/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/151208.mbx T R O U B L E D C O M P A N Y R E P O R T E R Tuesday, December 8, 2015, Vol. 19, No. 342 Headlines 33 PECK SLIP: Seeks Approval of Bridgeton Stipulation ACRISURE LLC: Moody's Affirms B3 CFR, Outlook Remains Negative ALEXZA PHARMACEUTICALS: Admits Need to Raise Additional Capital AMERICAN APPAREL: Explores Strategic Alternatives for Future ARAMARK SERVICES: Moody's Raises Senior Secured Rating to Ba2 ATLANTIC & PACIFIC: 410 West, Saxon Buying Assets for $12.725-Mil. ATLANTIC & PACIFIC: Court Okays Transfer of Lease to Fox Hill ATLANTIC & PACIFIC: Gets Approval to Transfer Lease to Dave-Marion ATLANTIC & PACIFIC: Hilco IP Services Okayed as IP Advisors ATP OIL: Louisiana Court Dismisses Securities Class Suit AXION INTERNATIONAL: Hires Epiq as Claims and Noticing Agent AXION INTERNATIONAL: Obtained $500K Loan From Plastic Ties BB ISLAND: Court Denies Bid to Reinstate Automatic Stay BGI CONTRACTORS: Case Summary & 20 Largest Unsecured Creditors BLUE MATRIX LABS: Case Summary & 20 Largest Unsecured Creditors BROWN MEDIA: Court Dismisses Complaint Against K&L Gates, et al. BUTTS GOLF: Case Summary & 10 Largest Unsecured Creditors CHARTER NEX: Moody's Puts B2 CFR on Review for Possible Downgrade CHESAPEAKE ENERGY: Fitch Affirms 'BB-' LT Issuer Default Rating CHESAPEAKE ENERGY: Moody's Cuts CFR to B2 & Rates $1.5BB Notes B1 CHESAPEAKE ENERGY: S&P Hikes Rating on $4-Bil. Debt to 'BB+' CHRIST'S HOUSEHOLD: Case Summary & 20 Largest Unsecured Creditors CIT GROUP: S&P Raises ICR to 'BB+' After OneWest Bank Acquisition COLGAN AIR: Embraer's Bid to Amend Suit Against AeroCentury Denied CURTIS JAMES JACKSON: Sleek Audio May Sue to Keep $18M Claim CUSTOM SENSORS: Moody's Withdraws 'B2' Corporate Family Rating CYPRESS SEMICONDUCTOR: S&P Affirms 'BB-' CCR, Outlook Stable DEPORTES MEDIA: Voluntary Chapter 11 Case Summary DETROIT, MI: On Track After Banruptcy, Review Commission Says DO YOU LOVE ME?: Court Allows Oriole Textile's Claim for $26K+ ENERGY FUTURE: Can Employ Bielli & Klauder as Co-Counsel ENERGY FUTURE: Quick Appeal Blocked in Spat Over EFH Premiums ENERGY FUTURE: TCEH Unsecured Creditors Get $42.075M Under Plan ENERGYSOLUTIONS INC: S&P Lowers Corp. Credit Rating to 'B-' F-SQUARED INVESTMENT: Unsecureds to Recover 6% to 12% Under Plan FREESCALE SEMICONDUCTOR: Fitch Withdraws Hiked IDR GELTECH SOLUTIONS: Has Yet to Generate Revenues for Operations GEVO INC: Posts $6.5-Mil. Net Loss in Qtr. Ended Sept. 30, 2015 GMI USA: Extends DIP Loan Maturity Date to March 1, 2016 GT ADVANCED: Creditors Balk at Exit Financing, Seeks Alternative HUMMEL STATION: S&P Assigns 'BB-' Rating on $460MM Secured Loan HUTCHESON MEDICAL: Dec. 14 Hearing on Sale of Assets J.G. NASCON: Case Summary & 20 Largest Unsecured Creditors JOSE VAZQUEZ: Ordered to Pay $1.35MM in Atty Fees in Wage Suit JW RESOURCES: Court Approves $12K Asset Sale to Middlesboro Mining LIFE PARTNERS: Reorganization Plan Settles Ownership Issue LIGHTSQUARED INC: FCC OK's Change of Control, Exits Chapter 11 MMR VENTURES: Court Dismisses 40 CPS' Interlocutory Appeal MPLX LP: S&P Raises CCR From 'BB' on Merger Completion PENINSULA GAMING: S&P Hikes Rating on $825MM Term Loan Debt to BB- PHOENIX COYOTES: Ex-Owner Looks to Undo NHL's Win on Team Debt PLOVER APPETIZER: Jan. 20 Combined Plan, Disclosures Hearing QUIKSILVER INC: PJT Partners Approved as Panel's Investment Banker QUIKSILVER INC: PJT Partners Okayed as Panel's Financial Advisor QUIKSILVER INC: Plan Goes to Jan. 27 Confirmation Hearing RELATIVITY MEDIA: Wants to Use Ultimates Cash Collateral RGIS SERVICES: Moody's Lowers CFR to Caa1, Outlook Negative ROPER AND TWARDOWSKY: Case Summary & 4 Top Unsecured Creditors SABINE OIL: Creditors Committee Seeks Derivative Standing to Sue SABINE OIL: Forest Notes Trustees Seek Standing to Sue SANDERS NURSERY: Voluntary Chapter 11 Case Summary SEA ISLAND: Kings Point POA Given 10 Days to Amend Responses SIGNAL INTERNATIONAL: Needs Until Jan. 8 to Remove Actions SINO PAYMENTS: Auditor Expresses Going Concern Doubt SOUTHERN REGIONAL: Court Approves Joint Administration of Cases SOUTHERN REGIONAL: LCEN Approved as Local Counsel for Committee SOUTHERN REGIONAL: Needs Until May 25 to File Ch. 11 Plan SOUTHERN REGIONAL: Pepper Hamilton Approved as Committee Counsel SOUTHERN REGIONAL: Seeks to Sell Assets to Prime Healthcare SPRINGS INDUSTRIES: S&P Rates New $90 Million Term Loan 'B' SWIFT ENERGY: Moody's Lowers Corporate Family Rating to 'Caa3' TI FLUID: S&P Retains 'BB' Rating Over Planned $100MM Loan Add-On TRIBUNE CO: Wilmington Cannot Recover Attorney's Fees TRUMP ENTERTAINMENT: E&Y LLP Approved to Prepare 2015 Financials USA DISCOUNTERS: Plan Filing Date Extended to March 21, 2016 VINCENT TORRES: Court Declines to Retry Contractor's Sanctions Bid WALTER ENERGY: Committee Extends Challenge Deadline ZLOOP INC: Creditors' Meeting Adjourned to Jan. 19 ZLOOP INC: Needs Until March 6, 2016 to File Plan [*] Bankruptcy Law360 Names Bankruptcy MVPs [*] Carl Marks Advisors Named T&W's Outstanding Turnaround Firm [*] US Midstream Faces Capital Market Access Challenge, Fitch Says [^] Large Companies with Insolvent Balance Sheet ********* 33 PECK SLIP: Seeks Approval of Bridgeton Stipulation ----------------------------------------------------- 33 Peck Slip Acquisition, LLC, and its affiliated debtors ask the U.S. Bankruptcy Court for the Southern District of New York to approve the Stipulation that they have entered into with Bridgeton Acquisitions, LLC, et al. ("Bridgeton"), Atit Jariwala, Dante Massaro, Christopher La Mack and William T. Obeid. Prior to the filing of the Debtors' petitions for relief in the Chapter 11 cases, Bridgeton entered into separate agreements ("Stalking Horse Purchase and Sale Agreements") for the purchase of each of the Debtors' real properties located at 52 West 13th Street, New York, New York ("Jade Greenwich Village Hotel") and 37 West 24th Street, New York, New York ("Wyndham Flatiron Hotel"). The Debtors then filed their Sale Procedure Motions, as well as their Joint Liquidating Plan, pursuant to which sales of the Jade Greenwich Village Hotel and the Wyndham Flatiron Hotel will be consummated. The Debtors contend that Mr. Obeid objected to the relief sought in the Sale Procedure Motions on several grounds, including grounds similar to the respective allegations in complaints filed by Mr. Obeid: (i) in an action pending in the United States District Court for the Southern District of New York styled William T. Obeid v. Christopher La Mack et. al., Case No. 14-CV-6498 (LTS) ("Federal Action"); and (ii) in an action pending in the Supreme Court of the State of New York, County of New York, Commercial Division, styled William T. Obeid, et al., v. Bridgeton Holdings, LLC, et. al., Index No. 152596/2015 (N.Y. Sup. Ct. Commercial Division) ("State Action"). The Debtors further contend that in the Pending Actions, Mr. Obeid has asserted claims on behalf of himself, and has asserted derivative claims on behalf of the Debtors against La Mack, Massaro, Bridgeton, Jariwala and Elevation Real Estate Group, LLC. The Debtors relate that Mr. Obeid has also filed a motion for relief from the automatic stay to pursue pending derivative claims on behalf of the Debtors in the United States District Court for the Southern District of New York. The Debtor tells the Court that the Parties reached an agreement to permit the Sales to occur pursuant to the Sales Procedures set forth in the Modified Agreed Sales Procedures Orders and resolved on consent, Mr. Obeid's Relief From Stay Motion. The Stipulation contains, among others, these terms: (a) The Parties request that the Court enter the Agreed Sales Procedures Orders as modified and in the form lodged with the Court concurrently with the filing of the Stipulation ("Modified Agreed Sales Procedures Orders"). (b) The Plan will be modified to contain the definition of "Derivative Claims", which will mean the derivative claims assert by William T. Obeid in the Federal Action and the State Court Action. (c) Mr. Obeid will have whatever rights, standing and authority to prosecute the Derivative Claims that existed on the Petition date. (d) Upon the close of each Sale and the receipt of proceeds therefrom, La Mack, Massaro and Mr. Obeid will cause Gemini Real Estate Advisors LLC ("GREA") immediately to distribute no less than 75% of any sums received by GREA from the Sales to its members. Mr. Obeid is not required to file a Proof of Claim in the cases to maintain or preserve his interests in the Debtors' affiliates and, thereby, his direct or indirect interests in the Debtors, including any disposition or promote fees related to the Sales. (e) Mr. Obeid, on behalf of himself and any entity or person that he directly or indirectly owns or controls, will waive any right, claim, demand or action against any entity or person that (i) participates with, aids, assists, finances or advises Bridgeton in connection with any equity or debt financing related to the Sales, including but not limited to any lender, investor, or consultant, and (ii) is not a party to the Pending Actions as of the date of the Stipulation. 33 Peck Slip Acquisition is represented by: David B. Shemano, Esq. ROBINS KAPLAN LLP 601 Lexington Avenue, Suite 3400 New York, NY 10022-4611 Telephone: (212)980-7400 Facsimile: (212)980-7499 E-mail: Dshemano@RobinsKaplan.com - and - Howard J. Weg, Esq. ROBINS KAPLAN LLP 2049 Century Park East Suite 3400 Los Angeles, CA 90067-3208 Telephone: (310)552-0130 Facsimile: (310)229-5800 E-mail: Hweg@RobinsKaplan.com About 33 Peck Slip Acquisition 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. Walter Energy, Inc., and its affiliated debtors ask the U.S. Bankruptcy Court for the Northern District of Alabama, Southern Division, for authority to reject collective bargaining agreements, implement final labor proposals and terminate retiree benefits. The Debtors relate that they must sell substantially all of their assets as a going-concern pursuant to Section 363 of the Bankruptcy Code, as they have reached the point where such sale is the only option to avoid outright liquidation and the loss of all of their employees' jobs. The Debtors further relate that they negotiated with an ad hoc group ("Steering Committee") of certain unaffiliated lenders and holders ("First Lien Creditors") of the majority in amount of the Debtors' first lien secured obligations a going-concern sale of substantially all of their Alabama coal operations ("363 Sale") and other assets to proposed buyer Coal Acquisition LLC, an entity owned by holders of first lien secured debt pursuant to a stalking horse purchase agreement. The Debtors request authority to reject, in their entirety, the UMWA CBA, the June 2011 Contract between the UMWA and the BCOA, and the USW CBA, an Agreement dated March 25, 2010 between the USW on behalf of Local Union No. 12014 and Walter Coke. The Debtors ask the Court for authority to implement the final proposals that they had submitted to the Unions, pursuant to which, any Successorship Provisions would be eliminated and upon the closing if the 363 Sale, the CBAs and the other obligations remaining under the CBAs would terminate. The Debtors tell the Court that the Final Proposals include terminating Retiree Benefits owed to approximately 3,100 retirees represented by either the UMWA or the USW, together with approximately 100 non-Union retirees. The Debtors further tell the Court that these Retiree Benefits include those owed under: (i) the UMWA CBA which, as of December 31, 2014, had approximately $579.1 million in unfunded liabilities; (ii) a CBA that does not cover any active employees with the UMWA that, as of Dec. 31, 2014, had $3.4 million in unfunded liabilities; (iii) the USW CBA that, as of Dec. 31, 2014, had approximately $10.9 million and $0.5 million in unfunded liabilities, respectively; and (iv) the medical plan for non-Union retirees, that, as of Dec. 31, 2014, had approximately $4.3 million in unfunded liabilities. The Debtors note that the Final Proposals also include terminating healthcare benefits for laid-off employees and certain other individuals, which benefits currently costs the Debtors $800,000 per month. The Debtors tell the Court that the Proposed Buyer will not buy the Alabama Coal Operations burdened by the Debtors' existing collective bargaining agreements and their retiree benefit obligations. The Debtors further tell the Court that the Stalking Horse APA requires as a closing condition that the Debtors obtain relief from all successorship clauses, and similar provisions, in the CBAs that would purport to require the CBAs be binding on the Proposed Buyer. The Debtors add that the CBAs impose onerous financial obligations on the Debtors' operations that market conditions simply cannot support. The Debtors relate that despite reaching out to dozens of parties potentially interested in their assets and operations, the Debtors' investment bankers have not found a single party, other than the Proposed Buyer, willing to purchase the entirety of the Alabama Coal Operations. The Debtors further relate that their liquidity will be exhausted by the end of January 2016. They contend that if the Alabama Coal Operations are to be sold as a going-concern, it must occur without delay to a financially committed buyer with sufficient resources to invest hundreds of millions of dollars of additional capital in the mines, additional capital that the mines require to operate even if the relief sought by the Debtors is granted in full. The Debtors further contend that they must reject the CBAs to consummate the 363 Sale to the Proposed Buyer, and, after the 363 Sale closes, the Debtors will be unable to afford the remaining obligations under the CBAs and the Retiree Benefits. The Debtors assert that doing so provides the best hope for the Alabama Coal Operations to be sold as a going-concern, thereby maximizing value for all stakeholders, including potential future jobs for the Debtors' employees. The Debtors' Motion is supported by the declaration of Stephen Douglas Williams, the CEO of Coal Acquisition. The Debtors' motion is scheduled for hearing on Dec. 15, 2015 at 9:00 a.m. The deadline for the filing of objections to the motion is set on Dec. 9, 2015. Walter Energy's attorneys: Patrick Darby, Esq. Jay Bender, Esq. Cathleen Moore, Esq. Jaimes Bailey, Esq. BRADLEY ARANT BOULT CUMMINGS LLP One Federal Place 1819 Fifth Avenue North Birmingham, AL 35203 Telephone: (205)521-8000 E-mail: pdarby@babc.com jbender@babc.com ccmoore@babc.com jbailey@babc.com - and - Stephen J. Shimshak, Esq. Kelley A. Cornish, Esq. Claudia R. Tobler, Esq. Ann K. Young, Esq. Michael S. Rudnick, Esq. PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP 1285 Avenue of the Americas New York, NY 10019 Telephone: (212)373-3000 E-mail: sshimshak@paulweiss.com kcornish@paulweiss.com ctobler@paulweiss.com ayoung@paulweiss.com mrudnick@paulweiss.com About Walter Energy Walter Energy -- http://www.walterenergy.com/-- is a publicly traded "pure-play" metallurgical coal producer for the global steel industry with strategic access to steel producers in Europe, Asia and South America. The Company also produces thermal coal, anthracite, metallurgical coke and coal bed methane gas. Walter Energy employs approximately 2,700 employees, with operations in the United States, Canada and the United Kingdom. For the year ended Dec. 31, 2014, the Company reported a net loss of $471 million following a net loss of $359 million in 2013. Walter Energy, Inc., and its affiliates sought Chapter 11 protection (Bankr. N.D. Ala. Lead Case No. 15-02741) in Birmingham, Alabama on July 15, 2015, after signing a restructuring support agreement with first-lien lenders. Walter Energy disclosed total assets of $5.2 billion and total debt of $5 billion as of March 31, 2015. The Debtors tapped Paul, Weiss, Rifkind, Wharton & Garrison as counsel; Bradley Arant Boult Cummings LLP, as co-counsel; Ogletree Deakins LLP, as labor and employment counsel; Maynard, Cooper & Gale, P.C., as special counsel; Blackstone Advisory Services, L.P., as investment banker; AlixPartners, LLP, as financial advisor, and Kurtzman Carson Consultants LLC, as claims and noticing agent. The Bankruptcy Administrator for the Northern District of Alabama appointed an Official Committee of Unsecured Creditors and an Official Committee of Retirees. The Creditors Committee tapped Morrison & Foerster LLP and Christian & Small LLP as attorneys. The Retiree Committee retained Adams & Reese LLP and Jenner & Block LLP as attorneys. The informal group of certain unaffiliated First Lien Lenders and First Lien Noteholders (the "Steering Committee") retained Akin, Gump, Strauss, Hauer and Feld LLP as legal advisor, and Lazard Freres & Co. LLC as financial advisor. ACRISURE LLC: Moody's Affirms B3 CFR, Outlook Remains Negative -------------------------------------------------------------- Moody's Investors Service has affirmed the B3 corporate family rating and B3-PD probability of default rating of Acrisure, LLC despite a rapid increase in borrowings over the past few years to help fund acquisitions. The company has announced plans to increase its credit facilities by $150 million to help fund nearly 30 small acquisitions expected to close by early 2016. Moody's has also affirmed the B2 rating on Acrisure's first-lien credit facilities and the Caa2 rating on its second-lien facilities. The rating outlook for Acrisure remains negative, reflecting the accelerated pace of acquisitions, funded largely with debt, and the meaningful execution and contingent risks associated with such an aggressive growth strategy. RATINGS RATIONALE "Acrisure has substantially increased its borrowings to help fund acquisitions," said Bruce Ballentine, Moody's lead analyst for Acrisure. "The persistently high financial leverage gives the company little capacity to withstand disruptions in its existing or acquired businesses." Acrisure's ratings reflect its growing market presence in North American insurance brokerage, good mix of business between property & casualty insurance and employee benefits, healthy EBITDA margins and effective use of stock to help fund acquisitions. These strengths are offset by the company's high financial leverage, limited interest coverage and exceptionally fast growth through acquisitions. The company's revenue more than doubled in 2014 versus the prior year, and it is on pace to more than double again in 2015. The rapid growth heightens the management challenge of integrating accounting and information systems, and limiting the firm's exposure to errors and omissions in the delivery of professional services. The rating agency estimates that Acrisure's debt-to-EBITDA ratio, including the cash portion of contingent earnout liabilities as debt, will be in the range of 7.5x-8x following the proposed increase in borrowings. Such financial leverage is high for the firm's rating category, and Moody's expects the company to reduce this ratio below 7.5x over the next 12 to 18 months, mainly through the recognition of acquired EBITDA. The rating agency expects the company's (EBITDA - capex) interest coverage to be in the range of 1.5x-2x. Pro-forma for the incremental facilities, Acrisure's financing arrangement includes a $75 million first-lien revolving credit facility expiring in May 2020 (rated B2), $694 million of first-lien term loans maturing in May 2022 (rated B2) and $215 million of second-lien term loans maturing in November 2022 (rated Caa2). The facilities are guaranteed by Acrisure's immediate parent and all material US subsidiaries, and secured by substantially all assets of Acrisure and the guarantors. Factors that could lead to a stable outlook on Acrisure's ratings include: (i) debt-to-EBITDA ratio below 7.5x, (ii) (EBITDA - capex) coverage of interest consistently exceeding 1.5x, (iii) free-cash-flow-to-debt ratio consistently exceeding 3%, and (iv) successful integration of acquisitions. Factors that could lead to a rating downgrade include: (i) debt-to-EBITDA ratio above 7.5x on a sustained basis, (ii) (EBITDA - capex) coverage of interest below 1.2x, or (iii) free-cash-flow-to-debt ratio below 2%. Moody's has affirmed these ratings (and loss given default (LGD) assessments): Corporate family rating B3; Probability of default rating B3-PD; $75 million first-lien revolving credit facility expiring in May 2020 B2 (LGD3); $694 million (including $100 million increase) first-lien term loans due in May 2022 B2 (LGD3); $215 million (including $50 million increase) second-lien term loans due in November 2022 Caa2 (LGD5). The principal methodology used in these ratings was Moody's Global Rating Methodology for Insurance Brokers and Service Companies published in February 2012. Based in Grand Rapids, Michigan, Acrisure distributes a range of property & casualty insurance, employee benefits and related products to small and mid-sized US businesses in 23 states, mainly in the Midwest, Northeast, Southeast and Southwest. The company generated revenue of $231 million for the 12 months through September 2015. ALEXZA PHARMACEUTICALS: Admits Need to Raise Additional Capital --------------------------------------------------------------- Alexza Pharmaceuticals, Inc., incurred a net loss of $5,438,000 for the three months ended Sept. 30, 2015, compared to a net loss of $13,328,000 for the quarter ended Sept. 30, 2014. "We have incurred significant losses from operations since our inception and expect losses to continue for the foreseeable future," Alexza President and Chief Executive Officer Thomas B. King said in a regulatory filing with the U.S. Securities and Exchange Commission on Nov. 5, 2015. "We concluded that due to our need for additional capital, and the uncertainties surrounding our ability to raise such funding, substantial doubt exists as to our ability to continue as a going concern." Mr. King noted, "As of September 30, 2015, we had cash and cash equivalents of $11.3 million and working capital of $111,000. We believe that, based on our cash and cash equivalent balances at September 30, 2015, amounts available under our promissory note to Grupo Ferrer Internacional, S.A. (the Ferrer Note) and our expected cash usage, we have sufficient capital resources to meet our anticipated cash needs into the second quarter of 2016. In light of our ongoing costs, investments in ADASUVE manufacturing and product candidate development, and our projected working capital needs, we expect to need to source additional capital to finance our ongoing operations in the next twelve months. "We may not be able to source sufficient capital on acceptable terms, or at all, to continue to pursue approval to commercialize ADASUVE in the United States or other countries, to continue development of our other product candidates or to continue operations." According to Mr. King, "We plan to source additional capital which may be used to fund strategic initiatives, operations and working capital, or development of product candidates. In addition to product revenues, royalties and milestone payments, we may finance our operations through additional distribution or licensing collaborations, sale of equity securities, or utilization of debt arrangements. Such funding may not be available or may be on terms that are not favorable to us. Our inability to source capital as and when needed could have a negative impact on our financial condition, results of operations or our ability to execute on our strategic initiatives. "For instance, in October 2015 we announced our plan to restructure our obligations under our convertible promissory note and agreement to lend with Teva Pharmaceuticals USA, Inc. (the Teva Note). We cannot be sure whether this negotiation will reduce our obligations under the Teva Note until we have entered into a definitive agreement with Teva. We also cannot assure you that we will ever enter into such an agreement and may be forced to comply with the current terms of the Teva Note throughout the term of the Teva Note. In addition, the change in our relationship with Teva may negatively affect our ability to raise additional funds and to continue as a going concern." "Our operating and capital plans for the next twelve months call for cash expenditure to exceed our current cash, cash equivalents, marketable securities, restricted cash and working capital. We concluded that due to our need for additional capital, and the uncertainties surrounding our ability to raise such funding, substantial doubt exists as to our ability to continue as a going concern. We may be forced to reduce our operating expenses, raise additional funds, principally through additional corporate partnerships, the additional sales of our securities or debt financings to meet our working capital needs. "However, we cannot guarantee that we will be able to obtain sufficient additional funds when needed or that such funds, if available, will be obtainable on terms satisfactory to us. If we are unable to raise sufficient additional capital or complete a strategic transaction, we may be unable to continue to fund our operations, develop our product candidates or realize value from our assets and discharge our liabilities in the normal course of business. These uncertainties raise substantial doubt about our ability to continue as a going concern. If we become unable to continue as a going concern, we may have to liquidate our assets, and might realize significantly less than the values at which they are carried on our financial statements, and stockholders may lose all or part of their investment in our common stock," Mr. King told the SEC. At Sept. 30, 2015, the company had total assets of $26,222,000, total liabilities of $95,071,000, and a stockholders' deficit of $68,849,000. A full-text copy of the company's quarterly report is available for free at: http://tinyurl.com/jznfkjj Alexza Pharmaceuticals, Inc. is a pharmaceutical company focused on the research, development and commercialization of novel proprietary products for the acute treatment of central nervous system conditions. The company is headquartered in Mountain View, California. AMERICAN APPAREL: Explores Strategic Alternatives for Future ------------------------------------------------------------ Dov Charney, the founder and former Chairman and CEO of American Apparel, Inc., on Dec. 4 disclosed that he is exploring plans with investors and industry executives in an effort to develop a value-maximizing solution for the Company, its thousands of manufacturing, retail, administrative and creative employees, its customers, as well as the Los Angeles community where American Apparel is one of the largest private sector employers. Mr. Charney founded American Apparel in 1989 and was Chairman and CEO of the Company until June 2014, and served as a consultant until December 2014. American Apparel filed for bankruptcy in October 2015, a little over a year after Mr. Charney's departure as CEO of American Apparel, and ten months following his departure from the Company. Headquartered in Los Angeles, American Apparel is an iconic company in the apparel industry, operating the largest clothing manufacturing facility in the United States. In 2014, the Company generated over $600 million of net sales and reported $40 million of Adjusted EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization). Mr. Charney has demonstrated a consistent track record of driving the Company's sales: in nearly each year for the past 25 years with one exception, Mr. Charney led the Company to grow sales every consecutive year. Rather than engaging in a pursuit of low wage manufacturing, Mr. Charney has focused on leveraging art, design and technology to advance the success of the Company as well as the lives of those involved in the manufacturing process. Despite paying some of the highest wages in the clothing industry, creating the opportunity for many garment workers to earn annual wages exceeding $30,000 to $50,000 (in contrast to offshore wages where garment workers earn as little as $650 per year), American Apparel had consistently delivered best-in-class gross profit margins, and generated positive Adjusted EBITDA in all but one year since going public in 2007. In the nine months ended September 30, 2015, following Mr. Charney's departure from the Company but prior to the Company's bankruptcy filing, net sales and gross profits at American Apparel declined 15.5% and 29.2%, respectively. These trends have not showed signs of reversing with net sales down 19.1% on a year-over-year basis for the third quarter. Mr. Charney is confident that new and existing investors, working with him and his team of industry leaders, would be able to realize significant long-term value for American Apparel's stakeholders, including its thousands of employees, by reviving American Apparel's sales and profitability, while preserving and creating fair wage job opportunities in the apparel industry. Mr. Charney has engaged Cardinal Advisors, LLC as financial advisor in connection with an evaluation of strategic alternatives involving American Apparel. About American Apparel American Apparel, Inc., American Apparel (USA), LLC, American Apparel Retail, Inc., American Apparel Dyeing & Finishing, Inc., KCL Knitting, LLC and Fresh Air Freight, Inc. sought Chapter 11 bankruptcy protection (Bankr. D. Del. Proposed Lead Case No. 15-12055) on Oct. 5, 2015. The petition was signed by Hassan Natha as chief financial officer. The Debtors reported total assets of $199,360,934 and total liabilities of $397,576,744. The Debtors and their non-debtor affiliates operate a vertically integrated manufacturing, distribution, and retail business focused on branded fashion-basic apparel, employing approximately 8,500 employees across six manufacturing facilities and approximately 230 retail stores in the United States and 17 other countries worldwide. The Debtors have engaged Jones Day as restructuring counsel, Pachulski Stang Ziehl & Jones LLP as local counsel, Moelis & Company as investment banker, FTI Consulting, Inc. as financial advisor, DJM Real Estate as real estate consultant and Garden City Group, LLC as claims and noticing agent. ARAMARK SERVICES: Moody's Raises Senior Secured Rating to Ba2 ------------------------------------------------------------- Moody's Investors Service upgraded Aramark Services, Inc.'s senior secured rating to Ba2 from Ba3. All other ratings, including the Ba3 Corporate Family rating, and the stable outlook remain unchanged. The company increased to $400 million from $300 million the amount of its proposed senior unsecured notes due 2024. Issuer: Aramark Services, Inc. Upgrade: Senior Secured, Upgraded to Ba2 (LGD3) from Ba3 (LGD3) RATINGS RATIONALE The upgrade of the senior secured rating to Ba2 (LGD3) reflects the increased proportion of senior unsecured debt to total debt. The Ba3 CFR is supported by Aramark's leadership positions in growing markets favoring outsourcing trends, along with a stable and predictable business model driven by long-term contracts and fixed assets providing meaningful competitive barriers. Moody's anticipates low single digit revenue growth, a partial rebound in EBITA margins to around 5.5% and debt repayment of about $100 million a year to drive debt to EBITDA below 4.5 times in 2016. Revenue growth will be driven by slowly improving conditions across most service lines. Growth in free cash flow will be aided by management and business process improvement initiatives and fewer non-recurring cash uses, although investments in capital expenditures associated with new and expanded contracts could limit the pace. Liquidity is considered good, reflecting Moody's expectations for free cash flow of over $100 million and significant availability under the $730 million committed revolver maturing in 2019. All financial metrics reflect Moody's standard adjustments. The stable ratings outlook reflects Moody's expectations for low single digit revenue growth and over $1.3 billion a year of EBITDA in 2016. The ratings could be downgraded if, as a result of some combination of poor results from operations, acquisitions or shareholder-friendly actions, Moody's expects debt to EBITDA to be maintained above 5 times or retained cash flow to debt to remain below 12%. The ratings could be upgraded if Aramark achieves sustained revenue growth, stable profitability as measured by EBITA margins of at least 6% and demonstrates conservative financial policies such that we expect sustained debt to EBITDA around 4 times and retained cash flow to debt at least 16%. The principal methodology used in these ratings was Business and Consumer Service Industry published in December 2014. Aramark is a provider of food and related services to a broad range of institutions and the second largest uniform and career apparel business in the United States. Aramark is owned by public shareholders. Moody's expects revenues of about $15 billion in 2016. ATLANTIC & PACIFIC: 410 West, Saxon Buying Assets for $12.725-Mil. ------------------------------------------------------------------ A federal judge approved A&P Real Property LLC's two separate sale agreements with 410 West 207th Acquisition LLC and Saxon Sunrise Realty LLC. The order, issued by U.S. Bankruptcy Judge Robert Drain, allowed A&P to sell the assets used in operating its store in Inwood, New York, to 410 West, which offered $10.425 million. Meanwhile, Saxon Sunrise made a $2.3 million offer to acquire an A&P store in Bayshore, New York. Both buyers were selected as the winning bidders at a court-supervised auction held in October, court filings show. About Atlantic & Pacific Based in Montvale, New Jersey, The Great Atlantic & Pacific Tea Company, Inc., and its affiliates are one of the nation's oldest leading supermarket and food retailers, operating approximately 300 supermarkets, beer, wine, and liquor stores, combination food and drug stores, and limited assortment food stores across six Northeastern states. The primary retail operations consist of supermarkets operated under a variety of well known trade names, or "banners," including A&P, Waldbaum's, SuperFresh, Pathmark, Food Basics, The Food Emporium, Best Cellars, and A&P Liquors. The Company employs approximately 28,500 employees, over 90% of whom are members of one of twelve local unions whose members are employed by the Debtors under the authority of 35 separate collective bargaining agreements. Then with 429 stores, A&P and its affiliates filed Chapter 11 petitions (Bankr. S.D.N.Y. Case No. 10-24549) on Dec. 12, 2010, and in 2012 emerged from Chapter 11 bankruptcy as a privately held company with 320 supermarkets. On July 19, 2015, with 300 stores, A&P and 20 affiliated debtors each filed a Chapter 11 petition (Bankr. S.D.N.Y.) after reaching deals for the going concern sales of 120 stores. The Debtors are seeking joint administration under Case No. 15-23007. 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: Court Okays Transfer of Lease to Fox Hill ------------------------------------------------------------- A&P Real Property LLC, an affiliate of Great Atlantic & Pacific Tea Company Inc., received court approval for a deal that would allow the company to transfer its right, title and interest under a lease to Fox Hill II Inc. Under the deal, Fox Hill made a cash offer of $800,000, plus a credit bid in the amount of $22,258, for all cure amounts currently outstanding under the lease. A&P leases a real property from Fox Hill located at 2875 Richmond Avenue, in Staten Island, where it operates a store under the Pathmark name. The deal was approved by Judge Robert Drain of the U.S. Bankruptcy Court for the Southern District of New York. About Atlantic & Pacific Based in Montvale, New Jersey, The Great Atlantic & Pacific Tea Company, Inc., and its affiliates are one of the nation's oldest leading supermarket and food retailers, operating approximately 300 supermarkets, beer, wine, and liquor stores, combination food and drug stores, and limited assortment food stores across six Northeastern states. The primary retail operations consist of supermarkets operated under a variety of well known trade names, or "banners," including A&P, Waldbaum's, SuperFresh, Pathmark, Food Basics, The Food Emporium, Best Cellars, and A&P Liquors. The Company employs approximately 28,500 employees, over 90% of whom are members of one of twelve local unions whose members are employed by the Debtors under the authority of 35 separate collective bargaining agreements. Then with 429 stores, A&P and its affiliates filed Chapter 11 petitions (Bankr. S.D.N.Y. Case No. 10-24549) on Dec. 12, 2010, and in 2012 emerged from Chapter 11 bankruptcy as a privately held company with 320 supermarkets. On July 19, 2015, with 300 stores, A&P and 20 affiliated debtors each filed a Chapter 11 petition (Bankr. S.D.N.Y.) after reaching deals for the going concern sales of 120 stores. The Debtors are seeking joint administration under Case No. 15-23007. 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: Gets Approval to Transfer Lease to Dave-Marion ------------------------------------------------------------------ A bankruptcy judge approved a deal that would allow an affiliate of Great Atlantic & Pacific Tea Company Inc. to transfer its right, title and interest under a lease to Dave-Marion Corp. Under the deal, Dave-Marion agreed to pay $3.685 million in exchange for the transfer of A&P Real Property LLC's right, title and interest as tenant under the lease. Dave-Marion's offer was selected in October as the winning bid for the lease on an A&P store located at 460 County Line Road, Route 520, in Marlboro, New Jersey. Judge Robert Drain of the U.S. Bankruptcy Court for the Southern District of New York approved the deal. 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: Hilco IP Services Okayed as IP Advisors ----------------------------------------------------------- The Hon. Robert D. Drain of the U.S. Bankruptcy Court for the Southern District of New York authorized The Great Atlantic & Pacific Tea Company, Inc., et al., to employ Hilco IP Services, LLC, doing business as Hilco Streambank as intellectual property advisors. The Court also said that in relation to the compensation, if an objection is received, the Debtors will withhold the payment of the portion of the payment that is objected to and promptly pay the remainder, and all objections that are not resolved will be preserved and presented to the Court for determination. Hilco Streambank is expected to render these consulting and advisory services: a) Audit Services: Hilco Streambank will advise the Debtors in collecting and securing all of the available information concerning the IP Assets. b) Valuation Services: Hilco Streambank will develop a sales and marketing program which will include the development of marketing materials designed to inform potential purchasers of the availability of the IP Assets for sale, assignment, license, or other disposition. The program will be designed to maximize the value of the IP Assets. Hilco Streambank will also develop a sale and auction timeline, respond to requests for due diligence information, and create bid forms and distribute them to potential bidders. c) Sale Services: Hilco Streambank will review offers from bidders to acquire assets and will promptly notify the Debtors and their restructuring counsel of all such offers. Hilco Streambank will advise the Debtors in qualifying bidders and managing one or more auctions for the IP Assets. Hilco Streambank will not have authority to enter into any contract to sell IP Assets on behalf of the Debtors. d) Closing and Transfer Services: Hilco Streambank will advise the Debtors in connection with transferring the IP Assets to the acquirer(s) that offer the highest or otherwise best cash consideration for the IP Assets. The Debtors intend that the services of Hilco Streambank will complement, and not duplicate, the services being rendered by other professionals retained in the cases. Hilco's Fee Structure includes: 1. a flat fee of $100,000 upon the Court's approval of Hilco Streambank's retention for the audit services; 2. a flat fee of $50,000 upon Hilco Streambank's presentation of an IP Asset valuation report to the Debtors. 3. a commission for sale services on the terms: (a) 5% of the amount of aggregate cash proceeds from the sales of IP Assets; plus (b) 10% of the amount by which such aggregate cash proceeds exceed $5,500,000 up to $10,000,000; plus (c) 12.5% of the amount by which such aggregate cash proceeds exceed $10,000,000. The Debtors have agreed to reimburse Hilco Streambank's reasonable and verified out-of-pocket expenses incurred in connection with this engagement up to an aggregate of $50,000. To the best of the Debtor's knowledge, Hilco Streambank is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About The Great Atlantic & Pacific Tea Company, Inc. Based in Montvale, New Jersey, The Great Atlantic & Pacific Tea Company, Inc., and its affiliates are one of the nation's oldest leading supermarket and food retailers, operating approximately 300 supermarkets, beer, wine, and liquor stores, combination food and drug stores, and limited assortment food stores across six Northeastern states. The primary retail operations consist of supermarkets operated under a variety of well known trade names, or "banners," including A&P, Waldbaum's, SuperFresh, Pathmark, Food Basics, The Food Emporium, Best Cellars, and A&P Liquors. The Company employs approximately 28,500 employees, over 90% of whom are members of one of twelve local unions whose members are employed by the Debtors under the authority of 35 separate collective bargaining agreements. Then with 429 stores, A&P and its affiliates filed Chapter 11 petitions (Bankr. S.D.N.Y. Case No. 10-24549) on Dec. 12, 2010, and in 2012 emerged from Chapter 11 bankruptcy as a privately held company with 320 supermarkets. On July, 19, 2015, with 300 stores, A&P and 20 affiliated debtors each filed a Chapter 11 petition (Bankr. S.D.N.Y.) after reaching deals for the going concern sales of 120 stores. The Debtors are seeking joint administration under Case No. 15-23007. The Debtor disclosed total assets of $601,441,108 and total liabilities of $1,984,459,086 as of the Petition Date. The Debtors tapped Weil, Gotshal & Manges LLP as counsel, Evercore Group L.L.C., as investment banker, FTI Consulting, Inc., as financial advisor, Hilco Real Estate, LLC, as real estate advisor, and Prime Clerk LLC, as claims and noticing agent. The U.S. Trustee for Region 2 appointed seven creditors to serve on the official committee of unsecured creditors. Pachulski Stang Ziehl & Jones LLP serves as its counsel, and Zolfo Cooper, LLC, as serves as its financial advisors and bankruptcy consultants. ATP OIL: Louisiana Court Dismisses Securities Class Suit -------------------------------------------------------- Judge Sarah S. Vance of the United States District Court for the Eastern District of Louisiana granted the motion to dismiss the securities class action brought on behalf of all persons who purchased ATP Oil & Gas Corporation's common stock in the public market between December 16, 2010 and ATP's bankruptcy filing on August 17, 2012. Because it is in bankruptcy proceedings, ATP is not named as a defendant in the action. Instead, the court-appointed Lead Plaintiffs Brian M. Neiman, William R. Kruse, and the Moshe Issac Foundation, individually and on behalf of the class, are suing ATP's senior executives, alleging violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as well as SEC Rule 10b-5 promulgated thereunder. Defendants T. Paul Buhlman, Albert L. Reese, Jr., Keith R. Godwin, and Leland E. Tate filed a motion to dismiss plaintiffs' Consolidated Class Action Complaint for failure to state a claim on March 6, 2015. The case is FIREFIGHTERS PENSION & RELIEF FUND OF THE CITY OF NEW ORLEANS, Individually and on Behalf of All Others Similarly Situated v. T. PAUL BULMAHN, ET AL. SECTION: R, CIVIL ACTION NO. 13-3935, NO. C/W 13-6083., 13-6084, 13-6233 (E.D. La.). A full-text copy of the Order dated November 23, 2015 is available at http://is.gd/890ailfrom Leagle.com. Firefighters Pension & Relief Fund of the City of New Orleans, Plaintiff, represented by Andrew Allen Lemmon, Esq. -- Andrew@lemmonlawfirm.com -- Lemmon Law Firm, Donald A Broggi, Scott & Scott LLP, Irma L. Netting, Esq. -- irma@lemmonlawfirm.com -- Lemmon Law Firm & Joseph P. Guglielmo, Esq -- Scott & Scott LLP. Brian M Neiman, Consol Plaintiff, represented by William B. Federman, Esq. -- wbf@federmanlaw.com -- Federman & Sherwood & Stephen H. Kupperman, Esq. -- skupperman@barrassousdin.com -- Barrasso,Usdin, Kupperman, Freeman & Sarver, LLC. T Paul Bulmahn, Defendant, represented by Roy Clifton Cheatwood, Baker Donelson Bearman Caldwell & Berkowitz, Hamilton P Lindley, Esq. -- Dean & Lyons, LLP, James P. Sullivan, Esq. -- tjsullivan@kslaw.com -- King & Spalding, LLP, Matthew A. Woolf, Baker Donelson Bearman Caldwell & Berkowitz, Michael J. Biles, Esq. -- mbiles@kslaw.com -- King & Spalding, LLP, Paul R. Bessette, Esq. -- pbessette@kslaw.com -- King & Spalding, LLP, Royale Price, Esq. -- rprice@kslaw.com -- King & Spalding, LLP, Tyler W Highful, Esq. -- thighful@kslaw.com -- King & Spalding, LLP & Yusuf Bajwa, Esq. -- King & Spalding, LLP. Albert L Reese, Jr., Defendant, represented by Roy Clifton Cheatwood, Esq. -- rcheatwood@bakerdonelson.com -- Baker Donelson Bearman Caldwell & Berkowitz, Hamilton P Lindley, Dean & Lyons, LLP, James P. Sullivan, King & Spalding, LLP, Matthew A. Woolf, Esq. -- mwoolf@bakerdonelson.com -- Baker Donelson Bearman Caldwell & Berkowitz, Michael J. Biles, King & Spalding, LLP, Paul R. Bessette, King & Spalding, LLP, Royale Price, King & Spalding, LLP, Tyler W Highful, King & Spalding, LLP & Yusuf Bajwa, King & Spalding, LLP. Keith R Godwin, Defendant, represented by Roy Clifton Cheatwood, Baker Donelson Bearman Caldwell & Berkowitz, Hamilton P Lindley, Dean & Lyons, LLP, James P. Sullivan, King & Spalding, LLP, Matthew A. Woolf, Baker Donelson Bearman Caldwell & Berkowitz, Michael J. Biles, King & Spalding, LLP, Paul R. Bessette, King & Spalding, LLP, Royale Price, King & Spalding, LLP, Tyler W Highful, King & Spalding, LLP & Yusuf Bajwa, King & Spalding, LLP. About ATP Oil Houston, Texas-based ATP Oil & Gas Corporation is an international offshore oil and gas development and production company focused in the Gulf of Mexico, Mediterranean Sea and North Sea. ATP Oil & Gas filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 12-36187) on Aug. 17, 2012. Attorneys at Mayer Brown LLP, serve as bankruptcy counsel. Munsch Hardt Kopf & Harr, P.C., is the conflicts counsel. Motley Rice LLC and Fayard & Honeycutt, APC serve as special counsel. Opportune LLP is the financial advisor and Jefferies & Company is the investment banker. Kurtzman Carson Consultants LLC is the claims and notice agent. ATP disclosed assets of $3.6 billion and $3.5 billion of liabilities as of March 31, 2012. Debt includes $365 million on a first-lien loan where Credit Suisse AG serves as agent. There is $1.5 billion on second-lien notes with Bank of New York MellonTrust Co. as agent. ATP's other debt includes $35 million on convertible notes and $23.4 million owing to third parties for their shares of production revenue. Trade suppliers have claims for $147 million, ATP said in a court filing. An official committee of unsecured creditors has been appointed in the case. Evan R. Fleck, Esq., at Milbank, Tweed, Hadley & McCloy, in New York, represents the Creditors Committee as counsel. A seven-member panel of equity security holders has also been appointed in the case. Kyung S. Lee, Esq., and Charles M. Rubio, Esq. of Diamond McCarthy LLP, in Houston, Texas, serve as counsel to the Equity Committee. Judge Marvin Isgur of the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, issued an order on June 26, 2014, converting ATP Oil & Gas Corporation's Chapter 11 case to one under Chapter 7 of the Bankruptcy Code. AXION INTERNATIONAL: Hires Epiq as Claims and Noticing Agent ------------------------------------------------------------ Axion International, Inc., et al., seek permission from the Bankruptcy Court to appoint Epiq Bankruptcy Solutions, LLC as their claims and noticing agent to assume full responsibility for the distribution of notices and the maintenance, processing and docketing of proofs of claim filed in their cases. Although the Debtors have not yet filed their schedule of assets and liabilities, they anticipate that there will be in excess of 200 entities to be noticed. In view of the number of anticipated claimants and the complexity of their business, the Debtors assert that the appointment of a claims, noticing, and balloting agent is both necessary and in the best interests of their estates and their creditors. Epiq's claims and noticing rates are: Title Rate/Hour ------------------------------- ------------- Clerical/Administrative Support $30-$45 Case Manager $60-$80 IT/Programming $70-$120 Sr. Case Manager/Dir. of Case Management $85-$155 Consultant/Senior Consultant $145-$190 Director/Vice President Consulting $190 Executive Vice President-Solicitation $200 Executive Vice President-Consulting Waived The Debtors request that the undisputed fees and expenses incurred by Epiq in the performance of the services be treated as administrative expenses of their estates and be paid in the ordinary course of business without further application to or order of the Court. Prior to the Petition Date, the Debtors provided Epiq a retainer in the amount of $20,000. Epiq seeks to first apply the retainer to all pre-petition invoices, and to retain any unapplied portion of as a retainer throughout the pendency of the cases. Epiq represents that it is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code with respect to the matter upon which it is to be engaged. About Axion Axion International, Inc., Axion International Holdings, Inc. and Axion Recycled Plastics Incorporated filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Proposed Lead Case No. 15-12415) on Dec. 2, 2015. The petition was signed by Donald W. Fallon as chief financial officer and treasurer. The Debtors estimated both assets and liabilities in the range of $10 million to $50 million. Bayard, P.A. represents and Debtors as counsel. Epiq Bankruptcy Solutions, LLC serves as the Debtors' claims and noticing agent. Judge Christopher S. Sontchi has been assigned the case. The Debtors manufacture, market and sell structural products and building materials, with an emphasis on railroad ties and construction mats. As of the Petition Date, the Debtors employ approximately 70 employees. AXION INTERNATIONAL: Obtained $500K Loan From Plastic Ties ---------------------------------------------------------- Axion International Holdings, Inc., and its subsidiaries, on Nov. 24, 2015, entered into a Promissory Note, Loan and Security Agreement with Plastic Ties Financing, LLC, for a $500,000 loan. This loan was made in anticipation of the Company filing a petition for reorganization under Chapter 11 of the U.S. Bankruptcy Code. Also prior to the Petition Date, Allen R. Kronstadt entered into an agreement with the Company to forgive certain debt obligations due from the Company to Mr. Kronstadt. About Axion Axion International, Inc., Axion International Holdings, Inc. and Axion Recycled Plastics Incorporated filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Proposed Lead Case No. 15-12415) on Dec. 2, 2015. The petition was signed by Donald W. Fallon as chief financial officer and treasurer. The Debtors estimated both assets and liabilities in the range of $10 million to $50 million. Bayard, P.A. represents and Debtors as counsel. Epiq Bankruptcy Solutions, LLC serves as the Debtors' claims and noticing agent. Judge Christopher S. Sontchi has been assigned the case. BB ISLAND: Court Denies Bid to Reinstate Automatic Stay ------------------------------------------------------- In a Memorandum dated November 24, 2015, available at http://is.gd/WKRHKkfrom Leagle.com, Judge Joan N. Feeney of the United States Bankruptcy Court for the District of Massachusetts denied Debtor BB Islad Capital, LLC's Motion to Alter and Amend the court's order dated November 5, 2015, granting the Motion of East Boston Savings Bank for Relief from the Automatic Stay. Through its Motion to Alter and Amend, the Debtor essentially requests the Court to vacate its order and reinstate the automatic stay. EBSB filed an Opposition to the Debtor's Motion. The Debtor also filed a Motion to Add an Exhibit to the Motion to Alter and Amend. The case is In re BB ISLAND CAPITAL, LLC, Chapter 11, Debtor, CASE NO. 15-13105-JNF (Bankr. D. Mass.). BB Island Capital, LLC, Debtor, is represented by: Gary W. Cruickshank, Esq. LAW OFFICE OF GARY W. CRUICKSHANK 21 Custom House St., Ste. 920 Boston, Massachusetts Phone: (617) 330-1960 John Fitzgerald, Assistant U.S. Trustee, represented by Paula R.C. Bachtell, U.S. Department of Justice Office of the United States Trustee. BGI CONTRACTORS: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: BGI Contractors, Inc. dba United Marine Shipyard P. O. Box 22077 Beaumont, TX 77720 Case No.: 15-10596 Chapter 11 Petition Date: December 4, 2015 Court: United States Bankruptcy Court Eastern District of Texas (Beaumont) Judge: Hon. Bill Parker Debtor's Counsel: Frank J. Maida, Esq. MAIDA LAW FIRM, P.C. 4320 Calder Avenue Beaumont, TX 77706-4631 Tel: (409) 898-8200 Fax: (409)898-8400 Email: maidalawfirm@gt.rr.com Total Assets: $1.46 million Total Liabilities: $3 million The petition was signed by A.B. Bernard, president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/txeb15-10596.pdf BLUE MATRIX LABS: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor affiliates filing separate Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- Blue Matrix Labs, LLC 15-52977 P.O. Box 342677 Austin, TX 78734 Hydro Toys, LLC 15-52978 Paradise Beverage Logistics LLC 15-52979 Paradise Beverage, LLC 15-52980 Shags, LLC 15-52981 Chapter 11 Petition Date: December 4, 2015 Court: United States Bankruptcy Court Western District of Texas (San Antonio) Judge: Hon. Ronald B. King Debtors' Counsel: Christopher G. Bradley, Esq. TAUBE SUMMERS HARRISON TAYLOR MEINZER BROWN LLP 100 Congress Ave., Suite 1800 Austin, TX 78701 Tel: 512-472-5997 Fax: 512-472-5248 Email: cbradley@taubesummers.com - and - Eric J. Taube, Esq. TAUBE SUMMERS HARRISON TAYLOR MEINZER BROWN LLP 100 Congress Ave, Suite 1800 Austin, TX 78701 Tel: (512) 472-5997 Fax: (512) 472-5248 Email: etaube@taubesummers.com - and - Morris D. Weiss, Esq. TAUBE SUMMERS HARRISON TAYLOR MEINZER BROWN LLP 100 Congress Ave Suite 1800 Austin, TX 78701-4042 Tel: 512-472-5997 Fax: 512-472-5248 Email: mweiss@taubesummers.com Debtors' GLOBAL TOY ENTERPRISES, LLC Broker/ Advisor: Debtors' CONLEY ROSE, P.C Special Intellectual Property Counsel: Debtors' BRIDGEPOINT CONSULTING Financial Advisors: Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by William Patterson, chief restructuring officer. A list of Blue Matrix Labs' 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/txwb15-52977.pdf BROWN MEDIA: Court Dismisses Complaint Against K&L Gates, et al. ---------------------------------------------------------------- Brown Media Corporation and Roy E. Brown commenced an action against K&L Gates, LLP, Edward M. Fox, and Eric T. Moser. On December 1, 2014, the Defendants filed a motion to withdraw the automatic reference and have the case proceed before the United States Bankruptcy Court for the Eastern District of New York. On or about January 14, 2015, while that motion was pending, the Defendants filed a second motion to dismiss the complaint. On January 28, 2015, the District Court withdrew the reference from the Bankruptcy Court. Judge Arthur D. Spatt of the United States District Court for the Eastern District of New York granted the Plaintiffs' motion to dismiss the Complaint in its entirety. The case is BROWN MEDIA CORPORATION and ROY E. BROWN, Plaintiffs, v. K&L GATES, LLP, EDWARD M. FOX and ERIC T. MOSER, Defendants, NO. 15-CV-00676(ADS)(ARL)(E.D.N.Y.). A full-text copy of the Memorandum Decision and Order dated November 21, 2015 is available at http://is.gd/3nHIn0from Leagle.com. Plaintiffs are represented by: LAW OFFICE OF DAVID L. ABRAMS, PLLC 31 Penn Plaza, 132 West 31st Street, 15th Floor New York, NY 10001 Phone: 646-821-4575 Fax: 646-536-8905 E-mail: Dan@LawyerQuality.com Defendants are represented by: Anthony C. Acampora, Esq. SILVERMAN ACAMPORA LLP 100 Jericho Quadrangle Suite 300 Jericho, New York 11753 Phone: 516-479-6300 Fax: 516-479-6301 Email: AAcampora@SilvermanAcampora.com About Brown Media Brown Media owns business publications in Ohio, Utah, Texas, South Carolina, New York, and Iowa. Brown publishes 15 daily, 32 weekly, 11 business and 41 free publications. There are also 51 websites. Seventy-eight of the publications are in Ohio. Brown publishes Dan's Papers, the weekly newspaper with the largest circulation in the area of eastern Long Island, New York, known as the Hamptons. Brown also publishes the Montauk Pioneer, which it calls the official newspaper of Montauk, New York. Affiliates that filed Chapter 11 petitions also include Troy Daily News Inc., Boulder Business Information LLC, Utah Business Publishers LLC, Texas Business News LLC, Texas Community Newspapers Inc., Dan's Papers, Inc., and Upstate Business News LLC. Closely held Brown Media, based in Cincinnati, listed assets of $94 million against debt totaling $104.6 million. First-lien lenders are owed $70.2 million on a revolving credit and term loan. Court papers say the book value of the lenders' collateral is $94.9 million. Second-lien lenders are owed $24.3 million. BUTTS GOLF: Case Summary & 10 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Butts Golf, LLC dba Drake Creek Golf Course 1 Torrey Pines Drive Ledbetter, KY 42058 Case No.: 15-50681 Chapter 11 Petition Date: December 4, 2015 Court: United States Bankruptcy Court Western District of Kentucky (Paducah) Judge: Hon. Thomas H. Fulton Debtor's Counsel: Todd A. Farmer, Esq. FARMER & WRIGHT, PLLC 4975 Alben Barkley Drive, Suite 1 PO Box 7766 Paducah, KY 42002-7766 Tel: 270-443-4431 Fax: 270-443-4631 Email: todd@farmerwright.com Total Assets: $514,081 Total Liabilities: $1.58 million The petition was signed by Todd Butts, president. A list of the Debtor's 10 largest unsecured creditors is available for free at http://bankrupt.com/misc/kywb15-50681.pdf CHARTER NEX: Moody's Puts B2 CFR on Review for Possible Downgrade ----------------------------------------------------------------- Moody's Investors Service placed Charter NEX US Holdings, Inc. rating, including its B2 corporate family rating, B2-PD probability of default rating, B1 rating for the first-lien revolver and first-lien term loan, and Caa1 rating for the second-lien term loan, on review for possible downgrade. The action follows the announcement of the acquisition of Optimum Plastics. Optimum is a manufacturer of custom cast embossed and blown film structures used in the food, consumer products and industrial sectors. RATINGS RATIONALE In determining whether the rating will be downgraded, confirmed or the outlook is changed, Moody's will consider the strategic benefits to Charter NEX of Optimum's capabilities as well as the integration risk associated with this transaction. Moody's will also consider the additional debt that will be used to finance the transaction and the incremental leverage that will ensue, along with the potential for future de-leveraging as the company executes its integration plans. Charter NEX US Holdings, Inc. (Charter NEX), headquartered in Milton, Wisconsin, is a producer of specialty polyethylene film for food and consumer packaging and for industrial and medical/pharmaceutical applications. The company operates four manufacturing facilities in the U.S. and generated approximately $284.1 million revenue in the twelve months ended September 30, 2015. Charter NEX is a portfolio company of Pamplona Capital Management, LLP. These ratings were placed on review for downgrade: Corporate Family Rating, B2, Placed on Review for Downgrade Probability of Default Rating, B2-PD, Placed on Review for Downgrade First-lien senior secured five-year revolver rating, B1, LGD3, Placed on Review for Downgrade First-lien senior secured seven-year term loan rating, B1, LGD3, Placed on Review for Downgrade Second-lien senior secured eight-year term loan rating, Caa1, LGD5, Placed on Review for Downgrade Outlook Actions: Outlook, Changed To Rating Under Review From Stable The principal methodology used in these ratings was Packaging Manufacturers: Metal, Glass, and Plastic Containers published in September 2015. CHESAPEAKE ENERGY: Fitch Affirms 'BB-' LT Issuer Default Rating --------------------------------------------------------------- Fitch Ratings has affirmed Chesapeake Energy Corporation's (Chesapeake; NYSE: CHK) Long-term Issuer Default Rating (IDR) at 'BB-'. The Rating Outlook has been revised to Negative. Fitch expects to rate the company's planned second lien notes issuance 'BB'/RR2. Chesapeake announced the commencement of private offers of up to $1.5 billion in new 8% senior secured second lien notes due 2022 in exchange for certain outstanding senior unsecured notes. The early and late exchange offers expire on Dec. 15 and Dec. 30, 2015, respectively. Fitch believes that the exchange offer will help to reduce balance sheet debt and alleviate medium-term liquidity concerns by addressing the company's current maturities profile. Fitch also recognizes that, subject to the senior unsecured notes exchanged, the exchange could increase or decrease cash interest payments. The Negative Outlook reflects heightened asset sale execution risk, as well as the potential for further deterioration of the free cash flow (FCF) profile. Fitch believes that the announced private exchange offer signals management's unwillingness or inability to sell assets in the current stressed hydrocarbon pricing environment to help address forecasted FCF shortfalls and debt maturities. While the company currently maintains adequate liquidity, without support from asset sales over the medium-term, financial flexibility could be reduced to levels inconsistent with a 'BB-' rating. Additionally, as a result of the exchange offer, Fitch has placed Chesapeake's senior unsecured notes on Rating Watch Negative. This reflects management's intent to further subordinate the senior unsecured notes through the announced exchange offering, which reduces unsecured recovery prospects. The Rating Watch Negative also recognizes that the company may pursue more secured for unsecured exchange offerings over the next several months. Fitch intends on resolving the Rating Watch Negative upon completion of the announced exchange and as the potential for and effects of further exchanges becomes clearer. Fitch does not view the announced exchange as a distressed debt exchange. The exchange acceptance priority and sliding conversion scale are not anticipated to result in a material reduction in terms. Further, Fitch believes that the exchange is largely opportunistic and not necessary to avoid a near-term bankruptcy or payment default. Approximately $11.3 billion and $3.1 billion in balance sheet debt and convertible preferred stock, respectively, are affected by today's rating action. A full list of rating actions follows at the end of this release. KEY RATING DRIVERS Chesapeake's ratings reflect its considerable size with an increasingly liquids-focused production profile and proved reserves (1p) base, solid reserve replacement history, adequate near-term liquidity position, and strong operational execution with ongoing improvements leading to competitive production and cost profiles. These considerations are offset by the company's levered capital structure, continued exposure to legacy drilling, purchase, and overriding royalty interest obligations, natural gas weighted profile that results in lower netbacks per barrel of oil equivalent (boe) relative to liquid peers, and weaker realized natural gas prices after differentials are incorporated. Fitch recognizes, however, that Chesapeake has made significant progress towards its financial and operational deleveraging efforts since 2013. The company reported year-end 2014 net proved reserves of nearly 2.5 billion boe and production of 707 thousand boe per day (mboepd; 29% liquids). This resulted in a year-end reserve life of just under 10 years. Third quarter 2015 production was 667 mboepd (28% liquids) with declining quarterly trends mainly related to reduced rig activity. The Fitch-calculated one-year organic reserve replacement rate was about 154% for year-end 2014 with an associated finding and development (F&D) cost of approximately $10.15 per boe. Fitch-calculated third quarter hedged and unhedged cash netbacks were $7.11/boe and $2.29/boe, respectively. Unhedged cash netbacks have dropped 87% since year end 2014 mainly due to weakness in market prices and unfavourable differentials. The increase in latest-12-month (LTM) balance sheet debt/EBITDA to approximately 3.9x, as of Sept. 30, 2015, compared to 2.6x at year end 2014 demonstrates the impact of lower hedged price realizations. Chesapeake's debt/1p reserves and debt/flowing barrel have remained relatively steady at approximately $5.37/boe, and $19,900, respectively. Fitch's base case, excluding the potential reduction in gross debt post-exchange, forecasts debt/EBITDA of approximately 5.4x and 9.7x in 2015 and 2016, respectively. KEY ASSUMPTIONS Fitch's key assumptions within the rating case for Chesapeake include: -- WTI oil price that trends up from $50/barrel in 2015 to a long-term price of $70/barrel; -- Henry Hub gas that trends up from $2.75/mcf in 2015 to a long- term price of $3.75/mcf; -- Production of 671 mboepd in 2015, generally consistent with guidance, followed by price- and cash flow-linked production growth; -- Liquids mix declines to 28% in 2015 due to lower drilling activity, particularly in the liquids-rich Eagle Ford basin, with activity focused in operationally committed and shorter- cycle gas-oriented plays near-term; -- Differentials are projected to exhibit improving trends over the medium term due to some Marcellus basis tightening and gathering cost relief; -- Capital spending is forecast to be $3.25 billion in 2015, consistent with guidance, followed by a more balanced capex profile thereafter; -- Non-core asset sales of $250 million assumed to be completed in 2016; -- No increase in long-term balance sheet debt assumed. RATING SENSITIVITIES Positive: Future developments that may, individually or collectively, lead to a positive rating action include: -- Maintenance of size, scale, and diversification of Chesapeake's operations with some combination of the following metrics; -- Mid-cycle balance sheet debt/EBITDA under 3.5x on a sustained basis; -- Balance sheet debt/flowing barrel under $25,000 - $30,000 and/or debt/1p below $7.00 - $7.50/boe on a sustained basis; -- Continued progress in materially reducing adjusted debt balances and simplifying the capital structure; -- Improvements in realized oil & gas differentials. Negative: Future developments that may, individually or collectively, lead to a negative rating action include: -- Mid-cycle balance sheet debt/EBITDA above 4.5x - 5.0x on a sustained basis; -- Balance sheet debt/flowing barrel of $35,000 - $40,000 and/or debt/1p above $8.00-$8.50/boe on a sustained basis; -- An unwillingness or inability to execute asset sales, if necessary, to help address forecasted FCF shortfalls and debt maturities; -- A persistently weak oil & gas pricing environment that impairs the longer-term value of Chesapeake's reserve base; -- Acquisitions and/or shareholder-friendly actions inconsistent with the expected cash flow and leverage profile. ADEQUATE NEAR-TERM LIQUIDITY POSITION Proforma cash & equivalents, as of Sept. 30, 2015, were nearly $1.4 billion, considering the Nov. 2015 repayment of $394 million in contingent convertible senior notes. Additional liquidity is provided by the company's recently amended $4 billion senior secured credit facility due December 2019. There were no outstanding borrowings under the facility, as of Sept. 30, 2015, with $12 million of the facility capacity used for various letters of credit. Fitch's base case forecasts the company will end 2015 with approximately $1.1 billion in cash & equivalents assuming the $200 - $300 million in planned non-core asset sales are completed in 2016. ESCALATING MATURITIES PROFILE The company has an escalating maturities profile with $500 million, $2.2 billion, $1.0 billion, and $1.5 billion due in 2016 - 2019. These amounts include the $1.2 billion and $347 million in contingent convertible senior notes with holders' demand repurchase dates in May 2017 and December 2018, respectively. If oil & gas prices remain depressed in the medium-term, Fitch believes it is likely that the contingent convertible senior notes holders will exercise their demand rights for a cash repurchase given the five-year demand repurchase date schedule and considerable spread between the current stock price and conversion threshold. Fitch recognizes that the announced exchange offering will help to address the company's escalating maturities profile. The exchange grants priority and better exchange consideration terms to the near-term maturities. MODIFIED FINANCIAL COVENANT PACKAGE Financial covenants, as defined in the recently amended credit facility agreement, consist of a maximum net debt-to-book capitalization ratio of 65% (38% as of Sept. 30, 2015), senior secured leverage ratio of 3.5x through 2017 and 3.0x thereafter (no secured debt is currently outstanding), and an interest coverage ratio of 1.1x through Q1 2017 followed by periodic increases to 1.25x by the end of 2017 (4.7x). Other customary covenants across debt instruments restrict the ability to incur additional liens, make restricted payments, and merge, consolidate, or sell assets, as well as change in control provisions. The company also has the ability to incur up to $2 billion of junior lien debt. Any junior lien issuances could reduce revolver availability after April 15, 2016 (the first borrowing base redetermination date). FULL LIST OF RATING ACTIONS Fitch has affirmed the following ratings: Chesapeake Energy Corporation -- Long-term IDR at 'BB-'; -- Senior secured bank facility at 'BB+'/RR1; -- Senior unsecured notes at 'BB-'/RR4; -- Convertible preferred stock at 'B'/RR6. The Rating Outlook was revised to Negative from Stable. Additionally, the senior unsecured notes were placed on Rating Watch Negative. Fitch also expects to rate the senior secured second lien notes as follows: -- Senior secured second lien notes 'BB'/RR2. CHESAPEAKE ENERGY: Moody's Cuts CFR to B2 & Rates $1.5BB Notes B1 ----------------------------------------------------------------- Moody's Investors Service downgraded Chesapeake Energy Corporation's Corporate Family Rating to B2 from Ba2, the Probability of Default Rating (PDR) to B2-PD from Ba2-PD, and the company's senior unsecured notes ratings to B3 from Ba3. Moody's also assigned a B1 rating to Chesapeake's proposed $1.5 billion second lien secured notes. Affirmed the Speculative Grade Liquidity (SGL) Rating at SGL-3. The rating outlook remains negative. The senior secured second lien notes due 2022 are being offered in exchange for outstanding senior unsecured notes. Moody's ratings are subject to review of all final documentation related to this transaction and the total amount of second lien secured notes issued and senior unsecured notes retired. "The ratings downgrade reflects Chesapeake's persistently weak cash flow and the corresponding rising default risk. Industry conditions are increasingly challenging for Chesapeake to complete asset sales of the scale necessary to reduce debt to sustainable levels," commented Pete Speer, Moody's Senior Vice President. Downgrades: Issuer: Chesapeake Energy Corporation Probability of Default Rating, Downgraded to B2-PD from Ba2-PD Corporate Family Rating, Downgraded to B2 from Ba2 Senior Unsecured Conv./Exch. Bond/Debentures, Downgraded to B3 (LGD 5) from Ba3 (LGD 4) Senior Unsecured Regular Bond/Debentures, Downgraded to B3 (LGD 5) from Ba3 (LGD 4) Senior Unsecured Shelf, Downgraded to (P)B3 from (P)Ba3 Assignments: Senior Secured Regular Bond/Debenture, Assigned B1 (LGD 3) Affirmations: Speculative Grade Liquidity Rating, Affirmed SGL-3 Outlook Actions: Outlook, Remains Negative RATINGS RATIONALE The downgrade to a B2 CFR incorporates Chesapeake's very weak cash flow generation capacity relative to its debt levels and the rising downside risk to oil and gas prices for 2016. This weakening and uncertain outlook for prices increases the amount of debt reduction necessary to right size the capital structure while making large asset sales more difficult as buyers remain reticent. The B2 CFR is supported by Chesapeake's adequate liquidity and very large proved reserve and production scale and its sizable high quality undeveloped acreage positions in multiple oil and natural gas basins across the US, which provide a substantial inventory of potential assets to sell in a more supportive commodity price environment. Chesapeake launched a debt exchange offer on Dec. 2, 2015, offering $1.5 billion senior secured second lien notes in exchange for outstanding senior unsecured notes. The purpose of the exchange offer is to reduce Chesapeake's total outstanding indebtedness and to extend the maturity date of some of the company's near-term maturities. The exchange grants priority acceptance to near-term maturities, potentially reducing Chesapeake's sizable 2017 notes maturities and thereby enhancing its liquidity and debt maturity profile. The transaction would also reduce total debt outstanding and could lower cash interest expense. After the exchange is completed, Moody's will evaluate the results to determine whether it is a distressed exchange and a default under our definitions. Regardless of that determination, Moody's views this transaction as indicative of the rising risk that further debt restructurings may become necessary without a substantial improvement in industry conditions. Chesapeake's proposed second lien secured notes are rated B1, one notch above the B2 CFR, reflecting their priority claim to company's assets over the senior unsecured notes that remain outstanding after the exchange. Moody's views the B1 rating as more appropriate than the higher rating that would be arrived at under Moody's Loss Given Default Methodology, given that the exchange offer could be increased or further second lien debt could be issued in the future. The second lien notes claim is subordinate to Chesapeake's $4 billion senior secured revolving credit facility, which is secured by much, but not all, of the company's proved oil and gas reserves. Chesapeake's senior notes are unsecured with guarantees on a senior unsecured basis from the company's material subsidiaries. The senior notes are rated B3, or one notch below the CFR reflecting their effective subordination to the secured revolving credit facility and second lien notes. If the second lien notes exchange offer is substantially increased over the current $2 billion secured debt basket with a further decrease in senior notes, that could result in a downgrade of both the second lien and senior notes ratings, depending on the final mix of debt in the capital structure. The SGL-3 rating reflects Moody's expectation that Chesapeake's liquidity will remain adequate through 2016 because of its cash balance and borrowing availability on its credit facility. At Sept. 30, 2015, the company had a cash balance of $1.4 billion (pro forma for the convertible notes redemption in November 2015) and full availability on its $4 billion revolving credit facility. The cash and revolver availability should be sufficient to cover the company's anticipated negative free cash flow and debt maturities in 2016. The revolver's amended financial covenants provide some headroom for continued compliance, although the interest coverage covenant could become tight with weaker commodity prices. While the revolver will be subject to future borrowing base redeterminations, the company has some unpledged reserves that could be added to support the existing borrowing base. Chesapeake expects to complete $200 to $300 million of asset sales in this quarter, demonstrating that the company can still complete some asset sales to raise cash. The rating outlook is negative, reflecting the company's likely declining production and reserve volumes in 2016, downside risk to commodity prices and the aforementioned challenges of completing asset sales to sufficiently reduce its debt balances in this negative industry environment. If Chesapeake is not able to greatly improve its financial leverage metrics through debt repayment and improved cash flow generation then its ratings could be downgraded further. Retained cash flow to debt sustained below 5% or EBITDA/Interest below 1.5x could result in a ratings downgrade. In order for Chesapeake's ratings to be upgraded the company will have to achieve substantial debt repayment and improve its leverage metrics and liquidity so that it can better weather commodity price volatility. RCF/debt sustainable above 10% with a leveraged full-cycle ratio above 1x could support a ratings upgrade. The principal methodology used in these ratings was Global Independent Exploration and Production Industry published in December 2011. Chesapeake Energy Corporation is headquartered in Oklahoma City, Oklahoma and is one of the largest independent exploration and production companies in North America. CHESAPEAKE ENERGY: S&P Hikes Rating on $4-Bil. Debt to 'BB+' ------------------------------------------------------------ Standard & Poor's Ratings Services said it affirmed its 'BB-' corporate credit rating on Oklahoma City-based oil and gas exploration and production company Chesapeake Energy Corp. The outlook is negative. At the same time, S&P placed the company's unsecured debt ratings on CreditWatch with negative implications to reflect the addition of incremental secured debt and the likelihood of a downgrade following the close of the announced exchange offer. Finally, S&P raised the rating on Chesapeake's $4 billion credit facility to 'BB+' from 'BB-' to reflect its conversion to a secured facility from an unsecured facility. The recovery rating of '1' reflects S&P's expectation for "very high" recovery (90% to 100%) if a payment default occurs. The ratings affirmation reflects S&P's assessment that the recently announced $1.5 billion exchange offer represents an opportunistic, proactive refinancing of debt, and not a distressed exchange. "Under our base case assumptions, we expect Chesapeake to have adequate liquidity to manage its near-to-medium term maturities, which is reflected in our "adequate" liquidity assessment. We also do not expect a conventional default on the debt over the near–to-medium term without the refinancing," said Standard & Poor's credit analyst Paul Harvey. The negative CreditWatch listing on the senior unsecured debt reflects S&P's expectation that the recovery expectations for those obligations will fall at least one category following the exchange due to the addition of second-lien priority debt to the capital structure. S&P has assumed that Chesapeake will use the full $2 billion of junior-lien debt allowed under the credit facility to assist with upcoming debt maturities through 2017. Finally, although the exchange offer could provide modest deleveraging compared with S&P's earlier forecast, it does not materially alter its expectations for financial measures. S&P expects measures to remain in the "highly leveraged" category, and that they will be highly sensitive to natural gas and crude oil prices, which is reflected in the negative outlook. If S&P was to lower its base case price assumptions, it could lower ratings, if the company did not take additional steps to reduce debt or rein in capital spending. The negative outlook on Chesapeake Energy reflects the potential for a negative rating action over the next 12 months given S&P's expectation for continued challenging industry conditions and potential for weaker credit measures and liquidity beyond current expectations. CHRIST'S HOUSEHOLD: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Christ's Household of Faith, Inc. dba North Star Services Auto 23 Empire Drive Saint Paul, MN 55103 Case No.: 15-34301 Chapter 11 Petition Date: December 4, 2015 Court: United States Bankruptcy Court District of Minnesota (St Paul) Judge: Hon. Gregory F Kishel Debtor's Counsel: Ryan Murphy, Esq. FREDRIKSON & BYRON PA 200 South Sixth Street, Suite 4000 Minneapolis, MN 55402-1425 Tel: 612-492-7310 Email: rmurphy@fredlaw.com Estimated Assets: $10 million to $50 million Estimated Debts: $10 million to $50 million The petition was signed by Mark R. Alleman, chief financial officer/treasurer. List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Xcel Energy Utility $11,143 St Paul Regional Water Service Utility $7,943 Capital One Credit Card $5,284 purchases Retail Services Credit Card $4,128 purchases Hometown Tire & Service Trade Debt $3,629 BMO Harris Bank, N.A. Credit Card $2,818 purchases Donald Peterson DDS Services $1,727 Dr. James Dodds Services $1,500 Capitol Pharmacy, Inc. Trade Debt $1,302 Inver Grove Hyundai Trade Debt $1,234 Inver Grove Ford Trade Debt $1,205 Home Depot Credit Services Credit Card $1,161 purchases LKQ Viking Auto Salvage Trade Debt $769 Walter's Rubbish Inc. Trash Removal $635 Genuine Parts Co. Trade Debt $318 Gopher Plumbing Specialty Trade Debt $184 Walters Reccycling & Refuse Refuse Removal $122 Frattallone's Hardware Store Trade Debt $104 G & K Services Services $93 iATN Services $90 CIT GROUP: S&P Raises ICR to 'BB+' After OneWest Bank Acquisition ----------------------------------------------------------------- Standard & Poor's Ratings Services said it raised its long-term issuer credit rating on CIT Group Inc. to 'BB+' from 'BB-'. The outlook is stable. At the same time, S&P affirmed its 'B' short-term issuer credit rating on CIT. S&P also raised its senior unsecured rating to 'BB+' from 'BB-'. "The upgrade reflects that CIT has improved its funding profile with the acquisition of OneWest Bank while maintaining strong capital and liquidity, in our view," said Standard & Poor's credit analyst Matthew Carroll. Deposits now account for 63% of total deposits and borrowing, with unsecured debt, structured financings, and Federal Home Loan Bank advances, accounting for 21%, 10%, and 6%, respectively. In addition, S&P expects the additional deposit funding to lower CIT's cost of funds and improve profitability. As a result, S&P no longer deducts a notch in its rating based on comparable ratings analysis to its peers and have raised CIT's group credit profile (GCP) to 'bbb-' from 'bb+'. The GCP reflects S&P's assessment of the consolidated creditworthiness of the group as if it were a single entity. S&P's rating on CIT is one notch below its GCP to reflect the structural subordination of the holding company. Previously, S&P's rating on CIT was two notches below its GCP, consistent with S&P's methodology when the GCP is below 'bbb-'. Capital adequacy remains strong, with a Standard & Poor's risk-adjusted capital (RAC) ratio of 10.6%, a common equity Tier 1 ratio of 12.7%, and total capital ratio of 13.3% as of Sept. 30, 2015. The Standard & Poor's RAC ratio excludes $1.837 billion of net operating loss carry forwards after valuation allowances of $1 billion, as disclosed in CIT's 2014 annual report. S&P's liquidity coverage metric, which compares broad liquid assets and available committed secured funding to short-term wholesale funding, is a strong 2.9x, reflecting $7.4 billion of cash due from banks and interest bearing deposits (excluding restricted balances), $3.6 billion of investment securities, and $1.4 billion of accessible committed unsecured lines. Middle-market lending is both fragmented and highly competitive, creating a commodity-like business where price competition is important. While deposits now account for 63% of funding, CIT still faces a cost of funds disadvantage relative to most banks that rely less on wholesale funding. In addition, the majority of CIT's customers are small and midsize companies, which may experience greater credit volatility than larger companies through the credit cycle. S&P continues to see CIT's business and risk positions as "moderate," as S&P's criteria define the term. S&P's risk position assessment also reflects exposure to cash flow loans, construction loans, and potential cyclicality in aircraft and rail car leasing businesses. S&P believes that CIT has a strong competitive position in its commercial air business, but CIT announced that it is exploring strategic alternatives, such as a sale or spin-off, of that business. The ratings also reflect a two-notch uplift to S&P's finance company anchor of 'bb+', reflecting CIT's access to central bank funding through its bank subsidiary, CIT Bank N.A., and strong regulatory oversight as a bank holding company. The stable outlook reflects S&P's expectation that CIT will maintain strong capital adequacy, with a RAC ratio of about 10% or higher; adequate funding and liquidity; and demonstrate good risk-adjusted credit performance. An upgrade is unlikely in the next year. However, S&P could raise the ratings in the future if CIT's funding profile becomes more consistent with other banks--for example by reducing its reliance on wholesale funding in favor of deposits. Also, S&P could raise the ratings if CIT demonstrates further business stability following the integration of OneWest Bank and the disposition of its commercial air business, and shows stable revenues, increased profitability, and good credit performance. S&P could lower the ratings if CIT's capital adequacy deteriorated and its RAC ratio fell below 10%, or if unfavorable credit loss experience emerges. COLGAN AIR: Embraer's Bid to Amend Suit Against AeroCentury Denied ------------------------------------------------------------------ Judge Aleta A. Trauger of the United States District Court for the Middle District of Tennessee, Nashville Division, denied the Motion for Leave to File a Further Amended Complaint filed by Embraer Aircraft Maintenance Services, Inc. Embraer had sought to add a cause of action for unjust enrichment against AeroCentury Corp. AeroCentury previously leased a particular Saab airplane to Colgan Air, Inc. Pursuant to an agreement between Colgan and Embraer, Colgan delivered the Saab airplane to Embraer's facility for a "lease return inspection." Embraer inspected the aircraft and provided maintenance services, repairs, materials and improvements. Colgan, however, did not pay Embraer's invoice for the work performed on the aircraft. In seeking payment, Embraer alleged that it had a repairman's lien secured by the aircraft. Embraer filed a complaint against AeroCentury seeking, among others, enforcement of the repairman's lien against the aircraft. Embraer later filed a motion to amend, seeking to add a cause of action for unjust enrichment against AeroCentury. AeroCentury contended that the Motion for Leave should be denied on futility grounds. Judge Trauger held that it was not unjust for AeroCentury to retain the benefits of the lease without paying Embraer. The judge found that AeroCentury gave consideration for everything provided in the lease, including the lease return inspection and maintenance work, and as such, there was no unjust enrichment. The case is EMBRAER AIRCRAFT MAINTENANCE SERVICES, INC., Plaintiff, v. AEROCENTURY CORP., Defendant, CIVIL NO. 3:13-CV-0059 (M.D. Tenn.). A full-text copy of Judge Trauger's November 24, 2015 memorandum and order is available at http://is.gd/TbIQoFfrom Leagle.com. Embraer Aircraft Maintenance Services, Inc. is represented by: Derek W. Edwards, Esq. WALLER, LANSDEN, DORTCH & DAVIS Email: derek.edwards@wallerlaw.com Aerocentury Corp. is represented by: Samuel P. Funk, Esq. SIMS FUNK, PLC 3310 West End Ave., #410 Nashville, TN 37203 Tel: (615) 292-9335 Fax: (615) 649-8565 Email: sfunk@simsfunk.com CURTIS JAMES JACKSON: Sleek Audio May Sue to Keep $18M Claim ------------------------------------------------------------ Jonathan Randles at Bankruptcy Law360 reported that Sleek Audio said on Nov. 30, 2015, that it is seeking to depose rapper 50 Cent and may file a lawsuit to block the entertainer from potentially wiping out through his bankruptcy an $18 million legal claim the company obtained over a soured deal to create 50 Cent branded headphones. Sleek Audio said in court papers that 50 Cent has not fully complied with discovery requests and asks a bankruptcy judge to extend to March 4 a deadline for filing lawsuits against the rapper, if one is needed. Curtis James Jackson, III, aka 50 Cent, filed for Chapter 11 bankruptcy protection (Bankr. D. Conn. Case No. 15-21233) on July 13, 2015. CUSTOM SENSORS: Moody's Withdraws 'B2' Corporate Family Rating -------------------------------------------------------------- Moody's Investors Service has withdrawn all the ratings assigned to Custom Sensors & Technologies Ltd, including the B2 Corporate Family Rating, B2-PD Probability of Default Rating, B2 rating on its senior secured 1st lien term loan, and B2 rating on senior secured revolving credit facility. The stable ratings outlook is also withdrawn. Moody's withdrew these ratings: Corporate Family Rating, Withdrawn, previously B2; Probability of Default, Withdrawn, previously B2-PD; $590 million Senior Secured 1st Lien Term Loan due 2021, Withdrawn, previously, B2/LGD3; $75 million Senior Secured Revolving Credit Facility due 2019, Withdrawn, previously, B2/LGD3. The outlook was changed to Withdrawn from Stable. RATINGS RATIONALE Moody's withdrawal of Custom Sensors & Technologies' debt ratings and outlook reflect the acquisition of most of Custom Sensors & Technologies' sensor businesses by subsidiary of Sensata Technologies N.V. and the pursuant paydown of the term loan. All of CST's ratings and the rating outlook were withdrawn. Custom Sensors & Technologies Ltd is a leading manufacturing provider of customizable, sensing and control components for 'mission-critical' systems in the markets. Created as a separate business unit in May 2006, CST was a 100% owned subsidiary of Schneider Electric who now own 29% post the sale to Carlyle and PAI Partners. Annual sales for 2015 are anticipated to be around $600 million, and estimated EBITDA margins of almost 20%. CST is headquartered in Thousand Oaks, California. CYPRESS SEMICONDUCTOR: S&P Affirms 'BB-' CCR, Outlook Stable ------------------------------------------------------------ Standard & Poor's Ratings Services affirmed its 'BB-' corporate credit rating on San Jose, Calif.-based Cypress Semiconductor Corp. The outlook is stable. "At the same time, we assigned our 'BB+' issue-level rating and a recovery rating of '1' to the company's $100 million senior secured term loan due 2020, and raised our issue-level rating to 'BB+' from 'BB' and revised the recovery rating to '1' from '2' on the company's $550 million revolving credit facility due 2020. The '1' recovery rating on these instruments indicates our expectation for very high (90% to 100%) recovery of principal in the event of payment default. We also affirmed the 'B' issue-level rating on the company's existing $150 million convertible notes due 2020. The '6' recovery rating on the notes indicates our expectation for negligible (0% to 10%) recovery of principal in the event of payment default," S&P said. The rating on Cypress is based on S&P's assessment of its "significant" financial risk profile, which incorporates S&P's view of Cypress' adjusted leverage in the mid-2x area at the end of 2015. "Although Cypress' leverage is almost one turn lower as compared with the capital structure proposed last month, enough moving pieces are in play: The company is still in the process of integrating Spansion and working toward improving margins through synergies from the Spansion acquisition," said Standard & Poor's credit analyst Minesh Shilotri. The stable outlook reflects S&P's view that Cypress' enhanced product portfolio and cost saving opportunities through the Spansion acquisition are likely to result in growing free operating cash flow and improving margins in 2016. DEPORTES MEDIA: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: Deportes Media of Dallas, LLC 8226 Douglas Ave, Suite 627 Dallas, TX 75225 Case No.: 15-34931 Chapter 11 Petition Date: December 4, 2015 Court: United States Bankruptcy Court Northern District of Texas (Dallas) Judge: Hon. Barbara J. Houser Debtor's Counsel: Howard Marc Spector, Esq. SPECTOR & JOHNSON, PLLC 12770 Coit Road Banner Place, Suite 1100 Dallas, TX 75251 Tel: (214) 365-5377 Fax: (214) 237-3380 Email: hspector@spectorjohnson.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by David Jacobs, manager. The Debtor did not include a list of its largest unsecured creditors when it filed the petition. DETROIT, MI: On Track After Banruptcy, Review Commission Says ------------------------------------------------------------- Matthew Dolan at the Detroit Free Press reported that according to a new commission report, the city of Detroit is on track with its restructuring and reinvestment plan rolled out almost one year ago when the city exited the nation's largest municipal bankruptcy. In a biannual report to Gov. Rick Snyder, the Detroit Financial Review Commission concluded that the city has been in compliance with the plan in its first year by providing commission members with updated financial plans. The commission has reviewed and approved 237 city contracts and one collective bargaining agreement between the city's transportation department and a transit union. In addition, the city has amended its budget and issued new debt with the review and consent of the commission, according to the report. Over the next six months, commission officials said they are looking for the city to make progress on a number of fronts, including: 1. major changes and consolidations in city departments to improve the effectiveness and efficiency of finance, human resources, information technology, planning, and housing; 2. a new ability for Detroit tax filers to submit returns electronically after the state's treasury department begins to processing individual income tax returns for the city starting in January; 3. the formal separation of the city's water and sewerage department into two systems -- one to manage the city and another to manage its suburbs -- expected in January; and 4. a new city planning system expected to launch by April to run municipal financial management and human resources. About the City of Detroit The City of Detroit, Michigan, weighed down by more than $18 billion in accrued obligations, sought municipal bankruptcy protection on July 18, 2013, by filing a voluntary Chapter 9 petition (Bankr. E.D. Mich. Case No. 13-53846). Detroit estimated more than $1 billion in both assets and debts. Kevyn Orr, who was appointed in March 2013 as Detroit's emergency manager, signed the petition. Detroit is represented by lawyers at Jones Day and Miller Canfield Paddock and Stone PLC. Michigan Governor Rick Snyder authorized the bankruptcy filing. The filing makes Detroit the largest American city to seek bankruptcy, in terms of population and the size of the debts and liabilities involved. The City's $18 billion in debt includes $5.85 billion in special revenue obligations, $6.4 billion in post-employment benefits, $3.5 billion for underfunded pensions, $1.13 billion on secured and unsecured general obligations, and $1.43 billion on pension- related debt, according to a court filing. Debt service consumes 42.5 percent of revenue. The city has 100,000 creditors and 20,000 retirees. Detroit is represented by David G. Heiman, Esq., and Heather Lennox, Esq., at Jones Day, in Cleveland, Ohio; Bruce Bennett, Esq., at Jones Day, in Los Angeles, California; and Jonathan S. Green, Esq., and Stephen S. LaPlante, Esq., at Miller Canfield Paddock and Stone PLC, in Detroit, Michigan. Sharon Levine, Esq., at Lowenstein Sandler LLP, is representing the American Federation of State, County and Municipal Employees and the International Union. Babette Ceccotti, Esq., at Cohen, Weiss & Simon LLP, is representing the United Automobile, Aerospace and Agricultural Implement Workers of America. A nine-member official committee of retired workers appointed in the case is represented by Dentons US LLP. Lazard Freres & Co. LLC serves as the Retiree Committee's financial advisor. Detroit filed a notice that the effective date of its bankruptcy-exit plan occurred on Dec. 10, 2014. Judge Steven Rhodes on Nov. 12, 2014, entered an order confirming the Eighth Amended Plan for the Adjustment of Debts of the City of Detroit. Thomas Tucker, a federal bankruptcy judge since 2003, took over Detroit's landmark bankruptcy case following the retirement of Judge Rhodes. DO YOU LOVE ME?: Court Allows Oriole Textile's Claim for $26K+ -------------------------------------------------------------- Judge Jim D. Pappas of the United States Bankruptcy Court for the District of Idaho denied Do You Love Me? Inc.'s objection to Oriole Textile Co., Inc.'s proof of claim and allowed the latter's claim in the total amount of $26,617, as recalculated in its response to Do You Love Me?'s objection. Do You Love Me? objected to the amount of Oriole Textile's proof of claim, arguing that Oriole Textile is not entitled to prebankruptcy interest on its claim. The invoices evidencing Oriole Textile's claim do not include any provision for interest. Neither did Oriole Textile obtain a judgment against Do You Love Me? for the debt. Judge Pappas agreed with Oriole Textile and held that Idaho law did not require the creditor to obtain a judgment against the debtor to recover interest. Oriole Textile's claim was allowed in the total amount of $26,617.06. This included accrued interest amounting to $5,151.69. The case is In Re: Do You Love Me? Inc., Debtor, BANKRUPTCY CASE NO. 15-00048-JDP (Bankr. D. Idaho). A full-text copy of Judge Pappas' November 20, 2015 memorandum of decision is available at http://is.gd/33JjALfrom Leagle.com. Do You Love Me? Inc is represented by: Alexandra O Caval, Esq. CAVAL LAW OFFICE, P.C. 248 Idaho Street S Twin Falls, ID 83301 Tel: (208) 733-2035 Fax: (208) 733-3919 US Trustee is represented by: Mary P Kimmel, Esq. OFFICE OF THE US TRUSTEE US DEPT. 720 Park Boulevard Suite 220 Boise, ID 83712 Tel: (208) 334-1300 Fax: (208) 334-9756 ENERGY FUTURE: Can Employ Bielli & Klauder as Co-Counsel -------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized Energy Future Holdings Corp., et al., to employ Bielli & Klauder, LLC, as co-counsel nunc pro tunc to Oct. 1, 2015. The engagement of BK will be limited to rendering professional services to EFH Corp's disinterested directors, Donald Evans and Billie Williamson, in connection with conflict matters, pursuant to resolutions of the EFH Corp. board of directors, including the determination by EFH Corp's disinterested directors regarding whether any matters constitutes a conflict matter. The Company will arrange for other legal counsel to advise and represent the Company with respect to ordinary business activities and nonbankruptcy litigation matters except to the extent that the firm expressly agrees to undertake such activities or matters. David M. Klauder will be primarily responsible for the matter on behalf of the firm, and his billing rate is $350. To the best of the Debtors' knowledge, BK is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About Energy Future 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. ENERGY FUTURE: Quick Appeal Blocked in Spat Over EFH Premiums ------------------------------------------------------------- Jonathan Randles at Bankruptcy Law360 reported that a Delaware bankruptcy judge on Nov. 30, 2015, denied an Energy Future Holdings' bondholder group bid for an immediate appeal over the question of whether or not the power provider has to pay an approximately $500 million premium on certain payment-in-kind notes. U.S. Bankruptcy Judge Christopher Sontchi rejected a request by the indenture trustee for second lien notes issued by an EFH affiliate that the issue be certified for a direct appeal to the Third Circuit. The trustee, Compushare Trust Co., argued a quick appeal was warranted. 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. ENERGY FUTURE: TCEH Unsecured Creditors Get $42.075M Under Plan --------------------------------------------------------------- A trial to consider confirmation of the Plan of Reorganization and the Proposed Confirmation Order commenced on November 3, 2015, and concluded on December 2, 2015. Consistent with the ruling of the U.S. Bankruptcy Court for the District of Delaware on the record on December 3, 2015, and comments received from the United States Trustee for the District of Delaware, the Debtors prepared a revised version of the Proposed Confirmation Order. A blacklined version of the Proposed Confirmation Order is available at http://bankrupt.com/misc/EFHplanord1206.pdf The Debtors, on Dec. 1, amended its Plan to provide, among other things, that the "Cash-Out Election Pool" means an amount of Cash up to $42.075 million that is available for distribution to holders of Allowed General Unsecured Claims against the TCEH Debtors, other than EFCG, that exercise the cash-out election. Of the amount, (a) $42 million will be funded from cash on hand at the TCEH Debtors or the Cash proceeds of the New Reorganized TCEH Debt, and (b) $75,000 will be funded from Cash on hand at EFH Corp. or EFIH or the cash proceeds of the New Reorganized EFIH Debt or the Equty Investment on the Effective Date. A full-text copy of the Sixth Amended Plan, dated Dec. 1, is available at http://bankrupt.com/misc/EFHplan1201.pdf Numerous parties objected to the confirmation of the Debtors' Plan. To address the objections, the Debtors filed a status chart of responses to the Confirmation Objections, a full-text copy of which is available at http://bankrupt.com/misc/EFHobjresp.pdf 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. ENERGYSOLUTIONS INC: S&P Lowers Corp. Credit Rating to 'B-' ----------------------------------------------------------- Standard & Poor's Ratings Services said that it has lowered its corporate credit rating on Salt Lake City-based EnergySolutions Inc. to 'B-' from 'B'. The outlook is negative. At the same time, S&P lowered its issue-level ratings on the company's secured credit facilities to 'B-' from 'B+' and revised S&P's recovery ratings on the facilities to '3' from '2'. The '3' recovery rating indicates S&P's expectation of meaningful (50%-70%; lower half of the range) recovery in the event of default. "The downgrade reflects our view that the weak earnings in EnergySolutions' core business of decommissioning and disposing of radioactive waste material make it unlikely that the company will maintain an adjusted debt-to-EBITDA metric of less than 6.5x during the next year, which is the level that we consider to be appropriate for a 'B' corporate credit rating," said Standard & Poor's credit analyst James Siahaan. "While we expect the company to remain in compliance with the 6.5x springing net leverage ratio financial covenant under the terms of its revolving credit facility (the term loan facility is covenant-lite), S&P's adjusted debt figure (which includes an additional $87 million of debt-like obligations pertaining to operating leases and asset retirement obligations) will likely remain above that mark." As of Sept. 30, 2015, S&P calculated EnergySolutions' annualized adjusted debt-to-EBITDA metric at 7.6x. The negative outlook reflect that because of higher legal costs, delays in the awarding of contracts in the U.K., and project delays that have hurt the company's disposal operations, EnergySolutions' earnings have not improved during the second half of 2015 to the extent that S&P had previously anticipated. S&P expects that the company's organic growth will remain relatively muted in 2016 while the net effect of its divestiture and acquisition will leave its profitability roughly unchanged. S&P do not contemplate that the company will undertake significant debt reduction in its base-case scenario, and thus expect that the company's debt leverage will remain high during the next year. S&P expects the company to maintain an adjusted debt-to-EBITDA metric in the 6.5x-7.5x range and adequate liquidity for the current rating. S&P could lower its ratings on EnergySolutions if the company's adjusted debt-to-EBITDA metric continues to exceed 7.5x with limited prospects for improvement. This scenario could occur because of the absence of a significant improvement in its profitability, delays in the receipt of proceeds from the PP&T divestiture, integration challenges related to the WCS acquisition, or the absence of a large equity infusion to reduce its debt. S&P could also lower the ratings if the company's liquidity becomes pressured, which could occur if the company's borrowings on its revolver exceed 25% of the committed amount and the company is unable to comply with the 6.5x springing net leverage covenant. Although unlikely, S&P could raise its rating on EnergySolutions if the company's waste volumes, operating efficiency, cost management, and profitability all improve significantly, or if it receives a sizable equity infusion to reduce its debt, causing its adjusted debt-to-EBITDA metric to decline to less than 6.5x and remain there for more than two consecutive quarters. An upgrade would also be predicated on management and ownership committing to abide by more conservative financial policies while maintaining adequate liquidity. S&P's analysis does not factor in any potential remuneration to EnergySolutions from a legal settlement with the U.K.'s Nuclear Decommissioning Authority pertaining to its procedures associated with awarding the Magnox decommissioning contract. If the company receives an award of significant size and applies the proceeds to debt reduction, it would also support S&P's rationale for a positive rating action. F-SQUARED INVESTMENT: Unsecureds to Recover 6% to 12% Under Plan ---------------------------------------------------------------- F-Squared Investment Management, LLC, et al., revised the disclosure statement explaining their Joint Plan of Liquidation co-proposed by the Official Committee of Unsecured Creditors prior to the Dec. 7 disclosure statement hearing to, among other things, provide that holders of Class 3 - General Unsecured Claims are estimated to recover 6.0% to 11.9% of the total allowed claim amount. As of the General Bar Date, the Debtors received or scheduled the following Claims: No. of Claim Priority Claims Amount of Claims -------------- ------ ---------------- Secured Claims 9 $112,512 Admin. Claims 2 $367,540 Priority Non-Tax Claims 43 $588,121 Priority Tax Claims 8 $24,811 Unsecured Claims 375 $2,654,222,161 Of the General Unsecured Claims mount, approximately $512 million constitutes Intercompany Claims (which are being eliminated by virtue of the substantive consolidation proposed under the Plan), significant portions thereof are currently and will in the future be subject to objection on various substantive and non-substantive grounds and $2.0 billion constitutes four proofs of Claim in the amount of $500 million each filed by the Youngers Plaintiffs in connection with the Youngers Litigation. The Debtors have already objected to one of the Youngers Plaintiffs' proofs of Claim as being duplicative and have filed an objection to the remaining three proofs of Claim. The Ad Hoc Group of Former Employees of F-Squared Investment Management, LLC, et al., objects to the Disclosure Statement explaining the Debtors' Plan of Liquidation, complaining that the Disclosure Statement currently does not contain a liquidation analysis in financial chart form for each Debtor. The Ad Hoc Group asserts that creditors are entitled to a liquidation analysis under which each Debtor is treated separately in order to determine whether the Plan is in their best interests. A liquidation analysis, according to the Ad Hoc Group, is imperative because the Debtors propose to substantively consolidate their estates. The Ad Hoc Group withdrew, without prejudice, its objection to the Disclosure Statement following the filing of the amended Disclosure Statement but reserved its rights to object to the confirmation of the Plan. A full-text copy of the Disclosure Statement is available at http://bankrupt.com/misc/FSIds1203.pdf A blacklined version of the Plan dated Dec. 3, 2015, is available at http://bankrupt.com/misc/FSIplan1203.pdf The Ad Hoc Group is represented by Mark E. Felger, Esq., and Keith L. Kleinman, Esq., at Cozen O'Connor, in Wilmington, Delaware, and Victor Milione, Esq., and Christopher J. Fong, Esq., at Nixon Peabody LLP, in New York. About F-Squared Investment Headquartered in Wellesley, MA, F-Squared Investments, Inc. -- http://www.f-squaredinvestments.com-- is a privately owned investment manager. The firm primarily provides its services to other investment advisers. It also caters to individuals, high net worth individuals, and pension and profit sharing plans. The firm provides index management services. It manages separate client-focused equity, fixed income, and multi-asset portfolios. The firm invests in the public equity, fixed income, and alternative investment markets across the globe. It makes all its investments through exchange-traded funds. The firm invests in small-cap stocks of companies across diversified sectors. F-Squared Investment Management, LLC and eight of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No. 15-11469) on July 8, 2015. The petition was signed by Laura Dagan as president and chief executive officer. The cases are assigned to Laurie Selber Silverstein. Richards, Layton & Finger, P.A. serves as the Debtors' counsel. Gennari Aronson, LLP represents the Debtors as special corporate counsel. Grail Advisory Partners LLC (d/b/a PL Advisors) and Managed Account Services, LLC act as the Debtors' financial advisors and investment bankers. Stillwater Advisory Group LLC is the Debtors' crisis managers and restructuring advisors. BMC Group, Inc. acts as the Debtors' claims and noticing agent. FREESCALE SEMICONDUCTOR: Fitch Withdraws Hiked IDR -------------------------------------------------- Fitch Ratings has upgraded and withdrawn the ratings for Freescale Semiconductor, Inc.: -- Long-term Issuer Default Rating (IDR) upgraded to 'BBB-' from 'B+' and withdrawn; -- Senior secured bank revolving credit facility upgraded to 'BBB' from 'BB-/RR3' and withdrawn; -- Senior secured term loans upgraded to 'BBB' from 'BB-/RR3' and withdrawn; -- Senior secured notes upgraded to 'BBB' from 'BB-/RR3' and withdrawn. KEY RATING DRIVERS Fitch has withdrawn the ratings of Freescale as Freescale is undergoing a reorganization (merging with NXP Semiconductor N.V.). Accordingly, Fitch will no longer provide ratings or analytical coverage for Freescale. KEY ASSUMPTIONS No longer relevant as the ratings have been withdrawn. RATING SENSITIVITIES No longer relevant as the ratings have been withdrawn. GELTECH SOLUTIONS: Has Yet to Generate Revenues for Operations -------------------------------------------------------------- GelTech Solutions, Inc. posted a net loss of $889,608 for the three months ended September 30, 2015, compared to a net loss of $950,093 for the same period in 2014. The company's balance sheets showed total assets of $2,096,215, total liabilities of $5,790,980, and total stockholders' deficit of $3,694,765 as of September 30, 2015. As of September 30, 2015, the company had an accumulated deficit and stockholders' deficit of $41,536,911 and $3,694,765, respectively, and incurred losses from operations of $832,870 for the three months ended September 30, 2015 and used cash in operations of $1,533,174 during the three months ended September 30, 2015. "In addition, the company has not yet generated revenue sufficient to support ongoing operations," GelTech Chief Executive Officer Peter Cordani and Chief Financial Officer Michael R. Hull disclosed in a regulatory filing with the U.S. Securities and Exchange Commission on November 5, 2015. "These factors raise substantial doubt regarding the company's ability to continue as a going concern." During the three months ended September 30, 2015, the company received $1,490,000 in advances from its convertible line of credit with its president and principal shareholder. In August 2015, the company entered into a $10 million stock purchase agreement with Lincoln Park Capital Fund LLC. "Management believes that the actions presently being taken provide the opportunity for the company to continue as a going concern. Ultimately, the continuation of the company as a going concern is dependent upon the ability of the company to generate sufficient revenue to attain profitable operations," Messrs. Cordani and Hull said. A full-text copy of the company's quarterly report is available for free at: http://tinyurl.com/z8nfp2a Jupiter, Florida-based GelTech Solutions, Inc. provides water conservation and fire protection products to government agencies, industry, agriculture and the public. The company generates revenues from marketing three products: (i) FireIce(R), a water enhancing power that can be utilized as a fire suppressant in urban firefighting, (ii) Soil2O(R) Dust Control and Soil2(R) Soil Cap used for dust mitigation in the aggregate, road construction, mining and other industries, and (iii) Soil2O(R) Topical and Soil2O(R) Granular products that reduce the amount of water necessary to sustain plant growth. GEVO INC: Posts $6.5-Mil. Net Loss in Qtr. Ended Sept. 30, 2015 --------------------------------------------------------------- Gevo, Inc. posted a net loss of $6,519,000 for the three months ended September 30, 2015, compared to a net loss of $938,000 for the quarter ended September 30, 2014. "For the three and nine months ended September 30, 2015, we incurred a consolidated net loss of $6.5 million and $28.2 million respectively, and had an accumulated deficit of $331.5 million at September 30, 2015," . the company's Chief Financial Officer Mike Willis said in a regulatory filing with the U.S. Securities and Exchange Commission on November 5, 2015. "These conditions raise substantial doubt about our ability to continue as a going concern." Mr. Willis revealed, "Our cash and cash equivalents at September 30, 2015 totaled $16.2 million which will be used for the following: (i) operating activities of our plant located in Luverne, Minnesota (Agri-Energy Facility); (ii) operating activities at our corporate headquarters in Colorado, including research and development work; (iii) capital improvements primarily associated with the Agri-Energy Facility; (iv) costs associated with optimizing isobutanol production technology; and (v) debt service obligations. "We expect to incur future net losses as we continue to fund the development and commercialization of our product candidates. Our transition to profitability is dependent upon, among other things, the successful development and commercialization of our product candidates and the achievement of a level of revenues adequate to support our existing cost structure. We may never achieve profitability or generate positive cash flows, and unless and until we do, we will continue to need to raise additional cash. "We intend to fund future operations through additional private and/or public offerings of debt or equity securities. In addition, we may seek additional capital through arrangements with strategic partners or from other sources, may seek to restructure our debt and we will continue to address our cost structure. Notwithstanding, there can be no assurance that we will be able to raise additional funds, or achieve or sustain profitability or positive cash flows from operations." At September 30, 2015, the company had total assets of $100,953,000, total liabilities of $48,035,000, and total stockholders' equity of $52,918,000. A full-text copy of the company's quarterly report is available for free at: http://tinyurl.com/h2ao9v8 Gevo, Inc. is a renewable chemicals and next generation biofuels company. The Englewood, Colorado-based company has developed the Gevo Integrated Fermentation Technology(R), an integrated technology platform for the efficient production and separation of renewable isobutanol. GMI USA: Extends DIP Loan Maturity Date to March 1, 2016 -------------------------------------------------------- GMI USA Management, Inc., and its affiliated debtors ask the U.S. Bankruptcy Court for the Southern District of New York to approve an amendment of their DIP Financing Agreement with Francolin and to amend the Final DIP Order. The Debtors and DIP Lender Francolin, entered into a Post-Petition Financing Agreement ("DIP Agreement"), which the Court authorized in its Final Order Authorizing Debtors To Enter Into Post-Petition Financing Agreement with Francolin. The Final DIP Order and DIP Agreement set forth deadlines for the Debtors to file and obtain approval of a chapter 11 plan and disclosure statement, and for the Debtors and the Official Committee of Unsecured Creditors ("Committee") to complete investigations into, among other things, certain causes of action held by the Debtors' estates. The Debtor relates that the Committee needs more time to conduct its investigation into the Debtors' finances and history before its challenge period under the Final DIP Order expires. The Debtors further relate that they have been sorting through their charter and construction agreements to optimize the value they bring into the estates while the Debtors wind down their operations. The Debtors contend that in several instances, they have had to resort to litigation in both this and other courts to bring their operations with certain vessels to a close. They further contend that these disputes have taken significant time and attention away from other restructuring activities that the Debtors' personnel and professionals will be performing in the Chapter 11 cases. The Debtors tell the Court that they require additional time to formulate a chapter 11 plan that will maximize the value brought into the estates and payments to creditors. The proposed amendments to the DIP Agreement are as follows: (1) Under Section 1 of the DIP Agreement, "Maturity Date" is defined as the date which is the earliest of (a) Feb. 1, 2016, (b) the date on which payment of the Obligations is accelerated by the Lender as provided in Section 10, (c) the effective date of a Plan, and (d) 30 days after the Filing Date, in the event that the Final Order will not have been entered on or before such date. Under the Proposed Amendment, "February 1, 2016" will be deleted and replaced with "March 1, 2016." (2) Under Clause (m) of Section 10 of the DIP Agreement, an event of default will occur if "the Borrowers shall not have filed a Plan, a disclosure statement for such Plan, and a motion to approve the disclosure statement for such Plan, on or before 11:59 P.M. (ET) on November 13, 2015." Under the Proposed Amendment, "November 13, 2015" will be deleted and replaced with "December 14, 2015." (3) Under Clause (n) of Section 10 of the DIP Agreement, an event of default will occur if "the Bankruptcy Court shall not have entered an order approving a disclosure statement for a Plan, on or before 11:59 P.M. (ET) on December 15, 2015." Under the Proposed Amendment, "December 15, 2015" shall be deleted and replaced with "January 15, 2016." (c) Under Clause (o) of Section 10 of the DIP Agreement, an event of default will occur if "the Bankruptcy Court shall not have entered an order confirming a Plan, on or before 11:59 p.m. (ET) on January 15, 2016." Under the Proposed Amendment, "January 15, 2015" will be deleted and replaced with "February 16, 2016." (d) Under Clause (p) of Section 10 of the DIP Agreement, An event of default will occur if "the effective date of a Plan shall not have occurred on or before 11:59 P.M. (ET) on January 29, 2016." Under the Proposed Amendment, "January 29, 2016" will be deleted and replaced with "February 29, 2016." The Debtors contend that they have also agreed, together with the DIP Lender and the Committee to extend the Challenge Period by 14 days to Dec. 21, 2015, which means that the Challenge Period under the Final DIP Order and the DIP Agreement would now be set to expire 74 days after the Committee's appointment. The Debtors tell the Court that these changes are requested because the parties, working cooperatively and in good faith, simply need more time to discharge their respective duties. The Debtors further tell the Court that the DIP Lender has agreed to the requested extensions without imposition of fee or penalty. GMI USA Management is represented by: John P. Melko, Esq. Michael K. Riordan, Esq. GARDERE WYNNE SEWELL LLP 1000 Louisiana, Suite 2000 Houston, TX 77002-5011 Telephone: 713-276-5727 Facsimile: 713-276-6727 E-mail: jmelko@gardere.com mriordan@gardere.com About GMI USA Management GMI USA Management, Inc., Global Maritime Investments Cyprus Limited, Global Maritime Investments Holdings Cyprus Limited, Global Maritime Investments Resources (Singapore) Pte. Limited and Global Maritime Investments Vessel Holdings Pte Ltd filed Chapter 11 bankruptcy petitions (Bankr. S.D.N.Y. Case Nos. 15-12552 to 15-12556) on Sept. 15, 2015. The Debtors are engaged in three segments of the dry bulk shipping markets, utilizing Freight Forward Agreements, physical "trading" or supplying of ships for hire, and management of a dry bulk shipping pool on behalf of ships owned directly or indirectly by the Debtors, as well as for third party owners. Debtor GMI USA Management is a recently formed New York corporation. All of the other Debtors are foreign corporations based in either Singapore or Cyrus. Global Maritime Investments Holdings Cyprus Limited is a holding company that owns 100% of the outstanding shares of each of (i) Debtor GMI USA Management, Inc., (ii) Debtor Cyprus Tradeco, (iii) Debtor Vessel Holdings and (iv) non-Debtor GMI Panamax Pool Limited. The Debtors estimated assets in the range of $1 million to $10 million and liabilities of at least $100 million. The Debtors tapped Gardere Wynne Sewell, LLP, as counsel, and AMA Capital Parnters as financial advisor. GT ADVANCED: Creditors Balk at Exit Financing, Seeks Alternative ---------------------------------------------------------------- Jonathan Randles at Bankruptcy Law360 reported that unsecured creditors of GT Advanced Technologies Inc. launched a challenge on Dec. 1, 2015, in New Hampshire to the Debtor's $80 million exit financing plan, saying a superior plan that would give creditors the option of bringing litigation against the company's leaders has been offered by investment manager Oaktree Capital. The official committee of unsecured creditors filed an objection to GTAT's exit financing package that sets up a potential roadblock for GTAT's preferred exit strategy, which has the backing of the company's secured creditors, to fund its emergence. On Nov. 30 Mr. Randles reported that the Debtor said on Nov. 29that it has secured an $80 million financing package from its creditors that will allow the embattled manufacturer to exit Chapter 11 and also includes a settlement proposal that would resolve creditor disputes. The Debtor filed court papers in New Hampshire seeking approval of certain provisions to the proposed exit financing package well as a request to extend until Jan. 22, 2016, the exclusive period for filing a reorganization plan. Securing the exit financing marks an important milestone. About GT Advanced Technologies Headquartered in Merrimack, New Hampshire, GT Advanced Technologies Inc. -- http://www.gtat.com/-- produces materials and equipment for the electronics industry. On Nov. 4, 2013, GTAT announced a multi-year supply deal with Apple Inc. to produce sapphire glass material for use in consumer electronics products. Under the deal, Apple would provide GTAT with a prepayment of approximately $578 million paid in four installments and, starting in 2015, GTAT would reimburse Apple for the prepayment over a five-year period. GT is a publicly held corporation whose stock was traded on NASDAQ under the ticker symbol "GTAT." GTAT was de-listed from the NASDAQ stock exchange in October 2014. As of June 28, 2014, the GTAT Group's unaudited and consolidated financial statements reflected assets totaling $1.5 billion and liabilities totaling $1.3 billion. As of Sept. 29, 2014, GTAT had $85 million in cash, $84 million of which is unencumbered. On Oct. 6, 2014, GT Advanced Technologies and eight affiliates filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. D.N.H. Lead Case No. 4-11916). GT says that it has sought bankruptcy protection due to a severe liquidity crisis brought about by its issues with Apple. The Debtors have tapped Nixon Peabody LLP and Paul Hastings LLP as attorneys and Kurtzman Carson Consultants LLC as claims and noticing agent. The U.S. Trustee has named seven members to the Official Committee of Unsecured Creditors. The Committee' professionals are Kelley Drye as its bankruptcy counsel; Devine, Millimet & Branch, Professional Association as local counsel; EisnerAmper LLP as financial advisors; and Houlihan Lokey Capital, Inc. as investment banker. GTAT has reached a settlement with Apple. The settlement gives Apple an approved claim for $439 million secured by more than 2,000 sapphire furnaces that GT Advanced owns and has four years to sell, with proceeds going to Apple. In addition, Apple gets royalty-free, non-exclusive licenses for GTAT's technology. The bankruptcy case is assigned to Judge Henry J. Boroff. HUMMEL STATION: S&P Assigns 'BB-' Rating on $460MM Secured Loan --------------------------------------------------------------- Standard & Poor's Ratings Services said that it assigned its 'BB-' debt issue rating to Hummel Station LLC's $460 million senior secured term loan B facility due 2022. The outlook is stable. S&P also assigned a recovery rating of '1', indicating a "very high" (90% to 100%) recovery of principal in a default scenario. The rating reflects the project's construction phase and operational phase risk profiles, the latter of which constrains the rating. S&P's assessment of construction phase risk is driven by the use of a technology that is considered a modified proven design, along with sufficient liquidity to complete the construction in time for capacity market performance. The operations phase risk profile is driven by the expectation of reasonable performance, coupled with significant market, financial performance, and refinancing risks. The stable outlook reflects S&P's expectation that project will be completed in early 2018, as scheduled, with minimal cost overruns. S&P expects that the project will then earn DSCRs of about 2.9x, on average, during the term loan B period, with minimums under 2x. This hinges on continued stability in capacity payments and a robust PJM Interconnection market, as well as availability of about 94%. This should yield leverage of $263 per kilowatt (kW) at maturity, leaving the project with moderate refinancing risk. HUTCHESON MEDICAL: Dec. 14 Hearing on Sale of Assets ---------------------------------------------------- The United States Bankruptcy Court for the Northern District of Georgia, Rome Division, will convene a hearing on December 14, 2015, commencing at 10:00 a.m., to consider approval of the request of Ronald Glass, the Chapter 11 Trustee for the bankruptcy estates of Hutcheson Medical Center, Inc., and Hutcheson Medical Division, Inc., to sell the Debtors' assets. Maybrook Healthcare LLC serves as the Stalking Horse Bidder. A Breakup Fee of $216,000 will be paid to Maybrook if another bidder will be deemed the winning bidder. Guy G. Gebhardt, the Acting United States Trustee for Region 21; Chattanooga-Hamilton County Hospital Authority d/b/a Erlanger Health System; Catoosa County, a political subdivision of the State of Georgia; The U.S. Trustee points out that the motion proposes to sell some, or all, of the Debtors' assets, which means that the Debtors can sell their nursing home assets without selling the hospital facility. The U.S. Trustee complains that if there is not a sale of the Debtors' hospital facility, without sufficient funds reserved from the sale proceeds, the Trustee will be left with inadequate funds to operate the hospital. The Erlanger Health System asks the Court to either deny entry of a Procedures Order, or that it enters a Procedures Order only after proper notice and on the condition that the proposed bid procedures are modified to rectify each of the deficiencies and with all of Erlanger's rights reserved to object at the Sale Hearing to whether any proposed sale should be approved at all, to any APA that is brought to the Court for approval, to any proposed assumption, assignment or other transfer of contracts or leases, to any matter relating to the Lease or the Deed to Secure Debt, to the distribution of any proceeds of the sale, and to the Debtors' request for a waiver of the 14-day stays. Catoosa County objects to the sale on the grounds that the real property the Chapter 11 Trustee proposes to sell is not an asset of the Debtors' estates; the conveyance of the property by the authority to the debtors for no consideration is an ultra vires act and void; the conveyance of the real property by the authority to Debtors is voidable as to Catoosa under the Uniform Voidable Transactions Act; and that the conveyance of the property from the authority to the debtors violates the Georgia Hospital Authorities Law. Ronald Glass, Chapter 11 Trustee, is represented by: J. Robert Williamson, Esq. J. Hayden Kepner, Jr. , Esq. Ashley Reynolds Ray, Esq. SCROGGINS & WILLIAMSON, P.C. 1500 Candler Building 127 Peachtree Street, NE Atlanta, Georgia 30303 Phone: (404) 893-3880 Fax: (404) 893-3886 Email: rwilliamson@swlawfirm.com hkepner@swlawfirm.com aray@swlawfirm.com Committee of Unsecured Creditors is represented by: David B. Kurzweil, Esq. GREENBERG TRAURIG, LLP 3333 Piedmont Road, NE, Suite 2500, Atlanta, Georgia 30305 Fax: (678) 553-7337 Email: kurzweild@gtlaw.com Regions Bank is represented by: Erich N. Durlacher, Esq. BURR & FOREMAN, LLP Suite 1100, 171 17th Street NW, Atlanta, Georgia 30363 Phone: (404) 685-4313 Fax: (404) 214-7387 Email: edurlacher@burr.com Office of the U.S. Trustee is represented by: Martin Ochs, Esq. 362 Richard Russell Bldg. 75 Ted Turner Drive SW, Atlanta, Georgia 30303 Fax: (404) 331-4464) Guy G. Gebhardt, Acting United States Trustee, Region 21 is represented by: Martin P. Ochs, Esq. United States Department of Justice Office of the United States Trustee 362 Richard B. Russell Building 75 Ted Turner Drive, S.W. Atlanta, Georgia 30303 Phone: (404)-331-4437 Email: martin.p.ochs@usdoj.gov Chattanooga-Hamilton County Hospital Authority is represented by: Darryl S. Laddin, Esq. Karen B. Bragman, Esq. Edward A. Marshall, Esq. ARNALL GOLDEN GREGORY LLP 171 17th Street, NW, Suite 2100 Atlanta, GA 30363-1031 Phone:(404) 873-8500 Email: darryl.laddin@agg.com karen.bragman@agg.com edward.marshall@agg.com Catoosa County, Georgia is represented by: Clifton M. Patty, Jr., Esq. PATTY & YOUNG P.O. Box 727 Ringgold, Georgia 30736 Phone: 706-935-9100 Fax: 706-935-6022 Email: skippatty@pattylaw.com About Hutcheson Medical Center Hutcheson Medical Center, Inc., operates the 179-bed hospital and related ancillary facilities, including, without limitation, a skilled nursing home and an ambulatory surgery center, located in Ft. Oglethorpe, Georgia, known as Hutcheson Medical Center. HMC leases the land and buildings that comprise the Medical Center from The Hospital Authority of Walker, Dade and Catoosa Counties. HMC and Hutcheson Medical Division, Inc., sought Chapter 11 bankruptcy protection (Bankr. N.D. Ga. Case No. 14-42863 and 14-42864) in Rome, Georgia, on Nov. 20, 2014. The cases are jointly administered under Case No. 14-42863. The cases have been assigned to the Honorable Paul W. Bonapfel. The Debtors are represented by Ashley Reynolds Ray, Esq., and J. Robert Williamson, Esq., at Scroggins and Williamson, in Atlanta, Georgia. The Debtors' Chapter 11 Plan and Disclosure Statement are due March 20, 2015. HMC disclosed $32.8 million in assets and $52.9 million in liabilities as of the Chapter 11 filing. No request has been made for the appointment of a trustee or examiner. J.G. NASCON: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: J.G. Nascon, Inc. 1400 Industrial Highway Eddystone, PA 19022 Case No.: 15-18704 Chapter 11 Petition Date: December 4, 2015 Court: United States Bankruptcy Court Eastern District of Pennsylvania (Philadelphia) Judge: Hon. Magdeline D. Coleman Debtor's Counsel: Albert A. Ciardi, III, Esq. CIARDI CIARDI & ASTIN, P.C. One Commerce Square 2005 Market Street, Suite 3500 Philadelphia, PA 19103 Tel: (215) 557-3550 Fax: 215-557-3551 Email: aciardi@ciardilaw.com - and - Jennifer E. Cranston, Esq. CIARDI CIARDI & ASTIN, P.C. One Commerce Square 2005 Market Street, Suite 3500 Philadelphia, PA 19103 Tel: 215 557 3550 Email: jcranston@ciardilaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Joseph P. Nassib, president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/paeb15-18704.pdf JOSE VAZQUEZ: Ordered to Pay $1.35MM in Atty Fees in Wage Suit -------------------------------------------------------------- Judge Louis L. Stanton of the United States District Court for the Southern District of New York adopts Magistrate Andrew J. Peck's report and recommendation and granted the motion plaintiffs Ronald Lora, et al.'s motion for an award of attorneys' fees and costs in a wage-and-hour suit against defendants J.V. Car Wash, Ltd., Broadway Hand Carwash Corp., Webster Hand Car Wash Corp., Harlem Hand Car Wash Corp., Bayway Hand Car Wash Corp. and Jose Vazquez, jointly and severally, to the extent of $1,214,431 in attorney's fees and $112,050 in costs. Judge Stanton also granted the Plaintiffs' unopposed supplemental application for $24,445 in attorney's fees incurred in responding to the defendants' objections to the report and recommendation, for a total award of attorney's fees and costs of $1,350,928.05. The case is RONARD LORA, HUGO RIVERA, MARCO ANTONIO DIAZ, MELVIN LORA, EDUARDO LORA, GIOVANNI PAULINO, JOSE RODRIGUEZ, and JOSE RODOLFO RODRIGUEZ-TINEO, individually and on behalf of others similarly situated, Plaintiffs, v. J.V. CAR WASH, LTD., BROADWAY H CARWASH CORP., WEBSTER HAND CAR WASH CORP., HARLEM HAND CAR WASH CORP., BAYWAY HAND CAR WASH CORP., JOSE VAZQUEZ, SATURNINO VARGAS, JOSE JIMENEZ, RAMON PEREZ, DOMINGO "DOE," ADOLFO FEDERUS, originally sued as ADOLFO "DOE," and JOHN DOES 1-10, Defendants, NO. 11 CIV. 9010 (LLS) (AJP). A full-text copy of the Opinion and Order dated November 18, 2015 is available at http://is.gd/2DsjFpfrom Leagle.com. Plaintiffs are represented by: Steven Arenson, Esq. Laura Elizabeth Longobardi, Esq. ARENSON DITTMAR & KARBAN 295 Madison Avenue, Suite 700 New York, New York 10017 Phone: 212-490-3600 Fax: 212-490-7102 J.V. Car Wash, Ltd., Defendant, represented by Louis J. Maione, Esq. -- Law Offices of Louis J. Maione, Lori Anne Jablczynski, Esq. -- Lori.Jablczynski@jacksonlewis.com -- Jackson Lewis, Paul E. Kerson, Esq. -- KersonPaul@aol.com -- Leavitt, Kerson & Duane & Wendy J. Mellk, Esq. -- Wendy.Mellk@jacksonlewis.com -- Jackson Lewis P.C.. Broadway Hand Carwash Corp., Defendant, represented by Wendy J. Mellk, Jackson Lewis P.C.. Webster Hand Car Wash Corp., Defendant, represented by Lori Anne Jablczynski, Jackson Lewis. Harlem Hand Car Wash Inc., Defendant, represented by Lori Anne Jablczynski, Jackson Lewis & Wendy J. Mellk, Jackson Lewis P.C.. Bayway Hand Car Wash Corp., Defendant, represented by Lori Anne Jablczynski, Jackson Lewis & Wendy J. Mellk, Jackson Lewis P.C.. Jose Vazquez, Defendant, represented by Lori Anne Jablczynski, Jackson Lewis, Paul E. Kerson, Leavitt, Kerson & Duane & Wendy J. Mellk, Jackson Lewis P.C.. JW RESOURCES: Court Approves $12K Asset Sale to Middlesboro Mining ------------------------------------------------------------------ JW Resources, Inc., and its affiliated debtors sought and obtained from Judge Gregory R. Schaaf of the U.S. Bankruptcy Court for the Eastern District of Kentucky authorization to sell assets, which include used office equipment and software to Middlesboro Mining, Inc., for $12,000, free and clear of liens claims and encumbrances. The Debtors sought to sell these assets "as is", without representations or warranties: (1) SAGE/MAS500 accounting software; (2) Network set up and install; (3) Four lateral file cabinets; (4) Two rolling file cabinets; (5) Dell laptop; (6) Trimble GPS receiver; (7) RTF X8 drone; and (8) any and all remaining office equipment, furniture, fixtures and supplies that are currently owned by the Debtors or used by the Debtors in the business of the Debtors located in the Debtors' Knoxville, TN office. The Debtors related that the sale is in the best interest of the creditors of the Debtors and their Chapter 11 estates. The Debtors further related that they are in the process of selling substantially all of their business assets and, should those sales close, would leave the Debtors with only business records that are being retained and the Assets that will no longer be needed by them. The Debtors contended that the sale of the Assets to Middlesboro Mining was the most cost-effective, efficient and reasonable way to maximize the value of the Assets for the benefit of the Debtors' estates. JW Resources is represented by: Paige L. Ellerman, Esq. FROST BROWN TODD LLC 3300 Great American Tower 301 East Fourth Street Cincinnati, OH 45202 Telephone: (513)651-6800 Facsimile: (513)651-6981 E-mail: pellerman@fbtlaw.com - and - Adam R. Kegley, Esq. FROST BROWN TODD LLC 250 West Main Street, Suite 2800 Lexington, KY 40507 Telephone: (859)231-0000 Facsimile: (859)231-0011 E-mail: akegley@fbtlaw.com About JW Resources JW Resources Inc. and its subsidiaries are U.S. producers of thermal coal with mineral reserves, mining operations and coal properties located in the Central Appalachian ("CAPP") regions of Kentucky. JW acquired the thermal coal mining operations of Xinergy in eastern Kentucky for $47.2 million in February 2013. JW's business operations comprise what is known as the "Straight Creek" operations located in Bell, Leslie and Harlan Counties, Kentucky, and the "Red Bird" operations located in Bell, Leslie, Knox, and Clay Counties, Kentucky. JW Resources is the parent and sole shareholder of SCRB Properties, Inc., Straight Creek Coal Mining, Inc. and SCRB Processing, Inc. JW Resources and its subsidiaries sought Chapter 11 bankruptcy protection (Bankr. E.D. Ky. Lead Case No. 15-60831) in London, Kentucky on June 30, 2015. The Debtors tapped Frost Brown Todd LLC as counsel, and Energy Ventures Analysis, Inc., as sale advisor. JW Resources estimated $1 million to $10 million in assets and $50 million to $100 million in debt. Straight Creek estimated $10 million to $50 million in assets and $50 million to $100 million in debt. LIFE PARTNERS: Reorganization Plan Settles Ownership Issue ---------------------------------------------------------- BankruptcyData reported that H. Thomas Moran, II, Life Partners Holdings' Chapter 11 trustee, and the Company's official committee of unsecured creditors filed with the U.S. Bankruptcy Court a Joint Chapter 11 Plan of Reorganization and related Disclosure Statement. According to the Disclosure Statement, "The Plan represents a compromise and settlement of claims regarding the Ownership Issue and other issues, and provides generally as follows: Upon Plan confirmation, subject to the occurrence of the Effective Date, all of the Policies will be confirmed as Beneficially Owned as of the Effective Date by these Persons, to the extent their interests may appear: (a) Holders of Continued Positions comprised of Fractional Interests, and (b) the Position Holder Trust as to the remainder, after accounting for the outstanding Fractional Interests. In exchange for certainty on ownership and other issues, and the confirmed Plan providing for a reorganization of the Debtors favorable to all Current Position Holders, Continuing Position Holders will be making an across-the-board Continuing Position Holder Contribution to the Position Holder Trust. Current Position Holders will be allowed to choose, for themselves, among the three Elections available to all Current Position Holders for treatment of their Allowed Claims relating to Fractional Positions under the Plan….A Creditors' Trust will be created to pursue litigation. The primary beneficiaries of the Creditors' Trust will be Current Position Holders who make the Creditors' Trust Election (Option 3), Former Position Holders, and other unsecured creditors of the Debtors. The residual beneficiary of the Creditors' Trust will be the Position Holder Trust, to the extent the litigation recoveries exceed 100% of all Allowed Claims of the primary beneficiaries of the Creditors' Trust….The Plan Proponents have had discussions and negotiations with a number of parties interested in buying Fractional Positions, and the Plan Proponents are continuing to consider allowing an offer to purchase to be made in connection with consummation of the Plan." In a separate filing, Emily Field at Bankruptcy Law360 reported that the plan would provide a full recovery for secured claims and give unsecured creditors a portion of an unspecified recovery from a trust established under the plan. Parties filed the plan on Nov. 28, 2015. About Life Partners Headquartered in Waco, Texas, Life Partners Holdings, Inc. -- http://www.lphi.com/-- is the parent company engaged in the secondary market for life insurance, commonly called "life settlements." Since its incorporation in 1991, Life Partners, Inc. has completed over 162,000 transactions for its worldwide client base of over 30,000 high net worth individuals and institutions in connection with the purchase of over 6,500 policies totaling over $3.2 billion in face value. LPHI is a publicly traded company incorporated in Texas and its common stock has been delisted from the NASDAQ (formerly trading under the symbol LPHI). Life Partners Holdings sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 15-40289) on Jan. 20, 2015. The case is assigned to Judge Russell F. Nelms. J. Robert Forshey, Esq., at Forshey & Prostok, LLP, serves as counsel to the Debtor. LPHI disclosed $2,406,137 in assets and $52,722,308 in liabilities as of the Chapter 11 filing. The official committee of unsecured creditors formed in the case tapped Munsch Hardt Kopf & Harr, P.C., as counsel. Tracy A. Bolt of BDO USA, LLP was named as examiner for the Debtor's case. At the behest of the U.S. Securities and Exchange Commission, the U.S. Trustee, and the Creditors Committee, the Court ordered the appointment of a Chapter 11 trustee. On March 13, 2015, H. Thomas Moran II was appointed as Chapter 11 trustee in LPHI's case. The trustee is represented by Thompson & Knight LLP. The Chapter 11 trustee signed Chapter 11 bankruptcy petitions for LPHI's subsidiaries on May 19, 2015: Life Partners Inc. (Case No. 15-41995) and LPI Financial Services, Inc. (Case No. 15-41996). Life Partners is estimated to have $100 million to $500 million in assets and more than $1 billion in debt. LPI Financial estimated less than $50,000. LIGHTSQUARED INC: FCC OK's Change of Control, Exits Chapter 11 -------------------------------------------------------------- The U.S. Federal Communications Commission on Dec. 4 approved LightSquared's Change of Control application, paving the path toward emergence from Chapter 11 as well as the installation of new leadership committed to collaborating with industry and government to spur economic growth by bringing the company's mid-band spectrum to market. The FCC grant represents a significant milestone for the company, and LightSquared will now provide notice to the U.S. Bankruptcy Court for the Southern District of New York signaling the effective date of its confirmed Plan of Reorganization and enabling the mobile operator to successfully exit restructuring. The company originally filed for bankruptcy protection in May 2012, and its reorganization plan was confirmed by Judge Shelley C. Chapman on March 26, 2015. "[Fri]day's FCC approval will enable LightSquared to successfully exit bankruptcy protection, but, more importantly, it kick starts a major step toward private investment in our national wireless infrastructure," said Ivan Seidenberg, the incoming company's new chairman of the board. Mr. Seidenberg, the former chairman and CEO of Verizon Communications Inc., also stated, "I am delighted to be joining the new LightSquared Board as its Chairman; we intend to do everything possible to achieve a reasonable business solution as well as an engineering consensus between wireless broadband and the GPS industry. We recognize that our number one job will be to resolve technical issues and liberate scarcely-used satellite spectrum that's actually ideal for the cellular industry. I am confident we can reach a mutually-acceptable outcome that not only makes industry better off but also benefits consumers of wireless and GPS products." "We are very appreciative for [Fri]day's FCC action which will allow LightSquared to begin anew and recommit to work with all stakeholders to resolve important technical matters, identify necessary solutions, and remove regulatory uncertainty that the company has faced over the past three and-a-half years," said Doug Smith, LightSquared chief executive officer. "We will emerge from restructuring with new owners representing some of the world's top investors, and they have committed significant new capital to give the company the runway it needs to grow and operate the business. The new Board of Directors will be a group of highly-skilled and deeply experienced individuals, and I am excited to work alongside each of them to reach consensus and enable use of this mid-band spectrum." New incoming board member Reed Hundt, former FCC chairman, echoed the commitment to work with all stakeholders to fulfill the need to expand the nation's wireless infrastructure. "Reaching a consensus on the use of this spectrum will not only enable the wireless industry to better satisfy skyrocketing consumer demand for more affordable broadband, but doing so will also position our country to lead the transition from 4G to 5G. Balanced, efficient, and innovative use of spectrum is critical to U.S. economic growth, and we look forward to continuing to work with the FCC as well as other government agencies and stakeholders to ensure the wireless ecosystem has the resources it needs to keep America the leader in mobile broadband technologies." About LightSquared Inc. LightSquared Inc. and 19 of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 12-12080) on May 14, 2012, as the Company seeks to resolve regulatory issues that have prevented it from building its coast-to-coast integrated satellite 4G wireless network. LightSquared had invested more than $4 billion to deploy an integrated satellite-terrestrial network. In February 2012, however, the U.S. Federal Communications Commission told LightSquared the agency would revoke a license to build out the network as it would interfere with global positioning systems used by the military and various industries. In March 2012, the Company's partner, Sprint, canceled a master services agreement. LightSquared's lenders deemed the termination of the Sprint agreement would trigger cross-defaults under LightSquared's prepetition credit agreements. LightSquared and its prepetition lenders attempted to negotiate a global restructuring that would provide LightSquared with liquidity and runway necessary to resolve its issues with the FCC. Despite working diligently and in good faith, however, LightSquared and the lenders were not able to consummate a global restructuring on terms acceptable to all interested parties. Despite working diligently and in good faith, however, LightSquared and the lenders were not able to consummate a global restructuring on terms acceptable to all interested parties. Lawyers at Milbank, Tweed, Hadley & McCloy LLP serve as counsel to the Debtors. Alvarez & Marsal North America, LLC, is the financial advisor. Kurtzman Carson Consultants LLC serves as claims and notice agent. * * * Bankruptcy Judge Shelley C. Chapman in late March 2015, approved LightSquared Inc.'s Chapter 11 reorganization plan. As previously reported by The Troubled Company Reporter, the Debtors, in December, filed a joint plan and disclosure statement, which contemplate, among other things, (A) new money investments by the New Investors in exchange for a combination of preferred and common equity, (B) the conversion of the Prepetition LP Facility Claims into new second lien debt obligations, (C) the repayment in full, in cash, of the Inc. Facility Prepetition Inc. Facility NonSubordinated Claims immediately following confirmation of the Plan, (D) the payment in full, in cash, of LightSquared's general unsecured claims, (E) the provision of $1.25 billion in new money working capital for the Reorganized Debtors, (F) the assumption of certain liabilities, (G) the resolution of all inter-Estate disputes, and (H) the contribution by Harbinger of the Harbinger Litigations. MMR VENTURES: Court Dismisses 40 CPS' Interlocutory Appeal ---------------------------------------------------------- 40 CPS Associates, LLC, filed in the United States Bankruptcy Court for the Eastern District of New York a notice of appeal from an order of the bankruptcy court dated March 30, 2015, authorizing The Villano Family Limited Partnership and Christopher Villano to object "to any or all of the claims asserted against the estate of Debtor MMR Ventures, LLC, including the appellant's claim for payment of an administrative expense for post-petition rent and/or postpetition use and occupancy of certain real property by the Debtor. Judge Sandra J. Feuerstein of the United States District Court for the Eastern District of New York denied the appellant's motion for leave to file an interlocutory appeal and the appeal is dismissed. The case is 40 CPS ASSOCIATES, LLC, EASTERN DISTRICT OF NEW YORK Appellant, v. THE VILLANO FAMILY LIMITED PARTNERSHIP, CHRISTOPHER VILLANO, ALLAN B. MENDELSOHN, Chapter 7 Trustee, NEW YORK STATE DEPARTMENT OF TAXATION AND FINANCE, and UNITED STATES TRUSTEE, Appellees, NO. 15 CV 2055(SJF). A full-text copy of the Order dated November 23, 2015 is available at http://is.gd/ia5K7yfrom Leagle.com. 40 CPS Associates, LLC, Appellant, represented by Andrew Howard Sherman, Esq. -- asherman@sillscummis.com -- Sills Cummis & Gross P.C. & Lucas Free Hammonds, Esq. -- lhammonds@sillscummis.com -- Sills Cummis & Gross P.C. The Villano Family Limited Partnership, Appellee, represented by Douglas J. Pick, Esq. -- dpick@picklaw.net -- Pick & Zabicki, LLP & Eric C. Zabicki, Esq. -- ezabicki@picklaw.net -- Pick & Zabicki, LLP. Christopher Villano, Appellee, represented by Douglas J. Pick, Pick & Zabicki, LLP & Eric C. Zabicki, Pick & Zabicki LLP. Allan B. Mendelsohn, represented by Avrum J. Rosen, Esq. -- Law Offices of Avrum J. Rosen & Fred S. Kantrow, Esq. -- Law Offices of Avrum J. Rosen, PLLC. New York State Department of Taxation and Finance, Appellee, represented by Josh Russell, New York State Department of Taxation & Finance. United States Trustee, Appellee, represented by Christine Black, Office of the U.S. Trustee & Stan Yuon Yang, Office of US Trustee. MPLX LP: S&P Raises CCR From 'BB' on Merger Completion ------------------------------------------------------ Standard & Poor's Ratings Services said it raised its corporate credit and senior unsecured issue ratings on MarkWest Energy Partners L.P. to 'BBB-' from 'BB' and removed them from CreditWatch with positive implications where S&P placed them on July 13, 2015. The outlook is stable. The 'BBB-' senior secured debt rating on MarkWest remains unchanged. At the same time, S&P affirmed the 'BBB-' corporate credit rating on MPLX L.P. with a stable outlook. U.S. midstream-energy master limited partnership MPLX L.P. has completed its acquisition of MarkWest Energy Partners L.P. in a unit-for-unit transaction that includes the assumption of debt. MarkWest, formerly an independent publicly traded master limited partnership, will become a wholly owned subsidiary of MPLX, which S&P considers to be a core subsidiary. S&P bases the ratings of the combined partnership on a "satisfactory" business risk profile and "significant" financial risk profile. S&P believes the acquisition will enable the pro forma partnership to finance its significant capital requirements through MPLX's lower cost of capital and the support of its strong sponsor, Marathon Petroleum Corp., which MarkWest couldn't do on its own due to balance-sheet constraints. S&P expects the combined partnership to have EBITDA of about $1.5 billion, debt to EBITDA of about 4x, and EBITDA interest coverage of about 5.5x in 2016. The acquisition adds significant scale and geographic diversity, but also adds volume- and commodity-related risks to MPLX's current fee-based, take-or-pay cash flows. "However, MarkWest's commodity exposure is small, accounting for about 10% of 2015's operating margin; also, both the remaining cash flows and volumes from the Marcellus and Utica shale gas-producing regions continue to increase significantly despite depressed prices for natural gas and natural gas liquids," said Standard & Poor's credit analyst Michael Grande. S&P also believes MarkWest's strong competitive position in the Marcellus and Utica shales will provide additional growth opportunities for the combined partnership because MarkWest's existing asset footprint overlaps with Marathon's and MPLX's existing refining and logistics assets in the region (MPLX's proposed Cornerstone Pipeline originates at the Cadiz stabilization facility, which is owned by MarkWest and its joint-venture partner). Based on the partnership's improved business risk profile, MPLX's stand-alone credit profile has improved to 'bb+' from 'bb'. The stable outlook reflects S&P's belief that MPLX will successfully integrate the acquisition and maintain total debt to EBITDA of about 4x and adequate liquidity as it funds organic growth and acquires assets from Marathon. PENINSULA GAMING: S&P Hikes Rating on $825MM Term Loan Debt to BB- ------------------------------------------------------------------ Standard & Poor's Ratings Services raised its issue-level rating on U.S. gaming operator Boyd Gaming Corp.'s subsidiary, Peninsula Gaming LLC's $825 million term loan facility to 'BB-' from 'B+' and revised the recovery rating on this debt to '1' from '2'. The '1' recovery rating indicates S&P's expectation for very high (90% to 100%) recovery in the event of a payment default. S&P revised the recovery rating to reflect a lower estimated amount of secured debt outstanding at default than it assumed in its previous analysis. The lower balances under the term loan facility are largely the result of mandatory and voluntary debt repayments. In the first nine months of 2015, Peninsula repaid approximately $77 million of term loan debt. S&P's 'B' corporate credit rating on Boyd Gaming and other ratings on the company and Peninsula remain unchanged. The rating outlook is stable. RATINGS LIST Boyd Gaming Corp. Corporate Credit Rating B/Stable/-- Upgraded; Recovery Rating Revised Peninsula Gaming LLC To From Senior Secured BB- B+ Recovery Rating 1 2 PHOENIX COYOTES: Ex-Owner Looks to Undo NHL's Win on Team Debt -------------------------------------------------------------- Jeff Zalesin at Bankruptcy Law360 reported that former Phoenix Coyotes owner Jerry Moyes said Nov. 27, 2015, that an Arizona federal judge was wrong to put him on the hook for some debts the NHL acquired when it bought the team out of bankruptcy, arguing that the judge overlooked the value the league received from its purchase. Mr. Moyes, his wife, Vickie, and their family trust asked U.S. District Judge G. Murray Snow to reconsider part of his Nov. 12 decision, which allowed the NHL to recover compensation including debts the Coyotes once owed. About the Phoenix Coyotes The Phoenix Coyotes -- http://www.PhoenixCoyotes.com-- are one of 30 teams that play in the National Hockey League. The Coyotes are based in Glendale, Arizona and play their home games at Jobing.com Arena. The Coyotes have qualified for the playoffs for the past three years and in 2011-12, the team won the Pacific Division title and reached the Western Conference Final for the first time in franchise history. On the ice, the Coyotes are led by Captain Shane Doan, goaltender Mike Smith and standout defensemen Keith Yandle and Oliver Ekman-Larsson. Off the ice, the club is a model of consistency under the guidance of President & COO Mike Nealy, General Manager Don Maloney (2009-10 GM of the Year), and Head Coach Dave Tippett (2009-10 Jack Adams Award winner as the NHL's top coach). About Coyotes Hockey Dewey Ranch Hockey LLC, Arena Management Group, LLC, Coyotes Holdings, LLC, and Coyotes Hockey, LLC -- owners and affiliates of the Phoenix Coyotes team of the National Hockey League -- filed for Chapter 11 protection (Bankr. D. Ariz. Case No. 09-09488) on May 5, 2009. The Debtors were represented by Squire, Sanders & Dempsey, LLP, in Phoenix, and estimated their assets and debts to be between $100 million and $500 million. In the third quarter of 2009, Judge Redfield T. Baum approved the sale of the Phoenix Coyotes to the National Hockey League, which acquired the team to quash a plan by Research-In-Motion founder Jim Balsillie to move the team to Ontario, Canada. Coyotes Hockey was sent to Chapter 11 to effectuate a sale by owner Jerry Moyes to Mr. Balsillie. The NHL acquired the team for $140 million in October 2009 and said it wants to sell the team for $170 million. The city of Glendale, Arizona, owns Jobing.com Arena, where the team plays. In September 2010, the Bankruptcy Court rejected a motion to impose a trustee or convert the case to a Chapter 7 liquidation. PLOVER APPETIZER: Jan. 20 Combined Plan, Disclosures Hearing ------------------------------------------------------------ Judge Kevin Gross of the U.S. Bankruptcy Court for the District of Delaware on Dec. 4, 2015, approved, on a conditional basis, the Combined Disclosure Statement and Plan for Plover Appetizer Co., f/k/a Golden County Foods, Inc., and et al., for solicitation purposes. In order to be counted as votes to accept or reject the Combined Disclosure Statement and Plan, all Ballots must be received no later than Jan. 13, 2016. The Confirmation Hearing is scheduled for Jan. 20, at 10:00 a.m. (EST). Objections to confirmation of the Combined Disclosure Statement and Plan on any ground, including adequacy of the disclosures, must be submitted no later than Jan. 13. About Plover Appetizer Co. Golden County and its affiliates GCF Franchisee, Inc., and GCF Holdings II, Inc., filed separate Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 15-11062 to 15-11064) on May 15, 2015. The Debtors estimated assets and debts at $10 million to $50 million. Mark D. Collins, Esq., and Tyler D. Semmelman, Esq., at Richards, Layton & Finger, P.A., represent the Debtor in their restructuring effort. The Debtors also hired Neligan Foley LLP as local counsel. The U.S. Trustee for Region 3 appointed seven creditors to serve on the Official Committee of Unsecured Creditors. The Committee selected Lowenstein Sandler LLP and Gellert Scali Busenkell & Brown, LLC, to serve as its co-counsel, and GlassRatner Advisory & Capital Group to serve as its financial advisor. QUIKSILVER INC: PJT Partners Approved as Panel's Investment Banker ------------------------------------------------------------------ The U.S. Bankruptcy Court for the District of Delaware authorized the Official Committee of Unsecured Creditors in the Chapter 11 cases of Quiksilver Inc., et al., to retain PJT Partners Inc. as its investment banker nunc pro tunc to Sept. 29, 2015. PJT is expected to, among other things: a) assist in the evaluation of the Debtors' long-term business plan and related financial projections; b) assist in the development of financial data, analyses and presentations to the Committee; c) analyze the Debtors' financial liquidity and evaluate alternatives to improve the liquidity; d) analyze various restructuring scenarios and the potential impact of these scenarios on the recoveries of unsecured creditors; and e) evaluate the Debtors' debt capacity and alternative capital structures. PJT will be compensated: 1. a monthly fee of $150,000 in cash; 2. an additional fee equal to $2,000,000; and 3. reimbursement of all reasonable out-of-pocket expenses incurred during the engagement. Michael J. Genereux, a partner in the Restructuring and Special Situations Group at PJT, assured the Cort that PJT is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. 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: PJT Partners Okayed as Panel's Financial Advisor ---------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized the Official Committee of Unsecured Creditors in the Chapter 11 cases of Quiksilver Inc., et al., to retain PJT Partners Inc. as its investment banker nunc pro tunc to Sept. 29, 2015. PJT is expected to, among other things: a) assist in the evaluation of the Debtors' long-term business plan and related financial projections; b) assist in the development of financial data, analyses and presentations to the Committee; c) analyze the Debtors' financial liquidity and evaluate alternatives to improve the liquidity; d) analyze various restructuring scenarios and the potential impact of these scenarios on the recoveries of unsecured creditors; and e) evaluate the Debtors' debt capacity and alternative capital structures. PJT will be compensated: 1. a monthly fee of $150,000 in cash; 2. an additional fee equal to $2,000,000; and 3. reimbursement of all reasonable out-of-pocket expenses incurred during the engagement. Michael J. Genereux, a partner in the Restructuring and Special Situations Group at PJT, assured the Cort that PJT is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. Retention of Province The Court has authorized the Committee to retain Province Inc. as its financial advisor effective as of Sept. 22, until Oct. 5. On Sept. 28, the U.S. Trustee appointed two additional Committee members, and shortly thereafter, the Committee voted to replace Province with PJT Partners Inc. In a declaration in support of the application, Paul Huygens assured the Court that Province Inc. is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. 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: Plan Goes to Jan. 27 Confirmation Hearing --------------------------------------------------------- Judge Brendan L. Shannon of the U.S. Bankruptcy Court for the District of Delaware on Dec. 4, 2015, approved the Disclosure Statement explaining Quiksilver, Inc., et al.'s Second Amended Joint Chapter 11 Plan of Reorganization, and scheduled the confirmation hearing for Jan. 27, 2015, at 9:30 a.m. The voting deadline for the Plan is Jan. 14, 2016. The Court has established Jan. 14 as the deadline for filing objections to the Confirmation of the Plan. The Official Committee of Unsecured Creditors relates that, subsequent to the filing of the Amended Disclosure Statement and cognizant of the Court's views regarding the purpose of the disclosure statement process, the Committee has worked cooperatively with the Debtors to attempt to resolve its concerns regarding the adequacy of the information contained in the Amended Disclosure Statement. The Committee tells the Court that it expects to resolve fully its disclosure-related concerns through the inclusion of three inserts that broadly address the validity of the Debtors': (i) conclusion regarding Total Enterprise Value; (ii) assumption as to the value allocable to the Unencumbered Foreign Equity; and (iii) assumption as to the amount of any diminution claim that may be asserted by the holders of Secured Notes and granted by this Court. The Disclosure Statement provides that on the effective date, Reorganized Quiksilver will issue new common stock to be distributed as follows: (a) first, 22% to holders of Allowed Secured Notes Claims; (b) second, up to 74% 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 $221 million. The Reorganized Debtors' debt at emergence will comprise of the following: (i) the Exit Facility of up to $120 million, (ii) an estimated EUR150 million of Euro Notes, and (iii) $48 million of European lines of credit and other borrowing facilities. At emergence, the Reorganized Debtors anticipate having liquidity of approximately $40 million due to a combination of cash-on-hand and availability under the Exit Facility. Holders of Class 4 - Secured Notes Claims are expected to recover 16.4-17.4%. Holders of Class 5-A - Unsecured Notes Claims are expected to recover 4.5%, while holders of Class 5-B General Unsecured Claims are expected to recover 4.5%. A full-text copy of the Disclosure Statement dated Dec. 4, 2015, is available at http://bankrupt.com/misc/QSIds1204.pdf The Committee is represented by David B. Stratton, Esq., David M. Fournier, Esq., and John H. Schanne II, Esq., at Pepper Hamilton LLP, in Wilmington, Delaware; and Michael S. Stamer, Esq., Abid Qureshi, Esq., and Meredith A. Lahaie, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York. 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 U.S. trustee overseeing the Chapter 11 cases of Quiksilver Inc. and its affiliates appointed seven members to the official committee of unsecured creditors. RELATIVITY MEDIA: Wants to Use Ultimates Cash Collateral -------------------------------------------------------- Relativity Fashion, LLC, and its affiliated debtors ask the U.S. Bankruptcy Court for the Southern District of New York for authorization to use Ultimates Cash Collateral as working capital to assist with the funding process necessary to proceed to a confirmed plan of reorganization. The Debtors note that following a film's theatrical release, the value of the future cash flows for the film in all media, referred to as the "Ultimates", serves as collateral for a loan facility to fund a studio's operations. The Debtors relate that Debtor RMLDD Financing, LLC ("RMLDD") entered into the Ultimates Credit Agreement with CIT Bank, N.A., formerly known as OneWest Bank, N.A., as administrative agent, the Ultimates Lenders and the Guarantors. The Debtors further relate that the Ultimates Credit Agreement provided RMLDD with a secured revolving credit facility for up to $202.5 million ("CIT Ultimates Facility") and that the facility was syndicated to Barclays Bank PLC, City National Bank, Comerica Bank, First Republic Bank, Bank Hapoalim B.M. and Wilshire Bank ("Ultimates Lenders"). The Debtors tell the Court that the CIT Ultimates Facility matured on May 30, 2015 and that on June 26, 2015, a reservation of rights and notice of default was sent by the Ultimates Agent to RMLDD. The Debtors further tell the Court that the CIT Ultimates Collateral includes all of the Ultimates Credit Parties' cash, including the cash in their deposit accounts, wherever located, whether as original collateral or proceeds of prepetition collateral ("CIT Cash Collateral"). The Debtors relate that as of Nov. 30, 2015, they estimate that approximately $29,983,074, inclusive of accrued interest and professional fees, is outstanding under the CIT Ultimates Facility. The Debtors further relate that as of Nov. 15, 2015, approximately $33.7 million has accumulated in the CIT Cash Collateral Accounts. The Debtors do not anticipate that more than $450,000 in interest and $355,000 in professional fees will accrue under the Ultimates Facility during the Cash Collateral Period. They seek authority to cap the amount of funds accruing in the CIT Cash Collateral Accounts at $31 million during the Cash Collateral Period, and seek authority to use the cash in the CIT Cash Collateral Accounts that exceeds $31 million and the future proceeds generated from the Ultimates during the Cash Collateral Period to fund their operations during the remainder of their cases. The Debtors relate that the Ultimates Agent and the Guilds, which assert competing first priority senior secured interests in the Ultimates Cash Collateral, are adequately protected, regardless of priority. The Debtors further relate that the Debtors' chapter 11 plan of reorganization provides for the payment of the allowed secured claims of both the Ultimates Lenders and the Guilds in full. The Guilds consist of guilds and unions who represent the writers, directors, performers and other similar persons who are involved in the films produced by the Debtors, and include the Directors Guild of America, Inc., Screen Actors Guild-American Federation of Television and Radio Artists, and the Writers Guild of America West, Inc. for itself and on behalf of its affiliate Writers Guild of America, East, Inc. The Debtors' Motion is scheduled for hearing on Dec. 9, 2015 at 11:00 a.m. Relativity Media is represented by: Richard L. Wynne, Esq. Bennett L. Spiegel, Esq. Lori Sinanyan, Esq. JONES DAY 222 East 41st Street New York, NY 10017 Telephone: (212)326-3939 Facsimile: (212)755-7306 E-mail: rlwynne@jonesday.com blspiegel@jonesday.com lsinanyan@jonesday.com - and - Craig A. Wolfe, Esq. Malani J. Cademartori, Esq. Blanka K. Wolfe, Esq. SHEPPARD, MULLIN, RICHTER & HAMPTON LLP 30 Rockefeller Plaza New York, NY 10112 Telephone: (212)653-8700 Facsimile: (212)653-8701 E-mail: cwolfe@sheppardmullin.com mcademartori@sheppardmullin.com bwolfe@sheppardmullin.com About Relativity Relativity -- http://relativitymedia.com/-- is a next-generation global media company engaged in multiple aspects of content production and distribution, including movies, television, sports, digital and music. More than just a collection of entertainment-related businesses, Relativity is a content engine with the ability to leverage each of these business units, independently and together, to create content across all mediums, giving consumers what they want, when they want it. Relativity Studios, the Company's largest division, has produced, distributed or structured financing for more than 200 motion pictures, generating more than $17 billion in worldwide box-office revenue and earning 60 Oscar nominations. Relativity's films include Oculus, Safe Haven, Act of Valor, Immortals, Limitless, and The Fighter. Relativity Media LLC and its affiliates, including Relativity Fashion, LLC, sought protection under Chapter 11 of the Bankruptcy Code on July 30, 2015 (Bankr. S.D.N.Y., Case No. 15-11989). The case is assigned to Judge Michael E. Wiles. The Debtors are represented by Craig A. Wolfe, Esq., Malani J. Cademartori, Esq., and Blanka K. Wolfe, Esq., at Sheppard Mullin Richter & Hampton LLP, in New York; and Richard L. Wynne, Esq., Bennett L. Spiegel, Esq., and Lori Sinanyan, Esq., at Jones Day, in New York. Brian Kushner of FTI Consulting, Inc., serves as chief restructuring officer and crisis and turnaround manager. Luke Schaeffer of FTI Consulting, Inc., serves as deputy CRO. Blackstone Advisory Partners L.P. serves as the Debtors' investment banker. The team is led by Timothy Coleman, Senior Managing Director, CJ Brown, Senior Managing Director, Paul Sheaffer, Vice President, and Joseph Goldschmid, Associate. The Debtors' noticing and claims agent is Donlin, Recano & Company, Inc. * * * 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. After selling their TV business, the Debtors filed a proposed plan of reorganization that will allow the Debtors to reorganize their non-TV business units with a substantially de-levered balance sheet utilizing new equity investments and new financing. 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. RGIS SERVICES: Moody's Lowers CFR to Caa1, Outlook Negative ----------------------------------------------------------- Moody's Investors Service downgraded the ratings of RGIS Services, LLC, including the company's Corporate Family Rating to Caa1 from B3, Probability of Default Rating to Caa2-PD from Caa1-PD, and senior secured credit facilities rating to Caa1 from B3. The rating outlook is negative. The downgrade reflects the decreased probability that RGIS will be able to refinance its 2017 maturities without principal impairment or in a manner that Moody's doesn't deem a distressed exchange. In Moody's view, following the acceleration of EBITDA declines in Q3 2015, the likelihood of near term performance improvement, which is needed to position RGIS for a timely and economical refinancing, has diminished. During the quarter, the negative trends in contract price, wages, customer mix and retailer inventories more than offset productivity improvements that the company implemented. The international segment, which had positive trends in the first half of 2015, also experienced declining EBITDA margins. The negative outlook reflects the risk that RGIS may not be able to stabilize its operating performance over the next several quarters. Moody's took these rating actions on RGIS Services, LLC: -- Corporate Family Rating, downgraded to Caa1 from B3 -- Probability of Default Rating, downgraded to Caa2-PD from Caa1-PD -- $60 million senior secured revolver due 2017, downgraded to Caa1 (LGD3) from B3 (LGD3) -- $6 million senior secured term loan B due 2016, downgraded to Caa1 (LGD3) from B3 (LGD3) -- $525 million senior secured term loan C due 2017, downgraded to Caa1 (LGD3) from B3 (LGD3) -- Outlook is Negative RATINGS RATIONALE RGIS' Caa1 CFR primarily reflects the company's ongoing earnings contraction, which unless reversed, may prevent the company from successfully refinancing its upcoming debt maturities in 2017. The company has experienced pricing pressure on domestic and, to a lesser extent, international inventory counting services, which has resulted in meaningful EBITDA contraction since 2011. Beginning in 2014, RGIS has also been challenged by U.S. labor cost increases. In addition, the company's revenues are vulnerable to the secular decline of retail customers' inventory levels as a result of the shift to ecommerce. The new management team is implementing productivity and cost reduction initiatives, which could stabilize the business. However, given existing industry headwinds, a sustained earnings stabilization and recovery would be difficult to achieve before bank debt maturing in 2017 becomes current. Moody's expectation for RGIS to continue to generate positive (although substantially diminished) free cash flow generation provides key support to the rating, particularly because it could allow for refinancing at increased interest rates. The company's balance sheet cash and credit metrics, including debt/EBITDA in the mid-6 times range and EBITA/interest expense in the high-1 times range (Moody's-adjusted, as of Sept. 30, 2015), are also credit positive. Moody's believes that the value of the business is supported by the mandated nature of inventory counting services, RGIS' long-standing relationships with its largest customers, leading market share and national footprint in the U.S., and meaningful international diversification. While Moody's expects the company's liquidity to be adequate over the next 12-18 months, it will deteriorate as the revolver and term loan maturities approach in May and October 2017, respectively. Moody's anticipates that RGIS will generate positive free cash flow and have solid cash balances, but tightening covenant cushion. The ratings could be downgraded if the company does not stabilize its operating performance in the next several quarters. A deterioration in liquidity, such as lower free cash flow generation or revolver borrowings, could also pressure the rating. In addition, the ratings could be downgraded if the company fails to refinance its debt at par in a timely or economical manner, or undertakes a capital structure modification that Moody's considers a distressed exchange. The outlook could revert back to stable if the company demonstrates a meaningful reversal in its operating performance and maintains at least an adequate liquidity profile, including positive free cash flow, full availability on the revolver, and covenant compliance. An upgrade in the near term is unlikely until the company addresses its upcoming maturities. RGIS Services, LLC, a wholly-owned subsidiary of RGIS Holdings, LLC, provides inventory counting services primarily to retailers in North America, Europe, South America, and Asia. Revenues for the twelve months ended Sept. 30, 2015, were approximately $627 million, with about 38% generated outside the US. The company has been majority-owned by the Blackstone Group since 2007. The principal methodology used in these ratings was Business and Consumer Service Industry published in December 2014. ROPER AND TWARDOWSKY: Case Summary & 4 Top Unsecured Creditors -------------------------------------------------------------- Debtor: Roper and Twardowsky, LLC 77 Jefferson Place Totowa, NJ 07512 Case No.: 15-32878 Chapter 11 Petition Date: December 4, 2015 Court: United States Bankruptcy Court District of New Jersey (Newark) Judge: Hon. Stacey L. Meisel Debtor's Counsel: Vincent Commisa, Esq. 20 Manger Road West Orange, NJ 07052 Tel: (973) 821-7722 Fax: (973) 521-5121 Email: vcommisa@vdclaw.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Angela M. Roper , managing member. A list of the Debtor's four largest unsecured creditors is available for free at http://bankrupt.com/misc/njb15-32878.pdf SABINE OIL: Creditors Committee Seeks Derivative Standing to Sue ---------------------------------------------------------------- The Official Committee of Unsecured Creditors in Sabine Oil & Gas Corp.'s Chapter 11 case asks the U.S. Bankruptcy Court for the Southern District of New York for authority to commence and prosecute certain claims and causes of action on behalf of the Debtors' estates, as well as non-exclusive authority to settle such claims on behalf of the Debtors' estates. The Creditors Committee relates that the causes of action that the Committee seeks standing to pursue fall into three general categories, ranging from complex fraudulent conveyance actions associated with the ill-fated December 2014 merger ("Combination") between Forest Oil Corporation ("Legacy Forest") and Sabine Oil & Gas LLC ("Legacy Sabine") to more ordinary course actions that are commonplace in chapter 11 proceedings. The Committee seeks standing to: (1) Pursue constructive fraudulent conveyance litigation against the Debtors' current and former secured lenders in connection with obligations incurred, liens transferred and payments made in connection with or related to the Combination; (2) Commence litigation against the Debtors' prepetition secured lenders for a determination that the Debtors' cash on hand as of the Petition Date did not constitute such lenders' collateral; and (3) Commence litigation against the Debtors' prepetition secured lenders to (i) avoid as preferential transfers certain liens granted to such lenders during the 90-day period prior to the Petition Date; (ii) avoid and recover payments made on the Debtors' prepetition first lien indebtedness from proceeds of terminated swap transactions; and (iii) determine the extent of the secured lenders' interests in certain of the Debtors' oil and gas properties. The Committee asserts that all of the requirements for granting it derivative standing to pursue these causes of action on behalf of the applicable Debtors' estates have been satisfied. The Committee further asserts that prosecution of these causes of action is critical because the resolution of the issues associated therewith will, among other things, (a) reduce or eliminate substantial debt obligations at the applicable Debtor entities for claims incurred and liens granted in connection with the Combination, and (b) produce a substantial recovery source for unsecured creditors in the cases. The Bank of New York Mellon Trust Company, N.A., joins the Committee's motion. The Bank relates that prior to the Combination, Legacy Sabine and its subsidiaries were jointly and severally liable on approximately $1.619 billion in funded debt obligations consisting of (i) the Legacy Sabine Unsecured Notes, with $350 million in principal amount outstanding, (ii) the Legacy Sabine RBL Facility, with $619 million in principal amount outstanding; and (iii) the Second Lien Loan, with $650 million in principal amount outstanding. The Bank further relates that at the time of the Combination and the Debt Financing, Legacy Forest, Legacy Sabine and each of the Legacy Sabine Subsidiaries were insolvent and the Legacy Sabine Subsidiaries received no consideration, and certainly less than reasonably equivalent value, in exchange for the incurrence of obligations in excess of the Legacy Sabine Debt and the transfer of related liens. The Bank joins in the Committee's Motion and requests authority along with the Committee to prosecute the Proposed Claims contained in the Committee's Proposed Complaint for Constructive Fraudulent Conveyance and Related Relief` Complaint against the Secured Parties, on behalf of the Legacy Sabine Subsidiaries' estates, for constructive fraudulent conveyance and related relief. The Official Committee of Unsecured Creditors is represented by: Mark R. Somerstein, Esq. Keith H. Wofford, Esq. D. Ross Martin, Esq. ROPES & GRAY LLP 1211 Avenue of the Americas New York, NY 10036-8704 Telephone: (212)596-9000 Facsimile: (212)596-9090 E-mail: mark.somerstein@ropesgray.com keith.wofford@ropesgray.com ross.martin@ropesgray.com The Bank of New York Mellon Trust Company, N.A., as Trustee under the 2017 Notes Indenture, is represented by: Daniel H. Golden, Esq. Philip C. Dublin, Esq. Sara L. Brauner, Esq. AKIN GUMP STRAUSS HAUER & FELD LLP One Bryant Park New York, NY 10036 Telephone: (212)872-1000 Facsimile: (212)872-1002 E-mail: dgolden@akingump.com pdublin@akingump.com sbrauner@akingump.com - and - Edward P. Zujkowski, Esq. Thomas A. Pitta, Esq. EMMET, MARVIN & MARTIN, LLP 120 Broadway, 32nd Floor New York, NY 10271 Telephone: (212)238-3000 Facsimile: (212)238-3100 E-mail: ezujkowski@emmetmarvin.com tpitta@emmetmarvin.com About Sabine Oil & Gas Corporation Sabine Oil & Gas Corp. is an independent energy company engaged in the acquisition, production, exploration, and development of onshore oil and natural gas properties in the U.S. The Company's current operations are principally located in the Cotton Valley Sand and Haynesville Shale in East Texas, the Eagle Ford Shale in South Texas, the Granite Wash in the Texas Panhandle, and the North Louisiana Haynesville. The Company operates, or has joint working interests in, approximately 2,100 oil and gas production sites (approximately 1,800 operating and approximately 315 non-operating) and has approximately 165 full-time employees. Sabine Oil and its affiliated entities sought Chapter 11 Protection (Bankr. S.D.N.Y. Lead Case No. 15-11835) in Manhattan on July 15, 2015. The Debtors have engaged Kirkland & Ellis LLP and Kirkland & Ellis International LLP, as counsel; Lazard Freres & Co. LLC, as investment banker and Prime Clerk LLC as notice, claims and balloting agent. The Debtors also tapped Zolfo Cooper Management, LLC, to provide Jonathan A. Mitchell as CRO and other additional personnel. The U.S. Trustee for Region 2 appointed five creditors to serve on the official committee of unsecured creditors. The Committee is represented by Mark R. Somerstein, Esq., Keith H. Wofford, Esq., and D. Ross Martin, Esq., at Ropes & Gray LLP as their counsel. The Committee is also hiring Blackstone Advisory Partners L.P. as investment banker; and Berkeley Research Group, LLC as financial advisor. SABINE OIL: Forest Notes Trustees Seek Standing to Sue ------------------------------------------------------ Wilmington Savings Fund Society, FSB, as indenture trustee of the Forest Oil 7.25% Unsecured Notes due 2019, and Delaware Trust Company, as indenture trustee for the Forest Oil 7.5% Unsecured Notes due 2020 ask the U.S. Bankruptcy Court for the Southern District of New York for derivative standing to prosecute and, if appropriate, settle certain claims on behalf of the estate of Sabine Oil & Gas Corporation, f/k/a Forest Oil, Inc. ("Forest Oil/SOGC"). The Forest Notes Trustees contend that the consensus among the creditors of Forest Oil is that the December 2014 combination of Forest Oil and Sabine Oil & Gas LLC involved fraudulent transfers and gave rise to substantial causes of action for avoidance and reallocation of value within the Debtors' estates. They further contend that the Forest Oil/SOGC estate holds colorable claims for fraudulent transfer that have the potential, through the Debtors' powers of avoidance and other remedies available to them, to achieve an equitable adjustment of value entitlements as among the Debtors’ creditors, none of which the Debtors are willing to assert. These claims include: A. Against the First Lien Lenders for: (i) avoidance of liens granted on Forest Oil assets to secure the portion of the First Lien RBL that was used to refinance the Sabine RBL; (ii) avoidance of the obligations incurred by Forest Oil/SOGC under the First Lien RBL to the extent of the value set forth in (i); (iii) avoidance and recovery of Forest Oil/SOGC’s transfer of $205.8 million of cash to the First Lien Lenders, on or about December 18, 2014, in partial satisfaction of the amount outstanding under the First Lien RBL; and (iv) avoidance (for the benefit of the Forest Oil/SOGC estate) of the liens on Sabine O&G's former direct and indirect subsidiaries ("Sabine OpCo") assets the Sabine OpCos granted the First Lien Lenders, and the recovery of the value of those liens for the benefit of the Forest Oil/SOGC estate. B. Against the Second Lien Lenders for: (i) avoidance of the obligations incurred by Forest Oil/SOGC under the Second Lien Loan; and (ii) avoidance (for the benefit of the Forest Oil/SOGC estate) of the liens on Sabine OpCo assets the Sabine OpCos granted the Second Lien Lenders, and the recovery of the value of those liens for the benefit of the Forest Oil/SOGC estate. C. Against the pre-Combination Sabine Lenders for: (i) recovery of the value of the liens on Forest Oil assets granted to the First Lien Lenders to secure the repayment of the Sabine RBL, which liens are avoidable as fraudulent transfers and were granted for the benefit of the Sabine Lenders. The Forest Notes Trustees on behalf of Debtor Forest Oil/SOGC, seek standing to bring constructive fraudulent transfer claims against the First Lien Lenders for (i) avoidance of the liens granted on Forest Oil assets to secure the portion of the First Lien RBL that was used to refinance the Sabine RBL; (ii) avoidance of the obligations incurred by Forest Oil/SOGC under the First Lien RBL to the extent of the value set forth in (i); (iii) avoidance of Forest Oil/SOGC's transfer of $205.8 million of cash to the First Lien Lenders, on or about Dec. 18, 2014, in partial satisfaction of the amount outstanding under the First Lien RBL. The Forest Notes Trustees also seek standing to bring constructive fraudulent transfer claims against the Second Lien Lenders for avoidance of the obligations incurred by Forest Oil/SOGC under the Second Lien Loan. Finally, the Forest Notes Trustees seek standing to bring constructive fraudulent transfer claims against the Sabine Lenders for recovery of the value of the liens on Forest Oil assets granted to the First Lien Lenders to secure the repayment of the Sabine RBL, which liens are avoidable as fraudulent transfers and were granted for the benefit of the Sabine Lenders. Wilmington Savings Fund Society and Delaware Trust Company are represented by: Robert J. Stark, Esq. May Orenstein, Esq. Daniel J. Saval, Esq. BROWN RUDNICK LLP Seven Times Square New York, NY 10036 Telephone: (212)209-4800 Facsimile: (212)209-4801 E-mail: rstark@brownrudnick.com morenstein@brownrudnick.com dsaval@brownrudnick.com - and - Jeffrey L. Jonas, Esq. James W. Stoll, Esq. BROWN RUDNICK LLP One Financial Center Boston, MA 02111 Telephone: (617)856-8200 Facsimile: (617)856-82010 E-mail: jjonas@brownrudnick.com jstoll@brownrudnick.com About Sabine Oil & Gas Corporation Sabine Oil & Gas Corp. is an independent energy company engaged in the acquisition, production, exploration, and development of onshore oil and natural gas properties in the U.S. The Company's current operations are principally located in the Cotton Valley Sand and Haynesville Shale in East Texas, the Eagle Ford Shale in South Texas, the Granite Wash in the Texas Panhandle, and the North Louisiana Haynesville. The Company operates, or has joint working interests in, approximately 2,100 oil and gas production sites (approximately 1,800 operating and approximately 315 non-operating) and has approximately 165 full-time employees. Sabine Oil and its affiliated entities sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 15-11835) in Manhattan on July 15, 2015. The Debtors have engaged Kirkland & Ellis LLP and Kirkland & Ellis International LLP, as counsel; Lazard Freres & Co. LLC, as investment banker and Prime Clerk LLC as notice, claims and balloting agent. The Debtors also tapped Zolfo Cooper Management, LLC, to provide Jonathan A. Mitchell as CRO and other additional personnel. The U.S. Trustee for Region 2 appointed five creditors to serve on the official committee of unsecured creditors. The Committee is represented by Mark R. Somerstein, Esq., Keith H. Wofford, Esq., and D. Ross Martin, Esq., at Ropes & Gray LLP as their counsel. The Committee is also hiring Blackstone Advisory Partners L.P. as investment banker; and Berkeley Research Group, LLC as financial advisor. SANDERS NURSERY: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: Sanders Nursery & Distribution Center, Inc. 3050 S. Muskogee Ave POB 1836 Tahlequah, OK 74464 Case No.: 15-81312 Chapter 11 Petition Date: December 4, 2015 Court: United States Bankruptcy Court Eastern District of Oklahoma (Okmulgee) Judge: Hon. Tom R. Cornish Debtor's Counsel: Brandon Craig Bickle, Esq. GABLE & GOTWALS, P.C. 100 West Fifth Street 1100 ONEOK Plaza Tulsa, OK 74103 Tel: 918.595.4800 Fax: 918.595.4990 Email: bbickle@gablelaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Burl Berry, vice president. The Debtor did not include a list of its largest unsecured creditors when it filed the petition. SEA ISLAND: Kings Point POA Given 10 Days to Amend Responses ------------------------------------------------------------ Judge John S. Dalis of the United States Bankruptcy Court for the Southern District of Georgia, Brunswick Division, ordered Kings Point Property Owners Association Inc. to submit its amended responses to the Liquidation Trustee's Requests for Admission. As part of discovery, the Liquidation Trustee served its first set of requests for admission on Kings Point POA, to which Kings Point POA timely responded. However, the Liquidation Trustee challenged the sufficiency of individual responses made by Kings Point POA. The Liquidation Trustee's motion organized the challenged responses into three groups: Appendix A - Third-party diligence responses, challenged on the grounds that Kings Point POA did not make reasonable inquiry of the third parties identified in the requests Appendix B - Application of law to fact responses, challenged for containing improper conclusion- of-law objections Appendix C - Subsidiary issues responses, challenged for not fairly meeting the substance of the requests and because Kings Point POA cannot satisfy its burden of persuasion to justify its conclusion- of-law objections Judge Dalis found that Kings Point POA does not share an identity of interest with or have control over the third parties identified in Appendix A, and thus concluded that Kings Point POA's responses are sufficient. The judge also found that Kings Point POA's responses to the requests for admission set for in Appendix B are sufficient because Kings Point POA's responses here stand as denials. As to the responses to the requests for admission set forth in Appendix C, Judge Dalis found that Kings Point POA has appropriately admitted in part and denied in part each of its responses, and therefore the responses are sufficient. Judge Dalis, however, found insufficient Kings Point POA's responses to the requests numbered 34, 35, 47, 67, 68, 75, 90, 91, 104, and 114 and gave Kings Point POA 10 days to amend its insufficient responses. The case is IN RE SEA ISLAND COMPANY, et al. Chapter 11, Debtors. SEA ISLAND ACQUISITION LLC Movant v. ROBERT H. BARNETT, LIQUIDATION TRSUTEE UNDER THE SEA ISLAND LIQUIDATION TRUST, and KINGS POINT PROPERTY OWNERS ASSOCIATION INC. Respondents, CASE NO. 10-21034 (Bankr. S.D. Ga.). A full-text copy of Judge Dalis' November 25, 2015 opinion and order is available at http://is.gd/VhxvdZfrom Leagle.com. Sea Island Company, et al is represented by: Sarah R. Borders, Esq. Jeffrey R. Dutson, Esq. Sarah L. Taub, Esq. KING & SPALDING, LLP 1180 Peachtree Street Atlanta, GA 30309 Tel: (404) 572-4600 Fax: (404) 572-5100 Email: sborders@kslaw.com jdutson@kslaw.com -- and -- Robert M. Cunningham, Esq. HUNTER MACLEAN Bank of America Plaza 777 Gloucester Street, Suite 400 Brunswick, GA 31520 Tel: (912) 262-5996 Fax: (912) 279-0586 Email: rcunningham@huntermaclean.com -- and -- Harris Winsberg, Esq. TROUTMAN SANDERS LLP 600 Peachtree Street, NE Suite 5200 Atlanta, GA 30308 Tel: (404) 885-3000 Fax: (404) 885-3900 Email: harris.winsberg@troutmansanders.com Office of the U. S. Trustee, 11 is represented by: Matthew E. Mills, Esq. OFFICE OF THE US TRUSTEE Johnson Square Business Center Suite 725 2 East Bryan Street Savannah, GA 31401 Tel: (912) 652-4112 Fax: (912) 652-4123 Official Committee of Unsecured Creditors is represented by: David W. Adams, Esq. ELLIS, PAINTER, RATTERREE & ADAMS 2 East Bryan Street, 10th Floor Savannah, GA 31401 Tel: (912) 233-9700 Fax: (912) 233-2281 -- and -- Debi Evans Galler, Esq. BERGER SINGERMAN, PA 125 South Gadsden Street Suite 300 Tallahassee, FL 32301 Tel: (850) 561-3010 Fax: (850) 561-3013 Email: dgaller@bergersingerman.com -- and -- Jordi Guso, Esq. - miami Paul Steven Singerman, Esq. - miami BERGER SINGERMAN, PA 1450 Brickell Avenue Suite 1900 Miami, FL 33131 Tel: (305) 755-9500 Fax: (305) 714-4340 Email: jguso@bergersingerman.com singerman@bergersingerman.com About the Sea Island Company St. Simons Island, Georgia-based Sea Island Company -- http://www.seaisland.com/-- aka Sea Island Shooting School, Sea Island Yacht Club, Sea Island Stables, and Cabin Bluff, is a private resort and real estate development company founded in 1926. The Sea Island Company owned and operated Sea Island Resorts, featuring two of the world's most exceptional destinations: the Forbes Five-Star Cloister at Sea Island and The Lodge at Sea Island. The Sea Island Company filed for Chapter 11 protection on Aug. 10, 2010 (Bankr. S.D. Ga. Case No. 10-21034). The Debtor estimated its assets and debts at $500 million to $1 billion as of the Petition Date. Affiliates Sea Island Coastal Properties, LLC; Sea Island Services, Inc.; Sea Island Resort Residences, LLC; Sea Island Apparel, LLC; First Sea Island, LLC; and Sical, LLC, filed separate Chapter 11 petitions also on Aug. 10, 2010. Sarah R. Borders, Esq., Harris Winsberg, Esq., Sarah L. Taub, Esq., and Jeffrey R. Dutson, Esq., at King & Spalding LLP, assisted the Debtor in its restructuring effort. Robert M. Cunningham, Esq., at Gilbert, Harrell, Sumerford & Martin PC, served as the Debtor's co-counsel. FTI Consulting, Inc., acted as the Debtor's restructuring advisor. EPIQ Bankruptcy Solutions, LLC, acted as the Debtor's claims and notice agent. Donald F. Walton, the U.S. Trustee for Region 21, appointed seven members to the official committee of unsecured creditors in the case. The committee has retained Jordi Guso, Esq., at Berger Singerman, P.A. as its counsel. On Sept. 24, 2010, Debtor filed its Amended Chapter 11 Plan of Reorganization, and on Nov. 8, 2010, the Bankruptcy Court entered an order confirming the Plan. The Chapter 11 plan was based on an agreement to sell substantially all of the Debtor's assets to Sea Island Acquisition LP, a limited partnership formed by investment funds managed by the global investment firms Oaktree Capital Management, L.P., and Avenue Capital Group. The Debtor's remaining assets were transferred to a newly created trust where the Liquidation Trustee was to liquidate the property and distribute the proceeds to the Trust beneficiaries. Robert Barnett was named liquidating trustee. SIGNAL INTERNATIONAL: Needs Until Jan. 8 to Remove Actions ---------------------------------------------------------- Signal International, Inc., et al., ask the U.S. Bankruptcy Court for the District of Delaware to extend the period within which the Debtors may remove causes of action and related proceedings by approximately 90 days, through and including January 8, 2016, without prejudice to the rights of the Debtors and their estates to seek further extensions of the time within which to remove actions and related proceedings. The Debtors are represented by: M. Blake Cleary, Esq. Kenneth J. Enos, Esq. Jaime Luton Chapman, Esq. Travis G. Buchanan, Esq. YOUNG CONAWAY STARGATT & TAYLOR, LLP Rodney Square 1000 North King Street Wilmington, Delaware 19801 Telephone: (302) 571-6600 Facsimile: (302) 571-1253 Email: mbcleary@ycst.com kenos@ycst.com jchapman@ycst.com tbuchanan@ycst.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. Today, 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. SINO PAYMENTS: Auditor Expresses Going Concern Doubt ---------------------------------------------------- Sadler, Gibb & Associates, LLC, in a May 19, 2015 letter to the Board of Directors of Sino Payments, Inc., expressed substantial doubt about the company's ability to continue as a going concern. The firm audited the sheets of the company as of December 31, 2013 and the related statements of operations, stockholders' equity (deficit) and cash flows for the year ended. Sadler Gibb noted that the company had accumulated losses of $1,409,796 from inception up through December 31, 2013 "which raises substantial doubt about its ability to continue as a going concern." "The company has no generated significant revenues since inception and is unlikely to generate significant revenue or earnings in the immediate or foreseeable future," Sino Payments President and CEO Kenneth Tan and Secretary, Treasurer, and Principal Financial Officer Bella Tsang, in a regulatory filing with the U.S. Securities and Exchange Commission on November 3, 2015, said. "The continuation of the company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. "As at December 31, 2013, the company has not generated any revenues and has accumulated losses totaling $1,409,796 since inception. These factors raise substantial doubt regarding the company's ability to continue as a going concern." "Our Auditors included in the accompanying financial statements for fiscal year 2014 a going concern qualification due to accumulated losses, limited revenues and need for additional, possibly ongoing funding to sustain operations," Mr. Tan and Ms. Tsang said. "As such, our company may fail if there is continuation of sustained losses, a failure to attain increased revenues and profitability, and/or a need to receive additional funding to sustain operations and such financing is not available when needed and on affordable terms and conditions." "We believe that our cash on hand and cash flow from operations will meet our expected capital expenditure and working capital requirements for the next 12 months. However, we may in the future require additional cash resources due to changed business conditions, implementation of our strategy to expand our production capacity, sales, marketing and branding activities or other investments or acquisitions we may decide to pursue," Mr. Tan and Ms. Tsang pointed out. "If our own financial resources are insufficient to satisfy our capital requirements, we may seek to sell additional equity or debt securities or obtain credit facilities. The sale of additional equity securities could result in dilution to our stockholders. The incurrence of indebtedness would result in increased debt service obligations and could require us to agree to operating and financial covenants that would restrict our operations. Financing may not be available in amounts or on terms acceptable to us, if at all. Any failure by us to raise additional funds on terms favorable to us, or at all, could limit our ability to expand our business operations and could harm our overall business prospects." The company had a net income of $455,945 for the year ended December 31, 2014, compared to a net loss $208,614 for the year ended December 31, 2013. At December 31, 2014, the company had total assets of $2,591,432, total liabilities of $1,995,149, and total stockholders' equity of $596,283. A full-text copy of the company's annual report is available for free at: http://tinyurl.com/zha4fu7 A full-text copy of the company's quarterly report for the quarter ended June 30, 2014, is available for free at: http://tinyurl.com/jj96nru Based in Kowloon, Hong Kong, Sino Payments, Inc. is primarily engaged in providing credit and debit card processing services to multinational retailers in Asia. The company is also involved in the systems development and information technology business of Value Exchange Int'l. (China) Limited. SOUTHERN REGIONAL: Court Approves Joint Administration of Cases --------------------------------------------------------------- The Hon. Wendy L. Hagenau of the U.S. Bankruptcy Court for the Northern District of Georgia directed that the Chapter 11 cases of Southern Regional Health System, Inc., doing business as Southern Regional Medical Center, et al., be jointly administered under Case No. 15-64266. The joint administration of the case will be in relation to administrative matters only, in accordance with the provisions of Federal Rule of Bankruptcy Procedure 1015(b). About Southern Regional Health System Southern Regional Health System, Inc., owns the Southern Regional Medical Center, a 331-licensed bed full-service hospital located in Riverdale, Georgia. Managed by Emory Healthcare, Inc., the hospital serves residents throughout the region south of Atlanta. As a leader in neurologic, heart & vascular, bariatric, and women's healthcare services, Southern Regional's medical staff is comprise of more than 480 physicians that blend their passion for healing with advanced technology to offer the latest procedures and treatments. Southern Regional and its subsidiaries sought Chapter 11 protection (Bankr. N.D. Ga. Case No. 15-64266) on July 30, 2015, in Atlanta, Georgia. The cases are assigned to Judge Wendy L. Hagenau. Southern Regional Health System, Inc. disclosed total assets of $41,996,075 and total liabilities of $42,884,499. The Debtors' secured creditors are Gemino Healthcare Finance, LLC, and U.S. Foods, Inc. Gemino claims to be owed in excess of $10 million, while U.S. Foods has a $60,000 claim. The Debtors tapped Scroggins & Williamson, P.C., as bankruptcy attorneys, Nelson Mulins Riley & Scarborough LLP, as outside general counsel, and Kurtzman Carson Consultants LLC as claims and balloting agent. GGG Partners, LLC serves as financial advisors to the Debtors. The Official Committee of Unsecured Creditors tapped Lamberth, Cifelli, Ellis & Nason, P.A., and Pepper Hamilton, LLP, as attorneys. PricewaterhouseCoopers LLP serves as its financial advisors. * * * Prime Healthcare has submitted a letter of intent to purchase most of Southern Regional's assets, and would operate the hospital after the proposed sale. Prime has agreed to provide the Debtors with $9.2 million of DIP financing. SOUTHERN REGIONAL: LCEN Approved as Local Counsel for Committee --------------------------------------------------------------- The Hon. Wendy L. Hagenau of the U.S. Bankruptcy Court for the Northern District of Georgia authorized the Official Committee of Unsecured Creditors in the Chapter 11 cases of Southern Regional Health System, Inc., doing business as Southern Regional Medical Center, et al., to retain Lamberth, Cifelli, Ellis & Nason, P.A., as its local counsel. LCEN is expected to, among other things: a) review, file and serve on behalf of the Committee necessary motions, applications, orders, reports, pleadings and other legal papers; b) appear before the Court and the U.S. Trustee to represent and protect the interests of the Committee; and c) perform such other services as Pepper Hamilton or the Committee may request to ensure the efficient representation of the Committee in connection with the Bankruptcy Cases, including legal services incident to, or necessary for, the preservation of the Committee's rights and interests in the Bankruptcy Cases. The hourly rates of LCEN's personnel are: J. Michael Lamberth $495 James Craig Cifelli $495 G. Frank Nason, IV $395 Sharon K. Kacmarcik $350 William D. Matthews $350 Christopher D. Phillips $250 LCEN will also charge out-of-pocket expenses incurred in connection with the provision of legal services. Mr. Lamberth, a member of LCEN, assures the Court that LCEN is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. LCEN has a place of business at Atlanta Financial Center, 3343 Peachtree Road, NE, East Tower, Suite 550, Atlanta, Georgia. About Southern Regional Health System Southern Regional Health System, Inc., owns the Southern Regional Medical Center, a 331-licensed bed full-service hospital located in Riverdale, Georgia. Managed by Emory Healthcare, Inc., the hospital serves residents throughout the region south of Atlanta. As a leader in neurologic, heart & vascular, bariatric, and women's healthcare services, Southern Regional's medical staff is comprise of more than 480 physicians that blend their passion for healing with advanced technology to offer the latest procedures and treatments. Southern Regional and its subsidiaries sought Chapter 11 protection (Bankr. N.D. Ga. Case No. 15-64266) on July 30, 2015, in Atlanta, Georgia. The cases are assigned to Judge Wendy L. Hagenau. Southern Regional Health System, Inc. disclosed total assets of $41,996,075 and total liabilities of $42,884,499. The Debtors' secured creditors are Gemino Healthcare Finance, LLC, and U.S. Foods, Inc. Gemino claims to be owed in excess of $10 million, while U.S. Foods has a $60,000 claim. The Debtors tapped Scroggins & Williamson, P.C., as bankruptcy attorneys, Nelson Mulins Riley & Scarborough LLP, as outside general counsel, and Kurtzman Carson Consultants LLC as claims and balloting agent. GGG Partners, LLC serves as financial advisors to the Debtors. The Official Committee of Unsecured Creditors tapped Lamberth, Cifelli, Ellis & Nason, P.A., and Pepper Hamilton, LLP, as attorneys. PricewaterhouseCoopers LLP serves as its financial advisors. * * * Prime Healthcare has submitted a letter of intent to purchase most of Southern Regional's assets, and would operate the hospital after the proposed sale. Prime has agreed to provide the Debtors with $9.2 million of DIP financing. SOUTHERN REGIONAL: Needs Until May 25 to File Ch. 11 Plan --------------------------------------------------------- Southern Regional Health System, Inc., and its affiliates ask the United States Bankruptcy Court for the Northern District of Georgia, Atlanta Division, to extend the exclusive periods within which they may file Ch. 11 Plans for an additional one hundred eighty days through and including May 25, 2016, and to solicit acceptances of one or more Chapter 11 plans by July 25, 2016. The Debtors are represented by: J. Robert Williamson, Esq. SCROGGINS & WILLIAMSON, P.C. 1500 Candler Building 127 Peachtree Street, NE Atlanta, GA 30303 Phone: (404) 893-3880 Fax: (404) 893-3886 Email: rwilliamson@swlawfirm.com aray@swlawfirm.com About Southern Regional Health System Southern Regional Health System, Inc., owns the Southern Regional Medical Center, a 331-licensed bed full-service hospital located in Riverdale, Georgia. Managed by Emory Healthcare, Inc., the hospital serves residents throughout the region south of Atlanta. As a leader in neurologic, heart & vascular, bariatric, and women's healthcare services, Southern Regional's medical staff is comprise of more than 480 physicians that blend their passion for healing with advanced technology to offer the latest procedures and treatments. Southern Regional and its subsidiaries sought Chapter 11 protection (Bankr. N.D. Ga. Case No. 15-64266) on July 30, 2015, in Atlanta, Georgia. The cases are assigned to Judge Wendy L. Hagenau. Southern Regional estimated $50 million to $100 million in assets and $100 million to $500 million in debt. The Debtors' secured creditors are Gemino Healthcare Finance, LLC, and U.S. Foods, Inc. Gemino claims to be owed in excess of $10 million, while U.S. Foods has a $60,000 claim. The Debtors tapped Scroggins & Williamson, P.C., as bankruptcy attorneys, Nelson Mulins Riley & Scarborough LLP, as outside general counsel, and Kurtzman Carson Consultants LLC as claims and balloting agent. The Chapter 11 plan and disclosure statement are due Nov. 27, 2015. SOUTHERN REGIONAL: Pepper Hamilton Approved as Committee Counsel ---------------------------------------------------------------- The Hon. Wendy L. Hagenau authorized the Official Committee of Unsecured Creditors in the Chapter 11 cases of Southern Regional Health System, Inc., doing business as Southern Regional Medical Center, et al., to retain Pepper Hamilton LLP as counsel. Pepper is expected to, among other things: a. assist and advise the Committee in its consultations with the Debtors relating to the administration of the cases; b. assist the Committee in analyzing the claims of the Debtors' creditors and the Debtors' capital structure and in negotiating with the holders of claims and, if appropriate, equity interests; and c. assist the Committee's investigation of the acts, conduct, assets, liabilities and financial condition of the Debtors and other parties involved with the Debtors, and of the operation of the Debtors' businesses. The hourly rates charged by the Pepper Firm for professionals and paraprofessionals who may be working on the case are: Partners and Of Counsel $400 - $740 Associates $250 - $550 Paralegals $95 - $320 Other Professional Support Staff $40 - $70 In a declaration in support of the application, Francis J. Lawall, Esq., a partner in Pepper, assures the Court that the firm represents no interest adverse to the Debtors' estates, their creditors, and other parties-in-interest in the matters upon which it is to be engaged. Pepper maintains an office at 3000 Two Logan Square, 18 th and Arch Streets, Philadelphia, Pennsylvania. About Southern Regional Health System Southern Regional Health System, Inc., owns the Southern Regional Medical Center, a 331-licensed bed full-service hospital located in Riverdale, Georgia. Managed by Emory Healthcare, Inc., the hospital serves residents throughout the region south of Atlanta. As a leader in neurologic, heart & vascular, bariatric, and women's healthcare services, Southern Regional's medical staff is comprise of more than 480 physicians that blend their passion for healing with advanced technology to offer the latest procedures and treatments. Southern Regional and its subsidiaries sought Chapter 11 protection (Bankr. N.D. Ga. Case No. 15-64266) on July 30, 2015, in Atlanta, Georgia. The cases are assigned to Judge Wendy L. Hagenau. Southern Regional Health System, Inc. disclosed total assets of $41,996,075 and total liabilities of $42,884,499. The Debtors' secured creditors are Gemino Healthcare Finance, LLC, and U.S. Foods, Inc. Gemino claims to be owed in excess of $10 million, while U.S. Foods has a $60,000 claim. The Debtors tapped Scroggins & Williamson, P.C., as bankruptcy attorneys, Nelson Mulins Riley & Scarborough LLP, as outside general counsel, and Kurtzman Carson Consultants LLC as claims and balloting agent. GGG Partners, LLC serves as financial advisors to the Debtors. The Official Committee of Unsecured Creditors tapped Lamberth, Cifelli, Ellis & Nason, P.A., and Pepper Hamilton, LLP, as attorneys. PricewaterhouseCoopers LLP serves as its financial advisors. * * * Prime Healthcare has submitted a letter of intent to purchase most of Southern Regional's assets, and would operate the hospital after the proposed sale. Prime has agreed to provide the Debtors with $9.2 million of DIP financing. SOUTHERN REGIONAL: Seeks to Sell Assets to Prime Healthcare ----------------------------------------------------------- Southern Regional Health System, Inc., and its debtor affiliates seek permission from the United States Bankruptcy Court for the Northern District of Georgia, Atlanta Division, to sell substantially all of their assets to Prime Healthcare Foundation, Inc. The assets are comprised of the Southern Regional Medical Center, including the hospital and related businesses conducted by the Debtors. The Debtors propose that Prime Healthcare be paid an agreed-upon "Breakup Fee" in an amount equal to $2,000,000 and be reimbursed for its reasonable and documented out-of-pocket costs and expenses incurred in connection with, or related to (directly or indirectly), the transactions contemplated by the Agreement, in an amount not to exceed $1,000,000. The Debtors are represented by: J. Robert Williamson, Esq. SCROGGINS & WILLIAMSON, P.C. 1500 Candler Building 127 Peachtree Street, NE Atlanta, GA 30303 Phone: (404) 893-3880 Fax: (404) 893-3886 Email: rwilliamson@swlawfirm.com aray@swlawfirm.com About Southern Regional Health System Southern Regional Health System, Inc., owns the Southern Regional Medical Center, a 331-licensed bed full-service hospital located in Riverdale, Georgia. Managed by Emory Healthcare, Inc., the hospital serves residents throughout the region south of Atlanta. As a leader in neurologic, heart & vascular, bariatric, and women's healthcare services, Southern Regional's medical staff is comprise of more than 480 physicians that blend their passion for healing with advanced technology to offer the latest procedures and treatments. Southern Regional and its subsidiaries sought Chapter 11 protection (Bankr. N.D. Ga. Case No. 15-64266) on July 30, 2015, in Atlanta, Georgia. The cases are assigned to Judge Wendy L. Hagenau. Southern Regional estimated $50 million to $100 million in assets and $100 million to $500 million in debt. The Debtors' secured creditors are Gemino Healthcare Finance, LLC, and U.S. Foods, Inc. Gemino claims to be owed in excess of $10 million, while U.S. Foods has a $60,000 claim. The Debtors tapped Scroggins & Williamson, P.C., as bankruptcy attorneys, Nelson Mulins Riley & Scarborough LLP, as outside general counsel, and Kurtzman Carson Consultants LLC as claims and balloting agent. The Chapter 11 plan and disclosure statement are due Nov. 27, 2015. SPRINGS INDUSTRIES: S&P Rates New $90 Million Term Loan 'B' ----------------------------------------------------------- Standard & Poor's Ratings Services said that it affirmed its ratings, including its 'B' corporate credit rating, on Springs Industries Inc. The outlook is stable. At the same time, S&P assigned its 'B' issue-level rating, with a '4' recovery rating (low end of the range) to the company's proposed $90 million term loan. The term loan will mature in 2021 and will rank pari passu with the company's existing $560 million senior secured notes due 2021. Pro forma, S&P estimates Springs will have about $722 million of adjusted debt. S&P is affirming its ratings on Springs based on S&P's expectation that the company will continue to demonstrate stable operating performance and modestly improve its credit measures over the next 12 months, with continued EBITDA expansion and debt reduction with excess cash flow. S&P estimates pro forma leverage for the incremental debt of about 6.1x for December 2015, slightly up from about 5.8x on Oct. 3, 2015. S&P believes continued gradual improving in housing market trends and benefits from the recent acquisitions will propel growth of custom products and lead to sales increases from national accounts. The outlook is stable and reflects S&P's belief that Springs will demonstrate stable performance and modestly improve its credit measures over the next 12 months. S&P projects debt leverage improving toward the mid-5x area at 2016 fiscal year end. SWIFT ENERGY: Moody's Lowers Corporate Family Rating to 'Caa3' -------------------------------------------------------------- Moody's Investors Service downgraded Swift Energy Company's Corporate Family Rating to Caa3 from Caa1, Probability of Default Rating to Ca-PD from Caa1-PD and its Caa2 senior unsecured notes rating to Ca. Its Speculative Grade Liquidity rating remains unchanged at SGL-4, as does its negative outlook. These actions were taken as a result of the continuing deterioration in Swift's liquidity and its weakened fundamental credit profile, which culminated in the company's election to not make an $8.9 million interest payment due Dec. 1 on its 7.125% notes due 2017. "Given the accelerated erosion in Swift's liquidity position in 2015's third quarter, Moody's regards a distressed debt restructuring or bankrupcy filing to be a near certainty," commented Andrew Brooks, Moody's Vice President. "The Dec. 1, coupon skip, while not yet a default, is ample evidence of the severe stress under which Swift is operating in this very weak commodity price environment." Downgrades: Issuer: Swift Energy Company Probability of Default Rating, Downgraded to Ca-PD from Caa1-PD Corporate Family Rating, Downgraded to Caa3 from Caa1 Senior Unsecured Regular Bond/Debentures, Downgraded to Ca (LGD 4) from Caa2 (LGD 4) Affirmations: Speculative Grade Liquidity Rating, Affirmed SGL-4 Outlook Actions: Outlook, Remains Negative RATINGS RATIONALE Swift Energy's Caa3 CFR reflects its deteriorating credit metrics as evidenced by a drop by more than half in its interest coverage ratio (EBITDA/interest) to 1.9x at Sept. 30 compared with 2014's year-end, and an almost 75% drop in retained cash flow (RCF) to debt of 6.7%. The company's available liquidity, $30 million at Sept. 30, has been stressed by very weak cash flow and a fall redetermination of its secured revolving credit facility's borrowing base to $330 million from $375 million. The 89% collapse in nine-month cash from operations to $28.4 million at September 30, fully reflects the 68% of its production that is natural gas, whose price at Henry Hub has fallen over 50% from year-ago levels, and against which Swift is completely unhedged. Its production profile has increasingly trended towards natural gas largely in its Eagle Ford Shale dry gas Fasken acreage. Swift operates in the Fasken in a joint venture with the upstream subsidiary of Indonesian natural gas transmission and distribution company Perusahaan Gas Negara (P.T.) (Baa3 stable). The rating is also a function of the valuation of Swift's asset base, which has absorbed $1.1 billion in property write-downs in 2015 through Sept. 30, and whose PV-10 has likely dropped by well more than half from its Dec. 31, $1.94 billion value. Chronically weak natural gas prices and the late-2014 drop in liquids prices, exacerbated by the absence of commodity price hedges beyond 2015's first quarter, prompted Swift to drop its 2015 capital spending by about 70% to a range of $110-$120 million, and with it, the prospects of further sustainable production growth. The company has guided to flat production in 2015. The SGL-4 Speculative Grade Liquidity rating reflects Moody's view of weak liquidity through 2016. As of Dec. 1, Swift was fully borrowed under its $330 million secured borrowing base revolving credit facility, having reported $23 million available borrowing capacity at Sept. 30. An interim borrowing base redetermination is required on or about Feb. 1, 2016, if Swift has not reduced the principal amount of its outstanding unsecured debt by at least 50% by that date. Effective November 2 in conjunction with the redetermination of its borrowing base, Swift's interest coverage covenant was amended through June 30, 2016, reducing its minimum coverage requirement to 1.15x, increasing to 1.3x over the remainder of 2016 and 2.0x thereafter. Its secured leverage ratio was also increased to 3.5x quarterly through June 30, 2016, dropping to 2.5x after Dec. 31, 2016. The revolver is scheduled to mature November 1, 2017, however, the maturity date can be accelerated to March 2, 2017, should Swift have not extended , repurchased, redeemed or refinanced its 7.125% unsecured notes due June 1, 2017. Swift has explored the potential sale of its Central Louisiana assets, as an alternate source of liquidity, however efforts appear to have stalled in a difficult market for asset sales. The Ca unsecured notes rating reflects the subordination of the senior unsecured notes to Swift's secured revolving credit facility, limited asset coverage and Moody's views on potential recovery. The rating outlook is negative reflecting stressed cash liquidity. Should Swift bolster its liquidity through incremental financing or through asset sale proceeds, the outlook could be returned to stable. Ratings could be downgraded further should the company default and Moody's view on recovery be lowered. Should Swift rebuild its liquidity and increase production while improving it leveraged full-cycle ratio (LFCR) to over 1.0x, and sustain RCF to debt above 10%, a ratings upgrade could be considered. The principal methodology used in these ratings was Global Independent Exploration and Production Industry published in December 2011. Swift Energy Company is an independent E&P company headquartered in Houston, Texas. TI FLUID: S&P Retains 'BB' Rating Over Planned $100MM Loan Add-On ----------------------------------------------------------------- Standard & Poor's Ratings Services said that its 'BB' issue-level rating and '2' recovery rating on TI Fluid Systems Ltd.'s term loan B due 2022 are unchanged following the company's announcement of a $100 million add-on. The '2' recovery rating on the term loan indicates S&P's expectation of substantial (70%-90%; lower half of the range) recovery in the event of a default. The borrower is TI Group Automotive Systems LLC. All of S&P's other ratings on TI Fluid Systems Ltd. are unchanged. The company will use the proceeds from this add-on for general corporate purposes. S&P expects that the incremental term loan will be fungible with TI's existing term loan B. S&P also assumes that the company will maintain its current credit metrics, and believe that management will ensure that any future bolt-on acquisitions will be consistent with the company's strategy of augmenting its existing business and positioning itself to compete for global platforms. S&P's rating on TI reflects its leading market position in fluid carrying systems, its good customer and geographic diversity, and its solid operational efficiency. These factors are somewhat offset by the company's credit metrics, which are generally at the lower end of S&P's benchmark range for an aggressive financial risk profile. S&P expects that TI will maintain a free operating cash flow (FOCF)-to-debt ratio of at least 5% and a debt-to-EBITDA metric of less than 5x in 2016. The stable outlook on TI reflects S&P's view that the company's FOCF-to-debt ratio will remain above 5% over the next 12 months, given TI's solid operational efficiency and improved EBITDA margins so far this year. RECOVERY ANALYSIS Key analytical factors -- S&P estimates that, for the company to default, its EBITDA would need to decline significantly, representing a material deterioration from the current state of its business. -- S&P's simulated default scenario contemplates a payment default in 2019 caused by a sustained economic downturn (primarily in Europe), which reduces automobile production to unprofitable levels. Simulated default assumptions -- Simulated year of default: 2019 -- EBITDA at emergence: $215 million -- EBITDA multiple: 6x Simplified waterfall -- Net enterprise value (after 5% administrative costs): $1.226 billion -- Priority claims: $67 million -- Value available to first-lien debt claims (collateral/noncollateral): $1.154 billion/$0 million -- Secured first-lien debt claims: $1.545 billion -- Recovery expectations: 70%-90% (lower half of the range) -- Senior unsecured debt/pari passu unsecured claims: $470 million/$390 million -- Recovery expectations: 0%-10% Note: All debt amounts include six months of prepetition interest. Collateral value equals asset pledge from obligors after priority claims, plus equity pledge from nonobligors after nonobligor debt. RATINGS LIST Ratings Unchanged TI Fluid Systems Ltd. Corporate Credit Rating BB-/Stable/-- TI Group Automotive Systems LLC $1.065 Bil. Term Loan B Due 2022 BB Recovery Rating 2L TRIBUNE CO: Wilmington Cannot Recover Attorney's Fees ------------------------------------------------------ Judge Kevin J. Carey of the United States Bankruptcy Court for the District of Delaware sustained the objection filed by Tribune Media Company and certain affiliates to Wilmington Trust Company's claim for postpetition attorney's fees and costs. WTC included postpetition attorney's fees and costs of more than $30 million in its unsecured Class 1F Claim that will receive a partial distribution under the confirmed Fourth Amended Joint Plan of Reorganization for the debtors. The reorganized debtors objected, arguing that a majority of courts have decided that unsecured creditors cannot include postpetition attorney's fees in their claims against the bankruptcy estate. WTC argued that the 2007 United States Supreme Court decision in Travelers Cas. & Sur. Co. of America v. Pacific Gas and Elec. Co. rejected this rule and determined that postpetition attorney's fees may be included in an unsecured claim if recovery of the fees are permitted by an enforceable prepetition contract. On June 26, 2013, Joseph J. Farnan, Jr., a retired Delaware District Court Judge, was appointed to mediate the reorganized debtors' objection to WTC's fee claim. The Mediator's Report and Recommendation on October 24, 2014 recommended disallowance of the claim. Judge Carey accepted the recommendation in the Mediator's Report. The judge agreed with the report's conclusion that the plain language of Section 502(b) and Section 506(b), when read together, indicate that postpetition interest, attorney's fees and costs are recoverable only by oversecured creditors. Judge Carey also noted that unsecured creditors may seek postpetition fees and expenses under Sectioin 503(b)(3)(D) and Section 503(b)(4), which allow an administrative claim for actual, necessary expenses that confer a "substantial contribution" on the bankruptcy estate. The case is In re: TRIBUNE MEDIA COMPANY, et al., Chapter 11, Reorganized Debtors, CASE NO. 08-13141 (KJC) (Bankr. D. Del.). A full-text copy of Judge Carey's November 19, 2015 memorandum is available at http://is.gd/OWPdQqfrom Leagle.com. Tribune Media Company is represented by: Matthew G. Martinez, Esq. SIDLEY AUSTIN LLP One South Dearborn Chicago, IL 60603 Tel: (312) 853-7000 Fax: (312) 853-7036 Email: matthew.martinez@sidley.com -- and -- Norman L. Pernick, Esq. Patrick J. Reilley, Esq. J. Kate Stickles, Esq. COLE SCHOTZ P.C. 500 Delaware Avenue Suite 1410 Wilmington, DE 19801 Tel: (302) 652-3131 Fax: (302) 652-3117 Email: npernick@coleschotz.com preilley@coleschotz.com kstickles@coleschotz.com Kenneth N. Klee is represented by: Michael J. Farnan, Esq. FARNAN LLP 919 North Market St. 12th Floor Wilmington, DE 19801 Tel: (302) 777-0300 Fax: (302) 777-0301 Email: mfarnan@farnanlaw.com -- and -- Charles O. Monk II, Esq. SAUL EWING LLP 500 East Pratt Street, Suite 900 Baltimore, MD 21202-3133 Tel: (410) 332-8600 Fax: (410) 332-8862 Email: cmonk@saul.com -- and -- Robert J. Pfister, Esq. David M. Stern, Esq. KLEE, TUCHIN, BOGDANOFF & STERN LLP 1999 Avenue of the Stars Thirty-Ninth Floor Los Angeles, CA 90067-6049 Tel: (310) 407-4000 Fax: (310) 407-9090 Email: rpfister@ktbslaw.com dstern@ktbslaw.com Litigation Trustee is represented by: Richard Scott Cobb, Esq. Jeffrey R. Drobish, Esq. J. Landon Ellis, Esq. James S. Green Jr., Esq. LANDIS RATH & COBB LLP 919 Market Street, Suite 1800 Wilmington DE 19801 Tel: (302) 467-4400 Email: cobb@lrclaw.com green@lrclaw.com -- and -- Jason Goldsmith, Esq. Deborah J. Newman, Esq. David M. Zensky, Esq. AKIN GUMP STRAUSS HAUER & FELD LLP One Bryant Park Bank of America Tower New York, NY 10036-6745 Tel: (212) 872-1000 Fax: (212) 872-1002 Email: djnewman@akingump.com dzensky@akingump.com Marc S. Kirschner is represented by: Kimberly A. Brown, Esq. LANDIS RATH & COBB LLP 919 Market Street, Suite 1800 Wilmington DE 19801 Tel: (302) 467-4400 Email: brown@lrclaw.com Zuckerman Spaeder LLP, Creditor Committee is represented by: Matthew B. McGuire, Esq. 919 Market Street, Suite 1800 Wilmington DE 19801 Tel: (302) 467-4400 LANDIS RATH & COBB LLP About Tribune Co. Chicago, Illinois-based Tribune Co. -- http://www.tribune.com/-- and 110 of its affiliates filed for Chapter 11 protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8, 2008. The Debtors proposed Sidley Austin LLP as their counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. and Alvarez & Marsal North America LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims agent. As of Dec. 8, 2008, the Debtors listed $7,604,195,000 in total assets and $12,972,541,148 in total debts. Chadbourne & Parke LLP and Landis Rath LLP served as co-counsel to the Official Committee of Unsecured Creditors. AlixPartners LLP served as the Committee's financial advisor. Landis Rath Moelis & Company served as the Committee's investment banker. Thomas G. Macauley, Esq., at Zuckerman Spaeder LLP, in Wilmington, Delaware, represented the Committee in connection with the lawsuit filed against former officers and shareholders for the 2007 LBO of Tribune. Protracted negotiations and mediation efforts and numerous proposed plans of reorganization filed by Tribune Co. and competing creditor groups delayed Tribune's emergence from bankruptcy. Many of the disputes among creditors center on the 2007 leveraged buyout fraudulence conveyance claims, the resolution of which is a key issue in the bankruptcy case. Judge Kevin J. Carey issued an order dated July 13, 2012, overruling objections to the confirmation of Tribune Co. and its debtor affiliates' Plan of Reorganization. In November 2012, Tribune received approval from the Federal Communications Commission to transfer media licenses, one of the hurdles to implementing the reorganization plan. Aurelius Capital Management LP failed in halting implementation of the plan pending appeal. Tribune Co. exited Chapter 11 protection Dec. 31, 2012, ending four years of reorganization. The reorganization allowed a group of banks and hedge funds, including Oaktree Capital Management and JPMorgan Chase & Co., to take over the media company. TRUMP ENTERTAINMENT: E&Y LLP Approved to Prepare 2015 Financials ---------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized Trump Entertainment Resorts, Inc., et al., to expand the scope of retention of Ernst & Young LLP as auditors and tax advisors. E&Y LLP, according to a second notice of the expansion of the services, is expected to render services with respect to the audit and report on the consolidated financial statements of Trump Entertainment Resorts, Inc., and the financial statements of Trump Taj Mahal Associates, LLC for the year ended Dec. 31, 2015. The hourly rates of E&Y's personnel are: Partner/Executive Director $500 Senior Manager $425 Manager $350 Senior $250 Staff $150 Ian J. Bambrick at Young Conaway Stargatt & Taylor, LLP, counsel for the Debtor, submitted a certification of counsel regarding order authorizing the Debtors to expand the scope of their retention of E&Y LLP. About Trump Entertainment Based in Atlantic City, New Jersey, Trump Entertainment Resorts Inc. (NASDAQ: TRMP) -- http://www.trumpcasinos.com/-- owns and operates three casino hotel properties in Atlantic City, New Jersey, which include Trump Taj Mahal Casino Resort, Trump Plaza Hotel and Casino, and Trump Marina Hotel Casino. The Company conducts gaming activities and provides customers with casino resort and entertainment. Donald Trump is a shareholder of the Company and, as its non- executive Chairman, is not involved in the daily operations of the Company. The Company is separate and distinct from Mr. Trump's privately held real estate and other holdings. Trump Entertainment Resorts, TCI 2 Holdings, LLC, and other affiliates filed for Chapter 11 protection on Feb. 17, 2009 (Bankr. D. N.J. Lead Case No. 09-13654). The Company tapped Charles A. Stanziale, Jr., Esq., at McCarter & English, LLP, as lead counsel, and Weil Gotshal & Manges as co-counsel. Ernst & Young LLP served as the Company's auditor and accountant and Lazard Freres & Co. LLC was the financial advisor. Garden City Group was the claims agent. The Company disclosed assets of $2,055,555,000 and debts of $1,737,726,000 as of Dec. 31, 2008. Trump Hotels & Casino Resorts, Inc., filed for Chapter 11 protection on Nov. 21, 2004 (Bankr. D. N.J. Case No. 04-46898 through 04-46925). Trump Hotels obtained the Court's confirmation of its Chapter 11 plan on April 5, 2005, and in May 2005, it exited from bankruptcy under the name Trump Entertainment Resorts Inc. * * * The Troubled Company Reporter, on March 19, 2015, reported that Judge Kevin Gross of the U.S. Bankruptcy Court for the District of Delaware confirmed Trump Entertainment Resorts, Inc., et al.'s Third Amended Joint Plan of Reorganization and Disclosure Statement pursuant to Section 1129 of the Bankruptcy Code. The Debtors filed on January 5, 2015, the Plan and accompanying Disclosure Statement to, among other things, provide that holders of General Unsecured Claims will receive Distribution Trust Interests, which will include $1 million in cash and the proceeds, if any, of certain avoidance actions. Under the revised plan, holders of general unsecured claims are estimated to recover 0.47% to 0.43% of their total allowed claim amount. The Amended Plan also includes language reflecting the recently-approved $20 million loan from Carl Icahn. USA DISCOUNTERS: Plan Filing Date Extended to March 21, 2016 ------------------------------------------------------------ Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the District of Delaware extended USA Discounters, Ltd., et al.'s exclusive period to file a plan through and including March 21, 2016, and exclusive solicitation period through and including May 20, 2016. According to James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, the final cash collateral order imposes a near-term deadline on the Debtors to file a Chapter 11 plan acceptable to the prepetition secured lenders. On October 18, 2015, the Prepetition Agent agreed, in writing, to extend this deadline through and including November 23, 2015. The Debtors expect that this deadline will be further extended through and including January 22, 2016. Mr. O'Neill said the Debtors are actively working on developing a Chapter 11 plan and disclosure statement, drafts of which have been furnished to the Prepetition Agent. Additionally, representatives of the Debtors are seeking to coordinate further discussions with representatives of the Committee and the secured lenders, Mr. O'Neill added. About USA Discounters USA Discounters was founded in May 1991. in the City of Norfolk, Virginia, under the name USA Furniture Discounters, Ltd. It sold goods through two groups of stores -- one group of specialty retail stores operating under the "USA Living" brand, typically in standalone locations, and seven additional retail stores operating under the "Fletcher's Jewelers" brand, typically in major shopping malls. USA Discounters, Ltd., and two affiliates sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 15-11755) on Aug. 24, 2015, to wind down the business. The Debtors tapped Pachulski Stang Ziehl & Jones LLP and Klee, Tuchin, Bogdanoff & Stern LLP as attorneys, and Kurtzman Carson Consultants, LLC, as claims and noticing agent. USA Discounters Ltd. disclosed total assets of $97,490,455 plus an undetermined amount and total liabilities of $63,011,206 plus an undetermined amount. The Official Committee of Unsecured Creditors is represented by Kelly Drye & Warren LLP as lead counsel, Khler Harrison Harvey Branzburg LLP as its Delaware co-counsel. FTI Consulting, Inc., serves as its financial advisor. VINCENT TORRES: Court Declines to Retry Contractor's Sanctions Bid ------------------------------------------------------------------ Caroline Simson at Bankruptcy Law360 reported that the U.S. Supreme Court refused on Nov. 30, 2015, to reconsider its decision to pass on reviewing a bankrupt contractor's failed sanctions bid against a California tribe he had done work for, a dispute that he argued raised important questions on the extent of tribal sovereign immunity. The high court denied Vincent Torres' rehearing petition on Nov. 30 without explanation, as is customary, just under two months after it had denied his certiorari petition. The petition stemmed from a Ninth Circuit decision affirming a bankruptcy judge's decision. WALTER ENERGY: Committee Extends Challenge Deadline --------------------------------------------------- The Official Committee of Unsecured Creditors of Walter Energy, Inc., et. al. submitted to the U.S. Bankruptcy Court for the Northern District of Alabama, Southern Division, the Fourth Joint Stipulation to Extend Challenge Period that it had executed with the Steering Committee, the Administrative Agent, the First Lien Trustee and the Second Lien Trustee. Pursuant to the Fourth Joint Stipulation, the Parties stipulate and agree to further extend the Challenge Period from Nov. 18, 2015 to Dec. 2, 2015. The Court's Amended Cash Collateral Order provides that the deadline for the Official Committee of Unsecured Creditors ("Committee") to challenge the validity, enforceability, priority or extent of the Prepetition Obligations or the liens on the Prepetition Collateral securing the Prepetition Obligations held by or on behalf of the Prepetition Secured Parties is 90 days after the date of the Committee’s appointment, which is October 28, 2015, or any such later date agreed to in writing by the Steering Committee and the Administrative Agent, First Lien Trustee or Second Lien Trustee, as applicable, each in its sole discretion ("Challenge Period"). The Official Committee of Unsecured Creditors of Walter Energy, Inc., et al., is represented by: Bill D. Bensinger, Esq. Daniel D. Sparks, Esq. CHRISTIAN & SMALL LLP 505 North 20th Street Suite 1800 Birmingham, AL 35203-2696 Telephone: (205)250-6626 Facsimile: (212)328-7234 E-mail: bdbensinger@csattorneys.com ddsparks@csattorneys.com - and - Brett H. Miller, Esq. Lorenzo Marinuzzi, Esq. Jennifer Marines, Esq. MORRISON & FOERSTER LLP 250 West 55th Street New York, NY 10019-9601 Telephone: (212)468-8000 Facsimile: (212)468-7900 E-mail: brettmiller@mofo.com lmarinuzzi@mofo.com jmarines@mofo.com The Steering Committee is represented by: Michael Hall, Esq. Christopher Carson, Esq. BURR & FORMAN, LLP 3400 Wells Fargo Tower 420 20th Street North Birmingham, AL 35203 Telephone: (205)251-3000 Facsimile: (205)458-5100 E-mail: mhall@burr.com - and - Ira Dizengoff, Esq. James Savin, Esq. AKIN GUMP STRAUSS HAUER & FELD LLP One Bryant Park, Bank of America Tower New York, NY 10036-6745 Telephone: (212)872-1000 Facsimile: (212)872-1002 E-mail: idizengoff@akingump.com jsavin@akingump.com The Administrative Agent is represented by: Scott Greissman, Esq. Elizabeth Feld, Esq. WHITE & CASE LLP 1155 Avenue of the Americas New York, NY 10036 Email: sgreissman@whitecase.com efeld@whitecase.com The First Lien Trustee is represented by: Mark R. Somerstein, Esq. ROPES & GRAY LLP 1211 Avenue of the Americas New York, NY 10036-8704 Telephone: (212)596-9000 Facsimile: (212)596-9090 E-mail: mark.somerstein@ropesgray.com - and - Patricia Chen, Esq. ROPES & GRAY LLP Prudential Tower 800 Boylston Street Boston, MA 02199-3600 Telephone: (617)951-7000 Facsimile: (617)951-7050 E-mail: patricia.chen@ropesgray.com The Second Lien Trustee is represented by: Mark P. Williams, Esq. NORMAN, WOOD, KENDRICK & TURNER Ridge Park Place, Suite 3000 1130 22nd Street South Birmingham, AL 35205 Telephone: (205)259-1034 Facsimile: (205)251-5479 E-mail: mpwilliams@nwkt.com - and - Andrew I. Silfen, Esq. Leah M. Eisenberg, Esq. Beth M. Brownstein, Esq. ARENT FOX LLP 1675 Broadway New York, NY 10019 Telephone: (212)484-3900 Facsimile: (212)484-3990 E-mail: andrew.silfen@arentfox.com leah.eisenberg@arentfox.com beth.brownstein@arentfox.com About Walter Energy, Inc. Walter Energy -- http://www.walterenergy.com/-- is a publicly traded "pure-play" metallurgical coal producer for the global steel industry with strategic access to steel producers in Europe, Asia and South America. The Company also produces thermal coal, anthracite, metallurgical coke and coal bed methane gas. Walter Energy employs approximately 2,700 employees, with operations in the United States, Canada and the United Kingdom. For the year ended Dec. 31, 2014, the Company reported a net loss of $471 million following a net loss of $359 million in 2013. Walter Energy, Inc., and its affiliates sought Chapter 11 protection (Bankr. N.D. Ala. Lead Case No. 15-02741) in Birmingham, Alabama on July 15, 2015, after signing a restructuring support agreement with first-lien lenders. Walter Energy disclosed total assets of $5.2 billion and total debt of $5 billion as of March 31, 2015. The Debtors tapped Paul, Weiss, Rifkind, Wharton & Garrison as counsel; Bradley Arant Boult Cummings LLP, as co-counsel; Ogletree Deakins LLP, as labor and employment counsel; Maynard, Cooper & Gale, P.C., as special counsel; Blackstone Advisory Services, L.P., as investment banker; AlixPartners, LLP, as financial advisor, and Kurtzman Carson Consultants LLC, as claims and noticing agent. The Bankruptcy Administrator for the Northern District of Alabama appointed an Official Committee of Unsecured Creditors and an Official Committee of Retirees. The Creditors Committee tapped Morrison & Foerster LLP and Christian & Small LLP as attorneys. The Retiree Committee retained Adams & Reese LLP and Jenner & Block LLP as attorneys. The informal group of certain unaffiliated First Lien Lenders and First Lien Noteholders (the "Steering Committee") retained Akin, Gump, Strauss, Hauer and Feld LLP as legal advisor, and Lazard Freres & Co. LLC as financial advisor. ZLOOP INC: Creditors' Meeting Adjourned to Jan. 19 -------------------------------------------------- The meeting of creditors of Zloop Inc. has been adjourned to Jan. 19, 2016, at 10:00 a.m., according to a filing with the U.S. Bankruptcy Court in Delaware. The meeting will take place at the J. Caleb Boggs Federal Building, Room 2112, 844 King Street, in Wilmington, Delaware. The court overseeing the bankruptcy case of a company schedules the meeting of creditors usually about 30 days after the bankruptcy petition is filed. The meeting is called the "341 meeting" after the section of the Bankruptcy Code that requires it. A representative of the company is required to appear at the meeting and answer questions under oath. The meeting is presided over by the U.S. trustee, the Justice Department's bankruptcy watchdog. About ZLOOP, Inc. ZLOOP, Inc., and two affiliates sought Chapter 11 protection (Bankr. D. Del.) on Aug. 9, 2015. The Court on Aug. 11, 2015, granted the joint administration of the Debtors' Chapter 11 cases, with the docket to be maintained at the docket for ZLOOP, Case No. 15-11660. ZLOOP operates a proprietary, state of the art, 100% landfill free eWaste recycling company headquartered in Hickory, North Carolina. The Debtors tapped DLA Piper LLP as counsel. As of the Petition Date, the Debtors' unaudited consolidated balance sheet reflect total assets of approximately $25 million, including the land and improvements, but excluding certain commodity inventories that are the output of eWaste recycling, and total liabilities of approximately $32 million. On Sept. 2, 2015, the U.S. trustee overseeing the Debtors' Chapter 11 cases appointed Recycling Equipment Inc., E Recycling Systems LLC and Carolina Metals Group to serve on the official committee of unsecured creditors. The committee is represented by Cole Schotz P.C. ZLOOP INC: Needs Until March 6, 2016 to File Plan ------------------------------------------------- ZLoop, Inc., et al., ask the U.S. Bankruptcy Court for the District of Delaware to further extend the period by which they have exclusive right to file a plan through March 6, 2016, and the period by which they have exclusive right to solicit acceptances of that plan through May 6, 2016. According to the Debtors, there are a number of issues that must develop or be resolved before they will be at a point where they could develop and propose a plan of reorganization and negotiate with their various constituencies respecting plan issues. The Debtors assure the Court that they are not seeking an extension of exclusivity to delay the administration of their bankruptcy cases or to pressure creditors into acceding to a plan that they find unsatisfactory. Rather, the Debtors say, the extension of exclusivity will ensure that their continuing efforts to maximize the value of their estates are not negatively impacted by the need to file a Chapter 11 plan before a viable sale or exit financing arrangement is identified and developed and the Debtors have an opportunity to garner the support of their creditors. The exclusivity extension motion was filed by Stuart M. Brown, Esq., R. Craig Martin, Esq., Daniel N. Brogan, Esq., and Kaitlin Edelman, Esq., at DLA Piper LLP (US), in Wilmington, Delaware, on behalf of the Debtors. About ZLOOP, Inc. ZLOOP, Inc., and two affiliates sought Chapter 11 protection (Bankr. D. Del.) on Aug. 9, 2015. The Court on Aug. 11, 2015, granted the joint administration of the Debtors' Chapter 11 cases, with the docket to be maintained at the docket for ZLOOP, Case No. 15-11660. ZLOOP operates a proprietary, state of the art, 100% landfill free eWaste recycling company headquartered in Hickory, North Carolina. The Debtors tapped DLA Piper LLP as counsel. As of the Petition Date, the Debtors' unaudited consolidated balance sheet reflect total assets of approximately $25 million, including the land and improvements, but excluding certain commodity inventories that are the output of eWaste recycling, and total liabilities of approximately $32 million. On Sept. 2, 2015, the U.S. trustee overseeing the Debtors' Chapter 11 cases appointed Recycling Equipment Inc., E Recycling Systems LLC and Carolina Metals Group to serve on the official committee of unsecured creditors. The committee is represented by Cole Schotz P.C. [*] Bankruptcy Law360 Names Bankruptcy MVPs ------------------------------------------- Pete Brush at Bankruptcy Law360 reported that Debevoise & Plimpton LLP partner M. Natasha Labovitz's work in guiding security screening firm Altegrity Inc. to a crisis-driven restructuring of $1.8 billion in debt and her ongoing efforts on behalf of American Apparel Inc. secured creditor Standard General LP have earned her a spot on Law360's 2015 list of bankruptcy MVPs. Ms. Labovitz, who co-heads the 650-lawyer firm's business restructuring group, said that creative thinking and preparation prior to stepping into bankruptcy courts have been key in the two cases. In a separate report, Carmen Germaine at Bankruptcy Law360 reported that Gibson Dunn's Matt J. Williams played a key role in two of the biggest bankruptcy decisions of the year and led the teams that achieved major victories in proceedings against Puerto Rico and GM's bankruptcy estate, making him one of Law360's Bankruptcy MVPs of 2015. Mr. Williams, a partner in Gibson Dunn's business restructuring and reorganization practice, had a particularly busy year as he led the bankruptcy team that won a decision invalidating Puerto Rico's Recovery Act. [*] Carl Marks Advisors Named T&W's Outstanding Turnaround Firm --------------------------------------------------------------- Carl Marks Advisors, a consulting and investment banking advisor to middle market companies, on Dec. 4 disclosed that the firm has been recognized as an Outstanding Turnaround Firm for exceptional restructuring and advisory expertise it has brought to 2015 transactions, including in the energy, consumer/retail, grocery, and regional/community banking sector. This is according to Turnarounds & Workouts' latest Special Report (November) that honors the top 12 Outstanding Turnaround Firms for 2015. Noteworthy Carl Marks Advisors engagements on 2015 transactions, as highlighted in Turnarounds & Workouts' Special Report, include: -- CRO of Cal Dive through operation and sale -- CRO and investment banker to Joe's Jeans during restructuring and sale -- CRO to Associated Wholesalers during sale and estate wind down -- Financial Advisor to American Bancorporation debtor during 363 sale "We are honored to be recognized by our peers and colleagues for our achievements, which speaks to the quality and experience of our teams, as well as our ability and track record of bringing creative solutions to complex restructurings in the middle market," said Duff Meyercord, Managing Partner of Carl Marks Advisors. "Our teams have exhibited great success across multiple sectors, and we expect to be very active going into 2016 including in the oil & gas, education and healthcare sector," added Meyercord. Carl Marks Advisors Partners, whose proven leadership and industry experience contributed to the successful conclusion of above mentioned transactions, include: -- Chris Wu, -- Doug Booth, -- Duff Meyercord, -- Evan Tomaskovic, -- Jette Campbell, -- Joe D'Angelo, -- Keith Daniels, -- Marc Pfefferle, -- Mark Claster, and -- Warren Feder. Turnarounds & Workouts' Special Report recognizes business professionals for their outstanding achievements in working on bankruptcies, corporate renewals, financings, turnarounds, and restructurings. Honorees are selected by the publication's editorial staff based upon recent engagements as well as nominations received from leading restructuring professionals nationwide. Turnarounds & Workouts tracks distressed businesses in the U.S. and Canada, and releases annual lists of outstanding firms and professionals engaged in the bankruptcy, corporate renewal, investment, turnaround, and restructuring industries. About Carl Marks Advisors Carl Marks Advisory Group LLC -- http://www.carlmarksadvisors.com -- a New York-based consulting and investment banking advisory firm serving middle-market companies, provides an array of investment banking and operational services, including mergers and acquisitions advice, sourcing of capital, financial restructuring plans, strategic business assessments, improvement plans and interim management. The award-winning firm received the 2015 ACG New York Champion's Award for Deal of the Year in Manufacturing; was included in the Global M&A Network 2014 annual listing of the Top 100 Restructuring and Turnaround Professionals and Turnarounds & Workouts 2014 Outstanding Investment Banking Firms; received the 2013 & 2014 Turnaround Atlas Awards' Middle Market Restructuring Investment Banker of the Year; 2013 M&A Advisor's Sector Financing Deal of the Year (Real Estate); the 2013 Turnaround Atlas Awards' Healthcare Services Turnaround of the Year and Mid Markets Restructuring Investment Bank of the Year. Securities are offered through Carl Marks Securities LLC, member FINRA and SIPC. [*] US Midstream Faces Capital Market Access Challenge, Fitch Says ------------------------------------------------------------------ US midstream companies' capital market access remains a prominent concern due to continued growing equity price weakness and as a potential increase in interest rates looms, according to Fitch Ratings. With equity prices falling dramatically year-to-date in sympathy with lower commodity prices, decreased expectations for growth and a general rotation out of energy investments, the ability of issuers to access capital markets to fund growth spending with equity at reasonable prices is limited. The Alerian MLP index is trading down roughly 35% year to date (through Nov. 30) and continuing to fall, with few near-term catalysts on the horizon to support a turnaround. With a potential U.S. Federal Reserve rate hike a real possibility in the very near term, higher cost of capital has the potential to create even greater hurdle rates for projects and acquisitions to be profitable. This could result in projects being pushed out or canceled, further pressuring capital pricing. Ideal funding for midstream names is generally balanced between debt and equity issuance. With equity yields at or near multiyear highs, the ability and willingness of issuers to fund capital needs with equity is being called into question. This has the potential to further stress balance sheets as issuers borrow to meet funding needs. Equity and debt issuance for the first half of the year was relatively strong, but recent activity has slowed dramatically and is expected to remain muted in the near term. As a result, Fitch expects issuers to explore other options to meet funding needs. Alternatives include asset sales, preferred equity, convertibles, or hybrid-subordinated debt. Other options to preserve cash include a further slowing of distributions. Many of these options will likely be pursued as issuers look to fund capital needs with whatever makes the most economic sense from a long-term cost-of-capital perspective, although indications are that some options may currently be limited. The recent performance of a preferred equity issuance by Kinder Morgan, Inc. (KMI) has been poor, which could limit investor appetite for future hybrid issuance and the ability of issuers to follow KMI's lead in pursuing hybrid-like issuances. Cuts in distribution growth rates may continue as issuers choose instead to retain cash as a cushion increasing distribution coverage. Fitch would tend to view higher distribution coverage and cash retention to fund capital needs as a mild credit positive. [^] Large Companies with Insolvent Balance Sheet ------------------------------------------------ Total Share- Total Total Holders' Working Assets Equity Capital Company Ticker ($MM) ($MM) ($MM) ------- ------ ------ -------- ------- ABSOLUTE SOFTWRE ABT CN 140.4 (51.4) (47.6) ABSOLUTE SOFTWRE ALSWF US 140.4 (51.4) (47.6) ABSOLUTE SOFTWRE OU1 GR 140.4 (51.4) (47.6) ADV MICRO DEVICE AMD* MM 3,229.0 (336.0) 1,017.0 ADVENT SOFTWARE ADVS US 424.8 (50.1) (110.8) AEROJET ROCKETDY GCY TH 1,957.4 (107.2) 96.3 AEROJET ROCKETDY GCY GR 1,957.4 (107.2) 96.3 AEROJET ROCKETDY AJRD US 1,957.4 (107.2) 96.3 AIR CANADA ADH2 QT 12,755.0 (51.0) 531.0 AIR CANADA ACEUR EU 12,755.0 (51.0) 531.0 AIR CANADA ADH2 TH 12,755.0 (51.0) 531.0 AIR CANADA ACDVF US 12,755.0 (51.0) 531.0 AIR CANADA AC CN 12,755.0 (51.0) 531.0 AIR CANADA ADH2 GR 12,755.0 (51.0) 531.0 AK STEEL HLDG AKS* MM 4,250.3 (484.7) 792.0 AMER RESTAUR-LP ICTPU US 33.5 (4.0) (6.2) AMYLIN PHARMACEU AMLN US 1,998.7 (42.4) 263.0 ANGIE'S LIST INC ANGI US 173.2 (19.8) (33.1) ANGIE'S LIST INC 8AL TH 173.2 (19.8) (33.1) ANGIE'S LIST INC 8AL GR 173.2 (19.8) (33.1) ARCH COAL INC ACI* MM 5,848.0 (605.4) 824.1 ARIAD PHARM APS GR 576.1 (49.7) 213.9 ARIAD PHARM ARIA US 576.1 (49.7) 213.9 ARIAD PHARM APS TH 576.1 (49.7) 213.9 ARIAD PHARM ARIACHF EU 576.1 (49.7) 213.9 ARIAD PHARM ARIA SW 576.1 (49.7) 213.9 ARIAD PHARM ARIAEUR EU 576.1 (49.7) 213.9 ASPEN TECHNOLOGY AST GR 266.8 (63.0) (44.1) ASPEN TECHNOLOGY AZPN US 266.8 (63.0) (44.1) AUTOZONE INC AZOEUR EU 8,102.3 (1,701.4) (742.6) AUTOZONE INC AZ5 TH 8,102.3 (1,701.4) (742.6) AUTOZONE INC AZO US 8,102.3 (1,701.4) (742.6) AUTOZONE INC AZ5 QT 8,102.3 (1,701.4) (742.6) AUTOZONE INC AZ5 GR 8,102.3 (1,701.4) (742.6) AVID TECHNOLOGY AVD GR 264.2 (327.6) (158.4) AVID TECHNOLOGY AVID US 264.2 (327.6) (158.4) AVINTIV SPECIALT POLGA US 1,991.4 (3.9) 322.1 AVON - BDR AVON34 BZ 3,774.7 (768.4) 660.1 AVON PRODUCTS AVP CI 3,774.7 (768.4) 660.1 AVON PRODUCTS AVP TH 3,774.7 (768.4) 660.1 AVON PRODUCTS AVP GR 3,774.7 (768.4) 660.1 AVON PRODUCTS AVP US 3,774.7 (768.4) 660.1 AVON PRODUCTS AVP* MM 3,774.7 (768.4) 660.1 BARRACUDA NETWOR CUDA US 421.3 (26.4) 42.0 BARRACUDA NETWOR CUDAEUR EU 421.3 (26.4) 42.0 BARRACUDA NETWOR 7BM GR 421.3 (26.4) 42.0 BENEFITFOCUS INC BTF GR 172.4 (8.7) 28.3 BENEFITFOCUS INC BNFT US 172.4 (8.7) 28.3 BERRY PLASTICS G BP0 GR 5,028.0 (53.0) 678.0 BERRY PLASTICS G BERY US 5,028.0 (53.0) 678.0 BLUE BIRD CORP 1291067D US 307.6 (133.8) 5.4 BLUE BIRD CORP BLBD US 307.6 (133.8) 5.4 BLUE BUFFALO PET BUFF US 479.1 (2.7) 290.6 BLUE BUFFALO PET B6B TH 479.1 (2.7) 290.6 BLUE BUFFALO PET B6B GR 479.1 (2.7) 290.6 BOMBARDIER INC-B BBDBN MM 23,863.0 (3,660.0) 1,076.0 BOMBARDIER-B OLD BBDYB BB 23,863.0 (3,660.0) 1,076.0 BOMBARDIER-B W/I BBD/W CN 23,863.0 (3,660.0) 1,076.0 BRINKER INTL EAT US 1,549.3 (108.1) (201.0) BRINKER INTL BKJ GR 1,549.3 (108.1) (201.0) BRP INC/CA-SUB V B15A GR 2,223.5 (31.1) 255.8 BRP INC/CA-SUB V BRPIF US 2,223.5 (31.1) 255.8 BRP INC/CA-SUB V DOO CN 2,223.5 (31.1) 255.8 BURLINGTON STORE BURL* MM 2,805.3 (121.9) 112.6 BURLINGTON STORE BURL US 2,805.3 (121.9) 112.6 BURLINGTON STORE BUI GR 2,805.3 (121.9) 112.6 CABLEVISION SY-A CVC US 6,745.7 (4,957.7) 39.4 CABLEVISION SY-A CVY TH 6,745.7 (4,957.7) 39.4 CABLEVISION SY-A CVCEUR EU 6,745.7 (4,957.7) 39.4 CABLEVISION SY-A CVY GR 6,745.7 (4,957.7) 39.4 CABLEVISION-W/I CVC-W US 6,745.7 (4,957.7) 39.4 CABLEVISION-W/I 8441293Q US 6,745.7 (4,957.7) 39.4 CAMBIUM LEARNING ABCD US 185.8 (72.7) (12.7) CASELLA WASTE WA3 GR 660.7 (15.6) 4.9 CASELLA WASTE CWST US 660.7 (15.6) 4.9 CENTENNIAL COMM CYCL US 1,480.9 (925.9) (52.1) CHOICE HOTELS CZH GR 712.8 (400.6) 168.4 CHOICE HOTELS CHH US 712.8 (400.6) 168.4 CINCINNATI BELL CIB GR 1,460.2 (323.3) (38.6) CINCINNATI BELL CBB US 1,460.2 (323.3) (38.6) CLEAR CHANNEL-A C7C GR 6,133.3 (297.8) 433.3 CLEAR CHANNEL-A CCO US 6,133.3 (297.8) 433.3 COMMUNICATION 8XC GR 2,622.8 (1,092.2) - COMMUNICATION CSAL US 2,622.8 (1,092.2) - CPI CARD GROUP PNT CN 289.3 (207.8) 55.7 CPI CARD GROUP I PMTS US 289.3 (207.8) 55.7 CPI CARD GROUP I CPB GR 289.3 (207.8) 55.7 CYAN INC CYNI US 112.1 (18.4) 56.9 CYAN INC YCN GR 112.1 (18.4) 56.9 DELEK LOGISTICS D6L GR 361.8 (11.7) 8.2 DELEK LOGISTICS DKL US 361.8 (11.7) 8.2 DENNY'S CORP DE8 GR 289.7 (7.5) (18.3) DENNY'S CORP DENN US 289.7 (7.5) (18.3) DIRECTV DTV CI 25,321.0 (3,463.0) 1,360.0 DIRECTV DTVEUR EU 25,321.0 (3,463.0) 1,360.0 DIRECTV DTV US 25,321.0 (3,463.0) 1,360.0 DOMINO'S PIZZA DPZ US 603.2 (1,255.9) 125.1 DOMINO'S PIZZA EZV TH 603.2 (1,255.9) 125.1 DOMINO'S PIZZA EZV GR 603.2 (1,255.9) 125.1 DUN & BRADSTREET DNB US 2,082.4 (1,146.5) (96.6) DUN & BRADSTREET DB5 TH 2,082.4 (1,146.5) (96.6) DUN & BRADSTREET DNB1EUR EU 2,082.4 (1,146.5) (96.6) DUN & BRADSTREET DB5 GR 2,082.4 (1,146.5) (96.6) DUNKIN' BRANDS G 2DB TH 3,348.1 (65.8) 285.7 DUNKIN' BRANDS G 2DB GR 3,348.1 (65.8) 285.7 DUNKIN' BRANDS G DNKN US 3,348.1 (65.8) 285.7 DURATA THERAPEUT DRTX US 82.1 (16.1) 11.7 DURATA THERAPEUT DTA GR 82.1 (16.1) 11.7 DURATA THERAPEUT DRTXEUR EU 82.1 (16.1) 11.7 EDGE THERAPEUTIC EU5 GR 58.5 (50.6) 47.1 EDGE THERAPEUTIC EDGE US 58.5 (50.6) 47.1 EDGEN GROUP INC EDG US 883.8 (0.8) 409.2 ELRAY RESOURCES ERAP GR 2.3 (7.8) (9.7) ENERGIZER HOLDIN ENR US 1,629.6 (60.1) 658.7 EOS PETRO INC EOPT US 1.2 (27.9) (29.0) EPL OIL & GAS IN EPA1 GR 1,496.3 (54.2) (253.5) EPL OIL & GAS IN EPL US 1,496.3 (54.2) (253.5) EXELIXIS INC EXEL US 363.2 (74.2) 151.4 EXELIXIS INC EX9 TH 363.2 (74.2) 151.4 EXELIXIS INC EX9 GR 363.2 (74.2) 151.4 EXELIXIS INC EXELEUR EU 363.2 (74.2) 151.4 FREESCALE SEMICO 1FS GR 3,159.0 (3,079.0) 1,264.0 FREESCALE SEMICO FSLEUR EU 3,159.0 (3,079.0) 1,264.0 FREESCALE SEMICO FSL US 3,159.0 (3,079.0) 1,264.0 FREESCALE SEMICO 1FS QT 3,159.0 (3,079.0) 1,264.0 FREESCALE SEMICO 1FS TH 3,159.0 (3,079.0) 1,264.0 GAMING AND LEISU GLPI US 2,516.1 (236.6) (98.2) GAMING AND LEISU 2GL GR 2,516.1 (236.6) (98.2) GARDA WRLD -CL A GW CN 1,531.1 (362.2) 56.2 GARTNER INC GGRA GR 2,091.5 (159.6) (173.7) GARTNER INC IT US 2,091.5 (159.6) (173.7) GENESIS HEALTHCA GEN US 6,121.4 (306.4) 223.8 GENESIS HEALTHCA SH11 GR 6,121.4 (306.4) 223.8 GENTIVA HEALTH GTIV US 1,225.2 (285.2) 130.0 GENTIVA HEALTH GHT GR 1,225.2 (285.2) 130.0 GLG PARTNERS INC GLG US 400.0 (285.6) 156.9 GLG PARTNERS-UTS GLG/U US 400.0 (285.6) 156.9 GOLD RESERVE INC GRZ CN 15.0 (32.3) (42.5) GRAHAM PACKAGING GRM US 2,947.5 (520.8) 298.5 GYMBOREE CORP/TH GYMB US 1,243.7 (378.0) 32.7 HCA HOLDINGS INC 2BH GR 31,896.0 (5,812.0) 2,908.0 HCA HOLDINGS INC HCAEUR EU 31,896.0 (5,812.0) 2,908.0 HCA HOLDINGS INC HCA US 31,896.0 (5,812.0) 2,908.0 HCA HOLDINGS INC 2BH TH 31,896.0 (5,812.0) 2,908.0 HD SUPPLY HOLDIN 5HD GR 6,505.0 (393.0) 1,466.0 HD SUPPLY HOLDIN HDS US 6,505.0 (393.0) 1,466.0 HECKMANN CORP-U HEK/U US 582.6 (4.9) 50.0 HERBALIFE LTD HOO GR 2,421.5 (130.7) 461.6 HERBALIFE LTD HLF US 2,421.5 (130.7) 461.6 HERBALIFE LTD HLFEUR EU 2,421.5 (130.7) 461.6 HOVNANIAN-A-WI HOV-W US 2,602.3 (128.1) 1,612.1 HUGHES TELEMATIC HUTCU US 110.2 (101.6) (113.8) IDEXX LABS IX1 GR 1,477.2 (38.8) 8.6 IDEXX LABS IDXX US 1,477.2 (38.8) 8.6 IDEXX LABS IX1 TH 1,477.2 (38.8) 8.6 INFOR US INC LWSN US 6,778.1 (460.0) (305.9) INSTRUCTURE INC INST US 64.2 (15.3) (15.5) INTERNATIONAL WI ITWG US 345.4 (9.7) 99.8 INVENTIV HEALTH VTIV US 2,205.7 (699.2) 112.4 IPCS INC IPCS US 559.2 (33.0) 72.1 ISTA PHARMACEUTI ISTA US 124.7 (64.8) 2.2 J CREW GROUP INC JCG US 1,627.1 (759.0) 111.7 JUST ENERGY GROU 1JE GR 1,281.8 (650.4) (48.0) JUST ENERGY GROU JE CN 1,281.8 (650.4) (48.0) JUST ENERGY GROU JE US 1,281.8 (650.4) (48.0) KEMPHARM INC KMPH US 61.4 (5.7) 52.8 KEMPHARM INC 1GD GR 61.4 (5.7) 52.8 L BRANDS INC LTD GR 7,969.0 (657.0) 1,836.0 L BRANDS INC LTD TH 7,969.0 (657.0) 1,836.0 L BRANDS INC LB US 7,969.0 (657.0) 1,836.0 L BRANDS INC LB* MM 7,969.0 (657.0) 1,836.0 L BRANDS INC LBEUR EU 7,969.0 (657.0) 1,836.0 LEAP WIRELESS LEAP US 4,662.9 (125.1) 346.9 LEAP WIRELESS LWI GR 4,662.9 (125.1) 346.9 LEAP WIRELESS LWI TH 4,662.9 (125.1) 346.9 LORILLARD INC LLV TH 4,154.0 (2,134.0) 1,135.0 LORILLARD INC LO US 4,154.0 (2,134.0) 1,135.0 LORILLARD INC LLV GR 4,154.0 (2,134.0) 1,135.0 MADISON-A/NEW-WI MSGN-W US 863.1 (1,246.3) 78.8 MAJESCOR RESOURC MJXEUR EU 0.0 (0.1) (0.1) MALIBU BOATS-A MBUU US 195.3 (8.5) 9.7 MALIBU BOATS-A M05 GR 195.3 (8.5) 9.7 MANNKIND CORP MNKD IT 278.0 (124.6) (196.1) MARRIOTT INTL-A MAR US 6,153.0 (3,589.0) (1,786.0) MARRIOTT INTL-A MAQ QT 6,153.0 (3,589.0) (1,786.0) MARRIOTT INTL-A MAQ GR 6,153.0 (3,589.0) (1,786.0) MARRIOTT INTL-A MAQ TH 6,153.0 (3,589.0) (1,786.0) MCBC HOLDINGS IN 1SG GR 89.7 (42.3) (34.4) MCBC HOLDINGS IN MCFT US 89.7 (42.3) (34.4) MDC COMM-W/I MDZ/W CN 1,617.2 (376.7) (326.5) MDC PARTNERS-A MD7A GR 1,617.2 (376.7) (326.5) MDC PARTNERS-A MDCA US 1,617.2 (376.7) (326.5) MDC PARTNERS-A MDZ/A CN 1,617.2 (376.7) (326.5) MDC PARTNERS-EXC MDZ/N CN 1,617.2 (376.7) (326.5) MERITOR INC MTOR US 2,195.0 (646.0) 174.0 MERITOR INC AID1 GR 2,195.0 (646.0) 174.0 MERRIMACK PHARMA MACK US 102.7 (140.7) (24.3) MERRIMACK PHARMA MP6 GR 102.7 (140.7) (24.3) MICHAELS COS INC MIK US 2,083.1 (1,909.9) 585.9 MICHAELS COS INC MIM GR 2,083.1 (1,909.9) 585.9 MIDSTATES PETROL MPO1EUR EU 1,298.1 (816.0) 96.2 MONEYGRAM INTERN MGI US 4,511.4 (244.2) (27.1) MOODY'S CORP MCO US 4,772.9 (240.2) 1,811.9 MOODY'S CORP DUT QT 4,772.9 (240.2) 1,811.9 MOODY'S CORP MCOEUR EU 4,772.9 (240.2) 1,811.9 MOODY'S CORP DUT TH 4,772.9 (240.2) 1,811.9 MOODY'S CORP DUT GR 4,772.9 (240.2) 1,811.9 MOTOROLA SOLUTIO MTLA TH 8,086.0 (298.0) 2,758.0 MOTOROLA SOLUTIO MOT TE 8,086.0 (298.0) 2,758.0 MOTOROLA SOLUTIO MTLA GR 8,086.0 (298.0) 2,758.0 MOTOROLA SOLUTIO MSI US 8,086.0 (298.0) 2,758.0 MPG OFFICE TRUST 1052394D US 1,280.0 (437.3) - MSG NETWORKS- A 1M4 TH 863.1 (1,246.3) 78.8 MSG NETWORKS- A MSGN US 863.1 (1,246.3) 78.8 NATHANS FAMOUS NATH US 81.9 (61.6) 60.8 NATHANS FAMOUS NFA GR 81.9 (61.6) 60.8 NATIONAL CINEMED NCMI US 1,006.2 (228.3) 65.4 NATIONAL CINEMED XWM GR 1,006.2 (228.3) 65.4 NAVIDEA BIOPHARM NAVB IT 17.5 (51.8) 8.7 NAVISTAR INTL NAV US 6,769.0 (4,809.0) 873.0 NAVISTAR INTL IHR GR 6,769.0 (4,809.0) 873.0 NAVISTAR INTL IHR TH 6,769.0 (4,809.0) 873.0 NEFF CORP-CL A NEFF US 656.3 (178.0) 20.5 NEW ENG RLTY-LP NEN US 202.4 (30.1) - NORTHERN OIL AND 4LT GR 1,001.2 (28.3) 32.8 NORTHERN OIL AND NOG US 1,001.2 (28.3) 32.8 NORTHWEST BIO NBYA GR 51.6 (57.4) (80.2) NORTHWEST BIO NWBO US 51.6 (57.4) (80.2) NTELOS HOLDINGS NTLS US 668.4 (22.1) 150.8 OMEROS CORP 3O8 TH 41.4 (9.0) 17.2 OMEROS CORP OMEREUR EU 41.4 (9.0) 17.2 OMEROS CORP 3O8 GR 41.4 (9.0) 17.2 OMEROS CORP OMER US 41.4 (9.0) 17.2 OMTHERA PHARMACE OMTH US 18.3 (8.5) (12.0) OUTERWALL INC OUTR US 1,266.8 (2.1) (7.0) OUTERWALL INC CS5 GR 1,266.8 (2.1) (7.0) PALM INC PALM US 1,007.2 (6.2) 141.7 PBF LOGISTICS LP PBFX US 432.7 (191.5) 27.8 PBF LOGISTICS LP 11P GR 432.7 (191.5) 27.8 PHILIP MORRIS IN PM US 32,011.0 (12,226.0) 10.0 PHILIP MORRIS IN 4I1 QT 32,011.0 (12,226.0) 10.0 PHILIP MORRIS IN PMI1 IX 32,011.0 (12,226.0) 10.0 PHILIP MORRIS IN PM FP 32,011.0 (12,226.0) 10.0 PHILIP MORRIS IN PM1EUR EU 32,011.0 (12,226.0) 10.0 PHILIP MORRIS IN PM1 TE 32,011.0 (12,226.0) 10.0 PHILIP MORRIS IN PMI EB 32,011.0 (12,226.0) 10.0 PHILIP MORRIS IN 4I1 TH 32,011.0 (12,226.0) 10.0 PHILIP MORRIS IN 4I1 GR 32,011.0 (12,226.0) 10.0 PHILIP MORRIS IN PMI SW 32,011.0 (12,226.0) 10.0 PHILIP MORRIS IN PM1CHF EU 32,011.0 (12,226.0) 10.0 PLANET FITNESS-A PLNT US 701.1 (14.2) (1.2) PLANET FITNESS-A 3PL TH 701.1 (14.2) (1.2) PLANET FITNESS-A 3PL GR 701.1 (14.2) (1.2) PLAYBOY ENTERP-A PLA/A US 165.8 (54.4) (16.9) PLAYBOY ENTERP-B PLA US 165.8 (54.4) (16.9) PLY GEM HOLDINGS PGEM US 1,311.1 (80.8) 264.6 PLY GEM HOLDINGS PG6 GR 1,311.1 (80.8) 264.6 POLYMER GROUP-B POLGB US 1,991.4 (3.9) 322.1 PROTALEX INC PRTX US 1.1 (13.5) 0.6 PROTECTION ONE PONE US 562.9 (61.8) (7.6) PUREBASE CORP PUBC US 0.4 (1.1) (1.4) PURETECH HEALTH PRTCGBX EU - - - PURETECH HEALTH PRTCL IX - - - PURETECH HEALTH PRTC LN - - - PURETECH HEALTH PRTCL PO - - - PURETECH HEALTH PRTCL EB - - - QUALITY DISTRIBU QLTY US 413.0 (22.9) 102.9 QUALITY DISTRIBU QDZ GR 413.0 (22.9) 102.9 QUINTILES TRANSN Q US 4,033.7 (179.9) 996.2 QUINTILES TRANSN QTS GR 4,033.7 (179.9) 996.2 RAYONIER ADV RYAM US 1,286.9 (17.0) 208.0 RAYONIER ADV RYQ GR 1,286.9 (17.0) 208.0 REGAL ENTERTAI-A RGC* MM 2,409.1 (902.0) (133.8) REGAL ENTERTAI-A RETA GR 2,409.1 (902.0) (133.8) REGAL ENTERTAI-A RGC US 2,409.1 (902.0) (133.8) RENAISSANCE LEA RLRN US 57.0 (28.2) (31.4) RENTECH NITROGEN 2RN GR 291.1 (138.0) 13.7 RENTECH NITROGEN RNF US 291.1 (138.0) 13.7 RENTPATH LLC PRM US 208.0 (91.7) 3.6 REVLON INC-A REV US 1,924.5 (623.3) 334.4 REVLON INC-A RVL1 GR 1,924.5 (623.3) 334.4 ROUNDY'S INC 4R1 GR 1,095.7 (92.7) 59.7 ROUNDY'S INC RNDY US 1,095.7 (92.7) 59.7 RURAL/METRO CORP RURL US 303.7 (92.1) 72.4 RYERSON HOLDING RYI US 1,793.9 (119.1) 620.3 SALLY BEAUTY HOL S7V GR 2,094.4 (297.8) 695.4 SALLY BEAUTY HOL SBH US 2,094.4 (297.8) 695.4 SANCHEZ ENERGY C 13S GR 1,532.2 (473.6) 171.9 SANCHEZ ENERGY C 13S TH 1,532.2 (473.6) 171.9 SANCHEZ ENERGY C SN US 1,532.2 (473.6) 171.9 SANCHEZ ENERGY C SN* MM 1,532.2 (473.6) 171.9 SBA COMM CORP-A SBAC US 7,396.8 (1,697.7) 46.6 SBA COMM CORP-A SBACEUR EU 7,396.8 (1,697.7) 46.6 SBA COMM CORP-A SBJ TH 7,396.8 (1,697.7) 46.6 SBA COMM CORP-A SBJ GR 7,396.8 (1,697.7) 46.6 SCIENTIFIC GAM-A SGMS US 8,615.1 (980.8) 655.1 SCIENTIFIC GAM-A TJW GR 8,615.1 (980.8) 655.1 SEARS HOLDINGS SHLD US 12,769.0 (1,293.0) 701.0 SEARS HOLDINGS SEE TH 12,769.0 (1,293.0) 701.0 SEARS HOLDINGS SEE GR 12,769.0 (1,293.0) 701.0 SILVER SPRING NE 9SI TH 529.8 (99.3) (31.1) SILVER SPRING NE 9SI GR 529.8 (99.3) (31.1) SILVER SPRING NE SSNI US 529.8 (99.3) (31.1) SIRIUS XM CANADA XSR CN 293.1 (143.4) (185.6) SOLAZYME INC SZYMEUR EU 209.0 (19.5) 120.5 SOLAZYME INC S7Y TH 209.0 (19.5) 120.5 SOLERA HOLDINGS BXS GR 3,754.7 (10.8) 378.4 SOLERA HOLDINGS SLH US 3,754.7 (10.8) 378.4 SPORTSMAN'S WARE SPWH US 343.4 (14.0) 91.8 SPORTSMAN'S WARE 06S GR 343.4 (14.0) 91.8 STINGRAY - SUB V RAY/A CN 128.2 (17.8) (41.0) STINGRAY DIG-VSV RAY/B CN 128.2 (17.8) (41.0) SUN BIOPHARMA IN SNBP US - - - SUPERVALU INC SVU US 4,612.0 (511.0) (42.0) SUPERVALU INC SJ1 TH 4,612.0 (511.0) (42.0) SUPERVALU INC SVU* MM 4,612.0 (511.0) (42.0) SUPERVALU INC SJ1 GR 4,612.0 (511.0) (42.0) SYNERGY PHARMACE SGYP US 144.0 (27.1) 123.4 SYNERGY PHARMACE SGYPEUR EU 144.0 (27.1) 123.4 SYNERGY PHARMACE S90 GR 144.0 (27.1) 123.4 THERAVANCE HVE GR 437.6 (323.0) 212.5 THERAVANCE THRX US 437.6 (323.0) 212.5 THRESHOLD PHARMA NZW1 GR 64.0 (30.9) 38.0 THRESHOLD PHARMA THLD US 64.0 (30.9) 38.0 TRANSDIGM GROUP TDG US 8,427.0 (1,038.3) 1,173.7 TRANSDIGM GROUP T7D GR 8,427.0 (1,038.3) 1,173.7 TRINET GROUP INC TN3 GR 1,609.6 (14.1) 54.4 TRINET GROUP INC TNET US 1,609.6 (14.1) 54.4 UNISYS CORP UISEUR EU 2,097.9 (1,451.3) 124.7 UNISYS CORP USY1 TH 2,097.9 (1,451.3) 124.7 UNISYS CORP USY1 GR 2,097.9 (1,451.3) 124.7 UNISYS CORP UISCHF EU 2,097.9 (1,451.3) 124.7 UNISYS CORP UIS1 SW 2,097.9 (1,451.3) 124.7 UNISYS CORP UIS US 2,097.9 (1,451.3) 124.7 VECTOR GROUP LTD VGR GR 1,398.8 (56.8) 457.4 VECTOR GROUP LTD VGR US 1,398.8 (56.8) 457.4 VENOCO INC VQ US 403.8 (354.3) 195.7 VERISIGN INC VRS GR 2,577.3 (1,031.4) (38.8) VERISIGN INC VRS TH 2,577.3 (1,031.4) (38.8) VERISIGN INC VRS QT 2,577.3 (1,031.4) (38.8) VERISIGN INC VRSN US 2,577.3 (1,031.4) (38.8) VERIZON TELEMATI HUTC US 110.2 (101.6) (113.8) VERSEON CORP VSN LN - - - VIRGIN MOBILE-A VM US 307.4 (244.2) (138.3) W&T OFFSHORE INC WTI US 1,600.0 (475.8) (136.4) W&T OFFSHORE INC UWV GR 1,600.0 (475.8) (136.4) WEIGHT WATCHERS WW6 GR 1,395.2 (1,337.7) (193.6) WEIGHT WATCHERS WW6 QT 1,395.2 (1,337.7) (193.6) WEIGHT WATCHERS WTWEUR EU 1,395.2 (1,337.7) (193.6) WEIGHT WATCHERS WTW US 1,395.2 (1,337.7) (193.6) WEIGHT WATCHERS WW6 TH 1,395.2 (1,337.7) (193.6) WEST CORP WT2 GR 3,556.9 (595.5) (6.6) WEST CORP WSTC US 3,556.9 (595.5) (6.6) WESTERN REFINING WNRL US 412.0 (28.1) 66.3 WESTERN REFINING WR2 GR 412.0 (28.1) 66.3 WINGSTOP INC EWG GR 117.2 (14.3) 3.6 WINGSTOP INC WING US 117.2 (14.3) 3.6 WINMARK CORP GBZ GR 46.8 (36.0) 11.1 WINMARK CORP WINA US 46.8 (36.0) 11.1 WYNN RESORTS LTD WYNN* MM 9,981.2 (60.8) 1,234.7 WYNN RESORTS LTD WYNNCHF EU 9,981.2 (60.8) 1,234.7 WYNN RESORTS LTD WYNN SW 9,981.2 (60.8) 1,234.7 WYNN RESORTS LTD WYNN US 9,981.2 (60.8) 1,234.7 WYNN RESORTS LTD WYR TH 9,981.2 (60.8) 1,234.7 WYNN RESORTS LTD WYR QT 9,981.2 (60.8) 1,234.7 WYNN RESORTS LTD WYR GR 9,981.2 (60.8) 1,234.7 XERIUM TECHNOLOG XRM US 570.2 (107.3) 71.1 XERIUM TECHNOLOG TXRN GR 570.2 (107.3) 71.1 YRC WORLDWIDE IN YRCW US 1,964.8 (427.3) 197.3 YRC WORLDWIDE IN YEL1 GR 1,964.8 (427.3) 197.3 YRC WORLDWIDE IN YEL1 TH 1,964.8 (427.3) 197.3 ********* 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 ***