rating indicates S&P's expectation for meaningful recovery (50%-70%; lower end of the range) in the event of a payment default. Edelman is a registered investment adviser that provides integrated financial planning and investment management services using a fee-based, automatically rebalancing wrap program that utilizes low-cost exchange-traded funds and mutual funds and focuses on mass affluent customers. Hellman & Friedman LLC (H&F), a private equity firm, is acquiring a majority stake of Edelman. The existing owners, Lee Equity Partners LLC, and the company's management will roll over a significant minority interest in the transaction. "Our assessment of the company's business risk profile reflects the company's narrow business model and a relatively limited competitive advantage in a highly competitive asset management industry," said Standard & Poor's credit analyst Olga Roman. Additionally, with $15.3 billion assets under management (AUM) as of Oct. 31, 2015, Edelman is one of the smallest asset managers S&P rates. The company's consistent positive net flows and customer diversification only partially offset those weaknesses. Edelman's business model is centered on serving the mass affluent segment, which the company defines as consumers with investible assets between $100,000 and $2 million. The average household account has client assets of about $500,000. The core of the Edelman approach is personal financial planning and advice. Most investments are managed in the Edelman Managed Asset Program, which selects asset allocation models based on client circumstances including risk tolerances, time horizon, and investment objectives. The stable outlook reflects S&P's expectation that Edelman will continue increasing its AUM while maintaining its profitability and financial risk profile. S&P expects the company to operate with debt to EBITDA below 5x and maintain adequate liquidity in the next 12 to 18 months. S&P could lower the ratings if Edelman's debt to EBITDA rises above 5x because of either an unexpected drop in AUM or an increase in debt. S&P could also lower the ratings if Mr. Edelman left the company and it resulted in meaningful disruptions in the company's business or if the company faced operational issues or significant civil litigation. Given the company's relatively small AUM base and narrow business model, as well as the private equity ownership, S&P views an upgrade of Edelman as highly unlikely over the next 12 to 18 months. EDUCATION REALTY: S&P Raises Corp. Credit Rating From BB+ --------------------------------------------------------- Standard & Poor's Ratings Services raised its corporate credit rating on Education Realty Trust Inc. and its operating partnership, Education Realty Operating Partnership LP (collectively, EDR) to 'BBB-' from 'BB+'. The outlook is stable. S&P affirmed the 'BBB-' issue-level rating on the company's senior unsecured notes and the recovery rating was withdrawn. "The upgrade acknowledges EDR's improved credit metrics following the early November equity issuance that resulted in proceeds of approximately $270 million and reflects the company's strong leasing results for the 2015/2016 academic year," said credit analyst Michael Souers. S&P believes EDR's stabilized communities will deliver modest growth, supported by favorable near-term fundamentals, and will be supplemented by the delivery of new development projects currently in process. These factors support the stable outlook. In addition, the outlook incorporates S&P's expectation that the company will sustain debt to EBITDA below 7x, while the company continues to transition to a more conservative balance sheet by relying less on its revolver and variable rate financing. Although unlikely in the near term, S&P would consider a downgrade if fixed-charge coverage falls below 2.5x or debt to EBITDA rises above 7x, potentially driven by leveraged growth or a failure to lease up the portfolio ahead of the academic year. S&P would also consider lowering the rating if the company significantly increases its development pipeline or if it encounters any operational stumbles. While also unlikely over the next 24 months, S&P would consider raising the rating if EDR increases its scale meaningfully on a leverage-neutral basis, while prudently pursuing development and managing appropriate liquidity to finance projects. EDR would also need to sustain current positive operating and leasing momentum and become less reliant on its revolving credit facility. Although unlikely, S&P could also raise the rating if the company operated with significantly less leverage, such that debt to EBITDA fell to below 4.5x and FCC rose to the mid-3x area for a sustained period. EHC LLC: Case Summary & 16 Largest Unsecured Creditors ------------------------------------------------------ Debtor: EHC, LLC 36 W. Randolph Street Chicago, IL 60601 Case No.: 15-40866 Nature of Business: Single Asset Real Estate Chapter 11 Petition Date: December 1, 2015 Court: United States Bankruptcy Court Northern District of Illinois (Chicago) Judge: Hon. Timothy A. Barnes Debtor's Counsel: Nikola Duric, Esq. DURIC LAW OFFICES 810 Busse Highway Park Ridge, IL 60068 Tel: (847) 656-5410 Email: duriclaw@att.net Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million A list of the Debtor's 16 largest unsecured creditors is available for free at http://bankrupt.com/misc/ilnb15-40866.pdf ELBIT IMAGING: Korean MFDS OKs Exablate Neuro System Treatment -------------------------------------------------------------- Elbit Imaging Ltd. announced that it was informed by InSightec Ltd., that the Korean Ministry of Food and Drug Safety has approved its Exablate Neuro system to treat movement, pain and behavioral disorders. Insightec's Exablate Neuro platform is transforming medicine by presenting a non-invasive treatment alternative that combines two technologies: Focused Ultrasound, which is used to lesion the targeted tissue deep in the brain, and Magnetic Resonance Imaging (MRI), which is used to guide the ultrasound waves to the specific target tissue and provide real-time feedback on treatment progress and outcome. The result of the above integration is a breakthrough therapy platform that enables outpatient procedures. This regulatory approval allows Korean patients suffering from neurological disorders which cause significant disability access to a new, non-invasive treatment option that does not require open surgery. Previous treatment options for patients who do not respond to drugs include deep brain stimulation, radiofrequency ablation and radiosurgery which are highly invasive and/or involve risks such as ionizing radiation, infection, bleeding and collateral brain tissue damage. The Company holds approximately 89.9% of the share capital of Elbit Medical Technologies Ltd. (TASE: EMTC-M) (on a fully diluted basis) which, in turn, holds approximately 29.6% of the share capital in InSightec (on a fully diluted basis). 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. ELBIT IMAGING: Reports Third Quarter Results for 2015 ----------------------------------------------------- Elbit Imaging Ltd. reported a net loss of NIS 2.35 million on NIS 31.30 million of total revenues for the three months ended Sept. 30, 2015, compared to a net loss of NIS 32.10 million on NIS 245.14 million of total revenues for the same period in 2014. For the nine months ended Sept. 30, 2015, the Company reported a net loss of NIS 203 million on NIS 298.62 million of total revenues compared to net profit of NIS 951 million on NIS 342 million of total revenues for the same period last year. As of Sept. 30, 2015, Elbit Imaging had NIS 2.83 billion in total assets, NIS 2.47 billion in total liabilities and NIS 364 million in shareholder' equity. General and administrative expenses amounted to NIS 2 million (US$ 0.6 million) in Q3 2015 compared to NIS 8 million in Q3 2014. The decrease was mainly attributable to the efficiency measures taken by the Company in Q3 2015 reducing the general and administrative costs in the Company's headquarters. A full-text copy of the press release is available for free at: http://is.gd/NIjTau 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. EMERALD ISLE: Files Schedules of Assets and Liabilities ------------------------------------------------------- Emerald Isle Partners, L.L.C. filed with the U.S. Bankruptcy Court District of Arizona its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $10,000,000 B. Personal Property $25 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $423,200 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-priority Claims $0 ----------- ----------- TOTAL $10,000,000 $423,200 A full-text copy of the Schedules is available at: http://bankrupt.com/misc/azb15-15165.html About Emerald Isle Emerald Isle Partners, L.L.C. filed a Chapter 11 bankruptcy petition (Bankr. D. Ariz. Case No. 15-15165) on Nov. 30, 2015. The petition was signed by Patrick J. Murphyk as authorized representative. The Debtor listed total assets of $10 million and total liabilities of $423,200. Allan D Newdelman PC represents the Debtor as counsel. Judge Daniel P. Collins is assigned to the case. EMPRESAS PLAYA: Case Summary & 16 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Empresas Playa Joyuda, Inc. dba Hotel Perichi's dba Perichi's Steak & Sea HC-03 Box 16310 Cabo Rojo, PR 00623 Case No.: 15-09594 Chapter 11 Petition Date: December 1, 2015 Court: United States Bankruptcy Court District of Puerto Rico (Ponce) Debtor's Counsel: Victor Gratacos Diaz, Esq. GRATACOS LAW FIRM, P.S.C. P.O. BOX 7571 Caguas, PR 00726 Tel: 787 746-4772 Email: bankruptcy@gratacoslaw.com Total Assets: $939,685 Total Liabilities: $2.74 million The petition was signed by Julio Cesar Perez Perichi, president and treasurer. A list of the Debtor's 16 largest unsecured creditors is available for free at http://bankrupt.com/misc/prb15-09594.pdf ENERGY FUTURE: Judge Approves Major Peace Deals in Plan Fight ------------------------------------------------------------- Matt Chiappardi at Bankruptcy Law360 reported that a Delaware bankruptcy judge gave Energy Future Holdings Corp. the go-ahead on Nov. 25, 2015, for a series of settlements with bondholders and others that knock out the major opposition to the power giant's Chapter 11 plan and are expected to significantly smooth and truncate the debtor's path to confirmation. During a hearing in Wilmington, U.S. Bankruptcy Judge Christopher S. Sontchi said that the three peace deals EFH struck with factions that had been opposing its strategy to deal with some $42 billion in debt were "eminently reasonable." About Energy Future Holdings Corp. Energy Future Holdings Corp., formerly known as TXU Corp., is a privately held diversified energy holding company with a Portfolio of competitive and regulated energy businesses in Texas. Oncor, an 80 percent-owned entity within the EFH group, is the Largest regulated transmission and distribution utility in Texas. The Company delivers electricity to roughly three million delivery points in and around Dallas-Fort Worth. EFH Corp. was created in October 2007 in a $45 billion leverage buyout of Texas power company TXU in a deal led by private-equity companies Kohlberg Kravis Roberts & Co. and TPG Inc. On April 29, 2014, Energy Future Holdings and 70 affiliated companies sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 14-10979) after reaching a deal with some key financial stakeholders to keep its businesses operating while reducing its roughly $40 billion in debt. The Debtors' cases have been assigned to Judge Christopher S. Sontchi (CSS). The Debtors are seeking to have their cases Jointly administered for procedural purposes. As of Dec. 31, 2013, EFH Corp. reported assets of $36.4 billion in book value and liabilities of $49.7 billion. The Debtors have $42 billion of funded indebtedness. EFH's legal advisor for the Chapter 11 proceedings is Kirkland & Ellis LLP, its financial advisor is Evercore Partners and its restructuring advisor is Alvarez & Marsal. The TCEH first lien lenders supporting the restructuring agreement are represented by Paul, Weiss, Rifkind, Wharton & Garrison, LLP as legal advisor, and Millstein & Co., LLC, as financial advisor. The EFIH unsecured creditors supporting the restructuring agreement are represented by Akin Gump Strauss Hauer & Feld LLP, as legal advisor, and Centerview Partners, as financial advisor. The EFH equity holders supporting the restructuring agreement are represented by Wachtell, Lipton, Rosen & Katz, as legal advisor, and Blackstone Advisory Partners LP, as financial advisor. Epiq Systems is the claims agent. Wilmington Savings Fund Society, FSB, the successor trustee for the second-lien noteholders owed about $1.6 billion, is represented by Ashby & Geddes, P.A.'s William P. Bowden, Esq., and Gregory A. Taylor, Esq., and Brown Rudnick LLP's Edward S. Weisfelner, Esq., Jeffrey L. Jonas, Esq., Andrew P. Strehle, Esq., Jeremy B. Coffey, Esq., and Howard L. Siegel, Esq. An Official Committee of Unsecured Creditors has been appointed in the case. The Committee represents the interests of the unsecured creditors of ONLY of Energy Future Competitive Holdings Company LLC; EFCH's direct subsidiary, Texas Competitive Electric Holdings Company LLC; and EFH Corporate Services Company, and of no other debtors. The Committee has selected Morrison & Foerster LLP and Polsinelli PC for representation in this high-profile energy restructuring. The lawyers working on the case are James M. Peck, Esq., Brett H. Miller, Esq., and Lorenzo Marinuzzi, Esq., at Morrison & Foerster LLP; and Christopher A. Ward, Esq., Justin K. Edelson, Esq., Shanti M. Katona, Esq., and Edward Fox, Esq., at Polsinelli PC. ESSIE JAMES: Bid to Dismiss TILA Claim Granted ---------------------------------------------- Judge S. Thomas Anderson of the United States District Court for the Western District of Tennessee, Western Division, granted the motion to dismiss filed by defendants Petra Finance, LLC; Clear Springs Loan Service, Inc.; and Rubin Lublin TN, P.L.L.C. as to the plaintiffs Essie and William James' claim for violation of Regulation Z of the Truth in Lending Act. Essie and William James filed a petition to enjoin a foreclosure sale and for rescission of a loan agreement and complaint for money damages in the Chancery Court for Shelby County, Tennessee for the Thirtieth Judicial District at Memphis. The complaint was removed by the defendants to the district court because federal question jurisdiction exists over the plaintiffs' TILA claim and supplemental jurisdiction over the remaining claims. Judge Anderson held that the complaint failed to state a TILA claim, the only cause of action over which his court has original jurisdiction. The judge found that the TILA claim is time-barred because the plaintiffs filed suit over the alleged TILA violation more than three years after the statute of limitations had expired. Thus, Judge Anderson granted the defendants' Motion to Dismiss but only as to the TILA claim, and declined to exercise supplemental jurisdiction over the remaining claims under Tennessee law. The claims were remanded back to the Shelby County Chancery Court. The case is ESSIE JAMES and WILLIAM JAMES, Plaintiffs, v. PETRA FINANCE, LLC; CLEAR SPRINGS LOAN SERVICES, INC.; NATIONAL HOUSING PROTECTION AGENCY, INC.; and RUBIN LUBLIN TN, P.L.L.C., Defendants, NO. 15-2297-STA-CGC (W.D. Tenn.). A full-text copy of Judge Anderson's November 17, 2015 order is available at http://is.gd/TuyNPFfrom Leagle.com. Essie James and William James are represented by: Webb A. Brewer, Esq. BREWER & BARLOW PLC. 1755 Kirby Parkway, Suite 110 Memphis, TN 38120 Tel: (901) 757-3360 Fax: (901) 757-3361 Email: webb@brewerbarlow.com Petra Finance, LLC, Clear Springs Loan Services, Inc.and Rubin Lublin TN, P.L.L.C. are represented by: Jody Charles Campbell, Esq. RUBIN LUBLIN, LLC 3740 Davinci Court Suite 150 Peachtree Corners, Georgia 30092 Tel: (770) 246-3300 Fax: (404) 601-5846 Email: jcampbell@rubinlublin.com EXPEDIA INC: Moody's Assigns Ba1 Rating on New Sr. Unsecured Notes ------------------------------------------------------------------ Moody's Investors Service assigned a rating of Ba1 to Expedia, Inc.'s proposed senior unsecured note issuance. The rating outlook is stable. The net proceeds from the debt issuance will be used to help fund the proposed acquisition of HomeAway, Inc., an online marketplace for vacation rentals, for about US $3.9 billion in cash and stock and to provide additional domestic liquidity. RATINGS RATIONALE Expedia's Ba1 rating is supported by the company's leading domestic position in the growing online travel agency market and moderate financial leverage for the rating category of mid to high 2 times pro forma for the acquisitions of HomeAway and Orbitz (in Sept. 2015 for $1.8 billion). Despite the increase to leverage, the recent acquisition activity will enhance Expedia's already strong market position in the global online travel market. Expedia will likely continue to benefit from an online travel market that should experience growth rates in excess of the broader travel industry, especially in emerging markets. Moody's projects improving profitability with adjusted operating margins in the mid-teens percentage over the next year driven by the May 2015 sale of Expedia's 62.4% majority stake in eLong, Inc., a leading OTC in China, whose losses weighed on Expedia's profitability. In addition, Expedia will likely achieve sizable cost synergies from the purchase from Orbitz and HomeAway, while increasing operating leverage from past technology and selling and marketing spend. These benefits will be partly offset by continuing investments in other international markets and mobile offerings. Expedia operates in a highly competitive market with exposure to ongoing competition from supplier-owned and other third party online travel sites. This raises the potential for continued acquisition activity within a rapidly evolving online travel industry. The possibility also exists that Expedia could choose to buy back Liberty's ownership stake of about 18%. In addition, there is concentrated voting control by Barry Diller (about 60% of the stock), which enables him to influence the company's corporate actions (e.g., acquisitions, business combinations, share repurchases, etc.), which could adversely affect bondholders' interests. While event risk remains a key rating factor, Moody's believes that improving profits and cash flow going forward will lead to enhanced liquidity over the next several years. This will likely enable Expedia to absorb some level of heightened share buybacks or acquisition activity. The stable outlook reflects Moody's expectation of double digit annual revenue growth in constant currency, free cash flow (after dividend payments) of about $1 billion in 2016, and financial leverage below 3 times (adjusted debt to EBITDA). The ratings could be upgraded if Expedia maintains its leading market share among third party, hotelier, and airline online travel websites, continues to generate profitable organic revenue growth with steady operating margins in excess of 20%, and Moody's expects the company to adhere to conservative financial policies, including adjusted leverage of about 2 times on a sustained basis. The ratings could be lowered if Expedia's competitive position weakens materially (e.g., revenue declines of 5% and operating margins below 10%), or financial leverage as measured by debt to EBITDA adjusted for leases increases over 3.5x for an extended period of time. Rating assigned: Senior unsecured notes at Ba1 (LGD 4) The principal methodology used in these ratings was Business and Consumer Service Industry published in December 2014. Expedia, Inc., with projected annual revenues nearing $7 billion, is a leading online travel agency (OTA) with properties which include Expedia.com, Hotwire.com, Hotels.com, Egencia, trivago, Travelocity, and Orbitz. FOREST PARK MEDICAL: Dallas, Fort Worth Hospitals in Ch 11 Bankr. ----------------------------------------------------------------- Forest Park Medical Center's hospitals in Dallas and Fort Worth filed for Chapter 11 bankruptcy protection on Nov. 30, 2015, Bill Hethcock at Dallas Business Journal reports. The borrower under the Forest Park - Dallas mortgage loan and the borrower under the Forest Park - Fort Worth construction loan each filed a petition for relief under Chapter 11 of the U.S. Bankruptcy Code in the Northern District of Texas. The Borrowers are the owners of the real estate of the respective facilities and lease the facilities to physician-owned entities operating under the Forest Park name. Max B. Baker at Star-Telegram reports that FPMC Fort Worth Realty Partners LP, which holds the construction loan on the hospital in Fort Worth's southwest side, filed the Chapter 11 petition. The bankruptcy is not expected to affect operations at the hospital, the report states, citing Jim Davis, CEO of Forest Park Medical Center Fort Worth. According to Business Journal, Todd Furniss, CEO of Neal Richards Group, the developer of the Dallas-based hospital system's facilities, said that the two hospitals were slated for foreclosure auction on Dec. 1, 2015. Due to the bankruptcy filing, the auction will not take place, the report states, citing Mr. Furniss, who is also chairman of the Forest Park system's management company. Sabra Health Care REIT, Inc., said, "We expect the Borrowers' bankruptcy petitions to result in a competitive sales process of the Borrowers' assets where we would have the ability to credit bid up to the level of our investments. If the bankruptcy process does not result in a timely sale of either asset to a suitable buyer, we expect to request the Bankruptcy Court to lift the automatic stay to allow a foreclosure sale under the appropriate deed of trust to take place." While bankruptcy is sometimes a "delaying tactic," the Borrowers in this case actually have "real buyers" interested in acquiring the properties, Star-Telegram relates, citing officials at Sabra Texas Holdings, part of the Sabra Health Care REIT. Court documents say that Sabra Texas posted the hospital for sale in November after Forest Park Fort Worth missed an interest payment on a $66.8 million construction loan. According to the Fort Worth filing, the hospital's assets are between $100 million and $500 million, while liabilities are between $50 million and $100 million. The Dallas hospital estimated in its filing that its assets are between $50 million and $100 million, and that its liabilities are between $100 million and $500 million. About Sabra Health Sabra Health Care REIT, Inc., a Maryland corporation, operates as a self-administered, self-managed real estate investment trust that, through its subsidiaries, owns and invests in real estate serving the healthcare industry. Sabra Health leases properties to tenants and operators throughout the United States and Canada. About Forest Park Medical Forest Park Medical Center at Frisco, LLC filed Chapter 11 bankruptcy petition (Bankr. E.D. Tex. Case No. 15-41684) on Sept. 22, 2015. The petition was signed by Michael Miller, the CRO. The Debtor estimated assets and liabilities in the range of $10 million to $50 million. The Debtor is a doctor-owned Texas limited liability company that owns and operates a 54-bed state-of-the-art medical facility, including 30 private rooms, 14 family suites, and 10 intensive care rooms in Frisco, Texas. Hon. Brenda T. Rhoades is assigned to the case. Lewis Brisbois Bisgaard & Smith LLP serves as counsel to the Debtor. FRESH PRODUCE: Taps Hein & Associates to Prepare Tax Returns ------------------------------------------------------------ The U.S. Bankruptcy Court for the District of Colorado authorized Fresh Produce Holdings, LLC, et al., to employ Hein & Associates LLP as accountants for Debtors. The Debtors related that they have not filed their 2014 or 2015 federal, state, and local income and franchise tax returns. Accordingly, Hein will (i) prepare the Debtors' income tax returns for 2014-2016; and (ii) advise the Debtors on other income tax matters as to which the Debtors specifically request advice. Hein will charge the Debtors a flat fee of $20,000 per tax year, plus $5,000 for the stub year of 2016, with total estimated fees of $45,000. Additionally, the Debtors will reimburse Hein for its out-of-pocket expenses incurred in connection with the engagement. To the best of the knowledge of the Debtors, Hein is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The Debtors are represented by: Michael J. Pankow, Esq Joshua M. Hantman, Esq. Rafael R. Garcia-Salgado, Esq. BROWNSTEIN HYATT FARBER SCHRECK, LLP 410 17th Street, Suite 2200 Denver, CO 80202 Tel: (303) 223-1100 Fax: (303) 223-1111 E-mails: mpankow@bhfs.com jhantman@bhfs.com rgarcia@bhfs.com About Fresh Produce Holdings Headquartered in Boulder, Colorado Fresh Produce -- http://www.freshproduceclothes.com/-- designed, developed and marketed women's apparel and accessories. Its products were available in 26 company-owned boutiques located across the United States, as well as 400 independent retail locations. Fresh Produce Holdings, LLC, and five separate entities filed Chapter 11 petitions (Bankr. D. Col. Lead Case No. 15-13485) in Denver, on April 4, 2015. Fresh Produce disclosed $15,657,041 in assets and $13,320,303 in liabilities as of the Chapter 11 filing. Subsidiaries earlier commenced bankruptcy cases on April 2, 2015: FP Brogan-Sanibel Island, LLC (Case No. 15-13420), Fresh Produce Coconut Point, LLC (Case No. 15-13421), Fresh Produce of St. Armands, LLC (Case No. 15-13417), Fresh Produce Retail, LLC (15-13415), and Fresh Produce Sportswear, LLC (15-13416). The Debtors tapped Michael J. Pankow, Esq., at Brownstein Hyatt Farber Schreck, in Denver, as counsel. Following an auction on May 9, 2015, Blue Stripe LLC emerged as the winning bidder for most of the Debtors' assets, with its $7,093,000 offer, beating stalking horse bidder Yellen Partners, which made an opening bid of $5,600,000. The Court approved the sale on May 12, and the sale closed May 15. Bonnie Glantz Fatell was appointed as privacy ombudsman to review the sale of customer data to Blue Stripe. In her report, the ombudsman recommended approval of the sale of customer data. The Court approved the sale of customer data to Blue Stripe on May 22, 2015. With respect to the store leases, on May 15, 2015, the Debtors filed motions to assume and assign 16 store leases to Blue Stripe and a motion to approve store closing sales at the remaining store locations. The Court set a July 27, 2015 bar date for filing proofs of claim. Under the Joint Liquidating Chapter 11 Plan of Reorganization dated July 31, 2015, holders of priority non-tax claims (Class 1) and holders of secured claims (Class 2) are unimpaired, and thus will have a 100% recovery. Holders of general unsecured claims (Class 3) will receive its pro rata share of cash held by the estates after payment of administrative claims and secured claims. Unsecured creditors are estimated to have a 15 percent to 25 percent recovery. All equity interests (Class 4) will be canceled, and holders of these interests will not receive anything under the plan. The Official Committee of Unsecured Creditors tapped Cooley LLP as counsel. FUWEI FILMS: Receives Nasdaq Listing Non-Compliance Notice ---------------------------------------------------------- Fuwei Films (Holdings) Co., Ltd., a manufacturer and distributor of high-quality BOPET plastic films in China, on Dec. 1 disclosed that on November 25, 2015, it received a Nasdaq Staff Deficiency Letter indicating that the Company is not in compliance with the minimum bid price requirement for continued listing set forth in Listing Rule 5550(a)(2) which requires listed securities to maintain a minimum bid price of $1.00 per share. Fuwei Films' management is looking into various options available to the Company in order to regain compliance and ensure its continued listing on the Nasdaq. The Company intends to actively monitor the bid price for its ordinary shares between now and the end of the grace period. According to the letter from the Nasdaq, Fuwei Films has been given a grace period of 180 calendar days, starting November 25, 2015, to regain compliance with the minimum bid price requirement. Fuwei Films can regain compliance if, at any time before the grace period ends, the bid price of its ordinary shares closes at or above $1.00 per share for a minimum of ten consecutive business days. If Fuwei Films cannot demonstrate compliance by the end of the grace period, the Nasdaq's staff will notify the Company that its ordinary shares is subject to delisting. Fuwei Films may then be eligible for an additional 180 day grace period if the Company meets the Nasdaq Capital Market's initial listing standards with the exception of the minimum bid price requirement. During the grace period (as may be extended) Fuwei Films' ordinary shares will continue to trade on the Nasdaq Capital Market under the symbol "FFHL". About Fuwei Films Fuwei Films conducts its business through its wholly owned subsidiary, Fuwei Films (Shandong) Co., Ltd. ("Shandong Fuwei"). Shandong Fuwei develops, manufactures and distributes high-quality plastic films using the biaxial oriented stretch technique, otherwise known as BOPET film (biaxially oriented polyethylene terephthalate). Fuwei's BOPET film is widely used to package food, medicine, cosmetics, tobacco, and alcohol, as well as in the imaging, electronics, and magnetic products industries. GARLOCK SEALING: Files More Omnibus Objections to Asbestos Claims ----------------------------------------------------------------- Pursuant to Section 502 of the Bankruptcy Code, Federal Rules of Bankruptcy Procedure 3007 and 3018, and the April 10, 2015 Order Approving Disclosure Statement and Establishing Asbestos Claims Bar Date and Procedures for Solicitation, Garlock Sealing Technologies LLC;, et al., filed further omnibus objections, to object to the temporary allowance for voting purposes of certain Class 4 claims filed by various firms, including: * Law Offices of Paul A. Weykamp; * MichieHamlett Law Firm; * Bevan & Associates LPA, Inc.; * Brookman, Rosenberg, Brown & Sandler; * Edward O. Moody, P.A.; * Brayton Purcell, LLP; and * Motley Rice, LLC Garland S. Cassada, Esq., at Robinson Bradshaw & Hinson, P.A., tells the Court that the Subject Claims do not meet the Solicitation Order's requirements for temporary allowance because they were settled and paid prepetition, were dismissed with prejudice, are time-barred, or were resolved by final judgment prepetition. According to Mr. Cassada, the Subject Claims constitute a portion of claims filed by the Filing Firms and identified by Debtors as not meeting these requirements. Copies of the Debtors' Omnibus Claims Objections, which include lists of the claimants subject to the objections, are available at: http://bankrupt.com/misc/Garlock_S_4988_60th_Om_Obj.pdf http://bankrupt.com/misc/Garlock_S_4989_61st_Om_Obj.pdf http://bankrupt.com/misc/Garlock_S_4990_62nd_Om_Obj.pdf http://bankrupt.com/misc/Garlock_S_4991_63rd_Om_Obj.pdf http://bankrupt.com/misc/Garlock_S_4992_64th_Om_Obj.pdf http://bankrupt.com/misc/Garlock_S_4996_67th_Om_Obj.pdf http://bankrupt.com/misc/Garlock_S_5015_85th_Om_Obj.pdf Special Corporate and Litigation Counsel to the Debtors: Garland S. Cassada, Esq. Jonathan C. Krisko, Esq. Richard C. Worf, Jr., Esq. ROBINSON BRADSHAW & HINSON, P.A. 101 North Tryon Street, Suite 1900 Charlotte, North Carolina 28246 Telephone: (704) 377-2536 Facsimile: (704) 378-4000 E-mail: gcassada@rbh.com jkrisko@rbh.com rworf@rbh.com About Garlock Sealing Headquartered in Palmyra, New York, Garlock Sealing Technologies LLC is a unit of EnPro Industries, Inc. (NYSE: NPO). For more than a century, Garlock has been helping customers efficiently seal the toughest process fluids in the most demanding applications. On June 5, 2010, Garlock filed a voluntary Chapter 11 petition (Bankr. W.D.N.C. Case No. 10-31607) in Charlotte, North Carolina, to establish a trust to resolve all current and future asbestos claims against Garlock under Section 524(g) of the U.S. Bankruptcy Code. The Debtor estimated $500 million to $1 billion in assets and up to $500 million in debts as of the Petition Date. Affiliates The Anchor Packing Company and Garrison Litigation Management Group, Ltd., also filed for bankruptcy. Albert F. Durham, Esq., at Rayburn Cooper & Durham, P.A., represents the Debtor in their Chapter 11 effort. Garland S. Cassada, Esq., at Robinson Bradshaw & Hinson, serves as counsel For asbestos matters. The Official Committee of Asbestos Personal Injury Claimants in the Chapter 11 cases is represented by Travis W. Moon, Esq., at Hamilton Moon Stephens Steele & Martin, PLLC, in Charlotte, NC, Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, in New York, and Trevor W. Swett III, Esq., Leslie M. Kelleher, Esq., and Jeanna Rickards Koski, Esq., in Washington, D.C. 20005. Joseph W. Grier, III, the Court-appointed legal representative for future asbestos claimants, has retained A. Cotten Wright, Esq., at Grier Furr & Crisp, PA, and Richard H. Wyron, Esq., and Jonathan P. Guy, Esq., at Orrick, Herrington & Sutcliffe LLP, as his co-counsel. Judge George Hodges of the U.S. Bankruptcy Court for the Western District of North Carolina on Jan. 10, 2014, entered an order estimating the liability for present and future mesothelioma claims against Garlock Sealing at $125 million, consistent with the positions GST put forth at trial. In January 2015, the Debtors filed their Second Amended Plan of Reorganization, which is backed by the Future Asbestos Claimants' Representative (FCR). The confirmation hearing is slated to begin June 20, 2016. Under the schedule for confirmation proceedings ordered by the Court, objections to confirmation of the Plan that do not depend on the results of voting were due Oct. 6, 2015, and confirmation objections that depend on such results are due on Dec. 18, 2015. GCC-CHASE LLC: Case Summary & 18 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: GCC-Chase, LLC 3008 Rosewater Lane Indian Trail, NC 28079-3713 Case No.: 15-31901 Chapter 11 Petition Date: December 1, 2015 Court: United States Bankruptcy Court Western District of North Carolina (Charlotte) Judge: Hon. Craig J. Whitley Debtor's Counsel: Richard S. Wright, Esq. MOON WRIGHT & HOUSTON, PLLC 227 W. Trade Street, Suite 1800 Charlotte, NC 28202 Tel: (704) 944-6564 Fax: (704) 944-0380 Email: rwright@mwhattorneys.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 milion to $10 million The petition was signed by George W. Courlas, manager. A list of the Debtor's 18 largest unsecured creditors is available for free at http://bankrupt.com/misc/ncwb15-31901.pdf GCC-COURTYARD: Case Summary & 15 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: GCC-Courtyard, LLC 3008 Rosewater Lane Indian Trail, NC 28079-3713 Case No.: 15-31902 Chapter 11 Petition Date: December 1, 2015 Court: United States Bankruptcy Court Western District of North Carolina (Charlotte) Judge: Hon. Craig Whitley Debtor's Counsel: Richard S. Wright, Esq. MOON WRIGHT & HOUSTON, PLLC 227 W. Trade Street, Suite 1800 Charlotte, NC 28202 Tel: (704) 944-6564 Fax: (704) 944-0380 Email: rwright@mwhattorneys.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by George W. Courlas, manager. A list of the Debtor's 15 largest unsecured creditors is available for free at http://bankrupt.com/misc/ncwb15-31902.pdf GCC-LANDINGS: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: GCC-Landings, LLC 3008 Rosewater Lane Indian Trail, NC 28079-3713 Case No.: 15-31903 Chapter 11 Petition Date: December 1, 2015 Court: United States Bankruptcy Court Western District of North Carolina (Charlotte) Judge: Hon. Laura T. Beyer Debtor's Counsel: Richard S. Wright, Esq. MOON WRIGHT & HOUSTON, PLLC 227 W. Trade Street, Suite 1800 Charlotte, NC 28202 Tel: (704) 944-6564 Fax: (704) 944-0380 Email: rwright@mwhattorneys.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by George W. Courlas, manager. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/ncwb15-31903.pdf GCC-SHARONRIDGE: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: GCC-Sharonridge, LLC 3008 Rosewater Lane Indian Trail, NC 28079-3713 Case No.: 15-31904 Chapter 11 Petition Date: December 1, 2015 Court: United States Bankruptcy Court Western District of North Carolina (Charlotte) Judge: Hon. Laura T. Beyer Debtor's Counsel: Richard S. Wright, Esq. MOON WRIGHT & HOUSTON, PLLC 227 W. Trade Street, Suite 1800 Charlotte, NC 28202 Tel: (704) 944-6564 Fax: (704) 944-0380 Email: rwright@mwhattorneys.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by George W. Courlas, manager. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/ncwb15-31904.pdf GO YE VILLAGE: Files Schedules of Assets and Liabilities -------------------------------------------------------- Go Ye Village, Inc., filed with the U.S. Bankruptcy court for the Eastern District of Oklahoma its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $23,545,000 B. Personal Property $935,955 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $12,256,081 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-priority Claims $23,930,568 ----------- ----------- TOTAL $24,480,955 $36,186,649 A full-text copy of the Schedules is available for free at: http://bankrupt.com/misc/okeb15-81287.pdf About Go Ye Village Go Ye Village, Inc. filed a Chapter 11 bankruptcy petition (Bankr. E.D. Okla Case No. 15-81287) on Nov. 30, 2015. The petition was signed by Maurice D. Turney as president. The Debtor disclosed total assets of $24.48 million and total debts of $36.18 million. Doerner, Saunders, Daniel & Anderson, LLP serves as the Debtor's counsel. Judge Tom R. Cornish is assigned to the case. GO YE VILLAGE: Hires Doerner Saunders as Counsel ------------------------------------------------ Go Ye Village, Inc., seeks permission from the Bankruptcy Court to employ Doerner, Saunders, Daniel & Anderson, L.L.P., as its counsel. The principal attorneys representing Debtor are expected to be Sam G. Bratton, whose standard hourly rate is currently $375; David H. Herrold, whose standard hourly rate is $350; and Patrick Mensching, whose standard hourly rate is currently $285. In addition, Doerner may utilize the services of other attorneys or paralegals as the need arises. On Nov. 12, 2015, Doerner was paid $8,371 for fees and on Nov. 30, 2015, Doerner was paid $20,344 for fees and $95 for reimbursement of expenses by Debtor for services rendered prior to commencement of this bankruptcy case. Doerner also received a retainer of $20,000 from the Debtor plus $1,717 for filing fees. Doerner will hold the retainer in its trust account pending authorization from the Court as to the use or disposition thereof. Doerner will apply for allowance of its professional fees and reimbursement of its out-of-pocket expenses to be paid by the Estate pursuant to 11 Sections 330 and 331 of the Bankruptcy Code. The Debtor believes that Doerner does not hold an adverse interest or represent any other entity having an adverse interest in connection with the case. About Go Ye Village Go Ye Village, Inc. filed a Chapter 11 bankruptcy petition (Bankr. E.D. Okla Case No. 15-81287) on Nov. 30, 2015. The petition was signed by Maurice D. Turney as president. The Debtor disclosed total assets of $24.48 million and total debts of $36.18 million. Doerner, Saunders, Daniel & Anderson, LLP serves as the Debtor's counsel. Judge Tom R. Cornish is assigned to the case. GO YE VILLAGE: Restricting Access to Employee Information --------------------------------------------------------- Go Ye Village, Inc., sought and obtained approval from the Bankruptcy Court to restrict access to personally identifiable information originally included in the Emergency Motion for Order Authorizing Payment of Pre-Petition Wages. The Court finds that the Emergency Motion contains certain personal identifiers that should have been redacted under Fed. R. Bankr. P. 9037. Specifically, the Unredacted Document contains as Exhibit "A" a listing of Debtor's employees which inadvertently includes the employee's social security numbers. About Go Ye Village Go Ye Village, Inc. filed a Chapter 11 bankruptcy petition (Bankr. E.D. Okla Case No. 15-81287) on Nov. 30, 2015. The petition was signed by Maurice D. Turney as president. The Debtor disclosed total assets of $24.48 million and total debts of $36.18 million. Doerner, Saunders, Daniel & Anderson, LLP serves as the Debtor's counsel. Judge Tom R. Cornish is assigned to the case. GREENSBORO LLC: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Greensboro, LLC 6830 S. Rainbow, #200-F Las Vegas, NV 89118 Case No.: 15-16711 Nature of Business: Real Estate Management Chapter 11 Petition Date: December 1, 2015 Court: United States Bankruptcy Court District of Nevada (Las Vegas) Judge: Hon. Laurel E. Davis Debtor's Counsel: David Mincin, Esq. MINCIN LAW, PLLC 528 S. Casino Center, #325 Las Vegas, NV 89101 Tel: (702) 589-9881 Fax: (702) 589 9882 Email: dmincin@lawlasvegas.com Total Assets: $0 Total Liabilities: $2.16 million The petition was signed by Alireza Kaveh, manager. A list of the Debtor's three largest unsecured creditors is available for free at http://bankrupt.com/misc/nvb15-16711.pdf GRM BAY WASH: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor affiliates filing separate Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- GRM Bay Wash, LLC 15-26725 10401 Rhode Island Avenue Beltsville, MD 20705 GRM Bay Wash of DelMarva, LLC 15-26727 10401 Rhode Island Avenue Beltsville, MD 20705 Chapter 11 Petition Date: December 1, 2015 Court: United States Bankruptcy Court District of Maryland (Greenbelt) Debtors' Counsel: John Douglas Burns, Esq. THE BURNS LAWFIRM, LLC 6303 Ivy Lane, Ste. 102 Greenbelt, MD 20770 Tel: (301) 441-8780 Email: ecf@burnsbankruptcyfirm.com Estimated Estimated Assets Liabilities ---------- ----------- GRM Bay Wash $1MM-$10MM $1MM-$10MM GRM Bay Wash of DelMarva $0-$50K $500K-$1MM The petition was signed by Gary R Middleton, managing member. A list of GRM Bay Wash 's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/mdb15-26725.pdf A list of GRM Bay Wash of DelMarva's seven largest unsecured creditors is available for free at: http://bankrupt.com/misc/mdb15-26727.pdf HMK MATTRESS: Moody's Puts 'B3' CFR Under Review for Upgrade ------------------------------------------------------------ Moody's Investors Service placed the B3 Corporate Family Rating and B3-PD Probability of Default Rating of HMK Mattress Holdings LLC ("Sleepy's") under review for upgrade following the company's Nov. 30 announcement that it had signed a definitive agreement to be acquired by Mattress Holding Corp. ("Mattress Firm", B1 Stable) for $780 million. Moody's also placed Sleepy's term loan under review for upgrade. These ratings of HMK Mattress Holdings, LLC were placed on review for upgrade: -- Corporate Family Rating at B3 -- Probability of Default Rating at B3-PD -- Outlook, changed to Rating under Review from Stable These ratings of HMK Intermediate Holdings, LLC were placed on review for upgrade: -- $170 million senior secured term loan due 2018 at B2 (LGD 3) RATINGS RATIONALE The review for upgrade reflects expectations that the acquisition by Mattress Firm will improve Sleepy's credit profile, as the debt will be repaid or assumed by Mattress Firm. The transaction, which is expected to close in the first half of 2016, is subject to customary closing conditions and regulations. The review will focus on the likely closing of the transaction. The ratings for Sleepy's will be withdrawn at the close of the transaction, once the debt is repaid in full. HMK Mattress Holdings, LLC ("Sleepy's"), headquartered in Hicksville, NY, is a specialty mattress retailer, operating approximately 1,066 locations predominantly in the Northeast and Mid-Atlantic of the United States. Store banners include Sleepy's and Mattress Discounters. It also delivers mattresses through its websites including sleepys.com, 1800mattress.com and mattress.com. The company provides wholesale fulfillment services for amazon.com and sears.com and sells wholesale to hotels and colleges. Revenues are approximately $1 billion. Sleepy's is family- and management- owned, and private equity firm Calera Capital has a minority stake in the company. The principal methodology used in these ratings was Retail Industry published in October 2015. HUNTER HOSPITALITY: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Hunter Hospitality LLC PO Box 31548 Bellingham, WA 98228 Case No.: 15-17090 Chapter 11 Petition Date: December 1, 2015 Court: United States Bankruptcy Court Western District of Washington (Seattle) Judge: Hon. Marc Barreca Debtor's Counsel: James L Day, Esq. BUSH STROUT & KORNFELD LLP 601 Union St Ste 5000 Seattle, WA 98101 Tel: 206-292-2110 Email: jday@bskd.com Total Assets: $1.64 million Total Liabilities: $24.38 million The petition was signed by David Ebenal, managing member. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/wawb15-17090.pdf IMH FINANCIAL: Maturity of SRE Loan Extended to Jan. 2016 --------------------------------------------------------- IMH Financial Corporation and SRE Monarch Lending, LLC entered into a Fourth Amendment to Loan Agreement extending the maturity date of the Company's loan from SRE Monarch Lending from Nov. 23, 2015, to Jan. 22, 2016. SRE Monarch Lending is a related party of Seth Singerman, one of the Company's directors. The Company paid a fee of $66,667 to SRE Monarch Lending in connection with this extension. The Fourth Amendment provides the Company with two additional options to extend the maturity date of the SRE Loan. The first option allows the Company to extend the SRE Loan for one month from Jan. 22, 2016, to Feb. 22, 2016, in exchange for an extension fee payable to SRE Monarch Lending in the amount of $33,333. The second option allows the Company to extend the maturity date of the SRE Loan for one additional month to March 23, 2016, in exchange for an extension fee payable to SRE Monarch Lending in the amount of $33,333. About IMH Financial Scottsdale, Ariz.-based IMH Financial Corporation was formed from the conversion of IMH Secured Loan Fund, LLC, or the Fund, a Delaware limited liability company, on June 18, 2010. The conversion was effected following a consent solicitation process pursuant to which approval was obtained from a majority of the members of the Fund to effect the Conversion Transactions and involved (i) the conversion of the Fund from a Delaware limited liability company into a Delaware corporation named IMH Financial Corporation, and (ii) the acquisition by the Company of all of the outstanding shares of the manager of the Fund Investors Mortgage Holdings Inc., or the Manager, as well as all of the outstanding membership interests of a related entity, IMH Holdings LLC, or Holdings on June 18, 2010. IMH Financial reported a net loss attributable to common shareholders of $39.5 million in 2014, a net loss attributable to common shareholders of $26.2 million in 2013 and a net loss attributable to common shareholders of $32.2 million in 2012. As of Sept. 30, 2015, the Company had $208.56 million in total assets, $121.78 million in total liabilities, $29.04 million in redeemable convertible preferred stock, and $57.73 million in total stockholders' equity. INTEGRATED BIOPHARMA: Shareholders Elect 3 Directors ---------------------------------------------------- Integrated Biopharma, Inc., held its 2015 annual meeting of shareholders on Nov. 30, 2015, at which the Shareholders elected Gerald Kay, Riva Sheppard and Carl DeSantis as Class I directors to serve until the 2018 Annual Meeting of Stockholders. The Shareholders also voted in favor of ratifying the appointment of Friedman, LLP as the Company's independent auditors for the fiscal year ending June 30, 2016. About Integrated BioPharma Based in Hillside, N.J., Integrated BioPharma, Inc. (INBP.OB) -- -- http://www.healthproductscorp.us/-- is engaged primarily in manufacturing, distributing, marketing and sales of vitamins, nutritional supplements and herbal products. The Company's customers are located primarily in the United States. The Company was previously known as Integrated Health Technologies, Inc., and, prior to that, as Chem International, Inc. The Company was reincorporated in its current form in Delaware in 1995. The Company continues to do business as Chem International, Inc., with certain of its customers and certain vendors. Integrated Biopharma reported net income of $735,000 on $37.5 million of net sales for the year ended June 30, 2015, compared to net income of $131,000 on $33.7 million of net sales for the year ended June 30, 2014. As of Sept. 30, 2015, the Company had $12.1 million in total assets, $21.1 million in total liabilities and a $9.06 million total stockholders' deficiency. ISOLA USA: S&P Withdraws 'CCC+' Corporate Credit Rating ------------------------------------------------------- Standard & Poor's Ratings Services said that it withdrew its 'CCC+' corporate credit rating on Chandler, Ariz.-based Isola USA Corp. at the issuer's request. S&P also withdrew its issue-level ratings on Isola's senior term loan. KINDER MORGAN: Moody's Affirms 'Ba2' Preferred Stock Rating ----------------------------------------------------------- Moody's Investors Service changed Kinder Morgan Inc.'s (KMI) outlook to negative from stable. Moody's affirmed KMI's Baa3 senior unsecured and Prime-3 commercial paper ratings. On Nov. 30, KMI announced an agreement to increase its ownership in Natural Gas Pipeline Company of America LLC (NGPL, Caa2 negative) to 50% from 20% for approximately $136 million. Brookfield Infrastructure Partners L.P. (BI, unrated) will own the remaining 50%. Proportionate consolidation of NGPL's debt will add about $1.5 billion to KMI's consolidated debt. NGPL's trailing twelve month Sept. 30, 2015, EBITDA was $273 million (gross). "The negative outlook reflects Kinder Morgan's increased business risk profile and additional pressure on its already high leverage that will result from its agreement to increase ownership in NGPL, a distressed company," said Terry Marshall, Moody's Senior Vice-President. "NGPL is facing potential default on its pending interest payments, suggesting that KMI will need to provide cash injections, which will likely be debt funded initially." Outlook Actions: Issuer: Colorado Interstate Gas Company Outlook, Changed To Negative From Stable Issuer: Copano Energy, LLC Outlook, Changed To Negative From Stable Issuer: El Paso CGP Company Outlook, Changed To Negative From Stable Issuer: El Paso Energy Capital Trust I Outlook, Changed To Negative From Stable Issuer: El Paso Natural Gas Company Outlook, Changed To Negative From Stable Issuer: El Paso Pipeline Partners Operating Company Outlook, Changed To Negative From Stable Issuer: El Paso Tennessee Pipeline Co. Outlook, Changed To Negative From Stable Issuer: Hiland Partners, LP Outlook, Changed To Negative From Stable Issuer: K N Capital Trust I Outlook, Changed To Negative From Stable Issuer: K N Capital Trust III Outlook, Changed To Negative From Stable Issuer: Kinder Morgan Energy Partners, L.P. Outlook, Changed To Negative From Stable Issuer: Kinder Morgan Finance Company, LLC Outlook, Changed To Negative From Stable Issuer: Kinder Morgan G.P., Inc. Outlook, Changed To Negative From Stable Issuer: Kinder Morgan Inc. Outlook, Changed To Negative From Stable Issuer: Southern Natural Gas Company Outlook, Changed To Negative From Stable Issuer: Tennessee Gas Pipeline Company Outlook, Changed To Negative From Stable Affirmations: Issuer: Colorado Interstate Gas Company Senior Unsecured Regular Bond/Debenture, Affirmed Baa3 Issuer: Copano Energy, LLC Senior Unsecured Regular Bond/Debenture, Affirmed Baa3 Issuer: El Paso CGP Company Senior Unsecured Regular Bond/Debenture, Affirmed Baa3 Issuer: El Paso Energy Capital Trust I Pref. Stock Preferred Stock, Affirmed Ba1 Issuer: El Paso Holdco LLC Subordinate Conv./Exch. Bond/Debenture, Affirmed Ba1 Senior Unsecured Regular Bond/Debenture , Affirmed Baa3 Issuer: El Paso Natural Gas Company Senior Unsecured Regular Bond/Debenture, Affirmed Baa3 Issuer: El Paso Pipeline Partners Operating Company Senior Unsecured Regular Bond/Debenture, Affirmed Baa3 Issuer: El Paso Tennessee Pipeline Co. Senior Unsecured Regular Bond/Debenture, Affirmed Baa3 Issuer: Hiland Partners, LP Senior Unsecured Regular Bond/Debenture, Affirmed Baa3 Issuer: K N Capital Trust I Pref. Stock Preferred Stock, Affirmed Ba1 Issuer: K N Capital Trust III Pref. Stock Preferred Stock, Affirmed Ba1 Issuer: Kinder Morgan Energy Partners, L.P. Multiple Seniority Shelf, Affirmed (P)Baa3 Multiple Seniority Shelf, Affirmed (P)Ba1 Multiple Seniority Shelf, Affirmed (P)Baa3 Senior Unsecured Regular Bond/Debenture, Affirmed Baa3 Issuer: Kinder Morgan Finance Company, LLC Senior Secured Regular Bond/Debenture, Affirmed Baa3 Issuer: Kinder Morgan G.P., Inc. Pref. Stock Preferred Stock, Affirmed Ba2 Issuer: Kinder Morgan Inc. Multiple Seniority Shelf (Local Currency) Nov 20, 2017, Affirmed (P)Baa3 Senior Unsecured Commercial Paper, Affirmed P-3 Senior Unsecured Regular Bond/Debenture, Affirmed Baa3 Issuer: Kinder Morgan Kansas Inc. Junior Subordinated Regular Bond/Debenture, Affirmed Ba1 Senior Unsecured Regular Bond/Debenture, Affirmed Baa3 Issuer: Sonat Inc. Senior Secured Regular Bond/Debenture, Affirmed Baa3 Issuer: Southern Natural Gas Company Senior Unsecured Regular Bond/Debenture, Affirmed Baa3 Issuer: Tennessee Gas Pipeline Company Senior Unsecured Regular Bond/Debenture, Affirmed Baa3 RATINGS RATIONALE NGPL's capital structure is untenable, with debt to EBITDA currently above 10x and insufficient liquidity to fully fund pending interest payments and term loan amortization totaling $115 million (gross). Moody's expects that KMI is likely to initially debt fund its share of the needed support, and will need to provide additional support as part of any restructuring of NGPL's capital structure and its approximate $3 billion of debt. Proportionate consolidation of NGPL along with Moody's standard adjustments will increase KMI's leverage to around 5.9x on a Dec. 31, 2015, pro forma basis. KMI's Baa3 rating reflects its significant scale, high quality assets, and fee-based cash flows, tempered by its high leverage and payout of approximately 90% of internally generated cash flow to shareholders. Moody's forecasted debt to EBITDA for KMI of around 5.9x (6x on a proportionate consolidation basis) in mid-2016 is high for an investment grade company. (Moody's calculation of adjusted debt to EBITDA increases Kinder Morgan's measurement of net debt to EBITDA by about 0.2x. Adding the proportionate consolidation of NGPL and Moody's other adjustments increases KMI's measurement by about 0.3x). KMI's year-end leverage focus means leverage (including Moody's standard adjustments) may be above 5.8x for much of the year, and KMI crucially relies on ongoing equity and debt capital markets access to meet that target. Currently weak capital markets have increased the cost of access. KMI benefits from relatively stable cash flow generated by a combination of long term contracts and regulated returns from energy infrastructure assets. Moody's estimates that about 10% of the company's operating cash flow is subject to short-term market volatility, primarily related to oil production tied to the CO2 business segment, which Moody's expects to remain weak through 2016 due to low commodity prices. Moody's expects leverage to remain high throughout 2016 as the company plans to distribute most of its roughly $5 billion of operating cash flow to shareholders. KMI is reliant on both equity and debt markets to fund growth capital expenditures, which will likely exceed $4 billion next year, which in turn supports the company's distributable cash flow growth expectations of 6% to10%. Master Limited Partnerships (MLPs) and MLP-like companies such as KMI require high growth to satisfy their shareholder bases and maintain strong stock valuations. As shareholder value weakens, due to lower anticipated growth and general contagion from weak oil and natural gas markets, the cost of equity (and debt) increases, making it more difficult for affected companies to raise the equity needed to keep their leverage within acceptable levels for their rating. As part of the Nov. 2014 re-organization of KMI, a cross-guarantee was executed by most of its domestic, wholly-owned subsidiaries, leading to the Baa3 rating for all of the included entities. Four rated entities are not part of the cross-guarantee group. Three of these entities have issued preferred stock that is rated Ba1: El Paso Energy Capital Trust I, KN Capital Trust I, and KN Capital Trust III. The sole asset of each is subordinated debt of KMI, which was funded by the rated preferred stock, which is the principal liability of each entity. The preferred stock issued by these entities is rated one notch lower than KMI at Ba1, reflecting the credit quality of the subordinated payment obligation of KMI that supports the preferreds. The fourth non-cross guaranteed entity is Kinder Morgan GP Inc., which issued preferred stock that is rated Ba2. This entity has ownership interests that generate about $100 million of annual distributable cash flow and the preferreds have a preferential right to dividends over KMI's common shareholder. The preferreds are rated two notches below KMI's senior unsecured rating at Ba2. KMI's liquidity is adequate. Through the third quarter of 2016 Moody's expects the company will have nearly $11 billion of cash from operations and liquidity resources to fund about the same amount of dividends, capital expenditures and debt maturities. The company will have about $5 billion of cash from operations, together with pro-forma cash of $1.7 billion and an essentially unused credit facility of $4 billion (expires 2019). Moody's expects dividends in the mid-$4 billion range, capital expenditures around $4.5 billion, and debt maturities in the fourth quarter of 2015 and first quarter of 2016 totaling $2.4 billion. Moody's also expects KMI to be in compliance with its sole financial covenant (consolidated total debt to consolidated EBITDA not greater than 6.5x). The negative outlook could be restored to stable if KMI appears likely to have consistent Moody's adjusted debt to EBITDA of 5.8x or below. The ratings could be downgraded if it appears that Moody's adjusted debt to EBITDA will not be consistently 5.8x or below, distribution coverage appears likely to fall below 1x, business risk increases or if the company undertakes an acquisition that increases leverage or does other debt financed activities where the company is highly reliant on equity markets to bring down leverage. The rating could be upgraded if Moody's adjusted debt to EBITDA appears to be sustainable below 5.0x. Kinder Morgan Inc. is the largest midstream energy company in the North America. Kinder Morgan Inc. operates product pipelines, natural gas pipelines, liquids and bulk terminals, and CO2, oil, and natural gas production and transportation assets. The company is headquartered in Houston, Texas. The principal methodology used in these ratings was Global Midstream Energy published in Dec. 2010. KRATON PERFORMANCE: Moody's Cuts CFR to B1 on Arizona Chemical Deal ------------------------------------------------------------------- Moody's Investors Service downgraded Kraton Performance Polymers, Inc.'s Corporate Family Rating to B1 from Ba3, assigned ratings to its new term loan and notes, and revised its outlook to stable. These actions conclude the review that was initiated on Sept. 29, 2015 subsequent to the announcement of the acquisition of Arizona Chemical Holding Corporation. Kraton's new $1.350 billion senior secured first lien term loan is rated Ba3 and its new $425 million senior unsecured notes are rated B3. Proceeds from the new term loan and notes will be used to fund the acquisition of Arizona for a purchase price of $1.37 billion, refinance existing debt, and for fees and expenses. Kraton also put in place a $250 million ABL revolver due 2020 to support working capital, it is unrated. The downgrade reflects Moody's expectations that Kraton's leverage will remain elevated for the next 12-15 months until the cost cutting programs and synergies begin to positively impact free cash flows and Kraton is able to repay debt. The acquisition is expected to close at the end of 2015, or early in 2016. Ratings downgraded: Kraton Performance Polymers, Inc. Corporate Family Rating -- B1 from Ba3 Probability of Default Rating -- B1-PD from Ba3-PD Ratings assigned: Kraton Polymers LLC. $1,350 mm Sr. Sec. 1st Lien Term Loan due 2021 -- Ba3 (LGD3) $425 mm Sr. Unsecured Notes due 2023 -- B3 (LGD5) Ratings affirmed: Kraton Performance Polymers, Inc. Speculative Grade Liquidity - SGL-2 Ratings confirmed: Kraton Polymers LLC. Gtd. Senior Unsecured Notes due 2019 - B1, LGD4 * Outlook -- Stable * Ratings on the outstanding Gtd. Senior Unsecured Notes due 2019 will be withdrawn upon close of the transaction. (Kraton Polymers Capital Corporation is a co-issuer of the notes) RATINGS RATIONALE The B1 CFR reflects Kraton's elevated leverage (5.5x pro forma for the transaction, including synergies), increase in debt service costs, the large acquisition that doubles its size, and the challenges of successful integration, which will demand the realization of significant synergies and cost savings to drive free cash flow and debt repayment. The integration risk incorporates the size of the transaction, the lack of product manufacturing overlap, and that Kraton does not have a track record of making such large acquisitions. In addition, 2016 will be a transition year with elevated leverage and cash used to effect the synergy and cost-out programs. (Kraton expects to realize $65 million in synergies over three years for its integration of Arizona and has already initiated a four-year cost cutting program which will save $70 million, to be completed by 2018.) The rating also reflects Kraton's exposure to volatile raw material pricing, large well-funded competitors, and some commoditized products that are exposed to greater price pressures. Kraton's ratings are supported by the fundamentally larger and more diverse company, with revenues over $1.9 billion, and roughly twice the operating footprint globally. EBITDA margins and free cash flows will benefit from combining Kraton's focus on higher margin HSBC and Cariflex products with Arizona's historically strong profitability, resulting from its specialty product focus and advantaged feedstock position. Other factors supporting rating are the company's leading market positions, raw material diversification (hydrocarbons and CTO/CST based products), long-lived customer and supplier relationships, added end-markets and customers, and entry into "green" product offerings. Management's public target of 2.5x leverage through the cycle and plans for debt reduction support anticipated credit metric improvements in 2017, as Moody's projects cost-out and synergy programs to lower expenses within 12 months. Kraton's Speculative Grade Liquidity rating SGL-2 reflects its good liquidity profile. Liquidity is supported by an expected cash balance over $40 million at the close of the transaction and expectations for strong cash generating capabilities, which will be largely used in 2016 to effect cost saving and synergy plans. A new $250 million five year ABL revolving credit facility, which will be undrawn at the close of the transaction, will also support liquidity. The new $250 million ABL credit facility has two tranches to support global operations, a US facility and a foreign facility, wherein the US tranche is no less than 50% of the total commitment. The ABL provides for $30mm of LC's in the USA and $20mm in Europe. Availability on the revolver is subject to a borrowing base limitation, which is governed by the sum of 85% of A/R plus 65% of inventory. The ABL will be undrawn at closing and is expected to be lightly used, generally in periods of volatile raw material prices. The revolver has a springing fixed charge covenant of 1x, which is triggered if excess availability declines below a certain threshold. The new six-year $1.350 billion senior secured term loan has a senior secured net leverage covenant of 4.0x with step-downs. The first lien also has a 50% cash flow sweep, beginning in Dec. 31, 2016, which has leverage based step-down provisions. The new eight-year $425 million senior unsecured notes are covenant-lite. Kraton also has a 5.5 billion New Taiwan Dollar (NTD) delayed draw credit facility ($166 million at Sept. 30, 2015, exchange rate) through KFPC to finance the Taiwan HSBC project. This facility is being drawn down as needed to fund capex and to fund working capital prior to start-up in late-2016. As of Sept. 30, 2015, the NTD facility had $52.6 million outstanding. Both Kraton and Formosa guarantee the debt as part of the 50/50 JV arrangement -- Kraton fully consolidates the JV. Some seasonality in working capital can be a use of cash since the company typically builds inventories in the first half of the year and releases working capital in the second half, but the timing of cash use can also shift with raw material price vagaries. In 2014, Kraton initiated a $50 million share repurchase program, which is now complete. The company does not pay a dividend and Moody's do not expect such uses of cash while it is integrating Arizona, executing its cost cutting program, and completing the Formosa JV capital expansion project. The stable outlook reflects Moody's expectation that Kraton's leverage will remain elevated for the next 12-15 months, while it implements its costs savings and synergies plans. The outlook anticipates that Kraton will use free cash flow to reduce leverage rapidly, below 4.5x by year-end 2017 or earlier. Additionally, Moody's expects the company will maintain conservative financial policies that include no shareholder remuneration or large debt funded acquisitions until a meaningful amount of debt is repaid. The rating has limited upside in the near-term due to the debt funded acquisition and resulting elevated leverage, but could be upgraded once leverage is sustainably below 4.5x. Conversely, the rating could be downgraded if EBITDA margins deteriorate, and leverage exceeds 6.5x, or if free cash flow is not used primarily for debt repayment. Kraton Performance Polymers, Inc., headquartered in Houston, Texas, is a leading global producer of styrenic block copolymers (SBCs), which are synthetic elastomers used in industrial and consumer applications to impart favorable product characteristics such as flexibility, resilience, strength, durability and processability. Major end uses for Kraton's products include personal care products, packaging and films, medical applications, adhesives, sealants, coatings, paving, roofing and compounds. In September 2015, Kraton announced its intention to acquire Arizona Chemical Holdings Corporation, a global leader in the production and sales of pine based specialty chemicals headquartered in Jacksonville, Florida. Arizona Chemical is owned by private equity sponsor American Securities LLC's (75%) and Rhône Capital LLC's (25%). The initial owner, International Paper (Baa2), provides key feedstock supply contracts with Arizona Chemical which will be transferred to Kraton. Kraton and Arizona have complementary businesses and end-markets with approximately 50% overlap in markets which include adhesives, roads & construction, fuel additives, and oilfield chemicals. Pro forma the combined company will have revenues of $1.9 billion for the LTM ending September 30, 2015 (Kraton and Arizona generated revenues of $1.1 billion and $830, respectively, for the LTM period ending Sept. 30, 2015.) The principal methodology used in these ratings was Global Chemical Industry Rating Methodology published in Dec. 2013. KRATON PERFORMANCE: S&P Lowers CCR to 'B', Outlook Stable --------------------------------------------------------- Standard & Poor's Ratings Services lowered its corporate credit rating on Kraton Performance Polymers Inc. to 'B' from 'B+' and its corporate credit rating on the wholly-owned subsidiary, Kraton Polymers LLC, to 'B' from 'B+'. S&P also lowered its corporate credit rating on Arizona Chemical Holdings Corp. to 'B' from 'B+' and its corporate credit rating on the wholly-owned subsidiary, AZ Chem US Inc., to 'B' from 'B+'. S&P removed the ratings from CreditWatch, where it had placed them with negative implications on Sept. 29, 2015. The outlook is stable. At the same time, S&P assigned its 'B+' issue-level and '2' recovery ratings to Kraton's proposed first-lien secured term loan. The '2' recovery rating indicates S&P's expectation of substantial (low end of the 70% to 90% range) recovery in the event of a payment default. S&P also assigned its 'CCC+' issue-level and '6' recovery ratings to Kraton's proposed senior unsecured notes. The '6' recovery rating indicates S&P's expectation of negligible (0% to 10% range) recovery in the event of payment default. In addition, S&P lowered its issue-level ratings to 'B-' from 'B' and maintained the '5' recovery rating on Kraton's existing senior unsecured debt. The '5' recovery rating indicates S&P's expectation of modest (higher end of the 10%-30% range) recovery in the event of a payment default. S&P also lowered the issue-level ratings to 'B+' from 'BB-' and maintained the '2' recovery ratings on Arizona Chemical's existing first-lien secured credit facilities. The '2' recovery rating indicates S&P's expectation of substantial (higher end of the 70%-90% range) recovery in the event of a payment default. S&P also lowered its issue-level ratings to 'CCC+' from 'B-' and maintained the '6' recovery rating on Arizona Chemical's existing second-lien secured credit facility. The '6' recovery rating indicates S&P's expectation of negligible (0%-10% range) recovery in the event of a payment default. S&P will withdraw the corporate credit ratings on Arizona Chemical Holding and AZ Chem US upon closure of the acquisition. S&P will also withdraw its issue-level and recovery ratings on Kraton's and Arizona Chemical's existing debt upon repayment. "Our ratings reflect our assessment of Kraton Performance Polymer's financial risk profile as 'highly leveraged' and business risk profile as 'weak', pro forma for the acquisition, as defined in our criteria," said Standard & Poor's credit analyst Brian Garcia. "Given the choice of a 'b' or 'b-' anchor score, we choose 'b' because we view the company's credit measures as being on the stronger end of the "highly leveraged" financial risk profile," he added. Kraton, the leading producer of both unhydrogenated and hydrogenated SBCs (USBC's and HSBCs, respectively), will be acquiring Arizona Chemical, the leading supplier of pine-based specialty chemicals and the largest global crude tall oil (CTO) refiner. S&P expects the product mix of the legacy Kraton business to continue shifting to higher-value products, including its Cariflex brand products. S&P expects the legacy Arizona Chemical business to continue to benefit from the 20-year energy-index-based contract for purchasing International Paper's CTO coproduct, providing a reliable source of this raw material for the company over this period. The stable outlook reflects S&P's expectation that credit measures for Kraton Performance Polymers Inc. will weaken following the acquisition of Arizona Chemical Holdings Corp. with adjusted debt/EBITDA reaching over 6x before strengthening in the following one to two years. S&P expects operating performance to improve in the coming years as a result of cost-saving initiatives, which it expects to result in credit measures strengthening with weighted average sustainable debt to EBITDA in the range of 5x to 6x pro forma for acquisitions. S&P could lower the ratings within the next 12 months if a combination of weak demand volume, falling selling prices, and raw material price increases leads to debt to EBITDA approaching 7x on a weighted average sustainable basis pro forma for acquisitions without any foreseeable improvement. S&P could also lower ratings if the company faces significant challenges in the integration of Arizona Chemical and if expected benefits from cost-saving initiatives fail to materialize. S&P could also lower the ratings if, against its expectations, the company were to pursue additional large debt-financed acquisitions or shareholder rewards. S&P could raise the ratings within the next 12 months if the company is successful in integrating the Arizona business and at implementing its cost-saving initiatives, leading to credit measures that are in line with an "aggressive" financial profile, including debt to EBITDA stronger than 5x on a weighted average sustainable basis pro forma for acquisitions. To raise the ratings, S&P would also expect the company to maintain "adequate" liquidity, as well as maintaining a prudent approach to funding growth initiatives and shareholder rewards. LEHMAN BROTHERS: Counsel Says NY Court Can Hear $17M Claim vs. ANZ ------------------------------------------------------------------ Jonathan Randles at Bankruptcy Law360 reported that attorneys representing a Lehman Brothers subsidiary on Nov. 24, 2015, defended a lawsuit against a subsidiary of Australia's ANZ Bank seeking to claw back more than $17.1 million, telling a New York bankruptcy judge that ANZ's argument that the funds fall outside the court's jurisdiction is misplaced. The lawsuit against subsidiary ANZ Nominees is one of several complaints Lehman filed against foreign entities that entered into credit default swaps with Lehman Brothers Special Financing Inc., which served as a counterparty in the deals. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition disclosed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC sought for bankruptcy protection in December 2009. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's investment banker. On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI. The Bankruptcy Court approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. Lehman emerged from bankruptcy protection on March 6, 2012, more than three years after it filed the largest bankruptcy in U.S. history. The Chapter 11 plan for the Lehman companies other than the broker was confirmed in December 2011. As of Oct. 2, 2014, Lehman's total distributions to unsecured creditors have amounted to $92.0 billion. As of Sept. 30, 2014, the brokerage trustee has substantially completed customer claims distributions, distributing more than $106 billion to 111,000 customers. LOCATION BASED: Eliminates Part-Time CFO Position ------------------------------------------------- Location Based Technologies, Inc.'s part-time Chief Financial Officer, Mr. Gregory Andrews will no longer provide independent contracting CFO services for the Company as part of its overall cost saving strategy effective as of Nov. 1, 2015. Financial services will be provided by existing staff comprised of its controller and book keeping services. About Location Based Technologies Irvine, Calif.-based Location Based Technologies, Inc., designs, develops, and sells leading-edge personal locator devices and services. Location Based reported a net loss of $5.14 million for the year ended Aug. 31, 2014, compared to a net loss of $11.04 million for the year ended Aug. 31, 2013. As of Feb. 28, 2015, Location Based had $2.24 million in total assets, $14.3 million in total liabilities, and a $12.02 million total stockholders' deficit. Friedman LLP, in East Hanover, New Jersey, issued a "going concern" qualification on the consolidated financial statements for the year ended Aug. 31, 2014, citing that the Company's operating losses raise substantial doubt about its ability to continue as a going concern. Bankruptcy Warning "[W]e remain obligated under a significant amount of notes payable, and Silicon Valley Bank has been granted security interests in our assets. If we are unable to pay these or other obligations, the creditors could take action to enforce their rights, including foreclosing on their security interests, and we could be forced into liquidation and dissolution. We are also delinquent on a number of our accounts payable. Our creditors may be able to force us into involuntary bankruptcy," the Company warned in the Fiscal 2014 Annual Report. LYONDELL CHEMICAL: Shareholders Bids to Junk Claims Partially OK'd ------------------------------------------------------------------ Fund 1, Reichman and Hofmann have moved once again to dismiss the intentional fraudulent transfer claims asserting that the deficiencies identified in the First 12(b)(6) Decision were not cured. The Movants also seek to dismiss the state law constructive fraudulent transfer claims (asserted only in Fund 1 and Reichman) for a number of other reasons as well—principally arguing that the Trustee lacks the standing to bring the suits. In a Decision dated November 18, 2015, which is available at http://is.gd/A6E8Gtfrom Leagle.com. Judge Robert E. Gerber of the United States Bankruptcy Court for the Southern District of New York granted Fund 1, et al.'s motions to dismiss the claims filed by Edward S. Weisfelner, as trustee of the LB Credit Trust, for intentional fraudulent transfer; and denied Fund 1 et al.'s motions to dismiss the claims for constructive fraudulent transfer. The adversary cases are EDWARD S. WEISFELNER, AS TRUSTEE OF THE LB CREDITOR TRUST, Plaintiff, v. FUND 1, et al., Defendants. EDWARD S. WEISFELNER, AS TRUSTEE OF THE LB CREDITOR TRUST, Plaintiff, v. REICHMAN, et al., Defendants. EDWARD S. WEISFELNER, AS LITIGATION TRUSTEE OF THE LB LITIGATION TRUST, Plaintiff, v. HOFMANN, et al., Defendants, ADVERSARY PROCEEDING CASE NO. 10-04609 (REG)., 12-01570 (REG), ADVERSARY PROCEEDING CASE NO. 10-05525 (REG)(Bankr. S.D.N.Y.). The bankruptcy case is In re: LYONDELL CHEMICAL COMPANY, et al., Chapter 11 Debtors, CASE NO. 09-10023 (REG) JOINTLY ADMINISTERED (Bankr. S.D.N.Y.). Edward Weisfelner, Plaintiff, represented by Aaron Lauchheimer, Esq. -- Brown Rudnick LLP, May Orenstein, Esq. -- morenstein@brownrudnick.com -- Brown Rudnick LLP, Steven D. Pohl, Esq. -- spohl@brownrudnick.com -- Brown Rudnick LLP, Sigmund S. Wissner-Gross, Esq. -- swissnergross@brownrudnick.com -- Brown Rudnick, LLP. Mutual Fund 1, Defendant, represented by Alexander R. Bilus, Esq. -- Dechert LLP, Michael S. Doluisio, Esq. -- michael.doluisio@dechert.com -- Dechert LLP, Scott Cameron Kessenick, Esq. -- scott.kessenick@dechert.com -- Dechert LLP, Stuart T. Steinberg, Esq. -- stuart.steinberg@dechert.com -- Dechert LLP. Lyondell Chemical LyondellBasell Industries is one of the world's largest polymers, petrochemicals and fuels companies. Luxembourg-based Basell AF and Lyondell Chemical Company merged operations in 2007 to form LyondellBasell Industries, the world's third largest independent chemical company. LyondellBasell became saddled with debt as part of the US$12.7 billion merger. Len Blavatnik's Access Industries owned the Company prior to its bankruptcy filing. On Jan. 6, 2009, LyondellBasell Industries' U.S. operations, led by Lyondell Chemical Co., and one of its European holding companies -- Basell Germany Holdings GmbH -- filed voluntary petitions to reorganize under Chapter 11 of the U.S. Bankruptcy Code to facilitate a restructuring of the company's debts. The case is In re Lyondell Chemical Company, et al., Bankr. S.D.N.Y. Lead Case No. 09-10023). Seventy-nine Lyondell entities filed for Chapter 11. Luxembourg-based LyondellBasell Industries AF S.C.A. and another affiliate were voluntarily added to Lyondell Chemical's reorganization filing under Chapter 11 protection on April 24, 2009. Deryck A. Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York, served as the Debtors' bankruptcy counsel. Evercore Partners served as financial advisors, and Alix Partners and its subsidiary AP Services LLC, served as restructuring advisors. AlixPartners' Kevin M. McShea acted as the Debtors' Chief Restructuring Officer. Clifford Chance LLP served as restructuring advisors to the European entities. LyondellBasell emerged from Chapter 11 bankruptcy protection in May 2010, with a plan that provides the Company with US$3 billion of opening liquidity. A new parent company, LyondellBasell Industries N.V., incorporated in the Netherlands, is the successor of the former parent company, LyondellBasell Industries AF S.C.A., a Luxembourg company that is no longer part of LyondellBasell. LyondellBasell Industries N.V. owns and operates substantially the same businesses as the previous parent company, including subsidiaries that were not involved in the bankruptcy cases. LyondellBasell's corporate seat is Rotterdam, Netherlands, with administrative offices in Houston and Rotterdam. MATTRESS FIRM: S&P Puts 'B+' CCR on CreditWatch Negative -------------------------------------------------------- Standard & Poor's Ratings Services placed all its ratings on Mattress Firm Holding Corp., including the 'B+' corporate credit rating and all issue-level ratings, on CreditWatch with negative implications. "The CreditWatch placement reflects our view that Mattress Firm's credit metrics could weaken meaningfully pro forma for its acquisition of Sleepy's, given the assumption of certain liabilities totaling about $30 million and additional senior secured debt to finance the transaction," said credit analyst Diya Iyer. "Both Sleepy's and Mattress Firm are currently leveraged in the mid-4x range on a lease-adjusted basis, and we believe this acquisition could push leverage closer to the 6x range." S&P expects to resolve the CreditWatch placement on Mattress Firm upon the acquisition's close, at which point S&P would likely withdraw the ratings on HMK's debt when it is repaid. MATTRESS HOLDING: Moody's Affirms B1 CFR on Sleepy's Announcement ----------------------------------------------------------------- Moody's Investors Service affirmed Mattress Holding Corp.'s ("Mattress Firm") B1 Corporate Family Rating, B1-PD Probability of Default Rating, and Ba3 rating on its term loan due 2021. The outlook remains stable. The rating affirmation follows the company's Nov. 30 announcement that it had entered into an agreement to acquire HMK Mattress Holdings, LLC ("Sleepy's", B3 stable) in a transaction valued at $780 million. Mattress Firm plans to finance the purchase and related fees with incremental debt, approximately $30 million of assumed Sleepy's mortgages and a $10 million rollover equity contribution. While the exact terms and conditions of the financing have not been announced, the company expects to issue a $750-800 million add-on term loan. The deal is expected to close in the first half of FY 2016. The rating affirmation reflects Moody's view that the addition of Sleepy's will allow Mattress Firm to expand its geographic reach and realize significant synergies over time by leveraging nationwide advertising, delivery and distribution. With a total of 1,066 stores, Sleepy's dominates the Northeast region (where Mattress Firm has little presence) and has meaningful presence in the mid-Atlantic and Chicago markets where it overlaps with Mattress Firm. However, the rating will be weakly positioned in the B1 rating category following the transaction given the increase in financial leverage expected to result from the acquisition and integration challenges generally associated with such combinations that could elevate operational risk. Moody's estimates that the acquisition will raise lease-adjusted debt/EBITDA slightly above the downgrade trigger on a pro-forma LTM Q2'15 basis excluding synergies. The deal will also be Mattress Firm's second transformative acquisition in just over a year, coming on the heels of Sleep Train, which is still in the process of integration. The affirmation is subject to receipt and review of final deal documentation. Moody's assumes that the deal will be financed at rates and terms similar to those of the existing term loan. In addition, Moody's assumes that the company will have sufficient availability under its asset-based revolving credit facility to meet the requirements of the expanded business. These ratings of Mattress Holding Corp. were affirmed: -- Corporate Family Rating, at B1 -- Probability of Default Rating, at B1-PD -- $720 million first lien senior secured term loan due 2021, at Ba3 (LGD3) -- Speculative-Grade Liquidity Rating, at SGL-2 -- Outlook, remains stable RATINGS RATIONALE The B1 Corporate Family Rating reflects Mattress Firm's position as the largest specialty mattress retailer with coast-to-coast reach in the highly fragmented U.S. market, credible growth opportunities from new store expansion, and prospects for steady near-term demand driven by improving U.S. household formation. Pro-forma for the Sleepy's acquisition, the company will have presence across the United States and leading share in the majority of its markets. At the same time, the rating considers the increase in leverage and integration risk following the pending Sleepy's deal. The rating also reflects Mattress Firm's narrow product focus as a mattress retailer, and limited organic growth in the highly competitive mattress retailing industry, which creates dependence on continual investment in new store openings and acquisitions to generate growth. The stable outlook assumes that the company will deleverage towards 5 times debt/EBITDA over the next 12 months through earnings growth and debt repayment. The outlook also assumes that the company will maintain good liquidity including strong positive free cash flow and sufficient revolver availability. The ratings could be downgraded if the company faces challenges integrating acquisitions, if revenue and earnings decline, or the company's liquidity profile deteriorates for any reason. Quantitatively, ratings could be downgraded if debt/EBITDA is sustained above 5.0 times or EBITA/Interest expense is sustained below 2.0 times. The ratings could be upgraded if the integration of 2014 and 2015 deals proceeds on plan and the company continues to demonstrate solid organic growth, such that lease-adjusted leverage is sustained at or below 4.0 times and EBITA/interest expense above 2.5 times. An upgrade would also require a commitment to more conservative financial policies, including the lack of meaningful debt-financed acquisitions. Mattress Holding Corp. is a subsidiary of specialty mattress retailer Mattress Firm Holding Corp., which operates 2,420 stores in the U.S., including franchised locations (as of Nov. 3, 2015, based on preliminary reported results). Mattress Firm Holding Corp. is publicly traded but J.W. Childs owns approximately 36%. Revenues for the 12 months ended November 3, 2015 were approximately $2.5 billion. Pro-forma for the announced acquisition of Sleepy's, Mattress Firm will operate over 3,400 stores and have revenues of over $3.6 billion. The principal methodology used in these ratings was Retail Industry published in October 2015. MCCLATCHY COMPANY: Moody's Affirms Caa1 CFR, Outlook Stable ----------------------------------------------------------- Moody's Investors Service affirmed the credit ratings of The McClatchy Company and changed the rating outlook to stable from positive due to continued weakness in the print advertising market and the ongoing pressure on the company's operating cashflow. While the company has spent the majority of 2015 working on improving its digital product offerings and re-organizing the sales-force, the results of these efforts may take time to yield, placing further pressure on ongoing debt-to-EBITDA leverage. In addition, Moody's is revising the Speculative Grade Liquidity rating to SGL-3, as it expects ongoing top-line pressure to depress free cash flow generation, and potentially result in short term draws on the company's revolving credit facility for working capital needs. McClatchy's Corporate Family rating was affirmed at Caa1 and the Probability of Default Rating and debt instrument ratings were affirmed as summarized. Issuer: McClatchy Company (The) Outlook Actions: Outlook, Changed To Stable From Positive Affirmations: Corporate Family Rating, Affirmed Caa1 Probability of Default Rating, Affirmed Caa1-PD Speculative Grade Liquidity Rating, revised to SGL-3 from SGL-2 Gtd Senior Secured Notes due 2022, Affirmed B1, LGD2 Issuer: Knight Ridder, Inc. (assumed by The McClatchy Company) Unsecured Unguaranteed Notes and Debentures, Affirmed Caa2, LGD5 RATINGS RATIONALE McClatchy's Caa1 Corporate Family Rating reflects persistent revenue pressure on the company's newspaper and print operations, reliance on cyclical advertising spending, and its high leverage including a large underfunded pension. These risks are only partially tempered by the company's good market position in local news and a favorable maturity profile that diminishes default risk over the next two years. Moody's expects newspapers will continue to face growing competition with technology-driven changes in media consumption and shifts by advertisers away from print media creating ongoing pressure on revenue and margins. McClatchy is likely to face more competition as the company grows digital revenue and expands offerings such as direct marketing or digital marketing solutions for local businesses, and we expect gains will not fully offset declines in print newspaper revenue. Ratings get some support from the company's plans to utilize a portion of free cash flow to invest in digital operations with long term growth potential or to repay debt. Looking forward, maintaining EBITDA margins for each of the company's print operations and generating sufficient free cash flow to invest in growth strategies while funding debt maturities will be challenging due to continued secular pressure on core newspapers. Moody's expects leverage to remain high near-term, in excess of 8x (incorporating Moody's standard adjustments), as the company continues to realize the results of its digital initiatives and sales force re-alignment. While the company maintains commitment to reducing its debt using available cash-flow proceeds, top-line pressure on revenues remains, resulting in Moody's revising its outlook from Positive to Stable. The stable rating outlook reflects our expectation that the U.S. economy will continue to grow modestly and, despite declines in print ad revenue and investments in digital development and salesforce re-alignment, EBITDA margins will remain above industry average. Moody's expects leverage to remain elevated while the actioned changes for 2015 cycle through the company's business operations and results. Moody's expects the company to continue using any free operating cash flow towards debt repayment. The stable rating outlook also incorporates Moody's expectation that McClatchy will maintain at least adequate liquidity and minimal free cash flow-to-debt generation. McClatchy's ratings could be downgraded if there is continuous negative free cash flow or persistent revenue declines with limited prospects for a reversal. Ratings could be upgraded if the company is able to reduce overall revenue erosion leading to smaller percentage declines in EBITDA with free cash flow in excess of 5% of debt and with debt-to-EBITDA expected to remain below 6.0x (including Moody's standard adjustments). The company would also need to maintain good liquidity including a comfortable EBITDA cushion to financial covenants and an expectation that it can address debt maturities as they come due. The principal methodology used in these ratings was Global Publishing Industry published in Dec. 2011. The McClatchy Company, headquartered in Sacramento, CA, is one of the largest newspaper companies in the U.S., with 29 daily newspapers, community newspapers, websites, mobile news and advertising, niche publications, direct marketing and direct mail services. McClatchy holds equity investments in CareerBuilder (15% ownership) and HomeFinder.com, LLC (33.3%) as well as other newspaper and online properties. The McClatchy family members and trusts, formed for the benefit of the McClatchy family, own roughly 28% of the economic interest in the company and control approximately 80% of voting power through a dual class share structure. Revenue for the LTM ended Sept. 27, 2015, was approximately $1.1 billion. MEDNAX INC: Moody's Assigns Ba2 CFR, Outlook Stable --------------------------------------------------- Moody's Investors Service assigned a Ba2 Corporate Family Rating and Ba2-PD Probability of Default Rating to MEDNAX, Inc. At the same time, Moody's assigned a Ba2 rating to MEDNAX's proposed $500 million senior unsecured notes. In addition, Moody's also assigned a Speculative Grade Liquidity Rating of SGL-1. The rating outlook is stable. This is the first time Moody's has assigned public ratings to MEDNAX. Proceeds will be used to repay borrowings under the company's $1.7 billion revolving credit facility expiring in 2019 (not rated). These ratings have been assigned: MEDNAX, Inc.: Corporate Family Rating at Ba2 Probability of Default Rating at Ba2-PD $500 million senior unsecured notes maturing 2023 at Ba2 (LGD 4) The rating outlook is stable RATING RATIONALE MEDNAX's Ba2 Corporate Family Rating reflects the company's significant product line concentration in neonatal and pediatric subspecialties, which represent about 58% of revenues. It also reflects the company's aggressive acquisition strategy, and the evolving nature of its business focus. Moody's expects the company to concentrate its acquisition led growth on transactions outside its core high margin neonatal specialty, as such the rating agency expects over time EBITDA margins will compress. Moody's expects that MEDNAX's financial leverage will increase in the near-term, but remain moderate at below 3.0 times. The rating benefits from the company's leading market position in neonatal physician staffing, moderate exposure to government reimbursement and Moody's expectation of continued EBITDA growth and stable cash flow. Furthermore, Moody's also expects that MEDNAX will remain disciplined with respect to the use of incremental debt for acquisitions. The stable rating outlook reflects Moody's belief that even as MEDNAX pursues an active acquisition strategy, that the company will be able to sustain debt to EBITDA around 2.5 times, aided by positive organic sales growth and new contract wins. Moody's does not anticipate an upgrade in the near-term. Over the longer term, if the company can continue to effectively manage its acquisition-led growth without material disruptions to operations or a material increase in debt, the ratings could be upgraded. Moody's could downgrade the ratings if the company pursues material debt-financed acquisitions or shareholder initiatives. In addition, the rating could come under pressure should there be negative developments in reimbursement or payor mix, or the inability to retain physicians and/or hospital contracts that materially impact operating results. More specifically, if debt to EBITDA is sustained above 3.5 times, Moody's could downgrade the ratings. The principal methodology used in these ratings was that for the Business and Consumer Service Industry published in December 2014. Based in Sunrise, FL, MEDNAX, Inc. is a leading provider of physician staffing in neonatal, pediatric, and anesthesiology services to hospitals across 35 states and Puerto Rico. The company also provides teleradiology services in all 50 states through a network of more than 350 affiliated radiologists. MMM HOLDINGS: S&P Raises CCR & Sec. Debt Rating to 'B-' ------------------------------------------------------- Standard & Poor's Ratings Services said that it raised its counterparty credit and secured debt ratings on MMM Holdings Inc. to 'B-' from 'D'. The outlook is negative. MMM (the downstream holding company of Innovacare Inc.) executed an amendment to its credit agreement that resolves all current defaults. Following discussions with lenders earlier this year, the company elected not to make its third-quarter principal amortization payment on its first-lien term loan and had been operating under a forbearance agreement with lenders since Sept. 30, 2015. Under the amended credit agreement, the company will no longer be required to make mandatory quarterly principal amortization payments. These payments were causing the company liquidity stress because of the need to maintain enough capital at its regulated entities to meet local regulatory requirements (in this case, a risk-based capital [RBC] ratio of at least 200%). Per the amended credit agreement, the company will now be required make a debt prepayment of $10.0 million-$11.875 million on March 31, 2016, with the amount depending on the RBC ratio of its regulated entities, and another debt prepayment for fiscal 2016 based on an excess-cash flow calculation (conditional on the company maintaining a RBC ratio of at least 200%). Among other changes, the company will now have the option to make part of its interest payments on a paid-in-kind (PIK) basis. In addition, the company's previous financial maintenance covenants have been replaced by a minimum EBITDA per quarter (with an approximate 20% EBITDA cushion built in) and a minimum RBC of 150% (of the authorized control level) at the regulated entities. Separately, the company's $30 million revolver was canceled. The negative outlook reflects the potential for a downgrade to the 'CCC' category during the next 12 months if the company cannot sustain its earnings stabilization, and if this increases the refinancing risk regarding its term loan, which effectively matures in March 31, 2017 (or up to June 30, 2017, with waiver extensions). If it appears likely that the company will be unable to refinance its debt and default is inevitable, S&P will downgrade the rating to 'CC'. An upgrade during the next 12 months is unlikely given the rating action. However, S&P would consider affirming the ratings with a stable outlook if the company is able to meet its expectations for operating performance in 2016-2017 and position itself for a successful refinancing or strategic alternative. In the long term (beyond 12 months), an upgrade is possible if the company can grow profitably, improve operating performance, maintain stronger regulated capital, and operate at stronger leverage and coverage metrics. MOLYCORP INC: May Have to Sell Assets to Repay Debt --------------------------------------------------- Seeking Alpha reports that Molycorp Inc may need to sell assets to repay its $1.8-billion debt load. Seeking Alpha claims that $600 million of the Company's $2.4 billion in assets are worthless. Seeking Alpha says that of the $1.8 billion that remains, about $1.7 billion are related to property, plant and equipment, and its Mountain Pass facility. The Company's PP&E, Seeking Alpha states, may have limited buyers given the downturn in the mining sector. Seeking Alpha relates that the Company spent billions to modernize its Mountain Pass rare earth mine just as rare earth prices were cratering. According to the report, the Company failed to service its debt, delayed interest payments totaling about $36 million in the second quarter precluded its bankruptcy filing. The Company has about $1.8 billion in total debt of which (i) $374 million is related to term loans and equipment financing and [ii] $1.4 billion in senior and subordinated bonds, Seeking Alpha relates. About Molycorp, Inc. Molycorp Inc. -- http://www.molycorp.com/-- is a global rare earths and rare metals producer. Molycorp owns several prominent rare earth processing facilities around the world. It has a workforce of 2,530 employees at locations on three continents. Molycorp's Mountain Pass Rare Earth Facility in San Bernadino County, California, is home to one of the world's largest and richest deposits of rare earths. Molycorp has corporate offices in the United States, Canada and China. CEO Geoffrey R. Bedford, and other senior management members are located in Molycorp's corporate offices in Toronto, Canada. Other senior manageemnt members are located at its U.S. corporate headquarters in Greendwood Village, Colorado. Molycorp reported a net loss of $623 million in 2014, a net loss of $377 million in 2013 and a net loss of $475 million in 2012. As of March 31, 2015, the Company had $2.49 billion in total assets, $1.78 billion in total liabilities and $709 million in total stockholders' equity. Molycorp and its North American subsidiaries, together with certain of its non-operating subsidiaries outside of North America, filed Chapter 11 voluntary petitions in Delaware (Bankr. D. Del. Lead Case No. 15-11357) on June 25, 2015, after reaching agreement with a group of lenders on a financial restructuring. The Chapter 11 cases of Molycorp and 20 affiliated debts are pending before Judge Christopher S. Sontchi. The agreement provides for a financial restructuring of the Company's $1.7 billion in debt and provides up to $225 million in gross proceeds in new financing to support operations while the Company completes negotiations with creditors. The Company's operations outside of North America, with the exception of non-operating companies in Luxembourg and Barbados, are excluded from the filings. Molycorp Rare Metals (Oklahoma), LLC, with operations in Quapaw, Oklahoma, also is excluded from the filings as it is not 100% owned by the Company. Molycorp is being advised by the investment banking firm of Miller Buckfire & Co. and is receiving financial advice from AlixPartners, LLP. Jones Day and Young, Conaway, Stargatt & Taylor LLP act as legal counsel to the Company in this process. Prime Clerk serves as claims and noticing agent. Secured creditor Oaktree Capital Management L.P., consented to the use of cash collateral and to extend postpetition financing. On July 8, 2015, the U.S. trustee overseeing the Chapter 11 case of Molycorp Inc. appointed eight creditors of the company to serve on the official committee of unsecured creditors. MORTGAGE FUND '08: Montgomery Wins Summary Judgment Bid ------------------------------------------------------- Before the United States Bankruptcy Court for the Northern District of California, Oakland Division, are cross-motions for summary judgment filed by plaintiff Susan L. Uecker, the liquidating trustee appointed under the confirmed plan of Mortgage Fund '08 LLC, and defendant Robert L. Montgomery. The Trustee moves for summary judgment on the California Civil Code constructive fraudulent transfer claim in her first amended complaint. Montgomery moves for summary judgment on the affirmative defenses asserted in his answer. Judge Roger L. Efremsky of the United States Bankruptcy Court for the Northern District of California, Oakland Division, granted summary adjudication in favor of the Defendant, holding that the Settlement Agreement is ambiguous and the extrinsic evidence shows that the release in the Settlement Agreement covers the Trustee's claims in the adversary proceeding. Judge Efremsky deems the remaining issues as moot. The adversary proceeding is SUSAN L. UECKER, Trustee of the Mortgage Fund '08 Liquidating Trust, Plaintiff, v. ROBERT L. MONTGOMERY, Defendant, ADV. PROC. NO. 13-4190 RLE (Bankr. N.D. Calif.). The bankruptcy case is In re: MORTGAGE FUND '08 LLC, Chapter 11, Debtor, CASE NO. 11-49803 RLE (Bankr. N.D. Calif.). Susan L. Uecker, Liquidating Trustee of Mortgage Fund '08 Liquidating Trust, Plaintiff, represented by Erin E. Daly, Jeffer Mangels Butler & Mitchell LLP, Bennett G. Young, Jeffer Mangels Butler and Mitchell LLP. A full-text copy of the Memorandum Decision dated November 19, 2015 is available at http://is.gd/M6xzNqfrom Leagle.com. Robert Montgomery, Defendant, is represented by: Richard S. Miller, Esq. 111 S. Calvert Street #2700 Baltimore, MD 21202 Phone: (800) 581-3087 24-Hour Cell: (410) 996-4488 NATIVE WHOLESALE: Court Affirms June 29 Judgment Order ------------------------------------------------------ Appellant Native Wholesale Supply Company, Inc., appeals a June 29, 2015 Order of the bankruptcy court, and seeks to overturn the bankruptcy court's interpretation of the term "Final Order" in its confirmed plan of reorganization. Appellee State of Oklahoma has moved to dismiss the appeal due to: (1) procedural default because appellant has not perfected the appeal; and (2) because the bankruptcy court ruling under appeal is moot. The Appellee has also moved for imposition of monetary sanctions on grounds that the appeal was frivolous and was filed to delay payments due to appellee under the plan. In a Decision and Order dated November 19, 2015, which is available at http://is.gd/34mZ6Pfrom Leagle.com, Judge Richard J. Arcara of the United States District Court for the Western District of New York affirmed the bankruptcy court's June 29, 2015 Order. The June 10, 2014 Judgment of the Oklahoma Supreme Court was properly found to be a Final Order by the bankruptcy court, Judge Arcara held. At this time, the Court does not reach State of Oklahoma's motion for sanctions, Judge Arcara said. The case is NATIVE WHOLESALE SUPPLY COMPANY, Appellant, v. STATE OF OKLAHOMA, Appellee,NO. 15-CV-665-A (W.D. Okla.). Native Wholesale Supply Company, Appellant, represented by Janet G. Burhyte, Esq. -- jburhyte@gross-shuman.com -- Gross, Shuman, Brizdle & Gilfillan, P.C. & Robert J. Feldman, Esq. -- rfeldman@gross-shuman.com -- Gross, Shuman, Brizdle & Gilfillan, P.C.. The State of Oklahoma, Appellee, represented by Craig Thomas Lutterbein, Hodgson Russ LLP, E. Clyde Kirk, Assistant Attorney General & Karen Cordry. About Native Wholesale Supply Company Native Wholesale Supply Company is engaged in the business of importing cigarettes and other tobacco products from Canada and selling them to third parties within the United States. It purchases the products from Grand River Enterprises Six Nations, Ltd., a Canadian corporation and the Debtor's only secured creditor. Native is an entity organized under the Sac and Fox Nation and has its principal place of business at 10955 Logan Road in Perrysburg, New York. Native filed for Chapter 11 bankruptcy (Bankr. W.D.N.Y. Case No. 11-14009) on Nov. 21, 2011. The Chapter 11 filing was triggered to resolve an ongoing dispute with the United States government regarding up to $43 million in assessments made by the government against the Debtor pursuant to the Fair and Equitable Tobacco Reform Act of 2004 and the Tobacco Transition Payment Program and to restructure the terms of payment of any obligation determined to be owing by the Debtor to the U.S. under the Disputed Assessment. The issues pertaining to the Disputed Assessment resulted in two lawsuits, subsequently consolidated, now pending in the Federal District Court. Robert J. Feldman, Esq., and Janet G. Burhyte, Esq., at Gross, Shuman, Brizdle & Gilfillan, P.C., in Buffalo, N.Y., represent the Debtor as counsel. The Company disclosed $30,022,315 in assets and $70,590,564 in liabilities as of the Chapter 11 filing. The States of California, New Mexico, Oklahoma and Idaho have appeared in the case and are represented by Garry M. Graber, Esq., and Craig T. Lutterbein, Esq., at Hodgson Russ LLP, in Buffalo, Newj York, and Karen Cordry, Esq., National Association of Attorneys General, in Washington, D.C. According to a Consensual Disclosure Statement for Joint Consensual Plan of Reorganization of Native Wholesale Supply Company, and the States dated March 6, 2014, the Debtor established a Plan Funding Account at M&T and deposited $5.5 million on Feb. 4, 2014, and an additional $500,000 was deposited on Feb. 14, 2014. An additional $500,000 will be deposited in the Plan Funding Account on each succeeding 15th day of each month (or the first business day after the 15th) beginning in March 2014 until the Plan is confirmed. No trustee, examiner or creditors' committee has been appointed in the case. NAVIOS SOUTH AMERICAN: S&P Lowers Corporate Credit Rating to 'B' ---------------------------------------------------------------- Standard & Poor's Ratings Services lowered its corporate credit ratings on Navios South American Logistics Inc. to 'B' from 'B+'. At the same time, S&P lowered its issue-level rating on Navios Logistics Finance (US) Inc.'s senior unsecured notes to 'B' from 'B+'. The downgrade of Navios Logistics reflects similar action on its parent company, Navios Maritime Holdings. Low charter rates and uncertain outlook for the dry bulk shipping industry will limit Navios Holdings' ability to improve credit metrics in 2016, as S&P previously expected. Navios Logistics remains a fairly stable cash generator thanks to its long-term contracted position with protective clauses and to the company's operating efficiency. S&P expects Navios Logistics to continue investing in expansion of its port operations over the coming quarters, which should raise EBITDA to about $140 million and EBITDA margins to above 35% by 2017 from $84 million and 30% expected for 2015. This, combined with a smooth debt amortization profile and sound liquidity position, supports S&P's view of the company's SACP remaining at 'b+'. NEWLEAD HOLDINGS: Annual General Meeting Set for Dec. 23 -------------------------------------------------------- NewLead Holdings Ltd. will hold its 2015 Annual General Meeting of Shareholders on Dec. 23, 2015. at 11:00 a.m., Athens time, on Wednesday, Dec. 23, 2015, at NewLead Holdings Ltd.'s office located at 83 Akti Miaouli & Flessa Street, Piraeus, Greece, for the following purposes: 1. To receive the directors' report and audited financial statements of NewLead Holdings Ltd. for the fiscal year ended Dec. 31, 2014, together with the auditor's report thereon. 2. To reappoint EisnerAmper LLP as the Company's independent auditors to hold office from the conclusion of the 2015 annual general meeting until the close of the Company's next annual general meeting and to authorize the Board of Directors to determine the auditors' remuneration. 3. To re-elect Michail S. Zolotas as Class I director to hold office from the conclusion of the 2015 annual general meeting until the Company's 2018 annual general meeting. 4. To elect Samuel Gulko as a Class II director to hold office from the conclusion of the 2015 annual general meeting until the Company's 2017 annual general meeting. 5. To approve and authorize the Board of Directors, in accordance with the Company's Bye-laws, to effect a consolidation of the Company's common shares at a ratio of not less than 1-for-20 and not more than 1-for-1000 at any time prior to June 30, 2016, with the manner of implementation, ratio and timing of such consolidation to be determined by the Board of Directors. 6. To consider any other business that may be properly presented at the meeting. A copy of the Proxy Statement is available for free at: http://is.gd/CtDauC About NewLead Holdings Ltd. Based in Athina, Greece, NewLead Holdings Ltd. -- http://www.newleadholdings.com/-- is an international, vertically integrated shipping company that owns and manages product tankers and dry bulk vessels. NewLead currently controls 22 vessels, including six double-hull product tankers and 16 dry bulk vessels of which two are newbuildings. NewLead's common shares are traded under the symbol "NEWL" on the NASDAQ Global Select Market. Newlead reported a net loss attributable to the Company's shareholders of $100 million on $12.6 million of revenues for the year ended Dec. 31, 2014, compared to a net loss attributable to the Company's shareholders of $158 million on $7.34 million of revenues for the year ended Dec. 31, 2013. As of Dec. 31, 2014, the Company had $190 million in total assets, $300 million in total liabilities, and a $110 million total shareholders' deficit. Cherry Bekaert LLP, in Charlotte, North Carolina, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that the Company has incurred a net loss, has negative cash flows from operations, negative working capital, an accumulated deficit and has defaulted under its credit facility agreements resulting in all of its debt being reclassified to current liabilities all of which raise substantial doubt about its ability to continue as a going concern. NGL ENERGY: Moody's Assigns B2 Rating on New $300MM Unsecured Notes ------------------------------------------------------------------- Moody's Investors Service assigned a B2 rating to NGL Energy Partners LP's proposed offering of $300 million senior unsecured notes due 2020. NGL's other ratings and negative outlook were unchanged. Net proceeds from this offering will be used to reduce borrowings under NGL's revolving credit facilities and for general partnership purposes. The proposed notes will be jointly issued by NGL Energy Partners LP and its wholly owned subsidiary NGL Energy Finance Corp. "This is a leverage neutral transaction," said Sajjad Alam, Moody's AVP-Analyst. "Liquidity however, will improve modestly from increased availability under the credit facilities." Issuer: NGL Energy Partners LP Assignments: US$300 Million Senior Unsecured Regular Bond/Debenture, Assigned B2, LGD5, 87% RATINGS RATIONALE The proposed unsecured notes will rank equally in right of payment to NGL's existing 5.125% and 6.875% notes and hence the new notes were assigned the same B2 rating. The new notes will be junior to NGL's secured credit facilities and 6.65% secured notes. All of NGL's unsecured notes are rated two notches below the Ba3 Corporate Family Rating (CFR) because of the large proportion of secured debt in the capital structure and Moody's expectation that the company will continue to maintain a high level of utilization of its revolving credit facilities to fund acquisitions and working capital needs. NGL has $2.44 billion of secured revolving credit facilities plus $250 million of secured notes that have an all-asset pledge and a priority claim over unsecured lenders. The Ba3 CFR reflects NGL's elevated leverage and ongoing high level of capital spending, portfolio of numerous discrete assets; significant exposure to weather, throughput volumes, commodity prices and basis differentials; and the generally low barriers to entry for most of its service-oriented businesses. The rating also reflects the highly acquisitive nature of the management team, the Master Limited Partnership business model that requires large ongoing distributions and the challenging industry landscape that will likely slow volume and margin growth through 2017. The Ba3 CFR is supported by NGL's increasing scale, diversified and somewhat vertically integrated operations across several key US oil and gas basins that reduce cash flow volatility; a high proportion of fee-based cash flows from its water solutions, terminals/storage, and logistics businesses; and a seasoned management team with significant ownership stake. The company continues to improve its business risk profile by focusing on increasing the proportion of fee based revenues under medium and long term contracts. Moody's expects management to focus on strengthening its balance sheet and liquidity over the next several quarters because of weak anticipated industry conditions in the US driven by lower oil prices. The negative outlook reflects NGL's already elevated financial leverage and heavy capital spending through 2016. The CFR could be downgraded if it appears that leverage will remain above 5x through the end of calendar 2016. An upgrade is unlikely through 2016, but looking further out, an upgrade is possible if NGL can reduce leverage near 3.5x and maintain distribution coverage above 1.3x. A higher proportion of fee-based cash flows generated under long term contracts would also be viewed positively for the ratings. The principal methodology used in this rating was the Global Midstream Energy published in December 2010. Headquartered in Tulsa, Oklahoma, NGL Energy Partners LP is a publicly traded MLP with diversified midstream assets in several key oil and gas basins in North America. NUANCE COMMUNICATIONS: Proposed Notes No Impact on Moody's Ba3 CFR ------------------------------------------------------------------ Moody's Investors Service said Nuance Communications, Inc. (Ba3, Stable) proposed $550 million senior unsecured convertible note issuance has no impact on Nuance's Ba3 Corporate Family Rating. If the company is successful in raising the notes and repaying existing term debt, the existing unsecured guaranteed notes due 2020, could be upgraded. PACIFIC COAL: Fails to File Interim Financial Statements -------------------------------------------------------- Pacific Coal Resources Ltd. on Dec. 1 disclosed that it has filed a material change report in respect of the Company's default in filing interim financial statements, management's discussion and analysis, and certifications for the three and nine-month period ending September 30, 2105 which were due to be filed on November 30, 2015 as required under National Instrument 51-102 Continuous Disclosure Obligations. In connection with the Company's inability to file the Third Quarter Interim Financial Statements on time, the Canadian securities regulators may issue a cease trade order. The Company has applied to applicable Canadian securities regulators requesting that if a cease trade order is issued, it be a management cease trade order (which restrains trading in the Company's securities by certain Company insiders) as opposed to an issuer cease trade order (which restricts all trading in the Company's securities). Due to a loss of key personnel charged with the preparation of the financial statements and a delay in obtaining key operational information from a contractor, additional time is required to complete the filing. The Company is working diligently to file the Third Quarter Interim Financial Statements in an expedient manner. The Company currently expects to file the Third Quarter Interim Financial Statements within a relatively short time period but no later than two months, during which time the Company will provide bi-weekly default status reports in accordance with Section 4.4 of National Policy 12-203 - Cease Trade Orders for Continuous Disclosure Defaults. About Pacific Coal Resources Ltd. Pacific Coal Resources Ltd. is a Canadian-based mining company engaged in the acquisition, exploration and production of coal and coal-related assets from properties located in Colombia. The Company's common shares are listed on the TSX Venture Exchange and trade under the symbol "PAK". PALISADES PARK: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: Palisades Park Plaza LLC 500 Tenth Street Palisades Park, NJ 07650 Case No.: 15-32649 Nature of Business: Single Asset Real Estate Chapter 11 Petition Date: December 1, 2015 Court: United States Bankruptcy Court District of New Jersey (Newark) Judge: Hon. Stacey L. Meisel Debtor's Counsel: John W. Sywilok, Esq. JOHN W. SYWILOK LLC 51 Main Street Hackensack, NJ 07601 Tel: (201) 487-9390 Email: sywilokattorney@sywilok.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Chang Dong Kim, president. The Debtor did not include a list of its largest unsecured creditors when it filed the petition. PANGEA MERGER: Moody's Affirms B2 CFR, Outlook Stable ----------------------------------------------------- Moody's Investors Service affirmed Pangea Merger Sub Inc.'s B2 Corporate Family Rating, B2-PD Probability of Default Rating and the B1 rating for its proposed first lien credit facilities, and withdrew the Caa1 rating for Pangea's second lien term loans. The facilities are being raised in connection with the acquisition of Premiere Global Services, Inc. (PGS) by affiliates of Siris Capital Group, LLC. PGS announced that it plans to replace the previously contemplated $150 million of second lien term loans with an increase in the first lien term loan by $50 million and $100 million of intercompany loans from Pangea's indirect parent. The rating outlook is stable. 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). Moody's will move all of the ratings of Pangea to ATS at the close of the acquisition. RATINGS RATIONALE The revised terms of the financing will have no effect on the closing leverage but will modestly enhance PGS' flexibility as a result of the PIK interest option on the intercompany loans. 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 declining revenues in the audio conferencing services through growth in the higher-margin, subscription-based collaboration services. PGS has a small market share in the collaboration market, which is dominated by the leading enterprise software and networking vendors. The risks are partially mitigated by PGS' good liquidity, including about $70 million of unrestricted cash, which covers expected restructuring costs and deferred acquisition payments 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 about 4.7x (Moody's adjusted, assuming PIK interest) by 2017 and its free cash flow to debt ratio will increase from about 1% to 2% in 2016 to 7% 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. Ratings affirmed: Issuer: 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) Ratings withdrawn: 2nd lien term loan facility, Caa1 (LGD5) Outlook: Outlook - Stable Premiere Global Services, Inc. provides audio conferencing, web and video collaboration services with approximately $567 million in revenues for the twelve months ended Sept. 30, 2015. The principal methodology used in these ratings was Business and Consumer Service Industry published in December 2014. PHOSCAN CHEMICAL: TSX Delisting Review Period Extended ------------------------------------------------------ PhosCan Chemical Corp. on Nov. 30 disclosed that the Toronto Stock Exchange ("TSX") has notified the Company that TSX has decided to extend its review of the eligibility of the Company's common shares for continued listing for a period of 60 days. PhosCan Chemical Corp. -- http://www.phoscan.ca/-- is a Canada-based company, engaged in the exploration and evaluation of the Martison Phosphate Project, which consists of the Martison Phosphate Deposit and a planned phosphate mine, beneficiation plant, conversion complex and solid fertilizer production facility (the Martison Project). PROQUEST LLC: S&P Revises Outlook to Negative & Affirms 'B' CCR --------------------------------------------------------------- Standard & Poor's Ratings Services said that it revised its rating outlook on Ann Arbor, Mich.-based content provider ProQuest LLC to negative from stable. At the same time, S&P affirmed its 'B' corporate credit rating on the company and its 'BB-' issue-level on the upsized first-out revolving credit facility. The '1' recovery rating on the credit facility is unchanged, indicating S&P's expectation for very high recovery (90%-100%) of principal in the event of a payment default. S&P's 'B' issue-level and '3' recovery ratings on the company's term loan B due 2021, which includes the proposed $275 million add-on, are unchanged. The '3' recovery rating indicates S&P's expectations for meaningful recovery (50%-70%; lower half of the range) of principal in the event of a payment default. S&P also assigned its 'B-' issue-level and '5' recovery ratings to the company's proposed $125 million second-lien term loan due 2022. The '5' recovery rating indicates S&P's expectation for modest recovery (10%-30%; lower half of the range) of principal in the event of a payment default. "The outlook revision reflects the additional risk associated with ProQuest's increased leverage and the integration risk related to its pending acquisition of Ex Libris Group," said Standard & Poor's credit analyst Elton Cerda. ProQuest plans to finance the acquisition with the proceeds from the credit facilities, $170 million of additional equity from its sponsors, and almost $20 million from its balance sheet. Pro forma for the transaction, leverage increased to 7.3x from about 6x as of Sept. 30, 2015. "We expect that the company will decrease its debt leverage by 1x to the mid-6x range over the next 12 months due to synergies and debt repayment," said Mr. Cerda. "Our corporate credit rating on ProQuest reflects our expectation that the company's leverage will remain high, above 6x, during the next 12 months, primarily due to its aggressive financial policy and acquisition-driven growth strategy. Our expectation underscores our assessment of ProQuest's financial risk profile as "highly leveraged." Pro forma for the Ex Libris acquisition, ProQuest generates almost 75% of its revenue from libraries in higher education, where the evolution of e-books has aided growth. We expect that Ex Libris' offerings, including its library services platform, will likely enhance ProQuest's future growth. However, some of ProQuest's corporate and government clients are facing budgetary pressures and are not increasing spending allocations for libraries, resulting in a low-growth near-term operating outlook for the company. As a result, we view ProQuest's business risk profile as "weak", S&P said. The negative rating outlook reflects ProQuest's increased execution risk and debt leverage as a result of its pending acquisition of Ex Libris, as well as S&P's expectation that leverage will remain very high over the next 12 months. S&P could lower the rating if the company's leverage remains elevated above 6.5x as result of missteps in integrating the Ex Libris acquisition or underperformance in its core business as a result of economic weakness or customers budgetary pressure, causing revenue and EBITDA declines and discretionary cash flow contraction. S&P could also lower the rating if the company's liquidity becomes "less than adequate." S&P would consider revising the outlook to stable if ProQuest's leverage declines below 6.5x as a result of a successful integration of its recent acquisitions and the achievement of synergies. Additionally, an outlook revision to stable would entail ProQuest achieving revenue growth at a low-single-digit percent rate on a sustained basis and maintaining a 20% cushion of compliance with its most restrictive financial covenant. PUERTO RICO: COFINA Senior Creditors Comment on "Superbond" ----------------------------------------------------------- The senior creditors of the Puerto Rico Sales Tax Financing Corporation ("COFINA"), on Nov. 30 issued the following statement with respect to recent media coverage regarding the Commonwealth of Puerto Rico's proposed "superbond": "Recent press reports suggest that a proposed 'superbond' will rely on a 'consolidation of revenue streams'. While it is unclear if this consolidation would include the portion of the sales and use tax that is COFINA's property, it is important to note that the usage of COFINA revenues without our consent would violate Puerto Rican and U.S. Constitutions. We await further details of this proposed 'superbond' and look forward to working constructively with all parties to reach a viable plan that places the Commonwealth on the right path to economic sustainability. "As one of the very few secured creditors in the Puerto Rico debt structure, we expect that our property rights will be protected. COFINA has been the Puerto Rico debt issue that individuals and institutions both on and off-island have most trusted with their capital, retirement accounts and life savings. The Commonwealth must respect the rights of retirees and creditors." * * * As reported in the Troubled Company Reporter-Latin America on Sept. 14, 2015, Standard & Poor's Ratings Services lowered its ratings on the Commonwealth of Puerto Rico's tax-backed debt to 'CC' from 'CCC-' and removed the ratings from CreditWatch, where they had been placed with negative implications July 20. The outlook is negative. QUIKSILVER INC: Court Approves Deloitte as Tax Advisor ------------------------------------------------------ The Hon. Brendan L. Shannon of the U.S. Bankruptcy Court for the District of Delaware authorized Quiksilver Inc, et al., to employ Deloitte Tax LLP as tax advisor nunc pro tunc to Oct. 1, 2015. Deloitte Tax is expected to render these services: 1. continued assistance to the Debtors under the Tax Consulting Engagement Letter, including, among other things: a. advising the Debtors as they consult with the Debtors' counsel and financial advisors on the cash tax effects of restructuring and bankruptcy and the postrestructuring tax profile, including plan of reorganization tax costs; b. advising the Debtors regarding the restructuring and bankruptcy emergence process from a tax perspective, including the tax work plan; and c. advising the Debtors on the cancellation of debt income for tax purposes under Internal Revenue Code Section 108. 2. review and sign the remaining of the Debtors' state and local tax returns specified therein that had not been reviewed and signed prior to the Petition Date. The Debtors will coordinate with Deloitte Tax and the Debtors' other professionals to minimize unnecessary duplication of efforts amongst the Debtors' professionals. The hourly rates of the firm's personnel are: Personnel Classification Hourly Rates ------------------------ ------------ Partner/Principal/Director $795 Senior Manager $705 Manager $608 Senior Staff $503 Staff $398 In connection with the Tax Compliance Engagement Letter, Deloitte Tax will charge a flat fee for the remaining few tax returns. The fee, given the tax returns remaining to be reviewed and executed, is expected to be $10,000. To the best of the Debtors' knowledge, Deloitte Tax is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. Van C. Durrer, II, at Skadden, Arps, Slate, Meagher & Flom LLP, counsel for the Debtor filed a certification in relation to the application to employ Deloitte Tax. About Quiksilver Inc. Quiksilver, Inc., and its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del., Case Nos. 15-11880 to 15-11890) on Sept. 9, 2015. Andrew Bruenjes signed the petition as chief financial officer. The Debtors disclosed total assets of $337 million and total debts of $826 million. Skadden, Arps, Slate, Meagher & Flom LLP is serving as the Debtors' legal advisor, FTI Consulting, Inc. as their restructuring advisor, and Peter J. Solomon Company as their investment banker. Kurtzman Carson Consultants LLC acts as the Debtors' claims and noticing agent. The Debtors' First Amended Joint Chapter 11 Plan of Reorganization provides that on the effective date, Reorganized Quiksilver will issue new common stock to be distributed as follows: (a) first, 19% to holders of Allowed Secured Notes Claims; (b) second, up to 77% to Rights Offering Participants; and (c) third, 4% to the Backstop Parties. As of the Effective Date, the anticipated value of the New Quiksilver Common Stock will be approximately $276 million. The U.S. trustee overseeing the Chapter 11 cases of Quiksilver Inc. and its affiliates appointed seven members to the official committee of unsecured creditors. The Committee tapped Akin Gump Strauss Hauer & Feld LLP, and Pepper Hamilton LLP as its co-counsel as co-counsel; Province Inc. as its financial advisor and PJT Partners Inc. as investment banker. QUIKSILVER INC: ICR LLC Okayed as Communications Consultants ------------------------------------------------------------ The Hon. Brendan L. Shannon of the U.S. Bankruptcy Court for the District of Delaware authorized Quiksilver Inc, et al., to employ ICR, LLC as corporate communications and public relations consultants effective as of the Chapter 11 filing. From 2000 to 2009, ICR provided Quiksilver with various corporate communications and public relations services. On Aug. 1, 2014, the Debtors entered into the Engagement Agreement, originally for ICR to provide investor relations services to the Debtors. On Aug. 24, 2015, the parties entered into an addendum to the Aug. 1, 2014 agreement, to provide that ICR would also provide communications services related to the Debtors' chapter 11 filings. ICR LLC is expected to, among other things: a) develop public relations initiatives for the Debtors to maintain public confidence and internal morale during the chapter 11 process; b) prepare press releases and other public statements for the Debtors, including statements relating to major chapter 11 events; c) prepare other forms of communication to the Debtors' key constituencies and the media; and d) perform such other communications consulting services as may be requested by the Debtors. The hourly rates charged by ICR professionals anticipated to be assigned to the case are: Anton Nicholas $525 Phil Denning $525 Jason Chuboda $300 Julia Young $250 John McKenna $175 Christine Beggan $175 ICR may involve other professionals employed by ICR with similar experience and rates to implement communications strategies as may be necessary from time to time. On Aug. 1, 2014, the Debtors paid ICR $14,000 as an initial retainer on account of investor relations services to be provided to the Debtors. On Sept. 1, 2015, the Debtors paid ICR a retainer fee of $90,000 on account of bankruptcy communication services to be provided to the Debtors. ICR applied the retainer amounts against ICR's prepetition fees and costs, such that ICR had nothing on hand from the total retainer amounts paid. Furthermore, ICR has waived, or will waive, any additional prepetition amounts owing. Van C. Durrer, II, at Skadden, Arps, Slate, Meagher & Flom LLP, counsel for the Debtor filed a certification in relation to the application to employ ICR, LLC. About Quiksilver Inc. Quiksilver, Inc., and its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del., Case Nos. 15-11880 to 15-11890) on Sept. 9, 2015. Andrew Bruenjes signed the petition as chief financial officer. The Debtors disclosed total assets of $337 million and total debts of $826 million. Skadden, Arps, Slate, Meagher & Flom LLP is serving as the Debtors' legal advisor, FTI Consulting, Inc. as their restructuring advisor, and Peter J. Solomon Company as their investment banker. Kurtzman Carson Consultants LLC acts as the Debtors' claims and noticing agent. The Debtors' First Amended Joint Chapter 11 Plan of Reorganization provides that on the effective date, Reorganized Quiksilver will issue new common stock to be distributed as follows: (a) first, 19% to holders of Allowed Secured Notes Claims; (b) second, up to 77% to Rights Offering Participants; and (c) third, 4% to the Backstop Parties. As of the Effective Date, the anticipated value of the New Quiksilver Common Stock will be approximately $276 million. The U.S. trustee overseeing the Chapter 11 cases of Quiksilver Inc. and its affiliates appointed seven members to the official committee of unsecured creditors. The Committee tapped Akin Gump Strauss Hauer & Feld LLP, and Pepper Hamilton LLP as its co-counsel as co-counsel; Province Inc. as its financial advisor and PJT Partners Inc. as investment banker. RCS CAPITAL: Moody's Lowers CFR to Caa1, Outlook Negative --------------------------------------------------------- Moody's Investors Service downgraded RCS Capital Corporation's ratings, including its corporate family rating that was downgraded to Caa1 from B3. The rating outlook is negative. Moody's has taken these rating actions, which concludes Moody's review for downgrade of RCS' ratings that was initiated on Nov. 10, 2015: Corporate family rating, downgraded to Caa1 from B3 $575 million senior secured first lien term loan, downgraded to Caa1 from B3 $25 million senior secured first lien revolving credit facility, downgraded to Caa1 from B3 $150 million senior secured second lien term loan, downgraded to Ca from Caa2 Outlook, negative RATINGS RATIONALE Moody's said that RCS has suffered from a series of adverse events that have diminished its franchise value and resulted in significant and ongoing financial difficulties. Moody's said the downgrades reflect RCS' diminished ability to satisfy its debt load from its ongoing activities, and also the risk that it may not be able to attract a sufficient and timely amount of new investment that is necessary to fully protect creditors' interests, as it seeks to recapitalize its balance sheet. Moody's said that RCS is now dependent upon the value of its independent retail advisory activities, since its investment banking and capital markets business has been further impaired by an affiliate's recent announcement that it will cease activities in products for which RCS had earned significant advisory fees. Moody's said that RCS' independent retail advisory business retains a reasonably strong franchise, yet has significantly underperformed compared to management's expectations, and is not producing sufficient cash flows to service RCS' existing level of debt. This underperformance might adversely affect potential investors' valuation of the franchise, said Moody's. Moody's added that other headwinds from heightened uncertainty over the Department of Labor's pending finalization of its fiduciary standard for retirement account advisors, the prolonged low interest rate environment, and regulatory compliance issues at RCS' non-core operations, could further adversely affect investors' assessment of RCS' value. Such factors could inhibit RCS' ability to attract sufficient new investment to adequately transform its capital structure, or could prolong the decision-making process and result in RCS encountering liquidity issues, said Moody's. Moody's said the Ca rating on RCS' second lien term loan reflects its higher expected loss content given its secondary claim upon RCS' assets and the comparatively high magnitude of RCS' first lien term loan. Moody's said the negative outlook on RCS' ratings reflects the heightened level of uncertainty concerning the satisfactory resolution of these matters. What Could Change the Rating - Up Moody's said RCS' ratings could be upgraded should it successfully complete its recapitalization in a manner that protects creditors' interests and strengthens its ability to focus on improving its retail financial advisory business. What Could Change the Rating - Down Moody's said RCS' ratings could be downgraded should it be unsuccessful in its attempts to timely raise significant new capital on terms that provide sufficient creditor protection, or if its retail financial advisory business suffers a further downturn in results. The principal methodology used in these ratings was Global Securities Industry Methodology published in May 2013. REALOGY HOLDINGS: Redeems $196 Million Senior Notes Due 2020 ------------------------------------------------------------ Realogy Group LLC, an indirect wholly owned subsidiary of Realogy Holdings Corp., redeemed the $196 million aggregate principal amount of outstanding 9.000% Senior Secured Notes due 2020 in accordance with the terms and provisions of the indenture governing the 9.000% Senior Secured Notes, dated as of Feb. 2, 2012, among Realogy Group, Realogy Holdings, the subsidiary guarantors party thereto, and The Bank of New York Mellon Trust Company, N.A. as trustee, at a redemption price of 105.490%. In connection with the redemption of the 9.000% Senior Secured Notes, Realogy Group paid total consideration of approximately $213 million, which included the applicable redemption premium and accrued and unpaid interest. Immediately following such redemption, Realogy Group cancelled the 9.000% Senior Secured Notes and discharged the 9.000% Senior Secured Notes Indenture in accordance with its terms. The 9.000% Senior Secured Notes were redeemed using cash on hand and borrowings under Realogy Group's revolving credit facility. About Realogy Holdings Corp. Realogy Holdings Corp. (NYSE: RLGY) is a global leader in residential real estate franchising with company-owned real estate brokerage operations doing business under its franchise systems as well as relocation and title services. Realogy's brands and business units include Better Homes and Gardens(R) Real Estate, CENTURY 21(R), Coldwell Banker(R), Coldwell Banker Commercial(R), The Corcoran Group(R), ERA(R), Sotheby's International Realty(R), NRT LLC, Cartus and Title Resource Group. Collectively, Realogy's franchise system members operate approximately 13,500 offices with 251,000 independent sales associates doing business in 104 countries around the world. Realogy is headquartered in Madison, N.J. Realogy Holdings reported net income attributable to the Company of $143 million on $5.32 billion of net revenues for the year ended Dec. 31, 2014, compared to net income attributable to the Company of $438 million on $5.28 billion of net revenues during the prior year. As of Sept. 30, 2015, the Company had $8.02 billion in total assets, $5.63 billion in total liabilities and $2.39 billion in total equity. * * * In the Aug. 1, 2013, edition of the TCR, Moody's Investors Service upgraded the corporate family rating of Realogy Group to to B2 from B3. The upgrade to B2 CFR is driven by expectations for ongoing strong financial performance, supported by Realogy's recently-concluded debt and equity financing activities and a continuing recovery in the US existing home sale market. As reported by the TCR on Feb. 18, 2013, Standard & Poor's Ratings Services raised its corporate credit rating on Realogy Corp. to 'B+' from 'B'. "The one notch upgrade in the corporate credit rating to 'B+' reflects an increase in our expectation for operating performance at Realogy in 2013, and S&P's expectation that total lease adjusted debt to EBITDA will improve to the low-6x area and funds from operations (FFO) to total adjusted debt will be improve to the high-single-digits percentage area in 2013, mostly due to EBITDA growth in the low- to mid-teens percentage area in 2013," S&P said. REGENCY PARK: Case Summary & 9 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Regency Park Capital 2011, Inc. dba Super 8 Goodyear 840 N. Dysart Road Goodyear, AZ 85338 Case No.: 15-15280 Chapter 11 Petition Date: December 1, 2015 Court: United States Bankruptcy Court District of Arizona (Phoenix) Judge: Hon. Paul Sala Debtor's Counsel: Lawrence D. Hirsch, Esq. PARKER SCHWARTZ, PLLC 7310 N 16th ST #330 Phoenix, AZ 85020 Tel: 602-282-0477 Fax: 602-282-0478 Email: lhirsch@psazlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Ranjit Singh, president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/azb15-15280.pdf RELATIVITY MEDIA: Disclosure Statement Hearing on Dec. 16 --------------------------------------------------------- Judge Michael E. Wiles will convene a hearing on Dec. 16, 2015 at 11:00 a.m. (ET), to consider approval of the disclosure statement explaining the Plan of Reorganization proposed by debtors Relativity Fashion, LLC, et al., and CEO Ryan C. Kavanaugh. Objections to the adequacy of the information in the Disclosure Statement are due Dec. 11 at 4:00 p.m. According to the Plan Proponents, the Plan will allow the Debtors to reorganize Relativity's non-TV Business units with a substantially de-levered balance sheet utilizing new equity investments and new financing. Relativity's balance sheet will be de-levered in the approximate amount of $500 million by paying off or eliminating the Manchester DIP Claims, TLA/TLB Secured Claims, Ultimates Secured Claims, Vine/Verite Secured Claims, and claim under the Manchester Prepetition Credit Facility in exchange for a $60 million BidCo Note and a $100 million New P&A/Ultimates Facility. The Plan contemplates entering into a revolving credit facility of up to $250 million in the form of the New P&A/Ultimates Facility. In addition, the Plan contemplates that Relativity will secure a multi-year media buying agreement, for traditional and digital media, that includes payment terms of at least 90 days. Jim Cantelupe, of Summit Trail Advisors, LLC, has committed to work with the Debtors to raise up to $100 million of new equity to fund the Plan, which funds are to be escrowed on or before December 31, 2015 Classes of Claims and Interests The classes of claims and interests impaired or unimpaired under the Plan are: Class Designation Impairment Entitled to Vote ----- ----------- ---------- ---------------- A. Priority Non-Tax Claims Unimpaired Deemed to Accept B. TLA/TLB Secured Claims Impaired Entitled to Vote C. Pre-Release P&A Sec. Claims Unimpaired Deemed to Accept D. Post-Release P&A Sec. Claims Impaired Entitled to Vote E. Production Loan Sec. Claims Unimpaired Deemed to Accept F. Ultimates Secured Claims Unimpaired Deemed to Accept G. Guilds Secured Claims Impaired Entitled to Vote H. Vine/Verite Secured Claims Unimpaired Deemed to Accept I. Other Secured Claims Unimpaired Deemed to Accept J. General Unsecured Claim Impaired Entitled to Vote K. Subordinated Claims Impaired Deemed to Reject L. Interests Impaired Deemed to Reject The percentage recovery for holders of general unsecured claims estimated to total $215 million (Class J) is TO BE DETERMINED. The Plan proposes to treat claims and interests as follows: * TLA/TLB Secured Claims – the Holders of Allowed TLA/TLB Secured Claims are entitled to receive 100% of the equity value of the Debtors. Certain holders of the Allowed TLA/TLB Secured Claims have agreed to less favorable treatment and will receive the BidCo Note in full and final satisfaction, release, and discharge of, and in exchange for, such TLA/TLB Secured Claim. Kavanaugh and Nicholas have agreed to receive Reorganized Relativity Holdings Preferred Units and such other treatment on account of approximately $175 million of their TLA/TLB Secured Claims described in the Revised Relativity Holdings Operating Agreement. Such claims are Impaired and are classified in Classes B1 through B33, B35 through B56, B58 through B143 and B145 under the Plan. * Pre-Release P&A Secured Claims – RKA, as the Holder of the Allowed Pre-Release P&A Secured Claim, will receive the following treatment at the option of the Plan Proponents: (i) such Allowed Secured Claim will be Reinstated; (ii) payment in full (in Cash) of any such Allowed Secured Claim; or (iii) satisfaction of any such Allowed Secured Claim by delivering the collateral securing any such Allowed Secured Claim; provided, however, that if the Debtors and RKA conclude their currently pending settlement negotiations, the terms of any agreement will dictate the treatment of RKA and Class C claims. Such Claims are Unimpaired and are classified in Classes C5, C21, C108, C109 and C117 under the Plan. * Post-Release P&A Secured Claims – Reorganized Relativity Holdings will Allow a claim in the approximately amount of $26,818,821 (as of October 31, 2015 and as reduced in the ordinary course until the Effective Date), which such amount will include, without limitation, additional accrued interest, legal fees, costs, expenses and other outstanding obligations of Reorganized Relativity Holdings under the P&A Funding Agreement subject to documentation of a replacement credit agreement, which will provide among other things for an extension of the maturity dates as compared to the pre-petition terms. The obligation will be secured by a first-priority security interest originally (i) cross-collateralized against Blackbird Productions, LLC and RML WIB Films, LLC and (ii) individually as against RML Lazarus Films, LLC. Such Claims are Impaired and are classified in Classes D8, D109 and D121 under the Plan. * Production Loan Secured Claims – Except to the extent that a Holder of an Allowed Production Loan Secured Claim agrees to less favorable treatment, on the Effective Date, such Allowed Production Loan Secured Claim will be Reinstated. Such Claims are Unimpaired and are classified in Classes E5 and E21 under the Plan. * Ultimates Secured Claims – Each Holder of an Ultimates Secured Claim will receive the following treatment at the option of the Plan Proponents: (i) such Allowed Secured Claim will be Reinstated or (ii) payment in full (in Cash) of any such Allowed Secured Claim. Such Claims are Unimpaired and are classified in Classes F1, F2, F6, F7, F8, F10, F20, F24, F41, F47, F51, F77 through F83, F87, F95, F96, F99, F103, F109, F111, F112, F116, F119, F121 and F126 under the Plan. * Secured Guilds Claims – Each Holder of a Allowed Secured Guilds Claim will receive a distribution one (1) year after the Effective Date or as soon thereafter as practicable, payment in full (including applicable interest) on account of such Allowed Secured Guilds Claim, payable to each applicable Guild for the benefit of each applicable Guild-represented employee. The Reorganized Debtors will provide a designated payroll service with information concerning such payments. The payroll service will prepare checks in the prescribed form, and the Reorganized Debtors will fund the payroll process and applicable taxes. As an accommodation to the Reorganized Debtor, the Guilds will forward such payments to the applicable Guild-represented employee. Such Claims are Impaired and are classified in Classes G1, G2, G6, G7, G8, G10, G20, G24, G41, G47, G51, G77 through G83, G87, G95, G96, G99, G103, G109, G11, G112, G116, G119, G121 and G126 under the Plan. * Vine/Vertie Secured Claims – Each Holder of a Vine/Verite Secured Claim will receive the following treatment at the option of the Plan Proponents: (i) such Allowed Secured Claim will be Reinstated; or (ii) satisfaction of any such Allowed Secured Claim by delivering the collateral securing any such Allowed Secured Claim. Such Claims are Unimpaired and are classified in Classes H34 and H144 under the Plan. * Other Secured Claims – Each Holder of an Allowed Other Secured Claim will receive the following treatment at the option of the Plan Proponents: (i) such Allowed Secured Claim will be Reinstated; (ii) payment in full (in Cash) of any such Allowed Secured Claim; or (iii) satisfaction of any such Allowed Secured Claim by delivering the collateral securing any such Allowed Secured Claim. Such Claims are Unimpaired and are classified in Classes I1 through I145 under the Plan. * General Unsecured Claims – On the Effective Date, the Reorganized Debtors will be deemed substantively consolidated for plan purposes only, and each Holder of an Allowed General Unsecured Claim will receive its Pro Rata share of (i) the Guaranteed GUC Distributable Value and (ii) the GUC Litigation Trust Interests. For the avoidance of doubt, all intercompany claims of the Debtors will be disallowed and canceled as part of the deemed substantive consolidation of the Debtors. For the avoidance of doubt, claims arising under the Manchester Prepetition Credit Facility are General Unsecured Claims. Such Claims are Impaired and are classified in Classes J1 through J145 under the Plan. * Subordinated Claims – No property will be distributed to or retained by the Holders of Subordinated Claims, and such Claims will be extinguished on the Effective Date. Holders of Subordinated Claims will not receive any distribution pursuant to the Plan. Such Claims are Impaired and are classified in Classes K1 through K145 under the Plan. * Interests – Holders of Interests in the Debtors will retain no property under the Plan. Such Claims are Impaired and are classified in Classes L1 through L145 under the Plan. The Debtors and Kavanaugh filed their proposed Plan of Reorganization and a related Disclosure Statement on Nov. 18, 2015. On Nov. 20, the Plan Proponents submitted a Corrected Disclosure Statement. Judge Wiles on Nov. 18 granted the Debtors' motion seeking to shorten the notice period with respect to the hearing for approval of the Disclosure Statement. A copy of the Corrected Disclosure Statement filed Nov. 20, 2015, is available for free at: http://bankrupt.com/misc/Relativity_1009_Corrected_DS.pdf http://bankrupt.com/misc/Relativity_1018_1009_DS_RL.pdf 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. * * * An investor group composed of Anchorage Capital Group, L.L.C., Falcon Investment Advisors, LLC and Luxor Capital Group, LP on Oct. 21, 2015, completed its purchase of the assets of Relativity Television. Macquarie Investments US Inc. withdrew its motion for adequate protection or relief from the automatic stay after the Debtors opted to only sell their TV business instead of substantially all assets. After selling their TV business, the Debtors say that they intend to formulate a plan to restructure their business around their remaining assets, including the Debtors' motion picture assets. RESIDENTIAL CAPITAL: Loses Bid to Enforce Plan Injunction --------------------------------------------------------- The ResCap Liquidating Trust, as successor to Residential Funding Company, LLC, filed a motion asking the U.S. Bankruptcy Court for the Southern District of New York to enforce Plan Injunction and Confirmation Order. The Trust seeks to enforce the injunction provisions of the second amended joint chapter 11 plan and the order confirming the Plan to enjoin Decision One Mortgage Company, LLC, PHH Mortgage Corp., Honor Bank f/k/a The Honor State Bank, and Sierra Pacific Mortgage Company, Inc., from continuing to assert counterclaims against RFC and the Trust related to the Trust Litigation. Additionally, the Trust seeks to enforce Article IX.I of the Plan, which states that "any person injured by willful violation of this injunction shall be entitled to recover actual damages, including costs and attorneys' fees and, in appropriate circumstances, may recover punitive damages from the willful violator." In a Memorandum Opinion and Order dated November 23, 2015, which is available at http://is.gd/8tHtlgfrom Leagle.com, Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern District of New York denied the Motion of the ResCap Liquidating Trust for an order enforcing Plan Injunction and Confirmation Order. The case is In re: RESIDENTIAL CAPITAL, LLC, et al., Chapter 11, Debtors, CASE NO. 12-12020 (MG) (JOINTLY ADMINISTERED)(Bankr. S.D.N.Y.). About Residential Capital Residential Capital LLC, the unprofitable mortgage subsidiary of Ally Financial Inc., filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012. Neither Ally Financial nor Ally Bank is included in the bankruptcy filings. ResCap, one of the country's largest mortgage originators and servicers, was sent to Chapter 11 with 50 subsidiaries amid "continuing industry challenges, rising litigation costs and claims, and regulatory uncertainty," according to a company statement. ResCap disclosed $15.7 billion in assets and $15.3 billion in liabilities at March 31, 2012. Centerview Partners LLC and FTI Consulting are acting as financial advisers to ResCap. Morrison & Foerster LLP is acting as legal adviser to ResCap. Curtis, Mallet-Prevost, Colt & Mosle LLP is the conflicts counsel. Rubenstein Associates, Inc., is the public relations consultants to the Company in the Chapter 11 case. Morrison Cohen LLP is advising ResCap's independent directors. Kurtzman Carson Consultants LLP is the claims and notice agent. Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves as counsel to Ally Financial. ResCap sold most of the businesses for a combined $4.5 billion. The Bankruptcy Court in November 2012 approved ResCap's sale of its mortgage servicing and origination platform assets to Ocwen Loan Servicing, LLC and Walter Investment Management Corporation for $3 billion; and its portfolio of roughly 50,000 whole loans to Berkshire Hathaway for $1.5 billion. Judge Martin Glenn in December 2013 confirmed the Joint Chapter 11 Plan co-proposed by Residential Capital and the Official Committee of Unsecured Creditors. RESTAURANTS ACQUISITION: Case Summary & 20 Top Unsecured Creditors ------------------------------------------------------------------ Debtor: Restaurants Acquisition I, LLC 1301 E. Corporate Drive, Suite A Arlington, TX 76006 Case No.: 15-12406 Chapter 11 Petition Date: December 2, 2015 Court: United States Bankruptcy Court District of Delaware (Delaware) Debtor's Counsel: Jarret P. Hitchings, Esq. DUANE MORRIS LLP 222 Delaware Avenue, Suite 1600 Wilmington, DE 19801 Tel: 302-657-4952 Fax: 302-397-2740 Email: jphitchings@duanemorris.com - and - Sommer Leigh Ross, Esq. DUANE MORRIS, LLP 222 Delaware Avenue, Suite 1600 Wilmington, DE 19801-1659 Tel: 302.657.4951 Fax: 215-979-1020 Email: slross@duanemorris.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $10 million to $50 million The petition was signed by Craig W. Barber, president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/deb15-12406.pdf SAN JUAN OIL: Case Summary & 12 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: San Juan Oil Company Inc. PO Box 4698 Carolina, PR 00984 Case No.: 15-09593 Chapter 11 Petition Date: December 1, 2015 Court: United States Bankruptcy Court District of Puerto Rico (Old San Juan) Debtor's Counsel: Wigberto Lugo Mender, Esq. LUGO MENDER GROUP, LLC Centro Internacional De Mercadeo 100 Carr 165 Suite 501 Guaynabo, PR 00968-8052 Tel: 787 707-0404 Email: wlugo@lugomender.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $10 million to $50 million The petition was signed by Nestor del Castillo-Hernandez, president. A list of the Debtor's 12 largest unsecured creditors is available for free at http://bankrupt.com/misc/prb15-09593.pdf SERVICEMASTER PROFESSIONAL: Case Summary & 20 Unsecured Creditors ----------------------------------------------------------------- Debtor: Servicemaster Professional Cleaning, Inc. dba ServiceMaster Professionals 4169 Virginia Beach Blvd., Ste. 125 Virginia Beach, VA 23452 Case No.: 15-74142 Chapter 11 Petition Date: December 1, 2015 Court: United States Bankruptcy Court Eastern District of Virginia (Norfolk) Judge: Hon. Frank J. Santoro Debtor's Counsel: Kelly Megan Barnhart, Esq. ROUSSOS, GLANZER & BARNHART, PLC 580 E. Main St., Ste. 300 Norfolk, VA 23510 Tel: 757-622-9005 Fax: 757-624-9257 Email: barnhart@rgblawfirm.com - and - Ashley Claudette Tucker, Esq. ROUSSOS, GLANZER & BARNHART 580 E. Main St., Ste 300 Norfolk, VA 23510 Tel: 757-622-9005 Email: tucker@rgblawfirm.com Total Assets: $151,761 Total Liabilities: $1.41 million The petition was signed by Cara Dalrymple-Smith, officer. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/vaeb15-74142.pdf SIGNAL INTERNATIONAL: Court Approves Sale of Assets to TRSA ----------------------------------------------------------- Judge Mary F. Walrath of the U.S. Bankruptcy Court for the District of Delaware authorized Signal International, Inc., et al., to sell substantially all of their assets to Teachers' Retirement System of Alabama and the Employees' Retirement System of Alabama, in the form of a credit bid. Prior to the Petition Date, TRSA and ERSA made a term loan facility to the Debtors in the aggregate amount of $75.0 million. The Prepetition Lenders also committed to provide (i) $91 million of postpetition, consisting of $20 million of new money financing and a $70 million roll-up of the Debtors' entire prepetition first lien debt to the Debtors. Pursuant to their agreement under the Stalking Horse Asset Purchase Agreement, the Buyers credit bid $90,620,906 of the Allowed DIP Financing Claim. Prior to the sale hearing, the Debtors previously notified that since no Qualified Bid other than the bid received from the Teachers' Retirement System of Alabama and the Employees' Retirement System of Alabama, which serve as the Stalking Horse Bidder, was received prior to the October 13, 2015 Bid Deadline. Thus, the Auction set for October 14 was cancelled. Max Specialty Insurance Company, a judgment creditor with a lien on all of the Debtors' property within Jackson County, Mississippi, including the Pascagoula, Mississippi facility, opposed the sale motion to the extent that the Debtors seek approval to consummate the sale of their assets prior to funding of the MS Escrow as required by the Final DIP Order. Max Specialty filed a claim in the amount of $3,981,144, which includes interest through the Petition Date. The proof of claim explicitly reserved Max Specialty's rights to post-petition interest to the extent that it is determined to be oversecured. Jackson County Port Authority and Canal Barge Company, Inc., object to the Notice of Proposed Assumption and Assignment of Executory Contracts and Unexpired Leases that was filed on September 9, 2015. Canal Barge objects to the proposed cure amount to the extent that it does not accurately portray the amounts owed under the terms of the Agreement and does not include Canal's attorneys' fees. Likewise, Canal objects to the assignment of the Agreement to the potential purchaser without adequate assurance of future performance under the Agreement. The Port Authority stated that although it has no objections to potential assumption and assignment of its leases, the Port Authority asks the Court to direct the proper cure amounts under the Leases and Notice, and direct that any assumption or assignment must provide for the complete cure under the terms of the leases. The Debtors are represented by: M. Blake Cleary, Esq. Kenneth J. Enos, Esq. Jaime Luton Chapman, Esq. YOUNG CONAWAY STARGATT & TAYLOR, LLP Rodney Square 1000 North King Street Wilmington, DE 19801 Tel: (302) 571-6600 Fax: (302) 571-1253 Max Specialty Insurance Company is represented by: Christopher P. Simon, Esq. CROSS & SIMON, LLC 1105 N. Market St., Suite 901 P.O. Box 1380 Wilmington, DE 19899-1380 Tel: (302) 777-4200 Fax: (302) 777-4224 Email: csimon@crosslaw.com -- and -- Filiberto Agusti, Esq. Joshua R. Taylor, Esq. STEPTOE & JOHNSON LLP 1330 Connecticut Ave., NW Washington, DC 20036 Tel: (202) 429-3000 Fax: (202) 261-0658 Canal Barge Company, Inc. is represented by: Michael J. Joyce, Esq. Kevin S. Mann, Esq. CROSS & SIMON, LLC 1105 North Market Street, Suite 901 Wilmington, DE 19801 Tel: (302) 777-4200 Fax: (302) 777-4224 Email: mjoyce@crosslaw.com kmann@crosslaw.com Jackson County Port Authority of Jackson County, Mississippi is represented by: R. Scott Williams, Esq. Jennifer B. Kimble, Esq. RUMBERGER, KIRK, & CALDWELL, P.C. Renasant Place 2001 Park Place, Suite 1300 Birmingham, AL 35203 Tel: (205) 327-5550 Fax: (205) 326-6786 E-mail: swilliams@rumberger.com jkimble@rumberger.com About Signal International Signal International Inc. -- http://www.signalint.com/-- primarily engages in the business of offshore drilling rig overhaul, repair, upgrade, and conversion, as well as new shipbuilding construction. Additionally, Signal provides services to the general marine and heavy fabrication markets for barges, power plants, and modular construction. Signal International, LLC ("SI LLC"), was organized on Dec. 6, 2002, as a limited liability company after acquiring the assets of the Offshore Division of Friede Goldman Halter from bankruptcy. SI Inc. was incorporated on Oct. 12, 2007, and began operations with offshore fabrication and repair in Mississippi. Signal's corporate headquarters are in Mobile, Alabama, with operations in Alabama and Mississippi, and a sales office in Texas. On Oct. 3, 2014, Signal International Texas, L.P., sold substantially all of its assets to Westport Orange Shipyard, LLC, in a partially seller-financed transaction for a total purchase price of $35,900,000. As part of the transaction, Westport provided a down payment of $7,000,000 and delivered a promissory note in the principal amount of $28,900,000 to SI Texas due on or before Oct. 3, 2019 (the "Texas Note"). On July 12, 2015, SI Inc. and its direct and indirect wholly owned subsidiaries, including SI LLC, commenced cases under chapter 11 of title 11 of the United States Code (Bankr. D. Del. Lead Case No. 15-11498). The Debtors tapped Young Conaway Stargatt & Taylor LLP as bankruptcy counsel, Hogan Lovells US LLP as general corporate counsel, GGG Partners, LLC, as financial and restructuring advisors, and Kurtzman Carson Consultants LLC as claims and noticing agent. Signal International Inc. estimated $10 million to $50 million in assets and $50 million to $100 million in debt. The U.S. Trustee for Region 3 appointed seven creditors to serve on the official committee of unsecured creditors. SILICON GENESIS: Hires ipCapital Group as Expert Witness -------------------------------------------------------- Silicon Genesis Corporation seeks authorization from the Hon. M. Elaine Hammond of the U.S. Bankruptcy Court for the Northern District of California to employ ipCapital Group, Inc. to conduct an appraisal of the Debtor's patent portfolio and as an expert witness. The Debtor seeks to retain ipCG to conduct an appraisal of the Patent Portfolio and, to the extent necessary, to act as an expert witness on the value of the Patent Portfolio in connection with a hearing on confirmation of the Debtor's proposed Chapter 11 plan. ipCG has agreed to perform an appraisal of the Patent Portfolio for a flat fee of $30,000, together with all reasonable out of pocket expenses estimated at 10-15% of fees. ipCG's current hourly rate for services in connection with legal proceedings, including testimony and preparation, is $312 per hour for senior consultants and $750 per hour for ipCG directors. ipCG's per day rate for trial preparation and testimony is $2,500 per day for senior consultants and $6,000 per day for ipCG directors. ipCG will also be reimbursed for reasonable out-of-pocket expenses incurred. John Cronin, managing director and chairman of ipCG, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. ipCG can be reached at: John Cronin IPCAPITAL GROUP, INC. 426 Industrial Avenue, Suite 150 Williston, VT 05495 Tel: (802) 859-7800 x 267 Fax: (802) 859-0183 About Silicon Genesis Silicon Genesis Corporation filed a Chapter 11 bankruptcy petition (N.D. Calif. Case No. 15-50525) on Feb. 17, 2015. Theodore E. Fong signed the petition as president and CEO. The Debtor estimated assets of $10 million to $50 million and liabilities of $1 million to $10 million. Judge Elaine Hammond presides over the case. Kevin W. Coleman, Esq., Schnader Harrison Segal and Lewis LLP represents the Debtor as counsel. The Debtor disclosed $16,559,802 in assets and $7,951,043 in liabilities. SKYGREECE AIRLINES: Files for Bankruptcy; Creditors Meeting Dec. 8 ------------------------------------------------------------------ The bankruptcy of SkyGreece Airlines S.A. occurred on Nov. 18, 2015, and the first meeting of creditors will be held on Dec. 8, 2015, at 10:00 a.m. at the Ernst & Young Tower, 222 Bay Street, 30th Floor in Toronto, Ontario. The firm can be reached at: Ernst & Young Tower Toronto-Dominion Centre PO Box 251, 222 Bay Street Toronto, Ontario M5K 1J7 Contact: Franca Mazzulla Tel: 416 941 7757 Fax: 416 943 3300 Email: skeygreece@ca.ey.com SOUTHGOBI RESOURCES: Meets TSX Continued Listing Requirements ------------------------------------------------------------- SouthGobi Resources Ltd. on Nov. 30 disclosed that the Toronto Stock Exchange ("TSX") has confirmed and completed its review of the Company and has determined that the Company meets TSX's continued listing requirements. About SouthGobi SouthGobi, listed on the Toronto and Hong Kong stock exchanges, is focused on exploration and development of its metallurgical and thermal coal deposits in Mongolia's South Gobi Region. It has a 100% shareholding in SouthGobi Sands LLC, a Mongolian registered company that holds the mining and exploration licenses in Mongolia and operates the flagship Ovoot Tolgoi coal mine. Ovoot Tolgoi produces and sells coal to customers in China. SUTOR TECHNOLOGY: Receives Nasdaq Listing Non-Compliance Notice --------------------------------------------------------------- Sutor Technology Group Limited on Dec. 1 disclosed that it received a letter from the Listing Qualifications Department of The NASDAQ Stock Market, on November 24, 2015, informing the Company that it does not comply with the Nasdaq continued listing requirements set forth in Nasdaq Listing Rule 5250(c)(1), which requires the timely filing of periodic reports because the Company has not yet filed its Form 10-Q for the period ended September 30, 2015. The Nasdaq notification letter does not result in the immediate delisting of the Company's common stock, and the stock will continue to trade uninterrupted under its current trading symbol. The Company has until December 14, 2015, to submit a plan to regain compliance with respect to the above delinquent reports. The Nasdaq Listing Rules provide that the Staff can grant the Company an exception of up to 180 calendar days from the filing's due date, or March 28, 2016 to regain compliance if Nasdaq accepts the Company's plan of compliance. The Company expects to submit the delinquent reports or the plan of compliance before the deadline. About Sutor Technology Group Ltd Sutor Technology Group Limited -- http://www.sutorcn.com-- is a China-based manufacturer and customized service provider of high-end fine finished steel products and welded steel pipes used by a variety of downstream applications. The Company utilizes a variety of in-house developed processes and technologies to convert steel manufactured by third parties into fine finished steel products, including hot-dip galvanized steel, pre-painted galvanized steel, acid-pickled steel, cold-rolled steel and welded steel pipe products. The Company also provides fee-based steel processing services to customers, including industrial peers. TECTUM HOLDINGS: Moody's Withdraws 'B1' CFR on Postponed IPO ------------------------------------------------------------ Moody's Investors Service has withdrawn all ratings for Tectum Holdings Inc. following the postponement of the company's proposed IPO at Truck Hero, Inc. and proposed senior secured credit facilities. Tectum Holdings is a wholly-owned subsidiary of Truck Hero, Inc. (a non-operating holding company). Ratings Withdrawn: Tectum Holdings Inc. Corporate Family Rating, B1; Probability of Default Rating, B2-PD; $50 million senior secured revolving credit facility, B1 (LGD3); $390 million senior secured term loan, B1 (LGD3); Outlook: Stable Tectum Holdings is a wholly-owned subsidiary of Truck Hero, Inc. (a non-operating holding company). The company manufactures truck bed covers, bed liners, truck caps, and sells truck accessory products through its online retail business throughout the United States and Canada. Pro forma revenues for 2014, inclusive of acquisitions to date, approximate $436 million. The company is owned by affiliates of TA Associates. TIERPOINT LLC: Incremental Debt No Impact on Moody's 'B3' CFR ------------------------------------------------------------- Moody's Investors Service said TierPoint, LLC's $30 million incremental first lien revolving credit facility due 2019, its $220 million incremental first lien term loan due 2021, and its $90 million incremental second lien term loan due 2022 have no impact on the company's ratings, including the B3 corporate family rating and the stable outlook. The proposed incremental facilities have no impact on the company's existing first lien credit facilities rated B2 and the existing second lien term loan rated Caa2. The proceeds from the incremental term loans, along with $329 million of new cash equity, will be used to fund the acquisition of Windstream Hosted Solutions, LLC. The deal is expected to close in Dec. 2015. Despite the deal's meaningful equity financing component, leverage (Moody's adjusted) will increase from the debt undertaken to fund the purchase, and free cash flow will remain negative due to the high capital intensity of the data center industry. WHS is a carve out from Windstream and the transaction will require incremental capital investment and one-time expenses to integrate with Tierpoint. The separation of WHS from Windstream has execution risk and could result in customer churn if Tierpoint encounters difficulties with the integration of the two businesses. Some customers, specifically those that purchase multiple services from Windstream and WHS could be negatively impacted by the separation. Lastly, WHS has no stand-alone historic audited financials and the impact to Tierpoint's consolidated results could put pressure on Tirepoint's credit metrics. Over a longer time horizon, Moody's views the transaction to be beneficial for TierPoint. WHS operates high quality facilities with expansion potential in predominantly Tier II markets, which are complementary to TierPoint's business. WHS's hosted managed services suite can also be leveraged with TierPoint's service offerings to become a more competitive service provider. The acquisition will provide TierPoint with the added scale to become a more formidable competitor in the data center industry, increasing its datacenter footprint to 15 markets with 29 facilities and provides a more balanced revenue mix of colocation, cloud and managed services. TierPoint's B3 corporate family rating reflects its small scale, high leverage and consistent negative free cash flow which results from its high capital intensity. Tierpoint's revenue growth has decelerated, yet its capital spending remains high at around 30% of revenues for the last twelve months ended 9/30/15. The rating also incorporates Moody's concerns about the company's history of debt funded acquisitions. These limiting factors are offset by TierPoint's stable base of contracted recurring revenues, its position as a high quality colocation provider in a growth sector and its exposure to less competitive Tier II markets. The stable outlook reflects Moody's view that TierPoint will continue its revenue growth and successfully integrate WHS into its operations while maintaining adequate liquidity. Moody's could consider a rating upgrade if free cash flow approaches 5% of debt and leverage were to trend towards 4x (both on a Moody's adjusted basis). Downward rating pressure could develop if liquidity becomes strained or Moody's adjusted leverage increases above 7x. Headquartered in St. Louis, MO, TierPoint, LLC is a provider of data center, managed hosting and cloud services. Proforma for the pending acquisition of WHS, the company operates 29 facilities in 15 markets. U.S. STEEL: Moody's Lowers Corp. Family Rating to B1, Outlook Neg ----------------------------------------------------------------- Moody's Investors Service downgraded United States Steel Corporation's Corporate Family Rating to B1 and its Probability of Default rating to B1-PD from Ba3 and Ba3-PD respectively. At the same time Moody's downgraded the senior unsecured notes rating to B2 from B1, the industrial revenue bond ratings, supported by U.S. Steel, to B2 from B1 and the senior unsecured shelf rating to (P)B2 from (P)B1. The speculative grade liquidity rating remains unchanged at SGL-2. The outlook is negative. This concludes the review for downgrade initiated on Oct. 8, 2015. The downgrade reflects the deterioration in U.S. Steel's debt protection metrics and increasing leverage position as evidenced by its EBIT/interest coverage ratio and debt/EBITDA ratio of 1x and 5.1x for the twelve months ended Sept. 30, 2015. Given the further downward movement in steel prices and industry capacity utilization rates subsequent to the third quarter, U.S. Steel's debt protection metrics are expected to weaken further for the fiscal year 2015 and the time horizon for recovery to be extended. The company expects 2015 EBITDA to be approximately $225 million. Challenging industry conditions -- arising from historically high import levels and weak demand in certain end markets such as machinery and equipment, the collapse of the Oil Country Tubular Goods (OCTG) market -- to which U.S. Steel is the largest supplier in the US and Canadian markets combined -- have resulted in weak earnings performance as evidenced by negative EBIT of $47 million for the nine months through Sept. 30, 2015 (including Moody's standard adjustments). Although the company continues to have a good contracted position in sales to the automotive industry, lower shipments and the ongoing downward fall in steel prices resulted in the Flat-Rolled segment incurring a segment operating loss of $149 million for the nine months to Sept. 30, 2015, although losses have been reducing on a sequential quarterly basis as the company continues to focus on cost reductions. Issuer: United States Steel Corporation Corporate Family Rating, Downgraded to B1 from Ba3 Probability of Default Rating, Downgraded to B1-PD from Ba3-PD Multiple Seniority Shelf, Downgraded to (P)B2 from (P)B1 Senior Unsecured Conv./Exch. Bond/Debenture, Downgraded to B2 (LGD4) from B1 (LGD4) Senior Unsecured Regular Bond/Debenture, Downgraded to B2 (LGD4) from B1 (LGD4) Unchanged Issuer: United States Steel Corporation Speculative Grade Liquidity Rating, Unchanged at SGL-2 Downgrades: Issuer: Allegheny County Industrial Dev. Auth., PA Senior Unsecured Revenue Bonds, Downgraded to B2 (LGD4) from B1 (LGD4) Issuer: Bucks County Industrial Development Auth., PA Senior Unsecured Revenue Bonds, Downgraded to B2 (LGD4) from B1 (LGD4) Issuer: Gulf Coast Waste Disposal Authority, TX Senior Unsecured Revenue Bonds, Downgraded to B2 (LGD4) from B1 (LGD4) Issuer: INDIANA FINANCE AUTHORITY Senior Unsecured Revenue Bonds, Downgraded to B2 (LGD4) from B1 (LGD4) Issuer: Lorain County Port Authority, OH Senior Unsecured Revenue Bonds, Downgraded to B2 (LGD4) from B1 (LGD4) Issuer: Ohio Water Development Authority Senior Unsecured Revenue Bonds, Downgraded to B2 (LGD4) from B1 (LGD4) Issuer: Southwestern Illinois Development Authority Senior Unsecured Revenue Bonds, Downgraded to B2 (LGD4) from B1 (LGD4) Outlook Actions: Issuer: United States Steel Corporation Outlook, Changed To Negative From Rating Under Review RATINGS RATIONALE The B1 CFR considers U.S. Steel's currently low capacity utilization rates (61% year-to-date Sept. 30, 2015, versus 81% for the comparable 2014 period) and relatively high costs as a percentage of sales given the less than optimal fixed cost absorption capability on reduced production and shipment levels. However, the rating anticipates that utilization rates and fixed cost absorption will improve in 2016 given the company's actions to idle capacity in its tubular segment as well as at its Granite City, Illinois operations, the closing of the blast furnace and related steelmaking operations as well as most of the flat-rolled finishing operations at its Fairfield works in Alabama, lower input costs for iron ore and coking coal and continued ability to drive costs out and improve productivity through its Carnegie Way program. Additionally, the company continues to review its operations for possible further consolidation. The rating also acknowledges the pending trade cases for coated steel, cold rolled steel and hot rolled steel, the outcome of which will have an impact on industry performance, including that of U.S. Steel. The B1 CFR considers US Steel's position as a major steel producer with a good diversity of products serving a number of end users. It also recognizes that performance will fluctuate quarterly given the composition of the company's fixed price contracts and spot sales leading to inter reporting period volatility. The company's good liquidity position provides further support to the rating. The SGL-2 speculative grade liquidity rating reflects the company's solid cash position of $1.2 billion at Sept. 30, 2015, and full availability under its $1.5 billion asset based revolving credit facility. The facility requires the company to maintain a 1:1 fixed charge coverage ratio should availability be less than $150 million. While a modest free cash flow burn is expected in 2015, the fixed charge coverage ratio is not expected to be tested and working capital release is anticipated as inventory levels are worked through. U.S. Steel also has $256 million in credit facilities available at its USSK subsidiary in Europe. The company's liquidity position is more than ample to cover the 2019 convertible notes, which at the end of the third quarter were carried as current due to the fact that they are in default as a result of the filing by U.S. Steel Canada under the Companies Creditor Arrangement Act and a cross default to a debt obligation between the Province of Ontario and U.S. Steel Canada. U.S. Steel recently purchased $197.6 million of the convertible notes at par plus accrued interest to the date of purchase and also announced that it will be repurchasing in full the remaining outstanding principal amount together with accrued and unpaid interest to the payment date. The negative outlook captures the potential for industry conditions to weaken further and the company not be able to improve its performance notwithstanding capacity curtailments and continued success with its Carnegie Way program. The outlook also considers the uncertainty with respect to the ultimate resolution of the pending trade cases. Given U.S. Steel's metrics and the anticipated slow improvement, an upgrade is unlikely in the next twelve to eighteen months. The ratings could be further downgraded if performance in 2016 does not show improving trends such that EBIT/interest tracks toward 2.5x and leverage moderates closer to 4x. Ratings could also be downgraded should liquidity contract meaningfully as we have reduced our estimation of cash balances for the amount of convertible notes outstanding. Headquartered in Pittsburgh, Pennsylvania, United States Steel Corporation is the second largest flat-rolled steel producer in North America in terms of production capacity. The company manufactures and sells a wide variety of steel sheet, tubular, and tin products across a broad array of industries, including service centers, transportation, appliance, construction, containers, and oil, gas and petrochemicals. Through its major production operations in North America and Central Europe, US Steel has a combined annual raw steel capacity of approximately 24 million tons. Revenues for the twelve months ended September 30, 2015 were $13.1 billion down from $17.5 billion for the twelve months ended Dec. 31, 2014. The principal methodology used in these ratings was Global Steel Industry published in October 2012. UNI-PIXEL INC: Closes Public Offering of Common Stock & Warrants ---------------------------------------------------------------- UniPixel, Inc., announced the closing on Nov. 30, 2015, of its public sale of 9,625,871 units at a public offering price of $0.85 per Unit in a public offering resulting in gross proceeds to the Company of $8.1 million. Each Unit consists of one share of UniPixel common stock, par value $0.001 per share and one warrant to purchase one share of Common Stock at an exercise price of $1.50 per share, exercisable for a period of five years from Nov. 30, 2015. Roth Capital Partners acted as lead placement agent in the Offering, with Ladenburg Thalmann & Co. Inc. serving as co-placement agent under the terms of a placement agency agreement entered into with Roth Capital Partners. The warrants are not being separately listed for trading. 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. 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. VICTORIAN ORDER: Ontario SC Selects CBTL as Monitor --------------------------------------------------- The Ontario Superior Court of Justice issued an initial order appointing Collins Barrow Toronto Limited as monitor on the business and financial affairs of Victorian Order of Nurses for Canada et al. A copy of the initial order and application record is available at the monitor's website http://is.gd/EeREYy For further information, contact: Collins Barrow Toronto Limited 11 King Street West, Suite 700, PO Box 27 Toronto, ON M5H 4C7 Attn: Talib Contractor, CPA, CA Email: cbtlmonitor@collinsbarrow.com Tel: (647) 727.3581 Fax: (416) 480-2646 VICTORY MEDICAL: Court Approves Patrick Magill as CRO ----------------------------------------------------- Victory Medical Center Mid-Cities, LP and its debtor-affiliates sought and obtained authorization from the U.S. Bankruptcy Court for the Northern District of Texas to employ J. Patrick Magill as chief restructuring officer effective September 1, 2015. Mr. Magill's duties and responsibilities will be as follows: (a) to act as Debtors' CRO until further order of the Court; (b) to be a signatory on the DIP Operating Accounts; (c) to exercise authority to manage the business affairs of Debtors: -- to make all decisions regarding the hiring and firing of personnel; -- to make all decisions regarding the expenses incurred by Debtors, and the terms of disbursements made by Debtors for same; -- to manage the collection of accounts receivable; (d) to make all reasonable efforts to consult with all secured creditors, unsecured creditors, parties-in-interest, the US Trustee, and any committee of creditors appointed by the Court; (e) to make all reasonable efforts to assist bankruptcy counsel in amending and/or preparing schedules, statements of financial affairs, and monthly operating reports on a timely basis; (f) to investigate and pursue all available chapter 5 causes of action and non-chapter 5 causes of action against creditors, whether they be insiders or non-insiders, members and other potential defendants; (g) to cause Debtors to pay all UST Quarterly fees on a timely basis; and (h) to make all reasonable efforts to assist bankruptcy counsel in preparing and filing a plan and disclosure statement. The compensation to be paid to Mr. Magill shall be a flat rate of $30,000 per month payable semi-monthly in the amount of $15,000 through the payroll system. Mr. Magill shall not be required to file a fee application. Mr. Magill assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. About Victory Healthcare Victory Parent Company, LLC, and 8 affiliated companies sought Chapter 11 protection in Fort Worth, Texas (Bankr. N.D. Tex.) on June 12, 2015, in Ft. Worth, Texas. Headquartered in The Woodlands, Texas, Victory Parent Company manages six medical centers in Texas. Founded in 2005, Victory now maintains medical centers offering emergency room services in through Victory Medical Center Mid-Cities in Hurst, Victory Medical Center Plano, Victory Medical Center Craig Ranch in McKinney, and Victory Medical Center Landmark in San Antonio. The company also manages its Victory Medical Center Beaumont and Houston-East, which are not part of the Chapter 11 filing and will be sold separately. The Debtors tapped Hoover Slovacek, LLP, as counsel; Epiq Bankruptcy Solutions, LLC, as claims agent; and Baker, Donelson, Bearman, Caldwell & Berkowitz, PC, as special counsel. VICTORY MEDICAL: Hires Patrick Shields as Tax Accountant -------------------------------------------------------- Victory Medical Center Mid-Cities, LP and its debtor-affiliates seek authorization from the U.S. Bankruptcy Court for the Northern District of Texas to employ Patrick C. Shields, PC as tax accountant, effective November 1, 2015. The Debtors request authority to employ Shields to assist with the preparation and filing of 2014 Texas Franchise Tax returns and other tax or accounting services as my be requested by the Debtors. Shields will be paid at these hourly rates: Patrick Shields, CPA $250 Jessica Hammock, CPA $135 Vanessa Miller, Tax Preparer $125 Kay Jackson, Bookkeeper $100 Marcela Evans, Bookkeeper $70 Shields will also be reimbursed for reasonable out-of-pocket expenses incurred. Patrick C. Shields, president and sole shareholder of Shields, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Shields can be reached at: Patrick C. Shields PATRICK C. SHIELDS, PC P.O. Box 947 Fulshear, TX 77441 Tel: (281) 346-1240 Fax: (281) 346-2746 E-mail: pat@pshields.com About Victory Healthcare Victory Parent Company, LLC, and 8 affiliated companies sought Chapter 11 protection in Fort Worth, Texas (Bankr. N.D. Tex.) on June 12, 2015, in Ft. Worth, Texas. Headquartered in The Woodlands, Texas, Victory Parent Company manages six medical centers in Texas. Founded in 2005, Victory now maintains medical centers offering emergency room services in through Victory Medical Center Mid-Cities in Hurst, Victory Medical Center Plano, Victory Medical Center Craig Ranch in McKinney, and Victory Medical Center Landmark in San Antonio. The company also manages its Victory Medical Center Beaumont and Houston-East, which are not part of the Chapter 11 filing and will be sold separately. The Debtors tapped Hoover Slovacek, LLP, as counsel; Epiq Bankruptcy Solutions, LLC, as claims agent; and Baker, Donelson, Bearman, Caldwell & Berkowitz, PC, as special counsel. VICTORY MEDICAL: Hires Sullins & Johnston as Special Counsel ------------------------------------------------------------ Victory Medical Center Mid-Cities, LP and its debtor-affiliates seek authorization from the U.S. Bankruptcy Court for the Northern District of Texas to modify order granting the employment of Sullins & Johnston, PC as special counsel. Sullins and Johnston will perform their duties pursuant to the Power of Attorney & Fee Contract for Provision of Limited Legal Services and the 1st Supplement to Power of Attorney & Fee Contract for Provision of Limited Legal Services entered into with the Debtors. The Contract calls for Sullins and Johnston to earn a contingent fee ranging from 17% to 40% of all sums recovered depending on the stage at which the recovery is made and whether Sullins and Johnston have co-counsel. Sullins & Johnston assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Sullins & Johnston can be reached at: SULLINS & JOHNSTON 3200 Southwest Fwy Houston, TX 77027 Tel: (713) 521-0221 Fax: (713) 521-3242 About Victory Healthcare Victory Parent Company, LLC, and 8 affiliated companies sought Chapter 11 protection in Fort Worth, Texas (Bankr. N.D. Tex.) on June 12, 2015, in Ft. Worth, Texas. Headquartered in The Woodlands, Texas, Victory Parent Company manages six medical centers in Texas. Founded in 2005, Victory now maintains medical centers offering emergency room services in through Victory Medical Center Mid-Cities in Hurst, Victory Medical Center Plano, Victory Medical Center Craig Ranch in McKinney, and Victory Medical Center Landmark in San Antonio. The company also manages its Victory Medical Center Beaumont and Houston-East, which are not part of the Chapter 11 filing and will be sold separately. The Debtors tapped Hoover Slovacek, LLP, as counsel; Epiq Bankruptcy Solutions, LLC, as claims agent; and Baker, Donelson, Bearman, Caldwell & Berkowitz, PC, as special counsel. [*] Boeing Found to Breach Deposition Rules in AF Contract Row -------------------------------------------------------------- Bryan Koenig at Bankruptcy Law360 reported that a special master for discovery on Nov. 23, 2015, in Alabama federal court found Boeing in violation of deposition guidelines in how it interviewed a witness in a bankrupt aerospace contractor's $1.1 billion lawsuit alleging Boeing reneged on a U.S. Air Force refueling tanker contract. AAI accuses Boeing of reneging on a 2005 agreement to bid jointly on a contract to maintain the Air Force's KC-135 tanker fleet. [^] Recent Small-Dollar & Individual Chapter 11 Filings ------------------------------------------------------- In re Gregory David Pojani Bankr. D. Ariz. Case No. 15-14725 Chapter 11 Petition filed November 18, 2015 In re Allan Andrew Copeland Bankr. C.D. Cal. Case No. 15-7668 Chapter 11 Petition filed November 18, 2015 Filed Pro Se In re Macrina Garcia Atanasio-Maldonado and Roberto Andres Maldonado-Quiroz Bankr. C.D. Cal. Case No. 15-27706 Chapter 11 Petition filed November 18, 2015 represented by: Anthony Obehi Egbase, Esq. LAW OFFICES OF ANTHONY O EGBASE & ASSOC E-mail: info@anthonyegbaselaw.com In re Nishahomes IRA, LLC Bankr. E.D. Cal. Case No. 15-28962 Chapter 11 Petition filed November 18, 2015 Filed Pro Se In re Curtis Arthur Jennings, III Bankr. S.D. Cal. Case No. 15-07380 Chapter 11 Petition filed November 18, 2015 filed Pro Se In re Vimmi Handa Bankr. N.D. Ill. Case No. 15-39386 Chapter 11 Petition filed November 18, 2015 In re Gregory B Myers Bankr. D. Md. Case No. 15-26033 Chapter 11 Petition filed November 18, 2015 In re Joseph Allen Hartley and Rachel Kay Hartley Bankr. D. Neb. Case No. 15-81898 Chapter 11 Petition filed November 18, 2015 In re SPOVERLOOK, LLC Bankr. D.N.M. Case No. 15-13018 Chapter 11 Petition filed November 18, 2015 See http://bankrupt.com/misc/nmb15-13018.pdf represented by: James T. Burns, Esq. Albuquerque Business Law, P.C. E-mail: james@abqbizlaw.com In re Frank A. Lopa Bankr. E.D.N.Y. Case No. 15-45236 Chapter 11 Petition filed November 18, 2015 In re Elmer H. Willey, Jr. Bankr. E.D. Penn. Case No. 15-18286 Chapter 11 Petition filed November 18, 2015 In re Grace Gems Galleria, LLC Bankr. W.D. Penn. Case No. 15-24218 Chapter 11 Petition filed November 18, 2015 See http://bankrupt.com/misc/pawb15-24218.pdf represented by: Robert O Lampl, Esq. E-mail: rol@lampllaw.com In re Joseph Satira Bankr. W.D. Penn. Case No. 15-24221 Chapter 11 Petition filed November 18, 2015 In re Exhibit Unlimited Inc. Bankr. D.P.R. Case No. 15-09142 Chapter 11 Petition filed November 18, 2015 See http://bankrupt.com/misc/prb15-09142.pdf represented by: Fausto David Godreau Zayas, Esq. LATIMER, BIAGGI, RACHID & GODREAU LLP E-mail: dgodreau@LBRGlaw.com In re BDSP LLC Bankr. W.D. Wash. Case No. 15-16783 Chapter 11 Petition filed November 18, 2015 represented by: Thomas Mackin, Esq. LAW OFFICE OF THOMAS A. MACKIN E-mail: mackinthomas@hotmail.com In re Adventure Bowl 2 LLC Bankr. W.D. Wash. Case No. 15-16784 Chapter 11 Petition filed November 18, 2015 represented by: Thomas Mackin, Esq. LAW OFFICE OF THOMAS A. MACKIN E-mail: mackinthomas@hotmail.com In re Anthony Mannino and Madeline Ventura Mannino Bankr. D. Ariz. Case No. 15-14819 Chapter 11 Petition filed November 19, 2015 In re Clyde Wilson Lane Bankr. C.D. Cal. Case No. 15-27766 Chapter 11 Petition filed November 19, 2015 In re Yolanda Bumatay Mulato Bankr. N.D. Cal. Case No. 15-31444 Chapter 11 Petition filed November 19, 2015 In re Felipe Feune de Colombi Bankr. S.D. Cal. Case No. 15-07425 Chapter 11 Petition filed November 19, 2015 In re US Board Co LLC Bankr. M.D. Fla. Case No. 15-09760 Chapter 11 Petition filed November 19, 2015 See http://bankrupt.com/misc/flmb15-09760.pdf represented by: Jeffrey Ainsworth, Esq. BRANSONLAW PLLC E-mail: jeff@bransonlaw.com In re Timothy Richard Moore and Heather Davis Moore Bankr. E.D.N.C. Case No. 15-06303 Chapter 11 Petition filed November 19, 2015 In re Michael Patrick Crossan and Rowena Mohammad Crossan Bankr. W.D. Wash. Case No. 15-16823 Chapter 11 Petition filed November 19, 2015 In re 4012, LLC Bankr. W.D. Wash. Case No. 15-16828 Chapter 11 Petition filed November 19, 2015 See http://bankrupt.com/misc/wawb15-16828.pdf represented by: James E. Dickmeyer, Esq. LAW OFFICE OF JAMES E DICKMEYER PC E-mail: jim@jdlaw.net In re Washe, LLC, Debtor Bankr. C.D. Cal. Case No. 15-13835 Chapter 11 Petition filed November 20, 2015 See http://bankrupt.com/misc/cacb15-13835.pdf represented by: Ian Landsberg, Esq. ECOFF LANDSBERG, LLP E-mail: ilandsberg@landsberg-law.com In re Robert Spaak and Valerie J Spaak Bankr. C.D. Cal. Case No. 15-21335 Chapter 11 Petition filed November 20, 2015 represented by: Michael G Spector, Esq. LAW OFFICES OF MICHAEL G. SPECTOR E-mail: mgspector@aol.com In re NU WAY SANITATION INC. Bankr. W.D.N.Y. Case No. 15-12490 Chapter 11 Petition filed November 20, 2015 See http://bankrupt.com/misc/nywb15-12490.pdf represented by: Arthur G. Baumeister, Jr., Esq. AMIGONE, SANCHEZ, ET AL E-mail: abaumeister@amigonesanchez.com In re Zeus Associates, LLC Bankr. S.D. Tex. Case No. 15-20455 Chapter 11 Petition filed November 20, 2015 See http://bankrupt.com/misc/txsb15-20455.pdf represented by: Ralph Perez, Esq. CAVADA LAW OFFICE E-mail: ralph.perez@cavadalawoffice.com In re Paul Anthony Lobianco And Sandra Daugherty Lobianco Bankr. M.D. Tenn. Case No. 15-08423 Chapter 11 Petition filed November 20, 2015 In re Ty Fox LLC Bankr. E.D. Penn. Case No. 15-18397 Chapter 11 Petition filed November 21, 2015 See http://bankrupt.com/misc/paeb15-18397.pdf represented by: Demetrios Tsarouhis, Esq. TSAROUHIS LAW GROUP E-mail: tsarouhis@hotmail.com In re Lisa Mauro Bankr. S.D.N.Y. Case No. 15-23683 Chapter 11 Petition filed November 22, 2015 In re Flora By Arquetipo Inc Bankr. D.P.R. Case No. 15-09240 Chapter 11 Petition filed November 22, 2015 See http://bankrupt.com/misc/prb15-09240.pdf represented by: Hector Eduardo Pedrosa, Esq. THE LAW OFFICES OF HECTOR EDUARDO PEDROSA E-mail: hectorpedrosa@gmail.com In re Mark John Brennan Bankr. D. Md. Case No. 15-26239 Chapter 11 Petition filed November 23, 2015 In re Carlmac-McKinnon's, Inc. Bankr. D. Mass. Case No. 15-14530 Chapter 11 Petition filed November 23, 2015 See http://bankrupt.com/misc/mab15-14530.pdf represented by: Nina M. Parker, Esq. PARKER & ASSOCIATES E-mail: nparker@ninaparker.com In re The Challah Fairy, Inc. Bankr. S.D.N.Y. Case No. 15-23686 Chapter 11 Petition filed November 23, 2015 See http://bankrupt.com/misc/nysb15-23686.pdf represented by: Harvey S. Barr, Esq. BARR, POST & ASSOCIATES E-mail: info@bplegalteam.com In re Hannah Fischer Bankr. S.D.N.Y. Case No. 15-23687 Chapter 11 Petition filed November 23, 2015 In re Robin Greer Graham Bankr. S.D. Fla. Case No. 15-30571 Chapter 11 Petition filed November 24, 2015 In re Debra Marie Guajardo Bankr. N.D. Cal. Case No. 15-31452 Chapter 11 Petition filed November 23, 2015 In re Emad Ayyad Bankr. N.D. Cal. Case No. 15-53689 Chapter 11 Petition filed November 23, 2015 In re Gail Balmer Roumell Bankr. N.D. Cal. Case No. 15-31470 Chapter 11 Petition filed November 24, 2015 represented by: Andy C. Warshaw, Esq. FINANCIAL RELIEF LAW CENTER E-mail: awarshaw@bwlawcenter.com In re Sultan Realty Management Bankr. D. Conn. Case No. 15-51634 Chapter 11 Petition filed November 24, 2015 filed Pro Se In re Jeff Howard Sage and Sandi Lea Sage Bankr. M.D. Fla. Case No. 15-05154 Chapter 11 Petition filed November 24, 2015 In re Frank R Severino Bankr. S.D. Fla. Case No. 15-30637 Chapter 11 Petition filed November 24, 2015 In re Paul Gremillion, Sr. Bankr. E.D. La. Case No. 15-13063 Chapter 11 Petition filed November 24, 2015 In re Stephen Louis Thiel and Lisa Holbrook Thiel Bankr. E.D. Mich. Case No. 15-57132 Chapter 11 Petition filed November 24, 2015 In re Gary Cohen Bankr. S.D.N.Y. Case No. 15-23689 Chapter 11 Petition filed November 24, 2015 In re Michael Robert Dunn Bankr. N.D. Ala. Case No. 15-71914 Chapter 11 Petition filed November 25, 2015 In re Jesus Rafael Cruz Rodriguez and Beatriz Quivoy Cruz Bankr. D. Ariz. Case No. 15-15071 Chapter 11 Petition filed November 25, 2015 In re Mark Allan Pierce and Corinne Fay Pierce Bankr. C.D. Cal. Case No. 15-12332 Chapter 11 Petition filed November 25, 2015 filed Pro Se In re Cheryl May Kelmar Bankr. C.D. Cal. Case No. 15-12336 Chapter 11 Petition filed November 25, 2015 represented by: Michael Jay Berger, Esq. E-mail: michael.berger@bankruptcypower.com In re Lightning Bolt Leasing, LLC Bankr. M.D. Fla. Case No. 15-05173 Chapter 11 Petition filed November 25, 2015 See http://bankrupt.com/misc/flmb15-05173.pdf represented by: Robert D Wilcox, Esq. WILCOX LAW FIRM E-mail: rw@wlflaw.com In re Reece Tent Rental, LLC Bankr. N.D. Ga. Case No. 15-72660 Chapter 11 Petition filed November 25, 2015 See http://bankrupt.com/misc/ganb15-72660.pdf represented by: Edward F. Danowitz, Jr., Esq. Danowitz & Associates, P.C. E-mail: edanowitz@danowitzlegal.com In re Green Grease Environmental Bankr. N.D. Ill. Case No. 15-40236 Chapter 11 Petition filed November 25, 2015 See http://bankrupt.com/misc/ilnb15-40236.pdf represented by: Jonathan D. Golding, Esq. The Golding Law Offices, P.C. E-mail: jgolding@goldinglaw.net In re Maury D. Kommor Bankr. W.D. Ky. Case No. 15-33786 Chapter 11 Petition filed November 25, 2015 In re Washington Estates, LLC Bankr. D.N.J. Case No. 15-32271 Chapter 11 Petition filed November 25, 2015 See http://bankrupt.com/misc/njb15-32271.pdf represented by: Christopher Roy Higgins, Esq. LAW OFFICE OF CHRISTOPHER R. HIGGINS E-mail: christopher@higginslawnj.com In re Luis Angel Ramon Mejias and Damayanti Moreno Rosado Bankr. D.P.R. Case No. 15-09349 Chapter 11 Petition filed November 25, 2015 In re Augusto's Cuisine Corporation Bankr. D.P.R. Case No. 15-09390 Chapter 11 Petition filed November 25, 2015 See http://bankrupt.com/misc/prb15-09390.pdf represented by: Alexis Fuentes Hernandez, Esq. FUENTES LAW OFFICES, LLC E-mail: alex@fuentes-law.com In re Best Guard Security Corp. Bankr. D.P.R. Case No. 15-09405 Chapter 11 Petition filed November 25, 2015 See http://bankrupt.com/misc/prb15-09405.pdf represented by: Carmen D Conde Torres, Esq. D. CONDE & ASSOC. E-mail: notices@condelaw.com In re Camp Mountain Lake, Inc. Bankr. E.D. Tenn. Case No. 15-15192 Chapter 11 Petition filed November 25, 2015 See http://bankrupt.com/misc/tneb15-15192.pdf represented by: Robert S. Peters, Esq. SWAFFORD, PETERS, PRIEST & HALL E-mail: dfloyd@spphlaw.com ********* 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 ***