/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/151216.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, December 16, 2015, Vol. 19, No. 350 Headlines 33 PECK: RobertDouglas Approved as Real Estate Advisor ALLIED NEVADA: Seeks Stay of Plan Confirmation Order ALONSO & CARUS: Servimetal Objects to Disclosure Statement ALPHA NATURAL: Parties Balk at Bid for Official Equity Committee ALPHA NATURAL: Trustee Says Equity Committee for Alpha A Pointless AMERICAN EAGLE: Oil Prices Raise Going Concern Doubt for AMZGQ ANNA'S LINENS: Transplace Texas Granted $1MM Secured Claim ANTIGUA CANTINA: Voluntary Chapter 11 Case Summary ARCHROCK INC: S&P Affirms 'BB-' CCR Then Withdraws Rating ATLANTIC & PACIFIC: Kam Food Buys Brooklyn Assets for $3-Mil. ATLANTIC & PACIFIC: PSK Buys 2 NY Stores for $19.4-Mil. BERNARD L. MADOFF: Sixth Distribution to Claim Holders Commences BIOMEDNANOTECH INC: Case Summary & 13 Top Unsecured Creditors BOOMERANG SYSTEMS: Wants Until April 14, 2016 to Propose Plan BOOMERANG TUBE: Talks to Lenders After Plan Rejected BOWLES SUB PARCEL C: Postpetition Default Interest Award Affirmed BROOKLYN NAVY: S&P Raises Rating on $100MM Sr. Sec. Bonds to 'B-' BRUCE BERNARD NOLTE: MT Technology's $8.84MM Claim Disallowed BUDD COMPANY: Eyes March 2016 Confirmation of Plan BUDD COMPANY: Finalizes Deal with TKNA; Unsecureds to Recover 67% BUDD COMPANY: Insurers Await Second Amended Ch. 11 Plan BUDD COMPANY: UAW Says Amended Plan Unconfirmable CABALLO2015 LLC: Case Summary & 3 Largest Unsecured Creditors CABEL ASSOCIATES: Voluntary Chapter 11 Case Summary CAMBIUM LEARNING: S&P Raises CCR to 'B-', Outlook Stable CENTRAL CONVENTRY: Superior Court of Rhode Island Has Jurisdiction CHARTER NEX: S&P Affirms 'B' CCR, Outlook Remains Stable CHRIST HEALING: Case Summary & 7 Largest Unsecured Creditors COLT DEFENSE: Committee's Investigation Period Extended to Dec. 31 COLT DEFENSE: US Trustee Says Chapter 11 Plan Is Overly Broad CORNERSTONE HOMES: Court Confirms Joint Plan of Liquidation COWAN ROAD: Voluntary Chapter 11 Case Summary CROWN CASTLE: S&P Raises CCR From 'BB+', Off Watch Positive CUBIC ENERGY: Taps Prime Clerk as Claims and Noticing Agent CUBIC ENERGY: Targeting February Confirmation of Prepack Plan CUBIC ENERGY: To Assume Plan Support Agreement DIOCESE OF DULUTH: Judge Robert Kressel Encourages Mediation ENERGY FUTURE: EFIH PIK Noteholders Appeal Ruling on Premiums ENERGY FUTURE: Mudrick Appeals Ruling on Postpetition Interest ENERGY FUTURE: Regulator Says Hunt's Buy Would Rip Off Ratepayers ENOR CORP: December 18 Meeting Set to Form Creditors' Panel ENRON NIGERIA: DC Circ. Told Scandal Didn't Nix Nigeria Contract EZTD INC: Recognises Substantial Doubt on Going Concern Ability FANNIE MAE & FREDDIE MAC: Josh Rosner Updates Utility Reform Model FORESIGHT ENERGY: Moody's Cuts CFR to B3, On Review for Downgrade GETTY IMAGES: S&P Lowers CCR to 'SD' & Rates $252.5MM Notes 'CCC+' GRAHAM GULF: Reports Total Assets of $66.6 Million GT ADVANCED: Seeks to Pay Exit Financing's Put Option Premium HANGER INC: Completes Solicitation; Default Notice Nullified HONG KONG ENTERTAINMENT: Mariana Islands Casino in Ch. 11 INC RESEARCH: S&P Raises CCR to 'BB', Outlook Positive JARDEN CORP: S&P Puts 'BB' CCR on CreditWatch Positive JW RESOURCES: Sale of 10 Vehicles to Middlesboro for $60K Approved LIGHTSQUARED INC: Settles GPS Suit with Trimble Navigation LPATH INC: Expects to Incur Cash Losses from Operations in 2015 MAGNUM HUNTER: Case Summary & 50 Largest Unsecured Creditors MARINE ENERGY: Trustee to Disburse Funds for Gilliam to US MATTHEW AUTTERSON: Trust and Partnership Claims Reduced By 26% MEDIAOCEAN LLC: Term Loan Upsize No Impact on Moody's 'B3' CFR MEN'S WEARHOUSE: Moody's Affirms Ba3 CFR & Revises Outlook to Neg. MEN'S WEARHOUSE: S&P Lowers CCR to 'B', Outlook Stable METABOLIX INC: Admits Current Capital May Not be Sufficient MICRON TECHNOLOGY: Moody's Affirms Ba2 CFR, Outlook Stable MICRON TECHNOLOGY: S&P Affirms 'BB' CCR on Inotera Stake Plans MICROSEMI CORP: Moody's Cuts CFR to Ba3 & Rates Sec. Debt (P)Ba3 MIDWAY GOLD: Wants Title Company to Pay Net Proceeds Into Registry MOLYCORP INC: 10% Noteholders Object to Exclusivity Extension MOLYCORP INC: Can Pay Incentives to Senior Executives MOLYCORP INC: U.S. Trustee, Noteholders Object to Plan Outline MSES CONSULTANTS: Case Summary & 20 Largest Unsecured Creditors NEW MEDIA: Moody's to Retain B2 CFR on Announced Transactions NEW YORK MILITARY: Court Approves $15.8MM Sale to Non-Profit NEW YORK MILITARY: Terms of Sale to Natural Conservation OPTIMA SPECIALTY: S&P Lowers CCR to 'CCC+', Outlook Negative ORIENT PAPER: Expresses Substantial Doubt on Going Concern Ability OZBURN-HESSEY HOLDINGS: S&P Withdraws 'B' CCR After Ratings Hike PALM DRIVE: S&P Reinstates 'CCC+' Rating on COPs Due 2025 PORTER BANCORP: Has Substantial Doubt on Going Concern Ability POSITIVEID CORP: Posts $93K Net Loss in Qtr. Ended Sept. 30 PROAMPAC INTERMEDIATE: Moody's Cuts Corporate Family Rating to B3 PROAMPAC INTERMEDIATE: S&P Affirms 'B' Rating on $725MM Loans RADIAN GUARANTY: S&P Raises Counterparty Credit Rating to 'BB+' RICEBRAN TECHNOLOGIES: Losses, Negative Cash Flows Raise Doubt RIVER CREE: DBRS Confirms 'BB' Issuer Rating S.G.F. PROPERTIES: SEFCU's Bid for Stay Pending Appeal Denied SABINE OIL: Creditors Object to Performance Award Program SCHOPFS HILLTOP: Case Summary & 17 Largest Unsecured Creditors SIGA TECHNOLOGIES: Creditors Fight Bid to Maintain Control of Case SIGA TECHNOLOGIES: Files Consensual Plan of Reorganization SOLAVEI LLC: Judge Awards $346,000 Legal Fees in Stream Litigation SPRINGMORE II: Directed by Court to Finalize Sale of Virginia Hotel SPRINT INDUSTRIAL: S&P Lowers CCR to 'CCC', Outlook Negative SQUARETWO FINANCIAL: S&P Lowers ICR to 'CCC', on Watch Negative STEARNS HOLDINGS: S&P Affirms 'B+' ICR, Off Watch Negative STRATA ENERGY: Chapter 15 Case Summary SUNTECH AMERICA: Exclusive Solicitation Period Extended to March 9 TECK RESOURCES: DBRS Cuts Issuer Rating to 'BB' TPC GROUP: Moody's Lowers CFR to B3 & Revises Outlook to Stable UNIVERSITY GENERAL: Proposed Postpetition Financing Partly Granted VICTORY NICKEL: Gets Notice of Default on Promissory Note WALTER ENERGY: UMWA Funds Objects to Bid to Reject CBA WATTENBERG OIL: Involuntary Chapter 11 Case Summary WRIGHTWOOD GUEST: Seeks Authority to Use Cash Collateral YELLOWSTONE CLUB: Trustee Wants Founder, Counsel Sanctioned [*] 3 Firms Earn High Praise From Clients for 15 Consecutive Years [*] Ex-Moss & Barnett Attorney Joins FNCB as General Counsel [*] Kirkland & Ellis' Stephen Hessler Named as Law360 Bankr. MVP [*] Revisions to LMA Trading Documents to Go Live Today [*] Steep Fall in Base Metal Prices Poses Risk on Issuers ********* 33 PECK: RobertDouglas Approved as Real Estate Advisor ------------------------------------------------------ The U.S. Bankruptcy Court for the Southern District of New York authorized 33 Peck Slip Acquisition LLC, et al., to employ RobertDouglas as real estate advisor effective as of Sept. 3, 2015. The Court also ordered that prior to the payment by the Debtors of any commission or other compensation owed to RD, the Debtors will seek approval to pay RD's compensation in connection with any sale. Prior to the completion of any sale the Debtors are authorized to reimburse RD for up to an aggregate of $50,000 of actual, out-of-pocket expenses incurred by RD on or after the petition date as part of its retention by the Debtors' [JLG] , but will seek approval of these expenses in a final fee application. About 33 Peck Owners of four New York City hotel properties, namely 33 Peck Slip Acquisition LLC, Gemini 37 West 24th Street MT, LLC, 36 West 38th Street LLC and 52 West 13th P, LLC, have sought Chapter 11 bankruptcy protection, intending to auction off their assets in connection with a Chapter 11 plan. The Debtors are affiliated with Gemini Real Estate Advisors. 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. The bar date for filing proofs of claim is Dec. 16, 2015. The Debtors have submitted a liquidating plan that will pay off creditors from proceeds of the sale of the assets. The Debtors have solicited stalking horse initial offers for the properties totaling $200 million, subject to potential higher bids at a Nov. 10 auction. The Debtors plan to sell the Seaport hotel for $37.5 million, the Jade hotel for $78 million, the Wyndham hotel for $57 million, and the development site for $25.5 million. ALLIED NEVADA: Seeks Stay of Plan Confirmation Order ---------------------------------------------------- Brian Tuttle asks the U.S. Bankruptcy Court for the District of Delaware to stay its order confirming Allied Nevada Gold Corp., et al.'s Amended Joint Chapter 11 Plan of Reorganization. Mr. Tuttle asserts that denying his Oral Motion is extremely prejudicial to him and the dissenting impaired stakeholders. He further asserts that he is only seeking what is in the best interest for the impaired class 8 stakeholders who have dissented against the plan. Brian Tuttle is represented by: Brian Tuttle, Pro Se 3424 Belmont Blvd. Sarasota, Florida 34232 Telephone: (941) 328-9015 Email: K6v9581k3@gmail.com About Allied Nevada Allied Nevada Gold Corp. ("ANV"), a Delaware corporation, is a publicly traded U.S.-based gold and silver producer engaged in mining, developing and exploring properties in the State of Nevada. ANV was spun off from Vista Gold Corp. in 2006 and began Operations in May 2007. Nevada-based mining properties acquired from Vista include the Hycroft Mine, an open-pit heap leach operation located 54 miles west of Winnemucca, Nevada. ANV controls 75 exploration properties throughout Nevada as of Dec. 31, 2014. On March 10, 2015, ANV and 13 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware. The cases are jointly administered under Lead Case No. 15-10503. The cases are assigned to Judge Mary F. Walrath. The Debtors have tapped Blank Rome LLP and Akin Gump Strauss Hauer & Feld LLP as attorneys; FTI Consulting Inc. as financial advisor; Moelis & Company as financial advisor; and Prime Clerk LLC as claims and noticing agent. ANV disclosed $941 million in total assets and $664 million in total debt as of Dec. 31, 2014. BankruptcyData reported that Allied Nevada Gold's Amended Joint Chapter 11 Plan of Reorganization became effective and the Company emerged from Chapter 11 protection. The Court confirmed the Plan on Oct. 8, 2015. Highlights of the Plan include the following: As a result of the financial restructuring, the Company eliminated approximately $447.7 million of debt and related interest payments from its balance sheet. The Company closed two financings: a $126.7 million first lien term loan credit agreement and $95 million of second lien convertible notes. The credit agreement proceeds were used to repay the Company's outstanding loan obligations related to its revolving credit agreement and the amounts owed under the Company's diesel and cross-currency swap arrangements. ALONSO & CARUS: Servimetal Objects to Disclosure Statement ---------------------------------------------------------- Creditor Servimetal, LLC, is asking the Bankruptcy Court to deny approval of the disclosure statement explaining Alonso & Carus Iron Works, Inc.'s Chapter 11 plan. The Debtor included Servimetal in its Amended Schedule F as an unsecured creditor with a claim of $28,884.90 for steel (raw material) products. Notwithstanding, said amount does not include the 1% interest to which Servimetal is entitled to as per the terms of the invoices. On July 15, 2015, Servimetal filed its proof of claim in an amount of $29,737, which includes the aforementioned interest. According to Servimetal, the Debtor's Disclosure Statement does not provide the correct amount for Servimetal's claim. The amount disclosed by the Debtor, which was the same disclosed in Amended Schedule F, does not include the interest to which Servimetal is entitled. Attorneys for Servimetal: FERRAIUOLI LLC Sonia E. Colon, Esq. Camille N. Somoza, Esq. P.O. Box 195168 San Juan, Puerto Rico 00917 Tel: (787) 766-7000 Fax: (787) 766-7001 E-mail: scolon@ferraiuoli.com csomoza@ferraiuoli.com The Debtor's Plan The Debtor on May 28, 2015, filed its Chapter 11 Plan of Reorganization and explanatory Disclosure Statement. The Plan provides for the payment in full to all creditors: (i) BPPR's secured claims in the amount of approximately $11,200,000 -- the total amount outstanding under two loans BPPR provided to the Debtor -- will be paid in full over a 300 month period (25 years), including interest at 5.25% per annum. The monthly payments to BPPR will total $67,007.01 and that both loans will have a balloon payment on June 30, 2020. The Debtor expects to re-negotiate the balloon payments before such date and continue with the monthly payments as set forth above. BPPR's claims are impaired. (ii) The claims of general unsecured creditors -- the total of which the Debtor estimates to be approximately $3,800,000 -- will be paid in full over a 72 month period (6 years), in equal monthly installments of $50,460, without interest. The claims of general unsecured creditors are impaired. (iii) The Equity Holders will retain their shares in the reorganized Debtor unaltered. The interests of shareholders are unimpaired. About Alonso & Carus Alonso & Carus Iron Works, Inc., sought Chapter 11 protection (Bankr. D.P.R. Case No. 15-02250) in Old San Juan, Puerto Rico, on March 27, 2015. The case is assigned to Judge Enrique S. Lamoutte Inclan. The Catano, Puerto Rico-based debtor has filed schedules of assets and liabilities, disclosing $23,028,113 in total assets and $14,919,146 in total debt. The Debtor on the Petition Date filed applications to employ Charles A Curpill, PSC Law office, as counsel; and CPA Luis R. Carrasquillo & Co, PSC as financial consultant. The Official Committee of Unsecured Creditors in the Chapter 11 case tapped Glassratner Advisory & Capital Group, LLC, as financial advisors effective as of July 15, 2015. ALPHA NATURAL: Parties Balk at Bid for Official Equity Committee ---------------------------------------------------------------- BankruptcyData reported that multiple parties -- including Alpha Natural Resources, its official committee of unsecured creditors, Citibank & Citicorp North America and the U.S. Trustee assigned to the case -- filed with the U.S. Bankruptcy Court separate objections to the motion of certain equity security holders seeking appointment of an official committee of equity security holders. The U.S. Trustee argues, "By any realistic measurement, Alpha Natural Resources and its affiliated debtors are hopelessly insolvent and there is no realistic possibility for the recovery of equity holders in these cases. Since reaching $45 a share in 2011, Alpha's share prices have dropped to a current value of around $0.34 a share. In the months leading up to this bankruptcy, the stock prices traded so low that the company was involuntarily delisted from the New York Stock Exchange….All of this is, of course, occurring in a context in which the coal industry is suffering unprecedented losses and reduction and in which coal prices continue to plummet as demand shrinks and the expenses associated with production skyrocket. Based on all of these facts, the United State Trustee -- the person Congress has charged in the first instance with making the decision as to the appropriateness of an Equity Committee -- properly exercised her discretion to decline to further burden the creditors and the estate with the expenses of such a committee. Despite this, a group of nine shareholders (the 'Requesting Shareholders'), holding approximately 1% of Alpha's outstanding equity, has requested that the Court further deplete Alpha's resources to the tune of at least $75,000 a month for yet another set of professionals just to 'monitor and stay abreast of developments in these cases' and even more if they choose to participate in the cases in any meaningful way." About Alpha Natural Resources Alpha Natural -- http://www.alphanr.com/-- is a coal supplier, ranked second largest among publicly traded U.S. coal producers as measured by 2014 consolidated revenues of $4.3 billion. Alpha Natural Resources, Inc. (Bankr. E.D. Va. Case No. 15-33896) and its affiliates filed separate Chapter 11 bankruptcy petitions on Aug. 3, 2015, listing $9.9 billion in total assets as of June 30, 2015, and $7.3 billion in total liabilities as of June 30, 2015. The petition was signed by Richard H. Verheij, executive vice president, general counsel and corporate secretary. Judge Kevin R. Huennekens presides over the case. David G. Heiman, Esq., Carl E. Black, Esq., and Thomas A. Wilson, Esq., at Jones Day serve as the Debtors' general counsel. Tyler P. Brown, Esq., J.R. Smith, Esq., Henry P. (Toby) Long, III, Esq., and Justin F. Paget, Esq., serve as the Debtors' local counsel. Rothschild Group is the Debtors' financial advisor. Alvarez & Marshal Holdings, LLC, is the Debtors' investment banker. Kurtzman Carson Consultants, LLC, is the Debtors' claims and noticing agent. The U.S. Trustee for Region 4 appointed seven creditors of Alpha Natural Resources Inc. to serve on the official committee of unsecured creditors. Dennis F. Dunne, Esq., Evan R. Fleck, Esq., and Eric K. Stodola, Esq., at Milbank, Tweed, Hadley & McCloy LLP; and William A. Gray, Esq., W. Ashley Burgess, Esq., and Roy M. Terry, Jr., Esq. at Sands Anderson PC, represent the Committee. ALPHA NATURAL: Trustee Says Equity Committee for Alpha A Pointless ------------------------------------------------------------------ Cara Salvatore at Bankruptcy Law360 reported bankrupt mining conglomerate Alpha Natural Resources Inc.'s equity holders shouldn't get an official committee in the company's bankruptcy, the U.S. trustee in the case said on Dec. 10, 2015, arguing that there is "no realistic possibility" they'll get any money back. In a filing on Dec. 10, in Virginia bankruptcy court, U.S. Trustee Judy Robbins said that equity security holders are wiped out for good and wouldn't be helped by having a voice through the mechanism of an official committee. About Alpha Natural Resources Alpha Natural -- http://www.alphanr.com/-- is a coal supplier, ranked second largest among publicly traded U.S. coal producers as measured by 2014 consolidated revenues of $4.3 billion. Alpha Natural Resources, Inc. (Bankr. E.D. Va. Case No. 15-33896) and its affiliates filed separate Chapter 11 bankruptcy petitions on Aug. 3, 2015, listing $9.9 billion in total assets as of June 30, 2015, and $7.3 billion in total liabilities as of June 30, 2015. The petition was signed by Richard H. Verheij, executive vice president, general counsel and corporate secretary. Judge Kevin R. Huennekens presides over the case. David G. Heiman, Esq., Carl E. Black, Esq., and Thomas A. Wilson, Esq., at Jones Day serve as the Debtors' general counsel. Tyler P. Brown, Esq., J.R. Smith, Esq., Henry P. (Toby) Long, III, Esq., and Justin F. Paget, Esq., serve as the Debtors' local counsel. Rothschild Group is the Debtors' financial advisor. Alvarez & Marshal Holdings, LLC, is the Debtors' investment banker. Kurtzman Carson Consultants, LLC, is the Debtors' claims and noticing agent. The U.S. Trustee for Region 4 appointed seven creditors of Alpha Natural Resources Inc. to serve on the official committee of unsecured creditors. Dennis F. Dunne, Esq., Evan R. Fleck, Esq., and Eric K. Stodola, Esq., at Milbank, Tweed, Hadley & McCloy LLP; and William A. Gray, Esq., W. Ashley Burgess, Esq., and Roy M. Terry, Jr., Esq. at Sands Anderson PC, represent the Committee. AMERICAN EAGLE: Oil Prices Raise Going Concern Doubt for AMZGQ -------------------------------------------------------------- American Eagle Energy Corporation (OTCMKTS: AMZGQ) incurred a net loss of $59,239,000 for the three month-period ended September 30, 2015, compared to a net loss of $8,738,000 for the same period in 2014. At September 30, 2015, the company's total liabilities exceeded its total assets by approximately $154.8 million. The company had total assets of $53,698,000 and total liabilities of $208,505,000 as of September 30, 2015. "The sharp decline in oil prices that occurred during the latter part of 2014, and the continued depressed pricing, has materially reduced the revenues that were generated from the sale of our oil and gas production volumes during that period, which, in turn, negatively affected our working capital balance and resulted in write-downs of our oil and gas properties totaling approximately $168.7 million during 2015," Bradley M. Colby, president and chief executive officer of the company, said in a regulatory filing with the U.S. Securities and Exchange Commission on November 10, 2015. "The potential for future oil prices to remain at their current price levels for an extended period of time raises substantial doubt regarding our ability to continue as a going concern." As a result of falling oil prices and decline in its oil and gas production, the company generated approximately $10.2 million of negative cash flow from its operations for the nine-month period ended September 30, 2015. In addition, the company is in default under the terms of the Indenture related to its outstanding Bonds, as a result of paying only a portion of the interest that was due on the Bonds as of March 31, 2015, as well as the failure to meet or maintain a number of financial ratios required by the Bond Indenture, according to Mr. Colby. "Our Bonds, which mature on September 1, 2019," Mr. Colby explained, "carry an annual interest rate of 11% and are secured by first lien positions in substantially all of our assets, although possibly subordinate to certain statutory liens in favor of certain providers of services to us. Until our Senior Credit Facility was terminated, our Bonds were secured by second lien positions in substantially all of our assets. Interest related to the Bonds is payable in arrears on March 1st and September 1st of each year until the Bonds mature...We elected to defer the payment of approximately $9.8 million of interest on our Bonds that was due on March 2, 2015. The terms of the Bond Indenture provide for a 30-day cure period, during which the interest payment could have been made without the late payment constituting an event of default. We did not pay the interest due on the Bonds prior to the end of the 30-day grace period. The failure to pay the full amount of interest that was due on the bonds as of March 31, 2015 constitutes an event of default under the terms of the Bond Indenture. On April 2, 2015, we entered into a Forbearance Agreement with the Ad Hoc Group and, pursuant to its terms, we paid $4.0 million of the interest that was due on the Bonds as of March 1, 2015. The Forbearance Agreement was scheduled to expire on May 15, 2015. However, we filed voluntary petitions for reorganization relief prior to the expiration of the forbearance period." A full-text copy of the company's quarterly report is available for free at: http://tinyurl.com/zkp4o73 Based in Littleton, Colorado, American Eagle Energy Corporation (OTCMKTS: AMZGQ) has been engaged in exploration and production activities in the northern United States, as well as southern Saskatchewan, Canada. As of June 30, 2015, the company was engaged in exploration and production activities in the northwest portion of Divide development of it Spyglass Area, which generated 100% of its revenue during the nine months ended September 30, 2015, and represents 100% of its estimated remaining proved reserves as of September 30, 2015. ANNA'S LINENS: Transplace Texas Granted $1MM Secured Claim ---------------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California approved a stipulation between Anna's Linens, Inc., and Transplace Texas LP allowing and directing payment of secured claim. The stipulation provides that the allowed remaining Transplace secured claim will be $1 million. Except for the Remaining Transplace Secured Claim, Transplace will have no other claim against the Debtor or the estate, including no administrative priority claim or other claim arising out of the Stored Goods and the Debtor and the estate will have no claim against Transplace. The Debtor will pay Transplace $1 million from the Possessory Lien Reserve in full and complete satisfaction of the Remaining Transplace Secured Claim. About Anna's Linens Anna's Linens is a specialty retailer offering home textiles, furnishings and decor at attractive prices. Headquartered in Costa Mesa, California, operates a chain of 268 company owned retail stores throughout 19 states in the United States (including Puerto Rico and Washington, D.C.) generates over $300 million in annual revenue and employs a workforce of over 2,500 associates. Anna's Linens sought Chapter 11 bankruptcy protection (Bankr. C.D. Cal. Case No. 15-13008) in Santa Ana, California, on June 14, 2015. The case is assigned to Judge Theodor Albert. The Debtor tapped Levene, Neale, Bender, Yoo & Brill LLP as counsel. The Debtor estimated assets of $50 million to $100 million and debt of $100 million to $500 million. The U.S. trustee overseeing the Chapter 11 case of Anna's Linens Inc. appointed seven creditors to serve on the official committee of unsecured creditors. ANTIGUA CANTINA: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: Antigua Cantina & Grill, Inc. 100 Cashman Circle Sacramento, CA 95835 Case No.: 15-29600 Chapter 11 Petition Date: December 14, 2015 Court: United States Bankruptcy Court Eastern District of California (Sacramento) Judge: Hon. Michael S. McManus Debtor's Counsel: Noel Knight, Esq. LAW OFFICES OF NOEL KNIGHT 710 W. 18th Street, Suite 2 Merced, CA 95340 Tel: 510-435-9210 Email: lawknight@hotmail.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $500,000 to $1 million The petition was signed by Felipe Olvera, Jr., president. The Debtor did not include a list of its largest unsecured creditors when it filed the petition. ARCHROCK INC: S&P Affirms 'BB-' CCR Then Withdraws Rating --------------------------------------------------------- Standard & Poor's Ratings Services said it affirmed its 'BB-' corporate credit rating on Houston-based energy company Archrock Inc. (formerly Exterran Holdings Inc.) after the company redeemed the entire amount of its $350 million 7.25% senior notes due 2018. S&P subsequently withdrew all of its debt ratings on the company at the company's request. ATLANTIC & PACIFIC: Kam Food Buys Brooklyn Assets for $3-Mil. ------------------------------------------------------------- An affiliate of Great Atlantic & Pacific Tea Company Inc. has sold its retail store in New York to Kam Food Stores Inc. Kam Food made a $3 million offer for the store located at 2185 Coyle Street, Brooklyn. A&P Real Property LLC runs the store under the Food Basics name. The companies signed the deal following a court-supervised auction in October where Kam Food's $3 million offer was selected as the winning bid. The sale was approved by Judge Robert Drain of the U.S. Bankruptcy Court for the Southern District of New York. A copy of the court order is available for free at http://is.gd/xM9RYz A&P is still awaiting court approval for a separate agreement it made with Kam Food, which calls for the sale of two New York stores for $500,000. The stores are located in Tottenville and Staten Island. A&P runs the stores under the Waldbaums and Pathmark names. 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. ATLANTIC & PACIFIC: PSK Buys 2 NY Stores for $19.4-Mil. ------------------------------------------------------- Great Atlantic & Pacific Tea Company, Inc. has sold two stores in New York to PSK Supermarkets Inc. PSK Supermarkets made a $19.4 million cash offer to purchase the stores located at 300 West 145th Street and at 245 Route 25A, Rocky Point, in New York. Great Atlantic operates the stores under the Pathmark and Waldbaums names. PSK Supermarkets' $19.4 million offer was selected as the winning bid at a court-supervised auction held in October. Aside from the cash offer, PSK Supermarkets will also assume certain liabilities of the company, according to court filings. The sale was approved by Judge Robert Drain of the U.S. Bankruptcy Court for the Southern District of New York. A copy of the court order is available without charge at http://is.gd/pYwwWW Carver Federal Savings Bank had earlier opposed the sale. The bank, which operates a branch at the Pathmark store, opposed any move to reject its license agreement with Great Atlantic's affiliate in connection with the sale. 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. BERNARD L. MADOFF: Sixth Distribution to Claim Holders Commences ---------------------------------------------------------------- Irving H. Picard, Securities Investor Protection Act (SIPA) Trustee for the liquidation of Bernard L. Madoff Investment Securities LLC (BLMIS), said that the sixth pro rata interim distribution of recoveries from the Customer Fund to eligible BLMIS customers commenced on, Friday, December 4, 2015. In the sixth interim distribution, the SIPA Trustee will distribute approximately $1.19 billion on a pro rata basis to BLMIS account holders with allowed claims, bringing the total amount distributed to eligible claimants to more than $9.16 billion, including $833 million in committed advances from the Securities Investor Protection Corporation (SIPC). SIPC President and CEO Stephen P. Harbeck said, "This is another major milestone in this massive recovery effort. I commend Mr. Picard, his chief counsel David J. Sheehan, and their global team for their tireless efforts. We look forward to the Trustee’s next announcement of additional distributions at the earliest possible time." The sixth distribution will be paid to record holders of allowed claims as of November 18, 2015 on claims relating to 1,071 BLMIS accounts. Claimants will receive 8.262 percent of the allowed claim amount of each account, unless the claim is fully satisfied. The average payment in the sixth distribution will total approximately $1.11 million. The smallest payment is approximately $1,298.00 and the largest payment is approximately $202 million. Currently, the SIPA Trustee has allowed 2,579 claims related to 2,238 BLMIS accounts. Of these accounts, 1,269 accounts with allowed claims up to $1,163,087.00 will be fully satisfied as of this sixth interim distribution. When combined with the five prior interim distributions, the sixth distribution will satisfy up to 57.064 percent of each customer’s allowed claim unless the account is fully satisfied. The sixth distribution comprises funds derived from the release of time-based damages reserves held under a September 2012 Bankruptcy Court order as well as more than $359 million in settlements and new recoveries that have been secured since the fifth distribution. To date, the SIPA Trustee has recovered or reached agreements to recover more than $10.91 billion since his appointment in December 2008. These recoveries exceed similar efforts related to prior Ponzi scheme recoveries, in terms of dollar value and percentage of stolen funds recovered. Ultimately, 100 percent of the SIPA Trustee’s recoveries will be allocated to the Customer Fund for distribution to BLMIS customers with allowed claims. Prior distributions by the SIPA Trustee to BLMIS accounts with allowed claims are as follows: * The first pro rata interim distribution, which commenced on October 5, 2011, has distributed approximately $676.6 million, representing 4.602 percent of the allowed claim amount of each individual account, unless the claim was fully satisfied. * The second pro rata interim distribution, which commenced on September 19, 2012, has distributed approximately $4.915 billion, representing 33.556 percent of the allowed claim amount of each individual account, unless the claim was fully satisfied. * The third pro rata interim distribution, which commenced on March 29, 2013, has distributed approximately $687.4 million, representing 4.721 percent of the allowed claim amount of each individual account, unless the claim was fully satisfied. * The fourth pro rata interim distribution, which commenced on May 5, 2014, has distributed approximately $462.2 million, representing 3.180 percent of each individual account, unless the claim was fully satisfied. * The fifth pro rata interim distribution, which commenced on February 6, 2015, has distributed approximately $398.3 million, representing 2.743 percent of each individual account, unless the claim is fully satisfied. Messrs. Harbeck, Picard and Sheehan thank BakerHostetler Partner Seanna Brown and Associate Heather Wlodek, who worked on the sixth pro rata interim distribution and its related filings, as well as the law firms of BakerHostetler and Windels Marx, and all of the attorneys and professionals whose work has led to the distribution. They would also like to thank Vineet Sehgal and his colleagues at AlixPartners, as well as Josephine Wang, Kevin Bell and their colleagues at SIPC, for their ongoing work and participation on the distribution and the ongoing Madoff Recovery Initiative. About Bernard L. Madoff Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff orchestrated the largest Ponzi scheme in history, with losses topping US$50 billion. On Dec. 15, 2008, the Honorable Louis A. Stanton of the U.S. District Court for the Southern District of New York granted the application of the Securities Investor Protection Corporation for a decree adjudicating that the customers of BLMIS are in need of the protection afforded by the Securities Investor Protection Act of 1970. The District Court's Protective Order (i) appointed Irving H. Picard, Esq., as trustee for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP as his counsel, and (iii) removed the SIPA Liquidation proceeding to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789) (Lifland, J.). Mr. Picard has retained AlixPartners LLP as claims agent. On April 13, 2009, former BLMIS clients filed an involuntary Chapter 7 bankruptcy petition against Bernard Madoff (Bankr. S.D.N.Y. 09-11893). The petitioning creditors -- Blumenthal & Associates Florida General Partnership, Martin Rappaport Charitable Remainder Unitrust, Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert US$64 million in claims against Mr. Madoff based on the balances contained in the last statements they got from BLMIS. On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff Securities International Limited in London under bankruptcy protection pursuant to Chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. 09-16751). The Chapter 15 case was later transferred to Manhattan. In June 2009, Judge Lifland approved the consolidation of the Madoff SIPA proceedings and the bankruptcy case. Judge Denny Chin of the U.S. District Court for the Southern District of New York on June 29, 2009, sentenced Mr. Madoff to 150 years of life imprisonment for defrauding investors in United States v. Madoff, No. 09-CR-213 (S.D.N.Y.). From recoveries in lawsuits coupled with money advanced by SIPC, Mr. Picard has commenced distributions to victims. As of the end of May 2015, the SIPA Trustee has recovered more than $10.699 billion and has distributed approximately $7.576 billion. When additional settlements awaiting distribution are taken into account, the recovery in the Madoff liquidation proceeding totals $10.734 billion. BIOMEDNANOTECH INC: Case Summary & 13 Top Unsecured Creditors ------------------------------------------------------------- Debtor: BioMedNanoTech, Inc. 3214 Charles B. Root Wynd, Suite 213-B Raleigh, NC 27612 Case No.: 15-06728 Chapter 11 Petition Date: December 14, 2015 Court: United States Bankruptcy Court Eastern District of North Carolina (Raleigh Division) Debtor's Counsel: Trawick H Stubbs, Jr., Esq. STUBBS & PERDUE, P.A. P. O. Drawer 1654 New Bern, NC 28563 Tel: 252 633-2700 Fax: 252 633-9600 Email: efile@stubbsperdue.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Md. Zakir Hossain, president. A list of the Debtor's 13 largest unsecured creditors is available for free at http://bankrupt.com/misc/nceb15-06728.pdf BOOMERANG SYSTEMS: Wants Until April 14, 2016 to Propose Plan ------------------------------------------------------------- Bankruptcy Law360 reported that Boomerang Systems filed with the U.S. Bankruptcy Court a motion to extend the exclusive period during which the Company can file a Chapter 11 plan and solicit acceptances thereof through and including April 14, 2016, and June 13, 2016, respectively. The motion explains, "By granting the requested extension, the Debtors will have time to finalize a comprehensive and consensual plan of liquidation that will benefit all creditors. Conversely, termination of the Exclusive Periods could lead to the filing of multiple plans and a contentious conformation process resulting in increased administrative expenses and consequently diminishing returns to the Debtors' creditors. Moreover, it could significantly delay, if not completely undermine, the Debtors' ability to confirm any plan at all. Courts in this and other districts have granted similar or longer extensions of the Exclusive Periods in order to provide debtors with an adequate opportunity to develop a plan of reorganization." The Court scheduled a Jan. 19, 2016 hearing to consider the extension motion, with objections due by Dec. 30, 2015. About Boomerang Systems Headquartered in Morristown, New Jersey, Boomerang Systems, Inc. (OTCMKTS: BMER) through its wholly owned subsidiary, Boomerang Utah, is engaged in the design, development, and marketing of automated racking and retrieval systems for automobile parking and automated racking and retrieval of containerized self-storage units. As of March 31, 2015, the Company had $6 million in total assets, $19.5 million in total liabilities, and a $13.5 million total stockholders' deficit. Boomerang Systems, Inc., and three affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 15-11729) on Aug. 18, 2015. The Company has engaged the law firms of Togut, Segal & Segal LLP as general bankruptcy counsel, Ciardi, Ciardi & Astin as local bankruptcy counsel, and Garden City Group, LLC, as claims and noticing agent. In addition, the Company has retained the law firm Berg & Androphy, which filed a lawsuit on Aug. 18, 2015 in the Southern District of New York against the Company's defaulting lender. The Company's official committee of unsecured creditors is composed of three members: AV Excellence LLC, Xaplos Inc. and Quay Consulting. On Nov. 18, 2015, Quay Consulting replaced HERE Lawrence Property Owner LLC, which was appointed by the Office of the U.S. Trustee on Sept. 3, 2015. BOOMERANG TUBE: Talks to Lenders After Plan Rejected ---------------------------------------------------- Steven Church, writing for Bloomberg Brief - Distress & Bankruptcy, reported that Boomerang Tube LLC, which makes products for oil and gas drillers, needs more time to negotiate with senior lenders about rewriting reorganization plan so it can again seek court approval to exit bankruptcy. According to the report, a Boomerang lawyer told a judge in Wilmington, Delaware, that negotiations will start again after stalling. The judge gave the company and senior lenders until Dec. 16 to seek a new deal, the report said. The lawyer for senior lenders says they may be better off liquidating the company because the price of oil is so low, the report added. To recall, Reuters reported that Bankruptcy Judge Mary Walrath has rejected Boomerang Tube's Chapter 11 plan, siding with the Company's unsecured creditors. Judge Walrath, according to Reuters, said that the parties to start talks for a new plan to replace the one she rejected, which would have reduced the Company's debt by more than $200 million. About Boomerang Tube Boomerang Tube, LLC, is a manufacturer of welded Oil Country Tubular Goods ("OCTG") in the United States. OCTG are used by drillers in exploration and production of oil and natural gas and consist of drill pipe, casing and tubing. Boomerang has corporate offices in Chesterfield, Missouri and manufacturing facilities in Liberty, Texas, strategically located near major steel production centers and end-user markets. With a 487,000 square foot plant that houses two mills and heat treat lines and a contingent 119 acres, these facilities constitute the second largest alloy OCTG mill in North America. Access Tubulars, LLC, owns 81% of the equity interests in Boomerang. Boomerang Tube and its subsidiaries BTCSP LLC and BT Financing sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 15-11247) on June 9, 2015, with a deal with lenders on a balance sheet restructuring that would convert $214 million of debt to 100% of the common stock of the reorganized company. The cases are assigned to Judge Mary F. Walrath. The Debtors tapped Young Conaway Stargatt & Taylor, LLP, as attorneys; Lazard Freres & Co. LLC, as financial advisor; and Donlin, Recano & Co., Inc., as claims and noticing agent. * * * Boomerang Tube secured approval of its Amended Disclosure Statement in support of its Prearranged Chapter 11 Plan. Judge Mary F. Walrath on Sept. 21, 2015, began the hearing to consider confirmation of the Debtors' Amended Joint Prearranged Chapter 11 Plan filed Sept. 4, 2015. The Debtors anticipate that the confirmation hearing will take multiple days over a few weeks, given the Court's and parties' calendars. BOWLES SUB PARCEL C: Postpetition Default Interest Award Affirmed ----------------------------------------------------------------- Judge David S. Doty of the U.S. District Court for the District of Minnesota affirmed a final judgment by the bankruptcy court in the Chapter 11 cases of Bowles Sub Parcel C, LLC and Fenton Sub Parcel C, LLC, awarding postpetition default interest in favor of the lender as set forth in the parties' underlying loan documents. In April 2004, the debtors Bowles Sub Parcel C, LLC and Fenton Sub Parcel C, LLC executed a promissory note with Wells Fargo Bank, N.A. (the "Trust") to secure a loan in the amount of $15,654,000. The Debtors defaulted on the note in April 2012 which resulted in the acceleration of the loan maturity date. The note provided for interest at a rate of 5.04%, plus default interest at 5%. On March 4, 2013, U.S. Bankruptcy Judge Kathleen H. Sanburg allowed the Trust's prepetition claim in the amount of $13,852,204. On Oct. 1, 2013, the Trust filed an application for postpetition additions to its secured claim, which included postpetition default interest in the amount of $660,503. On May 30, 2014, the bankruptcy court allowed the full amount of postpetition default interest, in addition to other expenses and costs. The Debtors appealed, arguing that, as applied postpetition, the default interest provision is unenforceable. Judge Doty agreed with the bankruptcy court in determining that the contract rate for default interest is presumed to be allowable. The judge concluded that the Debtors failed to rebut this presumption as they were unable to establish that the default rate is unenforceable under state law or that equitable considerations demand that the default rate not be applied. The case is In The Matters Of Bowles Sub Parcel C, LLC, Appellants, v. Wells Fargo Bank, N.A., as Trustee, Appellee. Fenton Sub Parcel C, LLC, Appellants, v. Wells Fargo Bank, N.A., as Trustee, Appellee, CIVIL NOS. 14-2884 (DSD), 14-2894 (DSD) (D. Minn.). A full-text copy of Judge Doty's Nov. 25, 2015 order is available at http://is.gd/Nvnyabfrom Leagle.com. Bowles Sub Parcel C, LLC is represented by: Ralph V. Mitchell, Jr., Esq. LAPP LIBRA THOMSON STOEBNER & PUSCH, CHARTERED 120 South 6th Street, Suite 2500 Minneapolis, MN 55402 Tel: (612) 338-5815 Fax: (612) 338-6651 E-mail: rmitchell@lapplibra.com Wells Fargo Bank is represented by: Christopher A. Camardello, Esq. Michael A. Rosow, Esq. WINTHROP & WEINSTINE, PA Capella Tower Suite 3500 225 South Sixth Street Minneapolis, MN 55402-4629 Tel: (612) 604-6400 Fax: (612) 604-6800 E-mail: ccamardello@winthrop.com mrosow@winthrop.com - and - Frederick W.H. Carter, Esq. Gregory A. Cross, Esq. VENABLE LLP 750 E. Pratt Street Suite 900 Baltimore, MD 21202 Tel: (410) 244-7400 Fax: (410) 244-7742 E-mail: fwcarter@venable.com gacross@venable.com BROOKLYN NAVY: S&P Raises Rating on $100MM Sr. Sec. Bonds to 'B-' ----------------------------------------------------------------- Standard & Poor's Ratings Services said it raised its issue rating on U.S. electricity and steam producer Brooklyn Navy Yard Cogeneration Partners L.P.'s (BNYCP) $100 million taxable senior secured bonds due 2020 to 'B-' from 'CCC'. The recovery rating is unchanged at '4', indicating S&P's anticipation of an average (higher half of the 30% to 50% range) recovery of principal in a payment default scenario. The outlook is stable. BNYCP is a 220 megawatt (MW) to 300 MW gas- and oil-fired cogeneration facility in Brooklyn, N.Y., which can produce up to 1 million pounds of steam per hour. It receives stable revenue from a power purchase agreement to provide low-cost electricity and steam to a highly rated offtaker, Consolidated Edison Co. of New York Inc. (Con Edison), under a long-term contract through 2036. EIF United States Power Fund IV L.P. owns the project. The stable outlook reflects S&P's base-case forecast that the project will generate stable cash flow to produce a DSCR of about 1x to 1.15x in the near-to-medium term and that the project's rating is capped by the sponsor's credit quality. BRUCE BERNARD NOLTE: MT Technology's $8.84MM Claim Disallowed ------------------------------------------------------------- Judge Kevin R. Huennekens of the United States Bankruptcy Court for the Eastern Division of Virginia, Richmond Division, ruled that MT Technology Enterprise LLC's proof of claim must be disallowed in its entirety and that Bruce Bernard Nolte's liability on MT's proof of claim can be discharged in the Chapter 11 bankruptcy case. MT initiated an adversary proceeding seeking to have its $8,843,411.80 claim asserted against Nolte declared non-dischargeable under Section 523(a)(6) of the Bankruptcy Code. MT's dischargeability complaint arose out of state court litigation that preceded Nolte's bankruptcy case. MT sought summary judgment on the grounds that the doctrine of collateral estoppel precluded Nolte from relitigating the dischargeability issue in the bankruptcy court because Nolte had already been found liable under the Virginia business conspiracy statute in the state court litigation. Judge Huennekens, however, found that MT has not shown that it was damaged as a result of the liability established by the state court litigation. The judge held that the allowed amount of MT's proof of claim is zero and as such, the said proof of claim was disallowed in its entirety. Further, Judge Huennekens also held that Nolte's liability on MT's proof of claim can be discharged in Nolte's Chapter 11 bankruptcy case as MT has not prove the elements necessary to find the claim nondischargeable under Section 523(a)(6) of the bankruptcy code. The case is In re: BRUCE BERNARD NOLTE, Chapter 11, Debtor. MT TECHNOLOGY ENTERPRISES, LLC and RONALD D. TRICE, Plaintiffs, v. BRUCE BERNARD NOLTE, Defendant, CASE NO. 14-36676-KRH, APN 15-03130 (Bankr. E.D. Va.). A full-text copy of Judge Huennekens' November 25, 2015 memorandum opinion is available at http://is.gd/6YBOXzfrom Leagle.com. MT Technology Enterprises, LLC is represented by: Jonathan Michael Arthur, Esq. THOMAS H. ROBERTS AND ASSOCIATES, P.C. 105 S 1st Street Richmond, VA 23219 Tel: (804) 783-2000 Fax: (804) 783-2105 -- and -- Franklin Desean McFadden Jr., Esq. HULL STREET LAW 1010 Hull Street Richmond, VA 23224 Tel: (804) 230-4200 Fax: (804) 230-4100 Bruce Bernard Nolte is represented by: Paula S. Beran, Esq. David N. Tabakin, Esq. Lynn L. Tavenner, Esq. TAVENNER & BERAN, PLC 20 North Eigth Street Second Floor Richmond, VA 23219 Tel: (804) 783-8300 Fax: (804) 783-0178 Email: pberan@tb-lawfirm.com ltavenner@tb-lawfirm.com About Bruce Bernard Nolte Bruce Bernard Nolte filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Case No. 14-36676) on December 16, 2014. He filed his schedules, including Schedule C, Property Claimed as Exempt, on December 29, 2014. He filed an Amended Schedule C on January 29, 2015. BUDD COMPANY: Eyes March 2016 Confirmation of Plan -------------------------------------------------- Judge Jack B. Schmetterer of the U.S. Bankruptcy Court for the Northern District of Illinois, Eastern Division, will convene a hearing on Dec. 18, 2015, at 1:30 p.m., Central Time, to consider approval of the disclosure statement explaining the Budd Company's First Amended Chapter 11 Plan. Objections to the approval of the First Amended Disclosure Statement are due Dec. 11, 2015. On Nov. 19, 2015, the Debtor filed its First Amended Chapter 11 Plan and corresponding Disclosure Statement. The Debtor proposes these key dates and deadlines in connection with the approval of the First Amended Disclosure Statement and First Amended Plan: Event Proposed Dates ----- -------------- Disclosure Statement Hearing Dec. 18, 2015 Voting Record Date Dec. 18, 2015 Solicitation Deadline Dec. 30, 2015 Voting Deadline Jan. 27, 2016 Voting Report Filing Deadline Feb. 5, 2016 Plan Objection Deadline Feb. 15, 2016 Deadline to File Response to Plan Objections Feb. 29, 2016 Confirmation Hearing Date As permitted by the Court * * * Judge Jack B. Schmetterer on Nov. 23, 2015, entered an order on the Debtor's draft disclosure statement. A copy of the order is available for free at: http://bankrupt.com/misc/Budd_Co_1244_Order_Draft_DS.pdf About The Budd Company The Budd Company, Inc., a former supplier to the automotive industry, filed for chapter 11 bankruptcy protection (Bankr. N.D. Ill. Case No. 14-11873) on March 31, 2014, with a deal to settle potential claims against its parent, ThyssenKrupp AG. The company -- which ceased manufacturing operations in 2006 and does not have any current employees, facilities or customers -- has obligations consisting largely of medical and other benefits to approximately 10,000 former employees. Liabilities amount to approximately $1 billion with assets of approximately $400 million. Most of the debt consists largely of medical and other benefits to approximately 10,000 former employees. The Debtor disclosed $387,555,681 in assets and $1,107,350,034 in liabilities as of the Chapter 11 filing. The Hon. Jack B. Schmetterer oversees the case. The Debtor has tapped Proskauer Rose LLP as Chapter 11 counsel, Dickinson Wright PLLC as special counsel, Epiq Bankruptcy Solutions, LLC as noticing, claims and balloting agent, and Conway MacKenzie Management Services, LLC's Charles M. Moore as CRO. The U.S. Trustee appointed five individuals to serve on the Committee of Executive & Administrative Retirees. The Segal Company (Eastern States), Inc. serves as the Committee's actuarial consultant. The Committee retained Solic Capital Advisors, LLC as its financial advisor. Reed Heiligman, Esq., at FrankGecker LLP, in Chicago, Illinois, represents the ad hoc committee of asbestos personal injury claimants. * * * The Budd Company's Chapter 11 plan proposes to pay off claims from cash on hand and the proceeds of a settlement with parent ThyssenKrupp North America, Inc. ("TKNA"). Unsecured creditors are expected to recover 67 cents on the dollar. BUDD COMPANY: Finalizes Deal with TKNA; Unsecureds to Recover 67% ----------------------------------------------------------------- Former automotive parts supplier The Budd Company, Inc., has updated its proposed Chapter 11 plan and disclosure statement to incorporate terms of a settlement with parent ThyssenKrupp North America, Inc. ("TKNA") and to provide that unsecured creditors are expected to recover 67 cents on the dollar. As of Oct. 31, 2015, the Debtor had approximately $293 million in cash. In addition, the Debtor believes that it holds claims and causes of action against TKNA and other parties that have substantial value. To monetize the Debtor's largest causes of action, the Plan seeks approval of the TKNA Settlement Agreement, which provides for, among other things, the following: 1. TKNA will pay on behalf of the Debtor directly to the UAW VEBA for the benefit of the UAW Retirees $285 million Cash, subject to adjustment as set forth in the TKNA Settlement Agreement. 2. If the Confirmation Order includes the Waupaca Claims Release, then TKNA will pay on behalf of the Debtor directly to the UAW VEBA for the benefit of the UAW Retirees an additional $35 million Cash, subject to adjustment as set forth in the TKNA Settlement Agreement. If the Confirmation Order does not include the Waupaca Claims Release, then the Independent Fiduciary shall have authority to prosecute claims against KPS (defined below) for the sole benefit of the UAW Retirees. 3. TKNA will pay on behalf of the Debtor directly to the E&A VEBA for the benefit of the E&A Retirees $15 million Cash, subject to upward adjustment as set forth in the TKNA Settlement Agreement. 4. The Cash contributed by TKNA, as well as what is projected to be more than $250 million of the Debtor's Effective Date Cash, will fund the Debtor's Retiree Benefits obligations as modified by the Plan. 5. TKNA will issue the Letter of Credit in an amount not less than $35 million, which Letter of Credit will secure TKNA's payment obligations to the UAW VEBA. 6. TKNA will assume the Pension Plans (which means that the ERISA Pension Plans and the SERP would remain in effect without change). This assumption will have the effect of eliminating the claims filed by the PBGC, asserting liability well over $100 million. 7. TKNA affirms that it is solely responsible for the Debtor's Workers Compensation Claims. 8. TKNA will assume financial responsibility for Claim number 521 Filed by Waupaca Foundry, Inc. in the Chapter 11 Case. 9. TKNA will continue to provide administrative services to the Debtor under the terms of the Amended Services Agreement (which is attached to the TKNA Settlement Agreement). 10. TKNA and the other Affiliates will waive and release all of their respective Claims and potential Claims against the Debtor, which Claims TKNA asserts may be worth hundreds of millions of dollars, if not more, subject to TKNA's reserved setoff rights as set forth in the TKNA Settlement Agreement. 11. TKNA will continue to own the Equity Interests of the Debtor. 12. TKNA will appoint an Independent Fiduciary acceptable to the UAW, who will be responsible for enforcing the TKNA Settlement Agreement and will oversee contributions to the Retiree VEBAs pursuant to the Plan. 13. The UAW VEBA and the E&A VEBA are third party beneficiaries of the TKNA Settlement Agreement and have authority to enforce the TKNA Settlement Agreement. In exchange for the benefits to be received by the Debtor and its creditors, the Debtor would release TKNA, other Affiliates, Clark Hill, and the officers, directors, and other agents of the foregoing from all potential claims and Causes of Action, including the Causes of Action related to the Debtor's Actual Tax Sharing Agreement and the Waupaca transaction. Pursuant to the Plan, holders of non-priority tax claims (Class 1) and secured claims (Class 2) are expected to have a 100% recovery. The approximately 4,000 holders of UAW retiree benefit claims owed an estimated $830.5 million (Class 3) and the 1,000 holders of E&A retiree benefit claims owed $101.5 million (Class 4) will be paid from cash on hand and proceeds of causes of action. As to asbestos claims (Class 5), allowed insured asbestos claims will have an estimated recovery of 67 percent, net of applicable insurance, with payment from insurance policies and an asbestos insured claim fund created by the Debtor and the allowed uninsured claims will be made solely from an uninsured asbestos claim fund. Holders of 11 general unsecured claims totaling $5 million (Class 6) will receive cash equal to the amount of 67% of the allowed amount of their claims. The 78 holders of claims assumed by TKNA in the aggregate amount of $228 million (Class 7) will have a 100 percent recovery. As for the equity interests (Class 8), TKNA will retain 100% of the equity interests in the Debtor in accordance with the TKNA Settlement Agreement. A copy of the First Amended Disclosure Statement dated Nov. 19, 2015, is available for free at: http://bankrupt.com/misc/Budd_Co_1229_Am_DS.pdf Counsel to The Budd Company: Jeff J. Marwil, Esq. Jeremy T. Stillings, Esq. Brandon W. Levitan, Esq. PROSKAUER ROSE LLP 70 W. Madison St. Chicago, IL 60602-4342 Telephone: (312) 962-3550 Facsimile: (312) 962-3551 About The Budd Company The Budd Company, Inc., a former supplier to the automotive industry, filed for chapter 11 bankruptcy protection (Bankr. N.D. Ill. Case No. 14-11873) on March 31, 2014, with a deal to settle potential claims against its parent, ThyssenKrupp AG. The company -- which ceased manufacturing operations in 2006 and does not have any current employees, facilities or customers -- has obligations consisting largely of medical and other benefits to approximately 10,000 former employees. Liabilities amount to approximately $1 billion with assets of approximately $400 million. Most of the debt consists largely of medical and other benefits to approximately 10,000 former employees. The Debtor disclosed $387,555,681 in assets and $1,107,350,034 in liabilities as of the Chapter 11 filing. The Hon. Jack B. Schmetterer oversees the case. The Debtor has tapped Proskauer Rose LLP as Chapter 11 counsel, Dickinson Wright PLLC as special counsel, Epiq Bankruptcy Solutions, LLC as noticing, claims and balloting agent, and Conway MacKenzie Management Services, LLC's Charles M. Moore as CRO. The U.S. Trustee appointed five individuals to serve on the Committee of Executive & Administrative Retirees. The Segal Company (Eastern States), Inc. serves as the Committee's actuarial consultant. The Committee retained Solic Capital Advisors, LLC as its financial advisor. Reed Heiligman, Esq., at FrankGecker LLP, in Chicago, Illinois, represents the ad hoc committee of asbestos personal injury claimants. BUDD COMPANY: Insurers Await Second Amended Ch. 11 Plan ------------------------------------------------------- Insurers Liberty Mutual Insurance Company, et al., filed an objection and reservation of right to object to the Disclosure Statement for First Amended Chapter 11 Plan for The Budd Company, Inc. dated November 19, 2015. The Insurers say they have been advised that the Debtor will shortly file a Second Amended Chapter 11 Plan for The Budd Company (the "Revised Plan") and a revised Disclosure Statement describing that plan. However, the Insurers have not yet received those documents. Thus, the Insurers have not had opportunity to analyze the Revised Plan or the revised Disclosure Statement to comment responsibly on these documents. Accordingly, the Insurers filed the Objection and Reservation to preserve their rights to object to the Disclosure Statement and to comment thereon at the hearing on December 18, 2015. Liberty Mutual Insurance Company's attorneys: Robert B. Millner, Esq. Geoffrey M. Miller, Esq. DENTONS US LLP 233 South Wacker Dr., Suite 5900 Chicago, Illinois 60606 Telephone: (312) 876-8000 Facsimile: (312) 876-7934 E-mail: robert.millner@dentons.com geoffrey.miller@dentons.com John C. Sullivan, Esq. CHRISTIE SULLIVAN & YOUNG PC 1880 John F. Kennedy Boulevard, 10th Fl. Philadelphia, PA 19103 Telephone: (215) 587-1687 Facsimile: (215) 587-1699 E-mail: jsullivan@christiesullivanyoung.com Pacific Employers Insurance Company, Century Indemnity Company and Central National Insurance Company of Omaha's attorneys: Stephen C. Ascher COHN BAUGHMAN & MARTIN 333 West Wacker Drive, suite 900 Chicago, IL 60606 Telephone: (312) 753-6602 Facsimile: (312) 753-6601 E-mail: Stephen.Ascher@mclolaw.com Tancred Schiavoni, Esq. O'MELVENY & MYERS LLP Times Square Tower 7 Times Square New York, New York 10036 Telephone: (212) 326-2000 Facsimile: (212) 326-2061 E-mail: tschiavoni@omm.com Michael S. Neumeister, Esq. O'MELVENY & MYERS LLP 400 South Hope Street Los Angeles, California 90071 Telephone: (213) 430-6000 Facsimile: (213) 430-6407 E-mail: mneumeister@omm.com AllState Insurance Company's attorneys: Brad A. Berish, Esq. ADELMAN & GETTLEMAN, LTD. 53 W. Jackson Blvd., Suite 1050 Chicago, Illinois 60604 Telephone: (312) 435-1050 Facsimile: (312) 435-1059 E-mail: bberish@ag-ltd.com Arrowood Indemnity Company's attorneys: Michael J. McNaughton, Esq. SEDGWICK LLP One North Wacker Dr., Ste 4200 Chicago, Illinois Telephone: (312)-641-9050 E-mail: michael.mcnaughton@sedgwicklaw.com American Empire Surplus Lines Insurance Company's attorneys: Ernesto R. Palomo, Esq. LOCKE LORD LLP 111 South Wacker Drive Chicago, Illinois 60606 Telephone: (312) 443-0477 (E.R. Palomo) E-mail: epalomo@lockelord.com Attorneys to: Sentry Insurance A Mutual Company, as assumptive reinsurer of Great Southwest Fire Insurance Company: Jessica M. Zeratsky, Esq. Heidi L. Vogt, Esq. VON BRIESEN & ROPER, s.c. 411 East Wisconsin Ave., Suite 1000 Milwaukee, Wisconsin 53202 Telephone: (414) 287-1562 E-mail: jzeratsk@vonbriesen.com hvogt@vonbriesen.com Nationwide Indemnity Company on behalf of Employers Insurance Company of Wausau's attorneys: Coyette Holley, Esq. Managing Counsel Nationwide Indemnity Company 500 North Third Street, 6th Fl. Wausau, WI 54403 E-mail: holleyk1@nationwide.com Government Employees Insurance Company a/k/a Geico's attorneys: Michael Lotus, Esq. DAVID CHRISTIAN ATTORNEYS LLC 105 W. Madison St., Suite 1400 Chicago, IL 60602 Tel: 312-273-1806 E-mail: mlotus@davidchristianattorneys.com David Christian DAVID CHRISTIAN ATTORNEYS LLC 3515 W. 75th St., Suite 208 Prairie Village, KS 66208 Tel: 913-674-8215 E-mail: dchristian@davidchristianattorneys.com Berkshire Hathaway Specialty Insurance Company f/k/a Stonewall Insurance Company's attorneys: Michael Lotus, Esq. DAVID CHRISTIAN ATTORNEYS LLC 105 W. Madison St., Suite 1400 Chicago, IL 60602 Tel: 312-273-1806 E-mail: mlotus@davidchristianattorneys.com David Christian, Esq. DAVID CHRISTIAN ATTORNEYS LLC 3515 W. 75th St., Suite 208 Prairie Village, KS 66208 Tel: 913-674-8215 E-mail: dchristian@davidchristianattorneys.com First State Insurance Company, New England Insurance Company and New England Reinsurance Corporation's attorneys: Steve Jakubowski, Esq. ROBBINS, SALOMON & PATT, LTD. 180 N LaSalle St., Suite 3300 Chicago, IL 60601 Telephone (312) 456-0191 Facsimile: (312) 444-1028 E-mail: sjakubowski@rsplaw.com James P. Ruggeri, Esq. Edward B. Parks II, Esq. SHIPMAN & GOODWIN LLP 1133 Connecticut Avenue NW Third Floor - Suite A Washington, DC 20036-4305 Telephone (202) 469-7750 Facsimile: (202) 290-3056 E-mail: jruggeri@goodwin.com eparks@goodwin.com Craig Goldblatt, Esq. Nancy L. Manzer, Esq. WILMER CUTLER PICKERING HALE AND DORR LLP 1875 Pennsylvania Ave., N.W. Washington, DC 20006 Telephone (202) 663-6000 Facsimile: (202) 663-6363 E-mail: Craig.goldblatt@wilmerhale.com nancy.manzer@wilmerhale.com The Continental Insurance Company, Continental Casualty Company, and Columbia Casualty Company's attorneys: Michael Lotus, Esq. DAVID CHRISTIAN ATTORNEYS LLC 105 W. Madison St., Suite 1400 Chicago, IL 60602 Tel: 312-273-1806 E-mail: mlotus@davidchristianattorneys.com - and - David Christian, Esq. DAVID CHRISTIAN ATTORNEYS LLC 3515 W. 75th St., Suite 208 Prairie Village, KS 66208 Tel: 913-674-8215 E-mail: dchristian@davidchristianattorneys.com American Centennial Insurance Company's attorneys: Michael Lotus DAVID CHRISTIAN ATTORNEYS LLC 105 W. Madison St., Suite 1400 Chicago, IL 60602 Tel: 312-273-1806 E-mail: mlotus@davidchristianattorneys.com - and - David Christian DAVID CHRISTIAN ATTORNEYS LLC 3515 W. 75th St., Suite 208 Prairie Village, KS 66208 Tel: 913-674-8215 E-mail: dchristian@davidchristianattorneys.com Certain Underwriters At Lloyd's, London's attorneys: Michael Lotus DAVID CHRISTIAN ATTORNEYS LLC 105 W. Madison St., Suite 1400 Chicago, IL 60602 Tel: 312-273-1806 E-mail: mlotus@davidchristianattorneys.com - and - David Christian (ARDC No. 6274704) DAVID CHRISTIAN ATTORNEYS LLC 3515 W. 75th St., Suite 208 Prairie Village, KS 66208 Tel: 913-674-8215 E-mail: dchristian@davidchristianattorneys.com Bedivere Insurance Company f/k/a Onebeacon Insurance Company and Lamorak Insurance Company f/k/a Onebeacon American Insurance Company's attorneys: Michael Lotus, Esq. DAVID CHRISTIAN ATTORNEYS LLC 105 W. Madison St., Suite 1400 Chicago, IL 60602 Tel: 312-273-1806 E-mail: mlotus@davidchristianattorneys.com - and - David Christian, Esq. DAVID CHRISTIAN ATTORNEYS LLC 3515 W. 75th St., Suite 208 Prairie Village, KS 66208 Tel: 913-674-8215 E-mail: dchristian@davidchristianattorneys.com About The Budd Company The Budd Company, Inc., a former supplier to the automotive industry, filed for chapter 11 bankruptcy protection (Bankr. N.D. Ill. Case No. 14-11873) on March 31, 2014, with a deal to settle potential claims against its parent, ThyssenKrupp AG. The company -- which ceased manufacturing operations in 2006 and does not have any current employees, facilities or customers -- has obligations consisting largely of medical and other benefits to approximately 10,000 former employees. Liabilities amount to approximately $1 billion with assets of approximately $400 million. Most of the debt consists largely of medical and other benefits to approximately 10,000 former employees. The Debtor disclosed $387,555,681 in assets and $1,107,350,034 in liabilities as of the Chapter 11 filing. The Hon. Jack B. Schmetterer oversees the case. The Debtor has tapped Proskauer Rose LLP as Chapter 11 counsel, Dickinson Wright PLLC as special counsel, Epiq Bankruptcy Solutions, LLC as noticing, claims and balloting agent, and Conway MacKenzie Management Services, LLC's Charles M. Moore as CRO. The U.S. Trustee appointed five individuals to serve on the Committee of Executive & Administrative Retirees. The Segal Company (Eastern States), Inc. serves as the Committee's actuarial consultant. The Committee retained Solic Capital Advisors, LLC as its financial advisor. Reed Heiligman, Esq., at FrankGecker LLP, in Chicago, Illinois, represents the ad hoc committee of asbestos personal injury claimants. * * * The Budd Company has filed a Chapter 11 plan that proposes to pay off claims from cash on hand and the proceeds of a settlement with parent ThyssenKrupp North America, Inc. ("TKNA"). Unsecured creditors are expected to recover 67 cents on the dollar. BUDD COMPANY: UAW Says Amended Plan Unconfirmable ------------------------------------------------- The International Union, United Automobile, Aerospace and Agricultural Implement Workers of America (UAW) -- which serves as the section 1114 authorized representative of the approximately 4,000 union retirees of The Budd Company, Inc. -- asks the Bankruptcy Court to deny approval of the Debtor's motion for approval of the First Amended Disclosure Statement on grounds that the First Amended Plan is unconfirmable in its face. James L. Bromley, Esq., at Cleary Gottlieb Steen & Hamilton LLP, explains that the Plan fails to satisfy multiple threshold legal requirements for confirmation, including, among others, * Sec. 1123(a)(3) (does not provide for treatment of all impaired classes), * Sec. 1129(a)(10) (no impaired accepting class except through illegal gerrymandering), * Sec. 1114 and 1129(a)(13) (retiree benefits not continued or modified pursuant to Sec. 1114), * Sec. 1129(a)(3) (plan not proposed in good faith), Sec. 1129(a)(11) (feasibility -- no assurance TKNA will make payments over eight years as required by Plan) and * Sec. 1129(b) (unable to satisfy cram down standards because the Plan discriminates unfairly and violates the absolute priority rule). Mr. Bromley asserts that the Court should therefore deny the Motion and refuse to proceed with the proposed and fatally flawed plan process, in order to avoid the substantial cost and confusion to the thousands of retirees who represent the overwhelming majority of creditors in this case. However, according to Mr. Bromley, even if the Court were to find that the problems with the Plan are more appropriately raised at a confirmation hearing, the Disclosure Statement is inadequate because it fails to provide basic information about the Plan, the value of the claims against parent ThyssenKrupp North America, Inc. ("TKNA") and other actors that are to be released by the TKNA Settlement Agreement (the "TKNA Settlement"), and the rationale for approval of the TKNA Settlement on which the entire Plan is built), including any explanation of what benefits the UAW Retirees and E&A Retirees would receive upon confirmation or how those benefits compare to what is currently provided. Furthermore, the Plan, Mr. Bromley points out, incorporates the TKNA Settlement that was agreed to by the Debtor, its controlling shareholder and corporate insider -- TKNA -- and the Sec. 1114 authorized representative for the E&A Retirees (the "E&A Committee"). Notwithstanding the size (both in number and scheduled claim amount) of its constituency, the UAW was substantially excluded from the final month of discussions that produced the TKNA Settlement. Mr. Bromley avers that in a naked effort to improperly gerrymander an impaired class of creditors to permit a "cram down" of the Plan on the UAW Retirees, the Plan provides for a significantly more lucrative recovery (under any metric) to the E&A Retirees compared to the UAW Retirees, who hold over 80% of the scheduled claims against the Debtor. Indeed, not only do the UAW Retirees receive a percentage recovery that is much lower than the E&A Retirees, but the Plan also saddles the UAW Retirees with all of the credit risk associated with future payments under the TKNA Settlement, as well as all of the risk of the depletion of cash from the Debtor's estate, while the E&A Retirees are to be paid in cash on the Effective Date and bear zero risk of payment. Although the E&A Committee has agreed to certain modifications to their benefits, the Debtor and the UAW, as the authorized Sec. 1114 representative of the UAW Retirees, have not yet agreed under Sec. 1114(e)(1)(B) to any modification of the UAW Retirees' benefits. "Absent an agreement, such benefits cannot be modified merely by the Plan itself, but only after full compliance with the procedural and claim allowance provisions contained in Sec. 1114 of the Bankruptcy Code. Not only has that process not yet concluded, it has barely started. As much as the Debtor, TKNA and the E&A Committee might wish it to be otherwise, the Plan process cannot replace or subvert the Sec. 1114 process," Mr. Bromley tells the Court. The UAW's attorneys: Lawrence B. Friedman, Esq. Lindsee P. Granfield, Esq. James L. Bromley, Esq. CLEARY GOTTLIEB STEEN & HAMILTON LLP One Liberty Plaza New York, NY 10006 Telephone: (212) 225-2000 Facsimile: (212) 225-3999 E-mail: jbromley@cgsh.com - and - Scott R. Clar, Esq. CRANE, HEYMAN, SIMON, WELCH & CLAR 135 South LaSalle Street, Suite 3705 Chicago, IL 60603 Telephone: (312) 641-6777 Facsimile: (312) 641-7114 E-mail: sclar@craneheyman.com About The Budd Company The Budd Company, Inc., a former supplier to the automotive industry, filed for chapter 11 bankruptcy protection (Bankr. N.D. Ill. Case No. 14-11873) on March 31, 2014, with a deal to settle potential claims against its parent, ThyssenKrupp AG. The company -- which ceased manufacturing operations in 2006 and does not have any current employees, facilities or customers -- has obligations consisting largely of medical and other benefits to approximately 10,000 former employees. Liabilities amount to approximately $1 billion with assets of approximately $400 million. Most of the debt consists largely of medical and other benefits to approximately 10,000 former employees. The Debtor disclosed $387,555,681 in assets and $1,107,350,034 in liabilities as of the Chapter 11 filing. The Hon. Jack B. Schmetterer oversees the case. The Debtor has tapped Proskauer Rose LLP as Chapter 11 counsel, Dickinson Wright PLLC as special counsel, Epiq Bankruptcy Solutions, LLC as noticing, claims and balloting agent, and Conway MacKenzie Management Services, LLC's Charles M. Moore as CRO. The U.S. Trustee appointed five individuals to serve on the Committee of Executive & Administrative Retirees. The Segal Company (Eastern States), Inc. serves as the Committee's actuarial consultant. The Committee retained Solic Capital Advisors, LLC as its financial advisor. Reed Heiligman, Esq., at FrankGecker LLP, in Chicago, Illinois, represents the ad hoc committee of asbestos personal injury claimants. * * * The Budd Company has filed a Chapter 11 plan that proposes to pay off claims from cash on hand and the proceeds of a settlement with parent ThyssenKrupp North America, Inc. ("TKNA"). Unsecured creditors are expected to recover 67 cents on the dollar. CABALLO2015 LLC: Case Summary & 3 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Caballo2015, LLC 6816 E Caballo DR Paradise Valley, AZ 85253 Case No.: 15-15659 Chapter 11 Petition Date: December 14, 2015 Court: United States Bankruptcy Court District of Arizona (Phoenix) Judge: Hon. Daniel P. Collins Debtor's Counsel: Carlos M. Arboleda, Esq. ARBOLEDA BRECHNER 4545 E. Shea Blvd., #120 Phoenix, AZ 85028 Tel: 602-482-0123 Fax: 602-482-4068 Email: arboledac@abfirm.com Total Assets: $1.2 million Total Liabilities: $1.4 million The petition was signed by Ignacio Martinez, manager. A list of the Debtor's three largest unsecured creditors is available for free at http://bankrupt.com/misc/azb15-15659.pdf CABEL ASSOCIATES: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: Cabel Associates, LLC 2893A Owego Turnipke Hawley, PA 18428 Case No.: 15-05314 Chapter 11 Petition Date: December 14, 2015 Court: United States Bankruptcy Court Middle District of Pennsylvania (Wilkes-Barre) Judge: Hon. John J Thomas Debtor's Counsel: Jeffrey D Kurtzman, Esq. KLEHR, HARRISON, HARVEY, BRANZBURG LLP 1835 Market Street, 4th Floor Philadelphia, PA 19103 Tel: 215 569-2700 Fax: 215 568-6603 Email: jkurtzma@klehr.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by George Cabel, manager. The Debtor did not include a list of its largest unsecured creditors when it filed the petition. CAMBIUM LEARNING: S&P Raises CCR to 'B-', Outlook Stable -------------------------------------------------------- Standard & Poor's Ratings Services said that it raised its corporate credit rating on Dallas-based education solutions company Cambium Learning Group Inc. to 'B-' from 'CCC+'. The rating outlook is stable. S&P then withdrew its ratings on Cambium, including the 'B-' corporate credit rating, at the company's request. The withdrawals follow Cambium's refinancing of its capital structure and the company's release from its $140 million senior secured notes obligation due 2017. S&P upgraded Cambium before the rating withdrawal because the company's new $135 million credit facility includes a $30 million revolving credit facility, and it reduces the company's debt balances and extends the debt maturities to 2020. "The upgrade reflects the company's 'adequate' liquidity, based on the new $30 million revolver, and its improved operating performance and discretionary cash flow growth since the end of 2014," said Standard & Poor's credit analyst Thomas Hartman. "These factors should alleviate the risk that significant working capital requirements will strain the company's liquidity during the first half of each year." The 'B-' corporate credit rating was based on the company's "vulnerable" business risk profile and "highly leveraged" financial risk profile assessments. S&P views the company's business risk profile as "vulnerable," based on its narrow product focus, small scale, and exposure to cyclical government funding for education, as well as the competition from larger, better capitalized competitors. S&P's "highly leveraged" financial risk profile assessment reflected the company's financial sponsor ownership and S&P's view that its credit metrics could increase considerably in an economic trough. The stable rating outlook reflected S&P's view that Cambium will continue to grow its Learning A-Z business at a double-digit percent rate, generate stable discretionary cash flow, and maintain "adequate" liquidity over the next 12 months. CENTRAL CONVENTRY: Superior Court of Rhode Island Has Jurisdiction ------------------------------------------------------------------ The Superior Court of Rhode Island, KENT, SC, found that it has limited jurisdiction over the case captioned GIRARD BOUCHARD, in his capacity as President of the Board of Directors of the Central Coventry Fire District, Plaintiff, v. CENTRAL COVENTRY FIRE DISTRICT, Defendant, C.A. NO. KB-2012-1150 (R.I. Super.). The Superior Court also found that the Stay issued on Nov. 13, 2012, within the Permanent Special Master's Appointment Order, is unenforceable and thus dismissed in its entirety. On Oct. 15, 2012, the Central Coventry Fire District's ("CCFD") Board of Directors filed a petition for receivership with the Superior Court of Rhode Island after CCFD defaulted on its secured loan with Centerville Bank. Richard J. Land, Esq., was appointed Permanent Special Master. Within the appointment order, the court imposed a stay on all collection matters by CCFD's creditors, including, among others, Centerville (the "Stay"). Subsequently, the Fiscal Stability Act ("FSA") was amended to include "fire districts," preventing CCFD from being subject to a state, judicial, receivership proceeding. Upon review of the FSA, the court found that there is no indication that the General Assembly intended either the statute or amendment thereto to take retroactive effect. Thus, it held that all its orders and decisions prior to the amendment were made while it had jurisdiction and are thus valid. However, as to the Stay, the court found that following the amendment, the court has no jurisdiction over the subject matter of the Stay because the Stay was part of an order appointing a third-party fiduciary under the receivership laws, and the court is now prohibited from applying receivership laws to fire districts. As such, the court held that it cannot enforce the Stay, making it -- for all intents and purposes -- invalid. A full-text copy of the Superior Court of Rhode Islands' Nov. 25, 2015 decision is available at http://is.gd/ZMtpyYfrom Leagle.com. Girard Bouchard is represented by: William J. Conley, Jr., Esq. The Hay Building 123 Dyer Street, 2nd Floor Providence, RI 02903 Tel: (401) 415-9835 E-mail: wconley@wjclaw.com - and - David M. D'Agostino, Esq. 42 Weybosset St Ste 5 Providence, RI 02903-2855 Tel: (401) 831-5400 Municipal Employees' Retirement System of Rhode Island represented by: Elizabeth A. Wiens, Esq. 420 Scrabbletown Road, Suite C North Kingstown, RI 02852 Tel: (401) 294-4700 Fax: (401) 294-4702 - and - James G. Atchison, Esq. 1080 Main Street Pawtucket, RI 02860 Tel: (401) 272-1400 Fax: (401) 272-1403 E-mail: jatchison@shslawfirm.com Centreville Savings Bank represented by: Lisa M. Kresge, Esq. Thomas S. Hemmendinger, Esq. 362 Broadway Providence, RI 02909 Tel: (401) 453-2300 E-mail: lkresge@brcsm.com themmendinger@brcsm.com Town of Conventry represented by: Peter J. Furness, Esq. Alden C. Harrington, Esq. 182 Waterman Street Providence, RI 02906 Tel: (401) 273-9600 Fax: (401) 273-9605 CHARTER NEX: S&P Affirms 'B' CCR, Outlook Remains Stable -------------------------------------------------------- Standard & Poor's Ratings Services said it affirmed its 'B' corporate credit rating and issue-level ratings on Milton, Wis.-based Charter NEX US Holdings Inc. The outlook remains stable. At the same time, S&P assigned a 'B+' issue rating and a recovery rating of '2' to CNEX's $105 million incremental first-lien senior secured term loan. The '2' recovery rating indicates S&P's expectation of substantial (70% to 90%) recovery in the event of a payment default. The senior secured credit facilities now consist of a $50 million five-year revolving credit facility, a $270 million seven-year first-lien term loan, and the incremental $105 million seven-year first-lien term loan. S&P also assigned a 'CCC+' issue rating and recovery rating of '6' to CNEX's incremental $55 million second-lien term loan. The '6' recovery rating indicates S&P's expectation of negligible (0% to 10%) recovery in the event of a payment default. "The stable outlook reflects our expectation that the company will restore adjusted debt to EBITDA to 5x to 6.5x by the end of 2016," said Standard & Poor's credit analyst Henry Fukuchi. "We expect that the high EBITDA margins, good cash flow generation, and EBITDA contribution from the acquisition should be supportive of reaching the adjusted debt to EBITDA ratio of between 5.0x and 6.5x in the next 12 months, which we consider appropriate for the rating." If CNEX is unable to restore adjusted debt to EBITDA to between 5x and 6.5x in the next 12 months, S&P could lower the rating. S&P could also lower the rating if liquidity deteriorates materially or aggressive financial policies or unexpected challenges stretch the financial risk profile beyond what S&P expects for the current ratings. This could result from a decline in EBITDA margins of around 200 basis points from S&P's base-case scenario, resulting in adjusted debt to EBITDA remaining elevated above 6.5x with no prospects for improvement. S&P considers a higher rating to be unlikely in the next 12 months, reflecting its view of an aggressive financial policy and the elevated debt leverage following the recent acquisition. S&P could raise the ratings modestly if leverage decreased to below 5x and FFO to adjusted debt increased to over 12% and remained stable over time. For an upgrade, S&P would also need to believe that future financial policies would support a higher rating. CHRIST HEALING: Case Summary & 7 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Christ Healing Church 9915 Belknap Sugar Land, TX 77498 Case No.: 15-36538 Chapter 11 Petition Date: December 14, 2015 Court: United States Bankruptcy Court Southern District of Texas (Houston) Judge: Hon. David R Jones Debtor's Counsel: Jarrett C. Perkins, Esq. THE LAW OFFICE OF JARRETT PERKINS 6750 W Loop S, Ste 825 Bellaire, TX 77401 Tel: 713-977-6600 Fax: 713-977-6601 Email: jcperkins@lawjcp.com Total Assets: $1.16 million Total Liabilities: $1.17 million The petition was signed by Victor Ade Iyamu, president. A list of the Debtor's seven largest unsecured creditors is available for free at http://bankrupt.com/misc/txsb15-36538.pdf COLT DEFENSE: Committee's Investigation Period Extended to Dec. 31 ------------------------------------------------------------------ The Senior DIP Agent, the Term DIP Agent, the Prepetition Senior Loan Agent, and the Prepetition Term Loan Agent, and the Official Committee of Unsecured Creditors in the Chapter 11 cases of Colt Holding Company LLC, et al., entered into a stipulation extending the investigation termination date until: i) the Effective Date of the Plan; and ii) Dec. 31, 2015, in respect of any challenges with respect to the Identified Lien Issues. The stipulation is without prejudice to the Committee's right (i) to seek a further extension of the extended investigation termination date from the Bankruptcy Court for cause; or (ii) to file a motion seeking standing to pursue a challenge prior to the expiration of the extended investigation termination date, and the extended investigation termination date will be tolled with respect to the Committee until 14 days after entry of an order by the Bankruptcy Court ruling on any such motion for standing. About Colt Holding Colt Defense LLC is one of the world's oldest and most iconic designers, developers, and manufacturers of firearms for military, law enforcement, personal defense, and recreational purposes and was founded over 175 years ago by Samuel Colt, who patented the first commercial successful revolving cylinder firearm in 1836 and began supplying U.S. and international military customers with firearms in 1847. Colt is incorporated in Delaware and headquartered in West Hartford, Connecticut. In 1992, Colt Manufacturing Company, then the principal operating subsidiary, filed chapter 11 petitions (Bankr. D. Conn.). An investment by Zilkha & Co. allowed CMC to confirm a chapter 11 plan and emerge from Bankruptcy in 1994. Sometime after 1994, majority ownership of the Company Transitioned from Zilkha & Co. to Sciens Capital Management. Colt Holding Company LLC and nine affiliates, including Colt Defense LLC, on June 14, 2015, filed voluntary petitions (Bankr. D. Del. Lead Case No. 15-11296) for relief under Chapter 11 of the Bankruptcy Code to pursue a sale of the assets as a going concern. Colt Defense estimated $100 million to $500 million in assets and debt. On June 16, 2015, the Court directed the joined administration of the assets. The Debtors tapped Richards, Layton & Finger, P.A., and O'Melveny & Myers LLP, as attorneys, and Kurtzman Carson Consultants LLC as claims and noticing agent. Perella Weinberg Partners L.P. is acting as financial advisor of the Company, and Mackinac Partners LLC is acting as its restructuring advisor. Wilmington Savings Fund Society, FSB, as agent under the $13.3 million Term DIP Loan Agreement, is represented by Pryor Cashman LLP's Eric M. Hellige, Esq.; and Willkie Farr & Gallagher LLP's Leonard Klingbaum, Esq. Cortland Capital Market Services LLC, as agent under the $6.67 million Senior DIP Credit Agreement, is represented by Holland & Knight LLP's Joshua M. Spencer, Esq.; Stroock & Stroock & Lavan LLP's Brett Lawrence, Esq.; and Osler, Hoskin & Harcourt LLP's Richard Borins, Esq., and Tracy Sandler, Esq. The U.S. Trustee for Region 3 appointed five creditors of Colt Defense Inc. and its affiliates to serve on the official committee of unsecured creditors. MagPul Industries Corp. has resigned from the committee leaving only four Committee members. Sciens Capital is represented by Skadden, Arps, Slate, Meagher & Flom LLP's Anthony W. Clark, Esq., and Jason M. Liberi, Esq. COLT DEFENSE: US Trustee Says Chapter 11 Plan Is Overly Broad ------------------------------------------------------------- Bryan Koenig at Bankruptcy Law360 reported that a U.S. Trustee is asking a Delaware bankruptcy judge not to confirm a Chapter 11 reorganization plan for Colt, describing it on Dec. 10, 2015, as overly broad and one that improperly alleviates third parties from liability to even those claims holders who don’t vote on the plan and don’t opt out. Acting U.S. Trustee Andrew R. Vara argued that third-party liability releases are supposed to be limited to claims holders who actually vote in favor of the plan or vote no. About Colt Holding Colt Defense LLC is one of the world's oldest and most iconic designers, developers, and manufacturers of firearms for military, law enforcement, personal defense, and recreational purposes and was founded over 175 years ago by Samuel Colt, who patented the first commercial successful revolving cylinder firearm in 1836 and began supplying U.S. and international military customers with firearms in 1847. Colt is incorporated in Delaware and headquartered in West Hartford, Connecticut. In 1992, Colt Manufacturing Company, then the principal operating subsidiary, filed chapter 11 petitions (Bankr. D. Conn.). An investment by Zilkha & Co. allowed CMC to confirm a chapter 11 plan and emerge from Bankruptcy in 1994. Sometime after 1994, majority ownership of the Company Transitioned from Zilkha & Co. to Sciens Capital Management. Colt Holding Company LLC and nine affiliates, including Colt Defense LLC, on June 14, 2015, filed voluntary petitions (Bankr. D. Del. Lead Case No. 15-11296) for relief under Chapter 11 of the Bankruptcy Code to pursue a sale of the assets as a going concern. Colt Defense estimated $100 million to $500 million in assets and debt. On June 16, 2015, the Court directed the joined administration of the assets. The Debtors tapped Richards, Layton & Finger, P.A., and O'Melveny & Myers LLP, as attorneys, and Kurtzman Carson Consultants LLC as claims and noticing agent. Perella Weinberg Partners L.P. is acting as financial advisor of the Company, and Mackinac Partners LLC is acting as its restructuring advisor. Wilmington Savings Fund Society, FSB, as agent under the $13.3 million Term DIP Loan Agreement, is represented by Pryor Cashman LLP's Eric M. Hellige, Esq.; and Willkie Farr & Gallagher LLP's Leonard Klingbaum, Esq. Cortland Capital Market Services LLC, as agent under the $6.67 million Senior DIP Credit Agreement, is represented by Holland & Knight LLP's Joshua M. Spencer, Esq.; Stroock & Stroock & Lavan LLP's Brett Lawrence, Esq.; and Osler, Hoskin & Harcourt LLP's Richard Borins, Esq., and Tracy Sandler, Esq. The U.S. Trustee for Region 3 appointed five creditors of Colt Defense Inc. and its affiliates to serve on the official committee of unsecured creditors. MagPul Industries Corp. has resigned from the committee leaving only four Committee members. Sciens Capital is represented by Skadden, Arps, Slate, Meagher & Flom LLP's Anthony W. Clark, Esq., and Jason M. Liberi, Esq. CORNERSTONE HOMES: Court Confirms Joint Plan of Liquidation ----------------------------------------------------------- The Hon. Thomas L. Perkins of the U.S. Bankruptcy Court for the Western District of New York confirmed the Joint Plan of Liquidation dated July 21, 2015, which was proposed by Cornerstone Homes, Inc., and the Official Committee of Unsecured Creditors. In the order, the Court said that the Plan is confirmed with these changes: (a) the reference to "Section 8.2" in the definition of Effective Date to the Plan will be changed to "Sections 7.1-7.2"; and (b) notwithstanding section 3.3.2 of the Plan, the Plan provides that the validity, priority, and extent of the liens and security interests of First Midwest Bank will be determined pursuant to a final order separate and distinct from any order confirming the Plan, either in the connection with the First Midwest Actions or otherwise. In a separate order, the Court adjourned status conference to Jan. 15, 2016, at 9:00 a.m. The motion to use cash collateral is adjourned to Jan. 15, at 9:00 a.m. to track the motion to prosecute. About Cornerstone Homes Cornerstone Homes Inc. is based in Corning, New York and is engaged in the business of buying, selling and leasing single family homes in the State of New York, with such properties primarily located in the South Central and South Western portions of the State. Cornerstone Homes Inc. filed a Chapter 11 petition (Bankr. W.D.N.Y. Case No. 13-21103) on July 15, 2013, in Rochester alongside a reorganization plan already accepted by 96 percent of unsecured creditors' claims. The Debtor disclosed assets of $18.6 million and liabilities of $36.2 million. Four secured lenders with $21.8 million in claims are to be paid in full under the plan. Unsecured creditors -- chiefly noteholders with $14.5 million in claims -- will have a 7 percent recovery. Judge Paul R. Warren presides over the case. Curtiss Alan Johnson, Esq., and David L. Rasmussen, Esq., at Davidson Fink, LLP, in Rochester, N.Y., serve as the Debtor's counsel. The Debtor has tapped GAR Associates to appraise a selection of its properties to support the Debtor's liquidation analysis. The Official Committee of Unsecured Creditors is represented by Gregory J. Mascitti, Esq., at LeClairRyan PC. The Committee retained Getzler Henrich & Associates LLC as financial advisor. Cornerstone Homes Inc. delivered to the Bankruptcy Court a First Amended Plan of Reorganization and explanatory Disclosure Statement on Jan. 3, 2014. The Amended Plan supersedes the Plan Cornerstone prepared prior to filing for bankruptcy. The Debtor intends to liquidate properties over a period of time, so as to achieve maximum recovery for the creditors while avoiding a deleterious effect on the housing market. The Plan provides for a distribution of $1 million as an Unsecured Distribution Amount. Owner David Fleet will pledge up to $1 million to fund distributions under the Plan. It also provides for the distribution of the stock in the Reorganized Debtor to holders of Allowed Unsecured Noteholder Claims under Class 5. The Class 5 Claimants are expected to receive 7% plus distribution of stock on the Distribution Date. The Claimants are impaired and entitled to vote on the Plan. No hearing was slated to consider the Amended Plan documents. Instead, the Court accepted the request of the Committee to appoint a Chapter 11 trustee to replace management. The Court approved the appointment of Michael H. Arnold, Esq., as Chapter 11 trustee. He is represented by his law firm, Place and Arnold as his counsel. Michael H. Arnold, Chapter 11 trustee, is represented by the firm of Place and Arnold. LeClairRyan and Barclay Damon LLP serve as his special counsel. COWAN ROAD: Voluntary Chapter 11 Case Summary --------------------------------------------- Debtor: Cowan Road and Highway 90, LLC 26 Bent Brook Drive Purvis, MS 39475 Case No.: 15-52053 Chapter 11 Petition Date: December 14, 2015 Court: United States Bankruptcy Court Southern District of Mississippi (Gulfport-6 Divisional Office) Judge: Hon. Katharine M. Samson Debtor's Counsel: Craig M. Geno, Esq. LAW OFFICES OF CRAIG M. GENO, PLLC 587 Highland Colony Pkwy. Ridgeland, MS 39157 Tel: 601 427-0048 Fax: 601-427-0050 Email: cmgeno@cmgenolaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Michael T. Long, member/manager. The Debtor did not include a list of its largest unsecured creditors when it filed the petition. CROWN CASTLE: S&P Raises CCR From 'BB+', Off Watch Positive ----------------------------------------------------------- Standard & Poor's Ratings Services said it raised its corporate credit rating on Houston-based Crown Castle International Inc. (CCI) to 'BBB-' from 'BB+'. S&P removed the rating from CreditWatch, where it had placed it with positive implications on Sept. 24, 2015. The outlook is stable. In addition, S&P assigned a 'BBB-' corporate credit rating and stable outlook to CC Holdings GS V LLC. At the same time, S&P affirmed its 'BBB' issue-level rating on the senior secured debt of subsidiaries Crown Castle Operating Co. and CC Holdings GS V LLC. S&P removed the rating from CreditWatch, where it had placed it with negative implications on Sept. 24, 2015. S&P also withdrew the '1' recovery rating on this debt as S&P now applies investment-grade criteria to these issues. S&P also placed its 'BB+' issue rating on CCI's senior unsecured debt on CreditWatch with positive implications and withdrew the '4' recovery rating on this debt. "The upgrade reflects our expectation that CCI's adjusted leverage will continue to decline, absent meaningful acquisitions, and will likely remain below 6.5x over the next few years," said Standard & Poor's credit analyst Scott Tan. This view is based on S&P's discussions with the company's management team. The company has articulated a clear leverage target in the range of 4x to 5x (about 5x to 6x under Standard & Poor's adjustments) and is committed to maintaining leverage below 6.5x on a sustained basis. As of the quarter ended Sept. 30, 2015, the company's adjusted leverage was about 6.4x, down from the high-6x area at the beginning of 2015. S&P expects further improvement to the low-6x area by year-end 2016 resulting from EBITDA growth and modest levels of discretionary cash flow (DCF). S&P's upgrade also takes into consideration its favorable view of the wireless tower sector industry, which is characterized by very high predictability of cash flows and low volatility due to long-term contracts and high renewal rates from large telecommunications carrier customers, and adjusted EBITDA margins above 70%. Additionally, the industry has high barriers to entry, especially in the U.S. market, with the top three companies controlling over 80% of the tower market. These factors support S&P's "excellent" business risk profile. The stable outlook reflects a high visibility in the company's operating and financial performance because of long-term contracts with annual escalators. S&P expects continued healthy cash flow growth over the next two years because of the high incremental margin associated with adding tenants to existing towers, as well as potential investments over the next few years. While a downgrade is unlikely over the next year, it would most likely occur if the company adopts a more aggressive financial policy, including funding its REIT distributions and stock repurchases with additional debt such that leverage rises above 6.5x without prospects for longer-term improvement. S&P could raise the rating if the company's adjusted leverage declines to below 5.5x on a sustained level, and the company commits to maintaining it below that level. S&P views this as unlikely in the near term given the company's stated financial policy and aggressive shareholder-friendly actions, which S&P expects will keep leverage elevated. CUBIC ENERGY: Taps Prime Clerk as Claims and Noticing Agent ----------------------------------------------------------- Cubic Energy, Inc., et al., seek authority from the Bankruptcy Court to appoint Prime Clerk LLC as their claims and noticing agent, to assume the full responsibility for the distribution of notices and the maintenance, processing and docketing of proofs of claim filed in their Chapter 11 cases. Although the Debtors have not yet filed their schedules of assets and liabilities, they anticipate that there will be hundreds of creditors, equity holders, and other interested parties to be noticed. The Debtors maintain that by appointing Prime Clerk, the distribution of notices and the processing of claims will be expedited, and the Office of the Clerk of the Bankruptcy Court will be relieved of the administrative burden of processing what may be an overwhelming number of claims. The firm's current claims and noticing rates are: Title Hourly Rate ----- ----------- Analyst $35-$45 Technology Consultant $80-$95 Consultant $95-$135 Senior Consultant $135-$165 Director $165-$185 Solicitation Consultant $185 Director of Solicitation $200 Prior to the Petition Date, the Debtors provided Prime Clerk a retainer in the amount of $25,000. Prime Clerk seeks to first apply the retainer to all prepetition invoices, and thereafter, hold the retainer under the Engagement Agreement during these Chapter 11 cases as security for the payment of fees and expenses incurred under the Engagement Agreement. The Debtors request that the undisputed fees and expenses incurred by Prime Clerk in the performance of the services be treated as administrative expenses of their Chapter 11 estates and be paid in the ordinary course of business without further application to or order of the Court. Under the terms of the Engagement Agreement, the Debtors have agreed to indemnify, defend and hold harmless Prime Clerk and its members, officers, employees, representatives and agents under certain circumstances specified in the Engagement Agreement, except in circumstances resulting solely from Prime Clerk's gross negligence or willful misconduct. Prime Clerk represents it is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code with respect to the matters upon which it is engaged. About Cubic Energy Texas-based Cubic Energy, Inc., Cubic Asset Holding, LLC, Cubic Asset, LLC, Cubic Louisiana Holding, LLC and Cubic Louisiana, LLC filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Proposed Lead Case No. 15-12500) on Dec. 11, 2015. Jon R. Ross signed the petition as executive vice president and corporate secretary. Cubic Energy disclosed total assets of $120.7 million and total debts of $114.2 million, both as of March 31, 2015. The Debtors have engaged Bayard P.A., as Delaware counsel, Holland & Knight LLP as restructuring counsel, Houlihan Lokey Capital, Inc. as financial advisor and Prime Clerk LLC as noticing, balloting and claims agent. The Debtors are independent energy companies engaged in the development and production of, and exploration for, crude oil, natural gas and natural gas liquids. The Debtors' oil and gas assets are located in Texas and Louisiana. CUBIC ENERGY: Targeting February Confirmation of Prepack Plan ------------------------------------------------------------- Cubic Energy, Inc., et al., ask the Bankruptcy Court to, among other things, schedule a hearing to consider confirmation of their proposed prepackaged plan of reorganization on Feb. 12, 2016. The Debtors also request that the Court approve the following schedule of proposed dates: Event Date ----- ----------------- Voting Record Date November 30, 2015 Start of Solicitation December 10, 2015 Voting Deadline December 11, 2015 Confirmation Hearing Notice Service Deadline December 21, 2015 Objection Deadline February 4, 2016 Reply Deadline February 10, 2016 Confirmation Hearing February 12, 2016 Justin R. Alberto, Esq., at Bayard, P.A., attorney to the Debtors, said it is appropriate to set the Confirmation Hearing on or about Feb. 12, 2016, for the following reasons: 1. The Debtors have requested that the Court schedule the Confirmation Hearing on a date that is more than 30 days after the Petition Date, and the Debtors will serve the Confirmation Hearing Notice on or before Dec. 21, 2015, consistent with Bankruptcy Rules 2002 and 3017(a) and section 1128(a) of the Bankruptcy Code. 2. The Debtors commenced solicitation on Dec. 10, 2015, and such solicitation was in accordance with Sections 1125(g) and 1126(b) of the Bankruptcy Code. The Disclosure Statement and other solicitation materials were distributed to all six holders of claims entitled to vote on the Plan. 3. The Plan is a consensual prepackaged plan, having already obtained support from the six creditors that are entitled to vote in respect of the Plan. 4. A combined hearing will reduce the time the Debtors remain in bankruptcy, thereby cutting the costs of administering and funding these chapter 11 cases. Holders of claims to whom the Solicitation Packages were transmitted were directed in the Disclosure Statement and ballots to follow the instructions contained in the ballots to complete and submit their respective ballots to cast a vote to accept or reject the Plan. Each holder was explicitly informed in the Disclosure Statement and applicable ballot that such holder needed to submit its ballot such that it is actually received by the Solicitation Agent on or before the Voting Deadline to be counted. On the Petition Date, the Debtors have already received votes from all six parties entitled to vote in respect of the Plan and each such party has voted to accept the Plan. The Debtors request the authority to include these votes in the final tabulation of votes on the Plan. The Debtors believe that the solicitation period is sufficient and appropriate for holders of claims entitled to vote on the Plan to make an informed decision to accept or reject the Plan. About Cubic Energy Texas-based Cubic Energy, Inc., Cubic Asset Holding, LLC, Cubic Asset, LLC, Cubic Louisiana Holding, LLC and Cubic Louisiana, LLC filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Proposed Lead Case No. 15-12500) on Dec. 11, 2015. Jon R. Ross signed the petition as executive vice president and corporate secretary. Cubic Energy disclosed total assets of $120.7 million and total debts of $114.2 million, both as of March 31, 2015. The Debtors have engaged Bayard P.A., as Delaware counsel, Holland & Knight LLP as restructuring counsel, Houlihan Lokey Capital, Inc. as financial advisor and Prime Clerk LLC as noticing, balloting and claims agent. The Debtors are independent energy companies engaged in the development and production of, and exploration for, crude oil, natural gas and natural gas liquids. The Debtors' oil and gas assets are located in Texas and Louisiana. CUBIC ENERGY: To Assume Plan Support Agreement ---------------------------------------------- Cubic Energy, Inc., et al., seek permission from the Bankruptcy Court to assume a plan support agreement with the prepetition noteholders, BP Energy Company, Wells Fargo Energy Capital, Inc., Fossil Operating Inc., and other parties. According to the Debtors, they entered into the Plan Support Agreement after months of intense negotiations with creditors and an exhaustive process that included input and direction from the Debtors' experienced restructuring professionals. "The Plan Support Agreement is the lynchpin of the Debtors' consensual restructuring negotiations, providing a clear path towards reorganization and emergence from Chapter 11," says Justin R. Alberto, Esq., at Bayard, P.A., counsel to the Debtors. "The unanimously supported Plan Support Agreement binds the Plan Support Parties to implement a series of steps and transactions necessary to restructure the Debtors' prepetition debts through confirmation of the Chapter 11 plan, which will transfer control of the applicable reorganized Debtors to the Prepetition Noteholders and Wells Fargo," he adds. "Plan Support Agreement is critical to the Debtors' success in obtaining approval of the Chapter 11 Plan and expeditiously emerging from chapter 11 to the benefit of the Debtors' creditors and their estates," Mr. Alberto relates. Pursuant to the Plan Support Agreement, the Debtors and the Plan Support Parties have agreed to pursue the effectuation and consummation of a financial restructuring through a "prepackaged" plan of reorganization. By the Plan Support Agreement, the Debtors have agreed to take or forego certain actions to, among other things, effectuate and consummate the Restructuring for as long as the Plan Support Agreement has not been terminated in accordance with its terms. In exchange for the Debtors' promises under the Plan Support Agreement, the Supporting Creditors have agreed to, among other things: a. vote in favor of the Chapter 11 Plan, not change or withdraw such vote, and take other actions necessary in order to support the Chapter 11 Plan; b. consent to the Debtors' use of cash collateral pursuant to the Cash Collateral Orders; c. with respect to Wells Fargo, make a $150,000 cash payment to Cubic Energy prior to the Effective Date as reimbursement of expenses incurred by the Debtors in connection with the Restructuring; d. with respect to the Prepetition Noteholders, fund certain employee severance payments and payments to trade creditors on or after the Effective Date, and cause reorganized Cubic Energy and Fossil to enter into a new master services agreement; e. work with the Debtors to prepare the Plan Supplement Documents; f. with respect to BP, refrain from exercising any of its rights and remedies under the Hedging and Call Option and Operations Arrangements; g. with respect to the Prepetition Noteholders, refraining from transferring any Prepetition Interests in a manner that would impede reorganized Cubic Energy from qualifying for Section 382(l)(5) of the Internal Revenue Code or use its tax net operating losses on an unrestricted basis; and h. refrain from transferring any of their prepetition claims or equity interests to any person that does not join the Plan Support Agreement. Similarly, Fossil has agreed to support the Chapter 11 Plan, not cast any potential votes against the Plan, and otherwise refrain from contesting confirmation of the Chapter 11 Plan. The Plan Support Agreement also permits BP and WFEC to terminate their obligations under the Plan Support Agreement upon the occurrence of certain specified events. Those events include, without limitation, an uncured, material breach by the Debtors or Prepetition Noteholders, certain unauthorized amendments of the Plan Support Agreement, or the occurrence of one of the events. About Cubic Energy Texas-based Cubic Energy, Inc., Cubic Asset Holding, LLC, Cubic Asset, LLC, Cubic Louisiana Holding, LLC and Cubic Louisiana, LLC filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Proposed Lead Case No. 15-12500) on Dec. 11, 2015. Jon R. Ross signed the petition as executive vice president and corporate secretary. Cubic Energy disclosed total assets of $120.7 million and total debts of $114.2 million, both as of March 31, 2015. The Debtors have engaged Bayard P.A., as Delaware counsel, Holland & Knight LLP as restructuring counsel, Houlihan Lokey Capital, Inc. as financial advisor and Prime Clerk LLC as noticing, balloting and claims agent. The Debtors are independent energy companies engaged in the development and production of, and exploration for, crude oil, natural gas and natural gas liquids. The Debtors' oil and gas assets are located in Texas and Louisiana. DIOCESE OF DULUTH: Judge Robert Kressel Encourages Mediation ------------------------------------------------------------ Riham Feshir at Minnesota Public Radio reports that Judge Robert Kressel encouraged the Diocese of Duluth and all parties involved to wok with a mediator to come to a resolution. Mediation is a less costly way to work through litigation when there are numerous parties involved, MPR relates, citing Mike Finnegan, Esq., at Jeff Anderson & Associates, who represents abuse victims who've filed lawsuits against the Diocese. "Sometimes there are things in mediation that you can do to resolve a case that you can't do necessarily through the court," the report quoted him as saying. According to MPR, Mr. Finnegan said that mediation sessions have not been scheduled. Diocese of Duluth sought protection under Chapter 11 of the Bankruptcy Code on Dec. 7, 2015 (Bankr. D. Minn. Case No. 15-50792). The case is assigned to Judge Robert J Kressel. The Debtor's lead counsel is Bruce A Anderson, Esq., and J Ford Elsaesser, Esq., at ELSAESSER JARZABEK ANDERSON ELLIOTT & MACDONALD, CHTD., in Sandpoint, Idaho. The Debtor's local counsel is Phillip Kunkel, Esq., at GRAY, PLANT, MOOTY, MOOTY & BENNETT, P.A., in St Cloud, Minnesota. ENERGY FUTURE: EFIH PIK Noteholders Appeal Ruling on Premiums ------------------------------------------------------------- The so-called "Subsequent Settling EFIH PIK Noteholders" took an appeal pursuant to 28 U.S.C. Sec. 158 to the United States District Court for the District of Delaware from the order of the U.S. Bankruptcy Court for the District of Delaware (Sontchi, J.), dated Nov. 24, 2015, sustaining the EFIH Debtors' Partial Objection to Proof of Claim No. 6347 filed by UMB Bank, N.A. -- the Indenture Trustee for the unsecured 11.25%/12.25% Senior Toggle Notes Due 2018 (the "PIK Notes") -- as it relates to premiums. The Subsequent Settling EFIH PIK Noteholders are comprised of York Capital Management Global Advisors, LLC; P. Schoenfeld Asset Management L.P.; Polygon Convertible Opportunity Master Fund; Polygon Distressed Opportunities Master Fund; and Marathon Asset Management, LP., on behalf of funds and accounts that they each manage or advise. The Subsequent Settling EFIH PIK Noteholders are represented by: GELLERT SCALI BUSENKELL & BROWN, LLC Mike Busenkell, Esq. 913 N. Market Street, 10th Floor Wilmington, DE 19801 Tel: (302) 425-5812 E-mail: mbusenkell@gsbblaw.com - and - KAYE SCHOLER LLP Scott D. Talmadge 250 West 55th Street New York, NY 10019 Tel: (212) 836-8000 E-mail: scott.talmadge@kayescholer.com Ruling on Premiums for PIK Claim In its Memorandum Opinion dated Oct. 30, 2015, Judge Sontchi sustained the EFIH Debtors' Partial Objection to Proof of Claim No. 6347 as it relates to the portion of the PIK Claim seeking an amount for premiums, applicable premium, prepayment penalties, make-whole premiums, and/or call premiums. Pursuant to an indenture dated Dec. 5, 2012, Energy Future Intermediate Holding Company LLC and EFIH Finance Inc. issued approximately $1.4 billion in aggregate principal amount of PIK Notes. The PIK Indenture provides for, among other things, the payment of post-petition interest on overdue principal at the contract rate. Pursuant to the PIK Indenture, UMB timely filed Proof of Claim No. 6347 with an accompanying addendum on behalf of the PIK Noteholders (the "PIK Claim"). The PIK Claim seeks a minimum of approximately $1.57 billion in principal "plus interest, fees and other amounts arising in connection with the [PIK] Indenture . . ." Among other things, the PIK Claim seeks an amount related to "premiums, Applicable Premium, pre-payment penalties, make-whole premiums, [and/or] call premiums" (collectively, referred to herein as "make-whole premiums" or "premiums"), which is the subject of the Memorandum Opinion. On July 9, 2015, the Debtors filed the EFIH Debtors' Partial Objection to Proof of Claim No. 6347 Filed by the Indenture Trustee for the EFIH Unsecured Notes. Through the PIK Claim Objection, the EFIH Debtors object to the portion of the PIK Claim that seeks: (i) payment of the "Applicable Premium" under section 3.07(a) or the Optional Redemption Price under Section 3.07(d) of the PIK Indenture; and (ii) postpetition interest at the rate specified in the PIK Indenture. The issue before the Court is whether the language in the PIK Indenture gives rise to a claim for a premium upon automatic acceleration after an event of default: [I]n the case of an Event of Default arising under clause (6) or (7) of Section 6.01(a) hereof, all principal of and premium, if any, interest (including Additional Interest, if any) and any other monetary obligations on the outstanding Notes shall be due and payable immediately without further action or notice. "The PIK Indenture does not provide specifically for a payment of a premium upon acceleration, nor does it refer back to specific sections of the Indenture. As such, and for the reasons set forth in Momentive, the Court finds that the PIK Indentureâ€™s acceleration clause is unambiguous, insufficient and lacking in explicitness regarding whether a make-whole premium is due upon an event of default. Thus, after acceleration, the PIK Trustee does not have a valid claim for either an Applicable Premium nor an Optional Redemption Price," Judge Sontchi ruled. "Thus, as stated above, the Court will sustain the Partial Objection and disallow the portion of the PIK Claim seeking an amount for premiums, Applicable Premium, prepayment penalties, make-whole premiums, [and/or] call premiums." A copy of the Court's Oct. 30, 2015 Memorandum Opinion is available for free at: http://bankrupt.com/misc/Energy_F_6781_Memo_UMB_Claim.pdf 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: Mudrick Appeals Ruling on Postpetition Interest -------------------------------------------------------------- Mudrick Capital Management L.P. took an appeal pursuant to 28 U.S.C. Sec. 158 to the United States District Court for the District of Delaware from the order of the U.S. Bankruptcy Court for the District of Delaware (Sontchi, J.), dated Nov. 24, 2015, sustaining the EFIH Debtors' Partial Objection to Proof of Claim No. 6347 filed by UMB Bank, N.A. -- the Indenture Trustee for the unsecured 11.25%/12.25% Senior Toggle Notes Due 2018 (the "PIK Notes") -- as it relates to postpetition interest. Attorneys for Mudrick Capital: THE ROSNER LAW GROUP LLC Frederick B. Rosner, Esq. Julia B. Klein, Esq. 824 Market Street, Suite 810 Wilmington, DE 19801 Tel: (302) 777-1111 E-mail: rosner@teamrosner.com klein@teamrosner.com - and - Tracy L. Klestadt, Esq. John E. Jureller, Jr., Esq. Stephanie Sweeney, Esq. KLESTADT WINTERS JURELLER SOUTHARD STEVENS LLP 200 West 41st Street, 17th Floor New York, NY 10036 Tel: (212) 972-3000 E-mail: tklestadt@klestadt.com jjureller@klestadt.com ssweeney@klestadt.com Ruling on Postpetition Interest In a Memorandum Opinion dated Oct. 30, 2015, Judge Sontchi sustained EFIH Debtors' Partial Objection to Proof of Claim No. 6347 as it relates to the portion of the PIK Claim seeking postpetition interest at the rate specified in the PIK indenture. Pursuant to an indenture dated Dec. 5, 2012 (the "PIK Indenture"), Energy Future Intermediate Holding Company LLC and EFIH Finance Inc. (the "EFIH Debtors") issued approximately $1.4 billion in aggregate principal amount of PIK Notes. The PIK Indenture provides for, among other things, the payment of post-petition interest on overdue principal at the contract rate. Pursuant to the PIK Indenture, UMB timely filed Proof of Claim No. 6347 with an accompanying addendum on behalf of the PIK Noteholders (the "PIK Claim"). The PIK Claim seeks a minimum of approximately $1.57 billion in principal "plus interest, fees and other amounts arising in connection with the [PIK] Indenture . . ." On July 9, 2015, the Debtors filed the EFIH Debtors' Partial Objection to Proof of Claim No. 6347 Filed by the Indenture Trustee for the EFIH Unsecured Notes in which the Debtors objected to the portion of UMB's claim seeking postpetition interest and payment of a make-whole claim. The Court's Oct. 30 memorandum opinion addresses that portion of the Partial Objection relating to post-petition interest, and the judge said he will render a separate decision related to the make-whole claim. In the Partial Objection, the Debtors argue that, under Section 502(b)(2) of the Bankruptcy Code, UMB's claim for postpetition interest must be disallowed as "unmatured interest." At most, the Debtors argue, UMB's claim for post-petition interest is limited under section 726(a)(5), made applicable by Section 1129(a)(7)(A)(ii), to "payment of interest at the legal rate," which the Debtors claim is the Federal judgment rate. UMB argues that it is entitled to postpetition interest at its contract rate as part the PIK Claim. "[T]he Court will sustain the Debtors' Partial Objection to UMB's claim. The PIK Claim is limited to the principal and accrued fees and interest due as of the petition date and excludes unmatured, i.e., postpetition interest. The Court further finds that the legal rate of interest under Section 726(a) is the Federal judgment rate but the applicability of Section 726(a) is limited to its incorporation in Section 1129(a)(7) and does not create a general rule establishing the appropriate rate of post-petition interest. Moreover, the plain meaning of Section 1129(b)(2) does not require payment to unsecured creditors of postpetition interest when a junior class is receiving a distribution for a plan to be fair and equitable. Rather, the Court has the discretion to exercise its equitable power to require, among other things, the payment of postpetition interest, which may be at the contract rate or such other rate as the Court deems appropriate. Finally, the plan in this case need not provide for the payment in cash on the effective date of postpetition interest at the contract rate for the PIK Noteholders to be unimpaired. Indeed, the plan need not provide for any payment of interest, even at the Federal judgement rate. But in order for the PIK Noteholders to be unimpaired the plan must provide that the Court may award post-petition interest at an appropriate rate if it determines to do so under its equitable power," Judge Sontchi ruled. A copy of the Court's Oct. 30, 2015 Memorandum Opinion is available for free at: http://bankrupt.com/misc/Energy_F_6782_Memo_UMB_Claim.pdf 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: Regulator Says Hunt's Buy Would Rip Off Ratepayers ----------------------------------------------------------------- Michelle Casady at Bankruptcy Law360 reported that Hunt Consolidated Inc.'s proposed acquisition of Energy Future Holdings' controlling stake in energy provider Oncor Electric Delivery Co. is not in the public interest and the plan should be rejected, an in-house expert told the Texas Public Utility Commission on Dec. 9, 2015. Darryl Tietjen, director of the PUC's Rate Regulation Division, testified before the commission on Hunt's application, submitted in September, seeking approval of its plan to reorganize EFH's 80 percent stake in the energy provider into a real estate investment trust. 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. ENOR CORP: December 18 Meeting Set to Form Creditors' Panel ----------------------------------------------------------- Andy Vara, Acting United States Trustee of Region 3, will hold an organizational meeting on December 18, 2015, at 10:00 a.m. in the bankruptcy case of Enor Corporation. The meeting will be held at: United States Trustee's Office One Newark Center, 1085 Raymond Blvd. 21st Floor, Room 2106 Newark, NJ 07102 The sole purpose of the meeting will be to form a committee or committees of unsecured creditors in the Debtors' case. The organizational meeting is not the meeting of creditors pursuant to Section 341 of the Bankruptcy Code. A representative of the Debtor, however, may attend the Organizational Meeting, and provide background information regarding the bankruptcy cases. To increase participation in the Chapter 11 proceeding, Section 1102 of the Bankruptcy Code requires that the United States Trustee appoint a committee of unsecured creditors as soon as practicable. The Committee ordinarily consists of the persons, willing to serve, that hold the seven largest unsecured claims against the debtor of the kinds represented on the committee. Section 1103 of the Bankruptcy Code provides that the Committee may consult with the debtor, investigate the debtor and its business operations and participate in the formulation of a plan of reorganization. The Committee may also perform other services as are in the interests of the unsecured creditors whom it represents. ENRON NIGERIA: DC Circ. Told Scandal Didn't Nix Nigeria Contract ---------------------------------------------------------------- Adam Sege at Bankruptcy Law360 reported that Enron's Nigeria subsidiary is seeking a quick win in the Nigerian government's appeal of an order confirming an International Chamber of Commerce arbitration award of more than $11 million to the Enron unit, telling the D.C. Circuit the fraud scandal that brought down Enron did not nullify its subsidiary's contract with the West African nation. In a brief filed on Dec. 11, 2015, Enron Nigeria Power Holding Ltd. asked the appeals court for summary affirmation backing a lower court's decision to confirm the award. About Enron Corp. Enron Corporation (former New York Stock Exchange ticker symbol ENE) was an American energy, commodities, and services company based in Houston, Texas. Before its collapse and bankruptcy in 2001, Enron employed approximately 20,000 staff and was one of the world's major electricity, natural gas, communications, and pulp and paper companies, with claimed revenues of nearly $111 billion during 2000. Based in Houston, Texas, Enron Corporation filed for Chapter 11 protection (Bankr. S.D.N.Y. Case No. 01-16033) on Dec. 2, 2001, following controversy over accounting procedures that caused its stock price and credit rating to drop sharply. Enron hired lawyers at Togut Segal & Segal LLP; Weil, Gotshal & Manges LLP; Venable; Cadwalader, Wickersham & Taft, LLP for its bankruptcy case. The Official Committee of Unsecured Creditors in the case tapped lawyers at Milbank, Tweed, Hadley & McCloy LLP. The Debtors won confirmation of their Plan in July 2004, and the Plan was declared effective on Nov. 17, 2004. After approval of the Plan, the new board of directors decided to change the name of Enron Corp. to Enron Creditors Recovery Corp. to reflect the current corporate purpose. ECRC's sole mission is to reorganize and liquidate certain of the operations and assets of the "pre- bankruptcy" Enron for the benefit of creditors. ECRC has been involved in the MegaClaims Litigation, an action against 11 major banks and financial institutions that ECRC believes contributed to Enron's collapse; the Commercial Paper Litigation, an action involving the recovery of payments made to commercial paper dealers; and the Equity Transactions Litigation, which ECRC filed against Lehman Brothers Holdings, Inc., UBS AG, Credit Suisse and Bear Stearns to recover payments made to the four banks on transactions involving Enron's stock while the company was insolvent. EZTD INC: Recognises Substantial Doubt on Going Concern Ability --------------------------------------------------------------- EZTD Inc.'s net loss for the three months ended September 30, 2015 was $1,174,000, compared to a net loss of $1,831,000 for the three months ended September 30, 2014. Net loss for the nine and three months ended September 30, 2015 and September 30, 2014 was mainly attributable to the operations of our binary options business, which incurred significant marketing and operational expenses primarily consisting of online advertising for our binary options websites, and employee related expenses, Shimon Citron, chief executive officer, and Itai Loewenstein, chief financial officer of the company said in a regulatory filing with the U.S. Securities and Exchange Commission on November 9, 2015. "The company has suffered losses from operations and negative cash flows from operations since inception," according to Messrs. Citron and Loewenstein. For the nine months ended September 30, 2015, the net loss attributable to the company was $3.711 million and the negative cash flows from operations were $1.123 million. As of September 30, 2015, the company's obligation to customers amounted to $2.895 million, while current assets were $3.773 million. Customers may withdraw their deposits upon demand. According to the regulatory requirement in Cyprus, the company's subsidiary in Cyprus has to comply with the covenant of maintaining a capital of at least EUR730,000 and having funds in excess of client obligations. Funds consist of cash, segregated client cash accounts, restricted cash and receivables from credit card companies. "We require cash to fund our operations and we have experienced significant losses and negative cash flows in the recent past. Further, our independent auditors modified their report for the year ended December 31, 2014 to express substantial doubt as to our ability to continue as a going concern," Messrs. Citron and Loewenstein emphasized. They further noted: "Despite its negative cash flows, the company has been able to secure financing to support its operations to date, based on share issuances and loans. The company plans to seek additional funds from equity issuances in order to continue its operations and to leverage its binary options business. "Since our inception, we have funded our operations primarily through the public and private sales of our securities, revenues received from customers and otherwise. We had an increase in issued and outstanding shares of our common stock from 94,385,302 shares at December 31, 2014, to 103,443,439 at September 30, 2015 due to the exercise of warrants. "As of September 30, 2015, our total current assets were $3,773,000 and our total current liabilities were $11,387,000. On September 30, 2015, we had an accumulated deficit of $38,447,000. We currently finance our operations through revenues from our binary options business, and with funds provided by borrowings and issuance of stock and warrant activities. We plan to continue raising funds in such ways in order to continue our operations and to leverage our binary options business. There is no assurance, however, that we will be successful in raising such funds. "Although there is a substantial doubt that the company will continue as a going concern, the consolidated financial statements do not include any adjustments that may result from the outcome of this uncertainty." At Sept. 30, 2015, the company had total assets of $5,811,000, total liabilities of $11,596,000, and total deficiency of $5,785,000. A full-text copy of the company's quarterly report is available for free at: http://tinyurl.com/hst3h6y Tel Aviv, Israel-based EZTD Inc. is engaged in the business of offering online trading of binary options. The company conducts its operations and business with and through its subsidiaries: Win Global Markets Inc., an Israeli company; and WGM Services Ltd., a company registered in Cyprus. FANNIE MAE & FREDDIE MAC: Josh Rosner Updates Utility Reform Model ------------------------------------------------------------------ Joshua Rosner -- jrosner@graham-fisher.com -- Managing Director at Graham Fisher & Co. released a 78-page report yesterday entitled "GSE Reform: Something Old, Something New, and Something Borrowed," describing an updated blueprint for recapitalizing and reforming Fannie Mae and Freddie Mac using the public utility model he's described in the past. A copy of Mr. Rosner's paper is available at https://goo.gl/IzWpwg via Scribd.com at no charge. In the last few years, numerous legislative proposals have been put forward to bring an end to the GSEs' seven-years of on-going conservatorship. Generally speaking, these proposals would dismantle the current system and create a new structure with some of the worst elements of the pre-HERA GSEs or propose a risky alternative to replace them. Mr. Rosner compares these reform proposals to building a new auto assembly plant to replace a car involved in a fender-bender. Mr. Rosner says that the legislative reform proposals to date rest on a number of myths. One myth is that private capital can replace what Fannie and Freddie provide. To replace the GSEs and attract enough private capital to insure only the top 10% of their $5 trillion mortgage credit book of business, the industry would need to attract close to $500 billion of capital. However, from the start of 2014 through April 2015, the private capital investment in agency first-loss deals was only $13.1 billion and available only for the crème de la crème of cherry-picked loans. The private mortgage insurance industry, in particular, is still reeling from inadequate capital standards and poor state regulation leading up to the 2008 crisis and there is simply not enough capital among the remaining players in the industry. If there is not enough private capital available to support the market in good times it is hard to see how there would be enough capital outside the GSEs to support the markets in a highly possible housing crisis in the future. Another myth is that Fannie and Freddie need competition. This would make sense if the GSEs had used their "duopoly" power to take advantage of consumers or distort prices. In fact, the GSEs, when functioning as intended, have a function akin to a utility. They perform an essential public service that other entities cannot or will not perform. The GSEs, when properly capitalized and regulated, act as countercyclical providers of capital when the primary-market private funding sources evaporate in the face of economic downturns. This activity would not be enhanced by trying to create alternative providers of capital. In fact, the answer to fixing the nation’s housing finance system begins with HERA and the path that it has already established for recapitalization of Fannie and Freddie. Considering that the GSEs have more than paid back the $187-billion cash infusion of 2008, even without raising any private capital, and without even counting the value of warrants for 79.9 percent of the GSEs common stock or the Preferred Stock Purchase Agreements the government holds, the GSEs could amass $150 to $200 billion in capital over 10 years. If they were to issue additional stock for purchase or assume the value of the outstanding warrants, rebuilding adequate capital buffers could take even less time. The recapitalized entities should also be regulated in a manner consistent with their size and reach in the financial marketplace. With current portfolios of roughly $5 trillion, they epitomize the concept of Too Big to Fail. The GSEs also have an important credit-risk pricing function. Accordingly, yesterday's paper explains why the Federal Stability Oversight Council established in the Dodd-Frank Act along with the Federal Reserve would be appropriate backup regulatory entities to FHFA to reduce systemic risk. These regulators would better support the mission of the GSEs, as originally intended, to act as liquidity tools for the funding of new mortgages rather than as risk transfer mechanisms. In terms of the appropriate capital requirements for the GSEs, the Basel III framework, largely adopted by the U.S. government in 2013 for the nation’s largest banks, serves as a useful model. Yesterday's paper presents various capital requirement models and recommends capital levels of three to five percent. In addition, the government backstop role would be clearer and more narrowly tailored. Stringent capital standards that incorporate security level requirements, real transfer of first-loss and stringent capital standards for private mortgage insurers or other first-loss holders, should give the public comfort that an explicit government guarantee is unlikely to ever be employed. But this government guarantee would also serve the historic purpose of maintaining liquidity and stability in the mortgage marketplace. As noted, this historic and prospective role for the GSEs is akin to a public utility. Therefore, once FHFA exercises the authority already provided for in HERA to recapitalize the GSEs and undertake other reforms recommended in yesterday's paper, Congress should create a de facto public utility commission for the GSEs. Like any PUC, it would be responsible for determining the activities, cost recoveries, guarantee pricing and allowable rates of return for Fannie and Freddie. In summary, Mr. Rosner says, it is no surprise that antipathy toward Fannie and Freddie grew broader and more intense the more policymakers deliberately or inadvertently tampered with their original roles as countercyclical providers of liquidity in the mortgage market. Instead of trying to create an entirely new model, it would be wiser for FHFA to restore the original public utility-like concept for Fannie and Freddie with the powers provided by HERA and with appropriate capitalization requirements and regulatory reforms. This would serve the interests of capital markets, aspiring homeowners and taxpayers for years to come. FORESIGHT ENERGY: Moody's Cuts CFR to B3, On Review for Downgrade ----------------------------------------------------------------- Moody's Investors Service downgraded all ratings of Foresight Energy, LLC including the corporate family rating to B3 from B2, the probability of default rating (PDR) to B3-PD from B2-PD, senior unsecured rating to Caa2 from Caa1, and senior secured rating to B1 from Ba3. The speculative grade liquidity rating was revised to SGL-4 from SGL-3. The ratings remain under review for further downgrade. Downgrades: Issuer: Foresight Energy, LLC Corporate Family Rating, Downgraded to B3 from B2; Placed Under Review for further Downgrade Probability of Default Rating, Downgraded to B3-PD from B2-PD; Placed Under Review for further Downgrade Speculative Grade Liquidity Rating, changed to SGL-4 from SGL-3 Senior Secured Bank Credit Facilities, Downgraded to B1 (LGD2) from Ba3 (LGD3); Placed Under Review for further Downgrade Senior Unsecured Regular Bond/Debenture, Downgraded to Caa2 (LGD5) from Caa1 (LGD5); Placed Under Review for further Downgrade RATINGS RATIONALE The action follows the company's announcement that it was notified by the administrative agent of its secured credit agreement that it was in default under the terms of the agreement, as a result of the recent developments in the litigation by trustee for the bondholders of the company's 2021 Senior Notes. The company continues to negotiate with its lenders to cure the alleged default events, and the outcome is uncertain. As of Sept. 30, 2015, the company had $600 million of 2021 Senior Notes outstanding, and $673 million under its senior secured bank credit facility. The company does not have sufficient liquidity to repay its debt if it were to be accelerated. In May 2015 the trustee for the bondholders of the company's 2021 Senior Notes filed suit alleging that Murray Energy Corporation's acquisition of an interest in Foresight Energy GP LLC triggered a change of control of the unsecured 2021 Senior Notes. On Dec. 4, 2015 a Vice Chancellor of the Delaware Chancery Court issued his opinion, but not a judgment, stating that change of control had occurred and that the trustee was entitled to a company's offer to purchase the 2021 Senior Notes at 101% of the principal amount tendered, as required by the indenture. A judgment in the case has not yet been rendered. The company indicated that it had commenced discussions with a majority of the unsecured holders of their 2021 Senior Notes to attempt to resolve the litigation. The company also commenced discussions with certain lenders under their revolving credit facility and indicated that it is likely to suspend distributions on their common units, commencing with the quarter ending Dec. 31, 2015. The review will focus on the results of any negotiations with the company's lenders or other actions the company may take to bolster liquidity or to refinance its debt. The Speculative Grade Liquidity rating of SGL-4 reflects the receipt of default notice by the administrative agent of the company's secured credit agreement. At Sept. 30, 2015, prior to the default notice the company liquidity consisted of $25 million in cash and $166 million available under $550 million revolver maturing in August 2018. The company generated over $200 million in operating cash flows for the twelve months ended September 30, 2015, comfortably covering roughly $130 million in capital investments. The company had paid roughly $50 million per quarter in dividends over the past four quarters. Moody's expects fourth quarter 2015 cash outlay of roughly $8 million following the dividend cut announced in November 2015. Moody's believes that recent dividend cutting actions will result in positive free cash flows over the next twelve months. The principal methodology used in these ratings was Global Mining Industry published in August 2014. Foresight Energy, LLC is 100% owned by Foresight Energy L.P., which is a Master Limited Partnership (MLP). Foresight is a thermal coal producer operating in the Illinois Basin. Currently, the company has four operating mining complexes, with four longwall operations, one continuous miner operation, and over 3 billion tons of coal reserves. For the twelve months ended Sept. 30, 2015, the company generated $1,043 million in revenues. Foresight's parent company recently sold 34% of its general partner interest and 50% of the limited partner interest to Murray Energy Corporation. Christopher Cline, the founder of Foresight, and his affiliates retained an approximately 66% general partner interest and an approximately 36% limited partner interest, with the balance of limited partner units publicly traded. GETTY IMAGES: S&P Lowers CCR to 'SD' & Rates $252.5MM Notes 'CCC+' ------------------------------------------------------------------ Standard & Poor's Ratings Services said that it lowered its corporate credit rating on Seattle-based Getty Images Inc. to 'SD' (selective default) from 'CC'. At the same time, S&P lowered its issue-level rating on the company's senior unsecured notes to 'D' (default) from 'CC'. The '6' recovery rating is unchanged, indicating S&P's expectation for negligible recovery (0%-10%) of principal in the event of a payment default. S&P also revised its recovery rating on the company's 10.5% first-lien senior secured credit facilities to '4' from '3'. The 'CCC+' issue-level rating remains unchanged. The '4' recovery rating indicates S&P's expectation for average recovery (30%-50%; upper half of the range) of principal in the event of a payment default. In addition, S&P assigned its 'CCC+' issue-level and '4' recovery ratings to the company's proposed $252.5 million 10.5% first-lien notes due 2020. The '4' recovery rating indicates S&P's expectation for average recovery (30%-50%; upper half of the range) of principal in the event of a payment default. The downgrades follow Getty Images' announcement that it has completed a debt exchange of $234 million 7% senior unsecured notes due 2020 for $150 million of new 10.5% first-lien notes due 2020. "We view the exchange as tantamount to a default, based on our criteria, because the debtholders are not receiving the originally promised value," said Standard & Poor's credit analyst Elton Cerda. "The revised recovery rating on the existing senior secured credit facility reflects our expectation for dilution in recovery under our simulated default scenario due to the new 10.5% first-lien notes." As part of the exchange transaction, Getty issued $252.5 million 10.5% first-lien notes due 2020. These notes are secured by the same collateral securing the existing senior credit facility. The company used $150 million of the new first-lien notes in the exchange transaction. And it will use about $102.5 million of cash proceeds for transaction expenses and general corporate purposes, which include integrating and upgrading its existing technology platforms and, increasing, marketing spending. If executed correctly, S&P believes that the technology platform integration and upgrade could increase Getty Images' competitiveness. However, the transaction increases Getty Images' debt leverage and cash interest service burden, and its capital structure remains unsustainable, in S&P's view. GRAHAM GULF: Reports Total Assets of $66.6 Million -------------------------------------------------- Graham Gulf Inc. filed with the U.S. Bankruptcy Court for the Southern District of Alabama its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ------ ----------- A. Real Property $0 B. Personal Property $66,600,204 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $21,691,257 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-priority Claims $2,219,424 ----------- ----------- TOTAL $66,600,204 $23,910,682 A copy of the company's schedules of assets and liabilities is available at http://bankrupt.com/misc/GrahamGulf_SAL10162015.pdf About Graham Gulf Founded in 1996, Graham Gulf, Inc. operates 11 fast supply vessels designed specifically for providing a more efficient and cost-effective support for field production operations and remote drilling location services. Graham Gulf filed Chapter 11 bankruptcy petition (Bankr. S.D. Ala. Case No. 15-03065) on Sept. 18, 2015. The petition was signed by Janson Graham, the president and owner. The Debtor estimated assets and liabilities in the range of $10 million to $50 million. Helmsing, Leach, Herlong, Newman & Rouse PC serves as the Debtor's counsel. Six creditors were appointed to Graham Gulf's official committee of unsecured creditors. The creditors are Superior Shipyard & Fabrication Inc., Thrustmaster of Texas Inc., American Supply LLC, Safety Controls Inc., Force Power Systems LLC and United Power Systems LLC. GT ADVANCED: Seeks to Pay Exit Financing's Put Option Premium ------------------------------------------------------------- GT Advanced Technologies Inc. and its affiliated debtors seek authority from the U.S. Bankruptcy Court for the District of New Hampshire to pay the Put Option Premium equal to 5.0% of the entire committed amount of the $80 million exit financing consisting of $60 million in principal amount of the Senior Secured Notes and $20 million in Preferred Stock and reimburse certain expenses of the Financing Support Parties incurred in connection with the Exit Financing and for the approval of the Signatory Debtors' indemnity obligations under the Commitment Letter. The Debtors assert that the Put Option Premium, the reimbursement of the Expenses, and the Indemnity are fair and reasonable and are a necessary inducement to convince the Financing Support Parties to enter into the Commitment Letter and provide the Exit Financing. The Debtors tell the Court that they need the exit financing to be able to propose a Chapter 11 plan and emerge from Chapter 11. Without these inducements, the Debtors believe that they would not be possible to obtain an exit financing commitment from the Financing Support Parties or any other party. The Debtors also tell the Court that the Commitment Letter is part of a resolution with the existing DIP lenders regarding an amendment and waiver to the DIP Facility, which is a critical for the Debtors to be able to move forward with the settlement with Apple and the sale of ASF Furnaces. If the Court ultimately approves the Exit Financing embodied in the Commitment Letter, the Debtors will have the new capital needed to seek confirmation of the plan reflected in the Plan Term Sheet and emerge from these Chapter 11 cases as revitalized companies, the Debtors assert. Additionally, the Debtors ask that the payment of the fees, expenses and costs be afforded administrative expense priority status under Section 503(b)(1) of the Bankruptcy Code. Committee Opposes The Official Committee of Unsecured Creditors asks the Court to deny the Debtors' motion, arguing that the Court should not approve the Put Option Premium given the existence of a superior proposal from Oaktree. Approval of the Emergency Motion at this time will serve to lock-up the plan terms negotiated between the Debtors and the Financing Commitment Parties, to the detriment of general unsecured creditors, the Committee further argues. The Committee asserts that that the Debtors have failed to satisfy their burden of demonstrating that immediate approval of the Put Option Premium and Expenses is a necessary expense that will directly and substantially benefit the Debtors' estates, especially given the existence of a viable competing proposal that provides greater value for general unsecured creditors. GT Advanced Technologies Inc. is represented by: Luc A. Despins, Esq. Andrew V. Tenzer, Esq. James T. Grogan, Esq. G. Alexander Bongartz, Esq. PAUL HASTINGS LLP Park Avenue Tower 75 East 55th Street, First Floor New York, New York 10022 Telephone: (212) 318-6000 Facsimile: (212) 319-4090 Email: lucdespins@paulhastings.com andrewtenzer@paulhastings.com jamesgrogan@paulhastings.com alexbongartz@paulhastings.com -- and -- Daniel W. Sklar, Esq. Holly J. Barcroft, Esq. NIXON PEABODY LLP 900 Elm Street Manchester, NH 03101-2031 Telephone: (603) 628-4000 Facsimile: (603) 628-4040 Email: dsklar@nixonpeabody.com hbarcroft@nixonpeabody.com The Committee is represented by: Matthew R. Johnson, Esq. Charles R. Powell, Esq. DEVINE, MILLIMET & BRANCH, P.A. 111 Amherst Street Manchester, NH 03101 Telephone: (603) 669-1000 Facsimile: (603) 518-2461 Email: sgrill@devinemillimet.com mjohnson@devinemillimet.com -- and -- James S. Carr, Esq. Jason R. Adams, Esq. KELLEY DRYE & WARREN LLP 101 Park Avenue New York, New York 10178 Telephone: (212) 808-7800 Facsimile: (212) 808-7897 Email: jcarr@kelleydrye.com About GT Advanced Headquartered in Merrimack, New Hampshire, GT Advanced Technologies Inc. -- http://www.gtat.com/-- produces materials and equipment for the electronics industry. On Nov. 4, 2013, GTAT announced a 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. HANGER INC: Completes Solicitation; Default Notice Nullified ------------------------------------------------------------ Hanger, Inc. on Dec. 15 disclosed that it has successfully solicited consents from holders of its $200,000,000 aggregate principal amount 7 1/8% Senior Notes due 2018 (the "Notes") to amend and waive certain provisions of its Indenture (the "Indenture"), dated November 2, 2010, among the Company, its subsidiary guarantors and Wilmington Trust Company, as trustee pursuant to which the Notes were issued (the "Consent Solicitation"). On December 11, 2015, the Company received the requisite consents required to approve the adoption of the Fifth Supplemental Indenture (the "Supplemental Indenture"). As a result, on December 11, 2015, the Company entered into the Supplemental Indenture to amend and waive certain provisions of the Indenture. The amendment and waivers contained in the Supplemental Indenture became operative when the Company paid the initial consent fee on December 15, 2015 in accordance with the terms of the Consent Solicitation. The Supplemental Indenture amends, effective as of November 15, 2015, the reporting covenant in the Indenture to extend the Company's deadline to deliver to the holders (with copies to the trustee) periodic reports required to be filed or furnished with the Securities and Exchange Commission (the "SEC") until the earliest of such time as the Company is current in its filings with the SEC, the Company fails to timely pay a second consent fee if due on May 15, 2016, and August 31, 2016 (the "Termination Date"). The Supplemental Indenture waives through the Termination Date any default or event of default under the Indenture that may occur or exist as a result of or in connection with the Company's failure to timely deliver to the holders (with copies to the trustee), or file with the SEC, its delayed SEC reports. The Supplemental Indenture also results in any notice of default relating to the Company's reporting covenant under the Indenture becoming null and void and deemed to have been withdrawn, including the Notice of Default. Additionally, pursuant to the terms of the Supplemental Indenture, the Company increased the interest rate on the Notes to 9.125%, effective as of November 15, 2015, and if the Company is not current in its filing obligations with the SEC as of May 15, 2016, it will further increase the interest rate on the Notes by an additional 1½% per annum to 10.625%, effective as of May 15, 2016. The Supplemental Indenture also amends the definition of "permitted liens" in the Indenture to limit the ability of the Company to incur certain secured indebtedness to an amount not to exceed $375.0 million, except as such may be incurred to refinance the Notes, until such time as the Company is current in its periodic reporting obligations with the SEC. Additionally, the Supplemental Indenture amends the indenture to include an obligation of the Company to, until such time as it is current in its filing obligations with the SEC, provide within 40 days after the end of a fiscal quarter and 60 days after the end of a fiscal year certain preliminary, estimated and unaudited cash flows and other data in a form substantially consistent with the information the Company previously provided in its Current Report on Form 8-K dated November 12, 2015 (each, a "Cash Flow Report"). If the Company fails to timely file or furnish a Cash Flow Report by the deadline, and if the Company shall not have subsequently filed such Cash Flow Report within 15 days after such deadline, then the Company shall be required to pay additional interest on the Notes on the next succeeding interest payment date after the failure to file or furnish with the SEC such Cash Flow Report. The amount of additional interest payable to each holder for each failure to file or furnish a Cash Flow Report within 15 days after the deadline described above shall be calculated by multiplying the aggregate outstanding principal amount of the Notes held by such holder on the related record date by 0.5%. The additional interest payment shall be $5.00 per $1,000 in aggregate principal amount of Notes. For the avoidance of doubt, the failure to file or furnish with the SEC such Cash Flow Report for an applicable fiscal quarter or fiscal year shall only require one payment of additional interest with respect to that period. Additionally, the Company's failure to file or furnish with the SEC such Cash Flow Report shall not be a default or event of default under the Indenture, and the holders' sole remedy is the payment of any applicable additional interest. As previously disclosed, the Company received a notice of default (the "Notice of Default") from a single holder who holds greater than 25% in aggregate principal amount of the Notes issued under the Indenture. The execution of the Supplemental Indenture results in the Notice of Default becoming null and void and deemed to have been withdrawn. The Supplemental Indenture also results in the withdrawal of the Notice of Default pursuant to the terms of the Company's bank credit agreement such that such Notice of Default is not an event of default under the bank credit agreement. The Consent Solicitation was made on the terms and subject to the conditions set forth in the Company's Amended and Restated Notice of Consent Solicitation, dated November 30, 2015, as amended by Amendment No. 1 to the Amended and Restated Notice of Consent Solicitation, dated December 7, 2015, and Amendment No. 2 to the Amended and Restated Notice of Consent Solicitation, dated December 9, 2015, and in the related Form of Consent. The Consent Solicitation expired at 5:00 p.m., New York City time, on December 14, 2015. On December 15, 2015, the Company paid to the holders of the Notes who delivered valid and unrevoked consents prior to the expiration time an initial consent fee in the form of a cash payment of $20.00 per $1,000 principal amount of Notes for which consents were delivered by such holder. The Company will also pay on May 15, 2016, if the Company is not Current as of such date in its filing obligations with the SEC, to the holders who delivered valid and unrevoked consents prior to the expiration time a cash payment of $5.00 per $1,000 principal amount of Notes for which consents were delivered by such holder. Wells Fargo Securities, LLC acted as the solicitation agent in connection with the Consent Solicitation, and D.F. King & Co., Inc. acted as the information and tabulation agent for the Consent Solicitation. About Hanger, Inc. Built on the legacy of James Edward Hanger, the first amputee of the American Civil War, Hanger, Inc. (NYSE: HGR) delivers orthotic and prosthetic (O&P) patient care, and distributes O&P products and rehabilitative solutions to the broader market. Hanger's Patient Care segment is the largest owner and operator of O&P patient care clinics with in excess of 750 locations nationwide. Through its Products & Services segment, Hanger distributes branded and private label O&P devices, products and components, and provides rehabilitative solutions. HONG KONG ENTERTAINMENT: Mariana Islands Casino in Ch. 11 --------------------------------------------------------- Ferdie De La Torre at Saipan Tribune reports that Hong Kong Entertainment (Overseas) Investments Ltd. filed with the U.S. Bankruptcy Court for the District of The Northern Mariana Islands a petition for Chapter 11 bankruptcy protection on Dec. 11, 2015. According to Saipan Tribune, the bankruptcy filing came a day after Tinian Casino Gaming and Control Commission executive director Lucy Blanco-Maratita confirmed the news that the Commission has approved the Company's application to reopen the casino on Dec. 15. Timothy H. Bellas, Esq., serves as the Company's bankruptcy counsel, the report says. Saipan Tribune recalls that U.S. Labor Secretary Thomas E. Perez and other federal labor officials filed in November 2015 a counterclaim in federal court against the Company and its president, Kwan Man, asking the court to affirm the U.S. Labor Administrative Review Board's final decision that ordered the Company and Mr. Man to pay a civil penalty totaling $191,400 "for willful and repeat violations" of the overtime provisions of the Fair Labor Standards Act. The report adds that the CNMI Department of Finance's Revenue and Taxation filed in federal court in September a notice of tax lien against the Company to collect $125,452 in alleged unpaid taxes this year. Hong Kong Entertainment (Overseas) Investments Ltd. owns the Tinian Dynasty Hotel & Casino. INC RESEARCH: S&P Raises CCR to 'BB', Outlook Positive ------------------------------------------------------ Standard & Poor's Ratings Services raised its corporate credit rating on Raleigh, N.C.-based INC Research LLC to 'BB' from 'BB-'. The outlook is positive. At the same time, S&P raised the rating on the senior secured first-lien credit facility to 'BB' from 'BB-'. The recovery score on this debt remains '3', indicating S&P's expectation for significant (50% to 70%; at the low end of the range) recovery in the event of payment default. "INC Research's strong operating performance over the past several quarters, highlighted by double-digit revenue growth and adjusted EBITDA margins that are exceeding 24%, have enabled the company to more rapidly deleverage to the 2x to 3x range by the end of 2015, ahead of our expectations," said credit analyst Arthur Wong. "While we project some slowdown in revenue growth and a slight moderation of EBITDA margins, we expect the company's long term leverage to remain under 3x." S&P's positive rating outlook reflects its view that INC Research's financial policies should remain supportive of leverage in the sub-3x to low-3x range, and that at current book-to-bill and backlog levels, should support at least high-single-digit revenue growth over the next year. S&P could lower the rating if the company suffers an unexpected operational setback that results in an exodus of clients or adopts financial policies that are more aggressive than what S&P is incorporating into the rating. Specifically, should leverage climb to more than 3.5x over the longer term, due to share repurchase or acquisition activity, S&P would consider lowering the rating. S&P estimates that this translates into roughly $250 million to $300 million of capacity, assuming no additional acquired EBITDA. The likely pathway to a higher rating for INC Research is the continued successful execution of the company's growth plans, including maintaining book-to-bill ratios of greater than 1.2x, revenues grow beyond $1 billion, the continual addition of new clients, especially larger pharmaceutical companies, while maintaining long term leverage in the sub-3x range and FFO to debt of greater than 30%. INC Research is one of the larger players in the industry and its margins are on the higher side. However, the company has yet to develop a significant presence amongst the larger pharmaceutical companies. Alternatively, should INC Research's credit metrics further improve to where leverage is under 2x long term and FFO/debt exceeds 45%, S&P would consider an upgrade. However, S&P believes that scenario is unlikely, given that the company is likely to be acquisitive as the CRO industry consolidates. INC Research is also likely to be opportunistic on the share repurchase front, as its private equity sponsor continues to divest its ownership shares. JARDEN CORP: S&P Puts 'BB' CCR on CreditWatch Positive ------------------------------------------------------ Standard & Poor's Ratings Services placed its 'BB' corporate credit rating on Boca Raton, Fl.-based Jarden Corp. on CreditWatch with positive implications. In addition, S&P placed its 'BB' rating on the company's senior unsecured debt, and its 'B+' senior subordinated/senior subordinated convertible ratings, on CreditWatch positive. S&P's 'BBB-' rating on Jarden's senior secured bank debt is unaffected by this CreditWatch placement. Jarden's debt outstanding as of Sept. 30, 2015 was about $5.9 billion. S&P also affirmed all of its ratings on Newell Rubbermaid Inc., including S&P's 'BBB-' corporate credit rating, and revised the outlook to negative from stable. The CreditWatch placement follows the announcement that Newell Rubbermaid Inc. has entered into a definitive agreement to merge with Jarden Corp. in a transaction it will fund with cash on hand, debt and equity issued to Jarden shareholders and Jarden convertible bondholders. The transaction is valued at about $20 billion. If the transaction closes, S&P believes Jarden Corp. would become part of financially stronger Newell Rubbermaid. S&P expects to resolve the CreditWatch placement when the transaction closes, at which time S&P is likely to raise the corporate credit rating and equalize it with Newell Rubbermaid. To reach a conclusion, S&P will evaluate the final details of how Jarden and its existing debt will be integrated into Newell Rubbermaid's corporate structure. S&P also expects to raise the issue-level ratings on Jarden's senior unsecured notes and senior subordinated/senior subordinated convertible notes. S&P would then withdraw its ratings on all of the debt that is repaid. Alternatively, if the transaction is not completed, S&P would reassess its ratings on Jarden, which would most likely result in the ratings being affirmed and removed from CreditWatch. JW RESOURCES: Sale of 10 Vehicles to Middlesboro for $60K Approved ------------------------------------------------------------------ JW Resources, Inc., et al., sought and obtained authority to sell 10 vehicles to Middlesboro Mining Operations, Inc., for $60,000, "as is, where is," with no representations, warranties or guaranties of any kind. Straight Creek Coal Mining, Inc., is authorized to provide a written bill of sale to the Purchaser for the vehicles that cannot be transferred by title and to execute title transfers for the vehicles that can be transferred by title. The Debtors are represented by: Ronald E. Gold, Esq. Douglas L. Lutz, Esq. Paige L. Ellerman, Esq. FROST BROWN TODD LLC 3300 Great American Tower 301 East Fourth Street Cincinnati, Ohio 45202 Phone: (513) 651-6800 Fax: (513) 651-6981 Email: rgold@fbtlaw.com dlutz@fbtlaw.com pellerman@fbtlaw.com -- and -- Adam R. Kegley, Esq. 250 West Main Street, Suite 2800 Lexington, KY 40507 Phone: (859) 231-0000 Email: 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. LIGHTSQUARED INC: Settles GPS Suit with Trimble Navigation ---------------------------------------------------------- Patrick Fitzgerald, writing for Dow Jones' Daily Bankruptcy Review, reported that LightSquared and Trimble Navigation Ltd. have settled their long-running legal fight over the wireless venture's Global Positioning System network interfered with Trimble, the latest in a string of recent deals that moves the company closer to deploying its mobile wireless network. According to the report, the new LightSquared, which emerged from bankruptcy under new management, has been busy making peace with GPS equipment makers in a bid to show the company's broadband wireless network can coexist with GPS technology. 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. LPATH INC: Expects to Incur Cash Losses from Operations in 2015 --------------------------------------------------------------- Lpath, Inc. expects to incur cash losses from operations during the remainder of 2015, Gary J. G. Atkinson, interim chief executive officer and chief financial officer of the company, stated in a November 12, 2015 regulatory filing with the U.S. Securities and Exchange Commission. Lpath utilized cash in operations of $8.8 million during the nine months ended September 30, 2015 and $15.2 million during the year ended December 31, 2014. The company expects to continue to incur cash losses from operations during the remainder of 2015. "These conditions raise substantial doubt about the company's ability to continue as a going concern," Mr. Atkinson told the SEC. The company posted a net loss of $2,226,820 for the quarter ended September 30, 2015, compared to a net loss of $3,169,104 for the same period in 2014. At September 30, 2015, the company had total assets of $14,302,859, total liabilities of $2,128,903, and total stockholders' equity of $12,173,956. As of September 30, 2015, the company had cash totaling $11.6 million. Mr. Atkinson pointed out: "As they are currently planned, we do not believe that our existing cash resources are sufficient to meet our operating plan for the full 12 month period after the date of this filing. We estimate that the cost of our ongoing drug discovery and development efforts, including our general and administrative expenses, will consume approximately $8 million through the end of the second quarter of 2016. "Further, we estimate that the costs to wind-down our operations in an orderly fashion will require $3 million. However, in the event we are unable to obtain additional funding or generate revenue from licensing fees by early 2016, we can defer or curtail certain planned research and development activities, and extend our operating runway through the third quarter of 2016. "We are exploring various strategic alternatives and seeking additional funding to finance our research and development activities beyond the second quarter of 2016 by: 1. Pursuing additional funding from existing and potential new investors, including selling stock under our at-the-market issuance sales agreement with MLV (the MLV Agreement). 2. Exploring cash-generating opportunities from strategic alliances, including licensing portions of our technology and entering into corporate partnerships or collaborations. In such transactions, we could transfer certain rights relating to one or more of its drug discovery or development programs, or relating to specific indications within those programs and, in exchange, receive infusions of cash in the short-term and potentially in the long-term as well. 3. Investigating opportunities to partner the operation of clinical development programs that would reduce the cost to the company of those programs. 4. Continuing to seek additional research grants from the National Institutes of Health (NIH) or other sources. "Future financings through equity investments will be dilutive to existing stockholders. Also, the terms of securities we may issue in future capital transactions may be more favorable for our new investors. If we raise additional funds through collaboration or licensing arrangements, we may be required to relinquish potentially valuable rights to our product candidates or proprietary technologies, or grant licenses on terms that are not favorable to us. In any event, there can be no assurance that additional funds will be available when needed from any source or, if available, will be available on terms that are acceptable to us. If we are unable to raise funds to satisfy our capital needs on a timely basis, we will be required to curtail our current business plans and may ultimately be required to cease operations altogether." A full-text copy of the company's quarterly report is available for free at: http://tinyurl.com/h88f8dx San Diego-based Lpath, Inc. is focused on the discovery and development of lipidomic-based therapeutic antibodies, an emerging field of medical science that targets bioactive signaling liquids to treat a wide range of human diseases. The company has developed four drug candidates and in September 2015, has announced that the first cohort of six subjects had been dosed in the Phase 1 clinical trial of Lpathomab. MAGNUM HUNTER: Case Summary & 50 Largest Unsecured Creditors ------------------------------------------------------------ Debtor affiliates filing separate Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- Magnum Hunter Resources Corporation 15-12533 aka Petro Resources Corporation 909 Lake Carolyn Parkway, Suite 600 Irving, TX 75039 Alpha Hunter Drilling, LLC 15-12534 Bakken Hunter Canada, Inc. 15-12535 Bakken Hunter, LLC 15-12536 Energy Hunter Securities, Inc. 15-12537 Hunter Aviation, LLC 15-12538 Hunter Real Estate, LLC 15-12539 Magnum Hunter Marketing, LLC 15-12540 Magnum Hunter Production, Inc. 15-12541 Magnum Hunter Resources GP, LLC 15-12542 Magnum Hunter Resources, LP 15-12543 Magnum Hunter Services, LLC 15-12544 NGAS Gathering, LLC 15-12545 NGAS Hunter, LLC 15-12546 PRC Williston LLC 15-12547 Shale Hunter, LLC 15-12548 Triad Holdings, LLC 15-12549 Triad Hunter, LLC 15-12550 Viking International Resources Co., Inc. 15-12551 Williston Hunter ND, LLC 15-12552 Type of Business: Oil and gas company Chapter 11 Petition Date: December 15, 2015 Court: United States Bankruptcy Court District of Delaware (Delaware) Judge: Hon. Kevin Gross Debtors' James H.M. Sprayregen, P.C. General Nora Schweighart, Esq. Counsel: KIRKLAND & ELLIS, LLP 300 North LaSalle Chicago, IL 60654 Tel: 312.862.2000 Fax: 312.862.2200 Email: james.sprayregen@kirkland.com nora.schweighart@kirkland.com - and - Edward O. Sassower, P.C. Brian E. Schartz, Esq. KIRKLAND & ELLIS LLP 601 Lexington Avenue New York, NY 10022 Tel: 212.446.4800 Fax: 212.446.4900 Email: edward.sassower@kirkland.com brian.schartz@kirkland.com Debtors' Local Laura Davis Jones, Esq. Counsel: PACHULSKI STANG ZIEHL & JONES LLP 919 N. Market Street, 17th Floor Wilmington, DE 19801 Tel: 302 652-4100 Fax: 302-652-4400 Email: ljones@pszjlaw.com - and - Joseph Michael Mulvihill, Esq. c/o Pachulski Stang Ziehl & Jones LLP 919 Market Street, 17th Floor Wilmington, DE 19801 Tel: 302-778-6406 Fax: 302-652-4400 Email: Jmulvihill@pszjlaw.com - and - Colin R. Robinson, Esq. PACHULSKI STANG ZIEHL & JONES LLP 919 North Market Street, 17th Floor Wilmington, DE 19801 Tel: 302-778-6426 Fax: 302-562-4400 Email: crobinson@pszjlaw.com Debtors' Timothy Coleman Investment Peter Laurinaitis Banker: PJT PARTNERS, LP 280 Park Avenue New York, NY 10017 Tel: 212.364.7800 Email: Debtors' Jeff Stegenga Restructuring Julie Hertzberg Advisor: Ed Mosley ALVAREZ & MARSAL NORTH AMERICA, LLC Debtors' PRIME CLERK LLC Notice, Claims and Balloting Agent: Total Assets: $1.4 billion as of Sept. 30, 2015 Total Debts: $1.1 billion as of Sept. 30, 2015 The petition was signed by Gary C. Evans, chairman and chief executive officer. List of Debtor's 50 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Wilmington Trust, National Unsecured Notes $634,625,000 Association Ropes & Gray LLP Attn: Michael Roh & Chenelle Idehen Prudential Tower, 800 Boylston Street Boston, MA 02199 Wilmington Trust, National Unsecured Notes $634,625,000 Association Attn: Capital Markets and Agency Services/Magnum Hunter Senior Notes Due 2020 Rodney Square North 1100 N. Market Street Wilmington, DE 19890-1615 Continuum Midstream, LLC Trade Payable $6,188,867 Attn: Anne Psencik 1323 East 71st Street, Ste 300 Tulsa, OK 74136 Stone Energy Corporation Trade Payable $4,295,171 Attn: Richard A. Pattarozzi 625 East Kaliste Saloom Rd. Lafayette, LA 70508 Hunt Oil Company Settlement $3,680,362 Attn: Michael Monroe, General Counsel 1900 North Akard Street Dallas , TX 75201-2300 SM Energy Settlement $2,286,102 Attn: David Copeland 1775 Sherman Street Ste 1200 Denver, CO 80203 Dominion Field Services, Inc. Contractual $2,151,021 Attn: Robert Blue Obligation 2539 Washington Road Suite 1010 Upper St. Clair, PA 15241 Bridges Equipment Ltd Trade $1,925,000 Attn: President or General Counsel Payable 2122 Maurice Odessa, TX 79760 Bracewell and Giuliani LLP Trade $1,485,340 Attn: Brock Bailey, Managing Payable Partner 1445 Ross Avenue Dallas, TX 75202-2724 Beaver Excavating Company Trade $1,362,763 Attn: W. Mark Sterling Payable 2000 Beaver Place Ave SW Canton, OH 44706-1935 USA Compression Partners LLC Trade $1,352,135 Attn: Eric D. Long Payable 100 Congress Avenue, Ste. 450 Austin, TX 78701 Top Notch Land Service, Inc. Trade $2,125,986 Attn: Ryan Mullen, RPL Payable 4127 Lost Pavement Road Parkersburg, WV 26102 Lewis Glasser Casey Rollins Trade $987,451 Attn: Ann R. Starcher Payable 300 Summers St. BBT Sq Ste 700 P.O. Box 1746 Charleston, WV 25326 Anderson Excavating, LLC Trade $946,312 Attn: Rodney Anderson Payable 343 Williams Rd. Morgantown, WV 26501 Microseismic, Inc. Trade $831,863 Attn: Jeff Foster Payable 10777 Westheimer Ste. 500 Houston, TX 77042 Babst, Calland, Clements and Zomnir Trade $771,849 Attn: Chip Babst, Managing Shareholder Payable 603 Stanwix Street Two Gateway Center, 6th Floor Pittsburgh, PA 15222 Gemondo & Mcquiggan, LLP Trade $615,439 Attn: General Counsel Payable 615 Washington Rd. Terrace Level 4 Pittsburgh, PA 15228 Formation Energy LP and Subsidiaries Settlement $563,134 Attn: President or General Counsel 1600 Stout Street Suite 1850 Denver, CO 80202 Greenhunter Resources, Inc. Trade $558,849 Attn: Gary C. Evans Payable 1048 Texan Trail Grapevine, TX 76051 Continuum Murphy Liquids Trade $539,037 Terminal, LLC Payable Attn: Anne Psencik 1490 Highway 66 Bulls Gap, TN 37711 Pickering Associates, Inc. Trade $505,766 Attn: Ryan Taylor Payable 11283 Emerson Ave Parkesburgh, WV 26104 New Standard Energy Texas, LLC Trade $490,797 Attn: Arthur Dixon, Chairman Payable 1521 Dunlavy Street, Suite B Houston, TX 77006 Equitrans, LP Trade $486,603 Attn: Pete Curry Payable 625 Liberty Avenue Suite 1700 Pittsburgh, PA 1522 Halliburton Energy Services Inc. Trade $448,063 Attn: Robb L. Voyles Payable 10200 Bellaire Blvd. Houston, TX 77072-5299 EM Energy Employer, LLC Trade $422,196 Attn: Brian McCurrie Payable 1800 Main Street, Suite 220 Canonsburg, PA 15317 United Rentals NA, Inc. Trade $351,846 Attn: Fred B. Bratman Payable Five Greenwich Office Park Greenwich, CT 06831 5180 Ricochet Trade $351,082 Attn: Kenneth Parsons Payable 401 Wells Hills LN Friendly, WV 26146 Exterran Energy Solutions, LP Trade $314,938 Attn: Donald C. Wayne Payable 4444 Brittmore Houston, TX 77041 DS Bowers Trade $308,605 Attn: Steve Bowers Payable 69 Nancys Run Spencer, WV 25276 Protiviti, Inc. Trade $287,747 Attn: Joseph A. Tarantino Payable 2613 Camino Ramon San Ramon, CA 94583 Rain For Rent Trade $285,676 Attn: Mark Lasswell, CEO Payable 385 Technology Drive Triadelphia, WV 26059 Enexco, LLC Trade $274,038 Attn: Ron Deem Payable 835 Third St. Marietta, OH 45750 Express Energy SVCS Operating Trade $264,233 Attn: Darron Anderson Payable 9800 Richmond Avenue, Suite 500 Houston, TX 77042 Wild Well Control Trade $264,068 Attn: Freddy Gebhardt Payable 2202 Oil Center Court Houston, TX 77073 Wildcat Energy Services Trade $236,380 Attn: Gary Roberts, VP & Payable General Counsel Manager 1400 Corporate Center Way Wellington, FL 33414 Island Operating Company Inc. Trade $222,494 Payable Land and Resources Management, Inc. Trade $222,460 Payable Professional Equipment Service Trade $206,000 Payable GAS Quest, LLC Settlement $200,293 Mike Ross Inc. Settlement $200,293 Campbell Plumbing & Exc., Inc. Trade $199,965 Payable Andrews Kurth LLP Trade $178,711 Payable Robinson & McElwee Trade $177,000 Payable Davis Pickering & Co. Inc. Trade $170,474 Payable Grady Rentals, LLC Trade $151,571 Payable Oneok Rockies Midstream, LLC Trade $151,002 Payable Global Oil & Gas Services LLC Trade $137,085 Payable R & R Well Service, LLC Trade $135,000 Payable Chesapeake Appalachia LLC Trade $134,691 Payable Norton Rose Fulbright US LLP Trade $132,937 Payable Walter Stansell Welding Trade $124,735 Payable MARINE ENERGY: Trustee to Disburse Funds for Gilliam to US ---------------------------------------------------------- Judge John E. Waites of the United States Bankruptcy Court for the District of South Carolina confirmed the enforcement of the judgment and order entered March 24, 2009, regarding trustee disbursements on claims for William J. Gilliam. Prior to the closing of Marine Energy Systems Corporation's Chapter 7 case, the trustee, Ryan Hovis, filed an adversary action to determine the priority of competing tax claims of the Internal Revenue Service and the South Carolina Department of Revenue and allegations by William J. Gilliam that Gilliam Exempt Family Trust held a senior lien as to the taxing authorities. The United States asserted tax liens against Gilliam and a Trust Fund Recovery Penalty tax totaling $6,226,977.62 and sought payment of the tax debt from funds to be paid by the bankruptcy trustee on claims held by Gilliam. On March 24, 2009, the court entered its judgment and order providing that the bankruptcy trustee is to distribute to the United States all funds held for Gilliam as well as any additional funds the trustee receives that would be payable to Gilliam, up to the amount of the tax debt. Judge Waites ordered that the trustee is to comply with the said judgment and order by disbursing to the United States all funds payable to Gilliam until such time as Gilliam no longer owes an outstanding balance on the tax debt. The case is In re: Marine Energy Systems Corporation, A South Carolina Corporation, Chapter 7, Debtor, CASE NO. 97-01929-JW (Bankr. D.S.C.). A full-text copy of Judge Waites' November 9, 2015 order is available at http://is.gd/orKTRWfrom Leagle.com. MATTHEW AUTTERSON: Trust and Partnership Claims Reduced By 26% -------------------------------------------------------------- The United States Bankruptcy Appellate Panel for the Tenth Circuit affirmed the bankruptcy court's decision, which granted in part the objection filed by First Citizens Bank & Trust Co., and allowed, but reduced by 26%, the claims of GL3B Trust II and GL3B Partners Limited, LLP. The Bank objected to certain debts that Debtor Matthew Edward Autterson scheduled as uncontested claims of the Trust and the Partnership. The Bank objected that the claims had been scheduled and would be allowed for more than Autterson actually owed, to the prejudice of the other unsecured creditors. The bankruptcy court allowed the claims, but denied recovery of interest specified in the Trust and Partnership notes. The court considered the parties' conduct subsequent to the execution of the notes in reaching the conclusion. The appellate panel agreed with the bankruptcy court's conclusion that the Partnership and the Trust loans to Autterson are legitimate unsecured debts. The appellate panel also found that the record demonstrates a waiver by the Partnership and the Trust of their respective rights to hold Autterson in default and to charge him interest on his loans. The case is IN RE MATTHEW EDWARD AUTTERSON, Debtor. GL3B TRUST II and GL3B PARTNERS LIMITED LLP, Chapter 11, Appellants, v. FIRST CITIZENS BANK & TRUST COMPANY and MATTHEW EDWARD AUTTERSON, Appellees, BAP NOS. CO-14-063, CO-14-064, BANKR. NO. 13-30184 (BAP 10th Cir.). A full-text copy of the appellate panel's November 6, 2015 opinion is available at http://is.gd/lyhZ88from Leagle.com. MEDIAOCEAN LLC: Term Loan Upsize No Impact on Moody's 'B3' CFR -------------------------------------------------------------- Moody's Investors Service says that Mediaocean LLC's announcement that it intends to upsize its senior secured first lien term loan by $11 million and draw down $6 million on its revolving credit facility will not impact the company's B3 Corporate Family Rating, the B3-PD Probability of Default Rating, the B2 (LGD3) ratings on the senior secured first lien credit facility, or the Caa2 (LGD5) ratings on the company's senior secured second lien term loan. The ratings outlook is stable. MEN'S WEARHOUSE: Moody's Affirms Ba3 CFR & Revises Outlook to Neg. ------------------------------------------------------------------ Moody's Investors Service revised the ratings outlook on The Men's Wearhouse, Inc. to negative from stable, and affirmed the company's ratings including the Ba3 Corporate Family Rating, Ba3-PD Probability of Default Rating, Ba2 secured term loan rating and B2 unsecured note rating. The company's SGL-2 Speculative Grade Liquidity Rating was also affirmed. "The outlook change to negative reflects the accelerating declines in comparable sales at Jos. A. Bank, which reported a 14.6% decline in the third quarter due to a drop in customer traffic as it began the transition away from the Buy-One-Get-Three promotional events," stated Moody's AVP-Analyst, Mike Zuccaro. "Through the first week of December, Jos. A. Bank's quarter-to-date comparable store sales declined 35.1%. Should this trend continue, the company risks missing the low end of its full year earnings guidance, which Moody's currently expects would result in an increase in lease-adjusted debt/EBITDA to around 4.8x, up from 4.4x as of Aug. 1, 2015." Zuccaro added, "The declines at Jos. A. Bank are likely to continue into at least the first half of 2016, likely causing further weakening in metrics as it will take time for Jos. A. Bank rebuilding efforts to take hold and for customers adjust to the new strategies. Prolonged or accelerated declines or an inability to turn around recent weakness in the company's free cash flow could pressure the company's ratings." Moody's took these rating actions on Men's Wearhouse, Inc. (The): Affirmations: Corporate Family Rating, Affirmed Ba3 Probability of Default Rating, Affirmed Ba3-PD Speculative Grade Liquidity Rating, Affirmed SGL-2 Senior Secured Bank Credit Facility (Local Currency) June 18, 2021, Affirmed Ba2(LGD3) Senior Unsecured Regular Bond/Debenture (Local Currency) July 1, 2022, Affirmed B2(LGD5) Outlook, Changed To Negative From Stable RATINGS RATIONALE Men's Wearhouse's Ba3 Corporate Family Rating reflects its meaningful scale in the men's apparel industry following the Jos. A. Bank acquisition, with 1,748 stores in North America and combined revenue of approximately $3.6 billion. While the company operates in a relatively narrow segment of the apparel industry, primarily selling suits and related products, Moody's believes that this category has less fashion risk than most segments of apparel retailing. The rating also reflects the diversification benefits of operating separate brands. While the product mix of Men's Wearhouse and Jos. A. Bank is substantially similar, each brand focuses on a different demographic. Liquidity is good, reflecting Moody's expectation that balance sheet cash, operating cash flow and revolver availability will more than cover cash flow needs over the next twelve months. The rating is constrained by the high debt and leverage burden on the company, as well as the accelerating declines in sales at Jos. A. Bank as the transition away from the Buy-One-Get-Three promotional events resulted in higher gross margins but a decline in customer traffic and EBITDA. The ratings also reflects Moody's expectation that leverage could creep modestly higher over the next 6-12 months as the company's new strategies for Jos. A. Bank take hold, but also considers the potential for leverage declines beyond that time frame stemming from more profitable sales at Jos. A. Bank, cost savings initiatives, and potential debt reduction. Ratings could be downgraded if the integration of Jos. A. Bank were to encounter further meaningful execution issues. In view of the high initial debt burden there is no room for financial policies to become more aggressive, such as share repurchases or acquisitions, or for free cash flow to remain weak or further deteriorate. Quantitatively ratings could be downgraded if Moody's expected lease-adjusted debt/EBITDAR to be sustained above 5.0x for an extended period. Ratings could be upgraded if the company demonstrates successful integration of the Jos. A. Bank acquisition which would be evidenced by improved operating margins for the combined company reflecting the achievement of a meaningful portion of its targeted synergies, and positive comparable -store sales. The company would also need to make progress reducing absolute debt levels. Quantitatively, ratings could be upgraded if lease-adjusted debt/EBITDAR falls below 4.25x and adjusted interest coverage exceeded 2.75x while maintaining a good overall liquidity profile. Headquartered in Fremont, CA, Men's Wearhouse operates 1,748 stores throughout North America, including Puerto Rico and Canada, under the Men's Wearhouse, Moores, K&G, and Jos. A. Bank brands. The company also operates North America's largest tuxedo rental business as well as a global corporate apparel and work wear group consisting of Twin Hill in the United Stated and Dimensions, Alexandra, and Yaffy in the United Kingdom. Annual revenues are about $3.6 billion. The principal methodology used in these ratings was Retail Industry published in October 2015. MEN'S WEARHOUSE: S&P Lowers CCR to 'B', Outlook Stable ------------------------------------------------------ Standard & Poor's Ratings Services lowered its corporate credit rating to 'B' from 'B+' on Texas-based men's suiting and apparel retailer Men's Wearhouse Inc. The outlook is stable. At the same time, S&P lowered the issue-level rating on the term loan to 'B+' from 'BB-' and the issue-level rating on the unsecured notes to 'CCC+' from 'B-'. The '2' recovery rating on the term loan and '6' recovery rating on the unsecured notes remain unchanged, indicating S&P's expectation of recovery on the high end of the 70%-90% range and 0%-10% range, respectively. "The rating action reflects significant underperformance at Jos. A. Bank and our view that a turnaround of the brand is unlikely in the near-term and will be a gradual process. Jos. A Bank, which comprises about 25% of the company's revenue base, has started to move away from its well-known promotions emphasizing bulk purchases, to less aggressive promotions--a strategy that has so far not been resonating well with consumers. Same-store sales at Jos. A. Bank have been deteriorating at an accelerated rate over the past several quarters, and we expect weak sales trends to continue over the next 12 months as the negative traffic trends at Jos. A. Bank show no signs of moderating," said credit analyst Andrew Bove. "Jos. A Bank will also aim to broaden its customer base by introducing new merchandise targeted toward a younger demographic. However, we believe the process will be gradual and we do not expect the company to realize meaningful benefits from this over the next year." The stable outlook reflects S&P's view that although it forecasts the negative same-store sales trends at Jos. A Bank to continue over the next 12 months, S&P expects continued good performance from the remainder of the Men's Wearhouse businesses to partly offset that trend and liquidity will remain adequate with positive free operating cash flow. S&P could lower the ratings if the sales decline at Jos. A. Bank becomes more severe and extends further than S&P's base-case expectation, coupled with weakening operating performance at the company's legacy brands. This could be a result of Jos. A Bank losing its core customer from its change in pricing strategy on a more permanent basis, along with increased competition from department stores and off-price retailers further pressuring traffic and margins at all brands. Under this scenario, revenues would decrease in the low-single digits in 2016 and gross margin would be 50 bps below S&P's base-case forecast, resulting in negative free operating cash flow. At that time, leverage would be in the high-6.0x area and EBITDA interest coverage would be in the mid-2.0x area. Weakening performance at legacy brands could also cause S&P to revise down its assessment of the business, resulting in a lower rating. Although unlikely, S&P could raise the ratings if the company is able to turn around negative operating trends at Jos. A. Bank much faster than expected while experiencing continued good performance at the legacy brands. Under this scenario, revenue growth in 2016 would be in the mid-single digits and margins would expand by an additional 50 bps over our base-case forecast. At that time, leverage would be approaching 5.0x area, and S&P could revise its assessment of financial risk higher as a result of improved credit metrics. METABOLIX INC: Admits Current Capital May Not be Sufficient ----------------------------------------------------------- Metabolix, Inc., posted a net loss of $5,848,000 for the three months ended Sept. 30, 2015, compared to a net loss of $7,893,000 for the quarter ended September 30, 2014. With the exception of 2012, when the company recognized $38,885,000 of deferred revenue from the terminated joint venture with Archer Daniels Midland Company (ADM), it has recorded losses since its inception, including its fiscal quarter ended September 30, 2015, Joseph Shaulson, president and chief executive officer, and Charles B. Haaser, chief accounting officer of the company stated in a regulatory filing with the U.S. Securities and Exchange Commission on November 12, 2015. As of September 30, 2015, the company held unrestricted cash and cash equivalents of $17,894 and we now have $20,000 of availability under our equity facility with Aspire Capital Fund, LLC. At September 30, 2015, the company had total assets of $22,120,000, total liabilities of $4,342,000, and total stockholders' equity of $17,778,000. "Our present capital resources may not be sufficient to fund our planned operations for a twelve month period, and therefore, raise substantial doubt about our ability to continue as a going concern," Messrs. Shaulson and Haaser told the SEC. "Our independent registered public accounting firm included an explanatory paragraph in its report on our financial statements as of and for the year ended December 31, 2014 with respect to this uncertainty. We anticipate approximately $23,000 of total cash usage for the full year 2015, consistent with our prior estimates." The officers related: "We were successful during our fiscal quarters ending June 30, 2015 and September 30, 2014, in raising $14,703,000 and $24,913,000, net of offering costs, through private placements of equity securities. On October 7, 2015, we entered into a common stock purchase agreement with Aspire under which Aspire is committed to purchase, at our direction, up to an aggregate of $20,000,000 of shares of our common stock over a 30 month period beginning November 9, 2015. We expect to use the Aspire facility to complement, rather than replace, other financing that may be required during the next twelve months to continue our operations and support our capital needs. The timing, structure and vehicles for obtaining future financing are under consideration, but there can be no assurance that such financing efforts will be successful. The current economic environment and recent uncertainty and volatility in financial markets may make it difficult to obtain additional financing. "We continue to face significant challenges and uncertainties and, as a result, our available capital resources may be consumed more rapidly than currently expected due to (i) lower than expected sales of our biopolymer products as a result of slow market adoption; (ii) increases in capital costs and operating expenses related to the establishment and start-up of biopolymer manufacturing on our own or with third parties; (iii) changes we may make to the business that affect ongoing operating expenses; (iv) changes we may make to our business strategy; (v) changes in our research and development spending plans; and (vi) other items affecting our forecasted level of expenditures and use of cash resources. "If we issue equity or debt securities to raise additional funds, (i) we may incur fees associated with such issuance, (ii) our existing stockholders may experience dilution from the issuance of new equity securities, (iii) we may incur ongoing interest expense and be required to grant a security interest in our assets in connection with any debt issuance, and (iv) the new equity or debt securities may have rights, preferences and privileges senior to those of our existing stockholders. In addition, utilization of our net operating loss and research and development credit carryforwards may be subject to significant annual limitations under Section 382 of the Internal Revenue Code of 1986 due to ownership changes resulting from future equity financing transactions. If we raise additional funds through collaboration, licensing or other similar arrangements, it may be necessary to relinquish valuable rights to our potential products or proprietary technologies, or grant licenses on terms that are not favorable to us. "The extent to which we utilize the facility with Aspire as a source of funding will depend on a number of factors, including the prevailing market price of our common stock, the volume of trading in our common stock and the extent to which we are able to secure funds from other sources. The purchase agreement contains limitations on the number of shares that we may sell to Aspire. Additionally, we and Aspire may not effect any sales of shares of our common stock under the purchase agreement during the continuance of an event of default or on any trading day that the closing sale price of our common stock is less than $0.50 per share. Even if we are able to access the full $20,000,000 under the purchase agreement, we will still need additional capital to fully implement our business, operating and development plans." A full-text copy of the company's quarterly report is available for free at: http://tinyurl.com/jfus45w Metabolix, Inc. is focused on delivering substantial solutions to the plastics industry, having core capabilities in microbial genetics, fermentation process engineering, chemical engineering, polymer science, plant genetics and botanicals science. This advanced biomaterials company is based in Cambridge, Massachusetts. MICRON TECHNOLOGY: Moody's Affirms Ba2 CFR, Outlook Stable ---------------------------------------------------------- Moody's Investors Service affirmed Micron Technology Inc.'s ratings, including the Ba2 Corporate Family Rating, the Ba2-PD Probability of Default Rating, the Ba3 Senior Unsecured rating, and the SGL-2 Speculative Grade Liquidity rating. This follows Micron's announced plan to acquire the 67% of Inotera Memories, Inc. that Micron does not currently own for about $4 billion, funded with about $2.5 billion of new debt, up to $1 billion of Micron shares, and about $500 million of balance sheet cash. The outlook is stable. RATINGS RATIONALE Micron's Ba2 corporate family rating (CFR) reflects Micron's strong market position in the memory business, Micron's low financial leverage, and large cash balance, which we expect to exceed $3 billion over time. While the acquisition will increase debt moderately, debt to EBITDA will remain less than 2x (Moody's adjusted, proforma for Inotera), which is low relative to other Ba rated issuers. Still, this level of leverage is appropriate for the rating, since leverage metrics can increase considerably during a cyclical downturn or a heavy capital program as is the case currently due to the weak PC-DRAM market and Micron's capital spending to convert NAND production to three dimensional structures ("3D-NAND"). Although the historically highly volatile DRAM segment now more closely resembles NAND following the segment's consolidation in 2013, the memory industry overall is characterized by regular price deflation following technological advances, and thus requires market participants to incur large investments in new production technologies to reduce unit costs. Still, we recognize the flexibility that Micron exhibited during the last industry downturn (2008-2009) to temporarily defer capital expenditures, limiting the negative FCF and thus preserving cash. The Ba3 Senior Unsecured rating, which is one notch below the CFR, reflects the structural subordination to Micron's secured liabilities. The Speculative Grade Liquidity ("SGL") rating of SGL-2, reflects Micron's good liquidity, based mostly on its significant cash and marketable securities position, which provides Micron the ability to maintain capital expenditures during industry downturns when profitability is weak. The stable outlook reflects Moody's expectation that Micron will maintain financial leverage below 2x (Moody's adjusted, proforma for Inotera) and will manage the DRAM production node transitions and the technology transition to 3D NAND without material disruption to output levels. The rating could be upgraded as Micron both increases gross profit margin, indicating greater market pricing power, and shows evidence of improved operational efficiency, such that we expect that operating margins (Moody's adjusted) will be sustained above the low digit teens percent through the cycle. Moody's would expect these improvements to occur within a market environment of continued stable market pricing and core growth in demand for DRAM and NAND. Maintenance of very strong liquidity, through access to cash and generally positive free cash flow, and for Micron to maintain a financial policy balancing the interests of creditors and shareholders would also be important considerations for any possible upgrade. The ratings could be downgraded if Micron does not execute successfully on its node transitions in DRAM and NAND, or in its transition to mass production of 3D NAND. The ratings could also come under pressure if industry pricing volatility returns to patterns experienced prior to the industry consolidation in 2013. If we expect leverage to be sustained above 2.0x EBITDA (Moody's adjusted), the rating could be downgraded. Affirmations: Issuer: Micron Technology Inc. Corporate Family Rating (Local Currency), Affirmed Ba2 Probability of Default Rating, Affirmed Ba2-PD Speculative Grade Liquidity Rating, Affirmed SGL-2 Senior Unsecured Regular Bond/Debenture, Affirmed Ba3(LGD5) (assessment revised from LGD4) Outlook Actions: Issuer: Micron Technology Inc. Outlook, Remains Stable Micron Technology, Inc., based in Boise, Idaho, manufactures and markets semiconductor devices, principally DRAM, NAND Flash and NOR Flash memory, as well as other innovative memory technologies, packaging solutions and semiconductor systems. Inotera Memories, Inc, based in Taiwan, manufactures DRAM memory chips on behalf of Micron. The principal methodology used in this rating was Global Semiconductor Industry Methodology published in December 2012. MICRON TECHNOLOGY: S&P Affirms 'BB' CCR on Inotera Stake Plans -------------------------------------------------------------- Standard & Poor's Ratings Services said it affirmed its 'BB' corporate credit rating on Boise, Idaho-based Micron Technology Inc. The outlook is stable. At the same time, S&P affirmed the issue ratings on all of Micron's senior unsecured debt at 'BB'. The recovery rating remains '3', indicating S&P's expectation of meaningful (50% to 70%; upper end of the range) recovery in the event of a payment default. "The rating affirmation follows the company's announcement that it will acquire the remaining approximately 67% stake in Inotera Memories Inc. for approximately $4 billion," said Standard & Poor's credit analyst Jenny Chang. S&P expects the transaction will have minimal impact on pro forma leverage as of fiscal year ended Aug. 31, 2015, in the mid-1x area. However, S&P expects moderating supply and demand imbalances, weak PC market environment, and an elevated capital investment program to fund various technology migrations will likely result in moderately negative free cash flow in 2016. The stable outlook reflects S&P's expectation for leverage to remain below 2x over the coming year with a potential to spike temporarily above 2x due to volatile memory market conditions, despite S&P's expectations for moderately negative free cash flow in 2016 driven by high capital expenditures. S&P could lower the rating if current challenging operating environment were to persist resulting in lower profitability and leverage sustained above 3x. Although S&P expects the company to moderate capital spending in the event of a severe slowdown in anticipated demand in order to preserve liquidity, S&P could also lower the rating if the company is not on a path to improve free cash flow beyond 2016. Although unlikely over the coming year, S&P could raise the rating if the company continues to improve its business risk profile through continued execution in new technologies (including 3D NAND), increases revenue diversity (including enterprise solid state design), and maintains its moderate financial policy with debt to EBITDA sustained below 3x. MICROSEMI CORP: Moody's Cuts CFR to Ba3 & Rates Sec. Debt (P)Ba3 ---------------------------------------------------------------- Moody's Investors Service assigned a provisional (P)Ba3 rating to Microsemi Corp.'s new Senior Secured Credit Facilities (Revolver, Term Loan A, and Term Loan B) ("New Credit Facilities") and downgraded Microsemi's Corporate Family Rating ("CFR") to Ba3 due to the large increase in leverage used to finance Microsemi's planned acquisition of PMC-Sierra, Inc ("PMC"). Moody's also confirmed the Ba3-PD Probability of Default Rating ("PDR") and the Ba2 ratings of the existing senior secured credit facilities (Revolver due 2019, Term Loan A due 2019, Term Loan B due 2020). Upon closing of the PMC acquisition, Moody's expects to convert the provisional ratings to definitive ratings. The outlook is stable. This rating action concludes the rating review for downgrade initiated on October 19, 2015. Proceeds of the New Credit Facilities, along with balance sheet cash, Microsemi equity, and PMC option proceeds, will be used to fund Microsemi's tender offer for all of PMC's outstanding shares, to fund transaction expenses, and to refinance all of the existing Microsemi and PMC outstanding debt. Moody's expects to withdraw the ratings on the existing senior secured credit facilities (Revolver due 2019, Term Loan A due 2019, Term Loan B due 2020) following repayment. The Ba3 CFR reflects Microsemi's leverage, which at closing we expect to exceed 6x debt to EBITDA (Moody's adjusted, proforma 12 months ended 9/27/2015, excluding projected synergies) and to remain over 4x over the next 24 months even as synergies accrue, which is high relative to similarly-rated issuers. This high leverage reflects both the $2 billion of incremental acquisition debt and PMC's EBITDA margin profile, which is lower than that of Microsemi. Beyond just limiting financial flexibility, the high leverage is concerning due to the significant integration execution risks, both near term due to the reduction of duplicate administrative functions, and longer term as Microsemi will need to set research and development priorities across an expanded product portfolio that includes PMC's product lines serving the storage business. Moreover, Moody's believes that the increase in leverage, well beyond levels reached following recent acquisitions, indicates that Microsemi now has a more aggressive financial policy, characterized by a greater tolerance for high leverage in funding acquisitions. Nevertheless, based on public statements, we anticipate that Microsemi will prioritize debt reduction to reduce debt to EBITDA to levels more appropriate for the Ba3 CFR. This is feasible due to Microsemi's high-margin business model and good cash flow generation due to its fab-lite manufacturing strategy as well as its strong market position across its high-performance analog (HPA) and mixed-signal portfolio. Moreover, the acquisition will diversify Microsemi's end market exposure, expanding Microsemi further into the data center end market with PMC's storage connectivity and controller business. Although PMC's EBITDA margins are lower than Microsemi's due in large part to PMC's large research and development spending, PMC's gross margins are much higher than Microsemi's suggesting a strong intellectual property portfolio, which provides PMC with pricing power. Microsemi expects to capture cost synergies of $100 million primarily through the removal of duplicate operating expenses and research and development, which should over time raise the EBITDA margins of the PMC operations up to the Microsemi corporate average. The (P)Ba3 rating on the New Credit Facilities, at the same level as the Ba3 CFR, reflects the largely secured debt capital structure and limited cushion of unsecured non-debt liabilities. To the extent that Microsemi issues significant amounts of unsecured debt, the ratings of the New Credit Facilities could be raised. The Speculative Grade Liquidity ("SGL") rating of SGL-2, reflects Microsemi's good liquidity, supported by consistent free cash flow ("FCF"), which Moody's expects to exceed $300 million over the next year, cash of at least $200 million, and availability under the new $350 million revolving credit facilities. The stable outlook reflects Moody's expectation that Microsemi will direct FCF for debt reduction and will integrate PMC without material operational disruption. Moody's also expects that Microsemi will show clear progress in achieving the anticipated $100 million in operating cost synergies. Through the combination of debt reduction and EBITDA expansion, Moody's expects debt to EBITDA (Moody's adjusted) to decline toward 4.5x over the next year. Although a rating upgrade is unlikely over the next year due to the high leverage and integration risks, over the intermediate term the ratings could be raised if Microsemi makes steady progress improving the leverage profile, with debt to EBITDA (Moody's adjusted) maintained below 3.75x. Moody's would also expect Microsemi to maintain a conservative financial policy, balancing the interests of creditors and shareholders. The rating could be pressured if Microsemi fails to make progress reducing leverage, such that Moody's expects that debt to EBITDA (Moody's adjusted) will remain above 4.5x. Downgrades: Issuer: Microsemi Corporation -- Corporate Family Rating (Local Currency), Downgraded to Ba3 from Ba2 Assignments: Issuer: Microsemi Corporation -- Senior Secured Bank Credit Facility (Local Currency)[Revolver], Assigned (P)Ba3, LGD3 -- Senior Secured Bank Credit Facility (Local Currency)[Term Loan A], Assigned (P)Ba3, LGD3 -- Senior Secured Bank Credit Facility (Local Currency)[Term Loan B], Assigned (P)Ba3, LGD3 Outlook Actions: Issuer: Microsemi Corporation -- Outlook, Changed To Stable From Rating Under Review Affirmations: Issuer: Microsemi Corporation -- Speculative Grade Liquidity Rating, Affirmed SGL-2 Confirmations: Issuer: Microsemi Corporation -- Probability of Default Rating, Confirmed at Ba3-PD -- Senior Secured Bank Credit Facility (Local Currency)[Revolver due August 2019], Ba2, LGD3 * -- Senior Secured Bank Credit Facility (Local Currency)[Term Loan A due August 2019], Ba2, LGD3 * -- Senior Secured Bank Credit Facility (Local Currency)[Term Loan B due February 2020], Ba2, LGD3 * *These ratings will be withdrawn upon repayment following closing of the PMC acquisition. Microsemi Corp., based in Aliso Viejo, California, is a global supplier of high-performance analog (HPA) and mixed signal integrated circuits as well as high reliability discrete semiconductors targeted to the defense & security, aerospace, communications, and industrial end markets. PMC-Sierra, Inc., based in Sunnyvale, California, is a fabless supplier of mixed signal integrated circuits and related software for use in data centers and enterprise networking applications. Key products include solid state drive controllers and PCIe storage switches. MIDWAY GOLD: Wants Title Company to Pay Net Proceeds Into Registry ------------------------------------------------------------------ BankruptcyData reported that Midway Gold filed with the U.S. Bankruptcy Court an emergency motion to revise the Court's previous order (a) approving an agreement for purchase and sale, (b) authorizing the sale of property of the estate and (c) authorizing payment of a broker's commission. The emergency motion explains, "The proposed revisions to the Sale Order include the following: Authorization of the title company to pay the net proceeds into the registry of the Court. The net proceeds will be released from the Court's registry upon motion by Debtors. The Debtors are in the process of finalizing the stipulation with Jacobs, which will result in a substantial portion of the proceeds being released from the Court's registry. The remaining proceeds will be subject to the Halstead Lien pending resolution of that lien; and that the Revised Sale Order be entered on November 23, 2015, which is the date the Sale Order entered…. Additionally, absent an order the closing will be delayed fourteen days from entry of the Revised Order because the title company will not insure over the 14 day appeal period. The above revisions are necessary to facilitate an expeditious closing of the Property, which is currently scheduled to occur on or before Dec. 15, 2015." About Midway Gold Midway Gold Corp., incorporated on May 14, 1996 under the laws of the Province of British Columbia, Canada, is engaged in the acquisition, exploration and development of mineral properties located in the state of Nevada and Washington. Midway Gold operates primarily through its wholly-owned subsidiary located in the United States, Midway Gold US Inc. The executive offices are in Englewood, Colorado. Midway US currently has one gold producing property: the Pan gold mine located in White Pine County, Nevada. Midway also has gold properties which are exploratory stage projects where gold mineralization has been identified, such as the Tonopah project in Nye County, Nevada, the Gold Rock project in White Pine County, Nevada, and the Golden Eagle project in Ferry County, Washington. Out of these projects, a permitting process has been undertaken only for the Gold Rock project. Finally, Midway's Spring Valley property, another gold property located in Pershing County, Nevada, is subject to a joint venture with Barrick Gold Exploration Inc. On June 22, 2015, Midway Gold US Inc. and 12 related entities, including parent Midway Gold Corp. each filed a petition in the U.S. Bankruptcy Court for the District of Colorado seeking relief under Chapter 11 of the U.S. Bankruptcy Code. The Debtors' cases have been assigned to Judge Michael E. Romero. Judge Michael E. Romero directed the joint administration of the cases under Case No. 15-16835. The Debtors tapped Squire Patton Boggs (US) LLP as lead bankruptcy counsel; Sender Wasserman Wadsworth, P.C., as special bankruptcy and restructuring counsel; DLA Piper (Canada) LLP, as Canadian bankruptcy counsel; Ernst & Young Inc., as information officer of Canadian court; RBC Capital Markets, as investment banker; FTI Consulting as financial advisor; and Epiq Solutions, as claims and noticing agent. Midway Gold Corp. disclosed $184 million in assets and $62.4 million in liabilities as of March 31, 2015. Midway Gold US Inc., disclosed total assets of $2,461,673 and total liabilities of $122,448,181 as of the Chapter 11 filing. In July, the U.S. Trustee overseeing the Debtors' cases appointed seven creditors to serve on the official committee of unsecured creditors. The creditors are American Assay Laboratories, EPC Services Company, InFaith Community Foundation, Jacobs Engineering Group Inc., SRK Consulting (US) Inc., Sunbelt Rentals, and Boart Longyear. Gavin/Solmonese LLC serves as its financial advisor. MOLYCORP INC: 10% Noteholders Object to Exclusivity Extension ------------------------------------------------------------- The Ad Hoc 10% Noteholders oppose Molycorp, Inc., et al.'s request for further extension of their exclusive periods and ask the U.S. Bankruptcy Court for the District of Delaware to terminate the exclusive periods to allow other parties to propose a reorganization plan. The 10% Noteholders assert that the Debtors have not only failed to show proof that the cause for granting the extension exists, but have also demonstrated that the exclusivity needs to be terminated immediately to allow other parties to file an alternative plan. The 10% Noteholders complain that the Debtors and Oaktree's guise of a sale process was merely a facade to facilitate handing the company over to Oaktree as the unapproved stalking horse bidder. The Debtors, in response to the 10% Noteholders, argue that the Noteholders plainly rely on the unfounded assumption that the Debtors will pursue confirmation of the Plan without input from the Committee and the Ad Hoc Group of 10% Noteholders. Contrary to these assertions, the Debtors had reverted to the expressed interests of these parties in their negotiations with Oaktree and now seek to negotiate with all parties in an attempt to reach consensus on their Plan, the Debtors pointed out. Therefore, the Debtors' continued efforts will be impeded by the termination of the Exclusive Periods, the Debtors told the Court. In fact, termination of the Exclusive Periods could work to delay confirmation of a plan of reorganization and hamper the sale process which will likewise result in increased costs to the Debtors and their creditors, the Debtors argued. OCM MLYCo. CTB Ltd., aka Oaktree, filed a response to the objections of the Committee and the 10% Noteholders to the extension of the Debtors' exclusivity and objection to their cross-motions for termination of the Debtors' exclusivity. Molycorp Inc. is represented by: M. Blake Cleary, Esq. Edmon L. Morton, Esq. Justin H. Rucki, Esq. Ashley E. Jacobs, 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 emorton@ycst.com jrucki@ycst.com ajacobs@ycst.com -- and -- Paul D. Leake, Esq. Lisa Laukitis, Esq. George R. Howard, Esq. JONES DAY 222 East 41st Street New York, New York 10017 Telephone: (212) 326-3939 Facsimile: (212) 755-7306 Email: pdleake@jonesday.com llaukitis@jonesday.com grhoward@jonesday.com -- and -- Brad B. Erens, Esq. Joseph M. Tiller, Esq. JONES DAY 77 West Wacker Chicago, Illinois 60601 Telephone: (312) 782-3939 Facsimile: (312) 782-8585 Email: bberens@jonesday.com jtiller@jonesday.com Ad Hoc 10% Noteholders is represented by: Laura Davis Jones, Esq. James E. O'Neill, Esq. Colin R. Robinson, Esq. PACHULSKI STANG ZIEHL &JONES LLP 919 N. Market Street, 17th Floor P.O. Box 8705 Wilmington, DE 19899-8705 (Courier 19801) Telephone: (302) 652-4100 Facsimile: (302) 652-4400 Email: ljones@pszjlaw.com jo'neill@pszjlaw.com crobinson@pszjlaw.com -- and -- Thomas Moers Mayer, Esq. Gregory Horowitz, Esq. Joshua K. Brody, Esq. Andrew M. Dove, Esq. KRAMER LEVIN NAFTALIS & FRANKEL LLP 1177 Avenue of the Americas New York, New York 10036 Telephone: (212) 715-9100 Facsimile: (212) 715-8000 Email: tmayer@kramerlevin.com ghorowitz@kramerlevin.com jbrody@kramerlevin.com adove@kramerlevin.com About Molycorp, Inc. Molycorp Inc. -- http://www.molycorp.com/-- is a global rare earths and rare metals producer. Molycorp owns several prominent rare earth processing facilities around the world. It has a workforce of 2,530 employees at locations on three continents. Molycorp's Mountain Pass Rare Earth Facility in San Bernadino County, California, is home to one of the world's largest and richest deposits of rare earths. Molycorp has corporate offices in the United States, Canada and China. CEO Geoffrey R. Bedford, and other senior management members are located in Molycorp's corporate offices in Toronto, Canada. Other senior manageemnt members are located at its U.S. corporate headquarters in Greendwood Village, Colorado. Molycorp reported a net loss of $623 million in 2014, a net loss of $377 million in 2013 and a net loss of $475 million in 2012. As of March 31, 2015, the Company had $2.49 billion in total assets, $1.78 billion in total liabilities and $709 million in total stockholders' equity. Molycorp and its North American subsidiaries, together with certain of its non-operating subsidiaries outside of North America, filed Chapter 11 voluntary petitions in Delaware (Bankr. D. Del. Lead Case No. 15-11357) on June 25, 2015, after reaching agreement with a group of lenders on a financial restructuring. The Chapter 11 cases of Molycorp and 20 affiliated debts are pending before Judge Christopher S. Sontchi. The agreement provides for a financial restructuring of the Company's $1.7 billion in debt and provides up to $225 million in gross proceeds in new financing to support operations while the Company completes negotiations with creditors. The Company's operations outside of North America, with the exception of non-operating companies in Luxembourg and Barbados, are excluded from the filings. Molycorp Rare Metals (Oklahoma), LLC, with operations in Quapaw, Oklahoma, also is excluded from the filings as it is not 100% owned by the Company. Molycorp is being advised by the investment banking firm of Miller Buckfire & Co. and is receiving financial advice from AlixPartners, LLP. Jones Day and Young, Conaway, Stargatt & Taylor LLP act as legal counsel to the Company in this process. Prime Clerk serves as claims and noticing agent. Secured creditor Oaktree Capital Management L.P., consented to the use of cash collateral and to extend postpetition financing. On July 8, 2015, the U.S. trustee overseeing the Chapter 11 case of Molycorp Inc. appointed eight creditors of the company to serve on the official committee of unsecured creditors. MOLYCORP INC: Can Pay Incentives to Senior Executives ----------------------------------------------------- Judge Christopher S. Sontchi of the United States Bankruptcy Court for the District of Delaware authorized Molycorp, Inc., et al., to pay incentives to senior executives. All objections to the motion not otherwise withdrawn or resolved by the changes reflected in the Consensual KEIP are overruled. The resolutions and compromises reached between the Debtors, the Official Committee of Unsecured Creditors, Oaktree and the 10% Noteholders with respect to the terms of the Consensual KEIP are limited solely to the terms of the Consensual KEIP and will not be used by any party for any other purpose, including in connection with any future disputes in the Chapter 11 cases. The Consensual KEIP contemplates incentive awards tied to the achievement of the Cash Balance Target, HESS Target, Business Unit Targets and the Mountain Pass Cash Flow Metric originally set forth in the Modified KEIP, though the potential awards for achieving the Operational Metrics are significantly reduced in amount. In addition, the Consensual KEIP provides for a potential incentive award tied to the achievement of a threshold value in connection with the sale of the Debtors' three major operating business units. The Consensual KEIP reduces the potential incentive awards for the achievement of the Operational Metrics by close to 50%. Moreover, at both threshold and target levels, the total cost of the Consensual KEIP and the Total Direct Compensation of each of the Senior Executives are lower than would have been the case under the Original KEIP. The Committee, Andrew R. Vara, the Acting United States Trustee for Region 3, and the United Steelworkers, objected to the proposed KEIP. The USW complained that the KEIP appears to be nothing more than a giveaway to insiders who were doing Oaktree's bidding and at best, a retention plan which on its face does not meet the requirements of Bankruptcy Code. The USW futher complained that the plan of reorganization filed by the Debtors had effectively capitulated to Oaktree at the expense of all remaining stakeholders. The U.S. Trustee complained that the Debtors were not able provide sufficient evidence of incentivizing targets that render any portion of the Modified KEIP anything more than a disguised retention plan. Likewise, the Debtors failed to demonstrate, inter alia, that the payments under the KEIP were not primarily retention payments to insiders, that it represents the "actual, necessary cost of preserving the estates", and that the KEIP was justified by the facts and circumstances of the cases, the U.S. Trstee further complained. In reply to the objections filed by the USW and the U.S. Trustee, the Debtors pointed out that USW's objection was, in the first instance, a joinder to the objection that the Committee was contemplating file until an agreement was reached on the terms of the Consensual KEIP. Therefore, because the Committee is no longer objecting to the Motion, the objection by the USW should be given no weight, the Debtors told the Court. The thrust of the U.S. Trustee's objection was that the Debtors had presented insufficient evidence to support approval of its KEIP, the Debtors further pointed out. The Debtors contends that the record before the Court is now replete with evidence supporting the approval of the Consensual KEIP regarding the design of an incentive plan for the Senior Executives, the Operational Metrics, the reasonableness of the size of the incentive plan and the reasonableness of the Total Direct Compensation of the Senior Executives based on comparisons to both a set of proxy data and set of survey data. Molycorp Inc. is represented by: M. Blake Cleary, Esq. Edmon L. Morton, Esq. Justin H. Rucki, Esq. Ashley E. Jacobs, 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 emorton@ycst.com jrucki@ycst.com ajacobs@ycst.com -- and -- Paul D. Leake, Esq. Lisa Laukitis, Esq. George R. Howard, Esq. JONES DAY 222 East 41st Street New York, New York 10017 Telephone: (212) 326-3939 Facsimile: (212) 755-7306 Email: pdleake@jonesday.com llaukitis@jonesday.com grhoward@jonesday.com -- and -- Brad B. Erens, Esq. Joseph M. Tiller, Esq. JONES DAY 77 West Wacker Chicago, Illinois 60601 Telephone: (312) 782-3939 Facsimile: (312) 782-8585 Email: bberens@jonesday.com jtiller@jonesday.com Ad Hoc 10% Noteholders is represented by: Laura Davis Jones, Esq. James E. O'Neill, Esq. Colin R. Robinson, Esq. PACHULSKI STANG ZIEHL &JONES LLP 919 N. Market Street, 17th Floor P.O. Box 8705 Wilmington, DE 19899-8705 (Courier 19801) Telephone: (302) 652-4100 Facsimile: (302) 652-4400 Email: ljones@pszjlaw.com jo'neill@pszjlaw.com crobinson@pszjlaw.com -- and -- Thomas Moers Mayer, Esq. Gregory Horowitz, Esq. Joshua K. Brody, Esq. Andrew M. Dove, Esq. KRAMER LEVIN NAFTALIS & FRANKEL LLP 1177 Avenue of the Americas New York, New York 10036 Telephone: (212) 715-9100 Facsimile: (212) 715-8000 Email: tmayer@kramerlevin.com ghorowitz@kramerlevin.com jbrody@kramerlevin.com adove@kramerlevin.com United Steelworkers is represented by: Susan E. Kaufman, Esq. LAW OFFICE OF SUSAN E. KAUFMAN, LLC 919 N. Market Street, Suite 460 Wilmington, DE 19801 Telephone: 302-472-7420 Facsimile: 302-792-7420 Email: skaufman@skaufmanlaw.com -- and -- David R. Hock, Esq. COHEN, WEISS AND SIMON LLP 330 West 42nd Street New York, NY 10036 Telephone: (212) 563-4100 Facsimile: (646) 473-8230 Email: rseltzer@cwsny.com -- and -- David R. Jury, Esq. Associate General Counsel UNITED STEELWORKERS Five Gateway Center, Room 807 Pittsburgh, PA 15222 Telephone: (412) 562-2545 Email: djury@usw.org The United States Trustee is represented by: Andrew R. Vara Acting United States Trustee Region 3 Office of the United States Trustee J. Caleb Boggs Federal Building 844 King Street, Suite 2207 Wilmington, DE 19801 Telephone: (302) 573-6491 Facsimile: (302) 573-6497 About Molycorp Inc. Molycorp Inc. -- http://www.molycorp.com/-- is a global rare earths and rare metals producer. Molycorp owns several prominent rare earth processing facilities around the world. It has a workforce of 2,530 employees at locations on three continents. Molycorp's Mountain Pass Rare Earth Facility in San Bernadino County, California, is home to one of the world's largest and richest deposits of rare earths. Molycorp has corporate offices in the United States, Canada and China. CEO Geoffrey R. Bedford, and other senior management members are located in Molycorp's corporate offices in Toronto, Canada. Other senior manageemnt members are located at its U.S. corporate headquarters in Greendwood Village, Colorado. Molycorp reported a net loss of $623 million in 2014, a net loss of $377 million in 2013 and a net loss of $475 million in 2012. As of March 31, 2015, the Company had $2.49 billion in total assets, $1.78 billion in total liabilities and $709 million in total stockholders' equity. Molycorp and its North American subsidiaries, together with certain of its non-operating subsidiaries outside of North America, filed Chapter 11 voluntary petitions in Delaware (Bankr. D. Del. Lead Case No. 15-11357) on June 25, 2015, after reaching agreement with a group of lenders on a financial restructuring. The Chapter 11 cases of Molycorp and 20 affiliated debts are pending before Judge Christopher S. Sontchi. The agreement provides for a financial restructuring of the Company's $1.7 billion in debt and provides up to $225 million in gross proceeds in new financing to support operations while the Company completes negotiations with creditors. The Company's operations outside of North America, with the exception of non-operating companies in Luxembourg and Barbados, are excluded from the filings. Molycorp Rare Metals (Oklahoma), LLC, with operations in Quapaw, Oklahoma, also is excluded from the filings as it is not 100% owned by the Company. Molycorp is being advised by the investment banking firm of Miller Buckfire & Co. and is receiving financial advice from AlixPartners, LLP. Jones Day and Young, Conaway, Stargatt & Taylor LLP act as legal counsel to the Company in this process. Prime Clerk serves as claims and noticing agent. Secured creditor Oaktree Capital Management L.P., consented to the use of cash collateral and to extend postpetition financing. On July 8, 2015, the U.S. trustee overseeing the Chapter 11 case of Molycorp Inc. appointed eight creditors of the company to serve on the official committee of unsecured creditors. MOLYCORP INC: U.S. Trustee, Noteholders Object to Plan Outline -------------------------------------------------------------- Andrew R. Vara, Acting U.S. Trustee for Region 3, and UMB Bank, N.A., as successor indenture trustee for the holders of certain 10% Senior Secured Notes due June 1, 2020, object to the approval of the disclosure statement explaining Molycorp, Inc., et al.'s joint plan of reorganization. The U.S. Trustee complains that the Disclosure Statement did not include a liquidation analysis, prospective financial information or a valuation analysis. The financial information provided by the Debtors is insufficient for the U.S. Trustee to make an informed judgment. Thus, the U.S. Trustee asserts that the Court should withhold approval of the Disclosure Statement until the time as the Debtors are willing to unseal the critical disclosures in connection with the Plan and provide their creditors with an opportunity to review and object. The 10% Noteholders assert that any ballots used in the Solicitation Procedures for claims on the 10% Notes should indicate and clarify (i) that Beneficial Owners are receiving two separate ballots and (ii) that Beneficial Owners are encouraged to complete and return both ballots. In addition, the 10% Noteholders ask the Debtors to clarify what information they want the 10% Notes Indenture Trustee to deliver concerning Directly Registered Holders. The United States Trustee is represented by: David L. Buchbinder, Esq. Trial Attorney Office of the United States Trustee J. Caleb Boggs Federal Building 844 King Street, Suite 2207, Lockbox 35 Wilmington, DE 19801 Tel: (302) 573-6491 Fax: (302) 573-6497 The 10% Noteholders are represented by: William W. Kannel, Esq. Ian A. Hammel, Esq. Adrienne K. Walker, Esq. MINTZ, LEVIN, COHN, FERRIS, GLOVSKY AND POPEO, P.C. One Financial Center Boston, MA 02111 Tel: 617-542-6000 Fax: 617-542-2241 Email: wkannel@mintz.com awalker@mintz.com -- and -- Thomas D. Walsh, Esq. MARSHALL DENNEHEY WARNER COLEMAN & GOGGIN 1007 N. Orange St., 6th Fl. P.O. Box 8888 Wilmington, DE 19899 Tel: 302-552-4325 Email: tdwalsh@MDWCG.com About Molycorp Inc. Molycorp Inc. -- http://www.molycorp.com/-- is a global rare earths and rare metals producer. Molycorp owns several prominent rare earth processing facilities around the world. It has a workforce of 2,530 employees at locations on three continents. Molycorp's Mountain Pass Rare Earth Facility in San Bernadino County, California, is home to one of the world's largest and richest deposits of rare earths. Molycorp has corporate offices in the United States, Canada and China. CEO Geoffrey R. Bedford, and other senior management members are located in Molycorp's corporate offices in Toronto, Canada. Other senior management members are located at its U.S. corporate headquarters in Greenwood Village, Colorado. Molycorp reported a net loss of $623 million in 2014, a net loss of $377 million in 2013 and a net loss of $475 million in 2012. As of March 31, 2015, the Company had $2.49 billion in total assets, $1.78 billion in total liabilities and $709 million in total stockholders' equity. Molycorp and its North American subsidiaries, together with certain of its non-operating subsidiaries outside of North America, filed Chapter 11 voluntary petitions in Delaware (Bankr. D. Del. Lead Case No. 15-11357) on June 25, 2015, after reaching agreement with a group of lenders on a financial restructuring. The Chapter 11 cases of Molycorp and 20 affiliated debts are pending before Judge Christopher S. Sontchi. The agreement provides for a financial restructuring of the Company's $1.7 billion in debt and provides up to $225 million in gross proceeds in new financing to support operations while the Company completes negotiations with creditors. The Company's operations outside of North America, with the exception of non-operating companies in Luxembourg and Barbados, are excluded from the filings. Molycorp Rare Metals (Oklahoma), LLC, with operations in Quapaw, Oklahoma, also is excluded from the filings as it is not 100% owned by the Company. Molycorp is being advised by the investment banking firm of Miller Buckfire & Co. and is receiving financial advice from AlixPartners, LLP. Jones Day and Young, Conaway, Stargatt & Taylor LLP act as legal counsel to the Company in this process. Prime Clerk serves as claims and noticing agent. Secured creditor Oaktree Capital Management L.P., consented to the use of cash collateral and to extend postpetition financing. On July 8, 2015, the U.S. trustee overseeing the Chapter 11 case of Molycorp Inc. appointed eight creditors of the company to serve on the official committee of unsecured creditors. MSES CONSULTANTS: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: MSES Consultants, Inc. PO Drawer 190 Clarksburg, WV 26302-0190 Case No.: 15-01204 Chapter 11 Petition Date: December 14, 2015 Court: United States Bankruptcy Court Northern District of West Virginia (Clarksburg) Judge: Hon. Patrick M. Flatley Debtor's Counsel: Richard R. Marsh, Esq. McNEER, HIGHLAND, McMUNN AND VARNER, LC P.O. Drawer 2040 Clarksburg, WV 26302-2040 Tel: 304-626-1119 Fax: 304-623-3035 Email: rrmarsh@wvlawyers.com Estimated Assets: $50,000 to $100,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Lawrence M Rine, president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/wvnb15-01204.pdf NEW MEDIA: Moody's to Retain B2 CFR on Announced Transactions ------------------------------------------------------------- Moody's Investors Service says the sale of DB Nevada Holdings, Inc., publisher for the Las Vegas Review-Journal, and agreement to acquire two local media assets in separate transactions: Business Information Division of Dolan LLC and publishing operations of a local, daily newspaper will not impact the B2 Corporate Family Rating, B3-PD Probability of Default Rating or the B2 rating assigned to the revolving credit and term loan facility of New Media Holdings II LLC. The acquisitions are expected to be funded using balance sheet cash, and pro-forma for all three transactions, the company's operating performance is expected to remain unchanged. NEW YORK MILITARY: Court Approves $15.8MM Sale to Non-Profit ------------------------------------------------------------ Judge Cecelia G. Morris entered an order authorizing New York Military Academy to sell substantially all of its assets to Research Center on Natural Conservation, Inc., for $15,825,000. Stalking horse Global Preparatory Academies LLC opened the auction with a $13,125,000 offer. At the auction conducted Sept. 30, Natural Conservation emerged as the highest bidder, and Global Preparatory emerged as the next highest bidder. A copy of the Sale Order is available for free at: http://bankrupt.com/misc/NYMA_187_Sale_Order.pdf Sale Timeline The Debtor originally filed, on July 1, 2015, a plan of reorganization and disclosure statement. On July 10, 2015, Cornwall Improvement, LLC, a creditor owed in excess of $8,600,000, won Bankruptcy Court approval of a stipulation and order lifting the automatic stay to allow it to proceed with its state court foreclosure remedy. The foreclosure sale was scheduled by Cornwall for Oct. 2, 2015. On Sept. 4, 2015, the Debtor filed a motion for entry of an order approving procedures to sell its assets, located in the Town of Cornwall, New York, free and clear of liens, claims and encumbrances. The proposed procedures contemplated a Sept. 30 auction and a starting bid from interested parties of $9,500,000. On Sept. 16, 2015, the Debtor won approval of an application to tap the nationally recognized marketing real estate consultant, Hilco, to conduct marketing efforts. On Sept. 25, 2015, the Official Committee of Unsecured Creditors filed a motion seeking to delay the foreclosure auction. Judge Morris denied the motion on Sept. 28. On Sept. 29, 2015, the Bankruptcy Court granted the Debtor's bidding procedures motion. On Sept. 30, 2015, Hilco Real Estate, LLC, conducted an auction at which time the Purchaser was named the successful bidder. On Oct. 8, 2015, the Honorable Cecelia Morris, Chief Bankruptcy Judge for the Southern District of New York scheduled a sale hearing for Oct. 19, 2015. Special Counsel to New York Military Academy: McCARTER & ENGLISH, LLP Jeffrey T. Testa Jeffrey Testa Matthew Wapner Four Gateway Center 100 Mulberry Street Newark, NJ 07102 Telephone: (973) 622-4444 E-mail: Jtesta@mccarter.com mwapner@mccarter.com Counsel to New York Military Academy: LEWIS D. WROBEL, ESQ. Lewis D. Wrobel 201 South Avenue, Suite 506 Poughkeepsie, NY 12601 Telephone: (845) 473-5411 E-mail: lewiswrobel@verizon.net Counsel to the Official Committee of Unsecured Creditors of NYMA: WASSERMAN, JURISTA & STOLZ, P.C. 110 Allen Road, Suite 304 Basking Ridge, NJ 07920 Phone: (973) 467-2700 Steven Z. Jurista, Esq. Donald W. Clarke, Esq. Attorneys for Cornwall Improvement: GENOVA & MALIN Hampton Business Center 1136 Route 9 Wappingers Falls, NY 12590 Tel: (845) 298-1600 Thomas Genova, Esq. Andrea B. Malin, Esq. About New York Military New York Military Academy operated a military preparatory school in the town of Cornwall, Orange County New York, a not-for-profit corporation for more than 130 years. Its real property consists of three separate parcels of land. The first parcel consists of 77.3 acres of property that contains administrative, academic, dormitory facilities, accessory structures, apartments and several single family residences. The second parcel of land is an undeveloped parcel on the east side of Route 9D and is approximately 35 acres. The third parcel is also an undeveloped parcel on the east side of Route 9D and is approximately 1.1 acres. New York Military Academy filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 15-35379) on March 3, 2015. David B. Fields, the First Vice-President, signed the petition. The Debtor reported total assets of $10.5 million and total debts of $10.9 million. Lewis D. Wrobel, Esq., at Lewis D. Wrobel, serves as counsel to the Debtor. The U.S. Trustee for Region 2 appointed three unsecured creditors to serve on the Official Committee of Unsecured Creditors. The Committee tapped Steven Jurista, Esq., Wasserman, Jurista & Stolz, PC, as counsel. NEW YORK MILITARY: Terms of Sale to Natural Conservation -------------------------------------------------------- New York Military Academy sought and obtained Bankruptcy Court authority to sell substantially all of its assets to Research Center on Natural Conservation, Inc., for $15,825,000. The salient terms of the Sale Agreement include: * Purchase Price: the aggregate purchase price (the "Purchase Price") to be paid by the Buyer for the Assets is $15,825,000 at Closing. * Good Faith Deposit: the Purchaser has delivered a Deposit of $1,582,500 to the Escrow Agent. In the event the Sale Order is not entered on or before Oct. 30, 2015, the Seller will return the Deposit to the Purchaser within three business days. * Buyer's Premium: on the Closing Date, separate and apart from the Purchase Price, the Purchaser will cause to be paid a buyer's premium to Hilco in accordance with the Order Approving Employment of Marketing Consultant and Real Estate Broker entered on September 16, 2015 in the amount of $474,750 representing 3 percent of the Purchase Price. * The Assets to be Sold: the Assets to be sold are specifically set forth in the Sale Agreement and include but are not limited to the following: (a) All certificates, licenses, credentials, accreditations, permits, registrations etc. for the regular operations of the School (NYMA) as further described on Exhibit A-4 annexed to the Sale Agreement; (b) the School (including School Premises and all elements involved in the operation of the school) as further described on Exhibit A-5 annexed to the Sale Agreement; (c) all office and other supplies, machinery, equipment, tools, vehicles, furniture, furnishings, goods and any rights under lease to use such machinery, vehicles, furnishings and equipment; all rights under any agreement, plan, instrument, registration, license, certificate of occupancy, other permit, certification, authorization or approval of any nature as further described on Exhibit B annexed to the Sale Agreement; (d) all rights, if any, under any patent, trademark, service mark, trade name or copyright, websites and their domain names, whether registered or unregistered, and any applications therefor as further described on Exhibit C annexed to the Sale Agreement; (e) all maintenance and service contracts, if any as further described on Exhibit D annexed to the Sale Agreement; (f) all of the Seller's rights, title and interests in the name of "New York Military Academy" or any derivative thereof as further described on Exhibit E annexed to the Sale Agreement; (g) all telephone numbers to the School as further described on Exhibit F annexed to the Sale Agreement; and (h) all other assets of the Seller, tangible and intangible, including school credentials and affiliated licenses except those excluded under Section 1.3.3 * The Excluded Assets: the following assets of the Seller shall be specifically excluded from the sale: (a) any cash or cash equivalents held by or on behalf of Seller prior to the Closing Date excluding those cash from the Purchaser including the auction earnest money, deposit and down payment, full purchase price, etc.; (b) any accounts receivable invoiced by Seller relating to the School prior to the Closing Date; (c) any notes receivable owing to the Seller accrued prior to the Closing Date; (d) any proceeds from that certain lawsuit pending in Orange County (NY) Supreme Court, Index No. 5948/2013 and entitled NEW YORK MILITARY ACADEMY v. NEWOPEN GROUP, OBRIDGE GROUP LLC, ET AL; (e) all organizational, tax, pension, benefit plan and accounting, or other records of the Seller that Seller is required by law to retain which however will be available for the Purchaser to review at any time; and Purchaser will not destroy any such documents without first providing the Seller written notification and five business days' notice to remove the documents that the Purchaser may seek to abandon and/or destroy; (f) all the rights that accrue or will accrue to the Seller under the Sale Agreement; (g) all causes of action of any kind including but not limited to the breach of fiduciary duty and those causes of action belonging to the Debtor under Chapter 5 of the Bankruptcy Code; and (h) Directors & Officers or Error & Omission insurance policies, claims thereunder, recoveries thereunder or proceeds thereunder. * The Assets Will be Sold Free and Clear of Encumbrances, and the Purchaser Shall Not Have Successor Liability: the Sale of the Assets by the Debtor to the Purchaser shall be free and clear of all liens, claims, security interests, pledges, charges, options, encumbrances and interests of any kind whatsoever (collectively, the "Encumbrances") thereon and therein against in accordance with section 363 of the Bankruptcy Code and the Purchaser shall not have any Successor Liability. * "AS IS, WHERE IS": the Sale of the Assets shall be on "AS IS, WHERE IS" basis, without representations or warranties of any kind, nature or description by the Debtor, its agents or representatives. The Purchaser acknowledges it is relying solely on its own review and upon its own independent investigation of the Assets; and that it is not relying upon any written or oral statements, documents, representations, warranties of the Debtor, the Debtor's representatives or its retained professionals. * Record Retention and Access: The Purchaser hereby agrees and acknowledges that the Seller shall be permitted to retain copies of the business records, including students' school records, to be transferred with the Assets. Additionally, the Purchaser shall provide to the Seller and its agents such reasonable access to or, at the Seller's expense, copies of the business records transferred to the Purchaser pursuant to this Sale Agreement, upon reasonable notice and during normal business hours, as the Seller may reasonably request. The Purchaser will allow the Seller's retained professionals reasonable access to forensically copy any computer or servers which contain books, records or other documents that the Seller deems necessary to administer the bankruptcy proceeding, including but not limited to any documents relating to any pension or benefit plan. The Seller agrees that it shall not destroy or abandon any business records until the closure of the Seller's bankruptcy proceeding. This provision will survive Closing. * Taxes: All recordation, transfer, documentary, excise, sales, value added, use, stamp, conveyance or other similar taxes, duties or governmental charges, and all recording or filing fees or similar costs, imposed or levied by reason of, in connection with or attributable to this Sale Agreement or the transactions contemplated hereby, which are not specifically exempt under law, (collectively, "Transfer Taxes") will be borne by the Seller. In no event shall Purchaser be required to pay any Transfer Taxes. This sale transaction is an integral part of the Plan of Reorganization previously filed by the Debtor and the Debtor therefor intends to seek that the sale of the assets is exempt from Transfer Taxes pursuant to 11 U.S.C. Sec. 1146(a). Only if acceptable to the Purchaser's title company to enable this transaction to close by October 30, 2015 and record the deed immediately, the Seller shall escrow the appropriate Transfer Taxes for a determination by the United States Bankruptcy Court if such Transfer Taxes are exempt * Closing Date: the closing date for the Sale of the Assets was slated to occur within one day of the Court entering the Sale Order, and in any event no later than Oct. 30, 2015. * No Stays: at the request of the Purchaser, the Debtor is requesting relief from the 14-day stays imposed by Bankruptcy Rules 6004(h) and 6006(d). The Purchaser believes that time is of the essence given the rights of the secured lender to foreclose on the Assets which the Debtor believes would not be in the best interest of all creditors. Additionally, the Buyer has the right to terminate the Sale Agreement if closing fails to occur by Oct. 30, 2015. OPTIMA SPECIALTY: S&P Lowers CCR to 'CCC+', Outlook Negative ------------------------------------------------------------ Standard & Poor's Ratings Services said it lowered its corporate credit rating on Optima Specialty Steel Inc. to 'CCC+' from 'B'. The outlook is negative. S&P also lowered the rating on the company's 12.5% senior secured notes to 'B' from 'B+'. S&P revised the recovery rating on the debt to '1' from '2', indicating its expectation for very high (90% to 100%) recovery in the event of payment default. In addition, S&P lowered the rating on the company's 12% senior unsecured notes to 'CCC-' from 'CCC+'. The recovery rating on the debt remains '6', indicating S&P's expectation for negligible (0% to 10%) recovery in the event of payment default. "The negative outlook reflects our view that Optima may face a liquidity crisis in the next 12 months if it is unable to refinance its debt in a timely fashion," said Standard & Poor's credit analyst Patricia Mendonca. S&P could lower the rating to 'CCC' if by the end of the first quarter of 2016 the company has not addressed the note refinancing. S&P could also lower the rating if the company's operating performance deteriorates further, with minimal or negative cash flow generation and further ABL borrowings, which would indicate an imminent liquidity crisis. S&P may revise the outlook to stable if the company addresses the note refinancing in the next three months. ORIENT PAPER: Expresses Substantial Doubt on Going Concern Ability ------------------------------------------------------------------ Orient Paper, Inc., has substantial doubt about its ability to continue as a going concern, Zhenyong Liu, chief executive officer, and Jing Hao, chief financial officer of the company said in a November 11, 2015 regulatory filing with the U.S. Securities and Exchange Commission. "Although management believes it can secure financial resources to satisfy the company's current liabilities and the capital expenditure needs in the next 12 months, there are no guarantees that these financial resources will be secured. Therefore, there is a substantial doubt about the ability of the company to continue as a going concern that it may be unable to realize its assets and discharge its liabilities in the normal course of business." As of September 30, 2015, the company had current assets of $21,101,202 and current liabilities of $27,815,091 (including amounts due to related parties of $3,944,771), resulting in a working capital deficit of approximately $6,713,889; while as of December 31, 2014, the company had current assets of $26,554,862 and current liabilities of $44,470,148 (including amounts due to related parties of $3,376,120), resulting in a working capital deficit of approximately $17,915,286. According to Ms. Hao, "We are currently seeking to restructure the term of our liabilities by raising funds through long-term loans to pay off liabilities with shorter terms. Our ability to continue as a going concern is dependent upon obtaining the necessary financing or negotiating the terms of the existing short-term liabilities to meet our current and future liquidity needs. "On January 20, 2014, our Chairman and Chief Executive Officer Mr. Zhenyong Liu agreed in writing to permit the company to continue to postpone the repayment of the accrued interest on his loan to Hebei Baoding Orient Paper Milling Company Limited (Orient Paper HB) until the company is able to pay its other creditors in its normal course of business. The accrued interest owned to Mr. Liu was approximately $1,311,592, which was recorded in other payables and accrued liabilities as part of the current liabilities in the condensed consolidated financial statement as of September 30, 2015. "On January 21, 2015, Hebei Fangsheng, a real estate development company owned by Mr. Liu, our Chairman and Chief Executive Officer and his family, agreed in writing to permit the company to continue to postpone the repayment of the accrued rental charged to Orient Paper HB until the earliest date on which the company's quarterly or annual financial statements filed with the SEC show a satisfactory working capital level. The accrued rental owned to Hebei Fangsheng was approximately $337,120 and $227,900, which was recorded in as part of the current liabilities as of September 30, 2015 and December 31, 2014, respectively. "On March 1, 2015, the company entered an agreement with the CEO which allows Orient Paper HB to borrow from the CEO with an amount up to $18,864,069 (RMB120,000,000) for working capital purposes. On July 13, 2015, an unsecured loan of $4,716,017 was drawn from the facility, which carried an interest rate of 5.25%. The loan will be matured on July 12, 2018. "On March 9, 2015, Mr. Zhenyong Liu agreed in writing to permit the Company to postpone the repayment of the related party loan of $2,296,059 which will expire at December 31, 2015. "On July 1, 2015, Orient Paper HB, Shijiazhuang Office of China Orient Asset Management Corporation (China Orient), the parent and assignee of the rights of China National Foreign Trade Financial & Leasing Co., Ltd (CNFTFL), and other guarantors of Lease Financing Agreement, entered into an agreement (the 2015 Agreement), to amend and restate the Lease Financing Agreement entered into in 2013. The 2015 Agreement sets forth a modified and extended payment schedule with respect to the remaining payment obligation, with principal payable on the 21th of December 2015, June 2016, December 2016 and final payment on June 21, 2017." At September 30, 2015, the company had total assets of $231,461,381, total liabilities of $54,147,931, and total stockholders' equity of $177,313,450. Net income was $1,685,897 for the three months ended September 30, 2015, a decrease of $1,687,047, or 50.02%, from $3,372,944 for the comparable period in 2014. A full-text copy of the company's quarterly report is available for free at: http://tinyurl.com/zykoprz Orient Paper, Inc. is a paper manufacturer in North China. The Baoding, China-based company uses recycled paper as its primary raw material in producing and distributing three categories of paper products: corrugating medium paper, offset printing paper and other paper products like digital photo paper and tissue paper products. OZBURN-HESSEY HOLDINGS: S&P Withdraws 'B' CCR After Ratings Hike ---------------------------------------------------------------- Standard & Poor's Ratings Services said that it has raised its corporate credit rating on Ozburn-Hessey Holding Co. LLC to 'B' from 'B-' and removed all of its ratings on the company from CreditWatch, where S&P had placed them with positive implications on Aug. 18, 2015. This action follows the completion of Geodis' acquisition of OHL in November 2015 and the full redemption of OHL's bonds on Nov. 3, 2015. S&P subsequently withdrew its ratings on Ozburn-Hessey Holding Co. LLC at the company's request. PALM DRIVE: S&P Reinstates 'CCC+' Rating on COPs Due 2025 --------------------------------------------------------- Standard & Poor's Ratings Services has corrected by reinstating its 'CCC+' rating on Palm Drive Health Care District, Calif.'s certificates of participation (COPs) (2010 parcel tax secured financing program) due April 1, 2025. The outlook is negative. PORTER BANCORP: Has Substantial Doubt on Going Concern Ability -------------------------------------------------------------- Porter Bancorp, Inc., said certain events and circumstances raise substantial doubt about its ability to continue as a going concern. "The company's consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business for the foreseeable future. However, the events and circumstances create substantial doubt about the company's ability to continue as a going concern," John T. Taylor, chief executive officer, and Phillip W. Barnhouse, chief financial officer of the company stated in a regulatory filing with the U.S. Securities and Exchange Commission on November 12, 2015 The officers disclosed: "During the three and nine months ended September 30, 2015, we reported net loss attributable to common shareholders of $1.0 million and $2.3 million, respectively, compared with net loss attributable to common shareholders of $1.5 million and $8.8 million for the three and nine months ended September 30, 2014, respectively. The improvement for 2015 is primarily attributable to a negative provision for loan losses of $2.2 million in the third quarter of 2015, compared to $6.3 million of provision expense recorded in the second quarter of 2014. The $2.2 million negative provision in the third quarter was primarily driven by declining historical loss rates, improvement in asset quality, and management's assessment of risk in the portfolio. Substandard loans decreased by $21.5 million or 31.2% over the past quarter and $44.0 million or 48% over the first nine months of 2015. Net charge-offs were $3.0 million for the first nine months of 2015 compared to $10.2 million for the first nine months of 2014, and $411,000 for the third quarter of 2015 compared to $1.8 million in the second quarter of 2015. Nonaccrual loans decreased by $13.2 million or 43.8% over the past quarter, and $30.2 million or 64.0% over the first nine months of 2015. "At September 30, 2015, we continued to be involved in various legal proceedings in which we dispute the material factual allegations against us. After conferring with our legal advisors, we believe we have meritorious grounds on which to prevail. If we do not prevail, the ultimate outcome of any one of these matters could have a material adverse effect on our financial condition, results of operations, or cash flows. "For the year ended December 31, 2014, we reported a net loss of $11.2 million. This loss was attributable primarily to loan loss provision of $7.1 million, OREO expense of $5.8 million resulting from fair value write-downs driven by new appraisals and reduced marketing prices, and ongoing operating expense, along with $3.0 million in loan collection expenses. We also had lower net interest margin due to lower average loans outstanding, loans re-pricing at lower rates, and the level of non-performing loans in our portfolio. After deductions for dividends and accretion on preferred stock of $2.4 million, allocating losses to participating securities of $3.2 million, and the effect of the exchange of preferred stock for common stock of $36.1 million, net income attributable to common shareholders was $19.4 million for the year ended December 31, 2014, compared with a net loss attributable to common shareholders of $3.4 million for the year ended December 31, 2013. "In June 2011, the PBI Bank (the Bank) agreed to a Consent Order with the Federal Deposit Insurance Corporation (FDIC) and Kentucky Department of Financial Institutions (KDFI) in which the Bank agreed, among other things, to improve asset quality, reduce loan concentrations, and maintain a minimum Tier 1 leverage ratio of 9% and a minimum total risk based capital ratio of 12%. In October 2012, the Bank entered into a revised Consent Order with the FDIC and KDFI again agreeing to maintain a minimum Tier 1 leverage ratio of 9% and a minimum total risk based capital ratio of 12%. The Bank also agreed that if it should be unable to reach the required capital levels, and if directed in writing by the FDIC, then the Bank would within 30 days develop, adopt and implement a written plan to sell or merge itself into another federally insured financial institution or otherwise immediately obtain a sufficient capital investment into the Bank to fully meet the capital requirements. In October 2015, the Bank agreed to enter into a new revised Consent Order, which includes several of the substantive provisions of the June 2011 and October 2012 Consent Orders, but omits previous provisions related to reducing loan concentrations that the Bank had satisfied. The revised Consent Order requires the Bank to continue to adhere to the plans implemented in response to the previous Consent Orders. "We continue to work toward capital ratio compliance. As of September 30, 2015, the Bank's Tier 1 leverage ratio and total risk based capital ratio were both less than the minimum capital ratios required by the Consent Order. "In order to meet the capital requirements of the Consent Order, the Board of Directors and management are continuing to evaluate and implement strategies to achieve the following objectives: * Increasing capital through the limited issuance of common stock to new and existing shareholders. * Continuing to operate the company and Bank in a safe and sound manner. We have reduced our lending concentrations, and the size of our balance sheet while continuing to remediate non- performing loans. * In executing on our commitment to improve credit quality, reduce loan concentrations, and reduce balance sheet risk, we have: - Reduced the size of our loan portfolio significantly from $1.3 billion at December 31, 2010 to $624.4 million at September 30, 2015. - Reduced our construction and development loans to less than 75% of total risk-based capital at September 30, 2015. - Reduced our non-owner occupied commercial real estate loans, construction and development loans, and multi-family residential real estate loans. These loans represented 221% of total risk-based capital at September 30, 2015, down from 262% at December 31, 2014. * Executing on our commitment to sell OREO and reinvest in quality income producing assets. - Our acquisition of real estate assets through the loan remediation process increased during 2014, as we acquired $32.3 million of OREO in 2014 compared with $20.6 million during 2013. We acquired $4.5 million in the first nine months of 2015. Nonaccrual loans totaled $17.0 million at September 30, 2015, and we expect to resolve a portion of these loans by foreclosure, which may result in further additions to our OREO portfolio. - We incurred OREO losses totaling $7.1 million during the first nine months of 2015, the result of fair value write- downs to reflect reductions in listing prices for certain properties, updated appraisals, and the liquidation of properties through auctions near and after the end of the third quarter, offset by a $27,000 net gain on sales of OREO. Proceeds from the sale of OREO totaled $14.4 million for the nine months ended September 30, 2015, and $7.3 million for the nine months ended September 30, 2014. OREO expense may be elevated in future periods as we work to sell these properties, given the current size of the OREO portfolio. At quarter end, $6.5 million of OREO property was subject to a contract for sale or letter of intent. - Real estate construction represents 50% of the OREO portfolio at September 30, 2015 compared with 40% at December 31, 2014. Commercial real estate represents 41% of the OREO portfolio at September 30, 2015 compared with 31% at December 31, 2014, and 1-4 family residential properties represent 9% of the portfolio at September 30, 2015 compared with 17% at December 31, 2014. * Continuing to improve our internal processes and procedures, distribution of labor, and work-flow to ensure we have adequately and appropriately deployed resources in an efficient manner in the current environment. "The company's liquid assets were $1.2 million at September 30, 2015. Since the Bank is unlikely to be in a position to pay dividends to the parent company for the foreseeable future, cash inflows for the parent are limited to earnings on investment securities, sales of investment securities, interest on deposits with the Bank, the issuance of new debt, or the issuance of capital securities. Ongoing operating expenses of the parent company are forecast at approximately $1.0 million for the next twelve months. "Effective with the fourth quarter of 2011, we began deferring interest payments on the junior subordinated debentures relating to our trust preferred securities. Deferring interest payments on the junior subordinated debentures resulted in a deferral of distributions on our trust preferred securities. If we defer distributions on our trust preferred securities for 20 consecutive quarters, we must pay all deferred distributions in full or we will be in default. Our deferral period expires in the third quarter of 2016. Deferred distributions on our trust preferred securities, which totaled $2.3 million as of September 30, 2015, are cumulative, and unpaid distributions accrue and compound on each subsequent payment date. If as a result of a default we become subject to any liquidation, dissolution or winding up, holders of the trust preferred securities will be entitled to receive the liquidation amounts to which they are entitled, including all accrued and unpaid distributions, before any distribution can be made to our shareholders. In addition, the holders of our Series E and Series F Preferred Shares will be entitled to receive liquidation distributions totaling $10.5 million before any distribution can be made to the holders of our common shares. "On September 30, 2015, we completed a common equity for debt exchange with holders of $4.0 million of the capital securities (the Trust Securities) of Porter Statutory Trust IV, a trust subsidiary of the company. Accrued and unpaid interest on the Trust Securities totaled approximately $330,000. In exchange for the $4.3 million debt and interest liability, the company issued 800,000 common shares and 400,000 non-voting common shares, for a total of 1,200,000 shares. In the transaction, a wholly owned subsidiary of the company received a one-third portion of the Trust Securities directly from an unrelated third party in exchange for 400,000 common shares, resulting in an $883,000 gain on extinguishment of debt. The subsidiary also received two-thirds of the Trust Securities from related parties in exchange for 400,000 common shares and 400,000 non-voting common shares. The debt and interest liability exchanged with related parties was treated as a capital transaction." At September 30, 2015, the company had total assets of $951,480,000, total liabilities of $917,672,000, and total stockholders' equity of $33,808,000. The company had posted a net loss of $1,076,000 for the three months ended September 30, 2015, compared to a net loss of $849,000 for the same period in 2014. A full-text copy of the company's quarterly report is available for free at: http://tinyurl.com/j6kj8ef Porter Bancorp, Inc. is a banking holding company based in Louisville, Kentucky. The company's wholly owned subsidiary, PBI Bank is the sixth largest bank domiciled in the Commonwealth of Kentucky based on total assets. POSITIVEID CORP: Posts $93K Net Loss in Qtr. Ended Sept. 30 ----------------------------------------------------------- PositiveID Corporation incurred a net loss of $93,000 for the three months ended September 30, 2015, compared to a net loss of $1,329,000 for the same period in 2014. The company has incurred operating losses prior to and since the merger that created PositiveID. The current 2015 operating losses are the result of research and development expenditures and selling, general and administrative expenses related to our molecular diagnostics and detection products. "We expect our operating losses to continue through 2015," William J. Caragol, chairman of the board, chief executive officer and acting chief financial officer of the company, said in a November 12, 2015 regulatory filing with the U.S. Securities and Exchange Commission. "These conditions raise substantial doubt about our ability to continue as a going concern." Mr. Caragol said: "Our ability to continue as a going concern is dependent upon our ability to obtain financing to fund the continued development of our products and to support working capital requirements. Until we are able to achieve operating profits, we will continue to seek to access the capital markets. "During the nine months ended September 30, 2015, we raised approximately $3.3 million from the issuance of convertible debt, net of debt repayments. "On November 25, 2014 the company closed a financing transaction by entering into a Securities Purchase Agreement with an accredited investor for an aggregate subscription amount of $4,000,000 (the Note I Purchase Price). Pursuant to the Note I Securities Purchase Agreement, the company shall issue a series of 4% Original Issue Discount Senior Secured Convertible Promissory Note (collectively, Note I) to the Purchaser. The Note I Purchase Price will be paid in eight equal monthly payments of $500,000. Through September 30, 2015, the company has received all eight tranches under the Note I Securities Purchase Agreement of Note I, with a maturity dates between June 26, 2016 and December 29, 2016, pursuant to a convertible note. Under the agreement the company received $3,540,600, which was net of Purchaser's expenses and legal fees and a 4% original issue discount. "On August 14, 2015 the company closed a financing transaction by entering into a Securities Purchase Agreement with an accredited investor for an aggregate subscription amount of $2,400,000 (the Note II Purchase Price). Pursuant to the Note II Securities Purchase Agreement, the company shall issue a series of 4% Original Issue Discount Senior Secured Convertible Promissory Note (collectively, Note II) to the Purchaser. The Note II Purchase Price will be paid in six equal monthly payments of $400,000. As of quarter ended September 30, 2015, the company has received two of the six tranches under the SPA of the Note, with a maturity dates of February 15, 2017 and March 11, 2017, pursuant to a convertible note. Under the agreement the company received $692,000, which was net of Purchaser's expenses and legal fees and a 4% original issue discount. "The use of proceeds from this financing are intended for the completion of the prototype of the company's Firefly Dx cartridge, restructuring of the company's existing convertible debt, and general working capital. During 2015 and 2016, we will need to raise additional capital, including capital not currently available under our existing financing agreements in order to execute our business plan. "The company intends to continue to access capital to provide funds to meet its working capital requirements for the near-term future. In addition and if necessary, the company could reduce and/or delay certain discretionary research, development and related activities and costs. However, there can be no assurances that the company will be able to negotiate additional sources of equity or credit for its long term capital needs. The company's inability to have continuous access to such financing at reasonable costs could materially and adversely impact its financial condition, results of operations and cash flows, and result in significant dilution to the company's existing stockholders." As of September 30, 2015, the company had a working capital deficiency of approximately $8.4 million and an accumulated deficit of approximately $139.6 million, compared to a working capital deficit of approximately $8.1 million and an accumulated deficit of approximately $132.8 million as of December 31, 2014. The decrease in working capital was primarily due to a net loss of $6.9 million during the nine months ended September 30, 2015, offset by cash received from capital raised through convertible debt financings. In addition, the Company used cash in operations of $3.3 million during the nine months ended September 30, 2015. At September 30, 2015, the company had total assets of $1,046,000, total liabilities of $10,869,000, and total stockholders' deficit of $9,823,000. A full-text copy of the company's quarterly report is available for free at: http://tinyurl.com/hkmx77s PositiveID Corporation develops (a) molecular diagnostic systems for rapid diagnostic testing and bio-threat detection and (b) assays to detect a range of biological threats. The company's M-BAND (Microfluidic Bio-agent Autonomous Networked Detector) system is an airborne bio-threat detection system developed for the homeland defense industry, to detect biological weapons of mass destruction. PROAMPAC INTERMEDIATE: Moody's Cuts Corporate Family Rating to B3 ----------------------------------------------------------------- Moody's Investors Service downgraded ProAmpac Intermediate Inc.'s Corporate Family Rating to B3 from B2, Probability of Default Rating to B3-PD from B2-PD, Revolving Credit Facility and First Lien Term Loan to B3 from B1 and Second Lien Term Loan to Caa2 from Caa1. The ratings outlook is stable. The proceeds from the add-on First Lien Term Loan will be used to acquire Coating Excellence International ("CEI") as well as pay fees and expenses associated with the transaction. The purchase price is supported by a $245 million add-on term loan and an undisclosed equity investment by Wellspring. The equity investment is pure common stock and not expected to have a dividend, PIK or accrete. The transaction is expected to close in December 2015. Moody's took the following actions: ProAmpac Intermediate Inc. -- Downgraded Corporate Family Rating to B3 from B2 -- Downgraded Probability of Default Rating to B3-PD from B2-PD -- Downgraded $50 million Senior Secured Revolving Credit Facility due August 2020 to B3/LGD 3 from B1/LGD 3 -- Downgraded $673 million Senior Secured First Lien Term Loan (including the $245 million add-on) due August 2022 to B3/LGD 3 from B1/LGD 3 -- Downgraded $90 million Senior Secured Second Lien Term Loan due August 2023 Caa2/LGD 6 from Caa1/LGD 5 The ratings outlook is stable. The ratings are subject the transaction closing as proposed and the receipt and review of the final documentation. RATINGS RATIONALE The downgrade of the corporate family rating to B3 reflects the stretched proforma financial metrics and heightened integration and operating risk following the company's second debt financed acquisition in six months. The downgrade also reflects an expectation that credit metrics will now take longer to improve to a level commensurate with the rating category than originally anticipated when the rating was assigned following the first debt financed acquisition in July 2015. The two debt financed acquisitions are substantial and have almost tripled Proampac's original revenue thereby increasing operational and integration risk. Additionally, projected synergies, elimination of onetime costs and organic growth are all significant drivers of the projected improvement in credit metrics over the next 12 to 18 months. Although many of the synergies are likely easily achieved and do not include capacity rationalization, Moody's believes the company may be challenged to realize all the projected drivers of improvement in credit metrics over the rating horizon. The company has reported that it has exceeded the expected synergies associated with the combination of Prolamina and Ampac. The B3 corporate family rating reflects the high pro forma leverage, high percentage of commodity products and high percentage of non-contracted business. The rating also reflects the risks inherent in the fragmented and competitive industry in which the company operates and the integration risk for the recent acquisitions of Ampac and CEI. Approximately 50% of the company's business is not under contract with raw material pass-through provisions. Additionally, lags are lengthy on the raw material cost pass-throughs for the business that is contracted and costs other than raw materials are not passed through. The company has some exposure to cyclical end markets. Strengths in the combined company's competitive profile include a high percentage of sales in relatively more stable end markets, long term relationships with customers and a continued focus on producing innovative products. The company has maintained long standing relationships with its customers including some well-known, blue chip names. The acquisition of CEI provides meaningful exposure to the attractive pet food market, has limited customer overlap and reduces the proforma exposure to the retail end market. The rating is also supported by the company's pledge to direct all free cash flow to debt reduction over the rating horizon. The rating could be downgraded if there is deterioration in the credit metrics, liquidity or the operating and competitive environment. Additional debt financed acquisitions, excessive acquisitions (regardless of financing) and/or a move to an aggressive financial profile could also prompt a downgrade. Specifically, the rating could be downgraded if total adjusted debt to EBITDA remains above 6.0 times, EBITDA to gross interest coverage declines below 2.0 times, and/or funds from operations to debt declines below 6.0%. The ratings could be upgraded if the company sustainably improves credit metrics within the context of a stable operating and competitive environment. An upgrade would also be dependent upon the maintenance of good liquidity, including an appropriately sized revolver, and conservative financial and acquisition policies. The ratings could be upgraded if adjusted total debt to EBITDA moves below 5.5 times, funds from operations to debt remains above 8.0%, and EBITDA to gross interest coverage increases to above 3.0 times. Headquartered in Cincinnati, Ohio, ProAmpac Intermediate Inc. is a supplier of flexible plastic packaging products serving customers in the food, retail, healthcare and industrial end markets. In August 2015, the company was formed through the combination of two merged entities, Prolamina and Ampac. In December 2015, the company signed an agreement to acquire Coating Excellence International, LLC ("CEI"). The combined company has 13 manufacturing facilities in the United States, 3 in Europe and 2 in Southeast Asia. Approximately 92% of sales are generated in North America and approximately 8% are generated internationally. Their primary raw materials are resin (PET, LDPE, HDPE, polypropylene), paper, foil, film and fabric. Pro forma net sales for the 12 months ended September 30, 2015 totaled approximately $ million. ProAmpac is a portfolio company of Wellspring Capital Management. PROAMPAC INTERMEDIATE: S&P Affirms 'B' Rating on $725MM Loans ------------------------------------------------------------- Standard & Poor's Ratings Services affirmed its 'B' issue-level rating on ProAmpac Intermediate Inc. and borrowers Prolamina Corp. and Ampac Packaging LLC's nearly $725 million senior secured credit facilities (which include a $245 million incremental first-lien term loan that ProAmpac is issuing to fund its acquisition of Coating Excellence International LLC [CEI]). The '3' recovery rating is unchanged, indicating S&P's expectation for meaningful (50%-70%; upper half of the range) recovery in the event of a payment default. At the same time, S&P affirmed its 'CCC+' issue-level rating on the companies' $90 million second-lien term loan. The '6' recovery rating is unchanged, indicating S&P's expectation for negligible (0%-10%) recovery in the event of a payment default. S&P's 'B' corporate credit rating and stable outlook on ProAmpac Intermediate Inc. are unchanged. S&P does not expect that the company's adjusted debt-to-EBITDA metric will change materially from current levels pro forma for the transaction. CEI is a flexible packaging and technical products company that specializes in wide web extrusion coating and laminating film, foil, paper, board, and nonwoven materials. The acquisition will give ProAmpac exposure to the pet food and protective mailer end markets, provide it with a moderately larger revenue base, and allow it to realize potential synergies across the procurement and manufacturing operations of both companies. While these factors will modestly strengthen ProAmpac's business risk profile, S&P do not believe that the transaction will lead S&P to revise its "fair" assessment of the company's business risk profile. RATINGS LIST ProAmpac Intermediate Inc. Corporate Credit Rating B/Stable/-- Ratings Affirmed; Recovery Ratings Unchanged ProAmpac Intermediate Inc. Prolamina Corp. $725 Mil. Sr Secd Credit Facilities B Recovery Rating 3H $90 Mil. 2nd-Lien Trm Ln CCC+ Recovery Rating 6 RADIAN GUARANTY: S&P Raises Counterparty Credit Rating to 'BB+' --------------------------------------------------------------- Standard & Poor's Ratings Services said it raised its financial strength and long-term counterparty credit ratings on Radian Guaranty Inc., Radian Mortgage Assurance Inc., and Radian Mortgage Insurance Inc. to 'BB+' from 'BB'. Standard & Poor's also raised its long-term counterparty credit rating on Radian Group Inc. to 'B+' from 'B'. Standard & Poor's then withdrew its rating on Radian Mortgage Assurance Inc. The outlook is positive. "The company's capitalization continues to strengthen and we expect its prospective capitalization to be upper-adequate over the next two years," said Standard & Poor's credit analyst Hardeep Manku. As a result of improving capitalization due to earnings accumulation and the company's plan to downstream about $320 million, S&P expects the mortgage insurance operations to be in compliance with the Private Mortgage Insurer Eligibility Requirements (PMIERs), which should help assuage market concerns and support the company's competitive position. Although there is increased competition, S&P views the overall macro factors as supportive of a continued recovery in the mortgage and housing sector; S&P expects GDP to grow with continuing gains in employment; for consumer spending to increase, including on house purchases; and for housing starts to pick up. Because of all these factors, S&P's view of Radian's credit risk profile has improved. The upgrade on the holding company is linked to the upgrade on the underlying insurance operations. Although S&P continues to view the company's financial flexibility as constrained, it do not expect significant challenges for Radian to access debt markets to refinance its financial obligations, considering the ongoing recovery in its mortgage insurance operations. The ratings on Radian Mortgage Assurance Inc. were withdrawn at the company's request. The positive outlook reflects the potential for relative strengthening of the company's capitalization and reduction in financial leverage. S&P expects Radian to maintain its existing competitive position, supported by ongoing compliance with PMIERs, which should enable it to write new business and achieve operating performance in line with S&P's expectations as stated above. S&P could raise the ratings over the next six-12 months if it gets further comfort regarding the relative strength of the company's capitalization at the upper-adequate stress level from ongoing earnings accumulations and/or other management initiatives. This is in spite of an expected increase in exposure as a result of new business volumes and an anticipated increase in persistency partially offset by a decline in legacy exposure, assuming the macroeconomic environment remains supportive and financial leverage declines in line with S&P's expectations. S&P could lower the ratings over the next 12 months if it views capitalization to be materially below upper-adequate. This could result from an earnings disruption that causes capital build-up to slow down or be impaired including deterioration in the economy, or increased capital requirements resulting from higher-than-expected volumes of new business with an expanded risk profile, or from an increase in financial leverage. Further downside risk emanates from the potential for contingent liabilities that stretches Radian's resources materially or if the company faces challenges in accessing capital markets. RICEBRAN TECHNOLOGIES: Losses, Negative Cash Flows Raise Doubt -------------------------------------------------------------- RiceBran Technologies posted a net loss of $1,570,000 for the three months ended Sept. 30, 2015, compared with a net loss of $4,929,000 for the same period in 2014. "In 2014 and the first nine months of 2015, we continued to experience losses and negative cash flows from operations which raises substantial doubt about our ability to continue as a going concern," W. John Short, chief executive officer, and Jerry Dale Belt, chief financial officer of the company disclosed in a November 12, 2015 regulatory filing with the U.S. Securities and Exchange Commission. "We believe that we will be able to obtain additional funds to operate our business, should it be necessary, however, there can be no assurances that our efforts will prove successful." Messrs. Short and Belt related: "In January 2014, we completed the acquisition of Healthy Natural, Inc. (HN), the operations of which are accretive to cash flows. Our Brazilian subsidiary, Industria Riograndens De Oleos Vegetais Ltda. (Irgovel), recently completed the final stages of a major capital expansion. Throughout 2014, significant cash was used during the shutdown period and subsequent restart of the plant. Operations at Irgovel have begun to improve during the third quarter of 2015, such that Irgovel should continue to improve its gross profit margins in the latter portion of 2015 subject to raw bran availability. However, there are no assurances that this will occur. "On May 12, 2015, we entered into an $8 million senior secured credit facility agreement consisting of a $3.5 million maximum working capital revolver and two term loan tranches. These funds are being used for working capital and capital expenditure needs in both of our operating segments. Pursuant to this agreement, cash contributions to the Brazil segment, exclusive of any release of restricted cash, may not exceed $2.0 million, all of which has been funded. In addition to these funds, we are seeking to confirm an arbitration award issued in Brazil which would release to us approximately $1.9 million in an escrow account associated with the purchase of Irgovel. "On November 3, 2015, we entered into a forbearance and amendment agreement with a lender that amends our financial covenants. As part of that agreement we are required to use $1.0 million of the funds released to pay down a senior secured term loan." At Sept. 30, 2015, the company had total assets of $35,500,000, total liabilities of $27,163,000, and total equity attributable to RiceBran shareholders of $8,142,000. A full-text copy of the company's quarterly report is available for free at: http://tinyurl.com/h298cky RiceBran Technologies is a human food ingredient, functional food ingredient, packaged functional food and animal nutrition company. The Scottsdale, Arizona-based company is focused on processing and marketing healthy, natural and nutrient dense products derived from raw rice bran (RRB), an underutilized by-product of the rice milling industry. RIVER CREE: DBRS Confirms 'BB' Issuer Rating -------------------------------------------- DBRS Limited has confirmed the Issuer Rating and the Senior Secured 2nd-Lien Notes (the Notes) rating of River Cree Enterprises Limited Partnership (River Cree or the Company) at BB (low) and B (high), respectively, both with Stable trends. The Notes have a recovery rating of RR5. The confirmation is based on the Company’s relatively stable operating performance in a challenging macroeconomic environment over the last year. The ratings reflect an emphasis on River Cree's single asset and market concentration and are also based on the significant benefits from the Company’s First Nations status and its leading market position. River Cree's earnings profile continues to be supported by the high quality of its property relative to local competitors as well as the significant advantages of its First Nations status. Earnings have been negatively affected in 2015 by the closure of the Company’s entertainment venue, challenging weather and softened economic conditions in Alberta. As a result, EBITDA margins weakened materially because of increased promotional offerings to preserve market share, which remained steady near 31%. River Cree’s adjusted EBITDA, which includes First Nations Development Fund (FNDF) proceeds, decreased to $56 million for the last 12 months ended September 30, 2015, from $59 million in 2014. Proceeds from the FNDF have been more than sufficient to fund 90% (the maximum allowable percentage) of the Company’s debt service requirements on its term loan and notes and the Company has used its cash and free cash flow to fund the remaining amortization payments. Gross debt-to-EBITDA and EBITDA coverage have weakened moderately to 4.2 times (x) and 2.3x from 3.9x and 2.5x, respectively. DBRS expects River Cree's earnings profile to remain steady over the near to medium term as the Company maintains its leading market share and revenue/earnings growth moderates. Despite the softened economic conditions in Western Canada, DBRS expects moderate revenue growth in the low single digits based on increasing customer traffic from promotional activity and the newly opened entertainment venue. DBRS believes that margins will remain similar to 2015 levels as revenue gains will likely be offset by higher marketing and promotional costs. As such, DBRS expects adjusted EBITDA to grow in the low single digits to approximately $60 million in 2016. DBRS expects River Cree's financial profile to remain stable over the medium term as the Company modestly increases its cash-generating capacity and uses FNDF proceeds to fund 90% of debt service on its term loan and notes, including scheduled repayments. DBRS estimates that operating EBITDA will grow moderately to approximately $9 million in 2016, more than sufficient to fund the $1 million of maintenance capital expenditures not covered by the FNDF proceeds and the remaining 10% of debt service requirements of approximately $3 million. As such, DBRS believes that surplus operating EBITDA will amount to $5 million in 2016. As a result of the above, DBRS expects key credit metrics to improve slightly and remain well placed within the current rating category. S.G.F. PROPERTIES: SEFCU's Bid for Stay Pending Appeal Denied ------------------------------------------------------------- Judge Mae A. D'Agostino of the U.S. District Court for the Northern District of New York denied the motion filed by the State Employees Federal Credit Union ("SEFCU") to stay the enforcement of a portion of an order of the U.S. Bankruptcy Court entered on April 20, 2015, pending the disposition of SEFCU's appeal of that order. On April 20, 2015, bankruptcy Judge Littlefield issued an order confirming the second amended plan of reorganization of S.G.F. Properties, LLC and Faragon Properties, LLC, which included the terms of a stipulation entered into by the parties after their mediation/settlement conference. The stipulation, incorporated as "Schedule B", contained a disputed provision, paragraph "k", which related to the release of the mortgage encumbering the Locust Park Parcel. SEFCU appealed the order. On June 17, 2015, SEFCU applied to Judge Littlefield for an order staying enforcement of the April 20, 2015 order, pending appeal. The motion requested limited relief to stay only the disputed final portion of paragraph "k" of Schedule B. SEFCU contended that, absent a stay, it will suffer irreparable injury because of the potential mooting of its pending appeal. The bankruptcy court denied SEFCU's request. On appeal, Judge D'Agostino agreed with Judge Littlefield that SEFCU failed to prove that it would suffer irreparable injury or that it has a substantial possibility of success on the merits of the appeal. Judge D'Agostino found that even if Locust Park Parcel is released, SEFCU's claim against the appellees is still secured by properties valuing in excess of the indebtedness. The judge also found that Judge Littlefield's decision that SEFCU did not have a substantial possibility of success on the merits was not an abuse of discretion. The case is STATE EMPLOYEES FEDERAL CREDIT UNION, also known as SEFCU, Appellant, v. S.G.F. PROPERTIES, LLC; FARAGON PROPERTIES, LLC, Appellees, NO. 1:15-CV-00418. (MAD) (N.D.N.Y.). A full-text copy of Judge D'Agostino's Nov. 25, 2015 memorandum-decision and order is available at http://is.gd/Hhksk0 from Leagle.com. State Employees Federal Credit Union is represented by: Louis Levine, Esq. MELVIN, MELVIN LAW FIRM 217 South Salina Street Syracuse, NY 13202-1390 Tel: (315) 422-1311 E-mail: llevine@melvinlaw.com S.G.F. Properties, LLC and Faragon Properties, LLC, are represented by: Francis J. Brennan, Esq. NOLAN, HELLER LAW FIRM 39 N. Pearl Street, 3rd Floor Albany, NY 12207 Tel: (518) 449-3300 Fax: (518) 432-3123 E-mail: fbrennan@nolanandheller.com SABINE OIL: Creditors Object to Performance Award Program --------------------------------------------------------- The Official Committee of Unsecured Creditors, Wilmington Trust, N.A., and Bank of America, N.A., object to the performance award program proposed by Sabine Oil & Gas Corp., et al., for several employees. To recall, the U.S. Bankruptcy Court for the Southern District of New York, on Aug. 21, 2015, the Debtors sought approval of two distinct employee incentive plans: (a) the performance award program and (b) the fixed bonus award program. On Sept. 10, 2015, the Court approved, without objection, the fixed bonus award program, which provides fixed cash bonuses to the Debtors' non-officer employees. At the Debtors' unopposed request, the Court adjourned the motion as it relates to the performance award program, to provide the debtors and other interested parties additional time to discuss the plan. The Committee complains that the Debtors have failed to adopt the the key employee incentive program it proposes and continuing instead to seek the Court's approval of their Performance Award Program. The Committee encourages the introduction of a KEIP that aligns its incentives with achieving objectives that will actually benefit the estates and all of their creditors, namely, a quick, efficient and attractive sale. The Committee believes that the Committee KEIP Proposal will incentivizes efforts intended to achieve that result. Wilmington Trust and BofA complain that the Performance Award Program is a retention program that does not meet the standards of Section 503(c)(1) of the Bankruptcy Code. This provision, according to Wilmington Trust and BofA, is intended to eradicate the notion that executives were entitled to bonuses simply for staying with the Company through the bankruptcy process. Similarly, Wilmington Trust and BofA point out, Section 503(c) limits the scope of key employee retention plans and other programs providing incentives to management of the debtors as a means of inducing management to remain employed by the debtor. The cost of the Performance Award Program is not reasonable because it provides the Senior Management Team with significant raises over their 2014 compensation for which the Debtors failed to justify why any of the Insiders should potentially be compensated for their work during the Chapter 11 Case in an amount greater than their prepetition remuneration, Wilmington Trust and BofA assert. Debtors, First Lien Agent Address Objections The Debtors argue that the Committee's objection focuses exclusively on its desire to incentivize a quick sale of the Debtors' businesses and asserts that the Performance Award Program should be replaced with a compensation plan tied to sale-related milestones. The Debtors assert that, contrary to the objections of Wilmington Trust and BofA, the Performance Award Program is affirmatively and appropriately incentivizing in as much as the performance targets were and remained challenging, with no guarantee that the Debtors will achieve them “given the present-day complexity and volatility of the E&P sector" and given that the Debtors have less than eleven months of experience as a newly combined entity. The Debtors maintain that they have consistently taken steps to build consensus regarding the Performance Award Program among the key stakeholders in these cases. Accordingly, they discussed the program with all of their significant constituencies and implemented changes to address constituents' individual concerns, the Debtors tell the Court. Most recently, the Debtors developed the “Emergence Adjustment Factor” following input from and discussions with the Second Lien Agent and the Committee. Wells Fargo Bank, National Association, the first lien agent, in response to the Committee's objection, argues that the Committee's objections is a premature and unfounded speculation about the outcome of the Chapter 11 Cases. The Committee, according to the First Lien Agent, is prejudging the outcome of the cases before it has had the benefit of a single deposition. The Committee's purported solution is no solution at all because the Debtors should not be compelled to pursue a naked sale of their operating assets in the existing market conditions, particularly without a stalking horse bidder in place as the Committee advocates, the First Lien Agent tells the Court. The Debtors are represented by: Paul M. Basta, Esq. Jonathan S. Henes, Esq. Christopher Marcus, Esq. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 601 Lexington Avenue New York, New York 10022 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 Email: paul.basta@kirkland.com jonathan.henes@kirkland.com christopher.marcus@kirkland.com -- and -- James H.M. Sprayregen, Esq. Gabor Balassa, Esq. Ryan Blaine Bennett, Esq. A. Katrine (Katie) Jakola, Esq. Brad Weiland, Esq. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 300 North LaSalle Street Chicago, Illinois 60654 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 Email: james.sprayregen@kirkland.com gabor.balassa@kirkland.com ryan.bennett@kirkland.com katie.jakola@kirkland.com brad.weiland@kirkland.com 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 Email: Mark.Somerstein@ropesgray.com Keith.Wofford@ropesgray.com Ross.Martin@ropesgray.com Wilmington Trust, N.A., is represented by: Alan W. Kornberg, Esq. Brian S. Hermann, Esq. Kyle J. Kimpler, Esq. Kellie A. Cairns, Esq. PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP 1285 Avenue of the Americas New York, New York 10019-6064 Telephone: (212) 373-3000 Facsimile: (212) 757-3990 Email: akornberg@paulweiss.com bhermann@paulweiss.com kkimpler@paulweiss.com kcairns@paulweiss.com First Lien Agent Wells Fargo Bank, National Association, is represented by: Margot B. Schonholtz, Esq. Robert H. Trust, Esq. LINKLATERS LLP 1345 A venue of the Americas New York, NY 10105 Telephone: (212) 903-9000 Facsimile: (212) 903-9100 Email: margot.schonholtz@linklaters.com robert.trust@linklaters.com About Sabine Oil & Gas 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. SCHOPFS HILLTOP: Case Summary & 17 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Schopf's Hilltop Dairy, LLC 5169 Cty Rd. I Sturgeon Bay, WI 54235 Case No.: 15-33333 Chapter 11 Petition Date: December 14, 2015 Court: United States Bankruptcy Court Eastern District of Wisconsin (Milwaukee) Judge: Hon. Michael G. Halfenger Debtor's Counsel: John W. Menn, Esq. STEINHILBER, SWANSON, MARES, MARONE & MCDERMOTT 107 Church Ave, PO Box 617 Oshkosh, WI 54903 Tel: 920-426-0456 Fax: 920-426-5530 Email: jmenn@oshkoshlawyers.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Dennis W. Schopf, member. A list of the Debtor's 17 largest unsecured creditors is available for free at http://bankrupt.com/misc/wieb15-33333.pdf SIGA TECHNOLOGIES: Creditors Fight Bid to Maintain Control of Case ------------------------------------------------------------------ Jonathan Randles at Bankruptcy Law360 reported that creditors of government contractor SIGA Technologies are challenging the Debtor's attempt to maintain control of its Chapter 11 bankruptcy into the new year, saying in court papers filed Dec. 10, 2015, in Delaware that SIGA has drawn out negotiations with creditors as it has attempted to overturn a $195 million judgment to its adversary PharmAthene. SIGA's statutory creditors committee filed an objection to the Debtor's request to extend for 45 more days the exclusive period in which it can file a Chapter 11 reorganization plan. About SIGA Technologies Publicly held SIGA Technologies, Inc., with headquarters in Madison Avenue, New York, is a biotech/pharmaceutical company that specializes in the development and commercialization of solutions for serious unmet medical needs and biothreats. SIGA's lead product is Tecovirimat, also known as ST-246, an orally administered antiviral drug that targets orthopoxviruses. SIGA sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 14-12623) on Sept. 16, 2014, in Manhattan. The case is assigned to Judge Sean H. Lane. The Debtor has tapped Weil, Gotshal & Manges LLP, as counsel, and Prime Clerk LLC as claims agent. The Debtor's Chapter 11 plan and disclosure statement are due May 14, 2015. The Debtor disclosed total assets of $131,669,746 and $7,954,645 in liabilities as of the Chapter 11 filing. The Statutory Creditors' Committee is represented by Martin J. Bienenstock, Esq., Scott K. Rutsky, Esq., and Ehud Barak, Esq., at Proskauer Rose LLP. The Committee tapped to retain Guggenheim Securities, LLC, as its financial advisor and investment banker. SIGA TECHNOLOGIES: Files Consensual Plan of Reorganization ---------------------------------------------------------- SIGA Technologies, Inc., a company specializing in the commercialization of solutions for serious unmet medical needs and biothreats, on Dec. 15 disclosed that it filed its Chapter 11 Plan under chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of New York. The Plan is subject to confirmation by the Bankruptcy Court in accordance with the provisions of the Bankruptcy Code. The Plan, which is supported by the Official Committee of Unsecured Creditors, will enable SIGA to emerge from chapter 11 and to continue the litigation of its dispute with PharmAthene, Inc. without posting a bond or other security, until that litigation is finally determined. Pursuant to the Plan: * Prepetition unsecured claims (other than PharmAthene's claim) will be paid in cash in full; * Once PharmAthene's claim has been finally determined through completion of the ongoing litigation, SIGA will have 120 days (subject to a possible 90 day extension) to select one of the following options to treat PharmAthene's claim under the Plan: 1. Payment in full in cash, including accrued interest; 2. Compliance with the terms of the order finally determining the claim (for example, if such order provides for the payment of a royalty stream); 3. Delivery to PharmAthene of 100% of newly-issued stock of SIGA, with all existing shares of SIGA's common stock being cancelled with no distribution to existing shareholders on account thereof; or 4. Such other option as the parties may mutually agree. SIGA will be required to comply with certain affirmative and negative covenants from the date the Plan becomes effective until the covenants are terminated as provided under the Plan, and if SIGA breaches any covenant, PharmAthene is entitled to exercise certain remedies provided in the Plan. About SIGA Technologies Publicly held SIGA Technologies, Inc., with headquarters in Madison Avenue, New York, is a biotech/pharmaceutical company that specializes in the development and commercialization of solutions for serious unmet medical needs and biothreats. SIGA's lead product is Tecovirimat, also known as ST-246, an orally administered antiviral drug that targets orthopoxviruses. SIGA sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 14-12623) on Sept. 16, 2014, in Manhattan. The case is assigned to Judge Sean H. Lane. The Debtor has tapped Weil, Gotshal & Manges LLP, as counsel, and Prime Clerk LLC as claims agent. The Debtor's Chapter 11 plan and disclosure statement are due May 14, 2015. The Debtor disclosed total assets of $131,669,746 and $7,954,645 in liabilities as of the Chapter 11 filing. The Statutory Creditors' Committee is represented by Martin J. Bienenstock, Esq., Scott K. Rutsky, Esq., and Ehud Barak, Esq., at Proskauer Rose LLP. The Committee tapped to retain Guggenheim Securities, LLC, as its financial advisor and investment banker. SOLAVEI LLC: Judge Awards $346,000 Legal Fees in Stream Litigation ------------------------------------------------------------------ Judge Craig Smith of the 192nd District Court on Dec. 4 awarded Stream over $346,000 in legal fees arising out of the factual circumstances underlying the filing by Solavei of a January 2015 lawsuit falsely claiming misappropriation of trade secrets. Under the Texas Uniform Trade Secrets Act, a court is entitled to grant attorney's fees to a prevailing party such as Stream when claims of trade secret misappropriation are found to have been made in bad faith. This award of fees to Stream follows directly from a June 2015 determination by the District Court that Solavei had no evidence whatsoever to support charges that Stream had used Solavei's intellectual property to launch its mobile phone service offering. "The court's order resoundingly reinforces what we have insisted from the commencement of this dispute: that Solavei's allegations were baseless and maliciously designed to interfere with the nationwide launch of Stream's mobile business," said Mark "Bouncer" Schiro, president and CEO, Stream. "With this final vindication, our Associates can rest assured that this lawsuit soon will be history." In the aftermath of failed transactional talks with Stream, during June 2014 Solavei sought protection from its creditors under Chapter 11 of the Federal Bankruptcy Code. Over the past year Solavei has sought at length to reorganize both its finances and operations, but finally announced last month the discontinuation of its own mobile telephone service operations effective December 4, 2015. About Stream Stream Energy, headquartered in Dallas, TX, is a nationwide provider of essential services, including Energy Services, Mobile Services and Protective Services. Stream innovated the energy market in 2005 by applying a direct selling model to energy, generating more than $7 billion in total revenue in just ten years. A consistently ranked top direct selling company globally (9th largest in North America in 2014), Stream provides its Independent Associates with the opportunity to earn additional income by selling Stream's services. SPRINGMORE II: Directed by Court to Finalize Sale of Virginia Hotel ------------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Western Virginia approved an agreed order directing Springmore II, LLC, to finalize the sale of the real property located at 140 Lithia Road, in Wytheville, Virginia. The Troubled Company Reporter, on April 28, 2015, reported that the Bankruptcy Court authorized the Debtor to sell its hotel, including all personal property therein, located at 140 Lithia Road, Wytheville, Virginia, to Bob and Remile Patel, or their assigns, for $715,000. On Oct. 20, 2014, the Debtor entered into a purchase and sale agreement with Bob and Remile Patel. Mr. and Ms. Patel are in no way related to the Debtor or its principals and the agreement was negotiated at arm's length. The property conveyed includes the real estate and all furniture, fixtures, equipment and any other personal property of any kind, excluding the Debtor's cash accounts and receivables. At the time of the bankruptcy filing, the Debtor estimated the market value of the Property at $1,500,000. The purchasers have agreed to pay a $5,000 earnest money deposit upon the agreement of their lender to finance the transaction. The Court also ordered that the renewed motion for relief from the automatic stay and for abandonment of property filed by City National Bank of West Virginia is automatically granted and the automatic stay will be lifted and City will be permitted to proceed with foreclosure on the property if the sale of the property is not finalized by Nov. 20. About Springmore II LLC Bettye J. Morehead, Brown Edwards & Co., and DBK Investments & Development Corporation, filed an involuntary petition for Chapter 11 against Wytheville, Virginia-based Springmore II, LLC (Bankr. S.D. W.Va. Case No. 13-50064) on April 1, 2013. Judge Ronald G. Pearson presides over the case. Joe M. Supple, Esq., at Supple Law Office, PLLC, in Point Pleasant, West Virginia, represents the petitioners as counsel. The Court entered a default order for relief on May 1, 2013. George L. Lemon, Esq., represents the Debtor as counsel. The U.S. Trustee has been unable to appoint a committee of unsecured creditors. SPRINT INDUSTRIAL: S&P Lowers CCR to 'CCC', Outlook Negative ------------------------------------------------------------ Standard & Poor's Ratings Services said that it has lowered its corporate credit rating on Houston-based specialty equipment rental company Sprint Industrial Holdings LLC by three notches to 'CCC' from 'B'. The outlook is negative. At the same time, S&P lowered its issue-level rating on the company's first-lien term loan to 'CCC+' from 'B+'. The '2' recovery rating remains unchanged, indicating S&P's expectations of substantial (70%-90%; lower end of the range) recovery in the event of a payment default. In addition, S&P lowered its issue-level rating on Sprint's second-lien term loan to 'CC' from 'CCC+'. The '6' recovery rating remains unchanged, indicating S&P's expectation of negligible (0%-10%) recovery in a default. "The downgrade reflects our view that it will be difficult for Sprint to remain compliant with its financial covenants if the company does not secure an amendment or waiver in the near term," said Standard & Poor's credit analyst Sarah Wyeth. "The company's use of debt to fund its elevated capital spending and an acquisition during 2014, combined with weaker-than-expected conditions in its end markets, has increased the likelihood that Sprint will be unable to remain compliant with its covenants." The negative outlook on Sprint reflects the possibility that S&P could lower its ratings on the company if a default appears to be inevitable over the next six months. S&P could lower its rating on Sprint if it becomes apparent that the company will breach its covenants and will not be able to secure a waiver or amendment to prevent or cure the breach. S&P could raise its rating on Sprint if the company successfully amends its financial covenants, reducing the likelihood that it will default over the ensuing 12 months. SQUARETWO FINANCIAL: S&P Lowers ICR to 'CCC', on Watch Negative --------------------------------------------------------------- Standard & Poor's Ratings Services said it lowered its issuer credit rating on SquareTwo Financial Corp. to 'CCC' from 'B-' and placed the rating on CreditWatch with negative implications. Concurrently, S&P lowered its issue-level rating on the company's $290 million senior second-lien notes to 'CCC-' from 'B-' and placed the rating on CreditWatch negative. S&P lowered the recovery rating to '5', indicating S&P's expectation for "modest" (10%-30%, high end of the range) recovery for lenders in the event of payment default, from '4', which indicated S&P's expectation for "average" (30%-40%) recovery. "The rating actions reflect our belief that SquareTwo's continued poor financial performance may cause it to breach a covenant on its senior revolving credit facility when it reports year-end financials," said Standard & Poor's credit analyst Shakir Taylor. "We also believe its weak performance may make it difficult for it to either refinance or extend the facility beyond its April 2016 maturity." SquareTwo's financial performance, from a revenue and profitability perspective, has steadily weakened during the past several years as its purchases of charged-off receivables have declined as a result of reduced supply availability and higher prices. In the 12 months ended Sept. 30, 2015, the company's EBITDA (including collections applied to principal) was $166 million, 1% above the covenant minimum. The company's underperformance, in S&P's view, significantly heightens the chances trailing EBITDA will fall below $165 million, which would cause a covenant breach based on year-end financials. The company already amended its debt covenants once for the senior revolving credit facility in November 2014, lowering the trailing-12-months EBITDA to $165 million from $200 million, and may need to amend its covenants again by the end of first-quarter 2016. If the covenant is breached, S&P is uncertain whether the lenders on the facility would be willing to grant the company a waiver or amend the covenant. S&P also do not know whether they will be willing to extend the facility beyond April 2016. If SquareTwo is unable to extend or replace the revolving facility, S&P believes it would default. In 2016, S&P expects negative market dynamics in the collections industry to persist as SquareTwo's industrywide volumes remain suppressed. S&P believes that the company's financial performance will likely remain under pressure as industry conditions also remain weak. The CreditWatch negative reflects S&P's belief that the company is likely to default by April 2016 unless it can avoid violating the EBITDA covenant and is able to refinance or extend the senior revolving facility. S&P could lower the rating further if SquareTwo's year-end EBITDA falls below $165 million and its lenders show no willingness to grant the company a waiver or covenant amendment. S&P also will lower the rating prior to April 2016 if the company is unable to show progress in either refinancing or extending the credit facility. In contrast, S&P could resolve the CreditWatch by affirming or raising the rating if the company is able to extend its bank facility, improve its financial covenant cushion, or take other actions to improve its credit profile. STEARNS HOLDINGS: S&P Affirms 'B+' ICR, Off Watch Negative ---------------------------------------------------------- Standard & Poor's Ratings Services said it removed its ratings on Stearns Holdings LLC from CreditWatch, where S&P listed them on Aug. 18 with negative implications. S&P affirmed its 'B+' issuer credit and senior secured ratings on Stearns. The outlook is negative. Stearns announced that it finalized the sale of a majority stake in the company to the Blackstone Group. "We view controlling positions by a financial sponsor negatively based on the intrinsic characteristics and aggressive nature of a financial sponsor's strategies, which generally include short-term holding periods and the use of debt to maximize shareholder returns," said Standard & Poor's credit analyst Stephen Lynch. "Although Stearns' current indentures limit additional indebtedness to a degree, we believe that, over time, Blackstone could refinance the debt and increase the firm's leverage. The acquisition itself, however, will not immediately cause leverage to rise." The negative outlook on Stearns reflects uncertainty over how Blackstone will influence the growth and capital structure at Stearns. The negative outlook also takes into account S&P's belief that total origination volume could contract by up to 20% in 2016 and hurt Stearns' earnings. S&P could lower its rating on Stearns if the company pursues a more aggressive growth strategy, if earnings begin to substantially deteriorate, or if leverage -- measured as debt to EBITDA -- approaches 5x. S&P could also lower the rating if the company is forced to sell significantly more mortgage servicing rights than it retains in order to generate liquidity, which is not S&P's current expectation. An upgrade is unlikely over the next one to two years. S&P could raise the rating over time if the company reduces its leverage and decreases its earnings volatility without altering the long-term prospects of its fundamental business model. STRATA ENERGY: Chapter 15 Case Summary -------------------------------------- Chapter 15 Petitioner: The Fuller Landau Group Inc. Chapter 15 Debtors: Strata Energy Services Inc. 15-20821 27312-245 TWP Rd 394 Blackfalds, AB T0M 0J0 Strata Services International Inc. 15-20822 4194 West 5th Street Cheyenne, WY 82007 Type of Business: Provider of oilfield services with a special focus on managed pressure and underbalanced drilling, and provides an array of oil-and-gas products and services to their clients. Chapter 15 Petition Date: December 14, 2015 Court: United States Bankruptcy Court District of Wyoming (Cheyenne) Judge: Hon. Cathleen D. Parker Chapter 15 Petitioner's Counsel: Gregory C. Dyekman, Esq. DRAY, DYEKMAN, REED & HEALEY, P.C. 204 East 22nd Street Cheyenne, WY 82001-3799 Tel: 307-634-8891 Fax: 307-634-8902 Email: greg.dyekman@draylaw.com - and - Timothy L. Woznick, Esq. DRAY, DYEKMAN, REED & HEALEY, P.C. 204 East 22nd Street Cheyenne, WY 82001-3799 Tel: (307) 634-8891 Fax: (307) 634-8902 Email: Tim.Woznick@draylaw.com Estimated Assets: Not Indicated Estimated Debts: Not Indicated SUNTECH AMERICA: Exclusive Solicitation Period Extended to March 9 ------------------------------------------------------------------ Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the District of Delaware extended until Jan. 7, 2016, the period by which Suntech America, Inc., et al., have exclusive right to file a Chapter 11 plan and until March 9, 2016, the period by which the Debtors have exclusive right to solicit acceptances of that plan. In support of their request for an extension, the Debtors stated that "although steps towards a consensual plan remain the Debtors' goal, the Debtors must retain the ability to focus on the remaining items that are important to their emergence from chapter 11 without the distraction, disruption, and expense of competing chapter 11 plans. Among other items, the Debtors must resolve significant and complex claims that have been asserted against the Debtors' estates, including Wuxi's disputed claim and warranty claims that implicate Wuxi." The Official Committee of Unsecured Creditors initially objected to the Debtors' request for an extension of the exclusive periods. The Committee, on Dec. 10, withdrew its objection without prejudice. The Committee is represented by: David M. Fournier, Esq. Donald J. Detweiler, Esq. John H. Schanne II, Esq. PEPPER HAMILTON LLP Hercules Plaza, Suite 5100 1313 N. Market Street Wilmington, DE 19899-1709 Tel: (302) 777-6500 Fax: (302) 421-8390 Email: fournierd@pepperlaw.com detweilerd@pepperlaw.com schannej@pepperlaw.com -- and -- Craig A. Wolfe, Esq. Malani J. Cademartori, Esq. SHEPPARD, MULLIN, RICHTER & HAMPTON LLP 30 Rockefeller Plaza New York, NY 10112 Tel: (212) 653-8700 Fax: (212) 653-8701 Email: cwolfe@sheppardmullin.com mcademartori@sheppardmullin.com About Suntech America Suntech America, Inc., and Suntech Arizona, Inc. filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case Nos. 15-10054 and 15-10056) on Jan. 12, 2015. Judge Christopher S. Sontchi presides over the case. Mark D. Collins, Esq., Paul Noble Heath, Esq., William A. Romanowicz, Esq., Zachary I Shapiro, Esq., at Richards, Layton & Finger, P.A., serve as the Debtors' bankruptcy counsel. Upshot Services LLC is the Debtors' claims and noticing agent. The Debtors estimated their assets at between $100 million and $500 million, and their debts at between $100 million and $500 million. Headquartered in San Francisco, California, Suntech America, aka Suntech Power, an affiliate of Wuxi, China-based Suntech Power Holdings Corp., was the main operating subsidiary of the Suntech Group in the Americas and its primary business purpose was acting as an intermediary for marketing, selling and distributing Suntech Group manufactured products. * * * Judge Christopher S. Sontchi will convene a hearing on Jan. 13, 2015 at 10:00 a.m. (prevailing Eastern Time) to consider whether Suntech America, Inc., et al.'s Combined Chapter 11 Plan of Liquidation and Disclosure Statement contains "adequate information" within the meaning of Section 1125(a) of the Bankruptcy Code. Responses and objections, if any, to the adequacy of the disclosures in the Combined Plan and Disclosure Statement must be filed on or before Dec. 18, 2015, at 4:00 p.m. (prevailing Eastern Time). In November 2015, the Debtors file a Combined Disclosure Statement and Chapter 11 Plan of Liquidation, which serve as the culmination of extensive negotiations between the Debtors, the Official Committee of Unsecured Creditors, The Solyndra Residual Trust and Wuxi Suntech Power Co., Ltd./Suntech Power Asia Pacific. Solyndra asserts a $1.5 billion Claim against the Debtors, and Wuxi asserts Claims against the Debtors in the aggregate amount of more than $145 million. The Debtors have agreed to settle the Wuxi and Solyndra Claims and agreed that the Claims will be Allowed in the amounts of $216,265,149 and $144,176,766, respectively, and Solyndra and Wuxi will receive a total Distribution of $10,312,500, plus 60% of the total value of any Additional Assets. A full-text copy of the Combined Plan and Disclosure Statement, dated Nov. 17, 2015, is available at http://bankrupt.com/misc/SUNTECHplan1117.pdf TECK RESOURCES: DBRS Cuts Issuer Rating to 'BB' ----------------------------------------------- DBRS Limited has downgraded the Issuer Rating and Senior Unsecured Notes rating of Teck Resources Limited to BB (high) from BBB and has maintained the Negative trends. The downgrade reflects the substantial weakening of the Company's financial metrics (especially its coverage metrics), which have fallen to well below investment-grade levels mainly due to large declines in key commodity prices, which are expected to remain weak in the near term. Additionally, Teck continues to fund its share of the Fort Hills oil sands project, which is expected to utilize construction funds through to the end of 2017, further depleting the Company’s financial resources. The continuation of the Negative trend reflects DBRS’s view that prices of Teck's key commodities are not expected to improve in the near term and may deteriorate further. Even before consideration of Teck's ongoing Fort Hills funding needs, the Company will be challenged in staunching negative net free cash flow deficits, adding to the pressure on its financial metrics. In addition, DBRS has established a recovery rating of RR3 for Teck's Senior Unsecured Notes, which corresponds to an estimated 60% to 80% recovery of principal amounts of the Senior Unsecured Notes under a hypothetical default scenario. The RR3 rating, in turn, results in no change (notching) to the rating of Teck's Senior Unsecured Notes. Teck's business risk profile has modestly improved over the last couple of years with the Antamina expansion completed, upgrades at Highland Valley and its Coal unit production capacity stable. Cost competitiveness has generally improved through cost-reduction programs and currency weakness at production locations but not as quickly as price reductions. Over the medium term, Teck's business profile is expected to improve through the addition of production from the Fort Hills oil sands project some time after 2017, if completed successfully, adding diversification through a long-life operation in a stable political jurisdiction. In the interim, the Company’s business profile is anchored in its competitive metallurgical coal, copper and zinc businesses. The Company's financial profile has deteriorated significantly since 2013 when net free cash flow, before Fort Hills' outlays, turned negative mainly due to: (1) the sharp drop of metallurgical coal and copper prices; (2) high non-Fort Hills capital expenditures (capex) in 2013 and, to a lesser extent, in 2014; and (3) high dividend payments (about $520 million per year 2013 and 2014). Additionally, the spending of $1.3 billion of Fort Hills project capex since sanctioning in 2013 has contributed to a $4.3 billion increase in net debt since the end of 2012. Higher gross debt, in part due to the impact of a weak Canadian dollar on U.S. dollar-denominated debt, and sharply lower EBITDA and operating cash flow have driven Teck's key financial metrics to well below investment-grade levels. In addition, Teck has indicated in its Q3 2015 report that as a result of deterioration of its credit ratings it may be required to deliver up to approximately $1.3 billion in letters of credit to secure certain contract obligations in its Copper and Energy businesses, which would reduce its credit availability if certain of its ratings remained non-investment grade. The near- to medium-term pricing outlook for metallurgical coal and copper remains challenged with recent capacity expansions flooding markets where demand is easing due to tepid economic growth. Given the challenging market environments and the added funding needs, the Company’s financial metrics are expected to face continued pressure. Even though the Company has moved to cut its semi-annual dividend level from $0.45 per share per share in 2014 to $0.05 per share currently and it continues to implement cost-reduction measures, including the possible closure of high-cost operations, it will be difficult to bring net free cash flow before Fort Hills outlays back into balance. Accordingly, a further build in debt beyond the Fort Hills investment or continued deterioration in financial metrics can be expected to lead to further negative rating actions. TPC GROUP: Moody's Lowers CFR to B3 & Revises Outlook to Stable --------------------------------------------------------------- Moody's Investors Service downgraded TPC Group Inc.'s Corporate Family Rating to B3 from B2. The downgrade results from the decline in earnings due to the lower oil price environment that has weakened the C4 business segment and the operational downtime of the new dehydrogenation facility that has contributed to earnings underperformance. Moody's believes that the protracted low oil price environment will delay improvement in earnings from the C4 business segment which increases earnings reliance on the recently-started-up dehydrogenation unit, and will cause leverage to remain elevated above 6.0x through the end of 2016. Liquidity has also declined as a result of lower earnings and reduced availability under the $250 million ABL revolver, which is reduced by lower A/R and inventory values in the diminished oil price environment. In conjunction with the downgrade of the CFR, Moody's also downgraded the Probability of Default rating (PDR) to B3-PD from B2-PD and affirmed the $805 million senior secured notes due 2020 at B3. The outlook was revised to stable from negative. Moody's took these actions: Ratings downgraded: TPC Group Inc. Corporate Family Rating - B3 from B2 Probability of Default Rating - B3-PD from B2-PD Ratings affirmed: $805 million 8.75% Gtd senior secured notes due 2020 at B3 (LGD4) Ratings outlook - Stable from Negative RATINGS RATIONALE TPC's CFR downgrade to B3 results from a decline in earnings due to the profitability erosion in the C4 business segment and the unanticipated downtime at the new dehydrogenation facility that has meaningfully lower 2015 performance versus expectations. As a result of the low oil price environment, weakness in the C4 segment will persist until oil and gasoline prices begin to strengthen, in 2017 at the earliest. The significantly reduced earnings contribution from the C4 segment results in virtually all earnings at TPC being generated by the Performance Products business segment and the dehydrogenation facility therein. It follows that the recent downtime at the dehydrogenation facility and subsequent earnings underperformance has delayed improvements to leverage and other credit metrics until later in 2016 and 2017. High leverage also weighs on the rating, Moody's expects TPC's Debt/EBITDA to end FY 2015 above 8.5x; current leverage of 11.0x for the LTM ending September 30, 2015 is higher due to the poor fourth quarter of 2014, which was impacted by extended refinery customer outages, while the dehydrogenation facility was still under construction. The company has 7% EBITDA margins, which Moody's expects to approach 10% as the dehydrogenation facility begins to operate reliably. The rating is also pressured by a decreased liquidity position, which has declined as a result of lower earnings and availability under the $250 million ABL revolver, which is reduced by the contraction in A/R and inventory values in the diminished oil price environment. The company's rating is supported by its Performance Products (PP) segment which is aided by the new dehydrogenation facility that uses low-cost and plentiful isobutane, found in natural gas, to produce isobutylene. Moody's expects the company to generate positive free cash flow in FY 2016 now that the large capital projects have been completed and with the dehydrogenation unit contributing meaningfully to earnings. TPC's adequate liquidity is supported by its cash balances of $5.5 million and $51 million cash flow from operations (for the twelve months ended Sept. 30, 2015), and the $50 million availability under the $250 million asset-backed revolving credit facility due 2017. Availability under the revolver has significantly decreased as a result of the lower oil price impact on accounts receivable and inventory. In response to the decrease in liquidity, TPC plans on putting an additional liquidity facility in place, which Moody's expects to be roughly $50 million in size and secured by the Performance Products' MTBE assets that do not currently secure the senior secured notes due 2020. Moody's expects overall liquidity to improve as TPC progresses into 2016 with dehydrogenation facility production and capital spending reductions enable the company to start generating positive free cash flow. However, in the near term liquidity will remain tight until cash generation improves and ABL borrowings are repaid. If the company fails to improve liquidity Moody's would view the liquidity to be weak and could consider a negative rating action or rating downgrade. The stable outlook reflects Moody's expectations that TPC will take steps to improve its liquidity position and that the dehydrogenation facility will perform well in 2016 and contribute to margins and earnings gains. The outlook assumes that management will reduce capital spending in 2016 such that there is minimal growth spending, a preservation of liquidity, and a focus on reliable operations of the new dehydrogenation facility. There is limited upside to the rating due to the company's elevated leverage metrics and negative free cash flow generation. Moody's would consider an upgrade once leverage was sustainably below 5.5x, positive Retained Cash Flow/Debt was maintained above 8%, and liquidity above $100 million was sustained. Conversely, if the company fails to improve liquidity by the first quarter 2016, doesn't show leverage improvement in early 2016, or experiences further earnings deterioration that results in leverage greater than 7.5x by FYE 2016 the ratings could be downgraded. Additionally, if the company were to experience a liquidity shortfall, the rating would be downgraded. The principal methodology used in these ratings was Global Chemical Industry Rating Methodology published in December 2013. TPC Group Inc. is a processor of crude C4 hydrocarbons (primarily butadiene, butene-1, isobutylene), differentiated isobutylene derivatives and nonene and tetramer. For its product lines, TPC is the largest independent North American producer. The company operates three Texas-based manufacturing facilities in Houston, Baytown, and Port Neches. Revenues were approximately $1.3 billion for the twelve months ended Sept. 30, 2015. TPC is owned by private equity funds managed by First Reserve Management, L.P. and SK Capital Partners. UNIVERSITY GENERAL: Proposed Postpetition Financing Partly Granted ------------------------------------------------------------------ Judge Letitia Z. Paul of the U.S. Bankruptcy Court for the Southern District of Texas, Galveston Division, partly granted the "Emergency Motion for Interim and Final Orders (I) Authorizing Secured Post-Petition Financing on a Super Priority Basis Pursuant to 11 U.S.C. Sections 363, 364, and 507(b); (II) Granting Relief from Automatic Stay Pursuant to 11 U.S.C. Section 362; (III) Granting Related Relief; and (IV) Scheduling a Final Hearing Pursuant to Bankruptcy Rule 4001" which was filed by the Debtors on Nov. 10, 2015. The Debtors, all direct or indirect subsidiaries of University General Health System, Inc., sought entry of an interim order approving $1.4 million in postpetition financing. The Debtors submitted a 26-page proposed interim order which would approve in full a proposed 109-page loan agreement between the debtors and White Oak Asset Finance, LLC ("White Oak"). The motion was opposed by Lancaster Pollard Mortgage Company, LLC ("Lancaster Pollard"), which argued that the court should not approve the full agreement without the consent of the United States Department of Housing and Urban Development ("HUD"). Judge Paul found that the Debtors and White Oak reached their agreement as to the proposed financing in good faith. On a preliminary basis, the judge concluded that Lancaster Pollard is adequately protected through the maintenance of its liens, and subordination of White Oak to Lancaster Pollard as to the property on which Lancaster Pollard asserts a lien. However, due to the Debtors' failure to keep HUD apprised of its efforts towards reorganization and their failure to promptly notify HUD in such a way as to enable it to participate at the preliminary hearing on the instant motion, Judge Paul decided that the question of adequate protection as to HUD will be considered only at the final hearing on the motion. The case is IN RE UGHS SENIOR LIVING, INC., et al., Debtors, CASE NO. 15-80399-G3-11 (Bankr. S.D. Tex.). A full-text copy of Judge Paul's Nov. 18, 2015 memorandum opinion is available at http://is.gd/rHXQTNfrom Leagle.com. UGHS Senior Living is represented by: John F. Higgins, IV, Esq. Aaron James Power, Esq. PORTER HEDGES LLP 1000 Main Street, 36th Floor Houston, TX 77002 Tel: (713) 226-6000 Fax: (713) 226-6265 E-mail: jhiggins@porterhedges.com apower@porterhedges.com About University General University General Health System, Inc., with headquarters in Houston, Texas, is a multi-specialty health care provider that delivers concierge physician- and patient-oriented services. UGHS and its consolidated subsidiaries operate, amongst others, a general acute care hospital, ambulatory surgical centers, hyperbaric wound care centers, diagnostic imaging centers, physical therapy centers, and senior living centers. UGHS owns the University General Hospital, a 72-bed, general acute care hospital in the heart of the Texas Medical Center in Houston, Texas. UGHS and its affiliated entities sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 15-31086) in Houston, Texas, on Feb. 27, 2015. The case is assigned to Judge Letitia Z. Paul. The Debtors have tapped John F Higgins, IV, Esq., Aaron James Power, Esq., and Joshua W. Wolfshohl, Esq., at Porter Hedges LLP, in Houston, Texas, as counsel. Upshot Services, LLC, is the claims and noticing agent. U.S. Trustee Judy A. Robbins formed a nine-member panel of unsecured creditors in the Chapter 11 cases of the Debtors. VICTORY NICKEL: Gets Notice of Default on Promissory Note --------------------------------------------------------- Victory Nickel Inc. on Dec. 14 announced the receipt of formal notice of default and demand for payment of principal and accrued interest from the holder of a US$3,000,000 unsecured promissory convertible note. As previously disclosed, the Company failed to pay quarterly interest payments due June 30, and September 30, 2015 on approximately US$6,000,000 of promissory convertible notes and on the US$5,150,000 securities purchase and line of credit agreement (the "SPA Loan"). The SPA Loan is secured by a general security agreement with first charge over all of the assets of the Company and its subsidiaries. The Company is considering the Notice and will provide an update when additional information is available. On an unrelated matter, the Company also advises that Steve Harapiak, President and COO, has decided to retire, effective immediately. Mr. Harapiak has been with the Company since 2008 and has been instrumental in advancing the feasibility study and permitting of the Minago nickel project in Manitoba. "On behalf of the Board of Directors I would like to thank Steve for his valuable contribution to Victory Nickel," said Rene Galipeau, Vice-Chair and CEO. "We will miss Steve and wish him a long and enjoyable retirement." About Victory Nickel Victory Nickel Inc. is a Canadian company with four sulphide nickel deposits containing significant NI 43-101-compliant nickel resources and a significant frac sand resource at its Minago project. Victory Nickel is focused on becoming a mid-tier nickel producer by developing its existing properties, Minago, Mel and Lynn Lake in Manitoba, and Lac Rocher in northwestern Quebec, and by evaluating opportunities to expand its nickel asset base. Through a wholly-owned subsidiary, Victory Silica Ltd., Victory Nickel is establishing a presence in the frac sand market prior to commencing frac sand production and sales from Minago. WALTER ENERGY: UMWA Funds Objects to Bid to Reject CBA ------------------------------------------------------ UMWA Funds, including (i) The United Mine Workers of America 1974 Pension Plan and Trust; (ii) the United Mine Workers of America 1993 Benefit Plan; (iii) the United Mine Workers of America 2012 Retiree Bonus Account Plan; (iv) the United Mine Workers of America Cash Deferred Savings Plan of 1988; (v) the United Mine Workers of America Combined Benefit Fund; and (vi) the United Mine Workers of America 1992 Benefit Plan object to Walter Energy, Inc., et al.'s motion for authority to (a) reject collective bargaining agreements; (b) implement final labor proposals; and (c) terminate retiree benefits. According to the the UMWA Funds, granting that relief would impose financial harm on the UMWA Funds, shift the cost of providing health and retirement benefits from the Debtors to other employers in the coal industry, and threaten the health insurance and retirement income of thousands of retired coal miners and their families, including those who worked for other employers in the coal industry but who depend on the UMWA Funds for their benefits. The UMWA Funds are a group of multiemployer employee benefit plans and trusts that provide health insurance and retirement income benefits to retired coal miners and their families. Certain of the Debtors are obligated to the UMWA Funds, either pursuant to the Coal Industry Retiree Health Benefit Act of 1992, or pursuant to collective bargaining agreements with the United Mine Workers of America. BankruptcyData reported that the UMWA Funds explained, "Having engaged in a hollow bargaining process, the Debtors sought relief in the motion that allows for complete termination of the UMWA CBA. Retirees face a future life without promised health care, pension, and other benefits, including but not limited to the funding obligations to UMWA Retirees pursuant to the Coal Act, and the defined benefit multiemployer UMWA 1974 Pension Plan obligations owed pursuant to the UMWA CBA. In contrast, (i) senior management received encouragement in the form of up to $2 million in KERP bonuses designed to extend beyond the proposed Sale closing -- so promises of further employment; (ii) the First Lien Lenders will receive control over the Debtors' 'good assets'; and (iii) trade creditors will continue to benefit from a mining customer....Contrary to the suggestions made in the Motion, the UMWA consistently negotiated in good faith, and continued to do so with respect to the November Proposal by offering to allow JWR to terminate its obligations under the UMWA CBA effective once negotiations wrapped up with the Buyer and the union ratified a new collective bargaining agreement with the Buyer and the Sale closed….As a threshold matter, relief under sections 1113 and 1114 of the Bankruptcy Code is not appropriate here because the Debtors are selling substantially all of their assets and likely soon thereafter converting to a chapter 7 liquidation or proposing a liquidating plan, as opposed to reorganizing." The Debtors, in their motion, said that they will reject, in their entirety, the UMWA CBA, the June 2011 Contract between the UMWA and the BCOA, andthe USW CBA, an Agreement dated March 25, 2010 between the USW on behalf of Local Union No. 12014 and Walter Coke. The Debtors has asked 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 told 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 told the Court that these Retiree Benefits include those owed under: (i) the UMWA CBA which, as of Dec. 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 costs the Debtors $800,000 per month. 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 of certain unaffiliated lenders and holders of the majority in amount of the Debtors' first lien secured obligations a going-concern sale of substantially all of their Alabama coal operations 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. In this relation, 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' 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. 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. WATTENBERG OIL: Involuntary Chapter 11 Case Summary --------------------------------------------------- Alleged Debtor: Wattenberg Oil & Gas Investment Group, LLC 20 Industrial Parkway Carson City, NV 89706 Case Number: 15-51635 Involuntary Chapter 11 Petition Date: December 14, 2015 Court: United States Bankruptcy Court District of Nevada (Reno) Judge: Hon. Bruce T. Beesley Petitioners' Counsel: Kevin A. Darby, Esq. DARBY LAW PRACTICE, LTD. 4777 Caughlin Pkwy Reno, NV 89519 Tel: (775) 322-1237 Fax: (775) 996-7290 Email: kad@darbylawpractice.com Petitioners Nature of Claim Claim Amount ----------- --------------- ------------ Arkansas Urology, Loan/Promissory $2,008,168 PA PSP & 401k Note Gerard Geosciences, Inc./ Loan/Promissory $1,100,000 Gerard Family, LLC Note Leo & Meilinda Gerard John Atkins Loan/Promissory $750,000 2803 Breckenridge Note Little Rock, AR 72227 Donald Keith Mooney 4109 Longview Road Little Rock, AR 72212 Leo C Gerard 4031 East 115th Place Thorton, CO 80233 Mark Thurman $10,000 111 Maylou Terrace Hot Springs, AR 71913 Jay Atkins $20,000 2803 Breckenridge Drive Little Rock, AR 72227-2915 WR Bob Atkins $20,000 317 W. Longhills Rd Benton, AR 72015-1695 Matt Jessen $25,000 17550 391st. Avenue Redfield, SD 57469 Mike Jessen $25,000 17325 391st. Avenue Redfield, SD 57469 Bill Nachalito $480,000 249 E Elgin St. Spearfish, SD 57783 WRIGHTWOOD GUEST: Seeks Authority to Use Cash Collateral -------------------------------------------------------- Wrightwood Guest Ranch, LLC, seeks authority from the U.S. Bankruptcy Court Central District of California to use cash collateral to fund, operate and maintain its business and pay critical expenses during the pendency of the Chapter 11 case. According to the Debtor, without the use of cash collateral, it will be unable to pay certain obligations necessary to operate and maintain the property, including but not limited to payment of real property tax, utilities or pay employees and will have to cease operations which will result in substantial harm to the estate and creditors. Denial of the cash collateral motion does not benefit any creditor constituency but it would cause significant harm to the Debtor's business operations, added the Debtor. Additionally, the Debtor offers to provide Secured Creditor with a replacement lien as adequate protection for any decline in value of Secured Creditor's collateral resulting from such use and to the extent cash collateral is actually used. Likewise, the Debtor proposes to make monthly adequate protection payments as set forth in the budget attached to Hallett Declaration. The real property owned by the Debtor is believed to be worth $9,456,052 and the Secured Creditor is only owned approximately $6,492,122. Accordingly, there is substantial equity cushion of approximately $3 Million, the Debtor asserts. As such, the Secured Creditor is adequately protected by the equity cushion in the real property alone, the Debtor explains. The Debtor concluded that it will be able to provide Secured Creditor adequate protection by continuing to operate its business and generating income therefrom in consonance with Section 363(c)(1) of the Bankruptcy Code, which provides a Debtor in possession with the flexibility to engage in the ordinary course transactions necessary to operate its business without unnecessary oversight by its creditors or the court. Greenlake Opposes Request GreenLake Real Estate Fund LLC complains that the projected numbers in the Debtor's Motion are completely unsubstantiated and speculative, calling into question the intended use of cash collateral, and whether the use of cash collateral would benefit the estate at all. Similarly, GreenLake complains that the Motion is entirely devoid of adequate information that will aid the Court and GreenLake to assess Debtor's budget projections attached to the Motion and whether or not the adequate protection requirement can be satisfied. Arguing further, Greenlake asserts that the Motion also provides no specifics as to the purported "replacement lien" Debtor is offering to provide to secured creditors. As ruled by the Courts, protection to the secured creditor is inadequate where the form of "adequate protection" proffered by the debtor-in-possession is uncertain or speculative, Greenlake asserts. Parties Ink Stipulation The Debtor and Greenlake ask the Court to approve a stipulation under which they agreed on GreenLake's security interest in rents generated by parcels 4-026, 4-033, 4-035, 6-020, 0-023 and 0-024 pursuant to its first deed of trust with an assignment of rents, and a second deed of trust on parcels 3-019, 6-017 and 6-019. GreenLake contends that any income derived directly from the use of the described property constitute "rents" in which GreenLake has a security interest. The Debtor disputes GreenLake's security interest in Parcel 6-007 while GreenLake contends that it has a perfeced security in Parcel 6-007. The Debtor agrees to grant GreenLake a post-petition replacement lien in income of the Debtor to the same priority and extent as existed pre-petition as adequate protection for the Debtor's use of cash collateral. Furthermore, the Debtor will maintain and will purchase insurance for the subject property without sufficient coverage to adequately protect the interests of secured creditor of GreenLake. The Official Committee of Unsecured Creditors poses no objection to the Debtor's proposed use of cash collateral through February 28, 2016. However, further use of the cash collateral after February 28, 2016, should be subject to a further hearing to be held in advance of the expiration of any order entered for the use of cash collateral, the Committee asserts. Wrightwood Guest Ranch, LLC, is represented by: Riley C. Walter, Esq. Holly E. Estes, Esq. WALTER & WILHELM LAW GROUP A Professional Corporation 205 East Tiver Park Circle, Ste. 410 Fresno, CA 93720 Telephone: (559) 435-9800 Facsimile: (559) 435-9868 E-mail: rileywalter@W2LG.com hestes@W2LG.com GreenLake Real Estate Fund LLC is represented by: Timothy L. Neufeld, Esq. Yuriko M. Shikai, Esq. NEUFELD MARKS A Professional Corporation 315 West Ninth Street, Suite 501 Los Angeles, California 90015 Telephone: (213) 625-2625 Facsimile: (213) 625-2650 Email: tneufeld@neufeldmarks.com yshikai@neufeldmarks.com -- and -- Stephen F. Biegegenzahn, Esq. FRIEDMAN LAW GROUP, P.C. 1900 Avenue of the Stars, 11th Floor Los Angeles, California 90067 Telephone: (310) 552-8210 Facsimile: (310) 733-5442 Email: sbiegenzahn@flg-law.com The Committee is represented by: Douglas A. Plazak, Esq. REID & HELLYER A Professional Corporation 3880 Lemon Street, Fifth Floor Post Office Box 1300 Riverside, California 92502-1300 Telephone: 951- 682-1771 Facsimile: 951- 686-2415 Email: dplazak@rhlaw.com Masterpiece Marketing, Larry Rundle, and Snyder Dorenfeld, filed an involuntary petition against Wrightwood Guest Ranch LLC (Bankr. C.D. Calif., Case No. 15-17799) on Aug. 5, 2015. The case is assigned to Judge Scott C. Clarkson. The Petitioners' counsel is Douglas A Plazak, Esq., at Reid & Hellyer, APC, in Riverside, California. The Bankruptcy Court later granted Wrightwood Guest Ranch's request for relief under Chapter 11 and vacated the Involuntary Petition filed against the Debtor. YELLOWSTONE CLUB: Trustee Wants Founder, Counsel Sanctioned ----------------------------------------------------------- Kali Hays at Bankruptcy Law360 reported that the liquidating trustee for Yellowstone Mountain Club on Dec. 10, 2015, urged a Washington federal court to impose about $31,200 in sanctions against counsel for the former owner of the bankrupt resort, saying the currently jailed defendant has intentionally tried avoid giving testimony in a suit over transferred assets. Trustee Brian Glasser claims that Timothy Blixseth, who is currently being held on a contempt order in a Montana jail, refused to attend a deposition scheduled for Dec. 7 at the jail. About Yellowstone Mountain Club Located near Big Sky, Montana, Yellowstone Mountain Club LLC -- http://www.theyellowstoneclub.com/-- is a private golf and ski community with more than 350 members, including Bill Gates and Dan Quayle. The Company was founded in 1999. Yellowstone Club and its affiliates filed for Chapter 11 bankruptcy (Bankr. D. Montana, Case No. 08-61570) on Nov. 10, 2008. The Company's owner affiliate, Edra D. Blixseth, filed a separate Chapter 11 petition on March 27, 2009 (Case No. 09-60452). Attorneys at Bullivant Houser Bailey PC and Bekkedahl & Green PLLC represented Yellowstone. The Debtors hired FTI Consulting Inc. and Ronald Greenspan as CRO. The official committee of unsecured creditors were represented by Parsons, Behle and Latimer; and James H. Cossitt, Esq., as counsel. Credit Suisse, the prepetition first lien lender, was represented by Skadden, Arps, Slate, Meagher & Flom. In June 2009, the Bankruptcy Court entered an order confirming Yellowstone's Chapter 11 Plan. Pursuant to the Plan, CrossHarbor Capital Partners LLC acquired equity ownership in the reorganized Club for $115 million. Marc S. Kirschner, Esq., was appointed the Trustee of the Yellowstone Club Liquidating Trust created under the Plan. [*] 3 Firms Earn High Praise From Clients for 15 Consecutive Years ------------------------------------------------------------------ Melissa Maleske at Bankruptcy Law360 reported that only three firms have earned high praise from their clients for 15 consecutive years, a new survey shows. By consistently keeping their clients happy since the BTI Client Service 30 report began 15 years ago, Jones Day, Morgan Lewis & Bockius LLP, and Sidley Austin LLP have a rare distinction among the 30 law firms that corporate counsels have named the creme de la creme of client service delivery. All three also made the top 10 in the 2016 BTI Client Service A-Team report by BTI. [*] Ex-Moss & Barnett Attorney Joins FNCB as General Counsel ------------------------------------------------------------ FNCB, Inc., a national accounts receivable management firm servicing Fortune 500 brands and small businesses, announced the appointment of Issa Moe as the company's General Counsel and Chief Compliance Officer. Mr. Moe will report to Chief Executive Officer, Bradley Jardon, and will upgrade the company's efforts to meet all state and federal regulatory requirements in managing billions of dollars of accounts for clients annually. "FNCB has a genuine and unwavering commitment to ensuring that our employees and those around the industry are accountable to American consumers," said Mr. Moe, General Counsel and Chief Compliance Officer of FNCB, Inc. "I'm excited to have the opportunity to work with a management team willing to be bold and lead by example with clear and strong standards of conduct." "Issa brings a wealth of law firm experience and a strong vision to further FNCB as an industry leader in best practices, transparency and compliance," said Bradley Jardon, Chief Executive Officer of FNCB, Inc. "We believe that bringing Mr. Moe's level of expertise and specialized legal background to the position is essential given the intense scrutiny our industry faces from local, state and federal regulatory agencies." "We are pleased to welcome Issa to the executive management team and have no doubt he will help us exceed client expectations and raise the industry bar with regulatory and legal requirements," said Scott Carroll, Chief Operating Officer of FNCB, Inc. Prior to FNCB, Inc., Mr. Moe was an attorney for Moss & Barnett's creditors' remedies & bankruptcy team, where he worked alongside John Rossman, one of the nation's leading authorities on debt collection law. Messrs. Moe and Rossman provided litigation defense and regulatory and compliance counsel. Previously, Mr. Moe worked for Irell & Manella and Troutman Sanders; his expertise is in representing companies, creditors' committees, unsecured and secured creditors, trustees, and other parties-in-interest in bankruptcy proceedings, restructurings, and litigation. He has extensive experience defending claims under the Fair Debt Collection Practices Act (FDCPA), Fair Credit Reporting Act (FCRA), Telephone Consumer Protection Act (TCPA), and similar state statutes. Mr. Moe is licensed to practice law in state and federal courts in California and Minnesota. He received his juris doctor degree from the University of Pennsylvania, where he graduated cum laude, and his bachelor's degree from the University of Virginia. About FNCB, Inc. Founded nearly thirty years ago, FNBC, Inc. provides third-party collections providing diversified solutions for clients. The company is based in Sparks, Nevada. [*] Kirkland & Ellis' Stephen Hessler Named as Law360 Bankr. MVP ---------------------------------------------------------------- Ed Beeson at Bankruptcy Law360 reported that over the past year, Kirkland & Ellis LLP partner Stephen Hessler has been at the forefront of one of the largest and most complex bankruptcy filings in U.S. history, helping to steer the Dallas-based Energy Future Holdings Inc. through a plan to resolve its Texas-sized debt load and earning his spot as one of Law360's Bankruptcy MVPs for 2015. One of Kirkland's lead partners in the case, Mr. Hessler has played a key role quarterbacking the sprawling proceedings. Mr. Hessler can be reached at: Stephen E. Hessler, Esq. KIRKLAND & ELLIS LLP 601 Lexington Avenue New York, NY 10022 E-mail: shessler@kirkland.com [*] Revisions to LMA Trading Documents to Go Live Today ------------------------------------------------------- Clifford Chance disclosed that The Loan Market Association has published revised versions of its Standard Terms and Conditions for Par and Distressed Trade Transactions (Bank Debt/Claims), forms of Trade Confirmations and Participation Agreements, and Secondary Debt Trading Documentation Users Guide. The revised documents are available on the LMA website and will "go live" beginning December 16, 2015. A copy of the full briefing is available at http://is.gd/99Wdhp [*] Steep Fall in Base Metal Prices Poses Risk on Issuers --------------------------------------------------------- Moody's Investors Service has lowered its price sensitivities for base metals for 2016-17 to reflect the steep decline in commodities prices. The deteriorating price environment increases the likelihood that issuers' credit profiles will weaken, especially given Moody's expectation that the downturn will be deeper and longer. Uncertainty about demand from China given the country's slowing growth rate, the strength of the US dollar and overall weaker expectations for global growth in 2016 are the main factors dampening commodities prices. "Commodities prices are now at or even below 2009 levels," said Carol Cowan, a Moody's Senior Vice President. "And absent significant production cuts, we don't see prices improving over the next several quarters." Zinc prices are at a 12-year low, and average copper and nickel prices have also fallen materially, with copper down roughly 8% in November from the prior-month average, and nickel, down almost 11% from its October average. Slowing Chinese steel production has similarly led to declines in metallurgical coal and iron ore prices. China accounts for approximately half of global base metal consumption and is a major producer of aluminum and copper. Further stressing metal prices is the strong US dollar, which has caused base metal prices to increase in many local currencies, since the base metal market is largely traded in dollars. "The strong dollar has benefited profits for companies with production outside of the US due to declining cost curves for non-US dollar cost denominated producers," said Cowan. "As a result, high-cost capacity has remained in production that would normally exit the market in a downturn, exacerbating oversupply and further depressing prices." Moody's notes that the credit effect of these factors on base metals issuers will depend on their ability to reduce capital expenditures and other cash outflows without significantly jeopardizing future cash flow generation, the strength of their liquidity positions and their debt maturity profiles. "We expect a better supply/demand balance in 2017 and improving global economic fundamentals to result in better price conditions," added Cowan. "But hedge fund investment activity will likely increase volatility." ********* 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 ***